UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~September 30, 2021~~March 31, 2022


☐			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.)

770 Township Line Road	Yardley	PA	19067
(Address of principal executive offices)			(Zip Code)

215-698-5100

(registrant’s telephone number, including area code)

____________________

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

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 filing 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 and posted 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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. (Check one)


Large Accelerated Filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ☒

There were ~~127,867,833~~122,942,067 shares of Common Stock outstanding as of ~~November 1, 2021.~~April 28, 2022.

Crown Holdings, Inc.

PART I – FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions except per share data)

(Unaudited)


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Net sales	Net sales	$	2,920	$	2,489	$	8,340	$	6,932	Net sales	$	3,162	$	2,564
Cost of products sold, excluding depreciation and amortization	Cost of products sold, excluding depreciation and amortization	2,322		1,926		6,548		5,462		Cost of products sold, excluding depreciation and amortization	2,547		1,982
Depreciation and amortization	Depreciation and amortization	113		105		336		315		Depreciation and amortization	115		112
Selling and administrative expense	Selling and administrative expense	148		132		438		394		Selling and administrative expense	157		143
Restructuring and other	Restructuring and other	(11)		11		(42)		20		Restructuring and other	(1)		—
Income from operations	Income from operations	348		315		1,060		741		Income from operations	344		327

Other pension and postretirement	Other pension and postretirement	(1)		(1)		(4)		42		Other pension and postretirement	(4)		(1)
Interest expense	Interest expense	66		69		203		220		Interest expense	54		69
Interest income	Interest income	(2)		(2)		(5)		(7)		Interest income	(3)		(2)
Foreign exchange	Foreign exchange	—		1		(1)		(16)		Foreign exchange	(10)		(2)
Income from continuing operations before taxes		285		248		867		502
Income from continuing operations before taxes and equity in net earnings of affiliates										Income from continuing operations before taxes and equity in net earnings of affiliates	307		263
Provision for income taxes	Provision for income taxes	74		70		285		143		Provision for income taxes	78		65
Equity earnings in affiliates		5		1		10		4
Equity in net earnings of affiliates										Equity in net earnings of affiliates	17		2
Net income from continuing operations	Net income from continuing operations	216		179		592		363		Net income from continuing operations	246		200
Net (loss) / income from discontinued operations		(85)		66		(43)		137
Net income from discontinued operations										Net income from discontinued operations	—		45
Net income	Net income	131		245		549		500		Net income	246		245
Net income from continuing operations attributable to noncontrolling interests	Net income from continuing operations attributable to noncontrolling interests	29		31		107		72		Net income from continuing operations attributable to noncontrolling interests	30		33
Net income from discontinued operations attributable to noncontrolling interests	Net income from discontinued operations attributable to noncontrolling interests	—		—		1		—		Net income from discontinued operations attributable to noncontrolling interests	—		1
Net income attributable to Crown Holdings	Net income attributable to Crown Holdings	$	102	$	214	$	441	$	428	Net income attributable to Crown Holdings	$	216	$	211

Net income from continuing operations attributable to Crown Holdings	Net income from continuing operations attributable to Crown Holdings	$	187	$	148	$	485	$	291	Net income from continuing operations attributable to Crown Holdings	$	216	$	167
Net (loss) / income from discontinued operations attributable to Crown Holdings		(85)		66		(44)		137
Net income from discontinued operations attributable to Crown Holdings										Net income from discontinued operations attributable to Crown Holdings	—		44
Net income attributable to Crown Holdings	Net income attributable to Crown Holdings	$	102	$	214	$	441	$	428	Net income attributable to Crown Holdings	$	216	$	211

Earnings per common share attributable to Crown Holdings:	Earnings per common share attributable to Crown Holdings:									Earnings per common share attributable to Crown Holdings:
Basic earnings per common share from continuing operations	Basic earnings per common share from continuing operations	1.45		1.11		3.68		2.18		Basic earnings per common share from continuing operations	1.75		1.25
Basic earnings per common share from discontinued operations	Basic earnings per common share from discontinued operations	(0.66)		0.50		(0.34)		1.02		Basic earnings per common share from discontinued operations	—		0.33
Basic	Basic	$	0.79	$	1.61	$	3.34	$	3.20	Basic	$	1.75	$	1.58

Diluted earnings per common share from continuing operations	Diluted earnings per common share from continuing operations	1.44		1.10		3.65		2.16		Diluted earnings per common share from continuing operations	1.74		1.24
Diluted earnings per common share from discontinued operations	Diluted earnings per common share from discontinued operations	(0.65)		0.49		(0.33)		1.02		Diluted earnings per common share from discontinued operations	—		0.33
Diluted	Diluted	$	0.79	$	1.59	$	3.32	$	3.18	Diluted	$	1.74	$	1.57

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

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Net income	Net income	$	131	$	245	$	549	$	500	Net income	$	246	$	245

Other comprehensive income / (loss), net of tax:	Other comprehensive income / (loss), net of tax:									Other comprehensive income / (loss), net of tax:
Foreign currency translation adjustments	Foreign currency translation adjustments	517		4		526		(293)		Foreign currency translation adjustments	13		(35)
Pension and other postretirement benefits	Pension and other postretirement benefits	19		(156)		49		81		Pension and other postretirement benefits	7		15
Derivatives qualifying as hedges	Derivatives qualifying as hedges	(6)		27		26		15		Derivatives qualifying as hedges	42		15
Total other comprehensive income / (loss)	Total other comprehensive income / (loss)	530		(125)		601		(197)		Total other comprehensive income / (loss)	62		(5)

Total comprehensive income	Total comprehensive income	661		120		1,150		303		Total comprehensive income	308		240
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	(29)		(31)		(108)		(72)		Net income attributable to noncontrolling interests	30		34
Translation adjustments attributable to noncontrolling interests	Translation adjustments attributable to noncontrolling interests	1		(1)		2		—		Translation adjustments attributable to noncontrolling interests	—		1
Derivatives qualifying as hedges attributable to noncontrolling interests	Derivatives qualifying as hedges attributable to noncontrolling interests	—		(2)		(2)		(1)		Derivatives qualifying as hedges attributable to noncontrolling interests	3		(1)
Comprehensive income attributable to Crown Holdings	Comprehensive income attributable to Crown Holdings	$	633	$	86	$	1,042	$	230	Comprehensive income attributable to Crown Holdings	$	275	$	206

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

Crown Holdings, Inc.

CONSOLIDATED BALANCE SHEETS (Condensed)

(In millions)

(Unaudited)


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Assets	Assets					Assets
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	2,261	$	1,173	Cash and cash equivalents	$	389	$	531
Receivables, net	Receivables, net	1,840		1,522		Receivables, net	2,170		1,889
Inventories	Inventories	1,670		1,263		Inventories	2,063		1,735
Prepaid expenses and other current assets	Prepaid expenses and other current assets	304		202		Prepaid expenses and other current assets	341		243
Current assets held for sale	Current assets held for sale	30		743		Current assets held for sale	99		97
Total current assets	Total current assets	6,105		4,903		Total current assets	5,062		4,495

Goodwill	Goodwill	3,080		3,146		Goodwill	3,006		3,007
Intangible assets, net	Intangible assets, net	1,591		1,755		Intangible assets, net	1,477		1,525
Property, plant and equipment, net	Property, plant and equipment, net	3,838		3,652		Property, plant and equipment, net	4,083		4,036
Operating lease right-of-use assets, net	Operating lease right-of-use assets, net	198		171		Operating lease right-of-use assets, net	196		191
Other non-current assets	Other non-current assets	1,194		885		Other non-current assets	606		604
Non-current assets held for sale		—		2,179
Total		$	16,006	$	16,691
Total assets						Total assets	$	14,430	$	13,858

Liabilities and equity	Liabilities and equity					Liabilities and equity
Current liabilities	Current liabilities					Current liabilities
Short-term debt	Short-term debt	$	79	$	104	Short-term debt	$	96	$	75
Current maturities of long-term debt	Current maturities of long-term debt	1,862		67		Current maturities of long-term debt	1,137		135
Current portion of operating lease liabilities	Current portion of operating lease liabilities	42		43		Current portion of operating lease liabilities	36		42
Accounts payable	Accounts payable	2,532		2,141		Accounts payable	2,889		2,901
Accrued liabilities	Accrued liabilities	1,020		946		Accrued liabilities	931		966
Current liabilities held for sale	Current liabilities held for sale	—		981		Current liabilities held for sale	17		14
Total current liabilities	Total current liabilities	5,535		4,282		Total current liabilities	5,106		4,133

Long-term debt, excluding current maturities	Long-term debt, excluding current maturities	6,034		8,023		Long-term debt, excluding current maturities	5,654		6,052
Postretirement and pension liabilities						Postretirement and pension liabilities	489		497
Non-current portion of operating lease liabilities	Non-current portion of operating lease liabilities	155		132		Non-current portion of operating lease liabilities	164		150
Postretirement and pension liabilities		650		685
Other non-current liabilities	Other non-current liabilities	745		766		Other non-current liabilities	757		696
Non-current liabilities held for sale		—		199
Commitments and contingent liabilities (Note J)		0		0
Commitments and contingent liabilities (Note I)						Commitments and contingent liabilities (Note I)	0		0
Noncontrolling interests	Noncontrolling interests	443		406		Noncontrolling interests	440		418
Crown Holdings shareholders’ equity	Crown Holdings shareholders’ equity	2,444		2,198		Crown Holdings shareholders’ equity	1,820		1,912
Total equity	Total equity	2,887		2,604		Total equity	2,260		2,330
Total		$	16,006	$	16,691
Total liabilities and equity						Total liabilities and equity	$	14,430	$	13,858

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

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)

(In millions)

(Unaudited)


		Nine Months Ended					Three Months Ended
		September 30,					March 31,
		2021		2020			2022		2021
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income	Net income	$	549	$	500	Net income	$	246	$	245
Adjustments to reconcile net income to net cash from operating activities:	Adjustments to reconcile net income to net cash from operating activities:					Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	Depreciation and amortization	352		360		Depreciation and amortization	115		127
Loss on sale of discontinued businesses		89		—
Restructuring and other	Restructuring and other	(40)		20		Restructuring and other	(1)		2
Pension expense	Pension expense	36		80		Pension expense	8		12
Pension contributions	Pension contributions	(287)		(16)		Pension contributions	20		(5)
Stock-based compensation	Stock-based compensation	27		23		Stock-based compensation	10		11
Working capital changes and other	Working capital changes and other	(481)		(658)		Working capital changes and other	(699)		(777)
Net cash provided by operating activities		245		309
Net cash used for operating activities						Net cash used for operating activities	(301)		(385)
Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Capital expenditures	Capital expenditures	(512)		(333)		Capital expenditures	(117)		(135)
Acquisition of business, net of cash acquired						Acquisition of business, net of cash acquired	(23)		—
Net investment hedge	Net investment hedge	25		28		Net investment hedge	13		13
Proceeds from sale of discontinued operations, net of cash disposed	Proceeds from sale of discontinued operations, net of cash disposed	2,255		—		Proceeds from sale of discontinued operations, net of cash disposed	6		—
Proceeds from sale of property, plant and equipment	Proceeds from sale of property, plant and equipment	24		8		Proceeds from sale of property, plant and equipment	12		2
Other	Other	(1)		(12)		Other	(8)		—
Net cash provided by / (used for) investing activities		1,791		(309)
Net cash used for investing activities						Net cash used for investing activities	(117)		(120)
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Net change in revolving credit facility and short-term debt	Net change in revolving credit facility and short-term debt	(35)		42		Net change in revolving credit facility and short-term debt	158		(13)
Proceeds from long-term debt	Proceeds from long-term debt	80		113		Proceeds from long-term debt	601		36
Payments of long-term debt	Payments of long-term debt	(64)		(63)		Payments of long-term debt	(42)		(26)
Bond issuance costs						Bond issuance costs	(7)		—
Foreign exchange derivatives related to debt	Foreign exchange derivatives related to debt	(13)		34		Foreign exchange derivatives related to debt	—		(4)
Payments of finance leases	Payments of finance leases	(2)		(2)		Payments of finance leases	(1)		(1)
Contributions from noncontrolling interests		—		2
Dividends paid to noncontrolling interests	Dividends paid to noncontrolling interests	(56)		(43)		Dividends paid to noncontrolling interests	(11)		(9)
Dividends paid to shareholders	Dividends paid to shareholders	(79)		—		Dividends paid to shareholders	(27)		(27)
Common stock issued	Common stock issued	1		1		Common stock issued	—		1
Common stock repurchased	Common stock repurchased	(745)		(58)		Common stock repurchased	(350)		(12)
Net cash (used for) / provided by financing activities		(913)		26
Net cash provided by / (used for) financing activities						Net cash provided by / (used for) financing activities	321		(55)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	(34)		(1)		Effect of exchange rate changes on cash, cash equivalents and restricted cash	(36)		(11)
Net change in cash, cash equivalents and restricted cash	Net change in cash, cash equivalents and restricted cash	1,089		25		Net change in cash, cash equivalents and restricted cash	(133)		(571)
Cash, cash equivalents and restricted cash at January 1	Cash, cash equivalents and restricted cash at January 1	1,238		663		Cash, cash equivalents and restricted cash at January 1	593		1,238
Cash, cash equivalents and restricted cash at September 30		$	2,327	$	688
Cash, cash equivalents and restricted cash at March 31						Cash, cash equivalents and restricted cash at March 31	$	460	$	667

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

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In millions)

(Unaudited)


		Crown Holdings, Inc. Shareholders’ Equity																	Crown Holdings, Inc. Shareholders’ Equity
		Common Stock		Paid-in Capital		Accumulated Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Crown Equity		Noncontrolling Interests		Total Shareholders' Equity			Common Stock		Paid-in Capital		Accumulated Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Crown Equity		Noncontrolling Interests		Total Shareholders' Equity

Balance at January 1, 2021		$	929	$	179	$	4,538	$	(3,193)	$	(255)	$	2,198	$	406	$	2,604

Net income						211						211		34		245
Other comprehensive loss								(5)				(5)		0		(5)
Dividends paid to shareholders						(27)						(27)				(27)
Dividends paid to noncontrolling interests												—		(9)		(9)

Restricted stock awarded				(1)						1		—				—
Stock-based compensation				11								11				11
Common stock issued				1						0		1				1
Common stock repurchased				(11)						(1)		(12)				(12)

Balance at March 31, 2021		$	929	$	179	$	4,722	$	(3,198)	$	(255)	$	2,377	$	431	$	2,808
Balance at January 1, 2022																		Balance at January 1, 2022	$	929	$	—	$	3,180	$	(1,898)	$	(299)	$	1,912	$	418	$	2,330

Net income	Net income					128						128		45		173		Net income					216						216		30		246
Other comprehensive income	Other comprehensive income							75				75		1		76		Other comprehensive income							59				59		3		62
Dividends paid to shareholders	Dividends paid to shareholders					(26)						(26)				(26)		Dividends paid to shareholders					(27)						(27)				(27)
Dividends paid to noncontrolling interests	Dividends paid to noncontrolling interests											—		(15)		(15)		Dividends paid to noncontrolling interests											—		(11)		(11)

Restricted stock awarded	Restricted stock awarded			(1)						1		—				—		Restricted stock awarded					(1)				1		—				—
Stock-based compensation	Stock-based compensation			6								6				6		Stock-based compensation					10						10				10
Common stock repurchased																		Common stock repurchased					(335)				(15)		(350)				(350)
Balance at March 31, 2022																		Balance at March 31, 2022	$	929	$	—	$	3,043	$	(1,839)	$	(313)	$	1,820	$	440	$	2,260

Common stock repurchased				(184)		(100)				(14)		(298)				(298)

Balance at June 30, 2021		$	929	$	—	$	4,724	$	(3,123)	$	(268)	$	2,262	$	462	$	2,724

Net income						102						102		29		131
Other comprehensive income / (loss)								531				531		(1)		530
Dividends paid to shareholders						(26)						(26)				(26)
Dividends paid to noncontrolling interests												—		(32)		(32)

Stock-based compensation				0		10						10				10

Common stock repurchased						(414)				(21)		(435)				(435)

Disposition of subsidiary with noncontrolling interests(1)												—		(15)		(15)
Balance at September 30, 2021		$	929	$	—	$	4,396	$	(2,592)	$	(289)	$	2,444	$	443	$	2,887

~~(1)~~ ~~The amount disposed in 2021 relates to discontinued operations. See~~ N ~~ote C~~ ~~for further details.~~

~~Crown Holdings, Inc.~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (continued)~~

~~(In millions)~~

~~(Unaudited)~~


		Crown Holdings, Inc. Shareholders’ Equity
		Common Stock		Paid-in Capital		Accumulated Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Crown Equity		Noncontrolling Interests		Total Shareholders' Equity
Balance at January 1, 2020		$	929	$	207	$	3,959	$	(3,131)	$	(251)	$	1,713	$	379	$	2,092
Balance at January 1, 2021																		Balance at January 1, 2021	$	929	$	179	$	4,538	$	(3,193)	$	(255)	$	2,198	$	406	$	2,604

Net income	Net income					88						88		26		114		Net income					211						211		34		245
Other comprehensive loss	Other comprehensive loss							(91)				(91)		(5)		(96)		Other comprehensive loss							(5)				(5)				(5)
Dividends paid to shareholders																		Dividends paid to shareholders					(27)						(27)				(27)
Dividends paid to noncontrolling interests	Dividends paid to noncontrolling interests											—		(11)		(11)		Dividends paid to noncontrolling interests											—		(9)		(9)

Restricted stock awarded	Restricted stock awarded			(1)						1		—				—		Restricted stock awarded			(1)						1		—				—
Stock-based compensation	Stock-based compensation			10								10				10		Stock-based compensation			11								11				11
Common stock issued	Common stock issued			1								1				1		Common stock issued			1								1				1
Common stock repurchased	Common stock repurchased			(52)						(5)		(57)				(57)		Common stock repurchased			(11)						(1)		(12)				(12)

Balance at March 31, 2020		$	929	$	165	$	4,047	$	(3,222)	$	(255)	$	1,664	$	389	$	2,053

Net income						126						126		15		141
Other comprehensive income								21				21		3		24
Dividends paid to noncontrolling interests												—		(1)		(1)

Restricted stock awarded				(1)						1		—				—
Stock-based compensation				5								5				5
Common stock issued				0								—				—
Common stock repurchased				0						(1)		(1)				(1)

Balance at June 30, 2020		$	929	$	169	$	4,173	$	(3,201)	$	(255)	$	1,815	$	406	$	2,221

Net income						214						214		31		245
Other comprehensive loss								(128)				(128)		3		(125)
Dividends paid to noncontrolling interests												—		(31)		(31)

Stock-based compensation				8								8				8
Balance at March 31, 2021																		Balance at March 31, 2021	$	929	$	179	$	4,722	$	(3,198)	$	(255)	$	2,377	$	431	$	2,808

Balance at September 30, 2020		$	929	$	177	$	4,387	$	(3,329)	$	(255)	$	1,909	$	409	$	2,318

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

Crown Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share and statistical data)

(Unaudited)

A.Statement of Information Furnished

The consolidated financial statements include the accounts of Crown Holdings, Inc. and its consolidated subsidiaries (the “Company”). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Form 10-Q instructions. In the opinion of management, these consolidated financial statements contain all adjustments of a normal and recurring nature necessary for a fair statement of the financial position of the Company as of ~~September 30, 2021~~March 31, 2022 and the results of its operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ and of its cash flows for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021. The results reported in these consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year. These results have been determined on the basis of accounting principles generally accepted in the United States of America (“GAAP”), the application of which requires management’s utilization of estimates, and actual results may differ materially from the estimates utilized.

Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP have been condensed or omitted. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

B.~~Accounting and Reporting Developments~~Divestitures

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.

C. ~~Discontinued Operations~~

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 ~~the Company's other segments.~~Other. The Company received pre-tax proceeds of approximately €1.9 billion ($2.3 billion) from the Transaction and ~~retained~~received a 20% minority interest in the Business. ~~Proceeds from~~For the ~~Transaction are being used to fund capital projects, repurchase Company stock and to redeem certain of~~year ended December 31, 2021, the ~~Company's senior notes as further described in~~ ~~Note L~~.

~~The~~ Company recorded a pre-tax loss of ~~$89 upon disposal, which included the reclassification of a loss of $553 of currency translation adjustments from accumulated other comprehensive income. The Company also recorded income~~$101 and tax charges of ~~$84~~$81 related to taxable gains on the sale of the Business.

Major components of net ~~(loss) /~~ income from discontinued operations for the three months ended March 31, 2021 were as follows:

~~Crown Holdings, Inc.~~

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Net sales $ 466 $ 678 $ 1,585 $ 1,681
Cost of products sold, excluding depreciation and amortization 393 552 1,301 1,391
Depreciation and amortization — 16 16 45
Selling and administrative expense 17 20 60 59
Restructuring and other 2 (1) 2 —
Other pension and postretirement — — 1 1
Interest expense 2 3 6 8
Foreign exchange 1 1 — 1
Loss on sale of discontinued businesses 19 — 89 —
Transaction costs 26 — 34 —
Income from discontinued operations before tax 6 87 76 176
Provision for income taxes 91 21 119 39
Net (loss) / income from discontinued operations (85) 66 (43) 137
Net income from discontinued operations attributable to noncontrolling interests — — 1 —
Net (loss) / income from discontinued operations attributable to Crown Holdings $ (85) $ 66 $ (44) $ 137

~~Major classes of assets and liabilities of the Business classified as held for sale at December~~

Three Months Ended March 31, ~~2020 were as follows:~~

December 31, 2020
Receivables, net 0 $ 281
Inventories 0 410
Prepaid expenses and other current assets 0 30
Goodwill 0 1,447
Intangible assets, net 0 125
Property, plant and equipment, net 0 546
Operating lease right-of-use assets, net 0 43
Other non-current assets 0 17
Total assets held for sale 0 $ 2,899
Short-term debt 0 $ 17
Current portion of operating lease liabilities 0 12
Accounts payable 0 725
Accrued liabilities 0 227
Postretirement and pension liabilities 0 77
Non-current portion of operating lease liabilities 0 32
Other non-current liabilities 0 90
Total liabilities held for sale 0 $ 1,180

~~The table above excludes assets held for sale unrelated to the Business that are not material for disclosure.~~

2021

Net sales

514

Cost of products sold, excluding depreciation and amortization

418

Depreciation and amortization

Selling and administrative expense

Interest expense

Transaction costs

Income from discontinued operations before tax

Provision for income taxes

Net income from discontinued operations

Net income from discontinued operations attributable to noncontrolling interests

Net income from discontinued operations attributable to Crown Holdings

Crown Holdings, Inc.

The ~~capital expenditures of the Business were as follows:~~

September 30, 2021 September 30, 2020
Capital expenditures $ 29 $ 14

~~The~~ Company ~~will account~~accounted for the ~~retained~~ minority interest received in the Business under the equity method. The Company's share of income of the Business was $3$15 for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and is reported in Equity in net earnings inof affiliates in the Consolidated Statement of Operations.

In October 2021, the Company signed an agreement to sell Transit Packaging's Kiwiplan business for approximately $182. The transaction is subject to customary regulatory approvals and is expected to close in the second quarter of 2022. In 2021, the business had net sales of $39. The Company expects to record an after tax gain of approximately $100 related to the transaction. The assets and liabilities of this business were classified as held for sale as of December 31, 2021. The transaction will not represent a strategic shift that will have a major effect on the Company's operations and financial results, and therefore does not qualify for reporting as a discontinued operation.

D.C. Cash, Cash Equivalents, and Restricted Cash

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


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Cash and cash equivalents	Cash and cash equivalents	$	2,261	$	1,173	Cash and cash equivalents	$	389	$	531

Restricted cash included in prepaid expenses and other current assets	Restricted cash included in prepaid expenses and other current assets	65		64		Restricted cash included in prepaid expenses and other current assets	71		61
Restricted cash included in other non-current assets	Restricted cash included in other non-current assets	1		1		Restricted cash included in other non-current assets	—		1
Total restricted cash	Total restricted cash	66		65		Total restricted cash	71		62

Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	2,327	$	1,238	Total cash, cash equivalents and restricted cash	$	460	$	593

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

E.D. Receivables


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Accounts receivable	Accounts receivable	$	1,299	$	1,084	Accounts receivable	$	1,463	$	1,289
Less: allowance for credit losses	Less: allowance for credit losses	(27)		(20)		Less: allowance for credit losses	(20)		(20)
Net trade receivables	Net trade receivables	1,272		1,064		Net trade receivables	1,443		1,269
Unbilled receivables	Unbilled receivables	288		248		Unbilled receivables	404		325
Miscellaneous receivables	Miscellaneous receivables	280		210		Miscellaneous receivables	323		295
Receivables, net	Receivables, net	$	1,840	$	1,522	Receivables, net	$	2,170	$	1,889

F.E. Inventories

~~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.~~


	March 31, 2022		December 31, 2021
Raw materials and supplies	$	1,241	$	1,094
Work in process	147		120
Finished goods	675		521
	$	2,063	$	1,735

September 30, 2021 December 31, 2020
Raw materials and supplies $ 1,039 $ 800
Work in process 113 89
Finished goods 518 374
$ 1,670 $ 1,263

108

Crown Holdings, Inc.

G.F. Intangible Assets

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


		September 30, 2021						December 31, 2020							March 31, 2022						December 31, 2021
		Gross		Accumulated amortization		Net		Gross		Accumulated amortization		Net			Gross		Accumulated amortization		Net		Gross		Accumulated amortization		Net
Customer relationships	Customer relationships	$	1,382	$	(419)	$	963	$	1,413	$	(346)	$	1,067	Customer relationships	$	1,359	$	(469)	$	890	$	1,363	$	(443)	$	920
Trade names	Trade names	550		(81)		469		565		(65)		500		Trade names	537		(90)		447		544		(86)		458
Technology	Technology	161		(83)		78		165		(67)		98		Technology	156		(93)		63		158		(88)		70
Long term supply contracts	Long term supply contracts	139		(61)		78		142		(55)		87		Long term supply contracts	141		(67)		74		137		(63)		74
Patents	Patents	13		(10)		3		13		(10)		3		Patents	14		(11)		3		15		(12)		3
		$	2,245	$	(654)	$	1,591	$	2,298	$	(543)	$	1,755		$	2,207	$	(730)	$	1,477	$	2,217	$	(692)	$	1,525

Net income from continuing operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ included amortization expense of ~~$42, $125, $41~~$40, and ~~$121,~~$42, respectively.

H.G. Restructuring and Other

The Company recorded restructuring and other items as follows:

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Other (income) / costs $ (5) $ — $ (49) $ 3
Asset impairments and sales (13) 4 (14) 4
Restructuring 7 7 21 13
$ (11) $ 11 $ (42) $ 20
-

For the nine months ended September 30, 2021, other income includes gains of $30 arising from favorable court rulings in lawsuits brought by certain of the Company's Brazilian subsidiaries asserting they were overcharged by the local tax authorities for indirect taxes paid in prior years.


	Three Months Ended
	March 31,
	2022		2021
Other costs / (income)	$	1	$	(8)
Asset impairments and sales	$	(5)	$	—
Restructuring	3		8
	$	(1)	$	—

For the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, asset ~~impairment~~impairments and sales ~~includes gains on various asset sales.~~

~~For the three and nine months ended September 30, 2021 and 2020, restructuring primarily included charges~~ related to ~~internal reorganizations within~~various land and building sales in the ~~Transit Packaging division and headcount reductions across segments.~~

~~At September 30, 2021, the Company had~~Company's Asia-Pacific segment which were closed as part of prior restructuring ~~accruals of~~ $7~~, primarily related to headcount reductions in its European and Transit Packaging divisions. The Company expects to pay these amounts over the next twelve months.~~actions.

I.H. Asbestos-Related Liabilities

Crown Cork & Seal Company, Inc. (“Crown Cork”) is one of many defendants in a substantial number of lawsuits filed throughout the U.S. by persons alleging bodily injury as a result of exposure to asbestos. These claims arose from the insulation operations of a U.S. company, the majority of whose stock Crown Cork purchased in 1963. Approximately 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.

~~Crown Holdings, Inc.~~

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.

Crown Holdings, Inc.

In June 2003, the state of Texas enacted legislation that limits the asbestos-related liabilities in Texas courts of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The Texas legislation, which applies to future claims and pending claims, caps asbestos-related liabilities at the total gross value of the predecessor’s assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total adjusted value of its predecessor’s assets.

In October 2010, the Texas Supreme Court held that the Texas legislation was unconstitutional under the Texas Constitution when applied to asbestos-related claims pending against Crown Cork when the legislation was enacted in June 2003. The Company believes that the decision of the Texas Supreme Court is limited to retroactive application of the Texas legislation to asbestos-related cases that were pending against Crown Cork in Texas on June 11, 2003 and therefore, in its accrual, continues to assign no value to claims filed after June 11, 2003.

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, 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 further cautions that an adverse ruling in any litigation relating to the constitutionality or applicability to Crown Cork of one or more statutes that limits the asbestos-related liability of alleged defendants like Crown Cork could have a material impact on the Company.

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company paid ~~$10~~$3 to settle asbestos claims and pay related legal and defense costs and had claims activity as follows:


Beginning claims			~~56,000~~57,000
New claims			~~1,400~~300
Settlements or dismissals			~~(500)~~(300)
Ending claims			~~56,900~~57,000

In the fourth quarter of each year, the Company performs an analysis of outstanding claims and categorizes these claims by year of exposure and state filed. As of December 31, ~~2020,~~2021, the Company's outstanding claims were:


Claimants alleging first exposure after 1964			~~16,500~~17,000
Claimants alleging first exposure before or during 1964 filed in:
Texas			13,000
Pennsylvania			1,500
Other states that have enacted asbestos legislation			6,000
Other states			~~19,000~~19,500
Total claims outstanding			~~56,000~~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

~~Crown Holdings, Inc.~~

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

Crown Holdings, Inc.

relevant insulation products as the cause of injury. Given the Company's settlement experience with post-1964 claims, it does not believe that an adverse ruling in the Texas or Pennsylvania asbestos litigation cases, or in any other state that has enacted asbestos legislation, would have a material impact on the Company with respect to such claims.

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


		2020		2019			2021		2020
Total claims	Total claims	23	%	22	%	Total claims	24	%	23	%
Pre-1964 claims in states without asbestos legislation		41	%	41	%
Pre-1965 claims in states without asbestos legislation						Pre-1965 claims in states without asbestos legislation	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 ~~September 30, 2021.~~March 31, 2022.

As of ~~September 30, 2021,~~March 31, 2022, the Company’s accrual for pending and future asbestos-related claims and related legal costs was ~~$241,~~$234, including ~~$191~~$192 for unasserted claims. The Company determines its accrual without limitation to a specific time period.

It is reasonably possible that the actual loss could be in excess of the Company’s accrual. However, the Company is unable to estimate the reasonably possible loss in excess of its accrual due to uncertainty in the following assumptions that underlie the Company’s accrual and the possibility of losses in excess of such accrual: the amount of damages sought by the claimant (which was not specified for approximately ~~81%~~82% of the claims outstanding at the end of ~~2020)~~2021), 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).

J.I. Commitments and Contingent Liabilities

The Company, along with others in most cases, has been identified by the ~~U.S. Environmental Protection Agency~~EPA or a comparable state environmental agency as a Potentially Responsible Party (“PRP”) at a number of sites and has recorded aggregate accruals of ~~$10~~$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 a~~ccrual~~saccruals of $6 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

~~Crown Holdings, Inc.~~

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

Crown Holdings, Inc.

Company cooperated with the FCO and submitted a leniency application with the FCO which disclosed the findings of its internal investigation to date. In April 2018, the FCO discontinued its national investigation and referred the matter to the European Commission (the “Commission”). Following the referral, Commission officials conducted unannounced inspections of the premises of several metal packaging manufacturers, including Company subsidiaries in Germany, France and the ~~United Kingdom.~~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 with the Commission and submitted a leniency application with the Commission with respect to the findings of the investigation in Germany referenced above. This application may lead to the reduction of possible future penalties. At this stage of the investigation, the Company believes that a loss is probable ~~but is unable to predict the ultimate outcome of the Commission’s investigation~~ and is unable to estimate the ~~loss or possible~~ range of ~~losses that could be incurred, and has therefore not recorded a charge~~any potential loss in ~~connection with the actions by the Commission. If the Commission finds that the Company or any~~excess 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.accrual.

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.~~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.~~duties, which CBP does not dispute. The Company has asserted that the misclassification was unintentional and disputes the penalty ~~assessment.~~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. ~~There~~However, there can be no assurance that the Company will be successful in contesting the assessed penalty.

On October 7, 2021, the French Autorité de la concurrence (the French Competition Authority or “FCA”) issued a statement of objections to 14 trade associations, one public entity and 101 legal entities from 28 corporate groups, including the Company, certain of its subsidiaries, other leading metal can manufacturers, certain can fillers and certain retailers in France. The FCA alleged violations of Articles 101 of the Treaty on the Functioning of the European Union and L.420-1 of the French Commercial Code. The statement of objections alleges, among other things, anti-competitive behavior in connection with the removal of bisphenol-A from metal packaging in France. The removal of bisphenol-A was mandated by French legislation that went into effect in 2015. If the FCA finds that the Company or its subsidiaries violated competition law, the FCA may levy fines. Proceedings with respect to this matter are ongoing and the Company is unable to predict the ultimate outcome including the amount of fines, if any, that may be levied by the FCA. The Company intends to vigorously defend against the allegations in the statement of objections.

The Company and its subsidiaries are also subject to various other lawsuits and claims with respect to ~~governmental,~~ 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 ~~course~~conduct of business.

The Company’s basic raw materials for its products are ~~steel~~aluminum and ~~aluminum,~~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.

~~Crown Holdings, Inc.~~

At ~~September 30, 2021,~~March 31, 2022, the Company was party to certain indemnification agreements covering environmental remediation, lease payments and other potential costs associated with properties sold or businesses divested. The Company accrues for costs related to these items when it is probable that a liability has been incurred and the amount can be reasonably estimated.

Crown Holdings, Inc.

J. 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 later in this note. In addition, see Note LK 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 ~~an anticipated~~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 ~~until~~when the ~~anticipated~~forecasted transaction becomes probable of not occurring. When the Company discontinues hedge accounting because it is no longer probable that an anticipated transaction will occur in the originally specified period, changes to the fair value accumulated in other comprehensive income are recognized immediately in earnings.

~~Crown Holdings, Inc.~~

Cash Flow Hedges

The Company designates certain derivative financial instruments as cash flow hedges. No components of the hedging instruments are excluded from the assessment of hedge effectiveness. Changes in fair value of outstanding derivatives accounted for as cash flow hedges are recorded in accumulated other comprehensive income until earnings are impacted by the hedged transaction. Classification of the gain or loss in the Consolidated Statements of Operations upon reclassification from accumulated comprehensive income is the same as that of the underlying exposure. Contracts outstanding at ~~September 30, 2021~~March 31, 2022 mature between one and ~~twenty~~thirty-one months.

Crown Holdings, Inc.

The Company uses commodity forward contracts to hedge anticipated purchases of various commodities, ~~including~~primarily aluminum, ~~fuel oil and natural gas,~~ and these exposures are hedged by a central treasury unit.

The Company also designates certain foreign exchange contracts as cash flow hedges of anticipated foreign currency denominated sales or purchases. The Company manages these risks at the operating unit level. ~~Foreign~~Often, foreign currency risk is generally hedged together with the related commodity price risk.

The Company may also ~~uses~~use interest rate swaps to convert interest on floating rate debt to a fixed-rate.

The following tables set forth financial information about the impact on other comprehensive income ("OCI"), accumulated other comprehensive income ("AOCI") and earnings from changes in the fair value of derivative instruments.


		Amount of gain/(loss) recognized in OCI				Amount of gain/(loss) recognized in OCI						Amount of gain/(loss) recognized in OCI
		Three Months Ended September 30,				Nine Months Ended September 30,						Three Months Ended March 31,
Derivatives in cash flow hedges	Derivatives in cash flow hedges	2021		2020		2021		2020			Derivatives in cash flow hedges	2022		2021
Foreign exchange	Foreign exchange	$	2	$	(2)	$	1	$	1		Foreign exchange	$	(5)	$	(1)
Interest Rate	Interest Rate	—		—		2		(1)			Interest Rate	—		1
Commodities	Commodities	21		16		76		(21)			Commodities	50		25
		$	23	$	14	$	79	$	(21)			$	45	$	25

		Amount of gain/(loss) reclassified from AOCI into income				Amount of gain/(loss) reclassified from AOCI into income						Amount of gain/(loss) reclassified from AOCI into income
		Three Months Ended September 30,				Nine Months Ended September 30,						Three Months Ended March 31,
Derivatives in cash flow hedges	Derivatives in cash flow hedges	2021		2020		2021		2020		Affected line items in the Statement of Operations	Derivatives in cash flow hedges	2022		2021		Affected line items in the Statement of Operations
Foreign exchange	Foreign exchange	$	2	$	—	$	1	$	(2)	Net sales	Foreign exchange	$	(5)	$	(1)	Net sales
Commodities	Commodities	(15)		$	7	(35)		17		Net sales	Commodities	(11)		$	(4)	Net sales
Foreign exchange	Foreign exchange	—		—		—		—		Cost of products sold	Foreign exchange	(1)		—		Cost of products sold
Commodities	Commodities	45		(21)		100		(61)		Cost of products sold	Commodities	26		19		Cost of products sold
		32		(14)		66		(46)		Income from continuing operations before taxes		9		14		Income from continuing operations before taxes
		(7)		3		(16)		12		Provision for income taxes		(3)		(4)		Provision for income taxes
		25		(11)		50		(34)		Net income from continuing operations		6		10		Net income from continuing operations
Foreign exchange	Foreign exchange	—		—		—		(1)		Net (loss) / income from discontinued operations	Foreign exchange	—		1		Net income from discontinued operations
Commodities		4		—		5		—		Net (loss) / income from discontinued operations

Total reclassified	Total reclassified	$	29	$	(11)	$	55	$	(35)	Net income	Total reclassified	$	6	$	11	Net income

~~Crown Holdings, Inc.~~

For the twelve-month period ending ~~September 30, 2022,~~March 31, 2023, a net gain of ~~$56~~$71 ($~~46,~~58, net of tax) is expected to be reclassified to earnings for commodity and foreign exchange contracts. No material amounts were reclassified during the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ in connection with anticipated transactions that were considered probable of not occurring.

Fair Value Hedges and Contracts Not Designated as Hedges

The Company designates certain derivative financial instruments as fair value hedges of recognized foreign-denominated assets and liabilities, generally trade accounts receivable and payable and unrecognized firm commitments. The notional values and maturity dates of the derivative instruments coincide with those of the hedged items. Changes in fair value of the derivative financial instruments, excluding time value, are offset by changes in fair value of the related hedged items.

Crown Holdings, Inc.

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, the Company recorded ~~gains~~a loss of $7$21 and $1a gain of $7 from foreign exchange contracts designated as fair value hedges. ~~For both the three and nine months ended September 30, 2020, the Company recorded gains of $3 and $26 related to these contracts.~~ These adjustments were reported within foreign exchange in the Consolidated Statements of Operations.

Certain derivative financial instruments, including foreign exchange contracts related to intercompany debt, were not designated or did not quality for hedge accounting; however, they are effective economic hedges as the changes in their fair value, except for time value, are offset by changes arising from re-measurement of the related hedged items. The Company’s primary use of these derivative instruments is to offset the earnings impact that fluctuations in foreign exchange rates have on certain monetary assets and liabilities denominated in nonfunctional currencies. Changes in fair value of these derivative instruments are immediately recognized in earnings as foreign exchange adjustments.

The following table sets forth the impact on earnings from derivatives not designated as hedges.


		Pre-tax amounts of gain/(loss) recognized in income on derivative				Pre-tax amounts of gain/(loss) recognized in income on derivative						Pre-tax amounts of gain/(loss) recognized in income on derivative
		Three Months Ended September 30,				Nine Months Ended September 30,						Three Months Ended March 31,
Derivatives not designated as hedges	Derivatives not designated as hedges	2021		2020		2021		2020		Affected line item in the Statement of Operations	Derivatives not designated as hedges	2022		2021		Affected line item in the Statement of Operations

Foreign exchange	Foreign exchange	$	—	$	—	$	(1)	$	—	Net sales	Foreign exchange	$	(4)	$	(1)	Net sales
Foreign exchange	Foreign exchange	—		(1)		—		(1)		Cost of products sold	Foreign exchange	1		1		Cost of products sold

Foreign exchange	Foreign exchange	(7)		13		(18)		19		Foreign exchange	Foreign exchange	(10)		(13)		Foreign exchange
Foreign exchange		—		—		—		1		Net (loss) / income from discontinued operations
		$	(7)	$	12	$	(19)	$	19
												$	(13)	$	(13)

Net Investment Hedges

The Company designates certain debt and derivative instruments as net investment hedges to manage foreign currency risk relating to net investments in subsidiaries denominated in foreign currencies and reduce the variability in the functional currency equivalent cash flows.

During the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, the Company recorded ~~gains~~a gain of ~~$40~~$17 ($~~40, net of tax) and $81 ($81,~~10, net of tax) in other comprehensive income for certain debt instruments that are designated as hedges of its net investment in a euro-based subsidiary. During the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, the Company recorded a ~~loss~~gain of ~~$61~~$54 ($~~61,~~54, net of tax) in other comprehensive income for these net investment hedges. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, cumulative gains of ~~$48~~$86 ($~~71,~~102, net of tax) and ~~losses~~gains of ~~$33~~$69 ($~~10,~~92, net of tax) were recognized in accumulated other comprehensive income related to these net investment hedges and the carrying amount of the hedged net investment was ~~€1,403~~€551 ($~~1,625)~~610) at ~~September 30, 2021.~~March 31, 2022.

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

~~Crown Holdings, Inc.~~


		Amount of gain / (loss) recognized in AOCI				Amount of gain / (loss) recognized in AOCI					Amount of gain / (loss) recognized in AOCI
		Three months ended September 30,				Nine months ended September 30,					Three Months Ended March 31,
Derivatives designated as net investment hedges	Derivatives designated as net investment hedges	2021		2020		2021		2020		Derivatives designated as net investment hedges	2022		2021
Foreign exchange	Foreign exchange	$	16	$	(43)	$	42	$	(4)	Foreign exchange	$	2	$	22

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.

Crown Holdings, Inc.

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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. The fair values of these financial instruments were reported under Level 2 of the fair value hierarchy.


		Balance Sheet classification	September 30, 2021		December 31, 2020		Balance Sheet classification	September 30, 2021		December 31, 2020			Balance Sheet classification	March 31, 2022		December 31, 2021		Balance Sheet classification	March 31, 2022		December 31, 2021
Derivatives designated as hedging instruments	Derivatives designated as hedging instruments											Derivatives designated as hedging instruments
Foreign exchange contracts cash flow	Foreign exchange contracts cash flow	Other current assets	$	7	$	5	Accrued liabilities	$	5	$	5	Foreign exchange contracts cash flow	Prepaid expenses and other current assets	$	2	$	3	Accrued liabilities	$	3	$	10
		Current assets held for sale	—		4		Current liabilities held for sale	—		3
		Other non-current assets	—		—		Other non-current liabilities	—		1
Foreign exchange contracts fair value	Foreign exchange contracts fair value	Other current assets	6		2		Accrued liabilities	3		6		Foreign exchange contracts fair value	Prepaid expenses and other current assets	1		1		Accrued liabilities	6		2

Commodities contracts cash flow	Commodities contracts cash flow	Other current assets	85		43		Accrued liabilities	30		11		Commodities contracts cash flow	Prepaid expenses and other current assets	107		53		Accrued liabilities	35		17
		Current assets held for sale	—		2		Current liabilities held for sale	—		—
		Other non-current assets	6		4		Other non-current liabilities	2		—			Other non-current assets	20		2		Other non-current liabilities	9		1
Interest rate contracts cash flow		Other non-current assets	—		—		Other non-current liabilities	—		2

Net investment hedge	Net investment hedge	Other non-current assets	41		7		Other non-current liabilities	—		20		Net investment hedge	Other non-current assets	51		49		Other non-current liabilities	—		—
			$	145	$	67		$	40	$	48			$	181	$	108		$	53	$	30
Derivatives not designated as hedging instruments	Derivatives not designated as hedging instruments											Derivatives not designated as hedging instruments
Foreign exchange contracts	Foreign exchange contracts	Other current assets	$	2	$	9	Accrued liabilities	$	6	$	4	Foreign exchange contracts	Prepaid expenses and other current assets	$	4	$	3	Accrued liabilities	$	7	$	3

			$	2	$	9		$	6	$	4			$	4	$	3		$	7	$	3

Total derivatives	Total derivatives		$	147	$	76		$	46	$	52	Total derivatives		$	185	$	111		$	60	$	33

~~Crown Holdings, Inc.~~

~~Fair Value Hedge Carrying Amounts~~


		Carrying amount of the hedged assets / liabilities					Carrying amount of the hedged assets / liabilities
		September 30, 2021		December 31, 2020							March 31, 2022		December 31, 2021
Line item in the Balance Sheet in which the hedged item is included	Line item in the Balance Sheet in which the hedged item is included					Line item in the Balance Sheet in which the hedged item is included	March 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	25	$	22			Cash and cash equivalents		$	31	$	38
Receivables, net	Receivables, net	15		11					Receivables, net		16		21
Accounts payable	Accounts payable	108		100					Accounts payable		90		116

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the cumulative amount of fair value hedging adjustments included in the carrying amount of the ~~hedge~~hedged assets and liabilities were net gains of $3$5 and ~~$4.~~$1.

Offsetting of Derivative Assets and Liabilities

Certain derivative financial instruments are subject to agreements with counterparties similar to master netting arrangements and are eligible for offset. The Company has made an accounting policy election not to offset the fair values of these instruments within the statement of financial position. 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 September 30, 2021
Derivative assets $144 $32 $112
Derivative liabilities 64 32 32
Balance at December 31, 2020
Derivative assets 76 11 65
Derivative liabilities 52 11 41

Crown Holdings, Inc.


	Gross amounts recognized in the Balance Sheet	Gross amounts not offset in the Balance Sheet	Net amount
Balance at March 31, 2022
Derivative assets	$185	$44	$141
Derivative liabilities	60	44	16

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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 were:

September 30, 2021 December 31, 2020
Derivatives designated as cash flow hedges:
Foreign exchange $ 409 $ 1,127
Commodities 150 248
Interest rate — 200
Derivatives designated as fair value hedges:
Foreign exchange 211 183
Derivatives designated as net investment hedges:
Foreign exchange 875 1,075
Derivatives not designated as hedges:
Foreign exchange 617 722


	March 31, 2022		December 31, 2021
Derivatives designated as cash flow hedges:
Foreign exchange	$	231	$	241
Commodities	249		261

Derivatives designated as fair value hedges:
Foreign exchange	225		229
Derivatives designated as net investment hedges:
Foreign exchange	875		875
Derivatives not designated as hedges:
Foreign exchange	572		617

1917

Crown Holdings, Inc.

L.K. Debt

The Company's outstanding debt was as follows:


		September 30, 2021				December 31, 2020					March 31, 2022				December 31, 2021
		Principal		Carrying		Principal		Carrying			Principal		Carrying		Principal		Carrying
		outstanding		amount		outstanding		amount			outstanding		amount		outstanding		amount
Short-term debt	Short-term debt	$	79	$	79	$	104	$	104	Short-term debt	$	96	$	96	$	75	$	75

Long-term debt	Long-term debt									Long-term debt
Senior secured borrowings:	Senior secured borrowings:									Senior secured borrowings:
Revolving credit facilities	Revolving credit facilities	—		—		—		—		Revolving credit facilities	179		179		50		50
Term loan facilities	Term loan facilities									Term loan facilities
U.S. dollar at LIBOR + 1.2% due 2024		1,009		1,004		1,029		1,023
U.S. dollar due 2024										U.S. dollar due 2024	988		985		1,002		997

Euro at EURIBOR + 1.2% due 20241		357		357		387		387
Euro due 20241										Euro due 20241	329		329		344		344

Senior notes and debentures:	Senior notes and debentures:									Senior notes and debentures:
€650 at 4.0% due 2022		753		752		794		791
U. S. dollar at 4.50% due 2023		1,000		998		1,000		997
€335 at 2.25% due 2023	€335 at 2.25% due 2023	388		387		409		407		€335 at 2.25% due 2023	371		370		381		380
€550 at 0.75% due 2023	€550 at 0.75% due 2023	637		634		671		666		€550 at 0.75% due 2023	609		607		626		624
€600 at 2.625% due 2024	€600 at 2.625% due 2024	695		692		733		729		€600 at 2.625% due 2024	664		661		683		680
€600 at 3.375% due 2025	€600 at 3.375% due 2025	695		691		733		728		€600 at 3.375% due 2025	664		660		683		679
U.S. dollar at 4.25% due 2026	U.S. dollar at 4.25% due 2026	400		396		400		396		U.S. dollar at 4.25% due 2026	400		397		400		396
U.S. dollar at 4.75% due 2026	U.S. dollar at 4.75% due 2026	875		866		875		865		U.S. dollar at 4.75% due 2026	875		867		875		867
U.S. dollar at 7.375% due 2026	U.S. dollar at 7.375% due 2026	350		348		350		348		U.S. dollar at 7.375% due 2026	350		348		350		348
€500 at 2.875% due 2026	€500 at 2.875% due 2026	580		575		610		603		€500 at 2.875% due 2026	555		551		570		565
U.S. dollar at 5.25% due 2030										U.S. dollar at 5.25% due 2030	500		493		—		—
U.S. dollar at 7.50% due 2096	U.S. dollar at 7.50% due 2096	40		40		40		40		U.S. dollar at 7.50% due 2096	40		40		40		40
Other indebtedness in various currencies	Other indebtedness in various currencies	156		156		110		110		Other indebtedness in various currencies	304		304		217		217

Total long-term debt	Total long-term debt	7,935		7,896		8,141		8,090		Total long-term debt	6,828		6,791		6,221		6,187
Less current maturities	Less current maturities	(1,865)		(1,862)		(67)		(67)		Less current maturities	(1,139)		(1,137)		(136)		(135)
Total long-term debt, less current maturities	Total long-term debt, less current maturities	$	6,070	$	6,034	$	8,074	$	8,023	Total long-term debt, less current maturities	$	5,689	$	5,654	$	6,085	$	6,052

(1) ~~€308~~€297 and ~~€317~~€303 at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021

The estimated fair value of the Company’s long-term borrowings, using a market approach incorporating Level 2 inputs such as quoted market prices for the same or similar issues, was ~~$8,330~~$6,967 at ~~September 30, 2021~~March 31, 2022 and ~~$8,617~~$6,548 at December 31, ~~2020.~~2021.

In ~~September 2021,~~March 2022, the Company issued ~~an unconditional notice~~$500 principal amount of ~~redemption to redeem~~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 ~~€650 ($753 as~~U.S. subsidiaries. The Company paid $7 in issuance costs that will be amortized over the term of ~~September 30, 2021) 4.0% senior notes due 2022 and its $1,000 4.5% senior notes due 2023. The senior notes were redeemed in October 2021. In connection with~~ the ~~redemption, the Company expects to record a loss from early extinguishment of debt of approximately $67 in the fourth quarter of 2021 for premium payments and the write-off of deferred financing fees.~~

notes.

~~Crown Holdings, Inc.~~

M.L. Pension and Other Postretirement Benefits

The components of net periodic pension and other postretirement benefits costs for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ were as follows:


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
Pension benefits – U.S. plans	Pension benefits – U.S. plans	2021		2020		2021		2020		Pension benefits – U.S. plans	2022		2021
Service cost	Service cost	$	5	$	4	$	16	$	14	Service cost	$	5	$	5
Interest cost	Interest cost	6		9		18		28		Interest cost	8		6
Expected return on plan assets	Expected return on plan assets	(16)		(18)		(47)		(55)		Expected return on plan assets	(19)		(15)
Recognized prior service cost		1		1		1		1

Recognized net loss	Recognized net loss	15		14		45		42		Recognized net loss	12		15
Net periodic cost	Net periodic cost	$	11	$	10	$	33	$	30	Net periodic cost	$	6	$	11

Three Months Ended Nine Months Ended
September 30, September 30,
Pension benefits – Non-U.S. plans 2021 2020 2021 2020
Service cost $ 3 $ 3 $ 10 $ 9
Interest cost 9 14 27 40
Expected return on plan assets (20) (26) (61) (79)
Settlement loss — 5 — 61
Recognized net loss 8 5 27 18
Net periodic cost $ — $ 1 $ 3 $ 49

Crown Holdings, Inc.

Three Months Ended Nine Months Ended
September 30, September 30,
Other postretirement benefits 2021 2020 2021 2020
Service cost $ 1 $ — $ 1 $ —
Interest cost 1 — 2 2
Recognized prior service credit (6) (6) (19) (19)
Recognized net loss 1 1 3 3
Net periodic benefit $ (3) $ (5) $ (13) $ (14)


	Three Months Ended
	March 31,
Pension benefits – Non-U.S. plans	2022		2021
Service cost	$	2	$	3
Interest cost	4		9
Expected return on plan assets	(5)		(20)



Recognized net loss	1		9

Net periodic cost	$	2	$	1

In the three and nine months ended September 30, 2020, the Company recorded settlement charges related to the payment of lump sum buy-outs to settle certain non-U.S. pension obligations using plan assets.


	Three Months Ended
	March 31,
Other postretirement benefits	2022		2021

Interest cost	1		1
Recognized prior service credit	(5)		(7)
Recognized net loss	1		1
Net periodic benefit	$	(3)	$	(5)

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. ~~The~~In 2021, the Company made a cash contribution of $271 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 will be issued an individual annuity contract. The issuer of the individual annuity insurance contracts will be solely responsible for paying each participant's benefits in full. Irrevocable transfer of the Plan's obligations is expected to occur in November 2021. The Company ~~expects to record~~recorded a settlement charge of ~~approximately $1.3 billion~~$1,511 in the fourth quarter of ~~2021. Additionally,~~2021, upon irrevocable transfer of the Plan's obligations. The Company expects $175 of the cash contribution to be repaid as the Plan sells its remaining illiquid ~~assets during~~assets. The Company was reimbursed $55 in the fourth quarter of 2021 and $24 in the first quarter of 2022.

The components of net periodic cost / (benefit) other than the service cost component are included in other pension and postretirement in the Consolidated Statement of Operations.

The following table provides information about amounts reclassified from accumulated other comprehensive income.


	Three Months Ended
	March 31,
Details about accumulated other comprehensive income components	2022		2021		Affected line items in the statement of operations
Actuarial losses	$	14	$	25	Other pension and postretirement
Prior service credit	(5)		(7)		Other pension and postretirement

	9		18		Income from continuing operations before taxes
	(2)		(3)		Provision for income taxes
Total reclassified	7		15		Net income from continuing operations

M. Capital Stock

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 repurchased $350 of its shares during the three months ended March 31, 2022 and $950 of its shares during the twelve months ended December 31, 2021.

Crown Holdings, Inc.

Three Months Ended Nine Months Ended
September 30, September 30,
Details about accumulated other comprehensive income components 2021 2020 2021 2020 Affected line items in the statement of operations
Actuarial losses $ 24 $ 20 $ 75 $ 63 Other pension and postretirement
Settlements — 5 — 61 Other pension and postretirement
Prior service credit (5) (5) (18) (18) Other pension and postretirement
19 20 57 106 Income from continuing operations before taxes
(5) (5) (13) (21) Provision for income taxes
14 15 44 85 Net income from continuing operations
Actuarial losses 9 — 9 — Net (loss) / income from discontinued operations
Total reclassified $ 23 $ 15 $ 53 $ 85 Net income from continuing operations attributable to Crown Holdings
For the three months ended March 31, 2022, the Company declared and paid cash dividends of $0.22 per share. Additionally, on April 28, 2022, the Company's Board of Directors declared a dividend of $0.22 per share payable on May 26, 2022 to shareholders of record as of May 12, 2022.

N. Accumulated Other Comprehensive Income

The following table provides information about the changes in each component of accumulated other comprehensive income.


		Defined benefit plans		Foreign currency translation		Gains and losses on cash flow hedges		Total
Balance at January 1, 2020		$	(1,449)	$	(1,668)	$	(14)	$	(3,131)

Other comprehensive loss before reclassifications		(4)		(293)		(21)		(318)
Amounts reclassified from accumulated other comprehensive income		85		—		35		120
Other comprehensive income / (loss)		81		(293)		14		(198)
Balance at September 30, 2020		$	(1,368)	$	(1,961)	$	—	$	(3,329)
											Defined benefit plans		Foreign currency translation		Gains and losses on cash flow hedges		Total
Balance at January 1, 2021	Balance at January 1, 2021	$	(1,464)	$	(1,759)	$	30	$	(3,193)	Balance at January 1, 2021	$	(1,464)	$	(1,759)	$	30	$	(3,193)

Other comprehensive (loss) / income before reclassifications	Other comprehensive (loss) / income before reclassifications	(4)		(25)		79		50		Other comprehensive (loss) / income before reclassifications	—		(34)		25		(9)
Amounts reclassified from accumulated other comprehensive income	Amounts reclassified from accumulated other comprehensive income	53		553		(55)		551		Amounts reclassified from accumulated other comprehensive income	15		—		(11)		4
Other comprehensive income / (loss)										Other comprehensive income / (loss)	15		(34)		14		(5)
Balance at March 31, 2021										Balance at March 31, 2021	$	(1,449)	$	(1,793)	$	44	$	(3,198)

Balance at January 1, 2022										Balance at January 1, 2022	$	(768)	$	(1,158)	$	28	$	(1,898)

Other comprehensive (loss) / income before reclassifications										Other comprehensive (loss) / income before reclassifications	—		13		45		58
Amounts reclassified from accumulated other comprehensive income										Amounts reclassified from accumulated other comprehensive income	7		—		(6)		1
Other comprehensive income	Other comprehensive income	49		528		24		601		Other comprehensive income	7		13		39		59
Balance at September 30, 2021		$	(1,415)	$	(1,231)	$	54	$	(2,592)
Balance at March 31, 2022										Balance at March 31, 2022	$	(761)	$	(1,145)	$	67	$	(1,839)

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

~~During the nine months ended September 30, 2021, the Company reclassified foreign currency translation as a result of the sale of the European Tinplate business. See~~ ~~Note C~~ ~~for more information.~~

~~Crown Holdings, Inc.~~

O. Revenue

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company recognized revenue as follows:


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Revenue recognized over time	Revenue recognized over time	$	1,527	$	1,239	$	4,448	$	3,696	Revenue recognized over time	$	1,717	$	1,390
Revenue recognized at a point in time	Revenue recognized at a point in time	1,393		1,250		3,892		3,236		Revenue recognized at a point in time	1,445		1,174
Total revenue	Total revenue	$	2,920	$	2,489	$	8,340	$	6,932	Total revenue	$	3,162	$	2,564

See Note RQ 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~~

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 ~~recorded~~had net contract assets of ~~$34~~$33 and ~~$20~~$23 as of March 31, 2022 and December 31, 2021 included in prepaid and other current ~~assets as of September 30, 2021 and December 31, 2020.~~assets. During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company satisfied performance obligations related to contract assets at December 31, ~~2020 related to customized work-in-process inventory for the Company's equipment business~~2021 and also recorded new contract assets primarily related to ~~this business.~~

P. ~~Income Tax~~

~~For the three and nine months ended September 30, 2021, the Company recorded income tax charges of $11 and $42~~work in ~~continuing operations for~~ ~~reorganizations and other transactions required to prepare the European Tinplate business for sale. Additionally,~~process for the nine months ended September 30, 2021, the Company also recorded income tax benefits of $8 related to tax law changes in India and the U.K and an income tax charge of $40 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 Tinplateequipment business. ~~See~~ ~~Note C~~ ~~for more information regarding the sale of the European Tinplate business.~~

For the three and nine months ended September 30, 2020, the Company recorded an income tax charge of $8 related to a tax law change in the U.K. The nine months ended September 30, 2020, also included a benefit of $4 arising from a tax law change in India.

Crown Holdings, Inc.

Q.P. Earnings Per Share

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


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Net income from continuing operations attributable to Crown Holdings	Net income from continuing operations attributable to Crown Holdings	$	187	$	148	$	485	$	291	Net income from continuing operations attributable to Crown Holdings	$	216	$	167
Net (loss) / income from discontinued operations attributable to Crown Holdings		(85)		66		(44)		137
Net income from discontinued operations attributable to Crown Holdings										Net income from discontinued operations attributable to Crown Holdings	—		44
Net income attributable to Crown Holdings	Net income attributable to Crown Holdings	$	102	$	214	$	441	$	428	Net income attributable to Crown Holdings	$	216	$	211

Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	128.7		133.3		131.9		133.6		Basic	123.6		133.6
Dilutive restricted stock		1.0		1.1		1.0		0.9
Dilutive stock options and restricted stock										Dilutive stock options and restricted stock	0.8		1.0
Diluted	Diluted	129.7		134.4		132.9		134.5		Diluted	124.4		134.6

Earnings per common share attributable to Crown Holdings:	Earnings per common share attributable to Crown Holdings:									Earnings per common share attributable to Crown Holdings:
Basic earnings per common share from continuing operations	Basic earnings per common share from continuing operations	$	1.45	$	1.11	$	3.68	$	2.18	Basic earnings per common share from continuing operations	$	1.75	$	1.25
Basic earnings per common share from discontinued operations	Basic earnings per common share from discontinued operations	(0.66)		0.50		(0.34)		1.02		Basic earnings per common share from discontinued operations	—		0.33
Basic earnings per share	Basic earnings per share	$	0.79	$	1.61	$	3.34	$	3.20	Basic earnings per share	$	1.75	$	1.58

Diluted earnings per common share from continuing operations	Diluted earnings per common share from continuing operations	$	1.44	$	1.10	$	3.65	$	2.16	Diluted earnings per common share from continuing operations	$	1.74	$	1.24
Diluted earnings per common share from discontinued operations	Diluted earnings per common share from discontinued operations	(0.65)		0.49		(0.33)		1.02		Diluted earnings per common share from discontinued operations	—		0.33
Diluted earnings per share	Diluted earnings per share	$	0.79	$	1.59	$	3.32	$	3.18	Diluted earnings per share	$	1.74	$	1.57

For the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, 0.1 million contingently issuable common shares were excluded from the computation of diluted earnings per share because the effect would be anti-dilutive.

For the nine months ended September 30, 2020, 0.7 million contingently issuable common shares were excluded from the computation of diluted earnings per share because the effect would be anti-dilutive.

For the three and nine months ended September 30, 2021, the Company declared and paid cash dividends of $0.20 per share and $0.60 per share. Additionally, on October 28, 2021, the Company's Board of Directors declared a dividend of $0.20 per share payable on November 26, 2021 to shareholders of record on November 12, 2021.

R.Q. Segment Information

The Company evaluates performance and allocates resources based on segment income, which is not a defined term under GAAP. The Company defines segment income as income from operations adjusted to exclude intangibles amortization charges, ~~provisions for asbestos~~Restructuring and ~~restructuring and other,~~Other and the impact of fair value adjustments to inventory acquired in an acquisition.

Segment income should not be considered in isolation or as a substitute for net income prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies.

The tables below present information about the Company's operating segments.


	External Sales
	Three Months Ended
	March 31,
	2022		2021
Americas Beverage	$	1,226	$	993
European Beverage	510		389

Asia Pacific	413		331
Transit Packaging	657		557
Total reportable segments	2,806		2,270
Other	356		294
Total	$	3,162	$	2,564

2421

Crown Holdings, Inc.

External Sales External Sales
Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Americas Beverage $ 1,151 $ 960 $ 3,240 $ 2,608
European Beverage 513 418 1,381 1,094
Asia Pacific 280 281 941 852
Transit Packaging 644 511 1,838 1,495
Total reportable segments 2,588 2,170 7,400 6,049
Other segments 332 319 940 883
Total $ 2,920 $ 2,489 $ 8,340 $ 6,932

The primary sources of revenue included in ~~other segments~~Other are the Company's food can, aerosol can, and closures businesses in North America, and beverage tooling and equipment operations in the U.S. and U.K.


		Intersegment Sales				Intersegment Sales					Intersegment Sales
		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021

European Beverage	European Beverage	$	36	$	9	$	108	$	10	European Beverage	$	30	$	36

Transit Packaging	Transit Packaging	7		3		20		10		Transit Packaging	8		7
Total reportable segments	Total reportable segments	43		12		128		20		Total reportable segments	38		43
Other segments		38		12		98		66
Other										Other	29		30
Total	Total	$	81	$	24	$	226	$	86	Total	$	67	$	73

Intersegment sales primarily include sales of cans, ends and ~~components used to manufacture cans, such as printed and coated metal, as well as~~ parts and equipment used in the manufacturing process.


		Segment Income				Segment Income					Segment Income
		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Americas Beverage	Americas Beverage	$	190	$	193	$	575	$	456	Americas Beverage	$	164	$	188
European Beverage	European Beverage	76		76		216		152		European Beverage	53		62

Asia Pacific	Asia Pacific	32		41		131		125		Asia Pacific	53		52
Transit Packaging	Transit Packaging	83		72		235		189		Transit Packaging	61		70
Total reportable segments	Total reportable segments	$	381	$	382	$	1,157	$	922	Total reportable segments	$	331	$	372

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

~~Crown Holdings, Inc.~~


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Segment income of reportable segments	Segment income of reportable segments	$	381	$	382	$	1,157	$	922	Segment income of reportable segments	$	331	$	372
Segment income of other segments		39		32		111		81
Segment income of other										Segment income of other	94		36
Corporate and unallocated items	Corporate and unallocated items	(41)		(47)		(125)		(121)		Corporate and unallocated items	(42)		(39)
Restructuring and other	Restructuring and other	11		(11)		42		(20)		Restructuring and other	1		—
Amortization of intangibles	Amortization of intangibles	(42)		(41)		(125)		(121)		Amortization of intangibles	(40)		(42)

Other pension and postretirement	Other pension and postretirement	1		1		4		(42)		Other pension and postretirement	4		1
Interest expense	Interest expense	(66)		(69)		(203)		(220)		Interest expense	(54)		(69)
Interest income	Interest income	2		2		5		7		Interest income	3		2
Foreign exchange	Foreign exchange	—		(1)		1		16		Foreign exchange	10		2
Income from continuing operations before taxes		$	285	$	248	$	867	$	502
Income from continuing operations before taxes and equity in net earnings of affiliates										Income from continuing operations before taxes and equity in net earnings of affiliates	$	307	$	263

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, intercompany profits of $4 and ~~$8 were eliminated within segment income of other segments.~~

~~For the three and nine months ended September 30, 2020, intercompany profits of less than $1 and $5~~$2 were eliminated within segment income of other segments.

Corporate and unallocated items includes corporate and division administrative costs, technology costs, and unallocated items such as stock-based compensation.

2622

Crown Holdings, Inc.

PART I - FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

(dollars in millions)

Introduction

The following discussion presents management's analysis of the results of operations for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 compared to ~~2020~~2021 and changes in financial condition and liquidity from December 31, ~~2020.~~2021. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, along with the consolidated financial statements and related notes included in and referred to within this report.

Business Strategy and Trends

The Company's strategy is to ~~grow~~deploy capital into its ~~businesses in targeted growth markets, while improving operations and results in more mature markets through disciplined pricing, cost control and careful capital allocation.~~

~~The Company's~~ global beverage can ~~business continues~~operations to ~~be a major strategic focus for organic growth.~~expand production capacity to support growing customer demand in alcoholic and non-alcoholic drink categories. Beverage cans are the ~~world’s~~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, although volumes~~expansion.

The Company's capital allocation strategy also focuses on reducing leverage and returning capital to shareholders in ~~certain~~the form of ~~those markets have been affected by~~dividends and the ~~impact~~repurchase of Company shares. In December 2021, the ~~coronavirus pandemic.~~ Board of Directors authorized the repurchase of $3.0 billion in Company common stock through the end of 2024.

The Company continues to ~~invest in capacity expansion~~actively elevate its commitment to ~~meet~~sustainability, which is a core value of the ~~accelerating demand.~~

~~The Company's primary capital allocation focus has been~~Company. In 2020, the Company debuted Twentyby30, a robust program that outlines twenty measurable, science based, environmental, social and governance goals to ~~reduce leverage, as was successfully accomplished following previous acquisitions, and to begin to return capital to its shareholders. On August 31,~~be completed by 2030 or sooner. In September 2021, the Company ~~completed the previously announced sale of its European Tinplate~~joined The Climate Pledge, a commitment to be net-zero carbon across business to KPS Capital Partners, LP. The European Tinplate business comprised the Company's European Food segment and its European Aerosol and Promotional Packaging reporting unit which was previously reported in the Company's other segments. The Company received pre-tax proceeds of approximately €1.9 billion ($2.3 billion) from the transaction and retained a 20% ownership stake in the Business. Proceeds from the Transaction are being used to fund capital projects, repurchase Company stock and to redeem certain of the Company's senior notes as further described in ~~Note L~~.operations by 2040.

In response to the ongoing ~~coronavirus~~COVID-19 pandemic, the Company continues to ~~take actions to ensure the safety of its employees. The Company has increased~~maintain safety measures in its manufacturing facilities to protect ~~the safety of~~ 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 food and beverages, 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.

The Company is working to keep its manufacturing facilities around 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. The Company is actively monitoring and managing supply chain challenges, including coordinating with its suppliers to identify and mitigate potential areas of risk and manage inventories.

~~The~~To date the war between Russia and the Ukraine has not had a material impact on the Company's business, financial condition or results of operations. However, the Company ~~continues~~may experience shortages in materials and increased costs for transportation, energy, and raw material due in part to ~~actively elevate its industry-leading commitment to sustainability, which is a core value~~the negative impact of the ~~Company. In 2020,~~Russia-Ukraine war on the Company debuted Twentyby30, a robust program that outlines twenty measurable 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.

~~Crown Holdings, Inc.~~

~~Item 2. Management's Discussion and Analysis~~ ~~(Continued)~~global economy.

Results of Operations

~~In assessing performance, the~~The key ~~performance~~ measure used by the Company in assessing performance is segment income, a non-GAAP measure ~~generally~~ defined by the Company as income from operations adjusted to exclude intangibles amortization charges, ~~provisions for asbestos~~Restructuring and ~~restructuring and other,~~Other and the impact of fair value adjustments to inventory acquired in an acquisition.

The foreign currency translation impacts referred to in the discussion below were primarily due to changes in the ~~Mexican peso in the Company's Americas Beverage segment, the~~ euro 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 of foreign currency translation by multiplying or dividing, as appropriate, current year U.S. dollar results by

Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued)

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

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Net sales $ 2,920 $ 2,489 $ 8,340 $ 6,932


	Three Months Ended
	March 31,
	2022		2021
Net sales	$	3,162	$	2,564

~~Three and nine months ended September 30, 2021 compared to 2020~~

Net sales increased primarily due to the pass-through of higher material costs across each of the Company's businesses and higher sales unit volumes in the Company's European and Asia Pacific beverage can ~~and transit packaging~~ businesses, ~~the pass through of higher material costs and $17 and $153~~partially offset by $42 from the impact of unfavorable foreign currency translation for the three ~~and nine~~ months ended ~~September 30, 2021.~~March 31, 2022.

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 onat a ~~third line at its Nichols, NY facility~~new two-line plant in ~~June 2020, two lines at its new~~ Bowling Green, Kentucky ~~facility during~~in the second ~~and third~~ quarter of 2021 and on a third line at its Olympia, Washington plant in the third quarter of 2021. The Company also announced construction of a new ~~facility~~two-line plant in Martinsville, Virginia which is expected to commence operations late in 2022 and a new ~~facility~~two-line plant in Mesquite, Nevada which is expected to commence operations in ~~late second~~2023.

In December 2021, the Bowling Green plant sustained tornado damage, resulting in curtailment of operations of the plant. The Company resumed operations in March 2022. However, it will continue to incur incremental costs, including freight and warehousing expenses, to meet customer demand as the plant returns to full operational capacity and during a shut-down period expected in the back half of 2022 to complete final repairs to the plant. The Company has property and business interruption insurance policies for weather related events that include these incremental expenses. The Company recognizes insurance recoveries for incremental costs incurred as the recoveries become probable. The plant is expected to be at full operational capacity by the end of the fourth quarter ~~of 2023.~~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. ATo meet volume requirements in these markets, the Company began commercial production on a second line at ~~the Company's~~its Rio Verde, Brazil facility ~~is expected to commence operations during the fourth quarter of~~in 2021. The Company has also begun construction of a two-line facility in Uberaba, Brazil which is expected to begin production ~~late~~ in 2022. Additionally, ~~start-up~~production on a second line at the Company's Monterrey, Mexico facility ~~is expected~~started in ~~the first quarter of~~April 2022.

Net sales and segment income in the Americas Beverage segment were as follows:


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
		2021		2020		2021		2020			2022		2021
Net sales	Net sales	$	1,151	$	960	$	3,240	$	2,608	Net sales	$	1,226	$	993
Segment income	Segment income	190		193		575		456		Segment income	164		188

Net sales increased primarily due to the pass-through of higher aluminum costs, partially offset by 23% lower sales unit volumes in Brazil.

2824

Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued)

~~Three months ended September 30, 2021 compared to 2020~~

Net sales increased primarily due to the pass-through of higher aluminum costs and 4% higher sales unit volumes as higher sales unit volumes in North America and Mexico were partially offset by 15% lower sales unit volumes in Brazil.

Segment income decreased primarily due to ~~$3 of unfavorable foreign currency translation and higher~~lower sales unit volumes in Brazil, operating costs that were not fully passed through in selling price, ~~partially offset by increased volumes.~~

~~Nine~~and approximately $20 from incremental costs and lost profits associated with the Bowling Green tornado during the three months ended ~~September 30, 2021 compared to 2020~~

~~Net sales~~March 31, 2022 and $4 of increased ~~primarily due to 10% higher sales unit volumes, the pass-through of higher aluminum costs and $11 from the impact of favorable foreign currency translation.~~

~~Segment income increased primarily due to higher sales unit volumes and improved pricing.~~depreciation associated with recent capacity additions.

European Beverage

The Company's European Beverage segment manufactures aluminum ~~and steel~~ beverage cans and ends and supplies a variety of customers from its operations throughout Europe, the Middle East and North Africa. In recent years, the ~~Western~~ European beverage can ~~markets have~~market has been growing. InThe Company has announced construction of a new plant in Peterborough, U.K. and a new can line in the ~~second~~Agoncillo, Spain plant which are expected to commence operations during the first quarter of ~~2020, two beverage can lines in the Seville, Spain plant began commercial production of aluminum cans.~~2023.

Net sales and segment income in the European Beverage segment were as follows:

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Net sales $ 513 $ 418 $ 1,381 $ 1,094
Segment income 76 76 216 152

~~Three months ended September 30, 2021 compared to 2020~~


	Three Months Ended
	March 31,
	2022		2021
Net sales	$	510	$	389
Segment income	53		62

Net sales increased primarily due to ~~7% higher sales unit volumes,~~ the pass-through of higher aluminum costs and ~~$10~~6% higher sales unit volumes partially offset by $16 from the impact of ~~favorable~~unfavorable foreign currency translation.

Segment income ~~was comparable as higher sales unit volumes were offset by other~~decreased primarily due to inflation on operating costs that were not fully passed through in selling ~~price.~~

~~Nine months ended September 30, 2021 compared to 2020~~

~~Net sales increased primarily due to 12% higher sales unit volumes, $64~~price and $3 from the impact of ~~favorable foreign currency translation and the pass-through of higher aluminum costs.~~

~~Segment income increased primarily due to higher sales unit volumes and $8 from the impact of favorable~~unfavorable foreign currency translation, partially offset by ~~other operating costs that were not fully passed through in selling price.~~higher sales unit volumes.

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 to the impact of the coronavirus pandemic.~~ The Company began commercial production at ~~a one-line beverage can plant in Nong Khae, Thailand in July 2020 and~~ a new beverage can plant in Vung Tau, Vietnam during the third quarter of ~~2021.~~

~~Crown Holdings, Inc.~~

~~Item 2. Management's Discussion~~2021 and ~~Analysis~~ ~~(Continued)~~on a second line in the Hanoi, Vietnam beverage can plant in 2021. Additionally, the Company expects to commercialize production on a fifth line across two plants in Phnom Penh, Cambodia during 2022.

Net sales and segment income in the Asia Pacific segment were as follows:

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Net sales $ 280 $ 281 $ 941 $ 852
Segment income 32 41 131 125

~~Three months ended September 30, 2021 compared to 2020~~

~~Net sales were comparable as 8% lower sales unit volumes, primarily due to coronavirus pandemic related lockdowns in Vietnam, were partially offset by the pass-through of higher aluminum costs.~~

~~Segment income decreased primarily due to lower sales unit volumes and higher operating costs that were not fully passed through in selling price.~~

~~Nine months ended September 30, 2021 compared to 2020~~


	Three Months Ended
	March 31,
	2022		2021
Net sales	$	413	$	331
Segment income	53		52

Net sales increased due to 7%the pass-through of higher raw material costs and 20% higher sales unit volumes ~~the pass-through of higher aluminum costs, and $14~~in Vietnam as coronavirus pandemic restrictions ease, partially offset by $8 from the impact of ~~favorable~~unfavorable foreign currency translation.

Segment income ~~increased primarily due to~~was comparable as higher sales unit volumes were partially offset by higher operating costs that were not fully passed through in selling price.

Transit Packaging

The Transit Packaging segment includes the Company's global ~~consumables~~industrial and protective solutions and equipment and tools businesses. ~~Consumables include~~Industrial and protective solutions includes steel strap, plastic strap and industrial film and other

Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued)

related products that are used in a wide range of industries, and transit protection products used for a wide range of industrial and consumer products. Equipment and tools includes manual, semi-automatic and automatic equipment and tools used in end-of-line operations to apply industrial solutions consumables.

Net sales and segment income in the Transit Packaging segment were as follows:

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Net sales $ 644 $ 511 $ 1,838 $ 1,495
Segment income 83 72 235 189

~~Three months ended September 30, 2021 compared to 2020~~


	Three Months Ended
	March 31,
	2022		2021
Net sales	$	657	$	557
Segment income	61		70

Net sales increased primarily due to the pass-through of higher raw material costs and higher sales unit volumes ~~and $7~~partially offset by $19 from the impact of ~~favorable~~unfavorable foreign currency translation.

Segment income ~~increased~~decreased primarily due to ~~higher sales unit volumes.~~inflation on operating costs that were not fully passed through in selling price and $3 from the unfavorable impact of foreign currency translation.

~~Nine months ended September 30,~~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, ~~compared~~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, the Company will add a third two-piece food can line to ~~2020~~its Owatonna, Minnesota plant in 2022.

Net sales and segment income in Other were as follows:


	Three Months Ended
	March 31,
	2022		2021
Net sales	$	356	$	294
Segment income	94		36

Net sales increased primarily due to the pass-through of higher ~~raw material~~tinplate costs ~~higher sales unit volumes~~in the Company's North America food can, aerosol can and ~~$53 from the impact of favorable foreign currency translation.~~closures businesses in North America.

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.~~volumes, inflationary price increases and $35 arising from lower cost inventory from prior year-end.

Corporate and unallocated


	Three Months Ended
	March 31,
	2022		2021
Corporate and unallocated expense	$	(42)	$	(39)

Corporate and unallocated expenses were comparable for the three months ended March 31, 2022 compared to 2021.

Interest expense

For the three months ended March 31, 2022 compared to 2021, interest expense decreased from $69 to $54 due to lower outstanding debt balances.

3026

Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued)

~~Other Segments~~

~~The Company's other segments include its food can, aerosol can and closures businesses~~Equity in ~~North America, and beverage tooling and equipment operations in the U.S. and U.K. The Company commenced operations at a new food can plant in Dubuque, Iowa in the first quarter~~net earnings of ~~2021 and a new food can line in its Hanover, Pennsylvania plant in the third quarter of 2021.~~

~~Net sales and segment income in other segments were as follows:~~

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Net sales $ 332 $ 319 $ 940 $ 883
Segment income 39 32 111 81

~~Three months ended September 30, 2021 compared to 2020~~

~~Net sales increased primarily due to the pass-through of higher tinplate costs and higher sales in the Company's beverage can equipment operations.~~

~~Segment income increased due to higher sales in the Company's beverage can equipment operations.~~

~~Nine months ended September 30, 2021 compared to 2020~~

Net sales increased primarily due to higher sales in the Company's beverage can equipment operations and the pass-through of higher tinplate costs, and $11 from the impact of favorable foreign currency translation.

~~Segment income increased due to lower tinplate carryover costs in the Company's North America food can business as~~

~~compared to the nine months ended September 30, 2020 and higher sales in the Company's beverage can equipment~~

~~operations.~~

~~Corporate and Unallocated Expense~~

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Corporate and unallocated expense $ (41) $ (47) $ (125) $ (121)
affiliates

For the three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~2020, corporate and unallocated decreased due~~2021, equity in net earnings of affiliates increased from $2 to ~~lower general corporate costs and~~$17. In August 2021, the ~~impact~~Company completed the sale of ~~the European Tinplate sale.~~

For the nine months ended September 30, 2021 compared to 2020, corporate and unallocated expenses included higher personnel and incentive compensation partially offset by other general costs resulting from the coronavirus pandemic.

~~Interest Expense~~

~~For the three months and nine months ended September 30, 2021 compared to 2020, interest expense decreased from $69 to $66 and from $220 to $203 due to lower outstanding debt balances.~~

~~Crown Holdings, Inc.~~

~~Item 2. Management's Discussion and Analysis~~ ~~(Continued)~~

~~Taxes on Income~~

~~The effective tax rate for the three months ended September 30, 2021 included $11 or reorganizations and other transactions required to prepare the~~its European Tinplate business ~~for sale. The effective tax rate for the three months ended September 30, 2020 included~~and received a ~~charge of $8 related to tax law changes~~20% ownership interest in the ~~U.K.~~

~~The effective tax rate for the nine months ended September 30, 2021 increased as compared to 2020, primarily due to income tax charges~~business which is reported in equity in net earnings of ~~$42 for~~ reorganizations and other transactions required to prepare the European Tinplate business for sale and an income tax charge of $40 to establish a valuation allowance for deferred tax assets related to tax loss carryforwards in France partially offset by income tax benefits of $8 related to tax law changes in India and the U.K.

~~The Company believes that it is more likely than not that the French tax loss carryforwards will not be utilized after the sale of the European Tinplate business. See~~ ~~Note C~~ ~~for more information related to the sale of the European Tinplate business.~~

~~The effective tax rate for the nine months ended September 30, 2020 also included a benefit of $4 arising from a tax~~

~~law change in India.~~

~~Net Income Attributable to Noncontrolling Interests~~

For the three months ended September 30, 2021 compared to 2020, net income attributable to noncontrolling interests decreased from $31 to $29 primarily due to lower earnings in the Company's beverage can operations in Brazil.

For the nine months ended September 30, 2021 compared to 2020, net income attributable to noncontrolling interests increased from $72 to $107 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 was overcharged by the local tax authorities for indirect taxes paid in prior years.affiliates.

Liquidity and Capital Resources

Cash from Operations

Cash ~~provided by~~used for operating activities decreased from ~~$309~~$385 for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 to ~~$245~~$301 for the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The decrease in cash ~~provided by~~used for operating activities was primarily due to ~~higher pension contributions related~~changes in working capital and $24 received for partial reimbursement of the contribution made in 2021 to fully settle the ~~anticipated~~ U.K. pension plan ~~settlement partially offset by higher earnings and changes in working capital.~~obligation. See Note ML for more information ~~related to~~regarding the ~~anticipated~~settlement of the U.K. pension plan ~~settlement.~~obligation.

Days sales outstanding for trade receivables, excluding the impact of unbilled receivables, ~~was 39~~increased from 37 days as of ~~September 30, 2020 and~~March 31, 2021 to 41 days as of ~~September 30, 2021.~~March 31, 2022.

Inventory turnover ~~was 59~~increased from 58 days at ~~September 30, 2020 and~~March 31, 2021 to 65 days at ~~September 30, 2021.~~March 31, 2022.

Days outstanding for trade payables ~~was 81~~increased from 82 days at ~~September 30, 2020 compared~~March 31, 2021 to ~~100~~97 days at ~~September 30, 2021 due to higher raw material costs and sales unit volumes.~~March 31, 2022.

Investing Activities

~~Investing~~Cash used for investing activities ~~used cash of $309~~was comparable for the ~~nine~~three months ended ~~September 30, 2020 and provided cash of $1,791 for the nine months ended September 30,~~March 31, 2022 compared to 2021. Cash provided by investing activities included 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.

The Company currently expects capital expenditures in ~~2021~~2022 to be approximately ~~$900.~~

~~Crown Holdings, Inc.~~

~~Item 2. Management's Discussion and Analysis~~ ~~(Continued)~~$1 billion.

Financing Activities

Financing activities used cash of $55 for the three months ended March 31, 2021 and provided cash of ~~$26~~$321 for the ~~nine~~three months ended ~~September 30, 2020 and used cash~~March 31, 2022.

The Company had higher net borrowings in 2022 primarily from the issuance of ~~$913~~$500 principal amount of 5.250% senior unsecured notes due 2030. See N ote L for more information. Additionally, during the ~~nine~~three months ended ~~September 30, 2021. The~~March 31, 2022, the Company repurchased ~~$745~~$350 of ~~capital stock and paid dividends to shareholders of $79 during the nine months ended September 30, 2021.~~common stock.

Liquidity

As of ~~September 30, 2021,~~March 31, 2022, the Company had cash and cash equivalents of ~~$2,261 which included proceeds received from the sale~~$389. As of ~~the European Tinplate business. These proceeds are being used to fund capital projects, repurchase Company stock and to redeem certain~~March 31, 2022, $335 of the Company's ~~senior notes in October 2021 as further described in~~ ~~Note L~~.

~~As of September 30, 2021, $1,115 of the Company's $2,261~~$389 of cash and cash equivalents was located outside the U.S.

The Company funds its cash needs in the

U.S. through cash flows from operations in the U.S., distributions from certain foreign subsidiaries, borrowings under its revolving credit facility and the acceleration of cash receipts under its receivable securitization facilities. Of the cash and cash equivalents located outside the U.S., ~~$1,033~~$287 was held by subsidiaries for which earnings are considered indefinitely reinvested. Based on current operating plans the Company does not foresee a need to repatriate funds remaining after the redemption of certain senior notes in October 2021. If such earnings were repatriated the Company would be required to record any incremental taxes on the repatriated funds.

As of ~~September 30, 2021,~~March 31, 2022, the Company had ~~$1,585~~$1,403 of borrowing capacity available under its revolving credit facility, equal to the total facility of $1,650 less outstanding standby letters of credit of ~~$65.~~$68 and $179 of credit facility borrowings. The Company could have borrowed this amount at ~~September 30, 2021~~March 31, 2022 and still have been in compliance with its leverage ratio covenants. The Company's net total leverage ratio, as defined by the credit agreement, of ~~3.0~~3.35 to 1.0 at ~~September 30, 2021~~March 31, 2022 was in compliance with the covenant requiring a ratio of no greater than 5.0 to 1.0. The required net total leverage ratio under the agreement reduces to 4.5 to 1.0 at December 31, 2022.

Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued)

As of March 31, 2022, the Company's €335 ($371) 2.25% senior notes and its €550 ($609) 0.75% senior notes both due in February 2023 were classified as current maturities of long-term debt. The Company expects to have sufficient liquidity to refinance the senior notes or repay them at maturity.

In March 2022, the Company amended its securitization facility to increase the program limit from $500 to $700. This securitization facility expires in July 2023.

Capital Resources

As of ~~September 30, 2021,~~March 31, 2022, the Company had approximately ~~$220~~$126 of capital commitments primarily related to its Americas Beverage segment. The Company expects to fund these commitments primarily through cash flows from ~~operations and proceeds from the sale of its European Tinplate business.~~operations.

Contractual Obligations

~~Other than the announcement of the redemption of certain senior notes in October 2021 as further described in~~ ~~Note L, there~~There were no material changes to the Company's contractual obligations provided within Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” of the Company's Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, which information is incorporated herein by reference.

Supplemental Guarantor Financial Information

~~As disclosed in~~ ~~Note L, the~~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 United States, 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 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. IV, Crown Americas Capital Corp. V, Crown Americas Capital Corp. VI, the Parent, and substantially all of the Company’s subsidiaries in the United States.

~~Crown Holdings, Inc.~~

~~Item 2. Management's Discussion and Analysis~~ ~~(Continued)~~

Crown Cork Obligor Group

~~Nine~~Three Months Ended

~~September 30, 2021~~March 31, 2022

Net sales

—

Gross Profit

—

Income from operations

~~(3)~~(1)

Net income from continuing operations1

~~(101)~~(14)

Net income attributable to Crown Holdings21

~~(127)~~(14)

(1) Includes ~~$27~~$11 of expense related to intercompany interest with non-guarantor subsidiaries

~~(2) Includes $27 of expense related to intercompany interest with non-guarantor subsidiaries and $26 of expense for discontinued operations~~


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Current assets	Current assets	$	13	$	12	Current assets	$	4	$	7
Non-current assets	Non-current assets	26		118		Non-current assets	24		27
Current liabilities	Current liabilities	61		63		Current liabilities	57		72
Non-current liabilities1	Non-current liabilities1	5,123		4,305		Non-current liabilities1	5,679		5,286

(1) Includes payables of ~~$4,445~~$4,916 and ~~$3,623~~$4,560 due to non-guarantor subsidiaries as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021

Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued)

Crown Americas Obligor Group

~~Nine~~Three Months Ended

~~September 30, 2021~~March 31, 2022

Net sales1

~~3,338~~1,286

Gross profit2

~~537~~228

Income from operations2

~~210~~101

Net income ~~from~~attributable to continuing operations3

7270

Net income attributable to Crown Holdings43

2870

(1) Includes ~~$351~~$122 of sales to non-guarantor subsidiaries

(2) Includes ~~$35~~$12 of gross profit related to sales to non-guarantor subsidiaries

(3) Includes ~~$54~~$7 of income related to intercompany interest and technology royalties with non-guarantor subsidiaries

~~(4) Includes $54 of income related to intercompany interest and technology royalties with non-guarantor subsidiaries and $44 of expense for discontinued operations~~


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Current assets1	Current assets1	$	2,122	$	917	Current assets1	$	1,286	$	1,078
Non-current assets2	Non-current assets2	3,458		3,248		Non-current assets2	3,528		3,495
Current liabilities3	Current liabilities3	2,253		1,081		Current liabilities3	1,372		1,330
Non-current liabilities4	Non-current liabilities4	4,777		4,491		Non-current liabilities4	5,242		4,761

(1) Includes receivables of ~~$51~~$43 and ~~$45~~$48 due from non-guarantor subsidiaries as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021

(2) Includes receivables of ~~$245~~$167 and ~~$142~~$180 due from non-guarantor subsidiaries as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021

(3) Includes payables of ~~$38~~$31 and ~~$54~~$35 due to non-guarantor subsidiaries as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021

(4) Includes payables of ~~$1,374~~$1,326 and ~~$31~~$1,397 due to non-guarantor subsidiaries as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021

Commitments and Contingent Liabilities

Information regarding the Company's commitments and contingent liabilities appears in Part I within Item 1 of this report under Note JI, entitled “Commitments and Contingent Liabilities,” to the consolidated financial statements, and in Part II within Item 1A of this report which information is incorporated herein by reference.

~~Crown Holdings, Inc.~~

~~Item 2. Management's Discussion and Analysis~~ ~~(Continued)~~

Critical Accounting Policies

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. which require that management make numerous estimates and assumptions.

Actual results could differ from these estimates and assumptions, impacting the reported results of operations and financial condition of the Company. Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” and Note A to the consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 describe the significant accounting estimates and policies used in the preparation of the consolidated financial statements. Updates to the Company's accounting policies related to new accounting pronouncements, as applicable, are included in ~~Note B~~the notes to the consolidated financial statements included in this Quarterly Report on Form 10-Q.

Forward Looking Statements

Statements included herein, including, but not limited to, those in “Management's Discussion and Analysis of Financial Condition and Results of Operations” and in the discussions of asbestos in Note IH and commitments and contingencies in Note JI to the consolidated financial statements included in this Quarterly Report on Form 10-Q, and also in Part I, Item 1, “Business” and Item 3, “Legal Proceedings” and in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” within the Company's Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, which are not historical facts (including any statements concerning the direct or indirect impact of the COVID-19 pandemic, plans, the sale of the Company's European Tinplate business (including whether the sale will ultimately prove to be beneficial to the Company) and objectives of management for capacity additions, share repurchases, dividends, 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

Crown Holdings, Inc.

and its representatives may, from time to time, make oral or written statements which are also “forward-looking statements.”

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.

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 Securities and Exchange Commission (“SEC”), the Company does not intend to review or revise any particular forward-looking statement in light of future events.

A discussion of important factors that could cause the actual results of operations or financial condition of the Company to differ from expectations has been set forth in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 within Part II, Item 7: “Management's Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Forward Looking Statements” and is incorporated herein by reference. Some of the factors are also discussed elsewhere in this Form 10-Q (including under Item 1A of Part II below) and in prior Company filings with the SEC. In addition, other factors have been or may be discussed from time to time in the Company's SEC filings.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business the Company is subject to risk from adverse fluctuations in foreign exchange and 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 the counterparties. These instruments are not used for trading or speculative purposes. The extent to which the Company uses such instruments is dependent upon its access to these contracts in the financial markets and its success in using other methods, such as netting exposures in the same currencies to mitigate foreign exchange risk and using sales arrangements that permit the

~~Crown Holdings, Inc.~~

pass-through of commodity prices and foreign exchange rate risks to customers. The Company's objective in managing its exposure to market risk is to limit the impact on earnings and cash flow. For further discussion of the Company's use of derivative instruments and their fair values at ~~September 30, 2021,~~March 31, 2022, see Note KJ to the consolidated financial statements included in this Quarterly Report on Form 10-Q.

As of ~~September 30, 2021,~~March 31, 2022, the Co~~mpany~~Company had ~~$1.5 billion~~$1.6 billion principal floating interest rate debt. A change of 0.25% in these floating interest rates would change annual interest expense by ~~approximately~~approximately $4 mi~~llion~~million before tax.

Item 4. Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, 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 quarter 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. Disclosure controls and procedures 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 SEC, and 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.

There has been no change in internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Crown Holdings, Inc.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding the Company's potential asbestos-related liabilities and other litigation, see Note IH entitled “Asbestos-Related Liabilities” and Note JI entitled “Commitments and Contingent Liabilities” to the consolidated financial statements within Part I, Item 1 of this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

Item 1A. Risk Factors

The information set forth in this report should be read in conjunction with the risk factors discussed in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. Such risks are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial may also materially adversely affect the Company's business, financial condition and/or operating results.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

The following table provides information about the Company's purchases of equity securities during the three months ended ~~September 30, 2021.~~March 31, 2022. The table excludes ~~76,119~~146,857 shares surrendered to cover taxes on the vesting of restricted stock during the three months ended ~~September 30, 2021.~~March 31, 2022.

~~Crown Holdings, Inc.~~

Total number of shares purchased Average price per share
Total number of shares purchased as part of publicly announced programs(1)
Approximate dollar value of shares that may yet be purchased under the programs
as of the end of the period
(millions of dollars)
July 1,433,941 $ 102.58 1,433,941 $ 1,058
August 1,636,207 $ 105.88 1,636,207 $ 885
September 1,000,203 $ 109.28 1,000,203 $ 776
3,070,149 3,070,149


	Total number of shares purchased	Average price per share		Total number of shares purchased as part of publicly announced programs(1)	Approximate dollar value of shares that may yet be purchased under the programs as of the end of the period (millions of dollars)
January	1,102,122	$	110.55	1,102,122	$	2,878
February	1,271,458	$	117.47	1,271,458	$	2,729
March	496,125	$	123.03	496,125	$	2,668
	2,869,705			2,869,705

(1) In ~~February~~December 2021, the Company's Board of Directors authorized the repurchase of an aggregate amount of ~~$1.5~~$3.0 billion of Company common stock through the end of ~~2023.~~2024. Share repurchases under the Company's program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as management deems appropriate.

Item 3. Defaults Upon Senior Securities

There were no events required to be reported under Item 3 for the three months ended ~~September 30, 2021.~~March 31, 2022.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~Submission of Matters to a Vote of Security Holders

(a) Crown Holdings, Inc. (the “Company”) held its Annual Meeting of Shareholders on April 28, 2022 (the “Annual Meeting”). As of March 8, 2022, the record date for the meeting, 123,595,668 shares of Common Stock, par value $5.00 per share, of the Company (“Common Stock”) were issued and outstanding. A quorum of 109,160,212 shares of Common Stock were present or represented at the meeting.

Crown Holdings, Inc.

(b) The following individuals were nominated and elected to serve as directors:

Timothy J. Donahue, Richard H. Fearon, Andrea J. Funk, Stephen J. Hagge, James H. Miller, Josef M. Müller, B. Craig Owens, Caesar F. Sweitzer, Marsha C. Williams and Dwayne A. Wilson.

At the Annual Meeting, the Company’s Shareholders voted on the five matters below as follows:

1)The Company's Shareholders elected the following directors pursuant to the following vote:


Directors	Votes For	Votes Withheld	Broker Non-Vote

Timothy J. Donahue	97,088,969	7,105,731	4,965,512

Richard H. Fearon	100,193,408	4,001,292	4,965,512

Andrea J. Funk	103,360,308	834,392	4,965,512

Stephen J. Hagge	102,178,776	2,015,924	4,965,512

James H. Miller	97,770,910	6,423,790	4,965,512

Josef M. Müller	102,498,462	1,696,238	4,965,512

B. Craig Owens	103,437,726	756,974	4,965,512

Caesar F. Sweitzer	102,170,244	2,024,456	4,965,512

Marsha C. Williams	101,058,430	3,136,270	4,965,512

Dwayne A. Wilson	103,105,067	1,089,633	4,965,512

2)The Company's Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for the fiscal year ending December 31, 2022 pursuant to the following vote:


Votes For	Votes Against	Votes Abstaining	Broker Non-Vote
104,078,734	4,942,964	138,514	—

3)The Company's Shareholders approved, by non-binding advisory vote, the resolution on executive compensation (as further described in the Company's 2022 Proxy Statement) pursuant to the following vote:


Votes For	Votes Against	Votes Abstaining	Broker Non-Vote
98,232,464	5,495,127	467,109	4,965,512

4)The Company's Shareholders approved the adoption of the 2022 Stock-Based Incentive Compensation Plan pursuant to the following vote:

Crown Holdings, Inc.


Votes For	Votes Against	Votes Abstaining	Broker Non-Vote
99,657,951	4,106,473	430,275	4,965,512

5)The Company's Shareholders approved the Shareholder proposal requesting the adoption of a By-law granting Shareholders the right to call a special meeting pursuant to the following vote:


Votes For	Votes Against	Votes Abstaining	Broker Non-Vote
103,058,181	936,784	199,735	4,965,512

Item 6. Exhibits




10.o			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)).

22			List of Guarantor Subsidiaries

31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Timothy J. Donahue, President and Chief Executive Officer of Crown Holdings, Inc. and ~~Thomas A. Kelly,~~Kevin C. Clothier , Senior Vice President and Chief Financial Officer of Crown Holdings, Inc.

101			The following financial information from the Registrant's Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2021~~March 31, 2022 formatted in inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (ii) Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (iii) Consolidated Balance Sheets as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, (iv) Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (v) Consolidated Statements of Changes in Equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ and (vi) Notes to Consolidated Financial Statements.

104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

3733

Crown Holdings, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



						Crown Holdings, Inc. Registrant

By:						/s/ ~~David A. Beaver~~Christy L. Kalaus
						~~David A. Beaver~~Christy L. Kalaus
						Vice President and Corporate Controller
						~~(Chief Accounting Officer)~~

Date: ~~November 1, 2021~~April 29, 2022

3834


	September 30, 2021		September 30, 2020

Capital expenditures	$	29	$	14