Introduction

The following discussion presents management's analysis of the results of operations for the three and nine months ended September 30, 2021 compared to 2020 and changes in financial condition and liquidity from December 31, 2020. 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, 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 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 to be a major strategic focus for organic growth. Beverage cans are the world's most sustainable and recycled beverage packaging and continue to gain market share in new beverage product launches. The Company continues to drive brand differentiation by increasing its ability to offer multiple product sizes.

For several years, global industry demand for beverage cans has been growing. In North America, beverage can growth has accelerated in recent years mainly due to the outsized portion of new beverage products being introduced in cans versus other packaging formats. In addition, markets such as Brazil, Europe, Mexico and Southeast Asia have also experienced higher volumes and market expansion, although volumes in certain of those markets have been affected by the impact of the coronavirus pandemic. The Company continues to invest in capacity expansion to meet the accelerating demand.

The Company's primary capital allocation focus has been to reduce leverage, as was successfully accomplished following previous acquisitions, and to begin to return capital to its shareholders. On August 31, 2021, the Company completed the previously announced sale of its European Tinplate business to KPS Capital Partners, LP. The European Tinplate business comprised the Company's European Food 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 .

In response to the ongoing coronavirus pandemic, the Company continues to take actions to ensure the safety of its employees. The Company has increased 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 Company continues to actively elevate its industry-leading commitment to sustainability, which is a core value of the Company. In 2020, the Company debuted Twentyby30, a robust program that outlines twenty measurable 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.




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



                             Results of Operations

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

The foreign currency translation impacts referred to in the discussion below were primarily due to changes in the Mexican peso in the Company's Americas Beverage segment, the euro and pound sterling in the Company's European Beverage segment, the Chinese renminbi in the Company's Asia Pacific segment and the euro in the Company's Transit Packaging segment. The Company calculates the impact of foreign currency translation by multiplying or dividing, as appropriate, current year U.S. dollar results by the current year average foreign exchange rates and then multiplying or dividing, as appropriate, those amounts by the applicable prior year average exchange rates.

Net Sales and Segment Income


                 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 and nine months ended September 30, 2021 compared to 2020

Net sales increased primarily due to higher sales unit volumes in the Company's beverage can and transit packaging businesses, the pass through of higher material costs and $17 and $153 from the impact of foreign currency translation for the three and nine months ended September 30, 2021.

Americas Beverage

The Americas Beverage segment manufactures aluminum beverage cans and ends, steel crowns, glass bottles and aluminum closures and supplies a variety of customers from its operations in the U.S., Brazil, Canada, Colombia and Mexico. The U.S. and Canadian beverage can markets have experienced recent growth due to the introduction of new beverage products in cans versus other packaging formats. To meet volume requirements in these markets, the Company began commercial production on a third line at its Nichols, NY facility in June 2020, two lines at its new Bowling Green, Kentucky facility during the second and third quarter of 2021 and a third line at its Olympia, Washington plant in the third quarter of 2021. The Company also announced construction of a new facility in Martinsville, Virginia which is expected to commence operations late in 2022 and a new facility in Mesquite, Nevada which is expected to commence operations in late second quarter of 2023.

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. A second line at the Company's Rio Verde, Brazil facility is expected to commence operations during the fourth quarter of 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 on a second line at the Company's Monterrey, Mexico facility is expected in the first quarter of 2022.



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

                       Three Months Ended              Nine Months Ended
                         September 30,                   September 30,
                        2021             2020          2021          2020
Net sales        $     1,151            $ 960      $    3,240      $ 2,608
Segment income           190              193             575          456





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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 operating costs that were not fully passed through in selling price, partially offset by increased volumes.

Nine months ended September 30, 2021 compared to 2020

Net sales 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.

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 been growing. In the second quarter of 2020, two beverage can lines in the Seville, Spain plant began commercial production of aluminum cans.

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

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

Segment income was comparable as higher sales unit volumes were offset by other 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 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 foreign currency translation, partially offset by other operating costs that were not fully passed through in selling price.

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.



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


  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

Net sales increased due to 7% higher sales unit volumes, the pass-through of higher aluminum costs, and $14 from the impact of favorable foreign currency translation.

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

Transit Packaging

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

Net sales increased primarily due to the pass-through of higher raw material costs, higher sales unit volumes and $7 from the impact of favorable foreign currency translation.

Segment income increased primarily due to higher sales unit volumes.

Nine months ended September 30, 2021 compared to 2020

Net sales increased primarily due to the pass-through of higher raw material costs, higher sales unit volumes and $53 from the impact of favorable foreign currency translation.

Segment income increased primarily due to higher sales unit volumes.





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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 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 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)

For the three months ended September 30, 2021 compared to 2020, corporate and unallocated decreased due to lower general corporate costs and the impact 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.









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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 European Tinplate business for sale. The effective tax rate for the three months ended September 30, 2020 included a charge of $8 related to tax law changes 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 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.



                        Liquidity and Capital Resources

Cash from Operations

Cash provided by operating activities decreased from $309 for the nine months ended September 30, 2020 to $245 for the nine months ended September 30, 2021. The decrease in cash provided by operating activities was primarily due to higher pension contributions related to the anticipated U.K. pension plan settlement partially offset by higher earnings and changes in working capital. See Note M for more information related to the anticipated U.K. pension plan settlement.

Days sales outstanding for trade receivables, excluding the impact of unbilled receivables, was 39 days as of September 30, 2020 and as of September 30, 2021.

Inventory turnover was 59 days at September 30, 2020 and at September 30, 2021.

Days outstanding for trade payables was 81 days at September 30, 2020 compared to 100 days at September 30, 2021 due to higher raw material costs and sales unit volumes. Investing Activities

Investing activities used cash of $309 for the nine months ended September 30, 2020 and provided cash of $1,791 for the nine months ended September 30, 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 to be approximately $900.





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Crown Holdings, Inc.

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

Financing Activities

Financing activities provided cash of $26 for the nine months ended September 30, 2020 and used cash of $913 for the nine months ended September 30, 2021. The Company repurchased $745 of capital stock and paid dividends to shareholders of $79 during the nine months ended September 30, 2021.

Liquidity

As of September 30, 2021, the Company had cash and cash equivalents of $2,261 which included proceeds received from the sale of the European Tinplate business. These proceeds are being used to fund capital projects, repurchase Company stock and to redeem certain 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 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 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, the Company had $1,585 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. The Company could have borrowed this amount at September 30, 2021 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 to 1.0 at September 30, 2021 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.

Capital Resources

As of September 30, 2021, the Company had approximately $220 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.

Contractual Obligations

Other than the announcement of the redemption of certain senior notes in October 2021 as further described in Note L , 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, which information is incorporated herein by reference.

Supplemental Guarantor Financial Information

As disclosed in Note L , 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.


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Crown Holdings, Inc.

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

Crown Cork Obligor Group
                                                         Nine Months Ended
                                                         September 30, 2021
Net sales                                                                 $         -
Gross Profit                                                                        -
Income from operations                                                             (3)
Net income from continuing operations1                                           (101)
Net income attributable to Crown Holdings2                                       (127)


(1) Includes $27 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
Current assets             $                        13      $                       12
Non-current assets                                  26                             118
Current liabilities                                 61                              63
Non-current liabilities1                         5,123                           4,305

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

Crown Americas Obligor Group

                                                        Nine Months Ended
                                                        September 30, 2021
Net sales1                                                                $       3,338
Gross profit2                                                                       537
Income from operations2                                                             210
Net income from continuing operations3                                               72
Net income attributable to Crown Holdings4                                           28


(1) Includes $351 of sales to non-guarantor subsidiaries
(2) Includes $35 of gross profit related to sales to non-guarantor subsidiaries
(3) Includes $54 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
Current assets1            $                        2,122      $                       917
Non-current assets2                                 3,458                            3,248
Current liabilities3                                2,253                            1,081
Non-current liabilities4                            4,777                            4,491


(1) Includes receivables of $51 and $45 due from non-guarantor subsidiaries as
of September 30, 2021 and December 31, 2020
(2) Includes receivables of $245 and $142 due from non-guarantor subsidiaries as
of September 30, 2021 and December 31, 2020
(3) Includes payables of $38 and $54 due to non-guarantor subsidiaries as of
September 30, 2021 and December 31, 2020
(4) Includes payables of $1,374 and $31 due to non-guarantor subsidiaries as of
September 30, 2021 and December 31, 2020

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 J , 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.







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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 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 are included in

Note B 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 I and commitments and contingencies in Note J 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, 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 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 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.

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