CROWN HOLDINGS, INC.

CCK
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93.74USD -0.89%

CROWN : Management's Discussion and Analysis of Financial Condition and Results of Operations (dollars in millions) (form 10-Q)

10/23/2020 | 01:38pm

Introduction




The following discussion presents management's analysis of the results of
operations for the three and nine months ended September 30, 2020 compared to
2019 and changes in financial condition and liquidity from December 31, 2019.
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, 2019, 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 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. While the Company
expects beverage can demand to continue to grow in the coming years, the impact
of the coronavirus pandemic could weaken demand in the near term in certain
areas.

In addition to its beverage can operations, the Company has generated strong
returns on invested capital and significant cash flow from its non-beverage can
operations including its global food can and transit packaging businesses. Due
to the impact of the coronavirus pandemic, the Company expects lower demand in
several of the industries served by its transit packaging businesses.

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. In November 2019, the Company announced a
Board-led review of the Company's portfolio and capital allocation strategy,
which is ongoing. In October 2020, the Company announced that it intends to
initiate regular quarterly dividends and a share repurchase program in 2021. The
actual amount and timing of these programs will be determined by the Board of
Directors.

In direct response to the coronavirus pandemic, the Company has taken specific
actions to ensure the safety of its employees. Following the implementation of
travel and visitor restrictions in February, the Company continues to update its
policies as new information becomes available. The Company has increased safety
measures in its manufacturing facilities to protect the safety of its employees
and the products they produce. In addition, as many employees as possible are
working remotely.

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 in
transit.

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.



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




The Company is also working to actively elevate its industry-leading commitment
to sustainability. In July 2020, the Company debuted Twentyby30, a robust
program that outlines twenty measurable environmental, social and governance
goals to be completed by 2030 or sooner.

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 euro and pound sterling in the Company's
European and Transit Packaging segments and the Canadian dollar and Mexican peso
in the Company's Americas Beverage 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,
2020 2019 2020 2019
Net sales $ 3,167 $ 3,084 $ 8,613 $ 8,874




Three months ended September 30, 2020 compared to 2019



Net sales increased primarily due to 8% higher beverage can shipments and 9%
higher food can shipments partially offset by the pass-through of lower raw
material costs.



Nine months ended September 30, 2020 compared to 2019



Net sales decreased primarily due to the pass through of lower raw material
costs and $105 from the impact of foreign currency translation, partially offset
by 4% higher beverage can shipments and 8% higher food can shipments.



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 market growth
due to the introduction of new beverage products in cans versus other packaging
formats. To meet volume requirements in the U.S. and Canadian beverage can
markets, the Company began commercial production on a new beverage can line at
its Toronto, Ontario plant in January 2020 and on the third line at its Nichols,
NY
facility in June 2020. The Company also announced a new beverage can facility
in Bowling Green, Kentucky, which is expected to begin production in the second
quarter of 2021. The Company will add a second line to that facility with a late
third quarter 2021 planned start-up. Additionally, the Company announced it will
construct a third line at its Olympia, Washington plant which is scheduled to
begin production during the third quarter of 2021.

In Brazil and Mexico, the Company's beverage can shipments 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 packaging formats. In November 2019, the Company commenced operations at a
new one-line beverage can facility in Rio Verde, Brazil. The Company will
construct a second line at this facility which is expected to commence
operations 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 Americas Beverage segment were as follows:

Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Net sales $ 960 $ 835 $ 2,608 $ 2,513
Segment income 193 134 456 386




Three months ended September 30, 2020 compared to 2019



Net sales increased primarily due to 17% higher beverage can shipments partially
offset by $27 from the impact of foreign currency translation.



Segment income increased due to higher beverage can shipments and improved
pricing, partially offset by $7 from the impact of foreign currency translation.



Nine months ended September 30, 2020 compared to 2019



Net sales increased primarily due 9% higher beverage can shipments, partially
offset by $70 from the impact of foreign currency translation and the
pass-through of lower aluminum costs.



Segment income increased primarily due to higher beverage can shipments,
improved pricing and lower freight costs in the U.S. and Canada, partially
offset by $15 from the impact of foreign currency translation.



European Beverage




The Company's European Beverage segment manufactures steel and aluminum beverage
cans and ends and supplies a variety of customers from its operations throughout
Europe, the Middle East and North Africa. In recent years, the Western European
beverage can markets have been growing.

In February 2019, the second line at the beverage can plant in Valencia, Spain
began operations. In the second quarter of 2020, both 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,
2020 2019 2020 2019
Net sales $ 418 $ 416 $ 1,094 $ 1,165
Segment income 76 64 152 163




Three months ended September 30, 2020 compared to 2019




Net sales were comparable as $13 from the impact of foreign currency translation
and 3% higher beverage can shipments were partially offset by the pass-through
of lower aluminum costs.


Segment income increased primarily due to cost reduction initiatives and higher
beverage can shipments.



Nine months ended September 30, 2020 compared to 2019



Net sales decreased primarily due to lower beverage can shipments due to the
coronavirus pandemic and the pass-through of lower aluminum costs.



Segment income decreased primarily due to lower beverage can shipments partially
offset by cost reduction initiatives.



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



European Food




The European Food segment manufactures steel and aluminum food cans and ends and
metal vacuum closures, and supplies a variety of customers from its operations
throughout Europe and Africa. The European food can market is a mature market
where consumer preference continues to favor the can due to product protection
and food preservation.


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




Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Net sales $ 623 $ 581 $ 1,524 $ 1,487
Segment income 90 79 191 189




Three months ended September 30, 2020 compared to 2019




Net sales increased primarily due to 10% higher food can shipments and $20 from
the impact of foreign currency translation, partially offset by the pass-through
of lower raw material costs.


Segment income increased due to higher food can shipments and $3 from the impact
of foreign currency translation.



Nine months ended September 30, 2020 compared to 2019




Net sales increased primarily due to 8% higher food can shipments, partially
offset by the pass-through of lower raw material costs and $5 from the impact of
foreign currency translation.
Segment income was comparable as higher food can shipments and improved cost
performance were partially offset by $18 arising from the carryover of higher
tinplate costs from prior year-end inventory.
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. The
Company commenced operations at a new beverage can plant in Nong Khae, Thailand
in July 2020. In response to market conditions in China, the Company closed its
Huizhou facility in early 2019. Following this closure, the Company has three
beverage can plants in China with approximately $75 in annual sales.


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




Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Net sales $ 281 $ 319 $ 852 $ 959
Segment income 41 47 125 143




Three and nine months ended September 30, 2020 compared to 2019



Net sales decreased primarily due to lower beverage can shipments due to the
impact of the coronavirus pandemic and the pass-through of lower aluminum costs.



Segment income decreased primarily due to lower beverage can shipments.



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



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 that help prevent movement during
transport 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,
2020 2019 2020 2019
Net sales $ 511 $ 564 $ 1,495 $ 1,725
Segment income 72 74 189 227




Three months ended September 30, 2020 compared to 2019



Net sales decreased primarily due to lower sales unit volumes due to the impact
of the coronavirus pandemic and the pass-through of lower raw material prices.



Segment income was comparable as lower sales unit volumes were partially offset
by improved product mix and cost performance.



Nine months ended September 30, 2020 compared to 2019




Net sales decreased primarily due to lower sales unit volumes due to the impact
of the coronavirus pandemic, the pass-through of lower raw material prices and
$18 from the impact of foreign currency translation.


Segment income decreased primarily due to lower sales unit volumes, partially
offset by improved product mix and cost performance.



Non-reportable Segments



The Company's non-reportable segments include its food can and closures
businesses in North America, its aerosol can businesses in North America and
Europe, and its tooling and equipment operations in the U.S. and U.K.



Net sales and segment income in non-reportable segments were as follows:




Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Net sales $ 374 $ 369 $ 1,040 $ 1,025
Segment income 36 34 86 103




Three months ended September 30, 2020 compared to 2019




Net sales and segment increased primarily due to higher sales in the Company's
beverage can equipment operations and 9% higher shipments in the Company's North
America
food can business, partially offset by lower shipments in the Company's
global aerosol can businesses. Net sales were also unfavorably impacted by the
pass-through of lower tinplate costs.



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



Nine months ended September 30, 2020 compared to 2019



Net sales increased as higher sales in the Company's beverage can equipment
operations and 11% higher shipments in the Company's North America food can
business were partially offset by lower shipments in the Company's global
aerosol can businesses, the pass-through of lower tinplate costs and $8 from the
impact of foreign currency translation.




Segment income decreased primarily due to $16 arising from the carryover of
higher tinplate costs from the prior year-end inventory and lower shipments in
the Company's global aerosol can businesses, partially offset by higher sales in
the Company's beverage can equipment operations and higher shipments in the
Company's North America food can business.


Corporate and Unallocated Expense




Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Corporate and unallocated expense $ (47) $


(37) $ (118) $ (115)



For the three months ended September 30, 2020 compared to 2019, corporate and
unallocated expenses increased primarily due to higher personnel costs and
incentive compensation.



For the nine months ended September 30, 2020 compared to 2019, corporate and
unallocated expenses increased primarily due higher incentive compensation
costs, partially offset by lower personnel and general costs due to the
coronavirus pandemic.



Interest Expense



For the three and nine months ended September 30, 2020 compared to 2019,
interest expense decreased from $95 to $72 and from $290 to $228 due to lower
average outstanding debt and lower interest rates.



Taxes on Income



The Company's effective income tax rate was as follows:



Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Income before income taxes $ 335 $ 257 $ 678 $ 695
Provision for income taxes 91 54 182 190
Effective income tax rate 27 % 21 % 27 % 27 %



The effective tax rate for the three and nine months ended September 30, 2020,
included a 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.


The effective tax rate for the nine months ended September 30, 2019 included a
charge of $15 to settle a tax contingency arising from a transaction that
occurred prior to the Company's acquisition of Signode.



Net Income Attributable to Noncontrolling Interests



For the three months ended September 30, 2020 compared to 2019, net income
attributable to noncontrolling interests increased from $21 to $31 due to higher
earnings in the Company's beverage can operations in Brazil.



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




For the nine months ended September 30, 2020 compared to 2019, net income
attributable to noncontrolling interest decreased from $86 to $72 primarily due
to higher income in Brazil in 2019 related to a favorable court ruling for one
of the Company's Brazilian subsidiaries related to indirect taxes.

Liquidity and Capital Resources



Cash from Operations




Cash provided by operating activities increased from $201 for the nine months
ended September 30, 2019 to $309 for the nine months ended September 30, 2020.
The increase was primarily due to higher earnings and changes in working
capital.


Days sales outstanding for trade receivables, excluding the impact of unbilled
receivables, was 39 days as of September 30, 2019 compared to 38 days as of
September 30, 2020.



Inventory turnover was 64 days at September 30, 2019 compared to 63 days at
September 30, 2020. Inventory turnover at September 30, 2020 was comparable to
63 days at December 31, 2019.




The food can business is seasonal with the first quarter tending to be the
slowest period as the autumn packaging period in the Northern Hemisphere has
ended and new crops are not yet planted. The industry enters its busiest period
in the third quarter when the majority of fruits and vegetables in the Northern
Hemisphere are harvested. Due to this seasonality, inventory levels increase in
the first half of the year to meet peak demand in the second and third quarters.
The beverage can business is also seasonal with inventory levels generally
increasing in the first half of the year to meet peak demand in the summer
months in the Northern Hemisphere.

Days outstanding for trade payables was 88 days at September 30, 2019 compared
to 89 days at September 30, 2020.
Investing Activities


Cash used for investing activities increased from $216 for the nine months ended
September 30, 2019 to $309 for the nine months ended September 30, 2020
primarily due to increased capital expenditures.



The Company currently expects capital expenditures in 2020 to be approximately
$600.




Financing Activities

Financing activities used cash of $245 for the nine months ended September 30,
2019
and provided cash of $26 for the nine months ended September 30, 2020. The
Company had higher net borrowings in 2019. Additionally, during the nine months
ended September 30, 2020, the Company repurchased $58 of capital stock and had
an inflow related to foreign exchange derivatives related to debt.


Liquidity




As of September 30, 2020, $538 of the Company's $613 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., $49 was held by
subsidiaries for which earnings are considered indefinitely reinvested. While
based on current operating plans the Company does not foresee a need to
repatriate these funds, if such earnings were repatriated the Company would be
required to record any incremental taxes on the repatriated funds.

As of September 30, 2020, 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 did not have any
outstanding borrowings under the facility at September 30, 2020. The Company
could have borrowed this amount at September 30, 2020 and still been in
compliance with its leverage ratio covenants. The Company's net total leverage
ratio, as defined by the credit agreement, of 4.38 to 1.0 at September 30, 2020
was in compliance with the covenant
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Crown Holdings, Inc.






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



requiring a ratio of no greater than 5.75 to 1.0. The required net total
leverage ratio under the agreement reduces to 5.0 to 1.0 at December 31, 2020
and 4.5 to 1.0 at December 31, 2022.



Capital Resources



As of September 30, 2020, the Company had approximately $120 of capital
commitments primarily related to its Americas Beverage segment. The Company
expects to fund these commitments primarily through cash flows from operations.



Contractual Obligations



During the nine months ended September 30, 2020 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, 2019, which information is incorporated herein by reference.



Supplemental Guarantor Financial Information



As disclosed in Note K , the Company has senior notes and debentures
outstanding, which have various guarantees.




The Company's outstanding $350 principal amount of 7.375% senior notes due 2026
and $40 principal amount 7.5% senior notes due 2096 were issued by Crown Cork &
Seal Company, Inc.
(Crown Cork Issuer), a 100% owned subsidiary of the Company
and 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 Company's $1,000 principal amount 4.5% senior notes due 2023, $400 principal
amount of 4.25% senior notes due 2026, and $875 principal amount of 4.75% senior
notes due 2026 were issued by Crown Americas LLC and Crown Americas Capital
Corp.
IV, Crown Americas Capital Corp. V and Crown Americas Capital Corp. VI,
respectively (collectively, the Crown Americas Issuer), each a 100% owned
subsidiary of the Company, and are fully and unconditionally guaranteed by the
Parent and substantially all of its subsidiaries in the United States. Each of
the guarantors to these senior notes (collectively, the Crown Americas
Guarantors) is a 100% owned subsidiary of the Company and the guarantees are
made on a joint and several basis. The other subsidiaries of the Company do not
guarantee the debt.

The senior notes described above and issued by the Crown Cork Issuer and the
Crown Americas Issuer are collectively referred to as the senior notes, the
Crown Cork Issuer and the Crown Americas Issuer are collectively referred to as
the issuers, the Parent and the Crown Americas Guarantors are collectively
referred to as the guarantors and the subsidiaries of the Company that do not
guarantee the senior notes are collectively referred to as the non-guarantors.

Each of the Parent (in the case of the senior notes issued by the Crown Cork
Issuer) and the Crown Americas Guarantors (in the case of the senior notes
issued by the Crown Americas Issuer) guarantee the payment of the principal and
premium, if any, and interest on the senior notes when due, whether at stated
maturity of the senior notes, by acceleration, call for redemption or otherwise,
together with interest on the overdue principal, if any, and interest on any
overdue interest, to the extent lawful, and all other obligations of the Company
to the holders of the senior notes and to the trustee under the applicable
indenture governing the senior notes.


The senior notes and guarantees are senior unsecured obligations of the issuers
and the guarantors, and are




•effectively subordinated to all existing and future secured indebtedness of the
issuers and the guarantors to the extent of the value of the assets securing
such indebtedness, including any borrowings under the Company's senior secured
credit facilities, to the extent of the value of the assets securing such
indebtedness;
•structurally subordinated to all indebtedness of the Company's non-guarantor
subsidiaries, which include all of the Company's foreign subsidiaries and any
U.S. subsidiaries that are neither obligors nor guarantors of the Company's
senior secured credit facilities;
•ranked equal in right of payment to any existing or future senior indebtedness
of the issuers and the guarantors; and
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Item 2. Management's Discussion and Analysis (Continued)



•ranked senior in right of payment to all existing and future subordinated
indebtedness of the issuers and the guarantors.




Each guarantee of a guarantor is limited to an amount not to exceed the maximum
amount that can be guaranteed that will not (after giving effect to all other
contingent and fixed liabilities of such guarantor and after giving effect to
any collections from, rights to receive contribution from or payments made by or
on behalf of all other guarantors in respect of the obligations of such other
guarantors under their respective guarantees of the guaranteed obligations)
render the guarantee, as it relates to such guarantor, voidable under applicable
law relating to fraudulent conveyances or fraudulent transfers.


A guarantee of a guarantor other than the Parent will be unconditionally
released and discharged upon any of the following:




•any transfer (including, without limitation, by way of consolidation or merger)
by the Parent or any subsidiary of the Parent to any person or entity that is
not the Parent or a subsidiary of the Parent of all of the equity interests of,
or all or substantially all of the properties and assets of, such guarantor;
•any transfer (including, without limitation, by way of consolidation or merger)
by the Parent or any subsidiary of the Parent to any person or entity that is
not the Parent or a subsidiary of the Parent of equity interests of such
guarantor or any issuance by such guarantor of its equity interests, such that
such guarantor ceases to be a subsidiary of the Parent; provided that such
guarantor is also released from all of its obligations in respect of
indebtedness under the Company's senior secured credit facilities;
•the release of such guarantor from all obligations of such guarantor in respect
of indebtedness under the Company's senior secured credit facilities, except to
the extent such guarantor is otherwise required to provide a guarantee; or
•upon the contemporaneous release or discharge of all guarantees by such
guarantor which would have required such guarantor to provide a guarantee under
the applicable indenture.

The following tables present summarized financial information related to the
senior notes issued by each of Crown Cork and Crown Americas on a combined basis
for each issuer and its guarantors 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 Issuer and Guarantor



Nine Months Ended
September 30, 2020
Net sales $ -
Gross Profit -
Income from operations (2)
Net income1 (56)
Net income attributable to Crown Holdings1


(56)





(1) Includes $25 of expense related to intercompany interest with non-guarantor
subsidiaries

September 30, 2020 December 31, 2019
Current assets $ 12 $ 11
Non-current assets 96 129
Current liabilities 46 57
Non-current liabilities1 4,296 4,237



(1) Includes payables of $3,602 and $3,538 due to non-guarantor subsidiaries as
of September 30, 2020 and December 31, 2019








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



Crown Americas Issuer and Guarantors




Nine Months Ended
September 30, 2020
Net sales1 $ 2,944
Gross profit2 474
Income from operations2 162
Net income3 52
Net income attributable to Crown Holdings3


52



(1) Includes $314 of sales to non-guarantor subsidiaries
(2) Includes $31 of gross profit related to sales to non-guarantor subsidiaries
(3) Includes $47 of income related to intercompany interest and technology
royalties with non-guarantor subsidiaries




September 30, 2020 December 31, 2019
Current assets1 $ 763 $ 799
Non-current assets2 3,270 3,171
Current liabilities3 950 956
Non-current liabilities4 4,712 4,709


(1) Includes receivables of $50 and $55 due from non-guarantor subsidiaries as
of September 30, 2020 and December 31, 2019
(2) Includes receivables of $227 and $128 due from non-guarantor subsidiaries as
of September 30, 2020 and December 31, 2019
(3) Includes payables of $30 and $21 due to non-guarantor subsidiaries as of
September 30, 2020 and December 31, 2019
(4) Includes payables of $268 and $245 due to non-guarantor subsidiaries as of
September 30, 2020 and December 31, 2019

The senior notes are structurally subordinated to all indebtedness of the
Company's non-guarantor subsidiaries. The non-guarantors are separate and
distinct legal entities and have no obligation, contingent or otherwise, to pay
any amounts due pursuant to the senior notes, or to make any funds available
therefor, whether by dividends, loans, distributions or other payments. Any
right that the Company or the guarantors have to receive any assets of any of
the non-guarantors upon the liquidation or reorganization of any non-guarantor,
and the consequent rights of holders of senior notes to realize proceeds from
the sale of any of a non-guarantor's assets, would be effectively subordinated
to the claims of such non-guarantor's creditors, including trade creditors and
holders of preferred equity interests, if any, of such non-guarantor.
Accordingly, in the event of a bankruptcy, liquidation or reorganization of any
of the non-guarantors, the non-guarantors will pay the holders of their debts,
holders of preferred equity interests, if any, and their trade creditors before
they will be able to distribute any of their assets to the Company or any of the
guarantors.

Under U.S. federal bankruptcy laws or comparable provisions of state fraudulent
transfer laws, the issuance of the senior note guarantees by the guarantors
could be voided, or claims in respect of such obligations could be subordinated
to all of their other debts and other liabilities, if, among other things, at
the time the guarantors issued the related senior note guarantees, the Company
or the applicable guarantor intended to hinder, delay or defraud any present or
future creditor, or received less than reasonably equivalent value or fair
consideration for the incurrence of such indebtedness and either:


•was insolvent or rendered insolvent by reason of such incurrence;
•was engaged in a business or transaction for which the Company's or such
guarantor's remaining assets constituted unreasonably small capital; or
•intended to incur, or believed that it would incur, debts beyond its ability to
pay such debts as they mature.




Each guarantee provided by a guarantor includes a provision intended to limit
the guarantor's liability to the maximum amount that it could incur without
causing the incurrence of obligations under its guarantee to be a fraudulent
transfer or conveyance. This provision may not be effective to protect those
guarantees from being avoided under fraudulent transfer or conveyance law, or it
may reduce that guarantor's obligation to an amount that effectively makes its
guarantee worthless, and we cannot predict whether a court will ultimately find
it to be effective.



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




On the basis of historical financial information, operating history and other
factors, we believe that each of the guarantors, after giving effect to the
issuance of its guarantee of the senior notes when such guarantee was issued,
was not insolvent, did not have unreasonably small capital for the business in
which it engaged and did not and has not incurred debts beyond its ability to
pay such debts as they mature. The Company cannot assure, however, as to what
standard a court would apply in making these determinations or that a court
would agree with our conclusions in this regard.


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 I , 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.



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, 2019
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.



The discussion below supplements the discussion from the Company's Annual Report
on Form 10-K for the year ended December 31, 2019 with respect to goodwill.



Goodwill Impairment




As of October 1, 2019, the estimated fair values of the Equipment & Tools and
Consumables reporting units, which are included in the Transit Packaging segment
were 9% and 15% higher than their respective carrying values. The reporting
units operate in low-growth environments that are expected to experience lower
demand in the near term because of the impact of the coronavirus pandemic. If
the reporting units' operating results are significantly impacted for an
extended period of time, it is possible that the Company may record an
impairment charge in the future. As of September 30, 2020, the Equipment and
Tools reporting unit had $797 of goodwill and the Consumables reporting unit had
$731 of goodwill. As previously disclosed in the Company's Annual Report on Form
10-K for the year-ended December 31, 2019, based upon an internal
reorganization, the Protective Packaging reporting unit was merged into the
Industrial Solutions reporting unit, effective January 1, 2020, to form the new
Consumables reporting unit. The amounts and percentages presented represent the
combined Consumables reporting unit.

As of September 30, 2020, the Company considered recent events and circumstances
and determined it was more likely than not that fair value was more than
carrying amount for all of its reporting units. To the extent future operating
results decline it is possible that material impairment charges may be
recorded.


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" (such as statements regarding the Company's expectation and ability
to pay quarterly dividends in the future or statements regarding the Company's
initiation of a share repurchase program) and in the discussions of asbestos in
Note H and commitments and contingencies in Note I 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, 2019, which are not historical facts (including any statements
concerning the direct or indirect impact of
35
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Crown Holdings, Inc.






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



COVID-19, plans 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, 2019 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 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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