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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
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| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED March 31, 2023
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| ☐ | 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)
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| Pennsylvania | | | 75-3099507 |
(State or other jurisdiction of
incorporation or organization) | | | (I.R.S. Employer
Identification No.) |
| | | |
| 14025 Riveredge Drive, Suite 300 | Tampa | FL | 33637 |
| (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:
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| 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)
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| Large Accelerated Filer | ☒ | Accelerated filer | ☐ |
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| 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 120,100,110 shares of Common Stock outstanding as of April 27, 2023.
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| TABLE OF CONTENTS | |
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| PART I. | | 2 |
| Item 1. | | 2 |
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| Note P. Earnings Per Share | 21 | |
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| Item 2. | | 23 | |
| Item 3. | | 30 | |
| Item 4. | | 31 | |
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| PART II. | | 31 |
PART I – FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions except per share data)
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| March 31, | | |
| 2023 | | 2022 | | | | |
| Net sales | $ | 2,974 | | | $ | 3,162 | | | | | |
| Cost of products sold, excluding depreciation and amortization | 2,411 | | | 2,547 | | | | | |
| Depreciation and amortization | 123 | | | 115 | | | | | |
| Selling and administrative expense | 160 | | | 157 | | | | | |
| Restructuring and other, net | 11 | | | (1) | | | | | |
| Income from operations | 269 | | | 344 | | | | | |
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| Other pension and postretirement | 11 | | | (4) | | | | | |
| Interest expense | 102 | | | 54 | | | | | |
| Interest income | (9) | | | (3) | | | | | |
| Foreign exchange | 4 | | | (10) | | | | | |
| Income before taxes and equity in net earnings of affiliates | 161 | | | 307 | | | | | |
| Provision for income taxes | 42 | | | 78 | | | | | |
| Equity in net earnings of affiliates | 3 | | | 17 | | | | | |
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| Net income | 122 | | | 246 | | | | | |
| Net income attributable to noncontrolling interests | 20 | | | 30 | | | | | |
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| Net income attributable to Crown Holdings | $ | 102 | | | $ | 216 | | | | | |
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| Earnings per common share attributable to Crown Holdings: | | | | | | | |
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| Basic | $ | 0.86 | | | $ | 1.75 | | | | | |
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| Diluted | $ | 0.85 | | | $ | 1.74 | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| March 31, | | |
| 2023 | | 2022 | | | | |
| Net income | $ | 122 | | | $ | 246 | | | | | |
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| Other comprehensive income / (loss), net of tax: | | | | | | | |
| Foreign currency translation adjustments | 89 | | | 13 | | | | | |
| Pension and other postretirement benefits | 10 | | | 7 | | | | | |
| Derivatives qualifying as hedges | 5 | | | 42 | | | | | |
| Total other comprehensive income | 104 | | | 62 | | | | | |
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| Total comprehensive income | 226 | | | 308 | | | | | |
| Net income attributable to noncontrolling interests | 20 | | | 30 | | | | | |
| Translation adjustments attributable to noncontrolling interests | 1 | | | — | | | | | |
| Derivatives qualifying as hedges attributable to noncontrolling interests | — | | | 3 | | | | | |
| Comprehensive income attributable to Crown Holdings | $ | 205 | | | $ | 275 | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED BALANCE SHEETS (Condensed)
(In millions)
(Unaudited)
| | | | | | | | | | | |
| March 31,
2023 | | December 31,
2022 |
| Assets | | | |
| Current assets | | | |
| Cash and cash equivalents | $ | 403 | | | $ | 550 | |
| Receivables, net | 1,957 | | | 1,843 | |
| Inventories | 2,058 | | | 2,014 | |
| Prepaid expenses and other current assets | 244 | | | 252 | |
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| Total current assets | 4,662 | | | 4,659 | |
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| Goodwill | 3,002 | | | 2,951 | |
| Intangible assets, net | 1,337 | | | 1,358 | |
| Property, plant and equipment, net | 4,704 | | | 4,540 | |
| Operating lease right-of-use assets, net | 224 | | | 221 | |
| Other non-current assets | 483 | | | 572 | |
| Total assets | $ | 14,412 | | | $ | 14,301 | |
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| Liabilities and equity | | | |
| Current liabilities | | | |
| Short-term debt | $ | 163 | | | $ | 76 | |
| Current maturities of long-term debt | 124 | | | 109 | |
| Current portion of operating lease liabilities | 44 | | | 44 | |
| Accounts payable | 2,373 | | | 2,773 | |
| Accrued liabilities | 872 | | | 930 | |
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| Total current liabilities | 3,576 | | | 3,932 | |
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| Long-term debt, excluding current maturities | 7,046 | | | 6,792 | |
| Pension and postretirement liabilities | 398 | | | 394 | |
| Non-current portion of operating lease liabilities | 187 | | | 184 | |
| Other non-current liabilities | 723 | | | 712 | |
Commitments and contingent liabilities (Note I) | | | |
| Noncontrolling interests | 452 | | | 438 | |
| Crown Holdings shareholders’ equity | 2,030 | | | 1,849 | |
| Total equity | 2,482 | | | 2,287 | |
| Total liabilities and equity | $ | 14,412 | | | $ | 14,301 | |
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)
(In millions)
(Unaudited)
| | | | | | | | | | | |
| Three Months Ended |
| March 31, |
| 2023 | | 2022 |
| Cash flows from operating activities | | | |
| Net income | $ | 122 | | | $ | 246 | |
| Adjustments to reconcile net income to net cash from operating activities: | | | |
| Depreciation and amortization | 123 | | | 115 | |
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| Restructuring and other, net | 11 | | | (1) | |
| Pension expense | 15 | | | 8 | |
| Pension contributions | 1 | | | 20 | |
| Stock-based compensation | 11 | | | 10 | |
| Equity earnings, net of distributions | 27 | | | (14) | |
| Working capital changes and other | (545) | | | (685) | |
| Net cash used for operating activities | (235) | | | (301) | |
| Cash flows from investing activities | | | |
| Capital expenditures | (233) | | | (117) | |
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| Net investment hedge | 13 | | | 13 | |
| Proceeds from sale of business, net of cash | — | | | 6 | |
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| Proceeds from sale of property, plant and equipment | 1 | | | 12 | |
| Acquisitions of business, net of cash | — | | | (23) | |
| Distribution from equity method investment | 56 | | | — | |
| Other | 2 | | | (8) | |
| Net cash used for investing activities | (161) | | | (117) | |
| Cash flows from financing activities | | | |
| Net change in revolving credit facility and short-term debt | 331 | | | 158 | |
| Proceeds from long-term debt | — | | | 601 | |
| Payments of long-term debt | (24) | | | (42) | |
| Debt issuance costs | — | | | (7) | |
| Foreign exchange derivatives related to debt | 2 | | | — | |
| Payments of finance leases | (1) | | | (1) | |
| Dividends paid to noncontrolling interests | (11) | | | (11) | |
| Dividends paid to shareholders | (29) | | | (27) | |
| Common stock repurchased | (6) | | | (350) | |
| Net cash provided by financing activities | 262 | | | 321 | |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (3) | | | (36) | |
| Net change in cash, cash equivalents and restricted cash | (137) | | | (133) | |
| Cash, cash equivalents and restricted cash at January 1 | 639 | | | 593 | |
| Cash, cash equivalents and restricted cash at March 31 | $ | 502 | | | $ | 460 | |
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In millions)
(Unaudited)
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| Crown Holdings, Inc. Shareholders’ Equity | | | | |
| Common Stock | | Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | | | Total Crown Equity | | Noncontrolling Interests | | Total Shareholders' Equity |
| Balance at January 1, 2023 | $ | 600 | | | $ | — | | | $ | 3,141 | | | $ | (1,892) | | | | | $ | 1,849 | | | $ | 438 | | | $ | 2,287 | |
| Net income | | | | | 102 | | | | | | | 102 | | | 20 | | | 122 | |
| Other comprehensive income | | | | | | | 103 | | | | | 103 | | | 1 | | | 104 | |
| Dividends declared | | | | | (29) | | | | | | | (29) | | | (7) | | | (36) | |
| Restricted stock awarded | 1 | | | (1) | | | | | | | | | — | | | | | — | |
| Stock-based compensation | | | 11 | | | | | | | | | 11 | | | | | 11 | |
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| Common stock repurchased | | | (6) | | | | | | | | | (6) | | | | | (6) | |
| Balance at March 31, 2023 | $ | 601 | | | $ | 4 | | | $ | 3,214 | | | $ | (1,789) | | | | | $ | 2,030 | | | $ | 452 | | | $ | 2,482 | |
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| Balance at January 1, 2022 | $ | 630 | | | $ | — | | | $ | 3,180 | | | $ | (1,898) | | | | | $ | 1,912 | | | $ | 418 | | | $ | 2,330 | |
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| Net income | | | | | 216 | | | | | | | 216 | | | 30 | | | 246 | |
| Other comprehensive income | | | | | | | 59 | | | | | 59 | | | 3 | | | 62 | |
| Dividends declared | | | | | (27) | | | | | | | (27) | | | (11) | | | (38) | |
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| Restricted stock awarded | 1 | | | | | (1) | | | | | | | — | | | | | — | |
| Stock-based compensation | | | | | 10 | | | | | | | 10 | | | | | 10 | |
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| Common stock repurchased | (15) | | | | | (335) | | | | | | | (350) | | | | | (350) | |
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| Balance at March 31, 2022 | $ | 616 | | | $ | — | | | $ | 3,043 | | | $ | (1,839) | | | | | $ | 1,820 | | | $ | 440 | | | $ | 2,260 | |
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The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share and statistical data)
(Unaudited)
A.Statement of Information Furnished
The condensed consolidated financial statements ("consolidated financial statements") include the accounts of Crown Holdings, Inc. and its consolidated subsidiaries (the “Company”). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Form 10-Q instructions. In the opinion of management, these consolidated financial statements contain all adjustments of a normal and recurring nature necessary for a fair statement of the financial position of the Company as of March 31, 2023 and the results of its operations for the three months ended March 31, 2023 and 2022 and of its cash flows for the three months ended March 31, 2023 and 2022. The results reported in these consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year. These results have been determined on the basis of accounting principles generally accepted in the United States of America (“GAAP”), the application of which requires management’s utilization of estimates, and actual results may differ materially from the estimates utilized.
Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP have been condensed or omitted. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.
B.Recent Accounting and Reporting Pronouncements
In September 2022, the Financial Accounting Standards Board issued new guidance which requires enhanced disclosures of supplier finance programs. The guidance requires buyers in a supplier finance program to disclose sufficient information about the program’s nature, activity during the period, changes from period to period, and potential magnitude. The guidance became effective for the Company on January 1, 2023, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023.
The Company has various supplier finance programs under which the Company agrees to pay banks the stated amount of confirmed invoices from its designated suppliers on the original maturity dates of the invoices. Suppliers, at their sole discretion, have the opportunity to sell their receivables due from the Company earlier than contracted payment terms. The Company or the banks may terminate the agreements upon at least 30 days' notice. The Company does not have assets pledged as collateral for supplier finance programs. The supplier invoices that have been confirmed as valid under the programs typically have payment terms of 150 days or less, consistent with the commercial terms and conditions as agreed upon with suppliers. The Company had $810 and $1,037 confirmed obligations outstanding under these supplier finance programs as of March 31, 2023 and December 31, 2022 included in Accounts Payable.
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:
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| Cash and cash equivalents | $ | 403 | | | $ | 550 | |
| Restricted cash included in prepaid expenses and other current assets | 99 | | | 89 | |
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| Total cash, cash equivalents and restricted cash | $ | 502 | | | $ | 639 | |
Amounts included in restricted cash primarily represent amounts required to be segregated by certain of the Company's receivables securitization agreements.
D. Receivables
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| Accounts receivable | $ | 1,189 | | | $ | 1,132 | |
| Less: allowance for credit losses | (36) | | | (22) | |
| Net trade receivables | 1,153 | | | 1,110 | |
| Unbilled receivables | 437 | | | 363 | |
| Miscellaneous receivables | 367 | | | 370 | |
| Receivables, net | $ | 1,957 | | | $ | 1,843 | |
Accounts receivable as of March 31, 2023 includes approximately $60 due from a customer in the Company's Americas Beverage segment that filed for bankruptcy in March 2023. The Company possesses a security interest related to the supply agreement which was considered in the Company's allowance for credit losses.
In December 2021, the Company's Bowling Green plant sustained tornado damage, resulting in curtailment of operations. The Company resumed operations in March 2022. However, it continued to incur incremental costs, including freight and warehousing expenses, to meet customer demand as the plant returned to full operational capacity. As of December 31, 2022 the Company had an insurance receivable, within miscellaneous receivables, of $23 for incremental expenses incurred. During the three months ended March 31, 2023, the Company received insurance proceeds of $22 for incremental expenses and $1 for property damage.
E. Inventories
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| March 31, 2023 | | December 31, 2022 |
| Raw materials and supplies | $ | 1,303 | | | $ | 1,352 | |
| Work in process | 175 | | | 156 | |
| Finished goods | 580 | | | 506 | |
| $ | 2,058 | | | $ | 2,014 | |
F. Intangible Assets
Gross carrying amounts and accumulated amortization of finite-lived intangible assets by major class were as follows:
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| | March 31, 2023 | | December 31, 2022 |
| | Gross | | Accumulated amortization | | Net | | Gross | | Accumulated amortization | | Net |
| Customer relationships | $ | 1,375 | | | $ | (577) | | | $ | 798 | | | $ | 1,356 | | | $ | (542) | | | $ | 814 | |
| Trade names | 534 | | | (112) | | | 422 | | | 530 | | | (106) | | | 424 | |
| Technology | 158 | | | (115) | | | 43 | | | 157 | | | (109) | | | 48 | |
| Long term supply contracts | 156 | | | (84) | | | 72 | | | 146 | | | (76) | | | 70 | |
| Patents | 11 | | | (9) | | | 2 | | | 11 | | | (9) | | | 2 | |
| $ | 2,234 | | | $ | (897) | | | $ | 1,337 | | | $ | 2,200 | | | $ | (842) | | | $ | 1,358 | |
Amortization expense was $40 for the three months ended March 31, 2023 and 2022.
G. Restructuring and Other
The Company recorded restructuring and other items as follows:
| | | | | | | | | | | |
| Three Months Ended |
| March 31, |
| 2023 | | 2022 |
| Asset sales and impairments | $ | 2 | | | $ | (5) | |
| Restructuring | 9 | | | 3 | |
| Other costs | — | | | 1 | |
| | | |
| $ | 11 | | | $ | (1) | |
For the three months ended March 31, 2023, restructuring primarily included headcount reductions in the Company's European Beverage and Other segments.
For the three months ended March 31, 2022, asset sales and impairments related to various land and building sales in the Company's Asia Pacific segment which were closed as part of prior restructuring actions.
At March 31, 2023, the Company had a restructuring accrual of $25, primarily related to the actions referenced above and $16 related to an overhead cost reduction program initiated by the Company's Transit Packaging segment in 2022. The Company recorded a restructuring charge of $29 in 2022 and made severance payments of $5 in the three months ended March 31, 2023 related to this program. The Company continues to review its costs structure and may record additional restructuring charges in the future.
H. 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.
In December 2001, the Commonwealth of Pennsylvania enacted legislation that limits the asbestos-related liabilities of Pennsylvania corporations that are successors by corporate merger to companies involved with asbestos. The legislation limits the successor’s liability for asbestos to the acquired company’s asset value adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the acquired company’s adjusted asset value. In November 2004, the legislation was amended to address a Pennsylvania Supreme Court decision (Ieropoli v. AC&S Corporation, et. al., No. 117 EM 2002) which held that the statute violated the Pennsylvania Constitution due to retroactive application. The Company cautions that the limitations of the statute, as amended, are subject to litigation and may not be upheld.
In June 2003, the state of Texas enacted legislation that limits the asbestos-related liabilities in Texas courts of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The Texas legislation, which applies to future claims and pending claims, caps asbestos-related liabilities at the total gross value of the predecessor’s assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total adjusted value of its predecessor’s assets.
In October 2010, the Texas Supreme Court held that the Texas legislation was unconstitutional under the Texas Constitution when applied to asbestos-related claims pending against Crown Cork when the legislation was enacted in June 2003. The Company believes that the decision of the Texas Supreme Court is limited to retroactive application of the Texas legislation to asbestos-related cases that were pending against Crown Cork in Texas on June 11, 2003 and therefore, in its accrual, continues to assign no value to claims filed after June 11, 2003.
The states of Alabama, Arizona, Arkansas, Florida, Georgia, Idaho, Indiana, Iowa, Kansas, Michigan, Mississippi, Nebraska, North Carolina, North Dakota, Ohio, Oklahoma, South Carolina, South Dakota, Tennessee, Utah, West Virginia, Wisconsin and Wyoming have enacted legislation that limits asbestos-related liabilities under state law of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The legislation, which applies to future and, with the exception of Arkansas, Georgia, South Carolina, South Dakota, West Virginia and Wyoming, pending claims at the time of enactment, caps asbestos-related liabilities at the fair market value of the predecessor's total gross assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total value of its predecessor's assets adjusted for inflation. Crown Cork has integrated the legislation into its claims defense strategy. The Company cautions, however, that the legislation may be challenged and there can be no assurance regarding the ultimate effect of the legislation on Crown Cork.
The Company further cautions that an adverse ruling in any litigation relating to the constitutionality or applicability to Crown Cork of one or more statutes that limits the asbestos-related liability of alleged defendants like Crown Cork could have a material impact on the Company.
During the three months ended March 31, 2023, the Company paid $4 to settle asbestos claims and pay related legal and defense costs and had claims activity as follows:
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| Beginning claims | 57,500 | |
| New claims | 200 |
| Settlements or dismissals | (100) | |
| Ending claims | 57,600 | |
In the fourth quarter of each year, the Company performs an analysis of outstanding claims and categorizes these claims by year of exposure and state filed. As of December 31, 2022, the Company's outstanding claims were:
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| Claimants alleging first exposure after 1964 | 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 | 20,000 | |
| Total claims outstanding | 57,500 | |
The outstanding claims in each period exclude approximately 19,000 inactive claims. Due to the passage of time, the Company considers it unlikely that the plaintiffs in these cases will pursue further action against the Company. The exclusion of these inactive claims had no effect on the calculation of the Company’s accrual as the claims were filed in states, as described above, where the Company’s liability is limited by statute.
With respect to claimants alleging first exposure to asbestos before or during 1964, the Company does not include in its accrual any amounts for settlements in states where the Company’s liability is limited by statute except for certain pending claims in Texas as described earlier.
With respect to post-1964 claims, regardless of the existence of asbestos legislation, the Company does not include in its accrual any amounts for settlement of these claims because of increased difficulty of establishing identification of relevant insulation products as the cause of injury. Given the Company's settlement experience with post-1964 claims, it does not believe that an adverse ruling in the Texas or Pennsylvania asbestos litigation cases, or in any other state that has enacted asbestos legislation, would have a material impact on the Company with respect to such claims.
As of December 31, 2022 and 2021, the percentage of outstanding claims related to claimants alleging serious diseases (primarily mesothelioma and other malignancies) were as follows:
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| 2022 | | 2021 | | |
| Total claims | 24 | % | | 24 | % | | |
| Pre-1965 claims in states without asbestos legislation | 43 | % | | 42 | % | | |
Crown Cork has entered into arrangements with plaintiffs’ counsel in certain jurisdictions with respect to claims which are not yet filed, or asserted, against it. However, Crown Cork expects claims under these arrangements to be filed or asserted against Crown Cork in the future. The projected value of these claims is included in the Company’s estimated liability as of March 31, 2023.
As of March 31, 2023, the Company’s accrual for pending and future asbestos-related claims and related legal costs was $216, including $172 for unasserted claims. The Company determines its accrual without limitation to a specific time period.
It is reasonably possible that the actual loss could be in excess of the Company’s accrual. However, the Company is unable to estimate the reasonably possible loss in excess of its accrual due to uncertainty in the following assumptions that underlie the Company’s accrual and the possibility of losses in excess of such accrual: the amount of damages sought by the claimant (which was not specified for approximately 82% of the claims outstanding at the end of 2022), the Company and claimant’s willingness to negotiate a settlement, the terms of settlements of other defendants with asbestos-related liabilities, the bankruptcy filings of other defendants (which may result in additional claims and higher settlements for non-bankrupt defendants), the nature of pending and future claims (including the seriousness of alleged disease, whether claimants allege first exposure to asbestos before or during 1964 and the claimant’s ability to demonstrate the alleged link to Crown Cork), the volatility of the litigation environment, the defense strategies available to the Company, the level of future claims, the rate of receipt of claims, the jurisdiction in which claims are filed, and the effect of state asbestos legislation (including the validity and applicability of the Pennsylvania legislation to non-Pennsylvania jurisdictions, where the substantial majority of the Company’s asbestos cases are filed).
I. Commitments and Contingent Liabilities
The Company, along with others in most cases, has been identified by the EPA or a comparable state environmental agency as a Potentially Responsible Party (“PRP”) at a number of sites and has recorded aggregate accruals of $12 for its share of estimated future remediation costs at these sites. The Company has been identified as having either directly or indirectly disposed of commercial or industrial waste at the sites subject to the accrual, and where appropriate and supported by available information, generally has agreed to be responsible for a percentage of future remediation costs based on an estimated volume of materials disposed in proportion to the total materials disposed at each site. The Company has not had monetary sanctions imposed nor has the Company been notified of any potential monetary sanctions at any of the sites.
The Company has also recorded aggregate accruals of $8 for remediation activities at various worldwide locations that are owned by the Company and for which the Company is not a member of a PRP group. Although the Company believes its accruals are adequate to cover its portion of future remediation costs, there can be no assurance that the ultimate payments will not exceed the amount of the Company’s accruals and will not have a material effect on its results of operations, financial position and cash flow. Any possible loss or range of potential loss that may be incurred in excess of the recorded accruals cannot be estimated.
In March 2015, the Bundeskartellamt, or German Federal Cartel Office (“FCO”), conducted unannounced inspections of the premises of several metal packaging manufacturers, including a German subsidiary of the Company. The local court order authorizing the inspection cited FCO suspicions of anti-competitive agreements in the German market for the supply of metal packaging products. The Company conducted an internal investigation into the matter and discovered instances of inappropriate conduct by certain employees of German subsidiaries of the Company. The Company cooperated with the FCO and submitted a leniency application with the FCO which disclosed the findings of its internal investigation to date. In April 2018, the FCO discontinued its national investigation and referred the matter to the European Commission (the “Commission”). Following the referral, Commission officials conducted unannounced inspections of the premises of several metal packaging manufacturers, including Company subsidiaries in Germany, France and the U.K. The Company cooperated with the Commission and submitted a leniency application with the Commission with respect to the findings of its internal investigation in Germany. In July 2022, the Company reached a settlement with the Commission relating to the Commission’s investigation, pursuant to which the Company agreed to pay a fine in the amount of $8. Fining decisions based on settlements can be appealed under EU law. The Company is seeking annulment of the Commission’s fining decision on the basis that the referral of the case from the FCO to the Commission was unjustified. There can be no assurance regarding the outcome of such appeal.
In March 2017, U.S. Customs and Border Protection (“CBP”) at the Port of Milwaukee issued a penalty notification alleging that certain of the Company’s subsidiaries intentionally misclassified the importation of certain goods into the
U.S. during the period 2004 -2009. CBP initially assessed a penalty of $18. The Company has acknowledged to CBP that the goods were misclassified and has paid all related duties, which CBP does not dispute. The Company has asserted that the misclassification was unintentional and disputes the penalty assessment by CBP. CBP has brought suit in the U.S. Court of International Trade seeking enforcement of the initial penalty against the Company. At the present time, based on the information available, the Company does not believe that a loss for the alleged intentional misclassification is probable. However, there can be no assurance that the Company will be successful in contesting the assessed penalty.
On October 7, 2021, the French Autorité de la concurrence (the French Competition Authority or “FCA”) issued a statement of objections to 14 trade associations, one public entity and 101 legal entities from 28 corporate groups, including the Company, certain of its subsidiaries, other leading metal can manufacturers, certain can fillers and certain retailers in France. The FCA alleged violations of Articles 101 of the Treaty on the Functioning of the European Union and L.420-1 of the French Commercial Code. The statement of objections alleges, among other things, anti-competitive behavior in connection with the removal of bisphenol-A from metal packaging in France. The removal of bisphenol-A was mandated by French legislation that went into effect in 2015. If the FCA finds that the Company or its subsidiaries violated competition law, the FCA may levy fines. Proceedings with respect to this matter are ongoing and the Company is unable to predict the ultimate outcome including the amount of fines, if any, that may be levied by the FCA. The Company intends to vigorously defend against the allegations in the statement of objections.
The Company and its subsidiaries are also subject to various other lawsuits and claims with respect to labor, environmental, securities, vendor and other matters arising out of the Company’s normal course of business. While the impact on future financial results is not subject to reasonable estimation because considerable uncertainty exists, management believes that the ultimate liabilities resulting from such lawsuits and claims will not materially affect the Company’s consolidated earnings, financial position or cash flow. The Company has various commitments to purchase materials, supplies and utilities as part of the ordinary conduct of business. At times, the Company guarantees the obligations of subsidiaries under certain of these contracts and is liable for such arrangements only if the subsidiary fails to perform its obligations under the contract.
The Company’s basic raw materials for its products are aluminum and steel, both of which are purchased from multiple sources. The Company is subject to fluctuations in the cost of these raw materials and has periodically adjusted its selling prices to reflect these movements. There can be no assurance, however, that the Company will be able to fully recover any increases or fluctuations in raw material costs from its customers. The Company also has commitments for standby letters of credit and for purchases of capital assets.
At March 31, 2023, the Company was party to certain indemnification agreements covering environmental remediation, lease payments and other potential costs associated with properties sold or businesses divested. The Company accrues for costs related to these items when it is probable that a liability has been incurred and the amount can be reasonably estimated.
J. Derivative and Other Financial Instruments
Fair Value Measurements
Under GAAP a framework exists for measuring fair value, providing a three-tier hierarchy of pricing inputs used to report assets and liabilities that are adjusted to fair value. Level 1 includes inputs such as quoted prices which are available in active markets for identical assets or liabilities as of the report date. Level 2 includes inputs other than those available in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 includes unobservable pricing inputs that are not corroborated by market data or other objective sources. The Company has no recurring items valued using Level 3 inputs other than certain pension plan assets.
The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities measured at fair value and their placement within the fair value hierarchy.
The Company applies a market approach to value its commodity price hedge contracts. Prices from observable markets are used to develop the fair value of these financial instruments and they are reported under Level 2. The Company uses an income approach to value its foreign exchange forward contracts. These contracts are valued using a discounted cash flow model that calculates the present value of future cash flows under the terms of the contracts using market information as of the reporting date, such as foreign exchange spot and forward rates, and are reported under Level 2 of the fair value hierarchy.
Fair value disclosures for financial assets and liabilities that were accounted for at fair value on a recurring basis are provided later in this note. In addition, see Note K for fair value disclosures related to debt.
Derivative Financial Instruments
In the normal course of business the Company is subject to risk from adverse fluctuations in currency exchange rates, interest rates and commodity prices. The Company manages these risks through a program that includes the use of derivative financial instruments, primarily swaps and forwards. Counterparties to these contracts are major financial institutions. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company does not use derivative instruments for trading or speculative purposes.
The Company’s objective in managing exposure to market and interest rate risk is to limit the impact on earnings and cash flow. The extent to which the Company uses such instruments is dependent upon its access to these contracts in the financial markets and its success using other methods, such as netting exposures in the same currencies to mitigate foreign exchange risk, using sales agreements that permit the pass-through of commodity price and foreign exchange rate risk to customers and borrowing both fixed and floating debt instruments to manage interest rate risk.
For derivative financial instruments accounted for in hedging relationships, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the manner in which effectiveness will be assessed. The Company formally assesses, both at inception and at least quarterly thereafter, whether the hedging relationships are effective in offsetting changes in fair value or cash flows of the related underlying exposures. When a forecasted transaction is reasonably possible, but not probable of occurring, the hedge no longer qualifies for hedge accounting and the change in fair value from the date of the last effectiveness test is recognized in earnings. Any gain or loss which has accumulated in other comprehensive income at the date of the last effectiveness test is reclassified into earnings at the same time of the underlying exposure or when the forecasted transaction becomes probable of not occurring.
Cash Flow Hedges
The Company designates certain derivative financial instruments as cash flow hedges. No components of the hedging instruments are excluded from the assessment of hedge effectiveness. Changes in fair value of outstanding derivatives accounted for as cash flow hedges are recorded in accumulated other comprehensive income until earnings are impacted by the hedged transaction. Classification of the gain or loss in the Consolidated Statements of Operations upon reclassification from accumulated comprehensive income is the same as that of the underlying exposure. Contracts outstanding at March 31, 2023 mature between one and twenty-one months.
The Company uses commodity forward contracts to hedge anticipated purchases of various commodities, primarily aluminum, and these exposures are hedged by a central treasury unit.
The Company also designates certain foreign exchange contracts as cash flow hedges of anticipated foreign currency denominated sales or purchases. The Company manages these risks at the operating unit level. Often, foreign currency risk is hedged together with the related commodity price risk.
The Company may also use interest rate swaps to convert interest on floating rate debt to a fixed-rate.
The following tables set forth financial information about the impact on other comprehensive income ("OCI"), accumulated other comprehensive income ("AOCI") and earnings from changes in the fair value of derivative instruments.
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| | Amount of gain/(loss) recognized in OCI | | | | |
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| Derivatives in cash flow hedges | | 2023 | | 2022 | | | | | | |
| Foreign exchange | | $ | 2 | | | $ | (5) | | | | | | | |
| Commodities | | 1 | | | 50 | | | | | | | |
| | $ | 3 | | | $ | 45 | | | | | | | |
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| | Amount of gain/(loss) reclassified from AOCI into income | | | | |
| | Three Months Ended March 31, | | | | |
| Derivatives in cash flow hedges | | 2023 | | 2022 | | | | | | Affected line items in the Statement of Operations |
| Foreign exchange | | $ | — | | | $ | (5) | | | | | | | Net sales |
| Commodities | | (2) | | | $ | (11) | | | | | | | Net sales |
| Foreign exchange | | 1 | | | (1) | | | | | | | Cost of products sold, excluding depreciation and amortization |
| Commodities | | (3) | | | 26 | | | | | | | Cost of products sold, excluding depreciation and amortization |
| | (4) | | | 9 | | | | | | | Income before taxes and equity in net earnings of affiliates |
| | 1 | | | (3) | | | | | | | Provision for income taxes |
| Total Reclassified | | (3) | | | 6 | | | | | | | Net income |
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For the twelve-month period ending March 31, 2024, a net loss of $10 ($8, net of tax) is expected to be reclassified to earnings for commodity and foreign exchange contracts. No material amounts were reclassified during the three months ended March 31, 2023 and 2022 in connection with anticipated transactions that were considered probable of not occurring.
Fair Value Hedges and Contracts Not Designated as Hedges
The Company designates certain derivative financial instruments as fair value hedges of recognized foreign-denominated assets and liabilities, generally trade accounts receivable and payable and unrecognized firm commitments. The notional values and maturity dates of the derivative instruments coincide with those of the hedged items. Changes in fair value of the derivative financial instruments, excluding time value, are offset by changes in fair value of the related hedged items.
For the three months ended March 31, 2023 and 2022, the Company recorded losses of $5 and $21, respectively, from foreign exchange contracts designated as fair value hedges. These adjustments were reported within foreign exchange in the Consolidated Statements of Operations.
Certain derivative financial instruments, including foreign exchange contracts related to intercompany debt, were not designated or did not quality for hedge accounting; however, they are effective economic hedges as the changes in their fair value, except for time value, are offset by changes arising from re-measurement of the related hedged items. The
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.
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| | Pre-tax amounts of gain/(loss) recognized in income | | | | |
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| Derivatives not designated as hedges | | 2023 | | 2022 | | | | | | Affected line item in the Statement of Operations |
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| Foreign exchange | | $ | — | | | $ | (4) | | | | | | | Net sales |
| Foreign exchange | | (1) | | | 1 | | | | | | | Cost of products sold, excluding depreciation and amortization |
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| Foreign exchange | | 4 | | | (10) | | | | | | | Foreign exchange |
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| | $ | 3 | | | $ | (13) | | | | | | | |
Net Investment Hedges
The Company designates certain debt and derivative instruments as net investment hedges to manage foreign currency risk relating to net investments in subsidiaries denominated in foreign currencies and reduce the variability in the functional currency equivalent cash flows.
During the three months ended March 31, 2023, the Company recorded a loss of $16 ($14, net of tax) in other comprehensive income for certain debt instruments that are designated as hedges of its net investment in a euro-based subsidiary. During the three months ended March 31, 2022, the Company recorded a gain of $17 ($10, net of tax) in other comprehensive income for these net investment hedges. As of March 31, 2023 and December 31, 2022, cumulative gains of $85 ($97, net of tax) and $101 ($111, net of tax), respectively, were recognized in accumulated other comprehensive income related to these net investment hedges and the carrying amount of the hedging instruments were €948 ($1,029) at March 31, 2023.
The following tables set forth the impact on AOCI from changes in the fair value of derivative instruments designated as net investment hedges.
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| Derivatives designated as net investment hedges | | 2023 | | 2022 | | | | | | |
| Foreign exchange | | $ | (5) | | | $ | 2 | | | | | | | |
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Gains and losses representing components excluded from the assessment of effectiveness on derivatives designated as net investment hedges are recognized in accumulated other comprehensive income.
Gains or losses on net investment hedges remain in accumulated other comprehensive income until disposal of the underlying assets.
Fair Values of Derivative Financial Instruments and Valuation Hierarchy
The following table sets forth the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, respectively. The fair values of these financial instruments were reported under Level 2 of the fair value hierarchy.
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| Balance Sheet classification | | March 31, 2023 | | December 31, 2022 | | Balance Sheet classification | | March 31, 2023 | | December 31, 2022 |
| Derivatives designated as hedging instruments | | | | | | | | | | |
| Foreign exchange contracts cash flow | Prepaid expenses and other current assets | | $ | 3 | | | $ | 3 | | | Accrued liabilities | | $ | 1 | | | $ | 2 | |
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| Other non-current assets | | — | | | 1 | | | Other non-current liabilities | | — | | | — | |
| Foreign exchange contracts fair value | Prepaid expenses and other current assets | | 2 | | | 4 | | | Accrued liabilities | | 5 | | | 4 | |
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| Commodities contracts cash flow | Prepaid expenses and other current assets | | 14 | | | 11 | | | Accrued liabilities | | 24 | | | 27 | |
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| Other non-current assets | | 1 | | | — | | | Other non-current liabilities | | — | | | — | |
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| Net investment hedge | Other non-current assets | | 83 | | | 90 | | | Other non-current liabilities | | — | | | — | |
| | $ | 103 | | | $ | 109 | | | | | $ | 30 | | | $ | 33 | |
| Derivatives not designated as hedging instruments | | | | | | | | | | |
| Foreign exchange contracts | Prepaid expenses and other current assets | | $ | 3 | | | $ | 8 | | | Accrued liabilities | | $ | 1 | | | $ | 2 | |
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| Total derivatives | | | $ | 106 | | | $ | 117 | | | | | $ | 31 | | | $ | 35 | |
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| Cash and cash equivalents | $ | 26 | | | $ | 22 | | | | | |
| Receivables, net | 24 | | | 16 | | | | | |
| Accounts payable | 195 | | | 111 | | | | | |
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As of March 31, 2023 and December 31, 2022, the cumulative amounts of fair value hedging adjustments included in the carrying amount of the hedged assets and liabilities were a net gains of $3 and $1, respectively.
Offsetting of Derivative Assets and Liabilities
Certain derivative financial instruments are subject to agreements with counterparties similar to master netting arrangements and are eligible for offset. The Company has made an accounting policy election not to offset the fair values of these instruments within the statement of financial position. 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.
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| Gross amounts recognized in the Balance Sheet | Gross amounts not offset in the Balance Sheet | Net amount |
| Balance at March 31, 2023 | | | |
| Derivative assets | $106 | $27 | $79 |
| Derivative liabilities | 31 | 27 | 4 |
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| Balance at December 31, 2022 | | | |
| Derivative assets | 117 | 13 | 104 |
| Derivative liabilities | 35 | 13 | 22 |
Notional Values of Outstanding Derivative Instruments
The aggregate U.S. dollar-equivalent notional values of outstanding derivative instruments in the Consolidated Balance Sheets at March 31, 2023 and December 31, 2022 were:
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| March 31, 2023 | | December 31, 2022 |
| Derivatives designated as cash flow hedges: | | | |
| Foreign exchange | $ | 84 | | | $ | 287 | |
| Commodities | 221 | | | 230 | |
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| Derivatives designated as fair value hedges: | | | |
| Foreign exchange | 313 | | | 201 | |
| Derivatives designated as net investment hedges: | | | |
| Foreign exchange | 875 | | | 875 | |
| Derivatives not designated as hedges: | | | |
| Foreign exchange | 227 | | | 512 | |
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K. Debt
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| March 31, 2023 | | December 31, 2022 |
| Principal | | Carrying | | Principal | | Carrying |
| outstanding | | amount | | outstanding | | amount |
| Short-term debt | $ | 163 | | | $ | 163 | | | $ | 76 | | | $ | 76 | |
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| Senior secured borrowings: | | | | | | | |
| Revolving credit facilities | 586 | | | 586 | | | 329 | | | 329 | |
| Term loan facilities | | | | | | | |
| U.S. dollar due 2027 | 1,800 | | 1,792 | | 1,800 | | 1,792 |
Euro due 20271 | 586 | | 586 | | 578 | | 578 |
| Senior notes and debentures: | | | | | | | |
€600 at 2.625% due 2024 | 651 | | | 650 | | | 642 | | | 640 | |
€600 at 3.375% due 2025 | 651 | | | 649 | | | 642 | | | 640 | |
U.S. dollar at 4.25% due 2026 | 400 | | | 397 | | | 400 | | | 397 | |
U.S. dollar at 4.75% due 2026 | 875 | | | 869 | | | 875 | | | 869 | |
U.S. dollar at 7.375% due 2026 | 350 | | | 348 | | | 350 | | | 348 | |
€500 at 2.875% due 2026 | 544 | | | 540 | | | 536 | | | 532 | |
U.S. dollar at 5.25% due 2030 | 500 | | 494 | | 500 | | | 494 | |
U.S. dollar at 7.50% due 2096 | 40 | | | 40 | | | 40 | | | 40 | |
| Other indebtedness in various currencies | 219 | | 219 | | 242 | | | 242 | |
| Total long-term debt | 7,202 | | | 7,170 | | | 6,934 | | | 6,901 | |
| Less current maturities | (124) | | | (124) | | | (109) | | | (109) | |
| Total long-term debt, less current maturities | 7,078 | | | 7,046 | | | 6,825 | | | 6,792 | |
(1) €540 at March 31, 2023 and December 31, 2022.
The estimated fair value of the Company’s long-term borrowings, using a market approach incorporating Level 2 inputs such as quoted market prices for the same or similar issues, was $7,271 at March 31, 2023 and $6,922 at December 31, 2022.
The U.S. dollar term loan interest rate was SOFR plus 1.35% and the Euro term loan interest rate was EURIBOR plus 1.25% at March 31, 2023 and at December 31, 2022.
L. Pension and Other Postretirement Benefits
The components of net periodic pension and other postretirement benefits costs for the three months ended March 31, 2023 and 2022 were as follows:
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| | March 31, | | |
| Pension benefits – U.S. plans | 2023 | | 2022 | | | | |
| Service cost | $ | 3 | | | $ | 5 | | | | | |
| Interest cost | 12 | | | 8 | | | | | |
| Expected return on plan assets | (15) | | | (19) | | | | | |
| | | | | | | |
| Recognized net loss | 11 | | | 12 | | | | | |
| | | | | | | |
| Net periodic cost | $ | 11 | | | $ | 6 | | | | | |
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| | March 31, | | |
| Pension benefits – Non-U.S. plans | 2023 | | 2022 | | | | |
| Service cost | $ | 3 | | | $ | 2 | | | | | |
| Interest cost | 5 | | | 4 | | | | | |
| Expected return on plan assets | (5) | | | (5) | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Recognized net loss | 1 | | | 1 | | | | | |
| | | | | | | |
| Net periodic cost | $ | 4 | | | $ | 2 | | | | | |
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| | March 31, | | |
| Other postretirement benefits | 2023 | | 2022 | | | | |
| | | | | | | |
| Interest cost | 2 | | | 1 | | | | | |
| Recognized prior service credit | — | | | (5) | | | | | |
| Recognized net loss | — | | | 1 | | | | | |
| Net periodic cost / (benefit) | $ | 2 | | | $ | (3) | | | | | |
The components of net periodic cost / (benefit) other than the service cost component are included in other pension and postretirement in the Consolidated Statements 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 | | 2023 | | 2022 | | | | | | Affected line items in the statement of operations |
| Actuarial losses | | $ | 12 | | | $ | 14 | | | | | | | Other pension and postretirement |
| Prior service credit | | — | | | (5) | | | | | | | Other pension and postretirement |
| | | | | | | | | | |
| | | | | | | | | | |
| | 12 | | | 9 | | | | | | | |
| | (2) | | | (2) | | | | | | | Provision for income taxes |
| Total reclassified | | $ | 10 | | | $ | 7 | | | | | | | Net income |
| | | | | | | | | | |
| | | | | | | | | |
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. Share repurchases under the Company's program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. The Company has remaining Board authorization to repurchase an additional $2,300 of the Company's common stock under the program as of March 31, 2023.
For the three months ended March 31, 2023 and 2022, the Company declared and paid cash dividends of $0.24 and $0.22 per share, respectively. Additionally, on April 27, 2023, the Company's Board of Directors declared a dividend of $0.24 per share payable on May 25, 2023 to shareholders of record as of May 11, 2023.
N. Accumulated Other Comprehensive Loss Attributable to Crown Holdings
The following table provides information about the changes in each component of accumulated other comprehensive income/(loss).
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Defined benefit plans | | Foreign currency translation | | Gains and losses on cash flow hedges | | Total |
| Balance at January 1, 2022 | | $ | (768) | | | $ | (1,158) | | | $ | 28 | | | $ | (1,898) | |
| | | | | | | | |
| Other comprehensive income before reclassifications | — | | | 13 | | | 45 | | | 58 | |
| Amounts reclassified from accumulated other comprehensive income | 7 | | | — | | | (6) | | | 1 | |
| Other comprehensive income | | 7 | | | 13 | | | 39 | | | 59 | |
| Balance at March 31, 2022 | | $ | (761) | | | $ | (1,145) | | | $ | 67 | | | $ | (1,839) | |
| | | | | | | | |
| Balance at January 1, 2023 | | $ | (686) | | | $ | (1,197) | | | $ | (9) | | | $ | (1,892) | |
| | | | | | | | |
| Other comprehensive income before reclassifications | — | | | 88 | | | 2 | | | 90 | |
| Amounts reclassified from accumulated other comprehensive income | 10 | | | — | | | 3 | | | 13 | |
| Other comprehensive income | | 10 | | | 88 | | | 5 | | | 103 | |
| Balance at March 31, 2023 | | $ | (676) | | | $ | (1,109) | | | $ | (4) | | | $ | (1,789) | |
See Note J and Note L for further details of amounts related to cash flow hedges and defined benefit plans.
O. Revenue
The Company recognized revenue as follows:
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| March 31, | | |
| 2023 | | 2022 | | | | |
| Revenue recognized over time | $ | 1,664 | | | $ | 1,717 | | | | | |
| Revenue recognized at a point in time | 1,310 | | | 1,445 | | | | | |
| Total revenue | $ | 2,974 | | | $ | 3,162 | | | | | |
See Note Q for further disaggregation of the Company's revenue. The Company has applied the practical expedient to exclude disclosure of remaining performance obligations as its binding orders typically have a term of one year or less.
Contract assets are typically recognized for work in process related to the Company's three-piece printed products and equipment business. Contract assets and liabilities are reported in a net position on a contract-by-contract basis. The Company had net contract assets of $30 and $18 as of March 31, 2023 and December 31, 2022, respectively, included in prepaid and other current assets. During the three months ended March 31, 2023, the Company satisfied performance obligations related to contract assets at December 31, 2022 and also recorded new contract assets primarily related to work in process for the equipment business.
P. Earnings Per Share
The following table summarizes the computations of basic and diluted earnings per share attributable to the Company.
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| | March 31, | | |
| | 2023 | | 2022 | | | | |
| | | | | | | |
| | | | | | | |
| Net income attributable to Crown Holdings | $ | 102 | | | $ | 216 | | | | | |
| | | | | | | |
| Weighted average shares outstanding: | | | | | | | |
| Basic | 119.2 | | | 123.6 | | | | | |
| Dilutive restricted stock | 0.4 | | | 0.8 | | | | | |
| Diluted | 119.6 | | | 124.4 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Basic earnings per share | $ | 0.86 | | | $ | 1.75 | | | | | |
| Diluted earnings per share | $ | 0.85 | | | $ | 1.74 | | | | | |
For the three months ended March 31, 2023 and 2022, 0.08 million and 0.1 million contingently issuable common shares were excluded from the computation of diluted earnings per share because the effect would be anti-dilutive.
Q. Segment Information
The Company evaluates performance and allocates resources based on segment income, which is not a defined term under GAAP. The Company defines segment income as income from operations adjusted to exclude intangibles amortization charges and provisions for restructuring and other. Segment income should not be considered in isolation or as a substitute for net income prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies.
The tables below present information about the Company's operating segments.
| | | | | | | | | | | | | | | |
| | External Sales | | |
| Three Months Ended | | |
| | March 31, | | |
| | 2023 | | 2022 | | | | |
| Americas Beverage | $ | 1,261 | | | $ | 1,226 | | | | | |
| European Beverage | 479 | | | 510 | | | | | |
| Asia Pacific | 338 | | | 413 | | | | | |
| Transit Packaging | 564 | | | 657 | | | | | |
| Other | 332 | | | 356 | | | | | |
| Total | $ | 2,974 | | | $ | 3,162 | | | | | |
The primary sources of revenue included in Other are the Company's food can, aerosol can, and closures businesses in North America, and beverage tooling and equipment operations in the U.S. and U.K.
| | | | | | | | | | | | | | | |
| | Intersegment Sales | | |
| Three Months Ended | | |
| | March 31, | | |
| | 2023 | | 2022 | | | | |
| | | | | | | |
| European Beverage | — | | | 30 | | | | | |
| | | | | | | |
| Transit Packaging | 13 | | | 8 | | | | | |
| Other | 38 | | | 29 | | | | | |
| Total | $ | 51 | | | $ | 67 | | | | | |
Intersegment sales primarily include sales of cans, ends and parts and equipment used in the manufacturing process.
| | | | | | | | | | | | | | | |
| | Segment Income | | |
| Three Months Ended | | |
| | March 31, | | |
| | 2023 | | 2022 | | | | |
| Americas Beverage | $ | 178 | | | $ | 164 | | | | | |
| European Beverage | 45 | | | 53 | | | | | |
| Asia Pacific | 36 | | | 53 | | | | | |
| Transit Packaging | 78 | | | 61 | | | | | |
| Total reportable segments | $ | 337 | | | $ | 331 | | | | | |
A reconciliation of segment income of reportable segments to income before income taxes is as follows:
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| | March 31, | | |
| | 2023 | | 2022 | | | | |
| Segment income of reportable segments | $ | 337 | | | $ | 331 | | | | | |
| Segment income of other | 27 | | | 94 | | | | | |
| Corporate and unallocated items | (44) | | | (42) | | | | | |
| Restructuring and other, net | (11) | | | 1 | | | | | |
| Amortization of intangibles | (40) | | | (40) | | | | | |
| | | | | | | |
| Other pension and postretirement | (11) | | | 4 | | | | | |
| Interest expense | (102) | | | (54) | | | | | |
| Interest income | 9 | | | 3 | | | | | |
| Foreign exchange | (4) | | | 10 | | | | | |
| Income before taxes and equity in net earnings of affiliates | $ | 161 | | | $ | 307 | | | | | |
For the three months ended March 31, 2023 and 2022, intercompany profits of $1 and $4, respectively, were eliminated within segment income of other.
Corporate and unallocated items includes corporate and division administrative costs, technology costs, unallocated items such as stock-based compensation.
The Company also has a 20% minority interest in Eviosys, a European tinplate business, accounted for under the equity method and accordingly, those results are not included in sales or segment income. The Company's proportionate share of net income from this investment was $2 and $15 for the three months ended March 31, 2023 and 2022, respectively. The Company received distributions of $83 for the three months ended March 31, 2023.
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 months ended March 31, 2023 compared to 2022 and changes in financial condition and liquidity from December 31, 2022. 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, 2022, along with the consolidated financial statements and related notes included in and referred to within this report.
Business Strategy and Trends
The Company, through its subsidiaries, is a leading global supplier of aluminum and steel beverage, food and aerosol cans to consumer marketing companies, as well as transit and protective packaging products, equipment and services to a broad range of end markets. The Company has a diverse portfolio of global packaging businesses that generate significant operating cash flow enabling the Company to invest for growth while returning cash to shareholders. Beverage cans are the world's most sustainable and recycled beverage packaging and continue to gain market share in new beverage product launches. The majority of the Company's beverage cans, food cans and transit products are made from recycled materials and can be recycled.
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.
The Company's capital allocation strategy also focuses on maintaining a strong balance sheet with a target leverage ratio between 3.0x and 3.5x and returning capital to shareholders in the form of dividends and the repurchase of Company shares. In December 2021, the Board of Directors authorized the repurchase of $3.0 billion in Company common stock through the end of 2024.
The Company continues to actively elevate its commitment to sustainability, which is a core value of the Company. In 2020, the Company debuted Twentyby30, a robust program that outlines twenty measurable, science based, environmental, social and governance goals to be completed by 2030 or sooner. In September 2021, the Company joined The Climate Pledge, a commitment to be net-zero carbon across business operations by 2040.
To date the war between Russia and Ukraine has not had a direct material impact on the Company's business, financial condition, or results of operations.
The Company continues to actively manage the challenges of supply chain disruptions, foreign exchange and interest rate fluctuations and inflationary pressures, including fluctuations in raw material, energy and transportation costs. The Company generally attempts to mitigate aluminum and steel price risk by matching its purchase obligations with its sales agreements. Additionally, the Company attempts to mitigate inflationary pressures on energy and raw material costs with contractual pass-through provisions that include annual selling price adjustments based on price indexes. The Company also uses commodity forward contracts to manage its exposure to raw material costs. The ability to mitigate inflationary risks through these measures varies by region and the impact on the results of the Company’s segments is discussed, as applicable, in the heading "Results of Operations" below.
Results of Operations
The key measure used by the Company in assessing performance is segment income, a non-GAAP measure defined by the Company as income from operations adjusted to exclude intangibles amortization charges, Restructuring and other and the impact of fair value adjustments to inventory acquired in an acquisition.
The foreign currency translation impacts referred to in the discussion below were primarily due to changes in the Mexican peso in the Company's Americas Beverage segment, the euro and pound sterling in the Company's European
Beverage segment and the Thai baht in the Company's Asia Pacific segment. The Company's Transit Packaging segment is a global business. The foreign currency translation impacts referred to in the discussion below for Transit Packaging are primarily related to the euro, the Mexican peso, the Swedish krona and the Indian rupee. The Company calculates the impact of foreign currency translation by dividing current year U.S. dollar results by the current year average foreign exchange rates and then multiplying those amounts by the applicable prior year average exchange rates.
Net Sales and Segment Income
| | | | | | | | | | | |
| Three Months Ended |
| | March 31, |
| | 2023 | | 2022 |
| Net sales | $ | 2,974 | | | $ | 3,162 | |
Net sales decreased primarily due to lower volumes in European Beverage, Asia and Transit Packaging, approximately $100 from the pass-through of lower aluminum and steel costs and unfavorable foreign currency translation of $36, partially offset by improved pricing and 6% higher sales unit volumes in Americas Beverage.
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. 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 packing.
To meet volume requirements in these markets, the Company began commercial production of the following:
•Martinsville, Virginia - line one in November 2022 and line two in March 2023
•Monterrey, Mexico - April 2022
•Uberaba, Brazil - line one in May 2022 and line two in October 2022
The Company also expects to commence production at a new two-line plant in Mesquite, Nevada in 2023.
Net sales and segment income in the Americas Beverage segment were as follows:
| | | | | | | | | | | |
| Three Months Ended |
| | March 31, |
| | 2023 | | 2022 |
| Net sales | $ | 1,261 | | | $ | 1,226 | |
| Segment income | 178 | | | 164 | |
Net sales increased primarily due to 6% higher sales unit volumes, with North America up 4% and Brazil up 23%, contractual pass-through mechanisms put in place to recover inflation and favorable foreign currency translation of $10, partially offset by the pass-through of lower aluminum costs.
Segment income increased primarily due to inflation mechanisms put in place to recover cost increases and higher sales unit volumes, partially offset by increased depreciation of $6 for recent capacity expansions. Additionally, the first quarter of 2022 was negatively impacted by approximately $20 from incremental costs and lost profits associated with the Bowling Green tornado.
In March 2023 a Brazilian beverage can customer filed for bankruptcy and the Company's exposure as of March 31, 2023 is approximately $60. The Company possesses a security interest related to the supply agreement which was
considered in the Company's allowance for credit losses. The Company will continue to monitor the bankruptcy plan and consider the impact on the Company's results of operations and cash flows.
European Beverage
The Company's European Beverage segment manufactures aluminum beverage cans and ends and supplies a variety of customers from its operations throughout Europe, the Middle East and North Africa. In recent years, the European beverage can market has been growing due to the introduction of new beverage products in cans versus other packaging formats. To meet volume requirements, two lines in the Seville, Spain plant began commercial production of aluminum cans in 2022. Additionally, in 2023, high speed production lines are being added to plants in Parma, Italy and Agoncillo, Spain, and the Company expects to complete the relocation to a new two-line plant in Peterborough, United Kingdom.
In February 2023, twin earthquakes struck near the Company's Osmaniye, Turkey plant. There was no significant damage to the physical plant structure, equipment or inventory. The plant resumed production and shipments to customers able to receive deliveries by the end of February. This event did not have a material impact on the Company's results of operations or cash flows and the Company has property and business interruption insurance policies.
Net sales and segment income in the European Beverage segment were as follows:
| | | | | | | | | | | |
| Three Months Ended |
| | March 31, |
| | 2023 | | 2022 |
| Net sales | $ | 479 | | | $ | 510 | |
| Segment income | 45 | | | 53 | |
Net sales decreased primarily due to lower volumes, unfavorable foreign currency translation of $21 and the pass-through of lower aluminum costs, partially offset by the contractual recovery of prior years' inflationary cost increases.
Segment income decreased primarily due to lower volumes partially offset by contractual pass-through mechanisms put in place to recover inflation.
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 driven by increased per capita incomes and consumption, combined with an increased preference for cans over other forms of beverage packaging. To meet volume requirements in Southeast Asia, the Company began commercial production of a third line in Phnom Pehh, Cambodia in August 2022.
In June 2022, the Company's Yangon, Myanmar beverage can plant was temporarily idled due to currency restrictions, which resulted in the inability to source U.S. dollars required to procure U.S. dollar raw materials. For the three months ended March 31, 2023, the plant had net sales of $3 and segment income of less than $1. Property, plant and equipment as of March 31, 2023 was $53, including $25 of land and buildings and $28 of machinery and equipment. The Company will continue to monitor the economic conditions and the impact to its business in Myanmar, including any alternative uses for its machinery and equipment.
Net sales and segment income in the Asia Pacific segment were as follows:
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| | March 31, | | |
| | 2023 | | 2022 | | | | |
| Net sales | $ | 338 | | | $ | 413 | | | | | |
| Segment income | 36 | | | 53 | | | | | |
Net sales and segment income decreased primarily due to lower volumes. Net sales were also negatively impacted by foreign currency translation of $6.
Transit Packaging
The Company's Transit Packaging segment includes the Company's worldwide industrial products, protective solutions, and automation, equipment and tools business. Industrial products include steel strap, plastic strap, industrial film and other related products that are used in a wide range of industries. Protective solutions include transit protection products, such as airbags, edge protectors, and honeycomb products that help prevent movement of, and/or damage to, a wide range of industrial and consumer goods during transport. Automation, equipment and tools includes manual, semi-automatic and automatic equipment and tools, which are primarily used in end-of-line operations to apply consumables such as strap and film.
Net sales and segment income in the Transit Packaging segment were as follows:
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| | March 31, | | |
| | 2023 | | 2022 | | | | |
| Net sales | $ | 564 | | | $ | 657 | | | | | |
| Segment income | 78 | | | 61 | | | | | |
Net sales decreased primarily due to lower sales unit volumes and $17 from the impact of unfavorable foreign currency translation.
Segment income increased primarily due to costs savings from headcount reductions across the business, improved sales volume mix and improved pricing in industrial product lines and equipment. Additionally, the first quarter of 2022 was negatively impacted by $6 from the repricing of higher cost inventory from the prior year in the steel strap business.
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. The Company added a third two-piece food can line to its Owatonna, Minnesota plant in 2022 and expects to add a pet food can line to its Dubuque, Iowa plant in 2023.
Net sales and segment income in Other were as follows:
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| | March 31, | | |
| | 2023 | | 2022 | | | | |
| Net sales | $ | 332 | | | $ | 356 | | | | | |
| Segment income | 27 | | | 94 | | | | | |
Net sales decreased primarily due to lower volumes and the pass-through of lower steel costs.
Segment income decreased primarily due to a steel repricing gain of $48 in the three months ended March 31, 2022 and a repricing loss of $12 in the three months ended March 31, 2023.
Corporate and unallocated
| | | | | | | | | | | | | | | |
| Three Months Ended | | |
| | March 31, | | |
| | 2023 | | 2022 | | | | |
| Corporate and unallocated expense | $ | (44) | | | $ | (42) | | | | | |
Corporate and unallocated expenses were comparable for the three months ended March 31, 2023 compared to 2022.
Restructuring and other, net
For the three months ended March 31, 2023, restructuring and other, net primarily includes business reorganization activities in the Company's European Beverage and Other segment. The Company continues to review its costs structure and may record additional restructuring charges in the future.
Other pension and postretirement
For the three months ended March 31, 2022, other pension and postretirement, included the amortization of prior service credits which arose from postretirement plan amendments in prior years.
Interest expense
For the three months ended March 31, 2022 to 2023, interest expense increased from $54 to $102 due to higher interest rates and higher outstanding borrowings.
Equity in net earnings of affiliates
For the three months ended March 31, 2022 to 2023, equity in net earnings of affiliates decreased from $17 to $3, primarily due to lower earnings in the Company's European tinplate equity method investment, Eviosys.
Net income attributable to noncontrolling interest
For the three months ended March 31, 2023 compared to 2022, net income from noncontrolling interests decreased from $30 to $20 primarily due to lower earnings in the Company's beverage can operations in Brazil.
Liquidity and Capital Resources
Cash from Operations
Cash used for operating activities decreased from $301 for the three months ended March 31, 2022 to $235 for the three months ended March 31, 2023, primarily due to working capital improvements offset by lower earnings.
Days sales outstanding for trade receivables, excluding the impact of unbilled receivables, decreased from 41 days as of March 31, 2022 to 35 days as of March 31, 2023.
Inventory turnover increased from 65 days at March 31, 2022 to 74 days at March 31, 2023 primarily due to inventory builds in certain segments.
Days outstanding for trade payables decreased from 97 days at March 31, 2022 to 84 days at March 31, 2023 primarily resulting from decreased purchases due to higher inventory levels.
Investing Activities
Cash used for investing activities increased from $117 for the three months ended March 31, 2022 to $161 for the three months ended March 31, 2023 primarily due to higher capital expenditures, partially offset by $56 distribution from Eviosys.
The Company currently expects capital expenditures in 2023 to be approximately $900.
Financing Activities
Cash provided by financing activities decreased from $321 for the three months ended March 31, 2022 to $262 for the three months ended March 31, 2023. During the three months ended March 31, 2022, the Company issued $500 principal amount of 5.250% senior unsecured notes due 2030. Additionally, during the three months ended March 31, 2022, the Company repurchased $350 of common stock.
Liquidity
As of March 31, 2023, $359 of the Company's $403 of cash and cash equivalents was located outside the U.S. The Company is not currently aware of any legal restrictions under foreign law that materially impact its access to cash held outside the U.S. The Company funds its cash needs in the U.S. through a combination of cash flows from operations, dividends from certain foreign subsidiaries, borrowings under its revolving credit facility and the acceleration of cash receipts under its receivable securitization and factoring facilities. Of the cash and cash equivalents located outside the U.S., $346 was held by subsidiaries for which earnings are considered indefinitely reinvested.
The Company's revolving credit agreements provide capacity of $1,650. As of March 31, 2023, the Company had available capacity of $998 under its revolving credit facilities. The Company could have borrowed this amount at March 31, 2023 and still have been in compliance with its leverage ratio covenants.
The Company's debt agreements contain covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional debt, pay dividends or repurchase capital stock, make certain other restricted payments, create liens and engage in sale and leaseback transactions. These restrictions are subject to a number of exceptions, however, which allow the Company to incur additional debt, create liens or make otherwise restricted payments provided that the Company is in compliance with applicable financial and other covenants and meets certain liquidity requirements.
The Company’s revolving credit facilities and term loan facilities also contain a total leverage ratio covenant. The leverage ratio is calculated as total net debt divided by Consolidated EBITDA (as defined in the credit agreement). Total net debt is defined in the credit agreement as total debt less cash and cash equivalents. Consolidated EBITDA is calculated as the sum of, among other things, net income attributable to Crown Holdings, net income attributable to certain of the Company's subsidiaries, income taxes, interest expense, depreciation and amortization, and certain non-cash charges. The Company’s total net leverage ratio of 3.7 to 1.0 at March 31, 2023 was in compliance with the covenant requiring a ratio no greater than 5.0 to 1.0. The ratio is calculated at the end of each quarter using debt and cash balances as of the end of the quarter and Consolidated EBITDA for the most recent twelve months. Failure to meet the financial covenant could result in the acceleration of any outstanding amounts due under the revolving credit facilities and term loan facilities. The required net total leverage ratio under the agreement reduces to 4.5 to 1.0 at December 31, 2023.
The Company’s current sources of liquidity also include a securitization facility with a program limit up to a maximum of $700 that expires in July 2023, a securitization facility with a program limit of $200 that expires in December 2023, and a securitization facility with a program limit of $160 that expires in November 2025.
Capital Resources
As of March 31, 2023, the Company had approximately $237 of contractual capital commitments primarily related to Americas Beverage. The Company expects to fund these commitments primarily through cash flows from operations.
Contractual Obligations
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, 2022, which information is incorporated herein by reference.
Supplemental Guarantor Financial Information
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 Cork Obligor Group
| | | | | | | | | | | | | | | |
| | | Three Months Ended |
| | | | March 31, 2023 |
| Net sales | | | | | $ | — | |
| Gross Profit | | | | | — | |
| Income from operations | | | | | (1) | |
Net income1 | | | | | (17) | |
Net income attributable to Crown Holdings1 | | | | | (17) | |
(1) Includes $13 of expense related to intercompany interest with non-guarantor subsidiaries
| | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 | | December 31, 2022 |
| Current assets | $ | 12 | | | $ | 14 | |
| Non-current assets | 28 | | | 23 | |
| Current liabilities | 61 | | | 53 | |
Non-current liabilities1 | 6,173 | | | 6,143 | |
(1) Includes payables of $5,383 and $5,378 due to non-guarantor subsidiaries as of March 31, 2023 and December 31, 2022
Crown Americas Obligor Group
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | |
| | | | March 31, 2023 | | |
Net sales1 | | | | | $ | 1,248 | | | |
Gross profit2 | | | | | 184 | | | |
Income from operations2 | | | | | 62 | | | |
Net income3 | | | | | (8) | | | |
Net income attributable to Crown Holdings3 | | | | | (8) | | | |
(1) Includes $127 of sales to non-guarantor subsidiaries
(2) Includes $13 of gross profit related to sales to non-guarantor subsidiaries
(3) Includes $5 of income related to intercompany interest and technology royalties with non-guarantor subsidiaries
| | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 | | December 31, 2022 |
Current assets1 | $ | 1,037 | | | $ | 975 | |
Non-current assets2 | 3,865 | | | 3,830 | |
Current liabilities3 | 1,292 | | | 1,262 | |
Non-current liabilities4 | 6,138 | | | 6,048 | |
(1) Includes receivables of $38 and $33 due from non-guarantor subsidiaries as of March 31, 2023 and December 31, 2022
(2) Includes receivables of $220 and $185 due from non-guarantor subsidiaries as of March 31, 2023 and December 31, 2022
(3) Includes payables of $28 and $37 due to non-guarantor subsidiaries as of March 31, 2023 and December 31, 2022
(4) Includes payables of $1,426 and $1,314 due to non-guarantor subsidiaries as of March 31, 2023 and December 31, 2022
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, 2022 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 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 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, 2022, which are not historical facts (including any statements concerning the direct or indirect impact of the COVID-19 pandemic and the Russia-Ukraine war, objectives of management for capacity additions, share repurchases, dividends, future operations or economic performance, or assumptions related thereto, including the potential for higher interest rates and energy prices), 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 U.S. 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, 2022 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 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 March 31, 2023, see Note J to the consolidated financial statements included in this Quarterly Report on Form 10-Q.
As of March 31, 2023, the Company had $3.2 billion principal floating interest rate debt and $1.2 billion of securitization and factoring. A change of 0.25% in these floating interest rates would change annual interest expense by approximately $11 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.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
For information regarding the Company's potential asbestos-related liabilities and other litigation, see Note H entitled “Asbestos-Related Liabilities” and Note I 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, 2022. 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
During the three months ended March 31, 2023, 71,220 shares were surrendered to cover taxes on the vesting of restricted stock.
In December 2021, the Company's Board of Directors authorized the repurchase of an aggregate amount of $3.0 billion of Company common stock through the end of 2024. 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 Company has remaining Board authorization to repurchase an additional $2,300 of the Company's common stock under the program as of March 31, 2023.
Item 3. Defaults Upon Senior Securities
There were no events required to be reported under Item 3 for the three months ended March 31, 2023.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Submission of Matters to a Vote of Security Holders
(a) Crown Holdings, Inc. (the “Company”) held its Annual Meeting of Shareholders on April 27, 2023 (the “Annual Meeting”). As of March 7, 2023, the record date for the meeting, 120,107,190 shares of Common Stock, par value $5.00 per share, of the Company (“Common Stock”) were issued and outstanding. A quorum of 102,881,857 shares of Common Stock were present or represented at the meeting.
(b) The following individuals were nominated and elected to serve as directors:
Timothy J. Donahue, Richard H. Fearon, Andrea J. Funk, Stephen J. Hagge, Jesse A. Lynn, James H. Miller, Josef M. Müller, B. Craig Owens, Angela M. Snyder, Caesar F. Sweitzer, Andrew J. Teno, 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 | | 86,883,414 | | 8,130,872 | | 7,867,571 |
| | | | | | |
| Richard H. Fearon | | 91,239,125 | | 3,775,161 | | 7,867,571 |
| | | | | | |
| Andrea J. Funk | | 92,183,047 | | 2,831,239 | | 7,867,571 |
| | | | | | |
| Stephen J. Hagge | | 90,207,604 | | 4,806,682 | | 7,867,571 |
| | | | | | |
| Jesse A. Lynn | | 89,110,442 | | 5,903,844 | | 7,867,571 |
| | | | | | |
| James H. Miller | | 80,295,773 | | 14,718,513 | | 7,867,571 |
| | | | | | |
| Josef M. Müller | | 91,507,205 | | 3,507,081 | | 7,867,571 |
| | | | | | |
| B. Craig Owens | | 91,784,967 | | 3,229,319 | | 7,867,571 |
| | | | | | |
| Angela M. Snyder | | 94,100,966 | | 913,320 | | 7,867,571 |
| | | | | | |
| Caesar F. Sweitzer | | 91,398,449 | | 3,615,837 | | 7,867,571 |
| | | | | | |
| Andrew J. Teno | | 90,253,064 | | 4,761,222 | | 7,867,571 |
| | | | | | |
| Marsha C. Williams | | 90,439,808 | | 4,574,478 | | 7,867,571 |
| | | | | | |
| Dwayne A. Wilson | | 88,691,815 | | 6,322,471 | | 7,867,571 |
2)The Company's Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for the fiscal year ending December 31, 2023 pursuant to the following vote:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes
Against | | Votes
Abstaining | | Broker
Non-Vote |
| 97,267,004 | | 5,511,354 | | 103,499 | | — |
3)The Company's Shareholders approved, by non-binding advisory vote, the resolution on executive compensation (as further described in the Company's 2023 Proxy Statement) pursuant to the following vote:
| | | | | | | | | | | | | | | | | | | | |
Votes
For | | Votes
Against | | Votes
Abstaining | | Broker
Non-Vote |
| 88,060,284 | | 6,921,353 | | 140,842 | | 7,759,378 |
4)The Company's Shareholders approved, by non-binding advisory vote, the frequency of future Say-on-Pay votes pursuant to the following vote:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Every Year | | Every Two Years | | Every Three Years | | Votes
Abstaining | | Broker
Non-Vote |
| 93,666,716 | | 108,960 | | 1,167,338 | | 179,465 | | 7,759,378 |
5)The Company's Shareholders did not approve the Shareholder proposal seeking Shareholder ratification of termination pay pursuant to the following vote:
| | | | | | | | | | | | | | | | | | | | |
Votes
For | | Votes
Against | | Votes
Abstaining | | Broker
Non-Vote |
| 42,245,358 | | 52,569,664 | | 307,457 | | 7,759,378 |
Item 6. Exhibits
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| 22 | |
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| 10.z | Executive Employment Agreement, dated August 1, 2018, between Crown Holdings, Inc. and Hock Huat Goh (incorporated by reference to Exhibit A of the Registrant’s Definitive Additional Materials on Schedule 14A filed April 19, 2023 (File No. 001-41550). |
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| 31.1 | |
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| 31.2 | |
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| 32 | |
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| 101 | The following financial information from the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 formatted in inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022, (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022, (iii) Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022, (v) Consolidated Statements of Changes in Equity for the three months ended March 31, 2023 and 2022 and (vi) Notes to Consolidated Financial Statements. |
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| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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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/ Christy L. Kalaus |
| | Christy L. Kalaus |
| | Vice President and Corporate Controller |
| | |
Date: April 28, 2023