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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED June 30, 2024
 
☐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 001-41550
CROWN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 75-3099507
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification No.)
14025 Riveredge Drive, Suite 300TampaFL33637
(Address of principal executive offices) (Zip Code)
215-698-5100
(registrant’s telephone number, including area code)
____________________
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each classTrading SymbolsName of each exchange on which registered
Common Stock $5.00 Par ValueCCKNew York Stock Exchange
7 3/8% Debentures Due 2026CCK26New York Stock Exchange
7 1/2% Debentures Due 2096CCK96New 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 pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)
Large Accelerated Filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    Yes ☐   No  ☒

There were 120,640,575 shares of Common Stock outstanding as of July 26, 2024.


TABLE OF CONTENTS



Crown Holdings, Inc.


PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions except per share data)
(Unaudited)
Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Net sales$3,040 $3,109 $5,824 $6,083 
Cost of products sold, excluding depreciation and amortization2,379 2,463 4,626 4,874 
Depreciation and amortization115 125 230 248 
Selling and administrative expense150 148 304 308 
Restructuring and other, net17 6 40 17 
Income from operations379 367 624 636 
Other pension and postretirement13 16 24 27 
Interest expense112 110 225 212 
Interest income(16)(12)(36)(21)
Foreign exchange5 14 12 18 
Income before taxes and equity in net earnings of affiliates265 239 399 400 
Provision for income taxes54 59 94 101 
Equity in net earnings of affiliates(4)7 (5)10 
Net income 207 187 300 309 
Net income attributable to noncontrolling interests33 30 59 50 
Net income attributable to Crown Holdings$174 $157 $241 $259 
Earnings per common share attributable to Crown Holdings:
Basic$1.45 $1.31 $2.02 $2.17 
Diluted$1.45 $1.31 $2.01 $2.16 
The accompanying notes are an integral part of these consolidated financial statements.

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Crown Holdings, Inc.


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Net income$207 $187 $300 $309 
Other comprehensive income / (loss), net of tax:
Foreign currency translation adjustments(138)77 (130)166 
Pension and other postretirement benefits10 9 20 19 
Derivatives qualifying as hedges14 (13)9 (8)
Total other comprehensive income(114)73 (101)177 
Total comprehensive income 93 260 199 486 
Net income attributable to noncontrolling interests33 30 59 50 
Translation adjustments attributable to noncontrolling interests— (2)(3)(1)
Comprehensive income attributable to Crown Holdings$60 $232 $143 $437 

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

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Crown Holdings, Inc.


CONSOLIDATED BALANCE SHEETS (Condensed)
(In millions)
(Unaudited)
June 30,
2024		December 31,
2023
Assets
Current assets
Cash and cash equivalents$1,414 $1,310 
Receivables, net1,771 1,719 
Inventories1,526 1,613 
Prepaid expenses and other current assets221 191 
Total current assets4,932 4,833 
Goodwill 3,031 3,117 
Intangible assets, net1,140 1,258 
Property, plant and equipment, net4,980 5,062 
Operating lease right-of-use assets, net209 211 
Other non-current assets566 553 
Total assets$14,858 $15,034 
Liabilities and equity
Current liabilities
Short-term debt$94 $16 
Current maturities of long-term debt1,367 759 
Current portion of operating lease liabilities46 45 
Accounts payable2,303 2,459 
Accrued liabilities878 922 
Total current liabilities4,688 4,201 
Long-term debt, excluding current maturities5,949 6,699 
Pension and postretirement liabilities400 414 
Non-current portion of operating lease liabilities173 175 
Other non-current liabilities671 681 
Commitments and contingent liabilities (Note J)
Noncontrolling interests470 454 
Crown Holdings shareholders’ equity 2,507 2,410 
Total equity2,977 2,864 
Total liabilities and equity$14,858 $15,034 

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

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Crown Holdings, Inc.


CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)
(In millions)
(Unaudited)
Six Months Ended
June 30,
20242023
Cash flows from operating activities
Net income$300 $309 
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization230 248 
Restructuring and other, net40 17 
Pension and postretirement expense35 38 
Pension contributions(5)(4)
Stock-based compensation20 17 
Equity earnings, net of distributions8 20 
Working capital changes and other(285)(352)
Net cash provided by operating activities343 293 
Cash flows from investing activities
Capital expenditures(178)(454)
Net investment hedge13 13 
Proceeds from sale of property, plant and equipment22 2 
Distribution from equity method investment— 56 
Other— 5 
Net cash used for investing activities(143)(378)
Cash flows from financing activities
Net change in revolving credit facility and short-term debt— (393)
Proceeds from short-term debt124 120 
Payments of short-term debt(44)(38)
Proceeds from long-term debt20 538 
Payments of long-term debt(60)(40)
Debt issuance costs— (8)
Dividends paid to noncontrolling interests(40)(11)
Dividends paid to shareholders(60)(57)
Common stock repurchased(7)(11)
Other(3)1
Net cash (used for) / provided by financing activities(70)101 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(19)(12)
Net change in cash, cash equivalents and restricted cash111 4 
Cash, cash equivalents and restricted cash at January 11,400 639 
Cash, cash equivalents and restricted cash at June 30$1,511 $643 

The accompanying notes are an integral part of these consolidated financial statements.
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Crown Holdings, Inc.


CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In millions)
(Unaudited)
 Crown Holdings, Inc. Shareholders’ Equity  
Common StockPaid-in CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Crown EquityNoncontrolling InterestsTotal Shareholders' Equity
Balance at January 1, 2024$604 $17 $3,476 $(1,687)$2,410 $454 $2,864 
Net income67 67 26 93 
Other comprehensive income16 16 (3)13 
Dividends declared(30)(30)(15)(45)
Restricted stock awarded1(1)— — 
Stock-based compensation12 12 12 
Common stock repurchased(5)(5)(5)
Balance at March 31, 2024$605 $23 $3,513 $(1,671)$2,470 $462 $2,932 
Net income174 174 33 207 
Other comprehensive income(114)(114)— (114)
Dividends declared(30)(30)(25)(55)
Stock-based compensation8 8 8 
Common stock issued1 1 1 
Common stock repurchased(2)(2)(2)
Balance at June 30, 2024$605 $30 $3,657 $(1,785)$2,507 $470 $2,977 

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















6

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In millions)
(Unaudited)
Crown Holdings, Inc. Shareholders’ Equity
Common StockPaid-in CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Crown EquityNoncontrolling InterestsTotal Shareholders' Equity
Balance at January 1, 2023$600 $— $3,141 $(1,892)$1,849 $438 $2,287 
Net income102 102 20 122 
Other comprehensive income103 103 1 104 
Dividends declared(29)(29)(7)(36)
Restricted stock awarded1 (1)— — 
Stock-based compensation11 11 11 
Common stock repurchased(6)(6)(6)
Balance at March 31, 2023$601 $4 $3,214 $(1,789)$2,030 $452 $2,482 
Net income157 157 30 187 
Other comprehensive income75 75 (2)73 
Dividends declared(28)(28)(28)
Stock-based compensation6 6 6 
Common stock repurchased(5)(5)(5)
Balance at June 30, 2023$601 $5 $3,343 $(1,714)$2,235 $480 $2,715 

The accompanying notes are an integral part of these consolidated financial statements.
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Crown Holdings, Inc.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share and statistical data)
(Unaudited)


A.Basis of Presentation

The consolidated financial statements include the accounts of Crown Holdings, Inc. and its consolidated subsidiaries (the “Company”). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Form 10-Q instructions. In the opinion of management, these consolidated financial statements contain all adjustments of a normal and recurring nature necessary for a fair statement of the financial position of the Company as of June 30, 2024 and the results of its operations for the three and six months ended June 30, 2024 and 2023 and of its cash flows for the six months ended June 30, 2024 and 2023. 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, 2023.

During the fourth quarter of 2023, the Company recast its segment reporting to reclassify European corporate costs that were previously included in Corporate and other unallocated items in the European Beverage segment. Prior periods have been recast to conform to the new presentation.

During the first quarter of 2024, the Company completed a review of the useful lives of its beverage machinery and equipment and buildings based on the Company’s experience with the duration over which equipment and buildings of its aluminum beverage can business can be utilized. The Company engaged a third-party appraiser to assist in this review and, as a result, effective January 1, 2024, the Company revised the estimated useful lives of buildings up to 50 years and machinery and equipment up to 23 years. The change in useful lives resulted in a net reduction in depreciation expense of approximately $16 or $0.10 and $32 or $0.20 per diluted share for the three and six months ended June 30, 2024, respectively, as compared to the amount of depreciation expense that would have been recorded by utilizing the prior depreciable lives.

In the first quarter of 2024, the Company corrected its presentation of certain borrowings and repayments of short-term debt that did not qualify for net presentation in our previously issued Consolidated Statements of Cash Flows. The Company now presents these borrowings and repayments of short-term debt on a gross basis within cash flows from financing activities. The Company determined that the corrections, which had no impact to cash flows (used for) provided by financing activities, were not material to any prior annual or interim periods and therefore, amendments of previously filed reports are not required.

The effects of the revisions on each of the impacted financial statement line items within the Company's Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2022 and 2023, as well as the six months ended June 30, 2023 and the nine months ended September 30, 2023 were as follows:

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Crown Holdings, Inc.


Six Months Ended June 30, 2023
As Previously ReportedAdjustmentsAs Revised
Net change in revolving credit facility and short-term debt$(311)$(82)$(393)
Proceeds from short-term debt— 120 120 
Payments of short-term debt— (38)(38)
Net cash provided by financing activities101 — 101 
Nine Months Ended September 30, 2023
As Previously ReportedAdjustmentsAs Revised
Net change in revolving credit facility and short-term debt$(362)$(31)$(393)
Proceeds from short-term debt— 127 127 
Payments of short-term debt— (96)(96)
Net cash provided by financing activities35 — 35 
Year Ended December 31, 2023
As Previously ReportedAdjustmentsAs Revised
Net change in revolving credit facility and short-term debt$(398)$2 $(396)
Proceeds from short-term debt— 129 129 
Payments of short-term debt— (131)(131)
Net cash provided by financing activities116 — 116 
Year Ended December 31, 2022
As Previously ReportedAdjustmentsAs Revised
Net change in revolving credit facility and short-term debt$268 $— $268 
Proceeds from short-term debt— 45 45 
Payments of short-term debt— (45)(45)
Net cash used for financing activities(25)— (25)
Year Ended December 31, 2021
As Previously ReportedAdjustmentsAs Revised
Net change in revolving credit facility and short-term debt$12 $27 $39 
Proceeds from short-term debt— 15 15 
Payments of short-term debt— (42)(42)
Net cash used for financing activities(2,944)— (2,944)

B.Recent Accounting and Reporting Pronouncements

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board issued new guidance that requires incremental disclosures related to reportable segments. That standard requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of profit or loss. The title and position of the CODM and how the reported
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Crown Holdings, Inc.


measure of segment profit or loss is used by the CODM to assess segment performance and allocate resources is also required to be disclosed. The standard also permits disclosure of additional measures of segment profit. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. As the guidance impacts disclosure only, it will not have an impact on the Company's financial results. These changes in disclosure will initially be reflected in the annual financial statement footnotes for the year ended December 31, 2024.

In December 2023, the Financial Accounting Standards Board issued a final standard on improvements to income tax disclosures. The standard requires disclosure of specific categories within the effective tax rate reconciliation and details about significant reconciling items, subject to a quantitative threshold. The standard also requires information on income taxes paid disaggregated by federal, state and foreign based on a quantitative threshold. The standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The standard is applied prospectively with an option for retrospective adoption. The Company is currently evaluating the impact of adopting this standard on its disclosures.


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:

June 30, 2024December 31, 2023
Cash and cash equivalents$1,414 $1,310 
Restricted cash included in prepaid expenses and other current assets97 90 
Total cash, cash equivalents and restricted cash$1,511 $1,400 

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


D.    Receivables

June 30, 2024December 31, 2023
Accounts receivable$1,180 $1,122 
Less: allowance for credit losses(31)(29)
Net trade receivables1,149 1,093 
Unbilled receivables337 338 
Miscellaneous receivables285 288 
$1,771 $1,719 


E.    Inventories
June 30, 2024December 31, 2023
Raw materials and supplies$948 $1,031 
Work in process132 139 
Finished goods446 443 
$1,526 $1,613 







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Crown Holdings, Inc.


F.    Intangible Assets

Gross carrying amounts and accumulated amortization of finite-lived intangible assets by major class were as follows:
    
 June 30, 2024December 31, 2023
 GrossAccumulated amortizationNetGrossAccumulated amortizationNet
Customer relationships$1,376 $(700)$676 $1,423 $(670)$753 
Trade names530 (139)391 539 (130)409 
Technology156 (142)14 159 (133)26 
Long term supply contracts153 (96)57 167 (99)68 
Patents12 (10)2 12 (10)$2 
$2,227 $(1,087)$1,140 $2,300 $(1,042)$1,258 

Net income for the three and six months ended June 30, 2024 and 2023 included amortization expense of $41 and $81, respectively.

G.    Supplier Finance Program Obligations

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 $783 and $862 confirmed obligations outstanding under these supplier finance programs as of June 30, 2024 and December 31, 2023 included in Accounts Payable.

H.    Restructuring and Other

The Company recorded restructuring and other items as follows:
Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Asset sales and impairments$1 $1 $4 $3 
Restructuring16 5 35 14 
Other costs— — 1 — 
$17 $6 $40 $17 

For the three and six months ended June 30, 2024 and June 30, 2023, restructuring primarily included headcount reductions and other exit costs in the Company's European Beverage and Other segments.

Additionally, during the second quarter of 2024, the Company closed its food can plant in La Villa, Mexico and entered into an agreement to sell equipment for $30 to be paid in three annual installments. The first $10 installment was received during the quarter. The Company expects to recognize a gain of approximately $20 in the third quarter of 2024, when control of the equipment transfers.

During the six months ended June 30, 2024, the Company made payments of $28 and had a restructuring accrual of $23, primarily related to previously announced restructuring actions and the items referenced above. The Company expects to pay these amounts over the next twelve months. The Company continues to review its costs structure and may record additional restructuring charges in the future.





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Crown Holdings, Inc.


I.    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 six months ended June 30, 2024, the Company paid $5 to settle asbestos claims and pay related legal and defense costs and had approximate claims activity as follows:

Beginning claims58,500 
New claims700
Settlements or dismissals(200)
Ending claims59,000 
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Crown Holdings, Inc.


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, 2023, the Company's outstanding claims were:

Claimants alleging first exposure after 196418,000 
Claimants alleging first exposure before or during 1964 filed in:
Texas13,000 
Pennsylvania1,500 
Other states that have enacted asbestos legislation6,000 
Other states20,000 
Total claims outstanding58,500 

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, 2023 and 2022, the percentage of outstanding claims related to claimants alleging serious diseases (primarily mesothelioma and other malignancies) were as follows:

20232022
Total claims25 %24 %
Pre-1965 claims in states without asbestos legislation44 %43 %

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 June 30, 2024.

As of June 30, 2024, the Company’s accrual for pending and future asbestos-related claims and related legal costs was $198, including $133 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 2023), 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).



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Crown Holdings, Inc.


J.    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. On December 29, 2023, the FCA issued a decision imposing a fine of €4 million on the Company. The Company has appealed the decision of the FCA, however there can be no assurance regarding the outcome of such appeal.

In June 2024, the Brazilian Federal Tax Authorities issued an assessment against the Company's Brazilian subsidiary in relation to the use of PIS and COFINS indirect tax credits arising from a favorable judicial decision received by the Company in 2019. The assessment disallowed credits of $42 taken by the Company for the years 2004 through 2015 when the PIS and COFINS indirect taxes were calculated by fixed rates and assessed interest and penalties. The Company does not believe that a loss for this assessment is probable and plans to challenge the assessment at the
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Crown Holdings, Inc.


administrative and judicial level, if necessary. There can be no assurances that the Company will be successful in contesting the assessment.

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 June 30, 2024, 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.


K.    Derivative and Other Financial Instruments

Fair Value Measurements

Under U.S. GAAP a framework exists for measuring fair value, providing a three-tier hierarchy of pricing inputs used to report assets and liabilities that are adjusted to fair value. Level 1 includes inputs such as quoted prices which are available in active markets for identical assets or liabilities as of the report date. Level 2 includes inputs other than those available in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 includes unobservable pricing inputs that are not corroborated by market data or other objective sources. The Company has no recurring items valued using Level 3 inputs other than certain pension plan assets.

The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities measured at fair value and their placement within the fair value hierarchy.

The Company applies a market approach to value its commodity price hedge contracts. Prices from observable markets are used to develop the fair value of these financial instruments and they are reported under Level 2. The Company uses an income approach to value its foreign exchange forward contracts. These contracts are valued using a discounted cash flow model that calculates the present value of future cash flows under the terms of the contracts using market information as of the reporting date, such as foreign exchange spot and forward rates, and are reported under Level 2 of the fair value hierarchy.

Fair value disclosures for financial assets and liabilities that were accounted for at fair value on a recurring basis are provided later in this note. In addition, see Note L 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.

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Crown Holdings, Inc.


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 June 30, 2024 mature between one and thirty months.

The Company uses commodity forward contracts to hedge anticipated purchases of various commodities, primarily aluminum as well as natural gas and electricity, 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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Crown Holdings, Inc.


Amount of gain/(loss) recognized in OCIAmount of gain/(loss) recognized in OCI
Three Months Ended June 30,Six Months Ended
June 30,
Derivatives in cash flow hedges2024202320242023
Foreign exchange$— $1 $1 $3 
Commodities10 (17)2 (16)
$10 $(16)$3 $(13)
Amount of gain/(loss) reclassified from AOCI into incomeAmount of gain/(loss) reclassified from AOCI into income
Three Months Ended June 30,Six Months Ended
June 30,
Derivatives in cash flow hedges2024202320242023Affected line items in the Statement of Operations
Commodities$(14)$6 $(18)$4 Net sales
Foreign exchange— 1 — 2 Cost of products sold, excluding depreciation and amortization
Commodities8 (11)9 (14)Cost of products sold, excluding depreciation and amortization
(6)(4)(9)(8)Income before taxes and equity in net earnings of affiliates
2 1 3 2 Provision for income taxes
$(4)$(3)$(6)$(6)Net income

For the twelve-month period ending June 30, 2025, a net gain of $5 ($4, net of tax) is expected to be reclassified to earnings for commodity and foreign exchange contracts. No material amounts were reclassified during the six months ended June 30, 2024 and 2023 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 and six months ended June 30, 2024, the Company recorded a gain of $11 and $15, respectively, from foreign exchange contracts designated as fair value hedges. For the three and six months ended June 30, 2023, the Company recorded losses of $5 and $10 from foreign exchange contracts designated as fair value hedges. These adjustments were reported within foreign exchange in the Consolidated Statements of Operations.

Certain derivative financial instruments, including foreign exchange contracts related to intercompany debt, were not designated or did not qualify for hedge accounting; however, they are effective economic hedges as the changes in their fair value, except for time value, are offset by changes 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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Crown Holdings, Inc.


Pre-tax amounts of gain/(loss) recognized in income on derivativePre-tax amounts of gain/(loss) recognized in income on derivative
Three Months Ended June 30,Six Months Ended June 30,
Derivatives not designated as hedges2024202320242023Affected line item in the Statement of Operations
Foreign exchange$— $(2)$— $(3)Cost of products sold, excluding depreciation and amortization
Foreign exchange2 — 4 4 Foreign exchange
$2 $(2)$4 $1 


Net Investment Hedges

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

During the three and six months ended June 30, 2024, the Company recorded gains of $12 ($10, net of tax) and $53 ($44, net of tax) in other comprehensive income for certain debt instruments that are designated as hedges of its net investment in a euro-based subsidiary. During the three and six months ended June 30, 2023, the Company recorded losses of $6 ($5, net of tax) and $22 ($19, net of tax) in other comprehensive income for certain debt instruments that are designated as hedges of its net investment in a euro-based subsidiary. As of June 30, 2024 and December 31, 2023, cumulative gains of $103 ($112, net of tax) and $49 ($68, net of tax) were recognized in accumulated other comprehensive income related to these net investment hedges and the carrying amount of the hedging instrument was approximately €1,653 ($1,771) at June 30, 2024.

The Company also has cross-currency swaps with an aggregate notional values of $875 designated as hedges of the Company's net investment in a euro-based subsidiary. These swaps mature in 2026 and reduced interest expense by $6 and $12 for the three and six months ended June 30, 2024 and 2023.

The following tables set forth financial information about the impact on accumulated other comprehensive income from changes in the fair value of derivative instruments designated as net investment hedges.


Amount of gain / (loss) recognized in AOCIAmount of gain / (loss) recognized in AOCI
Three Months ended June 30,Six months ended June 30,
Derivatives designated as net investment hedges2024202320242023
Foreign exchange$— $(14)$12 $(19)

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 June 30, 2024 and December 31, 2023, respectively. The fair values of these financial instruments were reported under Level 2 of the fair value hierarchy.


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Crown Holdings, Inc.


Balance Sheet classificationJune 30,
2024		December 31, 2023Balance Sheet classificationJune 30,
2024		December 31, 2023
Derivatives designated as hedging instruments
Foreign exchange contracts cash flowPrepaid expenses and other current assets$2 $1 Accrued liabilities$3 $2 
Foreign exchange contracts fair valuePrepaid expenses and other current assets4 — Accrued liabilities— 2 
Commodities contracts cash flowPrepaid expenses and other current assets14 13 Accrued liabilities8 13 
Net investment hedgeOther non-current assets63 47 Other non-current liabilities— — 
$83 $61 $11 $17 
Derivatives not designated as hedging instruments
Foreign exchange contractsPrepaid expenses and other current assets$16 $3 Accrued liabilities$6 $3 
Total derivatives$99 $64 $17 $20 

Carrying amount of the hedged assets / liabilities
June 30,
2024		December 31,
2023
Line item in the Balance Sheet in which the hedged item is included
Cash and cash equivalents$1 $2 
Receivables, net10 12 
Accounts payable65 120 

As of June 30, 2024 and December 31, 2023, the cumulative amount of fair value hedging adjustments included in the carrying amount of the hedged assets and liabilities were a net loss of $4 and a net gain of $2.

Offsetting of Derivative Assets and Liabilities

Certain derivative financial instruments are subject to agreements with counterparties similar to master netting arrangements and are eligible for offset. The Company has made an accounting policy election not to offset the fair values of these instruments. In the table below, the aggregate fair values of the Company's derivative assets and liabilities are presented on both a gross and net basis, where appropriate.

Gross amounts recognized in the Balance SheetGross amounts not offset in the Balance SheetNet amount
Balance at June 30, 2024
Derivative assets$99$6$93
Derivative liabilities17611
Balance at December 31, 2023
Derivative assets$64$7$57
Derivative liabilities20713

Notional Values of Outstanding Derivative Instruments

The aggregate U.S. dollar-equivalent notional values of outstanding derivative instruments in the Consolidated Balance Sheets at June 30, 2024 and December 31, 2023 were:

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Crown Holdings, Inc.


June 30, 2024December 31, 2023
Derivatives designated as cash flow hedges:
Foreign exchange$268 $75 
Commodities43 160 
Derivatives designated as fair value hedges:
Foreign exchange122 202 
Derivatives designated as net investment hedges:
Foreign exchange875 875 
Derivatives not designated as hedges:
Foreign exchange326 302 


L.    Debt

June 30, 2024December 31, 2023
PrincipalCarryingPrincipalCarrying
outstandingamountoutstandingamount
Short-term debt$94 $94 $16 $16 
Long-term debt
Senior secured borrowings:
Revolving credit facilities— — — — 
Term loan facilities
U.S. dollar due 20271,575 1,570 1,575 1,569 
Euro due 20271
557 557 589 589 
Senior notes and debentures:
€600 at 2.625% due 2024
643 643 663 662 
€600 at 3.375% due 2025
643 642 663 662 
U.S. dollar at 4.25% due 2026
400 398 400 398 
U.S. dollar at 4.75% due 2026
875 871 875 871 
U.S. dollar at 7.375% due 2026
350 350 350 350 
€500 at 2.875% due 2026
536 534 552 550 
€500 at 5.00% due 2028
536529552 544 
€500 at 4.75% due 2029
536530552 544 
U.S. dollar at 5.25% due 2030
500494500 494 
U.S. dollar at 7.50% due 2096
40 40 40 40 
Other indebtedness in various currencies158158185 185 
Total long-term debt7,349 7,316 7,496 7,458 
Less current maturities(1,367)(1,367)(759)(759)
Total long-term debt, less current maturities$5,982 $5,949 $6,737 $6,699 
(1) €520 and €533 at June 30, 2024 and December 31, 2023
The estimated fair value of the Company’s debt, using a market approach incorporating Level 2 inputs such as quoted market prices for the same or similar issues, was $7,405 at June 30, 2024 and $7,484 at December 31, 2023.

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 June 30, 2024 and at December 31, 2023.




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Crown Holdings, Inc.



M.    Pension and Other Postretirement Benefits

The components of net periodic pension and other postretirement benefits costs for the three and six months ended June 30, 2024 and 2023 were as follows:
Three Months EndedSix Months Ended
 June 30,June 30,
Pension benefits – U.S. plans2024202320242023
Service cost$3 $4 $7 $7 
Interest cost13 14 26 26 
Expected return on plan assets(15)(15)(30)(30)
Recognized net loss12 11 22 22 
Net periodic cost$13 $14 $25 $25 
Three Months EndedSix Months Ended
 June 30,June 30,
Pension benefits – Non-U.S. plans2024202320242023
Service cost$3 $1 $4 $4 
Interest cost4 4 9 9 
Expected return on plan assets(5)(6)(11)(11)
Recognized net loss1 1 3 2 
Special termination benefits2 6 26 
Net periodic cost$5 $6 $7 $10 

Three Months EndedSix Months Ended
 June 30,June 30,
Other postretirement benefits2024202320242023
Interest cost$1 $1 $3 $3 
Net periodic cost$1 $1 $3 $3 

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

In July 2024, the Plan Administrator of the Company's Canadian defined benefit pension plan (the "Plan") entered into a transaction to insure a portion of its Canadian pension liabilities through the purchase of a bulk annuity insurance contract for the benefit of the Plan participants. Subsequent to the purchase of the bulk annuity contract, each of the Plan participants will be issued an individual annuity contract. The issuer of the individual annuity insurance contracts will be solely responsible for paying each participant's benefits in full. An irrevocable transfer of approximately $125 of the Plan's obligations occurred in July 2024. The Plan remains in an overfunded position after the transaction and the Company expects to record a settlement charge of approximately $60 in the third quarter of 2024.

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

Three Months EndedSix Months Ended
June 30,June 30,
Details about accumulated other comprehensive income components2024