Introduction
The following discussion presents management's analysis of the results of
operations for the three and nine months ended September 30, 2022 compared to
2021 and changes in financial condition and liquidity from December 31, 2021.
This discussion should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 2021, along with the consolidated financial
statements and related notes included in and referred to within this report.
Business Strategy and Trends
The Company's strategy is to deploy capital into its global beverage can
operations to expand production capacity to support growing customer demand in
alcoholic and non-alcoholic drink categories. Beverage cans are the world's most
sustainable and recycled beverage packaging and continue to gain market share in
new beverage product launches. The Company continues to drive brand
differentiation by increasing its ability to offer multiple product sizes.
For several years, global industry demand for beverage cans has been growing. In
North America, beverage can growth has accelerated in recent years mainly due to
the outsized portion of new beverage products being introduced in cans versus
other packaging formats. In addition, markets such as Brazil, Europe, Mexico and
Southeast Asia have also experienced higher volumes and market expansion.
The Company's capital allocation strategy also focuses on maintaining a strong
balance sheet with a 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 fluctuations and inflationary pressures, including
increasing costs for raw materials, energy and transportation. 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 Results of
Operations.
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 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
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Crown Holdings, Inc.
Item 2. Management's Discussion and Analysis (Continued)
referred to in the discussion below for Transit Packaging are primarily related
to the euro and various other currencies. 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 Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Net sales $ 3,259 $ 2,920 $ 9,931 $ 8,340
Three months ended September 30, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher material costs
and 6% higher sales unit volumes in the Company's global beverage can businesses
driven by volumes in Brazil, Mexico and Vietnam, partially offset by $127 from
the impact of unfavorable foreign currency translation.
Nine months ended September 30, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher material costs
and 4% higher sales unit volumes in the Company's global beverage can
businesses, partially offset by $280 from the impact of unfavorable foreign
currency translation.
Americas Beverage
The Americas Beverage segment manufactures aluminum beverage cans and ends,
steel crowns, glass bottles and aluminum closures and supplies a variety of
customers from its operations in the U.S., Brazil, Canada, Colombia and Mexico.
The U.S. and Canadian beverage can markets have experienced recent growth due to
the introduction of new beverage products in cans versus other packaging
formats. To meet volume requirements in these markets, the Company began
commercial production at a new two-line plant in Bowling Green, Kentucky in the
second quarter of 2021 and on a third line at its Olympia, Washington plant in
the third quarter of 2021. The Company also announced construction of a new
two-line plant in Martinsville, Virginia which is expected to commence
operations in November 2022 and a new two-line plant in Mesquite, Nevada which
is expected to commence operations in 2023.
In December 2021, the Bowling Green plant sustained tornado damage, resulting in
curtailment of operations at the plant. The Company resumed operations in March
2022. However, it will continue to incur incremental costs, including freight
and warehousing expenses, to meet customer demand as the plant returns to full
operational capacity and during a temporary shut-down period expected to begin
in late 2022 to complete final repairs to the plant. The Company has property
and business interruption insurance policies for weather related events that
include these incremental expenses. The Company recognizes insurance recoveries
for incremental costs incurred as the recoveries become probable. The plant is
expected to be fully operational by the end of 2022.
In Brazil and Mexico, the Company's sales unit volumes have increased in recent
years primarily due to market growth driven by increased per capita incomes and
consumption, combined with an increased preference for cans over other forms of
beverage packaging. To meet volume requirements in these markets, the Company
began commercial production on second lines at its Rio Verde, Brazil facility in
2021 and its Monterrey, Mexico facility in April 2022. Additionally, the Company
began commercial production on the first of two lines at a new facility in
Uberaba, Brazil in May 2022 and the second line began commercial production in
October 2022.
Net sales and segment income in the Americas Beverage segment were as follows:
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Crown Holdings, Inc.
Item 2. Management's Discussion and Analysis (Continued)
Three Months Ended Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Net sales $ 1,312 $ 1,151 $ 3,916 $ 3,240
Segment income 185 190 565 575
Three months ended September 30, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher aluminum costs,
8% higher sales unit volumes in both Mexico and Brazil, partially offset by 6%
lower sales unit volumes in North America.
Segment income decreased primarily due lower sales unit volumes in North America
and $2 of increased depreciation associated with recent capacity additions,
partially offset by contractual pass-through mechanisms put in place to recover
inflation and higher sales unit volumes in Mexico and Brazil.
Nine months ended September 30, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher aluminum costs
and 5% higher sales unit volumes in Mexico, partially offset by lower sales unit
volumes in Brazil and North America.
Segment income decreased primarily due to lower sales unit volumes in Brazil and
North America and $13 of increased depreciation associated with recent capacity
additions, partially offset by contractual pass-through mechanisms put in place
to recover inflation and higher sales unit volumes in Mexico.
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. The Company has begun construction of a new plant in
Peterborough, U.K. and new can lines in the Agoncillo, Spain and Parma, Italy
plants which are expected to commence operations in 2023.
Net sales and segment income in the European Beverage segment were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Net sales $ 552 $ 513 $ 1,661 $ 1,381
Segment income 20 76 129 216
Three and nine months ended September 30, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher aluminum costs
and 3% and 5% higher sales unit volumes partially offset by $65 and $136 from
the impact of unfavorable foreign currency translation for the three and nine
months ended September 30, 2022.
Segment income decreased primarily due to energy costs in excess of contractual
pass-through provisions, a mismatch in contractual aluminum pass-through
provisions whereby higher cost inventory was sold at lower prices and $2 and $8
from the impact of unfavorable foreign currency translation for the three and
nine months ended September 30, 2022 partially offset by higher sales unit
volumes. The aluminum pass-through provisions are impacted by higher than normal
inventory levels due to supply chain concerns and lower than expected volumes,
and price volatility in the aluminum market.
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Crown Holdings, Inc.
Item 2. Management's Discussion and Analysis (Continued)
Asia Pacific
The Company's Asia Pacific segment consists of beverage, food and specialty
packaging can operations in Cambodia, China, Indonesia, Malaysia, Myanmar,
Singapore, Thailand and Vietnam. In recent years, the beverage can market in
Southeast Asia has been growing. In 2021, the Company began commercial
production at a new beverage can plant in Vung Tau, Vietnam and on a second line
in the Hanoi, Vietnam beverage can plant. Additionally, the Company expects to
commercialize production on a third line in its Phnom Penh, Cambodia beverage
can plant during 2022.
In June 2022, the Company's Yangon, Myanmar beverage can plant was temporarily
idled due to currency restrictions. For the nine months ended September 30,
2022, the plant had net sales of $17 and segment income of less than $1.
Property, plant and equipment as of September 30, 2022 was $57, including $26 of
land and buildings and $31 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 Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Net sales $ 375 $ 280 $ 1,220 $ 941
Segment income 35 32 143 131
Three and nine months ended September 30 ,2022 compared to 2021
Net sales increased due to the pass-through of higher raw material costs and 14%
and 26% higher sales unit volumes for the three and nine months ended September
30, 2022, primarily in Vietnam as 2021 was negatively impacted by coronavirus
lockdowns. The unfavorable impact of foreign currency translation was $12 and
$29 for the three and nine months ended September 30, 2022.
Segment income increased primarily due to higher sales unit volumes partially
offset by a mismatch in contractual aluminum pass-through provisions whereby
higher cost inventory was sold at lower prices. The aluminum pass-through
provisions are impacted by higher than normal inventory levels due to supply
chain concerns and lower than expected volumes, and price volatility in the
aluminum market.
Transit Packaging
The Transit Packaging segment includes the Company's global industrial and
protective solutions and equipment and tools businesses. Industrial and
protective solutions includes steel strap, plastic strap and industrial film and
other related products that are used in a wide range of industries, and transit
protection products used for a wide range of industrial and consumer products.
Equipment and tools includes manual, semi-automatic and automatic equipment and
tools used in end-of-line operations to apply industrial solutions consumables.
Net sales and segment income in the Transit Packaging segment were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Net sales $ 609 $ 644 $ 1,957 $ 1,838
Segment income 75 83 210 235
Three months ended September 30, 2022 compared to 2021
Net sales decreased primarily due to $44 from the impact of unfavorable foreign
currency translation and lower sales unit volumes, partially offset by the pass
through of higher raw material costs.
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Crown Holdings, Inc.
Item 2. Management's Discussion and Analysis (Continued)
Segment income decreased primarily due to lower sales unit volumes and $6 from
the impact of unfavorable foreign currency translation, partially offset by
inflationary price increases in the protective packaging business and costs
savings from headcount reductions across the business.
Nine months ended September 30, 2022 compared to 2021
Net sales increased primarily due to the pass through of higher raw material
costs, partially offset by $104 from the impact of unfavorable foreign currency
translation and lower sales unit volumes.
Segment income decreased primarily due to lower sales unit volumes, the
unfavorable impact of higher cost inventory from the prior year in the steel
strap business and $14 from the impact of unfavorable foreign currency
translation, partially offset by inflationary price increases in the protective
packaging business and costs savings from headcount reductions across the
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. In 2021, the Company commenced operations at a new food can plant in
Dubuque, Iowa and on a new food can line in its Hanover, Pennsylvania plant.
Additionally, the Company will add a third two-piece food can line to its
Owatonna, Minnesota plant before the end of 2022.
Net sales and segment income in Other were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Net sales $ 411 $ 332 $ 1,177 $ 940
Segment income 50 39 206 111
Three months ended September 30, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher tinplate costs
in the Company's North America food can, aerosol can and closures businesses in
North America, partially offset by 20% lower aerosol sales unit volumes and $6
from the impact of unfavorable foreign currency translation.
Segment income increased primarily due to increased profitability in the
Company's North America food can, aerosol can and closures businesses due to
higher self-made two-piece food can sales unit volumes, inflationary price
increases and the benefit of lower cost inventory from prior year-end, partially
offset by lower aerosol sales unit volumes.
Nine months ended September 30, 2022 compared to 2021
Net sales increased primarily due to the pass-through of higher tinplate costs
in the Company's North America food can, aerosol can and closures businesses in
North America, partially offset by 15% lower aerosol sales unit volumes and $12
from the impact of unfavorable foreign currency translation.
Segment income increased primarily due to increased profitability in the
Company's North America food can, aerosol can and closures businesses due to
higher self-made two-piece food can sales unit volumes, inflationary price
increases and the benefit of lower cost inventory from prior year-end partially
offset by $4 from the impact of unfavorable foreign currency translation. The
benefit arising from lower cost inventory from prior year-end was $35 for the
nine months ended September 30, 2022.
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Crown Holdings, Inc.
Item 2. Management's Discussion and Analysis (Continued)
Corporate and unallocated
Three Months Ended Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Corporate and unallocated expense $ (29) $ (41) $ (102) $ (125)
Corporate and unallocated expenses decreased for the three and nine months ended
September 30, 2022 due to higher incentive compensation costs in 2021.
For the nine months ended September 30, 2021, corporate and unallocated expenses
included certain corporate costs, including research and development, that were
not directly attributable to the Company's European Tinplate business which was
sold in August 2021 and as such, could not be allocated to discontinued
operations. Subsequent to the sale, the Company's corporate cost structure
reflects its ongoing operations.
Restructuring and other, net
For the nine months ended September 30, 2022 the benefit from restructuring and
other was primarily due to the $113 gain from the sale of the Transit Packaging
segment's Kiwiplan business, partially offset by $29 of charges related to an
overhead cost reduction program initiated by the Transit Packaging segment in
the second quarter of 2022. The Company expects to reduce headcount by
approximately 600 employees and this action to result in annual savings of
approximately $60. However, there can be no assurance that any such pre-tax
savings will be realized.
Loss on debt extinguishment
For the three and nine months ended September 30, 2022 the $11 loss on debt
extinguishment included premium payments and the write-off of deferred financing
fees related to the refinancing of the Company's revolving credit and term loan
facilities and the redemption of the Company's €335 2.25% senior notes due 2023
and its €550 0.75% senior notes due 2023. See N ote L for more
information on the Company's refinancing actions.
Interest expense
For the three months ended September 30, 2022 compared to 2021, interest expense
increased from $66 to $76 due to higher interest rates. For the nine months
ended September 30, 2022 compared to 2021, interest expense decreased from $203
to $194 due to lower outstanding debt balances partially offset by higher
interest rates.
Provision for income taxes
The effective rate for the nine months ended September 30, 2022, decreased as
compared to 2021, primarily due to prior year income tax charges of $42 for
reorganizations and other transactions required to prepare the European Tinplate
business for sale and an income tax charge of $40 to establish a valuation
allowance for deferred tax assets related to tax loss carryforwards in France.
See Note C for more information related to the sale of the European Tinplate
business.
Equity in net earnings of affiliates
For the three and nine months ended September 30, 2022 compared to 2021, equity
in net earnings of affiliates increased from $5 to $10 and $10 to $39 due to the
20% ownership interest received after the sale of Company's European Tinplate
business in August 2021.
Net income attributable to noncontrolling interest
For the nine months ended September 30, 2022 compared to 2021, net income from
noncontrolling interests decreased from $107 to $95 primarily due to lower
earnings in the Company's beverage can operations in Brazil. The nine months
ended September 30, 2021 included a benefit of $30 related to a favorable court
ruling in a lawsuit brought by
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Crown Holdings, Inc.
Item 2. Management's Discussion and Analysis (Continued)
certain of the Company's Brazilian subsidiaries asserting they were overcharged
by the local tax authorities for indirect taxes paid in prior years.
Liquidity and Capital Resources
Cash from Operations
Cash provided by operating activities decreased from $245 for the nine months
ended September 30, 2021 to $134 for the nine months ended September 30, 2022.
The decrease in cash provided by operating activities was primarily due to
increases in working capital, partially offset by higher earnings and $69
received for partial reimbursement of the contribution made in 2021 to fully
settle the U.K. pension plan obligation, which is included in Pension
contributions in the Consolidated Statements of Cash Flows. See Note L for
more information regarding the settlement of the U.K. pension plan obligations.
Days sales outstanding for trade receivables, excluding the impact of unbilled
receivables, decreased from 37 days as of December 31, 2021 to 36 days as of
September 30, 2022.
Inventory turnover increased from 59 days at December 31, 2021 to 64 days at
September 30, 2022. Inventory has increased from $1,735 at December 31, 2021 to
$2,184 due to inventory builds in certain segments.
Days outstanding for trade payables decreased from 112 days at December 31, 2021
to 93 days at September 30, 2022 as prior year included the payables impact of
inventory built in anticipation of market growth.
Investing Activities
Cash flow from investing activities decreased from an inflow of $1,791 for the
nine months ended September 30, 2021 to an outflow of $412 for the nine months
ended September 30, 2022 primarily due to the proceeds received from the sale of
the European Tinplate business in 2021 and higher capital expenditures in 2022.
The Company currently expects capital expenditures in 2022 to be approximately
$850.
Financing Activities
Financing activities used cash of $913 for the nine months ended September 30,
2021 and provided cash of $232 for the nine months ended September 30, 2022.
The Company had higher net borrowings in 2022 primarily related to the
refinancing of the Company's revolving credit and term loan facilities and the
redemption of the Company's €335 2.25% senior notes due 2023 and its €550 0.75%
senior notes due 2023. See Note L for more information.
Liquidity
As of September 30, 2022, $307 of the Company's $368 of cash and cash
equivalents was located outside the U.S.. The Company funds its cash needs in
the U.S. through cash flows from operations in the U.S., distributions from
certain foreign subsidiaries, borrowings under its revolving credit facility and
the acceleration of cash receipts under its receivable securitization
facilities. Of the cash and cash equivalents located outside the U.S., $249 was
held by subsidiaries for which earnings are considered indefinitely reinvested.
As of September 30, 2022, the Company had $1,159 of borrowing capacity available
under its revolving credit facility, equal to the total facility of $1,650 less
outstanding standby letters of credit of $70 and $421 of credit facility
borrowings. The Company could have borrowed this amount at September 30, 2022
and still have been in compliance with its leverage ratio covenants. The
Company's net total leverage ratio, as defined by the credit agreement, of 3.2
to 1.0 at September 30, 2022 was in compliance with the covenant requiring a
ratio of no greater than 5.0 to 1.0. The maximum net total leverage ratio under
the agreement reduces to 4.5 to 1.0 at December 31, 2023.
In March 2022, the Company amended its securitization facility to increase the
program limit from $500 to $700. This securitization facility expires in July
2023.
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Crown Holdings, Inc.
Item 2. Management's Discussion and Analysis (Continued)
Capital Resources
As of September 30, 2022, the Company had approximately $270 of capital
commitments primarily related to its global beverage can businesses. 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, 2021, 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
Nine Months Ended
September 30, 2022
Net sales $ -
Gross Profit -
Income from operations (3)
Net income from continuing operations1 (45)
Net income attributable to Crown Holdings1 (45)
(1) Includes $30 of expense related to intercompany interest with non-guarantor
subsidiaries
September 30, 2022 December 31, 2021
Current assets $ 16 $ 7
Non-current assets 21 27
Current liabilities 57 72
Non-current liabilities1 6,078 5,286
(1) Includes payables of $5,231 and $4,560 due to non-guarantor subsidiaries as
of September 30, 2022 and December 31, 2021
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Crown Holdings, Inc.
Item 2. Management's Discussion and Analysis (Continued)
Crown Americas Obligor Group
Nine Months Ended
September 30, 2022
Net sales1 $ 4,060
Gross profit2 665
Income from operations2 338
Net income attributable to continuing operations3 285
Net income attributable to Crown Holdings3 285
(1) Includes $404 of sales to non-guarantor subsidiaries
(2) Includes $40 of gross profit related to sales to non-guarantor subsidiaries
(3) Includes $23 of income related to intercompany interest and technology
royalties with non-guarantor subsidiaries
September 30, 2022 December 31, 2021
Current assets1 $ 1,186 $ 1,078
Non-current assets2 3,825 3,495
Current liabilities3 1,339 1,330
Non-current liabilities4 6,183 4,761
(1) Includes receivables of $54 and $48 due from non-guarantor subsidiaries as
of September 30, 2022 and December 31, 2021
(2) Includes receivables of $283 and $180 due from non-guarantor subsidiaries as
of September 30, 2022 and December 31, 2021
(3) Includes payables of $34 and $35 due to non-guarantor subsidiaries as of
September 30, 2022 and December 31, 2021
(4) Includes payables of $1281 and $1,397 due to non-guarantor subsidiaries as
of September 30, 2022 and December 31, 2021
Commitments and Contingent Liabilities
Information regarding the Company's commitments and contingent liabilities
appears in Part I within Item 1 of this report under Note J entitled
"Commitments and Contingent Liabilities," to the consolidated financial
statements, and in Part II within Item 1A of this report which information is
incorporated herein by reference.
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, 2021
describe the significant accounting estimates and policies used in the
preparation of the consolidated financial statements. Updates to the Company's
accounting policies related to new accounting pronouncements, as applicable, are
included in 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 I and commitments and
contingencies in Note J to the consolidated financial statements included in
this Quarterly Report on Form 10-Q, and also in Part I, Item 1, "Business" and
Item 3, "Legal Proceedings" and in Part II, Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations," within the Company's
Annual Report on Form 10-K for the year ended December 31, 2021, 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
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Crown Holdings, Inc.
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, 2021 within Part II, Item 7: "Management's Discussion and Analysis
of Financial Condition and Results of Operations" under the caption "Forward
Looking Statements" and is incorporated herein by reference. Some of the factors
are also discussed elsewhere in this Form 10-Q (including under Item 1A of Part
II below) and in prior Company filings with the SEC. In addition, other factors
have been or may be discussed from time to time in the Company's SEC filings.
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