Introduction

The following discussion presents management's analysis of the results of operations for the three months ended March 31, 2021 compared to 2020 and changes in financial condition and liquidity from December 31, 2020. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, along with the consolidated financial statements and related notes included in and referred to within this report.

Business Strategy and Trends

The Company's strategy is to grow its businesses in targeted growth markets, while improving operations and results in more mature markets through disciplined pricing, cost control and careful capital allocation.

The Company's global beverage can business continues to be a major strategic focus for organic growth. Beverage cans are the world's most sustainable and recycled beverage packaging and continue to gain market share in new beverage product launches. The Company continues to drive brand differentiation by increasing its ability to offer multiple product sizes.

For several years, global industry demand for beverage cans has been growing. In North America, beverage can growth has accelerated in recent years mainly due to the outsized portion of new beverage products being introduced in cans versus other packaging formats. In addition, markets such as Brazil, Europe, Mexico and Southeast Asia have also experienced higher volumes and market expansion, although volumes in certain of those markets were negatively affected by the impact of the coronavirus pandemic in 2020. The Company continues to invest in capacity expansion to meet the accelerating demand.

The Company's primary capital allocation focus has been to reduce leverage, as was successfully accomplished following previous acquisitions, and to begin to return capital to its shareholders. In April 2021, the Company announced an agreement to sell its European Tinplate business (the "Business"). The Business comprises the Company's European Food segment and its European Aerosol and Promotional Packaging reporting unit which is reported in the Company's other segments. The Company will receive pre-tax proceeds of approximately €1.9 billion ($2.2 billion at March 31, 2021) from the transaction and retain a 20% ownership stake in the business. The Company expects to use the net proceeds, after closing working capital adjustments, taxes and other transaction related costs, to further reduce debt, fund capital projects and repurchase shares over time under the $1.5 billion share repurchase program approved by its Board in February 2021.

Beginning with the quarterly period ended June 30, 2021, the results of operations will be reported as discontinued operations in the Consolidated Statement of Operations. In connection with the sale, it is possible that the Company records additional charges that could be material.

In response to the ongoing coronavirus pandemic, the Company continues to take actions to ensure the safety of its employees. The Company has increased safety measures in its manufacturing facilities to protect the safety of its employees and the products they produce. In addition, as many employees as possible are working remotely.

The Company's products are a vital part of the support system to its customers and consumers. In addition to manufacturing containers that provide protection for food and beverages, the Company also produces closures for baby food, aerosol containers for cleaning and sanitizing products and numerous other products that provide for the safe and secure transportation of goods in transit.

The Company is working to keep its manufacturing facilities around the world operational and equipped with the resources required to meet continually evolving customer demand by delivering high quality products in a safe and timely manner. The Company is actively monitoring and managing supply chain challenges, including coordinating with its suppliers to identify and mitigate potential areas of risk and manage inventories.




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Crown Holdings, Inc.

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

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



                             Results of Operations

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

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

Net Sales and Segment Income


                      Three Months Ended
                          March 31,
                                     2021         2020
Net sales                          $ 3,078      $ 2,757

Three months ended March 31, 2021 compared to 2020

Net sales increased primarily due to higher sales unit volumes across each of the Company's businesses and $92 from the impact of 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 on a new beverage can line at its Toronto, Ontario plant in January 2020 and on the third line at its Nichols, NY facility in June 2020. Additionally, the Company has announced a new beverage can facility in Bowling Green, Kentucky, with the first line expected to begin production in the second quarter of 2021 and a second line scheduled for a late third quarter 2021 start-up. To meet the expanding requirements of specialty cans in the Pacific Northwest, the Company will construct a third line in its Olympia, Washington plant which is scheduled to begin production during the third quarter of 2021. The Company also announced construction of a new facility in Henry County, Virginia which is expected to commence operations during the second quarter 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. The Company will construct a second line at its Rio Verde, Brazil facility that is expected to commence operations during the fourth quarter of 2021. The Company has also begun construction of a two-line facility in Minas Gerais, Brazil, with the first line expected to begin production during the second quarter of 2022 and the second line scheduled to start up during the fourth quarter of 2022.









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



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

                           Three Months Ended
                               March 31,
                                           2021       2020
Net sales                                 $ 993      $ 871
Segment income                              188        134


Three months ended March 31, 2021 compared to 2020

Net sales increased primarily due to 9% higher sales unit volumes and the pass-through of higher aluminum costs.

Segment income increased primarily due to higher sales unit volumes and improved pricing.

European Beverage

The Company's European Beverage segment manufactures steel and aluminum beverage cans and ends and supplies a variety of customers from its operations throughout Europe, the Middle East and North Africa. In recent years, the Western European beverage can markets have been growing. In the second quarter of 2020, two beverage can lines in the Seville, Spain plant began commercial production of aluminum cans.

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



                           Three Months Ended
                               March 31,
                                           2021       2020
Net sales                                 $ 389      $ 346
Segment income                               62         39


Three months ended March 31, 2021 compared to 2020

Net sales increased due to $21 from the impact of foreign currency translation, 6% higher sales unit volumes and the pass-through of higher aluminum costs.

Segment income increased primarily due to higher sales unit volumes and improved cost performance.

European Food

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

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



                           Three Months Ended
                               March 31,
                                           2021       2020
Net sales                                 $ 460      $ 402
Segment income                               63         33


Three months ended March 31, 2021 compared to 2020

Net sales increased primarily due to $36 from the impact of foreign currency translation and 6% higher sales unit volumes.


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Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued) Segment income increased as the three months ended March 31, 2020 included charges of $18 from the carryover of higher tinplate costs from the prior year that did not recur in 2021. Additionally, segment income increased due to higher sales unit volumes and $5 from the impact of foreign currency translation. Asia Pacific The Company's Asia Pacific segment consists of beverage can operations in Cambodia, China, Indonesia, Malaysia, Myanmar, Singapore, Thailand and Vietnam and non-beverage can operations, primarily food cans and specialty packaging. In recent years, the beverage can market in Southeast Asia has been growing. In 2020, however, industry volumes decreased due to the impact of the coronavirus pandemic. The Company began commercial production at a one-line beverage can plant in Nong Khae, Thailand in July 2020. Additionally, the Company has begun construction of a one-line beverage can plant in Vung Tao, Vietnam, that is expected to begin commercial production in September 2021.



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

                           Three Months Ended
                               March 31,
                                           2021       2020
Net sales                                 $ 331      $ 301
Segment income                               52         45


Three months ended March 31, 2021 compared to 2020

Net sales increased due to 8% higher sales unit volumes and $6 from the impact of foreign currency translation.

Segment income increased primarily due to higher sales unit volumes.

Transit Packaging

The Transit Packaging segment includes the Company's global consumables and equipment and tools businesses. Consumables include steel strap, plastic strap and industrial film and other related products that are used in a wide range of industries, and transit protection products that help prevent movement during transport for a wide range of industrial and consumer products. Equipment and tools includes manual, semi-automatic and automatic equipment and tools used in end-of-line operations to apply industrial solutions consumables.

Net sales and segment income in the Transit Packaging segment were as follows:



                           Three Months Ended
                               March 31,
                                           2021       2020
Net sales                                 $ 557      $ 522
Segment income                               70         66


Three months ended March 31, 2021 compared to 2020

Net sales increased primarily due to $17 from the impact of foreign currency translation, higher sales unit volumes and the pass-through of higher raw material prices.

Segment income increased primarily due to higher sales unit volumes.








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Crown Holdings, Inc.

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

Other Segments

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

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



                           Three Months Ended
                               March 31,
                                           2021       2020
Net sales                                 $ 348      $ 315
Segment income                               37         19


Three months ended March 31, 2021 compared to 2020

Net sales increased primarily due to higher sales in the Company's beverage can equipment operations, the pass-through of higher tinplate costs and $8 from the impact of foreign currency translation.

Segment income increased due to higher sales in the Company's beverage can equipment operations and lower tinplate carryover costs as compared to the three months ended March 31, 2020.

Corporate and Unallocated Expense



                                              Three Months Ended
                                                  March 31,
                                                              2021       2020
Corporate and unallocated expense                            $ (39)     $ (38)

Corporate and unallocated expenses were comparable for the three months ended March 31, 2021 compared to 2020.

Interest Expense

For the three months ended March 31, 2021 compared to 2020, interest expense decreased from $80 to $71 due to lower interest rates and outstanding debt balances.

Net Income Attributable to Noncontrolling Interests

For the three months ended March 31, 2021 compared to 2020, net income attributable to noncontrolling interests increased from $26 to $34 due to higher earnings in the Company's beverage can operations in Brazil.



                        Liquidity and Capital Resources

Cash from Operations

Cash used for operating activities decreased from $607 for the three months ended March 31, 2020 to $385 for the three months ended March 31, 2021. The decrease in cash used for operating activities was primarily due to higher earnings and changes in working capital.

Days sales outstanding for trade receivables, excluding the impact of unbilled receivables, was 36 days as of March 31, 2020 compared to 37 days as of March 31, 2021.

Inventory turnover was 65 days at March 31, 2020 compared to 63 days at March 31, 2021. Inventory turnover at March 31, 2021 was comparable to 64 days at December 31, 2020.




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Crown Holdings, Inc.

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

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

Days outstanding for trade payables was 85 days at March 31, 2020 compared to 88 days at March 31, 2021. Investing Activities

Cash used for investing activities increased from $96 for the three months ended March 31, 2020 to $120 for the three months ended March 31, 2021 primarily due to increased capital expenditures related to capacity expansion projects in the Americas Beverage segment.

The Company currently expects capital expenditures in 2021 to be approximately $900.

Financing Activities

Financing activities provided cash of $882 for the three months ended March 31, 2020 and used cash of $55 for the three months ended March 31, 2021. The Company had higher net borrowings and repurchased $57 of capital stock in 2020. During the three months ended March 31, 2021, the Company paid dividends to stockholders of $27.

Liquidity

As of March 31, 2021, $525 of the Company's $588 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., $447 was held by subsidiaries for which earnings are considered indefinitely reinvested. While based on current operating plans the Company does not foresee a need to repatriate these funds, if such earnings were repatriated the Company would be required to record any incremental taxes on the repatriated funds.

As of March 31, 2021, the Company had $1,561 of borrowing capacity available under its revolving credit facility, equal to the total facility of $1,650 less borrowings of $26 and outstanding standby letters of credit of $63. The Company could have borrowed this amount at March 31, 2021 and still have been in compliance with its leverage ratio covenants. The Company's net total leverage ratio, as defined by the credit agreement, of 3.71 to 1.0 at March 31, 2021 was in compliance with the covenant requiring a ratio of no greater than 5.0 to 1.0. The required net total leverage ratio under the agreement reduces to 4.5 to 1.0 at December 31, 2022.

Capital Resources

As of March 31, 2021, the Company had approximately $215 of capital commitments primarily related to its Americas Beverage segment. The Company expects to fund these commitments primarily through cash flows from operations and proceeds from the sale of its European Tinplate business.

Contractual Obligations

During the three months ended March 31, 2021 there were no material changes to the Company's contractual obligations provided within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's Annual Report on Form 10-K for the year ended December 31, 2020, which information is incorporated herein by reference.







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Crown Holdings, Inc.

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

Supplemental Guarantor Financial Information

As disclosed in Note L , the Company and certain of its 100% directly or indirectly owned subsidiaries provide guarantees of senior notes and debentures issued by other 100% directly or indirectly owned subsidiaries. These senior notes and debentures are fully and unconditionally guaranteed by the Company and substantially all of its subsidiaries in the United States, except in the case of the Company's outstanding senior notes issued by Crown Cork & Seal Company, Inc., which are fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent). No other subsidiary guarantees the debt and the guarantees are made on a joint and several basis.

The following tables present summarized financial information related to the senior notes issued by the Company's subsidiary debt issuers and guarantors on a combined basis for each issuer and its guarantors (together, an "obligor group") after elimination of (i) intercompany transactions and balances among the Parent and the guarantors and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor. Crown Cork Obligor group consists of Crown Cork & Seal Company, Inc. and the Parent. Crown Americas Obligor group consists of Crown Americas LLC, Crown Americas Capital Corp. IV, Crown Americas Capital Corp. V, Crown Americas Capital Corp. VI, the Parent, and substantially all of the Company's subsidiaries in the United States.

Crown Cork Obligor Group
                                                        Three Months Ended
                                                          March 31, 2021
Net sales                                                                 $        -
Gross Profit                                                                       -
Income from operations                                                            (3)
Net income1                                                                      (18)
Net income attributable to Crown Holdings1                                       (18)


(1) Includes $9 of expense related to intercompany interest with non-guarantor
subsidiaries

                                March 31, 2021               December 31, 2020
Current assets             $                    14      $                       12
Non-current assets                             104                             118
Current liabilities                             53                              63
Non-current liabilities1                     4,345                           4,305

(1) Includes payables of $3,663 and $3,623 due to non-guarantor subsidiaries as of March 31, 2021 and December 31, 2020

Crown Americas Obligor Group

                                                        Three Months Ended
                                                          March 31, 2021
Net sales1                                                                $       1,017
Gross profit2                                                                       172
Income from operations2                                                              64
Net income3                                                                           8
Net income attributable to Crown Holdings3                                            8


(1) Includes $110 of sales to non-guarantor subsidiaries (2) Includes $11 of gross profit related to sales to non-guarantor subsidiaries (3) Includes $17 of income related to intercompany interest and technology royalties with non-guarantor subsidiaries









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Crown Holdings, Inc.

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



                                 March 31, 2021                December 31, 2020
Current assets1            $                    921      $                       917
Non-current assets2                           3,307                            3,248
Current liabilities3                          1,028                            1,081
Non-current liabilities4                      4,561                            4,491


(1) Includes receivables of $42 and $45 due from non-guarantor subsidiaries as
of March 31, 2021 and December 31, 2020
(2) Includes receivables of $157 and $142 due from non-guarantor subsidiaries as
of March 31, 2021 and December 31, 2020
(3) Includes payables of $46 and $54 due to non-guarantor subsidiaries as of
March 31, 2021 and December 31, 2020
(4) Includes payables of $130 and $31 due to non-guarantor subsidiaries as of
March 31, 2021 and December 31, 2020

Commitments and Contingent Liabilities

Information regarding the Company's commitments and contingent liabilities appears in Part I within Item 1 of this report under Note J , entitled "Commitments and Contingent Liabilities," to the consolidated financial statements, and in Part II within Item 1A of this report which information is incorporated herein by reference.

Critical Accounting Policies

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. which require that management make numerous estimates and assumptions.

Actual results could differ from these estimates and assumptions, impacting the reported results of operations and financial condition of the Company. Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note A to the consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 describe the significant accounting estimates and policies used in the preparation of the consolidated financial statements. Updates to the Company's accounting policies related to new accounting pronouncements are included in

Note B to the consolidated financial statements included in this Quarterly Report on Form 10-Q.

Forward Looking Statements

Statements included herein, including, but not limited to, those in "Management's Discussion and Analysis of Financial Condition and Results of Operations" (such as statements regarding the Company's expectation and ability to pay quarterly dividends in the future or statements regarding the Company's initiation of a share repurchase program) and in the discussions of asbestos in

Note I and commitments and contingencies in Note J to the consolidated financial statements included in this Quarterly Report on Form 10-Q, and also in Part I, Item 1, "Business" and Item 3, "Legal Proceedings" and in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," within the Company's Annual Report on Form 10-K for the year ended December 31, 2020, which are not historical facts (including any statements concerning the direct or indirect impact of coronavirus, plans, the sale of the Company's European tinplate business (including whether the sale will ultimately be consummated within the expected timeframe or at all and whether the sale will ultimately prove to be beneficial to the Company) and objectives of management for capacity additions, share repurchases, dividends, future operations or economic performance, or assumptions related thereto), are "forward-looking statements" within the meaning of the federal securities laws. In addition, the Company and its representatives may, from time to time, make oral or written statements which are also "forward-looking statements."

These forward-looking statements are made based upon management's expectations and beliefs concerning future events impacting the Company and, therefore, involve a number of risks and uncertainties. Management cautions that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

While the Company periodically reassesses material trends and uncertainties affecting the Company's results of operations and financial condition in connection with the preparation of "Management's Discussion and Analysis of Financial Condition and Results of Operations" and certain other sections contained in the Company's quarterly, annual or other reports filed with the Securities and Exchange Commission ("SEC"), the Company does not intend to review or revise any particular forward-looking statement in light of future events.


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

A discussion of important factors that could cause the actual results of operations or financial condition of the Company to differ from expectations has been set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 within Part II, Item 7: "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the caption "Forward Looking Statements" and is incorporated herein by reference. Some of the factors are also discussed elsewhere in this Form 10-Q (including under Item 1A of Part II below) and in prior Company filings with the SEC. In addition, other factors have been or may be discussed from time to time in the Company's SEC filings.

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