Crown Holdings(CCK) - 2021 Q2 - Quarterly Report

FORM 10-Q General Information This section provides general filing information for the Form 10-Q, including company details and securities registered Filing Details This document is a Quarterly Report on Form 10-Q for Crown Holdings, Inc. for the period ended June 30, 2021, as a large accelerated filer and not a shell company - Crown Holdings, Inc. is filing a Quarterly Report on Form 10-Q for the period ended June 30, 2021[1][2] - The registrant is a Large Accelerated Filer[3] Securities Registered Pursuant to Section 12(b) of the Act | Title of each class | Trading Symbols | Name of each exchange on which registered | | :--------------------------- | :-------------- | :---------------------------------------- | | Common Stock $5.00 Par Value | CCK | New York Stock Exchange | | 7 3/8% Debentures Due 2026 | CCK26 | New York Stock Exchange | | 7 1/2% Debentures Due 2096 | CCK96 | New York Stock Exchange | - As of July 22, 2021, there were 131,367,768 shares of Common Stock outstanding[3] PART I – FINANCIAL INFORMATION This part presents the unaudited interim consolidated financial statements and their accompanying notes for the reporting period Consolidated Financial Statements This section presents the unaudited interim consolidated financial statements of Crown Holdings, Inc., including the Statements of Operations, Comprehensive Income, Balance Sheets, Cash Flows, and Changes in Shareholders' Equity for the periods ended June 30, 2021 and 2020, and as of December 31, 2020 Consolidated Statements of Operations This section provides key financial highlights from the consolidated statements of operations for the three and six months ended June 30 Key Financial Highlights (Three Months Ended June 30) | Metric | 2021 (Millions USD) | 2020 (Millions USD) | | :------------------------------------------------------------------ | :------------------ | :------------------ | | Net sales | $2,856 | $2,137 | | Income from operations | $385 | $208 | | Net income from continuing operations attributable to Crown Holdings | $131 | $76 | | Net income attributable to Crown Holdings | $128 | $126 | | Basic earnings per common share from continuing operations | $0.98 | $0.57 | | Diluted earnings per common share | $0.95 | $0.94 | Key Financial Highlights (Six Months Ended June 30) | Metric | 2021 (Millions USD) | 2020 (Millions USD) | | :------------------------------------------------------------------ | :------------------ | :------------------ | | Net sales | $5,420 | $4,443 | | Income from operations | $712 | $426 | | Net income from continuing operations attributable to Crown Holdings | $298 | $143 | | Net income attributable to Crown Holdings | $339 | $214 | | Basic earnings per common share from continuing operations | $2.23 | $1.07 | | Diluted earnings per common share | $2.52 | $1.59 | Consolidated Statements of Comprehensive Income This section presents the consolidated statements of comprehensive income, detailing net income and other comprehensive loss components Total Comprehensive Income (Three Months Ended June 30) | Metric | 2021 (Millions USD) | 2020 (Millions USD) | | :--------------------------- | :------------------ | :------------------ | | Net income | $173 | $141 | | Total other comprehensive loss | $76 | $24 | | Total comprehensive income | $249 | $165 | | Comprehensive income attributable to Crown Holdings | $203 | $147 | Total Comprehensive Income (Six Months Ended June 30) | Metric | 2021 (Millions USD) | 2020 (Millions USD) | | :--------------------------- | :------------------ | :------------------ | | Net income | $418 | $255 | | Total other comprehensive loss | $71 | $(72) | | Total comprehensive income | $489 | $183 | | Comprehensive income attributable to Crown Holdings | $409 | $144 | Consolidated Balance Sheets This section outlines the company's financial position, presenting assets, liabilities, and equity as of June 30, 2021, and December 31, 2020 Consolidated Balance Sheet Highlights (June 30, 2021 vs. December 31, 2020) | Asset/Liability Category | June 30, 2021 (Millions USD) | December 31, 2020 (Millions USD) | | :----------------------------------- | :--------------------------- | :------------------------------- | | Total current assets | $7,105 | $4,903 | | Total assets | $16,695 | $16,691 | | Total current liabilities | $4,514 | $4,283 | | Long-term debt, excluding current maturities | $7,879 | $8,023 | | Crown Holdings shareholders' equity | $2,262 | $2,198 | | Total equity | $2,724 | $2,604 | - Current assets held for sale significantly increased to $2,986 million at June 30, 2021, from $786 million at December 31, 2020, primarily due to the reclassification of the European Tinplate business[12][30] Consolidated Statements of Cash Flows This section summarizes the company's cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30 Cash Flow Summary (Six Months Ended June 30) | Cash Flow Activity | 2021 (Millions USD) | 2020 (Millions USD) | | :------------------------------------------------ | :------------------ | :------------------ | | Net cash provided by / (used for) operating activities | $169 | $(238) | | Net cash used for investing activities | $(311) | $(184) | | Net cash (used for) / provided by financing activities | $(423) | $196 | | Net change in cash, cash equivalents and restricted cash | $(574) | $(236) | | Cash, cash equivalents and restricted cash at June 30 | $664 | $427 | - Operating activities provided $169 million in cash for the six months ended June 30, 2021, a significant improvement from using $238 million in the prior year, driven by higher earnings and working capital changes[16][210] - Financing activities used $423 million in cash for the six months ended June 30, 2021, compared to providing $196 million in 2020, primarily due to higher stock repurchases ($297 million) and dividend payments ($53 million)[16][214] Consolidated Statements of Changes in Shareholders' Equity This section details changes in shareholders' equity, including net income, other comprehensive income, dividends, and stock repurchases Crown Holdings Shareholders' Equity (January 1, 2021 to June 30, 2021) | Equity Component | Balance at Jan 1, 2021 (Millions USD) | Net Income (Millions USD) | Other Comprehensive Income (Millions USD) | Dividends Paid (Millions USD) | Common Stock Repurchased (Millions USD) | Balance at Jun 30, 2021 (Millions USD) | | :----------------------------------- | :------------------------------------ | :------------------------ | :---------------------------------------- | :---------------------------- | :-------------------------------------- | :------------------------------------- | | Common Stock | $929 | — | — | — | — | $929 | | Paid-in Capital | $179 | — | — | — | $(296) | $(100) | | Accumulated Earnings | $4,538 | $339 | — | $(53) | — | $4,824 | | Accumulated Other Comprehensive Loss | $(3,193) | — | $70 | — | — | $(3,123) | | Treasury Stock | $(255) | — | — | — | $(13) | $(268) | | Total Crown Equity | $2,198 | $339 | $70 | $(53) | $(310) | $2,262 | | Noncontrolling Interests | $406 | $79 | $1 | $(24) | — | $462 | | Total Shareholders' Equity | $2,604 | $418 | $71 | $(77) | $(310) | $2,724 | - Total Crown Holdings shareholders' equity increased from $2,198 million at January 1, 2021, to $2,262 million at June 30, 2021, despite significant common stock repurchases of $298 million[18] Notes to Consolidated Financial Statements This section provides detailed notes to the unaudited interim consolidated financial statements, covering accounting policies, significant transactions like discontinued operations, and specific financial statement line items such as cash, receivables, inventories, intangible assets, debt, and equity, as well as contingent liabilities and segment performance Statement of Information Furnished (Note A) This note clarifies that the interim financial statements are prepared in accordance with Form 10-Q instructions and GAAP - The unaudited interim consolidated financial statements are prepared in accordance with Form 10-Q instructions and GAAP, with certain information condensed or omitted compared to annual GAAP disclosures[25][26] Accounting and Reporting Developments (Note B) This note discusses the adoption of new accounting guidance and its impact on the consolidated financial statements - The Company adopted new guidance to simplify income tax accounting on January 1, 2021, which did not materially impact its consolidated financial statements[27] Discontinued Operations (Note C) This note details the agreement to sell the European Tinplate business, its reclassification as held for sale, and its financial impact - On April 8, 2021, Crown Holdings entered into an agreement to sell its European Tinplate business (European Food segment and European Aerosol and Promotional Packaging reporting unit) to Kouti B.V. for approximately €1.9 billion ($2.2 billion at June 30, 2021), retaining a 20% minority interest[28][154] - The transaction is expected to close in Q3 2021, subject to antitrust approvals, with assets and liabilities of the business now classified as held for sale and operations reported as discontinued[29][30] - Upon reclassification, the Company recorded a $70 million loss, primarily due to $600 million in currency translation adjustments[30] Net (Loss) / Income from Discontinued Operations (Three & Six Months Ended June 30) | Metric | Three Months Ended June 30, 2021 (Millions USD) | Three Months Ended June 30, 2020 (Millions USD) | Six Months Ended June 30, 2021 (Millions USD) | Six Months Ended June 30, 2020 (Millions USD) | | :----------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net sales | $605 | $552 | $1,119 | $1,003 | | Loss on classification as held for sale | $70 | — | $70 | — | | Net (loss) / income from discontinued operations | $(3) | $50 | $42 | $71 | Assets and Liabilities Held for Sale (European Tinplate Business) | Category | June 30, 2021 (Millions USD) | December 31, 2020 (Millions USD) | | :------------------------ | :--------------------------- | :------------------------------- | | Total assets held for sale | $2,954 | $2,942 | | Total liabilities held for sale | $1,120 | $1,227 | Cash, Cash Equivalents, and Restricted Cash (Note D) This note provides a breakdown of cash, cash equivalents, and restricted cash balances as of June 30, 2021, and December 31, 2020 Cash, Cash Equivalents, and Restricted Cash | Category | June 30, 2021 (Millions USD) | December 31, 2020 (Millions USD) | | :------------------------------------------------------ | :--------------------------- | :------------------------------- | | Cash and cash equivalents | $566 | $1,173 | | Restricted cash included in prepaid expenses and other current assets | $96 | $64 | | Restricted cash included in other non-current assets | $2 | $1 | | Total restricted cash | $98 | $65 | | Total cash, cash equivalents and restricted cash | $664 | $1,238 | - Total cash, cash equivalents, and restricted cash decreased from $1,238 million at December 31, 2020, to $664 million at June 30, 2021[36] Receivables (Note E) This note details the composition of receivables, net, including trade, unbilled, and miscellaneous categories Receivables, Net | Category | June 30, 2021 (Millions USD) | December 31, 2020 (Millions USD) | | :------------------------ | :--------------------------- | :------------------------------- | | Accounts receivable | $1,310 | $1,084 | | Less: allowance for credit losses | $(26) | $(20) | | Net trade receivables | $1,284 | $1,064 | | Unbilled receivables | $284 | $248 | | Miscellaneous receivables | $198 | $167 | | Receivables, net | $1,766 | $1,479 | - Net receivables increased from $1,479 million at December 31, 2020, to $1,766 million at June 30, 2021[37] Inventories (Note F) This note describes the valuation methods and categories of inventories, including raw materials, work in process, and finished goods - Inventories are valued at the lower of cost or net realizable value, primarily using FIFO or average cost methods[38] Inventories by Category | Category | June 30, 2021 (Millions USD) | December 31, 2020 (Millions USD) | | :------------------- | :--------------------------- | :------------------------------- | | Raw materials and supplies | $877 | $800 | | Work in process | $108 | $89 | | Finished goods | $507 | $374 | | Total Inventories | $1,492 | $1,263 | - Total inventories increased from $1,263 million at December 31, 2020, to $1,492 million at June 30, 2021[39] Intangible Assets (Note G) This note provides a breakdown of net intangible assets, including customer relationships, trade names, and technology Intangible Assets, Net (June 30, 2021 vs. December 31, 2020) | Category | June 30, 2021 (Net, Millions USD) | December 31, 2020 (Net, Millions USD) | | :----------------------- | :-------------------------------- | :------------------------------------ | | Customer relationships | $1,000 | $1,066 | | Trade names | $480 | $500 | | Technology | $85 | $98 | | Long term supply contracts | $83 | $87 | | Patents | $3 | $3 | | Total Intangible Assets, Net | $1,651 | $1,754 | - Net intangible assets decreased from $1,754 million at December 31, 2020, to $1,651 million at June 30, 2021[42] - Amortization expense from continuing operations was $41 million for the three months and $83 million for the six months ended June 30, 2021[43] Restructuring and Other (Note H) This note details restructuring charges, other income/costs, and asset impairments for the reporting periods Restructuring and Other Items (Three & Six Months Ended June 30) | Category | Three Months Ended June 30, 2021 (Millions USD) | Three Months Ended June 30, 2020 (Millions USD) | Six Months Ended June 30, 2021 (Millions USD) | Six Months Ended June 30, 2020 (Millions USD) | | :----------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Restructuring | $6 | $3 | $14 | $6 | | Other (income) / costs | $(36) | — | $(44) | $3 | | Asset impairments and sales | $(1) | — | $(1) | — | | Total | $(31) | $3 | $(31) | $9 | - For the three and six months ended June 30, 2021, other income included $30 million in gains from favorable court rulings in Brazil related to overcharged indirect taxes[44] - Restructuring accruals stood at $9 million at June 30, 2021, primarily for headcount reductions in European and Transit Packaging divisions, expected to be paid within the next twelve months[45] Asbestos-Related Liabilities (Note I) This note discusses the company's asbestos-related litigation, accruals, and the uncertainties surrounding potential liabilities - Crown Cork & Seal Company, Inc. (a subsidiary) is a defendant in numerous asbestos lawsuits stemming from an acquired company's insulation operations prior to 1976, after which Crown Cork became self-insured[46][47] - Legislation in Pennsylvania and Texas, and other states, limits successor liability for asbestos claims to the acquired company's adjusted asset value, but the constitutionality and applicability of these statutes are subject to ongoing litigation[48][51][52][54] - As of June 30, 2021, the Company's accrual for pending and future asbestos-related claims and legal costs was $245 million, including $199 million for unasserted claims[61] - The Company is unable to estimate the reasonably possible loss in excess of its accrual due to significant uncertainties in litigation outcomes, claim specifics, and the effect of state legislation[62] Commitments and Contingent Liabilities (Note J) This note outlines the company's environmental remediation accruals, antitrust investigations, and other legal claims - The Company has recorded aggregate accruals of $10 million for its share of estimated future remediation costs at various EPA-identified sites and $6 million for remediation activities at Company-owned locations worldwide[63][64] - The German Federal Cartel Office (FCO) and later the European Commission are investigating anti-competitive agreements in the German metal packaging market, involving a German subsidiary, where the Company believes a loss is probable but cannot estimate the range[67][68] - U.S. Customs and Border Protection (CBP) assessed a mitigated penalty of $6 million for alleged intentional misclassification of imported goods (2004-2009), which the Company disputes and does not believe a loss is probable[69] - The Company is subject to various other lawsuits and claims, but management believes ultimate liabilities will not materially affect consolidated earnings, financial position, or cash flow[70] Derivative and Other Financial Instruments (Note K) This note describes the company's use of derivative instruments to manage foreign exchange, interest rate, and commodity price risks - The Company uses derivative financial instruments (swaps and forwards) to manage risks from fluctuations in currency exchange rates, interest rates, and commodity prices, not for trading or speculative purposes[80][237] - Derivatives are categorized into cash flow hedges (for anticipated transactions), fair value hedges (for recognized assets/liabilities), and net investment hedges (for foreign currency risk in foreign subsidiaries)[83][90][97] Notional Values of Outstanding Derivative Instruments (June 30, 2021 vs. December 31, 2020) | Derivative Type | June 30, 2021 (Millions USD) | December 31, 2020 (Millions USD) | | :------------------------------ | :--------------------------- | :------------------------------- | | Cash flow hedges: Foreign exchange | $850 | $1,127 | | Cash flow hedges: Commodities | $204 | $248 | | Fair value hedges: Foreign exchange | $253 | $183 | | Net investment hedges: Foreign exchange | $1,775 | $1,075 | | Not designated as hedges: Foreign exchange | $1,028 | $722 | - For the twelve months ending June 30, 2022, a net gain of $63 million ($51 million, net of tax) is expected to be reclassified to earnings for commodity and foreign exchange contracts[89] Debt (Note L) This note provides a summary of outstanding debt, including short-term, revolving credit, term loans, and senior notes Outstanding Debt (June 30, 2021 vs. December 31, 2020) | Debt Category | June 30, 2021 (Principal, Millions USD) | December 31, 2020 (Principal, Millions USD) | | :------------------------------------------ | :-------------------------------------- | :------------------------------------------ | | Short-term debt | $76 | $104 | | Revolving credit facilities | $4 | — | | Term loan facilities (U.S. dollar) | $1,016 | $1,029 | | Term loan facilities (Euro) | $368 | $387 | | Senior notes and debentures (various currencies/rates) | $6,509 | $6,615 | | Other indebtedness | $129 | $110 | | Total long-term debt | $8,016 | $8,141 | | Less current maturities | $(94) | $(67) | | Total long-term debt, less current maturities | $7,922 | $8,074 | - The estimated fair value of the Company's long-term borrowings was $8,417 million at June 30, 2021, down from $8,617 million at December 31, 2020[112] Pension and Other Postretirement Benefits (Note M) This note details the net periodic costs for pension and other postretirement benefits, highlighting changes in non-U.S. plans Net Periodic Pension and Other Postretirement Benefits Costs (Six Months Ended June 30) | Cost Component | 2021 (Millions USD) | 2020 (Millions USD) | | :------------------------- | :------------------ | :------------------ | | Pension benefits – U.S. plans | $22 | $20 | | Pension benefits – Non-U.S. plans | $3 | $48 | | Other postretirement benefits | $(10) | $(9) | - Non-U.S. pension benefits costs significantly decreased from $48 million in 2020 to $3 million in 2021, primarily due to settlement losses of $56 million in 2020[116] - The Company is negotiating to transfer a non-U.S. pension plan's obligations to an insurance company, which could result in a material settlement charge, with this plan having a funded status of $510 million and net actuarial losses of $750 million in AOCI as of December 31, 2020[117] Accumulated Other Comprehensive Income (Note N) This note presents the changes in accumulated other comprehensive income, including defined benefit plans and foreign currency translation Changes in Accumulated Other Comprehensive Income (January 1 to June 30, 2021) | Component | Balance at Jan 1, 2021 (Millions USD) | Other Comprehensive Income before Reclassifications (Millions USD) | Amounts Reclassified from AOCI (Millions USD) | Other Comprehensive Income (Millions USD) | Balance at Jun 30, 2021 (Millions USD) | | :----------------------------- | :------------------------------------ | :----------------------------------------------------------------- | :-------------------------------------------- | :---------------------------------------- | :------------------------------------- | | Defined benefit plans | $(1,464) | — | $30 | $30 | $(1,434) | | Foreign currency translation | $(1,759) | $10 | — | $10 | $(1,749) | | Gains and losses on cash flow hedges | $30 | $56 | $(26) | $30 | $60 | | Total | $(3,193) | $66 | $4 | $70 | $(3,123) | - Total accumulated other comprehensive income improved from $(3,193) million at January 1, 2021, to $(3,123) million at June 30, 2021, primarily due to positive changes in cash flow hedges and foreign currency translation[124] Revenue (Note O) This note details revenue recognition by type and the associated contract assets for the reporting periods Revenue Recognition (Three & Six Months Ended June 30) | Revenue Type | Three Months Ended June 30, 2021 (Millions USD) | Three Months Ended June 30, 2020 (Millions USD) | Six Months Ended June 30, 2021 (Millions USD) | Six Months Ended June 30, 2020 (Millions USD) | | :--------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Revenue recognized over time | $1,531 | $1,192 | $2,921 | $2,457 | | Revenue recognized at a point in time | $1,325 | $945 | $2,499 | $1,986 | | Total revenue | $2,856 | $2,137 | $5,420 | $4,443 | - Total revenue increased by 33.6% for the three months and 21.9% for the six months ended June 30, 2021, compared to the prior year[125] - Contract assets were $23 million at June 30, 2021, related to customized work-in-process inventory for the Company's equipment business[127] Income Tax (Note P) This note discusses significant income tax charges and benefits related to reorganizations and tax law changes - For the three and six months ended June 30, 2021, the Company recorded $31 million in income tax charges for reorganizations related to the European Tinplate business sale and a $40 million charge to establish a valuation allowance for deferred tax assets in France[128][206] - A $5 million income tax benefit was recorded due to a tax law change in the U.K. during the three and six months ended June 30, 2021[132][207] Earnings Per Share (Note Q) This note provides a detailed breakdown of basic and diluted earnings per common share from continuing and discontinued operations Earnings Per Common Share Attributable to Crown Holdings (Three & Six Months Ended June 30) | EPS Metric | Three Months Ended June 30, 2021 (USD/share) | Three Months Ended June 30, 2020 (USD/share) | Six Months Ended June 30, 2021 (USD/share) | Six Months Ended June 30, 2020 (USD/share) | | :--------------------------------------------- | :------------------------------------------- | :------------------------------------------- | :----------------------------------------- | :----------------------------------------- | | Basic earnings per common share from continuing operations | $0.98 | $0.57 | $2.23 | $1.07 | | Basic earnings per common share from discontinued operations | $(0.02) | $0.38 | $0.31 | $0.53 | | Basic earnings per share | $0.96 | $0.95 | $2.54 | $1.60 | | Diluted earnings per common share from continuing operations | $0.97 | $0.57 | $2.22 | $1.06 | | Diluted earnings per common share from discontinued operations | $(0.02) | $0.37 | $0.30 | $0.53 | | Diluted earnings per share | $0.95 | $0.94 | $2.52 | $1.59 | - The Company declared and paid cash dividends of $0.20 per share for the three months and $0.40 per share for the six months ended June 30, 2021, with an additional $0.20 per share dividend declared on July 22, 2021[135] Segment Information (Note R) This note presents financial information by operating segment, including external sales and segment income, and reconciliation to income before taxes - The Company evaluates performance and allocates resources based on segment income, defined as income from operations adjusted for intangibles amortization, asbestos provisions, restructuring, and fair value adjustments to acquired inventory[136] External Sales by Segment (Three & Six Months Ended June 30) | Segment | Three Months Ended June 30, 2021 (Millions USD) | Three Months Ended June 30, 2020 (Millions USD) | Six Months Ended June 30, 2021 (Millions USD) | Six Months Ended June 30, 2020 (Millions USD) | | :---------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Americas Beverage | $1,096 | $777 | $2,089 | $1,648 | | European Beverage | $479 | $330 | $868 | $676 | | Asia Pacific | $330 | $270 | $661 | $571 | | Transit Packaging | $637 | $462 | $1,194 | $984 | | Total reportable segments | $2,542 | $1,839 | $4,812 | $3,879 | | Other segments | $314 | $298 | $608 | $564 | | Total | $2,856 | $2,137 | $5,420 | $4,443 | Segment Income (Three & Six Months Ended June 30) | Segment | Three Months Ended June 30, 2021 (Millions USD) | Three Months Ended June 30, 2020 (Millions USD) | Six Months Ended June 30, 2021 (Millions USD) | Six Months Ended June 30, 2020 (Millions USD) | | :---------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Americas Beverage | $197 | $129 | $385 | $263 | | European Beverage | $78 | $37 | $140 | $76 | | Asia Pacific | $47 | $39 | $99 | $84 | | Transit Packaging | $82 | $51 | $152 | $117 | | Total reportable segments | $404 | $256 | $776 | $540 | Reconciliation of Segment Income to Income Before Taxes (Three & Six Months Ended June 30) | Item | Three Months Ended June 30, 2021 (Millions USD) | Three Months Ended June 30, 2020 (Millions USD) | Six Months Ended June 30, 2021 (Millions USD) | Six Months Ended June 30, 2020 (Millions USD) | | :----------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Segment income of reportable segments | $404 | $256 | $776 | $540 | | Segment income of other segments | $36 | $29 | $72 | $49 | | Corporate and unallocated items | $(45) | $(35) | $(84) | $(74) | | Restructuring and other | $31 | $(3) | $31 | $(9) | | Amortization of intangibles | $(41) | $(39) | $(83) | $(80) | | Other pension and postretirement | $2 | $(12) | $3 | $(43) | | Interest expense | $(68) | $(73) | $(137) | $(151) | | Interest income | $1 | $1 | $3 | $5 | | Foreign exchange | $(1) | $4 | $1 | $17 | | Income from continuing operations before taxes | $319 | $128 | $582 | $254 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's analysis of the company's financial condition, results of operations, and liquidity for the reporting period Introduction This section provides management's analysis of Crown Holdings, Inc.'s financial condition and results of operations for the three and six months ended June 30, 2021, compared to 2020, and changes in liquidity from December 31, 2020, to be read in conjunction with the Company's annual and interim financial statements - The discussion analyzes results for the three and six months ended June 30, 2021, compared to 2020, and financial condition and liquidity changes from December 31, 2020[150] Business Strategy and Trends Crown Holdings' strategy focuses on organic growth in targeted markets, operational improvements in mature markets through disciplined pricing and cost control, and careful capital allocation, with the global beverage can business being a major strategic focus and a commitment to sustainability - The Company's strategy is to grow in targeted markets, improve operations in mature markets through disciplined pricing and cost control, and allocate capital carefully[151] - Global beverage can business is a major strategic focus for organic growth, driven by increasing market share and new product launches in cans[152][153] - Capital allocation priorities include debt reduction, funding capital projects, and share repurchases, supported by proceeds from the European Tinplate business sale and a $1.5 billion share repurchase program[154] - The Company is committed to sustainability, having launched 'Twentyby30' with twenty measurable environmental, social, and governance goals by 2030[158] Results of Operations The Company's results of operations show significant growth in net sales and segment income across most segments for the three and six months ended June 30, 2021, compared to 2020, primarily driven by higher sales unit volumes, the pass-through of increased material costs, and favorable foreign currency translation impacts, though discontinued operations reported a net loss for the three-month period - Segment income is the key performance measure, defined as income from operations adjusted for intangibles amortization, asbestos provisions, restructuring, and fair value adjustments to acquired inventory[162] - Foreign currency translation impacts were primarily due to changes in the euro, pound sterling, Canadian dollar, and Mexican peso[163] Overall Net Sales Net Sales (Three & Six Months Ended June 30) | Period | 2021 (Millions USD) | 2020 (Millions USD) | | :----------------------------------- | :------------------ | :------------------ | | Three months ended June 30 | $2,856 | $2,137 | | Six months ended June 30 | $5,420 | $4,443 | - Net sales increased by $719 million (33.6%) for the three months and $977 million (22.0%) for the six months ended June 30, 2021, primarily due to higher sales unit volumes, pass-through of higher material costs, and foreign currency translation ($125 million for three months, $177 million for six months)[164][165] Americas Beverage - The segment manufactures aluminum beverage cans and ends, steel crowns, glass bottles, and aluminum closures across the U.S., Brazil, Canada, Colombia, and Mexico[166] - Significant capacity expansions are underway, including new lines in Bowling Green, KY (first line started Q2 2021, second line Q3 2021), Olympia, WA (Q4 2021), Martinsville, VA (Q2 2022), and Uberaba, Brazil (first line Q2 2022, second line Q4 2022)[166][167] Americas Beverage Net Sales and Segment Income (Three & Six Months Ended June 30) | Metric | Three Months Ended June 30, 2021 (Millions USD) | Three Months Ended June 30, 2020 (Millions USD) | Six Months Ended June 30, 2021 (Millions USD) | Six Months Ended June 30, 2020 (Millions USD) | | :--------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net sales | $1,096 | $777 | $2,089 | $1,648 | | Segment income | $197 | $129 | $385 | $263 | - Net sales increased by 41.0% (three months) and 26.8% (six months) due to 21% and 14% higher sales unit volumes respectively, pass-through of higher aluminum costs, and foreign currency translation ($47 million for three months, $51 million for six months)[172][174] - Segment income increased due to higher sales unit volumes (three months) and higher sales unit volumes and improved pricing (six months)[173][175] European Beverage - The segment manufactures steel and aluminum beverage cans and ends across Europe, the Middle East, and North Africa[176] European Beverage Net Sales and Segment Income (Three & Six Months Ended June 30) | Metric | Three Months Ended June 30, 2021 (Millions USD) | Three Months Ended June 30, 2020 (Millions USD) | Six Months Ended June 30, 2021 (Millions USD) | Six Months Ended June 30, 2020 (Millions USD) | | :--------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net sales | $479 | $330 | $868 | $676 | | Segment income | $78 | $37 | $140 | $76 | - Net sales increased by 45.2% (three months) and 28.4% (six months) due to 25% and 16% higher sales unit volumes respectively, foreign currency translation ($33 million for three months, $54 million for six months), and pass-through of higher aluminum costs[178][180] - Segment income increased due to higher sales unit volumes and foreign currency translation ($5 million for three months, $7 million for six months)[179][181] Asia Pacific - The segment includes beverage can operations in Cambodia, China, Indonesia, Malaysia, Myanmar, Singapore, Thailand, and Vietnam, and non-beverage can operations[184] - A new one-line beverage can plant in Vung Tau, Vietnam, is expected to begin commercial production in September 2021[184] Asia Pacific Net Sales and Segment Income (Three & Six Months Ended June 30) | Metric | Three Months Ended June 30, 2021 (Millions USD) | Three Months Ended June 30, 2020 (Millions USD) | Six Months Ended June 30, 2021 (Millions USD) | Six Months Ended June 30, 2020 (Millions USD) | | :--------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net sales | $330 | $270 | $661 | $571 | | Segment income | $47 | $39 | $99 | $84 | - Net sales increased by 22.2% (three months) and 15.8% (six months) due to 17% and 14% higher sales unit volumes respectively, pass-through of higher aluminum costs, and foreign currency translation ($7 million for three months, $13 million for six months)[186][188] - Segment income increased primarily due to higher sales unit volumes[187][189] Transit Packaging - The segment includes global consumables (steel strap, plastic strap, industrial film, transit protection products) and equipment and tools businesses[190] Transit Packaging Net Sales and Segment Income (Three & Six Months Ended June 30) | Metric | Three Months Ended June 30, 2021 (Millions USD) | Three Months Ended June 30, 2020 (Millions USD) | Six Months Ended June 30, 2021 (Millions USD) | Six Months Ended June 30, 2020 (Millions USD) | | :--------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net sales | $637 | $462 | $1,194 | $984 | | Segment income | $82 | $51 | $152 | $117 | - Net sales increased by 37.9% (three months) and 21.3% (six months) due to higher sales unit volumes, pass-through of higher raw material prices, and foreign currency translation ($29 million for three months, $46 million for six months)[192][196] - Segment income increased due to higher sales unit volumes and foreign currency translation ($4 million for three months, $7 million for six months)[195][197] Other Segments - Other segments include North American food can, aerosol can, and closures businesses, and beverage tooling and equipment operations in the U.S. and U.K[198] Other Segments Net Sales and Segment Income (Three & Six Months Ended June 30) | Metric | Three Months Ended June 30, 2021 (Millions USD) | Three Months Ended June 30, 2020 (Millions USD) | Six Months Ended June 30, 2021 (Millions USD) | Six Months Ended June 30, 2020 (Millions USD) | | :--------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net sales | $314 | $298 | $608 | $564 | | Segment income | $36 | $29 | $72 | $49 | - Net sales increased primarily due to higher sales in beverage can equipment operations and foreign currency translation ($9 million for three months, $13 million for six months)[200][201] - Segment income increased due to improved cost performance in North America food can business and higher sales in beverage can equipment operations[200][201] Corporate and Unallocated Expense Corporate and Unallocated Expense (Three & Six Months Ended June 30) | Period | 2021 (Millions USD) | 2020 (Millions USD) | | :----------------------------------- | :------------------ | :------------------ | | Three months ended June 30 | $(45) | $(35) | | Six months ended June 30 | $(84) | $(74) | - Corporate and unallocated expenses increased in 2021 compared to 2020, as the prior year benefited from lower personnel, incentive compensation, and other general costs due to the coronavirus pandemic[202] Interest Expense - Interest expense decreased from $73 million to $68 million for the three months and from $151 million to $137 million for the six months ended June 30, 2021, primarily due to lower outstanding debt balances[203] Taxes on Income - The effective tax rate increased for the three and six months ended June 30, 2021, due to $31 million in income tax charges for European Tinplate business sale reorganizations and a $40 million charge for a valuation allowance on French deferred tax assets[206] - A $5 million tax benefit was recognized from a U.K. tax law change in 2021, while a $4 million benefit from an Indian tax law change was recognized in 2020[207] Net Income Attributable to Noncontrolling Interests - Net income attributable to noncontrolling interests increased from $15 million to $45 million (three months) and $41 million to $78 million (six months) due to higher earnings in Brazilian beverage can operations, including a favorable court ruling[208] Liquidity and Capital Resources The Company's liquidity improved significantly in the first half of 2021, with operating activities providing cash compared to using cash in the prior year, offset by increased cash usage in investing activities for capacity expansion and in financing activities due to share repurchases and dividends, while maintaining substantial borrowing capacity and expecting to fund capital commitments through operations and asset sales Cash from Operations - Operating activities provided $169 million in cash for the six months ended June 30, 2021, a significant increase from using $238 million in the same period of 2020, driven by higher earnings and working capital changes[210] - Inventory turnover improved from 62 days at June 30, 2020, to 57 days at June 30, 2021[211] - Days outstanding for trade payables increased from 81 days to 90 days, reflecting higher raw material costs and sales unit volumes[211] Investing Activities - Cash used for investing activities increased from $184 million in 2020 to $311 million in 2021, primarily due to increased capital expenditures for capacity expansion projects in the Americas Beverage segment[212] - Capital expenditures for 2021 are expected to be approximately $900 million[213] Financing Activities - Financing activities used $423 million in cash for the six months ended June 30, 2021, compared to providing $196 million in 2020, driven by $297 million in common stock repurchases and $53 million in dividends paid to shareholders[214] Liquidity - As of June 30, 2021, $494 million of the Company's $566 million cash and cash equivalents were located outside the U.S., with $404 million considered indefinitely reinvested[215][218] - The Company had $1,583 million of borrowing capacity available under its $1,650 million revolving credit facility at June 30, 2021, and was in compliance with its leverage ratio covenants (3.4 to 1.0 vs. a maximum of 5.0 to 1.0)[219] Capital Resources - As of June 30, 2021, the Company had approximately $219 million in capital commitments, primarily for the Americas Beverage segment, which it expects to fund through cash flows from operations and proceeds from the European Tinplate business sale[220] Contractual Obligations - No material changes to contractual obligations occurred during the six months ended June 30, 2021, as compared to the Company's Annual Report on Form 10-K for 2020[221] Supplemental Guarantor Financial Information This section provides summarized financial information for the Company's subsidiary debt issuers and guarantors, specifically the Crown Cork Obligor Group and Crown Americas Obligor Group, after eliminating intercompany transactions and non-guarantor subsidiary equity - The Company and certain 100% owned subsidiaries guarantee senior notes and debentures issued by other 100% owned subsidiaries, primarily in the U.S., on a joint and several basis[222] Crown Cork Obligor Group Crown Cork Obligor Group Financial Information (Six Months Ended June 30, 2021) | Metric | Amount (Millions USD) | | :-------------------------------------------- | :-------------------- | | Net sales | — | | Gross Profit | — | | Income from operations | $(2) | | Net income from continuing operations | $(38) | | Net income attributable to Crown Holdings | $(44) | Crown Cork Obligor Group Balance Sheet (June 30, 2021 vs. December 31, 2020) | Category | June 30, 2021 (Millions USD) | December 31, 2020 (Millions USD) | | :-------------------- | :--------------------------- | :------------------------------- | | Current assets | $14 | $12 | | Non-current assets | $91 | $118 | | Current liabilities | $65 | $63 | | Non-current