Beverage cans

Food cans

Aerosol cans

Specialty cans

Glass bottles

Closures and caps

Can-making equipment and tooling

Transit packaging

Global leadership positions. Crown is a leading producer of beverage cans in North America, Europe and Asia, and is a leading producer of food and aerosol cans and closures in North America. Crown maintains its leadership through an extensive geographic presence, with 199 plants located throughout the world as of December 31, 2022. Its large manufacturing base allows Crown to service its customers locally while achieving significant economies of scale.

Strong customer base. Crown provides packaging to many of the world’s leading consumer products companies. Major customers include Anheuser-Busch InBev, Coca-Cola, Heineken, Keurig Dr Pepper, Molson Coors, Pepsi-Cola and Refresco, among others. These consumer products companies represent generally stable businesses that provide consumer staples such as soft drinks and alcoholic beverages. In addition, Crown has long-standing relationships with many of its largest customers.

Broad and diversified product base. Crown continues to drive brand differentiation in the beverage can market by increasing its ability to offer multiple specialty can sizes. Size variations include slim and sleek cans, as well as larger sizes to help customers differentiate their products.

Business and industry fundamentals. Fundamental changes in its business, including global beverage can demand, price increases, cost reduction initiatives and working capital reductions, have improved Crown’s business outlook.

Technological leadership resulting in superior new product and process development. Crown believes that it possesses the technology, processes and research, development and engineering capabilities to allow it to provide innovative and value-added packaging solutions to its customers, as well as to design cost-efficient manufacturing systems and materials.

Financially disciplined management team. Crown’s current executive leadership is focused on improving profit and increasing free cash flow. Crown is prudent about its capital spending, attempting to pursue projects that provide an adequate return.

Grow in targeted markets. Crown plans to capitalize on its leading positions by targeting geographic areas with strong growth potential. Crown believes that it is well-positioned to take advantage of the growth potential in North America, Mexico, Brazil and Southeast Asia with recent capacity additions concentrated in these markets. Crown also benefits from anticipated growth in the consumption of consumer goods in Western Europe.

Increase margins through ongoing cost reductions. Crown plans to continue to reduce manufacturing costs, enhance efficiencies and drive return on invested capital through investments in equipment and technology and through improvements in productivity and material usage and by maintaining a disciplined approach to managing supplier contracts.

Maximize cash flow generation. Crown has established performance-based incentives to increase its free cash flow and operating income. In recent years, Crown has used proceeds from the sale of the European Tinplate business, along with cash provided by operating activities, to support Crown’s capital allocation strategy to reduce leverage, support beverage can expansion in North America, Western Europe and emerging markets, and return capital to shareholders in the form of dividends and repurchase of Crown’s shares.

Crown uses the economic profit concept in connection with its executive compensation program, which requires each business unit to exceed prior year’s returns on the capital that it employs.

Crown will continue to focus its capital expenditures on projects that provide an adequate return.

Serve the changing needs of the world’s leading consumer products companies through technological innovation. Crown intends to capitalize on the demand of its customers for higher value-added packaging products. By continuing to improve the physical attributes of its products, such as strength of materials and graphics, Crown plans to further improve its existing customer relationships, as well as attract new customers.

the new senior notes offering and the use of proceeds therefrom, and Crown’s ability to implement it on the terms described therein;

Crown’s plans or objectives for future operations, products or financial performance;

Crown’s indebtedness and other contractual obligations;

the impact of an economic downturn or growth in particular regions;

anticipated uses of cash;

cost reduction efforts and expected savings;

Crown’s policies with respect to executive compensation;

Crown’s progress on sustainability and environmental matters; and

the expected outcome of contingencies, including with respect to asbestos-related litigation and Crown’s pension and postretirement liabilities.

the ability of Crown to expand successfully in international and emerging markets;

the ability of Crown to repay, refinance or restructure its short and long-term indebtedness on adequate terms and to comply with the terms of its agreements relating to debt;

the impact of Brexit;

Crown’s ability to generate significant cash to meet its obligations and invest in its business and to maintain appropriate debt levels;

restrictions on Crown’s use of available cash under its debt agreements;

changes or differences in U.S. or international economic or political conditions, such as inflation or fluctuations in interest or foreign exchange rates (and the effectiveness of any currency or interest rate hedges), tax rates, and tax laws (including with respect to taxation of unrepatriated non-U.S. earnings or as a result of the depletion of net loss or foreign tax credit carryforwards);

the impact of foreign trade laws and practices;

the collectability of receivables;

war, including the ongoing conflicts between Russia and Ukraine and Israel and Hamas, or acts of terrorism that may disrupt Crown’s production or the supply or pricing of raw materials, impact the financial condition of customers or adversely affect Crown’s ability to refinance or restructure its remaining indebtedness;

changes in the availability and pricing of raw materials (including aluminum can sheet, steel tinplate, energy, water, inks and coatings) and Crown’s ability to pass raw material, energy and freight price increases and surcharges through to its customers or to otherwise manage these commodity pricing risks;

Crown’s ability to obtain and maintain adequate pricing for its products, including the impact on Crown’s revenue, margins and market share and the ongoing impact of price increases;

energy and natural resource costs;

the cost and other effects of legal and administrative cases and proceedings, settlements and investigations;

the outcome of asbestos-related litigation (including the number and size of future claims and the terms of settlements, and the impact of bankruptcy filings by other companies with asbestos-related liabilities, any of which could increase the asbestos-related costs to Crown Cork & Seal Company, Inc., a subsidiary of Crown (“Crown Cork”), over time, the adequacy of reserves established for asbestos-related liabilities, Crown Cork’s ability to obtain resolution without payment of asbestos-related claims by persons alleging first exposure to asbestos after 1964, and the impact of state legislation dealing with asbestos liabilities and any litigation challenging that legislation and any future state or federal legislation dealing with asbestos liabilities);

Crown’s ability to realize deferred tax benefits;

changes in Crown’s critical or other accounting policies or the assumptions underlying those policies;

labor relations and workforce and social costs, including Crown’s pension and postretirement obligations and other employee or retiree costs;

investment performance of Crown’s pension plans;

the costs and difficulties related to the acquisition of a business and integration of acquired businesses;

the impact of any actual or potential dispositions, acquisitions or other strategic realignments (such as Crown’s recently completed divestiture of its European Tinplate business), which may impact Crown’s operations, financial profile, investments or levels of indebtedness;

Crown’s ability to realize efficient capacity utilization and inventory levels and to innovate new designs and technologies for its products in a cost-effective manner;

competitive pressures, including new product developments, industry overcapacity, or changes in competitors’ pricing for products;

Crown’s ability to achieve high capacity utilization rates for its equipment;

Crown’s ability to maintain, develop and capitalize on competitive technologies for the design and manufacture of products and to withstand competitive and legal challenges to the proprietary nature of such technology;

Crown’s ability to protect its information technology systems from attacks or catastrophic failure;

the strength of Crown’s cyber-security (including with respect to human vulnerabilities associated with cyber-security risks);

Crown’s ability to generate sufficient production capacity;

Crown’s ability to improve and expand its existing product and product lines;

the impact of overcapacity on the end-markets Crown serves;

loss of customers, including the loss of any significant customers;

changes in consumer preferences for different packaging products;

the financial condition of Crown’s vendors and customers;

weather conditions, including their effect on demand for beverages and on crop yields for fruits and vegetables stored in food containers;

the impact of natural disasters, including in emerging markets;

the impact of the COVID-19 pandemic, as well as the quarantines and other governmental and non-governmental restrictions which have been imposed throughout the world in an effort to contain, mitigate, or vaccinate against it;

changes in governmental regulations or enforcement practices, including with respect to environmental, health and safety matters and restrictions as to foreign investment or operation;

the impact of increased governmental regulation on Crown and its products, including the regulation or restriction of the use of bisphenol-A;

the impact of Crown’s recent initiatives to generate additional cash, including the reduction of working capital levels and capital spending;

the impact of Crown’s comprehensive Board-led review of its portfolio and capital allocation/return;

the ability of Crown to realize cost savings from its restructuring programs;

Crown’s ability to maintain adequate sources of capital and liquidity;

costs and payments to certain of Crown’s executive officers in connection with any termination of such executive officers or a change in control of Crown;

the impact of existing and future legislation regarding refundable mandatory deposit laws in Europe for non-refillable beverage containers and the implementation of an effective return system;

the impact of existing and future legislation regarding the taxation of sugar-sweetened beverages or energy drinks, the impact of tariffs and potential limits on steel supply in the U.S. from certain foreign countries; and

changes in Crown’s strategic areas of focus, which may impact Crown’s operations, financial profile or levels of indebtedness.

Cash and cash equivalents

Short-term debt

Long-term debt

Senior secured borrowings:

Revolving credit facilities

Term loan facilities

U.S. dollar due 2027

Euro due 2027

Senior notes and debentures:

€600 at 2.625% due 2024

€600 at 3.375% due 2025

U.S. dollar at 4.25% due 2026

U.S. dollar at 4.75% due 2026

U.S. dollar at 7.375% due 2026

€500 at 2.875% due 2026

€500 at 5.000% due 2028

€400 at         % due 2029(2)

U.S. dollar at 5.250% due 2030

U.S. dollar at 7.50% due 2096

Other indebtedness in various currencies:

Total long-term debt

Less: current maturities

Total long-term debt, less current maturities(3)

€537 at September 30, 2023.

Consists of €400 senior notes offered in the new senior notes offering and does not give effect to original issue discount, if any. The €400 in aggregate principal amount of senior notes are reflected at an assumed exchange rate of $1.058 U.S. dollars per euro.

Reflects outstanding principal balance with no reduction for unamortized debt issue costs and associated issuance discounts or premiums.