ANNUAL REPORT 2019 Annual Meeting
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PUTTING OUR VALUES TO WORK ANNUAL REPORT 2019 Annual Meeting We cordially invite you to attend the Annual Meeting of Shareholders to be held at 9:30 a.m. local time on Thursday, April 23, 2020, at the Company’s Corporate Headquarters at 770 Township Line Road, Yardley, PA 19067. A formal notice of this meeting, together with the Proxy Statement and Proxy Card, was mailed to each shareholder of common stock of record as of the close of business on March 3, 2020, and only holders of record on said date will be entitled to vote. The Board of Directors of the Company requests the shareholders of common stock to sign proxies and return them in advance of the meeting or register your vote by telephone or through the Internet. You may also vote in person at the Annual Meeting if you are a shareholder of record. (in millions, except share, per share, Financial Highlights employee and statistical data) 2019 2018 NET SALES $11,665 $11,151 INCOME FROM OPERATIONS 1,196 1,096 NET INCOME ATTRIBUTABLE TO CROWN HOLDINGS 510 439 PER AVERAGE COMMON SHARE: EARNINGS ATTRIBUTABLE TO CROWN HOLDINGS — DILUTED $3.78 $3.28 MARKET PRICE (CLOSING)* 72.54 41.57 NUMBER OF EMPLOYEES 33,043 33,429 SHARES OUTSTANDING AT DECEMBER 31 135,577,878 135,173,948 AVERAGE SHARES OUTSTANDING — DILUTED 133,884,969 133,878,064 *Source: New York Stock Exchange – Composite Transactions Net Sales BY SEGMENT BY GEOGRAPHIC AREA BY PRODUCT 50% 38% % 29% 34 25% % % 19 % % 16 % % 19 13 % 14 14 11% 12 6% Americas Beverage Europe, Middle East & North Africa Beverage Cans European Beverage United States & Canada Food Cans & Closures European Food Central & South America Transit Packaging Asia Pacific Asia Other Transit Packaging Other ANNUAL REPORT 2019 1 A LETTER TO SHAREHOLDERS Our Company had a strong year in 2019 despite challenges facing certain of our markets. Robust global demand for beverage cans underpinned our performance. We generated a record $750 million in adjusted free cash flow in 2019 compared to $636 million in 2018 and an average of $557 million over the previous five years. As planned, we utilized our 2019 free cash flow to reduce debt following our 2018 acquisition of Signode Industrial Group, and debt reduction will continue to be a priority for capital allocation in 2020. We expect that the strong and stable cash flows generated across all of our businesses will enable us to reach our target range of 3.5x-4.0x net leverage and begin to return capital to our shareholders. Crown’s share price closed 2019 at $72.54, reflecting a one-year gain of 75% and a two-year cumulative increase of 29%. This compares to one-year and two-year cumulative advances in the S&P 500 Index of 31% and 23%, respectively, and to a one-year gain in the Dow Jones U.S. Containers & Packaging Index of 25% and a two-year cumulative decrease of 2%. The theme of this annual report is “Putting Our Values to Work.” Sustainability is a core value at Crown, fundamental to the future success of our Company and its stakeholders. To deepen our already strong commitment, in August we appointed Dr. John Rost as Vice President, Global Sustainability and Regulatory Affairs, and in the ensuing months he has constructed a global, dedicated sustainability team. Concurrently, Crown established a global Executive Sustainability Committee, which includes our Executive Vice President and Chief Operating Officer Jerry Gifford as well as senior representatives from various departments and the Company’s operating divisions. The committee will oversee the continuing integration of sustainability into every aspect of the Company. As the next step in our sustainability journey, the Company has signed the Science-Based Targets initiative, a program that aims to spur corporate climate action in the transition to a low carbon economy. Crown will announce specific goals for further reducing greenhouse gas (GHG) emissions in alignment with the Paris Agreement of 2015. These goals will be part of a broader long-term environmental, social and governance strategy that the Company will unveil later this year. In the meantime, Crown was recognized by CDP’s 2018 Climate Change Evaluation Program with the second highest level that can be attained, ranking the Company well above most of our peers. Crown has also committed to reduce water usage in our global operations by 20% from 2019 levels by the end of 2025, which will result in saving over 500 million gallons annually. And, as a major step toward fulfillment of our pledge to the RE100 initiative, which focuses on accelerating the transition to zero carbon grids, Crown has signed a long-term virtual power purchase agreement to utilize wind power at all of our U.S. and Canadian beverage can plants beginning July 1, 2020. In February 2020, we published our biennial digital 2019 Sustainability Report, available at www.sustainability.crowncork.com, which highlights further sustainability initiatives and the significant progress we have made toward reaching our stated 2020 sustainability goals. Metal has long been recognized as the most responsible and recycled packaging format. As a 100% permanent, recyclable material that can be reused infinitely with no physical loss of properties, metal plays an integral role in the circular economy. Our global beverage can business, which comprised 50% of Crown’s revenue in 2019, performed well during the year and will continue to be the major strategic focus of the Company’s future growth. Our global beverage can volume of 70 billion units advanced 3% over the previous year, led by strong shipments in Brazil, Europe and Southeast Asia. For the five years ending in 2019, Crown’s beverage can shipments have risen at a compound annual rate of over 4%, outpacing estimated annual industry expansion of 3% over the same period. With well over half of the Company’s beverage can revenue generated from the faster-growing developing markets, and leadership positions in a number of those key regions, Crown has established an excellent platform for expansion in the coming years. Recently installed beverage can capacity additions, including a third line at the Company’s existing plant in Phnom Penh, Cambodia, a new one-line plant in Parma, Italy and a new two-line plant in Valencia, Spain, have helped us to meet the rising demand. In addition, we commenced operations at a new beverage can facility in Rio Verde, Brazil during November 2019 and have begun construction of a new one-line beverage can plant in Nong Khae, Thailand which will begin production during the third quarter of 2020. After many years of relatively flat volumes, beverage can growth in the North American market in 2019 accelerated to over 3%, according to the Can Manufacturers Institute’s shipment data. This expansion, driven by the outsized portion of new beverage products being introduced in cans versus other packaging formats, is expected to continue. Cans are gaining preference among both brand owners and consumers alike and are increasingly being viewed as the most responsible and sustainable beverage pack- aging option. A number of successful product launches of sparkling waters, energy drinks, carbonated soft drinks, teas, nutritional beverages, hard seltzers, craft beers and cocktails have fueled the surge in demand. 2 To meet these expanding customer requirements in North America, we installed a new aluminum beverage can line at our Weston, Ontario plant which began production in January 2020 and are constructing a third line at our Nichols, New York facility which will commence operations during the second quarter of 2020. Both the Nichols and Weston lines will be capable of producing multiple sizes. Food cans and closures comprised 25% of the Company’s revenue in 2019. As a global leader in food can production, Crown’s footprint, particularly in Europe, provides close proximity to our customers. With plants in 16 countries across Europe, the Middle East and Africa, we provide our customers with the ability to pack their products at the peak of freshness. European consumers in particular view the can as a premium format, valuing product protection and flavor preservation that metal packaging offers. The infinitely recyclable food can is unrivaled from a sustainability standpoint, helping to eliminate over one billion liters a year in food waste. Although the food harvest improved somewhat in 2019 following extraordinary drought conditions throughout Europe in 2018, the yields were below our customers’ original expectations. Our Transit Packaging segment, which comprised 19% of the Company’s 2019 revenue, provides critical in-transit protection to high value, high volume goods across a number of end markets, including food and beverage, metals, corrugated, construction and agriculture, among others. Combined with its highly engineered equipment and service business, the Transit Packaging segment, which holds leading positions in most of its markets, broadens and diversifies Crown’s customer base and significantly bolsters free cash flow. Sales in 2019 were adversely impacted by a slowdown in manufacturing activity in many global markets, but its unlevered free cash flow was extraordinarily strong at 118% of EBITDA. Our other operations, which include the Company’s global aerosol, European promotional packaging and leading beverage can equipment business, performed well in 2019. William G. Little and Hans J. Loliger are retiring as members of the Board of Directors of the Company. On behalf of the entire Board and the Company, I would like to thank Bill for his 17 years and Hans for his 19 years of outstanding service on the Board. We appreciate the strategic insights and wisdom that both Bill and Hans brought to the Board over the years. In December 2019, the Company elected three new independent directors to the Board of Directors: Richard H.