2020 Annual Report on Form 10-K, As Filed with the U.S
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CROWN HOLDINGS, INC | ANNUAL REPORT 2020 ANNUAL MEETING We cordially invite you to attend the virtual Annual Meeting of Shareholders to be held via the Internet at 9:30 a.m. Eastern Time on Thursday, April 22, 2021. 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 2, 2021, 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 online at the virtual Annual Meeting if you are a shareholder of record. (in millions, except share, per share, FINANCIAL HIGHLIGHTS employee and statistical data) 2020 2019 NET SALES $11,575 $11,665 INCOME FROM OPERATIONS 1,264 1,196 NET INCOME ATTRIBUTABLE TO CROWN HOLDINGS 579 510 PER AVERAGE COMMON SHARE: EARNINGS ATTRIBUTABLE TO CROWN HOLDINGS — DILUTED $4.30 $3.78 MARKET PRICE (CLOSING)* 100.20 72.54 NUMBER OF EMPLOYEES 33,264 33,043 SHARES OUTSTANDING AT DECEMBER 31 134,801,030 135,577,878 AVERAGE SHARES OUTSTANDING — DILUTED 134,560,915 133,884,969 *Source: New York Stock Exchange – Composite Transactions NET SALES BY SEGMENT BY GEOGRAPHIC AREA BY PRODUCT 52% 37% 37% 31% 25% 17% 17% 17% 13% % 13% 13% 10% 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 A LETTER TO SHAREHOLDERS Our Company performed exceptionally well in 2020 in the face of the global coronavirus pandemic. Segment income for the year increased 7% over 2019, driven by robust demand for beverage cans and food cans and excellent manufacturing performance throughout the organization. We generated record operating cash flow of over $1.3 billion, a 13% increase over the prior year. With 2020 free cash flow of $756 million, the Company has generated more than $1.5 billion in free cash flow over the last two years. As planned, we utilized our 2020 free cash flow to reduce debt, and the Company’s year-end 2020 net leverage ratio declined to 3.9x. Crown’s share price closed 2020 at an all-time high of $100.20, reflecting a one-year gain of 38% and a two-year cumulative increase of 141%. This compares to one-year and two-year cumulative advances in the S&P 500 Index of 18% and 57%, respectively, and to one-year and two- year cumulative gains in the Dow Jones U.S. Containers & Packaging Index of 18% and 47%, respectively. I would like to thank all of our employees and partners, whose dedication and commitment continue to be instrumental as we navigate through the unprecedented challenges presented by the pandemic. Crown responded to the crisis quickly and took a number of specific actions, including increased safety measures at our manufacturing facilities to ensure that they continue to meet evolving requirements in a safe and timely manner. Crown’s products are a crucial part of food and beverage supply chains and also provide critical support to the transportation industry. The health and safety of our employees, customers and partners is our highest priority. Sustainability is a core value at Crown, fundamental to the future success of our Company and its stakeholders. Our accomplishments in 2020 demonstrated how we integrate sustainability into every aspect of the organization. Crown is the first North American beverage can manufacturer to activate renewable power for 100% of its plants. Our partnership with BNP Paribas on a $3.25 billion sustainability-linked credit facility established Crown as the first packaging company in the Americas to secure sustainability-linked terms for syndicated credit facilities. Based on our achievement of agreed upon goals, our interest rate for the facility decreased by the maximum allowable amount. The Science Based Targets initiative (SBTi) approved our greenhouse gas (GHG) emissions reduction targets in July, resulting in Crown being one of the few companies in the global packaging sector to receive sign-off. Sustainalytics, a leading global environmental, social and governance (ESG) ratings provider, ranked Crown as the number one low-risk organization of the 48 reviewed companies operating in the metal and glass packaging sector. Within Sustainalytics’ total research universe of more than 12,500 companies, Crown placed in the top 1.4% of scores. In October, “The Wall Street Journal” named Crown as one of the world’s 100 most sustainably managed companies and, notably, the highest-rated packaging producer on the list. In addition, the WSJ ranked Crown among the world’s top ten companies for environmental issues management - the only U.S.-based company to achieve that distinction. To elevate our industry-leading commitment to sustainability, the Company debuted Twentyby30, a robust program that outlines twenty measurable ESG goals to be achieved by 2030 or sooner. The program identifies five distinct pillars of action - Climate Action, Resource Efficiency, Optimum Circularity, Working Together and Never Compromise - that represent areas of the business in which Crown can create notable impact. Our global beverage can business, which comprised 52% of Crown’s revenue in 2020, performed exceptionally well during the year and will continue to be the major strategic focus of the Company’s future growth. Crown’s global beverage can volume of over 72 billion units advanced 4% over the previous year, led by strong shipments in Brazil, Spain, the United Kingdom and, in particular, North America (United States and Canada). For the five years ending 2020, 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. To meet this accelerating demand, the Company has commercialized and/or announced 15 billion units of beverage can capacity from late 2019 through the end of 2022. After many years of relatively flat volumes, beverage can growth in North America took hold during 2019 and has accelerated ever since. According to the Can Manufacturers Institute’s shipment data, on the heels of more than 3% unit growth in 2019, North American-supplied volume surged by more than 6% in 2020. Actual growth was meaningfully higher, as imported cans augmented domestic supply. Even then, significant customer requirements remained unfulfilled. This expansion is driven by the outsized portion of new beverage products being introduced in cans versus other packaging formats, and is expected to continue. Cans are gaining preference among brand owners and consumers alike and are increasingly being viewed as the most responsible and sustainable beverage packaging 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 climb in demand. To meet accelerating North American demand, in early 2020, we commenced production on the third line in Toronto, Ontario, and in June we began commercial production on the third line in Nichols, New York. Construction is underway at a new greenfield facility in Bowling Green, Kentucky, an attractive location to effectively serve a number of diverse customers in the region. The first production line of the plant is expected to start up during the second quarter of 2021, with the second line targeted for a late third quarter 2021 start up. To meet the expanding requirements of specialty cans in the Pacific Northwest, we will construct a third line in Olympia, Washington, which is scheduled to begin production during the third quarter of 2021. We will also construct a greenfield two-line facility in Henry County, Virginia, which is expected to commence operations during the first quarter of 2022. In addition to significantly expanding our North American network, this new capacity, underpinned by multi-year customer contracts, is expected to double our specialty can percentage off a much larger base. With half of the Company’s beverage can revenue generated from fast-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. In late 2019, we commenced operations at a new one-line beverage can facility in Rio Verde, Brazil and are currently in the process of adding a second line, which is expected to begin production during the third quarter of 2021. As the package mix for beer in Brazil continues to shift toward cans, we have also begun construction of a greenfield two-line facility in the southeastern state of Minas Gerais, 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. During the second quarter of 2020, we completed the conversion of two lines in Seville, Spain from steel to aluminum. In July 2020, we commenced operations at a new one-line plant in Nong Khae, Thailand to support growth in that market. In Vung Tau, Vietnam, construction continues on a new greenfield beverage can plant, which will begin commercial production in September 2021. Food cans and closures comprised 25% of the Company’s revenue in 2020. Global food can volumes advanced 7%, with notable increases in both Europe, where the harvest conditions and crop yields were considerably improved compared to the prior year, and North America, where demand has benefitted from more at-home meal preparation during the pandemic. As a global leader in food can production, Crown’s footprint, particularly in Europe, provides close proximity to our customers.