Crown Holdings Inc.

10/28/2026 | Press release | Distributed by Public on 10/28/2026 12:10

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
(dollars in millions)
Introduction
The following discussion presents management's analysis of the results of operations for the three and nine months ended September 30, 2026 compared to 2025 and changes in financial condition and liquidity from December 31, 2025. 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, 2025, 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 maximize long-term shareholder value by pursuing profitable growth opportunities while returning cash to shareholders through dividends and share repurchases.
Global industry demand for beverage cans has been growing in recent years in North America, Brazil and Europe. Growth has been driven by new product introductions, customer and consumer focus on the sustainability benefits of aluminum and population and GDP growth in many markets. To meet such demand, the Company has made long-term investments of at least $2,000 for new manufacturing facilities and additional production lines at existing facilities since 2019. Capital spending is estimated to be $550 in 2026 which supports the Company's growth objectives.
The Company's strategy is anchored by strong cash flow generation and a healthy balance sheet with a long-term net leverage target of 2.5x adjusted EBITDA (a non-GAAP measure). The Company believes it has the flexibility and resources to fund growth, repay debt and return excess cash flow to shareholders. On July 25, 2024, the Company's Board of Directors authorized the repurchase of an aggregate amount of $2,000 of the Company's common stock through the end of 2027. As of September 30, 2026, the Company had approximately $700 remaining that may yet be purchased under the program.
The Company continues to actively elevate its commitment to sustainability, which is a core focus of the Company. In 2020, the Company introduced Twentyby30TM, a robust program that outlines twenty measurable, science based, environmental, social and governance goals to be completed by 2030. The Company was honored as one of Forbes' Net Zero Leaders for 2026, a recognition that reflects the commitment and hard work of the global organization, driving meaningful and consistent progress toward the Company's sustainability goals.
The Company continues to actively manage the challenges of supply chain disruptions, foreign exchange, interest rate fluctuations, and inflationary pressures, including increasing costs for raw materials, energy and transportation. Additionally, tariffs, retaliatory trade measures and further trade restrictions could result in higher raw material costs and a wide range of possible outcomes including impacts on consumers and industrial activity. The Company attempts to mitigate inflationary pressures on energy and raw material costs with contractual pass-through provisions that include annual selling price adjustments based on price indices. The Company also uses commodity forward contracts to manage its exposure to raw material costs. The ability to mitigate inflationary risks through these measures varies by region and the impact on the results of the Company's segments is discussed, as applicable, under the heading "Results of Operations" below.
To date, the war between Russia and Ukraine and the conflicts in the Middle East, including the war in Iran, have not had a direct material impact on the Company's manufacturing facilities or operations, including its ability to serve customers or source materials from suppliers.
Results of Operations
The key measure used by the Company in assessing performance is segment income, a non-GAAP measure defined by the Company as income from operations adjusted to exclude intangibles amortization charges, restructuring and other and the impact of fair value adjustments to inventory acquired in an acquisition.
Crown Holdings, Inc.
The foreign currency translation impacts referred to in the discussion below were primarily due to changes in the Mexican peso in the Company's Americas Beverage segment, the euro and the British pound in the Company's European Beverage segment, and the Thai baht in the Company's Asia Pacific segment. The Company's Transit Packaging segment is a global business and the foreign currency translation impacts referred to in the discussion below are primarily related to the euro, the Indian rupee, the Mexican peso, the Swedish krona, and the Brazilian real.
The Company calculates the impact of foreign currency translation by dividing current year U.S. dollar results by the current year average foreign exchange rates and then multiplying those amounts by the applicable prior year average exchange rates.
Net Sales and Segment Income
Three Months Ended Nine Months Ended
September 30, September 30,
2026 2025 2026 2025
Net sales $ 3,711 $ 3,202 $ 10,638 $ 9,238
Three and nine months ended September 30, 2026 compared to 2025
Net sales increased primarily due to the pass-through of higher material costs of $405 and $1,034, 6% higher beverage can volumes in both periods, and favorable foreign currency translation of $102 in the first nine months.
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 growth in recent years due to the introduction of new beverage products in cans versus other packaging formats. In Brazil and Mexico, the beverage can markets 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. In May 2025, the Company announced it will add a new high-speed production line to its beverage can plant in Ponta Grossa, Brazil. The line is expected to commence commercial production in the fourth quarter of 2026.
Net sales and Segment income in the Americas Beverage segment were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
2026 2025 2026 2025
Net sales $ 1,700 $ 1,417 $ 4,929 $ 4,142
Segment income 259 255 734 759
Three and nine months ended September 30, 2026 compared to 2025
For the three and nine months ended September 30, 2026 compared to 2025, Net sales increased primarily due to $240 and $722 from the pass-through of higher aluminum costs and 5% and 2% higher beverage can sales.
Segment income for the three months ended September 30, 2026 compared to 2025 increased primarily due to 5% higher beverage can sales partially offset by the timing of pass-through of aluminum costs. Segment income for the nine months ended September 30, 2026 compared to 2025 decreased primarily due to higher costs not recovered and 5% lower beverage can volumes in Brazil, partially offset by 4% higher beverage can volumes in North America.
Crown Holdings, Inc.
European Beverage
The Company's European Beverage segment manufactures 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 European beverage can market has been growing due to consumer focus on sustainability benefits of aluminum and a market shift to cans versus other packaging formats. To meet volume requirements, the Company plans to add additional line capacity in Korinthos, Greece and Peterborough, United Kingdom in the fourth quarter of 2026 and Agoncillo, Spain in early 2027. In September 2026, groundbreaking commenced on the construction of the previously announced two-line, high-speed beverage can plant in Northern India. This plant is expected to commence operations in early 2028.
Net sales and Segment income in the European Beverage segment were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
2026 2025 2026 2025
Net sales $ 772 $ 658 $ 2,095 $ 1,805
Segment income 109 109 302 273
Three and nine months ended September 30, 2026 compared to 2025
For the three and nine months ended September 30, 2026 compared to 2025, Net sales increased primarily due to higher volumes of 4% and 5% and the pass-through of higher aluminum costs of $90 and $137. In addition, the nine months ended September 30, 2026 includes favorable foreign currency translation of $50.
Segment income for the three months ended September 30, 2026 compared to 2025 is unchanged as continued commercial and operational improvements were offset by input cost inflation. Segment income for the nine months ended September 30, 2026 compared to 2025 improved primarily due to higher volumes, favorable foreign currency translation of $8, and continued commercial and operational improvements, partially offset by input cost pressures.
Asia Pacific
The Company's Asia Pacific segment consists of beverage can operations in Cambodia, China, Indonesia, Malaysia, Thailand and Vietnam and non-beverage can operations, primarily food cans and specialty packaging. Historically, growth in the beverage can market in Southeast Asia has been driven by increased per capita incomes and consumption, combined with an increased preference for cans over other forms of beverage packaging. After several years of softness in the Asia Pacific beverage can market from the effects of higher inflation and interest rates, the market has started to show renewed growth in Vietnam and China.
Net sales and Segment income in the Asia Pacific segment were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
2026 2025 2026 2025
Net sales $ 321 $ 259 $ 955 $ 794
Segment income 46 44 151 141
Three and nine months ended September 30, 2026 compared to 2025
For the three and nine months ended September 30, 2026 compared to 2025, Net sales increased primarily due to the pass-through of higher aluminum costs of $36 and $64 and 21% and 22% higher beverage can volumes.
Segment income increased primarily due to higher volumes, partially offset by higher costs not recovered, primarily utility and transportation costs.
Crown Holdings, Inc.
Transit Packaging
The Company's Transit Packaging segment includes the Company's worldwide automation and equipment technologies, protective packaging solutions, and steel and plastic consumables. Automation and equipment technologies include manual, semi-automatic, and automatic equipment and tools, which are primarily used in end-of-line operations to apply and remove consumables such as strap and film. Protective solutions include standard and purpose designed products, such as airbags, edge protectors, and honeycomb products, among others, that help prevent movement of, and/or damage to, a wide range of industrial and consumer goods during transport. Steel and plastic consumables include steel strap, plastic strap, industrial film, and other related products that are used across a wide range of industries.
This segment may be subject to direct and indirect effects from tariffs which may slow consumer and industrial activity, the impact of which cannot be reasonably predicted. The Company will continue to monitor these conditions, including potential actions to mitigate their impact. This economic uncertainty could affect projected future financial performance and may require a quantitative goodwill impairment test in the future to determine if an impairment charge is necessary.
Net sales and Segment income in the Transit Packaging segment were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
2026 2025 2026 2025
Net sales $ 520 $ 517 $ 1,553 $ 1,525
Segment income 60 70 181 202
Three and nine months ended September 30, 2026 compared to 2025
For the three and nine months ended September 30, 2026 compared to 2025, Net sales increased primarily due to $25 and $29 from the pass-through of higher material costs, partially offset by lower volume. In addition, the nine months ended September 30, 2026 includes favorable foreign currency translation of $19.
Segment income decreased primarily due to lower volume and input cost inflation, primarily freight, of $4 and $15.
Other
Other includes the Company's North America tinplate businesses: food can, aerosol can, and closures, and beverage tooling and equipment operations in the U.S. and U.K.
Net sales and Segment income in Other were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
2026 2025 2026 2025
Net sales $ 398 $ 351 $ 1,106 $ 972
Segment income 51 51 150 115
Three and nine months ended September 30, 2026 compared to 2025
For the three months ended September 30, 2026 compared to 2025, Net sales increased primarily due to 8% higher volume in the tinplate businesses and $14 from the pass-through of higher costs. For the nine months ended September 30, 2026 compared to 2025, Net sales increased primarily due to $82 from the pass-through of higher costs and $33 higher sales in the Company's beverage can equipment operations.
Segment income for the three months ended September 30, 2026 was unchanged as higher volume was offset by input cost inflation. Segment income for the nine months ended September 30, 2026 increased primarily due to increased profitability in the Company's North America tinplate businesses due to commercial and operational improvements and higher sales in the Company's beverage can equipment operations.
Crown Holdings, Inc.
Corporate and unallocated
Corporate and unallocated items include corporate and administrative costs, research and development, and unallocated items such as stock-based compensation and insurance costs.
Three Months Ended Nine Months Ended
September 30, September 30,
2026 2025 2026 2025
Corporate and unallocated expense $ (41) $ (39) $ (128) $ (126)
Corporate and unallocated expenses were relatively flat for the three and nine months ended September 30, 2026 compared to 2025.
Restructuring and other, net
For the three and nine months ended September 30, 2026, restructuring and other net charges were $8 and $12 primarily related to severance and other exit costs in the Transit Packaging segment.
For the three and nine months ended September 30, 2025, restructuring and other net charges were $30 and $75, primarily related to asset impairment charges in Myanmar and China and end line rationalization in the Asia Pacific segment. For the nine months ended September 30, 2025, the Company also recorded severance and other exit costs in the Transit Packaging segment.
The Company continues to review its cost structure and may record additional restructuring charges in the future.
Taxes on income
The Company's effective income tax rates were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
2026 2025 2026 2025
Income before taxes and equity in net earnings of affiliates $ 348 $ 322 $ 988 $ 887
Provision for income taxes 89 84 248 208
Effective income tax rate 25.6 % 26.1 % 25.1 % 23.4 %
The decrease in the effective tax rate for the three months ended September 30, 2026 compared to 2025, was primarily due to the geographic distribution of the Company's worldwide earnings. The increase in the effective tax rate for the nine months ended September 30, 2026 was primarily due to an income tax benefit of $22, recognized in the first quarter of 2025 after an internal reorganization, which resulted in the release of deferred tax liabilities related to the foreign currency impact of certain intercompany debt instruments that were designated as hedges of the Company's net investment in a euro-based subsidiary.
On July 4, 2025, the U.S. government enacted tax reform, commonly referred to as the One Big Beautiful Bill Act ("OBBBA"). OBBBA is not expected to have a material impact on the Company's financial results for 2026.
Effective January 1, 2024, various jurisdictions in which the Company operates have enacted the Pillar II directive which establishes a global minimum corporate tax rate of 15% initiated by the Organisation for Economic Co-operation and Development ("OECD"). The Company does not currently expect Pillar II to have a material impact on its financial results, including its annual estimated effective tax rate or liquidity for 2026 based on currently enacted tax laws. However, the Company continues to monitor developments across its jurisdictions, including any additional guidance issued by the OECD.
Net income attributable to noncontrolling interest
Crown Holdings, Inc.
For the three months ended September 30, 2026 compared to 2025, net income attributable to noncontrolling interests increased from $25 to $36 primarily due to an asset impairment charge in 2025 related to the Company's business in Myanmar and higher earnings in the Company's beverage can operations in Brazil. For the nine months ended September 30, 2026 compared to 2025, net income attributable to noncontrolling interests increased from $94 to $98 primarily due to an asset impairment charge in 2025 partially offset by lower earnings in the Company's beverage can operations in Brazil.
Liquidity and Capital Resources
Operating Activities
Cash from operating activities increased from $1,043 for the nine months ended September 30, 2025 to $1,065 for the nine months ended September 30, 2026, primarily due to higher income from operations and changes in working capital, partially offset by lower restructuring and other, net.
Days sales outstanding for trade receivables, excluding the impact of unbilled receivables, increased from 29 days as of September 30, 2025 to 30 days as of September 30, 2026.
Inventory turnover days decreased from 57 days at September 30, 2025 to 54 days at September 30, 2026.
Days outstanding for trade payables increased from 93 days at September 30, 2025 to 100 days at September 30, 2026.
Investing Activities
Cash used for investing activities increased from $121 for the nine months ended September 30, 2025 to $301 for the nine months ended September 30, 2026, primarily due to higher capital expenditures and $45 settlement of cross-currency swaps that matured in February 2026.
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The Company currently expects capital expenditures in 2026 to be approximately $550.
Financing Activities
Cash used for financing activities increased from $680 for the nine months ended September 30, 2025 to $888 for the nine months ended September 30, 2026, primarily due to increased common stock repurchases and payments for assets financed in 2025, partially offset by reductions of payments and proceeds on the Company's long and short-term debt.
The Company repaid, at maturity, the $400 principal amount of 4.25% senior unsecured notes due September 2026.
Liquidity
As of September 30, 2026, $577 of the Company's $629 of cash and cash equivalents was located outside the U.S. The Company is not currently aware of any legal restrictions under foreign law that materially impact its access to cash held outside the U.S. The Company funds its cash needs in the U.S. through a combination of cash flows from operations, dividends from certain foreign subsidiaries, borrowings under its revolving credit facility and the acceleration of cash receipts under its receivable securitization and factoring facilities. Of the cash and cash equivalents located outside the U.S., $262 was held by subsidiaries for which earnings are considered indefinitely reinvested.
The Company's revolving credit agreements provide capacity of $1,650 and as of September 30, 2026, the Company had available capacity of $1,270. The Company could have borrowed this amount at September 30, 2026 and still have been in compliance with its leverage ratio covenants.
The Company's debt agreements contain covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional debt, pay dividends or repurchase capital stock, make certain other restricted payments, create liens and engage in sale and leaseback transactions. These restrictions are subject to a number of exceptions, however, which allow the Company to incur additional debt, create liens or make otherwise restricted payments provided that the Company is in compliance with applicable financial and other covenants and meets certain liquidity requirements.
Crown Holdings, Inc.
The Company's revolving credit facilities and term loan facilities also contain a total leverage ratio covenant. The leverage ratio is calculated as total net debt divided by Consolidated EBITDA (as defined in the credit agreement). Total net debt is defined in the credit agreement as total debt less cash and cash equivalents. Consolidated EBITDA is calculated as the sum of, among other things, net income attributable to Crown Holdings, net income attributable to certain of the Company's subsidiaries, income taxes, interest expense, depreciation and amortization, and certain non-cash charges. The Company's total net leverage ratio of 2.34 to 1.0 at September 30, 2026 was in compliance with the covenant requiring a ratio no greater than 4.5 to 1.0. The ratio is calculated at the end of each quarter using debt and cash balances as of the end of the quarter and Consolidated EBITDA for the most recent twelve months. Failure to meet the financial covenant could result in the acceleration of any outstanding amounts due under the revolving credit facilities and term loan facilities.
In order to reduce leverage and future interest payments, the Company may from time to time repurchase outstanding notes and debentures with cash or seek to refinance its existing credit facilities and other indebtedness. The Company will evaluate any such transactions in light of any required premiums and then existing market conditions and may determine not to pursue such transactions.
The Company's current sources of liquidity also include a securitization facility with $900 of committed capacity and up to an additional $100 of uncommitted capacity that expires in September 2028, and securitization facilities with program limits of $230 and $180 that expire in November 2027.
The Company utilizes its cash flows from operations, borrowings under its revolving credit facilities and the acceleration of cash receipts under its receivables securitization and factoring programs to primarily fund its operations, capital expenditures and financing obligations.
The Company has no long-term debt instruments that mature within the next twelve months and expects to have sufficient liquidity to fund all scheduled payments of current maturities of long-term debt.
Capital Resources
As of September 30, 2026, the Company had approximately $150 of capital commitments primarily related to Americas Beverage and European Beverage. The Company expects to fund these commitments primarily through cash flows from operations.
Contractual Obligations
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, 2025, which information is incorporated herein by reference.
Supplemental Guarantor Financial Information
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 7.50% senior notes due 2096 issued by Crown Cork & Seal Company, Inc., which are fully and unconditionally guaranteed by Crown Holdings, Inc. (the "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. VI, the Parent, and substantially all of the Company's subsidiaries in the United States.
Crown Cork Obligor Group
Crown Holdings, Inc.
Nine Months Ended
September 30, 2026
Net sales $ -
Gross profit -
Loss from operations (3)
Net loss1
(53)
Net loss attributable to Crown Holdings1
(53)
(1) Includes $64 of expense related to intercompany interest with non-guarantor subsidiaries
September 30, 2026 December 31, 2025
Current assets $ 42 $ 74
Non-current assets 12 22
Current liabilities 58 79
Non-current liabilities1
7,956 7,286
(1) Includes payables of $7,621 and $6,954 due to non-guarantor subsidiaries as of September 30, 2026 and December 31, 2025
Crown Americas Obligor Group
Nine Months Ended
September 30, 2026
Net sales1
$ 4,639
Gross profit2
698
Income from operations2
324
Net income3
102
Net income attributable to Crown Holdings3
102
(1) Includes $393 of sales to non-guarantor subsidiaries
(2) Includes $39 of gross profit related to sales to non-guarantor subsidiaries
(3) Includes $1 of expense related to intercompany interest and technology royalties with non-guarantor subsidiaries
September 30, 2026 December 31, 2025
Current assets1
$ 1,140 $ 1,267
Non-current assets2
3,568 3,523
Current liabilities3
1,588 1,792
Non-current liabilities4
5,617 5,066
(1) Includes receivables of $81 and $39 due from non-guarantor subsidiaries as of September 30, 2026 and December 31, 2025
(2) Includes receivables of $262 and $111 due from non-guarantor subsidiaries as of September 30, 2026 and December 31, 2025
(3) Includes payables of $24 and $25 due to non-guarantor subsidiaries as of September 30, 2026 and December 31, 2025
(4) Includes payables of $1,222 and $951 due to non-guarantor subsidiaries as of September 30, 2026 and December 31, 2025
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.
Crown Holdings, Inc.
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, 2025 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, as applicable, are included in the notes 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" 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, 2025, which are not historical facts (including any statements concerning the conflicts in the Middle East, including the war in Iran, southeast Asia and the Russia-Ukraine war, objectives of management for share repurchases, dividends, future operations or economic performance, or assumptions related thereto, including the potential for higher interest rates, energy and raw material prices, including tariffs, retaliatory trade measures and further trade restrictions), 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 U.S. Securities and Exchange Commission ("SEC"), the Company does not intend to review or revise any particular forward-looking statement in light of future events.
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, 2025 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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