CROWN HOLDINGS INC – 10-K – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (in millions, except per share, average settlement cost per asbestos claim, employee, shareholder and statistical data)

INTRODUCTION

The following discussion summarizes the significant factors affecting the
results of operations and financial condition of Crown Holdings, Inc. (the
"Company") as of and during the three-year period ended December 31, 2022. This
discussion should be read in conjunction with the consolidated financial
statements included in this Annual Report.

BUSINESS STRATEGY AND TRENDS

The Company's strategy is to deploy capital into its global beverage can
operations to expand production capacity to support growing customer demand in
alcoholic and non-alcoholic drink categories. Beverage cans are the world's most
sustainable and recycled beverage packaging and continue to gain market share in
new beverage product launches. The Company continues to drive brand
differentiation by increasing its ability to offer multiple product sizes.

For several years, global industry demand for beverage cans has been growing. In
North America, beverage can growth has accelerated in recent years mainly due to
the outsized portion of new beverage products being introduced in cans versus
other packaging formats. In addition, markets such as Brazil, Europe, Mexico and
Southeast Asia have also experienced higher volumes and market expansion.

On August 31, 2021, the Company completed the previously announced sale of its
European Tinplate business to KPS Capital Partners, LP. The European Tinplate
business comprised the Company's European Food reportable segment and its
European Aerosol and Promotional Packaging reporting unit which was previously
reported in Other. The Company received pre-tax proceeds of approximately €1.9
billion ($2.3 billion) from the transaction and received a 20% ownership stake
in the business.

The Company's capital allocation strategy also focuses on maintaining a strong
balance sheet with a target leverage ratio between 3.0x and 3.5x and returning
capital to shareholders in the form of dividends and the repurchase of Company
shares. In December 2021, the Board of Directors authorized the repurchase of
$3.0 billion in Company common stock through the end of 2024.

The Company continues to actively elevate its commitment to sustainability,
which is a core value of the Company. In 2020, the Company debuted Twentyby30, a
robust program that outlines twenty measurable, science based, environmental,
social and governance goals to be completed by 2030 or sooner. In September
2021, the Company joined The Climate Pledge, a commitment to be net-zero carbon
across business operations by 2040.

To date the war between Russia and Ukraine has not had a direct material impact
on the Company's business, financial condition, or results of operations.

The Company continues to actively manage the challenges of supply chain
disruptions, foreign exchange and interest rate fluctuations and inflationary
pressures, including increasing costs for raw materials, energy and
transportation. The Company generally attempts to mitigate aluminum and steel
price risk by matching its purchase obligations with its sales agreements.
Additionally, 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 indexes. 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.

                             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.

The foreign currency translation impacts referred to in the discussion below
were primarily due to changes in the Mexican peso and the Canadian dollar in the
Company's Americas Beverage segment, the euro and pound sterling in the
Company's European
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                              Crown Holdings, Inc.

Beverage segment and the Thai Baht in the Company's Asia Pacific segment. The
Company's Transit Packaging segment is a global business.

The foreign currency translation impacts referred to in the discussion below for
Transit Packaging are primarily related to the euro, the Swedish krona and the
Indian rupee. 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

               2022          2021         2020
Net sales    $12,943       $11,394       $9,392

Year ended December 31, 2022 compared to 2021

Net sales increased primarily due to the pass-through of higher raw material
costs and 3% higher global beverage can sales unit volumes partially offset by
lower volumes in the Transit Packaging segment and unfavorable foreign currency
translation of $372.

Year ended December 31, 2021 compared to 2020

Net sales increased primarily due to 9% higher sales unit volumes in the
Company's beverage can businesses, higher sales unit volumes in the transit
packaging business and the pass-through of higher material costs.

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 recent growth due to
the introduction of new beverage products in cans versus other packaging
formats. In Brazil and Mexico, the Company's sales unit volumes 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.

To meet volume requirements in these markets, the Company began commercial
production of the following:

•Martinsville, Virginia - line one in November 2022
•Monterrey, Mexico - April 2022
•Uberaba, Brazil - line one in May 2022 and line two in October 2022
•Bowling Green, Kentucky - two lines in 2021
•Rio Verde, Brazil - line two in 2021
•Olympia, Washington - line three in 2021
•Nichols, NY - line three in 2020
•Toronto, Ontario - line three in 2020

The Company also expects to commence production on a second line in
Martinsville, Virginia and at a new two-line plant in Mesquite, Nevada in 2023.

Net sales and segment income in the Americas Beverage segment were as follows:
                   2022         2021         2020
Net sales        $ 5,126      $ 4,441      $ 3,565
Segment income       742          756          652

Year ended December 31, 2022 compared to 2021

Net sales increased primarily due to the pass-through of higher raw material
costs.

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                              Crown Holdings, Inc.

Segment income decreased primarily due to start-up costs and $16 of increased
depreciation associated with recent capacity expansions, partially offset by
contractual pass-through mechanisms put in place to recover inflation.

Year ended December 31, 2021 compared to 2020

Net sales increased primarily due to the pass-through of higher aluminum costs,
8% higher sales unit volumes and $9 from the impact of favorable foreign
currency translation.

Segment income increased primarily due to higher sales unit volumes and improved
pricing, partially offset by increased depreciation of $15 and start-up costs
associated with recent capacity expansion.

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 the introduction of new beverage products in cans
versus other packaging formats. To meet volume requirements, two lines in the
Seville, Spain plant began commercial production of aluminum cans in 2022.
Additionally, in 2023, high speed production lines are being added to plants in
Parma, Italy and Agoncillo, Spain, and the Company expects to complete the
relocation to a new two-line plant in Peterborough, United Kingdom.

In February 2023, twin earthquakes struck near the Company's Osmaniye, Turkey,
plant. There was no significant damage to the physical plant structure,
equipment or inventory. The plant resumed production and shipments to customers
able to receive deliveries by the end of February. The Company is still
evaluating the impact and at this time does not expect this event to have a
material impact on the Company's results of operations or cash flows and has
property and business interruption insurance policies.

Net sales and segment income in the European Beverage segment were as follows:
                   2022         2021         2020
Net sales        $ 2,114      $ 1,843      $ 1,473
Segment income       144          259          215

Year ended December 31, 2022 compared to 2021

Net sales increased primarily due to the pass-through of higher raw material
costs and 3% higher sales unit volumes, partially offset by unfavorable foreign
currency translation of $177.

Segment income decreased primarily due to energy costs in excess of contractual
pass-through provisions, a mismatch in contractual aluminum pass-through
provisions whereby higher cost inventory was sold at lower prices and $7 from
the impact of unfavorable foreign currency translation partially offset by
higher sales unit volumes. The aluminum pass-through provisions are impacted by
higher than normal inventory levels due to supply chain concerns and lower than
expected volumes, and price volatility in the aluminum market.

Year ended December 31, 2021 compared to 2020

Net sales increased primarily due to 12% higher sales unit volumes, the
pass-through of higher aluminum costs, and $57 from the impact of favorable
foreign currency translation.

Segment income increased primarily due to higher sales unit volumes and $5 from
the impact of favorable foreign currency translation, partially offset by other
operating costs that were not fully passed through in selling price.

Asia Pacific

The Company's Asia Pacific segment consists of beverage can operations in
Cambodia, China, Indonesia, Malaysia, Myanmar, Singapore, Thailand and Vietnam
and non-beverage can operations, primarily food cans and specialty packaging. In
recent years, the beverage can market in Southeast Asia has been growing driven
by increased per capita incomes and consumption, combined with an increased
preference for cans over other forms of beverage packaging.



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                              Crown Holdings, Inc.

To meet volume requirements in Southeast Asia, the Company began commercial
production of the following:

•Phnom Penh, Cambodia - third line in August 2022
•Vung Tau, Vietnam - new plant in 2021
•Hanoi, Vietnam - second line in 2021

In June 2022, the Company's Yangon, Myanmar beverage can plant was temporarily
idled due to currency restrictions, which resulted in the inability to source
U.S. dollars required to procure U.S. dollar raw materials. For the year ended
December 31, 2022, the plant had net sales of $19 and segment income of less
than $1. Property, plant and equipment as of December 31 2022 was $56, including
$25 of land and buildings and $31 of machinery and equipment. The Company will
continue to monitor the economic conditions and the impact to its business in
Myanmar, including any alternative uses for its machinery and equipment.

Net sales and segment income in the Asia Pacific segment were as follows:

                   2022         2021         2020
Net sales        $ 1,615      $ 1,322      $ 1,168
Segment income       172          182          175

Year ended December 31, 2022 compared to 2021

Net sales increased primarily due to the pass-through of higher raw material
costs and 10% higher sales unit volumes, partially offset by unfavorable foreign
currency translation of $42.

Segment income decreased primarily due to a mismatch in contractual aluminum
pass-through provisions whereby higher cost inventory was sold at lower prices,
partially offset by the impact of higher sales unit volumes. The aluminum
pass-through provisions are impacted by higher than normal inventory levels due
to supply chain concerns and lower than expected volumes, and price volatility
in the aluminum market.

Year ended December 31, 2021 compared to 2020

Net sales increased due to 6% higher sales unit volumes, the pass-through of
higher aluminum costs, and $13 from the impact of favorable foreign currency
translation.

Segment income increased primarily due to higher sales unit volumes, partially
offset by higher operating costs that were not fully passed through in selling
price.

Transit Packaging

The Company's Transit Packaging segment includes the Company's worldwide
industrial products, protective solutions, and automation, equipment and tools
business. Industrial products include steel strap, plastic strap, industrial
film and other related products that are used in a wide range of industries.
Protective solutions include transit protection products, such as airbags, edge
protectors, and honeycomb products that help prevent movement of, and/or damage
to, a wide range of industrial and consumer goods during transport. Automation,
equipment and tools includes manual, semi-automatic and automatic equipment and
tools, which are primarily used in end-of-line operations to apply consumables
such as strap and film.

Net sales and segment income in the Transit Packaging segment were as follows:
                   2022         2021        2020
Net sales        $ 2,545       2,530      $ 2,018
Segment income       281         318          254

Year ended December 31, 2022 compared to 2021

Net sales increased primarily due to the pass-through of higher raw material
prices, partially offset by $139 from the impact of unfavorable foreign currency
translation and lower sales unit volumes.

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                              Crown Holdings, Inc.

Segment income decreased primarily due to lower sales unit volumes, $20 from the
impact of unfavorable foreign currency translation and $8 from the divestiture
of the segment's Kiwiplan business, partially offset by inflationary price
increases in the protective solutions business and costs savings from headcount
reductions across the business.

Year ended December 31, 2021 compared to 2020

Net sales increased due to higher sales unit volumes, the pass-through of higher
raw material prices and $36 from the impact of favorable foreign currency
translation.

Segment income increased primarily due to higher unit volumes and $6 from the
impact of favorable foreign currency translation, partially offset by higher
operating costs.

Other

Other includes the Company's food can, aerosol can and closures businesses in
North America, and beverage tooling and equipment operations in the U.S. and
U.K.. In 2021, the Company commenced operations at a new food can plant in
Dubuque, Iowa and on a new food can line in its Hanover, Pennsylvania plant. The
Company added a third two-piece food can line to its Owatonna, Minnesota plant
in 2022 and is expected to add a pet food can line to its Dubuque, Iowa plant in
2023.

Net sales and segment income in Other were as follows:

                   2022         2021         2020
Net sales        $ 1,543      $ 1,258      $ 1,168
Segment income       240          144          114

Year ended December 31, 2022 compared to 2021

Net sales increased primarily due to the pass-through of higher tinplate costs
in the Company's North America food can, aerosol can and closures businesses,
partially offset by lower sales unit volumes and $17 from the impact of
unfavorable foreign currency translation.

Segment income increased primarily due to increased profitability in the
Company's North America food can, aerosol can and closures businesses due to
higher self-made two-piece food can sales unit volumes, inflationary price
increases and the benefit of lower cost inventory from prior year-end partially
offset by $7 from the impact of unfavorable foreign currency translation. The
benefit arising from lower cost inventory from prior year end was $35 for the
year-ended December 31, 2022.

Year ended December 31, 2021 compared to 2020

Net sales increased primarily due to higher sales in the Company's beverage can
equipment operations and the North America food can business, the pass-through
of higher tinplate costs, and $12 from the impact of favorable foreign currency
translation.

Segment income increased primarily due to lower tinplate carryover costs in the
Company's North America food can business as compared to the year-ended December
31, 2020 and higher sales in the Company's beverage can equipment operations and
North America food can business.

Corporate and unallocated
                              2022        2021        2020
Corporate and unallocated   $ (136)     $ (159)     $ (170)

Corporate and unallocated costs decreased from 2020 to 2021 and from 2021 to
2022 due to lower incentive compensation costs in 2021 and 2022.

Additionally, for the year-ended December 31, 2021, corporate and unallocated
expenses included certain corporate costs, including research and development,
that were not directly attributable to the Company's European Tinplate business
which was sold in August 2021 and as such, could not be allocated to
discontinued operations. Subsequent to the sale, the Company's corporate cost
structure reflects its ongoing operations.


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                              Crown Holdings, Inc.

RESTRUCTURING AND OTHER, NET

For the year-ended December 31, 2022, the benefit from restructuring and other,
net includes a $113 gain from the sale of the Transit Packaging segment's
Kiwiplan business and $29 of charges related to an overhead cost reduction
program initiated by the Transit Packaging segment in the second quarter of
2022. The Company expects to reduce headcount by approximately 600 employees and
this action to result in annual savings of approximately $60. However, there can
be no assurance that any such pre-tax savings will be realized. The Company
continues to identify cost reduction initiatives in its businesses and it is
possible that the Company may record additional restructuring charges in the
future.

OTHER PENSION AND POSTRETIREMENT

Other pension and postretirement for the year ended December 31, 2021 included a
$1,511 settlement charge for the Company's U.K. pension plan obligation.

INTEREST EXPENSE

Interest expense increased from $253 in 2021 to $284 in 2022 primarily due to
higher interest rates.

Interest expense decreased from $290 in 2020 to $253 in 2021 primarily due to
lower outstanding debt balances.

TAXES ON INCOME

The Company's effective income tax rates were as follows:

                                                     2022         2021      

2020

Income before income taxes                        $ 1,056       $ (419)      $ 725
Provision for / (benefit from) for income taxes       243          (57)        199
Effective income tax rate                            23.0  %      13.6  %     27.4  %



The effective tax rate in 2022 was 23% and included an income tax charge of $11
for the sale of the Company's Transit Packaging segment's Kiwiplan business in
2022. The lower effective tax rate in 2021 included a tax benefit of $18 related
to a deferred tax valuation allowance release resulting from improved
profitability in a Transit Packaging corporate entity. Additionally, the Company
also recorded income tax benefits of $8, primarily related to tax law changes in
India, Turkey and the U.K.

The effective tax rate in 2021 also included tax charges of $42 in continuing
operations for reorganizations and other transactions required to prepare the
European Tinplate business for sale. Additionally, the Company recorded an
income tax charge of $44 to establish a valuation allowance for deferred tax
assets related to tax loss carryforwards in France. The Company believes that it
is more likely than not that these tax loss carryforwards will not be utilized
after the sale of the European Tinplate business. See   Note B   for more
information regarding the sale of the European Tinplate business.

For additional information regarding income taxes, see Note S to the
consolidated financial statements.

EQUITY IN NET EARNINGS OF AFFILIATES

Equity in net earnings of affiliates increased from $3 in 2021 to $42 in 2022
due to the 20% ownership interest received after the sale of the Company's
European Tinplate business in August 2021.

NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

Net income attributable to noncontrolling interest decreased from $148 in 2021
to $128 in 2022 primarily due to lower earnings in the Company's beverage can
operations in Brazil and the Middle East.

Net income attributable to noncontrolling interest increased from $108 in 2020
to $148 in 2021 primarily due to higher earnings in the Company's beverage can
operations in Brazil, including a favorable court ruling in a lawsuit brought by
certain of the Company's Brazilian subsidiaries asserting they were overcharged
by local tax authorities for direct and indirect taxes paid in prior years.



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                              Crown Holdings, Inc.

                        LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES

Cash provided by operating activities decreased from $905 in 2021 to $803 in
2022 primarily due to changes in working capital. Additionally, in 2021
operating activities included $236 of pension contributions, primarily related
to the contribution required to fully settle the U.K. pension plan obligation.
$77 was received in 2022 for partial reimbursement of the contribution. See

Note R for more information regarding the settlement of the U.K. pension
plan obligation.

Receivables decreased from $1,889 at December 31, 2021 to $1,843 at December 31,
2022 primarily due to increased securitization and factoring, partially offset
by inflation and higher sales unit volumes. Days sales outstanding for trade
receivables, excluding the impact of unbilled receivables, decreased from 37 at
December 31, 2021 to 33 at December 31, 2022, primarily due to increased
securitization and factoring.

Inventories increased from $1,735 at December 31, 2021 to $2,014 at December 31,
2022 primarily due to inventory builds in certain segments and inflation.
Inventory turnover increased from 59 days at December 31, 2021 to 63 days at
December 31, 2022.

Accounts payable decreased from $2,901 at December 31, 2021 to $2,773 at
December 31, 2022 primarily due lower aluminum prices at the end of 2022. Days
outstanding for trade payables decreased from 112 days at December 31, 2021 to
90 days at December 31, 2022, as prior year included the payables impact of
inventory built in anticipation of market growth.

INVESTING ACTIVITIES

Investing activities provided cash of $1,507 in 2021 and used cash of $642 in
2022 primarily due to the proceeds received from the sale of the European
Tinplate business in 2021.

The Company currently expects capital expenditures in 2023 to be approximately
$900.

At December 31, 2022, the Company had approximately $173 of capital commitments
primarily related to its Americas Beverage segment. The Company expects to fund
these commitments primarily through cash generated from operations.

FINANCING ACTIVITIES

Cash used for financing activities decreased from $2,944 in 2021 to $25 in 2022
primarily due to higher net borrowings in 2022 primarily related to the
refinancing of the Company's revolving credit and term loan facilities and the
issuance of $500 principal amount of 5.250% senior unsecured notes due 2030. See

Note M for more information. Additionally, in 2022, the Company repurchased
$722 of its shares of common stock and paid dividends to shareholders of $106.

LIQUIDITY

As of December 31, 2022, $491 of the Company's $550 in 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., $396 was
held by subsidiaries for which earnings are considered indefinitely reinvested.

The Company's revolving credit agreements provide capacity of $1,650. As of
December 31, 2022, the Company had available capacity of $1,252 under its
revolving credit facilities. The Company could have borrowed this amount at
December 31, 2022 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.

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                              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 3.3 to 1.0 at December 31, 2022 was in compliance with the
covenant requiring a ratio no greater than 5.0 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. The
required net total leverage ratio under the agreement reduces to 4.5 to 1.0 at
December 31, 2023.

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 a program limit up to a maximum of $700 that expires in July 2023,
a securitization facility with a program limit of $200 that expires in December
2023, and a securitization facility with a program limit of $160 that expires in
November 2025. The Company accounts for transfers under these facilities as
sales as further discussed in   Note D   to the consolidated statements.

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.

Cash payments required for purchase obligations and projected pension
contributions in effect at December 31, 2022, are summarized in the following
table.
                                                                                    Payments Due by Period
                                                                                                                             2028 &
                                           2023             2024             2025            2026            2027            after             Total
Purchase obligations (1)                $ 3,726          $ 2,986          $ 1,981          $  843          $  840          $   403          $ 10,779
Projected pension contributions
(2)                                          16               51               52              53              44                -               216
Total                                   $ 3,742          $ 3,037          $ 2,033          $  896          $  884          $   403          $ 10,995


All amounts due in foreign currencies are translated at exchange rates as of
December 31, 2022.
(1) These purchase commitments specify significant terms, including fixed or
minimum quantities to be purchased; fixed, minimum or variable pricing
provisions; and the approximate timing of transactions.
(2) Pension projections require the use of numerous estimates and assumptions
such as discount rates, rates of return on plan assets, compensation increases,
health care cost increases, mortality and employee turnover and therefore
projected contributions been provided for only five years.

Our long term debt obligations, including fixed and variable rate debt, are
further discussed in   Note M  . The Company currently expects interest payments
on long-term debt and securitization and factoring in 2023 to be approximately
$400. This estimate is based on projected interest rates as of December 31,
2022, long-term debt balances, average borrowings under the revolving credit
facility and securitization and factoring estimates.

The Company also has certain guarantees and indemnification agreements that
could require the payment of cash upon the occurrence of certain events. The
guarantees and agreements are further discussed under Note P to the
consolidated financial statements.

Supplemental Guarantor Financial Information

As disclosed in   Note M  , 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 U.S., except in the case of the
Company's outstanding senior notes issued by Crown Cork & Seal Company, Inc.,
which are fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent).
No other subsidiary guarantees the debt and the guarantees are made on a joint
and several basis.

The senior notes and guarantees are senior unsecured obligations of the issuers
and the guarantors, and are:

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                              Crown Holdings, Inc.

•effectively subordinated to all existing and future secured indebtedness of the
issuers and the guarantors to the extent of the value of the assets securing
such indebtedness, including any borrowings under the Company's senior secured
credit facilities, to the extent of the value of the assets securing such
indebtedness;
•structurally subordinated to all indebtedness of the Company's non-guarantor
subsidiaries, which include all of the Company's foreign subsidiaries and any
U.S. subsidiaries that are neither obligors nor guarantors of the Company's
senior secured credit facilities;
•ranked equal in right of payment to any existing or future senior indebtedness
of the issuers and the guarantors; and
•ranked senior in right of payment to all existing and future subordinated
indebtedness of the issuers and the guarantors.

Each guarantee of a guarantor is limited to an amount not to exceed the maximum
amount that can be guaranteed that will not (after giving effect to all other
contingent and fixed liabilities of such guarantor and after giving effect to
any collections from, rights to receive contribution from or payments made by or
on behalf of all other guarantors in respect of the obligations of such other
guarantors under their respective guarantees of the guaranteed obligations)
render the guarantee, as it relates to such guarantor, voidable under applicable
law relating to fraudulent conveyances or fraudulent transfers.

A guarantee of a guarantor other than the Parent will be unconditionally
released and discharged upon any of the following:

•any transfer (including, without limitation, by way of consolidation or merger)
by the Parent or any subsidiary of the Parent to any person or entity that is
not the Parent or a subsidiary of the Parent of (1) all of the equity interests
of, or all or substantially all of the properties and assets of, such guarantor;
or (2) equity interests of such guarantor or any issuance by such guarantor of
its equity interests, such that such guarantor ceases to be a subsidiary of the
Parent; provided that such guarantor is also released from all of its
obligations in respect of indebtedness under the Company's senior secured credit
facilities;
•the release of such guarantor from all obligations of such guarantor in respect
of indebtedness under the Company's senior secured credit facilities, except to
the extent such guarantor is otherwise required to provide a guarantee; or
•upon the contemporaneous release or discharge of all guarantees by such
guarantor which would have required such guarantor to provide a guarantee under
the applicable indenture.

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. V, Crown Americas Capital
Corp. VI, the Parent, and substantially all of the Company's subsidiaries in the
U.S.

Crown Cork Obligor Group
                                                      December 31, 2022
Net sales                                                                  $     -
Gross Profit                                                                     -
Income from operations                                                          (6)
Net income from continuing operations1                                      

(64)

Net income attributable to Crown Holdings1                                  

(64)

(1) Includes $30 of expense related to intercompany interest with non-guarantor
subsidiaries.

                               December 31, 2022
Current assets             $                    14
Non-current assets                              23
Current liabilities                             53
Non-current liabilities1                     6,143

(1) Includes payables of $5,378 due to non-guarantor subsidiaries

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                              Crown Holdings, Inc.

Crown Americas Obligor Group
                                                      December 31, 2022
Net sales1                                                                 $    5,221
Gross profit2                                                                     822
Income from operations2                                                           376
Net income from continuing operations3                                      

241

Net income attributable to Crown Holdings3                                  

241

(1) Includes $518 of sales to non-guarantor subsidiaries
(2) Includes $52 of gross profit related to sales to non-guarantor subsidiaries
(3) Includes $31 of income related to intercompany interest and technology
royalties with non-guarantor subsidiaries

                               December 31, 2022
Current assets1            $                    975
Non-current assets2                           3,830
Current liabilities3                          1,262
Non-current liabilities4                      6,048

(1) Includes receivables of $33 due from non-guarantor subsidiaries
(2) Includes receivables of $185 due from non-guarantor subsidiaries
(3) Includes payables of $37 due to non-guarantor subsidiaries
(4) Includes payables of $1,314 due to non-guarantor subsidiaries

The senior notes are structurally subordinated to all indebtedness of the
Company's non-guarantor subsidiaries. The non-guarantors are separate and
distinct legal entities and have no obligation, contingent or otherwise, to pay
any amounts due pursuant to the senior notes, or to make any funds available
therefore, whether by dividends, loans, distributions or other payments. Any
right that the Company or the guarantors have to receive any assets of any of
the non-guarantors upon the liquidation or reorganization of any non-guarantor,
and the consequent rights of holders of senior notes to realize proceeds from
the sale of any of a non-guarantor's assets, would be effectively subordinated
to the claims of such non-guarantor's creditors, including trade creditors and
holders of preferred equity interests, if any, of such non-guarantor.
Accordingly, in the event of a bankruptcy, liquidation or reorganization of any
of the non-guarantors, the non-guarantors will pay the holders of their debts,
holders of preferred equity interests, if any, and their trade creditors before
they will be able to distribute any of their assets to the Company or any of the
guarantors.

Under U.S. federal bankruptcy laws or comparable provisions of state fraudulent
transfer laws, the issuance of the senior note guarantees by the guarantors
could be voided, or claims in respect of such obligations could be subordinated
to all of their other debts and other liabilities, if, among other things, at
the time the guarantors issued the related senior note guarantees, the Company
or the applicable guarantor intended to hinder, delay or defraud any present or
future creditor, or received less than reasonably equivalent value or fair
consideration for the incurrence of such indebtedness and either:

•was insolvent or rendered insolvent by reason of such incurrence;
•was engaged in a business or transaction for which the Company's or such
guarantor's remaining assets constituted unreasonably small capital; or
•intended to incur, or believed that it would incur, debts beyond its ability to
pay such debts as they mature.

Each guarantee provided by a guarantor includes a provision intended to limit
the guarantor's liability to the maximum amount that it could incur without
causing the incurrence of obligations under its guarantee to be a fraudulent
transfer or conveyance. This provision may not be effective to protect those
guarantees from being avoided under fraudulent transfer or conveyance law, or it
may reduce that guarantor's obligation to an amount that effectively makes its
guarantee worthless, and we cannot predict whether a court will ultimately find
it to be effective.

MARKET RISK

In the normal course of business the Company is subject to risk from adverse
fluctuations in foreign exchange rates, interest rates and commodity prices. The
Company manages these risks through a program that includes the use of
derivative financial instruments, primarily swaps and forwards. Counterparties
to these contracts are major financial institutions. These instruments are
viewed as risk management tools, involve little complexity, and are not used for
trading or speculative purposes. The extent to which the Company uses such
instruments is dependent upon its access to them in the financial markets and
its use of other methods, such as netting exposures for foreign exchange risk
and establishing sales arrangements that permit the pass-through
                                       34
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                              Crown Holdings, Inc.

to customers of changes in commodity prices and foreign exchange rates, to
effectively achieve its goal of risk reduction. The Company's objective in
managing its exposure to market risk is to limit the impact on earnings and cash
flow.

The Company manages foreign currency exposures at the operating unit level.
Exposures that cannot be naturally offset within an operating unit may be hedged
with derivative financial instruments where possible and cost effective in the
Company's judgment. Foreign exchange contracts generally mature within twelve
months.

The table below provides information in U.S. dollars as of December 31, 2022
about the Company's forward currency exchange contracts. The contracts primarily
hedge anticipated transactions, unrecognized firm commitments and intercompany
debt. The contracts with no amounts in the fair value column have a fair value
of less than $1.
                                                        Contract            Average
                                       Contract        fair value         contractual
Buy/Sell                                amount        gain/(loss)        exchange rate
Euro/Sterling                         $     314      $          7            1.15
Euro/U.S. dollars                           179                 3            0.95
Singapore dollars/U.S. dollars              117                 3            1.36
U.S. dollars/Brazilian real                  78                 -            0.19
U.S. dollars/Sterling                        50                 -            1.20
U.S. dollars/Euro                            49                (2)           1.04
Euro/Danish krone                            39                 -            0.13
Euro/Swedish krona                           38                 -            0.09
U.S. dollars/Thai baht                       37                (2)           0.03
U.S. dollars/Malaysian ringgit               24                 -            0.22
Euro/Polish zloty                            22                 -            0.21
Sterling/U.S. dollars                        14                 -            0.83
                                      $     961      $          9



At December 31, 2022, the Company had additional contracts with an aggregate
notional value of $39 to purchase or sell other currencies, primarily Asian
currencies, including the Malaysian ringgit, Indonesian rupiah, Thai baht and
Singapore dollar; European currencies, including the Polish zloty; the
Australian dollar; and the New Zealand dollar. The aggregate fair value of these
contracts was a loss of $1.

At December 31, 2022, the Company had cross-currency swaps with an aggregate
notional values of $875. The swaps are designated as hedges of the Company's net
investment in a euro-based subsidiary and mature in 2026. The fair value of
these contracts at December 31, 2022 was a net gain of $90.

Total future payments of long-term debt obligations at December 31, 2022 include
$4,220 of U.S. dollar-denominated debt, $2,578 of euro-denominated debt and $136
of debt denominated in other currencies.

The Company, from time to time, may manage its interest rate risk associated
with fluctuations in variable interest rates through interest rate swaps. The
use of interest rate swaps and other methods of mitigating interest rate risk
may increase overall interest expense. As of December 31, 2022, the Company had
$2.8 billion principal floating interest rate debt and $1.3 billion of
securitization and factoring. A change of 0.25% in these floating interest rates
would change annual interest expense by approximately $10 million before tax.
The actual effect of a 0.25% increase in these floating interest rates could be
more than $10 million as the Company's average borrowings on its variable rate
debt and securitization and factoring may be higher during the year than the
amount at December 31, 2022.

The Company uses various raw materials, such as aluminum and steel in its
manufacturing operations, which expose it to risk from adverse fluctuations in
commodity prices. In 2022, consumption of aluminum and steel represented 44% and
9% of the Company's consolidated cost of products sold, excluding depreciation
and amortization. The Company primarily manages its risk to adverse commodity
price fluctuations and surcharges through contracts that pass through raw
material costs to customers. The company also uses commodity forward contracts
to manage its exposure to these raw material costs. The Company may, however, be
unable to increase its prices to offset increases in raw material costs without
suffering reductions in unit volume, revenue and operating income, and any price
increases may take effect after related cost increases, reducing operating
income in the near term. As of December 31, 2022, the Company had forward
commodity contracts to hedge aluminum price fluctuations with a notional value
of $230 and a net loss of $16. The maturities of the commodity contracts closely
correlate to the anticipated purchases of those commodities.

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                              Crown Holdings, Inc.

In addition, the Company's manufacturing facilities are dependent, to varying
degrees, upon the availability of water and processed energy, such as natural
gas and electricity.

See Note N to the consolidated financial statements for further information
on the Company's derivative financial instruments.

ENVIRONMENTAL MATTERS

Compliance with the Company's Environmental Protection Policy is mandatory and
the responsibility of each employee of the Company. The Company is committed to
the protection of human health and the environment and is operating within the
increasingly complex laws and regulations of national, state, and local
environmental agencies or is taking action to achieve compliance with such laws
and regulations. Environmental considerations are among the criteria by which
the Company evaluates projects, products, processes and purchases.

The Company is dedicated to a long-term environmental protection program and has
initiated and implemented many pollution prevention programs with an emphasis on
source reduction. The Company continues to reduce the amount of metal used in
the manufacture of steel and aluminum containers through "lightweighting"
programs. The Company recycles nearly 100% of scrap aluminum, steel and copper
used in its manufacturing processes. Many of the Company's programs for
pollution prevention reduce operating costs and improve operating efficiencies.

The potential impact on the Company's operations of climate change and potential
future climate change regulation in the jurisdictions in which the Company
operates is highly uncertain. See the risk factor entitled "The Company is
subject to costs and liabilities related to stringent environmental and health
and safety standards" in Part I, Item 1A of this Annual Report.

See Note P to the consolidated financial statements for additional
information on environmental matters including the Company's accrual for
environmental remediation costs.

CRITICAL ACCOUNTING POLICIES

The accompanying consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America which require that management make numerous estimates and assumptions.
Actual results could differ from those estimates and assumptions, impacting the
reported results of operations and financial position of the Company. The
Company's significant accounting policies are more fully described under   Note
A   to the consolidated financial statements. Certain accounting policies,
however, are considered to be critical in that (i) they are most important to
the depiction of the Company's financial condition and results of operations and
(ii) their application requires management's most subjective judgment in making
estimates about the effect of matters that are inherently uncertain.

Asbestos Liabilities

The Company's potential liability for asbestos cases is uncertain due to the
difficulty of forecasting many factors, including the level of future claims,
the rate of receipt of claims, the jurisdiction in which claims are filed, the
nature of future claims (including the seriousness of alleged disease, whether
claimants allege first exposure to asbestos before or during 1964 and the
alleged link to Crown Cork), the terms of settlements of other defendants with
asbestos-related liabilities, bankruptcy filings of other defendants (which may
result in additional claims and higher settlement demands for non-bankrupt
defendants) and the effect of state asbestos legislation (including the validity
and applicability of the Pennsylvania legislation to non-Pennsylvania
jurisdictions, where the substantial majority of the Company's asbestos cases
are filed). See   Note O   to the consolidated financial statements for
additional information regarding the provision for asbestos-related costs.

At the end of each quarter, the Company considers whether there have been any
material developments that would cause it to update its asbestos accrual
calculations. Absent any significant developments in the asbestos litigation
environment in general or with respect to the Company specifically, the Company
updates its accrual calculations in the fourth quarter of each year. The Company
estimates its liability without limitation to a specified time period and
provides for the estimated amounts expected to be paid related to outstanding
claims, projected future claims and legal costs.

Outstanding claims used in the accrual calculation are adjusted for factors such
as claims filed in those states where the Company's liability is limited by
statute, claims alleging first exposure to asbestos after 1964 which are assumed
to have no value and claims which are unlikely to ever be paid and are assumed
to have a reduced or nominal value based on the length of time outstanding.
Projected future claims are calculated based on actual data for the most recent
five years and are adjusted to account for the expectation that a percentage of
these claims will never be paid. Outstanding and projected claims are multiplied
by the average settlement cost of claims for the most recent five years. As
claims are not submitted or settled evenly throughout
                                       36
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                              Crown Holdings, Inc.

the year, it is difficult to predict at any time during the year whether the
number of claims or average settlement cost over the five year period ending
December 31 of such year will increase compared to the prior five year period.

In recent years, a higher percentage of Crown Cork's settlements have related to
claims alleging serious disease (primarily mesothelioma) which are settled at
higher dollar amounts. Accordingly, a higher percentage of claims projected into
the future relate to serious diseases and are therefore valued at higher dollar
amounts. As of December 31, 2022, more than 90% of the projected future claims
in the Company's accrual calculation relate to claims alleging serious diseases
such as mesothelioma.

The five year average settlement cost per claim was $13,100 in 2020, $13,000 in
2021 and $14,300 in 2022. If Crown Cork continues to settle a high percentage of
claims alleging serious disease at higher dollar amounts, average settlement
costs per claim are likely to increase and, if not offset by a reduction in
overall claims and settlements, the Company may record additional charges in the
future. A 10% change in either the average cost per claim or the number of
projected claims would increase or decrease the estimated liability at
December 31, 2022 by $22. A 10% increase in these two factors at the same time
would increase the estimated liability at December 31, 2022 by $46. A 10%
decrease in these two factors at the same time would decrease the estimated
liability at December 31, 2022 by $42.

Goodwill Impairment

The Company performs a goodwill impairment review in the fourth quarter of each
year or when facts and circumstances indicate goodwill may be impaired. In
accordance with the accounting guidance, the Company may first perform a
qualitative assessment on none, some, or all of its reporting units to determine
whether further quantitative impairment testing is necessary. Factors that the
Company may consider in its qualitative assessment include, but are not limited
to, general economic conditions, changes in the markets in which the Company
operates and changes in input costs that may affect revenue growth, gross margin
percentages and cash flow trends over multiple periods.

The quantitative impairment test involves a number of assumptions and judgments,
including the calculation of fair value for the Company's identified reporting
units. The Company determines the estimated fair value for each reporting unit
based on an average of the estimated fair values calculated using both market
and income approaches. The Company uses an average of the two methods in
estimating fair value because it believes they both provide an appropriate fair
value for the reporting units. The Company's estimates of future cash flows
include assumptions concerning future operating performance and economic
conditions and may differ from actual future cash flows. Under the market
approach, the Company utilizes significant assumptions relating to EBITDA and
revenue multiples used in recent similar transactions, if any, and EBITDA and
revenue multiples of similar type and size public companies. The appropriate
multiple is applied to the respective financial results of the reporting unit to
obtain an estimated fair value.

Under the income approach, fair value is calculated as the sum of the projected
discounted cash flows of the reporting unit over the next five years and the
terminal value at the end of those five years. The projected cash flows
generally include moderate to no growth assumptions, depending on the reporting
unit, unless there has recently been a material change in the business or a
material change is forecasted. The discount rate used is based on the average
weighted-average cost of capital of companies in the consumer and industrial
packaging industries, which information is available through various sources,
adjusted for specific risk premiums for each reporting unit.

The Company completed its annual review for 2022 and determined that no
adjustments to the carrying value of goodwill were necessary. Although no
goodwill impairment was recorded, there can be no assurances that future
goodwill impairments will not occur.

Long-lived Assets Impairment

The Company performs an impairment review of its long-lived assets, including
finite-lived intangible assets and property, plant and equipment, when facts and
circumstances indicate the carrying value may not be recoverable from its
undiscounted cash flows. Any impairment loss is measured by comparing the
carrying amount of the asset to its fair value. The Company's estimates of
future cash flows involve assumptions concerning future operating performance,
economic conditions and technological changes that may affect the future useful
lives of the assets. These estimates may differ from actual cash flows or useful
lives.

In June 2022, the Company's Yangon, Myanmar beverage can plant was temporarily
idled due to currency restrictions, which resulted in the inability to source
U.S. dollars required to procure U.S. dollar raw materials. The Company
performed a recoverability analysis for the long-lived asset group, which
indicated that the carrying value of the asset group was recoverable as of
December 31, 2022. Property, plant and equipment as of December 31 2022 was $56,
including $25 of land and buildings and $31 of machinery and equipment.

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                              Crown Holdings, Inc.

Pension and Postretirement Benefits

Accounting for pensions and postretirement benefit plans requires the use of
estimates and assumptions regarding numerous factors, including discount rates,
rates of return on plan assets, compensation increases, health care cost
increases, future rates of inflation, mortality and employee turnover. Actual
results may differ from the Company's actuarial assumptions, which may have an
impact on the amount of reported expense or liability for pensions or
postretirement benefits. The Company recorded pension expense of $25 in 2022 and
currently projects its 2023 pension expense to be $56, using foreign currency
exchange rates in effect at December 31, 2022. The Company uses the spot yield
curve approach to estimate the service and interest cost components of pension
and postretirement benefits expense by applying the specific spot rates along
the yield curve used to determine the benefit plan obligations to relevant
projected cash outflows. The expected long-term rate of return on plan assets is
determined by taking into consideration expected long-term returns associated
with each major asset class based on long-term historical ranges, projected
future outlook of each asset class, inflation assumptions and the expected net
value from active management of the assets based on actual results.

The U.S. plan's assumed rate of return was 6.60 % in 2022 and is 7.15 % for
2023. A 0.50% change in the expected rates of return would change 2023 pension
expense by approximately $6.

Discount rates were selected using a method that matches projected payouts from
the plans to an actuarial determined yield curve based on market observable AA
bond yields in the respective plan jurisdictions and currencies. In certain
jurisdictions, government securities were used along with corporate bonds to
develop country-specific yield curves to the extent that the underlying markets
were not deemed sufficiently developed. A 0.50% change in the discount rates
from those used at December 31, 2022 would change 2023 pension expense by
approximately $3 and postretirement expense by less than $1. A 0.50% change in
the discount rates from those used at December 31, 2022 would have changed the
pension benefit obligation by approximately $64 and the postretirement benefit
obligation by approximately $4 as of December 31, 2022. See   Note R   to the
consolidated financial statements for additional information on pension and
postretirement benefit obligations and assumptions.

As of December 31, 2022, the Company had a pre-tax unrecognized net loss in
accumulated other comprehensive income of $712 related to its pension plans and
a pre-tax unrecognized net gain in accumulated other comprehensive income of $2
related to its other postretirement benefit plans. Unrecognized gains and losses
arise each year primarily due to changes in discount rates, differences in
actual plan asset returns compared to expected returns, and changes in actuarial
assumptions such as mortality. Unrecognized gains and losses are accumulated in
other comprehensive income and the portion in each plan that exceeds 10% of the
greater of that plan's assets or projected benefit obligation is amortized to
income over future periods. The Company's pension expense for the year ended
December 31, 2022 included charges of $49 for the amortization of accumulated
net losses, and the Company estimates charges of $46 in 2023. Amortizable losses
are being recognized over either the average expected life of inactive employees
or the remaining service life of active participants depending on the status of
the individual plans. The weighted average amortization periods range between 6
- 16 years. An increase of 10% in the number of years used to amortize
unrecognized losses in each plan would decrease estimated charges for 2023 by
$4. A decrease of 10% in the number of years would increase the estimated 2023
charge by $5.

RECENT ACCOUNTING GUIDANCE

In September 2022, the Financial Accounting Standards Board issued new guidance
which requires enhanced disclosures of supplier finance programs. The guidance
requires buyers in a supplier finance program to disclose sufficient information
about the program's nature, activity during the period, changes from period to
period, and potential magnitude. The amendments are effective for fiscal years
beginning after December 15, 2022, including interim periods within those fiscal
years, except for the disclosure of rollforward information, which is effective
for fiscal years beginning after December 15, 2023. Early adoption is permitted.
The amendments should be applied retrospectively to each period in which a
balance sheet is presented, except for disclosure of rollforward information,
which should be applied prospectively. The Company is currently evaluating the
impact of adopting this guidance on its disclosures.

See Note A to the consolidated financial statements for information on
recently adopted accounting guidance.

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                              Crown Holdings, Inc.

FORWARD LOOKING STATEMENTS

Statements in this Annual Report, including those in "Management's Discussion
and Analysis of Financial Condition and Results of Operations," in the
discussions of the provision for asbestos under   Note O   and other
contingencies under   Note P   to the consolidated financial statements included
in this Annual Report and in discussions incorporated by reference into this
Annual Report (including, but not limited to, those in the section titled
"Compensation Discussion and Analysis" in the Company's Proxy Statement), which
are not historical facts (including any statements concerning plans and
objectives of management for future operations or economic performance, or
assumptions related thereto), 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 other oral or written statements
which are also "forward-looking statements." Forward-looking statements can be
identified by words, such as "believes," "estimates," "anticipates," "expects"
and other words of similar meaning in connection with a discussion of future
operating or financial performance. These may include, among others, statements
relating to (i) the Company's plans or objectives for future operations,
products or financial performance, (ii) the Company's indebtedness and other
contractual obligations, (iii) the impact of an economic downturn or growth in
particular regions, (iv) anticipated uses of cash, (v) cost reduction efforts
and expected savings, (vi) the Company's policies with respect to executive
compensation, (vii) the Company's progress on sustainability and environmental
matters and (viii) the expected outcome of contingencies, including with respect
to asbestos-related litigation and pension and postretirement liabilities.

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.

Important factors that could cause the actual results of operations or financial
condition of the Company to differ include, but are not necessarily limited to,
the ability of the Company to expand successfully in international and emerging
markets; the ability of the Company 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; the Company's ability to
generate significant cash to meet its obligations and invest in its business and
to maintain appropriate debt levels; restrictions on the Company'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 applicable 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 or acts
of terrorism that may disrupt the Company's production or the supply or pricing
of raw materials impact the financial condition of customers or adversely affect
the Company'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 the Company'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;
the Company's ability to obtain and maintain adequate pricing for its products,
including the impact on the Company'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 Crown Cork's asbestos-related costs 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); the Company's ability to realize deferred tax benefits;
changes in the Company's critical or other accounting policies or the
assumptions underlying those policies; labor relations and workforce and social
costs, including the Company's pension and postretirement obligations and other
employee or retiree costs; investment performance of the Company's pension
plans; 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 the
Company's recently completed divestiture of its European Tinplate business),
which may impact the Company's operations, financial profile, investments or
levels of indebtedness; the Company'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; the Company's ability to achieve high capacity utilization
rates for its equipment; the Company'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; the Company's ability to protect its information
technology systems from attacks or catastrophic failure; the strength of the
Company's cyber-security (including with respect to human vulnerabilities
associated with cyber-security risks); the Company's ability to generate
sufficient production capacity; the Company's ability to improve and expand its
existing product and product lines; the impact of
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                              Crown Holdings, Inc.

overcapacity on the end-markets the Company serves; loss of customers, including
the loss of any significant customers; changes in consumer preferences for
different packaging products; the financial condition of the Company'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 the Company and its products, including the regulation or restriction of the
use of bisphenol-A; the impact of the Company's recent initiatives to generate
additional cash, including the reduction of working capital levels and capital
spending; the impact of the Company's comprehensive Board-led review of its
portfolio and capital allocation/return; the ability of the Company to realize
cost savings from its restructuring programs; the Company's ability to maintain
adequate sources of capital and liquidity; costs and payments to certain of the
Company's executive officers in connection with any termination of such
executive officers or a change in control of the Company; 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 the Company's strategic areas of focus, which may impact the Company's
operations, financial profile or levels of indebtedness.

Some of the factors noted above are discussed elsewhere in this Annual Report
and prior Company filings with the SEC, including within Part I, Item 1A,
"  Risk Factors  " in this Annual Report. In addition, other factors have been
or may be discussed from time to time in the Company's SEC filings.

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
SEC, the Company does not intend to review or revise any particular
forward-looking statement in light of future events.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information set forth within "Management's Discussion and Analysis of
Financial Condition and Results of Operations" under the captions "Market Risk"
and "Forward Looking Statements" in this Annual Report is incorporated herein by
reference.


In July 2017, the Financial Conduct Authority (the authority that regulates
LIBOR) announced it intended to stop compelling banks to submit rates for the
calculation of LIBOR after 2021. The U.S. Federal Reserve, in conjunction with
the Alternative Reference Rate Committee has announced the replacement of U.S.
dollar LIBOR rates with a new index calculated by short-term repurchase
agreements backed by U.S. Treasury securities called the Secured Overnight
Financing Rate (SOFR). The first publication of SOFR was released in April 2018.
In March 2021, the Financial Conduct Authority, and administrator, ICE Benchmark
Administration, Limited, announced that the publication of the one-week and
two-month USD LIBOR maturities and non-USD LIBOR maturities will cease
immediately after December 31, 2021, with the remaining USD LIBOR maturities
ceasing immediately after June 30, 2023. At December 31, 2022, the Company does
not have contracts that are indexed to LIBOR. The LIBOR to SOFR transition is
not expected to have a material impact on the Company's consolidated financial
statements.

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                              Crown Holdings, Inc.