CCK 10-Q Quarterly Report Sept. 30, 2017

CROWN HOLDINGS INC

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10-Q 1 cck-9302017xq3.htm Q3 2017 FORM 10-Q Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________________________

FORM 10-Q

____________________________________



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED September 30, 2017



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ____ TO ____

COMMISSION FILE NUMBER 000-50189

____________________________________________________

CROWN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

____________________________________________________



Pennsylvania		75-3099507
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Crown Way, Philadelphia, PA		19154-4599
(Address of principal executive offices)		(Zip Code)

215-698-5100

(registrant’s telephone number, including area code)

____________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)



Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	¨

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ¨ No x

There were 134,272,870 shares of Common Stock outstanding as of October 26, 2017 .

Crown Holdings, Inc.

PART I – FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions except per share data)

(Unaudited)



	Three Months Ended						Nine Months Ended
	September 30						September 30
	2017			2016			2017			2016
Net sales	$	2,468		$	2,326		$	6,530		$	6,361
Cost of products sold, excluding depreciation and amortization	1,956			1,838			5,194			5,050
Depreciation and amortization	63			63			183			188
Selling and administrative expense	90			90			272			275
Restructuring and other	12			20			26			19
Income from operations	347			315			855			829
Loss from early extinguishments of debt	—			10			7			37
Interest expense	64			59			187			181
Interest income	(4		)	(3		)	(10		)	(8		)
Foreign exchange	—			(5		)	4			(22		)
Income before income taxes	287			254			667			641
Provision for income taxes	79			48			178			151
Net income	208			206			489			490
Net income attributable to noncontrolling interests	(31		)	(23		)	(77		)	(59		)
Net income attributable to Crown Holdings	$	177		$	183		$	412		$	431

Earnings per common share attributable to Crown Holdings:
Basic	$	1.32		$	1.32		$	3.03		$	3.11
Diluted	$	1.32		$	1.31		$	3.02		$	3.09

The accompanying notes are an integral part of these consolidated financial statements.

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)



	Three Months Ended						Nine Months Ended
	September 30						September 30
	2017			2016			2017			2016
Net income	$	208		$	206		$	489		$	490

Other comprehensive income, net of tax:
Foreign currency translation adjustments	17			(45		)	226			(170		)
Pension and other postretirement benefits	23			2			40			25
Derivatives qualifying as hedges	4			2			12			26
Total other comprehensive income / (loss)	44			(41		)	278			(119		)

Total comprehensive income	252			165			767			371
Net income attributable to noncontrolling interests	(31		)	(23		)	(77		)	(59		)
Translation adjustments attributable to noncontrolling interests	(1		)	—			(3		)	—
Derivatives qualifying as hedges attributable to noncontrolling interests	—			1			—			(2		)
Comprehensive income attributable to Crown Holdings	$	220		$	143		$	687		$	310

The accompanying notes are an integral part of these consolidated financial statements.

Crown Holdings, Inc.

CONSOLIDATED BALANCE SHEETS (Condensed)

(In millions)

(Unaudited)



	September 30, 2017		December 31, 2016
Assets
Current assets
Cash and cash equivalents	$	374	$	559
Receivables, net	1,098		865
Inventories	1,430		1,245
Prepaid expenses and other current assets	251		172
Total current assets	3,153		2,841

Goodwill and intangible assets, net	3,562		3,263
Property, plant and equipment, net	3,066		2,820
Other non-current assets	715		675
Total	$	10,496	$	9,599

Liabilities and equity
Current liabilities
Short-term debt	$	50	$	33
Current maturities of long-term debt	68		161
Accounts payable and accrued liabilities	2,919		2,702
Total current liabilities	3,037		2,896

Long-term debt, excluding current maturities	5,114		4,717
Postretirement and pension liabilities	519		620
Other non-current liabilities	714		698
Commitments and contingent liabilities ( Note K )
Noncontrolling interests	314		302
Crown Holdings shareholders’ equity	798		366
Total equity	1,112		668
Total	$	10,496	$	9,599

The accompanying notes are an integral part of these consolidated financial statements.

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)

(In millions)

(Unaudited)



	Nine Months Ended
	September 30
	2017			2016
Cash flows from operating activities
Net income	$	489		$	490
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	183			188
Restructuring and other	26			19
Pension expense	14			21
Pension contributions	(46		)	(81		)
Stock-based compensation	16			15
Deferred income taxes	60			45
Changes in assets and liabilities:
Receivables	(218		)	(131		)
Inventories	(108		)	(95		)
Accounts payable and accrued liabilities	48			(42		)
Other, net	24			(53		)
Net cash provided by operating activities	488			376
Cash flows from investing activities
Capital expenditures	(282		)	(244		)
Proceeds from sale of property, plant and equipment	8			6
Other	(15		)	10
Net cash used for investing activities	(289		)	(228		)
Cash flows from financing activities
Proceeds from long-term debt	1,054			1,379
Payments of long-term debt	(1,100		)	(1,810		)
Net change in revolving credit facility and short-term debt	22			108
Debt issue costs	(15		)	(16		)
Common stock issued	8			8
Common stock repurchased	(339		)	(8		)
Contributions from noncontrolling interests	—			1
Dividends paid to noncontrolling interests	(68		)	(43		)
Foreign exchange derivatives related to debt	38			53
Net cash used for financing activities	(400		)	(328		)
Effect of exchange rate changes on cash and cash equivalents	16			(11		)
Net change in cash and cash equivalents	(185		)	(191		)
Cash and cash equivalents at January 1	559			717
Cash and cash equivalents at September 30	$	374		$	526

The accompanying notes are an integral part of these consolidated financial statements.

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In millions)

(Unaudited)



	Crown Holdings, Inc. Shareholders’ Equity
	Common Stock		Paid-in Capital			Accumulated Earnings		Accumulated Other Comprehensive Loss			Treasury Stock			Total Crown Equity			Noncontrolling Interests			Total
Balance at January 1, 2016	$	929	$	426		$	2,125	$	(3,154	)	$	(232	)	$	94		$	291		$	385
Net income						431								431			59			490
Other comprehensive income								(121		)				(121		)	2			(119		)
Dividends paid to noncontrolling interests														—			(43		)	(43		)
Contribution from noncontrolling interests														—			1			1
Restricted stock awarded			(1		)						1			—						—
Stock-based compensation			15											15						15
Common stock issued			6								2			8						8
Common stock repurchased			(7		)						(1		)	(8		)				(8		)
Balance at September 30, 2016	$	929	$	439		$	2,556	$	(3,275	)	$	(230	)	$	419		$	310		$	729

Balance at January 1, 2017	$	929	$	446		$	2,621	$	(3,400	)	$	(230	)	$	366		$	302		$	668
Cumulative effect of change in accounting principle						60								60						60
Net income						412								412			77			489
Other comprehensive income								275						275			3			278
Dividends paid to noncontrolling interests														—			(68		)	(68		)
Restricted stock awarded			(1		)						1			—						—
Stock-based compensation			16											16						16
Common stock issued			7								1			8						8
Common stock repurchased			(308		)						(31		)	(339		)				(339		)
Balance at September 30, 2017	$	929	$	160		$	3,093	$	(3,125	)	$	(259	)	$	798		$	314		$	1,112

The accompanying notes are an integral part of these consolidated financial statements.

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share and statistical data)

(Unaudited)


A.	Statement of Information Furnished

The consolidated financial statements include the accounts of Crown Holdings, Inc. and its consolidated subsidiaries (the “Company”). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Form 10-Q instructions. In the opinion of management, these consolidated financial statements contain all adjustments of a normal and recurring nature necessary for a fair statement of the financial position of the Company as of September 30, 2017 and the results of its operations for the three and nine months ended September 30, 2017 and 2016 and of its cash flows for the nine months ended September 30, 2017 and 2016 . The results reported in these consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year. These results have been determined on the basis of accounting principles generally accepted in the United States of America (“GAAP”).

Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP have been condensed or omitted. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying consolidated financial statements 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, 2016 .


B.	Accounting and Reporting Developments

Recently Adopted Accounting Standards

In July 2015, the FASB issued new guidance related to the subsequent measurement of inventory. The new guidance requires an entity to subsequently measure inventory at the lower of cost or net realizable value, which is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The guidance became effective for the Company on January 1, 2017 and did not have a material impact on the Company’s consolidated financial statements.

In March 2016, the FASB issued new guidance on how share-based payments are accounted for and presented in the financial statements. The standard eliminates the APIC pool concept and requires that excess tax benefits and deficiencies be recorded in the income statement when awards are settled. The pronouncement also addresses simplifications related to statement of cash flows classification, accounting for forfeitures, and minimum statutory tax withholding requirements. Upon adoption of the standard on January 1, 2017, the Company recorded $60 of deferred tax assets attributable to excess tax benefits that were not previously recognized, because they did not reduce taxes payable, as a cumulative-effect adjustment to retained earnings under the modified retrospective method. The Company also prospectively adopted the guidance requiring all excess tax benefits and deficiencies to be recognized as income tax expense or benefit as discrete items and the guidance requiring all excess tax benefits or deficiencies to be reported as operating activities in the statement of cash flows. Adoption of these provisions did not have a material impact on the the Company's results of operations or statement of cash flows. The treatment of forfeitures has not changed as the Company is electing to continue the current process of estimating forfeitures.

In January 2017, the FASB issued guidance that clarifies the definition of a business by adding a framework to assist entities in evaluating whether transactions should be accounted for as acquisitions of assets or businesses. In order to be considered a business under the new guidance, the assets in the transaction need to include an input and a substantive process that together significantly contribute to the ability to create outputs. The Company early adopted this guidance as of January 1, 2017. Adoption did not have an impact on the Company's consolidated financial statements. However, it could have a material impact on the Company’s consolidated financial statements if the Company enters into future business combinations.

In January 2017, the FASB issued guidance to simplify the accounting for goodwill impairment by removing step two of the impairment test, which requires a hypothetical purchase price allocation. The Company early adopted this guidance as of January 1, 2017. The amount of goodwill impaired will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

Crown Holdings, Inc.

In May 2017, the FASB issued guidance to clarify when to account for a change to terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions or the classification of an award change as a result of a change in terms or conditions. Previously, judgment was required to determine if certain changes to an award were substantive and may have impacted whether or not modification accounting was applied. The Company early adopted this guidance during the second quarter of 2017. Adopting this standard did not have a material impact on the Company's consolidated financial statements.

Recently Issued Accounting Standards

In May 2014, the FASB issued new guidance which outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. Under the new guidance, revenue is recognized when a customer obtains control of promised goods or services which will either be at a point in time or over time. Certain products that the Company manufactures for customers have no alternative use and are expected to follow an over-time revenue recognition model. For example, beverage cans are generally printed for a specific customer and do not have an alternative use. Food cans may be printed depending upon customer preference which can vary by geographic market. Under current guidance, the Company generally recognizes revenue upon shipment or delivery. The Company expects a material impact to the timing of our revenue recognition for products that follow an over-time revenue recognition model as a portion of revenue will be recognized prior to shipment or delivery dependent upon contract-specific terms. In addition to accelerating the timing of revenue recognition, an unbilled receivable will be recognized with an offsetting decrease to inventory. The new guidance also requires enhanced disclosures about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company has completed its initial assessment and is in the process of designing and implementing changes to processes, systems and controls to be in a position to adopt the standard on a modified retrospective basis in the first quarter of 2018.

In February 2016, the FASB issued new guidance on lease accounting. Under the new guidance, lease classification criteria and income statement recognition are similar to current guidance; however, all leases with a term longer than one year will be recorded on the balance sheet through a right-of-use asset and a corresponding lease liability. The guidance will be effective for the Company on January 1, 2019. The Company is currently evaluating the impact of adopting this guidance, which may have a material impact on its financial position.

In August 2016, the FASB issued new guidance related to the classification of certain cash receipts and payments on the statement of cash flows. Under the new guidance, cash payments resulting from debt prepayment or extinguishment will be classified as cash outflows from financing activities. In addition, beneficial interests obtained in a securitization of financial assets should be disclosed as a noncash activity and cash receipts from the beneficial interests should be classified as cash inflows from investing activities. Under existing guidance, the Company classifies cash receipts from beneficial interests in securitized receivables and cash payments resulting from debt prepayment or extinguishment as cash flows from operating activities. The guidance will be effective for the Company on January 1, 2018. The Company is currently evaluating the impact of adopting this guidance, which may have a material impact on its cash flows from operating and investing activities.

In October 2016, the FASB issued new guidance related to intra-entity transfers of assets other than inventory. Under current guidance, income tax expense associated with intra-entity profits in an intercompany sale or transfer of assets is deferred until the assets leave the consolidated group. Similarly, the entity is prohibited from recognizing deferred tax assets for any increases in tax bases due to the intercompany sale or transfer. The new guidance allows for the recognition of income tax expense and deferred tax benefits on increases on tax bases when an intercompany sale or transfer of other assets occurs. Income tax effects of intercompany inventory transactions will continue to be deferred until the assets leave the consolidated group. The guidance will be effective for the Company on January 1, 2018. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

In March 2017, the FASB issued new guidance on the presentation of pension and other postretirement benefit costs. Under the new guidance only the service cost component of pension and other postretirement benefit costs will be presented with other employee compensation costs within income from operations or capitalized in assets. The other components will be reported separately outside of income from operations and will not be eligible for capitalization. The guidance will be effective for the Company on January 1, 2018. The guidance is not expected to have a material impact on the Company's consolidated pension and other postretirement benefit costs or net income but is expected to have a material impact on its income from operations.

Crown Holdings, Inc.

In August 2017, the FASB issued new guidance on hedge accounting. The new guidance will allow contractually-specified price components of a commodity purchase or sale to be eligible for hedge accounting. Additionally, the new standard permits qualitative effectiveness assessments for certain hedges after the initial hedge qualification analysis. Finally, the standard amends various presentation and disclosure requirements. The guidance is effective as of January 1, 2019, however, early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.


C.	Accumulated Other Comprehensive Income

The following table provides information about the changes in each component of accumulated other comprehensive income.



	Defined benefit plans			Foreign currency translation			Gains and losses on cash flow hedges			Total
Balance at January 1, 2016	$	(1,690	)	$	(1,446	)	$	(18	)	$	(3,154	)
Other comprehensive (loss) income before reclassifications	(13		)	(170		)	19			(164		)
Amounts reclassified from accumulated other comprehensive income	38			—			5			43
Other comprehensive income (loss)	25			(170		)	24			(121		)
Balance at September 30, 2016	$	(1,665	)	$	(1,616	)	$	6		$	(3,275	)

Balance at January 1, 2017	$	(1,524	)	$	(1,879	)	$	3		$	(3,400	)
Other comprehensive income before reclassifications	20			223			27			270
Amounts reclassified from accumulated other comprehensive income	20			—			(15		)	5
Other comprehensive income	40			223			12			275
Balance at September 30, 2017	$	(1,484	)	$	(1,656	)	$	15		$	(3,125	)

The following table provides information about amounts reclassified from accumulated other comprehensive income.

Crown Holdings, Inc.



	Three Months Ended						Nine Months Ended
Details about accumulated other	September 30						September 30						Affected line item in the
comprehensive income components	2017			2016			2017			2016			statement of operations
(Gains) losses on cash flow hedges
Commodities	$	(7	)	$	—		$	(22	)	$	10		Cost of products sold
	(7		)	—			(22		)	10			Income before taxes
	1			—			6			(3		)	Provision for income taxes
	$	(6	)	$	—		$	(16	)	$	7		Net income

Foreign exchange	$	3		$	3		$	6		$	7		Net sales
	(2		)	(4		)	(5		)	(9		)	Cost of products sold
	1			(1		)	1			(2		)	Income before taxes
	—			—			—			—			Provision for income taxes
	$	1		$	(1	)	$	1		$	(2	)	Net income

Total (gains) losses on cash flow hedges	$	(5	)	$	(1	)	$	(15	)	$	5

Amortization of defined benefit plan items
Actuarial losses	$	21		$	34		$	70		$	90		(a)
Prior service credit	(14		)	(14		)	(40		)	(40		)	(a)
	7			20			30			50			Income before taxes
	(4		)	(5		)	(10		)	(12		)	Provision for income taxes
	$	3		$	15		$	20		$	38		Net income

Total reclassifications for the period	$	(2	)	$	14		$	5		$	43

(a) These accumulated other comprehensive income components are included in the computation of net periodic pension and postretirement cost. See Note M for further details.


D.	Stock-Based Compensation

A summary of restricted stock transactions during the nine months ended September 30, 2017 follows:



	Number of shares
Non-vested stock awards outstanding at January 1, 2017	1,321,292
Awarded:
Time-vesting shares	144,141
Performance-based shares	149,843
Released:
Time-vesting shares	(351,403	)
Performance-based shares	(115,732	)
Forfeitures:
Time-vesting shares	(29,325	)
Performance-based shares	(58,749	)
Non-vested stock awards outstanding at September 30, 2017	1,060,067

Crown Holdings, Inc.

The performance-based share awards are subject to either a market condition or a performance condition. For awards subject to a market condition, the performance metric is the Company's total shareholder return, which includes share price appreciation and dividends paid during the three-year term of the award, measured against a peer group of companies. These awards cliff vest at the end of three years . The number of performance-based shares that will ultimately vest is based on the level of market performance achieved, ranging between 0% and 200% of the shares originally awarded, and will be settled in stock.

For awards subject to a performance condition, the performance metric is the Company's average return on invested capital, over the three-year term. These awards cliff vest at the end of three years . The number of performance-based shares that will ultimately vest is based on the level of performance achieved ranging between 0% and 200% of the shares originally awarded, and will be settled in stock.

The time-vesting restricted and deferred stock awards vest ratably over three to five years.

The weighted average grant-date fair value of the 2017 time-vesting stock awards was $55.55 and the performance-based stock awards was $51.90 .

The fair value of the performance-based shares subject to a market condition awarded in 2017 was calculated using a Monte Carlo valuation model, including a weighted average stock price volatility of 21.1% , an expected term of three years, and a weighted average risk-free interest rate of 1.43% .

As of September 30, 2017 , unrecognized compensation cost related to outstanding non-vested stock awards was $31 . The weighted average period over which the expense is expected to be recognized is 1.8 years. The aggregate market value of the shares released on the vesting dates was $26 for the nine months ended September 30, 2017.


E.	Receivables



	September 30, 2017			December 31, 2016
Accounts receivable	$	963		$	769
Less: allowance for doubtful accounts	(80		)	(76		)
Net trade receivables	883			693
Miscellaneous receivables	215			172
Receivables, net	$	1,098		$	865

The Company uses receivable securitization facilities in the normal course of business as part of managing its cash flows. In connection with certain receivable securitization facilities, the Company recognized deferred purchase price receivables of $149 and $83 at September 30, 2017 and December 31, 2016, which were included in prepaid expenses and other current assets in the Consolidated Balance Sheet. The net change in deferred purchase price receivable was reflected in the receivables line item in the Consolidated Statement of Cash Flows.


F.	Inventories

Inventories are stated at the lower of cost or market, with cost for U.S. inventories principally determined under the first-in, first-out (“FIFO”) method. Non-U.S. inventories are principally determined under the FIFO or average cost method.



	September 30, 2017		December 31, 2016
Raw materials and supplies	698		$	658
Work in process	153		116
Finished goods	579		471
	$	1,430	$	1,245

Crown Holdings, Inc.


G.	Derivative and Other Financial Instruments

Fair Value Measurements

Under GAAP a framework exists for measuring fair value, providing a three-tier hierarchy of pricing inputs used to report assets and liabilities that are adjusted to fair value. Level 1 includes inputs such as quoted prices which are available in active markets for identical assets or liabilities as of the report date. Level 2 includes inputs other than those available in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3

includes unobservable pricing inputs that are not corroborated by market data or other objective sources. The Company has no recurring items valued using Level 3 inputs other than certain pension plan assets.

The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities measured at fair value and their placement within the fair value hierarchy.

The Company applies a market approach to value its commodity price hedge contracts. Prices from observable markets are used to develop the fair value of these financial instruments and they are reported under Level 2. The Company uses an income approach to value its foreign exchange forward contracts. These contracts are valued using a discounted cash flow model that calculates the present value of future cash flows under the terms of the contracts using market information as of the reporting date, such as foreign exchange spot and forward rates, and are reported under Level 2 of the fair value hierarchy.

Fair value disclosures for financial assets and liabilities that were accounted for at fair value on a recurring basis are provided later in this note. In addition, see Note I for fair value disclosures related to debt.

Derivative Financial Instruments

In the normal course of business the Company is subject to risk from adverse fluctuations in currency 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. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company does not use derivative instruments for trading or speculative purposes.

The Company’s objective in managing exposure to market risk is to limit the impact on earnings and cash flow. The extent to which the Company uses such instruments is dependent upon its access to these contracts in the financial markets and its success using other methods, such as netting exposures in the same currencies to mitigate foreign exchange risk and using sales agreements that permit the pass-through of commodity price and foreign exchange rate risk to customers.

For derivative financial instruments accounted for in hedging relationships, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management

objective and the manner in which effectiveness will be assessed. The Company formally assesses, both at inception and at least quarterly thereafter, whether the hedging relationships are effective in offsetting changes in fair value or cash

flows of the related underlying exposures. When a hedge no longer qualifies for hedge accounting, the change in fair value from the date of the last effectiveness test is recognized in earnings. Any gain or loss which has accumulated in other comprehensive income at the date of the last effectiveness test is reclassified into earnings at the same time of the underlying exposure.

Cash Flow Hedges

The Company designates certain derivative financial instruments as cash flow hedges. No components of the hedging instruments are excluded from the assessment of hedge effectiveness. Changes in fair value of outstanding derivatives accounted for as cash flow hedges, except for ineffectiveness, are recorded in other comprehensive income until earnings are impacted by the hedged transaction. Classification of the gain or loss in the Consolidated Statements of Operations upon reclassification from comprehensive income is the same as that of the underlying exposure. Contracts outstanding at September 30, 2017 mature between one and thirty-seven months.

When the Company discontinues hedge accounting because it is no longer probable that an anticipated transaction will occur in the originally specified period, changes to fair value accumulated in other comprehensive income are recognized immediately in earnings.

Crown Holdings, Inc.

The Company uses forward contracts to hedge anticipated purchases of various commodities, including aluminum, fuel oil and natural gas and these exposures are hedged by a central treasury unit.

The Company also designates certain foreign exchange contracts as cash flow hedges of anticipated foreign currency denominated sales or purchases. The Company manages these risks at the operating unit level. Often, foreign currency risk is hedged together with the related commodity price risk.

The following table sets forth financial information about the impact on accumulated other comprehensive income (“AOCI”) and earnings from changes in the fair value of derivative instruments.



	Amount of gain/(loss)					Amount of gain/(loss)
	recognized in AOCI					reclassified from AOCI
	(effective portion)					into earnings
	Three Months Ended			Nine Months Ended		Three Months Ended			Nine Months Ended
Derivatives in cash flow hedges	September 30, 2017			September 30, 2017		September 30, 2017			September 30, 2017

Foreign exchange	$	(2	)	$	1	$	(1	)	$	(1	)
Commodities	11			26		6			16
Total	$	9		$	27	$	5		$	15


	Amount of gain/(loss)					Amount of gain/(loss)
	recognized in AOCI					reclassified from AOCI
	(effective portion)					into earnings
	Three Months Ended			Nine Months Ended		Three Months Ended			Nine Months Ended
Derivatives in cash flow hedges	September 30, 2016			September 30, 2016		September 30, 2016			September 30, 2016

Foreign exchange	$	—		$	3	$	1		$	2
Commodities	4			16		—			(7		)
Total	$	4		$	19	$	1		$	(5	)

For the three and nine months ended September 30, 2017 , the Company recognized a loss of $1 (less than $1 , net of tax) and a loss of $2 ( $1 , net of tax) in earnings related to hedge ineffectiveness caused by volatility in the metal premium component of aluminum prices. For the nine months ended September 30, 2016 , the Company recognized a gain of $1 ( $1 , net of tax) in earnings related to hedge ineffectiveness caused by this volatility.

For the twelve month period ending September 30, 2018, a net gain of $15 ( $12 , net of tax) is expected to be reclassified to earnings. No amounts were reclassified during the nine months ended September 30, 2017 and 2016 in connection with anticipated transactions that were no longer considered probable.

Fair Value Hedges and Contracts Not Designated as Hedges

The Company designates certain derivative financial instruments as fair value hedges of recognized foreign-denominated assets and liabilities, generally trade accounts receivable and payable and unrecognized firm commitments. The notional values and maturity dates of the derivative instruments coincide with those of the hedged items. Changes in fair value of the derivative financial instruments, excluding time value, are offset by changes in fair value of the related hedged items.

Crown Holdings, Inc.

Certain derivative financial instruments, including foreign exchange contracts related to intercompany debt, were not designated in hedge relationships; however, they are effective economic hedges as the changes in their fair value, except for time value, are offset by changes in re-measurement of the related hedged items. The Company’s primary use of these derivative instruments is to offset the earnings impact that fluctuations in foreign exchange rates have on certain monetary assets and liabilities denominated in currencies other than the entity's functional currency. Changes in fair value of these derivative instruments are immediately recognized in earnings as foreign exchange adjustments.

The impact on earnings from foreign exchange contracts designated as fair value hedges was a gain of less than $1 and a loss of less than $1 for the three and nine months ended September 30, 2017 and a loss of $1 and a loss of $6 for the three and nine months ended September 30, 2016 . The impact on earnings from foreign exchange contracts not designated as hedges was a gain of $9 and a gain of $29 for the three and nine months ended September 30, 2017 and a gain of $6 and a gain of $32 for the same periods in 2016 . These amounts were reported within foreign exchange in the Consolidated Statements of Operations and were offset by changes in the fair values of the related underlying hedged items.

For the nine months ended September 30, 2017 and 2016 , certain commodity hedges did not meet the criteria for hedge accounting and therefore the change in their fair value during the quarter was recognized in earnings. For the three and nine months ended September 30, 2017 , the Company recognized a gain of $2 ( $1 , net of tax) and a gain of less than $1 ( $1 , net of tax). For the three and nine months ended September 30, 2016 the Company recognized a gain of $1 ( $1 , net of tax) and a gain of $5 ( $4 , net of tax) in earnings related to these ineffective hedges.

Net Investment Hedges

During the three and nine months ended September 30, 2017 , the Company recorded loss es of $38 ( $30 , net of tax) and $134 ( $107 , net of tax) in accumulated other comprehensive income for certain debt instruments that are designated as hedges of its net investment in a euro-based subsidiary. For the three and nine months ended September 30, 2016 the Company recorded a loss es of $13 ( $8 , net of tax) and $31 ( $20 , net of tax) in accumulated other comprehensive income related to these net investment hedges.

Crown Holdings, Inc.

Fair Values of Derivative Financial Instruments and Valuation Hierarchy

The following table sets forth the fair value hierarchy for the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 , respectively.



	Balance Sheet classification	Fair Value hierarchy	September 30, 2017		December 31, 2016
Derivative assets
Derivatives designated as hedges:

Foreign exchange	Other current assets	2	$	12	$	24
Commodities	Other current assets	2	16		13
Commodities	Other non-current assets	2	3		3
Derivatives not designated as hedges:
Commodities	Other current assets	2	15		5
Commodities	Other non-current assets	2	1		—
	Total		$	47	$	45

Derivative liabilities
Derivatives designated as hedges:
Foreign exchange	Accounts payable and accrued liabilities	2	$	12	$	28
Commodities	Accounts payable and accrued liabilities	2	1		3
Foreign exchange	Other non-current liabilities	2	—		1
Derivatives not designated as hedges:
Foreign exchange	Accounts payable and accrued liabilities	2	10		5
Commodities	Accounts payable and accrued liabilities	2	8		—
Commodities	Other non-current liabilities	2	1		—
	Total		$	32	$	37

Offsetting of Derivative Assets and Liabilities

Certain derivative financial instruments are subject to agreements with counterparties similar to master netting arrangements and are eligible for offset. The Company has made an accounting policy election not to offset the fair values of these instruments within the statement of financial position. In the table below, the aggregate fair values of the Company's derivative assets and liabilities are presented on both a gross and net basis, where appropriate.



	Gross amounts recognized in the Balance Sheet	Gross amounts not offset in the Balance Sheet	Net amount
Balance at September 30, 2017
Derivative assets	$47	$10	$37
Derivative liabilities	32	10	22

Balance at December 31, 2016
Derivative assets	45	6	39
Derivative liabilities	37	6	31

Crown Holdings, Inc.

Notional Values of Outstanding Derivative Instruments

The aggregate U.S. dollar-equivalent notional values of outstanding derivative instruments in the Consolidated Balance Sheets at September 30, 2017 and December 31, 2016 were:



	September 30, 2017		December 31, 2016
Derivatives in cash flow hedges:
Foreign exchange	$	479	$	644
Commodities	228		180
Derivatives in fair value hedges:
Foreign exchange	47		73
Derivatives not designated as hedges:
Foreign exchange	855		618
Commodities	52		72


H.	Restructuring and Other

The Company recorded restructuring and other charges / (benefits) as follows:



	Three Months Ended					Nine Months Ended
	September 30					September 30
	2017			2016		2017		2016
Asset impairments and sales	$	9		$	4	$	3	$	(3	)
Restructuring	4			7		8		10
Other costs	(1		)	9		15		12
	$	12		$	20	$	26	$	19

For the three and nine months ended September 30, 2017 and 2016, the Company recorded charges of $8 and $3 to write down the carrying value of fixed assets and $2 and $3 for termination benefits related to the announced closures of two beverage plants in the Company's Asia Pacific segment. The Company announced plans to close these plants in an effort to reduce costs by consolidating manufacturing processes in China.

For the nine months ended September 30, 2017, asset impairments and sales includes a benefit of $5 due to the expiration of an environmental indemnification related to the sale of certain operations in the Company's European Specialty Packaging business during 2015.

For the three and nine months ended September 30, 2017, other costs include charges of $3 and $19 due to the settlement of a litigation matter related to Mivisa that arose prior to acquisition by the Company in 2014 and a $4 pension curtailment benefit.

For the three and nine months ended September 30, 2016, other costs primarily relate to pension settlement charges.

At September 30, 2017 , the Company had restructuring accruals of $12 primarily related to prior actions to reduce manufacturing capacity and headcount in its European businesses. The Company continues to review its supply and demand profile and long-term plans in its businesses, and it is possible that the Company may record additional restructuring charges in the future.

Crown Holdings, Inc.


I.	Debt

The Company's outstanding debt was as follows:



	September 30, 2017						December 31, 2016
	Principal			Carrying			Principal			Carrying
	outstanding			amount			outstanding			amount
Short-term debt	$	50		$	50		$	33		$	33

Long-term debt
Senior secured borrowings:
Revolving credit facilities	$	49		$	49		$	—		$	—
Term loan facilities
U.S. dollar at LIBOR + 1.75% due 2022	745			739			654			649
Euro at EURIBOR + 1.75% due 2022 ¹	321			321			61			61
Farm credit facility at LIBOR + 2.00% due 2019	—			—			351			347
Senior notes and debentures:
€650 at 4.0% due 2022	768			761			684			676
U. S. dollar at 4.50% due 2023	1,000			991			1,000			991
€600 at 2.625% due 2024	709			702			631			623
€600 at 3.375% due 2025	709			700			631			622
U.S. dollar at 4.25% due 2026	400			393			400			393
U.S. dollar at 7.375% due 2026	350			347			350			347
U.S. dollar at 7.50% due 2096	45			45			45			45
Other indebtedness in various currencies	112			112			124			124
Capital lease obligations	22			22
Total long-term debt	5,230			5,182			4,931			4,878
Less current maturities	(68		)	(68		)	(162		)	(161		)
Total long-term debt, less current maturities	$	5,162		$	5,114		$	4,769		$	4,717

(1) €272 and €58 at September 30, 2017 and December 31, 2016 .

The estimated fair value of the Company’s long-term borrowings, using a market approach incorporating Level 2 inputs such as quoted market prices for the same or similar issues, was $5,485 at September 30, 2017 and $5,043 at December 31, 2016 .

In April 2017, the Company amended its credit agreement to provide for a $1,400 revolving credit facility, a $750 Term A Facility and a €275 Term Euro Facility. Interest rates can be reduced up to one-half percent per annum if the Company's total leverage ratio decreases to agreed levels. In connection with the amendment, the Company recorded a loss from early extinguishment of debt of $7 during the second quarter of 2017.

2016 Activity

In February 2016, the Company amended its credit agreement to provide for an additional $300 of term loan borrowings, the proceeds of which, along with borrowings under the revolving credit facilities and cash on hand, were used to redeem the Company's $700 6.25% senior notes due 2021. In September 2016, the Company issued €600 principal amount of 2.625% senior unsecured notes due 2024 and used the proceeds to repay a portion of the Euro term loan facility. In September 2016, the Company also issued $400 principal amount of 4.25% senior unsecured notes due 2026 and used the proceeds to repay a portion of the U.S dollar term loan facility.

In connection with the above transactions, the Company recorded a loss from early extinguishment of debt of $37 for the nine months ended September 30, 2016 for premiums paid and the write-off of deferred financing fees.

Crown Holdings, Inc.


J.	Asbestos-Related Liabilities

Crown Cork & Seal Company, Inc. (“Crown Cork”) is one of many defendants in a substantial number of lawsuits filed throughout the United States by persons alleging bodily injury as a result of exposure to asbestos. These claims arose from the insulation operations of a U.S. company, the majority of whose stock Crown Cork purchased in 1963. Approximately ninety days after the stock purchase, this U.S. company sold its insulation assets and was later merged into Crown Cork.

Prior to 1998, amounts paid to asbestos claimants were covered by a fund made available to Crown Cork under a 1985 settlement with carriers insuring Crown Cork through 1976, when Crown Cork became self-insured. The fund was depleted in 1998 and the Company has no remaining coverage for asbestos-related costs.

In December 2001, the Commonwealth of Pennsylvania enacted legislation that limits the asbestos-related liabilities of Pennsylvania corporations that are successors by corporate merger to companies involved with asbestos. The legislation limits the successor’s liability for asbestos to the acquired company’s asset value adjusted for inflation. Crown Cork has

paid significantly more for asbestos-related claims than the acquired company’s adjusted asset value. In November 2004, the legislation was amended to address a Pennsylvania Supreme Court decision (Ieropoli v. AC&S Corporation, et. al., No. 117 EM 2002) which held that the statute violated the Pennsylvania Constitution due to retroactive application. The Company cautions that the limitations of the statute, as amended, are subject to litigation and may not be upheld.

In June 2003, the state of Texas enacted legislation that limits the asbestos-related liabilities in Texas courts of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The Texas legislation, which applies to future claims and pending claims, caps asbestos-related liabilities at the total gross value of the predecessor’s assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total adjusted value of its predecessor’s assets.

In October 2010, the Texas Supreme Court, in a 6-2 decision, reversed a lower court decision, Barbara Robinson v. Crown Cork & Seal Company, Inc., No. 14-04-00658-CV, Fourteenth Court of Appeals, Texas, which had upheld the dismissal of an asbestos-related case against Crown Cork. The Texas Supreme Court held that the Texas legislation was unconstitutional under the Texas Constitution when applied to asbestos-related claims pending against Crown Cork when the legislation was enacted in June 2003. The Company believes that the decision of the Texas Supreme Court is limited to retroactive application of the Texas legislation to asbestos-related cases that were pending against Crown Cork in Texas on June 11, 2003 and therefore, in its accrual, continues to assign no value to claims filed after June 11, 2003.

In recent years, the states of Alabama, Arizona, Arkansas, Florida, Georgia, Idaho, Indiana, Iowa, Kansas, Michigan, Mississippi, Nebraska, North Carolina, North Dakota, Ohio, Oklahoma, South Carolina, South Dakota, Tennessee, Utah, West Virginia, Wisconsin and Wyoming enacted legislation that limits asbestos-related liabilities under state law of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The legislation, which applies to future and, with the exception of Arkansas, Georgia, South Carolina, South Dakota, West Virginia and Wyoming, pending claims, caps asbestos-related liabilities at the fair market value of the predecessor's total gross assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total value of its predecessor's assets adjusted for inflation. Crown Cork has integrated the legislation into its claims defense strategy.

The Company further cautions that an adverse ruling in any litigation relating to the constitutionality or applicability to Crown Cork of one or more statutes that limits the asbestos-related liability of alleged defendants like Crown Cork could have a material impact on the Company.

During the nine months ended September 30, 2017 , the Company paid $10 to settle outstanding claims and had claims activity as follows:



Beginning claims	55,500
New claims	2,000
Settlements or dismissals	(2,000	)
Ending claims	55,500

Crown Holdings, Inc.

In the fourth quarter of each year, the Company performs an analysis of outstanding claims and categorizes these claims by year of exposure and state filed. As of December 31, 2016 , the Company's outstanding claims were:



Claimants alleging first exposure after 1964	16,000
Claimants alleging first exposure before or during 1964 filed in:
Texas	13,000
Pennsylvania	2,000
Other states that have enacted asbestos legislation	6,000
Other states	18,500
Total claims outstanding	55,500

The outstanding claims in each period exclude approximately 19,000 inactive claims. Due to the passage of time, the Company considers it unlikely that the plaintiffs in these cases will pursue further action against the Company. The exclusion of these inactive claims had no effect on the calculation of the Company’s accrual as the claims were filed in states, as described above, where the Company’s liability is limited by statute.

With respect to claimants alleging first exposure to asbestos before or during 1964, the Company does not include in its accrual any amounts for settlements in states where the Company’s liability is limited by statute except for certain pending claims in Texas as described earlier.

With respect to post-1964 claims, regardless of the existence of asbestos legislation, the Company does not include in its accrual any amounts for settlement of these claims because of increased difficulty of establishing identification of relevant insulation products as the cause of injury. Given the Company's settlement experience with post-1964 claims, it does not believe that an adverse ruling in the Texas or Pennsylvania asbestos litigation cases, or in any other state that has enacted asbestos legislation, would have a material impact on the Company with respect to such claims.

As of December 31, the percentage of outstanding claims related to claimants alleging serious diseases (primarily mesothelioma and other malignancies) were as follows:



	2016		2015		2014
Total claims	22	%	22	%	22	%
Pre-1964 claims in states without asbestos legislation	41	%	41	%	41	%

Crown Cork has entered into arrangements with plaintiffs’ counsel in certain jurisdictions with respect to claims which are not yet filed, or asserted, against it. However, Crown Cork expects claims under these arrangements to be filed or asserted against Crown Cork in the future. The projected value of these claims is included in the Company’s estimated liability as of September 30, 2017 .

As of September 30, 2017 , the Company’s accrual for pending and future asbestos-related claims and related legal costs was $ 327 , including $ 270 for unasserted claims. The Company determines its accrual without limitation to a specific time period.

It is reasonably possible that the actual loss could be in excess of the Company’s accrual. However, the Company is unable to estimate the reasonably possible loss in excess of its accrual due to uncertainty in the following assumptions that underlie the Company’s accrual and the possibility of losses in excess of such accrual: the amount of damages sought by the claimant (which was not specified for approximately 82% of the claims outstanding at the end of 2016 ), the Company and claimant’s willingness to negotiate a settlement, the terms of settlements of other defendants with asbestos-related liabilities, the bankruptcy filings of other defendants (which may result in additional claims and higher settlements for non-bankrupt defendants), the nature of pending and future claims (including the seriousness of alleged disease,

whether claimants allege first exposure to asbestos before or during 1964 and the claimant’s ability to demonstrate the alleged link to Crown Cork), the volatility of the litigation environment, the defense strategies available to the Company, the level of future claims, the rate of receipt of claims, the jurisdiction in which claims are filed, 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).

Crown Holdings, Inc.


K.	Commitments and Contingent Liabilities

The Company, along with others in most cases, has been identified by the EPA or a comparable state environmental agency as a Potentially Responsible Party (“PRP”) at a number of sites and has recorded aggregate accruals of $9 for its share of estimated future remediation costs at these sites. The Company has been identified as having either directly or indirectly disposed of commercial or industrial waste at the sites subject to the accrual, and where appropriate and supported by available information, generally has agreed to be responsible for a percentage of future remediation costs based on an estimated volume of materials disposed in proportion to the total materials disposed at each site. The Company has not had monetary sanctions imposed nor has the Company been notified of any potential monetary sanctions at any of the sites.

The Company has also recorded aggregate accruals of $7 for remediation activities at various worldwide locations that are owned by the Company and for which the Company is not a member of a PRP group. Although the Company believes

its accruals are adequate to cover its portion of future remediation costs, there can be no assurance that the ultimate payments will not exceed the amount of the Company’s accruals and will not have a material effect on its results of operations, financial position and cash flow. Any possible loss or range of potential loss that may be incurred in excess of the recorded accruals cannot be estimated.

In March 2015, the Bundeskartellamt, or German Federal Cartel Office (“FCO”), conducted unannounced inspections of the premises of several metal packaging manufacturers, including a German subsidiary of the Company. The local court order authorizing the inspection cited FCO suspicions of anti-competitive agreements in the market for the supply of metal packaging products. The FCO’s investigation is ongoing. To date, the FCO has not officially charged the Company or any of its subsidiaries with any violations of competition law. The Company commenced an internal investigation into the matter and discovered instances of inappropriate conduct by certain employees of German subsidiaries of the Company. The Company is cooperating with the FCO and submitted a leniency application which disclosed the findings of its internal investigation to date and which may lead to the reduction of penalties that the FCO may impose. If the FCO finds that the Company or any of its subsidiaries violated competition law, the FCO has wide discretion to levy fines. At this stage of the investigation the Company believes that a loss is probable. However, the Company is unable to predict the ultimate outcome of the FCO’s investigation and is unable to estimate the loss or possible range of any additional losses that could be incurred, which could be material to the Company’s operating results and cash flows for the periods in which they are resolved or become reasonably estimable.

In March 2017, U.S. Customs and Border Protection (“CBP”) at the Port of Milwaukee issued a penalty notification alleging that certain of the Company’s subsidiaries intentionally misclassified the importation of certain goods into the U.S. during the period 2004-2009 and assessed a penalty of $18 . The Company has acknowledged to CBP that the goods were misclassified and has paid all related duties, which were approximately $1 . The Company has asserted that the misclassification was unintentional and disputes the penalty assessment. The Company cannot predict the ultimate outcome of this matter and has not accrued a liability with respect to the assessed penalty. At the present time, based on the information available, the Company does not believe that a loss for the alleged intentional misclassification is probable. There can be no assurance the Company will be successful in contesting the assessed penalty.

The Company and its subsidiaries are also subject to various other lawsuits and claims with respect to governmental, labor, environmental, securities, vendor and other matters arising out of the Company’s normal course of business. While the impact on future financial results is not subject to reasonable estimation because considerable uncertainty exists, management believes that the ultimate liabilities resulting from such lawsuits and claims will not materially affect the Company’s consolidated earnings, financial position or cash flow.

The Company has various commitments to purchase materials, supplies and utilities as part of the ordinary course of business. The Company’s basic raw materials for its products are steel and aluminum, both of which are purchased from multiple sources. The Company is subject to fluctuations in the cost of these raw materials and has periodically adjusted its selling prices to reflect these movements. There can be no assurance, however, that the Company will be able to fully recover any increases or fluctuations in raw material costs from its customers. The Company also has commitments for standby letters of credit and for purchases of capital assets.

Crown Holdings, Inc.

At September 30, 2017 , the Company was party to certain indemnification agreements covering environmental remediation, lease payments and other potential costs associated with properties sold or businesses divested. The Company accrues for costs related to these items when it is probable that a liability has been incurred and the amount can be reasonably estimated. At September 30, 2017 , the Company also had guarantees of $6 related to the residual values of leased assets.


L.	Earnings Per Share

The following table summarizes the computations of basic and diluted earnings per share attributable to the Company.



	Three Months Ended				Nine Months Ended
	September 30				September 30
	2017		2016		2017		2016
Net income attributable to Crown Holdings	$	177	$	183	$	412	$	431
Weighted average shares outstanding:
Basic	134.0		138.7		135.9		138.4
Dilutive stock options and restricted stock	0.4		0.8		0.5		1.0
Diluted	134.4		139.5		136.4		139.4
Basic earnings per share	$	1.32	$	1.32	$	3.03	$	3.11
Diluted earnings per share	$	1.32	$	1.31	$	3.02	$	3.09

For the three and nine months ended September 30, 2017 , there were no contingently issuable common shares excluded from the computation of diluted earnings per share because the effect would be anti-dilutive. For the three and nine months ended September 30, 2016, 0.1 million and 0.5 million contingently issuable common shares were excluded from the computation of diluted earnings per share because the effect would be anti-dilutive.


M.	Pension and Other Postretirement Benefits

The components of net periodic pension and other postretirement benefits costs for the three and nine months ended September 30, 2017 and 2016 were as follows:



	Three Months Ended						Nine Months Ended
	September 30						September 30
Pension benefits – U.S. plans	2017			2016			2017			2016
Service cost	$	4		$	5		$	11		$	12
Interest cost	12			12			37			37
Expected return on plan assets	(21		)	(23		)	(62		)	(68		)
Recognized net loss	13			12			39			37
Net periodic cost	$	8		$	6		$	25		$	18



	Three Months Ended						Nine Months Ended
	September 30						September 30
Pension benefits – Non-U.S. plans	2017			2016			2017			2016
Service cost	$	5		$	6		$	16		$	17
Interest cost	20			25			58			78
Expected return on plan assets	(38		)	(39		)	(108		)	(121		)
Recognized prior service credit	(3		)	(3		)	(9		)	(9		)
Recognized net loss	11			12			32			38
Net periodic (benefit) cost	$	(5	)	$	1		$	(11	)	$	3

Crown Holdings, Inc.



	Three Months Ended						Nine Months Ended
	September 30						September 30
Other postretirement benefits	2017			2016			2017			2016
Service cost	$	1		$	1		$	1		$	1
Interest cost	1			1			3			3
Recognized prior service credit	(11		)	(11		)	(31		)	(31		)
Recognized net loss	1			1			3			3
Net periodic benefit	$	(8	)	$	(8	)	$	(24	)	$	(24	)

The Company also recorded a pension curtailment benefit of $4 during the three and nine months ended September 30, 2017 and pension settlement charges of $9 and $12 during the three and nine months ended September 30, 2016 which were included in restructuring and other in the Consolidated Statement of Operations.


N.	Income Taxes

The provision for income taxes differs from the amount of income tax determined by applying the U.S. statutory federal income tax rate to pre-tax income as a result of the following items:



	Three Months Ended						Nine Months Ended
	September 30						September 30
	2017			2016			2017			2016
U.S. statutory rate at 35%	$	100		$	89		$	233		$	225
Tax on foreign income	(33		)	(30		)	(75		)	(71		)
Tax contingencies	—			8			5			9
Valuation allowance	4			(27		)	7			(25		)
Other items, net	8			8			8			13
Income tax provision	$	79		$	48		$	178		$	151

In the third quarter of 2016, the Company recognized a benefit of $31 to release the valuation allowance against its net deferred tax assets in Canada. The Company's operations in Canada returned to profitability in part due to benefits from recent restructuring actions and improved cost performance. Based on current projections, the Company believes it is more likely than not that it will realize the deferred tax assets. The Company's loss carryforwards in Canada expire at various dates beginning in 2026. If future changes impact the Company's profitability in Canada, it is possible that the Company may record an additional valuation allowance in the future.

In the third quarter of 2016, the Company recognized a charge of $5 for the write off of certain tax credit carryforwards that the Company will be unable to utilize as a result of an internal reorganization of the Company's operations in the U.K.

In the third quarter of 2016, the Spanish tax authorities concluded their audits of Mivisa's Spanish operations for the years 2009 to 2014. In connection with the audits, the Company recognized a charge of $8 to settle certain tax contingencies.


O.	Segment Information

The Company evaluates performance and allocates resources based on segment income. Segment income, which is not a defined term under GAAP, is defined by the Company as income from operations adjusted to add back provisions for asbestos and restructuring and other, the impact of fair value adjustments related to the sale of inventory acquired in an acquisition and the timing impact of hedge ineffectiveness. Segment income should not be considered in isolation or as a substitute for net income data prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies.

Crown Holdings, Inc.

The tables below present information about the Company's operating segments.



	External Sales				External Sales
	Three Months Ended				Nine Months Ended
	September 30				September 30
	2017		2016		2017		2016
Americas Beverage	$	763	$	719	$	2,166	$	2,068
North America Food	194		190		514		504
European Beverage	428		413		1,133		1,129
European Food	639		599		1,477		1,459
Asia Pacific	300		281		865		839
Total reportable segments	2,324		2,202		6,155		5,999
Non-reportable segments	144		124		375		362
Total	$	2,468	$	2,326	$	6,530	$	6,361

The primary sources of revenue included in non-reportable segments are the Company's aerosol can businesses in North America and Europe, its specialty packaging business in Europe and its tooling and equipment operations in the U.S. and U.K.



	Intersegment Sales				Intersegment Sales
	Three Months Ended				Nine Months Ended
	September 30				September 30
	2017		2016		2017		2016
Americas Beverage	$	9	$	11	$	32	$	44
North America Food	4		6		15		19
European Beverage	—		1		1		2
European Food	17		14		52		50
Asia Pacific	—		—		—		—
Total reportable segments	30		32		100		115
Non-reportable segments	17		48		68		110
Total	$	47	$	80	$	168	$	225

Intersegment sales primarily include sales of ends and components used to manufacture cans, such as printed and coated metal, as well as parts and equipment used in the manufacturing process.



	Segment Income				Segment Income
	Three Months Ended				Nine Months Ended
	September 30				September 30
	2017		2016		2017		2016
Americas Beverage	$	131	$	119	$	345	$	329
North America Food	23		25		61		57
European Beverage	78		83		201		204
European Food	96		96		210		212
Asia Pacific	40		37		124		111
Total reportable segments	$	368	$	360	$	941	$	913

Crown Holdings, Inc.

A reconciliation of segment income of reportable segments to income before income taxes is as follows:



	Three Months Ended						Nine Months Ended
	September 30						September 30
	2017			2016			2017			2016
Segment income of reportable segments	$	368		$	360		$	941		$	913
Segment income of non-reportable segments	20			19			52			52
Corporate and unallocated items	(29		)	(44		)	(112		)	(117		)
Restructuring and other	(12		)	(20		)	(26		)	(19		)
Loss from early extinguishments of debt	—			(10		)	(7		)	(37		)
Interest expense	(64		)	(59		)	(187		)	(181		)
Interest income	4			3			10			8
Foreign exchange	—			5			(4		)	22
Income before income taxes	$	287		$	254		$	667		$	641

For the three and nine months ended September 30, 2017, intercompany profit of $1 and $5 and for the three and nine months ended September 30, 2016, intercompany profit of $8 and $12 was eliminated within segment income of non-reportable segments.

Corporate and unallocated items includes corporate and division administrative costs, technology costs, and unallocated items such as the U.S. and U.K. pension plan costs, fair value adjustments for the sale of inventory acquired in an acquisition and the timing impact of hedge ineffectiveness.

Crown Holdings, Inc.


P.	Condensed Combining Financial Information

Crown Cork & Seal Company, Inc. (Issuer), a 100% owned subsidiary of the Company, has $350 principal amount of 7.375% senior notes due 2026 and $45 principal amount of 7.5% senior notes due 2096 outstanding that 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 following condensed combining financial statements:

• statements of comprehensive income for the three and nine months ended September 30, 2017 and 2016 ,

• balance sheets as of September 30, 2017 and December 31, 2016 , and

• statements of cash flows for the nine months ended September 30, 2017 and 2016

are presented on the following pages to comply with the Company’s requirements under Rule 3-10 of Regulation S-X.

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME

For the three months ended September 30, 2017

(in millions)



	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net sales						$	2,468					$	2,468
Cost of products sold, excluding depreciation and amortization						1,956						1,956
Depreciation and amortization						63						63
Selling and administrative expense			$	1		89						90
Restructuring and other						12						12
Income from operations			(1		)	348						347
Net interest expense			23			37						60
Income/(loss) before income taxes			(24		)	311						287
Provision for / (benefit from) income taxes			(15		)	94						79
Equity earnings / (loss) in affiliates	$	177	155						$	(332	)	—
Net income	177		146			217			(332		)	208
Net income attributable to noncontrolling interests						(31		)				(31		)
Net income attributable to Crown Holdings	$	177	$	146		$	186		$	(332	)	$	177

Comprehensive income	$	220	$	184		$	261		$	(413	)	$	252
Comprehensive income attributable to noncontrolling interests						(32		)				(32		)
Comprehensive income attributable to Crown Holdings	$	220	$	184		$	229		$	(413	)	$	220

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME

For the three months ended September 30, 2016

(in millions)



	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net sales						$	2,326					$	2,326
Cost of products sold, excluding depreciation and amortization						1,838						1,838
Depreciation and amortization						63						63
Selling and administrative expense			$	3		87						90
Restructuring and other			9			11						20
Income from operations			(12		)	327						315
Loss from early extinguishment of debt						10						10
Net interest expense			27			29						56
Foreign exchange						(5		)				(5		)
Income/(loss) before income taxes			(39		)	293						254
Provision for / (benefit from) income taxes			(19		)	67						48
Equity earnings / (loss) in affiliates	$	183	180						$	(363	)	—
Net income	183		160			226			(363		)	206
Net income attributable to noncontrolling interests						(23		)				(23		)
Net income attributable to Crown Holdings	$	183	$	160		$	203		$	(363	)	$	183

Comprehensive income	$	143	$	113		$	165		$	(256	)	$	165
Comprehensive income attributable to noncontrolling interests						(22		)				(22		)
Comprehensive income attributable to Crown Holdings	$	143	$	113		$	143		$	(256	)	$	143

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME

For the nine months ended September 30, 2017

(in millions)



	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net sales						$	6,530					$	6,530
Cost of products sold, excluding depreciation and amortization						5,194						5,194
Depreciation and amortization						183						183
Selling and administrative expense			$	5		267						272
Restructuring and other			(1		)	27						26
Income from operations			(4		)	859						855
Loss from early extinguishment of debt						7						7
Net interest expense			69			108						177
Foreign exchange						4						4
Income/(loss) before income taxes			(73		)	740						667
Provision for / (benefit from) income taxes			(33		)	211						178
Equity earnings / (loss) in affiliates	$	412	384						$	(796	)	—
Net income	412		344			529			(796		)	489
Net income attributable to noncontrolling interests						(77		)				(77		)
Net income attributable to Crown Holdings	$	412	$	344		$	452		$	(796	)	$	412

Comprehensive income	$	687	$	429		$	807		$	(1,156	)	$	767
Comprehensive income attributable to noncontrolling interests						(80		)				(80		)
Comprehensive income attributable to Crown Holdings	$	687	$	429		$	727		$	(1,156	)	$	687

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME

For the nine months ended September 30, 2016

(in millions)



	Parent		Issuer			Non- Guarantors			Eliminations			Total Company
Net sales						$	6,361					$	6,361
Cost of products sold, excluding depreciation and amortization						5,050						5,050
Depreciation and amortization						188						188
Selling and administrative expense			$	8		267						275
Restructuring and other			12			7						19
Income from operations			(20		)	849						829
Loss from early extinguishment of debt						37						37
Net interest expense			79			94						173
Foreign exchange						(22		)				(22		)
Income/(loss) before income taxes			(99		)	740						641
Provision for / (benefit from) income taxes			(42		)	193						151
Equity earnings / (loss) in affiliates	$	431	403						$	(834	)	—
Net income	431		346			547			(834		)	490
Net income attributable to noncontrolling interests						(59		)				(59		)
Net income attributable to Crown Holdings	$	431	$	346		$	488		$	(834	)	$	431

Comprehensive Income	$	310	$	299		$	428		$	(666	)	$	371
Comprehensive income attributable to noncontrolling interests						(61		)				(61		)
Comprehensive income attributable to Crown Holdings	$	310	$	299		$	367		$	(666	)	$	310

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of September 30, 2017

(in millions)



	Parent		Issuer			Non- Guarantors		Eliminations				Total Company
Assets
Current assets
Cash and cash equivalents						$	374					$	374
Receivables, net						1,098						1,098
Inventories						1,430						1,430
Prepaid expenses and other current assets	$	1			250						251
Total current assets	1		—			3,152						3,153

Intercompany debt receivables						3,568		$	(3,568	)		—
Investments	3,324		3,348					(6,672		)		—
Goodwill and intangible assets, net						3,562						3,562
Property, plant and equipment, net						3,066						3,066
Other non-current assets			513			202						715
Total	$	3,325	$	3,861		$	13,550	$	(10,240	)		$	10,496

Liabilities and equity
Current liabilities
Short-term debt						$	50					$	50
Current maturities of long-term debt						68						68
Accounts payable and accrued liabilities	$	18	$	40		2,861						2,919
Total current liabilities	18		40			2,979						3,037

Long-term debt, excluding current maturities			392			4,722						5,114
Long-term intercompany debt	2,509		1,059					$	(3,568	)		—
Postretirement and pension liabilities						519						519
Other non-current liabilities			347			367						714
Commitments and contingent liabilities
Noncontrolling interests						314						314
Crown Holdings shareholders’ equity/(deficit)	798		2,023			4,649		(6,672		)		798
Total equity/(deficit)	798		2,023			4,963		(6,672		)		1,112
Total	$	3,325	$	3,861		$	13,550	$	(10,240	)		$	10,496

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2016

(in millions)



	Parent		Issuer		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents					$	559				$	559
Receivables, net					865					865
Inventories					1,245					1,245
Prepaid expenses and other current assets	$	1			171					172
Total current assets	1		—		2,840					2,841

Intercompany debt receivables					3,447		$	(3,447	)	—
Investments	2,857		$	2,915			(5,772		)	—
Goodwill and intangible assets, net					3,263					3,263
Property, plant and equipment, net					2,820					2,820
Other non-current assets			447		228					675
Total	$	2,858	$	3,362	$	12,598	$	(9,219	)	$	9,599

Liabilities and equity
Current liabilities
Short-term debt					$	33				$	33
Current maturities of long-term debt					161					161
Accounts payable and accrued liabilities	$	23	$	40	2,639					2,702
Total current liabilities	23		40		2,833					2,896

Long-term debt, excluding current maturities			392		4,325					4,717
Long-term intercompany debt	2,469		978				$	(3,447	)	—
Postretirement and pension liabilities					620					620
Other non-current liabilities			358		340					698
Commitments and contingent liabilities
Noncontrolling interests					302					302
Crown Holdings shareholders’ equity/(deficit)	366		1,594		4,178		(5,772		)	366
Total equity/(deficit)	366		1,594		4,480		(5,772		)	668
Total	$	2,858	$	3,362	$	12,598	$	(9,219	)	$	9,599

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2017

(in millions)



	Parent			Issuer			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	(4	)	$	(23	)	$	551		$	(36	)	$	488
Cash flows from investing activities
Capital expenditures							(282		)				(282		)
Proceeds from sale of property, plant and equipment							8						8
Intercompany investing activities	235									(235		)	—
Other							(15		)				(15		)
Net cash provided by/(used for) investing activities	235						(289		)	(235		)	(289		)
Cash flows from financing activities
Proceeds from long-term debt							1,054						1,054
Payments of long-term debt							(1,100		)				(1,100		)
Net change in revolving credit facility and short-term debt							22						22
Net change in long-term intercompany balances	100			23			(123		)				—
Debt issue costs							(15		)				(15		)
Common stock issued	8												8
Common stock repurchased	(339		)										(339		)
Dividends paid							(271		)	271			—
Dividend paid to noncontrolling interests							(68		)				(68		)
Foreign exchange derivatives related to debt							38						38
Net cash provided by/(used for) financing activities	(231		)	23			(463		)	271			(400		)
Effect of exchange rate changes on cash and cash equivalents							16						16
Net change in cash and cash equivalents	—			—			(185		)	—			(185		)
Cash and cash equivalents at January 1							559						559
Cash and cash equivalents at September 30	$	—		$	—		$	374		$	—		$	374

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2016

(in millions)



	Parent			Issuer			Non- Guarantors			Eliminations			Total Company
Net cash provided by/(used for) operating activities	$	6		$	(86	)	$	466		$	(10	)	$	376
Cash flows from investing activities
Capital expenditures							(244		)				(244		)
Proceeds from sale of property, plant and equipment							6						6
Intercompany investing activities	150									(150		)	—
Other							10						10
Net cash provided by/(used for) investing activities	150						(228		)	(150		)	(228		)
Cash flows from financing activities
Proceeds from long-term debt							1,379						1,379
Payments of long-term debt							(1,810		)				(1,810		)
Net change in revolving credit facility and short-term debt							108						108
Net change in long-term intercompany balances	(156		)	86			70						—
Debt issue costs							(16		)				(16		)
Common stock issued	8												8
Common stock repurchased	(8		)										(8		)
Dividends paid							(160		)	160			—
Contribution from noncontrolling interests							1						1
Dividend paid to noncontrolling interests							(43		)				(43		)
Foreign exchange derivatives related to debt							53						53
Net cash provided by/(used for) financing activities	(156		)	86			(418		)	160			(328		)
Effect of exchange rate changes on cash and cash equivalents							(11		)				(11		)
Net change in cash and cash equivalents	—			—			(191		)	—			(191		)
Cash and cash equivalents at January 1							717						717
Cash and cash equivalents at September 30	$	—		$	—		$	526		$	—		$	526

Crown Holdings, Inc.

Crown Americas, LLC, Crown Americas Capital Corp. IV and Crown Americas Capital Corp. V (collectively, the Issuer), 100% owned subsidiaries of the Company, have outstanding $1,000 principal amount of 4.5% senior notes due 2023 and $400 principal amount of 4.25% senior notes due 2026, which are fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent) and substantially all of its subsidiaries in the United States. The guarantors are 100% owned by the Company and the guarantees are made on a joint and several basis.

The following condensed combining financial statements:


•	statements of comprehensive income for the three and nine months ended September 30, 2017 and 2016 ,


•	balance sheets as of September 30, 2017 and December 31, 2016 , and


•	statements of cash flows for the nine months ended September 30, 2017 and 2016

are presented on the following pages to comply with the Company’s requirements under Rule 3-10 of Regulation S-X.

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME

For the three months ended September 30, 2017

(in millions)



	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	512		$	1,956					$	2,468
Cost of products sold, excluding depreciation and amortization						407			1,549						1,956
Depreciation and amortization						10			53						63
Selling and administrative expense			$	3		31			56						90
Restructuring and other									12						12
Income from operations			(3		)	64			286						347
Net interest expense			16			25			19						60
Technology royalty						(15		)	15						—
Foreign exchange			23									$	(23	)	—
Income/(loss) before income taxes			(42		)	54			252			23			287
Provision for / (benefit from) income taxes			(16		)	18			69			8			79
Equity earnings / (loss) in affiliates	$	177	67			110						(354		)	—
Net income	177		41			146			183			(339		)	208
Net income attributable to noncontrolling interests									(31		)				(31		)
Net income attributable to Crown Holdings	$	177	$	41		$	146		$	152		$	(339	)	$	177

Comprehensive income	$	220	$	37		$	184		$	245		$	(434	)	$	252
Comprehensive income attributable to noncontrolling interests									(32		)				(32		)
Comprehensive income attributable to Crown Holdings	$	220	$	37		$	184		$	213		$	(434	)	$	220

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME

For the three months ended September 30, 2016

(in millions)



	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	513		$	1,813					$	2,326
Cost of products sold, excluding depreciation and amortization						404			1,434						1,838
Depreciation and amortization						9			54						63
Selling and administrative expense			$	2		34			54						90
Restructuring and other						10			10						20
Income from operations			(2		)	56			261						315
Loss from early extinguishment of debt			5						5						10
Net interest expense			15			22			19						56
Technology royalty						(13		)	13						—
Foreign exchange			9						(5		)	$	(9	)	(5		)
Income/(loss) before income taxes			(31		)	47			229			9			254
Provision for / (benefit from) income taxes			(12		)	13			44			3			48
Equity earnings / (loss) in affiliates	$	183	68			126						(377		)	—
Net income	183		49			160			185			(371		)	206
Net income attributable to noncontrolling interests									(23		)				(23		)
Net income attributable to Crown Holdings	$	183	$	49		$	160		$	162		$	(371	)	$	183

Comprehensive income	$	143	$	33		$	113		$	169		$	(293	)	$	165
Comprehensive income attributable to noncontrolling interests									(22		)				(22		)
Comprehensive income attributable to Crown Holdings	$	143	$	33		$	113		$	147		$	(293	)	$	143

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME

For the nine months ended September 30, 2017

(in millions)



	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	1,462		$	5,068					6,530
Cost of products sold, excluding depreciation and amortization						1,181			4,013						5,194
Depreciation and amortization						30			153						183
Selling and administrative expense			$	8		99			165						272
Restructuring and other						2			24						26
Income from operations			(8		)	150			713						855
Loss from early extinguishment of debt			6						1						7
Net interest expense			49			69			59						177
Technology royalty						(33		)	33						—
Foreign exchange			78			(1		)	5			$	(78	)	4
Income/(loss) before income taxes			(141		)	115			615			78			667
Provision for / (benefit from) income taxes			(54		)	38			167			27			178
Equity earnings / (loss) in affiliates	$	412	167			267						(846		)	—
Net income	412		80			344			448			(795		)	489
Net income attributable to noncontrolling interests									(77		)				(77		)
Net income attributable to Crown Holdings	412		80			344			371			(795		)	412

Comprehensive Income	$	687	$	83		$	429		$	787		$	(1,219	)	$	767
Comprehensive income attributable to noncontrolling interests									(80		)				(80		)
Comprehensive income attributable to Crown Holdings	$	687	$	83		$	429		$	707		$	(1,219	)	$	687

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME

For the nine months ended September 30, 2016

(in millions)



	Parent		Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net sales						$	1,468		$	4,893					$	6,361
Cost of products sold, excluding depreciation and amortization						1,174			3,876						5,050
Depreciation and amortization						25			163						188
Selling and administrative expense			$	7		102			166						275
Restructuring and other			(5		)	14			10						19
Income from operations			(2		)	153			678						829
Loss from early extinguishment of debt			32						5						37
Net interest expense			50			65			58						173
Technology royalty						(32		)	32						—
Foreign exchange			24						(22		)	$	(24	)	(22		)
Income/(loss) before income taxes			(108		)	120			605			24			641
Provision for / (benefit from) income taxes			(41		)	42			142			8			151
Equity earnings / (loss) in affiliates	$	431	165			268						(864		)	—
Net income	431		98			346			463			(848		)	490
Net income attributable to noncontrolling interests									(59		)				(59		)
Net income attributable to Crown Holdings	$	431	$	98		$	346		$	404		$	(848	)	$	431

Comprehensive income	$	310	$	88		$	299		$	378		$	(704	)	$	371
Comprehensive income attributable to noncontrolling interests									(61		)				(61		)
Comprehensive income attirbutable to Crown Holdings	$	310	$	88		$	299		$	317		$	(704	)	$	310

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of September 30, 2017

(in millions)



	Parent		Issuer		Guarantors		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents			$	47			$	327				$	374
Receivables, net					$	20	1,078					1,098
Intercompany receivables					35		8		$	(43	)	—
Inventories					345		1,085					1,430
Prepaid expenses and other current assets	$	1	1		17		232					251
Total current assets	1		48		417		2,730		(43		)	3,153

Intercompany debt receivables			2,818		3,379		1,032		(7,229		)	—
Investments	3,324		2,448		1,265				(7,037		)	—
Goodwill and intangible assets, net					467		3,095					3,562
Property, plant and equipment, net			1		529		2,536					3,066
Other non-current assets			11		545		159					715
Total	$	3,325	$	5,326	$	6,602	$	9,552	$	(14,309	)	$	10,496

Liabilities and equity
Current liabilities
Short-term debt							$	50				$	50
Current maturities of long-term debt			$	18	$	3	47					68
Accounts payable and accrued liabilities	$	18	17		626		2,258					2,919
Intercompany payables					8		35		$	(43	)	—
Total current liabilities	18		35		637		2,390		(43		)	3,037

Long-term debt, excluding current maturities			2,128		413		2,573					5,114
Long-term intercompany debt	2,509		1,702		2,782		236		(7,229		)	—
Postretirement and pension liabilities					391		128					519
Other non-current liabilities					356		358					714
Commitments and contingent liabilities
Noncontrolling interests							314					314
Crown Holdings shareholders’ equity/(deficit)	798		1,461		2,023		3,553		(7,037		)	798
Total equity/(deficit)	798		1,461		2,023		3,867		(7,037		)	1,112
Total	$	3,325	$	5,326	$	6,602	$	9,552	$	(14,309	)	$	10,496

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2016

(in millions)



	Parent		Issuer		Guarantors		Non- Guarantors		Eliminations			Total Company
Assets
Current assets
Cash and cash equivalents			$	83			$	476				$	559
Receivables, net			3		$	20	842					865
Intercompany receivables					33		6		$	(39	)	—
Inventories					313		932					1,245
Prepaid expenses and other current assets	$	1	2		13		156					172
Total current assets	1		88		379		2,412		(39		)	2,841

Intercompany debt receivables			2,703		3,234		690		(6,627		)	—
Investments	2,857		2,319		954				(6,130		)	—
Goodwill and intangible assets, net					469		2,794					3,263
Property, plant and equipment, net			1		496		2,323					2,820
Other non-current assets			3		464		208					675
Total	$	2,858	$	5,114	$	5,996	$	8,427	$	(12,796	)	$	9,599

Liabilities and equity
Current liabilities
Short-term debt							$	33				$	33
Current maturities of long-term debt			$	118			43					161
Accounts payable and accrued liabilities	$	23	32		$	577	2,070					2,702
Intercompany payables					6		33		$	(39	)	—
Total current liabilities	23		150		583		2,179		(39		)	2,896

Long-term debt, excluding current maturities			2,258		392		2,067					4,717
Long-term intercompany debt	2,469		1,328		2,624		206		(6,627		)	—
Postretirement and pension liabilities					422		198					620
Other non-current liabilities					381		317					698
Commitments and contingent liabilities
Noncontrolling interests							302					302
Crown Holdings shareholders’ equity/(deficit)	366		1,378		1,594		3,158		(6,130		)	366
Total equity/(deficit)	366		1,378		1,594		3,460		(6,130		)	668
Total	$	2,858	$	5,114	$	5,996	$	8,427	$	(12,796	)	$	9,599

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2017

(in millions)



	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net provided by/(used for) operating activities	$	(4	)	$	(46	)	$	90		$	525		$	(77	)	$	488
Cash flows from investing activities
Capital expenditures							(91		)	(191		)				(282		)
Proceeds from sale of property, plant and equipment							1			7						8
Intercompany investing activities	235												(235		)	—
Other							(20		)	5						(15		)
Net cash provided by/(used for) investing activities	235			—			(110		)	(179		)	(235		)	(289		)
Cash flows from financing activities
Proceeds from long-term debt				750			9			295						1,054
Payments of long-term debt				(1,010		)	(2		)	(88		)				(1,100		)
Net change in revolving credit facility and short-term debt				25						(3		)				22
Net change in long-term intercompany balances	100			259			13			(372		)				—
Debt issue costs				(14		)				(1		)				(15		)
Common stock issued	8															8
Common stock repurchased	(339		)													(339		)
Dividends paid										(312		)	312			—
Dividends paid to noncontrolling interests										(68		)				(68		)
Foreign exchange derivatives related to debt										38						38
Net cash provided by/(used for) financing activities	(231		)	10			20			(511		)	312			(400		)
Effect of exchange rate changes on cash and cash equivalents										16						16
Net change in cash and cash equivalents	—			(36		)	—			(149		)	—			(185		)
Cash and cash equivalents at January 1				83						476						559
Cash and cash equivalents at September 30	$	—		$	47		$	—		$	327		$	—		$	374

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2016

(in millions)



	Parent			Issuer			Guarantors			Non- Guarantors			Eliminations			Total Company
Net provided by/(used for) operating activities	$	6		$	(61	)	$	108		$	353		$	(30	)	$	376
Cash flows from investing activities
Capital expenditures							(81		)	(163		)				(244		)
Proceeds from sale of property, plant and equipment							1			5						6
Intercompany investing activities	150						150						(300		)	—
Other							10									10
Net cash provided by/(used for) investing activities	150			—			80			(158		)	(300		)	(228		)
Cash flows from financing activities
Proceeds from long-term debt				700						679						1,379
Payments of long-term debt				(1,100		)				(710		)				(1,810		)
Net change in revolving credit facility and short-term debt				60						48						108
Net change in long-term intercompany balances	(156		)	352			(187		)	(9		)				—
Debt issue costs				(7		)				(9		)				(16		)
Common stock issued	8															8
Common stock repurchased	(8		)													(8		)
Dividends paid										(330		)	330			—
Dividends paid to noncontrolling interests										(43		)				(43		)
Contributions from noncontrolling interests										1						1
Foreign exchange derivatives related to debt										53						53
Net cash provided by/(used for) financing activities	(156		)	5			(187		)	(320		)	330			(328		)
Effect of exchange rate changes on cash and cash equivalents										(11		)				(11		)
Net change in cash and cash equivalents	—			(56		)	1			(136		)	—			(191		)
Cash and cash equivalents at January 1				104						613						717
Cash and cash equivalents at September 30	$	—		$	48		$	1		$	477		$	—		$	526

Crown Holdings, Inc.

PART I - FINANCIAL INFORMATION

Item 2. 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, 2017 compared to 2016 and changes in financial condition and liquidity from December 31, 2016. 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, 2016, 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 grow its businesses in targeted international growth markets, while improving operations and results in more mature markets through disciplined pricing, cost control and careful capital allocation.

The Company's global beverage can business continues to be the major strategic focus for organic growth. For several years, industry demand for beverage cans has been growing globally and this is expected to continue in the coming years. While emerging markets such as Southeast Asia and Mexico have experienced higher growth rates due to rising per capita incomes and accompanying increases in beverage consumption, the more mature economies in Europe and North America have also seen market expansion. This is being propelled by the growth of beverages such as energy drinks, teas, juices, sparkling waters and craft beer and an increased preference for cans over certain other forms of beverage packaging. In addition, the Company's acquisition of Empaque in 2015 significantly increased its strategic position in beverage cans and its presence in the growing Mexican market.

Global food and aerosol can sales unit volumes have been stable to declining in recent years primarily due to lower consumer spending. The Company continues to benefit from the 2014 acquisition of Mivisa which provided the Company the leading position in Spain, a major European agricultural market.

While the opportunity for organic volume growth in the Company's mature markets is not comparable to that in targeted international growth markets, the Company continues to generate strong returns on invested capital and significant cash flow from these businesses. The Company monitors capacity across all of its businesses and, where necessary, may take action such as closing a plant or reducing headcount to better manage its costs. Any or all of these actions may result in additional restructuring charges in the future, which may be material.

Aluminum and steel prices can be subject to significant volatility and there has not been a consistent and predictable trend in pricing. As part of the Company's efforts to manage cost, it attempts to pass-through increases in the cost of aluminum and steel to its customers. The Company's ability to pass-through aluminum premium costs to its customers varies by market. There can be no assurance that the Company will be able to recover from its customers the impact of any such increased costs.

The Company also continues to identify and evaluate select growth opportunities through capacity additions in existing plants, new plants in markets that it already knows and understands, and potential strategic acquisitions in geographic areas and product lines in which it already operates or that complement its existing businesses.

Results of Operations

In assessing performance, the key performance measure used by the Company is segment income, a non-GAAP measure generally defined by the Company as income from operations adjusted to add back provisions for asbestos and restructuring and other, the impact of fair value adjustments related to the sale of inventory acquired in an acquisition and the timing impact of hedge ineffectiveness.

Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued)

The foreign currency translation impacts referred to below were primarily due to changes in the euro and pound sterling in the Company's European businesses, the Brazilian real, Canadian dollar and Mexican peso in the Company's Americas segments and the Chinese renminbi and Thai baht in the Company's Asia Pacific segment. The Company calculates the impact of foreign currency translation by multiplying or dividing, as appropriate, current year U.S. dollar results by the current year average foreign exchange rates and then multiplying or dividing, as appropriate, those amounts by the applicable prior year average foreign exchange rates.

Net Sales and Segment Income



	Three Months Ended						Nine Months Ended
	September 30						September 30
	2017			2016			2017			2016
Net sales	$	2,468		$	2,326		$	6,530		$	6,361
Beverage cans and ends as a percentage of net sales	55		%	56		%	58		%	58		%
Food cans and ends as a percentage of net sales	31		%	30		%	27		%	27		%

Three and nine months ended September 30, 2017 compared to 2016

Net sales increased primarily due to the pass-through of higher raw material costs and higher global beverage, food and aerosol can sales unit volumes. Additionally, net sales would have been $38 lower for the three months ended September 30, 2017 and $64 higher for the nine months ended September 30, 2017 using exchange rates in effect during 2016.

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 are mature markets which have experienced stable volumes in recent years. In Brazil, Mexico and Colombia, 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.

In December 2016, the Company began commercial production at a new beverage can plant in Monterrey, Mexico that is capable of producing multiple can sizes. Additionally, in the first half of 2017, the Company began commercial shipments from its new beverage can plant in Nichols, New York. In addition to enhancing the Company's presence in specialty beverage can sizes, the plant provides an attractive cost platform, including reduced freight, from which to serve customers in the northeastern region of the U.S. and eastern region of Canada. In June 2017, the Company completed a capacity expansion project in Colombia. The Company has also announced plans to construct a one-furnace glass bottle facility in Chihuahua, Mexico, which is expected to be operational in the first half of 2018.

Net sales and segment income in the Americas Beverage segment are as follows:



	Three Months Ended				Nine Months Ended
	September 30				September 30
	2017		2016		2017		2016
Net sales	$	763	$	719	$	2,166	$	2,068
Segment income	131		119		345		329

Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued)

Three and nine months ended September 30, 2017 compared to 2016

Net sales increased primarily due to the pass-through of higher aluminum costs of $26 and $97 and 2% higher sales unit volume. Net sales would have been $11 lower for the three months ended September 30, 2017 and $13 higher for the nine months ended September 30, 2017 using exchange rates in effect during 2016.

Segment income increased primarily due to higher sales unit volumes and geographic mix, partially offset by start-up costs associated with the Company's new facility in Nichols, New York.

North America Food

The North America Food segment manufactures steel and aluminum food cans and ends and metal vacuum closures and supplies a variety of customers from its operations in the U.S., Canada and Mexico. The North American food can and closures market is a mature market which has experienced stable to slightly declining volumes in recent years.

Net sales and segment income in the North America Food segment are as follows:



	Three Months Ended				Nine Months Ended
	September 30				September 30
	2017		2016		2017		2016
Net sales	$	194	$	190	$	514	$	504
Segment income	23		25		61		57

Three months ended September 30, 2017 compared to 2016

Net sales increased primarily due to the pass-through of higher raw material costs. Segment income decreased primarily due to product mix.

Nine months ended September 30, 2017 compared to 2016

Net sales increased primarily due to 3% higher sales unit volumes and the pass-through of higher raw material costs.

Segment income in 2016 included a negative impact from steel purchased in 2015 being converted and sold at lower prevailing prices in 2016.

European Beverage

The Company's European Beverage segment manufactures steel and 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.

In the fourth quarter of 2016, a second line at the Osmaniye, Turkey plant began commercial production in response to growing demand for multiple can sizes. In addition, the Company completed the conversion of its plant in Custines, France, from steel to aluminum with the start-up of the second high-speed line in April 2017. The Company has also announced plans to construct a new plant in the Valencia region of Spain which will facilitate the conversion from steel to aluminum beverage cans. Production is expected to commence during the fourth quarter of 2018.

Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued)

Net sales and segment income in the European Beverage segment are as follows:



	Three Months Ended				Nine Months Ended
	September 30				September 30
	2017		2016		2017		2016
Net sales	$	428	$	413	$	1,133	$	1,129
Segment income	78		83		201		204

Three and nine months ended September 30, 2017 compared to 2016

Net sales increased primarily due to the pass-through of higher raw material costs and 2% higher sales unit volumes, with higher volumes in Europe partially offset by lower volumes in the Middle East. Net sales would have been $7 lower for the three months ended September 30, 2017 and $19 higher for the nine months ended September 30, 2017 using exchange rates in effect during 2016.

Segment income decreased primarily due to lower sales in the Middle East being partially offset by higher sales unit volumes in Europe.

European Food

The European Food segment manufactures steel and aluminum food cans, ends and metal vacuum closures, and supplies a variety of customers from its operations throughout Europe and Africa. The European food can market is a mature market which has experienced stable to slightly declining volumes in recent years. In 2016, the Company announced the closure of two European Food facilities in an effort to reduce cost by eliminating excess capacity and consolidating manufacturing processes.

Net sales and segment income in the European Food segment are as follows:



	Three Months Ended				Nine Months Ended
	September 30				September 30
	2017		2016		2017		2016
Net sales	$	639	$	599	$	1,477	$	1,459
Segment income	96		96		210		212

Three and nine months ended September 30, 2017 compared to 2016

Net sales increased primarily due to the pass-through of higher tinplate costs. Net sales would have been $18 lower for the three months ended September 30, 2017 and $15 higher for the nine months ended September 30, 2017 using exchange rates in effect during 2016.

For the three months ended September 30, 2017, segment income was comparable, mainly due to the benefit of prior year restructuring actions and improved cost performance offsetting the negative impact of product mix.

For the nine months ended September 30, 2017, segment income decreased primarily due to the impact of product mix, partially offset by improved cost performance and the benefit of prior year restructuring actions.

Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued)

Asia Pacific

The Company's Asia Pacific segment primarily consists of beverage can operations in Cambodia, China, Indonesia, Malaysia, Singapore, Thailand and Vietnam and also includes the Company's non-beverage can operations, primarily food cans and specialty packaging in China, Singapore, Thailand and Vietnam. In recent years, the beverage can market in Asia has been growing. The Company's third beverage can plant in Cambodia began commercial production in the second quarter of 2016. Additionally, the Company commenced commercial production at a new beverage can facility in Jakarta, Indonesia, and a second line at the beverage can plant in Danang, Vietnam, in June and October 2017. A new beverage can plant in Yangon, Myanmar is scheduled for start-up in the first half of 2018. The Company also announced the closure of its Shanghai and Beijing beverage can facilities in 2016 and 2017 in an effort to reduce cost by consolidating manufacturing processes in China.

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



	Three Months Ended				Nine Months Ended
	September 30				September 30
	2017		2016		2017		2016
Net sales	$	300	$	281	$	865	$	839
Segment income	40		37		124		111

Three and nine months ended September 30, 2017 compared to 2016

Net sales increased primarily due to 12% and 8% higher sales unit volume in Southeast Asia, partially offset by a sales unit volume decrease related to the closure of the Shanghai and Beijing beverage can facilities. Net sales would have been $6 higher for the nine months ended September 30, 2017 using exchange rates in effect during 2016.

Segment income increased primarily due to increased sales unit volumes and improved cost performance related to the closure of the Shanghai and Beijing beverage can facilities, partially offset by higher raw material costs.

Non-reportable Segments

The Company's non-reportable segments include its European aerosol can and specialty packaging business, its North American aerosol can business and its tooling and equipment operations in the U.S. and U.K. In recent years, the Company's aerosol can and specialty packaging businesses have experienced slightly declining volumes.

Net sales and segment income in non-reportable segments are as follows:



	Three Months Ended				Nine Months Ended
	September 30				September 30
	2017		2016		2017		2016
Net sales	$	144	$	124	$	375	$	362
Segment income	20		19		52		52

Three and nine months ended September 30, 2017 compared to 2016

Net sales increased primarily due to the pass-through of higher raw material costs in the Company's global aerosol businesses.

Segment income was comparable in each period.

Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued)

Corporate and Unallocated Expense



	Three Months Ended						Nine Months Ended
	September 30						September 30
	2017			2016			2017			2016
Corporate and unallocated expense	$	(29	)	$	(44	)	$	(112	)	$	(117	)

For the three months ended September 30, 2017, corporate and unallocated decreased primarily due to lower pension expense, technology and other general corporate costs.

For the nine months ended September 30, 2017, corporate and unallocated expenses decreased primarily due to the timing impact of hedge ineffectiveness, which was a charge of $2 for the nine months ended September 30, 2017 compared to a benefit of $6 for the nine months ended September 30, 2016.

Cost of Products Sold (Excluding Depreciation and Amortization)

For the three and nine months ended September 30, 2017 compared to 2016, cost of products sold (excluding depreciation and amortization) increased from $1,838 to $1,956 and from $5,050 to $5,194 primarily due to the impact of higher raw material costs. Cost of products sold would have been $30 lower for the three months ended September 30, 2017 and $49 higher for the nine months ended September 30, 2017 using exchange rates in effect for 2016.

Depreciation and Amortization

For the nine months ended September 30, 2017 compared to 2016, depreciation and amortization expense decreased from from $188 to $183 primarily due to the impact of foreign currency translation.

Selling and Administrative Expense

For the nine months ended September 30, 2017 compared to 2016, selling and administrative expense decreased from $275 to $272 primarily due to the impact of foreign currency translation partially offset by higher corporate costs.

Interest Expense

For the three and nine months ended September 30, 2017 compared to 2016, interest expense increased from $59 to $64 and from $181 to $187 primarily due to increased average borrowing rates.

Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued)

Taxes on Income

The Company's effective income tax rate was as follows:



	Three Months Ended						Nine Months Ended
	September 30						September 30
	2017			2016			2017			2016
Income before income taxes	$	287		$	254		$	667		$	641
Provision for income taxes	79			48			178			151
Effective income tax rate	28		%	19		%	27		%	24		%

The low effective income tax rate in 2016 was primarily due to a benefit recognized in the third quarter of 2016 to release the valuation allowance against the Company's net deferred tax assets in Canada as further discussed in Note N to the consolidated financial statements.

Net Income Attributable to Noncontrolling Interests

For the three and nine months ended September 30, 2017 compared to 2016, net income attributable to noncontrolling interests increased from $23 to $31 and from $59 to $77 primarily due to higher earnings in the Company's beverage can operations in Brazil.

Liquidity and Capital Resources

Cash from Operations

Cash provided by operating activities increased from $ 376 for the nine months ended September 30, 2016 to $488 for the nine months ended September 30, 2017 primarily due to higher income from operations and lower pension contributions.

Days sales outstanding for trade receivables increased from 41 days at September 30, 2016 to 42 days at September 30, 2017.

Inventory turnover was 66 days at September 30, 2016 compared to 68 days at September 30, 2017. Inventory turnover at September 30, 2017 increased compared to 66 days at December 31, 2016 due to seasonality in the Company's food and beverage can businesses. The food can business is seasonal with the first quarter tending to be the slowest period as the autumn packaging period in the Northern Hemisphere has ended and new crops are not yet planted. The industry enters its busiest period in the the third quarter when the majority of fruits and vegetables in the Northern Hemisphere are harvested. Due to this seasonality, inventory levels increase in the first half of the year to meet peak demand in the second and third quarters. The beverage can business is also seasonal with inventory levels generally increasing in the first half of the year to meet peak demand in the summer months in the Northern Hemisphere.

Days outstanding for trade payables was 94 days at September 30, 2016 compared to 108 days at September 30, 2017 primarily due to higher raw material costs.

Investing Activities

Cash used for investing activities increased from $ 228 for the nine months ended September 30, 2016 to $289 in 2017 primarily due to an increase in capital expenditures. The Company currently expects capital expenditures for 2017 to be approximately $450.

Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued)

Financing Activities

Cash used for financing activities increased from $328 for the nine months ended September 30, 2016 to $400 in 2017 primarily due to repurchases of the Company's common stock and higher dividends paid to noncontrolling interest partially offset by lower debt payments. In 2016, financing activities primarily included borrowings under the Company’s term loan and revolving credit facilities which were used together with cash on hand to redeem the Company's $700 6.25% senior notes due 2021.

Liquidity

As of September 30, 2017 , $311 of the Company's $374 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 in the U.S., distributions from certain foreign subsidiaries, borrowings under its revolving credit facility and the acceleration of cash receipts under its receivable securitization facilities. The Company records current and/or deferred U.S. taxes for the earnings of certain foreign subsidiaries. For certain other foreign subsidiaries, the Company considers earnings indefinitely reinvested and has not recorded any U.S. taxes. Of the cash and cash equivalents located outside the U.S., $242 was held by subsidiaries

for which earnings are considered indefinitely reinvested. While based on current operating plans the Company does not foresee a need to repatriate these funds, if such earnings were repatriated the Company would be required to record any incremental U.S. taxes on the repatriated funds.

As of September 30, 2017 , the Company had $1,310 of borrowing capacity available under its revolving credit facility, equal to the total facility of $1,400 less borrowings of $49 and $41 of outstanding standby letters of credit. The Company could have borrowed this amount at September 30, 2017 and still have been in compliance with its leverage ratio covenants.

Capital Resources

As of September 30, 2017 , the Company had approximately $113 of capital commitments primarily related to its Americas Beverage segment. The Company expects to fund these commitments primarily through cash flows generated from operations and to fund any excess needs through external borrowings.

Contractual Obligations

During the first nine months of 2017, 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, 2016 , which information is incorporated herein by reference, except for the April 2017 debt issuances and repayments described in Note I to the consolidated financial statements included in this Quarterly Report on Form 10-Q.

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 K , 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.

Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued)

Critical Accounting Policies

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States which require that management make numerous estimates and assumptions.

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, 2016 describe the significant accounting estimates and policies used in the preparation of the consolidated financial statements. There have been no significant changes in the Company's critical accounting policies during the first nine months of 2017. The discussion below supplements the discussion from the Company's Annual Report on Form 10-K for the year ended December 31, 2016 with respect to goodwill.

Goodwill Impairment

As of October 1, 2016, the estimated fair values of the European Aerosols and Specialty Packaging and the North America Food reporting units were 25% and 26% higher than their carrying values. These reporting units operate in low-growth environments with multiple competitors, which could result in lower selling prices. In addition, shifts in consumer demand could result in lower volumes. While the Company believes current Adjusted EBITDA projections are reasonable, the reporting units' ability to maintain or grow Adjusted EBITDA could be negatively impacted by the above factors. If Adjusted EBITDA of the European Aerosols and Specialty Packaging and the North America Food reporting units decreased by 15% and 13%, the fair value of these reporting units would approximate carrying value. To the extent future operating results were to decline, causing the estimated fair values to fall below carrying values, it is possible that an impairment charge of up to $95 for the European Aerosols and Specialty Packaging reporting unit and $118 for the North America Food reporting unit could be recorded.

Forward Looking Statements

Statements included herein in “Management's Discussion and Analysis of Financial Condition and Results of Operations,” including, but not limited to, in the discussions of asbestos in Note J and commitments and contingencies in Note K 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 fiscal year ended December 31, 2016, which are not historical facts (including any statements concerning plans and objectives of management for capacity additions, share repurchases, dividends, 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 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 Securities and Exchange Commission (“SEC”), the Company does not intend to review or revise any particular forward-looking statement in light of future events.

Crown Holdings, Inc.

Item 2. Management's Discussion and Analysis (Continued)

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, 2016 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 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.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business the Company is subject to risk from adverse fluctuations in foreign exchange and 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. The Company is exposed to credit loss in the event of nonperformance by the counterparties. These instruments are not used for trading or speculative purposes. The extent to which the Company uses such instruments is dependent upon its access to these contracts in the financial markets and its success in using other methods, such as netting exposures in the same currencies to mitigate foreign exchange risk and using sales arrangements that permit the pass-through of commodity prices and foreign exchange rate risks to customers. The Company's objective in managing its exposure to market risk is to limit the impact on earnings and cash flow. For further discussion of the Company's use of derivative instruments and their fair values at September 30, 2017, see Note G to the consolidated financial statements included in this Quarterly Report on Form 10-Q.

As of September 30, 2017, the Company had $1.2 billion principal floating interest rate debt. A change of 0.25% in these floating interest rates would change annual interest expense by approximately $3 million before tax.


Item 4.	Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, management, including the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that evaluation and as of the end of the quarter for which this report is made, the Company's Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective. Disclosure controls and procedures ensure that information to be disclosed in reports that the Company files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and terms of the Securities and Exchange Commission, and ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There has been no change in internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Crown Holdings, Inc.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding the Company's potential asbestos-related liabilities and other litigation, see Note J entitled “Asbestos-Related Liabilities” and Note K entitled “Commitments and Contingent Liabilities” to the consolidated financial statements within Item 1 of this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

Item 1A. Risk Factors

The information set forth in this report should be read in conjunction with the risk factors discussed in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and in Item 1A of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. The risks described in the Company's Quarterly Report on Form 10-Q are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company's business, financial condition and/or operating results.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

The following table provides information about the Company's purchase of equity securities during the three months ended September 30, 2017.



	Total Number of Shares Purchased	Average Price Per Share	Total Number of Shares Purchased as Part of Publicly Announced Programs ⁽¹⁾	Approximate Dollar Value of Shares that May Yet Be Purchased under the Programs As of the end of the period (millions of dollars)

July	128,724	$59.66	128,724	$712
August	297,059	$57.30	297,059	$695
September	433,330	$59.91	433,330	$669
Total	859,113	$58.97	859,113	$669

(1)

The shares were repurchased pursuant to the December 2016 authorization of the Company's Board of Directors which authorized the repurchase of an aggregate amount of $1 billion of the Company's common stock through the end of 2019. Share repurchases under the Company's programs may be made in the open market or through privately negotiated transactions, and at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. As of September 30, 2017, $669 million of the Company’s outstanding common stock may be repurchased under the program.

Item 3. Defaults Upon Senior Securities

There were no events required to be reported under Item 3 for the nine months ended September 30, 2017.

Item 4. Mine Safety Disclosures

Not applicable.

Crown Holdings, Inc.

Item 5. Other Information

None.

Item 6. Exhibits




31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Timothy J. Donahue, President and Chief Executive Officer of Crown Holdings, Inc. and Thomas A. Kelly, Senior Vice President and Chief Financial Officer of Crown Holdings, Inc.

101	The following financial information from the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016, (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016, (iii) Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016, (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016, (v) Consolidated Statements of Changes in Equity for the nine months ended September 30, 2017 and 2016 and (vi) Notes to Consolidated Financial Statements.

Crown Holdings, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




		Crown Holdings, Inc. Registrant

By:		/s/ David A. Beaver
		David A. Beaver
		Vice President and Corporate Controller
		(Chief Accounting Officer)

Date: October 27, 2017

TABLE OF CONTENTS

Part I - Financial Informationprint Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 2. Management's Discussion and Analysis (continued)print Item 2. Management's Discussion and Analysisprint Item 3. Quantitative and Qualitative Disclosures About Market Riskprint Item 4. Controls and Proceduresprint Part II Other Informationprint Item 1. Legal Proceedingsprint Item 1A. Risk Factorsprint Item 2. Unregistered Sale Of Equity Securities and Use Of Proceedsprint Item 3. Defaults Upon Senior Securitiesprint Item 4. Mine Safety Disclosuresprint Item 5. Other Informationprint Item 6. Exhibitsprint

Exhibits

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Timothy J. Donahue, President and Chief Executive Officer of Crown Holdings, Inc. and Thomas A. Kelly, Senior Vice President and Chief Financial Officer of Crown Holdings, Inc.

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS
Timothy J Donahue	62	Timothy Donahue . Mr. Donahue was elected Chairman by the Board following the 2022 Annual Meeting and assumed the position of CEO of the Company in 2016. He has served as a member of the Board since 2015 and in other executive positions with the Company for over 34 years. He gives the Board seasoned leadership and an in-depth knowledge of the Company, especially its international business. He also brings to the Board an intimate understanding of the operations and finances of the Company from his prior experience as the Company’s Chief Operating Officer and Chief Financial Officer.
Stephen J Hagge	73	Stephen Hagge . Mr. Hagge, who was named as the Company’s Independent Lead Director and Chair of the Nominating and Corporate Governance Committee in February 2025, brings to the Board substantial leadership and management experience in the packaging industry, public company governance, operations, international business, strategic initiatives and risk management from his roles as former CEO, CFO and COO of an NYSE-listed global packaging manufacturer. Mr. Hagge also serves as Chairman of another NYSE-listed company.	CF Industries Holdings, Inc.
Marsha C Williams	73	Marsha Williams . Ms. Williams brings to the Board extensive experience in strategic planning, corporate finance, operations, mergers and acquisitions, investor relations, information technology, liquidity management, risk management and corporate governance through her prior roles as Chief Financial Officer and Chief Administrative Officer of companies in diverse industries. Ms. Williams also serves as Chairperson of one publicly-listed company and as a director of another with global operations. In these roles, Ms. Williams has accumulated extensive knowledge of corporate governance, global finance, capital management, internal controls and human resources, including significant experience in the financial markets in which the Company competes for financing. Ms. Williams was named as Chair of the Compensation Committee in February 2025.
Dwayne A Wilson	66	Dwayne Wilson . Mr. Wilson brings to the Board over 36 years of senior management experience at a leading NYSE-listed construction and engineering company. Mr. Wilson has gained a broad range of experience and exposure to a number of diverse end markets, and the Company benefits from his knowledge and perspective, particularly in the areas of manufacturing, technology, operational excellence and engineering. Mr. Wilson also serves as a director of three other publicly-listed companies .	STERLING CONSTRUCTION CO INC
Caesar F Sweitzer	74	Caesar Sweitzer . Mr. Sweitzer spent over 35 years in finance, primarily as an investment banker focusing on industrial companies. Mr. Sweitzer brings to the Board significant knowledge of the global packaging industry as well as finance and investment matters, such as acquisitions, dispositions and corporate finance. Mr. Sweitzer’s experience qualifies him as an “audit committee financial expert” within the meaning of SEC regulations.
Angela M Snyder	60	Angela Snyder . Ms. Snyder brings to the Board extensive experience in the banking sector, leadership and management, strategic planning, risk management and corporate governance. She serves as President and as a Director of a NASDAQ-listed financial holding company and as President of its banking subsidiary. She possesses more than 30 years of experience in the financial services industry.
Andrea J Funk Executive	55	Executive Vice President and Chief Financial Officer of EnerSys; former Chief Executive Officer of Cambridge-Lee Industries

Name and Position	Year	Salary	Grant Date Projected Value of Unvested Restricted Stock Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value	All Other Compensation	Total Compensation
Timothy Donahue President and Chief Executive Officer	2024	$1,425,000	$7,979,960	$4,132,500	$0	$80,690	$13,618,150
	2023	1,370,000	7,671,945	2,820,488	0	65,790	11,928,223
	2022	1,315,000	7,364,000	599,969	0	21,167	9,300,136

Customer name	Ticker
Constellation Brands, Inc.	STZ
Flowers Foods, Inc.	FLO
Graphic Packaging Holding Company	GPK

Supplier name	Ticker
Honeywell International Inc.	HON
3M Company	MMM
The Sherwin-Williams Company	SHW
Ecolab Inc.	ECL
Waste Management, Inc.	WM
DuPont de Nemours, Inc.	DD
Dow Inc.	DOW
PPG Industries, Inc.	PPG

Owner	Position	Direct Shares	Indirect Shares
DONAHUE TIMOTHY J	-	579,743	761
DONAHUE TIMOTHY J	-	571,178	769
Gifford Gerard H	-	130,807	5,807
Gifford Gerard H	-	123,399	5,703
CLOTHIER KEVIN CHARLES	-	61,002	360
Madeksza Matt	-	22,494	0
Baila Carlos	-	16,611	0
MILLER JAMES H	-	12,424	0
FEARON RICHARD H	-	10,895	16
Kalaus Christy L.	-	7,500	0
WILLIAMS MARSHA C	-	5,204	0
Kalaus Christy L.	-	4,500	0

CCK 10-Q Quarter ended Sept. 30, 2017

Exhibits