CROWN HOLDINGS, INC.

Previous wording

The following discussion presents management's analysis of the results of operations for the three and nine months ended September 30, 2025 compared to 2024 and changes in financial condition and liquidity from December 31, 2024. 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, 2024, along with the consolidated financial statements and related notes included in and referred to within this report.

Current wording

The following discussion presents management's analysis of the results of operations for the three months ended March 31, 2026 compared to 2025 and changes in financial condition and liquidity from December 31, 2025. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, along with the consolidated financial statements and related notes included in and referred to within this report.

Previous wording

Global industry demand for beverage cans has been growing in recent years in North America, Brazil and Europe. Growth has been driven by new product introductions, customer and consumer focus on the sustainability benefits of aluminum and population and GDP growth in many markets. To meet such demand, the Company made long-term investments in excess of $2,000 for new manufacturing facilities and additional production lines in existing facilities since 2019. Based on current market conditions, the Company expects to have the ability to meet expected demand growth with its current installed capital base and expects capital spending to be approximately $400 in 2025.

Current wording

Global industry demand for beverage cans has been growing in recent years in North America, Brazil and Europe. Growth has been driven by new product introductions, customer and consumer focus on the sustainability benefits of aluminum and population and GDP growth in many markets. To meet such demand, the Company made long-term investments of at least $2,000 for new manufacturing facilities and additional production lines in existing facilities since 2019. Capital spending to support our growth objectives is estimated at $550 in 2026.

Previous wording

The Company's strategy is anchored by strong cash flow generation and a healthy balance sheet with a long-term net leverage ratio target of 2.5x adjusted EBITDA (a non-GAAP measure). The Company believes it has the flexibility and resources to fund growth, repay debt and return excess cash flow to shareholders in the future. On July 25, 2024, the Company's Board of Directors authorized the repurchase of an aggregate amount of $2,000 of the Company's common stock through the end of 2027, with approximately $1,500 remaining on the program.

Current wording

The Company's strategy is anchored by strong cash flow generation and a healthy balance sheet with a long-term net leverage target of 2.5x adjusted EBITDA (a non-GAAP measure). The Company believes it has the flexibility and resources to fund growth, repay debt and return excess cash flow to shareholders. On July 25, 2024, the Company's Board of Directors authorized the repurchase of an aggregate amount of $2,000 of the Company's common stock through the end of 2027. As of March 31, 2026, the Company had approximately $1,100 remaining that may yet be purchased under the program.

Previous wording

The Company continues to actively elevate its commitment to sustainability. In 2020, the Company introduced Twentyby 30, a robust program that outlines twenty measurable, science based, environmental, social and governance goals to be completed by 2030. In 2024, the Company garnered recognition for its commitment to integrate sustainability into all aspects of the organization, including the top spot within the Sustainalytics "Container and Packaging" industry category.

Current wording

The Company continues to actively elevate its commitment to sustainability, which is a core focus of the Company. In 2020, the Company introduced Twentyby 30, a robust program that outlines twenty measurable, science based, environmental, social and governance goals to be completed by 2030. The Company was honored as one of Forbes' Net Zero Leaders for 2025, a recognition that reflects the commitment and hard work of the global organization, driving meaningful and consistent progress toward the Company's sustainability goals.

Previous wording

The Company continues to actively manage the challenges of supply chain disruptions, foreign exchange, interest rate fluctuations, and inflationary pressures, including increasing costs for raw materials, energy and transportation. The Company generally attempts to mitigate aluminum and steel price risk by matching its purchase obligations with its sales agreements. Additionally, tariffs, retaliatory trade measures and further trade restrictions could result in higher raw material costs and a wide range of possible outcomes including impacts on consumers and industrial activity. The Company attempts to mitigate inflationary pressures on energy and raw material costs with contractual pass-through provisions that include annual selling price adjustments based on price indices. The Company also uses commodity forward contracts to manage its exposure to raw material costs. The ability to mitigate inflationary risks through these measures varies by region and the impact on the results of the Company’s segments is discussed, as applicable, under the heading "Results of Operations" below.

Current wording

The Company continues to actively manage the challenges of supply chain disruptions, foreign exchange, interest rate fluctuations, and inflationary pressures, including increasing costs for raw materials, energy and transportation. Additionally, tariffs, retaliatory trade measures and further trade restrictions could result in higher raw material costs and a wide range of possible outcomes including impacts on consumers and industrial activity. The Company attempts to mitigate inflationary pressures on energy and raw material costs with contractual pass-through provisions that include annual selling price adjustments based on price indices. The Company also uses commodity forward contracts to manage its exposure to raw material costs. The ability to mitigate inflationary risks through these measures varies by region and the impact on the results of the Company's segments is discussed, as applicable, under the heading "Results of Operations" below.

Previous wording

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

Current wording

To date the war between Russia and Ukraine and the conflicts in the Middle East, including the war in Iran, have not had a direct material impact on the Company's business, financial condition, or results of operations.

Previous wording

The foreign currency translation impacts referred to in the discussion below were primarily due to changes in the Mexican peso in the Company's Americas Beverage segment, the euro and the British pound in the Company's

Current wording

The foreign currency translation impacts referred to in the discussion below were primarily due to changes in the Mexican peso in the Company's Americas Beverage segment, the euro and the British pound in the Company's European Beverage segment, and the Thai baht in the Company's Asia Pacific segment. The Company's Transit

Previous wording

European Beverage segment, and the Thai baht in the Company's Asia Pacific segment. The Company's Transit Packaging segment is a global business and the foreign currency translation impacts referred to in the discussion below are primarily related to the euro, the Indian rupee, the Mexican peso and the Brazilian real.

Current wording

Packaging segment is a global business and the foreign currency translation impacts referred to in the discussion below are primarily related to the euro, the Indian rupee, the Swedish krona, and the Mexican peso.

Previous wording

Net sales increased primarily due to $104 from the pass-through of higher material costs, higher volumes in European Beverage and favorable foreign currency translation of $34, partially offset by lower volumes in Americas Beverage, Asia Pacific and Transit Packaging.

Current wording

Net sales increased primarily due to $234 from the pass-through of higher material costs, 5% higher beverage volumes, and favorable foreign currency translation of $74.

Previous wording

The U.S. and Canadian beverage can markets have experienced growth in recent years due to the introduction of new beverage products in cans versus other packaging formats. In Brazil and Mexico, the Company's 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 packing.

Current wording

The U.S. and Canadian beverage can markets have experienced growth in recent years due to the introduction of new beverage products in cans versus other packaging formats. In Brazil and Mexico, the Company's 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 packing. In May 2025, the Company announced it will add a new high-speed production line to its beverage can plant in Ponta Grossa, Brazil. The line is expected to commence commercial production in late 2026.

Previous wording

The Company's European Beverage segment manufactures aluminum beverage cans and ends and supplies a variety of customers from its operations throughout Europe, the Middle East and North Africa. In recent years, the European beverage can market has been growing due to consumer focus on sustainability benefits of aluminum and a market shift to cans versus other packaging formats.

Current wording

The Company's European Beverage segment manufactures aluminum beverage cans and ends and supplies a variety of customers from its operations throughout Europe, the Middle East and North Africa. In recent years, the European beverage can market has been growing due to consumer focus on sustainability benefits of aluminum and a market shift to cans versus other packaging formats. To meet volume requirements, the Company plans to add additional line capacity in Korinthos, Greece and Agoncillo, Spain in late 2026. In April 2026, the Company announced plans to construct a new two-line, high-speed beverage can plant in Northern India. This plant is expected to commence operations in the second half of 2027.

Previous wording

The Company's Asia Pacific segment consists of beverage can operations in Cambodia, China, Indonesia, Malaysia, Myanmar, Thailand and Vietnam and non-beverage can operations, primarily food cans and specialty packaging. Historically, growth in the beverage can market in Southeast Asia has been driven by increased per capita incomes and consumption, combined with an increased preference for cans over other forms of beverage packaging. In recent years, the Asia Pacific beverage can market has experienced some softness as the region struggles with the effects of higher inflation and interest rates.

Current wording

The Company's Asia Pacific segment consists of beverage can operations in Cambodia, China, Indonesia, Malaysia, Thailand and Vietnam and non-beverage can operations, primarily food cans and specialty packaging. Historically, growth in the beverage can market in Southeast Asia has been driven by increased per capita incomes and consumption, combined with an increased preference for cans over other forms of beverage packaging. In recent years, the Asia Pacific beverage can market has experienced some softness as the region struggles with the effects of higher inflation and interest rates.

Previous wording

For the three and nine months ended September 30, 2025 compared to 2024, Net sales increased primarily due to higher volumes of 12% and 9% and favorable foreign currency translation of $21 and $32. For the nine months ended September 30, 2025, Net sales was also positively impacted $38 from the pass-through of higher aluminum costs.

Current wording

Segment income increased primarily due to higher volumes.

Previous wording

Other includes the Company's food can, aerosol can and closures businesses in North America, and beverage tooling and equipment operations in the U.S. and U.K. The Company added a pet food can line to its Dubuque, Iowa plant in 2024. During the second quarter of 2024, the Company closed its food can plant in La Villa, Mexico.

Current wording

Other includes the Company's North America tinplate businesses: food can, aerosol can, and closures, and beverage tooling and equipment operations in the U.S. and U.K.

Previous wording

For the nine months ended September 30, 2025 compared to 2024, Net sales increased primarily due to 7% higher North America food can volumes and $33 from the pass-through of higher tinplate costs.

Current wording

Net sales increased primarily due to $37 from the pass-through of higher tinplate costs and higher sales in the Company's beverage can equipment operations.

Previous wording

For the three months ended September 30, 2025 compared to 2024, segment income increased primarily due to increased profitability in the Company's North America food can, aerosol can and closures businesses due to lower costs from continued operational improvements and higher sales in the Company's beverage can equipment operations.

Current wording

Segment income increased primarily due toincreased profitability in the Company's North America tinplate businesses due to commercial and operational improvements with 3% volume growth in North American food cans and higher sales in the Company's beverage can equipment operations.

Previous wording

Corporate and unallocated expenses were relatively flat for the three and nine months ended September 30, 2025 compared to 2024, primarily due to lower insurance costs, partially offset by higher employee compensation costs, including stock compensation.

Current wording

Corporate and unallocated expenses were relatively flat for thethree months ended March 31, 2026 compared to 2025.

Previous wording

The Company continues to review its costs structure and may record additional restructuring charges in the future.

Current wording

The Company continues to review its cost structure and may record additional restructuring charges in the future.

Previous wording

The decrease in the effective tax rate for the nine months ended September 30, 2025 compared to 2024, was primarily due to an income tax benefit of $22 in the first quarter of 2025 after an internal reorganization which resulted in the release of deferred tax liabilities related to the foreign currency impact of certain intercompany debt instruments that were designated as hedges of the Company's net investment in a euro-based subsidiary. During the nine months ended September 30, 2024 the Company recognized a $16 benefit related to the release of a valuation allowance resulting from improved profitability in a European subsidiary.

Current wording

The increase in the effective tax rate for thethree months ended March 31, 2026 compared to 2025, was primarily due to an income tax benefit of $22 recorded in the first quarter of 2025 after an internal reorganization which resulted in the release of deferred tax liabilities related to the foreign currency impact of certain intercompany debt instruments that were designated as hedges of the Company's net investment in a euro-based subsidiary.

Previous wording

On July 4, 2025, the U.S. government enacted tax reform, commonly referred to as the One Big Beautiful Bill Act ("OBBB"). OBBB amends U.S. tax law, including provisions related to bonus depreciation, interest expense limitation, research and development, global intangible low-taxed income, foreign derived intangible income and base erosion and anti-abuse tax. The Company does not currently expect OBBB to have a material impact on its financial results, including its annual estimated effective tax rate.

Current wording

On July 4, 2025, the U.S. government enacted tax reform, commonly referred to as the One Big Beautiful Bill Act ("OBBBA"). OBBBA is not expected to have a material impact on the Company's financial results for 2026.

Previous wording

Effective January 1, 2024, various jurisdictions in which the Company operates have enacted the Pillar II directive which establishes a global minimum corporate tax rate of 15% initiated by the Organisation for Economic Co-operation and Development ("OECD"). The Company does not currently expect Pillar II to have a material impact on its financial results, including its annual estimated effective tax rate or liquidity for 2025 based on currently enacted tax laws, however the Company continues to monitor its jurisdictions for any changes, including additional guidance from the OECD.

Current wording

Effective January 1, 2024, various jurisdictions in which the Company operates have enacted the Pillar II directive which establishes a global minimum corporate tax rate of 15% initiated by the Organisation for Economic Co-operation and Development ("OECD"). The Company does not currently expect Pillar II to have a material impact on its financial results, including its annual estimated effective tax rate or liquidity for 2026 based on currently enacted tax laws. However, the Company continues to monitor developments across its jurisdictions, including any additional guidance issued by the OECD.

Previous wording

For the three and nine months ended September 30, 2025 compared to 2024, net income attributable to noncontrolling interests decreased from $43 to $25 and $102 to $94 primarily due to lower earnings in the Company's beverage can operations in Brazil.

Current wording

For the three months ended March 31, 2026 compared to 2025, net income attributable to noncontrolling interests decreased from $34 to $31 primarily due to lower earnings in the Company's beverage can operations in Brazil.

Previous wording

Days sales outstanding for trade receivables, excluding the impact of unbilled receivables, was 29 days as of September 30, 2024 and September 30, 2025.

Current wording

Days sales outstanding for trade receivables, excluding the impact of unbilled receivables, decreased from 31 days as of March 31, 2025 to 30 days as of March 31, 2026.

Previous wording

Inventory turnover decreased from 60 days at September 30, 2024 to 57 days at September 30, 2025.

Current wording

Inventory turnover decreased from 57 days at March 31, 2025 to 55 days at March 31, 2026.

Previous wording

Days outstanding for trade payables was 93 days at September 30, 2024 and September 30, 2025.

Current wording

Days outstanding for trade payables decreased from 87 days at March 31, 2025 to 86 days at March 31, 2026.

Previous wording

Cash used for investing activities decreased from $208 for the nine months ended September 30, 2024 to $121 for the nine months ended September 30, 2025, primarily due to lower capital expenditures.

Current wording

Cash used for investing activities increased from an inflow of $1 for the three months ended March 31, 2025 to an outflow of $97 for the three months ended March 31, 2026, primarily due to increased capital expenditures and $45 settlement of cross-currency swaps that matured in February 2026.

Previous wording

The Company currently expects capital expenditures in 2025 to be approximately $400.

Current wording

The Company currently expects capital expenditures in 2026 to be approximately $550.

Previous wording

As of September 30, 2025, $935 of the Company's $1,172 of cash and cash equivalents was located outside the U.S. The Company is not currently aware of any legal restrictions under foreign law that materially impact its access to cash held outside the U.S. The Company funds its cash needs in the U.S. through a combination of cash flows from operations, dividends from certain foreign subsidiaries, borrowings under its revolving credit facility and the acceleration of cash receipts under its receivable securitization and factoring facilities. Of the cash and cash equivalents located outside the U.S., $446 was held by subsidiaries for which earnings are considered indefinitely reinvested.

Current wording

As of March 31, 2026, $518 of the Company's $584 of cash and cash equivalents was located outside the U.S. The Company is not currently aware of any legal restrictions under foreign law that materially impact its access to cash held outside the U.S. The Company funds its cash needs in the U.S. through a combination of cash flows from operations, dividends from certain foreign subsidiaries, borrowings under its revolving credit facility and the acceleration of cash receipts under its receivable securitization and factoring facilities. Of the cash and cash equivalents located outside the U.S., $254 was held by subsidiaries for which earnings are considered indefinitely reinvested.

Previous wording

The Company's revolving credit agreements provide capacity of $1,650 and as of September 30, 2025, the Company had available capacity of $1,621. The Company could have borrowed this amount at September 30, 2025 and still have been in compliance with its leverage ratio covenants.

Current wording

The Company's revolving credit agreements provide capacity of $1,650 and as of March 31, 2026, the Company had available capacity of $1,380. The Company could have borrowed this amount at March 31, 2026 and still have been in compliance with its leverage ratio covenants.

Previous wording

The Company’s revolving credit facilities and term loan facilities also contain a total leverage ratio covenant. The leverage ratio is calculated as total net debt divided by Consolidated EBITDA (as defined in the credit agreement). Total net debt is defined in the credit agreement as total debt less cash and cash equivalents. Consolidated EBITDA is calculated as the sum of, among other things, net income attributable to Crown Holdings, net income attributable to certain of the Company's subsidiaries, income taxes, interest expense, depreciation and amortization, and certain non-cash charges. The Company’s total net leverage ratioof 2.4 to 1.0 at September 30, 2025 was in compl iance with the covenant requiring a ratio no greater than 4.5 to 1.0. The ratio is calculated at the end of each quarter using debt and cash balances as of the end of the quarter and Consolidated EBITDA for the most recent twelve months. Failure to meet the financial covenant could result in the acceleration of any outstanding amounts due under the revolving credit facilities and term loan facilities.

Current wording

The Company's revolving credit facilities and term loan facilities also contain a total leverage ratio covenant. The leverage ratio is calculated as total net debt divided by Consolidated EBITDA (as defined in the credit agreement). Total net debt is defined in the credit agreement as total debt less cash and cash equivalents. Consolidated EBITDA is calculated as the sum of, among other things, net income attributable to Crown Holdings, net income attributable to certain of the Company's subsidiaries, income taxes, interest expense, depreciation and amortization, and certain non-cash charges. The Company's total net leverage ratio of 2.57 to 1.0 at March 31, 2026 was in compliance with the covenant requiring a ratio no greater than 4.5 to 1.0. The ratio is calculated at the end of each quarter using debt and cash balances as of the end of the quarter and Consolidated EBITDA for the most recent twelve months. Failure to meet the financial covenant could result in the acceleration of any outstanding amounts due under the revolving credit facilities and term loan facilities.

Previous wording

The Company’s current sources of liquidity also include a securitization facility with a program limit up to a maximum of $800 that expires in July 2027 and securitization facilities with program limits of $230 and $160 that expire in November 2025.

Current wording

The Company's current sources of liquidity also include a securitization facility with a program limit up to a maximum of $800 that expires in July 2027 and securitization facilities with program limits of $230 and $180 that expire in November 2027.

Previous wording

As of September 30, 2025, the Company had approximately $158 of capital commitments primarily related to Americas Beverage and European Beverage. The Company expects to fund these commitments primarily through cash flows from operations.

Current wording

As of March 31, 2026, the Company had approximately $261 of capital commitments primarily related to Americas Beverage and European Beverage. The Company expects to fund these commitments primarily through cash flows from operations.

Previous wording

The Company and certain of its 100% directly or indirectly owned subsidiaries provide guarantees of senior notes and debentures issued by other 100% directly or indirectly owned subsidiaries. These senior notes and debentures are fully and unconditionally guaranteed by the Company and substantially all of its subsidiaries in the United States, except in the case of the Company’s outstanding senior notes issued by Crown Cork & Seal Company, Inc., which are fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent). No other subsidiary guarantees the debt and the guarantees are made on a joint and several basis.

Current wording

The Company and certain of its 100% directly or indirectly owned subsidiaries provide guarantees of senior notes and debentures issued by other 100% directly or indirectly owned subsidiaries. These senior notes and debentures are fully and unconditionally guaranteed by the Company and substantially all of its subsidiaries in the United States, except in the case of the Company's outstanding 7.50% senior notes due 2096 issued by Crown Cork & Seal Company, Inc., which are fully and unconditionally guaranteed by Crown Holdings, Inc. (the "Parent"). No other subsidiary guarantees the debt and the guarantees are made on a joint and several basis.

Previous wording

The following tables present summarized financial information related to the senior notes issued by the Company’s subsidiary debt issuers and guarantors on a combined basis for each issuer and its guarantors (together, an “obligor group”) after elimination of (i) intercompany transactions and balances among the Parent and the guarantors and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor. Crown Cork Obligor group consists of Crown Cork & Seal Company, Inc. and the Parent. Crown Americas Obligor group consists of Crown Americas LLC, Crown Americas Capital Corp. V, Crown Americas Capital Corp. VI, the Parent, and substantially all of the Company’s subsidiaries in the United States.

Current wording

equity in earnings from and investments in any subsidiary that is a non-guarantor. Crown Cork Obligor group consists of Crown Cork & Seal Company, Inc. and the Parent. Crown Americas Obligor group consists of Crown Americas LLC, Crown Americas Capital Corp. V, Crown Americas Capital Corp. VI, the Parent, and substantially all of the Company's subsidiaries in the United States.

Previous wording

(1) Includes $47 of expense related to intercompany interest with non-guarantor subsidiaries

Current wording

(1) Includes $22 of expense related to intercompany interest with non-guarantor subsidiaries

Previous wording

(1) Includes $333 of sales to non-guarantor subsidiaries

Current wording

(1) Includes $118 of sales to non-guarantor subsidiaries

Previous wording

(2) Includes $33 of gross profit related to sales to non-guarantor subsidiaries

Current wording

(2) Includes $12 of gross profit related to sales to non-guarantor subsidiaries

Previous wording

(3) Includes $4 of expense related to intercompany interest and technology royalties with non-guarantor subsidiaries

Current wording

(3) Includes $1 of income related to intercompany interest and technology royalties with non-guarantor subsidiaries

Previous wording

(1) Includes receivables of $45 and $32 due from non-guarantor subsidiaries as of September 30, 2025 and December 31, 2024

Current wording

(1) Includes receivables of $48 and $39 due from non-guarantor subsidiaries as of March 31, 2026 and December 31, 2025

Previous wording

(2) Includes receivables of $197 and $167 due from non-guarantor subsidiaries as of September 30, 2025 and December 31, 2024

Current wording

(2) Includes receivables of $245 and $111 due from non-guarantor subsidiaries as of March 31, 2026 and December 31, 2025