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CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions except per share data)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Net sales $ 3,668 $ 3,149 $ 6,927 $ 6,036
Cost of products sold, excluding depreciation and amortization 2,920 2,436 5,535 4,698
Depreciation and amortization 116 114 234 224
Selling and administrative expense 166 161 325 313
Restructuring and other, net 2 47 4 45
Income from operations 464 391 829 756
Loss from early extinguishments of debt — 1 3 1
Other pension and postretirement 5 (1) 10 4
Interest expense 105 103 202 202
Interest income (14) (14) (26) (27)
Foreign exchange 3 9 — 11
Income before taxes and equity in net earnings of affiliates 365 293 640 565
Provision for income taxes 89 78 159 124
Equity in net earnings of affiliates — 1 1 2
Net income 276 216 482 443
Net income attributable to noncontrolling interests 31 35 62 69
Net income attributable to Crown Holdings $ 245 $ 181 $ 420 $ 374
Earnings per common share attributable to Crown Holdings:
Basic $ 2.24 $ 1.57 $ 3.80 $ 3.22
Diluted $ 2.23 $ 1.56 $ 3.78 $ 3.21
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Net income $ 276 $ 216 $ 482 $ 443
Other comprehensive income / (loss), net of tax:
Foreign currency translation adjustments 46 41 14 6
Pension and other postretirement benefits 2 2 4 4
Derivatives qualifying as hedges (11) — 2 (2)
Total other comprehensive income 37 43 20 8
Total comprehensive income 313 259 502 451
Net income attributable to noncontrolling interests 31 35 62 69
Translation adjustments attributable to noncontrolling interests (1) 2 (2) 2
Derivatives qualifying as hedges attributable to noncontrolling interests (2) — (1) —
Comprehensive income attributable to Crown Holdings $ 285 $ 222 $ 443 $ 380
The accompanying notes are an integral part of these consolidated financial statements.
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Crown Holdings, Inc.
CONSOLIDATED BALANCE SHEETS (Condensed)
(In millions)
(Unaudited)
June 30, 2026 December 31, 2025
Assets
Current assets
Cash and cash equivalents $ 656 $ 764
Receivables, net 1,999 1,768
Inventories 1,795 1,577
Prepaid expenses and other current assets 322 279
Total current assets 4,772 4,388
Goodwill 3,134 3,155
Intangible assets, net 880 959
Property, plant and equipment, net 5,205 5,187
Operating lease right-of-use assets, net 197 193
Other non-current assets 368 390
Total assets $ 14,556 $ 14,272
Liabilities and equity
Current liabilities
Short-term debt $ 44 $ 83
Current maturities of long-term debt 519 480
Current portion of operating lease liabilities 48 48
Accounts payable 3,072 2,643
Accrued liabilities 868 1,012
Total current liabilities 4,551 4,266
Long-term debt, excluding current maturities 5,499 5,401
Pension and postretirement liabilities 291 291
Non-current portion of operating lease liabilities 162 158
Other non-current liabilities 687 676
Commitments and contingent liabilities (Note J)
Noncontrolling interests 499 481
Crown Holdings shareholders’ equity 2,867 2,999
Total equity 3,366 3,480
Total liabilities and equity $ 14,556 $ 14,272
The accompanying notes are an integral part of these consolidated financial statements.
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Crown Holdings, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)
(In millions)
(Unaudited)
Six Months Ended
June 30,
2026 2025
Cash flows from operating activities
Net income $ 482 $ 443
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization 234 224
Loss from early extinguishments of debt 3 —
Restructuring and other, net 4 45
Pension and postretirement expense 19 14
Pension contributions (10) 22
Stock-based compensation 23 26
Working capital changes and other (96) (311)
Net cash provided by operating activities 659 463
Cash flows from investing activities
Capital expenditures (203) (89)
Net investment hedge 16 13
Settlement of net investment hedge (45) —
Proceeds from sale of property, plant and equipment 38 29
Other — 3
Net cash used for investing activities (194) (44)
Cash flows from financing activities
Net change in revolving credit facility and short-term debt 107 8
Proceeds from short-term debt 28 252
Payments of short-term debt (70) (126)
Proceeds from long-term debt 141 700
Payments of long-term debt (25) (917)
Debt issuance costs (13) (10)
Dividends paid to noncontrolling interests (41) (62)
Dividends paid to shareholders (77) (60)
Common stock repurchased (517) (209)
Payments from financed assets (90) —
Other (5) (3)
Net cash used for financing activities (562) (427)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (3) 30
Net change in cash, cash equivalents and restricted cash (100) 22
Cash, cash equivalents and restricted cash at January 1 879 1,016
Cash, cash equivalents and restricted cash at June 30 $ 779 $ 1,038
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In millions)
(Unaudited)
Crown Holdings, Inc. Shareholders’ Equity
Common Stock Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Crown Equity Noncontrolling Interests Total Shareholders' Equity
Balance at January 1, 2026 $ 569 $ — $ 3,812 $ (1,382) $ 2,999 $ 481 $ 3,480
Net income 175 175 31 206
Other comprehensive income (17) (17) (17)
Dividends declared (39) (39) (17) (56)
Restricted stock awarded 2 (2) — —
Stock-based compensation 13 13 13
Common stock repurchased (10) (11) (193) (214) (214)
Balance at March 31, 2026 $ 561 $ — $ 3,755 $ (1,399) $ 2,917 $ 495 $ 3,412
Net income 245 245 31 276
Other comprehensive income 40 40 (3) 37
Dividends declared (38) (38) (24) (62)
Restricted stock awarded 1 (1) — —
Stock-based compensation 10 10 10
Common stock issued 1 1 1
Common stock repurchased (15) (10) $ (283) (308) (308)
Balance at June 30, 2026 $ 547 $ — $ 3,679 $ (1,359) $ 2,867 $ 499 $ 3,366
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In millions)
(Unaudited)
Crown Holdings, Inc. Shareholders’ Equity
Common Stock Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Crown Equity Noncontrolling Interests Total Shareholders' Equity
Balance at January 1, 2025 $ 594 $ — $ 3,624 $ (1,462) $ 2,756 $ 472 $ 3,228
Net income 193 193 34 227
Other comprehensive income (35) (35) (35)
Dividends declared (30) (30) (28) (58)
Restricted stock awarded 1 (1) — —
Stock-based compensation 14 14 14
Common stock issued 1 1 1
Common stock repurchased $ (11) (14) (180) (205) (205)
Balance at March 31, 2025 $ 584 $ — $ 3,607 $ (1,497) $ 2,694 $ 478 $ 3,172
Net income 181 181 35 216
Other comprehensive income 41 41 2 43
Dividends declared (30) (30) (34) (64)
Restricted Stock Award 1 (1) — —
Stock-based compensation 12 12 12
Common stock repurchased (1) (6) (7) (7)
Balance at June 30, 2025 $ 584 $ 5 $ 3,758 $ (1,456) $ 2,891 $ 481 $ 3,372
The accompanying notes are an integral part of these consolidated financial statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share and statistical data)
(Unaudited)
A.Basis of Presentation
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 June 30, 2026 and the results of its operations for the three and six months ended June 30, 2026 and 2025 and of its cash flows for the six months ended June 30, 2026 and 2025. 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"), the application of which requires management’s utilization of estimates, and actual results may differ materially from the estimates utilized.
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, 2025.
B.Recent Accounting and Reporting Pronouncements
Recently Issued Accounting Standards
In November 2024, the Financial Accounting Standards Board ("FASB") issued a final standard on disaggregation of income statement expenses. The standard requires disclosure of more detailed information about certain costs and expenses in the notes to the financial statements. The standard is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. Early adoption is permitted. The standard is applied prospectively with an option for retrospective adoption. The Company is currently evaluating the impact that the new guidance will have on its disclosures.
In September 2025, the FASB issued guidance to clarify and modernize the accounting for costs related to internal-use software. The guidance eliminates references to various stages of a software development project and clarifies the threshold to apply to begin capitalizing costs. The guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. The guidance is applied on a prospective basis with the option to apply the standard retrospectively or using a modified transition approach. Early adoption is permitted. The Company is currently evaluating the impact that the new guidance will have on its consolidated financial statements.
In November 2025, the FASB issued a final standard on improvements to hedge accounting, which introduces five targeted improvements to better align hedge accounting with entities' risk management activities. The standard will be effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact that the new guidance will have on its consolidated financial statements.
C. Cash, Cash Equivalents, and Restricted Cash
Cash, cash equivalents, and restricted cash included in the Company's Consolidated Balance Sheets and Statement of Cash Flows were as follows:
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June 30, 2026 December 31, 2025
Cash and cash equivalents $ 656 $ 764
Restricted cash included in prepaid expenses and other current assets 123 115
Total cash, cash equivalents and restricted cash $ 779 $ 879
Amounts included in restricted cash primarily represent amounts required to be segregated by certain of the Company's receivables securitization agreements.
D. Receivables
June 30, 2026 December 31, 2025
Accounts receivable $ 1,154 $ 1,048
Less: allowance for credit losses (25) (25)
Net trade receivables 1,129 1,023
Unbilled receivables 463 395
Miscellaneous receivables 407 350
$ 1,999 $ 1,768
E. Inventories
June 30, 2026 December 31, 2025
Raw materials and supplies $ 1,097 $ 1,006
Work in process 126 103
Finished goods 572 468
$ 1,795 $ 1,577
F. Intangible Assets
Gross carrying amounts and accumulated amortization of finite-lived intangible assets by major class were as follows:
June 30, 2026 December 31, 2025
Gross Accumulated amortization Net Gross Accumulated amortization Net
Customer relationships $ 1,410 $ (931) $ 479 $ 1,418 $ (883) $ 535
Trade names 548 (189) 359 556 (181) 375
Technology 161 (159) 2 163 (159) 4
Long term supply contracts 161 (122) 39 157 (114) 43
Patents 12 (11) 1 12 (10) 2
$ 2,292 $ (1,412) $ 880 $ 2,306 $ (1,347) $ 959
Net income for the three and six months ended June 30, 2026 and 2025 included amortization expense of $35 and $73 and $38 and $73, respectively.
G. Supplier Finance Program Obligations
The Company has various supplier finance programs under which the Company agrees to pay banks the stated amount of confirmed invoices from its designated suppliers on the original maturity dates of the invoices. Suppliers, at their sole discretion, have the opportunity to sell their receivables due from the Company earlier than contracted payment terms. The Company or the banks may terminate the agreements upon at least 30 days' notice. The Company does not have assets pledged as collateral for supplier finance programs. The supplier invoices that have been confirmed as valid under the programs typically have payment terms of 150 days or less, consistent with the commercial terms and conditions as agreed upon with suppliers. The Company had $1,076 and $927 confirmed obligations outstanding under these supplier finance programs as of June 30, 2026 and December 31, 2025 included in Accounts payable.
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H. Restructuring and Other
The Company recorded restructuring and other items as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Asset sales and impairments, net $ (1) $ 30 $ (1) $ 21
Restructuring 4 9 5 16
Other costs (1) (3) — (3)
Asbestos — 11 — 11
$ 2 $ 47 $ 4 $ 45
For the three and six months ended June 30, 2025, asset sales and impairments primarily included asset impairment charges related to a plant in China and end line rationalization in the Asia Pacific segment. In addition, in the first quarter of 2025 the Company recognized a gain for a sale of a building in the Transit Packaging segment.
For the three and six months ended June 30, 2026, restructuring primarily included headcount reductions and other exit costs in the Transit Packaging segment.
During the second quarter of 2025, the Company recorded an $11 asbestos reserve related to an unfavorable jury verdict in the state of California. See Note I for details.
During 2026, the Company made payments of $7 and had a restructuring accrual of $17, primarily related to previously announced restructuring actions. The Company expects to pay these amounts over the next twelve months. The Company continues to review its cost structure and may record additional restructuring charges in the future.
I. Asbestos-Related Liabilities
Crown Cork & Seal Company, Inc. ("Crown Cork") is one of many defendants in a substantial number of lawsuits filed throughout the U.S. 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 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
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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.
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 have 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 at the time of enactment, 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 cautions, however, that the legislation may be challenged and there can be no assurance regarding the ultimate effect of the legislation on Crown Cork.
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 six months ended June 30, 2026, the Company paid $5 to settle asbestos claims and pay related legal and defense costs and had approximate claims activity as follows:
Beginning claims 59,900
New claims 700
Settlements or dismissals (200)
Ending claims 60,400
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, 2025, the Company's outstanding claims were:
Claimants alleging first exposure after 1964 18,000
Claimants alleging first exposure before or during 1964 filed in:
Texas 13,000
Pennsylvania 1,300
Other states that have enacted asbestos legislation 6,000
Other states 21,600
Total claims outstanding 59,900
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, 2025 and 2024, the percentage of outstanding claims related to claimants alleging serious diseases (primarily mesothelioma and other malignancies) were as follows:
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2025 2024
Total claims 28 % 27 %
Pre-1965 claims in states without asbestos legislation 44 % 43 %
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 June 30, 2026. In 2025, Crown Cork was party to a verdict in a mesothelioma wrongful death case tried in the Superior Court of the State of California in Los Angeles. Crown Cork's share of the compensatory damages was $4 and punitive damages of $7. These amounts have been fully accrued. The Company has appealed the judgment, however, there can be no assurances regarding the outcome of such appeal.
As of June 30, 2026, the Company’s accrual for pending and future asbestos-related claims and related legal costs was $172, including $100 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 83% of the claims outstanding at the end of 2025), 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).
J. 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 $12 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 German market for the supply of metal packaging products. The Company conducted an internal investigation into the matter and discovered instances of inappropriate conduct by certain employees of German subsidiaries of the Company. The Company cooperated with the FCO and submitted a leniency application with the FCO which disclosed the findings of its internal investigation to date. In April 2018, the FCO discontinued its national investigation and referred the matter to the European Commission (the "Commission"). Following the referral, Commission officials conducted unannounced inspections of the premises of several metal packaging manufacturers, including Company subsidiaries in Germany, France and the U.K. The Company cooperated with the Commission and submitted a leniency application with the Commission with respect to the findings of its internal investigation in Germany. In July 2022, the Company
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reached a settlement with the Commission relating to the Commission’s investigation, pursuant to which the Company agreed to pay a fine in the amount of $8. Fining decisions based on settlements can be appealed under EU law and the Company sought annulment of the Commission’s fining decision on the basis that the referral of the case from the FCO to the Commission was unjustified. In October 2024, the General Court of the EU issued a judgment dismissing the Company’s appeal. In December 2024, the Company appealed the General Court’s judgment to the European Court of Justice. There can be no assurance regarding the outcome of such appeal.
On October 7, 2021, the French Autorité de la concurrence (the French Competition Authority or "FCA") issued a statement of objections to 14 trade associations, one public entity and 101 legal entities from 28 corporate groups, including the Company, certain of its subsidiaries, other leading metal can manufacturers, certain can fillers and certain retailers in France. The FCA alleged violations of Article 101 of the Treaty on the Functioning of the European Union and L.420-1 of the French Commercial Code. The statement of objections alleges, among other things, anti-competitive behavior in connection with the removal of bisphenol-A from metal packaging in France. The removal of bisphenol-A was mandated by French legislation that went into effect in 2015. On December 29, 2023, the FCA issued a decision imposing a fine of €4 million on the Company. The Company has appealed the decision of the FCA, however, there can be no assurance regarding the outcome of such appeal.
In June 2024, the Brazilian Federal Tax Authorities issued an assessment against the Company's Brazilian subsidiary in relation to the use of PIS and COFINS indirect tax credits arising from a favorable judicial decision received by the Company in 2019. The assessment disallowed credits of $42 taken by the Company for the years 2004 through 2015 when the PIS and COFINS indirect taxes were calculated by fixed rates and assessed interest and penalties which could exceed the disallowed credits. During the fourth quarter of 2024, the Company received an unfavorable ruling to a challenge at the administrative level. The Company does not believe that a loss for this assessment is probable and has challenged the assessment at the judicial level. There can be no assurances that the Company will be successful in contesting the assessment.
In May 2026, the Brazilian Federal Tax Authorities issued an assessment against the Company's Brazilian subsidiary in relation to the subsidiary's income tax calculation for the year 2022. The assessment included disallowing the treatment of the indirect tax credits within the calculation of income tax. Assessments for various years from 2016 through 2022 would increase the Company's tax expense by $32 excluding the assessed interest and penalties which could exceed the assessed income tax. The Company believes it is more likely than not that its income tax position will be sustained and plans to challenge the assessments at the administrative level and judicial level, if necessary. There can be no assurances that the Company will be successful in contesting the assessments.
The Company and its subsidiaries are also subject to various other lawsuits and claims with respect to labor and benefits, 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 conduct of business. At times, the Company guarantees the obligations of subsidiaries under certain of these contracts and is liable for such arrangements only if the subsidiary fails to perform its obligations under the contract.
The Company’s basic raw materials for its products are aluminum and steel, 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.
At June 30, 2026, 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.
K. Derivative and Other Financial Instruments
Fair Value Measurements
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Under U.S. 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 L 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 and interest rate 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, using sales agreements that permit the pass-through of commodity price and foreign exchange rate risk to customers and borrowing both fixed and floating debt instruments to manage interest rate risk.
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 forecasted transaction is reasonably possible, but not probable of occurring, the hedge no longer qualifies for hedge accounting and 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 or when the forecasted transaction becomes probable of not occurring.
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 are recorded in accumulated 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 accumulated comprehensive income is the same as that of the underlying exposure. Contracts outstanding at June 30, 2026 mature between one and thirty months.
The Company uses commodity forward contracts to hedge anticipated purchases of various commodities, primarily aluminum as well as natural gas and electricity, and these exposures are hedged by a central treasury unit.
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Crown Holdings, Inc.
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 Company may also use interest rate swaps to convert interest on floating rate debt to a fixed-rate.
The following tables set forth financial information about the impact on other comprehensive income ("OCI"), accumulated other comprehensive income ("AOCI") and earnings from changes in the fair value of derivative instruments.
Amount of gain/(loss) recognized in OCI Amount of gain/(loss) recognized in OCI
Three Months Ended June 30, Six Months Ended June 30,
Derivatives in cash flow hedges 2026 2025 2026 2025
Commodities $ (5) $ 2 $ 8 $ (1)
Foreign exchange (2) — (2) 1
$ (7) $ 2 $ 6 $ —
Amount of gain/(loss) reclassified from AOCI into income Amount of gain/(loss) reclassified from AOCI into income
Three Months Ended June 30, Six Months Ended June 30,
Derivatives in cash flow hedges 2026 2025 2026 2025 Affected line items in the Statement of Operations
Commodities $ (15) $ 7 $ (35) $ 4 Net sales
Commodities 26 (4) 49 — Cost of products sold, excluding depreciation and amortization
Foreign exchange (1) — (2) (1) Cost of products sold, excluding depreciation and amortization
10 3 12 3 Income before taxes and equity in net earnings of affiliates
(6) (1) (7) (1) Provision for income taxes
$ 4 $ 2 $ 5 $ 2 Net income
For the twelve-month period ending June 30, 2027, a net gain of $19 ($14, net of tax) is expected to be reclassified to earnings for commodity and foreign exchange contracts. No material amounts were reclassified during the six months ended June 30, 2026 and 2025 in connection with anticipated transactions that were considered probable of not occurring.
Contracts Not Designated as Hedges
Certain derivative financial instruments, including foreign exchange contracts related to intercompany debt, trade accounts receivable and payable and unrecognized firm commitments were not designated or did not qualify for hedge accounting; however, they are effective economic hedges as the changes in their fair value, except for time value, are offset by changes arising from 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 nonfunctional currencies. Changes in fair value of these derivative instruments are immediately recognized in earnings as foreign exchange adjustments.
The following table sets forth the impact on earnings from derivatives not designated as hedges.
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Crown Holdings, Inc.
Pre-tax amounts of gain/(loss) recognized in income Pre-tax amounts of gain/(loss) recognized in income
Three Months Ended June 30, Six Months Ended June 30,
Derivatives not designated as hedges 2026 2025 2026 2025 Affected line item in the Statement of Operations
Foreign exchange $ — $ (1) $ (1) $ (1) Net sales
Foreign exchange — 1 — 1 Cost of products sold, excluding depreciation and amortization
Foreign exchange (3) (20) (16) (42) Foreign exchange
$ (3) $ (20) $ (17) $ (42)
Net Investment Hedges
The Company designates certain debt and derivative instruments as net investment hedges to manage foreign currency risk relating to net investments in subsidiaries denominated in foreign currencies and reduce the variability in the functional currency equivalent cash flows.
During the three and six months ended June 30, 2026, the Company recorded gains of $14 ($11, net of tax) and $33 ($26, net of tax) in other comprehensive income for certain debt instruments that are designated as hedges of its net investment in a euro-based subsidiary. During the three and six months ended June 30, 2025, the Company recorded losses of $98 ($74, net of tax) and $141 ($107, net of tax). As of June 30, 2026 and December 31, 2025, cumulative gains of $28 ($52, net of tax) and losses of $5 ($27, net of tax) were recognized in accumulated other comprehensive income related to these net investment hedges. The carrying amount of the hedging instrument was approximately €1,010 ($1,153) at June 30, 2026.
The Company also has cross-currency swaps with an aggregate notional value of $600 designated as hedges of the Company's net investment in a euro-based subsidiary. These swaps mature in 2030 and reduced interest expense by $2 and $4 for the three and six months ended June 30, 2026 and $1 for both the three and six months ended June 30, 2025.
The Company also had cross-currency swaps with an aggregate notional value of $875 that matured in February 2026, resulting in a loss of $45 ($34, net of tax), included in accumulated other comprehensive income. These swaps reduced interest expense by $2 for the six months ended June 30, 2026 and $6 and $13 for the three and six months ended June 30, 2025.
The following tables set forth financial information about the impact on accumulated other comprehensive income from changes in the fair value of derivative instruments designated as net investment hedges.
Amount of gain / (loss) recognized in AOCI Amount of gain / (loss) recognized in AOCI
Three Months Ended June 30, Six Months Ended June 30,
Derivatives designated as net investment hedges 2026 2025 2026 2025
Foreign exchange $ (2) $ (89) $ (6) $ (117)
Gains and losses representing components excluded from the assessment of effectiveness on derivatives designated as net investment hedges are recognized in accumulated other comprehensive income.
Gains or losses on net investment hedges remain in accumulated other comprehensive income until disposal of the underlying assets.
Fair Values of Derivative Financial Instruments and Valuation Hierarchy
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Crown Holdings, Inc.
The following table sets forth the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, respectively. The fair values of these financial instruments were reported under Level 2 of the fair value hierarchy.
Balance Sheet classification June 30, 2026 December 31, 2025 Balance Sheet classification June 30, 2026 December 31, 2025
Derivatives designated as hedging instruments
Foreign exchange contracts cash flow Prepaid expenses and other current assets $ 2 $ 1 Accrued liabilities $ 2 $ 1
Commodities contracts cash flow Prepaid expenses and other current assets 33 29 Accrued liabilities 14 8
Other non-current assets 1 2 Other non-current liabilities 3 —
Net investment hedge Prepaid expenses and other current assets — — Accrued liabilities — 27
Other non-current assets — — Other non-current liabilities 22 33
$ 36 $ 32 $ 41 $ 69
Derivatives not designated as hedging instruments
Foreign exchange contracts Prepaid expenses and other current assets $ 4 $ 1 Accrued liabilities $ 8 $ 2
$ 4 $ 1 $ 8 $ 2
Total derivatives $ 40 $ 33 $ 49 $ 71
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. 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 June 30, 2026
Derivative assets $40 $8 $32
Derivative liabilities 49 8 41
Balance at December 31, 2025
Derivative assets $33 $8 $25
Derivative liabilities 71 8 63
Notional Values of Outstanding Derivative Instruments
The aggregate U.S. dollar-equivalent notional values of outstanding derivative instruments in the Consolidated Balance Sheets at June 30, 2026 and December 31, 2025 were:
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Crown Holdings, Inc.
June 30, 2026 December 31, 2025
Derivatives designated as cash flow hedges:
Foreign exchange $ 288 $ 133
Commodities 619 433
Derivatives designated as net investment hedges:
Foreign exchange 600 1,475
Derivatives not designated as hedges:
Foreign exchange 482 476
L. Debt
June 30, 2026 December 31, 2025
Principal Carrying Principal Carrying
outstanding amount outstanding amount
Short-term debt $ 44 $ 44 $ 83 $ 83
Long-term debt
Senior secured borrowings:
Revolving credit facilities 105 105 — —
Term loan facilities
U.S. dollar due 2031 1,175 1,170 1,175 1,173
Euro due 20311 571 569 587 587
Senior notes and debentures:
U.S. dollar at 4.25% due 2026 400 400 400 400
€500 at 5.00% due 2028 571 567 587 583
€500 at 4.75% due 2029 571 566 587 582
€600 at 4.50% due 2030 685 679 705 697
U.S. dollar at 5.25% due 2030 500 497 500 496
€500 at 3.750% due 2031 571 563 587 578
U.S. dollar at 5.875% due 2033 700 692 700 691
U.S. dollar at 7.50% due 2096 40 40 40 40
Other indebtedness in various currencies 170 170 54 54
Total long-term debt 6,059 6,018 5,922 5,881
Less current maturities (519) (519) (480) (480)
Total long-term debt, less current maturities $ 5,540 $ 5,499 $ 5,442 $ 5,401
(1) €500 at June 30, 2026 and December 31, 2025
The estimated fair value of the Company’s debt, using a market approach incorporating Level 2 inputs such as quoted market prices for the same or similar issues, was $6,121 at June 30, 2026 and $6,077 at December 31, 2025.
In March 2026, the Company amended and restated the credit agreement governing its senior secured credit facilities (the "Second A&R Credit Agreement"). The Second A&R Credit Agreement extended the existing facilities' maturity to March 2031. All other material terms of the credit agreement remained unchanged. The facilities under the Second A&R Credit Agreement include a $800 U.S. dollar denominated revolving facility, a $800 multicurrency revolving facility, a $50 Canadian dollar-denominated revolving facility, a $1,175 Term A Loan, and a €499.5 Euro Term Loan.
The U.S. dollar term loan interest rate was SOFR plus 1.00% and the Euro term loan interest rate was EURIBOR plus 1.00% at June 30, 2026. The U.S. dollar term loan interest rate was SOFR plus 1.10% and the Euro term loan interest rate was EURIBOR plus 1.00% at December 31, 2025.
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Crown Holdings, Inc.
M. Pension and Other Postretirement Benefits
The components of net periodic pension and other postretirement benefits costs for the three and six months ended June 30, 2026 and 2025 were as follows:
Three Months Ended Six Months Ended
June 30, June 30,
Pension benefits – U.S. plans 2026 2025 2026 2025
Service cost $ 3 $ 3 $ 6 $ 6
Interest cost 4 4 8 8
Expected return on plan assets (4) (4) (7) (7)
Recognized net loss 3 3 5 6
Net periodic cost $ 6 $ 6 $ 12 $ 13
Three Months Ended Six Months Ended
June 30, June 30,
Pension benefits – Non-U.S. plans 2026 2025 2026 2025
Service cost $ 1 $ 2 $ 3 $ 4
Interest cost 4 3 7 6
Expected return on plan assets (3) (3) (6) (6)
Settlement and curtailments — (5) — (5)
Net periodic cost $ 2 $ (3) $ 4 $ (1)
Three Months Ended Six Months Ended
June 30, June 30,
Other postretirement benefits 2026 2025 2026 2025
Interest cost $ 1 $ 1 $ 3 $ 2
Net periodic cost $ 1 $ 1 $ 3 $ 2
The components of net periodic cost other than the service cost component are included in Other pension and postretirement in the Consolidated Statement of Operations.
The following table provides information about amounts reclassified from accumulated other comprehensive income.
Three Months Ended Six Months Ended
June 30, June 30,
Details about accumulated other comprehensive income components 2026 2025 2026 2025 Affected line items in the statement of operations
Actuarial losses $ 3 $ 3 $ 5 $ 6 Other pension and postretirement
3 3 5 6 Income before taxes and equity in net earnings of affiliates
(1) (1) (1) (2) Provision for income taxes
Total reclassified $ 2 $ 2 $ 4 $ 4 Net income
N. Capital Stock
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. Share repurchases under the Company's program 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. The Company repurchased $517 of its shares during the six months ended June 30, 2026.
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Crown Holdings, Inc.
For the three months and six months ended June 30, 2026 and 2025, the Company declared and paid cash dividends of $0.35 per share and $0.70 per share and $0.26 and $0.52 per share, respectively. Additionally, on July 23, 2026, the Company's Board of Directors declared a dividend of $0.35 per share payable on August 20, 2026 to shareholders of record as of August 6, 2026.
O. Accumulated Other Comprehensive Loss Attributable to Crown Holdings
The following table provides information about the changes in each component of accumulated other comprehensive income/(loss).
Defined benefit plans Foreign currency translation Gains and losses on cash flow hedges Total
Balance at January 1, 2025 $ (230) $ (1,236) $ 4 $ (1,462)
Other comprehensive income / (loss) before reclassifications — 4 — 4
Amounts reclassified from accumulated other comprehensive income 4 — (2) 2
Other comprehensive income / (loss) 4 4 (2) 6
Balance at June 30, 2025 $ (226) $ (1,232) $ 2 $ (1,456)
Balance at January 1, 2026 $ (228) $ (1,169) $ 15 $ (1,382)
Other comprehensive income / (loss) before reclassifications — 16 6 22
Amounts reclassified from accumulated other comprehensive income 4 — (3) 1
Other comprehensive income / (loss) 4 16 3 23
Balance at June 30, 2026 $ (224) $ (1,153) $ 18 $ (1,359)
See Note K and Note M for further details of amounts related to cash flow hedges and defined benefit plans.
P. Revenue
The Company recognized revenue as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Revenue recognized over time $ 2,206 $ 1,778 $ 4,096 $ 3,458
Revenue recognized at a point in time 1,462 1,371 2,831 2,578
Total revenue $ 3,668 $ 3,149 $ 6,927 $ 6,036
See Note R for further disaggregation of the Company's revenue.
The Company has applied the practical expedient to exclude disclosure of remaining performance obligations as its binding orders typically have a term of one year or less.
Contract assets are typically recognized for work in process related to the Company's three-piece printed products and equipment businesses. Contract assets and liabilities are reported in a net position on a contract-by-contract basis. The Company had net contract assets of $36 and $30 as of June 30, 2026 and December 31, 2025, respectively, included in prepaid and other current assets. During the six months ended June 30, 2026, the Company satisfied performance obligations related to contract assets at December 31, 2025 and also recorded new contract assets primarily related to work in process for the equipment businesses.
Q. Earnings Per Share
The following table summarizes the computations of basic and diluted earnings per share attributable to the Company.
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Crown Holdings, Inc.
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Net income attributable to Crown Holdings $ 245 $ 181 $ 420 $ 374
Weighted average shares outstanding:
Basic 109.4 115.3 110.6 116.0
Dilutive restricted stock 0.4 0.5 0.5 0.5
Diluted 109.8 115.8 111.1 116.5
Basic earnings per share $ 2.24 $ 1.57 $ 3.80 $ 3.22
Diluted earnings per share $ 2.23 $ 1.56 $ 3.78 $ 3.21
For the three and six months ended June 30, 2026 and 2025, 0.30 million and 0.58 million and 0.12 million and 0.24 million contingently issuable common shares were excluded from the computation of diluted earnings per share because the effect would be anti-dilutive.
R. Segment Information
The Company evaluates performance and allocates resources based on segment income, which is not a defined term under GAAP. The Company defines segment income as income from operations adjusted to exclude intangibles amortization charges, provisions for restructuring and other and the impact of fair value adjustments related to inventory acquired in an acquisition. Segment income includes cost of products sold, depreciation and general selling and administrative expenses. Segment income should not be considered in isolation or as a substitute for net income prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies.
The tables below present information about the Company's operating segments.
Three Months Ended June 30, 2026
External Intersegment Capital Segment
sales sales Depreciation expenditures income
Americas Beverage $ 1,699 $ — $ 36 $ 19 $ 265
European Beverage 735 — 16 80 107
Asia Pacific 331 — 10 4 53
Transit Packaging 537 5 11 6 68
Total reportable segments 3,302 5 73 109 $ 493
Other 366 33 7 7
Corporate and unallocated items — — 1 —
Total $ 3,668 $ 38 $ 81 $ 116
Three Months Ended June 30, 2025
External Intersegment Capital Segment
sales sales Depreciation expenditures income
Americas Beverage $ 1,405 $ — $ 33 $ 18 $ 268
European Beverage 635 — 15 22 97
Asia Pacific 256 — 11 4 50
Transit Packaging 526 4 10 7 72
Total reportable segments 2,822 4 69 51 $ 487
Other 327 15 6 3
Corporate and unallocated items — — 1 2
Total $ 3,149 $ 19 $ 76 $ 56
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Crown Holdings, Inc.
Six Months Ended June 30, 2026
External Intersegment Capital Segment
sales sales Depreciation expenditures income
Americas Beverage $ 3,229 $ — $ 71 $ 43 $ 475
European Beverage 1,323 — 32 128 193
Asia Pacific 634 — 20 7 105
Transit Packaging 1,033 10 22 13 121
Total reportable segments 6,219 10 145 191 $ 894
Other 708 63 14 11
Corporate and unallocated items — — 2 1
Total $ 6,927 $ 73 $ 161 $ 203
Six Months Ended June 30, 2025
External Intersegment Capital Segment
sales sales Depreciation expenditures income
Americas Beverage $ 2,725 $ — $ 64 $ 27 $ 504
European Beverage 1,147 — 29 38 164
Asia Pacific 535 — 22 4 97
Transit Packaging 1,008 8 21 15 132
Total reportable segments 5,415 8 136 84 $ 897
Other 621 32 13 3
Corporate and unallocated items — — 2 2
Total $ 6,036 $ 40 $ 151 $ 89
The Company does not disclose total assets by segment as it is not provided to the chief operating decision maker.
The primary sources of revenue included in Other are 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.
Corporate and unallocated items include corporate and administrative costs, research and development, and unallocated items such as stock-based compensation and insurance costs.
Intersegment sales primarily include equipment and parts used in the manufacturing process.
A reconciliation of segment income of reportable segments to income before income taxes is as follows:
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Crown Holdings, Inc.
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Segment income of reportable segments $ 493 $ 487 $ 894 $ 897
Segment income of other 52 35 99 64
Corporate and unallocated items (44) (46) (87) (87)
Restructuring and other, net (2) (47) (4) (45)
Amortization of intangibles (35) (38) (73) (73)
Loss from early extinguishments of debt — (1) (3) (1)
Other pension and postretirement (5) 1 (10) (4)
Interest expense (105) (103) (202) (202)
Interest income 14 14 26 27
Foreign exchange (3) (9) — (11)
Income from operations before taxes and equity in net earnings of affiliates $ 365 $ 293 $ 640 $ 565
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Crown Holdings, Inc.
PART I - FINANCIAL INFORMATION