11-K 1 thrifplan2020.htm 11-K Document







UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549



FORM 11-K

[ X ]
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
Commission File Number 0-50189

A.
    Full title of the plan:
    Crown Cork & Seal Company, Inc.
    Retirement Thrift Plan
B.
    Name of issuer of the Securities held pursuant to the plan
    and the address of its principal executive office:


CROWN HOLDINGS, INC.
770 TOWNSHIP LINE ROAD
YARDLEY, PENNSYLVANIA 19067-4232


        




Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
Table of Contents



Page(s)
Report of Independent Registered Public Accounting Firm
Financial Statements
Statement of Net Assets Available for Benefits as of December 31, 2020 and 2019
Statement of Changes in Net Assets Available for Benefits for the years ended December 31, 2020 and 2019
Notes to Financial Statements
Supplemental Information *
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Exhibit Index
Signature






* Other supplemental schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.












Report of Independent Registered Public Accounting Firm

To the Plan Administrator and Plan Participants of Crown Cork & Seal Company, Inc. Retirement Thrift Plan:

Opinion on the Financial Statements

We have audited the accompanying statement of net assets available for benefits of the Crown Cork & Seal Company, Inc. Retirement Thrift Plan (the "Plan") as of December 31, 2020 and 2019, the related statement of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2020 and 2019, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2020 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its forms and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.




/s/ Baker Tilly Virchow Krause, LLP

We have served as the Plan's auditor since 2005.

Philadelphia, Pennsylvania

June 16, 2021
1


CROWN CORK & SEAL COMPANY, INC.
RETIREMENT THRIFT PLAN
Statement of Net Assets Available for Benefits
As of December 31,
20202019
ASSETS
Investments, at fair value
Registered investment companies:
Baird Core Plus Bond Fund$9,337,768 $7,278,659 
DFA Emerging Markets Core Equity Portfolio364,185 159,295 
DFA US Targeted Value Portfolio154,171 81,986 
HSBC Opportunity Fund14,133,300 11,987,464 
JPMorgan Intrepid Value Fund2,495,111 2,591,530 
T. Rowe Price International Discovery Fund236,612 194,705 
Vanguard Developed Markets Index Fund2,321,089 1,218,323 
Vanguard International Growth Fund13,284,128 9,147,687 
Vanguard Cash Reserve Federal Money Market Fund129,516 — 
Vanguard Prime Money Market Fund— 128,788 
Vanguard Target Retirement 2015 Fund2,305,555 2,603,950 
Vanguard Target Retirement 2020 Fund2,161,125 2,046,817 
Vanguard Target Retirement 2025 Fund5,644,204 5,961,604 
Vanguard Target Retirement 2030 Fund6,045,539 5,709,359 
Vanguard Target Retirement 2035 Fund4,105,675 3,697,244 
Vanguard Target Retirement 2040 Fund3,861,741 2,904,499 
Vanguard Target Retirement 2045 Fund2,111,728 1,584,310 
Vanguard Target Retirement 2050 Fund3,191,929 2,345,427 
Vanguard Target Retirement 2055 Fund1,519,403 1,062,299 
Vanguard Target Retirement 2060 Fund957,360 547,481 
Vanguard Target Retirement 2065 Fund181,706 103,675 
Vanguard Target Retirement Income Fund2,251,258 1,857,725 
Vanguard Total Stock Market Index Fund45,872,497 41,014,919 
Vanguard U.S. Growth Fund2,795,117 1,429,585 
Vanguard Wellington Fund11,551,501 10,853,889 
137,012,218 116,511,220 
Vanguard Retirement Savings Trust
27,830,157 24,539,426 
Crown Holdings, Inc. Stock Fund6,550,083 5,417,112 
Total investments, at fair value
171,392,458 146,467,758 
Receivables
Notes receivable from participants3,659,594 3,629,493 
Employer's contributions503,787 653,569 
Total receivables4,163,381 4,283,062 
Total assets
175,555,839 150,750,820 
LIABILITIES——
Net assets available for benefits$175,555,839 $150,750,820 
The accompanying notes are an integral part of these financial statements.
2


CROWN CORK & SEAL COMPANY, INC.
RETIREMENT THRIFT PLAN
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31,
20202019
Additions:
Investment income:
   Interest and dividend income$4,951,910 $4,110,120 
   Net appreciation in fair value of investments22,134,776 23,053,922 
            Total investment income
27,086,686 27,164,042 
Interest income, notes receivable from participants199,767 190,759 
            Total interest income, notes receivable
199,767 190,759 
Contributions:
   Employer2,093,135 1,968,745 
   Participant6,521,375 5,460,866 
            Total contributions
8,614,510 7,429,611 
Other additions5,157 19,129 
            Total additions35,906,120 34,803,541 
Deductions:
Benefits paid to participants10,918,842 9,063,304 
Administrative expenses182,259 161,680 
            Total deductions11,101,101 9,224,984 
Net increase24,805,019 25,578,557 
Net Assets Available for Benefits:
Beginning of year
150,750,820 125,172,263 
End of year
$175,555,839 $150,750,820 



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













3



CROWN CORK & SEAL COMPANY, INC.
RETIREMENT THRIFT PLAN
Notes to Financial Statements

NOTE 1 - DESCRIPTION OF PLAN    

The following description of the Crown Cork & Seal Company, Inc. Retirement Thrift Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.

General                     
The Plan is a voluntary defined contribution plan. The purpose of the Plan is to provide a convenient method by which eligible employees may save regularly through salary deferrals. Participation in the Plan is determined by an agreement among recognized collective bargaining units and Crown Holdings, Inc. and subsidiaries (the “Company”) or as otherwise agreed upon between the Company and non-organized hourly employees. Generally, employees are eligible to participate in the Plan upon date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

The Plan is administered by the Crown Cork & Seal Company, Inc. Benefit Plans Committee (the “Committee”). The Committee has appointed Vanguard Fiduciary Trust Company (“VFTC”) as the trustee and recordkeeper of the Plan.

Contributions
Participants may elect to make basic and supplemental contributions (where permitted) each pay period as defined in the Plan document. Participants direct the investment of their contributions into various investment options offered by the Plan. Company contributions are invested in accordance with participant investment directions. Basic contributions may be matched by the Company at various rates as determined by the employer company, as defined in the Plan document. Supplemental contributions (where permitted) are not matched by the Company. In addition, certain participants receive profit sharing contributions, some of which are discretionary, from the Company at varying rates as determined by the employer company, as defined in the Plan document. Discretionary contributions in 2020 and 2019 totaled $503,787 and $653,569, respectively. Contribution amounts are subject to certain Internal Revenue Service (“IRS”) limitations.

Participant Accounts    
Each participant’s account is credited with the participant’s contributions and allocation of (a) the Company’s contribution and (b) Plan earnings, and charged with an allocation of any administrative fees. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting
Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s matching and profit sharing contribution portions of their accounts plus earnings thereon is based on various rates established in the collective bargaining agreements or in the Plan document. The Plan uses graded vesting that results in a participant becoming 100% vested in the matching contribution portion after completing 4 or 5 years of credited service depending on the employer company and as defined in the Plan document. If eligible, a participant becomes 100% vested in the profit sharing contribution portion either immediately or after completing 5 years of credited service on a graded scale, depending on the employer company and as defined in the Plan document.


4



CROWN CORK & SEAL COMPANY, INC.
RETIREMENT THRIFT PLAN
Notes to Financial Statements

Notes Receivable from Participants
The Plan does not generally permit participants to borrow from their accounts. However, in some circumstances participants who are employees of certain divisions of the Company and participants who are former participants of certain plans, which have merged into the Plan, are permitted to borrow from their accounts. Generally, these participants may borrow from their account a minimum of $1,000 up to a maximum of the lesser of $50,000 or 50% of their vested account balance.

Notes receivable terms range from 1 to 5 years or up to 10 years for the purchase of a primary residence. The notes receivable are secured by the balance in the participant’s account and bear interest at prevailing interest rates. Interest rates on notes receivable outstanding as of December 31, 2020 and 2019 range from 4.25% to 6.50%. Principal and interest are paid ratably through monthly payroll deductions.

Payment of Benefits
On termination of service due to retirement, attainment of age 65, permanent plant shutdown, permanent disability, or death, the participant, or his or her beneficiary, automatically becomes fully vested in the Company contributions. For termination of service due to these or any other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution. All distributions are paid in either cash or Company stock at the participant’s election.

Forfeited Accounts
When certain terminations of participation in the Plan occur, the non-vested portion of the participant’s account, as defined, represents a forfeiture. Total unallocated forfeitures, which will be used to reduce future Company contributions, were $0 and $5,086 at December 31, 2020 and 2019, respectively. Forfeitures used to offset Company contributions in 2020 and 2019 totaled $33,594 and $35,964, respectively.

Plan Termination
The Company reserves the right to retroactively amend or modify any of the provisions of the Plan in any respect in order to qualify or maintain the Plan as a plan meeting the requirements of ERISA or any other applicable legislation. Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their Company contributions.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies, which conform with accounting principles generally accepted in the United States of America, have been used consistently in the preparation of the Plan’s financial statements.

Basis of Accounting
The accompanying financial statements of the Plan are prepared under the accrual basis of accounting.

Use of Estimates    
The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.

5


CROWN CORK & SEAL COMPANY, INC.
RETIREMENT THRIFT PLAN
Notes to Financial Statements

Investment Valuation and Income Recognition
The Plan’s investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for a discussion of fair value measurements.

Purchases and sales of securities are recorded on the trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Notes Receivable From Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Related fees are recorded as administrative expenses and are expensed when they are incurred. Interest income is recorded on the accrual basis. No allowance for credit losses has been recorded as of December 31, 2020 and 2019.

Payment of Benefits
Benefits are recorded when paid.

Expenses
Recordkeeping expenses and fees related to the administration of notes receivable from participants are charged directly to the participant’s account and are included in administrative expenses. Investment related expenses are included in net appreciation in fair value of investments. Expenses paid by the Company are excluded from these financial statements.

Recent Accounting Standards
In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. ASU No. 2018-13 modified the disclosure requirements for fair value measurements in Topic 820, Fair Value Measurement. The amendments are based on the concepts in the FASB Concepts Statement, Conceptual Framework for Financial Reporting-Chapter 8: Notes to Financial Statements, which the FASB finalized on August 28, 2018. The Plan adopted this ASU on January 1, 2020. The guidance did not have a material impact on the Plan’s financial statements.


NOTE 3 - FAIR VALUE MEASUREMENTS

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under authoritative guidance are described as follows:
Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as:

6


CROWN CORK & SEAL COMPANY, INC.
RETIREMENT THRIFT PLAN
Notes to Financial Statements

•quoted prices for similar assets or liabilities in active markets;
•quoted prices for identical or similar assets or liabilities in inactive markets;
•inputs other than quoted prices that are observable for the asset or liability;
•inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following tables summarize instruments measured at fair value on a recurring basis for the Plan:

Assets at Fair Value as of December 31, 2020
Level 1Total
Registered investment companies$137,012,218 $137,012,218 
Company common stock fund6,550,083 6,550,083 
Total assets in fair value hierarchy$143,562,301 143,562,301 
Investments measured at net asset value (a)27,830,157 
Investments at fair value$171,392,458 

Assets at Fair Value as of December 31, 2019
Level 1Total
Registered investment companies$116,511,220 $116,511,220 
Company common stock fund5,417,112 5,417,112 
Total assets in fair value hierarchy$121,928,332 121,928,332 
Investments measured at net asset value (a)24,539,426 
Investments at fair value$146,467,758 

(a)Certain investments that were measured at net asset value ("NAV") per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the Statement of Net Assets Available for Benefits.
7


CROWN CORK & SEAL COMPANY, INC.
RETIREMENT THRIFT PLAN
Notes to Financial Statements

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2020 and 2019.

Registered investment companies are valued at the daily closing price as reported by the fund, which represent the NAV of shares held by the Plan at year end. Mutual funds held by the Plan are open-end mutual funds that are registered with the U.S. Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

The fair value of the Company common stock fund is measured at the closing price reported on the active market on which the security held by the fund is traded.

The Vanguard Retirement Savings Trust is a collective trust fund that is valued at the NAV of the units of the collective trust fund held by the Plan at year end times the respective unit value. The NAV, as provided by the trustee, is used as practical expedient to estimate fair value. The NAV of the collective trust fund is based upon significant observable inputs, although it is not based upon quoted market prices in an active market. The collective trust fund’s investment objective is to seek the preservation of capital and to provide a competitive level of income over time that is consistent with the preservation of capital. To achieve its investment objective, the collective trust fund invests in assets (typically contracts issued by insurance companies and banks, synthetic investment contracts, and short term investments) and enters into “wrapper” contracts issued by third-parties and invests in cash equivalents represented by shares in a money market fund.

Investments Measured Using NAV per Share Practical Expedient

The following table summarizes investments for which fair value is measured using NAV per share practical expedient as of December 31, 2020 and 2019, respectively. There are no participant redemption restrictions for these investments; the redemption notice period is applicable only to the Plan.

December 31, 2020
Fair ValueUnfunded CommitmentsRedemption FrequencyRedemption Notice Period
Vanguard Retirement Savings Trust$27,830,157 N/ADailyN/A
December 31, 2019
Fair ValueUnfunded CommitmentsRedemption FrequencyRedemption Notice Period
Vanguard Retirement Savings Trust$24,539,426 N/ADailyN/A






8


CROWN CORK & SEAL COMPANY, INC.
RETIREMENT THRIFT PLAN
Notes to Financial Statements

NOTE 4 - RELATED PARTY TRANSACTIONS

The Plan participants invest in shares of registered investment companies and a collective trust fund managed by affiliates of VFTC. VFTC acts as trustee for investments of the Plan. The Plan participants also invest in shares of the Company’s common stock through the Crown Holdings, Inc. Stock Fund. The Company’s common stock fund held approximately 65,400 and 74,700 shares of Crown Holdings, Inc. common stock representing 3.7% and 3.6% of Plan assets as of December 31, 2020 and 2019, respectively. For the years 2020 and 2019, the Company common stock fund had purchases of $1,209,300 and $322,834, respectively, and sales of $1,932,100 and $452,315, respectively. There were no dividends on the Company's common stock in 2020 or 2019. The Plan also issues loans to participants, which are secured by the balances in the respective participant accounts. Transactions in such investments qualify as party-in-interest transactions and are exempt from the prohibited transaction rules.
Certain administrative functions of the Plan are performed by officers or employees of the Company. No such officer or employee receives compensation from the Plan.


NOTE 5 - TAX STATUS

The IRS determined and informed the Company by letter dated October 13, 2015 that the Plan was qualified under Internal Revenue Code (“IRC”) Section 401(k). The Company believes the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC and therefore, believes that the Plan is qualified, and the related trust is tax exempt.

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examination for years prior to 2017.


NOTE 6 - RISKS AND UNCERTAINTIES

Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and such changes could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits.

As of December 31, 2020 and 2019, the Plan had investments of $73,702,654 and $65,554,345, respectively that were concentrated in two funds.









9



























Supplemental Information
Required for Form 5500




CROWN CORK & SEAL COMPANY, INC. RETIREMENT THRIFT PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2020
Crown Cork & Seal Company, Inc. Retirement Thrift Plan
EIN 23-1526444 Plan No. 105
Identity of Participant-Directed IssuesInvestment TypeCurrent Value
Baird Core Plus Bond FundRegistered Investment Company$9,337,768 
DFA Emerging Markets Core Equity PortfolioRegistered Investment Company364,185 
DFA US Targeted Value PortfolioRegistered Investment Company154,171 
HSBC Opportunity FundRegistered Investment Company14,133,300 
JPMorgan Intrepid Value FundRegistered Investment Company2,495,111 
T. Rowe Price International Discovery FundRegistered Investment Company236,612 
*Vanguard Developed Markets Index FundRegistered Investment Company2,321,089 
*Vanguard International Growth FundRegistered Investment Company13,284,128 
*Vanguard Cash Reserve Federal Money Market FundRegistered Investment Company129,516 
*Vanguard Target Retirement 2015 FundRegistered Investment Company2,305,555 
*Vanguard Target Retirement 2020 FundRegistered Investment Company2,161,125 
*Vanguard Target Retirement 2025 FundRegistered Investment Company5,644,204 
*Vanguard Target Retirement 2030 FundRegistered Investment Company6,045,539 
*Vanguard Target Retirement 2035 FundRegistered Investment Company4,105,675 
*Vanguard Target Retirement 2040 FundRegistered Investment Company3,861,741 
*Vanguard Target Retirement 2045 FundRegistered Investment Company2,111,728 
*Vanguard Target Retirement 2050 FundRegistered Investment Company3,191,929 
*Vanguard Target Retirement 2055 FundRegistered Investment Company1,519,403 
*Vanguard Target Retirement 2060 FundRegistered Investment Company957,360 
*Vanguard Target Retirement 2065 FundRegistered Investment Company181,706 
*Vanguard Target Retirement Income FundRegistered Investment Company2,251,258 
*Vanguard Total Stock Market Index FundRegistered Investment Company45,872,497 
*Vanguard U.S. Growth FundRegistered Investment Company2,795,117 
*Vanguard Wellington FundRegistered Investment Company11,551,501 
*Vanguard Retirement Savings TrustCollective Trust Fund27,830,157 
*Crown Holdings, Inc. Stock FundCommon Stock Fund6,550,083 
*Notes receivable from participantsInterest rates: 4.25% - 6.50%3,659,594 
Total Assets (Held at End of Year)$175,052,052 
* Party-in-Interest as defined by ERISA
Cost column not required to be reported as all investments are participant directed.


10



EXHIBITS

Exhibit NumberDescription of Exhibit
23



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefit Plans Investment Committee has duly caused this annual report to be signed on its behalf by the undersigned hereto
duly authorized.




Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
By:/s/ David A. Beaver
David A. Beaver
Vice President and Corporate Controller
Date: June 16, 2021






















11