8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 19, 2015

CROWN HOLDINGS, INC.

 (Exact name of Registrant as specified in its charter)

Pennsylvania	0-50189	75-3099507
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Crown Way

Philadelphia, Pennsylvania 19154-4599

(215) 698-5100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURE

INDEX TO EXHIBITS

EX-99 PRESS RELEASE

2

Item 2.02. Results of Operations and Financial Condition

On October 19, 2015 Crown Holdings, Inc. issued a press release announcing its earnings for the third quarter ended September 30, 2015. A copy of the press release is attached hereto as Exhibit 99 and incorporated herein by reference.

The information in this Report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

The following is furnished as an exhibit to this report.

99. Crown Holdings, Inc. press release dated October 19, 2015.

3

SIGNATURE

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

CROWN HOLDINGS, INC.

By:	/s/ David A. Beaver
	David A. Beaver
	Vice President and Corporate Controller

Dated: October 19, 2015

4

INDEX TO EXHIBITS

Exhibit Number	Description
99	Press release, dated October 19, 2015, issued by Crown Holdings, Inc.

5

EX-99

News Release Corporate Headquarters One Crown Way Philadelphia, PA 19154-4599

CROWN HOLDINGS, INC. REPORTS THIRD QUARTER 2015 RESULTS

Philadelphia, PA - October 19, 2015. Crown Holdings, Inc. (NYSE: CCK) today announced its financial results for the third quarter ended September 30, 2015.

Third Quarter Highlights

• Earnings per share $1.01; Before Certain Items $1.34, including $0.21 of unfavorable currency translation

• YTD earnings per share $2.35; Before Certain Items $2.89, including $0.41 of unfavorable

currency translation

• Earnings per share before certain items on a constant-currency basis grew 14% in third quarter, 12% YTD

• On a constant-currency basis, Q3 revenue grew 6%, segment income grew 13%

• Global beverage can volumes grew 13% in the quarter over 2014

Net sales in the third quarter were $2,460 million, including $281 million of unfavorable currency translation, compared to $2,594 million in the third quarter of 2014.

Segment income (a non-GAAP measure defined by the Company as gross profit excluding the impact of fair value adjustments to inventory acquired in an acquisition and the timing impact of hedge ineffectiveness, less selling and administrative expense) was $328 million in the third quarters of both 2015 and 2014, and included $41 million of unfavorable currency translation in 2015 compared to 2014.

Commenting on the quarter, John W. Conway, Chairman and Chief Executive Officer, stated, “The Company had an excellent performance during the seasonally very important third quarter, as constant-currency net income per share before certain items increased 14% over prior year and constant-currency segment income rose 13% over prior year. 

“Global beverage can shipments increased 13% over 2014 during the quarter largely as a result of the recent acquisition of Empaque in Mexico. Excluding the impact from Empaque, shipment volumes advanced 5% in the quarter compared to 2014 with notable growth in the United States, Southern and Eastern Europe and in Southeast Asia. We again benefited from our industry-leading geographic beverage can presence, which includes strong regional platforms and an excellent and diverse customer portfolio. In addition, segment income in European Food grew over 8% on a constant-currency basis compared to last year’s third quarter, reflecting a good harvest and the successful integration of the Mivisa facilities acquired in April of 2014.”

Interest expense increased to $68 million in the third quarter of 2015 over the $64 million in 2014 primarily due to increased borrowings to fund the Empaque acquisition.

During the third quarter of 2015, the Company recorded restructuring and other charges of $40 million primarily for severance costs and asset write downs related to projects in its North America and European Food segments.

The Company’s effective tax rate for the quarter was 23.1%, or 21.2% based on earnings before certain items. The adjusted rate of 21.2% includes the favorable impact of tax benefits in Brazil as the weaker Brazilian real resulted in local tax deductions for foreign exchange losses on U.S. dollar borrowings. The positive impact of these tax benefits partially offset the negative impact of the weaker Brazilian real on income before tax.

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News Release Corporate Headquarters One Crown Way Philadelphia, PA 19154-4599

Net income attributable to Crown Holdings in the third quarter was $141 million compared to $244 million in the third quarter of 2014. Reported earnings per diluted share were $1.01 in the third quarter of 2015 and $1.76 in the 2014 third quarter. Net income per diluted share before certain items was $1.34 compared to $1.36 in 2014.

A reconciliation from net income and income per diluted share to net income before certain items and income per diluted share before certain items is provided below.

Nine Month Results

Net sales for the first nine months of 2015 were $6,735 million, including $694 million of unfavorable currency translation, compared to $6,970 million in the first nine months of 2014.

Segment income in the first nine months of 2015 was $792 million, including $87 million of unfavorable currency translation, compared to $813 million in the same period of 2014.

Interest expense for the first nine months of 2015 increased to $202 million compared to $188 million in the prior year primarily due to increased borrowings to fund the Mivisa and Empaque acquisitions.

Net income attributable to Crown Holdings for the first nine months of 2015 was $327 million versus $374 million in the first nine months of 2014. Income per diluted share for the first nine months of 2015 was $2.35 compared to $2.70 last year. Net income per diluted share before certain items was $2.89 compared to $2.94 in 2014.

Non-GAAP Measures

Segment income and free cash flow are not defined terms under U.S. generally accepted accounting principles (non-GAAP measures). In addition, the information presented excluding the impact of currency translation, regarding revenue, segment income, net income before certain items, the effective tax rate before certain items and income before certain items per diluted share does not conform to GAAP and includes non-GAAP measures. Non-GAAP measures should not be considered in isolation or as a substitute for net income, the effective tax rate, income per diluted share or cash flow data prepared in accordance with U.S. GAAP and may not be comparable to calculations of similarly titled measures by other companies.

The Company views segment income and free cash flow as the principal measures of performance of its operations and for the allocation of resources. Free cash flow has certain limitations, however, including that it does not represent the residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements, are not deducted from the measure. The amount of mandatory versus discretionary expenditures can vary significantly between periods. The Company believes that net income before certain items, the effective tax rate before certain items, income before certain items per diluted share, and information excluding the impact of currency translation are useful in evaluating the Company’s operations. Segment income, free cash flow, the effective tax rate before certain items, net income before certain items, income before certain items per diluted share and information excluding the impact of currency translation are derived from the Company’s Consolidated Statements of Operations and Cash Flows and Consolidated Balance Sheets, as applicable, and reconciliations to segment income, free cash flow, the effective tax rate before certain items, net income before certain items, income before certain items per diluted share and information unadjusted for currency translation can be found within this release.

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News Release Corporate Headquarters One Crown Way Philadelphia, PA 19154-4599

Conference Call

The Company will hold a conference call tomorrow, October 20, 2015 at 9:00 a.m. (EDT) to discuss this news release. Forward-looking and other material information may be discussed on the conference call. The dial-in numbers for the conference call are (517) 308-9237 or toll-free (888) 469-0976 and the access password is “packaging.” A live webcast of the call will be made available to the public on the internet at the Company’s web site, www.crowncork.com. A replay of the conference call will be available for a one-week period ending at midnight on October 27. The telephone numbers for the replay are (203) 369-3131 or toll free (800) 688-3991.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all other information in this press release consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors, including the future impact of currency translation, future demand for beverage cans, including in the U.S., Southern and Eastern Europe, and Southeast Asia, weather and its impact on the Company, the continued successful integration of Mivisa and Empaque, and the Company’s ability to to increase profits in the European Food segment and to successfully implement restructuring projects that may cause actual results to be materially different from those expressed or implied in the forward-looking statements. Important factors that could cause the statements made in this press release or the actual results of operations or financial condition of the Company to differ are discussed under the caption “Forward Looking Statements” in the Company’s Form 10-K Annual Report for the year ended December 31, 2014 and in subsequent filings made prior to or after the date hereof. The Company does not intend to review or revise any particular forward-looking statement in light of future events.

Crown Holdings, Inc., through its subsidiaries, is a leading supplier of packaging products to consumer marketing companies around the world. World headquarters are located in Philadelphia, Pennsylvania.

For more information, contact:

Thomas A. Kelly, Senior Vice President and Chief Financial Officer, (215) 698-5341

Thomas T. Fischer, Vice President, Investor Relations and Corporate Affairs, (215) 552-3720

Ed Bisno, Bisno Communications, (212) 717-7578

Unaudited Consolidated Statements of Operations, Balance Sheets, Statements of Cash Flows, Segment Information and Supplemental Data follow.

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News Release Corporate Headquarters One Crown Way Philadelphia, PA 19154-4599

Consolidated Statements of Operations (Unaudited)

(in millions, except share and per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Net sales	$	2,460		$	2,594		$	6,735		$	6,970
Cost of products sold	1,984			2,119			5,487			5,740
Depreciation and amortization	61			53			174			135
Gross profit (1)	415			422			1,074			1,095
Selling and administrative expense	94			95			291			302
Restructuring and other	40			8			57			91
Loss from early extinguishment of debt	—			34			9			34
Foreign exchange	9			(2		)	14			4
Interest expense	68			64			202			188
Interest income	(4		)	(2		)	(8		)	(5		)
Income before income taxes	208			225			509			481
Provision for/(benefit from) income taxes	48			(41		)	134			42
Net income	160			266			375			439
Net income attributable to noncontrolling interests	(19		)	(22		)	(48		)	(65		)
Net income attributable to Crown Holdings	$	141		$	244		$	327		$	374
Earnings per share attributable to Crown Holdings      common shareholders:
Basic	$	1.02		$	1.78		$	2.37		$	2.73
Diluted	$	1.01		$	1.76		$	2.35		$	2.70
Weighted average common shares outstanding:
Basic	138,053,305			137,378,646			137,889,023			137,148,914
Diluted	139,081,472			138,662,223			139,002,264			138,435,783
Actual common shares outstanding	139,404,268			138,907,411			139,404,268			138,907,411

(1) A reconciliation from gross profit to segment income follows.

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News Release Corporate Headquarters One Crown Way Philadelphia, PA 19154-4599

Consolidated Supplemental Financial Data (Unaudited)

(in millions)

Reconciliation from Gross Profit to Segment Income

The Company views segment income, as defined below, as a principal measure of performance of its operations and for the allocation of resources. Segment income is defined by the Company as gross profit excluding the impact of fair value adjustments to inventory acquired in an acquisition and the timing impact of hedge ineffectiveness, less selling and administrative expense.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Gross profit	$	415		$	422		$	1,074		$	1,095
Fair value adjustment to inventory (1)	—			4			6			19
Impact of hedge ineffectiveness (1)	7			(3		)	3			1
Selling and administrative expense	(94		)	(95		)	(291		)	(302		)
Segment income	$	328		$	328		$	792		$	813

(1) Included in cost of products sold

Segment Information

	Three Months Ended September 30,						Nine Months Ended September 30,
Net Sales	2015		2015 at		2014		2015		2015 at		2014
	Actual		2014 rates (1)		Actual		Actual		2014 rates (1)		Actual
Americas Beverage	$	722	$	793	$	570	$	2,080	$	2,227	$	1,713
North America Food	200		207		236		530		542		628
European Beverage	427		483		474		1,173		1,328		1,358
European Food	641		761		787		1,564		1,877		1,715
Asia Pacific	300		313		310		920		943		924
Total reportable segments	2,290		2,557		2,377		6,267		6,917		6,338
Non-reportable segments	170		184		217		468		512		632
Total net sales	$	2,460	$	2,741	$	2,594	$	6,735	$	7,429	$	6,970

Segment Income
Americas Beverage	$	116		$	129		$	77		$	300		$	324		$	241
North America Food	25			25			40			72			72			107
European Beverage	74			83			81			178			198			223
European Food	98			116			107			208			250			196
Asia Pacific	37			38			38			111			113			108
Total reportable segments	350			391			343			869			957			875
Non-reportable segments	25			27			26			62			65			72
Corporate and other unallocated items	(47		)	(49		)	(41		)	(139		)	(143		)	(134		)
Total segment income	$	328		$	369		$	328		$	792		$	879		$	813

(1) Information presented for 2015 at 2014 rates represents financial results assuming constant foreign currency exchange rates used for translation based on the rates in effect for the comparable prior-year period. In order to compute constant-currency results, we multiply or divide, as appropriate, our current year U.S. dollar results by the current year average foreign exchange rates and then multiply or divide, as appropriate, those amounts by the applicable prior year average foreign exchange rates.

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News Release Corporate Headquarters One Crown Way Philadelphia, PA 19154-4599

Consolidated Supplemental Data (Unaudited)

(in millions, except per share data)

Reconciliation from Net Income and Income Per Diluted Common Share to Net Income before Certain Items and Income Per Diluted Common Share before Certain Items

The following table reconciles reported net income and diluted earnings per share attributable to the Company to net income before certain items and income per diluted common share before certain items, as used elsewhere in this release.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Net income attributable to Crown Holdings, as reported	$	141		$	244		$	327		$	374
Fair value adjustment to inventory (1)	—			4			6			19
Hedge ineffectiveness (2)	7			(3		)	3			1
Restructuring and other (3)	45			8			62			91
Loss from early extinguishment of debt (4)	—			34			9			34
Income taxes (5)	(7		)	(99		)	(5		)	(112		)
Net income before the above items	$	186		$	188		$	402		$	407
Income per diluted common share as reported	$	1.01		$	1.76		$	2.35		$	2.70
Income per diluted common share before the above items	$	1.34		$	1.36		$	2.89		$	2.94
Effective tax rate as reported	23.1		%	(18.2		)%	26.3		%	8.7		%
Effective tax rate before the above items	21.2		%	21.6		%	23.6		%	24.6		%

Net income before certain items, income per diluted common share before certain items and the effective tax rate before certain items are non-GAAP measures and are not meant to be considered in isolation or as a substitute for net income, income per diluted common share and effective tax rates determined in accordance with U.S. generally accepted accounting principles. The Company believes these non-GAAP measures provide useful information to evaluate the performance of the Company’s ongoing business.

(1) In the first quarter of 2015, the Company recorded a charge of $6 million in cost of products sold for fair value adjustments related to the sale of inventory acquired in its acquisition of Empaque. In the third quarter and first nine months of 2014, the Company recorded charges of $4 million and $19 million related to the sale of inventory acquired in its acquisition of Mivisa.

(2) In the third quarter and first nine months of 2015, the Company recorded charges of $7 million and $3 million in cost of products sold related to hedge ineffectiveness. In the third quarter and first nine months of 2014, the Company recorded a benefit of $3 million and a charge of $1 million for hedge ineffectiveness.

(3) In the third quarter and first nine months of 2015, the Company recorded restructuring and other charges of $31 million and $48 million, including $5 million reported in cost of products sold for inventory write downs in plants to be closed. In the third quarter and first nine months of 2014, the Company recorded restructuring and other charges of $11 million and $38 million.

In both the third quarter and first nine months of 2015, the Company recorded a charge of $14 million for asset sales and impairments. In the third quarter and first nine months of 2014, the Company recorded gains of $3 million and charges of $53 million primarily for asset sales and impairments related to the divestment of certain operations and transaction costs incurred in connection with its acquisition of Mivisa.

(4) In the second quarter of 2015, the Company recorded a charge of $9 million for the write off of deferred financing fees in connection with the repayment of its Term Loan B borrowings. In the third quarter of 2014, the Company recorded a charge of $34 million in connection with the redemption of its €500 million notes due 2018.

(5) In the third quarter and first nine months of 2015, the Company recorded income tax benefits of $7 million and $12 million related to the items described above, and a charge of $7 million in the first quarter to record a potential liability arising from a recent unfavorable tax court ruling in Spain. In the third quarter and first nine months of 2014, the Company recorded income tax benefits of $9 million and $22 million related to the items described above, and a benefit of $90 million in the third quarter in connection with the reversal of tax valuation allowances in France.

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News Release Corporate Headquarters One Crown Way Philadelphia, PA 19154-4599

Consolidated Balance Sheets (Condensed & Unaudited)
(in millions)
September 30,	2015		2014
Assets
Current assets
Cash and cash equivalents	$	466	$	380
Receivables, net	1,183		1,385
Inventories	1,302		1,473
Prepaid expenses and other current assets	311		370
Total current assets	3,262		3,608
Goodwill and intangible assets	3,664		3,067
Property, plant and equipment, net	2,614		2,447
Other non-current assets	689		695
Total	$	10,229	$	9,817
Liabilities and equity
Current liabilities
Short-term debt	$	61	$	157
Current maturities of long-term debt	142		90
Accounts payable and accrued liabilities	2,527		2,519
Total current liabilities	2,730		2,766
Long-term debt, excluding current maturities	5,608		5,200
Other non-current liabilities	1,458		1,303
Noncontrolling interests	293		278
Crown Holdings shareholders' equity	140		270
Total equity	433		548
Total	$	10,229	$	9,817

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News Release Corporate Headquarters One Crown Way Philadelphia, PA 19154-4599

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed & Unaudited)

(in millions)

Nine Months Ended September 30,	2015			2014
Cash flows from operating activities
Net income	$	375		$	439
Depreciation and amortization	174			135
Provision for restructuring and other	57			91
Pension expense	35			41
Pension contributions	(54		)	(63		)
Stock-based compensation	22			18
Working capital changes and other	(294		)	(652		)
Net cash provided by operating activities (A)	315			9
Cash flows from investing activities
Purchase of business	(1,207		)	(733		)
Capital expenditures	(176		)	(212		)
Proceeds from sale of assets and divestitures	33			31
Other	(24		)	2
Net cash used for investing activities	(1,374		)	(912		)
Cash flows from financing activities
Net change in debt	689			790
Dividends paid to noncontrolling interests	(21		)	(45		)
Purchase of noncontrolling interests	—			(93		)
Debt issue costs	(18		)	(41		)
Other, net	(39		)	(5		)
Net cash provided by financing activities	611			606
Effect of exchange rate changes on cash and cash equivalents	(51		)	(12		)
Net change in cash and cash equivalents	(499		)	(309		)
Cash and cash equivalents at January 1	965			689
Cash and cash equivalents at September 30	$	466		$	380

(A) Free cash flow is defined by the Company as net cash from operating activities less capital expenditures. A reconciliation of net cash from operating activities to free cash flow for the three and nine months ended September 30, 2015 and 2014 follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Net cash from operating activities	$	330		$	126		$	315		$	9
Premiums paid to retire debt early	—			28			—			28
Adjusted net cash from operating activities	330			154			315			37
Capital expenditures	(65		)	(63		)	(176		)	(212		)
Free cash flow	$	265		$	91		$	139		$	(175	)

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