EX-99 2 ex99sep2015.htm EXHIBIT 99 8-K

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.


Page 1 of 8

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.


Page 2 of 8

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.









Page 3 of 8

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.



Page 4 of 8

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.

Page 5 of 8

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.


Page 6 of 8

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









Page 7 of 8

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
)


Page 8 of 8