EX-99 2 ex99sept2016.htm Q3 2016 EARNINGS RELEASE Exhibit

News Release
Corporate Headquarters
One Crown Way
Philadelphia, PA 19154-4599
 
crownbwlogo2ba01.gif


 
CROWN HOLDINGS, INC. REPORTS THIRD QUARTER 2016 RESULTS
 

Philadelphia, PA - October 19, 2016. Crown Holdings, Inc. (NYSE: CCK) today announced its financial results for the third quarter ended September 30, 2016.

Third Quarter Highlights
Earnings per share $1.31 for the quarter; $3.09 YTD versus $2.35 in 2015
Adjusted earnings per share $1.33 for the quarter; $3.21 YTD versus $2.89 in 2015
Income from operations up 14% YTD, from $726 million to $829 million
Segment income up 6% YTD, from $792 million to $842 million
Beverage can growth projects on schedule

Net sales in the third quarter were $2,326 million compared to $2,460 million in the third quarter of 2015, reflecting $55 million of unfavorable currency translation in 2016 compared to 2015 and the pass through of lower raw material costs.
 
Income from operations improved to $315 million in the quarter compared to $281 million in the third quarter of 2015. Segment income improved to $333 million in the quarter compared to $328 million in 2015, and included $9 million of unfavorable currency translation.

Commenting on the quarter, Timothy J. Donahue, President and Chief Executive Officer, stated, “Performance in the third quarter was solid across most businesses, notably beverage cans where global sales volumes grew 4% during the quarter.

“We are on schedule with our capacity expansion projects to meet continuing growth in beverage can demand.  In June, we successfully commenced operations at our third Cambodian beverage can plant in Phnom Penh.  Our new beverage can plant in Monterrey, Mexico as well as the second production line at our Osmaniye, Turkey facility are scheduled to begin production during this year's fourth quarter.  In early 2017, we expect to start up our Nichols, New York beverage can plant, which will expand our specialty can presence in North America.  In Colombia, we have begun a capacity expansion with the added production expected to be available for shipment in the second quarter of 2017.  We will also begin installation of a second high speed aluminum production line at our beverage can plant in Custines, France, which will complete that facility's conversion from steel to aluminum.  Commercial start-up of the line is scheduled for April 2017.

“Looking ahead, we continue to see opportunities as we meet growing customer and consumer demand.”

Interest expense was $59 million in the third quarter of 2016 compared to $68 million in 2015 primarily due to lower outstanding debt.
 
Net income attributable to Crown Holdings in the third quarter increased to $183 million over the $141 million in the third quarter of 2015. Reported diluted earnings per share were $1.31 in the third quarter of 2016 compared to $1.01 in the 2015 third quarter. Adjusted diluted earnings per share were $1.33 compared to $1.34 in 2015.





Page 1 of 8


News Release
Corporate Headquarters
One Crown Way
Philadelphia, PA 19154-4599
 
crownbwlogo2ba01.gif


A reconciliation from net income and diluted earnings per share to adjusted net income and adjusted diluted earnings per share is provided below.

Nine Month Results
Net sales for the first nine months of 2016 were $6,361 million compared to $6,735 million in the first nine months of 2015, and included $200 million of unfavorable currency translation in 2016 compared to 2015 and the pass through of lower raw material costs.
 
Income from operations improved to $829 million compared to $726 million in the first nine months of 2015. Segment income improved to $842 million compared to $792 million in the first nine months of 2015, and included $30 million of unfavorable currency translation.

Interest expense was $181 million for the first nine months of 2016 compared to $202 million in the same period of 2015 primarily due to lower outstanding debt. .

Net income attributable to Crown Holdings for the first nine months of 2016 increased to $431 million over the $327 million in the first nine months of 2015. Reported diluted earnings per share for the first nine months of 2016 were $3.09 compared to $2.35 in the same period of last year. Adjusted diluted earnings per share were $3.21 compared to $2.89 in 2015.

Non-GAAP Measures
Segment income, adjusted free cash flow, adjusted net income, the adjusted effective tax rate, adjusted earnings per share, and the information presented excluding the impact of currency translation are not defined terms under U.S. generally accepted accounting principles (non-GAAP measures). Non-GAAP measures should not be considered in isolation or as a substitute for net income, 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 as the principal measure of the performance of its operations and adjusted free cash flow as the principal measure of its liquidity. The Company considers both of these measures in the allocation of resources. Adjusted 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 adjusted net income, the adjusted effective tax rate, adjusted diluted earnings per share, and information excluding the impact of currency translation are useful in evaluating the Company’s operations as these measures are adjusted for items that affect comparability between periods. The Company believes that adjusted free cash flow provides a meaningful measure of liquidity and a useful basis for assessing the Company’s ability to fund its activities, including the financing of acquisitions, debt repayments, share repurchases or possible future dividends. Segment income, adjusted free cash flow, the adjusted effective tax rate, adjusted net income, adjusted diluted earnings per 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, adjusted free cash flow, the adjusted effective tax rate, adjusted net income, adjusted diluted earnings per 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
 
crownbwlogo2ba01.gif


The Company will hold a conference call tomorrow, October 20, 2016 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 (630) 395-0227 or toll-free (888) 606-8412 and the access passcode is 3799330. 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 (402) 998-0517 or toll free (888) 282-0034.

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; the continuation of performance trends in 2016; the future growth in demand for beverage, food and aerosol cans, including in regions where the Company is adding capacity; the Company’s ability to successfully complete and begin production at beverage can capacity or conversion projects within expected timelines and budgets in Mexico, Turkey, New York, Colombia and France; and the Company’s ability to continue to identify and successfully complete and operate additional 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, 2015 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
 
crownbwlogo2ba01.gif


Consolidated Statements of Operations (Unaudited)
(in millions, except share and per share data)

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
Net sales
$
2,326

 
$
2,460

 
$
6,361

 
$
6,735

 
 
 
 
 
 
 
 
Cost of products sold
1,838

 
1,984

 
5,050

 
5,487

Depreciation and amortization
63

 
61

 
188

 
174

Selling and administrative expense
90

 
94

 
275

 
291

Restructuring and other
20

 
40

 
19

 
57

Income from operations 
315

 
281

 
829

 
726

Foreign exchange
(5
)
 
9

 
(22
)
 
14

Interest expense
59

 
68

 
181

 
202

Interest income
(3
)
 
(4
)
 
(8
)
 
(8
)
Loss from early extinguishment of debt
10

 

 
37

 
9

Income before income taxes
254

 
208

 
641

 
509

Provision for income taxes
48

 
48

 
151

 
134

Net income
206

 
160

 
490

 
375

Net income attributable to noncontrolling interests
(23
)
 
(19
)
 
(59
)
 
(48
)
Net income attributable to Crown Holdings
$
183

 
$
141

 
$
431

 
$
327

Earnings per share attributable to Crown Holdings
     common shareholders:

 
 
 


 


     Basic
$
1.32

 
$
1.02

 
$
3.11

 
$
2.37

     Diluted
$
1.31

 
$
1.01

 
$
3.09

 
$
2.35

 

 
 
 


 


Weighted average common shares outstanding:
 
 
 
 
 
 
 
     Basic
138,670,185

 
138,053,305

 
138,441,036

 
137,889,023

     Diluted
139,502,082

 
139,081,472

 
139,379,726

 
139,002,264

Actual common shares outstanding
139,770,059

 
139,404,268

 
139,770,059

 
139,404,268








Page 4 of 8


News Release
Corporate Headquarters
One Crown Way
Philadelphia, PA 19154-4599
 
crownbwlogo2ba01.gif

Consolidated Supplemental Financial Data (Unaudited)
(in millions)
Reconciliation from Income from Operations to Segment Income and Constant Currency 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 income from operations adjusted to add back provisions for asbestos and restructuring and other, the impact of fair value adjustments to inventory acquired in an acquisition, and the timing impact of hedge ineffectiveness.
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Income from operations
$
315

 
$
281

 
$
829

 
$
726

Provision for restructuring and other
20

 
40

 
19

 
57

Fair value adjustment to inventory (1)

 

 

 
6

Impact of hedge ineffectiveness (1)
(2
)
 
7

 
(6
)
 
3

Segment income
333

 
328

 
842

 
792

Foreign currency translation (2)
9

 

 
30

 

Constant currency segment income
$
342

 
$
328

 
$
872

 
$
792

(1) Included in cost of products sold

Segment Information
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
Net Sales
2016
 
2016 at
 
2015
 
2016
 
2016 at
 
2015
 
Actual
 
2015 rates (2)
 
Actual
 
Actual
 
2015 rates (2)
 
Actual
Americas Beverage
$
719

 
$
741

 
$
722

 
$
2,068

 
$
2,173

 
$
2,080

North America Food
190

 
193

 
200

 
504

 
516

 
530

European Beverage
413

 
427

 
427

 
1,129

 
1,163

 
1,173

European Food
599

 
606

 
641

 
1,459

 
1,475

 
1,564

Asia Pacific
281

 
284

 
300

 
839

 
861

 
920

     Total reportable segments
2,202

 
2,251

 
2,290

 
5,999

 
6,188

 
6,267

Non-reportable segments
124

 
130

 
170

 
362

 
373

 
468

     Total net sales
$
2,326

 
$
2,381

 
$
2,460

 
$
6,361

 
$
6,561

 
$
6,735


Segment Income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas Beverage
$
119

 
$
123

 
$
116

 
$
329

 
$
345

 
$
300

North America Food
25

 
26

 
25

 
57

 
59

 
72

European Beverage
83

 
85

 
74

 
204

 
211

 
178

European Food
96

 
97

 
98

 
212

 
214

 
208

Asia Pacific
37

 
37

 
37

 
111

 
113

 
111

     Total reportable segments
360

 
368

 
350

 
913

 
942

 
869

Non-reportable segments
19

 
21

 
25

 
52

 
55

 
62

Corporate and other unallocated items
(46
)
 
(47
)
 
(47
)
 
(123
)
 
(125
)
 
(139
)
     Total segment income
$
333

 
$
342

 
$
328

 
$
842

 
$
872

 
$
792


(2) Information presented for 2016 at 2015 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, the Company multiplies or divides, as appropriate, the current year U.S. dollar results by the current year average foreign exchange rates and then multiplies or divides, 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
 
crownbwlogo2ba01.gif

Consolidated Supplemental Data (Unaudited)
(in millions, except per share data)

Reconciliation from Net Income and Diluted Earnings Per Share to Adjusted Net Income and Adjusted Diluted Earnings Per Share
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Net income/diluted earnings per share
   attributable to Crown Holdings, as reported
$
183

 
$
1.31

 
$
141

 
$
1.01

 
$
431

 
$
3.09

 
$
327

 
$
2.35

Fair value adjustment to inventory (1)

 

 

 

 

 

 
6

 
.04

Impact of hedge ineffectiveness (2)
(2
)
 
(.01
)
 
7

 
.05

 
(6
)
 
(.04
)
 
3

 
.02

     Restructuring and other (3)
20

 
.14

 
45

 
.33

 
19

 
.14

 
62

 
.45

     Loss from early extinguishment of debt (4) 
10

 
.07

 

 

 
37

 
.27

 
9

 
.06

     Income taxes (5)
(25
)
 
(.18
)
 
(7
)
 
(.05
)
 
(33
)
 
(.25
)
 
(5
)
 
(.03
)
Adjusted net income/ diluted earnings per share
$
186

 
$
1.33

 
$
186

 
$
1.34

 
$
448

 
$
3.21

 
$
402

 
$
2.89

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Effective tax rate as reported
18.9
%
 
 
 
23.1
%
 
 
 
23.6
%
 
 
 
26.3
%
 
 
Adjusted effective tax rate (6)
25.9
%
 
 
 
21.2
%
 
 
 
26.6
%
 
 
 
23.6
%
 
 


(1)
In the first quarter of 2015, the Company recorded a charge of $6 million ($4 million net of tax) in cost of products sold for fair value adjustments related to the sale of inventory acquired in its acquisition of Empaque.

(2)
In the third quarter and first nine months of 2016, the Company recorded benefits of $2 million ($2 million net of tax) and $6 million ($5 million net of tax) in cost of products sold related to the timing impact of hedge ineffectiveness. In the third quarter and first nine months of 2015, the Company recorded charges of $7 million ($5 million net of tax) and $3 million ($2 million net of tax).

(3)
In the third quarter and first nine months of 2016, the Company recorded restructuring and other charges of $19 million ($15 million net of tax) and $25 million ($20 million net of tax) including pension settlement charges. In the third quarter and first nine months of 2015, the Company recorded restructuring and other charges of $31 million ($29 million net of tax) and $48 million ($43 million net of tax), 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 2016, the Company recorded losses of $1 million ($1 million net of tax) and gains of $6 million ($4 million net of tax) for asset sales and impairments. In both the third quarter and first nine months of 2015, the Company recorded losses of $14 million ($11 million net of tax for the quarter, $10 million for nine months) for asset sales and impairments primarily related to the sale of four industrial specialty packaging plants in Europe.

(4)
In the first quarter of 2016, the Company recorded a charge of $27 million ($17 million net of tax) for premiums paid and the write off of deferred financing fees in connection with the redemption of its outstanding $700 million notes due 2021. In the third quarter of 2016, the Company recorded a charge of $10 million ($7 million net of tax) for the write off of deferred financing fees in connection with the early repayment of a portion of its Term Loan A borrowings. In the second quarter of 2015, the Company recorded a charge of $9 million ($6 million net of tax) for the write off of deferred financing fees in connection with the repayment of its Term Loan B borrowings.

(5)
In the third quarter and first nine months of 2016, the Company recorded income tax benefits of $7 million and $15 million related to the items described above. Also in the third quarter of 2016, the Company recorded charges of $13 million in connection with tax contingencies related to the Mivisa acquisition and a corporate restructuring, and benefits of $31 million to reverse tax valuation allowances in Canada. In the third quarter and first nine months of 2015, the Company recorded income tax benefits of $7 million and $15 million related to the items described above, and charges of $10 million for the nine months to record the impact of an unfavorable tax court ruling and tax rate change in Spain.

(6)
Income tax effects on adjusted net income were calculated using the applicable tax rates of the underlying jurisdictions.




Page 6 of 8


News Release
Corporate Headquarters
One Crown Way
Philadelphia, PA 19154-4599
 
crownbwlogo2ba01.gif




Consolidated Balance Sheets (Condensed & Unaudited)
(in millions)
 
 
 
 
September 30,
2016
 
2015 (1)
Assets
 
 
 
Current assets
 
 
 
   Cash and cash equivalents
$
526

 
$
466

   Receivables, net
1,047

 
1,183

   Inventories
1,300

 
1,302

   Prepaid expenses and other current assets
217

 
305

        Total current assets
3,090

 
3,256

 

 

Goodwill and intangible assets
3,450

 
3,664

Property, plant and equipment, net
2,746

 
2,614

Other non-current assets
677

 
631

        Total
$
9,963

 
$
10,165

 

 

 

 

Liabilities and equity

 

Current liabilities

 

   Short-term debt
$
49

 
$
61

   Current maturities of long-term debt
121

 
142

   Accounts payable and accrued liabilities
2,627

 
2,527

        Total current liabilities
2,797

 
2,730

 

 

Long-term debt, excluding current maturities
5,097

 
5,544

Other non-current liabilities
1,290

 
1,458

 

 

Noncontrolling interests
310

 
293

Crown Holdings shareholders' equity
469

 
140

Total equity
779

 
433

        Total
$
9,963

 
$
10,165





(1)
Certain prior year amounts have been reclassified in accordance with new accounting guidance regarding the presentation of debt issuance costs.





Page 7 of 8


News Release
Corporate Headquarters
One Crown Way
Philadelphia, PA 19154-4599
 
crownbwlogo2ba01.gif

Consolidated Statements of Cash Flows (Condensed & Unaudited)
(in millions)
Nine months ended September 30,
2016
 
2015
 
 
 
 
Cash flows from operating activities
 
 
 
   Net income
$
490

 
$
375

   Depreciation and amortization
188

 
174

   Provision for restructuring and other
19

 
57

   Pension expense
21

 
35

   Pension contributions
(81
)
 
(54
)
   Stock-based compensation
15

 
22

   Working capital changes and other
(276
)
 
(294
)
          Net cash provided by operating activities (A)
376

 
315

 
 
 
 
Cash flows from investing activities
 
 
 
   Purchase of business

 
(1,207
)
   Capital expenditures
(244
)
 
(176
)
   Proceeds from sale of business

 
33

   Other
16

 
(24
)
          Net cash used for investing activities
(228
)
 
(1,374
)
 
 
 
 
Cash flows from financing activities
 
 
 
   Net change in debt
(323
)
 
689

   Dividends paid to noncontrolling interests
(43
)
 
(21
)
Debt issue costs
(16
)
 
(18
)
   Other, net
54

 
(39
)
          Net cash provided by (used for) financing activities
(328
)
 
611

 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
(11
)
 
(51
)
 

 

Net change in cash and cash equivalents
(191
)
 
(499
)
Cash and cash equivalents at January 1
717

 
965

 

 

Cash and cash equivalents at September 30
$
526

 
$
466




(A)
Adjusted free cash flow is defined by the Company as net cash from operating activities less capital expenditures and certain other items. A reconciliation from net cash from operating activities to adjusted free cash flow for the three and nine months ended September 30, 2016 and 2015 follows:

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
Net cash from operating activities
$
313

 
$
330

 
$
376

 
$
315

Capital expenditures
(101
)
 
(65
)
 
(244
)
 
(176
)
Free cash flow
212

 
265

 
132

 
139

Premiums paid to retire debt early

 
 
 
22

 
 
Adjusted free cash flow
$
212

 
$
265

 
$
154

 
$
139



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