Crown Holdings, Inc. Reports Third Quarter 2016 Results

Consolidated Statements of Operations (Unaudited)

(in millions, except share and per share data)

Three Months Ended

September 30,

Nine Months Ended

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

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
Actual

2016 at
2015 rates ⁽²⁾

2015
Actual

2016
Actual

2016 at
2015 rates ⁽²⁾

2015
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.

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.

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.

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

September 30,

Nine Months Ended

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