Crown Holdings Reports Fourth Quarter 2012 Results

Wednesday, January 30, 2013

PHILADELPHIA, Jan. 30, 2013 /PRNewswire/ -- Crown Holdings, Inc. (NYSE: CCK) today announced its financial results for the fourth quarter and year ended December 31, 2012.

2012 Highlights

Full Year

  • Income per diluted share $3.75; Before Certain Items $2.81
  • Free Cash Flow $345 million
  • 3.5 billion units of annualized beverage can capacity added in growth markets
  • Global beverage can unit volume grows 5%
  • 7.0 million shares repurchased

Fourth Quarter

  • Income per diluted share $0.20; Before Certain Items $0.51
  • Acquisition of Superior Multi-Packaging completed
  • Acquisition of Vietnamese beverage can and end plant completed

Net sales in the fourth quarter were $2,037 million compared to $2,058 million in the fourth quarter of 2011, primarily due to the pass through of lower material costs.

Fourth quarter gross profit was $281 million compared to $289 million in the 2011 fourth quarter and included an increase of $2 million from foreign currency translation.

Fourth quarter selling and administrative expense was $94 million compared to $97 million in the prior year quarter.

Segment income (a non-GAAP measure defined by the Company as gross profit less selling and administrative expense) was $187 million in the fourth quarter compared to $192 million in the fourth quarter of 2011 including an increase of $2 million from foreign currency translation. Segment income was 9.2% of net sales compared to 9.3% in the fourth quarter of 2011.

Commenting on the quarter, John W. Conway, Chairman and Chief Executive Officer, stated, "While European economic conditions remain challenging, net income per share before certain items and free cash flow performance met or exceeded the prior year.

"We look confidently ahead to 2013 and expect higher free cash flow, increasing productivity and contribution from our 2012 beverage can capacity additions, and the realization of benefits from our recent restructuring actions in Europe to continue to create increasing shareholder value," Mr. Conway said.

Net interest cost (interest expense less interest income) in the fourth quarter was $54 million compared to $55 million in the fourth quarter of 2011.

During the fourth quarter of 2012, the Company recorded charges of $38 million ($29 million, net of tax, or $0.20 per diluted share) for restructuring actions primarily in the Company's European division operations. The actions are expected to occur throughout 2013 with a portion of the anticipated benefit accruing to the Company beginning in the second half of 2013.

The Company also recorded a charge of $35 million ($23 million, net of tax, or $0.16 per diluted share) to increase its asbestos litigation reserve. Asbestos related payments totaled $28 million in both 2012 and 2011, and the Company expects 2013 payments to be similar to prior years' levels.

Net income attributable to Crown Holdings in the fourth quarter increased to $29 million, or $0.20 per diluted share, compared to $8 million, or $0.05 per diluted share, in the fourth quarter last year. Before certain items, net income increased to $74 million over the $73 million in the 2011 fourth quarter; and earnings per diluted share attributable to Crown Holdings improved to $0.51 over the $0.48 in the same quarter last year.

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.

Twelve Month Results
For the full year, net sales were $8,470 million compared to $8,644 million in 2011, reflecting $243 million of unfavorable foreign currency translation and the pass through of lower material costs, partially offset by 5% growth in global beverage can volumes.

Gross profit for 2012 was $1,277 million compared to $1,348 million in 2011 and includes inventory holding gains that did not recur in 2012 and $31 million of unfavorable foreign currency translation.

Selling and administrative expense for 2012 was $382 million compared to $395 million for 2011 reflecting a decrease of $10 million in foreign currency translation.

Segment income in 2012 was $895 million compared to $953 million in 2011. The decrease in 2012 was primarily due to 2011 inventory holding gains not recurring in 2012, $21 million of unfavorable currency translation and reduced profits in the Company's European three-piece steel packaging businesses.

Net interest cost (interest expense less interest income) in 2012 was $219 million compared to $221 million in 2011, and includes a $4 million decrease from foreign currency translation.

Net income attributable to Crown Holdings for 2012 was $557 million, or $3.75 per diluted share, compared to $282 million, or $1.83 per diluted share, in 2011. Before certain items, net income was $417 million compared to $433 million in 2011 and earnings per diluted share before certain items was $2.81 in both 2012 and 2011.

During 2012, the Company repurchased 7.0 million shares of Company common stock including 1.3 million shares repurchased in the open market during the fourth quarter.

Net debt at December 31, 2012 was $3,315 million compared to $3,190 million at December 31, 2011. The increase in net indebtedness includes $106 million related to acquisitions completed during 2012, including $28 million of acquired debt, and $31 million from foreign currency translation.

During the fourth quarter of 2012, the Company acquired an aluminum beverage can and end production facility in Dong Nai Province, Vietnam and also acquired a controlling interest in Superior Multi-Packaging Ltd. (SMP), a listed company on the Singapore Exchange. The acquired Dong Nai facility, which has one beverage can and two beverage end lines, is located northeast of Ho Chi Minh City and will be combined with Crown's existing Dong Nai facility, which is adjacent to the acquired site. SMP, with annual sales of approximately $130 million, primarily produces metal and plastic containers for the paint, chemical, petrochemical, marine and edible oil industries at its facilities in Singapore, China and Vietnam. The acquisition of the controlling interest in SMP was made by an indirect 55% owned subsidiary of the Company.

As previously announced in January 2013, the Company issued $1 billion of 4.5% senior unsecured notes due 2023 and initially used the proceeds to repay $500 million of indebtedness under the Company's senior secured term loan facilities and to pay related fees and expenses. On February 2, 2013 the Company expects to complete the previously announced redemption of its outstanding $400 million 7.625% senior secured notes due 2017 and pay associated redemption premiums on those notes. The Company expects to incur a pre-tax charge of approximately $32 million in connection with the redemption premiums and write-off of deferred financing fees.

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 regarding net income before certain items and income before certain items per diluted share does not conform to U.S. GAAP and includes 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 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 and income before certain items per diluted share can be used to evaluate the Company's operations. Segment income, free cash flow, net income before certain items and income before certain items per diluted share 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, net income before certain items and income before certain items per diluted share can be found within this release.

Conference Call
The Company will hold a conference call tomorrow, January 31, 2013 at 9:00 a.m. (EST) 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 (415) 228-5025 or toll-free (800) 475-0233 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 February 7. The telephone numbers for the replay are (203) 369-0572 or toll free (866) 403-7100.

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 Company's ability to improve its free cash flow, increase productivity and realize benefits from its recent beverage can capacity additions, generate cost savings and other benefits from restructuring actions, the magnitude of future payments for asbestos litigation and the successful redemption of its outstanding $400 million senior secured notes 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, 2011 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 – Finance, (215) 698-5341, or
Edward Bisno, Bisno Communications, (212) 717-7578.

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

 


 

Consolidated Statements of Operations (Unaudited)

(in millions, except share and per share data)

       
 

Three Months Ended

December 31,

 

Twelve Months Ended

December 31,

 

2012

 

2011

 

2012

 

2011

Net sales

$2,037

 

$2,058

 

$8,470

 

$8,644

Cost of products sold

1,709

 

1,725

 

7,013

 

7,120

Depreciation and amortization

47

 

44

 

180

 

176

Gross profit (1)

281

 

289

 

1,277

 

1,348

Selling and administrative expense

94

 

97

 

382

 

395

Provision for asbestos

35

 

28

 

35

 

28

Provision for restructuring

38

 

50

 

48

 

77

Asset impairments and sales

(18)

 

8

 

(42)

 

6

Loss from early extinguishment of debt

           

32

Interest expense

56

 

58

 

226

 

232

Interest income

(2)

 

(3)

 

(7)

 

(11)

Translation and foreign exchange adjustments

3

 

2

 

(1)

 

2

Income before income taxes

75

 

49

 

636

 

587

Provision for income taxes

11

 

12

 

(17)

 

194

Equity earnings

3

 

2

 

5

 

3

Net income

67

 

39

 

658

 

396

Net income attributable to noncontrolling interests

(38)

 

(31)

 

(101)

 

(114)

Net income attributable to Crown Holdings

$29

 

$8

 

$557

 

$282

Earnings per share attributable to Crown Holdings

common shareholders:

             

Basic

$0.20

 

$0.05

 

$3.81

 

$1.86

Diluted

$0.20

 

$0.05

 

$3.75

 

$1.83

               

Weighted average common shares outstanding:

             

Basic

143,035,092

 

149,799,805

 

146,066,394

 

151,705,706

Diluted

145,322,962

 

152,123,484

 

148,407,801

 

154,273,649

Actual common shares outstanding

143,136,473

 

148,449,293

 

143,136,473

 

148,449,293

               
               

(1) A reconciliation from gross profit to segment income is found on the following page.

 

 

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 less selling and administrative expense. A reconciliation from gross profit to segment income for the three and twelve months ended December 31, 2012 and 2011 follows:

 

 

Three Months Ended

December 31,

 

Twelve Months Ended

December 31,

 

2012

 

2011

 

2012

 

2011

Gross profit

$

281

 

$

289

 

$

1,277

 

$

1,348

Selling and administrative expense

 

94

   

97

   

382

   

395

Segment income

$

187

 

$

192

 

$

895

 

$

953

                   
                         
 

 

   

Segment Information

         
   

Three Months Ended December 31,

 

Twelve Months Ended
December 31,

Net Sales

 

2012

 

2011

 

2012

 

2011

                 

Americas Beverage

 

$

573

 

$

576

 

$

2,274

 

$

2,273

North America Food

   

204

   

213

   

876

   

889

European Beverage

   

368

   

378

   

1,653

   

1,669

European Food

   

410

   

445

   

1,793

   

1,999

Asia Pacific

   

259

   

235

   

979

   

861

Total reportable segments

   

1,814

   

1,847

   

7,575

   

7,691

Non-reportable segments

   

223

   

211

   

895

   

953

Total net sales

 

$

2,037

 

$

2,058

 

$

8,470

 

$

8,644

                         
                         

Segment Income

                       
                         

Americas Beverage

 

$

82

 

$

85

 

$

311

 

$

302

North America Food

   

29

   

31

   

146

   

146

European Beverage

   

43

   

34

   

217

   

210

European Food

   

29

   

37

   

180

   

239

Asia Pacific

   

35

   

35

   

137

   

125

Total reportable segments

   

218

   

222

   

991

   

1,022

Non-reportable segments

   

14

   

25

   

98

   

139

Corporate and other unallocated items

   

(45)

   

(55)

   

(194)

   

(208)

Total segment income

 

$

187

 

$

192

 

$

895

 

$

953

                           
                           
                                 

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

December 31,

 

Twelve Months Ended

December 31,

 

2012

 

2011

 

2012

 

2011

Net income attributable to Crown Holdings, as reported

$

29

 

$

8

 

$

557

 

$

282

Items, net of tax:

                     

Provision for asbestos

 

23

   

18

   

23

   

18

Provision for restructuring(1)

 

29

   

36

   

36

   

62

Asset impairments and sales (2)

 

(11)

   

6

   

(34)

   

4

Loss from early extinguishment of debt (3)

                   

20

Income taxes (4)

 

4

   

5

   

(165)

   

47

                       

Net income before the above items

$

74

 

$

73

 

$

417

 

$

433

                       
                       

Income per diluted common share as reported

$

0.20

 

$

0.05

 

$

3.75

 

$

1.83

Income per diluted common share before the above items

$

0.51

 

$

0.48

 

$

2.81

 

$

2.81

                       

Effective tax rate as reported

 

14.7%

   

24.5%

   

(2.7%)

   

33.0%

Effective tax rate before the above items

 

21.5%

   

24.4%

   

25.0%

   

25.5%

                       

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 ("U.S. GAAP"). The Company believes these non-GAAP measures provide useful information to evaluate the performance of the Company's ongoing business.

 
   

(1)

In the fourth quarter and full year of 2012, the Company recorded restructuring charges of $38 million ($29 million, net of tax, or $0.20 per diluted share) and $48 million ($36 million, net of tax and noncontrolling interest, or $0.24 per diluted share) for various restructuring actions. In the fourth quarter and full year of 2011, the Company recorded restructuring charges of $50 million ($36 million, net of tax, or $0.24 per diluted share) and $77 million ($62 million, net of tax, or $0.40 per diluted share), primarily related to a restructuring of its European division operations and the relocation of its European Division headquarters from France to Switzerland.

   

(2)

In the fourth quarter and full year of 2012, the Company recorded gains on asset sales of $18 million ($11 million, net of tax and noncontrolling interest, or $0.07 per diluted share) and $42 million ($34 million, net of tax and noncontrolling interest, or $0.23 per diluted share) primarily related to insurance proceeds received for property damage incurred in the 2011 flooding in Thailand and a gain on the acquisition of Superior Multi-Packaging. In the fourth quarter and full year of 2011, the Company recorded net charges of $8 million ($6 million, net of tax, or $0.04 per diluted share) and $6 million ($4 million, net of tax, or $0.03 per diluted share) for asset impairments and sales.

   

(3)

In the first quarter of 2011, the Company recorded a loss of $30 million ($19 million, net of tax, or $0.12 per diluted share) in connection with the early extinguishment of its $600 million notes due 2015. In the second quarter of 2011, the Company recorded a loss of $2 million ($1 million, net of tax, or $0.01 per diluted share) primarily in connection with the redemption of its notes due September 2011.

   

(4)

In the third quarter of 2012, the Company recorded net income tax benefits of $169 million ($1.14 per diluted share) primarily related to the recognition of U.S. foreign tax credits. In the fourth quarter of 2012, the Company recorded a tax charge of $4 million ($0.03 per diluted share) related to French tax law changes. In the first and fourth quarters of 2011, the Company recorded aggregate tax charges of $17 million ($0.11 per diluted share) and $5 million ($0.03 per diluted share) in connection with the relocation of its European Division headquarters. In the third quarter of 2011, the Company recorded a tax charge of $25 million ($0.17 per diluted share) in connection with a tax law change in France that limits the amount of tax loss carryforwards a company can use in any year.

 

 

Consolidated Balance Sheets (Condensed & Unaudited)

(in millions)

 

December 31,

2012

 

2011

Assets

               

Current assets

               

Cash and cash equivalents

 

$

350

   

$

342

 

Receivables, net

   

1,057

     

948

 

Inventories

   

1,166

     

1,148

 

Prepaid expenses and other current assets

   

177

     

165

 

Total current assets

   

2,750

     

2,603

 
                 

Goodwill

   

1,998

     

1,952

 

Property, plant and equipment, net

   

1,995

     

1,751

 

Other non-current assets

   

747

     

562

 

Total

 

$

7,490

   

$

6,868

 
                 
                 

Liabilities and equity

               

Current liabilities

               

Short-term debt

 

$

261

   

$

128

 

Current maturities of long-term debt

   

115

     

67

 

Accounts payable and accrued liabilities

   

2,142

     

2,090

 

Total current liabilities

   

2,518

     

2,285

 
                 

Long-term debt, excluding current maturities

   

3,289

     

3,337

 

Other non-current liabilities

   

1,560

     

1,485

 
                 

Noncontrolling interests

   

285

     

234

 

Crown Holdings shareholders' deficit

   

(162)

     

(473)

 

Total (deficit)/equity

   

123

     

(239)

 

Total

 

$

7,490

   

$

6,868

 
                 
                 

 

 

Consolidated Statements of Cash Flows (Condensed & Unaudited)

(in millions)

 

Twelve months ended December 31,

 

2012

   

2011

               

Cash flows from operating activities

             

Net income

 

$

658

   

$

396

 

Depreciation and amortization

   

180

     

176

 

Provision for restructuring

   

48

     

77

 

Asset impairments and sales

   

(42)

     

6

 

Pension expense

   

98

     

97

 

Pension contributions

   

(103)

     

(404)

 

Stock-based compensation

   

18

     

18

 

Working capital changes

   

(98)

     

(55)

 

Deferred taxes and other

   

(138)

     

68

 
                 

Net cash provided by operating activities (A)

   

621

     

379

 
                 

Cash flows from investing activities

               

Capital expenditures

   

(324)

     

(401)

 

Acquisition of businesses, net of cash acquired

   

(78)

         

Insurance proceeds

   

48

         

Proceeds from sale of assets

   

3

     

26

 

Other

   

(11)

     

3

 
                 

Net cash used for investing activities

   

(362)

     

(372)

 
                 

Cash flows from financing activities

               

Net change in debt

   

72

     

509

 

Purchase of noncontrolling interests

   

(4)

     

(202)

 

Common stock repurchased

   

(257)

     

(312)

 

Dividends paid to noncontrolling interests

   

(79)

     

(102)

 

Other, net

   

14

     

(22)

 
                 

Net cash used for financing activities

   

(254)

     

(129)

 
                 

Effect of exchange rate changes on cash and cash equivalents

   

3

     

1

 
                 

Net change in cash and cash equivalents

   

8

     

(121)

 

Cash and cash equivalents at January 1

   

342

     

463

 
                 

Cash and cash equivalents at December 31

 

$

350

   

$

342

 
                 

(A)

Free cash flow is defined by the Company as adjusted net cash provided by/used for operating activities less capital expenditures. A reconciliation from net cash provided by operating activities to free cash flow for the three and twelve months ended December 31, 2012 and 2011 follows:

 

 

Three Months Ended

December 31,

 

Twelve Months Ended

December 31,

 

2012

 

2011

 

2012

 

2011

Net cash provided by operating activities

$738

 

$513

 

$621

 

$379

Pension plan prefunding (1)

   

328

     

328

Premiums paid to retire debt early

           

27

Adjusted net cash provided by operating activities

738

 

841

 

621

 

734

Capital expenditures

(110)

 

( 128)

 

(324)

 

(401)

Insurance proceeds from Thailand flooding

15

     

48

   

Free cash flow

$643

 

$713

 

$345

 

$333

               

(1)

The Company made contributions of $328 million to prefund its North American defined benefit pension plans in the fourth quarter of 2011.

 

SOURCE Crown Holdings, Inc.