CROWN HOLDINGS INC - FORM 8-K - EX-99 - THIRD QUARTER 2011 CROWN EARNINGS RELEASE

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8-K - CURRENT REPORT DATED OCTOBER 18, 2011 - CROWN HOLDINGS INC	earnings8k-sep2011.htm

Exhibit 99

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

CROWN HOLDINGS REPORTS THIRD QUARTER 2011 RESULTS

Philadelphia, PA – October 18, 2011. Crown Holdings, Inc. (NYSE:CCK) today announced its financial results for the third quarter ended September 30, 2011.

Third Quarter Highlights

Income Per Diluted Share $0.84; Before Certain Items improves 19% to $1.01

Gross profit increases 5%

Global beverage can sales unit volumes up 3%

Three new beverage can lines in Brazil ready for the Southern Hemisphere summer season

Net sales in the third quarter grew to $2,423 million over the $2,205 million in the third quarter of 2010, primarily driven by the pass-through of higher raw material costs and $92 million from foreign currency translation. Approximately 74% of net sales were generated outside the U.S. in the third quarter compared to 72% in the third quarter of 2010.

Third quarter gross profit improved 5.0% to $396 million over the $377 million in the 2010 third quarter and included $14 million from foreign currency translation.

Selling and administrative expense was $96 million in the third quarter compared to $82 million in the prior year and included $4 million from foreign currency translation.

Segment income (a non-GAAP measure defined by the Company as gross profit less selling and administrative expense) increased to $300 million in the third quarter over the $295 million in the third quarter of 2010 including $10 million of foreign currency translation.

Commenting on the quarter, John W. Conway, Chairman and Chief Executive Officer, stated, “We are pleased with our overall financial performance and solid execution in the third quarter. Comparable diluted earnings per share were up 19% despite a challenging macro economic environment, adverse weather conditions in parts of North America and a cool and damp summer across much of Europe. These solid results reflect the strength of the developing markets in which we have expanded over the last several years, the diversification of our product offerings and geographic footprint, world class operating performance and our constant focus on cost containment.

“Global beverage can sales unit volumes rose 3% in the third quarter driven by continued strong demand in the emerging markets of Brazil and Asia. Our second beverage can line in Phnom Penh, Cambodia began commercial production earlier this month and in the first half of 2012 we expect to begin production at several new beverage can plants including in China and Brazil,” Mr. Conway added.

Interest expense in the third quarter was $58 million compared to $55 million in the third quarter of 2010. The increase reflects $2 million from foreign currency translation.

During the third quarter of 2011, the Company recorded a tax charge of $25 million ($0.17 per diluted share) for a deferred tax valuation allowance adjustment arising from a September 2011 tax law change in France that limits the amount of tax loss carryforwards a company can use in any year. The Company expects to make these tax payments over the next four years.

Page 1 of 9

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

Net income attributable to Crown Holdings in the third quarter increased to $129 million, or $0.84 per diluted share, over the $126 million, or $0.78 per diluted share, in the third quarter last year. Before certain items, net income increased 12.4% to $154 million over the $137 million in 2010 third quarter; and earnings per diluted share attributable to Crown Holdings improved 18.8% to $1.01 from $0.85 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.

Nine Month Results

During the first nine months of 2011, net sales increased to $6,586 million over the $5,992 million in the first nine months of 2010, reflecting higher global sales unit volumes, the pass-through of higher raw material costs and $224 million of favorable foreign currency translation. Approximately 73% of net sales were generated outside the U.S. in the first nine months of 2011 compared to 71% in the first nine months of 2010.

Gross profit for the nine month period improved to $1,059 million over the $962 million in the first nine months of 2010 and reflects global sales unit volume growth, ongoing productivity improvements, and $32 million of favorable foreign currency translation.

Selling and administrative expense for the nine month period was $298 million compared to $256 million for the same 2010 period. The increase in expense reflects $11 million in foreign currency translation and a one time benefit of $20 million (recorded as a reduction to corporate and other unallocated items) realized in the first quarter of 2010 from the settlement of a legal dispute unrelated to the Company’s ongoing operations.

Segment income in the first nine months of 2011 grew 7.8% to $761 million over the $706 million in the first nine months of 2010, including $21 million of improvement due to foreign currency translation. Excluding the $20 million settlement benefit realized in 2010, segment income increased 10.9% and was 11.6% of net sales in the first nine months of 2011 compared to 11.4% of net sales for the same period last year.

Interest expense for the first nine months of 2011 was $174 million compared to $147 million in the same period of 2010, reflecting higher average debt outstanding and $4 million from foreign currency translation.

During the first nine months of 2011, the Company recorded restructuring charges of $27 million ($26 million, net of tax, or $0.16 per diluted share) primarily related to the relocation of its European headquarters from France to Switzerland, and tax charges of $42 million ($0.27 per diluted share) in connection with the relocation and the new tax law in France. Also during the first nine months of 2011, the Company recorded gains on sales of assets of $2 million ($2 million, net of tax, or $0.01 per diluted share) and losses of $32 million ($20 million, net of tax, or $0.13 per diluted share) in connection with the early extinguishment of its $600 million senior secured notes due 2015 and its first priority senior secured notes due September 2011.

Net income attributable to Crown Holdings for the first nine months of 2011 was $274 million, or $1.77 per diluted share, compared to $279 million, or $1.71 per diluted share, in the first nine months of 2010.

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

Before certain items, net income increased 22.0% to $360 million over the $295 million in 2010; and earnings per diluted share improved 28.2% to $2.32 from $1.81 in the first nine months of 2010.

Net debt (a non-GAAP measure defined by the Company as total debt less cash) was $464 million higher at September 30, 2011 than at September 30, 2010, and includes $362 million in common share repurchases and $49 million from the purchase of noncontrolling interests.

Debt and cash amounts were:

	September 30, 2011		December 31, 2010		September 30, 2010		December 31, 2009
Total debt	$	3,757	$	3,048	$	3,229	$	2,798
Cash		479		463		415		459
Net debt	$	3,278	$	2,585	$	2,814	$	2,339

Receivables securitizations not included in total debt above	$	0	$	0	$	0	$	232

Non-GAAP Measures

Segment income, free cash flow and net debt 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, cash flow or total debt 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 net debt is a useful measure of the Company’s debt levels and 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 debt, 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 debt, 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, October 19, 2011 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 (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 October 26. The telephone numbers for the replay are (203) 369-3106 or toll free (888) 566-0111 and the access passcode is 0105.

Page 3 of 9

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

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 implement expansion and commercialization plans on schedule, to begin production as expected at new beverage can plants, and continued growth rates for beverage cans in emerging markets 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, 2010 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.

Page 4 of 9

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,
		2011		2010		2011		2010

Net sales	$	2,423	$	2,205	$	6,586	$	5,992

Cost of products sold		1,980		1,788		5,395		4,902
Depreciation and amortization		47		40		132		128
Gross profit (1)		396		377		1,059		962

Selling and administrative expense		96		82		298		256
Provision for asbestos				15				15
Provision for restructuring		2		17		27		41
Asset impairments and sales		(2)		(11)		(2)		(18)
Loss from early extinguishment of debt				16		32		16
Interest expense		58		55		174		147
Interest income		(2)		(3)		(8)		(6)
Translation and foreign exchange adjustments		(1)		(2)				(4)
Income before income taxes		245		208		538		515
Provision for income taxes		87		47		182		143
Equity earnings		1				1
Net income		159		161		357		372
Net income attributable to noncontrolling interests		(30)		(35)		(83)		(93)
Net income attributable to Crown Holdings	$	129	$	126	$	274	$	279
Earnings per share attributable to Crown Holdings common shareholders:
Basic	$	0.86	$	0.79	$	1.80	$	1.74
Diluted	$	0.84	$	0.78	$	1.77	$	1.71

Weighted average common shares outstanding:
Basic		150,138,644		159,181,133		152,347,988		160,280,362
Diluted		152,680,719		161,674,329		155,069,413		162,683,432
Actual common shares outstanding		151,154,989		159,087,919		151,154,989		159,087,919

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

Page 5 of 9

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 less selling and administrative expense. A reconciliation from gross profit to segment income for the three and nine months ended September 30, 2011 and 2010 follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
		2011		2010		2011		2010

Gross profit	$	396	$	377	$	1,059	$	962
Selling and administrative expense		96		82		298		256
Segment income	$	300	$	295	$	761	$	706

	Segment Information

	Three Months Ended September 30,				Nine Months Ended September 30,
Net Sales		2011		2010		2011		2010

Americas Beverage	$	594	$	547	$	1,697	$	1,576
North America Food		271		275		676		686
European Beverage		451		411		1,291		1,164
European Food		623		558		1,554		1,383
European Specialty Packaging		122		108		341		296
Total reportable segments		2,061		1,899		5,559		5,105
Non-reportable segments		362		306		1,027		887
Total net sales	$	2,423	$	2,205	$	6,586	$	5,992

Segment Income

Americas Beverage	$	77	$	74	$	217	$	204
North America Food		49		42		115		91
European Beverage		61		70		176		197
European Food		87		83		202		182
European Specialty Packaging		11		12		30		23
Total reportable segments		285		281		740		697
Non-reportable segments		62		57		174		149
Corporate and other unallocated items		(47)		(43)		(153)		(140)
Total segment income	$	300	$	295	$	761	$	706

Page 6 of 9

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,
		2011		2010		2011		2010

Net income attributable to Crown Holdings, as reported	$	129	$	126	$	274	$	279
Items, net of tax:
Settlement of dispute (1)								(20)
Provision for asbestos				9				9
Provision for restructuring (2)		2		13		26		37
Asset impairments and sales (3)		(2)		(11)		(2)		(17)
Loss from early extinguishment of debt (4)				10		20		10
Income taxes (5)		25		(10)		42		(3)
Net income before the above items	$	154	$	137	$	360	$	295

Income per diluted common share as reported	$	0.84	$	0.78	$	1.77	$	1.71
Income per diluted common share before the above items	$	1.01	$	0.85	$	2.32	$	1.81

Effective tax rate as reported		35.5%		22.6%		33.8%		27.8%
Effective tax rate before the above items		25.3%		29.8%		25.7%		29.3%

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 first quarter of 2010, the Company recorded a benefit of $20 million ($20 million, net of tax, or $0.12 per diluted share) in selling and administrative expense for a legal settlement unrelated to the Company’s ongoing operations.

(2)

In the third quarter and first nine months of 2011, the Company recorded restructuring charges of $2 million ($2 million, net of tax, or $0.01 per diluted share) and $27 million ($26 million, net of tax, or $0.16 per diluted share), respectively, primarily related to the relocation of its European Division headquarters from France to Switzerland. In the third quarter and first nine months of 2010, the Company recorded restructuring charges of $17 million ($13 million, net of tax, or $0.08 per diluted share) and $41 million ($37 million, net of tax, or $0.23 per diluted share), respectively, primarily related to a plant closure in Canada and severance costs for administrative headcount reductions.

(3)

In the third quarter of 2011, the Company recorded net gains of $2 million ($2 million, net of tax, or $0.01 per diluted share) for asset sales and impairments. In the third quarter and first nine months of 2010, the Company recorded net gains of $11 million ($11 million, net of tax, or $0.07 per diluted share) and $18 million ($17 million, net of tax, or $0.11 per diluted share) respectively, for asset sales and impairments.

(4)

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 senior secured 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 first priority senior secured notes due September 2011. In the third quarter of 2010, the Company recorded losses on extinguishments of debt of $16 million ($10 million, net of tax, or $0.06 per diluted share) related to the repurchase of €65 million of its first priority senior secured notes due 2011, and the redemption of the remaining $200 million outstanding principal of its senior notes due 2013.

(5)

In the first quarter of 2011, the Company recorded a tax charge of $17 million ($0.11 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. In the first quarter of 2010, the Company recorded a charge of $7 million ($0.04 per diluted share) to recognize the tax impact of new U.S. health care legislation on the Company’s deferred taxes. In the third quarter of 2010, the Company recorded benefits of $10 million ($0.06 per diluted share) for valuation allowance adjustments in certain foreign jurisdictions.

Page 7 of 9

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

Consolidated Balance Sheets (Condensed & Unaudited)
(in millions)

September 30,		2011		2010
Assets
Current assets
Cash and cash equivalents	$	479	$	415
Receivables, net		1,317		1,274
Inventories		1,339		1,068
Prepaid expenses and other current assets		170		122
Total current assets		3,305		2,879

Goodwill		1,977		1,998
Property, plant and equipment, net		1,710		1,524
Other non-current assets		607		745
Total	$	7,599	$	7,146

Liabilities and equity
Current liabilities
Short-term debt	$	295	$	299
Current maturities of long-term debt		66		156
Accounts payable and accrued liabilities		2,021		1,974
Total current liabilities		2,382		2,429

Long-term debt, excluding current maturities		3,396		2,774
Other non-current liabilities		1,641		1,476

Noncontrolling interests		280		328
Crown Holdings shareholders' (deficit)/equity		(100)		139
Total equity		180		467
Total	$	7,599	$	7,146

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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,		2011		2010

Cash flows from operating activities
Net income	$	357	$	372
Depreciation and amortization		132		128
Provision for restructuring		27		41
Asset impairments and sales		(2)		(18)
Loss from early extinguishment of debt		32		16
Pension expense		74		83
Pension contributions		(56)		(43)
Stock-based compensation		15		17
Working capital changes		(769)		(636)
Deferred taxes and other		56		79
Net cash provided by/(used for) operating activities (A)		(134)		39

Cash flows from investing activities
Capital expenditures		(273)		(187)
Proceeds from sale of assets		25		20
Other				3
Net cash used for investing activities		(248)		(164)

Cash flows from financing activities
Net change in debt (1)		716		452
Purchase of noncontrolling interests		(48)		(168)
Common stock repurchased		(212)		(105)
Dividends paid to noncontrolling interests		(60)		(77)
Other, net		3		(16)
Net cash provided by financing activities		399		86

Effect of exchange rate changes on cash and cash equivalents		(1)		(5)

Net change in cash and cash equivalents		16		(44)

Cash and cash equivalents at January 1		463		459

Cash and cash equivalents at September 30	$	479	$	415

(A)

Free cash flow is defined by the Company as net cash provided by/used for operating activities less capital expenditures. A reconciliation from net cash provided by/used for operating activities to free cash flow for the three and nine months ended September 30, 2011 and 2010 follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
		2011		2010		2011		2010

Net cash provided by/(used for) operating activities (1)	$	113	$	233	$	(134)	$	39
Changes in accounts receivable securitization				31				246
Premiums paid to retire debt early						27
Adjusted net cash provided by/(used for) operating activities	$	113	$	264	$	(107)		285
Capital expenditures		(89)		(83)		(273)		(187)
Free cash flow	$	24	$	181	$	(380)	$	(98)

(1)

Amounts are presented in accordance with accounting guidance related to receivables securitizations that was effective as of January 1, 2010. The impact of the guidance for the three and nine months ended September 30, 2010, was to increase net cash used for operating activities and net cash provided by financing activities as compared to the amounts that would have been reported under the previous guidance.

Page 9 of 9

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