XNYS:CCK Crown Holdings Inc Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

XNYS:CCK (Crown Holdings Inc): Fair Value Estimate
Premium
XNYS:CCK (Crown Holdings Inc): Consider Buying
Premium
XNYS:CCK (Crown Holdings Inc): Consider Selling
Premium
XNYS:CCK (Crown Holdings Inc): Fair Value Uncertainty
Premium
XNYS:CCK (Crown Holdings Inc): Economic Moat
Premium
XNYS:CCK (Crown Holdings Inc): Stewardship
Premium
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________________
FORM 10-Q
_____________________________________
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM  ____  TO ____            
COMMISSION FILE NUMBER 0-50189
____________________________________________________
CROWN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
____________________________________________________
Pennsylvania
 
75-3099507
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
One Crown Way, Philadelphia, PA
 
19154-4599
(Address of principal executive offices)
 
(Zip Code)
215-698-5100
(registrant’s telephone number, including area code)
____________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer
x
Accelerated filer
¨
 
 
 
 
Non-accelerated filer
o  (Do not check if a smaller reporting company)
Smaller reporting company
¨

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    Yes  ¨    No  x
There were 148,871,080 shares of Common Stock outstanding as of May 4, 2012.



Crown Holdings, Inc.


PART I – FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions except share and per share data)
(Unaudited)

Three Months Ended March 31
2012
 
2011
Net sales
$
1,947

 
$
1,882

Cost of products sold, excluding depreciation and amortization
1,618

 
1,550

Depreciation and amortization
42

 
40

Gross profit
287

 
292

Selling and administrative expense
106

 
102

Provision for restructuring

 
25

Loss from early extinguishments of debt

 
30

Interest expense
58

 
56

Interest income
(2
)
 
(4
)
Translation and foreign exchange
3

 

Income before income taxes and equity earnings
122

 
83

Provision for income taxes
32

 
41

Net income
90

 
42

Net income attributable to noncontrolling interests
(21
)
 
(26
)
Net income attributable to Crown Holdings
$
69

 
$
16

 
 
 
 
       Earnings per common share attributable to Crown Holdings:
 
 
 
          Basic
$
0.47

 
$
0.10

          Diluted
$
0.46

 
$
0.10

 
 
 
 
Comprehensive income
$
168

 
$
113

Comprehensive income attributable to noncontrolling interests
(24
)
 
(31
)
Comprehensive income attributable to Crown Holdings 
$
144

 
$
82

 
 
 
 

The accompanying notes are an integral part of these consolidated financial statements.


2

Crown Holdings, Inc.


CONSOLIDATED BALANCE SHEETS (Condensed)
(In millions)
(Unaudited)

 
March 31,
2012
 
December 31,
2011
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
250

 
$
342

Receivables, net
1,066

 
948

Inventories
1,313

 
1,148

Prepaid expenses and other current assets
195

 
165

Total current assets
2,824

 
2,603

 
 
 
 
Goodwill
1,998

 
1,952

Property, plant and equipment, net
1,796

 
1,751

Other non-current assets
560

 
562

Total
$
7,178

 
$
6,868

 
 
 
 
Liabilities and equity
 
 
 
Current liabilities
 
 
 
Short-term debt
$
164

 
$
128

Current maturities of long-term debt
66

 
67

Accounts payable and accrued liabilities
1,863

 
2,090

Total current liabilities
2,093

 
2,285

 
 
 
 
Long-term debt, excluding current maturities
3,685

 
3,337

Postretirement and pension liabilities
994

 
996

Other non-current liabilities
488

 
489

Commitments and contingent liabilities (Note K)

 

Noncontrolling interests
242

 
234

Crown Holdings shareholders’ deficit
(324
)
 
(473
)
Total equity/(deficit)
(82
)
 
(239
)
Total
$
7,178

 
$
6,868


The accompanying notes are an integral part of these consolidated financial statements.


3

Crown Holdings, Inc.


CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)
(In millions)
(Unaudited)

Three months ended March 31
2012
 
2011
Cash flows from operating activities
 
 
 
Net income
$
90

 
$
42

Adjustments to reconcile net income to net cash used for operating activities:
 
 
 
Depreciation and amortization
42

 
40

Provision for restructuring

 
25

Pension expense
24

 
24

Pension contributions
(18
)
 
(18
)
Stock-based compensation
10

 
10

Changes in assets and liabilities:
 
 
 
Receivables
(114
)
 
(163
)
Inventories
(140
)
 
(260
)
Accounts payable and accrued liabilities
(249
)
 
(22
)
Other, net
(34
)
 
5

Net cash used for operating activities
(389
)
 
(317
)
Cash flows from investing activities
 
 
 
Capital expenditures
(62
)
 
(103
)
Insurance proceeds
23

 
 
Other
(9
)
 
2

Net cash used for investing activities
(48
)
 
(101
)
Cash flows from financing activities
 
 
 
Proceeds from long-term debt
21

 
754

Payments of long-term debt
(8
)
 
(605
)
Net change in revolving credit facility and short-term debt
338

 
218

Debt issue costs

 
(11
)
Common stock issued
2

 
4

Common stock repurchased
(7
)
 
(6
)
Dividends paid to noncontrolling interests
(16
)
 
(6
)
Other
8

 
5

Net cash provided by financing activities
338

 
353

Effect of exchange rate changes on cash and cash equivalents
7

 
11

Net change in cash and cash equivalents
(92
)
 
(54
)
Cash and cash equivalents at January 1
342

 
463

Cash and cash equivalents at March 31
$
250

 
$
409


The accompanying notes are an integral part of these consolidated financial statements.


4

Crown Holdings, Inc.


CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In millions) (Unaudited)

 
Crown Holdings, Inc. Shareholders’ Equity
 
 
 
 
 
Common
Stock
 
Paid-in
Capital
 
Accumulated
Earnings/
(Deficit)
 
Accumulated
Other
Comprehensive
Loss
 
Treasury
Stock
 
Total
Crown
Equity
 
Noncontrolling
Interests
 
Total
Balance at January 1, 2011
$
929

 
$
1,231

 
$
230

 
$
(2,333
)
 
$
(153
)
 
$
(96
)
 
$
325

 
$
229

Net income
 
 
 
 
16

 
 
 
 
 
16

 
26

 
42

Translation adjustments
 
 
 
 
 
 
45

 
 
 
45

 
4

 
49

Amortization of net loss and prior service cost included in pension and postretirement cost
 
 
 
 
 
 
16

 
 
 
16

 
 
 
16

Derivatives qualifying as hedges
 
 
 
 
 
 
5

 
 
 
5

 
1

 
6

Dividends paid to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
(6
)
 
(6
)
Restricted stock awarded
 
 
(2
)
 
 
 
 
 
2

 
 
 
 
 
 
Stock-based compensation
 
 
10

 
 
 
 
 
 
 
10

 
 
 
10

Common stock issued
 
 
3

 
 
 
 
 
1

 
4

 
 
 
4

Common stock repurchased
 
 
(5
)
 
 
 
 
 
(1
)
 
(6
)
 
 
 
(6
)
Purchase of noncontrolling interests
 
 
(1
)
 
 
 


 
 
 
(1
)
 
(4
)
 
(5
)
Balance at March 31, 2011
$
929

 
$
1,236

 
$
246

 
$
(2,267
)
 
$
(151
)
 
$
(7
)
 
$
346

 
$
339

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2012
$
929

 
$
863

 
$
512

 
$
(2,590
)
 
$
(187
)
 
$
(473
)
 
$
234

 
$
(239
)
Net income
 
 
 
 
69

 
 
 
 
 
69

 
21

 
90

Translation adjustments
 
 
 
 
 
 
39

 
 
 
39

 

 
39

Amortization of net loss and prior service cost included in pension and postretirement cost
 
 
 
 
 
 
16

 
 
 
16

 

 
16

Derivatives qualifying as hedges
 
 
 
 
 
 
20

 
 
 
20

 
3

 
23

Dividends paid to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
(16
)
 
(16
)
Restricted stock awarded
 
 
(2
)
 
 
 
 
 
2

 
 
 
 
 
 
Stock-based compensation
 
 
10

 
 
 
 
 
 
 
10

 
 
 
10

Common stock issued
 
 
1

 
 
 
 
 
1

 
2

 
 
 
2

Common stock repurchased
 
 
(6
)
 
 
 
 
 
(1
)
 
(7
)
 
 
 
(7
)
Balance at March 31, 2012
$
929

 
$
866

 
$
581

 
$
(2,515
)
 
$
(185
)
 
$
(324
)
 
$
242

 
$
(82
)

The accompanying notes are an integral part of these consolidated financial statements.

5

Crown Holdings, Inc.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share and statistical data)
(Unaudited)

A.
Statement of Information Furnished

The consolidated financial statements include the accounts of Crown Holdings, Inc. and its consolidated subsidiaries (the “Company”). The accompanying unaudited interim consolidated financial statements have been prepared by the Company in accordance with Form 10-Q instructions. In the opinion of management, these consolidated financial statements contain all adjustments of a normal and recurring nature necessary for a fair statement of the financial position of Crown Holdings, Inc. as of March 31, 2012 and the results of its operations for the three months ended March 31, 2012 and 2011 and of its cash flows for the three months ended March 31, 2012 and 2011. The results reported in these consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year. These results have been determined on the basis of accounting principles generally accepted in the United States of America (“GAAP”).

Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP have been condensed or omitted. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

B.
Recent Accounting and Reporting Pronouncements

In January 2012, the Company adopted changes issued by the FASB to the presentation of comprehensive income. These changes give companies the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The changes eliminated the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. Other than presentation, these changes had no impact on the Company's consolidated financial statements.

In January 2012, the Company adopted changes issued by the FASB to conform existing guidance regarding fair value measurement and disclosure between GAAP and International Financial Reporting Standards. The FASB's changes clarify many of the existing concepts for measuring fair value and do not result in a change in the Company's application of the FASB's fair value measurement guidance. These changes include enhanced disclosures about recurring Level 3 fair value measurements which did not impact the Company's financial statements. These changes also require additional disclosures for items that are not measured at fair value in the balance sheet but for which the fair value is required to be disclosed.

C.
Stock-Based Compensation
A summary of restricted stock transactions during the three months ended March 31, 2012 follows:
 
Number of shares
Nonvested shares outstanding at January 1, 2012
997,497

Awarded:

Time-vesting (grant-date fair value of $33.79)
121,443

Performance-based (grant-date fair value of $39.73)
206,572

Performance-based – achieved 149% level (grant-date fair value of $33.98)
125,552

Released:

Time-vesting shares awarded in 2009 through 2011
(185,848
)
Performance-based shares awarded in 2009
(256,229
)
Performance-based awards – achieved 149% level
(125,552
)
Nonvested shares outstanding at March 31, 2012
883,435


6

Crown Holdings, Inc.


Annually the Company awards shares of restricted stock to certain senior executives. The awards consist of time-vesting awards which vest ratably over three years and performance-based shares which cliff vest at the end of three years. The number of performance-based shares that will ultimately vest is based on the level of market performance achieved, ranging between 0% and 200% of the shares originally awarded, and will be settled in stock. The fair value of the performance-based shares awarded was calculated using a Monte Carlo valuation model. The estimated grant-date fair value of the 206,572 performance-based shares awarded during the first three months of 2012 was $39.73 using stock price volatility of 27.9%, an expected term of three years, and a risk-free interest rate of 0.36%.

During the first three months of 2012, 125,552 additional performance-based shares were issued under the Company's 2009 award because the Company exceeded the target level (100%) of performance-based shares, established on the original date of the related award, by 49%. These shares were issued without restriction.

At March 31, 2012, unrecognized compensation cost related to outstanding restricted stock was $10. The weighted average period over which the expense is expected to be recognized is 1.9 years. The aggregate market value of the shares released and issued on the vesting dates was $19.

D.
Receivables
 
March 31, 2012
 
December 31, 2011
Accounts and notes receivable
$
967

 
$
834

Less: allowance for doubtful accounts
(38
)
 
(37
)
Net trade receivables
929

 
797

Miscellaneous receivables
137

 
151

Receivables, net
$
1,066

 
$
948


E.
Inventories
Inventories are stated at the lower of cost or market, with cost for U.S. inventories principally determined under the first-in, first-out (“FIFO”) method. Non-U.S. inventories are principally determined under the average cost method.
 
March 31, 2012
 
December 31, 2011
Finished goods
$
574

 
$
410

Work in process
142

 
136

Raw materials and supplies
597

 
602

 
$
1,313

 
$
1,148


F.
Fair Value Measurements
Under GAAP a framework exists for measuring fair value, providing a three-tier hierarchy of pricing inputs used to report assets and liabilities that are adjusted to fair value. Level 1 includes inputs such as quoted prices which are available in active markets for identical assets or liabilities as of the report date. Level 2 includes inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the report date. Level 3 includes unobservable pricing inputs that are not corroborated by market data or other objective sources. The Company has no items valued using Level 3 inputs other than certain pension plan assets.
The following table sets forth the fair value hierarchy of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2012 and December 31, 2011, respectively.

7

Crown Holdings, Inc.


 
 
 
 
 
Fair value at reporting date using
 
 
 
 
 
Level 1
 
Level 2
 
March 31, 2012
 
December 31, 2011
 
March 31, 2012
 
December 31, 2011
 
March 31, 2012
 
December 31, 2011
Assets
 
 
 
 
 
 
 
 
 
 
 
Derivative instruments:
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange
$
20

 
$
15

 

 

 
$
20

 
$
15

Commodities
7

 
4

 
$
7

 
$
4

 

 

Total
$
27

 
$
19

 
$
7

 
$
4

 
$
20

 
$
15

Liabilities
 
 
 
 
 
 
 
 
 
 
 
Derivative instruments:

 
 
 
 
 
 
 
 
 
 
Foreign exchange
$
22

 
$
20

 

 

 
$
22

 
$
20

Commodities
42

 
62

 
$
42

 
$
62

 

 

Total
$
64

 
$
82

 
$
42

 
$
62

 
$
22

 
$
20


The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities measured at fair value and their placement within the fair value hierarchy.
The Company applies a market approach to value its commodity price hedge contracts. Prices from observable markets are used to develop the fair value of these financial instruments and they are reported under Level 1. The Company uses an market approach to value its foreign exchange forward contracts. These contracts are valued using a discounted cash flow model that calculates the present value of future cash flows under the terms of the contracts using market information as of the reporting date, such as foreign exchange spot and forward rates, and are reported under Level 2 of the fair value hierarchy.
See Note G for further discussion of the Company's use of derivative instruments and their fair values and Note I for fair value disclosures related to debt.

G.
Derivative Financial Instruments

In the normal course of business the Company is subject to risk from adverse fluctuations in currency exchange rates, interest rates and commodity prices. The Company manages these risks through a program that includes the use of derivative financial instruments, primarily swaps and forwards. Counterparties to these contracts are major financial institutions. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company does not use derivative instruments for trading or speculative purposes.

The Company’s objective in managing exposure to market risk is to limit the impact on earnings and cash flow. The extent to which the Company uses such instruments is dependent upon its access to these contracts in the financial markets and its success using other methods, such as netting exposures in the same currencies to mitigate foreign exchange risk and using sales agreements that permit the pass-through of commodity price and foreign exchange rate risk to customers.
For derivative financial instruments accounted for as hedging instruments, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the manner in which effectiveness will be assessed. The Company formally assesses, both at inception and at least quarterly thereafter, whether the derivative financial instruments used in hedging transactions are effective in offsetting changes in fair value or cash flows of the related underlying exposures. Any ineffective portion of the change in fair value of the instruments is recognized immediately in earnings.

Cash Flow Hedges

The Company designates certain derivative financial instruments as cash flow hedges. No components of the hedging instruments are excluded from the assessment of hedge effectiveness. Changes in fair value of outstanding derivatives accounted for as cash flow hedges, except any ineffective portion, are recorded in other comprehensive income until earnings are impacted by the hedged transaction. Classification of the gain or loss in the Consolidated Statements of Operations upon release from comprehensive income is the same as that of the underlying exposure. Contracts outstanding at March 31, 2012 mature between one and thirty-two months.

8

Crown Holdings, Inc.


When the Company discontinues hedge accounting because it is no longer probable that an anticipated transaction will occur in the originally specified period, changes to fair value accumulated in other comprehensive income are recognized immediately in earnings.
The Company uses commodity forwards to hedge anticipated purchases of various commodities, including aluminum, fuel oil and natural gas and these exposures are hedged by a central treasury unit.
The Company also designates certain foreign exchange contracts as cash flow hedges of anticipated foreign currency denominated sales or purchases. The Company manages these risks at the operating unit level. Often the hedging of foreign currency risk is performed in concert with related commodity price hedges.
The following table sets forth financial information about the impact on Accumulated Other Comprehensive Income (“AOCI”) and earnings from changes in fair value related to derivative instruments accounted for as cash flow hedges.
 
      Amount of gain/(loss)
recognized in AOCI
(effective portion)
 
       Amount of gain/(loss)
reclassifed from AOCI
into earnings
 
 
Three Months Ended
 
Three Months Ended
 
Derivatives in cash flow hedges
March 31, 2012
 
March 31, 2011
 
March 31, 2012
 
March 31, 2011
 
Foreign exchange contracts
$
2

 
$
(3
)
 
$
(1
)
 
$
(1
)
(1)  
Commodity contracts
10

 
13

 
(7
)
 
6

(2) 
Total
$
12

 
$
10

 
$
(8
)
 
$
5

  
 
(1)
Within the Statement of Comprehensive Income for the three months ended March 31, 2012, $3 was credited to cost of products sold and $4 was charged to net sales. During the three months ended March 31, 2011, $1 was charged to cost of products sold.
(2)
Within the Statement of Comprehensive Income for the three months ended March 31, 2012, $9 was charged to cost of products sold and $2 was credited to income tax expense. During the three months ended March 31, 2011, $8 was credited to cost of products sold and $2 was charged to income tax expense.

For the twelve month period ending March 31, 2013, a net loss of $30 ($26, net of tax) is expected to be reclassified to earnings. No amounts were reclassified during the three months ended March 31, 2012 and 2011 in connection with anticipated transactions that were no longer considered probable and the ineffective portion recorded in earnings was less than $1.
Fair Value Hedges and Contracts Not Designated as Hedges
The Company designates certain derivative financial instruments as fair value hedges of recognized foreign-denominated assets and liabilities, generally trade accounts receivable and payable and unrecognized firm commitments. The notional values and maturity dates of the derivative instruments coincide with those of the hedged items. Changes in fair value of the derivative financial instruments, excluding time value, are offset by changes in fair value of the related hedged items. Other than for firm commitments, amounts related to time value are excluded from the assessment and measurement of hedge effectiveness and are reported in earnings. Less than $1 was reported in earnings for the three months ended March 31, 2012.
Certain derivative financial instruments, including foreign exchange contracts related to intercompany debt, were not designated or did not qualify for hedge accounting; however, they are effective economic hedges as the changes in their fair value, except for time value, are offset by changes in remeasurement of the related hedged items. The Company’s primary use of these derivative instruments is to offset the earnings impact that fluctuations in foreign exchange rates have on certain monetary assets and liabilities denominated in nonfunctional currencies. Changes in fair value of these derivative instruments are immediately recognized in earnings as foreign exchange adjustments.
The impact on earnings from foreign exchange contracts designated as fair value hedges was a gain of $2 for the three months ended March 31, 2012 and less than $1 for the three months ended March 31, 2011. The impact on earnings from foreign exchange contracts not designated as hedges was a gain of $1 for the three months ended March 31, 2012 and a gain of $12 for the same period in 2011. These adjustments were reported within translation and foreign exchange in the Consolidated Statements of Comprehensive Income and were offset by changes in the fair values of the related hedged items.

9

Crown Holdings, Inc.


The fair values of outstanding derivative instruments in the Consolidated Balance Sheets at March 31, 2012 and December 31, 2011 were:
Derivative Assets
Balance Sheet Classification
March 31, 2012
 
December 31, 2011
Derivatives designated as hedges:
 
 
 
 
Foreign exchange contracts
Other current assets
$
18

 
$
9

Commodity contracts
Other current assets
6

 
4

Commodity contracts
Other non-current assets
1

 

Derivatives not designated as hedges:
 
 
 

Foreign exchange contracts
Other current assets
2

 
6

 
Total
$
27

 
$
19

 
 
 
 
 
Derivative Liabilities
Balance Sheet Classification
 
 
 
Derivatives designated as hedges:
 
 
 
 
Foreign exchange contracts
Accounts payable and accrued liabilities
$
16

 
$
10

Commodity contracts
Accounts payable and accrued liabilities
36

 
56

Commodity contracts
Other non-current liabilities
6

 
6

Derivatives not designated as hedges:
 
 
 

Foreign exchange contracts
Accounts payable and accrued liabilities
6

 
10

 
Total
$
64

 
$
82



The aggregate U.S. dollar-equivalent notional values of outstanding derivative instruments in the Consolidated Balance Sheets at March 31, 2012 and December 31, 2011 were:
 
March 31, 2012
 
December 31, 2011
Derivatives in cash flow hedges:
 
 
 
Foreign exchange
$
905

 
$
480

Commodities
525

 
528

Derivatives in fair value hedges:

 

Foreign exchange
116

 
123

Derivatives not designated as hedges:

 

Foreign exchange
823

 
965


H.
Restructuring

The Company's restructuring activity is described below.

European Division Headquarters

As of March 31, 2012, the Company incurred costs of $34 which are expected to be the total costs related to the relocation of its European Division headquarters and management to Switzerland in order to benefit from a more centralized management location.

The following table summarizes the restructuring accrual balances and utilization by cost type for the relocation:
 
Termination
benefits
 
Other exit
costs
 
Total
Balance at January 1, 2011
$
8

 
$
2

 
$
10

Provisions

 
19

 
19

Payments

 
(2
)
 
(2
)
Balance at March 31, 2011
$
8

 
$
19

 
$
27


10

Crown Holdings, Inc.



 
 
Termination
benefits
 
Other exit
costs
 
Total
Balance at January 1, 2012
$

 
$
19

 
$
19

Provisions

 

 

Payments

 

 

Balance at March 31, 2012
$

 
$
19

 
$
19


Other exit costs of $19 represent the estimated employee compensation costs resulting from an intercompany payment related to the relocation. The Company expects to pay these costs over the next 3 years.

North America Food

As of March 31, 2012, the Company incurred total costs of $55 related to the closure of certain Canadian plants as part of restructuring actions to reduce costs through consolidation of certain U.S. and Canadian operations. The Company may incur future additional charges for pension settlements of approximately $5 when it receives regulatory approval and settles the obligations.

These actions are expected to be completed in 2013.

The following table summarizes the restructuring accrual balances and utilization by cost type for these actions:
 
Termination
benefits
 
Other exit
costs
 
Total
Balance at January 1, 2011
$
3

 
$

 
$
3

Provision

 
2

 
2

Payments

 
(2
)
 
(2
)
Balance at March 31, 2011
$
3

 
$

 
$
3

 
 
 
 
 
 
Balance at January 1, 2012
$
2

 
$

 
$
2

Provisions

 

 

Payments
(1
)
 

 
(1
)
Balance at March 31, 2012
$
1

 
$

 
$
1


European Food

In the fourth quarter of 2011, the Company reviewed its existing supply and demand profile and long-term plans in Europe.  The Company identified additional restructuring actions to improve profitability, including in its European Food business, by consolidating operations through reducing capacity and headcount.  In December 2011, the Company approved these actions and recorded a charge of $9. The action is expected to reduce headcount by approximately 121. The Company expects to incur future additional charges of $2 related to the action which it expects to complete in 2012 at an estimated aggregate cost of $11.

11

Crown Holdings, Inc.


The table below summarizes the restructuring accrual balances and utilization by cost type for this action. The 2011 balances relate to prior restructuring actions in the Company's European Food segment which have been paid as of March 31, 2012.

 
Termination
benefits
 
Other exit
costs
 
Total
Balance at January 1, 2011
$
7

 
$

 
$
7

Provision

 

 

Payments
(3
)
 

 
(3
)
Balance at March 31, 2011
$
4

 
$

 
$
4

 
 
 
 
 
 
Balance at January 1, 2012
$
10

 
$

 
$
10

Provisions

 

 

Payments
(2
)
 

 
(2
)
Balance at March 31, 2012
$
8

 
$

 
$
8


Other European operations

In the first quarter of 2011, the Company recorded a charge of $4 to reduce headcount in its European Specialty Packaging segment.  In the fourth quarter of 2011, the Company reviewed its existing supply and demand profile and long-term plans in Europe.  The Company identified additional restructuring actions to improve profitability, primarily in its European Aerosols and Specialty Packaging businesses, by consolidating operations through reducing capacity and headcount.  In December 2011, the Company approved these actions and recorded an additional charge of $41.  These actions are expected to reduce headcount by approximately 360 and to eliminate approximately 14% of the businesses' capacity. The Company currently expects to incur future additional charges of $8 related to the actions and to complete the actions in 2013 at an estimated aggregate cost of $53.

The table below summarizes the restructuring accrual balances and utilization by cost type for this action. The 2011 balances relate to prior restructuring actions in the Company's other European operations which have been paid as of March 31, 2012.
 
Termination
benefits
 
Other exit
costs
 
Total
Balance at January 1, 2011
$
3

 
$

 
$
3

Provision
4

 

 
4

Payments

 

 

Balance at March 31, 2011
$
7

 
$

 
$
7

 
 
 
 
 
 
Balance at January 1, 2012
$
46

 
$

 
$
46

Provision

 

 

Payments
(4
)
 

 
(4
)
Foreign currency translation
2

 

 
2

Balance at March 31, 2012
$
44

 
$

 
$
44


12

Crown Holdings, Inc.



I.
Debt
The Company’s outstanding debt at March 31, 2012 and December 31, 2011 was as follows.
 
March 31,
2012
 
December 31,
2011
Short-term debt
$
164

 
$
128

Long-term debt

 

Senior secured borrowings:

 

Revolving credit facilities
$
422

 
$
119

Term loan facilities

 

U.S. dollar at LIBOR plus 1.75% due 2016
550

 
550

Euro (€274 at March 31, 2012) at EURIBOR plus 1.75% due 2016
366

 
355

Senior notes and debentures:

 

U.S. dollar 7.625% due 2017
400

 
400

Euro (€500 at March 31, 2012) 7.125% due 2018
667

 
647

U.S. dollar 6.25% due 2021
700

 
700

U.S. dollar 7.375% due 2026
350

 
350

U.S. dollar 7.50% due 2096
64

 
64

Other indebtedness in various currencies
242

 
230

Unamortized discounts
(10
)
 
(11
)
Total long-term debt
3,751

 
3,404

Less: current maturities
(66
)
 
(67
)
Total long-term debt, less current maturities
$
3,685

 
$
3,337


The estimated fair value of the Company’s long-term borrowings, using a market approach incorporating level 2 inputs such as quoted market prices for the same or similar issues, was $4,046 at March 31, 2012.

J.
Asbestos-Related Liabilities
Crown Cork & Seal Company, Inc. (“Crown Cork”) is one of many defendants in a substantial number of lawsuits filed throughout the United States by persons alleging bodily injury as a result of exposure to asbestos. These claims arose from the insulation operations of a U.S. company, the majority of whose stock Crown Cork purchased in 1963. Approximately ninety days after the stock purchase, this U.S. company sold its insulation assets and was later merged into Crown Cork.
Prior to 1998, amounts paid to asbestos claimants were covered by a fund made available to Crown Cork under a 1985 settlement with carriers insuring Crown Cork through 1976, when Crown Cork became self-insured. The fund was depleted in 1998 and the Company has no remaining coverage for asbestos-related costs.
In recent years, the states of Alabama, Arizona, Florida, Georgia, Idaho, Indiana, Michigan, Mississippi, Nebraska, North Dakota, Ohio, Oklahoma, South Carolina, South Dakota, Utah, Wisconsin and Wyoming enacted legislation that limits asbestos-related liabilities under state law of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The legislation, which applies to future and, with the exception of Georgia, South Carolina, South Dakota and Wyoming, pending claims, caps asbestos-related liabilities at the fair market value of the predecessor's total gross assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total value of its predecessor's assets adjusted for inflation. Crown Cork has integrated the legislation into its claims defense strategy. The Company cautions, however, that the legislation may be challenged and there can be no assurance regarding the ultimate effect of the legislation on Crown Cork.
In June 2003, the State of Texas enacted legislation that limits the asbestos-related liabilities in Texas courts of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The Texas legislation, which applies to future claims and pending claims, caps asbestos-related liabilities at the total gross value of the predecessor’s assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total adjusted value of its predecessor’s assets.

13

Crown Holdings, Inc.


On October 22, 2010, the Texas Supreme Court, in a 6-2 decision, reversed a lower court decision, Barbara Robinson v. Crown Cork & Seal Company, Inc., No. 14-04-00658-CV, Fourteenth Court of Appeals, Texas, which had upheld the dismissal of an asbestos-related case against Crown Cork. The Texas Supreme Court held that the Texas legislation was unconstitutional under the Texas Constitution when applied to asbestos-related claims pending against Crown Cork when the legislation was enacted in June of 2003. The Company believes that the decision of the Texas Supreme Court is limited to retroactive application of the Texas legislation to asbestos-related cases that were pending against Crown Cork in Texas on June 11, 2003 and therefore, in its accrual, continues to assign no value to claims filed after June 11, 2003.
In December 2001, the Commonwealth of Pennsylvania enacted legislation that limits the asbestos-related liabilities of Pennsylvania corporations that are successors by corporate merger to companies involved with asbestos. The legislation limits the successor’s liability for asbestos to the acquired company’s asset value adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the acquired company’s adjusted asset value. In November 2004, the legislation was amended to address a Pennsylvania Supreme Court decision (Ieropoli v. AC&S Corporation, et. al., No. 117 EM 2002) which held that the statute violated the Pennsylvania Constitution due to retroactive application. The Company cautions that the limitations of the statute, as amended, are subject to litigation and may not be upheld. Adverse rulings in cases challenging the constitutionality of the Pennsylvania statute could have a material impact on the Company.
During the three months ended March 31, 2012, the Company paid $3 to settle outstanding claims and had claims activity as follows:
Beginning claims
50,000

New claims
1,000

Settlements or dismissals
(1,000
)
Ending claims
50,000


As of December 31, the Company’s outstanding claims by year of exposure and state filed were:
 
2011
 
2010
Claimants alleging first exposure after 1964
15,000

 
15,000

Claimants alleging first exposure before or during 1964 filed in:

 

Texas
12,000

 
12,000

Pennsylvania
2,000

 
2,000

Other states that have enacted asbestos legislation
6,000

 
6,000

Other states
15,000

 
15,000

Total claims outstanding
50,000

 
50,000


The outstanding claims in each period exclude 3,100 pending claims involving plaintiffs who allege that they are, or were, maritime workers subject to exposure to asbestos, but whose claims the Company believes will not have a material effect on the Company’s consolidated results of operations, financial position or cash flow. The outstanding claims also exclude approximately 19,000 inactive claims. Due to the passage of time, the Company considers it unlikely that the plaintiffs in these cases will pursue further action against the Company. The exclusion of these inactive claims had no effect on the calculation of the Company’s accrual as the claims were filed in states, as described above, where the Company’s liability is limited by statute.
Historically (1977-2011), Crown Cork estimates that approximately one-quarter of all asbestos-related claims made against it have been asserted by claimants who claim first exposure to asbestos after 1964.
With respect to claimants alleging first exposure to asbestos before or during 1964, the Company does not include in its accrual any amounts for settlements in states where the Company’s liability is limited by statute except for certain pending claims in Texas as described earlier.
With respect to post-1964 claims, regardless of the existence of asbestos legislation, the Company does not include in its accrual any amounts for settlement of these claims because of increased difficulty of establishing identification of relevant insulation products as the cause of injury. Given our settlement experience with post-1964 claims, we do not believe that an adverse ruling in the Texas or Pennsylvania asbestos litigation cases, or in any other state that has enacted asbestos legislation, would have a material impact on the Company with respect to such claims.

14

Crown Holdings, Inc.



As of December 31, the percentage of outstanding claims related to claimants alleging serious diseases (primarily mesothelioma and other malignancies) were as follows:
 
2011
 
2010
 
2009
Total claims
18
%
 
18
%
 
16
%
Pre-1964 claims in states without asbestos legislation
33
%
 
31
%
 
29
%

Crown Cork has entered into arrangements with plaintiffs’ counsel in certain jurisdictions with respect to claims which are not yet filed, or asserted, against it. However, Crown Cork expects claims under these arrangements to be filed or asserted against Crown Cork in the future. The projected value of these claims is included in the Company’s estimated liability as of March 31, 2012.
As of March 31, 2012, the Company’s accrual for pending and future asbestos-related claims and related legal costs was $246, including $192 for unasserted claims. The Company’s accrual includes estimated probable costs for claims through the year 2021. The Company’s accrual excludes potential costs for claims beyond 2021 because the Company believes that the key assumptions underlying its accrual are subject to greater uncertainty as the projection period lengthens.
It is reasonably possible that the actual loss could be in excess of the Company’s accrual. However, the Company is unable to estimate the reasonably possible loss in excess of its accrual due to uncertainty in the following assumptions that underlie the Company’s accrual and the possibility of losses in excess of such accrual: the amount of damages sought by the claimant (which was not specified for approximately 88% of the claims outstanding at the end of 2011), the Company and claimant’s willingness to negotiate a settlement, the terms of settlements of other defendants with asbestos-related liabilities, the bankruptcy filings of other defendants (which may result in additional claims and higher settlements for non-bankrupt defendants), the nature of pending and future claims (including the seriousness of alleged disease, whether claimants allege first exposure to asbestos before or during 1964 and the claimant’s ability to demonstrate the alleged link to Crown Cork), the volatility of the litigation environment, the defense strategies available to the Company, the level of future claims, the rate of receipt of claims, the jurisdiction in which claims are filed, and the effect of state asbestos legislation (including the validity and applicability of the Pennsylvania legislation to non-Pennsylvania jurisdictions, where the substantial majority of the Company’s asbestos cases are filed).

K.
Commitments and Contingent Liabilities
The Company, along with others in most cases, has been identified by the EPA or a comparable state environmental agency as a Potentially Responsible Party (“PRP”) at a number of sites and has recorded aggregate accruals of $6 for its share of estimated future remediation costs at these sites. The Company has been identified as having either directly or indirectly disposed of commercial or industrial waste at the sites subject to the accrual, and where appropriate and supported by available information, generally has agreed to be responsible for a percentage of future remediation costs based on an estimated volume of materials disposed in proportion to the total materials disposed at each site. The Company has not had monetary sanctions imposed nor has the Company been notified of any potential monetary sanctions at any of the sites.
The Company has also recorded aggregate accruals of $8 for remediation activities at various worldwide locations that are owned by the Company and for which the Company is not a member of a PRP group. Although the Company believes its accruals are adequate to cover its portion of future remediation costs, there can be no assurance that the ultimate payments will not exceed the amount of the Company’s accruals and will not have a material effect on its results of operations, financial position and cash flow. Any possible loss or range of potential loss that may be incurred in excess of the recorded accruals cannot be estimated.
The Company's Italian subsidiaries have received and expect to receive additional assessments for value added taxes and related income taxes from the Italian tax authorities resulting from certain third party suppliers' failures to remit required value added tax payments due by those suppliers under Italian law with respect to purchases for resale to the Company. The assessments cover tax periods 2004, 2005 and 2006 and additional assessments are expected to cover periods 2007 through 2009. The expected total assessments resulting from these third party suppliers failing to remit the tax payments are approximately €40 ($53 at March 31, 2012) plus any applicable interest and penalties. In early 2012, the Company received one favorable ruling and one unfavorable ruling from lower level Italian courts related to these assessments. The Company expects both rulings to be appealed. The Company continues to believe that, if necessary, it should be able to successfully dispute the assessments and demonstrate in the appropriate Italian courts that it has no additional liability for the asserted taxes. While the Company intends to dispute the assessments, there can be no assurance that it will be successful in such disputes or regarding the final amount of additional taxes, if any, payable to the Italian tax authorities.

15

Crown Holdings, Inc.


The Company and its subsidiaries are also subject to various other lawsuits and claims with respect to labor, environmental, securities, vendor and other matters arising out of the Company’s normal course of business. While the impact on future financial results is not subject to reasonable estimation because considerable uncertainty exists, management believes that the ultimate liabilities resulting from such lawsuits and claims will not materially affect the Company’s consolidated earnings, financial position or cash flow.
The Company has various commitments to purchase materials, supplies and utilities as part of the ordinary conduct of business. The Company’s basic raw materials for its products are steel and aluminum, both of which are purchased from multiple sources. The Company is subject to fluctuations in the cost of these raw materials and has periodically adjusted its selling prices to reflect these movements. There can be no assurance, however, that the Company will be able to fully recover any increases or fluctuations in raw material costs from its customers. The Company also has commitments for standby letters of credit and for purchases of capital assets.
At March 31, 2012, the Company was party to certain indemnification agreements covering environmental remediation, lease payments and other potential costs associated with properties sold or businesses divested. For agreements with defined liability limits the maximum potential amount of future liability was $12. The Company accrues for costs related to these items when it is probable that a liability has been incurred and the amount can be reasonably estimated. At March 31, 2012, the Company also had guarantees of $15 related to the residual values of leased assets.

L.
Earnings Per Share
The following table summarizes the computations of basic and diluted earnings per share attributable to Crown Holdings for the periods ended March 31, 2012 and 2011, respectively:
 
Three Months Ended
 
March 31
 
2012
 
2011
Net income attributable to Crown Holdings
$
69

 
$
16

Weighted average shares outstanding:

 

Basic
147.8

 
154.6

Add: dilutive stock options and restricted stock
2.2

 
3.3

Diluted
150.0

 
157.9

Basic earnings per share
$
0.47

 
$
0.10

Diluted earnings per share
$
0.46

 
$
0.10


For the three months ended March 31, 2012 and 2011, 0.2 million  and 0.1 million contingently issuable common shares were excluded from the computation of diluted earnings per share because the effect would have been antidilutive. 

M.
Pension and Other Postretirement Benefits
The components of net periodic pension and other postretirement benefits costs for the three months ended March 31 were as follows:
 
Three Months Ended
 
March 31
Pension Benefits – U.S. Plans
2012
 
2011
Service cost
$
3

 
$
3

Interest cost
17

 
18

Expected return on plan assets
(23
)
 
(20
)
Recognized prior service cost


 
1

Recognized net loss
14

 
11

Net periodic cost
$
11

 
$
13



16

Crown Holdings, Inc.


 
Three Months Ended
 
March 31
Pension Benefits – Non-U.S. Plans
2012
 
2011
Service cost
$
7

 
$
6

Interest cost
38

 
39

Expected return on plan assets
(46
)
 
(48
)
Recognized prior service cost

 
1

Recognized net loss
14

 
13

Net periodic cost
$
13

 
$
11


 
Three Months Ended
 
March 31
Other Postretirement Benefits
2012
 
2011
Service cost
$
1

 
$
2

Interest cost
4

 
6

Recognized prior service credit
(11
)
 
(8
)
Recognized net loss
4

 
3

Net periodic cost
$
(2
)
 
$
3


N.
Accelerated Share Repurchase
In December 2011, the Company entered into an agreement to repurchase shares of its common stock under an accelerated share repurchase program. Pursuant to the agreement, the Company initially purchased 2,771,004 shares for $100. In April 2012, the Company received an additional 4,653 shares based on its volume-weighted average stock price during the term of the transaction.

O.
Income Taxes
The provision for income taxes differs from the amount of income tax determined by applying the U.S. statutory federal income tax rate to pre-tax income as a result of the following items: 
 
Three Months Ended March 31
 
March 31
 
2012
 
2011
U.S. statutory rate at 35%
$
43

 
$
29

Tax on foreign income
(11
)
 
(14
)
Valuation allowance
2

 
10

Other items, net
(2
)
 
16

Income tax provision
$
32

 
$
41


The other items caption for the three months ended March 31, 2011 includes $17 of increase due to tax charges in connection with the relocation of the Company’s European headquarters and management to Switzerland.

P.
Segment Information
The Company evaluates performance and allocates resources based on segment income. Segment income, which is not a defined term under GAAP, is defined by the Company as gross profit less selling and administrative expenses. Segment income should not be considered in isolation or as a substitute for net income data prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies. Transactions between operating segments are not material.

17

Crown Holdings, Inc.



The tables below present information about operating segments for the three months ended March 31, 2012 and 2011:

 
External Sales
 
Three Months Ended
 
March 31
 
2012
 
2011
Americas Beverage
$
534

 
$
512

North America Food
200

 
188

European Beverage
362

 
340

European Food
402

 
422

European Specialty Packaging
90

 
100

Total reportable segments
1,588

 
1,562

Non-reportable segments
359

 
320

Total
$
1,947

 
$
1,882


The primary sources of revenue included in non-reportable segments are the Company's aerosol can businesses in North America, Europe and Thailand, the Company's beverage can businesses in Cambodia, China, Malaysia, Singapore, Thailand and Vietnam, the Company's food can and closures business in Thailand and the Company's tooling and equipment operations in the U.S. and United Kingdom.
 
Intersegment Sales
 
Three Months Ended
 
March 31
 
2012
 
2011
Americas Beverage
$
22

 
$
17

North America Food
3

 
3

European Beverage
6

 

European Food
26

 
28

European Specialty Packaging
11

 
17

Total reportable segments
68

 
65

Non-reportable segments
15

 
21

Total
$
83

 
$
86


Intersegment sales primarily include sales of ends and components used to manufacture cans, such as printed and coated metal, as well as parts and equipment used in the manufacturing process.
 
Segment Income
 
Three Months Ended
 
March 31
 
2012
 
2011
Americas Beverage
$
69

 
$
63

North America Food
32

 
28

European Beverage
42

 
45

European Food
40

 
52

European Specialty Packaging
1

 
7

Total reportable segments
$
184

 
$
195


18

Crown Holdings, Inc.



A reconciliation of segment income of reportable segments to income before income taxes and equity earnings for the three months ended March 31, 2012 and 2011 follows:
 
Segment Income
 
Three Months Ended
 
March 31
 
2012
 
2011
Segment income of reportable segments
$
184

 
$
195

Segment income of non-reportable segments
53

 
57

Corporate and unallocated items
(56
)
 
(62
)
Provision for restructuring

 
(25
)
Loss from early extinguishments of debt

 
(30
)
Interest expense
(58
)
 
(56
)
Interest income
2

 
4

Translation and foreign exchange
(3
)
 

Income before income taxes and equity earnings
$
122

 
$
83


For the three months ended March 31, 2012, intercompany profit of $1 in non-reportable segments related to canmaking equipment sales to subsidiaries in Asia and Brazil was eliminated within segment income of non-reportable segments. For the three months ended March 31, 2011, the intercompany profit elimination was less than $1.

“Corporate and unallocated items” includes corporate and division administrative costs, technology costs, and unallocated items such as the U.S. and U.K. pension plan costs.


19

Crown Holdings, Inc.


Q.
Condensed Combining Financial Information
Crown European Holdings SA (Issuer), a wholly owned subsidiary of the Company, has €500 ($667 at March 31, 2012) principal amount of 7.125% senior notes due 2018 outstanding that are fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent) and certain subsidiaries. The guarantors are 100% owned by the Company and the guarantees are made on a joint and several basis. The guarantor column includes financial information for all subsidiaries in the United States (except for an insurance subsidiary and a receivable securitization subsidiary), substantially all subsidiaries in Belgium, Canada, France, Germany, Mexico, Switzerland and the United Kingdom, and a subsidiary in the Netherlands. The following condensed combining financial statements:
statements of comprehensive income for the three months ended March 31, 2012 and 2011,
balance sheets as of March 31, 2012 and December 31, 2011, and
statements of cash flows for the three months ended March 31, 2012 and 2011
are presented on the following pages to comply with the Company’s requirements under Rule 3-10 of Regulation S-X.





CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME
For the three months ended March 31, 2012
(in millions)
 
 
Parent
 
Issuer
 
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Total
Company
Net sales

 

 
$
1,089

 
$
858

 

 
$
1,947

Cost of products sold, excluding depreciation and amortization

 

 
911

 
707

 

 
1,618

Depreciation and amortization

 

 
18

 
24

 

 
42

Gross profit
 
 
 
 
160

 
127

 
 
 
287

Selling and administrative expense

 


 
83

 
23

 

 
106

Net interest expense

 
$
15

 
31

 
10

 

 
56

Technology royalty

 

 
(7
)
 
7

 

 
 
Translation and foreign exchange

 

 
2

 
1

 

 
3

Income/(loss) before income taxes
 
 
(15
)
 
51

 
86

 
 
 
122

Provision for income taxes

 

 
18

 
14

 

 
32

Equity earnings in affiliates
$
69

 
49

 
36

 

 
$
(154
)
 

Net income
69

 
34

 
69

 
72

 
(154
)
 
90

Net income attributable to noncontrolling interests

 

 

 
(21
)
 

 
(21
)
Net income attributable to Crown Holdings
$
69

 
$
34

 
$
69

 
$
51

 
$
(154
)
 
$
69

 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income
$
144

 
$
98

 
$
144

 
$
143

 
$
(361
)
 
$
168

Comprehensive income attributable to noncontrolling interests


 


 


 
(24
)
 


 
(24
)
Comprehensive income attributable to Crown Holdings
$
144

 
$
98

 
$
144

 
$
119

 
$
(361
)
 
$
144



20

Crown Holdings, Inc.


CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME
For the three months ended March 31, 2011
(in millions)

 
Parent
 
Issuer
 
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Total
Company
Net sales

 

 
$
1,266

 
$
616

 

 
$
1,882

Cost of products sold, excluding depreciation and amortization

 
$
(1
)
 
1,090

 
461

 

 
1,550

Depreciation and amortization

 

 
19

 
21

 

 
40

Gross profit
 
 
1

 
157

 
134

 
 
 
292

Selling and administrative expense

 
(1
)
 
79

 
24

 

 
102

Provision for restructuring

 

 
25

 

 

 
25

Asset impairments and sales

 


 
(182
)
 


 
$
182

 

Loss from early extinguishment of debt

 


 
30

 

 

 
30

Net interest expense

 
19

 
30

 
3

 

 
52

Technology royalty

 

 
(6
)
 
6

 

 
 
Income/(loss) before income taxes
 
 
(17
)
 
181

 
101

 
(182
)
 
83

Provision for income taxes

 
1

 
1

 
39

 

 
41

Equity earnings/(loss) in affiliates
$
16

 
48

 
(164
)
 

 
100

 
 
Net income
16

 
30

 
16

 
62

 
(82
)
 
42

Net income attributable to noncontrolling interests

 

 

 
(26
)
 

 
(26
)
Net income attributable to Crown Holdings
$
16

 
$
30

 
$
16

 
$
36

 
$
(82
)
 
$
16

 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income
$
82

 
$
77

 
$
82

 
$
148

 
$
(276
)
 
$
113

Comprehensive income attributable to noncontrolling interests

 

 

 
(31
)
 

 
(31
)
Comprehensive income attributable to Crown Holdings
$
82

 
$
77

 
$
82

 
$
117

 
$
(276
)
 
$
82



21

Crown Holdings, Inc.


CONDENSED COMBINING BALANCE SHEET
As of March 31, 2012
(in millions)

 
Parent
 
Issuer
 
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Total
Company
Assets
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents

 

 
$
100

 
$
150

 

 
$
250

Receivables, net

 


 
284

 
782

 

 
1,066

Intercompany receivables

 
$
2

 
62

 
25

 
$
(89
)
 
 
Inventories

 

 
694

 
619

 

 
1,313

Prepaid expenses and other current assets
$
2

 
7

 
139

 
47

 

 
195

Total current assets
2

 
9

 
1,279

 
1,623

 
(89
)
 
2,824

 
 
 
 
 
 
 
 
 
 
 
 
Intercompany debt receivables

 
1,548

 
3,599

 
379

 
(5,526
)
 
 
Investments
359

 
3,195

 
(543
)
 

 
(3,011
)
 
 
Goodwill

 

 
1,424

 
574

 

 
1,998

Property, plant and equipment, net

 

 
609

 
1,187

 

 
1,796

Other non-current assets

 
12

 
485

 
63

 

 
560

Total
$
361

 
$
4,764

 
$
6,853

 
$
3,826

 
$
(8,626
)
 
$
7,178

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and equity
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
 
Short-term debt

 
$
10

 
$
16

 
$
138

 

 
$
164

Current maturities of long-term debt

 

 
1

 
65

 

 
66

Accounts payable and accrued liabilities
$
7

 
11

 
1,073

 
772

 

 
1,863

Intercompany payables

 

 
25

 
64

 
$
(89
)
 
 
Total current liabilities
7

 
21

 
1,115

 
1,039

 
(89
)
 
2,093

 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt, excluding current maturities

 
1,033

 
2,476

 
176

 

 
3,685

Long-term intercompany debt
678

 
2,486