CROWN HOLDINGS INC
10-Qs and 10-Ks
PROXIES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
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[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
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COMMISSION FILE NUMBER 000-50189
CROWN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania
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75-3099507
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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One Crown Way, Philadelphia, PA
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19154-4599
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 215-698-5100
____________________
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Title of each class
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Name of each exchange on which registered
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Common Stock $5.00 Par Value
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New York Stock Exchange
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7
3
/8% Debentures Due 2026
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New York Stock Exchange
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7
1
/2% Debentures Due 2096
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New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
(Title of Class)
____________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]
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 filings 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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[X]
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Accelerated filer
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Non-accelerated filer
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[ ] (Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No
[X]
As of June 30, 2017,
135,322,212
shares of the Registrant’s Common Stock, excluding shares held in Treasury, were issued and outstanding, and the aggregate market value of such shares held by non-affiliates of the Registrant on such date was
$8,073,323,168
based on the New York Stock Exchange closing price for such shares on that date.
As of February 22, 2018,
134,309,260
shares of the Registrant’s Common Stock were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
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Document
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Parts Into Which Incorporated
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Proxy Statement for the Annual Meeting of Shareholders to be held April 26, 2018
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Part III to the extent described therein
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Crown Holdings, Inc.
2017 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
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PART I
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1
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6
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20
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20
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23
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23
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PART II
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23
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25
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26
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41
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42
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102
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102
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103
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PART III
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103
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103
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104
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104
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104
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PART IV
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105
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111
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112
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Crown Holdings, Inc.
PART I
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ITEM 1.
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BUSINESS
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Crown Holdings, Inc. (the “Company” or the “Registrant”) (where the context requires, the “Company” shall include reference to the Company and its consolidated subsidiary companies) is a Pennsylvania corporation.
The Company is a worldwide leader in the design, manufacture and sale of packaging products for consumer goods. The Company’s primary products include steel and aluminum cans for food, beverage, household and other consumer products, glass bottles for beverage products and metal vacuum closures, steel crowns and caps. These products are manufactured in the Company’s plants both within and outside the U.S. and are sold through the Company’s sales organization to the soft drink, food, citrus, brewing, household products, personal care and various other industries. At December 31, 2017, the Company operated 143 plants along with sales and service facilities throughout 36 countries and had approximately 24,000 employees. Consolidated net sales for the Company in 2017 were $8.7 billion with 78% derived from operations outside the U.S.
DIVISIONS AND OPERATING SEGMENTS
The Company’s business is organized geographically within three divisions: Americas, Europe and Asia Pacific. Within each Division, the Company is generally organized along product lines. The Company’s reportable segments within the Americas Division are Americas Beverage and North America Food. The Company’s reportable segments within the European Division are European Beverage and European Food. The Company's Asia Pacific Division is a reportable segment which primarily consists of beverage can operations and also includes the Company's non-beverage can operations, primarily food cans and specialty packaging. The Company's non-reportable segments include its European aerosol and promotional packaging business, its North American aerosol can business and its tooling and equipment operations in the U.S. and U.K.
Financial information concerning the Company’s operating segments is set forth within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report and under
Note V
to the consolidated financial statements.
AMERICAS DIVISION
The Americas Division includes operations in the U.S., Brazil, Canada, the Caribbean, Colombia and Mexico. These operations manufacture beverage, food and aerosol cans and ends, glass bottles, specialty packaging, metal vacuum closures, steel crowns and caps. At December 31, 2017, the division operated 50 plants in 7 countries and had approximately 7,000 employees. In 2017, the Americas Division had net sales of $3.8 billion.
Americas Beverage
The Americas Beverage segment manufactures aluminum beverage cans and ends, glass bottles, steel crowns and aluminum caps. Manufacturing facilities are located in the U.S., Brazil, Canada, Colombia and Mexico. Americas Beverage had net sales in 2017 of $2.9 billion and segment income (as defined under
Note V
to the consolidated financial statements) of
$474 million
.
North America Food
The North America Food segment manufactures steel and aluminum food cans and ends and metal vacuum closures in the U.S., Canada, Mexico and the Caribbean. North America Food had net sales in 2017 of $679 million and segment income (as defined under
Note V
to the consolidated financial statements) of
$71 million
.
EUROPEAN DIVISION
The European Division includes operations in Europe, the Middle East and Africa. These operations manufacture beverage, food and aerosol cans and ends, promotional packaging and metal vacuum closures and caps. At December 31, 2017, the division operated 61 plants in 22 countries and had approximately 12,000 employees. Net sales in 2017 were $3.6 billion.
European Beverage
The European Beverage segment manufactures steel and aluminum beverage cans and ends in Europe, the Middle East and North Africa. European Beverage had net sales in 2017 of $1.5 billion and segment income (as defined under
Note V
to the consolidated financial statements) of
$239 million
.
Crown Holdings, Inc.
European Food
The European Food segment manufactures steel and aluminum food cans and ends, and metal vacuum closures, in Europe, Africa and the Middle East. European Food had net sales in 2017 of $1.9 billion and segment income (as defined under
Note V
to the consolidated financial statements) of
$247 million
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ASIA PACIFIC DIVISION
The Asia Pacific Division is a reportable segment which primarily consists of beverage can operations in Cambodia, China, Indonesia, Malaysia, Singapore, Thailand and Vietnam and also includes the Company's non-beverage can operations, primarily food cans and specialty packaging in China, Singapore, Thailand and Vietnam. At December 31, 2017, the division operated 29 plants in 7 countries and had approximately 4,000 employees.
The Asia Pacific segment had net sales in 2017 of $1.2 billion and segment income (as defined under
Note V
to the consolidated financial statements) of $168 million.
PRODUCTS
Beverage Cans and Glass Bottles
The Company supplies beverage cans and ends and other packaging products to a variety of beverage and beer companies, including Anheuser-Busch InBev, Coca-Cola, Cott Beverages, Dr Pepper Snapple Group, Heineken, Molson Coors and Pepsi-Cola, among others. The Company’s beverage can business is built around local, regional and global markets, which has served to develop the Company’s understanding of global customer and consumer expectations. The Company's glass bottle business is based in Mexico and serves customers in the local market.
The beverage market is dynamic and highly competitive, with each packaging manufacturer working together with its customers to satisfy consumers’ ever-changing needs. The Company competes by offering its customers broad market knowledge, resources at all levels of its worldwide organization and extensive research and development capabilities that have enabled the Company to provide its customers with innovative products. The Company meets its customers’ beverage packaging needs with an array of two-piece beverage cans and ends and metal bottle caps. Innovations include the SuperEnd® and 360 End™ beverage can ends, and size variations, such as slim cans for low calorie products or larger sizes for high volume consumption. The Company expects to continue to add capacity in many of the growth markets around the world.
Beverage can and glass bottle manufacturing is capital intensive, requiring significant investment in tools and machinery. The Company seeks to effectively manage its invested capital and is continuing its efforts to reduce the metal content of its cans and reduce non-metal costs, including water and energy usage, while improving production processes.
Food Cans and Closures
The Company manufactures a variety of food cans and ends, including two-piece and three-piece cans in assorted shapes and sizes, and sells food cans to food marketers such as Abbot Laboratories, Bonduelle, Cecab, Morgan Foods, Nestlé, Princes Group and Simmons Foods, among others. The Company offers a wide variety of metal vacuum closures and sealing equipment solutions to leading marketers such as Abbot Laboratories, Danone, H. J. Heinz, Nestlé and Unilever, among others, from a network of metal vacuum closure plants around the world. The Company supplies total packaging solutions, including metal and composite closures, capping systems and services while working closely with customers, retailers and glass and plastic container manufacturers to develop innovative closure solutions and meet customer requirements.
Technologies used to produce food cans include three-piece welded, two-piece drawn and wall-ironed and two-piece drawn and redrawn. The Company also offers its LIFTOFF™ series of food ends, including its Easylift™ full aperture steel food can ends, and PeelSeam™ and PeelFit™ flexible aluminum foil laminated ends. The Company offers expertise in closure design and decoration, ranging from quality printing of the closure in up to nine colors, to inside-the-cap printing, which offers customers new promotional possibilities, to better product protection through Ideal Closures™, Orbit™ and Superplus™. The Company’s commitment to innovation has led to developments in packaging materials, surface finishes, can shaping, lithography, filling, retorting, sealing and opening techniques and environmental performance. The Company manufactures easy open, vacuum and conventional ends for a variety of heat-processed and dry food products including fruits and vegetables, meat and seafood, soups, ready-made meals, infant formula, coffee and pet food.
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Crown Holdings, Inc.
Aerosol Cans
The Company’s customers for aerosol cans and ends include manufacturers of personal care, food, household and industrial products, including Friesland Campina, Procter & Gamble, SC Johnson and Unilever, among others. The aerosol can business is highly competitive. The Company competes by offering its customers a broad range of products including multiple sizes, multiple color schemes and shaped packaging.
Promotional and Specialty Packaging
The Company’s promotional and specialty packaging businesses are primarily located in Europe and Asia. The Company produces a wide range of promotional and specialty packaging containers with numerous lid and closure variations. The Company’s customers include Britvic and Nestlé among others.
SALES AND DISTRIBUTION
Global marketers qualify suppliers on the basis of their ability to provide global service, innovative designs and technologies in a cost-effective manner.
With its global reach, the Company markets and sells products to customers through its own sales and marketing staffs. In some instances, contracts with customers are centrally negotiated, but products are ordered through and distributed directly by the Company’s local facilities. The Company’s facilities are generally located in proximity to their respective major customers. The Company works closely with customers in order to develop new business and to extend the duration of its existing contracts.
Many customers provide the Company with quarterly or annual estimates of product requirements along with related quantities pursuant to which periodic commitments are given. Such estimates assist the Company in managing production and controlling use of working capital. The Company schedules its production to meet customer requirements. Because the production time for the Company’s products is short, any backlog of customer orders in relation to overall sales is not significant.
SEASONALITY
The food packaging business is somewhat seasonal with the first quarter tending to be the slowest period as the autumn packing period in the Northern Hemisphere has ended and new crops are not yet planted. The industry generally enters its busiest period in the third quarter when the majority of fruits and vegetables are harvested and immediately canned. Due to this seasonality, inventory levels increase in the first half of the year to meet peak demand in the second and third quarters. Weather represents a substantial uncertainty in the yield of food products and is a major factor in determining the demand for food cans in any given year. Generally, beverage products are consumed in greater amounts during the warmer months of the year in the Northern Hemisphere, and sales and earnings have generally been higher in the second and third quarters of the calendar year.
The Company’s other businesses primarily include aerosol, promotional and specialty packaging and canmaking equipment, which tend not to be as significantly affected by seasonal variations.
COMPETITION
Most of the Company’s products are sold in highly competitive markets, primarily based on price, quality, service and performance. The Company competes with other packaging manufacturers as well as with fillers, food processors and packers, some of whom manufacture containers for their own use and for sale to others. The Company’s competitors include, but are not limited to, Ardagh Group, Ball Corporation, BWAY Corporation, Can-Pack S.A., Metal Container Corporation and Silgan Holdings Inc.
CUSTOMERS
The Company’s largest customers consist of many of the leading manufacturers and marketers of packaged consumer products in the world. Consolidation trends among beverage and food marketers have led to a concentrated customer base. The Company’s top ten global customers represented in the aggregate approximately 33% of its 2017 net sales. In each of the years in the period 2015 through 2017, no one customer accounted for more than ten percent of the Company’s net sales. Each operating segment of the Company has major customers and the loss of one or more of these major customers could have a material adverse effect on an individual segment or the Company as a whole. Major customers include those listed above under the Products discussion. In addition to sales to Coca-Cola and Pepsi-Cola, the Company also supplies independent licensees of Coca-Cola and Pepsi-Cola.
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Crown Holdings, Inc.
RESEARCH AND DEVELOPMENT
The Company's principal Research, Development & Engineering (RD&E) Centers are located in Alsip, Illinois and Wantage, United Kingdom. The Company utilizes its centralized RD&E capabilities to advance and deliver technologies for the Company's worldwide packaging activities that (1) promote development of value-added metal packaging systems for its customers, (2) design cost-efficient manufacturing processes, systems and materials and material-efficient container designs that further the sustainability of metal packaging, (3) provide continuous quality and/or production efficiency improvements in its manufacturing facilities, (4) advance customer and supplier relationships, and (5) provide value-added engineering services and technical support. These capabilities facilitate (1) the identification of new and/or expanded market opportunities by working directly with customers to develop new packaging products or enhance existing packaging products through the application of new technologies that better differentiate customers' products in the retail environment (for example, the creation of new packaging shapes, novel decoration methods, or the addition of digital content through unique codes) and/or the incorporation of consumer-valued features (for example, improved openability and/or ease of use) and (2) the reduction of manufacturing costs by reducing the material content of the Company's products (while retaining necessary performance characteristics), reducing spoilage, and increasing operating efficiencies in manufacturing facilities.
The Company maintains a substantial portfolio of patents and other intellectual property (IP) in the field of metal packaging systems and seeks strategic partnerships to extend its IP in existing and emerging markets. As a result, the Company has licensed IP in geographic regions where the Company has a limited market presence today. Existing technologies such as SuperEnd® beverage ends, 360 End™ beverage ends, Easy-Flow™ beverage ends, Eole™ easy-open food ends and can shaping have been licensed in Australia, Japan, and Africa to provide customers with global access to Crown's brand building innovations.
The Company spent $39 million in both 2017 and 2015 and $41 million in 2016 in its centralized RD&E activities. Certain of these activities are expected to improve and expand the Company's product lines in the future. These expenditures include projects within the Company's RD&E facilities to improve manufacturing efficiencies, reduce unit costs, and develop new and improved value-added packaging systems. These expenditures do not include related product and process developments occurring within the Company's decentralized business units.
MATERIALS AND SUPPLIERS
The Company uses various raw materials, primarily aluminum and steel, in its manufacturing operations. In general, these raw materials are purchased in highly competitive, price-sensitive markets which have historically exhibited price and demand cyclicality. These and other materials used in the manufacturing process have historically been available in adequate supply from multiple sources.
The Company has agreements for what it considers adequate supplies of raw materials. However, sufficient quantities may not be available in the future due to, among other things, shortages due to excessive demand, weather or other factors, including disruptions in supply caused by raw material transportation or production delays. From time to time, some of the raw materials have been in short supply but, to date, these shortages have not had a significant impact on the Company’s operations.
In 2017, consumption of steel and aluminum represented 21% and 42% of consolidated cost of products sold, excluding depreciation and amortization. Due to the significance of these raw materials to the overall cost of products sold, raw material efficiency is a critical cost component of the products manufactured. Supplier consolidations, changes in ownership, government regulations, political unrest and increased demand for raw materials in the packaging and other industries, among other risk factors, could cause uncertainty as to the availability of and the level of prices at which the Company might be able to source such raw materials in the future. Moreover, the prices of aluminum and steel can be subject to significant volatility. The Company’s raw material supply contracts vary as to terms and duration, with steel contracts typically one year in duration with fixed prices or set repricing dates, and aluminum contracts typically multi-year in duration with fluctuating prices based on aluminum ingot costs. The Company generally attempts to mitigate its steel and aluminum price risk by matching its purchase obligations with its sales agreements; however, there can be no assurance that the Company will be able to fully mitigate that risk.
The Company, in agreement with customers in many cases, also uses commodity and foreign currency forwards in an attempt to manage its exposure to aluminum price volatility.
There can be no assurance that the Company will be able to fully recover from its customers the impact of aluminum and steel price increases or that the use of derivative instruments will effectively manage the Company’s exposure to price volatility. In addition, if the Company were unable to purchase steel and aluminum for a significant period of time, its operations would be
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Crown Holdings, Inc.
disrupted, and if the Company were unable to fully recover the higher cost of steel and aluminum, its financial results may be adversely affected. The Company continues to monitor this situation and the effect on its operations. As a result of continuing global supply and demand pressures, other commodity-related costs affecting the Company’s business may increase as well, including natural gas, electricity and freight-related costs. The Company will attempt to increase prices on its products accordingly in order to recover these costs.
In response to the volatility of raw material prices, ongoing productivity and cost reduction efforts in recent years have focused on improving raw material cost management.
The Company’s manufacturing facilities are dependent, in varying degrees, upon the availability of water and processed energy, such as natural gas and electricity. Certain of these may become difficult or impossible to obtain on acceptable terms due to external factors which could increase the Company’s costs or interrupt its business.
Aluminum and steel, by their very nature, can be recycled at high effectiveness and can be repeatedly reused to form new consumer packaging with minimal or no degradation in performance, quality or safety. By recycling these metals, large amounts of energy can be saved and significant water use and carbon dioxide emissions avoided.
SUSTAINABILITY AND ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
The Company’s operations are subject to numerous laws and regulations governing the protection of the environment, disposal of waste, discharges into water, emissions into the atmosphere and the protection of employee health and safety. Future regulations may impose stricter environmental requirements on the packaging industry and may require additional capital investment. Anticipated future restrictions in some jurisdictions on the use of certain coatings may require the Company to employ additional control equipment or process modifications. The Company has a Corporate Sustainability Policy and a Corporate Environmental Protection Policy. Environmental awareness is a key component of sustainability. Environmental considerations are among the criteria by which the Company evaluates projects, products, processes and purchases. The Company is committed to continuous improvement in product design and manufacturing practices to provide the best outcome for the human and natural environment, both now and in the future. By reducing the per-unit amount of raw materials used in manufacturing its products, the Company can significantly reduce the amount of energy, water and other resources and associated emissions necessary to manufacture metal containers. The Company aims to continue that process of improvement in its manufacturing process to assure that consumers and the environment are best served through the use of metal packaging. The Company is also committed to providing a safe work environment for its employees through programs that emphasize safety awareness and the elimination of injuries and incidents. There can be no assurance that current or future environmental laws or liabilities will not have a material effect on the Company’s financial condition, liquidity or results of operations. Discussion of the Company’s environmental matters is contained within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report under the caption “Environmental Matters,” and under
Note M
to the consolidated financial statements.
WORKING CAPITAL
The Company generally uses cash during the first nine months of the year to finance seasonal working capital needs. The Company’s working capital requirements are funded by cash flows from operations, revolving credit facilities and receivables securitization and factoring programs.
Further information relating to the Company’s liquidity and capital resources is set forth within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report under the caption “Liquidity” and under
Note Q
to the consolidated financial statements.
EMPLOYEES
At December 31, 2017, the Company had approximately 24,000 employees. Collective bargaining agreements with varying terms and expiration dates cover approximately 15,000 employees. The Company does not expect that renegotiation of the agreements expiring in 2018 will have a material adverse effect on its consolidated results of operations, financial position or cash flow.
AVAILABLE INFORMATION
The Company’s internet website address is
www.crowncork.com
. Information on the Company’s website is not incorporated by reference in this Annual Report on Form 10-K. The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed by the Company with the U.S. Securities and Exchange
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Crown Holdings, Inc.
Commission pursuant to sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are accessible free of charge through the Company’s website as soon as reasonably practicable after the documents are filed with, or otherwise furnished to,
the U. S. Securities and Exchange Commission. The Company’s SEC filings are also available for reading and copying at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site (
http://www.sec.gov
) containing reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
The Company’s Code of Business Conduct and Ethics, its Corporate Governance Guidelines, and the charters of its Audit, Compensation and Nominating and Corporate Governance committees are available on the Company’s website. These documents are also available in print to any shareholder who requests them. Amendments to and waivers of the Code of Business Conduct and Ethics requiring disclosure under applicable SEC rules will be disclosed on the Company's website.
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ITEM 1A.
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RISK FACTORS
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In addition to factors discussed elsewhere in this Annual Report and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the following are some of the important factors that could materially and adversely affect the Company’s business, financial condition and results of operations.
The Company's international operations, which generated approximately 78
%
of its consolidated net sales in 2017, are subject to various risks that may lead to decreases in its financial results.
The Company is an international company, and the risks associated with operating in foreign countries may have a negative impact on the Company's liquidity and net income. The Company's international operations generated approximately 78
%
of its consolidated net sales in the year ended 2017 and 77%, of its consolidated net sales in the years ended 2016 and 2015. In addition, the Company's business strategy includes continued expansion of international activities, including within developing markets and areas, such as the Middle East, South America, and Asia, that may pose greater risk of political or economic instability. Approximately 38% of the Company's consolidated net sales in the years ended 2017 and 2016 and approximately 37% of the Company's consolidated net sales in 2015 were generated outside of the developed markets in Western Europe, the United States and Canada. Furthermore, if economic conditions in Europe deteriorate, there will likely be a negative effect on the Company's European business, as well as the businesses of the Company's European customers and suppliers. If a further downturn in European economic conditions ultimately leads to a significant devaluation of the euro, the value of the Company's financial assets that are denominated in euros would be significantly reduced when translated to U.S. dollars for financial reporting purposes. Any of these conditions could ultimately harm the Company's overall business, prospects, operating results, financial condition and cash flows.
Emerging markets are a focus of the Company's international growth strategy. The developing nature of these markets and the nature of the Company's international operations generally are subject to various risks, including:
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foreign government's restrictive trade policies;
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inconsistent product regulation or policy changes by foreign agencies or governments;
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duties, taxes or government royalties, including the imposition or increase of withholding and other taxes on remittances and other payments by non-U.S. subsidiaries;
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customs, import/export and other trade compliance regulations;
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foreign exchange rate risks;
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difficulty in collecting international accounts receivable and potentially longer payment cycles;
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increased costs in maintaining international manufacturing and marketing efforts;
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non-tariff barriers and higher duty rates;
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difficulties associated with expatriating cash generated or held abroad in a tax-efficient manner and changes in tax laws;
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difficulties in enforcement of contractual obligations and intellectual property rights and difficulties in protecting intellectual property or sensitive commercial and operations data or information technology systems generally;
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exchange controls;
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national and regional labor strikes;
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geographic, language and cultural differences between personnel in different areas of the world;
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high social benefit costs for labor, including costs associated with restructurings;
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civil unrest or political, social, legal and economic instability, such as recent political turmoil in the Middle East;
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Crown Holdings, Inc.
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product boycotts, including with respect to the products of the Company's multi-national customers;
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customer, supplier, and investor concerns regarding operations in areas such as the Middle East;
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taking of property by nationalization or expropriation without fair compensation;
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imposition of limitations on conversions of foreign currencies into dollars or payment of dividends and other payments by non-U.S. subsidiaries;
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hyperinflation and currency devaluation in certain foreign countries where such currency devaluation could affect the amount of cash generated by operations in those countries and thereby affect the Company's ability to satisfy its obligations;
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war, civil disturbance, global or regional catastrophic events, natural disasters, including in emerging markets, and acts of terrorism;
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geographical concentration of the Company's factories and operations and regional shifts in its customer base;
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periodic health epidemic concerns;
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the complexity of managing global operations; and
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compliance with applicable anti-corruption or anti-bribery laws.
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There can be no guarantee that a deterioration of economic conditions in countries in which the Company operates or may seek to operate in the future would not have a material impact on the Company's results of operations.
The Company is subject to the effects of fluctuations in foreign exchange rates, which may reduce its net sales and cash flow.
The Company is exposed to fluctuations in foreign currencies as a significant portion of its consolidated net sales, costs, assets and liabilities, are denominated in currencies other than the U.S. dollar. For the year ended December 31, 2017 the Company derived approximately 78% of its consolidated net sales from its international operations. For the years ended December 31, 2016 and 2015 the Company derived approximately 77% of its consolidated net sales from its international operations. Volatility in exchange rates may increase the costs of its products, impair the purchasing power of its customers in different markets, result in significant competitive benefit to certain of its competitors who incur a material part of their costs in other currencies than it does, and increase its hedging costs and limit its ability to hedge exchange rate exposure. In its consolidated financial statements, the Company translates local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period. During times of a strengthening U.S. dollar, its reported international revenue and earnings will be reduced because the local currency will translate into fewer U.S. dollars. Conversely, a weakening U.S. dollar will effectively increase the dollar-equivalent of the Company's expenses and liabilities denominated in foreign currencies. See “Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Market Risk” and “Quantitative and Qualitative Disclosures About Market Risk” in this Annual Report. Although the Company may use financial instruments such as foreign currency forwards from time to time to reduce its exposure to currency exchange rate fluctuations in some cases, it may not elect or have the ability to implement hedges or, if it does implement them, there can be no assurance that such agreements will achieve the desired effect.
For the year-ended December 31, 2017, a 0.10 movement in the average Euro rate would have reduced net income by $17 million.
As the Company seeks to expand its business globally, growth opportunities may be impacted by greater political, economic and social uncertainty and the continuing and accelerating globalization of businesses could significantly change the dynamics of the Company's competition, customer base and product offerings
.
The Company's efforts to grow its businesses depend to a large extent upon access to, and its success in developing market share and operating profitably in, geographic markets including but not limited to the Middle East, South America, Eastern Europe and Asia, including, after the Company's proposed acquisition of Signode Industrial Group (together with its consolidated subsidiary companies, "Signode") is consummated, India. In some cases, countries in these regions have greater political and economic volatility, greater vulnerability to infrastructure and labor disruptions and differing local customer product preferences and requirements than the Company's other markets. Operating and seeking to expand business in a number of different regions and countries exposes the Company to multiple and potentially conflicting cultural practices, business practices and legal and regulatory requirements that are subject to change, including those related to tariffs and trade barriers, investments, property ownership rights, taxation, repatriation of earnings and regulation of advanced technologies. Such expansion efforts may also use capital and other resources of the Company that could be invested in other areas. Expanding business operations globally also increases exposure to currency fluctuations which can materially affect the Company's financial results. As these emerging geographic markets become more important to the Company, its competitors are also seeking to expand their production capacities and sales in these same markets, which may lead to industry overcapacity that could adversely affect pricing, volumes and financial results in such markets.
7
Crown Holdings, Inc.
Although the Company is taking measures to adapt to these changing circumstances, the Company's reputation and/or business results could be negatively affected should these efforts prove unsuccessful.
The Company may not be able to manage its anticipated growth, and it may experience constraints or inefficiencies caused by unanticipated acceleration and deceleration of customer demand.
Unanticipated acceleration and deceleration of customer demand for the Company's products may result in constraints or inefficiencies related to the Company's manufacturing, sales force, implementation resources and administrative infrastructure, particularly in emerging markets where the Company is seeking to expand production. Such constraints or inefficiencies may adversely affect the Company as a result of delays, lost potential product sales or loss of current or potential customers due to their
dissatisfaction. Similarly, over-expansion, including as a result of overcapacity due to expansion by the Company's competitors, or investments in anticipation of growth that does not materialize, or develops more slowly than the Company expects, could harm the Company's financial results and result in overcapacity.
To manage the Company's anticipated future growth effectively, the Company must continue to enhance its manufacturing capabilities and operations, information technology infrastructure, and financial and accounting systems and controls. Organizational growth and scale-up of operations could strain its existing managerial, operational, financial and other resources. The Company's growth requires significant capital expenditures and may divert financial resources from other projects, such as
the development of new products or enhancements of existing products or reduction of the Company's outstanding indebtedness. If the Company's management is unable to effectively manage the Company's growth, its expenses may increase more than expected, its revenue could grow more slowly than expected and it may not be able to achieve its research and development and production goals. The Company's failure to manage its anticipated growth effectively could have a material effect on its business, operating results or financial condition.
The Company's profits will decline if the price of raw materials or energy rises and it cannot increase the price of its products, and the Company's financial results could be adversely affected if the Company was not able to obtain sufficient quantities of raw materials.
The Company uses various raw materials, such as steel, aluminum, tin, water, natural gas, electricity and other processed energy, in its manufacturing operations. Signode, which will become a subsidiary of the Company after the Signode acquisition is consummated, also uses steel and materials derived from crude oil and natural gas, such as polyethylene and polypropylene resins. Sufficient quantities of these raw materials may not be available in the future or may be available only at increased prices. The Company's raw material supply contracts vary as to terms and duration, with steel contracts typically one year in duration with fixed prices and aluminum contracts typically multi-year in duration with fluctuating prices based on aluminum ingot costs. The availability of various raw materials and their prices depends on global and local supply and demand forces, governmental regulations (including tariffs), level of production, resource availability, transportation, and other factors, including natural disasters such as floods and earthquakes. In particular, in recent years the consolidation of steel suppliers, shortage of raw materials affecting the production of steel and the increased global demand for steel, including in China and other developing countries, have contributed to an overall tighter supply for steel, resulting in increased steel prices and, in some cases, special surcharges and allocated cut backs of products by steel suppliers. In addition, future steel supply contracts may provide for prices that fluctuate or adjust rather than provide a fixed price during a one-year period. As a result of continuing global supply and demand pressures, other commodity-related costs affecting the Company's business may increase as well, including natural gas, electricity and freight-related costs.
The prices of certain raw materials used by the Company, such as steel, aluminum and processed energy, have historically been subject to volatility. In 2017, consumption of steel and aluminum represented 21% and 42% of the Company's consolidated cost of products sold, excluding depreciation and amortization. While certain, but not all, of the Company's contracts pass through raw material costs to customers, the Company may be unable to increase its prices to offset increases in raw material costs without suffering reductions in unit volume, revenue and operating income. In addition, any price increases may take effect after related cost increases, reducing operating income in the near term. Significant increases in raw material costs may increase the Company's working capital requirements, which may increase the Company's average outstanding indebtedness and interest expense and may exceed the amounts available under the Company's senior secured credit facilities and other sources of liquidity. In addition, the Company hedges raw material costs on behalf of certain customers and may suffer losses if such customers are unable to satisfy their purchase obligations.
If the Company is unable to purchase steel, aluminum or other raw materials for a significant period of time, the Company's operations would be disrupted and any such disruption may adversely affect the Company's financial results. If customers believe that the Company's competitors have greater access to raw materials, perceived certainty of supply at the Company's competitors may put the Company at a competitive disadvantage regarding pricing and product volumes.
8
Crown Holdings, Inc.
The substantial indebtedness of the Company could prevent it from fulfilling its obligations under its indebtedness.
The Company has substantial outstanding indebtedness. As a result of the Company's substantial indebtedness, a significant portion of the Company's cash flow will be required to pay interest and principal on its outstanding indebtedness, and the Company may not generate sufficient cash flow from operations, or have future borrowings available under its senior secured credit facilities, to enable it to repay its indebtedness or to fund other liquidity needs. As of December 31, 2017, the Company and its subsidiaries had approximately $5.3 billion of indebtedness. The Company's ratio of earnings to fixed charges was 4.0 times for the years ended December 31, 2017.
The Company’s current sources of liquidity include securitization facilities with program limits that expire as follows: $350 million in December 2018 and $175 million in 2019. Additional sources of liquidity include borrowings that mature as follows: its $1,400 million revolving credit facilities in April 2022; its €650 million ($781 million at December 31, 2017) 4.0% senior notes in July 2022; its $1,000 million 4.50% senior notes in January 2023; its €600 million ($720 million at December 31, 2017) 2.625% senior notes in September 2024; its €600 million ($720 million at December 31, 2017) 3.375% senior notes in May 2025; its $400 million 4.25% senior notes in September 2026; its $350 million 7.375% senior notes in December 2026; its $40 million 7.5% senior notes in December 2096; and its $130 million of other indebtedness in various currencies at various dates through 2036. In addition, the Company's term loan credit facilities mature as follows: $32 million in December 2018, $47 million in December 2019, $54 in December 2020, $54 in December 2021 and $878 million in December 2022.
The substantial indebtedness of the Company could:
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increase the Company's vulnerability to general adverse economic and industry conditions, including rising interest rates;
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restrict the Company from making strategic acquisitions or exploiting business opportunities, including any planned expansion in emerging markets;
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limit the Company's ability to make capital expenditures both domestically and internationally in order to grow the Company's business or maintain manufacturing plants in good working order and repair;
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limit, along with the financial and other restrictive covenants under the Company's indebtedness, the Company's ability to obtain additional financing, dispose of assets or pay cash dividends;
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require the Company to dedicate a substantial portion of its cash flow from operations to service its indebtedness, thereby reducing the availability of its cash flow to fund future working capital, capital expenditures, research and development expenditures and other general corporate requirements;
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require the Company to sell assets used in its business;
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limit the Company's ability to refinance its existing indebtedness, particularly during periods of adverse credit market conditions when refinancing indebtedness may not be available under interest rates and other terms acceptable to the Company or at all;
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increase the Company's cost of borrowing;
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limit the Company's flexibility in planning for, or reacting to, changes in its business and the industry in which it operates; and
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place the Company at a competitive disadvantage compared to its competitors that have less debt.
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If its financial condition, operating results and liquidity deteriorate, the Company's creditors may restrict its ability to obtain future financing and its suppliers could require prepayment or cash on delivery rather than extend credit which could further diminish the Company's ability to generate cash flows from operations sufficient to service its debt obligations. In addition, the Company's ability to make payments on and refinance its debt and to fund its operations will depend on the Company's ability to generate cash in the future.
Some of the Company's indebtedness is subject to floating interest rates, which would result in the Company's interest expense increasing if interest rates rise.
As of December 31, 2017, approximately $1.3 billion of the Company's $5.3 billion of total indebtedness and other outstanding obligations were subject to floating interest rates. Changes in economic conditions could result in higher interest rates, thereby increasing the Company's interest expense and reducing funds available for operations or other purposes. The Company's annual interest expense was $
252
million, $243 million and $270 million for 2017, 2016 and 2015. Based on the amount of variable rate debt outstanding at December 31, 2017, a 1% increase in variable interest rates would increase its annual interest expense by $13 million. Accordingly, the Company may experience economic losses and a negative impact on earnings as a result of interest rate fluctuation. The actual effect of a 1% increase could be more than $13 million as the Company's average borrowings on its variable rate debt may be higher during the year than the amount at December 31, 2017. In addition, the cost of the Company's securitization
9
Crown Holdings, Inc.
and factoring facilities would also increase with an increase in floating interest rates. Although the Company may use interest rate protection agreements from time to time to reduce its exposure to interest rate fluctuations in some cases, it may not elect or have the ability to implement hedges or, if it does implement them, there can be no assurance that such agreements will achieve the desired effect. See “Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Market Risk” and “Quantitative and Qualitative Disclosures About Market Risk” in this Annual Report.
Notwithstanding the Company's current indebtedness levels and restrictive covenants, the Company may still be able to incur substantial additional debt or make certain restricted payments, which could exacerbate the risks described above.
The Company may be able to incur additional debt in the future, including in connection with acquisitions or joint ventures. Although the Company's senior secured credit facilities and indentures governing certain of its outstanding notes contain restrictions on the Company's ability to incur indebtedness, those restrictions are subject to a number of exceptions, and, under certain circumstances, indebtedness incurred in compliance with these restrictions could be substantial. The Company may also consider investments in joint ventures or acquisitions or increased capital expenditures, which may increase the Company's indebtedness.
Moreover, although the Company's senior secured credit facilities contain restrictions on the Company's ability to make restricted payments, including the declaration and payment of dividends and the repurchase of the Company's common stock, the Company is able to make such restricted payments under certain circumstances which may increase indebtedness, and the Company may in the future establish a regular dividend on the Company common stock. Adding new debt to current debt levels or making otherwise restricted payments could intensify the related risks that the Company and its subsidiaries now face.
Restrictive covenants in the debt agreements governing the Company's current or future indebtedness could restrict the Company's operating flexibility.
The indentures and agreements governing the Company's senior secured credit facilities and outstanding notes contain affirmative and negative covenants that limit the ability of the Company and its subsidiaries to take certain actions. These restrictions may limit the Company's ability to operate its businesses and may prohibit or limit its ability to enhance its operations or take advantage of potential business opportunities as they arise. The Company's senior secured credit facilities require the Company to maintain specified financial ratios and satisfy other financial conditions. The agreements or indentures governing the Company's senior secured credit facilities and certain of its outstanding notes restrict, among other things, the ability of the Company and the ability of all or substantially all of its subsidiaries to:
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incur additional debt;
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pay dividends or make other distributions, repurchase capital stock, repurchase subordinated debt and make certain investments or loans;
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create liens and engage in sale and leaseback transactions;
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create restrictions on the payment of dividends and other amounts to the Company from subsidiaries;
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make loans, investments and capital expenditures;
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change accounting treatment and reporting practices;
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enter into agreements restricting the ability of a subsidiary to pay dividends to, make or repay loans to, transfer property to, or guarantee indebtedness of, the Company or any of its subsidiaries;
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sell or acquire assets, enter into leaseback transactions and merge or consolidate with or into other companies; and
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engage in transactions with affiliates.
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In addition, the indentures and agreements governing the Company's senior secured credit facilities and certain of its outstanding notes limit, among other things, the ability of the Company to enter into certain transactions, such as mergers, consolidations, joint ventures, asset sales, sale and leaseback transactions and the pledging of assets. Furthermore, if the Company or certain of its subsidiaries experience specific kinds of changes of control, the Company's senior secured credit facilities will be due and payable and the Company will be required to offer to repurchase outstanding notes.
The breach of any of these covenants by the Company or the failure by the Company to meet any of these ratios or conditions could result in a default under any or all of such indebtedness. If a default occurs under any such indebtedness, all of the outstanding obligations thereunder could become immediately due and payable, which could result in a default under the Company's other
outstanding debt and could lead to an acceleration of obligations related to the Company's senior secured credit facilities, outstanding notes and other outstanding debt. The ability of the Company to comply with these covenants or indentures governing other
indebtedness it may incur in the future and its outstanding notes can be affected by events beyond its control and, therefore, it may be unable to meet these ratios and conditions.
10
Crown Holdings, Inc.
Pending and future asbestos litigation and payments to settle asbestos-related claims could reduce the Company's cash flow and negatively impact its financial condition.
Crown Cork, a wholly-owned subsidiary of the Company, 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. In 1963, Crown Cork acquired a subsidiary that had two operating businesses, one of which is alleged to have manufactured asbestos-containing insulation products. Crown Cork believes that the business ceased manufacturing such products in 1963.
The Company recorded pre-tax charges of
$3 million
, $21 million and $26 million to increase its accrual for asbestos-related liabilities in 2017, 2016 and 2015. As of December 31, 2017, Crown Cork's accrual for pending and future asbestos-related claims and related legal costs was $
315
million, including $272 million for unasserted claims. The Company determines its accrual without limitation to a specific time period. Assumptions underlying the accrual include that claims for exposure to asbestos that occurred after the sale of the subsidiary's insulation business in 1964 would not be entitled to settlement payouts and that state statutes described under
Note L
to the Company's audited consolidated financial statements included in this Annual Report, including Texas and Pennsylvania statutes, are expected to have a highly favorable impact on Crown Cork's ability to settle or defend against asbestos-related claims in those states and other states where Pennsylvania law may apply.
During the year ended December 31, 2017, Crown Cork received approximately
2,500
new claims, settled or dismissed approximately
2,500
claims, and had approximately
55,500
claims outstanding at the end of the period. Of these outstanding claims, approximately
16,500
claims relate to claimants alleging first exposure to asbestos after 1964 and approximately 39,000 relate to claimants alleging first exposure to asbestos before or during 1964, of which approximately 13,000 were filed in Texas, 1,500 were filed in Pennsylvania, 6,000 were filed in other states that have enacted asbestos legislation and 18,500 were filed in other states. The outstanding claims at December 31, 2017 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. The exclusion of these inactive claims had no effect on the calculation of the Company's accrual as the claims were filed in states where the Company's liability is limited by statute. The Company devotes significant time and expense to defend against these various claims, complaints and proceedings, and there can be no assurance that the expenses or distractions from operating the Company's businesses arising from these defenses will not increase materially.
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 continues to assign no value to claims filed after June 11, 2003.
Crown Cork made cash payments of $30 million in each of the years 2017, 2016 and 2015 for asbestos-related claims including settlement payments and legal fees. These payments have reduced and any such future payments will reduce the cash flow available to Crown Cork for its business operations and debt payments.
Asbestos-related payments including defense costs may be significantly higher than those estimated by Crown Cork because the outcome of this type of litigation (and, therefore, Crown Cork's reserve) is subject to a number of assumptions and uncertainties, such as the number or size of asbestos-related claims or settlements, the number of financially viable responsible parties, the extent to which state statutes relating to asbestos liability are upheld and/or applied by the courts, Crown Cork's ability to obtain resolution without payment of asbestos-related claims by persons alleging first exposure to asbestos after 1964, and the potential impact of any pending or future asbestos-related legislation. Accordingly, Crown Cork may be required to make payments for claims substantially in excess of its accrual, which could reduce the Company's cash flow and impair its ability to satisfy its obligations.
As a result of the uncertainties regarding its asbestos-related liabilities and its reduced cash flow, the ability of the Company to raise new money in the capital markets is more difficult and more costly, and the Company may not be able to access the capital markets in the future. Further information regarding Crown's Cork's asbestos-related liabilities is presented within “Management's Discussion and Analysis of Financial Condition and Results of Operations” under the headings, “Provision for Asbestos” and “Critical Accounting Policies” and under
Note L
to the Company's audited consolidated financial statements included in this Annual Report.
11
Crown Holdings, Inc.
The Company has significant pension plan obligations worldwide and significant unfunded postretirement obligations, which could reduce its cash flow and negatively impact its results of operations and its financial condition.
The Company sponsors various pension plans worldwide, with the largest funded plans in the U.K., U.S. and Canada. In 2017, 2016 and 2015, the Company contributed $296 million, $103 million and $79 million to its pension plans. Pension expense was $16 million in 2017 and is expected to be $4 million in 2018. A 0.25% change in the 2018 expected rate of return assumptions would change 2018 pension expense by approximately $12 million. A 0.25% change in the discount rates assumptions as of December 31, 2017 would change 2018 pension expense by approximately $4 million. The Company may be required to accelerate the timing of its contributions under its pension plans. The actual impact of any accelerated funding will depend upon the interest rates required for determining the plan liabilities and the investment performance of plan assets. An acceleration in the timing of pension plan contributions could decrease the Company's cash available to pay its outstanding obligations and its net income and increase the Company's outstanding indebtedness.
Based on current assumptions, the Company expects to make pension contributions of $
18
million in 2018, $
24
million in 2019, $
26
million in 2020, $
18
million in 2021 and $
23
million in 2022. Future changes to mortality tables or other factors used to determine pension contributions could have a significant impact on the Company’s future contributions and its cash flow available for debt reduction, capital expenditures or other purposes.
The difference between pension plan obligations and assets, or the funded status of the plans, significantly affects the net periodic benefit costs of the Company's pension plans and the ongoing funding requirements of those plans. Among other factors, significant volatility in the equity markets and in the value of illiquid alternative investments, changes in discount rates, investment returns and the market value of plan assets can substantially increase the Company's future pension plan funding requirements and could have a negative impact on the Company's results of operations and profitability. See
Note T
to the Company's audited consolidated financial statements in this Annual Report. As long as the Company continues to maintain its various pension plans, the Company will continue to incur additional pension obligations. The Company's pension plan assets consist primarily of common stocks and fixed income securities and also include alternative investments such as interests in private equity and hedge funds. If the performance of plan assets does not meet the Company's assumptions or discount rates continue to decline, the Company may have to contribute additional funds to the pension plan, and its pension expense may increase. In addition, the Company's supplemental executive retirement plan and retiree medical plans are unfunded.
The Company's U.S. funded pension plan is subject to the Employee Retirement Income Security Act of 1974, or ERISA. Under ERISA, the Pension Benefit Guaranty Corporation, or PBGC, has the authority to terminate an underfunded plan under certain circumstances. In the event its U.S. pension plan is terminated for any reason while the plan is underfunded, the Company will incur a liability to the PBGC that may be equal to the entire amount of the underfunding, which under certain circumstances may be senior to the notes. In addition, as of December 31, 2017 the unfunded accumulated postretirement benefit obligation, as calculated in accordance with U.S. generally accepted accounting principles, for retiree medical benefits was approximately $168 million, based on assumptions set forth under
Note T
to the Company's audited consolidated financial statements in this Annual Report.
The Signode acquisition is subject to the satisfaction or waiver of a number of closing conditions, which could delay or materially adversely affect the timing of its completion, or prevent it from occurring.
Consummation of the Signode acquisition is dependent upon the satisfaction or waiver of conditions (some of which may not be waivable), including obtaining the approval of various competition authorities. In the event that these regulatory conditions are not satisfied or the satisfaction thereof is significantly delayed, it may prevent the Signode acquisition from being consummated on the anticipated timeline, or at all.
In addition to the required regulatory clearances, the Signode acquisition is subject to a number of other conditions beyond the Company's and Signode's control that may prevent, delay or otherwise materially adversely affect its communication. The Company cannot predict whether and when these other conditions will be satisfied. Delayed satisfaction of, or failure to satisfy, these conditions could cause uncertainty or other negative consequences that may materially and adversely affect the Company's performance, financial condition, results of operations, stock price and the perceived value of Signode acquisition.
Acquisitions or investments that the Company is considering or may pursue could be unsuccessful, consume significant resources and require the incurrence of additional indebtedness.
The Company may consider acquisitions and investments that complement its existing business. These possible acquisitions and investments involve or may involve significant cash expenditures, debt incurrence (including the incurrence of additional
12
Crown Holdings, Inc.
indebtedness under the Company's senior secured revolving credit facilities or other secured or unsecured debt), operating losses and expenses that could have a material effect on the Company's financial condition and operating results.
In particular, if the Company incurs additional debt, the Company's liquidity and financial stability could be impaired as a result of using a significant portion of available cash or borrowing capacity to finance an acquisition. Moreover, the Company may face an increase in interest expense or financial leverage if additional debt is incurred to finance an acquisition, which may, among other things, adversely affect the Company's various financial ratios and the Company's compliance with the conditions of its existing indebtedness. In addition, such additional indebtedness may be incurred under the Company's senior secured credit facilities or otherwise secured by liens on the Company's assets.
Acquisitions involve numerous other risks, including:
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diversion of management time and attention;
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failures to identify material problems and liabilities of acquisition targets or to obtain sufficient indemnification rights to fully offset possible liabilities related to the acquired businesses;
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difficulties integrating the operations, technologies and personnel of the acquired businesses;
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inefficiencies and complexities that may arise due to unfamiliarity with new assets, businesses or markets;
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disruptions to the Company's ongoing business;
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inaccurate estimates of fair value made in the accounting for acquisitions and amortization of acquired intangible assets which would reduce future reported earnings;
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the inability to obtain required financing for the new acquisition or investment opportunities and the Company's existing business;
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the need or obligation to divest portions of an acquired business;
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challenges associated with operating in new geographic regions;
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difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects;
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potential loss of key employees, contractual relationships, suppliers or customers of the acquired businesses or of the Company; and
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inability to obtain required regulatory approvals.
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To the extent the Company pursues an acquisition that causes it to incur unexpected costs or that fails to generate expected returns, the Company's financial position, results of operations and cash flows may be adversely affected, and the Company's ability to service its indebtedness may be negatively impacted.
The Company's principal markets may be subject to overcapacity and intense competition, which could reduce the Company's net sales and net income.
Food and beverage cans are standardized products, allowing for relatively little differentiation among competitors. This could lead to overcapacity and price competition among food and beverage can producers if capacity growth outpaced the growth in demand for food and beverage cans and overall manufacturing capacity exceeded demand. These market conditions could reduce product prices and contribute to declining revenue and net income and increasing debt balances. As a result of industry overcapacity (including in developed markets and certain emerging markets, such as China) and price competition, the Company may not be able to increase prices sufficiently to offset higher costs or to generate sufficient cash flow. The North American and Western Europe food and beverage can markets, in particular, are considered to be mature markets, characterized by slow growth and a sophisticated distribution system. In China, the current industry supply of beverage cans exceeds demand, which has resulted in pricing pressure and negative impacts on the Company's profitability. Competitive pricing pressures, overcapacity, the failure to develop new product designs and technologies for products, as well as other factors, such as consolidation among the Company's competitors, could cause the Company to lose existing business or opportunities to generate new business and could result in decreased cash flow and net income.
The Company is subject to competition from substitute products and decreases in demand for its products, which could result in lower profits and reduced cash flows.
The Company is subject to substantial competition from producers of alternative packaging made from glass, paper, flexible materials and plastic. The Company's sales depend heavily on the volumes of sales by the Company's customers in the food and beverage markets. Changes in preferences for products and packaging by consumers of prepackaged food and beverage cans significantly influence the Company's sales. Changes in packaging by the Company's customers may require the Company to re-
13
Crown Holdings, Inc.
tool manufacturing operations, which could require material expenditures. In addition, a decrease in the costs of, or a further increase in consumer demand for, alternative packaging could result in lower profits and reduced cash flows for the Company. For example, increases in the price of aluminum and steel and decreases in the price of plastic resin, which is a petrochemical product and may fluctuate with prices in the oil and gas market, may increase substitution of plastic food and beverage containers for metal containers or increases in the price of steel may increase substitution of aluminum packaging for aerosol products. Moreover, due to its high percentage of fixed costs, the Company may be unable to maintain its gross margin at past levels if it is not able to achieve high capacity utilization rates for its production equipment. In periods of low world-wide demand for its products or in situations where industry expansion created excess capacity, the Company experiences relatively low capacity utilization rates in its operations, which can lead to reduced margins during that period and can have an adverse effect on the Company's business.
Signode, which will become a subsidiary of the Company after the Signode acquisition is consummated, also faces substantial competition from many regional and local competitors of various sizes in the manufacture, distribution and sale of Signode's products. Signode products also compete, to some extent, with various other packaging materials, including other products made of paper, plastics, wood and various types of metal. Although Signode has long-term relationships with many of its customers, these relationships are typically not contractual. As a result, Signode customers may unilaterally reduce the purchase of Signode's products and Signode may not be able to quickly replace the revenue source, which could harm the Company's financial results after consummation of the Signode Acquisition.
The Company's business results depend on its ability to understand its customers' specific preferences and requirements, and to develop, manufacture and market products that meet customer demand.
The Company's ability to develop new product offerings for a diverse group of global customers with differing preferences, while maintaining functionality and spurring innovation, is critical to its success. This requires a thorough understanding of the Company's existing and potential customers on a global basis, particularly in potential high growth emerging markets, including the Middle East, South America, Eastern Europe and Asia. Failure to deliver quality products that meet customer needs ahead of competitors could have a significant adverse effect on the Company's business.
Loss of third-party transportation providers upon whom the Company depends or increases in fuel prices could increase the Company's costs or cause a disruption in the Company's operations.
The Company depends generally upon third-party transportation providers for delivery of products to customers. Strikes, slowdowns, transportation disruptions or other conditions in the transportation industry, including, but not limited to, shortages of truck drivers, disruptions in rail service, decreases in the availability of vessels or increases in fuel prices, could increase Crown’s costs and disrupt Crown’s operations and its ability to service customers on a timely basis.
The loss of a major customer and/or customer consolidation could reduce the Company's net sales and profitability.
Many of the Company's largest customers have acquired companies with similar or complementary product lines. This consolidation has increased the concentration of the Company's business with its largest customers. In many cases, such consolidation has been accompanied by pressure from customers for lower prices, reflecting the increase in the total volume of product purchased or the elimination of a price differential between the acquiring customer and the company acquired. Increased pricing pressures from the Company's customers may reduce the Company's net sales and net income.
The majority of the Company's sales are to companies that have leading market positions in the sale of packaged food, beverages and household products to consumers.
Although no one customer accounted for more than 10% of its net sales in the years ended 2017, 2016 or 2015, the loss of any of its major customers, a reduction in the purchasing levels of these customers or an adverse change in the terms of supply agreements with these customers could reduce the Company's net sales and net income. A continued consolidation of the Company's customers could exacerbate any such loss.
The Company's business is seasonal and weather conditions could reduce the Company's net sales.
The Company manufactures packaging primarily for the food and beverage can market. Its sales can be affected by weather conditions. Due principally to the seasonal nature of the soft drink, brewing, iced tea and other beverage industries, in which demand is stronger during the summer months, sales of the Company's products have varied and are expected to vary by quarter. Shipments in the U.S. and Europe are typically greater in the second and third quarters of the year. Unseasonably cool weather can reduce consumer demand for certain beverages packaged in its containers. In addition, poor weather conditions that reduce crop yields of packaged foods can decrease customer demand for its food containers.
14
Crown Holdings, Inc.
The Company is subject to costs and liabilities related to stringent environmental and health and safety standards.
Laws and regulations relating to environmental protection and health and safety may increase the Company’s costs of operating and reduce its profitability. The Company's operations are subject to numerous U.S. federal and state and non-U.S. laws and regulations governing the protection of the environment, including those relating to operating permit, treatment, storage and disposal of waste, the use of chemicals in the Company's products and manufacturing process, discharges into water, emissions into the atmosphere, remediation of soil and groundwater contamination and protection of employee health and safety. Future regulations may impose stricter environmental or employee safety requirements affecting the Company's operations or may impose additional requirements regarding consumer health and safety, such as potential restrictions on the use of bisphenol-A, a starting material used to produce internal and external coatings for some food, beverage, and aerosol containers and metal closures. Although the U.S. FDA currently permits the use of bisphenol-A in food packaging materials and confirmed in a January 2010 update that studies employing standardized toxicity tests have supported the safety of current low levels of human exposure to bisphenol-A, the FDA in that January 2010 update noted that more research was needed, and further suggested reasonable steps to reduce exposure to bisphenol-A. The FDA subsequently entered into a consent decree under which it agreed to issue, by March 31, 2012, a final decision on a citizen’s petition requesting the agency take further regulatory steps with regard to bisphenol-A. On March 30, 2012, the FDA denied the request, responding, in part, that the appropriate course of action was to continue scientific study and review of all new evidence regarding the safety of bisphenol-A. In March 2010, the EPA issued an action plan for bisphenol-A, which includes, among other things, consideration of whether to add bisphenol-A to the chemical concern list on the basis of potential environmental effects and use of the EPA’s Design for the Environment program to encourage reductions in bisphenol-A manufacturing and use. Moreover, certain U.S. Congressional bodies, states and municipalities, as well as certain foreign nations and some member states of the European Union, such as Denmark, Belgium and France, have considered, proposed or already passed legislation banning or suspending the use of bisphenol-A in certain products or requiring warnings regarding bisphenol-A. In July 2012, the FDA banned the use of bisphenol-A in baby bottles and children’s drinking cups, and in July 2013, the FDA banned the use of bisphenol-A in epoxy resins that coat infant formula cans. In France, the production, importation, exportation and the placement on the market of baby bottles containing bisphenol-A was suspended by a law of 2010. This suspension was extended in 2013 to packaging and utensils for food intended for children under 3 and in 2015 to packaging and utensils for all other foods. Following a decision of the French Constitutional Court, the suspension is currently limited to the importation and the placement on the market of those packaging and utensils containing bisphenol-A. The law also includes certain product labeling requirements. More generally, France is very attentive to the issue of endocrine disruptors and food safety (e.g. Food Conference in 2017 (
Etats généraux de l’alimentation
)). In the first quarter of 2014, the European Food Safety Authority recommended that the tolerable daily intake of bisphenol-A be lowered. Further, the U.S. or additional international, federal, state or other regulatory authorities could restrict or prohibit the use of bisphenol-A in the future. For example, in 2015, the State of California declared bisphenol-A a reproductive system hazard and listed BPA as a hazardous chemical under California’s Safe Water and Toxic Environment Act, which may trigger a requirement to include warning labels on consumer items containing bisphenol-A. In addition, recent public reports, litigation and other allegations regarding the potential health hazards of bisphenol-A could contribute to a perceived safety risk about the Company's products and adversely impact sales or otherwise disrupt the Company's business. While the Company is exploring various alternatives to the use of bisphenol-A and conversion to alternatives is underway in some applications, there can be no assurance the Company will be completely successful in its efforts or that the alternatives will not be more costly to the Company.
Also, for example, future restrictions in some jurisdictions on air emissions of volatile organic compounds and the use of certain paint and lacquering ingredients may require the Company to employ additional control equipment or process modifications. The Company’s operations and properties, both in the United States and abroad, must comply with these laws and regulations. In addition, a number of governmental authorities in the United States and abroad have introduced or are contemplating enacting legal requirements, including emissions limitations, cap and trade systems or mandated changes in energy consumption, in response to the potential impacts of climate change. Given the wide range of potential future climate change regulations in the jurisdictions in which the Company operates, the potential impact to the Company's operations is uncertain. In addition, the potential impact of climate change on the Company's operations is highly uncertain. The impact of climate change may vary by geographic location and other circumstances, including weather patterns and any impact to natural resources such as water.
A number of governmental authorities both in the U.S. and abroad also have enacted, or are considering, legal requirements relating to product stewardship, including mandating recycling, the use of recycled materials and/or limitations on certain kinds of packaging materials such as plastics. In addition, some companies with packaging needs have responded to such developments, and/or to perceived environmental concerns of consumers, by using containers made in whole or in part of recycled materials. Such developments may reduce the demand for some of the Company's products, and/or increase its costs.
15
Crown Holdings, Inc.
The Company is subject to certain restrictions that may limit its ability to make payments on its debt out of the cash reserves shown on the Company's consolidated financial statements.
The ability of the Company's subsidiaries and joint ventures to pay dividends, make distributions, provide loans or make other payments to the Company may be restricted by applicable state and foreign laws, potentially adverse tax consequences and their agreements, including agreements governing their debt.
In addition, the equity interests of the Company's joint venture partners or other shareholders in the Company's non-wholly owned subsidiaries in any dividend or other distribution made by these entities would need to be satisfied on a proportionate basis with the Company. As a result, the Company may not be able to access their cash flow to service the Company's debt and the Company cannot assure you that the amount of cash and cash flow reflected on the Company's financial statements will be fully available to the Company.
The Company has a significant amount of goodwill that, if impaired in the future, would result in lower reported net income and a reduction of its net worth.
Impairment of the Company's goodwill would require a write down of goodwill, which would reduce the Company's net income in the period of any such write down. At December 31, 2017, the carrying value of the Company's goodwill was $3,046 million. The Company is required to evaluate goodwill reflected on its balance sheet at least annually, or when circumstances indicate a potential impairment. If it determines that the goodwill is impaired, the Company would be required to write off a portion or all of the goodwill.
If the Company fails to retain key management and personnel, the Company may be unable to implement its business plan.
Members of the Company's senior management have extensive industry experience, and it might be difficult to find new personnel with comparable experience. Because the Company's business is highly specialized, the Company believes that it would also be difficult to replace its key technical personnel. The Company believes that its future success depends, in large part, on its experienced senior management team. Losing the services of key members of its management team could limit the Company's ability to implement its business plan. In addition, under the Company's unfunded Senior Executive Retirement Plan certain members of senior management are entitled to lump sum payments upon retirement or other termination of employment and a lump sum death benefit of five times the annual retirement benefit.
A significant portion of the Company's workforce is unionized and labor disruptions could increase the Company's costs and prevent the Company from supplying its customers.
A significant portion of the Company's workforce is unionized and a prolonged work stoppage or strike at any facility with unionized employees could increase its costs and prevent the Company from supplying its customers. In addition, upon the expiration of existing collective bargaining agreements, the Company may not reach new agreements without union action in certain jurisdictions and any such new agreements may not be on terms satisfactory to the Company. If the Company is unable to negotiate acceptable collective bargaining agreements, it may become subject to union-initiated work stoppages, including strikes. Moreover, additional groups of currently non-unionized employees may seek union representation in the future. The National Labor Relations Board (“NLRB”) has adopted new regulations concerning the procedures for conducting employee representation elections that could make it significantly easier for labor organizations to prevail in elections. The regulations became effective on April 14, 2015, although court challenges to those regulations remain pending.
Failure by the Company's joint venture partners to observe their obligations could adversely affect the business and operations of the joint ventures and, in turn, the business and operations of the Company.
A portion of the Company's operations, including certain beverage can operations in Asia, the Middle East and South America, is conducted through joint ventures. The Company participates in these ventures with third parties. In the event that the Company's joint venture partners do not observe their obligations or are unable to commit additional capital to the joint ventures, it is possible that the affected joint venture would not be able to operate in accordance with its business plans or that the Company would have to increase its level of commitment to the joint venture.
16
Crown Holdings, Inc.
If the Company fails to maintain an effective system of internal control, the Company may not be able to accurately report financial results or prevent fraud.
Effective internal controls are necessary to provide reliable financial reports and to assist in the effective prevention of fraud. Any inability to provide reliable financial reports or prevent fraud could harm the Company's business. The Company must annually evaluate its internal procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires management and auditors to assess the effectiveness of internal controls. If the Company fails to remedy or maintain the adequacy of its internal controls, as such standards are modified, supplemented or amended from time to time, the Company could be subject to regulatory scrutiny, civil or criminal penalties or shareholder litigation.
In addition, failure to maintain adequate internal controls could result in financial statements that do not accurately reflect the Company's financial condition. There can be no assurance that the Company will be able to complete the work necessary to fully comply with the requirements of the Sarbanes-Oxley Act or that the Company's management and external auditors will continue to conclude that the Company's internal controls are effective.
The Company is subject to litigation risks which could negatively impact its operations and net income.
The Company is subject to various lawsuits and claims with respect to matters such as governmental, environmental and employee benefits laws and regulations, securities, labor, and actions arising out of the normal course of business, in addition to asbestos-related litigation described under the risk factor titled “Pending and future asbestos litigation and payments to settle asbestos-related claims could reduce the Company's cash flow and negatively impact its financial condition.” The Company is currently unable to determine the total expense or possible loss, if any, that may ultimately be incurred in the resolution of such legal proceedings. Regardless of the ultimate outcome of such legal proceedings, they could result in significant diversion of time by the Company's management. The results of the Company's pending legal proceedings, including any potential settlements, are uncertain and the outcome of these disputes may decrease its cash available for operations and investment, restrict its operations or otherwise negatively impact its business, operating results, financial condition and cash flow.
Additionally, Signode will become a subsidiary of the Company after the Signode acquisition is consummated. Some of Signode's products are relied upon by customers or end users in their facilities or operations, or are manufactured for relatively broad industrial , transportation or consumer use. The Company faces an inherent risk of exposure to claims and damage to its reputation or brands in the event that the failure, use or misuse of Signode's products results, or is alleged to result, in death, bodily injury, property damage or economic loss. For instance, Signode products may fail while being used to transport heavy, industrial equipment. A successful product liability claim or series of claims against Signode, or a significant warranty claim or series of claims against Signode, could have a material adverse effect on the Company after consummation of the Signode Acquisition.
In March 2015, the Bundeskartellamt, or German Federal Cartel Office (“FCO”), conducted unannounced inspections of the premises of several metal packaging manufacturers, including one of the Company’s German subsidiaries. The local court order authorizing the inspection cited FCO suspicions of anti-competitive agreements in the market for the supply of metal packaging products. The FCO’s investigation is ongoing. To date, the FCO has not officially charged the Company or any of its subsidiaries with any violations of competition law. The Company has conducted an internal investigation into the matter and has discovered instances of inappropriate conduct by certain employees of German subsidiaries of the Company. The Company is cooperating with the FCO and submitted a leniency application which disclosed the findings of its internal investigation to date and which may lead to the reduction of penalties that the FCO may impose. If the FCO finds that the Company or any of its subsidiaries violated competition law, the FCO has wide discretion to levy fines. At this stage of the investigation the Company believes that a loss is probable. The Company is unable to predict the ultimate outcome of the FCO’s investigation and any additional losses
that could be incurred, which could be material to the Company’s operating results and cash flows for the periods in which they are resolved or become reasonably estimable.
The downturn in certain global economies could have adverse effects on the Company.
The downturn in certain global economies could have significant adverse effects on the Company's operations, including as a result of any the following:
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•
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downturns in the business or financial condition of any of the Company's key customers or suppliers, potentially resulting in customers' inability to pay the Company's invoices as they become due, or at all, or suppliers' failure to fulfill their commitments;
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•
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potential losses associated with hedging activity by the Company for the benefit of the Company's customers including counterparty risk associated with such hedging activity, or costs associated with changing suppliers;
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17
Crown Holdings, Inc.
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•
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a decline in the fair value of the Company's pension assets or a decline in discount rates used to measure the Company's pension obligations, potentially requiring the Company to make significant additional contributions to its pension plans to meet prescribed funding levels;
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•
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the deterioration of any of the lending parties under the Company's senior secured revolving credit facilities or the creditworthiness of the counterparties to the Company's derivative transactions, which could result in such parties' failure to satisfy their obligations under their arrangements with the Company;
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•
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noncompliance with the covenants under the Company's indebtedness as a result of a weakening of the Company's financial position or results of operations; and
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•
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the lack of currently available funding sources, which could have a negative impact upon the liquidity of the Company as well as that of its customers and suppliers.
|
The vote by the United Kingdom to leave the European Union could adversely affect Crown.
On June 23, 2016, the United Kingdom (the “U.K.”) voted to leave the European Union (“E.U.”) (commonly referred to as “Brexit”). On March 29, 2017, the U.K. Prime Minister triggered Article 50 of the Treaty on European Union (“Article 50”) by formally notifying the European Council of the United Kingdom’s intention to leave the European Union. Article 50 provides that the European Union shall negotiate and conclude a withdrawal agreement with the withdrawing member state within two years of that member state triggering Article 50, unless such period is extended by the remaining E.U. member states, acting unanimously, in agreement with the withdrawing member state. The United Kingdom’s decision to leave the E.U. has caused, and is anticipated to continue to cause, significant disruptions to and uncertainty on the European and worldwide financial markets, including volatility in the value of the euro and pounds sterling. Until the terms of the U.K.‘s withdrawal from the E.U. are clearer, it is not possible to determine what effect Brexit may have on the Company's business. Accordingly, Brexit could adversely affect the Company's business, results of operations, financial condition and cash flows, and could negatively impact the value of the notes.
The Company relies on its information technology and the failure or disruption of its information technology could disrupt its operations and adversely affect its results of operations.
The Company's business increasingly relies on the successful and uninterrupted functioning of its information technology systems to process, transmit, and store electronic information. A significant portion of the communication between the Company's personnel around the world, customers, and suppliers depends on information technology. As with all large systems, the Company's information technology systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components thereof, power outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication failures, user errors or catastrophic events. In addition, security breaches could result in unauthorized disclosure of confidential information.
The concentration of processes in shared services centers means that any disruption could impact a large portion of the Company's business within the operating zones served by the affected service center. If the Company does not allocate, and effectively manage, the resources necessary to build, sustain and protect the proper technology infrastructure, the Company could be subject to transaction errors, processing inefficiencies, loss of customers, business disruptions, the loss of or damage to intellectual property through security breach, as well as potential civil liability and fines under various states' laws in which the Company does business. The Company's information technology system could also be penetrated by outside parties intent on extracting information, corrupting information or disrupting business processes. In addition, if the Company's information technology systems suffer severe damage, disruption or shutdown and the Company's business continuity plans do not effectively resolve the issues in a timely manner, the Company may lose revenue and profits as a result of its inability to timely manufacture, distribute, invoice and collect payments from its customers, and could experience delays in reporting its financial results, including with respect to the Company's operations in emerging markets. Furthermore, if the Company is unable to prevent security breaches, it may suffer financial and reputational damage because of lost or misappropriated confidential information belonging to the Company or to its
customers or suppliers. Failure or disruption of these systems, or the back-up systems, for any reason could disrupt the Company's operations and negatively impact the Company's cash flows or financial condition.
The Company continues to evaluate the effect of recently enacted changes to the U.S. tax laws.
On December 22, 2017, the Tax Cuts and Jobs Act (H.R. 1) (the “Tax Act”) was signed into law by President Trump. The Tax Act contains significant changes to U.S. corporate taxation, including reduction of the U.S. corporate tax rate from 35% to 21%, limitation of the tax deduction for interest expense, net of interest income, to 30% of a U.S. corporation’s adjusted taxable income, one time taxation of unremitted earnings of non-U.S. subsidiaries at either a 15.5% rate for earnings represented by cash or cash equivalents or an 8% rate for earnings invested in non-cash assets even if not repatriated, and elimination of U.S. tax on earnings of non-U.S. subsidiaries (other than with respect to certain income of non-U.S. subsidiaries).
18
Crown Holdings, Inc.
As a result of the Tax Act, the Company recorded a provisional tax charge of $177 for the year-ended December 31, 2017. The amount of the charge is subject to further analysis and is expected to be determined during 2018. In addition, the Tax Act is expected to impact the Company's future financial results, including as a result of the reduction in the U.S. corporate tax rate and the limitation on tax deductions for interest expense.
The Company may not be able to use all of its foreign tax credit carryforwards in the event it undergoes an ownership change as defined by the U.S. Internal Revenue Code of 1986.
The Company has substantial foreign tax carryforwards that can, subject to complex limitations, reduce U.S. taxes owed on foreign income. In the event the Company undergoes an ownership change as determined, its use of those foreign tax credit carryovers may be severely curtailed under section 383 of the U.S. Internal Revenue Code of 1986. An ownership change may occur if the percentage of the Company's stock owned by one or more 5% shareholders increases by more than 50 percentage points over the lowest percentage of the Company's stock owned by those shareholders, measured over a three year period.
Changes in accounting standards, taxation requirements and other law could negatively affect the Company's financial results.
New accounting standards or pronouncements that may become applicable to the Company from time to time, or changes in the interpretation of existing standards and pronouncements, could have a significant effect on the Company's reported results for the affected periods. The Company is also subject to income tax in the numerous jurisdictions in which the Company operates. Increases in income tax rates or other changes to tax laws could reduce the Company's after-tax income from affected jurisdictions or otherwise affect the Company's tax liability. In addition, the Company's products are subject to import and excise duties and/or sales or value-added taxes in many jurisdictions in which it operates. Increases in indirect taxes could affect the Company's products' affordability and therefore reduce demand for its products.
The Company may experience significant negative effects to its business as a result of new federal, state or local taxes, increases to current taxes or other governmental regulations specifically targeted to decrease the consumption of certain types of beverages.
Public health officials and government officials have become increasingly concerned about the public health consequences associated with over-consumption of certain types of beverages, such as sugar beverages and including those sold by certain of the Company's significant customers. Possible new federal, state or local taxes, increases to current taxes or other governmental regulations specifically targeted to decrease the consumption of these beverages may significantly reduce demand for the beverages of the Company's customers, which could in turn affect demand of the Company's customers for the Company's products. For example, Mexico recently implemented a tax on certain sugar sweetened beverages and members of the U.S. Congress have raised the possibility of a federal tax on the sale of certain beverages, including non-diet soft drinks, fruit drinks, teas and flavored waters. Some state and local governments are also considering similar taxes, and San Francisco, California and Philadelphia, Pennsylvania have enacted such a tax. If enacted, such taxes could materially adversely affect the Company's business and financial results. Additionally, France has introduced taxes on drinks with added sugar and artificial sweeteners that companies produce or import and the United Kingdom is planning on introducing a similar tax in 2018. France has also imposed taxes on energy drinks using certain amounts of taurine and caffeine. The imposition of such taxes in the future may decrease the demand for certain soft drinks and beverages that the Company’s customers produce, which may cause the Company’s customers to respond by decreasing their purchases from the Company. Consumer tax legislation and future attempts to tax sugar or energy drinks by other jurisdictions could reduce the demand for the Company’s products and adversely affect the Company’s profitability.
The Company's senior secured credit facilities provide that certain change of control events constitute an event of default. In the event of a change of control, the Company may not be able to satisfy all of its obligations under the senior secured credit facilities or other indebtedness.
The Company may not have sufficient assets or be able to obtain sufficient third-party financing on favorable terms to satisfy all of its obligations under the Company's senior secured credit facilities or other indebtedness in the event of a change of control. The Company's senior secured credit facilities provide that certain change of control events constitute an event of default under the senior secured credit facilities. Such an event of default entitles the lenders thereunder to, among other things, cause all outstanding debt obligations under the senior secured credit facilities to become due and payable and to proceed against the collateral securing the senior secured credit facilities. Any event of default or acceleration of the senior secured credit facilities will likely also cause a default under the terms of other indebtedness of the Company. In addition, the indentures governing certain of the Company's outstanding notes require that the Company offer to repurchase the notes at an offer price of 101% of principal upon certain change of control repurchase events.
19
Crown Holdings, Inc.
The loss of the Company's intellectual property rights may negatively impact its ability to compete.
If the Company is unable to maintain the proprietary nature of its technologies, its competitors may use its technologies to compete with it. The Company has a number of patents covering various aspects of its products, including its SuperEnd
®
beverage can end, whose primary patent expired in 2016, Easylift™ full aperture steel food can ends, PeelSeam™ and PeelFit™ flexible lidding and Ideal™ product line. The Company's patents may not withstand challenge in litigation, and patents do not ensure that competitors will not develop competing products or infringe upon the Company's patents. Moreover, the costs of litigation to defend the Company's patents could be substantial and may outweigh the benefits of enforcing its rights under its patents. The Company markets its products internationally and the patent laws of foreign countries may offer less protection than the patent laws of the United States. Not all of the Company's domestic patents have been registered in other countries. The Company also relies on trade secrets, know-how and other unpatented proprietary technology, and others may independently develop the same or similar technology or otherwise obtain access to the Company's unpatented technology. In addition, the Company has from time to time received letters from third parties suggesting that it may be infringing on their intellectual property rights, and third parties may bring infringement suits against the Company, which could result in the Company needing to seek licenses from these third parties or refraining altogether from use of the claimed technology.
Demand for the Company's products could be affected by changes in laws and regulations applicable to food and beverages and changes in consumer preferences.
The Company manufactures and sells packaging primarily for the food and beverage can market. As a result, many of the Company's products come into direct contact with food and beverages. Accordingly, the Company's products must comply with various laws and regulations for food and beverages applicable to its customers. Changes in such laws and regulations could negatively impact customers' demand for the Company's products as they comply with such changes and/or require the Company to make changes to its products. Such changes to the Company's products could include modifications to the coatings and compounds that the Company uses, possibly resulting in the incurrence of additional costs. Additionally, because many of the Company's products are used to package consumer goods, the Company is subject to a variety of risks that could influence consumer behavior and negatively impact demand for the Company's products, including changes in consumer preferences driven by various health-related concerns and perceptions.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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There are no unresolved written comments that were received from the SEC staff 180 days or more before the end of the Company’s fiscal year relating to its periodic or current reports under the Securities Exchange Act of 1934.
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ITEM 2.
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PROPERTIES
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As of December 31, 2017, the Company operated 143 manufacturing facilities of which 24 were leased. The Company has three divisions, defined geographically, within which it manufactures and markets its products. The Americas Division had 50 operating facilities of which 8 were leased. Within the Americas Division, 31 facilities operated in the U.S. of which 6 were leased. The European Division had 61 operating facilities of which 12 were leased and the Asia Pacific Division had
29
operating facilities of which 3 were leased. The Company also had three canmaking equipment and spare part operations in the U.S. and the U.K., one of which was a leased facility. Certain leases provide renewal or purchase options. The principal manufacturing facilities at December 31, 2017 are listed below and are grouped by product and by division.
The Company’s Americas and Corporate headquarters are in Philadelphia, Pennsylvania, its European headquarters is in Baar, Switzerland and its Asia Pacific headquarters is in Singapore. The Company maintains research facilities in Alsip, Illinois and Wantage, England.
The Company’s manufacturing and support facilities are designed according to the requirements of the products to be manufactured. Therefore, the type of construction may vary from plant to plant. Warehouse space is generally provided at each of the manufacturing locations, although the Company also leases outside warehouses.
Ongoing productivity improvements and cost reduction efforts in recent years have focused on upgrading and modernizing facilities to reduce costs, improve efficiency and productivity and phase out uncompetitive facilities. The Company has also opened new facilities to meet increases in market demand for its products. These actions reflect the Company’s continued commitment to realign manufacturing facilities to maintain its competitive position in its markets. The Company continually reviews its operations and evaluates strategic opportunities. The list below includes a U.S. beverage can facility and a promotional packaging facility in
20
Crown Holdings, Inc.
Europe which will be closed in 2018. Further discussion of the Company’s recent restructuring actions is contained within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Provision for Restructuring,” and under
Note N
to the consolidated financial statements.
Utilization of any particular facility varies based upon product demand. While not possible to measure with any degree of certainty or uniformity the productive capacity of these facilities, management believes that, if necessary, production can be increased at several existing facilities through the addition of personnel, capital equipment and, in some facilities, square footage available for production. In addition, the Company may from time to time acquire additional facilities or dispose of existing facilities.
Excluded from the list below are operating facilities in unconsolidated subsidiaries as well as service or support facilities. The service or support facilities include machine shop operations, plant operations dedicated to printing for cans and closures, coil shearing, coil coating and RD&E operations. Some operating facilities produce more than one product but have been presented below under the product with the largest contribution to sales.
21
Crown Holdings, Inc.
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Americas
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Europe
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Asia Pacific
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Beverage
and
Closures
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Kankakee, IL
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Estancia, Brazil
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Custines, France
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Sevilla, Spain
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Phnom Penh, Cambodia (2)
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Lawrence, MA
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Manaus, Brazil
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Korinthos, Greece
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El Agba, Tunisia
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Sihanoukville, Cambodia
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Mankato, MN
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Ponta Grossa, Brazil
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Patras, Greece
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Izmit, Turkey
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Huizhou, China
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Batesville, MS
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Calgary, Canada
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Amman, Jordan
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Osmaniye, Turkey
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Hangzhou, China
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Nichols, NY
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Weston, Canada
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Dammam, Saudi Arabia
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Dubai, UAE
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Heshan, China
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Dayton, OH
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Santafe de Bogota,
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Jeddah, Saudi Arabia
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Botcherby, UK
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Putian, China
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Cheraw, SC
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Colombia
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Kosice, Slovakia
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Braunstone, UK
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Ziyang, China
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Conroe, TX
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Chihuahua, Mexico
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Agoncillo, Spain
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Karawang, Indonesia
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Fort Bend, TX
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Ensenada, Mexico
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Bangi, Malaysia
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Winchester, VA
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Guadalajara,
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Singapore
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Olympia, WA
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Mexico
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Nong Khae, Thailand
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La Crosse, WI
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Monterrey, Mexico (2)
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Danang, Vietnam
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Worland, WY
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Orizaba, Mexico
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Dong Nai, Vietnam
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Cabreuva, Brazil
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Toluca, Mexico
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Hanoi, Vietnam
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Teresina, Brazil
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Ho Chi Minh City, Vietnam
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Winter Garden, FL
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Hanover, PA
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Carpentras, France
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Abidjan, Ivory Coast
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Bangpoo, Thailand
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Food
and
Closures
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Owatonna, MN
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Suffolk, VA
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Chatillon-sur-Seine, France
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Toamasina, Madagascar
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Hat Yai, Thailand
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Omaha, NE
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Seattle, WA
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Concarneau, France
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Agadir, Morocco
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Nakhon Pathom, Thailand
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Lancaster, OH
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Oshkosh, WI
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Laon, France
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Casablanca, Morocco
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Samrong, Thailand
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Massillon, OH
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Kingston, Jamaica
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Nantes, France
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Goleniow, Poland
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Songkhla, Thailand
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Mill Park, OH
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La Villa, Mexico
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Outreau, France
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Pruszcz, Poland
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Connellsville, PA
|
Barbados, West Indies
|
Perigueux, France
|
Alcochete, Portugal
|
|||
|
Lubeck, Germany
|
Novotitarovskaya,
|
|||||
|
Mühldorf, Germany
|
Russia
|
|||||
|
Seesen, Germany (2)
|
Timashevsk, Russia
|
|||||
|
Thessaloniki, Greece
|
Aldeanuevra De Ebro, Spain
|
|||||
|
Tema, Ghana
|
Las Torres De Cotillas,
|
|||||
|
Kornye, Hungary
|
Spain
|
|||||
|
Nagykoros, Hungary
|
Llanera, Spain
|
|||||
|
Athy, Ireland
|
Merida, Spain
|
|||||
|
Aprilia, Italy
|
Osuna, Spain
|
|||||
|
Battipaglia, Italy
|
Pontavedra, Spain
|
|||||
|
Calerno S. Ilario d’Enza,
|
Sevilla, Spain
|
|||||
|
Italy
|
Karacabey, Turkey
|
|||||
|
Nocera Superiore, Italy
|
Wisbech, UK
|
|||||
|
Parma, Italy
|
||||||
|
Aerosol
|
Alsip, IL
|
Faribault, MN
|
Spilamberto, Italy (2)
|
Sutton, UK
|
||
|
Decatur, IL
|
Spartanburg, SC
|
|||||
|
|
|
|||||
|
Specialty
|
Belcamp, MD
|
Vourles, France
|
Carlisle, UK
|
Huizhou, China
|
||
|
Packaging
|
Hoorn, Netherlands
|
Mansfield, UK
|
Kunshan, China
|
|||
|
Qingdao Chengyan, China
|
||||||
|
Shanghai, China
|
||||||
|
Tianjin, China
|
||||||
|
Tongxiang, China
|
||||||
|
Singapore
|
||||||
|
|
|
|
Binh Duong, Vietnam
|
|||
|
Canmaking
|
Norwalk, CT
|
Chippewa Falls, WI
|
Shipley, UK (2)
|
|||
|
Equipment
|
Trevose, PA
|
Acayucan, Mexico
|
|
|
|
|
|
and Other
|
||||||
22
Crown Holdings, Inc.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
Crown Cork & Seal Company, Inc., a wholly-owned subsidiary of the Company (“Crown Cork”), is one of many defendants in a substantial number of lawsuits filed throughout the U.S. 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. At December 31, 2017, the accrual for pending and future asbestos claims and related legal costs that are probable and estimable was $
315 million
.
The Company has been identified by the Environmental Protection Agency as a potentially responsible party (along with others, in most cases) at a number of sites.
Further information on these matters and other legal proceedings is presented within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the captions “Provision for Asbestos” and “Environmental Matters” and under
Note L
and
Note M
to the consolidated financial statements.
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the principal executive officers of the Company, including their ages and positions, is set forth in “Directors, Executive Officers and Corporate Governance” of this Annual Report.
PART II
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
The Registrant’s common stock is listed on the New York Stock Exchange. On February 22, 2018 there were 3,524 registered shareholders of the Registrant’s common stock, including 1,212 participants in the Company’s Employee Stock Purchase Plan. The market price of the Registrant’s common stock at December 31, 2017 is set forth in Part II of this Annual Report under Quarterly Data (unaudited). The foregoing information regarding the number of registered shareholders of common stock does not include persons holding stock through clearinghouse systems. Details regarding the Company’s policy as to payment of cash dividends and repurchase of shares are set forth under
Note O
to the consolidated financial statements included in this Annual Report. Information with respect to shares of common stock that may be issued under the Company’s equity compensation plans is set forth in “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” of this Annual Report.
Quarterly Stock Prices
Quarterly prices for the Company's common stock, as reported on the New York Stock Exchange composite tape, in 2017 and 2016 were:
|
(in millions)
|
2017
|
2016
|
||||||||||||||||||||||||||||||
|
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
||||||||||||||||||||||||
|
High
|
$
|
54.73
|
|
$
|
59.66
|
|
$
|
61.17
|
|
$
|
60.91
|
|
$
|
50.48
|
|
$
|
55.44
|
|
$
|
57.46
|
|
$
|
57.49
|
|
||||||||
|
Low
|
52.48
|
|
52.52
|
|
56.96
|
|
55.84
|
|
43.30
|
|
48.28
|
|
49.14
|
|
51.57
|
|
||||||||||||||||
Issuer Purchases of Equity Securities
There were no purchases of Company's equity securities or shares surrendered to cover taxes on the vesting of restricted stock during the three months ended December 31, 2017.
23
Crown Holdings, Inc.
In December 2016, the Company's Board of Directors authorized the repurchase of an aggregate amount of $1 billion of the Company's common stock through the end of 2019. Share repurchases under the Company's programs may be made in the open market or through privately negotiated transactions, and at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. As of December 31, 2017, $669 million of the Company’s outstanding common stock may be repurchased under the program.
COMPARATIVE STOCK PERFORMANCE
(a)
Comparison of Five-Year Cumulative Total Return (b)
Crown Holdings, S&P 500 Index, Dow Jones U.S. Containers & Packaging Index (c)
|
December 31,
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
||||||||||||||||||
|
Crown Holdings
|
$
|
100
|
|
$
|
121
|
|
$
|
138
|
|
$
|
138
|
|
$
|
143
|
|
$
|
153
|
|
||||||
|
S&P 500 Index
|
100
|
|
132
|
|
151
|
|
153
|
|
171
|
|
208
|
|
||||||||||||
|
Dow Jones U.S. Containers & Packaging Index
|
100
|
|
141
|
|
161
|
|
154
|
|
184
|
|
219
|
|
||||||||||||
|
(a)
|
The preceding Comparative Stock Performance Graph is not deemed filed with the SEC and shall not be incorporated by reference in any of the Company's filings under the Security Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
|
|
(b)
|
Assumes that the value of the investment in Crown Holdings common stock and each index was $100 on December 31, 2012 and that all dividends were reinvested.
|
(c) Industry index is weighted by market capitalization and, as of December 31, 2017, was composed of Crown Holdings, AptarGroup, Avery Dennison, Ball, Bemis, Berry Plastics, Graphic Packaging, International Paper, Owens-Illinois, Packaging Corp. of America, Sealed Air, Silgan, Sonoco and WestRock.
24
Crown Holdings, Inc.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
(in millions, except per share, ratios and other statistics)
|
2017
|
2016
|
2015 (a)
|
2014 (b)
|
2013
|
|||||||||||||||
|
Summary of Operations
|
||||||||||||||||||||
|
Net sales
|
$
|
8,698
|
|
$
|
8,284
|
|
$
|
8,762
|
|
$
|
9,097
|
|
$
|
8,656
|
|
|||||
|
Cost of products sold, excluding depreciation and amortization
|
6,952
|
|
6,583
|
|
7,116
|
|
7,525
|
|
7,180
|
|
||||||||||
|
Depreciation and amortization
|
247
|
|
247
|
|
237
|
|
190
|
|
134
|
|
||||||||||
|
Selling and administrative expense
|
371
|
|
368
|
|
390
|
|
398
|
|
425
|
|
||||||||||
|
Provision for asbestos
|
3
|
|
21
|
|
26
|
|
40
|
|
52
|
|
||||||||||
|
Restructuring and other
|
48
|
|
44
|
|
66
|
|
129
|
|
34
|
|
||||||||||
|
Loss from early extinguishments of debt
|
7
|
|
37
|
|
9
|
|
34
|
|
41
|
|
||||||||||
|
Interest expense, net of interest income
|
237
|
|
231
|
|
259
|
|
246
|
|
231
|
|
||||||||||
|
Foreign exchange
|
4
|
|
(16
|
)
|
20
|
|
14
|
|
3
|
|
||||||||||
|
Income before income taxes and equity earnings
|
829
|
|
769
|
|
639
|
|
521
|
|
556
|
|
||||||||||
|
Provision for income taxes
|
401
|
|
186
|
|
178
|
|
43
|
|
141
|
|
||||||||||
|
Net income
|
428
|
|
583
|
|
461
|
|
478
|
|
415
|
|
||||||||||
|
Net income attributable to noncontrolling interests
|
(105
|
)
|
(87
|
)
|
(68
|
)
|
(88
|
)
|
(104
|
)
|
||||||||||
|
Net income attributable to Crown Holdings
|
$
|
323
|
|
$
|
496
|
|
$
|
393
|
|
$
|
390
|
|
$
|
311
|
|
|||||
|
Financial Position at December 31
|
||||||||||||||||||||
|
Working capital
|
$
|
(176
|
)
|
$
|
(55
|
)
|
$
|
141
|
|
$
|
695
|
|
$
|
256
|
|
|||||
|
Total assets
|
10,663
|
|
9,599
|
|
10,050
|
|
9,673
|
|
8,025
|
|
||||||||||
|
Total cash and cash equivalents
|
424
|
|
559
|
|
717
|
|
965
|
|
689
|
|
||||||||||
|
Total debt
|
5,343
|
|
4,911
|
|
5,518
|
|
5,194
|
|
3,805
|
|
||||||||||
|
Total equity
|
923
|
|
668
|
|
385
|
|
337
|
|
236
|
|
||||||||||
|
Common Share Data (dollars per share)
|
||||||||||||||||||||
|
Earnings:
|
||||||||||||||||||||
|
Basic
|
$
|
2.39
|
|
$
|
3.58
|
|
$
|
2.85
|
|
$
|
2.84
|
|
$
|
2.23
|
|
|||||
|
Diluted
|
2.38
|
|
3.56
|
|
2.82
|
|
2.82
|
|
2.21
|
|
||||||||||
|
Market price on December 31
|
56.25
|
|
52.57
|
|
50.70
|
|
50.90
|
|
44.57
|
|
||||||||||
|
Number of shares outstanding at year-end
|
134.3
|
|
139.8
|
|
139.4
|
|
139.0
|
|
138.2
|
|
||||||||||
|
Average shares outstanding
|
||||||||||||||||||||
|
Basic
|
135.3
|
|
138.5
|
|
137.9
|
|
137.2
|
|
139.5
|
|
||||||||||
|
Diluted
|
135.6
|
|
139.3
|
|
139.1
|
|
138.5
|
|
140.7
|
|
||||||||||
|
Other
|
||||||||||||||||||||
|
Capital expenditures
|
$
|
498
|
|
$
|
473
|
|
$
|
354
|
|
$
|
328
|
|
$
|
275
|
|
|||||
(a) Includes the results of the Empaque acquisition from February 18, 2015 through December 31, 2015.
(b) Includes the results of the Mivisa acquisition from April 23, 2014 through December 31, 2014.
25
Crown Holdings, Inc.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(in millions, except per share, average settlement cost per asbestos claim, employee, shareholder and statistical data)
INTRODUCTION
The following discussion summarizes the significant factors affecting the results of operations and financial condition of Crown Holdings, Inc. (the "Company") as of and during the three-year period ended December 31, 2017. This discussion should be read in conjunction with the consolidated financial statements included in this Annual Report.
BUSINESS STRATEGY AND TRENDS
The Company's strategy is to grow its businesses in targeted international growth markets, while improving operations and results in more mature markets through disciplined pricing, cost control and careful capital allocation.
In December 2017, the Company announced that it has entered into an agreement to acquire Signode Industrial Group, a leading global provider of transit packaging systems and solutions, for cash consideration of $3.91 billion. With the acquisition, the Company will add a portfolio of premier transit and protective packaging franchises to its existing metal packaging businesses, thereby broadening and diversifying its customer base and significantly increasing cash flow.
The Company's global beverage can business continues to be a major strategic focus for organic growth. For several years, global industry demand for beverage cans has been growing and this is expected to continue in the coming years. While emerging markets such as Southeast Asia and Mexico have experienced higher growth rates due to rising per capita incomes and accompanying increases in beverage consumption, the more mature economies in Europe and North America have also seen market expansion. This is being propelled by the growth of beverages such as energy drinks, teas, juices, sparkling waters and craft beer and an increased preference for cans over certain other forms of beverage packaging. In addition, the Company's acquisition of Empaque in 2015 significantly increased its strategic position in beverage cans and its presence in the growing Mexican market.
Global food and aerosol can sales unit volumes have been stable to declining in recent years primarily due to lower consumer spending. The Company continues to benefit from the 2014 acquisition of Mivisa which provided the Company the leading position in Spain, a major European agricultural market.
While the opportunity for organic volume growth in the Company's mature markets is not comparable to that in targeted international growth markets, the Company continues to generate strong returns on invested capital and significant cash flow from these businesses. The Company monitors capacity across all of its businesses and, where necessary, may take action such as closing a plant or reducing headcount to better manage its costs. Any or all of these actions may result in additional restructuring charges in the future which may be material.
Aluminum and steel prices can be subject to significant volatility and there has not been a consistent and predictable trend in pricing. As part of the Company's efforts to manage cost, it attempts to pass-through increases in the cost of aluminum and steel to its customers. The Company's ability to pass-through aluminum premium costs to its customers varies by market. There can be no assurance that the Company will be able to recover from its customers the impact of any such increased costs.
Through 2020, the Company's primary capital allocation focus will be to reduce leverage, as was successfully accomplished following the Mivisa and Empaque acquisitions.
RESULTS OF OPERATIONS
The key measure used by the Company in assessing performance is segment income, a non-GAAP measure generally defined by the Company as income from operations adjusted to add back provisions for asbestos and restructuring and other, the impact of fair value adjustments related to the sale of inventory acquired in an acquisition and the timing impact of hedge ineffectiveness.
The foreign currency translation impacts referred to in the discussion below were primarily due to changes in the euro and pound sterling in the Company's European segments, the Brazilian real, Canadian dollar and Mexican peso in the Company's Americas segments and the Chinese renminbi and Thai baht in the Company's Asia Pacific segment. The Company calculates the impact
of foreign currency translation by multiplying or dividing, as appropriate, current year U.S. dollar results by the current year average foreign exchange rates and then multiplying or dividing, as appropriate, those amounts by the applicable prior year average exchange rates.
26
Crown Holdings, Inc.
NET SALES AND SEGMENT INCOME
|
|
2017
|
2016
|
2015
|
||||||||
|
Net sales
|
$
|
8,698
|
|
$
|
8,284
|
|
$
|
8,762
|
|
||
|
Beverage cans and ends as a percentage of net sales
|
58
|
%
|
58
|
%
|
57
|
%
|
|||||
|
Food cans and ends as a percentage of net sales
|
27
|
%
|
27
|
%
|
28
|
%
|
|||||
Year ended December 31, 2017 compared to 2016
Net sales increased primarily due to the pass-through of higher raw material costs, higher global beverage and food can sales unit volumes and the impact of foreign currency translation. Net sales would have been $19 lower using exchange rates in effect during 2016.
Year ended December 31, 2016 compared to 2015
Net sales decreased primarily due to the impact of foreign currency translation and the pass-through of lower raw material costs. Net sales would have been $277 higher using exchange rates in effect during 2015.
Discussion and analysis of net sales and segment income by segment follows.
Americas Beverage
The Americas Beverage segment manufactures aluminum beverage cans and ends, steel crowns, glass bottles and aluminum closures and supplies a variety of customers from its operations in the U.S., Brazil, Canada, Colombia and Mexico. The U.S. and Canadian beverage can markets are mature markets which have experienced stable volumes in recent years. In Brazil, Mexico and Colombia, the Company's sales unit volumes have increased in recent years primarily due to market growth driven by increased per capita incomes and consumption, combined with an increased preference for cans over other forms of beverage packaging.
In December 2016, the Company began commercial production at a new beverage can plant in Monterrey, Mexico that is capable of producing multiple can sizes. Additionally, in the first half of 2017, the Company began commercial shipments from its new beverage can plant in Nichols, New York. In addition to enhancing the Company's presence in specialty beverage can sizes, the plant provides an attractive cost platform, including reduced freight, from which to serve customers in the northeastern region of the U.S. and eastern region of Canada. In June 2017, the company completed a capacity expansion project in Colombia. In January 2018, the Company commenced operations in a new glass bottle facility in Chihuahua, Mexico to serve the expanding beer market in the northern part of the country.
Net sales and segment income in the Americas Beverage segment were as follows:
|
|
2017
|
2016
|
2015
|
||||||||
|
Net sales
|
$
|
2,928
|
|
$
|
2,757
|
|
$
|
2,771
|
|
||
|
Segment income
|
474
|
|
456
|
|
427
|
|
|||||
Year ended December 31, 2017 compared to 2016
Net sales increased primarily due to the pass-through of higher aluminum costs of $135 and a 3% increase in sales unit volumes.
Segment income increased primarily due to higher sales unit volumes and geographic mix, partially offset by $10 of incremental start-up costs associated with the Company's new facility in Nichols, New York.
The Company announced plans to close a U.S. beverage can facility in 2018 in an effort to reduce costs by eliminating excess capacity and consolidating manufacturing processes. The Company expects this action to result in annual cost savings of approximately $10 when completed in 2018 but there can be no assurances these pre-tax savings will be realized.
Year ended December 31, 2016 compared to 2015
Net sales decreased primarily due to the impact of foreign currency translation and the pass-through of lower material costs partially offset by a 6% increase in sales unit volumes, which includes the impact of Empaque for an additional six weeks. Net sales would have been $133 higher using exchange rates in effect during 2015.
27
Crown Holdings, Inc.
Segment income increased primarily due to $41 from higher sales unit volumes, including the impact of an additional six weeks of Empaque, improved cost performance, and a benefit of $11 from lower aluminum premium costs in Brazil, partially offset by the impact of foreign currency translation and start-up costs at new facilities in Mexico and New York as described above. Segment income would have been $19 higher using exchange rates in effect during 2015.
North America Food
The North America Food segment manufactures steel and aluminum food cans and ends and metal vacuum closures and supplies a variety of customers from its operations in the U.S., Canada and Mexico. The North American food can and closures market is a mature market which has experienced stable to slightly declining volumes in recent years.
Net sales and segment income in the North America Food segment were as follows:
|
|
2017
|
2016
|
2015
|
||||||||
|
Net sales
|
$
|
679
|
|
$
|
652
|
|
$
|
680
|
|
||
|
Segment income
|
71
|
|
69
|
|
86
|
|
|||||
Year ended December 31, 2017 compared to 2016
Net sales increased primarily due to the pass-through of higher tinplate costs and 5% higher sales unit volumes. Segment income increased primarily due to product mix.
Year ended December 31, 2016 compared to 2015
Net sales decreased primarily due to lower sales unit volumes, the pass-through of lower tinplate costs and the impact of foreign currency translation. Net sales would have been $14 higher using exchange rates in effect during 2015.
Segment income decreased primarily due to lower sales unit volumes partially offset by improved cost performance.
European Beverage
The Company's European Beverage segment manufactures steel and aluminum beverage cans and ends and supplies a variety of customers from its operations throughout Europe, the Middle East and North Africa. In recent years, the European beverage can market has been growing.
In the fourth quarter of 2016, a second line at the Osmaniye, Turkey plant began commercial production in response to growing demand for multiple can sizes. In addition, the Company completed the conversion of its plant in Custines, France, from steel to aluminum with the start-up of the second line in April 2017. The Company has also announced plans to construct a new plant in the Valencia region of Spain which will facilitate the conversion from steel to aluminum beverage cans. Production is expected to commence during the fourth quarter of 2018.
Net sales and segment income in the European Beverage segment were as follows:
|
|
2017
|
2016
|
2015
|
||||||||
|
Net sales
|
$
|
1,457
|
|
$
|
1,420
|
|
$
|
1,504
|
|
||
|
Segment income
|
239
|
|
243
|
|
228
|
|
|||||
Year ended December 31, 2017 compared to 2016
Net sales increased primarily due to 2% higher sales unit volumes, with higher volumes in Europe partially offset by lower volumes in the Middle East, and the pass-through of higher aluminum costs.
Segment income decreased primarily due to lower sales in the Middle East being partially offset by higher sales unit volumes in Europe.
28
Crown Holdings, Inc.
Year ended December 31, 2016 compared to 2015
Net sales decreased primarily due to the impact of foreign currency translation and the pass-through of lower aluminum costs. Net sales would have been $52 higher using exchange rates in effect during 2015.
Segment income increased primarily due to lower aluminum premium costs partially offset by the impact of foreign currency translation. Segment income would have been $9 higher using exchange rates in effect during 2015.
European Food
The European Food segment manufactures steel and aluminum food cans and ends and metal vacuum closures, and supplies a variety of customers from its operations throughout Europe and Africa. The European food can market is a mature market which has experienced stable to slightly declining volumes in recent years.
Net sales and segment income in the European Food segment were as follows:
|
|
2017
|
2016
|
2015
|
||||||||
|
Net sales
|
$
|
1,935
|
|
$
|
1,855
|
|
$
|
1,984
|
|
||
|
Segment income
|
247
|
|
244
|
|
246
|
|
|||||
Year ended December 31, 2017 compared to 2016
Net sales increased primarily due to the pass-through of higher tinplate costs and the impact of foreign currency translation partially offset by the negative impact of product mix. Net sales would have been $26 lower using exchange rates in effect during 2016.
Segment income was comparable to 2016 as benefits from foreign currency translation, prior year restructuring actions and improved cost performance offset the negative impact of product mix. Segment income would have been $5 lower using exchange rates in effect during 2016.
Year ended December 31, 2016 compared to 2015
Net sales decreased primarily due to product and geographic mix including a 1% decline in sales unit volumes, $43 from the pass-through of lower tinplate costs and the impact of foreign currency translation. Net sales would have been $32 higher using exchange rates in effect during 2015.
Segment income decreased due to a decline in sales unit volumes partially offset by improved cost performance, including the impact of recent restructuring and other actions.
Asia Pacific
The Company's Asia Pacific segment primarily consists of beverage can operations in Cambodia, China, Indonesia, Malaysia, Singapore, Thailand and Vietnam and also includes the Company's non-beverage can operations, primarily food cans and specialty packaging in China, Singapore, Thailand and Vietnam. In recent years, the beverage can market in Asia has been growing. The Company's third beverage can plant in Cambodia began commercial production in the second quarter of 2016. The Company's new beverage can facility in Jakarta, Indonesia, and a second line at its beverage can plant in Danang, Vietnam, began commercial production in June and October 2017. In addition, a new beverage can plant in Yangon, Myanmar is scheduled for start-up in the first half of 2018. The Company also announced the closure of its Shanghai and Beijing beverage can facilities in 2016 and 2017 in an effort to reduce costs by consolidating the manufacturing processes in China.
Net sales and segment income in the Asia Pacific segment were as follows:
|
|
2017
|
2016
|
2015
|
||||||||
|
Net sales
|
$
|
1,177
|
|
$
|
1,116
|
|
$
|
1,202
|
|
||
|
Segment income
|
168
|
|
152
|
|
145
|
|
|||||
29
Crown Holdings, Inc.
Year ended December 31, 2017 compared to 2016
Net sales increased primarily due to 11% higher sales unit volume in Southeast Asia partially offset by a sales unit volume decrease related to the closure of the Shanghai and Beijing beverage can facilities.
Segment income increased primarily due to increased sales unit volumes and cost reductions related to the closure of the Shanghai and Beijing beverage can facilities, partially offset by higher raw material costs.
Year ended December 31, 2016 compared to 2015
Net sales decreased primarily due to $79 from lower selling prices, including the pass-through of lower raw material costs, and from the impact of foreign currency translation, partially offset by a 2% increase in sales unit volumes. Net sales would have been $26 higher using exchange rates in effect during 2015.
Segment income increased primarily due to higher sales unit volumes in Southeast Asia.
Non-reportable Segments
The Company's non-reportable segments include its European aerosol can and promotional packaging business, its North American aerosol can business and its tooling and equipment operations in the U.S. and U.K. In recent years, the Company's aerosol can and promotional packaging businesses have experienced slightly declining volumes. In 2015, the Company completed the sale of four of its European industrial specialty packaging plants.
Net sales and segment income in non-reportable segments were as follows:
|
|
2017
|
2016
|
2015
|
||||||||
|
Net sales
|
$
|
522
|
|
$
|
484
|
|
$
|
621
|
|
||
|
Segment income
|
68
|
|
70
|
|
83
|
|
|||||
Year ended December 31, 2017 compared to 2016
Net sales increased primarily due to the pass-through of higher tinplate costs in the Company's global aerosol businesses. Segment income was comparable.
The Company announced the closure of a promotional packaging facility in Europe in an effort to reduce cost. The Company expects this action to result in annual cost savings of approximately $5 when completed in 2018 but there can be no assurance that these pre-tax savings will be realized.
Year ended December 31, 2016 compared to 2015
Net sales decreased primarily due to $46 from lower equipment sales, $45 from the divestiture of certain operations within the Company's European aerosol and promotional packaging businesses in 2015, $20 from lower selling prices in the Company's aerosol and promotional packaging businesses, including the pass-through of lower tinplate prices, and the impact of foreign currency translation. Net sales would have been $20 higher using exchange rates in effect during 2015.
Segment income decreased primarily due to $7 from lower sales in the Company's North America aerosol can business and the impact of foreign currency translation. Segment income would have been $6 higher using exchange rates in effect during 2015.
Corporate and unallocated
|
|
2017
|
2016
|
2015
|
||||||||
|
Corporate and unallocated
|
$
|
(139
|
)
|
$
|
(148
|
)
|
$
|
(196
|
)
|
||
Corporate and unallocated items decreased in 2017 compared to 2016 primarily due to $12 of lower pension costs and lower technology and other general corporate costs. The decrease was partially offset by a benefit of $8 due to the timing impact of hedge ineffectiveness in 2016 that did not recur in 2017.
30
Crown Holdings, Inc.
Corporate and unallocated items in 2016 included an $8 benefit related to the timing impact of hedge ineffectiveness as compared to a charge of $1 in 2015. Additionally, corporate and unallocated expenses decreased due to $20 of lower pension costs, $7 of lower stock-based compensation expense and a 2015 charge of $6 related to fair value adjustments for the sale of inventory acquired in the acquisition of Empaque.
COST OF PRODUCTS SOLD (EXCLUDING DEPRECIATION AND AMORTIZATION)
Cost of products sold (excluding depreciation and amortization) increased from $6,583 in 2016 to $6,952 in 2017 primarily due to the impact of higher raw material costs.
Cost of products sold (excluding depreciation and amortization) decreased from $7,116 in 2015 to $6,583 in 2016 primarily due to the impact of foreign currency translation and lower raw material costs partially offset by the impact of the Empaque acquisition. Cost of products sold would have been $214 higher using exchange rates in effect during 2015.
Cost of products sold (excluding depreciation and amortization) as a percentage of net sales was 80% in 2017, 79% in 2016 and 81% in 2015.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization was $247 in both 2017 and 2016.
Depreciation and amortization increased from $237 in 2015 to $247 in 2016 primarily due to the impact of recent capacity expansion and depreciation and amortization of fixed assets and intangible assets recorded in connection with the Company's acquisition of Empaque in 2015, partially offset by favorable currency translation.
SELLING AND ADMINISTRATIVE EXPENSE
Selling and administrative expense increased from $368 in 2016 to $371 in 2017 primarily due to higher general corporate costs.
Selling and administrative expense decreased from $390 in 2015 to $368 in 2016 primarily due to $12 from the impact of foreign currency translation and $7 from lower stock-compensation expense.
PROVISION FOR ASBESTOS
Crown Cork & Seal Company, Inc. is one of many defendants in a substantial number of lawsuits filed throughout the U.S. by persons alleging bodily injury as a result of exposure to asbestos. During 2017, 2016 and 2015 the Company recorded charges of $3, $21 and $26 to increase its accrual for asbestos-related costs and made asbestos-related payments of $30 in each year. The Company currently expects 2018 payments to be approximately $30. See
Note L
to the consolidated financial statements for additional information regarding the provision for asbestos-related costs. Also see the Critical Accounting Policies section of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the Company’s policies with respect to asbestos liabilities.
INTEREST EXPENSE
For the year ended December 31, 2017 compared to 2016, interest expense increased from $243 to $252 primarily due to increased average borrowing rates.
For the year ended December 31, 2016 compared to 2015, interest expense decreased from $270 to $243 primarily due to lower average debt outstanding.
TAXES ON INCOME
The Company's effective income tax rates were as follows:
|
|
2017
|
2016
|
2015
|
||||||||
|
Income before income taxes
|
$
|
829
|
|
$
|
769
|
|
$
|
639
|
|
||
|
Provision for income taxes
|
401
|
|
186
|
|
178
|
|
|||||
|
Effective income tax rate
|
48.4
|
%
|
24.1
|
%
|
27.9
|
%
|
|||||
31
Crown Holdings, Inc.
The higher effective tax rate in 2017 was primarily due to a net charge of $177 to recognize the provisional impact of the new U.S. federal tax reform legislation. The Tax Act imposed a limitation on the tax deduction for interest expense , net of interest income, to 30% of a U.S. corporation's adjusted taxable income. The Tax Act also changes certain provisions related to the taxation of non-U.S. subsidiary earnings. As a result, beginning in 2018, the Company will no longer record U.S. federal income tax on its share of foreign subsidiaries (except for certain categories of passive and intangible income), nor will the Company record a benefit for foreign tax credits related to that income. The Company does not believe these changes will have a material effect on its effective tax rate.
The low effective tax rate in 2016 was primarily due to a benefit of $31 from the release of the valuation allowance against the Company's net deferred tax assets in Canada.
For additional information regarding income taxes, see
Note U
to the consolidated financial statements and the Critical Accounting Policies section of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the Company’s policies with respect to valuation allowances.
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Net income attributable to noncontrolling interests increased from $68 in 2015 to $87 in 2016 and $105 in 2017 primarily due to higher earnings in the Company's beverage can operations in Brazil.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES
Cash provided by operating activities decreased from $930 in 2016 to $760 in 2017 primarily due to higher pension contributions, including a voluntary contribution to the Company's U.K. defined benefit pension plan, and lower contributions from working capital partially offset by higher operating income.
Receivables increased from $865 in 2016 to
$1,041
in 2017 primarily due to increased sales unit volumes and the impact of foreign currency translation. Days sales outstanding for trade receivables increased from 32 in 2016 to 34 in 2017.
Inventories increased from $1,245 in 2016 to
$1,385
in 2017 primarily due to the impact of foreign currency translation and higher raw material costs. Inventory turnover was 66 days at December 31, 2016 compared to 67 days at December 31, 2017.
The food can business is seasonal with the first quarter tending to be the slowest period as the autumn packaging period in the Northern Hemisphere has ended and new crops are not yet planted. The industry enters its busiest period in the third quarter when the majority of fruits and vegetables in the Northern Hemisphere are harvested. Due to this seasonality, inventory levels increase in the first half of the year to meet peak demand in the second and third quarters. The beverage can business is also seasonal with inventory levels generally increasing in the first half of the year to meet peak demand in the summer months in the Northern Hemisphere.
Accounts payable and accrued liabilities increased from $2,702 in 2016 to
$3,124
in 2017 primarily due to higher raw material costs and the impact of foreign currency translation. Days outstanding for trade payables increased from 102 days at December 31, 2016 to 119 days at December 31, 2017 primarily due to higher raw material costs.
INVESTING ACTIVITIES
Cash used for investing activities increased from $442 in 2016 to $509 in 2017 primarily due to an increase in capital expenditures. The Company currently expects capital expenditures in 2018 of approximately $425.
At December 31, 2017, the Company had $130 of capital commitments, primarily related to its Europe Beverage segment. The Company expects to fund these commitments primarily through cash generated from operations.
FINANCING ACTIVITIES
Financing activities used cash of $400 in 2017 primarily due to purchases of the Company's common stock.
Financing activities used cash of $616 in 2016 primarily due to repayments of debt.
32
Crown Holdings, Inc.
LIQUIDITY
As of December 31, 2017, $347 of the Company's $424 in cash and cash equivalents was located outside the U.S. The Company is not currently aware of any legal restrictions under foreign law that materially impact its access to cash held outside the U.S. The Company funds its cash needs in the U.S. through a combination of cash flows from operations, dividends from certain foreign subsidiaries, borrowings under its revolving credit facility and the acceleration of cash receipts under its receivable securitization and factoring facilities. Of the cash and cash equivalents located outside the U.S., $175 was held by subsidiaries for which earnings are considered indefinitely reinvested. While based on current operating plans the Company does not foresee a need to repatriate these funds, the Company is still evaluating the impact of the Tax Act. If such earnings were repatriated the Company may be required to record incremental foreign taxes on the repatriated funds.
The Company funds its worldwide cash needs through a combination of cash flows from operations, borrowings under its revolving credit facilities and the acceleration of cash receipts under its receivables securitization and factoring facilities. As of December 31, 2017, the Company had available capacity of
$1,236
under its revolving credit facilities. The Company could have borrowed this amount at December 31, 2017 and would still be in compliance with its leverage ratio covenants.
The ratio of total debt, less cash and cash equivalents, to total capitalization was 84.2% and 86.7% at December 31, 2017 and 2016. Total capitalization is defined by the Company as total debt plus total equity, less cash and cash equivalents.
The Company's debt agreements contain covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional debt, pay dividends or repurchase capital stock, make certain other restricted payments, create liens and engage in sale and leaseback transactions. These restrictions are subject to a number of exceptions, however, which allow the Company to incur additional debt, create liens or make otherwise restricted payments. The amount of restricted payments permitted to be made, including dividends and repurchases of the Company's common stock, may be limited to the cumulative excess of $200 plus 50% of adjusted net income plus proceeds from the exercise of employee stock options over the aggregate of restricted payments made since July 2004. Adjustments to net income may include, but are not limited to, items such as asset impairments, gains and losses from asset sales and early extinguishments of debt.
The Company’s revolving credit facility and term loans also contain a net leverage ratio covenant. The total net leverage ratio is calculated as total net debt divided by Adjusted EBITDA. Total net debt is defined in the credit agreement as total debt less cash and cash equivalents. Adjusted EBITDA is calculated as the sum of net income attributable to Crown Holdings, net income attributable to noncontrolling interests, income taxes, interest expense, depreciation and amortization, and certain non-cash charges. The Company’s total net leverage ratio of 3.55 to 1.0 at December 31, 2017 was in compliance with the covenant requiring a ratio no greater than 4.50 to 1.0. The ratio is calculated at the end of each quarter using debt and cash balances as of the end of the quarter and Adjusted EBITDA for the most recent twelve months. Failure to meet the financial covenant could result in the acceleration of any outstanding amounts due under the revolving credit facilities, term loan facilities and farm credit facility.
The Company’s current sources of liquidity include securitization facilities with program limits that expire as follows: $350 in December 2018 and $175 in December 2019. Additional sources of liquidity include borrowings that mature as follows: its $1,400 revolving credit facilities in April 2022; its €650 ($781 at December 31, 2017) 4.0% senior notes in July 2022; its $1,000 4.50% senior notes in January 2023; its €600 ($720 at December 31, 2017) 2.625% senior notes in September 2024; its €600 ($720 at December 31, 2017) 3.375% senior notes in May 2025; its $400 4.25% senior notes in September 2026; its $350 7.375% senior notes in December 2026; its $40 7.5% senior notes in December 2096; and its $130 of other indebtedness in various currencies at various dates through 2036. In addition, the Company's term loan and farm credit facilities mature as follows: $32 in December 2018, $47 in December 2019, $54 in both December 2020 and December 2021 and $878 in December 2022.
33
Crown Holdings, Inc.
CONTRACTUAL OBLIGATIONS
Contractual obligations as of December 31, 2017 are summarized in the table below.
|
|
Payments Due by Period
|
|||||||||||||||||||||||||||
|
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023 &
after
|
Total
|
|||||||||||||||||||||
|
Long-term debt
|
$
|
64
|
|
$
|
72
|
|
$
|
77
|
|
$
|
63
|
|
$
|
1,789
|
|
$
|
3,255
|
|
$
|
5,320
|
|
|||||||
|
Interest on long-term debt
|
201
|
|
199
|
|
196
|
|
193
|
|
192
|
|
135
|
|
1,116
|
|
||||||||||||||
|
Operating leases
|
44
|
|
32
|
|
24
|
|
17
|
|
12
|
|
67
|
|
196
|
|
||||||||||||||
|
Projected pension contributions
|
18
|
|
24
|
|
26
|
|
18
|
|
23
|
|
—
|
|
109
|
|
||||||||||||||
|
Postretirement obligations
|
14
|
|
14
|
|
14
|
|
13
|
|
13
|
|
56
|
|
124
|
|
||||||||||||||
|
Purchase obligations
|
3,259
|
|
1,005
|
|
748
|
|
417
|
|
21
|
|
—
|
|
5,450
|
|
||||||||||||||
|
Total contractual cash obligations
|
$
|
3,600
|
|
$
|
1,346
|
|
$
|
1,085
|
|
$
|
721
|
|
$
|
2,050
|
|
$
|
3,513
|
|
$
|
12,315
|
|
|||||||
All amounts due in foreign currencies are translated at exchange rates as of December 31, 2017.
The Company expects to fund its obligations through a combination of cash flows from operations, borrowings under its revolving credit facilities and the acceleration of cash receipts under its receivables securitization and factoring programs.
Aggregate maturities of long-term debt, including capital lease obligations, for the five years subsequent to 2017 exclude unamortized discounts and debt issuance costs.
Interest on long-term debt is presented through 2023 only and represents the interest that will accrue by year based on debt outstanding and interest rates in effect as of December 31, 2017.
Projected pension contributions represent the Company's expected funding contributions for the next five years. Future changes to mortality tables or other factors used to determine pension contributions could have a significant impact on the Company’s future contributions and its cash flow available for debt reduction, capital expenditures or other purposes.
Postretirement obligations represent expected payments to retirees for medical and life insurance coverage for the next ten years. Pension and postretirement obligation projections require the use of numerous estimates and assumptions such as discount rates, rates of return on plan assets, compensation increases, health care cost increases, mortality and employee turnover and have therefore been provided for only five years for pension and ten years for postretirement.
Purchase obligations include commitments for raw materials and utilities at December 31, 2017. These commitments specify significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable pricing provisions; and the approximate timing of transactions.
The table above excludes
$29
of liabilities for unrecognized tax benefits because the Company is unable to estimate when these amounts may be paid, if at all. See
Note U
to the consolidated financial statements for additional information on the Company’s unrecognized tax benefits.
In order to reduce leverage and future interest payments, the Company may from time to time repurchase outstanding notes and debentures with cash, exchange shares of its common stock for the Company’s outstanding notes and debentures, or seek to refinance its existing credit facilities and other indebtedness. The Company will evaluate any such transactions in light of then existing market conditions and may determine not to pursue such transactions.
MARKET RISK
In the normal course of business the Company is subject to risk from adverse fluctuations in foreign 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. These instruments are viewed as risk management tools, involve little complexity, and are not used for trading or speculative purposes. The extent to which the Company uses such instruments is dependent upon its access to them in the financial markets and its use of other methods, such as netting exposures for foreign exchange risk and establishing sales arrangements that permit the pass-through to customers of changes in commodity prices and foreign exchange rates, to effectively achieve its goal of risk reduction. The Company’s objective in managing its exposure to market risk is to limit the impact on earnings and cash flow.
34
Crown Holdings, Inc.
The Company manages foreign currency exposures at the operating unit level. Exposures that cannot be naturally offset within an operating unit may be hedged with derivative financial instruments where possible and cost effective in the Company’s judgment. Foreign exchange contracts generally mature within twelve months.
The table below provides information in U.S. dollars as of December 31, 2017 about the Company’s forward currency exchange contracts. The contracts primarily hedge anticipated transactions, unrecognized firm commitments and intercompany debt. The contracts with no amounts in the fair value column have a fair value of less than $1.
|
Buy/Sell
|
Contract
amount
|
Contract
fair value
gain/(loss)
|
Average
contractual
exchange rate
|
||||||||
|
U.S. dollars/Euro
|
$
|
48
|
|
$
|
(1
|
)
|
1.19
|
|
|||
|
Sterling/Euro
|
291
|
|
3
|
|
0.90
|
|
|||||
|
Euro/Sterling
|
629
|
|
(1
|
)
|
1.12
|
|
|||||
|
Euro/U.S. dollars
|
225
|
|
4
|
|
0.84
|
|
|||||
|
U.S. dollars/Sterling
|
9
|
|
—
|
|
1.34
|
|
|||||
|
Sterling/U.S. dollars
|
13
|
|
—
|
|
0.76
|
|
|||||
|
Singapore dollars/U.S. dollars
|
41
|
|
—
|
|
1.35
|
|
|||||
|
Polish Zloty/Euro
|
4
|
|
—
|
|
4.48
|
|
|||||
|
U.S. dollars/Turkish Lira
|
5
|
|
—
|
|
0.29
|
|
|||||
|
Turkish Lira/U.S. dollars
|
5
|
|
(1
|
)
|
3.17
|
|
|||||
|
Euro/Singapore dollars
|
90
|
|
1
|
|
0.63
|
|
|||||
|
Euro/Polish Zloty
|
56
|
|
(1
|
)
|
0.24
|
|
|||||
|
$
|
1,416
|
|
$
|
4
|
|
||||||
At December 31, 2017, the Company had additional contracts with an aggregate notional value of $83 to purchase or sell other currencies, primarily Asian currencies, including the Malaysian Ringgit, Thai Baht, Japanese Yen, and Hong Kong Dollar; European currencies, including the Hungarian Florint; the South African Rand; and the Canadian Dollar. The aggregate fair value of these contracts was a loss of less than $1.
The Company, from time to time, may manage its interest rate risk associated with fluctuations in variable interest rates through interest rate swaps. The use of interest rate swaps and other methods of mitigating interest rate risk may increase overall interest expense.
The table below presents principal cash flows and related interest rates by year of maturity for the Company’s debt obligations as of December 31, 2017. Interest rates represent the rates in effect as of December 31, 2017.
|
|
Year of Maturity
|
|||||||||||||||||||||||
|
Debt
|
2018
|
2019
|
2020
|
2021
|
2022
|
Thereafter
|
||||||||||||||||||
|
Fixed rate
|
$
|
30
|
|
$
|
22
|
|
$
|
21
|
|
$
|
7
|
|
$
|
787
|
|
$
|
3,247
|
|
||||||
|
Average interest rate
|
5.3
|
%
|
5.6
|
%
|
5.6
|
%
|
5.8
|
%
|
4.0
|
%
|
4.2
|
%
|
||||||||||||
|
Variable rate
|
$
|
34
|
|
$
|
50
|
|
$
|
56
|
|
56
|
|
1,002
|
|
8
|
|
|||||||||
|
Average interest rate
|
2.6
|
%
|
2.6
|
%
|
2.6
|
%
|
2.6
|
%
|
2.5
|
%
|
1.7
|
%
|
||||||||||||
Total future payments at December 31, 2017 include $2,658 of U.S. dollar-denominated debt, $2,591 of euro-denominated debt and $141 of debt denominated in other currencies.
The Company uses various raw materials, such as steel and aluminum in its manufacturing operations, which expose it to risk from adverse fluctuations in commodity prices. In 2017, consumption of steel and aluminum represented 21% and 42% of the Company’s consolidated cost of products sold, excluding depreciation and amortization. The Company primarily manages its risk to adverse commodity price fluctuations and surcharges through contracts that pass through raw material costs to customers. The Company may, however, be unable to increase its prices to offset increases in raw material costs without suffering reductions in unit volume, revenue and operating income, and any price increases may take effect after related cost increases, reducing operating income in the near term. As of December 31, 2017, the Company had forward commodity contracts to hedge aluminum price fluctuations with a notional value of $297 and a net gain of $34. The maturities of the commodity contracts closely correlate to the anticipated purchases of those commodities.
35
Crown Holdings, Inc.
In addition, the Company's manufacturing facilities are dependent, to varying degrees, upon the availability of water and processed energy, such as natural gas and electricity.
See
Note R
to the consolidated financial statements for further information on the Company’s derivative financial instruments.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has certain guarantees and indemnification agreements that could require the payment of cash upon the occurrence of certain events. The guarantees and agreements are further discussed under
Note M
to the consolidated financial statements. The Company also utilizes receivables securitization and factoring facilities and derivative financial instruments as further discussed under
Note D
and
Note R
to the consolidated financial statements.
ENVIRONMENTAL MATTERS
Compliance with the Company’s Environmental Protection Policy is mandatory and the responsibility of each employee of the Company. The Company is committed to the protection of human health and the environment and is operating within the increasingly complex laws and regulations of national, state, and local environmental agencies or is taking action to achieve compliance with such laws and regulations. Environmental considerations are among the criteria by which the Company evaluates projects, products, processes and purchases.
The Company is dedicated to a long-term environmental protection program and has initiated and implemented many pollution prevention programs with an emphasis on source reduction. The Company continues to reduce the amount of metal used in the manufacture of steel and aluminum containers through “lightweighting” programs. The Company recycles nearly 100% of scrap aluminum, steel and copper used in its manufacturing processes. Many of the Company’s programs for pollution prevention reduce operating costs and improve operating efficiencies.
The potential impact on the Company’s operations of climate change and potential future climate change regulation in the jurisdictions in which the Company operates is highly uncertain. See the risk factor entitled “The Company is subject to costs and liabilities related to stringent environmental and health and safety standards” in Part I, Item 1A of this Annual Report.
See
Note M
to the
consolidated financial statements for additional information on environmental matters including the Company's accrual for environmental remediation costs.
INFLATION
Certain of the Company's sales contracts contain non-metal pass-through provisions that include annual selling price adjustments based on a producer price index. In certain years the referenced index would be negative, requiring the Company to reduce its selling prices while its actual costs may have increased.
CRITICAL ACCOUNTING POLICIES
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America which require that management make numerous estimates and assumptions. Actual results could differ from those estimates and assumptions, impacting the reported results of operations and financial position of the Company. The Company’s significant accounting policies are more fully described under
Note A
to the consolidated financial statements. Certain accounting policies, however, are considered to be critical in that (i) they are most important to the depiction
of the Company’s financial condition and results of operations and (ii) their application requires management’s most subjective judgment in making estimates about the effect of matters that are inherently uncertain.
Asbestos Liabilities
The Company’s potential liability for asbestos cases is highly uncertain due to the difficulty of forecasting many factors, including the level of future claims, the rate of receipt of claims, the jurisdiction in which claims are filed, the nature of future claims (including the seriousness of alleged disease, whether claimants allege first exposure to asbestos before or during 1964 and the alleged link to Crown Cork), the terms of settlements of other defendants with asbestos-related liabilities, bankruptcy filings of other defendants (which may result in additional claims and higher settlement demands for non-bankrupt defendants) 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). See
Note L
to the consolidated financial statements for additional information regarding the provision for asbestos-related costs.
36
Crown Holdings, Inc.
At the end of each quarter, the Company considers whether there have been any material developments that would cause it to update its asbestos accrual calculations. Absent any significant developments in the asbestos litigation environment in general or with respect to the Company specifically, the Company updates its accrual calculations in the fourth quarter of each year. The
Company estimates its liability without limitation to a specified time period and provides for the estimated amounts expected to be paid related to outstanding claims, projected future claims and legal costs.
Outstanding claims used in the accrual calculation are adjusted for factors such as claims filed in those states where the Company’s liability is limited by statute, claims alleging first exposure to asbestos after 1964 which are assumed to have no value and claims which are unlikely to ever be paid and are assumed to have a reduced or nominal value based on the length of time outstanding. Projected future claims are calculated based on actual data for the most recent five years and are adjusted to account for the expectation that a percentage of these claims will never be paid. Outstanding and projected claims are multiplied by the average settlement cost of claims for the most recent five years. As claims are not submitted or settled evenly throughout the year, it is difficult to predict at any time during the year whether the number of claims or average settlement cost over the five year period ending December 31 of such year will increase compared to the prior five year period.
In 2017, the Company recorded a charge of $3 to increase its asbestos liability compared to charges of $21 in 2016 and $26 in 2015. The charge in 2017 was primarily to increase the Company's accrual due to an increase in projected claims. The charge in 2016 was primarily due to an increase in projected claims and higher average settlement costs per claim. The five year average settlement cost per claim increased from $13,000 in 2015 to $13,800 in 2016 and remained at $13,800 in 2017.
Crown Cork's experience continues to be settling a higher percentage of claims alleging serious disease (primarily mesothelioma) which are settled at higher dollar amounts. Accordingly, a higher percentage of claims projected into the future continue to relate to serious diseases and are therefore valued at higher dollar amounts. For example, in each of the years 2017, 2016 and 2015, of the projected claims related to claimants alleging first exposure to asbestos before or during 1964 and filed in states that have not enacted asbestos legislation, approximately 60% relate to claims alleging serious diseases such as mesothelioma.
If the trend of settling a higher percentage of claims alleging serious disease (primarily mesothelioma) at higher dollar amounts.
continues, average settlement costs per claim are likely to increase and, if not offset by a reduction in overall claims and settlements, the Company will record additional charges in the future. A 10% change in either the average cost per claim or the number of projected claims would increase or decrease the estimated liability at December 31, 2017 by $32. A 10% increase in these two factors at the same time would increase the estimated liability at December 31, 2017 by $66. A 10% decrease in these two factors at the same time would decrease the estimated liability at December 31, 2017 by $60.
Goodwill Impairment
The Company performs a goodwill impairment review in the fourth quarter of each year or when facts and circumstances indicate goodwill may be impaired. In accordance with the accounting guidance, the Company may first perform a qualitative assessment on none, some, or all of its reporting units to determine whether further quantitative impairment testing is necessary. Factors that the Company may consider in its qualitative assessment include, but are not limited to, general economic conditions, changes in the markets in which the Company operates, changes in input costs that may affect earnings and cash flows, trends over multiple
periods and the difference between the reporting unit's fair value and carrying amount as determined in the most recent fair value calculation.
The quantitative impairment test involves a number of assumptions and judgments, including the calculation of fair value for the Company’s identified reporting units. The Company determines the estimated fair value for each reporting unit based on the average of the estimated fair values calculated using market values for comparable businesses and discounted cash flow projections. The Company uses an average of the two methods in estimating fair value because it believes they provide an equal probability of yielding an appropriate fair value for the reporting unit. The Company’s estimates of future cash flows include assumptions concerning future operating performance and economic conditions and may differ from actual future cash flows. Under the first method of calculating estimated fair value, the Company obtains available information regarding multiples used in recent transactions, if any, involving transfers of controlling interests in the packaging industry. The Company also reviews publicly available trading multiples based on the enterprise value of companies in the packaging industry whose shares are publicly traded. The appropriate multiple is applied to the forecasted Adjusted EBITDA (a non-GAAP item defined by the Company as net customer sales, less cost of products sold excluding depreciation and amortization, less selling and administrative expenses) of the reporting unit to obtain an estimated fair value. Under the second method, fair value is calculated as the sum of the projected discounted cash flows of the reporting unit over the next five years and the terminal value at the end of those five years. The projected cash flows generally include moderate to no growth assumptions unless there has recently been a material change in the business or a
material change is forecasted. The discount rate used is based on the average weighted-average cost of capital of companies in the packaging industry, which information is available through various sources.
37
Crown Holdings, Inc.
The terminal value at the end of five years is the product of forecasted Adjusted EBITDA at the end of the five year period and the trading multiple. The Company used an EBITDA multiple of 8.0 times and a discount rate of 7.25% based on the weighted average cost of capital of companies in the packaging industry.
The Company completed its annual review for 2017 and determined that no adjustments to the carrying value of goodwill were necessary. Although no goodwill impairment was recorded, there can be no assurances that future goodwill impairments will not occur. Based upon the Company’s qualitative and quantitative assessment including consideration of the sensitivity of the assumptions made and methods used to determine fair value, industry trends and other relevant factors, the Company did not have any reporting unit whose fair value did not materially exceed its carrying value except for the North America Food reporting unit discussed below.
As of October 1, 2017, the estimated fair value of the North America Food reporting unit, using the methods and assumptions described above, was 63% higher than its carrying value, and the reporting unit had $117 of goodwill. The maximum potential effect of weighting the two valuation methods other than equally would have been to increase or decrease the estimated fair value by $18. Assuming all other factors remain the same, a $1 change in forecasted annual Adjusted EBITDA changes the excess of estimated fair value over carrying value by $8; a change of 0.5 in the assumed EBITDA multiple changes the excess of estimated fair value over carrying value by $22; and an increase in the discount rate from 7.25% to 8.25% changes the excess of estimated fair value over carrying value by $9. Under each of these scenarios, the reporting unit's fair value exceeded its carrying value. If Adjusted EBITDA decreased by 38% the fair value of the reporting unit would approximate carrying value.
This reporting unit operates in a low-growth environment with multiple competitors, which could result in lower selling prices. In addition, shifts in consumer demand could result in lower volumes. While the Company believes current Adjusted EBITDA projections are reasonable, the reporting unit's ability to maintain or grow Adjusted EBITDA could be negatively impacted by the above factors. To the extent future operating results were to decline causing the estimated fair value to fall below carrying value, it is possible that an impairment charge of up to $117 for North America Food could be recorded.
Long-lived Assets Impairment
The Company performs an impairment review of its long-lived assets, including definite-lived intangible assets and property, plant and equipment, when facts and circumstances indicate the carrying value may not be recoverable from its undiscounted cash flows. Any impairment loss is measured by comparing the carrying amount of the asset to its fair value. The Company’s estimates of future cash flows involve assumptions concerning future operating performance, economic conditions and technological changes that may affect the future useful lives of the assets. These estimates may differ from actual cash flows or useful lives.
Tax Valuation Allowance
The Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that a portion of the tax assets will not be realized. The estimate of the amount that will not be realized requires the use of assumptions concerning the Company’s future taxable income. These estimates are projected through the life of the related deferred tax assets based on assumptions that management believes are reasonable. The Company considers all sources of taxable income in estimating its
valuation allowances, including taxable income in any available carry back period; the reversal of taxable temporary differences; tax-planning strategies; and taxable income expected to be generated in the future other than from reversing temporary differences.
Should the Company change its estimate of the amount of deferred tax assets that it would be able to realize, an adjustment to the valuation allowance would result in an increase or decrease in tax expense in the period such a change in estimate was made.
The Company had a deferred tax asset of $56 related to French tax loss carryforwards which do not expire. After considering all sources of taxable income as of December 31, 2017, the Company estimates these losses can be utilized. As discussed in
Note B
to the consolidated financial statements, subsequent to year-end, the Company completed an offering of unsecured notes and amended its credit agreements to provide for additional term loan borrowings to be used in connection with the Signode acquisition. The Company is still evaluating the impact of the acquisition on its global structure but it is possible that additional interest expense in France could cause the Company to incur losses which may result in recording a valuation allowance in the future.
See
Note U
to the consolidated financial statements for additional information on the Company’s valuation allowances.
Pension and Postretirement Benefits
Accounting for pensions and postretirement benefit plans requires the use of estimates and assumptions regarding numerous factors, including discount rates, rates of return on plan assets, compensation increases, health care cost increases, future rates of inflation, mortality and employee turnover. Actual results may differ from the Company’s actuarial assumptions, which may have an impact
38
Crown Holdings, Inc.
on the amount of reported expense or liability for pensions or postretirement benefits. The Company recorded pension expense of $16 in 2017 and currently projects its 2018 pension expense to be $4, using foreign currency exchange rates in effect at December 31, 2017. In 2016, the company changed the method used to estimate the service and interest cost components of net periodic pension and postretirement benefits cost. The new method uses the spot yield curve approach to estimate the service and interest cost by applying the specific spot rates along the yield curve used to determine the benefit plan obligations to relevant projected cash outflows. Previously, the service and interest cost components were determined using a single weighted average discount rate. The change does not affect the measurement of the total benefit plan obligations. The spot yield curve approach provides a more precise measure of service and interest cost by improving the correlation between the projected benefit cash flows and the discrete spot yield curve rates. The company accounted for this change as a change in estimate prospectively beginning in 2016. The rate of return assumptions are reviewed at each measurement date based on the pension plans’ investment policies, current asset allocations and an analysis of the historical returns of the capital markets.
The U.S. plan’s assumed rate of return was 7.5 % in 2017 and is 7.25% in 2018. The U.K. plan’s assumed rate of return was 4.25% in 2017 and is 4.25% in 2018. A 0.25% change in the expected rates of return would change 2018 pension expense by approximately $12.
Discount rates were selected using a method that matches projected payouts from the plans to an actuarially determined yield curve based on market observable AA bond yields in the respective plan jurisdictions and currencies. In certain jurisdictions, government securities were used along with corporate bonds to develop country-specific yield curves the extent that the underlying markets were not deemed sufficiently developed. A 0.25% change in the discount rates from those used at December 31, 2017 would change 2018 pension expense by approximately $4 and postretirement expense by less than $1. A 0.25% change in the discount rates from those used at December 31, 2017 would have changed the pension benefit obligation by approximately $175 and the postretirement benefit obligation approximately $4 as of December 31, 2017. See
Note T
to the consolidated financial statements for additional information on pension and postretirement benefit obligations and assumptions.
As of December 31, 2017, the Company had pre-tax unrecognized net losses in other comprehensive income of $2,057 related to its pension plans and $49 related to its other postretirement benefit plans. Unrecognized gains and losses arise each year primarily due to changes in discount rates, differences in actual plan asset returns compared to expected returns, and changes in actuarial assumptions such as mortality. For example, the unrecognized net loss in the Company’s pension plans included a current year loss of $90 primarily due to lower discount rates at the end of 2017 compared to 2016, partially offset by a gain of $69 due to actual asset returns higher than expected returns. Unrecognized gains and losses are accumulated in other comprehensive income and the portion in each plan that exceeds 10% of the greater of that plan’s assets or projected benefit obligation is amortized to income over future periods. The Company’s pension expense for the year ended December 31, 2017 included charges of $95 for the amortization of unrecognized net losses, and the Company estimates charges of $93 in 2018. Amortizable losses are being recognized over either the average expected life of inactive employees or the remaining service life of active participants depending on the status of the individual plans. The weighted average amortization periods range between 8 - 19 years. An increase of 10% in the number of years used to amortize unrecognized losses in each plan would decrease estimated charges for 2018 by $9. A decrease of 10% in the number of years would increase the estimated 2018 charge by $11.
The unrecognized net losses in the Company’s postretirement benefit plans are being recognized over the average remaining service life of active participants of 9 years. The Company’s postretirement benefits expense for the year ended December 31, 2017 included a loss of $4 for the amortization of unrecognized net losses, and the Company estimates losses of $4 in 2018.
RECENT ACCOUNTING GUIDANCE
In May 2014, the FASB issued new guidance which outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. Under the new guidance, revenue is recognized when a customer obtains control of promised goods or services which will either be at a point in time or over time. Certain products that the Company manufactures for customers have no alternative use and are expected to follow an over-time revenue recognition model. For example, beverage cans are generally printed for a specific customer and do not have an alternative use. Food cans may be printed depending upon customer preference which can vary by geographic market. Under current guidance, the Company generally recognizes revenue upon shipment or delivery. Under the new guidance, revenue for products that follow an over-time revenue recognition model will be recognized prior to shipment or delivery dependent upon contract-specific terms. The Company does not expect the new standard to have a material impact on its annual income from operations, however, the guidance could have an impact to income from operations in each quarter as the Company may now recognize revenue for certain products as it builds inventory levels in anticipation of seasonal demands.
39
Crown Holdings, Inc.
In addition to accelerating the timing of revenue recognition, an unbilled receivable will be recognized with an offsetting decrease to inventory. The new guidance also requires enhanced disclosures about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company has completed its impact assessment and is in the process of implementing changes to processes, systems and controls to adopt the standard on a modified retrospective basis in the first quarter of 2018.
In February 2016, the FASB issued new guidance on lease accounting. Under the new guidance lease classification criteria and income statement recognition is similar to current guidance; however, all leases with a lease term longer than one year will be recorded on the balance sheet through a right-of-use asset and a corresponding lease liability. The guidance will be effective for the Company on January 1, 2019. The Company is currently evaluating the impact of adopting this guidance on its financial position and results of operations.
In August 2016, the FASB issued new guidance related to the classification of certain cash receipts and payments on the statement of cash flows. Under the new guidance, cash payments resulting from debt prepayment or extinguishment will be classified as cash outflows from financing activities. In addition, beneficial interests obtained in a securitization of financial assets should be disclosed as a noncash activity and cash receipts from the beneficial interests should be classified as cash inflows from investing activities. Under existing guidance, the Company classifies cash receipts from beneficial interests in securitized receivables and cash payments resulting from debt prepayment or extinguishment as cash flows from operating activities. The guidance will be effective for the Company on January 1, 2018. The Company is currently evaluating the impact of adopting this guidance, which may have a material impact on its cash flows from operating and investing activities.
In March 2017, the FASB issued new guidance on the presentation of pension and other postretirement benefit costs. The guidance will not have a material impact on the Company's consolidated pension and other postretirement benefit costs or net income but will have a material impact on its income from operations as only the service cost component of pension and other postretirement benefit costs will be presented with other employee compensation costs within income from operations or capitalized in assets. The other components will be reported separately outside of income from operations and will not be eligible for capitalization. The guidance will be effective for the Company on January 1, 2018. Upon adoption, the Company expects to reclass net benefits of
$50
and
$38
for the years ended December 31, 2017 and 2016, to a separate line item which will be excluded from income from operations.
See
Note A
to the consolidated financial statements for information on recently adopted accounting guidance.
FORWARD LOOKING STATEMENTS
Statements in this Annual Report, including those in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the discussions of the provision for asbestos under
Note L
and other contingencies under
Note M
to the consolidated financial statements included in this Annual Report and in discussions incorporated by reference into this Annual Report (including, but not limited to, those in “Compensation Discussion and Analysis” in the Company’s Proxy Statement), which are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto), are “forward-looking statements,” within the meaning of the federal securities laws. In addition, the Company and its representatives may from time to time make other oral or written statements which are also “forward-looking statements.” Forward-looking statements can be identified by words, such as “believes,” “estimates,” “anticipates,” “expects” and other words of similar meaning in connection with a discussion of future operating or financial performance. These may include, among others, statements relating to (i) the Company’s plans or objectives for future operations, products or financial performance, (ii) the Company’s indebtedness and other contractual obligations, (iii) the impact of an economic downturn or growth in particular regions, (iv) anticipated uses of cash, (v) cost reduction efforts and expected savings, (vi) the Company’s policies with respect to executive compensation and (vii) the expected outcome of contingencies, including with respect to asbestos-related litigation and pension and postretirement liabilities.
These forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting the Company and, therefore, involve a number of risks and uncertainties. Management cautions that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.
Important factors that could cause the actual results of operations or financial condition of the Company to differ include, but are not necessarily limited to, the ability of the Company to expand successfully in international and emerging markets; whether the acquisition of Empaque will be accretive to the Company’s earnings; whether sales and profits of Empaque will continue to grow;
whether the combination of the Company and Empaque will provide benefits to customers and shareholders; whether the operations of Empaque can be successfully integrated into the Company’s operations; the ability of the Company to repay, refinance or restructure its short and long-term indebtedness on adequate terms and to comply with the terms of its agreements relating to debt;
40
Crown Holdings, Inc.
the impact of the recent European Sovereign debt crisis; the Company’s ability to generate significant cash to meet its obligations and invest in its business and to maintain appropriate debt levels; restrictions on the Company’s use of available cash under its debt agreements; changes or differences in U.S. or international economic or political conditions, such as inflation or fluctuations in interest or foreign exchange rates (and the effectiveness of any currency or interest rate hedges), tax rates and tax laws (including with respect to taxation of unrepatriated non-U.S. earnings or as a result of the depletion of net loss or foreign tax credit carryforwards); the impact of health care reform in the U.S.; the impact of foreign trade laws and practices; the collectability of receivables; war or acts of terrorism that may disrupt the Company’s production or the supply or pricing of raw materials, including in the Company’s Middle East operations, impact the financial condition of customers or adversely affect the Company’s ability to refinance or restructure its remaining indebtedness; changes in the availability and pricing of raw materials (including aluminum can sheet, steel tinplate, energy, water, inks and coatings) and the Company’s ability to pass raw material, energy and freight price increases and surcharges through to its customers or to otherwise manage these commodity pricing risks; the Company’s ability to obtain and maintain adequate pricing for its products, including the impact on the Company’s revenue, margins and market share and the ongoing impact of price increases; energy and natural resource costs; the cost and other effects of legal and administrative cases and proceedings, settlements and investigations; the outcome of asbestos-related litigation (including the number and size of future claims and the terms of settlements, and the impact of bankruptcy filings by other companies with asbestos-related liabilities, any of which could increase Crown Cork’s asbestos-related costs over time, the adequacy of reserves established for asbestos-related liabilities, Crown Cork’s ability to obtain resolution without payment of asbestos-related claims by persons alleging first exposure to asbestos after 1964, and the impact of state legislation dealing with asbestos liabilities and any litigation challenging that legislation and any future state or federal legislation dealing with asbestos liabilities); the Company’s ability to realize deferred tax benefits; changes in the Company’s critical or other accounting policies or the assumptions underlying those policies; labor relations and workforce and social costs, including the Company’s pension and postretirement obligations and other employee or retiree costs; investment performance of the Company’s pension plans; costs and difficulties related to the acquisition of a business and integration of acquired businesses; the impact of any potential dispositions, acquisitions or other strategic realignments, which may impact the Company’s operations, financial profile, investments or levels of indebtedness; the Company’s ability to realize efficient capacity utilization and inventory levels and to innovate new designs and technologies for
its products in a cost-effective manner; competitive pressures, including new product developments, industry overcapacity, or changes in competitors’ pricing for products; the Company’s ability to achieve high capacity utilization rates for its equipment; the Company’s ability to maintain, develop and capitalize on competitive technologies for the design and manufacture of products and to withstand competitive and legal challenges to the proprietary nature of such technology; the Company’s ability to protect its information technology systems from attacks or catastrophic failure; the strength of the Company’s cyber-security; the Company’s ability to generate sufficient production capacity; the Company’s ability to improve and expand its existing product and product lines; the impact of overcapacity on the end-markets the Company serves; loss of customers, including the loss of any significant customers; changes in consumer preferences for different packaging products; the financial condition of the Company’s vendors and customers; weather conditions, including their effect on demand for beverages and on crop yields for fruits and vegetables stored in food containers; the impact of natural disasters, including in emerging markets; changes in governmental regulations or enforcement practices, including with respect to environmental, health and safety matters and restrictions as to foreign investment or operation; the impact of increased governmental regulation on the Company and its products, including the regulation or restriction of the use of bisphenol-A; the impact of the Company’s recent initiatives to generate additional cash, including the reduction of working capital levels and capital spending; the ability of the Company to realize cost savings from its restructuring programs; the Company’s ability to maintain adequate sources of capital and liquidity; costs and payments to certain of the Company’s executive officers in connection with any termination of such executive officers or a change in control of the Company; the impact of existing and future legislation regarding refundable mandatory deposit laws in Europe for non-refillable beverage containers and the implementation of an effective return system; and changes in the Company’s strategic areas of focus, which may impact the Company’s operations, financial profile or levels of indebtedness.
Some of the factors noted above are discussed elsewhere in this Annual Report and prior Company filings with the Securities and Exchange Commission (“SEC”), including within Part I, Item 1A, “
Risk Factors
” in this Annual Report. In addition, other factors have been or may be discussed from time to time in the Company’s SEC filings.
While the Company periodically reassesses material trends and uncertainties affecting the Company’s results of operations and financial condition in connection with the preparation of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and certain other sections contained in the Company’s quarterly, annual or other reports filed with the SEC, the Company does not intend to review or revise any particular forward-looking statement in light of future events.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
The information set forth within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Market Risk” in this Annual Report is incorporated herein by reference.
41
Crown Holdings, Inc.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
INDEX TO FINANCIAL STATEMENTS
|
||
|
Financial Statements
|
||
|
Management’s Report on Internal Control Over Financial Reporting
|
43
|
|
|
Report of Independent Registered Public Accounting Firm
|
44
|
|
|
Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015
|
46
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
|
47
|
|
|
Consolidated Balance Sheets as of December 31, 2017 and 2016
|
48
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
|
49
|
|
|
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2017, 2016 and 2015
|
50
|
|
|
Notes to Consolidated Financial Statements
|
51
|
|
|
Supplementary Information
|
101
|
|
|
Financial Statement Schedule
|
||
|
Schedule II – Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2017, 2016 and 2015
|
102
|
|
42
Crown Holdings, Inc.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of the inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
Internal Control - Integrated Framework (2013)
. Based on its assessment, management has concluded that, as of December 31, 2017, the Company’s internal control over financial reporting was effective based on those criteria.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2017 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
43
Crown Holdings, Inc.
Report of Independent Registered Public Accounting Firm
To the
Board of Directors and Shareholders of Crown Holdings, Inc.:
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Crown Holdings, Inc. and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017, including the related notes and financial statement schedule, of Crown Holdings, Inc. and its subsidiaries as listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in
Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in
Internal Control - Integrated Framework
(2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 8. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
44
Crown Holdings, Inc.
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 26, 2018
We have served as the Company’s auditor since 1928.
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Crown Holdings, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions except per share data)
|
For the Years Ended December 31
|
2017
|
2016
|
2015
|
||||||||
|
Net sales
|
$
|
8,698
|
|
$
|
8,284
|
|
$
|
8,762
|
|
||
|
Cost of products sold, excluding depreciation and amortization
|
6,952
|
|
6,583
|
|
7,116
|
|
|||||
|
Depreciation and amortization
|
247
|
|
247
|
|
237
|
|
|||||
|
Selling and administrative expense
|
371
|
|
368
|
|
390
|
|
|||||
|
Provision for asbestos
|
3
|
|
21
|
|
26
|
|
|||||
|
Restructuring and other
|
48
|
|
44
|
|
66
|
|
|||||
|
Income from operations
|
1,077
|
|
1,021
|
|
927
|
|
|||||
|
Loss from early extinguishments of debt
|
7
|
|
37
|
|
9
|
|
|||||
|
Interest expense
|
252
|
|
243
|
|
270
|
|
|||||
|
Interest income
|
(15
|
)
|
(12
|
)
|
(11
|
)
|
|||||
|
Foreign exchange
|
4
|
|
(16
|
)
|
20
|
|
|||||
|
Income before income taxes
|
829
|
|
769
|
|
639
|
|
|||||
|
Provision for income taxes
|
401
|
|
186
|
|
178
|
|
|||||
|
Net income
|
428
|
|
583
|
|
461
|
|
|||||
|
Net income attributable to noncontrolling interests
|
(105
|
)
|
(87
|
)
|
(68
|
)
|
|||||
|
Net income attributable to Crown Holdings
|
$
|
323
|
|
$
|
496
|
|
$
|
393
|
|
||
|
Earnings per common share attributable to Crown Holdings:
|
|||||||||||
|
Basic
|
$
|
2.39
|
|
$
|
3.58
|
|
$
|
2.85
|
|
||
|
Diluted
|
$
|
2.38
|
|
$
|
3.56
|
|
$
|
2.82
|
|
||
The accompanying notes are an integral part of these consolidated financial statements.
46
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
|
For the Years Ended December 31
|
2017
|
2016
|
2015
|
||||||||
|
Net income
|
$
|
428
|
|
$
|
583
|
|
$
|
461
|
|
||
|
Other comprehensive income / (loss), net of tax
|
|||||||||||
|
Foreign currency translation adjustments
|
201
|
|
(435
|
)
|
(469
|
)
|
|||||
|
Pension and other postretirement benefits
|
(59
|
)
|
166
|
|
91
|
|
|||||
|
Derivatives qualifying as hedges
|
20
|
|
23
|
|
(15
|
)
|
|||||
|
Total other comprehensive income / (loss)
|
162
|
|
(246
|
)
|
(393
|
)
|
|||||
|
Total comprehensive income
|
590
|
|
337
|
|
68
|
|
|||||
|
Net income attributable to noncontrolling interests
|
(105
|
)
|
(87
|
)
|
(68
|
)
|
|||||
|
Translation adjustments attributable to noncontrolling interests
|
(3
|
)
|
2
|
|
3
|
|
|||||
|
Derivatives qualifying as hedges attributable to noncontrolling interests
|
—
|
|
(2
|
)
|
1
|
|
|||||
|
Comprehensive income attributable to Crown Holdings
|
$
|
482
|
|
$
|
250
|
|
$
|
4
|
|
||
The accompanying notes are an integral part of these consolidated financial statements.
47
Crown Holdings, Inc.
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
|
December 31
|
2017
|
2016
|
|||||
|
Assets
|
|||||||
|
Current assets
|
|||||||
|
Cash and cash equivalents
|
$
|
424
|
|
$
|
559
|
|
|
|
Receivables, net
|
1,041
|
|
865
|
|
|||
|
Inventories
|
1,385
|
|
1,245
|
|
|||
|
Prepaid expenses and other current assets
|
224
|
|
172
|
|
|||
|
Total current assets
|
3,074
|
|
2,841
|
|
|||
|
Goodwill and intangible assets
|
3,518
|
|
3,263
|
|
|||
|
Property, plant and equipment, net
|
3,239
|
|
2,820
|
|
|||
|
Other non-current assets
|
832
|
|
675
|
|
|||
|
Total
|
$
|
10,663
|
|
$
|
9,599
|
|
|
|
Liabilities and equity
|
|||||||
|
Current liabilities
|
|||||||
|
Short-term debt
|
$
|
62
|
|
$
|
33
|
|
|
|
Current maturities of long-term debt
|
64
|
|
161
|
|
|||
|
Accounts payable and accrued liabilities
|
3,124
|
|
2,702
|
|
|||
|
Total current liabilities
|
3,250
|
|
2,896
|
|
|||
|
Long-term debt, excluding current maturities
|
5,217
|
|
4,717
|
|
|||
|
Postretirement and pension liabilities
|
588
|
|
620
|
|
|||
|
Other non-current liabilities
|
685
|
|
698
|
|
|||
|
Commitments and contingent liabilities
(Note M)
|
|
|
|||||
|
Equity
|
|||||||
|
Noncontrolling interests
|
322
|
|
302
|
|
|||
|
Preferred stock, authorized: 30,000,000; none issued
(Note O)
|
|
|
|
|
|||
|
Common stock, par value: $5.00; authorized: 500,000,000 shares; issued:
|
|||||||
|
185,744,072 shares (
Note O
)
|
929
|
|
929
|
|
|||
|
Additional paid-in capital
|
167
|
|
446
|
|
|||
|
Accumulated earnings
|
3,004
|
|
2,621
|
|
|||
|
Accumulated other comprehensive loss
|
(3,241
|
)
|
(3,400
|
)
|
|||
|
Treasury stock at par value (2017 - 51,468,463 shares; 2016 - 45,903,844 shares)
|
(258
|
)
|
(230
|
)
|
|||
|
Crown Holdings shareholders’ equity
|
601
|
|
366
|
|
|||
|
Total equity
|
923
|
|
668
|
|
|||
|
Total
|
$
|
10,663
|
|
$
|
9,599
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
48
Crown Holdings, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
|
For the Years Ended December 31
|
2017
|
2016
|
2015
|
||||||||
|
Cash flows from operating activities
|
|||||||||||
|
Net income
|
$
|
428
|
|
$
|
583
|
|
$
|
461
|
|
||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|||||||||||
|
Depreciation and amortization
|
247
|
|
247
|
|
237
|
|
|||||
|
Restructuring and other
|
48
|
|
44
|
|
66
|
|
|||||
|
Pension expense
|
16
|
|
28
|
|
48
|
|
|||||
|
Pension contributions
|
(294
|
)
|
(103
|
)
|
(79
|
)
|
|||||
|
Stock-based compensation
|
23
|
|
20
|
|
27
|
|
|||||
|
Deferred income taxes
|
247
|
|
16
|
|
25
|
|
|||||
|
Changes in assets and liabilities:
|
|||||||||||
|
Receivables
|
(132
|
)
|
29
|
|
34
|
|
|||||
|
Inventories
|
(65
|
)
|
(85
|
)
|
60
|
|
|||||
|
Accounts payable and accrued liabilities
|
253
|
|
163
|
|
59
|
|
|||||
|
Other, net
|
(11
|
)
|
(12
|
)
|
18
|
|
|||||
|
Net cash provided by operating activities
|
760
|
|
930
|
|
956
|
|
|||||
|
Cash flows from investing activities
|
|||||||||||
|
Capital expenditures
|
(498
|
)
|
(473
|
)
|
(354
|
)
|
|||||
|
Acquisition of businesses, net of cash acquired
|
—
|
|
—
|
|
(1,207
|
)
|
|||||
|
Proceeds from sale of businesses, net of cash sold
|
—
|
|
—
|
|
33
|
|
|||||
|
Proceeds from sale of property, plant and equipment
|
8
|
|
10
|
|
7
|
|
|||||
|
Net investment hedge settlements
|
—
|
|
—
|
|
(11
|
)
|
|||||
|
Other
|
(19
|
)
|
21
|
|
(16
|
)
|
|||||
|
Net cash used for investing activities
|
(509
|
)
|
(442
|
)
|
(1,548
|
)
|
|||||
|
Cash flows from financing activities
|
|||||||||||
|
Proceeds from long-term debt
|
1,054
|
|
1,380
|
|
1,435
|
|
|||||
|
Payments of long-term debt
|
(1,137
|
)
|
(1,914
|
)
|
(900
|
)
|
|||||
|
Net change in revolving credit facility and short-term debt
|
95
|
|
(32
|
)
|
(7
|
)
|
|||||
|
Debt issuance costs
|
(16
|
)
|
(18
|
)
|
(18
|
)
|
|||||
|
Common stock issued
|
9
|
|
10
|
|
6
|
|
|||||
|
Common stock repurchased
|
(339
|
)
|
(8
|
)
|
(9
|
)
|
|||||
|
Dividends paid to noncontrolling interests
|
(93
|
)
|
(80
|
)
|
(48
|
)
|
|||||
|
Contribution from noncontrolling interests
|
—
|
|
4
|
|
5
|
|
|||||
|
Foreign exchange derivatives related to debt
|
27
|
|
42
|
|
(58
|
)
|
|||||
|
Net cash (used for) / provided by financing activities
|
(400
|
)
|
(616
|
)
|
406
|
|
|||||
|
Effect of exchange rate changes on cash and cash equivalents
|
14
|
|
(30
|
)
|
(62
|
)
|
|||||
|
Net change in cash and cash equivalents
|
(135
|
)
|
(158
|
)
|
(248
|
)
|
|||||
|
Cash and cash equivalents at January 1
|
559
|
|
717
|
|
965
|
|
|||||
|
Cash and cash equivalents at December 31
|
$
|
424
|
|
$
|
559
|
|
$
|
717
|
|
||
The accompanying notes are an integral part of these consolidated financial statements.
49
Crown Holdings, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(in millions)
|
|
Crown Holdings, Inc. Shareholders’ Equity
|
|
|
||||||||||||||||||||||||||||
|
Common
Stock
|
Paid-in
Capital
|
Accumulated
Earnings
|
Accumulated
Other
Comprehensive
Loss
|
Treasury
Stock
|
Total
Crown
Equity
|
Noncontrolling
Interests
|
Total
|
||||||||||||||||||||||||
|
Balance at January 1, 2015
|
$
|
929
|
|
$
|
407
|
|
$
|
1,732
|
|
$
|
(2,765
|
)
|
$
|
(234
|
)
|
$
|
69
|
|
$
|
268
|
|
$
|
337
|
|
|||||||
|
Net income
|
393
|
|
393
|
|
68
|
|
461
|
|
|||||||||||||||||||||||
|
Other comprehensive income / (loss)
|
(389
|
)
|
(389
|
)
|
(4
|
)
|
(393
|
)
|
|||||||||||||||||||||||
|
Dividends paid to noncontrolling interests
|
—
|
|
(48
|
)
|
(48
|
)
|
|||||||||||||||||||||||||
|
Contribution from noncontrolling interests
|
—
|
|
4
|
|
4
|
|
|||||||||||||||||||||||||
|
Restricted stock awarded
|
(2
|
)
|
2
|
|
—
|
|
—
|
|
|||||||||||||||||||||||
|
Stock-based compensation
|
27
|
|
27
|
|
27
|
|
|||||||||||||||||||||||||
|
Common stock issued
|
5
|
|
1
|
|
6
|
|
6
|
|
|||||||||||||||||||||||
|
Common stock repurchased
|
(8
|
)
|
(1
|
)
|
(9
|
)
|
|
(9
|
)
|
||||||||||||||||||||||
|
Purchase of noncontrolling interests
|
(3
|
)
|
|
|
(3
|
)
|
3
|
|
—
|
|
|||||||||||||||||||||
|
Balance at December 31, 2015
|
$
|
929
|
|
$
|
426
|
|
$
|
2,125
|
|
$
|
(3,154
|
)
|
$
|
(232
|
)
|
$
|
94
|
|
$
|
291
|
|
$
|
385
|
|
|||||||
|
Net income
|
496
|
|
496
|
|
87
|
|
583
|
|
|||||||||||||||||||||||
|
Other comprehensive income / (loss)
|
(246
|
)
|
(246
|
)
|
|
|
(246
|
)
|
|||||||||||||||||||||||
|
Dividends paid to noncontrolling interests
|
—
|
|
(80
|
)
|
(80
|
)
|
|||||||||||||||||||||||||
|
Contribution from noncontrolling interests
|
—
|
|
4
|
|
4
|
|
|||||||||||||||||||||||||
|
Restricted stock awarded
|
(1
|
)
|
1
|
|
—
|
|
—
|
|
|||||||||||||||||||||||
|
Stock-based compensation
|
20
|
|
20
|
|
20
|
|
|||||||||||||||||||||||||
|
Common stock issued
|
8
|
|
2
|
|
10
|
|
10
|
|
|||||||||||||||||||||||
|
Common stock repurchased
|
(7
|
)
|
(1
|
)
|
(8
|
)
|
(8
|
)
|
|||||||||||||||||||||||
|
Balance at December 31, 2016
|
$
|
929
|
|
$
|
446
|
|
$
|
2,621
|
|
$
|
(3,400
|
)
|
$
|
(230
|
)
|
$
|
366
|
|
$
|
302
|
|
$
|
668
|
|
|||||||
|
Net income
|
323
|
|
323
|
|
105
|
|
428
|
|
|||||||||||||||||||||||
|
Cumulative effect of change in accounting principle
|
60
|
|
60
|
|
60
|
|
|||||||||||||||||||||||||
|
Other comprehensive income / (loss)
|
159
|
|
159
|
|
3
|
|
162
|
|
|||||||||||||||||||||||
|
Dividends paid to noncontrolling interests
|
—
|
|
(93
|
)
|
(93
|
)
|
|||||||||||||||||||||||||
|
Contribution from noncontrolling interests
|
—
|
|
5
|
|
5
|
|
|||||||||||||||||||||||||
|
Restricted stock awarded
|
(1
|
)
|
1
|
|
—
|
|
—
|
|
|||||||||||||||||||||||
|
Stock-based compensation
|
23
|
|
23
|
|
23
|
|
|||||||||||||||||||||||||
|
Common stock issued
|
7
|
|
2
|
|
9
|
|
9
|
|
|||||||||||||||||||||||
|
Common stock repurchased
|
(308
|
)
|
(31
|
)
|
(339
|
)
|
(339
|
)
|
|||||||||||||||||||||||
|
Balance at December 31, 2017
|
$
|
929
|
|
$
|
167
|
|
$
|
3,004
|
|
$
|
(3,241
|
)
|
$
|
(258
|
)
|
$
|
601
|
|
$
|
322
|
|
$
|
923
|
|
|||||||
The accompanying notes are an integral part of these consolidated financial statements.
50
Crown Holdings, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share, per share, employee and statistical data)
|
A.
|
Summary of Significant Accounting Policies
|
Business and Principles of Consolidation
. The consolidated financial statements include the accounts of Crown Holdings, Inc. (the “Company”) and its consolidated subsidiary companies (where the context requires, the “Company” shall include reference to the Company and its consolidated subsidiary companies).
The Company manufactures and sells metal and glass packaging containers, metal closures, and canmaking equipment. These products are manufactured in the Company’s plants both within and outside the U.S. and are sold through the Company’s sales organization to the soft drink, food, citrus, brewing, household products, personal care and various other industries. The financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s estimates and assumptions. Actual results could differ from those estimates, impacting reported results of operations and financial position. All intercompany accounts and transactions are eliminated in consolidation. In deciding which entities should be reported on a consolidated basis, the Company first determines whether the entity is a variable interest entity (“VIE”). If an entity is a VIE, the Company determines whether it is the primary beneficiary and therefore, should consolidate the VIE. If an entity is not a VIE, the Company consolidates those entities in which it has control, including certain subsidiaries that are not majority-owned. Certain of the Company’s agreements with noncontrolling interests contain provisions in which the Company would surrender certain decision-making rights upon a change in control of the Company. Accordingly, consolidation of these operations may no longer be appropriate subsequent to a change in control of the Company, as defined in the agreements. Investments in companies in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies, are accounted for by the equity method. Other investments are carried at cost.
Foreign Currency Translation
. For non-U.S. subsidiaries which operate in a local currency environment, assets and liabilities are translated into U.S. dollars at year-end exchange rates. Income, expense and cash flow items are translated at average exchange rates prevailing during the year. Translation adjustments for these subsidiaries are accumulated as a separate component of accumulated other comprehensive income in equity. For non-U.S. subsidiaries that use a U.S. dollar functional currency, local currency inventories and property, plant and equipment are translated into U.S. dollars at approximate rates prevailing when acquired; all other assets and liabilities are translated at year-end exchange rates. Inventories charged to cost of sales and depreciation are remeasured at historical rates; all other income and expense items are translated at average exchange rates prevailing during the year. Gains and losses which result from remeasurement are included in earnings.
Revenue Recognition
. Revenue is recognized from product sales when the goods are shipped and the title and risk of loss pass to the customer. Provisions for discounts and rebates to customers, returns, and other adjustments are estimated and provided for in the period that the related sales are recorded. Taxes collected from customers and remitted to governmental authorities are excluded from net sales. Shipping and handling fees and costs from product sales are reported as cost of products sold.
Stock-Based Compensation
. For awards with a service or market condition, compensation expense is recognized over the vesting period on a straight-line basis using the grant date fair value of the award and the estimated number of awards that are expected to vest. For awards with a performance condition, the Company reassess the probability of vesting at each reporting period and adjust compensation cost based on its probability assessment. The Company’s plans provide for stock awards which may include accelerated vesting upon retirement, disability, or death of eligible employees. The Company considers a stock-based award to be vested when the service period is no longer contingent on the employee providing future service. Accordingly, the related compensation cost is recognized immediately for awards granted to retirement-eligible individuals, or over the period from the grant date to the date that retirement eligibility is achieved if less than the stated vesting period.
Cash and Cash Equivalents
. Cash equivalents represent investments with maturities of three months or less from the time of purchase and are carried at cost, which approximates fair value because of the short maturity of those instruments. Outstanding checks in excess of funds on deposit are included in accounts payable.
Accounts Receivable and Allowance for Doubtful Accounts
. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the best estimate of the amount of probable credit losses in the existing accounts receivable. The allowance is determined based on a review of individual accounts for collectability, generally focusing on those accounts that are past due or experiencing financial difficulties. The current year expense to adjust the allowance for doubtful accounts is recorded within selling and administrative expense in the consolidated statements of operations.
Inventory Valuation
. 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 and for non-U.S. inventories under the FIFO or average cost method.
51
Crown Holdings, Inc.
Property, Plant and Equipment
. Property, plant and equipment (“PP&E”) is carried at cost less accumulated depreciation and includes expenditures for new facilities and equipment and those costs which substantially increase the useful lives or capacity of existing PP&E. Cost of constructed assets includes capitalized interest incurred during the construction and development period. Maintenance and repairs, including labor and material costs for planned major maintenance such as annual production line overhauls, are expensed as incurred. When PP&E is retired or otherwise disposed, the net carrying amount is eliminated with any gain or loss on disposition recognized in earnings at that time.
Depreciation is provided on a straight-line basis over the estimated useful lives of the assets described below (in years). The Company periodically reviews the estimated useful lives of its PP&E and, where appropriate, changes are made prospectively.
|
Land improvements
|
25
|
|
Buildings and Building Improvements
|
25 – 40
|
|
Machinery and Equipment
|
3 – 18
|
Goodwill and Intangible Assets.
Goodwill is carried at cost and reviewed for impairment annually in the fourth quarter of each year or when facts and circumstances indicate goodwill may be impaired. Goodwill was allocated to the reporting units at the time of each acquisition based on the relative fair values of the reporting units. In assessing goodwill for impairment, the Company may first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that an impairment is more likely than not, it will perform the two-step quantitative impairment test using a combination of market values for comparable businesses and discounted cash flow projections compared to the reporting unit's carrying value including goodwill. If the carrying value of a reporting unit exceeds its fair value, any impairment loss is measured by comparing the carrying value of the reporting unit to its implied fair value.
Definite-lived intangible assets are carried at cost less accumulated amortization. Definite-lived intangibles are amortized on a straight-line basis over their estimated useful lives. Definite-lived intangible assets are tested for impairment when facts and circumstances indicate the carrying value may not be recoverable from their undiscounted cash flows. If impaired, the assets are written down to fair value based on either discounted cash flows or appraised values.
Impairment or Disposal of Long-Lived Assets
. In the event that facts and circumstances indicate that the carrying value of long-lived assets, primarily PP&E and certain identifiable intangible assets with finite lives, may be impaired, the Company performs a recoverability evaluation. If the evaluation indicates that the carrying value of an asset is not recoverable from its undiscounted cash flows, an impairment loss is measured by comparing the carrying value of the asset to its fair value, based on discounted cash flows. Long-lived assets classified as held for sale are presented in the balance sheet at the lower of their carrying value or fair value less cost to sell.
Taxes on Income
. The provision for income taxes is determined using the asset and liability approach. Deferred taxes represent the future expected tax consequences of differences between the financial reporting and tax bases of assets and liabilities based upon enacted tax rates and laws. The Tax Act creates a new requirement that certain intangible income of foreign subsidiaries
must be included currently in the gross income of the U.S. shareholder. The Company has made an accounting policy election to treat taxes due on future U.S. inclusions in taxable income related to this intangible income as a current period expense when incurred.
Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Investment tax credits are accounted for using the deferral method. Income tax-related interest and penalties are reported as income tax expense.
Derivatives and Hedging
. All outstanding derivative financial instruments are recognized in the balance sheet at their fair values. The impact on earnings from recognizing the fair values of these instruments depends on their intended use, their hedge designation and their effectiveness in offsetting changes in the fair values of the exposures they are hedging. Changes in the fair values of instruments designated to reduce or eliminate adverse fluctuations in the fair values of recognized assets and liabilities are reported currently in earnings along with changes in the fair values of the hedged items. Changes in the effective portions of the fair values of instruments used to reduce or eliminate adverse fluctuations in cash flows of anticipated or forecasted transactions are reported in equity as a component of accumulated other comprehensive income. Amounts in accumulated other comprehensive income are reclassified to earnings when the related hedged items impact earnings or the anticipated transactions are no longer probable. Changes in the fair values of derivative instruments that are not designated as hedges or do not qualify for hedge accounting treatment are reported currently in earnings. Amounts reported in earnings are classified consistent with the item being hedged.
52
Crown Holdings, Inc.
The effectiveness of derivative instruments in reducing risks associated with the hedged exposures is assessed at inception and on an ongoing basis. Any amounts excluded from the assessment of hedge effectiveness, and any ineffective portion of designated hedges, are reported currently in earnings. Time value, a component of an instrument’s fair value, is excluded in assessing effectiveness for fair value hedges, except hedges of firm commitments, and included for cash flow hedges.
Hedge accounting is discontinued prospectively when (i) the instrument is no longer effective in offsetting changes in fair value or cash flows of the underlying hedged item, (ii) the instrument expires, is sold, terminated or exercised, or (iii) designating the instrument as a hedge is no longer appropriate.
The Company formally documents all relationships between its hedging instruments and hedged items at inception, including its risk management objective and strategy for establishing various hedge relationships. Cash flows from hedging instruments are classified in the Consolidated Statements of Cash Flows consistent with the items being hedged.
Treasury Stock
. Treasury stock is reported at par value. The excess of fair value over par value is first charged to paid-in capital, if any, and then to retained earnings.
Research and Development
. Research, development and engineering costs of
$39
in both 2017 and 2015 and
$41
in 2016 were expensed as incurred and reported in selling and administrative expense in the Consolidated Statements of Operations. Substantially all engineering and development costs are related to developing new products or designing significant improvements to existing products or processes. Costs primarily include employee salaries and benefits and facility costs.
Reclassifications.
Certain reclassifications of prior years’ data have been made to conform to the current year presentation.
Recent Accounting and Reporting Pronouncements.
Recently Adopted Accounting Standards
In July 2015, the FASB issued new guidance related to the subsequent measurement of inventory. The new guidance requires an entity to subsequently measure inventory at the lower of cost or net realizable value, which is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The guidance became effective for the Company on January 1, 2017 and did not have a material impact on the Company’s consolidated financial statements.
In March 2016, the FASB issued new guidance on share-based payments. The standard eliminates the APIC pool concept and requires that excess tax benefits and deficiencies be recorded in the income statement when awards are settled. The pronouncement simplifies statement of cash flows classification, accounting for forfeitures, and minimum statutory tax withholding requirements. Upon adoption of the standard on January 1, 2017, the Company recorded
$60
of deferred tax assets attributable to excess tax benefits that were not previously recognized, because they did not reduce taxes payable, as a cumulative-effect adjustment to retained earnings under the modified retrospective method. The Company also prospectively adopted the guidance requiring all excess tax benefits and deficiencies to be recognized as income tax expense or benefit as discrete items and the guidance requiring all excess tax benefits or deficiencies to be reported as operating activities in the statement of cash flows. The Company elected to continue its current process of estimating forfeitures. Adoption of these provisions did not have a material impact on the Company's results of operations or statement of cash flows.
In January 2017, the FASB issued guidance that clarifies the definition of a business by adding a framework to assist entities in evaluating whether transactions should be accounted for as acquisitions of assets or businesses. In order to be considered a business under the new guidance, the assets in the transaction need to include an input and a substantive process that together significantly contribute to the ability to create outputs. The Company early adopted this guidance as of January 1, 2017. Adoption did not have an impact on the Company's consolidated financial statements. However, it could have a material impact on the Company’s consolidated financial statements if the Company enters into future business combinations.
In January 2017, the FASB issued guidance to simplify the accounting for goodwill impairment by removing step two of the impairment test, which requires a hypothetical purchase price allocation. The Company early adopted this guidance as of January 1, 2017. The amount of goodwill impaired will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.
In May 2017, the FASB issued guidance to clarify when to account for a change to terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions or the classification of an award change as a result of a change in terms or conditions. Previously, judgment was required to
53
Crown Holdings, Inc.
determine if certain changes to an award were substantive and may have impacted whether or not modification accounting was applied. The Company early adopted this guidance during the second quarter of 2017. Adopting this standard did not have a material impact on the Company's consolidated financial statements.
Recently Issued Accounting Standards
In May 2014, the FASB issued new guidance which outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. Under the new guidance, revenue is recognized when a customer obtains control of promised goods or services which will either be at a point in time or over time. Certain products that the Company manufactures for customers have no alternative use and are expected to follow an over-time revenue recognition model. For example, beverage cans are generally printed for a specific customer and do not have an alternative use. Food cans may be printed depending upon customer preference which can vary by geographic market. Under current guidance, the Company generally recognizes revenue upon shipment or delivery. Under the new guidance, revenue for products that follow an over-time revenue recognition model will be recognized prior to shipment or delivery dependent upon contract-specific terms. The Company does not expect the new standard to have a material impact on its annual income from operations, however, the guidance could have an impact to income from operations in each quarter as the Company may now recognize revenue for certain products as it builds inventory levels in anticipation of seasonal demands.
In addition to accelerating the timing of revenue recognition, an unbilled receivable will be recognized with an offsetting decrease to inventory. The new guidance also requires enhanced disclosures about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company has completed its impact assessment and is in the process of implementing changes to processes, systems and controls to adopt the standard on a modified retrospective basis in the first quarter of 2018.
In February 2016, the FASB issued new guidance on lease accounting. Under the new guidance, lease classification criteria and income statement recognition are similar to current guidance; however, all leases with a term longer than one year will be recorded on the balance sheet through a right-of-use asset and a corresponding lease liability. The guidance will be effective for the Company on January 1, 2019. The Company is currently evaluating the impact of adopting this guidance, which may have a material impact on its financial position.
In August 2016, the FASB issued new guidance related to the classification of certain cash receipts and payments on the statement of cash flows. Under the new guidance, cash payments resulting from debt prepayment or extinguishment will be classified as cash outflows from financing activities. In addition, beneficial interests obtained in a securitization of financial assets should be disclosed as a noncash activity and cash receipts from the beneficial interests should be classified as cash inflows from investing activities. Under existing guidance, the Company classifies cash receipts from beneficial interests in securitized receivables and cash payments resulting from debt prepayment or extinguishment as cash flows from operating activities. The guidance will be effective for the Company on January 1, 2018. The Company is currently evaluating the impact of adopting this guidance, which may have a material impact on its cash flows from operating and investing activities.
In October 2016, the FASB issued new guidance related to intra-entity transfers of assets other than inventory. Under current guidance, income tax expense associated with intra-entity profits in an intercompany sale or transfer of assets is deferred until the assets leave the consolidated group. Similarly, the entity is prohibited from recognizing deferred tax assets for any increases in tax bases due to the intercompany sale or transfer. The new guidance requires the recognition of income tax expense and deferred tax benefits on increases on tax bases when an intercompany sale or transfer of other assets occurs. Income tax effects of intercompany inventory transactions will continue to be deferred until the assets leave the consolidated group. The guidance will be effective for the Company on January 1, 2018. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements, which is not expected to have a material impact on the Company's consolidated financial statements.
In March 2017, the FASB issued new guidance on the presentation of pension and other postretirement benefit costs. The guidance will not have a material impact on the Company's consolidated pension and other postretirement benefit costs or net income but will have a material impact on its income from operations as only the service cost component of pension and other postretirement benefit costs will be presented with other employee compensation costs within income from operations or capitalized in assets. The other components will be reported separately outside of income from operations and will not be eligible for capitalization.
The guidance will be effective for the Company on January 1, 2018. Upon adoption, the Company expects to reclass net benefits of
$50
and
$38
for the years ended December 31, 2017 and 2016, to a separate line item which will be excluded from income from operations.
54
Crown Holdings, Inc.
In August 2017, the FASB issued new guidance on hedge accounting. The new guidance will allow contractually-specified price components of a commodity purchase or sale to be eligible for hedge accounting. Additionally, the new standard permits qualitative effectiveness assessments for certain hedges after the initial hedge qualification analysis. Finally, the standard amends various presentation and disclosure requirements. The guidance is effective as of January 1, 2019, however, early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.
B. Acquisition of Signode
On December 19, 2017, the Company entered into an agreement to acquire Signode Industrial Group Holdings (Bermuda) Ltd. (“Signode”), a leading global provider of transit packaging systems and solutions, from The Carlyle Group and certain other sellers for
$3.91 billion
in cash, subject to adjustment. The acquisition will be undertaken by a subsidiary of Crown European Holdings S.A. The closing is subject to customary closing conditions including the receipt of regulatory approval from antitrust regulators in certain jurisdictions.
On December 28, 2017, the Company amended its revolving credit agreements to provide additional capacity under the revolving credit facility, amend restrictive covenants regarding indebtedness and liens to permit incurrence of debt that may be used to fund the acquisition of Signode and extend the timetable for compliance with total leverage ratios.
On January 26, 2018, the Company completed offerings of
€335
of
2.250%
senior unsecured notes due 2023,
€500
of
2.875%
senior unsecured notes due 2026 and
$875
of
4.750%
senior unsecured notes due 2026 (collectively, the “Notes”). The Euro denominated notes were issued by Crown European Holdings S.A, and the U.S. dollar notes were issued by Crown Americas LLC and Crown Americas Capital Corp. VI, each subsidiaries of the Company. The Notes are subject to a special mandatory redemption in the event that the Signode acquisition does not close by August 15, 2018.
In addition, on January 29, 2018, the Company amended its revolving credit agreements to, among other changes, provide for the commitment to fund additional Term A loans and Term B loans to be used, among other things, in connection with the Signode acquisition. The maturity date for the Term B loans will be the seventh anniversary of the closing date of the acquisition. The interest rates on the Term B loans are based on LIBOR or EURIBOR plus a margin of
1.00%
up to
2.375%
.
C. Accumulated Other Comprehensive Loss Attributable to Crown Holdings
The following table provides information about the changes in each component of accumulated other comprehensive income for the years ended December 31, 2017 and 2016.
|
Defined benefit plans
|
Foreign currency translation
|
Gains and losses on cash flow hedges
|
Total
|
|||||||||||||
|
Balance at January 1, 2016
|
$
|
(1,690
|
)
|
$
|
(1,446
|
)
|
$
|
(18
|
)
|
$
|
(3,154
|
)
|
||||
|
Other comprehensive income / (loss) before reclassifications
|
118
|
|
(433
|
)
|
18
|
|
(297
|
)
|
||||||||
|
Amounts reclassified from accumulated other comprehensive income
|
48
|
|
—
|
|
3
|
|
51
|
|
||||||||
|
Other comprehensive income / (loss)
|
166
|
|
(433
|
)
|
21
|
|
(246
|
)
|
||||||||
|
Balance at December 31, 2016
|
(1,524
|
)
|
(1,879
|
)
|
3
|
|
(3,400
|
)
|
||||||||
|
Other comprehensive income / (loss) before reclassifications
|
(92
|
)
|
198
|
|
41
|
|
147
|
|
||||||||
|
Amounts reclassified from accumulated other comprehensive income
|
33
|
|
—
|
|
(21
|
)
|
12
|
|
||||||||
|
Other comprehensive income / (loss)
|
(59
|
)
|
198
|
|
20
|
|
159
|
|
||||||||
|
Balance at December 31, 2017
|
$
|
(1,583
|
)
|
$
|
(1,681
|
)
|
$
|
23
|
|
$
|
(3,241
|
)
|
||||
55
Crown Holdings, Inc.
The following table provides information about the amounts reclassified from accumulated other comprehensive income in 2017 and 2016.
|
Details about Accumulated Other Comprehensive Income Components
|
Amount reclassified from Accumulated Other Comprehensive Income
|
Affected line item in the Statement of Operations
|
||||||||
|
2017
|
2016
|
|||||||||
|
(Gains) / losses on cash flow hedges
|
||||||||||
|
Commodities
|
$
|
(31
|
)
|
$
|
8
|
|
Cost of products sold
|
|||
|
(31
|
)
|
8
|
|
Total before tax
|
||||||
|
8
|
|
(2
|
)
|
Provision for income taxes
|
||||||
|
(23
|
)
|
6
|
|
Net of tax
|
||||||
|
Foreign exchange
|
8
|
|
10
|
|
Net sales
|
|||||
|
(6
|
)
|
(14
|
)
|
Cost of products sold
|
||||||
|
2
|
|
(4
|
)
|
Total before tax
|
||||||
|
—
|
|
1
|
|
Provision for income taxes
|
||||||
|
2
|
|
(3
|
)
|
Net of tax
|
||||||
|
Total (gains) / losses on cash flow hedges
|
$
|
(21
|
)
|
$
|
3
|
|
||||
|
Amortization of defined benefit plan items
|
||||||||||
|
Actuarial losses
|
$
|
99
|
|
$
|
119
|
|
(a)
|
|||
|
Prior service credit
|
(54
|
)
|
(52
|
)
|
(a)
|
|||||
|
45
|
|
67
|
|
Total before tax
|
||||||
|
(12
|
)
|
(19
|
)
|
Provision for income taxes
|
||||||
|
Total amortization of defined benefit plan items
|
$
|
33
|
|
$
|
48
|
|
Net of tax
|
|||
|
Total reclassifications
|
$
|
12
|
|
$
|
51
|
|
Net of tax
|
|||
(a) These accumulated other comprehensive income components are included in the computation of net period pension and postretirement cost. See
Note T
for further details.
D. Receivables
|
2017
|
2016
|
||||||
|
Accounts receivable
|
$
|
894
|
|
$
|
769
|
|
|
|
Less: allowance for doubtful accounts
|
(71
|
)
|
(76
|
)
|
|||
|
Net trade receivables
|
823
|
|
693
|
|
|||
|
Miscellaneous receivables
|
218
|
|
172
|
|
|||
|
$
|
1,041
|
|
$
|
865
|
|
||
The Company uses receivables securitization and factoring facilities in the normal course of business as part of managing its cash flows. The Company accounts for transfers under its securitization facilities as sales because the Company sells full title and ownership in the underlying receivables and has met the criteria for control of the receivables to be considered transferred.
The Company accounts for its factoring arrangements as either sales or secured borrowing based on whether it has transferred control over the factored receivables. The Company’s continuing involvement in factored receivables accounted for as sales is limited to servicing the receivables. The Company receives adequate compensation for servicing the receivables and no servicing asset or liability is recorded.
56
Crown Holdings, Inc.
At December 31, amounts securitized or factored were as follows:
|
2017
|
2016
|
||||||
|
Accounted for as secured borrowings
|
$
|
12
|
|
$
|
9
|
|
|
|
Accounted for as sales
|
964
|
|
816
|
|
|||
Certain of the Company’s securitization facilities include a deferred purchase price component. As consideration for the sale of its receivables, the Company receives a cash payment and a new asset, the deferred purchase price receivable from the purchaser, which will be paid to the Company as payments on the receivables are collected from the account debtors. As the criteria for sale accounting have been met, the Company derecognizes the entire amount of receivables sold from its balance sheet and recognizes an asset at fair value for the deferred purchase price receivable as well as the cash received. As the deferred purchase price is not a trade receivable, it is reported in prepaid expenses and other current assets in the Company’s balance sheet. As receipt of the deferred purchase price coincides with collections of the underlying receivables, the collection period is short in duration. As of December 31, 2017 and 2016, the amount of deferred purchase price included in prepaid expenses and other current assets was
$106
and
$83
. The net change in the deferred purchase price receivable is reflected in the receivables line item in the Company’s Consolidated Statement of Cash Flows. This activity is reflected as an operating cash flow because the related customer receivables are the result of an operating activity with an insignificant, short-term interest rate risk.
The Company recorded expenses related to securitization and factoring facilities of
$15
in 2017,
$13
in 2016, and
$12
in 2015 as interest expense.
E. Inventories
|
2017
|
2016
|
||||||
|
Raw materials and supplies
|
$
|
737
|
|
$
|
658
|
|
|
|
Work in process
|
139
|
|
116
|
|
|||
|
Finished goods
|
509
|
|
471
|
|
|||
|
$
|
1,385
|
|
$
|
1,245
|
|
||
F. Goodwill and Intangible Assets
Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2017 and 2016 were as follows:
|
Americas Beverage
|
North America Food
|
European Beverage
|
European Food
|
Non-reportable segments
|
Total
|
|||||||||||||
|
Balance at January 1, 2016
|
$
|
944
|
|
$
|
141
|
|
$
|
572
|
|
$
|
1,241
|
|
$
|
105
|
|
$
|
3,003
|
|
|
Foreign currency translation
|
(88
|
)
|
2
|
|
(61
|
)
|
(56
|
)
|
(14
|
)
|
(217
|
)
|
||||||
|
Transfers and other adjustments
|
(36
|
)
|
36
|
|
—
|
|
5
|
|
—
|
|
5
|
|
||||||
|
Balance at December 31, 2016
|
820
|
|
179
|
|
511
|
|
1,190
|
|
91
|
|
2,791
|
|
||||||
|
Foreign currency translation
|
24
|
|
4
|
|
53
|
|
165
|
|
9
|
|
255
|
|
||||||
|
Balance at December 31, 2017
|
$
|
844
|
|
$
|
183
|
|
$
|
564
|
|
$
|
1,355
|
|
$
|
100
|
|
$
|
3,046
|
|
The carrying amount of goodwill at December 31, 2017 and 2016 was net of the following accumulated impairments:
|
Americas Beverage
|
North America Food
|
European Beverage
|
European Food
|
Non-reportable Segments
|
Total
|
|||||||||||||
|
Accumulated impairments
|
$
|
29
|
|
$
|
—
|
|
$
|
73
|
|
$
|
724
|
|
$
|
150
|
|
$
|
976
|
|
57
Crown Holdings, Inc.
Gross carrying amounts and accumulated amortization of finite-lived intangible assets by major class at December 31 were as follows:
|
|
2017
|
2016
|
|||||||||||||||||||||
|
|
Gross
|
Accumulated amortization
|
Net
|
Gross
|
Accumulated amortization
|
Net
|
|||||||||||||||||
|
Customer relationships
|
$
|
461
|
|
$
|
(108
|
)
|
$
|
353
|
|
$
|
422
|
|
$
|
(71
|
)
|
$
|
351
|
|
|||||
|
Long term supply contacts
|
143
|
|
(27
|
)
|
116
|
|
137
|
|
(18
|
)
|
119
|
|
|||||||||||
|
$
|
604
|
|
$
|
(135
|
)
|
$
|
469
|
|
$
|
559
|
|
|
$
|
(89
|
)
|
|
$
|
470
|
|
||||
The table above excludes other intangible assets with net balances of $
3
and
$2
at December 31, 2017 and 2016.
Amortization expense for the years ended December 31, 2017, 2016, and 2015 was
$39
,
$41
and
$40
.
Annual amortization expense for each of the five years subsequent to 2017 is estimated to be
$41
.
G. Property, Plant and Equipment
|
2017
|
2016
|
||||||
|
Buildings and improvements
|
$
|
1,214
|
|
$
|
1,001
|
|
|
|
Machinery and equipment
|
5,131
|
|
4,628
|
|
|||
|
Land and improvements
|
204
|
|
168
|
|
|||
|
Construction in progress
|
369
|
|
406
|
|
|||
|
6,918
|
|
6,203
|
|
||||
|
Less: accumulated depreciation and amortization
|
(3,679
|
)
|
(3,383
|
)
|
|||
|
$
|
3,239
|
|
$
|
2,820
|
|
||
H. Other Non-Current Assets
|
2017
|
2016
|
||||||
|
Deferred taxes
|
$
|
399
|
|
$
|
593
|
|
|
|
Pension assets
|
313
|
|
14
|
|
|||
|
Debt issuance costs
|
13
|
|
6
|
|
|||
|
Investments
|
9
|
|
4
|
|
|||
|
Other
|
98
|
|
58
|
|
|||
|
$
|
832
|
|
$
|
675
|
|
||
I. Accounts Payable and Accrued Liabilities
|
2017
|
2016
|
||||||
|
Trade accounts payable
|
$
|
2,367
|
|
$
|
1,951
|
|
|
|
Salaries, wages and other employee benefits, including pension and postretirement
|
162
|
|
162
|
|
|||
|
Accrued taxes, other than on income
|
120
|
|
107
|
|
|||
|
Accrued interest
|
54
|
|
54
|
|
|||
|
Fair value of derivatives
|
23
|
|
36
|
|
|||
|
Income taxes payable
|
23
|
|
34
|
|
|||
|
Asbestos liabilities
|
30
|
|
30
|
|
|||
|
Restructuring
|
17
|
|
19
|
|
|||
|
Other
|
328
|
|
309
|
|
|||
|
$
|
3,124
|
|
$
|
2,702
|
|
||
58
Crown Holdings, Inc.
J. Other Non-Current Liabilities
|
2017
|
2016
|
||||||
|
Asbestos liabilities
|
$
|
285
|
|
$
|
312
|
|
|
|
Deferred taxes
|
202
|
|
203
|
|
|||
|
Postemployment benefits
|
24
|
|
29
|
|
|||
|
Income taxes payable
|
22
|
|
20
|
|
|||
|
Environmental
|
12
|
|
12
|
|
|||
|
Other
|
140
|
|
122
|
|
|||
|
$
|
685
|
|
$
|
698
|
|
||
Income taxes payable includes unrecognized tax benefits as discussed in
Note U
.
K. Lease Commitments
The Company leases manufacturing, warehouse and office facilities and certain equipment. Certain of the leases contain renewal or purchase options, but the leases do not contain significant contingent rental payments, escalation clauses, rent holidays, rent concessions or leasehold improvement incentives. Under long-term operating leases, minimum annual rentals are
$44
in 2018,
$32
in 2019,
$24
in 2020,
$17
in 2021,
$12
in 2022 and
$67
thereafter. Such rental commitments have been reduced by minimum sublease rentals of
$1
due under non-cancelable subleases. Rental expense (net of sublease rental income) was
$50
in 2017 and
$53
in both 2016 and 2015.
|
L.
|
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.
The states of Alabama, Arizona, Arkansas, Florida, Georgia, Idaho, Indiana, Iowa, Kansas, Michigan, Mississippi, Nebraska, North Carolina, North Dakota, Ohio, Oklahoma, South Carolina, South Dakota, Tennessee, Utah, West Virginia, 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 Arkansas, Georgia, South Carolina, South Dakota, West Virginia and Wyoming, pending claims at the time of enactment, 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.
In October 2010, the Texas Supreme Court 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
59
Crown Holdings, Inc.
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.
The Company further cautions that an adverse ruling in any litigation relating to the constitutionality or applicability to Crown Cork of one or more statutes that limits the asbestos-related liability of alleged defendants like Crown Cork could have a material impact on the Company.
The Company's approximate claims activity for the years ended 2017, 2016 and 2015 were as follows:
|
2017
|
2016
|
2015
|
||||||
|
Beginning claims
|
55,500
|
|
54,500
|
|
54,000
|
|
||
|
New claims
|
2,500
|
|
2,500
|
|
2,500
|
|
||
|
Settlements or dismissals
|
(2,500
|
)
|
(1,500
|
)
|
(2,000
|
)
|
||
|
Ending claims
|
55,500
|
|
55,500
|
|
54,500
|
|
||
The Company's cash payments during the years ended
2017
,
2016
, and
2015
were as follows:
|
2017
|
2016
|
2015
|
|||||||||
|
Asbestos-related payments
|
$
|
30
|
|
$
|
30
|
|
$
|
30
|
|
||
|
Settled claims payments (included in asbestos-related payments above)
|
24
|
|
23
|
|
22
|
|
|||||
In the fourth quarter of each year, the Company performs an analysis of outstanding claims and categorizes by year of exposure and state filed. As of
December 31, 2017
and
December 31, 2016
, the Company's outstanding claims were:
|
2017
|
2016
|
||||
|
Claimants alleging first exposure after 1964
|
16,500
|
|
16,000
|
|
|
|
Claimants alleging first exposure before or during 1964 filed in:
|
|||||
|
Texas
|
13,000
|
|
13,000
|
|
|
|
Pennsylvania
|
1,500
|
|
2,000
|
|
|
|
Other states that have enacted asbestos legislation
|
6,000
|
|
6,000
|
|
|
|
Other states
|
18,500
|
|
18,500
|
|
|
|
Total claims outstanding
|
55,500
|
|
55,500
|
|
|
The outstanding claims in each period 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.
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 its settlement experience with post-1964 claims, the Company does 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.
60
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:
|
2017
|
2016
|
2015
|
||||||
|
Total claims
|
22
|
%
|
22
|
%
|
22
|
%
|
||
|
Pre-1964 claims in states without asbestos legislation
|
41
|
%
|
41
|
%
|
41
|
%
|
||
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
December 31, 2017
.
Approximately
81%
of the claims outstanding at the end of
2017
were filed by plaintiffs who do not claim a specific amount of damages or claim a minimum amount as established by court rules relating to jurisdiction; approximately
15%
were filed by plaintiffs who claim damages of less than
$5
; approximately
3%
were filed by plaintiffs who claim damages from
$5
to less than
$100
(
35%
of whom claim damages less than
$25
) and
6
were filed by plaintiffs who claim damages in excess of
$100
.
As of
December 31, 2017
, the Company’s accrual for pending and future asbestos-related claims and related legal costs was $
315
, including $
272
for unasserted claims. The Company determines its accrual without limitation to a specified time period. 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, 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).
|
M.
|
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
$7
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
$9
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.
In March 2015, the Bundeskartellamt, or German Federal Cartel Office (“FCO”), conducted unannounced inspections of the premises of several metal packaging manufacturers, including a German subsidiary of the Company. The local court order authorizing the inspection cited FCO suspicions of anti-competitive agreements in the market for the supply of metal packaging products. The FCO’s investigation is ongoing. To date, the FCO has not officially charged the Company or any of its subsidiaries with any violations of competition law. The Company conducted an internal investigation into the matter and has discovered instances of inappropriate conduct by certain employees of German subsidiaries of the Company. The Company is cooperating with the FCO and submitted a leniency application which disclosed the findings of its internal investigation to date and which may lead to the reduction of penalties that the FCO may impose. If the FCO finds that the Company or any of its subsidiaries violated competition law, the FCO has wide discretion to levy fines. At this stage of the investigation the Company believes that a loss is probable. However, the Company is unable to predict the ultimate outcome of the FCO’s investigation and is unable to
61
Crown Holdings, Inc.
estimate the loss or possible range of any additional losses that could be incurred, which could be material to the Company’s operating results and cash flows for the periods in which they are resolved or become reasonably estimable.
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
December 31, 2017
, the Company was party to certain indemnification agreements covering environmental remediation, lease payments and other potential costs associated with properties sold or businesses divested. 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.
|
N.
|
Restructuring and Other
|
The Company recorded restructuring and other charges as follows:
|
2017
|
2016
|
2015
|
|||||||||
|
Asset impairments and sales
|
$
|
12
|
|
$
|
14
|
|
$
|
22
|
|
||
|
Restructuring
|
18
|
|
12
|
|
23
|
|
|||||
|
Other costs
|
16
|
|
18
|
|
6
|
|
|||||
|
Transaction costs
|
2
|
|
—
|
|
15
|
|
|||||
|
$
|
48
|
|
$
|
44
|
|
$
|
66
|
|
|||
In 2017, asset impairments and sales included a charges of
$19
for the write down of carrying value of fixed assets related to the closure of beverage can plants in China and the U.S., a promotional packaging facility in Europe and a food can facility in Peru. Asset impairments and sales also includes a benefit of
$5
due to the expiration of an environmental indemnification related to the sale of certain operations in the Company's European Promotional Packaging business during 2015. Additionally, the Company recorded restructuring charges of
$18
for termination benefits related to the plant closures listed above.
In 2017, the Company also recorded a charge of
$19
due to the settlement of a litigation matter related to Mivisa that arose prior to its acquisition by the Company in 2014 and a
$4
pension curtailment benefit.
Transaction costs in 2017 relate to the acquisition of Signode as described in
Note B
.
In 2016, the Company recorded an impairment charge of
$9
to write down the carrying value of fixed assets and
$3
for termination benefits related to the announced closure of a beverage can plant in the Company's Asia Pacific segment. The Company announced plans to close the plant in an effort to reduce cost by consolidating manufacturing processes in China. Other costs primarily related to pension settlement charges.
In 2015, asset impairments and sales and restructuring primarily related to the closure of
two
plants in the Company's North America Food segment and
two
plants in its European Food segment. Transaction costs related to the acquisition of Empaque.
62
Crown Holdings, Inc.
Restructuring charges by segment were as follows:
|
|
2017
|
2016
|
2015
|
||||||||
|
Americas Beverage
|
$
|
3
|
|
$
|
1
|
|
$
|
—
|
|
||
|
North America Food
|
3
|
|
4
|
|
2
|
|
|||||
|
European Food
|
4
|
|
4
|
|
19
|
|
|||||
|
Asia Pacific
|
3
|
|
3
|
|
—
|
|
|||||
|
Non-reportable segments
|
5
|
|
—
|
|
—
|
|
|||||
|
Corporate
|
—
|
|
—
|
|
2
|
|
|||||
|
$
|
18
|
|
$
|
12
|
|
|
$
|
23
|
|
||
Restructuring charges by type were as follows:
|
|
2017
|
2016
|
2015
|
||||||||
|
Termination benefits
|
$
|
15
|
|
$
|
9
|
|
$
|
20
|
|
||
|
Other exit costs
|
3
|
|
3
|
|
3
|
|
|||||
|
$
|
18
|
|
$
|
12
|
|
$
|
23
|
|
|||
At December 31, 2017, the Company had a restructuring accrual of
$17
, primarily related to the closure of the beverage can plant in the U.S. and the promotional packaging facility in Europe discussed above, and prior actions to reduce manufacturing capacity and headcount in its European businesses. The Company expects to pay this liability over the next twelve months. The Company continues to review its supply and demand profile and long-term plans in its businesses, and it is possible that the Company may record additional restructuring charges in the future.
|
O.
|
Capital Stock
|
A summary of common share activity for the years ended December 31 follows (in shares):
|
2017
|
2016
|
2015
|
|||||||
|
Common shares outstanding at January 1
|
139,840,228
|
|
139,441,298
|
|
139,000,471
|
|
|||
|
Shares repurchased
|
(6,157,010
|
)
|
(162,563
|
)
|
(165,138
|
)
|
|||
|
Shares issued upon exercise of employee stock options
|
299,050
|
|
348,640
|
|
207,890
|
|
|||
|
Restricted stock issued to employees, net of forfeitures
|
269,025
|
|
187,209
|
|
375,575
|
|
|||
|
Shares issued to non-employee directors
|
24,316
|
|
25,644
|
|
22,500
|
|
|||
|
Common shares outstanding at December 31
|
134,275,609
|
|
139,840,228
|
|
139,441,298
|
|
|||
In December 2016, the Company's Board of Directors authorized the repurchase of an aggregate amount of
$1 billion
of Company common stock through the end of 2019. Share repurchases under the Company's program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. As of December 31, 2017,
$669
million of the Company’s outstanding common stock may be repurchased under the program.
The Company is not obligated to acquire any shares of its common stock and the share repurchase program may be suspended or terminated at any time at the Company's discretion. Share repurchases are subject to the terms of the Company's debt agreements, market conditions and other factors. The repurchased shares, if any, are expected to be used for the Company's stock-based benefit plans, as required, and to offset dilution resulting from the issuance of shares thereunder.
The Board of Directors has the authority to issue, at any time or from time to time, up to
30 million
shares of preferred stock and has authority to fix the designations, number and voting rights, preferences, privileges, limitations, restrictions, conversion rights and other special or relative rights, if any, of any class or series of any class of preferred stock that may be desired, provided the shares of any such class or series of preferred stock shall not be entitled to more than one vote per share when voting as a class with holders of the Company's common stock.
63
Crown Holdings, Inc.
The Company’s ability to pay dividends and repurchase its common stock is limited by certain restrictions in its debt agreements. These restrictions are subject to a number of exceptions, however, allowing the Company to make otherwise restricted payments.
The amount of restricted payments permitted to be made, including dividends and repurchases of the Company’s common stock, may be limited to the cumulative excess of $200 plus 50% of adjusted net income plus proceeds from the exercise of employee stock options over the aggregate of restricted payments made since July 2004.
Adjustments to net income may include, but are not limited to, items such as asset impairments, gains and losses from asset sales and early extinguishments of debt.
P. Stock-Based Compensation
The Company’s shareholder-approved stock-based incentive compensation plans provide for the granting of awards in the form of stock options, deferred stock, restricted stock or stock appreciation rights (“SARs”). The awards may be subject to the achievement of certain performance goals as determined by the Compensation Committee designated by the Company’s Board of Directors. There have been no awards of SARs. At
December 31, 2017
, there were
4.4 million
authorized shares available for future awards.
Stock Options
At
December 31, 2017
and
2016
there were
70,000
and
369,050
options outstanding with weighted average exercise prices of
$38.00
and
$26.74
. There were
no
stock options granted in
2017
,
2016
or
2015
. The aggregate intrinsic values of options exercised during the years ended
December 31, 2017
,
2016
and
2015
were
$7
,
$8
and
$5
. As of December 31, 2017, all outstanding options have vested and all expense has been recognized.
Restricted and Deferred Stock
Annually, the Company awards shares of restricted stock to certain senior executives in the form of time-vested restricted stock and performance-based shares. The time-vested restricted stock vests ratably over
three years
.
For awards subject to a market condition, the metric is the Company’s Total Shareholder Return (“TSR”), which includes share price appreciation and dividends paid, during the
three
-year term of the award measured against the TSR of a peer group of companies. For awards subject to a performance condition, the metric is the Company's average return on invested capital, over the three-year term.
The performance-based shares cliff vest at the end of
three years
. The number of performance-based shares that will ultimately vest is based on the level of performance achieved, ranging between
0%
and
200%
of the shares originally awarded and will be settled in shares of common stock. Participants who terminate employment because of retirement, disability or death receive accelerated vesting of their time-vested awards to the date of termination. However, restrictions will lapse on performance-based awards, if at all, on the original vesting date.
The Company also issues shares of time-vesting restricted stock to U.S. employees and deferred stock to non-U.S. employees which vest ratably over
three
to
five
years.
A summary of restricted and deferred stock activity follows:
|
|
Number of shares
|
|
|
Non-vested shares outstanding at January 1, 2017
|
1,321,292
|
|
|
Awarded:
|
|
|
|
Time-vesting
|
144,141
|
|
|
Performance-based
|
149,843
|
|
|
Released:
|
|
|
|
Time-vesting
|
(351,403
|
)
|
|
Performance-based
|
(115,732
|
)
|
|
Forfeitures:
|
||
|
Time-vesting
|
(35,550
|
)
|
|
Performance-based
|
(58,749
|
)
|
|
Non-vested shares outstanding at December 31, 2017
|
1,053,842
|
|
64
Crown Holdings, Inc.
The average grant-date fair value of restricted stock awarded in
2017
,
2016
and
2015
follows:
|
2017
|
2016
|
2015
|
|||||||||
|
Time-vested
|
$
|
55.55
|
|
$
|
51.04
|
|
$
|
53.65
|
|
||
|
Performance-based
|
51.90
|
|
51.18
|
|
49.50
|
|
|||||
The fair values of the performance-based awards that include a market condition were calculated using a Monte Carlo valuation model and the following weighted average assumptions:
|
2017
|
2016
|
2015
|
||||||
|
Risk-free interest rate
|
1.4
|
%
|
1.2
|
%
|
1.1
|
%
|
||
|
Expected term (years)
|
3
|
|
3
|
|
3
|
|
||
|
Expected stock price volatility
|
21.1
|
%
|
19.8
|
%
|
17.4
|
%
|
||
At
December 31, 2017
, unrecognized compensation cost related to outstanding restricted and deferred stock was
$27
. The weighted average period over which the expense is expected to be recognized is
1.5 years
. The aggregate market value of the shares released on the vesting dates was
$26
in 2017.
The Company maintains a Stock-Based Compensation Plan for Non-Employee Directors. Under the plan a portion of the non-employee directors' quarterly compensation is provided in the form of restricted stock. During
2017
,
$1
of stock-based compensation was recognized under this plan.
|
Q.
|
Debt
|
|
2017
|
2016
|
||||||||||||||
|
Principal
|
Carrying
|
Principal
|
Carrying
|
||||||||||||
|
outstanding
|
amount
|
outstanding
|
amount
|
||||||||||||
|
Short-term debt
|
62
|
|
62
|
|
33
|
|
33
|
|
|||||||
|
Long-term debt
|
|||||||||||||||
|
Senior secured borrowings:
|
|||||||||||||||
|
Revolving credit facilities
|
122
|
|
122
|
|
—
|
|
—
|
|
|||||||
|
Term loan facilities
|
|||||||||||||||
|
U.S. dollar at LIBOR plus 1.50% due 2022
|
741
|
|
735
|
|
654
|
|
649
|
|
|||||||
|
Euro at EURIBOR plus 1.50% due 2022
1
|
324
|
|
324
|
|
61
|
|
61
|
|
|||||||
|
Farm credit facility at LIBOR plus 2.00% due 2019
|
—
|
|
—
|
|
351
|
|
347
|
|
|||||||
|
Senior notes and debentures:
|
|
|
|||||||||||||
|
€650 at 4.0% due 2022
|
781
|
|
774
|
|
684
|
|
676
|
|
|||||||
|
U. S. dollar at 4.50% due 2023
|
1,000
|
|
992
|
|
1,000
|
|
991
|
|
|||||||
|
€600 at 2.625% due 2024
|
720
|
|
713
|
|
631
|
|
623
|
|
|||||||
|
€600 at 3.375% due 2025
|
720
|
|
711
|
|
631
|
|
622
|
|
|||||||
|
U.S. dollar at 4.25% due 2026
|
400
|
|
393
|
|
400
|
|
393
|
|
|||||||
|
U.S. dollar at 7.375% due 2026
|
350
|
|
347
|
|
350
|
|
347
|
|
|||||||
|
U.S. dollar at 7.50% due 2096
|
40
|
|
40
|
|
45
|
|
45
|
|
|||||||
|
Other indebtedness in various currencies
|
|||||||||||||||
|
Fixed rate with rates in 2017 from 3.94% to 7.5% due through 2036
|
96
|
|
96
|
|
122
|
|
122
|
|
|||||||
|
Variable rate with average rates in 2017 of 2.81% due through 2019
|
5
|
|
5
|
|
2
|
|
2
|
|
|||||||
|
Capital lease obligations
|
29
|
|
29
|
|
—
|
|
—
|
|
|||||||
|
Total long-term debt
|
5,328
|
|
5,281
|
|
4,931
|
|
4,878
|
|
|||||||
|
Less: current maturities
|
(64
|
)
|
(64
|
)
|
(162
|
)
|
(161
|
)
|
|||||||
|
Total long-term debt, less current maturities
|
$
|
5,264
|
|
$
|
5,217
|
|
$
|
4,769
|
|
$
|
4,717
|
|
|||
(1)
€270
and
€58
at December 31, 2017 and 2016.
65
Crown Holdings, Inc.
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
$5,562
at
December 31, 2017
and
$5,043
at December 31, 2016.
The revolving credit facilities include provisions for letters of credit up to
$210
that reduce the amount of borrowing capacity otherwise available. At December 31, 2017, the Company’s available borrowing capacity under the credit facilities was
$1,236
, equal to the facilities’ aggregate capacity of
$1,400
less
$122
of borrowings outstanding and
$42
of outstanding letters of credit. The interest rate on the facilities can vary from LIBOR or EURIBOR plus a margin of
1.25%
up to
1.75%
based on the Company's total net leverage ratio. The revolving credit facilities and term loans contain a total net leverage ratio financial covenant.
The weighted average interest rates were as follows:
|
2017
|
|
2016
|
|
2015
|
|
|||
|
Short-term debt
|
1.4
|
%
|
2.7
|
%
|
3.0
|
%
|
||
|
Revolving credit facilities
|
3.3
|
%
|
3.8
|
%
|
4.4
|
%
|
||
Aggregate maturities of long-term debt including capital lease obligations and excluding unamortized discounts and debt issuance costs, for the five years subsequent to 2017 are
$64
,
$71
,
$77
,
$63
and
$1,789
. Cash payments for interest during 2017, 2016 and 2015 were
$225
,
$217
and
$249
.
2017 Activity
In April 2017, the Company amended its credit agreement to provide for a
$1,400
revolving credit facility, a
$750
Term A Facility and a
€275
Term Euro Facility, which matures in 2022. In connection with the amendment, the Company recorded a loss from early extinguishment of debt of
$7
for the write-off of deferred financing fees.
2016 Activity
In February 2016, the Company amended its credit agreement to provide for an additional
$300
of term loan borrowings, the proceeds of which, along with borrowings under the revolving credit facilities and cash on hand were used to redeem the Company's
$700
principal amount of
6.25%
senior notes due 2021. In connection with the redemption, the Company recorded a loss from early extinguishment of debt of
$27
for premiums paid and the write-off of deferred financing fees.
In September 2016, the Company issued
€600
(
$720
at December 31, 2017) principal amount of
2.625%
senior unsecured notes due 2024. The notes were issued at par by Crown European Holdings S.A., a subsidiary of the Company, and are unconditionally guaranteed by the Company and certain of its subsidiaries. The Company used the proceeds to repay a portion of the Euro term loan facility. In connection with the repayment, the Company recorded a loss from early extinguishment of debt of
$7
for the write-off of deferred financing fees.
In September 2016, the Company also issued
$400
principal amount of
4.25%
senior unsecured notes due 2026. The notes were issued at par by Crown Americas LLC, a subsidiary of the Company, and are unconditionally guaranteed by the Company and certain of its subsidiaries. The Company used the proceeds to repay a portion of the U.S dollar term loan facility. In connection with the repayment, the Company recorded a loss from early extinguishment of debt of
$3
for the write-off of deferred financing fees.
R. Derivative and Other Financial Instruments
Fair Value Measurements
Under U.S. 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 reporting 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 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.
66
Crown Holdings, Inc.
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 2. The Company uses an income 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.
Fair value disclosures for financial assets and liabilities that were accounted for at fair value on a recurring basis are provided later in this note. In addition, see
Note Q
for fair value disclosures related to debt.
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 in hedging relationships, 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 hedging relationships are effective in offsetting changes in fair value or cash flows of the related underlying exposures. When a hedge no longer qualifies for hedge accounting, the change in fair value from the date of the last effectiveness test is recognized in earnings. Any gain or loss which has accumulated in other comprehensive income at the date of the last effectiveness test is reclassified into earnings at the same time of the underlying exposure.
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
December 31, 2017
mature between
one
and
thirty-four
months.
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.
67
Crown Holdings, Inc.
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.
|
Amount of gain/(loss)
|
Amount of gain/(loss)
|
||||||||||||||||
|
recognized in AOCI
|
reclassified from AOCI
|
||||||||||||||||
|
(effective portion)
|
into earnings
|
||||||||||||||||
|
Derivatives in cash flow hedges
|
2017
|
2016
|
2017
|
2016
|
|||||||||||||
|
Foreign exchange
|
$
|
2
|
|
$
|
(2
|
)
|
$
|
(2
|
)
|
$
|
3
|
|
(1)
|
||||
|
Commodities
|
39
|
|
20
|
|
23
|
|
(6
|
)
|
(2)
|
||||||||
|
Total
|
$
|
41
|
|
$
|
18
|
|
$
|
21
|
|
$
|
(3
|
)
|
|||||
(1) In 2017, a loss of
$8
(
$6
, net of tax) was recognized in net sales and a gain of
$6
(
$4
, net of tax) was recognized in cost of products sold. In 2016, a loss of
$10
(
$8
, net of tax) was recognized in net sale and a gain of
$14
(
$11
, net of tax) was recognized in cost of products sold.
(2) In 2017, a gain of
$31
, including a loss of
$2
(
$1
net of tax) related to hedge ineffectiveness caused primarily by volatility in the metal premium component of aluminum prices, was recognized in cost of products sold and a tax charge of
$8
was recognized in income tax expense. In 2016, a loss of
$8
, including a gain of
$1
(
$1
net of tax) related to hedge ineffectiveness caused primarily by volatility in the metal premium component of aluminum prices, was recognized in cost of products sold and a tax benefit of
$2
was recognized in income tax expense.
For the twelve-month period ending December 31, 2018, a net
gain
of
$24
(
$20
, net of tax) is expected to be reclassified to earnings.
No
amounts were reclassified during the
twelve months ended December 31
,
2017
and
2016
in connection with anticipated transactions that were no longer considered probable.
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.
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 from re-measurement 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 loss of less than
$1
for the
twelve months ended December 31
,
2017
and a loss of
$8
for the
twelve months ended December 31
,
2016
. The impact on earnings from foreign exchange contracts not designated as hedges was a gain of
$41
for the
twelve months ended December 31
,
2017
and a
gain
of
$11
for the same period in
2016
. These adjustments were reported within translation and foreign exchange in the Consolidated Statements of Operations and were offset by changes in the fair values of the related hedged item.
During the
twelve months ended December 31
,
2017
and 2016, certain commodity hedges did not meet the criteria for hedge accounting and therefore the change in their fair value during the quarter was recognized in earnings. For the
twelve months ended December 31
,
2017
and 2016, the Company recognized a gain of
$2
(
$1
, net of tax) and a loss of
$7
(
$5
, net of tax) related to these ineffective hedges.
Net Investment Hedges
During the twelve months ended December 31, 2017 and 2016, the Company recorded a loss of
$153
(
$134
, net of tax) and a gain of
$35
(
$23
, net of tax) in accumulated other comprehensive income for certain debt instruments that are designated as hedges of the Company's net investment in a euro-based subsidiary.
68
Crown Holdings, Inc.
Fair Values of Derivative Financial Instruments and Valuation Hierarchy
The following table sets forth the fair value hierarchy for the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis.
|
Derivative assets
|
Balance Sheet classification
|
Fair Value hierarchy
|
December 31, 2017
|
December 31, 2016
|
||||||||
|
Derivatives designated as hedges:
|
||||||||||||
|
Foreign exchange
|
Other current assets
|
2
|
$
|
12
|
|
$
|
24
|
|
||||
|
Commodities
|
Other current assets
|
2
|
25
|
|
13
|
|
||||||
|
Commodities
|
Other non-current assets
|
2
|
4
|
|
3
|
|
||||||
|
Derivatives not designated as hedges:
|
||||||||||||
|
Commodities
|
Other current assets
|
2
|
22
|
|
5
|
|
||||||
|
Total
|
$
|
63
|
|
$
|
45
|
|
||||||
|
Derivative liabilities
|
|
|
||||||||||
|
Derivatives designated as hedges:
|
||||||||||||
|
Foreign exchange
|
Accounts payable and accrued liabilities
|
2
|
$
|
8
|
|
$
|
28
|
|
||||
|
Commodities
|
Accounts payable and accrued liabilities
|
2
|
—
|
|
3
|
|
||||||
|
Foreign exchange
|
Other non-current liabilities
|
2
|
—
|
|
1
|
|
||||||
|
Derivatives not designated as hedges:
|
||||||||||||
|
Foreign exchange
|
Accounts payable and accrued liabilities
|
2
|
—
|
|
5
|
|
||||||
|
Commodities
|
Accounts payable and accrued liabilities
|
2
|
15
|
|
—
|
|
||||||
|
Total
|
$
|
23
|
|
$
|
37
|
|
||||||
Offsetting of Derivative Assets and Liabilities
Certain derivative financial instruments are subject to agreements with counterparties similar to master netting arrangements and are eligible for offset. The Company has made an accounting policy election not to offset the fair values of these instruments within the statement of financial position. In the table below, the aggregate fair values of the Company's derivative assets and liabilities are presented on both a gross and net basis, where appropriate.
|
Gross amounts recognized in the Balance Sheet
|
Gross amounts not offset in the Balance Sheet
|
Net amount
|
|||||||
|
Balance at December 31, 2017
|
|||||||||
|
Derivative assets
|
$
|
63
|
|
$
|
17
|
|
$
|
46
|
|
|
Derivative liabilities
|
23
|
|
17
|
|
6
|
|
|||
|
Balance at December 31, 2016
|
|||||||||
|
Derivative assets
|
$
|
45
|
|
$
|
6
|
|
$
|
39
|
|
|
Derivative liabilities
|
37
|
|
6
|
|
31
|
|
|||
69
Crown Holdings, Inc.
Notional Values of Outstanding Derivative Instruments
The aggregate U.S. dollar-equivalent notional values of outstanding derivative instruments in the Consolidated Balance Sheets were:
|
December 31, 2017
|
December 31, 2016
|
||||||
|
Derivatives in cash flow hedges:
|
|||||||
|
Foreign exchange
|
$
|
864
|
|
$
|
644
|
|
|
|
Commodities
|
276
|
|
180
|
|
|||
|
Derivatives in fair value hedges:
|
|||||||
|
Foreign exchange
|
60
|
|
73
|
|
|||
|
Derivatives not designated as hedges:
|
|||||||
|
Foreign exchange
|
575
|
|
618
|
|
|||
|
Commodities
|
40
|
|
72
|
|
|||
|
S.
|
Earnings Per Share
|
The following table summarizes basic and diluted earnings per share (EPS). Basic EPS excludes all potentially dilutive securities and is computed by dividing net income attributable to Crown Holdings by the weighted average number of common shares outstanding during the period. Diluted EPS includes the effect of stock options and restricted stock as calculated under the treasury stock method.
|
|
2017
|
2016
|
2015
|
||||||||
|
Net income attributable to Crown Holdings
|
$
|
323
|
|
$
|
496
|
|
$
|
393
|
|
||
|
Weighted average shares outstanding (in millions):
|
|||||||||||
|
Basic
|
135.29
|
|
138.53
|
|
137.94
|
|
|||||
|
Add: dilutive stock options and restricted stock
|
0.32
|
|
0.78
|
|
1.20
|
|
|||||
|
Diluted
|
135.61
|
|
139.31
|
|
139.14
|
|
|||||
|
Basic EPS
|
$
|
2.39
|
|
$
|
3.58
|
|
$
|
2.85
|
|
||
|
Diluted EPS
|
$
|
2.38
|
|
$
|
3.56
|
|
$
|
2.82
|
|
||
|
Contingently issuable shares excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive
|
—
|
|
0.5
|
|
0.1
|
|
|||||
For purposes of calculating assumed proceeds under the treasury stock method when determining the diluted weighted average shares outstanding, in 2016 and 2015 the Company excluded the impact of windfall tax benefits unless the deduction reduced cash taxes payable.
T. Pension and Other Postretirement Benefits
In 2016, the Company changed the method used to estimate the service and interest cost components of net periodic pension and postretirement benefits cost. The new method uses the spot yield curve approach to estimate the service and interest cost by applying the specific spot rates along the yield curve used to determine the benefit plan obligations to relevant projected cash outflows. Previously, the service and interest cost components were determined using a single weighted-average discount rate. The change does not affect the measurement of the total benefit plan obligation. The spot yield curve approach provides a more precise measure of service and interest cost by improving the correlation between the projected benefit cash flows and the discrete spot yield curve rates. The company accounted for this change as a change in estimate prospectively beginning in 2016.
Pensions.
The Company sponsors various pension plans covering certain U.S. and non-U.S. employees, and participates in certain multi-employer pension plans. The benefits under the Company plans are based primarily on years of service and either the employees’ remuneration near retirement or a fixed dollar multiple.
A measurement date of December 31 was used for all plans presented below.
The components of pension expense were as follows:
|
U.S. Plans
|
2017
|
2016
|
2015
|
||||||||
|
Service cost
|
$
|
14
|
|
$
|
14
|
|
$
|
14
|
|
||
|
Interest cost
|
50
|
|
50
|
|
63
|
|
|||||
|
Expected return on plan assets
|
(83
|
)
|
(91
|
)
|
(100
|
)
|
|||||
|
Amortization of actuarial loss
|
52
|
|
50
|
|
50
|
|
|||||
|
Amortization of prior service cost
|
1
|
|
1
|
|
—
|
|
|||||
|
Net periodic cost
|
$
|
34
|
|
$
|
24
|
|
$
|
27
|
|
||
|
Non-U.S. Plans
|
2017
|
2016
|
2015
|
||||||||
|
Service cost
|
$
|
22
|
|
$
|
21
|
|
$
|
24
|
|
||
|
Interest cost
|
75
|
|
101
|
|
127
|
|
|||||
|
Expected return on plan assets
|
(146
|
)
|
(157
|
)
|
(172
|
)
|
|||||
|
Amortization of actuarial loss
|
42
|
|
50
|
|
55
|
|
|||||
|
Amortization of prior service credit
|
(11
|
)
|
(12
|
)
|
(13
|
)
|
|||||
|
Net periodic benefit / (cost)
|
$
|
(18
|
)
|
$
|
3
|
|
$
|
21
|
|
||
Additional pension expense of
$5
was recognized in each of 2017, 2016 and 2015 for multi-employer plans. Also, in 2016, the Company recorded settlement charges of
$14
, which were included in restructuring and other in the Consolidated Statement of Operations.
The projected benefit obligations, accumulated benefit obligations, plan assets and funded status of the Company's U.S. and non-U.S. plans were as follows:
|
|
U.S. Plans
|
Non-U.S. Plans
|
|||||||||||||
|
|
2017
|
2016
|
2017
|
2016
|
|||||||||||
|
Projected Benefit Obligations
|
|||||||||||||||
|
Benefit obligations at January 1
|
$
|
1,482
|
|
$
|
1,501
|
|
$
|
3,283
|
|
$
|
3,493
|
|
|||
|
Service cost
|
14
|
|
14
|
|
22
|
|
21
|
|
|||||||
|
Interest cost
|
50
|
|
50
|
|
75
|
|
101
|
|
|||||||
|
Plan participants’ contributions
|
—
|
|
—
|
|
3
|
|
3
|
|
|||||||
|
Amendments
|
4
|
|
3
|
|
—
|
|
—
|
|
|||||||
|
Settlements
|
—
|
|
(39
|
)
|
(7
|
)
|
—
|
|
|||||||
|
Actuarial loss
|
51
|
|
54
|
|
39
|
|
382
|
|
|||||||
|
Benefits paid
|
(102
|
)
|
(101
|
)
|
(214
|
)
|
(172
|
)
|
|||||||
|
Foreign currency translation
|
—
|
|
—
|
|
306
|
|
(545
|
)
|
|||||||
|
Benefit obligations at December 31
|
$
|
1,499
|
|
$
|
1,482
|
|
$
|
3,507
|
|
$
|
3,283
|
|
|||
|
Plan Assets
|
|||||||||||||||
|
Fair value of plan assets at January 1
|
$
|
1,156
|
|
$
|
1,190
|
|
$
|
3,152
|
|
$
|
3,169
|
|
|||
|
Actual return on plan assets
|
162
|
|
65
|
|
134
|
|
611
|
|
|||||||
|
Employer contributions
|
4
|
|
41
|
|
290
|
|
62
|
|
|||||||
|
Plan participants’ contributions
|
—
|
|
—
|
|
3
|
|
3
|
|
|||||||
|
Settlements
|
—
|
|
(39
|
)
|
(7
|
)
|
—
|
|
|||||||
|
Benefits paid
|
(102
|
)
|
(101
|
)
|
(214
|
)
|
(172
|
)
|
|||||||
|
Foreign currency translation
|
—
|
|
—
|
|
307
|
|
(521
|
)
|
|||||||
|
Fair value of plan assets at December 31
|
$
|
1,220
|
|
$
|
1,156
|
|
$
|
3,665
|
|
$
|
3,152
|
|
|||
|
Funded Status
|
$
|
(279
|
)
|
$
|
(326
|
)
|
$
|
158
|
|
$
|
(131
|
)
|
|||
|
Accumulated benefit obligations at December 31
|
$
|
1,445
|
|
$
|
1,446
|
|
$
|
3,418
|
|
$
|
3,191
|
|
|||
70
Crown Holdings, Inc.
Information for pension plans with accumulated benefit obligations in excess of plan assets was as follows:
|
U.S. Plans
|
2017
|
2016
|
|||||
|
Projected benefit obligations
|
$
|
1,499
|
|
$
|
1,482
|
|
|
|
Accumulated benefit obligations
|
1,445
|
|
1,446
|
|
|||
|
Fair value of plan assets
|
1,220
|
|
1,156
|
|
|||
|
Non-U.S. Plans
|
2017
|
2016
|
|||||
|
Projected benefit obligations
|
$
|
247
|
|
$
|
224
|
|
|
|
Accumulated benefit obligations
|
223
|
|
200
|
|
|||
|
Fair value of plan assets
|
94
|
|
85
|
|
|||
The Company’s investment strategy in its U.S. plan is designed to generate returns that are consistent with providing benefits to plan participants within the risk tolerance of the plan. Asset allocation is the primary determinant of return levels and investment risk exposure. The assets of the plan are broadly diversified in terms of securities and security types in order to limit the potential of large losses from any one security.
The strategic ranges for asset allocation in the U.S. plan are as follows:
|
U.S. equities
|
38
|
%
|
to
|
48
|
%
|
|
International equities
|
12
|
%
|
to
|
18
|
%
|
|
Fixed income
|
15
|
%
|
to
|
25
|
%
|
|
Balanced funds
|
12
|
%
|
to
|
18
|
%
|
|
Real estate
|
5
|
%
|
to
|
10
|
%
|
The Company’s investment strategy in its U.K. plan, the largest non-U.S. plan, is designed to achieve a funding level of
100%
within the next
9
years by targeting an expected return of
2.0%
annually in excess of the expected growth in the liabilities. The Company seeks to achieve this return with a risk level commensurate with a
5%
chance of the funding level falling between
4%
and
7%
in any one year. The strategic ranges for asset allocation in the U.K. plan are as follows:
|
Investment grade credit
|
30
|
%
|
to
|
90
|
%
|
|
Equities
|
0
|
%
|
to
|
30
|
%
|
|
Hedge funds
|
0
|
%
|
to
|
10
|
%
|
|
Real estate
|
0
|
%
|
to
|
5
|
%
|
|
Private equity
|
0
|
%
|
to
|
15
|
%
|
|
Alternative credit
|
0
|
%
|
to
|
20
|
%
|
|
Other
|
0
|
%
|
to
|
15
|
%
|
Pension assets are classified into three levels. Level 1 asset values are derived from quoted prices which are available in active markets as of the report date. Level 2 asset values are derived from 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 asset values are derived from unobservable pricing inputs that are not corroborated by market data or other objective sources.
Level 1 Investments
Equity securities are valued at the latest quoted prices taken from the primary exchange on which the security trades. Mutual funds are valued at the net asset value (NAV) of shares held at year-end.
71
Crown Holdings, Inc.
Level 2 Investments
Fixed income securities, including government issued debt, corporate debt, asset-backed and structured debt securities are valued using the latest bid prices or valuations based on a matrix system (which considers such factors as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and other reference data including market research publications. Derivatives, which consist mainly of interest rate swaps, are valued using a discounted cash flow pricing model based on observable market data.
Level 3 Investments
Hedge funds and private equity funds are valued at the NAV at year-end. The values assigned to private equity funds are based upon assessments of each underlying investment, incorporating valuations that consider the evaluation of financing and sale transactions with third parties, expected cash flows and market-based information, including comparable transactions, and performance multiples among other factors. Real estate investments are based on third party appraisals.
Investments Measured Using NAV per Share Practical Expedient
The investment funds’ portfolio invested in the following: Global Equity, that invests in equity securities of various market sectors including industrial materials, consumer discretionary goods and services, financial infrastructure, technology, and health care; Emerging Markets that invest in equity markets within financial services, consumer goods and services, energy, and technology; and Fixed Income.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair value. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in different fair value measurements at the reporting date.
The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and their placement within the fair value hierarchy.
72
Crown Holdings, Inc.
The levels assigned to the defined benefit plan assets as of December 31, 2017 and 2016 are summarized in the tables below:
|
|
2017
|
|||||||||||
|
|
U.S. plan
assets
|
Non-U.S. plan
assets
|
Total
|
|||||||||
|
Level 1
|
||||||||||||
|
Cash and cash equivalents
|
$
|
13
|
|
$
|
304
|
|
$
|
317
|
|
|||
|
Global large cap equity
|
—
|
|
34
|
|
34
|
|
||||||
|
U.S. large cap equity
|
82
|
|
32
|
|
114
|
|
||||||
|
Global mid/small cap equity
|
—
|
|
10
|
|
10
|
|
||||||
|
U.S. mid/small cap equity
|
247
|
|
32
|
|
279
|
|
||||||
|
Mutual funds – global equity
|
175
|
|
—
|
|
175
|
|
||||||
|
Mutual funds – U.S. equity
|
225
|
|
—
|
|
225
|
|
||||||
|
Mutual funds – fixed income
|
93
|
|
—
|
|
93
|
|
||||||
|
835
|
|
412
|
|
1,247
|
|
|||||||
|
Level 2
|
||||||||||||
|
Government issued debt securities
|
50
|
|
556
|
|
606
|
|
||||||
|
Corporate debt securities
|
76
|
|
4
|
|
80
|
|
||||||
|
Asset backed securities
|
9
|
|
—
|
|
9
|
|
||||||
|
Structured debt
|
—
|
|
904
|
|
904
|
|
||||||
|
Insurance contracts
|
—
|
|
18
|
|
18
|
|
||||||
|
Derivatives
|
—
|
|
136
|
|
136
|
|
||||||
|
Investment funds – fixed income
|
3
|
|
482
|
|
485
|
|
||||||
|
Investment funds – global equity
|
—
|
|
132
|
|
132
|
|
||||||
|
138
|
|
2,232
|
|
2,370
|
|
|||||||
|
Level 3
|
||||||||||||
|
Investment funds – real estate
|
94
|
|
64
|
|
158
|
|
||||||
|
Hedge funds
|
—
|
|
189
|
|
189
|
|
||||||
|
Private equity
|
15
|
|
132
|
|
147
|
|
||||||
|
Real estate – direct
|
18
|
|
6
|
|
24
|
|
||||||
|
127
|
|
391
|
|
518
|
|
|||||||
|
Total assets in fair value hierarchy
|
1,100
|
|
3,035
|
|
4,135
|
|
||||||
|
Investments measured at NAV Practical Expedient (a)
|
||||||||||||
|
Investment funds – fixed income
|
76
|
|
123
|
|
199
|
|
||||||
|
Investment funds – global equity
|
19
|
|
183
|
|
202
|
|
||||||
|
Investment funds – emerging markets
|
24
|
|
—
|
|
24
|
|
||||||
|
Hedge funds
|
—
|
|
251
|
|
251
|
|
||||||
|
Investment funds – real estate
|
—
|
|
68
|
|
68
|
|
||||||
|
|
|
119
|
|
625
|
|
744
|
|
|||||
|
Total investments at fair value
|
|
$
|
1,219
|
|
$
|
3,660
|
|
$
|
4,879
|
|
||
73
Crown Holdings, Inc.
|
|
2016
|
|||||||||||
|
|
U.S. plan
assets
|
Non-U.S. plan
assets
|
Total
|
|||||||||
|
Level 1
|
||||||||||||
|
Cash and cash equivalents
|
$
|
15
|
|
$
|
83
|
|
$
|
98
|
|
|||
|
Global large cap equity
|
—
|
|
14
|
|
14
|
|
||||||
|
U.S. large cap equity
|
60
|
|
6
|
|
66
|
|
||||||
|
Global mid/small cap equity
|
—
|
|
5
|
|
5
|
|
||||||
|
U.S. mid/small cap equity
|
238
|
|
24
|
|
262
|
|
||||||
|
Mutual funds – global equity
|
149
|
|
2
|
|
151
|
|
||||||
|
Mutual funds – U.S. equity
|
214
|
|
—
|
|
214
|
|
||||||
|
Mutual funds – fixed income
|
92
|
|
—
|
|
92
|
|
||||||
|
768
|
|
134
|
|
902
|
|
|||||||
|
Level 2
|
||||||||||||
|
Government issued debt securities
|
49
|
|
514
|
|
563
|
|
||||||
|
Corporate debt securities
|
75
|
|
61
|
|
136
|
|
||||||
|
Asset backed securities
|
11
|
|
2
|
|
13
|
|
||||||
|
Structured debt
|
—
|
|
695
|
|
695
|
|
||||||
|
Insurance contracts
|
—
|
|
16
|
|
16
|
|
||||||
|
Derivatives
|
—
|
|
98
|
|
98
|
|
||||||
|
Investment funds – fixed income
|
2
|
|
496
|
|
498
|
|
||||||
|
Investment funds – global equity
|
—
|
|
82
|
|
82
|
|
||||||
|
137
|
|
1,964
|
|
2,101
|
|
|||||||
|
Level 3
|
||||||||||||
|
Investment funds – real estate
|
85
|
|
47
|
|
132
|
|
||||||
|
Hedge funds
|
—
|
|
207
|
|
207
|
|
||||||
|
Private equity
|
22
|
|
193
|
|
215
|
|
||||||
|
Real estate – direct
|
17
|
|
5
|
|
22
|
|
||||||
|
124
|
|
452
|
|
576
|
|
|||||||
|
Total assets in fair value hierarchy
|
1,029
|
|
2,550
|
|
3,579
|
|
||||||
|
Investments measured at NAV Practical Expedient (a)
|
||||||||||||
|
Investment funds – fixed income
|
77
|
|
110
|
|
187
|
|
||||||
|
Investment funds – global equity
|
26
|
|
243
|
|
269
|
|
||||||
|
Investment funds – emerging markets
|
23
|
|
—
|
|
23
|
|
||||||
|
Hedge funds
|
—
|
|
186
|
|
186
|
|
||||||
|
Investment funds – real estate
|
—
|
|
57
|
|
57
|
|
||||||
|
126
|
|
596
|
|
722
|
|
|||||||
|
Total investments at fair value
|
$
|
1,155
|
|
$
|
3,146
|
|
$
|
4,301
|
|
|||
(a) In accordance with ASU No. 2015-07, certain investments that are measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy.
Accrued income excluded from the tables above was as follows:
|
2017
|
2016
|
||||||
|
U.S. plan assets
|
$
|
1
|
|
$
|
1
|
|
|
|
Non-U.S. plan assets
|
5
|
|
6
|
|
|||
Plan assets include
$189
and
$177
of the Company’s common stock at December 31, 2017 and 2016.
74
Crown Holdings, Inc.
The following tables reconcile the beginning and ending balances of plan assets measured using significant unobservable inputs (Level 3).
|
Hedge
funds
|
Private
equity
|
Real
estate
|
Total
|
|||||||||||||
|
Balance at January 1, 2016
|
$
|
225
|
|
$
|
281
|
|
$
|
136
|
|
$
|
642
|
|
||||
|
Foreign currency translation
|
(37
|
)
|
(42
|
)
|
(4
|
)
|
(83
|
)
|
||||||||
|
Asset returns – assets held at reporting date
|
24
|
|
2
|
|
10
|
|
36
|
|
||||||||
|
Asset returns – assets sold during the period
|
1
|
|
36
|
|
—
|
|
37
|
|
||||||||
|
Purchases, sales and settlements, net
|
(6
|
)
|
(62
|
)
|
12
|
|
(56
|
)
|
||||||||
|
Balance at December 31, 2016
|
207
|
|
215
|
|
154
|
|
576
|
|
||||||||
|
Foreign currency translation
|
20
|
|
19
|
|
5
|
|
44
|
|
||||||||
|
Asset returns – assets held at reporting date
|
(38
|
)
|
(57
|
)
|
7
|
|
(88
|
)
|
||||||||
|
Asset returns – assets sold during the period
|
32
|
|
53
|
|
—
|
|
85
|
|
||||||||
|
Purchases, sales and settlements, net
|
(32
|
)
|
(83
|
)
|
16
|
|
(99
|
)
|
||||||||
|
Balance at December 31, 2017
|
$
|
189
|
|
$
|
147
|
|
$
|
182
|
|
$
|
518
|
|
||||
The following table presents additional information about the pension plan assets valued using net asset value as a practical expedient:
|
Fair Value
|
Redemption Frequency
|
Redemption Notice Period
|
|||
|
Balance at December 31, 2017
|
|||||
|
Investment funds – fixed income
|
$
|
199
|
|
Daily
|
1 day
|
|
Investment funds – global equity
|
202
|
|
Monthly
|
1 - 30 days
|
|
|
Investment funds – emerging markets
|
24
|
|
Daily
|
30 days
|
|
|
Hedge funds
|
251
|
|
Monthly
|
3 - 45 days
|
|
|
Investment funds – real estate
|
68
|
|
Weekly
|
2 days
|
|
|
Balance at December 31, 2016
|
|||||
|
Investment funds – fixed income
|
$
|
187
|
|
Daily
|
1 - 15 days
|
|
Investment funds – global equity
|
269
|
|
Monthly
|
1 - 30 days
|
|
|
Investment funds – emerging markets
|
23
|
|
Daily
|
30 days
|
|
|
Hedge funds
|
186
|
|
Monthly
|
5 - 45 days
|
|
|
Investment funds – real estate
|
57
|
|
Weekly
|
2 days
|
|
The pension plan assets valued using net asset value as a practical expedient do not have any unfunded commitments.
Pension assets and liabilities included in the Consolidated Balance Sheets were:
|
2017
|
2016
|
|||||||
|
Non-current assets
|
$
|
313
|
|
$
|
14
|
|
||
|
Current liabilities
|
6
|
|
8
|
|
||||
|
Non-current liabilities
|
434
|
|
469
|
|
||||
The Company’s current liability at December 31, 2017, represents the expected required payments to be made for unfunded plans over the next twelve months. Total estimated 2017 employer contributions are
$18
for the Company’s pension plans.
75
Crown Holdings, Inc.
Changes in the net loss and prior service credit for the Company’s pension plans were:
|
|
2017
|
2016
|
2015
|
|||||||||||||||||||||
|
|
Net loss
|
Prior
service
|
Net loss
|
Prior
service
|
Net
loss
|
Prior
service
|
||||||||||||||||||
|
Balance at January 1
|
$
|
2,032
|
|
$
|
(32
|
)
|
$
|
2,320
|
|
$
|
(54
|
)
|
$
|
2,423
|
|
$
|
(71
|
)
|
||||||
|
Reclassification to net periodic benefit cost
|
(95
|
)
|
14
|
|
(114
|
)
|
11
|
|
(105
|
)
|
13
|
|
||||||||||||
|
Current year loss/(gain)
|
21
|
|
—
|
|
13
|
|
—
|
|
95
|
|
—
|
|
||||||||||||
|
Amendments
|
—
|
|
4
|
|
—
|
|
3
|
|
—
|
|
—
|
|
||||||||||||
|
Foreign currency translation
|
99
|
|
(2
|
)
|
(187
|
)
|
8
|
|
(93
|
)
|
4
|
|
||||||||||||
|
Balance at December 31
|
$
|
2,057
|
|
$
|
(16
|
)
|
$
|
2,032
|
|
$
|
(32
|
)
|
$
|
2,320
|
|
$
|
(54
|
)
|
||||||
The estimated portions of the net losses and net prior service that are expected to be recognized as components of net periodic benefit cost / (credit) in 2018 are
$93
and
$(10)
.
Expected future benefit payments as of December 31, 2017 are:
|
U.S.
plans
|
Non-U.S.
plans
|
||||||
|
2018
|
$
|
102
|
|
$
|
161
|
|
|
|
2019
|
107
|
|
164
|
|
|||
|
2020
|
107
|
|
167
|
|
|||
|
2021
|
98
|
|
166
|
|
|||
|
2022
|
100
|
|
168
|
|
|||
|
2023 - 2027
|
491
|
|
846
|
|
|||
The weighted average actuarial assumptions used to calculate the benefit obligations at December 31 were:
|
U.S. Plans
|
2017
|
2016
|
2015
|
||||||
|
Discount rate
|
3.7
|
%
|
4.2
|
%
|
4.4
|
%
|
|||
|
Compensation increase
|
4.7
|
%
|
4.6
|
%
|
4.6
|
%
|
|||
|
Non-U.S. Plans
|
2017
|
2016
|
2015
|
||||||
|
Discount rate
|
2.5
|
%
|
2.7
|
%
|
3.7
|
%
|
|||
|
Compensation increase
|
3.2
|
%
|
3.3
|
%
|
2.9
|
%
|
|||
The weighted average actuarial assumptions used to calculate pension expense for each year were:
|
U.S. Plans
|
2017
|
2016
|
2015
|
||||||
|
Discount rate - service cost
|
4.7
|
%
|
4.9
|
%
|
4.0
|
%
|
|||
|
Discount rate - interest cost
|
3.4
|
%
|
3.5
|
%
|
4.0
|
%
|
|||
|
Compensation increase
|
4.6
|
%
|
4.6
|
%
|
4.6
|
%
|
|||
|
Long-term rate of return
|
7.5
|
%
|
8.0
|
%
|
8.0
|
%
|
|||
|
Non-U.S. Plans
|
2017
|
2016
|
2015
|
||||||
|
Discount rate - service cost
|
2.8
|
%
|
3.9
|
%
|
3.4
|
%
|
|||
|
Discount rate - interest cost
|
2.3
|
%
|
3.2
|
%
|
3.4
|
%
|
|||
|
Compensation increase
|
3.3
|
%
|
2.9
|
%
|
2.7
|
%
|
|||
|
Long-term rate of return
|
4.5
|
%
|
5.4
|
%
|
5.2
|
%
|
|||
The expected long-term rates of return are determined at each measurement date based on a review of the actual plan assets, the target allocation, and the historical returns of the capital markets.
76
Crown Holdings, Inc.
The U.S. plan’s 2017 assumed asset rate of return was based on a calculation using underlying assumed rates of return of
9.2%
for equity securities and alternative investments,
4.2%
for debt securities and
5.0%
for real estate. The rate of return used for equity securities and alternative investments was based on the total return of the S&P 500 for the
25
year period ended December 31, 2016. The Company believes that the equity securities included in the S&P 500 are representative of the equity securities and alternative investments held by its U.S. plan, and that this period provides a sufficient time horizon as a basis for estimating future returns. The rate of return used for debt securities is consistent with the U.S. plan discount rate and the return on AA corporate bonds with duration equal to the plan’s liabilities. The underlying debt securities in the plan are primarily invested in various corporate and government agency securities and are benchmarked against returns on AA corporate bonds.
The U.K. plan’s 2017 assumed asset rate of return was based on a calculation using underlying assumed rates of return of
8.5%
for equity securities and alternative investments,
2.5%
for debt securities and
5.0%
for real estate. The assumed rate of return for equity securities and alternative investments represents the weighted average
25
year return of equity securities in the related markets. The Company believes that the equity securities included in the related market indexes are representative of the equity securities and alternative investments held by its U.K. plan, and that this period provides a sufficient time horizon as a basis for estimating future returns.
Other Postretirement Benefit Plans.
The Company sponsors unfunded plans to provide health care and life insurance benefits to certain pensioners and survivors. Generally, the medical plans pay a stated percentage of medical expenses reduced by deductibles and other coverages. Life insurance benefits are generally provided by insurance contracts. The Company reserves the right, subject to existing agreements, to change, modify or discontinue the plans. A measurement date of December 31 was used for the plans presented below.
The components of net postretirement benefits cost were as follows:
|
Other Postretirement Benefits
|
2017
|
2016
|
2015
|
||||||||
|
Service cost
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
||
|
Interest cost
|
6
|
|
6
|
|
7
|
|
|||||
|
Amortization of prior service credit
|
(40
|
)
|
(41
|
)
|
(37
|
)
|
|||||
|
Amortization of actuarial loss
|
4
|
|
5
|
|
4
|
|
|||||
|
Net periodic benefit credit
|
$
|
(30
|
)
|
$
|
(30
|
)
|
$
|
(25
|
)
|
||
Changes in the benefit obligations were:
|
2017
|
2016
|
|||||||
|
Benefit obligations at January 1
|
$
|
167
|
|
$
|
171
|
|
||
|
Service cost
|
—
|
|
—
|
|
||||
|
Interest cost
|
6
|
|
6
|
|
||||
|
Actuarial loss
|
4
|
|
7
|
|
||||
|
Benefits paid
|
(13
|
)
|
(15
|
)
|
||||
|
Foreign currency translation
|
4
|
|
(2
|
)
|
||||
|
Benefit obligations at December 31
|
$
|
168
|
|
$
|
167
|
|
||
Changes in the net loss and prior service credit for the Company’s postretirement benefit plans were:
|
|
2017
|
2016
|
2015
|
|||||||||||||||||||||
|
|
Net
loss
|
Prior
service
|
Net
loss
|
Prior
service
|
Net
loss
|
Prior
service
|
||||||||||||||||||
|
Balance at January 1
|
$
|
49
|
|
$
|
(182
|
)
|
$
|
47
|
|
$
|
(225
|
)
|
$
|
69
|
|
$
|
(211
|
)
|
||||||
|
Reclassification to net periodic benefit cost
|
(4
|
)
|
40
|
|
(5
|
)
|
41
|
|
(4
|
)
|
37
|
|
||||||||||||
|
Current year loss
|
4
|
|
—
|
|
7
|
|
—
|
|
(18
|
)
|
—
|
|
||||||||||||
|
Amendments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(51
|
)
|
||||||||||||
|
Foreign currency translation
|
—
|
|
—
|
|
—
|
|
2
|
|
—
|
|
—
|
|
||||||||||||
|
Balance at December 31
|
$
|
49
|
|
$
|
(142
|
)
|
$
|
49
|
|
$
|
(182
|
)
|
$
|
47
|
|
$
|
(225
|
)
|
||||||
77
Crown Holdings, Inc.
The estimated portions of the net losses and prior service credits that are expected to be recognized as components of net periodic benefit cost/(credit) in 2017 are
$4
and
$(37)
.
Expected future benefit payments are as follows:
|
|
Benefit Payments
|
||
|
2018
|
$
|
14
|
|
|
2019
|
14
|
|
|
|
2020
|
14
|
|
|
|
2021
|
13
|
|
|
|
2022
|
13
|
|
|
|
2023 - 2027
|
56
|
|
|
The assumed health care cost trend rates at December 31, 2017 were as follows:
|
Health care cost trend rate assumed for 2018
|
4.6
|
%
|
|
Rate that the cost trend rate gradually declines to
|
3.8
|
%
|
|
Year that the rate reaches the rate it is assumed to remain
|
2035
|
|
A one-percentage-point change in assumed health care cost trend rates would have the following effects:
|
|
One percentage point
|
|||||||
|
|
Increase
|
Decrease
|
||||||
|
Effect on total service and interest cost
|
$
|
1
|
|
$
|
1
|
|
||
|
Effect on postretirement benefit obligation
|
$
|
7
|
|
$
|
6
|
|
||
Weighted average discount rates used to calculate the benefit obligations at the end of each year and the cost for each year are presented below.
|
2017
|
2016
|
2015
|
||||||
|
Benefit obligations
|
3.8
|
%
|
4.0
|
%
|
3.9
|
%
|
||
|
Service cost
|
5.0
|
%
|
4.9
|
%
|
4.0
|
%
|
||
|
Interest cost
|
3.5
|
%
|
3.6
|
%
|
4.0
|
%
|
||
Employee Savings Plan.
The Company sponsors a Savings Investment Plan which covers substantially all U.S. salaried employees who are at least
21
years of age. The Company matches up to
50%
of
3%
of a participant’s compensation and the total Company contributions were
$2
in each of the last three years.
Employee Stock Purchase Plan.
The Company sponsors an Employee Stock Purchase Plan which covers all U.S. employees with one or more years of service who are non-officers and non-highly compensated as defined by the Internal Revenue Code. Eligible participants contribute
85%
of the quarter-ending market price towards the purchase of each common share. The Company’s contribution is equivalent to
15%
of the quarter-ending market price. Total shares purchased under the plan in 2017 and 2016 were
25,511
and
26,299
and the Company’s contributions were less than
$1
in both years.
|
U.
|
Income Taxes
|
The components of income before income taxes were as follows:
|
2017
|
2016
|
2015
|
|||||||||
|
U.S.
|
$
|
10
|
|
$
|
(3
|
)
|
$
|
18
|
|
||
|
Foreign
|
819
|
|
772
|
|
621
|
|
|||||
|
$
|
829
|
|
$
|
769
|
|
$
|
639
|
|
|||
78
Crown Holdings, Inc.
The provision for income taxes consisted of the following:
|
2017
|
2016
|
2015
|
|||||||||
|
Current tax:
|
|||||||||||
|
U.S. federal
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
6
|
|
||
|
State and foreign
|
154
|
|
171
|
|
147
|
|
|||||
|
$
|
154
|
|
$
|
170
|
|
$
|
153
|
|
|||
|
Deferred tax:
|
|||||||||||
|
U.S. federal
|
$
|
217
|
|
$
|
19
|
|
$
|
12
|
|
||
|
State and foreign
|
30
|
|
(3
|
)
|
13
|
|
|||||
|
247
|
|
16
|
|
25
|
|
||||||
|
Total
|
$
|
401
|
|
$
|
186
|
|
$
|
178
|
|
||
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:
|
|
2017
|
2016
|
2015
|
||||||||
|
U.S. statutory rate at 35%
|
$
|
290
|
|
$
|
269
|
|
$
|
224
|
|
||
|
Tax on foreign income
|
(81
|
)
|
(88
|
)
|
(74
|
)
|
|||||
|
Valuation allowance
|
9
|
|
(14
|
)
|
21
|
|
|||||
|
Tax contingencies
|
6
|
|
11
|
|
13
|
|
|||||
|
Tax law changes
|
174
|
|
3
|
|
4
|
|
|||||
|
Other items, net
|
3
|
|
5
|
|
(10
|
)
|
|||||
|
Income tax provision
|
$
|
401
|
|
$
|
186
|
|
$
|
178
|
|
||
The Company benefits from certain incentives in Brazil which allow it to pay reduced income taxes. The incentives expire at various dates beginning in
2019
. These incentives increased net income attributable to the Company by
$14
,
$13
and
$8
in 2017, 2016 and 2015.
The Company paid taxes of
$154
,
$158
and
$137
in 2017, 2016 and 2015.
The Tax Act resulted in significant changes from previous tax law, including reduction of the U.S. corporate tax rate from
35%
to
21%
and a one-time tax imposed on the unremitted earnings of other non-U.S. subsidiaries (the "transition tax"). The adjustments to deferred tax assets and liabilities, and the charge for the transition tax are provisional amounts based on reasonable estimates from the information available as of December 31, 2017. The amounts are subject to change as the Company obtains information necessary to complete the calculations. The Company will continue to review the technical interpretations of the Tax Act and other applicable laws, monitor legislative changes, and review U.S. state guidance as it is issued. The Company expects to complete the analysis of the provisional items during the fourth quarter of 2018.
As a result of the tax rate reduction, the Company has provisionally reflected a reduction in net deferred tax assets of
$103
and a corresponding deferred income tax charge of
$106
recorded in the consolidated statement of operations and an income tax benefit of
$3
recorded in other comprehensive income. Federal income tax expense for periods beginning in 2018 will be based on the new rate. Additionally, the Company has recorded a provisional obligation of
$82
for the transition tax and expects to be able to use foreign tax credit carryforwards to satisfy this obligation. Accordingly, the Company provisionally reversed
$11
of deferred tax liabilities related to cumulative undistributed foreign earnings and recorded a charge of
$25
for the usage of related foreign tax credits.
As of December 31, 2017 the Company has not provided deferred taxes on approximately
$1,300
of earnings in certain non-U.S. subsidiaries because such earnings are indefinitely reinvested in its international operations. Upon distribution of such earnings in the form of dividends or otherwise, the Company may be subject to incremental foreign tax. It is not practicable to estimate the amount of foreign tax that might be payable. The Company continues to believe that these earnings are indefinitely reinvested; however, as the Company continues to evaluate the impacts of the Tax Act, the Company may change this assertion in a future period.
79
Crown Holdings, Inc.
The components of deferred taxes at December 31 are:
|
|
2017
|
2016
|
|||||||||||||
|
|
Assets
|
Liabilities
|
Assets
|
Liabilities
|
|||||||||||
|
Tax loss and credit carryforwards
|
$
|
503
|
|
$
|
—
|
|
$
|
480
|
|
$
|
—
|
|
|||
|
Postretirement and postemployment benefits
|
43
|
|
—
|
|
63
|
|
—
|
|
|||||||
|
Pensions
|
185
|
|
105
|
|
220
|
|
62
|
|
|||||||
|
Property, plant and equipment
|
18
|
|
151
|
|
17
|
|
150
|
|
|||||||
|
Intangible assets
|
—
|
|
128
|
|
—
|
|
128
|
|
|||||||
|
Deemed repatriation tax
|
—
|
|
57
|
|
—
|
|
—
|
|
|||||||
|
Asbestos
|
74
|
|
—
|
|
128
|
|
—
|
|
|||||||
|
Accruals and other
|
87
|
|
44
|
|
125
|
|
78
|
|
|||||||
|
Valuation allowances
|
(228
|
)
|
—
|
|
(225
|
)
|
—
|
|
|||||||
|
Total
|
$
|
682
|
|
$
|
485
|
|
$
|
808
|
|
$
|
418
|
|
|||
Tax loss and credit carryforwards expire as follows:
|
Year
|
Amount
|
|
||
|
2018
|
$
|
15
|
|
|
|
2019
|
17
|
|
||
|
2020
|
30
|
|
||
|
2021
|
37
|
|
||
|
2022
|
166
|
|
||
|
Thereafter
|
151
|
|
||
|
Unlimited
|
87
|
|
||
Tax loss and credit carryforwards expiring in 2022 includes
$152
of U.S. federal foreign tax credits and tax loss and credit carryforwards expiring after 2022 includes
$128
of U.S. state tax loss carryforwards. The unlimited category includes
$56
of French tax loss carryforwards.
Realization of any portion of the Company’s deferred tax assets is dependent upon the availability of taxable income in the relevant jurisdictions. The Company considers all sources of taxable income, including (i) taxable income in any available carry back period, (ii) the reversal of taxable temporary differences, (iii) tax-planning strategies, and (iv) taxable income expected to be generated in the future other than from reversing temporary differences. The Company also considers whether there have been cumulative losses in recent years. The Company records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Company’s valuation allowances at December 31, 2017 include
$207
related to the portion of U.S. state tax loss carryforwards that the Company does not believe are more likely than not to be utilized prior to their expiration. The Company’s ability to utilize state tax loss carryforwards is impacted by several factors including taxable income, expiration dates, limitations imposed by certain states on the amount of loss carryforwards that can be used in a given year to offset taxable income and whether the state permits the Company to file a combined return. The Company has not yet been able to make a reasonable estimate of the impact of the Tax Act's transition tax on state taxable income and any related impact on this valuation allowance.
In 2016, the Company recorded a net benefit of
$31
to release the valuation allowance against its net deferred tax assets in Canada. The Company's operations in Canada recently returned to profitability in part due to benefits from recent restructuring actions and improved cost performance. Based on current projections, the Company believes it is more likely than not that it will realize the deferred tax assets. The Company's loss carryforwards in Canada expire at various dates beginning in 2026. If future changes impact the Company's profitability in Canada, it is possible that the Company may record an additional valuation allowance in the future.
Management’s estimates of the appropriate valuation allowance in any jurisdictions involve a number of assumptions and judgments, including the amount and timing of future taxable income. Should future results differ from management’s estimates,
80
Crown Holdings, Inc.
it is possible there could be future adjustments to the valuation allowances that would result in an increase or decrease in tax expense in the period such changes in estimates are made.
A reconciliation of unrecognized tax benefits follows:
|
2017
|
2016
|
2015
|
|||||||||
|
Balance at January 1
|
$
|
27
|
|
$
|
28
|
|
$
|
26
|
|
||
|
Additions for prior year tax positions
|
6
|
|
13
|
|
13
|
|
|||||
|
Reductions to prior period tax positions
|
(2
|
)
|
—
|
|
—
|
|
|||||
|
Lapse of statute of limitations
|
—
|
|
(2
|
)
|
—
|
|
|||||
|
Settlements
|
(4
|
)
|
(12
|
)
|
(9
|
)
|
|||||
|
Foreign currency translation
|
2
|
|
—
|
|
(2
|
)
|
|||||
|
Balance at December 31
|
$
|
29
|
|
$
|
27
|
|
$
|
28
|
|
||
The Company’s unrecognized tax benefits include potential liabilities related to transfer pricing, foreign withholding taxes, and non-deductibility of expenses and exclude
$1
of interest and penalties as of December 31, 2017.
In 2016, the Spanish tax authorities concluded audits of Mivisa's Spanish tax operations for the years 2009 to 2014. In connection with the audits, the Company recognized a charge of
$8
to settle certain tax contingencies. In 2015, the increase for prior year positions related to an unfavorable tax court ruling in Spain.
The total interest and penalties recorded in income tax expense was less than
$1
in 2017 and 2016 and
$3
in 2015. As of December 31, 2017, unrecognized tax benefits of
$29
, if recognized, would affect the Company's effective tax rate.
The Company’s unrecognized tax benefits are not expected to increase over the next twelve months and are expected to decrease as open tax years lapse or claims are settled. The Company is unable to estimate a range of reasonably possible changes in its unrecognized tax benefits in the next twelve months as it is unable to predict when, or if, the tax authorities will commence their audits, the time needed for the audits, and the audit findings that will require settlement with the applicable tax authorities, if any.
The tax years that remained subject to examination by major tax jurisdictions as of December 31, 2017 were, 2006 and subsequent years for the U.K.; 2009 and subsequent years for Spain; 2010 and subsequent years for Germany; 2012 and subsequent years for Mexico; 2013 and subsequent years for Italy and Brazil; 2014 and subsequent years for Canada; and 2015 and subsequent years for France and the U.S.. In addition, tax authorities in certain jurisdictions, including France and the U.S., may examine earlier years when tax carryforwards that were generated in those years are subsequently utilized.
|
V.
|
Segment Information
|
The Company’s business is organized geographically within
three
divisions, Americas, Europe and Asia Pacific. Within the Americas and European divisions, the Company has determined that it has the following reportable segments organized along a combination of product lines and geographic areas: Americas Beverage and North America Food within the Americas, and European Beverage and European Food within Europe. The Company's Asia Pacific division is a reportable segment.
Non-reportable segments include the Company’s aerosol can businesses in North America and Europe, the Company’s promotional packaging business in Europe and the Company’s tooling and equipment operations in the U.S. and United Kingdom.
81
Crown Holdings, Inc.
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 income from operations adjusted to add back provisions for asbestos and restructuring and other, the impact of fair value adjustments related to the sale of inventory acquired in an acquisition and the timing impact of hedge ineffectiveness. 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.
The tables below present information about operating segments for the
three years ended December 31, 2017, 2016 and 2015
:
|
2017
|
Inter-
|
Depreciation
|
|||||||||||||||||||||
|
External
|
segment
|
Segment
|
and
|
Capital
|
Segment
|
||||||||||||||||||
|
sales
|
sales
|
assets
|
amortization
|
expenditures
|
income
|
||||||||||||||||||
|
Americas Beverage
|
$
|
2,928
|
|
$
|
34
|
|
$
|
3,253
|
|
$
|
95
|
|
$
|
167
|
|
$
|
474
|
|
|||||
|
North America Food
|
679
|
|
19
|
|
630
|
|
11
|
|
7
|
|
71
|
|
|||||||||||
|
European Beverage
|
1,457
|
|
2
|
|
1,631
|
|
35
|
|
109
|
|
239
|
|
|||||||||||
|
European Food
|
1,935
|
|
70
|
|
2,964
|
|
52
|
|
45
|
|
247
|
|
|||||||||||
|
Asia Pacific
|
1,177
|
|
—
|
|
1,355
|
|
42
|
|
123
|
|
168
|
|
|||||||||||
|
Total reportable segments
|
8,176
|
|
125
|
|
9,833
|
|
235
|
|
451
|
|
$
|
1,199
|
|
||||||||||
|
Non-reportable segments
|
522
|
|
97
|
|
409
|
|
8
|
|
20
|
|
|||||||||||||
|
Corporate and unallocated items
|
—
|
|
—
|
|
421
|
|
4
|
|
27
|
|
|||||||||||||
|
Total
|
$
|
8,698
|
|
$
|
222
|
|
$
|
10,663
|
|
$
|
247
|
|
$
|
498
|
|
|
|
||||||
|
2016
|
Inter-
|
Depreciation
|
|||||||||||||||||||||
|
External
|
segment
|
Segment
|
and
|
Capital
|
Segment
|
||||||||||||||||||
|
sales
|
sales
|
assets
|
amortization
|
expenditures
|
income
|
||||||||||||||||||
|
Americas Beverage
|
$
|
2,757
|
|
$
|
50
|
|
$
|
2,886
|
|
$
|
92
|
|
$
|
220
|
|
$
|
456
|
|
|||||
|
North America Food
|
652
|
|
24
|
|
666
|
|
11
|
|
9
|
|
69
|
|
|||||||||||
|
European Beverage
|
1,420
|
|
3
|
|
1,381
|
|
32
|
|
94
|
|
243
|
|
|||||||||||
|
European Food
|
1,855
|
|
59
|
|
2,557
|
|
53
|
|
42
|
|
244
|
|
|||||||||||
|
Asia Pacific
|
1,116
|
|
—
|
|
1,161
|
|
40
|
|
80
|
|
152
|
|
|||||||||||
|
Total reportable segments
|
7,800
|
|
136
|
|
8,651
|
|
228
|
|
445
|
|
$
|
1,164
|
|
||||||||||
|
Non-reportable segments
|
484
|
|
129
|
|
368
|
|
7
|
|
14
|
|
|||||||||||||
|
Corporate and unallocated items
|
—
|
|
—
|
|
580
|
|
12
|
|
14
|
|
|||||||||||||
|
Total
|
$
|
8,284
|
|
$
|
265
|
|
$
|
9,599
|
|
$
|
247
|
|
$
|
473
|
|
||||||||
|
2015
|
Inter-
|
Depreciation
|
|||||||||||||||||||||
|
External
|
segment
|
Segment
|
and
|
Capital
|
Segment
|
||||||||||||||||||
|
sales
|
sales
|
assets
|
amortization
|
expenditures
|
income
|
||||||||||||||||||
|
Americas Beverage
|
$
|
2,771
|
|
$
|
71
|
|
$
|
2,977
|
|
$
|
93
|
|
$
|
119
|
|
$
|
427
|
|
|||||
|
North America Food
|
680
|
|
4
|
|
527
|
|
10
|
|
14
|
|
86
|
|
|||||||||||
|
European Beverage
|
1,504
|
|
1
|
|
1,461
|
|
27
|
|
97
|
|
228
|
|
|||||||||||
|
European Food
|
1,984
|
|
93
|
|
2,723
|
|
53
|
|
35
|
|
246
|
|
|||||||||||
|
Asia Pacific
|
1,202
|
|
2
|
|
1,133
|
|
40
|
|
68
|
|
145
|
|
|||||||||||
|
Total reportable segments
|
8,141
|
|
171
|
|
8,821
|
|
223
|
|
333
|
|
$
|
1,132
|
|
||||||||||
|
Non-reportable segments
|
621
|
|
96
|
|
457
|
|
8
|
|
15
|
|
|||||||||||||
|
Corporate and unallocated items
|
—
|
|
—
|
|
772
|
|
6
|
|
6
|
|
|||||||||||||
|
Total
|
$
|
8,762
|
|
$
|
267
|
|
$
|
10,050
|
|
$
|
237
|
|
$
|
354
|
|
|
|||||||
82
Crown Holdings, Inc.
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.
Corporate and unallocated items include corporate and division administrative costs, technology costs, and unallocated items such as the U.S. and U.K. pension plan costs.
A reconciliation of segment income of reportable segments to income before income taxes for the
three years ended December 31, 2017, 2016 and 2015
follows:
|
|
2017
|
2016
|
2015
|
||||||||
|
Segment income of reportable segments
|
$
|
1,199
|
|
$
|
1,164
|
|
$
|
1,132
|
|
||
|
Segment income of non-reportable segments
|
68
|
|
70
|
|
83
|
|
|||||
|
Corporate and unallocated items
|
(139
|
)
|
(148
|
)
|
(196
|
)
|
|||||
|
Provision for asbestos
|
(3
|
)
|
(21
|
)
|
(26
|
)
|
|||||
|
Restructuring and other
|
(48
|
)
|
(44
|
)
|
(66
|
)
|
|||||
|
Loss from early extinguishments of debt
|
(7
|
)
|
(37
|
)
|
(9
|
)
|
|||||
|
Interest expense
|
(252
|
)
|
(243
|
)
|
(270
|
)
|
|||||
|
Interest income
|
15
|
|
12
|
|
11
|
|
|||||
|
Foreign exchange
|
(4
|
)
|
16
|
|
(20
|
)
|
|||||
|
Income before income taxes
|
$
|
829
|
|
$
|
769
|
|
$
|
639
|
|
||
For the
three years ended December 31, 2017, 2016 and 2015
, intercompany profit of
$8
,
$13
and
$2
was eliminated within segment income of non-reportable segments.
For the
three years ended December 31, 2017, 2016 and 2015
,
no
one customer accounted for more than
10%
of the Company's consolidated net sales.
Sales by major product were:
|
2017
|
2016
|
2015
|
|||||||||
|
Metal beverage cans and ends
|
$
|
5,085
|
|
$
|
4,834
|
|
$
|
4,957
|
|
||
|
Metal food cans and ends
|
2,331
|
|
2,213
|
|
2,410
|
|
|||||
|
Other metal packaging
|
887
|
|
877
|
|
977
|
|
|||||
|
Other products
|
395
|
|
360
|
|
418
|
|
|||||
|
Consolidated net sales
|
$
|
8,698
|
|
$
|
8,284
|
|
$
|
8,762
|
|
||
The following table provides sales and long-lived asset information for the major countries in which the Company operates. Long-lived assets includes property, plant and equipment attributed to the specific countries listed below.
|
Net Sales
|
Long-Lived Assets
|
||||||||||||||||||
|
2017
|
2016
|
2015
|
2017
|
2016
|
|||||||||||||||
|
United States
|
$
|
1,931
|
|
$
|
1,918
|
|
$
|
2,013
|
|
$
|
516
|
|
$
|
497
|
|
||||
|
Mexico
|
699
|
|
688
|
|
693
|
|
388
|
|
304
|
|
|||||||||
|
Spain
|
649
|
|
645
|
|
669
|
|
323
|
|
203
|
|
|||||||||
|
United Kingdom
|
600
|
|
559
|
|
712
|
|
150
|
|
136
|
|
|||||||||
|
Brazil
|
652
|
|
523
|
|
482
|
|
335
|
|
358
|
|
|||||||||
|
Other
|
4,167
|
|
3,951
|
|
4,193
|
|
1,527
|
|
1,322
|
|
|||||||||
|
Consolidated total
|
$
|
8,698
|
|
$
|
8,284
|
|
$
|
8,762
|
|
$
|
3,239
|
|
$
|
2,820
|
|
||||
83
Crown Holdings, Inc.
|
W.
|
Condensed Combining Financial Information
|
Crown Cork & Seal Company, Inc. (Issuer), a wholly owned subsidiary, has
$350
principal amount of
7.375%
senior notes due
2026
and
$40
principal amount of
7.5%
senior notes due
2096
outstanding that are fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent). No other subsidiary guarantees the debt. The following condensed combining financial statements:
•
statements of comprehensive income and cash flows for the years ended December 31, 2017,
2016
, 2015, and
•
balance sheets as of
December 31, 2017
and
December 31, 2016
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 year ended December 31, 2017
(in millions)
|
|||||||||||||||||||
|
Parent
|
Issuer
|
Non-
Guarantors
|
Eliminations
|
Total
Company
|
|||||||||||||||
|
Net sales
|
|
|
8,698
|
|
|
$
|
8,698
|
|
|||||||||||
|
Cost of products sold, excluding depreciation and amortization
|
|
|
6,952
|
|
|
6,952
|
|
||||||||||||
|
Depreciation and amortization
|
|
|
247
|
|
|
247
|
|
||||||||||||
|
Selling and administrative expense
|
|
9
|
|
362
|
|
|
371
|
|
|||||||||||
|
Provision for asbestos
|
|
3
|
|
|
|
3
|
|
||||||||||||
|
Restructuring and other
|
|
(1
|
)
|
49
|
|
|
48
|
|
|||||||||||
|
Income from operations
|
—
|
|
(11
|
)
|
1,088
|
|
—
|
|
1,077
|
|
|||||||||
|
Loss from early extinguishments of debt
|
|
|
7
|
|
|
7
|
|
||||||||||||
|
Net interest expense
|
|
91
|
|
146
|
|
|
237
|
|
|||||||||||
|
Foreign exchange
|
|
|
4
|
|
|
4
|
|
||||||||||||
|
Income/(loss) before income taxes
|
—
|
|
(102
|
)
|
931
|
|
—
|
|
829
|
|
|||||||||
|
Provision for / (benefit from) income taxes
|
|
194
|
|
207
|
|
|
401
|
|
|||||||||||
|
Equity earnings in affiliates
|
323
|
|
531
|
|
|
(854
|
)
|
—
|
|
||||||||||
|
Net income
|
323
|
|
235
|
|
724
|
|
(854
|
)
|
428
|
|
|||||||||
|
Net income attributable to noncontrolling interests
|
|
|
(105
|
)
|
|
(105
|
)
|
||||||||||||
|
Net income attributable to Crown Holdings
|
$
|
323
|
|
$
|
235
|
|
$
|
619
|
|
$
|
(854
|
)
|
$
|
323
|
|
||||
|
Total comprehensive income
|
482
|
|
275
|
|
886
|
|
(1,053
|
)
|
590
|
|
|||||||||
|
Comprehensive income attributable to noncontrolling interests
|
|
|
(108
|
)
|
|
(108
|
)
|
||||||||||||
|
Comprehensive income attributable to Crown Holdings
|
$
|
482
|
|
$
|
275
|
|
$
|
778
|
|
$
|
(1,053
|
)
|
$
|
482
|
|
||||
84
Crown Holdings, Inc.
|
CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME
For the year ended December 31, 2016
(in millions)
|
|||||||||||||||||||
|
Parent
|
Issuer
|
Non-
Guarantors
|
Eliminations
|
Total
Company
|
|||||||||||||||
|
Net sales
|
|
|
8,284
|
|
|
$
|
8,284
|
|
|||||||||||
|
Cost of products sold, excluding depreciation and amortization
|
|
|
6,583
|
|
|
6,583
|
|
||||||||||||
|
Depreciation and amortization
|
|
|
247
|
|
|
247
|
|
||||||||||||
|
Selling and administrative expense
|
|
7
|
|
361
|
|
|
368
|
|
|||||||||||
|
Provision for asbestos
|
|
21
|
|
|
|
21
|
|
||||||||||||
|
Restructuring and other
|
|
13
|
|
31
|
|
|
44
|
|
|||||||||||
|
Income from operations
|
—
|
|
(41
|
)
|
1,062
|
|
—
|
|
1,021
|
|
|||||||||
|
Loss from early extinguishments of debt
|
|
|
37
|
|
|
37
|
|
||||||||||||
|
Net interest expense
|
|
106
|
|
125
|
|
|
231
|
|
|||||||||||
|
Foreign exchange
|
|
|
(16
|
)
|
|
(16
|
)
|
||||||||||||
|
Income/(loss) before income taxes
|
—
|
|
(147
|
)
|
916
|
|
—
|
|
769
|
|
|||||||||
|
Provision for / (benefit from) income taxes
|
|
(12
|
)
|
198
|
|
|
186
|
|
|||||||||||
|
Equity earnings in affiliates
|
496
|
|
529
|
|
|
(1,025
|
)
|
—
|
|
||||||||||
|
Net income
|
496
|
|
394
|
|
718
|
|
(1,025
|
)
|
583
|
|
|||||||||
|
Net income attributable to noncontrolling interests
|
|
|
(87
|
)
|
|
(87
|
)
|
||||||||||||
|
Net income attributable to Crown Holdings
|
$
|
496
|
|
$
|
394
|
|
$
|
631
|
|
$
|
(1,025
|
)
|
$
|
496
|
|
||||
|
Total comprehensive income
|
250
|
|
348
|
|
472
|
|
(733
|
)
|
337
|
|
|||||||||
|
Comprehensive income attributable to noncontrolling interests
|
|
|
(87
|
)
|
|
(87
|
)
|
||||||||||||
|
Comprehensive income attributable to Crown Holdings
|
$
|
250
|
|
$
|
348
|
|
$
|
385
|
|
$
|
(733
|
)
|
$
|
250
|
|
||||
85
Crown Holdings, Inc.
|
CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME
For the year ended December 31, 2015
(in millions)
|
|||||||||||||||||||
|
Parent
|
Issuer
|
Non-
Guarantors
|
Eliminations
|
Total
Company
|
|||||||||||||||
|
Net sales
|
|
|
8,762
|
|
|
$
|
8,762
|
|
|||||||||||
|
Cost of products sold, excluding depreciation and amortization
|
|
|
7,116
|
|
|
7,116
|
|
||||||||||||
|
Depreciation and amortization
|
|
|
237
|
|
|
237
|
|
||||||||||||
|
Selling and administrative expense
|
|
10
|
|
380
|
|
|
390
|
|
|||||||||||
|
Provision for asbestos
|
|
26
|
|
|
|
26
|
|
||||||||||||
|
Restructuring and other
|
|
(1
|
)
|
67
|
|
|
66
|
|
|||||||||||
|
Income from operations
|
—
|
|
(35
|
)
|
962
|
|
—
|
|
927
|
|
|||||||||
|
Loss from early extinguishments of debt
|
|
|
9
|
|
|
9
|
|
||||||||||||
|
Net interest expense
|
|
100
|
|
159
|
|
|
259
|
|
|||||||||||
|
Foreign exchange
|
|
|
20
|
|
|
20
|
|
||||||||||||
|
Income/(loss) before income taxes
|
—
|
|
(135
|
)
|
774
|
|
—
|
|
639
|
|
|||||||||
|
Provision for / (benefit from) income taxes
|
(35
|
)
|
213
|
|
178
|
|
|||||||||||||
|
Equity earnings in affiliates
|
393
|
|
385
|
|
(778
|
)
|
—
|
|
|||||||||||
|
Net income
|
393
|
|
285
|
|
561
|
|
(778
|
)
|
461
|
|
|||||||||
|
Net income attributable to noncontrolling interests
|
|
|
(68
|
)
|
|
(68
|
)
|
||||||||||||
|
Net income attributable to Crown Holdings
|
$
|
393
|
|
$
|
285
|
|
$
|
493
|
|
$
|
(778
|
)
|
$
|
393
|
|
||||
|
Total comprehensive income
|
4
|
|
3
|
|
168
|
|
(107
|
)
|
68
|
|
|||||||||
|
Comprehensive income attributable to noncontrolling interests
|
|
|
(64
|
)
|
|
(64
|
)
|
||||||||||||
|
Comprehensive income attributable to Crown Holdings
|
$
|
4
|
|
$
|
3
|
|
$
|
104
|
|
$
|
(107
|
)
|
$
|
4
|
|
||||
86
Crown Holdings, Inc.
CONDENSED COMBINING BALANCE SHEET
As of
December 31, 2017
(in millions)
|
Parent
|
Issuer
|
Non-
Guarantors
|
Eliminations
|
Total
Company
|
|||||||||||||||
|
Assets
|
|||||||||||||||||||
|
Current assets
|
|||||||||||||||||||
|
Cash and cash equivalents
|
|
|
424
|
|
|
$
|
424
|
|
|||||||||||
|
Receivables, net
|
|
9
|
|
1,032
|
|
|
1,041
|
|
|||||||||||
|
Inventories
|
|
|
1,385
|
|
|
1,385
|
|
||||||||||||
|
Prepaid expenses and other current assets
|
|
|
224
|
|
|
224
|
|
||||||||||||
|
Total current assets
|
—
|
|
9
|
|
3,065
|
|
—
|
|
3,074
|
|
|||||||||
|
Intercompany debt receivables
|
|
|
3,604
|
|
(3,604
|
)
|
—
|
|
|||||||||||
|
Investments
|
3,120
|
|
3,448
|
|
|
(6,568
|
)
|
—
|
|
||||||||||
|
Goodwill and intangible assets
|
|
|
3,518
|
|
|
3,518
|
|
||||||||||||
|
Property, plant and equipment, net
|
|
|
3,239
|
|
|
3,239
|
|
||||||||||||
|
Other non-current assets
|
|
283
|
|
549
|
|
|
832
|
|
|||||||||||
|
Total
|
$
|
3,120
|
|
$
|
3,740
|
|
$
|
13,975
|
|
$
|
(10,172
|
)
|
$
|
10,663
|
|
||||
|
Liabilities and equity
|
|||||||||||||||||||
|
Current liabilities
|
|||||||||||||||||||
|
Short-term debt
|
|
|
62
|
|
|
$
|
62
|
|
|||||||||||
|
Current maturities of long-term debt
|
|
|
64
|
|
|
64
|
|
||||||||||||
|
Accounts payable and accrued liabilities
|
22
|
|
41
|
|
3,061
|
|
|
3,124
|
|
||||||||||
|
Total current liabilities
|
22
|
|
41
|
|
3,187
|
|
—
|
|
3,250
|
|
|||||||||
|
Long-term debt, excluding current maturities
|
|
387
|
|
4,830
|
|
|
5,217
|
|
|||||||||||
|
Long-term intercompany debt
|
2,497
|
|
1,107
|
|
|
(3,604
|
)
|
—
|
|
||||||||||
|
Postretirement and pension liabilities
|
|
|
588
|
|
|
588
|
|
||||||||||||
|
Other non-current liabilities
|
|
336
|
|
349
|
|
|
685
|
|
|||||||||||
|
Commitments and contingent liabilities
|
|
|
|
|
|||||||||||||||
|
Noncontrolling interests
|
|
|
322
|
|
|
322
|
|
||||||||||||
|
Crown Holdings shareholders’ equity
|
601
|
|
1,869
|
|
4,699
|
|
(6,568
|
)
|
601
|
|
|||||||||
|
Total equity
|
601
|
|
1,869
|
|
5,021
|
|
(6,568
|
)
|
923
|
|
|||||||||
|
Total
|
$
|
3,120
|
|
$
|
3,740
|
|
$
|
13,975
|
|
$
|
(10,172
|
)
|
$
|
10,663
|
|
||||
87
Crown Holdings, Inc.
CONDENSED COMBINING BALANCE SHEET
As of December 31, 2016
(in millions)
|
Parent
|
Issuer
|
Non-
Guarantors
|
Eliminations
|
Total
Company
|
|||||||||||||||
|
Assets
|
|||||||||||||||||||
|
Current assets
|
|||||||||||||||||||
|
Cash and cash equivalents
|
|
|
559
|
|
|
$
|
559
|
|
|||||||||||
|
Receivables, net
|
|
|
865
|
|
|
865
|
|
||||||||||||
|
Inventories
|
|
|
1,245
|
|
|
1,245
|
|
||||||||||||
|
Prepaid expenses and other current assets
|
1
|
|
|
171
|
|
|
172
|
|
|||||||||||
|
Total current assets
|
1
|
|
—
|
|
2,840
|
|
—
|
|
2,841
|
|
|||||||||
|
Intercompany debt receivables
|
|
|
3,447
|
|
(3,447
|
)
|
—
|
|
|||||||||||
|
Investments
|
2,857
|
|
2,915
|
|
|
(5,772
|
)
|
—
|
|
||||||||||
|
Goodwill and intangible assets
|
|
|
3,263
|
|
|
3,263
|
|
||||||||||||
|
Property, plant and equipment, net
|
|
|
2,820
|
|
|
2,820
|
|
||||||||||||
|
Other non-current assets
|
|
447
|
|
228
|
|
|
675
|
|
|||||||||||
|
Total
|
$
|
2,858
|
|
$
|
3,362
|
|
$
|
12,598
|
|
$
|
(9,219
|
)
|
$
|
9,599
|
|
||||
|
Liabilities and equity
|
|||||||||||||||||||
|
Current liabilities
|
|||||||||||||||||||
|
Short-term debt
|
|
|
33
|
|
|
$
|
33
|
|
|||||||||||
|
Current maturities of long-term debt
|
|
|
161
|
|
|
161
|
|
||||||||||||
|
Accounts payable and accrued liabilities
|
23
|
|
40
|
|
2,639
|
|
|
2,702
|
|
||||||||||
|
Total current liabilities
|
23
|
|
40
|
|
2,833
|
|
—
|
|
2,896
|
|
|||||||||
|
Long-term debt, excluding current maturities
|
|
392
|
|
4,325
|
|
|
4,717
|
|
|||||||||||
|
Long-term intercompany debt
|
2,469
|
|
978
|
|
|
(3,447
|
)
|
—
|
|
||||||||||
|
Postretirement and pension liabilities
|
|
|
620
|
|
|
620
|
|
||||||||||||
|
Other non-current liabilities
|
|
358
|
|
340
|
|
|
698
|
|
|||||||||||
|
Commitments and contingent liabilities
|
|
|
|
|
|||||||||||||||
|
Noncontrolling interests
|
|
|
302
|
|
|
302
|
|
||||||||||||
|
Crown Holdings shareholders’ equity
|
366
|
|
1,594
|
|
4,178
|
|
(5,772
|
)
|
366
|
|
|||||||||
|
Total equity
|
366
|
|
1,594
|
|
4,480
|
|
(5,772
|
)
|
668
|
|
|||||||||
|
Total
|
$
|
2,858
|
|
$
|
3,362
|
|
$
|
12,598
|
|
$
|
(9,219
|
)
|
$
|
9,599
|
|
||||
88
Crown Holdings, Inc.
CONDENSED COMBINING STATEMENT OF CASH FLOWS
For the
year ended December 31, 2017
(in millions)
|
Parent
|
Issuer
|
Non-
Guarantors
|
Eliminations
|
Total
Company
|
|||||||||||||||
|
Net cash provided by/(used for) operating activities
|
7
|
|
(58
|
)
|
849
|
|
(38
|
)
|
$
|
760
|
|
||||||||
|
Cash flows from investing activities
|
|||||||||||||||||||
|
Capital expenditures
|
|
|
(498
|
)
|
|
(498
|
)
|
||||||||||||
|
Proceeds from sale of property, plant and equipment
|
|
|
8
|
|
|
8
|
|
||||||||||||
|
Intercompany investing activities
|
235
|
|
|
|
(235
|
)
|
—
|
|
|||||||||||
|
Other
|
|
|
(19
|
)
|
|
(19
|
)
|
||||||||||||
|
Net cash provided by/(used for) investing activities
|
235
|
|
—
|
|
(509
|
)
|
(235
|
)
|
(509
|
)
|
|||||||||
|
Cash flows from financing activities
|
|||||||||||||||||||
|
Proceeds from long-term debt
|
|
|
1,054
|
|
|
1,054
|
|
||||||||||||
|
Payments of long-term debt
|
|
(5
|
)
|
(1,132
|
)
|
|
(1,137
|
)
|
|||||||||||
|
Net change in revolving credit facility and short-term debt
|
|
|
95
|
|
|
95
|
|
||||||||||||
|
Net change in long-term intercompany balances
|
88
|
|
63
|
|
(151
|
)
|
|
—
|
|
||||||||||
|
Debt issuance costs
|
|
|
(16
|
)
|
|
(16
|
)
|
||||||||||||
|
Common stock issued
|
9
|
|
|
|
|
9
|
|
||||||||||||
|
Common stock repurchased
|
(339
|
)
|
|
|
|
(339
|
)
|
||||||||||||
|
Dividends paid
|
|
|
(273
|
)
|
273
|
|
—
|
|
|||||||||||
|
Dividend paid to noncontrolling interests
|
|
|
(93
|
)
|
|
(93
|
)
|
||||||||||||
|
Foreign exchange derivatives related to debt
|
|
|
27
|
|
|
27
|
|
||||||||||||
|
Net cash provided by/(used for) financing activities
|
(242
|
)
|
58
|
|
(489
|
)
|
273
|
|
(400
|
)
|
|||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
14
|
|
|
14
|
|
||||||||||||
|
Net change in cash and cash equivalents
|
—
|
|
—
|
|
(135
|
)
|
—
|
|
(135
|
)
|
|||||||||
|
Cash and cash equivalents at January 1
|
|
|
559
|
|
|
559
|
|
||||||||||||
|
Cash and cash equivalents at December 31
|
$
|
—
|
|
$
|
—
|
|
$
|
424
|
|
$
|
—
|
|
$
|
424
|
|
||||
89
Crown Holdings, Inc.
CONDENSED COMBINING STATEMENT OF CASH FLOWS
For the year ended December 31, 2016
(in millions)
|
Parent
|
Issuer
|
Non-
Guarantors
|
Eliminations
|
Total
Company
|
|||||||||||||||
|
Net cash provided by/(used for) operating activities
|
63
|
|
(92
|
)
|
1,061
|
|
(102
|
)
|
$
|
930
|
|
||||||||
|
Cash flows from investing activities
|
|||||||||||||||||||
|
Capital expenditures
|
|
|
(473
|
)
|
|
(473
|
)
|
||||||||||||
|
Proceeds from sale of property, plant and equipment
|
|
(1
|
)
|
11
|
|
|
10
|
|
|||||||||||
|
Intercompany investing activities
|
235
|
|
|
|
(235
|
)
|
—
|
|
|||||||||||
|
Other
|
|
|
21
|
|
|
21
|
|
||||||||||||
|
Net cash provided by/(used for) investing activities
|
235
|
|
(1
|
)
|
(441
|
)
|
(235
|
)
|
(442
|
)
|
|||||||||
|
Cash flows from financing activities
|
|||||||||||||||||||
|
Proceeds from long-term debt
|
|
|
1,380
|
|
|
1,380
|
|
||||||||||||
|
Payments of long-term debt
|
|
|
(1,914
|
)
|
|
(1,914
|
)
|
||||||||||||
|
Net change in revolving credit facility and short-term debt
|
|
|
(32
|
)
|
|
(32
|
)
|
||||||||||||
|
Net change in long-term intercompany balances
|
(300
|
)
|
93
|
|
207
|
|
|
—
|
|
||||||||||
|
Debt issuance costs
|
|
|
(18
|
)
|
|
(18
|
)
|
||||||||||||
|
Common stock issued
|
10
|
|
|
|
|
10
|
|
||||||||||||
|
Common stock repurchased
|
(8
|
)
|
|
|
|
(8
|
)
|
||||||||||||
|
Dividends paid
|
|
|
(337
|
)
|
337
|
|
—
|
|
|||||||||||
|
Dividend paid to noncontrolling interests
|
|
|
(80
|
)
|
|
(80
|
)
|
||||||||||||
|
Contribution from noncontrolling interests
|
|
|
4
|
|
|
4
|
|
||||||||||||
|
Foreign exchange derivatives related to debt
|
|
|
42
|
|
|
42
|
|
||||||||||||
|
Net cash provided by/(used for) financing activities
|
(298
|
)
|
93
|
|
(748
|
)
|
337
|
|
(616
|
)
|
|||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(30
|
)
|
|
(30
|
)
|
||||||||||||
|
Net change in cash and cash equivalents
|
—
|
|
—
|
|
(158
|
)
|
—
|
|
(158
|
)
|
|||||||||
|
Cash and cash equivalents at January 1
|
|
|
717
|
|
|
717
|
|
||||||||||||
|
Cash and cash equivalents at December 31
|
$
|
—
|
|
$
|
—
|
|
$
|
559
|
|
$
|
—
|
|
$
|
559
|
|
||||
90
Crown Holdings, Inc.
|
CONDENSED COMBINING STATEMENT OF CASH FLOWS
For the year ended December 31, 2015
(in millions)
|
|||||||||||||||||||
|
Parent
|
Issuer
|
Non-
Guarantors
|
Eliminations
|
Total
Company
|
|||||||||||||||
|
Net cash provided by/(used for) operating activities
|
33
|
|
(65
|
)
|
988
|
|
|
$
|
956
|
|
|||||||||
|
Cash flows from investing activities
|
|||||||||||||||||||
|
Capital expenditures
|
|
|
(354
|
)
|
|
(354
|
)
|
||||||||||||
|
Acquisition of businesses, net of cash acquired
|
|
|
(1,207
|
)
|
|
(1,207
|
)
|
||||||||||||
|
Proceeds from sale of business, net of cash sold
|
|
|
33
|
|
|
33
|
|
||||||||||||
|
Proceeds from sale of property, plant and equipment
|
|
|
7
|
|
|
7
|
|
||||||||||||
|
Intercompany investing activities
|
(738
|
)
|
21
|
|
738
|
|
(21
|
)
|
—
|
|
|||||||||
|
Net investment hedge settlements
|
|
|
(11
|
)
|
|
(11
|
)
|
||||||||||||
|
Other
|
|
|
(16
|
)
|
|
(16
|
)
|
||||||||||||
|
Net cash provided by/(used for) investing activities
|
(738
|
)
|
21
|
|
(810
|
)
|
(21
|
)
|
(1,548
|
)
|
|||||||||
|
Cash flows from financing activities
|
|||||||||||||||||||
|
Proceeds from long-term debt
|
|
|
1,435
|
|
|
1,435
|
|
||||||||||||
|
Payments of long-term debt
|
|
(17
|
)
|
(883
|
)
|
|
(900
|
)
|
|||||||||||
|
Net change in revolving credit facility and short-term debt
|
|
|
(7
|
)
|
|
(7
|
)
|
||||||||||||
|
Net change in long-term intercompany balances
|
708
|
|
61
|
|
(769
|
)
|
|
—
|
|
||||||||||
|
Debt issuance costs
|
|
|
(18
|
)
|
|
(18
|
)
|
||||||||||||
|
Common stock issued
|
6
|
|
|
|
|
6
|
|
||||||||||||
|
Common stock repurchased
|
(9
|
)
|
|
|
|
(9
|
)
|
||||||||||||
|
Dividends paid
|
|
|
(21
|
)
|
21
|
|
—
|
|
|||||||||||
|
Dividend paid to noncontrolling interests
|
|
|
(48
|
)
|
|
(48
|
)
|
||||||||||||
|
Contribution from noncontrolling interests
|
|
|
5
|
|
|
5
|
|
||||||||||||
|
Foreign exchange derivatives related to debt
|
|
|
(58
|
)
|
|
(58
|
)
|
||||||||||||
|
Net cash provided by/(used for) financing activities
|
705
|
|
44
|
|
(364
|
)
|
21
|
|
406
|
|
|||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(62
|
)
|
|
(62
|
)
|
||||||||||||
|
Net change in cash and cash equivalents
|
—
|
|
—
|
|
(248
|
)
|
—
|
|
(248
|
)
|
|||||||||
|
Cash and cash equivalents at January 1
|
|
|
965
|
|
|
965
|
|
||||||||||||
|
Cash and cash equivalents at December 31
|
$
|
—
|
|
$
|
—
|
|
$
|
717
|
|
$
|
—
|
|
$
|
717
|
|
||||
91
Crown Holdings, Inc.
Crown Americas, LLC, Crown Americas Capital Corp. II, Crown Americas Capital Corp. III and Crown Americas Capital Corp. V (collectively, the Issuers), wholly owned subsidiaries of the Company, have outstanding
$1,000
principal amount of
4.5%
senior notes due
2023
and
$400
principal amount of
4.25%
senior notes due 2026 which are fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent) and substantially all subsidiaries in the United States. The guarantors are wholly owned by the Company and the guarantees are made on a joint and several basis. The following condensed combining financial statements:
|
•
|
statements of comprehensive income and cash flows for the years ended December 31, 2017,
2016
, 2015, and
|
|
•
|
balance sheets as of
December 31, 2017
and
December 31, 2016
|
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 year ended December 31, 2017
(in millions)
|
|||||||||||||||||||||||
|
Parent
|
Issuer
|
Guarantors
|
Non-
Guarantors
|
Eliminations
|
Total
Company
|
||||||||||||||||||
|
Net sales
|
|
|
1,931
|
|
6,767
|
|
|
$
|
8,698
|
|
|||||||||||||
|
Cost of products sold, excluding depreciation and amortization
|
|
|
1,594
|
|
5,358
|
|
|
6,952
|
|
||||||||||||||
|
Depreciation and amortization
|
|
|
40
|
|
207
|
|
|
247
|
|
||||||||||||||
|
Selling and administrative expense
|
|
10
|
|
135
|
|
226
|
|
|
371
|
|
|||||||||||||
|
Provision for asbestos
|
|
|
3
|
|
|
|
3
|
|
|||||||||||||||
|
Restructuring and other
|
|
2
|
|
8
|
|
38
|
|
|
48
|
|
|||||||||||||
|
Income from operations
|
|
(12
|
)
|
151
|
|
938
|
|
|
1,077
|
|
|||||||||||||
|
Loss from early extinguishments of debt
|
|
6
|
|
|
1
|
|
|
7
|
|
||||||||||||||
|
Net interest expense
|
|
65
|
|
95
|
|
77
|
|
|
237
|
|
|||||||||||||
|
Technology royalty
|
|
|
(42
|
)
|
42
|
|
|
—
|
|
||||||||||||||
|
Foreign exchange
|
|
90
|
|
(2
|
)
|
6
|
|
(90
|
)
|
4
|
|
||||||||||||
|
Income/(loss) before income taxes
|
|
(173
|
)
|
100
|
|
812
|
|
90
|
|
829
|
|
||||||||||||
|
Provision for / (benefit from) income taxes
|
|
(66
|
)
|
271
|
|
164
|
|
32
|
|
401
|
|
||||||||||||
|
Equity earnings in affiliates
|
323
|
|
194
|
|
406
|
|
|
(923
|
)
|
—
|
|
||||||||||||
|
Net income
|
323
|
|
87
|
|
235
|
|
648
|
|
(865
|
)
|
428
|
|
|||||||||||
|
Net income attributable to noncontrolling interests
|
|
|
|
(105
|
)
|
|
(105
|
)
|
|||||||||||||||
|
Net income attributable to Crown Holdings
|
$
|
323
|
|
$
|
87
|
|
$
|
235
|
|
$
|
543
|
|
$
|
(865
|
)
|
$
|
323
|
|
|||||
|
Total comprehensive income
|
482
|
|
115
|
|
275
|
|
854
|
|
(1,136
|
)
|
$
|
590
|
|
||||||||||
|
Comprehensive income attributable to noncontrolling interests
|
|
|
|
(108
|
)
|
|
(108
|
)
|
|||||||||||||||
|
Comprehensive income attributable to Crown Holdings
|
$
|
482
|
|
$
|
115
|
|
$
|
275
|
|
$
|
746
|
|
$
|
(1,136
|
)
|
$
|
482
|
|
|||||
92
Crown Holdings, Inc.
|
CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME
For the year ended December 31, 2016
(in millions)
|
|||||||||||||||||||||||
|
Parent
|
Issuer
|
Guarantors
|
Non-
Guarantors
|
Eliminations
|
Total
Company
|
||||||||||||||||||
|
Net sales
|
|
|
1,918
|
|
6,366
|
|
|
$
|
8,284
|
|
|||||||||||||
|
Cost of products sold, excluding depreciation and amortization
|
|
|
1,550
|
|
5,033
|
|
|
6,583
|
|
||||||||||||||
|
Depreciation and amortization
|
|
|
33
|
|
214
|
|
|
247
|
|
||||||||||||||
|
Selling and administrative expense
|
|
10
|
|
135
|
|
223
|
|
|
368
|
|
|||||||||||||
|
Provision for asbestos
|
|
|
21
|
|
|
|
21
|
|
|||||||||||||||
|
Restructuring and other
|
|
(5
|
)
|
25
|
|
24
|
|
|
44
|
|
|||||||||||||
|
Income from operations
|
|
(5
|
)
|
154
|
|
872
|
|
|
1,021
|
|
|||||||||||||
|
Loss from early extinguishments of debt
|
|
32
|
|
|
5
|
|
|
37
|
|
||||||||||||||
|
Net interest expense
|
|
66
|
|
86
|
|
79
|
|
|
231
|
|
|||||||||||||
|
Technology royalty
|
|
|
(38
|
)
|
38
|
|
|
—
|
|
||||||||||||||
|
Foreign exchange
|
|
(21
|
)
|
1
|
|
(17
|
)
|
21
|
|
(16
|
)
|
||||||||||||
|
Income/(loss) before income taxes
|
|
(82
|
)
|
105
|
|
767
|
|
(21
|
)
|
769
|
|
||||||||||||
|
Provision for / (benefit from) income taxes
|
|
(31
|
)
|
81
|
|
143
|
|
(7
|
)
|
186
|
|
||||||||||||
|
Equity earnings in affiliates
|
496
|
|
207
|
|
370
|
|
|
(1,073
|
)
|
—
|
|
||||||||||||
|
Net income
|
496
|
|
156
|
|
394
|
|
624
|
|
(1,087
|
)
|
583
|
|
|||||||||||
|
Net income attributable to noncontrolling interests
|
|
|
|
(87
|
)
|
|
(87
|
)
|
|||||||||||||||
|
Net income attributable to Crown Holdings
|
$
|
496
|
|
$
|
156
|
|
$
|
394
|
|
$
|
537
|
|
$
|
(1,087
|
)
|
$
|
496
|
|
|||||
|
Total comprehensive income
|
250
|
|
119
|
|
348
|
|
394
|
|
(774
|
)
|
$
|
337
|
|
||||||||||
|
Comprehensive income attributable to noncontrolling interests
|
|
|
|
(87
|
)
|
|
(87
|
)
|
|||||||||||||||
|
Comprehensive income attributable to Crown Holdings
|
$
|
250
|
|
$
|
119
|
|
$
|
348
|
|
$
|
307
|
|
$
|
(774
|
)
|
$
|
250
|
|
|||||
93
Crown Holdings, Inc.
|
CONDENSED COMBINING STATEMENT OF COMPREHENSIVE INCOME
For the year ended December 31, 2015
(in millions)
|
|||||||||||||||||||||||
|
Parent
|
Issuer
|
Guarantors
|
Non-
Guarantors
|
Eliminations
|
Total
Company
|
||||||||||||||||||
|
Net sales
|
|
|
2,013
|
|
6,749
|
|
|
$
|
8,762
|
|
|||||||||||||
|
Cost of products sold, excluding depreciation and amortization
|
|
|
1,611
|
|
5,505
|
|
|
7,116
|
|
||||||||||||||
|
Depreciation and amortization
|
|
|
32
|
|
205
|
|
|
237
|
|
||||||||||||||
|
Selling and administrative expense
|
|
9
|
|
153
|
|
228
|
|
|
390
|
|
|||||||||||||
|
Provision for asbestos
|
|
|
26
|
|
|
|
26
|
|
|||||||||||||||
|
Restructuring and other
|
|
|
7
|
|
59
|
|
|
66
|
|
||||||||||||||
|
Income from operations
|
|
(9
|
)
|
184
|
|
752
|
|
|
927
|
|
|||||||||||||
|
Loss from early extinguishments of debt
|
|
9
|
|
|
|
|
9
|
|
|||||||||||||||
|
Net interest expense
|
|
91
|
|
90
|
|
78
|
|
|
259
|
|
|||||||||||||
|
Technology royalty
|
|
|
(42
|
)
|
42
|
|
|
—
|
|
||||||||||||||
|
Foreign exchange
|
|
(8
|
)
|
3
|
|
17
|
|
8
|
|
20
|
|
||||||||||||
|
Income/(loss) before income taxes
|
|
(101
|
)
|
133
|
|
615
|
|
(8
|
)
|
639
|
|
||||||||||||
|
Provision for / (benefit from) income taxes
|
|
(38
|
)
|
79
|
|
140
|
|
(3
|
)
|
178
|
|
||||||||||||
|
Equity earnings in affiliates
|
393
|
|
183
|
|
231
|
|
|
(807
|
)
|
—
|
|
||||||||||||
|
Net income
|
393
|
|
120
|
|
285
|
|
475
|
|
(812
|
)
|
461
|
|
|||||||||||
|
Net income attributable to noncontrolling interests
|
|
|
|
(68
|
)
|
|
(68
|
)
|
|||||||||||||||
|
Net income attributable to Crown Holdings
|
$
|
393
|
|
$
|
120
|
|
$
|
285
|
|
$
|
407
|
|
$
|
(812
|
)
|
$
|
393
|
|
|||||
|
Total comprehensive income
|
4
|
|
146
|
|
64
|
|
46
|
|
(192
|
)
|
$
|
68
|
|
||||||||||
|
Comprehensive income attributable to noncontrolling interests
|
|
|
|
(64
|
)
|
|
(64
|
)
|
|||||||||||||||
|
Comprehensive income attributable to Crown Holdings
|
$
|
4
|
|
$
|
146
|
|
$
|
64
|
|
$
|
(18
|
)
|
$
|
(192
|
)
|
$
|
4
|
|
|||||
94
Crown Holdings, Inc.
CONDENSED COMBINING BALANCE SHEET
As of
December 31, 2017
(in millions)
|
Parent
|
Issuer
|
Guarantors
|
Non-
Guarantors
|
Eliminations
|
Total
Company
|
||||||||||||||||||
|
Assets
|
|||||||||||||||||||||||
|
Current assets
|
|||||||||||||||||||||||
|
Cash and cash equivalents
|
|
36
|
|
3
|
|
385
|
|
|
$
|
424
|
|
||||||||||||
|
Receivables, net
|
|
|
29
|
|
1,012
|
|
|
1,041
|
|
||||||||||||||
|
Intercompany receivables
|
|
|
32
|
|
13
|
|
(45
|
)
|
—
|
|
|||||||||||||
|
Inventories
|
|
|
347
|
|
1,038
|
|
|
1,385
|
|
||||||||||||||
|
Prepaid expenses and other current assets
|
|
2
|
|
17
|
|
205
|
|
|
224
|
|
|||||||||||||
|
Total current assets
|
—
|
|
38
|
|
428
|
|
2,653
|
|
(45
|
)
|
3,074
|
|
|||||||||||
|
Intercompany debt receivables
|
|
2,523
|
|
3,325
|
|
732
|
|
(6,580
|
)
|
—
|
|
||||||||||||
|
Investments
|
3,120
|
|
2,479
|
|
1,032
|
|
|
(6,631
|
)
|
—
|
|
||||||||||||
|
Goodwill and intangible assets
|
|
|
466
|
|
3,052
|
|
|
3,518
|
|
||||||||||||||
|
Property, plant and equipment, net
|
|
1
|
|
515
|
|
2,723
|
|
|
3,239
|
|
|||||||||||||
|
Other non-current assets
|
|
11
|
|
311
|
|
510
|
|
|
832
|
|
|||||||||||||
|
Total
|
$
|
3,120
|
|
$
|
5,052
|
|
$
|
6,077
|
|
$
|
9,670
|
|
$
|
(13,256
|
)
|
$
|
10,663
|
|
|||||
|
Liabilities and equity
|
|||||||||||||||||||||||
|
Current liabilities
|
|||||||||||||||||||||||
|
Short-term debt
|
|
|
|
62
|
|
|
$
|
62
|
|
||||||||||||||
|
Current maturities of long-term debt
|
|
23
|
|
3
|
|
38
|
|
|
64
|
|
|||||||||||||
|
Accounts payable and accrued liabilities
|
22
|
|
31
|
|
619
|
|
2,452
|
|
|
3,124
|
|
||||||||||||
|
Intercompany payables
|
|
|
13
|
|
32
|
|
(45
|
)
|
—
|
|
|||||||||||||
|
Total current liabilities
|
22
|
|
54
|
|
635
|
|
2,584
|
|
(45
|
)
|
3,250
|
|
|||||||||||
|
Long-term debt, excluding current maturities
|
|
2,094
|
|
408
|
|
2,715
|
|
|
5,217
|
|
|||||||||||||
|
Long-term intercompany debt
|
2,497
|
|
1,411
|
|
2,454
|
|
218
|
|
(6,580
|
)
|
—
|
|
|||||||||||
|
Postretirement and pension liabilities
|
|
|
373
|
|
215
|
|
|
588
|
|
||||||||||||||
|
Other non-current liabilities
|
|
|
338
|
|
347
|
|
|
685
|
|
||||||||||||||
|
Commitments and contingent liabilities
|
|
|
|
|
|
|
|||||||||||||||||
|
Noncontrolling interests
|
|
|
|
322
|
|
|
322
|
|
|||||||||||||||
|
Crown Holdings shareholders’ equity
|
601
|
|
1,493
|
|
1,869
|
|
3,269
|
|
(6,631
|
)
|
601
|
|
|||||||||||
|
Total equity
|
601
|
|
1,493
|
|
1,869
|
|
3,591
|
|
(6,631
|
)
|
923
|
|
|||||||||||
|
Total
|
$
|
3,120
|
|
$
|
5,052
|
|
$
|
6,077
|
|
$
|
9,670
|
|
$
|
(13,256
|
)
|
$
|
10,663
|
|
|||||
95
Crown Holdings, Inc.
CONDENSED COMBINING BALANCE SHEET
As of December 31, 2016
(in millions)
|
Parent
|
Issuer
|
Guarantors
|
Non-
Guarantors
|
Eliminations
|
Total
Company
|
||||||||||||||||||
|
Assets
|
|||||||||||||||||||||||
|
Current assets
|
|||||||||||||||||||||||
|
Cash and cash equivalents
|
|
83
|
|
|
476
|
|
|
$
|
559
|
|
|||||||||||||
|
Receivables, net
|
|
3
|
|
20
|
|
842
|
|
|
865
|
|
|||||||||||||
|
Intercompany receivables
|
|
|
33
|
|
6
|
|
(39
|
)
|
—
|
|
|||||||||||||
|
Inventories
|
|
|
313
|
|
932
|
|
|
1,245
|
|
||||||||||||||
|
Prepaid expenses and other current assets
|
1
|
|
2
|
|
13
|
|
156
|
|
|
172
|
|
||||||||||||
|
Total current assets
|
1
|
|
88
|
|
379
|
|
2,412
|
|
(39
|
)
|
2,841
|
|
|||||||||||
|
Intercompany debt receivables
|
|
2,703
|
|
3,234
|
|
690
|
|
(6,627
|
)
|
—
|
|
||||||||||||
|
Investments
|
2,857
|
|
2,319
|
|
954
|
|
|
(6,130
|
)
|
—
|
|
||||||||||||
|
Goodwill and intangible assets
|
|
|
469
|
|
2,794
|
|
|
3,263
|
|
||||||||||||||
|
Property, plant and equipment, net
|
|
1
|
|
496
|
|
2,323
|
|
|
2,820
|
|
|||||||||||||
|
Other non-current assets
|
|
3
|
|
464
|
|
208
|
|
|
675
|
|
|||||||||||||
|
Total
|
$
|
2,858
|
|
$
|
5,114
|
|
$
|
5,996
|
|
$
|
8,427
|
|
$
|
(12,796
|
)
|
$
|
9,599
|
|
|||||
|
Liabilities and equity
|
|||||||||||||||||||||||
|
Current liabilities
|
|||||||||||||||||||||||
|
Short-term debt
|
|
|
|
33
|
|
|
$
|
33
|
|
||||||||||||||
|
Current maturities of long-term debt
|
|
118
|
|
|
43
|
|
|
161
|
|
||||||||||||||
|
Accounts payable and accrued liabilities
|
23
|
|
32
|
|
577
|
|
2,070
|
|
|
2,702
|
|
||||||||||||
|
Intercompany payables
|
|
|
6
|
|
33
|
|
(39
|
)
|
—
|
|
|||||||||||||
|
Total current liabilities
|
23
|
|
150
|
|
583
|
|
2,179
|
|
(39
|
)
|
2,896
|
|
|||||||||||
|
Long-term debt, excluding current maturities
|
|
2,258
|
|
392
|
|
2,067
|
|
|
4,717
|
|
|||||||||||||
|
Long-term intercompany debt
|
2,469
|
|
1,328
|
|
2,624
|
|
206
|
|
(6,627
|
)
|
—
|
|
|||||||||||
|
Postretirement and pension liabilities
|
|
|
422
|
|
198
|
|
|
620
|
|
||||||||||||||
|
Other non-current liabilities
|
|
|
381
|
|
317
|
|
|
698
|
|
||||||||||||||
|
Commitments and contingent liabilities
|
|
|
|
|
|
|
|||||||||||||||||
|
Noncontrolling interests
|
|
|
|
302
|
|
|
302
|
|
|||||||||||||||
|
Crown Holdings shareholders’ equity
|
366
|
|
1,378
|
|
1,594
|
|
3,158
|
|
(6,130
|
)
|
366
|
|
|||||||||||
|
Total equity
|
366
|
|
1,378
|
|
1,594
|
|
3,460
|
|
(6,130
|
)
|
668
|
|
|||||||||||
|
Total
|
$
|
2,858
|
|
$
|
5,114
|
|
$
|
5,996
|
|
$
|
8,427
|
|
$
|
(12,796
|
)
|
$
|
9,599
|
|
|||||
96
Crown Holdings, Inc.
CONDENSED COMBINING STATEMENT OF CASH FLOWS
For the
year ended December 31, 2017
(in millions)
|
Parent
|
Issuer
|
Guarantors
|
Non-
Guarantors
|
Eliminations
|
Total
Company
|
||||||||||||||||||
|
Net provided by/(used for) operating activities
|
7
|
|
(30
|
)
|
83
|
|
800
|
|
(100
|
)
|
$
|
760
|
|
||||||||||
|
Cash flows from investing activities
|
|||||||||||||||||||||||
|
Capital expenditures
|
|
|
(102
|
)
|
(396
|
)
|
|
(498
|
)
|
||||||||||||||
|
Proceeds from sale of property, plant and equipment
|
|
|
1
|
|
7
|
|
|
8
|
|
||||||||||||||
|
Intercompany investing activities
|
235
|
|
|
300
|
|
|
(535
|
)
|
—
|
|
|||||||||||||
|
Other
|
|
|
(20
|
)
|
1
|
|
|
(19
|
)
|
||||||||||||||
|
Net cash provided by/(used for) investing activities
|
235
|
|
—
|
|
179
|
|
(388
|
)
|
(535
|
)
|
(509
|
)
|
|||||||||||
|
Cash flows from financing activities
|
|||||||||||||||||||||||
|
Proceeds from long-term debt
|
|
750
|
|
9
|
|
295
|
|
|
1,054
|
|
|||||||||||||
|
Payments of long-term debt
|
|
(1,015
|
)
|
(7
|
)
|
(115
|
)
|
|
(1,137
|
)
|
|||||||||||||
|
Net change in revolving credit facility and short-term debt
|
|
|
|
95
|
|
|
95
|
|
|||||||||||||||
|
Net change in long-term intercompany balances
|
88
|
|
263
|
|
(261
|
)
|
(90
|
)
|
|
—
|
|
||||||||||||
|
Debt issuance costs
|
|
(15
|
)
|
|
(1
|
)
|
|
(16
|
)
|
||||||||||||||
|
Common stock issued
|
9
|
|
|
|
|
|
9
|
|
|||||||||||||||
|
Common stock repurchased
|
(339
|
)
|
|
|
|
|
(339
|
)
|
|||||||||||||||
|
Dividends paid
|
|
|
|
(635
|
)
|
635
|
|
—
|
|
||||||||||||||
|
Dividends paid to noncontrolling interests
|
|
|
|
(93
|
)
|
|
(93
|
)
|
|||||||||||||||
|
Foreign exchange derivatives related to debt
|
|
|
|
27
|
|
|
27
|
|
|||||||||||||||
|
Net cash provided by/(used for) financing activities
|
(242
|
)
|
(17
|
)
|
(259
|
)
|
(517
|
)
|
635
|
|
(400
|
)
|
|||||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
|
14
|
|
|
14
|
|
|||||||||||||||
|
Net change in cash and cash equivalents
|
—
|
|
(47
|
)
|
3
|
|
(91
|
)
|
—
|
|
(135
|
)
|
|||||||||||
|
Cash and cash equivalents at January 1
|
|
83
|
|
|
476
|
|
|
559
|
|
||||||||||||||
|
Cash and cash equivalents at December 31
|
$
|
—
|
|
$
|
36
|
|
$
|
3
|
|
$
|
385
|
|
$
|
—
|
|
$
|
424
|
|
|||||
97
Crown Holdings, Inc.
CONDENSED COMBINING STATEMENT OF CASH FLOWS
For the year ended December 31, 2016
(in millions)
|
Parent
|
Issuer
|
Guarantors
|
Non-
Guarantors
|
Eliminations
|
Total
Company
|
||||||||||||||||||
|
Net provided by/(used for) operating activities
|
63
|
|
1
|
|
143
|
|
875
|
|
(152
|
)
|
$
|
930
|
|
||||||||||
|
Cash flows from investing activities
|
|||||||||||||||||||||||
|
Capital expenditures
|
|
|
(127
|
)
|
(346
|
)
|
|
(473
|
)
|
||||||||||||||
|
Proceeds from sale of property, plant and equipment
|
|
|
4
|
|
6
|
|
|
10
|
|
||||||||||||||
|
Intercompany investing activities
|
235
|
|
|
150
|
|
|
(385
|
)
|
—
|
|
|||||||||||||
|
Other
|
|
|
10
|
|
11
|
|
|
21
|
|
||||||||||||||
|
Net cash provided by/(used for) investing activities
|
235
|
|
—
|
|
37
|
|
(329
|
)
|
(385
|
)
|
(442
|
)
|
|||||||||||
|
Cash flows from financing activities
|
|||||||||||||||||||||||
|
Proceeds from long-term debt
|
|
700
|
|
|
680
|
|
|
1,380
|
|
||||||||||||||
|
Payments of long-term debt
|
|
(1,181
|
)
|
|
(733
|
)
|
|
(1,914
|
)
|
||||||||||||||
|
Net change in revolving credit facility and short-term debt
|
|
|
|
(32
|
)
|
|
(32
|
)
|
|||||||||||||||
|
Net change in long-term intercompany balances
|
(300
|
)
|
468
|
|
(180
|
)
|
12
|
|
|
—
|
|
||||||||||||
|
Debt issuance costs
|
|
(9
|
)
|
|
(9
|
)
|
|
(18
|
)
|
||||||||||||||
|
Common stock issued
|
10
|
|
|
|
|
|
10
|
|
|||||||||||||||
|
Common stock repurchased
|
(8
|
)
|
|
|
|
|
(8
|
)
|
|||||||||||||||
|
Dividends paid
|
|
|
|
(537
|
)
|
537
|
|
—
|
|
||||||||||||||
|
Dividends paid to noncontrolling interests
|
|
|
|
(80
|
)
|
|
(80
|
)
|
|||||||||||||||
|
Contribution from noncontrolling interests
|
|
|
|
4
|
|
|
4
|
|
|||||||||||||||
|
Foreign exchange derivatives related to debt
|
|
|
|
42
|
|
|
42
|
|
|||||||||||||||
|
Net cash provided by/(used for) financing activities
|
(298
|
)
|
(22
|
)
|
(180
|
)
|
(653
|
)
|
537
|
|
(616
|
)
|
|||||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
|
(30
|
)
|
|
(30
|
)
|
|||||||||||||||
|
Net change in cash and cash equivalents
|
—
|
|
(21
|
)
|
—
|
|
(137
|
)
|
—
|
|
(158
|
)
|
|||||||||||
|
Cash and cash equivalents at January 1
|
|
104
|
|
|
613
|
|
|
717
|
|
||||||||||||||
|
Cash and cash equivalents at December 31
|
$
|
—
|
|
$
|
83
|
|
$
|
—
|
|
$
|
476
|
|
$
|
—
|
|
$
|
559
|
|
|||||
98
Crown Holdings, Inc.
CONDENSED COMBINING STATEMENT OF CASH FLOWS
For the year ended December 31, 2015
(in millions)
|
Parent
|
Issuer
|
Guarantors
|
Non-
Guarantors
|
Eliminations
|
Total
Company
|
||||||||||||||||||
|
Net provided by/(used for) operating activities
|
33
|
|
(34
|
)
|
6
|
|
951
|
|
|
$
|
956
|
|
|||||||||||
|
Cash flows from investing activities
|
|||||||||||||||||||||||
|
Capital expenditures
|
|
|
(80
|
)
|
(274
|
)
|
|
(354
|
)
|
||||||||||||||
|
Acquisition of businesses, net of cash acquired
|
|
|
|
(1,207
|
)
|
|
(1,207
|
)
|
|||||||||||||||
|
Proceeds from sale of businesses, net of cash sold
|
|
|
|
33
|
|
|
33
|
|
|||||||||||||||
|
Proceeds from sale of property, plant and equipment
|
|
|
2
|
|
5
|
|
|
7
|
|
||||||||||||||
|
Intercompany investing activities
|
(738
|
)
|
15
|
|
71
|
|
738
|
|
(86
|
)
|
—
|
|
|||||||||||
|
Net investment hedge settlements
|
|
(11
|
)
|
|
|
|
(11
|
)
|
|||||||||||||||
|
Other
|
|
|
(10
|
)
|
(6
|
)
|
|
(16
|
)
|
||||||||||||||
|
Net cash provided by/(used for) investing activities
|
(738
|
)
|
4
|
|
(17
|
)
|
(711
|
)
|
(86
|
)
|
(1,548
|
)
|
|||||||||||
|
Cash flows from financing activities
|
|||||||||||||||||||||||
|
Proceeds from long-term debt
|
|
750
|
|
|
685
|
|
|
1,435
|
|
||||||||||||||
|
Payments of long-term debt
|
|
(722
|
)
|
|
(178
|
)
|
|
(900
|
)
|
||||||||||||||
|
Net change in revolving credit facility and short-term debt
|
|
|
|
(7
|
)
|
|
(7
|
)
|
|||||||||||||||
|
Net change in long-term intercompany balances
|
708
|
|
(12
|
)
|
11
|
|
(707
|
)
|
|
—
|
|
||||||||||||
|
Debt issuance costs
|
|
(10
|
)
|
|
(8
|
)
|
|
(18
|
)
|
||||||||||||||
|
Common stock issued
|
6
|
|
|
|
|
|
6
|
|
|||||||||||||||
|
Common stock repurchased
|
(9
|
)
|
|
|
|
|
(9
|
)
|
|||||||||||||||
|
Dividends paid
|
|
|
|
(86
|
)
|
86
|
|
—
|
|
||||||||||||||
|
Dividends paid to noncontrolling interests
|
|
|
|
(48
|
)
|
|
(48
|
)
|
|||||||||||||||
|
Contribution from noncontrolling interests
|
|
|
|
5
|
|
|
5
|
|
|||||||||||||||
|
Foreign exchange derivatives related to debt
|
|
|
|
(58
|
)
|
|
(58
|
)
|
|||||||||||||||
|
Net cash provided by/(used for) financing activities
|
705
|
|
6
|
|
11
|
|
(402
|
)
|
86
|
|
406
|
|
|||||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
|
(62
|
)
|
|
(62
|
)
|
|||||||||||||||
|
Net change in cash and cash equivalents
|
—
|
|
(24
|
)
|
—
|
|
(224
|
)
|
—
|
|
(248
|
)
|
|||||||||||
|
Cash and cash equivalents at January 1
|
|
128
|
|
|
837
|
|
|
965
|
|
||||||||||||||
|
Cash and cash equivalents at December 31
|
$
|
—
|
|
$
|
104
|
|
$
|
—
|
|
$
|
613
|
|
$
|
—
|
|
$
|
717
|
|
|||||
99
Crown Holdings, Inc.
Quarterly Data (unaudited)
|
(in millions)
|
2017
|
2016
|
||||||||||||||||||||||||||||||
|
|
First
(1)
|
Second
(2)
|
Third
(3)
|
Fourth
(4)
|
First
(5)
|
Second
(6)
|
Third
(7)
|
Fourth
(8)
|
||||||||||||||||||||||||
|
Net sales
|
$
|
1,901
|
|
$
|
2,161
|
|
$
|
2,468
|
|
$
|
2,168
|
|
$
|
1,893
|
|
$
|
2,142
|
|
$
|
2,326
|
|
$
|
1,923
|
|
||||||||
|
Gross profit *
|
323
|
|
381
|
|
449
|
|
346
|
|
312
|
|
386
|
|
425
|
|
331
|
|
||||||||||||||||
|
Net income (loss) attributable to Crown Holdings
|
107
|
|
128
|
|
177
|
|
(89
|
)
|
79
|
|
169
|
|
183
|
|
65
|
|
||||||||||||||||
|
Earnings per average common share:
|
||||||||||||||||||||||||||||||||
|
Basic
|
$
|
0.77
|
|
$
|
0.95
|
|
$
|
1.32
|
|
$
|
(0.67
|
)
|
$
|
0.57
|
|
$
|
1.22
|
|
$
|
1.32
|
|
$
|
0.47
|
|
||||||||
|
Diluted
|
0.77
|
|
0.94
|
|
1.32
|
|
(0.67
|
)
|
0.57
|
|
1.21
|
|
1.31
|
|
0.47
|
|
||||||||||||||||
|
Average common shares outstanding:
|
||||||||||||||||||||||||||||||||
|
Basic
|
138.5
|
|
135.3
|
|
134.0
|
|
133.4
|
|
138.1
|
138.5
|
138.7
|
|
138.8
|
|||||||||||||||||||
|
Diluted
|
139.0
|
|
135.7
|
|
134.4
|
|
133.8
|
|
139.0
|
139.3
|
139.5
|
139.5
|
||||||||||||||||||||
|
Common stock price range: **
|
||||||||||||||||||||||||||||||||
|
High
|
$
|
54.73
|
|
$
|
59.66
|
|
$
|
61.17
|
|
$
|
60.91
|
|
$
|
50.48
|
|
$
|
55.44
|
|
$
|
57.46
|
|
$
|
57.49
|
|
||||||||
|
Low
|
52.48
|
|
52.52
|
|
56.96
|
|
55.84
|
|
43.30
|
|
48.28
|
|
49.14
|
|
51.57
|
|
||||||||||||||||
|
Close
|
52.95
|
|
59.66
|
|
59.72
|
|
56.25
|
|
49.59
|
|
50.67
|
|
57.09
|
|
52.57
|
|
||||||||||||||||
* The Company defines gross profit as net sales less cost of products sold and depreciation and amortization.
** Source: New York Stock Exchange - Composite Transactions
Notes:
|
(1)
|
Includes pre-tax benefits of $4 for restructuring and other and $5 for hedge ineffectiveness.
|
|
(2)
|
Includes pre-tax charges of $18 for restructuring and other, $7 for loss from early extinguishment of debt and $8 for hedge ineffectiveness.
|
|
(3)
|
Includes a pre-tax charge of $12 for restructuring and other and a pre-tax benefit of $1 for hedge ineffectiveness.
|
|
(4)
|
Includes pre-tax charges of $3 for asbestos claims and $22 for restructuring and other, a pre-tax benefit of $2 for hedge ineffectiveness and an income tax charge of $177 to recognize the provisional impact of US tax reform.
|
|
(5)
|
Includes pre-tax charges of $2 for restructuring and other and $27 for loss from early extinguishment of debt.
|
|
(6)
|
Includes pre-tax benefits of $3 for restructuring and other and $4 for hedge ineffectiveness.
|
|
(7)
|
Includes pre-tax charges of $20 restructuring and other and $10 for loss from early extinguishment of debt, a pre-tax benefit of $2 for hedge ineffectiveness and an income tax benefit of $31 for a valuation allowance release partially offset by an income tax charge of $13 for tax contingencies and the impact of a corporate restructuring.
|
|
(8)
|
Includes pre-tax charges of $21 for asbestos claims and $25 for restructuring and other, a pre-tax benefit of $2 for hedge ineffectiveness and an income tax charge of $2 for a tax law change.
|
100
Crown Holdings, Inc.
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(In millions)
|
COLUMN A
|
COLUMN B
|
COLUMN C
|
COLUMN D
|
COLUMN E
|
|||||||||||
|
|
|
Additions
|
|
|
|||||||||||
|
Description
|
Balance at
beginning of
period
|
Charged to costs and expense
|
Charged to
other accounts
|
Deductions
– write-offs
|
Balance at
end of period
|
||||||||||
|
For the year ended December 31, 2017
|
|||||||||||||||
|
Allowances deducted from assets to which they apply:
|
|||||||||||||||
|
Trade accounts receivable
|
$
|
76
|
|
$
|
—
|
|
$
|
6
|
|
$
|
(11
|
)
|
$
|
71
|
|
|
Deferred tax assets
|
225
|
|
9
|
|
—
|
|
(6
|
)
|
228
|
|
|||||
|
For the year ended December 31, 2016
|
|||||||||||||||
|
Allowances deducted from assets to which they apply:
|
|||||||||||||||
|
Trade accounts receivable
|
83
|
|
9
|
|
(1
|
)
|
(15
|
)
|
76
|
|
|||||
|
Deferred tax assets
|
241
|
|
(14
|
)
|
2
|
|
(4
|
)
|
225
|
|
|||||
|
For the year ended December 31, 2015
|
|||||||||||||||
|
Allowances deducted from assets to which they apply:
|
|||||||||||||||
|
Trade accounts receivable
|
88
|
|
4
|
|
(9
|
)
|
—
|
|
83
|
|
|||||
|
Deferred tax assets
|
245
|
|
21
|
|
(9
|
)
|
(16
|
)
|
241
|
|
|||||
Amounts charged to other accounts primarily relates to foreign currency translation.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
None.
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
As of the end of the period covered by this Annual Report on Form 10-K, management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that evaluation and as of the end of the period for which this report is made, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information to be disclosed in reports that the Company files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and terms of the Securities and Exchange Commission, and to ensure that
101
Crown Holdings, Inc.
information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
The Company’s report on internal control over financial reporting is included in Part II, Item 8 of this Annual Report on Form 10-K.
There has been no change in internal control over financial reporting that occurred during the quarter ended December 31, 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
|
ITEM 9B.
|
OTHER INFORMATION
|
None.
PART III
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
The information required by this Item is set forth in the Company’s Proxy Statement within the sections entitled “Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance” and is incorporated herein by reference.
The following table sets forth certain information concerning the principal executive officers of the Company, including their ages and positions.
|
Year Assumed
|
|||||||
|
Name
|
Age
|
Title
|
Present Title
|
||||
|
Timothy J. Donahue
|
55
|
|
President and Chief Executive Officer
|
2016
|
|||
|
Gerard H. Gifford
|
62
|
|
Executive Vice President and Chief Operating Officer
|
2017
|
|||
|
Djalma Novaes, Jr.
|
57
|
|
President – Americas Division
|
2015
|
|||
|
Didier Sourisseau
|
52
|
|
President – European Division
|
2017
|
|||
|
Robert H. Bourque, Jr.
|
47
|
|
President – Asia Pacific Division
|
2016
|
|||
|
Thomas A. Kelly
|
58
|
|
Senior Vice President and Chief Financial Officer
|
2013
|
|||
|
David A. Beaver
|
42
|
|
Vice President and Corporate Controller
|
2015
|
|||
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
The information required by this Item is set forth in the Company’s Proxy Statement within the sections entitled “Executive Compensation,” “Compensation Discussion and Analysis” and “Corporate Governance” and is incorporated herein by reference.
102
Crown Holdings, Inc.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Certain information required by this Item is set forth in the Company’s Proxy Statement within the sections entitled “Proxy Statement – Meeting, April 26, 2018” and “Common Stock Ownership of Certain Beneficial Owners, Directors and Executive Officers” and is incorporated herein by reference.
The following table provides information as of
December 31, 2017
with respect to shares of the Company’s Common Stock that may be issued under its equity compensation plans:
|
Equity Compensation Plan Information
|
||||||
|
Plan category
|
Number of Securities
to be Issued Upon
Exercise of Outstanding
Options, Warrants
and Rights
(a)
|
Weighted average Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
|
Number of Securities
Remaining Available
For Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected
In Column (a))
(c)
|
|||
|
Equity compensation plans
approved by security holders
|
284,408
|
$46.99
|
5,624,458
|
|||
|
Equity compensation plans not
approved by security holders
|
||||||
|
Total
|
284,408
|
|
$46.99
|
|
5,624,458
|
|
|
(1)
|
Includes the 2006 and 2013 Stock-Based Incentive Compensation Plans.
|
|
(2)
|
Includes 214,408 shares of deferred stock awarded from the 2013 Stock-Based Incentive Compensation Plan during each year from 2013 through 2017. The shares are time-vesting and will be issued up to four years from their grant date. The weighted-average exercise price in the table does not include these shares.
|
(3) Includes 4,685,261, 804,377 and 134,820 shares available for issuance at December 31, 2017 under the 2013 Stock Based Incentive Compensation Plan, the Company’s Employee Stock Purchase Plan and the Stock Compensation Plan for Non-Employee Directors.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
The information required by this Item is set forth in the Company’s Proxy Statement within the sections entitled “Election of Directors,” “Corporate Governance” and “Executive Compensation” and is incorporated herein by reference.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
The information required by this Item is set forth in the Company’s Proxy Statement within the sections entitled “Principal Accounting Fees and Services” and is incorporated herein by reference.
103
Crown Holdings, Inc.
PART IV
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
a)
|
The following documents are filed as part of this report:
|
|
(1)
|
All Financial Statements (see Part II, Item 8)
|
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
Consolidated Balance Sheets as of December 31, 2017 and 2016
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements
Supplementary Information
(2) Financial Statement Schedules:
Schedule II – Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2017, 2016 and 2015
All other schedules have been omitted because they are not applicable or the required information is included in the Consolidated Financial Statements.
|
(3)
|
Exhibits
|
|
3.a
|
|
3.b
|
|
4.a
|
Specimen certificate of Registrant’s Common Stock (incorporated by reference to Exhibit 4.a of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 1-2227)).
|
|
4.b
|
Indenture, dated December 17, 1996, among Crown Cork & Seal Company, Inc., Crown Cork & Seal Finance PLC, Crown Cork & Seal Finance S.A. and the Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
|
|
4.c
|
Form of the Registrant's 7-3/8% Debentures Due 2026 (incorporated by reference to Exhibit 99.1 of the Registrant's Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
|
|
4.d
|
Officers' Certificate for 7-3/8% Debentures Due 2026 (incorporated by reference to Exhibit 99.6 of the Registrant's Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
|
|
4.e
|
Form of the Registrant's 7-1/2% Debentures Due 2096 (incorporated by reference to Exhibit 99.2 of the Registrant's Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
|
|
4.f
|
Officers' Certificate for 7-1/2% Debentures Due 2096 (incorporated by reference to Exhibit 99.7 of the Registrant's Current Report on From 8-K dated December 17, 1996 (File No. 1-2227)).
|
104
Crown Holdings, Inc.
|
4.g
|
Terms Agreement, dated December 12, 1996 (incorporated by reference to Exhibit 1.1 of the Registrant's Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).
|
|
4.h
|
Form of Bearer Security Depositary Agreement (incorporated by reference to Exhibit 4.2 of the Registrant's Registration Statement on Form S-3, dated November 26, 1996, amended December 5 and 10, 1996 (File No. 333-16869)).
|
|
4.i
|
|
4.j
|
|
4.k
|
|
4.l
|
|
4.m
|
|
4.n
|
|
4.o
|
|
4.p
|
|
4.q
|
|
4.r
|
105
Crown Holdings, Inc.
|
4.s
|
|
4.t
|
|
4.u
|
|
4.v
|
|
4.w
|
|
4.x
|
|
4.y
|
|
4.z
|
|
4.aa
|
|
4.bb
|
106
Crown Holdings, Inc.
Other long-term agreements of the Registrant are not filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, and the Registrant agrees to furnish copies of such agreements to the Securities and Exchange Commission upon its requests.
10.a Employment Contracts:
|
(2)
|
|
(3)
|
|
(4)
|
|
(5)
|
|
(6)
|
|
(7)
|
|
10.b
|
|
10.c
|
|
10.d
|
Senior Executive Retirement Agreements:
|
|
(2)
|
|
(3)
|
107
Crown Holdings, Inc.
|
(4)
|
|
(5)
|
|
(6)
|
|
(7)
|
|
(8)
|
|
(9)
|
|
10.e
|
|
10.f
|
|
10.g
|
|
10.h
|
|
10.i
|
|
10.j
|
|
10.k
|
|
10.l
|
Crown Cork & Seal Company, Inc. Pension Plan for Outside Directors, dated as of October 27, 1994 (incorporated by reference to Exhibit 10.c of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 (File No. 1-2227)).
|
108
Crown Holdings, Inc.
|
10.m
|
|
10.n
|
|
10.o
|
|
10.p
|
|
10.q
|
|
10.r
|
|
10.s
|
|
10.t
|
|
10.u
|
|
10.v
|
Exhibits 10.c through 10.v are management contracts or compensatory plans or arrangements required to be filed as exhibits pursuant to Item 14(c) of this Report.
|
12
|
|
21
|
|
23
|
|
31.1
|
|
31.2
|
|
32
|
109
Crown Holdings, Inc.
|
101
|
The following financial information from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the twelve months ended December 31, 2017, 2016 and 2015, (ii) Consolidated Statements of Comprehensive Income for the twelve months ended December 31, 2017, 2016 and 2015; (iii) Consolidated Balance Sheets as of December 31, 2017 and December 31, 2016, (iv) Consolidated Statements of Cash Flows for the twelve months ended December 31, 2017, 2016 and 2015, (v) Consolidated Statements of Changes in Shareholders' Equity for the twelve months ended December 31, 2017, 2016 and 2015 and (vi) Notes to Consolidated Financial Statements.
|
|
ITEM 16.
|
FORM 10-K SUMMARY
|
None.
110
Crown Holdings, Inc.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
Crown Holdings, Inc.
Registrant
|
|
|
By:
|
|
/s/ David A. Beaver
|
|
|
David A. Beaver
|
|
|
|
Vice President and Corporate Controller
|
|
Date:
February 26, 2018
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy J. Donahue, Thomas A. Kelly and William T. Gallagher, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments to the Annual Report on Form 10-K for the Company’s 2017 fiscal year, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated above.
|
SIGNATURE
|
TITLE
|
|
|
/s/ Timothy J. Donahue
|
|
|
|
Timothy J. Donahue
|
|
Director, President and Chief Executive Officer
|
|
/s/ Thomas A. Kelly
|
|
|
|
Thomas A. Kelly
|
|
Senior Vice President and Chief Financial Officer
|
|
/s/ David A. Beaver
|
|
|
|
David A. Beaver
|
|
Vice President and Corporate Controller
|
DIRECTORS
|
/s/ John W. Conway
|
/s/ James H. Miller
|
|||
|
John W. Conway, Chairman of the Board
|
James H. Miller
|
|||
|
/s/ Arnold W. Donald
|
|
|
/s/ Josef M. Müller
|
|
|
Arnold W. Donald
|
|
|
Josef M. Müller
|
|
|
/s/ Andrea J. Funk
|
|
|
/s/ Caesar F. Sweitzer
|
|
|
Andrea J. Funk
|
|
|
Caesar F. Sweitzer
|
|
|
/s/ Rose Lee
|
|
|
/s/ Jim L. Turner
|
|
|
Rose Lee
|
|
|
Jim L. Turner
|
|
|
/s/ William G. Little
|
|
|
/s/ William S. Urkiel
|
|
|
William G. Little
|
|
|
William S. Urkiel
|
|
|
/s/ Hans J. Löliger
|
|
|
||
|
Hans J. Löliger
|
|
|
||
111
TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. Selected Financial DataprintItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accounting Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint