CROWN HOLDINGS, INC. (Exact name of registrant as specified in its - PDF document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ____________________________________ FORM 10-Q ____________________________________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO ____ COMMISSION FILE NUMBER 000-50189 ____________________________________________________ CROWN HOLDINGS, INC. (Exact name of registrant as specified in its charter) ____________________________________________________ Pennsylvania 75-3099507 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Crown Way, Philadelphia, PA 19154-4599 (Address of principal executive offices) (Zip Code) 215-698-5100 (registrant’s telephone number, including area code) ____________________________________________________ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one) Large accelerated filer x Accelerated filer ¨ Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company ¨ Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ¨ No x There were 139,676,156 shares of Common Stock outstanding as of July 29, 2016.

Crown Holdings, Inc. PART I – FINANCIAL INFORMATION CONSOLIDATED STATEMENTS OF OPERATIONS (In millions except per share data) (Unaudited) Three Months Ended Six Months Ended June 30 June 30 2016 2015 2016 2015 Net sales $ 2,142 $ 2,278 $ 4,035 $ 4,275 Cost of products sold, excluding depreciation and amortization 1,691 1,843 3,212 3,503 Depreciation and amortization 65 62 125 113 Selling and administrative expense 94 99 185 197 Restructuring and other (3) (3) (1) 17 Income from operations 295 277 514 445 Loss from early extinguishments of debt — 9 27 9 Interest expense 58 69 122 134 Interest income (2) (2) (5) (4) Foreign exchange (11) (1) (17) 5 Income before income taxes 250 202 387 301 Provision for income taxes 65 49 103 86 Net income 185 153 284 215 Net income attributable to noncontrolling interests (16) (11) (36) (29) Net income attributable to Crown Holdings $ 169 $ 142 $ 248 $ 186 Earnings per common share attributable to Crown Holdings: Basic $ 1.22 $ 1.03 $ 1.79 $ 1.35 Diluted $ 1.21 $ 1.02 $ 1.78 $ 1.34 The accompanying notes are an integral part of these consolidated financial statements. 2

Crown Holdings, Inc. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions) (Unaudited) Three Months Ended Six Months Ended June 30 June 30 2016 2015 2016 2015 Net income $ 185 $ 153 $ 284 $ 215 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (134) 4 (125) (207) Pension and other postretirement benefits 10 12 23 23 Derivatives qualifying as hedges 22 (8) 24 (10) Total other comprehensive income (loss) (102) 8 (78) (194) Total comprehensive income 83 161 206 21 Net income attributable to noncontrolling interests (16) (11) (36) (29) Translation adjustments attributable to noncontrolling interests — (1) — 1 Derivatives qualifying as hedges attributable to noncontrolling interests (2) 1 (3) 1 Comprehensive income attributable to Crown Holdings $ 65 $ 150 $ 167 $ (6) The accompanying notes are an integral part of these consolidated financial statements. 3

Crown Holdings, Inc. CONSOLIDATED BALANCE SHEETS (Condensed) (In millions) (Unaudited) June 30, December 31, 2016 2015 Assets Current assets Cash and cash equivalents $ 370 $ 717 Receivables, net 929 912 Inventories 1,419 1,213 Prepaid expenses and other current assets 240 207 Total current assets 2,958 3,049 Goodwill and intangible assets, net 3,472 3,580 Property, plant and equipment, net 2,700 2,699 Other non-current assets 646 692 Total $ 9,776 $ 10,020 Liabilities and equity Current liabilities Short-term debt $ 37 $ 54 Current maturities of long-term debt 236 209 Accounts payable and accrued liabilities 2,554 2,645 Total current liabilities 2,827 2,908 Long-term debt, excluding current maturities 5,011 5,255 Postretirement and pension liabilities 672 767 Other non-current liabilities 643 655 Commitments and contingent liabilities (Note L) Noncontrolling interests 305 291 Crown Holdings shareholders’ equity 318 144 Total equity 623 435 Total $ 9,776 $ 10,020 The accompanying notes are an integral part of these consolidated financial statements. 4

Crown Holdings, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed) (In millions) (Unaudited) Six Months Ended June 30 2016 2015 Cash flows from operating activities Net income $ 284 $ 215 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 125 113 Restructuring and other (1) 17 Pension expense 14 22 Pension contributions (41) (34) Stock-based compensation 10 17 Changes in assets and liabilities: Receivables (2) (96) Inventories (216) (132) Accounts payable and accrued liabilities (100) (168) Other, net (10) 31 Net cash provided by (used for) operating activities 63 (15) Cash flows from investing activities Capital expenditures (143) (111) Purchase of business — (1,207) Proceeds from sale of business — 30 Other 18 (14) Net cash used for investing activities (125) (1,302) Cash flows from financing activities Proceeds from long-term debt 304 1,421 Payments of long-term debt (725) (752) Net change in revolving credit facility and short-term debt 138 96 Debt issue costs (2) (17) Common stock issued 5 5 Common stock repurchased (8) (9) Contributions from noncontrolling interests 1 — Dividends paid to noncontrolling interests (26) (17) Foreign exchange derivatives related to debt 32 (48) Net cash provided by (used for) by financing activities (281) 679 Effect of exchange rate changes on cash and cash equivalents (4) (39) Net change in cash and cash equivalents (347) (677) Cash and cash equivalents at January 1 717 965 Cash and cash equivalents at June 30 $ 370 $ 288 The accompanying notes are an integral part of these consolidated financial statements. 5

Crown Holdings, Inc. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (In millions) (Unaudited) Crown Holdings, Inc. Shareholders’ Equity Accumulated Other Total Common Paid-in Accumulated Comprehensive Treasury Crown Noncontrolling Stock Capital Earnings Loss Stock Equity Interests Total Balance at January 1, 2015 $ 929 $ 407 $ 1,782 $ (2,765) $ (234) $ 119 $ 268 $ 387 Net income 186 186 29 215 Other comprehensive income (192) (192) (2) (194) Dividends paid to noncontrolling interests — (17) (17) Restricted stock awarded (2) 2 — — Stock-based compensation 17 17 17 Common stock issued 4 1 5 5 Common stock repurchased (8) (1) (9) (9) Balance at June 30, 2015 $ 929 $ 418 $ 1,968 $ (2,957) $ (232) $ 126 $ 278 $ 404 Balance at January 1, 2016 $ 929 $ 426 $ 2,175 $ (3,154) $ (232) $ 144 $ 291 $ 435 Net income 248 248 36 284 Other comprehensive income (81) (81) 3 (78) Dividends paid to noncontrolling interests — (26) (26) Contribution from noncontrolling interests — 1 1 Restricted stock awarded (1) 1 — — Stock-based compensation 10 10 10 Common stock issued 4 1 5 5 Common stock repurchased (7) (1) (8) (8) Balance at June 30, 2016 $ 929 $ 432 $ 2,423 $ (3,235) $ (231) $ 318 $ 305 $ 623 The accompanying notes are an integral part of these consolidated financial statements. 6