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Crown Holdings (NYSE:CCK)

Q1 2013 Earnings Call

April 18, 2013 9:00 am ET

Executives

John W. Conway - Chairman, Chief Executive Officer and Member of Executive Committee

Thomas A. Kelly - Chief Financial Officer and Senior Vice President

Timothy J. Donahue - President and Chief Operating Officer

Analysts

Philip Ng - Jefferies & Company, Inc., Research Division

Ghansham Panjabi - Robert W. Baird & Co. Incorporated, Research Division

George L. Staphos - BofA Merrill Lynch, Research Division

Phil M. Gresh - JP Morgan Chase & Co, Research Division

Christopher D. Manuel - Wells Fargo Securities, LLC, Research Division

Adam J. Josephson - KeyBanc Capital Markets Inc., Research Division

Scott Gaffner - Barclays Capital, Research Division

Albert T. Kabili - Crédit Suisse AG, Research Division

Alex Ovshey Ovshey - Goldman Sachs Group Inc., Research Division

Anthony Pettinari - Citigroup Inc, Research Division

Mark Wilde - Deutsche Bank AG, Research Division

Chip A. Dillon - Vertical Research Partners, LLC

Operator

Good morning, and welcome to the Crown Holdings First Quarter 2013 Earnings Conference Call. [Operator Instructions] Please be advised that this conference is being recorded. I would now like to turn the call over to Mr. John Conway, Chairman of the Board and Chief Executive Officer. Sir, you may begin.

John W. Conway

Thanks, Shirley. Good morning, everyone. With me on the call are Tim Donahue, President and Chief Operating Officer; and Tom Kelly, Senior Vice President and Chief Financial Officer.

I will make some brief introductory comments regarding the company's performance in the first quarter and then turn it over to Tom Kelly, who will take you through the numbers and give you some additional detail. Tim Donahue will review carefully the performance of the various businesses in the quarter and discuss briefly our views about the balance of the year.

Let me remind you that on this call, as in the earnings release, we will be making a number of forward-looking statements. Actual results could vary materially from such statements.

Additional information concerning factors that could cause actual results to vary is contained in the press release and in our SEC filings, including comments in the section titled Management's Discussion and Analysis of Financial Condition and Results of Operations in form 10K for 2011 and in subsequent filings.

Crown had a strong performance in the first quarter. Volumes were up nicely across most of our businesses. Earnings per share from continuous operations of $0.50 were well above prior year's $0.46. All of the businesses performed essentially as we had expected.

Our global beverage businesses got off to a very strong start, in fact, somewhat better than we had anticipated. Our other businesses were generally in line with our expectations. Our European Food business was slightly weaker than we had expected, principally as a consequence of a very cold first quarter in Europe and due to the delay of early shipment of seasonal cans, which will now occur later in the year. Tim Donahue will speak more about this.

So all in all, we had a promising beginning to 2013 and we have a lot of confidence about our performance as we look into the months and quarters ahead.

And with that, I'll turn it over to Tom.

Thomas A. Kelly

Thank you, John, and good morning. Diluted earnings per share for the first quarter of 2013 were $0.28 compared to $0.46 in 2012. On a comparable basis, diluted earnings per share were $0.50 in 2013 versus $0.46 last year. Net sales for the quarter were slightly ahead of 2012, as higher global beverage can volumes offset somewhat lower volumes in our European Food can operations and the pass-through of lower material costs. Global beverage can volumes increased 6% in the quarter, and food can volumes were down about 2%.

Overall segment income at $195 million improved $14 million from the prior year due to increased beverage can volumes and lower depreciation expense, partially offset by lower profits in European Food. Our adjusted tax rate for the quarter at 26% was in line with our previous guidance of 26% to 27% for the year.

In January, we successfully completed the issuance of $1 billion of 10-year unsecured notes at 4.5%. With this issuance, we were able to extend our debt maturity profile and lock in historically low rates.

We ended the quarter with almost $1.1 billion of cash and availability under our revolving credit facility. At this time, we are reiterating our previous guidance for full year 2013 comparable earnings per share to be in the range of $3.20 to $3.40 per diluted share. Second quarter 2013 comparable earnings are currently projected to be in the range of $0.88 to $0.98 per share. We are also reiterating our free cash flow guidance of $500 million for the year.

And with that, I'll turn it over to Tim.

Timothy J. Donahue

Thank you, Tom, and good morning to everybody. As Tom described, we had a solid quarter and are off to a good start this year. Demand continues to be strong, particularly in beverage cans, which we expect will continue. Operationally, our plants continue to run very well, with productivity and efficiency improving.

In Americas Beverage, we had a solid performance, with volume up more than 3% compared to the prior year on the back of strong double-digit increases in Brazil and Mexico, offsetting a 1% decline in North America.

As we look back on our own strong performance and the overall market performance during the past 6 months in Brazil, that is the Brazilian summer selling season, we remain encouraged by the future growth prospects in this important market.

As we noted in last night's release, we began construction on our new beverage can plant in northern Brazil to meet continued growing demand. The plant, located in Teresina, approximately 500 miles east southeast of Belem, is scheduled for commercial production in the first quarter of 2014.

Unit volume sales in European Beverage were up 4% in the first quarter and, coupled with improved manufacturing performance throughout our operations, drove the improvement in segment income. Our new plant in Turkey is progressing well and is on its learning curve. All in all, a nice start to what we believe is going to be a very good year.

Beverage can unit sales in Asia-Pacific were up 18% in the first quarter compared to 2012. As you know, we have expanded capacity through numerous major projects over the last 3 years. Including projects to be completed this year, we will have added 9 billion units of annualized beverage can capacity since 2011 in Asia-Pacific. We are currently upgrading and integrating 2 acquisitions made in the fourth quarter of 2012.

In the first quarter of this year, we completed the construction of second beverage can lines in our plants in Putian, China and in Malaysia. And next week, we expect to begin customer shipments from our new plant in Danang, Vietnam.

During the first quarter, we collected the final tranche of the Thai flood insurance settlement, and our new plant near Bangkok will be completed next month. And lastly, in July, we expect to begin shipping from our new plant in Sihanoukville, Cambodia.

So as we have said, a lot of activity, but the large construction phase is coming to a close. Our team in Asia-Pacific, assisted by the engineers in our equipment manufacturing business and our in-house project management teams, have handled it well, with plants coming up the learning curve on plan.

As we have previously discussed, Asia-Pacific revenues are expected to increase more than 30% this year, and we have built an industrial platform from which we will continue to generate further growth and opportunities across the region. We have 5 plants in learning curve currently, with 3 more to be added shortly. So in total, we will have 8 plants across various stages of learning curve. Demand remains strong, and as we continue to move up learning curve, we expect improving segment income over each quarter this year.

As Tom noted, food can unit sales were off 2% both in the Americas and Europe to the prior year. But in absolute terms, this is not a significant number of cans in a very small seasonal quarter. Our North American food can factories continue to perform very well with high productivity and asset utilization.

In Europe, the first quarter was essentially on plan, but compared to prior year, it was impacted by the carry-over impact of price compression, which occurred in the back half of 2012 and the phasing of preseason shipments to quarter 2.

With more normal spring and summer European weather patterns, we would anticipate improving results over the balance of the year. Aerosols performed well in the quarter, with volume growth in North America, and cost reductions from recent restructurings in Europe contributing to the improved performance, offsetting lower timing-related shipments in our equipment business.

So in summary, while Q1 is a small quarter, we are off to a good start. It is early, but demand remains firm. And as Tom mentioned, we expect growth in comparable earnings and cash flow this year.

And with that, I will hand it back over to John.

John W. Conway

Thanks, Tim. And Shirley, we're ready to open it up for questions, please.

Question-and-Answer Session

Operator

[Operator Instructions] Our first question comes from Philip Ng with Jefferies.

Philip Ng - Jefferies & Company, Inc., Research Division

Your European Beverage business performed quite well during Q1. Can you parse out the trends that you're seeing in Europe versus the Middle East? It seems like you're outperforming your competitor. And did you see any pricing during the quarter, improvement?

John W. Conway

Tim and I will both take a crack at it. Actually, demand was reasonably strong for us across the entire region, which as you just mentioned, is Europe, the Mediterranean, and the Middle East. And so that part was very good. Pricing, it was -- firmed up. There was no further problem with pricing. Productivity improvements were good. So -- but Tim, you might want to add to that.

Timothy J. Donahue

Yes. I mean, as you recall, Phil, not only did we open a plant in Turkey mid last year, but over the last several years, we've built a very large 2-piece can plant in Slovakia. And manufacturing improvements made there, as well as the increased volume across the region, contributed to the income improvement.

Philip Ng - Jefferies & Company, Inc., Research Division

Okay, that's helpful. And on the food can side, can you give us an early read-through on what you're expecting from a vegetable pack standpoint in North America and Europe? I know Europe was a little weaker, but it seems like it was more of a one-time issue. Can you give us some color on that front?

Timothy J. Donahue

It's kind of early to talk about what we expect from the vegetable pack, although we expect a firm pack. The plantings are up. And obviously, weather was a challenge last year both in North America and Europe. We expect weather to be better this year. And we're expecting a pretty firm year.

Philip Ng - Jefferies & Company, Inc., Research Division

Okay. And just one last question. Any thoughts on the timing of the buyback for 2013?

Thomas A. Kelly

Phil, we said we would do buybacks this year and we have not done any yet, as you can see in the results. But we will do some later in the year.

Operator

Your next question comes from Gansham Panjabi with Robert W. Baird.

Ghansham Panjabi - Robert W. Baird & Co. Incorporated, Research Division

On European Food, can you give us a sense as to what the production level was during the first quarter of this year? And how does that compare to a year ago, because you obviously called out some weakness in the volume side as well?

Timothy J. Donahue

I actually know that number. We -- production was about 4% lower in Q1 this year than in Q1 last year.

Ghansham Panjabi - Robert W. Baird & Co. Incorporated, Research Division

Okay. And how do you feel about inventories as you kind of head towards 2Q?

Timothy J. Donahue

I think we're in pretty good shape. You know Q1 is a very small quarter for food, but we're in very good shape as it relates to our inventory. And our manufacturing plant is well prepared, and we feel pretty good. And as I said, we expect better weather this year.

Ghansham Panjabi - Robert W. Baird & Co. Incorporated, Research Division

Okay. And so just sort of a bigger picture question, right? So since '10, CapEx has been ramped up quite a bit. Your EBITDA has grown, but it's been offset by weakness elsewhere, and obviously, European Food comes to mind. As you think about, I don't know, the next 3 to 5 years or so, is most of the growth for Crown still going to come from new capacity additions via CapEx? Or should we expect a meaningful contribution from your non-beverage can business also? And more importantly, how should we think about the parameters of that contribution on EBITDA basis?

John W. Conway

Oh, I think you know the answer, Ghansham. We expect most of the growth to come from beverage. That's where we've been putting our emphasis. That's where we're seeing really strong demand in all of the markets that we selected a decade ago. And so we feel pretty good about the decisions we made and where we've decided to go and the results that we've had. The beverage business is stable in North America and Europe, typically. I mean, true, we've had a -- we've baxed [ph] a little bit in Europe over the last couple of years for various reasons, but demand tends to be stable. It's an important business for us. But you shouldn't expect a lot of growth in it. The growth is fundamentally going to be in beverage.

Ghansham Panjabi - Robert W. Baird & Co. Incorporated, Research Division

Well, I guess, I was referring to the fact that the growth has come from beverage, obviously, from the emerging markets, but it's been offset by the food and aerosol businesses, et cetera. So I guess the question is, over the next 3 to 5 years, do you expect, based on what you see right now, is that going to be kind of stable, like flattish EBITDA improvement, or is that going to be a source of improvement as you've -- obviously, I'm thinking of restructuring actions too?

John W. Conway

Yes, okay, I'm sorry. Aerosol will rebound this year. And as Tim said, demand has been -- it was up in the States, flattish in Europe, but we're getting the benefit of the restructuring. So we think aerosol, from an EBITDA perspective, is going to make an increasing contribution this year. Same thing with food in Europe. We still expect food will bounce back for the year, and for all the reasons Tim said. We're running better. We've done a lot of restructuring. We're taking costs out. And at the same time, we expect a more normal demand, and not just demand but patterns. As you know, we had mix issues last year largely because of the weather, and we expect that to correct itself this year.

Operator

Our next question comes from George Staphos with Bank of America Merrill Lynch.

George L. Staphos - BofA Merrill Lynch, Research Division

My first question is on European Food cans. And yes, I know it's early in the year. Would it be fair to say, given your negotiations and conclusions with customer discussions, that for now you don't expect any further price compression versus what you were seeing in the second half of 2012?

Timothy J. Donahue

That's correct.

George L. Staphos - BofA Merrill Lynch, Research Division

Okay. And secondly, when we look at Brazil, in light of what was on-again, off-again growth over the last 2 years, realizing that that's typical in growing markets, emerging markets, why the decision to add Teresina? What amount of the volume associated with Teresina, if you can you provide that as well, is already contracted?

Timothy J. Donahue

The first thing I'd say is, when you describe Brazil as on-again, off-again, I think as we look at the high season, that is September through March over the last several years, there's been nothing short of tremendous demand. Certainly the low season, and we've talked about this before, is a low season -- in their winter months, our summer months. But as we look at the needs during the high season, it's very clear that the market needs more cans. We need more cans to supply our customers and specifically, in the North, where the market is growing. As relates contracted out for this plant, 65%, 70% already, and my sense is that we're going to be oversold by the plant -- by the time the plant comes up online next year.

John W. Conway

George, you need to keep in mind that the northern part of the country has had a supply deficit for the last 5 years, and that didn't change as a consequence of 1 line going up in the North in Belem, that's been talked about so much. We've been supporting the North from our plant in São Paulo, but we have increasing demand in São Paulo. We can't continue to do that anymore. So this was something that we felt was prudent and cautious and required and not at all something that we've done without a great deal of thought in terms of adding the capacity in the North.

George L. Staphos - BofA Merrill Lynch, Research Division

Understand. Is there a way to discuss how long the contracts that are initially going into the facility will be?

John W. Conway

Well, they're multiple-year deals.

George L. Staphos - BofA Merrill Lynch, Research Division

Okay. Would it be 3 on average, John? I realize if you don't want to get into this dialogue, I understand that, but just...

John W. Conway

I can't get into that kind of detail.

George L. Staphos - BofA Merrill Lynch, Research Division

Understand. Understand. I guess, the last comment and question I've got, and I'll turn it over, and it's somewhat related to what I guess Ghansham was also getting at. If I look at, and I raised this on the last conference call, certainly, you've seen lots of growth and capacity and that sets you up well for the future. We're seeing capital spending now beginning to decline. Your, return on capital, when I look at it, based on, say, the last 2 or 3 years, it's reaching a level that hopefully we're at a trough at. What do you expect will be the biggest drivers of improvement on return on capital, the next 3 to 5 years, let's use that as a framework? Will it be basically coming up the learning curve with your existing facilities in beverage? Will it be other sources? And in light of the improvement on return on capital, when should your investors expect to see a dividend?

Timothy J. Donahue

Well, let's talk about the opportunities for improvements in return on capital or income, all tied together. I think it comes from a number of sources. The first will be, as the new operations come through learning curve and are seasoned and those markets continue to grow, we're certainly going to be more efficient within our own operations. We'll produce more cans, sell more cans. So clearly, the first lever will be the growth markets that we're in, that we've had a very good experience in. The second will be ongoing cost reductions that we expect to continue to realize across aerosol and food in Europe as well as an improvement in those business over the next several years. We are committed to food cans, we believe it's a very good long-term market. And the business is going to bounce back, and we have a number of opportunities to improve our cost position going forward. As it relates to dividend, I'll leave that for John.

John W. Conway

Yes, George, I mean, the dividend is something we look at constantly and we're thinking about carefully. We like the flexibility that we now have to deploy cash very, very effectively, either through share buybacks, as we plan to do quite a bit of this year, as you know, or grabbing opportunities where they arise. We're in a unique position in the packaging industry, we think. We're in, we believe, the most attractive growth markets in the world, principally for beverage. The result is we have more and more opportunities. It's not going to cause us to stray much from our CapEx, free cash flow discipline, but we really do have opportunities keep arising. I think when Tim went through the list of plants that we're bringing on, I think even some of you might have been surprised at some of the locations. There are other places that we're looking at, other markets that we're concerned -- that we're considering, all in the regions that we're in. So for the time being, we continue to look at it, but we like the flexibility that we have.

Operator

Our next question comes from Phil Gresh with JPMC.

Unknown Analyst

First question is just on the restructuring saves. In the 10-K recently, you talked about $46 million of saves through 2014. I'm just wondering how much of that you expect to realize in 2013? And perhaps, if you have it, Tim, or Tom, kind of where you are from a run rate standpoint here?

Thomas A. Kelly

Yes, Phil, the savings we expect are already in the 2013 numbers. And I would say everything is in there except some spillover into '14 of maybe $10 million. So generally, it's all in our guidance already. And the numbers we gave in the Q, we do expect to realize in the K.

Phil M. Gresh - JP Morgan Chase & Co, Research Division

Okay. And just from a run rate standpoint today?

Timothy J. Donahue

I would say that we would expect the savings to accelerate in the back half of this year. Just I'll recap briefly what we've done over the last 2 years. We closed a food can plant in France and a very large aerosol can plant in Belgium mid last year, so we are realizing the full benefits of those closures currently. In our Q4 2012 report, you saw another restructuring charge. That was a large Specialty Packaging can plant that we've identified in Belgium and a food can plant in the U.K. Both are still continuing to operate. We would expect them to operate through Q2. And as we bring the plants down and qualify the new plants post Q2, we'll begin to realize the savings there.

Phil M. Gresh - JP Morgan Chase & Co, Research Division

Got it, okay. And then just on European Food, one more question. You talked about stable pricing. I'm just kind of curious if as you think about the opportunity to kind of claw back some of these price declines that you've had, do you feel that you need improved demand to get that? Or do you feel that the restructuring actions you're taking alone might actually be an opportunity as you look ahead to 2014?

John W. Conway

Well for the moment, our assumptions are pricing remains about where it is. We're not assuming that pricing is going to get a lot better. And so we're working on the assumption the way we need to improve food performance in Europe and aerosols and so on, and Spec Pack to a degree as well, is reduce our costs. And that's what we're doing aggressively. We've talked about this over the years. We've pointed out we have a number of opportunities to reduce costs in Europe, but we wanted to do things in a very measured way. We wanted to spend cash there in a measured way. And we're always comparing cost reduction opportunities in European Food and so for with growth opportunities in beverage all over the world. So -- but I'd say at the moment, Phil, our focus is to take cost out.

Phil M. Gresh - JP Morgan Chase & Co, Research Division

Okay. And then last question, just on China. Obviously, you're doing the line 2 at Putian. Any thoughts as to, given the market dynamics, when you would consider adding capacity again? Obviously, this is a strong growth market. And you talked on our last call about your confidence in that market longer-term. But would you say that you're kind of in a holding pattern for 12 months at this point? Or just how -- any kind of way you can frame that for us?

John W. Conway

I think that's fair. I mean, we -- the China market continues to grow nicely. It's a big, big market. And all the indications, I think, are very positive in terms of our customers and their desire to move towards aluminum beverage cans. So that's all very, very positive. We put a lot of new capacity in, as Tim has outlined for you and we've outlined over the last number of calls. But at the moment, we think we're well positioned. Our geographic footprint is good. As you know, a huge country, but we've improved our geographic coverage dramatically over the past 2 years. So we're going to run what we have and watch the market and respond accordingly, but I wouldn't -- we're not planning anything new in China over the next 12 months, that's for sure. Tim, you might want to that.

Timothy J. Donahue

No, I don't think there's anything to add.

Operator

Our next question comes from Chris Manuel with Wells Fargo Securities.

Christopher D. Manuel - Wells Fargo Securities, LLC, Research Division

A couple of questions for you. First, normally, we don't talk about this much or we don't get into this detail, but I'm hoping you could give us a little more color around this. Some of your competitor or one of your large competitors specifically cited demand through the quarter being much different, January, February, than what it was in March, i.e. seeing an appreciable slowing in not only Brazil but in parts of Europe in March. Could you, John, maybe give us a little color as to what you saw through the quarter and what you might be thinking over the balance of the year. Did you see any difference? And if you did, does it make you feel any differently over the balance of the year?

Timothy J. Donahue

Yes. On the European comment, I don't know who you're talking about. But on the European comment, I'm a little bit surprised. We've had a very firm performance in the first quarter each month in Europe. So I don't think that I can react to a slow in March because we didn't see it. Now in Brazil, as I mentioned earlier, we start leaving the high season, you start going into the slow season, so that's normal. But the high season was exceptionally strong this year in Brazil.

Christopher D. Manuel - Wells Fargo Securities, LLC, Research Division

Okay, that helps -- good. Now the second element I wanted to touch on there was, your plant that you're adding in Brazil, can you give us a little color on that? You talked about it being maybe 65%, 70% allocated today. How big is the plant? How many lines is it, specialty can, et cetera?

Timothy J. Donahue

It'll initially be a 1-line plant. Opportunity to -- in 1 size, if we were to make 1 size only, upwards of 900 million to 1 billion cans per year, but it will be a multi-sized plant.

Christopher D. Manuel - Wells Fargo Securities, LLC, Research Division

Okay, so it will have some kind of a swing line. Okay, that's helpful. Last question I had was, I think earlier when you talked about some opportunities and elements for cash flow, you cited not only your own cost-reduction activities and further expansion. But I think you hinted that there may be some other non-organic opportunities. Can you comment on -- and I know you've done a few over in Asia in the last 6 months or so. Can you comment on how you would view M&A as a lever to continue growing the company? Or are there specific targets that you would be looking for? Or are you still specifically looking within metal packaging, et cetera?

John W. Conway

Yes. Chris, the first, acquisitions, M&A is not top of mind for us because organic growth opportunities have proven to be so good. The returns are good and we're good at it. So we think we allocate capital efficiently, we move quickly and we know how to -- how much money to spend for the opportunities and how to expand subsequently. So that's our strength, and we intend to continue to focus on it. But yes, obviously, our emphasis is metal packaging. We have no interest in anything else at this point. And we think there are a lot of metal packaging opportunities out there. We've talked, of course, about there's going to be a consolidation in China over time but we don't expect anything imminent as it applies to us. It's possible some of the Chinese state-owned companies might decide that they need to consolidate in line with a lot of other things that the Chinese government and companies are doing in that regard. So there's some consolidation opportunities in Asia that we're aware of, and there are some bolt-on acquisition opportunities in Asia. We've taken a number of them over the last couple of years, 2 last year. And so that -- that's in our figuring. The European steel can business, if you want to call it that, the non-beverage, whether it's food, aerosols, general line, needs further consolidation. There will be further consolidation. There could be some opportunities there, and we look at that periodically. But our focus is on organic growth. As Tim said, with what we've done and we're going to do, we really feel positive about it. It's the source of growth and improved earnings for our company for the next 5 years at least. And so we just -- we feel really good about that.

Operator

Our next question comes from Adam Josephson with KeyBanc.

Adam J. Josephson - KeyBanc Capital Markets Inc., Research Division

Just a couple of questions. One on -- D&A and CapEx assumptions for '13. Obviously in light of the Brazilian plant expansion, what are your updated assumptions?

Thomas A. Kelly

Yes, the CapEx, we previously gave guidance of $230 million. We're -- we may be a bit higher than that, but generally, generally in that range. D&A, I think we said $160 million. I think we may come in a little bit lower than that.

Adam J. Josephson - KeyBanc Capital Markets Inc., Research Division

Okay. And in Brazil, to what extent do you expect long-term growth in that market to be tied to GDP growth? I ask because GDP growth there has slowed pretty dramatically over the past few quarters, yet the beverage can market has held up pretty well.

John W. Conway

Yes. I think there are some things other than GDP growth that we need to think about when we think about Brazil. First of all, population growth, and they're growing 2% to 4%. It could be -- I could be low. So population growth is important. The next thing that's important, we've talked about it and all of our competitors have as well and they should -- package mix change. The brewers continue to favor cans. They like cans and, increasingly, for a lot of different reasons. Their customers love cans, take-home package, all the rest. Recycling, highly effective, 100% recycling rate in Brazil. So ecologically, it's a great package. The other thing to keep in mind, and I know you're aware of this, but it is a factor. Consumer credit and consumer spending habits and disposable income keeps going up, and disposable income appears to us is going up a little faster than GDP for various reasons. Unemployment, I think, is right around 4% or 5%, I think it's the lowest in a decade. So I understand what you're saying. We're a little concerned, too. GDP growth slows. Today they're talking about putting up interest rates a little bit because they're concerned about inflation creeping over 7%. But nonetheless, you put all of the things together, and we still think Brazil is not going to grow like Asia has been growing, but we're thinking 5% to 10% a year over the next number of years is very achievable, and it's off a bigger and bigger base.

Adam J. Josephson - KeyBanc Capital Markets Inc., Research Division

And just one last one on China. Obviously, you've seen significant growth there recently. Do you expect pricing to firm as the year progresses? In light of this growth, is there anything that concerns you on that front?

John W. Conway

We don't think pricing is getting any worse. And it could firm as we get into the year because we have the impression last year that some of the pricing that took place was by some companies that were adding capacity and they have grown too fearful of their ability to sell their new capacity. And what we think in fact may well happen is that some of the companies, particularly some of the state-owned companies and the independents, are not going to be able to produce cans at the rate that they had been assuming. So I think, that combined with market growth, it's very likely that there's going to be real tightness in China in beverage cans in the second and third quarters. So it could be an opportunity for some price improvement. At the moment though, our plans are, we're going to try and take advantage of the opportunity for even more unit volume than we had planned. If we can put some price on top of that, that would be great. But that's not our primary objective for the year.

Operator

Our next question comes from Scott Gaffner with Barclays.

Scott Gaffner - Barclays Capital, Research Division

I just wanted to go back to the facility in Brazil, the Teresina facility. You didn't announce the plant until you'd actually begun construction on the plant. I just wondered if we're entering into sort of a new phase of expansion plans, where we're not going to hear about them until you've actually begun construction? Is that the case? Is there a new strategy in place?

Timothy J. Donahue

I don't think you should read anything into that. We'll see how it comes as opportunities develop and just the timing of when we release it. But I don't think you need to read anything into that.

Scott Gaffner - Barclays Capital, Research Division

Okay. So, I mean, you canceled or indefinitely postponed the Belem line. Was that just because of the competitor bringing capacity into that market that you felt that Belem was over-capacitized and there was still room to add capacity in Teresina? Can you just kind of talk? Because when you -- if I recall correctly, you postponed Belem only about 6 months ago. Now here we are starting construction on Teresina. So you probably already thought about Teresina at the time you were postponing Belem.

John W. Conway

Yes, what we thought and as I said earlier on the call, what we know is the northern part of the country needs more cans. Our customers are building new breweries. They're expanding their can lines, and so are the soft drink guys, Coke and so on. So what we know is, the region in general has been underserved. Belem is an interesting story. We have a long-term contract with a major brewer, who has a big brewery right in the middle of Belem, and we're continuing to supply that. And so we thought Belem might be a good place for us to go. It wasn't the only place. There were alternate sites in the North that we considered. But we thought, okay, since we've got the long-term contract with the brewer, why not Belem? And then, of course, one of our competitors decided that they were in love with Belem and wanted to build a can plant. And so we thought, well okay, let's look at some of the other sites that we consider. We're still going to have the supply with the customer in Belem, so that's there under a long-term contract. Let's go to a place that seems even better from the standpoint of supplying the region, and that's why we picked Teresina. So as you said, yes, we've been thinking about the North and we've been thinking about alternate sites in the North for a couple of years now. And so this one just worked out, and I think it's going to, frankly, going to work out even better.

Scott Gaffner - Barclays Capital, Research Division

Okay, great. And then...

John W. Conway

We like to be flexible.

Scott Gaffner - Barclays Capital, Research Division

Absolutely. We like to see it when you're flexible, both with announcing capacity and reducing it when market conditions don't materialize. If I look at the North American market, I think you said your volumes were up. North American Beverage, I think you said they were up 1%, if I recall.

Timothy J. Donahue

We were down 1%, Scott.

Scott Gaffner - Barclays Capital, Research Division

Yes, down 1%. But the total market looks like it was down something closer to 3%. Can you just kind of talk about taking share? Is there a growth in specialty? What is the -- what caused the variance there?

Timothy J. Donahue

I don't think share has a lot to do with anything. It has to do with mix, the customer mix and how our mix is compared perhaps to the market in total.

John W. Conway

Yes, there's no -- nothing real magic there. You can argue, we got a little lucky. Our customers did a little bit better in the first quarter than some other people's customers.

Scott Gaffner - Barclays Capital, Research Division

Okay. And then just lastly, you mentioned the learning curve on the new facilities. I think you said you had 8 facilities at different levels of learning curve. Can you walk us just through the learning curve again? When you start production in a facility, what are the major hurdle points? When does that facility then become at full company margin or region-specific margin levels?

Timothy J. Donahue

We typically target a 12-month learning curve process that gets us to about 85%, 90% efficiency. And then we consider ourselves off of learning curve when we're there. But realize that post that 12-month period, we're still making productivity gains and income improvement. We do begin contributing to income much earlier than that, obviously. We don't need to be at 85% or 90% to make a positive contribution, and that generally can happen in months 5, 6 or 7, depending on how the line comes up and how complicated the line is, how experienced the crew is. But as I said, we have 5 plants currently in learning curve, considering the plants that we opened last year and early this year. We're -- beginning next week obviously Danang comes up. And next month, Bangkok comes up. So we'll have 8 in learning curve through the second quarter. But obviously, it's a process, and we think we're doing pretty well. The team is well-supported in Asia by the other members of the corporate engineering group and project group, and things are going to improve. We feel very good about that.

Scott Gaffner - Barclays Capital, Research Division

And how much shorter is the learning curve on a second line versus an initial plant?

John W. Conway

It could be 4 months shorter.

It could be 4 months shorter. A key element in all this, not a surprise, is it's not really that easy to make aluminum beverage cans at high speeds, low spoilage. It's just not, at high efficiencies. So it takes a while for a new workforce from top to bottom to learn it as well as they need to. Now the good news is, Southeast Asia as an example, we've had quite a large installed base in Southeast Asia for quite some time. So the new plants in these countries were able to move good can makers from existing plants into new plants, and that's helped us. In China, a little bit different. We hadn't anything in China for a decade, and so the new plants in China have been a little bit more difficult because we have more inexperienced people as a proportion of the workforce. But having said all that, as Tim said, 85% is where we expect to be after a year. That's not where we expect the best plants in Crown, but the good plants in Crown to run. We expect to be well over 90% efficiency as we measure it. But it takes about 1 year to get to the point where you think you've got a reasonably good plant but not as good as it's going to be. A lot of productivity gains, cost reductions come after that.

Operator

Our next question comes from Al Kabili with Macquarie.

Albert T. Kabili - Crédit Suisse AG, Research Division

Just a question on Europe Bev, with the volume growth 4% this quarter, which was great, given the macro, but -- and also, the weather conditions were also not that favorable in some parts. So is it reasonable to assume you could even see better year-over-year volume growth than what you put up in the first quarter, given that backdrop?

Timothy J. Donahue

Well, keep in mind, Alex, again, it's a small quarter. As you mentioned, the weather is -- was not great, but the weather is sometimes never great in northern Europe in the winter months. So it's a small quarter, so the growth is off a small base. But I think we remain very positive on the growth prospects in Europe. It is not a -- as it relates to beverage cans, it is not a mature market, it is still a growing market and I think we're all experiencing that. So we would expect to continue to do well, but it is a small quarter.

Albert T. Kabili - Crédit Suisse AG, Research Division

Okay, all right, fair enough. On the food can business in Europe, with the capacity rationalizations you've done plus some of the expected improvement in volumes this year, can you comment on kind of how you see your utilization rates later on this year versus, say, where they were a few years ago?

Timothy J. Donahue

Better. A little hard to say. I mean, there's -- I mean, obviously, it all depends on how we're accrued versus how the equipment is installed. But we generally have tried to bring the manning down to only run the lines when we need them. It is better, but as John said, we have a lot of opportunity to continue to improve in that regard.

Albert T. Kabili - Crédit Suisse AG, Research Division

Okay, okay, good. Because I guess what I'm getting at is, with others taking action there and with utilization rates improving, at some point, you would think you could recapture some of this pricing you lost there in the last few years.

John W. Conway

Well, we think so too. But the point I was trying to make earlier is that's not in our plans over the next 12 to 15 months. We think there's an opportunity there but our focus is going to be get the cost out and get it out quickly and significantly.

Albert T. Kabili - Crédit Suisse AG, Research Division

Okay, understood, understood. And are you -- is there additional opportunity that you see? Or are you for now feeling you've kind of taken the actions you need to take and you'll see sort of how the market goes from here?

Timothy J. Donahue

There's always opportunity, and we certainly see more opportunity. As John said before, we've seen a number of these opportunities for a number of years, but we were trying to be very responsible with respect to the amount of capital we're willing to allocate to certain items, be it restructuring and/our growth projects around the world. And obviously, the opportunities now have manifest themselves to the point where the payback is very quick, so we do see more opportunity now.

John W. Conway

Yes, Al -- to Tim's point, we have this discussion on a weekly, daily almost basis, and over the past number of years when we've talked about it, we saw these, what we thought were really good growth opportunities, great returns over time in the beverage side of the business, in the emerging markets that we'd selected. And we thought that the returns there and the growth opportunities were really superior. And we compared them to cash into cost reduction activities in Europe, and we just on balance said, let's deploy the cash in these emerging markets. If you don't take the opportunity now, it may never come back. If you don't get a network of plants with good coverage, both product and geographic, in some of these countries, you're going to be too late. And so let's get ourselves focused on our priorities and then stick with it. And that's what we've done. So there's more to be done in Europe but we're going to be careful and deliberate about it, but we're focused on it.

Albert T. Kabili - Crédit Suisse AG, Research Division

Okay, good. Okay, great. That sounds encouraging. The last question I had relates to the startup that you alluded to earlier. I think, Tim, and maybe you had mentioned, that there was about a $12 million to $13 million of startup costs last year. Any sense for how this year would compare to that? Is it equal? Is it less? So we should see tailwinds? Still understanding you've got startups, but maybe less than last year?

Timothy J. Donahue

I think that's right. That number, I think we probably gave on the last call as it related to 2012. For 2013, I would say the number's going to be a bit smaller than that, and it'll recede as we move through the year. So the back half of the year will not be as heavy as the back half of last year nor the front part of this year.

Operator

Our next question comes from Alex Ovshey with Goldman Sachs.

Alex Ovshey Ovshey - Goldman Sachs Group Inc., Research Division

You talked about delays in shipment of equipment, as well as aerosol and food cans in Europe, I think. Would you be able to quantify what the impact was of the delays in the shipments for those products?

John W. Conway

I think Tom could give you a rough estimate. Just keep in mind, we're referring to the equipment business we have in the U.K., which is really an integral part of our strategy for beverage can growth around the world. And like any equipment business, the shipments are a little bit lumpy. And literally, what happened, some shipments that we'd expected in March slipped over into the third quarter.

Thomas A. Kelly

Second quarter.

John W. Conway

In the second quarter, and segment income-wise, a couple of --

Thomas A. Kelly

About $3 million.

John W. Conway

$3 million, yes.

Alex Ovshey Ovshey - Goldman Sachs Group Inc., Research Division

Okay, that's helpful. And the capital to build the Bevcan plant in Teresina, is most of that going to be spent in 2013?

John W. Conway

It will be a combination. Some in '13, and some will stretch into '14.

Timothy J. Donahue

Okay. And can you tell us what you expect the capital outlay would be?

Timothy J. Donahue

Similar to the last several plants we've built in Brazil, $60 million to $65 million.

Alex Ovshey Ovshey - Goldman Sachs Group Inc., Research Division

And just last question, would you be able to tell us what you expect your minority interest expense and interest expense number to be for 2013?

Thomas A. Kelly

Probably a little north of $100 million, Alex. We don't have it in front of us.

Alex Ovshey Ovshey - Goldman Sachs Group Inc., Research Division

Okay, on the minority. And then on the interest expense?

Timothy J. Donahue

A touch above last year.

John W. Conway

Yes, a touch above, like 2 25 [ph].

Operator

Our next question comes from Anthony Pettinari with Citigroup.

Anthony Pettinari - Citigroup Inc, Research Division

Just a follow-up on Asia. You're growing faster than the industry in the region, and you discussed China in great detail on the call. But I was wondering if you could talk a little bit about Southeast Asia and maybe sort of the relative attractiveness of Southeast Asia versus China as you look at opportunities over the next 3 to 5 years in terms of potential new capacity or potential acquisitions. And then maybe, also in the near term, I mean, you talked about China, maybe price improvement in the year. Can you talk about what trends you're seeing in Southeast Asia?

John W. Conway

Yes. In terms of growth opportunities, let's say over a 5-year perspective, I think they're quite similar -- China and Southeast Asia. So we're bullish on the entire region. I think we've spoken in calls in the past, it's not unusual for us to be helping out in China with volume, with capacity from Southeast Asia and the reverse. So it's an integrated region, the way we look at it. And we think Southeast Asia is going to do fine. We're not planning on much by way of price going into the year in Southeast Asia. We're set, and I think we're in good shape. So I'd say, the whole region to us looks good. The Asia-Pacific region, East Asia and Southeast Asia, and we plan to maintain a focus on it.

Anthony Pettinari - Citigroup Inc, Research Division

And with China, I mean, obviously, we've seen some competitor capacity addition.

Timothy J. Donahue

Anthony, we can't hear you.

Anthony Pettinari - Citigroup Inc, Research Division

In China, we've seen some capacity additions that have been a bit disruptive to the market. I mean, in Southeast Asia, are you seeing any material capacity additions on the ...

John W. Conway

For some reason, you're not coming through, we can't hear you.

Operator

Our next question comes from Mark Wilde with Deutsche Bank.

Mark Wilde - Deutsche Bank AG, Research Division

I just wondered, if we look at kind of margins in Asia-Pacific, they're down about 180 bps year-over-year. Can you just help us kind of parse how much of that would be pricing and how much of that would be just the startup costs?

John W. Conway

I'm sorry. We couldn't hear except for the last couple of words. Would you mind repeating your question?

Mark Wilde - Deutsche Bank AG, Research Division

I'm curious, in Asia-Pacific, if we look at the 180 bps decline year-over-year in the margins there, how much of that might've been the result of kind of Chinese pricing versus just the incremental startup costs?

John W. Conway

Yes, we have an answer for you. Tim?

Timothy J. Donahue

I would say, the large majority is going to be incremental startup costs and the integration of the 2 acquisitions that we made in Q4, which are not up to overall company standards Crown-wide. So think about at least 3/4 to 80% being related to that and 20% or less being related to pricing as it compressed margins in China.

Mark Wilde - Deutsche Bank AG, Research Division

Okay. And Tim, will there be incrementally even more kind of startup drag in the second quarter before that starts to fall away? Or should we actually see some improvement in the second quarter?

Timothy J. Donahue

No, we're going to see some improvement in the second quarter. I think certainly, segment income is going to be higher. And obviously, you would expect that as we move into the summer selling season in China. The delta over the prior year may be similar or a touch better than it was in the first quarter. And then as we get into the third quarter, some of the startups that we had in 2012 start to fall away as the plant is seasoned beyond 1 year.

Mark Wilde - Deutsche Bank AG, Research Division

Okay. And then John, I wondered, could you just talk briefly about other opportunities that may exist in Latin America? I know Brazil is the 800-pound gorilla there. But you've got some other good-sized economies that are growing pretty rapidly in Latin America. Will we start to see Crown do more things outside of Brazil?

John W. Conway

Well, we're into other countries, as you know, in a significant way -- Colombia and Mexico. We have a joint venture with Dominguez & Cia in Venezuela, where we're a minority partner. And of course, the company struggles and the country struggles. We had a good first quarter in Mexico. We didn't talk too much about it on this call. But all of our food cans, aerosols, metal vacuum closures, beverage, it was all stronger, as you would kind of expect, given what's going on in Mexico. Colombia is a sleeper for us. It's been a good market but quite modest. The country overall, has done well from an economic growth standpoint. Disposal incomes are going up and so on and so on. Unfortunately so far, the brewer, and that's really what the situation is, is not using very many cans, so it's kind of slowing us down. Beyond that, there's some very attractive markets. Well, there are several very attractive markets. Chile, for example, comes to mind, but it's well served by an incumbent. And so, I wouldn't expect, beyond those 3 countries, Mexico, Colombia and Brazil, much activity from Crown over the next 5 years.

Operator

Your next question comes from Chip Dillon with Vertical Research.

Chip A. Dillon - Vertical Research Partners, LLC

First question is on the -- you mentioned the minority interest would look to be up a little bit, at least on the income statement from last year. I noticed the -- and maybe this is a timing issue, the dividend was down quite a bit in the first quarter versus what you paid in 1Q of '12. And historically, I think you've paid out about 80% of the accounting income to the minority holders as dividends. Is that sort of the same kind of level, like $80 million or so we should see for this year?

Thomas A. Kelly

Yes, I think that's fair, Chip.

Chip A. Dillon - Vertical Research Partners, LLC

Okay. And then on CapEx, I know it's early days for next year, but we've seen CapEx, even if it's, I guess, it's up around $240 million. You're kind of suggesting it will be a little bit higher this year. It's still declining from where it had been. And just sort of as it looks right now, and given that the plant in Brazil will be finished by year-end, would it be safe to say that it probably declines further in 2014? Or is there a list of things that could make it stay flat or even go up?

John W. Conway

Well, it might be fair to say, if we're thinking, say, $235 million or something like that this year, $200 million to $235 million. Although I wouldn't say it's safe to say it's going to decline, just for all the reasons we've talked about. As we've grown and we've gotten better coverage and our customers grow and so forth, we're presented with opportunities that we had not anticipated. But yes, I would say $200 million, $230 million ought to be a reasonable range.

Chip A. Dillon - Vertical Research Partners, LLC

Okay. And the last question is, I know you mentioned earlier on the dividend issue, that you certainly benefit from having a lot of flexibility from year to year. But is there a tax factor or any other factor that you could just remind us of as to why even a token dividend, which probably would have no impact on your flexibility, wouldn't make sense? Again, we often talk to people who -- and maybe they're not that many of them left, but there are funds that do value some dividend over no dividend, and that might broaden your potential shareholder base?

John W. Conway

Yes. Chip, we're open to the proposition. We speak to you and others and to our shareholders about the question. And frankly, we're, at the moment, we haven't been able to bring ourselves around to thinking that a token dividend is going to be a significant value creator for our shareholders. If we thought it was, we'd feel more strongly about it. And so, we just haven't been able to come to a conclusion that this is the thing that we need to do now. But it's something we think about constantly. We talk about it with the board constantly. We're constantly getting other opinions. So we're aware of the issue and so on. But just so far haven't been able to bring ourselves to think, as I said earlier, that it's going to make much difference to our shareholders.

Chip A. Dillon - Vertical Research Partners, LLC

Got you. And one last question on Brazil. I heard from another source about a year or so ago that if you look at the U.S. beer business, it's roughly 50%, maybe 55% packaged in bev cans. And when you look at Brazil, its beer business is up in the high 30s, approaching 40%. And so, obviously, one function is that their business is probably growing in terms of volume, more than ours is, in the States. But do you see -- with sort of the 5% to 10% growth rates that you were talking about, potentially that their beverage, the cans share of total beer could approach the U.S.? And when do you think that could be the case?

John W. Conway

We definitely think it's going to approach the U.S. I think it's going to exceed the U.S. I think the U.S. is unique in the sense that long neck one-way bottles for marketing reasons here, that we don't have a lot of time to get into, are reasonably popular with the brewers. We don't see that outside the United States. So I think cans could easily exceed the levels in the United States over the next 5 years.

Operator

Our final question comes from George Staphos with Bank of America Merrill Lynch.

George L. Staphos - BofA Merrill Lynch, Research Division

Can you comment as to when you would expect China to be at a 90% or better operating rate and what your level of utilization is right now?

John W. Conway

Yes. George, taking into account the learning curve, which is to say on the new plants, which, assuming the limitations we have on production because they're new, we're sold out in China for the year. So we're fully sold out. And as a consequence of the fact that we moved early and what we did, we're getting a large proportion of the growth in China, all of the growth. So that's our situation. Very hard for us to comment on what utilization across the whole country is going to be for the year because we're guessing it's going to be much higher than everybody thinks because we think that the other people who've added new capacity will not run as effectively as we. And even if they do, we think the market is basically going to sell out the capacity. We don't see, when you look at effective capacity available this year, we don't see the kind of excess capacity that I've seen other people talk about, 20%, 25%. I don't think that's going to happen. I think capacity utilization is going to be over 90% of the capacity that can really be used. So we're pretty calm about China. We're not happy about the price decline in the fourth quarter last year. We thought it was unnecessary and we talked about it earlier. But we think China is going to be fine from a capacity utilization standpoint this year.

George L. Staphos - BofA Merrill Lynch, Research Division

And John, the intelligence that you've gotten regarding others, potentially, their ability or inability to produce at the level that they had initially anticipated, I'm assuming you got that from your customers replying back, would that be fair?

John W. Conway

Absolutely. We've got 3-piece can makers, steel can makers that are trying to make 2-piece beverage cans with workforces that are really not up to the job. They're having all kinds of problems, so among other things. We've got new companies that have never been in the beverage can business that have entered -- not many, but a couple in China. They're not doing terribly well. So we've got quality issues that some of our competitors are facing. So we're not -- I'm not that worried about supply demand in China. I wish prices were better, and they will be in time.

Shirley, I think with that, we can wrap things up. And I thank you, all, very much. That concludes the call for today. We'd like you to note that our second quarter 2013 conference call will be scheduled for July 18 at 9:00 a.m. Eastern daylight time. Thank you, very much.

Operator

Thank you. And this does conclude today's conference. We thank you for your participation. At this time, you may disconnect your lines.

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