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Executives

John Conway – Chairman, Chief Executive Officer

Timothy Donahue – Executive Vice President, Chief Financial Officer

Thomas Kelly – Senior Vice President, Finance

Analysts

George Staphos – Merrill Lynch

Mark Wilde – Deutsche Bank

Tim Thein – Citigroup

Peter Ruschmeier – Barclays Capital

Phil Gresh – JP Morgan Securities

Ghansham Panjabi – Robert W. Baird

Philip Ng – Jefferies

Alton Stump – Longbow Research

Alex Ovshey – Goldman Sachs

Chris Manuel – Keybanc Capital Markets

Chip Dillon – Vertical Research Partners

Crown Holdings Inc. (CCK) Q2 2011 Earnings Call July 20, 2011 9:00 AM ET

Operator

Good morning and welcome to the Crown Holdings Second Quarter 2011 Earnings conference call. Your lines have been placed on a listen-only mode until the question and answer session. Please be advised that this conference is being recorded.

I would now like to turn the call over to Mr. Timothy Donahue, Executive Vice President and Chief Financial Officer. Mr. Donahue, you may begin.

Timothy Donahue

Thank you, Shirley, and good morning to everybody. Welcome to Crown Holdings Second Quarter 2011 conference call. With me on the call today are John Conway, our Chairman and Chief Executive Officer, and Tom Kelly, Senior Vice President, Finance.

Before we begin, I would like to point out 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 10-K for 2010, and in subsequent filings.

A reconciliation of Generally Accepted Accounting Principles to non-GAAP earnings can be found in our earnings release; and if you do not already have the earnings release, it is available on the Company’s website at crowncork.com. You will also find a reconciliation from net income to EBITDA, credit ratio computations, and supplemental cash flow data on the Company’s website.

I’ll first review the quarter and update guidance and then pass on to John for his comments.

Comparable diluted earnings per share were $0.84 versus $0.67 in last year’s second quarter. For the six months, comparable diluted EPS was $1.32 compared to $0.97 last year. As was the case in the first quarter, the operations are performing well and demand for our products remains strong. Despite volatility in many foreign currencies against the U.S. dollar, currency translation had a positive impact in the quarter and, if current rates hold, will continue to be positive over the balance of the year.

Net sales in the quarter improved 13% over the prior year due to global unit volume growth, the pass-through of higher raw material costs, and 119 million of currency translation. Global beverage volumes were up 3.5% in the quarter while our three-piece steel businesses – that is food cans, metal vacuum closures, and aerosol cans – also saw aggregate volumes up over the prior year.

Segment income at 271 million improved 12.9% over the prior year, and as a percentage to net sales was level to last year at 11.9%. The denominator effect of passing through higher steel and aluminum costs, while not affecting absolute margins, does have an impact on percentage margins, a little bit more than 0.5% in the quarter.

America’s Beverage revenue increased 8% in the quarter due mainly to the pass-through of higher aluminum costs and $8 million of currency translation. Segment income was up 5% in the quarter, reflecting positive mix and improvements to ongoing productivity at our new Ponta Grossa plant. Volume in the segment was up one-half of 1%, reflecting double-digit gains in Brazil, offset by a small decline in the much larger North American market. Our new plant in Ponta Grossa, Brazil, which began commercial production in January on line one and in April on line two, is running well and ahead of its learning curve. The second line in Estancia, Brazil commenced commercial production in late June.

In North America, volume was down 2% in the quarter and is down 1% for the six months, significantly better than the industry as a whole, reflecting our well-balanced customer portfolio. After a weak April, demand in the quarter was very firm in May and June with stronger volumes than the prior year. We are seeing more customer promotions and remain very positive on the outlook over the balance of the year.

Second quarter revenues in our North American food business were essentially flat, reflecting the pass-through of higher steel costs which offset a very small decline in unit sales. Segment income increased 5 million over the prior year to 38 million, reflecting the benefits associated with the closure of Canadian plants last year and the positive mix effect of increased vacuum closure sales.

Reported European beverage revenues were up 14% compared to 2010 due to 28 million from positive currency translation, 5% sales unit volume increases, and the pass-through of higher aluminum and steel prices. The segment’s income was down 5 million from the prior year and while improved from the first quarter, still reflects the Botrabi (phon) U.K. conversion and start-up in Slovakia.

In our European food business, revenues increased 88 million or 21% primarily due to $52 million in foreign currency translation and the pass-through of higher steel costs which offset a modest 2% volume decline associated with a since settled fisherman’s strike in Morocco and political turmoil in the Ivory Coast.

Specialty packaging had another good quarter with revenues up 23% mainly due to 13 million of currency translation and the pass-through of higher steel costs. Segment income improved over the prior year second quarter with equal contributions coming from increased volumes, improved product mix, cost reduction, and currency translation.

Our non-reportable businesses had another strong quarter with revenues up 19% over the prior year. Currency translation improved reported net sales by 16 million as most Asian currencies continue to strengthen against the U.S. dollar. Global aerosol volumes were up 2.5% in the quarter and beverage can volumes in Asia were up more than 10%. As we discussed with you in April, demand remains very strong throughout Asia and we look forward to much-needed capacity coming online later this year and next.

Turning to our capacity expansion program, we commercialized four more beverage can lines in the second quarter, including a new plant in Hangzhou, China. From the start of the program in late 2009, we have now commercialized 5.6 billion of annualized capacity. As the plants continue to move up their learning curves, productivity will improve with effective capacity output and revenues increasing.

We have now completed one-half of the capacity increase of 11 billion beverage cans that we outlined for you in detail back in February. We remain on schedule and budget and are very excited about the opportunities to continue to help our customers build their brands in these exciting and growing markets.

Late in the fourth quarter, we expect to commercialize both the second line in Cambodia and our new plant in Putian, Fujian Province, China. In 2012, we will complete new plants in Belem; Brazil, Osmaniye, Turkey, and in Ziyang and Heshan, China. In 2012, we will also expand capacity in both Ho Chi Minh City and Hanoi, Vietnam.

Interest expense in the quarter was $15 million higher than last year and for the six months is up 24 million, reflecting higher debt and higher average borrowing rates. During the quarter, we raised $600 million in term loans and used the proceeds to retire our 2011 and 2012 maturities, as well as for general corporate purposes. We have a very flexible capital structure with no significant long-term debt maturities until the year 2016. Net leverage at June 30 was 3 times compared to 2.6 times at June 30 last year, and 2.5 times at December 31, 2010. The modest increase in leverage from last June is due to 460 million of share repurchases, including 200 million in the second quarter this year. Additionally, we also have spent 175 million since last June to increase our ownership position in certain of our joint venture companies, and you can see the related reduction in non-controlling interest on the income statement. As we have described before, we remain comfortable with net leverage in the 2 to 3 times range, and we would expect that net leverage at the end of 2011 to be similar to year-end 2010 levels.

Corporate costs were down in the quarter as a result of lower pension expense and lower stock-based compensation expense. Stock compensation expense is lower this year than last through six months and in 2010 was recorded more evenly across the first and second quarters, while this year it was largely already recorded in the first quarter.

Free cash flow for the six months is below the same period last year and reflects higher capital spending and higher working capital. Trade working capital is up 250 million on last year reflecting higher accounts receivable, a result of revenue growth and the raw material inflation impact on both receivables and seasonal inventories. We still project free cash flow to be at least $400 million for the year.

We’ve had a good start to the year in the first half and demand remains strong throughout our businesses. At current exchange rates, we still project 2011 comparable earnings per diluted share to be in the range of $2.70 to $2.90 per share, and for the third quarter of 2011 to be between $0.95 per share and $1.05 per share.

And with that, I’ll turn it over to John.

John Conway

Thank you, Tim, and good morning. As Tim pointed out, we’ve had a very strong second quarter as we had expected. Sales revenues were up and demand continues to be, generally speaking, quite strong. Our operations performed exceptionally well. The steps we have taken over the past several years to improve efficiencies, drive down spoilage, and carefully restructure our manufacturing platform continue to produce great outcomes.

Demand for our metal packaging products was solid in North America and Europe and in line with our expectations. Emerging market demand was also very good and, in the case of Asia, extremely strong. As we enter the third quarter, demand in July supports our view that the third quarter should be very successful as well.

Our capital program which, as many of you know, is ambitious as we address excellent emerging market opportunities, continues to go very well. All of our projects are on schedule and within budget. The combination of the successful execution of our capital projects combined with the continuing strong demand from our customers in our emerging markets businesses still supports the proposition that we will be realizing in the quarters and years ahead significant sales and income contributions from our capital projects activity.

Tim updated you on the deployment of some of our free cash flow to share buybacks. This continues to be a critical part of our efforts to create shareholder value and return to our shareholders cash not actively invested in the business.

We believe the year will be a very successful one for our company and we fully expect that our success in 2011 will carry on into the future.

And with that, Shirley, I think we’re ready to take questions.

Question and Answer Session

Operator

Thank you. We will now begin the question and answer session. If you would like to ask a question, please press star, one. You will be prompted to record your name. To withdraw your request, you may press star, two. Again, press star, one to ask a question. One moment for our first question.

Our first question comes from George Staphos with Merrill Lynch. You may ask your question.

George Staphos – Merrill Lynch

Thanks. Hi guys, good morning.

John Conway

Good morning, George.

George Staphos – Merrill Lynch

I guess the first question I had – if we consider the capacity that’s yet to come on in emerging markets relative to that which has already come on and been commercialized, should the profitability be comparable, greater or less, from a mix standpoint, whether—well, not product-wise, but geographically speaking than what you’ve seen thus far? How would you have us try to size it?

John Conway

George, the—I’m not sure I’ll answer your question directly. Demand in emerging markets continues to be very strong, so pricing, we think, is very firm. As the newly commercialized plants come up the learning curve, obviously our costs decline; so in that respect, we think margins should be very good. And we’re not seeing any place a decline in pricing and consequently margins associated with capacity running ahead of demand, either ours or our competitors, so we feel pretty positive about the new capacity that’s going to be coming on.

George Staphos – Merrill Lynch

Thanks for that, John. I probably could have asked the question a little bit more simply. You know, if you look at the projects that are going to come on, should their margins be fairly comparable to that which you’ve put in—obviously, you’re not going to get into the details – that’s all I was getting at.

John Conway

Yes, exactly.

George Staphos – Merrill Lynch

Okay. If you mentioned it, I missed it. Was there much effect from Slovakia 1 and Botrabi in 2Q? If there was and you could comment, how would you again size it for us in the quarter?

John Conway

Yeah, I don’t—we haven’t characterized it by quantity, but there was a drag in the second quarter and we discussed that, I think, in April – declining, but still a drag. The Slovakian plant now with two high-speed lines is coming up learning curve, but it’s been something of a drag; and the Botrabi transformation, if you will, where we change can sizes – less steel – and went to aluminum in our big beverage can plant in the U.K., also continued to have a drag, but we anticipate that that’s going to decline dramatically to almost nothing in the third quarter.

George Staphos – Merrill Lynch

Okay. Two last ones – I’ll ask them in sequence and then turn it over. One – Belem, do you have a signed contract in hand? And then in terms of capital allocation, would it be fair to say, given the way you see the world developing the next year or two, that the capital allocation priority will be more towards value return, or how would you have us think about value return versus debt pay down versus investment? Thank you.

John Conway

Yeah, we do have a long-term contract with a major brewer in Belem, and we’re very—we’re pleased with it. It provides the foundation for the factory, and we’re continuing with it.

Timothy Donahue

On capital allocation, George, obviously it’s a function of opportunities. As John said in his prepared remarks, I think we’re still optimistic and fairly excited about many of these new markets or growing markets that we’re going to continue to have opportunities, albeit maybe not to the level we’ve experienced over the last 18 months. But in the absence of opportunities in the future and as cash flow is intended to improve, obviously the allocation of free cash flow would be more towards returning to shareholders than paying down debt. As we said in the prepared remarks, we are comfortable in the 2 to 3 times range, and there is no magic to whether you’re at 2.1 or 2.7. But we’ll evaluate the opportunities as they arise in the future.

George Staphos – Merrill Lynch

Thank you.

Timothy Donahue

You’re welcome.

Operator

Thank you. Our next question comes from Mark Wilde with Deutsche Bank. You may ask your question.

Mark Wilde – Deutsche Bank

Good morning. Tim, is it possible to kind of size those issues that you mentioned that hit the European food business in the quarter?

John Conway

Yeah Mark, John Conway. The decline we talked about, a 2% decline in unit volumes in Europe, it was entirely Africa and two countries – Morocco and the Ivory Coast. And we described what happened in Morocco as a strike. That wasn’t quite what happened. The government came out with new regulations regarding the Moroccan fisheries. The fishing industry didn’t like it and they went on a boycott. It lasted right until the end of June. They’re just now beginning to fish again. So that pretty much covers the situation; and to a degree Ivory Coast was down because of political difficulties.

Mark Wilde – Deutsche Bank

And just order of magnitude, John, is it possible to get a sense for how big a financial impact those two events were?

John Conway

I don’t know. We’re scrambling here. I don’t know that we have a breakdown on that.

Timothy Donahue

Yeah, you know, 2% volume in the quarter – I don’t want to—you know, the total number of cans in Africa was down. It was about –no, not that much, like 50 million cans. So the impact—I mean, that was all. We were down in the division as well. And the impact on the profitability is a few million dollars.

John Conway

That’s right.

Mark Wilde – Deutsche Bank

Okay. All right. And can you also talk about the volume trends that you’re seeing in the Middle East and North Africa? I guess we’re all trying to still figure out whether all of this political disruption in the Middle East, how that might be affecting business there.

John Conway

Our beverage business, and I think that’s what you’re referring to—

Mark Wilde – Deutsche Bank

Yeah, it is.

John Conway

Units was down 2% year-on-year in the quarter, so for us—to me, that was a very good outcome considering that we and our customers—some of our customers who ship filled goods, and we who ship empty cans have had great difficulty shipping into Syria. We’ve had customers who cannot ship filled product into Yemen and so forth. So 2% down, we think, was very good.

Mark Wilde – Deutsche Bank

Okay. All right. And then John, just moving to a different issue – there’s been some talk about some kind of a beverage excise tax going in in Brazil. Can you give us any color on that and how that might affect your business?

John Conway

Well, at least a tax I think you may be referring to is a beer tax and excise tax for revenue purposes, and it has been implemented. We think it’s not very significant in amount, and so it may have caused some slowing in growth in Brazil. In Brazil, volume was still up, we think, first half of the year about 6, 7%, Tim?

Timothy Donahue

For the industry, yeah.

John Conway

For the industry. We were up more that that, and so we think Brazil volume is still going to be very good but the growth may be a little bit slower this year as the consumers get used to the tax.

Mark Wilde – Deutsche Bank

Okay. And could you also just kind of update us on kind of what you’re seeing in terms of competitive behavior in Brazil? There had been some concern earlier this year about one of your competitors trimming price.

John Conway

Yeah, I don’t—I think—it seems that that’s over, and frankly the effect seems to be limited to the competitor. So pricing generally in Brazil is quite firm.

Mark Wilde – Deutsche Bank

Okay, that’s good to hear. I’ll pass it on. Thanks.

John Conway

Thank you.

Operator

Thank you. Our next question comes from Tim Thein with Citigroup. You may ask your question.

Tim Thein – Citigroup

Great, thank you and congrats on another solid quarter.

John Conway

Thanks.

Tim Thein – Citigroup

I just wanted to drill in a little bit on the—looking at the organic kind of segment operating profits, just ex-ing out corporate, year-on-year up $10 million on call it $150 million in sales. Just within the major buckets of that, I imagine the start-up costs probably were a decent drag in the quarter. But it sounds like volumes as you went across the regions were strong, so I’m particularly interested in terms of what impact you had in the quarter on a price-cost, ex-metal, and whether that was a positive or negative in the quarter, if you’re willing to get into that level of detail.

Timothy Donahue

Yeah, certainly as you know, we have pass-through arrangements in essentially all contracts globally for steel and aluminum, and as we’ve described before, we do have mechanisms to allow us to—on an annual basis, if not more often, adjust selling prices to recover non-metal costs in most cases. I’d prefer to stay away from too much dialogue around this for obvious reasons, but you described the increase in revenues excluding FX is—you know, if you also exclude the impact of passing through raw materials, then the increase in segment income ex-corporate and ex-foreign exchange, just on the volume, is actually a little bit better than you’ve described. But I’d prefer not to get too much into price-cost for obvious reasons.

Tim Thein – Citigroup

Okay, fair enough. And secondly, Tim, just on the working capital issue, it looks like—you mentioned that the seasonal increase in inventory – and I understand given the higher metal cost – but were you holding more steel in anticipation of a mid-year adjustment on the steel side; and in that case, if that does come through, could we potentially see a benefit in the third quarter?

Timothy Donahue

No, I mean, as we described for you, this was the case we had last year in both North America and Europe as well. There is no mid-year increase in North America this year. There is in Europe. But as we described at the end of last year, the steel companies are pretty active in ensuring that we don’t try to defeat their price increase aspirations, so they monitor what we do buy. And so I would say that we don’t have any extra levels of inventory on hand in Europe that we ordinarily would not have at this point in the year. The only thing I will say is that last year, there were some steel shortages throughout Europe. We didn’t have any that impacted our businesses, but steel levels were probably artificially low last year at June; so as opposed to a buy ahead, I would call it really a recovery to normal stock levels ahead of the season. So you should not expect any metal gains in the third quarter, and just to be very clear, we had no metal gains throughout the entire company in the second quarter.

Tim Thein – Citigroup

Okay, great. Thanks a lot.

Timothy Donahue

You’re welcome.

Operator

Thank you. Our next question comes from Peter Ruschmeier with Barclays Capital. You may ask your question.

Peter Ruschmeier – Barclays Capital

Thank you and good morning.

Timothy Donahue

Good morning, Pete.

Peter Ruschmeier – Barclays Capital

I’ll excuse my voice up front. I wanted to ask if I could—how should we think about the utilization rate of the capacity you’ve started? So you’re halfway through with the 11 billion cans of start-up, and if we think about that, what’s the utilization rate of that capacity and where do you think that might be 12 months from now?

John Conway

Well, I kind of characterize a lot of different projects in a lot of different countries, but as we’ve been coming up the learning curve and some of these—as you know, some of these factories and lines, as Tim mentioned, a number of them started either first or second quarter this year, so capacity utilization on the new lines year-to-date is probably less than 50%.

Timothy Donahue

No, but we’re oversold. For what we can make—

John Conway

Well yeah, but he’s talking about utilization rate of, I think, how many are we making now. We’re coming up the learning curve and so we’re producing at less than 50%, for example, in the plants in China and in Brazil. Now, in 12 months time, we’ll be through the learning curve. We should be—we think we’re going to be a utilization rate of available capacity, if you will, more than 90% around the world. We’re sold out - in fact, in most of our markets, somewhat oversold.

Peter Ruschmeier – Barclays Capital

Okay, that’s helpful. And Tim, maybe on capital spending – do you have an update on CAPEX guidance? And as we look forward and you get through this capacity build-out, given your new footprint, what do you think is a good number for just maintenance CAPEX going forward?

Timothy Donahue

Well, why don’t we stay with 425 million for capital this year. I don’t think maintenance capital, if you will—which as we described for you, I think, in detail back in February, maintenance capital for us, which is non-capacity additions, safety and environmental, stuff like that, I think we described it for you as about $15 million. I don’t think we see that number increasing materially after the capital build program we have here.

Peter Ruschmeier – Barclays Capital

Okay.

Timothy Donahue

As you know, we expense most maintenance, Pete.

Peter Ruschmeier – Barclays Capital

Okay. And just lastly, I was surprised, given the working capital drag in the first half, the negative free cash in the first half, that you maintained your free cash flow guidance; and I’m just curious if you can elaborate on working capital for the second half, and how do the start-ups affect your working capital requirements?

Timothy Donahue

Yeah, keep in mind the working capital is up 250 million. If you looked at the balance sheet, trade working capital is 250 million at the end of June compared to last year. Revenues are up 280 million, and so inside that you’ve obviously got currency and the pass-through of higher raw materials. You also have higher raw materials – steel and aluminum – on the seasonal inventory level, which sits here at June 30. So we’re not overly alarmed—we’re not alarmed at all about the working capital level. We happen to be in a business where, fortunately, we have growing demand for our products and we have to be prepared to meet that demand; and raw materials, as you know, have gone up, so we’re—the balances reflect that. But in our view, that should be liquidated as we come through the back half of the year. I don’t think we’re overly concerned about the free cash flow target.

Peter Ruschmeier – Barclays Capital

And recognizing you don’t want to be too specific, can you share with us within your 400 million free cash flow guidance, there’s got to be an assumption in there of working capital. I mean, how much of a benefit do you expect it to be second half of the year?

Timothy Donahue

Well, I think—that I don’t have. I think we did characterize for you earlier this year that we felt working capital would be a use of cash this year, as opposed to a source last year – roughly, what, Tom? Forty or $50 million, we said, use of cash this year for the full year.

Peter Ruschmeier – Barclays Capital

On a full-year basis?

Timothy Donahue

Yeah, yeah.

Peter Ruschmeier – Barclays Capital

Okay, congratulations guys. Thanks.

Timothy Donahue

Thank you.

Operator

Thank you. Our next question comes from Phil Gresh from JPMC. You may ask your question.

Phil Gresh – JP Morgan Securities

Good morning.

Timothy Donahue

Good morning, Phil.

Phil Gresh – JP Morgan Securities

So last quarter, you talked about some price compression in northern Europe. I just wanted to get an update there, if that’s pretty much status quo and needs to flow through the rest of the year, or has anything changed around those dynamics.

John Conway

No. Pricing is very stable in Europe, so nothing new to report and we think that little episode is over.

Phil Gresh – JP Morgan Securities

Okay. And then on European specialty, you continue to show some nice margin improvement there. Can you talk about what you’re doing specifically there, and what kind of run rate you think you have left? I mean, can this be a double-digit margin business, or do you think market dynamics would need to change there for something like that to happen?

John Conway

Well, what’s really happening is demand is reasonably good for all of our products in specialty, combined with the fact that we’ve been improving plant efficiencies, operations for the last several years. So what you’re seeing is a combination of the two – stable demand and improving plant operations. Hard to say where we think margins are going to ultimately go in this business, but I think—we think there’s a reasonably good chance they’ll continue to trend upward. There’s room for more consolidation in steel packaging in Europe generally, and so we think we may be the beneficiaries of some of that also, either directly or indirectly, as some of our competitors consolidate.

Phil Gresh – JP Morgan Securities

Okay, thanks.

John Conway

Yeah.

Operator

Thank you. Our next question comes from Ghansham Panjabi with Robert W. Baird. You may ask your question.

Ghansham Panjabi – Robert W. Baird

Hey guys, good morning.

John Conway

Good morning, Ghansham.

Ghansham Panjabi – Robert W. Baird

Going into 2011, I think in North America the industry already had a decent amount of overcapacity, maybe not with you guys but certainly in front of your competitors. The first half volume run rate for the industry points towards an incremental exacerbation of that capacity situation. It seems like your customers across the board are ramping up prices and that probably will weigh on volumes near term. What do you foresee in terms of capacity rationalization in North America, John, and how does Crown intend to participate in that?

John Conway

Well, it’s a little hard to say. I think you need to ask some others about that. We are well over 90% utilized in North America, and over the past number of years we’ve closed a fair bit of capacity ourselves, as have some others. Part of the question is how is the second half of the year going to finish? Our volumes in beverage in North America were picking up through the quarter. We started July, in our case, very strongly. Now, we have a very good customer mix. On the non-alcoholic beverage side, it’s a good mix of branded and other, and our beer customers are doing very well. So our plans are we need all of our capacity for the foreseeable future. Virtually all of our business is under long-term contract, so to me, a prediction about what might happen with regard to capacity being shut down – I think that’s your question – is really going to turn on the second half of the year. As we picked up in the second quarter, we think we may be flat in North America year-on-year, unlike the industry through the first half, but we think the whole industry is going to pick up as well. So too soon to say, but Crown doesn’t have any plans to take out capacity.

Ghansham Panjabi – Robert W. Baird

Got it. And just switching to Brazil, one of your big CSD customers reported and the CEO was pointing towards volumes up 1%, and he referred to constraint consumption as the government there is trying to contain inflation. Realizing beer is a bigger source of growth for you down there, have you seen any comparable trends there that give you some pause in Brazil?

John Conway

No. I mean, growth was still very strong in Brazil in the first half and in the second quarter, not as strong as last year but still pretty strong. So—and you’re absolutely right – beer has been a combination of demand growth across the board and package mix change. So we think that’s going to continue. We think the Brazilian market generally is going to continue to be very strong, perhaps not as strong as its been, but all the capacity that we’re putting on and we see our competitors putting on, we think is going to be utilized as we had planned it would be.

Ghansham Panjabi – Robert W. Baird

And just one final one for Tim, if I could, just a clarification. The change in restricted cash on the cash flow statement there?

Timothy Donahue

Oh, it just had to do with the required accounting for the bond redemption that was made on July 11. So the bonds are now retired and the restricted cash goes away, so you’ll see the debt and the restricted cash come down in full in the third quarter.

Ghansham Panjabi – Robert W. Baird

Got it. Thank you so much.

Timothy Donahue

You’re welcome.

Operator

Thank you. Our next question comes from Philip Ng with Jefferies. You may ask your question.

Philip Ng – Jefferies

Good morning, guys. I just had a quick question on the non-reported side. You’ve seen pretty good strength. I would imagine most of that is coming from Asia bev. But what was going on with the margin – it’s down a little bit. Is that just along with higher start-up costs or (inaudible)?

Timothy Donahue

Oh, it’s more a function of the pass-through of higher aluminum costs, so it’s the denominator effect I talked to in the prepared remarks. We—you know, in total for the company in the second quarter, as I said, if you backed out the pass-through impact or the denominator impact, our margins were up—they weren’t flat to last year. They were up a little bit more than half a percent over last year, from 11.9 to above 12.4. And you’ll see that throughout all of the segments, both tin plate and aluminum. Obviously if you follow the LME, it’s up sharply over this time last year, even where customers have elected to hedge. So it’s more the denominator effect of passing through raw material price increases on a one-for-one basis.

Philip Ng – Jefferies

Okay, that’s very helpful. And now that you’ve got a good chunk of your capacity on line already for 2011, should we expect margins to improve a little bit in the back half as you get up the learning curve?

John Conway

Yeah, they may; and we think they will. Now, don’t discount seasonality as we get into the fourth quarter, but we would expect as we come up the learning curve and unit costs go down, that that should occur.

Philip Ng – Jefferies

Okay. And just lastly – out of Europe bev, it sounds like pricing has actually held up pretty well since Q1 and demand seems to be reasonably strong. Should we expect pricing to improve a bit in 2012 and margins to return back to a more normalized level?

John Conway

You know, it’s a little early for us to say—in fact, quite early. I think we’re going to have to get into the fall and just see how the market looks at that time.

Philip Ng – Jefferies

Okay, thanks guys.

Timothy Donahue

Thank you.

Operator

Thank you. Our next question comes from Alton Stump with Longbow Research. You may ask your question.

Alton Stump – Longbow Research

Thank you. Good morning.

John Conway

Good morning.

Alton Stump – Longbow Research

I think most of what I had has been asked already, but just with the Middle East, obviously both bev cans and food cans, any color on if you think those issues might get better in the back half, or is there still a fair amount of demand uncertainty in the next two quarters?

John Conway

Well, we think food demand in Africa, and that’s—you know, Morocco and Ivory Coast we mentioned, it will pick up. They already are picking up. We think they’ll continue to pick up. As for the Middle East beverage, it’s anybody’s guess. I mean, a lot of political issues and so forth; on the other hand, oil prices are extremely strong. There’s a lot of cash. But we’re just going to have to wait, and wait and see, as I said. We were really pleased that volumes were only down 2%. We think that’s quite favorable and we’ll just keep our fingers crossed on the general political situation.

Alton Stump – Longbow Research

Okay, thanks. That’s all I have.

Timothy Donahue

Thank you.

Operator

Thank you. Our next question comes from Alex Ovshey with Goldman Sachs. You may ask your question.

Alex Ovshey – Goldman Sachs

Good morning. I have a couple questions. First, can you just remind us what assumptions you have made in the lower end of your EPS guidance of 2.70 versus the higher end of 2.90?

Timothy Donahue

Well, I don’t think we gave you any assumptions before that we’re going to remind you of. We gave you a fairly wide range because a lot of things can happen in the year, including currency which, as you know, the rates have been extremely volatile and there’s a fair amount of uncertainty regarding both the United States and European debt issues. So one of the issues for a continuing wide range with still only a half a year to go would be currency. I think, as John pointed out, demand still remains very firm, so we have less concern on the demand side, and I think pricing obviously is set for the year. And on the upper end, obviously, we made assumptions as to the amount of shares we would buy back, and you’ve seen we’ve already bought back a fair amount of shares already.

Alex Ovshey – Goldman Sachs

That’s helpful. Can you talk about where steel tin plate prices settled out for the back half in Europe, and how that may impact the European food can business in the second half?

John Conway

Yeah, we—mid-year price increases in Europe were between 8 and 9%, and we are passing those through and we think we’re going to be quite successful in that. We don’t think the resulting food can price increases are going to have an adverse effect on demand, so we feel pretty confident about profitability. And margins, as Tim said, may come down a tiny bit just because of the effect of the increase in the steel on a percentage basis; but in absolute terms, we’ve been successful in passing it through.

Alex Ovshey – Goldman Sachs

Okay. My last question – is your China business short cans now, and if so, are you shipping cans from other parts of the world, and what parts, if the business is short?

John Conway

Well, we can sell every can we can make in China, as we said earlier. You could see some of our customers had extremely good second quarters in China. We have been helping out from southeast Asia into China this year. We don’t anticipate needing to do that next year.

Alex Ovshey – Goldman Sachs

Great, thank you very much.

Timothy Donahue

Thank you.

Operator

Thank you. Our next question comes from Chris Manuel with Keybanc Capital Markets. You may ask your question.

Chris Manuel – Keybanc Capital Markets

Good morning gentlemen.

Timothy Donahue

Good morning, Chris.

Chris Manuel – Keybanc Capital Markets

Just a couple questions for you. First, John, in the press release you talk about some new growth opportunities looking ahead that continue to arise. Are there any specific geographies or places that you’re looking at, either from a present utilization rate or such that you think could be ripe for more capital and expansion going forward?

John Conway

Well, it’s a little early this year to talk about specific things next year that might be additional, but basically we’re referencing the fact that we and our customers in the emerging markets, or growth markets as some people are now calling them, we still see good demand growth, and we’re growing off of a bigger and bigger base. So we think that’s going to continue. We think that’s positive for us. The emerging markets that we are present in, we have very good positions and we think just continuing to grow those markets is going to result in a lot of good opportunities that we can capitalize on.

Chris Manuel – Keybanc Capital Markets

Okay. And just to be clear, this would be above and beyond—you’re talking about what you’ve already got announced with the expansion plans, right?

John Conway

It could be, depending on how promising it all turns out to be.

Chris Manuel – Keybanc Capital Markets

Okay, that’s helpful. Just a couple modeling questions for Tim – interest rates the rest of the year, are we at a reasonable run rate here, and DNA as well?

Timothy Donahue

Yeah, DNA is going to start to trend up a bit as we move the projects from in-progress to being capitalized; we’ll then begin depreciating the projects. So we will start to see depreciation to move up, and don’t forget the currency impact on both depreciation and interest. The euro is much stronger at the period end rate, at June, than it was last year, so if we hold these rates, it’s going to have a much bigger impact in Q3. And interest expense, you know, running a little heavy through the first six months but, as we described, owing largely to the share repurchases which were more front-end loaded this year than last. I don’t know if you want to double the interest expense, but it will be a little bit below the doubling the number through six months, and depreciation should start to trend up.

Chris Manuel – Keybanc Capital Markets

Okay, that’s helpful. And then the last component, Tim, I wanted to ask about was a follow-up on Peter’s question earlier about the free cash flow guidance. Looking at—where are the big swing factors as we work though the back half of the year? Obviously, I know earnings are going to be up some or nicely when you look at ’11 versus ’10; but you’re a pretty good chunk behind where you were last year with free cash flow. You’ve indicated working capital will be a use of cash in ’11 versus ’10. Capital will be a chunk higher ’11 versus ’10. Where are the big swing factors that—

Timothy Donahue

Well listen, when we—the at least 400 million free cash flow guidance that we provided in both February and April included higher capital spending this year than last, and it included working capital being a use of cash as opposed to a source because we understood both tin plate and aluminum price increases year-over-year. We are roughly $250 million behind at June from June of last year, and as I described to everybody, it all sits in working capital and it owes to higher receivables, a result of higher revenues through six months, and the raw material inflation on not only receivables but also the seasonal inventory. So if you’re having some doubts as to whether or not you think we can execute, you have to realize we’re in a seasonal business and we’re going to run ahead and have inventories and receivables in June ahead of the season. And we believe demand is still very strong and we’re going to sell those inventories, and we’re going to collect those receivables in Q4 as we do every year. That’s the business we’re in – we convert, and not only do we convert metal but we convert inventory and receivables to cash collections in the fourth quarter.

Chris Manuel – Keybanc Capital Markets

I appreciate that. I’m just thinking of it as at year-end, you’re anticipating that it still would be a use; therefore you’re going to make up your difference and some extra as you get through 4Q.

Timothy Donahue

Well no, it’s—in the original guidance, it was always anticipated from our end that it would be a use this year because of the growth in the business globally, as well as higher raw material costs offset by higher earnings obviously, right?

Chris Manuel – Keybanc Capital Markets

Okay, so that’s the other part there. Okay. Thank you. Good luck.

Timothy Donahue

Thank you.

Operator

Thank you. Our final question today comes from Chip Dillon with Vertical Research Partners. You may ask your question.

Chip Dillon – Vertical Research Partners

Yes, good morning. Just one quick one – on the specialty packaging, I don’t think you told us the breakdown of the revenue increase from currency and price change, and it would seem like, just backing into it, the currency impact was about $15 million. Does that make sense?

Timothy Donahue

I think we said the currency impact on European spec pack was 13 million, and–okay, volume was up a couple million, and the balance was pass-through raw material price.

Chip Dillon – Vertical Research Partners

Got you, okay. And just to make sure we understand you on the future CAPEX, if we sort of leave out what future growth opportunities might come down the pike, say, for 2013, 2014, it’s hard for me to imagine that you would actually have your CAPEX be in that 50 or 70 million range. There must be some other bucket that you normally have for projects, maybe it’s to lower costs or maybe increase throughput. In other words, if you leave out major growth in those years, would you still expect it to be over 100 million, your CAPEX?

Timothy Donahue

Well, yeah. We described—the answer to the question was what is your maintenance capital, and we described that at 50 million. The non-emerging market spending that we’ve had consistently over the last at least five or six years that I can remember has been roughly 100 to 105 million, and we would describe that to you as the 50 million non-growth projects as well as another 50 million of growth projects for whether it’s increased throughput or new projects for easy open ends, whether they be full pull-out steel ends or peel seam in food, specialty can sizes in beverage, whether they be 8 ounce, 10 ounce, 16 ounce in Europe and North America. So I think you’re right, you’re just forgetting the other 50 that we already spend in the developed markets.

Chip Dillon – Vertical Research Partners

Got you, okay. And then lastly, quickly – any thoughts versus the weighting of returning cash via dividend versus buyback? I don’t know if there’s—just questioning whether there’s any change in how you might—have you thought about initiating a small dividend or not?

John Conway

Well, we think about it constantly and talk with the Board about it, and consider the relative merits of dividends versus share buybacks. We still like the flexibility that the maximum share buybacks give us, and so for the time being we plan to continue with returning cash to the shareholders through share buybacks and not instituting a dividend.

Chip Dillon – Vertical Research Partners

Got you. Thanks very much.

Timothy Donahue

Chip, thank you.

Operator

At this time, I’ll turn the call back over to the speakers.

Timothy Donahue

Okay, thank you very much, Shirley. That concludes the call today. We’ll ask you to note that the third quarter 2011 conference call is scheduled for Wednesday, October 19 at 9:00 Eastern time, and we want to thank all of you for listening and look forward to speaking with you again in October. Bye now.

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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