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Executives

Timothy Donahue - EVP & CFO

John Conway - Chairman, President & CEO

Analysts

Phil Gresh - JPMC

Tim Thein - Citigroup

Benjamin Wong - Bank of America-Merrill Lynch

Chris Manuel - Wells Fargo

Alex Ovshey - Goldman Sachs

Al Kabili - Credit Suisse

Ghansham Panjabi - Robert W. Baird

Philip Ng - Jefferies

Debbie Jones - Deutsche Bank

James Armstrong - Vertical Research Partners

George Staphos - Bank of America-Merrill Lynch

Crown Holdings Inc. (CCK) Q4 2011 Earnings Call February 2, 2012 9:00 AM ET

Operator

Good morning and welcome to the Crown Holdings' fourth quarter and full-year 2011 earnings conference call. Your lines have been placed on 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' fourth quarter and full-year 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-Generally Accepted Accounting Principles 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 year results, and then hand the call over to John.

We had a very strong finish to what’s been another good year in 2011. Fourth quarter comparable diluted earnings per share increased 14% to $0.48 per share versus $0.42 in last year’s fourth quarter. For the full year, comparable diluted earnings per share were $2.81 in 2011, an increase of 25% over the 2010 level of $2.24.

Net sales in the fourth quarter increased 6% over the prior year as strong emerging market beverage can growth offset weak economic conditions in Europe and a weakening euro and British pound sterling against the US dollar. For the full year net sales rose 9% over 2010. Segment income at $192 million in the fourth quarter was up 4% compared to the prior year as strong emerging market performance offset unfavorable currency translations and lower manufacturing activity which was planned to bring down year end working capital levels. For the year, segment income was up almost 10% over the prior year.

Before, we review operating segment performance, we want to provide you with an update on the flooding in Thailand and its impact on our operations. On our third quarter earnings call on October we noted the severe flooding conditions in Thailand. At that time, none of our plants had been affected. However soon after the call, our beverage can plant north of Bangkok, one of the three plants we operate in the Bangkok area was flooded.

Fortunately our food and general line plants in the Bangkok area were not flooded. The beverage plant is a two-line aluminum can plant with a beverage end line. Almost all of the equipment submerged under water for six weeks is damaged beyond repair. Fortunately, the financial impact on Crown has been minimal and we are grateful that our employees in Thailand are safe although their lives have certainly been disrupted and damaged.

As always, we are dedicated to ensuring the continued support of our customers’ needs and we are now focused on a return to normal operations as soon as possible. We will rebuild in Thailand and expect to be back in operation by early 2013. Until then we will support our customers’ requirements in Thailand from other locations.

Turning now to our operating segments. In Americas Beverage, revenues increased 11% in the quarter and were up 8% for the full year. Segment income at $85 million was up 20% in the fourth quarter and 10% for the full year. Sales unit volumes in the segment were up 7.5% reflecting strong gains in Brazil and Mexico which offset a 4% decline in North America.

We had consistent and outstanding performance in Brazil throughout 2011 and 2012 is off to a great start. As a remainder, in the first half of 2011 we installed three new productions lines including two lines at the new Ponta Grossa plant adding more than 2.5 billion units of annualized capacity to our Brazilian operations. Start ups went extremely well resulting in volume growth of 53% in the fourth quarter and 31% growth for the full year.

North American food revenues in the fourth quarter and full year were in line with the prior year as the passthrough of higher steel cost offset slightly lower volumes. US volumes were surprisingly strong through the quarter and equaled the prior year while overall North American volume was down 1.5% in the quarter.

Segment income was $31 million in the quarter and at $146 million was up 22% for the full year reflecting improved manufacturing performance, increased metal vacuum closure sales and benefits from the prior year’s restructuring.

European Beverage revenues increased 5% in the fourth quarter due to the passthrough of higher raw material cost and 5% sales unit volume increases, offsetting currency translation of $10 million. Segment income was down $13 million in the quarter reflecting our efforts to reduce yearend working capital by lowering production activity, price compression and currency translation of $2 million.

Revenues in European Food were down 3% in the quarter due to lower volumes, the result of the 2010 prebuy which did not recur in Q4 this year and weak economic conditions both offsetting higher tinplate pricing.

Segment income at $37 million was down $5 million from the prior year due to lower volumes, lower manufacturing activity, which was planned to lower working capital at yearend and currency translation of $2 million.

For the full-year, segment income improved 7%, as ongoing productivity gains, cost reductions and currency translations all offset the impact of 4% lower volumes.

Fourth quarter segment income in specialty packaging improved over the prior year and for the full year rose 36% on the back of increased sales unit volumes and productivity improvements.

Our non-reportable businesses, that is China, Southeast Asia, our can making equipment business in the UK and our US and European aerosols businesses all performed very well during 2011, with sales and segment income up 16% and 14% respectively for the year.

Despite the flooding in Thailand, beverage can sales remained strong throughout China and Southeast Asia and were up 21% in the fourth quarter, offsetting lower aerosol sales, the result of customer buy aheads at the end of 2010.

Demand remains very strong throughout Asia and we will again add significant production capacity throughout 2012. In 2011, we completed a new plant in Hangzhou, China and added a second beverage can line in Cambodia. In 2012 we will complete three new plants in China, begin construction on two additional new plants as well as a second production line in an existing plant in China and add more capacity in Vietnam.

We expect our capacity expansion program will result in continued improvement across China and Southeast Asia results for 2012 with much more of the benefit accruing to 2013 and future years. So to summarize we had another good year in 2011 with most businesses outperforming 2010. Unit volume growth in emerging markets improved manufacturing performance and a continued focus on controlling cost, offset weakening conditions in Europe. As a metal packaging company we continue to realize the benefits of our product and geographic diversity despite the volatility of the last several years.

We ended the year with net debt just under $3.2 billion up $600 million over the 2010 level primarily due to $328 million of North American pension pre-funding and the repurchase of minority interest totaling $202 million. During the fourth quarter we also purchased $100 million in common stock and for the year almost 8 million shares were purchased.

Credit quality remained strong as net debt to adjusted EBITDA ended the year at 2.8 times and interest coverage at 4.9 times. For the year net interest expense was $221 million and should be similar in 2012. Our tax rate from ongoing operations was 25.5% in 2011 slightly below our prior estimate due to improved results in countries of lower tax rates.

For 2012, we currently project a tax rate of 28.5% and that increase will largely be offset by a reduction in minority interest expense. Pension expense in 2011 was $97 million and is projected to be the same in 2012 as the pre-funding offsets the impact of declining interest rates and lower asset returns. Pension contributions including the pre-funding totaled $404 million in 2011 and are estimated at $135 million for 2012.

Capital expenditures in 2011 were $401 million with more than $300 million will be for capacity expansion, primarily in the emerging markets. For 2012 we expect CapEx to total $325 million excluding the cost to rebuild its beverage capacity which will be covered by insurance.

Just to summarize and excluding Asian reconstruction, we expect to complete five new plants, three in China and one each in Brazil and Turkey, add more production capacity to Vietnam and begin construction on three additional lines including two new plants in China.

Looking ahead the company expects emerging market volume growth and productivity improvements to increase earnings in 2012. However, we do remain cautious as there is still considerable uncertainty surrounding global economic conditions particularly in Europe. First half earnings are expected to be similar to the first half of 2011 due to the impact of inventory repricing in our steel products businesses.

For the full year we currently estimate full year comparable earnings per diluted share at current exchange rates to be in the range of $2.90 to $3.10 per share. Free cash flow for 2011 came in at $333 million, a little below our expectations as surprisingly strong US food can volumes and larger than expected volume increases in Brazil accounted for more than the shortfall amount.

For 2012 after capital spending of $325 million and cash spending for restructuring projects, we currently project free cash flow of at least $325 million. And with that I will turn it over to John.

John Conway

Thank you, Tim and good morning. As Tim pointed out we had another excellent quarter which concluded a very successful year for our company. There will always be ups and downs for our various businesses around the world in our multiple metal packaging product launch, but the sum of the outcomes we think was very good.

First, regarding 2011; our businesses performed very well and we continue to executive our overall strategies successfully. Our earnings for the year increased on a continuing basis by 25% and our free cash flow at $333 million was significant given a number of surprises many favorable to income but not for cash.

Our capital program is very successful and we deployed $400 million primarily supporting capacity additions in our excellent emerging market businesses. We continue to monitor the rate of capital expenditure in the emerging markets to insure that our efforts are appropriate in light of the growth that we are experiencing and that we foresee.

We think that the unit volume growth in beverage cans that Tim referenced for the fourth quarter of 2011 and the full year validates our strategy and confirms that the actions we took as much as three years ago and continued through 2011 were the right ones.

As for the fourth quarter of 2011, generally the results are very good. Our businesses in the Americas and Asia performed very strongly, unit volumes were strong and profits were up as well.

Europe deserves a discussion. The fourth quarter results reflected lower volumes in our foods, specialty pack and aerosol businesses, which were a product of generally low demand in Europe. Our customers were being cautious and we are avoiding an all cost packing cans, they were not confident that they could sell quickly.

With regard to the European beverage business although volumes were good, profits declined versus prior year. as a consequence of margin compression due to price activity which we have seen earlier in the year but which is much more apparent in the seasonally, low volume, fourth quarter.

But the taking companies performance as a whole we think that the quarter was quite successful and reflected good execution overall. As Tim mentioned over the course of the year we continued to purchase carefully selected joint venture interest in our emerging markets businesses and of course we returned $312 million to our shareholders through share repurchases.

Looking ahead to 2012, the company’s position and prospects are excellent. Our goal is to maintain strong healthy businesses in the developed markets of Western Europe and North America. At the same time we will continue to grow our emerging markets businesses in South America, Eastern Europe, the Middle East, China and South East Asia.

Tim mentioned briefly the restructuring program in Europe. We are studying opportunities to improve our cost structure in Europe. You may recall that several years ago we instituted a major restructuring of our North American food and aerosol businesses with outstanding results. We have something similar in mind for Europe. The results will be evident in 2013.

Regarding earnings performance in 2012, Tim has pointed out the reasons for our caution. Demand in Europe in the second half of 2011 was liquid than expected and we are being conservative in our view of the pace of recovery. All of you are as well-educated as we, concerning European issues. So you can understand the basis for our caution.

Our other markets are shaping very well with growth continuing. However, as new capacity comes on line we will be in multiple learning curves during the year. So the profit benefits will be seen more in 2000 than 2012. Having said that, we expect all the emerging markets to perform strongly in 2012.

Our momentum is strong and positive throughout the world. Our position in every market in which we are present has continued to strengthen, enabling us to serve our customers more effectively with a broader product range and better geographic coverage.

And finally our capital spending program for 2012 reflects our continuing commitment to support our customer’s growth plans globally, but particularly in the emerging markets.

So with that Shirley, I think we are ready to open the call to questions.

Question-and-Answer Session

Operator

(Operator Instructions) And our first question comes from Phil Gresh with JPMC. You may ask your question.

Phil Gresh - JPMC

First question, just for the guidance. Could you quantify the impact of the inventory re-pricing effect?

Timothy Donahue

I don’t have it in front of me. But it certainly, on a year-over-year impact in all of our steel businesses around the world. You got me guessing, I am going to say, somewhere between $15 million to $20 million.

Phil Gresh - JPMC

Okay. So, that will be kind of a one-time item that directly should not impact, forward years?

Timothy Donahue

No, I mean, this was the roll-over impact, the benefit we had in the first quarter of last year that does not recur this year, that’s right.

Phil Gresh - JPMC

Okay. Got it, okay. And then with Europe, you talked about the price compression there. Your peers had talked about it as well. It sounded like from your tone that it hasn’t gone any worse than what you saw earlier in the year, is it just the seasonality affected it? Is that accurate or has it actually gone a little bit worse here as the year has progressed?

John Conway

No, I think that’s accurate. So, it hasn’t gone any worse since we called it out six months ago. And as we said, you’re just seeing, seasonally our volume is lower. Overall, the market grew by about 5% in Europe. We were up nicely in the fourth quarter in Europe. So, demand characteristics are fundamentally good but some of the things that happened, they just become more apparent as the year roll on.

Phil Gresh - JPMC

Okay. And on Brazil I would say the demand there was exceptionally strong in the fourth quarter. One thing I noticed in your release is you did not mention I think about the Belem project. So I just wondered if can give us an update on in terms of what you are seeking there from a timing standpoint.

John Conway

At the moment there are a couple of things here. The demand was very strong in Brazil and the market growth was good in Brazil not extraordinary but I think what occurred was that we took a view three years ago the Brazilian market was going to be very strong and we have an opportunity to some things to fill some geographic holes in a significant way that will enable us to participate in the growth in Brazil in an outsized way and that is exactly what has happened. Our market share in the fourth quarter is up towards 30% in Brazil, so almost doubling over four years.

And as far as Belem is concerned we are going to continue working along. We are thinking at the moment that we will complete the plant towards the end of the fourth quarter of 2012. So you will begin to see the see the benefits in 2013 but not much in 2012.

Phil Gresh - JPMC

Okay and just one question on the free cash flow guidance. How much within a $325 million what are your assumptions around both A, restructuring cost and B, working capital?

Timothy Donahue

We have assumed working capital as flattish to slight positive. The cash and restructuring disbursement is roughly $60 to $65 million.

Operator

Your next question comes from Timothy Thein with Citigroup. You may ask your question.

Tim Thein - Citigroup

First question Tim; just in terms of the full year guidance; is it possible to give even just of kind directionally, kind of parch out the earnings contribution based on kind of your guidance that you’ve given between the organic business and then the contributions from the new projects that were started up in 2011; just trying to get a feel for it. It looks to me and you can correct me if I am wrong, at that time of the year your base business is flat to maybe slightly down in 2012, is that a correct read?

Timothy Donahue

Well, we just talked about the benefit that we had in 2010 from inventory re-pricing and because of, obviously that doesn’t occur every year, so we don’t have that this year and that’s why we said the first half this year would largely be flat or similar to last year.

But when you recognize that we are not going to have that this year then what you’ve just said is in the steel products businesses is potentially correct; although, we’re hopeful that our steel products businesses will be able to overcome that and will be flat too last year.

Having said that, so outside of steel products businesses beverage in North America and Europe as well as the emerging markets we expect to perform better than last year; but, I don't think we have anything here where we could parch out for you emerging markets or contribution from recent projects. I don’t think we want to get into that level of detail given the public nature of the call.

Tim Thein - Citigroup

And just, you mentioned that on the pricing outlook in metal beverage cans in Europe, can you comment, it sounds as though you’ve had some of your competitors take different approaches in terms of both sourcing as well as pricing often played in Europe in 2011. And I am just curious in light of the current environment, what your outlook assumes there from a price cost standpoint ex any inventory swings and related to tinplate, so just kind of underlying price cost in Europe?

John Conway

Well, I think going forward we think the European beverages price cost standpoint is stable. And as Tim said, we think we’re going to get the better this next year of volume growth and efficiencies improvements and so forth and productivity improvements not impeded by price activities.

Overall, the European market we characterize in beverages being very good balance virtually everybody; we think finish the year on annual basis with operating rates of over 90%. And as we look at and I don’t want to spend a lot of time on call, we think what may have happen was there were some geographic imbalances that were corrected by those who thought they had serious geographic imbalances over the course of ‘11 and that maybe the source of the price activity. But, whatever at least as I said in the second half of the year we can see it, but we saw it pretty remarkably in the first half.

Operator

Thank you. Our next question comes from George Staphos with Bank of America-Merrill Lynch. You may ask your question.

Benjamin Wong - Bank of America-Merrill Lynch

It’s actually Benjamin Wong filling in for George; he is on another call. Can you just comment on how trends are in Brazil earlier in the year; I know well into the summer there, but if you could comment on new capacity start-ups and also on the product market? Thanks.

John Conway

Well, the market continues to be strong so we’re anticipating a very good year for ‘12 as Tim said, all of our capacity came online we think very, very effectively. To give you a sense, we have three very large beverage can plants; one in the south, one in the middle of the country and one in the north and all are running exceptionally well. We’ve just been very, very fortunate in so many things down there. And so we think Brazil is going to be very strong this year, strong for us, strong for the industry and we think this should be good for everybody.

Benjamin Wong - Bank of America-Merrill Lynch

And Tim, do you have I guess what we should be expecting for D&A or think about for D&A in 2012?

Timothy Donahue

I think you know up about $10 million to $15 million over the 2011 number.

Operator

Thank you. Our next question comes from Chris Manuel with Wells Fargo. You may ask your question.

Chris Manuel - Wells Fargo

A couple of quick questions for you; first, if we could start on, you bought back a couple of your minority partners, it looks like 50 million in 3Q and then incremental 150 or so in 4Q. Could you give us a little more color as to what geographies, what you are able to pull back in, things of that nature and what that might do for minority interest?

John Conway

Yeah, Tim will do that and may be as he does he’ll give you a sense of what our overall position is as a result, if we don’t go into details about individual acquisitions.

Timothy Donahue

So Chris what we’ve been working on the last two years was buying out various minority positions in China and so we’ve completed with the exception of one very small joint venture with whose terms of the joint venture expire in early 2013. We’ve completed the purchase of all minorities in China and we now own 100% of all existing and we’ll own 100% of all of our future projects in China.

We made a couple of small purchases of some smaller amounts in Vietnam and so in Asia, Vietnam is the only other area where in fact where we have minority positions, but they only range from 4% to 30%, so some small positions. So across Asia with the exception of Vietnam as I mentioned, we now own 100%.

We still have a 50% partner, a very good partner, a very loyal and strong partner in Brazil. We still have our partnership arrangements in the Middle East and the other activity we are able to complete this year in the early fourth quarter was the buyout of the remaining public shareholders in our Greek and Spanish beverage companies, Spain being own by Greece. But that company was a public company traded on the Athens Exchange and we bought somewhere between 15% and 20% of the shares, the remaining shares in the fourth quarter.

Chris Manuel - Wells Fargo

So that was the 150 piece?

Timothy Donahue

And there were some China activity in that 150 as well.

Chris Manuel - Wells Fargo

And I guess, the last follow-up within there, can you give us a rough sense as to what minority interest might do then given these changes looking forward ’11 to ’12, I think it was, if I got my number right here, 1-11?

Timothy Donahue

And so what I said was the tax rate was going to go up 3 percentage points this year from 25.5% to 28.5% and that would be offset by a reduction in minority interest. So minority interest should come down you know, roughly $20 million.

Chris Manuel - Wells Fargo

Okay. The question I had was..

Timothy Donahue

Understanding comes down 20 million even though the profits are going up in some of the companies we have such as Brazil, right.

Chris Manuel - Wells Fargo

The second question I had before I bounce it over is from the sounds of the capacity increases and things that you still have coming, you know, are there any incremental adds that you’ve made in there for new plants, new facilities and places that you don’t have press releases out on with locations, things of that nature today, number one? And then number two, as you look at where you are positioned, where are you still projected to be somewhat tight that as you look into ’13 and ’14 and beyond that you may still have room to continue to add?

Timothy Donahue

Okay, I’ll take the first part of the question and John will take the second. The capital budget that will be set for next year was 325 million and as I said Chris that excludes reconstructing the Asian capacity we lost in the Thai flood. Obviously, we have given you a full roster of projects over the last couple of years and you know that we’ve announced. But we’ll always be out prospecting and looking for new opportunities and customers coming to us with opportunities there may be one or two projects in that capital number that are not yet announced, but we are certainly not going to go into that on this call and I’ll let John talk about the second part of your question.

John Conway

Yeah, and I think, I listened to your question, only making a contribution, in 2011 you don’t know about, but generally speaking I mean just exactly what you would expect, Brazil we think we’ve got covered, we don’t have any plan right now beyond Belém, but if the market grows overtime we know that we’ll be continue to invest there.

Asia continues to be a source of substantial growth for us and we really think our market estimates for beverage can growth in China for example are relatively conservative when we look at outside consultants, when we listen to some of our and key suppliers had to say about the market we’re being quite conservative.

So it is possible that there are more opportunities in China that we have Vietnam and we’re looking at it constantly for these countries. Southeast Asia, something similar and we’ve had great success there and so it’s quite possible that we’ll have additional opportunities there, but we don’t anything on the drawing boards as we see for this.

Operator

Your next question comes from Alex Ovshey with Goldman Sachs. You may ask your question.

Alex Ovshey - Goldman Sachs

Can you talk about what the priority is for free cash full use will be in 2012 and you know and what is the appetite to buyback stock above and beyond the free cash flow generation in 2012 given the natural deleveraging in the business that you see from EBITDA going up in the emerging markets?

Timothy Donahue

Yeah, I think obviously like many companies especially in the packaging space where we do generate a lot of cash flow and we are confident in our cash flow abilities, we always have the focus on deploying cash flow to grow the business or return capital to shareholders or both. Certainly in the recent history and in the future, if there's an absence of compelling acquisition opportunities we will choose to buyback stock.

As for your specific question, are we willing or would we potentially lever up to buyback stock above the free cash flow amount, I think the answer to that would be we would look to buyback stock this year in an amount no more than our free cash flow. I think there's going to be a combination of the significant portion of the free cash flow going to buying back stock and some small delevering.

Alex Ovshey - Goldman Sachs

Can you just comment on how many billion beverage cans were shipped in 2011? I think you have publicly talked about 48 billion cans by seeing the base number there?

Timothy Donahue

51 billion.

Alex Ovshey - Goldman Sachs

Okay and if all goes well with the capacity start up in the EM, what does that number look like for you in 2012 based on the guidance you have out there?

Timothy Donahue

Well, I don't think I have that number, but it’s certainly going to be up another 3 billion to 4 billion, but I just don't have the number. It’s not just the capacity that we are going to start up in 2012, it’s the full-year full-learning curve effect of capacity that's come on in 2010 and 2011 as well.

John Conway

Yeah, we got a lot of moving parts. As Tim said, yes we are going to benefit from capacity installed in 2011 running more effectively in 2012. On the other end, you got to be a little bit cautious because as these new plants and lines come on in 2012 as I mentioned in the comments, you start a learning curve and it takes us typically six to nine months to get to full capacity. So the 3 billion to 4 billion looks like the right number, but as we said earlier frankly at the moment we expect although it is going to be nice benefit in 2012, we expect a very significant benefit in 2013.

Timothy Donahue

If you thought about 51 billion this year, think about 54 next year.

Alex Ovshey - Goldman Sachs

Last question as we think about the CapEx requirements to take your ability, your beverage can capacity from 48 billion in 2010 to north of 60 billion, has most of that CapEx been spent between 2010 to 2011 and 2012, so if you don’t announce a new project between now and the start of 2013, your CapEx number for 13 will go down to more maintenance type levels? Or is there any CapEx flows through for the expansion project in to 2013?

John Conway

We know that we will be spending a significant capital perhaps not as high as 2012 and 2013, but we are going to start now throughout Asia, China and South East Asia in particular. We are going to start getting the benefits now of the many factories that we’ve constructed and we’ve got very good geographic coverage through the entire region and that’s been our goal. So that now as the market continues to grow we are going to be able to add machinery equipment to existing facilities on the capital cost for 1000 cans produced as a consequence starts going way down, returns go way up and you drive your costs way down.

And if we carry this all out as we plan to, we will able to spent less capital, but get just as much capacity as we’ve been adding over the last couple of years, drive our cost down and we think leave ourselves as we are now in a very, very good competitive position to respond to price issues et cetera. So we think the cost base if you will is going to be absolutely first class as we finish all this and already is compared to the competition, but we think it is going to get even better.

Operator

Thanks, your question comes from Al Kabili with Credit Suisse. You may ask your question.

Al Kabili - Credit Suisse

I guess the first question, Tim on the inventory reprising in the $15 million to $20 million, wasn’t last year more of a 1Q event, I am just trying to understand how that reconciles with sort of the flat first half 2012 versus 2011?

Timothy Donahue

Also some of it carries into Q2. But you are right, most of it is a 1Q event, last year, a little bit would have carried into Q2.

Al Kabili - Credit Suisse

So to be flat for the year or to be flat for the half year 2012 versus 2011, does that imply first quarter is down?

Timothy Donahue

No, I think remember what John also said, I think what it implies is flat for the first half of the year which could imply flat for both quarters. John mentioned that we are going to be in multiple startups and there will be impacts of multiple startups and then the other item is obviously currency translation. The euro right now is about 6% to 7% weaker than it was on average for 2011 and a bit weaker than that and it was in the first half of last year. So currency is a fairly large headwind in first half. Where we are at today, it won’t be a big headwind in Q4 of 2012. So most of the currency impact will happen in the first half.

Al Kabili - Credit Suisse

Okay, now in terms of the start-up costs, you are having a lot, I guess China starting up in the second quarter, is that what you are referring to. How big of a headwind could that be?

Timothy Donahue

Well I mean China we have got, we have got three plants starting up, one in each of the first three quarters of next year and we’re going to immediately double the size of the plant that starts up in March of 2012, begin doubling the size of that by putting a second line in and if you thought about startup, maybe it’s per line a $0.25 million per quarter.

Al Kabili - Credit Suisse

Okay. I guess, the Middle East if you could talk a little bit about what you’re seeing in the Middle East right now with the turmoil?

John Conway

Well, demand overall held up pretty well. We’ve had weakness in spots though. We’ve talked about it before. But when we talk to our customers and we consider the kind of medium-term outlook, we think the Middle East market should be growing at about 8% per year. And we think, that’s a relatively conservative estimate. And our customers are much more bullish than that. So, the overall market prospects are very, very good but on a month-to-month, week-to-week basis it can be a little bit choppy.

Al Kabili - Credit Suisse

Okay. As far as the Slovakian operations, I know there were some operational issues there. Where are you with respect to that, addressing those issues?

John Conway

We’re largely thorough that we think from a capability standpoint with respect to our people and so forth there, they have turned themselves over two years and are pretty good can makers this point. We got some technical issues and some capacity bottlenecks that need to be resolved. We’re going to be doing that in the March-April timeframe and with that, we’ll be completed. But that plants are running much better and with the technical things that need to be done, we’ll come out of it we think in outstanding shape.

Al Kabili - Credit Suisse

Okay. And final question, I guess for Tim, in terms of the low end of the guidance, can you just help us what you are assuming there because it sounds like you are not going to see any incremental pricing pressure in Europe, the operations in Slovakia sound like you have got that under control. Middle East seems like it is a little choppy, but not falling off a cliff and you’ve got the improvement in the ramp up of the projects, the new line, so I am just trying to understand how you get to the bottom end of the outlook, thanks.

Timothy Donahue

I think everything you’ve just said, we may agree with one or two small exceptions. The bottom end of the range represents perhaps us being a little overly cautious as it surrounds Europe and the news flow out of Europe and any potential macro event that could occur in Europe that would damage the euro as a currency or demand in Europe overall if there is some real shock to the European system.

Operator

Your next question comes from Ghansham Panjabi with Baird. You may ask your question.

Ghansham Panjabi - Robert W. Baird

Tim, the cash restructuring that you quantified at I think $60 million to $65 million and it is a pretty big number. Can you share with us what that encompasses, is that sort of rightsizing the European food can business and also what kind of capacity are you planning on taking out?

John Conway

Yeah Ghansham, it is largely focused as Tim said in his comments on Europe and we don’t have specifics yet and we won’t have specifics until we work our way through the various constituent groups in Europe that we need to consult with, under their legal requirements. So that is in process, but we have a good conceptual plan of what we are trying to do and largely it’s to consolidate capacity and the result of which is going to be that the remaining factories are going to be far more efficient and effective than the ones that we have in mind.

So we don't want to get more specific on that but what we try to do is reference of course what we did in North America. I think you know some of the details of that and I think you've seen the results and the benefits of the restructuring program in North America and segment income in America’s food enclosure for example and it’s embedded in our core segments and aerosol. So that's what we have in mind.

We've been looking at some opportunities for a number of years. We don't like to do restructuring until we feel that we've got something really solid and something we almost cannot miss on and that's what we think about this one.

Ghansham Panjabi - Robert W. Baird

Okay. So John, what about the timeline is this an 18 month project, 24 months?

John Conway

No, it will be completed this year. We will see some benefits this year, but the bulk of the benefits would be in 2013.

Ghansham Panjabi - Robert W. Baird

2013 and there's no structural reason that European food operating margins can mirror the trajectory that you saw in North American food, right?

John Conway

Well, North American food the people here did a phenomenal job. Yes, if the Europeans can do as good a job, we are going to see a benefit.

Ghansham Panjabi - Robert W. Baird

Okay. And switching to pension the 135 in 2012, I would have thought that the pre-fund in North America would have given you some sort of pension holiday. Is there still a residual contribution into North America in ’12?

Timothy Donahue

There is, the timing of our prefunding just technically Ghansham, had we made the pre-funding by September 15 and not in December we would have had a holiday in 2012, carrying on for several years. But it’s just the timing; it’s a technical timing issue. So there is, I think 65 million of, I see Tom shaking his head, yes 65 million of US funding in ’12 and then we’ll have a holiday in ’13, ’14, perhaps ’15.

Ghansham Panjabi - Robert W. Baird

Okay. And just one final one on the minority interest, you said 20 million lower. Is that gong to flow through to the cash out flow component to the NCI dividend?

Timothy Donahue

We would certainly expect dividends pay the minority to, that trajectory to mirror the minority interest on the income statement, yes.

Operator

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

Philip Ng - Jefferies

Good morning guys. Just want to get some thoughts on the seasonality of your Americas beverage business. Historically you know North American done that business. And 2Q and 3Q was much bigger and Q4 was obviously is quite sharp from Brazil. So how should we be thinking about that going forward?

John Conway

Tim will comment, I mean yes, you are right. I mean its changing but not only Brazil but Asia too to a degree because Chinese drinkers tends to be up in a period of [bill power] of customers in the fourth quarter and into the first but Tim you might want to pick it up.

Timothy Donahue

Yeah, I think, you right Phil. Historically the second and third quarters probably made up at least 60% and maybe that numbers is some where between 53 and 55 now just given the growth of Brazil, in Americas beverage that is and John pointed out with respect to Asia is the same. Obviously you have got Chinese New Year which this year as you know was quite early and Brazil obviously have Carnival and the High Season.

So it is changing and the working capital requirements associated therewith are changing as well as we continue to build the businesses until we’re done lets say building if we are ever done and given the tremendous opportunities that as John mentioned we see throughout many of these regions. So we are going to continue to not only invest capital, but in a small way invest some working capital at year end as we look to meet customers’ peak season demand. So we will have to do a better job of managing that. But I would say it’s moved a few percentage points in the last couple of years.

Philip Ng - Jefferies

Okay. And then a quick question on China, some of the regional competitors in that market, had to add capacity and that’s coming online now, have you seen pretty disciplined behavior on the pricing front, I think one of your competitors alluded to some modest price erosion. Just want to get some thoughts on that? And have you been able to offset some of that potential pricing pressure from the incremental capacity that is coming on with better learning curve or not?

John Conway

Yeah. I mean, you are right. We are not the only ones to see growth in China. However, we think, we know we have a comprehensive understanding of who is adding capacity, who says they might add capacity. This range is through the more major companies right on through the smaller company and so, at times there is a little price activity. It’s not so much associated with any supply-demand imbalance. It just might be associated with somebody adding new capacity wanting to sell it out quickly. But then the situation tends to correct itself.

So we think in medium terms, even longer term we are in a good shape and the other of course is that, yeah. Our learning curve, we come up pretty quickly but our idea, our big idea, one of the things in China is run more efficiently and effectively than the local competition, run a [lower spoilage], drive your cost down lower, make more cans under one roof and we think we are going to do very, very well from a competitive cost advantage for the foreseeable future.

Philip Ng - Jefferies

Okay. And just taking with that theme, in the past when you guys have run on capacity, the start-up cost, didn’t seem like it impacted margins much; 2012 seems to be a bigger issue, is that fair or I am just reading too much into that?

Timothy Donahue

Well, I think it’s a bigger issue only given the number of projects we have.

Philip Ng - Jefferies

Sure.

Timothy Donahue

In the past we have had two projects perhaps but right now we have got five projects underway. So, as we’re completing some of those projects, we’re going to be starting new projects, it’s just the number of projects.

John Conway

I think, what we need to remember what we’re trying to do, we’re the biggest metal packaging company in Asia if you exclude the Japanese. That’s the China, Southeast Asia business. We’ve been growing at a fairly dramatic rate. We continue to grow at more or less the same rate but of a much bigger base. So, we’re building a major metal packaging company in China and Southeast Asia and it’s quite an effort.

It’s going very well. We’ve got the resources for it. We’re fortunate that we build our own equipment. We’ve got outstanding project management capability. We do it all in-house. We do our own engineering. And our people now, particularly in Asia, but throughout the world, we had a lot of practice for a long period of time but a lot of intense practice over the past couple of years. So, we’re very good at what we do. But it’s tends that this is a lot of activity and a lot of new plants starting and they will drag in the first six months. There is no way around it. So, that’s what it is. But it’s no different in kind.

Operator

Thank you. Our next question comes from Debbie Jones with Deutsche Bank. You may ask your question.

Debbie Jones - Deutsche Bank

I was just curious, sticking with China, what is your market share in the region currently and then with all your capacity coming on, I am just wondering, if you plan to grow share in the region over the next couple of years or you’re just rather going to be inline with the rest of the growth?

John Conway

Yeah, our market share in Southeast Asia is around 65% to 70%, now talking from memory. We don’t think we are going to grow that at this point. But we think we’re going to maintain it. Our share in China is right around 20%. We will probably grow that share based upon our current trajectory and what we know about competitive plans.

Just one last thing generally speaking we don’t care about shares. We think it is a highly irrelevant statistic but what we care about is product coverage, geographic coverage and the cost saves of our factories. So whether we have 20% share or 40% share means nothing to us. It is whether we’ve got good geographic coverage and we have low cost plants. That’s the critical part, market share doesn’t do a damn thing in this business.

Debbie Jones - Deutsche Bank

Okay. And again on China and with all the cash come in, you said you feel like you have the resources for the expansion plans but I am just curious, are you seeing some competition for the human capital that you needed to add all this capacity?

John Conway

There are two aspects to it, how can we manage the projects, do the engineering and do this or that and so forth. And we have got our own in-house people who do that all around the world. Of course we have got some focus on Asia but we are just fine there.

With regards to the new plant starts it is true that good skill can makers are increasingly scarce in China but generally speaking our experience has been that in both in China and South East Asia the local citizens would love to work for a multinational that treats them well, pay them well. We do and so we are not having any difficulty.

Debbie Jones - Deutsche Bank

Okay and just last question I wonder if you can just quantify the Fx impact that you have embedded in your guidance. I know you talked about it but if you just have like a range to provide?

Timothy Donahue

I think yeah, I mean I’ll give you a number I mean you promise not to hold me to I know you are going to, but if you thought about $0.10 per share for the year I mean that’s what we are looking at right now. It’s a pretty sizeable number.

Operator

Our next question comes from James Armstrong with Vertical Research Partners. You may ask your question.

James Armstrong - Vertical Research Partners

First on Asia, you know given that its growing do you plan on breaking up the segment in the future and can you give us an idea how big the Asian business is relative to the non-reportable segment now?

Timothy Donahue

Yeah the Asian business in 2010 was $700 million in sales and just under $900 million in sales in 2011 and obviously we would expect that number to grow again whether it grows another 20% or not, I don’t know but certainly over the next several years we would expect that business, you know it would not be unlikely for that business to be $1.5 billion or $2 billion in revenues in the next five or six years. But again, that's just looking forward if growth continues in that region.

Will we break it out; perhaps we will. You know we don’t, we manage the business, we’ve got a number of countries, its not just China, its all throughout Southeast Asia as John mentioned, there is another five countries in Southeast Asia and so we’ll continue to review that.

James Armstrong - Vertical Research Partners

Switching gears; on working capital, according to your cash flow statement, working capital was the use of funds by $55 million in the year whereas balance sheet working capital dropped by $37 million by our calculations and should have been source of funds. Can you help me understand what went on here?

Timothy Donahue

Yeah, its foreign currency, so the year end currency rate, the ending rate for the year over example was 3.5% lower in ’11 than it was in ’10, so its currency. It shows the translation of the actual rate versus an average rate for the year. So the cash flow has come throughout the year whereas the balance sheet has translated at the spot from December 31st.

James Armstrong - Vertical Research Partners

And not to beat the dead horse, but on your expansion plans, everything except one can line is expected to startup within a year. As we look out into the future will the pace of the expansion continue at six to seven can lines a year or should we expect a drop off as we go into ’13 and ’14?

John Conway

Yeah, we think you’re not quite correct on that. Tim mentioned the number plants we’ll be getting construction on in well and those of course we won’t have, we’ll have to think a little bit about that, but yes, there are plans I mean to add more lines and lines will be coming on in ‘13 I can’t recall how many we said.

Timothy Donahue

Three; three to new plants and three to old ones.

John Conway

Three lines coming on ‘13 at this point.

Operator

Our final question comes from George Staphos of Bank of America-Merrill Lynch. You may ask your question.

George Staphos - Bank of America-Merrill Lynch

I think the question has been asked a couple of different ways from what I heard, but I’ll give it another shot; what do you think you know in the realm of normal probabilities again we won’t hold you to anything, but as you sit here today what capital expending could look like say by 2014?

John Conway

George its really hard to know, you tell me what do you think the growth is going to be and China, Southeast Asia, Middle East, Brazil in 2013 and ‘14 and also I think the capital is going to be, but I do think George, I do think and we if you were listening earlier, we reached a point now we believe in China and Southeast Asia where our rate of building new buildings is going to decline dramatically.

So new capital increasingly is going to be added to existing sites and that I think will, that in itself will cause capital to come down in Asia and Asia is a big part of our capital component as you know relative to capacity being added. So that alone is going to bring it down, but to speculate now for ’14 I’ll have a little difficulty, but Tim wants to give it a try.

Timothy Donahue

What I will say George, I know we went through an exhaustive explanation for some of the investors on our Q4 call last year whereby we described how we characterize spending via expense and/or capitalize as it relates to maintenance and we described to you last year, we’ve been consistently spending in North America and Western Europe about $100 million per year roughly half of that is maintenance and half of that is growth capital in those two markets, the bulk, the balance of the capital is all growth in the emerging market. So whether that number is another $100 million, $200 million or $300 million remains to be seen as John said.

But one thing is for sure, the pace of our EBITDA should increase in the future given the recent expansion we’ve had, so as a percentage of EBITDA, if you’re looking at converting EBITDA or EBIT to cash flow, we should be able to convert even considering similar capital levels if we continue to grow and spend money in Asia as we have been, we should be able to convert more EBITDA to cash flow given that if CapEx stays similar or slightly declines, the EBITDA is going to go up. I don’t know if that helps.

George Staphos - Bank of America-Merrill Lynch

Yeah, I mean its logical Tim I understand and we appreciate the thoughts. I mean considering what the capital cost is for a line as opposed to a line plus in brick-and mortar, would it be fair to say that whatever the growth rate has been, we’ll go back and look at relative to the revenue growth you have been saying that perhaps that relationship dips by 50%. So whatever growth you do see in emerging markets, the CapEx associated with that grows at half the rate it has been growing in relation to revenue; would that be fair?

John Conway

I think 50% is a little bit too much of a decline but if you said 35% to 40% that could be right. But we’ll be in a pretty high and free here George.

George Staphos - Bank of America-Merrill Lynch

Yeah, it’s good enough for government. I appreciate the thoughts there, John. I guess, two questions to finish it up. I know it’s late in the call, can you comment it all in terms of the take away and the customer expectations you’re seeing in your developed markets. You’re mostly US, I know what you said about Europe; relative to African beer, and how do you feel about your ability to continue generating cash from your existing, more mature businesses to fund the growth in emerging markets overtime as your capital efficiency further restructuring and alike? Thanks and good luck in the quarter.

John Conway

Yeah one thing I think worth remembering, the only markets we have where we’ve unit volumes declines in the last several years that are anything other than seasonal or one-off if you will, has been the US and Canada beer, soft drink and other businesses. And you are fully aware what’s going on there with unit volumes and we don’t think that’s going to continue with the same rate. I don’t think there is a reason for it to continue at the same rate fundamentally.

And the silver lining in all that we’ve been seeing is a movement in mix from traditional 12 ounce soft drink cans, where some of the issues really has been into so called specialty cans, cans of different sizes for some of soft drinks, but cans of different sizes for a range of other products.

So Europe is growing, the Middle East is growing, North Africa is growing, I mean all of the other markets are growing. The food business is stabled. The aerosol business is essentially stable, and up and down, up and down, but you look over 10 years, it’s been very stable. So it’s limited to that issue and, but no I think, we look at the cash flow characteristics of that business and we think we need to make a lot of cash in North American beverage for a long time to come.

Operator

Thank you. And I am showing no further questions.

Timothy Donahue

Okay. Well, thank you very much Shirley. That will conclude the call today and we ask you to note that the first quarter conference call is scheduled for April 19th at 09:00 o’clock Eastern Time and we thank all of you for listening and we look forward to speaking with you again in April.

Operator

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

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