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Crown Holdings Inc – ‘8-K’ for 12/6/18

On: Thursday, 12/6/18, at 4:11pm ET · For: 12/6/18 · Accession #: 1219601-18-43 · File #: 0-50189

  As Of               Filer                 Filing    For·On·As Docs:Size

12/06/18  Crown Holdings Inc                8-K:8,9    12/06/18  135:27M

Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     61K 
 2: EX-23       Consent of Experts or Counsel                       HTML     40K 
 3: EX-99.1     Miscellaneous Exhibit                               HTML   1.56M 
10: R1          Document and Entity Information                     HTML     60K 
11: R2          Consolidated Statements of Operations               HTML     90K 
12: R3          Consolidated Statements of Comprehensive Income     HTML     70K 
13: R4          Consolidated Balance Sheets                         HTML    119K 
14: R5          Consolidated Balance Sheets (Parenthetical)         HTML     52K 
15: R6          Consolidated Statements of Cash Flows               HTML    133K 
16: R7          Consolidated Statements of Changes in               HTML     87K 
                Shareholders' Equity                                             
17: R8          Summary of Significant Accounting Policies          HTML    109K 
18: R9          Acquisition of Signode                              HTML     45K 
19: R10         Accumulated Other Comprehensive Loss Attributable   HTML    121K 
                to Crown Holdings                                                
20: R11         Receivables                                         HTML     61K 
21: R12         Inventories                                         HTML     47K 
22: R13         Goodwill and Intangible Assets                      HTML     91K 
23: R14         Property, Plant and Equipment                       HTML     52K 
24: R15         Other Non-Current Assets                            HTML     49K 
25: R16         Accounts Payable and Accrued Liabilities            HTML     55K 
26: R17         Other Non-Current Liabilities                       HTML     52K 
27: R18         Lease Commitments                                   HTML     42K 
28: R19         Asbestos-Related Liabilities                        HTML     90K 
29: R20         Commitments and Contingent Liabilities              HTML     49K 
30: R21         Restructuring and Other                             HTML     84K 
31: R22         Capital Stock                                       HTML     60K 
32: R23         Stock-Based Compensation                            HTML     74K 
33: R24         Debt                                                HTML    122K 
34: R25         Derivative and Other Financial Instruments          HTML    155K 
35: R26         Earnings Per Share                                  HTML     62K 
36: R27         Pension and Other Postretirement Benefits           HTML    587K 
37: R28         Income Taxes                                        HTML    161K 
38: R29         Segment Information                                 HTML    245K 
39: R30         Condensed Combining Financial Information           HTML   1.47M 
40: R31         Schedule II - Valuation and Qualifying Accounts     HTML     85K 
                and Reserves                                                     
41: R32         Summary of Significant Accounting Policies          HTML    158K 
                (Policies)                                                       
42: R33         Summary of Significant Accounting Policies          HTML     54K 
                (Tables)                                                         
43: R34         Accumulated Other Comprehensive Loss Attributable   HTML    122K 
                to Crown Holdings (Tables)                                       
44: R35         Receivables (Tables)                                HTML     55K 
45: R36         Inventories (Tables)                                HTML     49K 
46: R37         Goodwill and Intangible Assets (Tables)             HTML     89K 
47: R38         Property, Plant and Equipment (Tables)              HTML     54K 
48: R39         Other Non-Current Assets (Tables)                   HTML     50K 
49: R40         Accounts Payable and Accrued Liabilities (Tables)   HTML     55K 
50: R41         Other Non-Current Liabilities (Tables)              HTML     51K 
51: R42         Asbestos-Related Liabilities (Tables)               HTML     80K 
52: R43         Restructuring and Other (Tables)                    HTML     81K 
53: R44         Capital Stock (Tables)                              HTML     55K 
54: R45         Stock-Based Compensation (Tables)                   HTML     68K 
55: R46         Debt (Tables)                                       HTML    116K 
56: R47         Derivative and Other Financial Instruments          HTML    152K 
                (Tables)                                                         
57: R48         Earnings Per Share (Tables)                         HTML     61K 
58: R49         Pension and Other Postretirement Benefits (Tables)  HTML    596K 
59: R50         Income Taxes (Tables)                               HTML    156K 
60: R51         Segment Information (Tables)                        HTML    247K 
61: R52         Condensed Combining Financial Information (Tables)  HTML   1.46M 
62: R53         Summary of Significant Accounting Policies          HTML     50K 
                (Property, Plant and Equipment) (Details)                        
63: R54         Summary of Significant Accounting Policies          HTML     41K 
                (Research and Development) (Details)                             
64: R55         Summary of Significant Accounting Policies (Recent  HTML     83K 
                Accounting and Reporting Pronouncements) (Details)               
65: R56         Acquisition of Signode (Narrative) (Details)        HTML     68K 
66: R57         Accumulated Other Comprehensive Loss Attributable   HTML     66K 
                to Crown Holdings (Schedule of AOCI) (Details)                   
67: R58         Accumulated Other Comprehensive Loss Attributable   HTML     83K 
                to Crown Holdings (Reclassification out of AOCI)                 
                (Details)                                                        
68: R59         Receivables (Schedule of Receivables) (Details)     HTML     51K 
69: R60         Receivables (Schedule of Amounts Securitized or     HTML     42K 
                Factored) (Details)                                              
70: R61         Receivables (Narrative) (Details)                   HTML     42K 
71: R62         Inventories (Schedule of Inventories) (Details)     HTML     47K 
72: R63         Goodwill and Intangible Assets (Schedule of         HTML     66K 
                Goodwill) (Details)                                              
73: R64         Goodwill and Intangible Assets (Intangible Assets)  HTML     69K 
                (Details)                                                        
74: R65         Property, Plant and Equipment (Schedule of          HTML     57K 
                Property, Plant and Equipment) (Details)                         
75: R66         Other Non-Current Assets (Schedule of Other         HTML     54K 
                Non-Current Assets) (Details)                                    
76: R67         Accounts Payable and Accrued Liabilities (Schedule  HTML     64K 
                of Accounts Payable and Accrued Liabilities)                     
                (Details)                                                        
77: R68         Other Non-Current Liabilities (Schedule of Other    HTML     55K 
                Non-Current Liabilities) (Details)                               
78: R69         Lease Commitments (Narrative) (Details)             HTML     60K 
79: R70         Asbestos-Related Liabilities (Narrative) (Details)  HTML     73K 
80: R71         Asbestos-Related Liabilities (Summary of Claims     HTML     45K 
                Activity) (Details)                                              
81: R72         Asbestos-Related Liabilities (Summary of Asbestos   HTML     43K 
                Claims Cash Payments by Company) (Details)                       
82: R73         Asbestos-Related Liabilities (Summary of            HTML     55K 
                Outstanding Claims by Year Of Exposure and State                 
                Filed) (Details)                                                 
83: R74         Asbestos-Related Liabilities (Summary of            HTML     45K 
                Percentage of Outstanding Claims Related to                      
                Claimants Alleging Serious Diseases) (Details)                   
84: R75         Commitments and Contingent Liabilities (Details)    HTML     44K 
85: R76         Restructuring and Other (Schedule of Restructuring  HTML     51K 
                and Other Charges) (Details)                                     
86: R77         Restructuring and Other (Narrative) (Details)       HTML     66K 
87: R78         Restructuring and Other (Charges by Action/Type)    HTML     60K 
                (Details)                                                        
88: R79         Capital Stock (Summary of Common Stock Activity)    HTML     54K 
                (Details)                                                        
89: R80         Capital Stock (Narrative) (Details)                 HTML     48K 
90: R81         Stock-Based Compensation (Narrative) (Details)      HTML     86K 
91: R82         Stock-Based Compensation (Summary of Restricted     HTML     55K 
                Stock Transactions) (Details)                                    
92: R83         Stock-Based Compensation (Schedule of Grant Date    HTML     45K 
                Fair Value of Restricted Stock) (Details)                        
93: R84         Stock-Based Compensation (Fair Value Assumptions)   HTML     48K 
                (Details)                                                        
94: R85         Debt (Summary of Outstanding Debt) (Details)        HTML    140K 
95: R86         Debt (Narrative) (Details)                          HTML    140K 
96: R87         Debt (Schedule of Weighted Average Interest Rates)  HTML     42K 
                (Details)                                                        
97: R88         Derivative and Other Financial Instruments          HTML     74K 
                (Narrative) (Details)                                            
98: R89         Derivative and Other Financial Instruments          HTML     78K 
                (Accumulated Other Comprehensive Income ("AOCI")                 
                and Earnings from Changes in Fair Value Related to               
                Derivative Instruments) (Details)                                
99: R90         Derivative and Other Financial Instruments (Fair    HTML     78K 
                Values of Outstanding Derivative Instruments in                  
                the Consolidated Balance Sheets) (Details)                       
100: R91         Derivative and Other Financial Instruments          HTML     60K  
                (Schedule of Offsetting Derivative Assets and                    
                Liabilities) (Details)                                           
101: R92         Derivative and Other Financial Instruments          HTML     52K  
                (Notional Values of Outstanding Derivative                       
                Instruments in the Consolidated Balance Sheet)                   
                (Details)                                                        
102: R93         Earnings Per Share (Details)                        HTML     62K  
103: R94         Pension and Other Postretirement Benefits           HTML    106K  
                (Narrative) (Details)                                            
104: R95         Pension and Other Postretirement Benefits           HTML     68K  
                (Components of Net Periodic Pension and Other                    
                Postretirement Benefits Costs) (Details)                         
105: R96         Pension and Other Postretirement Benefits           HTML    105K  
                (Schedule of Projected and Changes in Benefit                    
                Obligations) (Details)                                           
106: R97         Pension and Other Postretirement Benefits           HTML     52K  
                (Schedule of Accumulated Benefit Obligations in                  
                Excess of Plan Assets) (Details)                                 
107: R98         Pension and Other Postretirement Benefits (Summary  HTML     82K  
                of Strategic Ranges for Assets Allocation Plan)                  
                (Details)                                                        
108: R99         Pension and Other Postretirement Benefits           HTML    196K  
                (Schedule of Defined Benefit Plan Assets)                        
                (Details)                                                        
109: R100        Pension and Other Postretirement Benefits           HTML     63K  
                (Schedule of Reconciliation of Plan Assets                       
                Measured by Significant Unobservable Inputs)                     
                (Details)                                                        
110: R101        Pension and Other Postretirement Benefits           HTML     63K  
                (Additional Information About Pension Plan Assets                
                Valued Using Net Asset Value) (Details)                          
111: R102        Pension and Other Postretirement Benefits           HTML     49K  
                (Schedule of Pension Assets/(Liabilities))                       
                (Details)                                                        
112: R103        Pension and Other Postretirement Benefits           HTML     79K  
                (Schedule of Changes in Net Loss and Prior Service               
                Cost/(Credit)) (Details)                                         
113: R104        Pension and Other Postretirement Benefits           HTML     61K  
                (Schedule of Expected Future Benefit Payments)                   
                (Details)                                                        
114: R105        Pension and Other Postretirement Benefits           HTML     66K  
                (Assumptions Used) (Details)                                     
115: R106        Pension and Other Postretirement Benefits           HTML     46K  
                (Schedule of Assumed Health Care Cost Trend Rates)               
                (Details)                                                        
116: R107        Pension and Other Postretirement Benefits           HTML     49K  
                (Schedule of One-Percentage-Point Change in                      
                Assumed Health Care Cost Trend Rates) (Details)                  
117: R108        Income Taxes (Narrative) (Details)                  HTML     98K  
118: R109        Income Taxes (Components of Income Before Income    HTML     46K  
                Taxes and Equity Earnings) (Details)                             
119: R110        Income Taxes (Provision for Income Taxes)           HTML     58K  
                (Details)                                                        
120: R111        Income Taxes (Effective Income Tax Reconciliation)  HTML     64K  
                (Details)                                                        
121: R112        Income Taxes (Components of Deferred Taxes)         HTML     80K  
                (Details)                                                        
122: R113        Income Taxes (Tax Loss and Credit Carryforwards     HTML     50K  
                Expirations) (Details)                                           
123: R114        Income Taxes (Reconciliation of Unrecognized Tax    HTML     55K  
                Benefits) (Details)                                              
124: R115        Segment Information (Information About Operating    HTML     93K  
                Segments) (Details)                                              
125: R116        Segment Information (Reconciliation of Segment      HTML     74K  
                Income) (Details)                                                
126: R117        Segment Information (Summary of Sales by Major      HTML     49K  
                Product) (Details)                                               
127: R118        Segment Information (Summary of Sales and           HTML     58K  
                Long-Lived Assets for The Major Countries)                       
                (Details)                                                        
128: R119        Condensed Combining Financial Information           HTML     51K  
                (Narrative) (Details)                                            
129: R120        Condensed Combining Financial Information           HTML    190K  
                (Condensed Combining Statement of Comprehensive                  
                Income) (Details)                                                
130: R121        Condensed Combining Financial Information           HTML    249K  
                (Condensed Combining Balance Sheet) (Details)                    
131: R122        Condensed Combining Financial Information           HTML    250K  
                (Condensed Combining Statement of Cash Flows)                    
                (Details)                                                        
132: R123        Schedule II - Valuation and Qualifying Accounts     HTML     54K  
                and Reserves (Details)                                           
134: XML         IDEA XML File -- Filing Summary                      XML    278K  
133: EXCEL       IDEA Workbook of Financial Reports                  XLSX    185K  
 4: EX-101.INS  XBRL Instance -- cck-20171231                        XML  11.20M 
 6: EX-101.CAL  XBRL Calculations -- cck-20171231_cal                XML    438K 
 7: EX-101.DEF  XBRL Definitions -- cck-20171231_def                 XML   1.40M 
 8: EX-101.LAB  XBRL Labels -- cck-20171231_lab                      XML   2.82M 
 9: EX-101.PRE  XBRL Presentations -- cck-20171231_pre               XML   1.96M 
 5: EX-101.SCH  XBRL Schema -- cck-20171231                          XSD    315K 
135: ZIP         XBRL Zipped Folder -- 0001219601-18-000043-xbrl      Zip    622K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

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Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 6, 2018

CROWN HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)



Pennsylvania	0-50189	75-3099507
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

770 Township Line Road

Yardley, Pennsylvania 19067-4232

(215) 698-5100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01 Other Events.

This Current Report on Form 8-K ("Current Report") is being filed by Crown Holdings, Inc. (the "Company") to retrospectively recast certain financial information and related disclosures contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed on February 26, 2018 ("2017 Form 10-K"), as described below.

Adoption of New Accounting Guidance

Effective January 1, 2018, the Company adopted the following new accounting guidance that required retrospective adoption and applied the changes retrospectively to all periods presented.


•	Statement of Cash Flows - Under new guidance, premiums paid for debt extinguishments are classified as cash outflows from financing activities. In addition, beneficial interests obtained in a securitization of financial assets are disclosed as a noncash activity and cash receipts from the beneficial interests are classified as cash inflows from investing activities.


•	Statement of Cash Flows - Under new guidance, the statement of cash flows must explain the change in the total of cash, cash equivalents and restricted cash. In addition, restricted cash is included in a cash reconciliation of beginning-of-period and end-of-period total amounts shown on the statements of cash flow.


•	Pension and other postretirement benefit costs - Under new guidance, only the service cost component of pension and other postretirement benefit costs is presented with other employee compensation costs within income from operations or capitalized in assets. The other components are reported separately outside of income from operations and are not eligible for capitalization.

Changes in Segment Reporting

Effective January 1, 2018, the Company made the following changes to its segment reporting to reflect refinements to its internal reporting.


•	The North America Food Segment was moved to non-reportable segments.


•	Definition of the segment performance measure, segment income, was revised to exclude intangible amortization charges.

Segment information for all periods presented has been retrospectively adjusted to conform to the 2018 presentation.

To reflect all of the changes noted above, the following Items of the 2017 Form 10-K are being adjusted retrospectively (which Items as adjusted are attached as an Exhibit hereto and incorporated by reference herein):


•	Part I, Item 1. Business;


•	Part II, Item 6. Selected Financial Data;


•	Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations; and


•	Part II, Item 8. Financial Statements and Supplementary Data from Crown Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2017.

The Current Report does not reflect events that may have occurred subsequent to the original filing date of the 2017 Form 10-K and does not modify or update in any way the disclosures made in the 2017 Form 10-K other than as required to retrospectively reflect changes from the adoption of new accounting guidance and changes to segment reporting, as described above. All other information in the 2017 Form 10-K remains unchanged. Without limitation of the foregoing, this filing does not purport to update the Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the 2017 Form 10-K for any information, uncertainties, transactions, risks, events or trends occurring, or becoming known to management subsequent to the date of filing of the 2017 Form 10-K and the subsequent Quarterly Report on Form 10-Q of the company for the quarterly period ended September 30, 2018, filed on October 29, 2018. For information on developments since the filing of the 2017 Form 10-K, please refer to the Company's subsequent filings with the Securities and Exchange Commission. The information contained in this Current Report on Form 8-K is not an amendment to, or a restatement of, the 2017 Form 10-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.		Description
23		Consent of Independent Registered Public Accounting Firm
99.1		Updated Part 1, Item 1. Business, Part II, Item 6. Selected Financial Data, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 8. Financial Statements and Supplementary Data from Crown Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2017.
101		The following recast financial information related to Crown Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Shareholders' Equity and (vi) Notes to the Consolidated Statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.



		CROWN HOLDINGS, INC.


	By:	/s/ *David A. Beaver*
		David A. Beaver
		Vice President and Corporate Controller

Dated: December 6, 2018

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed on / For Period end:	12/6/18	8-K/A, CORRESP, S-4
	10/29/18	10-Q
	9/30/18	10-Q
	2/26/18	10-K
	1/1/18
	12/31/17	10-K, 11-K, SD
		List all Filings

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Filing Submission 0001219601-18-000043 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)