Operator
Operator
Ladies and gentlemen, thank you for standing by and welcome to the Ball Corporation Third Quarter Earnings Call. During the presentation, all participants will be in a listen-only mode. Afterwards, we will conduct a question-and-answer session. As a reminder, this conference is being recorded, Thursday, October 29, 2015. And I would now like to turn the conference over to John Hayes, Chairman, President, and CEO. Please go ahead. John A. Hayes - Chairman, President & Chief Executive Officer: Great. Thanks, Lena, and good morning, everyone. This is Ball Corporation's Conference Call regarding the company's third quarter 2015 results. The information provided during this call will contain forward-looking statements. Actual results or outcomes may differ materially from those that may be expressed or implied. Some factors that could cause the results or outcomes to differ are in the company's latest 10-K and in other company SEC filings as well as the company news releases. If you don't already have our earnings release, it's available on our website at ball.com. Information regarding the use of non-GAAP financial measures may also be found on our website. Now with regard to Ball's proposed offer for Rexam and consistent with the requirements of the U.K. Takeover Code, we will limit our comments regarding the transactions to: number one, what has already been made public via the 2.7 release; two, where we are in the regulatory process; and three, an update of ongoing economic hedging and debt activities related to the proposed transaction. Also note that there may be certain limitations regarding the depth of our business commentary and certain other items we would normally discuss on a quarterly earnings conference call due to the nature of the proposed transaction. Given the nature of our proposed offer, today's issued press release, webcast and conference call are advertisements and should not be considered a prospectus. Investors should not make any investment decisions in relation to the new Ball shares issued in conjunction with the Rexam transaction except on the basis of information in the prospectus and the scheme documents which are proposed to be published in due course. This presentation and transcription of comments are not for release in whole or in part in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. For more information on Ball's proposed acquisition of Rexam, please visit the Offer for Rexam page on our website at Ball.com. Now, joining me on the call today is Scott Morrison, Senior Vice President and Chief Financial Officer. I'll provide a brief overview of our company's performance, Scott will discuss financial and global packaging metrics and then I'll finish up with comments on our aerospace business and the outlook for the remainder of 2015. Our third quarter volumes and results from operations were in line with our expectations and a lower effective tax rate aided the quarter. The headwinds that we acknowledged throughout the year around earnings translation, project startup costs and tough volume comps in North American food continued while others like aluminum premium headwinds and tough volume comps in Brazil started to become slight tailwinds in the quarter. Scott will go into more detail in terms of quantifying these headwinds. As we said in July, overriding these headwinds are the investments we are making to operationally and strategically position Ball for future growth. This week we announced that Ball's Brazilian joint venture partners are exchanging their remaining 39.9% interest in the joint venture for 6 million Ball shares. This exchange will allow us to further streamline our business decision making in the region and across the broader Ball metal beverage business as well as enable us to better serve our customer base and ensure that the beverage can remains a cost competitive package. While we are making progress on around the proposed acquisition of Rexam including ongoing work with the U.S. FTC, receiving the formal Statement of Objections from the European Commission and moving to the next stage with the Brazilian CADE authorities, we continue to remain focused day-to-day on maximizing the value of what we currently do and generating strong free cash flow. Growth capital projects that have become and or that we expect will become operational and we expect will largely benefit 2016 and beyond include the next generation aluminum bottle-shaping technology in North America, which has made its way up the learning curve. In fact we were just there yesterday with our board and I want to thank all of the hard work by the folks in Conroe and elsewhere to help make this a success. In addition, the new Oss, Netherlands specialty beverage can line and the addition of end manufacturing capacity in our existing Lublin, Poland facility, which both help serve European market growth in the quarter; the construction of our Monterrey, Mexico two-line aluminum beverage can facility, which is on track and on budget and will become operational by early 2016; the construction of a new beverage can plant in Myanmar slated to open in early 2016, a new U.S. tinplate aerosol can manufacturing technology that shipped its first commercial product earlier this month; the expansion of our aluminum impact extruded container business in the U.K. is expected to come online during the fourth quarter. And our new impact extruded aerosol facility in India celebrated its grand opening earlier this month. We began to cycle off difficult volume comparisons in Brazil, and the aluminum premium comparisons in Europe in the third quarter, and our continued focus remains on executing on the capital projects, implementing continued cost out initiatives in China and Europe and awaiting award of a variety of aerospace proposals that are in the pipeline. I'm amazed by the amount of work being done by the Ball team. Everyone is contributing day in and day out to our future success. And with that, I'll turn it over to Scott for a review of our third quarter numbers. Scott? Scott C. Morrison - Chief Financial Officer & Senior Vice President: Thanks, John. Ball's comparable diluted earnings per share for the third quarter 2015 were $1.10 versus last year's $1.10. As John alluded to, the following factors contributed to results in the quarter: $0.07 of unfavorable currency translation, largely due to a weaker euro; $0.04 of start-up costs associated with capital projects coming on line in late 2015 and early 2016; and aluminum premium tailwind of $0.03; and $0.05 benefit from a lower year-over-year effective tax rate, due largely to the impact of our economic hedges put in place for the Rexam transaction; and on U.S. dollar borrowings in Brazil and some one-time discrete items. In addition, as mentioned in prior quarters, metal food volumes remain challenging in the third quarter due to the previously disclosed loss of a major food can customer in North America. Much of the difficult comparisons for 2015 are behind us, and free cash flow is now expected to be in the range of $550 million, including approximately $500 million of CapEx, and excluding cash costs associated with the Rexam transaction. As we said earlier this year, our dividend will remain unchanged during the proposed acquisition process. However, we did opportunistically repurchase 2 million shares in the quarter. We will continue to view share repurchases as opportunity-dependent. For the full year 2015, here's an update on various financial metrics. CapEx will be in the range of $500 million, a $50 million increase due to timing on a number of projects being executed as we approach year-end. Interest expense will be roughly $150 million, excluding debt refinancing and other costs. The full year effective tax rate on comparable earnings is now expected to be closer to 24% following the third quarter impact that I talked about previously. Corporate undistributed is estimated to come in just below $90 million. Our GAAP results in the third quarter were unfavorably impacted by the economic hedges we put in place to reduce currency exchange rate exposure associated with the British pound-denominated cash portion of the announced acquisition price for Rexam and to mitigate exposure to interest rate changes associated with anticipated debt issuances also in connection with the cash portion of this proposed acquisition. These economic hedges allow us to lock in the transaction's purchase price economics, though they will likely continue to cause disruption to quarterly GAAP earnings and could accumulate to a sizable figure given currency rate volatility and the projected timeline associated with the proposed transaction. We will continue to break out these items to provide as much transparency as possible. Details on these economic hedges are provided in Note 2 of today's earnings release. Credit quality and liquidity of the company remained solid with comparable EBIT to interest coverage of 5.6 times and net debt to comparable EBITDA at 2.7 times. The company has enough committed credit and available liquidity at quarter-end to consummate the proposed transaction and provide ongoing liquidity for the company. For a complete summary of third quarter 2015 results on a GAAP and non-GAAP basis and details regarding the third quarter, please refer to the Notes section of today's earnings release, which includes a simplified table format summarizing business consolidation activities. Now moving to operations, our metal beverage Americas and Asia segment comparable operating earnings for the third quarter 2015 were down just slightly year-over-year, mainly due to unfavorable pricing and slightly lower volumes in China and some project start-up costs in North America. Brazil volumes bounced back in the third quarter, up double digits versus an easy comp last year. And North American volumes were off just a bit versus the industry being up roughly 1% in the quarter. Progress continues on our Monterrey, Mexico plant, which will start up in early 2016. It appears our cost optimization initiatives in China cannot keep up with the further price erosion in that region. Much great work has been done by colleagues across the segment to support the cost out initiatives taken so far in China. And we will continue to monitor closely the situation, as well as the political situation in Brazil. However to-date, Brazilian can demand has remained strong. And we're off to a good start to their seasonal summer. European beverage comparable earnings were down around $3 million in the third quarter. And on a constant currency basis, they were up year-over-year. Mid-single-digit volume growth and a slight benefit from aluminum premiums in the quarter were almost enough to offset the negative translation impact. Food and household comparable segment earnings were down in the quarter, as segment volumes declined mid-teens following the customer shift in U.S. food cans. Excluding the customer shift, our food can volumes were up slightly with better pet food and salmon can volumes and upper Midwest vegetables faring well, offset by Midwest tomato yields being lower as the pact came to an end. This segment was also impacted by a couple million dollars of unfavorable earnings translation related to the European portion of the extruded aluminum aerosol business, and a small amount of start-up costs relating to capital projects across the segment. We continue to ramp up the next generation steel aerosol can manufacturing technology and further grow our global extruded aluminum businesses, which will all contribute to improving segment performance in 2016 and beyond. In summary, our global packaging businesses are extremely focused on the things that they can control, leveraging prior investments to serve the growing global demand for beverage cans and metal aerosol packaging, as well as preparing for new capital projects to come in online in early 2016. To employees listening in on today's call, thank you for the energy, drive and enthusiasm and working together during what's been a very busy summer. With that, I'll turn it back to you, John. John A. Hayes - Chairman, President & Chief Executive Officer: Great. Thanks, Scott. Our aerospace business reported a solid quarter, given the difficult comps they were up against. Contracted backlog held steady, ending the quarter at $638 million. The aerospace team continues to perform well on existing programs and is focused on reducing its cost structure as it anticipates projects being awarded in early 2013 (sic) [2016]. A side comment, I might just mention that the recent budget agreements in Washington, D.C. actually help us and takes away some of the ambiguity that we were facing into. Now turning to the balance of the year, this message is consistent with prior quarters. It's all about executing on capital projects, generating cash flow, focusing on costs, and reaching completion on the proposed offer for Rexam. Our outlook for the full year has not fundamentally changed since our last update. And while currency translations, start-up and pre-production costs will remain a headwind for the balance of the year, our business remains solid and is on track to generate a significant amount of free cash flow. Together, we are working hard to improve Ball in 2016 and beyond. Now finally, I would like to acknowledge the contributions of and thank Mike Feldser and the excitement we have for Jim Peterson. As you know, earlier this quarter we announced that Mike would be retiring after leading our food and household product segment for 10 years. His commitment and dedication to our company and to our people are above reproach, and we will miss his drive. However, what we gain in Jim is a high energy leader who grew up in the commercial side of our business and we are very excited to build on many of the initiatives begun to make that segment world class. We wish them both all the best on their new journeys. And with that, Lena, we're ready for questions.