EXHIBIT 99.3
Crown Holdings, Inc.
Unaudited Pro Forma Condensed Consolidated Financial Statements
The unaudited pro forma condensed consolidated financial statements set forth below for Crown Holdings, Inc. give effect to the sale of its global plastic closures business to Financière Daunou 1 S.A., as if such sale had been completed on January 1, 2002 for the pro forma consolidated statements of operations and June 30, 2005 for the pro forma condensed consolidated balance sheet, subject to the assumptions and adjustments in the notes accompanying the unaudited pro forma condensed consolidated financial statements.
The unaudited pro forma condensed consolidated financial statements are based on audited as well as unaudited historical financial information. The unaudited pro forma condensed consolidated financial statements include specific assumptions and adjustments related to the sale of the global plastic closures business (the “Sale”). The adjustments are based upon presently available information and assumptions that management believes are reasonable under the circumstances as of the date of this filing. However, actual adjustments may differ materially from the information presented. The unaudited pro forma condensed consolidated financial statements, including notes thereto, should be read in conjunction with the historical financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2004 and the unaudited financial statements filed in its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2005.
The unaudited pro forma condensed consolidated financial information presented below is for informational purposes only. It is not intended to represent or be indicative of the consolidated results of operations or financial position that would have occurred had the sale been completed as of the dates presented. The information is not representative of future results of operations or financial position.
1
Crown Holdings, Inc.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(in millions)
| | As of June 30, 2005 |
| |
|
| | | | | As
Reported | | | Pro Forma
Adjustments | (A) | | Pro Forma
Adjusted | |
| |
|
| Assets | |
| Current assets | |
| Cash and cash equivalents | | | $ | 265 | | $ | 644 | (B) | $ | 909 | |
| Receivables, net | | | | 987 | | | (132 | ) | | 855 | |
| Inventories | | | | 1,009 | | | (87 | ) | | 922 | |
| Prepaid expenses and other current assets | | | | 72 | | | (5 | ) | | 67 | |
|
| |
| |
| |
| Total current assets | | | | 2,333 | | | 420 | | | 2,753 | |
|
| |
| |
| |
| |
| Investments | | | | 84 | | | | | | 84 | |
| Goodwill | | | | 2,421 | | | (391 | ) | | 2,030 | |
| Property, plant and equipment, net | | | | 1,798 | | | (215 | ) | | 1,583 | |
| Other non-current assets | | | | 1,015 | | | (29 | ) | | 986 | |
|
| |
| |
| |
| Total | | | $ | 7,651 | | $ | (215 | ) | $ | 7,436 | |
|
| |
| |
| |
| |
| Liabilities and shareholders’ equity | |
| Current liabilities | |
| Short-term debt | | | $ | 47 | | $ | (4 | ) | $ | 43 | |
| Current maturities of long-term debt | | | | 25 | | | | | | 25 | |
| Accounts payable and accrued liabilities | | | | 1,911 | | | (117 | ) | | 1,794 | |
| Income taxes payable | | | | 60 | | | | | | 60 | |
|
| |
| |
| |
| Total current liabilities | | | | 2,043 | | | (121 | ) | | 1,922 | |
|
| |
| |
| |
| |
| Long-term debt, excluding current maturities | | | | 3,635 | | | (1 | ) | | 3,634 | |
| Postretirement and pension liabilities | | | | 981 | | | (41 | ) | | 940 | |
| Other non-current liabilities | | | | 646 | | | (18 | ) | | 628 | |
| Minority interests | | | | 185 | | | | | | 185 | |
| Commitments and contingent liabilities | | | | | | | | | | | |
| Shareholders’ equity | | | | 161 | | | (34 | ) | | 127 | |
|
| |
| |
| |
| Total | | | $ | 7,651 | | $ | (215 | ) | $ | 7,436 | |
|
| |
| |
| |
| |
|
See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
2
Crown Holdings, Inc.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except share and per share amounts)
| | For the Six Months ended June 30, 2005 |
| |
|
| | | | | As
Reported | | | Pro Forma
Adjustments | (A) | | Pro Forma
Adjusted | |
| |
|
| Net sales | | | $ | 3,720 | | $ | (369 | ) | $ | 3,351 | |
| |
| Cost of products sold, excluding depreciation and amortization | | | | 3,078 | | | (290 | ) | | 2,788 | |
| Depreciation and amortization | | | | 147 | | | (22 | ) | | 125 | |
|
| |
| |
| |
| |
| Gross profit | | | | 495 | | | (57 | ) | | 438 | |
|
| |
| |
| |
| |
| Selling and administrative expense | | | | 198 | | | (28 | ) (C) | | 170 | |
| Provision for asset impairments and gain on sale of assets, net | | | | (22 | ) | | | | | (22 | ) |
| Loss from early extinguishments of debt | | | | 2 | | | | | | 2 | |
| Interest expense | | | | 189 | | | | | | 189 | |
| Interest income | | | | (4 | ) | | | | | (4 | ) |
| Translation and exchange adjustments | | | | 95 | | | | | | 95 | |
|
| |
| |
| |
| Income before income taxes, minority interests and equity earnings | | | | 37 | | | (29 | ) | | 8 | |
| Provision for income taxes | | | | 8 | | | (11 | ) (D) | | (3 | ) |
| Minority interests and equity earnings | | | | (11 | ) | | | | | (11 | ) |
|
| |
| |
| |
Income before nonrecurring charges directly attributable
to the sale of global plastic closures business | | | $ | 18 | | $ | (18 | ) | $ | - | |
|
| |
| |
| |
| |
|
| |
| Earnings per average common share: |
| Basic | | | $ | .11 | | $ | (.11 | ) | $ | - | |
|
| |
| |
| |
| Diluted | | | $ | .10 | | $ | (.10 | ) | $ | - | |
|
| |
| |
| |
| |
| Weighted average common shares outstanding: |
| Basic | | | | 165,756,374 | | | | | | 165,756,374 | |
| Diluted | | | | 171,694,310 | | | | | | 171,694,310 | |
| |
|
See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
3
Crown Holdings, Inc.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except share and per share amounts)
| | For the Year ended December 31, 2004 |
| |
|
| | | | | As
Reported | | | Pro Forma
Adjustments | (A) | | Pro Forma
Adjusted | |
| |
|
| Net sales | | | $ | 7,199 | | $ | (668 | ) | $ | 6,531 | |
| |
| Cost of products sold, excluding depreciation and amortization | | | | 5,984 | | | (521 | ) | | 5,463 | |
| Depreciation and amortization | | | | 308 | | | (45 | ) | | 263 | |
|
| |
| |
| |
| |
| Gross profit | | | | 907 | | | (102 | ) | | 805 | |
|
| |
| |
| |
| |
| Selling and administrative expense | | | | 363 | | | (52 | ) (C) | | 311 | |
| Provision for asbestos | | | | 35 | | | | | | 35 | |
| Provision for restructuring | | | | 7 | | | | | | 35 | |
| Provision for asset impairments and loss on sale of assets, net | | | | 47 | | | | | | 47 | |
| Loss from early extinguishments of debt | | | | 39 | | | | | | 39 | |
| Interest expense | | | | 361 | | | | | | 361 | |
| Interest income | | | | (8 | ) | | | | | (8 | ) |
| Translation and exchange adjustments | | | | (98 | ) | | | | | (98 | ) |
|
| |
| |
| |
| Income before income taxes, minority interests and equity earnings | | | | 161 | | | (50 | ) | | 111 | |
| Provision for income taxes | | | | 82 | | | (19 | ) (D) | | 63 | |
| Minority interests | | | | (41 | ) | | | | | (41 | ) |
| Equity earnings | | | | 13 | | | 1 | | | 14 | |
|
| |
| |
| |
Income before nonrecurring charges directly attributable
to the sale of global plastic closures business | | | $ | 51 | | $ | (30 | ) | $ | 21 | |
|
| |
| |
| |
| |
|
| |
| Earnings per average common share: |
| Basic | | | $ | .31 | | $ | (.18 | ) | $ | .13 | |
|
| |
| |
| |
| Diluted | | | $ | .30 | | $ | (.18 | ) | $ | .12 | |
|
| |
| |
| |
| |
| Weighted average common shares outstanding: |
| Basic | | | | 165,251,267 | | | | | | 165,251,267 | |
| Diluted | | | | 168,809,775 | | | | | | 168,809,775 | |
| |
|
See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
4
Crown Holdings, Inc.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except share and per share amounts)
| | For the Year ended December 31, 2003 |
| |
|
| | | | | As
Reported | | | Pro Forma
Adjustments | (A) | | Pro Forma
Adjusted | |
| |
|
| Net sales | | | $ | 6,630 | | $ | (623 | ) | $ | 6,007 | |
| |
| Cost of products sold, excluding depreciation and amortization | | | | 5,539 | | | (466 | ) | | 5,073 | |
| Depreciation and amortization | | | | 326 | | | (45 | ) | | 281 | |
|
| |
| |
| |
| |
| Gross profit | | | | 765 | | | (112 | ) | | 653 | |
|
| |
| |
| |
| |
| Selling and administrative expense | | | | 337 | | | (52 | ) (C) | | 285 | |
| Provision for asbestos | | | | 44 | | | | | | 44 | |
| Provision for restructuring | | | | 19 | | | (4 | ) | | 15 | |
| Provision for asset impairments and loss on sale of assets, net | | | | 73 | | | 3 | | | 76 | |
| Loss from early extinguishments of debt | | | | 12 | | | | | | 12 | |
| Interest expense | | | | 379 | | | | | | 379 | |
| Interest income | | | | (11 | ) | | | | | (11 | ) |
| Translation and exchange adjustments | | | | (207 | ) | | | | | (207 | ) |
|
| |
| |
| |
| Income before income taxes, minority interests and equity earnings | | | | 119 | | | (59 | ) | | 60 | |
| Provision for income taxes | | | | 95 | | | (22 | ) (D) | | 73 | |
| Minority interests | | | | (39 | ) | | | | | (39 | ) |
| Equity loss | | | | (17 | ) | | | | | (17 | ) |
|
| |
| |
| |
Income/(loss) before nonrecurring charges directly attributable
to the sale of global plastic closures business | | | $ | (32 | ) | $ | (37 | ) | $ | (69 | ) |
|
| |
| |
| |
| |
|
| |
| Earnings / (loss) per average common share: |
| Basic | | | $ | (.19 | ) | $ | (.22 | ) | $ | (.42 | ) |
|
| |
| |
| |
| Diluted | | | $ | (.19 | ) | $ | (.22 | ) | $ | (.42 | ) |
|
| |
| |
| |
| |
| Weighted average common shares outstanding: |
| Basic | | | | 164,676,110 | | | | | | 164,676,110 | |
| Diluted | | | | 164,676,110 | | | | | | 164,676,110 | |
| |
|
See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
5
Crown Holdings, Inc.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except share and per share amounts)
| | For the Year ended December 31, 2002 |
| |
|
| | | | | As
Reported | | | Pro Forma
Adjustments | (A) | | Pro Forma
Adjusted | |
| |
|
| Net sales | | | $ | 6,792 | | $ | (546 | ) | $ | 6,246 | |
| |
| Cost of products sold, excluding depreciation and amortization | | | | 5,619 | | | (399 | ) | | 5,220 | |
| Depreciation and amortization | | | | 375 | | | (43 | ) | | 332 | |
|
| |
| |
| |
| |
| Gross profit | | | | 798 | | | (104 | ) | | 694 | |
|
| |
| |
| |
| |
| Selling and administrative expense | | | | 317 | | | (47 | ) (C) | | 270 | |
| Provision for asbestos | | | | 30 | | | | | | 30 | |
| Provision for restructuring | | | | 19 | | | (1 | ) | | 18 | |
| Provision for asset impairments and loss on sale of assets, net | | | | 247 | | | | | | 247 | |
| Gain from early extinguishments of debt | | | | (28 | ) | | | | | (28 | ) |
| Interest expense | | | | 342 | | | | | | 342 | |
| Interest income | | | | (11 | ) | | | | | (11 | ) |
| Translation and exchange adjustments | | | | 27 | | | (1 | ) | | 26 | |
|
| |
| |
| |
Income / (loss) before income taxes, minority interests, equity earnings
and cumulative effect of a change in accounting | | | | (145 | ) | | (55 | ) | | (200 | ) |
| Provision for income taxes | | | | 30 | | | (20 | ) (D) | | 10 | |
| Minority interests | | | | (24 | ) | | | | | (24 | ) |
| Equity earnings | | | | 8 | | | 1 | | | 9 | |
|
| |
| |
| |
Income before nonrecurring charges directly attributable
to the sale of global plastic closures business | | | $ | (191 | ) | $ | (34 | ) | $ | (225 | ) |
|
| |
| |
| |
| |
|
| |
| Earnings / (loss) per average common share: |
| Basic and diluted - before cumulative effect of a change in accounting | | | $ | (1.33 | ) | $ | (0.23 | ) | $ | (1.56 | ) |
|
| |
| |
| |
| |
| Weighted average common shares outstanding: |
| Basic | | | | 143,807,452 | | | | | | 143,807,452 | |
| Diluted | | | | 143,807,452 | | | | | | 143,807,452 | |
| |
|
See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
6
Crown Holdings, Inc.
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
A. The Pro Forma adjustments represent the elimination of the disposed assets and liabilities and the historical financial results of Crown’s global plastic
closure business.
B. Represents the net proceeds from the sale of the global plastic closures business, net of the cash divested and divestiture fees and expenses associated
with the sale of the business, which will be used for general corporate purposes, including the repayment of debt.
C. Represents selling and general administrative costs for the divested operations, net of the recovery of certain costs under a support services
agreement with the buyer.
D. Represents the provision for income taxes allocable to the divested operations.
E. The loss on the sale of Crown’s global plastic closures business was not considered in the pro forma consolidated statements of operations.
7
