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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(NO FEE REQUIRED)
For the transition period from ________ to _______
Commission file number 1-2227
-------
CROWN CORK & SEAL COMPANY, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1526444
(State or other (Employer
jurisdiction of incorporation Identification
or organization) No.)
9300 Ashton Road, Philadelphia, PA 19136
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 215-698-5100
_______________
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Common Stock $5.00 Par Value New York Stock Exchange
_______________
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(Title of Class)
_______________
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
As of March 18, 1994, 88,964,651 shares of the Registrant's Common Stock,
excluding shares held in Treasury, were issued and outstanding, and the
aggregate market value of such shares held by non-affiliates of the
Registrant on such date was $3,608,628,656.
DOCUMENTS INCORPORATED BY REFERENCE
Notice of Annual Meeting and Proxy Statement dated March 25, 1994 is
incorporated by reference into Part III hereof. Only those specific
portions so incorporated are to be deemed filed as part of this Form 10-K
Annual Report.
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Crown Cork & Seal Company, Inc.
1993 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Item 1 Business 1
Item 2 Properties 5
Item 3 Legal Proceedings 7
Item 4 Submission of Matters to
a Vote of Security Holders 7
PART II
Item 5 Market for Registrant's Common
Stock and Related Stockholder Matters 8
Item 6 Selected Financial Data 9
Item 7 Management's Discussion and Analysis
of Financial Condition
and Results of Operations 10
Item 8 Financial Statements and Supplementary
Data 17
Item 9 Disagreements on Accounting and
Financial Disclosure 45
PART III
Item 10 Directors and Executive Officers
of the Registrant 45
Item 11 Executive Compensation 45
Item 12 Security Ownership of Certain
Beneficial Owners and Management 45
Item 13 Certain Relationships and Related
Transactions 45
PART IV
Item 14 Exhibits, Financial Statement
Schedules and Reports on Form 8-K 46
SIGNATURES 48
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Crown Cork & Seal Company, Inc.
PART I
ITEM 1. BUSINESS
GENERAL
Crown Cork & Seal Company, Inc. (the "Company" and the "Registrant") is a
multinational manufacturer of metal and plastic packaging, including cans,
bottles, crowns and closures (metal and plastic) and machinery for filling,
packaging and handling. The Company is an international packaging producer
and, as such, benefits from, but is also exposed to, the fluctuations of
world trade. The Company recognizes that it must constantly review
operations worldwide to ensure that it maintains its competitive position.
To achieve better productivity, the Company closed or reorganized 24
facilities across nine countries between 1991 and 1993. The Company
continues to review all operations so that it can determine the appropriate
number, size and location of plants, emphasizing service to customers and
rate of return to investors.
Financial information about the Company's operations in its two industry
segments and within geographic areas is set forth in Part II of this Report
on page 38 under the Notes to Consolidated Financial Statements entitled
"Segment Information by Industry and Geographic Areas".
The Company has grown substantially since December 1989 when it commenced
a series of acquisitions that have more than doubled its sales. The Company
believes that these acquisitions have enabled it to become a leader in North
American markets, to better penetrate important international markets, to
enhance product quality, to realize economies of scale and to improve its
technical and developmental capabilities while preserving the Company's
traditional focus on customer service. To further accommodate its expanded
base of operations, in 1992, the Company organized into four divisions by
adding Plastics to its previously established North American, International
and Machinery Divisions.
The Company, with its 1992 acquisition of CONSTAR International, Inc., now
conducts business in two separate industry segments within the Packaging
Industry, Metal and Plastic. Information about the Company's acquisitions
over the past three years appears in Part II hereof on pages 25 and 26 under
Note C of the Notes to the Consolidated Financial Statements.
DISTRIBUTION
The Company's products are manufactured in 84 plants within the United
States and 74 plants outside the U.S., spanning over 40 countries and are
sold through the Company's sales organization to the food, citrus, brewing,
soft drink, oil, paint, toiletry, drug, antifreeze, chemical and pet food
industries.
For the period ended December 31, 1993 and years prior to 1992, no one
customer accounted for more than 10 percent of the Company's net sales. In
1992, one customer accounted for approximately 10.6 percent of the Company's
net sales.
RESEARCH AND DEVELOPMENT
Pursuant to the acquisition of Continental Can International in 1991, the
Company acquired an international engineering group currently based at the
Company's new Alsip Technical Center near Chicago. The technical center
enables the Company to enhance its technical and engineering services
worldwide both within the Company and to third parties. The Company's
research and development expenditures of $23.3 million, $16.7 million and
$16.1 million in 1993, 1992, and 1991, respectively, are expected to make
a greater contribution to improving and expanding the Company's product
lines in the future.
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Crown Cork & Seal Company, Inc.
MATERIALS
The Company continues to pursue strategies which enable it to source its raw
materials with increasing effectiveness, and may consider vertical
integration into the production of certain raw materials, such as PET resin,
used in plastic bottle production, if it is advantageous to do so.
ENVIRONMENTAL MATTERS
The Company has a Corporate Environmental Protection Policy. Environmental
considerations are among the criteria by which the Company evaluates
projects, products, processes and purchases. The Company continues to reduce
the amount of metals and resins used in the manufacture of steel, aluminum
and plastic containers through its "lightweighting" program. The Company
currently recycles nearly 100 percent of scrap steel, aluminum, plastic and
copper used in the manufacturing process, and through its Nationwide
Recyclers subsidiary, is directly involved in post-consumer aluminum and
steel can recycling. The Company is involved in promoting the development
of recycling systems through various activities, including membership in
recycling organizations and ongoing research and development programs.
Further discussion of the Company's environmental matters is contained in
Part II, Item 7 "Management's Discussion and Analysis", of this Report on
page 15.
WORKING CAPITAL
Information relating to the Company's liquidity and capital resources is set
forth in Part II, Item 7, "Management's Discussion and Analysis of
Operations and Financial Condition", of this Report on pages 13, 14 and 15.
EMPLOYEES
At December 31, 1993, the Company employed 21,254 people throughout the
world.
CHANGE IN THE BOARD OF DIRECTORS
After 37 years of service, Frank N. Piasecki has decided not to stand for
re-election to the Board of Directors. Mr. Piasecki was the longest serving
board member in the Company's 102 year history.
APPOINTMENT OF CORPORATE OFFICERS
As the Company continues to reorganize its operations to assimilate its
recent acquisitions, the Board of Directors of the Company has appointed Mr.
Mark W. Hartman to the newly created position of Executive Vice President,
Corporate Technologies. Mr. Hartman will lead an organization charged with
unifying the Company's extensive Research, Development and Engineering
talents worldwide in keeping with its commitment to pursue global
technological excellence in packaging. Mr. John W. Conway, formerly Senior
Vice President - International Division, was appointed Executive Vice
President, President - International Division, a position previously held
by Mr. Hartman. Mr. Conway came to the Company in 1991 with the Company's
acquisition of Continental Can International.
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<PAGE>3
Crown Cork & Seal Company, Inc.
METAL PACKAGING
The Metal Packaging segment includes the North American, International and
Machinery Divisions of the Company. This segment in 1993 accounted for
approximately 81 percent of net sales and operating profits. This segment
manufactures and markets steel and aluminum cans as well as composite cans,
crowns (also known as bottle caps) and metal closures. Within the Machinery
Division, the Company manufactures filling, packaging and handling
machinery. All products are sold through the Company's sales organization
to the food, brewing, citrus, soft drink, oil, paint, toiletry, drug,
chemical and pet food industries.
The Company believes that price, quality and customer service are the
principal competitive factors affecting its business. Based upon sales, the
Company believes that it is a leader in the markets for metal packaging in
which it competes; however, the Company encounters competition from a number
of companies offering similar products.
The basic raw materials for this segment's products are tinplate and
aluminum. These metals are supplied by the major mills in the countries
within which the Company operates plants. Some plants in less-developed
countries, which do not have local mills, obtain their metal from nearby
more-developed countries. Sufficient quantities have been available in the
past, however, there can be no assurances that sufficient quantities will
be available in the future.
The Company, based on net sales, is one of two leading producers of aluminum
beverage cans within the United States. This sector of its business, while
important to the Company, continues to contribute a decreasing proportion
of consolidated net sales (30% in 1993 versus 42% in 1991) as other sectors
develop and as lower aluminum costs have been passed on to customers.
Beverage can prices in the United States have declined by more than has been
reflected in lower aluminum costs. The Company is addressing this situation
through ongoing non-metal cost reductions and restructuring of production
processes. Beverage can capacity in North America is being redeployed in
emerging markets and, to a lesser extent, also is being retrofitted to
produce two-piece food cans.
In April 1993, the Company acquired the Van Dorn Company. Van Dorn provides
the Company with two piece (drawn) aluminum cans for processed foods and
adds additional manufacturing capacity for metal, plastic and composite cans
for the paint, chemical, automotive, food, pharmaceutical and household
product industries.
On January 27, 1994, the Company announced that it had agreed in principle
to acquire the Container Division of Tri Valley Growers. With this pending
acquisition, the Company seeks to continue to expand the food can business.
In North America, based on net sales, the Company believes that, along with
beverage cans, it is a market leader in the manufacture and sale of metal
packaging to the processed foods, aerosol and other industries. The
Company's customers include leading producers of soft drinks, beer, juice,
food and aerosol products.
During 1992, the Company closed three Canadian plants and instituted other
restructuring actions in Canada due to the unfavorable market conditions
there. The Company remains confident that the Canadian economy will recover
and become a better market for its products in the future. In 1993, the
Company's Canadian operation reflected improvement.
The Company intends over the next several years to continue to reduce the
number of manufacturing lines used in North America to produce beverage cans
in favor of fewer, but faster and more efficient lines. Additional
restructuring also will be directed toward other products, particularly
those involving U. S. non-beverage metal operations.
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<PAGE>4
Crown Cork & Seal Company, Inc.
Outside North America, the Company's metal packaging products consist of
metal crowns and closures as well as metal cans for food, beverage and
aerosol customers. Europe is the most significant crown market for the
Company with returnable bottles being a dominant form of beverage packaging
in the region. In 1993, the Company commenced production of aerosol cans at
a new facility near Amsterdam, the Netherlands and two-piece beverage cans
at plants in Argentina and the United Arab Emirates. Construction of new
two-piece beverage can lines at jointly-owned facilities is presently
underway in Shanghai, China and Amman, Jordan. In addition to the Company's
North American beverage can capacity, the Company had an additional 7
billion units of capacity in markets such as Hong Kong, China, Argentina,
United Arab Emirates(UAE), Korea, Saudi Arabia and Venezuela. UAE, Korea,
Saudi Arabia and Venezuela represent jointly-owned operations. This action
continues to support the Company's current philosophy that the use of
business partners in many overseas locations presents another cost-effective
means of entering these new markets.
International margins have been sustained as a result of actions commenced
in 1992. Further restructuring occurred during 1993 with the closure of
certain operations in France and the Netherlands.
The Machinery division, representing approximately 2 percent of consolidated
net sales, reported increased sales in 1993 but due to competitive factors,
the Company has downsized its operations in Belgium and the United States.
This downsizing will continue to reduce operating costs while improving
efficiencies.
PLASTIC PACKAGING
The Plastics segment manufactures plastic containers and closures. The
Company with its 1992 acquisition of CONSTAR International and the 1993
acquisition of the remaining 56 percent of CONSTAR'S affiliate in Europe,
Wellstar, has enabled itself to offer a wider product range to its worldwide
customers. The segment also includes plastic closure operations in Virginia
and Switzerland. Metal Packaging plants in Belgium, Germany, Italy, Spain,
Portugal, Argentina and the United Arab Emirates also manufacture plastic
packaging, closures and bottles. With the acquisitions of CONSTAR and
Wellstar, the Plastics segment has grown considerably and now represents
almost 20 percent of the Company's net sales as compared to approximately
2 percent in 1991. The Company is actively integrating these operations into
its organization by installing its cost systems and controls.
CONSTAR and Wellstar manufacture plastic containers for the beverage, food,
household, chemical and other industries. Wellstar is a leading European
manufacturer of polyethylene terephthalate (P.E.T.) preforms and bottles,
including P.E.T. returnable bottles. This acquisition strengthens the
Company's plastics marketing base within Europe. Plastic containers
continued to increase their share of the Packaging market during 1993.
The principal raw materials used in the manufacture of plastic containers
and closures are various types of resins which are purchased from several
commercial sources. Resins, which are petrochemical derivatives, are
presently available in quantities adequate for the Company's needs.
Typically, the Company identifies market opportunities by working
cooperatively with customers and implementing commercially successful
programs. The Company will capitalize on both the conversions to plastic
from other forms of packaging and the new markets through its technical
expertise, quality reputation and customer service. Logistically, CONSTAR
plant sites are strategically located and sized properly.
Capital expenditures for Plastic Packaging was approximately 44 percent of
total capital expenditures for the Company in 1993 as compared to
approximately 5 percent in 1991. The Company has made a commitment to
service global customers with plastic containers.
-4-
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<PAGE>5
Crown Cork & Seal Company, Inc.
ITEM 2. PROPERTIES
The Company's manufacturing and support facilities are designed according
to the requirements of the products to be manufactured, and the type of
construction varies from plant to plant. In the design of each facility,
particular emphasis is placed on quality assurance in the finished products,
safety in the operations, and avoidance or abatement of pollution. The
Company maintains its own engineering staff, which aids in achieving close
integration of research, design, construction and manufacturing functions
and facilitates the construction of plants which will be best suited to
their special purposes. Warehouse and delivery facilities are provided at
each of the manufacturing locations, however, the Company does lease outside
warehouses at some locations.
The plants of the Company and its subsidiaries are owned, with the exception
of those that have the word "leased", in brackets, after the location name.
Joint Ventures are indicated by the initials JV, in brackets, after the
location name.
<TABLE>
<CAPTION>
METAL PACKAGING LOCATIONS IN THE UNITED STATES
<S> <C> <C>
Abilene, TX Kankakee, IL Plymouth, FL
Alsip, IL La Crosse, WI Pulaski Park, MD (Leased)
Arden, NC Lakeville, MN Salisbury, MD
Arlington, TX La Mirada, CA San Leandro, CA (Leased)
Atlanta, GA La Mirada, CA Seattle, WA (Leased)
Atlanta, GA (Leased) Los Angeles, CA (Leased) Shoreham, MI (Leased)
Batesville, MS Mankato, MN Solon, OH
Cheraw, SC Massilon, OH (2) Spartanburg, SC
Chicago, IL (Leased) Milwaukee, WI (Leased) St. Louis, MO
Cincinnati, OH Olympia, WA (Leased) Suffolk, VA (Leased)
Conroe, TX Omaha, NE Swedesboro, NJ
Covington, GA Orlando, FL Union City, CA
Crawfordsville, IN Oshkosh, WI Van Nuys, CA (Leased)
Dayton, OH Owatonna, MN Walla Walla, WA
Decatur, IL Perrysburg, OH Winchester, VA
Faribault, MN Philadelphia, PA Winter Garden, FL
Fort Bend, TX Pocatella, ID (Leased) Worland, WY
Hanover, PA Portage, IN (Leased) York, PA
Hurlock, MD Portland, OR (Leased) Youngstown, OH
</TABLE>
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<PAGE>6
Crown Cork & Seal Company, Inc.
<TABLE>
<CAPTION>
METAL PACKAGING LOCATIONS OUTSIDE THE UNITED STATES
<S> <C> <C> <C>
* Buenos Aires (2) Argentina Budapest Hungary
Schwanenstadt Austria Cork Ireland
* Antwerp Belgium * Voghera Italy
Vinhedo Brazil Amman Jordan (JV)
Aracaju Brazil Nairobi Kenya (JV)
Montreal (3) Canada Seoul (2) Korea (JV)
Chatham Canada Jahore Bahru Malaysia
Calgary Canada Guadalajara Mexico
Mississauga, Ontario Canada (Leased) Mexico City (2) Mexico
Bolton, Ontario Canada Casablanca Morocco
Toronto (4) Canada Lagos Nigeria
Winnipeg Canada Lae Papua New Guinea
Santiago Chile Lima Peru
Shanghai China * Lisbon Portugal
Foshan China Mayaguez Puerto Rico (Leased)
Medellin Colombia San Juan Puerto Rico
Barranguilla Colombia Dammam Saudi Arabia (JV)
San Jose Costa Rica Jeddah Saudi Arabia (JV)
Copenhagen Denmark Jurong Singapore
Guayaquil Ecuador Johannesburg (2) South Africa (JV)
* London England Cape Town South Africa (JV)
Tredegar, Wales England * Madrid Spain
* Frankenthal Germany Port of Spain Trinidad & Tobago
Bedburg Germany Bangkok Thailand
Guatemala City Guatemala * Jebel Ali United Arab Emirates (JV)
Jakarta Indonesia Caracus Venezuela (JV)
Mijdrecht Holland Ndola Zambia (JV)
Hong Kong Hong Kong (JV) Harare Zimbabwe (JV)
</TABLE>
* Plastic Packaging manufactured within Metal Packaging locations
Some metal manufacturing locations are supported by locations that
provide art work for cans and crowns, coil shearing, coil coating,
research, product development and engineering. The support locations
within the United States are located in Alsip, IL, Baltimore, MD,
Fairless Hills, PA (Leased), Massilon, OH, Plymouth, FL and Toledo, OH;
and outside the United States in Aracaju, Brazil, Rotterdam, Holland and
Santafe de Bogata, Colombia.
<TABLE>
<CAPTION>
PLASTIC PACKAGING LOCATIONS IN THE UNITED STATES
<S> <C> <C>
Atlanta, GA Havre De Grace, MD New Stanton, PA (Leased)
Birmingham, AL (Leased) Hollywood, FL (Leased) Newark, OH (Leased)
Charlotte, NC (Leased) Houston, TX (Leased) Orlando, FL (Leased)
City of Industry, CA (Leased) Jackson, MS (Leased) Phoenix, AZ (Leased)
Collierville, TN Kansas City, KS (Leased) Reserve, LA (Leased)
Dallas, TX (Leased) Leominster, MA (Leased) West Chicago, IL
FT. Worth, TX (Leased) Mableton, GA (Leased) Sandston, VA
Greenville, SC (Leased)
</TABLE>
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<PAGE>7
Crown Cork & Seal Company, Inc.
<TABLE>
<CAPTION>
PLASTIC PACKAGING LOCATIONS OUTSIDE THE UNITED STATES
<S> <C> <C> <C> <C> <C>
Montreal Canada Didam Holland Budapest Hungary (JV)
Sherburn England Dongen Holland (Leased) Reinach Switzerland
Evry France (Leased) Mexico City Mexico (JV) Izmir Turkey (JV)
</TABLE>
The Company manufactures bottle and can filling machinery and parts at
locations within the United States in Baltimore, MD and Titusville, FL;
outside the United States in Londerzeel, Belgium and San Luis Potosi,
Mexico. The Company also operates two machinery overhaul locations within
the United States in Bartow, FL and Philadelphia, PA.
The Company has three machine shop locations which manufacture tool and die
parts used within its own manufacturing locations and also sells to
customers in the packaging industry. The locations are within the United
States, with two in Philadelphia, PA., and one in Wissota, WI.
The Company is directly involved in post-consumer aluminum and steel can
recycling through its subsidiary, Nationwide Recyclers, Inc., located in
Polkton, NC. Commencing June 1994, this site will recycle post-consumer
plastic packaging.
ITEM 3. LEGAL PROCEEDINGS
In management's opinion, there are no pending claims or litigation, the
adverse determination of which would have a material adverse effect on the
consolidated financial position of the Company. The Company has been
identified by the Environmental Protection Agency as a potentially
responsible party (along with others, in most cases) at a number of sites.
Information on this is presented in Part I, Item 1, entitled "Business"
appearing on page 2 of this Report and in Part II Item 7, entitled
"Management Discussion and Analysis of Financial Condition and Results of
Operation" appearing on page 15 of this Report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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Crown Cork & Seal Company, Inc.
ITEM 4a. EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information concerning the principal
executive officers of the Company, including their ages and positions as of
December 31, 1993.
<TABLE>
<CAPTION>
Name Age Present Title
---- --- --------------
<S> <C> <C>
William J. Avery 53 Chairman of the Board of Directors,
President & Chief Executive Officer
John W. Conway 48 Executive Vice President,
President International Division
Mark W. Hartman 57 Executive Vice President,
Corporate Technologies
Richard L. Krzyzanowski 61 Executive Vice President,
Secretary and General Counsel
Hans J. Loliger 51 Executive Vice President,
President Plastics Division
Michael J. McKenna 59 Executive Vice President,
President North American Division
Alan W. Rutherford 50 Executive Vice President,
Chief Financial Officer
Ronald R. Thoma 59 Executive Vice President,
Procurement and Traffic
Craig R. L. Calle 34 Vice President and Treasurer
Timothy J. Donahue 31 Financial Controller
Richard Donohue 59 Manufacturing Controller
</TABLE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The Registrant's Common Stock is listed on the New York Stock Exchange. On
March 18, 1994, there were 6,163 registered shareholders of the Registrant's
Common Stock. The market price with respect to the Registrant's Common
Stock is set forth on page 37 as Note R of the Notes to Consolidated
Financial Statements entitled "Quarterly Data (unaudited)".
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Crown Cork & Seal Company, Inc.
ITEM 6. SELECTED FINANCIAL DATA
FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
(in millions, except
per share, ratios and
other statistics) 1993 1992 1991 1990 1989
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Summary of operations
Earnings per average common share
before cumulative effect of
accounting changes (1) $ 2.08 $ 1.79 $ 1.48 $ 1.24 $ 1.19
Earnings per average common share (1) 1.14 1.79 1.48 1.24 1.19
Net income before cumulative effect of
accounting changes 180.9 155.4 128.1 107.1 94.2
% to net sales 4.3% 4.1% 3.4% 3.5% 4.9%
Net Income 99.1 155.4 128.1 107.1 94.2
% to net sales 2.4% 4.1% 3.4% 3.5% 4.9%
Net sales 4,162.6 3,780.7 3,807.4 3,072.1 1,909.8
Depreciation and amortization 191.7 142.4 128.4 102.0 61.8
Selling and administrative 126.6 112.1 105.4 86.2 53.2
% to net sales 3.0% 3.0% 2.8% 2.8% 2.8%
Interest expense 89.8 77.4 76.6 59.9 11.9
Interest income 10.1 13.5 10.0 8.3 16.4
Taxes on income 97.4 101.0 83.8 71.3 53.9
Return on average shareholders' equity (3) 8.3% 13.9% 12.6% 12.2% 12.9%
Financial Position at December 31
Total assets $ 4,216.9 $3,825.1 $2,963.5 $2,596.4 $ 1,655.1
Working capital ratio 1.0:1 1.1:1 1.4:1 1.3:1 1.2:1
Short-term debt plus current maturities 474.8 379.4 184.4 128.4 157.6
Long-term debt 891.5 939.9 585.0 484.3 94.0
Total debt to total capitalization (2) 50.1% 52.1% 40.5% 38.3% 22.6%
Shareholders' equity 1,251.8 1,143.6 1,084.4 950.8 810.6
Book value per common share (1) 14.09 13.24 12.45 10.99 9.40
Other Statistics
Capital expenditures $ 271.3 $ 150.6 $ 92.2 $ 128.0 $ 88.6
Employees 21,254 20,378 17,763 17,205 14,747
Number of shareholders 6,168 4,193 3,722 3,714 3,873
Number of shares - at year-end (1) 88,814,533 86,348,180 87,088,179 86,549,730 86,202,462
- average (1) 87,086,553 86,895,574 86,780,517 86,548,086 78,957,792
<FN>
(1) All data relating to common shares prior to 1992 have been restated
for comparative purposes to reflect the 3 for 1 common stock split
in 1992.
(2) Total capitalization includes total debt (net of cash and cash
equivalents), minority interests and shareholders' equity.
(3) 1993 figures reflect cumulative effect of accounting changes of
$81.8 or $.96 per share.
</TABLE>
Certain reclassifications of prior years' data have been made to improve
comparability.
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<PAGE>10
Crown Cork & Seal Company, Inc.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(in millions, except per share, employee, shareholder and statistical data)
Management's discussion and analysis should be read in conjunction with the
financial statements and the notes thereto.
Share data for prior years have been restated for the 3 for 1 common stock
split declared in 1992.
RESULTS OF OPERATIONS
NET INCOME AND EARNINGS PER SHARE BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGES
Net income before cumulative effect of accounting changes for 1993 was a
record $180.9, an increase of 16.4% compared with $155.4 for 1992. Net
income for 1991 was $128.1. Net income for 1992 and 1991 represents
increases of 21.3% and 19.6%, respectively, over the preceding year.
Earnings per share before cumulative effect of accounting changes for 1993
was a record $2.08 per share, an increase of 16.2% compared with $1.79 per
share for 1992. Earnings per share for 1991 was $1.48 per share. Earnings
per share for 1992 and 1991 represents increases of 20.9% and 19.4%,
respectively, over the preceding year. The sum of per share earnings by
quarter does not equal earnings per share for the year ended December 31,
1993, due to the effect of shares issued during 1993.
SALES
Net sales during 1993 were $4,162.6, an increase of $381.9 or 10.1% versus
1992 net sales of $3,780.7. Net sales during 1991 were $3,807.4. Domestic
sales increased by $430.9 or 17.9% in 1993 versus 1992, while 1992 domestic
net sales decreased $53.6 or 2.2% versus 1991. Domestic net sales in 1991
increased 38.3% over 1990. The increase in 1993 domestic net sales primarily
reflects (i) a full year sales of CONSTAR, $600 in 1993 versus approximately
$100 in 1992 for two months from the date of acquisition, (ii) $130 from the
acquisition of Van Dorn and (iii) increased sales unit volume in aerosol and
composite cans; offset by (i) lower raw material costs which were passed on
to customers in the form of reduced selling prices and (ii) continued
competitive pricing in the North America beverage can market. The decrease
in 1992 domestic net sales was primarily a result of lower material costs
passed on as reduced selling prices to customers offset partially by the
addition of CONSTAR sales of $100 for two months. The increase in 1991 net
sales was primarily due to the Company's acquisitions as described in Note
C to the Consolidated Financial Statements.
International sales decreased $49 or 3.6% in 1993 versus 1992, which
compares to increases of 2.0% and 4.0% in 1992 and 1991 over the respective
preceding years. The decrease in international net sales reflects (i) $100
due to the continued strengthening of the U.S. dollar against most
currencies in which the Company's affiliates operate and (ii) the continuing
recession in Europe; offset partially by the acquisition of Wellstar Holding
B.V. which contributed $85 from the date of acquisition. International sales
unit volumes for plastic closures, beverage cans, food cans and aerosol cans
improved in 1993, while crown volumes declined.
COST OF PRODUCTS SOLD
Cost of products sold, excluding depreciation and amortization for 1993 was
$3,474.0, an 8.7% increase from the $3,197.4 in 1992. This increase follows
a 2.8% decrease and a 24.6% increase in 1992 and 1991, respectively. The
increase in 1993 cost of products sold primarily reflects increased sales
levels as noted above offset by lower raw material costs and continuing
company-wide cost containment programs. The 1992 decrease was primarily due
to lower material costs while the 1991 increase reflects higher sales level
of the Company's products.
-10-
<PAGE>
<PAGE>11
Crown Cork & Seal Company, Inc.
As a percent of net sales, cost of products sold was 83.5% in 1993 as
compared to 84.6% in 1992 and 86.4% in 1991.
SELLING AND ADMINISTRATIVE
Selling and administrative expenses for 1993 were $126.6, an increase of
12.9% over 1992. This increase compares to increases of 6.4% for 1992 and
22.3% for 1991. Selling and administrative expenses have increased in recent
years as a result of businesses acquired. As a percent of net sales, selling
and administrative expenses were 3.0% in 1993 and 1992, and 2.8% in 1991.
OPERATING INCOME
The Company views operating income as the measure of its performance before
interest costs and other non-operating expenses. Operating income of $378.7
in 1993 was $58.7, or 18.3% greater than in 1992. Operating income was
$320.0 in 1992, an increase of 17.6% over 1991, and $272.0 in 1991, an
increase of 17.1% versus 1990. Operating income as a percent of net sales
was 9.1% in 1993 as compared to 8.5% in 1992 and 7.1% in 1991.
Operating profit in the Company's U.S. operations was 10.2% of net sales in
1993 versus 10.5% and 6.9% in 1992 and 1991, respectively. Productivity
improvement, research and development and continuing programs to contain and
reduce cost have all contributed to retain and increase domestic margins in
1993 and 1992 despite competitive pricing pressures.
European operating profit increased to 5.7% of net sales in 1993 from 4.9%
in 1992. The higher operating profit margins reflect the benefits associated
with the Company's continuing efforts to restructure its European operations
in response to the changing economic environment in the region.
Operating profit in North and Central America (other than the United States)
at $23.3 in 1993 was 5.0% of net sales as compared to 1.8% in 1992. These
increased results are a result of (i) costs associated with closing three
Canadian plants in 1992 and (ii) better market conditions and demand in 1993
compared to 1992 in Canada; offset by lower unit sales in most product lines
in Mexico. The Company is pleased with the signs of improvement in its
Canadian operations, a result of several restructuring actions taken in 1992
and 1991 and is poised to take the necessary steps to compete in the
changing economic environment in Mexico.
NET INTEREST EXPENSE/INCOME
Net interest expense was $79.7 in 1993, an increase of $15.8 when compared
to 1992 net interest of $63.9. Net interest expense was $66.6 in 1991. The
increase in 1993 net interest expense is due primarily to bank borrowings
necessary to finance the CONSTAR acquisition, offset by lower interest rates
and the repayment of a $100 note in June 1993 which carried an interest rate
of 9.17%. The decrease in 1992 net interest expense was due to declining
interest rates and the repayment, in June 1992, of a $100 note which had an
interest rate of 9.13%. The increase in 1991 net interest expense was due
to bank borrowings necessary to fund 1991 and 1990 acquisitions. Specific
information regarding acquisitions is found in Note C to the Consolidated
Financial Statements, while information specific to company financing is
presented in the Liquidity and Capital Resources section of this discussion
and Notes I and L to the Consolidated Financial Statements.
TAXES ON INCOME
The effective tax rates on income were 34.8%, 39.7% and 40.1% in 1993, 1992
and 1991, respectively. The lower effective rate for 1993 was primarily a
result of lower effective tax rates in non-U.S. operations compared to 1992.
The higher effective tax rates versus the U.S. statutory rate in 1992 and
1991 are primarily due to the effect of different tax rates in non-U.S.
operations and the increase in non-deductible amortization of goodwill and
other intangibles, as a result of recent acquisitions.
-11-
<PAGE>
<PAGE>12
Crown Cork & Seal Company, Inc.
EQUITY IN EARNINGS OF AFFILIATES, NET OF MINORITY INTERESTS
Equity in earnings of affiliates was $5.0, $6.3 and $6.2 for 1993, 1992 and
1991, respectively. The decrease in equity earnings in 1993 is primarily a
result of the Company selling 30% of its interest in its joint venture in
Saudi Arabia.
Minority interests were $6.5, $4.6 and $3.1 in 1993, 1992 and 1991,
respectively. The increases in minority interests relate to (i) more
favorable results in the Company's 50.1% interest in a Hong Kong joint
venture, (ii) the commencement of production and sales in the Company's 50%
interest in Dubai, United Arab Emirates and (iii) the late 1992 sale by the
Company of 50% of its South African affiliate and 30% of certain other
African businesses to form a joint venture partnership with another South
African packaging company.
During 1993 the Company's CONSTAR International subsidiary acquired the
remaining 56% of Wellstar Holding, B.V. The Company, beginning in 1993,
consolidates this wholly-owned subsidiary.
With the acquisition of Continental Can International Corporation, Inc.
(CCIC) in 1991, the Company acquired minority interests in joint ventures
in the Middle East, Korea and South America. Additionally, the Company
acquired a 50.1% ownership interest in a joint venture in Hong Kong. As a
result of these ownership interests, the Company now has sources of income
and cash flow from non-consolidated affiliates and additional liabilities
of minority partners. Due to the acquisition of CCIC, the Company has
entered many new markets. These new markets provide excellent future growth
potential for the Company's products and services while at the same time
introducing the Company to viable business partners. The Company believes
that the use of business partners in many overseas locations presents
another cost-effective means of entering new markets.
The Company has presented earnings from equity affiliates, net of minority
interests (the components of which can be found in Notes F and P to the
Consolidated Financial Statements), as a separate component of net income.
Management believes that presenting such earnings as a component of pre-tax
income would distort the Company's effective tax rate, and as such, has
presented equity earnings after the provision for income taxes.
INDUSTRY SEGMENT PERFORMANCE
This section presents individual segment results for the last three years.
The after-tax charge of $81.8 or $.96 per share related to adoption of SFAS
106, SFAS 109 and SFAS 112 in 1993 is included as an after tax charge in the
Metal Packaging segment of $83.7 or $.98 per share and an after-tax credit
in the Plastic Packaging segment of $1.9 or $.02 per share, and is excluded
in making comparisons of 1993 results with prior years.
Net sales for the Metal Packaging segment in 1993 were $3,367.0, down $206.1
or 5.8% compared to 1992 net sales of $3,573.1. Net sales during 1991 were
$3,733.0. Sales in the segment have declined in recent years primarily as
a result of lower raw material costs which have been passed on to customers
in the form of reduced selling prices.
Metal Packaging 1993 operating income was $308.5 or 9.2% of net sales
compared to $296.4 in 1992 which was 8.3% of net sales. Operating income in
1991 was $261.4 or 7.0% of net sales. The increase in operating income
reflects the successful integration of acquisitions made since 1989. Despite
competitive price pressures and costs associated with restructuring efforts
in North America and Europe, the Company has streamlined its organizational
structure and improved efficiency to achieve significant cost reductions and
increase operating profits.
Net sales for the Plastic Packaging segment in 1993 increased $588.0 or
283.2% to $795.6 in 1993 from $207.6 in 1992. Net sales for 1992 increased
$133.2 or 179.0% against 1991 net sales of $74.4. The increase in 1993 is
primarily a result of the Company's October 1992 acquisition of CONSTAR
International Inc. ("CONSTAR") and the acquisition during 1993 of the
remaining 56% interest in Wellstar Holding B.V.
-12-
<PAGE>
<PAGE>13
Crown Cork & Seal Company, Inc.
("Wellstar") by CONSTAR. The full year sales of CONSTAR contributed
approximately $600 in 1993 compared to two months sales in 1992 of
approximately $100. Wellstar from the date of acquisition contributed net
sales of $85 in 1993.
Plastic Packaging 1993 operating income was 8.8% of net sales at $70.2
compared to 11.4% or $23.6 in 1992. Operating income in 1991 was $10.6 or
14.2% of net sales. Increased competition, product sales mix and the
recession in Europe have contributed to decreased margins.
ACCOUNTING CHANGES
The Company, as required, adopted SFAS 106 and SFAS 109 on January 1, 1993.
Additionally, during the fourth quarter, the Company adopted SFAS 112
retroactive to January 1, 1993. The after-tax effect of these accounting
changes was a one-time charge to 1993 earnings of $81.8 or $.96 per share,
with an incremental charge to 1993 earnings of $2.5 or $.03 per share. These
accounting changes are more fully described in Note B to the Consolidated
Financial Statements.
Adoption of the above three statements did not and will not have any cash
flow impact on the Company.
FINANCIAL POSITION
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial position remains strong. Cash and cash equivalents
totaled $54.2 at December 31, 1993, compared to $26.9 and $20.2 at December
31, 1992 and 1991, respectively. The Company had working capital of $43.8
at December 31, 1993. The Company's primary sources of cash in 1993
consisted of (i) funds provided from operations, $352.5; (ii) proceeds from
short-term debt borrowings, $136.5; (iii) proceeds from sale of businesses,
$83.6; and, (iv) proceeds from long-term debt borrowings, $548.3. The
Company's primary uses of cash in 1993 consisted of (i) payments on
long-term debt, $715.0; (ii) acquisition of and investments in businesses,
$66.2; (iii) capital expenditures, $271.3 and (iv) repurchases of common
stock, $86.5.
The Company funds its working capital requirements on a short-term basis
primarily through issuances of commercial paper. The commercial paper
program is supported by revolving bank credit agreements with several banks
with equal maturities on December 12, 1994 and December 20, 1995. Maximum
borrowing capacity under the agreements is $550. There are no borrowings
currently outstanding under these agreements. There was $324.0 and $154.0
in commercial paper outstanding at December 31, 1993 and 1992, respectively.
In January 1993, the Company filed with the Securities and Exchange
Commission a shelf registration statement for the possible offering and sale
of up to $600 aggregate principal amount of debt securities of the Company.
On April 7, 1993 the Company sold $500 of public debt securities in three
maturity tranches through Salomon Brothers Inc. and The First Boston
Corporation. The notes and debentures were issued pursuant to the shelf
registration of debt securities and are rated Baa1 by Moody's Investors
Service and BBB+ by Standard & Poor's Corporation. The three tranches
include $100 of 5.875% notes due 1998, priced at par; $200 of 6.75% notes
due 2003, priced at 99.625% to yield 6.80%; and $200 of 8% debentures due
2023, priced at 99.625% to yield 8.03%. Net proceeds from the issues were
used to repay the bank facility which financed the acquisition of CONSTAR
International in October 1992. The Company has $100 remaining on the shelf
registration.
The Company has, when considered appropriate, hedged its currency exposures
on its foreign denominated debt through various agreements with lending
institutions. The Company also utilizes a corporate "netting" system which
enables resources and liabilities to be pooled and then netted, thereby
mitigating the exposure.
During 1993, the Company acquired businesses for approximately $222,
following acquisitions in 1992 and 1991 of $539 and $235, respectively. The
details of such acquisitions are discussed in Note C to the
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<PAGE>
<PAGE>14
Crown Cork & Seal Company, Inc.
Consolidated Financial Statements. The Company has established reserves to
restructure acquired companies. At December 31, 1993 and 1992, these
reserves totaled $105.2 and $94.9, respectively, and have been allocated to
the purchase price of acquired companies. These reserves relate primarily
with the costs associated with Company plans to combine acquired company
operations with existing operations such as, severance costs, plant
consolidations and lease terminations. The Company estimates that 1994 cash
expenditures related to its restructuring efforts will approximate $54.3 and
cash expenditures for the three years ended December 31, 1996, will
approximate $90. Cash expenditures for restructuring efforts were $81, $30
and $18 for the years ended December 31, 1993, 1992, and 1991, respectively.
The Company's ratio of total debt (net of cash and cash equivalents) to
total capitalization was 50.1%, 52.1% and 40.5% at December 31, 1993, 1992
and 1991, respectively. Total capitalization is defined by the Company as
total debt, minority interests and shareholders' equity. The increase in the
Company's total debt in recent years is due to businesses acquired since
December 29, 1989. As of December 31, 1993, $101.9 of long-term debt matures
within one year.
During the year the Company repaid $100 private placement debt which carried
an interest rate of 9.17%. Additionally, the Company's Canadian subsidiary
repaid CDN $100 private placement debt, partially with funds received from
a property settlement and the balance with a capital increase from the
parent Company.
Management believes that, in addition to current financial resources (cash
and cash equivalents and the Company's commercial paper program), adequate
capital resources are available to satisfy the Company's investment
programs. Such sources of capital would include, but not be limited to, bank
borrowings. Management believes that the Company's cash flow is sufficient
to maintain its current operations.
CAPITAL EXPENDITURES
Capital expenditures in 1993 amounted to $271.3 as compared with $150.6 in
1992. During the past five years capital expenditures totaled $730.7.
Expenditures in the North American Division totaled $93 with major spending
for beverage end conversion in Dayton, Ohio, a new technical center and
aerosol plant in Alsip, Illinois and 2-piece food cans in Owatonna,
Minnesota. Additional projects to convert beverage can and end lines in
other plants to a smaller diameter began in 1993.
Investments of $83 were made in the International Division. The Company
constructed new plants and installed both beverage can and plastic cap
production lines in Dubai, United Arab Emirates and Argentina. The Company
is currently constructing a beverage can plant in Shanghai, China.
Additionally, the Company constructed a new aerosol plant near Amsterdam,
The Netherlands to service a major customer's centralized European filling
plant. Expansion of existing plastic cap production in Italy and Germany,
as well as the installation of single-serve PET equipment in Portugal have
diversified the International Division from primarily metal packaging to
include plastic products.
With the acquisition of CONSTAR in October 1992, the Company made a
commitment to service global customers with plastic containers. The Company
continued this commitment with spending of $94 in 1993 within the Plastics
Division. Major spending included capacity expansion of existing products
and installation of several single-serve PET lines in the United States. New
single-serve PET preform and bottle lines were also installed in CONSTAR's
subsidiaries in England, Holland and Hungary.
The Company expects its capital expenditures in 1994 to approximate $400.
The Company plans to continue capital expenditure programs designed to take
advantage of technological developments which enhance productivity and
contain cost as well as those that provide growth opportunities. Capital
expenditures, exclusive of potential acquisitions, during the five year
period 1994 through 1998 are expected to approximate $1,500. Cash flow from
operating activities will provide the principal support for
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<PAGE>
<PAGE>15
Crown Cork & Seal Company, Inc.
these expenditures; however, depending upon the Company's evaluation of
growth opportunities and other existing market conditions, external
financing may be required from time to time.
ENVIRONMENTAL MATTERS
The Company has adopted a Corporate Environmental Protection Policy. The
implementation of this Policy is a primary management objective and the
responsibility of each employee of the Company. The Company is committed to
the protection of human health and the environment, and is operating within
the increasingly complex laws and regulations of federal, state, and local
environmental agencies or is taking action aimed at assuring compliance with
such laws and regulations. Environmental considerations are among the
criteria by which the Company evaluates projects, products, processes and
purchases and, accordingly, does not expect compliance with these laws and
regulations to have a material effect on the Company's competitive position,
financial condition, results of operations or capital expenditures.
The Company is dedicated to a long-term environmental protection program and
has initiated and implemented many pollution prevention programs with the
emphasis on source reduction. The Company continues to reduce the amount of
metals and plastics used in the manufacture of steel, aluminum and plastic
containers through a "lightweighting" program. The Company not only recycles
nearly 100 percent of scrap aluminum, steel, plastic and copper used in the
manufacturing process, but through its Nationwide Recyclers subsidiary is
directly involved in post-consumer aluminum and steel can recycling.
Nationwide Recyclers, in 1994, will also be directly involved in
post-consumer plastics recycling. Additionally, the Company has already
exceeded the Environmental Protection Agency's (EPA) 1995 goals for its
33/50 program which calls for companies, voluntarily, to reduce toxic air
emissions by 33% by the end of 1992 and by 50% by the end of 1995, compared
to the base year of 1988. The Company, at the end of 1993, had achieved a
more than 64% reduction in the releases of such emissions for all U.S.
facilities. The cost to accomplish this reduction did not materially affect
operating results. Many of the Company's programs for pollution prevention
lower operating costs and improve operating efficiencies.
The Company has been identified by the EPA as a potentially responsible
party (along with others, in most cases) at a number of sites. Estimated
remedial expenses for active projects are recognized in accordance with
generally accepted accounting principles governing probability and the
ability to reasonably estimate future costs. Actual expenditures for
remediation were $2.2 during 1993 and $1.7 in 1992. The Company's balance
sheet reflects a net accrual for future expenditures to remediate known
sites of $11.3 at December 31, 1993 and 1992, respectively. Gross
remediation liabilities were estimated at $30.7 and $33.3 at December 31,
1993 and 1992, respectively. Indemnification received from the sellers of
acquired companies and the Company's insurance carriers was estimated at
$19.4 and $22.0 at December 31, 1993 and 1992, respectively.
Environmental exposures are difficult to assess for numerous reasons,
including the identification of new sites, advances in technology, changes
in environmental laws and regulations and their application, the scarcity
of reliable data pertaining to identified sites, the difficulty in assessing
the involvement of the financial capability of other potentially responsible
parties and the time periods (sometimes lengthy) over which site remediation
occurs. It is possible that some of these matters (the outcome of which are
subject to various uncertainties) may be decided unfavorably against the
Company. It is, however, the opinion of Company management after consulting
with counsel, that any unfavorable decision will not have a material adverse
effect on the Company's financial position.
COMMON STOCK AND OTHER SHAREHOLDERS' EQUITY
Shareholders' equity was $1,251.8 at December 31, 1993, as compared with
$1,143.6 at December 31, 1992. The increase in 1993 equity represents the
retention of $99.1 of earnings in the business (net of $81.8 of accounting
changes as more fully described in Note B to the Consolidated Financial
Statements), the issuance of 3,631,624 common shares for the acquisition of
Van Dorn Company and the issuance of 1,415,711 common shares for various
stock purchase and savings plans offset by the effect of 2,580,982 common
shares repurchased, $46.3 minimum pension liability adjustment as more fully
described in Note
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<PAGE>
<PAGE>16
Crown Cork & Seal Company, Inc.
N to the Consolidated Financial Statements and equity adjustments for
currency translation in non-U.S. subsidiaries of $29.3. The book value of
each share of common stock at December 31, 1993, was $14.09, as compared to
$13.24 at December 31, 1992.
In 1993, the return on average shareholders' equity before cumulative effect
of accounting changes was 14.6% as compared with 13.9% in 1992.
The Company purchased 2,536,330 shares of its common stock from CCL
Industries Inc. ("CCL") on January 7, 1993 for approximately $84.8. The
Company and CCL had agreed to the share repurchase in August of 1992 at a
then agreed purchase price of $33.00 per share, plus an adjustment computed
at a rate of 3.5% per annum. The January 7, 1993 settlement was funded by
cash flow from operations, borrowings and cash received from CCL of
approximately $21. The cash received from CCL related to the settlement of
guarantees made by CCL to the Company regarding the value of certain
properties in connection with the Company's 1989 acquisition of Continental
Can Canada Inc. The Company issued to CCL a total of 7,608,993 shares in the
1989 acquisition of Continental Can Canada Inc. The purchase of common stock
from CCL was made pursuant to the Company's right of first refusal to
purchase common stock offered for sale by CCL. After giving effect to the
repurchase transaction, CCL held 2,536,331 shares or approximately 2.9% of
the Company's shares then outstanding following the January 7, 1993
settlement date.
In August 1992, the Company repurchased 1,500,000 shares from the Connelly
Foundation for approximately $50.1 or approximately $33.38 per share. The
purchase of shares from the Connelly Foundation was funded by cash flow from
operations of $25 and an interest bearing note, at 3.5%, of approximately
$25.1. The Company settled the note in December 1992 with cash flow from
operations. At December 31, 1993, the Connelly Foundation held 8,554,700
shares of the Company's common stock which represented approximately 10% of
the 88,814,533 shares then outstanding.
The Board of Directors has approved resolutions authorizing the Company to
repurchase shares of its common stock to meet the requirements for the
Company's various stock purchase and savings plans. The Company acquired
2,580,982, 1,747,774, and 2,735,898 shares of common stock in 1993, 1992,
and 1991 for $86.5, $61.4, and $69.1, respectively. These purchases included
the purchases of stock held by the Connelly Foundation in 1992 and by CCL
in 1993 and 1991.
The Company has traditionally not paid dividends and does not anticipate
paying dividends in the foreseeable future.
At December 31, 1993 common shareholders of record numbered 6,168 compared
with 4,193 at the end of 1992.
INFLATION
General inflation has not had a significant impact on the Company over the
past three years due to strong cash flow from operations. The Company
continues to maximize cash flow through programs designed for cost
containment, productivity improvements and capital spending. Management does
not expect inflation to have a significant impact on the results of
operations or financial condition in the foreseeable future.
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<PAGE>
<PAGE>17
Crown Cork & Seal Company, Inc.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Financial Statements
Report of Independent Accountants 18
Consolidated Statements of Income 19
Consolidated Balance Sheets 20
Consolidated Statements of Cash Flows 21
Consolidated Statements of
Shareholders' Equity 22
Notes to Consolidated Financial
Statements 23
Financial Statement Schedules
Schedule V - Property, Plant and
Equipment 40
Schedule VI - Accumulated Depreciation
and Amortization of Property, Plant
and Equipment 41
Schedule VIII - Valuation and
Qualifying Accounts 42
Schedule X - Supplementary Income
Statement Information 44
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<PAGE>
<PAGE>18
Crown Cork & Seal Company, Inc.
Report of Independent Accountants
To the Shareholders and Board of Directors of
Crown Cork & Seal Company, Inc.
In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Crown Cork & Seal Company, Inc. and its subsidiaries at December
31, 1993 and 1992, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 1993, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for the opinion expressed above.
As discussed in Note B, the Company changed its methods of accounting for
income taxes, postretirement benefits and postemployment benefits in 1993.
PRICE WATERHOUSE
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
March 14, 1994
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<PAGE>
<PAGE>19
Crown Cork & Seal Company, Inc.
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Net sales $ 4,162.6 $ 3,780.7 $ 3,807.4
------------ ------------ ------------
Costs, expenses and other income
Cost of products sold (excluding
depreciation and amortization) 3,474.0 3,197.4 3,290.7
Depreciation and amortization 191.7 142.4 128.4
Selling and administrative expense 126.6 112.1 105.4
Interest expense 89.8 77.4 76.6
Interest income (10.1) (13.5) (10.0)
Translation and exchange adjustments 10.8 10.2 7.5
------------ ------------ ------------
3,882.8 3,526.0 3,598.6
------------ ------------ ------------
Income before income taxes and cumulative
effect of accounting changes 279.8 254.7 208.8
Provision for income taxes . . Note O 97.4 101.0 83.8
------------ ------------ ------------
Income from operations 182.4 153.7 125.0
------------ ------------ ------------
Equity in earnings of affiliates, net of
minority interests . . Notes F and P (1.5) 1.7 3.1
------------ ------------ ------------
Net income before cumulative effect of
accounting changes 180.9 155.4 128.1
------------ ------------ ------------
Cumulative effect of accounting changes for:
Income taxes . . Note B 23.5
Postretirement benefits other than pensions,
net of $46.0 tax benefit . . Note B (89.2)
Postemployment benefits, net of $8.5
tax benefit . . Note B (16.1)
------------ ------------ ------------
Net income $ 99.1 $ 155.4 $ 128.1
------------ ------------ ------------
Average common share data:
Earnings before cumulative effect of
accounting changes $ 2.08 $ 1.79 $ 1.48
Cumulative effect of accounting changes for:
Income taxes .27
Postretirement benefits other than pensions (1.03)
Postemployment benefits (.18)
------------ ------------ ------------
Earnings per average common share $ 1.14 $ 1.79 $ 1.48
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
Earnings per average common share for 1991 has been restated to reflect the
3 for 1 common stock split to shareholders of record as of May 12, 1992.
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<PAGE>
<PAGE>20
Crown Cork & Seal Company, Inc.
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
<TABLE>
<CAPTION>
December 31 1993 1992
---- ----
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 54.2 $ 26.9
Receivables . . Note D 532.9 583.8
Inventories . . Note E 699.7 659.9
Prepaid expenses and other current assets 37.7 31.3
--------- ---------
Total current assets 1,324.5 1,301.9
--------- ---------
Long-term notes and receivables 67.9 64.1
Investments . . Note F 42.6 55.6
Goodwill, net of amortization 1,119.1 994.1
Property, plant and equipment . . Note G 1,593.5 1,373.3
Other non-current assets 69.3 36.1
--------- ---------
Total $ 4,216.9 $ 3,825.1
========= =========
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities
Short-term debt . . Note I $ 372.9 $ 193.4
Current portion of long-term debt . . Note L 101.9 186.0
Accounts payable and accrued
liabilities . . Note J 795.3 730.4
United States and foreign income taxes 10.6 17.6
--------- ---------
Total current liabilities 1,280.7 1,127.4
--------- ---------
Long-term debt, excluding current
maturities . . Note L 891.5 939.9
Other non-current liabilities . . Note K 116.2 263.0
Postretirement and pension
liabilities . . Note N 623.0 305.6
Minority interests . . Note P 53.7 45.6
Shareholders' equity
Common stock with $5.00 par value;
120,000,000 shares authorized;
118,490,814 shares issued 592.5 592.5
Additional paid-in capital 167.4 95.0
Retained earnings 843.1 744.0
Minimum pension liability
adjustment . . Note N (46.3)
Cumulative translation adjustment (156.5) (127.2)
Treasury stock (1993 - 29,676,281 shares;
1992 - 32,142,634 shares) (148.4) (160.7)
--------- ---------
Total shareholders' equity 1,251.8 1,143.6
--------- ---------
Total $ 4,216.9 $ 3,825.1
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
Certain reclassifications of prior years' data have been made to improve
comparability.
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<PAGE>
<PAGE>21
Crown Cork & Seal Company, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities
Net income $ 99.1 $ 155.4 $ 128.1
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 191.7 142.4 128.4
Deferred income taxes 45.5 39.4 (12.5)
Equity in earnings of joint ventures,
net of dividends 2.1 (1.7) (2.9)
Cumulative effect of accounting changes 81.8
Other, net 6.1 .7 3.8
Changes in assets and liabilities, net of
businesses acquired:
Receivables 69.2 (.3) (79.6)
Inventories 5.2 (108.4) 26.8
Accounts payable and accrued liabilities (140.2) (2.1) (38.4)
Other (8.0) (12.4) 21.9
--------- --------- ---------
Net cash provided by
operating activities 352.5 213.0 175.6
--------- --------- ---------
Cash flows from investing activities
Capital expenditures (271.3) (150.6) (92.2)
Acquisition of businesses, net of
cash acquired (66.2) (538.5) (209.3)
Proceeds from sale of property, plant
and equipment 11.9 31.7 1.0
Proceeds from sale of business 83.6
Other, net 5.4 6.9 6.2
--------- --------- ---------
Net cash used for investing
activities (236.6) (650.5) (294.3)
--------- --------- ---------
Cash flows from financing activities
Proceeds from long-term debt 548.3 532.7 465.1
Payments of long-term debt (715.0) (113.0) (292.0)
Net change in short-term debt 136.5 78.7 (52.0)
Common stock:
Repurchase for treasury (86.5) (61.4) (69.1)
Issued under various employee
benefit plans 30.0 17.1 9.6
Proceeds from public offering 66.0
--------- --------- ---------
Net cash (used for)/provided by
financing activities (86.7) 454.1 127.6
--------- --------- ---------
Effect of exchange rate changes on cash
and cash equivalents (1.9) (9.9) (10.5)
--------- --------- ---------
Net change in cash and cash equivalents 27.3 6.7 (1.6)
Cash and cash equivalents at January 1 26.9 20.2 21.8
--------- --------- ---------
Cash and cash equivalents at December 31 $ 54.2 $ 26.9 $ 20.2
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-21-
<PAGE>
<PAGE>22
Crown Cork & Seal Company, Inc.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in millions, except share data)
<TABLE>
<CAPTION>
Minimum Cumulative
Common Paid-In Retained Pension Translation Treasury
Stock Capital Earnings Liability Adjustment Stock Total
------ -------- ------------------ ---------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance December 31, 1990 $197.5 $116.0 $752.0 ($61.4) ($53.3) $ 950.8
Net income - 1991 128.1 128.1
Stock repurchased:
911,966 shares (64.6) (4.5) (69.1)
Stock issued under stock option and
employee savings plans:
184,849 shares 8.7 .9 9.6
Stock offering - net:
750,000 shares 62.2 3.8 66.0
Stock issued in business combinations:
156,600 shares 12.1 .8 12.9
Translation adjustments (13.9) (13.9)
-------- -------- -------- -------- -------- -------- --------
Balance December 31, 1991 197.5 134.4 880.1 (75.3) (52.3) 1,084.4
Net income - 1992 155.4 155.4
Stock repurchased:
1,747,774 shares (52.7) (8.7) (61.4)
Stock issued under stock option and
employee savings plans:
775,423 shares 13.3 3.8 17.1
Three-for-one stock split 395.0 (291.5) (103.5)
Translation adjustments (51.9) (51.9)
-------- -------- -------- -------- -------- -------- --------
Balance December 31, 1992 592.5 95.0 744.0 (127.2) (160.7) 1,143.6
Net income - 1993 99.1 99.1
Stock repurchased:
2,580,982 shares (73.6) (12.9) (86.5)
Stock issued under stock option and
employee savings plans:
1,415,711 shares 23.6 7.0 30.6
Stock issued in business combination:
3,631,624 shares 122.4 18.2 140.6
Minimum pension liability adjustment ($46.3) (46.3)
Translation adjustments (29.3) (29.3)
-------- -------- -------- -------- -------- -------- --------
Balance December 31, 1993 $ 592.5 $ 167.4 $ 843.1 ($ 46.3) ($ 156.5) ($ 148.4) $1,251.8
======== ======== ======== ======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
Share data for prior years has not been restated for the 3 for 1 common
stock split declared in 1992.
Certain reclassifications of prior years' data have been made to improve
comparability.
-22-
<PAGE>
<PAGE>23
Crown Cork & Seal Company, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share, employee, shareholder and statistical data)
(share data for years prior to 1992 have been restated for the 3 for 1
common stock split declared in 1992)
A. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Crown Cork &
Seal Company, Inc. and its wholly-owned and majority-owned subsidiary
companies. All significant intercompany accounts and transactions are
eliminated in consolidation. Investments in joint ventures and other
companies in which Crown does not have control, but has the ability to
exercise significant influence over operating and financial policies
(generally greater than 20% ownership) are accounted for by the equity
method. Other investments are carried at cost.
Foreign Currency Translation
For non-U.S. subsidiaries which operate in a local currency environment,
assets and liabilities are translated into U.S. dollars at year-end exchange
rates. Income and expense items are translated at average rates prevailing
during the year. Translation adjustments for these subsidiaries are
accumulated in a separate component of Shareholders' Equity. For non-U.S.
subsidiaries which operate in U.S. dollars (functional currency) or whose
economic environment is highly-inflationary, local currency inventories and
plant and other property are translated into U.S. dollars at approximate
rates prevailing when acquired; all other assets and liabilities are
translated at year-end exchange rates. Inventories charged to cost of sales
and depreciation are remeasured at historical rates; all other income and
expense items are translated at average exchange rates prevailing during the
year. Gains and losses which result from remeasurement are included in
earnings.
Cash and Cash Equivalents
Cash equivalents represent investments with maturities of three months or
less from the time of purchase, and are carried at cost which approximates
fair value because of the short maturity of those instruments.
Inventory Valuation
Inventories are carried at the lower of cost or market, with cost for all
domestic metal and plastic container, crown and closure inventories
determined under the last-in, first-out (LIFO) method. Machinery Division
and non-U.S. inventories are principally determined under the average cost
method.
Goodwill
Goodwill, representing the excess of the cost over the net tangible and
identifiable intangible assets of acquired businesses, is stated on the
basis of cost and is amortized, principally on a straight-line basis, over
the estimated future periods to be benefitted (primarily 40 years).
Accumulated amortization amounted to $62.7 and $35.1 at December 31, 1993
and 1992, respectively.
Property, Plant and Equipment
Property, plant and equipment (PP&E) is carried at cost and includes
expenditures for new facilities and those costs which substantially increase
the useful lives of existing PP&E. Maintenance, repairs and minor renewals
are expensed as incurred. When properties are retired or otherwise disposed,
the related costs and accumulated depreciation are eliminated from the
respective accounts and profit or loss on disposition is reflected in
income. Costs assigned to PP&E of acquired businesses are based on estimated
fair value at the date of acquisition. Depreciation and amortization are
provided on a straight-line basis for financial reporting and an accelerated
basis for tax purposes. The useful lives range between 40 years for
buildings and 5 years for vehicles.
-23-
<PAGE>
<PAGE>24
Crown Cork & Seal Company, Inc.
Off-Balance Sheet Risk and Financial Instruments
The Company enters into forward exchange contracts, primarily in European
currencies, to hedge certain foreign currency transactions for periods
consistent with the terms of the underlying transactions. At December 31,
1993, the Company had contracts to purchase approximately $37 and to sell
approximately $23 in foreign currency. Based on year-end exchange rates and
the maturity dates of the various contracts, the estimated aggregate
contract value approximates the fair value of these items at December 31,
1993.
Treasury Stock
Treasury stock is reported at par value and constructively retired. The
excess of fair value over par value is first charged to paid-in capital, if
any, and then to retained earnings.
Research and Development
Research, development and engineering expenditures which amounted to $23.3,
$16.7 and $16.1 in 1993, 1992 and 1991, respectively, are expensed as
incurred.
Earnings Per Share
Earnings per share amounts are computed based on the weighted average number
of shares actually outstanding during the period plus the shares that would
be outstanding assuming the exercise of dilutive stock options, which are
considered to be common stock equivalents. The number of equivalent shares
that would be issued from the exercise of stock options is computed using
the treasury stock method.
Reclassifications
Certain reclassifications of prior years' data have been made to improve
comparability.
B. Accounting Changes
Effective January 1, 1993, the Company adopted, as required, SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions," and
SFAS No. 109, "Accounting for Income Taxes." In the fourth quarter of 1993,
effective January 1, 1993, the Company adopted SFAS No. 112, "Employers'
Accounting for Postemployment Benefits." The incremental after-tax effect
of these accounting changes was a non-cash charge to 1993 earnings of $2.5
or $.03 per share.
SFAS No. 106 requires employers to recognize the costs and obligations for
postretirement benefits other than pensions over the employees' service
lives. Previously, such costs were generally recognized as an expense when
paid. The cumulative effect of implementing SFAS No. 106 as of January 1,
1993 resulted in a non-cash after-tax charge to net income of $89.2 or $1.03
per share.
SFAS No. 109 establishes new accounting and reporting standards for income
taxes and requires adopting the liability method, which replaces the
deferred method required by Accounting Principles Board Opinion (APB) No.
11. The cumulative effect of implementing SFAS No. 109 as of January 1, 1993
resulted in a non-cash increase to net income of $23.5 or $.27 per share.
SFAS No. 112 requires employers to accrue the costs and obligations of
postemployment benefits (severance, disability, and related life insurance
and health care benefits) to be paid to inactive or former employees. Prior
to adoption, the Company had recognized expense for the cost of these
benefits either on an accrual or on an "as paid" basis, depending on the
plan. The cumulative effect of implementing SFAS No. 112 resulted in a
non-cash after-tax charge to net income of $16.1 or $.18 per share as of
January 1, 1993.
-24-
<PAGE>
<PAGE>25
Crown Cork & Seal Company, Inc.
C. Acquisitions
On April 16, 1993, the Company's acquisition of the Van Dorn Company was
completed through the issuance of 3,631,624 shares of the Company's common
stock valued at approximately $140, and the payment in cash of approximately
$37. The cash portion was financed through cash from operations. Van Dorn's
Plastic Machinery Division was then sold on April 20, 1993 for approximately
$81 in cash to an affiliate of Mannesmann Demag, AG. During 1993, the
Company through its affiliate, CONSTAR International, also acquired, in
separate transactions, Wellman, Inc.'s 50% interest in Wellstar Acquisition,
B.V., for consideration of approximately $33 in cash, and the minority
interest in Wellstar Acquisition's affiliate, Wellstar Holding, B.V. The
Company now owns 100% of Wellstar Holding.
During 1992, the Company acquired the outstanding stock of Constar
International, Inc. (CONSTAR) for approximately $519 in cash, which was
financed through bank borrowings. Additionally, during 1992, the Company
acquired in separate transactions with an aggregate cost of approximately
$20, the stock of a tooling and machine overhaul company in Wisconsin, the
assets of a coil coating facility in Ohio and the assets of a crown
manufacturer in Texas. The cost of these acquisitions was financed through
cash from operations.
In 1991, the Company acquired all of the outstanding stock of Continental
Can International Corporation, Inc. (Continental International) from
Continental Can Europe, Inc. for $125 in cash of which $94 was financed
through bank borrowings. Included in this acquisition were a wholly-owned
subsidiary in Mexico, a majority-owned subsidiary in Hong Kong and minority
interests in joint ventures in the Middle East, Asia and South America.
During 1991, the Company also acquired, in separate transactions with an
aggregate cost of approximately $110, the stock of machinery operations in
Florida and the Philadelphia area, the stock of a can manufacturer in
Orlando, Florida, the assets of a beverage closure business in Virginia and
the assets of a can manufacturer in Canada. The cost of these acquisitions
was funded through the issuance of 469,800 shares of the Company's common
stock valued at approximately $13 and cash of approximately $97. The cash
portion was financed through bank borrowings of approximately $85 and cash
from operations of approximately $12.
For financial reporting purposes, all of the acquisitions above were treated
as purchases. An excess purchase price of approximately $632 has been
determined, based upon the fair values of assets acquired and liabilities
assumed in connection with the above acquisitions. A final allocation of the
purchase price for 1993 acquisitions will be determined during 1994 when
appraisals and other studies, particularly relating to restructuring costs,
are completed. The operating results of each acquisition are included in
consolidated net income from the date of acquisition.
The following represents the unaudited pro forma results of operations as
if the above noted business combinations had occurred at the beginning of
the respective year in which the companies were acquired as well as at the
beginning of the immediately preceding year:
<TABLE>
<CAPTION>
(unaudited) 1993 1992
---- ----
<S> <C> <C>
Net sales $ 4,250.3 $ 4,630.1
Income before income taxes and cumulative
effect of accounting changes 275.5 242.6
Net income before cumulative effect
of accounting changes 179.2 147.2
Earnings per average common share before
cumulative effect of accounting changes $ 2.06 $ 1.69
</TABLE>
The pro forma operating results include each company's results of operations
for the indicated years with increased depreciation and amortization on
property, plant and equipment along with other relevant adjustments to
reflect fair market value. Interest expense on the acquisition borrowings
has also been included.
-25-
<PAGE>
<PAGE>26
Crown Cork & Seal Company, Inc.
The pro forma information given above does not purport to be indicative of
the results that actually would have been obtained if the operations were
combined during the periods presented, and is not intended to be a
projection of future results or trends.
D. Receivables
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Accounts and notes receivable $ 482.3 $ 533.1
Less: Allowance for possible losses (6.2) (6.7)
-------- --------
Net trade receivables 476.1 526.4
Miscellaneous receivables 56.8 57.4
-------- --------
$ 532.9 $ 583.8
======= =======
</TABLE>
E. Inventories
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Finished goods and work in process $ 329.7 $ 327.4
Raw materials and supplies 370.0 332.5
-------- --------
$ 699.7 $ 659.9
======= =======
</TABLE>
Approximately 57% and 53% of worldwide inventories at December 31, 1993 and
1992, respectively, were stated on the last-in, first-out (LIFO) method of
inventory valuation. Had average cost (which approximates replacement cost)
been applied to such inventories at December 31, 1993 and 1992, total
inventories would have been $26.8 and $37.6 higher, respectively.
F. Investments
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
January 1 $ 55.6 $ 44.5
Change in reporting entity (17.7) (6.3)
Dividends received from equity affiliates (7.1) (4.6)
Equity in earnings of joint ventures 5.0 6.3
Sale of investments (2.8)
Change in cumulative translation on net
assets of equity affiliates (.3) (3.9)
Acquisition of equity and investments in
joint ventures $ 9.9 $ 19.6
------- -------
December 31 $ 42.6 $ 55.6
======= =======
</TABLE>
In January 1993, the Company sold 30% of its joint venture interest located
in Saudi Arabia.
During 1993, Constar International, a wholly-owned subsidiary, invested $9.9
in new joint ventures, primarily in Mexico and Turkey.
In October 1992, the Company acquired all the outstanding stock of Constar
International. With this acquisition the Company acquired a direct voting
interest in Wellstar Acquisition, B.V. (Wellstar), a Dutch joint venture.
During 1993, the Company acquired the remaining interest in Wellstar and has
consolidated its results since acquiring a majority interest.
-26-
<PAGE>
<PAGE>27
Crown Cork & Seal Company, Inc.
During 1992, the Company determined that it had operational and financial
control over its joint venture investment located in China. Accordingly, the
Company has consolidated the financial results of this joint venture in
1992. The effect on the Company's financial position is not significant.
There was no effect on consolidated 1992 net income and prior periods have
not been restated for this change in reporting entity.
G. Property, Plant and Equipment
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Buildings $ 422.0 $ 336.5
Machinery and equipment 1,781.9 1,566.6
-------- --------
2,203.9 1,903.1
Less: Accumulated depreciation and
amortization (889.1) (742.6)
-------- --------
1,314.8 1,160.5
Land 92.0 76.2
Construction in progress 186.7 136.6
-------- --------
$1,593.5 $1,373.3
========= =========
</TABLE>
H. Consolidated Non-U.S. Subsidiaries
The condensed financial statements of the majority-owned non-U.S.
subsidiaries are as follows:
<TABLE>
<CAPTION>
Statements of income 1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Net sales $ 1,320.6 $ 1,369.6 $ 1,342.7
Costs, expenses and other income (1,244.1) (1,326.2) (1,270.4)
Translation and exchange adjustments (10.7) (11.0) (7.0)
Provision for income taxes (21.9) (19.3) (25.7)
Minority interests (6.5) (4.6) (3.1)
---------- ---------- ----------
Net income before changes in
accounting $ 37.4 $ 8.5 $ 36.5
========== ========== ==========
</TABLE>
Net income from consolidated non-U.S. subsidiaries in 1992 reflects the
Company's continuing efforts to restructure its businesses in Europe and
Canada.
Foreign exchange losses emanate primarily from the Company's holdings in
Latin America. In 1991, the functional currency for the Company's affiliates
in Mexico was changed to the local currency in accordance with the
provisions of SFAS No. 52.
On May 16, 1991, the Company acquired all the outstanding stock of
Continental Can International Corporation. With this acquisition, the
Company acquired a wholly-owned subsidiary in Mexico and a majority-owned
affiliate in Hong Kong. The results of operations from the date of
acquisition and the financial position are consolidated herein.
-27-
<PAGE>
<PAGE>28
Crown Cork & Seal Company, Inc.
Combined net assets of non-U.S. subsidiaries reflected in the Consolidated
Balance Sheets are:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Cash and cash equivalents $ 29.1 $ 26.8
Other current assets 470.5 463.7
Goodwill (net) 195.3 148.5
Property, plant and equipment (net) 575.7 488.4
Other assets 31.0 29.3
------- -------
Total assets 1,301.6 1,156.7
------- -------
Current liabilities 403.8 400.3
Long-term debt 91.6 89.0
Deferred income taxes 19.6 55.8
Minority interests 53.7 45.6
Other liabilities 68.3 50.0
------- -------
Total liabilities 637.0 640.7
------- -------
Net assets $ 664.6 $ 516.0
======= =======
</TABLE>
I. Short-Term Debt
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Commercial paper $ 324.0 $ 154.0 $ 61.3
Notes payable to banks/overdrafts 48.9 39.4 16.6
------- ------- -------
$ 372.9 $ 193.4 $ 77.9
======= ======= =======
Weighted average interest rates on debt at year end:
Commercial paper 3.5% 5.4% 8.0%
Notes and overdrafts 8.5% 6.7% 17.5%
Weighted average interest rates on debt outstanding
during year:
Commercial paper 3.6% 5.0% 7.3%
Notes and overdrafts 9.2% 11.3% 13.8%
Weighted average amount of debt
outstanding during the year $ 529.5 $ 255.7 $ 289.3
Maximum short-term borrowings during the year $ 651.1 $ 342.6 $ 397.2
</TABLE>
Domestic and Canadian operations' working capital requirements are funded
on a short-term basis through the issuance of commercial paper. Short-term
funds for certain international operations are obtained through bank
overdrafts and short-term notes payable.
The weighted average interest rates for the years ending December 31, 1993,
1992 and 1991 were determined using the average rate for each month.
The Company has additional unused lines of credit amounting to $550
available under formal borrowing arrangements with various banks.
-28-
<PAGE>
<PAGE>29
Crown Cork & Seal Company, Inc.
J. Accounts Payable and Accrued Liabilities
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Trade accounts payable $ 492.9 $ 446.7
Employee benefits 136.2 131.6
Salaries, wages and other compensation 23.2 23.6
Environmental 3.3 3.3
Restructuring 54.3 64.6
Deferred taxes 11.9
Other 73.5 60.6
------- -------
$ 795.3 $ 730.4
======= =======
</TABLE>
Cash payments for interest were $82.2 in 1993, $78.4 in 1992 and $87.3 in
1991.
K. Other Non-Current Liabilities
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Postemployment benefits $ 17.3
Restructuring 50.9 $ 30.3
Deferred taxes 19.6 196.4
Environmental 8.0 8.0
Other 20.4 28.3
------ ------
$ 116.2 $ 263.0
====== ======
</TABLE>
Recognition of tax benefits associated with postretirement benefits resulted
in a decrease of $190.4 in the deferred tax liability.
-29-
<PAGE>
<PAGE>30
Crown Cork & Seal Company, Inc.
L. Long-Term Debt
<TABLE>
<CAPTION>
Long-term debt at December 31, consisted of the following: 1993 1992
---- ----
<S> <C> <C>
Private placements:
9.17% notes due 6/30/93 $ 100.0
8.49% notes due in three installments of $50
from 3/31/94 through 3/31/96 $ 150.0 150.0
Floating Rate Bank Term Loan due in three installments
of $50 from 12/31/95 through 12/31/97 150.0 150.0
Floating Rate Bank Term Loan due 4/16/94 525.0
Constar 10.12% senior notes due in installments of
$5 from 9/15/93 through 9/15/98 25.0 30.0
Van Dorn 8.62% senior notes due in installments of
$4.47 from 12/1/93 through 12/1/01 35.8
5.875% notes due 4/15/98 100.0
6.75% notes due 4/15/03 199.3
8.00% debentures due 4/15/23 199.3
Other notes at various rates .9
------ ------
Total United States 859.4 955.9
Canadian dollar private placements:
12.58% notes due 3/29/93 78.7
11.75% notes due 3/30/94 37.8 39.3
11.50% notes due 3/30/95 37.8 39.3
Hong Kong dollar notes: (1)
Hibor + 1/2% (approx 4.25%) due in installments
through 12/31/94 1.7 3.5
Hibor + 1/2% (approx 4.25%) due in installments
through 7/31/93 1.2
Emirates Can Company term loan: (1)
Dibor + 1% (approx 4%) due in twenty quarterly
payments from 3/94 to 12/98 14.0 7.7
Aluplata Opic Finance Agreement: (2)
7.735% notes due in equal semi-annual installments
from 7/96 through 1/02 28.8
Belgium 3 year revolving loan agreement: (3)
Bibor + 40 bp (approx 7.8%) repayment required 12/96 13.8
Italy 5.61% bank note, final installment due 4/94 .1 .3
------ ------
Total International 134.0 170.0
------ ------
Less: Current maturities (101.9) (186.0)
------ ------
Total Long-term debt $ 891.5 $ 939.9
====== ======
<FN>
Notes:
(1) Such indebtedness is non-recourse to the Company and is guaranteed
only by the assets of the respective subsidiary.
(2) Such indebtedness becomes non-recourse to the Company upon
satisfaction of project completion requirements.
(3) Total facility is for 1,500 Belgian Francs. At December 31, 1993,
500 Belgian Francs were drawn.
</TABLE>
The aggregate maturities on all long-term debt are $101.9, $150.1, $128.5,
$67.1 and $117.1 for each of the years ending December 31,1994 through 1998,
respectively.
-30-
<PAGE>
<PAGE>31
Crown Cork & Seal Company, Inc.
Proceeds from the shelf registration filed in January 1993 were used to
repay the $525 term loan. The Company has $100 remaining on the shelf
registration.
The carrying value of total debt as of December 31, 1993 and 1992 does not
differ materially from its estimated market value.
M. Stock Options
All amounts below have been adjusted to reflect the 3 for 1 stock split to
shareholders of record as of May 12, 1992.
In accordance with the Incentive Stock Option Plan adopted in December 1983,
options to purchase 7,200,000 Common Shares have been granted to officers
and key employees. Options were granted at market value on the date of grant
and are exercisable beginning one year from date of grant and terminate up
to ten years from date of grant.
<TABLE>
<CAPTION>
Transactions for 1993, 1992 and 1991 are as follows: 1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Options outstanding January 1 482,040 841,275 1,171,854
Granted 0 0 0
Exercised (366,540) (348,735) (326,079)
Canceled (16,500) (10,500) (4,500)
-------- -------- --------
Options outstanding at December 31 99,000 482,040 841,275
======== ======== ========
Options price range at December 31 $10.44 $10.44 $8.65
to to
$14.08 $14.08
Options exercisable at December 31 9,000 182,040 232,650
Options available for grant at December 31 0 0 0
</TABLE>
In accordance with the non-qualified Stock Option Plan for senior
executives, adopted in July 1984, options to purchase 1,980,000 Common
Shares have been granted. Options were granted at market value on the date
of grant and are exercisable beginning two years from date of grant and
terminate five years from date of grant.
<TABLE>
<CAPTION>
Transactions for 1993, 1992 and 1991 are as follows: 1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Options outstanding January 1 56,250 135,000 146,250
Granted 0 0 0
Exercised (56,250) (78,750) (11,250)
Canceled 0 0 0
-------- -------- --------
Options outstanding at December 31 0 56,250 135,000
======== ======== ========
Options price range at December 31 $12.62 $10.81
to to
$14.25 $15.83
Options exercisable at December 31 0 33,750 11,250
Options available for grant at December 31 0 0 0
</TABLE>
In accordance with the 1990 Stock-Based Incentive Compensation Plan adopted
in December 1990, options to purchase 6,000,000 common shares can be granted
to officers and key employees. Options were granted at market value on the
date of grant and are exercisable beginning one to two years from date of
grant and terminate up to ten years from date of grant. On April 25, 1991,
the shareholders
-31-
<PAGE>
<PAGE>32
Crown Cork & Seal Company, Inc.
approved the proposal to amend the 1990 Stock-Based Incentive Compensation
Plan to increase the number of shares available for awards by 1,500,000 to
an aggregate of 6,000,000 shares.
<TABLE>
<CAPTION>
Transactions for 1993, 1992 and 1991 are as follows: 1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Options outstanding January 1 4,005,300 4,513,500 3,516,000
Granted 765,854 283,800 1,243,500
Exercised (971,589) (585,375) 0
Canceled (276,250) (206,625) (246,000)
--------- --------- ---------
Options outstanding at December 31 3,523,315 4,005,300 4,513,500
========= ========= =========
Options price range at December 31 $16.96 $16.96 $16.96
to to to
$40.00 $38.50 $23.33
Options exercisable at December 31 572,436 384,375 0
Options available for grant at December 31 919,721 1,409,325 1,486,500
</TABLE>
N. Pensions and Other Retirement Benefits
Pensions
The Company sponsors various pension plans, covering substantially all U.S.,
Canadian and some non-U.S. and non-Canadian employees and participates in
certain multi-employer pension plans. The company-sponsored plans are
currently funded. The benefits for these plans are based primarily on years
of service and the employees' remuneration near retirement. Contributions
to multi-employer plans in which the Company and its non-U.S. and
non-Canadian subsidiaries participate are determined in accordance with the
provisions of negotiated labor contracts or applicable local regulations.
Plan assets of company-sponsored plans of $1,253.4 consist principally of
common stocks, including $241.3 of the Company's common stock.
Pension income amounted to $18.6 (including expense of $5.7 for non-company
sponsored plans) in 1993, income of $4.8 (including expense of $6.0 for
non-company sponsored plans) in 1992 and expense of $14.8 (including expense
of $3.8 for non-company sponsored plans) in 1991. Pension cost for non-U.S.
and non-Canadian plans in 1993, 1992 and 1991 was determined under statutory
accounting principles which are not considered materially different from
U.S. generally accepted accounting principles.
The 1993, 1992 and 1991 components of pension cost for company-sponsored
plans were as follows:
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Service cost-benefits earned during the period $ 11.4 $ 12.6 $ 9.5
Interest cost on projected benefit obligations 99.3 100.7 90.3
Return on assets:
- actual (133.5) (134.1) (261.0)
- deferred gain 4.7 13.4 174.0
Amortization of net unrecognized gain at
January 1, 1986 (.7) (.7) (.7)
Amortization of net unrecognized gain (5.5) (3.9) (1.1)
Cost attributable to plant closings 1.2
------- ------- -------
Total pension (income) cost ($ 24.3) ($ 10.8) $ 11.0
======= ======= =======
</TABLE>
-32-
<PAGE>
<PAGE>33
Crown Cork & Seal Company, Inc.
The funded status of company-sponsored plans, including the assets and
liabilities assumed in connection with acquisitions, at December 31, 1993
and 1992 was as follows:
<TABLE>
<CAPTION>
Plans in which
----------------
Accumulated Assets Exceeded
Benefits Accumulated
Exceeded Assets Benefits
--------------- ---------------
1993 1992 1993 1992
---- ---- ---- ----
<S> <C> <C> <C> <C>
Actuarial present value of:
Vested benefit obligation ($1,058.2) ($652.1) ($236.5) ($509.3)
Non-vested benefits (13.2) (15.2) (2.6) (4.6)
-------- -------- -------- --------
Accumulated benefit obligation ($1,071.4) ($667.3) ($239.1) ($513.9)
======== ======== ======== ========
Actuarial present value of projected
benefit obligation ($1,085.4) ($673.9) ($261.9) ($541.1)
Plan assets at fair value 901.8 564.2 351.6 636.8
-------- -------- -------- --------
Plan assets in excess of (less than) projected
benefit obligation (183.6) (109.7) 89.7 95.7
Unrecognized (gain) loss at January 1, 1986 .5 .5 (6.0) (6.9)
Unrecognized net (gain) loss since 1986 96.6 (.1) (32.6) (57.9)
Unrecognized prior service cost 1.7 1.1 1.6 2.0
Minimum liability (84.8) (12.2)
-------- -------- -------- --------
(Accrued)/Prepaid pension cost at
December 31 ($169.6) ($120.4) $52.7 $32.9
======== ======== ======== ========
</TABLE>
In addition to total pension (income) cost shown above, accrued pension cost
includes $36.1 and $10.5 related to plan curtailments resulting from plant
closings in 1992 and 1991, respectively, the effects of which were allocated
to the purchase price of acquired companies.
The Company recognized a minimum pension liability for underfunded plans.
The minimum liability is equal to the excess of the accumulated benefit
obligation over plan assets. A corresponding amount is recognized as either
an intangible asset, to the extent of previously unrecognized prior service
cost and previously unrecognized transition obligation, or a reduction of
shareholders' equity. The Company had recorded additional liabilities of
$84.8 and $12.2 as of December 31, 1993 and 1992, respectively. An
intangible asset of $1.5 and a shareholders' equity reduction, net of income
taxes, of $46.3 was recorded as of December 31, 1993. The additional
liability recognized at December 31, 1992 was allocated to the purchase
price of acquired companies.
The weighted average actuarial assumptions for the Company's pension plans
are as follows:
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Discount rate 7.1% 8.8% 8.6%
Compensation increase 5.2% 5.2% 5.2%
Long-term rate of return 11.0% 11.0% 10.0%
</TABLE>
Other Postretirement Benefit Plans
The Company and certain subsidiaries sponsor unfunded plans to provide
health care and life insurance benefits to pensioners and survivors.
Generally, the medical plans pay a stated percentage of medical expenses
reduced by deductibles and other coverages. Life insurance benefits are
generally provided by
-33-
<PAGE>
<PAGE>34
Crown Cork & Seal Company, Inc.
insurance contracts. The Company reserves the right, subject to existing
agreements, to change, modify or discontinue the plans.
<TABLE>
<CAPTION>
The net postretirement benefit cost for 1993 was comprised of the following
components:
<S> <C>
Service cost for benefits earned during
the year $ 3.6
Interest cost on accumulated postretirement
benefit obligation 45.0
--------
Net postretirement benefit cost $ 48.6
========
</TABLE>
Health care claims and life insurance benefits paid totaled $41.6 in 1993,
$35.2 in 1992 and $25.1 in 1991.
<TABLE>
<CAPTION>
The following provides a reconciliation of the accumulated postretirement
benefit obligation to the liabilities recognized in the Company's balance
sheet as of December 31, 1993:
<S> <C>
Retirees ($ 461.2)
Fully eligible active plan participants (96.7)
Other active plan participants (79.2)
-------
Total accumulated obligation (637.1)
Unrecognized net loss 89.1
-------
Accrued postretirement benefit
obligation ($ 548.0)
=======
</TABLE>
The health care accumulated postretirement benefit obligation was determined
using a health care cost trend rate of 12.5% decreasing to 7% over fifteen
years. The assumed long-term rate of compensation increase used for life
insurance was 5%. The discount rate used was 7.1%. Changing the assumed
health care cost trend rate by one percentage point in each year would
change the accumulated postretirement benefit obligation by $50.0 and the
postretirement net benefit cost by $4.1.
Employee Savings Plan
The Company, commencing in 1991, sponsors a Savings Investment Plan which
covers all domestic salaried employees who are 21 years of age with one or
more years of service. The Company matches with equivalent value of Company
stock, up to 1.5% of a participant's compensation. The Company's 1993, 1992
and 1991 contributions were approximately $.9, $.9 and $.6, respectively.
O. Income Taxes
In August 1993, a new income tax law was enacted which increased the maximum
corporate income tax rate from 34 percent to 35 percent. The impact on
deferred tax assets and liabilities from this change was not significant.
Pretax income before cumulative effect of accounting changes for the years
ended December 31 was taxed under the following jurisdictions:
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Domestic $ 214.0 $ 222.3 $ 143.5
Foreign 65.8 32.4 65.3
------- ------- -------
$ 279.8 $ 254.7 $ 208.8
======= ======= =======
</TABLE>
-34-
<PAGE>
<PAGE>35
Crown Cork & Seal Company, Inc.
<TABLE>
<CAPTION>
The provision for income taxes consists of the following:
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Current tax provision:
U.S. Federal $ 6.0 $ 25.5
State and foreign $ 17.8 26.3 16.0
------- ------- -------
17.8 32.3 41.5
------- ------- -------
Deferred tax provision:
U.S. Federal 74.5 73.5 31.4
State and foreign 5.1 (4.8) 10.9
------- ------- -------
79.6 68.7 42.3
------- ------- -------
$ 97.4 $ 101.0 $ 83.8
======= ======= =======
</TABLE>
The provision for income taxes differs from the amount of income tax
determined by applying the applicable U.S. statutory federal income tax rate
to pretax income as a result of the following differences:
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Statutory U.S. tax rates 35.0% 34.0% 34.0%
Non-U.S. operations taxed at higher rates 1.2 4.7 4.3
Other items, net (1.4) 1.0 1.8
----- ----- -----
Effective income tax rate 34.8% 39.7% 40.1%
===== ===== =====
</TABLE>
The Company paid federal, state, local and foreign (net) income taxes of
$11.7 for 1993, $38.7 for 1992 and $70.1 for 1991.
The components of deferred tax assets and liabilities at December 31, 1993
follow:
<TABLE>
<CAPTION>
Asset Liability
----- ---------
<S> <C> <C>
Depreciation $ 219.2
Postretirement and postemployment benefits $ 197.2
Accruals 13.0
Inventories 47.2
Tax loss carryforwards 37.2
Restructuring 34.2
Other 17.6 12.4
----- -----
299.2 278.8
Valuation allowance (31.3)
----- -----
$ 267.9 $ 278.8
===== =====
</TABLE>
Other non-current assets includes $20.6 of deferred tax assets.
-35-
<PAGE>
<PAGE>36
Crown Cork & Seal Company, Inc.
Approximately $37.2 of deferred tax assets relating to net operating losses
and tax basis differences were available in various foreign tax
jurisdictions at December 31, 1993, expiring in the following years:
1994 $ .1
1995 .3
1996 .2
1997 2.9
1998 4.6
1999 1.6
2000 2.2
2001 1.3
Unlimited 24.0
-----
Total 37.2
Portion applicable to
minority interests (4.0)
-----
Net future benefit available $ 33.2
=====
The Company believes that it is more likely than not that $3.8 of these
benefits will be realized by offsetting existing taxable temporary
differences that will reverse within the carryforward period. An additional
$2.1 is expected to be realized by achieving future profitable operations
based on actions taken by the Company.
No net benefit has been recorded for the remaining items. Future recognition
of these carryforwards will be made either when the benefit is realized or
when it has been determined that it is more likely than not that the benefit
will be realized against future earnings. No other tax operating loss or
credit carryforwards exist for which the Company has recognized a net
financial benefit.
The cumulative amount of the Company's share of undistributed earnings of
non-U.S. subsidiaries for which no deferred taxes have been provided was
$401.2, $385.2 and $419.1 as of December 31, 1993, 1992 and 1991,
respectively. Management has no plans to distribute such earnings in the
foreseeable future.
P. Minority Interests
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
January 1 $ 45.6 $ 14.2
Formation of new jointly-owned subsidiaries 7.7 24.4
Minority interest in net income of
consolidated subsidiaries 6.5 4.6
Change in cumulative translation adjustment (5.4) (.5)
Dividends paid to minority shareholders (1.3) (3.4)
Investment by minority holders .6
Change in reporting entity 6.3
----- -----
December 31 $ 53.7 $ 45.6
===== =====
</TABLE>
During 1993, the Company formed jointly-owned subsidiaries in China.
During 1992, the Company formed jointly-owned subsidiaries in the United
Arab Emirates (Dubai) and South Africa.
-36-
<PAGE>
<PAGE>37
Crown Cork & Seal Company, Inc.
Q. Leases
Minimum rental commitments under all noncancelable operating leases,
primarily real estate, in effect at December 31,1993 are:
Years ending December 31
1994 $ 21.7
1995 17.8
1996 12.7
1997 10.2
1998 9.4
Thereafter 11.7
------
Total minimum payments 83.5
Less: Total minimum sublease
rentals (6.5)
------
Net minimum rental commitments $ 77.0
Operating lease rental expense (net of sublease rental income of $1.0 in
1993, 1992 and 1991) was $21.9 in 1993, $10.2 in 1992 and $7.9 in 1991.
R. Quarterly Data (unaudited)
<TABLE>
<CAPTION>
1993 1992
---- ----
First Second Third Fourth First Second Third Fourth
----- ------ ----- ------ ----- ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $913.1 $1,168.6 $1,145.7 $935.2 $839.4 $1,018.1 $1,020.9 $902.3
Cost of products sold 813.9 1,023.0 997.3 831.5 749.6 888.3 892.4 809.5
Net income before
cumulative effect of
accounting changes 29.4 56.6 59.7 35.2 26.4 48.7 50.5 29.8
Cumulative effect of
accounting changes (81.8)
Net income (loss) (52.4) 56.6 59.7 35.2 26.4 48.7 50.5 29.8
Per share
Income before
cumulative effect of
accounting changes .35 .65 .68 .40 .30 .56 .58 .35
Cumulative effect of
accounting changes (.96)
Net income (loss) (.61) .65 .68 .40 .30 .56 .58 .35
Market Price
High 40 7/8 40 38 1/8 41 7/8 30 1/2 34 1/2 36 7/8 41 1/8
Low 35 36 33 1/4 35 1/4 27 3/8 29 7/8 30 5/8 34 3/8
</TABLE>
The closing price of the Company's common stock at December 31, 1993 and
1992 was $41.88 and $39.88, respectively.
-37-
<PAGE>
<PAGE>38
Crown Cork & Seal Company, Inc.
Restatement of previously reported 1993 quarterly data to reflect accounting
changes resulted in an increase in the net loss of $16.1 and an increase in
the net loss per share of $.18 for the first quarter of 1993. The
restatement does not have a material effect on net income for the second and
third quarters of 1993.
S. Segment Information by Industry and Geographic Area
A. Industry Segment
<TABLE>
<CAPTION>
Net Operating % To Identifiable Depreciation Capital
1993 Sales Profit Net Sales Assets & Amortization Expenditures
----- ------ --------- -------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Metal Packaging &
Other . .(2) $3,367.0 $308.5 9.2 $3,139.3 $140.0 $152.3
Plastic Packaging 795.6 70.2 8.8 1,023.4 51.7 119.0
------- ------- ------- ------- ------- -------
Consolidated . . (6) $4,162.6 $378.7(4) 9.1 $4,162.7(5) $191.7 $271.3
======= ======= ======= ======= ======= =======
1992
Metal Packaging
& Other . . (2) $3,573.1 $296.4 8.3 $3,014.0 $128.5 $133.2
Plastic Packaging 207.6 23.6 11.4 784.2 13.9 17.4
------- ------- ------- ------- ------- -------
Consolidated . . (6) $3,780.7 $320.0(4) 8.5 $3,798.2(5) $142.4 $150.6
======= ======= ======= ======= ======= =======
1991
Metal Packaging
& Other . . (2) $3,733.0 $261.4 7.0 $2,867.9 $121.9 $87.9
Plastic Packaging 74.4 10.6 14.2 75.4 6.5 4.3
------- ------- ------- ------- ------- -------
Consolidated $3,807.4 $272.0(4) 7.1 $2,943.3(5) $128.4 $92.2
======= ======= ======= ======= ======= =======
B. Geographic Area
1993
United States $2,842.0 $290.2 10.2 $2,890.2 $133.2 $139.8
Europe 569.1 32.4 5.7 461.1 25.4 57.0
North and Central America 464.0 23.3 5.0 528.8 24.0 14.2
Other Non-U.S. 287.5 32.8 11.4 282.6 9.1 60.3
------- ------- ------- ------- ------- -------
Consolidated . . (6) $4,162.6(1) $378.7(4) 9.1 $4,162.7(5) $191.7 $271.3
======= ======= ======= ======= ======= =======
1992
United States $2,411.1 $252.8 10.5 $2,668.3 $90.7 $87.5
Europe 580.2 28.4(3) 4.9 325.7 19.0 21.6
North and Central America 497.1 9.1(3) 1.8 599.0 24.7 15.9
Other Non-U.S. 292.3 29.7 10.2 205.2 8.0 25.6
------- ------- ------- ------- ------- -------
Consolidated . . (6) $3,780.7(1) $320.0(4) 8.5 $3,798.2(5) $142.4 $150.6
======= ======= ======= ======= ======= =======
1991
United States $2,464.7 $169.2 6.9 $1,764.0 $79.9 $52.3
Europe 539.9 43.8 8.1 337.4 19.0 13.7
North and Central America 547.1 28.3 5.2 680.5 23.9 22.0
Other Non-U.S. 255.7 30.7 12.0 161.4 5.6 4.2
------- ------- ------- ------- ------- -------
Consolidated $3,807.4(1) $272.0(4) 7.1 $2,943.3(5) $128.4 $92.2
======= ======= ======= ======= ======= =======
</TABLE>
(1) Transfers between Geographic Areas are not material.
(2) Within "Metal Packaging and Other" is the Company's machinery
operation which along with other non-metal packaging domestic
affiliates are not significant individually or in the aggregate so
as to be reported as a separate segment.
-38-
<PAGE>
<PAGE>39
Crown Cork & Seal Company, Inc.
(3) Operating profit for 1992 in Europe and North and Central America
includes charges made during the year relating to the Company's
continuing efforts to restructure its businesses in these regions.
(4) The following reconciles operating profit to pre-tax income:
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Operating profit $ 378.7 $ 320.0 $ 272.0
Interest and other corporate
income (expense)* (98.9) (65.3) (63.2)
------- ------- -------
Pre-tax income $ 279.8 $ 254.7 $ 208.8
======= ======= =======
</TABLE>
* Includes interest income and expense along with other corporate income
and expense items, such as exchange gains and losses and goodwill
amortization.
(5) The following reconciles identifiable assets to total assets:
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Identifiable assets $4,162.7* $3,798.2** $2,943.3***
Corporate assets 54.2 26.9 20.2
------- ------- -------
Total assets $4,216.9 $3,825.1 $2,963.5
======== ======== ========
</TABLE>
* Included in identifiable assets for 1993 is:
(a) "United States," $96, relating to the acquisition of the Van Dorn
Company.
(b) "Europe," $42, relating to the acquisition of the remaining
interest in CONSTAR International's affiliate, Wellstar
Acquisition, B.V. and its affiliate Wellstar Holdings, B.V.
** Included in identifiable assets for 1992 is $525, relating to the
acquisition of Constar International.
*** Included in identifiable assets for 1991 is:
(a) "United States," $150.1, relating to the acquisition of
Continental Can International Corporation and other domestic
companies as outlined in Note C to the financial statements.
(b) "North America," $61.4, relating to the acquisition of
Continental Can International's affiliate in Mexico.
(c) "Other Non-U.S.," $40.1, relating to the acquisition of
Continental Can International's affiliate in Hong Kong.
(6) For the year ended December 31, 1993 and prior to 1992, no one
customer accounted for more than 10% of the Company's net sales. For
1992, one customer accounted for approximately 10.6% of the Company's
net sales.
Included in "Other Non-U.S." are affiliates in South America, Africa, Asia
and the Middle East. Figures for the United States are not comparable due
to the late 1992 acquisition of Constar International and the April 1993
acquisition of the Van Dorn Company. Figures for Europe are not comparable
due to the 1993 acquisitions of Wellman's interest in Wellstar Acquisition,
B.V. and the minority interest in Wellstar Acquisition's affiliate, Wellstar
Holding, B.V.
Certain reclassifications of prior years' data have been made to improve
comparability.
-39-
<PAGE>
<PAGE>40
Crown Cork & Seal Company, Inc. and its Consolidated Subsidiaries
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
(in millions) For the Year Ended December 31, 1993
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------- -------- -------- -------- --------
Other
Balance at Charges Balance at
Beginning Additions Additions End of
Classification of Period at Cost Retirements (Deductions) Period
- -------------- ---------- --------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Assets at Cost
Land $ 76 $ 0 $ 2 $ 18* $ 92
Buildings and Facilities 337 44 18 59* 422
Machinery and Equipment 1567 177 75 113* 1782
Construction in Progress 136 50 2 3* 187
------ ------ ------ ------ ------
$2,116 $ 271 $ 97 $ 193* $2,483
------ ------ ------ ------ ------
<FN>
* Includes $115 million of acquisition costs for the acquisitions of the
Van Dorn Company and Wellstar and $108 million for the impact of
SFAS 109 partially offset by $41 million for translation adjustments.
</TABLE>
(in millions) For the Year Ended December 31, 1992
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------- -------- -------- -------- -------- --------
Other
Balance at Charges Balance at
Beginning Additions Additions End of
Classification of Period at Cost Retirements (Deductions) Period
- -------------- ---------- --------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Assets at Cost
Land $ 102 $ 2 $ 21 $ (7)* $ 76
Buildings and Facilities 295 19 7 30 * 337
Machinery and Equipment 1429 89 35 84 * 1567
Construction in Progress 72 41 6 29 * 136
------ ------ ------ ------ ------
$1,898 $ 151 $ 69 $ 136 * $2,116
------ ------ ------ ------ ------
<FN>
* Includes $219 million of acquisition cost for the various 1992
acquisitions of which $186 million is for the October 1992 acquisition
of Constar International, partially offset by $72 million for
translation adjustments.
</TABLE>
(in millions) For the Year Ended December 31, 1991
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------- -------- -------- -------- -------- --------
Other
Balance at Charges Balance at
Beginning Additions Additions End of
Classification of Period at Cost Retirements (Deductions) Period
- -------------- ---------- --------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Assets at Cost
Land $ 87 $ 1 $ 0 $ 14 * $ 102
Buildings and Facilities 245 22 2 21 * 295
Machinery and Equipment 1416 43 21 (9)* 1429
Construction in Progress 47 26 1 0 * 72
------ ------ ------ ------ ------
$1,804 $ 92 $ 24 $ 26 * $1,898
------ ------ ------ ------ ------
<FN>
* Included $93 million of acquisition cost for the various 1991
acquisitions which individually are not significant. Also included in
the finalization of asset valuations for Continental Food and Beverage
which was performed in accordance with the guideline presented in APB
16.
</TABLE>
Note: The lives assigned to plant and equipment for depreciation purposes
are:
Buildings and Facilities 12 to 40 years
Machinery and Equipment 5 to 14 years
-40-
<PAGE>
<PAGE>41
Crown Cork & Seal Company, Inc. and its Consolidated Subsidiaries
SCHEDULE VI - ACCUMULATED DEPRECIATION OF PLANT AND EQUIPMENT
(in millions) For the Year Ended December 31, 1993
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------- -------- -------- -------- -------- --------
Additions Other
Balance at Charged Charges Balance at
Beginning to Costs Additions End of
Classification of Period and Expenses Retirements (Deductions) Period
- -------------------- ------------------------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C>
Buildings and Facilities $ 84 $ 11 $ 4 $ 0 $ 91
Machinery and Equipment 659 150 50 39* 798
------ ------ ------ ------ ------
$ 743 $ 161 $ 54 $ 39 $ 889
------ ------ ------ ------ ------
<FN>
* Includes $56 million for the impact of SFAS 109 partially offset by $17
million for translation adjustments.
</TABLE>
(in millions) For the Year Ended December 31, 1992
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------- -------- -------- -------- -------- --------
Additions Other
Balance at Charged Charges Balance at
Beginning to Costs Additions End of
Classification of Period and Expenses Retirements (Deductions) Period
- -------------------- ------------------------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C>
Buildings and Facilities $ 66 $ 12 $ 3 $ 9 $ 84
Machinery and Equipment 603 113 29 (28) 659
------ ------ ------ ------ ------
$ 669 $ 125 $ 32 $ (19) $ 743
------ ------ ------ ------ ------
</TABLE>
(in millions) For the Year Ended December 31, 1991
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------- -------- -------- -------- -------- --------
Additions Other
Balance at Charged Charges Balance at
Beginning to Costs Additions End of
Classification of Period and Expenses Retirements (Deductions) Period
- -------------------- ------------------------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C>
Buildings and Facilities $ 69 $ 12 $ 1 $ (14)* $ 66
Machinery and Equipment 550 106 16 (37)* 603
------ ------ ------ ------ ------
$ 619 $ 118 $ 17 $ (51)* $ 689
------ ------ ------ ------ ------
<FN>
* Includes $21 million of acquisition cost for the 1991 acquisitions and
reflects the finalization of asset valuations for Continental Food and
Beverage in accordance with the guidelines of APB 16.
</TABLE>
-41-
<PAGE>
<PAGE>42
Crown Cork & Seal Company, Inc. and its Consolidated Subsidiaries
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
1 OF 2
(In millions) For the year Ended December 31, 1993
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
Balance at Additions Charged Balance at
Beginning to Costs and Deductions - End of
of Period Expenses Write - Offs Period
--------- -------- ------------ -------
<S> <C> <C> <C> <C>
Reserves deducted
from assets to
which they apply:
Allowance for losses
on accounts receivable $6.7 $4.7 $5.2 $6.2
===== ===== ===== =====
</TABLE>
(In millions) For the year Ended December 31, 1992
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
Balance at Additions Charged Balance at
Beginning to Costs and Deductions - End of
of Period Expenses Write - Offs Period
--------- -------- ------------ -------
<S> <C> <C> <C> <C>
Reserves deducted
from assets to
which they apply:
Allowance for losses
on accounts receivable $6.6 $8.4 $8.3 $6.7
===== ===== ===== =====
</TABLE>
(In millions) For the year Ended December 31, 1991
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
Balance at Additions Charged Balance at
Beginning to Costs and Deductions - End of
of Period Expenses Write - Offs Period
--------- -------- ------------ -------
<S> <C> <C> <C> <C>
Reserves deducted
from assets to
which they apply:
Allowance for losses
on accounts receivable $8.6 $2.8 $4.8 $6.6
===== ===== ===== =====
</TABLE>
-42-
<PAGE>
<PAGE>43
Crown Cork & Seal Company, Inc. and its Consolidated Subsidiaries
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
2 OF 2
(In millions) For the year Ended December 31, 1993
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
Balance at Additions Charged Balance at
Beginning to Costs and Deductions - End of
of Period Expenses Write - Offs Period
--------- -------- ------------ -------
<S> <C> <C> <C> <C>
Reserves deducted
from assets to
which they apply:
Accumulated Amortization
of Intangibles including
goodwill $37.8 $30.4 ($.3) $68.5
===== ===== ===== =====
</TABLE>
(In millions) For the year Ended December 31, 1992
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
Balance at Additions Charged Balance at
Beginning to Costs and Deductions - End of
of Period Expenses Write - Offs Period
--------- -------- ------------ ------
<S> <C> <C> <C> <C>
Reserves deducted
from assets to
which they apply:
Accumulated Amortization
of Intangibles including
goodwill $24.4 $17.6 $4.2 $37.8
===== ===== ===== =====
</TABLE>
(In millions) For the year Ended December 31, 1991
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
Balance at Additions Charged Balance at
Beginning to Costs and Deductions - End of
of Period Expenses Write - Offs Period
--------- -------- ------------ ------
<S> <C> <C> <C> <C>
Reserves deducted
from assets to
which they apply:
Accumulated Amortization
of Intangibles including
goodwill $14.2 $10.2 -0- $24.4
===== ===== ===== =====
</TABLE>
-43-
<PAGE>
<PAGE>44
Crown Cork & Seal Company, Inc. and its Consolidated Subsidiaries
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
(In millions) For the year ended December 31, 1993
COLUMN A COLUMN B
Item Charged to Costs and
Expenses
Maintenance and repairs $170.6
Depreciation of plant and equipment $161.3
Taxes, other than income (excluding
payroll taxes) $ 54.7
COLUMN A COLUMN B
Item Charged to Costs and
Expenses
Maintenance and repairs $151.9
Depreciation of plant and equipment $124.8
Taxes, other than income (excluding
payroll taxes) $ 39.2 *
(In millions) For the year ended December 31, 1991
COLUMN A COLUMN B
Item Charged to Costs and
Expenses
Maintenance and repairs $154.9
Depreciation of plant and equipment $117.8
Taxes, other than income (excluding
payroll taxes) $ 33.7 *
* Amounts have been restated to exclude payroll taxes so as to be
consistent with the requirements of Item 601 Under Regulation S-K.
-44-
<PAGE>
<PAGE>45
Crown Cork & Seal Company, Inc.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information called for by this Item, Directors and Executive Officers
of the Registrant (except for the information regarding executive officers
called for by Item 401 of Regulation S-K which is included in Part I, Item
4a of this Report on page 8 under the heading "Executive Officers of the
Registrant") is set forth on pages 3, 4 and 5 of the Company's 1994
definitive Proxy Statement in the section entitled "Election of Directors"
and on page 13 in the section entitled "Section 16 Requirements" and is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth on pages 6 through 12 of the Company's 1994
definitive Proxy Statement in the section entitled "Executive Compensation"
is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is set forth on pages 2 through 5 of
the Company's 1994 definitive Proxy Statement in the sections entitled
"Proxy Statement Meeting, April 28, 1994" and "Election of Directors" and
is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is set forth on pages 3, 4 and 5 of
the Company's 1994 definitive Proxy Statement in the section entitled
"Election of Directors" and is incorporated herein by reference
-45-
<PAGE>
<PAGE>46
Crown Cork & Seal Company, Inc.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a) The following documents are filed as part of this report:
(1) All Financial Statements:
Crown Cork & Seal Company, Inc. and Subsidiaries (see Part II pages
19 through 39 of this Report).
(2) Financial Statement Schedules:
Schedule Number
V. - Property, Plant and Equipment (see page 40 of this Report).
VI.- Accumulated Depreciation and Amortization of Property,
Plant and Equipment (see page 41 of this Report).
VIII.- Valuation and Qualifying Accounts and Reserves
(see pages 42 and 43 of this Report).
IX.- Short-term Borrowings (see page 28 of this Report).
X. - Supplementary Income Statement Information
(see page 44 of this Report).
All other schedules have been omitted because they are not applicable
or the required information is included in Financial Statements or
Notes thereto.
(3) Exhibits
3.1 Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 4.1 of the Company's Registration Statement
on Form S-4 filed with the Securities and Exchange Commission on
March 9, 1993 (Registration No. 33-59286)).
3.2 By-laws of the Registrant (incorporated by reference to Exhibit
3(b) of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1991 (File No. 1-2227)).
4.1 Form of the Company's 5-7/8% Note Due 1998 (incorporated by
reference to Exhibit 22 of Registrant's Current Report on Form 8-K
dated April 12, 1993 (File No. 1-2227)).
4.2 Form of the Company's 6-3/4% Note Due 2003 (incorporated by
reference to Exhibit 23 of Registrant's Current Report on Form 8-K
dated April 12, 1993 (File No. 1-2227)).
4.3 Form of the Company's 8% Debenture Due 2023 (incorporated by
reference to Exhibit 24 of Registrant's Current Report on Form 8-K
dated April 12, 1993 (File No. 1-2227)).
4.4 Officers' Certificate of the Company (incorporated by reference to
Exhibit 4.3 of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1993 (File No. 1-2227)).
4.5 Indenture dated as of April 1, 1993 between the Company and
Chemical Bank, as Trustee (incorporated by reference to Exhibit 26
of the Registrant's Current Report on Form 8-K dated April 12,
1993 (File No 1-2227)).
-46-
<PAGE>
<PAGE>47
Crown Cork & Seal Company, Inc.
4.6 Terms Agreement dated March 31, 1993 (incorporated by reference to
Exhibit 27 of the Registrant's Current Report on Form 8-K dated
April 12, 1993 (File No. 1-2227)).
Other long-term agreements of the Registrant are not filed
pursuant to Item 601(b)(4)(iii)(A) of regulation S-K, and the
Registrant agrees to furnish copies of such agreements to the
Securities and Exchange Commission upon its request.
10.1 Crown Cork & Seal Company, Inc. Executive Deferred Compensation
Plan (incorporated by reference to Exhibit 10 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1991
(No. 1-2227)).
10.2 1990 Stock-Based Incentive Compensation Plan (incorporated by
reference to Exhibit 10.2 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992 (File No. 1-2227)).
10.3 Crown Cork & Seal Company, Inc. Restricted Stock Plan for Non-
Employee Directors. (incorporated by the reference to Exhibit
10.3 of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992 (File No. 1-2227)).
10.4 Crown Cork & Seal Company, Inc. 1984 Non-Qualified Stock Option
Plan (incorporated by reference to Exhibit 28 of Registrant's
Registration Statement on Form S-8 (No. 33-06261)).
10.5 Crown Cork & Seal Company, Inc. Retirement Thrift Plan
(incorporated by reference to Exhibit 4.3 of the Registrant's
Registration Statement on Form S-8 (No. 33-50369)).
10.6 Crown Cork & Seal Company, Inc. Stock Purchase Plan (incorporated
by reference to Exhibit 4.3 of the Registrant's Registration
Statement on Form S-8, filed March 16, 1994 (No. 33-52699)).
Exhibits 10.1 through 10.6, inclusive, are management contracts or
compensatory plans or arrangements required to be filed as
exhibits pursuant to Item 14(c) of this Report.
21. Subsidiaries of Registrant.
23. Consent of Independent Accountants.
b) Reports on Form 8-K
There were no reports on Form 8-K by the Registrant during the fourth
quarter of calendar year 1993.
-47-
<PAGE>
<PAGE>48
Crown Cork & Seal Company, Inc.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Crown Cork & Seal Company, Inc.
-------------------------------
Registrant
Date March 30, 1994
By: /s/ Timothy J. Donahue
----------------------------
Timothy J. Donahue
Financial Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ William J. Avery 3/30/94
- ----------------------------------------
William J. Avery Chairman of the Board, President
and Chief Executive Officer
/s/ Alan W. Rutherford 3/30/94
- ----------------------------------------
Alan W. Rutherford Director, Executive Vice President
and Chief Financial Officer
</TABLE>
<TABLE>
<CAPTION>
DIRECTORS
<S> <C>
/s/ Henry E. Butwel 3/30/94
- ---------------------------------------- ----------------------------------
Henry E. Butwel Owen A. Mandeville, Jr.
/s/ Charles F. Casey 3/30/94 /s/ Michael J. McKenna 3/30/94
- ---------------------------------------- ----------------------------------
Charles F. Casey Michael J. McKenna
/s/ Francis X. Dalton 3/30/94 /s/ J. Douglass Scott 3/30/94
- ---------------------------------------- ----------------------------------
Francis X. Dalton J. Douglass Scott
/s/ Francis J. Dunleavy 3/30/94 /s/ Robert J. Siebert 3/30/94
- ---------------------------------------- ----------------------------------
Francis J. Dunleavy Robert J. Siebert
/s/ Chester C. Hilinski 3/30/94 /s/ Harold A. Sorgenti 3/30/94
- ---------------------------------------- ----------------------------------
Chester C. Hilinski Harold A. Sorgenti
/s/ Richard L. Krzyzanowski 3/30/94 /s/ Edward P. Stuart 3/30/94
- --------------------------------------- ----------------------------------
Richard L. Krzyzanowski Edward P. Stuart
/s/ Josephine C. Mandeville 3/30/94
- ----------------------------------------
Josephine C. Mandeville
</TABLE>
-48-
<PAGE>
Crown Cork & Seal Company, Inc.
Exhibit 21 - Subsidiaries of Registrant
1 of 2
<TABLE>
<CAPTION>
PERCENT OF
VOTING
SECURITIES
NAME WHERE ORGANIZED OWNED
<S> <C> <C>
Crown Cork & Seal Company, Inc. Pennsylvania Registrant
Crown Cork & Seal Company (PA.) Inc. Pennsylvania 100%
CONSTAR International, Inc. Delaware 100%
Van Dorn Company Ohio 100%
Crown Financial Corporation Pennsylvania 100%
Nationwide Recyclers, Inc. Pennsylvania 100%
H-V Industries, Inc. Pennsylvania 100%
Volstro Manufacturing Company Pennsylvania 100%
Northern Engineering and Machine Corporation Pennsylvania 100%
Nationwide Coil Coating Company, Inc. Ohio 100%
Wissota Enterprises, Inc. Wisconsin 100%
Foreign Manufacturers Finance Corporation Delaware 100%
Crown Cork & Seal Company (Delaware) Inc. Delaware 100%
Crown Beverage Packaging, Inc. Delaware 100%
Automated Containers Corporation Florida 100%
Crown-LaWarre Precision Technologies, Inc. Florida 100%
Central States Can Company of Puerto Rico, Inc. Ohio 100%
Crown Cork & Seal Foreign Sales Corporation Virgin Islands 100%
Aluplata S.A. Argentina 100%
Crown Cork de Argentina S.A. Argentina 100%
Crown Cork Company (Austria) GMBH Austria 100%
Crown Cork Company (Belgium) N.V. Belgium 99.79%
Crown Cork do Brasil, S.A. (Rolhas Metalicas) Brazil 100%
Crown Cork & Seal Canada Inc. Canada 100%
CONSTAR Plastics of Canada, Inc. Canada 100%
Central States Can Company of Canada, Inc. Canada 100%
Crown Cork de Chile, S.A.I. Chile 100%
Crown Litometal, S.A. Colombia 100%
Crown Cork Centroamericana, S.A. Costa Rica 100%
Crown Cork de Puerto Rico, Inc. Delaware 100%
</TABLE>
<PAGE>
Crown Cork & Seal Company, Inc.
Exhibit 21 - Subsidiaries of Registrant (Continued)
2 of 2
<TABLE>
<CAPTION>
PERCENT OF
VOTING
SECURITIES
NAME WHERE ORGANIZED OWNED
<S> <C> <C>
Crown Cork Co. (Scandinavia) A/S Denmark 100%
Crown Cork del Ecuador, C.A. Ecuador 100%
Crown Cork Company (France) S.A. France 100%
CONSTAR International France, SARL France 100%
Crown Bender (Germany) GMBH Germany 100%
Crown Cork de Guatemala, S.A. Guatemala 100%
Crown Can Hong Kong, Ltd. Hong Kong 50.1%
Magyar Crown Cork KFT (Crown Cork
Manufacturers Company, Hungary KFT) Hungary 100%
The Irish Crown Cork Ltd. Ireland 100%
Crown Cork Company (Italy) S.P.A. Italy 100%
The Crown Cork Company (East Africa) Ltd. Kenya 70%
Crown Cork de Mexico, S.A. Mexico 100%
Envases Generales Crown, S.A. DE C.V. Mexico 100%
Crown Cork Company (Morocco) S.A. Morocco 100%
Crown Cork Company (Holland) B.V. The Netherlands 100%
CONSTAR International Holland B.V. The Netherlands 100%
Crown Cork & Seal (PNG) Pty., Ltd. Papua New Guinea 100%
Crown Cork del Peru, S.A. Peru 96.07%
Crown Cork & Seal (Portugal) S.A. Portugal 100%
Crown Investment Holdings (Pty) Limited South Africa 100%
Crown Cork Company Iberica (Spain) S.A. Spain 100%
Crown Cork AG Switzerland 100%
Crown Obrist AG Switzerland 100%
COPAG Trading AG Switzerland 100%
Crown Cork & Seal (Thailand) Co., Ltd. Thailand 99.82%
Emirates Can Company, Ltd. (Dubai, UAE) United Arab Emirates 50%
The Crown Cork Company Limited United Kingdom 100%
CONSTAR International U.K. Ltd. United Kingdom 100%
Crown Cork de Venezuela, C.A. Venezuela 100%
Crown Cork Company (Zambia) Limited Zambia 70%
Crown Cork Company (1958) (Pvt) Limited Zimbabwe 70%
</TABLE>
<PAGE>
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statements on Form S-3 (No. 33-
56252), Form S-4 (No. 33-59286) and Form S-8 (Nos. 33-01893, 33-06261,
33-45900, 33-39529, 33-63732, 33-61240, 33-61238, 33-50369 and 33-52699)
of Crown Cork & Seal Company, Inc. of our report dated March 14, 1994
appearing on page 18 of this form 10-K.
PRICE WATERHOUSE
Philadelphia, Pennsylvania
March 29, 1994
