EX-99.1 3 dex991.htm AMCOR WHITE CAP AUDITED COMBINED FINANCIAL STATEMENTS Amcor White Cap Audited Combined Financial Statements

Exhibit 99.1

AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Combined Financial Statements

June 30, 2005

(With Independent Auditors’ Report Thereon)


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Table of Contents

 

     Page

Independent Auditors’ Report

   1

Financial Statements:

  

Combined Balance Sheet as of June 30, 2005

   2

Combined Statement of Income for the year ended June 30, 2005

   3

Combined Statement of Owner’s Equity for the year ended June 30, 2005

   4

Combined Statement of Cash Flows for the year ended June 30, 2005

   5

Notes to Combined Financial Statements

   6


Independent Auditors’ Report

To the Board of Directors

Amcor Limited:

We have audited the accompanying combined balance sheet of Amcor White Cap (a carved-out business unit of Amcor Limited) (hereinafter referred to as “Amcor White Cap” or the “Company”) as of June 30, 2005, and the related combined statement of income, statement of owner’s equity, and cash flows for the year then ended. These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The Company’s combined financial statements do not disclose comparative financial information as required by International Accounting Standards 1, Presentation of Financial Statements.

In our opinion, except for the matter discussed in the preceding paragraph, the combined financial statements referred to above present fairly, in all material respects, the financial position of Amcor White Cap (a carved-out business unit of Amcor Limited) as of June 30, 2005, and the results of its operations and its cash flows for the year then ended in conformity with International Financial Reporting Standards.

International Financial Reporting Standards vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature of such differences is presented in Note 22 to the combined financial statements.

 

KPMG Fides Peat    
   
Bryan DeBlanc     Hans-Peter Kunz
Swiss Certified Accountant     Swiss Certified Accountant
Auditor in Charge    
Zurich, 3 May, 2006    


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Combined Balance Sheet

June 30, 2005

(In thousands of Euro)

 

      Note    2005

Current assets:

     

Cash and cash equivalents

      10,464

Financial assets

   2    1,143

Inventories, net

   3    54,137

Accounts receivables, net

   4    55,590

Trade receivables from parent company

   17    300

Other current assets

   5    2,280
       

Total current assets

      123,914
       

Deferred tax assets

   13    5,465

Loans to parent company

   6    36,306

Goodwill and other intangibles

   8    108,661

Property, plant and equipment

   7    109,975
       

Total non-current assets

      260,407
       

Total assets

      384,321
       

Current liabilities:

     

Trade payables

      32,965

Interest-bearing liabilities

   9    21,844

Trade payables to parent company

      3,506

Provisions

   11    5,342

Other current liabilities

   12    12,244

Current taxes payable

   13    2,763
       

Total current liabilities

      78,664
       

Deferred tax liabilities

   13    8,687

Deferred income

   2    2,254

Interest-bearing liabilities

   9    2,828

Loans from related parties

   10    39,157

Employee benefits

   14    25,083

Provisions

   11    8,461
       

Total non-current liabilities

      86,470
       

Total liabilities

      165,134
       

Owner’s equity

      219,187
       

Total liabilities and owner’s equity

      384,321
       

See accompanying notes to combined financial statements.

 

2


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Combined Statement of Income

Year ended June 30, 2005

(In thousands of Euro)

 

     Note    2005  

Revenues from sale of goods

      239,512  

Other revenues from ordinary activities

      4,281  
         

Total revenues

   18    243,793  

Cost of sales

      201,154  
         

Gross profit

      42,639  

Expenses for ordinary activities:

     

Selling expenses

      15,920  

Administrative expenses

      9,627  

Research and development

      3,216  
         

Operating income

      13,876  
         

Other income

      1,024  

Other expense

      (953 )
         

Operating profit before interest and tax

      13,947  

Borrowing costs

   2    (4,286 )
         

Profit before tax

      9,661  

Income tax expense

   13    (3,828 )
         

Net profit

      5,833  
         

See accompanying notes to combined financial statements.

 

3


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Combined Statement of Owner’s Equity

Year ended June 30, 2005

(In thousands of Euro)

 

Balance, June 30, 2004

   192,707  

Contributed capital

   24,235  

Gains and losses directly recognized in equity, net

   (3,588 )

Profit for the period

   5,833  
      

Balance, June 30, 2005

   219,187  
      

See accompanying notes to combined financial statements.

 

4


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Combined Statement of Cash Flows

Year ended June 30, 2005

(In thousands of Euro)

 

     2005  

Cash flows from operating activities:

  

Profit for the period

   5,833  

Adjustments to reconcile profit for the period to net cash provided from operating activities:

  

Depreciation

   14,730  

Amortization of intangibles

   1,616  

Deferred taxes

   1,475  

Gain on sale of property, plant and equipment

   (1,437 )

Changes in assets and liabilities:

  

Increase in receivables

   (1,815 )

Decrease in inventory

   424  

Decrease in payables and other current liabilities

   (3,401 )

Decrease in deferred income

   (155 )

Increase in employee benefits

   1,734  

Decrease in provisions

   (188 )

Increase in current taxes payable

   1,859  
      

Net cash flows provided by operating activities

   20,675  
      

Cash flows from investing activities:

  

Purchases of property, plant and equipment

   (9,925 )

Purchases of other intangibles

   (314 )

Proceeds from sale of equipment

   1,886  

Purchases of financial assets

   (322 )
      

Net cash flows used in investing activities

   (8,675 )
      

Cash flows from financing activities:

  

Proceeds from parent investment, net

   24,235  

Payments on interest-bearing liabilities, net

   (6,745 )

Payments on long-term borrowings, net

   (29,629 )
      

Net cash flows used in financing activities

   (12,139 )
      

Effect of exchange rate changes

   (1,123 )

Net decrease in cash

   (1,262 )

Cash at beginning of the period

   11,726  
      

Cash at end of period

   10,464  
      

Supplemental disclosure:

  

Interest paid

   3,879  

Income taxes paid

   3,871  

See accompanying notes to combined financial statements.

 

5


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

(1) Description of Business, Nature of Operations and Basis of Preparation

The accompanying combined financial statements present the historical financial position and results of operations of certain businesses within Amcor Limited, Melbourne (Australia) known as Amcor White Cap (hereinafter referred to as “Amcor White Cap” or the “Company”). Amcor Limited, Melbourne (Australia) does not account for Amcor White Cap as a separate entity. Accordingly, the combined financial statements have been carved out from the historical accounting records of Amcor Limited, Melbourne (Australia) and its subsidiaries (hereinafter referred to as “Amcor Limited” or the “Parent Company”).

The Company is a manufacturer and supplier of an extensive range of metal closures for glass and plastic containers to consumer goods packaging companies in the food and beverage industries in Europe, Asia Pacific and South America. The Company is based in Germany, with its head office in Hannover, and includes 10 manufacturing sites, serving over 70 countries and has active licensees selling White Cap technology into further countries. Its manufacturing plants are based in Europe (Germany, Poland, Italy and Turkey), Asia (Philippines and China), and South America (Venezuela and Brazil).

Basis of Preparation and Combination

The combined financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and its interpretations adopted by the International Accounting Standards Board and are presented in Euros (“EUR”). The combined financial statements have been prepared on historical cost convention except as disclosed in the accounting policies below.

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The combined financial statements include the accounts of the Amcor White Cap companies as referenced in Note 19 and have been prepared from the books and records maintained by the Parent Company. As presented, the combined financial statements are not necessarily indicative of what the financial position or results of operations of Amcor White Cap in the future or had it been operated as a separate stand-alone entity for the period presented.

All significant intra-Amcor White Cap transactions have been eliminated in the combined financial statements. All significant balances resulting from transactions with subsidiaries of Amcor Limited that are not included in Amcor White Cap are reflected as related party balances.

The accompanying combined financial statements were prepared in connection with the planned disposition of Amcor White Cap by the Parent Company. The combined financial statements do not disclose comparative financial information as required by International Accounting Standards 1, Presentation of Financial Statements.

 

6


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

Parent Company Investment and Allocation of Expenses

The Parent Company investment represents the equity of Amcor Limited. The allocation of corporate overhead expenses to Amcor White Cap from the Parent Company represents management’s estimate of Amcor White Cap usage of corporate functions such as human resources, accounting, legal, treasury, information technology support, and general administrative. These estimates and corresponding allocation have been made primarily based actual costs incurred by Amcor Limited on behalf of Amcor White Cap, and when appropriate, based on the revenue or percentage of personnel headcount at Amcor White Cap as compared to the total consolidated Amcor Limited amounts.

 

(2) Summary of Significant Accounting Policies

Foreign Currency

The combined financial statements are presented in Euros. Foreign currency transactions are accounted for at the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated into Euro at year-end exchange rates with gains and losses recorded in the income statement.

Assets and liabilities of foreign operations reporting in a functional currency other than the Euro are translated at exchange rates prevailing at the balance sheet date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are reported in the functional currency of the foreign entity and are translated into the reporting currency using the rate prevailing on the balance sheet date. The revenues and expenses of foreign operations, excluding foreign operations in hyperinflationary economies, are translated at the average exchange rates for the period. The revenues and expenses of foreign operations in hyperinflationary economies are translated to Euro at the foreign exchange rates ruling at the balance sheet date. Translation gains and losses are recorded directly in owner’s equity. Prior to translating the financial statements of foreign operations in hyperinflationary economies, the financial statements, including comparatives, are restated to account for changes in the general purchasing power of the local currency. The restatement is based on relevant price indices at the balance sheet date.

Revenue Recognition

Revenues from the sale of products to entities outside the Amcor White Cap business unit, net of returns and volume rebates, are generally recognized when risk of loss has passed to the customer, all significant contractual obligations have been satisfied, the fee is fixed or determinable and collection of the receivable is considered probable. The Company estimates expected sales returns and records these amounts as a reduction of revenue at the time of sale based on historical product specific experience with the same or similar customers. Volume rebates are recognized as a reduction in revenue based on an allocation of the rebates earned and claimed to each of the underlying revenue transactions that results in progress by the customer toward earning the rebate. Measurement of the volume rebate estimate is based on the probable number of customers that will earn the rebates taking into account current sales levels and historical experience with the same or similar customers.

The gross proceeds of non-current asset sales related primarily to the sale of capping machines are recognized as other revenues from ordinary activities at the date the significant risks and rewards are

 

7


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

passed to the buyer. The profit or loss on disposal is calculated as the difference between the carrying amount of the asset at the time of disposal and the net proceeds on disposal (including incidental costs).

Warranty

The Company generally warrants products against defects in materials and workmanship for periods of between one and six months. The estimated cost of warranty obligations are recognized and recorded in cost of sales when the underlying products are sold based on both specific claims received and historical claims experience.

Interest Income

Interest income is recognized as other income as it accrues, taking into account the effective yield on the financial asset.

Trade Accounts Receivable

Trade accounts receivable are recorded at the invoice amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance for doubtful accounts based upon historical write-off experience, the current aging of accounts receivable, and customer specific credit risk factors. Accounts receivable balances are written off when it is determined that it is unlikely the Company will receive future remittances.

Government Grants

Government grants are recognized in the balance sheet initially as deferred income when there is reasonable assurance that it will be received and that the Company will comply with the conditions attaching to it. Grants that compensate the Company for expenses incurred are recognized as revenue in the income statement on a systematic basis in the same periods in which the expenses are incurred. Grants that compensate the Company for the cost of an asset are recognized in the income statement as other income on a systematic basis over the estimated useful life of the asset of approximately 15 years.

Cash and Cash Equivalents

Cash includes cash at banks and cash on deposit. Cash equivalents include term deposits with financial institutions with original maturity dates of three months or less.

Financial Assets

Financial assets comprise mainly of bonds and are classified as available-for-sale and are reported at fair value, with unrealized gains and losses are reported as gains and losses directly recognized in equity. Realized gains and losses on the sale or the impairment of available-for-sale financial assets are recorded as other income or expense.

 

8


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

Inventories

Inventories are stated at the lower of actual cost on a weighted average method (including an appropriate proportion of fixed and variable overheads) and net realizable value in the normal course of business. Inventories are written off when considered obsolete and slow-moving.

Property and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Equipment is amortized over 2 to 25 years and buildings over 20 to 50 years. Leasehold improvements are amortized over the shorter of the remaining lease term or the estimated useful lives of the improvements using the straight-line method. Repairs and maintenance costs are expensed as incurred, while major renovations and improvements are capitalized as property, plant and equipment and depreciated over their estimated useful lives.

Leases under which the company or its controlled entities assume substantially all the risks and benefits of ownership are classified as finance leases and are capitalized. A lease asset and a lease liability equal to the present value of the minimum lease payments are recorded at the inception of the lease. Other leases are classified as operating leases. Payments made under operating leases are expensed over the term of the lease.

Restoration Costs

Amcor White Cap has certain legal obligations relating to the restoration of property owned by third parties upon termination of lease agreements. The costs associated with the dismantling of these sites are capitalized in the carrying value of property, plant and equipment and depreciated over the life of the asset. The total provision required to restore this property, discounted to its present value, is recorded under long-term provisions. Changes in the provisions are accounted for using the cost model in accordance with IFRIC 1, Changes in Existing Decommissioning, Restoration and Similar Liabilities. Under the cost model, changes in the liability are either added to or deducted from the cost of the related asset. The amount deducted from the cost of the related asset shall not exceed its net carrying value. Should there be a reduction in the liability that exceeds the net carrying value of the related asset, any excess is recorded immediately in the income statement.

Goodwill and Other Intangible Assets

Goodwill recorded on acquisitions had been amortized until June 30, 2004, over an estimated useful life of 20 years. As of July 1, 2004, goodwill ceased to be amortized but is tested for impairment annually.

Other intangible assets include identifiable intangible assets primarily consisting of software purchased. Intangible assets are presented net of accumulated amortization and are being amortized using the straight-line method over the estimated useful life ranging from 3 to 5 years.

If there is an indication that intangible assets may be impaired, the Company determines the estimated recoverable amount. If the recoverable amount of the asset is less than its carrying amount, the carrying amount is reduced to the recoverable amount, with the differences representing an impairment charge.

 

9


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

Long-lived Assets

The recoverable amount of long-lived assets carried at cost is reviewed at every balance sheet date. If there are signs of impairment, the recoverable amount of an asset or a group of assets (cash-generating unit) are determined. The recoverable amount is the higher of the net selling price and value in use. An impairment is recorded if the carrying amount exceeds the recoverable amount.

Pension Benefits

Pension costs and similar obligations are accounted for in accordance with IAS 19 (revised 2002), Employee Benefits. The Company’s pension funds are generally financed by employer and employee contributions. In the case of the defined contribution plans, employer contributions paid or due are recognized in the income statement as incurred. For defined benefit plans, the respective pension obligations and the related plan assets are assessed annually. The latest actuarial valuation was performed using data as at June 30, 2005. Current service costs are charged to the income statement in the periods in which the services are rendered. The effects of changes in actuarial assumptions are charged or credited to the income statement over a period approximating the average expected remaining working periods of participating employees. The portion of actuarial gains and losses recorded is defined as the excess of the cumulative unrecorded actuarial gains and losses at the end of the previous reporting period over the greater of 10% of the present value of the defined benefit obligation at that date or 10% of the fair value of plan assets at that date. Past service cost attributable to plan amendments is recorded as an expense or a reduction of expense on a straight-line basis over the average period until the benefits become vested. To the extent the benefits immediately vest, the costs associated with the amendment are recorded immediately.

Employee Entitlements

Wages, Salaries, Annual Leave and Sick Leave

Liabilities for employee benefits such as wages, salaries, annual leave, sick leave and other current employee entitlements represent present obligations resulting from employees’ service provided up to the reporting date, calculated at undiscounted amounts based on wage and salary rates that the Company expects to pay at the reporting date including related one-time costs.

Employee Share and Option Plans

Amcor Limited maintains an Employee Share/Option Plan (‘ESOP’). Options relating to the ESOP are issued at the closing market price on the date of allotment. Options are issued under the plan upon such terms and conditions as determined by the board of directors.

Stock options are valued at fair value on the grant date and recorded as compensation expense over the vesting period under administrative expenses in the combined income statement. As part of the allocation of corporate expenses, Amcor White Cap has recorded compensation expense of EUR 35,000 during the year ended June 30, 2005.

 

10


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

Early Retirement Payments

The early retirement scheme is structured such that employees who receive this benefit work for the first half period of the program and receive approximately 80% of their final salary. In the final half they do not work at all and receive approximately 80% of their final salary. This agreement has the character of a redundancy payment and is classified as a termination benefit. As a consequence, the total amount of the redundancy obligation is accrued at the time the contract is signed and discounted to the present value. The liabilities include, where appropriate, forecast future increases in wages and salaries, and any further redundancy payments.

Provisions

Provisions are recognized when there is a legal or constructive obligation as a result of a past event and it is probable that a future sacrifice of economic benefits will be required to settle the obligation.

Termination Benefits

Provisions for employee termination benefits are recognized when a detailed plan has been formally approved and when it is probable that a liability has been incurred and the amount can be reasonably estimated. Such provisions are recorded only after appropriate communication specifying the terms of the redundancy and the number of employees affected, or after individual employees have been advised of the specific terms. Costs related to ongoing activities are not provided for.

Onerous Contracts

A provision for onerous contracts is recognized after impairment losses on assets dedicated to the contract have been recognized and when the expected benefits are less than the unavoidable costs of meeting the contractual obligations. A provision is recognized to the extent that the contract obligations exceed future economic benefits.

Borrowing Costs

Borrowing costs include interest and amortization of discounts or premiums relating to borrowings. Borrowing costs are brought to account in determining profit for the year using the effective interest rate method, except to the extent the interest incurred relates to major capital items, in which case, interest is capitalized as a cost of the asset up to the time it is ready for its intended use and amortized over the expected useful economic life. No interest was capitalized during the year ended June 30, 2005.

Accounting for Income Taxes

As a carved-out business unit of Amcor Limited, White Cap does not file separate income tax returns for all subsidiaries, but rather is included as part of various income tax returns filed by Amcor Limited and subsidiaries. For presentation purposes within these combined financial statements, Amcor White Cap’s income tax provision was computed as if it were a separate company. The provision for foreign taxes is based upon the effective tax rate in the country where the earnings were recorded. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the

 

11


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Research and Development

Research and development costs associated with product research and development innovation is charged against operating profit in the year in which the expenditure is incurred. Where such expenditure is considered to have a demonstrable future economic benefit and commercial value, it is capitalized and amortized over the period of time during which the benefits are expected to arise.

Expenditure on significant commercial development, including major software applications and associated systems, is capitalized and amortized over the period of time during which the benefits are expected to arise, typically not exceeding 10 years.

New Accounting Pronouncements

IAS 19 (revised) Employee benefits

Actuarial gains and losses arising from adjustments to actuarial assumptions and deviations between assumptions and actual development may be reported in combined equity in the period in which they arose. The application of the new alternative treatment of taking the actuarial gains and losses on balance sheet is not expected to have a significant impact on the Company’s presentation of its net assets as the Company has chosen not to elect this alternative accounting treatment.

 

12


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

(3) Inventories, net

Inventories, net consist of the following:

 

in ‘000 EUR

   June 30,
2005
 

Raw materials and supplies

   21,090  

Work in-progress

   10,349  

Finished goods

   25,982  
      
   57,421  

Allowance for obselete and slow-moving items

   (3,284 )
      
   54,137  
      

Raw material mainly comprises of tinplate and finished goods of produced caps.

 

(4) Accounts Receivable, net

Accounts receivable, net consists of the following:

 

in ‘000 EUR

   June 30,
2005
 

Trade accounts receivable, gross

   59,135  

Allowances

   (3,545 )
      
   55,590  
      

 

(5) Other Current Assets

Other current assets consist of the following:

 

in ‘000 EUR

   June 30,
2005

Capital receivables

   300

Miscellaneous other receivables and assets

   886

Prepayments

   1,094
    
   2,280
    

Miscellaneous other receivables and assets consist primarily of value added tax, receivables for local taxes, customs duty and advance payments for travel expenses. Prepayments consist mainly of prepaid insurance and prepaid taxes.

 

13


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

(6) Loans to Parent Company

Loans to Parent Company and its subsidiaries consist of the following:

 

in ‘000 EUR

   June 30,
2005

Loans to Parent Company

   35,727

Interest receivable from Parent Company

   579
    
   36,306
    

The loans due from Parent Company earned interest of 1.7% to 3.7% during the year ended June 30, 2005 resulting in interest income of EUR 1.2 million.

 

(7) Property, Plant and Equipment

Land and buildings comprises mainly manufacturing plants in Poland, China and Turkey, and leasehold improvements in Germany and Italy.

The book value of plant and machinery mainly consists of coating and printing machinery, cap metal presses, compound production lines and coil lines. Other equipment consists of items such as furniture, office equipment, and IT equipment.

Depreciation and amortization of property, plant and equipment for the year ended June 30, 2005, was EUR 14.7 million.

 

14


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

in ‘000 EUR

   Land
and
Buildings
   Plant and
Equipment
    Under
Construction
    Total  

Cost

         

Balance as at July 1, 2004

   19,725    96,004     4,965     120,694  

Additions

   353    9,572     —       9,925  

Disposals

   —      (8,838 )   —       (8,838 )

Transfers

      1,147     (1,147 )   —    

Effects of hyperinflation and movements in foreign exchange within the current year

   1,793    1,470     —       3,263  
                       

Balance as at June 30, 2005

   21,871    99,355     3,818     125,044  
                       

Depreciation and impairment losses

         

Balance as at July 1, 2004

   3,936    3,414     —       7,350  

Depreciation charge for the year

   1,838    12,892     —       14,730  

Disposals

   —      (8,389 )   —       (8,389 )

Effects of hyperinflation and movements in foreign exchange within the current year

   —      1,378     —       1,378  
                       

Balance as at June 30, 2005

   5,774    9,295     —       15,069  
                       

Carrying amounts

         

as at July 1, 2004

   15,789    92,590     4,965     113,344  
                       

as at June 30, 2005

   16,097    90,060     3,818     109,975  
                       

 

(8) Goodwill and Other Intangible Assets

Other intangible assets mainly comprise software licenses relating to the implementation of SAP IT systems which are amortized over 5 years and recorded in operating profit.

Goodwill originated in 2002 when Amcor acquired White Cap from Schmalbach-Lubeca. Effective July 1, 2004, goodwill is no longer subject to amortization. Rather, goodwill is tested for impairment at June 30 for each cash-generating unit. Discount rates reflect Amcor’s incremental funding cost and other market rates. The Capital Asset Pricing Model (CAPM) is used to calculate Amcor’s weighted average cost of capital (WACC) per cash generating unit. The discounted cash flow of the cash generating units exceeded the net assets as at June 30, 2005.

 

15


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

in ‘000 EUR

   Goodwill    Trademarks
and licences
    Total  
Cost        

Balance as at July 1, 2004

   106,849    6,155     113,004  

Effects on movements in foreign exchange to the opening balance

   —      167     167  

Additions

   —      314     314  

Effects of hyperinflation and movements in foreign exchange within the current year

   —      (12 )   (12 )
                 

Balance as at June 30, 2005

   106,849    6,624     113,473  
                 

Amortization and impairment losses

       

Balance as at July 1, 2004

   —      3,056     3,056  

Effects on movements in foreign exchange

   27    —       27  

to the opening balance

   —      113     113  

Amortization

   —      1,616     1,616  
                 

Balance as at June 30, 2005

   27    4,785     4,812  
                 

Carrying amounts

       

as at July 1, 2004

   106,849    3,099     109,948  
                 

as at June 30, 2005

   106,822    1,839     108,661  
                 

Estimated future amortisation on other intangibles is as follows:

 

     in ‘000 EUR

Fiscal year ending

  

June 30, 2006

   943

June 30, 2007

   587

June 30, 2008

   263

June 30, 2009

   46

June 30, 2010

   —  

 

(9) Interest-bearing Liabilities

The nature and terms of the short and long-term borrowings to external parties are as follows:

 

Nature of Borrowing

  

Maturity Date

   % p.a.    2005
               in ‘000 EUR

Short-term external loans

        

EUR

   various dates in 2005 and 2006    2.6-3.5    11,403

USD

   various dates in 2005 and 2006    3.2-4.6    9,722

TRY

   July 2005    fixed    38

CNY

   September 2005    5.6    681
          
         21,844
          

Long-term external loan

        

EUR

   March 2009    3.5    2,828
          

 

16


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

(10) Loans from Related Parties

Loans and liabilities to related parties consist of the following:

 

in ‘000 EUR

   2005

Loans payable to parent company

   38,983

Other related party

   174
    
   39,157
    

Loans payable to subsidiaries of Amcor Limited incur interest ranging from 3.3% to 8.1% resulting in interest expense of EUR 1.3 million during the year ended June 30, 2005.

 

(11) Provisions

 

in ‘000 EUR

   Balance as
at July 1,
2004
   Additions    Used     Balance as
at June 30,
2005

Sales related benefits 1

   3,597    8,284    (8,489 )   3,392

Product warranties 2

   194    1,491    (925 )   760

Restructuring 3

   567    726    (619 )   674

Early retirement

   1,523    616    (518 )   1,621

Jubilee benefit

   348    —      (7 )   341

Environmental

   400    —      (51 )   349

Pending claims 4

   1,396    803    —       2,199

Site restoration 5

   4,076    200    —       4,276

Onerous contracts

   61    98    (58 )   101

Other provisions

   973    642    (1,525 )   90
                    
   13,135    12,860    (12,192 )   13,803
                    

Non-current

   7,343    1,643    (525 )   8,461

Current

   5,792    11,217    (11,667 )   5,342
                    
   13,135    12,860    (12,192 )   13,803
                    

 

(1) The provision for sales related benefits and bonus payments comprises mainly bonus payments to customers. The payments are made annually on the basis of contracted sales volume targets.

 

(2) Product warranties represent all pending customer claims and are assumed to be short-term in nature.

 

(3)

Restructuring provisions were made for redundancy payments to employees. Subsequent to year-end, the Company announced further restructuring plans that resulted in an additional layoff of personnel. The provision was increased by EUR 3.3 million in August 2005 and recorded as additional

 

17


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

 

restructuring expense during the six months ended December 31, 2005. It is expected that payments under this program will be made through December 2006.

 

(4) Pending claims relates to a legal dispute with the intended co-owner of a prior joint venture in Brazil.

 

(5) Site restoration costs comprise mainly of restoration costs related to a leased building and costs for dismantling of assets, discounted using an interest rate that represents risk free bonds.

 

(12) Other Current Liabilities

Other current liabilities consist of the following:

 

in ‘000 EUR

   2005

Accounts payable for capital expenditures

   1,577

Labour benefits

   7,849

Value added tax, net

   2,762

Other payables

   56
    
   12,244
    

The liabilities for labor benefits are comprised mainly of salary payments to employees, social security, holiday entitlements, and week-end work premiums.

 

(13) Income Taxes

As a carved-out business unit of Amcor Limited, Amcor White Cap does not file separate income tax returns, but rather is included as part of the various income tax returns filed by Amcor Limited and subsidiaries. For presentation purposes within these combined financial statements, Amcor White Cap Closure’s income tax provision was computed as if it were a separate company. All deferred income tax assets and liabilities, including net operating loss carryforwards, presented herein are shown as if the carved-out business unit had existed as a separate company. The availability to a particular entity of actual deferred income tax assets and liabilities, including net operating loss carryforwards and other income tax attributes, will be dependent upon the nature of any transaction separating the carved-out business unit from the Amcor Limited consolidated group, and the resulting income tax treatment may vary significantly from this presentation.

 

18


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

Total income tax for the year ended June 30, 2005 consists of the following:

 

in ‘000 EUR

   2005

Current tax expense

   2,353

Deferred tax expense

   1,475
    

Total income tax expense

   3,828
    

The income tax expense on income before income taxes is reconciled to the reported tax expense as follows:

 

in ‘000 EUR

   2005  

Income before tax

   9,661  

Weighted average income tax rate

   35%  

Income tax expense at the weighted average domestic income tax rates

   3,384  

Increase (decrease) in income tax resulting from:

  

Non deductable expenses

   276  

Valuation allowances on deferred tax assets

   205  

Other

   (37 )
      

Total income and deferred tax expense

   3,828  
      

Deferred tax assets are recognized if it is probable that they can be offset against future taxable profits or other temporary differences. The gross deferred tax assets not recognized at June 30, 2005 are as follows:

 

in ‘000 EUR

   2005

Deferred tax assets not recognized

  

Tax losses carried-forward:

  

Expiration before June 2010

   6,490

No expiration

   3,500

Temporary differences

   1,667
    
   11,657
    

 

19


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

Deferred tax assets and liabilities are attributable to the following items:

 

in ‘000 EUR

   Assets     Liabilities     Net  

Deferred tax assets

      

Provision for doubtful debts

   1,923     —       1,923  

Provision for diminution in inventory

   336     —       336  

Provisions for employee entitlements

   5,485     —       5,485  

Accrual for partial retirement

   1,002     —       1,002  

Intangible assets

   2,720     —       2,720  

Other provisions

   858     —       858  

Accruals

   227     (64 )   163  

Fixed assets

   —       (25,251 )   (25,251 )

Other

   3,733     (478 )   3,255  

Tax losses carried forward

   12,311     —       12,311  

Valuation allowance

   (11,657 )   —       (11,657 )
                  
   16,938     (25,793 )   (8,855 )
                  
      
                  

Tax effected

   5,465     (8,687 )   (3,222 )
                  

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets current tax liabilities and when the deferred income taxes relate to the same tax authority.

 

(14) Employee Benefits

Employee benefits recognized in the balance sheet are as follows:

 

in ‘000 EUR

   June 30,
2005
 

Present value of unfunded pension obligations

   23,719  

Present value of funded pension obligations

   404  

Fair value of plan assets

   (306 )
      

Benefit obligation in excess of plan assets

   23,817  

Unrecognized actuarial gains and losses

   (4,462 )
      

Recognized liability for defined benefit obligations

   19,355  

Liability for long-service leave

   4,180  

Other similar obligations

   1,548  
      
   25,083  
      

 

20


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

The related expenses are recognized in the income statement during the year ended June 30, 2005 as follows:

 

in ‘000 EUR

   Pension Plan     Non-Pension

Current service cost

   1,587     162

Interest cost

   1,120     1

Other

   (23 )   —  
          

Net pension cost

   2,684     163
          
     Pension Plan     Non-Pension

Cost of sales

   1,335     163

Distribution expenses

   269     —  

Net financing costs

   1,080     —  
          

Net pension cost

   2,684     163
          

Actuarial gains and losses from pension scheme that have not been recognized in the profit and loss statement accumulate to EUR 4.4 million as at June 30, 2005 and will be recognized as pension expense over the average remaining working lives of employees. The average remaining service life per employee is 15 years.

Defined benefit plans exist in Germany, Belgium, and the Philippines. The Belgium and Philippine pension plans are funded, while the German pension plan is wholly unfunded.

The fair value of plan assets as at June 30, 2005 was EUR 306,000. The return on plan assets was EUR 12,000. Plan assets are invested primarily in government securities and equity securities.

The following weighted average assumptions were used in the actuarial calculation:

 

     Year ended
June 30, 2005

Discount rate at June 30

   4.6%

Rate of increase in future compensation levels

   2.0%

Expected long-term rate of return on plan assets

   9.0%

Rate of increase in future pension contribution

       0%

 

21


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

(15) Fair Value of Financial Instruments

Amcor White Cap’s activities expose it to a variety of financial risks, including the effects of foreign currency exchange rates and interest rates. While Amcor Limited has used derivative financial instruments such as interest rate swaps to hedge certain exposures, Amcor White Cap has never entered into such transactions nor has Amcor Limited entered into such transactions on behalf of the Company.

Interest Rate Risk

The Company is exposed to movements in interest rates under various debt facilities due to fluctuations in market rates, which could have a negative impact on the financial position of Amcor White Cap. Exposure to interest rate risk for classes of financial assets and liabilities is set out below:

 

          Fixed interest maturing in               

in ‘000 EUR

   Floating
interest
rate
   1 year
or less
   over 1 to
5 years
   More than
5 years
   Non-
interest
bearing
   Total    Interest rates

Financial Assets

                    

Cash

   10,464    —      —      —      —      10,464    2.25%

Loans to parent company

   —      36,306    —      —      —      36,306    1.7% to 3.7%

Receivables

   —      —      —      —      55,890    55,890   

Financial assets

   —      —      —      —      1,143    1,143   
                                
   10,464    36,306    —      —      57,033    103,803   
                                

Financial Liabilities

                    

Trade payables

   —      —      —      —      35,932    35,932   

Interest bearing liabilities

   —      21,844    2,828    —      —      24,672    2.6% to 4.6%

Loans from related parties

   —      39,157    —      —      —      39,157    3.3% to 8.1%
                                
   —      61,001    2,828    —      35,932    99,761   
                                

Foreign Exchange Risk

The Company is exposed to foreign exchange risk, being the transaction risk arising from various currencies. The transaction risk is the risk during to currency fluctuations between the date of agreement and the actual cash flow. The Company does not currently enter into foreign exchange contracts or similar instruments.

Credit Risk

Amcor White Cap has no significant concentration of credit risk. The Company has policies in place to ensure that products are sold to creditworthy customer and the risk is minimized by the large number of customers.

 

22


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

(16) Commitment and Contingent Liabilities

 

  (a) Legal proceedings

The Company is currently subject to two legal proceedings.

In Brazil, the two lawsuits are known as the “Garboni” and the “Remaprint” litigation. In 2001, Amcor White Cap claimed that Garboni, a competitor of White Cap Brazil infringed a patent of Remaprint. At that time White Cap Brazil was in negotiations to establish a Joint Venture with Remaprint. Subsequently Garboni filed a lawsuit against White Cap Brazil claiming funds for “pain and suffering” and for an infringement of a Garboni design patent. Both cases are at the procedural stage. Amcor White Cap does not believe it is probable that Garboni will be able to recover damages and has therefore not recorded a provision in the combined financial statements.

The Remaprint lawsuit includes a commercial claim and a labor claim. In 2000, White Cap and Remaprint began negotiations for Joint Venture in Brazil. At that time Remaprint was in a preliminary phase of chapter 11 bankruptcy case. The negotiations ended after several months due to the uncertain economic situation of Remaprint, however White Cap Brazil funded Remaprint activities in that phase. Remaprint went bankrupt eventually and argued that all liabilities would rest under White Cap Brazil claiming a de facto Joint Venture. A lower court ruled in favor of a de facto JV and accepted the Remaprint claim for damages. However, White Cap Brazil appealed the judges decision. The outcome of the ongoing lawsuit is open. A further Remaprint claim involves labor claims in relation to the above case. Labor courts have determined the White Cap Brazil does have successor liability with respect to former Remaprint employees and management estimates that it is probable that these claims will be ruled against White Cap. As a result of these legal claims, the Company has recorded a provision of EUR 2.2 million based on management’s best estimate of the possible loss.

 

  (b) Operating leases

In 2005, payments amounted to EUR 3.9 million. Future minimum lease payments in respect of operating lease contracts are as follows:

 

in ‘000 EUR

   June 30,
2005

Lease expenditure contracted and provided for:

  

Not later than one year

   2,513

Later than one year but not later than two years

   2,258

Later than two years but not later than three years

   1,231

Later than three years but not later than four years

   397

Later than four years but not later than five years

   291

Later than five years

   472
    

Minimum lease payments

   7,162
    

The combined entity leases plant and equipment, and land and buildings under operating leases.

 

23


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

(17) Related Parties

The Company contracts with Amcor Limited and other affiliates for the purchase and sale of a number of products and services in the normal course of business. In addition to investing and financing activities (see Note 6 and 10) and the employee benefit coverage under Amcor Limited employee benefit plans (see Note 14), Amcor Limited also provides the Company with administrative services in such areas as payroll, accounting, legal, tax, human resources, information technology, corporate oversight and telecommunications (see Note 1).

Sales made to related parties and administrative costs paid to related parties during the year ended June 30, 2005 were EUR 990,000 and EUR 230,000, respectively.

 

(18) Segment Reporting

Segment information is presented in respect of the Company’s geographical segments. The primary format, business segments, is based on the Company’s management and internal reporting structure. Inter-segment pricing is determined on an arm’s length basis. Segment results, and property, plant and equipment include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

In Europe, Amcor White Cap operates 4 manufacturing facilities and sales offices in various countries serving the whole European market as well as parts of the African and Middle East. In Asia, Amcor White Cap operates 3 manufacturing facilities, two in the Philippines and one in China, with sales offices serving the Chinese, the South-east Asian and the Japanese market. In Latin America, Amcor White Cap operates two manufacturing facilities, one in Venezuela and one in Brazil, serving the Latin American market.

The segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets.

 

in ‘000 EUR

   Europe    Asia    Latin
America
   Total

Third party revenues for sale of goods

   212,826    13,610    17,357    243,793

Assets

   348,591    21,272    14,458    384,321

Capital expenditures

   9,240    624    61    9,925

 

24


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

(19) Significant subsidiaries and affiliated companies

Amcor White Cap’s significant subsidiaries and affiliated companies are as follows:

 

Entity

Code

  

Entity Name

   Country of
incorporation
   Ownership
interest*
 

5040

   Amcor White Cap Deutschland GmbH    Germany    100.00 %

5260

   Amcor White Cap Austria GmbH    Austria    100.00 %

5500

   Amcor White Cap Deutschland GmbH    Germany    100.00 %

5530

   Amcor White Cap Nordiska AB    Sweden    100.00 %

5540

   Amcor White Cap Nederland B.V.    Netherlands    100.00 %

5550

   Amcor White Cap Belgium E.V.    Belgium    100.00 %

5560

   Amcor White Cap United Kingdom Ltd.    United Kingdom    100.00 %

5570

   Amcor White Cap France S.A.R.L.    France    100.00 %

5580

   Amcor White Cap Espana S.L.    Spain    100.00 %

5590

   Amcor White Cap Italia S.r.l.    Italy    100.00 %

5600

   Amcor White Cap Polska Sp z.o.o.    Poland    98.72 %

5610

   Amcor Magyarország Kft.    Hungary    100.00 %

5650

   Amcor Ambalaj Sanayive Ticaret A.S.    Turkey    100.00 %

5700

   Amcor White Cap Ukraine LLC    Ukraine    98.50 %

5940

   Amcor White Cap Shanghai Ltd.    China    100.00 %

5950

   Amcor White Cap South East Asia Inc.    Philippines    100.00 %

5960

   Amcor White Cap Properties Inc.    Philippines    98.85 %

5970

   Amcor White Cap Investments Inc.    Philippines    40.00 %

5980

   Amcor White Cap Asia Pacific Inc.    Philippines    100.00 %

6100

   Amcor White Cap do Brazil Ltda.    Brazil    100.00 %

6500

   Amcor White Cap de Venezuela S.A.    Venezuela    63.00 %

6600

   Amcor White Cap Inc.    United States    100.00 %

 

* owned by Amcor Limited or Amcor related companies

 

25


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

(20) Accounting estimates and judgments

The most important judgments and estimates made by management about future developments and other sources of uncertainty which may require significant adjustments to assets and liabilities in the subsequent period are presented below:

Provision for restoration costs

The restoration cost estimate primarily relates to the dismantling and restoration costs involved in abandoning a leased building in Germany at the end of the lease term in 2007. As of June 30, 2005, the carrying value of this provision totaled EUR 4.3 million. The amount of the provision is based on estimates of future costs for dismantlement and restoration at the timing of the dismantlement based primarily on information from a third party engineering firm.

Goodwill

At June 30, 2005, the carrying amount of goodwill from acquisitions totaled EUR 106.8 million. The goodwill impairment test is performed annually. The value of goodwill is primarily dependent upon projected cash flows, management’s estimates of long-term growth rates and the Company’s WACC.

Pensions

The pension liability calculation is based on actuarial reports and calculations performed at June 30, 2005. This calculation is dependent on certain key assumptions including the discount rate, future salary and pension increases, the probability of the employee reaching retirement and the expected return on investments of plan assets. For a detail of these assumptions applied, see Note 14.

Contingent liabilities

The Company has recorded a liability relating to legal proceedings as discussed in Note 16. In connection with these proceedings, the Company has recorded a provision of EUR 2.2 million at June 30, 2005 based on management’s best estimate. Further development of the proceedings may result in a different assessment of the financial consequences in the future and may require an increase or decrease in the provision recorded.

 

(21) Post balance sheet events

At February 22nd, 2006, Silgan Holdings announced an agreement to acquire Amcor White Cap from Amcor Ltd. The acquisition is expected to close during May 2006.

 

26


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

(22) Qualitative Discussion of Differences Between International Financial Reporting Standards and Generally Accepted Accounting Principles in the United States of America

The financial statements of the Company are prepared in accordance with International Financial Reporting Standards (refer to Note 2), which differs in certain significant respects from accounting principles generally accepted in the United States of America (‘U.S. GAAP’). Information relating to the nature of such differences are summarized below:

Pensions

The Company accounts for its pensions in accordance with IAS 19, Employee Benefits. Under IFRS, defined benefit plan obligations and expenses are determined annually based on actuarial estimates determined in the same manner as U.S. GAAP as prescribed by SFAS No. 87, Employer’s Accounting for Pensions using the projected credit method. However, the estimated return on assets is based on actual market values under IFRS while U.S. GAAP allows an estimated return on assets based on market-related average values over a period of up to 5 years. In addition, a minimum pension liability is also recognized through other comprehensive income under U.S. GAAP in certain circumstances when there is a deficit of plan assets relative to the accumulated benefits obligation. No corresponding minimum liability is recorded under IFRS.

Termination Benefits

Amcor White Cap has offered certain employees an early retirement plan (see Note 2). In accordance with IAS 19 (revised 2002), Employee Benefits, the Company accrues the total amount of the discounted redundancy obligation at the time the contract is signed. Under U.S. GAAP, similar retirement plans are accounted for under SFAS No. 112, Employers’ Accounting for Postemployment Benefits, and accrued over the remaining service period of the employees.

Goodwill and Other Intangible Assets

On July 1, 2004, the Company adopted IAS 38, Intangible Assets which among other things ceased amortization of goodwill and other intangibles with indefinite lives but rather required the amounts be tested for impairment at least annually and more frequently if circumstances indicated a possible impairment. Under U.S. GAAP, SFAS No. 142, Goodwill and Other Intangible Assets would have been adopted by the Company on July 1, 2002 meaning that amortization would have ceased July 1, 2002.

Income Taxes

Under IFRS and U.S. GAAP, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using tax rates enacted or substantially enacted at the balance sheet date under IFRS, while U.S. GAAP requires the use of enacted rates.

Deferred tax assets on loss carryforwards and deductible temporary differences are recognized under IFRS only if it is probable that future profits will be available to utilize the deferred tax asset. No deferred tax liabilities are recorded for undistributed retained earnings of foreign subsidiaries if such retained earnings

 

27


AMCOR WHITE CAP

(A CARVED-OUT BUSINESS UNIT OF AMCOR LIMITED)

Notes to Combined Financial Statements

June 30, 2005

 

are not to be distributed in the foreseeable future. Under U.S. GAAP, valuation allowances are provided against the gross deferred tax assets for amounts which are not considered “more likely than not” to be realized. Under U.S. GAAP, no income taxes are accrued by the Parent Company for undistributed retained earnings of foreign subsidiaries if sufficient evidence shows that the subsidiary has invested or will invest the undistributed earnings indefinitely or that the earnings will be remitted in a tax-free liquidation.

In addition, the Company acquired certain carried forward tax losses as part of acquisitions that were not previously recognized as part of the purchase price allocation as management determined it was not probable that these tax losses could be utilized. Under IFRS, the subsequent recognition of these utilized losses as a deferred tax asset is included as part of the current year income tax expense. For U.S. GAAP purposes, the movement in the valuation allowance relating to the realization of these tax losses in subsequent periods would have resulted in a corresponding adjustment to goodwill.

Research and Development

Under IFRS, research and development expenditures that are considered to have a demonstrable future economic benefit and commercial value are capitalized by the Company and amortized over the period of time during which the benefits are expected to arise. Under U.S. GAAP, all research and development costs, except internal-use software are expensed when incurred.

 

28