Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 

FORM 10-Q

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2012

 

Commission file number   1-7349

 

BALL CORPORATION

 

State of Indiana

 

35-0160610

 

10 Longs Peak Drive, P.O. Box 5000

Broomfield, CO  80021-2510

303/469-3131

 

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 o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at October 28, 2012

Common Stock, without par value

 

153,851,925 shares

 

 

 



Table of Contents

 

Ball Corporation and Subsidiaries

QUARTERLY REPORT ON FORM 10-Q

For the period ended September 30, 2012

 

INDEX

 

 

 

Page
Number

 

 

 

PART I.

FINANCIAL INFORMATION:

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Unaudited Condensed Consolidated Statements of Earnings for the Three and Nine Months Ended September 30, 2012, and October 2, 2011

1

 

 

 

 

Unaudited Condensed Consolidated Statements of Comprehensive Earnings for the Three and Nine Months Ended September 30, 2012, and October 2, 2011

2

 

 

 

 

Unaudited Condensed Consolidated Balance Sheets at September 30, 2012, and December 31, 2011

3

 

 

 

 

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012, and October 2, 2011

4

 

 

 

 

Notes to the Unaudited Condensed Consolidated Financial Statements

5

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

37

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

45

 

 

 

Item 4.

Controls and Procedures

45

 

 

 

PART II.

OTHER INFORMATION

47

 



Table of Contents

 

PART I.              FINANCIAL INFORMATION

 

Item 1.                     FINANCIAL STATEMENTS

 

BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

October 2,

 

September 30,

 

October 2,

 

($ in millions, except per share amounts)

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

2,282.5

 

$

2,258.3

 

$

6,621.5

 

$

6,579.2

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

 

 

 

 

Cost of sales (excluding depreciation and amortization)

 

(1,866.1

)

(1,862.2

)

(5,444.6

)

(5,378.4

)

Depreciation and amortization

 

(74.7

)

(74.5

)

(210.2

)

(222.2

)

Selling, general and administrative

 

(86.3

)

(89.7

)

(284.5

)

(282.2

)

Business consolidation and other activities

 

(36.8

)

(3.3

)

(44.0

)

(19.7

)

 

 

(2,063.9

)

(2,029.7

)

(5,983.3

)

(5,902.5

)

 

 

 

 

 

 

 

 

 

 

Earnings before interest and taxes

 

218.6

 

228.6

 

638.2

 

676.7

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(44.2

)

(43.0

)

(134.2

)

(134.7

)

Debt refinancing costs

 

 

 

(15.1

)

 

Total interest expense

 

(44.2

)

(43.0

)

(149.3

)

(134.7

)

 

 

 

 

 

 

 

 

 

 

Earnings before taxes

 

174.4

 

185.6

 

488.9

 

542.0

 

Tax provision

 

(51.7

)

(47.6

)

(129.7

)

(160.2

)

Equity in results of affiliates, net of tax

 

(0.8

)

0.8

 

(1.0

)

1.9

 

Net earnings from continuing operations

 

121.9

 

138.8

 

358.2

 

383.7

 

Discontinued operations, net of tax

 

(2.2

)

(1.3

)

(2.9

)

(2.9

)

 

 

 

 

 

 

 

 

 

 

Net earnings

 

119.7

 

137.5

 

355.3

 

380.8

 

Less net earnings attributable to noncontrolling interests

 

(4.6

)

(5.4

)

(12.4

)

(14.3

)

 

 

 

 

 

 

 

 

 

 

Net earnings attributable to Ball Corporation

 

$

115.1

 

$

132.1

 

$

342.9

 

$

366.5

 

 

 

 

 

 

 

 

 

 

 

Amounts attributable to Ball Corporation:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

117.3

 

$

133.4

 

$

345.8

 

$

369.4

 

Discontinued operations

 

(2.2

)

(1.3

)

(2.9

)

(2.9

)

Net earnings

 

$

115.1

 

$

132.1

 

$

342.9

 

$

366.5

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic - continuing operations

 

$

0.76

 

$

0.82

 

$

2.22

 

$

2.22

 

Basic - discontinued operations

 

(0.01

)

(0.01

)

(0.02

)

(0.02

)

Total basic earnings per share

 

$

0.75

 

$

0.81

 

$

2.20

 

$

2.20

 

 

 

 

 

 

 

 

 

 

 

Diluted - continuing operations

 

$

0.74

 

$

0.80

 

$

2.18

 

$

2.17

 

Diluted - discontinued operations

 

(0.01

)

(0.01

)

(0.02

)

(0.02

)

Total diluted earnings per share

 

$

0.73

 

$

0.79

 

$

2.16

 

$

2.15

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

1



Table of Contents

 

BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

October 2,

 

September 30,

 

October 2,

 

($ in millions)

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

119.7

 

$

137.5

 

$

355.3

 

$

380.8

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive earnings:

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

27.5

 

(107.3

)

(2.0

)

(3.6

)

Pension and other postretirement benefits (a)

 

5.7

 

4.2

 

20.2

 

13.7

 

Effective financial derivatives (b)

 

28.6

 

(55.8

)

26.0

 

(82.7

)

Mark-to-market adjustments on available for sale securities (c)

 

 

 

 

(10.2

)

Total comprehensive earnings (loss)

 

181.5

 

(21.4

)

399.5

 

298.0

 

Less comprehensive earnings (loss) attributable to noncontrolling interests

 

(4.5

)

(5.4

)

(12.6

)

(14.3

)

Comprehensive earnings (loss) attributable to Ball Corporation

 

$

177.0

 

$

(26.8

)

$

386.9

 

$

283.7

 

 


(a)         Net of tax of $4.2 million and $12.4 million for the three and nine months ended September 30, 2012, and $2.8 million and $8.4 million for the comparable periods in 2011.

(b)         Net of tax of $17.6 million and $15.6 million for the three and nine months ended September 30, 2012, and $28.7 million and $44.4 million for the comparable periods in 2011.

(c)          Net of tax of $6.6 million for the nine months ended October 2, 2011.

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

2



Table of Contents

 

BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

September 30,

 

December 31,

 

($ in millions)

 

2012

 

2011

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

181.2

 

$

165.8

 

Receivables, net

 

1,206.3

 

910.4

 

Inventories, net

 

993.0

 

1,072.5

 

Deferred taxes and other current assets

 

189.8

 

173.2

 

Total current assets

 

2,570.3

 

2,321.9

 

Property, plant and equipment, net

 

2,220.2

 

2,220.2

 

Goodwill

 

2,249.1

 

2,247.1

 

Intangibles and other assets, net

 

484.4

 

495.4

 

Total assets

 

$

7,524.0

 

$

7,284.6

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Short-term debt and current portion of long-term debt

 

$

401.7

 

$

447.4

 

Accounts payable

 

906.3

 

847.3

 

Accrued employee costs

 

243.7

 

248.3

 

Other current liabilities

 

278.4

 

313.1

 

Total current liabilities

 

1,830.1

 

1,856.1

 

 

 

 

 

 

 

Long-term debt

 

2,932.1

 

2,696.7

 

Employee benefit obligations

 

1,061.9

 

1,143.7

 

Deferred taxes and other liabilities

 

229.8

 

210.1

 

Total liabilities

 

6,053.9

 

5,906.6

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common stock (328,493,535 shares issued - 2012; 327,003,933 shares issued - 2011)

 

1,008.3

 

941.7

 

Retained earnings

 

3,525.6

 

3,228.3

 

Accumulated other comprehensive earnings (loss)

 

(291.2

)

(335.2

)

Treasury stock, at cost (174,804,634 shares - 2012; 166,688,309 shares - 2011)

 

(2,944.5

)

(2,615.7

)

Total Ball Corporation shareholders’ equity

 

1,298.2

 

1,219.1

 

Noncontrolling interests

 

171.9

 

158.9

 

Total shareholders’ equity

 

1,470.1

 

1,378.0

 

Total liabilities and shareholders’ equity

 

$

7,524.0

 

$

7,284.6

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

3



Table of Contents

 

BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Nine Months Ended

 

 

 

September 30,

 

October 2,

 

($ in millions)

 

2012

 

2011

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

Net earnings

 

$

355.3

 

$

380.8

 

Discontinued operations, net of tax

 

2.9

 

2.9

 

Adjustments to reconcile net earnings to cash provided by (used in) continuing operating activities:

 

 

 

 

 

Depreciation and amortization

 

210.2

 

222.2

 

Deferred tax provision

 

15.4

 

14.3

 

Other, net

 

(6.0

)

65.0

 

Changes in working capital components

 

(188.5

)

(236.7

)

Cash provided by (used in) continuing operating activities

 

389.3

 

448.5

 

Cash provided by (used in) discontinued operating activities

 

(1.0

)

(7.5

)

Total cash provided by (used in) operating activities

 

388.3

 

441.0

 

Cash Flows from Investing Activities

 

 

 

 

 

Capital expenditures

 

(206.9

)

(323.8

)

Business acquisitions, net of cash acquired

 

(15.3

)

(295.2

)

Other, net

 

18.0

 

(7.3

)

Cash provided by (used in) investing activities

 

(204.2

)

(626.3

)

Cash Flows from Financing Activities

 

 

 

 

 

Long-term borrowings

 

1,269.8

 

685.7

 

Repayments of long-term borrowings

 

(982.7

)

(398.3

)

Net change in short-term borrowings

 

(98.8

)

340.1

 

Proceeds from issuances of common stock

 

40.8

 

31.8

 

Acquisitions of treasury stock

 

(345.7

)

(413.1

)

Common dividends

 

(46.6

)

(34.6

)

Other, net

 

(6.6

)

4.7

 

Cash provided by (used in) financing activities

 

(169.8

)

216.3

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

1.1

 

7.1

 

 

 

 

 

 

 

Change in cash and cash equivalents

 

15.4

 

38.1

 

Cash and cash equivalents - beginning of period

 

165.8

 

152.0

 

Cash and cash equivalents - end of period

 

$

181.2

 

$

190.1

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

4



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

1.              Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Ball Corporation and its controlled affiliates, including its consolidated variable interest entities (collectively Ball, the company, we or our), and have been prepared by the company. Certain information and footnote disclosures, including critical and significant accounting policies normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted for this quarterly presentation.

 

Results of operations for the periods shown are not necessarily indicative of results for the year, particularly in view of the seasonality in the packaging segments and the irregularity of contract revenues in the aerospace and technologies segment. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and the notes thereto included in the company’s Annual Report on Form 10-K filed on February 22, 2012, pursuant to Section 13 of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2011 (annual report).

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. These estimates are based on historical experience and various assumptions believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions and conditions. However, we believe that the financial statements reflect all adjustments which are of a normal and recurring nature and are necessary to fairly state the results of the interim periods.

 

The company utilized a third party appraiser to assist in the evaluation of the estimated useful lives of its drawn and ironed can and related end production equipment used to make beverage cans and ends and two-piece food cans. This evaluation was performed as a result of the global alignment of the company’s use and maintenance practices for this equipment and the company’s experience with the duration over which this equipment can be utilized. As a result, the company has revised the estimated useful lives of this type of equipment utilized throughout the company, which resulted in a net reduction in depreciation expense and cost of sales of $8.9 million ($5.6 million after tax, or $0.04 per diluted share) and $26.7 million ($16.8 million after tax, or $0.10 per diluted share) in the third quarter and first nine months of 2012, respectively, and is expected to result in a net decrease in 2012 full year depreciation expense and cost of sales of approximately $34.9 million ($22.3 million after tax, or $0.15 per diluted share) as compared to the amount of depreciation expense and cost of sales that would have been recognized by utilizing the prior depreciable lives. The company has also evaluated its estimates of the accounting for tooling, spare parts and dunnage, as well as the related obsolescence, and aligned its practices for all operations, resulting in a one-time increase in cost of sales and depreciation expense of $2.9 million ($1.7 million after tax, or $0.01 per diluted share) and $8.1 million ($4.7 million after tax, or $0.03 per diluted share) in the third quarter and first nine months of 2012, respectively, and is expected to result in an increase in cost of sales and depreciation expense of $11.0 million ($6.7 million after tax, or $0.04 per diluted share) for the full year, primarily attributable to the immediate recognition of expense as items are placed in service.

 

Effective January 1, 2012, the company changed the presentation of capitalized software in its unaudited condensed consolidated financial statements to classify such assets as intangible assets rather than property, plant and equipment. As a result, the amounts included in the balance sheet in intangible assets, net of accumulated amortization, were $47.0 million and $45.2 million as of September 30, 2012, and December 31, 2011, respectively. Capitalized software amounts that were previously reported as depreciation have been reclassified to amortization for all periods presented in the statements of earnings and cash flows, as well as in the notes to the unaudited condensed consolidated financial statements.

 

Certain prior period amounts have been reclassified in order to conform to the current period presentation.

 

5



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

2.              Accounting Pronouncements

 

Recently Adopted Accounting Standards

 

In September 2011, accounting guidance was issued to allow companies to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value as a basis for determining whether it is necessary to perform the two-step quantitative goodwill impairment test described in current accounting guidelines. The guidance was effective for Ball on January 1, 2012. Ball will be impacted by this new guidance during the fourth quarter of 2012 as the company performs its annual goodwill impairment test. The company does not expect the adoption to have a material effect on the unaudited condensed consolidated financial statements.

 

In June 2011, accounting guidance was issued requiring that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive earnings or in two separate but consecutive statements. The guidance also requires the company to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive earnings to net earnings, which has been delayed. Ball has historically presented comprehensive earnings within the statement of changes in shareholders’ equity and has adopted the two separate but consecutive statements presentation in its consolidated financial statements effective January 1, 2012. The new guidance did not have a material effect on the company’s unaudited condensed consolidated financial statements.

 

In May 2011, amendments to existing accounting guidance were issued that result in a more consistent definition of fair value and common requirements for measurement of, and disclosure about, fair value between United States of America (U.S.) GAAP and International Financial Reporting Standards (IFRS). The amendments in the new guidance provide explanations on how to measure fair value but do not require additional fair value measurements. The new fair value guidance was effective for Ball as of January 1, 2012, and did not have a material effect on the company’s unaudited condensed consolidated financial statements or disclosures.

 

New Accounting Guidance

 

In December 2011, accounting guidance was issued requiring disclosures to help reconcile differences in the offsetting requirements under U.S. GAAP and IFRS. The new disclosure requirements mandate that companies disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. The guidance is effective for Ball on January 1, 2013, and is not expected to have a material effect on the company’s unaudited condensed consolidated financial statements.

 

3.              Business Segment Information

 

Ball’s operations are organized and reviewed by management along its product lines and presented in the following four reportable segments.

 

Metal beverage packaging, Americas and AsiaConsists of the metal beverage packaging, Americas, operations in the U.S., Canada and Brazil, and the metal beverage packaging, Asia, operations in the People’s Republic of China (PRC). The Americas and Asia segments have been aggregated based on similar economic and qualitative characteristics. The operations in this reporting segment manufacture and sell metal beverage containers, and also manufacture and sell non-beverage plastic containers in the PRC.

 

Metal beverage packaging, EuropeConsists of operations in several countries in Europe, which manufacture and sell metal beverage containers, extruded aluminum aerosol containers and aluminum slugs.

 

Metal food and household products packaging, Americas:  Consists of operations in the U.S., Canada and Argentina, which manufacture and sell metal food, aerosol, paint and general line containers, as well as decorative specialty containers and aluminum slugs.

 

Aerospace and technologies:  Consists of the manufacture and sale of aerospace and other related products and the providing of services used in the defense, civil space and commercial space industries.

 

6



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

3.              Business Segment Information (continued)

 

The accounting policies of the segments are the same as those in the unaudited condensed consolidated financial statements. A discussion of the company’s critical and significant accounting policies can be found in Ball’s annual report. The company also has investments in companies in the U.S. and Vietnam, which are accounted for under the equity method of accounting and, accordingly, those results are not included in segment sales or earnings.

 

7



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

3.              Business Segment Information (continued)

 

Summary of Business by Segment

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

October 2,

 

September 30,

 

October 2,

 

($ in millions)

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

 

 

 

 

 

 

 

Metal beverage packaging, Americas & Asia

 

$

1,169.6

 

$

1,125.4

 

$

3,426.9

 

$

3,321.8

 

Metal beverage packaging, Europe

 

493.4

 

515.7

 

1,512.6

 

1,566.6

 

Metal food & household products packaging, Americas

 

403.2

 

413.2

 

1,061.2

 

1,103.6

 

Aerospace & technologies

 

219.9

 

208.4

 

631.8

 

599.5

 

Corporate and intercompany eliminations

 

(3.6

)

(4.4

)

(11.0

)

(12.3

)

Net sales

 

$

2,282.5

 

$

2,258.3

 

$

6,621.5

 

$

6,579.2

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

 

 

 

 

 

 

Metal beverage packaging, Americas & Asia

 

$

142.2

 

$

120.1

 

$

384.5

 

$

361.8

 

Business consolidation and other activities

 

(31.5

)

(1.4

)

(32.9

)

(14.8

)

Total metal beverage packaging, Americas & Asia

 

110.7

 

118.7

 

351.6

 

347.0

 

 

 

 

 

 

 

 

 

 

 

Metal beverage packaging, Europe

 

61.8

 

64.9

 

181.2

 

202.7

 

Business consolidation and other activities

 

(3.5

)

 

(6.2

)

(2.9

)

Total metal beverage packaging, Europe

 

58.3

 

64.9

 

175.0

 

199.8

 

 

 

 

 

 

 

 

 

 

 

Metal food & household products packaging, Americas

 

42.6

 

39.5

 

102.5

 

120.6

 

Business consolidation and other activities

 

 

(1.4

)

 

(1.4

)

Total metal food & household products packaging, Americas

 

42.6

 

38.1

 

102.5

 

119.2

 

 

 

 

 

 

 

 

 

 

 

Aerospace & technologies

 

22.5

 

21.2

 

62.4

 

61.6

 

 

 

 

 

 

 

 

 

 

 

Segment earnings before interest and taxes

 

234.1

 

242.9

 

691.5

 

727.6

 

 

 

 

 

 

 

 

 

 

 

Undistributed corporate expenses and intercompany eliminations, net

 

(13.7

)

(13.8

)

(48.4

)

(50.3

)

Business consolidation and other activities

 

(1.8

)

(0.5

)

(4.9

)

(0.6

)

Total undistributed corporate expenses and intercompany eliminations, net

 

(15.5

)

(14.3

)

(53.3

)

(50.9

)

 

 

 

 

 

 

 

 

 

 

Earnings before interest and taxes

 

218.6

 

228.6

 

638.2

 

676.7

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(44.2

)

(43.0

)

(149.3

)

(134.7

)

Tax provision

 

(51.7

)

(47.6

)

(129.7

)

(160.2

)

Equity in results of affiliates, net of tax

 

(0.8

)

0.8

 

(1.0

)

1.9

 

Net earnings from continuing operations

 

121.9

 

138.8

 

358.2

 

383.7

 

Discontinued operations, net of tax

 

(2.2

)

(1.3

)

(2.9

)

(2.9

)

Net earnings

 

119.7

 

137.5

 

355.3

 

380.8

 

Less net earnings attributable to noncontrolling interests

 

(4.6

)

(5.4

)

(12.4

)

(14.3

)

Net earnings attibutable to Ball Corporation

 

$

115.1

 

$

132.1

 

$

342.9

 

$

366.5

 

 

8



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

3.              Business Segment Information (continued)

 

 

 

September 30,

 

December 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Total Assets

 

 

 

 

 

Metal beverage packaging, Americas & Asia

 

$

3,240.7

 

$

3,163.1

 

Metal beverage packaging, Europe

 

2,558.9

 

2,434.3

 

Metal food & household products packaging, Americas

 

1,162.5

 

1,115.0

 

Aerospace & technologies

 

315.8

 

284.3

 

Segment assets

 

7,277.9

 

6,996.7

 

Corporate assets, net of eliminations

 

246.1

 

287.9

 

Total assets

 

$

7,524.0

 

$

7,284.6

 

 

4.              Acquisitions

 

Tubettificio Europeo S.p.A. (Tubettificio)

 

During the third quarter of 2012, the company acquired certain beverage can manufacturing assets from Tubettificio, a small regional manufacturer in Italy, for cash of approximately $15.3 million. The acquisition is expected to generate returns in excess of the company’s hurdle rate in the first year and is not material to the metal beverage packaging, Europe, segment.

 

Qingdao M.C. Packaging Ltd. (QMCP)

 

In October 2011, Ball acquired the remaining 60 percent interest in a joint venture metal beverage container facility in Qingdao, PRC. As a result of purchase accounting, the company recorded a gain of $9.2 million in equity in results of affiliates, related to the previously held interest in the joint venture. The acquisition of the remaining interest is not material to the metal beverage packaging, Americas and Asia, segment.

 

Aerocan S.A.S. (Aerocan)

 

In January 2011, the company acquired Aerocan for €221.7 million ($295.2 million) in cash and assumed debt, net of $26.2 million of cash acquired. Aerocan is a leading European manufacturer of extruded aluminum aerosol containers, and the aluminum slugs used to make them, for customers in the personal care, pharmaceutical, beverage and food industries. It operates three aerosol container manufacturing facilities — one each in the Czech Republic, France and the United Kingdom — and is a 51 percent owner of a joint venture aluminum slug facility in France. The acquisition of Aerocan allows Ball to expand into a new product category that is growing faster than other parts of our business, while aligning with a new customer base at returns that meet or exceed the company’s cost of capital. The acquired operations have been included in the metal beverage packaging, Europe, segment since the acquisition date.

 

Management’s fair market valuation of acquired assets and liabilities is summarized below. The valuation was based on market and income approaches.

 

($ in millions)

 

 

 

Other assets and liabilities, net

 

$

6.5

 

Property, plant and equipment

 

95.8

 

Goodwill

 

167.3

 

Other intangible assets

 

53.9

 

Deferred taxes

 

(22.3

)

Noncontrolling interest

 

(6.0

)

Net assets acquired

 

$

295.2

 

 

9



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

4.              Acquisitions (continued)

 

Certain customer contracts, customer relationships and developed technology were identified as intangible assets by the company and assigned estimated useful lives between 5 and 12 years. The intangible assets are being amortized on a straight-line basis.

 

5.              Dispositions

 

Plastics Packaging, Americas

 

In August 2010, the company completed the sale of its plastics packaging, Americas, business to Amcor Limited. The following table summarizes the operating results for the discontinued operations:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

October 2,

 

September 30,

 

October 2,

 

($ in millions)

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Business consolidation and other activities

 

$

(3.5

)

$

(2.2

)

$

(4.7

)

$

(4.0

)

Loss on sale of business

 

 

 

 

(0.8

)

Tax benefit (provision)

 

1.3

 

0.9

 

1.8

 

1.9

 

Discontinued operations, net of tax

 

$

(2.2

)

$

(1.3

)

$

(2.9

)

$

(2.9

)

 

6.              Business Consolidation Activities

 

Following is a summary of business consolidation and other activity charges included in the unaudited condensed consolidated statements of earnings:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

October 2,

 

September 30,

 

October 2,

 

($ in millions)

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Metal beverage packaging, Americas & Asia

 

$

(31.5

)

$

(1.4

)

$

(32.9

)

$

(14.8

)

Metal beverage packaging, Europe

 

(3.5

)

 

(6.2

)

(2.9

)

Metal food & household products packaging, Americas

 

 

(1.4

)

 

(1.4

)

Corporate and other

 

(1.8

)

(0.5

)

(4.9

)

(0.6

)

 

 

$

(36.8

)

$

(3.3

)

$

(44.0

)

$

(19.7

)

 

Following is a summary by segment of the activity in the business consolidation reserves:

 

($ in millions)

 

Metal Beverage
Packaging,
Americas &
Asia

 

Metal Food &
Household
Products
Packaging,
Americas

 

Corporate and
Other Costs

 

Total

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2011

 

$

2.7

 

$

5.8

 

$

4.1

 

$

12.6

 

Charges to earnings

 

19.5

 

 

4.3

 

23.8

 

Cash payments and other activity

 

(1.2

)

(2.7

)

(0.6

)

(4.5

)

Balance at September 30, 2012

 

$

21.0

 

$

3.1

 

$

7.8

 

$

31.9

 

 

The carrying value of fixed assets remaining for sale in connection with facility closures was approximately $17.3 million at September 30, 2012.

 

10



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

6.              Business Consolidation Activities (continued)

 

2012

 

Metal Beverage Packaging, Americas and Asia

 

In August 2012, Ball announced plans to close its Columbus, Ohio, U.S., beverage can manufacturing facility and its Gainesville, Florida, U.S., end facility. The two facilities are being closed in order to consolidate the company’s 12-ounce beverage can and end production capacity to meet changing market demand. In connection with the closures, the company recorded initial charges of $31.3 million in the third quarter, of which $20.1 million represented severance, pension and other employee benefits; $6.6 million represented accelerated depreciation and $4.6 million represented the obsolescence of tooling and spares. Additional charges to close the facilities of approximately $33 million are expected to be recorded through the first half of 2013, the majority of which will be recorded in the fourth quarter of 2012.

 

The third quarter and first nine months of 2012 also included net charges of $0.2 million and $1.6 million for ongoing costs related to previously closed facilities and other insignificant costs.

 

Metal Beverage Packaging, Europe, and Corporate

 

The third quarter and first nine months included charges of $4.2 million and $9.6 million, respectively, as well as $1.3 million of additional tax expense, in connection with the relocation of the company’s European headquarters from Germany to Switzerland, which was completed during the third quarter of 2012.

 

The third quarter and first nine months of 2012 also included net charges of $1.1 million and $1.5 million, respectively, for ongoing costs related to previously closed facilities and other insignificant charges.

 

2011

 

Metal Beverage Packaging, Americas and Asia

 

In January 2011, Ball announced plans to close its Torrance, California, beverage can manufacturing facility; relocate a 12-ounce can line from the Torrance facility to its Whitby, Ontario, facility; and expand specialty can production in its Fort Worth, Texas, facility. The company recorded charges of $1.4 million and $14.2 million during the third quarter and first nine months of 2011, respectively, in connection with these activities. Of the total $14.2 million recorded in the first nine months, $10.1 million represented severance, pension and other employee benefits; $2.4 million represented accelerated depreciation; and $1.7 million represented other costs. The first quarter of 2011 also included an impairment charge of $2.3 million to reduce the recorded value of the facility to its estimated net realizable value. The impairment charge was reversed during the third quarter based on information received during the quarter regarding the saleable value of the facility. In October 2011, the land and building at the Torrance location were sold for net proceeds of $23.4 million, resulting in a gain of $6.9 million, which was reported in the fourth quarter.

 

An additional $0.6 million of net charges were recorded in the first nine months of 2011, primarily to reflect individually insignificant charges related to previously announced manufacturing facility closures.

 

Metal Beverage Packaging, Europe

 

In connection with the acquisition of Aerocan discussed in Note 4, the company recorded charges totaling $2.9 million for transaction costs, which were expensed as incurred.

 

Metal Food and Household Products Packaging, Americas

 

In September 2011, the company discontinued production of certain products in a facility and recorded a charge of $1.4 million in connection with this discontinuance.

 

11



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

7.              Receivables

 

 

 

September 30,

 

December 31,

 

($ in millions)

 

2012

 

2011

 

 

 

 

 

 

 

Trade accounts receivable (net of allowance for doubtful accounts of $13.0 at September 30, 2012, and $13.4 at December 31, 2011)

 

$

1,147.7

 

$

840.6

 

Other receivables

 

58.6

 

69.8

 

 

 

$

1,206.3

 

$

910.4

 

 

8.              Inventories

 

 

 

September 30,

 

December 31,

 

($ in millions)

 

2012

 

2011

 

 

 

 

 

 

 

Raw materials and supplies

 

$

380.3

 

$

442.4

 

Work in process and finished goods

 

612.7

 

630.1

 

 

 

$

993.0

 

$

1,072.5

 

 

9.              Property, Plant and Equipment

 

 

 

September 30,

 

December 31,

 

($ in millions)

 

2012

 

2011

 

 

 

 

 

 

 

Land

 

$

87.7

 

$

89.4

 

Buildings

 

892.2

 

881.3

 

Machinery and equipment

 

3,312.6

 

3,121.1

 

Construction in progress

 

226.0

 

291.4

 

 

 

4,518.5

 

4,383.2

 

Accumulated depreciation

 

(2,298.3

)

(2,163.0

)

 

 

$

2,220.2

 

$

2,220.2

 

 

Property, plant and equipment are stated at historical or acquired cost. Depreciation expense amounted to $64.4 million and $190.2 million for the three and nine months ended September 30, 2012, respectively, and $66.2 million and $198.4 million for the comparable periods in 2011, respectively.

 

10.       Goodwill

 

($ in millions)

 

Metal Beverage
Packaging,
Americas &
Asia

 

Metal Beverage
Packaging,
Europe

 

Metal Food &
Household
Products
Packaging,
Americas

 

Total

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2011

 

$

740.7

 

$

1,126.1

 

$

380.3

 

$

2,247.1

 

Business acquisition

 

 

10.4

 

 

10.4

 

Effects of currency exchange rates

 

 

(8.4

)

 

(8.4

)

Balance at September 30, 2012

 

$

740.7

 

$

1,128.1

 

$

380.3

 

$

2,249.1

 

 

12



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

11.       Intangibles and Other Assets

 

 

 

September 30,

 

December 31,

 

($ in millions)

 

2012

 

2011

 

 

 

 

 

 

 

Investment in affiliates

 

$

31.9

 

$

26.4

 

Intangible assets (net of accumulated amortization of $62.3 at September 30, 2012, and $46.6 at December 31, 2011)

 

167.0

 

180.6

 

Capitalized software (net of accumulated amortization of $74.3 at September 30, 2012, and $68.9 at December 31, 2011)

 

47.0

 

45.2

 

Company and trust-owned life insurance

 

125.9

 

145.7

 

Deferred financing costs

 

38.9

 

35.4

 

Other

 

73.7

 

62.1

 

 

 

$

484.4

 

$

495.4

 

 

Total amortization expense of intangible assets amounted to $10.3 million and $20.0 million for the three and nine months ended September 30, 2012, respectively, and $8.3 million and $23.8 million for the comparable periods in 2011, respectively.

 

12.       Debt

 

Long-term debt consisted of the following:

 

 

 

September 30, 2012

 

December 31, 2011

 

 

 

In Local

 

 

 

In Local

 

 

 

($ in millions)

 

Currency

 

In U.S. $

 

Currency

 

In U.S. $

 

 

 

 

 

 

 

 

 

 

 

Notes Payable

 

 

 

 

 

 

 

 

 

7.125% Senior Notes, due September 2016

 

$

375.0

 

$

375.0

 

$

375.0

 

$

375.0

 

6.625% Senior Notes, due March 2018

 

$

 

 

$

450.0

 

450.0

 

7.375% Senior Notes, due September 2019

 

$

325.0

 

325.0

 

$

325.0

 

325.0

 

6.75% Senior Notes, due September 2020

 

$

500.0

 

500.0

 

$

500.0

 

500.0

 

5.75% Senior Notes, due May 2021

 

$

500.0

 

500.0

 

$

500.0

 

500.0

 

5.00% Senior Notes, due March 2022

 

$

750.0

 

750.0

 

$

 

 

Senior Credit Facilities, due December 2015 (at variable rates)

 

 

 

 

 

 

 

 

 

Term A Loan, U.S. dollar denominated

 

$

182.5

 

182.5

 

$

195.0

 

195.0

 

Term B Loan, British sterling denominated

 

£

48.5

 

78.3

 

£

50.4

 

78.3

 

Term C Loan, euro denominated

 

95.0

 

122.2

 

98.8

 

128.0

 

Latapack-Ball Notes Payable (at various rates and terms)

 

$

190.6

 

190.6

 

$

170.6

 

170.6

 

Other (including discounts and premiums)

 

Various

 

32.1

 

Various

 

42.6

 

 

 

 

 

3,055.7

 

 

 

2,764.5

 

Less: Current portion of long-term debt

 

 

 

(123.6

)

 

 

(67.8

)

 

 

 

 

$

2,932.1

 

 

 

$

2,696.7

 

 

13



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

12.       Debt (continued)

 

On March 9, 2012, Ball issued $750 million of 5.00 percent senior notes due in March 2022. On the same date, the company tendered for the redemption of its 6.625 percent senior notes originally due in March 2018 in the amount of $450 million, at a redemption price per note of 102.583 percent of the outstanding principal amount plus accrued interest. The company redeemed $392.7 million during the first quarter of 2012, and the remaining $57.3 million was redeemed during the second quarter. The redemption of the bonds resulted in a charge of $15.1 million for the call premium and the write off of unamortized financing costs and premiums. The charge is included as a component of interest expense in the unaudited condensed consolidated statement of earnings.

 

The senior credit facilities bear interest at variable rates and include the term loans described in the table above, as well as a long-term, multi-currency committed revolving credit facility that provides the company with up to the U.S. dollar equivalent of $1 billion. An amendment to the company’s existing credit agreement was finalized in July 2012 to reflect the addition and deletion of various legal entities as borrowers, primarily as a result of the relocation of Ball’s European headquarters to Switzerland, and to ensure compliance with Swiss laws and regulations. The amendment also reflects modifications, including increasing various covenant baskets that are available to the company.

 

At September 30, 2012, taking into account outstanding letters of credit and facility borrowings, approximately $983 million was available under the company’s long-term, multi-currency committed revolving credit facilities, which are available until December 2015. In addition to the long-term, multi-currency committed credit facilities, the company had approximately $476 million of short-term uncommitted credit facilities available at the end of the quarter, of which $154.1 million was outstanding and due on demand.

 

In August 2011, the company entered into an accounts receivable securitization agreement for a term of three years, which was amended in September 2012. The maximum the company can borrow under the amended agreement can vary between $110 million and $235 million depending on the seasonal accounts receivable balances in the company’s North American packaging businesses. Prior to the amendment in September, the maximum borrowings could vary between $150 million and $275 million. At September 30, 2012, and December 31, 2011, $124.0 million and $231.0 million of accounts receivable were sold under this agreement, respectively. Borrowings under the securitization agreement are included within the short-term debt and current portion of long-term debt line on the balance sheet.

 

The fair value of the long-term debt at September 30, 2012, and at December 31, 2011, approximated its carrying value. The fair value reflects the market rates at each period end for debt with credit ratings similar to the company’s ratings. Rates currently available to the company for loans with similar terms and maturities are used to estimate the fair value of long-term debt based on discounted cash flows.

 

The senior notes and senior credit facilities are guaranteed on a full, unconditional and joint and several basis by certain of the company’s wholly owned domestic subsidiaries. Certain foreign denominated tranches of the senior credit facilities are similarly guaranteed by certain of the company’s wholly owned foreign subsidiaries. Note 20 contains further details as well as required unaudited condensed consolidating financial information for the company, segregating the guarantor subsidiaries and non-guarantor subsidiaries as defined in the senior notes agreements.

 

The U.S. note agreements, bank credit agreement and accounts receivable securitization agreement contain certain restrictions relating to dividend payments, share repurchases, investments, financial ratios, guarantees and the incurrence of additional indebtedness. The most restrictive of the company’s debt covenants require the company to maintain an interest coverage ratio (as defined in the agreements) of no less than 3.50 and a leverage ratio (as defined) of no greater than 4.00.  The company was in compliance with all loan agreements and debt covenants at September 30, 2012, and December 31, 2011, and has met all debt payment obligations.

 

The Latapack-Ball debt facilities contain various covenants and restrictions but are non-recourse to Ball Corporation and its wholly owned subsidiaries.

 

14



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

13.       Employee Benefit Obligations

 

 

 

September 30,

 

December 31,

 

($ in millions)

 

2012

 

2011

 

 

 

 

 

 

 

Total defined benefit pension liability

 

$

647.9

 

$

731.6

 

Less current portion

 

(25.8

)

(24.8

)

Long-term defined benefit pension liability

 

622.1

 

706.8

 

Retiree medical and other postemployment benefits

 

172.7

 

169.2

 

Deferred compensation plans

 

230.6

 

228.0

 

Other

 

36.5

 

39.7

 

 

 

$

1,061.9

 

$

1,143.7

 

 

Components of net periodic benefit cost associated with the company’s defined benefit pension plans were:

 

 

 

Three Months Ended

 

 

 

September 30, 2012

 

October 2, 2011

 

($ in millions)

 

U.S.

 

Foreign

 

Total

 

U.S.

 

Foreign

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

11.7

 

$

2.0

 

$

13.7

 

$

10.8

 

$

2.0

 

$

12.8

 

Interest cost

 

14.2

 

7.1

 

21.3

 

14.5

 

7.7

 

22.2

 

Expected return on plan assets

 

(18.6

)

(4.3

)

(22.9

)

(18.1

)

(4.2

)

(22.3

)

Amortization of prior service cost

 

0.2

 

(0.1

)

0.1

 

0.3

 

(0.1

)

0.2

 

Recognized net actuarial loss

 

8.4

 

1.8

 

10.2

 

5.4

 

1.5

 

6.9

 

Curtailment loss

 

0.1

 

 

0.1

 

 

 

 

Subtotal

 

16.0

 

6.5

 

22.5

 

12.9

 

6.9

 

19.8

 

Multiemployer plans

 

0.6

 

 

0.6

 

0.3

 

 

0.3

 

Net periodic benefit cost

 

$

16.6

 

$

6.5

 

$

23.1

 

$

13.2

 

$

6.9

 

$

20.1

 

 

 

 

Nine Months Ended

 

 

 

September 30, 2012

 

October 2, 2011

 

($ in millions)

 

U.S.

 

Foreign

 

Total

 

U.S.

 

Foreign

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

35.1

 

$

5.9

 

$

41.0

 

$

32.4

 

$

6.0

 

$

38.4

 

Interest cost

 

42.4

 

21.5

 

63.9

 

43.3

 

23.3

 

66.6

 

Expected return on plan assets

 

(55.5

)

(12.8

)

(68.3

)

(54.1

)

(12.9

)

(67.0

)

Amortization of prior service cost

 

0.7

 

(0.3

)

0.4

 

0.9

 

(0.3

)

0.6

 

Recognized net actuarial loss

 

25.1

 

5.3

 

30.4

 

16.1

 

4.4

 

20.5

 

Curtailment loss

 

0.3

 

 

0.3

 

4.4

 

 

4.4

 

Subtotal

 

48.1

 

19.6

 

67.7

 

43.0

 

20.5

 

63.5

 

Multiemployer plans

 

2.0

 

 

2.0

 

1.1

 

 

1.1

 

Net periodic benefit cost

 

$

50.1

 

$

19.6

 

$

69.7

 

$

44.1

 

$

20.5

 

$

64.6

 

 

Contributions to the company’s defined global benefit pension plans, not including the unfunded German plans, were $108.7 million in the first nine months of 2012 ($20.6 million in 2011). The total contributions to these funded plans are expected to be approximately $110 million for the full year. This estimate may change based on changes in the Pension Protection Act and actual plan asset performance, among other factors. Payments to participants in the unfunded German plans were $16.3 million (€12.8 million) in the first nine months of 2012 and are expected to be approximately $22 million (approximately €17 million) for the full year.

 

15



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

14.  Shareholders’ Equity and Comprehensive Earnings

 

Accumulated Other Comprehensive Earnings (Loss)

 

The activity related to accumulated other comprehensive earnings (loss) was as follows:

 

($ in millions)

 

Foreign
Currency
Translation

 

Pension and
Other
Postretirement
Benefits
(Net of Tax)

 

Effective
Derivatives
(Net of Tax)

 

Accumulated
Other
Comprehensive
Earnings (Loss)

 

 

 

 

 

 

 

 

 

 

 

December 31, 2011

 

$

84.7

 

$

(381.5

)

$

(38.4

)

$

(335.2

)

Change

 

(1.9

)

20.2

 

25.7

 

44.0

 

September 30, 2012

 

$

82.8

 

$

(361.3

)

$

(12.7

)

$

(291.2

)

 

Share Repurchase Agreements

 

On February 1, 2012, in a privately negotiated transaction, Ball entered into an accelerated share repurchase agreement to buy $200 million of its common shares using cash on hand and available borrowings. The company advanced the $200 million on February 3, 2012, and received 4,584,819 shares, which represented 90 percent of the total shares as calculated using the closing price on January 31, 2012. The agreement was settled in May 2012, and the company received an additional 334,039 shares, which represented a weighted average price of $40.66 for the contract period.

 

On October 28, 2011, in a privately negotiated transaction, Ball entered into an accelerated share repurchase agreement to buy $100 million of its common shares using cash on hand and available borrowings. The company advanced the $100 million on November 2, 2011, and received 2,523,836 shares, which represented 90 percent of the total shares as calculated using the closing price on October 28, 2011. The agreement was settled in January 2012, and the company received an additional 361,615 shares, which represented a weighted average price of $34.66 for the contract period.

 

On August 2, 2011, in a privately negotiated transaction, Ball entered into an accelerated share repurchase agreement to buy $125 million of its common shares using cash on hand and available borrowings. The company advanced the $125 million on August 5, 2011, and received 3,077,976 shares, which represented 90 percent of the total shares as calculated using the previous day’s closing share price. The agreement was settled in September 2011, and the company received an additional 526,532 shares, which represented a weighted average price of $34.68 for the contract period.

 

16



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

15.       Stock-Based Compensation Programs

 

The company has shareholder-approved stock option plans under which options to purchase shares of Ball common stock have been granted to officers and employees at the market value of the stock at the date of grant. Payment must be made at the time of exercise in cash or with shares of stock owned by the option holder, which are valued at fair market value on the date exercised. In general, options are exercisable in four equal installments commencing one year from the date of grant and terminating 10 years from the date of grant. A summary of stock option activity for the nine months ended September 30, 2012, follows:

 

 

 

Outstanding Options

 

Nonvested Options

 

 

 

Number of
Shares

 

Weighted
Average
Exercise Price

 

Number of
Shares

 

Weighted
Average Grant
Date Fair Value

 

 

 

 

 

 

 

 

 

 

 

Beginning of year

 

10,943,025

 

$

23.64

 

3,678,286

 

$

7.51

 

Granted

 

1,476,100

 

37.70

 

1,476,100

 

9.44

 

Vested

 

 

 

 

 

(1,472,156

)

6.99

 

Exercised

 

(1,663,274

)

18.59

 

 

 

 

 

Canceled/forfeited

 

(93,300

)

27.84

 

(93,300

)

7.47

 

End of period

 

10,662,551

 

26.33

 

3,588,930

 

8.52

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable, end of period

 

7,073,621

 

23.16

 

 

 

 

 

Reserved for future grants

 

3,894,405

 

 

 

 

 

 

 

 

The options granted in January 2012 included 659,000 stock-settled stock appreciation rights, which have the same terms as the stock options. The weighted average remaining contractual term for all options outstanding at September 30, 2012, was 6.3 years and the aggregate intrinsic value (difference in exercise price and closing price at that date) was $170.4 million. The weighted average remaining contractual term for options vested and exercisable at September 30, 2012, was 5.2 years and the aggregate intrinsic value was $135.5 million.

 

The company received $5.6 million from options exercised during the three months ended September 30, 2012, and the intrinsic value associated with these exercises was $6.5 million. During the nine months ended September 30, 2012, the company received $23.5 million from options exercised, and the intrinsic value associated with exercises for that period was $30.6 million. The tax benefit associated with the company’s stock compensation programs was $3.2 million and $16.4 million for the third quarter and first nine months of 2012, respectively, and was reported as other financing activities in the unaudited condensed consolidated statement of cash flows.

 

These options cannot be traded in any equity market. However, based on the Black-Scholes option pricing model, options granted in 2012 and 2011 have estimated weighted average fair values at the grant dates of $9.44 and $9.77 per share, respectively. The actual value an employee may realize will depend on the excess of the stock price over the exercise price on the date the option is exercised. Consequently, there is no assurance that the value realized by an employee will be at or near the value estimated. The fair values were estimated using the following weighted average assumptions:

 

 

 

 

 

January and

 

 

 

January 2012

 

April 2011

 

 

 

 

 

 

 

Expected dividend yield

 

1.06

%

0.78

%

Expected stock price volatility

 

30.22

%

30.04

%

Risk-free interest rate

 

0.84

%

1.97

%

Expected life of options (in years)

 

5.26

 

5.00

 

 

17



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

15.  Stock-Based Compensation Programs (continued)

 

In addition to stock options, the company issues to officers and certain employees restricted shares and restricted stock units, which vest over various periods. Other than the performance-contingent grants discussed below, such restricted shares and restricted stock units generally vest in equal installments over five years. Compensation cost is recorded based upon the estimated fair value of the shares at the grant date.

 

The following is a summary of restricted stock activity for the three months ended September 30, 2012:

 

 

 

Number of
Shares/Units

 

Weighted
Average Grant
Price

 

 

 

 

 

 

 

Beginning of year

 

1,818,234

 

$

24.86

 

Granted

 

386,814

 

$

39.13

 

Vested

 

(413,624

)

$

20.77

 

Canceled/forfeited

 

(23,542

)

$

29.80

 

End of period

 

1,767,882

 

$

28.87

 

 

In January 2012 and 2011, the company’s board of directors granted 223,600 and 210,330 performance-contingent restricted stock units, respectively, to key employees, which will cliff-vest if the company’s return on average invested capital during a 36-month performance period is equal to or exceeds the company’s cost of capital. If the performance goals are not met, the shares will be forfeited. Current assumptions are that the performance targets will be met and, accordingly, grants under the plan are being accounted for as equity awards and compensation expense is recorded based upon the closing market price of the shares at the grant date. On a quarterly basis, the company reassesses the probability of the goals being met and adjusts compensation expense as appropriate. No such adjustment was considered necessary during the first nine months of 2012 for either grant.

 

For the three and nine months ended September 30, 2012, the company recognized expense of $6.6 million ($4.0 million after tax) and $20.2 million ($12.3 million after tax), respectively, for share-based compensation arrangements in selling, general and administrative expenses. For the three and nine months ended October 2, 2011, the company recognized expense of $5.3 million ($3.2 million after tax) and $17.6 million ($10.7 million after tax) for such arrangements. At September 30, 2012, there was $48.2 million of total unrecognized compensation costs related to nonvested share-based compensation arrangements. This cost is expected to be recognized in earnings over a weighted average period of 2.4 years.

 

16.  Earnings and Dividends Per Share

 

 

 

Three Months Ended

 

Nine Months Ended

 

($ in millions, except per share amounts;

 

September 30,

 

October 2,

 

September 30,

 

October 2,

 

shares in thousands)

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Net earnings attributable to Ball Corporation

 

$

115.1

 

$

132.1

 

$

342.9

 

$

366.5

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares

 

153,604

 

163,898

 

155,561

 

166,779

 

Effect of dilutive securities

 

3,504

 

3,465

 

3,402

 

3,469

 

Weighted average shares applicable to diluted earnings per share

 

157,108

 

167,363

 

158,963

 

170,248

 

 

 

 

 

 

 

 

 

 

 

Per basic share

 

$

0.75

 

$

0.81

 

$

2.20

 

$

2.20

 

Per diluted share

 

$

0.73

 

$

0.79

 

$

2.16

 

$

2.15

 

 

18



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

16.  Earnings and Dividends Per Share (continued)

 

Certain outstanding options were excluded from the diluted earnings per share calculation because they were anti-dilutive (i.e., the sum of the proceeds, including the unrecognized compensation and windfall tax benefits, exceeded the average closing stock price for the period). The options excluded totaled 1,507,825 and 2,128,275 in the three and nine months ended September 30, 2012, respectively, and 1,362,260 in both the three and nine months ended October 2, 2011.

 

The company declared and paid dividends of $0.10 per share in each of the first three quarters of 2012 and $0.07 per share in each of the first three quarters of 2011.

 

17.  Financial Instruments and Risk Management

 

The company employs established risk management policies and procedures, which seek to reduce the company’s exposure to fluctuations in commodity prices, interest rates, currency exchange rates and prices of the company’s common stock with regard to common share repurchases and the company’s deferred compensation stock plan. However, there can be no assurance that these policies and procedures will be successful. Although the instruments utilized involve varying degrees of credit, market and interest risk, the counterparties to the agreements are expected to perform fully under the terms of the agreements. The company monitors counterparty credit risk, including lenders, on a regular basis, but Ball cannot be certain that all risks will be discerned or that its risk management policies and procedures will always be effective.

 

Commodity Price Risk

 

Aluminum

 

The company manages commodity price risk in connection with market price fluctuations of aluminum ingot through two different methods. First, the company enters into container sales contracts that include aluminum ingot-based pricing terms that generally reflect the same price fluctuations under commercial purchase contracts for aluminum sheet. The terms include fixed, floating or pass-through aluminum ingot component pricing. Second, the company uses certain derivative instruments such as option and forward contracts as economic and cash flow hedges of commodity price risk where there is not an arrangement in the sales contract to match underlying purchase volumes and pricing with sales volumes and pricing.

 

The company had aluminum contracts limiting its aluminum exposure with notional amounts of approximately $449 million at September 30, 2012. The aluminum contracts include economic derivative instruments that are undesignated and receive mark to fair value accounting treatment, as well as cash flow hedges that offset sales contracts of various terms and lengths. Cash flow hedges relate to forecasted transactions that expire within the next five years. Included in shareholders’ equity at September 30, 2012, within accumulated other comprehensive earnings (loss) is a net after-tax loss of $6.1 million associated with these contracts. A net loss of $10.0 million is expected to be recognized in the consolidated statement of earnings during the next 12 months, the majority of which will be offset by pricing changes in sales and purchase contracts, thus resulting in little or no earnings impact to Ball.

 

Steel

 

Most sales contracts involving our steel products either include provisions permitting the company to pass through some or all steel cost changes incurred, or they incorporate annually negotiated steel prices.

 

Interest Rate Risk

 

The company’s objective in managing exposure to interest rate changes is to minimize the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, the company may use a variety of interest rate swaps, collars and options to manage our mix of floating and fixed-rate debt. Interest rate instruments held by the company at September 30, 2012, included pay-fixed interest rate swaps, which effectively convert variable rate obligations to fixed-rate instruments.

 

19



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

17.  Financial Instruments and Risk Management (continued)

 

At September 30, 2012, the company had outstanding interest rate swap contracts with notional amounts of approximately $300 million paying fixed rates expiring within the next five years. Included in shareholders’ equity at September 30, 2012, within accumulated other comprehensive earnings (loss) is a net after-tax loss of $0.8 million associated with these contracts, all of which is expected to be recognized in the consolidated statement of earnings during the next 12 months.

 

Currency Exchange Rate Risk

 

The company’s objective in managing exposure to currency fluctuations is to limit the exposure of cash flows and earnings from changes associated with currency exchange rate changes through the use of various derivative contracts. In addition, at times the company manages earnings translation volatility through the use of currency option strategies, and the change in the fair value of those options is recorded in the company’s net earnings. The company’s currency translation risk results from the currencies in which we transact business. The company faces currency exposures in our global operations as a result of various factors including intercompany currency denominated loans, purchasing raw materials in U.S. dollars and other currencies and tax exposures not denominated in the functional currency. Sales contracts are negotiated with customers to reflect cost changes and, where there is not an exchange pass-through arrangement, the company uses forward and option contracts to manage currency exposures. At September 30, 2012, the company had outstanding exchange forward contracts and option contracts with notional amounts totaling approximately $712 million. Approximately $5.8 million of net after-tax loss related to these contracts is included in accumulated other comprehensive earnings at September 30, 2012, of which $3.6 million is expected to be recognized in the consolidated statement of earnings during the next 12 months. The contracts outstanding at September 30, 2012, expire within the next three years.

 

Common Stock Price Risk

 

The company’s deferred compensation stock program is subject to variable plan accounting and, accordingly, is marked to fair value using the company’s closing stock price at the end of the related reporting period. Based on current share levels in the program, each $1 change in the company’s stock price has an impact of $1.6 million on pretax earnings. During March and September 2011, the company entered into total return swaps to reduce the company’s earnings exposure to these market fluctuations.  Based on the notional value of the total return swaps, each $1 change in the company’s stock price has an inverse impact to the deferred compensation stock program of $1.5 million in pretax earnings. One of the swaps has a notional value of 500,000 shares and will be outstanding until September 2013. The other swap has a notional value of 1 million shares and will be outstanding until March 2013. As of September 30, 2012, the combined fair value of these swaps was a $1.2 million loss. All gains and losses on the total return swaps are recorded in the consolidated statement of earnings in selling, general and administrative expenses.

 

Collateral Calls

 

The company’s agreements with its financial counterparties require the company to post collateral in certain circumstances when the negative mark to fair value of the contracts exceeds specified levels. Additionally, the company has collateral posting arrangements with certain customers on these derivative contracts. The cash flows of the margin calls are shown within the investing section of the company’s consolidated statements of cash flows. As of September 30, 2012, the aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position was $20.6 million and no collateral was required to be posted. As of December 31, 2011, the aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position was $71.7 million and no collateral was required to be posted.

 

20



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

17.  Financial Instruments and Risk Management (continued)

 

Fair Value Measurements

 

The company has classified all applicable financial derivative assets and liabilities as Level 2 within the fair value hierarchy and presented those values in the tables below. The company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

 

Fair Value of Derivative Instruments as of September 30, 2012

 

($ in millions)

 

Derivatives
Designated As
Hedging
Instruments

 

Derivatives Not
Designated As
Hedging
Instruments

 

Total

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

Commodity contracts

 

$

8.2

 

$

0.8

 

$

9.0

 

Foreign currency contracts

 

0.1

 

4.5

 

4.6

 

Total current derivative contracts

 

$

8.3

 

$

5.3

 

$

13.6

 

 

 

 

 

 

 

 

 

Noncurrent commodity contracts

 

$

8.8

 

$

 

$

8.8

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Commodity contracts

 

$

14.1

 

$

0.9

 

$

15.0

 

Foreign currency contracts

 

3.7

 

5.2

 

8.9

 

Interest rate and other contracts

 

0.8

 

1.2

 

2.0

 

Total current derivative contracts

 

$

18.6

 

$

7.3

 

$

25.9

 

 

 

 

 

 

 

 

 

Noncurrent commodity contracts

 

$

1.0

 

$

 

$

1.0

 

Interest rate contracts

 

0.8

 

 

0.8

 

Foreign currency contracts

 

2.1

 

 

2.1

 

Total noncurrent derivative contracts

 

$

3.9

 

$

 

$

3.9

 

 

21



Table of Contents

 

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

 

17.  Financial Instruments and Risk Management (continued)

 

Fair Value of Derivative Instruments as of December 31, 2011

 

($ in millions)

 

Derivatives
Designated As
Hedging
Instruments

 

Derivatives Not
Designated As
Hedging
Instruments

 

Total

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

Commodity contracts

 

$

4.2

 

$

3.3

 

$

7.5

 

Foreign currency contracts

 

0.9

 

10.6

 

11.5

 

Total current derivative contracts

 

$

5.1

 

$

13.9

 

$

19.0

 

 

 

 

 

 

 

 

 

Noncurrent commodity contracts

 

$

7.1

 

$

 

$

7.1

 

Other noncurrent contracts

 

 

0.1

 

0.1

 

Total noncurrent derivative contracts

 

$

7.1

 

$

0.1

 

$

7.2

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Commodity contracts

 

$

64.4

 

$

5.8

 

$

70.2

 

Foreign currency contracts

 

4.4

 

5.5

 

9.9

 

Interest rate contracts

 

0.5

 

 

0.5

 

Total current derivative contracts

 

$

69.3

 

$

11.3

 

$

80.6

 

 

 

 

 

 

 

 

 

Noncurrent commodity contracts

 

$

2.1

 

$

 

$