19. Subsidiary Guarantees of Debt

The company’s obligations under its senior notes and senior credit facilities are fully and unconditionally guaranteed, on a joint and several basis, by certain of the company’s domestic subsidiaries. Each of the guarantor subsidiaries is 100 percent owned by Ball Corporation. These guarantees are required in support of the notes and credit facilities, terminate upon maturity of the obligations and certain other events as described in the note indentures and credit agreements and would require performance upon certain events referred to in the respective guarantees. The maximum potential amounts that could be required to be paid under the domestic guarantees are essentially equal to the then outstanding principal and interest under the respective note indentures or credit facilities. The following is unaudited condensed, consolidating financial information for the company, segregating the guarantor subsidiaries and non-guarantor subsidiaries, as of September 30, 2015, and December 31, 2014, and for the three and nine months ended September 30, 2015 and 2014. Separate financial statements for the guarantor subsidiaries and the non-guarantor subsidiaries are not presented because management has determined that such financial statements are not required by the current regulations.

	Unaudited Condensed Consolidating Statement of Earnings
	Three Months Ended September 30, 2015
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total

Net sales	$	—		$	1,264.4		$	845.7		$	(13.1	)	$	2,097.0


Cost and expenses
Cost of sales (excluding depreciation and amortization)	—			(1,039.4		)	(664.0		)	13.1			(1,690.3		)
Depreciation and amortization	(1.5		)	(33.8		)	(36.6		)	—			(71.9		)
Selling, general and administrative	(14.1		)	(44.7		)	(48.0		)	—			(106.8		)
Business consolidation and other activities	(129.2		)	(20.0		)	(2.7		)	—			(151.9		)
Equity in results of subsidiaries	128.8			63.4			—			(192.2		)	—
Intercompany	51.5			(44.8		)	(6.7		)	—			—

	35.5			(1,119.3		)	(758.0		)	(179.1		)	(2,020.9		)

Earnings (loss) before interest and taxes	35.5			145.1			87.7			(192.2		)	76.1
Interest expense	(36.6		)	1.5			(2.4		)	—			(37.5		)
Debt refinancing and other costs	(21.0		)	—			—			—			(21.0		)

Total interest expense	(57.6		)	1.5			(2.4		)	—			(58.5		)

Earnings (loss) before taxes	(22.1		)	146.6			85.3			(192.2		)	17.6
Tax (provision) benefit	66.6			(19.9		)	(15.7		)	—			31.0
Equity in results of affiliates, net of tax	—			0.6			0.9			—			1.5

Net earnings (loss)	44.5			127.3			70.5			(192.2		)	50.1
Less net earnings attributable to noncontrolling interests	—			—			(5.6		)	—			(5.6		)

Net earnings (loss) attributable to Ball Corporation	$	44.5		$	127.3		$	64.9		$	(192.2	)	$	44.5


Comprehensive earnings (loss) attributable to Ball Corporation	$	28.1		$	109.9		$	48.1		$	(158.0	)	$	28.1

	Unaudited Condensed Consolidating Statement of Earnings
	Three Months Ended September 30, 2014
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total

Net sales	$	—		$	1,363.0		$	878.1		$	(2.2	)	$	2,238.9


Cost and expenses
Cost of sales (excluding depreciation and amortization)	—			(1,124.5		)	(685.0		)	2.2			(1,807.3		)
Depreciation and amortization	(1.6		)	(33.2		)	(36.5		)	—			(71.3		)
Selling, general and administrative	(22.6		)	(45.9		)	(54.6		)	—			(123.1		)
Business consolidation and other activities	(2.8		)	(3.1		)	(3.3		)	—			(9.2		)
Equity in results of subsidiaries	137.2			69.7			—			(206.9		)	—
Intercompany	52.4			(45.6		)	(6.8		)	—			—

	162.6			(1,182.6		)	(786.2		)	(204.7		)	(2,010.9		)

Earnings (loss) before interest and taxes	162.6			180.4			91.9			(206.9		)	228.0
Total interest (expense)	(37.1		)	0.9			(3.9		)	—			(40.1		)

Earnings (loss) before taxes	125.5			181.3			88.0			(206.9		)	187.9
Tax (provision) benefit	21.9			(45.7		)	(16.0		)	—			(39.8		)
Equity in results of affiliates, net of tax	—			0.5			(0.2		)	—			0.3

Net earnings (loss)	147.4			136.1			71.8			(206.9		)	148.4
Less net earnings attributable to noncontrolling interests	—			—			(1.0		)	—			(1.0		)

Net earnings (loss) attributable to Ball Corporation	$	147.4		$	136.1		$	70.8		$	(206.9	)	$	147.4


Comprehensive earnings (loss) attributable to Ball Corporation	$	75.0		$	62.2		$	(1.8	)	$	(60.4	)	$	75.0

	Unaudited Condensed Consolidating Statement of Earnings
	Nine Months Ended September 30, 2015
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total

Net sales	$	—		$	3,729.0		$	2,498.5		$	(35.1	)	$	6,192.4


Cost and expenses
Cost of sales (excluding depreciation and amortization)	0.1			(3,085.6		)	(1,975.9		)	35.1			(5,026.3		)
Depreciation and amortization	(4.1		)	(97.7		)	(109.7		)	—			(211.5		)
Selling, general and administrative	(60.4		)	(129.8		)	(150.3		)	—			(340.5		)
Business consolidation and other activities	(105.6		)	(20.7		)	(12.0		)	—			(138.3		)
Equity in results of subsidiaries	340.5			155.2			—			(495.7		)	—
Intercompany	153.5			(130.6		)	(22.9		)	—			—

	324.0			(3,309.2		)	(2,270.8		)	(460.6		)	(5,716.6		)

Earnings (loss) before interest and taxes	324.0			419.8			227.7			(495.7		)	475.8
Interest expense	(102.7		)	3.9			(8.2		)	—			(107.0		)
Debt refinancing and other costs	(84.0		)	—			(1.9		)	—			(85.9		)

Total interest expense	(186.7		)	3.9			(10.1		)	—			(192.9		)

Earnings (loss) before taxes	137.3			423.7			217.6			(495.7		)	282.9
Tax (provision) benefit	88.3			(88.2		)	(48.0		)	—			(47.9		)
Equity in results of affiliates, net of tax	—			1.5			1.9			—			3.4

Net earnings (loss)	225.6			337.0			171.5			(495.7		)	238.4
Less net earnings attributable to noncontrolling interests	—			—			(12.8		)	—			(12.8		)

Net earnings (loss) attributable to Ball Corporation	$	225.6		$	337.0		$	158.7		$	(495.7	)	$	225.6


Comprehensive earnings attributable to Ball Corporation	$	127.6		$	235.8		$	55.1		$	(290.9	)	$	127.6

	Unaudited Condensed Consolidating Statement of Earnings
	Nine Months Ended September 30, 2014
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total

Net sales	$	—		$	3,885.4		$	2,662.4		$	(10.2	)	$	6,537.6


Cost and expenses
Cost of sales (excluding depreciation and amortization)	(0.1		)	(3,209.4		)	(2,067.3		)	10.2			(5,266.6		)
Depreciation and amortization	(4.6		)	(94.9		)	(110.2		)	—			(209.7		)
Selling, general and administrative	(57.3		)	(134.2		)	(150.7		)	—			(342.2		)
Business consolidation and other activities	(3.8		)	(14.0		)	—			—			(17.8		)
Equity in results of subsidiaries	426.6			230.6			—			(657.2		)	—
Intercompany	151.6			(131.3		)	(20.3		)	—			—

	512.4			(3,353.2		)	(2,348.5		)	(647.0		)	(5,836.3		)


Earnings (loss) before interest and taxes	512.4			532.2			313.9			(657.2		)	701.3
Total interest (expense)	(112.6		)	2.0			(10.3		)	—			(120.9		)
Debt refinancing and other costs	(33.1		)	—			—			—			(33.1		)

Total interest expense	(145.7		)	2.0			(10.3		)	—			(154.0		)

Earnings (loss) before taxes	366.7			534.2			303.6			(657.2		)	547.3
Tax (provision) benefit	27.3			(104.1		)	(62.8		)	—			(139.6		)
Equity in results of affiliates, net of tax	—			1.4			0.5			—			1.9

Net earnings (loss)	394.0			431.5			241.3			(657.2		)	409.6
Less net earnings attributable to noncontrolling interests	—			—			(15.6		)	—			(15.6		)

Net earnings (loss) attributable to Ball Corporation	$	394.0		$	431.5		$	225.7		$	(657.2	)	$	394.0


Comprehensive earnings attributable to Ball Corporation	$	318.4		$	352.5		$	139.2		$	(491.7	)	$	318.4

	Unaudited Condensed Consolidating Balance Sheet
	September 30, 2015
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total

Assets
Current assets
Cash and cash equivalents	$	4.3		$	0.1		$	240.0		$	—		$	244.4
Receivables, net	13.3			255.6			828.9			—			1,097.8
Intercompany receivables	158.2			108.7			1.5			(268.4		)	—
Inventories, net	—			502.7			373.3			—			876.0
Deferred taxes and other current assets	43.1			77.7			43.6			—			164.4

Total current assets	218.9			944.8			1,487.3			(268.4		)	2,382.6
Noncurrent assets
Property, plant and equipment, net	13.8			1,006.4			1,527.1			—			2,547.3
Investment in subsidiaries	3,400.6			2,254.8			78.6			(5,734.0		)	—
Goodwill	—			966.5			1,237.6			—			2,204.1
Intangibles and other assets, net	259.4			100.5			233.1			—			593.0

Total assets	$	3,892.7		$	5,273.0		$	4,563.7		$	(6,002.4	)	$	7,727.0


Liabilities and Shareholders’ Equity
Current liabilities
Short-term debt and current portion of long-term debt	$	23.7		$	0.2		$	259.0		$	—		$	282.9
Accounts payable	11.2			796.1			644.1			—			1,451.4
Intercompany payables	99.5			(0.1		)	168.8			(268.2		)	—
Accrued employee costs	24.3			108.2			80.8			—			213.3
Other current liabilities	135.7			71.9			124.4			—			332.0

Total current liabilities	294.4			976.3			1,277.1			(268.2		)	2,279.6
Noncurrent liabilities
Long-term debt	2,742.9			0.2			136.3			—			2,879.4
Employee benefit obligations	315.4			466.1			378.0			—			1,159.5
Intercompany long-term notes	(405.3		)	218.7			186.6			—			—
Deferred taxes and other liabilities	(88.4		)	149.3			104.2			—			165.1

Total liabilities	2,859.0			1,810.6			2,082.2			(268.2		)	6,483.6


Common stock	1,171.3			852.2			533.7			(1,385.9		)	1,171.3
Preferred stock	—			—			4.8			(4.8		)	—
Retained earnings	4,519.6			3,167.8			1,998.6			(5,166.4		)	4,519.6
Accumulated other comprehensive earnings (loss)	(620.1		)	(557.6		)	(265.3		)	822.9			(620.1		)
Treasury stock, at cost	(4,037.1		)	—			—			—			(4,037.1		)

Total Ball Corporation shareholders’ equity	1,033.7			3,462.4			2,271.8			(5,734.2		)	1,033.7
Noncontrolling interests	—			—			209.7			—			209.7

Total shareholders’ equity	1,033.7			3,462.4			2,481.5			(5,734.2		)	1,243.4

Total liabilities and shareholders’ equity	$	3,892.7		$	5,273.0		$	4,563.7		$	(6,002.4	)	$	7,727.0

	Unaudited Condensed Consolidating Balance Sheet
	December 31, 2014
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total

Assets
Current assets
Cash and cash equivalents	$	1.5		$	0.4		$	189.5		$	—		$	191.4
Receivables, net	43.7			241.3			672.1			—			957.1
Intercompany receivables	94.0			99.9			4.3			(198.2		)	—
Inventories, net	—			575.0			441.7			—			1,016.7
Deferred taxes and other current assets	3.1			75.1			70.1			—			148.3

Total current assets	142.3			991.7			1,377.7			(198.2		)	2,313.5
Noncurrent assets
Property, plant and equipment, net	15.1			968.0			1,447.6			—			2,430.7
Investment in subsidiaries	3,152.7			2,212.2			78.6			(5,443.5		)	—
Goodwill	—			931.0			1,323.5			—			2,254.5
Intangibles and other assets, net	232.4			93.5			246.4			—			572.3

Total assets	$	3,542.5		$	5,196.4		$	4,473.8		$	(5,641.7	)	$	7,571.0


Liabilities and Shareholders’ Equity
Current liabilities
Short-term debt and current portion of long-term debt	$	1.9		$	7.6		$	165.6		$	—		$	175.1
Accounts payable	7.1			732.5			600.4			—			1,340.0
Intercompany payables	99.7			1.5			97.0			(198.2		)	—
Accrued employee costs	22.3			155.6			92.0			—			269.9
Other current liabilities	51.6			38.0			132.2			—			221.8

Total current liabilities	182.6			935.2			1,087.2			(198.2		)	2,006.8
Noncurrent liabilities
Long-term debt	2,750.0			0.2			243.6			—			2,993.8
Employee benefit obligations	329.4			432.7			416.2			—			1,178.3
Intercompany long-term notes	(646.4		)	463.1			183.3			—			—
Deferred taxes and other liabilities	(106.2		)	138.7			120.0			—			152.5

Total liabilities	2,509.4			1,969.9			2,050.3			(198.2		)	6,331.4


Common stock	1,131.3			2,293.5			534.0			(2,827.5		)	1,131.3
Preferred stock	—			—			4.8			(4.8		)	—
Retained earnings	4,346.9			1,389.4			1,839.9			(3,229.3		)	4,346.9
Accumulated other comprehensive earnings (loss)	(522.1		)	(456.4		)	(161.7		)	618.1			(522.1		)
Treasury stock, at cost	(3,923.0		)	—			—			—			(3,923.0		)

Total Ball Corporation shareholders’ equity	1,033.1			3,226.5			2,217.0			(5,443.5		)	1,033.1
Noncontrolling interests	—			—			206.5			—			206.5

Total shareholders’ equity	1,033.1			3,226.5			2,423.5			(5,443.5		)	1,239.6

Total liabilities and shareholders’ equity	$	3,542.5		$	5,196.4		$	4,473.8		$	(5,641.7	)	$	7,571.0

	Unaudited Condensed Consolidating Statement of Cash Flows
	Nine Months Ended September 30, 2015
	Ball			Guarantor			Non-Guarantor			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Total

Cash provided by (used in) operating activities	$	6.6		$	419.5		$	170.9		$	597.0


Cash flows from investing activities
Capital expenditures	(5.4		)	(140.8		)	(210.6		)	(356.8		)
Business acquisitions	—			(29.1		)	—			(29.1		)
Other, net	5.1			12.7			0.5			18.3

Cash provided by (used in) investing activities	(0.3		)	(157.2		)	(210.1		)	(367.6		)


Cash flows from financing activities
Long-term borrowings	2,300.0			—			15.0			2,315.0
Repayments of long-term borrowings	(2,300.5		)	—			(107.9		)	(2,408.4		)
Net change in short-term borrowings	21.1			(7.4		)	97.3			111.0
Proceeds from issuances of common stock	26.3			—			—			26.3
Acquisitions of treasury stock	(135.5		)	—			—			(135.5		)
Common dividends	(54.0		)	—			—			(54.0		)
Intercompany	176.3			(254.3		)	78.0			—
Other, net	(30.1		)	(0.9		)	(9.2		)	(40.2		)

Cash provided by (used in) financing activities	3.6			(262.6		)	73.2			(185.8		)


Effect of exchange rate changes on cash	(7.1		)	—			16.5			9.4


Change in cash and cash equivalents	2.8			(0.3		)	50.5			53.0
Cash and cash equivalents — beginning of period	1.5			0.4			189.5			191.4

Cash and cash equivalents — end of period	$	4.3		$	0.1		$	240.0		$	244.4

	Unaudited Condensed Consolidating Statement of Cash Flows
	Nine Months Ended September 30, 2014
	Ball			Guarantor			Non-Guarantor			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Total

Cash provided by (used in) operating activities	$	(14.7	)	$	301.1		$	363.6		$	650.0


Cash flows from investing activities
Capital expenditures	(8.4		)	(120.1		)	(121.5		)	(250.0		)
Other, net	4.2			1.6			5.3			11.1

Cash provided by (used in) investing activities	(4.2		)	(118.5		)	(116.2		)	(238.9		)


Cash flows from financing activities
Long-term borrowings	375.0			—			21.9			396.9
Repayments of long-term borrowings	(690.4		)	(0.3		)	(183.6		)	(874.3		)
Net change in short-term borrowings	22.4			2.6			174.0			199.0
Proceeds from issuances of common stock	27.7			—			—			27.7
Acquisitions of treasury stock	(335.5		)	—			—			(335.5		)
Common dividends	(54.8		)	—			—			(54.8		)
Intercompany	452.1			(184.8		)	(267.3		)	—
Other, net	13.9			—			(6.2		)	7.7

Cash provided by (used in) financing activities	(189.6		)	(182.5		)	(261.2		)	(633.3		)


Effect of exchange rate changes on cash	(4.7		)	—			0.4			(4.3		)


Change in cash and cash equivalents	(213.2		)	0.1			(13.4		)	(226.5		)
Cash and cash equivalents — beginning of period	218.6			0.3			197.1			416.0

Cash and cash equivalents — end of period	$	5.4		$	0.4		$	183.7		$	189.5