10-Q

Cant believe it man

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 10-Q

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

For the quarterly period ended June 30, 2017

Commission file number   001-07349

BALL CORPORATION

State of Indiana (State or other jurisdiction of incorporation or
organization) 35-0160610 (I.R.S. Employer Identification No.)

10 Longs Peak Drive, P.O. Box 5000 Broomfield, CO 80021-2510 (Address of registrant’s principal executive office) 80021-2510 (Zip Code)

Registrant’s telephone number, including area code:  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 ☒ No ☐

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 ☒ No ☐

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

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐(Do not check if a smaller reporting company)	Smaller reporting company☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

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

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 July 31, 2017
Common Stock, without par value	351,784,934 shares

Ball Corporation

QUARTERLY REPORT ON FORM 10-Q

For the period ended June 30, 2017

INDEX

		Page Number
PART I.
Item 1.	Financial Statements
	Unaudited Condensed Consolidated Statements of Earnings for the Three and Six Months Ended June 30, 2017 and 2016	3
	Unaudited Condensed Consolidated Statements of Comprehensive Earnings (Loss) for the Three and Six Months Ended June 30, 2017 and 2016	4
	Unaudited Condensed Consolidated Balance Sheets at June 30, 2017, and December 31, 2016	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016	6
	Notes to the Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	54
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	65
Item 4.	Controls and Procedures	65
PART II.	OTHER INFORMATION	68

2

PART I. FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions, except per share amounts)	2017		2016		2017		2016
Net sales	$	2,855	$	2,030	$	5,328	$	3,785
Costs and expenses
Cost of sales (excluding depreciation and amortization)		(2,270)		(1,596)		(4,245)		(3,012)
Depreciation and amortization		(229)		(78)		(377)		(153)
Selling, general and administrative		(128)		(105)		(271)		(213)
Business consolidation and other activities		(41)		28		(96)		(239)
		(2,668)		(1,751)		(4,989)		(3,617)
Earnings before interest and taxes		187		279		339		168
Interest expense		(74)		(41)		(142)		(79)
Debt refinancing and other costs		(1)		(46)		(1)		(106)
Total interest expense		(75)		(87)		(143)		(185)
Earnings (loss) before taxes		112		192		196		(17)
Tax (provision) benefit		(22)		114		(44)		197
Equity in results of affiliates, net of tax		10		1		18		—
Net earnings		100		307		170		180
Net earnings attributable to noncontrolling interests		(1)		—		(3)		—
Net earnings attributable to Ball Corporation	$	99	$	307	$	167	$	180
Earnings per share: (a)
Basic	$	0.28	$	1.08	$	0.48	$	0.63
Diluted	$	0.28	$	1.06	$	0.47	$	0.62
Weighted average shares outstanding: (000s) (a)
Basic		351,066		284,076		350,560		283,832
Diluted		358,979		290,454		358,506		290,330

(a) Amounts in 2016 have been retrospectively adjusted for the two-for-one stock split that was effective on May 16, 2017.

See accompanying notes to the unaudited condensed consolidated financial statements.

3

BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2017		2016		2017		2016
Net earnings	$	100	$	307	$	170	$	180
Other comprehensive earnings (loss):
Foreign currency translation adjustment		(71)		(29)		13		—
Pension and other postretirement benefits		(24)		64		(18)		63
Effective financial derivatives		(35)		12		16		11
Total other comprehensive earnings (loss)		(130)		47		11		74
Income tax (provision) benefit		24		(31)		11		(27)
Total other comprehensive earnings (loss), net of tax		(106)		16		22		47
Total comprehensive earnings		(6)		323		192		227
Comprehensive (earnings) loss attributable to noncontrolling interests		(1)		—		(3)		—
Comprehensive earnings (loss) attributable to Ball Corporation	$	(7)	$	323	$	189	$	227

See accompanying notes to the unaudited condensed consolidated financial statements.

4

BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,		December 31,
($ in millions)	2017		2016
Assets
Current assets
Cash and cash equivalents	$	433	$	597
Receivables, net		1,637		1,491
Inventories, net		1,524		1,413
Other current assets		171		152
Total current assets		3,765		3,653
Noncurrent assets
Property, plant and equipment, net		4,424		4,387
Goodwill		4,858		5,095
Intangible assets, net		2,512		1,934
Other assets		1,162		1,104
Total assets	$	16,721	$	16,173
Liabilities and Shareholders' Equity
Current liabilities
Short-term debt and current portion of long-term debt	$	322	$	222
Accounts payable		2,146		2,033
Accrued employee costs		291		315
Other current liabilities		591		399
Total current liabilities		3,350		2,969
Noncurrent liabilities
Long-term debt		7,226		7,310
Employee benefit obligations		1,429		1,497
Deferred taxes		633		439
Other liabilities		373		417
Total liabilities		13,011		12,632
Shareholders' equity
Common stock (669,960,150 shares issued - 2017; 668,504,350 shares issued - 2016) (a)		1,060		1,038
Retained earnings		4,849		4,739
Accumulated other comprehensive earnings (loss)		(919)		(941)
Treasury stock, at cost (318,355,478 shares - 2017; 318,774,098 shares - 2016) (a)		(1,386)		(1,401)
Total Ball Corporation shareholders' equity		3,604		3,435
Noncontrolling interests		106		106
Total shareholders' equity		3,710		3,541
Total liabilities and shareholders' equity	$	16,721	$	16,173

(a) Amounts in 2016 have been retrospectively adjusted for the two-for-one stock split that was effective on May 16, 2017.

See accompanying notes to the unaudited condensed consolidated financial statements.

5

BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended June 30,
($ in millions)	2017		2016
Cash Flows from Operating Activities
Net earnings	$	170	$	180
Adjustments to reconcile net earnings (loss) to cash provided by (used in) continuing operating activities:
Depreciation and amortization		377		153
Business consolidation and other activities		96		239
Deferred tax provision (benefit)		(59)		(236)
Other, net		(147)		140
Changes in working capital components, net of acquisitions and dispositions (a)		(174)		(440)
Cash provided by (used in) operating activities		263		36
Cash Flows from Investing Activities
Capital expenditures		(240)		(273)
Business acquisitions, net of cash acquired		—		413
Business dispositions, net of cash sold		31		2,815
Other, net		2		(86)
Cash provided by (used in) investing activities		(207)		2,869
Cash Flows from Financing Activities
Long-term borrowings		290		3,824
Repayments of long-term borrowings		(561)		(621)
Net change in short-term borrowings		91		250
Proceeds from issuances of common stock, net of shares used for taxes		14		23
Acquisitions of treasury stock		(3)		(98)
Common stock dividends		(58)		(37)
Other, net		(1)		(21)
Cash provided by (used in) financing activities		(228)		3,320
Effect of exchange rate changes on cash		8		(50)
Change in cash and cash equivalents		(164)		6,175
Cash and cash equivalents - beginning of period		597		224
Cash and cash equivalents - end of period	$	433	$	6,399

(a) Includes payments of costs associated with the acquisition of Rexam and the sale of the Divestment Business.

See accompanying notes to the unaudited condensed consolidated financial statements.

6

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 our packaging segments, the variability of contract revenues in the company’s aerospace segment, the acquisition of Rexam PLC (Rexam) and divestiture of certain assets and liabilities of the combined business (the Divestment Business) on June 30, 2016. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and the notes there to included in the company’s Annual Report on Form 10-K filed on March 2, 2017, pursuant to Section 13 of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2016 (annual report).

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires Ball’s 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. Ball’s management evaluates these estimates on an ongoing basis and adjusts or revises the estimates as circumstances change. As future events and their impacts cannot be determined with precision, actual results may differ from these estimates. In the opinion of management, the financial statements reflect all adjustments necessary to fairly state the results of the periods presented.

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

Revision of the Second Quarter 2016 Unaudited Condensed Consolidated Financial Statements

During the third and fourth quarters of 2016, Ball management identified errors in the determination of the tax basis related to the gain on the sale of the Divestment Business, the amount of gain reported on the sale of the Divestment Business, and payroll taxes for certain compensation arrangements associated with the Rexam acquisition. The corrections of these errors impacted the unaudited condensed consolidated financial statements for the second quarter of 2016. The company assessed the applicable guidance issued by the Securities and Exchange Commission (SEC) and the Financial Accounting Standards Board (FASB) and concluded these misstatements were not material, individually or in the aggregate, to Ball’s unaudited condensed consolidated financial statements for the aforementioned interim periods. Accordingly, the correction of these immaterial errors was reflected in the quarterly unaudited financial data included within our 2016 annual report. These revisions have been reflected in the comparative 2016 condensed consolidated financial statements.

The following table reconciles the amounts as previously reported in our second quarter of 2016 condensed consolidated financial statements to the corresponding revised amounts presented herein:

7

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

($ in millions, except per share amounts)	Three Months Ended June 30, 2016						Six Months Ended June 30, 2016
2016	As Previously Reported		Adjustments (a)		As Revised		As Previously Reported		Adjustments (a)		As Revised
Business consolidation and other activities	$	27	$	1	$	28	$	(240)	$	1	$	(239)
Earnings before interest and taxes		278		1		279		167		1		168
Earnings (loss) before taxes		191		1		192		(18)		1		(17)
Tax (provision) benefit		146		(32)		114		229		(32)		197
Net earnings		338		(31)		307		211		(31)		180
Net earnings attributable to Ball Corporation		338		(31)		307		211		(31)		180
Basic earnings per share (b)		1.19		(0.11)		1.08		0.74		(0.11)		0.63
Diluted earnings per share (b)		1.17		(0.11)		1.06		0.73		(0.11)		0.62

(a) The company revised the amounts originally reported for the second quarter of 2016 for the following items:

· Recorded $13 million of expense in business consolidation and other activities for payroll tax obligations associated with compensation arrangements for the Rexam acquisition that should have been accrued upon the change of control in the second quarter of 2016. The company identified this error during the third quarter of 2016, and recorded and disclosed the correction in the third quarter of 2016 as an out-of-period adjustment.

· Recorded $14 million of additional net gain on the sale of the Divestment Business in business consolidation and other activities for assets received by the buyer that should have been included in the amount owed to the company and liabilities that should have been derecognized by the company at the date of sale, as well as other insignificant items.

· Recorded $30 million of tax expense associated with using an incorrect tax basis for the gain on the sale of the Divestment Business and an additional $2 million of tax expense associated with the tax effects of the adjustments noted above.

(b) Amounts in 2016 have been retrospectively adjusted for the two-for-one stock split that was effective on May 16, 2017.

2.     Accounting Pronouncements

Recently Adopted Accounting Standards

In January 2017, amendments to existing accounting guidance were issued simplifying an entity’s subsequent goodwill measurement by eliminating Step 2, which requires a hypothetical purchase price allocation, from its annual or interim goodwill impairment test. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This guidance is required to be applied prospectively on January 1, 2020, and early adoption is permitted. The company elected to early adopt this guidance effective January 1, 2017, and it did not have a material impact on the company’s unaudited condensed consolidated financial statements.

In March 2016, final accounting guidance was issued clarifying that the assessment of whether an embedded contingent put or call option is clearly and closely related to the debt host only requires an analysis of the four-step decision sequence outlined in the accounting standards codification. Consequently, when a contingent put or call option embedded in a debt instrument would be evaluated for possible separate accounting as a derivative instrument, the nature of the exercise contingency would be disregarded. This guidance was applied on a modified retrospective basis on January 1, 2017, and did not have an effect on the company’s unaudited condensed consolidated financial statements.

In March 2016, final accounting guidance was issued eliminating the requirement to retrospectively apply the equity method in previous periods when an investor initially obtains significant influence over an investee. The new guidance requires the investor to apply the equity method prospectively from the date the investment qualifies for the equity method. The investor will add the carrying value of the existing investment to the cost of the additional investment to

8

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

determine the initial cost basis of the equity method investment. This guidance was applied prospectively on January 1, 2017, and did not have a material effect on the company’s unaudited condensed consolidated financial statements.

In March 2016, amendments to existing accounting guidance were issued to simplify various aspects related to how share-based payments are accounted for and presented in the consolidated financial statements. The company adopted these amendments on January 1, 2017, as discussed below, which did not have a material effect on the company’s unaudited condensed consolidated financial statements.

· All excess tax benefits and tax deficiencies that were previously recognized in common stock are now recognized as income tax provisions (benefits) in the income statement as a discrete item. As required, this change was applied prospectively for settlements occurring after the adoption of the guidance on January 1, 2017.

· Any prior period excess tax benefits that did not reduce taxes payable in the period in which they arose were required to be recorded on a modified retrospective basis, with a cumulative effect adjustment to opening retained earnings. However, the company was able to reduce taxes payable for all previous excess tax benefits and, therefore, was not required to record a cumulative effect adjustment.

· The company elected to use a prospective approach to report all tax-related cash flows resulting from share-based payments as operating activities on the statement of cash flows and, therefore, no adjustments were made to prior periods. Previously, excess tax benefits were reported as part of financing activities.

· The company elected to account for forfeitures as they occur. No cumulative effect adjustment was required as the amount calculated was immaterial.

In March 2016, accounting guidance was issued regarding the effect of derivative contract novations on existing hedge accounting relationships. The amendments clarify that a change in the counterparty to a derivative instrument designated as a hedging instrument does not in and of itself require dedesignation of that hedging relationship, provided that all other hedge accounting criteria continue to be met. The guidance was applied prospectively on January 1, 2017, and it did not have a material effect on the company’s unaudited condensed consolidated financial statements.

New Accounting Guidance

In May 2017, amendments to existing accounting guidance were issued to provide clarity and reduce diversity in practice, cost and complexity when applying guidance in Topic 718, Stock Compensation, regarding modifications to the terms or conditions of a share-based payment award. The amendments specify that all changes to the terms and conditions of a share-based payment award will require an entity to apply modification accounting in Topic 718, unless all of the following are met: (1) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified, (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. This guidance will be effective for annual reporting periods beginning after January 1, 2018, and early adoption is permitted. The company does not expect the amendments to have a material impact on its consolidated financial statements, and the company has not elected to early adopt this new accounting standard.

In March 2017, amendments to existing accounting guidance were issued to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost, which requires employers to report the service cost component in the same line item as other compensation costs arising from services rendered by the associated employees during the period. The other components of net periodic pension and benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. The amendments also permit only the service cost component of net benefit cost to be eligible for capitalization. This guidance is required to be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively for the capitalization of the service cost component. Employers can elect a practical expedient that permits use of the amounts disclosed in its pension footnote for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. The guidance is effective for Ball on January 1,

9

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

2018, and early adoption is permitted. The company has not elected to early adopt the new standard and is currently assessing the impact this guidance will have on its consolidated financial statements.

In February 2017, amendments to existing accounting guidance were issued to clarify the scope of ASC Subtopic 610-20, Other Income−Gains and Losses from the Derecognition of Nonfinancial Assets and to add guidance for partial sales of nonfinancial assets. The guidance requires that all entities account for the derecognition of a business in accordance with ASC 810, including instances in which the business is considered to be in substance real estate. This guidance is required to be applied on January 1, 2018, using a full retrospective approach or a modified retrospective approach and early adoption is permitted. The company is currently assessing the impact that the adoption of this new guidance will have on its consolidated financial statements.

In January 2017, amendments to existing accounting guidance were issued to further clarify the definition of a business in determining whether or not a company has acquired or sold a business. The amendments provide a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. If the screen is not met, the amendments in this update (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments also narrow the definition of the term “output” so that the term is consistent with how outputs are described in Topic 606. The guidance is required to be applied prospectively for Ball on January 1, 2018, and early adoption is permitted. The company does not expect these amendments to have a material impact on its consolidated financial statements, and the company has not elected to early adopt this new accounting standard.

In November 2016, accounting guidance was issued that will require the statement of cash flows to explain the change in the total of cash, cash equivalents and restricted cash or restricted cash equivalents. In addition, restricted cash and restricted cash equivalents will need to be included in a cash reconciliation of beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is required to be applied retrospectively on January 1, 2018. The company is currently assessing the impact that the adoption of this new guidance will have on its consolidated financial statements.

In October 2016, amendments to existing accounting guidance were issued that will require entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, as opposed to when the asset is sold. The amendments also eliminate the exception for an intra-entity transfer of an asset other than inventory. This guidance is required to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings on January 1, 2018. The company is currently assessing the impact that the adoption of this new guidance will have on its consolidated financial statements.

In August 2016, accounting guidance was issued addressing the following eight specific cash flow issues:

· Debt prepayment or debt extinguishment costs

· Settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing

· Contingent consideration payments made after a business combination

· Proceeds from the settlement of insurance claims

· Proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies)

· Distributions received from equity method investees

· Beneficial interests in securitization transactions

· Separately identifiable cash flows and application of the predominance principle

This guidance is required to be applied retrospectively on January 1, 2018. The company is currently assessing the impact that the adoption of this new guidance will have on its consolidated financial statements.

10

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

In June 2016, amendments requiring financial assets or a group of financial assets measured at amortized cost basis to be presented at the net amount expected to be collected were finalized. The allowance for credit losses is a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. This guidance affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. The guidance will be effective on January 1, 2020. The company is currently assessing the impact that the adoption of this new guidance will have on its consolidated financial statements.

In February 2016, lease accounting guidance was issued which, for operating leases, will require a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The guidance also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. The guidance will be effective for Ball on January 1, 2019. The company is currently assessing the impact the adoption of this standard will have on its consolidated financial statements and it is expected that a material amount of assets and liabilities will be recorded in the consolidated balance sheet.

In January 2016, accounting guidance was issued on the classification and measurement of financial assets and liabilities (equity securities and financial liabilities) under the fair value option and the presentation and disclosure requirements for financial instruments. The guidance modifies how entities measure equity investments and present changes in the fair value of financial liabilities. Under the new guidance, entities will have to measure equity investments that do not result in consolidation and are not accounted under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception. An exception will apply to those equity investments that do not have a readily determinable fair value and do not qualify for the practical expedient to estimate fair value under the guidance and, as such, these investments may be measured at cost. The guidance will be effective on January 1, 2018. The company is currently assessing the impact that the adoption of this new guidance will have on its consolidated financial statements.

New Revenue Guidance

In May 2014, the Financial Accounting Standards Board (FASB) and International Accounting Standards Board jointly issued new revenue recognition guidance which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The new guidance contains a more robust framework for addressing revenue issues and is intended to remove inconsistencies in existing guidance and improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In July 2015, the FASB approved the deferral of the effective date of the new revenue recognition guidance by one year. The new standard is effective for annual reporting periods beginning after December 15, 2017.

In March 2016, the principal versus agent guidance within the new revenue recognition standard was amended to clarify how an entity should identify the unit of accounting for the principal versus agent evaluation. The new standard requires an entity to determine whether it is a principal or an agent in a transaction in which another party is involved in providing goods or services to a customer by evaluating the nature of its promise to the customer. An entity is a principal and records revenue on a gross basis if it controls the promised good or service before transferring the good or service to the customer. An entity is an agent and records as revenue the net amount it retains for its agency services if its role is to arrange for another entity to provide the goods or services. 

In May 2016, narrow scope amendments and practical expedients were issued to clarify the new revenue recognition standard. The amendments clarify the collectability criterion of the revenue standard wherein an entity is allowed to recognize revenue in the amount of consideration received when the following criteria are met: the entity has transferred control of the goods or services, the entity has stopped transferring goods or services, or has no obligation under the contract to transfer additional goods or services, and the consideration received from the customer is nonrefundable. The amendments also clarify the following: the fair value of noncash consideration should be measured at contract inception when determining the transaction price, allows an entity to make an accounting policy election to exclude from the

11

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

transaction price certain types of taxes collected from a customer when the company discloses that policy, for contracts to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP, and a practical expedient is provided in which an entity can avoid having to evaluate the effects of each contract modification from contract inception through the beginning of the earliest period presented when accounting for contracts that were modified prior to adoption under both the full and modified retrospective transition approach.

In December 2016, technical corrections and improvements were issued on a variety of topics within the new revenue recognition standard. The corrections represent minor corrections or improvements and are not expected to have a significant impact on accounting practices. The amendments clarify the following: guarantee fees within the scope of Topic 460 are not within the scope of Topic 606, impairment testing for capitalized contract costs should consider both expected contract renewals and extensions and unrecognized consideration already received along with expected future consideration, the sequence of impairment testing for assets within the scope of different Topics, allowance of an accounting policy election to determine the provision for losses at the performance obligation level instead of the contract level, exclude all topics within Topic 944 from the scope of Topic 606, allow exemptions from the disclosures of remaining performance obligations, disclosure of prior-period performance obligations pertains to all performance obligations and is not limited to those with corresponding contract balances, and better aligns accounting guidance and examples within the guidance.

The new guidance will be effective for Ball on January 1, 2018, and will supersede the current revenue recognition guidance, including industry-specific guidance. Entities have the option of using either a full retrospective or modified retrospective approach for the adoption of the standard. We currently anticipate adopting the standard on January 1, 2018, using the modified retrospective method.

We established a cross-functional implementation team, which includes representatives from all of our business segments. We utilized a bottoms-up approach to analyze the impact of the new standard on our contracts with customers by reviewing our current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to revenues arising from such contracts. In addition, we are in the process of identifying the appropriate changes to our business processes, systems and controls to support recognition and disclosure under the standard upon adoption.

While we are continuing to assess all potential impacts of the new standard, we currently believe the most significant impact will be in the way we account for revenue in our metal beverage packaging segments and, to a lesser extent, in our food and aerosol packaging segment. We currently recognize revenue from many of our contracts in these segments when the four established criteria of revenue recognition under the current guidance have been met, generally occurring upon shipment or delivery of goods. Under the new guidance we expect to recognize revenue from many of these contracts over time, which will accelerate the timing of revenue recognition from these arrangements, such that some portion of revenue will be recognized prior to shipment or delivery of goods. In addition to accelerating the timing of recording revenue, we expect corresponding decreases in inventories with an offsetting increase to unbilled receivables to the extent the amounts have not yet been invoiced to the customer. 

Relative to the aerospace segment, at this time we do not expect the implementation of the new standard to materially impact the manner in which we currently recognize revenue as the standard supports the recognition of revenue over time under the “cost-to-cost” method, which is consistent with the current revenue recognition model utilized for the majority of our contracts in this segment. We expect revenue arising from the majority of our contracts to continue to be recognized over time because of the continuous transfer of control to the customer. However, due to the complexity of most of our aerospace contracts, the actual revenue recognition treatment required under the new standard will be dependent on contract-specific terms and may vary in some instances from recognition over time.

Finally, we are still evaluating performance obligations under the new standard as compared with deliverables and separate units of account previously identified. The results of this evaluation may impact the timing of revenue recognition across all of our business segments. 

We are complete with our initial impact assessment, which is based on a review of sample contracts representative of the range of our existing contracts. During 2017, Ball will continue to finalize the initial impact assessment and design and

12

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

implement changes to processes, systems and internal controls to be in a position to report under the new accounting standard upon adoption in the first quarter of 2018.

3.     Business Segment Information

During the third quarter of 2016, Ball made certain segment realignments as a result of the Rexam acquisition and sale of Ball’s existing beverage packaging businesses and select beverage can assets of Rexam (the Divestment Business) to align with how Ball now manages its businesses. Ball has retrospectively adjusted prior period amounts to conform to the current segment presentation. Ball’s operations are organized and reviewed by management along its product lines and geographical areas and presented in the five reportable segments outlined below:

Beverage packaging, North and Central America:  Consists of operations in the U.S., Canada and Mexico that manufacture and sell metal beverage containers.

Beverage packaging, South America: Consists of operations in Brazil, Argentina and Chile that manufacture and sell metal beverage containers.

Beverage packaging, Europe:  Consists of operations in numerous countries in Europe, including Russia, that manufacture and sell metal beverage containers.

Food and aerosol packaging:  Consists of operations in the U.S., Europe, Canada, Mexico, Argentina and India that manufacture and sell steel food and aerosol containers, extruded aluminum aerosol containers and aluminum slugs.

Aerospace: Consists of operations that manufacture and sell aerospace and other related products and provide services used in the defense, civil space and commercial space industries.

Other consists of non-reportable segments in Asia Pacific and AMEA that manufacture and sell metal beverage containers, undistributed corporate expenses, intercompany eliminations and other business activities.

The accounting policies of the segments are the same as those in the consolidated financial statements and are discussed in Note 1. The company also has investments in operations in Guatemala, Panama, South Korea, the U.S. and Vietnam that are accounted for under the equity method of accounting and, accordingly, those results are not included in segment sales or earnings.

13

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

Summary of Business by Segment

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2017		2016		2017		2016
Net sales
Beverage packaging, North and Central America	$	1,151	$	844	$	2,100	$	1,577
Beverage packaging, South America		349		133		720		258
Beverage packaging, Europe		665		479		1,173		835
Food and aerosol packaging		274		298		546		583
Aerospace		257		193		493		373
Reportable segment sales		2,696		1,947		5,032		3,626
Other		159		83		296		159
Net sales	$	2,855	$	2,030	$	5,328	$	3,785
Comparable operating earnings
Beverage packaging, North and Central America (b)	$	156	$	118	$	279	$	211
Beverage packaging, South America (b)		69		22		127		39
Beverage packaging, Europe (b)		63		74		110		113
Food and aerosol packaging		25		33		46		53
Aerospace		26		19		47		37
Reportable segment comparable operating earnings		339		266		609		453
Reconciling items
Other (a) (b)		(21)		(15)		(52)		(46)
Business consolidation and other activities		(41)		28		(96)		(239)
Amortization of acquired Rexam intangibles		(51)		—		(83)		—
Catch-up depreciation and amortization for 2016 from finalization of Rexam valuation		(39)		—		(39)		—
Earnings before interest and taxes		187		279		339		168
Interest expense		(74)		(41)		(142)		(79)
Debt refinancing and other costs		(1)		(46)		(1)		(106)
Total interest expense		(75)		(87)		(143)		(185)
Earnings (loss) before taxes		112		192		196		(17)
Tax (provision) benefit		(22)		114		(44)		197
Equity in results of affiliates, net of tax		10		1		18		—
Net earnings		100		307		170		180
Net earnings attributable to noncontrolling interests		(1)		—		(3)		—
Net earnings attributable to Ball Corporation	$	99	$	307	$	167	$	180

(a) Includes undistributed corporate expenses, net, of $32 million and $12 million for the three months ended June 30, 2017 and 2016, respectively, and $77 million and $35 million for the six months ended June 30, 2017 and 2016, respectively.

(b) The three months ended June 30, 2017, includes catch-up depreciation for the three months ended March 31, 2017, from the finalization of fair values and useful lives for the Rexam acquisition associated with the following segments: $8 million for beverage packaging, Europe; $1 million for beverage packaging, North and Central America; $1 million for beverage packaging, South America; and $1 million for other.

The company does not disclose total assets by segment as it is not provided to the chief operating decision maker.

14

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

4.     Acquisitions and Dispositions

Rexam

On June 30, 2016, Ball acquired 100 percent of the outstanding shares of Rexam PLC (Rexam), a U.K. based beverage container manufacturer, for the purchase price of £2.9 billion ($3.8 billion) in cash, and 32.25 million treasury shares of Ball Corporation common stock (valued at $71.39 per share for a total share consideration of $2.3 billion, before giving effect to the 2 for 1 stock split which occurred in May of 2017). Additionally, the company recorded $24 million of consideration for stock-based compensation. The common shares were valued using the price on the date of acquisition and were presented as a reduction of treasury stock. The cash portion of the acquisition price was paid in July 2016 using proceeds from restricted cash held in escrow and borrowings under the $1.4 billion and €1.1 billion Term A loan facilities obtained in March 2016.

The consummation of the acquisition was subject to, among other things, approval from Ball’s shareholders, approval from Rexam’s shareholders, certain regulatory approvals and satisfaction of other customary closing conditions. In order to satisfy certain regulatory requirements, the company was required to sell a portion of Ball’s existing beverage packaging business and select beverage can assets of the Divestment Business. The sale of the Divestment Business to Ardagh Group S.A. (Ardagh) was completed concurrently on June 30, 2016, for $3.42 billion, subject to customary closing adjustments and certain transaction service arrangements between Ball and Ardagh during a transition period. The sale agreement with Ardagh in respect of the Divestment Business contains customary representations, warranties, covenants and provisions allocating liabilities, as well as indemnification obligations to and from Ardagh, pursuant to which claims may be made when applicable. A pretax gain on sale of $330 million was recorded within business consolidation and other activities and is subject to finalization of working capital and other items. As a condition of the sale of the Divestment Business to Ardagh, the company has guaranteed a minimum volume of sales for the Divestment Business in 2017, whereby the company would be required to pay Ardagh up to $75 million based upon any shortfall of 2017 sales relative to an agreed-upon minimum threshold. Additionally, the company entered into a supply agreement with Ardagh to manufacture and sell can ends to the Divestment Business in Brazil in exchange for proceeds of $103 million.

In connection with the sale of the Divestment Business to Ardagh on June 30, 2016, the company provided indemnifications for the uncertain tax positions of the Divestment Business sold to Ardagh. These indemnifications were accounted for as guarantees and the company initially recognized a liability equal to the fair value of the indemnities. There are no limitations on the maximum potential future payments the company could be obligated to make and, based on the nature of the indemnified items, the company is unable to reasonably estimate its potential exposure under these items.

During the three and six months ended June 30, 2017, the company recorded $7 million and $34 million, respectively, in business consolidation and other activities for an increase in the estimated amount of the claims covered by indemnifications for tax matters provided to the buyer in relation to the Divestment Business. The estimated value of the claims under these indemnities is $57 million at June 30, 2017, and the liabilities have been recorded in other current liabilities.

The portion of the Divestment Business composed of Ball's legacy beverage packaging businesses had earnings before taxes as shown below. These earnings before taxes may not be indicative of the earnings before taxes that would be generated by these components of the Divestment Business in future periods. Additionally, due to complexities associated with how Ball's legacy beverage packaging businesses included in the Divestment Business were integrated into Ball Corporation in historical periods, these earnings before taxes may not be indicative of the earnings before taxes of these Divestment Business components had they been operated as a stand-alone business or businesses:

	Three Months Ended		Six Months Ended
($ in millions)	June 30,  2016		June 30,  2016
Earnings before taxes	$	67	$	104
Earnings before taxes attributable to Ball Corporation		67		104

15

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

The Rexam portion of the Divestment Business is not included in the table above as the financial information is not included in Ball’s historical results.

A total of 54 manufacturing facilities were acquired from Rexam, including 17 in North America, 20 in Europe, 12 in South America and five in the AMEA region. A total of 22 manufacturing facilities were sold as part of the Divestment Business, including 12 Ball facilities and 10 Rexam facilities. Of these 22 facilities, eight are located in North America, 12 are located in Europe and two are located in Brazil. The company had a total of 75 beverage manufacturing facilities and joint ventures after the completion of the Rexam acquisition and sale of the Divestment Business.

This acquisition aligns with Ball’s Drive for 10 vision, including the company’s long-standing capital allocation strategy and EVA philosophy. The combination created the world’s largest supplier of beverage containers allowing the company to better serve its customers with its enhanced geographic footprint and innovative product offerings. In particular, Ball expects the acquisition to continue to deliver long-term shareholder value through optimizing global sourcing, reducing general and administrative expenses, sharing best practices to improve production efficiencies and leveraging its footprint to lower freight, logistics and warehousing costs. In addition, further value can continue to be created through balance sheet improvements with a focus on working capital and inventory management and sustainability priorities as a result of the larger plant network.

The acquisition was accounted for as a business combination and its results of operations have been included in the company’s consolidated statements of earnings and cash flows from the date of acquisition. In total, pretax charges of $216 million have been incurred for transaction costs associated with the acquisition which, in accordance with current accounting guidance, were expensed as incurred. The transaction costs are included in the business consolidation and other activities line of the unaudited condensed consolidated statement of earnings.

In connection with the acquisition, Ball assumed Rexam debt of approximately $2.8 billion of which approximately $2.7 billion was extinguished during July and August 2016. The proceeds from the sale of the Divestment Business were partially used to extinguish the assumed Rexam debt.

During the three months ended June 30, 2017, the company finalized the allocation of the purchase price for the Rexam acquisition. The measurement period adjustments to the acquisition fair values and useful lives for acquired identifiable intangible assets and fixed assets were due to the refinement of our valuation models, assumptions and inputs. The updated assumptions and inputs incorporated additional information obtained subsequent to the closing of the transaction related to facts and circumstances that existed as of the acquisition date. The significant final purchase price allocation changes during the three months ended June 30, 2017, included an increase of $590 million in the value of intangible assets, an increase of $31 million in the value of investments in affiliates and a decrease of $384 million in the value of goodwill. Long-term deferred tax liabilities also increased by $221 million primarily due to the tax effect of these changes to the final purchase price allocation.

During the three months ended June 30, 2017, cumulative catch-up amortization recorded as a result of the increase to intangible assets was $23 million, of which $8 million related to the three months ended March 31, 2017, and $15 million related to the six months ended December 31, 2016. During the three months ended June 30, 2017, cumulative catch-up depreciation recorded as a result of changes in the values and useful lives of fixed assets was $35 million, of which $11 million related to the three months ended March 31, 2017, and $24 million related to the six months ended December 31, 2016.

The cumulative impacts of all adjustments have been reflected in the unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2017. The final amounts are summarized in the table below:

16

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

	June 30,
($ in millions)	2016
Cash	$	450
Receivables, net		778
Inventories, net		782
Other current assets		165
Assets held for sale (sold to Ardagh on June 30, 2016)		911
Total current assets		3,086
Property, plant and equipment		2,301
Goodwill		3,415
Intangible assets		2,478
Restricted cash		174
Other assets		490
Total assets acquired		11,944
Short-term debt and current portion of long-term debt		2,792
Accounts payable		858
Accrued employee costs		135
Liabilities held for sale (sold to Ardagh on June 30, 2016)		7
Other current liabilities		373
Total current liabilities		4,165
Long-term debt		28
Employee benefit obligations		508
Deferred taxes and other liabilities		993
Total liabilities assumed		5,694
Net assets acquired		6,250
Noncontrolling interests		(90)
Aggregate value of consideration paid	$	6,160

The following table details the identifiable intangible assets acquired, their fair values and estimated useful lives:

($ in millions)	Fair Value		Weighted- Average Estimated Useful Life (in Years)
Customer relationships	$	2,437	17
Trademarks		41	3
	$	2,478

Because the acquisition of Rexam was a stock purchase, neither the goodwill nor the intangible assets acquired are deductible under local country corporate tax laws but will generally be deductible in computing earnings and profits for U.S. tax purposes.

The following unaudited pro forma consolidated results of operations (pro forma information) have been prepared as if the acquisition of Rexam and sale of the Divestment Business had occurred as of January 1, 2015. The pro forma information combines the historical results of Ball and Rexam. The pro forma results are not necessarily indicative of the

17

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

actual results that would have occurred had the acquisition been in effect for the periods presented, nor are they necessarily indicative of the results that may be obtained in the future.

	Three Months Ended		Six Months Ended
($ in millions, except per share amounts)	June 30,  2016		June 30,  2016
Net sales (1)	$	2,761	$	5,179
Net earnings attributable to Ball Corporation (2)		28		26
Basic earnings per share		0.08		0.07
Diluted earnings per share		0.08		0.07

(1) Net sales were adjusted to include net sales of Rexam. The company also excluded the net sales attributable to the Divestment Business.

(2) Pro forma adjustments to net earnings attributable to Ball Corporation were adjusted as follows:

· Excludes acquisition-related transaction costs and debt refinancing costs incurred in the three and six months ended June 30, 2016.

· Includes interest expense associated with the new debt utilized to finance the acquisition.

· Includes depreciation and amortization expense based on the increased fair value of property, plant and equipment and amortizable intangible assets acquired.

· Excludes net earnings attributable to the Divestment Business for the three and six months ended June 30, 2016.

· Excludes the gain on sale of the Divestment Business in the three and six months ended June 30, 2016.

All of these pro forma adjustments were adjusted for the applicable income tax impacts. Ball has applied enacted statutory tax rates in the U.K. for the period. Ball used a tax rate of 20 percent to calculate the financing and acquisition adjustments for the three and six months ended June 30, 2016; however, the tax impact on acquisition-related transaction costs already incurred were recorded at a U.S. statutory rate of approximately 37 percent as these transaction costs were incurred in the U.S. These rates may not be reflective of Ball’s effective tax rate for future periods after consummation of the acquisition and sale of the Divestment Business.

Currency Exchange Rate and Interest Rate Risks

The company entered into collar and option contracts to partially mitigate its currency exchange rate risk associated with the British pound denominated cash portion of the purchase price from February 19, 2015, through the closing date of the Rexam acquisition. The company entered into interest rate swaps to hedge against rising U.S. and European interest rates to minimize its interest rate exposure associated with anticipated debt issuances in connection with the acquisition of Rexam. These contracts were not designated as hedges for accounting purposes and, therefore, changes in the fair value of these contracts were recorded in the consolidated statements of earnings in business consolidation and other activities, as well as in debt refinancing and other costs, a component of total interest expense.

Food and Aerosol Paint and General Line Plant

In March 2017, the company sold its paint and general line can manufacturing facility in Hubbard, Ohio, for approximately $32 million in cash and recorded a $15 million gain on the sale.

Wavefront Technologies (Wavefront)

In January 2016, the company acquired Wavefront located in Annapolis Junction, Maryland, for total cash consideration of $36 million, net of cash acquired. Wavefront provides systems and network engineering, software development software and analytical services for cyber and mission-focused programs to the U.S. government and commercial industry. The financial results of Wavefront have been included in our aerospace segment from the date of acquisition. The acquisition is not material to the company.

18

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

Food and Aerosol Specialty Tin Business

In October 2016, the company sold its specialty tin manufacturing facility in Baltimore, Maryland, for approximately $24 million in cash and recorded a $9 million gain on the sale.

5.     Business Consolidation and Other Activities

The following is a summary of business consolidation and other activity (charges)/income included in the unaudited condensed consolidated statements of earnings:

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2017		2016		2017		2016
Beverage packaging, North and Central America	$	(7)	$	(3)	$	(11)	$	(6)
Beverage packaging, South America		(3)		(9)		—		(9)
Beverage packaging, Europe		(4)		(5)		(7)		(9)
Food and aerosol packaging		(1)		(3)		9		(17)
Other		(26)		48		(87)		(198)
	$	(41)	$	28	$	(96)	$	(239)

2017

Beverage Packaging, North and Central America

During the three and six months ended June 30, 2017, the company recorded charges of $4 million and $7 million, respectively, for employee severance and benefits, facility shutdown costs, asset impairment, accelerated depreciation and disposal costs related to the closure of its Reidsville, North Carolina, plant.

Other charges in the three and six months ended June 30, 2017, included $3 million and $4 million, respectively, of individually insignificant activities. 

Beverage Packaging, South America

During the three and six months ended June 30, 2017, the company recorded charges of $2 million for professional services and other costs associated with the acquisition of Rexam.

Other charges in the three and six months ended June 30, 2017, included expense of $1 million and income of $2 million, respectively, for individually insignificant activities.

19

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

Beverage Packaging, Europe

During the six months ended June 30, 2017, the company recorded charges of $2 million for professional services and other costs associated with the acquisition of Rexam.

Other charges in the three and six months ended June 30, 2017, included $4 million and $5 million, respectively, for individually insignificant activities.

Food and Aerosol Packaging

During the three and six months ended June 30, 2017, the company recorded charges of $2 million and $5 million, respectively, for facility shutdown costs and accelerated depreciation for the closure of its Weirton, West Virginia, plant which ceased production during the period ended March 31, 2017.

During the three months ended March 31, 2017, the company sold its food and aerosol packaging paint and general line can plant in Hubbard, Ohio, and recorded a gain on sale of $15 million.  

Other charges in the three and six months ended June 30, 2017, included income of $1 million and expense of $1 million for individually insignificant activities.

Other

During the three months ended June 30, 2017, the company recorded the following amounts:

· Expense of $7 million for the estimated amount of claims covered by the indemnification for certain tax matters provided to the buyer in the sale of the Divestment Business.

· Expense of $8 million for long-term incentive and other compensation arrangements associated with the Rexam acquisition.

· Expense of $5 million for professional services and other costs associated with the acquisition of Rexam.

· Expense of $6 million for individually insignificant activities.

During the six months ended June 30, 2017, the company recorded the following amounts:

· Expense of $34 million for the estimated amount of claims covered by the indemnification for certain tax matters provided to the buyer in the sale of the Divestment Business.

· Expense of $17 million for long-term incentive and other compensation arrangements associated with the Rexam acquisition.

· A $14 million reduction in the gain recognized in connection with the sale of the Ball portion of the Divestment Business.

· Expense of $10 million for professional services and other costs associated with the acquisition of Rexam.

· Expense of $12 million for individually insignificant activities.

2016

Beverage Packaging, North and Central America

Charges in the three and six months ended June 30, 2016, included $3 million and $6 million, respectively, of individually insignificant activities.

Beverage Packaging, South America

During the three months ended June 30, 2016, the company recorded charges of $9 million for professional services and other costs associated with the acquisition of Rexam.

20

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

Beverage Packaging, Europe

During the three months ended June 30, 2016, the company recorded charges of $3 million and $7 million, respectively, for professional services and other costs associated with the acquisition of Rexam.

Other charges in the three and six months ended June 30, 2016, included $2 million of individually insignificant activities.

Food and Aerosol Packaging

During the three and six months ended June 30, 2016, the company recorded charges of $2 million and $11 million, respectively, for employee severance and benefits, facility shutdown costs and asset impairment and disposal costs for the closure of its Weirton, West Virginia, plant.

Other charges in the three and six months ended June 30, 2016, included $1 million and $6 million, respectively, of individually insignificant activities.

Other

During the three months ended June 30, 2016, the company recorded the following charges:

· A gain of $331 million in connection with the sale of the Ball portion of the Divestment Business.

· Foreign currency losses of $99 million from the revaluation of foreign currency denominated restricted cash and intercompany loans related to the cash component of the Rexam acquisition purchase price, the sale of the Divestment Business and the revaluation of the euro-denominated debt issuance obtained in December 2015.

· Losses of $91 million associated with the collar, swap and option contracts entered into to reduce its exposure to currency exchange rate changes in connection with the British pound denominated cash portion of the purchase price for the acquisition of Rexam.

· Expense of $71 million for compensation arrangements related to the Rexam acquisition.

· Expense of $53 million for professional services and other costs associated with the acquisition of Rexam.

· An unrealized gain of $32 million on the fair value of cross-currency swaps entered into in connection with the December 2015 issuance of the $1 billion senior notes due 2020.

· Expense of $1 million for individually insignificant activities. 

During the six months ended June 30, 2016, the company recorded the following charges:

· A gain of $331 million in connection with the sale of the Ball portion of the Divestment Business.

· Foreign currency losses of $195 million from the revaluation of foreign currency denominated restricted cash and intercompany loans related to the cash component of the Rexam acquisition purchase price, the sale of the Divestment Business and the revaluation of the euro-denominated debt issuance obtained in December 2015.

· Losses of $179 million associated with the collar, swap and option contracts entered into to reduce its exposure to currency exchange rate changes in connection with the British pound denominated cash portion of the purchase price for the acquisition of Rexam.

· Expense of $77 million for professional services and other costs associated with the acquisition of Rexam.

· Expense of $71 million for compensation arrangements related to the Rexam acquisition.

· An unrealized loss of $4 million on the fair value of cross-currency swaps entered into in connection with the December 2015 issuance of the $1 billion senior notes due 2020.

· Expense of $3 million for individually insignificant activities. 

21

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

6.     Receivables

	June 30,		December 31,
($ in millions)	2017		2016
Trade accounts receivable	$	1,342	$	1,169
Less allowance for doubtful accounts		(10)		(11)
Net trade accounts receivable		1,332		1,158
Other receivables		305		333
	$	1,637	$	1,491

The company has entered into several regional committed and uncommitted accounts receivable factoring programs with various financial institutions for certain receivables of the company. The programs are accounted for as true sales of the receivables, without recourse to Ball, and had combined limits of approximately $1 billion at June 30, 2017. A total of $658 million and $596 million were sold under such programs as of June 30, 2017, and December 31, 2016, respectively.

7.     Inventories

	June 30,		December 31,
($ in millions)	2017		2016
Raw materials and supplies	$	665	$	607
Work-in-process and finished goods		896		839
Less inventory reserves		(37)		(33)
	$	1,524	$	1,413

8.Property, Plant and Equipment

	June 30,		December 31,
($ in millions)	2017		2016
Land	$	171	$	105
Buildings		1,357		1,301
Machinery and equipment		4,986		4,723
Construction-in-progress		432		503
		6,946		6,632
Accumulated depreciation		(2,522)		(2,245)
	$	4,424	$	4,387

Property, plant and equipment are stated at historical or acquired cost. Depreciation expense amounted to $153 million and $260 million for the three and six months ended June 30, 2017, respectively, and $68 million and $133 million for the comparable periods in 2016, respectively. During the three months ended June 30, 2017, cumulative catch-up depreciation recorded as a result of changes in the values and useful lives of fixed assets associated with the finalization of the valuation for the Rexam acquisition was $35 million, of which $11 million related to the three months ended March 31, 2017, and $24 million related to the six months ended December 31, 2016.

22

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

9.     Goodwill

($ in millions)	Beverage Packaging, North & Central America		Beverage Packaging, South America		Beverage Packaging, Europe		Food & Aerosol Packaging		Aerospace		Other		Total
Balance at December 31, 2016	$	1,614	$	970	$	1,632	$	599	$	40	$	240	$	5,095
Opening balance sheet adjustments		(340)		328		(276)		—		—		(68)		(356)
Business dispositions		—		—		—		(9)		—		—		(9)
Effects of currency exchange rates		—		—		106		12		—		10		128
Balance at June 30, 2017	$	1,274	$	1,298	$	1,462	$	602	$	40	$	182	$	4,858

During the three months ended June 30, 2017, the company finalized the allocation of the purchase price for the Rexam acquisition. The decrease related to goodwill is a result of changes in the fair values and useful lives of fixed assets for the Rexam acquisition. The company’s annual goodwill impairment test completed in the fourth quarter of 2016 indicated the fair value of the beverage packaging, Asia (Beverage Asia), reporting unit exceeded its carrying amount by approximately 23 percent. The current supply of metal beverage packaging exceeds demand in China, resulting in pricing pressure and negative impacts on the profitability of our Beverage Asia reporting unit. If it becomes an expectation that this oversupply situation will continue for an extended period of time, the company may be required to record a noncash impairment charge for some or all of the goodwill associated with the Beverage Asia reporting unit, the total balance of which was $78 million at June 30, 2017.

10.    Intangible Assets, Net

	June 30,		December 31,
($ in millions)	2017		2016
Acquired Rexam intangibles (net of accumulated amortization of $160 million at June 30, 2017, and $62 million at December 31, 2016)	$	2,340	$	1,766
Capitalized software (net of accumulated amortization of $112 million at June 30, 2017, and $87 million at December 31, 2016)		86		79
Other intangibles (net of accumulated amortization of $155 million at June 30, 2017, and $143 million at December 31, 2016)		86		89
	$	2,512	$	1,934

Total amortization expense of intangible assets amounted to $76 million and $117 million for the three and six months ended June 30, 2017, respectively, and $10 million and $20 million for the comparable periods in 2016, respectively. During the three months ended June 30, 2017, cumulative catch-up amortization recorded as a result of the change in the value of intangible assets associated with the finalization of the valuation for the Rexam acquisition was $23 million, of which $8 million related to the three months ended March 31, 2017, and $15 million related to the six months ended December 31, 2016.

11.    Other Assets

	June 30,		December 31,
($ in millions)	2017		2016
Long-term deferred tax assets	$	447	$	443
Long-term pension asset		163		147
Investments in affiliates		252		204
Company and trust-owned life insurance		166		146
Other		134		164
	$	1,162	$	1,104

23

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

12.    Debt and Interest Costs

Long-term debt consisted of the following:

	June 30,		December 31,
($ in millions)	2017		2016
Senior Notes
5.25% due July 2025	$	1,000	$	1,000
4.375% due December 2020		1,000		1,000
4.00% due November 2023		1,000		1,000
4.375%, euro denominated, due December 2023		800		736
5.00% due March 2022		750		750
3.50%, euro denominated, due December 2020		457		421
Senior Credit Facilities, due March 2021 (at variable rates)
Term A loan, due June 2021		1,348		1,383
Term A loan, euro denominated, due June 2021		801		954
Multi-currency, U.S. dollar revolver, due March 2021		190		190
Other (including debt issuance costs)		(42)		(45)
		7,304		7,389
Less: Current portion of long-term debt		(78)		(79)
	$	7,226	$	7,310

Following is a summary of debt refinancing and other costs included in the unaudited condensed consolidated statements of earnings:

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2017		2016		2017		2016
Debt Refinancing and Other Costs:
Interest expense on 3.5% and 4.375% senior notes	$	—	$	(25)	$	—	$	(49)
Refinancing of bridge and revolving credit facilities		—		(17)		—		(30)
Economic hedge - interest rate risk		—		(4)		—		(20)
Amortization of unsecured, committed bridge facility financing fees		—		—		—		(7)
Individually insignificant items		(1)		—		(1)		—
	$	(1)	$	(46)	$	(1)	$	(106)

The senior credit facilities include long-term, multi-currency committed revolving credit facilities that provide the company with up to the U.S. dollar equivalent of $1.5 billion. At June 30, 2017, taking into account outstanding letters of credit, approximately $1.3 billion was available under existing long-term, revolving credit facilities. In addition to these facilities, the company had approximately $968 million of short-term uncommitted credit facilities available at June 30, 2017, of which $244 million was outstanding and due on demand. At December 31, 2016, the company had $143 million outstanding under short-term uncommitted credit facilities. 

The fair value of long-term debt was estimated to be $7.6 billion at June 30, 2017, and $7.7 billion at December 31, 2016. The fair value reflects the market rates at each period end for debt with credit ratings similar to the company’s ratings and is classified as Level 2 within the fair value hierarchy. 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.

Ball provides letters of credit in the ordinary course of business to secure liabilities recorded in connection with certain self-insurance arrangements. Letters of credit outstanding were $34 million at June 30, 2017, and $32 million at December 31, 2016.

24

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

The company’s senior notes and senior credit facilities are guaranteed on a full, unconditional and joint and several basis by certain of the company’s material subsidiaries. Each of the guarantor subsidiaries is 100 percent owned by Ball Corporation. These guarantees are required in support of these notes and credit facilities, are co-terminous with the terms of the respective note indentures and would require performance upon certain events of default referred to in the respective guarantees. Note 19 includes further details about the company’s debt guarantees and Note 20 contains further details, as well as required condensed consolidating financial information for the company, segregating the guarantor subsidiaries and non-guarantor subsidiaries as defined in the debt agreements.

The U.S. note agreements and bank credit agreement contain certain restrictions relating to dividend payments, share repurchases, investments, financial ratios, guarantees and the incurrence of additional indebtedness. The most restrictive covenant is in the company’s bank credit agreement and requires the company to maintain a net debt to EBITDA ratio (as defined) of no greater than 5 times at June 30, 2017, which changes to 4 times at December 31, 2017.

The company was in compliance with all loan agreements and debt covenants at June 30, 2017, and December 31, 2016, and has met all debt payment obligations.

13.    Employee Benefit Obligations

	June 30,		December 31,
($in millions)	2017		2016
Underfunded defined benefit pension liabilities	$	897	$	963
Less: Current portion		(26)		(25)
Long-term defined benefit pension liabilities		871		938
Retiree medical and other postemployment benefits		217		226
Deferred compensation plans		280		272
Other		61		61
	$	1,429	$	1,497

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

	Three Months Ended June 30,
	2017						2016
($ in millions)	U.S.		Foreign		Total		U.S.		Foreign			Total
Ball-sponsored plans:
Service cost	$	12	$	4	$	16	$	12	$	3		$	15
Interest cost		33		22		55		15		5			20
Expected return on plan assets		(33)		(26)		(59)		(18)		(5)			(23)
Recognized net actuarial loss		9		1		10		8		1			9
Curtailment and settlement losses (gains) including special termination benefits		—		—		—		—		80	(a)		80
Net periodic benefit cost for Ball sponsored plans		21		1		22		17		84			101
Net periodic benefit cost for multi-employer plans		1		—		1		—		—			—
Total net periodic benefit cost	$	22	$	1	$	23	$	17	$	84		$	101

(a) Amount relates to plans transferred to the Divestment Business.

25

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

	Six Months Ended June 30,
	2017						2016
($ in millions)	U.S.		Foreign		Total		U.S.		Foreign			Total
Ball-sponsored plans:
Service cost	$	24	$	8	$	32	$	24	$	6		$	30
Interest cost		66		44		110		30		9			39
Expected return on plan assets		(66)		(52)		(118)		(36)		(9)			(45)
Recognized net actuarial loss		18		2		20		15		3			18
Curtailment and settlement losses (gains) including special termination benefits		—		—		—		—		80	(a)		80
Net periodic benefit cost for Ball sponsored plans		42		2		44		33		89			122
Net periodic benefit cost for multi-employer plans		2		—		2		1		—			1
Total net periodic benefit cost	$	44	$	2	$	46	$	34	$	89		$	123

(a) Amount relates to plans transferred to the Divestment Business.

Contributions to the company’s defined benefit pension plans, not including unfunded German, Swedish and certain U.S. plans, were $110 million in the first six months of 2017 compared to $28 million in the first six months of 2016 and are expected to be in the range of $190 million for the full year of 2017. This estimate may change based on any changes to the U.S. Pension Protection Act and actual plan asset performance, among other factors. Included in the 2017 contributions were contributions to acquired Rexam defined benefit pension plans. Payments to participants in the unfunded German, Swedish and certain U.S. plans were $12 million in the first six months of 2017 compared to $9 million in the first six months of 2016 and are expected to be approximately $20 million to $24 million for the full year of 2017.

14.    Shareholders’ Equity and Comprehensive Earnings

In April of 2017, the company’s board of directors declared a two-for-one split of Ball Corporation’s common stock and increased the quarterly cash dividend by 54 percent to 10 cents on a post-split basis. The stock split was effective as of May 16, 2017.

Accumulated Other Comprehensive Earnings (Loss)

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

($ in millions)	Foreign Currency Translation (Net of Tax)		Pension and Other Postretirement Benefits            (Net of Tax)		Effective Derivatives (Net of Tax)		Accumulated Other Comprehensive Earnings (Loss)
Balance at December 31, 2016	$	(329)	$	(590)	$	(22)	$	(941)
Other comprehensive earnings (loss) before reclassifications		(3)		(23)		(25)		(51)
Amounts reclassified from accumulated other comprehensive earnings (loss)		—		11		62		73
Balance at June 30, 2017	$	(332)	$	(602)	$	15	$	(919)

26

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

The following table provides additional details of the amounts recognized into net earnings from accumulated other comprehensive earnings (loss):

	Three Months Ended June 30,				Six Months Ended June 30,
($  in millions)	2017		2016		2017		2016
Gains (losses) on cash flow hedges:
Commodity contracts recorded in net sales	$	—	$	—	$	(3)	$	3
Commodity contracts recorded in cost of sales		9		(3)		17		(10)
Currency exchange contracts recorded in selling, general and administrative		—		(1)		—		(1)
Cross-currency swaps recorded in selling, general and administrative		(71)		1		(84)		1
Cross-currency swaps recorded in interest expense		5		—		10		—
Commodity and currency exchange contracts attributable to the divestment business recorded in business consolidation and other activities		—		(4)		—		(4)
Total before tax effect		(57)		(7)		(60)		(11)
Tax benefit (expense) on amounts reclassified into earnings		13		—		(2)		(2)
Recognized gain (loss)	$	(44)	$	(7)	$	(62)	$	(13)
Amortization of pension and other postretirement benefits: (a)
Prior service income (expense)	$	—	$	2	$	—	$	2
Actuarial gains (losses)		(8)		(90)		(17)		(99)
Total before tax effect		(8)		(88)		(17)		(97)
Tax benefit (expense) on amounts reclassified into earnings		3		23		6		26
Recognized gain (loss)	$	(5)	$	(65)	$	(11)	$	(71)

(a) The pension components are included in the computation of net periodic benefit cost included in Note 13.

15.    Stock-Based Compensation Programs

The company has shareholder-approved stock plans under which options and stock-settled appreciation rights (SSARs) have been granted to employees at the market value of the company’s stock at the date of grant. In general, options and SSARs are exercisable in four equal installments commencing one year from the date of grant and terminating 10 years from the date of grant. There were 1.1 million stock options and SSARs granted in January 2017 and 1.3 million in April 2017 (on a post-stock split basis). These options and SSARs cannot be traded in any equity market. However, based on the Black-Scholes option pricing model, options and SSARs granted in April 2017, January 2017, July 2016 and January 2016 have estimated weighted average fair values at the date of grant of $7.21 per share, $8.54 per share, $8.35 per share and $9.29 per share, respectively (reflects the two-for-one stock split effective May 16, 2017). 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 or SSAR is exercised. Consequently, there is no assurance the value realized by an employee will approximate the value estimated. The fair values were estimated using the following weighted average assumptions:

	April 2017		January 2017		July 2016		January 2016
Expected dividend yield	1.06	%	0.68	%	0.73	%	0.79	%
Expected stock price volatility	18.89	%	20.49	%	24.14	%	29.25	%
Risk-free interest rate	1.95	%	2.07	%	1.22	%	1.57	%
Expected life of options (in years)	5.94	years	5.94	years	6.10	years	5.94	years

During the three months ended March 31, 2017 and 2016, the company’s board of directors granted 237,452 and 237,510 performance-contingent restricted stock units (PCEQs) (on a post-stock split basis), respectively, to key employees. These PCEQs vest three years from the date of grant, and the number of shares available at the vesting date is based on

27

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

the company’s growth in economic value added (EVA®) dollars in excess of the EVA® dollars generated in the calendar year prior to the grant as the minimum threshold, and can range from zero to 200 percent of each participant’s assigned PCEQ award. If the minimum performance goals are not met, the PCEQ will be forfeited. Grants under the plan are being accounted for as equity awards and compensation expense is recorded based upon the most probable outcome using the closing market price of the shares at the grant date. On a quarterly and annual basis, the company reassesses the probability of the goals being met and adjusts compensation expense as appropriate.

Also during the three months ended March 31, 2017, the company’s board of directors granted 1.1 million performance-contingent restricted stock units (on a post-stock split basis) to employees related to the Special Acquisition-Related Incentive Plan. The number of shares issued at the vesting date in January 2020 will be based on the company’s achievement of cumulative EVA and Cash Flow performance goals through the vesting date and can range from zero to 200 percent of each participant’s assigned award. If the minimum performance goals are not met, the awards will be forfeited. Grants under the plan are being accounted for as equity awards and compensation expense is recorded based upon the most probable outcome using 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.

16.Earnings and Dividends Per Share

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions, except per share amounts; shares in thousands)	2017		2016		2017		2016
Net earnings attributable to Ball Corporation	$	99	$	307	$	167	$	180
Basic weighted average common shares (a)		351,066		284,076		350,560		283,832
Effect of dilutive securities (a)		7,913		6,378		7,946		6,498
Weighted average shares applicable to diluted earnings per share (a)		358,979		290,454		358,506		290,330
Per basic share (a)	$	0.28	$	1.08	$	0.48	$	0.63
Per diluted share (a)	$	0.28	$	1.06	$	0.47	$	0.62

(a) Amounts in 2016 have been retrospectively adjusted for the two-for-one stock split that was effective on May 16, 2017.

Certain outstanding options were excluded from the diluted earnings per share calculation because they were anti-dilutive (i.e., their assumed conversion into common stock would increase rather than decrease earnings per share). The options excluded totaled 3 million and 5 million in the three and six months ended June 30, 2017, respectively. The options excluded totaled 4 million in both the three and six months ended June 30, 2016.

The company declared and paid dividends of $0.10 per share in the three months ended June 30, 2017, and $0.065 per share in the three months ended March 31, 2017 and 2016, and in the three months ended June 30, 2016 (on a post-stock split basis).

17.    Financial Instruments and Risk Management

The company employs established risk management policies and procedures, which seek to reduce the company’s commercial risk 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 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. Additionally, in the event of default under the company’s master derivative agreements, the non-defaulting party has the option to offset any amounts owed with regard to open derivative positions.

28

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

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 are material differences between sales and purchase contracted pricing and volume.

At June 30, 2017, the company had aluminum contracts limiting its aluminum exposure with notional amounts of approximately $985 million, of which approximately $922 million received hedge accounting treatment. The aluminum contracts, which are recorded at fair value, include economic derivative instruments that are undesignated, as well as cash flow hedges that offset sales and purchase contracts of various terms and lengths. Cash flow hedges relate to forecasted transactions that will occur within the next three years. Included in shareholders’ equity at June 30, 2017, within accumulated other comprehensive earnings (loss), is a net after-tax gain of $23 million associated with these contracts. A net after-tax gain of $17 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. There was no after-tax gain included in shareholders’ equity at June 30, 2017, within accumulated other comprehensive earnings (loss). There were no contracts outstanding at June 30, 2017. 

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 its global operations as a result of various factors including intercompany currency denominated loans, selling our products in various currencies, purchasing raw materials and equipment in various 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 June 30, 2017, the company had outstanding exchange rate forward contracts and option contracts with notional amounts totaling approximately $2 billion. Approximately $5 million of net after-tax gain related to these contracts is included in accumulated other comprehensive earnings at June 30, 2017, of which a net gain of $5 million is expected to be recognized in the unaudited condensed consolidated statement of earnings during the next 12 months. The contracts outstanding at June 30, 2017, expire within the next two years.

Additionally, the company entered into a $1 billion cross-currency swap contract to partially mitigate the risk associated with foreign currency denominated intercompany debt incurred in the three months ended June 30, 2016. Approximately,

29

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

$13 million of net after-tax loss related to this contract is included in accumulated other comprehensive earnings at June 30, 2017, the amount of which expected to be recognized during the next 12 months is dependent on fluctuations in currency exchange rates. As of June 30, 2017, the fair value of the cross-currency swap was a $39 million loss. The contract expires in December 2020.

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. The company entered into total return swaps to reduce the company’s earnings exposure to these fair value fluctuations that will be outstanding until March 2018 and August 2017 and that have a combined notional value of 2.7 million shares. Based on the current number of shares in the program, each $1 change in the company’s stock price has an insignificant impact on pretax earnings, net of the impact of related derivatives. As of June 30, 2017, the fair value of the swap was a $3.4 million gain.

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 derivative 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 June 30, 2017, and December 31, 2016, the aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position was $24 million and $44 million, respectively, and no collateral was required to be posted.

Fair Value Measurements

The company has classified all applicable financial derivative assets and liabilities as Level 2 within the fair value hierarchy as of June 30, 2017, and December 31, 2016, and presented those values in the tables below. The company’s

30

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

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.

	June 30, 2017						December 31, 2016
($ in millions)	Derivatives Designated as Hedging Instruments		Derivatives not Designated as Hedging Instruments		Total		Derivatives Designated as Hedging Instruments		Derivatives not Designated as Hedging Instruments		Total
Assets:
Commodity contracts	$	29	$	2	$	31	$	17	$	1	$	18
Foreign currency contracts		2		9		11		1		—		1
Interest rate and other contracts		—		3		3		—		21		21
Total current derivative contracts	$	31	$	14	$	45	$	18	$	22	$	40
Commodity contracts	$	6	$	—	$	6	$	7	$	—	$	7
Interest rate and other contracts		—		—		—		39		—		39
Total noncurrent derivative contracts	$	6	$	—	$	6	$	46	$	—	$	46
Liabilities:
Commodity contracts	$	6	$	2	$	8	$	3	$	—	$	3
Foreign currency contracts		—		31		31		—		22		22
Total current derivative contracts	$	6	$	33	$	39	$	3	$	22	$	25
Commodity contracts	$	1	$	—	$	1	$	—	$	—	$	—
Foreign currency contracts		39		—		39		—		—		—
Total noncurrent derivative contracts	$	40	$	—	$	40	$	—	$	—	$	—

The company uses closing spot and forward market prices as published by the London Metal Exchange, the Chicago Mercantile Exchange, Reuters and Bloomberg to determine the fair value of any outstanding aluminum, currency, energy, inflation and interest rate spot and forward contracts. Option contracts are valued using a Black-Scholes model with observable market inputs for aluminum, currency and interest rates. We value each of our financial instruments either internally using a single valuation technique or from a reliable observable market source. The company does not adjust the value of its financial instruments except in determining the fair value of a trade that settles in the future by discounting the value to its present value using 12-month LIBOR as the discount factor. Ball performs validations of our internally derived fair values reported for our financial instruments on a quarterly basis utilizing counterparty valuation statements. Additionally, the company evaluates counterparty creditworthiness and, as of June 30, 2017, has not identified any circumstances requiring the reported values of our financial instruments be adjusted.

31

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

The following table provides the effects of derivative instruments in the consolidated statement of earnings and on accumulated other comprehensive earnings (loss):

		Three Months Ended June 30,
		2017				2016
($ in millions)	Location of Gain (Loss) Recognized in Earnings on Derivatives	Cash Flow Hedge - Reclassified Amount from Accumulated Other Comprehensive Earnings (Loss)		Gain (Loss) on Derivatives not Designated as Hedge Instruments		Cash Flow Hedge - Reclassified Amount from Accumulated Other Comprehensive Earnings (Loss)		Gain (Loss) on Derivatives not Designated as Hedge Instruments
Commodity contracts - manage exposure to supplier pricing	Cost of sales	$	9	$	(4)	$	(3)	$	—
Interest rate contracts - manage exposure for forecasted Rexam financing	Debt refinancing and other costs		—		—		—		(4)
Foreign currency contracts - manage general exposure with the business	Selling, general and administrative		—		(14)		(1)		36
Foreign currency contracts - manage exposure for proposed acquisition of Rexam	Business consolidation and other activities		—		—		—		1
Cross-currency swaps - manage exposure for proposed acquisition of Rexam	Business consolidation and other activities		—		—		—		32
Cross-currency swaps - manage intercompany currency exposure within the business	Selling, general and administrative		(71)		—		1		—
Cross-currency swaps - manage intercompany currency exposure within the business	Interest expense		5		—		—		—
Commodity contracts and currency exchange contracts - attributed to the divestment business	Business consolidation and other activities		—		—		(4)		—
Equity and inflation contracts	Selling, general and administrative		—		13		—		1
Total		$	(57)	$	(5)	$	(7)	$	66

32

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

		Six Months Ended June 30,
		2017				2016
($ in millions)	Location of Gain (Loss) Recognized in Earnings on Derivatives	Cash Flow Hedge - Reclassified Amount from Accumulated Other Comprehensive Earnings (Loss)		Gain (Loss) on Derivatives not Designated as Hedge Instruments		Cash Flow Hedge - Reclassified Amount from Accumulated Other Comprehensive Earnings (Loss)		Gain (Loss) on Derivatives not Designated as Hedge Instruments
Commodity contracts - manage exposure to customer pricing	Net sales	$	(3)	$	(2)	$	3	$	—
Commodity contracts - manage exposure to supplier pricing	Cost of sales		17		(3)		(10)		—
Interest rate contracts - manage exposure for forecasted Rexam financing	Debt refinancing and other costs		—		—		—		(20)
Foreign currency contracts - manage general exposure with the business	Selling, general and administrative		—		(29)		(1)		36
Foreign currency contracts - manage exposure for acquisition of Rexam	Business consolidation and other activities		—		—		—		(87)
Cross-currency swaps - manage exposure for acquisition of Rexam	Business consolidation and other activities		—		—		—		(4)
Cross-currency swaps - manage intercompany currency exposure within the business	Selling, general and administrative		(84)		—		1		—
Cross-currency swaps - manage intercompany currency exposure within the business	Interest expense		10		—		—		—
Commodity contracts and currency exchange contracts - attributed to the Divestment Business	Business consolidation and other activities		—		—		(4)		—
Equity contracts	Selling, general and administrative		—		10		—		(1)
Total		$	(60)	$	(24)	$	(11)	$	(76)

33

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

The changes in accumulated other comprehensive earnings (loss) for effective derivatives were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2017		2016		2017		2016
Amounts reclassified into earnings:
Commodity contracts	$	(9)	$	3	$	(14)	$	7
Cross-currency swap contracts		66		(1)		74		(1)
Commodity and currency exchange contracts attributed to the divestment business		—		4		—		4
Currency exchange contracts		—		1		—		1
Change in fair value of cash flow hedges:
Commodity contracts		(28)		13		23		6
Interest rate contracts				1		1		—
Cross-currency swap contracts		(66)		(6)		(69)		(6)
Currency exchange contracts		2		(3)		1		1
Foreign currency and tax impacts		15		(2)		21		(2)
	$	(20)	$	10	$	37	$	10

18.    Contingencies

Ball is subject to numerous lawsuits, claims or proceedings arising out of the ordinary course of business, including actions related to: product liability, personal injury, the use and performance of company products; warranty matters; patent, trademark or other intellectual property infringement; contractual liability, the conduct of the company’s business; tax reporting in domestic and foreign jurisdictions; workplace safety, and environmental and other matters. The company has also been identified as a potentially responsible party (PRP) at several waste disposal sites under U.S. federal and related state environmental statutes and regulations and may have joint and several liability for any investigation and remediation costs incurred with respect to such sites. In addition, we have received claims alleging that employees in certain plants have suffered damages due to exposure to alleged workplace hazards. Some of these lawsuits, claims and proceedings involve substantial amounts, including as described below, and some of the environmental proceedings involve potential monetary costs or sanctions that may be material. Ball has denied liability with respect to many of these lawsuits, claims and proceedings and is vigorously defending such lawsuits, claims and proceedings. The company carries various forms of commercial, property and casualty and other forms of insurance; however, such insurance may not be applicable or adequate to cover the costs associated with a judgment against Ball with respect to these lawsuits, claims and proceedings. The company estimates that potential liabilities for all currently known and estimable environmental matters are approximately $45 million in the aggregate and have been included in other current liabilities and other noncurrent liabilities at June 30, 2017.

As previously reported, the U.S. Environmental Protection Agency (USEPA) considers the company a PRP with respect to the Lowry Landfill site located east of Denver, Colorado. In 1992, the company was served with a lawsuit filed by the City and County of Denver (Denver) and Waste Management of Colorado, Inc., seeking contributions from the company and approximately 38 other companies. The company filed its answer denying the allegations of the complaint. Subsequently in 1992, the company was served with a third-party complaint filed by S.W. Shattuck Chemical Company, Inc., seeking contribution from the company and other companies for the costs associated with cleaning up the Lowry Landfill. The company denied the allegations of the complaint.

Also in 1992, Ball entered into a settlement and indemnification agreement with Chemical Waste Management, Inc., and Waste Management of Colorado, Inc. (collectively Waste Management) and Denver pursuant to which Waste Management and Denver dismissed their lawsuit against the company, and Waste Management agreed to defend, indemnify and hold harmless the company from claims and lawsuits brought by governmental agencies and other parties relating to actions seeking contributions or remedial costs from the company for the cleanup of the site. Waste Management, Inc., has agreed to guarantee the obligations of Waste Management. Waste Management and Denver may seek additional payments from the company if the response costs related to the site exceed $319 million. In 2003 Waste

34

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

Management, Inc., indicated that the cost of the site might exceed $319 million in 2030, approximately three years before the projected completion of the project. In January 2015, Waste Management reported that total project costs to date were approximately $140 million. The company might also be responsible for payments (based on 1992 dollars) for any additional wastes that may have been disposed of by the company at the site but which are identified after the execution of the settlement agreement. While remediating the site, contaminants were encountered, which could add an additional cleanup cost of approximately $10 million. This additional cleanup cost could, in turn, add approximately $1 million to total site costs for the PRP group. At this time, there are no Lowry Landfill actions in which the company is actively involved. Based on the information available to the company at this time, we do not believe that this matter will have a material adverse effect upon the liquidity, results of operations or financial condition of the company.

In November 2012, the USEPA wrote to the company asserting that it is one of at least 50 PRPs with respect to the Lower Duwamish site located in Seattle, Washington, based on the company’s ownership of a glass container plant prior to 1995, and notifying the company of a proposed remediation action plan. An allocator has been selected to begin data review on over 30 industrial companies and government entities and at least two PRP groups have begun to discuss various allocation proposals, and this process may last approximately one more year. During the third quarter of 2014, the PRP groups voted to include 20 new members. The USEPA issued the site Record of Decision (ROD) on December 2, 2014. Ball submitted its initial responses to the allocator’s questionnaire in March 2015, and after reviewing submissions from the PRPs alleging deficiencies in certain of Ball’s responses, the allocator denied certain of the allegations and directed the company to answer others, to which Ball responded during the fourth quarter of 2016. A group of de minimis PRPs, including Ball, have retained a technical consultant to assist with their positions vis-à-vis larger PRPs. Total site remediation costs of $342 million, to cover remediation of approximately 200 acres of river bottom, are expected according to the proposed remediation action plan, which does not include $100 million that has already been spent, and which will be allocated among the numerous PRPs in due course. Based on the information available to the company at this time, we do not believe that this matter will have a material adverse effect upon the liquidity, results of operations or financial condition of the company.

In February 2012, Ball Metal Beverage Container Corp. (BMBCC) filed an action against Crown Packaging Technology, Inc. (Crown) in the U.S. District Court for the Southern District of Ohio seeking a declaratory judgment that the sale and use of certain ends by BMBCC and its customers do not infringe certain claims of Crown’s U.S. patents. Crown subsequently filed a counterclaim alleging infringement of certain claims in these patents seeking unspecified monetary damages, fees and declaratory and injunctive relief. The District Court issued a claim construction order at the end of December 2015 and held a scheduling conference on February 10, 2016, to determine the timeline for future steps in the litigation. The case was stayed by mutual agreement of the parties into the third quarter of 2016, during which Crown made preparations for its discovery with respect to certain ends previously produced by Rexam, and such discovery began during the first half of 2017. The parties attempted to mediate the case on August 1, 2017, but no progress was made, and the case continues as scheduled.  Based on the information available to the company at the present time, the company does not believe that this matter will have a material adverse effect upon the liquidity, results of operations or financial condition of the company.

On September 16, 1971, Rexham Corporation (Rexham) was incorporated as a wholly owned subsidiary of Riegel Paper Company (Riegel). On September 23, 1971, Riegel, Federal Paper Board Company (Federal), and Rexham entered into an Agreement and Plan of Reorganization (the 1971 Agreement) pursuant to which Riegel spun-off its packaging business into the newly formed Rexham. Federal retained Riegel’s paper group pursuant to a merger with Riegel. International Paper Company (International Paper) and Georgia Pacific Corporation (Georgia Pacific) are successors to Riegel. Image Products Group, LLC (IPG) is the successor to Rexham. Rexam Inc. (RI) sold IPG to Sun Coating Acquisition Corp. (Sun) in 2002 and agreed to indemnify Sun and IPG for certain environmental liabilities of Rexham.

On November 4, 2011, International Paper and Georgia Pacific filed a complaint against RI and IPG alleging that pursuant to the 1971 Agreement, IPG and RI are liable for 50 percent of the clean-up costs at the Crown Vantage Landfill (the Site). The Site is an inactive industrial landfill on the Delaware River in Hunterdon County, New Jersey that was operated by Riegel and its successors from the 1930s to the 1970s. The EPA conducted an emergency clean up at the Site after a 2004 flood exposed drums and other waste. Georgia Pacific took over the clean-up at the Site. Georgia Pacific later sued International Paper as a successor to Riegel. Georgia Pacific and International Paper entered into a settlement agreement under which International Paper accepted responsibility for the Site. The litigation against IPG and

35

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

RI centers on the interpretation of the 1971 Agreement and whether it allocated the Site liabilities to the paper group of Riegel, which merged with and into Federal, a predecessor of International Paper, or to the packaging group of Riegel, which was spun off to Rexham.

Georgia Pacific and International Paper claim they have incurred past costs at the Site of approximately $14 million, and that Rexam’s share of these costs is approximately $7 million. Georgia Pacific and International Paper have also asserted that they have incurred $30 million in remediation costs at the Curtis Paper Superfund site, the former paper mill adjacent to the Site. In addition, Georgia Pacific, International Paper and the EPA have claimed that Rexam is responsible for certain other non-material amounts associated with the Curtis Paper and related sites.

On October 17, 2016, representatives of Ball/Rexam and Georgia Pacific and International Paper participated in a court ordered mediation in New Jersey in an attempt to resolve this matter. No resolution was reached. During the second quarter of 2017, the court placed the case on administratively terminated status pending ongoing discussions among the parties, and we will continue to explore various ways to reach an acceptable result and otherwise mitigate the effect of the claims. Based on the information available to the company at this time, we do not believe that this matter will have a material adverse effect upon the liquidity, results of operations or financial condition of the company. 

A former Rexam Personal Care site in Annecy, France, was found in 2003 to be contaminated following a leak of chlorinated solvents (TCE) from an underground feedline. The site underwent extensive investigation and an active remediation treatment system was put in place during 2006. The business operating from the site was sold to Albea in 2013 and in turn to a French company CATIDOM (operating as Reboul). Reboul vacated the site in September 2014, and the site reverted back to Rexam during the first quarter of 2015. As part of the site closure regulatory requirements, a new regulatory permit (Prefectoral Order) was issued in June 2016, which includes requirements to undertake a cost-benefit analysis and pilot studies of further treatment for the known residual solvent contamination following the shutdown of the current on-site treatment system. A new management plan will be proposed to the French Environmental Authorities (DREAL) in 2017. Based on the information available to the company at this time, we do not believe that this matter will have a material adverse effect upon the liquidity, results of operations or financial condition of the company.

The company’s operations in Brazil are involved in various governmental assessments, principally related to claims for taxes on the internal transfer of inventory, gross revenue taxes and indirect tax incentives. The company does not believe that the ultimate resolution of these matters will materially impact the company’s results of operations, financial position or cash flows. Under customary local regulations, the company’s Brazilian subsidiaries may need to post cash or other collateral if the process to challenge any administrative assessment proceeds to the Brazilian court system; however, the level of any potential cash or collateral required would not significantly impact the liquidity of those subsidiaries or Ball Corporation. 

19.    Indemnifications and Guarantees

General Guarantees

The company or its appropriate consolidated direct or indirect subsidiaries, including Rexam and its subsidiaries, have made certain indemnities, commitments and guarantees under which the specified entity may be required to make payments in relation to certain transactions. These indemnities, commitments and guarantees include indemnities to the customers of the subsidiaries in connection with the sales of their packaging and aerospace products and services; guarantees to suppliers of subsidiaries of the company guaranteeing the performance of the respective entity under a purchase agreement, construction contract or other commitment; guarantees in respect of certain foreign subsidiaries’ pension plans; indemnities for liabilities associated with the infringement of third party patents, trademarks or copyrights under various types of agreements; indemnities to various lessors in connection with facility, equipment, furniture and other personal property leases for certain claims arising from such leases; indemnities to governmental agencies in connection with the issuance of a permit or license to the company or a subsidiary; indemnities pursuant to agreements relating to certain joint ventures; indemnities in connection with the sale of businesses or substantially all of the assets and specified liabilities of businesses; and indemnities to directors, officers and employees of the company to the extent

36

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

permitted under the laws of the State of Indiana and the United States of America. The duration of these indemnities, commitments and guarantees varies and, in certain cases, is indefinite.

In addition, many of these indemnities, commitments and guarantees do not provide for any limitation on the maximum potential future payments the company could be obligated to make. As such, the company is unable to reasonably estimate its potential exposure under these items.

Other than the indemnifications in connection with the sale of the Divestment Business, the company has not recorded any material liabilities for these indemnities, commitments and guarantees in the accompanying consolidated balance sheets. The company does, however, accrue for payments under promissory notes and other evidences of incurred indebtedness and for losses for any known contingent liability, including those that may arise from indemnifications, commitments and guarantees, when future payment is both reasonably estimable and probable. Finally, the company carries specific and general liability insurance policies and has obtained indemnities, commitments and guarantees from third party purchasers, sellers and other contracting parties, which the company believes would, in certain circumstances, provide recourse to any claims arising from these indemnifications, commitments and guarantees.

Debt Guarantees

The company’s and its subsidiaries’ obligations under the senior notes and senior credit facilities (or, in the case of U.S. domiciled foreign subsidiaries under the senior credit facilities, the obligations of foreign credit parties only) are guaranteed on a full, unconditional and joint and several basis by certain of the company’s domestic subsidiaries and the domestic subsidiary borrowers, and obligations of other guarantors and the subsidiary borrowers under the senior credit facilities are guaranteed by the company, in each case with certain exceptions and subject to grace periods. These guarantees are required in support of the senior notes and senior credit facilities referred to above, are co-terminous with the terms of the respective note indentures, senior notes and credit agreement and could be enforced by the holders of the obligations thereunder during the continuation of an event of default under the note indentures, the senior notes or the credit agreement or any other loan document in respect thereof. The maximum potential amounts which could be required to be paid under such guarantees are essentially equal to the then outstanding obligations under the respective senior notes or the credit agreement (or, in the case of U.S. domiciled foreign subsidiaries under the senior credit facilities, the obligations of foreign credit parties only), with certain exceptions. All obligations under the guarantees of the senior credit facilities are secured, with certain exceptions and subject to certain grace periods, by a valid first priority perfected lien or pledge on (i) 100 percent of the capital stock of each of the company's material wholly owned domestic subsidiaries directly owned by the company or any of its wholly owned domestic subsidiaries and

(ii) 65 percent of the capital stock of each of the company's material wholly owned first-tier foreign subsidiaries directly owned by the company or any of its wholly owned domestic subsidiaries. In addition, the obligations of certain foreign borrowers and foreign pledgors under the loan documents will be secured, with certain exceptions and subject to certain grace periods, by a valid first priority perfected lien or pledge on 100 percent of the capital stock of certain of the company's material wholly owned foreign subsidiaries and material wholly owned U.S. domiciled foreign subsidiaries directly owned by the company or any of its wholly owned material subsidiaries. The company is not in default under the above senior notes or senior credit facilities. The unaudited condensed consolidating financial information for the guarantor and non-guarantor subsidiaries is presented in Note 20. 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.  

20.    Subsidiary Guarantees of Debt

The following condensed consolidating financial information is presented in accordance with SEC Regulations S‑X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered, and comprises two separate and distinct presentations. Amounts for the three and six months ended June 30, 2017, have been revised for the adjustments identified and recorded as of December 31, 2016. Refer to Note 1for further detail. 

For purposes of each presentation of condensed consolidating financial information, the subsidiaries of the company providing the guarantees are referred to as the guarantor subsidiaries, and subsidiaries of the company other than the guarantor subsidiaries are referred to as the non-guarantor subsidiaries. The eliminating adjustments substantively consist

37

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

of intercompany transactions and the elimination of equity investments and earnings of subsidiaries. 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.

Guarantees Relating to Shelf Registration Statement

The first presentation of condensed consolidating financial information relates to the Registration Statement on Form S-3 registering debt securities of the company and the full and unconditional, joint and several guarantees of such debt securities by certain 100 percent owned domestic subsidiaries of the company. The following is unaudited condensed consolidating financial information for the company, segregating the guarantor subsidiaries and non-guarantor subsidiaries, as of June 30, 2017, and December 31, 2016, and for the three and six months ended June 30, 2017 and 2016. The condensed consolidating financial information presented below is not necessarily indicative of the financial position, results of operations, earnings or cash flows of the company or any of the company’s subsidiaries on a stand-alone basis.

	Unaudited Condensed Consolidating Statement of Earnings
	Three Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	1,273	$	1,631	$	(49)	$	2,855
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,066)		(1,253)		49		(2,270)
Depreciation and amortization		(2)		(37)		(190)		—		(229)
Selling, general and administrative		(55)		(37)		(36)		—		(128)
Business consolidation and other activities		(14)		(8)		(19)		—		(41)
Equity in results of subsidiaries		148		2		—		(150)		—
Intercompany		81		(45)		(36)		—		—
		158		(1,191)		(1,534)		(101)		(2,668)
Earnings (loss) before interest and taxes		158		82		97		(150)		187
Interest expense		(68)		1		(7)		—		(74)
Debt refinancing and other costs		—		—		(1)		—		(1)
Total interest expense		(68)		1		(8)		—		(75)
Earnings (loss) before taxes		90		83		89		(150)		112
Tax (provision) benefit		9		(27)		(4)		—		(22)
Equity in results of affiliates, net of tax		—		1		9		—		10
Net earnings (loss)		99		57		94		(150)		100
Less net earnings attributable to
noncontrolling interests		—		—		(1)		—		(1)
Net earnings (loss) attributable to
Ball Corporation	$	99	$	57	$	93	$	(150)	$	99
Comprehensive earnings (loss) attributable to Ball Corporation	$	(7)	$	(45)	$	(12)	$	57	$	(7)

38

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

	Unaudited Condensed Consolidating Statement of Earnings
	Three Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	1,206	$	882	$	(58)	$	2,030
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(975)		(679)		58		(1,596)
Depreciation and amortization		(1)		(36)		(41)		—		(78)
Selling, general and administrative		(13)		(42)		(50)		—		(105)
Business consolidation and other activities		770		(6)		(736)		—		28
Equity in results of subsidiaries		(481)		286		1		194		—
Intercompany		60		(44)		(16)		—		—
		335		(817)		(1,521)		252		(1,751)
Earnings (loss) before interest and taxes		335		389		(639)		194		279
Interest expense		(38)		(1)		(2)		—		(41)
Debt refinancing and other costs		(36)		—		(10)		—		(46)
Total interest expense		(74)		(1)		(12)		—		(87)
Earnings (loss) before taxes		261		388		(651)		194		192
Tax (provision) benefit		46		(32)		100		—		114
Equity in results of affiliates, net of tax		—		1		—		—		1
Net earnings (loss)		307		357		(551)		194		307
Less net earnings attributable to
noncontrolling interests		—		—		—		—		—
Net earnings (loss) attributable to	$	307	$	357	$	(551)	$	194	$	307
Ball Corporation
Comprehensive earnings (loss) attributable  to Ball Corporation	$	323	$	385	$	(543)	$	158	$	323

39

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

	Unaudited Condensed Consolidating Statement of Earnings
	Six Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	2,388	$	3,004	$	(64)	$	5,328
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,969)		(2,340)		64		(4,245)
Depreciation and amortization		(3)		(73)		(301)		—		(377)
Selling, general and administrative		(100)		(79)		(92)		—		(271)
Business consolidation and other activities		(64)		(4)		(28)		—		(96)
Equity in results of subsidiaries		270		7		—		(277)		—
Intercompany		162		(87)		(75)		—		—
		265		(2,205)		(2,836)		(213)		(4,989)
Earnings (loss) before interest and taxes		265		183		168		(277)		339
Interest expense		(134)		3		(11)		—		(142)
Debt refinancing and other costs		—		—		(1)		—		(1)
Total interest expense		(134)		3		(12)		—		(143)
Earnings (loss) before taxes		131		186		156		(277)		196
Tax (provision) benefit		36		(64)		(16)		—		(44)
Equity in results of affiliates, net of tax		—		1		17		—		18
Net earnings		167		123		157		(277)		170
Less net earnings attributable to
noncontrolling interests		—		—		(3)		—		(3)
Net earnings attributable to
Ball Corporation	$	167	$	123	$	154	$	(277)	$	167
Comprehensive earnings (loss) attributable  to Ball Corporation	$	189	$	115	$	134	$	(249)	$	189

40

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

	Unaudited Condensed Consolidating Statement of Earnings
	Six Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	2,281	$	1,587	$	(83)	$	3,785
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,862)		(1,233)		83		(3,012)
Depreciation and amortization		(2)		(71)		(80)		—		(153)
Selling, general and administrative		(32)		(82)		(99)		—		(213)
Business consolidation and other activities		510		(23)		(726)		—		(239)
Equity in results of subsidiaries		(396)		322		—		74		—
Intercompany		110		(87)		(23)		—		—
		190		(1,803)		(2,161)		157		(3,617)
Earnings (loss) before interest and taxes		190		478		(574)		74		168
Interest expense		(75)		(1)		(3)		—		(79)
Debt refinancing and other costs		(96)		—		(10)		—		(106)
Total interest expense		(171)		(1)		(13)		—		(185)
Earnings (loss) before taxes		19		477		(587)		74		(17)
Tax (provision) benefit		161		(51)		87		—		197
Equity in results of affiliates, net of tax		—		—		—		—		—
Net earnings		180		426		(500)		74		180
Less net earnings attributable to
noncontrolling interests		—		—		—		—		—
Net earnings attributable to
Ball Corporation	$	180	$	426	$	(500)	$	74	$	180
Comprehensive earnings (loss) attributable  to Ball Corporation	$	227	$	483	$	(474)	$	(9)	$	227

41

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

	Unaudited Condensed Consolidating Balance Sheet
	June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Assets
Current assets
Cash and cash equivalents	$	5	$	—	$	428	$	—	$	433
Receivables, net		67		402		1,168		—		1,637
Intercompany receivables		43		116		959		(1,118)		—
Inventories, net		—		550		974		—		1,524
Other current assets		31		34		106		—		171
Total current assets		146		1,102		3,635		(1,118)		3,765
Noncurrent assets
Property, plant and equipment, net		34		1,138		3,252		—		4,424
Investment in subsidiaries		8,079		2,276		79		(10,434)		—
Goodwill		3		981		3,874		—		4,858
Intangible assets, net		17		71		2,424		—		2,512
Other assets		80		19		1,063		—		1,162
Total assets	$	8,359	$	5,587	$	14,327	$	(11,552)	$	16,721
Liabilities and Shareholders' Equity
Current liabilities
Short-term debt and current portion of long-term debt	$	273	$	—	$	49	$	—	$	322
Accounts payable		11		787		1,348		—		2,146
Intercompany payables		1,014		79		59		(1,152)		—
Accrued employee costs		18		120		153		—		291
Other current liabilities		289		70		232		—		591
Total current liabilities		1,605		1,056		1,841		(1,152)		3,350
Noncurrent liabilities
Long-term debt		6,409		—		817		—		7,226
Employee benefit obligations		346		362		721		—		1,429
Intercompany long-term notes		(3,394)		115		3,245		34		—
Deferred taxes		(353)		207		779		—		633
Other liabilities		142		15		216		—		373
Total liabilities		4,755		1,755		7,619		(1,118)		13,011
Common stock		1,060		635		4,426		(5,061)		1,060
Preferred stock		—		—		5		(5)		—
Retained earnings		4,849		4,018		2,743		(6,761)		4,849
Accumulated other comprehensive earnings (loss)		(919)		(821)		(572)		1,393		(919)
Treasury stock, at cost		(1,386)		—		—		—		(1,386)
Total Ball Corporation shareholders' equity		3,604		3,832		6,602		(10,434)		3,604
Noncontrolling interests		—		—		106		—		106
Total shareholders' equity		3,604		3,832		6,708		(10,434)		3,710
Total liabilities and shareholders' equity	$	8,359	$	5,587	$	14,327	$	(11,552)	$	16,721

42

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

	Unaudited Condensed Consolidating Balance Sheet
	December 31, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Assets
Current assets
Cash and cash equivalents	$	2	$	(11)	$	606	$	—	$	597
Receivables, net		96		450		945		—		1,491
Intercompany receivables		39		125		963		(1,127)		—
Inventories, net		—		516		897		—		1,413
Other current assets		40		33		79		—		152
Total current assets		177		1,113		3,490		(1,127)		3,653
Noncurrent assets
Property, plant and equipment, net		23		1,087		3,277		—		4,387
Investment in subsidiaries		7,815		2,289		79		(10,183)		—
Goodwill		—		990		4,105		—		5,095
Intangible assets, net		18		76		1,840		—		1,934
Other assets		94		20		990		—		1,104
Total assets	$	8,127	$	5,575	$	13,781	$	(11,310)	$	16,173
Liabilities and Shareholders' Equity
Current liabilities
Short-term debt and current portion of long-term debt	$	141	$	—	$	81	$	—	$	222
Accounts payable		18		771		1,244		—		2,033
Intercompany payables		1,010		52		65		(1,127)		—
Accrued employee costs		25		135		155		—		315
Other current liabilities		138		65		196		—		399
Total current liabilities		1,332		1,023		1,741		(1,127)		2,969
Noncurrent liabilities
Long-term debt		6,337		—		973		—		7,310
Employee benefit obligations		347		440		710		—		1,497
Intercompany long-term notes		(3,142)		178		2,964		—		—
Deferred taxes		(308)		198		549		—		439
Other liabilities		127		20		270		—		417
Total liabilities		4,693		1,859		7,207		(1,127)		12,632
Common stock		1,038		635		4,426		(5,061)		1,038
Preferred stock		—		—		5		(5)		—
Retained earnings		4,739		3,893		2,589		(6,482)		4,739
Accumulated other comprehensive earnings (loss)		(942)		(812)		(552)		1,365		(941)
Treasury stock, at cost		(1,401)		—		—		—		(1,401)
Total Ball Corporation shareholders' equity		3,434		3,716		6,468		(10,183)		3,435
Noncontrolling interests		—		—		106		—		106
Total shareholders' equity		3,434		3,716		6,574		(10,183)		3,541
Total liabilities and shareholders' equity	$	8,127	$	5,575	$	13,781	$	(11,310)	$	16,173

43

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

	Unaudited Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Consolidated Total
Cash provided by (used in) operating activities	$	219	$	123	$	(79)	$	263
Cash flows from investing activities capital expenditures		(15)		(138)		(87)		(240)
Business dispositions, net of cash sold		—		31		—		31
Other, net		2		26		(26)		2
Cash provided by (used in) investing activities		(13)		(81)		(113)		(207)
Cash flows from financing activities
Long-term borrowings		290		—		—		290
Repayments of long-term borrowings		(325)		—		(236)		(561)
Net change in short-term borrowings		131		—		(40)		91
Proceeds from issuances of common stock, net of shares used for taxes		14		—		—		14
Acquisitions of treasury stock		(3)		—		—		(3)
Common stock dividends		(58)		—		—		(58)
Intercompany		(252)		(30)		282		—
Other, net		—		(1)		—		(1)
Cash provided by (used in) financing activities		(203)		(31)		6		(228)
Effect of exchange rate changes on cash		—		—		8		8
Change in cash and cash equivalents		3		11		(178)		(164)
Cash and cash equivalents – beginning of period		2		(11)		606		597
Cash and cash equivalents – end of period	$	5	$	—	$	428	$	433

44

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

	Unaudited Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Consolidated Total
Cash provided by (used in) operating activities	$	(23)	$	158	$	(99)	$	36
Cash flows from investing activities capital expenditures		(6)		(97)		(170)		(273)
Business acquisition, net of cash acquired		4,506		(36)		(4,057)		413
Proceeds from dispositions, net of cash sold		884		—		1,931		2,815
Other, net		(91)		6		(1)		(86)
Cash provided by (used in) investing activities		5,293		(127)		(2,297)		2,869
Cash flows from financing activities
Long-term borrowings		2,195		—		1,629		3,824
Repayments of long-term borrowings		(590)		—		(31)		(621)
Net change in short-term borrowings		200		—		50		250
Proceeds from issuances of common stock, net of shares used for taxes		23		—		—		23
Acquisitions of treasury stock		(98)		—		—		(98)
Common stock dividends		(37)		—		—		(37)
Intercompany		(4,827)		(29)		4,856		—
Other, net		(11)		(1)		(9)		(21)
Cash provided by (used in) financing activities		(3,145)		(30)		6,495		3,320
Effect of exchange rate changes on cash		5		—		(55)		(50)
Change in cash and cash equivalents		2,130		1		4,044		6,175
Cash and cash equivalents – beginning of period		5		—		219		224
Cash and cash equivalents – end of period	$	2,135	$	1	$	4,263	$	6,399

45

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

Guarantees Relating to Senior Notes 

The second presentation of condensed consolidating financial information relates to the existing senior notes issued by the company and the full and unconditional guarantee of such senior notes on a joint and several basis by certain domestic subsidiaries of the company. Each of the guarantor subsidiaries is 100 percent owned by the company. As described in the supplemental indentures governing the company’s existing senior notes, the senior notes are to be guaranteed by any of the company’s domestic subsidiaries that guarantee any other indebtedness of the company. The following is unaudited condensed consolidating financial information for the company, segregating the guarantor subsidiaries and non-guarantor subsidiaries, as of June 30, 2017, and December 31, 2016, and for the three and six months ended June 30, 2017 and 2016. The condensed consolidating financial information presented below is not necessarily indicative of the financial position, results of operations, earnings or cash flows of the company or any of the company’s subsidiaries on a stand-alone basis.

	Unaudited Condensed Consolidating Statement of Earnings
	Three Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	1,273	$	1,631	$	(49)	$	2,855
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,066)		(1,253)		49		(2,270)
Depreciation and amortization		(2)		(37)		(190)		—		(229)
Selling, general and administrative		(55)		(16)		(57)		—		(128)
Business consolidation and other activities		(14)		(9)		(18)		—		(41)
Equity in results of subsidiaries		148		13		6		(167)		—
Intercompany		81		(43)		(38)		—		—
		158		(1,158)		(1,550)		(118)		(2,668)
Earnings (loss) before interest and taxes		158		115		81		(167)		187
Interest expense		(68)		1		(7)		—		(74)
Debt refinancing and other costs		—		—		(1)		—		(1)
Total interest expense		(68)		1		(8)		—		(75)
Earnings (loss) before taxes		90		116		73		(167)		112
Tax (provision) benefit		9		(26)		(5)		—		(22)
Equity in results of affiliates, net of tax		—		1		9		—		10
Net earnings (loss)		99		91		77		(167)		100
Less net earnings attributable to
noncontrolling interests		—		—		(1)		—		(1)
Net earnings (loss) attributable to
Ball Corporation	$	99	$	91	$	76	$	(167)	$	99
Comprehensive earnings (loss) attributable to Ball Corporation	$	(7)	$	(15)	$	(30)	$	45	$	(7)

46

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

	Unaudited Condensed Consolidating Statement of Earnings
	Three Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	1,206	$	882	$	(58)	$	2,030
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(975)		(679)		58		(1,596)
Depreciation and amortization		(1)		(36)		(41)		—		(78)
Selling, general and administrative		(13)		(42)		(50)		—		(105)
Business consolidation and other activities		770		(19)		(723)		—		28
Equity in results of subsidiaries		(481)		(541)		(810)		1,832		—
Intercompany		60		(43)		(17)		—		—
		335		(1,656)		(2,320)		1,890		(1,751)
Earnings (loss) before interest and taxes		335		(450)		(1,438)		1,832		279
Interest expense		(38)		(1)		(2)		—		(41)
Debt refinancing and other costs		(36)		—		(10)		—		(46)
Total interest expense		(74)		(1)		(12)		—		(87)
Earnings (loss) before taxes		261		(451)		(1,450)		1,832		192
Tax (provision) benefit		46		(32)		100		—		114
Equity in results of affiliates, net of tax		—		1		—		—		1
Net earnings (loss)		307		(482)		(1,350)		1,832		307
Less net earnings attributable to
noncontrolling interests		—		—		—		—		—
Net earnings (loss) attributable to	$	307	$	(482)	$	(1,350)	$	1,832	$	307
Ball Corporation
Comprehensive earnings (loss) attributable  to Ball Corporation	$	323	$	(461)	$	(1,342)	$	1,803	$	323

47

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

	Unaudited Condensed Consolidating Statement of Earnings
	Six Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	2,388	$	3,004	$	(64)	$	5,328
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,969)		(2,340)		64		(4,245)
Depreciation and amortization		(3)		(73)		(301)		—		(377)
Selling, general and administrative		(100)		(58)		(113)		—		(271)
Business consolidation and other activities		(64)		(5)		(27)		—		(96)
Equity in results of subsidiaries		270		17		(1)		(286)		—
Intercompany		162		(83)		(79)		—		—
		265		(2,171)		(2,861)		(222)		(4,989)
Earnings (loss) before interest and taxes		265		217		143		(286)		339
Interest expense		(134)		3		(11)		—		(142)
Debt refinancing and other costs		—		—		(1)		—		(1)
Total interest expense		(134)		3		(12)		—		(143)
Earnings (loss) before taxes		131		220		131		(286)		196
Tax (provision) benefit		36		(64)		(16)		—		(44)
Equity in results of affiliates, net of tax		—		1		17		—		18
Net earnings		167		157		132		(286)		170
Less net earnings attributable to
noncontrolling interests		—		—		(3)		—		(3)
Net earnings attributable to
Ball Corporation	$	167	$	157	$	129	$	(286)	$	167
Comprehensive earnings (loss) attributable  to Ball Corporation	$	189	$	154	$	114	$	(268)	$	189

48

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

	Unaudited Condensed Consolidating Statement of Earnings
	Six Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	2,281	$	1,587	$	(83)	$	3,785
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,862)		(1,233)		83		(3,012)
Depreciation and amortization		(2)		(71)		(80)		—		(153)
Selling, general and administrative		(32)		(82)		(99)		—		(213)
Business consolidation and other activities		510		(23)		(726)		—		(239)
Equity in results of subsidiaries		(396)		(505)		(811)		1,712		—
Intercompany		110		(84)		(26)		—		—
		190		(2,627)		(2,975)		1,795		(3,617)
Earnings (loss) before interest and taxes		190		(346)		(1,388)		1,712		168
Interest expense		(75)		(1)		(3)		—		(79)
Debt refinancing and other costs		(96)		—		(10)		—		(106)
Total interest expense		(171)		(1)		(13)		—		(185)
Earnings (loss) before taxes		19		(347)		(1,401)		1,712		(17)
Tax (provision) benefit		161		(51)		87		—		197
Equity in results of affiliates, net of tax		—		—		—		—		—
Net earnings		180		(398)		(1,314)		1,712		180
Less net earnings attributable to
noncontrolling interests		—		—		—		—		—
Net earnings attributable to
Ball Corporation	$	180	$	(398)	$	(1,314)	$	1,712	$	180
Comprehensive earnings (loss) attributable  to Ball Corporation	$	227	$	(348)	$	(1,288)	$	1,636	$	227

49

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

	Unaudited Condensed Consolidating Balance Sheet
	June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Assets
Current assets
Cash and cash equivalents	$	5	$	—	$	428	$	—	$	433
Receivables, net		67		404		1,166		—		1,637
Intercompany receivables		43		491		959		(1,493)		—
Inventories, net		—		550		974		—		1,524
Other current assets		31		40		100		—		171
Total current assets		146		1,485		3,627		(1,493)		3,765
Noncurrent assets
Property, plant and equipment, net		34		1,139		3,251		—		4,424
Investment in subsidiaries		8,079		4,291		426		(12,796)		—
Goodwill		3		981		3,874		—		4,858
Intangible assets, net		17		71		2,424		—		2,512
Other assets		80		300		782		—		1,162
Total assets	$	8,359	$	8,267	$	14,384	$	(14,289)	$	16,721
Liabilities and Shareholders' Equity
Current liabilities
Short-term debt and current portion of long-term debt	$	273	$	—	$	49	$	—	$	322
Accounts payable		11		787		1,348		—		2,146
Intercompany payables		1,014		79		434		(1,527)		—
Accrued employee costs		18		133		140		—		291
Other current liabilities		289		75		227		—		591
Total current liabilities		1,605		1,074		2,198		(1,527)		3,350
Noncurrent liabilities
Long-term debt		6,409		—		817		—		7,226
Employee benefit obligations		346		669		414		—		1,429
Intercompany long-term notes		(3,394)		1,978		1,382		34		—
Deferred taxes		(353)		241		745		—		633
Other liabilities		142		31		200		—		373
Total liabilities		4,755		3,993		5,756		(1,493)		13,011
Common stock		1,060		1,127		6,294		(7,421)		1,060
Preferred stock		—		—		5		(5)		—
Retained earnings		4,849		3,988		2,790		(6,778)		4,849
Accumulated other comprehensive earnings (loss)		(919)		(841)		(567)		1,408		(919)
Treasury stock, at cost		(1,386)		—		—		—		(1,386)
Total Ball Corporation shareholders' equity		3,604		4,274		8,522		(12,796)		3,604
Noncontrolling interests		—		—		106		—		106
Total shareholders' equity		3,604		4,274		8,628		(12,796)		3,710
Total liabilities and shareholders' equity	$	8,359	$	8,267	$	14,384	$	(14,289)	$	16,721

50

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

	Unaudited Condensed Consolidating Balance Sheet
	December 31, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Assets
Current assets
Cash and cash equivalents	$	2	$	(11)	$	606	$	—	$	597
Receivables, net		96		450		945		—		1,491
Intercompany receivables		39		467		963		(1,469)		—
Inventories, net		—		516		897		—		1,413
Other current assets		40		39		73		—		152
Total current assets		177		1,461		3,484		(1,469)		3,653
Noncurrent assets
Property, plant and equipment, net		23		1,087		3,277		—		4,387
Investment in subsidiaries		7,815		4,291		423		(12,529)		—
Goodwill		—		985		4,110		—		5,095
Intangible assets, net		18		76		1,840		—		1,934
Other assets		94		306		704		—		1,104
Total assets	$	8,127	$	8,206	$	13,838	$	(13,998)	$	16,173
Liabilities and Shareholders' Equity
Current liabilities
Short-term debt and current portion of long-term debt	$	141	$	—	$	81	$	—	$	222
Accounts payable		18		772		1,243		—		2,033
Intercompany payables		1,010		53		408		(1,471)		—
Accrued employee costs		25		152		138		—		315
Other current liabilities		138		69		192		—		399
Total current liabilities		1,332		1,046		2,062		(1,471)		2,969
Noncurrent liabilities
Long-term debt		6,337		—		973		—		7,310
Employee benefit obligations		347		760		390		—		1,497
Intercompany long-term notes		(3,142)		2,018		1,122		2		—
Deferred taxes		(308)		232		515		—		439
Other liabilities		127		35		255		—		417
Total liabilities		4,693		4,091		5,317		(1,469)		12,632
Common stock		1,038		1,120		6,301		(7,421)		1,038
Preferred stock		—		—		5		(5)		—
Retained earnings		4,739		3,832		2,661		(6,493)		4,739
Accumulated other comprehensive earnings (loss)		(942)		(837)		(552)		1,390		(941)
Treasury stock, at cost		(1,401)		—		—		—		(1,401)
Total Ball Corporation shareholders' equity		3,434		4,115		8,415		(12,529)		3,435
Noncontrolling interests		—		—		106		—		106
Total shareholders' equity		3,434		4,115		8,521		(12,529)		3,541
Total liabilities and shareholders' equity	$	8,127	$	8,206	$	13,838	$	(13,998)	$	16,173

51

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

	Unaudited Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Consolidated Total
Cash provided by (used in) operating activities	$	219	$	127	$	(83)	$	263
Cash flows from investing activities capital expenditures		(15)		(138)		(87)		(240)
Proceeds from dispositions, net of cash sold		—		31		—		31
Other, net		2		31		(31)		2
Cash provided by (used in) investing activities		(13)		(76)		(118)		(207)
Cash flows from financing activities
Long-term borrowings		290		—		—		290
Repayments of long-term borrowings		(325)		—		(236)		(561)
Net change in short-term borrowings		131		—		(40)		91
Proceeds from issuances of common stock, net of shares used for taxes		14		—		—		14
Acquisitions of treasury stock		(3)		—		—		(3)
Common stock dividends		(58)		—		—		(58)
Intercompany		(252)		(39)		291		—
Other, net		—		(1)		—		(1)
Cash provided by (used in) financing activities		(203)		(40)		15		(228)
Effect of exchange rate changes on cash		—		—		8		8
Change in cash and cash equivalents		3		11		(178)		(164)
Cash and cash equivalents – beginning of period		2		(11)		606		597
Cash and cash equivalents – end of period	$	5	$	—	$	428	$	433

52

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

	Unaudited Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Consolidated Total
Cash provided by (used in) operating activities	$	(23)	$	162	$	(103)	$	36
Cash flows from investing activities capital expenditures		(6)		(97)		(170)		(273)
Business acquisition, net of cash acquired		4,506		(1,890)		(2,203)		413
Proceeds from dispositions, net of cash sold		884		—		1,931		2,815
Other, net		(91)		6		(1)		(86)
Cash provided by (used in) investing activities		5,293		(1,981)		(443)		2,869
Cash flows from financing activities
Long-term borrowings		2,195		—		1,629		3,824
Repayments of long-term borrowings		(590)		—		(31)		(621)
Net change in short-term borrowings		200		—		50		250
Proceeds from issuances of common stock, net of shares used for taxes		23		—		—		23
Acquisitions of treasury stock		(98)		—		—		(98)
Common stock dividends		(37)		—		—		(37)
Intercompany		(4,827)		1,820		3,007		—
Other, net		(11)		(1)		(9)		(21)
Cash provided by (used in) financing activities		(3,145)		1,819		4,646		3,320
Effect of exchange rate changes on cash		5		3		(58)		(50)
Change in cash and cash equivalents		2,130		3		4,042		6,175
Cash and cash equivalents – beginning of period		5		—		219		224
Cash and cash equivalents – end of period	$	2,135	$	3	$	4,261	$	6,399

21.     Subsequent Events

On July 31, 2017, the company ceased production at its Recklinghausen, Germany, facilities. Additionally, an agreement with the facilities' Works Council(s) was reached allowing for the permanent closures of the Recklinghausen beverage container and end production facilities, which employ approximately 360 individuals at the time of the closures.

As a result of the closures, an after-tax charge of approximately €62 million is expected to be recorded in the company's results. Approximately 80 percent of the charge will be for employee severance, placement, pension and other employee benefit costs, approximately 10 percent will be for equipment removal and cleanup costs and approximately 10 percent will be for accelerated depreciation and write-downs to net realizable value of certain fixed assets, related spare parts and inventory. All charges are expected to be incurred through the end of the second quarter of 2018.

On August 7, 2017, Ball entered into a privately negotiated accelerated share repurchase agreement to purchase approximately $100 million of its common shares using cash on hand and available borrowings.  The transaction is expected to reduce Ball's outstanding common shares by approximately 2.5 million shares, subject to certain conditions and a market price adjustment provision at the conclusion of the transaction.

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Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes included in Item 2 of this quarterly Report on Form 10-Q, which include additional information about our accounting policies, practices and the transactions underlying our financial results. The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires us to make estimates and assumptions that affect the reported amounts in our consolidated financial statements and the accompanying notes including various claims and contingencies related to lawsuits, taxes, environmental and other matters arising during the normal course of business. We apply our best judgment, our knowledge of existing facts and circumstances and actions that we may undertake in the future in determining the estimates that affect our consolidated financial statements. We evaluate our estimates on an ongoing basis using our historical experience, as well as other factors we believe appropriate under the circumstances, such as current economic conditions, and adjust or revise our estimates as circumstances change. As future events and their effects cannot be determined with precision, actual results may differ from these estimates. Ball Corporation and its subsidiaries are referred to collectively as “Ball Corporation,” “Ball,” “the company,” “we” or “our” in the following discussion and analysis.

OVERVIEW

Business Overview and Industry Trends

Ball Corporation is one of the world’s leading suppliers of metal packaging to the beverage, food, personal care and household products industries. Our packaging products are produced for a variety of end uses, are manufactured in facilities around the world and are competitive with other substrates, such as plastics and glass. In the rigid packaging industry, sales and earnings can be increased by reducing costs, increasing prices, developing new products, expanding volumes and making strategic acquisitions. We also provide aerospace and other technologies and services to governmental and commercial customers.

We sell our packaging products mainly to large, multinational beverage, food, personal care and household products companies with which we have developed long-term relationships. This is evidenced by our high customer retention and our large number of long-term supply contracts. While we have a diversified customer base, we sell a majority of our packaging products to relatively few major companies in North, Central and South America, Europe, Asia, the Middle East and Africa, as do our equity joint ventures in Guatemala, Panama, South Korea, the U.S. and Vietnam. The overall metal container industry is growing globally and is expected to continue to grow in the medium to long term despite the North American industry seeing a continued decline in standard-sized aluminum beverage packaging for the carbonated soft drink market. The primary customers for the products and services provided by our aerospace segment are U.S. government agencies or their prime contractors.

We purchase our raw materials from relatively few suppliers. We also have exposure to inflation, in particular the rising costs of raw materials, as well as other direct cost inputs. We mitigate our exposure to the changes in the costs of metal through the inclusion of provisions in contracts covering the majority of our volumes to pass through metal price changes, as well as through the use of derivative instruments. The pass-through provisions generally result in proportional increases or decreases in sales and costs with a greatly reduced impact, if any, on net earnings. Because of our customer and supplier concentration, our business, financial condition and results of operations could be adversely affected by the loss, insolvency or bankruptcy of a major customer or supplier or a change in a supply agreement with a major customer or supplier, although our contract provisions generally mitigate the risk of customer loss, and our long-term relationships represent a known, stable customer base.

We recognize sales under long-term contracts in the aerospace segment using percentage-of-completion under the cost-to-cost method of accounting. Throughout the period of contract performance, we regularly reevaluate and, if necessary, revise our estimates of aerospace total contract revenue, total contract cost and progress toward completion. Because of contract payment schedules, limitations on funding and other contract terms, our sales and accounts receivable for this segment include amounts that have been earned but not yet billed.

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Corporate Strategy

Our Drive for 10 vision encompasses five strategic levers that are key to growing our business and achieving long-term success. Since launching Drive for 10 in 2011, we have made progress on each of the levers as follows:

· Maximizing value in our existing businesses by rationalizing standard beverage container and end capacity in North America and expanding specialty container production to meet current demand; leveraging plant floor systems in our beverage facilities to improve efficiencies and reduce costs; consolidating and/or closing multiple beverage and food and aerosol packaging facilities to gain efficiencies; and in the aerosol business, installing new extruded aluminum aerosol lines in our existing Devizes, U.K., and Czech Republic facilities while also implementing cost-out and value-in initiatives across all of our businesses;

· Expanding further into new products and capabilities through our acquisition of Sonoco’s metal end and closure manufacturing facilities in Canton, Ohio, in February 2015, successfully commercializing extruded aluminum aerosol packaging that utilizes a significant amount of recycled material, and successfully commercializing the next generation aluminum bottle-shaping technology;

· Aligning ourselves with the right customers and markets by investing capital to meet continued growth for specialty beverage containers throughout our global network, which represent more than 30 percent of our global beverage packaging mix; aligning with craft brewers, sparkling water fillers and wine producers who continue to use beverage containers to grow their business;

· Broadening our geographic reach with our acquisition of Rexam and our new investments in a beverage manufacturing facility in Myanmar, as well as an extruded aluminum aerosol manufacturing facility in India and the construction of a beverage can and end facility in Monterrey, Mexico; and

· Leveraging our technological expertise in packaging innovation, including the introduction of next-generation aluminum bottle-shaping technologies, the introduction of a new two-piece, lightweight steel aerosol can, G3, technology in our Chestnut Hill, Tennessee, facility and the increased production of lightweight ReAl®  containers with 25 percent recycled aluminum content and investment in cyber and data analytics to further enhance our aerospace technical expertise across a broader customer portfolio.

These ongoing business developments and the successful acquisition of Rexam completed on June 30, 2016, help us stay close to our customers while expanding and/or sustaining our industry positions with major beverage, food, personal care, household products and aerospace customers.

RESULTS OF CONSOLIDATED OPERATIONS

Management’s discussion and analysis for the results of operations on a consolidated and segment basis include a quantification of factors that had a material impact. Other factors that did not have a material impact, but that are significant to understand the results, are qualitatively described.

Consolidated Sales and Earnings

	Three Months Ended June 30,						Six Months Ended June 30,
($ in millions)	2017			2016			2017			2016
Net sales	$	2,855		$	2,030		$	5,328		$	3,785
Net earnings attributable to Ball Corporation		99			307			167			180
Net earnings attributable to Ball Corporation as a % of consolidated net sales		3	%		15	%		3	%		5	%

Sales for the three months ended June 30, 2017, were higher compared to the same period in 2016 primarily as a result of increased sales of $752 million related to the acquired Rexam business, net of the legacy Ball sales disposed of with the Divestment Business and $64 million of increased sales in the aerospace segment. Net earnings for the three months ended June 30, 2017, were lower compared to the same period in 2016 primarily due to $69 million higher business consolidation and other activities in 2017, a $136 million higher tax provision in 2017, due to income tax benefits in

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2016, associated with the restructure of Brazil legal entities as a result of the sale of the Divestment Business, and the tax benefit on the transaction costs and derivative costs of the Rexam acquisition and sale of the Divestment Business in 2016, and $33 million higher interest expense associated with higher average debt levels for the acquisition of Rexam. These impacts on net earnings were partially offset by $45 million lower debt refinancing and other costs and earnings from the acquired Rexam business, net of lower earnings from the sale of the legacy Ball portion of the Divestment Business.

Sales for the six months ended June 30, 2017, were higher compared to the same period in 2016 primarily as a result of increased sales of $1,429 million related to the acquired Rexam business, net of the legacy Ball sales disposed of with the Divestment Business and $120 million of increased sales in the aerospace segment. Net earnings for the six months ended June 30, 2017, were lower compared to the same period in 2016 primarily due to a $241 million higher tax provision in 2017, due to income tax benefits in 2016 associated with the restructure of Brazil legal entities as a result of the sale of the Divestment Business, and the tax benefit on the transaction costs and derivative costs of the Rexam acquisition and sale of the Divestment Business in 2016 and $63 million higher interest expense in 2017 associated with higher average debt levels for the acquisition of Rexam. These impacts on net earnings were partially offset by $143 million lower business consolidation and other activities in 2017, $105 million lower debt refinancing and other costs in 2017 and earnings from the acquired Rexam business, net of lower earnings from the sale of the legacy Ball portion of the Divestment Business.

Cost of Sales (Excluding Depreciation and Amortization)

Cost of sales, excluding depreciation and amortization, was $2,270 million and $4,245 million for the three and six months ended June 30, 2017, respectively, compared to $1,596 million and $3,012 million for the same periods in 2016. These amounts represented 80 percent of consolidated net sales for both the three and six months ended June 30, 2017, and 79 percent and 80 percent for the same periods in 2016.

Depreciation and Amortization

Depreciation and amortization expense was $229 million and $377 million for the three and six months ended June 30, 2017, respectively, compared to $78 million and $153 million for the same periods in 2016. These amounts represented 8 percent and 7 percent of consolidated net sales for the three and six months ended June 30, 2017, respectively, and 4 percent for each of the same periods in 2016. The increase in depreciation and amortization for the three and six months ended June 30, 2017, was the result of increased depreciation of fixed assets and amortization of intangible assets following the Rexam acquisition. During the three months ended June 30, 2017, the company finalized the valuation of the assets acquired in the Rexam acquisition. As a result, depreciation and amortization for the three months ended June 30, 2017, included a cumulative catch-up of $58 million, of which $39 million was related to the six months ended December 31, 2016, and $19 million related to the three months ended March 31, 2017. Depreciation and amortization for the six months ended June 30, 2017, included a cumulative catch-up of $39 million related to the six months ended December 31, 2016.

Selling, General and Administrative

Selling, general and administrative (SG&A) expenses were $128 million and $271 million for the three and six months ended June 30, 2017, respectively, compared to $105 million and $213 million for the same periods in 2016. These amounts represented 4 percent and 5 percent of consolidated net sales for the three and six months ended June 30, 2017, respectively, and 5 percent and 6 percent for the same periods in 2016. The increase in SG&A costs for the three and six months ended June 30, 2017, was primarily due to additional SG&A from the acquired Rexam business which is expected to be reduced over time.

Business Consolidation Costs and Other Activities

Business consolidation and other activities were $41 million and $96 million for the three and six months ended June 30, 2017, respectively, compared to income of $28 million and expense of $239 million for the same periods in 2016. These amounts represented 1 percent and 2 percent of consolidated net sales for the three and six months ended June 30, 2017, respectively, and 1 percent and 6 percent for the same periods in 2016.

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The year-over-year increase in business consolidation and other activities for the three months ended June 30, 2017, compared to the same period in 2016, was primarily due to the inclusion in 2016 of a gain of $331 million recognized in connection with the sale of the Ball portion of the Divestment Business and an increase of $32 million for the fair value of cross-currency swaps, partially offset by expense of $99 million for currency exchange losses for restricted cash, intercompany loans and senior notes, expense of $91 million for the associated collar, swap and option contracts, expense of $71 million for compensation arrangements and expense of $65 million for Rexam transaction related costs, all associated with the Rexam acquisition and integration. Expense for the three months ended June 30, 2017, included $7 million for Rexam transaction related costs, $7 million for indemnification of certain tax matters provided to the buyer in the sale of the Divestment Business and $8 million for long-term incentive compensation arrangements associated with the Rexam acquisition and integration.

The year-over-year decrease in business consolidation and other activities for the six months ended June 30, 2017, compared to the same period in 2016, was primarily due to the inclusion in 2016 of a gain of $331 million recognized in connection with the sale of the Ball portion of the Divestment Business, partially offset by expense of $195 million for currency exchange losses for restricted cash, intercompany loans and senior notes, expense of $179 million for the associated collar, swap and option contracts, expense of $93 million for Rexam transaction related costs and expense of $71 million for compensation arrangements, all associated with the Rexam acquisition and integration. Expense for the six months ended June 30, 2017, included $34 million for indemnification of certain tax matters provided to the buyer in the sale of the Divestment Business, a reduction in the gain on sale for Ball’s portion of the Divestment business of $14 million, $14 million for Rexam transaction related costs and $17 million for long-term incentive compensation arrangements associated with the Rexam acquisition and integration.

Interest Expense

Total interest expense was $75 million and $143 million for the three and six months ended June 30, 2017, respectively, compared to $87 million and $185 million for the same periods in 2016. Interest expense, excluding debt refinancing and other costs, as a percentage of average monthly borrowings was 3.7 percent and 3.6 percent for the three and six months ended June 30, 2017, respectively, compared to 2.8 percent for the same periods in 2016.

Debt refinancing and other costs were $1 million for the three months ended June 30, 2017, compared to $46 million for the same period in 2016. The amount for the three months ended June 30, 2016, consisted mainly of charges to fund a portion of the cash component of the Rexam acquisition purchase price as follows: (1) interest expense of $25 million on the 3.5 percent and 4.375 percent senior notes, (2) fair value changes of $4 million on derivative instruments designed to mitigate risks of interest rate changes with debt issuances and (3) refinancing of the bridge and revolving credit facilities of $17 million.

Debt refinancing and other costs were $1 million for the six months ended June 30, 2017, compared to $106 million for the same period in 2016. The amount for the six months ended June 30, 2016, consisted mainly of charges to fund a portion of the cash component of the Rexam acquisition purchase price as follows: (1) interest expense of $49 million on the 3.5 percent and 4.375 percent senior notes, (2) fair value changes of $20 million on derivative instruments designed to mitigate risks of interest rate changes with debt issuances, (3) refinancing of the bridge and revolving credit facilities of $30 million and (4) the amortization of $7 million in deferred financing fees on the Bridge Facility.

Taxes

The effective tax rate is affected by recurring items such as income earned in foreign jurisdictions with tax rates that differ from the U.S. tax rate and by discrete items that may occur in any given year but are not consistent from year to year. The effective income tax rate for the three and six months ended June 30, 2017, was 19.6 percent and 22.4 percent, respectively, compared to -59.4 percent and 1,158.8 percent for the same periods in 2016.

For the three and six months ended June 30, 2017, the effective tax rate was reduced by 4.5 percent and 7.1 percent, respectively, for the discrete tax benefit associated with the adoption in the first quarter of 2017 of amendments to existing accounting guidance for stock-based compensation. This item will continue to create a discrete tax impact in future reporting periods based upon the amount of share-based payments made by the company. The effective tax rate was further reduced by 6.2 percent and 7.2 percent, respectively, for the impact of the foreign tax rate differential versus the U.S. tax rate. The effective tax rate was decreased by 6.4 percent and increased by 1.2 percent, respectively, for

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various other one-time items, primarily related to discrete transactions which are not expected to recur in future periods. The full-year 2017 effective income tax rate is expected to be approximately 26 percent.

During the three months ended June 30, 2016, a number of legal entities in Brazil were restructured resulting in a tax benefit from an increase in the local tax value of various assets. The impact on the effective tax rate was a reduction of 75 percent and an increase of 850 percent for the three and six months ended June 30, 2016, respectively.

The company completed the Rexam acquisition and the sale of the Divestment Business on June 30, 2016. Gains on the Ball portion of the non-U.S. divestitures were either exempt from tax or subject to tax at rates lower than the U.S. tax rates. The impact on the effective tax rate was a reduction of 117 percent and an increase of 1,112 percent for the three and six months ended June 30, 2016, respectively.

The items above were partially offset by a variety of factors with the most significant being non deductible transaction costs associated with the completion of the Rexam acquisition in the second quarter of 2016, which resulted in the recording of an estimate of the non-deductible portion of the transaction costs incurred. The impact on the effective tax rate was an increase of 30 percent and a reduction of 341 percent for the three and six months ended June 30, 2016, respectively.

RESULTS OF BUSINESS SEGMENTS

Segment Results

On June 30, 2016, Ball acquired 100 percent of the outstanding shares of Rexam, a U.K. based beverage container manufacturer and concurrently sold a portion of Ball’s existing beverage packaging businesses and select beverage can assets of Rexam (the Divestment Business). As a result of these transactions, there were significant changes in the results of operations when comparing the three and six months ended June 30, 2017, to the same periods in 2016.

During the third quarter of 2016, Ball made certain segment realignments as a result of the Rexam acquisition and sale of the Divestment Business to align with how Ball now manages its businesses. Ball has retrospectively adjusted prior period amounts to conform to the current segment presentation. Ball’s operations are organized and reviewed by management along its product lines and geographical areas and presented in the five reportable segments discussed below.

Beverage Packaging, North and Central America

	Three Months Ended June 30,						Six Months Ended June 30,
($ in millions)	2017			2016			2017			2016
Net sales	$	1,151		$	844		$	2,100		$	1,577
Comparable operating earnings	$	156		$	118		$	279		$	211
Business consolidation and other activities (a)		(7)			(3)			(11)			(6)
Amortization of acquired Rexam intangibles		(10)			—			(16)			—
Catch-up depreciation and amortization for 2016 from finalization of Rexam valuation (b)		(6)			—			(6)			—
Total segment earnings	$	133		$	115		$	246		$	205
Comparable operating earnings as a % of segment net sales		14	%		14	%		13	%		13	%

(a) Further details of these items are included in Note 5 to the unaudited condensed consolidated financial statements within Item 1 of this report.

(b) Catch-up depreciation and amortization of $6 million related to the six months ended December 31, 2016, was recorded during the three months ended June 30, 2017, as a result of the finalization of fixed asset and intangible asset valuations and useful lives for the Rexam acquisition.

The beverage packaging, North and Central America, segment consists of operations located in the U.S., Canada and Mexico that manufacture aluminum containers used in beverage packaging. During the three months ended March 31, 2016, our beverage manufacturing facility in Monterrey, Mexico, began production. During the three months ended June

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30, 2016, our beverage packaging end-making facility in Bristol, Virginia, ceased production. During the three months ended June 30, 2017, our beverage packaging facility in Reidsville, North Carolina, ceased production.

Segment sales for the three and six months ended June 30, 2017, were $307 million and $523 million higher compared to the same periods in 2016. The increase for the three and six months ended June 30, 2017, was primarily due to the increase in sales volumes from the acquired Rexam business.

Comparable operating earnings for the three and six months ended June 30, 2017, were $38 million and $68 million higher compared to the same period in 2017. The increase for the three and six months ended June 30, 2017, was primarily due to the earnings from the acquired Rexam business and improved manufacturing performance.

Beverage Packaging, South America

	Three Months Ended June 30,						Six Months Ended June 30,
($ in millions)	2017			2016			2017			2016
Net sales	$	349		$	133		$	720		$	258
Comparable operating earnings	$	69		$	22		$	127		$	39
Business consolidation and other activities (a)		(3)			(9)			—			(9)
Amortization of acquired Rexam intangibles		(21)			—			(29)			—
Catch-up depreciation and amortization for 2016 from finalization of Rexam valuation (b)		(14)			—			(14)			—
Total segment earnings	$	31		$	13		$	84		$	30
Comparable operating earnings as a % of segment net sales		20	%		17	%		18	%		15	%

(a) Further details of these items are included in Note 5 to the unaudited condensed consolidated financial statements within Item 1 of this report.

(b) Catch-up depreciation and amortization of $14 million related to the six months ended December 31, 2016, was recorded during the three months ended June 30, 2017, as a result of the finalization of fixed asset and intangible asset valuations and useful lives for the Rexam acquisition.

The beverage packaging, South America, segment consists of operations located in Brazil, Argentina and Chile that manufacture aluminum containers used in beverage packaging.

Segment sales for the three and six months ended June 30, 2017, were $216 million and $462 million higher compared to same periods in 2016. The three and six months ended June 30, 2017, included sales volumes from the Rexam business while the three and six months ended June 30, 2016, included the company’s legacy business in Brazil, the significant portion of which was sold with the Divestment Business.

Comparable operating earnings for the three and six months ended June 30, 2017, were $47 million and $88 million higher compared to the same periods in 2016. The three and six months ended June 30, 2017, included earnings from the Rexam business while the three and six months ended June 30, 2016, included the company’s legacy business in Brazil, the significant portion of which was sold with the Divestment Business.

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Beverage Packaging, Europe

	Three Months Ended June 30,						Six Months Ended June 30,
($ in millions)	2017			2016			2017			2016
Net sales	$	665		$	479		$	1,173		$	835
Comparable operating earnings (a)	$	63		$	74		$	110		$	113
Business consolidation and other activities (b)		(4)			(5)			(7)			(9)
Amortization of acquired Rexam intangibles		(19)			—			(34)			—
Catch-up depreciation and amortization for 2016 from finalization of Rexam valuation (c)		(18)			—			(18)			—
Total segment earnings	$	22		$	69		$	51		$	104
Comparable operating earnings as a % of segment net sales		9	%		15	%		9	%		14	%

(a) Includes catch-up depreciation of $8 million for the three months ended March 31, 2017, associated with the finalization of fair values and useful lives of fixed assets for the Rexam acquisition.

(b) Further details of these items are included in Note 5 to the unaudited condensed consolidated financial statements within Item 1 of this report.

(c) Catch-up depreciation and amortization of $18 million related to the six months ended December 31, 2016, was recorded during the three months ended June 30, 2017, as a result of the finalization of fixed asset and intangible asset valuations and useful lives for the Rexam acquisition.

The beverage packaging, Europe, segment includes the manufacture and sale of metal beverage containers in facilities located throughout Europe, including Russia. To support growth for beverage cans in the Iberian Peninsula, the company is constructing a two-line, aluminum beverage can manufacturing facility near Madrid, Spain, with a majority of the facility’s capacity secured under a long-term customer contract. The facility is expected to be fully operational in 2018 and will produce multiple can sizes. On July 31, 2017, our beverage packaging container and end production facilities in Recklinghausen, Germany, ceased production.

Segment sales for the three and six months ended June 30, 2017, were $186 million and $338 million higher compared to the same periods in 2016. The three and six months ended June 30, 2017, included sales volumes from the Rexam business while the three and six months ended June 30, 2016, included the company’s legacy European business, the significant portion of which was sold with the Divestment Business.

Comparable operating earnings for the three and six months ended June 30, 2017, were $11 million and $3 million lower compared to the same periods in 2016. The three and six months ended June 30, 2017, included earnings from the Rexam business while the three and six months ended June 30, 2016, included earnings from the company’s legacy European business, the significant portion of which was sold with the Divestment Business. Additionally, the three and six months ended June 30, 2017, included $16 million of increased depreciation related to the finalization of the fixed asset valuations and useful lives for the Rexam acquisition, including $8 million of catch-up depreciation related to the three months ended March 31, 2017.

Food and Aerosol Packaging

	Three Months Ended June 30,						Six Months Ended June 30,
($ in millions)	2017			2016			2017			2016
Net sales	$	274		$	298		$	546		$	583
Comparable operating earnings	$	25		$	33		$	46		$	53
Business consolidation and other activities (a)		(1)			(3)			9			(17)
Total segment earnings	$	24		$	30		$	55		$	36
Comparable operating earnings as a % of segment net sales		9	%		11	%		8	%		9	%

(a) Further details of these items are included in Note 5 to the unaudited condensed consolidated financial statements within Item 1 of this report.

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The food and aerosol packaging segment consists of operations located in the U.S., Europe, Canada, Mexico, Argentina and India that manufacture and sell steel food and aerosol containers, extruded aluminum aerosol containers and slugs.

Segment sales for the three and six months ended June 30, 2017, were $24 million and $37 million lower compared to the same periods in 2016, primarily as a result of lower food can sales volumes and the sale of the company’s Baltimore, Maryland, and Hubbard, Ohio, plants.

Comparable operating earnings for the three and six months ended June 30, 2017, were $8 million and $7 million lower compared to the same periods in 2016, primarily as a result of higher cost related to production inefficiencies and redundant costs associated with the closure of its Weirton, West Virginia, plant.

Aerospace

	Three Months Ended June 30,						Six Months Ended June 30,
($ in millions)	2017			2016			2017			2016
Net sales	$	257		$	193		$	493		$	373
Comparable operating earnings		26			19			47			37
Comparable operating earnings as a % of segment net sales		10	%		10	%		10	%		10	%

The aerospace segment consists of the manufacture and sale of aerospace and other related products and services provided for the defense, civil space and commercial space industries.

Segment sales for the three and six months ended June 30, 2017, were $64 million and $120 million higher compared to the same periods in 2016, and comparable operating earnings increased by $7 million and $10 million, respectively. The increase in sales and earnings was primarily the result of an increase in sales from significant U.S. national defense contracts.

The aerospace sales contract mix for the six months ended June 30, 2017, consisted of 62 percent cost-type contracts, which are billed at our costs plus an agreed upon and/or earned profit component and 34 percent fixed-price contracts. The remaining sales were for time and materials contracts. Contracted backlog was $1.25 billion at June 30, 2017, compared to $1.4 billion at December 31, 2016, and $1 billion at June 30, 2016. The backlog at June 30, 2017, consisted of 73 percent cost-type contracts. Comparisons of backlog are not necessarily indicative of the trend of future operations due to the nature of varying delivery and milestone schedules on contracts, funding of programs and the uncertainty of timing of future contract awards.

Additional Segment Information

For additional information regarding our segments, see the business segment information in Note 3 accompanying the unaudited condensed consolidated financial statements included within Item 1 of this report. The charges recorded for business consolidation and other activities were based on estimates by management and were developed from information available at the time the amounts were recognized. If actual outcomes vary from the estimates, the differences will be reflected in current period earnings in the statement of earnings and identified as business consolidation gains and losses. Additional details about our business consolidation and other activities, as well as the associated costs, are provided in Note 5 to the unaudited condensed consolidated financial statements included within Item 1 of this report on Form 10-Q.

NEW ACCOUNTING PRONOUNCEMENTS

For information regarding recent accounting pronouncements, see Note 2 to the unaudited condensed consolidated financial statements within Item 1 of this report on Form 10-Q.

Management Performance Measures

Management internally uses various measures to evaluate company performance such as comparable operating earnings (earnings before interest, taxes and business consolidation and other non-comparable costs); comparable net earnings (earnings before business consolidation costs and other non-comparable costs after-tax); return on average invested capital (net operating earnings after tax over the relevant performance period divided by average invested capital over the same period); economic value added (EVA®) dollars (net operating earnings after tax less a capital charge on

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average invested capital employed); earnings before interest and taxes (EBIT); earnings before interest, taxes, depreciation and amortization (EBITDA); and diluted earnings per share. Management also uses free cash flow (generally defined by the company as cash flow from operating activities less capital expenditures) as a measure to evaluate the company’s liquidity. We believe this information is also useful to investors as it provides insight into the earnings and cash flow criteria management uses to make strategic decisions. These financial measures may be adjusted at times for items that affect comparability between periods such as business consolidation costs and gains or losses on acquisitions and dispositions.

Nonfinancial measures in the packaging businesses include production efficiency and spoilage rates; quality control figures; environmental, health and safety statistics; production and sales volumes; asset utilization rates and measures of sustainability. Additional measures used to evaluate financial performance in the aerospace segment include contract revenue realization, award and incentive fees realized, proposal win rates and backlog (including awarded, contracted and funded backlog).

The following financial measurements are on a non-U.S. GAAP basis and should be considered in connection with the unaudited condensed consolidated financial statements within Item 1 of this report. Non-U.S. GAAP measures should not be considered in isolation and should not be considered superior to, or a substitute for, financial measures calculated in accordance with U.S. GAAP. A presentation of earnings in accordance with U.S. GAAP is available in Item 1 of this report.

Based on the above definitions, our calculation of comparable operating earnings is summarized below:

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2017		2016		2017		2016
Net earnings attributable to Ball Corporation	$	99	$	307	$	167	$	180
Add: Net earnings attributable to noncontrolling interests		1		—		3		—
Net earnings		100		307		170		180
Less: Equity in results of affiliates, net of tax		(10)		(1)		(18)		—
Add: Tax provision (benefit)		22		(114)		44		(197)
Earnings (loss) before taxes, as reported		112		192		196		(17)
Add: Total interest expense		75		87		143		185
Earnings before interest and taxes		187		279		339		168
Add: Business consolidation and other activities		41		(28)		96		239
Add: Amortization of acquired Rexam intangibles (a)		51		—		83		—
Add: Catch-up depreciation and amortization for 2016 from finalization of Rexam valuation (b)		39		—		39		—
Comparable operating earnings	$	318	$	251	$	557	$	407

(a) Catch-up amortization of $8 million related to the three months ended March 31, 2017, was recorded during the three months ended June 30, 2017, as a result of the finalization of intangible asset valuations and useful lives for the Rexam acquisition.

(b) Catch-up depreciation and amortization of $39 million related to the six months ended December 31, 2016, was recorded during the three months ended June 30, 2017, as a result of the finalization of fixed asset and intangible asset valuations and useful lives for the Rexam acquisition.

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Our calculation of comparable net earnings is summarized below:

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions, except per share amounts)	2017		2016		2017		2016
Net earnings attributable to Ball Corporation	$	99	$	307	$	167	$	180
Add: Business consolidation and other activities		41		(28)		96		239
Add: Amortization of acquired Rexam intangibles (a)		51		—		83		—
Add: Catch-up depreciation and amortization for 2016 from finalization of Rexam valuation (b)		39		—		39		—
Add: Debt refinancing and other costs		1		46		1		106
Less: Tax effect on above items		(41)		(173)		(59)		(288)
Comparable net earnings	$	190	$	152	$	327	$	237
Per diluted share, as reported (c)	$	0.28	$	1.06	$	0.47	$	0.62
Per diluted share, comparable basis (c)	$	0.53	$	0.52	$	0.91	$	0.82

(a) Catch-up amortization of $8 million related to the three months ended March 31, 2017, was recorded during the three months ended June 30, 2017, as a result of the finalization of intangible asset valuations and useful lives for the Rexam acquisition.

(b) Catch-up depreciation and amortization of $39 million related to the six months ended December 31, 2016, was recorded during the three months ended June 30, 2017, as a result of the finalization of fixed asset and intangible asset valuations and useful lives for the Rexam acquisition.

(c) Amounts in 2016 have been retrospectively adjusted for the two-for-one stock split that was effective on May 16, 2017.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Cash Flows and Capital Expenditures

Our primary sources of liquidity are cash provided by operating activities and external committed borrowings. We believe that cash flows from operations and cash provided by short-term, long-term and committed revolver borrowings, when necessary, will be sufficient to meet our ongoing operating requirements, scheduled principal and interest payments on debt, dividend payments and anticipated capital expenditures. The following summarizes our cash flows:

	Six Months Ended June 30,
($ in millions)	2017		2016
Cash flows provided by (used in) operating activities	$	263	$	36
Cash flows provided by (used in) investing activities		(207)		2,869
Cash flows provided by (used in) financing activities		(228)		3,320

Cash flows provided by operating activities in the first six months of 2017 were higher compared to the same period in 2016 due primarily to earnings from the Rexam acquisition, after consideration of depreciation and amortization, and payments of costs for the acquisition of Rexam and sale of the Divestment Business in 2016 totaling approximately $140 million, which were partially offset by increased funding of pensions during 2017. Other working capital changes in 2017 were primarily related to lower annualized receivables days sales outstanding in 2017 of 42 days compared to 51 days in 2016, which were partially offset by higher annualized inventory days on hand of 57 days in 2017 compared to 51 days in 2016 and lower annualized days payable outstanding of 81 days in 2017 compared to 86 days in 2016.

We have entered into several regional committed and uncommitted accounts receivable factoring programs with various financial institutions for certain receivables of the company. The programs are accounted for as true sales of the receivables, without recourse to Ball, and had combined limits of approximately $1 billion at June 30, 2017. A total of $658 million and $596 million were sold under such programs as of June 30, 2017, and December 31, 2016, respectively.

Contributions to the company’s defined benefit pension plans, not including unfunded German, Swedish and certain U.S. plans, were $110 million in the first six months of 2017 compared to $28 million in the first six months of 2016, and are

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expected to be in the range of $190 million for the full year of 2017. This estimate may change based on any changes to the U.S. Pension Protection Act and actual plan asset performance, among other factors. Included in the 2017 contributions were contributions to acquired Rexam defined benefit pension plans. Payments to participants in the unfunded German, Swedish and certain U.S. plans were $12 million in the first six months of 2017 compared to $9 million in the first six months of 2016 and are expected to be approximately $20 million to $24 million for the full year of 2017.

We expect 2017 capital expenditures for property, plant and equipment to be at least $500 million, and approximately $410 million was contractually committed as of June 30, 2017. Capital expenditures are expected to be funded by cash flows from operations.

As of June 30, 2017, approximately $427 million of our cash was held outside of the U.S. In the event that we would need to utilize any of the cash held outside of the U.S. for purposes within the U.S., there are no material legal or other economic restrictions regarding the repatriation of cash from any of the countries outside the U.S. where we have cash, other than market liquidity constraints that limit the ability to convert the U.S. dollar equivalent of $47 million Egyptian pounds held by the company in Egypt into other currencies. The company believes its U.S. operating cash flows; the $1.3 billion available under the company’s long-term, revolving credit facilities; the $410 million available under other U.S.-based uncommitted short-term credit facilities; and availability under U.S.-based committed and uncommitted accounts receivable factoring programs will be sufficient to meet the cash requirements of the U.S. portion of the company’s ongoing operations, scheduled principal and interest payments on U.S. debt, dividend payments, capital expenditures and other U.S. cash requirements. If foreign funds would be needed for our U.S. cash requirements and we are unable to provide the funds through intercompany financing arrangements, we will be required to accrue and pay U.S. taxes, net of applicable foreign tax credits, to repatriate funds from foreign locations where the company has previously asserted indefinite reinvestment of funds outside the U.S. However, it continues to be the company’s intent to permanently reinvest these foreign amounts outside the U.S., and our current plans do not demonstrate a need to repatriate the foreign amounts to fund our U.S. cash requirements.

Share Repurchases

The company’s share issuances, net of repurchases, totaled $11 million in the first six months of 2017. The company’s share repurchases, net of issuances, totaled $75 million in the same period of 2016. Share repurchases are completed using cash on hand and available borrowings.

Debt Facilities and Refinancing

Given our cash flow projections and unused credit facilities that are available until March 2021, our liquidity is strong and is expected to meet our ongoing cash and debt service requirements. Interest-bearing debt of $7.5 billion was outstanding at both June 30, 2017, and December 31, 2016. 

At June 30, 2017, taking into account outstanding letters of credit, approximately $1.3 billion was available under existing long-term, revolving credit facilities. In addition to these facilities, the company had approximately $968 million of short-term uncommitted credit facilities available at June 30, 2017, of which $244 million was outstanding and due on demand. At December 31, 2016, the company had $143 million outstanding under short-term uncommitted credit facilities.

While ongoing financial and economic conditions in certain areas may raise concerns about credit risk with counterparties to derivative transactions, the company mitigates its exposure by allocating the risk among various counterparties and limiting exposure to any one party. We also monitor the credit ratings of our suppliers, customers, lenders and counterparties on a regular basis.

We were in compliance with all loan agreements at June 30, 2017, and for all prior years presented, and have met all debt payment obligations. The U.S. note agreements and bank credit agreement contain certain restrictions relating to dividends, investments, financial ratios, guarantees and the incurrence of additional indebtedness. The most restrictive covenant is in the company’s bank credit agreement and requires the company to maintain a net debt to EBITDA ratio (as defined) of no greater than 5 times at June 30, 2017, which changes to 4 times at December 31, 2017. As of June 30, 2017, the amounts disclosed as available under the company’s long-term multi-currency committed revolving facilities, the short-term uncommitted credit facilities and the unsecured, committed bridge loan agreement, are available without

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violating our existing debt covenants. Additional details about our debt are available in Note 12 accompanying the unaudited condensed consolidated financial statements within Item 1 of this report.

CONTINGENCIES, INDEMNIFICATIONS AND GUARANTEES

Details about the company’s contingencies, indemnifications and guarantees are available in Notes 18 and 19 accompanying the unaudited condensed consolidated financial statements included within Item 1 of this report. The company is routinely subject to litigation incident to operating its businesses, and has been designated by various federal and state environmental agencies as a potentially responsible party, along with numerous other companies, for the cleanup of several hazardous waste sites, including in respect of sites related to alleged activities of certain Rexam subsidiaries. The company believes the matters identified will not have a material adverse effect upon the liquidity, results of operations or financial condition of the company. Details of the company’s legal proceedings are included in Note 18 to the consolidated financial statements within Item 8 of the company’s Annual Report on Form 10-K.

Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the ordinary course of business, the company employs established risk management policies and procedures, which seek to reduce our exposure to fluctuations in commodity prices, interest rates, exchange currencies and prices of the company’s common stock in regard to common share repurchases and the company’s deferred compensation stock plan, although there can be no assurance that these policies and procedures will be successful. The company mitigates its exposure by spreading the risk among various counterparties, thus limiting exposure with any one party. The company also monitors the credit ratings of its suppliers, customers, lenders and counterparties on a regular basis. Further details are available in Item 7A within Ball’s 2016 annual report filed on March 2, 2017, and in Note 17 accompanying the unaudited condensed consolidated financial statements included within Item 1 of this report.

In November 2016, Egypt’s central bank elected to allow their currency, the Egyptian pound, to float more freely in the market resulting in a devaluation of the Egyptian pound from 8.9 to approximately 17 per U.S. dollar, an approximate 90 percent devaluation. The currency market for the Egyptian pound continues to be volatile and the actual impact that will be recorded in the company’s results will change based on the movement in the exchange rate and changes in the ongoing business activities.

Item 4.   CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Ball Corporation has established disclosure controls and procedures to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to management of the company, including its Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate to allow timely decisions regarding required disclosure.

Ball Corporation, under the supervision of the CEO and CFO of the company, has conducted an evaluation of the effectiveness of the design and operation of the company’s disclosure controls and procedures as of the end of the period covered by this Form 10-Q. Based on this evaluation, the CEO and the CFO have concluded that our disclosure controls and procedures were not effective because of the material weakness described in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2016, which continued to exist as of June 30, 2017.

Management has concluded that, notwithstanding the material weakness described above, the company’s unaudited condensed consolidated financial statements in this Form 10-Q fairly stated, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with U.S. GAAP.

Inherent Limitations of Internal Controls

Our management, including the CEO and CFO, believes that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of internal control are met. Further, the design of internal controls must consider the benefits of controls

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relative to their costs. Inherent limitations within internal controls include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by unauthorized override of controls. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. While the objective of the design of any system of controls is to provide reasonable assurance of the effectiveness of controls, such design is also based in part upon certain assumptions about the likelihood of future events and such assumptions, while reasonable, may not take into account all potential future conditions. Thus, even effective internal control over financial reporting can only provide reasonable assurance of achieving their objectives. Therefore, because of the inherent limitations in cost effective internal controls, misstatements due to error or fraud may occur and may not be prevented or detected.

Remediation Plan for Material Weakness

During 2017, our management, with the oversight of the Audit Committee of our Board of Directors, has been engaged in efforts to remediate the material weakness identified. While certain remedial actions are in process, further control design changes are necessary. Management continues to actively plan for and implement additional control procedures to address any future transactions that meet these criteria. The remediation efforts taken in 2017, outlined below, are intended to both address the identified material weaknesses and enhance our overall financial control environment.

 Enhance our income tax controls to include specific activities to assess basis differences in reporting units where the currency utilized for local tax purposes differs from the reporting unit’s functional currency.

Remediation Activity

Management will continue to conduct a review of all locations where the currency utilized for local tax purposes differs from the reporting unit’s functional currency under U.S. GAAP and will prepare an inventory of all significant basis differences resulting from currency fluctuations that could be realizable through significant and unusual/infrequent transactions. Further, management will continue to monitor the list for completeness.

 Ensure that statutory tax provisions are completed and reviewed timely.

Remediation Activity

Management has designed and implemented a new control to ensure that statutory tax provisions are completed and reviewed timely following significant, unusual and/or infrequent transactions.

 Additional reviews and approvals of the quarterly effective tax rate calculations have been added with regard to significant, unusual or significant, infrequently occurring transactions to ensure such discrete tax items are appropriately identified and accounted for accurately. 

Remediation Activity

Beginning in the quarter ended March 31, 2017, we implemented enhanced control procedures, including additional reviews and approvals, over our quarterly effective tax rate calculation.  This includes additional scrutiny over significant and unusual/infrequently occurring transactions that may cause discrete tax matters.

 Enhance the company’s tax accounting resources.

Remediation Activity

Management is continuing to assess its needs and is evaluating the appropriate combination of personnel and technology required to address the remediation activities outlined above.

The material weakness will not be considered fully remediated until the applicable remedial controls have been designed and implemented and operate, where applicable, for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

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We are designing and implementing the measures described above with the goal of remediation of the control deficiencies we have identified and strengthening our internal control over financial reporting.Management is committed to continuous improvement of the company’s internal control over financial reporting and will continue to diligently review the company’s internal control over financial reporting. As management continues to evaluate and work to improve internal control over financial reporting, the company may determine to take additional measures to address control deficiencies or determine to modify certain of the remediation measures described above.

Changes in Internal Control Over Financial Reporting

As described above under Remediation Plan for Material Weakness, we are in the process of implementing changes to our internal control over financial reporting that occurred during the quarter ended June 30, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Additionally, beginning June 30, 2017, we have incorporated and aligned the internal control over financial reporting of the former Rexam PLC locations into Ball Corporation's system of internal control over financial reporting under the COSO 2013 framework.

FORWARD-LOOKING STATEMENTS

This report contains “forward-looking” statements concerning future events and financial performance. Words such as “expects,” “anticipates,” “estimates,” “believes,” “targets,” “likely” and similar expressions typically identify forward-looking statements, which are generally any statements other than statements of historical fact. Such statements are based on current expectations or views of the future and are subject to risks and uncertainties, which could cause actual results or events to differ materially from those expressed or implied. Readers of this report should therefore not place undue reliance upon any forward-looking statements and any of such statements should be read in conjunction with, and, qualified in their entirety by, the cautionary statements referenced below. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Key factors, risks and uncertainties that could cause actual outcomes and results to be different are summarized in filings with the Securities and Exchange Commission, including Exhibit 99 in our Form 10-K, which are available on our website and at www.sec.gov. Some factors that could cause the company’s actual results or outcomes to differ materially from those discussed include, but are not limited to the following: a) in our packaging segments: product demand fluctuations; availability/cost of raw materials; competitive packaging, pricing and substitution; changes in climate and weather; competitive activity; failure to achieve synergies, productivity improvements or cost reductions; mandatory deposit or other restrictive packaging laws; customer and supplier consolidation, power and supply chain influence; changes in major customer or supplier contracts or a loss of a major customer or supplier; political instability and sanctions; currency controls; and changes in foreign exchange or tax rates; b) in our aerospace segment: funding, authorization, availability and returns of government and commercial contracts; and delays, extensions and technical uncertainties affecting segment contracts; c) in the company as a whole, those listed plus: changes in senior management; regulatory action or issues including tax, environmental, health and workplace safety, including U.S. FDA and other actions or public concerns affecting products filled in our containers, or chemicals or substances used in raw materials or in the manufacturing process; technological developments and innovations; litigation; strikes; labor cost changes; rates of return on assets of the company's defined benefit retirement plans; pension changes; uncertainties surrounding geopolitical events and governmental policies both in the U.S. and in other countries, including the U.S. government elections, budget, sequestration and debt limit; reduced cash flow; ability to achieve cost-out initiatives and synergies; interest rates affecting our debt; and successful or unsuccessful acquisitions and divestitures, including with respect to the Rexam PLC acquisition and its integration, or the associated divestiture; the effect of the acquisition or the divestiture on our business relationships, operating results and business generally.

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PART II. OTHER INFORMATION

Item 1.     Legal Proceedings

There were no events required to be reported under Item 1 for the three months ended June 30, 2017, except as discussed in Note 18 to the unaudited condensed consolidated financial statements within Part I, Item 1 within this report.

Item 1A.  Risk Factors

Risk factors affecting the company can be found within Item 1A of the company’s Annual Report on Form 10-K (annual report) for the year ended December 31, 2016.

Item 2.     Changes in Securities

The following table summarizes the company’s repurchases of its common stock during the six months ended June 30, 2017.

Purchases of Securities
($ in millions)	Total Numberof Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (b)
April 1 to April 30, 2017	—	$	—	—	20,649,074
May 1 to May 31, 2017	—		—	—	20,649,074
June 1 to June 30, 2017	—		—	—	20,649,074
Total	—		—	—

(a) Includes open market purchases (on a trade-date basis), share repurchase agreements and/or shares retained by the company to settle employee withholding tax liabilities. These amounts include the company’s approved two-for-one stock split which was effective May 16, 2017.

(b) The company has an ongoing repurchase program for which shares are authorized from time to time by Ball’s board of directors. These amounts include the company’s approved two-for-one stock split which was effective May 16, 2017.

Item 3.     Defaults Upon Senior Securities

There were no events required to be reported under Item 3 for the three months ended June 30, 2017.

Item 4.     Mine Safety Disclosures

Not applicable.

Item 5.     Other Information

There were no events required to be reported under Item 5 for the three months ended June 30, 2017.

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Item 6.     Exhibits

10.1	Ball Corporation Deposit Share Program for United States Participants, amended and restated as of July 27, 2016 (filed herewith).
31.1	Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) by John A. Hayes, Chairman, President and Chief Executive Officer of Ball Corporation.
31.2	Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) by Scott C. Morrison, Senior Vice President and Chief Financial Officer of Ball Corporation.
32.1	Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code by John A. Hayes, Chairman, President and Chief Executive Officer of Ball Corporation.
32.2	Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code by Scott C. Morrison, Senior Vice President and Chief Financial Officer of Ball Corporation.
99	Cautionary statement for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended.
101	The following materials from the company’s quarterly report on Form 10-Q for the quarter ended June 30, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Statement of Earnings, (ii) the Unaudited Statement of Comprehensive Earnings, (iii) the Unaudited Condensed Consolidated Balance Sheet, (iv) the Unaudited Condensed Consolidated Statement of Cash Flows and (v) Notes to the Unaudited Condensed Consolidated Financial Statements.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Ball Corporation
(Registrant)
By:	/s/ Scott C. Morrison
	Scott C. Morrison
	Senior Vice President and Chief Financial Officer
Date:	August 9, 2017

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Ball Corporation and Subsidiaries

QUARTERLY REPORT ON FORM 10-Q

June 30, 2017

EXHIBIT INDEX

Description	Exhibit
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) by John A. Hayes, Chairman, President and Chief Executive Officer of Ball Corporation (Filed herewith.)	EX-31.1
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) by Scott C. Morrison, Senior Vice President and Chief Financial Officer of Ball Corporation (Filed herewith.)	EX-31.2
Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code by John A. Hayes, Chairman, President and Chief Executive Officer of Ball Corporation (Furnished herewith.)	EX-32.1
Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code by Scott C. Morrison, Senior Vice President and Chief Financial Officer of Ball Corporation (Furnished herewith.)	EX-32.2
Cautionary statement for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. (Filed herewith.)	EX-99
The following materials from the company’s quarterly report on Form 10-Q for the quarter ended June 30, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Statement of Earnings, (ii) the Unaudited Statement of Comprehensive Earnings, (iii) the Unaudited Condensed Consolidated Balance Sheet, (iv) the Unaudited Condensed Consolidated Statement of Cash Flows and (v) Notes to the Unaudited Condensed Consolidated Financial Statements (Filed herewith.)	EX-101

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EX-31.1

Exhibit 31.1

Certification

I, John A. Hayes, certify that:

1.           I have reviewed this Quarterly Report on Form 10-Q of Ball Corporation;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2017
	/s/ John A. Hayes
	John A. Hayes
	Chairman, President and Chief Executive Officer

1

EX-31.2

Exhibit 31.2

Certification

I, Scott C. Morrison, certify that:

1.           I have reviewed this Quarterly Report on Form 10-Q of Ball Corporation;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 9, 2017
	/s/ Scott C. Morrison
	Scott C. Morrison
	Senior Vice President and Chief Financial Officer

1

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350

and Rule 13a-14(b) or Rule 15d-14(b)

My name is John A. Hayes and I am the Chairman, President and Chief Executive Officer of Ball Corporation (the “Company”).

I hereby certify pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes—Oxley Act of 2002 that to the best of my knowledge and belief:

(1)          the Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the U.S. Securities and Exchange Commission on August 9, 2017 (“Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and

(2)          the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of Ball Corporation as of, and for, the periods presented in the Report.

/s/ John A. Hayes

John A. Hayes

Chairman, President and Chief Executive Officer

Ball Corporation

Date: August 9, 2017

This certification, which accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

1

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350

and Rule 13a-14(b) or Rule 15d-14(b)

My name is Scott C. Morrison and I am the Senior Vice President and Chief Financial Officer of Ball Corporation (the “Company”).

I hereby certify pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes—Oxley Act of 2002 that to the best of my knowledge and belief:

(1)          the Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the U.S. Securities and Exchange Commission on August 9, 2017 (“Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and

(2)          the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of Ball Corporation as of, and for, the periods presented in the Report.

/s/ Scott C. Morrison

Scott C. Morrison

Senior Vice President and Chief Financial Officer

Ball Corporation

Date: August 9, 2017

This certification, which accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

1

EX-99

Exhibit 99

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES

LITIGATION REFORM ACT OF 1995

In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the Reform Act), Ball is hereby filing cautionary statements identifying important factors that could cause Ball’s actual results to differ materially from those described in forward-looking statements made by or on behalf of Ball. Forward-looking statements may be made in several different contexts; for example, in the company’s Form 10-K, 10-Q, 8-K and other filings with the Securities and Exchange Commission (“SEC”), quarterly and annual earnings news releases, quarterly earnings conference calls hosted by the company, public presentations at investor and credit conferences, the company’s Annual Report and in other periodic communications with investors. As time passes, the relevance and accuracy of forward-looking statements may change; however, except as required by law, the company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to consult any further disclosures and cautionary statements Ball makes on related subjects in our Form10-K, 10‑Q and 8‑K reports and other filings with the SEC. The Reform Act defines forward-looking statements as statements that express or imply an expectation or belief and contain a projection, plan or assumption with regard to, among other things, future revenues, income, earnings per share, cash flow or capital structure. Words such as “expects,” “anticipates,” “estimates,” “believes,” “targets,” “likely,” “foresees” and similar expressions typically identify forward-looking statements, which are generally any statements other than statements of historical facts.  These forward-looking statements are not guarantees of future performance, and you should therefore not place undue reliance upon such statements.  Rather, these statements  involve estimates, assumptions uncertainties and known and unknown risks, many of which are outside our control, and such statements are therefore qualified in their entirety by reference to the following important factors, among others (including those described in any “Risk Factors” section of our most current Form 10-K, 10-Q or other filings with the SEC),  that could cause Ball’s actual results or performance to differ materially from those expressed or implied in forward-looking statements made by or on behalf of Ball:

● Fluctuation in customer and consumer growth, spending, demand or preferences, both on a seasonal basis and those that may be longer-term or structural in nature, including any effect on demand for our products as a result of the enactment of laws and programs aimed at discouraging the consumption or altering the package or portion size of certain of our customers’ products.

● Customer, competitor or supplier consolidation and potential correspondent supply chain influence. 

● Loss of one or more major customers or suppliers or changes to contracts with one or more customers or suppliers.

● Failure to achieve anticipated productivity improvements or cost reductions including those associated with capital expenditures; failure to achieve an appropriate or optimal  level of maintenance and capital expenditures; and failure to achieve expectations with respect to expansion plans, accretion to reported earnings, working capital improvements and investment income or cash flow projections.

● Changes in climate and weather; acts of war, terrorism or other significant or catastrophic geopolitical events or natural disasters, or the catastrophic loss of one of our key manufacturing or operating facilities.

● Financial risks, including changes in interest rates affecting our debt or our ability to comply with the terms of our debt instruments; changes in the hedging markets or our inability or failure to economically hedge or insure against certain risks or potential exposures; changes in foreign exchange rates of the currencies in the countries in which the company and its joint ventures carry on business; counterparty risk; liquidity risk; inflation or deflation; and changes in capital availability and our access to financing, including the risk of constraints on financing in the event of a credit rating downgrade.

Page 1 of 3

	Exhibit 99 (continued)
●	Competition in each line of business, including with respect to pricing and the possible decrease in, or loss of, sales or margins resulting therefrom; product development and introductions by our competitors; and technology changes, including the effect on us of technological or product advances made by our competitors.
●	The ability or inability to achieve and protect technological and product extensions or new technological and product advances in the company’s businesses, including our ability to maintain develop and capitalize on competitive technologies for the design and manufacture of products and to withstand competitive and legal challenges to the proprietary nature of such technology (or protect any unpatented proprietary know-how and trade secrets).
●	Ball’s ability or inability to have available sufficient production capacity, or have such capacity available in the right locations, in a timely manner.
●	Overcapacity of Ball or in the metal container industry generally, and its potential impact on costs, pricing and financial results.
●	Regulatory action or issues, or changes in federal, state, local or foreign laws, including those related to tax, environmental, health and workplace safety, including in respect of climate change, or chemicals or substances used in raw materials or in the manufacturing process, particularly concerning Bisphenol-A, or BPA, a chemical used in the manufacture of epoxy coatings applied to many types of containers (including certain of those products produced by the company), as well as laws relating to recycling, mandatory deposit or restrictive packaging legislation, or to the effects on health of ingredients or substances in, or attributes of, certain  of our customers’ products
●	The effect of any antitrust, intellectual property, consumer, employee or other litigation, investigations or governmental proceedings.
●	The availability and cost of raw materials, commodities, supplies, energy and natural resources needed for the production of metal containers as well as aerospace products, and our ability or inability to pass on to customers changes in raw material costs, particularly steel and aluminum.
●	Changes in senior management; strikes and other labor issues; increases and trends in various employee benefits and labor costs, including pension, medical and health care costs incurred in the countries in which Ball has operations; rates of return projected and earned on assets and discount rates used to measure future obligations and expenses of the company’s defined benefit retirement plans; and changes in the company’s pension plans.
●	International business and market risks and economic conditions; political and economic instability in various markets, including periodic sell-offs on global or regional debt or equity markets; restrictive trade practices of national governments; the imposition of duties, taxes or other government charges by national governments; exchange controls; trade sanctions; and ongoing uncertainties and other effects surrounding geopolitical events and governmental policies and actions, both in the U.S. and in other countries, including with respect to the U.S. government budget and debt limit, the potential exit of the United Kingdom from the E.U., and other matters.

Page 2 of 3

	Exhibit 99 (continued)
●	Undertaking successful or unsuccessful acquisitions, divestitures, joint ventures or strategic realignments (including the recently completed acquisition of Rexam PLC and disposition transaction with Ardagh Group S.A.), including with respect to our ability to successfully integrate acquired businesses and achieve anticipated synergies and our ability to successfully expand international and emerging markets; and the effect of acquisitions, divestitures, joint ventures or strategic realignments on our business relationships, operating results and business generally.
●	The company’s ability to protect its information technology systems from attacks or catastrophic failure, and the strength of the company’s cyber-security.
●	Delays, extensions and technical uncertainties, as well as schedules of performance associated with contracts for aerospace products and services, and the success or lack of success of satellite launches and the businesses and governments associated with aerospace products, services and launches.
●	The authorization, funding and availability and returns of government contracts and the nature and continuation of those contracts and related services provided thereunder, as well as the delay, cancellation or termination of contracts for the United States government, other customers or other government contractors.
●	The timing and extent of regulation or deregulation, or changes to regulations and standards, including changes in generally accepted accounting principles or their interpretation.
●	Changes to unaudited results due to statutory audits of our financial statements or management’s evaluation of the company’s internal controls over financial reporting.
●	Loss contingencies related to income and other tax matters, including those arising from audits performed by national and local tax authorities.
●	Changes to unaudited results due to statutory audits of our financial statements or management’s evaluation of the company’s internal controls over financial reporting.

Page 3 of 3

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Jul. 31, 2017
Document and Entity Information
Entity Registrant Name	BALL CORP
Entity Central Index Key	0000009389
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		351,784,934
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2

XML

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS shares in Thousands, $ in Millions			3 Months Ended		6 Months Ended
		May 16, 2017	Jun. 30, 2017 USD ($) $ / shares shares	Jun. 30, 2016 USD ($) $ / shares shares	Jun. 30, 2017 USD ($) $ / shares shares	Jun. 30, 2016 USD ($) $ / shares shares
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
Net sales			$ 2,855	$ 2,030	$ 5,328	$ 3,785
Costs and expenses
Cost of sales (excluding depreciation and amortization)			(2,270)	(1,596)	(4,245)	(3,012)
Depreciation and amortization			(229)	(78)	(377)	(153)
Selling, general and administrative			(128)	(105)	(271)	(213)
Business consolidation and other activities			(41)	28	(96)	(239)
Total costs and expenses			(2,668)	(1,751)	(4,989)	(3,617)
Earnings (loss) before interest and taxes			187	279	339	168
Interest expense			(74)	(41)	(142)	(79)
Debt refinancing and other costs			(1)	(46)	(1)	(106)
Total interest expense			(75)	(87)	(143)	(185)
Earnings (loss) before taxes			112	192	196	(17)
Tax (provision) benefit			(22)	114	(44)	197
Equity in results of affiliates, net of tax			10	1	18
Net earnings			100	307	170	180
Net earnings attributable to noncontrolling interests			(1)		(3)
Net earnings attributable to Ball Corporation			$ 99	$ 307	$ 167	$ 180
Earnings per share:
Basic (in dollars per share) | $ / shares	[1]		$ 0.28	$ 1.08	$ 0.48	$ 0.63
Diluted (in dollars per share) | $ / shares	[1]		$ 0.28	$ 1.06	$ 0.47	$ 0.62
Weighted average shares outstanding (000s):
Basic (in shares) | shares	[1]		351,066	284,076	350,560	283,832
Diluted (in shares) | shares	[1]		358,979	290,454	358,506	290,330
Stock split ratio		2

[1] Amounts in 2016 have been retrospectively adjusted for the two-for-one stock split that was effective on May 16, 2017.

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)
Net earnings (loss)	$ 100	$ 307	$ 170	$ 180
Other comprehensive earnings (loss):
Foreign currency translation adjustment	(71)	(29)	13
Pension and other postretirement benefits	(24)	64	(18)	63
Effective financial derivatives	(35)	12	16	11
Total other comprehensive earnings (loss)	(130)	47	11	74
Income tax (provision) benefit	24	(31)	11	(27)
Total other comprehensive earnings (loss), net of tax	(106)	16	22	47
Total comprehensive earnings (loss)	(6)	323	192	227
Comprehensive (earnings) loss attributable to noncontrolling interests	(1)		(3)
Comprehensive earnings (loss) attributable to Ball Corporation	$ (7)	$ 323	$ 189	$ 227

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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS $ in Millions		May 16, 2017	Jun. 30, 2017 USD ($)	Dec. 31, 2016 USD ($)	Jun. 30, 2016 USD ($)	Dec. 31, 2015 USD ($)
Current assets
Cash and cash equivalents			$ 433	$ 597	$ 6,399	$ 224
Receivables, net			1,637	1,491
Inventories, net			1,524	1,413
Other current assets			171	152
Total current assets			3,765	3,653
Noncurrent assets
Property, plant and equipment, net			4,424	4,387
Goodwill			4,858	5,095
Intangible assets, net			2,512	1,934
Other assets			1,162	1,104
Total assets			16,721	16,173
Current liabilities
Short-term debt and current portion of long-term debt			322	222
Accounts payable			2,146	2,033
Accrued employee costs			291	315
Other current liabilities			591	399
Total current liabilities			3,350	2,969
Noncurrent liabilities
Long-term debt			7,226	7,310
Employee benefit obligations			1,429	1,497
Deferred taxes			633	439
Other liabilities			373	417
Total liabilities			13,011	12,632
Shareholders' equity
Common stock (669,960,150 shares issued - 2017; 668,504,350 shares issued - 2016)	[1]		1,060	1,038
Retained earnings			4,849	4,739
Accumulated other comprehensive earnings (loss)			(919)	(941)
Treasury stock, at cost (318,355,478 shares - 2017; 318,774,098 shares - 2016)	[1]		(1,386)	(1,401)
Total Ball Corporation shareholders' equity			3,604	3,435
Noncontrolling interests			106	106
Total shareholders' equity			3,710	3,541
Total liabilities and shareholders' equity			$ 16,721	$ 16,173
Stock split ratio		2

[1] Amounts in 2016 have been retrospectively adjusted for the two-for-one stock split that was effective on May 16, 2017.

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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares	Jun. 30, 2017	Dec. 31, 2016
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, shares issued	669,960,150	668,504,350
Treasury stock, common shares	318,355,478	318,774,098

XML

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions		6 Months Ended
		Jun. 30, 2017	Jun. 30, 2016
Cash Flows from Operating Activities
Net earnings (loss)		$ 170	$ 180
Adjustments to reconcile net earnings (loss) to cash provided by (used in) continuing operating activities:
Depreciation and amortization		377	153
Business consolidation and other activities		96	239
Deferred tax provision (benefit)		(59)	(236)
Other, net		(147)	140
Changes in working capital components, net of acquisitions and dispositions (a)	[1]	(174)	(440)
Cash provided by (used in) operating activities		263	36
Cash Flows from Investing Activities
Capital expenditures		(240)	(273)
Business acquisitions, net of cash acquired			413
Business dispositions, net of cash sold		31	2,815
Other, net		2	(86)
Cash provided by (used in) investing activities		(207)	2,869
Cash Flows from Financing Activities
Long-term borrowings		290	3,824
Repayments of long-term borrowings		(561)	(621)
Net change in short-term borrowings		91	250
Proceeds from issuances of common stock, net of shares used for taxes		14	23
Acquisitions of treasury stock		(3)	(98)
Common stock dividends		(58)	(37)
Other, net		(1)	(21)
Cash provided by (used in) financing activities		(228)	3,320
Effect of exchange rate changes on cash		8	(50)
Change in cash and cash equivalents		(164)	6,175
Cash and cash equivalents - beginning of period		597	224
Cash and cash equivalents - end of period		$ 433	$ 6,399

[1] Includes payments of costs associated with the acquisition of Rexam and the sale of the Divestment Business.

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Basis of Presentation

6 Months Ended

Jun. 30, 2017

Basis of Presentation

Basis of Presentation

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 our packaging segments, the variability of contract revenues in the company’s aerospace segment, the acquisition of Rexam PLC (Rexam) and divestiture of certain assets and liabilities of the combined business (the Divestment Business) on June 30, 2016. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and the notes there to included in the company’s Annual Report on Form 10-K filed on March 2, 2017, pursuant to Section 13 of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2016 (annual report).

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires Ball’s 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. Ball’s management evaluates these estimates on an ongoing basis and adjusts or revises the estimates as circumstances change. As future events and their impacts cannot be determined with precision, actual results may differ from these estimates. In the opinion of management, the financial statements reflect all adjustments necessary to fairly state the results of the periods presented.

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

Revision of the Second Quarter 2016 Unaudited Condensed Consolidated Financial Statements

During the third and fourth quarters of 2016, Ball management identified errors in the determination of the tax basis related to the gain on the sale of the Divestment Business, the amount of gain reported on the sale of the Divestment Business, and payroll taxes for certain compensation arrangements associated with the Rexam acquisition. The corrections of these errors impacted the unaudited condensed consolidated financial statements for the second quarter of 2016. The company assessed the applicable guidance issued by the Securities and Exchange Commission (SEC) and the Financial Accounting Standards Board (FASB) and concluded these misstatements were not material, individually or in the aggregate, to Ball’s unaudited condensed consolidated financial statements for the aforementioned interim periods. Accordingly, the correction of these immaterial errors was reflected in the quarterly unaudited financial data included within our 2016 annual report. These revisions have been reflected in the comparative 2016 condensed consolidated financial statements.

The following table reconciles the amounts as previously reported in our second quarter of 2016 condensed consolidated financial statements to the corresponding revised amounts presented herein:

($ in millions, except per share amounts)	Three Months Ended June 30, 2016						Six Months Ended June 30, 2016
2016	As Previously Reported		Adjustments (a)		As Revised		As Previously Reported		Adjustments (a)		As Revised
Business consolidation and other activities	$	27	$	1	$	28	$	(240)	$	1	$	(239)
Earnings before interest and taxes		278		1		279		167		1		168
Earnings (loss) before taxes		191		1		192		(18)		1		(17)
Tax (provision) benefit		146		(32)		114		229		(32)		197
Net earnings		338		(31)		307		211		(31)		180
Net earnings attributable to Ball Corporation		338		(31)		307		211		(31)		180
Basic earnings per share (b)		1.19		(0.11)		1.08		0.74		(0.11)		0.63
Diluted earnings per share (b)		1.17		(0.11)		1.06		0.73		(0.11)		0.62

(a) The company revised the amounts originally reported for the second quarter of 2016 for the following items:

· Recorded $13 million of expense in business consolidation and other activities for payroll tax obligations associated with compensation arrangements for the Rexam acquisition that should have been accrued upon the change of control in the second quarter of 2016. The company identified this error during the third quarter of 2016, and recorded and disclosed the correction in the third quarter of 2016 as an out-of-period adjustment.

· Recorded $14 million of additional net gain on the sale of the Divestment Business in business consolidation and other activities for assets received by the buyer that should have been included in the amount owed to the company and liabilities that should have been derecognized by the company at the date of sale, as well as other insignificant items.

· Recorded $30 million of tax expense associated with using an incorrect tax basis for the gain on the sale of the Divestment Business and an additional $2 million of tax expense associated with the tax effects of the adjustments noted above. 

(b) Amounts in 2016 have been retrospectively adjusted for the two-for-one stock split that was effective on May 16, 2017.

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Accounting Pronouncements

6 Months Ended

Jun. 30, 2017

Accounting Pronouncements

Accounting Pronouncements

2.     Accounting Pronouncements

Recently Adopted Accounting Standards

In January 2017, amendments to existing accounting guidance were issued simplifying an entity’s subsequent goodwill measurement by eliminating Step 2, which requires a hypothetical purchase price allocation, from its annual or interim goodwill impairment test. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This guidance is required to be applied prospectively on January 1, 2020, and early adoption is permitted. The company elected to early adopt this guidance effective January 1, 2017, and it did not have a material impact on the company’s unaudited condensed consolidated financial statements.

In March 2016, final accounting guidance was issued clarifying that the assessment of whether an embedded contingent put or call option is clearly and closely related to the debt host only requires an analysis of the four-step decision sequence outlined in the accounting standards codification. Consequently, when a contingent put or call option embedded in a debt instrument would be evaluated for possible separate accounting as a derivative instrument, the nature of the exercise contingency would be disregarded. This guidance was applied on a modified retrospective basis on January 1, 2017, and did not have an effect on the company’s unaudited condensed consolidated financial statements.

In March 2016, final accounting guidance was issued eliminating the requirement to retrospectively apply the equity method in previous periods when an investor initially obtains significant influence over an investee. The new guidance requires the investor to apply the equity method prospectively from the date the investment qualifies for the equity method. The investor will add the carrying value of the existing investment to the cost of the additional investment to determine the initial cost basis of the equity method investment. This guidance was applied prospectively on January 1, 2017, and did not have a material effect on the company’s unaudited condensed consolidated financial statements.

In March 2016, amendments to existing accounting guidance were issued to simplify various aspects related to how share-based payments are accounted for and presented in the consolidated financial statements. The company adopted these amendments on January 1, 2017, as discussed below, which did not have a material effect on the company’s unaudited condensed consolidated financial statements.

· All excess tax benefits and tax deficiencies that were previously recognized in common stock are now recognized as income tax provisions (benefits) in the income statement as a discrete item. As required, this change was applied prospectively for settlements occurring after the adoption of the guidance on January 1, 2017.

· Any prior period excess tax benefits that did not reduce taxes payable in the period in which they arose were required to be recorded on a modified retrospective basis, with a cumulative effect adjustment to opening retained earnings. However, the company was able to reduce taxes payable for all previous excess tax benefits and, therefore, was not required to record a cumulative effect adjustment.

· The company elected to use a prospective approach to report all tax-related cash flows resulting from share-based payments as operating activities on the statement of cash flows and, therefore, no adjustments were made to prior periods. Previously, excess tax benefits were reported as part of financing activities.

· The company elected to account for forfeitures as they occur. No cumulative effect adjustment was required as the amount calculated was immaterial.

In March 2016, accounting guidance was issued regarding the effect of derivative contract novations on existing hedge accounting relationships. The amendments clarify that a change in the counterparty to a derivative instrument designated as a hedging instrument does not in and of itself require dedesignation of that hedging relationship, provided that all other hedge accounting criteria continue to be met. The guidance was applied prospectively on January 1, 2017, and it did not have a material effect on the company’s unaudited condensed consolidated financial statements.

New Accounting Guidance

In May 2017, amendments to existing accounting guidance were issued to provide clarity and reduce diversity in practice, cost and complexity when applying guidance in Topic 718, Stock Compensation, regarding modifications to the terms or conditions of a share-based payment award. The amendments specify that all changes to the terms and conditions of a share-based payment award will require an entity to apply modification accounting in Topic 718, unless all of the following are met: (1) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified, (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. This guidance will be effective for annual reporting periods beginning after January 1, 2018, and early adoption is permitted. The company does not expect the amendments to have a material impact on its consolidated financial statements, and the company has not elected to early adopt this new accounting standard.

In March 2017, amendments to existing accounting guidance were issued to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost, which requires employers to report the service cost component in the same line item as other compensation costs arising from services rendered by the associated employees during the period. The other components of net periodic pension and benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. The amendments also permit only the service cost component of net benefit cost to be eligible for capitalization. This guidance is required to be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively for the capitalization of the service cost component. Employers can elect a practical expedient that permits use of the amounts disclosed in its pension footnote for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. The guidance is effective for Ball on January 1, 2018, and early adoption is permitted. The company has not elected to early adopt the new standard and is currently assessing the impact this guidance will have on its consolidated financial statements.

In February 2017, amendments to existing accounting guidance were issued to clarify the scope of ASC Subtopic 610-20, Other Income−Gains and Losses from the Derecognition of Nonfinancial Assets and to add guidance for partial sales of nonfinancial assets. The guidance requires that all entities account for the derecognition of a business in accordance with ASC 810, including instances in which the business is considered to be in substance real estate. This guidance is required to be applied on January 1, 2018, using a full retrospective approach or a modified retrospective approach and early adoption is permitted. The company is currently assessing the impact that the adoption of this new guidance will have on its consolidated financial statements.

In January 2017, amendments to existing accounting guidance were issued to further clarify the definition of a business in determining whether or not a company has acquired or sold a business. The amendments provide a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. If the screen is not met, the amendments in this update (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments also narrow the definition of the term “output” so that the term is consistent with how outputs are described in Topic 606. The guidance is required to be applied prospectively for Ball on January 1, 2018, and early adoption is permitted. The company does not expect these amendments to have a material impact on its consolidated financial statements, and the company has not elected to early adopt this new accounting standard.

In November 2016, accounting guidance was issued that will require the statement of cash flows to explain the change in the total of cash, cash equivalents and restricted cash or restricted cash equivalents. In addition, restricted cash and restricted cash equivalents will need to be included in a cash reconciliation of beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is required to be applied retrospectively on January 1, 2018. The company is currently assessing the impact that the adoption of this new guidance will have on its consolidated financial statements.

In October 2016, amendments to existing accounting guidance were issued that will require entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, as opposed to when the asset is sold. The amendments also eliminate the exception for an intra-entity transfer of an asset other than inventory. This guidance is required to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings on January 1, 2018. The company is currently assessing the impact that the adoption of this new guidance will have on its consolidated financial statements.

In August 2016, accounting guidance was issued addressing the following eight specific cash flow issues:

· Debt prepayment or debt extinguishment costs

· Settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing

· Contingent consideration payments made after a business combination

· Proceeds from the settlement of insurance claims

· Proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies)

· Distributions received from equity method investees

· Beneficial interests in securitization transactions

· Separately identifiable cash flows and application of the predominance principle

This guidance is required to be applied retrospectively on January 1, 2018. The company is currently assessing the impact that the adoption of this new guidance will have on its consolidated financial statements.

In June 2016, amendments requiring financial assets or a group of financial assets measured at amortized cost basis to be presented at the net amount expected to be collected were finalized. The allowance for credit losses is a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. This guidance affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. The guidance will be effective on January 1, 2020. The company is currently assessing the impact that the adoption of this new guidance will have on its consolidated financial statements.

In February 2016, lease accounting guidance was issued which, for operating leases, will require a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The guidance also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. The guidance will be effective for Ball on January 1, 2019. The company is currently assessing the impact the adoption of this standard will have on its consolidated financial statements and it is expected that a material amount of assets and liabilities will be recorded in the consolidated balance sheet.

In January 2016, accounting guidance was issued on the classification and measurement of financial assets and liabilities (equity securities and financial liabilities) under the fair value option and the presentation and disclosure requirements for financial instruments. The guidance modifies how entities measure equity investments and present changes in the fair value of financial liabilities. Under the new guidance, entities will have to measure equity investments that do not result in consolidation and are not accounted under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception. An exception will apply to those equity investments that do not have a readily determinable fair value and do not qualify for the practical expedient to estimate fair value under the guidance and, as such, these investments may be measured at cost. The guidance will be effective on January 1, 2018. The company is currently assessing the impact that the adoption of this new guidance will have on its consolidated financial statements.

New Revenue Guidance

In May 2014, the Financial Accounting Standards Board (FASB) and International Accounting Standards Board jointly issued new revenue recognition guidance which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The new guidance contains a more robust framework for addressing revenue issues and is intended to remove inconsistencies in existing guidance and improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In July 2015, the FASB approved the deferral of the effective date of the new revenue recognition guidance by one year. The new standard is effective for annual reporting periods beginning after December 15, 2017.

In March 2016, the principal versus agent guidance within the new revenue recognition standard was amended to clarify how an entity should identify the unit of accounting for the principal versus agent evaluation. The new standard requires an entity to determine whether it is a principal or an agent in a transaction in which another party is involved in providing goods or services to a customer by evaluating the nature of its promise to the customer. An entity is a principal and records revenue on a gross basis if it controls the promised good or service before transferring the good or service to the customer. An entity is an agent and records as revenue the net amount it retains for its agency services if its role is to arrange for another entity to provide the goods or services. 

In May 2016, narrow scope amendments and practical expedients were issued to clarify the new revenue recognition standard. The amendments clarify the collectability criterion of the revenue standard wherein an entity is allowed to recognize revenue in the amount of consideration received when the following criteria are met: the entity has transferred control of the goods or services, the entity has stopped transferring goods or services, or has no obligation under the contract to transfer additional goods or services, and the consideration received from the customer is nonrefundable. The amendments also clarify the following: the fair value of noncash consideration should be measured at contract inception when determining the transaction price, allows an entity to make an accounting policy election to exclude from the transaction price certain types of taxes collected from a customer when the company discloses that policy, for contracts to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP, and a practical expedient is provided in which an entity can avoid having to evaluate the effects of each contract modification from contract inception through the beginning of the earliest period presented when accounting for contracts that were modified prior to adoption under both the full and modified retrospective transition approach.

In December 2016, technical corrections and improvements were issued on a variety of topics within the new revenue recognition standard. The corrections represent minor corrections or improvements and are not expected to have a significant impact on accounting practices. The amendments clarify the following: guarantee fees within the scope of Topic 460 are not within the scope of Topic 606, impairment testing for capitalized contract costs should consider both expected contract renewals and extensions and unrecognized consideration already received along with expected future consideration, the sequence of impairment testing for assets within the scope of different Topics, allowance of an accounting policy election to determine the provision for losses at the performance obligation level instead of the contract level, exclude all topics within Topic 944 from the scope of Topic 606, allow exemptions from the disclosures of remaining performance obligations, disclosure of prior-period performance obligations pertains to all performance obligations and is not limited to those with corresponding contract balances, and better aligns accounting guidance and examples within the guidance.

The new guidance will be effective for Ball on January 1, 2018, and will supersede the current revenue recognition guidance, including industry-specific guidance. Entities have the option of using either a full retrospective or modified retrospective approach for the adoption of the standard. We currently anticipate adopting the standard on January 1, 2018, using the modified retrospective method.

We established a cross-functional implementation team, which includes representatives from all of our business segments. We utilized a bottoms-up approach to analyze the impact of the new standard on our contracts with customers by reviewing our current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to revenues arising from such contracts. In addition, we are in the process of identifying the appropriate changes to our business processes, systems and controls to support recognition and disclosure under the standard upon adoption.

While we are continuing to assess all potential impacts of the new standard, we currently believe the most significant impact will be in the way we account for revenue in our metal beverage packaging segments and, to a lesser extent, in our food and aerosol packaging segment. We currently recognize revenue from many of our contracts in these segments when the four established criteria of revenue recognition under the current guidance have been met, generally occurring upon shipment or delivery of goods. Under the new guidance we expect to recognize revenue from many of these contracts over time, which will accelerate the timing of revenue recognition from these arrangements, such that some portion of revenue will be recognized prior to shipment or delivery of goods. In addition to accelerating the timing of recording revenue, we expect corresponding decreases in inventories with an offsetting increase to unbilled receivables to the extent the amounts have not yet been invoiced to the customer. 

Relative to the aerospace segment, at this time we do not expect the implementation of the new standard to materially impact the manner in which we currently recognize revenue as the standard supports the recognition of revenue over time under the “cost-to-cost” method, which is consistent with the current revenue recognition model utilized for the majority of our contracts in this segment. We expect revenue arising from the majority of our contracts to continue to be recognized over time because of the continuous transfer of control to the customer. However, due to the complexity of most of our aerospace contracts, the actual revenue recognition treatment required under the new standard will be dependent on contract-specific terms and may vary in some instances from recognition over time.

Finally, we are still evaluating performance obligations under the new standard as compared with deliverables and separate units of account previously identified. The results of this evaluation may impact the timing of revenue recognition across all of our business segments. 

We are complete with our initial impact assessment, which is based on a review of sample contracts representative of the range of our existing contracts. During 2017, Ball will continue to finalize the initial impact assessment and design and implement changes to processes, systems and internal controls to be in a position to report under the new accounting standard upon adoption in the first quarter of 2018.

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Business Segment Information

6 Months Ended

Jun. 30, 2017

Business Segment Information

Business Segment Information

3.     Business Segment Information

During the third quarter of 2016, Ball made certain segment realignments as a result of the Rexam acquisition and sale of Ball’s existing beverage packaging businesses and select beverage can assets of Rexam (the Divestment Business) to align with how Ball now manages its businesses. Ball has retrospectively adjusted prior period amounts to conform to the current segment presentation. Ball’s operations are organized and reviewed by management along its product lines and geographical areas and presented in the five reportable segments outlined below:

Beverage packaging, North and Central America:  Consists of operations in the U.S., Canada and Mexico that manufacture and sell metal beverage containers.

Beverage packaging, South America: Consists of operations in Brazil, Argentina and Chile that manufacture and sell metal beverage containers.

Beverage packaging, Europe:  Consists of operations in numerous countries in Europe, including Russia, that manufacture and sell metal beverage containers.

Food and aerosol packaging:  Consists of operations in the U.S., Europe, Canada, Mexico, Argentina and India that manufacture and sell steel food and aerosol containers, extruded aluminum aerosol containers and aluminum slugs.

Aerospace: Consists of operations that manufacture and sell aerospace and other related products and provide services used in the defense, civil space and commercial space industries.

Other consists of non-reportable segments in Asia Pacific and AMEA that manufacture and sell metal beverage containers, undistributed corporate expenses, intercompany eliminations and other business activities.

The accounting policies of the segments are the same as those in the consolidated financial statements and are discussed in Note 1. The company also has investments in operations in Guatemala, Panama, South Korea, the U.S. and Vietnam that are accounted for under the equity method of accounting and, accordingly, those results are not included in segment sales or earnings.

Summary of Business by Segment

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2017		2016		2017		2016
Net sales
Beverage packaging, North and Central America	$	1,151	$	844	$	2,100	$	1,577
Beverage packaging, South America		349		133		720		258
Beverage packaging, Europe		665		479		1,173		835
Food and aerosol packaging		274		298		546		583
Aerospace		257		193		493		373
Reportable segment sales		2,696		1,947		5,032		3,626
Other		159		83		296		159
Net sales	$	2,855	$	2,030	$	5,328	$	3,785
Comparable operating earnings
Beverage packaging, North and Central America (b)	$	156	$	118	$	279	$	211
Beverage packaging, South America (b)		69		22		127		39
Beverage packaging, Europe (b)		63		74		110		113
Food and aerosol packaging		25		33		46		53
Aerospace		26		19		47		37
Reportable segment comparable operating earnings		339		266		609		453
Reconciling items
Other (a) (b)		(21)		(15)		(52)		(46)
Business consolidation and other activities		(41)		28		(96)		(239)
Amortization of acquired Rexam intangibles		(51)		—		(83)		—
Catch-up depreciation and amortization for 2016 from finalization of Rexam valuation		(39)		—		(39)		—
Earnings before interest and taxes		187		279		339		168
Interest expense		(74)		(41)		(142)		(79)
Debt refinancing and other costs		(1)		(46)		(1)		(106)
Total interest expense		(75)		(87)		(143)		(185)
Earnings (loss) before taxes		112		192		196		(17)
Tax (provision) benefit		(22)		114		(44)		197
Equity in results of affiliates, net of tax		10		1		18		—
Net earnings		100		307		170		180
Net earnings attributable to noncontrolling interests		(1)		—		(3)		—
Net earnings attributable to Ball Corporation	$	99	$	307	$	167	$	180

(a) Includes undistributed corporate expenses, net, of $32 million and $12 million for the three months ended June 30, 2017 and 2016, respectively, and $77 million and $35 million for the six months ended June 30, 2017 and 2016, respectively.

(b) The three months ended June 30, 2017, includes catch-up depreciation for the three months ended March 31, 2017, from the finalization of fair values and useful lives for the Rexam acquisition associated with the following segments: $8 million for beverage packaging, Europe; $1 million for beverage packaging, North and Central America; $1 million for beverage packaging, South America; and $1 million for other.

The company does not disclose total assets by segment as it is not provided to the chief operating decision maker.

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Acquisitions and Dispositions

6 Months Ended

Jun. 30, 2017

Acquisitions and Dispositions

Acquisitions and Dispositions

4.     Acquisitions and Dispositions

Rexam

On June 30, 2016, Ball acquired 100 percent of the outstanding shares of Rexam PLC (Rexam), a U.K. based beverage container manufacturer, for the purchase price of £2.9 billion ($3.8 billion) in cash, and 32.25 million treasury shares of Ball Corporation common stock (valued at $71.39 per share for a total share consideration of $2.3 billion, before giving effect to the 2 for 1 stock split which occurred in May of 2017). Additionally, the company recorded $24 million of consideration for stock-based compensation. The common shares were valued using the price on the date of acquisition and were presented as a reduction of treasury stock. The cash portion of the acquisition price was paid in July 2016 using proceeds from restricted cash held in escrow and borrowings under the $1.4 billion and €1.1 billion Term A loan facilities obtained in March 2016.

The consummation of the acquisition was subject to, among other things, approval from Ball’s shareholders, approval from Rexam’s shareholders, certain regulatory approvals and satisfaction of other customary closing conditions. In order to satisfy certain regulatory requirements, the company was required to sell a portion of Ball’s existing beverage packaging business and select beverage can assets of the Divestment Business. The sale of the Divestment Business to Ardagh Group S.A. (Ardagh) was completed concurrently on June 30, 2016, for $3.42 billion, subject to customary closing adjustments and certain transaction service arrangements between Ball and Ardagh during a transition period. The sale agreement with Ardagh in respect of the Divestment Business contains customary representations, warranties, covenants and provisions allocating liabilities, as well as indemnification obligations to and from Ardagh, pursuant to which claims may be made when applicable. A pretax gain on sale of $330 million was recorded within business consolidation and other activities and is subject to finalization of working capital and other items. As a condition of the sale of the Divestment Business to Ardagh, the company has guaranteed a minimum volume of sales for the Divestment Business in 2017, whereby the company would be required to pay Ardagh up to $75 million based upon any shortfall of 2017 sales relative to an agreed-upon minimum threshold. Additionally, the company entered into a supply agreement with Ardagh to manufacture and sell can ends to the Divestment Business in Brazil in exchange for proceeds of $103 million.

In connection with the sale of the Divestment Business to Ardagh on June 30, 2016, the company provided indemnifications for the uncertain tax positions of the Divestment Business sold to Ardagh. These indemnifications were accounted for as guarantees and the company initially recognized a liability equal to the fair value of the indemnities. There are no limitations on the maximum potential future payments the company could be obligated to make and, based on the nature of the indemnified items, the company is unable to reasonably estimate its potential exposure under these items.

During the three and six months ended June 30, 2017, the company recorded $7 million and $34 million, respectively, in business consolidation and other activities for an increase in the estimated amount of the claims covered by indemnifications for tax matters provided to the buyer in relation to the Divestment Business. The estimated value of the claims under these indemnities is $57 million at June 30, 2017, and the liabilities have been recorded in other current liabilities.

The portion of the Divestment Business composed of Ball's legacy beverage packaging businesses had earnings before taxes as shown below. These earnings before taxes may not be indicative of the earnings before taxes that would be generated by these components of the Divestment Business in future periods. Additionally, due to complexities associated with how Ball's legacy beverage packaging businesses included in the Divestment Business were integrated into Ball Corporation in historical periods, these earnings before taxes may not be indicative of the earnings before taxes of these Divestment Business components had they been operated as a stand-alone business or businesses:

	Three Months Ended		Six Months Ended
($ in millions)	June 30,  2016		June 30,  2016
Earnings before taxes	$	67	$	104
Earnings before taxes attributable to Ball Corporation		67		104

The Rexam portion of the Divestment Business is not included in the table above as the financial information is not included in Ball’s historical results.

A total of 54 manufacturing facilities were acquired from Rexam, including 17 in North America, 20 in Europe, 12 in South America and five in the AMEA region. A total of 22 manufacturing facilities were sold as part of the Divestment Business, including 12 Ball facilities and 10 Rexam facilities. Of these 22 facilities, eight are located in North America, 12 are located in Europe and two are located in Brazil. The company had a total of 75 beverage manufacturing facilities and joint ventures after the completion of the Rexam acquisition and sale of the Divestment Business.

This acquisition aligns with Ball’s Drive for 10 vision, including the company’s long-standing capital allocation strategy and EVA philosophy. The combination created the world’s largest supplier of beverage containers allowing the company to better serve its customers with its enhanced geographic footprint and innovative product offerings. In particular, Ball expects the acquisition to continue to deliver long-term shareholder value through optimizing global sourcing, reducing general and administrative expenses, sharing best practices to improve production efficiencies and leveraging its footprint to lower freight, logistics and warehousing costs. In addition, further value can continue to be created through balance sheet improvements with a focus on working capital and inventory management and sustainability priorities as a result of the larger plant network.

The acquisition was accounted for as a business combination and its results of operations have been included in the company’s consolidated statements of earnings and cash flows from the date of acquisition. In total, pretax charges of $216 million have been incurred for transaction costs associated with the acquisition which, in accordance with current accounting guidance, were expensed as incurred. The transaction costs are included in the business consolidation and other activities line of the unaudited condensed consolidated statement of earnings.

In connection with the acquisition, Ball assumed Rexam debt of approximately $2.8 billion of which approximately $2.7 billion was extinguished during July and August 2016. The proceeds from the sale of the Divestment Business were partially used to extinguish the assumed Rexam debt.

During the three months ended June 30, 2017, the company finalized the allocation of the purchase price for the Rexam acquisition. The measurement period adjustments to the acquisition fair values and useful lives for acquired identifiable intangible assets and fixed assets were due to the refinement of our valuation models, assumptions and inputs. The updated assumptions and inputs incorporated additional information obtained subsequent to the closing of the transaction related to facts and circumstances that existed as of the acquisition date. The significant final purchase price allocation changes during the three months ended June 30, 2017, included an increase of $590 million in the value of intangible assets, an increase of $31 million in the value of investments in affiliates and a decrease of $384 million in the value of goodwill. Long-term deferred tax liabilities also increased by $221 million primarily due to the tax effect of these changes to the final purchase price allocation.

During the three months ended June 30, 2017, cumulative catch-up amortization recorded as a result of the increase to intangible assets was $23 million, of which $8 million related to the three months ended March 31, 2017, and $15 million related to the six months ended December 31, 2016. During the three months ended June 30, 2017, cumulative catch-up depreciation recorded as a result of changes in the values and useful lives of fixed assets was $35 million, of which $11 million related to the three months ended March 31, 2017, and $24 million related to the six months ended December 31, 2016.

The cumulative impacts of all adjustments have been reflected in the unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2017. The final amounts are summarized in the table below:

	June 30,
($ in millions)	2016
Cash	$	450
Receivables, net		778
Inventories, net		782
Other current assets		165
Assets held for sale (sold to Ardagh on June 30, 2016)		911
Total current assets		3,086
Property, plant and equipment		2,301
Goodwill		3,415
Intangible assets		2,478
Restricted cash		174
Other assets		490
Total assets acquired		11,944
Short-term debt and current portion of long-term debt		2,792
Accounts payable		858
Accrued employee costs		135
Liabilities held for sale (sold to Ardagh on June 30, 2016)		7
Other current liabilities		373
Total current liabilities		4,165
Long-term debt		28
Employee benefit obligations		508
Deferred taxes and other liabilities		993
Total liabilities assumed		5,694
Net assets acquired		6,250
Noncontrolling interests		(90)
Aggregate value of consideration paid	$	6,160

The following table details the identifiable intangible assets acquired, their fair values and estimated useful lives:

($ in millions)	Fair Value		Weighted- Average Estimated Useful Life (in Years)
Customer relationships	$	2,437	17
Trademarks		41	3
	$	2,478

Because the acquisition of Rexam was a stock purchase, neither the goodwill nor the intangible assets acquired are deductible under local country corporate tax laws but will generally be deductible in computing earnings and profits for U.S. tax purposes.

The following unaudited pro forma consolidated results of operations (pro forma information) have been prepared as if the acquisition of Rexam and sale of the Divestment Business had occurred as of January 1, 2015. The pro forma information combines the historical results of Ball and Rexam. The pro forma results are not necessarily indicative of the actual results that would have occurred had the acquisition been in effect for the periods presented, nor are they necessarily indicative of the results that may be obtained in the future.

	Three Months Ended		Six Months Ended
($ in millions, except per share amounts)	June 30,  2016		June 30,  2016
Net sales (1)	$	2,761	$	5,179
Net earnings attributable to Ball Corporation (2)		28		26
Basic earnings per share		0.08		0.07
Diluted earnings per share		0.08		0.07

(1) Net sales were adjusted to include net sales of Rexam. The company also excluded the net sales attributable to the Divestment Business.

(2) Pro forma adjustments to net earnings attributable to Ball Corporation were adjusted as follows:

· Excludes acquisition-related transaction costs and debt refinancing costs incurred in the three and six months ended June 30, 2016.

· Includes interest expense associated with the new debt utilized to finance the acquisition.

· Includes depreciation and amortization expense based on the increased fair value of property, plant and equipment and amortizable intangible assets acquired.

· Excludes net earnings attributable to the Divestment Business for the three and six months ended June 30, 2016.

· Excludes the gain on sale of the Divestment Business in the three and six months ended June 30, 2016.

All of these pro forma adjustments were adjusted for the applicable income tax impacts. Ball has applied enacted statutory tax rates in the U.K. for the period. Ball used a tax rate of 20 percent to calculate the financing and acquisition adjustments for the three and six months ended June 30, 2016; however, the tax impact on acquisition-related transaction costs already incurred were recorded at a U.S. statutory rate of approximately 37 percent as these transaction costs were incurred in the U.S. These rates may not be reflective of Ball’s effective tax rate for future periods after consummation of the acquisition and sale of the Divestment Business.

Currency Exchange Rate and Interest Rate Risks

The company entered into collar and option contracts to partially mitigate its currency exchange rate risk associated with the British pound denominated cash portion of the purchase price from February 19, 2015, through the closing date of the Rexam acquisition. The company entered into interest rate swaps to hedge against rising U.S. and European interest rates to minimize its interest rate exposure associated with anticipated debt issuances in connection with the acquisition of Rexam. These contracts were not designated as hedges for accounting purposes and, therefore, changes in the fair value of these contracts were recorded in the consolidated statements of earnings in business consolidation and other activities, as well as in debt refinancing and other costs, a component of total interest expense.

Food and Aerosol Paint and General Line Plant

In March 2017, the company sold its paint and general line can manufacturing facility in Hubbard, Ohio, for approximately $32 million in cash and recorded a $15 million gain on the sale.

Wavefront Technologies (Wavefront)

In January 2016, the company acquired Wavefront located in Annapolis Junction, Maryland, for total cash consideration of $36 million, net of cash acquired. Wavefront provides systems and network engineering, software development software and analytical services for cyber and mission-focused programs to the U.S. government and commercial industry. The financial results of Wavefront have been included in our aerospace segment from the date of acquisition. The acquisition is not material to the company.

Food and Aerosol Specialty Tin Business

In October 2016, the company sold its specialty tin manufacturing facility in Baltimore, Maryland, for approximately $24 million in cash and recorded a $9 million gain on the sale.

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Business Consolidation and Other Activities

6 Months Ended

Jun. 30, 2017

Business Consolidation and Other Activities

Business Consolidation and Other Activities

5.     Business Consolidation and Other Activities

The following is a summary of business consolidation and other activity (charges)/income included in the unaudited condensed consolidated statements of earnings:

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2017		2016		2017		2016
Beverage packaging, North and Central America	$	(7)	$	(3)	$	(11)	$	(6)
Beverage packaging, South America		(3)		(9)		—		(9)
Beverage packaging, Europe		(4)		(5)		(7)		(9)
Food and aerosol packaging		(1)		(3)		9		(17)
Other		(26)		48		(87)		(198)
	$	(41)	$	28	$	(96)	$	(239)

2017

Beverage Packaging, North and Central America

During the three and six months ended June 30, 2017, the company recorded charges of $4 million and $7 million, respectively, for employee severance and benefits, facility shutdown costs, asset impairment, accelerated depreciation and disposal costs related to the closure of its Reidsville, North Carolina, plant.

Other charges in the three and six months ended June 30, 2017, included $3 million and $4 million, respectively, of individually insignificant activities. 

Beverage Packaging, South America

During the three and six months ended June 30, 2017, the company recorded charges of $2 million for professional services and other costs associated with the acquisition of Rexam.

Other charges in the three and six months ended June 30, 2017, included expense of $1 million and income of $2 million, respectively, for individually insignificant activities.

Beverage Packaging, Europe

During the six months ended June 30, 2017, the company recorded charges of $2 million for professional services and other costs associated with the acquisition of Rexam.

Other charges in the three and six months ended June 30, 2017, included $4 million and $5 million, respectively, for individually insignificant activities.

Food and Aerosol Packaging

During the three and six months ended June 30, 2017, the company recorded charges of $2 million and $5 million, respectively, for facility shutdown costs and accelerated depreciation for the closure of its Weirton, West Virginia, plant which ceased production during the period ended March 31, 2017.

During the three months ended March 31, 2017, the company sold its food and aerosol packaging paint and general line can plant in Hubbard, Ohio, and recorded a gain on sale of $15 million.  

Other charges in the three and six months ended June 30, 2017, included income of $1 million and expense of $1 million for individually insignificant activities.

Other

During the three months ended June 30, 2017, the company recorded the following amounts:

· Expense of $7 million for the estimated amount of claims covered by the indemnification for certain tax matters provided to the buyer in the sale of the Divestment Business.

· Expense of $8 million for long-term incentive and other compensation arrangements associated with the Rexam acquisition.

· Expense of $5 million for professional services and other costs associated with the acquisition of Rexam.

· Expense of $6 million for individually insignificant activities.

During the six months ended June 30, 2017, the company recorded the following amounts:

· Expense of $34 million for the estimated amount of claims covered by the indemnification for certain tax matters provided to the buyer in the sale of the Divestment Business.

· Expense of $17 million for long-term incentive and other compensation arrangements associated with the Rexam acquisition.

· A  $14 million reduction in the gain recognized in connection with the sale of the Ball portion of the Divestment Business.

· Expense of $10 million for professional services and other costs associated with the acquisition of Rexam.

· Expense of $12 million for individually insignificant activities.

2016

Beverage Packaging, North and Central America

Charges in the three and six months ended June 30, 2016, included $3 million and $6 million, respectively, of individually insignificant activities.

Beverage Packaging, South America

During the three months ended June 30, 2016, the company recorded charges of $9 million for professional services and other costs associated with the acquisition of Rexam.

Beverage Packaging, Europe

During the three months ended June 30, 2016, the company recorded charges of $3 million and $7 million, respectively, for professional services and other costs associated with the acquisition of Rexam.

Other charges in the three and six months ended June 30, 2016, included $2 million of individually insignificant activities.

Food and Aerosol Packaging

During the three and six months ended June 30, 2016, the company recorded charges of $2 million and $11 million, respectively, for employee severance and benefits, facility shutdown costs and asset impairment and disposal costs for the closure of its Weirton, West Virginia, plant.

Other charges in the three and six months ended June 30, 2016, included $1 million and $6 million, respectively, of individually insignificant activities.

Other

During the three months ended June 30, 2016, the company recorded the following charges:

· A gain of $331 million in connection with the sale of the Ball portion of the Divestment Business.

· Foreign currency losses of $99 million from the revaluation of foreign currency denominated restricted cash and intercompany loans related to the cash component of the Rexam acquisition purchase price, the sale of the Divestment Business and the revaluation of the euro-denominated debt issuance obtained in December 2015.

· Losses of $91 million associated with the collar, swap and option contracts entered into to reduce its exposure to currency exchange rate changes in connection with the British pound denominated cash portion of the purchase price for the acquisition of Rexam.

· Expense of $71 million for compensation arrangements related to the Rexam acquisition.

· Expense of $53 million for professional services and other costs associated with the acquisition of Rexam.

· An unrealized gain of $32 million on the fair value of cross-currency swaps entered into in connection with the December 2015 issuance of the $1 billion senior notes due 2020.

· Expense of $1 million for individually insignificant activities. 

During the six months ended June 30, 2016, the company recorded the following charges:

· A gain of $331 million in connection with the sale of the Ball portion of the Divestment Business.

· Foreign currency losses of $195 million from the revaluation of foreign currency denominated restricted cash and intercompany loans related to the cash component of the Rexam acquisition purchase price, the sale of the Divestment Business and the revaluation of the euro-denominated debt issuance obtained in December 2015.

· Losses of $179 million associated with the collar, swap and option contracts entered into to reduce its exposure to currency exchange rate changes in connection with the British pound denominated cash portion of the purchase price for the acquisition of Rexam.

· Expense of $77 million for professional services and other costs associated with the acquisition of Rexam.

· Expense of $71 million for compensation arrangements related to the Rexam acquisition.

· An unrealized loss of $4 million on the fair value of cross-currency swaps entered into in connection with the December 2015 issuance of the $1 billion senior notes due 2020.

· Expense of $3 million for individually insignificant activities. 

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Receivables

6 Months Ended

Jun. 30, 2017

Receivables

Receivables

6.     Receivables

	June 30,		December 31,
($ in millions)	2017		2016
Trade accounts receivable	$	1,342	$	1,169
Less allowance for doubtful accounts		(10)		(11)
Net trade accounts receivable		1,332		1,158
Other receivables		305		333
	$	1,637	$	1,491

The company has entered into several regional committed and uncommitted accounts receivable factoring programs with various financial institutions for certain receivables of the company. The programs are accounted for as true sales of the receivables, without recourse to Ball, and had combined limits of approximately $1 billion at June 30, 2017. A total of $658 million and $596 million were sold under such programs as of June 30, 2017, and December 31, 2016, respectively.

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Inventories

6 Months Ended

Jun. 30, 2017

Inventories

Inventories

7.     Inventories

	June 30,		December 31,
($ in millions)	2017		2016
Raw materials and supplies	$	665	$	607
Work-in-process and finished goods		896		839
Less inventory reserves		(37)		(33)
	$	1,524	$	1,413

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Property, Plant and Equipment

6 Months Ended

Jun. 30, 2017

Property, Plant and Equipment

Property, Plant and Equipment

8.Property, Plant and Equipment

	June 30,		December 31,
($ in millions)	2017		2016
Land	$	171	$	105
Buildings		1,357		1,301
Machinery and equipment		4,986		4,723
Construction-in-progress		432		503
		6,946		6,632
Accumulated depreciation		(2,522)		(2,245)
	$	4,424	$	4,387

Property, plant and equipment are stated at historical or acquired cost. Depreciation expense amounted to $153 million and $260 million for the three and six months ended June 30, 2017, respectively, and $68 million and $133 million for the comparable periods in 2016, respectively. During the three months ended June 30, 2017, cumulative catch-up depreciation recorded as a result of changes in the values and useful lives of fixed assets associated with the finalization of the valuation for the Rexam acquisition was $35 million, of which $11 million related to the three months ended March 31, 2017, and $24 million related to the six months ended December 31, 2016.

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Goodwill

6 Months Ended

Jun. 30, 2017

Goodwill and Intangible Assets

Goodwill

9.     Goodwill

($ in millions)	Beverage Packaging, North & Central America		Beverage Packaging, South America		Beverage Packaging, Europe		Food & Aerosol Packaging		Aerospace		Other		Total
Balance at December 31, 2016	$	1,614	$	970	$	1,632	$	599	$	40	$	240	$	5,095
Opening balance sheet adjustments		(340)		328		(276)		—		—		(68)		(356)
Business dispositions		—		—		—		(9)		—		—		(9)
Effects of currency exchange rates		—		—		106		12		—		10		128
Balance at June 30, 2017	$	1,274	$	1,298	$	1,462	$	602	$	40	$	182	$	4,858

During the three months ended June 30, 2017, the company finalized the allocation of the purchase price for the Rexam acquisition. The decrease related to goodwill is a result of changes in the fair values and useful lives of fixed assets for the Rexam acquisition. The company’s annual goodwill impairment test completed in the fourth quarter of 2016 indicated the fair value of the beverage packaging, Asia (Beverage Asia), reporting unit exceeded its carrying amount by approximately 23 percent. The current supply of metal beverage packaging exceeds demand in China, resulting in pricing pressure and negative impacts on the profitability of our Beverage Asia reporting unit. If it becomes an expectation that this oversupply situation will continue for an extended period of time, the company may be required to record a noncash impairment charge for some or all of the goodwill associated with the Beverage Asia reporting unit, the total balance of which was $78 million at June 30, 2017.

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Intangible Assets ,net

6 Months Ended

Jun. 30, 2017

Goodwill and Intangible Assets

Intangible Assets, net

10.    Intangible Assets, Net

	June 30,		December 31,
($ in millions)	2017		2016
Acquired Rexam intangibles (net of accumulated amortization of $160 million at June 30, 2017, and $62 million at December 31, 2016)	$	2,340	$	1,766
Capitalized software (net of accumulated amortization of $112 million at June 30, 2017, and $87 million at December 31, 2016)		86		79
Other intangibles (net of accumulated amortization of $155 million at June 30, 2017, and $143 million at December 31, 2016)		86		89
	$	2,512	$	1,934

Total amortization expense of intangible assets amounted to $76 million and $117 million for the three and six months ended June 30, 2017, respectively, and $10 million and $20 million for the comparable periods in 2016, respectively. During the three months ended June 30, 2017, cumulative catch-up amortization recorded as a result of the change in the value of intangible assets associated with the finalization of the valuation for the Rexam acquisition was $23 million, of which $8 million related to the three months ended March 31, 2017, and $15 million related to the six months ended December 31, 2016.

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Other Assets

6 Months Ended

Jun. 30, 2017

Other Assets..

Other Assets.

11.    Other Assets

	June 30,		December 31,
($ in millions)	2017		2016
Long-term deferred tax assets	$	447	$	443
Long-term pension asset		163		147
Investments in affiliates		252		204
Company and trust-owned life insurance		166		146
Other		134		164
	$	1,162	$	1,104

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Debt and Interest Costs

6 Months Ended

Jun. 30, 2017

Debt and Interest Costs

Debt and Interest Costs

12.    Debt and Interest Costs

Long-term debt consisted of the following:

	June 30,		December 31,
($ in millions)	2017		2016
Senior Notes
5.25% due July 2025	$	1,000	$	1,000
4.375% due December 2020		1,000		1,000
4.00% due November 2023		1,000		1,000
4.375%, euro denominated, due December 2023		800		736
5.00% due March 2022		750		750
3.50%, euro denominated, due December 2020		457		421
Senior Credit Facilities, due March 2021 (at variable rates)
Term A loan, due June 2021		1,348		1,383
Term A loan, euro denominated, due June 2021		801		954
Multi-currency, U.S. dollar revolver, due March 2021		190		190
Other (including debt issuance costs)		(42)		(45)
		7,304		7,389
Less: Current portion of long-term debt		(78)		(79)
	$	7,226	$	7,310

Following is a summary of debt refinancing and other costs included in the unaudited condensed consolidated statements of earnings:

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2017		2016		2017		2016
Debt Refinancing and Other Costs:
Interest expense on 3.5% and 4.375% senior notes	$	—	$	(25)	$	—	$	(49)
Refinancing of bridge and revolving credit facilities		—		(17)		—		(30)
Economic hedge - interest rate risk		—		(4)		—		(20)
Amortization of unsecured, committed bridge facility financing fees		—		—		—		(7)
Individually insignificant items		(1)		—		(1)		—
	$	(1)	$	(46)	$	(1)	$	(106)

The senior credit facilities include long-term, multi-currency committed revolving credit facilities that provide the company with up to the U.S. dollar equivalent of $1.5 billion. At June 30, 2017, taking into account outstanding letters of credit, approximately $1.3 billion was available under existing long-term, revolving credit facilities. In addition to these facilities, the company had approximately $968 million of short-term uncommitted credit facilities available at June 30, 2017, of which $244 million was outstanding and due on demand. At December 31, 2016, the company had $143 million outstanding under short-term uncommitted credit facilities.

The fair value of long-term debt was estimated to be $7.6 billion at June 30, 2017, and $7.7 billion at December 31, 2016. The fair value reflects the market rates at each period end for debt with credit ratings similar to the company’s ratings and is classified as Level 2 within the fair value hierarchy. 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.

Ball provides letters of credit in the ordinary course of business to secure liabilities recorded in connection with certain self-insurance arrangements. Letters of credit outstanding were $34 million at June 30, 2017, and $32 million at December 31, 2016.

The company’s senior notes and senior credit facilities are guaranteed on a full, unconditional and joint and several basis by certain of the company’s material subsidiaries. Each of the guarantor subsidiaries is 100 percent owned by Ball Corporation. These guarantees are required in support of these notes and credit facilities, are co-terminous with the terms of the respective note indentures and would require performance upon certain events of default referred to in the respective guarantees. Note 19 includes further details about the company’s debt guarantees and Note 20 contains further details, as well as required condensed consolidating financial information for the company, segregating the guarantor subsidiaries and non-guarantor subsidiaries as defined in the debt agreements.

The U.S. note agreements and bank credit agreement contain certain restrictions relating to dividend payments, share repurchases, investments, financial ratios, guarantees and the incurrence of additional indebtedness. The most restrictive covenant is in the company’s bank credit agreement and requires the company to maintain a net debt to EBITDA ratio (as defined) of no greater than 5 times at June 30, 2017, which changes to 4 times at December 31, 2017.

The company was in compliance with all loan agreements and debt covenants at June 30, 2017, and December 31, 2016, and has met all debt payment obligations.

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Employee Benefit Obligations

6 Months Ended

Jun. 30, 2017

Employee Benefit Obligations

Employee Benefit Obligations

13.    Employee Benefit Obligations

	June 30,		December 31,
($in millions)	2017		2016
Underfunded defined benefit pension liabilities	$	897	$	963
Less: Current portion		(26)		(25)
Long-term defined benefit pension liabilities		871		938
Retiree medical and other postemployment benefits		217		226
Deferred compensation plans		280		272
Other		61		61
	$	1,429	$	1,497

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

	Three Months Ended June 30,
	2017						2016
($ in millions)	U.S.		Foreign		Total		U.S.		Foreign			Total
Ball-sponsored plans:
Service cost	$	12	$	4	$	16	$	12	$	3		$	15
Interest cost		33		22		55		15		5			20
Expected return on plan assets		(33)		(26)		(59)		(18)		(5)			(23)
Recognized net actuarial loss		9		1		10		8		1			9
Curtailment and settlement losses (gains) including special termination benefits		—		—		—		—		80	(a)		80
Net periodic benefit cost for Ball sponsored plans		21		1		22		17		84			101
Net periodic benefit cost for multi-employer plans		1		—		1		—		—			—
Total net periodic benefit cost	$	22	$	1	$	23	$	17	$	84		$	101

(a) Amount relates to plans transferred to the Divestment Business.

	Six Months Ended June 30,
	2017						2016
($ in millions)	U.S.		Foreign		Total		U.S.		Foreign			Total
Ball-sponsored plans:
Service cost	$	24	$	8	$	32	$	24	$	6		$	30
Interest cost		66		44		110		30		9			39
Expected return on plan assets		(66)		(52)		(118)		(36)		(9)			(45)
Recognized net actuarial loss		18		2		20		15		3			18
Curtailment and settlement losses (gains) including special termination benefits		—		—		—		—		80	(a)		80
Net periodic benefit cost for Ball sponsored plans		42		2		44		33		89			122
Net periodic benefit cost for multi-employer plans		2		—		2		1		—			1
Total net periodic benefit cost	$	44	$	2	$	46	$	34	$	89		$	123

(a) Amount relates to plans transferred to the Divestment Business.

Contributions to the company’s defined benefit pension plans, not including unfunded German, Swedish and certain U.S. plans, were $110 million in the first six months of 2017 compared to $28 million in the first six months of 2016 and are expected to be in the range of $190 million for the full year of 2017. This estimate may change based on any changes to the U.S. Pension Protection Act and actual plan asset performance, among other factors. Included in the 2017 contributions were contributions to acquired Rexam defined benefit pension plans. Payments to participants in the unfunded German, Swedish and certain U.S. plans were $12 million in the first six months of 2017 compared to $9 million in the first six months of 2016 and are expected to be approximately $20 million to $24 million for the full year of 2017.

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Shareholders’ Equity and Comprehensive Earnings

6 Months Ended

Jun. 30, 2017

Shareholders’ Equity

Comprehensive Income (Loss) Note [Text Block]

14.    Shareholders’ Equity and Comprehensive Earnings

In April of 2017, the company’s board of directors declared a two-for-one split of Ball Corporation’s common stock and increased the quarterly cash dividend by 54 percent to 10 cents on a post-split basis. The stock split was effective as of May 16, 2017.

Accumulated Other Comprehensive Earnings (Loss)

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

($ in millions)	Foreign Currency Translation (Net of Tax)		Pension and Other Postretirement Benefits            (Net of Tax)		Effective Derivatives (Net of Tax)		Accumulated Other Comprehensive Earnings (Loss)
Balance at December 31, 2016	$	(329)	$	(590)	$	(22)	$	(941)
Other comprehensive earnings (loss) before reclassifications		(3)		(23)		(25)		(51)
Amounts reclassified from accumulated other comprehensive earnings (loss)		—		11		62		73
Balance at June 30, 2017	$	(332)	$	(602)	$	15	$	(919)

The following table provides additional details of the amounts recognized into net earnings from accumulated other comprehensive earnings (loss):

	Three Months Ended June 30,				Six Months Ended June 30,
($  in millions)	2017		2016		2017		2016
Gains (losses) on cash flow hedges:
Commodity contracts recorded in net sales	$	—	$	—	$	(3)	$	3
Commodity contracts recorded in cost of sales		9		(3)		17		(10)
Currency exchange contracts recorded in selling, general and administrative		—		(1)		—		(1)
Cross-currency swaps recorded in selling, general and administrative		(71)		1		(84)		1
Cross-currency swaps recorded in interest expense		5		—		10		—
Commodity and currency exchange contracts attributable to the divestment business recorded in business consolidation and other activities		—		(4)		—		(4)
Total before tax effect		(57)		(7)		(60)		(11)
Tax benefit (expense) on amounts reclassified into earnings		13		—		(2)		(2)
Recognized gain (loss)	$	(44)	$	(7)	$	(62)	$	(13)
Amortization of pension and other postretirement benefits: (a)
Prior service income (expense)	$	—	$	2	$	—	$	2
Actuarial gains (losses)		(8)		(90)		(17)		(99)
Total before tax effect		(8)		(88)		(17)		(97)
Tax benefit (expense) on amounts reclassified into earnings		3		23		6		26
Recognized gain (loss)	$	(5)	$	(65)	$	(11)	$	(71)

(a) The pension components are included in the computation of net periodic benefit cost included in Note 13.

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Stock-Based Compensation Programs

6 Months Ended

Jun. 30, 2017

Stock-Based Compensation Programs

Stock-Based Compensation Programs

15.    Stock-Based Compensation Programs

The company has shareholder-approved stock plans under which options and stock-settled appreciation rights (SSARs) have been granted to employees at the market value of the company’s stock at the date of grant. In general, options and SSARs are exercisable in four equal installments commencing one year from the date of grant and terminating 10 years from the date of grant. There were 1.1 million stock options and SSARs granted in January 2017 and 1.3 million in April 2017 (on a post-stock split basis). These options and SSARs cannot be traded in any equity market. However, based on the Black-Scholes option pricing model, options and SSARs granted in April 2017, January 2017, July 2016 and January 2016 have estimated weighted average fair values at the date of grant of $7.21 per share, $8.54 per share, $8.35 per share and $9.29 per share, respectively (reflects the two-for-one stock split effective May 16, 2017). 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 or SSAR is exercised. Consequently, there is no assurance the value realized by an employee will approximate the value estimated. The fair values were estimated using the following weighted average assumptions:

	April 2017		January 2017		July 2016		January 2016
Expected dividend yield	1.06	%	0.68	%	0.73	%	0.79	%
Expected stock price volatility	18.89	%	20.49	%	24.14	%	29.25	%
Risk-free interest rate	1.95	%	2.07	%	1.22	%	1.57	%
Expected life of options (in years)	5.94	years	5.94	years	6.10	years	5.94	years

During the three months ended March 31, 2017 and 2016, the company’s board of directors granted 237,452 and 237,510 performance-contingent restricted stock units (PCEQs) (on a post-stock split basis), respectively, to key employees. These PCEQs vest three years from the date of grant, and the number of shares available at the vesting date is based on the company’s growth in economic value added (EVA®) dollars in excess of the EVA® dollars generated in the calendar year prior to the grant as the minimum threshold, and can range from zero to 200 percent of each participant’s assigned PCEQ award. If the minimum performance goals are not met, the PCEQ will be forfeited. Grants under the plan are being accounted for as equity awards and compensation expense is recorded based upon the most probable outcome using the closing market price of the shares at the grant date. On a quarterly and annual basis, the company reassesses the probability of the goals being met and adjusts compensation expense as appropriate.

Also during the three months ended March 31, 2017, the company’s board of directors granted 1.1 million performance-contingent restricted stock units (on a post-stock split basis) to employees related to the Special Acquisition-Related Incentive Plan. The number of shares issued at the vesting date in January 2020 will be based on the company’s achievement of cumulative EVA and Cash Flow performance goals through the vesting date and can range from zero to 200 percent of each participant’s assigned award. If the minimum performance goals are not met, the awards will be forfeited. Grants under the plan are being accounted for as equity awards and compensation expense is recorded based upon the most probable outcome using 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.

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Earnings and Dividends Per Share

6 Months Ended

Jun. 30, 2017

Earnings Per Share

Earnings Per Share

16.Earnings and Dividends Per Share

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions, except per share amounts; shares in thousands)	2017		2016		2017		2016
Net earnings attributable to Ball Corporation	$	99	$	307	$	167	$	180
Basic weighted average common shares (a)		351,066		284,076		350,560		283,832
Effect of dilutive securities (a)		7,913		6,378		7,946		6,498
Weighted average shares applicable to diluted earnings per share (a)		358,979		290,454		358,506		290,330
Per basic share (a)	$	0.28	$	1.08	$	0.48	$	0.63
Per diluted share (a)	$	0.28	$	1.06	$	0.47	$	0.62

(a) Amounts in 2016 have been retrospectively adjusted for the two-for-one stock split that was effective on May 16, 2017.

Certain outstanding options were excluded from the diluted earnings per share calculation because they were anti-dilutive (i.e., their assumed conversion into common stock would increase rather than decrease earnings per share). The options excluded totaled 3 million and 5 million in the three and six months ended June 30, 2017, respectively. The options excluded totaled 4 million in both the three and six months ended June 30, 2016.

The company declared and paid dividends of $0.10 per share in the three months ended June 30, 2017, and $0.065 per share in the three months ended March 31, 2017 and 2016, and in the three months ended June 30, 2016 (on a post-stock split basis).

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Financial Instruments and Risk Management

6 Months Ended

Jun. 30, 2017

Financial Instruments and Risk Management

Financial Instruments and Risk Management

17.    Financial Instruments and Risk Management

The company employs established risk management policies and procedures, which seek to reduce the company’s commercial risk 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 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. Additionally, in the event of default under the company’s master derivative agreements, the non-defaulting party has the option to offset any amounts owed with regard to open derivative positions.

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 are material differences between sales and purchase contracted pricing and volume.

At June 30, 2017, the company had aluminum contracts limiting its aluminum exposure with notional amounts of approximately $985 million, of which approximately $922 million received hedge accounting treatment. The aluminum contracts, which are recorded at fair value, include economic derivative instruments that are undesignated, as well as cash flow hedges that offset sales and purchase contracts of various terms and lengths. Cash flow hedges relate to forecasted transactions that will occur within the next three years. Included in shareholders’ equity at June 30, 2017, within accumulated other comprehensive earnings (loss), is a net after-tax gain of $23 million associated with these contracts. A net after-tax gain of $17 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. There was no after-tax gain included in shareholders’ equity at June 30, 2017, within accumulated other comprehensive earnings (loss). There were no contracts outstanding at June 30, 2017. 

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 its global operations as a result of various factors including intercompany currency denominated loans, selling our products in various currencies, purchasing raw materials and equipment in various 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 June 30, 2017, the company had outstanding exchange rate forward contracts and option contracts with notional amounts totaling approximately $2 billion. Approximately $5 million of net after-tax gain related to these contracts is included in accumulated other comprehensive earnings at June 30, 2017, of which a net gain of $5 million is expected to be recognized in the unaudited condensed consolidated statement of earnings during the next 12 months. The contracts outstanding at June 30, 2017, expire within the next two years.

Additionally, the company entered into a $1 billion cross-currency swap contract to partially mitigate the risk associated with foreign currency denominated intercompany debt incurred in the three months ended June 30, 2016. Approximately, $13 million of net after-tax loss related to this contract is included in accumulated other comprehensive earnings at June 30, 2017, the amount of which expected to be recognized during the next 12 months is dependent on fluctuations in currency exchange rates. As of June 30, 2017, the fair value of the cross-currency swap was a $39 million loss. The contract expires in December 2020.

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. The company entered into total return swaps to reduce the company’s earnings exposure to these fair value fluctuations that will be outstanding until March 2018 and August 2017 and that have a combined notional value of 2.7 million shares. Based on the current number of shares in the program, each $1 change in the company’s stock price has an insignificant impact on pretax earnings, net of the impact of related derivatives. As of June 30, 2017, the fair value of the swap was a $3.4 million gain.

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 derivative 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 June 30, 2017, and December 31, 2016, the aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position was $24 million and $44 million, respectively, and no collateral was required to be posted.

Fair Value Measurements

The company has classified all applicable financial derivative assets and liabilities as Level 2 within the fair value hierarchy as of June 30, 2017, and December 31, 2016, 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.

	June 30, 2017						December 31, 2016
($ in millions)	Derivatives Designated as Hedging Instruments		Derivatives not Designated as Hedging Instruments		Total		Derivatives Designated as Hedging Instruments		Derivatives not Designated as Hedging Instruments		Total
Assets:
Commodity contracts	$	29	$	2	$	31	$	17	$	1	$	18
Foreign currency contracts		2		9		11		1		—		1
Interest rate and other contracts		—		3		3		—		21		21
Total current derivative contracts	$	31	$	14	$	45	$	18	$	22	$	40
Commodity contracts	$	6	$	—	$	6	$	7	$	—	$	7
Interest rate and other contracts		—		—		—		39		—		39
Total noncurrent derivative contracts	$	6	$	—	$	6	$	46	$	—	$	46
Liabilities:
Commodity contracts	$	6	$	2	$	8	$	3	$	—	$	3
Foreign currency contracts		—		31		31		—		22		22
Total current derivative contracts	$	6	$	33	$	39	$	3	$	22	$	25
Commodity contracts	$	1	$	—	$	1	$	—	$	—	$	—
Foreign currency contracts		39		—		39		—		—		—
Total noncurrent derivative contracts	$	40	$	—	$	40	$	—	$	—	$	—

The company uses closing spot and forward market prices as published by the London Metal Exchange, the Chicago Mercantile Exchange, Reuters and Bloomberg to determine the fair value of any outstanding aluminum, currency, energy, inflation and interest rate spot and forward contracts. Option contracts are valued using a Black-Scholes model with observable market inputs for aluminum, currency and interest rates. We value each of our financial instruments either internally using a single valuation technique or from a reliable observable market source. The company does not adjust the value of its financial instruments except in determining the fair value of a trade that settles in the future by discounting the value to its present value using 12-month LIBOR as the discount factor. Ball performs validations of our internally derived fair values reported for our financial instruments on a quarterly basis utilizing counterparty valuation statements. Additionally, the company evaluates counterparty creditworthiness and, as of June 30, 2017, has not identified any circumstances requiring the reported values of our financial instruments be adjusted.

The following table provides the effects of derivative instruments in the consolidated statement of earnings and on accumulated other comprehensive earnings (loss):

		Three Months Ended June 30,
		2017				2016
($ in millions)	Location of Gain (Loss) Recognized in Earnings on Derivatives	Cash Flow Hedge - Reclassified Amount from Accumulated Other Comprehensive Earnings (Loss)		Gain (Loss) on Derivatives not Designated as Hedge Instruments		Cash Flow Hedge - Reclassified Amount from Accumulated Other Comprehensive Earnings (Loss)		Gain (Loss) on Derivatives not Designated as Hedge Instruments
Commodity contracts - manage exposure to supplier pricing	Cost of sales	$	9	$	(4)	$	(3)	$	—
Interest rate contracts - manage exposure for forecasted Rexam financing	Debt refinancing and other costs		—		—		—		(4)
Foreign currency contracts - manage general exposure with the business	Selling, general and administrative		—		(14)		(1)		36
Foreign currency contracts - manage exposure for proposed acquisition of Rexam	Business consolidation and other activities		—		—		—		1
Cross-currency swaps - manage exposure for proposed acquisition of Rexam	Business consolidation and other activities		—		—		—		32
Cross-currency swaps - manage intercompany currency exposure within the business	Selling, general and administrative		(71)		—		1		—
Cross-currency swaps - manage intercompany currency exposure within the business	Interest expense		5		—		—		—
Commodity contracts and currency exchange contracts - attributed to the divestment business	Business consolidation and other activities		—		—		(4)		—
Equity and inflation contracts	Selling, general and administrative		—		13		—		1
Total		$	(57)	$	(5)	$	(7)	$	66

		Six Months Ended June 30,
		2017				2016
($ in millions)	Location of Gain (Loss) Recognized in Earnings on Derivatives	Cash Flow Hedge - Reclassified Amount from Accumulated Other Comprehensive Earnings (Loss)		Gain (Loss) on Derivatives not Designated as Hedge Instruments		Cash Flow Hedge - Reclassified Amount from Accumulated Other Comprehensive Earnings (Loss)		Gain (Loss) on Derivatives not Designated as Hedge Instruments
Commodity contracts - manage exposure to customer pricing	Net sales	$	(3)	$	(2)	$	3	$	—
Commodity contracts - manage exposure to supplier pricing	Cost of sales		17		(3)		(10)		—
Interest rate contracts - manage exposure for forecasted Rexam financing	Debt refinancing and other costs		—		—		—		(20)
Foreign currency contracts - manage general exposure with the business	Selling, general and administrative		—		(29)		(1)		36
Foreign currency contracts - manage exposure for acquisition of Rexam	Business consolidation and other activities		—		—		—		(87)
Cross-currency swaps - manage exposure for acquisition of Rexam	Business consolidation and other activities		—		—		—		(4)
Cross-currency swaps - manage intercompany currency exposure within the business	Selling, general and administrative		(84)		—		1		—
Cross-currency swaps - manage intercompany currency exposure within the business	Interest expense		10		—		—		—
Commodity contracts and currency exchange contracts - attributed to the Divestment Business	Business consolidation and other activities		—		—		(4)		—
Equity contracts	Selling, general and administrative		—		10		—		(1)
Total		$	(60)	$	(24)	$	(11)	$	(76)

The changes in accumulated other comprehensive earnings (loss) for effective derivatives were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2017		2016		2017		2016
Amounts reclassified into earnings:
Commodity contracts	$	(9)	$	3	$	(14)	$	7
Cross-currency swap contracts		66		(1)		74		(1)
Commodity and currency exchange contracts attributed to the divestment business		—		4		—		4
Currency exchange contracts		—		1		—		1
Change in fair value of cash flow hedges:
Commodity contracts		(28)		13		23		6
Interest rate contracts				1		1		—
Cross-currency swap contracts		(66)		(6)		(69)		(6)
Currency exchange contracts		2		(3)		1		1
Foreign currency and tax impacts		15		(2)		21		(2)
	$	(20)	$	10	$	37	$	10

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Contingencies

6 Months Ended

Jun. 30, 2017

Contingencies

Contingencies

18.    Contingencies

Ball is subject to numerous lawsuits, claims or proceedings arising out of the ordinary course of business, including actions related to: product liability, personal injury, the use and performance of company products; warranty matters; patent, trademark or other intellectual property infringement; contractual liability, the conduct of the company’s business; tax reporting in domestic and foreign jurisdictions; workplace safety, and environmental and other matters. The company has also been identified as a potentially responsible party (PRP) at several waste disposal sites under U.S. federal and related state environmental statutes and regulations and may have joint and several liability for any investigation and remediation costs incurred with respect to such sites. In addition, we have received claims alleging that employees in certain plants have suffered damages due to exposure to alleged workplace hazards. Some of these lawsuits, claims and proceedings involve substantial amounts, including as described below, and some of the environmental proceedings involve potential monetary costs or sanctions that may be material. Ball has denied liability with respect to many of these lawsuits, claims and proceedings and is vigorously defending such lawsuits, claims and proceedings. The company carries various forms of commercial, property and casualty and other forms of insurance; however, such insurance may not be applicable or adequate to cover the costs associated with a judgment against Ball with respect to these lawsuits, claims and proceedings. The company estimates that potential liabilities for all currently known and estimable environmental matters are approximately $45 million in the aggregate and have been included in other current liabilities and other noncurrent liabilities at June 30, 2017.

As previously reported, the U.S. Environmental Protection Agency (USEPA) considers the company a PRP with respect to the Lowry Landfill site located east of Denver, Colorado. In 1992, the company was served with a lawsuit filed by the City and County of Denver (Denver) and Waste Management of Colorado, Inc., seeking contributions from the company and approximately 38 other companies. The company filed its answer denying the allegations of the complaint. Subsequently in 1992, the company was served with a third-party complaint filed by S.W. Shattuck Chemical Company, Inc., seeking contribution from the company and other companies for the costs associated with cleaning up the Lowry Landfill. The company denied the allegations of the complaint.

Also in 1992, Ball entered into a settlement and indemnification agreement with Chemical Waste Management, Inc., and Waste Management of Colorado, Inc. (collectively Waste Management) and Denver pursuant to which Waste Management and Denver dismissed their lawsuit against the company, and Waste Management agreed to defend, indemnify and hold harmless the company from claims and lawsuits brought by governmental agencies and other parties relating to actions seeking contributions or remedial costs from the company for the cleanup of the site. Waste Management, Inc., has agreed to guarantee the obligations of Waste Management. Waste Management and Denver may seek additional payments from the company if the response costs related to the site exceed $319 million. In 2003 Waste Management, Inc., indicated that the cost of the site might exceed $319 million in 2030, approximately three years before the projected completion of the project. In January 2015, Waste Management reported that total project costs to date were approximately $140 million. The company might also be responsible for payments (based on 1992 dollars) for any additional wastes that may have been disposed of by the company at the site but which are identified after the execution of the settlement agreement. While remediating the site, contaminants were encountered, which could add an additional cleanup cost of approximately $10 million. This additional cleanup cost could, in turn, add approximately $1 million to total site costs for the PRP group. At this time, there are no Lowry Landfill actions in which the company is actively involved. Based on the information available to the company at this time, we do not believe that this matter will have a material adverse effect upon the liquidity, results of operations or financial condition of the company.

In November 2012, the USEPA wrote to the company asserting that it is one of at least 50 PRPs with respect to the Lower Duwamish site located in Seattle, Washington, based on the company’s ownership of a glass container plant prior to 1995, and notifying the company of a proposed remediation action plan. An allocator has been selected to begin data review on over 30 industrial companies and government entities and at least two PRP groups have begun to discuss various allocation proposals, and this process may last approximately one more year. During the third quarter of 2014, the PRP groups voted to include 20 new members. The USEPA issued the site Record of Decision (ROD) on December 2, 2014. Ball submitted its initial responses to the allocator’s questionnaire in March 2015, and after reviewing submissions from the PRPs alleging deficiencies in certain of Ball’s responses, the allocator denied certain of the allegations and directed the company to answer others, to which Ball responded during the fourth quarter of 2016. A group of de minimis PRPs, including Ball, have retained a technical consultant to assist with their positions vis-à-vis larger PRPs. Total site remediation costs of $342 million, to cover remediation of approximately 200 acres of river bottom, are expected according to the proposed remediation action plan, which does not include $100 million that has already been spent, and which will be allocated among the numerous PRPs in due course. Based on the information available to the company at this time, we do not believe that this matter will have a material adverse effect upon the liquidity, results of operations or financial condition of the company.

In February 2012, Ball Metal Beverage Container Corp. (BMBCC) filed an action against Crown Packaging Technology, Inc. (Crown) in the U.S. District Court for the Southern District of Ohio seeking a declaratory judgment that the sale and use of certain ends by BMBCC and its customers do not infringe certain claims of Crown’s U.S. patents. Crown subsequently filed a counterclaim alleging infringement of certain claims in these patents seeking unspecified monetary damages, fees and declaratory and injunctive relief. The District Court issued a claim construction order at the end of December 2015 and held a scheduling conference on February 10, 2016, to determine the timeline for future steps in the litigation. The case was stayed by mutual agreement of the parties into the third quarter of 2016, during which Crown made preparations for its discovery with respect to certain ends previously produced by Rexam, and such discovery began during the first half of 2017. The parties attempted to mediate the case on August 1, 2017, but no progress was made, and the case continues as scheduled.  Based on the information available to the company at the present time, the company does not believe that this matter will have a material adverse effect upon the liquidity, results of operations or financial condition of the company.

On September 16, 1971, Rexham Corporation (Rexham) was incorporated as a wholly owned subsidiary of Riegel Paper Company (Riegel). On September 23, 1971, Riegel, Federal Paper Board Company (Federal), and Rexham entered into an Agreement and Plan of Reorganization (the 1971 Agreement) pursuant to which Riegel spun-off its packaging business into the newly formed Rexham. Federal retained Riegel’s paper group pursuant to a merger with Riegel. International Paper Company (International Paper) and Georgia Pacific Corporation (Georgia Pacific) are successors to Riegel. Image Products Group, LLC (IPG) is the successor to Rexham. Rexam Inc. (RI) sold IPG to Sun Coating Acquisition Corp. (Sun) in 2002 and agreed to indemnify Sun and IPG for certain environmental liabilities of Rexham.

On November 4, 2011, International Paper and Georgia Pacific filed a complaint against RI and IPG alleging that pursuant to the 1971 Agreement, IPG and RI are liable for 50 percent of the clean-up costs at the Crown Vantage Landfill (the Site). The Site is an inactive industrial landfill on the Delaware River in Hunterdon County, New Jersey that was operated by Riegel and its successors from the 1930s to the 1970s. The EPA conducted an emergency clean up at the Site after a 2004 flood exposed drums and other waste. Georgia Pacific took over the clean-up at the Site. Georgia Pacific later sued International Paper as a successor to Riegel. Georgia Pacific and International Paper entered into a settlement agreement under which International Paper accepted responsibility for the Site. The litigation against IPG and RI centers on the interpretation of the 1971 Agreement and whether it allocated the Site liabilities to the paper group of Riegel, which merged with and into Federal, a predecessor of International Paper, or to the packaging group of Riegel, which was spun off to Rexham.

Georgia Pacific and International Paper claim they have incurred past costs at the Site of approximately $14 million, and that Rexam’s share of these costs is approximately $7 million. Georgia Pacific and International Paper have also asserted that they have incurred $30 million in remediation costs at the Curtis Paper Superfund site, the former paper mill adjacent to the Site. In addition, Georgia Pacific, International Paper and the EPA have claimed that Rexam is responsible for certain other non-material amounts associated with the Curtis Paper and related sites.

On October 17, 2016, representatives of Ball/Rexam and Georgia Pacific and International Paper participated in a court ordered mediation in New Jersey in an attempt to resolve this matter. No resolution was reached. During the second quarter of 2017, the court placed the case on administratively terminated status pending ongoing discussions among the parties, and we will continue to explore various ways to reach an acceptable result and otherwise mitigate the effect of the claims. Based on the information available to the company at this time, we do not believe that this matter will have a material adverse effect upon the liquidity, results of operations or financial condition of the company. 

A former Rexam Personal Care site in Annecy, France, was found in 2003 to be contaminated following a leak of chlorinated solvents (TCE) from an underground feedline. The site underwent extensive investigation and an active remediation treatment system was put in place during 2006. The business operating from the site was sold to Albea in 2013 and in turn to a French company CATIDOM (operating as Reboul). Reboul vacated the site in September 2014, and the site reverted back to Rexam during the first quarter of 2015. As part of the site closure regulatory requirements, a new regulatory permit (Prefectoral Order) was issued in June 2016, which includes requirements to undertake a cost-benefit analysis and pilot studies of further treatment for the known residual solvent contamination following the shutdown of the current on-site treatment system. A new management plan will be proposed to the French Environmental Authorities (DREAL) in 2017. Based on the information available to the company at this time, we do not believe that this matter will have a material adverse effect upon the liquidity, results of operations or financial condition of the company.

The company’s operations in Brazil are involved in various governmental assessments, principally related to claims for taxes on the internal transfer of inventory, gross revenue taxes and indirect tax incentives. The company does not believe that the ultimate resolution of these matters will materially impact the company’s results of operations, financial position or cash flows. Under customary local regulations, the company’s Brazilian subsidiaries may need to post cash or other collateral if the process to challenge any administrative assessment proceeds to the Brazilian court system; however, the level of any potential cash or collateral required would not significantly impact the liquidity of those subsidiaries or Ball Corporation. 

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Indemnifications and Guarantees

6 Months Ended

Jun. 30, 2017

Indemnifications and Guarantees

Indemnifications and Guarantees

19.    Indemnifications and Guarantees

General Guarantees

The company or its appropriate consolidated direct or indirect subsidiaries, including Rexam and its subsidiaries, have made certain indemnities, commitments and guarantees under which the specified entity may be required to make payments in relation to certain transactions. These indemnities, commitments and guarantees include indemnities to the customers of the subsidiaries in connection with the sales of their packaging and aerospace products and services; guarantees to suppliers of subsidiaries of the company guaranteeing the performance of the respective entity under a purchase agreement, construction contract or other commitment; guarantees in respect of certain foreign subsidiaries’ pension plans; indemnities for liabilities associated with the infringement of third party patents, trademarks or copyrights under various types of agreements; indemnities to various lessors in connection with facility, equipment, furniture and other personal property leases for certain claims arising from such leases; indemnities to governmental agencies in connection with the issuance of a permit or license to the company or a subsidiary; indemnities pursuant to agreements relating to certain joint ventures; indemnities in connection with the sale of businesses or substantially all of the assets and specified liabilities of businesses; and indemnities to directors, officers and employees of the company to the extent permitted under the laws of the State of Indiana and the United States of America. The duration of these indemnities, commitments and guarantees varies and, in certain cases, is indefinite.

In addition, many of these indemnities, commitments and guarantees do not provide for any limitation on the maximum potential future payments the company could be obligated to make. As such, the company is unable to reasonably estimate its potential exposure under these items.

Other than the indemnifications in connection with the sale of the Divestment Business, the company has not recorded any material liabilities for these indemnities, commitments and guarantees in the accompanying consolidated balance sheets. The company does, however, accrue for payments under promissory notes and other evidences of incurred indebtedness and for losses for any known contingent liability, including those that may arise from indemnifications, commitments and guarantees, when future payment is both reasonably estimable and probable. Finally, the company carries specific and general liability insurance policies and has obtained indemnities, commitments and guarantees from third party purchasers, sellers and other contracting parties, which the company believes would, in certain circumstances, provide recourse to any claims arising from these indemnifications, commitments and guarantees.

Debt Guarantees

The company’s and its subsidiaries’ obligations under the senior notes and senior credit facilities (or, in the case of U.S. domiciled foreign subsidiaries under the senior credit facilities, the obligations of foreign credit parties only) are guaranteed on a full, unconditional and joint and several basis by certain of the company’s domestic subsidiaries and the domestic subsidiary borrowers, and obligations of other guarantors and the subsidiary borrowers under the senior credit facilities are guaranteed by the company, in each case with certain exceptions and subject to grace periods. These guarantees are required in support of the senior notes and senior credit facilities referred to above, are co-terminous with the terms of the respective note indentures, senior notes and credit agreement and could be enforced by the holders of the obligations thereunder during the continuation of an event of default under the note indentures, the senior notes or the credit agreement or any other loan document in respect thereof. The maximum potential amounts which could be required to be paid under such guarantees are essentially equal to the then outstanding obligations under the respective senior notes or the credit agreement (or, in the case of U.S. domiciled foreign subsidiaries under the senior credit facilities, the obligations of foreign credit parties only), with certain exceptions. All obligations under the guarantees of the senior credit facilities are secured, with certain exceptions and subject to certain grace periods, by a valid first priority perfected lien or pledge on (i) 100 percent of the capital stock of each of the company's material wholly owned domestic subsidiaries directly owned by the company or any of its wholly owned domestic subsidiaries and

(ii) 65 percent of the capital stock of each of the company's material wholly owned first-tier foreign subsidiaries directly owned by the company or any of its wholly owned domestic subsidiaries. In addition, the obligations of certain foreign borrowers and foreign pledgors under the loan documents will be secured, with certain exceptions and subject to certain grace periods, by a valid first priority perfected lien or pledge on 100 percent of the capital stock of certain of the company's material wholly owned foreign subsidiaries and material wholly owned U.S. domiciled foreign subsidiaries directly owned by the company or any of its wholly owned material subsidiaries. The company is not in default under the above senior notes or senior credit facilities. The unaudited condensed consolidating financial information for the guarantor and non-guarantor subsidiaries is presented in Note 20. 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.  

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Subsidiary Guarantees of Debt

6 Months Ended

Jun. 30, 2017

Subsidiary Guarantees of Debt

Subsidiary Guarantee of Debt

20.    Subsidiary Guarantees of Debt

The following condensed consolidating financial information is presented in accordance with SEC Regulations S‑X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered, and comprises two separate and distinct presentations. Amounts for the three and six months ended June 30, 2017, have been revised for the adjustments identified and recorded as of December 31, 2016. Refer to Note 1for further detail. 

For purposes of each presentation of condensed consolidating financial information, the subsidiaries of the company providing the guarantees are referred to as the guarantor subsidiaries, and subsidiaries of the company other than the guarantor subsidiaries are referred to as the non-guarantor subsidiaries. The eliminating adjustments substantively consist of intercompany transactions and the elimination of equity investments and earnings of subsidiaries. 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.

Guarantees Relating to Shelf Registration Statement

The first presentation of condensed consolidating financial information relates to the Registration Statement on Form S-3 registering debt securities of the company and the full and unconditional, joint and several guarantees of such debt securities by certain 100 percent owned domestic subsidiaries of the company. The following is unaudited condensed consolidating financial information for the company, segregating the guarantor subsidiaries and non-guarantor subsidiaries, as of June 30, 2017, and December 31, 2016, and for the three and six months ended June 30, 2017 and 2016. The condensed consolidating financial information presented below is not necessarily indicative of the financial position, results of operations, earnings or cash flows of the company or any of the company’s subsidiaries on a stand-alone basis.

	Unaudited Condensed Consolidating Statement of Earnings
	Three Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	1,273	$	1,631	$	(49)	$	2,855
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,066)		(1,253)		49		(2,270)
Depreciation and amortization		(2)		(37)		(190)		—		(229)
Selling, general and administrative		(55)		(37)		(36)		—		(128)
Business consolidation and other activities		(14)		(8)		(19)		—		(41)
Equity in results of subsidiaries		148		2		—		(150)		—
Intercompany		81		(45)		(36)		—		—
		158		(1,191)		(1,534)		(101)		(2,668)
Earnings (loss) before interest and taxes		158		82		97		(150)		187
Interest expense		(68)		1		(7)		—		(74)
Debt refinancing and other costs		—		—		(1)		—		(1)
Total interest expense		(68)		1		(8)		—		(75)
Earnings (loss) before taxes		90		83		89		(150)		112
Tax (provision) benefit		9		(27)		(4)		—		(22)
Equity in results of affiliates, net of tax		—		1		9		—		10
Net earnings (loss)		99		57		94		(150)		100
Less net earnings attributable to
noncontrolling interests		—		—		(1)		—		(1)
Net earnings (loss) attributable to
Ball Corporation	$	99	$	57	$	93	$	(150)	$	99
Comprehensive earnings (loss) attributable to Ball Corporation	$	(7)	$	(45)	$	(12)	$	57	$	(7)

	Unaudited Condensed Consolidating Statement of Earnings
	Three Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	1,206	$	882	$	(58)	$	2,030
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(975)		(679)		58		(1,596)
Depreciation and amortization		(1)		(36)		(41)		—		(78)
Selling, general and administrative		(13)		(42)		(50)		—		(105)
Business consolidation and other activities		770		(6)		(736)		—		28
Equity in results of subsidiaries		(481)		286		1		194		—
Intercompany		60		(44)		(16)		—		—
		335		(817)		(1,521)		252		(1,751)
Earnings (loss) before interest and taxes		335		389		(639)		194		279
Interest expense		(38)		(1)		(2)		—		(41)
Debt refinancing and other costs		(36)		—		(10)		—		(46)
Total interest expense		(74)		(1)		(12)		—		(87)
Earnings (loss) before taxes		261		388		(651)		194		192
Tax (provision) benefit		46		(32)		100		—		114
Equity in results of affiliates, net of tax		—		1		—		—		1
Net earnings (loss)		307		357		(551)		194		307
Less net earnings attributable to
noncontrolling interests		—		—		—		—		—
Net earnings (loss) attributable to	$	307	$	357	$	(551)	$	194	$	307
Ball Corporation
Comprehensive earnings (loss) attributable  to Ball Corporation	$	323	$	385	$	(543)	$	158	$	323

	Unaudited Condensed Consolidating Statement of Earnings
	Six Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	2,388	$	3,004	$	(64)	$	5,328
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,969)		(2,340)		64		(4,245)
Depreciation and amortization		(3)		(73)		(301)		—		(377)
Selling, general and administrative		(100)		(79)		(92)		—		(271)
Business consolidation and other activities		(64)		(4)		(28)		—		(96)
Equity in results of subsidiaries		270		7		—		(277)		—
Intercompany		162		(87)		(75)		—		—
		265		(2,205)		(2,836)		(213)		(4,989)
Earnings (loss) before interest and taxes		265		183		168		(277)		339
Interest expense		(134)		3		(11)		—		(142)
Debt refinancing and other costs		—		—		(1)		—		(1)
Total interest expense		(134)		3		(12)		—		(143)
Earnings (loss) before taxes		131		186		156		(277)		196
Tax (provision) benefit		36		(64)		(16)		—		(44)
Equity in results of affiliates, net of tax		—		1		17		—		18
Net earnings		167		123		157		(277)		170
Less net earnings attributable to
noncontrolling interests		—		—		(3)		—		(3)
Net earnings attributable to
Ball Corporation	$	167	$	123	$	154	$	(277)	$	167
Comprehensive earnings (loss) attributable  to Ball Corporation	$	189	$	115	$	134	$	(249)	$	189

	Unaudited Condensed Consolidating Statement of Earnings
	Six Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	2,281	$	1,587	$	(83)	$	3,785
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,862)		(1,233)		83		(3,012)
Depreciation and amortization		(2)		(71)		(80)		—		(153)
Selling, general and administrative		(32)		(82)		(99)		—		(213)
Business consolidation and other activities		510		(23)		(726)		—		(239)
Equity in results of subsidiaries		(396)		322		—		74		—
Intercompany		110		(87)		(23)		—		—
		190		(1,803)		(2,161)		157		(3,617)
Earnings (loss) before interest and taxes		190		478		(574)		74		168
Interest expense		(75)		(1)		(3)		—		(79)
Debt refinancing and other costs		(96)		—		(10)		—		(106)
Total interest expense		(171)		(1)		(13)		—		(185)
Earnings (loss) before taxes		19		477		(587)		74		(17)
Tax (provision) benefit		161		(51)		87		—		197
Equity in results of affiliates, net of tax		—		—		—		—		—
Net earnings		180		426		(500)		74		180
Less net earnings attributable to
noncontrolling interests		—		—		—		—		—
Net earnings attributable to
Ball Corporation	$	180	$	426	$	(500)	$	74	$	180
Comprehensive earnings (loss) attributable  to Ball Corporation	$	227	$	483	$	(474)	$	(9)	$	227

	Unaudited Condensed Consolidating Balance Sheet
	June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Assets
Current assets
Cash and cash equivalents	$	5	$	—	$	428	$	—	$	433
Receivables, net		67		402		1,168		—		1,637
Intercompany receivables		43		116		959		(1,118)		—
Inventories, net		—		550		974		—		1,524
Other current assets		31		34		106		—		171
Total current assets		146		1,102		3,635		(1,118)		3,765
Noncurrent assets
Property, plant and equipment, net		34		1,138		3,252		—		4,424
Investment in subsidiaries		8,079		2,276		79		(10,434)		—
Goodwill		3		981		3,874		—		4,858
Intangible assets, net		17		71		2,424		—		2,512
Other assets		80		19		1,063		—		1,162
Total assets	$	8,359	$	5,587	$	14,327	$	(11,552)	$	16,721
Liabilities and Shareholders' Equity
Current liabilities
Short-term debt and current portion of long-term debt	$	273	$	—	$	49	$	—	$	322
Accounts payable		11		787		1,348		—		2,146
Intercompany payables		1,014		79		59		(1,152)		—
Accrued employee costs		18		120		153		—		291
Other current liabilities		289		70		232		—		591
Total current liabilities		1,605		1,056		1,841		(1,152)		3,350
Noncurrent liabilities
Long-term debt		6,409		—		817		—		7,226
Employee benefit obligations		346		362		721		—		1,429
Intercompany long-term notes		(3,394)		115		3,245		34		—
Deferred taxes		(353)		207		779		—		633
Other liabilities		142		15		216		—		373
Total liabilities		4,755		1,755		7,619		(1,118)		13,011
Common stock		1,060		635		4,426		(5,061)		1,060
Preferred stock		—		—		5		(5)		—
Retained earnings		4,849		4,018		2,743		(6,761)		4,849
Accumulated other comprehensive earnings (loss)		(919)		(821)		(572)		1,393		(919)
Treasury stock, at cost		(1,386)		—		—		—		(1,386)
Total Ball Corporation shareholders' equity		3,604		3,832		6,602		(10,434)		3,604
Noncontrolling interests		—		—		106		—		106
Total shareholders' equity		3,604		3,832		6,708		(10,434)		3,710
Total liabilities and shareholders' equity	$	8,359	$	5,587	$	14,327	$	(11,552)	$	16,721

	Unaudited Condensed Consolidating Balance Sheet
	December 31, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Assets
Current assets
Cash and cash equivalents	$	2	$	(11)	$	606	$	—	$	597
Receivables, net		96		450		945		—		1,491
Intercompany receivables		39		125		963		(1,127)		—
Inventories, net		—		516		897		—		1,413
Other current assets		40		33		79		—		152
Total current assets		177		1,113		3,490		(1,127)		3,653
Noncurrent assets
Property, plant and equipment, net		23		1,087		3,277		—		4,387
Investment in subsidiaries		7,815		2,289		79		(10,183)		—
Goodwill		—		990		4,105		—		5,095
Intangible assets, net		18		76		1,840		—		1,934
Other assets		94		20		990		—		1,104
Total assets	$	8,127	$	5,575	$	13,781	$	(11,310)	$	16,173
Liabilities and Shareholders' Equity
Current liabilities
Short-term debt and current portion of long-term debt	$	141	$	—	$	81	$	—	$	222
Accounts payable		18		771		1,244		—		2,033
Intercompany payables		1,010		52		65		(1,127)		—
Accrued employee costs		25		135		155		—		315
Other current liabilities		138		65		196		—		399
Total current liabilities		1,332		1,023		1,741		(1,127)		2,969
Noncurrent liabilities
Long-term debt		6,337		—		973		—		7,310
Employee benefit obligations		347		440		710		—		1,497
Intercompany long-term notes		(3,142)		178		2,964		—		—
Deferred taxes		(308)		198		549		—		439
Other liabilities		127		20		270		—		417
Total liabilities		4,693		1,859		7,207		(1,127)		12,632
Common stock		1,038		635		4,426		(5,061)		1,038
Preferred stock		—		—		5		(5)		—
Retained earnings		4,739		3,893		2,589		(6,482)		4,739
Accumulated other comprehensive earnings (loss)		(942)		(812)		(552)		1,365		(941)
Treasury stock, at cost		(1,401)		—		—		—		(1,401)
Total Ball Corporation shareholders' equity		3,434		3,716		6,468		(10,183)		3,435
Noncontrolling interests		—		—		106		—		106
Total shareholders' equity		3,434		3,716		6,574		(10,183)		3,541
Total liabilities and shareholders' equity	$	8,127	$	5,575	$	13,781	$	(11,310)	$	16,173

	Unaudited Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Consolidated Total
Cash provided by (used in) operating activities	$	219	$	123	$	(79)	$	263
Cash flows from investing activities capital expenditures		(15)		(138)		(87)		(240)
Business dispositions, net of cash sold		—		31		—		31
Other, net		2		26		(26)		2
Cash provided by (used in) investing activities		(13)		(81)		(113)		(207)
Cash flows from financing activities
Long-term borrowings		290		—		—		290
Repayments of long-term borrowings		(325)		—		(236)		(561)
Net change in short-term borrowings		131		—		(40)		91
Proceeds from issuances of common stock, net of shares used for taxes		14		—		—		14
Acquisitions of treasury stock		(3)		—		—		(3)
Common stock dividends		(58)		—		—		(58)
Intercompany		(252)		(30)		282		—
Other, net		—		(1)		—		(1)
Cash provided by (used in) financing activities		(203)		(31)		6		(228)
Effect of exchange rate changes on cash		—		—		8		8
Change in cash and cash equivalents		3		11		(178)		(164)
Cash and cash equivalents – beginning of period		2		(11)		606		597
Cash and cash equivalents – end of period	$	5	$	—	$	428	$	433

	Unaudited Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Consolidated Total
Cash provided by (used in) operating activities	$	(23)	$	158	$	(99)	$	36
Cash flows from investing activities capital expenditures		(6)		(97)		(170)		(273)
Business acquisition, net of cash acquired		4,506		(36)		(4,057)		413
Proceeds from dispositions, net of cash sold		884		—		1,931		2,815
Other, net		(91)		6		(1)		(86)
Cash provided by (used in) investing activities		5,293		(127)		(2,297)		2,869
Cash flows from financing activities
Long-term borrowings		2,195		—		1,629		3,824
Repayments of long-term borrowings		(590)		—		(31)		(621)
Net change in short-term borrowings		200		—		50		250
Proceeds from issuances of common stock, net of shares used for taxes		23		—		—		23
Acquisitions of treasury stock		(98)		—		—		(98)
Common stock dividends		(37)		—		—		(37)
Intercompany		(4,827)		(29)		4,856		—
Other, net		(11)		(1)		(9)		(21)
Cash provided by (used in) financing activities		(3,145)		(30)		6,495		3,320
Effect of exchange rate changes on cash		5		—		(55)		(50)
Change in cash and cash equivalents		2,130		1		4,044		6,175
Cash and cash equivalents – beginning of period		5		—		219		224
Cash and cash equivalents – end of period	$	2,135	$	1	$	4,263	$	6,399

Guarantees Relating to Senior Notes 

The second presentation of condensed consolidating financial information relates to the existing senior notes issued by the company and the full and unconditional guarantee of such senior notes on a joint and several basis by certain domestic subsidiaries of the company. Each of the guarantor subsidiaries is 100 percent owned by the company. As described in the supplemental indentures governing the company’s existing senior notes, the senior notes are to be guaranteed by any of the company’s domestic subsidiaries that guarantee any other indebtedness of the company. The following is unaudited condensed consolidating financial information for the company, segregating the guarantor subsidiaries and non-guarantor subsidiaries, as of June 30, 2017, and December 31, 2016, and for the three and six months ended June 30, 2017 and 2016. The condensed consolidating financial information presented below is not necessarily indicative of the financial position, results of operations, earnings or cash flows of the company or any of the company’s subsidiaries on a stand-alone basis.

	Unaudited Condensed Consolidating Statement of Earnings
	Three Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	1,273	$	1,631	$	(49)	$	2,855
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,066)		(1,253)		49		(2,270)
Depreciation and amortization		(2)		(37)		(190)		—		(229)
Selling, general and administrative		(55)		(16)		(57)		—		(128)
Business consolidation and other activities		(14)		(9)		(18)		—		(41)
Equity in results of subsidiaries		148		13		6		(167)		—
Intercompany		81		(43)		(38)		—		—
		158		(1,158)		(1,550)		(118)		(2,668)
Earnings (loss) before interest and taxes		158		115		81		(167)		187
Interest expense		(68)		1		(7)		—		(74)
Debt refinancing and other costs		—		—		(1)		—		(1)
Total interest expense		(68)		1		(8)		—		(75)
Earnings (loss) before taxes		90		116		73		(167)		112
Tax (provision) benefit		9		(26)		(5)		—		(22)
Equity in results of affiliates, net of tax		—		1		9		—		10
Net earnings (loss)		99		91		77		(167)		100
Less net earnings attributable to
noncontrolling interests		—		—		(1)		—		(1)
Net earnings (loss) attributable to
Ball Corporation	$	99	$	91	$	76	$	(167)	$	99
Comprehensive earnings (loss) attributable to Ball Corporation	$	(7)	$	(15)	$	(30)	$	45	$	(7)

	Unaudited Condensed Consolidating Statement of Earnings
	Three Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	1,206	$	882	$	(58)	$	2,030
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(975)		(679)		58		(1,596)
Depreciation and amortization		(1)		(36)		(41)		—		(78)
Selling, general and administrative		(13)		(42)		(50)		—		(105)
Business consolidation and other activities		770		(19)		(723)		—		28
Equity in results of subsidiaries		(481)		(541)		(810)		1,832		—
Intercompany		60		(43)		(17)		—		—
		335		(1,656)		(2,320)		1,890		(1,751)
Earnings (loss) before interest and taxes		335		(450)		(1,438)		1,832		279
Interest expense		(38)		(1)		(2)		—		(41)
Debt refinancing and other costs		(36)		—		(10)		—		(46)
Total interest expense		(74)		(1)		(12)		—		(87)
Earnings (loss) before taxes		261		(451)		(1,450)		1,832		192
Tax (provision) benefit		46		(32)		100		—		114
Equity in results of affiliates, net of tax		—		1		—		—		1
Net earnings (loss)		307		(482)		(1,350)		1,832		307
Less net earnings attributable to
noncontrolling interests		—		—		—		—		—
Net earnings (loss) attributable to	$	307	$	(482)	$	(1,350)	$	1,832	$	307
Ball Corporation
Comprehensive earnings (loss) attributable  to Ball Corporation	$	323	$	(461)	$	(1,342)	$	1,803	$	323

	Unaudited Condensed Consolidating Statement of Earnings
	Six Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	2,388	$	3,004	$	(64)	$	5,328
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,969)		(2,340)		64		(4,245)
Depreciation and amortization		(3)		(73)		(301)		—		(377)
Selling, general and administrative		(100)		(58)		(113)		—		(271)
Business consolidation and other activities		(64)		(5)		(27)		—		(96)
Equity in results of subsidiaries		270		17		(1)		(286)		—
Intercompany		162		(83)		(79)		—		—
		265		(2,171)		(2,861)		(222)		(4,989)
Earnings (loss) before interest and taxes		265		217		143		(286)		339
Interest expense		(134)		3		(11)		—		(142)
Debt refinancing and other costs		—		—		(1)		—		(1)
Total interest expense		(134)		3		(12)		—		(143)
Earnings (loss) before taxes		131		220		131		(286)		196
Tax (provision) benefit		36		(64)		(16)		—		(44)
Equity in results of affiliates, net of tax		—		1		17		—		18
Net earnings		167		157		132		(286)		170
Less net earnings attributable to
noncontrolling interests		—		—		(3)		—		(3)
Net earnings attributable to
Ball Corporation	$	167	$	157	$	129	$	(286)	$	167
Comprehensive earnings (loss) attributable  to Ball Corporation	$	189	$	154	$	114	$	(268)	$	189

	Unaudited Condensed Consolidating Statement of Earnings
	Six Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	2,281	$	1,587	$	(83)	$	3,785
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,862)		(1,233)		83		(3,012)
Depreciation and amortization		(2)		(71)		(80)		—		(153)
Selling, general and administrative		(32)		(82)		(99)		—		(213)
Business consolidation and other activities		510		(23)		(726)		—		(239)
Equity in results of subsidiaries		(396)		(505)		(811)		1,712		—
Intercompany		110		(84)		(26)		—		—
		190		(2,627)		(2,975)		1,795		(3,617)
Earnings (loss) before interest and taxes		190		(346)		(1,388)		1,712		168
Interest expense		(75)		(1)		(3)		—		(79)
Debt refinancing and other costs		(96)		—		(10)		—		(106)
Total interest expense		(171)		(1)		(13)		—		(185)
Earnings (loss) before taxes		19		(347)		(1,401)		1,712		(17)
Tax (provision) benefit		161		(51)		87		—		197
Equity in results of affiliates, net of tax		—		—		—		—		—
Net earnings		180		(398)		(1,314)		1,712		180
Less net earnings attributable to
noncontrolling interests		—		—		—		—		—
Net earnings attributable to
Ball Corporation	$	180	$	(398)	$	(1,314)	$	1,712	$	180
Comprehensive earnings (loss) attributable  to Ball Corporation	$	227	$	(348)	$	(1,288)	$	1,636	$	227

	Unaudited Condensed Consolidating Balance Sheet
	June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Assets
Current assets
Cash and cash equivalents	$	5	$	—	$	428	$	—	$	433
Receivables, net		67		404		1,166		—		1,637
Intercompany receivables		43		491		959		(1,493)		—
Inventories, net		—		550		974		—		1,524
Other current assets		31		40		100		—		171
Total current assets		146		1,485		3,627		(1,493)		3,765
Noncurrent assets
Property, plant and equipment, net		34		1,139		3,251		—		4,424
Investment in subsidiaries		8,079		4,291		426		(12,796)		—
Goodwill		3		981		3,874		—		4,858
Intangible assets, net		17		71		2,424		—		2,512
Other assets		80		300		782		—		1,162
Total assets	$	8,359	$	8,267	$	14,384	$	(14,289)	$	16,721
Liabilities and Shareholders' Equity
Current liabilities
Short-term debt and current portion of long-term debt	$	273	$	—	$	49	$	—	$	322
Accounts payable		11		787		1,348		—		2,146
Intercompany payables		1,014		79		434		(1,527)		—
Accrued employee costs		18		133		140		—		291
Other current liabilities		289		75		227		—		591
Total current liabilities		1,605		1,074		2,198		(1,527)		3,350
Noncurrent liabilities
Long-term debt		6,409		—		817		—		7,226
Employee benefit obligations		346		669		414		—		1,429
Intercompany long-term notes		(3,394)		1,978		1,382		34		—
Deferred taxes		(353)		241		745		—		633
Other liabilities		142		31		200		—		373
Total liabilities		4,755		3,993		5,756		(1,493)		13,011
Common stock		1,060		1,127		6,294		(7,421)		1,060
Preferred stock		—		—		5		(5)		—
Retained earnings		4,849		3,988		2,790		(6,778)		4,849
Accumulated other comprehensive earnings (loss)		(919)		(841)		(567)		1,408		(919)
Treasury stock, at cost		(1,386)		—		—		—		(1,386)
Total Ball Corporation shareholders' equity		3,604		4,274		8,522		(12,796)		3,604
Noncontrolling interests		—		—		106		—		106
Total shareholders' equity		3,604		4,274		8,628		(12,796)		3,710
Total liabilities and shareholders' equity	$	8,359	$	8,267	$	14,384	$	(14,289)	$	16,721

	Unaudited Condensed Consolidating Balance Sheet
	December 31, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Assets
Current assets
Cash and cash equivalents	$	2	$	(11)	$	606	$	—	$	597
Receivables, net		96		450		945		—		1,491
Intercompany receivables		39		467		963		(1,469)		—
Inventories, net		—		516		897		—		1,413
Other current assets		40		39		73		—		152
Total current assets		177		1,461		3,484		(1,469)		3,653
Noncurrent assets
Property, plant and equipment, net		23		1,087		3,277		—		4,387
Investment in subsidiaries		7,815		4,291		423		(12,529)		—
Goodwill		—		985		4,110		—		5,095
Intangible assets, net		18		76		1,840		—		1,934
Other assets		94		306		704		—		1,104
Total assets	$	8,127	$	8,206	$	13,838	$	(13,998)	$	16,173
Liabilities and Shareholders' Equity
Current liabilities
Short-term debt and current portion of long-term debt	$	141	$	—	$	81	$	—	$	222
Accounts payable		18		772		1,243		—		2,033
Intercompany payables		1,010		53		408		(1,471)		—
Accrued employee costs		25		152		138		—		315
Other current liabilities		138		69		192		—		399
Total current liabilities		1,332		1,046		2,062		(1,471)		2,969
Noncurrent liabilities
Long-term debt		6,337		—		973		—		7,310
Employee benefit obligations		347		760		390		—		1,497
Intercompany long-term notes		(3,142)		2,018		1,122		2		—
Deferred taxes		(308)		232		515		—		439
Other liabilities		127		35		255		—		417
Total liabilities		4,693		4,091		5,317		(1,469)		12,632
Common stock		1,038		1,120		6,301		(7,421)		1,038
Preferred stock		—		—		5		(5)		—
Retained earnings		4,739		3,832		2,661		(6,493)		4,739
Accumulated other comprehensive earnings (loss)		(942)		(837)		(552)		1,390		(941)
Treasury stock, at cost		(1,401)		—		—		—		(1,401)
Total Ball Corporation shareholders' equity		3,434		4,115		8,415		(12,529)		3,435
Noncontrolling interests		—		—		106		—		106
Total shareholders' equity		3,434		4,115		8,521		(12,529)		3,541
Total liabilities and shareholders' equity	$	8,127	$	8,206	$	13,838	$	(13,998)	$	16,173

	Unaudited Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Consolidated Total
Cash provided by (used in) operating activities	$	219	$	127	$	(83)	$	263
Cash flows from investing activities capital expenditures		(15)		(138)		(87)		(240)
Proceeds from dispositions, net of cash sold		—		31		—		31
Other, net		2		31		(31)		2
Cash provided by (used in) investing activities		(13)		(76)		(118)		(207)
Cash flows from financing activities
Long-term borrowings		290		—		—		290
Repayments of long-term borrowings		(325)		—		(236)		(561)
Net change in short-term borrowings		131		—		(40)		91
Proceeds from issuances of common stock, net of shares used for taxes		14		—		—		14
Acquisitions of treasury stock		(3)		—		—		(3)
Common stock dividends		(58)		—		—		(58)
Intercompany		(252)		(39)		291		—
Other, net		—		(1)		—		(1)
Cash provided by (used in) financing activities		(203)		(40)		15		(228)
Effect of exchange rate changes on cash		—		—		8		8
Change in cash and cash equivalents		3		11		(178)		(164)
Cash and cash equivalents – beginning of period		2		(11)		606		597
Cash and cash equivalents – end of period	$	5	$	—	$	428	$	433

	Unaudited Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Consolidated Total
Cash provided by (used in) operating activities	$	(23)	$	162	$	(103)	$	36
Cash flows from investing activities capital expenditures		(6)		(97)		(170)		(273)
Business acquisition, net of cash acquired		4,506		(1,890)		(2,203)		413
Proceeds from dispositions, net of cash sold		884		—		1,931		2,815
Other, net		(91)		6		(1)		(86)
Cash provided by (used in) investing activities		5,293		(1,981)		(443)		2,869
Cash flows from financing activities
Long-term borrowings		2,195		—		1,629		3,824
Repayments of long-term borrowings		(590)		—		(31)		(621)
Net change in short-term borrowings		200		—		50		250
Proceeds from issuances of common stock, net of shares used for taxes		23		—		—		23
Acquisitions of treasury stock		(98)		—		—		(98)
Common stock dividends		(37)		—		—		(37)
Intercompany		(4,827)		1,820		3,007		—
Other, net		(11)		(1)		(9)		(21)
Cash provided by (used in) financing activities		(3,145)		1,819		4,646		3,320
Effect of exchange rate changes on cash		5		3		(58)		(50)
Change in cash and cash equivalents		2,130		3		4,042		6,175
Cash and cash equivalents – beginning of period		5		—		219		224
Cash and cash equivalents – end of period	$	2,135	$	3	$	4,261	$	6,399

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Subsequent events

6 Months Ended

Jun. 30, 2017

Subsequent events

Subsequent events

21.     Subsequent Events

On July 31, 2017, the company ceased production at its Recklinghausen, Germany, facilities. Additionally, an agreement with the facilities' Works Council(s) was reached allowing for the permanent closures of the Recklinghausen beverage container and end production facilities, which employ approximately 360 individuals at the time of the closures.

As a result of the closures, an after-tax charge of approximately €62 million is expected to be recorded in the company's results. Approximately 80 percent of the charge will be for employee severance, placement, pension and other employee benefit costs, approximately 10 percent will be for equipment removal and cleanup costs and approximately 10 percent will be for accelerated depreciation and write-downs to net realizable value of certain fixed assets, related spare parts and inventory. All charges are expected to be incurred through the end of the second quarter of 2018.

On August 7, 2017, Ball entered into a privately negotiated accelerated share repurchase agreement to purchase approximately $100 million of its common shares using cash on hand and available borrowings.  The transaction is expected to reduce Ball's outstanding common shares by approximately 2.5 million shares, subject to certain conditions and a market price adjustment provision at the conclusion of the transaction.

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Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2017

Basis of Presentation

Schedule of Error Corrections and Prior Period Adjustments [Table Text Block]

($ in millions, except per share amounts)	Three Months Ended June 30, 2016						Six Months Ended June 30, 2016
2016	As Previously Reported		Adjustments (a)		As Revised		As Previously Reported		Adjustments (a)		As Revised
Business consolidation and other activities	$	27	$	1	$	28	$	(240)	$	1	$	(239)
Earnings before interest and taxes		278		1		279		167		1		168
Earnings (loss) before taxes		191		1		192		(18)		1		(17)
Tax (provision) benefit		146		(32)		114		229		(32)		197
Net earnings		338		(31)		307		211		(31)		180
Net earnings attributable to Ball Corporation		338		(31)		307		211		(31)		180
Basic earnings per share (b)		1.19		(0.11)		1.08		0.74		(0.11)		0.63
Diluted earnings per share (b)		1.17		(0.11)		1.06		0.73		(0.11)		0.62

(a) The company revised the amounts originally reported for the second quarter of 2016 for the following items:

· Recorded $13 million of expense in business consolidation and other activities for payroll tax obligations associated with compensation arrangements for the Rexam acquisition that should have been accrued upon the change of control in the second quarter of 2016. The company identified this error during the third quarter of 2016, and recorded and disclosed the correction in the third quarter of 2016 as an out-of-period adjustment.

· Recorded $14 million of additional net gain on the sale of the Divestment Business in business consolidation and other activities for assets received by the buyer that should have been included in the amount owed to the company and liabilities that should have been derecognized by the company at the date of sale, as well as other insignificant items.

· Recorded $30 million of tax expense associated with using an incorrect tax basis for the gain on the sale of the Divestment Business and an additional $2 million of tax expense associated with the tax effects of the adjustments noted above. 

(b) Amounts in 2016 have been retrospectively adjusted for the two-for-one stock split that was effective on May 16, 2017.

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Business Segment Information (Tables)

6 Months Ended

Jun. 30, 2017

Business Segment Information

Summary of business by segment

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2017		2016		2017		2016
Net sales
Beverage packaging, North and Central America	$	1,151	$	844	$	2,100	$	1,577
Beverage packaging, South America		349		133		720		258
Beverage packaging, Europe		665		479		1,173		835
Food and aerosol packaging		274		298		546		583
Aerospace		257		193		493		373
Reportable segment sales		2,696		1,947		5,032		3,626
Other		159		83		296		159
Net sales	$	2,855	$	2,030	$	5,328	$	3,785
Comparable operating earnings
Beverage packaging, North and Central America (b)	$	156	$	118	$	279	$	211
Beverage packaging, South America (b)		69		22		127		39
Beverage packaging, Europe (b)		63		74		110		113
Food and aerosol packaging		25		33		46		53
Aerospace		26		19		47		37
Reportable segment comparable operating earnings		339		266		609		453
Reconciling items
Other (a) (b)		(21)		(15)		(52)		(46)
Business consolidation and other activities		(41)		28		(96)		(239)
Amortization of acquired Rexam intangibles		(51)		—		(83)		—
Catch-up depreciation and amortization for 2016 from finalization of Rexam valuation		(39)		—		(39)		—
Earnings before interest and taxes		187		279		339		168
Interest expense		(74)		(41)		(142)		(79)
Debt refinancing and other costs		(1)		(46)		(1)		(106)
Total interest expense		(75)		(87)		(143)		(185)
Earnings (loss) before taxes		112		192		196		(17)
Tax (provision) benefit		(22)		114		(44)		197
Equity in results of affiliates, net of tax		10		1		18		—
Net earnings		100		307		170		180
Net earnings attributable to noncontrolling interests		(1)		—		(3)		—
Net earnings attributable to Ball Corporation	$	99	$	307	$	167	$	180

(a) Includes undistributed corporate expenses, net, of $32 million and $12 million for the three months ended June 30, 2017 and 2016, respectively, and $77 million and $35 million for the six months ended June 30, 2017 and 2016, respectively.

(b) The three months ended June 30, 2017, includes catch-up depreciation for the three months ended March 31, 2017, from the finalization of fair values and useful lives for the Rexam acquisition associated with the following segments: $8 million for beverage packaging, Europe; $1 million for beverage packaging, North and Central America; $1 million for beverage packaging, South America; and $1 million for other.

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2017

Acquisitions and Dispositions

Summary of divestment business

	Three Months Ended		Six Months Ended
($ in millions)	June 30,  2016		June 30,  2016
Earnings before taxes	$	67	$	104
Earnings before taxes attributable to Ball Corporation		67		104

Summary of net assets acquired

	June 30,
($ in millions)	2016
Cash	$	450
Receivables, net		778
Inventories, net		782
Other current assets		165
Assets held for sale (sold to Ardagh on June 30, 2016)		911
Total current assets		3,086
Property, plant and equipment		2,301
Goodwill		3,415
Intangible assets		2,478
Restricted cash		174
Other assets		490
Total assets acquired		11,944
Short-term debt and current portion of long-term debt		2,792
Accounts payable		858
Accrued employee costs		135
Liabilities held for sale (sold to Ardagh on June 30, 2016)		7
Other current liabilities		373
Total current liabilities		4,165
Long-term debt		28
Employee benefit obligations		508
Deferred taxes and other liabilities		993
Total liabilities assumed		5,694
Net assets acquired		6,250
Noncontrolling interests		(90)
Aggregate value of consideration paid	$	6,160

Summary of certain intangible assets

($ in millions)	Fair Value		Weighted- Average Estimated Useful Life (in Years)
Customer relationships	$	2,437	17
Trademarks		41	3
	$	2,478

Summary of unaudited pro forma consolidated results of operations

	Three Months Ended		Six Months Ended
($ in millions, except per share amounts)	June 30,  2016		June 30,  2016
Net sales (1)	$	2,761	$	5,179
Net earnings attributable to Ball Corporation (2)		28		26
Basic earnings per share		0.08		0.07
Diluted earnings per share		0.08		0.07

(1) Net sales were adjusted to include net sales of Rexam. The company also excluded the net sales attributable to the Divestment Business.

(2) Pro forma adjustments to net earnings attributable to Ball Corporation were adjusted as follows:

· Excludes acquisition-related transaction costs and debt refinancing costs incurred in the three and six months ended June 30, 2016.

· Includes interest expense associated with the new debt utilized to finance the acquisition.

· Includes depreciation and amortization expense based on the increased fair value of property, plant and equipment and amortizable intangible assets acquired.

· Excludes net earnings attributable to the Divestment Business for the three and six months ended June 30, 2016.

· Excludes the gain on sale of the Divestment Business in the three and six months ended June 30, 2016.

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Business Consolidation and Other Activities (Tables)

6 Months Ended

Jun. 30, 2017

Business Consolidation and Other Activities

Summary of business consolidation and other activity (charges) / income included in the condensed consolidated statements of earnings

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2017		2016		2017		2016
Beverage packaging, North and Central America	$	(7)	$	(3)	$	(11)	$	(6)
Beverage packaging, South America		(3)		(9)		—		(9)
Beverage packaging, Europe		(4)		(5)		(7)		(9)
Food and aerosol packaging		(1)		(3)		9		(17)
Other		(26)		48		(87)		(198)
	$	(41)	$	28	$	(96)	$	(239)

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Receivables (Tables)

6 Months Ended

Jun. 30, 2017

Receivables

Schedule of receivables

	June 30,		December 31,
($ in millions)	2017		2016
Trade accounts receivable	$	1,342	$	1,169
Less allowance for doubtful accounts		(10)		(11)
Net trade accounts receivable		1,332		1,158
Other receivables		305		333
	$	1,637	$	1,491

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Inventories (Tables)

6 Months Ended

Jun. 30, 2017

Inventories

Schedule of inventories

	June 30,		December 31,
($ in millions)	2017		2016
Raw materials and supplies	$	665	$	607
Work-in-process and finished goods		896		839
Less inventory reserves		(37)		(33)
	$	1,524	$	1,413

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Property, Plant and Equipment (Tables)

6 Months Ended

Jun. 30, 2017

Property, Plant and Equipment

Schedule of property, plant and equipment

	June 30,		December 31,
($ in millions)	2017		2016
Land	$	171	$	105
Buildings		1,357		1,301
Machinery and equipment		4,986		4,723
Construction-in-progress		432		503
		6,946		6,632
Accumulated depreciation		(2,522)		(2,245)
	$	4,424	$	4,387

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Goodwill (Tables)

6 Months Ended

Jun. 30, 2017

Goodwill and Intangible Assets

Schedule of goodwill

($ in millions)	Beverage Packaging, North & Central America		Beverage Packaging, South America		Beverage Packaging, Europe		Food & Aerosol Packaging		Aerospace		Other		Total
Balance at December 31, 2016	$	1,614	$	970	$	1,632	$	599	$	40	$	240	$	5,095
Opening balance sheet adjustments		(340)		328		(276)		—		—		(68)		(356)
Business dispositions		—		—		—		(9)		—		—		(9)
Effects of currency exchange rates		—		—		106		12		—		10		128
Balance at June 30, 2017	$	1,274	$	1,298	$	1,462	$	602	$	40	$	182	$	4,858

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Intangible Assets,net (Tables)

6 Months Ended

Jun. 30, 2017

Goodwill and Intangible Assets

Schedule of Finite-Lived Intangible Assets

	June 30,		December 31,
($ in millions)	2017		2016
Acquired Rexam intangibles (net of accumulated amortization of $160 million at June 30, 2017, and $62 million at December 31, 2016)	$	2,340	$	1,766
Capitalized software (net of accumulated amortization of $112 million at June 30, 2017, and $87 million at December 31, 2016)		86		79
Other intangibles (net of accumulated amortization of $155 million at June 30, 2017, and $143 million at December 31, 2016)		86		89
	$	2,512	$	1,934

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Other Assets (Tables)

6 Months Ended

Jun. 30, 2017

Other Assets..

Schedule of other assets

	June 30,		December 31,
($ in millions)	2017		2016
Long-term deferred tax assets	$	447	$	443
Long-term pension asset		163		147
Investments in affiliates		252		204
Company and trust-owned life insurance		166		146
Other		134		164
	$	1,162	$	1,104

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Debt and Interest Costs (Tables)

6 Months Ended

Jun. 30, 2017

Debt and Interest Costs

Schedule of long-term debt

	June 30,		December 31,
($ in millions)	2017		2016
Senior Notes
5.25% due July 2025	$	1,000	$	1,000
4.375% due December 2020		1,000		1,000
4.00% due November 2023		1,000		1,000
4.375%, euro denominated, due December 2023		800		736
5.00% due March 2022		750		750
3.50%, euro denominated, due December 2020		457		421
Senior Credit Facilities, due March 2021 (at variable rates)
Term A loan, due June 2021		1,348		1,383
Term A loan, euro denominated, due June 2021		801		954
Multi-currency, U.S. dollar revolver, due March 2021		190		190
Other (including debt issuance costs)		(42)		(45)
		7,304		7,389
Less: Current portion of long-term debt		(78)		(79)
	$	7,226	$	7,310

Schedule of Debt Refinancing and Other Costs

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2017		2016		2017		2016
Debt Refinancing and Other Costs:
Interest expense on 3.5% and 4.375% senior notes	$	—	$	(25)	$	—	$	(49)
Refinancing of bridge and revolving credit facilities		—		(17)		—		(30)
Economic hedge - interest rate risk		—		(4)		—		(20)
Amortization of unsecured, committed bridge facility financing fees		—		—		—		(7)
Individually insignificant items		(1)		—		(1)		—
	$	(1)	$	(46)	$	(1)	$	(106)

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Employee Benefit Obligations (Tables)

6 Months Ended

Jun. 30, 2017

Employee Benefit Obligations

Schedule of employee benefit obligations

	June 30,		December 31,
($in millions)	2017		2016
Underfunded defined benefit pension liabilities	$	897	$	963
Less: Current portion		(26)		(25)
Long-term defined benefit pension liabilities		871		938
Retiree medical and other postemployment benefits		217		226
Deferred compensation plans		280		272
Other		61		61
	$	1,429	$	1,497

Components of net periodic benefit cost

	Three Months Ended June 30,
	2017						2016
($ in millions)	U.S.		Foreign		Total		U.S.		Foreign			Total
Ball-sponsored plans:
Service cost	$	12	$	4	$	16	$	12	$	3		$	15
Interest cost		33		22		55		15		5			20
Expected return on plan assets		(33)		(26)		(59)		(18)		(5)			(23)
Recognized net actuarial loss		9		1		10		8		1			9
Curtailment and settlement losses (gains) including special termination benefits		—		—		—		—		80	(a)		80
Net periodic benefit cost for Ball sponsored plans		21		1		22		17		84			101
Net periodic benefit cost for multi-employer plans		1		—		1		—		—			—
Total net periodic benefit cost	$	22	$	1	$	23	$	17	$	84		$	101

(a) Amount relates to plans transferred to the Divestment Business.

	Six Months Ended June 30,
	2017						2016
($ in millions)	U.S.		Foreign		Total		U.S.		Foreign			Total
Ball-sponsored plans:
Service cost	$	24	$	8	$	32	$	24	$	6		$	30
Interest cost		66		44		110		30		9			39
Expected return on plan assets		(66)		(52)		(118)		(36)		(9)			(45)
Recognized net actuarial loss		18		2		20		15		3			18
Curtailment and settlement losses (gains) including special termination benefits		—		—		—		—		80	(a)		80
Net periodic benefit cost for Ball sponsored plans		42		2		44		33		89			122
Net periodic benefit cost for multi-employer plans		2		—		2		1		—			1
Total net periodic benefit cost	$	44	$	2	$	46	$	34	$	89		$	123

(a) Amount relates to plans transferred to the Divestment Business.

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Shareholders’ Equity and Comprehensive Earnings (Tables)

6 Months Ended

Jun. 30, 2017

Shareholders’ Equity

Schedule of activity related to accumulated other comprehensive earnings (loss)

($ in millions)	Foreign Currency Translation (Net of Tax)		Pension and Other Postretirement Benefits            (Net of Tax)		Effective Derivatives (Net of Tax)		Accumulated Other Comprehensive Earnings (Loss)
Balance at December 31, 2016	$	(329)	$	(590)	$	(22)	$	(941)
Other comprehensive earnings (loss) before reclassifications		(3)		(23)		(25)		(51)
Amounts reclassified from accumulated other comprehensive earnings (loss)		—		11		62		73
Balance at June 30, 2017	$	(332)	$	(602)	$	15	$	(919)

Information related to amounts recognized into net earnings from accumulated other comprehensive earnings (loss)

	Three Months Ended June 30,				Six Months Ended June 30,
($  in millions)	2017		2016		2017		2016
Gains (losses) on cash flow hedges:
Commodity contracts recorded in net sales	$	—	$	—	$	(3)	$	3
Commodity contracts recorded in cost of sales		9		(3)		17		(10)
Currency exchange contracts recorded in selling, general and administrative		—		(1)		—		(1)
Cross-currency swaps recorded in selling, general and administrative		(71)		1		(84)		1
Cross-currency swaps recorded in interest expense		5		—		10		—
Commodity and currency exchange contracts attributable to the divestment business recorded in business consolidation and other activities		—		(4)		—		(4)
Total before tax effect		(57)		(7)		(60)		(11)
Tax benefit (expense) on amounts reclassified into earnings		13		—		(2)		(2)
Recognized gain (loss)	$	(44)	$	(7)	$	(62)	$	(13)
Amortization of pension and other postretirement benefits: (a)
Prior service income (expense)	$	—	$	2	$	—	$	2
Actuarial gains (losses)		(8)		(90)		(17)		(99)
Total before tax effect		(8)		(88)		(17)		(97)
Tax benefit (expense) on amounts reclassified into earnings		3		23		6		26
Recognized gain (loss)	$	(5)	$	(65)	$	(11)	$	(71)

(a) The pension components are included in the computation of net periodic benefit cost included in Note 13.

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Stock-Based Compensation Programs (Tables)

6 Months Ended

Jun. 30, 2017

Stock-Based Compensation Programs

Schedule of weighted average assumptions used for estimating fair values of options

	April 2017		January 2017		July 2016		January 2016
Expected dividend yield	1.06	%	0.68	%	0.73	%	0.79	%
Expected stock price volatility	18.89	%	20.49	%	24.14	%	29.25	%
Risk-free interest rate	1.95	%	2.07	%	1.22	%	1.57	%
Expected life of options (in years)	5.94	years	5.94	years	6.10	years	5.94	years

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Earnings and Dividends Per Share (Tables)

6 Months Ended

Jun. 30, 2017

Earnings Per Share

Schedule of earnings per share

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions, except per share amounts; shares in thousands)	2017		2016		2017		2016
Net earnings attributable to Ball Corporation	$	99	$	307	$	167	$	180
Basic weighted average common shares (a)		351,066		284,076		350,560		283,832
Effect of dilutive securities (a)		7,913		6,378		7,946		6,498
Weighted average shares applicable to diluted earnings per share (a)		358,979		290,454		358,506		290,330
Per basic share (a)	$	0.28	$	1.08	$	0.48	$	0.63
Per diluted share (a)	$	0.28	$	1.06	$	0.47	$	0.62

(a) Amounts in 2016 have been retrospectively adjusted for the two-for-one stock split that was effective on May 16, 2017.

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Financial Instruments and Risk Management (Tables)

6 Months Ended

Jun. 30, 2017

Financial Instruments and Risk Management

Schedule of fair value of derivative instruments

	June 30, 2017						December 31, 2016
($ in millions)	Derivatives Designated as Hedging Instruments		Derivatives not Designated as Hedging Instruments		Total		Derivatives Designated as Hedging Instruments		Derivatives not Designated as Hedging Instruments		Total
Assets:
Commodity contracts	$	29	$	2	$	31	$	17	$	1	$	18
Foreign currency contracts		2		9		11		1		—		1
Interest rate and other contracts		—		3		3		—		21		21
Total current derivative contracts	$	31	$	14	$	45	$	18	$	22	$	40
Commodity contracts	$	6	$	—	$	6	$	7	$	—	$	7
Interest rate and other contracts		—		—		—		39		—		39
Total noncurrent derivative contracts	$	6	$	—	$	6	$	46	$	—	$	46
Liabilities:
Commodity contracts	$	6	$	2	$	8	$	3	$	—	$	3
Foreign currency contracts		—		31		31		—		22		22
Total current derivative contracts	$	6	$	33	$	39	$	3	$	22	$	25
Commodity contracts	$	1	$	—	$	1	$	—	$	—	$	—
Foreign currency contracts		39		—		39		—		—		—
Total noncurrent derivative contracts	$	40	$	—	$	40	$	—	$	—	$	—

Schedule of impact on earnings from derivative instruments

		Three Months Ended June 30,
		2017				2016
($ in millions)	Location of Gain (Loss) Recognized in Earnings on Derivatives	Cash Flow Hedge - Reclassified Amount from Accumulated Other Comprehensive Earnings (Loss)		Gain (Loss) on Derivatives not Designated as Hedge Instruments		Cash Flow Hedge - Reclassified Amount from Accumulated Other Comprehensive Earnings (Loss)		Gain (Loss) on Derivatives not Designated as Hedge Instruments
Commodity contracts - manage exposure to supplier pricing	Cost of sales	$	9	$	(4)	$	(3)	$	—
Interest rate contracts - manage exposure for forecasted Rexam financing	Debt refinancing and other costs		—		—		—		(4)
Foreign currency contracts - manage general exposure with the business	Selling, general and administrative		—		(14)		(1)		36
Foreign currency contracts - manage exposure for proposed acquisition of Rexam	Business consolidation and other activities		—		—		—		1
Cross-currency swaps - manage exposure for proposed acquisition of Rexam	Business consolidation and other activities		—		—		—		32
Cross-currency swaps - manage intercompany currency exposure within the business	Selling, general and administrative		(71)		—		1		—
Cross-currency swaps - manage intercompany currency exposure within the business	Interest expense		5		—		—		—
Commodity contracts and currency exchange contracts - attributed to the divestment business	Business consolidation and other activities		—		—		(4)		—
Equity and inflation contracts	Selling, general and administrative		—		13		—		1
Total		$	(57)	$	(5)	$	(7)	$	66

		Six Months Ended June 30,
		2017				2016
($ in millions)	Location of Gain (Loss) Recognized in Earnings on Derivatives	Cash Flow Hedge - Reclassified Amount from Accumulated Other Comprehensive Earnings (Loss)		Gain (Loss) on Derivatives not Designated as Hedge Instruments		Cash Flow Hedge - Reclassified Amount from Accumulated Other Comprehensive Earnings (Loss)		Gain (Loss) on Derivatives not Designated as Hedge Instruments
Commodity contracts - manage exposure to customer pricing	Net sales	$	(3)	$	(2)	$	3	$	—
Commodity contracts - manage exposure to supplier pricing	Cost of sales		17		(3)		(10)		—
Interest rate contracts - manage exposure for forecasted Rexam financing	Debt refinancing and other costs		—		—		—		(20)
Foreign currency contracts - manage general exposure with the business	Selling, general and administrative		—		(29)		(1)		36
Foreign currency contracts - manage exposure for acquisition of Rexam	Business consolidation and other activities		—		—		—		(87)
Cross-currency swaps - manage exposure for acquisition of Rexam	Business consolidation and other activities		—		—		—		(4)
Cross-currency swaps - manage intercompany currency exposure within the business	Selling, general and administrative		(84)		—		1		—
Cross-currency swaps - manage intercompany currency exposure within the business	Interest expense		10		—		—		—
Commodity contracts and currency exchange contracts - attributed to the Divestment Business	Business consolidation and other activities		—		—		(4)		—
Equity contracts	Selling, general and administrative		—		10		—		(1)
Total		$	(60)	$	(24)	$	(11)	$	(76)

Schedule of changes in accumulated other comprehensive earnings (loss) for effective derivatives

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2017		2016		2017		2016
Amounts reclassified into earnings:
Commodity contracts	$	(9)	$	3	$	(14)	$	7
Cross-currency swap contracts		66		(1)		74		(1)
Commodity and currency exchange contracts attributed to the divestment business		—		4		—		4
Currency exchange contracts		—		1		—		1
Change in fair value of cash flow hedges:
Commodity contracts		(28)		13		23		6
Interest rate contracts				1		1		—
Cross-currency swap contracts		(66)		(6)		(69)		(6)
Currency exchange contracts		2		(3)		1		1
Foreign currency and tax impacts		15		(2)		21		(2)
	$	(20)	$	10	$	37	$	10

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Subsidiary Guarantees of Debt (Tables)

6 Months Ended

Jun. 30, 2017

Schedule of Condensed Consolidating Statement of Earnings

	Unaudited Condensed Consolidating Statement of Earnings
	Three Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	1,273	$	1,631	$	(49)	$	2,855
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,066)		(1,253)		49		(2,270)
Depreciation and amortization		(2)		(37)		(190)		—		(229)
Selling, general and administrative		(55)		(37)		(36)		—		(128)
Business consolidation and other activities		(14)		(8)		(19)		—		(41)
Equity in results of subsidiaries		148		2		—		(150)		—
Intercompany		81		(45)		(36)		—		—
		158		(1,191)		(1,534)		(101)		(2,668)
Earnings (loss) before interest and taxes		158		82		97		(150)		187
Interest expense		(68)		1		(7)		—		(74)
Debt refinancing and other costs		—		—		(1)		—		(1)
Total interest expense		(68)		1		(8)		—		(75)
Earnings (loss) before taxes		90		83		89		(150)		112
Tax (provision) benefit		9		(27)		(4)		—		(22)
Equity in results of affiliates, net of tax		—		1		9		—		10
Net earnings (loss)		99		57		94		(150)		100
Less net earnings attributable to
noncontrolling interests		—		—		(1)		—		(1)
Net earnings (loss) attributable to
Ball Corporation	$	99	$	57	$	93	$	(150)	$	99
Comprehensive earnings (loss) attributable to Ball Corporation	$	(7)	$	(45)	$	(12)	$	57	$	(7)

	Unaudited Condensed Consolidating Statement of Earnings
	Three Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	1,206	$	882	$	(58)	$	2,030
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(975)		(679)		58		(1,596)
Depreciation and amortization		(1)		(36)		(41)		—		(78)
Selling, general and administrative		(13)		(42)		(50)		—		(105)
Business consolidation and other activities		770		(6)		(736)		—		28
Equity in results of subsidiaries		(481)		286		1		194		—
Intercompany		60		(44)		(16)		—		—
		335		(817)		(1,521)		252		(1,751)
Earnings (loss) before interest and taxes		335		389		(639)		194		279
Interest expense		(38)		(1)		(2)		—		(41)
Debt refinancing and other costs		(36)		—		(10)		—		(46)
Total interest expense		(74)		(1)		(12)		—		(87)
Earnings (loss) before taxes		261		388		(651)		194		192
Tax (provision) benefit		46		(32)		100		—		114
Equity in results of affiliates, net of tax		—		1		—		—		1
Net earnings (loss)		307		357		(551)		194		307
Less net earnings attributable to
noncontrolling interests		—		—		—		—		—
Net earnings (loss) attributable to	$	307	$	357	$	(551)	$	194	$	307
Ball Corporation
Comprehensive earnings (loss) attributable  to Ball Corporation	$	323	$	385	$	(543)	$	158	$	323

	Unaudited Condensed Consolidating Statement of Earnings
	Six Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	2,388	$	3,004	$	(64)	$	5,328
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,969)		(2,340)		64		(4,245)
Depreciation and amortization		(3)		(73)		(301)		—		(377)
Selling, general and administrative		(100)		(79)		(92)		—		(271)
Business consolidation and other activities		(64)		(4)		(28)		—		(96)
Equity in results of subsidiaries		270		7		—		(277)		—
Intercompany		162		(87)		(75)		—		—
		265		(2,205)		(2,836)		(213)		(4,989)
Earnings (loss) before interest and taxes		265		183		168		(277)		339
Interest expense		(134)		3		(11)		—		(142)
Debt refinancing and other costs		—		—		(1)		—		(1)
Total interest expense		(134)		3		(12)		—		(143)
Earnings (loss) before taxes		131		186		156		(277)		196
Tax (provision) benefit		36		(64)		(16)		—		(44)
Equity in results of affiliates, net of tax		—		1		17		—		18
Net earnings		167		123		157		(277)		170
Less net earnings attributable to
noncontrolling interests		—		—		(3)		—		(3)
Net earnings attributable to
Ball Corporation	$	167	$	123	$	154	$	(277)	$	167
Comprehensive earnings (loss) attributable  to Ball Corporation	$	189	$	115	$	134	$	(249)	$	189

	Unaudited Condensed Consolidating Statement of Earnings
	Six Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	2,281	$	1,587	$	(83)	$	3,785
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,862)		(1,233)		83		(3,012)
Depreciation and amortization		(2)		(71)		(80)		—		(153)
Selling, general and administrative		(32)		(82)		(99)		—		(213)
Business consolidation and other activities		510		(23)		(726)		—		(239)
Equity in results of subsidiaries		(396)		322		—		74		—
Intercompany		110		(87)		(23)		—		—
		190		(1,803)		(2,161)		157		(3,617)
Earnings (loss) before interest and taxes		190		478		(574)		74		168
Interest expense		(75)		(1)		(3)		—		(79)
Debt refinancing and other costs		(96)		—		(10)		—		(106)
Total interest expense		(171)		(1)		(13)		—		(185)
Earnings (loss) before taxes		19		477		(587)		74		(17)
Tax (provision) benefit		161		(51)		87		—		197
Equity in results of affiliates, net of tax		—		—		—		—		—
Net earnings		180		426		(500)		74		180
Less net earnings attributable to
noncontrolling interests		—		—		—		—		—
Net earnings attributable to
Ball Corporation	$	180	$	426	$	(500)	$	74	$	180
Comprehensive earnings (loss) attributable  to Ball Corporation	$	227	$	483	$	(474)	$	(9)	$	227

Schedule of Condensed Consolidating Balance Sheet

	Unaudited Condensed Consolidating Balance Sheet
	June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Assets
Current assets
Cash and cash equivalents	$	5	$	—	$	428	$	—	$	433
Receivables, net		67		402		1,168		—		1,637
Intercompany receivables		43		116		959		(1,118)		—
Inventories, net		—		550		974		—		1,524
Other current assets		31		34		106		—		171
Total current assets		146		1,102		3,635		(1,118)		3,765
Noncurrent assets
Property, plant and equipment, net		34		1,138		3,252		—		4,424
Investment in subsidiaries		8,079		2,276		79		(10,434)		—
Goodwill		3		981		3,874		—		4,858
Intangible assets, net		17		71		2,424		—		2,512
Other assets		80		19		1,063		—		1,162
Total assets	$	8,359	$	5,587	$	14,327	$	(11,552)	$	16,721
Liabilities and Shareholders' Equity
Current liabilities
Short-term debt and current portion of long-term debt	$	273	$	—	$	49	$	—	$	322
Accounts payable		11		787		1,348		—		2,146
Intercompany payables		1,014		79		59		(1,152)		—
Accrued employee costs		18		120		153		—		291
Other current liabilities		289		70		232		—		591
Total current liabilities		1,605		1,056		1,841		(1,152)		3,350
Noncurrent liabilities
Long-term debt		6,409		—		817		—		7,226
Employee benefit obligations		346		362		721		—		1,429
Intercompany long-term notes		(3,394)		115		3,245		34		—
Deferred taxes		(353)		207		779		—		633
Other liabilities		142		15		216		—		373
Total liabilities		4,755		1,755		7,619		(1,118)		13,011
Common stock		1,060		635		4,426		(5,061)		1,060
Preferred stock		—		—		5		(5)		—
Retained earnings		4,849		4,018		2,743		(6,761)		4,849
Accumulated other comprehensive earnings (loss)		(919)		(821)		(572)		1,393		(919)
Treasury stock, at cost		(1,386)		—		—		—		(1,386)
Total Ball Corporation shareholders' equity		3,604		3,832		6,602		(10,434)		3,604
Noncontrolling interests		—		—		106		—		106
Total shareholders' equity		3,604		3,832		6,708		(10,434)		3,710
Total liabilities and shareholders' equity	$	8,359	$	5,587	$	14,327	$	(11,552)	$	16,721

	Unaudited Condensed Consolidating Balance Sheet
	December 31, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Assets
Current assets
Cash and cash equivalents	$	2	$	(11)	$	606	$	—	$	597
Receivables, net		96		450		945		—		1,491
Intercompany receivables		39		125		963		(1,127)		—
Inventories, net		—		516		897		—		1,413
Other current assets		40		33		79		—		152
Total current assets		177		1,113		3,490		(1,127)		3,653
Noncurrent assets
Property, plant and equipment, net		23		1,087		3,277		—		4,387
Investment in subsidiaries		7,815		2,289		79		(10,183)		—
Goodwill		—		990		4,105		—		5,095
Intangible assets, net		18		76		1,840		—		1,934
Other assets		94		20		990		—		1,104
Total assets	$	8,127	$	5,575	$	13,781	$	(11,310)	$	16,173
Liabilities and Shareholders' Equity
Current liabilities
Short-term debt and current portion of long-term debt	$	141	$	—	$	81	$	—	$	222
Accounts payable		18		771		1,244		—		2,033
Intercompany payables		1,010		52		65		(1,127)		—
Accrued employee costs		25		135		155		—		315
Other current liabilities		138		65		196		—		399
Total current liabilities		1,332		1,023		1,741		(1,127)		2,969
Noncurrent liabilities
Long-term debt		6,337		—		973		—		7,310
Employee benefit obligations		347		440		710		—		1,497
Intercompany long-term notes		(3,142)		178		2,964		—		—
Deferred taxes		(308)		198		549		—		439
Other liabilities		127		20		270		—		417
Total liabilities		4,693		1,859		7,207		(1,127)		12,632
Common stock		1,038		635		4,426		(5,061)		1,038
Preferred stock		—		—		5		(5)		—
Retained earnings		4,739		3,893		2,589		(6,482)		4,739
Accumulated other comprehensive earnings (loss)		(942)		(812)		(552)		1,365		(941)
Treasury stock, at cost		(1,401)		—		—		—		(1,401)
Total Ball Corporation shareholders' equity		3,434		3,716		6,468		(10,183)		3,435
Noncontrolling interests		—		—		106		—		106
Total shareholders' equity		3,434		3,716		6,574		(10,183)		3,541
Total liabilities and shareholders' equity	$	8,127	$	5,575	$	13,781	$	(11,310)	$	16,173

Schedule of Condensed Consolidating Statement of Cash Flows

	Unaudited Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Consolidated Total
Cash provided by (used in) operating activities	$	219	$	123	$	(79)	$	263
Cash flows from investing activities capital expenditures		(15)		(138)		(87)		(240)
Business dispositions, net of cash sold		—		31		—		31
Other, net		2		26		(26)		2
Cash provided by (used in) investing activities		(13)		(81)		(113)		(207)
Cash flows from financing activities
Long-term borrowings		290		—		—		290
Repayments of long-term borrowings		(325)		—		(236)		(561)
Net change in short-term borrowings		131		—		(40)		91
Proceeds from issuances of common stock, net of shares used for taxes		14		—		—		14
Acquisitions of treasury stock		(3)		—		—		(3)
Common stock dividends		(58)		—		—		(58)
Intercompany		(252)		(30)		282		—
Other, net		—		(1)		—		(1)
Cash provided by (used in) financing activities		(203)		(31)		6		(228)
Effect of exchange rate changes on cash		—		—		8		8
Change in cash and cash equivalents		3		11		(178)		(164)
Cash and cash equivalents – beginning of period		2		(11)		606		597
Cash and cash equivalents – end of period	$	5	$	—	$	428	$	433

	Unaudited Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Consolidated Total
Cash provided by (used in) operating activities	$	(23)	$	158	$	(99)	$	36
Cash flows from investing activities capital expenditures		(6)		(97)		(170)		(273)
Business acquisition, net of cash acquired		4,506		(36)		(4,057)		413
Proceeds from dispositions, net of cash sold		884		—		1,931		2,815
Other, net		(91)		6		(1)		(86)
Cash provided by (used in) investing activities		5,293		(127)		(2,297)		2,869
Cash flows from financing activities
Long-term borrowings		2,195		—		1,629		3,824
Repayments of long-term borrowings		(590)		—		(31)		(621)
Net change in short-term borrowings		200		—		50		250
Proceeds from issuances of common stock, net of shares used for taxes		23		—		—		23
Acquisitions of treasury stock		(98)		—		—		(98)
Common stock dividends		(37)		—		—		(37)
Intercompany		(4,827)		(29)		4,856		—
Other, net		(11)		(1)		(9)		(21)
Cash provided by (used in) financing activities		(3,145)		(30)		6,495		3,320
Effect of exchange rate changes on cash		5		—		(55)		(50)
Change in cash and cash equivalents		2,130		1		4,044		6,175
Cash and cash equivalents – beginning of period		5		—		219		224
Cash and cash equivalents – end of period	$	2,135	$	1	$	4,263	$	6,399

Guarantees Relating to Senior Notes

Schedule of Condensed Consolidating Statement of Earnings

	Unaudited Condensed Consolidating Statement of Earnings
	Three Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	1,273	$	1,631	$	(49)	$	2,855
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,066)		(1,253)		49		(2,270)
Depreciation and amortization		(2)		(37)		(190)		—		(229)
Selling, general and administrative		(55)		(16)		(57)		—		(128)
Business consolidation and other activities		(14)		(9)		(18)		—		(41)
Equity in results of subsidiaries		148		13		6		(167)		—
Intercompany		81		(43)		(38)		—		—
		158		(1,158)		(1,550)		(118)		(2,668)
Earnings (loss) before interest and taxes		158		115		81		(167)		187
Interest expense		(68)		1		(7)		—		(74)
Debt refinancing and other costs		—		—		(1)		—		(1)
Total interest expense		(68)		1		(8)		—		(75)
Earnings (loss) before taxes		90		116		73		(167)		112
Tax (provision) benefit		9		(26)		(5)		—		(22)
Equity in results of affiliates, net of tax		—		1		9		—		10
Net earnings (loss)		99		91		77		(167)		100
Less net earnings attributable to
noncontrolling interests		—		—		(1)		—		(1)
Net earnings (loss) attributable to
Ball Corporation	$	99	$	91	$	76	$	(167)	$	99
Comprehensive earnings (loss) attributable to Ball Corporation	$	(7)	$	(15)	$	(30)	$	45	$	(7)

	Unaudited Condensed Consolidating Statement of Earnings
	Three Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	1,206	$	882	$	(58)	$	2,030
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(975)		(679)		58		(1,596)
Depreciation and amortization		(1)		(36)		(41)		—		(78)
Selling, general and administrative		(13)		(42)		(50)		—		(105)
Business consolidation and other activities		770		(19)		(723)		—		28
Equity in results of subsidiaries		(481)		(541)		(810)		1,832		—
Intercompany		60		(43)		(17)		—		—
		335		(1,656)		(2,320)		1,890		(1,751)
Earnings (loss) before interest and taxes		335		(450)		(1,438)		1,832		279
Interest expense		(38)		(1)		(2)		—		(41)
Debt refinancing and other costs		(36)		—		(10)		—		(46)
Total interest expense		(74)		(1)		(12)		—		(87)
Earnings (loss) before taxes		261		(451)		(1,450)		1,832		192
Tax (provision) benefit		46		(32)		100		—		114
Equity in results of affiliates, net of tax		—		1		—		—		1
Net earnings (loss)		307		(482)		(1,350)		1,832		307
Less net earnings attributable to
noncontrolling interests		—		—		—		—		—
Net earnings (loss) attributable to	$	307	$	(482)	$	(1,350)	$	1,832	$	307
Ball Corporation
Comprehensive earnings (loss) attributable  to Ball Corporation	$	323	$	(461)	$	(1,342)	$	1,803	$	323

	Unaudited Condensed Consolidating Statement of Earnings
	Six Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	2,388	$	3,004	$	(64)	$	5,328
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,969)		(2,340)		64		(4,245)
Depreciation and amortization		(3)		(73)		(301)		—		(377)
Selling, general and administrative		(100)		(58)		(113)		—		(271)
Business consolidation and other activities		(64)		(5)		(27)		—		(96)
Equity in results of subsidiaries		270		17		(1)		(286)		—
Intercompany		162		(83)		(79)		—		—
		265		(2,171)		(2,861)		(222)		(4,989)
Earnings (loss) before interest and taxes		265		217		143		(286)		339
Interest expense		(134)		3		(11)		—		(142)
Debt refinancing and other costs		—		—		(1)		—		(1)
Total interest expense		(134)		3		(12)		—		(143)
Earnings (loss) before taxes		131		220		131		(286)		196
Tax (provision) benefit		36		(64)		(16)		—		(44)
Equity in results of affiliates, net of tax		—		1		17		—		18
Net earnings		167		157		132		(286)		170
Less net earnings attributable to
noncontrolling interests		—		—		(3)		—		(3)
Net earnings attributable to
Ball Corporation	$	167	$	157	$	129	$	(286)	$	167
Comprehensive earnings (loss) attributable  to Ball Corporation	$	189	$	154	$	114	$	(268)	$	189

	Unaudited Condensed Consolidating Statement of Earnings
	Six Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Net sales	$	—	$	2,281	$	1,587	$	(83)	$	3,785
Cost and expenses
Cost of sales (excluding depreciation and amortization)		—		(1,862)		(1,233)		83		(3,012)
Depreciation and amortization		(2)		(71)		(80)		—		(153)
Selling, general and administrative		(32)		(82)		(99)		—		(213)
Business consolidation and other activities		510		(23)		(726)		—		(239)
Equity in results of subsidiaries		(396)		(505)		(811)		1,712		—
Intercompany		110		(84)		(26)		—		—
		190		(2,627)		(2,975)		1,795		(3,617)
Earnings (loss) before interest and taxes		190		(346)		(1,388)		1,712		168
Interest expense		(75)		(1)		(3)		—		(79)
Debt refinancing and other costs		(96)		—		(10)		—		(106)
Total interest expense		(171)		(1)		(13)		—		(185)
Earnings (loss) before taxes		19		(347)		(1,401)		1,712		(17)
Tax (provision) benefit		161		(51)		87		—		197
Equity in results of affiliates, net of tax		—		—		—		—		—
Net earnings		180		(398)		(1,314)		1,712		180
Less net earnings attributable to
noncontrolling interests		—		—		—		—		—
Net earnings attributable to
Ball Corporation	$	180	$	(398)	$	(1,314)	$	1,712	$	180
Comprehensive earnings (loss) attributable  to Ball Corporation	$	227	$	(348)	$	(1,288)	$	1,636	$	227

Schedule of Condensed Consolidating Balance Sheet

	Unaudited Condensed Consolidating Balance Sheet
	June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Assets
Current assets
Cash and cash equivalents	$	5	$	—	$	428	$	—	$	433
Receivables, net		67		404		1,166		—		1,637
Intercompany receivables		43		491		959		(1,493)		—
Inventories, net		—		550		974		—		1,524
Other current assets		31		40		100		—		171
Total current assets		146		1,485		3,627		(1,493)		3,765
Noncurrent assets
Property, plant and equipment, net		34		1,139		3,251		—		4,424
Investment in subsidiaries		8,079		4,291		426		(12,796)		—
Goodwill		3		981		3,874		—		4,858
Intangible assets, net		17		71		2,424		—		2,512
Other assets		80		300		782		—		1,162
Total assets	$	8,359	$	8,267	$	14,384	$	(14,289)	$	16,721
Liabilities and Shareholders' Equity
Current liabilities
Short-term debt and current portion of long-term debt	$	273	$	—	$	49	$	—	$	322
Accounts payable		11		787		1,348		—		2,146
Intercompany payables		1,014		79		434		(1,527)		—
Accrued employee costs		18		133		140		—		291
Other current liabilities		289		75		227		—		591
Total current liabilities		1,605		1,074		2,198		(1,527)		3,350
Noncurrent liabilities
Long-term debt		6,409		—		817		—		7,226
Employee benefit obligations		346		669		414		—		1,429
Intercompany long-term notes		(3,394)		1,978		1,382		34		—
Deferred taxes		(353)		241		745		—		633
Other liabilities		142		31		200		—		373
Total liabilities		4,755		3,993		5,756		(1,493)		13,011
Common stock		1,060		1,127		6,294		(7,421)		1,060
Preferred stock		—		—		5		(5)		—
Retained earnings		4,849		3,988		2,790		(6,778)		4,849
Accumulated other comprehensive earnings (loss)		(919)		(841)		(567)		1,408		(919)
Treasury stock, at cost		(1,386)		—		—		—		(1,386)
Total Ball Corporation shareholders' equity		3,604		4,274		8,522		(12,796)		3,604
Noncontrolling interests		—		—		106		—		106
Total shareholders' equity		3,604		4,274		8,628		(12,796)		3,710
Total liabilities and shareholders' equity	$	8,359	$	8,267	$	14,384	$	(14,289)	$	16,721

	Unaudited Condensed Consolidating Balance Sheet
	December 31, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Eliminating Adjustments		Consolidated Total
Assets
Current assets
Cash and cash equivalents	$	2	$	(11)	$	606	$	—	$	597
Receivables, net		96		450		945		—		1,491
Intercompany receivables		39		467		963		(1,469)		—
Inventories, net		—		516		897		—		1,413
Other current assets		40		39		73		—		152
Total current assets		177		1,461		3,484		(1,469)		3,653
Noncurrent assets
Property, plant and equipment, net		23		1,087		3,277		—		4,387
Investment in subsidiaries		7,815		4,291		423		(12,529)		—
Goodwill		—		985		4,110		—		5,095
Intangible assets, net		18		76		1,840		—		1,934
Other assets		94		306		704		—		1,104
Total assets	$	8,127	$	8,206	$	13,838	$	(13,998)	$	16,173
Liabilities and Shareholders' Equity
Current liabilities
Short-term debt and current portion of long-term debt	$	141	$	—	$	81	$	—	$	222
Accounts payable		18		772		1,243		—		2,033
Intercompany payables		1,010		53		408		(1,471)		—
Accrued employee costs		25		152		138		—		315
Other current liabilities		138		69		192		—		399
Total current liabilities		1,332		1,046		2,062		(1,471)		2,969
Noncurrent liabilities
Long-term debt		6,337		—		973		—		7,310
Employee benefit obligations		347		760		390		—		1,497
Intercompany long-term notes		(3,142)		2,018		1,122		2		—
Deferred taxes		(308)		232		515		—		439
Other liabilities		127		35		255		—		417
Total liabilities		4,693		4,091		5,317		(1,469)		12,632
Common stock		1,038		1,120		6,301		(7,421)		1,038
Preferred stock		—		—		5		(5)		—
Retained earnings		4,739		3,832		2,661		(6,493)		4,739
Accumulated other comprehensive earnings (loss)		(942)		(837)		(552)		1,390		(941)
Treasury stock, at cost		(1,401)		—		—		—		(1,401)
Total Ball Corporation shareholders' equity		3,434		4,115		8,415		(12,529)		3,435
Noncontrolling interests		—		—		106		—		106
Total shareholders' equity		3,434		4,115		8,521		(12,529)		3,541
Total liabilities and shareholders' equity	$	8,127	$	8,206	$	13,838	$	(13,998)	$	16,173

Schedule of Condensed Consolidating Statement of Cash Flows

	Unaudited Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2017
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Consolidated Total
Cash provided by (used in) operating activities	$	219	$	127	$	(83)	$	263
Cash flows from investing activities capital expenditures		(15)		(138)		(87)		(240)
Proceeds from dispositions, net of cash sold		—		31		—		31
Other, net		2		31		(31)		2
Cash provided by (used in) investing activities		(13)		(76)		(118)		(207)
Cash flows from financing activities
Long-term borrowings		290		—		—		290
Repayments of long-term borrowings		(325)		—		(236)		(561)
Net change in short-term borrowings		131		—		(40)		91
Proceeds from issuances of common stock, net of shares used for taxes		14		—		—		14
Acquisitions of treasury stock		(3)		—		—		(3)
Common stock dividends		(58)		—		—		(58)
Intercompany		(252)		(39)		291		—
Other, net		—		(1)		—		(1)
Cash provided by (used in) financing activities		(203)		(40)		15		(228)
Effect of exchange rate changes on cash		—		—		8		8
Change in cash and cash equivalents		3		11		(178)		(164)
Cash and cash equivalents – beginning of period		2		(11)		606		597
Cash and cash equivalents – end of period	$	5	$	—	$	428	$	433

	Unaudited Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2016
($ in millions)	Ball Corporation		Guarantor Subsidiaries		Non-Guarantor    Subsidiaries		Consolidated Total
Cash provided by (used in) operating activities	$	(23)	$	162	$	(103)	$	36
Cash flows from investing activities capital expenditures		(6)		(97)		(170)		(273)
Business acquisition, net of cash acquired		4,506		(1,890)		(2,203)		413
Proceeds from dispositions, net of cash sold		884		—		1,931		2,815
Other, net		(91)		6		(1)		(86)
Cash provided by (used in) investing activities		5,293		(1,981)		(443)		2,869
Cash flows from financing activities
Long-term borrowings		2,195		—		1,629		3,824
Repayments of long-term borrowings		(590)		—		(31)		(621)
Net change in short-term borrowings		200		—		50		250
Proceeds from issuances of common stock, net of shares used for taxes		23		—		—		23
Acquisitions of treasury stock		(98)		—		—		(98)
Common stock dividends		(37)		—		—		(37)
Intercompany		(4,827)		1,820		3,007		—
Other, net		(11)		(1)		(9)		(21)
Cash provided by (used in) financing activities		(3,145)		1,819		4,646		3,320
Effect of exchange rate changes on cash		5		3		(58)		(50)
Change in cash and cash equivalents		2,130		3		4,042		6,175
Cash and cash equivalents – beginning of period		5		—		219		224
Cash and cash equivalents – end of period	$	2,135	$	3	$	4,261	$	6,399

XML

Basis of Presentation (Details) $ / shares in Units, $ in Millions			3 Months Ended		6 Months Ended
		May 16, 2017	Jun. 30, 2017 USD ($) $ / shares	Jun. 30, 2016 USD ($) $ / shares	Jun. 30, 2017 USD ($) $ / shares	Jun. 30, 2016 USD ($) $ / shares
Revision of the Second Quarter 2016 Unaudited Condensed Consolidated Financial Statements
Business consolidation and other activities			$ 41	$ (28)	$ 96	$ 239
Earnings (loss) before interest and taxes			187	279	339	168
Earnings (loss) before taxes			112	192	196	(17)
Tax (provision) benefit			(22)	114	(44)	197
Net earnings			100	307	170	180
Net earnings attributable to Ball Corporation			$ 99	$ 307	$ 167	$ 180
Basic earnings (loss) per share (in dollars per share) | $ / shares	[1]		$ 0.28	$ 1.08	$ 0.48	$ 0.63
Diluted earnings (loss) per share (in dollars per share) | $ / shares	[1]		$ 0.28	$ 1.06	$ 0.47	$ 0.62
Stock split ratio		2
Ball Corporation
Revision of the Second Quarter 2016 Unaudited Condensed Consolidated Financial Statements
Business consolidation and other activities			$ 14	$ (770)	$ 64	$ (510)
Earnings (loss) before interest and taxes			158	335	265	190
Earnings (loss) before taxes			90	261	131	19
Tax (provision) benefit			9	46	36	161
Net earnings			99	307	167	180
Net earnings attributable to Ball Corporation			$ 99	307	$ 167	180
As Previously reported
Revision of the Second Quarter 2016 Unaudited Condensed Consolidated Financial Statements
Business consolidation and other activities				(27)		240
Earnings (loss) before interest and taxes				278		167
Earnings (loss) before taxes				191		(18)
Tax (provision) benefit				146		229
Net earnings				338		211
Net earnings attributable to Ball Corporation				$ 338		$ 211
Basic earnings (loss) per share (in dollars per share) | $ / shares				$ 1.19		$ 0.74
Diluted earnings (loss) per share (in dollars per share) | $ / shares				$ 1.17		$ 0.73
Adjustments
Revision of the Second Quarter 2016 Unaudited Condensed Consolidated Financial Statements
Business consolidation and other activities				$ (1)		$ (1)
Earnings (loss) before interest and taxes				1		1
Earnings (loss) before taxes				1		1
Tax (provision) benefit				(32)		(32)
Net earnings				(31)		(31)
Net earnings attributable to Ball Corporation				$ (31)		$ (31)
Basic earnings (loss) per share (in dollars per share) | $ / shares				$ (0.11)		$ (0.11)
Diluted earnings (loss) per share (in dollars per share) | $ / shares				$ (0.11)		$ (0.11)
Adjustments | Adjustment For Payroll Tax Obligations Associated With Compensation Arrangements For Rexam Acquisition [Member]
Revision of the Second Quarter 2016 Unaudited Condensed Consolidated Financial Statements
Business consolidation and other activities				$ 13
Adjustments | Adjustment For Additional Net Gain On Sale Of Divestment Business [Member]
Revision of the Second Quarter 2016 Unaudited Condensed Consolidated Financial Statements
Business consolidation and other activities				14
Adjustments | Adjustment For Correction Of Tax Basis For Gain On Sale Of Divestment Business [Member]
Revision of the Second Quarter 2016 Unaudited Condensed Consolidated Financial Statements
Tax (provision) benefit				30
Adjustments | Adjustment For Tax Expense Associated With Tax Effects Of Other Adjustments [Member]
Revision of the Second Quarter 2016 Unaudited Condensed Consolidated Financial Statements
Tax (provision) benefit				$ 2

[1] Amounts in 2016 have been retrospectively adjusted for the two-for-one stock split that was effective on May 16, 2017.

XML

Accounting Pronouncements (Details)	Jun. 30, 2017 USD ($)
New Accounting Pronouncements, Retrospective adjustments
Prior period adjustments due to new accounting principle	$ 0
Cumulative effect adjustment to opening retained earnings, after tax	$ 0

XML

Business Segment Information (Details) $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2017 USD ($) segment	Mar. 31, 2017 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)
Business Segment Information
Number of reportable segments | segment	5
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Net sales	$ 2,855		$ 2,030	$ 5,328	$ 3,785
Reconciling items
Other	(21)		(15)	(52)	(46)
Business consolidation and other activities	(41)		28	(96)	(239)
Amortization of acquired Rexam intangibles	(76)		(10)	(117)	(20)
Earnings (loss) before interest and taxes	187		279	339	168
Interest expense	(74)		(41)	(142)	(79)
Debt refinancing and other costs	(1)		(46)	(1)	(106)
Total interest expense	(75)		(87)	(143)	(185)
Earnings (loss) before taxes	112		192	196	(17)
Tax (provision) benefit	(22)		114	(44)	197
Equity in results of affiliates, net of tax	10		1	18
Net earnings	100		307	170	180
Net earnings attributable to noncontrolling interests	(1)			(3)
Net earnings attributable to Ball Corporation	99		307	167	180
Undistributed corporate expenses	32		12	77	35
Beverage packaging, Europe
Segment Reporting Information, Operating Income (Loss) [Abstract]
Reportable segment comparable operating earnings	63		74	110	113
Other
Reconciling items
Business consolidation and other activities	(26)		48	(87)	(198)
Operating Segments
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Net sales	2,696		1,947	5,032	3,626
Segment Reporting Information, Operating Income (Loss) [Abstract]
Reportable segment comparable operating earnings	339		266	609	453
Operating Segments | Beverage packaging, North And Central America
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Net sales	1,151		844	2,100	1,577
Segment Reporting Information, Operating Income (Loss) [Abstract]
Reportable segment comparable operating earnings	156		118	279	211
Reconciling items
Business consolidation and other activities	(7)		(3)	(11)	(6)
Operating Segments | Beverage packaging, South America
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Net sales	349		133	720	258
Segment Reporting Information, Operating Income (Loss) [Abstract]
Reportable segment comparable operating earnings	69		22	127	39
Reconciling items
Business consolidation and other activities	(3)		(9)		(9)
Operating Segments | Beverage packaging, Europe
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Net sales	665		479	1,173	835
Reconciling items
Business consolidation and other activities	(4)		(5)	(7)	(9)
Operating Segments | Food and aerosol packaging
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Net sales	274		298	546	583
Segment Reporting Information, Operating Income (Loss) [Abstract]
Reportable segment comparable operating earnings	25		33	46	53
Reconciling items
Business consolidation and other activities	(1)		(3)	9	(17)
Operating Segments | Aerospace
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Net sales	257		193	493	373
Segment Reporting Information, Operating Income (Loss) [Abstract]
Reportable segment comparable operating earnings	26		19	47	37
Operating Segments | Other
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Net sales	159		$ 83	296	$ 159
Rexam
Reconciling items
Amortization of acquired Rexam intangibles	(51)			(83)
Catch-up depreciation and amortization for 2016 from finalization of Rexam valuation	$ (39)			$ (39)
Catch up depreciation		$ 11
Rexam | Operating Segments | Beverage packaging, North And Central America
Reconciling items
Catch up depreciation		1
Rexam | Operating Segments | Beverage packaging, South America
Reconciling items
Catch up depreciation		1
Rexam | Operating Segments | Beverage packaging, Europe
Reconciling items
Catch up depreciation		8
Rexam | Corporate and other
Reconciling items
Catch up depreciation		$ 1

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Acquisitions and Dispositions (Details) $ / shares in Units, € in Billions, £ in Billions				2 Months Ended	3 Months Ended		6 Months Ended
	May 16, 2017	Jun. 30, 2016 GBP (£) facility	Jun. 30, 2016 USD ($) facility $ / shares shares	Aug. 31, 2016 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($) facility $ / shares shares	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($) facility $ / shares shares	Mar. 31, 2016 EUR (€)	Mar. 31, 2016 USD ($)
Rexam
Purchase price, net of cash acquired								$ (413,000,000)
Stockholders' Equity Note, Stock Split, Conversion Ratio	2
Number of manufacturing facilities held at the end of the period | facility			75			75		75
Divestment Business
Business consolidation and other activities					$ 41,000,000	$ (28,000,000)	$ 96,000,000	$ 239,000,000
Earnings before taxes							104,000,000
Earnings before taxes attributable to Ball Corporation							104,000,000
Divestment Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Rexam
Number of manufacturing facilities sold | facility		22	22
Divestment Business
Divestiture consideration received			$ 3,420,000,000			3,420,000,000		3,420,000,000
Proceeds to be received under supply agreement			103,000,000
Earnings before taxes					67,000,000
Earnings before taxes attributable to Ball Corporation					67,000,000
Divestment Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Maximum
Divestment Business
Potential contingent payment required			$ 75,000,000
North America | Divestment Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Rexam
Number of manufacturing facilities sold | facility		8	8
Europe | Divestment Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Rexam
Number of manufacturing facilities sold | facility		12	12
Brazil | Divestment Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Rexam
Number of manufacturing facilities sold | facility		2	2
Ball Corporation
Rexam
Purchase price, net of cash acquired								(4,506,000,000)
Divestment Business
Business consolidation and other activities					14,000,000	$ (770,000,000)	64,000,000	$ (510,000,000)
Ball Corporation | Divestment Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Rexam
Number of manufacturing facilities sold | facility		12	12
Rexam | Divestment Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Rexam
Number of manufacturing facilities sold | facility		10	10
Rexam
Rexam
Percentage of shares acquired			100.00%			100.00%		100.00%
Purchase price, net of cash acquired		£ 2.9	$ 3,800,000,000
Share price | $ / shares			$ 71.39			$ 71.39		$ 71.39
Value of common shares issued			$ 2,300,000,000
Consideration for stock-based compensation			$ 24,000,000
Number of manufacturing facilities acquired | facility		54	54
Rexam debt assumed			$ 2,792,000,000			$ 2,792,000,000		$ 2,792,000,000
Rexam | North America
Rexam
Number of manufacturing facilities acquired | facility		17	17
Rexam | Europe
Rexam
Number of manufacturing facilities acquired | facility		20	20
Rexam | South America
Rexam
Number of manufacturing facilities acquired | facility		12	12
Rexam | AMEA
Rexam
Number of manufacturing facilities acquired | facility		5	5
Rexam | Ball Corporation
Rexam
Number of treasury shares issued | shares			32,250,000			32,250,000		32,250,000
Senior Notes 4.375 Percent, due December 2020
Rexam
Face amount of debt			$ 1,000,000,000			$ 1,000,000,000		$ 1,000,000,000
Rexam Long Term Debt Assumed (Member) | Rexam
Rexam
Rexam debt assumed			2,800,000,000			2,800,000,000		2,800,000,000
Assumed debt extinguished				$ 2,700,000,000
Term A Loan, due June 2021
Rexam
Face amount of debt										$ 1,400,000,000
Term A Loan, Euro denominated, due June 2021
Rexam
Face amount of debt | €									€ 1.1
Business consolidation and other activities
Rexam
Pre-tax transaction costs related to the acquisition			216,000,000			216,000,000		216,000,000
Business consolidation and other activities | Divestment Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Divestment Business
Pre-tax gain recorded in connection with sale			330,000,000
Business consolidation and other activities					7,000,000		34,000,000
Business consolidation and other activities | Current Liabilities | Divestment Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Divestment Business
Estimated value of the claims under this indemnity					$ 57,000,000		$ 57,000,000
Business consolidation and other activities | Rexam
Rexam
Pre-tax transaction costs related to the acquisition			$ 216,000,000			$ 216,000,000		$ 216,000,000

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Acquisitions and Dispositions - Net assets acquired (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended	12 Months Ended
	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Dec. 31, 2016	Jun. 30, 2016
Assets and Liabilities Acquired
Goodwill	$ 4,858		$ 5,095	$ 5,095
Ball Corporation
Assets and Liabilities Acquired
Goodwill	3
Rexam
Acquisition adjustments to initial accounting
Increase (decrease) to intangible assets	590
Increase (decrease) to investments in affiliates	31
Increase (decrease) to goodwill	(384)
Increase (decrease) to long-term deferred tax liabilities	221
Amortization recorded as a result of changes to the initial accounting of intangible assets in business combination	23	$ 8		$ 15
Depreciation recorded as a result of changes to initial accounting of fixed assets in business combination	$ 35		$ 24
Catch up depreciation		$ 11
Assets and Liabilities Acquired
Cash					$ 450
Receivables, net					778
Inventories, net					782
Other current assets					165
Assets held for sale (sold to Ardagh on June 30, 2016)					911
Total current assets					3,086
Property, plant and equipment					2,301
Goodwill					3,415
Intangible assets					2,478
Restricted cash					174
Other Assets					490
Total assets acquired					11,944
Short-term debt and current portion of long-term debt					2,792
Accounts payable					858
Accrued employee costs					135
Liabilities held for sale					7
Other current liabilities					373
Total current liabilities					4,165
Long term debt					28
Employee benefit obligations					508
Deferred taxes and other liabilities					993
Total liabilities assumed					(5,694)
Net assets acquired					6,250
Noncontrolling interests					(90)
Aggregate value of consideration paid					$ 6,160

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Acquisitions and Dispositions - Intangible assets (Details) - Rexam $ in Millions	Jun. 30, 2016 USD ($)
Certain intangible assets
Fair Value	$ 2,478
Customer relationships
Certain intangible assets
Fair Value	$ 2,437
Weighted-Average Estimated Useful Life (in Years)	17 years
Trademarks
Certain intangible assets
Fair Value	$ 41
Weighted-Average Estimated Useful Life (in Years)	3 years

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Acquisitions and Dispositions - Pro forma (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2016
Acquisitions
Basic earnings per share	$ 0.08	$ 0.07
Diluted earnings per share	$ 0.08	$ 0.07
Rexam
Acquisitions
Net sales, proforma	$ 2,761	$ 5,179
Net earnings attributable to Ball Corporation	$ 28	$ 26
United Kingdom | Rexam
Acquisitions
Statutory tax rate used in pro forma adjustments	20.00%	20.00%
US | Rexam
Acquisitions
Tax rate used in recording tax impact of transaction costs already incurred		37.00%

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Acquisitions and Dispositions - Others (Details) $ in Millions, £ in Billions			1 Months Ended			6 Months Ended
	Jun. 30, 2016 GBP (£)	Jun. 30, 2016 USD ($)	Mar. 31, 2017 USD ($)	Oct. 31, 2016 USD ($)	Jan. 31, 2016 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2017
Acquisitions
Purchase price, net of cash acquired						$ (413)
Ball Corporation
Acquisitions
Purchase price, net of cash acquired						$ (4,506)
Wavefront
Acquisitions
Purchase price, net of cash acquired					$ 36
Rexam
Acquisitions
Purchase price, net of cash acquired	£ 2.9	$ 3,800
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Food And Aerosol Paint And General Line Plant | Hubbard, Ohio
Disposal of business facility
Price agreed upon for sale of plant			$ 32
Gain (loss) on dispositions			$ 15
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Food And Aerosol Specialty Tin Business | Baltimore, Maryland
Disposal of business facility
Price agreed upon for sale of plant				$ 24
Gain (loss) on dispositions				$ 9
Senior Notes 4.375 Percent, due December 2020
Acquisitions
Interest rate (as a percent)							4.375%
Senior Notes 3.50 Percent, euro denominated, due December 2020
Acquisitions
Interest rate (as a percent)							3.50%
Senior Notes 4.375 Percent, euro denominated, due December 2023
Acquisitions
Interest rate (as a percent)							4.375%

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Business Consolidation and Other Activities (Details) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2017	Mar. 31, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Business consolidation and other activities
Business consolidation and other activities	$ (41)		$ 28	$ (96)	$ (239)
Currency exchange contracts			1		1
Senior Notes 4.375 Percent, due December 2020
Business consolidation and other activities
Face amount of debt			1,000		1,000
Ball Corporation
Business consolidation and other activities
Business consolidation and other activities	(14)		770	(64)	510
Other
Business consolidation and other activities
Business consolidation and other activities	(26)		48	(87)	(198)
Operating Segments | Beverage packaging, North And Central America
Business consolidation and other activities
Business consolidation and other activities	(7)		(3)	(11)	(6)
Charges for insignificant items	3		3	4	6
Operating Segments | Beverage packaging, North And Central America | Reidsville North Carolina Plant
Business consolidation and other activities
Plant closure costs	4			7
Operating Segments | Beverage packaging, South America
Business consolidation and other activities
Business consolidation and other activities	(3)		(9)		(9)
Charges for insignificant items	1			2
Operating Segments | Beverage packaging, South America | Rexam
Business consolidation and other activities
Professional services and other costs	2		9	2
Operating Segments | Beverage packaging, Europe
Business consolidation and other activities
Business consolidation and other activities	(4)		(5)	(7)	(9)
Charges for insignificant items	4		2	5	2
Operating Segments | Beverage packaging, Europe | Rexam
Business consolidation and other activities
Professional services and other costs			3	2	7
Operating Segments | Food and aerosol packaging
Business consolidation and other activities
Business consolidation and other activities	(1)		(3)	9	(17)
Charges for insignificant items	1		1	1	6
Other income from insignificant activities	1			1
Operating Segments | Food and aerosol packaging | Weirton West Virginia Plant
Business consolidation and other activities
Plant closure costs comprised of employee severance, pension and other benefits, asset impairments and facility shut down and disposal costs			2		11
Operating Segments | Food and aerosol packaging | Weirton West Virginia Plant | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Business consolidation and other activities
Facility shutdown costs and accelerated depreciation	2			5
Operating Segments | Food and aerosol packaging | Hubbard Ohio Plant
Business consolidation and other activities
Gain (loss) on dispositions		$ 15
Corporate and other
Business consolidation and other activities
Charges for insignificant items				12	3
Professional services and other costs			1
Foreign currency unrealized loss					4
Corporate and other | Rexam
Business consolidation and other activities
Professional services and other costs			53	10	77
Recognized gains (losses) associated with collar and option contracts			(91)		179
Compensation arrangement expense			71	17	71
Corporate and other | Cross-currency swap
Business consolidation and other activities
Foreign currency unrealized loss			32
Corporate and other | Senior Notes 4.375 Percent, due December 2020
Business consolidation and other activities
Face amount of debt			1		1
Corporate and other | Other
Business consolidation and other activities
Charges for insignificant items	6
Corporate and other | Other | Rexam
Business consolidation and other activities
Professional services and other costs	5
Compensation arrangement expense	8
Divestment Business | Corporate and other | Rexam
Business consolidation and other activities
Foreign currency translation losses			99		195
Divestment Business | Corporate and other | Ball Corporation | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Business consolidation and other activities
Gain (loss) on dispositions			$ 331		$ 331
Expense of indemnifications of uncertain tax positions	$ 7			34
Adjustment to gain on sale of Divestment Business				$ (14)

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Receivables (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Receivables
Trade accounts receivable	$ 1,342	$ 1,169
Less allowances for doubtful accounts	(10)	(11)
Net trade accounts receivable	1,332	1,158
Other receivables	305	333
Receivables, net	1,637	1,491
Maximum available sale of the accounts receivables under factoring program	1,000
Amount of sale of receivables	$ 658	$ 596

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Inventories (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Inventories
Raw materials and supplies	$ 665.0	$ 607.0
Work-in-process and finished goods	896.0	839.0
Less inventory reserves	(37.0)	(33.0)
Inventories, net	$ 1,524.0	$ 1,413.0

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Property, Plant and Equipment (Details) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2017	Mar. 31, 2017	Jun. 30, 2016	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016
Property, plant and equipment
Property, plant and equipment, gross	$ 6,946			$ 6,946	$ 6,632
Accumulated depreciation	(2,522)			(2,522)	(2,245)
Net property, plant and equipment	4,424			4,424	4,387
Depreciation expense	153		$ 68	260		$ 133
Land
Property, plant and equipment
Property, plant and equipment, gross	171			171	105
Buildings
Property, plant and equipment
Property, plant and equipment, gross	1,357			1,357	1,301
Machinery and equipment
Property, plant and equipment
Property, plant and equipment, gross	4,986			4,986	4,723
Construction-in-progress
Property, plant and equipment
Property, plant and equipment, gross	432			$ 432	503
Rexam
Property, plant and equipment
Depreciation for changes in values and useful lives of fixed assets and business combination valuation	$ 35				$ 24
Catch up depreciation		$ 11

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Goodwill (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016
Goodwill
Opening balance sheet adjustments	$ (356)
Business disposition	(9)
Effects of currency exchange rates	128
Balance at the end of the period	4,858
Goodwill	4,858	$ 5,095
Rexam
Goodwill
Goodwill			$ 3,415
Beverage packaging, North And Central America
Goodwill
Opening balance sheet adjustments	(340)
Balance at the end of the period	1,274
Goodwill	1,274	1,614
Beverage packaging, South America
Goodwill
Opening balance sheet adjustments	328
Balance at the end of the period	1,298
Goodwill	1,298	970
Beverage packaging, Europe
Goodwill
Opening balance sheet adjustments	(276)
Effects of currency exchange rates	106
Balance at the end of the period	1,462
Goodwill	1,462	1,632
Food and aerosol packaging
Goodwill
Business disposition	(9)
Effects of currency exchange rates	12
Balance at the end of the period	602
Goodwill	602	599
Aerospace
Goodwill
Balance at the end of the period	40
Goodwill	40	40
Other
Goodwill
Opening balance sheet adjustments	(68)
Effects of currency exchange rates	10
Balance at the end of the period	182
Goodwill	182	$ 240
Beverage packaging, Asia
Goodwill
Balance at the end of the period	78
Percentage of fair value exceeding carrying value		23.00%
Goodwill	$ 78

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Intangibles Assets, net (Details) - USD ($) $ in Millions	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2017	Mar. 31, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Total annual intangible asset amortization expense
Finite-lived intangible assets (net of accumulated amortization)	$ 86			$ 86		$ 89
Accumulated amortization	155		$ 143	155	$ 143
Capitalized software (net of accumulated amortization)	86			86		79
Accumulated amortization - capitalized software	112			112		87
Total intangible assets, net	2,512			2,512		1,934
Amortization of Intangible Assets	76		$ 10	117	$ 20
Ball Corporation
Total annual intangible asset amortization expense
Total intangible assets, net	17			17		18
Rexam
Total annual intangible asset amortization expense
Finite-lived intangible assets (net of accumulated amortization)	2,340			2,340		1,766
Accumulated amortization	160			160		62
Amortization of Intangible Assets	51			$ 83
Amortization recorded as a result of changes to the initial accounting of intangible assets in business combination	$ 23	$ 8				$ 15

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Other Assets (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Other assets
Long-term deferred tax assets	$ 447	$ 443
Long-term pension asset	163	147
Investments in affiliates	252	204
Company and trust-owned life insurance	166	146
Other	134	164
Other Assets	1,162	1,104
Ball Corporation
Other assets
Other Assets	$ 80	$ 94

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Debt and Interest Costs - Long term debt (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Long-term debt
Other (including debt issuance costs)	$ (42)	$ (45)
Long-term debt, Total	7,304	7,389
Less: Current portion of long-term debt	(78)	(79)
Long-term debt excluding current maturities	7,226	7,310
Senior Notes 5.25 Percent, due July 2025
Long-term debt
Long-term Debt, Gross	$ 1,000	1,000
Interest rate (as a percent)	5.25%
Senior Notes 4.375 Percent, due December 2020
Long-term debt
Long-term Debt, Gross	$ 1,000	1,000
Interest rate (as a percent)	4.375%
Senior Notes 4.00 Percent, due November 2023
Long-term debt
Long-term Debt, Gross	$ 1,000	1,000
Interest rate (as a percent)	4.00%
Senior Notes 4.375 Percent, euro denominated, due December 2023
Long-term debt
Long-term Debt, Gross	$ 800	736
Interest rate (as a percent)	4.375%
Senior Notes 5.00 Percent, due March 2022
Long-term debt
Long-term Debt, Gross	$ 750	750
Interest rate (as a percent)	5.00%
Senior Notes 3.50 Percent, euro denominated, due December 2020
Long-term debt
Long-term Debt, Gross	$ 457	421
Interest rate (as a percent)	3.50%
Term A Loan, due June 2021
Long-term debt
Long-term Debt, Gross	$ 1,348	1,383
Term A Loan, Euro denominated, due June 2021
Long-term debt
Long-term Debt, Gross	801	954
Multi-currency U.S. dollar revolver, due March 2021
Long-term debt
Long-term Debt, Gross	$ 190	$ 190

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Debt and Interest Costs - Debt refinancing (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Debt Refinancing and Other Costs: (Abstract)
Economic hedge - interest rate risk		$ (4)		$ (20)
Individually insignificant items	$ (1)		$ (1)
Debt refinancing and other costs	$ (1)	(46)	$ (1)	(106)
Senior Notes 3.5 Percent And 4.375 Percent
Debt Refinancing and Other Costs: (Abstract)
Interest expense on 3.5% and 4.375% senior notes		(25)		(49)
Bridge And Revolving Credit Facilities
Debt Refinancing and Other Costs: (Abstract)
Refinance of bridge and revolving credit facilities		$ (17)		(30)
Bridge Facility
Debt Refinancing and Other Costs: (Abstract)
Amortization of unsecured, committed bridge facility financing fees				$ (7)

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Debt and Interest Costs - Activity (Details) $ in Millions	6 Months Ended
	Jun. 30, 2017 USD ($)	Dec. 31, 2017	Dec. 31, 2016 USD ($)
Revolving credit facility
Ownership interest in guarantor subsidiaries (as a percent)	100.00%
Maximum net debt to EBITDA ratio per debt covenant	5
Forecast
Revolving credit facility
Maximum net debt to EBITDA ratio per debt covenant		4
Letter of Credit
Revolving credit facility
Carrying value	$ 34		$ 32
Level 2
Revolving credit facility
Fair value of the long-term debt	7,600		7,700
2018 Revolver
Revolving credit facility
Maximum borrowing capacity of revolving credit facility	1,500
Committed multi-currency revolving credit facilities
Revolving credit facility
Available borrowing capacity under line of credit facility	1,300
Short-term uncommitted credit facilities
Revolving credit facility
Available borrowing capacity under line of credit facility	968
Amount of credit facility outstanding and due on demand	$ 244		$ 143

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Employee Benefit Obligations - Total (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Employee Benefit Obligations
Underfunded defined benefit pension liabilities	$ 897	$ 963
Less current portion	(26)	(25)
Long-term defined benefit pension liabilities	871	938
Retiree medical and other postemployment benefits	217	226
Deferred compensation plans	280	272
Other	61	61
Total non-current employee benefit obligations	1,429	1,497
Ball Corporation
Employee Benefit Obligations
Total non-current employee benefit obligations	$ 346	$ 347

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Employee Benefit Obligations - Components of net periodic benefit cost (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2017
Defined Benefit Pension Plans
Ball-sponsored plans:
Service cost	$ 16	$ 15	$ 32	$ 30
Interest cost	55	20	110	39
Expected return on plan assets	(59)	(23)	(118)	(45)
Recognized net actuarial loss	10	9	20	18
Settlements/curtailments/special termination		80		80
Net periodic benefit cost	22	101	44	122
Multi-employer plans:
Net periodic benefit cost for multiemployer plans	1		2	1
Total net periodic benefit cost	23	101	46	123
Defined Benefit Pension Plan Not Including German Swedish And Certain U S Plans | unfunded plan
Multi-employer plans:
Contributions to pension plans			110	28
Defined Benefit Pension Plan Not Including German Swedish And Certain U S Plans | Forecast | unfunded plan
Multi-employer plans:
Expected contributions to pension plans for the full year					$ 190
U.S.
Ball-sponsored plans:
Service cost	12	12	24	24
Interest cost	33	15	66	30
Expected return on plan assets	(33)	(18)	(66)	(36)
Recognized net actuarial loss	9	8	18	15
Net periodic benefit cost	21	17	42	33
Multi-employer plans:
Net periodic benefit cost for multiemployer plans	1		2	1
Total net periodic benefit cost	22	17	44	34
Foreign Plans
Ball-sponsored plans:
Service cost	4	3	8	6
Interest cost	22	5	44	9
Expected return on plan assets	(26)	(5)	(52)	(9)
Recognized net actuarial loss	1	1	2	3
Settlements/curtailments/special termination		80
Net periodic benefit cost	1		2	89
Multi-employer plans:
Total net periodic benefit cost	$ 1	84	2	89
Defined Benefit German Swedish And Certain U S Plans | unfunded plan
Multi-employer plans:
Payments to participants			$ 12	9
Minimum | Defined Benefit German Swedish And Certain U S Plans | Forecast | unfunded plan
Multi-employer plans:
Expected benefit payments to plan participants for the full year					20
Maximum | Defined Benefit German Swedish And Certain U S Plans | Forecast | unfunded plan
Multi-employer plans:
Expected benefit payments to plan participants for the full year					$ 24
Divestment Business | Foreign Plans
Ball-sponsored plans:
Settlements/curtailments/special termination				$ 80
Net periodic benefit cost		$ 84

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Shareholders' Equity and Comprehensive Earnings - AOCI Activity (Details) $ / shares in Units, $ in Millions		1 Months Ended	6 Months Ended
	May 16, 2017	Apr. 30, 2017 $ / shares	Jun. 30, 2017 USD ($)
Stock split
Stock split ratio	2
Percent increase to quarterly dividends		54.00%
Post-split dividend amount per share | $ / shares		$ 10
Accumulated Other Comprehensive Earnings (Loss)
Stockholders' Equity Attributable to Parent, Beginning Balance			$ 3,435
Stockholders' Equity Attributable to Parent, Ending Balance			3,604
Foreign Currency Translation
Accumulated Other Comprehensive Earnings (Loss)
Stockholders' Equity Attributable to Parent, Beginning Balance			(329)
Other comprehensive earnings (loss) before reclassifications			(3)
Stockholders' Equity Attributable to Parent, Ending Balance			(332)
Pension and Other Postretirement Benefits
Accumulated Other Comprehensive Earnings (Loss)
Stockholders' Equity Attributable to Parent, Beginning Balance			(590)
Other comprehensive earnings (loss) before reclassifications			(23)
Amounts reclassified from accumulated other comprehensive earnings (loss)			11
Stockholders' Equity Attributable to Parent, Ending Balance			(602)
Effective Derivatives
Accumulated Other Comprehensive Earnings (Loss)
Stockholders' Equity Attributable to Parent, Beginning Balance			(22)
Other comprehensive earnings (loss) before reclassifications			(25)
Amounts reclassified from accumulated other comprehensive earnings (loss)			62
Stockholders' Equity Attributable to Parent, Ending Balance			15
Accumulated Other Comprehensive Earnings (Loss)
Accumulated Other Comprehensive Earnings (Loss)
Stockholders' Equity Attributable to Parent, Beginning Balance			(941)
Other comprehensive earnings (loss) before reclassifications			(51)
Amounts reclassified from accumulated other comprehensive earnings (loss)			73
Stockholders' Equity Attributable to Parent, Ending Balance			$ (919)

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Shareholders' Equity and Comprehensive Earnings - AOCI Additional Details (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Gains (losses) on cash flow hedges
Net sales	$ 2,855	$ 2,030	$ 5,328	$ 3,785
Cost of sales (excluding depreciation and amortization)	(2,270)	(1,596)	(4,245)	(3,012)
Selling, general and administrative	(128)	(105)	(271)	(213)
Business consolidation and other activities	(41)	28	(96)	(239)
Earnings before taxes	112	192	196	(17)
Tax benefit (expense) on amounts reclassified into earnings	(22)	114	(44)	197
Net earnings	100	307	170	180
Effective Derivatives | Amount Reclassified from Accumulated Other Comprehensive Earnings (Loss)
Gains (losses) on cash flow hedges
Earnings before taxes	(57)	(7)	(60)	(11)
Tax benefit (expense) on amounts reclassified into earnings	13		(2)	(2)
Net Income (Loss) Attributable to Parent, Total	(44)	(7)	(62)	(13)
Effective Derivatives | Amount Reclassified from Accumulated Other Comprehensive Earnings (Loss) | Commodity contracts
Gains (losses) on cash flow hedges
Net sales			(3)	3
Cost of sales (excluding depreciation and amortization)	9	(3)	17	(10)
Effective Derivatives | Amount Reclassified from Accumulated Other Comprehensive Earnings (Loss) | Commodity contract and currency exchange contracts
Gains (losses) on cash flow hedges
Business consolidation and other activities		(4)		(4)
Effective Derivatives | Amount Reclassified from Accumulated Other Comprehensive Earnings (Loss) | Foreign currency contracts
Gains (losses) on cash flow hedges
Selling, general and administrative		(1)		(1)
Effective Derivatives | Amount Reclassified from Accumulated Other Comprehensive Earnings (Loss) | Cross-currency swap
Gains (losses) on cash flow hedges
Selling, general and administrative	(71)	1	(84)	1
Interest expense	5		10
Pension and Other Postretirement Benefits
Amortization Of Pension And Other Postretirement Benefits:
Total before tax effect			(17)	(97)
Tax benefit (expense) on amounts reclassified into earnings			6	26
Recognized gain (loss)			(11)	(71)
Pension and Other Postretirement Benefits | Amount Reclassified from Accumulated Other Comprehensive Earnings (Loss)
Amortization Of Pension And Other Postretirement Benefits:
Total before tax effect	(8)	(88)
Tax benefit (expense) on amounts reclassified into earnings	3	23
Recognized gain (loss)	(5)	(65)
Prior service income (expense)
Amortization Of Pension And Other Postretirement Benefits:
Total before tax effect				2
Prior service income (expense) | Amount Reclassified from Accumulated Other Comprehensive Earnings (Loss)
Amortization Of Pension And Other Postretirement Benefits:
Total before tax effect		2
Actuarial gains (losses)
Amortization Of Pension And Other Postretirement Benefits:
Total before tax effect			$ (17)	$ (99)
Actuarial gains (losses) | Amount Reclassified from Accumulated Other Comprehensive Earnings (Loss)
Amortization Of Pension And Other Postretirement Benefits:
Total before tax effect	$ (8)	$ (90)

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Stock-Based Compensation Programs (Details) $ / shares in Units, $ in Millions			1 Months Ended				3 Months Ended
	May 16, 2017	Jun. 30, 2016 USD ($)	Apr. 30, 2017 $ / shares shares	Jan. 31, 2017 $ / shares shares	Jul. 31, 2016 $ / shares	Jan. 31, 2016 $ / shares	Jun. 30, 2017 installment	Mar. 31, 2017 shares	Mar. 31, 2016 shares
Stock-Based Compensation Programs
Stock split ratio	2
Stock option and SSARs
Stock-Based Compensation Programs
Number of equal installments commencing one year from the date of grant | installment							4
Vesting period							1 year
Expiration period of options							10 years
Granted (in shares)			1,300,000	1,100,000
Weighted average fair value at grant date (in dollars per share) | $ / shares			$ 7.21	$ 8.54	$ 8.35	$ 9.29
Weighted average assumptions used in estimation of fair values of options
Expected dividend yield (as a percent)			1.06%	0.68%	0.73%	0.79%
Expected stock price volatility (as a percent)			18.89%	20.49%	24.14%	29.25%
Risk-free interest rate (as a percent)			1.95%	2.07%	1.22%	1.57%
Expected life of options			5 years 11 months 9 days	5 years 11 months 9 days	6 years 1 month 6 days	5 years 11 months 9 days
PCEQs
Stock-Based Compensation Programs
Vesting period							3 years
Weighted average assumptions used in estimation of fair values of options
Granted (in shares)								237,452	237,510
PCEQs | Minimum
Weighted average assumptions used in estimation of fair values of options
Percent of participant PCEQ award assigned that determines the number of shares available at vesting date								0.00%	0.00%
PCEQs | Maximum
Weighted average assumptions used in estimation of fair values of options
Percent of participant PCEQ award assigned that determines the number of shares available at vesting date								200.00%	200.00%
PCEQs | Special Acquisition Related Incentive Plan
Stock-Based Compensation Programs
Granted (in shares)								1,100,000
PCEQs | Special Acquisition Related Incentive Plan | Minimum
Weighted average assumptions used in estimation of fair values of options
Percent of participant PCEQ award assigned that determines the number of shares available at vesting date								0.00%
PCEQs | Special Acquisition Related Incentive Plan | Maximum
Weighted average assumptions used in estimation of fair values of options
Percent of participant PCEQ award assigned that determines the number of shares available at vesting date								200.00%
Rexam
Weighted average assumptions used in estimation of fair values of options
Cash paid to settle awards vested through date of acquisition that was included in consideration paid for the acquisition | $		$ 24

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Earnings and Dividends Per Share (Details) $ / shares in Units, shares in Thousands, $ in Millions			3 Months Ended				6 Months Ended
		May 16, 2017	Jun. 30, 2017 USD ($) $ / shares shares	Mar. 31, 2017 $ / shares	Jun. 30, 2016 USD ($) $ / shares shares	Mar. 31, 2016 $ / shares	Jun. 30, 2017 USD ($) $ / shares shares	Jun. 30, 2016 USD ($) $ / shares shares
Earnings Per Share
Net earnings attributable to Ball Corporation | $			$ 99		$ 307		$ 167	$ 180
Basic weighted average common shares | shares	[1]		351,066		284,076		350,560	283,832
Effect of dilutive securities (in shares) | shares			7,913		6,378		7,946	6,498
Weighted average shares applicable to diluted earnings per share | shares	[1]		358,979		290,454		358,506	290,330
Basic (in dollars per share) | $ / shares	[1]		$ 0.28		$ 1.08		$ 0.48	$ 0.63
Diluted (in dollars per share) | $ / shares	[1]		$ 0.28		$ 1.06		$ 0.47	$ 0.62
Stock split ratio		2
Number of outstanding options excluded from computation of diluted earnings per share | shares			3,000		4,000		5,000	4,000
Dividends declared (in dollars per share) | $ / shares			$ 0.10	$ 0.065	$ 0.065	$ 0.065
Dividends paid (in dollars per share) | $ / shares			$ 0.10	$ 0.065	$ 0.065	$ 0.065

[1] Amounts in 2016 have been retrospectively adjusted for the two-for-one stock split that was effective on May 16, 2017.

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Financial Instruments and Risk Management - General (Details) $ / shares in Units, $ in Millions		3 Months Ended		6 Months Ended
	Jun. 30, 2017 USD ($) item approach	Jun. 30, 2017 USD ($) item approach $ / shares	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($) item approach	Jun. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)
Financial Instruments and Risk Management
Costs associated with terminated interest rate contracts			$ 4.0		$ 20.0
Aggregate fair value of derivative instruments with credit-risk-related contingent features that were in a net liability position	$ 24.0	$ 24.0		$ 24.0		$ 44.0
Collateral amount posted for derivative instruments with credit-risk-related contingent features that were in a net liability position	$ 0.0	$ 0.0		$ 0.0		$ 0.0
Commodity contracts
Financial Instruments and Risk Management
Number of methods through which entity manages commodity price risk in connection with market price fluctuations of aluminum ingot | approach	2	2		2
Notional amount of derivatives	$ 985.0	$ 985.0		$ 985.0
Gain (loss) on derivatives included in accumulated other comprehensive earnings (loss), net of tax	23.0	23.0		23.0
Net gain expected to be recognized in the consolidated statement of earnings during the next 12 months				17.0
Commodity contracts | Derivatives Designated As Hedging Instruments | Cash Flow Hedging
Financial Instruments and Risk Management
Notional amount of derivatives	$ 922.0	$ 922.0		922.0
Commodity contracts | Maximum
Financial Instruments and Risk Management
Period within which derivative will expire		3 years
Interest rate swap agreements | Cash Flow Hedging
Financial Instruments and Risk Management
Net after-tax gain (loss) included in AOCI				$ 0.0
Number of contracts outstanding | item	0	0		0
Currency Exchange Rate Risk
Financial Instruments and Risk Management
Notional amount of derivatives	$ 2,000.0	$ 2,000.0		$ 2,000.0
Period within which derivative will expire				2 years
Net gain expected to be recognized in the consolidated statement of earnings during the next 12 months				$ 5.0
Net after-tax gain (loss) included in AOCI	5.0
Cross-currency swap
Financial Instruments and Risk Management
Gain (loss) on derivatives included in accumulated other comprehensive earnings (loss), net of tax	(13.0)	(13.0)		(13.0)
Amount of hedge contract			$ 1,000.0		$ 1,000.0
Fair value of swaps	$ (39.0)	$ (39.0)		$ (39.0)
Equity contracts
Financial Instruments and Risk Management
Change in company's stock price (in dollars per share) | $ / shares		$ 1
Notional value of the swap (in shares) | item	2,700,000	2,700,000		2,700,000
Fair value of swaps	$ 3.4	$ 3.4		$ 3.4

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Financial Instruments and Risk Management - Fair Value (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Fair Value Measurements
Total current derivative contracts, assets	$ 45	$ 40
Total noncurrent derivative contracts, assets	6	46
Total current derivative contracts, liabilities	39	25
Total noncurrent derivative contracts, liabilities	40
Commodity contracts
Fair Value Measurements
Total current derivative contracts, assets	31	18
Total noncurrent derivative contracts, assets	6	7
Total current derivative contracts, liabilities	8	3
Total noncurrent derivative contracts, liabilities	1
Foreign currency contracts
Fair Value Measurements
Total current derivative contracts, assets	11	1
Total current derivative contracts, liabilities	31	22
Interest rate and other contracts
Fair Value Measurements
Total current derivative contracts, assets	3	21
Total noncurrent derivative contracts, assets		39
Total noncurrent derivative contracts, liabilities	39
Derivatives Designated As Hedging Instruments
Fair Value Measurements
Total current derivative contracts, assets	31	18
Total noncurrent derivative contracts, assets	6	46
Total current derivative contracts, liabilities	6	3
Total noncurrent derivative contracts, liabilities	40
Derivatives Designated As Hedging Instruments | Commodity contracts
Fair Value Measurements
Total current derivative contracts, assets	29	17
Total noncurrent derivative contracts, assets	6	7
Total current derivative contracts, liabilities	6	3
Total noncurrent derivative contracts, liabilities	1
Derivatives Designated As Hedging Instruments | Foreign currency contracts
Fair Value Measurements
Total current derivative contracts, assets	2	1
Derivatives Designated As Hedging Instruments | Interest rate and other contracts
Fair Value Measurements
Total noncurrent derivative contracts, assets		39
Total noncurrent derivative contracts, liabilities	39
Derivatives Not Designated As Hedging Instruments
Fair Value Measurements
Total current derivative contracts, assets	14	22
Total current derivative contracts, liabilities	33	22
Derivatives Not Designated As Hedging Instruments | Commodity contracts
Fair Value Measurements
Total current derivative contracts, assets	2	1
Total current derivative contracts, liabilities	2
Derivatives Not Designated As Hedging Instruments | Foreign currency contracts
Fair Value Measurements
Total current derivative contracts, assets	9
Total current derivative contracts, liabilities	31	22
Derivatives Not Designated As Hedging Instruments | Interest rate and other contracts
Fair Value Measurements
Total current derivative contracts, assets	$ 3	$ 21

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Financial Instruments and Risk Management - Impact on Earnings (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Impact on Earnings from Derivative Instruments
Cash Flow Hedge - Reclassified Amount from Other Comprehensive Earnings (Loss)	$ (57)	$ (7)	$ (60)	$ (11)
Gain (Loss) on Derivatives not Designated as Hedge Instruments	(5)	66	(24)	(76)
Amounts reclassified into earnings:
Commodity contracts	(9)	3	(14)	7
Cross currency swap contracts	66	(1)	74	(1)
Commodity and currency exchange contracts attributed to the divestment business		4		4
Currency exchange contracts		1		1
Change in fair value of cash flow hedges:
Commodity contracts	(28)	13	23	6
Interest rate contracts		1	1
Cross currency swap contracts	(66)	(6)	(69)	(6)
Currency exchange contracts	2	(3)	1	1
Foreign Currency and tax impacts	15	(2)	21	(2)
Changes in accumulated other comprehensive earnings (loss) for effective derivatives	(20)	10	37	10
Commodity contracts | Net sales
Impact on Earnings from Derivative Instruments
Cash Flow Hedge - Reclassified Amount from Other Comprehensive Earnings (Loss)			(3)	3
Gain (Loss) on Derivatives not Designated as Hedge Instruments			(2)
Commodity contracts | Cost of sales
Impact on Earnings from Derivative Instruments
Cash Flow Hedge - Reclassified Amount from Other Comprehensive Earnings (Loss)	9	(3)	17	(10)
Gain (Loss) on Derivatives not Designated as Hedge Instruments	(4)		(3)
Interest rate contracts | Debt refinancing and other costs
Impact on Earnings from Derivative Instruments
Gain (Loss) on Derivatives not Designated as Hedge Instruments		(4)		(20)
Foreign currency contracts | Selling, general and administrative
Impact on Earnings from Derivative Instruments
Cash Flow Hedge - Reclassified Amount from Other Comprehensive Earnings (Loss)		(1)		(1)
Gain (Loss) on Derivatives not Designated as Hedge Instruments	(14)	36	(29)	36
Foreign currency contracts | Business consolidation and other activities
Impact on Earnings from Derivative Instruments
Gain (Loss) on Derivatives not Designated as Hedge Instruments		1		(87)
Equity contracts | Selling, general and administrative
Impact on Earnings from Derivative Instruments
Gain (Loss) on Derivatives not Designated as Hedge Instruments	13	1	10	(1)
Cross-currency swap | Interest expense.
Impact on Earnings from Derivative Instruments
Cash Flow Hedge - Reclassified Amount from Other Comprehensive Earnings (Loss)	5		10
Cross-currency swap | Selling, general and administrative
Impact on Earnings from Derivative Instruments
Cash Flow Hedge - Reclassified Amount from Other Comprehensive Earnings (Loss)	$ (71)	1	$ (84)	1
Cross-currency swap | Business consolidation and other activities
Impact on Earnings from Derivative Instruments
Gain (Loss) on Derivatives not Designated as Hedge Instruments		32		(4)
Commodity Contracts And Currency Exchange Contracts | Business consolidation and other activities
Impact on Earnings from Derivative Instruments
Cash Flow Hedge - Reclassified Amount from Other Comprehensive Earnings (Loss)		$ (4)
Divestment Business | Commodity Contracts And Currency Exchange Contracts | Business consolidation and other activities
Impact on Earnings from Derivative Instruments
Cash Flow Hedge - Reclassified Amount from Other Comprehensive Earnings (Loss)				$ (4)

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Contingencies - Environmental (Details) $ in Millions		1 Months Ended		3 Months Ended		6 Months Ended	12 Months Ended
	Nov. 04, 2011	Jan. 31, 2015 USD ($)	Nov. 30, 2012 item	Jun. 30, 2017 USD ($)	Sep. 30, 2014 item	Jun. 30, 2017 USD ($) a action	Dec. 31, 2003	Dec. 31, 1992 USD ($) company
Other Current Liabilities And Other Noncurrent Liabilities
Environmental remediation
Estimated potential liability for all environmental matters				$ 45		$ 45
Waste Disposal Remediation | Lowry Landfill Site
Environmental remediation
Number of actions in which the company is actively involved | action						0
Waste Disposal Remediation | Lowry Landfill Site | Waste Management
Environmental remediation
Project costs to date		$ 140
Period before projected completion of project when response cost is expected to exceed minimum amount							3 years
Estimated additional cleanup costs				10		$ 10
Estimated additional site costs for the potentially responsible party (PRP) group				$ 1		1
Waste Disposal Remediation | Lowry Landfill Site | Waste Management | Minimum
Environmental remediation
Site contingency response cost								$ 319
Waste Disposal Remediation | Lowry Landfill Site | Denver And Waste Management Litigation
Environmental remediation
Loss Contingency, Number of Defendants | company								38
Waste Disposal Remediation | Lower Duwamish Site
Environmental remediation
Project costs to date						100
Potential period for data review				1 year
Number of additional potentially responsible parties (PRPs) | item					20
Total site remediation costs expected to cover river bottom area in excess of amount spent to date						$ 342
Area of river bottom to be remediated (in acres) | a						200
Waste Disposal Remediation | Lower Duwamish Site | Minimum
Environmental remediation
Number of potentially responsible parties (PRPs) | item			50
Number of industrial companies and governmental entities under review | item			30
Number of PRP groups discussing allocation proposals | item			2
Waste Disposal Remediation | Crown Vantage Landfill Site | Georgia Pacific and International Paper Claims
Environmental remediation
Project costs to date						$ 14
Amount of liability for site clean up by Rexam to successor (as a percentage)	50.00%
Waste Disposal Remediation | Curtis Paper Superfund Site | Georgia Pacific And International Paper
Environmental remediation
Project costs to date						30
Rexam | Waste Disposal Remediation | Crown Vantage Landfill Site | Georgia Pacific and International Paper Claims | Georgia Pacific And International Paper
Environmental remediation
Amount of liability for site clean up costs by Rexam to successor						$ 7

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Indemnifications and Guarantees (Details)	6 Months Ended
	Jun. 30, 2017
Material Wholly Owned Domestic Subsidiaries | Senior credit facilities
Guarantees
Percent of capital stock pledged	100.00%
Material Wholly Owned First Tier Foreign Subsidiaries | Senior credit facilities
Guarantees
Percent of capital stock pledged	65.00%
Material Wholly Owned Foreign Subsidiaries And Material Wholly Owned U S Domiciled Foreign Subsidiaries | Obligation of certain foreign borrowers and foreign pledgors
Guarantees
Percent of capital stock pledged	100.00%

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Subsidiary Guarantees of Debt - Condensed Consolidating Statement of Earnings (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Subsidiary Guarantees of Debt
Ownership interest in guarantor subsidiaries (as a percent)			100.00%
Net sales	$ 2,855	$ 2,030	$ 5,328	$ 3,785
Costs and expenses
Cost of sales (excluding depreciation and amortization)	(2,270)	(1,596)	(4,245)	(3,012)
Depreciation and amortization	(229)	(78)	(377)	(153)
Selling, general and administrative	(128)	(105)	(271)	(213)
Business consolidation and other activities	(41)	28	(96)	(239)
Total costs and expenses	(2,668)	(1,751)	(4,989)	(3,617)
Earnings (loss) before interest and taxes	187	279	339	168
Interest expense	(74)	(41)	(142)	(79)
Debt refinancing and other costs	(1)	(46)	(1)	(106)
Total interest expense	(75)	(87)	(143)	(185)
Earnings (loss) before taxes	112	192	196	(17)
Tax (provision) benefit	(22)	114	(44)	197
Equity in results of affiliates, net of tax	10	1	18
Net earnings	100	307	170	180
Net earnings attributable to noncontrolling interests	(1)		(3)
Net earnings attributable to Ball Corporation	99	307	167	180
Comprehensive earnings (loss) attributable to Ball Corporation	(7)	323	189	227
Eliminating Adjustments
Subsidiary Guarantees of Debt
Net sales	(49)	(58)	(64)	(83)
Costs and expenses
Cost of sales (excluding depreciation and amortization)	49	58	64	83
Equity in results of subsidiaries	(150)	194	(277)	74
Total costs and expenses	(101)	252	(213)	157
Earnings (loss) before interest and taxes	(150)	194	(277)	74
Earnings (loss) before taxes	(150)	194	(277)	74
Net earnings	(150)	194	(277)	74
Net earnings attributable to Ball Corporation	(150)	194	(277)	74
Comprehensive earnings (loss) attributable to Ball Corporation	57	158	(249)	(9)
Guarantees Relating to Senior Notes
Subsidiary Guarantees of Debt
Net sales	2,855	2,030	5,328	3,785
Costs and expenses
Cost of sales (excluding depreciation and amortization)	(2,270)	(1,596)	(4,245)	(3,012)
Depreciation and amortization	(229)	(78)	(377)	(153)
Selling, general and administrative	(128)	(105)	(271)	(213)
Business consolidation and other activities	(41)	28	(96)	(239)
Total costs and expenses	(2,668)	(1,751)	(4,989)	(3,617)
Earnings (loss) before interest and taxes	187	279	339	168
Interest expense	(74)	(41)	(142)	(79)
Debt refinancing and other costs	(1)	(46)	(1)	(106)
Total interest expense	(75)	(87)	(143)	(185)
Earnings (loss) before taxes	112	192	196	(17)
Tax (provision) benefit	(22)	114	(44)	197
Equity in results of affiliates, net of tax	10	1	18
Net earnings	100	307	170	180
Net earnings attributable to noncontrolling interests	(1)		(3)
Net earnings attributable to Ball Corporation	99	307	167	180
Comprehensive earnings (loss) attributable to Ball Corporation	(7)	323	189	227
Guarantees Relating to Senior Notes | Eliminating Adjustments
Subsidiary Guarantees of Debt
Net sales	(49)	(58)	(64)	(83)
Costs and expenses
Cost of sales (excluding depreciation and amortization)	49	58	64	83
Equity in results of subsidiaries	(167)	1,832	(286)	1,712
Total costs and expenses	(118)	1,890	(222)	1,795
Earnings (loss) before interest and taxes	(167)	1,832	(286)	1,712
Earnings (loss) before taxes	(167)	1,832	(286)	1,712
Net earnings	(167)	1,832	(286)	1,712
Net earnings attributable to Ball Corporation	(167)	1,832	(286)	1,712
Comprehensive earnings (loss) attributable to Ball Corporation	45	1,803	(268)	1,636
Ball Corporation
Costs and expenses
Depreciation and amortization	(2)	(1)	(3)	(2)
Selling, general and administrative	(55)	(13)	(100)	(32)
Business consolidation and other activities	(14)	770	(64)	510
Equity in results of subsidiaries	148	(481)	270	(396)
Intercompany	81	60	162	110
Total costs and expenses	158	335	265	190
Earnings (loss) before interest and taxes	158	335	265	190
Interest expense	(68)	(38)	(134)	(75)
Debt refinancing and other costs		(36)		(96)
Total interest expense	(68)	(74)	(134)	(171)
Earnings (loss) before taxes	90	261	131	19
Tax (provision) benefit	9	46	36	161
Net earnings	99	307	167	180
Net earnings attributable to Ball Corporation	99	307	167	180
Comprehensive earnings (loss) attributable to Ball Corporation	(7)	323	189	227
Ball Corporation | Guarantees Relating to Senior Notes
Costs and expenses
Depreciation and amortization	(2)	(1)	(3)	(2)
Selling, general and administrative	(55)	(13)	(100)	(32)
Business consolidation and other activities	(14)	770	(64)	510
Equity in results of subsidiaries	148	(481)	270	(396)
Intercompany	81	60	162	110
Total costs and expenses	158	335	265	190
Earnings (loss) before interest and taxes	158	335	265	190
Interest expense	(68)	(38)	(134)	(75)
Debt refinancing and other costs		(36)		(96)
Total interest expense	(68)	(74)	(134)	(171)
Earnings (loss) before taxes	90	261	131	19
Tax (provision) benefit	9	46	36	161
Net earnings	99	307	167	180
Net earnings attributable to Ball Corporation	99	307	167	180
Comprehensive earnings (loss) attributable to Ball Corporation	(7)	323	189	227
Guarantor Subsidiaries
Subsidiary Guarantees of Debt
Net sales	1,273	1,206	2,388	2,281
Costs and expenses
Cost of sales (excluding depreciation and amortization)	(1,066)	(975)	(1,969)	(1,862)
Depreciation and amortization	(37)	(36)	(73)	(71)
Selling, general and administrative	(37)	(42)	(79)	(82)
Business consolidation and other activities	(8)	(6)	(4)	(23)
Equity in results of subsidiaries	2	286	7	322
Intercompany	(45)	(44)	(87)	(87)
Total costs and expenses	(1,191)	(817)	(2,205)	(1,803)
Earnings (loss) before interest and taxes	82	389	183	478
Interest expense	1	(1)	3	(1)
Total interest expense	1	(1)	3	(1)
Earnings (loss) before taxes	83	388	186	477
Tax (provision) benefit	(27)	(32)	(64)	(51)
Equity in results of affiliates, net of tax	1	1	1
Net earnings	57	357	123	426
Net earnings attributable to Ball Corporation	57	357	123	426
Comprehensive earnings (loss) attributable to Ball Corporation	(45)	385	115	483
Guarantor Subsidiaries | Guarantees Relating to Senior Notes
Subsidiary Guarantees of Debt
Net sales	1,273	1,206	2,388	2,281
Costs and expenses
Cost of sales (excluding depreciation and amortization)	(1,066)	(975)	(1,969)	(1,862)
Depreciation and amortization	(37)	(36)	(73)	(71)
Selling, general and administrative	(16)	(42)	(58)	(82)
Business consolidation and other activities	(9)	(19)	(5)	(23)
Equity in results of subsidiaries	13	(541)	17	(505)
Intercompany	(43)	(43)	(83)	(84)
Total costs and expenses	(1,158)	(1,656)	(2,171)	(2,627)
Earnings (loss) before interest and taxes	115	(450)	217	(346)
Interest expense	1	(1)	3	(1)
Total interest expense	1	(1)	3	(1)
Earnings (loss) before taxes	116	(451)	220	(347)
Tax (provision) benefit	(26)	(32)	(64)	(51)
Equity in results of affiliates, net of tax	1	1	1
Net earnings	91	(482)	157	(398)
Net earnings attributable to Ball Corporation	91	(482)	157	(398)
Comprehensive earnings (loss) attributable to Ball Corporation	(15)	(461)	154	(348)
Non-Guarantor Subsidiaries
Subsidiary Guarantees of Debt
Net sales	1,631	882	3,004	1,587
Costs and expenses
Cost of sales (excluding depreciation and amortization)	(1,253)	(679)	(2,340)	(1,233)
Depreciation and amortization	(190)	(41)	(301)	(80)
Selling, general and administrative	(36)	(50)	(92)	(99)
Business consolidation and other activities	(19)	(736)	(28)	(726)
Equity in results of subsidiaries		1
Intercompany	(36)	(16)	(75)	(23)
Total costs and expenses	(1,534)	(1,521)	(2,836)	(2,161)
Earnings (loss) before interest and taxes	97	(639)	168	(574)
Interest expense	(7)	(2)	(11)	(3)
Debt refinancing and other costs	(1)	(10)	(1)	(10)
Total interest expense	(8)	(12)	(12)	(13)
Earnings (loss) before taxes	89	(651)	156	(587)
Tax (provision) benefit	(4)	100	(16)	87
Equity in results of affiliates, net of tax	9		17
Net earnings	94	(551)	157	(500)
Net earnings attributable to noncontrolling interests	(1)		(3)
Net earnings attributable to Ball Corporation	93	(551)	154	(500)
Comprehensive earnings (loss) attributable to Ball Corporation	(12)	(543)	134	(474)
Non-Guarantor Subsidiaries | Guarantees Relating to Senior Notes
Subsidiary Guarantees of Debt
Net sales	1,631	882	3,004	1,587
Costs and expenses
Cost of sales (excluding depreciation and amortization)	(1,253)	(679)	(2,340)	(1,233)
Depreciation and amortization	(190)	(41)	(301)	(80)
Selling, general and administrative	(57)	(50)	(113)	(99)
Business consolidation and other activities	(18)	(723)	(27)	(726)
Equity in results of subsidiaries	6	(810)	(1)	(811)
Intercompany	(38)	(17)	(79)	(26)
Total costs and expenses	(1,550)	(2,320)	(2,861)	(2,975)
Earnings (loss) before interest and taxes	81	(1,438)	143	(1,388)
Interest expense	(7)	(2)	(11)	(3)
Debt refinancing and other costs	(1)	(10)	(1)	(10)
Total interest expense	(8)	(12)	(12)	(13)
Earnings (loss) before taxes	73	(1,450)	131	(1,401)
Tax (provision) benefit	(5)	100	(16)	87
Equity in results of affiliates, net of tax	9		17
Net earnings	77	(1,350)	132	(1,314)
Net earnings attributable to noncontrolling interests	(1)		(3)
Net earnings attributable to Ball Corporation	76	(1,350)	129	(1,314)
Comprehensive earnings (loss) attributable to Ball Corporation	$ (30)	$ (1,342)	$ 114	$ (1,288)

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Subsidiary Guarantees of Debt - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Millions		Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2015
Current assets
Cash and cash equivalents		$ 433	$ 597	$ 6,399	$ 224
Receivables, net		1,637	1,491
Inventories, net		1,524	1,413
Other Assets, Current		171	152
Total current assets		3,765	3,653
Noncurrent assets
Property, plant and equipment, net		4,424	4,387
Goodwill		4,858	5,095
Intangible assets, net		2,512	1,934
Other assets		1,162	1,104
Total assets		16,721	16,173
Current liabilities
Short-term debt and current portion of long-term debt		322	222
Accounts payable		2,146	2,033
Accrued employee costs		291	315
Other current liabilities		591	399
Total current liabilities		3,350	2,969
Noncurrent liabilities
Long-term debt		7,226	7,310
Employee benefit obligations		1,429	1,497
Deferred taxes		633	439
Other liabilities		373	417
Total liabilities		13,011	12,632
Common stock	[1]	1,060	1,038
Retained earnings		4,849	4,739
Accumulated other comprehensive earnings (loss)		(919)	(941)
Treasury stock, at cost	[1]	(1,386)	(1,401)
Total Ball Corporation shareholders' equity		3,604	3,435
Noncontrolling interests		106	106
Total shareholders' equity		3,710	3,541
Total liabilities and shareholders' equity		16,721	16,173
Eliminating Adjustments
Current assets
Intercompany receivables		(1,118)	(1,127)
Total current assets		(1,118)	(1,127)
Noncurrent assets
Investment in subsidiaries		(10,434)	(10,183)
Total assets		(11,552)	(11,310)
Current liabilities
Intercompany payables		(1,152)	(1,127)
Total current liabilities		(1,152)	(1,127)
Noncurrent liabilities
Intercompany long-term notes		34
Total liabilities		(1,118)	(1,127)
Common stock		(5,061)	(5,061)
Preferred stock		(5)	(5)
Retained earnings		(6,761)	(6,482)
Accumulated other comprehensive earnings (loss)		1,393	1,365
Total Ball Corporation shareholders' equity		(10,434)	(10,183)
Total shareholders' equity		(10,434)	(10,183)
Total liabilities and shareholders' equity		(11,552)	(11,310)
Ball Corporation
Current assets
Cash and cash equivalents		5	2	2,135	5
Receivables, net		67	96
Intercompany receivables		43	39
Other Assets, Current		31	40
Total current assets		146	177
Noncurrent assets
Property, plant and equipment, net		34	23
Investment in subsidiaries		8,079	7,815
Goodwill		3
Intangible assets, net		17	18
Other assets		80	94
Total assets		8,359	8,127
Current liabilities
Short-term debt and current portion of long-term debt		273	141
Accounts payable		11	18
Intercompany payables		1,014	1,010
Accrued employee costs		18	25
Other current liabilities		289	138
Total current liabilities		1,605	1,332
Noncurrent liabilities
Long-term debt		6,409	6,337
Employee benefit obligations		346	347
Intercompany long-term notes		(3,394)	(3,142)
Deferred taxes		(353)	(308)
Other liabilities		142	127
Total liabilities		4,755	4,693
Common stock		1,060	1,038
Retained earnings		4,849	4,739
Accumulated other comprehensive earnings (loss)		(919)	(942)
Treasury stock, at cost		(1,386)	(1,401)
Total Ball Corporation shareholders' equity		3,604	3,434
Total shareholders' equity		3,604	3,434
Total liabilities and shareholders' equity		8,359	8,127
Guarantor Subsidiaries
Current assets
Cash and cash equivalents			(11)	1
Receivables, net		402	450
Intercompany receivables		116	125
Inventories, net		550	516
Other Assets, Current		34	33
Total current assets		1,102	1,113
Noncurrent assets
Property, plant and equipment, net		1,138	1,087
Investment in subsidiaries		2,276	2,289
Goodwill		981	990
Intangible assets, net		71	76
Other assets		19	20
Total assets		5,587	5,575
Current liabilities
Accounts payable		787	771
Intercompany payables		79	52
Accrued employee costs		120	135
Other current liabilities		70	65
Total current liabilities		1,056	1,023
Noncurrent liabilities
Employee benefit obligations		362	440
Intercompany long-term notes		115	178
Deferred taxes		207	198
Other liabilities		15	20
Total liabilities		1,755	1,859
Common stock		635	635
Retained earnings		4,018	3,893
Accumulated other comprehensive earnings (loss)		(821)	(812)
Total Ball Corporation shareholders' equity		3,832	3,716
Total shareholders' equity		3,832	3,716
Total liabilities and shareholders' equity		5,587	5,575
Non-Guarantor Subsidiaries
Current assets
Cash and cash equivalents		428	606	4,263	219
Receivables, net		1,168	945
Intercompany receivables		959	963
Inventories, net		974	897
Other Assets, Current		106	79
Total current assets		3,635	3,490
Noncurrent assets
Property, plant and equipment, net		3,252	3,277
Investment in subsidiaries		79	79
Goodwill		3,874	4,105
Intangible assets, net		2,424	1,840
Other assets		1,063	990
Total assets		14,327	13,781
Current liabilities
Short-term debt and current portion of long-term debt		49	81
Accounts payable		1,348	1,244
Intercompany payables		59	65
Accrued employee costs		153	155
Other current liabilities		232	196
Total current liabilities		1,841	1,741
Noncurrent liabilities
Long-term debt		817	973
Employee benefit obligations		721	710
Intercompany long-term notes		3,245	2,964
Deferred taxes		779	549
Other liabilities		216	270
Total liabilities		7,619	7,207
Common stock		4,426	4,426
Preferred stock		5	5
Retained earnings		2,743	2,589
Accumulated other comprehensive earnings (loss)		(572)	(552)
Total Ball Corporation shareholders' equity		6,602	6,468
Noncontrolling interests		106	106
Total shareholders' equity		6,708	6,574
Total liabilities and shareholders' equity		14,327	13,781
Guarantees Relating to Senior Notes
Current assets
Cash and cash equivalents		433	597	6,399	224
Receivables, net		1,637	1,491
Inventories, net		1,524	1,413
Other Assets, Current		171	152
Total current assets		3,765	3,653
Noncurrent assets
Property, plant and equipment, net		4,424	4,387
Goodwill		4,858	5,095
Intangible assets, net		2,512	1,934
Other assets		1,162	1,104
Total assets		16,721	16,173
Current liabilities
Short-term debt and current portion of long-term debt		322	222
Accounts payable		2,146	2,033
Accrued employee costs		291	315
Other current liabilities		591	399
Total current liabilities		3,350	2,969
Noncurrent liabilities
Long-term debt		7,226	7,310
Employee benefit obligations		1,429	1,497
Deferred taxes		633	439
Other liabilities		373	417
Total liabilities		13,011	12,632
Common stock		1,060	1,038
Retained earnings		4,849	4,739
Accumulated other comprehensive earnings (loss)		(919)	(941)
Treasury stock, at cost		(1,386)	(1,401)
Total Ball Corporation shareholders' equity		3,604	3,435
Noncontrolling interests		106	106
Total shareholders' equity		3,710	3,541
Total liabilities and shareholders' equity		16,721	16,173
Guarantees Relating to Senior Notes | Eliminating Adjustments
Current assets
Intercompany receivables		(1,493)	(1,469)
Total current assets		(1,493)	(1,469)
Noncurrent assets
Investment in subsidiaries		(12,796)	(12,529)
Total assets		(14,289)	(13,998)
Current liabilities
Intercompany payables		(1,527)	(1,471)
Total current liabilities		(1,527)	(1,471)
Noncurrent liabilities
Intercompany long-term notes		34	2
Total liabilities		(1,493)	(1,469)
Common stock		(7,421)	(7,421)
Preferred stock		(5)	(5)
Retained earnings		(6,778)	(6,493)
Accumulated other comprehensive earnings (loss)		1,408	1,390
Total Ball Corporation shareholders' equity		(12,796)	(12,529)
Total shareholders' equity		(12,796)	(12,529)
Total liabilities and shareholders' equity		(14,289)	(13,998)
Guarantees Relating to Senior Notes | Ball Corporation
Current assets
Cash and cash equivalents		5	2	2,135	5
Receivables, net		67	96
Intercompany receivables		43	39
Other Assets, Current		31	40
Total current assets		146	177
Noncurrent assets
Property, plant and equipment, net		34	23
Investment in subsidiaries		8,079	7,815
Goodwill		3
Intangible assets, net		17	18
Other assets		80	94
Total assets		8,359	8,127
Current liabilities
Short-term debt and current portion of long-term debt		273	141
Accounts payable		11	18
Intercompany payables		1,014	1,010
Accrued employee costs		18	25
Other current liabilities		289	138
Total current liabilities		1,605	1,332
Noncurrent liabilities
Long-term debt		6,409	6,337
Employee benefit obligations		346	347
Intercompany long-term notes		(3,394)	(3,142)
Deferred taxes		(353)	(308)
Other liabilities		142	127
Total liabilities		4,755	4,693
Common stock		1,060	1,038
Retained earnings		4,849	4,739
Accumulated other comprehensive earnings (loss)		(919)	(942)
Treasury stock, at cost		(1,386)	(1,401)
Total Ball Corporation shareholders' equity		3,604	3,434
Total shareholders' equity		3,604	3,434
Total liabilities and shareholders' equity		8,359	8,127
Guarantees Relating to Senior Notes | Guarantor Subsidiaries
Current assets
Cash and cash equivalents			(11)	3
Receivables, net		404	450
Intercompany receivables		491	467
Inventories, net		550	516
Other Assets, Current		40	39
Total current assets		1,485	1,461
Noncurrent assets
Property, plant and equipment, net		1,139	1,087
Investment in subsidiaries		4,291	4,291
Goodwill		981	985
Intangible assets, net		71	76
Other assets		300	306
Total assets		8,267	8,206
Current liabilities
Accounts payable		787	772
Intercompany payables		79	53
Accrued employee costs		133	152
Other current liabilities		75	69
Total current liabilities		1,074	1,046
Noncurrent liabilities
Employee benefit obligations		669	760
Intercompany long-term notes		1,978	2,018
Deferred taxes		241	232
Other liabilities		31	35
Total liabilities		3,993	4,091
Common stock		1,127	1,120
Retained earnings		3,988	3,832
Accumulated other comprehensive earnings (loss)		(841)	(837)
Total Ball Corporation shareholders' equity		4,274	4,115
Total shareholders' equity		4,274	4,115
Total liabilities and shareholders' equity		8,267	8,206
Guarantees Relating to Senior Notes | Non-Guarantor Subsidiaries
Current assets
Cash and cash equivalents		428	606	$ 4,261	$ 219
Receivables, net		1,166	945
Intercompany receivables		959	963
Inventories, net		974	897
Other Assets, Current		100	73
Total current assets		3,627	3,484
Noncurrent assets
Property, plant and equipment, net		3,251	3,277
Investment in subsidiaries		426	423
Goodwill		3,874	4,110
Intangible assets, net		2,424	1,840
Other assets		782	704
Total assets		14,384	13,838
Current liabilities
Short-term debt and current portion of long-term debt		49	81
Accounts payable		1,348	1,243
Intercompany payables		434	408
Accrued employee costs		140	138
Other current liabilities		227	192
Total current liabilities		2,198	2,062
Noncurrent liabilities
Long-term debt		817	973
Employee benefit obligations		414	390
Intercompany long-term notes		1,382	1,122
Deferred taxes		745	515
Other liabilities		200	255
Total liabilities		5,756	5,317
Common stock		6,294	6,301
Preferred stock		5	5
Retained earnings		2,790	2,661
Accumulated other comprehensive earnings (loss)		(567)	(552)
Total Ball Corporation shareholders' equity		8,522	8,415
Noncontrolling interests		106	106
Total shareholders' equity		8,628	8,521
Total liabilities and shareholders' equity		$ 14,384	$ 13,838

[1] Amounts in 2016 have been retrospectively adjusted for the two-for-one stock split that was effective on May 16, 2017.

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Subsidiary Guarantees of Debt - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Subsidiary Guarantees of Debt
Cash provided by (used in) operating activities	$ 263	$ 36
Cash flows from investing activities
Capital expenditures	(240)	(273)
Business acquisition, net of cash acquired		413
Business dispositions, net of cash sold	31	2,815
Other, net	2	(86)
Cash provided by (used in) investing activities	(207)	2,869
Cash Flows from Financing Activities
Long-term borrowings	290	3,824
Repayments of long-term borrowings	(561)	(621)
Net change in short-term borrowings	91	250
Proceeds from issuances of common stock, net of shares used for taxes	14	23
Acquisitions of treasury stock	(3)	(98)
Common stock dividends	(58)	(37)
Other, net	(1)	(21)
Cash provided by (used in) financing activities	(228)	3,320
Effect of exchange rate changes on cash	8	(50)
Change in cash and cash equivalents	(164)	6,175
Cash and cash equivalents - beginning of period	597	224
Cash and cash equivalents - end of period	433	6,399
Ball Corporation
Subsidiary Guarantees of Debt
Cash provided by (used in) operating activities	219	(23)
Cash flows from investing activities
Capital expenditures	(15)	(6)
Business acquisition, net of cash acquired		4,506
Business dispositions, net of cash sold		884
Other, net	2	(91)
Cash provided by (used in) investing activities	(13)	5,293
Cash Flows from Financing Activities
Long-term borrowings	290	2,195
Repayments of long-term borrowings	(325)	(590)
Net change in short-term borrowings	131	200
Proceeds from issuances of common stock, net of shares used for taxes	14	23
Acquisitions of treasury stock	(3)	(98)
Common stock dividends	(58)	(37)
Intercompany	(252)	(4,827)
Other, net		(11)
Cash provided by (used in) financing activities	(203)	(3,145)
Effect of exchange rate changes on cash		5
Change in cash and cash equivalents	3	2,130
Cash and cash equivalents - beginning of period	2	5
Cash and cash equivalents - end of period	5	2,135
Guarantor Subsidiaries
Subsidiary Guarantees of Debt
Cash provided by (used in) operating activities	123	158
Cash flows from investing activities
Capital expenditures	(138)	(97)
Business acquisition, net of cash acquired		(36)
Business dispositions, net of cash sold	31
Other, net	26	6
Cash provided by (used in) investing activities	(81)	(127)
Cash Flows from Financing Activities
Intercompany	(30)	(29)
Other, net	(1)	(1)
Cash provided by (used in) financing activities	(31)	(30)
Change in cash and cash equivalents	11	1
Cash and cash equivalents - beginning of period	(11)
Cash and cash equivalents - end of period		1
Non-Guarantor Subsidiaries
Subsidiary Guarantees of Debt
Cash provided by (used in) operating activities	(79)	(99)
Cash flows from investing activities
Capital expenditures	(87)	(170)
Business acquisition, net of cash acquired		(4,057)
Business dispositions, net of cash sold		1,931
Other, net	(26)	(1)
Cash provided by (used in) investing activities	(113)	(2,297)
Cash Flows from Financing Activities
Long-term borrowings		1,629
Repayments of long-term borrowings	(236)	(31)
Net change in short-term borrowings	(40)	50
Intercompany	282	4,856
Other, net		(9)
Cash provided by (used in) financing activities	6	6,495
Effect of exchange rate changes on cash	8	(55)
Change in cash and cash equivalents	(178)	4,044
Cash and cash equivalents - beginning of period	606	219
Cash and cash equivalents - end of period	428	4,263
Guarantees Relating to Senior Notes
Subsidiary Guarantees of Debt
Cash provided by (used in) operating activities	263	36
Cash flows from investing activities
Capital expenditures	(240)	(273)
Business acquisition, net of cash acquired		413
Business dispositions, net of cash sold	31	2,815
Other, net	2	(86)
Cash provided by (used in) investing activities	(207)	2,869
Cash Flows from Financing Activities
Long-term borrowings	290	3,824
Repayments of long-term borrowings	(561)	(621)
Net change in short-term borrowings	91	250
Proceeds from issuances of common stock, net of shares used for taxes	14	23
Acquisitions of treasury stock	(3)	(98)
Common stock dividends	(58)	(37)
Other, net	(1)	(21)
Cash provided by (used in) financing activities	(228)	3,320
Effect of exchange rate changes on cash	8	(50)
Change in cash and cash equivalents	(164)	6,175
Cash and cash equivalents - beginning of period	597	224
Cash and cash equivalents - end of period	433	6,399
Guarantees Relating to Senior Notes | Ball Corporation
Subsidiary Guarantees of Debt
Cash provided by (used in) operating activities	219	(23)
Cash flows from investing activities
Capital expenditures	(15)	(6)
Business acquisition, net of cash acquired		4,506
Business dispositions, net of cash sold		884
Other, net	2	(91)
Cash provided by (used in) investing activities	(13)	5,293
Cash Flows from Financing Activities
Long-term borrowings	290	2,195
Repayments of long-term borrowings	(325)	(590)
Net change in short-term borrowings	131	200
Proceeds from issuances of common stock, net of shares used for taxes	14	23
Acquisitions of treasury stock	(3)	(98)
Common stock dividends	(58)	(37)
Intercompany	(252)	(4,827)
Other, net		(11)
Cash provided by (used in) financing activities	(203)	(3,145)
Effect of exchange rate changes on cash		5
Change in cash and cash equivalents	3	2,130
Cash and cash equivalents - beginning of period	2	5
Cash and cash equivalents - end of period	5	2,135
Guarantees Relating to Senior Notes | Guarantor Subsidiaries
Subsidiary Guarantees of Debt
Cash provided by (used in) operating activities	127	162
Cash flows from investing activities
Capital expenditures	(138)	(97)
Business acquisition, net of cash acquired		(1,890)
Business dispositions, net of cash sold	31
Other, net	31	6
Cash provided by (used in) investing activities	(76)	(1,981)
Cash Flows from Financing Activities
Intercompany	(39)	1,820
Other, net	(1)	(1)
Cash provided by (used in) financing activities	(40)	1,819
Effect of exchange rate changes on cash		3
Change in cash and cash equivalents	11	3
Cash and cash equivalents - beginning of period	(11)
Cash and cash equivalents - end of period		3
Guarantees Relating to Senior Notes | Non-Guarantor Subsidiaries
Subsidiary Guarantees of Debt
Cash provided by (used in) operating activities	(83)	(103)
Cash flows from investing activities
Capital expenditures	(87)	(170)
Business acquisition, net of cash acquired		(2,203)
Business dispositions, net of cash sold		1,931
Other, net	(31)	(1)
Cash provided by (used in) investing activities	(118)	(443)
Cash Flows from Financing Activities
Long-term borrowings		1,629
Repayments of long-term borrowings	(236)	(31)
Net change in short-term borrowings	(40)	50
Intercompany	291	3,007
Other, net		(9)
Cash provided by (used in) financing activities	15	4,646
Effect of exchange rate changes on cash	8	(58)
Change in cash and cash equivalents	(178)	4,042
Cash and cash equivalents - beginning of period	606	219
Cash and cash equivalents - end of period	$ 428	$ 4,261

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Subsequent events (Details) - Subsequent Event. € in Millions, shares in Millions, $ in Millions	Aug. 07, 2017 USD ($) shares	Jul. 31, 2017 EUR (€) employee
Common shares
Subsequent events.
Stock Repurchase Program, Authorized Amount | $	$ 100
Common shares | Forecast
Subsequent events.
Expected reduction in number of common shares outstanding | shares	2.5
Recklinghausen, Germany | Recklinghausen beverage container and end production facilities | Disposal group, not discontinued operations
Subsequent events.
Number of employees | employee		360
Recklinghausen, Germany | Recklinghausen beverage container and end production facilities | Disposal group, not discontinued operations | Forecast
Subsequent events.
Business Exit Costs | €		€ 62
Severance costs (as a percent)		80.00%
Equipment removal and facility cleanup costs (as a percent)		10.00%
Accelerated depreciation and write-downs to net realizable value of certain fixed assets, related spare parts and inventory (as a percent)		10.00%