19. Subsidiary Guarantees of Debt

The company’s senior notes are guaranteed on a full, unconditional and joint and several basis by certain of the company’s material domestic subsidiaries. Each of the guarantor subsidiaries is 100 percent owned by Ball Corporation. These guarantees are required in support of the notes, 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. The maximum potential amounts that could be required to be paid under the domestic guarantees are essentially equal to the then outstanding principal and interest under the respective notes. The following is unaudited condensed, consolidating financial information for the company, segregating the guarantor subsidiaries and non-guarantor subsidiaries, as of September 30, 2013, and December 31, 2012, and for the three and nine months ended September 30, 2013 and 2012. Separate financial statements for the guarantor subsidiaries and the non-guarantor subsidiaries are not presented because management has determined that such financial statements are not required by the current regulations.

	Unaudited Condensed Consolidating Statement of Earnings
	For the Three Months Ended September 30, 2013
($ in millions)	Ball Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Adjustments			Consolidated Total

Net sales	$	—		$	1,392.6		$	890.3		$	(5.0	)	$	2,277.9

Cost and expenses
Cost of sales (excluding depreciation and amortization)	—			(1,152.0		)	(699.9		)	5.0			(1,846.9		)
Depreciation and amortization	(1.6		)	(33.0		)	(42.0		)	—			(76.6		)
Selling, general and administrative	(16.7		)	(42.7		)	(39.6		)	—			(99.0		)
Business consolidation and other activities	0.9			(36.2		)	(8.5		)	—			(43.8		)
Equity in results of subsidiaries	137.5			73.7			—			(211.2		)	—
Intercompany	46.7			(37.7		)	(9.0		)	—			—
	166.8			(1,227.9		)	(799.0		)	(206.2		)	(2,066.3		)

Earnings (loss) before interest and taxes	166.8			164.7			91.3			(211.2		)	211.6
Interest expense	(43.3		)	0.6			(2.8		)	—			(45.5		)
Debt refinancing and other	(1.3		)	—			—			—			(1.3		)
Total interest expense	(44.6		)	0.6			(2.8		)	—			(46.8		)
Earnings (loss) before taxes	122.2			165.3			88.5			(211.2		)	164.8
Tax provision	(7.0		)	(24.6		)	(12.5		)	—			(44.1		)
Equity in results of affiliates, net of tax	—			0.6			0.3			—			0.9
Net earnings (loss) from continuing operations	115.2			141.3			76.3			(211.2		)	121.6
Discontinued operations, net of tax	—			0.3			—			—			0.3
Net earnings (loss)	115.2			141.6			76.3			(211.2		)	121.9
Less net earnings attributable to noncontrolling interests	—			—			(6.7		)	—			(6.7		)
Net earnings (loss) attributable to Ball Corporation	$	115.2		$	141.6		$	69.6		$	(211.2	)	$	115.2

Comprehensive earnings attributable to Ball Corporation	$	179.5		$	204.3		$	125.9		$	(330.2	)	$	179.5

	Unaudited Condensed Consolidating Statement of Earnings
	For the Three Months Ended September 30, 2012
($ in millions)	Ball Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Adjustments			Consolidated Total

Net sales	$	—		$	1,453.5		$	832.6		$	(3.6	)	$	2,282.5

Cost and expenses
Cost of sales (excluding depreciation and amortization)	0.2			(1,204.0		)	(665.9		)	3.6			(1,866.1		)
Depreciation and amortization	(1.5		)	(35.7		)	(37.5		)	—			(74.7		)
Selling, general and administrative	(13.9		)	(42.5		)	(29.9		)	—			(86.3		)
Business consolidation and other activities	(1.8		)	(31.3		)	(3.7		)	—			(36.8		)
Equity in results of subsidiaries	114.4			69.9			—			(184.3		)	—
Intercompany	47.0			(40.1		)	(6.9		)	—			—
	144.4			(1,283.7		)	(743.9		)	(180.7		)	(2,063.9		)

Earnings (loss) before interest and taxes	144.4			169.8			88.7			(184.3		)	218.6
Interest expense	(41.2		)	0.4			(3.4		)	—			(44.2		)
Earnings (loss) before taxes	103.2			170.2			85.3			(184.3		)	174.4
Tax provision	11.9			(45.6		)	(18.0		)	—			(51.7		)
Equity in results of affiliates, net of tax	—			0.4			(1.2		)	—			(0.8		)
Net earnings (loss) from continuing operations	115.1			125.0			66.1			(184.3		)	121.9
Discontinued operations, net of tax	—			(2.2		)	—			—			(2.2		)
Net earnings (loss)	115.1			122.8			66.1			(184.3		)	119.7
Less net earnings attributable to noncontrolling interests	—			—			(4.6		)	—			(4.6		)
Net earnings (loss) attributable to Ball Corporation	$	115.1		$	122.8		$	61.5		$	(184.3	)	$	115.1

Comprehensive earnings attributable to Ball Corporation	$	177.0		$	182.8		$	104.2		$	(287.0	)	$	177.0

	Unaudited Condensed Consolidating Statement of Earnings
	For the Nine Months Ended September 30, 2013
($ in millions)	Ball Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Adjustments			Consolidated Total

Net sales	$	—		$	3,957.1		$	2,533.3		$	(19.1	)	$	6,471.3

Cost and expenses
Cost of sales (excluding depreciation and amortization)	—			(3,300.1		)	(2,008.3		)	19.1			(5,289.3		)
Depreciation and amortization	(5.9		)	(94.8		)	(122.9		)	—			(223.6		)
Selling, general and administrative	(58.9		)	(135.5		)	(116.8		)	—			(311.2		)
Business consolidation and other activities	(0.4		)	(79.1		)	(9.6		)	—			(89.1		)
Equity in results of subsidiaries	346.6			185.5			—			(532.1		)	—
Intercompany	135.1			(110.6		)	(24.5		)	—			—
	416.5			(3,534.6		)	(2,282.1		)	(513.0		)	(5,913.2		)

Earnings (loss) before interest and taxes	416.5			422.5			251.2			(532.1		)	558.1
Interest expense	(128.4		)	1.6			(11.2		)	—			(138.0		)
Debt refinancing and other	(28.0		)	—			—			—			(28.0		)
Total interest expense	(156.4		)	1.6			(11.2		)	—			(166.0		)
Earnings (loss) before taxes	260.1			424.1			240.0			(532.1		)	392.1
Tax provision	22.2			(72.8		)	(42.4		)	—			(93.0		)
Equity in results of affiliates, net of tax	—			0.6			0.3			—			0.9
Net earnings (loss) from continuing operations	282.3			351.9			197.9			(532.1		)	300.0
Discontinued operations, net of tax	—			0.4			—			—			0.4
Net earnings (loss)	282.3			352.3			197.9			(532.1		)	300.4
Less net earnings attributable to noncontrolling interests	—			—			(18.1		)	—			(18.1		)
Net earnings (loss) attributable to Ball Corporation	$	282.3		$	352.3		$	179.8		$	(532.1	)	$	282.3

Comprehensive earnings attributable to Ball Corporation	$	306.6		$	382.4		$	192.5		$	(574.9	)	$	306.6

	Unaudited Condensed Consolidating Statement of Earnings
	For the Nine Months Ended September 30, 2012
($ in millions)	Ball Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Adjustments			Consolidated Total

Net sales	$	—		$	4,154.9		$	2,477.5		$	(10.9	)	$	6,621.5

Cost and expenses
Cost of sales (excluding depreciation and amortization)	0.1			(3,476.6		)	(1,979.0		)	10.9			(5,444.6		)
Depreciation and amortization	(4.3		)	(94.4		)	(111.5		)	—			(210.2		)
Selling, general and administrative	(51.3		)	(140.1		)	(93.1		)	—			(284.5		)
Business consolidation and other activities	(4.9		)	(32.8		)	(6.3		)	—			(44.0		)
Equity in results of subsidiaries	371.5			193.5			—			(565.0		)	—
Intercompany	129.4			(110.6		)	(18.8		)	—			—
	440.5			(3,661.0		)	(2,208.7		)	(554.1		)	(5,983.3		)

Earnings (loss) before interest and taxes	440.5			493.9			268.8			(565.0		)	638.2
Interest expense	(124.3		)	1.0			(10.9		)	—			(134.2		)
Debt refinancing and other	(15.1		)	—			—			—			(15.1		)
Total interest expense	(139.4		)	1.0			(10.9		)	—			(149.3		)
Earnings (loss) before taxes	301.1			494.9			257.9			(565.0		)	488.9
Tax provision	41.8			(115.6		)	(55.9		)	—			(129.7		)
Equity in results of affiliates, net of tax	—			1.4			(2.4		)	—			(1.0		)
Net earnings (loss) from continuing operations	342.9			380.7			199.6			(565.0		)	358.2
Discontinued operations, net of tax	—			(2.9		)	—			—			(2.9		)
Net earnings (loss)	342.9			377.8			199.6			(565.0		)	355.3
Less net earnings attributable to noncontrolling interests	—			—			(12.4		)	—			(12.4		)
Net earnings (loss) attributable to Ball Corporation	$	342.9		$	377.8		$	187.2		$	(565.0	)	$	342.9

Comprehensive earnings attributable to Ball Corporation	$	386.9		$	415.6		$	192.3		$	(607.9	)	$	386.9

	Unaudited Condensed Consolidating Balance Sheet
	At September 30, 2013
($ in millions)	Ball Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminating Adjustments			Consolidated Total

ASSETS
Current assets
Cash and cash equivalents	$	1.8		$	0.3		$	166.1	$	—		$	168.2
Receivables, net	1.8			184.5			901.2		—			1,087.5
Intercompany receivables	289.0			3.0			1.8		(293.8		)	—
Inventories, net	(0.2		)	579.6			400.9		—			980.3
Other current assets	11.4			98.8			79.2		—			189.4
Total current assets	303.8			866.2			1,549.2		(293.8		)	2,425.4
Non-current assets
Property, plant and equipment, net	14.2			864.5			1,481.4		—			2,360.1
Investment in subsidiaries	4,272.4			2,156.2			78.6		(6,507.2		)	—
Goodwill	—			935.6			1,444.2		—			2,379.8
Intangibles and other assets, net	200.0			103.4			240.5		—			543.9
Total assets	$	4,790.4		$	4,925.9		$	4,793.9	$	(6,801.0	)	$	7,709.2

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term debt and current portion of long-term debt	$	—		$	—		$	104.5	$	—		$	104.5
Accounts payable	(1.2		)	570.9			429.1		—			998.8
Intercompany payables	—			—			293.8		(293.8		)	—
Accrued employee costs	14.0			140.5			77.8		—			232.3
Other current liabilities	18.2			95.5			120.9		—			234.6
Total current liabilities	31.0			806.9			1,026.1		(293.8		)	1,570.2
Non-current liabilities
Long-term debt	3,060.6			—			356.9		—			3,417.5
Employee benefit obligations	301.8			466.8			407.1		—			1,175.7
Other liabilities	267.6			(715.9		)	677.3		—			229.0
Total liabilities	3,661.0			557.8			2,467.4		(293.8		)	6,392.4

Common stock	1,068.3			847.1			626.1		(1,473.2		)	1,068.3
Preferred stock	—			—			4.8		(4.8		)	—
Retained earnings	3,807.3			3,786.3			1,493.4		(5,279.7		)	3,807.3
Accumulated other comprehensive earnings (loss)	(328.1		)	(265.3		)	14.8		250.5			(328.1		)
Treasury stock, at cost	(3,418.1		)	—			—		—			(3,418.1		)
Total Ball Corporation shareholders’ equity	1,129.4			4,368.1			2,139.1		(6,507.2		)	1,129.4
Noncontrolling interests	—			—			187.4		—			187.4
Total shareholders’ equity	1,129.4			4,368.1			2,326.5		(6,507.2		)	1,316.8
Total liabilties and shareholders’ equity	$	4,790.4		$	4,925.9		$	4,793.9	$	(6,801.0	)	$	7,709.2

	Unaudited Condensed Consolidating Balance Sheet
	At December 31, 2012
($ in millions)	Ball Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminating Adjustments			Consolidated Total

ASSETS
Current assets
Cash and cash equivalents	$	0.2		$	0.3		$	173.6	$	—		$	174.1
Receivables, net	11.8			182.9			735.4		—			930.1
Intercompany receivables	66.5			8.8			—		(75.3		)	—
Inventories, net	(0.8		)	623.7			421.5		—			1,044.4
Other current assets	20.4			96.8			73.6		—			190.8
Total current assets	98.1			912.5			1,404.1		(75.3		)	2,339.4
Non-current assets
Property, plant and equipment, net	9.3			854.4			1,424.9		—			2,288.6
Investment in subsidiaries	3,890.8			1,982.3			78.6		(5,951.7		)	—
Goodwill	—			927.0			1,432.4		—			2,359.4
Intangibles and other assets, net	195.0			98.6			226.1		—			519.7
Total assets	$	4,193.2		$	4,774.8		$	4,566.1	$	(6,027.0	)	$	7,507.1

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term debt and current portion of long-term debt	$	25.1		$	—		$	194.7	$	—		$	219.8
Accounts payable	12.8			461.4			472.7		—			946.9
Intercompany payables	—			0.6			74.7		(75.3		)	—
Accrued employee costs	27.0			173.5			77.9		—			278.4
Other current liabilities	57.9			93.0			89.8		—			240.7
Total current liabilities	122.8			728.5			909.8		(75.3		)	1,685.8
Non-current liabilities
Long-term debt	2,565.4			—			519.9		—			3,085.3
Employee benefit obligations	300.5			526.8			410.8		—			1,238.1
Other non-current liabilities	89.9			(467.9		)	585.9		—			207.9
Total liabilities	3,078.6			787.4			2,426.4		(75.3		)	6,217.1

Common stock	1,026.3			847.1			624.9		(1,472.0		)	1,026.3
Preferred stock	—			—			4.8		(4.8		)	—
Retained earnings	3,580.8			3,435.7			1,332.5		(4,768.2		)	3,580.8
Accumulated other comprehensive earnings (loss)	(352.4		)	(295.4		)	2.1		293.3			(352.4		)
Treasury stock, at cost	(3,140.1		)	—			—		—			(3,140.1		)
Total Ball Corporation shareholders’ equity	1,114.6			3,987.4			1,964.3		(5,951.7		)	1,114.6
Noncontrolling interests	—			—			175.4		—			175.4
Total shareholders’ equity	1,114.6			3,987.4			2,139.7		(5,951.7		)	1,290.0
Total liabilties and shareholders’ equity	$	4,193.2		$	4,774.8		$	4,566.1	$	(6,027.0	)	$	7,507.1

	Unaudited Condensed Consolidating Statement of Cash Flows
	For the Nine Months Ended September 30, 2013
($ in millions)	Ball Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated Total

Cash provided by (used in) continuing operating activities	$	(117.1	)	$	419.5		$	151.8		$	454.2
Cash provided by (used in) discontinued operating activities	0.2			(2.5		)	—			(2.3		)
Total cash provided by (used in) operating activities	(116.9		)	417.0			151.8			451.9

Cash flows from investing activities
Capital expenditures	(4.4		)	(122.9		)	(182.3		)	(309.6		)
Business acquisition, net of cash acquired	—			(12.5		)	(1.7		)	(14.2		)
Other, net	(6.5		)	0.6			8.1			2.2
Cash provided by (used in) investing activities	(10.9		)	(134.8		)	(175.9		)	(321.6		)

Cash flows from financing activities
Long-term borrowings	1,373.0			—			173.6			1,546.6
Repayments of long-term borrowings	(882.7		)	—			(394.8		)	(1,277.5		)
Net change in short-term borrowings	(25.0		)	—			(30.4		)	(55.4		)
Proceeds from issuances of common stock	24.3			—			—			24.3
Acquisitions of treasury stock	(292.2		)	—			—			(292.2		)
Common dividends	(56.8		)	—			—			(56.8		)
Intercompany	1.4			(282.2		)	280.8			—
Other, net	(9.1		)	—			(6.5		)	(15.6		)
Cash provided by (used in) financing activities	132.9			(282.2		)	22.7			(126.6		)

Effect of exchange rate changes on cash	(3.5		)	—			(6.1		)	(9.6		)

Change in cash and cash equivalents	1.6			—			(7.5		)	(5.9		)
Cash and cash equivalents — beginning of period	0.2			0.3			173.6			174.1
Cash and cash equivalents — end of period	$	1.8		$	0.3		$	166.1		$	168.2

	Unaudited Condensed Consolidating Statement of Cash Flows
	For the Nine Months Ended September 30, 2012
($ in millions)	Ball Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated Total

Cash provided by (used in) continuing operating activities	$	(77.9	)	$	314.0		$	153.2		$	389.3
Cash provided by (used in) discontinued operating activities	(1.8		)	0.8			—			(1.0		)
Total cash provided by (used in) operating activities	(79.7		)	314.8			153.2			388.3

Cash flows from investing activities
Capital expenditures	(3.5		)	(67.3		)	(136.1		)	(206.9		)
Business acquisition, net of cash acquired	—			—			(15.3		)	(15.3		)
Other, net	19.9			1.7			(3.6		)	18.0
Cash provided by (used in) investing activities	16.4			(65.6		)	(155.0		)	(204.2		)

Cash flows from financing activities
Long-term borrowings	1,237.5			0.1			32.2			1,269.8
Repayments of long-term borrowings	(950.1		)	(0.1		)	(32.5		)	(982.7		)
Net change in short-term borrowings	7.0			—			(105.8		)	(98.8		)
Proceeds from issuances of common stock	40.8			—			—			40.8
Acquisitions of treasury stock	(345.7		)	—			—			(345.7		)
Common dividends	(46.6		)	—			—			(46.6		)
Intercompany	100.2			(250.0		)	149.8			—
Other, net	(6.2		)	—			(0.4		)	(6.6		)
Cash provided by (used in) financing activities	36.9			(250.0		)	43.3			(169.8		)

Effect of exchange rate changes on cash	4.0			0.5			(3.4		)	1.1

Change in cash and cash equivalents	(22.4		)	(0.3		)	38.1			15.4
Cash and cash equivalents — beginning of period	24.0			0.5			141.3			165.8
Cash and cash equivalents — end of period	$	1.6		$	0.2		$	179.4		$	181.2