18. 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 March 31, 2014, and December 31, 2013, and for the three months ended March 31, 2014 and 2013. 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 March 31, 2014
($ in millions)	Ball Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Adjustments			Consolidated Total

Net sales	$	—		$	1,171.8		$	837.8		$	(2.8	)	$	2,006.8

Cost and expenses
Cost of sales (excluding depreciation and amortization)	(0.1		)	(972.1		)	(643.5		)	2.8			(1,612.9		)
Depreciation and amortization	(1.5		)	(30.8		)	(36.5		)	—			(68.8		)
Selling, general and administrative	(22.7		)	(43.5		)	(41.5		)	—			(107.7		)
Business consolidation and other activities	(0.6		)	(3.8		)	4.4			—			—
Equity in results of subsidiaries	134.6			81.5			—			(216.1		)	—
Intercompany	47.3			(43.1		)	(4.2		)	—			—
	157.0			(1,011.8		)	(721.3		)	(213.3		)	(1,789.4		)

Earnings (loss) before interest and taxes	157.0			160.0			116.5			(216.1		)	217.4
Interest expense	(38.0		)	0.5			(2.7		)	—			(40.2		)
Debt refinancing and other	(33.1		)	—			—			—			(33.1		)
Total interest expense	(71.1		)	0.5			(2.7		)	—			(73.3		)
Earnings (loss) before taxes	85.9			160.5			113.8			(216.1		)	144.1
Tax provision	7.6			(25.1		)	(22.1		)	—			(39.6		)
Equity in results of affiliates, net of tax	—			0.2			0.2			—			0.4
Net earnings (loss)	93.5			135.6			91.9			(216.1		)	104.9
Less net earnings attributable to noncontrolling interests	—			—			(11.4		)	—			(11.4		)
Net earnings (loss) attributable to
Ball Corporation	$	93.5		$	135.6		$	80.5		$	(216.1	)	$	93.5

Comprehensive earnings attributable to Ball Corporation	$	77.7		$	119.3		$	62.5		$	(181.8	)	$	77.7

	Unaudited Condensed Consolidating Statement of Earnings
	For the Three Months Ended March 31, 2013
($ in millions)	Ball Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Adjustments			Consolidated Total

Net sales	$	—		$	1,225.3		$	775.4		$	(9.7	)	$	1,991.0

Cost and expenses
Cost of sales (excluding depreciation and amortization)	(0.2		)	(1,035.6		)	(617.4		)	9.7			(1,643.5		)
Depreciation and amortization	(1.4		)	(30.9		)	(40.2		)	—			(72.5		)
Selling, general and administrative	(22.8		)	(47.8		)	(38.7		)	—			(109.3		)
Business consolidation and other activities	(0.8		)	(22.0		)	0.1			—			(22.7		)
Equity in results of subsidiaries	81.1			46.4			—			(127.5		)	—
Intercompany	42.2			(35.5		)	(6.7		)	—			—
	98.1			(1,125.4		)	(702.9		)	(117.8		)	(1,848.0		)

Earnings (loss) before interest and taxes	98.1			99.9			72.5			(127.5		)	143.0
Interest expense	(41.1		)	0.5			(4.2		)	—			(44.8		)
Earnings (loss) before taxes	57.0			100.4			68.3			(127.5		)	98.2
Tax provision	15.0			(17.7		)	(15.4		)	—			(18.1		)
Equity in results of affiliates, net of tax	—			(0.5		)	(0.3		)	—			(0.8		)
Net earnings (loss) from continuing operations	72.0			82.2			52.6			(127.5		)	79.3
Discontinued operations, net of tax	—			0.1			—			—			0.1
Net earnings (loss)	72.0			82.3			52.6			(127.5		)	79.4
Less net earnings attributable to noncontrolling interests	—			—			(7.4		)	—			(7.4		)
Net earnings (loss) attributable to
Ball Corporation	$	72.0		$	82.3		$	45.2		$	(127.5	)	$	72.0

Comprehensive earnings attributable to Ball Corporation	$	25.3		$	44.9		$	(2.9	)	$	(42.0	)	$	25.3

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

ASSETS
Current assets
Cash and cash equivalents	$	0.6		$	0.4		$	174.4	$	—		$	175.4
Receivables, net	3.1			212.4			765.6		—			981.1
Intercompany receivables	164.8			100.0			3.0		(267.8		)	—
Inventories, net	—			620.6			461.0		—			1,081.6
Deferred taxes and other current assets	3.7			109.0			53.5		—			166.2
Total current assets	172.2			1,042.4			1,457.5		(267.8		)	2,404.3
Non-current assets
Property, plant and equipment, net	15.3			874.8			1,470.1		—			2,360.2
Investment in subsidiaries	4,547.9			2,181.2			78.7		(6,807.8		)	—
Goodwill	—			935.6			1,463.2		—			2,398.8
Intangibles and other assets, net	207.4			111.6			262.2		—			581.2
Total assets	$	4,942.8		$	5,145.6		$	4,731.7	$	(7,075.6	)	$	7,744.5

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term debt and current portion of long-term debt	$	60.0		$	30.3		$	322.6	$	—		$	412.9
Accounts payable	5.7			490.8			473.4		—			969.9
Intercompany payables	96.8			2.2			168.8		(267.8		)	—
Accrued employee costs	11.2			111.6			76.8		—			199.6
Other current liabilities	9.2			117.4			112.3		—			238.9
Total current liabilities	182.9			752.3			1,153.9		(267.8		)	1,821.3
Non-current liabilities
Long-term debt	3,025.0			0.3			332.4		—			3,357.7
Employee benefit obligations	278.5			278.8			433.8		—			991.1
Deferred taxes and other liabilities	376.8			(521.2		)	436.7		—			292.3
Total liabilities	3,863.2			510.2			2,356.8		(267.8		)	6,462.4

Common stock	1,093.3			847.1			531.1		(1,378.2		)	1,093.3
Preferred stock	—			—			4.8		(4.8		)	—
Retained earnings	3,989.2			4,000.1			1,633.7		(5,633.8		)	3,989.2
Accumulated other comprehensive earnings (loss)	(256.5		)	(211.8		)	2.8		209.0			(256.5		)
Treasury stock, at cost	(3,746.4		)	—			—		—			(3,746.4		)
Total Ball Corporation shareholders’ equity	1,079.6			4,635.4			2,172.4		(6,807.8		)	1,079.6
Noncontrolling interests	—			—			202.5		—			202.5
Total shareholders’ equity	1,079.6			4,635.4			2,374.9		(6,807.8		)	1,282.1
Total liabilties and shareholders’ equity	$	4,942.8		$	5,145.6		$	4,731.7	$	(7,075.6	)	$	7,744.5

	Unaudited Condensed Consolidating Balance Sheet
	At December 31, 2013
($ in millions)	Ball Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminating Adjustments			Consolidated Total

ASSETS
Current assets
Cash and cash equivalents	$	218.6		$	0.3		$	197.1	$	—		$	416.0
Receivables, net	2.9			133.9			722.6		—			859.4
Intercompany receivables	178.9			99.1			1.0		(279.0		)	—
Inventories, net	—			601.7			426.6		—			1,028.3
Deferred taxes and other current assets	(1.2		)	109.8			53.4		—			162.0
Total current assets	399.2			944.8			1,400.7		(279.0		)	2,465.7
Non-current assets
Property, plant and equipment, net	14.9			877.5			1,479.9		—			2,372.3
Investment in subsidiaries	4,425.4			2,122.0			78.7		(6,626.1		)	—
Goodwill	—			935.6			1,468.7		—			2,404.3
Intangibles and other assets, net	206.9			100.9			269.7		—			577.5
Total assets	$	5,046.4		$	4,980.8		$	4,697.7	$	(6,905.1	)	$	7,819.8

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term debt and current portion of long-term debt	$	310.8		$	30.1		$	81.7	$	—		$	422.6
Accounts payable	6.9			525.3			466.6		—			998.8
Intercompany payables	95.1			0.4			183.5		(279.0		)	—
Accrued employee costs	22.5			133.7			85.1		—			241.3
Other current liabilities	10.0			138.5			116.2		—			264.7
Total current liabilities	445.3			828.0			933.1		(279.0		)	1,927.4
Non-current liabilities
Long-term debt	2,750.0			0.5			432.0		—			3,182.5
Employee benefit obligations	284.4			310.9			437.7		—			1,033.0
Deferred taxes and other liabilities	366.8			(674.8		)	593.6		—			285.6
Total liabilities	3,846.5			464.6			2,396.4		(279.0		)	6,428.5

Common stock	1,078.4			847.1			531.1		(1,378.2		)	1,078.4
Preferred stock	—			—			4.8		(4.8		)	—
Retained earnings	3,913.8			3,864.6			1,553.2		(5,417.8		)	3,913.8
Accumulated other comprehensive earnings (loss)	(240.7		)	(195.5		)	20.8		174.7			(240.7		)
Treasury stock, at cost	(3,551.6		)	—			—		—			(3,551.6		)
Total Ball Corporation shareholders’ equity	1,199.9			4,516.2			2,109.9		(6,626.1		)	1,199.9
Noncontrolling interests	—			—			191.4		—			191.4
Total shareholders’ equity	1,199.9			4,516.2			2,301.3		(6,626.1		)	1,391.3
Total liabilties and shareholders’ equity	$	5,046.4		$	4,980.8		$	4,697.7	$	(6,905.1	)	$	7,819.8

	Unaudited Condensed Consolidating Statement of Cash Flows
	For the Three Months Ended March 31, 2014
($ in millions)	Ball Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated Total

Cash provided by (used in) operating activities	$	(50.3	)	$	(126.5	)	$	40.6		$	(136.2	)

Cash flows from investing activities
Capital expenditures	(1.1		)	(23.6		)	(36.7		)	(61.4		)
Other, net	0.1			(0.4		)	6.6			6.3
Cash provided by (used in) investing activities	(1.0		)	(24.0		)	(30.1		)	(55.1		)

Cash flows from financing activities
Long-term borrowings	375.0			—			0.1			375.1
Repayments of long-term borrowings	(415.4		)	(0.2		)	(97.8		)	(513.4		)
Net change in short-term borrowings	60.0			0.2			239.3			299.5
Proceeds from issuances of common stock	9.3			—			—			9.3
Acquisitions of treasury stock	(202.8		)	—			—			(202.8		)
Common dividends	(18.6		)	—			—			(18.6		)
Intercompany	23.8			150.6			(174.4		)	—
Other, net	5.8			—			—			5.8
Cash provided by (used in) financing activities	(162.9		)	150.6			(32.8		)	(45.1		)

Effect of exchange rate changes on cash	(3.8		)	—			(0.4		)	(4.2		)

Change in cash and cash equivalents	(218.0		)	0.1			(22.7		)	(240.6		)
Cash and cash equivalents — beginning of period	218.6			0.3			197.1			416.0
Cash and cash equivalents — end of period	$	0.6		$	0.4		$	174.4		$	175.4

	Unaudited Condensed Consolidating Statement of Cash Flows
	For the Three Months Ended March 31, 2013
($ in millions)	Ball Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated Total

Cash provided by (used in) continuing operating activities	$	(90.5	)	$	(54.3	)	$	(177.8	)	$	(322.6	)
Cash provided by (used in) discontinued operating activities	—			(2.0		)	—			(2.0		)
Total cash provided by (used in) operating activities	(90.5		)	(56.3		)	(177.8		)	(324.6		)

Cash flows from investing activities
Capital expenditures	(1.3		)	(29.5		)	(57.9		)	(88.7		)
Business acquisition, net of cash acquired	—			(12.5		)	(0.1		)	(12.6		)
Other, net	(6.4		)	(0.2		)	(1.4		)	(8.0		)
Cash provided by (used in) investing activities	(7.7		)	(42.2		)	(59.4		)	(109.3		)

Cash flows from financing activities
Long-term borrowings	260.0			—			165.5			425.5
Repayments of long-term borrowings	(55.1		)	—			(56.0		)	(111.1		)
Net change in short-term borrowings	(9.0		)	—			240.2			231.2
Proceeds from issuances of common stock	3.4			—			—			3.4
Acquisitions of treasury stock	(69.2		)	—			—			(69.2		)
Common dividends	(19.3		)	—			—			(19.3		)
Intercompany	(16.4		)	98.5			(82.1		)	—
Other, net	8.5			—			—			8.5
Cash provided by (used in) financing activities	102.9			98.5			267.6			469.0

Effect of exchange rate changes on cash	(2.1		)	—			0.9			(1.2		)

Change in cash and cash equivalents	2.6			—			31.3			33.9
Cash and cash equivalents — beginning of period	0.2			0.3			173.6			174.1
Cash and cash equivalents — end of period	$	2.8		$	0.3		$	204.9		$	208.0