19. Subsidiary Guarantees of Debt

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

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

Net sales	$	—		$	1,320.1		$	863.7		$	(11.5	)	$	2,172.3


Cost and expenses
Cost of sales (excluding depreciation and amortization)	0.1			(1,099.5		)	(687.2		)	11.5			(1,775.1		)
Depreciation and amortization	(1.3		)	(31.8		)	(38.2		)	—			(71.3		)
Selling, general and administrative	(22.4		)	(44.8		)	(50.5		)	—			(117.7		)
Business consolidation and other activities	71.8			(0.5		)	(5.7		)	—			65.6
Equity in results of subsidiaries	117.0			52.0			—			(169.0		)	—
Intercompany	50.5			(43.6		)	(6.9		)	—			—

	215.7			(1,168.2		)	(788.5		)	(157.5		)	(1,898.5		)


Earnings (loss) before interest and taxes	215.7			151.9			75.2			(169.0		)	273.8
Interest expense	(28.7		)	0.8			(3.1		)	—			(31.0		)
Debt refinancing and other costs	(3.7		)	—			(1.3		)	—			(5.0		)

Total interest expense	(32.4		)	0.8			(4.4		)	—			(36.0		)

Earnings (loss) before taxes	183.3			152.7			70.8			(169.0		)	237.8
Tax provision	(22.9		)	(37.3		)	(18.2		)	—			(78.4		)
Equity in results of affiliates, net of tax	—			0.7			0.7			—			1.4

Net earnings (loss)	160.4			116.1			53.3			(169.0		)	160.8
Less net earnings attributable to noncontrolling interests	—			—			(0.4		)	—			(0.4		)

Net earnings (loss) attributable to Ball Corporation	$	160.4		$	116.1		$	52.9		$	(169.0	)	$	160.4


Comprehensive earnings (loss) attributable to Ball Corporation	$	198.9		$	153.4		$	87.3		$	(240.7	)	$	198.9

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

Net sales	$	—		$	1,350.6		$	946.5		$	(5.2	)	$	2,291.9


Cost and expenses
Cost of sales (excluding depreciation and amortization)	—			(1,112.8		)	(738.8		)	5.2			(1,846.4		)
Depreciation and amortization	(1.5		)	(30.9		)	(37.2		)	—			(69.6		)
Selling, general and administrative	(12.0		)	(44.8		)	(54.6		)	—			(111.4		)
Business consolidation and other activities	(0.4		)	(7.1		)	(1.1		)	—			(8.6		)
Equity in results of subsidiaries	154.8			79.4			—			(234.2		)	—
Intercompany	51.9			(42.6		)	(9.3		)	—			—

	192.8			(1,158.8		)	(841.0		)	(229.0		)	(2,036.0		)


Earnings (loss) before interest and taxes	192.8			191.8			105.5			(234.2		)	255.9
Total interest expense	(37.5		)	0.6			(3.7		)	—			(40.6		)

Earnings (loss) before taxes	155.3			192.4			101.8			(234.2		)	215.3
Tax provision	(2.2		)	(33.3		)	(24.7		)	—			(60.2		)
Equity in results of affiliates, net of tax	—			0.7			0.5			—			1.2

Net earnings (loss)	153.1			159.8			77.6			(234.2		)	156.3
Less net earnings attributable to noncontrolling interests	—			—			(3.2		)	—			(3.2		)

Net earnings (loss) attributable to Ball Corporation	$	153.1		$	159.8		$	74.4		$	(234.2	)	$	153.1


Comprehensive earnings (loss) attributable to Ball Corporation	$	165.7		$	171.0		$	78.5		$	(249.5	)	$	165.7

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

Net sales	$	—		$	2,464.6		$	1,652.8		$	(22.0	)	$	4,095.4


Cost and expenses
Cost of sales (excluding depreciation and amortization)	0.1			(2,046.2		)	(1,311.9		)	22.0			(3,336.0		)
Depreciation and amortization	(2.6		)	(63.9		)	(73.1		)	—			(139.6		)
Selling, general and administrative	(46.3		)	(85.1		)	(102.3		)	—			(233.7		)
Business consolidation and other activities	23.6			(0.7		)	(9.3		)	—			13.6
Equity in results of subsidiaries	211.7			91.8			—			(303.5		)	—
Intercompany	102.0			(85.8		)	(16.2		)	—			—

	288.5			(2,189.9		)	(1,512.8		)	(281.5		)	(3,695.7		)


Earnings (loss) before interest and taxes	288.5			274.7			140.0			(303.5		)	399.7
Interest expense	(66.1		)	2.4			(5.8		)	—			(69.5		)
Debt refinancing and other costs	(63.0		)	—			(1.9		)	—			(64.9		)

Total interest expense	(129.1		)	2.4			(7.7		)	—			(134.4		)

Earnings (loss) before taxes	159.4			277.1			132.3			(303.5		)	265.3
Tax provision	21.7			(68.3		)	(32.3		)	—			(78.9		)
Equity in results of affiliates, net of tax	—			0.9			1.0			—			1.9

Net earnings (loss)	181.1			209.7			101.0			(303.5		)	188.3
Less net earnings attributable to noncontrolling interests	—			—			(7.2		)	—			(7.2		)

Net earnings (loss) attributable to Ball Corporation	$	181.1		$	209.7		$	93.8		$	(303.5	)	$	181.1


Comprehensive earnings attributable to Ball Corporation	$	99.5		$	125.9		$	7.0		$	(132.9	)	$	99.5

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

Net sales	$	—		$	2,522.4		$	1,784.3		$	(8.0	)	$	4,298.7


Cost and expenses
Cost of sales (excluding depreciation and amortization)	(0.1		)	(2,084.9		)	(1,382.3		)	8.0			(3,459.3		)
Depreciation and amortization	(3.0		)	(61.7		)	(73.7		)	—			(138.4		)
Selling, general and administrative	(34.7		)	(88.3		)	(96.1		)	—			(219.1		)
Business consolidation and other activities	(1.0		)	(10.9		)	3.3			—			(8.6		)
Equity in results of subsidiaries	289.4			160.9			—			(450.3		)	—
Intercompany	99.2			(85.7		)	(13.5		)	—			—

	349.8			(2,170.6		)	(1,562.3		)	(442.3		)	(3,825.4		)


Earnings (loss) before interest and taxes	349.8			351.8			222.0			(450.3		)	473.3
Interest expense	(75.5		)	1.1			(6.4		)	—			(80.8		)
Debt refinancing and other costs	(33.1		)	—			—			—			(33.1		)

Total interest expense	(108.6		)	1.1			(6.4		)	—			(113.9		)

Earnings (loss) before taxes	241.2			352.9			215.6			(450.3		)	359.4
Tax provision	5.4			(58.4		)	(46.8		)	—			(99.8		)
Equity in results of affiliates, net of tax	—			0.9			0.7			—			1.6

Net earnings (loss)	246.6			295.4			169.5			(450.3		)	261.2
Less net earnings attributable to noncontrolling interests	—			—			(14.6		)	—			(14.6		)

Net earnings (loss) attributable to
Ball Corporation	$	246.6		$	295.4		$	154.9		$	(450.3	)	$	246.6


Comprehensive earnings attributable to Ball Corporation	$	243.4		$	290.3		$	141.0		$	(431.3	)	$	243.4

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

ASSETS
Current assets
Cash and cash equivalents	$	2.6		$	—		$	224.7		$	—		$	227.3
Receivables, net	12.0			281.2			898.8			—			1,192.0
Intercompany receivables	220.1			105.9			2.0			(328.0		)	—
Inventories, net	—			538.9			390.1			—			929.0
Deferred taxes and other current assets	37.1			77.9			41.8			—			156.8

Total current assets	271.8			1,003.9			1,557.4			(328.0		)	2,505.1
Noncurrent assets
Property, plant and equipment, net	14.4			999.7			1,469.3			—			2,483.4
Investment in subsidiaries	2,846.0			2,214.9			78.6			(5,139.5		)	—
Goodwill	—			966.5			1,242.7			—			2,209.2
Intangibles and other assets, net	314.9			105.1			235.2			—			655.2

Total assets	$	3,447.1		$	5,290.1		$	4,583.2		$	(5,467.5	)	$	7,852.9


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term debt and current portion of long-term debt	$	114.7		$	0.2		$	163.3		$	—		$	278.2
Accounts payable	7.3			799.3			637.8			—			1,444.4
Intercompany payables	99.7			1.0			228.1			(328.8		)	—
Accrued employee costs	14.7			103.6			74.4			—			192.7
Other current liabilities	78.4			56.5			142.1			—			277.0

Total current liabilities	314.8			960.6			1,245.7			(328.8		)	2,192.3
Noncurrent liabilities
Long-term debt	2,842.1			0.2			139.8			—			2,982.1
Employee benefit obligations	332.4			452.1			382.0			—			1,166.5
Intercompany long-term notes	(1,087.6		)	803.3			283.5			0.8			—
Deferred taxes and other liabilities	(93.2		)	158.4			104.0			—			169.2

Total liabilities	2,308.5			2,374.6			2,155.0			(328.0		)	6,510.1


Common stock	1,160.4			1,856.6			534.0			(2,390.6		)	1,160.4
Preferred stock	—			—			4.8			(4.8		)	—
Retained earnings	4,492.7			1,599.1			1,933.7			(3,532.8		)	4,492.7
Accumulated other comprehensive earnings (loss)	(603.7		)	(540.2		)	(248.5		)	788.7			(603.7		)
Treasury stock, at cost	(3,910.8		)	—			—			—			(3,910.8		)

Total Ball Corporation shareholders’ equity	1,138.6			2,915.5			2,224.0			(5,139.5		)	1,138.6
Noncontrolling interests	—			—			204.2			—			204.2

Total shareholders’ equity	1,138.6			2,915.5			2,428.2			(5,139.5		)	1,342.8

Total liabilities and shareholders’ equity	$	3,447.1		$	5,290.1		$	4,583.2		$	(5,467.5	)	$	7,852.9

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

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

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

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


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

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

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


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

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

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

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

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

Cash provided by (used in) operating activities	$	(31.9	)	$	226.2		$	17.4		$	211.7


Cash flows from investing activities
Capital expenditures	(4.1		)	(98.6		)	(125.0		)	(227.7		)
Business acquisition, net of cash acquired	—			(29.1		)	—			(29.1		)
Other, net	8.9			12.3			0.4			21.6

Cash provided by (used in) investing activities	4.8			(115.4		)	(124.6		)	(235.2		)


Cash flows from financing activities
Long-term borrowings	2,300.0			—			15.0			2,315.0
Repayments of long-term borrowings	(2,200.3		)	—			(107.8		)	(2,308.1		)
Net change in short-term borrowings	112.1			(7.4		)	0.8			105.5
Proceeds from issuances of common stock	18.9			—			—			18.9
Acquisitions of treasury stock	(3.3		)	—			—			(3.3		)
Common dividends	(36.1		)	—			—			(36.1		)
Intercompany	(130.3		)	(103.4		)	233.7			—
Other, net	(31.6		)	(0.4		)	(9.0		)	(41.0		)

Cash provided by (used in) financing activities	29.4			(111.2		)	132.7			50.9


Effect of exchange rate changes on cash	(1.2		)	—			9.7			8.5


Change in cash and cash equivalents	1.1			(0.4		)	35.2			35.9
Cash and cash equivalents — beginning of period	1.5			0.4			189.5			191.4

Cash and cash equivalents — end of period	$	2.6		$	—		$	224.7		$	227.3

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

Cash provided by (used in) operating activities	$	(19.3	)	$	204.9		$	24.4		$	210.0


Cash flows from investing activities
Capital expenditures	(6.0		)	(57.9		)	(71.4		)	(135.3		)
Other, net	0.7			2.7			7.8			11.2

Cash provided by (used in) investing activities	(5.3		)	(55.2		)	(63.6		)	(124.1		)


Cash flows from financing activities
Long-term borrowings	375.0			—			21.9			396.9
Repayments of long-term borrowings	(640.4		)	(0.3		)	(121.1		)	(761.8		)
Net change in short-term borrowings	49.0			5.8			237.9			292.7
Proceeds from issuances of common stock	18.6			—			—			18.6
Acquisitions of treasury stock	(257.1		)	—			—			(257.1		)
Common dividends	(36.8		)	—			—			(36.8		)
Intercompany	292.7			(155.2		)	(137.5		)	—
Other, net	9.5			—			(6.0		)	3.5

Cash provided by (used in) financing activities	(189.5		)	(149.7		)	(4.8		)	(344.0		)


Effect of exchange rate changes on cash	(0.2		)	—			(2.4		)	(2.6		)


Change in cash and cash equivalents	(214.3		)	—			(46.4		)	(260.7		)
Cash and cash equivalents — beginning of period	218.6			0.3			197.1			416.0

Cash and cash equivalents — end of period	$	4.3		$	0.3		$	150.7		$	155.3