Shareholders' Equity

12 Months Ended

Dec. 31, 2015

Shareholders' Equity

Shareholders' Equity

16.  Shareholders’ Equity

At December 31, 2015, the company had 550 million shares of common stock and 15 million shares of preferred stock authorized, both without par value. Preferred stock includes 550,000 authorized but unissued shares designated as Series A Junior Participating Preferred Stock.

Under the company’s shareholder Rights Agreement dated July 26, 2006, as amended, one half of a preferred stock purchase right (Right) is attached to each outstanding share of Ball Corporation common stock. Subject to adjustment, each Right entitles the registered holder to purchase from the company one one-thousandth of a share of Series A Junior Participating Preferred Stock at an exercise price of $185 per Right. Subject to certain limited exceptions for passive investors, if a person or group acquires 10 percent or more of the company’s outstanding common stock (or upon occurrence of certain other events), the Rights (other than those held by the acquiring person) become exercisable and generally entitle the holder to purchase shares of Ball Corporation common stock at a 50 percent discount. The Rights, which expire in 2016, are redeemable by the company at a redemption price of $0.001 per Right and trade with the common stock. Exercise of such Rights would cause substantial dilution to a person or group attempting to acquire control of the company without the approval of Ball’s board of directors. The Rights would not interfere with any merger or other business combinations approved by the board of directors.

The company’s share repurchases, net of issuances, totaled $99.5 million in 2015, $360.1 million in 2014 and $398.8 million in 2013.

In March 2014, in a privately negotiated transaction, Ball entered into an accelerated share repurchase agreement to buy $100 million of its common shares using cash on hand and available borrowings. The company advanced the $100 million on March 7, 2014, and received 1,538,740 shares, which represented 85 percent of the total shares as calculated using the closing price on March 3, 2014. The agreement was settled in June 2014, and the company received an additional 245,196 shares, which represented a weighted average price of $56.06 for the entire contract price.

Accumulated Other Comprehensive Earnings (Loss)

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

($ in millions)	Foreign Currency Translation			Pension and Other Postretirement Benefits (Net of Tax)			Effective Derivatives (Net of Tax)			Accumulated Other Comprehensive Earnings (Loss)
December 31, 2013	$	180.7		$	(391.8	)	$	(38.8	)	$	(249.9	)
Other comprehensive earnings (loss) before reclassifications	(199.1		)	(159.4		)	4.3			(354.2		)
Amounts reclassified from accumulated other comprehensive earnings (loss)	—			51.3			30.7			82.0
December 31, 2014	(18.4		)	(499.9		)	(3.8		)	(522.1		)
Other comprehensive earnings (loss) before reclassifications	(165.1		)	25.4			(18.2		)	(157.9		)
Amounts reclassified from accumulated other comprehensive earnings (loss)	—			29.6			10.5			40.1
December 31, 2015	$	(183.5	)	$	(444.9	)	$	(11.5	)	$	(639.9	)

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

($ in millions)	December 31,
	2015			2014			2013
Gains (losses) on cash flow hedges:
Commodity contracts recorded in net sales	$	5.4		$	(6.2	)	$	8.4
Commodity contracts and currency exchange contracts recorded in cost of sales	(23.6		)	(27.2		)	(35.9		)
Currency exchange contracts recorded in SG&A expense	1.7			—			—
Interest rate contracts recorded in interest expense	(0.2		)	—			(1.0		)
Total before tax effect	(16.7		)	(33.4		)	$	(28.5	)
Tax benefit (expense) on amounts reclassified into earnings	6.2			2.7			7.1
Recognized gain (loss)	$	(10.5	)	$	(30.7	)	$	(21.4	)
Amortization of pension and other postretirement benefits (a):
Prior service income (cost)	$	1.0		$	0.6		$	1.0
Actuarial gains (losses)	(47.7		)	(36.8		)	(49.8		)
Effect of pension settlement	—			(45.3		)	—
Total before tax effect	(46.7		)	(81.5		)	(48.8		)
Tax benefit (expense) on amounts reclassified into earnings	17.1			30.2			18.2
Recognized gain (loss)	$	(29.6	)	$	(51.3	)	$	(30.6	)

(a) These components are included in the computation of net periodic benefit cost included in Note 15.

Noncontrolling Interest

Ball acquired the remaining interests in its Latapack-Ball joint venture in Brazil for consideration of approximately 5.7 million treasury shares of Ball common stock, valued at $403.0 million, and $17.4 million in cash.  The accounting guidance requires changes in noncontrolling interests that do not result in a change of control to be recorded as an equity transaction. Where there is a difference between the fair value of consideration paid and the carrying value of the noncontrolling interest, it is recorded to common stock. The difference of $220.2 million between the noncontrolling interest carrying value of $200.2 million at the time of acquisition and the fair value of the consideration paid of $420.4 million was recorded as a decrease to common stock. The acquisition of the joint venture company was completed in December 2015, and Latapack-Ball is now a wholly owned subsidiary of Ball Corporation.