XML 25 R10.htm IDEA: XBRL DOCUMENT

Acquisitions and Dispositions

9 Months Ended

Sep. 30, 2024

4. Acquisitions and Dispositions

Aerospace

In the third quarter of 2023, Ball entered into a Stock Purchase Agreement (Agreement) with BAE Systems, Inc. (BAE) and, for the limited purposes set forth therein, BAE Systems plc, to sell all outstanding equity interests in Ball’s aerospace business. On February 16, 2024, the company completed the divestiture of the aerospace business for a purchase price of $5.6 billion, subject to working capital adjustments and other customary closing adjustments under the terms of the Agreement. The company is in the process of finalizing the working capital adjustments and other customary closing adjustments with BAE, which is currently expected to be completed in 2024 and may adjust the final cash proceeds and gain on sale amounts. The divestiture resulted in a pre-tax gain of $4.67 billion, which is net of $20 million of costs to sell incurred and paid in 2023 related to the disposal. Cash proceeds received at close from the sale of $5.42 billion, net of the cash disposed, are presented in business dispositions, net of cash sold, in the unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2024. The company expects to pay approximately $950 million in income taxes related to the transaction throughout 2024, of which $484 million has been paid as of September 30, 2024. The remaining amount of income taxes related to the transaction is recorded in other

current liabilities in the unaudited condensed consolidated balance sheet. Additionally, the completion of the divestiture resulted in the removal of the aerospace business from the company’s obligor group, as the business no longer guarantees the company’s senior notes and senior credit facilities.

The sale of the aerospace business represents a strategic shift that will have a major effect on Ball’s operations and financial results, including the removal of the aerospace reportable segment. Due to this shift, for all periods presented, the consolidated financial statements reflect the aerospace business’ financial results as discontinued operations in the unaudited condensed consolidated statements of earnings, and its assets and liabilities are presented as assets and liabilities held for sale in the unaudited condensed consolidated balance sheet as of December 31, 2023. See Note 1 for further information on the basis of presentation.

The following table presents components of discontinued operations, net of tax for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2024		2023		2024		2023

Net sales	$	—	$	460	$	261	$	1,467

Cost of sales (excluding depreciation and amortization)		—		(382)		(214)		(1,205)
Depreciation and amortization		—		(21)		(9)		(60)
Selling, general and administrative		—		(11)		(11)		(42)
Interest expense		—		—		—		1
Gain (loss) on disposition		(1)		(18)		4,694		(18)
Tax (provision) benefit		7		43		(1,108)		28
Discontinued operations, net of tax	$	6	$	71	$	3,613	$	171

The following table presents assets and liabilities that are classified as held for sale in the unaudited condensed consolidated balance sheet as of December 31, 2023:


	December 31,
($ in millions)	2023

Assets
Current assets
Receivables, net	$	277
Other current assets		56
Total current assets		333
Noncurrent assets
Property, plant and equipment, net		665
Other assets		188
Total assets of discontinued operations	$	1,186

Liabilities
Current liabilities
Accounts payable	$	92
Accrued employee costs		88
Deferred revenue		221
Other current liabilities		34
Total current liabilities		435
Noncurrent liabilities
Employee benefit obligations		163
Other liabilities		74
Total liabilities of discontinued operations	$	672

The following table presents depreciation and amortization, capital expenditures and significant operating and investing noncash items from discontinued operations for the nine months ended September 30, 2024 and 2023 included within the consolidated statements of cash flows. Amounts include adjustments to reconcile net earnings to cash provided by (used in) operating activities:


	Nine Months Ended September 30,
($ in millions)	2024		2023

Provided by (used in)
Depreciation and amortization	$	9	$	60
Gain on Aerospace disposal		(4,694)		18
Capital expenditures		(13)		(75)

Noncash investing activities include the acquisition of property, plant and equipment (PP&E) for which payment has not been made. These noncash capital expenditures are excluded from the consolidated statements of cash flows. A summary of the PP&E acquired but not yet paid for from discontinued operations is as follows:

Aerosol Packaging

In late-October 2024, the company acquired the entire share capital of Alucan Entec, S.A, an impact extruded aluminum packaging business with a manufacturing facility in Lummen, Belgium and Llinars del Vallés, Spain, for the purchase price of €82 million, subject to customary closing adjustments. Using the exchange rate on the date of close, the initial

cash consideration of $80 million (or €75 million) was paid at close, with an additional $8 million (or €7 million) to be paid over the next four years, less any potential obligations covered by the holdback arrangement. The business is part of Ball’s aerosol packaging operating segment. The transaction broadens the geographic reach and expands the product portfolio of Ball’s aerosol packaging business, serving the growing personal, home care and beverage bottle markets.

Nine Months Ended September 30,

($ in millions)

Supplemental cash flow information:

PP&E acquired but not yet paid