2000 ANNUAL REPORT TO SHAREHOLDERS
Published on March 30, 2001
Exhibit 13.1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Ball Corporation and Subsidiaries
Management's discussion and analysis should be read in conjunction with the consolidated financial statements and the accompanying
notes. Ball Corporation and subsidiaries are referred to collectively as "Ball" or "the company" or "we" and "our" in the following
discussion and analysis.
Consolidated Sales and Earnings
Ball's operations are organized along its product lines and include two segments - the packaging segment and the aerospace and
technologies segment.
Packaging Segment
The packaging segment includes metal and PET (polyethylene terephthalate) plastic containers, primarily used in beverage and food
packaging. Our packaging operations are located in and serve North America (the U.S. and Canada) and Asia, primarily the People's
Republic of China (PRC). Packaging segment sales were flat compared to 1999. Operating margins, excluding the business consolidation
charge in 2000, were slightly improved compared to 1999 with improved production efficiencies and cost reductions being partially
offset by price/cost compression. Packaging segment sales were up significantly in 1999 compared to 1998, largely the result of the
incremental business from an acquisition of beverage can manufacturing assets in the second half of 1998.
North American metal beverage container sales, which represented approximately 68 percent of segment sales in 2000, decreased
3 percent in comparison to 1999. The decrease in 2000 compared to 1999 was due to lower shipments, partially offset by higher aluminum
prices passed through to customers. At the end of the second quarter, we ceased production at one of our beverage can manufacturing
facilities due to industry overcapacity and unattractive pricing. In addition, a manufacturing line in British Columbia ceased
production near the end of 2000, for which a provision was made as part of the second quarter business consolidation charge. During
the first quarter of 2000, we closed an acquired aluminum beverage can plant in Tampa and began operation of a new, high-speed
production line in our other Tampa plant. The sales increase in 1999 compared to 1998 was due to the additional sales volume from the
plants acquired in a 1998 beverage can manufacturing acquisition. Based on publicly available industry information, we estimate that
shipments in 2000 for our metal beverage container product line were approximately 32 percent of total U.S. and Canadian shipments.
North American metal food container sales, which comprised approximately 17 percent of segment sales in 2000, increased 10 percent
over 1999 and 14 percent over 1998. The increase in 2000 was the result of volume gains, including sales to our joint venture
partner, ConAgra Grocery Products Company. The 1999 increase was due to stronger sales in seasonal and nonseasonal lines, with the
Pacific salmon catch and the harvest in the Midwest both higher year over year. In 1999 shipments from the metal food container
product line exceeded five billion units for the first time. We estimate our 2000 shipments of 5.3 billion units to be approximately
18 percent of total U.S. and Canadian metal food container shipments, based on publicly available industry information.
During the second quarter of 2000, Ball and ConAgra Grocery Products Company formed a joint venture food can manufacturing company,
Ball Western Can Company. Ball receives management fees and accounts for the results of its 50 percent-owned investment under the
equity method.
Sales in the plastic container product line, which comprised approximately 8 percent of segment sales in 2000, have increased
steadily over the last three years. Plastic container sales in 2000 exceeded 1999 by approximately 4 percent, which exceeded 1998 by
approximately 9 percent. The 2000 increase was due to the pass-through of higher resin prices, while the 1999 increase was due to
higher sales volumes. The sales mix continues to be weighted heavily toward carbonated soft drink and water containers. Plastic beer
containers are being tested by several of our customers and we are developing plastic containers for the single serve juice market.
International packaging sales are comprised of the sales within the PRC as well as revenues from technical services provided to Ball
licensees. International packaging sales decreased approximately 2 percent in the PRC in 2000 compared to 1999, which was lower than
1998 by 5 percent. The closure of two plants in the PRC during the first quarter of 1999 contributed to the lower sales in that year.
Sales and operating margins within the PRC continue to be affected negatively by a soft metal beverage container market combined with
industry overcapacity.
Aerospace and Technologies Segment
The aerospace and technologies segment had lower sales in 2000 compared to 1999 as a result of the completion of some programs and
delays in the start-up and funding of new programs. Despite the decrease in sales, earnings in 2000 were higher as a result of the
favorable settlement regarding costs associated with the company's ESOP as well as better than anticipated margins at the completion
of certain contracts. Sales increased in 1999 in comparison to 1998 as a result of increased program activity. Earnings in 1999 were
lower due in part to costs to develop antennas for wireless personal communications systems that employ Ball technology.
Sales to the U.S. government, either as a prime contractor or as a subcontractor, represented approximately 85 percent, 86 percent
and 90 percent of segment sales in 2000, 1999 and 1998, respectively. Major industry trends have not changed significantly, with
Department of Defense and NASA budgets remaining relatively flat. However, there is a growing worldwide market for commercial space
activities. Consolidation in the industry continues, and there is strong competition for business. Backlog for the aerospace and
technologies segment at December 31, 2000 and 1999, was approximately $351 million and $346 million, respectively. Year-to-year
comparisons of backlog are not necessarily indicative of the trend of future operations.
For additional information regarding the company's segments, see the summary of business segment information in Note 2 accompanying
the consolidated financial statements.
Selling and Administrative Expenses
Selling and administrative expenses were $141.9 million, $140.9 million and $119.4 million for 2000, 1999 and 1998, respectively.
Higher consolidated selling and administrative expenses in 1999 compared to 1998 were due partially to the additional costs
associated with the plants acquired in August 1998, including salaries and interim administrative support. Also contributing to the
increase were higher performance-based incentive compensation costs and, in 1999, a nonrecurring $4.7 million charge in the second
quarter associated with an executive stock option grant which vested in April when the company's closing stock price reached
specified levels. Excluding the $4.7 million stock option compensation charge in 1999, higher selling and administrative expenses in
2000 included increases in compensation and related costs.
Interest and Taxes
Consolidated interest expense was $95.2 million in 2000 compared to $107.6 million in 1999 and $78.6 million in 1998. The 2000
decrease is attributable to a lower level of average borrowings during the year, as well as increased capitalization of interest,
largely in connection with our Tampa plant expansion, offset by higher short-term interest rates. We maintained a higher percentage
of long-term debt at lower fixed rates in 2000 as a result of fixing certain previously floating rate debt through the use of
derivative instruments. The increase in 1999 interest costs over 1998 was attributable to a full year of the higher debt levels
associated with the August 1998 beverage can acquisition.
Ball's consolidated effective income tax rate was 37.6 percent in 2000 compared to 37.9 percent in 1999 and 32.2 percent in 1998. The
slightly lower effective income tax rate in 2000 is primarily the result of the favorable resolution during the year of certain prior
years' federal and state tax matters, partially offset by nondeductible goodwill included in the second quarter charge for business
consolidation costs.
The higher tax rate for 1999 compared to 1998 is related to the phase-in effects of the previously reported 1996 legislated changes
in the tax treatment of the costs of company-owned life insurance, the impact of a full year of goodwill amortization related to the
book and tax basis differences of acquired assets and liabilities and the favorable settlement in 1998 of various issues with taxing
authorities, all of which were partially offset by the effects of foreign operations.
Minority Interests and Results of Equity Affiliates
Minority interests' share of losses was $1 million for 2000, compared to their share of income of $1.9 million in 1999 and their
share of losses of $7.9 million in 1998. The losses in 2000 and 1998 reflect the minority share of the charges for plant closures in
the PRC recorded in those years.
Equity in the earnings of affiliates is attributable to investments in the PRC, Thailand and Brazil. Results were losses of
$3.9 million in 2000 and $0.2 million in 1999 and income of $5.6 million in 1998. Brazil's losses in 2000 were the result of
unfavorable currency hedging transactions, while losses in the PRC reflect the continued effects of excess capacity in the industry,
coupled with higher metal costs relative to the previous year and the impact of business consolidation costs. Thailand incurred a
small loss in both 2000 and 1999.
Other Items
The company recorded an $83.4 million pretax charge ($55 million after tax, minority interests and equity earnings impacts, or $1.77
per diluted share) in the second quarter for packaging business consolidation and investment exit activities. The charge includes
costs associated with the permanent closure of a beverage can manufacturing facility in the U.S., the elimination of food and
beverage can manufacturing capacity at two locations in Canada, the consolidation of production capacity in the PRC and the
write-down to net realizable value of an investment in a Russian beverage can manufacturing joint venture. These actions, which are
expected to be completed during 2001, are largely the result of improved operating efficiencies throughout our packaging business and
are consistent with our strategy to keep manufacturing costs low. Additional details about the business consolidation and investment
exit activities are provided in Note 3 to the consolidated financial statements.
Also during the second quarter, we favorably resolved certain state and federal tax matters related to prior years that reduced the
overall tax provision by $2.3 million (7 cents per diluted share).
On April 3, 2000, the Armed Services Board of Contract Appeals sustained our claim to recoverability of costs associated with our
Employee Stock Ownership Plan for fiscal years beginning in 1989, and the time frame for the U.S. government to file an appeal
expired in August. As a result, in the third quarter we recognized earnings of approximately $7 million ($4.3 million after tax or
14 cents per diluted share) related to this matter.
In connection with a beverage can manufacturing acquisition in 1998, the company provided $51.3 million in the opening balance sheet
for the costs of integrating the acquired business, which included the closure of a headquarters facility and three plants. The
employees have been terminated, and the former headquarters facility and two of the three plants have been sold. The third plant and
certain equipment remain for sale. Additional details about the acquisition are provided in Note 4 to the consolidated financial
statements.
Also in connection with the acquisition, we refinanced $521.9 million of our existing debt and, as a result, recorded a pretax charge
for early extinguishment of the debt of $19.9 million ($12.1 million after tax or 37 cents per diluted share).
During the fourth quarter of 1998, the company announced the closure of two of its plants located in the PRC and removed from service
manufacturing equipment at a third plant. The actions resulted in a $56.2 million, largely noncash, charge in 1998, primarily for the
write-down to net realizable value of fixed assets, goodwill and other assets. Also in 1998 we relocated our corporate headquarters
to an existing company-owned building in Broomfield, Colorado. In connection with the relocation, which has been completed, the
company recorded a pretax charge in 1998 of $17.7 million, primarily for employee-related costs.
In 1998 the company also adopted SOP No. 98-5, "Reporting on the Costs of Start-Up Activities," in advance of its required 1999
implementation date. SOP No. 98-5 requires that costs of start-up activities and organizational costs, as defined, be expensed as
incurred. In accordance with this statement, we recorded an after-tax charge to earnings of $3.3 million (11 cents per share),
retroactive to January 1, 1998, representing the cumulative effect of this change in accounting on prior years.
Financial Condition, Liquidity and Capital Resources
Cash flows from operating activities were $176.5 million in 2000 compared to $306 million in 1999 and $387.1 million in 1998. The
decrease in 2000 from 1999 was the result of higher accounts receivable and inventory balances, partially offset by higher earnings,
excluding the business consolidation charge. The decrease in 1999 from 1998 was due to improved operating results and higher
collections on receivables offset by higher inventories, primarily due to purchases of aluminum late in 1999 in anticipation of a
price increase. Additionally, free cash flow has increased accordingly.
Free cash flow is the cash remaining from operations before working capital changes, reduced by capital spending and dividends, and
is used to pay down debt, repurchase shares and finance working capital. We focus on increasing free cash flow to achieve our primary
objective of maximizing shareholder value over time. The consolidated statements of our cash flows are summarized as follows:
($ in millions) 2000 1999 1998
------------- ------------ ------------
Operating cash flows $ 176.5 $ 306.0 $ 387.1
Working capital changes 130.1 1.5 (159.5)
Capital spending (98.7) (107.0) (84.2)
Dividends (21.6) (22.5) (22.7)
------------- ------------ ------------
Free cash flow 186.3 178.0 120.7
Business acquisitions - - (838.4)
Debt borrowings (repayments) (48.0) (151.1) 619.3
Share repurchases, net of issuances (60.9) (35.5) (3.4)
Working capital changes (130.1) (1.5) 159.5
Other 42.5 11.9 (49.2)
------------- ------------ ------------
Net change in cash and temporary investments $ (10.2) $ 1.8 $ 8.5
============= ============ ============
Capital expenditures, excluding effects of business acquisitions and dispositions, were $98.7 million, $107 million and $84.2 million
in 2000, 1999 and 1998, respectively. Higher spending in 1999 compared to 1998 was largely related to the additional plants acquired
in 1998. Capital spending is expected to be approximately $100 million in 2001.
Debt at December 31, 2000, decreased $59.4 million to $1,137.3 million from $1,196.7 million at year end 1999, while cash and
temporary investments were reduced slightly. Consolidated debt-to-total capitalization improved to 62 percent at December 31, 2000,
from 62.7 percent at year end 1999.
Debt includes $300 million of 7.75% Senior Notes due in 2006, $250 million of 8.25% Senior Subordinated Notes due in 2008 and
borrowings under a Senior Credit Facility, which bear interest at variable rates. At December 31, 2000, $559 million was available
under the revolving credit facility portion of the Senior Credit Facility.
Ball Asia Pacific Holdings Limited and its consolidated subsidiaries had short-term uncommitted credit facilities of approximately
$110 million at the end of the year, of which $58.5 million was outstanding at December 31, 2000.
A receivables sales agreement provides for the ongoing, revolving sale of a designated pool of trade accounts receivable of Ball's
U.S. packaging operations, up to $125 million. Net funds received from the sale of the accounts receivable totaled $122.5 million at
December 31, 2000 and 1999.
The company was not in default of any loan agreement at December 31, 2000, and has met all payment obligations. The U.S. note
agreements, bank credit agreement, ESOP debt guarantee and industrial development revenue bond agreements contain certain
restrictions relating to dividends, investments, guarantees and the incurrence of additional indebtedness.
Additional details about the company's receivables sales agreement and debt are available in Notes 5 and 9, respectively,
accompanying the consolidated financial statements.
Cash dividends paid on common stock in 2000, 1999 and 1998 were 60 cents per share each year.
Financial Instruments and Risk Management
In the ordinary course of business, we employ established risk management policies and procedures to reduce our exposure to commodity
price changes, changes in interest rates, fluctuations in foreign currencies and the company's common share repurchase program.
We have estimated our market risk exposure using sensitivity analysis. Market risk exposure has been defined as the changes in fair
value of a derivative instrument assuming a hypothetical 10 percent adverse change in market prices or rates. The results of the
sensitivity analysis are summarized below. Actual changes in market prices or rates may differ from hypothetical changes.
Commodity Price Risk
We primarily manage our commodity price risk in connection with market price fluctuations of aluminum by entering into customer sales
contracts for cans and ends, which include aluminum-based pricing terms that consider price fluctuations under our commercial supply
contracts for aluminum purchases. The terms include "band" pricing where there is an upper and lower limit, a fixed price or only an
upper limit to the aluminum component pricing. This matched pricing affects substantially all of our North American metal beverage
packaging net sales. We also, at times, use certain derivative instruments such as option and forward contracts to hedge commodity
price risk.
Considering the effects of derivative instruments, the market's ability to accept price increases and the company's North American
and international commodity price exposures to aluminum, a hypothetical 10 percent adverse change in the company's North American and
international aluminum prices could have an estimated $1.9 million impact on earnings over a one-year period. Considering the same
factors, a hypothetical 10 percent adverse change in the prices of steel and resin could have an estimated $4.7 million impact on
earnings over the same period. Actual results may vary based on actual changes in market prices and rates.
Interest Rate Risk
Our objective in managing exposure to interest rate changes is to limit the impact of interest rate changes on earnings and cash
flows and to lower our overall borrowing costs. To achieve these objectives, we use a variety of interest rate swaps, collars and
options to manage our mix of floating and fixed-rate debt. Interest rate instruments held by the company at December 31, 2000 and
1999, included pay-floating and pay-fixed interest rate swaps, interest rate caps and swaption contracts. Pay-fixed swaps effectively
convert floating rate obligations to fixed rate instruments. Pay-floating swaps effectively convert fixed-rate obligations to
variable rate instruments. Swap agreements expire at various times up to five years.
The related notional amounts of interest rate swaps and options serve as the basis for computing the cash flow under these agreements
but do not represent our exposure through the use of these instruments. Although these instruments involve varying degrees of credit
and interest risk, the counter parties to the agreements involve financial institutions, which are expected to perform fully under
the terms of the agreements.
Based on our interest rate exposure at December 31, 2000, assumed floating rate debt levels throughout 2001 and the effects of
derivative instruments, a 10 percent change in interest rates could have an estimated $2.3 million impact on earnings over a one-year
period. Actual results may vary based on actual changes in market prices and rates.
Exchange Rate Risk
Our objective in managing exposure to foreign currency fluctuations is to protect foreign cash flow and reduce earnings volatility
associated with foreign exchange rate changes. Our primary foreign currency risk exposures result from the strengthening of the U.S.
dollar against the Hong Kong dollar, Canadian dollar, Chinese renminbi, Thai baht and Brazilian real. We face currency exposures that
arise from translating the results of our global operations and maintaining U.S. dollar debt and payables in foreign countries. We
primarily use forward contracts to manage our foreign currency exposures and, as a result, gains and losses on these derivative
positions offset, in part, the impact of currency fluctuations on the existing assets and liabilities.
Considering the company's derivative financial instruments outstanding at December 31, 2000, and the currency exposures, a
hypothetical 10 percent unfavorable change in the exchange rates compared to the U.S. dollar could have an estimated $7.4 million
impact on earnings over a one-year period. Actual changes in market prices or rates may differ from hypothetical changes.
Equity
In connection with the company's ongoing share repurchase program, the company sells put options which give the purchaser of those
options the right to sell shares of the company's common stock to the company on specified dates at specified prices upon the
exercise of those options. The put option contracts allow us to determine the method of settlement, either in cash or shares. As
such, the contracts are considered equity instruments and changes in the fair value are not recognized in the company's financial
statements. Our objective in selling put options is to lower the average purchase price of acquired shares in connection with the
share repurchase program.
In 2000 the company entered into a forward share repurchase agreement to purchase shares of the company's common stock. During the
year we purchased 580,300 shares under the agreement at an average price of $34.50, and in January 2001 we purchased the 510,500
shares remaining under the agreement at an average price of $35.16.
New Accounting Pronouncement
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and SFAS No. 138, an amendment of SFAS 133, essentially
require all derivatives to be recorded on the balance sheet at fair value and establish new accounting practices for hedge
instruments. In connection with the adoption of these statements, which became effective for Ball on January 1, 2001, we expect the
cumulative earnings effect of this change in accounting to be insignificant.
For information regarding other recent accounting pronouncements, see Note 1 to the consolidated financial statements.
Contingencies
The company is subject to various risks and uncertainties in the ordinary course of business due, in part, to the competitive nature
of the industries in which we participate, our operations in developing markets outside the U.S., changing commodity prices for the
materials used in the manufacture of our products and changing capital markets. Where practicable, we attempt to reduce these risks
and uncertainties through the establishment of risk management policies and procedures, including, at times, the use of derivative
financial instruments as explained above.
From time to time, the company is subject to routine litigation incident to its business. Additionally, the U.S. Environmental
Protection Agency has designated Ball as a potentially responsible party, along with numerous other companies, for the cleanup of
several hazardous waste sites. Our information at this time does not indicate that these matters will have a material adverse effect
upon the liquidity, results of operations or financial condition of the company.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingencies at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period. Future events could affect
these estimates.
The U.S. economy and the company have experienced minor general inflation during the past several years. Management believes that
evaluation of Ball's performance during the periods covered by these consolidated financial statements should be based upon
historical financial statements.
Forward-Looking Statements
We have made certain forward-looking statements in this annual report. These forward-looking statements represent goals and are based
on certain assumptions and estimates regarding the worldwide economy, specific industry technological innovations, industry capacity
and competitive activity, interest rates, capital expenditures, pricing, currency movements, product introductions, and the
development of certain domestic and international markets. Some factors that could cause our actual results or outcomes to differ
materially from those discussed in the forward-looking statements include, but are not limited to, fluctuation in customer growth and
demand; the weather; vegetable and fish yields; fuel and energy costs and availability; regulatory action; federal and state
legislation; interest rates; labor strikes; boycotts; litigation involving antitrust, intellectual property, consumer and other
issues; maintenance and capital expenditures; local economic conditions; the authorization and control over the availability of
government contracts and the nature and continuation of those contracts and related services provided thereunder; the success or lack
of success of satellite launches and the businesses and governments associated with the launches; the fluctuation of international
currencies; the ability to obtain adequate credit resources for foreseeable financing requirements of our businesses; and the ability
of the company to acquire or divest of other businesses. If our assumptions and estimates are incorrect, or if we are unable to
achieve our goals, then actual performance could vary materially from goals expressed or implied in forward-looking statements.
Report of Management on Financial Statements
The consolidated financial statements contained in this annual report to shareholders are the responsibility of management. These
financial statements have been prepared in conformity with generally accepted accounting principles and, necessarily, include certain
amounts based on management's informed judgments and estimates. Future events could affect these judgments and estimates.
In fulfilling its responsibility for the integrity of financial information, management maintains and relies upon a system of
internal control which is designated to provide reasonable assurance that assets are safeguarded from unauthorized use or
disposition, that transactions are executed in accordance with management's authorization and that transactions are properly recorded
to permit the preparation of reliable financial statements in all material respects. To assure the continuing effectiveness of the
system of internal controls and to maintain a climate in which such controls can be effective, management establishes and
communicates appropriate written policies and procedures; carefully selects, trains and develops qualified personnel; maintains an
organizational structure that provides clearly defined lines of responsibility, appropriate delegation of authority and segregation
of duties; and maintains a continuous program of internal audits with appropriate management follow-up. Company policies concerning
use of corporate assets and conflicts of interest, which require employees to maintain the highest ethical and legal standards in
their conduct of the company's business, are important elements of the internal control system.
The board of directors oversees management's administration of company reporting practices, internal controls and the preparation of
the consolidated financial statements with the assistance of its audit committee, which is subject to regulation by the Securities
and Exchange Commission and the New York Stock Exchange (the Exchange). The board of directors has adopted an audit committee charter
that governs the work of the audit committee and meets the requirements of the Exchange.
R. David Hoover Raymond J. Seabrook
President and Chief Executive Officer Senior Vice President and Chief Financial Officer
Report of Independent Accountants
To the Board of Directors and Shareholders
Ball Corporation
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, of cash flows and of
shareholders' equity and comprehensive earnings present fairly, in all material respects, the financial position of Ball Corporation and
its subsidiaries at December 31, 2000, and 1999, and the results of their operations and their cash flows for each of the three years in
the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the company's management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in
the United States of America which require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Denver, Colorado
January 24, 2001
Consolidated Statements of Earnings
Ball Corporation and Subsidiaries
Years ended December 31,
-----------------------------------------------
($ in millions, except per share amounts) 2000 1999 1998
- ----------------------------------------------------------------------------------------------------------
Net sales $3,664.7 $3,707.2 $2,995.7
- ----------------------------------------------------------------------------------------------------------
Costs and expenses
Cost of sales (excluding depreciation and amortization) 3,064.1 3,111.0 2,537.7
Depreciation and amortization (Notes 7 and 8) 159.1 162.9 145.0
Business consolidation costs and other (Note 3) 76.4 - 73.9
Selling and administrative 141.9 140.9 119.4
Receivable securitization fees and product development
(Note 5) 14.1 13.6 13.8
------------- ------------- -------------
3,455.6 3,428.4 2,889.8
- ----------------------------------------------------------------------------------------------------------
Earnings before interest and taxes 209.1 278.8 105.9
- ----------------------------------------------------------------------------------------------------------
Interest expense (Note 9) 95.2 107.6 78.6
------------- ------------- ------------
Earnings before taxes 113.9 171.2 27.3
Provision for taxes (Note 11) (42.8) (64.9) (8.8)
Minority interests 1.0 (1.9) 7.9
Equity in net results of affiliates (3.9) (0.2) 5.6
------------- ------------- -------------
Earnings before extraordinary item and accounting change 68.2 104.2 32.0
Early debt extinguishment costs, net of tax - - (12.1)
Cumulative effect of accounting change for start-up
costs, net of tax - - (3.3)
------------- ------------- -------------
Net earnings 68.2 104.2 16.6
Preferred dividends, net of tax (2.6) (2.7) (2.8)
- ----------------------------------------------------------------------------------------------------------
Earnings attributable to common shareholders $ 65.6 $ 101.5 $ 13.8
- ----------------------------------------------------------------------------------------------------------
Basic earnings per share before extraordinary item and
accounting change (Note 14) $ 2.26 $ 3.36 $ 0.96
Early debt extinguishment costs, net of tax - - (0.40)
Cumulative effect of accounting change for start-up
costs, net of tax - - (0.11)
------------- ------------- -------------
Basic earnings per share $ 2.26 $ 3.36 $ 0.45
============= ============= =============
Diluted earnings per share before extraordinary item and
accounting change (Note 14) $ 2.14 $ 3.15 $ 0.91
Early debt extinguishment costs, net of tax - - (0.37)
Cumulative effect of accounting change for start-up costs,
net of tax - - (0.10)
------------- ------------- -------------
Diluted earnings per share $ 2.14 $ 3.15 $ 0.44
============= ============= =============
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Balance Sheets
Ball Corporation and Subsidiaries
December 31,
--------------------------
($ in millions) 2000 1999
------------ ------------
Assets
Current assets
Cash and temporary investments $ 25.6 $ 35.8
Receivables, net (Note 5) 230.2 220.2
Inventories, net (Note 6) 627.5 565.9
Deferred taxes and prepaid expenses (Note 11) 86.0 73.9
------------ ------------
Total current assets 969.3 895.8
Property, plant and equipment, net (Note 7) 1,003.7 1,121.2
Goodwill and other assets (Notes 4 and 8) 676.8 715.1
------------ ------------
Total Assets $ 2,649.8 $ 2,732.1
============ ============
Liabilities and Shareholders' Equity
Current liabilities
Short-term debt and current portion of long-term debt (Note 9) $ 125.7 $ 104.0
Accounts payable 332.1 345.5
Accrued employee costs and other current liabilities 201.3 220.6
------------ ------------
Total current liabilities 659.1 670.1
Long-term debt (Note 9) 1,011.6 1,092.7
Employee benefit obligations, deferred taxes and other liabilities
(Notes 11 and 12) 281.8 258.7
------------ ------------
Total liabilities 1,952.5 2,021.5
------------ ------------
Contingencies (Note 17)
Minority interests 14.9 19.7
------------ ------------
Shareholders' Equity (Note 13)
Series B ESOP Convertible Preferred Stock 53.4 56.2
Unearned compensation - ESOP (10.6) (20.5)
------------ ------------
Preferred shareholder's equity 42.8 35.7
------------ ------------
Common stock (36,773,381 shares issued - 2000;
35,849,778 shares issued - 1999 443.9 413.0
Retained earnings 529.3 481.2
Accumulated other comprehensive loss (29.7) (26.7)
Treasury stock, at cost (8,724,380 shares - 2000;
6,032,651 shares - 1999) (303.9) (212.3)
------------ ------------
Common shareholders' equity 639.6 655.2
------------ ------------
Total shareholders' equity 682.4 690.9
------------ ------------
Total Liabilities and Shareholders' Equity $ 2,649.8 $ 2,732.1
============ ============
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Statements of Cash Flows
Ball Corporation and Subsidiaries
Years ended December 31,
-----------------------------------------------
($ in millions) 2000 1999 1998
------------ ------------ ------------
Cash Flows from Operating Activities
Net earnings $ 68.2 $ 104.2 $ 16.6
Noncash charges to net earnings:
Depreciation and amortization 159.1 162.9 145.0
Deferred taxes 9.8 34.3 (7.6)
Business consolidation costs net of related equity and
minority interest effects 81.3 - 60.9
Early debt extinguishment costs - - 19.9
Other, net (11.8) 6.1 (7.2)
Working capital changes, excluding effects of
acquisitions and dispositions:
Receivables (9.8) 53.5 93.9
Inventories (73.8) (49.1) 27.7
Accounts payable (12.5) (5.1) 54.7
Other, net (34.0) (0.8) (16.8)
------------ ------------ ------------
Net cash provided by operating activities 176.5 306.0 387.1
------------ ------------ ------------
Cash Flows from Investing Activities
Additions to property, plant and equipment (98.7) (107.0) (84.2)
Acquisitions, net of cash acquired - - (838.4)
Incentive loan receipts 17.4 7.6 -
Other, net 28.8 6.7 7.5
------------ ------------ ------------
Net cash used in investing activities (52.5) (92.7) (915.1)
------------ ------------ ------------
Cash Flows from Financing Activities
Long-term borrowings - 23.1 1,180.4
Repayments of long-term borrowings (50.9) (161.0) (357.8)
Change in short-term borrowings 2.9 (13.2) (203.3)
Debt issuance costs - - (28.9)
Debt prepayment costs - - (17.5)
Common and preferred dividends (21.6) (22.5) (22.7)
Proceeds from issuance of common stock under
various employee and shareholder plans 30.7 36.8 31.5
Acquisitions of treasury stock (91.6) (72.3) (34.9)
Other, net (3.7) (2.4) (10.3)
------------ ------------ ------------
Net cash provided by (used in) financing activities (134.2) (211.5) 536.5
------------ ------------ ------------
Net Change in Cash and Temporary Investments (10.2) 1.8 8.5
Cash and Temporary Investments - Beginning of Year 35.8 34.0 25.5
------------ ------------ ------------
Cash and Temporary Investments - End of Year $ 25.6 $ 35.8 $ 34.0
============ ============ ============
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Statements of Shareholders' Equity and Comprehensive Earnings
Ball Corporation and Subsidiaries
Number of Shares Years ended December 31,
(in thousands) ($ in millions)
2000 1999 1998 2000 1999 1998
----------- ---------- ---------- ---------- ---------- ----------
Series B ESOP Convertible Preferred Stock
Balance, beginning of year 1,530 1,587 1,635 $ 56.2 $ 57.2 $ 59.9
Shares retired (76) (57) (48) (2.8) (1.0) (2.7)
----------- ---------- ---------- ---------- ---------- ----------
Balance, end of year 1,454 1,530 1,587 $ 53.4 $ 56.2 $ 57.2
=========== ========== ========== ========== ========== ==========
Unearned Compensation - ESOP
Balance, beginning of year $ (20.5) $ (29.5) $ (37.0)
Amortization 9.9 9.0 7.5
---------- ---------- ----------
Balance, end of year $ (10.6) $ (20.5) $ (29.5)
========== ========== ==========
Common Stock
Balance, beginning of year 35,850 34,860 33,759 $ 413.0 $ 368.4 $ 336.9
Shares issued for stock options and
other employee and shareholder stock
plans less shares exchanged 923 990 1,101 30.9 44.6 31.5
----------- ---------- ---------- ---------- ---------- ----------
Balance, end of year 36,773 35,850 34,860 $ 443.9 $ 413.0 $ 368.4
=========== ========== ========== ========== ========== ==========
Retained Earnings
Balance, beginning of year $ 481.2 $ 397.9 $ 402.3
Net earnings 68.2 104.2 16.6
Common dividends (17.5) (18.2) (18.2)
Preferred dividends, net of tax (2.6) (2.7) (2.8)
---------- ---------- ----------
Balance, end of year $ 529.3 $ 481.2 $ 397.9
========== ========== ==========
Treasury Stock
Balance, beginning of year (6,033) (4,405) (3,540) $(212.3) $(140.0) $(105.1)
Shares reacquired (2,691) (1,628) (865) (91.6) (72.3) (34.9)
----------- ---------- ---------- ---------- ---------- ----------
Balance, end of year (8,724) (6,033) (4,405) $(303.9) $(212.3) $(140.0)
=========== ========== ========== ========== ========== ==========
Years ended December 31,
-----------------------------------------------------------------------------------
($ in millions) 2000 1999 1998
--------------------------- --------------------------- ---------------------------
Accumulated Accumulated Accumulated
Other Other Other
Comprehensive Comprehensive Comprehensive Comprehensive Comprehensive Comprehensive
Earnings Loss Earnings Loss Earnings Loss
------------- ------------- ------------- ------------- ------------- -------------
Comprehensive Earnings (Loss)
Balance, beginning of year $ (26.7) $ (31.7) $ (22.8)
Net earnings $ 68.2 $ 104.2 $ 16.6
------------- ------------- -------------
Foreign currency translation adjustment (3.2) 4.0 (7.7)
Minimum pension liability adjustment,
net of tax 0.2 1.0 (1.2)
------------- -------------
-------------
Other comprehensive earnings (loss) (3.0) (3.0) 5.0 5.0 (8.9) (8.9)
------------- ------------- -------------
Comprehensive earnings $ 65.2 $ 109.2 $ 7.7
============= ============= =============
------------- ------------- -------------
Balance, end of year $ (29.7) $ (26.7) $ (31.7)
============= ============= =============
The accompanying notes are an integral part of the consolidated financial statements.
Notes to Consolidated Financial Statements
Ball Corporation and Subsidiaries
1. Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of Ball Corporation and its controlled affiliates (collectively, Ball,
the company, we or our). Investments in 20 percent through 50 percent-owned affiliates are accounted for by the equity method where
Ball does not control, but exercises significant influence over, operating and financial affairs. Otherwise, investments are included
at cost. Differences between the carrying amounts of equity investments and the company's interest in underlying net assets are
amortized over periods benefited. Significant intercompany transactions are eliminated. The results of subsidiaries and equity
affiliates in Asia and South America are reflected in the consolidated financial statements on a one-month lag.
Reclassifications
Certain prior year amounts have been reclassified in order to conform with the current year presentation.
Use of Estimates
Generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingencies and reported amounts of revenues and expenses. Actual results could differ from
these estimates.
Foreign Currency Translation
Assets and liabilities of foreign operations, where the local currency is the functional currency, are translated using period-end
exchange rates, and revenues and expenses are translated using average exchange rates during each period. Translation gains and
losses are reported in accumulated other comprehensive loss as a component of common shareholders' equity.
Revenue Recognition
Sales of products in the packaging segment are recognized upon the shipment of products. In the case of long-term contracts within
the aerospace and technologies segment, sales are recognized under the cost-to-cost, percentage-of-completion method. Certain U.S.
government contracts contain profit incentives based upon technical and cost performance relative to predetermined targets. Profit
incentives are recorded when there is sufficient information to assess anticipated contract performance. Provision for estimated
contract losses, if any, is made in the period that such losses are determined.
Temporary Investments
Temporary investments are considered cash equivalents if original maturities are three months or less.
Derivative Financial Instruments
The company uses derivative financial instruments for the purpose of hedging exposures to fluctuations in interest rates, foreign
currency exchange rates, raw materials purchasing and the common share repurchase program. Accrual accounting is applied for
financial instruments classified as hedges. Costs of hedging instruments are deferred as a cost adjustment, or deferred and amortized
as a yield adjustment, over the term of the hedging agreement. Gains and losses on early terminations of derivative financial
instruments related to debt are deferred and amortized as yield adjustments. Deferred gains and losses related to exchange rate
forwards are recognized as cost adjustments of the related purchase or sale transaction. If a financial instrument no longer
qualifies as an effective hedge, the instrument is recorded at fair market value.
Inventories
Inventories are stated at the lower of cost or market. The cost for certain U.S. metal beverage container inventories and
substantially all inventories within the U.S. metal food container business is determined using the last-in, first-out (LIFO) method
of accounting. The cost for remaining inventories is determined using the first-in, first-out (FIFO) method.
Depreciation and Amortization
Depreciation is provided using the straight-line method in amounts sufficient to amortize the cost of the properties over their
estimated useful lives (buildings and improvements - 15 to 40 years; machinery and equipment - 5 to 15 years). Goodwill is amortized
using the straight-line method over 40 years. The company evaluates long-lived assets, including goodwill and other intangibles, when
significant economic events suggest that they may be impaired or may not be fully recoverable or the depreciation or amortization
period should be reconsidered. In estimating the useful lives, consideration is given to the factors in Accounting Principles Board
(APB) Opinion No. 17. As part of the valuation process, the company considers the fair value and cash flow measurement techniques
described in Statement of Financial Accounting Standards (SFAS) No. 121. Undiscounted cash flows serve as a basis for determination
of realizability or impairment.
Taxes on Income
Deferred income taxes reflect the future tax consequences of differences between the tax bases of assets and liabilities and their
financial reporting amounts at each balance sheet date, based upon enacted income tax laws and tax rates. Income tax expense or
benefit is provided based on earnings reported in the financial statements. The provision for income tax expense or benefit differs
from the amounts of income taxes currently payable because certain items of income and expense included in the consolidated financial
statements are recognized in different time periods by taxing authorities. Deferred tax assets and operating loss and tax credit
carryforwards are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that any portion of
these tax attributes will not be realized.
Employee Stock Ownership Plan
Ball records the cost of its Employee Stock Ownership Plan (ESOP) using the shares allocated transitional method under which the
annual pretax cost of the ESOP, including preferred dividends, approximates program funding. Compensation and interest components of
ESOP cost are included in net earnings. Preferred dividends, net of related tax benefits, are shown as a reduction from net
earnings. Unearned compensation recorded within the accompanying balance sheet and related to the ESOP is reduced as the principal of
the guaranteed ESOP notes is amortized.
Earnings Per Share
Basic earnings per share are computed by dividing the net earnings attributable to common shareholders by the weighted average number
of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if the
Series B ESOP Convertible Preferred Stock (ESOP Preferred) was converted into additional outstanding common shares and outstanding
dilutive stock options were exercised. In the diluted computation, net earnings attributable to common shareholders are adjusted for
additional ESOP contributions which would be required if the ESOP Preferred was converted to common shares. This computation
excludes the tax benefit of deductible common dividends upon the assumed conversion of the ESOP Preferred.
New Accounting Pronouncements
During the fourth quarter of 1998, Ball adopted Statement of Position (SOP) No. 98-5, "Reporting on the Costs of Start-Up
Activities," in advance of its required 1999 implementation date. SOP No. 98-5 requires that costs of start-up activities and
organizational costs, as defined, be expensed as incurred. In accordance with this statement, we recorded an after-tax charge to
earnings of approximately $3.3 million (11 cents per share), retroactive to January 1, 1998, representing the cumulative effect of
this change in accounting on prior years.
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and SFAS No. 138, an amendment of SFAS 133, essentially
require all derivatives to be recorded on the balance sheet at fair value and establish new accounting practices for hedge
instruments. In connection with the adoption of these statements, which became effective for Ball on January 1, 2001, we expect the
cumulative earnings effect of this change in accounting to be insignificant.
Financial Accounting Standards Board Interpretation No. 44, "Accounting for Certain Transactions Involving Stock Compensation - an
Interpretation of Accounting Principles Board Opinion No. 25," clarifies certain issues related to the accounting for stock
compensation and was effective for Ball as of the beginning of the third quarter of 2000. This interpretation did not have an effect
on our reported results in 2000.
Staff Accounting Bulletin (SAB) No. 101, which was issued by the U.S. Securities and Exchange Commission, provides guidance on the
recognition, presentation and disclosure of revenue in the financial statements and became effective for Ball in the fourth quarter
of 2000. The adoption of this guidance had no effect on our results in 2000.
The Emerging Issues Task Force (EITF) reached a consensus in September on a portion of Issue No. 00-10, "Accounting for Shipping and
Handling Fees and Costs," which requires companies to report shipping and handling fees and costs as a component of cost of sales.
The effect of this guidance resulted only in offsetting increases in net sales and cost of sales in the consolidated statement of
earnings and accompanying notes. The reclassifications of $126.9 million, $123 million and $99.3 million for 2000, 1999 and 1998,
respectively, were reflected in all periods shown for comparative purposes.
2. Business Segment Information
Ball's operations are organized along its product lines and include two segments - the packaging segment and the aerospace and
technologies segment. The accounting policies of the segments are the same as those described in the summary of significant
accounting policies. See Notes 3 and 4 for information regarding transactions affecting segment results.
Packaging
The packaging segment includes the manufacture and sale of metal and PET (polyethylene terephthalate) plastic containers, primarily
for use in beverage and food packaging. Our consolidated packaging operations are located in and serve North America (the U.S. and
Canada) and Asia, primarily the People's Republic of China (PRC). We also have investments in packaging companies in the PRC, Brazil
and Thailand, which are accounted for under the equity method, and, accordingly, those results are not included in segment earnings
or assets.
Aerospace and Technologies
The aerospace and technologies segment includes civil space systems, defense systems, commercial space operations, commercial
products and technologies, systems engineering services and advanced antenna and video systems.
Major Customers
Packaging segment sales to Miller Brewing Company, a customer since an August 1998 acquisition, represented approximately 15 percent
of net sales in both 2000 and 1999 and less than 10 percent in 1998. Sales to PepsiCo, Inc., and affiliates represented approximately
14 percent of consolidated net sales in 2000, 13 percent of consolidated net sales in 1999 and 15 percent of consolidated net sales
in 1998. Sales to the Coca-Cola Company and affiliates represented 11 percent of consolidated net sales in 2000 and 1999 and
10 percent of consolidated net sales in 1998. Sales to all bottlers of Pepsi-Cola and Coca-Cola branded beverages comprised
approximately 35 percent of consolidated net sales in 2000 and 1999 and 40 percent of consolidated net sales in 1998. Sales to
various U.S. government agencies by the aerospace and technologies segment, either as a prime contractor or as a subcontractor,
represented approximately 9 percent of consolidated net sales in 2000 and 1999 and 11 percent of consolidated net sales in 1998.
Financial data segmented by geographic area is provided below.
Summary of Net Sales by Geographic Area
($ in millions) U.S. Other(1) Consolidated
--------------- --------------- ---------------
2000 $ 3,195.9 $ 468.8 $ 3,664.7
1999 3,237.1 470.1 3,707.2
1998 2,537.5 458.2 2,995.7
(1) Includes the company's net sales in the PRC and Canada, neither of which are significant, intercompany eliminations and other.
Summary of Long-Lived Assets(1) by Geographic Area
($ in millions) U.S. PRC Other(2) Consolidated
--------------- --------------- --------------- ---------------
2000 $ 1,565.5 $ 301.8 $ (186.8) $ 1,680.5
1999 1,701.6 352.0 (217.3) 1,836.3
1998 1,763.2 369.3 (163.3) 1,969.2
(1) Long-lived assets primarily consist of property, plant and equipment, goodwill and other intangible assets.
(2) Includes the company's long-lived assets in Canada, which are not significant, intercompany eliminations and other.
Summary of Business by Segment
($ in millions) 2000 1999 1998
------------- ------------- -------------
Net Sales
North American metal beverage $ 2,245.5 $ 2,326.4 $ 1,660.9
North American metal food 576.4 524.1 505.2
North American plastic containers 265.7 255.4 235.2
International 214.1 218.3 231.8
------------- ------------- -------------
Total packaging 3,301.7 3,324.2 2,633.1
Aerospace and technologies 363.0 383.0 362.6
------------- ------------- -------------
Consolidated net sales $ 3,664.7 $ 3,707.2 $ 2,995.7
============= ============= =============
Consolidated Earnings
Packaging $ 278.4 $ 276.7 $ 164.7
Business consolidation costs and other (Note 3) (83.4) - (56.2)
------------- ------------- -------------
Total packaging 195.0 276.7 108.5
------------- ------------- -------------
Aerospace and technologies 29.0 24.9 30.4
ESOP settlement (Note 3) 7.0 - -
------------- ------------- -------------
Total aerospace and technologies 36.0 24.9 30.4
------------- ------------- -------------
Segment earnings before interest and taxes 231.0 301.6 138.9
Headquarters relocation costs (Note 3) - - (17.7)
Corporate undistributed expenses (21.9) (22.8) (15.3)
------------- ------------- -------------
Earnings before interest and taxes 209.1 278.8 105.9
Interest expense (95.2) (107.6) (78.6)
Provision for taxes (42.8) (64.9) (8.8)
Minority interests 1.0 (1.9) 7.9
Equity in net results of affiliates (3.9) (0.2) 5.6
------------- ------------- -------------
Consolidated earnings before extraordinary item and
accounting change $ 68.2 $ 104.2 $ 32.0
============= ============= =============
Depreciation and Amortization
Packaging $ 143.9 $ 146.4 $ 125.8
Aerospace and technologies 13.0 13.5 15.0
------------- ------------- -------------
Segment depreciation and amortization 156.9 159.9 140.8
Corporate 2.2 3.0 4.2
------------- ------------- -------------
Consolidated depreciation and amortization $ 159.1 $ 162.9 $ 145.0
============= ============= =============
Net Investment
Packaging $ 1,410.9 $ 1,319.7 $ 1,164.3
Aerospace and technologies 181.8 161.6 143.5
------------- ------------- -------------
Segment net investment 1,592.7 1,481.3 1,307.8
Corporate net investment and eliminations (910.3) (790.4) (685.5)
------------- ------------- -------------
Consolidated net investment $ 682.4 $ 690.9 $ 622.3
============= ============= =============
Investments in Equity Affiliates
Packaging $ 65.6 $ 79.0 $ 80.9
Aerospace and technologies 15.6 2.3 -
------------- ------------- -------------
Consolidated investments in equity affiliates $ 81.2 $ 81.3 $ 80.9
============= ============= =============
Property, Plant and Equipment Additions
Packaging $ 85.9 $ 95.8 $ 63.7
Aerospace and technologies 12.0 10.1 17.2
------------- ------------- -------------
Segment property, plant and equipment additions 97.9 105.9 80.9
Corporate 0.8 1.1 3.3
------------- ------------- -------------
Consolidated property, plant and equipment additions $ 98.7 $ 107.0 $ 84.2
============= ============= =============
3. Business Consolidation Costs and Other
2000
The company recorded an $83.4 million pretax charge ($55 million after tax, minority interests and equity earnings impacts, or $1.77
per diluted share) in the second quarter for packaging business consolidation and investment exit activities expected to be completed
during 2001. The charge includes costs associated with the permanent closure of a beverage can manufacturing facility in the U.S.,
the elimination of food and beverage can manufacturing capacity at two locations in Canada, the consolidation of production capacity
in the PRC and the write-down to net realizable value of certain equity investments, primarily related to a beverage can
manufacturing joint venture in Russia.
The $83.4 million charge included (1) $43.9 million for the write-down of fixed assets held for sale and related machinery spare
parts inventory to estimated net realizable value, including estimated costs to sell; (2) $9 million for severance, supplemental
unemployment and other related benefits, substantially all of which are related to the termination of 321 manufacturing and
administrative employees in the U.S. and Canada; (3) $14.3 million for contractual pension and retirement obligations which have been
included in the appropriate liability accounts; (4) $5.4 million for the write-down of goodwill associated with the closed PRC plant;
(5) $8.2 million for the write-down of equity investments; and (6) $2.6 million for other assets and consolidation costs.
Approximately $21 million of the charge will require cash payments, offset by $26 million of tax benefits. Of the $43.9 million fixed
asset write-down, $34.3 million relates to Canada and the PRC. The carrying value of the remaining fixed assets held for sale at
December 31, 2000, was $2.1 million. Subsequent changes to the estimated costs of business consolidations, if any, will be included
in current-period earnings.
The following table summarizes the activity related to the plant closing costs recorded during 2000:
Pension and
($ in millions) Fixed Other Other
Assets/ Employee Post-retirement Equity Assets/
Spare Parts Costs Obligations Investments Costs Total
------------- ------------ --------------- ------------ ------------ ------------
Charge to earnings in second
quarter 2000 $ 43.9 $ 9.0 $ 14.3 $ 8.2 $ 8.0 $ 83.4
Payments - (4.1) - - (0.9) (5.0)
Transfers and adjustments to
liabilities - - (14.3) - - (14.3)
Transfers and adjustments to
assets to reflect
estimated realizable values (43.9) - - (8.2) (6.8) (58.9)
------------- ------------ --------------- ------------ ------------ ------------
Balance at December 31, 2000 $ - $ 4.9 $ - $ - $ 0.3 $ 5.2
============= ============ =============== ============ ============ ============
On April 3, 2000, the Armed Services Board of Contract Appeals sustained the company's claim to recoverability of costs associated
with Ball's ESOP for fiscal years beginning in 1989, and the time frame for the U.S. government to file an appeal expired in August
2000. As a result, in the third quarter we recognized earnings of approximately $7 million ($4.3 million after tax or 14 cents per
diluted share) related to this matter.
Also during the second quarter, the company resolved favorably state and federal tax matters related to prior years that reduced the
overall tax provision by $2.3 million (7 cents per diluted share).
1998
In 1998 we relocated our corporate headquarters to an existing company-owned building in Broomfield, Colorado. In connection with the
relocation, which has been completed, the company recorded a pretax charge of $17.7 million, primarily for employee-related costs.
During the last quarter of 1998, we announced the closure of two of our plants located in the PRC and removed from service
manufacturing equipment at a third plant. The actions resulted in a $56.2 million, largely noncash, charge in 1998, primarily for
the write down to net realizable value of fixed assets, goodwill and other assets. The carrying value of the remaining fixed assets
held for sale at December 31, 2000, was $3.5 million.
4. Acquisition
Metal Beverage
On August 10, 1998, Ball acquired substantially all the assets and assumed certain liabilities of the North American beverage can
manufacturing business of Reynolds Metals Company for approximately $745.4 million, before a refundable incentive loan of
$39 million, a working capital adjustment of an additional $40.1 million and transaction costs. The assets acquired consisted largely
of 16 plants in 12 states and Puerto Rico. The acquisition has been accounted for as a purchase, with its results included in our
consolidated financial statements effective with the acquisition.
In connection with the acquisition, the company provided $51.3 million in the opening balance sheet for the costs of integrating the
acquired business, which included the closure of a headquarters facility and three plants. Included within the $51.3 million was
$22.8 million in pension and other postretirement benefits liabilities, $23.3 million for severance, supplemental unemployment,
medical, relocation and other related termination benefits and $5.2 million for other plant closure costs. The former headquarters
facility and two of the three plants have been sold. The third plant and certain equipment remain for sale. Employees of the closed
facilities, primarily comprised of manufacturing and support personnel, have been terminated with certain benefits continuing in
accordance with contractual provisions. The carrying value of the fixed assets remaining for sale at December 31, 2000, was
approximately $10.4 million. Subsequent increases in actual costs, if any, will be included in current period earnings, and
decreases, if any, will result in a reduction of goodwill.
The following table summarizes the year-to-date activity related to the remaining integration costs associated with the acquisition:
($ in millions) Employee Other Exit
Severance Costs Total
------------ ------------ ------------
Balance at December 31, 1999 $ 12.8 $ 2.2 $ 15.0
Reclassification of prior-period payments - 1.6 1.6
Payments made (4.7) (2.9) (7.6)
------------ ------------ ------------
Balance at December 31, 2000 $ 8.1 $ 0.9 $ 9.0
============ ============ ============
5. Accounts Receivable
Accounts receivable are net of an allowance for doubtful accounts of $15.1 million and $8.8 million at December 31, 2000 and 1999,
respectively.
Trade Accounts Receivable Securitization Agreement
A securitization agreement provides for the ongoing, revolving sale of a designated pool of U.S. packaging trade accounts receivable,
up to $125 million. Net funds received from the sale of the accounts receivable totaled $122.5 million at both December 31, 2000 and
1999. Fees incurred in connection with the sale of accounts receivable totaled $8.4 million in 2000, $7 million in 1999 and
$4 million in 1998.
Accounts Receivable in Connection with Long-Term Contracts
Net accounts receivable under long-term contracts, due primarily from agencies of the U.S. government, were $100.1 million and
$83.8 million at December 31, 2000 and 1999, respectively, and include unbilled amounts representing revenue earned but contractually
not yet billable of $47.2 million and $40.5 million, respectively. The average length of the long-term contracts is approximately
three years and the average length remaining on those contracts at December 31, 2000, was approximately 13 months. Approximately
$7.4 million of unbilled receivables at December 31, 2000, is expected to be collected after one year and is related to fees and cost
withholds that will be paid largely upon completion of milestones or other contract terms, as well as final overhead rate
settlements.
6. Inventories
December 31,
-------------------------------
($ in millions) 2000 1999
------------- -------------
Raw materials and supplies $ 214.9 $ 238.0
Work in process and finished goods 412.6 327.9
------------- -------------
$ 627.5 $ 565.9
============= =============
Approximately 41 percent and 42 percent of total inventories at December 31, 2000 and 1999, respectively, were valued using the LIFO
method of accounting. Inventories at December 31, 2000 and 1999 would have been $5.7 million higher and $4.1 million lower,
respectively, than the reported amounts if the FIFO method of accounting, which approximates replacement cost, had been used for
those inventories.
7. Property, Plant and Equipment
December 31,
-------------------------------------
($ in millions) 2000 1999
---------------- ----------------
Land $ 52.1 $ 61.6
Buildings 438.9 433.6
Machinery and equipment 1,410.2 1,439.4
---------------- ----------------
1,901.2 1,934.6
Accumulated depreciation (897.5) (813.4)
---------------- ----------------
$ 1,003.7 $ 1,121.2
================ ================
Depreciation expense amounted to $142.2 million, $143.8 million and $130.8 million for the years ended December 31, 2000, 1999 and
1998, respectively.
8. Goodwill and Other Assets
December 31,
-------------------------------------
($ in millions) 2000 1999
---------------- ----------------
Goodwill (net of accumulated amortization of $54.5 and $41.9 at $ 436.8 $ 482.9
December 31, 2000 and 1999, respectively)
Investments in affiliates 81.2 81.3
Prepaid pension 67.1 60.5
Other 91.7 90.4
---------------- ----------------
$ 676.8 $ 715.1
================ ================
Total amortization expense, including goodwill amortization, amounted to $16.9 million, $19.1 million and $14.2 million for the years
ended December 31, 2000, 1999 and 1998, respectively, of which $12.6 million, $13.4 million and $7.4 million related to the
amortization of goodwill.
9. Debt and Interest Costs
Short-term debt consisted of non-recourse Asian bank facilities of which $58.5 million and $57.2 million were outstanding under these
facilities at December 31, 2000 and 1999, respectively. The weighted average rate of the outstanding facilities was 6.5 percent at
December 31, 2000, and 6.8 percent at December 31, 1999.
Long-term debt at December 31 consisted of the following:
($ in millions) 2000 1999
------------ ------------
Notes Payable
7.75% Senior Notes due August 2006 $ 300.0 $ 300.0
8.25% Senior Subordinated Notes due August 2008 250.0 250.0
Senior Credit Facility:
Term Loan A due August 2004 (2000 - 7.5%; 1999 - 7%) 295.0 330.0
Term Loan B due March 2006 (2000 - 8.5%; 1999 - 8%) 196.0 198.0
Industrial Development Revenue Bonds
Floating rates due through 2011 (2000 - 5%; 1999 - 5.35%) 27.1 27.1
ESOP Debt Guarantee
9.60% installment note due through December 2001 10.7 20.5
Other - 13.9
------------ ------------
1,078.8 1,139.5
Less: Current portion of long-term debt 67.2 46.8
------------ ------------
$ 1,011.6 $ 1,092.7
============ ============
In connection with an acquisition in 1998, the company refinanced $521.9 million of its existing debt and, as a result, recorded an
after-tax extraordinary charge for the early extinguishment of debt of $12.1 million (37 cents per diluted share).
The acquisition and related costs were financed with a placement of $300 million in 7.75% Senior Notes due in 2006, $250 million in
8.25% Senior Subordinated Notes due in 2008 and $808.2 million from a Senior Credit Facility. The Senior Credit Facility bears
interest at variable rates and is comprised of the following: (1) Term Loan A due in installments through August 2004, (2) Term
Loan B due in installments through March 2006; (3) a revolving credit facility which provides us with up to $585 million, comprised
of a $135 million, 364-day annually renewable facility and a $450 million long-term committed facility expiring in August 2004; and
(4) a $50 million long-term committed Canadian facility expiring in November 2002. At December 31, 2000, $559 million was available
under the revolving credit facilities.
The Senior Notes, Senior Subordinated Notes and Senior Credit Facility agreements are guaranteed on a full, unconditional and joint
and several basis by certain of the company's domestic wholly owned subsidiaries. All amounts outstanding under the Senior Credit
Facility are secured by (1) a pledge of 100 percent of the stock owned by the company in its direct and indirect majority-owned
domestic subsidiaries and (2) a pledge of the company's stock, owned directly or indirectly, of certain foreign subsidiaries, which
equals 65 percent of the stock of each such foreign subsidiary. Separate financial statements for the guarantor subsidiaries and the
non-guarantor subsidiaries are not presented because management has determined that such financial statements would not be material
to investors. Condensed, consolidating financial information for the company, segregating the guarantor subsidiaries and
non-guarantor subsidiaries, will be provided in an exhibit to our Form 10-K for the year ended December 31, 2000.
Ball's Asian subsidiary and its consolidated affiliates had short-term uncommitted credit facilities of approximately $110 million,
of which $58.5 million was outstanding at December 31, 2000.
Maturities of all fixed long-term debt obligations outstanding at December 31, 2000, are $67.2 million, $67 million, $87 million,
$100.1 million and $10 million for the years ending December 31, 2001 through 2005, respectively, and $747.5 million thereafter.
Ball issues letters of credit in the ordinary course of business to secure liabilities recorded in connection with the company's
deferred compensation program, industrial development revenue bonds and insurance arrangements, of which $75.8 million were
outstanding at December 31, 2000. Ball also has provided a completion guarantee representing 50 percent of the $37.3 million of debt
issued by our Brazilian joint venture to fund the construction of facilities. ESOP debt represents borrowings by the trust for the
Ball-sponsored ESOP which have been irrevocably guaranteed by the company.
The company was not in default of any loan agreement at December 31, 2000, and has met all payment obligations. The U.S. note
agreements, bank credit agreement, ESOP debt guarantee and industrial development revenue bond agreements contain certain
restrictions relating to dividends, share repurchases, investments, guarantees and the incurrence of additional indebtedness.
A summary of total interest cost paid and accrued follows:
($ in millions) 2000 1999 1998
------------ ------------- ------------
Interest costs $ 98.5 $ 109.6 $ 80.9
Amounts capitalized (3.3) (2.0) (2.3)
------------ ------------- ------------
Interest expense $ 95.2 $ 107.6 $ 78.6
============ ============= ============
Interest paid during the year $ 96.8 $ 111.2 $ 63.3
============ ============= ============
Subsidiary Guarantees of Debt
The Company's Senior Notes, Senior Subordinated Notes and Senior Credit Facility agreements are guaranteed on a full, unconditional,
and joint and several basis by certain of the Company's wholly owned domestic subsidiaries. The following is condensed, consolidating
financial information for the Company, segregating the guarantor subsidiaries and non-guarantor subsidiaries, as of December 31, 2000
and 1999, and for the years ended December 31, 2000, 1999 and 1998 (in millions of dollars). Certain prior-year amounts have been
reclassified in order to conform with the current year presentation. Separate financial statements for the guarantor subsidiaries and
the non-guarantor subsidiaries are not presented because management has determined that such financial statements would not be
material to investors.
CONSOLIDATED BALANCE SHEET
------------------------------------------------------------------------------
December 31, 2000
------------------------------------------------------------------------------
Ball Guarantor Non-Guarantor Eliminating Consolidated
Corporation Subsidiaries Subsidiaries Adjustments Total
-------------- -------------- -------------- -------------- --------------
ASSETS
Current assets
Cash and temporary investments $ 12.3 $ 0.2 $ 13.1 $ - $ 25.6
Accounts receivable, net 3.0 171.4 55.8 - 230.2
Inventories, net - 498.8 128.7 - 627.5
Deferred income tax benefits and
prepaid expenses 197.5 114.7 6.2 (232.4) 86.0
-------------- -------------- -------------- -------------- --------------
Total current assets 212.8 785.1 203.8 (232.4) 969.3
-------------- -------------- -------------- -------------- --------------
Property, plant and equipment, at cost 25.8 1,534.8 340.6 - 1,901.2
Accumulated depreciation (15.2) (768.2) (114.1) - (897.5)
-------------- -------------- -------------- -------------- --------------
10.6 766.6 226.5 - 1,003.7
-------------- -------------- -------------- -------------- --------------
Investment in subsidiaries 1,476.5 340.0 9.8 (1,826.3) -
Investment in affiliates 7.8 15.7 57.7 - 81.2
Goodwill, net - 338.8 98.0 - 436.8
Other assets 81.0 43.9 33.9 - 158.8
-------------- -------------- -------------- -------------- --------------
$ 1,788.7 $ 2,290.1 $ 629.7 $ (2,058.7) $ 2,649.8
============== ============== ============== ============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term debt and current portion
of long-term debt $ 67.2 $ - $ 58.5 $ - $ 125.7
Accounts payable 7.4 262.8 61.9 - 332.1
Salaries and wages 10.6 100.6 7.4 - 118.6
Other current liabilities 34.9 248.9 31.3 (232.4) 82.7
-------------- -------------- -------------- -------------- --------------
Total current liabilities 120.1 612.3 159.1 (232.4) 659.1
Long-term debt 1,001.5 10.1 - - 1,011.6
Intercompany borrowings (142.1) 59.8 82.3 - -
Employee benefit obligations, deferred
income taxes and other 126.8 98.5 56.5 - 281.8
-------------- -------------- -------------- -------------- --------------
Total liabilities 1,106.3 780.7 297.9 (232.4) 1,952.5
-------------- -------------- -------------- -------------- --------------
Contingencies
Minority interests - - 14.9 - 14.9
-------------- -------------- -------------- -------------- --------------
Shareholders' equity
Series B ESOP Convertible Preferred
Stock 53.4 - - - 53.4
Convertible preferred stock - - 179.6 (179.6) -
Unearned compensation - ESOP (10.6) - - - (10.6)
-------------- -------------- -------------- -------------- --------------
Preferred shareholders' equity 42.8 - 179.6 (179.6) 42.8
-------------- -------------- -------------- -------------- --------------
Common stock 443.9 1,155.7 239.7 (1,395.4) 443.9
Retained earnings 529.3 355.7 (78.6) (277.1) 529.3
Accumulated other comprehensive loss (29.7) (2.0) (23.8) 25.8 (29.7)
Treasury stock, at cost (303.9) - - - (303.9)
-------------- -------------- -------------- -------------- --------------
Common shareholders' equity 639.6 1,509.4 137.3 (1,646.7) 639.6
-------------- -------------- -------------- -------------- --------------
Total shareholders' equity 682.4 1,509.4 316.9 (1,826.3) 682.4
-------------- -------------- -------------- -------------- --------------
$ 1,788.7 $ 2,290.1 $ 629.7 $ (2,058.7) $ 2,649.8
============== ============== ============== ============== ==============
CONSOLIDATED BALANCE SHEET
------------------------------------------------------------------------------
December 31, 1999
------------------------------------------------------------------------------
Ball Guarantor Non-Guarantor Eliminating Consolidated
Corporation Subsidiaries Subsidiaries Adjustments Total
-------------- -------------- -------------- -------------- --------------
ASSETS
Current assets
Cash and temporary investments $ 13.6 $ 0.2 $ 22.0 $ - $ 35.8
Accounts receivable, net 4.1 151.7 64.4 - 220.2
Inventories, net - 452.1 113.8 - 565.9
Deferred income tax benefits and
prepaid expenses 129.2 94.8 13.0 (163.1) 73.9
-------------- -------------- -------------- -------------- --------------
Total current assets 146.9 698.8 213.2 (163.1) 895.8
-------------- -------------- -------------- -------------- --------------
Property, plant and equipment, at cost 25.4 1,525.5 383.7 - 1,934.6
Accumulated depreciation (13.5) (697.5) (102.4) - (813.4)
-------------- -------------- -------------- -------------- --------------
11.9 828.0 281.3 - 1,121.2
-------------- -------------- -------------- -------------- --------------
Investment in subsidiaries 1,412.4 337.7 10.3 (1,760.4) -
Investment in affiliates 9.0 2.3 70.0 - 81.3
Goodwill, net - 365.2 117.7 - 482.9
Other assets 88.9 37.5 24.5 - 150.9
-------------- -------------- -------------- -------------- --------------
$ 1,669.1 $ 2,269.5 $ 717.0 $ (1,923.5) $ 2,732.1
============== ============== ============== ============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term debt and current portion
of long-term debt $ 46.8 $ - $ 57.2 $ - $ 104.0
Accounts payable 4.5 285.3 55.7 - 345.5
Salaries and wages 7.3 99.1 8.3 - 114.7
Other current liabilities 35.0 193.3 40.7 (163.1) 105.9
-------------- -------------- -------------- -------------- --------------
Total current liabilities 93.6 577.7 161.9 (163.1) 670.1
Long-term debt 1,068.7 24.0 - - 1,092.7
Intercompany borrowings (302.6) 199.1 103.5 - -
Employee benefit obligations, deferred
income taxes and other 118.5 83.1 57.1 - 258.7
-------------- -------------- -------------- -------------- --------------
Total liabilities 978.2 883.9 322.5 (163.1) 2,021.5
-------------- -------------- -------------- -------------- --------------
Contingencies
Minority interests - - 19.7 - 19.7
-------------- -------------- -------------- -------------- --------------
Shareholders' equity
Series B ESOP Convertible Preferred
Stock 56.2 - - - 56.2
Convertible preferred stock - - 179.6 (179.6) -
Unearned compensation - ESOP (20.5) - - - (20.5)
-------------- -------------- -------------- -------------- --------------
Preferred shareholders' equity 35.7 - 179.6 (179.6) 35.7
-------------- -------------- -------------- -------------- --------------
Common stock 413.0 1,155.7 240.9 (1,396.6) 413.0
Retained earnings 481.2 231.2 (23.7) (207.5) 481.2
Accumulated other comprehensive loss (26.7) (1.3) (22.0) 23.3 (26.7)
Treasury stock, at cost (212.3) - - - (212.3)
-------------- -------------- -------------- -------------- --------------
Common shareholders' equity 655.2 1,385.6 195.2 (1,580.8) 655.2
-------------- -------------- -------------- -------------- --------------
Total shareholders' equity 690.9 1,385.6 374.8 (1,760.4) 690.9
-------------- -------------- -------------- -------------- --------------
$ 1,669.1 $ 2,269.5 $ 717.0 $ (1,923.5) $ 2,732.1
============== ============== ============== ============== ==============
CONSOLIDATED STATEMENT OF EARNINGS
------------------------------------------------------------------------------
For the Year Ended December 31, 2000
------------------------------------------------------------------------------
Ball Guarantor Non-Guarantor Eliminating Consolidated
Corporation Subsidiaries Subsidiaries Adjustments Total
-------------- -------------- -------------- -------------- --------------
Net sales $ - $ 3,460.4 $ 454.2 $ (249.9) $ 3,664.7
Costs and expenses
Cost of sales (excluding depreciation
and amortization) - 2,933.5 380.5 (249.9) 3,064.1
Depreciation and amortization 2.2 128.1 28.8 - 159.1
Business consolidation costs and other 2.3 15.1 59.0 - 76.4
Selling and administrative 30.4 100.9 10.6 - 141.9
Receivable securitization fees and
product development - 13.9 0.2 - 14.1
Interest expense 82.1 7.8 5.3 - 95.2
Equity in earnings of subsidiaries (90.8) - - 90.8 -
Corporate allocations (60.2) 60.2 - - -
-------------- -------------- -------------- -------------- --------------
(34.0) 3,259.5 484.4 (159.1) 3,550.8
-------------- -------------- -------------- -------------- --------------
Earnings (loss) before taxes 34.0 200.9 (30.2) (90.8) 113.9
Provision for taxes 34.5 (75.1) (2.2) - (42.8)
Minority interests - - 1.0 - 1.0
Equity in earnings (losses) of
affiliates (0.3) (1.3) (2.3) - (3.9)
-------------- -------------- -------------- -------------- --------------
Net earnings (loss) 68.2 124.5 (33.7) (90.8) 68.2
Preferred dividends, net of tax (2.6) - - - (2.6)
-------------- -------------- -------------- -------------- --------------
Earnings (loss) attributable to common
shareholders $ 65.6 $ 124.5 $ (33.7) $ (90.8) $ 65.6
============== ============== ============== ============== ==============
CONSOLIDATED STATEMENT OF EARNINGS
------------------------------------------------------------------------------
For the Year Ended December 31, 1999
------------------------------------------------------------------------------
Ball Guarantor Non-Guarantor Eliminating Consolidated
Corporation Subsidiaries Subsidiaries Adjustments Total
-------------- -------------- -------------- -------------- --------------
Net sales $ - $ 3,498.6 $ 456.9 $ (248.3) $ 3,707.2
Costs and expenses
Cost of sales (excluding depreciation
and amortization) - 2,980.6 378.7 (248.3) 3,111.0
Depreciation and amortization 3.0 130.1 29.8 - 162.9
Selling and administrative 15.3 97.5 28.1 - 140.9
Receivable securitization fees and
product development - 13.5 0.1 - 13.6
Interest expense 60.8 37.3 9.5 - 107.6
Equity in earnings of subsidiaries (119.4) - - 119.4 -
Corporate allocations (49.7) 49.7 - - -
-------------- -------------- -------------- -------------- --------------
(90.0) 3,308.7 446.2 (128.9) 3,536.0
-------------- -------------- -------------- -------------- --------------
Earnings (loss) before taxes 90.0 189.9 10.7 (119.4) 171.2
Provision for taxes 13.9 (72.7) (6.1) - (64.9)
Minority interests - - (1.9) - (1.9)
Equity in earnings (losses) of
affiliates 0.3 (0.2) (0.3) - (0.2)
-------------- -------------- -------------- -------------- --------------
Net earnings (loss) 104.2 117.0 2.4 (119.4) 104.2
Preferred dividends, net of tax (2.7) - - - (2.7)
-------------- -------------- -------------- -------------- --------------
Earnings (loss) attributable to common
shareholders $ 101.5 $ 117.0 $ 2.4 $ (119.4) $ 101.5
============== ============== ============== ============== ==============
CONSOLIDATED STATEMENT OF EARNINGS
------------------------------------------------------------------------------
For the Year Ended December 31, 1998
------------------------------------------------------------------------------
Ball Guarantor Non-Guarantor Eliminating Consolidated
Corporation Subsidiaries Subsidiaries Adjustments Total
-------------- -------------- -------------- -------------- --------------
Net sales $ - $ 2,780.5 $ 455.5 $ (240.3) $ 2,995.7
Costs and expenses
Cost of sales (excluding depreciation
and amortization) - 2,395.2 382.8 (240.3) 2,537.7
Depreciation and amortization 4.2 108.6 32.2 - 145.0
Selling and administrative 14.3 75.9 29.2 - 119.4
Receivable securitization fees and
product development - 13.7 0.1 - 13.8
Headquarters relocation, plant
closures, dispositions and other
costs 17.7 - 56.2 - 73.9
Interest expense 52.7 8.3 17.6 - 78.6
Equity in earnings of subsidiaries (15.1) - - 15.1 -
Corporate allocations (45.3) 45.3 - - -
-------------- -------------- -------------- -------------- --------------
28.5 2,647.0 518.1 (225.2) 2,968.4
-------------- -------------- -------------- -------------- --------------
Earnings (loss) before taxes (28.5) 133.5 (62.6) (15.1) 27.3
Provision for taxes 47.0 (47.9) (7.9) - (8.8)
Minority interests - - 7.9 - 7.9
Equity in (losses) earnings of
affiliates (0.7) - 6.3 - 5.6
-------------- -------------- -------------- -------------- --------------
Earnings (loss) before extraordinary
item and accounting change 17.8 85.6 (56.3) (15.1) 32.0
Extraordinary loss from early debt
extinguishment, net of tax (1.2) (10.9) - - (12.1)
Cumulative effect of accounting change,
net of tax - (1.8) (1.5) - (3.3)
-------------- -------------- -------------- -------------- --------------
Net earnings (loss) 16.6 72.9 (57.8) (15.1) 16.6
Preferred dividends, net of tax (2.8) - - - (2.8)
-------------- -------------- -------------- -------------- --------------
Earnings (loss) attributable to common
shareholders $ 13.8 $ 72.9 $ (57.8) $ (15.1) $ 13.8
============== ============== ============== ============== ==============
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------------------------------------------------
For the Year Ended December 31, 2000
------------------------------------------------------------------------------
Ball Guarantor Non-Guarantor Eliminating Consolidated
Corporation Subsidiaries Subsidiaries Adjustments Total
-------------- -------------- -------------- -------------- --------------
Cash flows from operating activities
Net earnings (loss) $ 68.2 $ 124.5 $ (33.7) $ (90.8) $ 68.2
Noncash charges to net earnings:
Depreciation and amortization 2.2 128.1 28.8 - 159.1
Business consolidation costs, net
of related equity and minority
interest effects 2.3 22.1 56.9 - 81.3
Deferred income taxes (28.2) 42.1 (4.1) - 9.8
Equity earnings of subsidiaries (90.8) - - 90.8 -
Other, net 10.4 (21.0) (1.2) - (11.8)
Changes in working capital
components (13.8) (91.6) (24.7) - (130.1)
-------------- -------------- -------------- -------------- --------------
Net cash (used in) provided
by operating activities (49.7) 204.2 22.0 - 176.5
-------------- -------------- -------------- -------------- --------------
Cash flows from investing activities
Additions to property, plant and
equipment (0.8) (85.4) (12.5) - (98.7)
Investments in and advances to
affiliates 153.6 (141.4) (12.2) - -
Other, net 17.9 36.5 (8.2) - 46.2
-------------- -------------- -------------- -------------- --------------
Net cash provided by (used in)
investing activities 170.7 (190.3) (32.9) - (52.5)
-------------- -------------- -------------- -------------- --------------
Cash flows from financing activities
Repayments of long-term borrowings (37.0) (13.9) - - (50.9)
Change in short-term borrowings - - 2.9 - 2.9
Common and preferred dividends (21.6) - - - (21.6)
Proceeds from issuance of common
stock under various employee and
shareholder plans 30.7 - - - 30.7
Acquisitions of treasury stock (91.6) - - - (91.6)
Other, net (2.8) - (0.9) - (3.7)
-------------- -------------- -------------- -------------- --------------
Net cash (used in) provided by
financing activities (122.3) (13.9) 2.0 - (134.2)
-------------- -------------- -------------- -------------- --------------
Net change in cash and temporary
investments (1.3) - (8.9) - (10.2)
Cash and temporary investments -
beginning of year 13.6 0.2 22.0 - 35.8
-------------- -------------- -------------- -------------- --------------
Cash and temporary investments -
end of year $ 12.3 $ 0.2 $ 13.1 $ - $ 25.6
============== ============== ============== ============== ==============
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------------------------------------------------
For the Year Ended December 31, 1999
------------------------------------------------------------------------------
Ball Guarantor Non-Guarantor Eliminating Consolidated
Corporation Subsidiaries Subsidiaries Adjustments Total
-------------- -------------- -------------- -------------- --------------
Cash flows from operating activities
Net earnings (loss) $ 104.2 $ 117.0 $ 2.4 $ (119.4) $ 104.2
Noncash charges to net earnings:
Depreciation and amortization 3.0 130.1 29.8 - 162.9
Deferred income taxes 8.0 24.6 1.7 - 34.3
Equity earnings of subsidiaries (119.4) - - 119.4 -
Other, net 21.4 (15.3) - - 6.1
Changes in working capital
components (94.7) 94.8 (1.6) - (1.5)
-------------- -------------- -------------- -------------- --------------
Net cash (used in) provided
by operating activities (77.5) 351.2 32.3 - 306.0
-------------- -------------- -------------- -------------- --------------
Cash flows from investing activities
Additions to property, plant and
equipment (1.1) (95.1) (10.8) - (107.0)
Investments in and advances to
affiliates 238.5 (275.0) 36.5 - -
Other, net 4.6 5.4 4.3 - 14.3
-------------- -------------- -------------- -------------- --------------
Net cash provided by (used in)
investing activities 242.0 (364.7) 30.0 - (92.7)
-------------- -------------- -------------- -------------- --------------
Cash flows from financing activities
Long-term borrowings - 13.9 9.2 - 23.1
Repayments of long-term borrowings (102.0) (0.4) (58.6) - (161.0)
Change in short-term borrowings - - (13.2) - (13.2)
Common and preferred dividends (22.5) - - - (22.5)
Proceeds from issuance of common
stock under various employee and
shareholder plans 36.8 - - - 36.8
Acquisitions of treasury stock (72.3) - - - (72.3)
Other, net (2.5) (0.3) 0.4 - (2.4)
-------------- -------------- -------------- -------------- --------------
Net cash (used in) provided by
financing activities (162.5) 13.2 (62.2) - (211.5)
-------------- -------------- -------------- -------------- --------------
Net change in cash and temporary
investments 2.0 (0.3) 0.1 - 1.8
Cash and temporary investments -
beginning of year 11.6 0.5 21.9 - 34.0
-------------- -------------- -------------- -------------- --------------
Cash and temporary investments -
end of year $ 13.6 $ 0.2 $ 22.0 $ - $ 35.8
============== ============== ============== ============== ==============
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------------------------------------------------
For the Year Ended December 31, 1998
------------------------------------------------------------------------------
Ball Guarantor Non-Guarantor Eliminating Consolidated
Corporation Subsidiaries Subsidiaries Adjustments Total
-------------- -------------- -------------- -------------- --------------
Cash flows from operating activities
Net earnings (loss) $ 16.6 $ 72.9 $ (57.8) $ (15.1) $ 16.6
Noncash charges to net earnings:
Depreciation and amortization 4.2 108.6 32.2 - 145.0
Headquarters relocation, plant
closures, dispositions and
other costs 4.7 - 56.2 - 60.9
Extraordinary loss from early
debt extinguishment 2.0 17.9 - - 19.9
Equity earnings of subsidiaries (15.1) - - 15.1 -
Other, net (18.6) 16.6 (12.8) - (14.8)
Changes in working capital
components, excluding effect
of acquisitions 25.0 119.6 14.9 - 159.5
-------------- -------------- -------------- -------------- --------------
Net cash provided by operating
activities 18.8 335.6 32.7 - 387.1
-------------- -------------- -------------- -------------- --------------
Cash flows from investing activities
Additions to property, plant and
equipment (3.3) (68.7) (12.2) - (84.2)
Acquisitions, net of cash acquired (15.5) (822.9) - - (838.4)
Investments in and advances to
affiliates, net (948.2) 895.3 50.7 - (2.2)
Intercompany capital contributions
and transactions (75.5) - 75.5 - -
Other, net (5.0) 2.7 12.0 - 9.7
-------------- -------------- -------------- -------------- --------------
Net cash (used in) provided by
investing activities (1,047.5) 6.4 126.0 - (915.1)
-------------- -------------- -------------- -------------- --------------
Cash flows from financing activities
Long-term borrowings 1,310.0 0.4 - 1,310.4
Repayments of long-term borrowings (130.3) (323.2) (34.3) - (487.8)
Debt issuance costs (28.9) - - (28.9)
Debt prepayment costs - (17.5) - (17.5)
Change in short-term borrowings (85.5) - (117.8) - (203.3)
Common and preferred dividends (22.7) - - - (22.7)
Proceeds from issuance of common
stock under various employee and
shareholder plans 31.5 - - - 31.5
Acquisitions of treasury stock (34.9) - - - (34.9)
Other, net (3.1) (1.7) (5.5) - (10.3)
-------------- -------------- -------------- -------------- --------------
Net cash provided by (used in)
financing activities 1,036.1 (342.0) (157.6) - 536.5
-------------- -------------- -------------- -------------- --------------
Net change in cash and temporary
investments 7.4 - 1.1 - 8.5
Cash and temporary investments -
beginning of period 4.2 0.5 20.8 - 25.5
-------------- -------------- -------------- -------------- --------------
Cash and temporary investments -
end of period $ 11.6 $ 0.5 $ 21.9 $ - $ 34.0
============== ============== ============== ============== ==============
10. Leases
The company leases warehousing and manufacturing space and certain manufacturing equipment, primarily within the packaging segment,
and office space, primarily within the aerospace and technologies segment. Under certain of these lease arrangements, we have the
option to purchase the leased facilities and equipment for a total purchase price at the end of the lease term of approximately
$96.3 million. If we elect not to purchase the facilities and equipment and do not enter into a new lease arrangement, Ball has
guaranteed the lessors a minimum residual value of approximately $77.2 million and may incur other incremental costs to discontinue
or relocate the business activities associated with these leased assets. These agreements contain certain restrictions relating to
dividends, investments and borrowings. Total noncancellable operating leases in effect at December 31, 2000, require rental payments
of $46.6 million, $43.9 million, $38.7 million, $35.4 million and $33.2 million for the years 2001 through 2005, respectively, and
$32.8 million combined for all years thereafter. Lease expense for all operating leases was $63.4 million, $44.8 million and
$38.5 million in 2000, 1999 and 1998, respectively.
11. Taxes on Income
The amounts of earnings (losses) before income taxes by national jurisdiction follow:
($ in millions) 2000 1999 1998
------------- ------------- -------------
U.S. $ 144.0 $ 161.5 $ 89.6
Foreign (30.1) 9.7 (62.3)
------------- ------------- -------------
$ 113.9 $ 171.2 $ 27.3
============= ============= =============
The provision for income tax expense (benefit) was as follows:
($ in millions) 2000 1999 1998
------------- ------------- -------------
Current
U.S. $ 28.5 $ 23.5 $ 7.6
State and local 0.9 2.2 2.8
Foreign 3.6 4.9 6.0
------------- ------------- -------------
Total current 33.0 30.6 16.4
------------- ------------- -------------
Deferred
U.S. 12.8 28.7 (8.1)
State and local 2.5 4.6 (1.6)
Foreign (5.5) 1.0 2.1
------------- ------------- -------------
Total deferred 9.8 34.3 (7.6)
------------- ------------- -------------
Provision for income taxes $ 42.8 $ 64.9 $ 8.8
============= ============= =============
The provision for income taxes recorded within the consolidated statement of earnings differs from the amount of income tax expense
determined by applying the U.S. statutory federal income tax rate to pretax earnings as a result of the following:
($ in millions) 2000 1999 1998
------------- ------------- -------------
Statutory U.S. federal income tax $ 39.8 $ 59.9 $ 9.6
Increase (decrease) due to:
Company-owned life insurance (3.1) (2.1) (5.2)
Research and development tax credits (3.1) (3.0) (2.9)
Foreign operations and royalty income 4.5 2.9 9.4
State and local taxes, net 1.9 4.4 0.8
Other, net 2.8 2.8 (2.9)
------------- ------------- -------------
Provision for taxes $ 42.8 $ 64.9 $ 8.8
============= ============= =============
Effective tax rate expressed as a percentage of
pretax earnings 37.6% 37.9% 32.2%
============= ============= =============
At December 31, 2000, the company had capital loss carryforwards, expiring in 2004, of $67.5 million with a related tax benefit of
$26.4 million. That benefit has been fully offset by a valuation allowance. Additionally, alternative minimum tax credits of
$22.1 million, which may be carried forward indefinitely, are available.
Provision has not been made for additional U.S. or foreign taxes on undistributed earnings of controlled foreign corporations where
such earnings will continue to be reinvested. It is not practicable to estimate the additional taxes, including applicable foreign
withholding taxes, that might become payable upon the eventual remittance of the foreign earnings for which no provision has been
made.
Net income tax payments were $28.8 million, $29.6 million and $20.5 million for 2000, 1999 and 1998, respectively.
The significant components of deferred tax assets and liabilities at December 31 were:
($ in millions) 2000 1999
------------- -------------
Deferred tax assets:
Deferred compensation $ (35.2) $ (28.3)
Accrued employee benefits (63.3) (62.2)
Plant closure costs (38.4) (31.6)
Other (43.6) (48.0)
------------- -------------
Total deferred tax assets (180.5) (170.1)
------------- -------------
Deferred tax liabilities:
Depreciation 139.5 121.6
Other 36.6 36.2
------------- -------------
Total deferred tax liabilities 176.1 157.8
------------- -------------
Net deferred tax asset $ (4.4) $ (12.3)
============= =============
12. Pension and Other Postretirement and Postemployment Benefits
The company's noncontributory pension plans cover substantially all U.S. and Canadian employees meeting certain eligibility
requirements. The defined benefit plans for salaried employees provide pension benefits based on employee compensation and years of
service. In addition, the plan covering salaried employees in Canada includes a defined contribution feature. Plans for hourly
employees provide benefits based on fixed rates for each year of service. Our policy is to fund the plans on a current basis to the
extent deductible under existing tax laws and regulations and in amounts sufficient to satisfy statutory funding requirements. Plan
assets consist primarily of common stocks and fixed income securities.
The company sponsors defined benefit and defined contribution postretirement health care and life insurance plans for substantially
all U.S. and Canadian employees. Employees may also qualify for long-term disability, medical and life insurance continuation and
other postemployment benefits upon termination of active employment prior to retirement. All of the Ball-sponsored plans are unfunded
and, with the exception of life insurance benefits, are self-insured.
In Canada, the company provides supplemental medical and other benefits in conjunction with Canadian provincial health care plans.
Most U.S. salaried employees who retired prior to 1993 are covered by noncontributory defined benefit medical plans with capped
lifetime benefits. Ball provides a fixed subsidy toward each retiree's future purchase of medical insurance for U.S. salaried and
substantially all nonunion hourly employees retiring after January 1, 1993. Life insurance benefits are noncontributory. Ball has no
commitments to increase benefits provided by any of the postretirement benefit plans.
An analysis of the change in benefit accruals for 2000 and 1999 follows:
Other Postretirement
Pension Benefits Benefits
----------------------------- -----------------------------
($ in millions) 2000 1999 2000 1999
------------ ------------ ------------ ------------
Change in benefit obligation:
Benefit obligation at beginning of year $ 418.3 $ 422.1 $ 97.3 $ 91.7
Service cost 12.4 14.2 1.9 1.7
Interest cost 32.0 29.1 7.6 6.5
Benefits paid (18.7) (13.1) (3.9) (4.1)
Net actuarial gain (1.8) (46.0) (6.1) (5.6)
Special termination 11.4 - 1.7 -
Business acquisition - 2.6 - 2.4
Other, net 2.1 9.4 (0.4) 4.7
------------ ------------ ------------ ------------
Benefit obligation at end of year 455.7 418.3 98.1 97.3
------------ ------------ ------------ ------------
Change in plan assets:
Fair value of assets at beginning of year 435.4 419.2 - -
Actual return on plan assets 30.8 12.9 - -
Employer contributions 21.9 25.1 3.8 4.0
Benefits paid (18.7) (25.7) (3.9) (4.1)
Other, net (2.1) 3.8 0.1 0.1
------------ ------------ ------------ ------------
Fair value of assets at end of year 467.3 435.3 - -
------------ ------------ ------------ ------------
Funded status 11.6 17.0 (98.1) (97.3)
Unrecognized net actuarial loss (gain) 16.5 8.1 (11.9) (7.8)
Unrecognized prior service cost 14.9 12.7 4.0 4.3
Unrecognized transition asset (0.6) (3.7) - -
------------ ------------ ------------ ------------
Prepaid (accrued) benefit cost $ 42.4 $ 34.1 $ (106.0) $ (100.8)
============ ============ ============ ============
Amounts recognized in the balance sheet consist of:
Other Postretirement
Pension Benefits Benefits
----------------------------- -----------------------------
($ in millions) 2000 1999 2000 1999
------------ ------------ ------------ ------------
Prepaid benefit cost $ 56.2 $ 55.2 $ - $ -
Accrued benefit liability (30.0) (33.7) (106.0) (100.8)
Intangible asset 12.9 9.3 - -
Accumulated other comprehensive earnings 3.3 3.3 - -
------------ ------------ ------------ ------------
Net amount recognized $ 42.4 $ 34.1 $ (106.0) $ (100.8)
============ ============ ============ ============
Components of net periodic benefit cost were:
Pension Benefits Other Postretirement Benefits
---------------------------------- ----------------------------------
($ in millions) 2000 1999 1998 2000 1999 1998
---------- ---------- ---------- ---------- ---------- ----------
Service cost $ 12.4 $ 14.2 $ 10.5 $ 1.9 $ 1.7 $ 1.0
Interest cost 32.0 29.1 26.1 7.6 6.5 4.9
Expected return on plan assets (42.3) (37.6) (35.5) - - -
Amortization of prior service cost 1.4 1.1 1.1 0.3 - -
Amortization of transition asset (3.1) (3.2) (3.2) - - -
Curtailment loss 7.9 0.5 - - - -
Recognized net actuarial loss (gain) 0.7 1.7 1.3 (0.7) (0.3) (0.3)
---------- ---------- ---------- ---------- ---------- ----------
Net periodic benefit cost 9.0 5.8 0.3 9.1 7.9 5.6
Expense of defined contribution plans 0.7 0.7 0.6 - - -
---------- ---------- ---------- ---------- ---------- ----------
Net periodic benefit cost $ 9.7 $ 6.5 $ 0.9 $ 9.1 $ 7.9 $ 5.6
========== ========== ========== ========== ========== ==========
Weighted average assumptions at the measurement date were:
Pension Benefits Other Postretirement Benefits
---------------------------------- ----------------------------------
($ in millions) 2000 1999 1998 2000 1999 1998
---------- ---------- ---------- ---------- ---------- ----------
Discount rate 7.84% 7.84% 7.00% 7.85% 7.82% 7.00%
Rate of compensation increase 3.30% 3.33% 3.33% N/A N/A N/A
Expected long-term rates of return on 9.81% 9.82% 10.79% N/A N/A N/A
assets
The expected long-term rates of return on assets are calculated by applying the expected rate of return to a market related value of
plan assets at the beginning of the year, adjusted for the weighted average expected contributions and benefit payments. The market
related value of plan assets used to calculate expected return was $433.9 million at September 30, 2000, $382.8 million at
December 31, 1999, and $329.5 million at December 31, 1998. The measurement date for determining the market related value of plan
assets was changed during 2000 from December 31 to September 30 in order to utilize more timely and accurate data. This change had an
insignificant impact on the 2000 financial statements.
For pension plans, accumulated gains and losses in excess of a 10 percent corridor, the prior service cost and the transition asset
are being amortized on a straight-line basis from the date recognized over the average remaining service period of active
participants. For other postretirement benefits, the 10 percent corridor is not used for accumulated actuarial gains and losses, and
they are amortized over 10 years.
The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the pension plans with accumulated
benefit obligations in excess of plan assets were $143 million, $141.9 million and $112.4 million, respectively, as of December 31,
2000.
For the U.S. plans at December 31, 2000, a 5.5 percent health care cost trend rate was used for pre-65 and post-65 benefits, and
trend rates were assumed to remain level for 2001 and subsequent years. For the Canadian plans, a 7 percent health care cost trend
rate was used, which was assumed to decrease to 4.5 percent by 2006 and remain at that level in subsequent years.
Health care cost trend rates can have an effect on the amounts reported for the health care plan. A one-percentage point change in
assumed health care cost trend rates would increase or decrease the total of service and interest cost by approximately $0.3 million
and the postretirement benefit obligation by approximately $3.2 million.
The additional minimum pension liability, less related intangible asset, was recognized net of tax benefits as a component of
shareholders' equity within accumulated other comprehensive loss.
Other Benefit Plans
Substantially all employees within the company's aerospace and technologies segment who participate in Ball's 401(k) salary
conversion plan receive a performance-based matching cash contribution of up to 4 percent of base salary. The company recorded
$1.9 million, zero and $1.6 million in 2000, 1999 and 1998, respectively, as compensation related to this match. In addition,
substantially all U.S. salaried employees and certain U.S. nonunion hourly employees who participate in Ball's 401(k) salary
conversion plan automatically participate in the company's ESOP through an employer matching contribution. Cash contributions to the
ESOP trust, including preferred dividends, are used to service the ESOP debt and were $11.5 million in 2000, $11.6 million in 1999
and $10.7 million in 1998. Interest paid by the ESOP trust for its borrowings was $1.7 million, $2.6 million and $3.3 million for
2000, 1999 and 1998, respectively.
13. Shareholders' Equity
At December 31, 2000, the company had 120 million shares of common stock and 15 million shares of preferred stock authorized, both
without par value. Preferred stock includes 600,000 authorized but unissued shares designated as Series A Junior Participating
Preferred Stock and 2,100,000 authorized shares designated as Series B ESOP Convertible Preferred Stock.
The ESOP Preferred has a stated value and liquidation preference of $36.75 per share and cumulative annual dividends of $2.76 per
share. The ESOP Preferred shares are entitled to 1.3 votes per share and are voted with common shares as a single class upon matters
submitted to a vote of Ball's shareholders. Each ESOP Preferred share has a guaranteed value of $36.75 and is convertible into
1.1552 shares of Ball Corporation common stock.
Under the company's successor Shareholder Rights Plan, one 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 of the company at an exercise price of $130 per Right.
If a person or group acquires 15 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 2006, are redeemable by the company at
a redemption price of one cent 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.
Common shares were reserved at December 31, 2000, for future issuance under the employee stock purchase, stock option, dividend
reinvestment and restricted stock plans, as well as to meet conversion requirements of the ESOP Preferred.
In connection with the employee stock purchase plan, the company contributes 20 percent of up to $500 of each participating
employee's monthly payroll deduction toward the purchase of Ball Corporation common stock. Company contributions for this plan were
approximately $1.9 million in 2000, $1.8 million in 1999 and $1.6 million in 1998.
Accumulated Other Comprehensive Loss
The activity related to accumulated other comprehensive loss was as follows:
Minimum Accumulated
Foreign Pension Other
($ in millions) Currency Liability Comprehensive
Translation (net of tax) Loss
----------------- ----------------- -----------------
December 31, 1997 $ (20.9) $ (1.9) $ (22.8)
1998 change (7.7) (1.2) (8.9)
----------------- ----------------- -----------------
December 31, 1998 (28.6) (3.1) (31.7)
1999 change 4.0 1.0 5.0
----------------- ----------------- -----------------
December 31, 1999 (24.6) (2.1) (26.7)
2000 change (3.2) 0.2 (3.0)
----------------- ----------------- -----------------
December 31, 2000 $ (27.8) $ (1.9) $ (29.7)
================= ================= =================
The minimum pension liability component of other comprehensive earnings (loss) is presented net of related tax expense (benefit) of
$1.4 million, $0.7 million and $(0.4) million for the years ended December 31, 2000, 1999 and 1998, respectively. No tax benefit has
been provided on the foreign currency translation loss component for any period, as the undistributed earnings of the company's
foreign investments will continue to be reinvested.
Stock Options and Restricted Shares
The company has several stock option plans under which options to purchase shares of common stock have been granted to officers and
key employees at the market value of the stock at the date of grant. Payment must be made at the time of exercise in cash or with
shares of stock owned by the option holder, which are valued at fair market value on the date exercised. Options terminate 10 years
from date of grant. Tier A options are exercisable in four equal installments commencing one year from date of grant, with the
exception of certain Tier A options granted in 1998, which become exercisable after the company's common stock price reaches
specified prices for 10 consecutive days, or at the end of five years, whichever comes first. Tier B options vested at the date of
grant, and were exercisable after the company's common stock price closed at or above a target price of $50 per share for
10 consecutive days, which occurred in April 1999. Approximately $4.7 million was recorded as compensation expense in the second
quarter of 1999 in connection with the Tier B options becoming exercisable, and common stock was increased accordingly. The target
stock price was adjusted based on a compounded annual growth rate of 7.5 percent for individuals retiring prior to the options
becoming exercisable.
The company also granted 130,000 shares of restricted stock to certain management employees during 1998 at a price of $35 per share.
Restrictions on these shares lapse in tranches based on the company achieving certain standards of performance or at the end of seven
years, whichever comes first.
A summary of stock option activity for the years ended December 31 follows:
2000 1999 1998
-------------------------- -------------------------- --------------------------
Weighted Weighted Weighted
Average Average Average
Number of Exercise Number of Exercise Number of Exercise
Shares Price Shares Price Shares Price
------------ ------------ ------------ ------------ ------------ ------------
Outstanding at beginning of year 1,926,795 $ 34.657 2,163,396 $ 30.884 1,754,298 $ 27.223
Tier A options exercised (92,292) 26.705 (394,283) 29.626 (332,594) 26.981
Tier B options exercised - - (55,500) 24.375 (38,000) 24.375
Tier A options granted 380,375 33.063 301,100 53.861 822,300 36.738
Tier A options canceled (60,623) 39.012 (87,918) 36.633 (42,608) 29.378
------------ ------------ ------------
Outstanding at end of year 2,154,255 34.594 1,926,795 34.657 2,163,396 30.884
------------ ------------ ------------
Exercisable at end of year 1,258,490 31.727 1,087,045 29.955 743,671 28.555
------------ ------------ ------------
Reserved for future grants 1,783,489 2,128,130 2,360,056
------------ ------------ ------------
Additional information regarding options outstanding at December 31, 2000, follows:
Exercise Price Range
-------------------------------------------------------------------
$24.375 - $26.625 $28.250 - $35.000 $35.625 - $55.125 Total
------------------- ------------------- ------------------- ---------
Number of options outstanding 641,388 726,433 786,434 2,154,255
Weighted average exercise price $25.368 $33.400 $43.221 $34.594
Weighted average remaining 6.4 years 8.7 years 8.2 years 7.9 years
contractual life
Number of shares exercisable 584,763 278,783 394,944 1,258,490
Weighted average exercise price $25.250 $33.439 $40.106 $31.727
These options cannot be traded in any equity market. However, based on the Black-Scholes option pricing model, adapted for use in
valuing compensatory stock options in accordance with SFAS No. 123, Tier A options granted in 2000, 1999 and 1998 have estimated
weighted average fair values at the date of grant of $12.16 per share, $17.32 per share and $10.73 per share, respectively. Under the
same methodology, Tier B options granted during 1997 have an estimated weighted average fair value at the date of grant of $8.54 per
share. The actual value an employee may realize will depend on the excess of the stock price over the exercise price on the date the
option is exercised. Consequently, there is no assurance that the value realized by an employee will be at or near the value
estimated. The fair values were estimated using the following weighted average assumptions:
2000 Grants 1999 Grants 1998 Grants
--------------- --------------- ---------------
Expected dividend yield 1.30% 1.52% 1.31%
Expected stock price volatility 32.43% 29.80% 25.34%
Risk-free interest rate 6.36% 5.34% 5.21%
Expected life of options 5.5 years 5.5 years 5.3 years
Ball accounts for its stock-based employee compensation programs using the intrinsic value method prescribed by APB Opinion No. 25,
"Accounting for Stock Issued to Employees." If we had elected to recognize compensation based upon the calculated fair value of the
options granted after 1994, pro forma net earnings and earnings per share would have been:
Years ended December 31,
----------------------------------------
($ in millions, except per share amounts) 2000 1999 1998
------------ ------------ ------------
As reported:
Net earnings $ 68.2 $ 104.2 $ 16.6
Basic earnings per share 2.26 3.36 0.45
Diluted earnings per share 2.14 3.15 0.44
Pro forma results:
Net earnings $ 65.6 $ 100.6 $ 14.3
Basic earnings per share 2.17 3.24 0.38
Diluted earnings per share 2.06 3.04 0.37
14. Earnings per Share
The following table provides additional information on the computation of earnings per share amounts.
Years ended December 31,
--------------------------------------------------
($ in millions, except per share amounts) 2000 1999 1998
-------------- -------------- --------------
Basic earnings per Share
Earnings before extraordinary item and accounting change $ 68.2 $ 104.2 $ 32.0
Early debt extinguishment costs, net of tax - - (12.1)
Cumulative effect of accounting change for start-up costs,
net of tax - - (3.3)
-------------- -------------- --------------
Net earnings 68.2 104.2 16.6
Preferred dividends, net of tax (2.6) (2.7) (2.8)
-------------- -------------- --------------
Earnings attributable to common shareholders $ 65.6 $ 101.5 $ 13.8
============== ============== ==============
Weighted average common shares (000s) 29,040 30,170 30,388
============== ============== ==============
Basic earnings per share:
Earnings before extraordinary item and accounting change $ 2.26 $ 3.36 $ 0.96
Early debt extinguishment costs, net of tax - - (0.40)
Cumulative effect of accounting change, net of tax - - (0.11)
-------------- -------------- --------------
Basic earnings per share $ 2.26 $ 3.36 $ 0.45
============== ============== ==============
Diluted Earnings per Share
Earnings before extraordinary item and accounting change $ 68.2 $ 104.2 $ 32.0
Early debt extinguishment costs, net of tax - - (12.1)
Cumulative effect of accounting change for start-up costs,
net of tax - - (3.3)
-------------- -------------- --------------
Net earnings 68.2 104.2 16.6
Adjustments for deemed ESOP cash contribution
in lieu of the ESOP Preferred dividend (2.0) (2.0) (2.1)
-------------- -------------- --------------
Adjusted earnings attributable to common shareholders $ 66.2 $ 102.2 $ 14.5
============== ============== ==============
Weighted average common shares (000s) 29,040 30,170 30,388
Effect of dilutive securities:
Dilutive effect of stock options 256 476 338
Common shares issuable upon conversion of the
ESOP Preferred stock 1,721 1,804 1,866
-------------- -------------- --------------
Weighted average shares applicable to diluted earnings per share 31,017 32,450 32,592
============== ============== ==============
Diluted earnings per share:
Earnings before extraordinary item and accounting change $ 2.14 $ 3.15 $ 0.91
Early debt extinguishment costs, net of tax - - (0.37)
Cumulative effect of accounting change, net of tax - - (0.10)
-------------- -------------- --------------
Diluted earnings per share $ 2.14 $ 3.15 $ 0.44
============== ============== ==============
The following options have been excluded for the respective years from the computation of the diluted earnings per share calculation
since they were anti-dilutive (i.e., the exercise price exceeded the average common stock price for the year):
Exercise Price Expiration 2000 1999 1998
------------------ --------------- -------------- -------------- --------------
$ 35.000 2008 245,000 - -
35.625 2005 128,850 - -
35.938 2008 280,550 - -
44.313 2008 98,750 - 120,000
55.125 2009 242,338 259,650 -
Various Various 35,946 - 4,000
-------------- -------------- --------------
Total 1,031,434 259,650 124,000
============== ============== ==============
15. Financial Instruments and Risk Management
The company is subject to various risks and uncertainties due to our operations and business activities, changing commodity prices
and changing capital markets.
Policies and Procedures
In the ordinary course of business, the company employs established risk management policies and procedures to reduce exposure to
commodity price changes, changes in interest rates, fluctuations in foreign currencies and the company's common share repurchase
program. Our objective in managing our exposure to commodity price changes is to limit the impact of raw material price changes on
earnings and cash flow through arrangements with customers and suppliers, and, at times, through the use of certain derivative
instruments such as options and forward contracts designated as hedges. Our objective in managing our exposure to interest rate
changes is to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To
achieve these objectives, we primarily use interest rate swaps, collars and options to manage our mix of floating and fixed-rate
debt. Our objective in managing our exposure to foreign currency fluctuations is to protect foreign cash flow and reduce earnings
volatility associated with foreign exchange rate changes.
Unrealized losses on foreign exchange forward contracts are recorded in the balance sheet as other current liabilities. Realized
gains/losses from hedges are classified in the income statement consistent with accounting treatment of the item being hedged. The
company accrues the differential for interest rate swaps to be paid or received under these agreements as adjustments to interest
expense over the lives of the swaps. Gains and losses upon the early termination of swap agreements are deferred in long-term
liabilities and amortized as an adjustment to interest expense over the remaining term of the agreement.
Commodity Price Risk
The company primarily manages the commodity price risk in connection with market price fluctuations of aluminum by entering into
customer sales contracts for cans and ends, which include aluminum-based pricing terms which consider price fluctuations under our
commercial supply contracts for aluminum purchases. The terms include "band" pricing where there is an upper and lower limit, a
fixed price or only an upper limit to the aluminum component pricing. This matched pricing affects substantially all of our North
American metal beverage packaging net sales. The company also, at times, uses certain derivative instruments such as option and
forward contracts to hedge commodity price risk. At December 31, 2000, the company had aluminum forward contracts with notional
amounts of $124 million hedging its aluminum purchase contracts. These forward contract agreements expire in less than one year.
The fair value of these contracts at December 31, 2000, was $(2.4) million. The company's equity joint ventures also had aluminum
forward contracts with notional amounts of $20 million hedging aluminum purchase contracts. These forward contract agreements expire
at various times up to two years. The fair value of these contracts at December 31, 2000, was $0.2 million. At December 31, 1999,
the company had aluminum forward contracts with notional amounts of $163 million hedging the aluminum in the fixed price sales
contracts. The fair value of these contracts at December 31, 1999, was $2.1 million.
Interest Rate Risk
Interest rate instruments held by the company at December 31, 2000 and 1999, included pay-floating and pay-fixed interest rate swaps,
interest rate caps and swaption contracts. Pay-fixed swaps effectively convert floating rate obligations to fixed rate instruments.
Pay-floating swaps effectively convert fixed-rate obligations to variable rate instruments. Swap agreements expire at various times
up to five years.
Interest rate swap agreements outstanding at December 31, 2000, had notional amounts of $10 million at a floating rate and
$154 million at a fixed rate, or a net fixed position of $144 million. The company also entered into an interest rate cap agreement
in 2000 with a notional amount of $10 million. At December 31, 1999, the agreements had notional amounts of $10 million at a floating
rate and $475 million at a fixed rate, or a net fixed position of $465 million.
The related notional amounts of interest rate swaps and options serve as the basis for computing the cash flow under these agreements
but do not represent the company's exposure through its use of these instruments. Although these instruments involve varying degrees
of credit and interest risk, the counter parties to the agreements involve financial institutions, which are expected to perform
fully under the terms of the agreements.
The fair value of all non-derivative financial instruments approximates their carrying amounts with the exception of long-term debt.
Rates currently available to the company for loans with similar terms and maturities are used to estimate the fair value of long-term
debt based on discounted cash flows. The fair value of derivatives generally reflects the estimated amounts that we would pay or
receive upon termination of the contracts at December 31, 2000 and 1999, taking into account any unrealized gains and losses on open
contracts.
2000 1999
-------------------------------- -----------------------------
Carrying Fair Carrying Fair
($ in millions) Amount Value Amount Value
-------------- -------------- -------------- --------------
Long-term debt $ 1,078.8 $ 1,059.4 $ 1,139.5 $ 1,124.6
Unrealized net gain on derivative
contracts relating to debt - 1.3 - 8.0
Exchange Rate Risk
The company's foreign currency risk exposure results from fluctuating currency exchange rates, primarily the strengthening of the
U.S. dollar against the Hong Kong dollar, Canadian dollar, Chinese renminbi, Thai baht and Brazilian real. The company faces currency
exposure that arises from translating the results of its global operations and maintaining U.S. dollar debt and payables in foreign
countries. The company primarily uses forward contracts to manage its foreign currency exposures and, as a result, gains and losses
on these derivative positions offset, in part, the impact of currency fluctuations on the existing assets and liabilities. At
December 31, 2000, the notional amounts of the company's foreign exchange risk management contracts, net of notional amounts of
contracts with counterparties against which the company has the legal right of offset, were $7.7 million for the Brazilian Real,
$1.3 million for the Euro and $0.5 million for the Thai baht. The fair value of these contracts as of December 31, 2000 was
$0.2 million.
Equity
In connection with the company's ongoing share repurchase program, we sell put options which give the purchaser of those options the
right to sell shares of the company's common stock to the company on specified dates at specified prices upon the exercise of those
options. The put option contracts allow the company to determine the method of settlement, either in cash or shares. As such, the
contracts are considered equity instruments and changes in the fair value are not recognized in our financial statements. The
company's objective in selling put options is to lower the average purchase price of acquired shares in connection with the share
repurchase program. During 1999 we received $1.3 million in premiums for option contracts and in 2000 we paid $1.2 million to settle
in cash those contracts that either matured with no value or were not purchased. As of December 31, 2000, there was one put option
contract outstanding for 50,000 shares with a strike price of $45.06. The premiums received are shown as a reduction in treasury
stock.
Also in connection with the ongoing share repurchase program, the company entered into a forward share repurchase agreement in 2000
to purchase shares of the company's common stock. During 2000 we purchased 580,300 shares under the agreement at an average price of
$34.50. In January 2001 we purchased the 510,500 shares remaining under the agreement at an average price of $35.16.
New Accounting Pronouncement
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and SFAS No. 138, an amendment of SFAS 133, essentially
require all derivatives to be recorded on the balance sheet at fair value and establish new accounting practices for hedge
instruments. In connection with the adoption of these statements, which became effective for Ball on January 1, 2001, we expect the
cumulative earnings effect of this change in accounting to be insignificant.
16. Research and Development
Research and development costs are expensed as incurred in connection with the company's internal programs for the development of
products and processes. Costs incurred in connection with these programs, a portion of which is included in cost of sales, amounted
to $14.4 million, $14 million and $23.7 million for the years 2000, 1999 and 1998, respectively.
17. Contingencies
The company is subject to various risks and uncertainties in the ordinary course of business due, in part, to the competitive nature
of the industries in which we participate, our operations in developing markets outside the U.S., changing commodity prices for the
materials used in the manufacture of our products and changing capital markets. Where practicable, we attempt to reduce these risks
and uncertainties through the establishment of risk management policies and procedures, including, at times, the use of certain
derivative financial instruments.
From time to time, the company is subject to routine litigation incident to its business. Additionally, the U.S. Environmental
Protection Agency has designated Ball as a potentially responsible party, along with numerous other companies, for the cleanup of
several hazardous waste sites. Our information at this time does not indicate that these matters will have a material adverse effect
upon the liquidity, results of operations or financial condition of the company.
18. Quarterly Results of Operations (Unaudited)
The company's fiscal quarters end on the Sunday nearest the calendar quarter end. The fiscal years end on December 31.
2000 Quarterly Information
The company recorded an $83.4 million pretax charge ($55 million after tax, minority interests and equity earnings impacts) in the
second quarter for packaging business consolidation and investment exit activities. Additional details about the charge and related
activities are provided in Note 3.
1999 Quarterly Information
Fluctuations in sales and earnings for the quarters in 1999 reflected the normal seasonality of the business as well as the number of
days in each fiscal quarter.
($ in millions except per share amounts) First Second Third Fourth
Quarter Quarter Quarter Quarter Total
----------- ----------- ----------- ----------- -----------
2000
Net sales(1) $ 846.0 $ 995.0 $ 996.0 $ 827.7 $3,664.7
----------- ----------- ----------- ----------- -----------
Gross profit(2) 102.6 127.0 134.1 103.1 466.8
----------- ----------- ----------- ----------- -----------
Net earnings 20.0 (15.4) 44.5 19.1 68.2
Preferred dividends, net of tax (0.6) (0.7) (0.6) (0.7) (2.6)
----------- ----------- ----------- ----------- -----------
Earnings (loss) attributable to common
shareholders $ 19.4 $ (16.1) $ 43.9 $ 18.4 $ 65.6
=========== =========== =========== =========== ===========
Basic earnings (loss) per share $ 0.65 $ (0.55) $ 1.52 $ 0.65 $ 2.26
=========== =========== =========== =========== ===========
Diluted earnings (loss) per share $ 0.62 $ (0.55) $ 1.43 $ 0.62 $ 2.14
=========== =========== =========== =========== ===========
1999
Net sales(1) $ 848.7 $1,011.3 $1,026.5 $ 820.7 $3,707.2
----------- ----------- ----------- ----------- -----------
Gross profit(2) 94.2 126.7 133.0 104.9 458.8
----------- ----------- ----------- ----------- -----------
Net earnings 15.7 32.0 37.0 19.5 104.2
Preferred dividends, net of tax (0.7) (0.7) (0.6) (0.7) (2.7)
----------- ----------- ----------- ----------- -----------
Earnings attributable to common shareholders $ 15.0 $ 31.3 $ 36.4 $ 18.8 $ 101.5
=========== =========== =========== =========== ===========
Basic earnings per share $ 0.50 $ 1.03 $ 1.21 $ 0.63 $ 3.36
=========== =========== =========== =========== ===========
Diluted earnings per share $ 0.47 $ 0.96 $ 1.13 $ 0.59 $ 3.15
=========== =========== =========== =========== ===========
(1) EITF No. 00-10, which requires that shipping and handling fees be reported as a component of cost of sales, was adopted in the
fourth quarter of 2000. The effect of this guidance resulted in offsetting increases in sales and cost of sales for both years.
See Note 1 for more details.
(2) Gross profit is shown after depreciation and amortization of $133.8 million and $137.4 million for the years ended
December 31, 2000 and 1999, respectively.
Earnings per share calculations for each quarter are based on the weighted average shares outstanding for that period. As a result,
the sum of the quarterly amounts may not equal the annual earnings per share amount. The diluted loss per share in the second quarter
of 2000 is the same as the net loss per basic share because the assumed exercise of stock options and conversion of the ESOP
Preferred stock would have been antidilutive.
Five-Year Review of Selected Financial Data
Ball Corporation and Subsidiaries
----------------------------------------- ------------ ------------ ------------ ------------ ------------
($ in millions, except per share amounts) 2000 1999 1998 1997 1996
----------------------------------------- ------------ ------------ ------------ ------------ ------------
Net sales $ 3,664.7 $ 3,707.2 $ 2,995.7 $ 2,464.5 $ 2,252.7
Earnings from:
Continuing operations 68.2 104.2 32.0 58.3 13.1
Discontinued operations - - - - 11.1
Earnings before cumulative effect of
accounting change 68.2 104.2 32.0 58.3 24.2
Early debt extinguishment costs,
net of tax - - (12.1) - -
Cumulative effect of accounting
change, net of tax(1) - - (3.3) - -
Net earnings 68.2 104.2 16.6 58.3 24.2
Preferred dividends, net of tax (2.6) (2.7) (2.8) (2.8) (2.9)
Earnings (loss) attributable to
common shareholders $ 65.6 $ 101.5 $ 13.8 $ 55.5 $ 21.3
Return on average common
shareholders' equity 10.1% 16.2% 2.3% 9.3% 3.7%
----------------------------------------- ------------ ------------ ------------ ------------ ------------
Earnings per common share:
Earnings from:
Continuing operations $ 2.26 $ 3.36 $ 0.96 $ 1.84 $ 0.34
Discontinued operations - - - - 0.36
Earnings before extraordinary
item and cumulative effect of
accounting change 2.26 3.36 0.96 1.84 0.70
Early debt extinguishment costs,
net of tax - - (0.40) - -
Cumulative effect of accounting
change, net of tax(1) - - (0.11) - -
Earnings per common share $ 2.26 $ 3.36 $ 0.45 $ 1.84 $ 0.70
Weighted average common shares
outstanding (000s) 29,040 30,170 30,388 30,234 30,314
----------------------------------------- ------------ ------------ ------------ ------------ ------------
Diluted earnings per share:
Earnings from:
Continuing operations $ 2.14 $ 3.15 $ 0.91 $ 1.74 $ 0.34
Discontinued operations - - - - 0.34
Earnings before extraordinary
item and cumulative effect of
accounting change 2.14 3.15 0.91 1.74 0.68
Early debt extinguishment costs,
net of tax - - (0.37) - -
Cumulative effect of accounting
change, net of tax(1) - - (0.10) - -
Diluted earnings per share $ 2.14 $ 3.15 $ 0.44 $ 1.74 $ 0.68
Diluted weighted average common
shares outstanding (000s) 31,017 32,450 32,592 32,311 32,335
----------------------------------------- ------------ ------------ ------------ ------------ ------------
Property, plant and equipment
additions $ 98.7 $ 107.0 $ 84.2 $ 97.7 $ 196.1
Depreciation and amortization $ 159.1 $ 162.9 $ 145.0 $ 117.5 $ 93.5
Total assets $ 2,649.8 $ 2,732.1 $ 2,854.8 $ 2,090.1 $ 1,700.8
Total interest bearing debt and
capital lease obligations(3) $ 1,137.3 $ 1,196.7 $ 1,356.6 $ 773.1 $ 582.9
Common shareholders' equity $ 639.6 $ 655.2 $ 594.6 $ 611.3 $ 586.7
Total capitalization(3) $ 1,834.6 $ 1,907.3 $ 2,003.2 $ 1,459.0 $ 1,194.3
Debt-to-total capitalization(3) 62.0% 62.7% 67.7% 53.0% 48.8%
Cash dividends $ 0.60 $ 0.60 $ 0.60 $ 0.60 $ 0.60
Book value $ 22.80 $ 21.97 $ 19.52 $ 20.23 $ 19.22
Market value $ 46.06 $ 39.38 $ 45.75 $ 35.38 $ 26.25
Annual return to common shareholders(2) 19.2% (12.7)% 31.4% 37.4% (3.2)%
----------------------------------------- ------------ ------------ ------------ ------------ ------------
(1) See the notes to the consolidated financial statements.
(2) Change in stock price plus dividend yield assuming reinvestment of dividends.
(3) Includes amounts attributed to discontinued operations.
Quarterly Stock Prices and Dividends
Quarterly prices for the company's common stock, as reported on the composite tape, were:
2000 1999
1st 2nd 3rd 4th 1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
--------- --------- --------- --------- --------- --------- --------- ---------
High $ 43.25 $ 37.63 $ 36.38 $ 47.94 $ 46.94 $ 59.13 $ 52.44 $ 44.25
Low 26.00 29.25 31.13 28.56 39.25 42.25 42.56 35.38
A common stock dividend of $0.15 per share was paid in each of the 2000 and 1999 quarters.