10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on May 15, 2002
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
Commission file number 1-7349
BALL CORPORATION
State of Indiana 35-0160610
10 Longs Peak Drive, P.O. Box 5000
Broomfield, CO 80021-2510
303/469-3131
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.
Class Outstanding at April 28, 2002
Common Stock,
without par value 56,796,419 shares
Ball Corporation and Subsidiaries
QUARTERLY REPORT ON FORM 10-Q
For the period ended March 31, 2002
INDEX
Page Number
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Unaudited Condensed Consolidated Statements of Earnings for the
Three-Month Periods Ended March 31, 2002, and April 1, 2001 3
Unaudited Condensed Consolidated Balance Sheets at March 31, 2002, and
December 31, 2001 4
Unaudited Condensed Consolidated Statements of Cash Flows for the
Three-Month Periods Ended March 31, 2002, and April 1, 2001 5
Notes to Unaudited Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 16
PART II. OTHER INFORMATION 18
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Ball Corporation and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF EARNINGS
($ in millions)
Three Months Ended
----------------------------------------
March 31, 2002 April 1, 2001
------------------ -----------------
---------------------------------------------------------------------------------------------------------------------
Net sales $ 875.9 $ 850.0
---------------------------------------------------------------------------------------------------------------------
Costs and expenses
Cost of sales (excluding depreciation and amortization) 745.7 722.4
Depreciation and amortization (Notes 7 and 8) 35.7 38.3
Selling and administrative 36.4 34.3
Receivable securitization fees and other (Note 9) 0.9 3.0
------------------- --------------------
818.7 798.0
---------------------------------------------------------------------------------------------------------------------
Earnings before interest and taxes 57.2 52.0
---------------------------------------------------------------------------------------------------------------------
Interest expense 17.4 24.3
------------------- --------------------
Earnings before taxes 39.8 27.7
Provision for taxes (13.9) (9.7)
Minority interests (0.2) -
Equity in earnings of affiliates 1.8 0.5
------------------- --------------------
Net earnings 27.5 18.5
Preferred dividends, net of tax - (0.6)
---------------------------------------------------------------------------------------------------------------------
Earnings attributable to common shareholders $ 27.5 $ 17.9
---------------------------------------------------------------------------------------------------------------------
Earnings per common share (Note 11 and 13) $ 0.49 $ 0.33
=================== ====================
Diluted earnings per share (Note 11 and 13) $ 0.48 $ 0.31
=================== ====================
Cash dividends declared per common share $ 0.09 $ 0.075
=================== ====================
See accompanying notes to unaudited condensed consolidated financial statements.
Ball Corporation and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
($ in millions)
March 31, 2002 December 31, 2001
------------------ -----------------
ASSETS
Current assets
Cash and temporary investments $ 21.9 $ 83.1
Accounts receivable, net 251.1 172.0
Inventories, net (Note 6) 506.3 449.3
Deferred income tax benefits and prepaid expenses 81.8 89.1
------------------- -----------------
Total current assets 861.1 793.5
Property, plant and equipment, net (Note 7) 905.9 904.4
Goodwill (Note 8) 348.9 357.8
Intangibles and other assets (Note 8) 275.1 257.9
------------------- -----------------
Total Assets $ 2,391.0 $ 2,313.6
=================== =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term debt and current portion of long-term debt (Note 9) $ 127.9 $ 115.0
Accounts payable 300.6 258.5
Accrued employee costs and other current liabilities 170.4 201.2
------------------- -----------------
Total current liabilities 598.9 574.7
Long-term debt (Note 9) 1,010.4 949.1
Employee benefit obligations, deferred income taxes and
other noncurrent liabilities 281.2 276.0
------------------- -----------------
Total liabilities 1,890.5 1,799.8
------------------- -----------------
Contingencies (Note 12)
Minority interests 8.4 9.7
------------------- -----------------
Common stock (76,415,483 shares issued - 2002;
75,707,774 shares issued - 2001)(a) 492.8 478.9
Retained earnings 432.4 410.0
Accumulated other comprehensive loss (35.5) (43.7)
Treasury stock, at cost (19,390,620 shares - 2002; (397.6) (341.1)
17,890,596 shares - 2001)(a)
------------------- -----------------
Total shareholders' equity 492.1 504.1
------------------- -----------------
Total Liabilities and Shareholders' Equity $ 2,391.0 $ 2,313.6
=================== =================
See accompanying notes to unaudited condensed consolidated financial statements.
(a) Share amounts have been retroactivity restated for the two-for-one stock split discussed in Note 13.
Ball Corporation and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
($ in millions)
Three Months Ended
------------------------------------------
March 31, 2002 April 1, 2001
------------------- ------------------
Cash flows from operating activities
Net earnings $ 27.5 $ 18.5
Noncash charges to net earnings:
Depreciation and amortization 35.7 38.3
Deferred income taxes 9.6 6.0
Other, net (7.5) (3.9)
Changes in working capital components (115.3) (199.5)
------------------- ------------------
Net cash used in operating activities (50.0) (140.6)
------------------- ------------------
Cash flows from investing activities
Additions to property, plant and equipment (30.0) (18.9)
Incentive loan receipts and other, net (9.1) 13.4
------------------- ------------------
Net cash used in investing activities (39.1) (5.5)
------------------- ------------------
Cash flows from financing activities
Long-term borrowings 85.0 145.0
Repayments of long-term borrowings (16.8) (13.0)
Change in short-term borrowings 7.9 44.8
Common dividends (5.1) (4.1)
Net proceeds from issuance of common stock under
various employee and shareholder plans 13.3 9.6
Acquisitions of treasury stock (56.4) (32.6)
Other, net - (1.2)
------------------- ------------------
Net cash provided by financing activities 27.9 148.5
------------------- ------------------
Net Change in Cash and Temporary Investments (61.2) 2.4
Cash and Temporary Investments - Beginning of Period 83.1 25.6
------------------- ------------------
Cash and Temporary Investments - End of Period $ 21.9 $ 28.0
=================== ==================
See accompanying notes to unaudited condensed consolidated financial statements.
Ball Corporation and Subsidiaries
March 31, 2002
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. General
The accompanying condensed consolidated financial statements include the accounts of Ball Corporation and its controlled affiliates
(collectively Ball, the company, we or our) and have been prepared by the company without audit. Certain information and footnote
disclosures, including significant accounting policies, normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted. 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 and disclosure of contingent assets and liabilities at the date of the financial statements, and reported
amounts of revenues and expenses during the reporting period. These estimates are based on historical experience and various other
assumptions believed to be reasonable under the circumstances. Actual results could differ from these estimates under different
assumptions and conditions. However, we believe that the financial statements reflect all adjustments, which are of a normal
recurring nature and are necessary for a fair statement of the results for the interim period.
Results of operations for the periods shown are not necessarily indicative of results for the year, particularly in view of the
seasonality in the packaging segment. We suggest that these unaudited condensed consolidated financial statements and accompanying
notes be read in conjunction with the consolidated financial statements and the notes thereto included in our company's latest
annual report.
Certain prior-year amounts have been reclassified in order to conform to the current-year presentation.
2. New Accounting Standards
In August 2001 the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," which supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This statement was effective for Ball beginning January 1, 2002.
There was no impact upon adoption of this standard.
The FASB recently issued SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets."
SFAS No. 141 requires that the purchase method be used for business combinations. Its provisions became effective for acquisitions
after June 30, 2001. SFAS No. 142 establishes accounting guidelines for intangible assets acquired outside of a business
combination. It also addresses how goodwill and other intangible assets are to be accounted for after initial recognition in the
financial statements. In general, goodwill and certain intangible assets will no longer be amortized but will be tested periodically
for impairment. Resulting write-downs, if any, will be recognized in the statement of earnings. This statement became effective for
Ball beginning January 1, 2002. We are evaluating the impact on the company's results from adopting SFAS No. 142. At this time, we
do not anticipate any impairment charges and 2002 net earnings are expected to improve by $8 million with the cessation of
amortization. The impact of not amortizing goodwill in the first three months of 2002 was four cents per diluted share and full-year
earnings are expected to increase by fifteen cents per diluted share.
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and SFAS No. 138, an amendment of SFAS 133, require
all derivatives to be recorded on the balance sheet at fair value and establish new accounting practices for hedge instruments. The
adoption of these statements, which became effective for Ball on January 1, 2001, has not had a significant impact on the company's
earnings or financial condition.
Summary of Business by Segment Three Months Ended
($ in millions) ---------------------------------------
March 31, 2002 April 1, 2001
---------------- -----------------
Net Sales
North American metal beverage $ 505.7 $ 504.1
North American metal food 131.3 133.9
North American plastic containers 81.0 64.4
International 35.3 50.3
---------------- -----------------
Total packaging 753.3 752.7
Aerospace and technologies 122.6 97.3
---------------- -----------------
Consolidated net sales $ 875.9 $ 850.0
================ =================
Operating Earnings
Packaging $ 55.8 $ 51.9
Aerospace and technologies 9.8 6.0
---------------- -----------------
Segment earnings before interest and taxes 65.6 57.9
Corporate undistributed expenses, net (8.4) (5.9)
---------------- -----------------
Earnings before interest and taxes 57.2 52.0
Interest expense (17.4) (24.3)
Provision for taxes on income (13.9) (9.7)
Minority interests (0.2) -
Equity in earnings of affiliates 1.8 0.5
---------------- -----------------
Consolidated net earnings $ 27.5 $ 18.5
================ =================
March 31, 2002 December 31, 2001
---------------- -----------------
Net Investment
Packaging $ 1,535.3 $ 1,508.5
Aerospace and technologies 196.6 190.5
---------------- -----------------
Segment net investment 1,731.9 1,699.0
Corporate net investment and eliminations (1,239.8) (1,194.9)
---------------- -----------------
Consolidated net equity $ 492.1 $ 504.1
================ =================
3. 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 in the unaudited condensed consolidated
financial statements.
Packaging
The packaging segment includes the manufacture and sale of metal container products used primarily in beverage and food packaging
and PET (polyethylene terephthalate) plastic container products used principally in beverage 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 defense systems, civil space systems and commercial space systems.
4. Business Consolidation Costs, Acquisitions and Other
In June 2001 Ball announced the reorganization of its PRC packaging business. As a part of the reorganization plan, we have exited
the general line metal can business and have closed one PRC beverage can plant. We are in the process of closing another PRC
beverage can plant and relocating production equipment. These remaining actions are expected to be completed during 2002. A
$237.7 million pretax charge ($185 million after tax and minority interest impact) was recorded in connection with this
reorganization. The charge was comprised of: (1) $90.3 million to write-down fixed assets and related spare parts held for sale to
net realizable value, including estimated cost to sell; (2) $64.4 million of goodwill to estimated recoverable amounts;
(3) $28.8 million for the acquisition of minority partner interests and write off of unrecoverable equity investments;
(4) $24 million of accounts receivable deemed uncollectible and inventories deemed unsalable, both as a direct result of the exit
plan; (5) $13 million of severance cost and other employee benefits and (6) $17.2 million of decommissioning costs, miscellaneous
taxes and other exit costs. Based on current estimates, positive cash flow of approximately $29 million, including tax recoveries,
is expected upon the completion of the reorganization plan.
Also in the second quarter of 2001, we ceased operations in two commercial developmental product lines in our aerospace and
technologies segment. A pretax charge of $16 million ($9.7 million after tax) was recorded in the second quarter of 2001. The
charge was comprised of: (1) $10 million of accounts receivable deemed uncollectible and inventories deemed unsalable, both as a
direct result of the exit plan; (2) $2 million to write-down fixed assets held for sale to net realizable value, including estimated
costs to sell; (3) $3.6 million of decommissioning and other exit costs and (4) $0.4 million of severance and other employee benefit
costs.
In November 2001 Ball announced the closure of its Moultrie, Georgia, plant to address overcapacity in the aluminum beverage
can industry in North America. The plant was closed in December and the company recorded a pre-tax charge of $24.7 million
($15 million after tax). The charge included: (1) $15.8 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) $4.7 million for severance
and other employee benefit costs; (3) $3.2 million for other assets and decommissioning costs; and (4) $1 million for contractual
pension and retirement obligations which have been included in the appropriate liability accounts. Based on current estimates,
positive cash flow of approximately $4 million, including tax recoveries, is expected upon completion of the plant closure. This
charge was offset in part by the reversal of $7.2 million ($4.5 million after tax) of the June 2001 restructuring charge, primarily
due to original estimates exceeding net actual costs as activities are concluded.
Severance and other benefit costs are associated with the termination of 1,592 employees, primarily manufacturing and administrative
personnel substantially all of who have been terminated. The carrying value of fixed assets remaining for sale in connection with
the 2001 charges is $1.1 million.
The following table summarizes the activity related to the 2001 restructuring and plant closing costs during 2002:
($ in millions) Pension/ Other
Employee Assets/
Costs Costs Total
----------- --------- ----------
Balance at December 31, 2001 $ 8.7 $ 16.6 $ 25.3
Payments (2.7) (3.2) (5.9)
----------- --------- ----------
Balance at March 31, 2002 $ 6.0 $ 13.4 $ 19.4
=========== ========= ==========
In the second quarter of 2000, the company recorded an $83.4 million pre-tax charge ($55 million after-tax, minority interests and
equity earnings impact) for packaging business consolidation and investment exit activities in North America and the PRC. The
carrying value of fixed assets remaining for sale in connection with the 2000 business exit activities, as well as the remaining
integration activities related to a 1998 acquisition, was approximately $6.1 million at March 31, 2002. The remaining accrued
employee severance and other exit costs at March 31, 2002, were less than $1 million.
Subsequent changes to the estimated costs of the 2001 and 2000 business consolidation activities, if any, will be included in
current-period earnings.
5. Acquisition
On December 28, 2001, Ball acquired substantially all of the assets of Wis-Pak Plastics, Inc. (Wis-Pak) for approximately $27.5
million. Additional payments of up to $10 million in total, including interest, are contingent upon the future performance of the
acquired business through 2006. The contingent purchase price component will be recognized as the performance levels are achieved.
Under the acquisition agreement, Ball entered into a ten-year agreement to supply 100 percent of Wis-Pak's annual PET container
requirements, which are currently 550 million containers. The acquisition is not significant to the packaging segment's financial
statements.
Subsequent increases in actual costs, if any, associated with the company's acquisitions will be included in current-period earnings
while subsequent decreases, if any, will result in a reduction in goodwill.
6. Inventories
($ in millions) March 31, 2002 December 31, 2001
---------------- ------------------
Raw materials and supplies $ 152.5 $ 148.9
Work in process and finished goods 353.8 300.4
---------------- ------------------
$ 506.3 $ 449.3
================ ==================
7. Property, Plant and Equipment
($ in millions) March 31, 2002 December 31, 2001
---------------- ------------------
Land $ 48.9 $ 49.5
Buildings 463.7 456.8
Machinery and equipment 1,406.5 1,398.5
---------------- ------------------
1,919.1 1,904.8
Accumulated depreciation (1,013.2) (1,000.4)
---------------- ------------------
$ 905.9 $ 904.4
================ ==================
Depreciation expense amounted to $34.8 million and $34.3 million for the three-month periods ended March 31, 2002, and April 1,
2001, respectively.
8. Goodwill, Intangibles and Other Assets
($ in millions) March 31, 2002 December 31, 2001
---------------- ------------------
Goodwill (net of accumulated amortization of $65.2 at
March 31, 2002, and $65.2 at December 31, 2001) $ 348.9 $ 357.8
Prepaid pension 100.7 101.0
Investments in affiliates 75.2 68.8
Intangibles (net of accumulated amortization of $12.8 at
March 31, 2002, and $11.9 at December 31, 2001) 15.2 10.8
Other 84.0 77.3
---------------- ------------------
$ 624.0 $ 615.7
================ ==================
The change in goodwill relates to changes in the goodwill balance related to the Wis-Pak acquisition on December 28, 2001. Total
amortization expense amounted to $0.9 million and $4.0 million for the three-month periods ended March 31, 2002, and April 1, 2001,
respectively, of which $2.9 million related to the amortization of goodwill in the period ended April 1, 2001. Total annual
intangible asset amortization expense will be approximately $3 to $4 million per year for the next five years.
The following table summarizes the earnings and per share impact of not amortizing goodwill for the first three months of 2002 and
2001.
March 31, Basic Diluted April 1, Basic Diluted
2002 EPS EPS 2001 EPS EPS
---------- ---------- ---------- ---------- ---------- ----------
Net earnings $ 27.5 $ 0.49 $ 0.48 $ 18.5 $ 0.33 $ 0.31
Goodwill amortization, net of tax - - - 2.5 0.05 0.04
---------- ---------- ---------- ---------- ---------- ----------
Adjusted net earnings $ 27.5 $ 0.49 $ 0.48 $ 21.0 $ 0.38 $ 0.35
========== ========== ========== ========== ========== ==========
9. Debt and Receivables Sales Agreement
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 March 31, 2002, approximately $509.3 million
was available under the revolving credit facility portion of the Senior Credit Facility.
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 and contain certain covenants and restrictions
including, among other things, limits on the incurrence of additional indebtedness and limits on the amount of restricted payments,
such as dividends and share repurchases. Exhibit 20.1 contains condensed, consolidating financial information for the company,
segregating the guarantor subsidiaries and non-guarantor subsidiaries. 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.
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
March 31, 2002, and April 1, 2001. Fees incurred in connection with the sale of accounts receivable totaled $0.7 million for the
first quarter of 2002 and $1.8 for the same period in 2001.
The company was not in default of any loan agreement at March 31, 2002, and has met all payment obligations.
10. Shareholders' Equity
Accumulated other comprehensive loss of $35.5 million at March 31, 2002, and $43.7 million at December 31, 2001, includes the
cumulative effect of foreign currency translation, additional minimum pension liability and unrealized gains and losses on
derivative instruments receiving cash flow hedge accounting treatment.
The following table summarizes total comprehensive earnings for the first quarters of 2002 and 2001:
Three Months Ended
------------------------------------
($ in millions) March 31, 2002 April 1, 2001
---------------- -----------------
Comprehensive Earnings
Net earnings $ 27.5 $ 18.5
Foreign currency translation adjustment 0.6 (4.3)
Effective financial derivatives 7.6 0.0
Minimum pension liability (net of tax) (0.0) (0.3)
---------------- -----------------
Comprehensive earnings $ 35.7 $ 13.9
================ =================
The company adopted a deposit share program in March 2001 that, by matching purchased shares with restricted shares, encourages
certain senior management employees and outside directors to invest in Ball stock. Participants have until March 2003 to acquire
shares in order to receive the matching restricted share grants. Restrictions on the matching shares lapse at the end of four years
from date of grant, or earlier if established share ownership guidelines are met, assuming the qualifying purchased shares are not
sold or transferred prior to that time. There are a total of 562,000 shares available for grant under this program, of which 383,747
have been granted as of March 31, 2002. This plan is accounted for as a variable plan where expense is recorded based upon the
current market price of the company's common stock until restrictions lapse. The company recorded $1.5 million and $0.2 million of
expense in connection with this program in the first three months of 2002 and 2001, respectively.
11. Earnings Per Share
The following table provides additional information on the computation of earnings per share amounts:
($ in millions, except Three Months Ended
per share amounts) ---------------------------------------
March 31, 2002 April 1, 2001
------------------ -----------------
Earnings per Common Share
Net earnings $ 27.5 $ 18.5
Preferred dividends, net of tax - (0.6)
------------------ -----------------
Earnings attributable to common shareholders $ 27.5 $ 17.9
================== =================
Weighted average common shares (000s) 56,552 54,658
================== =================
Earnings per common share $ 0.49 $ 0.33
================== =================
Diluted Earnings per Share
Net earnings 27.5 18.5
Adjustment for deemed ESOP cash contribution in
lieu of the ESOP Preferred dividend - (0.5)
------------------ -----------------
Earnings attributable to common shareholders $ 27.5 $ 18.0
================== =================
Weighted average common shares (000s) 56,552 54,658
Effect of dilutive stock options 1,193 714
Common shares issuable upon conversion of
the ESOP Preferred stock 0 3,344
------------------ -----------------
Weighted average shares applicable
to diluted earnings per share 57,745 58,716
================== =================
Diluted earnings per share $ 0.48 $ 0.31
================== =================
12. 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.
13. Stock Split
On January 23, 2002, the company's Board of Directors declared a two-for-one split of our stock, increased the quarterly dividend
and authorized the repurchase of additional common shares. The stock split was effective February 22, 2002, for all shareholders of
record on February 1, 2002. As a result of the stock split, all amounts related to earnings, options and outstanding shares have
been retroactively restated as if the split had occurred as of January 1, 2001.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis should be read in conjunction with the unaudited condensed 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 the manufacture and sale of metal containers used primarily in beverage and food packaging and PET
(polyethylene terephthalate) plastic containers used principally in beverage 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. Packaging segment sales in the first quarter of 2002
were consistent with 2001. Operating margins improved from 6.9% for the first three months of 2001 to 7.4% for the same period in
2002 as a result of improved operating results in China largely due to the company's restructuring actions taken in 2001 and our
PET operating results.
North American metal beverage container sales, which represented approximately 67 percent of segment sales in the first quarter of
2002, were consistent with the first quarter of 2001. Operating margins were lower due to higher cost inventories related to
planned production curtailments taken during 2001 sold in the first quarter partially offset by improved sales prices. Operating
margins are expected to improve throughout 2002 with lower manufacturing costs due to plants operating at near full capacity and
continued improved sales prices.
We signed an agreement with Coors Brewing Company (Coors) for the manufacture and supply of essentially all of approximately
4.5 billion beverage cans and ends used by Coors annually of which approximately 3.5 to 3.6 billion will be produced in the joint
venture plant and 900 million to 1.0 billion will be manufactured at our 100% owned facilities. Through a 50/50 joint venture, which
is accounted for as an equity investment, Ball and Coors operate Coors' existing can and end facilities in Golden, Colorado. The
joint venture and supply agreements commenced in January 2002 and had a minimal impact on first quarter results.
North American metal food container sales, which comprised approximately 17 percent of segment sales in 2002, were essentially flat
compared to those in the first quarter of 2001 which were at record first quarter levels.
Plastic container sales, approximately 11 percent of segment sales in 2002, increased and were approximately 26 percent higher
compared to the same period in 2001. The increased sales were driven by internal growth as well as the company's acquisition of
Wis-Pak in December 2001. Operating margins improved with lower energy, freight and warehousing costs. Plastic bottle sales are
predominantly to water and carbonated soft drink customers.
Sales were lower in the PRC due to the sale of general line business and other PRC restructuring efforts in the second half of 2001.
However, operating margins improved due to the business consolidation actions taken there during 2001.
Aerospace and Technologies Segment
Sales in the aerospace and technologies segment were 26 percent higher for the first quarter, compared to the same period in 2001.
The improvement in operating earnings for the first three months compared to the same period in 2001 was primarily the result of the
strong sales, which were driven by growth in our U.S. government business, and by the disposition of two unprofitable aerospace
product lines in 2001. Backlog at the end of the first quarter of 2002 was approximately $401 million compared to a backlog of
$431 million at the end of 2001. Year-to-year comparisons of backlog are not necessarily indicative of the trend of future
operations.
For additional information on our segment operations, see the Summary of Business by Segment in Note 3 accompanying the consolidated
financial statements included within Item 1.
Interest and Taxes
Consolidated interest expense for the first quarter was $17.4 million compared to $24.3 million in 2001. Lower interest costs were
attributable to lower interest rates and borrowings in 2002. The company's consolidated average borrowing rate decreased to 6.3%
for first three months of 2002 versus 7.7% in the first three months of 2001. The effective income tax rates for 2002 and 2001,
were both approximately 35 percent.
Results of Equity Affiliates
Equity in the net results of affiliates is largely attributable to our 50 percent ownership investment in Brazil and, to a lesser
extent, our minority owned investments in the PRC and Thailand, the company's food joint venture with Conagra Foods and an aerospace
business. Results were earnings of $1.8 million in the first three months of 2002, compared to earnings of $0.5 million for the
same period in 2001. Earnings improvements were seen in all equity affiliates year over year.
Other Items
We took a number of actions in 2001 to address overcapacity in the industries in which we operate and to improve production
efficiencies. In the first quarter of 2001, we began an extensive review of options available to us in connection with our
investment in the PRC. Based upon that review, we announced in June 2001 a plan to exit the general line metal can business in the
PRC and to further reduce our PRC beverage can manufacturing capacity by closing two plants. We have since sold the general line
business, closed one beverage can plant and are in the process of closing the second. Based on current estimates, positive cash flow
of approximately $29 million, including tax recoveries, is expected upon the completion of this reorganization plan. Also in June
2001, we ceased operations in two commercial developmental product lines in our aerospace and technologies business. In mid-December
2001 we closed our Moultrie, Georgia, beverage can plant. To affect these actions, pre-tax charges totaling $271.2 million were
recorded in 2001.
The charges recorded were based on the estimates of Ball management and actuaries and other third parties and were developed from
information available at the time. Actual outcomes may vary from the estimates, and, as required, changes, if any, have been or will
be reflected in current period earnings or as a reduction of goodwill. Additional details about our business consolidation and
acquisition-related activities and associated costs are provided in Note 4 accompanying the consolidated financial statements.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Cash used in operations for the first quarter was $50 million, a significant improvement over the $141 million used during the same
period in 2001. The improvement in 2002 reflected planned inventory reductions, a decrease in refundable income taxes, included in
working capital, which are in part expected to be realized in 2002, partially offset by the larger seasonal increase in accounts
receivable. Capital spending of $30.0 million in the first three months of 2002 was below depreciation expense of $34.8 million. We
expect capital spending to be $160 million or less for the year.
Total debt increased to $1,138.3 million at March 31, 2002, compared to $1,064.1 million at December 31, 2001, partially the result
of the seasonal working capital increase discussed above and the repurchase of our common shares. The debt-to-total capitalization
ratio was 69 percent at March 31, 2002, compared to 67 percent at December 31, 2001. At March 31, 2002, approximately $509.3 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 $85 million at the end of the first quarter,
of which $41 million was outstanding.
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
March 31, 2002, and April 1, 2001.
The company was not in default of any loan agreement at March 31, 2002, and has met all payment obligations.
Additional details about the company's debt and receivables sales agreement are available in Note 9 accompanying the consolidated
financial statements included within Item 1.
CONTINGENCIES
Details about the company's contingencies are available in Note 12 accompanying the consolidated financial statements included
within Item 1.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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 manage our commodity price risk in connection with market price fluctuations of aluminum primarily by entering into can and end
sales contracts, 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 as cash flow hedges
of commodity price risk. Outstanding contracts at the end of the first quarter expire in less than one year and up to three years.
Included in shareholders' equity at March 31, 2002, within accumulated other comprehensive loss, is approximately $0.6 million of
net gain associated with these contracts of which $6 million of loss is expected to be recognized in the consolidated statement of
earnings during the remainder of 2002 that will be offset by higher revenue from fixed price sales contracts.
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. We manage this primarily through the use of cash flow hedges and, at times,
derivatives that limit the cash flow impact but not necessarily the earnings impact in cases where they do not qualify for favorable
accounting treatment. 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 March 31, 2002, included pay-floating and pay-fixed
interest rate swaps 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. 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. Approximately
$0.9 million of loss associated with these contracts is included in other accumulated comprehensive loss at March 31, 2002 all of
which is expected to be recognized in the consolidated statement of earnings during the remainder of 2002.
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 through the use of cash flow hedges. 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 in our global operations as a result of maintaining U.S. dollar debt and payables in
these foreign countries. We 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. Contracts
outstanding at the end of the first quarter expire in less than one year and their fair value was not significant.
In connection with the company's ongoing share repurchase program, from time to time 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 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 our 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. At March 31, 2002, there were put option contracts outstanding for 375,000 shares at an average price of $30.77
per share. Also in connection with the ongoing share repurchase program, in 2001 we entered into a forward share repurchase
agreement to purchase shares of the company's common stock. In January 2002, we purchased 736,800 shares under this agreement at
an average price of $33.58 per share. We also entered into a share repurchase agreement during 2000 under which we purchased the
remaining 1,021,000 shares in January 2001 at an average price of $17.58 per share.
Effective January 1, 2001, we adopted Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities," and SFAS No. 138, an amendment of SFAS No. 133. These statements establish accounting and
reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for
hedging activities. All derivative instruments, whether designated in hedging relationships or not, are required to be recorded on
the balance sheet at fair value. The effective portions of changes in the fair value of derivative instruments designated as cash
flow hedges are recorded in other comprehensive earnings and are recognized in earnings when the hedged item affects earnings.
Ineffective portions of changes in the fair value of cash flow hedges are recognized in current period earnings. The adoption of
this standard did not have a significant impact on the company's earnings or financial position.
The company has estimated its 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 analyses as of March 31, 2002, did not differ materially from the amounts reported as of December 31, 2001. Actual
changes in market prices or rates may differ from hypothetical changes.
FORWARD-LOOKING STATEMENTS
The company has made or implied certain forward-looking statements in this quarterly report. These forward-looking statements
represent the company's goals and could vary materially from those expressed or implied. Some factors that could cause the
company's 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; product introductions; insufficient production capacity; overcapacity in
foreign and domestic metal and plastic container industry production facilities and its impact on pricing and financial results;
lack of productivity improvement or production cost reductions; the weather; vegetable and fishing yields; power and natural
resource costs; difficulty in obtaining supplies and energy, such as gas and electric power; shortages in and pricing of raw
materials; changes in the pricing of the company's products and services; competition in pricing and the possible decrease in, or
loss of, sales resulting therefrom; loss of profitability and plant closures; insufficient or reduced cash flow; transportation
costs; the inability to continue the purchase of the company's common shares; the ability to obtain adequate credit resources for
foreseeable financing requirements of the company's businesses and to satisfy the resulting credit obligations; regulatory action;
federal and state legislation; increases in interest rates; labor strikes; increases in various employee benefits and labor costs;
boycotts; litigation involving antitrust; intellectual property, consumer and other issues; maintenance and capital expenditures;
goodwill impairment; local economic conditions; the authorization, funding and availability of government contracts and the nature
and continuation of those contracts and related services provided thereunder; international business and market risks such as the
devaluation of international currencies; terrorist activity or war that disrupts the company's production or supply, or pricing of
raw materials used in the production of the company's goods and services, and/or disrupts the ability of the company to obtain
adequate credit resources for the foreseeable financing requirements of the company's businesses' and successful or unsuccessful
acquisitions, joint ventures or divestitures. If the company is unable to achieve its goals, then the company's actual performance
could vary materially from those goals expressed in the forward-looking statements.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There were no events required to be reported under Item 1 for the quarter ending March 31, 2002.
Item 2. Changes in Securities
There were no events required to be reported under Item 2 for the quarter ended March 31, 2002.
Item 3. Defaults Upon Senior Securities
There were no events required to be reported under Item 3 for the quarter ended March 31, 2002.
Item 4. Submission of Matters to a Vote of Security Holders
There were no events required to be reported under Item 4 for the quarter ended March 31, 2002.
Item 5. Other Information
There were no events required to be reported under Item 5 for the quarter ended March 31, 2002.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.ii Bylaws of Ball Corporation as amended on April 24, 2002
20.1 Subsidiary Guarantees of Debt
99.1 Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995, as amended
(b) Reports on Form 8-K
There were no Current Reports on Form 8-K filed during the quarter ended March 31, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Ball Corporation
(Registrant)
By: /s/ Raymond J. Seabrook
Raymond J. Seabrook
Senior Vice President and
Chief Financial Officer
Date: May 15, 2002
Ball Corporation and Subsidiaries
QUARTERLY REPORT ON FORM 10-Q
March 31, 2002
EXHIBIT INDEX
Description Exhibit
Bylaws of Ball Corporation as amended on April 24, 2002 (Filed herewith) EX-3.ii
Subsidiary Guarantees of Debt (Filed herewith.) EX-20.1
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995,
as amended (Filed herewith.) EX-99.1