May 7, 2009 - SUBSIDIARY GUARANTEES OF DEBT - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

Exhibit 20

Subsidiary Guarantees of Debt

The company’s notes payable and senior credit facilities are guaranteed on a full, unconditional and joint and several basis by certain of the company’s wholly owned domestic subsidiaries. The senior credit facilities are secured by: (1) a pledge of 100 percent of the stock owned by the company in its material 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 foreign subsidiary.

The following is unaudited condensed consolidating financial information for the company, segregating the guarantor subsidiaries and non-guarantor subsidiaries, as of March 29, 2009, and December 31, 2008, and for the three months ended March 29, 2009, and March 30, 2008. 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.

	UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
	For the Three Months Ended March 29, 2009
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total

Net sales	$	–		$	1,148.7		$	436.9		$	–		$	1,585.6

Costs and expenses
Cost of sales (excluding depreciation and amortization)		–			952.9			359.6			–			1,312.5
Depreciation and amortization		0.8			41.1			24.8			–			66.7
Selling, general and administrative		9.8			45.1			20.3			–			75.2
Business consolidation costs		–			5.0			–			–			5.0
Equity in results of subsidiaries		(68.4	)		–			–			68.4			–
Intercompany license fees		(17.9	)		17.3			0.6			–			–
		(75.7	)		1,061.4			405.3			68.4			1,459.4

Earnings (loss) before interest and taxes		75.7			87.3			31.6			(68.4	)		126.2
Interest expense		(6.6	)		(11.2	)		(8.0	)		–			(25.8	)
Earnings (loss) before taxes		69.1			76.1			23.6			(68.4	)		100.4
Tax provision		0.5			(26.6	)		(2.0	)		–			(28.1	)
Equity in results of affiliates		–			0.4			(3.1	)		–			(2.7	)
Net earnings (loss)		69.6			49.9			18.5			(68.4	)		69.6
Less net earnings attributable to noncontrolling interests		–			–			(0.1	)		–			(0.1	)
Net earnings (loss) attributable to Ball Corporation	$	69.6		$	49.9		$	18.4		$	(68.4	)	$	69.5

Page 1 of 6

	UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
	For the Three Months Ended March 30, 2008
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total

Net sales	$	–		$	1,246.2		$	515.9		$	(21.9	)	$	1,740.2

Costs and expenses
Cost of sales (excluding depreciation and amortization)		–			1,052.9			406.7			(21.9	)		1,437.7
Depreciation and amortization		0.8			46.0			27.8			–			74.6
Selling, general and administrative		11.4			48.7			21.5			–			81.6
Gain on sale of subsidiary		–			(7.1	)		–			–			(7.1	)
Equity in results of subsidiaries		(87.1	)		–			–			87.1			–
Intercompany license fees		(16.7	)		15.9			0.8			–			–
		(91.6	)		1,156.4			456.8			65.2			1,586.8

Earnings (loss) before interest and taxes		91.6			89.8			59.1			(87.1	)		153.4
Interest expense		(12.5	)		(10.6	)		(13.1	)		–			(36.2	)
Earnings (loss) before taxes		79.1			79.2			46.0			(87.1	)		117.2
Tax provision		4.8			(31.5	)		(10.5	)		–			(37.2	)
Equity in results of affiliates		–			0.4			3.5			–			3.9
Net earnings (loss)		83.9			48.1			39.0			(87.1	)		83.9
Less net earnings attributable to noncontrolling interests		–			–			(0.1	)		–			(0.1	)
Net earnings (loss) attributable to Ball Corporation	$	83.9		$	48.1		$	38.9		$	(87.1	)	$	83.8

Page 2 of 6

	UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
	March 29, 2009
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	11.3		$	(0.1	)	$	41.9		$	–		$	53.1
Receivables, net		1.6			153.2			536.7			–			691.5
Inventories, net		–			795.7			287.5			–			1,083.2
Cash collateral – receivable		–			100.6			81.3			–			181.9
Current derivative contracts		3.4			182.3			19.4			–			205.1
Current deferred taxes and other current assets		(0.7	)		71.3			41.0			–			111.6
Total current assets		15.6			1,303.0			1,007.8			–			2,326.4

Property, plant and equipment, net		22.6			995.5			795.7			–			1,813.8
Investment in subsidiaries		2,305.3			289.7			81.0			(2,676.0	)		–
Goodwill		–			740.2			1,037.3			–			1,777.5
Noncurrent derivative contracts		0.2			128.5			8.5			–			137.2
Intangibles and other assets, net		149.9			105.1			114.7			–			369.7
Total assets	$	2,493.6		$	3,562.0		$	3,045.0		$	(2,676.0	)	$	6,424.6

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term debt and current portion of long-term debt	$	62.5		$	1.9		$	237.9		$	–		$	302.3
Accounts payable		54.2			391.1			236.2			–			681.5
Accrued employee costs		13.3			130.4			51.2			–			194.9
Income taxes payable and current deferred taxes		18.8			14.4			(2.5	)		–			30.7
Cash collateral – liability		–			98.1			–			–			98.1
Current derivative contracts		1.3			131.4			86.2			–			218.9
Other current liabilities		33.2			98.8			39.2			–			171.2
Total current liabilities		183.3			866.1			648.2			–			1,697.6

Long-term debt		1,575.1			5.8			776.2			–			2,357.1
Intercompany borrowings		(562.7	)		365.8			196.9			–			–
Employee benefit obligations		176.7			433.8			339.4			–			949.9
Noncurrent derivative contracts		–			128.4			63.2			–			191.6
Deferred taxes and other liabilities		10.9			15.5			90.0			–			116.4
Total liabilities		1,383.3			1,815.4			2,113.9			–			5,312.6

Shareholders’ equity
Convertible preferred stock		–			–			4.8			(4.8	)		–
Preferred shareholders’ equity		–			–			4.8			(4.8	)		–

Common stock		795.6			819.5			487.0			(1,306.5	)		795.6
Retained earnings		2,107.1			1,134.6			432.0			(1,566.6	)		2,107.1
Accumulated other comprehensive earnings (loss)		(232.0	)		(207.5	)		5.6			201.9			(232.0	)
Treasury stock, at cost		(1,560.4	)		–			–			–			(1,560.4	)
Common shareholders’ equity		1,110.3			1,746.6			924.6			(2,671.2	)		1,110.3
Total Ball Corporation shareholders’ equity		1,110.3			1,746.6			929.4			(2,676.0	)		1,110.3
Noncontrolling interests		–			–			1.7			–			1.7
Total shareholders’ equity		1,110.3			1,746.6			931.1			(2,676.0	)		1,112.0
Total liabilities and shareholders’ equity	$	2,493.6		$	3,562.0		$	3,045.0		$	(2,676.0	)	$	6,424.6

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	CONDENSED CONSOLIDATING BALANCE SHEET
	December 31, 2008
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	90.2		$	(0.1	)	$	37.3		$	–		$	127.4
Receivables, net		0.5			145.7			361.7			–			507.9
Inventories, net		–			677.5			296.7			–			974.2
Cash collateral – receivable		–			123.2			106.3			–			229.5
Current derivative contracts		4.8			176.6			15.6			–			197.0
Current deferred taxes and other current assets		(1.1	)		79.7			50.7			–			129.3
Total current assets		94.4			1,202.6			868.3			–			2,165.3

Property, plant and equipment, net		23.2			1,012.8			830.9			–			1,866.9
Investment in subsidiaries		2,286.1			289.7			81.0			(2,656.8	)		–
Goodwill		–			740.2			1,085.3			–			1,825.5
Noncurrent derivative contracts		0.2			131.5			7.3			–			139.0
Intangibles and other assets, net		150.3			102.6			119.1			–			372.0
Total assets	$	2,554.2		$	3,479.4		$	2,991.9		$	(2,656.8	)	$	6,368.7

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term debt and current portion of long-term debt	$	62.5		$	1.8		$	238.7		$	–		$	303.0
Accounts payable		50.8			422.7			290.2			–			763.7
Accrued employee costs		3.7			175.0			54.0			–			232.7
Income taxes payable and current deferred taxes		21.5			(5.8	)		(6.8	)		–			8.9
Cash collateral – liability		–			124.0			–			–			124.0
Current derivative contracts		2.9			162.9			102.6			–			268.4
Other current liabilities		27.1			102.0			32.6			–			161.7
Total current liabilities		168.5			982.6			711.3			–			1,862.4

Long-term debt		1,340.5			7.7			758.9			–			2,107.1
Intercompany borrowings		(245.3	)		217.7			27.6			–			–
Employee benefit obligations		193.8			430.0			357.6			–			981.4
Noncurrent derivative contracts		0.3			131.7			57.7			–			189.7
Deferred taxes and other liabilities		10.6			15.7			114.5			–			140.8
Total liabilities		1,468.4			1,785.4			2,027.6			–			5,281.4

Shareholders’ equity
Convertible preferred stock		–			–			4.8			(4.8	)		–
Preferred shareholders’ equity		–			–			4.8			(4.8	)		–

Common stock		788.0			820.9			485.5			(1,306.4	)		788.0
Retained earnings		2,047.1			1,084.7			413.7			(1,498.4	)		2,047.1
Accumulated other comprehensive earnings (loss)		(182.5	)		(211.6	)		58.8			152.8			(182.5	)
Treasury stock, at cost		(1,566.8	)		–			–			–			(1,566.8	)
Common shareholders’ equity		1,085.8			1,694.0			958.0			(2,652.0	)		1,085.8
Total Ball Corporation shareholders’ equity		1,085.8			1,694.0			962.8			(2,656.8	)		1,085.8
Noncontrolling interests		–			–			1.5			–			1.5
Total shareholders’ equity		1,085.8			1,694.0			964.3			(2,656.8	)		1,087.3
Total liabilities and shareholders’ equity	$	2,554.2		$	3,479.4		$	2,991.9		$	(2,656.8	)	$	6,368.7

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	UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
	For the Three Months Ended March 29, 2009
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total

Cash flows from operating activities
Net earnings (loss)	$	69.6		$	49.9		$	18.5		$	(68.4	)	$	69.6
Adjustments to reconcile net earnings to cash used in operating activities:
Depreciation and amortization		0.8			41.1			24.8			–			66.7
Business consolidation costs		–			5.0			–			–			5.0
Deferred taxes		0.5			5.8			(10.8	)		–			(4.5	)
Equity earnings of subsidiaries		(68.4	)		–			–			68.4			–
Other, net		9.1			6.1			(7.8	)		–			7.4
Working capital changes, net		(5.8	)		(221.0	)		(225.2	)		–			(452.0	)
Cash provided by (used in) operating activities		5.8			(113.1	)		(200.5	)		–			(307.8	)

Cash flows from investing activities
Additions to property, plant and equipment		(0.3	)		(26.4	)		(41.1	)		–			(67.8	)
Cash collateral, net		–			(3.3	)		25.0			–			21.7
Investments in and advances to affiliates		(318.3	)		146.8			171.5			–			–
Other, net		1.2			(2.1	)		(0.2	)		–			(1.1	)
Cash provided by (used in) investing activities		(317.4	)		115.0			155.2			–			(47.2	)

Cash flows from financing activities
Long-term borrowings		310.4			–			83.9			–			394.3
Repayments of long-term borrowings		(75.7	)		(1.9	)		(39.1	)		–			(116.7	)
Change in short-term borrowings		–			–			8.3			–			8.3
Proceeds from issuances of common stock		6.0			–			–			–			6.0
Acquisitions of treasury stock		(1.1	)		–			–			–			(1.1	)
Common dividends		(9.3	)		–			–			–			(9.3	)
Other, net		2.4			–			–			–			2.4
Cash provided by (used in) financing activities		232.7			(1.9	)		53.1			–			283.9

Effect of exchange rate changes on cash		–			–			(3.2	)		–			(3.2	)

Change in cash and cash equivalents		(78.9	)		–			4.6			–			(74.3	)
Cash and cash equivalents – beginning of period		90.2			(0.1	)		37.3			–			127.4
Cash and cash equivalents – end of period	$	11.3		$	(0.1	)	$	41.9		$	–		$	53.1

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	UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
	For the Three Months Ended March 30, 2008
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total

Cash flows from operating activities
Net earnings (loss)	$	83.9		$	48.1		$	39.0		$	(87.1	)	$	83.9
Adjustments to reconcile net earnings to cash used in operating activities:
Depreciation and amortization		0.8			46.0			27.8			–			74.6
Gain on sale of subsidiary		–			(7.1	)		–			–			(7.1	)
Legal settlement		–			(70.3	)		–			–			(70.3	)
Deferred taxes		(0.1	)		2.1			(7.1	)		–			(5.1	)
Equity earnings of subsidiaries		(87.1	)		–			–			87.1			–
Other, net		4.9			5.4			(28.5	)		–			(18.2	)
Working capital changes, net		(45.9	)		(95.2	)		(131.3	)		–			(272.4	)
Cash used in operating activities		(43.5	)		(71.0	)		(100.1	)		–			(214.6	)

Cash flows from investing activities
Additions to property, plant and equipment		(0.8	)		(40.8	)		(32.9	)		–			(74.5	)
Proceeds from sale of subsidiary, net		–			8.7			–			–			8.7
Investments in and advances to affiliates		(111.1	)		103.4			7.7			–			–
Other, net		(2.8	)		–			0.5			–			(2.3	)
Cash provided by (used in) investing activities		(114.7	)		71.3			(24.7	)		–			(68.1	)

Cash flows from financing activities
Long-term borrowings		270.0			–			0.7			–			270.7
Repayments of long-term borrowings		(30.0	)		(2.2	)		(0.1	)		–			(32.3	)
Change in short-term borrowings		(0.5	)		–			114.2			–			113.7
Proceeds from issuances of common stock		6.4			–			–			–			6.4
Acquisitions of treasury stock		(131.5	)		–			–			–			(131.5	)
Common dividends		(9.6	)		–			–			–			(9.6	)
Other, net		0.4			–			–			–			0.4
Cash provided by (used in) financing activities		105.2			(2.2	)		114.8			–			217.8

Effect of exchange rate changes on cash		–			–			3.2			–			3.2

Change in cash and cash equivalents		(53.0	)		(1.9	)		(6.8	)		–			(61.7	)
Cash and cash equivalents – beginning of period		70.1			1.9			79.6			–			151.6
Cash and cash equivalents – end of period	$	17.1		$	–		$	72.8		$	–		$	89.9

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Form: 10-Q

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