10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on August 2, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number
BALL CORPORATION
State of (State or other jurisdiction of incorporation or |
(I.R.S. Employer Identification No.) |
(Address of registrant’s principal executive office) |
(Zip Code) |
Registrant’s telephone number, including area code:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date, and the securities registered pursuant to section 12(b) of the Act:
Class |
Trading Symbol |
Name of Exchange |
Outstanding at July 31, 2019 |
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ◻ |
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Non-accelerated filer ◻ |
Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Ball Corporation
QUARTERLY REPORT ON FORM 10-Q
For the period ended June 30, 2019
INDEX
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
BALL CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
Three Months Ended June 30, |
Six Months Ended June 30, |
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($ in millions, except per share amounts) |
2019 |
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2018 |
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2019 |
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2018 |
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Net sales |
$ |
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$ |
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$ |
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$ |
|
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Costs and expenses |
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Cost of sales (excluding depreciation and amortization) |
( |
( |
( |
( |
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Depreciation and amortization |
( |
( |
( |
( |
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Selling, general and administrative |
( |
( |
( |
( |
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Business consolidation and other activities |
— |
( |
( |
( |
||||||||
( |
( |
( |
( |
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Earnings before interest and taxes |
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|
|
|
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Interest expense |
( |
( |
( |
( |
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Debt refinancing and other costs |
— |
— |
( |
( |
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Total interest expense |
( |
( |
( |
( |
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Earnings before taxes |
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|
|
|
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Tax (provision) benefit |
( |
( |
( |
( |
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Equity in results of affiliates, net of tax |
|
— |
( |
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Net earnings |
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|
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|
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Net (earnings) loss attributable to noncontrolling interests |
— |
( |
— |
( |
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Net earnings attributable to Ball Corporation |
$ |
|
$ |
|
$ |
|
$ |
|
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Earnings per share: |
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Basic |
$ |
|
$ |
|
$ |
|
$ |
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Diluted |
$ |
|
$ |
|
$ |
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$ |
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Weighted average shares outstanding: (000s) |
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Basic |
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Diluted |
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See accompanying notes to the unaudited condensed consolidated financial statements.
1
BALL CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)
Three Months Ended June 30, |
Six Months Ended June 30, |
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($ in millions) |
|
2019 |
|
2018 |
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2019 |
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2018 |
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Net earnings |
$ |
|
$ |
|
$ |
|
$ |
|
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Other comprehensive earnings (loss): |
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Foreign currency translation adjustment |
|
( |
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( |
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Pension and other postretirement benefits |
( |
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Derivatives designated as hedges |
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|
( |
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Total other comprehensive earnings (loss) |
( |
( |
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( |
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Income tax (provision) benefit |
|
( |
( |
— |
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Total other comprehensive earnings (loss), net of tax |
( |
( |
|
( |
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Total comprehensive earnings (loss) |
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|
|
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Comprehensive (earnings) loss attributable to noncontrolling interests |
— |
( |
— |
( |
||||||||
Comprehensive earnings (loss) attributable to Ball Corporation |
$ |
|
$ |
|
$ |
|
$ |
|
See accompanying notes to the unaudited condensed consolidated financial statements.
2
BALL CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, |
December 31, |
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($ in millions) |
|
2019 |
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2018 |
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Assets |
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Current assets |
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Cash and cash equivalents |
$ |
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$ |
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Receivables, net |
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Inventories, net |
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Other current assets |
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Assets held for sale |
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Total current assets |
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Noncurrent assets |
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Property, plant and equipment, net |
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Goodwill |
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Intangible assets, net |
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Other assets |
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Total assets |
$ |
|
$ |
|
||
Liabilities and Equity |
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Current liabilities |
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Short-term debt and current portion of long-term debt |
$ |
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$ |
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Accounts payable |
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Accrued employee costs |
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Other current liabilities |
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Liabilities held for sale |
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— |
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Total current liabilities |
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Noncurrent liabilities |
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Long-term debt |
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Employee benefit obligations |
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Deferred taxes |
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Other liabilities |
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Total liabilities |
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Equity |
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Common stock ( |
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Retained earnings |
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Accumulated other comprehensive earnings (loss) |
( |
( |
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Treasury stock, at cost ( |
( |
( |
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Total Ball Corporation shareholders' equity |
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Noncontrolling interests |
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Total equity |
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Total liabilities and equity |
$ |
|
$ |
|
See accompanying notes to the unaudited condensed consolidated financial statements.
3
BALL CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, |
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($ in millions) |
|
2019 |
|
2018 |
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Cash Flows from Operating Activities |
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Net earnings |
$ |
|
$ |
|
||
Adjustments to reconcile net earnings to cash provided by (used in) operating activities: |
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Depreciation and amortization |
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Business consolidation and other activities |
|
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Deferred tax provision (benefit) |
( |
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Other, net |
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Changes in working capital components, net of dispositions |
( |
( |
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Cash provided by (used in) operating activities |
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Cash Flows from Investing Activities |
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Capital expenditures |
( |
( |
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Business dispositions, net of cash sold |
— |
( |
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Other, net |
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Cash provided by (used in) investing activities |
( |
( |
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Cash Flows from Financing Activities |
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Long-term borrowings |
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Repayments of long-term borrowings |
( |
( |
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Net change in short-term borrowings |
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( |
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Proceeds from issuances of common stock, net of shares used for taxes |
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Acquisitions of treasury stock |
( |
( |
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Common stock dividends |
( |
( |
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Other, net |
( |
( |
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Cash provided by (used in) financing activities |
|
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Effect of exchange rate changes on cash |
|
( |
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Change in cash, cash equivalents and restricted cash |
|
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Cash, cash equivalents and restricted cash - beginning of period |
|
|
||||
Cash, cash equivalents and restricted cash - end of period |
$ |
|
$ |
|
See accompanying notes to the unaudited condensed consolidated financial statements.
4
Ball Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Ball Corporation and its controlled affiliates, including its consolidated variable interest entities (collectively Ball, the company, we or our), and have been prepared by the company. Certain information and footnote disclosures, including critical and significant accounting policies normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted for this quarterly presentation.
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 segments and the variability of contract sales in the company’s aerospace segment. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and the notes thereto included in the company’s 2018 Annual Report on Form 10-K filed on February 22, 2019, pursuant to the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2018 (annual report).
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires Ball’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and reported amounts of sales and expenses during the reporting periods. These estimates are based on historical experience and various assumptions believed to be reasonable under the circumstances. Ball’s management evaluates these estimates on an ongoing basis and adjusts or revises the estimates as circumstances change. As future events and their impacts cannot be determined with precision, actual results may differ from these estimates. In the opinion of management, the financial statements reflect all adjustments necessary to fairly state the results of the periods presented.
Certain prior year amounts have been reclassified in order to conform to the current year presentation.
2. Accounting Pronouncements
Recently Adopted Accounting Standards
New Lease Accounting Guidance
In February 2016, lease accounting guidance was issued which, for operating leases, requires a lessee to recognize a right-of-use (ROU) asset and a lease liability. The guidance also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight line basis. On January 1, 2019, Ball adopted the new guidance and all related amendments (the new lease standard), applying the modified retrospective method to all contracts that were not completed as of January 1, 2019. As such,
As part of adopting the new lease standard, Ball has made the following elections:
● |
To carry forward the historical lease determination and classification conclusions as established under the old standard, and |
● |
To carry forward its historical accounting treatment for |
● | Not to apply the balance sheet recognition requirements of the new lease standard to leases with a term of one year or less (short-term leases); and |
● | For all classes of underlying assets, to account for non-lease components of a contract as part of the single lease component to which they are related. |
5
Ball Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
The adoption of the new lease standard resulted in the following impacts on our unaudited consolidated balance sheets:
($ in millions) |
Balance at December 31, 2018 |
Adjustments Due to Adoption |
Balance at January 1, 2019 |
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Assets: |
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Other current assets |
$ |
|
$ |
( |
$ |
|
||
Operating lease right-of-use assets (a) |
— |
|
|
|||||
Other assets |
|
( |
|
|||||
Liabilities: |
||||||||
Other current liabilities |
$ |
|
$ |
( |
$ |
|
||
Current operating lease liabilities (b) |
— |
|
|
|||||
Other liabilities |
|
( |
|
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Noncurrent operating lease liabilities (b) |
— |
|
(a) | Operating lease right-of-use assets are recognized within other assets in Ball’s unaudited condensed consolidated balance sheets. |
(b) | Current and noncurrent operating lease liabilities are recognized within other current liabilities and other liabilities, respectively, in Ball’s unaudited condensed consolidated balance sheets. |
Ball’s adoption of the new lease standard had an immaterial impact on Ball’s results of operations in the unaudited condensed consolidated statements of earnings; an immaterial impact on Ball’s cash flows from operating, financing, and investing activities in the unaudited condensed consolidated statements of cash flows and
Stranded Tax Effects
In February 2018, accounting guidance was issued to permit the reclassification from accumulated other comprehensive income to retained earnings of stranded tax effects resulting from the U.S. Tax Cuts and Jobs Act signed into law in December 2017. Ball adopted this guidance on January 1, 2019, and an election was made to reclassify on the first day of the period of adoption. The total tax amount reclassified was $
New Accounting Guidance
Cloud Computing Arrangements
In August 2018, amendments to existing accounting guidance were issued to clarify the accounting for implementation costs related to cloud computing arrangements. The amendments specify that existing guidance for capitalizing implementation costs incurred to develop or obtain internal-use software also applies to capitalizing implementation costs incurred in a hosting arrangement that is a service contract. The guidance is effective for Ball on January 1, 2020, and the company is currently assessing the impact that the adoption of this new guidance will have on its consolidated financial statements.
6
Ball Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
Financial Assets
Amendments to existing guidance were issued in June 2016, followed by improvements and transition relief in 2018 and 2019, requiring financial assets or a group of financial assets measured at amortized cost basis to be presented at the net amount expected to be collected when finalized. The allowance for credit losses is a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. This guidance is expected to primarily affect Ball’s trade receivables; however, the guidance applies to other financial assets as well. The guidance is effective for Ball on January 1, 2020. The company has established a cross-functional team which is assessing the impact that the adoption of this new guidance will have on its consolidated financial statements.
3. Business Segment Information
Ball’s operations are organized and reviewed by management along its product lines and geographical areas and presented in the
Beverage packaging, North and Central America: Consists of operations in the U.S., Canada and Mexico that manufacture and sell metal beverage containers throughout those countries.
Beverage packaging, South America: Consists of operations in Brazil, Argentina and Chile that manufacture and sell metal beverage containers throughout most of South America.
Beverage packaging, Europe: Consists of operations in numerous countries in Europe, including Russia, that manufacture and sell metal beverage containers throughout most of Europe.
Aerospace: Consists of operations that manufacture and sell aerospace and other related products and provide services used in the defense, civil space and commercial space industries.
As presented in the table below, Other consists of non-reportable segments located in Africa, Middle East and Asia (beverage packaging, AMEA) and Asia Pacific (beverage packaging, Asia Pacific) that manufacture and sell metal beverage containers; a non-reportable segment that manufactures and sells aerosol containers, extruded aluminum aerosol containers and aluminum slugs (aerosol packaging); undistributed corporate expenses; intercompany eliminations and other business activities.
The accounting policies of the segments are the same as those in the company’s consolidated financial statements as discussed in Note 1. The company also has investments in operations in Guatemala, Panama, South Korea, the U.S. and Vietnam that are accounted for under the equity method of accounting and, accordingly, those results are not included in segment sales or earnings.
7
Ball Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
Summary of Business by Segment
Three Months Ended June 30, |
Six Months Ended June 30, |
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($ in millions) |
|
2019 |
|
2018 |
|
2019 |
|
2018 |
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Net sales |
||||||||||||
Beverage packaging, North and Central America |
$ |
|
$ |
|
$ |
|
$ |
|
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Beverage packaging, South America |
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|
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Beverage packaging, Europe |
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Aerospace |
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Reportable segment sales |
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Other |
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|
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Net sales |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Comparable operating earnings |
||||||||||||
Beverage packaging, North and Central America |
$ |
|
$ |
|
$ |
|
$ |
|
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Beverage packaging, South America |
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Beverage packaging, Europe |
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Aerospace |
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Reportable segment comparable operating earnings |
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Reconciling items |
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Other (a) |
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Business consolidation and other activities |
— |
( |
( |
( |
||||||||
Amortization of acquired Rexam intangibles |
( |
( |
( |
( |
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Earnings before interest and taxes |
|
|
|
|
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Interest expense |
( |
( |
( |
( |
||||||||
Debt refinancing and other costs |
— |
— |
( |
( |
||||||||
Total interest expense |
( |
( |
( |
( |
||||||||
Earnings before taxes |
$ |
|
$ |
|
$ |
|
$ |
|
(a) |
Includes undistributed corporate expenses, net, of $ |
The company does not disclose total assets by segment as it is not provided to the chief operating decision maker.
8
Ball Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
4. Acquisitions and Dispositions
Beverage Packaging China
In December 2018, the company announced an agreement to sell its metal beverage packaging business in China for consideration of approximately $
Prior to the reclassification of the China beverage packaging business assets and liabilities to held for sale, the company assessed the carrying value of certain working capital balances and then conducted an impairment test of the goodwill and other long-lived assets of the China beverage packaging business. Upon reclassification of the assets and liabilities to held for sale, the carrying value of the disposal group as a whole was compared to the fair value of the business less costs to sell. The approach to establish fair value was consistent with that outlined in the critical accounting policy for “Recoverability of Goodwill and Intangible Assets” in Ball’s Form 10-K for the year ended December 31, 2018.
The company has not provided any deferred tax impact in the financial statements for the income tax consequences that may arise when the sale is completed in a future reporting period.
The following table summarizes the assets and liabilities of the China beverage packaging business included within held for sale:
($ in millions) |
June 30, 2019 |
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Assets: |
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Cash |
$ |
|
|
Receivables |
|
||
Inventories |
|
||
Property, plant and equipment |
|
||
Goodwill |
|
||
Other assets |
|
||
Assets held for sale |
$ |
|
|
Liabilities: |
|||
Accounts payable |
$ |
|
|
Accrued employee costs |
|
||
Other current liabilities |
|
||
Liabilities held for sale |
$ |
|
9
Ball Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
U.S. Steel Food and Steel Aerosol Business
On July 31, 2018, Ball sold its U.S. steel food and steel aerosol packaging business and formed a joint venture, Ball Metalpack. In exchange for the sale of this business, Ball received approximately $
Ball recorded a loss of $
The assets of the sold business included
In connection with the sale of the U.S. steel food and steel aerosol business, the company entered into an agreement to supply metal to Ball Metalpack, which expired on December 31, 2018, and agreements to provide transition and other services to Ball Metalpack. At June 30, 2019, and December 31, 2018, Ball was owed $
5. Revenue from Contracts with Customers
Disaggregation of Sales
The company disaggregates net sales by reportable segments as disclosed in Note 3, and based on the timing of transfer of control for goods and services as explained below. The transfer of control for goods and services may occur at a point in time or over time. As disclosed in Note 3, the company’s business consists of
The following table disaggregates the company’s net sales based on the timing of transfer of control:
Three Months Ended June 30, 2019 |
Six Months Ended June 30, 2019 |
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($ in millions) |
Point in Time |
Over Time |
Total |
|
Point in Time |
Over Time |
Total |
|||||||||||
Total net sales |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||
Three Months Ended June 30, 2018 |
Six Months Ended June 30, 2018 |
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($ in millions) |
Point in Time |
Over Time |
Total |
|
Point in Time |
Over Time |
Total |
|||||||||||
Total net sales |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
Contract Balances
The company enters into contracts to sell beverage packaging, aerosol packaging, and aerospace products and services. The company did not have any contract assets at either June 30, 2019, or December 31, 2018. Unbilled receivables, which are not classified as contract assets, represent arrangements in which sales have been recorded prior to billing and right to payment is unconditional.
10
Ball Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
The opening and closing balances of the company’s current and noncurrent contract liabilities are as follows:
Contracts |
Contract |
|||||
Liabilities |
Liabilities |
|||||
($ in millions) |
|
(Current) |
(Noncurrent) |
|||
Balance at December 31, 2017 |
$ |
|
$ |
— |
||
Increase |
— |
|
||||
Balance at December 31, 2018 |
$ |
|
$ |
|
||
Increase |
|
|
||||
Balance at June 30, 2019 |
$ |
|
$ |
|
||
During the six months ended June 30, 2019, contract liabilities increased by $
The company also recognized sales of $
Transaction Price Allocated to Remaining Performance Obligations
In the context of the revenue recognition standard, enforceable contracts are those that have an enforceable right to payment, which Ball typically has once a binding forecast or purchase order (or similar contract) is in place and Ball produces under the contract. Within Ball’s packaging segments, enforceable contracts as defined all have a duration of less than one year. Contracts that have an original duration of less than
The table below discloses: (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period for contracts with an original duration of greater than one year, and (2) when the company expects to record sales on these multi-year contracts.
($ in millions) |
|
Next Twelve Months |
Thereafter |
Total |
|||||
Sales expected to be recognized on multi-year contracts in place as of June 30, 2019 |
$ |
|
$ |
|
$ |
|
The contracts with an original duration of less than one year, which are excluded from the table above based on the company’s election of the practical expedient, are primarily related to contracts where control will be fully transferred to the customers in less than one year.
11
Ball Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
6. Business Consolidation and Other Activities
The following is a summary of business consolidation and other activity (charges)/income included in the unaudited condensed consolidated statements of earnings:
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||
($ in millions) |
|
2019 |
|
2018 |
|
2019 |
|
2018 |
||||
Beverage packaging, North and Central America |
$ |
( |
$ |
|
$ |
( |
$ |
( |
||||
Beverage packaging, South America |
|
( |
|
( |
||||||||
Beverage packaging, Europe |
( |
( |
( |
( |
||||||||
Other |
( |
( |
( |
( |
||||||||
$ |
— |
$ |
( |
$ |
( |
$ |
( |
2019
Beverage Packaging, North and Central America
During the three and six months ended June 30, 2019, the company recorded charges of $
Beverage Packaging, South America
During the three and six months ended June 30, 2019, the company recorded a $
During the three and six months ended June 30, 2019, the company recorded charges of $
Charges in the three and six months ended June 30, 2019, included $
Beverage Packaging, Europe
During the three and six months ended June 30, 2019, the company recorded charges of $
Other charges in the three and six months ended June 30, 2019, included $
12
Ball Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
Other
During the three months ended June 30, 2019, the company recorded the following amounts:
● |
Charges of $ |
● |
Charges of $ |
● |
Charges of $ |
During the six months ended June 30, 2019, the company recorded the following amounts:
● |
Charges of $ |
● |
Charges of $ |
● |
Charges of $ |
2018
Beverage Packaging, North and Central America
During the six months ended June 30, 2018, the company recorded income of $
During the six months ended June 30, 2018, the company recorded charges of $
Other income and charges in the three and six months ended June 30, 2018, included $
Beverage Packaging, South America
Charges in the three and six months ended June 30, 2018, included $
activities.
Beverage Packaging, Europe
During the three and six months ended June 30, 2018, the company recorded charges of $
Other charges in the three and six months ended June 30, 2018, included $
13
Ball Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
Other
During the three months ended June 30, 2018, the company recorded the following amounts:
● |
A $ |
● |
Charges of $ |
● |
Charges of $ |
● |
Charges of $ |
● |
Charges of $ |
● |
Charges of $ |
During the six months ended June 30, 2018, the company recorded the following amounts:
● |
A $ |
● |
Charges of $ |