10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on November 3, 2022
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
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:
Securities registered pursuant to section 12(b) of the Act:
Class |
Trading Symbol |
Name of Exchange |
Outstanding at October 31, 2022 |
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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 September 30, 2022
INDEX
Page |
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Unaudited Condensed Consolidated Balance Sheets at September 30, 2022, and December 31, 2021 |
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Notes to the Unaudited Condensed Consolidated Financial Statements |
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Note 18, Equity and Accumulated Other Comprehensive Earnings (Loss) |
18 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
BALL CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
Three Months Ended September 30, |
Nine Months Ended September 30, |
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($ in millions, except per share amounts) |
2022 |
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2021 |
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2022 |
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2021 |
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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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( |
( |
( |
( |
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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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Tax (provision) benefit |
( |
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( |
( |
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Equity in results of affiliates, net of tax |
( |
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Net earnings |
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Net earnings attributable to noncontrolling interests |
|
— |
|
— |
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Net earnings attributable to Ball Corporation |
$ |
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$ |
|
$ |
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$ |
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Earnings per share: |
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Basic |
$ |
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$ |
|
$ |
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$ |
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Diluted |
$ |
|
$ |
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$ |
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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 September 30, |
Nine Months Ended September 30, |
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($ in millions) |
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2022 |
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2021 |
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2022 |
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2021 |
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Net earnings |
$ |
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$ |
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$ |
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$ |
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Other comprehensive earnings (loss): |
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Currency translation adjustment |
( |
( |
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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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( |
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( |
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Total other comprehensive earnings (loss), net of tax |
( |
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( |
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Total comprehensive earnings |
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Comprehensive earnings attributable to noncontrolling interests |
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— |
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— |
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Comprehensive earnings attributable to Ball Corporation |
$ |
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$ |
|
$ |
|
$ |
|
See accompanying notes to the unaudited condensed consolidated financial statements.
2
BALL CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, |
December 31, |
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($ in millions) |
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2022 |
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2021 |
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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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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 |
$ |
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$ |
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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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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 |
$ |
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$ |
|
See accompanying notes to the unaudited condensed consolidated financial statements.
3
BALL CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, |
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($ in millions) |
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2022 |
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2021 |
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Cash Flows from Operating Activities |
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Net earnings |
$ |
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$ |
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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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( |
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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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Acquisitions of treasury stock, net of proceeds from issuances of common stock and shares used for taxes |
( |
( |
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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 |
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Cash, cash equivalents and restricted cash - end of period |
$ |
|
$ |
|
See accompanying notes to the unaudited condensed consolidated financial statements.
4
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements (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 consolidated 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 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 2021 Annual Report on Form 10-K filed on February 16, 2022, pursuant to the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2021 (annual report).
The preparation of consolidated 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 consolidated 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 consolidated financial statements reflect all adjustments that are of a normal recurring nature and are 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.
Risks and Uncertainties
Russia
The current global business environment is being impacted directly and indirectly by the effects of the Russian invasion of Ukraine. Ball has sold its aluminum beverage packaging business located in Russia and has suspended future investments in Russia. See Note 4 for additional discussion.
Ball is monitoring the geopolitical situation following Russia’s invasion of Ukraine and may experience increased costs for inputs such as energy and transportation due in part to the negative impact of the Russia-Ukraine war on the global economy. The ongoing conflict continues to have the potential to increase Ball’s vulnerabilities in its global business to near-term and severe impacts and it is not possible to accurately predict all future impacts of the invasion. As such, Russia’s invasion of Ukraine and the resulting effects have the potential to impact significant estimates used by Ball in the preparation of its consolidated financial statements, which could result in impairments.
5
Novel Coronavirus (COVID-19)
The current global business environment continues to be impacted directly and indirectly by the effects of the novel coronavirus (COVID-19), and it is not possible to accurately estimate the impacts of COVID-19. However, Ball management has reviewed the estimates used in preparing the company’s consolidated financial statements and the following have a reasonably possible likelihood of being affected, to a material extent, by the direct and indirect impacts of COVID-19 in the near term.
● | Estimates regarding the future financial performance of the business used in the impairment tests for goodwill, long-lived assets, equity method investments, recoverability of deferred tax assets and estimates regarding cash needs and associated indefinite reinvestment assertions; |
● | Estimates of recoverability for customer receivables; |
● | Estimates of net realizable value for inventory; and |
● | Estimates regarding the likelihood of forecasted transactions associated with hedge accounting positions at September 30, 2022, which could impact the company’s ability to satisfy hedge accounting requirements and result in the recognition of income and/or expenses. |
In addition to the above potential impacts on the estimates used in preparing consolidated financial statements, COVID-19 has the potential to increase Ball’s vulnerabilities to near-term severe impacts related to certain concentrations in its business. In line with other companies in the packaging and aerospace industries, Ball makes the majority of its sales and significant purchases to or from a relatively small number of global, or large regional, customers and suppliers. Furthermore, Ball makes the majority of its sales from a small number of product lines. The potential of COVID-19 to affect a significant customer or supplier, or to affect demand for certain products to a significant degree, heightens the vulnerability of Ball to these concentrations.
2. Accounting Pronouncements
New Accounting Guidance and Disclosure Requirements
Government Assistance Disclosure
In 2021, new guidance was issued by the Financial Accounting Standards Board (FASB) related to the disclosure of government assistance received. The company is currently assessing the impact that the adoption of this new guidance will have on its consolidated financial statements.
Reference Rate Reform
In 2020, new guidance was issued by the FASB related to global reference rates reform. The company is currently evaluating the impact that the transition from its London Inter-Bank Offered Rate (LIBOR) based interest rate agreements to Secured Overnight Financing Rate (SOFR) based interest rate agreements will have on its consolidated financial statements. Based on our current understanding, the LIBOR to SOFR transition is not expected to have a material impact on our financial condition, results of operations or cash flows.
Supply Chain Finance Obligations
In 2022, new guidance was issued by the FASB with the goal of enhancing transparency around supply chain finance arrangements for which a supplier may receive early payments on their invoices. The company is currently 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 aluminum beverage containers throughout those countries.
6
Beverage packaging, EMEA: Consists of operations in numerous countries throughout Europe, as well as Egypt and Turkey, that manufacture and sell aluminum beverage containers throughout those countries. Ball sold its former operations located in Russia during the third quarter of 2022. See Note 4 for further details. Ball’s operations and results of its former Russian aluminum packaging business is included in the results of the beverage packaging, EMEA, business through the date of the disposal in the third quarter of 2022.
Beverage packaging, South America: Consists of operations in Brazil, Argentina, Paraguay and Chile that manufacture and sell aluminum beverage containers throughout most of South America.
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 a non-reportable operating segment (beverage packaging, other) that manufactures and sells aluminum beverage containers in India, Saudi Arabia and throughout the Asia Pacific region; a non-reportable operating segment that manufactures and sells extruded aluminum aerosol containers and recloseable aluminum bottles across multiple consumer categories as well as aluminum slugs (aerosol packaging) throughout North America, South America, Europe, and Asia; a non-reportable operating segment that manufactures and sells aluminum cups (aluminum cups); undistributed corporate expenses; and intercompany eliminations and other business activities.
The accounting policies of the segments are the same as those used in the company’s consolidated financial statements as discussed in Note 1. The company also has investments in operations in Guatemala, Panama, 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. In 2021, Ball sold its minority-owned investment in South Korea. In the first quarter of 2022, Ball sold its remaining equity method investment in Ball Metalpack. Refer to Note 4 for additional details on both transactions.
7
Summary of Business by Segment
Three Months Ended September 30, |
Nine Months Ended September 30, |
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($ in millions) |
|
2022 |
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2021 |
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2022 |
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2021 |
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Net sales |
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Beverage packaging, North and Central America |
$ |
|
$ |
|
$ |
|
$ |
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Beverage packaging, EMEA |
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Beverage packaging, South America |
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Aerospace |
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Reportable segment sales |
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Other |
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Net sales |
$ |
|
$ |
|
$ |
|
$ |
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Comparable operating earnings |
||||||||||||
Beverage packaging, North and Central America |
$ |
|
$ |
|
$ |
|
$ |
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Beverage packaging, EMEA |
|
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Beverage packaging, South America |
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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) |
( |
( |
( |
( |
||||||||
Business consolidation and other activities |
|
( |
( |
( |
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Amortization of acquired intangibles |
( |
( |
( |
( |
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Earnings before interest and taxes |
|
|
|
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Interest expense |
( |
( |
( |
( |
||||||||
Debt refinancing and other costs |
— |
( |
( |
( |
||||||||
Total interest expense |
( |
( |
( |
( |
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Earnings before taxes |
$ |
|
$ |
|
$ |
|
$ |
|
(a) |
Includes undistributed corporate expenses, net, of $ |
The company does not disclose total assets by segment as such information is not provided to the chief operating decision maker.
4. Acquisitions and Dispositions
Russia
In the first quarter of 2022, the company announced that it is pursuing the sale of its aluminum beverage packaging business located in Russia. In the second quarter of 2022, Ball experienced deteriorating conditions and determined this constituted a triggering event for its Russian long-lived asset group. As a result, Ball performed a Level 3 expected cash flow recoverability analysis, using an income valuation approach with various scenarios, including a near-term sale of the business, to estimate the fair value of the long-lived assets, and recorded an impairment loss of $
8
In the third quarter of 2022, the company completed the sale of its Russian aluminum beverage packaging business for total cash consideration of $
In connection with this sale, Ball entered into a call option agreement that is contingently exercisable between 2025 and 2032, and if it becomes exercisable, will provide Ball the right to repurchase the business subject to the status of sanctions and certain other contingencies outside of Ball’s control. The option price, if exercised, would provide a compounded annual rate of return to the purchaser based on defined cash flows associated with the purchase and operation of the business from the purchase date through the exercise date of the option. Because the option strike price could limit the residual returns generated by the purchaser, if exercised, the option represents a variable interest retained by Ball in the Russian business. Based on the terms of the option relative to current market conditions in Russia, we have determined that the option has an immaterial value. Neither the option nor any other terms in the sales agreement result in Ball being the primary beneficiary of the business and, therefore, it has been deconsolidated.
Ball Metalpack Investment
During the first quarter of 2022, Ball sold its remaining
Ball also received proceeds from Ball Metalpack for the repayment of an outstanding promissory note and accrued interest of approximately $
South Korea Investment
In the third quarter of 2021, Ball sold its minority-owned investment in South Korea. Consideration for the transaction was cash of $
9
5. Revenue from Contracts with Customers
The following table disaggregates the company’s net sales based on the timing of transfer of control:
Three Months Ended September 30, |
Nine Months Ended September 30, |
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Periods Ended September 30, |
Point in Time |
Over Time |
Total |
|
Point in Time |
Over Time |
Total |
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2022 |
$ |
|
$ |
|
$ |
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$ |
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$ |
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$ |
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2021 |
|
|
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Contract Balances
The company did
The opening and closing balances of the company’s current and noncurrent contract liabilities are as follows:
Contract |
Contract |
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Liabilities |
Liabilities |
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($ in millions) |
|
(Current) |
(Noncurrent) |
|||
Balance at December 31, 2021 |
$ |
|
$ |
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Increase (decrease) |
( |
( |
||||
Balance at September 30, 2022 |
$ |
|
$ |
|
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During the nine months ended September 30, 2022, total contract liabilities decreased by $
The company also recorded a reduction in net sales of $
Transaction Price Allocated to Remaining Performance Obligations
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 September 30, 2022 |
$ |
|
$ |
|
$ |
|
10
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 September 30, |
Nine Months Ended September 30, |
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($ in millions) |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||
Beverage packaging, North and Central America |
$ |
( |
$ |
— |
$ |
( |
$ |
( |
||||
Beverage packaging, EMEA |
|
( |
( |
( |
||||||||
Beverage packaging, South America |
( |
( |
( |
|
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Other |
( |
( |
|
( |
||||||||
$ |
|
$ |
( |
$ |
( |
$ |
( |
2022
Beverage Packaging, North and Central America
During the three and nine months ended September 30, 2022, the company recorded charges of $
Beverage Packaging, EMEA
During the third quarter of 2022, Ball sold its Russian aluminum beverage packaging business for $
The company also recorded charges of $
Beverage Packaging, South America
The company recorded charges in the three and nine months ended September 30, 2022, of $
11
Other
During the three months ended September 30, 2022, the company recorded charges of $
During the nine months ended September 30, 2022, the company recorded the following amounts:
● |
A gain of $ |
● |
A charge related to a donation of $ |
● |
A gain of $ |
● |
Net charges of $ |
● |
Charges of $ |
● |
Charges of $ |
2021
Beverage Packaging, North and Central America
During the nine months ended September 30, 2021, the company recorded net charges of $
Beverage Packaging, EMEA
During the three and nine months ended September 30, 2021, the company recorded charges of $
Beverage Packaging, South America
During the nine months ended September 30, 2021, the company recorded a $
Other
During the three months ended September 30, 2021, the company recorded the following amounts:
● |
A non-cash settlement loss of $ |
During the nine months ended September 30, 2021, the company recorded the following amounts:
● |
A non-cash settlement loss of $ |
● |
A loss of $ |
● |
Charges of $ |
12
7. |
Supplemental Cash Flow Statement Disclosures |
September 30, |
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($ in millions) |
2022 |
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2021 |
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Beginning of period: |
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Cash and cash equivalents |
$ |
|
|
$ |
|
|
|
|
|
||||
Total cash, cash equivalents and restricted cash |
$ |
|
|
$ |
|
|
|
||||||
End of period: |
|
|||||
Cash and cash equivalents |
$ |
|
|
$ |
|
|
|
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|
||||
Total cash, cash equivalents and restricted cash |
$ |
|
|
$ |
|
The company’s restricted cash is primarily related to receivables factoring programs and represents amounts collected from customers that have not yet been remitted to the banks as of the end of the reporting period.
Non-cash investing activities include the acquisition of property, plant and equipment (PP&E) for which payment has not been made. These non-cash capital expenditures are excluded from the statement of cash flows. A summary of the PP&E acquired but not yet paid for is as follows:
September 30, |
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($ in millions) |
2022 |
|
2021 |
|||
|
||||||
Beginning of period: |
|
|||||
PP&E acquired but not yet paid |
$ |
|
|
$ |
|
|
End of period: |
|
|||||
PP&E acquired but not yet paid |
$ |
|
|
$ |
|
8. Receivables, Net
September 30, |
December 31, |
|||||
($ in millions) |
2022 |
|
2021 |
|||
Trade accounts receivable |
$ |
|
$ |
|
||
Unbilled receivables |
|
|
||||
Less: Allowance for doubtful accounts |
( |
( |
||||
Net trade accounts receivable |
|
|
||||
Other receivables |
|
|
||||
$ |
|
$ |
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The company has entered into several regional committed and uncommitted accounts receivable factoring programs with various financial institutions for certain of its receivables. The programs are accounted for as true sales of the receivables, without recourse to Ball, and had combined limits of approximately $
Other receivables include income and sales tax receivables, aluminum scrap sale receivables and other miscellaneous receivables, including the remaining amount that relates to the sale of Ball’s minority-owned investment in South Korea as detailed in Note 4.
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