Indiana
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001-07349
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35-0160610
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(State of
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(Commission
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(IRS Employer
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Incorporation)
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File No.)
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Identification No.)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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1.
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Election of Directors.
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Director
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For
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Withheld
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||||||
Robert W. Alspaugh
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82,623,155 | 30,400,910 | ||||||
Michael J. Cave
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89,466,820 | 23,557,245 | ||||||
R. David Hoover
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78,785,819 | 34,238,246 | ||||||
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2.
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Ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditor for the Company for 2015.
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For
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Against
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Abstain
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||||||||
120,105,092 | 2,383,330 | 311,524 |
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3.
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Approval, by non-binding advisory vote, of the compensation of the Named Executive Officers as disclosed in the 2015 Proxy Statement.
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For
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Against
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Abstain
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Broker
Non-Votes
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|||||||||||
106,178,299 | 5,876,797 | 968,969 | 9,775,881 |
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4.
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Amendment of Articles of Incorporation regarding the election of directors by majority vote in uncontested elections.
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For
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Against
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Abstain
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Broker
Non-Votes
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|||||||||||
111,240,429 | 1,346,816 | 436,820 | 9,775,881 |
Exhibit 99.1
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Ball Corporation Press Release dated April 30, 2015
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BALL CORPORATION
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(Registrant)
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By:
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/s/ Scott C. Morrison
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Name:
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Scott C. Morrison
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Title:
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Senior Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Description
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Exhibit
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Ball Corporation Press Release dated April 30, 2015
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99.1 |
![]() |
News Release
For Immediate Release
www.ball.com
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Investor Contact: Ann T. Scott
303-460-3537, ascott@ball.com
Media Contact: Renee Robinson
303-460-2476, rarobins@ball.com
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Highlights | ||
● | First quarter comparable earnings per diluted share of 69 cents vs. 81 cents in 2014, including 7 cents per diluted share for unfavorable currency effects in the quarter | |
● | Multiple growth capital projects underway to benefit 2016 and beyond | |
● | Global metal beverage and aerosol packaging volume growth offset by foreign currency, project start-up costs and aluminum premium headwinds | |
● | Announced proposed offer for Rexam PLC; regulatory review proceeding as expected | |
● | 2015 free cash flow still expected to be in the range of $600 million, excluding cash costs for the proposed Rexam acquisition | |
Three Months Ended
March 31,
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($ in millions, except per share amounts)
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2015
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2014
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||||||
Net sales
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$ | 1,923.1 | $ | 2,006.8 | ||||
Costs and expenses
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||||||||
Cost of sales (excluding depreciation and amortization)
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(1,560.9 | ) | (1,612.9 | ) | ||||
Depreciation and amortization
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(68.3 | ) | (68.8 | ) | ||||
Selling, general and administrative
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(116.0 | ) | (107.7 | ) | ||||
Business consolidation and other activities
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(52.0 | ) | – | |||||
(1,797.2 | ) | (1,789.4 | ) | |||||
Earnings before interest and taxes
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125.9 | 217.4 | ||||||
Interest expense
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(38.5 | ) | (40.2 | ) | ||||
Debt refinancing and other costs
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(59.9 | ) | (33.1 | ) | ||||
Total interest expense
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(98.4 | ) | (73.3 | ) | ||||
Earnings before taxes
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27.5 | 144.1 | ||||||
Tax provision
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(0.5 | ) | (39.6 | ) | ||||
Equity in results of affiliates, net of tax
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0.5 | 0.4 | ||||||
Net earnings
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27.5 | 104.9 | ||||||
Less net earnings attributable to noncontrolling interests
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(6.8 | ) | (11.4 | ) | ||||
Net earnings attributable to Ball Corporation
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$ | 20.7 | $ | 93.5 | ||||
Earnings per share:
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||||||||
Basic
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$ | 0.15 | $ | 0.67 | ||||
Diluted
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$ | 0.15 | $ | 0.65 | ||||
Weighted average shares outstanding (000s):
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||||||||
Basic
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137,086 | 140,405 | ||||||
Diluted
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141,076 | 144,058 |
Three Months Ended
March 31,
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($ in millions)
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2015
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2014
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Cash Flows from Operating Activities:
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||||||||
Net earnings
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$ | 27.5 | $ | 104.9 | ||||
Depreciation and amortization
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68.3 | 68.8 | ||||||
Business consolidation and other activities
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52.0 | – | ||||||
Deferred tax provision
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(24.7 | ) | 2.6 | |||||
Other, net
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10.0 | (10.5 | ) | |||||
Changes in working capital
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(330.0 | ) | (302.0 | ) | ||||
Cash provided by (used in) operating activities
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(196.9 | ) | (136.2 | ) | ||||
Cash Flows from Investing Activities:
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||||||||
Capital expenditures
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(105.5 | ) | (61.4 | ) | ||||
Business acquisitions
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(29.1 | ) | – | |||||
Other, net
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30.5 | 6.3 | ||||||
Cash provided by (used in) investing activities
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(104.1 | ) | (55.1 | ) | ||||
Cash Flows from Financing Activities:
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||||||||
Changes in borrowings, net
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358.3 | 161.2 | ||||||
Net issuances (purchases) of common stock
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6.0 | (193.5 | ) | |||||
Dividends
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(18.2 | ) | (18.6 | ) | ||||
Other, net
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(18.7 | ) | 5.8 | |||||
Cash provided by (used in) financing activities
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327.4 | (45.1 | ) | |||||
Effect of currency exchange rate changes on cash
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11.0 | (4.2 | ) | |||||
Change in cash
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37.4 | (240.6 | ) | |||||
Cash–beginning of period
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191.4 | 416.0 | ||||||
Cash–end of period
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$ | 228.8 | $ | 175.4 |
March 31,
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($ in millions)
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2015
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2014
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Assets
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Current assets
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Cash and cash equivalents
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$ | 228.8 | $ | 175.4 | ||||
Receivables, net
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1,043.7 | 981.1 | ||||||
Inventories, net
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1,033.2 | 1,081.6 | ||||||
Deferred taxes and other current assets
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162.2 | 171.4 | ||||||
Total current assets
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2,467.9 | 2,409.5 | ||||||
Property, plant and equipment, net
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2,423.6 | 2,360.2 | ||||||
Goodwill
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2,177.8 | 2,394.2 | ||||||
Other assets, net
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591.2 | 581.2 | ||||||
Total assets
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$ | 7,660.5 | $ | 7,745.1 | ||||
Liabilities and Shareholders’ 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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$ | 344.7 | $ | 412.9 | ||||
Payables and other accrued liabilities
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1,694.6 | 1,408.4 | ||||||
Total current liabilities
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2,039.3 | 1,821.3 | ||||||
Long-term debt
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3,152.1 | 3,357.7 | ||||||
Other long-term liabilities
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1,315.7 | 1,259.3 | ||||||
Shareholders’ equity
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1,153.4 | 1,306.8 | ||||||
Total liabilities and shareholders’ equity
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$ | 7,660.5 | $ | 7,745.1 |
1. Business Segment Information
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Three Months Ended
March 31,
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($ in millions)
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2015
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2014
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Net sales–
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Metal beverage packaging, Americas & Asia
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$ | 1,023.0 | $ | 997.6 | ||||
Metal beverage packaging, Europe
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379.2 | 450.2 | ||||||
Metal food & household products packaging
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308.3 | 341.1 | ||||||
Aerospace & technologies
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214.8 | 220.7 | ||||||
Corporate and intercompany eliminations
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(2.2 | ) | (2.8 | ) | ||||
Net sales
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$ | 1,923.1 | $ | 2,006.8 | ||||
Earnings before interest and taxes–
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||||||||
Metal beverage packaging, Americas & Asia
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$ | 125.0 | $ | 125.1 | ||||
Business consolidation and other activities
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(2.3 | ) | 4.8 | |||||
Total metal beverage packaging, Americas & Asia
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122.7 | 129.9 | ||||||
Metal beverage packaging, Europe
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28.9 | 55.5 | ||||||
Business consolidation and other activities
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(2.0 | ) | (1.2 | ) | ||||
Total metal beverage packaging, Europe
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26.9 | 54.3 | ||||||
Metal food & household products packaging
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30.2 | 36.3 | ||||||
Business consolidation and other activities
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(0.2 | ) | (3.1 | ) | ||||
Total metal food & household products packaging
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30.0 | 33.2 | ||||||
Aerospace & technologies
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20.0 | 24.1 | ||||||
Business consolidation and other activities
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0.7 | – | ||||||
Total aerospace & technologies
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20.7 | 24.1 | ||||||
Segment earnings before interest and taxes
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200.3 | 241.5 | ||||||
Undistributed corporate expenses and intercompany eliminations, net
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(26.2 | ) | (23.6 | ) | ||||
Business consolidation and other activities
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(48.2 | ) | (0.5 | ) | ||||
Total undistributed corporate expenses and intercompany eliminations, net
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(74.4 | ) | (24.1 | ) | ||||
Earnings before interest and taxes
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$ | 125.9 | $ | 217.4 |
2. Business Consolidation Activities and Other Noncomparable Items
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Announcement
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Three Months Ended March 31,
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($ in millions)
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Date
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2015
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2014
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Business Consolidation Activities:
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Metal beverage packaging, Americas & Asia
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Individually insignificant items
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$ | (2.3 | ) | $ | 4.8 | ||||
Metal beverage packaging, Europe
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Individually insignificant items
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(2.0 | ) | (1.2 | ) | |||||
Metal food & household products packaging
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Individually insignificant items
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(0.2 | ) | (3.1 | ) | |||||
Aerospace & technologies
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Individually insignificant items
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0.7 | – | |||||||
Corporate
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Transaction costs (1)
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Feb. 2015
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(20.2 | ) | – | |||||
Economic hedge - currency exchange rate risk (1)
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(27.7 | ) | – | ||||||
Other
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(0.3 | ) | (0.5 | ) | |||||
Total corporate
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(48.2 | ) | (0.5 | ) | |||||
Total business consolidation and other activities, pretax
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(52.0 | ) | – | ||||||
Tax effect on business consolidation and other activities
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17.1 | (1.1 | ) | ||||||
Tax effect related to relocation of the company's European headquarters
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Mar. 2012
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(1.7 | ) | (2.1 | ) | ||||
Total tax effect
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15.4 | (3.2 | ) | ||||||
Total business consolidation and other activities, net of tax
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$ | (36.6 | ) | $ | (3.2 | ) | |||
Debt Refinancing and Other Costs:
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Redemption of 7.375% senior notes, due September 2019 (4)
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Jan. 2014
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$ | – | $ | (33.1 | ) | |||
Redemption of 6.75% and 5.75% senior notes, due September 2020 and May 2021, respectively (2)
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Feb. 2015
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(55.8 | ) | – | |||||
Refinance of senior credit facilities (2)
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(1.7 | ) | – | ||||||
Unsecured, committed bridge facility (3)
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Feb. 2015
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(2.3 | ) | – | |||||
Economic hedge - interest rate risk (1)
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(0.1 | ) | – | ||||||
Total debt refinancing and other costs
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(59.9 | ) | (33.1 | ) | |||||
Tax effect
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20.4 | 12.5 | |||||||
Total debt refinancing and other costs, net of tax
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$ | (39.5 | ) | $ | (20.6 | ) |
(1)
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During the first quarter of 2015, the company recorded charges for professional services and other costs associated with the proposed acquisition of Rexam announced in February 2015.
Also during the first quarter of 2015, the company entered into derivative financial instruments to reduce its currency exchange rate exposure associated with the British pound denominated cash portion of the announced, proposed acquisition of Rexam and entered into derivative financial instruments to mitigate its exposure to interest rate changes associated with anticipated debt issuances also in connection with the cash portion of the announced, proposed acquisition of Rexam.
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(2)
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In February 2015, the company entered into a new $3 billion revolving credit facility to: 1) replace its existing revolving credit facility, 2) repay its Term C loan, 3) repay the outstanding balance on the existing revolving credit facility, 4) redeem the 2020 and 2021 senior notes and 5) repay the existing private placement debt of Rexam upon closing of the announced, proposed acquisition of Rexam.
During the first quarter of 2015, the company recorded charges for the write off of unamortized deferred financing costs associated with the refinancing of the revolving credit facility and repayment of the Term C loan.
In March 2015, the company completed the redemption of both its outstanding 2020 and 2021 senior notes and recorded charges for the associated call premiums and the write offs of unamortized financing costs and premiums.
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(3)
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During the first quarter of 2015, the company recorded charges for the amortization of deferred financing costs associated with the £3.3 billion unsecured, committed bridge loan agreement, entered into in February 2015, in connection with the announced, proposed acquisition of Rexam.
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(4)
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In January 2014, Ball completed the redemption of its outstanding 2019 senior notes and recorded charges for the associated call premium and the write off of unamortized financing costs and premiums.
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2. Business Consolidation Activities and Other Noncomparable Items (continued)
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Three Months Ended
March 31,
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($ in millions, except per share amounts)
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2015
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2014
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Net earnings attributable to Ball Corporation, as reported
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$ | 20.7 | $ | 93.5 | ||||
Business consolidation and other activities, net of tax
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36.6 | 3.2 | ||||||
Debt refinancing and other costs, net of tax
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39.5 | 20.6 | ||||||
Net earnings attributable to Ball Corporation before above transactions (Comparable Net Earnings)
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$ | 96.8 | $ | 117.3 | ||||
Per diluted share before above transactions
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$ | 0.69 | $ | 0.81 |
Three Months Ended
March 31,
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($ in millions)
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2015
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2014
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Earnings before interest and taxes, as reported
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$ | 125.9 | $ | 217.4 | ||||
Business consolidation and other activities
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52.0 | – | ||||||
EBIT before above transactions (Comparable EBIT)
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$ | 177.9 | $ | 217.4 |