BALL Corp 8-K/A, filed Feb 16, 2024
BALL Corp (BALL)
About this 8-K/A
BALL Corp filed this 8-K/A on February 16, 2024.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
Amendment No. 1
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of Registrant as specified in its charter)
| | | | |||
| (State of | | (Commission | | (IRS Employer | |
| Incorporation) | | File No.) | | Identification No.) | |
(Address of principal executive offices, including ZIP Code)
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. | ☐ |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Explanatory Note
Item 8.01. Other Events.
This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K of Ball Corporation (“Ball”) filed with the Securities and Exchanges Commission on February 16, 2024 (the “Initial Filing”), in which Ball reported the completion of the sale of its aerospace business, after previously entering into a Stock Purchase Agreement with BAE Systems, Inc., a Delaware corporation (the “Transaction”).
This Amendment No. 1 does not amend any other items of the Initial Filing or purport to provide an update or a discussion of any developments at Ball or its subsidiaries subsequent to the Initial Filing and is being filed solely to provide the disclosures required by Item 9.01 of Form 8-K that were not previously filed with the Initial Filing. The information previously reported in or filed with the Initial Filing is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
Ball unaudited pro forma financial information required under Item 9.01(b) in connection with the Transaction, including an unaudited pro forma condensed consolidated balance sheet as of September 30, 2023, and unaudited pro forma condensed consolidated statements of earnings for the nine months ended September 30, 2023, and for each of the three years ended December 31, 2022, 2021, and 2020, is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
(d) Exhibits.
Exhibit No. | Description |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BALL CORPORATION | ||
| (Registrant) | ||
| | | |
| | | |
| By: | /s/ Hannah Lim-Johnson | |
| | Hannah Lim-Johnson | |
| | Title: Senior Vice President, Chief Legal Officer and Corporate Secretary | |
Date: February 16, 2024
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On February 16, 2024, Ball Corporation (“Ball” or the “Company”) completed the previously announced divesture of its Aerospace business segment (the “Business”) to BAE Systems, Inc. (“BAE”) and, for the limited purposes set forth therein, BAE Systems plc, for a purchase price of $5.6 billion, subject to working capital adjustments and other customary closing adjustments under the terms of the Agreement (the “Divestiture” or the “Transaction”). The Transaction represents a strategic shift and therefore, beginning with Ball’s quarterly report on Form 10-Q for the period ending March 31, 2024, the Business’ historical financial results for periods prior to the Divestiture will be reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented.
The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2023 is presented as if the Divestiture had occurred on that day. The unaudited pro forma condensed consolidated statements of earnings for the nine months ended September 30, 2023, and for each of the three years ended December 31, 2022, 2021, and 2020, are presented as if the Divestiture occurred on January 1, 2020.
The unaudited pro forma condensed consolidated financial statements (the “Pro Formas”) are based on the historical consolidated financial statements of Ball, and in the opinion of Ball management, all adjustments and disclosures have been prepared in accordance with Regulation S-X, Article 11. All adjustments shown are transaction accounting adjustments and do not reflect the potential uses of proceeds, synergies, or dis-synergies that may be derived in future periods. The Pro Formas are subject to the assumptions and adjustments described in the accompanying notes and are based on information presently available.
The Pro Formas are presented for illustrative purposes only and do not necessarily reflect the results of operations or the financial position of Ball that actually would have resulted had the Divestiture occurred at the dates indicated, nor project the results of operations or financial position of Ball for any future date or period. The Pro Formas and the accompanying notes should be read in conjunction with:
| ● | the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Ball’s Form 10-K for the year ended December 31, 2022 and |
| ● | the unaudited condensed consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Ball’s Form 10-Q for the three and nine months ended September 30, 2023. |
1
BALL CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2023
| | | | | Removal of | | Transaction | | | | ||
| | | | | Aerospace | | Accounting | | | | ||
($ in millions) |
| As Reported |
| Note (a) |
| Adjustments | | Pro Forma | ||||
| | | | | | | | | | | | |
Assets | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 1,335 | | $ | — | | $ | 5,474 | (b) | $ | 6,809 |
Receivables, net | | | 2,059 | | | (274) | | | — | | | 1,785 |
Inventories, net | | | 1,688 | | | (28) | | | — | | | 1,660 |
Other current assets | | | 326 | | | (25) | | | — | | | 301 |
Total current assets | | | 5,408 | | | (327) | | | 5,474 | | | 10,555 |
Noncurrent assets | | | | | | | | | | | | |
Property, plant and equipment, net | | | 7,264 | | | (658) | | | — | | | 6,606 |
Goodwill | | | 4,222 | | | (40) | | | — | | | 4,182 |
Intangible assets, net | | | 1,315 | | | (53) | | | — | | | 1,262 |
Other assets | | | 1,723 | | | (88) | | | — | | | 1,635 |
Total assets | | $ | 19,932 | | $ | (1,166) | | $ | 5,474 | | $ | 24,240 |
| | | | | | | | | | | | |
Liabilities and Equity | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | |
Short-term debt and current portion of long-term debt | | $ | 2,108 | | $ | — | | $ | — | | $ | 2,108 |
Accounts payable | | | 3,294 | | | (89) | | | 47 | (e) | | 3,252 |
Accrued employee costs | | | 310 | | | (93) | | | 19 | (e) | | 236 |
Other current liabilities | | | 1,003 | | | (214) | | | 1,006 | (c)(f) | | 1,795 |
Total current liabilities | | | 6,715 | | | (396) | | | 1,072 | | | 7,391 |
Noncurrent liabilities | | | | | | | | | | | | |
Long-term debt | | | 7,483 | | | — | | | — | | | 7,483 |
Employee benefit obligations | | | 813 | | | (135) | | | — | | | 678 |
Deferred taxes | | | 445 | | | — | | | 178 | (c)(f) | | 623 |
Other liabilities | | | 468 | | | (79) | | | — | | | 389 |
Total liabilities | | | 15,924 | | | (610) | | | 1,250 | | | 16,564 |
| | | | | | | | | | | | |
Equity | | | | | | | | | | | | |
Common stock | | | 1,304 | | | — | | | — | | | 1,304 |
Retained earnings | | | 7,673 | | | (621) | | | 4,224 | (d) | | 11,276 |
Accumulated other comprehensive earnings (loss) | | | (642) | | | 65 | | | — | | | (577) |
Treasury stock, at cost | | | (4,397) | | | — | | | — | | | (4,397) |
Total Ball Corporation shareholders' equity | | | 3,938 | | | (556) | | | 4,224 | | | 7,606 |
Noncontrolling interests | | | 70 | | | — | | | — | | | 70 |
Total equity | | | 4,008 | | | (556) | | | 4,224 | | | 7,676 |
Total liabilities and equity | | $ | 19,932 | | $ | (1,166) | | $ | 5,474 | | $ | 24,240 |
The accompanying notes are an integral part of the unaudited pro forma financial statements.
2
BALL CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023
| | | | | Removal of | | Transaction | | | | ||
| | | | Aerospace | | Accounting | | | | |||
($ in millions, except per share amounts) | | As Reported | | Note (a) | | Adjustments | | Pro Forma | ||||
| | | | | | | | | | | | |
Net sales | | $ | 10,626 | | $ | (1,467) | | $ | — | | $ | 9,159 |
| | | | | | | | | | | | |
Costs and expenses | | | | | | | | | | | | |
Cost of sales (excluding depreciation and amortization) | | | (8,655) | | | 1,205 | | | — | | | (7,450) |
Depreciation and amortization | | | (509) | | | 60 | | | — | | | (449) |
Selling, general and administrative | | | (428) | | | 42 | | | — | | | (386) |
Business consolidation and other activities | | | (61) | | | — | | | — | | | (61) |
| | | (9,653) | | | 1,307 | | | — | | | (8,346) |
| | | | | | | | | | | | |
Earnings before interest and taxes | | | 973 | | | (160) | | | — | | | 813 |
| | | | | | | | | | | | |
Interest expense | | | (350) | | | (1) | | | — | | | (351) |
Debt refinancing and other costs | | | — | | | — | | | — | | | — |
Total interest expense | | | (350) | | | (1) | | | — | | | (351) |
| | | | | | | | | | | | |
Earnings before taxes | | | 623 | | | (161) | | | — | | | 462 |
Tax (provision) benefit | | | (79) | | | (24) | | | — | | | (103) |
Equity in results of affiliates, net of tax | | | 13 | | | — | | | — | | | 13 |
Net earnings | | | 557 | | | (185) | | | — | | | 372 |
Net earnings attributable to noncontrolling interests | | | 4 | | | — | | | — | | | 4 |
Net earnings attributable to Ball Corporation | | $ | 553 | | $ | (185) | | $ | — | | $ | 368 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | |
Basic | | $ | 1.76 | | | | | | | | $ | 1.17 |
Diluted | | $ | 1.74 | | | | | | | | $ | 1.16 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Weighted average shares outstanding: (000s) | | | | | | | | | | | | |
Basic | | | 314,596 | | | | | | | | | 314,596 |
Diluted | | | 316,938 | | | | | | | | | 316,938 |
The accompanying notes are an integral part of the unaudited pro forma financial statements.
3
BALL CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2022
| | | | | Removal of | | Transaction | | | | ||
| | | | Aerospace | | Accounting | | | | |||
($ in millions, except per share amounts) | | As Reported | | Note (a) | | Adjustments | | Pro Forma | ||||
| | | | | | | | | | | | |
Net sales | | $ | 15,349 | | $ | (1,977) | | $ | — | | $ | 13,372 |
| | | | | | | | | | | | |
Costs and expenses | | | | | | | | | | | | |
Cost of sales (excluding depreciation and amortization) | | | (12,766) | | | 1,644 | | | — | | | (11,122) |
Depreciation and amortization | | | (672) | | | 78 | | | — | | | (594) |
Selling, general and administrative | | | (626) | | | 85 | | | — | | | (541) |
Business consolidation and other activities | | | (71) | | | — | | | (66) | (e) | | (137) |
| | | (14,135) | | | 1,807 | | | (66) | | | (12,394) |
| | | | | | | | | | | | |
Earnings before interest and taxes | | | 1,214 | | | (170) | | | (66) | | | 978 |
| | | | | | | | | | | | |
Interest expense | | | (312) | | | — | | | — | | | (312) |
Debt refinancing and other costs | | | (18) | | | — | | | — | | | (18) |
Total interest expense | | | (330) | | | — | | | — | | | (330) |
| | | | | | | | | | | | |
Earnings before taxes | | | 884 | | | (170) | | | (66) | | | 648 |
Tax (provision) benefit | | | (159) | | | 16 | | | 16 | (c) | | (127) |
Equity in results of affiliates, net of tax | | | 7 | | | — | | | — | | | 7 |
Net earnings | | | 732 | | | (154) | | | (50) | | | 528 |
Net earnings attributable to noncontrolling interests | | | 13 | | | — | | | — | | | 13 |
Net earnings attributable to Ball Corporation | | $ | 719 | | $ | (154) | | $ | (50) | | $ | 515 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | |
Basic | | $ | 2.27 | | | | | | | | $ | 1.63 |
Diluted | | $ | 2.25 | | | | | | | | $ | 1.61 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Weighted average shares outstanding: (000s) | | | | | | | | | | | | |
Basic | | | 316,433 | | | | | | | | | 316,433 |
Diluted | | | 320,008 | | | | | | | | | 320,008 |
The accompanying notes are an integral part of the unaudited pro forma financial statements
4
BALL CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2021
| | | | | Removal of | | Transaction | | | | ||
| | | | Aerospace | | Accounting | | | | |||
($ in millions, except per share amounts) | | As Reported | | Note (a) | | Adjustments | | Pro Forma | ||||
| | | | | | | | | | | | |
Net sales | | $ | 13,811 | | $ | (1,911) | | $ | — | | $ | 11,900 |
| | | | | | | | | | | | |
Costs and expenses | | | | | | | | | | | | |
Cost of sales (excluding depreciation and amortization) | | | (11,085) | | | 1,603 | | | — | | | (9,482) |
Depreciation and amortization | | | (700) | | | 65 | | | — | | | (635) |
Selling, general and administrative | | | (593) | | | 74 | | | — | | | (519) |
Business consolidation and other activities | | | (142) | | | 74 | | | — | | | (68) |
| | | (12,520) | | | 1,816 | | | — | | | (10,704) |
| | | | | | | | | | | | |
Earnings before interest and taxes | | | 1,291 | | | (95) | | | — | | | 1,196 |
| | | | | | | | | | | | |
Interest expense | | | (270) | | | (1) | | | — | | | (271) |
Debt refinancing and other costs | | | (13) | | | — | | | — | | | (13) |
Total interest expense | | | (283) | | | (1) | | | — | | | (284) |
| | | | | | | | | | | | |
Earnings before taxes | | | 1,008 | | | (96) | | | — | | | 912 |
Tax (provision) benefit | | | (156) | | | (16) | | | — | | | (172) |
Equity in results of affiliates, net of tax | | | 26 | | | — | | | — | | | 26 |
Net earnings | | | 878 | | | (112) | | | — | | | 766 |
Net earnings attributable to noncontrolling interests | | | — | | | — | | | — | | | — |
Net earnings attributable to Ball Corporation | | $ | 878 | | $ | (112) | | $ | — | | $ | 766 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | |
Basic | | $ | 2.69 | | | | | | | | $ | 2.35 |
Diluted | | $ | 2.65 | | | | | | | | $ | 2.31 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Weighted average shares outstanding: (000s) | | | | | | | | | | | | |
Basic | | | 325,989 | | | | | | | | | 325,989 |
Diluted | | | 331,615 | | | | | | | | | 331,615 |
The accompanying notes are an integral part of the unaudited pro forma financial statements.
5
BALL CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2020
| | | | | Removal of | | Transaction | | | | ||
| | | | Aerospace | | Accounting | | | | |||
($ in millions, except per share amounts) | | As Reported | | Note (a) | | Adjustments | | Pro Forma | ||||
| | | | | | | | | | | | |
Net sales | | $ | 11,781 | | $ | (1,741) | | $ | — | | $ | 10,040 |
| | | | | | | | | | | | |
Costs and expenses | | | | | | | | | | | | |
Cost of sales (excluding depreciation and amortization) | | | (9,323) | | | 1,466 | | | — | | | (7,857) |
Depreciation and amortization | | | (668) | | | 53 | | | — | | | (615) |
Selling, general and administrative | | | (525) | | | 69 | | | — | | | (456) |
Business consolidation and other activities | | | (262) | | | — | | | — | | | (262) |
| | | (10,778) | | | 1,588 | | | — | | | (9,190) |
| | | | | | | | | | | | |
Earnings before interest and taxes | | | 1,003 | | | (153) | | | — | | | 850 |
| | | | | | | | | | | | |
Interest expense | | | (275) | | | (1) | | | — | | | (276) |
Debt refinancing and other costs | | | (41) | | | — | | | — | | | (41) |
Total interest expense | | | (316) | | | (1) | | | — | | | (317) |
| | | | | | | | | | | | |
Earnings before taxes | | | 687 | | | (154) | | | — | | | 533 |
Tax (provision) benefit | | | (99) | | | — | | | — | | | (99) |
Equity in results of affiliates, net of tax | | | (6) | | | — | | | — | | | (6) |
Net earnings | | | 582 | | | (154) | | | — | | | 428 |
Net earnings (loss) attributable to noncontrolling interests | | | (3) | | | — | | | — | | | (3) |
Net earnings attributable to Ball Corporation | | $ | 585 | | $ | (154) | | $ | — | | $ | 431 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | |
Basic | | $ | 1.79 | | | | | | | | $ | 1.32 |
Diluted | | $ | 1.76 | | | | | | | | $ | 1.30 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Weighted average shares outstanding: (000s) | | | | | | | | | | | | |
Basic | | | 326,260 | | | | | | | | | 326,260 |
Diluted | | | 332,815 | | | | | | | | | 332,815 |
The accompanying notes are an integral part of the unaudited pro forma financial statements.
6
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
| (a) | Reflects the removal of the assets, liabilities and operations attributable to the Aerospace business, which were included in the Company’s historical financial statements. Historical tax expense attributed to the Aerospace business has been provided using the applicable statutory income tax rates in effect within the respective tax jurisdictions during the periods presented, adjusted for tax benefits associated with the U.S. federal research and development tax credit and the federal tax benefit of state and local taxes. The amounts are considered preliminary, and as such, actual results could materially differ from these estimates. |
| (b) | Reflects the Divestiture purchase price of $5.6 billion, that was subject to working capital adjustments and other customary closing adjustments under the terms of the Agreement, resulting in a cash payment from BAE to Ball at closing of $5.47 billion. The use of the proceeds from the Transaction are not reflected in the unaudited pro forma condensed consolidated balance sheet because such uses are not contractually committed or estimable. |
| (c) | Reflects the estimated income tax impact of the pro forma transaction accounting adjustments at the applicable statutory income tax rates in effect within the respective tax jurisdictions during the periods presented, adjusted for the federal tax benefit of state and local taxes. |
| (d) | Represents the estimated pre-tax gain resulting from the Divestiture of $4.8 billion, which is subject to final working capital adjustments and other customary closing adjustments under the terms of the Agreement. This also is the effect of the transaction accounting adjustments described in notes (b), (c), (e) and (f) on shareholders' equity. |
| (e) | Represents the accrual of additional estimated transaction and other associated costs incurred by Ball pursuant to the Divestiture that are not already reflected in the historical results. Total transaction and other associated costs related to the Transaction are estimated to be $85 million. These costs will not affect the Company’s income statement beyond 12 months after the disposal date. As of September 30, 2023, $19 million of such costs were already incurred and included as part of the historical results. |
| (f) | The Divestiture is structured as an asset sale for income tax purposes. The gain is estimated to increase current tax expense by $1.0 billion. In addition, $178 million of deferred tax assets are estimated to reverse in connection with the transaction. These adjustments reflect the income tax effects using the applicable enacted statutory income tax rates in effect within the respective tax jurisdictions during the period presented, adjusted for the federal tax benefit of state and local taxes. The amounts are considered preliminary, and as such, actual results could materially differ from these estimates. |
7