Ball (BALL) 10-Q 2006 Q3 Quarterly report

Exhibit 20

Subsidiary Guarantees of Debt

The company’s Senior Notes, Senior Subordinated Notes and senior credit facilities are guaranteed on a full, unconditional and joint and several basis by certain of the company’s wholly owned domestic subsidiaries. The following is unaudited condensed, consolidating financial information for the company, segregating the guarantor subsidiaries and non-guarantor subsidiaries, as of October 1, 2006, and December 31, 2005, and for the three and nine months ended October 1, 2006, and October 2, 2005. Separate financial statements for the guarantor subsidiaries and the non-guarantor subsidiaries are not presented because management has determined that such financial statements would not be material to investors.

Page 1 of 7

	CONSOLIDATED BALANCE SHEET
	October 1, 2006
($ in millions)	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	7.4		$	3.5		$	48.2		$	–		$	59.1
Receivables, net		(0.7	)		249.0			519.9			-			768.2
Inventories, net		-			543.1			225.3			-			768.4
Deferred taxes, prepaids and other current assets		517.8			37.1			36.3			(492.5	)		98.7
Total current assets		524.5			832.7			829.7			(492.5	)		1,694.4
Property, plant and equipment, at cost		46.0			2,440.9			1,140.0			-			3,626.9
Accumulated depreciation		(18.4	)		(1,342.9	)		(444.0	)		-			(1,805.3	)
		27.6			1,098.0			696.0			-			1,821.6
Investments in subsidiaries		2,179.1			641.9			88.4			(2,909.4	)		-
Investments in affiliates		1.4			23.1			49.0			-			73.5
Goodwill		-			739.4			985.4			-			1,724.8
Intangibles and other assets, net		102.0			162.1			150.3			-			414.4
Total Assets	$	2,834.6		$	3,497.2		$	2,798.8		$	(3,401.9	)	$	5,728.7
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term debt and current portion of long-term debt	$	30.0		$	11.3		$	95.6		$	–		$	136.9
Accounts payable		52.9			377.1			228.9			-			658.9
Accrued employee costs		16.9			153.4			28.8			-			199.1
Income taxes payable		–			506.4			93.8			(492.4	)		107.8
Other current liabilities		25.8			85.8			54.7			–			166.3
Total current liabilities		125.6			1,134.0			501.8			(492.4	)		1,269.0
Long-term debt		1,591.4			14.2			806.1			-			2,411.7
Intercompany borrowings		(291.9	)		773.9			216.9			(698.9	)		-
Employee benefit obligations		180.7			234.1			422.6			–			837.4
Deferred taxes and other liabilities		108.9			(107.8	)		84.7			-			85.8
Total liabilities		1,714.7			2,048.4			2,032.1			(1,191.3	)		4,603.9
Contingencies
Minority interests		-			-			4.9			-			4.9
Shareholders’ equity:
Convertible preferred stock		-			-			179.6			(179.6	)		-
Preferred shareholders’ equity		-			-			179.6			(179.6	)		-
Common stock		694.1			824.4			495.5			(1,319.9	)		694.1
Retained earnings (deficit)		1,475.6			794.1			23.5			(817.6	)		1,475.6
Accumulated other comprehensive earnings (loss)		(57.5	)		(169.7	)		63.2			106.5			(57.5	)
Treasury stock, at cost		(992.3	)		-			-			-			(992.3	)
Common shareholders’ equity		1,119.9			1,448.8			582.2			(2,031.0	)		1,119.9
Total shareholders’ equity		1,119.9			1,448.8			761.8			(2,210.6	)		1,119.9
Total Liabilities and Shareholders’ Equity	$	2,834.6		$	3,497.2		$	2,798.8		$	(3,401.9	)	$	5,728.7

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	CONSOLIDATED BALANCE SHEET
	December 31, 2005
($ in millions)	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	8.0		$	1.7		$	51.3		$	-		$	61.0
Receivables, net		0.8			166.0			209.8			-			376.6
Inventories, net		-			439.4			230.9			-			670.3
Deferred taxes and prepaid expenses		340.0			193.0			55.6			(470.7	)		117.9
Total current assets		348.8			800.1			547.6			(470.7	)		1,225.8
Property, plant and equipment, at cost		45.7			2,081.9			1,025.8			-			3,153.4
Accumulated depreciation		(17.0	)		(1,237.0	)		(342.8	)		-			(1,596.8	)
		28.7			844.9			683.0			-			1,556.6
Investment in subsidiaries		1,988.6			453.8			88.4			(2,530.8	)		-
Investment in affiliates		1.4			17.0			47.0			-			65.4
Goodwill, net		-			340.8			917.8			-			1,258.6
Intangibles and other assets		118.3			62.3			56.4			-			237.0
	$	2,485.8		$	2,518.9		$	2,340.2		$	(3,001.5	)	$	4,343.4
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term debt and current portion of long-term debt	$	29.1		$	3.3		$	84.0		$	-		$	116.4
Accounts payable		59.5			305.3			187.6			-			552.4
Accrued employee costs		15.8			154.7			27.9			-			198.4
Income taxes payable		-			507.1			91.1			(470.7	)		127.5
Other current liabilities		18.9			111.4			51.0			-			181.3
Total current liabilities		123.3			1,081.8			441.6			(470.7	)		1,176.0
Long-term debt		600.2			20.8			852.3			-			1,473.3
Intercompany borrowings		792.9			(110.0	)		16.0			(698.9	)		-
Employee benefit obligations		164.7			218.6			400.9			-			784.2
Deferred taxes and other liabilities		(30.6	)		45.1			55.0			-			69.5
Total liabilities		1,650.5			1,256.3			1,765.8			(1,169.6	)		3,503.0
Minority interests		-			-			5.1			-			5.1
Shareholders’ equity
Convertible preferred stock		-			-			179.6			(179.6	)		-
Preferred shareholders’ equity		-			-			179.6			(179.6	)		-
Common stock		633.6			804.5			487.0			(1,291.5	)		633.6
Retained earnings		1,227.9			649.8			(119.1	)		(530.7	)		1,227.9
Accumulated other comprehensive earnings (loss)		(100.7	)		(191.7	)		21.8			169.9			(100.7	)
Treasury stock, at cost		(925.5	)		-			-			-			(925.5	)
Common shareholders’ equity		835.3			1,262.6			389.7			(1,652.3	)		835.3
Total shareholders’ equity		835.3			1,262.6			569.3			(1,831.9	)		835.3
	$	2,485.8		$	2,518.9		$	2,340.2		$	(3,001.5	)	$	4,343.4

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	CONSOLIDATED STATEMENT OF EARNINGS
	For the Three Months Ended October 1, 2006
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total
Net sales	$	-		$	1,379.6		$	489.8		$	(47.1	)	$	1,822.3
Costs and expenses
Cost of sales (excluding depreciation and amortization)		-			1,190.7			382.4			(47.1	)		1,526.0
Depreciation and amortization		0.9			40.7			22.9			-			64.5
Property insurance gain		-			-			(2.8	)		-			(2.8	)
Selling, general and administrative		3.4			47.9			15.2			-			66.5
Interest expense		6.1			16.2			14.9			-			37.2
Equity in results of subsidiaries		(94.5	)		-			-			94.5			-
Corporate allocations		(21.6	)		17.7			3.9			-			-
		(105.7	)		1,313.2			436.5			47.4			1,691.4
Earnings (loss) before taxes		105.7			66.4			53.3			(94.5	)		130.9
Tax provision		(4.2	)		(11.7	)		(17.0	)		-			(32.9	)
Minority interests		-			-			(0.1	)		-			(0.1	)
Equity in results of affiliates		-			1.3			2.3			-			3.6
Net earnings (loss)	$	101.5		$	56.0		$	38.5		$	(94.5	)	$	101.5

	CONSOLIDATED STATEMENT OF EARNINGS
	For the Three Months Ended October 2, 2005
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total
Net sales	$	-		$	1,217.6		$	453.8		$	(87.5	)	$	1,583.9
Costs and expenses
Cost of sales (excluding depreciation and amortization)		-			1,062.2			354.4			(87.5	)		1,329.1
Depreciation and amortization		0.8			32.5			21.1			-			54.4
Business consolidation costs		-			19.3			−			-			19.3
Selling, general and administrative		(4.1	)		39.9			16.8			-			52.6
Interest expense		8.5			9.1			8.1			-			25.7
Equity in results of subsidiaries		(68.9	)		-			-			68.9			-
Corporate allocations		(18.7	)		16.9			1.8			-			-
		(82.4	)		1,179.9			402.2			(18.6	)		1,481.1
Earnings (loss) before taxes		82.4			37.7			51.6			(68.9	)		102.8
Tax provision		(3.1	)		(8.4	)		(15.1	)		-			(26.6	)
Minority interests		-			-			(0.2	)		-			(0.2	)
Equity in results of affiliates		-			1.2			2.1			-			3.3
Net earnings (loss)	$	79.3		$	30.5		$	38.4		$	(68.9	)	$	79.3

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	CONSOLIDATED STATEMENT OF EARNINGS
	For the Nine Months Ended October 1, 2006
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total
Net sales	$	-		$	3,835.2		$	1,335.2		$	(140.7	)	$	5,029.7
Costs and expenses
Cost of sales (excluding depreciation and amortization)		-			3,329.8			1,043.2			(140.7	)		4,232.3
Depreciation and amortization		2.5			116.6			64.9			-			184.0
Property insurance gain		-			-			(76.9	)		-			(76.9	)
Business consolidation costs		-			-			1.7			-			1.7
Selling, general and administrative		45.5			109.3			55.5			-			210.3
Interest expense		21.3			38.3			38.5			-			98.1
Equity in results of subsidiaries		(287.0	)		-			-			287.0			-
Corporate allocations		(57.1	)		47.7			9.4			-			-
		(274.8	)		3,641.7			1,136.3			146.3			4,649.5
Earnings (loss) before taxes		274.8			193.5			198.9			(287.0	)		380.2
Tax provision		4.0			(52.8	)		(63.8	)		-			(112.6	)
Minority interests		-			-			(0.5	)		-			(0.5	)
Equity in results of affiliates		-			3.7			8.0			-			11.7
Net earnings (loss)	$	278.8		$	144.4		$	142.6		$	(287.0	)	$	278.8

	CONSOLIDATED STATEMENT OF EARNINGS
	For the Nine Months Ended October 2, 2005
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total
Net sales	$	-		$	3,401.5		$	1,258.1		$	(199.6	)	$	4,460.0
Costs and expenses
Cost of sales (excluding depreciation and amortization)		-			2,943.3			984.9			(199.6	)		3,728.6
Depreciation and amortization		2.3			97.5			61.0			-			160.8
Business consolidation costs		-			19.3			8.8			-			28.1
Selling, general and administrative		7.7			112.5			51.4			-			171.6
Interest expense		20.8			29.4			25.6			-			75.8
Equity in results of subsidiaries		(203.0	)		-			-			203.0			-
Corporate allocations		(51.5	)		46.2			5.3			-			-
		(223.7	)		3,248.2			1,137.0			3.4			4,164.9
Earnings (loss) before taxes		223.7			153.3			121.1			(203.0	)		295.1
Tax provision		(6.8	)		(48.5	)		(34.0	)		-			(89.3	)
Minority interests		-			-			(0.7	)		-			(0.7	)
Equity in results of affiliates		-			2.6			9.2			-			11.8
Net earnings (loss)	$	216.9		$	107.4		$	95.6		$	(203.0	)	$	216.9

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	CONSOLIDATED STATEMENT OF CASH FLOWS
	For the Nine Months Ended October 1, 2006
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total
Cash flows from operating activities
Net earnings (loss)	$	278.8		$	144.4		$	142.6		$	(287.0	)	$	278.8
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		2.5			116.6			64.9			-			184.0
Property insurance gain		–			–			(76.9	)		–			(76.9	)
Business consolidation costs		–			–			1.7			–			1.7
Deferred taxes		(3.1	)		4.7			24.5			-			26.1
Equity in results of subsidiaries		(287.0	)		–			–			287.0			–
Other, net		17.2			(35.0	)		(23.2	)		-			(41.0	)
Changes in working capital components, excluding effects of acquisitions		(23.4	)		(18.2	)		(215.0	)		-			(256.6	)
Net cash provided by (used in) operating activities		(15.0	)		212.5			(81.4	)		-			116.1
Cash flows from investing activities
Additions to property, plant and equipment		(2.2	)		(143.3	)		(42.1	)		-			(187.6	)
Business acquisitions, net of cash acquired		–			(730.8	)		(55.6	)		–			(786.4	)
Property insurance proceeds		–			–			32.4			–			32.4
Investments in and advances to affiliates, net of dividends		(896.8	)		668.2			228.6			-			–
Other, net		(3.5	)		6.2			7.0			-			9.7
Net cash provided by (used in) investing activities		(902.5	)		(199.7	)		170.3			-			(931.9	)
Cash flows from financing activities
Long-term borrowings		984.1			–			–			–			984.1
Repayments of long-term borrowings		–			(3.0	)		(97.9	)		-			(100.9	)
Change in short-term borrowings		2.3			-			4.7			-			7.0
Proceeds from issuance of common stock		27.9			-			-			-			27.9
Acquisitions of treasury stock		(72.6	)		–			-			-			(72.6	)
Common dividends		(30.7	)		–			–			–			(30.7	)
Other, net		5.9			(8.0	)		–			-			(2.1	)
Net cash provided by (used in) financing activities		916.9			(11.0	)		(93.2	)		-			812.7
Effect of exchange rate changes on cash		–			–			1.2			-			1.2
Net change in cash and cash equivalents		(0.6	)		1.8			(3.1	)		-			(1.9	)
Cash and cash equivalents - Beginning of period		8.0			1.7			51.3			-			61.0
Cash and cash equivalents - End of period	$	7.4		$	3.5		$	48.2		$	-		$	59.1

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	CONSOLIDATED STATEMENT OF CASH FLOWS
	For the Nine Months Ended October 2, 2005
	Ball			Guarantor			Non-Guarantor			Eliminating			Consolidated
($ in millions)	Corporation			Subsidiaries			Subsidiaries			Adjustments			Total
Cash flows from operating activities
Net earnings (loss)	$	216.9		$	107.4		$	95.6		$	(203.0	)	$	216.9
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		2.3			97.5			61.0			-			160.8
Business consolidation costs		-			19.3			8.8			-			28.1
Deferred taxes		(7.5	)		(21.7	)		(29.9	)		-			(59.1	)
Equity in results of subsidiaries		(203.0	)		-			-			203.0			-
Other, net		11.1			(4.9	)		(3.2	)		-			3.0
Changes in other working capital components		(39.6	)		53.6			(78.9	)		-			(64.9	)
Net cash provided by (used in) operating activities		(19.8	)		251.2			53.4			-			284.8
Cash flows from investing activities
Additions to property, plant and equipment		(4.2	)		(109.2	)		(80.8	)		-			(194.2	)
Investments in and advances to affiliates, net of dividends		108.6			(141.2	)		32.6			-			-
Other, net		(11.1	)		2.4			(0.5	)		-			(9.2	)
Net cash provided by (used in) investing activities		93.3			(248.0	)		(48.7	)		-			(203.4	)
Cash flows from financing activities
Long-term borrowings		155.0			0.4			-			-			155.4
Repayments of long-term borrowings		(40.6	)		(3.0	)		(46.1	)		-			(89.7	)
Change in short-term borrowings		52.0			-			37.2			-			89.2
Proceeds from issuance of common stock		28.2			-			-			-			28.2
Acquisitions of treasury stock		(338.6	)		-			-			-			(338.6	)
Common dividends		(32.3	)		-			-			-			(32.3	)
Net cash used in financing activities		(176.3	)		(2.6	)		(8.9	)		-			(187.8	)
Effect of exchange rate changes on cash		-			-			(1.9	)		-			(1.9	)
Net change in cash and cash equivalents		(102.8	)		0.6			(6.1	)		-			(108.3	)
Cash and cash equivalents - Beginning of period		113.8			0.6			84.3			-			198.7
Cash and cash equivalents - End of period	$	11.0		$	1.2		$	78.2		$	-		$	90.4

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