Ball Annual Report 2011 | Quarterlytics

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Ball Corporation
2011 Annual Report

Drive for 10
Drive for 10 is a mindset around perfection,
with a greater sense of urgency around our future success.

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www.ball.com

Ball Corporation
10 Longs Peak Drive
Broomfield, CO 80021
(303) 469-3131

Drive for 10

Drive
for

We know
who we are.

Proud of our rich history, we recognize the whole
of our company is greater than the sum of its parts.
Most importantly, we believe in our people, our culture
and our ability to deliver value to all our stakeholders.
Though we encourage and embrace our diversity
of thought, business, location and language,
we are “One Ball,” valuing:

> Uncompromising Integrity
> Being Close to Our Customers
> Behaving Like Owners
> Focusing on Attention to Detail
> Being Innovative

Ball introduced Drive for 10 during 2011 as a
vision to achieve continued, long-term success .
It is based on Ball’s strong foundation and identifies
key strategies to drive growth and create value for
Ball’s shareholders .

Drive
for

We know what
is important.

Ball Corporation

In order to reach our goals, we must excel in these areas:

held for sale . . . . . . . . . . . . . . . . . . .

$ 7,284.6 $ 6,927 .7 $ 6,488 .3 $ 6,368 .7 $ 6,020 .6 $ 5,840 .9 $ 4,361 .5 $ 4,485 .0 $ 4,070 .4 $ 4,130 .9

People and Culture Focus
We must have the best people,
providing them the right
support, rewards and growth
opportunities to thrive.

Sustainability
We must balance our economic,
environmental and social
impacts for greater long-term
success.

Customer Focus
We must be viewed as a
strategic partner at each
of our key customers.

Operational Excellence
We must be the most
competitive in terms of cost,
quality and service in all the
markets in which we compete
by continually driving for
efﬁciencies in all our processes.

Innovation &
Business Development
We must identify and drive
proﬁtable growth.

Ball Corporation

common shareholders(d) . . . . . . . .

5.8%

32 .6%

25 .5%

(6 .7)%

4 .0%

10 .9%

(8 .8)%

48 .8%

17 .4%

46 .0%

Drive
for

We know
where
we are going.

We want to be the best at everything we do, and will continually
strive for perfection at Ball as we pursue our strategy of:

> Maximizing value in our existing businesses
> Expanding into new products and capabilities
> Aligning ourselves with the right customers and markets
> Broadening our geographic reach
> Leveraging our know-how and technological expertise

to provide a competitive advantage

Ball Corporation

of Selected Financial Data |2011

Ten-Year Review

Ball Corporation and Subsidiaries

($ in millions, except per share amounts )

2011

2010

2009

2008

2007

2006

2005

2004

2003

2002

Net sales . . . . . . . . . . . . . . . . . . . . . . . .

$ 8,630.9 $ 7,630 .0 $ 6,710 .4 $ 6,826 .1 $ 6,722 .9 $ 5,927 .9 $ 5,263 .7 $ 5,039 .2 $ 4,601 .0 $ 3,503 .7

Legal settlement . . . . . . . . . . . . . . . . .

–

−

(85 .6)

−

Total net sales . . . . . . . . . . . . . . . . . . .

$ 8,630.9 $ 7,630 .0 $ 6,710 .4 $ 6,826 .1 $ 6,637 .3 $ 5,927 .9 $ 5,263 .7 $ 5,039 .2 $ 4,601 .0 $ 3,503 .7

to Ball Corporation(a) . . . . . . . . . . .

$ 444.0 $ 468 .0 $

387 .9 $

319 .5 $ 281 .3 $ 329 .6 $ 272 .1 $ 302 .1 $ 232 .2 $ 152 .6

shareholders’ equity . . . . . . . . . . .

32.4%

30 .2%

29 .1%

26 .3%

22 .4%

32 .7%

27 .9%

31 .8%

35 .7%

30 .6%

Basic earnings (loss) per share(a)(b) . .

2.69 $

2 .59 $

2 .07 $

1 .67 $

1 .39 $

1 .59 $

1 .26 $

1 .36 $

1 .04 $

0 .68

shares outstanding (000s)(b) . . . . .

165,275

180,746

187,572

191,714

202,372

206,676

215,516

221,692

223,420

225,268

per share(a)(b). . . . . . . . . . . . . . . . . . .

2.63 $

2 .55 $

2 .04 $

1 .65 $

1 .37 $

1 .57 $

1 .24 $

1 .33 $

1 .02 $

0 .66

shares outstanding (000s)(b) . . . . .

168,590

183,538

189,978

194,038

205,520

209,902

219,464

227,580

228,550

230,152

Net earnings (loss) attributable

Return on average common

Basic weighted average common

Diluted earnings (loss)

Diluted weighted average common

Total assets, including assets

Total interest bearing debt and

Ball Corporation common

capital lease obligations . . . . . . . .

$ 3,144.1 $ 2,812 .3 $ 2,596 .2 $ 2,410 .1 $ 2,358 .6 $ 2,451 .7 $ 1,589 .7 $ 1,660 .7 $ 1,686 .9 $ 1,981 .0

shareholders’ equity . . . . . . . . . . .

$ 1,219.1 $ 1,581 .0 $ 1,581 .3 $ 1,085 .8 $ 1,342 .5 $ 1,165 .4 $ 853 .4 $ 1,093 .9 $ 808 .6 $ 491 .4

Market capitalization(c) . . . . . . . . . . . .

$ 5,724.9 $ 5,857 .7 $ 4,860 .9 $ 3,898 .3 $ 4,510 .1 $ 4,540 .4 $ 4,138 .8 $ 4,956 .2 $ 3,359 .1 $ 2,904 .8

Net debt to market capitalization(c) . .

52.0%

45 .4%

49 .1%

58 .6%

48 .9%

50 .7%

36 .9%

29 .5%

49 .1%

59 .3%

Cash dividends per share(b) . . . . . . . .

0.28 $

0 .20 $

0 .18 $

0 .12 $

0 .09

Book value per share(b) . . . . . . . . . . . .

7.60 $

8 .82 $

8 .41 $

5 .79 $

6 .70 $

5 .60 $

4 .10 $

4 .85 $

3 .58 $

2 .16

Market value per share(b) . . . . . . . . . .

$ 35.71 $ 34 .03 $ 25 .85 $ 20 .80 $ 22 .50 $ 21 .80 $ 19 .86 $ 21 .99 $ 14 .89 $ 12 .80

Annual return (loss) to

(a)

Includes business consolidation activities and other items affecting comparability between years . Additional details about the 2011, 2010 and 2009 items are

available in the notes to the consolidated financial statements within Item 8 of the included Form 10-K .

(b) Amounts have been retrospectively adjusted for two-for-one stock splits effected on February 15, 2011, August 23, 2004, and February 22, 2002 .

(c) Market capitalization is defined as the number of common shares outstanding at year end multiplied by the year-end closing price of Ball common stock .

(d) Change in stock price plus dividends paid, assuming reinvestment of all dividends paid . Information for this calculation is included in the shareholder return

Net debt is total debt less cash and cash equivalents .

performance chart in Item 5 of the included Form 10-K .

are trademarks of Ball Corporation Reg . U .S . Pat . & Tm . Office .

Please recycle.

2011 |

Letter to
Shareholders

Dear Fellow Shareholder, Ball Corporation’s 2011 results were among the best in our company’s

132-year history, built on the unique strengths of our people, products and operations around the

world. Ball generated net earnings attributable to the company of $444 million as we continued

to leverage our expertise and capabilities to generate significant free cash flow, which we used to

return value to our shareholders and execute numerous actions to position Ball for growth in 2012

and beyond. We also introduced in 2011 our Drive for 10 vision, a strategy for long-term success

which builds on Ball’s rich history and strong foundation and emphasizes five strategic levers that

will help us achieve continued growth over the next decade.

Despite wider economic uncertainty in much

of the world in 2011, Ball’s comparable diluted
earnings per share grew nearly 16 percent and our
stock price closed the year at $35.71, generating
a total return to investors of nearly 6 percent.
Also during the year, our company completed a
two-for-one split of the company’s common stock,
increased the quarterly cash dividend by 40 percent
to 7 cents on a post-split basis and repurchased a
net $474 million of Ball stock. In all, Ball returned
more than $500 million in value to shareholders
in 2011 in the form of share repurchases and
dividends ($46 million).

In January 2012, we announced a further

increase of nearly 43 percent in Ball’s dividend,
to 10 cents per share, effective in March, and
a new stock repurchase authorization to buy up
to 30 million shares of the company’s common
stock. These actions reflect our expectations of
continued strong free cash flow generation and
earnings performance.

We are pleased that the company created
significant value for our shareholders in 2011
in a challenging and volatile environment. As
importantly, our focus for much of the year was
on devising and implementing a strategy for
continued, long-term value creation. At its highest
level, Drive for 10 is a mindset around perfection,

“Our focus for much of
the year was on devising
and implementing a
strategy for continued,
long-term value creation.”

John A. Hayes
President and Chief Executive Officer

Ball Corporation | 2011 Annual Report

2011 | Letter to

Shareholders

with a greater sense of urgency around our
future success. It is grounded in our past
and in the values and practices that have
helped Ball thrive since our company’s
founding. While elements of it are not new
to Ball Corporation – indeed, many are
strengths for us – Drive for 10 requires a
more proactive, “One Ball” global approach
to sustained growth for our company so that
we can continue to create value for our
stakeholders – our shareholders, our
customers, our employees, our suppliers
and our communities.

Building on a Strong Foundation
In order to anticipate the future, it is important
to understand and respect the past. Ball’s
past reaches back more than a century, to
our founding by five brothers in 1880. We know
who we are at Ball, and we are proud of our
rich history and of our heritage of delivering
value to all our stakeholders through uncom-
promising integrity, being close to our
customers, behaving like owners, focusing
on attention to detail and being innovative.
As a company and as individual Ball
employees, we are customer driven. The
products we make and the markets where we
invest are aligned directly with what we can do
for our customers. We strive to be viewed as
a strategic partner at each of our customers.

We know where
we are going.
We want to be the best at everything we do,
and will continually strive for perfection at
Ball as we pursue our strategy of:

Maximizing value in our existing businesses

The foundation of Ball’s Drive for 10 vision is maximizing
value in our existing businesses. These businesses are the
bedrock that enables the company’s growth into new markets
and geographies. Key actions taken during 2011 include:

• The successful relocation and start up of metal
food can production equipment to Ball’s Oakdale, Calif.,
plant from the company’s former facility in Richmond,
British Columbia.

• The relocation of a beverage can line from a planned
facility in Poland to Ball’s existing plant in Belgrade, Serbia.

• The completion of a 28,000-square-foot expansion of

Ball’s Aerospace Manufacturing Center in Westminster,
Colo., and the kick off of a 70,000-square-foot expansion
of the company’s John W. Fisher Manufacturing and
Environmental Test Facilities in Boulder, Colo. The AMC
expansion created increased manufacturing space and
is expected to improve productivity by 20 percent. The
Boulder project will enable Ball to bid and execute upon
larger, satellite-based programs.

• The start up of metal beverage can lines in our
Ft. Worth, Texas, and Whitby, Ontario, plants in North
America to meet customer demand, and the closure
of a 12-ounce beverage can plant in Torrance, Calif.

• The realization of Ball’s greenhouse gas (GHG)
emissions reduction goal of 16 percent as part of the
U.S. Environmental Protection Agency’s Climate Leaders
program. Ball exceeded its goal, reducing its global GHG
emissions by 18 percent compared to a 2002 baseline and
is continuing actions to further reduce emissions.

Attention to detail and being innovative are
also important to who we are. Finding ways
to save fractions of pennies in businesses
that produce tens of billions of recyclable
metal packages is imperative, and attention
to detail is a necessity when it comes to
identifying new ways to capture those pennies.
Our manufacturing
facilities across
NET AMOUNT OF
our corporation
COMPANY STOCK
have long operated
REPURCHASED BY BALL
within our culture
IN 2011:
of continuous
BLL
improvement, and
whether it is
M
improving efficien-

DURING THE PAST 10 YEARS
BALL STOCK PROVIDED
SHAREHOLDERS WITH A
TOTAL RETURN OF:

341%

474$

Ball Corporation | 2011 Annual Report

NUMBER OF CRAFT

BEERS CURRENTLY

PACKAGED

IN BALL CANS:

322+

SINCE 2002, BALL HAS

REDUCED GLOBAL

GREENHOUSE GAS

EMISSIONS BY:

18%

Ball opened a new production line in its metal beverage
can plant in Serbia in 2011, doubling production to meet
export demand.

Rich and detailed graphics help our
customers build distinctive brands that
stand out on retail shelves.

Our engineers continually improve Ball’s
can production lines to make what is
already a very efficient package even
more efficient.

The beryllium primary mirror segments
on the James Webb Space Telescope
undergo cryogenic acceptance testing
at the Marshall Space Flight Center X-ray
& Cryogenic Facility in Huntsville, Ala.

cies, achieving sustainability goals to reduce the impact on the
environment or our economic value added-based philosophy to
investment and to our incentives, attention to detail is a key compo-
nent in how we generate value for our shareholders and how we
internally, as well as externally, measure success. Within our
aerospace business, attention to detail is critical for programs that
depend on our technology hundreds or thousands of miles away
from Earth. Sometimes there is only one chance to get it right,
and in our aerospace business, we do.

We also bring innovation to the table. Innovation in our aerospace
business is a given – and our creative, talented people find solutions
to unique, difficult challenges that add to our knowledge of our planet
and of planets orbiting distant stars. In our packaging businesses,
innovation adds value to our products and builds brand identity. We
provide more than 20 sizes of beverage cans to our customers as well as features such as
reclosable ends, rich and detailed can graphics and special inks that change color when a
beverage is at its optimum temperature to enjoy.

Finally, behaving like an owner is a mantra at Ball. More than 11 percent of our company

is owned by our directors and employees. But behaving like an owner goes beyond buying
Ball stock. At Ball, we make decisions as if we are using our own money, because in most
cases we are – compensation programs tied to creating economic value added ensure a
clear link between company performance and pay. This creates a culture of ownership where
decisions Ball employees make every day are based on the overall good of the company, and
reduce waste and inefficiency.

We understand what has brought us to where we are today. We believe our heritage is
a competitive advantage for us, and offers a strong foundation for future success. And we
have a clear strategy that provides a road map to get us there.

Our Drive for 10 Vision
Drive for 10 emphasizes five strategic levers that are key to growing our businesses and
achieving long-term success. Those levers are:

• Maximizing value in our existing businesses,
• Expanding into new products and capabilities,
• Aligning ourselves with the right customers and markets,
• Broadening our geographic reach, and
• Leveraging our know-how and technological expertise to provide a competitive advantage.

Ball Corporation | 2011 Annual Report

2011 | Letter to

Shareholders

Maximizing value in our existing businesses

centers on aligning our supply with demand,
manufacturing efficiencies, customer mix and
the positioning of our products. Our existing
packaging and aerospace businesses provide
a rock-solid foundation from which to build
and grow Ball.

We are also largely a fixed-cost business,
and the key to running a fixed-cost business
is increasing efficiencies while minimizing the
cost base. In our packaging business, we have
taken an industry leadership position in this
area and intend to continue to do so. In some
cases that means redeploying existing assets
to another Ball facility, as we did in 2011 in
Serbia when we relocated a beverage can
manufacturing line originally intended for a
planned plant in Poland to our Belgrade facility.
This allowed us to reduce freight costs and
accommodate growth. In the United States, we
closed a metal beverage can plant in Torrance,
Calif., and moved that equipment into other Ball
plants to better match regional supply with
demand. Our aerospace business has a unique
capability to develop and build satellites for
government agencies on fixed-price contract-
ing terms, important in a budget-constrained
government contracting environment. This
resulted in several new contracts for Ball in
2011, including the Joint Polar Satellite System
(JPSS-1), the nation’s next operational weather
forecasting satellite.

Sustainability is also a key part of maximiz-

ing value in our existing businesses. Ball’s
triple bottom line approach – balancing the
economic, environmental and social impacts of
our products and operations in our decision-
making process – creates long-term value for
all of our stakeholders. Our priorities related
to the environment and our facilities are to
continue to increase the sustainability of our
products, to reduce waste and the use of energy
and water in our operations and to ensure the
safety and development of our employees,
all while maximizing our returns. Metal
packaging is the most recycled packaging in
the world, and we have a good story to tell.

Ball Corporation | 2011 Annual Report

Ball’s expanded Graphics Center of Excellence combines
the company’s extensive metal packaging experience,
brand-building creativity and state-of-the-art technology
to deliver inclusive one-stop design-to-printed-can service
to North American packaging customers.

Expanding into new products and capabilities

Ball’s expansion into new products and capabilities will
help drive continued, long-term growth. Key actions taken
during 2011 include:

• Ball’s acquisition of Aerocan S.A.S, a leading supplier
of extruded aluminum aerosol cans and bottles in Europe.
Ball now manufactures extruded aluminum aerosol cans
and bottles, and aluminum slugs used to make them, for
customers in the personal care, pharmaceutical, beverage
and food industries.

• Ball’s introduction of an 8-oz. “trim” can ideal for juices

and other beverages for portion-conscious consumers,
which meets recommended USDA guidelines that specify
eight ounces as the maximum serving size for beverages
sold in schools.

• Expansion of the company’s Graphics Center of
Excellence in Westminster, Colo. Ball’s GCOE delivers
high-quality can graphics, customer convenience and
among the fastest pilot turnaround times in the industry
to Ball’s beverage packaging customers in North America.

• The introduction in the United Kingdom of Ball’s
“Handy Can,” a shorter and more compact new 25cl can
perfect for multipacks and consumers on the go.

• Becoming the first beverage can supplier to
manufacture a 568mL can – about 19.2 ounces – in
North America. The 568mL can, often called a royal
or imperial pint in the United Kingdom, offers Ball’s
North American customers a unique size to differentiate
their brands and appeal to consumers.

• The start up of Ball’s second Alumi-Tek® bottle
production line, in Golden, Colo., to meet customer
demand for the popular aluminum bottle.

DURING THE PAST 10 YEARS

BALL STOCK PROVIDED

SHAREHOLDERS WITH A

TOTAL RETURN OF:

341%

NET AMOUNT OF

COMPANY STOCK

REPURCHASED BY BALL

IN 2011:

474$

BLL

Aligning ourselves with
the right customers and markets

By aligning ourselves with the right customers and
markets, Ball will continue to grow as our businesses
provide the best value, quality and services to customers
and understand their needs and direction. Key actions
taken during 2011 include:

• Continued growth with craft beer brewers as they
transition into Ball’s lightweight and infinitely recyclable
cans. This industry trend grew more than 150 percent
in 2011 as more craft brewers sought the economic and
sustainability advantages of cans. Nine out of the top
10 craft beer breweries by volume have added cans into
their packaging mix to drive new, incremental sales of
their brand.

• The extension or successful renegotiation of agree-
ments with key customers in growing product segments
and geographic regions in the United States, Europe,
South America and Asia. In December, Ball Corporation
signed a 10-year contract extension with MillerCoors LLC
for the Rocky Mountain Metal Container joint venture
and extended its commercial supply agreement with
MillerCoors LLC as its sole supplier of cans.

• The successful launch of NASA’s NPP satellite, the
agency’s first Earth-observing satellite to measure both
global climate and key weather data to provide long-term
climate projections and improve short-term weather
forecasts. Ball Aerospace built the BCP 2000 satellite bus
and one of the five sensors aboard NPP, the Ozone Mapping
and Profiler Suite.

NASA’s NPP satellite, which includes critical Ball-built
technology, measure’s both global climate and key weather
data to provide long-term climate projections and
improve forecasts.

NUMBER OF CRAFT
BEERS CURRENTLY
PACKAGED
IN BALL CANS:

322+

During 2011, Ball

18%

SINCE 2002, BALL HAS
REDUCED GLOBAL
GREENHOUSE GAS
EMISSIONS BY:

took a number of
important steps to
broaden our geo-
graphic reach. We
continue to pursue
profitable expan-
sion to meet our
customers’ needs
in growth regions such as South America
and Asia. Each of these regions of the world
provide opportunities for us, and the
projects we announced in 2011 – including
new joint venture beverage can plants in
northeastern Brazil and in Vietnam, and a
new, modern beverage can plant in Qingdao,
China – we believe will create value for our
customers and shareholders. As we look
forward, both near and long term, we see
additional opportunities for us to leverage
our customer relationships and technological
skills to capture growth in those and other
emerging markets.

Aligning ourselves with the right customers

and markets is at the core of what we do.
Our customer base includes companies behind
the most well-known beverage, food and
household products brands in the world and
agencies that provide needed defense and
civil space solutions, involving start-up craft
and other regional beer brewers and remote
sensing companies that are using industry-
leading technology to provide useful new
services to businesses and consumers.

Today, Ball’s top 10 customers make up
more than 50 percent of our global sales, and
we will continue to pursue profitable growth
with our customers in markets around the
world. We strive to get close to our customers
and make sure we are providing the best
value, the highest quality and the best service.
Our relationship with DigitalGlobe®, a company
Ball helped found in the 1990s that today is
behind the most technologically advanced
remote sensing satellites orbiting our planet –
satellites built by Ball – has been a great
success for both companies.

Ball Corporation | 2011 Annual Report

2011 | Letter to

Shareholders

NUMBER OF CRAFT
BEERS CURRENTLY
PACKAGED
IN BALL CANS:

322+

SINCE 2002, BALL HAS
REDUCED GLOBAL
GREENHOUSE GAS
EMISSIONS BY:

Over the past
several years, we
have also executed
a concerted effort
to rebalance our
customer portfolio
in our packaging
businesses. By
understanding their

18%

DURING THE PAST 10 YEARS
BALL STOCK PROVIDED
SHAREHOLDERS WITH A
TOTAL RETURN OF:

341%

NET AMOUNT OF
COMPANY STOCK
REPURCHASED BY BALL
IN 2011:

474$

BLL
M

Groundbreaking ceremonies were held in March for Ball’s
new plant in Qingdao, China. The plant is scheduled to start
production by the end of the first quarter of 2012.

Broadening our geographic reach

Ball pursues growth opportunities in developing and
emerging markets where the company can support
customer expansion and create value for shareholders.
Key actions taken during 2011 include:

• Acquiring Ball’s partners’ 60 percent interests
in a former joint venture metal beverage can plant
in Qingdao, China, and beginning construction of a new,
expanded plant in Qingdao to meet customer demand.
The new plant is scheduled to start up by the end of
the first quarter of 2012.

• The construction of a new joint venture beverage
can plant in Vietnam. The plant is scheduled to begin
production by the end of the first quarter of 2012.

• The construction of a new joint venture beverage
can plant in Alagoinhas, in fast-growing northeastern
Brazil. The plant is scheduled to start up by the end of
the first quarter of 2012.

• The start up of two production lines in our Velim,
Czech Republic, extruded aluminum aerosol packaging
plant. Velim was one of four plants that expanded
Ball’s European business through the acquisition of
Aerocan S.A.S.

needs, we believe that we are going to have
great opportunities with all of these customers
as we help grow their businesses as well as
ours in addition to continuing to expand our
customer base.

Expanding into new products and capabili-

ties is a necessity if we are going to achieve
our Drive for 10 vision. As we expand, Ball
aligns with customer needs on both a regional
and global basis. We know how to make both
models work, and recognize the importance of
achieving enough scale to succeed, the critical
role of manufacturing expertise and experi-
ence and the need to understand the entire
supply chain for our products.

One example is the European extruded
aluminum container business we acquired in
early 2011, which complements a U.S. business
acquired in 2010. We can now balance the
scale and diversity of our extruded aluminum
packaging customer mix, while continuing to
grow with customers around the world where
we see opportunities in regions where we
currently don’t do business.

Through product innovation, we can help

our customers create a higher tier pricing
strategy to differentiate premium from every-
day brands. Whether it is personal care, beer,
carbonated soft drinks or any of the many
products that use Ball containers, we are able
to provide our customers with packaging that
can improve their price points, drive volumes
and create new markets and, in return, help
us grow with them. In a dynamic aerospace
and defense market, we continue to leverage
our unique capabilities into critical national
infrastructure programs such as the United
States’ next weather satellite, the Joint Polar

Ball Corporation | 2011 Annual Report

Leveraging our know-how and technological
expertise to provide a competitive advantage

NUMBER OF CRAFT
BEERS CURRENTLY
PACKAGED
IN BALL CANS:

Ball takes a longer-term view of technology opportunities
and challenges, applying the company’s extensive technical
expertise to create a competitive advantage. Key actions
taken during 2011 include:

SINCE 2002, BALL HAS
REDUCED GLOBAL
GREENHOUSE GAS
EMISSIONS BY:

DURING THE PAST 10 YEARS
BALL STOCK PROVIDED
SHAREHOLDERS WITH A
TOTAL RETURN OF:

322+

18%

• Successfully completing the critical design review

for DigitalGlobe’s® next generation remote-sensing
satellite, WorldView-3. Ball is providing the BCP 5000
for WorldView-3, scheduled for launch in 2014. The
BCP 5000’s power, stability, agility, and data storage
and transmission capability, together meet the
requirements to deliver comprehensive Earth
remote-sensing information.

341%

• Leveraging Ball’s aluminum bottle technology
platform to explore and develop opportunities for the
popular package in markets around the globe. Ball is
the world’s largest producer of commercial aluminum
beverage bottles.

• NASA’s selection of Ball as one of four companies

that will study the storage and transfer of cryogenic
propellants in space, important for the agency’s future
deep space human exploration missions.

• Receiving two “Best of Category” awards in the
International Metal Decorator’s Association’s annual
“Excellence in Quality” competition. The competition
recognizes companies that provide dynamic and
high-quality decorated pieces for metal packaging.

Ball is exploring technology opportunities around the world
for the company’s growing aluminum bottle platform.

474$

BLL
M

NET AMOUNT OF
COMPANY STOCK
REPURCHASED BY BALL
IN 2011:

Satellite System,
and next fighter
aircraft, the F-35
Joint Strike Fighter.
Finally, leverag-
ing technology and
know-how provides
a competitive
advantage and
differentiates Ball. Technology has long
been one of the foundational elements of
Ball Corporation’s business success. We
have been in more than 45 businesses during
our long history, all of which have been tied
to evolutions and sometimes revolutions
in technology.

Our focus is on a longer-term perspective
of future technology opportunities, threats and
challenges. We must be able to look around
corners and see what is ahead to provide
Ball with a competitive advantage over time.
Sustainability offers near-term technology
possibilities around decreasing energy and
water use, reducing risk where the supply of
resources is inconsistent or constrained, and
increasing recycled content in our products.
Over the longer term, leveraging technology
could include completely new manufacturing
equipment or the introduction of breakthroughs
in other industries into our processes.

All of these things – maximizing value
in our existing businesses, broadening our
geographic reach, aligning with the right
customers and markets, expanding into new
products, and leveraging our technology – are
a part of our Drive for 10 vision for success
over the next 10 years.

We Are Optimistic About the Future
In a volatile world, our products typically
perform well in emerging and mature
markets. In addition to delivering products
safely and reliably to consumers in even
remote settings, metal packaging offers the
best value, quality and sustainability advan-
tages to our customers and to consumers.
Our aerospace technologies and services

Ball Corporation | 2011 Annual Report

2011 | Letter to

Shareholders

experience greater demand in part because of geopolitical uncer-
tainty. As a result, Ball is well-positioned for continued growth even
in today’s economic environment.

Financially, Ball is as strong as it has ever been in terms of our
company’s balance sheet, limited debt maturities and very competi-
tive and flexible capital structure. Ball’s businesses generate
significant free cash flow, which – consistent with our strong belief
in behaving like owners – we allocate in a disciplined manner, using
economic value added principles, to buy back our stock, maximize
existing operations and grow through acquisitions and investments
in our businesses to return value to our shareholders. Over the
past decade we have generated nearly $4 billion of free cash flow,
including $505 million in 2011 even after investing approximately
$250 million in internal growth opportunities in our businesses.

Beverage cans are portable, lightweight
and can go where consumers want
to go. Cans are also 100 percent
infinitely recyclable.

A new technology – augmented reality –
combines recyclable metal packaging
with virtual product presentation to
further enhance the can’s 360-degree
billboard to build brands.

Metal packaging enjoys the highest
recycling rates of any packaging in
the world.

Our Drive for 10 vision focuses on continuing Ball’s strong performance over the next
decade, and the momentum we built in 2011 provides us with a strong start toward that goal.
We expect investments made in growth projects in 2011 to benefit 2012 results as those
projects come online, and our Drive for 10 actions will play a key role in helping Ball achieve
our goal of 10 to 15 percent earnings per share growth in 2012 and beyond while increasing
the EVA® dollars we generate.

Our people are truly the heart of Ball Corporation, and are the reason for our success.
Ball’s 14,500 dedicated employees throughout the world know who we are, where we are
going and what is important. Together, we are focused on a shared Drive for 10 vision to
continue Ball’s success well into the future.

Best regards,

John A. Hayes

President and
Chief Executive Officer

Ball Corporation | 2011 Annual Report

Corporate and Operating Management |2011

Directors,

Directors

Robert W. Alspaugh
Retired chief executive
officer of KPMG
International
of New York City

Hanno C. Fiedler
Retired chairman and
chief executive officer
of Ball Packaging
Europe

John A. Hayes
President and chief
executive officer of
Ball Corporation

R. David Hoover
Chairman of the
board of
Ball Corporation

John F. Lehman
Chairman of J.F.
Lehman & Company
of New York City

Pedro Henrique
Mariani *
Chairman of the
board of
Banco BBM of
Rio de Janeiro

Georgia R. Nelson
President and chief
executive officer
of PTI Resources,
L.L.C. of Chicago

Committees

Audit
Robert W. Alspaugh
Jan Nicholson
George M. Smart
Theodore M. Solso
Erik H. van der Kaay

Jan Nicholson
President of The
Grable Foundation
of Pittsburgh

George M. Smart
Retired president of
Sonoco-Phoenix, Inc.
of Canton, Ohio

Theodore M. Solso
Retired chairman and
chief executive officer
of Cummins Inc. of
Columbus, Indiana

Stuart A. Taylor II
Chief executive officer
of The Taylor Group,
L.L.C. of Chicago

Erik H. van
der Kaay
Retired chairman
of the board of
Symmetricom, Inc.
of San Jose,
California

Finance
Hanno C. Fiedler
John F. Lehman
Jan Nicholson
Erik H. van der Kaay

Human Resources
Georgia R. Nelson
George M. Smart
Theodore M. Solso
Stuart A. Taylor II

Nominating /
Corporate Governance
Robert W. Alspaugh
John F. Lehman
Georgia R. Nelson
Stuart A. Taylor II

* Advisory Director

Corporate and Operating Management

Gihan Atapattu
President, Ball Asia Pacific Ltd.

Charles E. Baker
Vice president, general counsel
and corporate secretary

Shawn M. Barker
Vice president and controller

John A. Hayes
President and chief executive officer

Gerrit Heske
President, Ball Packaging Europe

Michael L. Hranicka
President, metal beverage
packaging division, Americas

Douglas K. Bradford
Vice president, financial reporting and tax

Jeffrey A. Knobel
Vice president and treasurer

Michael W. Feldser
President, metal food and household
products packaging division, Americas

Colin J. Gillis
President, Latapack-Ball Embalagens Ltda.

Scott C. Morrison
Senior vice president and chief financial officer

Lisa A. Pauley
Senior vice president, human resources
and administration

James N. Peterson
Vice president, marketing and
corporate affairs

Raymond J. Seabrook
Executive vice president and chief operating
officer, global packaging operations

David L. Taylor
President and chief executive officer,
Ball Aerospace & Technologies Corp.

Leroy J. Williams, Jr.
Vice president, information
technology and services

Ball Corporation | 2011 Annual Report

2011|

Shareholder
Information

Quarterly Stock Prices and Dividends

Quarterly prices for the company’s common stock, as

reported on the composite tape, and quarterly dividends

in 2011 and 2010 were:

2011

Quarter Quarter Quarter Quarter

4th

3rd

2nd

1st

High . . . . . . . . . . . . . . $ 36.11 $ 40.56 $ 39.55 $ 37.43

Low . . . . . . . . . . . . . . . 29.69

30.67

35.60

33.41

Dividends per share . .

.07

2010

Quarter Quarter Quarter Quarter

4th

3rd

2nd

1st

High. . . . . . . . . . . . . . . $ 34.85

$ 30.24 $ 28.05 $ 27.56

Low . . . . . . . . . . . . . . . 29.36

25.68

23.35

24.72

Dividends per share . .

.05

2010 amounts have been adjusted to reflect a two-for-one stock split which
was effective February 15, 2011.

Quarterly Results and Company Information
Quarterly financial information and company news
are posted on www.ball.com. For investor relations
call (303) 460-3537.

Purchase Plan
A dividend reinvestment and voluntary stock purchase
plan for Ball Corporation shareholders permits purchase
of the company’s common stock without payment of
a brokerage commission. Participants in this plan may
have cash dividends on their shares automatically
reinvested and, if they choose, invest by making
optional cash payments. Additional information on the
plan is available by writing Computershare, Dividend
Reinvestment Service, P.O. Box 43081, Providence, RI
02940-3081. The toll-free number is (800) 446-2617, and
the website is www.computershare.com/investor. You
can access your Ball Corporation common stock account
information on the Internet 24 hours a day, 7 days a
week through Computershare’s website. If you need
assistance, please call Computershare at (877) 843-9327
between 8 a.m. and 5 p.m. Eastern time.

Annual Meeting
The annual meeting of Ball Corporation shareholders
will be held to tabulate the votes cast and to report the

10 Ball Corporation | 2011 Annual Report

results of voting on the matters listed in the proxy
statement sent to all shareholders. No other business
and no presentations are planned. The meeting to report
voting results will be held on Wednesday, April 25, 2012,
at 8 a.m. Mountain time at Ball Corporation’s
headquarters in Broomfield, Colo.

Annual Report on Form 10-K
The Annual Report on Form 10-K for 2011 filed by the
company with the United States Securities and Exchange
Commission is enclosed.

Certifications
The company has filed with the New York Stock Exchange
the chief executive officer’s annual certification regarding
compliance with the NYSE’s corporate governance listing
standards. The company also has filed with the United
States Securities and Exchange Commission all required
certifications by its chief executive officer and its chief
financial officer regarding the quality of the company’s
public disclosures.

Transfer Agent and Registrar
Computershare
P.O. Box 43069
Providence, RI 02940-3069

Investor Relations
Ann T. Scott
Director, Investor Relations
Ball Corporation
P.O. Box 5000
Broomfield, CO 80038-5000
(303) 460-3537

Sustainability
Ball Corporation is a member of the Sustainable
Packaging Coalition and Connected Organizations
for a Responsible Economy. Find out more about our
sustainability initiatives at www.ball.com/sustainability.

Equal Opportunity
Ball Corporation is an equal opportunity employer.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-7349
Ball Corporation
State of Indiana 35-0160610
10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado 80021-2510

Registrant’s telephone number, including area code: (303) 469-3131

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, without par value

Securities registered pursuant to Section 12(g) of the Act: NONE

Name of each exchange
on which registered
New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES  NO 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES  NO 

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. YES  NO 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data

File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. YES  NO 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be

contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting

company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer 

Non-accelerated filer 
(Do not check if a smaller reporting company)

Accelerated filer 

Smaller reporting company 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES  NO 

The aggregate market value of voting stock held by non-affiliates of the registrant was $6.5 billion based upon the closing market price and common
shares outstanding as of July 3, 2011.

Number of shares and rights outstanding as of the latest practicable date.

Class

Outstanding at February 15, 2012

Common Stock, without par value
Preferred Stock Purchase Right

156,118,400 shares
78,059,200 rights

1. Proxy statement to be filed with the Commission within 120 days after December 31, 2011, to the extent indicated in Part III.

DOCUMENTS INCORPORATED BY REFERENCE

Ball Corporation and Subsidiaries
ANNUAL REPORT ON FORM 10-K
For the year ended December 31, 2011

TABLE OF CONTENTS

Page Number

PART I.

Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.

PART II.

Item 5.
Item 6.
Item 7.

Item 7A.
Item 8.

Item 9.
Item 9A.
Item 9B.

PART III.

Item 10.
Item 11.
Item 12.
Item 13.
Item 14.

PART IV.

Item 15.

Business .......................................................................................................................................................
Risk Factors .................................................................................................................................................
Unresolved Staff Comments ........................................................................................................................
Properties .....................................................................................................................................................
Legal Proceedings ........................................................................................................................................
(Reserved) ....................................................................................................................................................

Market for the Registrant’s Common Stock and Related Stockholder Matters ...........................................
Selected Financial Data ...............................................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations ......................
Forward-Looking Statements ......................................................................................................................
Quantitative and Qualitative Disclosures About Market Risk .....................................................................
Financial Statements and Supplementary Data ............................................................................................
Report of Independent Registered Public Accounting Firm ........................................................................
Consolidated Statements of Earnings for the Years Ended December 31, 2011, 2010 and 2009 ................
Consolidated Balance Sheets at December 31, 2011, and December 31, 2010 ...........................................
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2010 and 2009 ...........
Consolidated Statements of Shareholders’ Equity and Comprehensive Earnings for the Years

Ended December 31, 2011, 2010 and 2009 .............................................................................................
Notes to Consolidated Financial Statements ................................................................................................
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ......................
Controls and Procedures ..............................................................................................................................
Other Information ........................................................................................................................................

Directors, Executive Officers and Corporate Governance of the Registrant ...............................................
Executive Compensation .............................................................................................................................
Security Ownership of Certain Beneficial Owners and Management .........................................................
Certain Relationships and Related Transactions ..........................................................................................
Principal Accountant Fees and Services ......................................................................................................

Exhibits, Financial Statement Schedules .....................................................................................................
Signatures ....................................................................................................................................................
Index to Exhibits ..........................................................................................................................................

1
6
11
12
14
14

14
16
17
27
28
30
30
31
32
33

34
35
89
89
89

90
91
91
91
91

92
93
95

Item 1. Business

PART I

Ball Corporation and its consolidated subsidiaries (Ball, we, the company or our) is one of the world’s leading suppliers of metal
packaging to the beverage, food, personal care and household products industries. The company was organized in 1880 and
incorporated in the state of Indiana, United States of America (U.S.), in 1922. Our packaging products are produced for a variety of
end uses and are manufactured in facilities around the world. We also provide aerospace and other technologies and services to
governmental and commercial customers within our aerospace and technologies segment. In 2011, our total consolidated net sales
were $8.6 billion. Our packaging businesses were responsible for 91 percent of our net sales, with the remaining 9 percent contributed
by our aerospace business.

Our largest product lines are aluminum and steel beverage containers. We also produce steel food containers and steel and aluminum
aerosol containers for beverages, food, personal care and household products, as well as steel paint cans, decorative steel tins and
aluminum slugs.

We sell our packaging products mainly to major beverage, food, personal care and household products companies with which we have
developed long-term customer relationships. This is evidenced by our high customer retention and our large number of long-term
supply contracts. While we have a diversified customer base, we sell a majority of our packaging products to relatively few major
companies in North America, Europe, the People’s Republic of China (PRC), Brazil and Argentina, as do our equity joint ventures in
the U.S. and Vietnam. Net sales to our major customers, as a percentage of consolidated net sales for 2011, 2010 and 2009, were as
follows:

 MillerCoors LLC represented approximately 9.5 percent, 9.9 percent and 11.1 percent, respectively;
 Coca-Cola Bottlers’ Sales & Services Company LLC represented approximately 10.7 percent, 6.1 percent and 6.0 percent,



respectively; and
Pepsi-Cola Advertising and Marketing, Inc., represented approximately 9.1 percent, 11.7 percent and 8.4 percent,
respectively.

Our aerospace business is a leader in the design, development and manufacture of innovative aerospace systems for civil, commercial
and national security aerospace markets. It produces spacecraft, instruments and sensors, radio frequency systems and components,
data exploitation solutions and a variety of advanced aerospace technologies and products that enable deep space missions.

We are headquartered in Broomfield, Colorado, U.S. Our stock is traded on the New York Stock Exchange under the ticker symbol
BLL.

Our Strategy

Our overall business strategy is defined by our Drive for 10 vision, which at its highest level is a mindset around perfection, with a
greater sense of urgency around our future success. Our Drive for 10 vision encompasses five strategic levers that are key to growing
our businesses and achieving long-term success. These five levers are:

 Maximizing value in our existing businesses
 Expanding into new products and capabilities
 Aligning ourselves with the right customers and markets
 Broadening our geographic reach and
 Leveraging our know-how and technological expertise to provide a competitive advantage

We also maintain a clear and disciplined financial strategy focused on improving shareholder returns through:

 Delivering long-term earnings per share growth of 10 percent to 15 percent per annum
 Focusing on free cash flow generation


Increasing Economic Value Added (EVA®)

The cash generated by our businesses is used primarily: (1) to finance the company’s operations, (2) to fund stock buy-back programs
and dividend payments, (3) to fund strategic capital investments and (4) to service the company’s debt. We will, when we believe it
will benefit the company and our shareholders, make strategic acquisitions, enter into joint ventures or divest parts of our company.
The compensation of many of our employees is tied directly to the company’s performance through our EVA® incentive programs.

Our Reporting Segments

Ball Corporation reports its financial performance in four reportable segments: (1) metal beverage packaging, Americas and Asia;
(2) metal beverage packaging, Europe; (3) metal food and household products packaging, Americas; and (4) aerospace and
technologies. Ball also has investments in the U.S. and Vietnam which are accounted for using the equity method of accounting and,
accordingly, those results are not included in segment sales or earnings. Financial information related to each of our segments is
included in Note 2 to the consolidated financial statements within Item 8 of this Annual Report on Form 10-K (annual report).

Profitability is sensitive to selling prices, production volumes, labor, transportation, utility and warehousing costs, as well as the
availability and price of raw materials, such as aluminum ingot and coils, tinplate steel and other direct materials. These raw materials
are generally available from several sources, and we have secured what we consider to be adequate supplies and are not experiencing
any shortages. There has been significant consolidation of raw material suppliers in both North America and Europe over the past
several years. Raw materials, energy sources and other resources used in production may from time to time be in short supply or
unavailable globally due to external factors. We cannot predict the timing or effects, if any, of such occurrences on future operations.

Metal Beverage Packaging, Americas and Asia, Segment

Metal beverage packaging, Americas and Asia, is Ball’s largest segment, accounting for 51 percent of consolidated net sales in 2011.
Metal beverage containers are primarily sold under multi-year supply contracts to fillers of carbonated soft drinks, beer, energy drinks
and other beverages.

Americas

Metal beverage containers and ends are produced at 18 manufacturing facilities in the U.S., one in Canada and three in Brazil. Can
ends are produced within four of the U.S. facilities, including two facilities that manufacture only ends, and one facility in Brazil.
Additionally, Rocky Mountain Metal Container, LLC, a 50-percent investment owned by Ball and MillerCoors, LLC, operates metal
beverage container and end manufacturing facilities in Golden, Colorado.

Where growth or contractions are projected in certain markets or for certain products, Ball undertakes selected capacity increases or
decreases in its existing facilities and may establish additional manufacturing capacity to the extent required by the growth or decline
of any of the markets we serve. In January 2011, we announced plans to close our Torrance, California, U.S., facility; relocate a line
from the Torrance facility to our Whitby, Ontario, Canada, facility and expand specialty can production in our Fort Worth, Texas,
U.S., facility. In February 2011, we announced plans to construct a new metal beverage container manufacturing facility in northeast
Brazil, which is one of the fastest growing regions of the country. The new facility will be located in Alagoinhas, Bahia, and is
expected to begin production in early 2012. The output from the first line has been contracted under a long-term supply agreement. In
the second half of 2011, we reduced capacity in our Columbus, Ohio, U.S., metal beverage container facility.

In August 2010, the company acquired an additional 10.1 percent economic interest in its Brazilian metal beverage packaging joint
venture, Latapack-Ball Embalagens Ltda. (Latapack-Ball), through a transaction with the joint venture partner, Latapack S.A. This
transaction increased the company’s overall economic interest in the joint venture to 60.1 percent and resulted in Ball becoming the
primary beneficiary of the entity and, consequently, consolidating the joint venture.

According to publicly available information and company estimates, the combined Americas metal beverage container industry
represents approximately 123 billion units. Five companies manufacture substantially all of the metal beverage containers in the U.S.
and Canada and three companies manufacture substantially all such containers in Brazil. Two of these producers and three other
independent producers also manufacture metal beverage containers in Mexico. Ball produced approximately 43 billion recyclable
metal beverage containers in the Americas in 2011 — about 35 percent of the aggregate production for those markets. Sales volumes
of metal beverage containers in North America tend to be highest during the period from April through September while in Brazil,
sales volumes tend to be highest from September through December. All of the beverage cans produced by Ball in the U.S., Canada
and Brazil are made of aluminum, as are almost all beverage cans produced by our competitors in those countries. In 2011 we were
able to recover substantially all aluminum-related cost increases levied by sheet producers through either financial or contractual
means. In the metal beverage packaging, Americas, segment, five aluminum suppliers provide virtually all of our requirements.

Metal beverage containers are sold based on price, quality, service, innovation and sustainability in a highly competitive market,
which is relatively capital intensive and is characterized by facilities that run more or less continuously in order to operate profitably.
In addition, the metal beverage container competes aggressively with other packaging materials. The glass bottle has maintained a
meaningful position in the packaged beer industry, while the PET container has grown significantly in the carbonated soft drink and
water industries over the past quarter century.

We believe we have limited our exposure related to changes in the costs of aluminum ingot as a result of the inclusion of provisions in
most metal beverage container sales contracts to pass through aluminum ingot price changes, as well as through the use of derivative
instruments.

Asia

The metal beverage container market in the PRC is approximately 18 billion containers, of which Ball’s operations represented an
estimated 28 percent in 2011. Our percentage of the industry makes us one of the largest manufacturers of metal beverage containers
in the PRC, and we plan to prudently add capacity where necessary to continue to supply this growing market. Eight other
manufacturers account for the remainder of the production. Our operations include the manufacture of aluminum containers and ends
in five facilities in the PRC. We also manufacture and sell high-density plastic containers in two PRC facilities primarily servicing the
motor oil industry.

In October 2011, we acquired our partners’ 60 percent interest in Qingdao M.C. Packaging Ltd. (QMCP), a joint venture metal
beverage container facility in Qingdao, PRC. The facility is being relocated and expanded in Qingdao, PRC, and is expected to begin
production by the end of the first quarter of 2012. Additionally, in March 2011, we entered into a joint venture agreement with Thai
Beverage Can Limited to construct a beverage container manufacturing facility in Vietnam that will begin production in the first
quarter of 2012.

In June 2010, we acquired Guangdong Jianlibao Group Co., Ltd’s 65 percent interest in a joint venture metal beverage container and
end facility (JFP) in Sanshui (Foshan), PRC. Ball had owned 35 percent of the joint venture facility since 1992. Ball acquired the
65 percent interest for $86.9 million in cash (net of cash acquired) and assumed debt, and also entered into a long-term beverage can
supply agreement with Jianlibao and one of its affiliates.

Metal Beverage Packaging, Europe, Segment

The European metal beverage container market, excluding Russia, is approximately 52 billion containers, and we are the second
largest producer with an estimated 30 percent of European shipments. The European market is highly regional in terms of sales growth
rates and packaging mix.

In January 2011, Ball completed the acquisition of Aerocan S.A.S. (Aerocan), a leading European supplier of extruded aluminum
aerosol containers, for €221.7 million ($295.2 million) in cash and assumed debt, which is net of $26.2 million of cash acquired. The
acquisition of Aerocan has enabled Ball to expand into a new product category that is growing faster than other parts of our business,
while aligning with a new customer base at returns that meet or exceed the company’s cost of capital. See Note 3 to the consolidated
financial statements within Item 8 of this annual report for further details.

The metal beverage packaging, Europe, segment, which accounted for 23 percent of Ball’s consolidated net sales in 2011, supplies
two-piece metal beverage containers and ends for producers of carbonated soft drinks, beer, energy drinks and other beverages, as well
as extruded aluminum aerosol containers and aluminum slugs. The European operations consist of 16 facilities — 10 beverage
container facilities, three extruded aluminum aerosol facilities, two beverage end facilities and one aluminum slug facility — of which
four are located in Germany, four in the United Kingdom, four in France and one each in the Netherlands, Poland, Serbia and the
Czech Republic. In addition, Ball is currently renting additional space on the premises of a supplier in Haslach, Germany, in order to
produce the Ball Resealable End (BRE). The European beverage facilities produced approximately 17 billion metal beverage
containers in 2011, with approximately 58 percent of those being produced from aluminum and 42 percent from steel. Six of the
beverage container facilities use aluminum and four use steel. The European aluminum aerosol facilities produced approximately
700 million aluminum aerosol containers in 2011.

Sales volumes of metal beverage containers in Europe tend to be highest during the period from May through August with a smaller
increase in demand leading up to the winter holiday season in the United Kingdom. As in North America, the metal beverage
container competes aggressively with other packaging materials used by the European beer and carbonated soft drink industries. The
glass bottle is heavily utilized in the packaged beer industry, while the PET container is utilized in the carbonated soft drink, beer,
juice and mineral water industries.

European raw material supply contracts are generally for a period of one year, although Ball has negotiated some longer term
agreements. In Europe three steel suppliers and four aluminum suppliers provide approximately 95 percent of our requirements.
Aluminum is traded primarily in U.S. dollars, while the functional currencies of the European operations are non-U.S. dollars. The
company generally tries to minimize the resulting exchange rate risk using derivative and supply contracts in local currencies. In
addition, purchase and sales contracts generally include fixed price, floating and pass-through pricing arrangements.

Metal Food and Household Products Packaging, Americas, Segment

The metal food and household products packaging, Americas, segment, accounted for 17 percent of consolidated net sales in 2011.
Ball produces two-piece and three-piece steel food containers and ends for packaging vegetables, fruit, soups, meat, seafood,
nutritional products, pet food and other products. The segment also manufactures and sells aerosol, paint and general line containers,
as well as decorative specialty containers and aluminum slugs. There are a total of 15 facilities in the U.S. and Canada that produce
these products. In addition, the company manufactures and sells steel aerosol containers in two facilities in Argentina.

Sales volumes of metal food containers in North America tend to be highest from May through October as a result of seasonal fruit,
vegetable and salmon packs. We estimate our 2011 shipments of approximately 5 billion steel food containers to be approximately
18 percent of total U.S. and Canadian metal food container shipments. We estimate our aerosol business accounts for approximately
41 percent of total annual U.S. and Canadian steel aerosol shipments. In the U.S. and Canada, we are the leading supplier of aluminum
slugs used in the production of extruded aluminum aerosol containers and estimate our percentage of the total industry shipments to be
approximately 98 percent.

Competitors in the metal food container product line include two national and a small number of regional suppliers and self
manufacturers. Several producers in Mexico also manufacture steel food containers. Competition in the U.S. steel aerosol container
market primarily includes three other national suppliers. Steel containers also compete with other packaging materials in the food and
household products industry including glass, aluminum, plastic, paper and the stand-up pouch. As a result, profitability for this
product line is dependent on price, cost reduction, service and quality. In North America, two steel suppliers provide nearly 65 percent
of our tinplate steel. We believe we have limited our exposure related to changes in the costs of steel tinplate and aluminum as a result
of the inclusion of provisions in many sales contracts to pass through steel and aluminum cost changes and the existence of certain
other steel container sales contracts that incorporate annually negotiated metal costs. In 2011, we were able to pass through the
majority of steel cost increases levied by producers.

Cost containment is crucial to maintaining profitability in the food and aerosol container manufacturing industries and Ball is focused
on doing so. Toward that end, in the second quarter of 2011, Ball closed its metal food container manufacturing facility in Richmond,
British Columbia; and during prior years, Ball closed its aerosol container manufacturing facilities in Tallapoosa, Georgia, and
Commerce, California. The two aerosol facility closures resulted in a net reduction in manufacturing capacity of 10 production lines,
including the relocation of two high-speed aerosol lines to other existing Ball facilities, and allowed us to supply customers from a
more consolidated asset base.

Aerospace and Technologies Segment

Ball’s aerospace and technologies segment, which accounted for 9 percent of consolidated net sales in 2011, includes national defense
hardware; antenna and video component technologies; civil and operational space hardware; and systems engineering services. The
segment develops spacecraft, sensors and instruments, radio frequency systems and other advanced technologies for the civil,
commercial and national security aerospace markets. The majority of the aerospace and technologies business involves work under
contracts, generally from one to five years in duration, as a prime contractor or subcontractor for the U.S. Department of Defense
(DoD), the National Aeronautics and Space Administration (NASA) and other U.S. government agencies. The company competes
against both large and small prime contractors and subcontractors for these contracts. Contracts funded by the various agencies of the
federal government represented 87 percent of segment sales in 2011.

Intense competition and long operating cycles are key characteristics of both the company’s business and the aerospace and defense
industry. It is common in the aerospace and defense industry for work on major programs to be shared among a number of companies.
A company competing to be a prime contractor may, upon ultimate award of the contract to another competitor, become a
subcontractor for the ultimate prime contracting company. It is not unusual to compete for a contract award with a peer company and,
simultaneously, perform as a supplier to or a customer of that same competitor on other contracts, or vice versa.

Geopolitical events, and shifting executive and legislative branch priorities have resulted in an increase in opportunities over the past
decade in areas matching our aerospace and technologies segment’s core capabilities in space hardware. In 2011, we saw an increase
in space hardware orders, our traditional strength, combined with continued growth in opportunities related to our information services
and tactical components. The businesses include hardware, software and services sold primarily to U.S. customers, with emphasis on

space science and exploration, environmental and Earth sciences, and defense and intelligence applications. Major activities frequently
involve the design, manufacture and testing of satellites, remote sensors and ground station control hardware and software, as well as
related services such as launch vehicle integration and satellite operations. Uncertainties in the federal government budgeting process
could delay the funding, or even result in cancellation of certain programs currently in our reported backlog.

Other hardware activities include target identification, warning and attitude control systems and components; cryogenic systems for
reactant storage, and associated sensor cooling devices; star trackers, which are general-purpose stellar attitude sensors; and fast-
steering mirrors. Additionally, the aerospace and technologies segment provides diversified technical services and products to
government agencies, prime contractors and commercial organizations for a broad range of information warfare, electronic warfare,
avionics, intelligence, training and space systems needs.

Backlog in the aerospace and technologies segment was $897 million and $989 million at December 31, 2011 and 2010, respectively,
and consisted of the aggregate contract value of firm orders, excluding amounts previously recognized as revenue. The 2011 backlog
includes $507 million expected to be recognized in revenues during 2012, with the remainder expected to be recognized in revenues
thereafter. Unfunded amounts included in backlog for certain firm government orders, which are subject to annual funding, were
$470 million and $620 million at December 31, 2011 and 2010, respectively. Year-over-year comparisons of backlog are not
necessarily indicative of the trend of future operations due to the nature of varying delivery and milestone schedules on contracts and
funding of programs.

Discontinued Operations — Plastic Packaging, Americas

In August 2010, we completed the sale of our plastics packaging, Americas, business to Amcor Limited and received gross proceeds
of $258.7 million. This amount included $15 million of contingent consideration recognized at closing and is net of post-closing
adjustments of $21.3 million. The sale of our plastics packaging business included five U.S. facilities that manufactured polyethylene
terephthalate (PET) bottles and preforms and polypropylene bottles, as well as associated customer contracts and other related assets
and liabilities.

Patents

In the opinion of the company’s management, none of our active patents or groups of patents is material to the successful operation of
our business as a whole. We manage our intellectual property portfolio to obtain the durations necessary to achieve our business
objectives.

Research and Development

Research and development (R&D) efforts in our packaging segments are primarily directed toward packaging innovation, specifically
the development of new features, sizes, shapes and types of containers, as well as new uses for existing containers. Other R&D efforts
in these segments seek to improve manufacturing efficiencies and the overall sustainability of our products. Our R&D activities are
primarily conducted in the Ball Technology & Innovation Center (BTIC) located in Westminster, Colorado, U.S., and in a technical
center located in Bonn, Germany.

In our aerospace business, we continue to focus our R&D activities on the design, development and manufacture of innovative
aerospace products and systems. This includes the production of spacecraft, instruments and sensors, radio frequency and system
components, data exploitation solutions and a variety of advanced aerospace technologies and products that enable deep space
missions. Our aerospace R&D activities are conducted at various locations in the U.S.

Additional information regarding company R&D activity is contained in Note 1 to the consolidated financial statements within Item 8
of this annual report, as well as included in Item 2, “Properties.”

Sustainability and the Environment

Sustainability is a key part of maximizing value at Ball. We believe that our triple bottom line approach — balancing the economic,
environmental and social impacts of our products and operations in our decision-making process — creates long-term value for all of
our stakeholders. Our priorities with regard to our people and the environment are to ensure the safety and development of our
employees, continue to increase the sustainability of our products and reduce waste and the use of energy and water in our operations.

Metal packaging is the most recycled packaging in the world. The 2010 recycling rate in the U.S. for aluminum cans was 58 percent,
the highest recycling rate for any beverage container. The 2009 U.S. recycling rate for steel cans was 66 percent. According to the
most recently published data in North America, the aluminum can sheet we buy contains an average of 68 percent total recycled
content and the average total recycled content for steel sheet is 33 percent.

Recycling rates vary throughout Europe but average around 64 percent for aluminum containers and 72 percent for steel containers,
which exceeds the European Union’s goal of 50 percent recycling for metals. Due in part to the intrinsic value of aluminum and steel,
metal packaging recycling rates in Europe compare favorably to those of other packaging materials. Ball’s European operations help
establish and financially support recycling initiatives in growing markets, such as Poland and Serbia, to educate consumers about the
benefits of recycling aluminum and steel containers and to increase recycling rates. We have initiated a similar program in the PRC to
educate consumers in that market regarding the benefits of recycling.

Compliance with federal, state, provincial and local laws relating to protection of the environment has not had a material adverse
effect upon the capital expenditures, earnings or competitive position of the company. As more fully described in Note 21 to the
consolidated financial statements within Item 8 of this annual report, various federal and state environmental agencies have designated
the company as a potentially responsible party, along with numerous other companies, for the cleanup of several hazardous waste
sites. However, the company’s information at this time indicates that these matters will not have a material adverse effect upon the
liquidity, results of operations or financial condition of the company.

While deposit systems and other container-related legislation have been adopted in some jurisdictions, similar legislation has been
defeated in public referenda and legislative bodies in many others. The company anticipates that continuing efforts will be made to
consider and adopt such legislation in the future. The packages we produce are widely used and perform well in U.S. states, Canadian
provinces and European countries that have deposit systems, as well as in other countries world-wide.

Employee Relations

At the end of 2011, the company and its subsidiaries employed approximately 9,100 employees in the U.S. and 5,900 in other
countries. Details of collective bargaining agreements are included within Item 1A, Risk Factors, of this annual report.

Where to Find More Information

Ball Corporation is subject to the reporting and other information requirements of the Securities Exchange Act of 1934, as amended
(Exchange Act). Reports and other information filed with the Securities and Exchange Commission (SEC) pursuant to the Exchange
Act may be inspected and copied at the public reference facility maintained by the SEC in Washington, D.C. The SEC maintains a
website at www.sec.gov containing our reports, proxy materials and other items. The company also maintains a website at
www.ball.com on which it provides a link to access Ball’s SEC reports free of charge.

The company has established written Ball Corporation Corporate Governance Guidelines; a Ball Corporation Executive Officers and
Board of Directors Business Ethics Statement; a Business Ethics booklet; and Ball Corporation Audit Committee,
Nominating/Corporate Governance Committee, Human Resources Committee and Finance Committee charters. These documents are
set forth on the company’s website at www.ball.com, under the link “Investors,” and then under the link “Corporate Governance.”
A copy may also be obtained upon request from the company’s corporate secretary. The company’s sustainability report and updates
on Ball’s progress are available at www.ball.com/sustainability.

The company intends to post on its website the nature of any amendments to the company’s codes of ethics that apply to executive
officers and directors, including the chief executive officer, chief financial officer and controller, and the nature of any waiver or
implied waiver from any code of ethics granted by the company to any executive officer or director. These postings will appear on the
company’s website at www.ball.com under the link “Investors,” and then under the link “Corporate Governance.”

Item 1A. Risk Factors

Any of the following risks could materially and adversely affect our business, financial condition or results of operations.

Our business, operating results and financial condition are subject to particular risks in certain regions of the world.

We may experience an operating loss in one or more regions of the world for one or more periods, which could have a material
adverse effect on our business, operating results or financial condition. Moreover, overcapacity, which often leads to lower prices,
exists in a number of the regions in which we operate and may persist even if demand grows. Our ability to manage such operational
fluctuations and to maintain adequate long-term strategies in the face of such developments will be critical to our continued growth
and profitability.

There can be no assurance that the company’s business acquisitions will be successfully integrated into the acquiring company.
(See Note 3 to the consolidated financial statements within Item 8 of this annual report for details of acquisitions made during the
three years ended December 31, 2011.)

While we have what we believe to be well designed integration plans, if we cannot successfully integrate the acquired operations with
those of Ball, we may experience material negative consequences to our business, financial condition or results of operations. The
integration of companies that have previously been operated separately involves a number of risks, including, but not limited to:




demands on management related to the increase in our size after the acquisition;
the diversion of management’s attention from the management of existing operations to the integration of the acquired
operations;
difficulties in the assimilation and retention of employees;
difficulties in the integration of departments, systems, including accounting systems, technologies, books and records and
procedures, as well as in maintaining uniform standards, controls (including internal accounting controls), procedures and
policies;
expenses related to any undisclosed or potential liabilities; and
retention of major customers and suppliers.

We may not be able to achieve potential synergies or maintain the levels of revenue, earnings or operating efficiency that each
business had achieved or might achieve separately. The successful integration of the acquired operations will depend on our ability to
manage those operations, realize revenue opportunities and, to some degree, eliminate redundant and excess costs.

The loss of a key customer, or a reduction in its requirements, could have a significant negative impact on our sales.

We sell a majority of our packaging products to relatively few major beverage, packaged food, personal care and household product
companies, some of which operate in North America, South America, Europe and Asia.

Although the majority of our customer contracts are long-term, these contracts are terminable under certain circumstances, such as our
failure to meet quality, volume or market pricing requirements. Because we depend on relatively few major customers, our business,
financial condition or results of operations could be adversely affected by the loss of any of these customers, a reduction in the
purchasing levels of these customers, a strike or work stoppage by a significant number of these customers’ employees or an adverse
change in the terms of the supply agreements with these customers.

The primary customers for our aerospace segment are U.S. government agencies or their prime contractors. Our contracts with these
customers are subject to several risks, including funding cuts and delays, technical uncertainties, budget changes, competitive activity
and changes in scope.

We face competitive risks from many sources that may negatively impact our profitability.

Competition within the packaging and aerospace industries is intense. Increases in productivity, combined with existing or potential
surplus capacity in the industry, have maintained competitive pricing pressures. The principal methods of competition in the general
packaging industry are price, innovation and sustainability, service and quality. In the aerospace industry they are technical capability,
cost and schedule. Some of our competitors may have greater financial, technical and marketing resources, and some may currently
have significant excess capacity. Our current or potential competitors may offer products at a lower price or products that are deemed
superior to ours. The global economic environment has resulted in reductions in demand for our products in some instances, which,
in turn, could increase these competitive pressures.

We are subject to competition from alternative products, which could result in lower profits and reduced cash flows.

Our metal packaging products are subject to significant competition from substitute products, particularly plastic carbonated soft drink
bottles made from PET, single serve beer bottles and other food and beverage containers made of glass, cardboard or other materials.
Competition from plastic carbonated soft drink bottles is particularly intense in the U.S., Europe and the PRC. Certain of our
aerospace products are also subject to competition from alternative products and solutions. There can be no assurance that our
products will successfully compete against alternative products, which could result in a reduction in our profits or cash flow.

Our packaging businesses have a narrow product range, and our business would suffer if usage of our products decreased.

For the 12 months ended December 31, 2011, 75 percent of our consolidated net sales were from the sale of metal beverage
containers, and we expect to derive a significant portion of our future revenues and cash flows from the sale of metal beverage
containers. Our business would suffer if the use of metal beverage containers decreased. Accordingly, broad acceptance by consumers
of aluminum and steel containers for a wide variety of beverages is critical to our future success. If demand for glass and PET bottles
increases relative to metal containers, or the demand for aluminum and steel containers does not develop as expected, our business,
financial condition or results of operations could be materially adversely affected.

Changes in laws and governmental regulations may adversely affect our business and operations.

We and our customers and suppliers are subject to various federal, state and provincial laws and regulations, which are increasing in
number and complexity. Each of our, and their, facilities is subject to federal, state, provincial and local licensing and regulation by
health, environmental, workplace safety and other agencies in multiple jurisdictions. Requirements of governmental authorities with
respect to manufacturing, manufacturing facility locations within the jurisdiction, product content and safety, climate change,
workplace safety and health, environmental, expropriation of assets and other standards could adversely affect our ability to
manufacture or sell our products, and the ability of our customers and suppliers to manufacture and sell their products. In addition, we
face risks arising from compliance with and enforcement of increasingly numerous and complex federal, state and provincial laws and
regulations.

Significant environmental, employment-related and other legislation and regulatory requirements exist and are also evolving. The
compliance costs associated with current and proposed laws and potential regulations could be substantial, and any failure or alleged
failure to comply with these laws or regulations could lead to litigation or governmental action, all of which could adversely affect our
financial condition or results of operations.

Our business, financial condition and results of operations are subject to risks resulting from broader geographic operations.

We derived approximately 38 percent of our consolidated net sales from outside of the U.S. for the year ended December 31, 2011.
This sizeable scope of operations outside of the U.S. may lead to more volatile financial results and make it more difficult for us to
manage our business. Reasons for this include, but are not limited to, the following:








political and economic instability in international markets;
governments’ restrictive trade policies;
the imposition of duties, taxes or government royalties;
exchange rate risks;
difficulties in enforcement of contractual obligations and intellectual property rights; and
the geographic, language and cultural differences between personnel in different areas of the world.

Any of these factors, many of which are also present in the U.S., could materially adversely affect our business, financial condition or
results of operations.

We are exposed to exchange rate fluctuations.

Our reporting currency is the U.S. dollar. Historically, a portion of Ball’s operations, including assets and liabilities and revenues and
expenses, have been denominated in various currencies other than the U.S. dollar, and we expect such operations will continue to be
so denominated. As a result, the U.S. dollar value of these operations has varied, and will continue to vary, with exchange rate
fluctuations. Ball has been, and is presently, primarily exposed to fluctuations in the exchange rate of the euro, British pound,
Canadian dollar, Polish zloty, Chinese yuan and the Brazilian real. We are also exposed, to a lesser extent, to fluctuations in the
Argentine peso, Serbian dinar and Czech koruna.

A decrease in the value of any of these currencies compared to the U.S. dollar, could reduce our profits from these operations and the
value of their net assets when reported in U.S. dollars in our financial statements. This could have a material adverse effect on our
business, financial condition or results of operations as reported in U.S. dollars. In addition, fluctuations in currencies relative to
currencies in which the earnings are generated may make it more difficult to perform period-to-period comparisons of our reported
results of operations.

We manage our exposure to currency fluctuations, particularly our exposure to fluctuations in the euro to U.S. dollar exchange rate, in
order to attempt to mitigate the effect of cash flow and earnings volatility associated with exchange rate changes. We primarily use
forward contracts and options to manage our currency exposures and, as a result, we experience gains and losses on these derivative
positions offset, in part, by the impact of currency fluctuations on existing assets and liabilities. Our inability to properly manage our
exposure to currency fluctuations could materially impact our results.

If we fail to retain key management and personnel, we may be unable to implement our key objectives.

We believe that our future success depends, in part, on our experienced management team. Unforeseen losses of key members of our
management team without appropriate succession and or compensation planning could make it difficult for us to manage our business
and meet our objectives.

Decreases in our ability to apply new technology and know-how may affect our competitiveness.

Our success depends partially on our ability to improve production processes and services. We must also introduce new products and
services to meet changing customer needs. If we are unable to implement better production processes or to develop new products, we
may not be able to remain competitive with other manufacturers. As a result, our business, financial condition or results of operations
could be adversely affected.

Adverse weather and climate changes may result in lower sales.

We manufacture packaging products primarily for beverages and foods. Unseasonably cool weather can reduce demand for certain
beverages packaged in our containers. In addition, poor weather conditions or changes in climate that reduce crop yields of fruits and
vegetables can adversely affect demand for our food containers. Climate change could have various effects on the demand for our
products in different regions around the world.

We are vulnerable to fluctuations in the supply and price of raw materials.

We purchase aluminum, steel and other raw materials and packaging supplies from several sources. While all such materials are
available from independent suppliers, raw materials are subject to fluctuations in price and availability attributable to a number of
factors, including general economic conditions, commodity price fluctuations (particularly aluminum on the London Metal Exchange),
the demand by other industries for the same raw materials and the availability of complementary and substitute materials. Although
we enter into commodities purchase agreements from time to time and sometimes use derivative instruments to seek to manage our
risk, we cannot ensure that our current suppliers of raw materials will be able to supply us with sufficient quantities at reasonable
prices. Economic and financial factors could impact our suppliers, thereby causing supply shortages. Increases in raw material costs
could have a material adverse effect on our business, financial condition or results of operations. In the Americas, Europe and Asia,
some contracts do not allow us to pass along increased raw material costs and we generally use derivative agreements to seek to
manage this risk. Our hedging procedures may be insufficient and our results could be materially impacted if costs of materials
increase. Due to the fixed price contracts and derivative activities, while increasing raw material costs may not impact our near-term
profitability, increased prices could decrease our sales volume over time.

Prolonged work stoppages at facilities with union employees could jeopardize our financial position.

As of December 31, 2011, approximately 50 percent of our approximately 4,800 North American packaging facility employees and
approximately 84 percent of our European packaging plant employees were covered by collective bargaining agreements. These
collective bargaining agreements have staggered expirations during the next several years. Although we consider our employee
relations to be generally good, a prolonged work stoppage or strike at any facility with union employees could have a material adverse
effect on our business, financial condition or results of operations. In addition, we cannot ensure that upon the expiration of existing
collective bargaining agreements, new agreements will be reached without union action or that any such new agreements will be on
terms satisfactory to us.

Our aerospace and technologies segment is subject to certain risks specific to that business.

In our aerospace business, U.S. government contracts are subject to reduction or modification in the event of changes in requirements
or budgetary constraints; and the government may also terminate contracts at its convenience pursuant to standard termination
provisions. In such instances, Ball may be entitled to reimbursement for allowable cost and profits on authorized work that has been
performed through the date of termination.

We use estimates in accounting for many of our programs in our aerospace business, and changes in our estimates could adversely
affect our future financial results.

We account for sales and profits on some long-term contracts in our aerospace business in accordance with the percentage-of-
completion method of accounting, using the cumulative catch-up method to account for updates in estimates. The percentage-of-
completion method of accounting involves the use of various estimating techniques to project revenues and costs at completion and

various assumptions and projections relative to the outcome of future events, including the quantity and timing of product deliveries,
future labor performance and rates, and material and overhead costs. These assumptions involve various levels of expected
performance improvements. Under the cumulative catch-up method, the impact of updates in our estimates related to units shipped to
date is recognized immediately.

Because of the significance of the judgments and estimates described above, it is likely that we could record materially different
amounts if we used different assumptions or if the underlying circumstances or estimates were to change. Accordingly, updates in
underlying assumptions, circumstances or estimates may materially affect our future financial performance.

Our backlog includes both cost-type and fixed-price contracts. Cost-type contracts generally have lower profit margins than fixed-
price contracts. Our earnings and margins may vary depending on the types of government contracts undertaken, the nature of the
work performed under those contracts, the costs incurred in performing the work, the achievement of other performance objectives
and their impact on our ability to receive fees.

Our business is subject to substantial environmental remediation and compliance costs.

Our operations are subject to federal, state, provincial and local laws and regulations in multiple jurisdictions relating to environmental
hazards, such as emissions to air, discharges to water, the handling and disposal of hazardous and solid wastes and the cleanup of
hazardous substances. We have been designated, along with numerous other companies, as a potentially responsible party for the
cleanup of several hazardous waste sites. Based on available information, we do not believe that any costs incurred in connection with
such sites will have a material adverse effect on our financial condition, results of operations, capital expenditures or competitive
position. There is increased focus on the regulation of greenhouse gas emissions and other environmental issues worldwide.

Our business faces the potential of increased regulation on some of the raw materials utilized in our packaging operations.

Our operations are subject to federal, state, provincial and local laws and regulations in multiple jurisdictions relating to some of the
raw materials, such as epoxy-based coatings utilized in our can making process. Epoxy-based coatings may contain Bisphenol-A
(BPA). Scientific evidence evaluated by regulatory agencies in the United States, Europe, Japan, Australia and New Zealand has
consistently shown these coatings to be safe, and regulatory agencies have stated that human exposure to BPA from epoxy-based can
coatings is well below safe exposure limits set by government bodies worldwide. A significant change in these regulatory agency
statements could have a material adverse effect on our business, financial condition or results of operations. Ball recognizes that
significant interest exists in non epoxy-based coatings, and we have been proactively working with coatings suppliers and our
customers to evaluate alternatives to current coatings.

Net earnings and net worth could be materially affected by an impairment of goodwill.

We have a significant amount of goodwill recorded on the consolidated balance sheet as of December 31, 2011. We are required at
least annually to test the recoverability of goodwill. The recoverability test of goodwill is based on the current fair value of our
identified reporting units. Fair value measurement requires assumptions and estimates of many critical factors, including revenue and
market growth, operating cash flows and discount rates. If general market conditions deteriorate in portions of our business, we could
experience a significant decline in the fair value of reporting units. This decline could lead to an impairment of all or a significant
portion of the goodwill balance, which could materially affect our U.S. GAAP net earnings and net worth.

If the investments in Ball’s pension plans do not perform as expected, we may have to contribute additional amounts to the plans,
which would otherwise be available to cover operating expenses and fund growth opportunities.

Ball maintains defined benefit pension plans covering substantially all of its North American and United Kingdom employees, which
are funded based on certain actuarial assumptions. The plans’ assets consist primarily of common stocks, fixed income securities and,
in the U.S., alternative investments. Market declines, longevity increases or legislative changes, such as the Pension Protection Act in
the U.S., could result in a prospective decrease in our available cash flow and net earnings over time, and the recognition of an
increase in our pension obligations could result in a reduction to our shareholders’ equity.

Restricted access to capital markets could adversely affect our short-term liquidity and prevent us from fulfilling our obligations
under the notes issued pursuant to our bond indentures.

On December 31, 2011, we had total debt of $3.1 billion and unused committed credit lines of approximately $1 billion. A reduction
in global market liquidity could:







restrict our ability to fund working capital, capital expenditures, research and development expenditures and other business
activities;
increase our vulnerability to general adverse economic and industry conditions, including the credit risks stemming from the
economic environment;
limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate;
restrict us from making strategic acquisitions or exploiting business opportunities; and
limit, along with the financial and other restrictive covenants in our debt, among other things, our ability to borrow additional
funds, dispose of assets, pay cash dividends or refinance debt maturities.

In addition, approximately one-third of our debt bears interest at variable rates. If market interest rates increase, variable-rate debt will
create higher debt service requirements, which would adversely affect our cash flow. While we sometimes enter into agreements
limiting our exposure, any such agreements may not offer complete protection from this risk.

The global credit, financial and economic environment could have a negative impact on our results of operations, financial
position or cash flows.

The overall credit, financial and economic environment could have significant negative effects on our operations, including the
following:



the creditworthiness of customers, suppliers and counterparties could deteriorate resulting in a financial loss or a disruption in
our supply of raw materials;
volatile market performance could affect the fair value of our pension assets, potentially requiring us to make significant
additional contributions to our defined benefit plans to maintain prescribed funding levels;
a significant weakening of our financial position or operating results could result in noncompliance with our debt covenants;
and
reduced cash flow from our operations could adversely affect our ability to execute our long-term strategy to increase
liquidity, reduce debt, repurchase our stock and invest in our businesses.

Changes in U.S. generally accepted accounting principles (U.S. GAAP) and Securities and Exchange Commission (SEC)
rules and regulations could materially impact our reported results.

U.S. GAAP and SEC accounting and reporting changes are common and have become more frequent and significant over the past
several years. Furthermore, the U.S. and international accounting standard setters are in the process of jointly converging several key
accounting standards. These changes could have significant effects on our reported results when compared to prior periods and other
companies and may even require us to retrospectively adjust prior periods. Additionally, material changes to the presentation of
transactions in the consolidated financial statements could impact key ratios that analysts and credit rating agencies use to rate Ball
and ultimately our ability to access the credit markets in an efficient manner.

Increased information technology (IT) security threats and more sophisticated and targeted computer crime could pose a risk to
our systems, networks, products, solutions and services.

Increased global IT security threats and more sophisticated and targeted computer crime pose a risk to the security of our systems and
networks and the confidentiality, availability and integrity of our data. While we attempt to mitigate these risks by employing a
number of measures, including employee training, comprehensive monitoring of our networks and systems, and maintenance of
backup and protective systems, our systems, networks, products, solutions and services remain potentially vulnerable to advanced
persistent threats. Depending on their nature and scope, such threats could potentially lead to the compromise of confidential
information, improper use of our systems and networks, manipulation and destruction of data, defective products, production
downtimes and operational disruptions, which in turn could adversely affect our reputation, competitiveness and results of operations.

Item 1B. Unresolved Staff Comments

There were no matters required to be reported under this item.

Item 2. Properties

The company’s properties described below are well maintained, are considered adequate and are being utilized for their intended
purposes.

Ball’s corporate headquarters and the aerospace and technologies segment management offices are located in Broomfield, Colorado,
U.S. The Colorado-based operations of the aerospace and technologies segment occupy a variety of company-owned and leased
facilities in Broomfield, Boulder and Westminster, which together aggregate 1.4 million square feet of office, laboratory, research and
development, engineering and test and manufacturing space. Other aerospace and technologies operations carry on business in smaller
company-owned and leased facilities in New Mexico, Ohio, Virginia and Washington, D.C.

The offices of the company’s various North American packaging operations are located in Westminster, Colorado, U.S.; the offices
for the European packaging operations are located in Ratingen, Germany; the offices for the PRC packaging operations are located in
Hong Kong; and Latapack-Ball’s offices are located in São Paulo, Brazil. The company’s BTIC research and development facility and
technical center are located in Westminster, Colorado, U.S., and in Bonn, Germany, respectively.

Information regarding the approximate size of the manufacturing locations for significant packaging operations, which are owned or
leased by the company, is set forth below. Facilities in the process of being constructed or shut down have been excluded from the list.
Where certain locations include multiple facilities, the total approximate size for the location is noted. In addition to the facilities
listed, the company leases other warehousing space.

Plant Location

Metal beverage packaging, Americas and Asia, manufacturing facilities:

North America

Fairfield, California .........................................................................................................................................
Golden, Colorado ............................................................................................................................................
Gainesville, Florida .........................................................................................................................................
Tampa, Florida ................................................................................................................................................
Rome, Georgia ................................................................................................................................................
Kapolei, Hawaii ..............................................................................................................................................
Monticello, Indiana .........................................................................................................................................
Saratoga Springs, New York ...........................................................................................................................
Wallkill, New York .........................................................................................................................................
Reidsville, North Carolina ..............................................................................................................................
Columbus, Ohio ..............................................................................................................................................
Findlay, Ohio (a) .............................................................................................................................................
Whitby, Ontario ..............................................................................................................................................
Conroe, Texas .................................................................................................................................................
Fort Worth, Texas ...........................................................................................................................................
Bristol, Virginia ..............................................................................................................................................
Williamsburg, Virginia ...................................................................................................................................
Fort Atkinson, Wisconsin ...............................................................................................................................
Milwaukee, Wisconsin (including leased warehouse space) (a) .....................................................................

South America

Jacarei, Sao Paulo, Brazil ................................................................................................................................
Salvador, Bahia, Brazil ...................................................................................................................................
Tres Rios, Rio de Janeiro, Brazil ....................................................................................................................

(a) Includes both metal beverage container and metal food container manufacturing operations.

Approximate
Floor Space in
Square Feet

337,000
509,000
88,000
276,000
386,000
131,000
356,000
290,000
312,000
452,000
250,000
733,000
205,000
275,000
322,000
242,000
400,000
250,000
502,000

467,000
99,000
418,000

Plant Location (continued)

Metal beverage packaging, Americas and Asia, manufacturing facilities (continued):

Asia

Beijing, PRC ...................................................................................................................................................
Hubei (Wuhan), PRC ......................................................................................................................................
Sanshui (Foshan), PRC ...................................................................................................................................
Shenzhen, PRC ...............................................................................................................................................
Taicang, PRC (leased) ....................................................................................................................................
Tianjin, PRC ...................................................................................................................................................
Qingdao, PRC .................................................................................................................................................

Metal beverage packaging, Europe, manufacturing facilities:

Velim, Czech Republic ...................................................................................................................................
Beaurepaire, France ........................................................................................................................................
Bellegarde, France ..........................................................................................................................................
Bierne, France ................................................................................................................................................
La Ciotat, France .............................................................................................................................................
Braunschweig, Germany .................................................................................................................................
Hassloch, Germany .........................................................................................................................................
Hermsdorf, Germany ......................................................................................................................................
Weissenthurm, Germany .................................................................................................................................
Oss, Netherlands .............................................................................................................................................
Radomsko, Poland .........................................................................................................................................
Belgrade, Serbia ..............................................................................................................................................
Devizes, United Kingdom ...............................................................................................................................
Deeside, United Kingdom ...............................................................................................................................
Rugby, United Kingdom .................................................................................................................................
Wrexham, United Kingdom ...........................................................................................................................

Metal food and household products packaging, Americas, manufacturing facilities:

North America

Springdale, Arkansas ......................................................................................................................................
Oakdale, California .........................................................................................................................................
Danville, Illinois .............................................................................................................................................
Elgin, Illinois (including leased warehouse space) .........................................................................................
Baltimore, Maryland (including leased warehouse space) ..............................................................................
Columbus, Ohio ..............................................................................................................................................
Findlay, Ohio (a) .............................................................................................................................................
Hubbard, Ohio ................................................................................................................................................
Horsham, Pennsylvania ...................................................................................................................................
Sherbrooke, Quebec ........................................................................................................................................
Chestnut Hill, Tennessee.................................................................................................................................
Verona, Virginia .............................................................................................................................................
Weirton, West Virginia (leased) .....................................................................................................................
DeForest, Wisconsin .......................................................................................................................................
Milwaukee, Wisconsin (including leased warehouse space) (a) .....................................................................

South America

Buenos Aires, Argentina (leased) ...................................................................................................................
San Luis, Argentina ........................................................................................................................................

(a) Includes both metal beverage container and metal food container manufacturing operations.

Approximate
Floor Space in
Square Feet

303,000
237,000
564,000
331,000
81,000
47,000
326,000

186,000
83,000
124,000
263,000
393,000
258,000
283,000
425,000
331,000
344,000
312,000
352,000
94,000
115,000
175,000
222,000

286,000
370,000
110,000
563,000
251,000
305,000
733,000
175,000
162,000
99,000
305,000
72,000
332,000
400,000
502,000

34,000
51,000

Item 3. Legal Proceedings

Details of the company’s legal proceedings are included in Note 21 to the consolidated financial statements within Item 8 of this
annual report.

Item 4.

(Reserved)

Item 5. Market for the Registrant’s Common Stock and Related Stockholder Matters

Part II

Ball Corporation common stock (BLL) is traded on the New York Stock Exchange. There were 5,629 common shareholders of record
on February 15, 2012.

Common Stock Repurchases

The following table summarizes the company’s repurchases of its common stock during the quarter ended December 31, 2011.

Total Number of
Shares Purchased (a)

Average Price
Paid per Share

Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (a)

Maximum Number of
Shares that May Yet Be
Purchased Under the Plans
or Programs (b)

October 3 to October 30,

2011 ...............................
October 31 to November 27,
2011 ...............................
November 28 to December
31, 2011 .........................
Total ...............................

722

2,524,481

1,241
2,526,444

$
$

32.25

34.66

35.42
34.66

722

11,298,933

2,524,481

1,241
2,526,444

8,774,452

8,773,211

(a) Includes open market purchases (on a trade-date basis) and/or shares retained by the company to settle employee withholding tax

liabilities.

(b) The company has an ongoing repurchase program for which shares are authorized from time to time by Ball’s board of directors.
On January 25, 2012, the Board authorized the repurchase by the company of up to a total of 30 million shares. This repurchase
authorization replaced all previous authorizations.

Quarterly Stock Prices and Dividends

Quarterly prices for the company’s common stock, as reported on the New York Stock Exchange composite tape, and quarterly
dividends in 2011 and 2010 (on a calendar quarter basis) were:

4th

3rd

2nd

1st

4th

3rd

2nd

1st

Quarter

2011

2010 (a)

High ............................
Low .............................
Dividends per share ....

36.11 $
29.69
0.07

40.56 $
30.67
0.07

39.55 $
35.60
0.07

37.43 $
33.41
0.07

34.85 $
29.36
0.05

30.24 $
25.68
0.05

28.05 $
23.35
0.05

27.56
24.72
0.05

(a) Certain amounts have been retrospectively adjusted for the two-for-one stock split that was effective on February 15, 2011.

Shareholder Return Performance

The line graph below compares the annual percentage change in Ball Corporations cumulative total shareholder return on its common
stock with the cumulative total return of the Dow Jones Containers & Packaging Index and the S&P Composite 500 Stock Index for
the five-year period ended December 31, 2011. It assumes $100 was invested on December 31, 2006, and that all dividends were
reinvested. The Dow Jones Containers & Packaging Index total return has been weighted by market capitalization.

TOTAL RETURN TO STOCKHOLDERS
(Assumes $100 investment on 12/31/06)

Total Return Analysis

12/31/2006

12/31/2007

12/31/2008

12/31/2009

12/31/2010

12/31/2011

Ball Corporation ........................
DJ US Containers &

Packaging................................
S&P 500 ......................................

$
$

100.00

100.00
100.00

$
$

104.05

106.73
105.49

$
$

97.04

66.91
66.46

$
$

121.73

93.98
84.05

$
$

161.39

110.23
96.71

$
$

170.70

110.39
98.75

Copyright© 2012 Standard & Poors, a division of The McGraw-Hill Companies Inc. All rights reserved.
(www.researchdatagroup.com/S&P.htm)
Copyright© 2012 Dow Jones & Company. All rights reserved.

Item 6. Selected Financial Data

Five-Year Review of Selected Financial Data
Ball Corporation and Subsidiaries

($ in millions, except per share amounts)

2011

2010

2009

2008

2007

outstanding (000s) (b) .............................

165,275

180,746

187,572

191,714

Net sales ......................................................
Legal settlement ..........................................
Total net sales .........................................

Net earnings attributable to Ball

Corporation from:
Continuing operations (a) .......................
Discontinued operations ..........................

Total net earnings attributable to

Ball Corporation ..............................

Return on average common shareholders’

equity ......................................................

Basic earnings per share (b):

Basic — continuing operations (a) .........
Basic — discontinued operations ............
Basic earnings per share ......................

Weighted average common shares

Diluted earnings per share (b):

Diluted — continuing operations (a) ......
Diluted — discontinued operations .........
Diluted earnings per share ...................

Diluted weighted average common

shares outstanding (000s) (b) ..................

Total assets ..................................................
Total interest bearing debt and capital

lease obligations ......................................

Ball Corporation common shareholders’

equity ......................................................
Market capitalization (c) .............................
Net debt to market capitalization (c) ...........
Cash dividends per share (b) .......................
Book value per share (b) .............................
Market value per share (b) ..........................
Annual return (loss) to common

shareholders (d) .......................................

$
$

$
$
$

8,630.9
—
8,630.9

446.3
(2.3)

7,630.0
—
7,630.0

542.9
(74.9)

6,710.4
—
6,710.4

6,826.1
—
6,826.1

390.1
(2.2)

314.9
4.6

6,722.9
(85.6)
6,637.3

261.6
19.7

444.0

468.0

387.9

319.5

281.3

32.4%

30.2%

29.1%

26.3%

22.4%

2.70
(0.01)
2.69

3.00
(0.41)
2.59

2.08
(0.01)
2.07

1.64
0.03
1.67

$
$

$
$
$

1.29
0.10
1.39

202,372

1.27
0.10
1.37

205,520

6,020.6

2,358.6

1,342.5
4,510.1

48.9%
0.20
6.70
22.50

2.64
(0.01)
2.63

2.96
(0.41)
2.55

2.05
(0.01)
2.04

1.62
0.03
1.65

168,590

183,538

189,978

194,038

7,284.6

3,144.1

1,219.1
5,724.9

52.0%
0.28
7.60
35.71

$
$

$
$
$

6,927.7

2,812.3

1,518.0
5,857.7

45.4%
0.20
8.82
34.03

$
$

$
$
$

6,488.3

2,596.2

1,581.3
4,860.9

49.1%
0.20
8.41
25.85

$
$

$
$
$

6,368.7

2,410.1

1,085.8
3,898.3

58.6%
0.20
5.79
20.80

5.8%

32.6%

25.5%

(6.7)%

4.0%

(a) Includes business consolidation activities and other items affecting comparability between years. Additional details about the

2011, 2010 and 2009 items are available in Notes 3, 4 and 5 to the consolidated financial statements within Item 8 of this Annual
Report on Form 10-K.

(b) The 2009 and prior year amounts have been retrospectively adjusted for the two-for-one stock split that was effective on February

15, 2011.

(c) Market capitalization is defined as the number of common shares outstanding at year end, multiplied by the year-end closing

price of Ball common stock. Net debt is total debt less cash and cash equivalents.

(d) Change in stock price plus dividends paid, assuming reinvestment of all dividends paid. Information for this calculation is

included in the shareholder return performance chart in Item 5 of this report.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying
notes included in Item 8 of this Annual Report on Form 10-K, which include additional information about our accounting policies,
practices and the transactions underlying our financial results. The preparation of our consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America (U.S. GAAP) requires us to make estimates and
assumptions that affect the reported amounts in our consolidated financial statements and the accompanying notes including various
claims and contingencies related to lawsuits, taxes, environmental and other matters arising during the normal course of business. We
apply our best judgment, our knowledge of existing facts and circumstances and actions that we may undertake in the future in
determining the estimates that affect our consolidated financial statements. We evaluate our estimates on an ongoing basis using our
historical experience, as well as other factors we believe appropriate under the circumstances, such as current economic conditions,
and adjust or revise our estimates as circumstances change. As future events and their effects cannot be determined with precision,
actual results may differ from these estimates. Ball Corporation and its subsidiaries are referred to collectively as “Ball
Corporation,” “Ball,” “the company” or “we” or “our” in the following discussion and analysis.

OVERVIEW

Business Overview

Ball Corporation is one of the world’s leading suppliers of metal packaging to the beverage, food, personal care and household
products industries. Our packaging products are produced for a variety of end uses and are manufactured in facilities around the world.
We also provide aerospace and other technologies and services to governmental and commercial customers.

We sell our packaging products mainly to large, multinational beverage, food, personal care and household products companies with
which we have developed long-term customer relationships. This is evidenced by our high customer retention and our large number of
long-term supply contracts. While we have a diversified customer base, we sell a majority of our packaging products to relatively few
major companies in North America, Europe, the PRC, Brazil and Argentina, as do our equity joint ventures in the U.S. and Vietnam.
The primary customers for the products and services provided by our aerospace and technologies segment are U.S. government
agencies or their prime contractors.

Industry Trends and Corporate Strategy

In the rigid packaging industry, sales and earnings can be improved by reducing costs, increasing prices, developing new products,
expanding volumes and making strategic acquisitions. Over the past few years, we have closed a number of packaging facilities in
support of our ongoing objective of matching our supply with market demand. We have also identified and implemented plans to
improve our return on invested capital through the redeployment of assets within our global operations. To better realign capacity, in
2011 we closed our Torrance, California, U.S., facility; relocated one of the lines to our Whitby, Ontario, Canada, facility; relocated
one line from Lublin, Poland, to our Belgrade, Serbia, facility; reduced capacity in our Columbus, Ohio, U.S., metal beverage facility
and redeployed surplus equipment to other global locations.

As part of our Drive for 10 vision, we are focused on developing and marketing new and existing products that meet the needs of our
customers and the ultimate consumer. We have been placing additional emphasis on technology and innovation throughout our
businesses during 2011 and will continue to do so in 2012 and beyond. These innovations include new shapes, sizes, opening features
and other functional benefits, as well as increasing the use of recycled content and lightweighting of our packages. This ongoing
packaging development activity helps us maintain and expand our supply positions with major beverage, food, personal care and
household products customers. Our sustainability vision encompasses balancing economic, environmental and social impacts in our
decision making and activities. Successfully executing this vision will create long-term, shared value for our stakeholders, and Ball is
committed to practicing sustainability as a way of doing business. Our sustainability report and updates on our progress are available
at www.ball.com/sustainability.

The North American metal beverage container manufacturing industry is relatively mature and industry volumes for certain types of
containers have declined over the past several years. As a result, we have reduced our excess capacity in certain North American metal
beverage facilities for those containers. The metal beverage container industries in other parts of the world are growing and are
expected to continue to grow in the medium to long term. We have been able to capitalize on this growth by adding a facility, as well
as additional capacity, in our Latapack-Ball, consolidated Brazilian joint venture and by increasing capacity in some of our European
metal beverage container manufacturing facilities by speeding up certain lines and by expansion. In 2011, we expanded our
lightweight Alumi-Tek® bottle production to our Golden, Colorado, facility, and we commenced specialty can production in our Fort
Worth, Texas, U.S., facility. We also announced that Latapack-Ball would construct a new metal beverage container manufacturing
facility in Alagoinhas, Bahia, which is in northeast Brazil, one of the fastest growing regions of the country. The new facility will

begin production in early 2012. The output from the first line has been contracted for sale under a long-term agreement. Additionally,
in March 2011 we entered into a joint venture agreement with Thai Beverage Can Limited to construct a beverage container
manufacturing facility in Vietnam that will begin production in the first quarter of 2012.

We have also made recent strategic acquisitions. In October 2011, we acquired our partners’ interests in QMCP and recorded a gain of
$9.2 million related to our previously held interest in the joint venture. Additionally, we are constructing a new expanded beverage
container facility for QMCP that will begin production in the first quarter of 2012. In July 2010, we entered the aluminum slug
market by acquiring the leading North American manufacturer of aluminum slugs used to make extruded aerosol containers, beverage
bottles, collapsible tubes and technical impact extrusions. To further expand this new product line and broaden our market
development efforts into a new customer base, in January 2011, we acquired a leading European supplier of aluminum aerosol
containers and bottles and the slugs used to make them. Further details of recent acquisitions are included in Note 3 to the
consolidated financial statements within Item 8 of this report.

We recognize sales under long-term contracts in the aerospace and technologies segment using percentage of completion under the
cost-to-cost method of accounting. The 2011 contract mix consisted of approximately 60 percent cost-type contracts, which are billed
at our costs plus an agreed upon and/or earned profit component, and 33 percent fixed-price contracts. The remainder represents time
and material contracts, which typically provide for the sale of engineering labor at fixed hourly rates. The contracted backlog at
December 31, 2011, of approximately $897 million consisted of approximately 50 percent fixed price contracts indicating a
continuing trend towards more fixed price business.

Throughout the period of contract performance, we regularly reevaluate and, if necessary, revise our estimates of aerospace and
technologies total contract revenue, total contract cost and progress toward completion. Because of contract payment schedules,
limitations on funding and other contract terms, our sales and accounts receivable for this segment include amounts that have been
earned but not yet billed.

Management Performance Measures

Management uses various measures to evaluate company performance such as return on average invested capital (net operating
earnings after tax over the relevant performance period divided by average invested capital over the same period); economic value
added (net operating earnings after tax less a capital charge on average invested capital employed); earnings before interest and taxes
(EBIT); earnings before interest, taxes, depreciation and amortization (EBITDA); diluted earnings per share; cash flow from operating
activities and free cash flow (generally defined by the company as cash flow from operating activities less additions to property, plant
and equipment). These financial measures may be adjusted at times for items that affect comparability between periods such as
business consolidation costs and gains or losses on acquisitions and dispositions. Nonfinancial measures in the packaging businesses
include production efficiency and spoilage rates; quality control figures; environmental, health and safety statistics; production and
sales volumes; asset utilization rates; and measures of sustainability. Additional measures used to evaluate financial performance in
the aerospace and technologies segment include contract revenue realization, award and incentive fees realized, proposal win rates and
backlog (including awarded, contracted and funded backlog).

RESULTS OF OPERATIONS

Consolidated Sales and Earnings

($ in millions)

2011

2010

2009

Net sales ............................................................................................
Net earnings attributable to Ball Corporation ...................................

8,630.9
444.0

7,630.0
468.0

6,710.4
387.9

The increase in net sales in 2011 compared to 2010 was driven largely by the increase in demand for metal packaging in the PRC,
improved beverage container volumes in the Americas, the consolidation of Latapack-Ball, the acquisition of two PRC joint ventures
and the extruded aluminum businesses, and improved aerospace program performance. In addition to the business segment
performance analyzed below, net earnings attributable to Ball Corporation included discontinued operations related to the sale of the
plastics business in August 2010, business consolidation costs, debt refinancing costs, and the equity earnings and gains on the
acquisitions. These items are detailed in the “Management Performance Measures” section below.

Higher sales in 2010 compared to 2009 were due largely to sales associated with 2010 business acquisitions described above. The
higher net earnings from continuing operations in 2010 compared to 2009 included $105.9 million of equity gains on acquisitions
associated with the acquisitions.

Business Segment Discussions

The company has four reportable segments: (1) metal beverage packaging, Americas and Asia (aggregated based on qualitative and
quantitative characteristics); (2) metal beverage packaging, Europe; (3) metal food and household products packaging, Americas; and
(4) aerospace and technologies. We also have investments in companies in the U.S. and Vietnam, which are accounted for using the
equity method of accounting and, accordingly, those results are not included in segment sales or earnings.

Metal Beverage Packaging, Americas and Asia

($ in millions)

2011

2010

2009

Net sales .............................................................................................

Segment earnings ...............................................................................
Business consolidation costs (a) ........................................................
Total segment earnings ..................................................................

4,415.8

481.7
(11.0)
470.7

3,850.4

418.3
—
418.3

2,891.1

296.0
(6.8)
289.2

(a) Further details of these items are included in Note 5 to the consolidated financial statements within Item 8 of this annual report.

The metal beverage packaging, Americas and Asia, segment consists of operations located in the U.S., Canada, Brazil (since August
2010) and the PRC, which manufacture metal container products used in beverage packaging, as well as non-beverage plastic
containers manufactured and sold mainly in the PRC. Our acquisition of the remaining 60 percent interest in QMCP was completed in
October 2011, and our acquisition of our partner’s 65 percent interest in JFP was completed in June 2010. In August 2010, we
acquired an additional economic interest in Latapack-Ball. The results of the acquired entities have been included in the metal
beverage packaging, Americas and Asia, segment since the acquisition dates. The acquisitions are discussed in Note 3 to the
consolidated financial statements within Item 8 of this annual report.

Segment sales in 2011 were $565.4 million higher compared to 2010 attributable mainly to $268 million from the consolidation of
Latapack-Ball and the acquisition of two PRC joint ventures, $190 million from higher sales volumes and $96 million from higher
commodity input prices.

Segment sales in 2010 were $959.3 million higher than in 2009 primarily due to the four facilities acquired from AB InBev, additional
sales associated with JFP and the consolidation of the Latapack-Ball joint venture since August 2010.

Segment earnings in 2011 were $63.4 million higher than in 2010 due to $45 million from the consolidation of Latapack-Ball and the
acquisition of two PRC joint venture interests, $35 million from higher sales volumes and $16 million from improved manufacturing
performance, partially offset by $38 million of higher manufacturing and distribution costs.

Segment earnings in 2010 were $122.3 million higher than in 2009 primarily due to a net $85 million impact from higher sales
volumes and $45 million from product mix and improved manufacturing performance associated with higher production. Also adding
to the 2010 improvement was the effect of a $7 million out-of-period inventory charge in 2009. The details of the out-of-period
adjustment are included in Note 7 to the consolidated financial statements included within Item 8 of this annual report.

Metal Beverage Packaging, Europe

($ in millions)

2011

2010

2009

Net sales .............................................................................................

2,017.6

243.7
(14.1)
229.6

1,699.1

213.5
(3.2)
210.3

1,739.5

214.8
—
214.8

(a) Further details of these items are included in Note 5 to the consolidated financial statements within Item 8 of this annual report.

The metal beverage packaging, Europe, segment includes the manufacture of metal beverage containers, extruded aluminum aerosol
containers and aluminum slugs. Ball has manufacturing facilities located in Germany, the United Kingdom, France, the Netherlands,
Poland, Serbia and the Czech Republic.

In January 2011, Ball acquired Aerocan S.A.S. (Aerocan), a leading European supplier of aluminum aerosol containers and bottles,
for €221.7 million ($295.2 million) in cash and assumed debt, which is net of $26.2 million of cash acquired. Aerocan manufactures
extruded aluminum aerosol containers and bottles, and the aluminum slugs used to make them, for customers in the personal care,
pharmaceutical, beverage and food industries. It operates three aerosol container manufacturing facilities — one each in the Czech
Republic, France and the United Kingdom — and is a 51 percent owner of a joint venture aluminum slug facility in France. The
acquisition of Aerocan has enabled Ball to expand into a new product category that is growing faster than other parts of our business,
and to align with a new customer base at returns that meet or exceed the company’s cost of capital.

Segment sales in 2011 increased $318.5 million compared to 2010 due to $180 million from the inclusion of Aerocan sales,
$100 million from the effect of currency exchange rates and $31 million from higher sales volumes.

Segment sales in 2010 decreased $40.4 million compared to 2009, primarily due to unfavorable currency exchange effects of
$93 million and price and mix changes, partially offset by higher sales volumes.

Segment earnings in 2011 increased $30.2 million compared to 2010 due to $38 million earnings contribution from the Aerocan
acquisition, $13 million from the effect of currency exchange rates and $13 million from higher volumes, partially offset by
$35 million from higher inventory and other costs.

Segment earnings in 2010 decreased $1.3 million compared to 2009, primarily due to the result of a $28 million increase from
higher sales volumes, offset by $18 million from negative effects from currency translation and $12 million of higher inventory
and other costs.

Metal Food and Household Products Packaging, Americas

($ in millions)

2011

2010

2009

Net sales .............................................................................................

1,426.4

133.7
(1.9)
131.8

1,370.1

129.1
18.3
147.4

1,392.9

130.8
(2.6)
128.2

(a) Further details of these items are included in Note 5 to the consolidated financial statements within Item 8 of this annual report.

The metal food and household products packaging, Americas, segment consists of operations located in the U.S., Canada and
Argentina that manufacture and sell metal food, aerosol, paint and general line containers, as well as decorative specialty containers
and, with the July 2010 acquisition of Neuman Aluminum, aluminum slugs.

Segment sales in 2011 increased $56.3 million compared to 2010 primarily due to the inclusion of a full year of aluminum slug sales
associated with the Neuman facilities of $108 million and improved pricing and sales mix, partially offset by $73 million from lower
can sales volumes.

Segment sales in 2010 declined $22.8 million compared to 2009, largely the result of $88 million from lower commodity prices,
partially offset by the sales associated with the Neuman facilities.

Segment earnings in 2011 increased $4.6 million compared to 2010 mainly due to the year over year impact of lower cost inventory of
$16 million in 2011, contribution from a full year of aluminum slug sales and improved pricing and sales mix, partially offset by lower
sales volumes of $16 million and unfavorable manufacturing performance due to higher fourth quarter 2011 production curtailments.

Segment earnings in 2010 decreased $1.7 million compared to 2009 primarily due to $44 million of lower cost inventory carried into
2009 that did not occur in 2010, substantially offset by improved manufacturing and cost performance, favorable product sales mix
and the addition of the Neuman facilities.

Aerospace and Technologies

($ in millions)

2011

2010

2009

Net sales .............................................................................................
Segment earnings ...............................................................................

784.6
79.6

713.7
69.8

689.2
61.4

The aerospace and technologies segment consists of the manufacture and sale of aerospace and other related products and providing
services used in the defense, civil space and commercial space industries.

Segment sales in 2011 increased $70.9 million compared to 2010 primarily due to higher sales from U.S. national defense contracts
and existing commercial programs, partially offset by lower sales from civil space programs.

Segment sales in 2010, as compared to the prior year, increased by $24.5 million primarily due to increased scope on existing
programs and new program starts, including WorldView-3 and several large classified programs. These increases were partially offset
by the cancellation of the Orion program and the completion of several large programs, including Kepler and WorldView-2.

In addition to WorldView-3, some of the segment’s other high-profile contracts include: the James Webb Space Telescope, a
successor to the Hubble Space Telescope; the Joint Polar Satellite System, the next-generation satellite weather monitoring system; the
Global Precipitation Measurement-Microwave Imager, which will play an essential role in the Earth’s weather and environmental
forecasting; and a number of antennas and sensors for the Joint Strike Fighter.

Segment earnings in 2011, as compared to 2010, increased $9.8 million due to increased sales volume, improved performance on
fixed-price contracts and better award fees on several of our large cost plus contracts.

Segment earnings in 2010, as compared to 2009, increased by $8.4 million due to favorable fixed-price program performance and
higher sales, partially offset by the program reductions described above.

Sales to the U.S. government, either directly as a prime contractor or indirectly as a subcontractor, represented 87 percent of segment
sales in 2011, 96 percent in 2010 and 94 percent in 2009. Contracted backlog for the aerospace and technologies segment at December
31, 2011 and 2010, was $897 million and $989 million, respectively. Comparisons of backlog are not necessarily indicative of the
trend of future operations due to the nature of varying delivery and milestone schedules on contracts and funding of programs.

Discontinued Operations — Plastic Packaging, Americas

In August 2010, we completed the sale of our plastics packaging, Americas, business to Amcor Limited and received proceeds of
$258.7 million, which included $15 million of contingent consideration recognized at closing and is net of post-closing adjustments of
$21.3 million. The sale of our plastics packaging business included five U.S. facilities that manufactured polyethylene terephthalate
(PET) bottles and preforms and polypropylene bottles, as well as associated customer contracts and other related assets.

The following table summarizes the operating results for the discontinued operations for the years ended December 31:

($ in millions)

2011

2010

2009

Net sales .............................................................................................

Earnings from operations ...................................................................
Gain (loss) on sale of business ...........................................................
Loss on asset impairment ...................................................................
Loss on business consolidation activities (a) .....................................
Gain on disposition ............................................................................
Tax benefit (provision) ......................................................................
Discontinued operations, net of tax ....................................................

—

318.5

634.9

—
(0.8)
—
(3.0)
—
1.5
(2.3) $

3.5
8.6
(107.1)
(10.4)
—
30.5
(74.9) $

19.6
—
—
(23.1)
4.3
(3.0)
(2.2)

(a) Includes net charges recorded to reflect costs associated with the closure of plastics packaging manufacturing facilities.

Additional Segment Information

For additional information regarding our segments, see the business segment information in Note 2 accompanying the consolidated
financial statements within Item 8 of this annual report. The charges recorded for business consolidation activities were based on
estimates by Ball management and were developed from information available at the time. If actual outcomes vary from the estimates,
the differences will be reflected in current period earnings in the consolidated statement of earnings and identified as business
consolidation gains and losses. Additional details about our business consolidation activities and associated costs are provided in Note
5 accompanying the consolidated financial statements within Item 8 of this annual report.

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses were $381.4 million in 2011, $356.8 million in 2010 and $309.0 million in
2009. The increase in SG&A in 2011 compared to 2010 was due to $9 million from unfavorable currency exchange effects, the
consolidation of our acquisitions and other individually insignificant higher costs.

The increase in SG&A expenses in 2010 compared to 2009 was primarily due to $26 million from higher employee compensation
costs, including incentive compensation and stock-based compensation, and fair value adjustments for the company’s deferred
compensation stock plans, $15 million from nonrecurring gains in 2009 and $12 million of other higher costs, partially offset by lower
bad debt expense.

Interest and Taxes

Consolidated interest expense was $177.1 million in 2011, $158.2 million in 2010 and $117.2 million in 2009. The higher interest
expense in 2011 compared to 2010, excluding debt refinancing costs, was due to higher levels of debt related to the acquisitions of
Aerocan, JFP and Neuman, the consolidation of Latapack-Ball and higher share repurchases, as well as the refinancing of the
company’s bank credit facilities in December 2010. The higher expense in 2010 compared to 2009 was due to higher levels of debt,
including the issuance of $500 million of senior notes in November 2010 and $700 million of senior notes in August 2009. Interest
expense in 2010 included $8.8 million for the call premium and write off of unamortized financing costs and unamortized issuance
premiums related to the redemption of Ball’s senior notes due December 2012, as well as the refinancing of our senior credit facilities
in December 2010.

The increase in the 2011 full year effective income tax rate of 30.5 percent as compared to 2010 of 29.0 percent was primarily due to
significant discrete period tax benefits in 2010 not recurring in 2011 related to a change in entity status of a foreign subsidiary and the
2010 world-wide debt refinancing. The impact of these two non-recurring items was partially offset by a lower 2011 effective income
tax rate on foreign earnings, primarily related to the inclusion of a full year of Brazil’s results and the acquisition of Aerocan, both of
which have income tax holidays.

The tax rate for 2010, as compared to 2009, included the accrual of a net $8 million tax benefit due to a change in the tax status of a
foreign investment, a net $11.8 million benefit related to the refinancing of the company’s senior credit facilities and increased U.S.
manufacturing tax benefits, offset by a higher 2010 tax provision for uncertain tax positions and an $8.5 million tax benefit realized in
2009 on the sale of shares in a stock investment resulting from a basis difference.

Results of Equity Affiliates

In October 2011, we acquired our partners’ 60 percent equity interests in QMCP, and recorded a gain of $9.2 million on the fair value
of our previously held equity ownership as a result of the required purchased accounting. Additionally, in March 2011 we entered into
a joint venture agreement with Thai Beverage Can Limited to construct a beverage container manufacturing facility in Vietnam that
will begin production in the first quarter of 2012.

In August 2010, we acquired an additional 10.1 percent economic interest in our Brazilian beverage packaging joint venture,
Latapack-Ball, increasing our overall economic ownership interest in the joint venture to 60.1 percent. In connection with the
acquisition of the additional interest in Latapack-Ball, we recorded a gain of $81.8 million on the fair value of the previously held
50 percent equity ownership as a result of the required purchase accounting.

In June 2010, we acquired our partner’s 65 percent interest in JFP for $86.9 million in cash (net of cash acquired) and assumed debt,
and also entered into a long-term supply agreement. In connection with the acquisition, we recorded equity earnings of $24.1 million,
which was composed of equity earnings, gains on the forgiveness of debt and guarantees and a gain realized on the fair value of Ball’s
equity investment as a result of the required purchase accounting.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Cash Flows and Capital Expenditures

Our primary sources of liquidity are cash provided by operating activities and external committed borrowings. We believe that cash
flows from operations and cash provided by short-term and committed revolver borrowings, when necessary, will be sufficient to meet
our ongoing operating requirements, scheduled principal and interest payments on debt, dividend payments and anticipated capital
expenditures. The following summarizes our cash flows:

($ in millions)

2011

2010

2009

Cash flows provided by (used in) operating activities, including

discontinued operations .................................................................

948.4

515.2

559.7

Cash flows provided by (used in) investing activities, including

discontinued operations .................................................................
Cash flows provided by (used in) financing activities .......................

(738.0)
(216.8)

(110.2)
(459.6)

(581.4)
100.8

Cash flows provided by operating activities in 2010 included $250 million related to a change in accounting for our accounts
receivable securitization program. At December 31, 2009, the amount of accounts receivable sold under the securitization program
was $250 million and, under the previous accounting guidance, this amount was presented in the consolidated balance sheet as a
reduction of accounts receivable as a result of the true sale of receivables. However, upon the adoption of prospective accounting
guidance effective January 1, 2010, the amount of accounts receivable sold is not reflected as a reduction of accounts receivable,
which resulted in a $250 million working capital outflow from operating activities in the statement of cash flows.

Cash flows from operations were $948.4 million in 2011 compared to $765.2 million in 2010 (excluding the $250 million impact of
additional accounts receivable from the change in accounting discussed above) and $559.7 million in 2009. Higher operating cash
flows in 2011 compared to 2010 were due primarily to higher earnings before interest and taxes, favorable working capital changes,
the consolidation of Latapack-Ball and lower pension funding. The significant improvement in 2010 compared to 2009 was primarily
due to higher earnings and favorable working capital changes, partially offset by higher pension funding.

Annual cash dividends paid on common stock were 28 cents per share in 2011 and 20 cents per share in 2010 and 2009. Total
dividends paid were $45.7 million in 2011, $35.8 million in 2010 and $37.4 million in 2009. On January 25, 2012, the company’s
board of directors approved an increase in the quarterly dividend to 10 cents per share beginning with the March 15, 2012, payment
date.

Share Repurchases

The company’s share repurchases, net of issuances, totaled $473.9 million in 2011, $506.7 million in 2010 and $5.1 million in 2009.
The repurchases were completed using cash on hand and available borrowings and included accelerated share repurchase agreements
and other purchases under our ongoing share repurchase program. Additional details about our share repurchase activities are provided
in Note 15 accompanying the consolidated financial statements within Item 8 of this annual report.

On February 1, 2012, in a privately negotiated transaction, Ball entered into an accelerated share repurchase agreement to buy
$200 million of our common shares using cash on hand and available borrowings. The company advanced the $200 million on
February 3, 2012, and received 4,584,819 shares, which represented 90 percent of the total shares as calculated using the closing price
on January 31, 2011, of $39.26. The final number of shares will be determined based on the volume weighted average trading price of
the company’s shares over an agreed upon period of time.

Debt Facilities and Refinancing

The senior credit facilities bear interest at variable rates and include a $195 million Term A loan denominated in U.S. dollars, a
£50 million Term B loan denominated in British sterling and a €99 million Term C loan denominated in euros. The facilities also
include a long-term, multi-currency committed revolving credit facility that provides the company with up to the U.S. dollar
equivalent of $1 billion.

Total interest-bearing debt of $3.1 billion at December 31, 2011, was higher than the amount outstanding at December 31, 2010, of
$2.8 billion. The increase in debt was due primarily to the company’s acquisition of Aerocan for approximately $300 million as all
free cash flow was returned to shareholders through share repurchases and dividends.

In November 2010, Ball issued $500 million of new 5.75 percent senior notes due in May 2021, and in March 2010, Ball issued
$500 million of new 6.75 percent senior notes due in September 2020. On April 21, 2010, the company redeemed $509 million of
6.875 percent senior notes due December 2012 at a redemption price of 101.146 percent of the outstanding principal amount plus
accrued interest. The redemption resulted in a charge of $8.1 million for the call premium and the write off of unamortized financing
costs and unamortized premiums. An additional $0.7 million of charges were recorded in connection with the refinancing of the
company’s senior credit facilities in 2010. The charges are included as a component of interest expense in the consolidated financial
statements.

In August 2011, the company entered into an accounts receivable securitization agreement for a term of three years. The maximum
the company can borrow under this agreement may vary between $150 million and $275 million depending on the seasonal accounts
receivable balances in the company’s North American packaging businesses. At December 31, 2011, $231.0 million of accounts
receivable have been sold under this agreement. Borrowings under the securitization agreement are included within the short-term
debt and current portion of long-term debt line on the balance sheet. There were no accounts receivable sold at December 31, 2010,
under the company’s previous securitization program.

At December 31, 2011, taking into account outstanding letters of credit, approximately $1 billion was available under the company’s
committed multi-currency revolving credit facilities. In addition to these long-term committed credit facilities, the company had
approximately $465 million of short-term uncommitted credit facilities available at the end of 2011, of which $148.6 million was
outstanding and due on demand.

Given our free cash flow projections and unused credit facilities that are available until December 2015, our liquidity is strong and is
expected to meet our ongoing cash and debt service requirements. While ongoing financial and economic conditions raise concerns
about credit risk with counterparties to derivative transactions, the company mitigates its exposure by spreading the risk among
various counterparties and limiting exposure to any one party. We also monitor the credit ratings of our suppliers, customers, lenders
and counterparties on a regular basis.

We were in compliance with all loan agreements at December 31, 2011, and all prior years presented, and have met all debt payment
obligations. The U.S. note agreements and bank credit agreement contain certain restrictions relating to dividends, investments,
financial ratios, guarantees and the incurrence of additional indebtedness. Additional details about our debt and receivables sales
agreements are available in Note 12, accompanying the consolidated financial statements within Item 8 of this annual report.

Other Liquidity Measures

The following financial measurements are on a non-U.S. GAAP basis and should be considered in connection with the consolidated
financial statements within Item 8 of this report. Non-U.S. GAAP measures should not be considered in isolation and should not be
considered superior to, or a substitute for, financial measures calculated in accordance with U.S. GAAP. A presentation of earnings in
accordance with U.S. GAAP is available in Item 8 of this annual report.

Free Cash Flow

Management internally uses a free cash flow measure: (1) to evaluate the company’s operating results, (2) to plan stock buyback
levels and (3) to evaluate the company’s ability to incur and service debt. Free cash flow is not a defined term under U.S. GAAP, and
it should not be inferred that the entire free cash flow amount is available for discretionary expenditures. The company defines free
cash flow as cash flow from operating activities less additions to property, plant and equipment (capital spending). Free cash flow is
typically derived directly from the company’s cash flow statements; however, it may be adjusted for items that affect comparability
between periods.

Based on the above definition, our consolidated free cash flow is summarized as follows:

($ in millions)

2011

2010

2009

Cash flows from operating activities, including discontinued

operations .......................................................................................

Adjust for increase in accounts receivable due to change in

accounting for securitization program ...........................................
Capital spending, including discontinued operations .........................
Free cash flow ....................................................................................

948.4

515.2

559.7

—
(443.8)
504.6

250.0
(259.4)
505.8

—
(187.1)
372.6

Based on information currently available, we estimate cash flows from operating activities for 2012 to be in excess of $850 million,
capital spending to be approximately $400 million and free cash flow to be in the range of $450 million. In 2012, we intend to utilize

our operating cash flow to continue to fund our stock repurchases, dividend payments, growth capital projects and, to the extent
available, acquisitions that meet our various criteria.

Comparable EBIT, Comparable Net Earnings, Comparable EBITDA and Ratios

Management internally uses comparable earnings before interest and taxes (comparable EBIT), comparable earnings before interest,
taxes, depreciation and amortization (comparable EBITDA) and comparable earnings to evaluate the company’s operating
performance. We believe this information is also useful to investors as it provides insight into the earnings and cash flow criteria
management uses to make strategic decisions. EBIT, EBITDA and net earnings are typically derived directly from the company’s
statements of earnings; however, they may be adjusted for items that affect comparability between periods.

Based on the above definitions, our calculation of comparable EBIT is summarized below:

($ in millions)

2011

2010

2009

Earnings before taxes, as reported .....................................................
Interest expense ..................................................................................
Earnings before interest and taxes (EBIT) .........................................
Business consolidation activities .......................................................
Gain on disposition ............................................................................
Comparable EBIT ..........................................................................

659.8
177.1
836.9
30.3
—
867.2

606.4
158.2
764.6
(11.0)
—
753.6

536.6
117.2
653.8
21.4
(34.8)
640.4

Our calculations of comparable EBITDA, the comparable EBIT to interest ratio and the net debt to comparable EBITDA ratio are
summarized below:

($ in millions, except ratios)

2011

2010

2009

Comparable EBIT (as calculated above) ............................................
Add depreciation and amortization ....................................................
Comparable EBITDA ....................................................................

Interest expense (excluding debt refinancing cost) ............................

Total debt at December 31 (a) ...........................................................
Less cash ............................................................................................
Net Debt .........................................................................................

867.2
301.1
1,168.3

177.1

3,144.1
(165.8)
2,978.3

753.6
265.5
1,019.1

149.4

2,812.3
(152.0)
2,660.3

Comparable EBIT/Interest .................................................................
Net Debt/Comparable EBITDA .........................................................

4.9x
2.5x

5.0x
2.6x

640.4
243.1
883.5

117.2

2,596.2
(210.6)
2,385.6

5.5x
2.7x

(a) Debt amounts at December 31, 2009, do not include amounts borrowed under the company’s off-balance sheet accounts

receivable securitization program of $250.0 million.

Our calculation of comparable net earnings is summarized below:

($ in millions, except per share amounts)

2011

2010

2009

Net earnings attributable to Ball Corporation, as reported .................
Discontinued operations, net of tax ....................................................
Business consolidation and other activities, net of tax .......................
Equity earnings and gains related to acquisitions, net of tax .............
Debt refinancing costs, net of tax .......................................................
Gain on disposition, net of tax ...........................................................

Net earnings attributable to Ball Corporation before above

transactions (Comparable Earnings) ..........................................

Per diluted share from continuing operations, as reported .................
Per diluted share, as adjusted .............................................................

$
$

444.0
2.3
22.5
(9.2)
—
—

459.6

2.64
2.73

$
$

468.0
74.9
(9.3)
(105.9)
5.3
—

433.0

2.96
2.36

$
$

387.9
2.2
13.0
—
—
(30.7)

372.4

2.05
1.96

Commitments

Cash payments required for long-term debt maturities, rental payments under noncancellable operating leases, purchase obligations
and other commitments in effect at December 31, 2011, are summarized in the following table:

($ in millions)

Long-term debt, including capital

leases .....................................................
Interest payments on long-term debt (b) ...
Operating leases ........................................
Purchase obligations (c) ............................

Total payments on contractual

Total

Less than 1
Year

1-3 Years

3-5 Years

More than
5 Years

Payments Due By Period (a)

2,776.4
1,128.0
86.0
4,358.5

67.8
160.5
29.5
2,410.0

300.3
323.6
38.5
1,851.7

618.8
292.8
13.6
96.8

1,789.5
351.1
4.4
—

obligations .........................................

8,348.9

2,667.8

2,514.1

1,022.0

2,145.0

(a) Amounts reported in local currencies have been translated at year-end 2011 exchange rates.
(b) For variable rate facilities, amounts are based on interest rates in effect at year end and do not contemplate the effects of any

hedging instruments utilized by the company.

(c) The company’s purchase obligations include contracted amounts for aluminum, steel and other direct materials. Also included

are commitments for purchases of natural gas and electricity, expenses related to aerospace and technologies contracts and other
less significant items. In cases where variable prices and/or usage are involved, management’s best estimates have been used.
Depending on the circumstances, early termination of the contracts may or may not result in penalties and, therefore, actual
payments could vary significantly.

The table above does not include $68.8 million of uncertain tax positions, the timing of which is unknown at this time.

Contributions to the company’s defined benefit pension plans, not including the unfunded German plans, are expected to be in the
range of $120 million in 2012. This estimate may change based on changes in the Pension Protection Act and actual plan asset
performance, among other factors. Benefit payments related to these plans are expected to be $113.7 million, $76.6 million,
$80.2 million, $84.2 million and $87.9 million for the years ending December 31, 2012 through 2016, respectively, and a total of
$496.7 million for the years 2017 through 2021. Payments to participants in the unfunded German plans are expected to be between
$21 million (€16 million) and $22 million (€17 million) in each of the years 2012 through 2016 and a total of $98 million
(€76 million) for the years 2017 through 2021.

For the U.S. pension plans in 2012, we revised our return on asset assumption to 7.75 percent (from 8.00 percent in 2011) and our
discount rate assumption to an average of 4.75 percent (from 5.55 percent in 2011). Based on these changes in assumptions and
revisions based on plan experience studies, U.S. pension expense in 2012 is anticipated to be approximately $6 million higher than in
2011. Taking into consideration higher pension funding in 2012, a further reduction of the expected return on U.S. pension assets
assumption by a quarter of a percentage point would result in an estimated $3.1 million increase in the 2012 global pension expense,
while a quarter of a percentage point reduction in the discount rate applied to the pension liability would result in an estimated
$4.5 million of additional pension expense in 2012. Additional information regarding the company’s pension plans is provided in
Note 14 accompanying the consolidated financial statements within Item 8 of this annual report.

Due to the U.S. tax status of certain of Ball’s subsidiaries in Canada and the PRC, the company annually provides U.S. taxes on
foreign earnings in those subsidiaries, net of any estimated foreign tax credits. In 2010, Ball increased its economic interest in its
Brazilian joint venture, and due to the nature of the investment, Ball provides deferred taxes on the portion of undistributed earnings
of the Brazil investment related to this incremental investment. Net U.S. taxes provided for Brazil, Canada and PRC earnings in 2011,
2010 and 2009 were $17.7 million, $13.4 million and $16.6 million, respectively. For the foreseeable future, anticipated cash flow
from the U.S. operations should be sufficient to meet the domestic operational needs, including capital expenditures, dividends, share
repurchases and debt service, including minimal near term debt maturities over the next few years. Should domestic cash flow gaps
arise due to unforeseen events, Ball can access funds in the U.S. to bridge those gaps from its committed revolving credit facility, from
public bond markets, from cash deposits in the PRC on earnings for which U.S. taxes have been provided and from repayment of
outstanding U.S. loans to foreign subsidiaries. Consequently, management’s intention is to indefinitely reinvest undistributed earnings
of Ball’s remaining foreign investments and, as a result, no U.S. income or federal withholding tax provision has been made. It is not
practical to estimate the additional taxes that may become payable upon the eventual remittance of these foreign earnings; however,
repatriation of these earnings would result in a relatively high incremental tax rate.

Contingencies

The company is subject to routine litigation incident to operating its businesses, and has been designated by various federal and state
environmental agencies as a potentially responsible party, along with numerous other companies, for the cleanup of several hazardous
waste sites. The company’s information indicates that the matters identified will not have a material adverse effect upon the liquidity,
results of operations or financial condition of the company. Details of the company’s legal proceedings are included in Note 21 to the
consolidated financial statements within Item 8 of this annual report.

CRITICAL AND SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING PRONOUNCEMENTS

For information regarding the company’s critical and significant accounting policies, as well as recent accounting pronouncements,
see Note 1 to the consolidated financial statements within Item 8 of this annual report.

FORWARD-LOOKING STATEMENTS

The company has made or implied certain forward-looking statements in this report which are made as of the end of the time frame
covered by this report. These forward-looking statements represent the company’s goals, and results could vary materially from those
expressed or implied. From time to time we also provide oral or written forward-looking statements in other materials we release to
the public. As time passes, the relevance and accuracy of forward-looking statements may change. Some factors that could cause the
company’s actual results or outcomes to differ materially from those discussed in the forward-looking statements include, but are not
limited to: fluctuation in customer and consumer growth, demand and preferences; loss of one or more major customers or changes to
contracts with one or more customers; insufficient production capacity; changes in senior management; the ongoing global recession
and its effects on liquidity, credit risk, asset values and the economy; overcapacity in foreign and domestic metal container industry
production facilities and its impact on pricing; failure to achieve anticipated productivity improvements or production cost reductions,
including those associated with capital expenditures; changes in climate and weather; fruit, vegetable and fishing yields; power and
natural resource costs; difficulty in obtaining supplies and energy, such as gas and electric power; availability and cost of raw
materials, as well as the increases in steel, aluminum and energy costs, and the ability or inability to include or pass on to customers
changes in raw material costs; changes in the pricing of the company’s products and services; competition in pricing and the possible
decrease in, or loss of, sales resulting therefrom; insufficient or reduced cash flow; the number and timing of the purchases of the
company’s common shares; the effects of restrictive legislation, including with respect to packaging, such as recycling laws; interest
rates affecting our debt; labor strikes; increases and trends in various employee benefits and labor costs, including pension, medical
and health care costs; rates of return projected and earned on assets and discount rates used to measure future obligations and expenses
of the company’s defined benefit retirement plans; antitrust, intellectual property, consumer and other litigation; maintenance and
capital expenditures; goodwill impairment; changes in generally accepted accounting principles or their interpretation; the
authorization, funding, availability and returns of contracts for the aerospace and technologies segment and the nature and
continuation of those contracts and related services provided thereunder; delays, extensions and technical uncertainties, as well as
schedules of performance associated with such segment contracts; political and economic instability, including periodic sell-off on
global equity markets, sanctions and the devaluation or revaluation of certain currencies; business risks with respect to changes in
currency exchange rates; terrorist activity or war that disrupts the company’s production or supply; regulatory action or laws affecting
the company or its customers or suppliers, or any of their respective products, including tax, environmental, health and workplace
safety, including in respect of climate change, or chemicals or substances used in raw materials or in the manufacturing process,
particularly publicity concerning Bisphenol-A, or BPA, a chemical used in the manufacture of epoxy coatings applied to many types
of containers (including certain of those produced by the company); technological developments and innovations; successful or
unsuccessful acquisitions, joint ventures or divestitures and the integration activities associated therewith; changes to unaudited results
due to statutory audits of our financial statements or management’s evaluation of the company’s internal control over financial
reporting; ongoing uncertainties surrounding sovereign debt of various European countries, including Greece, Portugal, Spain and
Italy, as well as ratings agency downgrades of various government’s debt; and loss contingencies related to income and other tax
matters, including those arising from audits performed by national and local tax authorities. If the company is unable to achieve its
goals, then the company’s actual performance could vary materially from those goals expressed or implied in the forward-looking
statements. The company currently does not intend to publicly update forward-looking statements except as it deems necessary in
quarterly or annual earnings reports. You are advised, however, to consult any further disclosures we make on related subjects in our
10-K, 10-Q and 8-K reports to the SEC.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Financial Instruments and Risk Management

In the ordinary course of business, we employ established risk management policies and procedures, which seek to reduce Ball’s
exposure to fluctuations in commodity prices, interest rates, foreign currencies and prices of the company’s common stock and the
company’s deferred compensation stock plan. However, there can be no assurance that these policies and procedures will be
successful. Although the instruments utilized involve varying degrees of credit, market and interest risk, the counterparties to the
agreements are expected to perform fully under the terms of the agreements. We monitor counterparty credit risk, including lenders,
on a regular basis, but we cannot be certain that all risks will be discerned or that its risk management policies and procedures will
always be effective. Further details are available in Note 18 to the consolidated financial statements within Item 8 of this annual
report.

We have estimated our market risk exposure using sensitivity analysis. Market risk exposure has been defined as the changes in fair
value of derivative instruments, financial instruments and commodity positions. To test the sensitivity of our market risk exposure, we
have estimated the changes in fair value of market risk sensitive instruments assuming a hypothetical 10 percent adverse change in
market prices or rates. The results of the sensitivity analyses are summarized below.

Commodity Price Risk

Aluminum

We manage commodity price risk in connection with market price fluctuations of aluminum ingot through two different methods.
First, we enter into container sales contracts that include aluminum ingot-based pricing terms that generally reflect the same price
fluctuations included in commercial supply contracts for the purchase of aluminum products. The terms include fixed, floating or pass-
through aluminum ingot component pricing. Second, we generally use derivative instruments such as option and forward contracts as
economic and cash flow hedges of commodity price risk where there is not an arrangement in the sales contract to match underlying
purchase volumes and pricing with sales volumes and pricing.

Steel

Most sales contracts involving our steel products either include provisions permitting us to pass through some or all steel cost changes
incurred, or they incorporate annually negotiated steel prices. We anticipate at this time that we will be able to pass through the
majority of the steel price changes that may occur in 2012.

Considering the effects of derivative instruments, the company’s ability to pass through certain raw material costs through contractual
provisions, the market’s ability to accept price increases and the company’s commodity price exposures under its contract terms, a
hypothetical 10 percent adverse change in the company’s steel and aluminum prices could result in an estimated $4.8 million after-tax
reduction in net earnings over a one-year period. Additionally, the company has currency exposures on raw materials, and the effect of
a 10 percent adverse change is included in the total currency exposure discussed below. Actual results may vary based on actual
changes in market prices and rates.

The company is also exposed to fluctuations in prices for natural gas and electricity, as well as the cost of diesel fuel as a component
of freight cost. A hypothetical 10 percent increase in our natural gas and electricity prices could result in an estimated $8.2 million
after-tax reduction of net earnings over a one-year period. A hypothetical 10 percent increase in diesel fuel prices could result in an
estimated $0.3 million after-tax reduction of net earnings over the same period. Actual results may vary based on actual changes in
market prices and rates.

Interest Rate Risk

Our objective in managing exposure to interest rate changes is to manage the impact of interest rate changes on earnings and cash
flows and to minimize our overall borrowing costs. To achieve these objectives, we may use a variety of interest rate swaps, collars
and options to manage our mix of floating and fixed-rate debt. Interest rate instruments held by the company at December 31, 2011,
included pay-fixed interest rate swaps. Pay-fixed swaps effectively convert variable rate obligations to fixed-rate instruments.

Based on our interest rate exposure at December 31, 2011, assumed floating rate debt levels throughout the next 12 months and the
effects of derivative instruments, a 100-basis point increase in interest rates could result in an estimated $8.1 million after-tax
reduction in net earnings over a one-year period. Actual results may vary based on actual changes in market prices and rates and the
timing of these changes.

Currency Exchange Rate Risk

Our objective in managing exposure to currency fluctuations is to limit the exposure of cash flows and earnings from changes
associated with currency exchange rate changes through the use of various derivative contracts. In addition, at times Ball manages
earnings translation volatility through the use of currency option strategies, and the change in the fair value of those options is
recorded in the company’s net earnings. Our currency translation risk results from the currencies in which we transact business. We
face currency exposures in our global operations as a result of purchasing raw materials in U.S. dollars and, to a lesser extent, in other
currencies. Sales contracts are negotiated with customers to reflect cost changes and, where there is not an exchange pass-through
arrangement, the company uses forward and option contracts to manage currency exposures.

Considering the company’s derivative financial instruments outstanding at December 31, 2011, and the currency exposures, a
hypothetical 10 percent reduction (U.S. dollar strengthening) in currency exchange rates compared to the U.S. dollar could result in an
estimated $44.8 million after-tax reduction in net earnings over a one-year period. This hypothetical adverse change in currency
exchange rates would also reduce our forecasted average debt balance by $24.8 million. Actual changes in market prices or rates may
differ from hypothetical changes.

Common Stock Price Risk

The company’s deferred compensation stock program is subject to variable plan accounting and, accordingly, is marked to fair value
using the company’s closing stock price at the end of a reporting period. Based on current share levels in the program, each $1 change
in the company’s stock price has an impact of $1.8 million on pretax earnings. During March and September 2011, the company
entered into total return swaps to mitigate the company’s exposure to these fair value fluctuations.

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Ball Corporation:

In our opinion, the consolidated financial statements listed in the index appearing under 15(a)(1) present fairly, in all material respects,
the financial position of Ball Corporation and its subsidiaries at December 31, 2011 and 2010, and the results of their operations and
their cash flows for each of the three years in the period ended December 31, 2011 in conformity with accounting principles generally
accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2011, based on criteria established in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is
responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial
Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company’s
internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal
control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control
over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinions.

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for
securitizations in 2010.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded the operations of
Aerocan S.A.S. and Qingdao M.C. Packaging Ltd. from its assessment of internal control over financial reporting as of December 31,
2011 because they were acquired by the Company in purchase business combinations in 2011. We have also excluded the acquired
operations from our audit of internal control over financial reporting. The acquired operations are consolidated subsidiaries of the
Company whose combined assets and combined net sales represented 6 percent and 2 percent, respectively, of the related consolidated
financial statement amounts as of and for the year ended December 31, 2011.

/s/ PricewaterhouseCoopers LLP
Denver, Colorado
February 22, 2012

Consolidated Statements of Earnings
Ball Corporation and Subsidiaries

($ in millions, except per share amounts)

2011

Years ended December 31,
2010

2009

Net sales ...................................................................................................

8,630.9

7,630.0

6,710.4

Costs and expenses

Cost of sales (excluding depreciation and amortization) ......................
Depreciation and amortization .............................................................
Selling, general and administrative .......................................................
Business consolidation and other activities ..........................................
Gain on disposition ...............................................................................

(7,081.2)
(301.1)
(381.4)
(30.3)
—
(7,794.0)

(6,254.1)
(265.5)
(356.8)
11.0
—
(6,865.4)

(5,517.9)
(243.1)
(309.0)
(21.4)
34.8
(6,056.6)

Earnings before interest and taxes ........................................................

Interest expense ........................................................................................
Debt refinancing costs ..............................................................................
Total interest expense ...........................................................................

Earnings before taxes ................................................................................
Tax provision ............................................................................................
Equity in results of affiliates, net of tax ....................................................
Net earnings from continuing operations ..................................................
Discontinued operations, net of tax ...........................................................

Net earnings ..............................................................................................
Less net earnings attributable to noncontrolling interests .........................
Net earnings attributable to Ball Corporation ...........................................

Amounts attributable to Ball Corporation:

Continuing operations ...........................................................................
Discontinued operations ........................................................................
Net earnings ......................................................................................

Earnings per share (a):

Basic — continuing operations .............................................................
Basic — discontinued operations ..........................................................
Total basic earnings per share ...........................................................

Diluted — continuing operations ..........................................................
Diluted — discontinued operations .......................................................
Total diluted earnings per share ........................................................

836.9

(177.1)
—
(177.1)

659.8
(201.3)
10.1
468.6
(2.3)

466.3
(22.3)
444.0

446.3
(2.3)
444.0

2.70
(0.01)
2.69

2.64
(0.01)
2.63

764.6

(149.4)
(8.8)
(158.2)

606.4
(175.8)
118.0
548.6
(74.9)

473.7
(5.7)
468.0

542.9
(74.9)
468.0

3.00
(0.41)
2.59

2.96
(0.41)
2.55

653.8

(117.2)
—
(117.2)

536.6
(159.8)
13.8
390.6
(2.2)

388.4
(0.5)
387.9

390.1
(2.2)
387.9

2.08
(0.01)
2.07

2.05
(0.01)
2.04

Weighted average shares outstanding (000s) (a):

Basic .....................................................................................................
Diluted ..................................................................................................

165,275
168,590

180,746
183,538

187,572
189,978

Cash dividends declared and paid, per share .......................................

0.28

0.20

(a) Amounts in 2009 have been retrospectively adjusted for the two-for-one stock split that was effective on February 15, 2011.

The accompanying notes are an integral part of the consolidated financial statements.

Consolidated Balance Sheets
Ball Corporation and Subsidiaries

($ in millions)

Assets
Current assets

Cash and cash equivalents ...............................................................................................
Receivables, net ...............................................................................................................
Inventories, net .................................................................................................................
Deferred taxes and other current assets ............................................................................
Total current assets ......................................................................................................

Property, plant and equipment, net ......................................................................................
Goodwill .............................................................................................................................
Intangibles and other assets, net ...........................................................................................
Total Assets .....................................................................................................................

Liabilities and Shareholders’ Equity
Current liabilities

Short-term debt and current portion of long-term debt ...................................................
Accounts payable .............................................................................................................
Accrued employee costs ..................................................................................................
Other current liabilities ....................................................................................................
Total current liabilities .................................................................................................

Long-term debt ................................................................................................................
Employee benefit obligations ...........................................................................................
Deferred taxes and other liabilities .................................................................................
Total liabilities ............................................................................................................

Contingencies

Shareholders’ equity

Common stock (327,003,933 shares issued — 2011; 325,423,462 shares

issued — 2010) ............................................................................................................
Retained earnings .............................................................................................................
Accumulated other comprehensive earnings (loss) ..........................................................
Treasury stock, at cost (166,688,309 shares — 2011; 153,265,070 shares — 2010) .......
Total Ball Corporation shareholders’ equity ...........................................................
Noncontrolling interests ...................................................................................................
Total shareholders’ equity .........................................................................................
Total Liabilities and Shareholders’ Equity ..............................................................

December 31,

2011

2010

165.8
910.4
1,072.5
173.2
2,321.9

2,265.4
2,247.1
450.2
7,284.6

447.4
847.3
248.3
313.1
1,856.1

2,696.7
1,143.7
210.1
5,906.6

152.0
849.7
1,083.9
220.1
2,305.7

2,048.2
2,105.3
468.5
6,927.7

110.7
700.3
258.2
314.1
1,383.3

2,701.6
963.3
221.4
5,269.6

941.7
3,228.3
(335.2)
(2,615.7)
1,219.1
158.9
1,378.0
7,284.6

893.4
2,829.8
(82.1)
(2,123.1)
1,518.0
140.1
1,658.1
6,927.7

The accompanying notes are an integral part of the consolidated financial statements.

Consolidated Statements of Cash Flows
Ball Corporation and Subsidiaries

($ in millions)

2011

Years ended December 31,
2010

2009

Cash Flows from Operating Activities

Net earnings ..........................................................................................
Discontinued operations, net of tax .......................................................
Adjustments to reconcile net earnings to cash provided by

466.3
2.3

473.7
74.9

(used in) operating activities:
Depreciation and amortization ..........................................................
Equity earnings and gains related to acquisitions .............................
Gain on disposition ...........................................................................
Deferred taxes ...................................................................................
Other, net ..........................................................................................

Working capital changes, excluding effects of acquisitions:

Receivables .......................................................................................
Inventories ........................................................................................
Other current assets ...........................................................................
Accounts payable ..............................................................................
Accrued employee costs....................................................................
Other current liabilities .....................................................................
Other, net ..........................................................................................
Cash provided by (used in) continuing operating activities ..........
Cash provided by (used in) discontinued operating activities .......
Total cash provided by (used in) operating activities ...............

Cash Flows from Investing Activities

Additions to property, plant and equipment ......................................
Business acquisitions, net of cash acquired ......................................
Acquisitions of equity affiliates, net of cash acquired ......................
Proceeds from dispositions, net of cash sold .....................................
Cash collateral, net ............................................................................
Other, net ..........................................................................................
Cash provided by (used in) continuing investing activities ...........
Cash provided by (used in) discontinued investing activities .......
Total cash provided by (used in) investing activities ................

Cash Flows from Financing Activities

Long-term borrowings ......................................................................
Repayments of long-term borrowings ...............................................
Net change in short-term borrowings ................................................
Proceeds from issuances of common stock .......................................
Acquisitions of treasury stock ...........................................................
Common dividends ...........................................................................
Other, net ..........................................................................................
Cash provided by (used in) financing activities ........................
Effect of exchange rate changes on cash ...................................................
Change in cash and cash equivalents ....................................................
Cash and Cash Equivalents — Beginning of Year ...................................
Cash and Cash Equivalents — End of Year ..............................................

301.1
(10.1)
—
28.4
93.7

(4.1)
27.5
34.8
111.1
(20.4)
(43.4)
(30.5)
956.7
(8.3)
948.4

(443.8)
(295.2)
—
—
—
1.0
(738.0)
—
(738.0)

827.3
(815.8)
295.3
39.3
(513.2)
(45.7)
(4.0)
(216.8)
20.2
13.8
152.0
165.8

265.5
(118.0)
—
(28.7)
65.2

(287.0)
(153.1)
49.2
68.8
39.6
7.1
43.1
500.3
14.9
515.2

(250.2)
(62.0)
(63.8)
261.5
0.1
13.4
(101.0)
(9.2)
(110.2)

2,231.6
(2,144.9)
15.1
47.5
(554.2)
(35.8)
(18.9)
(459.6)
(4.0)
(58.6)
210.6
152.0

The accompanying notes are an integral part of the consolidated financial statements.

388.4
2.2

243.1
(13.8)
(34.8)
(24.3)
35.6

33.8
74.8
54.7
(150.0)
(17.1)
(132.8)
18.2
478.0
81.7
559.7

(157.9)
(574.7)
—
37.0
105.3
2.4
(587.9)
6.5
(581.4)

1,336.7
(1,096.8)
(92.0)
31.9
(37.0)
(37.4)
(4.6)
100.8
4.1
83.2
127.4
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Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

1. Critical and Significant Accounting Policies

The preparation of the company’s 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 financial statements and reported amounts of
revenues and expenses during the reporting periods. These estimates are based on historical experience and various assumptions
believed to be reasonable under the circumstances. Ball’s management evaluates these estimates on an ongoing basis and adjusts or
revises the estimates as circumstances change. As future events and their impacts cannot be determined with precision, actual results
may differ from these estimates. In the opinion of management, the financial statements reflect all adjustments necessary to fairly
present the results of the periods presented.

Critical Accounting Policies

The company considers certain accounting policies to be critical, as their application requires management’s judgment about the
impacts of matters that are inherently uncertain. Following is a discussion of the accounting policies the company considers critical to
our consolidated financial statements.

Acquisitions

The company records acquisitions resulting in the consolidation of an enterprise using the purchase method of accounting. Under this
method, the acquiring company records the assets acquired, including intangible assets that can be identified and named, and liabilities
assumed based on their estimated fair values at the date of acquisition. The purchase price in excess of the fair value of the net assets
and liabilities is recorded as goodwill. If the assets acquired are greater than the purchase price paid then a bargain purchase has
occurred and the company will recognize the gain immediately in earnings. Among other sources of relevant information, the
company uses independent appraisals and actuarial or other valuations to assist in determining the estimated fair values of the assets
and liabilities. Transaction costs associated with acquisitions are expensed as incurred and included in the business consolidation and
other activities line of the consolidated statement of earnings.

For acquisitions where the company already owns an equity investment in the target company, the company will recognize in
earnings, upon the completion of the acquisition, a gain or loss related to the company’s existing equity investment. This gain or loss
is calculated based on the fair value of the equity investment as compared to the carrying value of the investment on the date of
acquisition.

Exit and Other Closure Costs

The company estimates its liabilities for business closure activities by accumulating detailed estimates of costs and asset sale
proceeds, if any, for each business consolidation initiative. This includes the estimated costs of employee severance, pension and
related benefits; impairment of property and equipment and other assets, including estimates of net realizable value; accelerated
depreciation; termination payments for contracts and leases; contractual obligations; and any other qualifying costs related to the exit
plan. These estimated costs are grouped by specific projects within the overall exit plan and are then monitored on a monthly basis.
Such disclosures represent management’s best estimates, but require assumptions about the plans that may change over time. Changes
in estimates for individual locations and other matters are evaluated periodically to determine if a change in estimate is required for
the overall restructuring plan. Subsequent changes to the original estimates are included in current period earnings and identified as
business consolidation gains or losses.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

1. Critical and Significant Accounting Policies (continued)

Recoverability of Goodwill and Intangible Assets

On an annual basis and at interim periods when circumstances require, the company tests the recoverability of its goodwill and
indefinite-lived intangible assets. The company’s indefinite-lived intangible assets are not significant to the consolidated financial
statements. The goodwill testing utilizes a two-step impairment analysis, whereby the company compares the carrying value of each
identified reporting unit to its fair value. If the carrying value of the reporting unit is greater than its fair value, the second step is
performed, where the implied fair value of goodwill is compared to its carrying value. The company recognizes an impairment charge
for the amount by which the carrying amount of goodwill exceeds its implied fair value. The fair values of the reporting units are
estimated using the net present value of discounted cash flows, excluding any financing costs or dividends, generated by each
reporting unit. The company’s discounted cash flows are based upon reasonable and appropriate assumptions, which are weighted for
their likely probability of occurrence, about the underlying business activities of the company’s reporting units.

For this evaluation, our reporting units are consistent with our reportable segments identified in Note 2 except that assets within metal
beverage packaging, North America, are tested separately from those in metal beverage packaging, Asia, and Latapack-Ball
Embalagens Ltda. Additionally, assets in the Aerocan S.A.S. reporting unit are tested separately from the remainder of metal beverage
packaging, Europe. These reporting units have been identified based on the level at which discrete financial information is reviewed
by the segment management. When a business within a reporting unit is disposed of, goodwill is allocated to the gain or loss on
disposition using the relative fair value methodology.

The company amortizes the cost of finite-lived intangible assets over their estimated useful lives. Amortizable intangible assets are
tested for impairment, when deemed necessary, based on undiscounted cash flows and, if impaired, are written down to fair value
based on either discounted cash flows or appraised values.

Defined Benefit Pension Plans and Other Employee Benefits

The company has defined benefit plans that cover a significant portion of its employees. The company also has postretirement plans
that provide certain medical benefits and life insurance for retirees and eligible dependents and, to a lesser extent, participates in
multiemployer defined benefit plans for which Ball is not the sponsor. For the company sponsored plans, the relevant accounting
guidance requires that management make certain assumptions relating to the long-term rate of return on plan assets, discount rates
used to measure future obligations and expenses, salary scale inflation rates, health care cost trend rates, mortality and other
assumptions. The company believes that the accounting estimates related to our pension and postretirement plans are critical
accounting estimates, because they are highly susceptible to change from period to period based on the performance of plan assets,
actuarial valuations, market conditions and contracted benefit changes. The selection of assumptions is based on historical trends and
known economic and market conditions at the time of valuation. However, actual results may differ substantially from the estimates
that were based on the critical assumptions.

The company recognizes the funded status of each defined benefit pension plan and other postretirement benefit plan on the
consolidated balance sheet. Each overfunded plan is recognized as an asset, and each underfunded plan is recognized as a liability.
Pension plan liabilities are revalued annually based on updated assumptions and information about the individuals covered by the
plan. For pension plans, accumulated actuarial gains and losses in excess of a 10 percent corridor, the prior service cost and the
transition asset are amortized on a straight-line basis from the date recognized over the average remaining service period of active
participants. For other postemployment benefits, the 10 percent corridor is not used. The majority of costs related to defined benefit
and other postretirement plans are included in cost of sales; the remainder is included in selling, general and administrative expenses.

In addition to defined benefit and postretirement plans, the company maintains reserves for employee medical claims, up to our
insurance stop-loss limit, and workers’ compensation claims. These are regularly evaluated and revised, as needed, based on a variety
of information, including historical experience, actuarial estimates and current employee statistics.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

1. Critical and Significant Accounting Policies (continued)

Income Taxes

Deferred income taxes reflect the future tax consequences of differences between the tax bases of assets and liabilities and their
financial reporting amounts at each balance sheet date, based upon enacted income tax laws and tax rates. Income tax expense or
benefit is provided based on earnings reported in the financial statements. The provision for income tax expense or benefit differs
from the amounts of income taxes currently payable because certain items of income and expense included in the consolidated
financial statements are recognized in different time periods by taxing authorities.

Deferred tax assets, including operating loss, capital loss and tax credit carryforwards, are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that any portion of these tax attributes will not be realized. In addition, from time
to time, management must assess the need to accrue or disclose uncertain tax positions for proposed adjustments from various federal,
state and foreign tax authorities who regularly audit the company in the normal course of business. In making these assessments,
management must often analyze complex tax laws of multiple jurisdictions, including many foreign jurisdictions. The accounting
guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. The company records the related interest expense and penalties, if any, as tax
expense in the tax provision.

Derivative Financial Instruments

The company uses derivative financial instruments for the purpose of hedging exposures to fluctuations in interest rates, currency
exchange rates, raw materials purchasing, inflation rates and common share repurchases. The company’s derivative instruments are
recorded in the consolidated balance sheets at fair value. For a derivative designated as a cash flow hedge, the effective portion of the
derivative’s mark to fair value is initially reported as a component of accumulated other comprehensive earnings and subsequently
reclassified into earnings when the hedged item affects earnings. The ineffective portion of the mark to fair value associated with all
hedges is reported in earnings immediately. Derivatives that do not qualify for hedge accounting are marked to fair value with gains
and losses immediately recorded in earnings. In the consolidated statements of cash flows, derivative activities are classified based on
the items being hedged.

Realized gains and losses from hedges are classified in the consolidated statements of earnings consistent with the accounting
treatment of the items being hedged. Upon the early dedesignation of an effective derivative contract, the gains or losses are deferred
in accumulated other comprehensive earnings until the originally hedged item affects earnings. Any gains or losses incurred after the
dedesignation date are reported in earnings immediately.

Revenue Recognition in the Aerospace and Technologies Segment

Sales under long-term contracts in the aerospace and technologies segment are primarily recognized using percentage of completion
under the cost-to-cost method of accounting. The three types of long-term sales contracts used are (1) cost-type sales contracts, which
represent approximately 60 percent of segment net sales; (2) fixed price sales contracts, which represent 33 percent of segment net
sales; and (3) time and material contracts, which account for the remainder. A cost-type sales contract is an agreement to perform the
contract for cost plus an agreed upon profit component, fixed price sales contracts are completed for a fixed price and time and
material contracts involve the sale of engineering labor at fixed rates per hour. Cost-type sales contracts can have different types of fee
arrangements, including fixed fee, cost, milestone and performance incentive fees, award fees or a combination thereof.

At the inception of contract performance, our estimates of base, incentive and other fees are established at a conservative estimate of
profit over the period of contract performance. Throughout the period of contract performance, the company regularly reevaluates and,
if necessary, revises estimates of total contract revenue, total contract cost and extent of progress toward completion. Provision for
estimated contract losses, if any, is made in the period that such losses are determined to be probable. Because of sales contract
payment schedules, limitations on funding and contract terms, our sales and accounts receivable generally include amounts that have
been earned but not yet billed. As a prime U.S. government contractor or subcontractor, the aerospace and technologies segment is
subject to a high degree of regulation, financial review and oversight by the U.S. government.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

1. Critical and Significant Accounting Policies (continued)

Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Ball Corporation, its subsidiaries, and variable interest entities in which
Ball Corporation is considered to be the primary beneficiary (collectively, Ball, the company, we or our). Equity investments in which
the company exercises significant influence but does not control and is not the primary beneficiary are accounted for using the equity
method of accounting. Investments in which the company does not exercise significant influence over the investee are accounted for
using the cost method of accounting. Intercompany transactions are eliminated.

Earnings per share and share information for 2009 and 2008 have been retrospectively adjusted for the two-for-one stock split that was
effective on February 15, 2011.

Reclassifications

Certain prior year amounts have been reclassified in order to conform to the current year presentation.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and highly liquid investments with original maturities of three months or less.

Inventories

Inventories are stated at the lower of cost or market using either the first-in, first-out (FIFO) cost method of accounting or the average
cost method. Inventory cost is calculated for each inventory component taking into consideration the appropriate cost factors including
fixed and variable overhead, material price volatility and production levels.

Depreciation and Amortization

Property, plant and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of
the assets. Assets are depreciated and amortized using the straight-line method over their estimated useful lives (buildings and
improvements — generally 5 to 40 years; machinery and equipment — 2 to 20 years; other intangible assets — 13.4 years, weighted
average).

Deferred financing costs are amortized over the life of the related loan facility and are reported as part of interest expense. When debt
is repaid prior to its maturity date, the write-off of the remaining unamortized deferred financing costs, or pro rata portion thereof, is
also reported as interest expense.

Under certain business consolidation activities, accelerated depreciation may be required over the remaining useful life for designated
assets to be scrapped or abandoned. The accelerated depreciation related to facility closures is disclosed as part of the business
consolidation costs in the appropriate period.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

1. Critical and Significant Accounting Policies (continued)

Environmental Reserves

The company estimates the liability related to environmental matters based on, among other factors, the degree of probability of an
unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. The company records the best estimate of a
loss when the loss is considered probable. As additional information becomes available, the company assesses the potential liability
related to pending matters and revises the estimates.

Revenue Recognition in the Packaging Segments

The company recognizes sales of products in the packaging segments when the four basic criteria of revenue recognition are met. The
four basic criteria are met when delivery has occurred and title has transferred, there is persuasive evidence of an agreement or
arrangement, the price is fixed and determinable and collection is reasonably assured.

Fair Value Measurements

Generally accepted accounting principles define fair value as the price that would be received to sell an asset or be paid to transfer a
liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a fair value
hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority):



Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted
assets or liabilities.

Level 2—Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for
identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be
corroborated by observable market data by correlation or other means.

Level 3—Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and
unobservable.

Stock-Based Compensation

Ball has a variety of restricted stock and stock option plans, and the related stock-based compensation is primarily reported as part of
selling, general and administrative expenses in the consolidated statements of earnings. The compensation expense associated with
restricted stock grants is calculated using the fair value at the date of grant (closing stock price) and is amortized over the restriction
period. For stock options, the company has elected to use the Black-Scholes valuation model and amortizes the estimated fair value on
a straight-line basis over the requisite service period (generally the vesting period). The company’s deferred compensation stock
program is subject to variable plan accounting and, accordingly, is marked to the closing price of the company’s common stock at the
end of each reporting period. Tax benefits associated with option exercises are reported in financing activities in the consolidated
statements of cash flows. Further details regarding the expense calculated under the fair value based method are provided in Note 16.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

1. Critical and Significant Accounting Policies (continued)

Research and Development

Research and development costs are expensed as incurred in connection with the company’s internal programs for the development of
products and processes. Costs incurred in connection with these programs, the majority of which are included in cost of sales,
amounted to $22.3 million, $22.2 million and $26.4 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Currency Translation

Assets and liabilities of foreign operations are translated using period-end exchange rates, and revenues and expenses are translated
using average exchange rates during each period. Translation gains and losses are reported in accumulated other comprehensive
earnings as a component of shareholders’ equity.

Accounting Pronouncements

Recently Adopted Accounting Standards

In September 2011, revised accounting guidance was issued to enhance disclosures related to multiemployer pension plans. The new
guidance became effective for Ball in its 2011 year-end reporting and resulted in additional disclosures related to the company’s
participation in multiemployer pension plans, which are not material to its consolidated financial statements. Further disclosure is
available in Note 14.

In April 2010, accounting guidance was issued to outline the criteria that should be met for determining when the milestone method of
revenue recognition is appropriate in research or development transactions. The new guidance was effective as of January 1, 2011, and
did not have a material impact on Ball’s financial statements.

In January 2010, Ball adopted accounting guidance that modifies the way entities account for securitizations and special-purpose
entities. In connection with the adoption of the guidance, the company determined that its existing accounts receivable securitization
program should be recorded on the balance sheet as of January 1, 2010.

In January 2010, the FASB issued additional guidance regarding fair value measurements, specifically requiring the disclosure of
transfers in and out of Level 1 and 2 assets and liabilities (previously only required for those in Level 3) and more specific detailed
disclosure of the activity in Level 3 fair value measurements (on a gross basis rather than a net basis). The new guidance also clarifies
existing disclosure requirements regarding the level of disaggregation of asset and liability classes, as well as the valuation techniques
and inputs used to measure fair value for Level 2 and Level 3 fair value measurements. The disclosure requirement for transfers in and
out of Level 1 and 2 assets and liabilities was effective for Ball on January 1, 2010, and had no impact on the consolidated financial
statements. The reporting of Level 3 activity on a gross basis was effective for Ball as of January 1, 2011, and affects only the Level 3
pension plan assets, which do not represent a significant component of the total pension assets.

New Accounting Guidance

In December 2011, accounting guidance was issued requiring disclosures to help reconcile differences in the offsetting requirements
under U.S. GAAP and International Financial Reporting Standards (IFRS). The new disclosure requirements mandate that companies
disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as
well as instruments and transactions subject to an agreement similar to a master netting arrangement. The guidance is effective for
Ball on January 1, 2013, and is not expected to have a material effect on its consolidated financial statements.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

1. Critical and Significant Accounting Policies (continued)

Accounting Pronouncements

In September 2011, accounting guidance was issued to allow companies to first perform a qualitative assessment to determine whether
it is more likely than not that the fair value of a reporting unit is less than its carrying value as a basis for determining whether it is
necessary to perform the two-step quantitative goodwill impairment test described in current accounting guidelines. The guidance is
effective for Ball on January 1, 2012, although early adoption is permitted. The company did not elect early adoption and does not
expect the new guidance to have a material effect on its consolidated financial statements.

In June 2011, accounting guidance was issued requiring that all nonowner changes in stockholders’ equity be presented either in a
single continuous statement of comprehensive earnings or in two separate but consecutive statements. The guidance also requires the
company present on the face of the financial statements reclassification adjustments for items that are reclassified from other
comprehensive earnings to net earnings, which has been delayed and will be adopted once a new effective date for these provisions in
the guidance has been determined. Ball has historically presented comprehensive earnings within the statement of changes in
shareholders’ equity and will be using the two separate but consecutive statements presentation once the statement becomes effective
for the company on January 1, 2012. The company does not expect the new guidance to have a material effect on its consolidated
financial statements.

In May 2011, amendments to existing accounting guidance were issued that result in a more consistent definition of fair value and
common requirements for measurement of, and disclosure about, fair value between U.S. GAAP and IFRS. The amendments in the
new guidance provide explanations on how to measure fair value but do not require additional fair value measurements. The new fair
value guidance will be effective for Ball as of January 1, 2012, and is not expected to have a material effect on the company’s
financial statements or disclosures.

2. Business Segment Information

Ball’s operations are organized and reviewed by management along its product lines and presented in the following four reportable
segments.

Metal beverage packaging, Americas and Asia: Consists of the metal beverage packaging, Americas, operations in the U.S., Canada
and Brazil (discussed in Note 3), and the metal beverage packaging, Asia, operations in the People’s Republic of China (PRC). The
Americas and Asia segments have been aggregated based on similar economic and qualitative characteristics. The operations in this
reporting segment manufacture and sell metal beverage containers, and also manufacture and sell non-beverage plastic containers in
the PRC.

Metal beverage packaging, Europe: Consists of operations in several countries in Europe, which manufacture and sell metal beverage
containers, extruded aluminum aerosol containers and aluminum slugs.

Metal food and household products packaging, Americas: Consists of operations in the U.S., Canada and Argentina, which
manufacture and sell metal food, aerosol, paint and general line containers, as well as decorative specialty containers and aluminum
slugs.

Aerospace and technologies: Consists of the manufacture and sale of aerospace and other related products and the providing of
services used in the defense, civil space and commercial space industries.

The accounting policies of the segments are the same as those in the consolidated financial statements and are discussed in Note 1. We
also have investments in companies in the U.S. and Vietnam, which are accounted for under the equity method of accounting and,
accordingly, those results are not included in segment sales or earnings. We previously accounted for our investment in a Brazilian
joint venture using the equity method of accounting. However, during August 2010, Ball acquired an additional economic interest in
the joint venture and its results are now consolidated. Further details of the Brazilian transaction are available in Note 3.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

2. Business Segment Information (continued)

Major Customers

Net sales to major customers, as a percentage of consolidated net sales, were as follows:

MillerCoors LLC ........................................................................
Coca-Cola Bottlers’ Sales & Services Company LLC ................
Pepsi-Cola Advertising and Marketing, Inc. ...............................

9.5%
10.7%
9.1%

9.9%
6.1%
11.7%

11.1%
6.0%
8.4%

2011

2010

2009

Summary of Net Sales by Geographic Area

($ in millions)

U.S.

Foreign (a)

Consolidated

2011 ...........................................................................................
2010 ...........................................................................................
2009 ...........................................................................................

5,370.3
5,228.1
4,549.4

3,260.6
2,401.9
2,161.0

8,630.9
7,630.0
6,710.4

Summary of Net Long-Lived Assets by Geographic Area (b)

($ in millions)

U.S.

Brazil

Germany (c)

Other (d)

Consolidated

2011 .........................................
2010 .........................................

2,130.3
2,155.4

536.7
452.5

1,209.3
1,289.0

1,086.4
725.1

4,962.7
4,622.0

(a)

Includes the company’s net sales in the PRC, Brazil (since August 2010), Canada, Argentina and European countries (none
of which was individually significant), intercompany eliminations and other.

(b) Net long-lived assets primarily consist of property, plant and equipment; goodwill and other intangible assets.
(c)

For financial reporting purposes, only Ball Packaging Europe’s goodwill and intangible assets have been allocated to
Germany. The total amounts allocated were $963.9 million and $985.6 million at December 31, 2011 and 2010, respectively.
Includes the company’s net long-lived assets in the PRC, Canada, Argentina and European countries, not including
Germany (none of which was individually significant), intercompany eliminations and other.

(d)

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

2. Business Segment Information (continued)

Summary of Business by Segment

($ in millions)

2011

2010

2009

Net Sales
Metal beverage packaging, Americas & Asia .....................................
Metal beverage packaging, Europe .....................................................
Metal food & household products packaging, Americas ....................
Aerospace & technologies ..................................................................
Corporate and intercompany eliminations ..........................................
Net sales .........................................................................................

Net Earnings
Metal beverage packaging, Americas & Asia .....................................
Business consolidation and other activities .........................................
Total metal beverage packaging, Americas & Asia ........................

Metal beverage packaging, Europe .....................................................
Business consolidation and other activities .........................................
Total metal beverage packaging, Europe ........................................

Metal food & household products packaging, Americas ....................
Business consolidation and other activities .........................................
Total metal food & household products packaging, Americas .......

Aerospace & technologies ..................................................................

Segment earnings before interest and taxes ....................................

Undistributed corporate expenses and intercompany eliminations,

net ...................................................................................................
Gain on disposition .............................................................................
Business consolidation and other activities .........................................
Total undistributed corporate expenses, net ....................................

Earnings before interest and taxes ..................................................
Interest expense ...................................................................................
Tax provision ......................................................................................
Equity in results of affiliates, net of tax ..............................................
Net earnings from continuing operations ........................................
Discontinued operations, net of tax .....................................................
Net earnings ....................................................................................
Less net earnings attributable to noncontrolling interests ...................
Net earnings attributable to Ball Corporation ...........................

4,415.8
2,017.6
1,426.4
784.6
(13.5)
8,630.9

481.7
(11.0)
470.7

243.7
(14.1)
229.6

133.7
(1.9)
131.8

79.6

911.7

(71.5)
—
(3.3)
(74.8)

836.9
(177.1)
(201.3)
10.1
468.6
(2.3)
466.3
(22.3)
444.0

3,850.4
1,699.1
1,370.1
713.7
(3.3)
7,630.0

418.3
—
418.3

213.5
(3.2)
210.3

129.1
18.3
147.4

69.8

845.8

(77.1)
—
(4.1)
(81.2)

764.6
(158.2)
(175.8)
118.0
548.6
(74.9)
473.7
(5.7)
468.0

2,891.1
1,739.5
1,392.9
689.2
(2.3)
6,710.4

296.0
(6.8)
289.2

214.8
—
214.8

130.8
(2.6)
128.2

61.4

693.6

(62.6)
34.8
(12.0)
(39.8)

653.8
(117.2)
(159.8)
13.8
390.6
(2.2)
388.4
(0.5)
387.9

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

2. Business Segment Information (continued)

Summary of Business by Segment (continued)

($ in millions)

2011

2010

2009

Depreciation and Amortization

Metal beverage packaging, Americas & Asia .......................................
Metal beverage packaging, Europe .......................................................
Metal food & household products packaging, Americas ......................
Aerospace & technologies ....................................................................
Segment depreciation and amortization ............................................
Corporate ..............................................................................................
Depreciation and amortization ..........................................................

Property, Plant and Equipment Additions

Metal beverage packaging, Americas & Asia .......................................
Metal beverage packaging, Europe .......................................................
Metal food & household products packaging, Americas ......................
Aerospace & technologies ....................................................................
Segment property, plant and equipment additions ............................
Corporate .............................................................................................
Property, plant and equipment additions ...........................................

124.9
107.1
42.5
22.4
296.9
4.2
301.1

283.9
90.7
27.3
32.0
433.9
9.9
443.8

($ in millions)

Total Assets

Metal beverage packaging, Americas & Asia ......................................................................
Metal beverage packaging, Europe ......................................................................................
Metal food & household products packaging, Americas .....................................................
Aerospace & technologies ...................................................................................................
Segment assets .................................................................................................................
Corporate assets, net of eliminations ...................................................................................
Total assets .......................................................................................................................

Investments in Affiliates

112.7
84.7
42.5
21.7
261.6
3.9
265.5

143.1
49.5
27.7
17.5
237.8
12.4
250.2

83.5
93.7
41.3
20.2
238.7
4.4
243.1

45.7
69.4
22.7
17.0
154.8
3.1
157.9

December 31,

2011

2010

3,163.1
2,434.3
1,115.0
284.3
6,996.7
287.9
7,284.6

24.6
0.2
1.6
26.4

2,965.8
2,210.6
1,184.3
280.9
6,641.6
286.1
6,927.7

11.0
0.2
1.6
12.8

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

3. Acquisitions

Qingdao M.C. Packaging Ltd. (QMCP)

In October 2011, Ball acquired the remaining 60 percent interest in a joint venture metal beverage container facility in Qingdao, PRC.
As a result of the required purchase accounting, the company recorded a gain of $9.2 million in equity in results of affiliates, related to
the previously held interest in the joint venture. The acquisition of the remaining interest is not material to the metal beverage
packaging, Americas and Asia, segment.

Aerocan S.A.S. (Aerocan)

In January 2011, the company acquired Aerocan for €221.7 million ($295.2 million) in cash and assumed debt, net of $26.2 million of
cash acquired. Aerocan is a leading European manufacturer of extruded aluminum aerosol containers, and the aluminum slugs used to
make them, for customers in the personal care, pharmaceutical, beverage and food industries. It operates three aerosol container
manufacturing facilities — one each in the Czech Republic, France and the United Kingdom — and is a 51 percent owner of a joint
venture aluminum slug facility in France. The four facilities employ approximately 560 people. The acquisition of Aerocan allows
Ball to expand into a new product category that is growing faster than other parts of our business, while aligning with a new customer
base at returns that meet or exceed the company’s cost of capital. The acquired operations have been included in the metal beverage
packaging, Europe, segment since the acquisition date.

Management’s preliminary fair market valuation of acquired assets and liabilities is summarized below. The preliminary valuation
was based on market and income approaches.

($ in millions)

Other assets and liabilities, net .........................................................................................................................
Property, plant and equipment .........................................................................................................................
Goodwill ..........................................................................................................................................................
Other intangible assets .....................................................................................................................................
Deferred taxes ..................................................................................................................................................
Noncontrolling interest ....................................................................................................................................
Net assets acquired ...........................................................................................................................................

6.5
95.8
166.6
53.9
(21.6)
(6.0)
295.2

Certain customer contracts, customer relationships and developed technology were identified as intangible assets by the company and
assigned estimated useful lives between 5 and 12 years. The intangible assets are being amortized on a straight-line basis.

Latapack-Ball Embalagens Ltda. (Latapack-Ball)

In August 2010, the company paid $46.2 million to acquire an additional 10.1 percent economic interest in its Brazilian beverage
packaging joint venture, Latapack-Ball, through a transaction with the joint venture partner, Latapack S.A. This transaction increased
the company’s overall economic interest in the joint venture to 60.1 percent and expands and strengthens Ball’s presence in the
growing Brazilian market. As a result of the transaction, Latapack-Ball became a variable interest entity (VIE) under consolidation
accounting guidelines with Ball being identified as the primary beneficiary of the VIE and consolidating the joint venture. Latapack-
Ball operates two metal beverage can manufacturing facilities in Tres Rios, Rio de Janeiro, and Jacarei, Sao Paulo; as well as can end
manufacturing facility in Simoes Filho (Salvador), Bahia. Latapack-Ball has been included in the metal beverage packaging, Americas
and Asia, reporting segment. In connection with the acquisition, the company recorded a gain of $81.8 million on its previously held
equity investment in Latapack-Ball as a result of required purchase accounting.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

3. Acquisitions (continued)

The following table summarizes the final fair values of the Latapack-Ball assets acquired, liabilities assumed and non-controlling
interest recognized, as well as the related investment in Latapack S.A., as of the acquisition date. The valuation was based on market
and income approaches.

($ in millions)

Cash .................................................................................................................................................................
Current assets ...................................................................................................................................................
Property, plant and equipment .........................................................................................................................
Goodwill ..........................................................................................................................................................
Intangible asset ................................................................................................................................................
Current liabilities .............................................................................................................................................
Long-term liabilities.........................................................................................................................................
Net assets acquired ...........................................................................................................................................

Noncontrolling interests ...................................................................................................................................

69.3
84.7
265.9
100.2
52.8
(53.2)
(174.1)
345.6

(132.9)

The customer relationships were identified as an intangible asset by the company and assigned an estimated life of 13.4 years. The
intangible asset is being amortized on a straight-line basis.

Neuman Aluminum (Neuman)

In July 2010, the company acquired Neuman for approximately $62 million in cash and became the leading North American
manufacturer of aluminum slugs used to make extruded aerosol containers, beverage bottles, collapsible tubes and technical impact
extrusions. Neuman operates two facilities, one in the United States and one in Canada. The acquisition of Neuman is not material to
the metal food and household products packaging, Americas, segment, in which its results of operations have been included since the
acquisition date.

Guangdong Jianlibao Group Co., Ltd (Jianlibao)

In June 2010, the company acquired Jianlibao’s 65 percent interest in a joint venture metal beverage can and end facility in Sanshui
(Foshan), PRC, for $86.9 million in cash (net of cash acquired) and assumed debt, and also entered into a long-term supply agreement.
The company recorded equity earnings of $24.1 million, which was composed of equity earnings and a gain realized on the fair value
of Ball’s equity investment as a result of required purchase accounting. The acquisition of the remaining interest is not material to the
metal beverage packaging, Americas and Asia, segment.

Anheuser-Busch InBev n.v./s.a. (AB InBev)

In October 2009, the company acquired three of AB InBev’s beverage can manufacturing facilities and one of its beverage can end
manufacturing facilities, all of which are located in the U.S., for $574.7 million in cash. The facilities operations were included in
Ball’s results beginning October 1, 2009, which amounted to approximately $160 million of net sales and $12 million of operating
earnings from that date through December 31, 2009. In addition, a pretax charge of $11.1 million was recorded during the year for
transaction costs associated with the acquisition, which, in accordance with the guidance related to accounting for business
combinations, were required to be expensed as incurred. The transaction costs are included in the business consolidation and other
activities line of the consolidated statement of earnings.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

3. Acquisitions (continued)

The following unaudited pro forma consolidated results of operations for the year ended December 31, 2009, have been prepared as if
the acquisition had occurred as of January 1 of that year. Per share amounts have been retrospectively adjusted for the two-for-one
stock split that was effective on February 15, 2011.

($ in millions, except per share amounts)

Net sales ...........................................................................................................................................................
Net earnings from continuing operations .........................................................................................................
Basic earnings per share from continuing operations ......................................................................................
Diluted earnings per share from continuing operations ...................................................................................

7,214.4
396.6
2.11
2.09

The pro forma results are not necessarily indicative of the actual results that would have occurred had the acquisition been in effect for
year ended December 31, 2009, nor are they necessarily indicative of the results that may be obtained in the future. The pro forma
adjustments primarily include the after-tax effect of increased interest expense related to incremental borrowings used to finance the
acquisition. The adjustments also include the after-tax effects of amortization of the customer relationship intangible asset, inventory
step-up adjustment and decreased depreciation expense on plant and equipment based on extended useful lives partially offset by
increased fair values.

4. Dispositions

Plastics Packaging, Americas

In August 2010, Ball completed the sale of its plastics packaging, Americas, business to Amcor Limited and received gross proceeds
of $258.7 million, which included $15 million of contingent consideration recognized at closing and is net of post-closing adjustments
of $21.3 million. The sale of Ball’s plastics packaging business included five U.S. facilities that manufacture polyethylene
terephthalate (PET) bottles and preforms and polypropylene bottles, as well as associated customer contracts and other related assets.

The following table summarizes the operating results for the discontinued operations for the years ended December 31:

($ in millions)

2011

2010

2009

Net sales .............................................................................................

Earnings from operations ...................................................................
Gain on sale of business .....................................................................
Loss on asset impairment ...................................................................
Loss on business consolidation activities ...........................................
Gain on disposition ............................................................................
Tax benefit (provision) ......................................................................
Discontinued operations, net of tax ....................................................

—

318.5

634.9

—
(0.8)
—
(3.0)
—
1.5
(2.3) $

3.5
8.6
(107.1)
(10.4)
—
30.5
(74.9) $

19.6
—
—
(23.1)
4.3
(3.0)
(2.2)

Investment in DigitalGlobe Inc. (DigitalGlobe)

In May 2009, the company sold 75 percent of its investment in DigitalGlobe, a provider of commercial high resolution earth imagery
products and services, in conjunction with DigitalGlobe’s initial public offering. The sale generated proceeds of $37.0 million and a
pretax gain of $34.8 million. The company’s remaining investment in DigitalGlobe was liquidated in March 2011 for $4.8 million.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

5. Business Consolidation and Other Activities

Following is a summary of business consolidation and other activity (charges)/gains included in the consolidated statements of
earnings for the years ended December 31:

($ in millions)

2011

2010

2009

Metal beverage packaging, Americas & Asia ....................................
Metal beverage packaging, Europe ....................................................
Metal food & household products packaging, Americas ...................
Corporate other costs .........................................................................

(11.0) $
(14.1)
(1.9)
(3.3)
(30.3) $

—
(3.2)
18.3
(4.1)
11.0

(6.8)
—
(2.6)
(12.0)
(21.4)

2011

Metal Beverage Packaging, Americas and Asia

In January 2011, Ball announced plans to close its Torrance, California, U.S., beverage can manufacturing facility; relocate a 12-
ounce can line from the Torrance facility to its Whitby, Ontario, Canada, facility; and expand specialty can production in its Fort
Worth, Texas, U.S., facility. The company recorded charges of $14.2 million during the first nine months of 2011 in connection with
the closure of the Torrance facility. Of the total $14.2 million, $10.1 million represented severance, pension and other employee
benefits; $2.4 million represented accelerated depreciation; and $1.7 million represented other costs. The first quarter of 2011 also
included an impairment charge of $2.3 million to value the facility at its estimated net realizable value. The impairment charge was
reversed during the third quarter based on information received during the quarter regarding the saleable value of the facility. During
the fourth quarter, Ball recorded a net gain of $6.8 million for the sale of tangible assets from the Torrance facility less costs of closing
the facility. Also included in 2011 was a charge of $1.7 million for severance costs related to capacity reduction at the Columbus,
Ohio, U.S., facility and a net charge of $1.9 million to reflect individually insignificant charges related to previously announced
facility closures.

Metal Beverage Packaging, Europe

During the fourth quarter, the company recorded charges of $9.6 million for the write down of the Lublin, Poland, facility to net
realizable value, as well as charges of $1.6 million incurred in connection with the planned relocation of the company’s European
headquarters from Germany to Switzerland in 2012. In connection with the acquisition of Aerocan discussed in Note 3, the company
recorded charges totaling $2.9 million for transaction costs, which were expensed as incurred. The net book value of the Lublin,
Poland, facility was $14.6 million at December 31, 2011.

Metal Food and Household Products Packaging, Americas

In September 2011, the company discontinued production of certain products in a facility and recorded a charge of $1.4 million in
connection with this discontinuance. During the fourth quarter, Ball recorded net charges of $0.5 million associated with previously
closed facilities.

Corporate and Other Costs

Corporate and other costs included an additional $2.5 million for the planned relocation of the company’s European headquarters from
Germany to Switzerland. Additionally, net charges of $0.8 million were recorded to reflect individually insignificant charges related to
previously announced facility closures.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

5. Business Consolidation and Other Activities (continued)

2010

Metal Beverage Packaging, Europe

During the fourth quarter of 2010, the company recorded a charge of $2.6 million to write off capitalized installation costs associated
with the decision not to complete a facility in Lublin, Poland. Also included in the fourth quarter were charges totaling $0.6 million
for transaction costs incurred for the January 2011 acquisition of Aerocan S.A.S. (See Note 3.)

Metal Food and Household Products Packaging, Americas

In September 2010, Ball announced the closure of its metal food container manufacturing facility in Richmond, British Columbia,
Canada, and ceased production in the first quarter of 2011. The production capacity was consolidated into other Ball facilities. In
connection with the closure, the company recorded a charge of $4.6 million primarily for severance and other employee benefits. In
the fourth quarter of 2010, the company completed the sale and subsequent leaseback of its Richmond, British Columbia, facility
resulting in a $5.1 million gain on the sale net of estimated lease exit costs and other individually insignificant items.

During the third quarter of 2010, the company identified an accrual of a pension liability related to a Canadian facility closure that
occurred in 2006. The amount of the accrual was $17.8 million ($14.5 million after tax) and was the result of recognizing the final
settlement of the pension plan prior to the actual settlement of the pension obligation as defined in the pension accounting guidance. A
third quarter 2010 out-of-period adjustment eliminated the excess pension liability balance related to the final settlement. The accrual
for the pension settlement liability, as determined at that time, will be charged to earnings from accumulated other comprehensive
earnings (loss) upon final settlement of the related pension obligation when the criteria in the accounting guidance are deemed to have
been met and all regulatory clearances have been given. Management has assessed the impact of this adjustment and does not believe
these amounts were quantitatively or qualitatively material, individually or in the aggregate, to any previously issued financial
statements, including the results of operations for 2006, or to the 2010 results of operations.

Corporate and Other Costs

In the third and fourth quarter of 2010, charges totaling $1.0 million were recorded primarily for transaction costs related to the
acquisition of Neuman (discussed in Note 3). In the second quarter of 2010, charges of $3.1 million were recorded primarily to
establish a reserve associated with an environmental matter at a previously owned facility.

2009

Metal Beverage Packaging, Americas and Asia

During the fourth quarter, income of $4.2 million was recorded to reflect the reversal of previously recorded employee benefit charges
taken primarily related to the closures of the Puerto Rico and Kansas City, Kansas, U.S., facilities, which were announced in the
fourth quarter of 2008. These gains were partially offset by other charges recognized in the fourth quarter totaling $1.0 million
primarily for fixed asset disposals where original adjustments to net realizable value were insufficient.

A charge of $0.7 million was also recorded in the fourth quarter for acquisition costs required to be expensed related to the acquisition
in the PRC of the remaining outstanding shares of Jianlibao. (See Note 3.) During the third quarter, a charge of $1.0 million was
recorded, primarily for additional costs of winding down the Puerto Rico and Kansas City facilities, the closures of which were
announced in the fourth quarter of 2008. In the second quarter of 2009, a charge of $3.3 million was taken for severance and other
employee benefits related to a reduction of personnel in the facilities and headquarters of the Americas portion of this segment. Most
of the costs were paid by the end of 2009. In the first quarter of 2009, a charge of $5.0 million was taken related to accelerated
depreciation for operations that ceased at the Kansas City facility.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

5. Business Consolidation and Other Activities (continued)

Metal Food and Household Products Packaging, Americas

In the fourth quarter, Ball recorded a charge of $2.6 million primarily for higher than originally estimated employee benefit and lease
termination costs related to previously announced facility closures.

Corporate and Other Costs

Charges of $12.0 million were recorded in 2009 primarily for transaction costs required to be expensed for the acquisition of three
metal beverage can facilities and one beverage can end facility from AB InBev. (See Note 3.)

Summary

Following is a summary of reserve activity by segment related to business consolidation activities for the years ended December 31,
2011 and 2010. The reserve balances are included in other current liabilities on the consolidated balance sheets.

($ in millions)

Metal Beverage
Packaging,
Americas
& Asia

Metal Food &
Household
Products
Packaging,
Americas

Corporate and
Other Costs

Total

Balance at December 31, 2009 ...........................
Charges ...............................................................
Cash payments and other activity .......................
Balance at December 31, 2010 ...........................
Charges ...............................................................
Cash payments and other activity .......................
Balance at December 31, 2011 ...........................

10.4
—
(2.9)
7.5
15.9
(20.7)
2.7

7.3
4.6
(2.4)
9.5
1.4
(5.1)
5.8

6. Receivables

($ in millions)

Trade accounts receivable, net ..........................................................................................
Other receivables ..............................................................................................................

10.2
3.1
(2.3)
11.0
0.6
(7.5)
4.1

27.9
7.7
(7.6)
28.0
17.9
(33.3)
12.6

December 31,

2011

2010

840.6
69.8
910.4

774.3
75.4
849.7

Trade accounts receivable are shown net of an allowance for doubtful accounts of $13.4 million at December 31, 2011, and
$11.9 million at December 31, 2010.

Net accounts receivable under long-term contracts, due primarily from agencies of the U.S. government and their prime contractors,
were $136.0 million and $143.3 million for the years ended December 31, 2011 and 2010, respectively, and included $66.0 million
and $85.7 million, respectively, representing the recognized sales value of performance that had not been billed and was not yet
billable to customers. The average length of the long-term contracts is approximately 5.1 years, and the average length remaining on
those contracts at December 31, 2011, was 1.4 years. Approximately $0.3 million of unbilled receivables at December 31, 2011, is
expected to be collected after one year and is related to customary fees and cost withholdings that will be paid upon milestone or
contract completions, as well as final overhead rate settlements.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

7. Inventories

($ in millions)

Raw materials and supplies ...............................................................................................
Work in process and finished goods .................................................................................

December 31,

2011

2010

442.4
630.1
1,072.5

478.0
605.9
1,083.9

In the fourth quarter of 2009, the company identified that ending inventory was not properly valued in its metal beverage packaging,
Americas and Asia, segment. An adjustment was required in the normal inventory review process to properly value ending inventory,
and an evaluation of the inventory valuation process was performed. This evaluation indicated that under the historic method used to
value inventory in this segment, including determining appropriate deferred variances, the quarterly estimates of the deferred pricing
variances did not adequately consider the impact of extreme price volatility and inventory turnover in ending inventories. Ball has
modified its controls for capitalization of inventory variances. The modifications include a more timely review of variance
calculations and a detailed metal price analysis. Additionally, the calculation methodology was modified to more accurately take into
account the fluctuations in the London Metal Exchange pricing and inventory balances.

As a result of the evaluation, a cumulative $15.9 million pretax out-of-period adjustment was recorded in cost of sales in the fourth
quarter of 2009, which should have impacted the prior three quarters of 2009 and the fourth quarter of 2008. Had the inventory been
properly valued, 2009 full-year pretax earnings would have been higher by $7.1 million ($4.3 million after tax or $0.02 per diluted
share) and 2008 full-year pretax earnings would have been lower by $7.1 million ($4.3 million after tax or $0.02 per diluted share).
Management has assessed the impact of these adjustments and does not believe these amounts are quantitatively or qualitatively
material, individually or in the aggregate, to any previously issued financial statements or to the full-year results of operations for
2009.

8. Property, Plant and Equipment

($ in millions)

Land ..................................................................................................................................
Buildings ...........................................................................................................................
Machinery and equipment .................................................................................................
Construction in progress ...................................................................................................

Accumulated depreciation ................................................................................................

December 31,

2011

2010

89.4
881.3
3,235.2
291.4
4,497.3
(2,231.9)
2,265.4

95.0
848.7
2,945.6
237.8
4,127.1
(2,078.9)
2,048.2

Property, plant and equipment are stated at historical or acquired cost. Depreciation expense amounted to $279.6 million,
$252.2 million and $228.6 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

9. Goodwill

($ in millions)

Metal Beverage
Packaging,
Americas & Asia

Metal Beverage
Packaging,
Europe

Metal Food &
Household
Products
Packaging,
Americas

Balance at December 31, 2009 .......................
Business acquisition ........................................
Acquisition of equity affiliates ........................
Effects of currency exchange rates .................
Balance at December 31, 2010 .......................
Business acquisition ........................................
Acquisition of equity affiliates ........................
Effects of currency exchange rates .................
Balance at December 31, 2011 .......................

588.8
—
150.6
—
739.4
—
1.3
—
740.7

1,065.9
—
—
(80.3)
985.6
166.6
—
(26.1)
1,126.1

353.6
26.7
—
—
380.3
—
—
—
380.3

Total

2,008.3
26.7
150.6
(80.3)
2,105.3
166.6
1.3
(26.1)
2,247.1

Ball’s policy is to perform its annual goodwill impairment testing in the fourth quarter of each year, as well as on an interim basis
when circumstances dictate. As a result of the announced sale of the plastics packaging, Americas, segment Ball determined that an
update of the goodwill impairment testing was necessary for that segment during the second quarter of 2010. Based on the agreed
upon contractual sales price and the net book value of the segment it was determined that an impairment charge of $107.1 million
($75.2 million after tax) was necessary. The impairment charge included impairment of both plastics packaging goodwill
($106.5 million) and long-lived assets ($0.6 million). The impairment charge was included in the discontinued operations line item of
the statement of earnings for the year ended December 31, 2010. Prior to 2010, no impairment charges were considered necessary or
recorded.

10. Intangibles and Other Assets

($ in millions)

Intangibles and Other Assets:

Investments in affiliates ................................................................................................
Intangible assets (net of accumulated amortization of $46.6 and $113.5 at

December 31, 2011 and 2010, respectively) .............................................................
Company and trust-owned life insurance .....................................................................
Deferred tax asset ..........................................................................................................
Noncurrent derivative contracts ....................................................................................
Other .............................................................................................................................

December 31,

2011

2010

26.4

180.6
145.7
29.7
7.2
60.6
450.2

12.8

149.1
131.1
34.6
50.9
90.0
468.5

Total amortization expense of intangible assets, which are primarily customer related, amounted to $21.5 million, $13.3 million and
$14.5 million for the years ended December 31, 2011, 2010 and 2009, respectively. During the fourth quarter of 2011, $87.9 million
of fully amortized intangible assets were written off. This did not affect the net value of total intangible assets.

Based on intangible assets and currency exchange rates as of December 31, 2011, total annual intangible asset amortization expense is
expected to be between approximately $16 million and $21 million for each of the years 2012 through 2016 and a total of
approximately $85 million thereafter.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

11. Leases

The company leases warehousing and manufacturing space and certain equipment in the packaging segments and office and technical
space in the aerospace and technologies segment. During 2010 and 2005, we entered into leases that qualify as operating leases for
book purposes and capital leases for tax purposes. Under these lease arrangements, Ball has the option to purchase the leased
equipment at the end of the lease term, or if we elect not to do so, to compensate the lessors for the difference between the guaranteed
minimum residual values totaling $12.0 million and the fair market value of the assets, if less. Certain of the company’s leases in
effect at December 31, 2011, include renewal options and/or escalation clauses for adjusting lease expense based on various factors.

Total noncancellable operating leases in effect at December 31, 2011, require rental payments of $29.5 million, $23.7 million,
$14.8 million, $8.9 million and $4.7 million for the years 2012 through 2016, respectively, and $4.4 million combined for all years
thereafter. Lease expense for all operating leases was $67.3 million, $61.9 million and $67.2 million in 2011, 2010 and 2009,
respectively.

12. Debt and Interest Costs

Short-term debt at December 31, 2011, includes $231.0 million outstanding under the accounts receivable securitization and
$148.6 million outstanding under uncommitted bank facilities. At December 31, 2010, short-term debt included $76.2 million
outstanding under uncommitted bank facilities. The weighted average interest rate of the outstanding short-term facilities was
2.7 percent at both December 31, 2011 and 2010.

Long-term debt and interest rates in effect at December 31 consisted of the following:

(in millions)

Notes Payable

7.125% Senior Notes, due September 2016 ...........
6.625% Senior Notes, due March 2018 .................
7.375% Senior Notes, due September 2019 ...........
6.75% Senior Notes, due September 2020 .............
5.75% Senior Notes, due May 2021 ......................

Senior Credit Facilities, due December 2015

Term A Loan, U.S. dollar denominated (2011 –

2.04%; 2010 – 2.01%) ......................................

Term B Loan, British sterling denominated

(2011 – 2.52%; 2010 – 2.33%) ..........................

Term C Loan, euro denominated (2011 –

2.89%; 2010 – 2.48%) .......................................

Latapack-Ball Notes Payable (2011 – 3.6%;

2010 – 3.5%) ..........................................................

Industrial Development Revenue Bonds

Floating rates due through 2015 (2010 – 0.51%) ...
Other (including discounts and premiums) ...........

Less: Current portion of long-term debt .................

$
$
$
$
$

€

2011

In Local
Currency

In U.S. $

2010

In Local
Currency

In U.S. $

375.0
450.0
325.0
500.0
500.0

195.0

50.4

98.8

170.6

—
Various

$
$
$
$
$

€

375.0
450.0
325.0
500.0
500.0

195.0

78.3

128.0

170.6

—
42.6
2,764.5
(67.8)
2,696.7

375.0
450.0
325.0
500.0
500.0

200.0

51.0

100.0

135.0

5.4
Various

375.0
450.0
325.0
500.0
500.0

200.0

78.9

132.5

135.0

5.4
34.3
2,736.1
(34.5)
2,701.6

The senior credit facilities bear interest at variable rates and include the term loans described in the table above, as well as a long-term,
multi-currency committed revolving credit facility that provides the company with up to the U.S. dollar equivalent of $1 billion. The
revolving credit facilities expire in December 2015. The Latapack-Ball debt facilities contain various covenants and restrictions but
are non-recourse to Ball Corporation and its wholly owned subsidiaries.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

12. Debt and Interest Costs (continued)

In August 2011, the company entered into an accounts receivable securitization agreement for a term of three years. The maximum the
company can borrow under this agreement can vary between $150 million and $275 million depending on the seasonal accounts
receivable balances in the company’s North American packaging businesses. At December 31, 2011, $231.0 million of accounts
receivable were sold under this agreement. Borrowings under the securitization agreement are included within the short-term debt and
current portion of long-term debt line on the balance sheet. There were no accounts receivable sold at December 31, 2010, under the
company’s previous securitization program.

In November 2010, Ball issued $500 million of new 5.75 percent senior notes due in May 2021, and in March 2010, Ball issued
$500 million of new 6.75 percent senior notes due in September 2020. On April 21, 2010, the company redeemed $509 million of
6.875 percent senior notes due December 2012 at a redemption price of 101.146 percent of the outstanding principal amount plus
accrued interest. The redemption resulted in charges totaling $8.1 million for the call premium and the write off of unamortized
financing costs and unamortized premiums. An additional $0.7 million of charges were recorded in connection with the refinancing of
the company’s senior credit facilities in December 2010. The charges are included as a component of interest expense in the
consolidated financial statements.

At December 31, 2011, taking into account outstanding letters of credit, approximately $1 billion was available under the company’s
long-term, multi-currency committed revolving credit facilities, which are available until December 2015. In addition to these long-
term committed credit facilities, the company had approximately $465 million of short-term uncommitted credit facilities available at
the end of 2011, of which $148.6 million was outstanding and due on demand.

The fair value of the long-term debt was estimated to be $2.9 billion at December 31, 2011, compared to a carrying value of
$2.8 billion. The fair value was $2.8 billion at December 31, 2010, compared to a carrying value of $2.7 billion. The fair value
reflects the market rates at each period end for debt with credit ratings similar to the company’s ratings. Rates currently available to
the company for loans with similar terms and maturities are used to estimate the fair value of long-term debt based on discounted
cash flows.

Long-term debt obligations outstanding at December 31, 2011, have maturities of $67.8 million, $135.4 million, $164.9 million,
$226.1 million and $392.7 million for the years ending December 31, 2012 through 2016, respectively, and $1,789.5 million
thereafter. Ball provides letters of credit in the ordinary course of business to secure liabilities recorded in connection with certain self-
insurance arrangements. Letters of credit outstanding at December 31, 2011 and 2010, were $16.5 million and $24.4 million,
respectively, including industrial development bonds of $5.4 million at December 31, 2010.

The senior 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. Certain foreign denominated tranches of the senior credit facilities are similarly
guaranteed by certain of the company’s wholly owned foreign subsidiaries. Note 20 contains further details as well as required
condensed, consolidating financial information for the company, segregating the guarantor subsidiaries and non-guarantor subsidiaries
as defined in the senior notes agreements.

The U.S. note agreements, bank credit agreement and the new accounts receivable securitization agreement contain certain restrictions
relating to dividend payments, share repurchases, investments, financial ratios, guarantees and the incurrence of additional
indebtedness. The most restrictive of the company’s debt covenants require the company to maintain an interest coverage ratio (as
defined in the agreements) of no less than 3.50 and a leverage ratio (as defined) of no greater than 4.00. The company was in
compliance with all loan agreements and debt covenants at December 31, 2011 and 2010, and has met all debt payment obligations.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

12. Debt and Interest Costs (continued)

A summary of total interest cost paid and accrued follows:

($ in millions)

2011

2010

2009

Interest costs ......................................................................................
Amounts capitalized ..........................................................................
Interest expense ..................................................................................
Interest paid during the year ..............................................................

13. Taxes on Income

The amount of earnings before income taxes is:

($ in millions)

U.S. ....................................................................................................
Foreign ...............................................................................................

The provision for income tax expense is:

($ in millions)

Current

U.S. ............................................................................................
State and local ............................................................................
Foreign .......................................................................................
Total current ...........................................................................

Deferred

U.S. ............................................................................................
State and local ............................................................................
Foreign .......................................................................................
Total deferred .........................................................................
Tax provision (a) ..........................................................................

$
$

185.1
(8.0)
177.1
177.9

$
$

161.1
(2.9)
158.2
137.2

$
$

120.8
(3.6)
117.2
103.1

2011

2010

2009

313.6
346.2
659.8

2011

61.3
15.0
96.6
172.9

48.0
7.7
(27.3)
28.4
201.3

319.3
287.1
606.4

2010

63.5
11.6
80.1
155.2

18.2
2.3
0.1
20.6
175.8

309.2
227.4
536.6

2009

86.6
15.9
76.9
179.4

5.6
(0.1)
(25.1)
(19.6)
159.8

(a) Amounts do not include tax benefits (expense) related to discontinued operations of $1.5 million, $30.5 million and $(3.0) million

in 2011, 2010 and 2009, respectively.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

13. Taxes on Income (continued)

The income tax provision recorded within the consolidated statements of earnings differs from the provision determined by applying
the U.S. statutory tax rate to pretax earnings as a result of the following:

($ in millions)

2011

2010

2009

Statutory U.S. federal income tax ......................................................
Increase (decrease) due to:

Foreign tax rate differences............................................................
State and local taxes, net ................................................................
U.S. taxes on foreign earnings, net of tax credits ...........................
Manufacturing deduction ...............................................................
Basis differences for asset sales .....................................................
Uncertain tax positions, including interest .....................................
Company and trust-owned life insurance .......................................
Change in foreign subsidiary tax status (a) ....................................
Worldwide debt refinancing (a) .....................................................
Other, net .......................................................................................
Provision for taxes .............................................................................
Effective tax rate expressed as a percentage of pretax earnings ........

230.9

212.2

187.8

(46.3)
14.0
17.7
(6.5)
(5.0)
4.7
(1.6)
—
—
(6.6)
201.3

30.5%

(26.0)
13.1
13.4
(9.7)
—
3.3
(4.6)
(8.0)
(11.8)
(6.1)
175.8
29.0%

(26.0)
10.7
16.6
(4.0)
(8.5)
(2.6)
(5.4)
—
—
(8.8)
159.8
29.8%

(a) For 2010, the decrease in tax is net of a provision for uncertain tax positions and any applicable impact to the U.S.

manufacturing deduction.

The 2010 effective rate of 29.0 percent, as compared to 2009, included the accrual of a tax benefit for a change in the tax status of a
foreign investment, a benefit related to the refinancing of the company’s senior credit facilities and an increased U.S. manufacturing
tax benefit, offset by a higher 2010 provision for uncertain tax positions and a tax benefit realized in 2009 on the sale of shares in a
stock investment as a result of a basis difference.

In 2005 Ball’s Serbian subsidiary was granted a tax holiday. Under the terms of the holiday, the earnings of this subsidiary are exempt
from income taxation for a period of 10 years beginning in the first year the Serbian subsidiary had taxable earnings. As of
December 31, 2011, four years of the tax holiday remain. In 2010, the Serbian subsidiary was granted a tax credit equal to 80 percent
of additional local investments. The credit may be used to offset tax on earnings not covered by the initial tax holiday and has a 10-
year life beginning in 2010. Pursuant to the additional investment in Ball’s Brazilian joint venture as discussed in Note 3, Ball has
included the impact of a Brazilian tax holiday. Under the terms of the holiday, which expires in 2018, a certain portion of Brazil’s
annual earnings receive a 19 percent tax exemption. In January 2011, Ball acquired Aerocan (see Note 3), which has its primary
operations in the Czech Republic. Aerocan is subject to a tax holiday which began in 2009. The tax holiday provides foreign annual
abatement of tax not to exceed $22 million over its 10 year term. At December 31, 2011, the remaining tax holiday is $14 million.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

13. Taxes on Income (continued)

Net income tax payments were $150.3 million, $146.0 million and $200.4 million in 2011, 2010 and 2009, respectively.

The significant components of deferred tax assets and liabilities at December 31 were:

($ in millions)

Deferred tax assets:

Deferred compensation ..........................................................................................
Accrued employee benefits ....................................................................................
Plant closure costs ..................................................................................................
Accrued pensions ...................................................................................................
Inventory and other reserves ..................................................................................
Net operating losses and other tax attributes ..........................................................
Unrealized losses on currency exchange and derivative transactions ....................
Other ......................................................................................................................
Total deferred tax assets .....................................................................................
Valuation allowance...............................................................................................
Net deferred tax assets ......................................................................................

Deferred tax liabilities:

Depreciation ...........................................................................................................
Goodwill and other intangible assets .....................................................................
Unrealized gains on derivative transactions ...........................................................
Unrealized gains on equity securities .....................................................................
Other ......................................................................................................................
Total deferred tax liabilities ...............................................................................
Net deferred tax asset (liability) ..................................................................

2011

2010

94.8
116.3
7.6
152.0
28.7
57.7
35.4
21.3
513.8
(53.0)
460.8

(251.0)
(124.3)
(2.3)
—
(32.9)
(410.5)
50.3

90.6
124.4
11.5
105.6
22.1
58.5
5.7
21.1
439.5
(55.3)
384.2

(220.9)
(104.1)
(40.8)
(6.6)
(25.1)
(397.5)
(13.3)

At December 31, 2011 and 2010, the net deferred tax asset (liability) was included in the consolidated balance sheets as follows:

($ in millions)

2011

2010

Deferred taxes and other current assets ......................................................................
Intangibles and other assets, net .................................................................................
Other current liabilities ..............................................................................................
Deferred taxes and other liabilities ............................................................................
Net deferred tax asset ......................................................................................

102.4
29.7
(1.6)
(80.2)
50.3

60.9
34.6
(22.0)
(86.8)
(13.3)

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

13. Taxes on Income (continued)

At December 31, 2011, Ball Packaging Europe and its subsidiaries had net operating loss carryforwards, with no expiration date, of
$40.5 million with a related tax benefit of $9.8 million. Ball’s Canadian subsidiaries had net operating loss carryforwards, with no
expiration date, of $67.5 million with a related tax benefit of $15.5 million. In addition, Ball’s Argentine subsidiary had a net
operating loss carryforward of $3.3 million, expiring in 2013 and 2014, with a related tax benefit of $1.1 million. Due to the
uncertainty of ultimate realization, the Europe tax benefit has a valuation allowance of $8.0 million, and the Canadian and Argentine
benefits have been fully offset by valuation allowances. The company also had $0.5 million of miscellaneous tax attributes with no
valuation allowance due to expected realization. At December 31, 2011, the company had foreign tax credit carryforwards of
$30.4 million expiring between 2015 and 2020; however, due to the uncertainty of realization of the entire foreign tax credit, a
valuation allowance of $28.4 million has been applied to reduce the carrying value to $2.0 million.

A rollforward of the unrecognized tax benefits related to uncertain income tax positions at December 31 follows:

($ in millions)

2011

2010

2009

Balance at January 1 .................................................................................
Additions based on tax positions related to the current year .....................
Additions for tax positions of prior years .................................................
Reductions for settlements ........................................................................
Reductions due to lapse of statute of limitations.......................................
Effect of foreign currency exchange rates ................................................
Balance at December 31 ...........................................................................

Balance sheet classification:

Other current liabilities .........................................................................
Deferred taxes and other liabilities .......................................................
Total ..................................................................................................

60.1
1.1
10.1
—
(1.5)
(1.0)
68.8

18.0
50.8
68.8

45.9
14.5
6.7
—
(3.5)
(3.5)
60.1

1.7
58.4
60.1

48.8
9.4
5.6
(9.2)
(8.4)
(0.3)
45.9

4.2
41.7
45.9

The annual provisions for income taxes included tax expense of $4.7 million in 2011, tax expense of $15.5 million in 2010 and a tax
benefit of $2.6 million in 2009.

At December 31, 2011, the amount of unrecognized tax benefits that, if recognized, would reduce tax expense was $68.8 million.
Within the next 12 months, it is reasonably possible that unrecognized tax benefits may decrease by $18.0 million as a result of the
expiration of various statutes of limitation. The company or one of its subsidiaries files income tax returns in the U.S. federal, various
states and foreign jurisdictions. With a few exceptions, the company is no longer subject to U.S. federal, state and local or foreign
examinations by tax authorities for years prior to 2005. The company’s significant non-U.S. filings are in Germany, France, the United
Kingdom, the Netherlands, Poland, Serbia, the PRC, Canada, Brazil, Czech Republic and Argentina. At December 31, 2011, the
company had ongoing examinations by tax authorities in the U.S., Germany, the United Kingdom and Canada, for which adequate
provision has been made.

The company recognizes the accrual of interest and penalties related to unrecognized tax benefits in income tax expense. Ball
recognized $3.1 million, $2.5 million and $3.5 million of additional income tax expense in 2011, 2010 and 2009, respectively, for
potential interest on these items. At December 31, 2011 and 2010, the accrual for uncertain tax positions included potential interest
expense of $12.1 million and $9.1 million, respectively. No penalties have been accrued.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

14. Employee Benefit Obligations

($ in millions)

Total defined benefit pension liability .......................................................................
Less current portion ...................................................................................................
Long-term defined benefit pension liability ...........................................................
Retiree medical and other postemployment benefits .................................................
Deferred compensation plans .....................................................................................
Other ..........................................................................................................................

December 31,

2011

2010

731.6
(24.8)
706.8
169.2
228.0
39.7
1,143.7

541.1
(23.4)
517.7
186.1
224.5
35.0
963.3

Certain management employees may elect to defer the payment of all or a portion of their annual incentive compensation into the
company’s deferred compensation plan and/or the company’s deferred compensation stock plan. The employee becomes a general
unsecured creditor of the company with respect to amounts deferred. Amounts deferred into the deferred compensation stock plan
receive a 20 percent company match with a maximum match of $20,000 per year. Amounts deferred into the stock plan are
represented in the participant’s account as stock units, with each unit having a value equivalent to one share of Ball’s common stock.
Participants in the stock plan are allowed to reallocate a prescribed number of units to other notional investment funds subject to
specified time constraints.

The company’s pension plans cover substantially all U.S., Canadian and European employees meeting certain eligibility requirements.
The defined benefit plans for salaried employees, as well as those for hourly employees in Germany and the United Kingdom, provide
pension benefits based on employee compensation and years of service. Plans for North American hourly employees provide benefits
based on fixed rates for each year of service. While the German plans are not funded, the company maintains book reserves, and
annual additions to the reserves are generally tax deductible. With the exception of the German plans, our policy is to fund the plans in
amounts at least sufficient to satisfy statutory funding requirements taking into consideration what is currently deductible under
existing tax laws and regulations.

The company also participates in multiemployer defined benefit plans for which Ball is not the sponsor. The aggregated annual
expense for these plans, which approximated the total annual funding, is included below in the summary of net periodic benefit cost.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

14. Employee Benefit Obligations (continued)

Defined Benefit Pension Plans

An analysis of the change in benefit accruals for 2011 and 2010 follows:

($ in millions)

U.S.

2011
Foreign

Total

U.S.

2010
Foreign

Total

Change in projected benefit

obligation:
Benefit obligation at prior year end $
Service cost ...................................
Interest cost ...................................
Benefits paid .................................
Net actuarial losses .......................
Effect of exchange rates ................
Plan amendments and other ..........
Benefit obligation at year end .......

Change in plan assets:

Fair value of assets at prior year end
Actual return on plan assets ..........
Employer contributions .................
Contributions to unfunded

German plans (a) .......................
Benefits paid .................................
Effect of exchange rates ................
Other .............................................
Fair value of assets at end of year .
Underfunded status .................

1,066.4 $
43.2
57.6
(62.8)
114.3
—
2.2
1,220.9

864.8
8.2
20.2

—
(62.8)
—
(5.5)
824.9
(396.0) $

597.6
7.8
30.8
(37.2)
19.3
(8.5)
—
609.8

258.1
15.5
15.4

1,664.0 $
51.0
88.4
(100.0)
133.6
(8.5)
2.2
1,830.7

1,122.9
23.7
35.6

977.7 $
43.8
56.5
(58.6)
44.9
—
2.1
1,066.4

755.7
64.5
103.2

610.1
7.1
29.5
(34.9)
9.2
(24.8)
1.4
597.6

228.7
24.3
15.6

24.4
(37.2)
(2.0)
—
274.2
(335.6)(a) $

24.4
(100.0)
(2.0)
(5.5)
1,099.1
(731.6) $

—
(58.6)
—
—
864.8
(201.6) $

23.3
(34.9)
1.0
0.1
258.1
(339.5)(a) $

1,587.8
50.9
86.0
(93.5)
54.1
(24.8)
3.5
1,664.0

984.4
88.8
118.8

23.3
(93.5)
1.0
0.1
1,122.9
(541.1)

(a) The German plans are unfunded and the liability is included in the company’s consolidated balance sheets. Benefits are paid
directly by the company to the participants. The German plans represented $289.5 million and $301.8 million of the total
unfunded status at December 31, 2011 and 2010, respectively.

Amounts recognized in the consolidated balance sheets for the funded status at December 31 consisted of:

($ in millions)

U.S.

2011
Foreign

Total

U.S.

2010
Foreign

Total

Prepaid pension cost ..........................
Defined benefit pension liabilities .....

— $

(396.0)
(396.0) $

4.0 $

(339.6)
(335.6) $

4.0 $

(735.6)
(731.6) $

— $

(201.6)
(201.6) $

1.6 $

(341.1)
(339.5) $

1.6
(542.7)
(541.1)

Amounts recognized in accumulated other comprehensive earnings (loss) at December 31 consisted of:

($ in millions)

Net actuarial loss ................................
Net prior service cost (credit).............
Tax effect and currency exchange

rates ................................................

U.S.

2011
Foreign

Total

U.S.

2010
Foreign

Total

561.3 $
11.9

75.7 $
(3.2)

637.0 $
8.7

406.7 $
9.7

62.4 $
(3.6)

469.1
6.1

(224.8)
348.4 $

(30.1)
42.4 $

(254.9)
390.8 $

(163.3)
253.1 $

(27.9)
30.9 $

(191.2)
284.0

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

14. Employee Benefit Obligations (continued)

The accumulated benefit obligation for all U.S. defined benefit pension plans was $1,184.8 million and $1,039.0 million at December
31, 2011 and 2010, respectively. The accumulated benefit obligation for all foreign defined benefit pension plans was $541.4 million
and $533.3 million at December 31, 2011 and 2010, respectively. Following is the information for defined benefit plans with an
accumulated benefit obligation in excess of plan assets at December 31:

($ in millions)

U.S.

2011
Foreign

Total

U.S.

2010
Foreign

Total

Projected benefit obligation $
Accumulated benefit

obligation ....................
Fair value of plan assets ..

1,220.9 $

350.7

1,571.6 $

1,066.4 $

362.6

1,429.0

1,184.8
824.9

339.0

53.9(a)

1,523.8
878.8

1,039.0
864.8

350.6
54.5(a)

1,389.6
919.3

(a) The German plans are unfunded and, therefore, there is no fair value of plan assets associated with them. The unfunded status of

those plans was $289.5 million and $301.8 million at December 31, 2011 and 2010, respectively.

Components of net periodic benefit cost were:

($ in millions)

U.S.

Foreign

Total

U.S.

Foreign

Total

U.S.

Foreign

Total

2011

2010

2009

Service cost .................
Interest cost .................
Expected return on plan
assets .......................

Amortization of prior

service cost ..............
Recognized net actuarial
loss ..........................

Curtailment loss,

43.2 $
57.6

7.8 $

30.8

51.0 $
88.4

43.8 $
56.5

7.1 $
29.5

50.9 $
86.0

42.5 $
53.6

5.8 $

30.7

48.3
84.3

(72.1 )

(17.1)

(89.2)

(67.7)

(15.0)

(82.7)

(63.9)

(14.1)

(78.0)

1.2

(0.4)

0.8

1.3

(0.3)

1.0

0.8

(0.3)

0.5

21.5

5.7

27.2

18.7

4.9

23.6

12.4

3.7

16.1

including special
termination benefits
Subtotal .......................
Multiemployer plans ...
Net periodic benefit cost $

6.5
57.9
2.7
60.6 $

—
26.8
—
26.8 $

6.5
84.7
2.7
87.4 $

(0.1)
52.5
3.1
55.6 $

1.8
28.0
—
28.0 $

1.7
80.5
3.1
83.6 $

1.2
46.6
2.9
49.5 $

—
25.8
—
25.8 $

1.2
72.4
2.9
75.3

The estimated actuarial net loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated
other comprehensive loss into net periodic benefit cost during 2012 are $40.4 million and $0.6 million, respectively.

Contributions to the company’s defined benefit pension plans, not including the unfunded German plans, are expected to be in the
range of $120 million in 2012. This estimate may change based on changes in the Pension Protection Act and actual plan asset
performance, among other factors. Benefit payments related to these plans are expected to be $113.7 million, $76.6 million,
$80.2 million, $84.2 million and $87.9 million for the years ending December 31, 2012 through 2016, respectively, and a total of
$496.7 million for the years 2017 through 2021. Payments to participants in the unfunded German plans are expected to be
approximately $21 million (€16 million) to $22 million (€17 million) in each of the years 2012 through 2016 and a total of $98 million
(€76 million) for the years 2017 through 2021.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

14. Employee Benefit Obligations (continued)

Weighted average assumptions used to determine benefit obligations for the North American plans at December 31 were:

Discount rate ...................
Rate of compensation

increase .......................

2011

4.75 %

4.80 %

U.S.
2010

5.55%

4.80%

2009

2011

6.00%

4.80%

4.05%

3.00%

Canada
2010

2009

4.75%

5.00%

3.25%

3.50%

Weighted average assumptions used to determine benefit obligations for the European plans at December 31 were:

Discount rate ...................
Rate of compensation

increase .......................
Pension increase (a) ........

2011
5.00%

3.90%
3.05%

United Kingdom
2010
5.50%

2009
5.75%

4.25%
3.50%

4.25%
3.40%/2.50%

2011
5.00%

2.75%
1.75%

Germany
2010
5.00%

2.75%
1.75%

2009
5.00%

2.75%
1.75%

(a) For the United Kingdom, the first percentage in 2009 applies to benefits earned between January 1, 1995, and June 30, 2008, and

the second percentage applies to benefits earned after June 30, 2008.

The discount and compensation increase rates used above to determine the benefit obligations at December 31, 2011, will be used to
determine net periodic benefit cost for 2012. A reduction of the expected return on pension assets assumption by one quarter of a
percentage point would result in an approximate $3.1 million increase in the 2012 pension expense, while a quarter of a percentage
point reduction in the discount rate applied to the pension liability would result in an estimated $4.5 million of additional pension
expense in 2012.

Weighted average assumptions used to determine net periodic benefit cost for the North American plans for the years ended
December 31 were:

Discount rate ...................
Rate of compensation

increase .......................
Expected long-term rate of
return on assets ............

2011

U.S.
2010

2009

2011

5.55 %

4.80 %

8.00 %

6.00%

4.80%

8.25%

6.25%

4.80%

8.25%

4.75%

3.25%

5.14%

Canada
2010

2009

5.00%

7.00%

3.50%

5.52%

7.26%

Weighted average assumptions used to determine net periodic benefit cost for the European plans for the years ended December 31
were:

Discount rate ...................
Rate of compensation

increase .......................
Pension increase (a) ........
Expected long-term rate of
return on assets ............

2011
5.50%

4.25%
3.40%

United Kingdom

2010
5.75%

4.25%

3.40%/2.50%

2009
6.10%

3.80%
2.90%/2.50%

2011
5.00%

2.75%
1.75%

Germany
2010
5.00%

2.75%
1.75%

2009
5.75%

2.75%
1.75%

7.00%

N/A

(a) For the United Kingdom, the first percentage in 2010 and 2009 applies to benefits earned between January 1, 1995, and June 30,

2008, and the second percentage applies to benefits earned after June 30, 2008.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

14. Employee Benefit Obligations (continued)

Current financial accounting standards require that the discount rates used to calculate the actuarial present value of pension and other
postretirement benefit obligations reflect the time value of money as of the measurement date of the benefit obligation and reflect the
rates of return currently available on high quality fixed income securities whose cash flows (via coupons and maturities) match the
timing and amount of future benefit payments of the plan. In addition, changes in the discount rate assumption should reflect changes
in the general level of interest rates.

In selecting the U.S. discount rate for December 31, 2011, several benchmarks were considered, including Moody’s long-term
corporate bond yield for A bonds, the Citigroup Pension Liability Index, the JP Morgan 15+ year corporate bond yield for A bonds
and the Merrill Lynch 15+ year corporate bond yield for A bonds. In addition, the expected cash flows from the plans were modeled
relative to the Citigroup Pension Discount Curve and matched to cash flows from a portfolio of bonds rated A or better. When
determining the appropriate discount rate, the company contemplated the impact of lump sum payment options under its U.S. plans
when considering the appropriate yield curve. In Canada the markets for locally denominated high-quality, longer term corporate
bonds are relatively thin. As a result, the approach taken in Canada was to use yield curve spot rates to discount the respective benefit
cash flows and to compute the underlying constant bond yield equivalent. The Canadian discount rate at December 31, 2011, was
selected based on a review of the expected benefit payments for each of the Canadian defined benefit plans over the next 60 years and
then discounting the resulting cash flows to the measurement date using the AA corporate bond spot rates to determine the equivalent
level discount rate. In the United Kingdom and Germany, the company and its actuarial consultants considered the applicable iBoxx
15+ year AA corporate bond yields for the respective markets and determined a rate consistent with those expectations. In all
countries, the discount rates selected for December 31, 2011, were based on the range of values obtained from cash flow specific
methods, together with the changes in the general level of interest rates reflected by the benchmarks.

The assumption related to the expected long-term rate of return on plan assets reflects the average rate of earnings expected on the
funds invested to provide for the benefits over the life of the plans. The assumption was based upon Ball’s pension plan asset
allocations, investment strategies and the views of investment managers and other large pension plan sponsors. Some reliance was
placed on historical asset returns of our plans. An asset-return model was used to project future asset returns using simulation and
asset class correlation. The analysis included expected future risk premiums, forward-looking return expectations derived from the
yield on long-term bonds and the price earnings ratios of major stock market indexes, expected inflation and real risk-free interest rate
assumptions and the fund’s expected asset allocation.

The expected long-term rates of return on assets were calculated by applying the expected rate of return to a market related value of
plan assets at the beginning of the year, adjusted for the weighted average expected contributions and benefit payments. The market
related value of plan assets used to calculate expected return was $1,201.6 million for 2011, $1,106.5 million for 2010 and
$968.1 million for 2009.

Included in other comprehensive earnings, net of the related tax effect, were increases in pension and other postretirement item
obligations of $93.7 million, $13.4 million and $22.6 million in 2011, 2010 and 2009, respectively.

For pension plans, accumulated actuarial gains and losses in excess of a 10 percent corridor and the prior service cost are amortized
over the average remaining service period of active participants.

Defined Benefit Pension Plan Assets

Policies and Allocation Information

Investment policies and strategies for the plan assets in the U.S., Canada and the United Kingdom are established by pension
investment committees of the company and its relevant subsidiaries and include the following common themes: (1) to provide for
long-term growth of principal income without undue exposure to risk, (2) to minimize contributions to the plans, (3) to minimize and
stabilize pension expense and (4) to achieve a rate of return above the market average for each asset class over the long term. The
pension investment committees are required to regularly, but no less frequently than once annually, review asset mix and asset
performance, as well as the performance of the investment managers. Based on their reviews, which are generally conducted quarterly,
investment policies and strategies are revised as appropriate.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

14. Employee Benefit Obligations (continued)

Target asset allocations in the U.S. and Canada are set using a minimum and maximum range for each asset category as a percent of
the total funds’ market value. Assets contributed to the United Kingdom plans are invested using established percentages. Following
are the target asset allocations established as of December 31, 2011:

Cash and cash equivalents .............................................
Equity securities .............................................................
Fixed income securities ..................................................
Alternative investments .................................................

0-10%
10-75%(a)
25-70%(b)
0-35%

0-5%
10-30%(d)
75-80%
—

—
56-62%(e)
38-44%
—

U.S.

Canada (c)

United
Kingdom

(a) Equity securities may consist of: (1) up to 25 percent large cap equities, (2) up to 10 percent mid cap equities, (3) up to

10 percent small cap equities, (4) up to 35 percent foreign equities and (5) up to 35 percent special equities. Holdings in Ball
Corporation common stock or Ball bonds cannot exceed 5 percent of the trust’s assets.

(b) Debt securities may include up to 10 percent non-investment grade bonds, up to 10 percent bank loans and up to 15 percent

international bonds.

(c) Does not include assets held in immunized portfolios designated for closed facilities. These portfolios must consist of at least

85 percent fixed income securities and up to 15 percent cash and short-term investments. They can consist of up to 100 percent
Canadian federal or provincial securities. The immunized portfolio assets represented approximately 45 percent of the total
Canadian assets at December 31, 2011.

(d) May include between 5 percent and 15 percent non-Canadian equity securities.
(e) Equity securities must consist of United Kingdom securities and up to 44 percent foreign securities.

The actual weighted average asset allocations for Ball’s defined benefit pension plans, which individually are within the established
targets for each country, were as follows at December 31:

Cash and cash equivalents ....................................................................................
Equity securities ....................................................................................................
Fixed income securities .........................................................................................
Alternative investments ........................................................................................

2011

2010

2%
36%
56%
6%
100%

8%
28%
54%
10%
100%

Fair Value Measurements of Pension Plan Assets

Following is a description of the valuation methodologies used for pension assets measured at fair value:

Cash and cash equivalents: Cash and cash equivalents consist of cash on deposit with brokers and short-term U.S. Treasury money
market funds and are net of receivables and payables for securities traded at the period end but not yet settled. All cash and cash
equivalents are stated at cost, which approximates fair value.

Corporate equity securities: Valued at the closing price reported on the active market on which the individual security is traded.

U.S. government and agency securities: Valued using the pricing of similar agency issues, live trading feeds from several vendors and
benchmark yields.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

14. Employee Benefit Obligations (continued)

Corporate bonds and notes: Valued using market inputs including benchmark yields, reported trades, broker/dealer quotes, issuer
spreads, benchmark securities, bids, offers and reference data including market research publications. Inputs may be prioritized
differently at certain times based on market conditions.

Mutual funds: Valued at the net asset value (NAV) of shares held by the plans at year end.

Limited partnerships and other: Certain of the partnership investments receive fair market valuations on a quarterly basis. Certain
other partnerships invest in market-traded securities, both on a long and short basis. These investments are valued using quoted market
prices. For the partnership that invests in timber properties, a detailed valuation is performed by an independent appraisal firm every
three years. In the interim years, the investment manager updates the independently prepared valuation for property value changes,
timber growth, harvesting, etc.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective
of future fair values. Furthermore, although the company believes its valuation methods are appropriate and consistent with other
market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments
could result in a different fair value measurement at the reporting date.

The company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the
valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The levels assigned to the
defined benefit plan assets as of December 31, 2011, are summarized in the table below:

($ in millions)

Level 1

Level 2

Level 3

Total

U.S. pension assets, at fair value:

Cash and cash equivalents ..............................
Corporate equity securities .............................
U.S. government and agency securities ..........
Corporate bonds and notes ..............................
Commingled funds ..........................................
Limited partnerships and other .......................
Total assets ..................................................

—
95.0
69.4
0.7
—
0.1
165.2

25.5
40.4
113.0
274.9
115.0
35.0
603.8

—
—
—
—
—
55.9
55.9

25.5
135.4
182.4
275.6
115.0
91.0
824.9

The levels assigned to the defined benefit plan assets as of December 31, 2010, are summarized in the table below:

($ in millions)

Level 1

Level 2

Level 3

Total

U.S. pension assets, at fair value:

16.0
99.1
96.7
1.0
—
—
212.8

86.2
23.1
107.4
230.8
124.2
45.6
617.3

—
—
—
—
—
34.7
34.7

102.2
122.2
204.1
231.8
124.2
80.3
864.8

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

14. Employee Benefit Obligations (continued)

The following is a reconciliation of the U.S. Level 3 assets for the two years ended December 31, 2011 (dollars in millions):

Balance at December 31, 2009 ........................................................................................................................
Actual return on plan assets relating to assets still held at the reporting date ..................................................
Purchases .........................................................................................................................................................
Sales ................................................................................................................................................................
Balance at December 31, 2010 ........................................................................................................................
Actual return on plan assets relating to assets still held at the reporting date ..................................................
Purchases .........................................................................................................................................................
Sales ................................................................................................................................................................
Balance at December 31, 2011 ........................................................................................................................

34.2
2.1
1.3
(2.9)
34.7
0.9
25.2
(4.9)
55.9

Canadian pension assets, at fair value (all Level 2) ($ in millions):

Equity commingled funds .............................................................................................
Fixed income commingled funds ..................................................................................
Fixed income securities .................................................................................................
Total assets ................................................................................................................

U.K. pension assets, at fair value (all Level 2) ($ in millions):

U.K. equity commingled funds .....................................................................................
Foreign equity commingled funds ................................................................................
U.K. fixed income commingled funds ..........................................................................
Net assets ..................................................................................................................

Other Postemployment Benefits

December 31,

2011

2010

11.7
45.5
50.1
107.3

11.7
45.6
47.1
104.4

December 31,

2011

2010

56.7
39.6
70.6
166.9

51.8
37.6
64.3
153.7

The company sponsors postretirement health care and life insurance plans for substantially all U.S. and Canadian employees.
Employees may also qualify for long-term disability, medical and life insurance continuation and other postemployment benefits upon
termination of active employment prior to retirement. All of the Ball-sponsored postretirement health care and life insurance plans are
unfunded and, with the exception of life insurance benefits, are self-insured.

In Canada, the company provides supplemental medical and other benefits in conjunction with Canadian provincial health care plans.
Most U.S. salaried employees who retired prior to 1993 are covered by noncontributory defined benefit medical plans with capped
lifetime benefits. Ball provides a fixed subsidy toward each retiree’s future purchase of medical insurance for U.S. salaried and
substantially all nonunion hourly employees retiring after January 1, 1993. Life insurance benefits are noncontributory. Ball has no
commitments to increase benefits provided by any of the postemployment benefit plans.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

14. Employee Benefit Obligations (continued)

An analysis of the change in other postretirement benefit accruals for 2011 and 2010 follows:

($ in millions)

Change in benefit obligation:

Benefit obligation at prior year end ..............................................................................
Service cost ...................................................................................................................
Interest cost ...................................................................................................................
Benefits paid .................................................................................................................
Net actuarial loss (gain) ................................................................................................
Curtailment loss (gain) ..................................................................................................
Settlements ....................................................................................................................
Plan amendments ..........................................................................................................
Effect of exchange rates and other ................................................................................
Benefit obligation at year end .......................................................................................

Change in plan assets:

Fair value of assets at prior year end .............................................................................
Benefits paid .................................................................................................................
Employer contributions .................................................................................................
Medicare Part D subsidy ...............................................................................................
Settlements ....................................................................................................................
Fair value of assets at end of year .................................................................................
Funded status ..........................................................................................................

Components of net periodic benefit cost were:

($ in millions)

2011

Service cost ........................................................................................
Interest cost ........................................................................................
Amortization of prior service cost .....................................................
Recognized net actuarial gain ............................................................
Special termination benefits ...............................................................
Net periodic benefit cost ................................................................

2.3
9.7
—
0.7
1.9
14.6

2011

2010

184.7
2.3
9.7
(11.9)
(17.2)
1.5
(3.5)
—
(0.5)
165.1

—
(12.4)
14.8
0.5
(2.9)
—
(165.1) $

191.8
2.5
10.2
(11.9)
(2.3)
(1.8)
—
(4.9)
1.1
184.7

—
(12.4)
11.9
0.5
—
—
(184.7)

2010

2009

2.5
10.2
0.2
0.8
—
13.7

3.0
10.8
0.4
0.4
—
14.6

Approximately $0.9 million of estimated net actuarial loss will be amortized from accumulated other comprehensive loss into net
period benefit cost during 2012. The amount of prior service cost to be amortized is insignificant.

The assumptions used for the determination of benefit obligations and net periodic benefit cost were the same as those used for the
U.S. and Canadian defined benefit pension plans. For other postretirement benefits, accumulated actuarial gains and losses and prior
service cost are amortized over the average remaining service period of active participants.

For the U.S. health care plans at December 31, 2011, an 8.5 percent health care cost trend rate was used for pre-65 and post-65
benefits, and trend rates were assumed to decrease to 5.0 percent in 2019 and remain at that level thereafter. For the Canadian plans, a
6.0 percent health care cost trend rate was used, which was assumed to decrease to 5.0 percent by 2016 and remain at that level in
subsequent years. Benefit payment caps exist in many of the company’s health care plans.

Health care cost trend rates can have an effect on the amounts reported for the health care plan. A one-percentage point change in
assumed health care cost trend rates would increase or decrease the total of service and interest cost by $0.4 million and the
postretirement benefit obligation by approximately $4.3 million to $4.9 million.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

14. Employee Benefit Obligations (continued)

Other Benefit Plans

The company matches U.S. salaried employee contributions to the 401(k) plan with shares of Ball common stock up to 100 percent
of the first 3 percent of a participant’s salary plus 50 percent of the next 2 percent. The expense associated with the company match
amounted to $20.8 million, $20.5 million and $21.8 million for 2011, 2010 and 2009, respectively.

In addition, substantially all employees within the company’s aerospace and technologies segment who participate in Ball’s 401(k)
plan may receive a performance-based matching cash contribution of up to 4 percent of base salary. The company recognized
$8.3 million and $3.0 million of additional compensation expense related to this program for the years 2011 and 2010, respectively.
There was no matching contribution for 2009.

15. Shareholders’ Equity

At December 31, 2011, the company had 550 million shares of common stock and 15 million shares of preferred stock authorized,
both without par value. Preferred stock includes 550,000 authorized but unissued shares designated as Series A Junior Participating
Preferred Stock.

Under the company’s shareholder Rights Agreement dated July 26, 2006, as amended, one half of a preferred stock purchase right
(Right) is attached to each outstanding share of Ball Corporation common stock. Subject to adjustment, each Right entitles the
registered holder to purchase from the company one one-thousandth of a share of Series A Junior Participating Preferred Stock at an
exercise price of $185 per Right. Subject to certain limited exceptions for passive investors, if a person or group acquires 10 percent
or more of the company’s outstanding common stock (or upon occurrence of certain other events), the Rights (other than those held
by the acquiring person) become exercisable and generally entitle the holder to purchase shares of Ball Corporation common stock at
a 50 percent discount. The Rights, which expire in 2016, are redeemable by the company at a redemption price of $0.001 per Right
and trade with the common stock. Exercise of such Rights would cause substantial dilution to a person or group attempting to acquire
control of the company without the approval of Ball’s board of directors. The Rights would not interfere with any merger or other
business combinations approved by the board of directors.

The company’s share repurchases, net of issuances, totaled $473.9 million in 2011, $506.7 million in 2010 and $5.1 million in 2009.
On October 28, 2011, in a privately negotiated transaction, Ball entered into an accelerated share repurchase agreement to buy
$100 million of its common stock using cash on hand and available borrowings. The company advanced the $100 million on
November 2, 2011, and received 2,523,836 shares, which represented 90 percent of the total shares as calculated using the closing
price on October 28, 2011. The agreement was settled in January 2012, and the company received an additional 361,615 shares, which
represented a weighted average price of $34.66 for the contract period.

On August 2, 2011, in a privately negotiated transaction, Ball entered into an accelerated share repurchase agreement to buy
$125 million of its common shares using cash on hand and available borrowings. The company advanced the $125 million on
August 5, 2011, and received 3,077,976 shares, which represented 90 percent of the total shares as calculated using the previous
day’s closing share price. The agreement was settled in September 2011, and the company received an additional 526,532 shares,
which represented a weighted average price of $34.68 for the contract period.

In November 2010, the company entered into a private transaction to acquire 2,775,408 shares of its publicly held common shares for
$88.8 million. In February 2010, in a privately negotiated transaction, Ball entered into an accelerated share repurchase agreement to
buy $125 million of its common shares using cash on hand and available borrowings. The company advanced the $125 million on
February 22, 2010, and received 4,323,598 shares, which represented 90 percent of the total shares as calculated using the previous
day’s closing price. The agreement was settled in May 2010, and the company received an additional 398,206 shares, which
represented a weighted average price of $26.47 for the contract period.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

15. Shareholders’ Equity (continued)

Accumulated Other Comprehensive Earnings (Loss)

The activity related to accumulated other comprehensive earnings (loss) was as follows:

($ in millions)

Foreign
Currency
Translation

Pension and
Other
Postretirement
Benefits, Net of
Tax

Effective
Derivatives,
Net of Tax

Gain on
Available for
Sale Securities,
Net of Tax

Accumulated
Other
Comprehensive
Earnings (Loss)

December 31, 2009 .......
2010 change ..................
December 31, 2010 .......
2011 change ..................
December 31, 2011 .......

180.2
(57.1)
123.1
(38.4)
84.7

(274.4)
(13.4)
(287.8)
(93.7)
(381.5) $

23.4
49.0(a)
72.4
(110.8)(a)
(38.4)

7.0
3.2
10.2
(10.2)
—

(63.8)
(18.3)
(82.1)
(253.1)
(335.2)

(a) The change in accumulated other comprehensive earnings (loss) for effective derivatives was as follows for the years ended

December 31:

Amounts reclassified into earnings (Note 18):

Commodity contracts ....................................................................................................
Interest rate and currency exchange contracts .............................................................

Change in fair value of cash flow hedges:

Commodity contracts ....................................................................................................
Interest rate and currency exchange rate contracts ......................................................
Currency and tax impacts ............................................................................................

2011

2010

(65.7) $
(1.8)
(67.5)

(103.0)
(2.3)
62.0
(110.8) $

6.4
7.2
13.6

64.8
(2.0)
(27.4)
49.0

Management’s intention is to indefinitely reinvest foreign earnings. Therefore, no taxes have been provided on the foreign currency
translation component for any period. The change in the pension and other postretirement items is presented net of related tax benefits
of $56.3 million, $2.2 million and $15.2 million for 2011, 2010 and 2009, respectively. The change in the effective financial
derivatives is presented net of related tax benefits of $58.2 million for 2011 and net of related tax expense of $24.1 million and
$58.9 million for 2010 and 2009, respectively. The gain on available for sale securities is presented net of related tax expense of
$2.0 million and $4.5 million for 2010 and 2009, respectively.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

16. Stock-Based Compensation Programs

The company has shareholder-approved stock option plans under which options to purchase shares of Ball common stock have been
granted to officers and employees at the market value of the stock at the date of grant. Payment must be made at the time of exercise
in cash or with shares of stock owned by the option holder, which are valued at fair market value on the date exercised. In general,
options are exercisable in four equal installments commencing one year from the date of grant and terminating 10 years from the date
of grant. A summary of stock option activity for the year ended December 31, 2011, follows:

Outstanding Options

Nonvested Options

Number of
Shares

Weighted
Average
Exercise Price

Number of
Shares

Weighted
Average Grant
Date Fair Value

Beginning of year ................................................
Granted ...............................................................
Vested .................................................................
Exercised .............................................................
Canceled/forfeited ...............................................
End of period ......................................................
Vested and exercisable, end of period.................
Reserved for future grants ...................................

10,766,646
1,367,460

$
$

(1,125,281) $
(65,800) $
$

10,943,025
7,264,739
6,213,907

21.39
35.85

16.89
25.24
23.64

$
3,918,684
1,367,460
$
(1,542,058) $

(65,800) $
$

3,678,286

6.13
9.78
6.04

6.65
7.51

The options granted in January 2011 included 679,310 stock-settled stock appreciation rights, which have the same terms as the stock
options. The weighted average remaining contractual term for all options outstanding at December 31, 2011, was 6.1 years and the
aggregate intrinsic value (difference in exercise price and closing price at that date) was $132.1 million. The weighted average
remaining contractual term for options vested and exercisable at December 31, 2011, was 5.1 years and the aggregate intrinsic value
was $103.2 million. The company received $16.4 million from options exercised during 2011. The intrinsic value associated with
these exercises was $19.7 million, and the associated tax benefit reported as other financing activities in the consolidated statement of
cash flows was $5.6 million. The total fair value of options vested during 2011, 2010 and 2009 was $9.3 million, $15.1 million and
$7.1 million, respectively.

These options cannot be traded in any equity market. However, based on the Black-Scholes option pricing model, options granted in
2011, 2010 and 2009 have estimated weighted average fair values at the date of grant of $9.78 per share, $6.84 per share and $5.32 per
share, respectively. The actual value an employee may realize will depend on the excess of the stock price over the exercise price on
the date the option is exercised. Consequently, there is no assurance that the value realized by an employee will be at or near the value
estimated. The fair values were estimated using the following weighted average assumptions:

2011 Grants

2010 Grants

2009 Grants

Expected dividend yield .....................................................................
Expected stock price volatility ...........................................................
Risk-free interest rate .........................................................................
Expected life of options .....................................................................

0.78%
30.04%
1.97%

0.79%
28.99%
2.47%

1.0%
29.83%
1.74%

5.0 years

4.9 years

5.25 years

In addition to stock options, the company issues to officers and certain employees restricted shares and restricted stock units, which
vest over various periods. Other than the performance-contingent grants discussed below, such restricted shares and restricted stock
units generally vest in equal installments over five years. Compensation cost is recorded based upon the fair value of the shares at the
grant date.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

16. Stock-Based Compensation Programs (continued)

Following is a summary of restricted stock activity for the year ended December 31, 2011:

Number of
Shares/Units

Weighted
Average Grant
Price

Beginning of year ..............................................................................................................
Granted .............................................................................................................................
Vested ...............................................................................................................................
Canceled/forfeited .............................................................................................................
End of period ....................................................................................................................

$
1,856,202
525,092
$
(534,217) $
(28,843) $
$

1,818,234

21.96
35.49
24.94
30.66
24.86

To encourage certain senior management employees and outside directors to invest in Ball stock, Ball adopted a deposit share program
in March 2001 (subsequently amended and restated in April 2004) that matches purchased shares with restricted shares. In general,
restrictions on the matching shares lapse at the end of four years from date of grant, or earlier in stages if established share ownership
guidelines are met, assuming the relevant qualifying purchased shares are not sold or transferred prior to that time. Grants under the
plan are accounted for as equity awards and compensation expense is recorded based upon the closing market price of the shares at the
grant date. The company recorded $2.4 million, $0.4 million and $1.6 million of expense in connection with this program in 2011,
2010 and 2009, respectively.

The company’s board of directors grants performance-contingent restricted stock units to key employees, which will cliff vest if the
company’s return on average invested capital during a 36-month performance period is equal to or exceeds the company’s cost of
capital. If the performance goals are not met, the shares will be forfeited. Current assumptions are that the performance targets will be
met and, accordingly, grants under the plan are being accounted for as equity awards and compensation expense is recorded based
upon the closing market price of the shares at the grant date. On a quarterly basis, the company reassesses the probability of the goals
being met and adjusts compensation expense as appropriate. No such adjustment was considered necessary at the end of 2011 for any
grants. Restricted stock units granted under this program included 210,330 units in January 2011, 362,300 units in January 2010 and
386,900 units in January 2009. The expense associated with the performance-contingent grants totaled $7.3 million, $9.5 million and
$9.9 million in 2011, 2010 and 2009, respectively.

For the years ended December 31, 2011, 2010 and 2009, the company recognized in selling, general and administrative expenses
pretax expense of $24.7 million ($15.0 million after tax), $24.4 million ($14.9 million after tax) and $26.5 million ($16.0 million after
tax), respectively, for share-based compensation arrangements. At December 31, 2011, there was $41.2 million of total unrecognized
compensation cost related to nonvested share-based compensation arrangements. This cost is expected to be recognized in earnings
over a weighted average period of 2.3 years.

In connection with the employee stock purchase plan, the company contributes 20 percent of up to $500 of each participating
employee’s monthly payroll deduction toward the purchase of Ball Corporation common stock. Company contributions for this plan
were $3.4 million in 2011, $3.2 million in 2010 and $3.0 million in 2009.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

17. Earnings Per Share

($ in millions, except per share amounts; shares in thousands)

Diluted Earnings per Share (a):

2011

Years ended December 31,
2010

2009

Net earnings attributable to Ball Corporation ................................

444.0

468.0

387.9

Weighted average common shares .................................................
Effect of dilutive securities ............................................................
Weighted average shares applicable to diluted earnings per share

165,275
3,315
168,590

180,746
2,792
183,538

Basic earnings per share .................................................................
Diluted earnings per share .............................................................

$
$

2.69
2.63

$
$

2.59
2.55

$
$

187,572
2,406
189,978

2.07
2.04

(a) Shares for the year ended December 31, 2009, have been retrospectively adjusted for the two-for-one stock split that was

effective on February 15, 2011.

Certain options were excluded from the diluted earnings per share calculation because they were anti-dilutive (i.e., the sum of the
proceeds, including the unrecognized compensation and windfall tax benefits, exceeded the average closing stock price for the period).
The options excluded totaled 1,358,260 in 2011; 1,683,300 in 2010 and 5,727,828 in 2009.

18. Financial Instruments and Risk Management

Policies and Procedures

Ball employs established risk management policies and procedures, which seek to reduce Ball’s exposure to fluctuations in
commodity price, interest rates, foreign currencies and prices of the company’s common stock with regard to common share
repurchases and the company’s deferred compensation stock plan. However, there can be no assurance that these policies and
procedures will be successful. Although the instruments utilized involve varying degrees of credit, market and interest risk, the
counterparties to the agreements are expected to perform fully under the terms of the agreements. The company monitors counterparty
credit risk, including lenders, on a regular basis, but Ball cannot be certain that all risks will be discerned or that its risk management
policies and procedures will always be effective.

Commodity Price Risk

Aluminum

Ball manages commodity price risk in connection with market price fluctuations of aluminum ingot through two different methods.
First, the company enters into container sales contracts that include aluminum ingot-based pricing terms that generally reflect the same
price fluctuations under commercial supply contracts for aluminum sheet purchases. The terms include fixed, floating or pass-through
aluminum ingot component pricing. Second, Ball uses certain derivative instruments such as option and forward contracts as
economic and cash flow hedges of commodity price risk where there is not an arrangement in the sales contract to match underlying
purchase volumes and pricing with sales volumes and pricing.

The company had aluminum contracts limiting its aluminum exposure with notional amounts of approximately $648 million and
$1.0 billion at December 31, 2011 and 2010, respectively. The aluminum contracts include economic derivative instruments that are
undesignated and receive mark to fair value accounting treatment, as well as cash flow hedges that offset sales contracts of various
terms and lengths. Cash flow hedges relate to forecasted transactions that expire within the next four years. Included in shareholders’
equity at December 31, 2011, within accumulated other comprehensive earnings (loss) is a net after-tax loss of $35.2 million
associated with these contracts.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

18. Financial Instruments and Risk Management (continued)

A net loss of $30.1 million is expected to be recognized in the consolidated statement of earnings during the next 12 months, the
majority of which will be offset by pricing changes in sales and purchase contracts, thus resulting in little or no earnings impact to
Ball.

Steel

Most sales contracts involving our steel products either include provisions permitting Ball to pass through some or all steel cost
changes incurred, or they incorporate annually negotiated steel prices.

Interest Rate Risk

Ball’s objective in managing exposure to interest rate changes is to minimize the impact of interest rate changes on earnings and cash
flows and to lower our overall borrowing costs. To achieve these objectives, Ball may use a variety of interest rate swaps, collars and
options to manage our mix of floating and fixed-rate debt. Interest rate instruments held by the company at December 31, 2011,
included pay-fixed interest rate swaps, which effectively convert variable rate obligations to fixed rate instruments.

At December 31, 2011, the company had outstanding interest rate swap contracts with notional amounts of $300 million paying fixed
rates expiring within the next four years. Included in shareholders’ equity at December 31, 2011, within accumulated other
comprehensive earnings (loss) is a net after-tax loss of $0.4 million associated with these contracts, the majority of which is expected
to be recognized in the consolidated statement of earnings during the next 12 months.

Inflation Risk

Ball also uses inflation option contracts in Europe to limit the impacts from spikes in inflation against certain multi-year contracts. At
December 31, 2011, the company had inflation options in Europe with notional amounts of $149 million (€115 million). These options
are undesignated for hedge accounting purposes and receive mark to fair value accounting. The fair value at December 31, 2011, was
insignificant, and the option contracts expire at various times within the next two years.

Currency Exchange Rate Risk

Ball’s objective in managing exposure to currency fluctuations is to limit the exposure of cash flows and earnings from changes
associated with currency exchange rate changes through the use of various derivative contracts. In addition, at times Ball manages
earnings translation volatility through the use of currency option strategies, and the change in the fair value of those options is
recorded in the company’s net earnings. Ball’s currency translation risk results from the currencies in which we transact business. Ball
faces currency exposures in our global operations as a result of intercompany currency denominated loans and purchasing raw
materials in U.S. dollars and other currencies. Sales contracts are negotiated with customers to reflect cost changes and, where there is
not an exchange pass-through arrangement, the company uses forward and option contracts to manage currency exposures. At
December 31, 2011, the company had outstanding exchange forward contracts and option collar contracts with notional amounts
totaling $630 million. Approximately $2.8 million of net loss is related to these contracts is included in accumulated other
comprehensive earnings at December 31, 2011, of which $2.0 million of net loss is expected to be recognized in the consolidated
statement of earnings during the next 12 months. The contracts outstanding at December 31, 2011, expire within the next two years.

Common Stock Price Risk

The company’s deferred compensation stock program is subject to variable plan accounting and, accordingly, is marked to fair value
using the company’s closing stock price at the end of the related reporting period. Based on current share levels in the program, each
$1 change in the company’s stock price has an impact of $1.8 million on pretax earnings. During March and September 2011, the
company entered into total return swaps to reduce the company’s earnings exposure to these market fluctuations. One of the swaps
will be outstanding until March 2012 and has a notional value of 1 million shares. The other swap will be outstanding until
September 2012 and has a notional value of 500,000 shares.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

18. Financial Instruments and Risk Management (continued)

As of December 31, 2011, the combined fair value of these swaps was a $2.6 million gain. All gains and losses on these total return
swaps are recorded in the consolidated statement of earnings in selling, general and administrative expenses.

Collateral Calls

The company’s agreements with its financial counterparties require Ball to post collateral in certain circumstances when the negative
mark to fair value of the contracts exceeds specified levels. Additionally, Ball has collateral posting arrangements with certain
customers on these derivative contracts. The cash flows of the margin calls are shown within the investing section of the company’s
consolidated statements of cash flows. As of December 31, 2011, the aggregate fair value of all derivative instruments with credit-
risk-related contingent features that were in a net liability position was $71.7 million and no collateral was required to be posted. As of
December 31, 2010, the aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net
liability position was $26.3 million and no collateral was required to be posted.

Fair Value Measurements

Ball has classified all applicable financial derivative assets and liabilities as Level 2 within the fair value hierarchy as of December 31,
2011 and 2010, and presented those values in the table below. The company’s assessment of the significance of a particular input to
the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement
within the fair value hierarchy levels.

Fair Value of Derivative Instruments as of December 31, 2011

($ in millions)

Assets:

Commodity contracts .....................................................................
Foreign currency contracts ............................................................
Total current derivative contracts ..............................................

Noncurrent commodity contracts ..................................................
Other contracts ..............................................................................
Total noncurrent derivative contracts ........................................

Liabilities:

Commodity contracts ....................................................................
Foreign currency contracts .............................................................
Interest rate contracts .....................................................................
Total current derivative contracts ..............................................

Noncurrent commodity contracts ..................................................
Interest rate contracts ....................................................................
Foreign currency contracts .............................................................
Total noncurrent derivative contracts .........................................

Derivatives
Designated As
Hedging
Instruments

Derivatives Not
Designated As
Hedging
Instruments

Total

4.2
0.9
5.1

7.1
—
7.1

64.4
4.4
0.5
69.3

2.1
0.7
1.0
3.8

3.3
10.6
13.9

—
0.1
0.1

5.8
5.5
—
11.3

—
—
—
—

7.5
11.5
19.0

7.1
0.1
7.2

70.2
9.9
0.5
80.6

2.1
0.7
1.0
3.8

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

18. Financial Instruments and Risk Management (continued)

Fair Value of Derivative Instruments as of December 31, 2010

($ in millions)

Assets:

Liabilities:

Noncurrent commodity contracts ..................................................
Interest rate contracts ....................................................................
Total noncurrent derivative contracts .....................................

Derivatives
Designated As
Hedging
Instruments

Derivatives Not
Designated As
Hedging
Instruments

Total

59.9
0.2
60.1

47.3
1.3
48.6

12.9
1.4
1.9
16.2

0.3
0.4
0.7

35.8
6.7
42.5

1.8
0.5
2.3

35.4
7.7
—
43.1

1.9
—
1.9

95.7
6.9
102.6

49.1
1.8
50.9

48.3
9.1
1.9
59.3

2.2
0.4
2.6

The company uses closing spot and forward market prices as published by the London Metal Exchange, the New York Mercantile
Exchange, Reuters and Bloomberg to determine the fair value of its aluminum, currency, energy, inflation and interest rate spot and
forward contracts. Option contracts are valued using a Black-Scholes model with observable market inputs for aluminum, currency
and interest rates. We value each of our financial instruments either internally using a single valuation technique or from a reliable
observable market source. The company does not adjust the value of its financial instruments except in determining the fair value of a
trade that settles in the future by discounting the value to its present value using 12-month LIBOR as the discount factor. Ball
performs validations of our internally derived fair values reported for our financial instruments on a quarterly basis utilizing
counterparty valuation statements. The company additionally evaluates counterparty creditworthiness and, as of December 31, 2011,
has not identified any circumstances requiring that the reported values of our financial instruments be adjusted.

The company’s investment in shares of DigitalGlobe was measured using Level 1 inputs at December 31, 2010 and amounted to
$22.1 million. These shares were disposed of during March 2011. Additionally, net receivables related to the European scrap metal
program totaling $10.6 million at December 2011, and $11.7 million at December 31, 2010, were classified as Level 2 within the fair
value hierarchy.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

18. Financial Instruments and Risk Management (continued)

The following table provides the effects of derivative instruments in the consolidated statement of earnings and on accumulated other
comprehensive earnings (loss) for the year ended December 31:

2011

2010

Cash Flow Hedge
— Reclassified
Amount From
Other
Comprehensive
Earnings (Loss) —
Gain (Loss)

Gain (Loss) on
Derivatives Not
Designated As
Hedge
Instruments

Cash Flow Hedge
— Reclassified
Amount From
Other
Comprehensive
Earnings (Loss) —
Gain (Loss)

Gain (Loss) on
Derivatives Not
Designated As
Hedge
Instruments

65.7
1.3
—
0.5
—
67.5

(2.7) $

—
(0.2)
12.2
(4.4)
4.9

(6.4) $
(4.9)
—
(2.3)
—
(13.6) $

(0.3)
—
(0.9)
0.7
—
(0.5)

($ in millions)

Commodity contracts (a) ..................
Interest rate contracts (b) ..................
Inflation option contracts (c) .............
Foreign exchange contracts (d) .........
Equity contracts (e) ...........................
Total ..............................................

(a) Gains and losses on commodity contracts are recorded in sales and cost of sales in the statement of earnings. Virtually all these

expenses were passed through to our customers, resulting in no significant impact to earnings.
(b) Gains and losses on interest contracts are recorded in interest expense in the statement of earnings.
(c) Gains and losses on inflation options are recorded in cost of sales in the statement of earnings.
(d) Gains and losses on foreign currency contracts to hedge the sales of products are recorded in cost of sales. Gains and losses on
foreign currency hedges used for translation between segments are reflected in selling, general and administrative expenses in
the consolidated statement of earnings.

(e) Gains and losses on equity contracts are recorded in selling, general and administrative expenses in the consolidated statement of

earnings.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

19. Quarterly Results of Operations (Unaudited)

The company’s quarters in 2011 ended on April 3, July 3, October 2 and December 31. The company’s quarters in 2010 ended on
March 28, June 27, September 26 and December 31. All amounts below reflect the sale of the company’s plastics business described
in Note 4.

($ in millions, except per share amounts)

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Total

2011

Net sales ............................................
Gross profit (a) ..................................
Earnings before taxes ........................
Net earnings attributable to Ball
Corporation from continuing
operations ......................................

Net earnings attributable to Ball

Corporation ...................................

Basic earnings per share (b):
Continuing operations .......................
Total ..............................................

Diluted earnings per share (b):
Continuing operations .......................
Total ..............................................

2010

Net earnings attributable to Ball

Corporation ...................................

Basic earnings per share (b)(c):
Continuing operations .......................
Total ..............................................

Diluted earnings per share (b)(c):
Continuing operations .......................
Total ..............................................

$
$

2,011.2
313.6
147.5

92.6

91.3

0.55
0.54

0.54
0.53

1,592.3
216.1
98.7

82.4

79.3

0.44
0.43

0.44
0.42

$
$

2,309.7
357.6
208.9

143.4

143.1

0.86
0.86

0.84
0.84

2,007.5
306.7
177.4

144.6

69.0

0.79
0.37

0.77
0.37

$
$

2,258.3
331.0
185.6

2,051.7
278.9
117.8

133.4

76.9

132.1

77.5

0.82
0.81

0.80
0.79

2,035.0
320.4
196.9

$
$

0.48
0.48

0.47
0.47

1,995.2
289.0
133.4

222.2

93.7

227.5

92.2

1.24
1.27

1.22
1.25

$
$

0.54
0.53

0.53
0.52

$
$

8,630.9
1,281.1
659.8

446.3

444.0

2.70
2.69

2.64
2.63

7,630.0
1,132.2
606.4

542.9

468.0

3.00
2.59

2.96
2.55

(a) Gross profit is shown after depreciation related to cost of sales of $268.6 million and $243.7 million for the years ended

December 31, 2011 and 2010, respectively.

(b) Earnings per share calculations for each quarter are based on the weighted average shares outstanding for that period. As a

result, the sum of the quarterly amounts may not equal the annual earnings per share amount.

(c) The quarterly 2010 amounts have been restated for the two-for-one stock split that was effective on February 15, 2011.

The unaudited quarterly results of operations included business consolidation and other costs and other significant items that affected
the company’s operating performance. Further details are included in Notes 3, 4 and 5.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

20. Subsidiary Guarantees of Debt

As discussed in Note 12, the company’s senior notes are guaranteed on a full, unconditional and joint and several basis by certain of
the company’s material domestic subsidiaries. These guarantees are required in support of the notes, are co-terminous with the terms
of the respective note indentures and would require performance upon certain events of default referred to in the respective guarantees.
The maximum potential amounts that could be required to be paid under the domestic guarantees are essentially equal to the then
outstanding principal and interest under the respective notes. The following is condensed, consolidating financial information (in
millions of dollars) for the company, segregating the guarantor subsidiaries and non-guarantor subsidiaries, as of December 31, 2011
and 2010, and for the years ended December 31, 2011, 2010 and 2009. Separate financial statements for the guarantor subsidiaries and
the non-guarantor subsidiaries are not presented because management has determined that such financial statements are not required
by the current regulations.

($ in millions)

Ball

Corporation

CONDENSED, CONSOLIDATING STATEMENT OF EARNINGS
For the Year Ended December 31, 2011
Non-Guarantor
Subsidiaries

Eliminating
Adjustments

Guarantor
Subsidiaries

Consolidated

Total

Net sales .....................................................

—

5,370.3

3,260.6

—

8,630.9

Costs and expenses

Cost of sales (excluding depreciation) ...
Depreciation and amortization ...............
Selling, general and administrative ........
Business consolidation and other

activities .............................................
Equity in results of subsidiaries .............
Intercompany license fees ......................

Earnings (loss) before interest and taxes ....

Interest expense ......................................
Debt refinancing costs ............................
Total interest expense ........................

Earnings (loss) before taxes ...................
Tax provision .........................................
Equity in results of affiliates, net ...........
Net earnings (loss) from continuing

operations .......................................
Discontinued operations, net of tax ........
Net earnings (loss) .............................

Less net earnings attributable to

noncontrolling interests ......................

Net earnings (loss) attributable

—
(4.2)
(77.5)

(3.4)
486.4
175.6
576.9

576.9

(156.8)
—
(156.8)

420.1
23.9
—

444.0
—
444.0

—

(4,504.5)
(147.4)
(197.6)

(12.1)
—
(152.6)
(5,014.2)

(2,576.7)
(149.5)
(106.3)

(14.8)
—
(23.0)
(2,870.3)

—
—
—

—
(486.4)
—
(486.4)

(7,081.2)
(301.1)
(381.4)

(30.3)
—
—
(7,794.0)

356.1

390.3

(486.4)

836.9

4.2
—
4.2

360.3
(155.9)
0.2

204.6
(2.3)
202.3

—

(24.5)
—
(24.5)

365.8
(69.3)
9.9

306.4
—
306.4

(22.3)

—
—
—

(486.4)
—
—

(486.4)
—
(486.4)

—

(177.1)
—
(177.1)

659.8
(201.3)
10.1

468.6
(2.3)
466.3

(22.3)

to Ball Corporation .................

444.0

202.3

284.1

(486.4) $

444.0

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

20. Subsidiary Guarantees of Debt (continued)

($ in millions)

Ball

Corporation

CONDENSED, CONSOLIDATING STATEMENT OF EARNINGS
For the Year Ended December 31, 2010
Non-Guarantor
Subsidiaries

Eliminating
Adjustments

Guarantor
Subsidiaries

Consolidated

Total

Net sales .....................................................

—

5,228.1

2,401.9

—

7,630.0

Costs and expenses

Cost of sales (excluding depreciation) ...
Depreciation and amortization ...............
Selling, general and administrative ........
Business consolidation and other

activities .............................................
Equity in results of subsidiaries .............
Intercompany license fees ......................

Earnings (loss) before interest and taxes ....

Interest expense ......................................
Debt refinancing costs ............................
Total interest expense ........................

Earnings (loss) before taxes ...................
Tax provision .........................................
Equity in results of affiliates, net ...........
Net earnings (loss) from continuing

operations .......................................
Discontinued operations, net of tax ........
Net earnings (loss) .............................

Less net earnings attributable to

noncontrolling interests ......................
Net earnings (loss) attributable to

—
(3.2)
(73.9)

(4.6)
476.7
161.5
556.5

556.5

(130.3)
(8.8)
(139.1)

417.4
49.9
—

467.3
0.7
468.0

—

(4,370.4)
(151.6)
(192.1)

0.7
—
(149.5)
(4,862.9)

(1,883.7)
(110.7)
(90.8)

14.9
—
(12.0)
(2,082.3)

—
—
—

—
(476.7)
—
(476.7)

(6,254.1)
(265.5)
(356.8)

11.0
—
—
(6,865.4)

365.2

319.6

(476.7)

764.6

1.6
—
1.6

366.8
(139.1)
0.8

228.5
(68.1)
160.4

—

(20.7)
—
(20.7)

298.9
(86.6)
117.2

329.5
(7.5)
322.0

(5.7)

—
—
—

(476.7)
—
—

(476.7)
—
(476.7)

—

(149.4)
(8.8)
(158.2)

606.4
(175.8)
118.0

548.6
(74.9)
473.7

(5.7)

Ball Corporation .........................

468.0

160.4

316.3

(476.7) $

468.0

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

20. Subsidiary Guarantees of Debt (continued)

($ in millions)

Ball

Corporation

CONDENSED, CONSOLIDATING STATEMENT OF EARNINGS
For the Year Ended December 31, 2009
Non-Guarantor
Subsidiaries

Eliminating
Adjustments

Guarantor
Subsidiaries

Consolidated

Total

Net sales .....................................................

—

4,549.4

2,161.0

—

6,710.4

Costs and expenses

Cost of sales (excluding depreciation) ...
Depreciation and amortization ...............
Selling, general and administrative ........
Business consolidation and other

activities .............................................
Gain on disposition ................................
Equity in results of subsidiaries .............
Intercompany license fees ......................

Earnings (loss) before interest and taxes ....
Interest expense ..........................................
Earnings (loss) before taxes .......................
Tax provision .............................................
Equity in results of affiliates, net ...............
Net earnings (loss) from continuing

operations ...........................................
Discontinued operations, net of tax ............
Net earnings (loss) .................................

Less net earnings attributable to

noncontrolling interests ..........................
Net earnings (loss) attributable to

—
(3.4)
(56.1)

(11.1)
—
431.3
46.9
407.6

407.6
(48.8)
358.8
28.7
—

387.5
0.4
387.9

—

(3,813.9)
(132.1)
(166.5)

(9.5)
34.8
—
(43.3)
(4,130.5)

418.9
(42.1)
376.8
(136.1)
0.7

241.4
2.6
244.0

—

(1,704.0)
(107.6)
(86.4)

(0.8)
—
—
(3.6)
(1,902.4)

258.6
(26.3)
232.3
(52.4)
13.1

193.0
(5.2)
187.8

(0.5)

—
—
—

—
—
(431.3)
—
(431.3)

(431.3)
—
(431.3)
—
—

(431.3)
—
(431.3)

—

(5,517.9)
(243.1)
(309.0)

(21.4)
34.8
—
—
(6,056.6)

653.8
(117.2)
536.6
(159.8)
13.8

390.6
(2.2)
388.4

(0.5)

Ball Corporation.................................

387.9

244.0

187.3

(431.3) $

387.9

Ball

Corporation

CONDENSED, CONSOLIDATING BALANCE SHEET
December 31, 2011
Non-Guarantor
Subsidiaries

Eliminating
Adjustments

Guarantor
Subsidiaries

Consolidated

Total

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

20. Subsidiary Guarantees of Debt (continued)

($ in millions)

ASSETS
Current assets

Cash and cash equivalents .........................
Receivables, net ........................................
Inventories, net ..........................................
Deferred taxes and other current assets .....
Total current assets ...........................
Property, plant and equipment, net ...................
Investment in subsidiaries .................................
Goodwill ...........................................................
Intangibles and other assets, net ........................
Total Assets ...................................

LIABILITIES AND SHAREHOLDERS’

EQUITY

Current liabilities

Short-term debt and current portion

of long-term debt ...................................
Accounts payable .....................................
Accrued employee costs............................
Other current liabilities .............................
Total current liabilities ......................
Long-term debt .................................................
Intercompany borrowings .................................
Employee benefit obligations............................
Deferred taxes and other liabilities ...................
Total liabilities ..............................

Shareholders’ equity

Convertible preferred stock .......................
Preferred shareholders’ equity ..........

Common stock ..........................................
Retained earnings ......................................
Accumulated other comprehensive

earnings (loss) .......................................
Treasury stock, at cost ...............................
Common shareholders’ equity ..........

Total Ball Corporation

shareholders’ equity ..................
Noncontrolling interests ............................
Total shareholders’ equity .................

Total Liabilities and

24.0
0.2
—
23.1
47.3
34.5
3,612.2
—
177.1
3,871.1

32.7
11.4
18.3
55.5
117.9
2,320.6
(26.4)
301.6
(61.7)
2,652.0

—
—

941.7
3,228.3

(335.2)
(2,615.7)
1,219.1

1,219.1
—
1,219.1

0.5
147.1
671.7
96.5
915.8
893.7
353.9
927.0
98.1
3,188.5

—
442.1
158.0
111.6
711.7
0.2
(295.9)
500.1
95.6
1,011.7

141.3
763.1
400.8
53.6
1,358.8
1,337.2
78.6
1,320.1
175.0
4,269.7

414.7
393.8
72.0
146.0
1,026.5
375.9
322.3
342.0
176.2
2,242.9

—
—

(4,044.7)

(4,044.7) $

165.8
910.4
1,072.5
173.2
2,321.9
2,265.4
—
2,247.1
450.2
7,284.6

—
—
—
—
—

—
—
—
—

—
—

4.8
4.8

(4.8)
(4.8)

802.0
1,679.5

662.0
1,211.5

(1,464.0)
(2,891.0)

(304.8)

(10.3)

315.1

2,176.7

1,863.2

(4,039.9)

2,176.7
—
2,176.7

1,868.0
158.9
2,026.9

(4,044.7)
—
(4,044.7)

447.4
847.3
248.3
313.1
1,856.1
2,696.7
—
1,143.7
210.1
5,906.6

—
—

941.7
3,228.3

(335.2)
(2,615.7)
1,219.1

1,219.1
158.9
1,378.0

Shareholders’ Equity .................

3,871.1

3,188.4

4,269.8

(4,044.7) $

7,284.6

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

20. Subsidiary Guarantees of Debt (continued)

($ in millions)

ASSETS
Current assets

Cash and cash equivalents .........................
Receivables, net ........................................
Inventories, net ..........................................
Current derivative contracts ......................
Deferred taxes and other current assets .....
Total current assets ...............................
Property, plant and equipment, net ...................
Investment in subsidiaries .................................
Goodwill ...........................................................
Noncurrent derivative contracts ........................
Intangibles and other assets, net ........................
Total Assets .......................................

LIABILITIES AND SHAREHOLDERS’

EQUITY

Current liabilities

Short-term debt and current portion

of long-term debt ...................................
Accounts payable .....................................
Accrued employee costs............................
Current derivative contracts ......................
Other current liabilities .............................
Total current liabilities ..........................
Long-term debt .................................................
Intercompany borrowings .................................
Employee benefit obligations............................
Noncurrent derivative contracts ........................
Deferred taxes and other liabilities ...................
Total liabilities ..................................

Shareholders’ equity

Convertible preferred stock .......................
Preferred shareholders’ equity ..............

Common stock ..........................................
Retained earnings ......................................
Accumulated other comprehensive

earnings (loss) .......................................
Treasury stock, at cost ...............................
Common shareholders’ equity ..............

Total Ball Corporation

shareholders’ equity ......................
Noncontrolling interests ............................
Total shareholders’ equity .....................

Total Liabilities and

Ball

Corporation

CONDENSED, CONSOLIDATING BALANCE SHEET
December 31, 2010
Non-Guarantor
Subsidiaries

Eliminating
Adjustments

Guarantor
Subsidiaries

Consolidated

Total

0.2
(0.5)
—
6.2
12.8
18.7
29.6
3,372.9
—
—
176.0
3,597.2

17.9
17.5
24.7
1.4
57.9
119.4
2,333.5
(536.7)
197.1
—
(34.1)
2,079.2

—
—

893.4
2,829.8

(82.1)
(2,123.1)
1,518.0

1,518.0
—
1,518.0

1.7
157.0
763.3
48.6
78.2
1,048.8
893.8
217.3
927.0
1.6
127.4
3,215.9

0.2
362.2
165.1
37.0
89.8
654.3
0.4
105.3
419.9
0.3
65.5
1,245.7

—
—

684.4
1,480.8

(195.0)
—
1,970.2

1,970.2
—
1,970.2

150.1
693.2
320.6
47.8
26.5
1,238.2
1,124.8
151.0
1,178.3
49.3
114.2
3,855.8

92.6
320.6
68.4
20.9
107.1
609.6
367.7
431.4
346.3
2.3
187.4
1,944.7

4.8
4.8

719.2
923.8

123.2
—
1,766.2

1,771.0
140.1
1,911.1

—
—
—
—
—
—
—
(3,741.2)
—
—
—
(3,741.2) $

152.0
849.7
1,083.9
102.6
117.5
2,305.7
2,048.2
—
2,105.3
50.9
417.6
6,927.7

—
—
—
—
—
—
—
—
—
—
—
—

(4.8)
(4.8)

(1,403.6)
(2,404.6)

71.8
—
(3,736.4)

(3,741.2)
—
(3,741.2)

110.7
700.3
258.2
59.3
254.8
1,383.3
2,701.6
—
963.3
2.6
218.8
5,269.6

—
—

893.4
2,829.8

(82.1)
(2,123.1)
1,518.0

1,518.0
140.1
1,658.1

Shareholders’ Equity .....................

3,597.2

3,215.9

3,855.8

(3,741.2) $

6,927.7

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

20. Subsidiary Guarantees of Debt (continued)

($ in millions)

Cash provided by (used in)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2011
Non-Guarantor

Ball
Corporation

Guarantor
Subsidiaries

Subsidiaries

Consolidated
Total

continuing operating activities ...............................

(71.3) $

677.0

351.0

956.7

Cash provided by (used in) discontinued operating

activities .................................................................
Total cash provided by (used in) operating

activities .............................................................

Cash flows from investing activities

Additions to property, plant and equipment ...........
Business acquisitions, net of cash acquired ...........
Investments in and advances to affiliates ...............
Other, net ...............................................................
Total cash provided by (used in) investing

activities .....................................................

Cash flows from financing activities

Long-term borrowings ...........................................
Repayments of long-term borrowings ....................
Change in short-term borrowings ..........................
Proceeds from issuances of common stock ............
Acquisitions of treasury stock ................................
Common dividends ................................................
Other, net ...............................................................

Cash provided by (used in) financing

activities .....................................................

Effect of exchange rate changes on cash ....................

Change in cash and cash equivalents .........................
Cash and cash equivalents — beginning of year ........
Cash and cash equivalents — end of year ..................

—

(71.3)

(9.9)
—
634.1
(15.0)

609.2

370.4
(380.5)
10.0
39.3
(513.2)
(45.7)
5.6

(514.1)

—

23.8
0.2
24.0

(4.1)

672.9

(164.5)
—
(543.1)
33.8

(673.8)

—
(0.3)
—
—
—
—
—

(0.3)

—

(1.2)
1.7
0.5

(4.2)

346.8

(269.4)
(295.2)
(91.0)
(17.8)

(673.4)

456.9
(435.0)
285.3
—
—
—
(9.6)

297.6

20.2

(8.8)
150.1
141.3

(8.3)

948.4

(443.8)
(295.2)
—
1.0

(738.0)

827.3
(815.8)
295.3
39.3
(513.2)
(45.7)
(4.0)

(216.8)

20.2

13.8
152.0
165.8

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

20. Subsidiary Guarantees of Debt (continued)

($ in millions)

Cash provided by (used in) continuing operating

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2010
Non-Guarantor
Subsidiaries

Guarantor
Subsidiaries

Ball
Corporation

Consolidated
Total

activities ...............................................................

64.3

268.8

167.2

500.3

0.4

64.7

(12.1)
—

—
—
—
13.4
(17.0)

(15.7)

—

18.8

287.6

(106.4)
(25.8)

—
261.5
0.1
(415.2)
16.2

(269.6)

(9.2)

(15.7)

(278.8)

(4.3)

162.9

(131.7)
(36.2)

(63.8)
—
—
401.8
14.2

184.3

—

184.3

370.7
(665.4)
5.0
—
—
—
(2.6)

(292.3)

(4.0)

50.9
99.2
150.1

14.9

515.2

(250.2)
(62.0)

(63.8)
261.5
0.1
—
13.4

(101.0)

(9.2)

(110.2)

2,231.6
(2,144.9)
15.1
47.5
(554.2)
(35.8)
(18.9)

(459.6)

(4.0)

(58.6)
210.6
152.0

0.7
(7.9)
—
—
—
—
—

(7.2)

—

1.6
0.1
1.7

1,860.2
(1,471.6)
10.1
47.5
(554.2)
(35.8)
(16.3)

Cash provided by (used in) discontinued operating

activities ...............................................................
Total cash provided by (used in) operating

activities ...........................................................

Cash flows from investing activities

Additions to property, plant and equipment .........
Business acquisitions, net of cash acquired .........
Acquisitions of equity affiliates, net of cash

acquired ............................................................
Proceeds from disposition, net of cash sold .........
Cash collateral, net ...............................................
Investments in and advances to affiliates .............
Other, net .............................................................

Cash provided by (used in) continuing

investing activities .......................................

Cash provided by (used in) discontinued

investing activities .......................................
Total cash provided by (used in) investing

activities ...................................................

Cash flows from financing activities

Long-term borrowings .........................................
Repayments of long-term borrowings ..................
Change in short-term borrowings ........................
Proceeds from issuances of common stock ..........
Acquisitions of treasury stock ..............................
Common dividends ..............................................
Other, net .............................................................
Cash provided by (used in) financing

activities ...................................................

(160.1)

Effect of exchange rate changes on cash ..................

—

Change in cash and cash equivalents .......................
Cash and cash equivalents — beginning of year ......
Cash and cash equivalents — end of year ................

(111.1)
111.3
0.2

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

20. Subsidiary Guarantees of Debt (continued)

($ in millions)

Cash provided by (used in) continuing

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2009
Non-Guarantor

Ball
Corporation

Guarantor
Subsidiaries

Subsidiaries

Consolidated
Total

operating activities .................................................

(88.4) $

301.4

265.0

478.0

Cash provided by (used in) discontinued operating

activities .................................................................
Total cash provided by (used in) operating

activities ............................................................

Cash flows from investing activities

Additions to property, plant and equipment ...........
Business acquisitions, net of cash acquired ...........
Proceeds from disposition, net of cash sold ...........
Cash collateral, net .................................................
Investments in and advances to affiliates ...............
Other, net ...............................................................

Cash provided by (used in) continuing

investing activities ........................................

Cash provided by (used in) discontinued

investing activities .........................................
Total cash provided by (used in)

investing activities .....................................

Cash flows from financing activities

Cash provided by (used in) financing

activities .....................................................

Effect of exchange rate changes on cash ................

Change in cash and cash equivalents .........................
Cash and cash equivalents — beginning of year ........
Cash and cash equivalents — end of year ..................

0.4

(88.0)

(2.9)
—
—
—
(383.6)
(3.8)

(390.3)

—

81.7

383.1

(78.8)
(574.7)
37.0
(0.9)
223.3
6.6

(387.5)

6.5

(390.3)

(381.0)

1,111.6
(565.1)
—
31.9
(37.0)
(37.4)
(4.6)

499.4

—

21.1
90.2
111.3

—
(1.9)
—
—
—
—
—

(1.9)

—

0.2
(0.1)
0.1

(0.4)

264.6

(76.2)
—
—
106.2
160.3
(0.4)

189.9

—

189.9

225.1
(529.8)
(92.0)
—
—
—
—

(396.7)

4.1

61.9
37.3
99.2

81.7

559.7

(157.9)
(574.7)
37.0
105.3
—
2.4

(587.9)

6.5

(581.4)

1,336.7
(1,096.8)
(92.0)
31.9
(37.0)
(37.4)
(4.6)

100.8

4.1

83.2
127.4
210.6

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

21. Contingencies

Ball is subject to numerous lawsuits, claims or proceedings arising out of the ordinary course of business, including actions related to
product liability; personal injury; the use and performance of company products; warranty matters; patent, trademark or other
intellectual property infringement; contractual liability; the conduct of the company’s business; tax reporting in domestic and foreign
jurisdictions; workplace safety; and environmental and other matters. The company has also been identified as a potentially
responsible party (PRP) at several waste disposal sites under U.S. federal and related state environmental statutes and regulations and
may have joint and several liability for any investigation and remediation costs incurred with respect to such sites. Some of these
lawsuits, claims and proceedings involve substantial amounts, including as described below, and some of the environmental
proceedings involve potential monetary costs or sanctions that may be material. Ball has denied liability with respect to many of these
lawsuits, claims and proceedings and is vigorously defending such lawsuits, claims and proceedings. The company carries various
forms of commercial, property and casualty, and other forms of insurance; however, such insurance may not be applicable or adequate
to cover the costs associated with a judgment against Ball with respect to these lawsuits, claims and proceedings. The company does
not believe that these lawsuits, claims and proceedings are material individually or in the aggregate. While management believes the
company has established adequate accruals for expected future liability with respect to pending lawsuits, claims and proceedings,
where the nature and extent of any such liability can be reasonably estimated based upon then presently available information, there
can be no assurance that the final resolution of any existing or future lawsuits, claims or proceedings will not have a material adverse
effect on the liquidity, results of operations or financial condition of the company.

As previously reported in 2010, the company was served with a claim by Hess Corporation (Hess) in the U.S. District Court for the
Northern District of New York. Hess alleges that the company and certain affiliates breached an agreement to purchase electricity
from Hess related to Ball Plastic Container Corp.’s former Baldwinsville, New York, plant and claims damages in the range of
$5 million. Discovery has been completed and both parties have filed motions for summary judgment. Based on the information
available to the company at the present time, the company does not believe that this matter will have a material adverse effect upon the
liquidity, results of operations or financial condition of the company.

As previously reported, in 2010 Ball Corporation’s Canadian subsidiary, Ball Packaging Products Canada Corp. (Ball Canada), was
advised by the Ontario Ministry of the Environment (the Ministry) that the Ministry would post, for public comment, a proposed
Order under the Environmental Protection Act. The proposed Order would have required Ball Canada to remediate areas that were
allegedly contaminated by its predecessor company, Marathon Paper Mills of Canada Limited, including the mill site and the adjacent
harbor. That company operated a pulp mill on the north shore of Lake Superior for many years until it was sold to James River
Company in 1983. During 2011 and 2010, Ball Canada engaged in mediated discussions with the Ministry and two successor owners
and/or operators of the pulp mill with a view to Ball Canada and such owners and/or operators settling all known outstanding claims
of the Ministry and against one another and other interested parties. In September 2011, the three companies and the Ministry reached
a mediated settlement agreement pursuant to which Ball Canada was required to pay $3.5 million, mainly towards the remediation of
the harbor. The other two companies and the governments of Ontario and Canada were required to make similar monetary and/or in
kind contributions towards the remediation of the mill site and/or the harbor. In October 2011, the settlement was approved by the
Ontario Environmental Review Tribunal and the matter was fully concluded during the fourth quarter of 2011. Ball Canada and its
affiliates were released by the Ministry and its Canadian (federal) counterpart from all known obligations and liabilities related to the
mill site and the harbor. Ball Canada concurrently received reimbursement totaling $2 million related to the settlement of this matter
under various insurance policies that were issued in favor of its predecessor company.

As previously reported, in 2005 Ball Metal Beverage Container Corp. (BMBCC), a wholly owned subsidiary of the company, was
served with an amended complaint filed by Crown Packaging Technology, Inc. et. al. (Crown), in the U.S. District Court for the
Southern District of Ohio, U.S., Western Division at Dayton, Ohio., U.S. The complaint alleges that the manufacture, sale and use of
certain ends by BMBCC and its customers infringes certain claims of Crown’s U.S. patents. The complaint seeks unspecified
monetary damages, fees, and declaratory and injunctive relief. BMBCC has formally denied the allegations of the complaint. In
September 2009, the District Court granted the portion of Ball’s motion for summary judgment that addressed invalidity, holding that
the asserted patent claims were invalid for failure to comply with the written description requirement and because they were
anticipated by prior art.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

21. Contingencies (continued)

Crown appealed to the U.S. Circuit Court of Appeals for the Federal Circuit, which reversed the District Court’s decision by a two-to-
one majority in April 2011. BMBCC’s petition to the appellate court for a rehearing of the case was denied in June 2011. The case
was remanded to the District Court, which then addressed the non-infringement portion of BMBCC’s motion for summary judgment
that the court had previously elected not to decide. On January 31, 2012, the District Court granted BMBCC’s motion for summary
judgment for non-infringement. Based on the information available to the company at the present time, the company does not believe
that this matter will have a material adverse effect upon the liquidity, results of operations or financial condition of the company.

As previously reported, the U.S. Environmental Protection Agency (USEPA) considers the company a PRP with respect to the Lowry
Landfill site located east of Denver, Colorado. In 1992, the company was served with a lawsuit filed by the City and County of Denver
(Denver) and Waste Management of Colorado, Inc., seeking contributions from the company and approximately 38 other companies.
The company filed its answer denying the allegations of the complaint. Subsequently in 1992, the company was served with a third-
party complaint filed by S.W. Shattuck Chemical Company, Inc., seeking contribution from the company and other companies for the
costs associated with cleaning up the Lowry Landfill. The company denied the allegations of the complaint.

Also in 1992, the company entered into a settlement and indemnification agreement with Chemical Waste Management, Inc., and
Waste Management of Colorado, Inc. (collectively Waste Management) and Denver pursuant to which Waste Management and
Denver dismissed their lawsuit against the company, and Waste Management agreed to defend, indemnify and hold harmless the
company from claims and lawsuits brought by governmental agencies and other parties relating to actions seeking contributions or
remedial costs from the company for the cleanup of the site. Waste Management, Inc., has agreed to guarantee the obligations of
Waste Management. Waste Management and Denver may seek additional payments from the company if the response costs related to
the site exceed $319 million. In 2003 Waste Management, Inc., indicated that the cost of the site might exceed $319 million in 2030,
approximately three years before the projected completion of the project. The company might also be responsible for payments (based
on 1992 dollars) for any additional wastes that may have been disposed of by the company at the site but which are identified after the
execution of the settlement agreement. While remediating the site, contaminants were encountered, which could add an additional
cleanup cost of approximately $10 million. This additional cleanup cost could, in turn, add approximately $1 million to total site costs
for the PRP group.

At this time, there are no Lowry Landfill actions in which the company is actively involved. Based on the information available to the
company at this time, we do not believe that this matter will have a material adverse effect upon the liquidity, results of operations or
financial condition of the company.

22. Indemnifications and Guarantees

General Guarantees

During the normal course of business, the company or its appropriate consolidated direct or indirect subsidiaries have made certain
indemnities, commitments and guarantees under which the specified entity may be required to make payments in relation to certain
transactions. These indemnities, commitments and guarantees include indemnities to the customers of the subsidiaries in connection
with the sales of their packaging and aerospace products and services; guarantees to suppliers of subsidiaries of the company
guaranteeing the performance of the respective entity under a purchase agreement, construction contract or other commitment;
guarantees in respect of certain foreign subsidiaries’ pension plans; indemnities for liabilities associated with the infringement of third
party patents, trademarks or copyrights under various types of agreements; indemnities to various lessors in connection with facility,
equipment, furniture and other personal property leases for certain claims arising from such leases; indemnities to governmental
agencies in connection with the issuance of a permit or license to the company or a subsidiary; indemnities pursuant to agreements
relating to certain joint ventures; indemnities in connection with the sale of businesses or substantially all of the assets and specified
liabilities of businesses; and indemnities to directors, officers and employees of the company to the extent permitted under the laws of
the State of Indiana and the United States of America. The duration of these indemnities, commitments and guarantees varies and, in
certain cases, is indefinite. In addition many of these indemnities, commitments and guarantees do not provide for any limitation on
the maximum potential future payments the company could be obligated to make. As such, the company is unable to reasonably
estimate its potential exposure under these items.

Ball Corporation and Subsidiaries
Notes to Consolidated Financial Statements

22. Indemnifications and Guarantees (continued)

The company has not recorded any liability for these indemnities, commitments and guarantees in the accompanying consolidated
balance sheets. The company does, however, accrue for payments under promissory notes and other evidences of incurred
indebtedness and for losses for any known contingent liability, including those that may arise from indemnifications, commitments
and guarantees, when future payment is both reasonably estimable and probable. Finally, the company carries specific and general
liability insurance policies and has obtained indemnities, commitments and guarantees from third party purchasers, sellers and other
contracting parties, which the company believes would, in certain circumstances, provide recourse to any claims arising from these
indemnifications, commitments and guarantees.

Debt Guarantees

The company’s senior notes and senior credit facilities are guaranteed on a full, unconditional and joint and several basis by certain of
the company’s material domestic subsidiaries and the domestic subsidiary borrowers, and obligations of the subsidiary borrowers
under the senior credit facilities are guaranteed by the company. Loans borrowed under the senior credit facilities by foreign
subsidiary borrowers are also effectively guaranteed by certain of the company’s foreign subsidiaries by pledges of stock of the
foreign subsidiary borrowers and stock of material foreign subsidiaries. These guarantees are required in support of the notes and
credit facilities referred to above, are co-terminous with the terms of the respective note indentures and credit agreements and would
require performance upon certain events of default referred to in the respective guarantees. The maximum potential amounts which
could be required to be paid under the domestic guarantees are essentially equal to the then outstanding principal and interest under
the respective notes and credit agreements, or under the applicable tranche, and the maximum potential amounts that could be required
to be paid under the foreign stock pledges by foreign subsidiaries are essentially equal to the value of the stock pledged. The company
is not in default under the above notes or credit facilities. The condensed consolidating financial information for the guarantor and
non-guarantor subsidiaries is presented in Note 20 of this annual report. Separate financial statements for the guarantor subsidiaries
and the non-guarantor subsidiaries are not presented because management has determined that such financial statements are not
required by the current regulations.

Accounts Receivable Securitization

Ball Capital Corp. II is a separate, wholly owned corporate entity created for the purchase of accounts receivable from certain of the
company’s wholly owned subsidiaries. Ball Capital Corp. II’s assets will be available first to satisfy the claims of its creditors. The
company has been designated as the servicer pursuant to an agreement whereby Ball Capital Corp. II may sell and assign the accounts
receivable to a commercial lender or lenders. As the servicer, the company is responsible for the servicing, administration and
collection of the receivables and is primarily liable for the performance of such obligations. The company, the relevant subsidiaries
and Ball Capital Corp. II are not in default under the above credit arrangement.

23. Subsequent Events

On February 1, 2012, in a privately negotiated transaction, the company entered into an accelerated share repurchase agreement to buy
$200 million of our common shares using cash on hand and available borrowings. The company advanced the $200 million on
February 3, 2012, and received 4,584,819 shares, which represented 90 percent of the total shares as calculated using the January 31,
2011, closing price of $39.26. The final number of shares will be determined based on the volume weighted average trading price of
the company’s shares over an agreed upon period of time.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no matters required to be reported under this item.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures to seek to ensure that material information relating to the company, including
its consolidated subsidiaries, is made known to the officers who certify the company’s financial reports and to other members of
senior management and the board of directors. Based on their evaluation as of December 31, 2011, the chief executive officer and
chief financial officer of the company have concluded that the company’s disclosure controls and procedures (as defined in Rules 13a-
15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective.

During the year ended 2011, the company implemented a new enterprise resource planning system in its metal beverage packaging,
Americas, segment which included modifications to certain processes and related controls for the financial reporting of the segment.
This implementation was not undertaken in response to any identified deficiency or weakness to internal controls over financial
reporting. The company has conducted post-implementation monitoring to ensure the on-going effectiveness of internal control over
financial reporting. There were no other changes to internal controls over financial reporting during 2011 that have materially
affected, or are reasonably likely to materially effect, the company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our chief
executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial
reporting based on the framework in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation under the framework in “Internal Control — Integrated
Framework,” our management concluded that our internal control over financial reporting was effective as of December 31, 2011.

As permitted by SEC guidance, management has excluded the operations of Aerocan S.A.S. (acquired by the company in January
2011) and Qingdao M.C. Packaging Ltd. (acquired by the company in October 2011) from its assessment of internal control over
financial reporting. (Additional details regarding the acquisition are available in Note 3 to the consolidated financial statements within
Item 8 of this report on Form 10-K.) The acquired operations had combined assets and combined net sales representing 6 percent and
2 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2011. The
controls for Aerocan S.A.S. and Qingdao M.C. Packaging Ltd. will be evaluated for inclusion in management’s assessment of internal
control over financial reporting in 2012.

The effectiveness of our internal control over financial reporting as of December 31, 2011, has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8,
“Financial Statements and Supplementary Data.”

Changes in Internal Control

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2011, that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

There were no matters required to be reported under this item.

Item 10. Directors, Executive Officers and Corporate Governance of the Registrant

The executive officers of the company as of February 22, 2012, were as follows:

Part III

John A. Hayes, 46, President and Chief Executive Officer since January 2011; President and Chief Operating Officer from
January 2010 to January 2011; Executive Vice President and Chief Operating Officer from January 2008 to December 2009;
Senior Vice President, Ball Corporation, and President, Ball Packaging Europe, 2007 to January 2008; Vice President, Ball
Corporation, and President, Ball Packaging Europe, 2006 to 2007; Vice President, Ball Corporation, and Executive Vice President
of Ball’s European packaging business, 2005 to 2006; Vice President, Corporate Strategy, Marketing and Development, 2003 to
2005; Vice President, Corporate Planning and Development, 2000 to 2003; Senior Director, Corporate Planning and
Development, 1999 to 2000.

2. Raymond J. Seabrook, 60, Executive Vice President and Chief Operating Officer, Global Packaging Operations, since January
2010; Executive Vice President and Chief Financial Officer from April 2006 to December 31, 2009; Senior Vice President and
Chief Financial Officer, April 2000 to April 2006; Senior Vice President, Finance, April 1998 to April 2000; Vice President,
Planning and Control, 1996 to 1998; Vice President and Treasurer, 1992 to 1996; Senior Vice President and Chief Financial
Officer, Ball Packaging Products Canada, Inc., 1988 to 1992.

3. Scott C. Morrison, 49, Senior Vice President and Chief Financial Officer since January 2010; Vice President and Treasurer from

2002 to December 2009; and Treasurer, 2000 to 2002.

4. Lisa A. Pauley, 50, Senior Vice President, Human Resources and Administration since July 2011; Vice President, Administration
and Compliance since April 2007 to July 2011; Senior Director, Administration and Compliance, 2004 to April 2007; Vice
President, Finance and Administration for BATC, 2002 to 2004; Vice President, Administrative Services for BATC, 2000 to
2002; various other positions within the company, 1981 to 2000.

5. Charles E. Baker, 54, Vice President, General Counsel and Corporate Secretary since July 2011; Vice President, General Counsel
and Assistant Corporate Secretary from April 2004 to July 2011; Associate General Counsel, 1999 to April 2004; Senior Director,
Business Development, 1995 to 1999; Director, Corporate Compliance, 1994 to 1997; Director, Business Development, 1993
to1995.

6. Shawn M. Barker, 44, Vice President and Controller since January 2010; Vice President, Operations Accounting, 2006 to

December 2009; Corporate Director, Financial Planning and Analysis, 2004 to 2006; Manager, Planning and Analysis, 2003 to
2004.

7. Douglas K. Bradford, 54, Vice President, Financial Reporting and Tax since January 2010; Vice President and Controller from

2003 to December 2009; Controller, 2002 to 2009; Assistant Controller, 1998 to 2002; Senior Director, Tax Administration, 1995
to 1998; Director, Tax Administration, 1989 to 1995.

Jeffrey A. Knobel, 40, Vice President and Treasurer since April 2011; Treasurer from April 2010 to April 2011; Senior Director,
Treasury, 2008 to April 2010; Director, Treasury Operations, 2005 to 2008; Vice President and Treasurer, Ball Packaging Europe,
December 2002 to 2005; Director, Corporate Accounting, January to December 2002; Manager, Financial Accounting, 1997 to
2001.

James N. Peterson, 43, Vice President, Marketing and Corporate Affairs since January 2011; Vice President, Marketing and
Corporate Relations, 2008 to January 26, 2011; Director, Marketing North America, March 2006 to 2008; Vice President,
Marketing & Business Development, U.S. Can Company, 2004 to March 2006.

10. Leroy J. Williams, Jr., 46, Vice President, Information Technology and Services, since April 2007; Vice President, Information
Systems, April 2005 to April 2007; Executive Director, Colorado Department of Labor & Employment, February 2005 to
April 2005; Secretary of Technology and Chief Information Officer, 2003 to January 2005; Chief Information Officer, Colorado
Department of Personnel and Administration, 2001 to 2002.

Other information required by Item 10 appearing under the caption “Director Nominees and Continuing Directors” and
“Section 16(a) Beneficial Ownership Reporting Compliance,” of the company’s proxy statement to be filed pursuant to Regulation
14A within 120 days after December 31, 2011, is incorporated herein by reference.

Item 11. Executive Compensation

The information required by Item 11 appearing under the caption “Executive Compensation” in the company’s proxy statement, to be
filed pursuant to Regulation 14A within 120 days after December 31, 2011, is incorporated herein by reference. Additionally, the Ball
Corporation 2000 Deferred Compensation Company Stock Plan, the Ball Corporation 2005 Deferred Compensation Company Stock
Plan, the Ball Corporation Deposit Share Program and the Ball Corporation Directors Deposit Share Program were created to
encourage key executives and other participants to acquire a larger equity ownership interest in the company and to increase their
interest in the company’s stock performance. Non-employee directors may also be a participant in the 2000 Deferred Compensation
Company Stock Plan and the 2005 Deferred Compensation Company Stock Plan.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The information required by Item 12 appearing under the caption “Voting Securities and Principal Shareholders,” in the company’s
proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, 2011, is incorporated herein by reference.

Securities authorized for issuance under equity compensation plans are summarized below:

Equity Compensation Plan Information

Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
(A)

Weighted-average
Exercise Price of
Outstanding Options,
Warrants and Rights
(B)

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (A))
(C)

10,943,025

—
10,943,025

23.64

—
23.64

6,213,907

—
6,213,907

Plan category

Equity compensation plans approved by

security holders .....................................
Equity compensation plans not approved by
security holders .....................................
Total ......................................................

Item 13. Certain Relationships and Related Transactions

The information required by Item 13 appearing under the caption “Ratification of the Appointment of Independent Registered Public
Accounting Firm,” in the company’s proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31,
2011, is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

The information required by Item 14 appearing under the caption “Certain Committees of the Board,” in the company’s proxy
statement to be filed pursuant to Regulation 14A within 120 days after December 31, 2011, is incorporated herein by reference.

Part IV

Item 15. Exhibits, Financial Statement Schedules

(a)

(1) Financial Statements:

The following documents are included in Part II, Item 8:

Report of independent registered public accounting firm

Consolidated statements of earnings — Years ended December 31, 2011, 2010 and 2009

Consolidated balance sheets — December 31, 2011 and 2010

Consolidated statements of cash flows — Years ended December 31, 2011, 2010 and 2009

Consolidated statements of shareholders’ equity and comprehensive earnings — Years ended December 31, 2011, 2010
and 2009

Notes to consolidated financial statements

(2) Financial Statement Schedules:

Financial statement schedules have been omitted, as they are either not applicable, are considered insignificant or the
required information is included in the consolidated financial statements or notes thereto.

(3) Exhibits:

See the Index to Exhibits, which appears at the end of this document and is incorporated by reference herein.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

BALL CORPORATION
(Registrant)

By:

/s/ John A. Hayes
John A. Hayes
President and Chief Executive Officer
February 22, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

(1)

Principal Executive Officer:

/s/ John A. Hayes
John A. Hayes

(2)

Principal Financial and Accounting Officer:

/s/ Scott C. Morrison
Scott C. Morrison

(3) Controller:

/s/ Shawn M. Barker
Shawn M. Barker

(4) A Majority of the Board of Directors:

/s/ Robert W. Alspaugh
Robert W. Alspaugh

/s/ Hanno C. Fiedler
Hanno C. Fiedler

/s/ John A. Hayes
John A. Hayes

/s/ R. David Hoover
R. David Hoover

/s/ John F. Lehman
John F. Lehman

/s/ Georgia R. Nelson
Georgia R. Nelson

/s/ Jan Nicholson
Jan Nicholson

/s/ George M. Smart
George M. Smart

President and Chief Executive Officer
February 22, 2012

Senior Vice President and Chief Financial Officer
February 22, 2012

Vice President and Controller
February 22, 2012

Director
February 22, 2012

Chairman of the Board and Director
February 22, 2012

Director
February 22, 2012

/s/ Theodore M. Solso
Theodore M. Solso

/s/ Stuart A. Taylor II
Stuart A. Taylor II

/s/ Erik H. van der Kaay
Erik H. van der Kaay

Director
February 22, 2012

* By John A. Hayes as Attorney-in-Fact pursuant to a Limited Power of Attorney executed by the directors listed above, which Power

of Attorney has been filed with the Securities and Exchange Commission.

BALL CORPORATION
(Registrant)

By:

/s/ John A. Hayes
John A. Hayes
As Attorney-in-Fact
February 22, 2012

Ball Corporation and Subsidiaries
Annual Report on Form 10-K
For the Year Ended December 31, 2011

Index to Exhibits

Description of Exhibit

Share Sale and Transfer Agreement dated August 29/30, 2002, among Schmalbach-Lubeca Holding GmbH, AV Packaging
GmbH, Ball Pan-European Holdings, Inc. and Ball Corporation (filed by incorporation by reference to Ball Corporation’s
Quarterly Report on Form 10-Q for the quarter ended September 29, 2002) filed November 14, 2002.

Amendment Agreement, dated December 18, 2002, among Schmalbach-Lubeca Holding GmbH, AV Packaging GmbH,
Ball Pan-European Holdings, Inc., Ball Corporation and Ball (Germany) Acquisition GmbH, amending the Share Sale and
Transfer Agreement, dated August 29/30, 2002, among Schmalbach-Lubeca Holding GmbH, AV Packaging GmbH, Ball
Pan-European Holdings, Inc. and Ball Corporation (filed by incorporation by reference to the Current Report on Form 8-K,
dated December 19, 2002) filed December 31, 2002.

Exhibit
Number

2.1

2.2

3.i

Amended Articles of Incorporation as of June 24, 2005 (filed by incorporation by reference to the Quarterly Report on
Form 10-Q dated July 3, 2005) filed August 9, 2005.

3.ii

Bylaws of Ball Corporation as amended January 25, 2012. (Filed herewith.)

4.1(a)

4.1(b)

4.1(c)

4.1(d)

4.1(e)

4.1(f)

4.1(g)

Registration Rights Agreement, dated as of December 19, 2002, by and among Ball Corporation, Lehman Brothers, Inc.,
Deutsche Bank Securities Inc., Banc of America Securities LLC, Banc One Capital Markets, Inc., BNP Paribas Securities
Corp., Dresdner Kleinwort Wasserstein-Grantchester, Inc., McDonald Investments Inc., Sun Trust Capital Markets, Inc.
and Wells Fargo Brokerage Services, LLC and certain subsidiary guarantors of Ball Corporation (filed by incorporation by
reference to Exhibit 4.1 of the Current Report on Form 8-K, dated December 19, 2002) filed December 31, 2002.

Senior Note Indenture dated as of December 19, 2002, by and among Ball Corporation, certain subsidiary guarantors of
Ball Corporation and The Bank of New York, as Trustee (filed by incorporation by reference to the Current Report on
Form 8-K dated December 19, 2002) filed December 31, 2002.

Senior Note Indenture dated as of March 27, 2006, by and among Ball Corporation and The Bank of New York Trust
Company N.A. (filed by incorporation by reference to the Current Report on Form 8-K dated March 27, 2006) filed
March 30, 2006. First Supplemental Indenture dated March 27, 2006, among Ball Corporation, the guarantors named
therein and The Bank of New York Trust Company, N.A. (filed by incorporation by reference to Exhibit 4.2 of the Current
Report on Form 8-K, dated March 27, 2006) filed March 30, 2006.

Second Supplemental Indenture dated August 20, 2009, among Ball Corporation, the guarantors named therein and The
Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (filed
by incorporation by reference to Exhibit 4.2 of the Current Report on Form 8-K, dated August 26, 2009) filed August 26,
2009.

Third Supplemental Indenture dated August 20, 2009, among Ball Corporation, the guarantors named therein and The Bank
of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (filed by
incorporation by reference to Exhibit 4.3 of the Current Report on Form 8-K dated August 26, 2009) filed on August 26,
2009.

Fourth Supplemental Indenture dated March 22, 2010, among Ball Corporation, the guarantors named therein and The
Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as The
Bank of New York)) (filed by incorporation by reference to Exhibit 4.2 of the Current Report on Form 8-K dated March 17,
2010) filed March 23, 2010.

Fifth Supplemental Indenture, dated November 18, 2010, among Ball Corporation, the guarantors named therein and The
Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as The
Bank of New York)) (filed by incorporation by reference to Exhibit 4.2 of the Current Report on Form 8-K dated
November 15, 2010) filed November 19, 2010.

Exhibit
Number

4.1(h)

4.1(i)

4.1(j)

Description of Exhibit

Underwriting Agreement dated August 11, 2009, among Ball Corporation the subsidiary guarantors and Goldman, Sachs &
Co., as representative of several underwriters named therein (filed by incorporation by reference to Exhibit 1.1 of the
Current Report on Form 8-K dated August 14, 2009) filed on August 14, 2009.

Underwriting Agreement dated March 17, 2010, among Ball Corporation, the subsidiary guarantors and Deutsche Bank
Securities Inc., as representative of the several underwriters named therein (filed by incorporation by reference to
Exhibit 1.1 of the Current Report on Form 8-K dated March 17, 2010) filed March 23, 2010.

Underwriting Agreement dated November 15, 2010, among Ball Corporation, the subsidiary guarantors and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as representative of the several underwriters named therein (filed by incorporation by
reference to Exhibit 1.1 of the Current Report on Form 8-K dated November 15, 2010) filed November 19, 2010.

4.1(k)

Rights Agreement dated as of July 26, 2006, between Ball Corporation and Computershare Investor Services, LLC (filed by
incorporation by reference to the Current Report on Form 8-K dated July 26, 2006) filed July 27, 2006.

4.1(l)

First Amendment to the Rights Agreement dated January 23, 2008, (filed by incorporation by reference to the Current
Report on Form 8-K dated January 23, 2008) filed January 24, 2008.

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.17

10.18

10.19

Ball Corporation Deferred Incentive Compensation Plan (filed by incorporation by reference to the Annual Report on
Form 10-K for the year ended December 31, 1987) filed March 25, 1988.

Ball Corporation 1986 Deferred Compensation Plan, as amended July 1, 1994 (filed by incorporation by reference to the
Quarterly Report on Form 10-Q for the quarter ended July 3, 1994) filed August 17, 1994.

Ball Corporation 1988 Deferred Compensation Plan, as amended July 1, 1994 (filed by incorporation by reference to the
Quarterly Report on Form 10-Q for the quarter ended July 3, 1994) filed August 17, 1994.

Ball Corporation 1989 Deferred Compensation Plan, as amended July 1, 1994 (filed by incorporation by reference to the
Quarterly Report on Form 10-Q for the quarter ended July 3, 1994) filed August 17, 1994.

Amended and Restated Form of Severance Benefit Agreement that exists between the company and its executive officers,
effective as of August 1, 1994, and as amended on January 24, 1996 (filed by incorporation by reference to the Quarterly
Report on Form 10-Q for the quarter ended March 22, 1996) filed May 15, 1996.

Ball Corporation 1986 Deferred Compensation Plan for Directors, as amended October 27, 1987 (filed by incorporation by
reference to the Annual Report on Form 10-K for the year ended December 31, 1990) filed April 1, 1991.

1991 Restricted Stock Plan for Nonemployee Directors of Ball Corporation (filed by incorporation by reference to the
Form S-8 Registration Statement, No. 33-40199) filed April 26, 1991.

Ball Corporation Economic Value Added Incentive Compensation Plan dated January 1, 1994 (filed by incorporation by
reference to the Annual Report on Form 10-K for the year ended December 31, 1994) filed March 29, 1995.

Ball Corporation 1997 Stock Incentive Plan (filed by incorporation by reference to the Form S-8 Registration Statement,
No. 333-26361) filed May 1, 1997.

1993 Stock Option Plan (filed by incorporation by reference to the Form S-8 Registration Statement, No. 33-61986) filed
April 30, 1993.

Ball Corporation 2005 Deferred Compensation Plan, effective January 1, 2005 (filed by incorporation by reference to the
Current Report on Form 8-K dated December 23, 2005) filed December 23, 2005.

Ball Corporation 2005 Deferred Compensation Company Stock Plan, effective January 1, 2005 (filed by incorporation by
reference to the Current Report on Form 8-K dated December 23, 2005) filed December 23, 2005.

Ball Corporation 2005 Deferred Compensation Plan for Directors, effective January 1, 2005 (filed by incorporation by
reference to the Current Report on Form 8-K dated December 23, 2005) filed December 23, 2005.

Exhibit
Number

10.20

10.21

10.22

10.23

10.24

10.25

10.26

18.1

18.2

18.3

Description of Exhibit

Ball Corporation 2005 Stock and Cash Incentive Plan filed by incorporation by reference to the Proxy Statement filed
March 18, 2005.

Ball Corporation 2010 Stock and Cash Incentive Plan filed by incorporation by reference to the Proxy Statement filed
March 12, 2010.

Credit Agreement dated October 13, 2005, among Ball Corporation, Ball European Holdings S.ar.l., Ball Packaging
Products Canada Corp. and each Other Subsidiary Borrower, Deutsche Bank AG, New York Branch, as a Lender,
Administrative Agent and Collateral Agent and The Bank of Nova Scotia, as the Canadian Administrative Agent (filed by
incorporation by reference to the Current Report on Form 8-K dated October 17, 2005) filed October 17, 2005.

First Amendment to Credit Agreement by and between Ball Corporation, Ball European Holdings S.ar.l., as lenders and
Deutsche Bank AG, New York Branch, as Administrative Agent for the lenders with Deutsche Bank Securities Inc. and J.P.
Morgan Securities Inc., as joint lead arrangers for the Term D Loans (filed by incorporation by reference to the Current
Report on Form 8-K dated March 27, 2006) filed March 30, 2006.

Credit Agreement dated December 21, 2010, among Ball Corporation, Certain Subsidiaries of Ball Corporation, Deutsche
Bank AG New York Branch, as Administrative Agent and Various Lending Institutions (filed by incorporation by reference
to the Annual Report on Form 10-K for the year ended December 31, 2010) filed February 28, 2011.

Subsidiary Guaranty Agreement dated as of October 13, 2005, among Certain Domestic Subsidiaries listed therein as
Guarantors, and Deutsche Bank AG, New York Branch, as Administrative Agent (filed by incorporation by reference to the
Current Report on Form 8-K dated October 17, 2005) filed October 17, 2005.

Subsidiary Guaranty Agreement dated as of December 21, 2010, among Certain Domestic Subsidiaries listed therein as
Guarantors, and Deutsche Bank AG, New York Branch, as Administrative Agent (filed by incorporation by reference to the
Annual Report on Form 10-K for the year ended December 31, 2010) filed February 28, 2011.

Statement re: Computation of Earnings per Share (filed by incorporation by reference to the notes to the consolidated
financial statements in Item 8, “Financial Statements and Supplementary Data”).

Statement re: Computation of Ratio of Earnings to Fixed Charges. (Filed herewith.)

Ball Corporation Executive Officers and Board of Directors Business Ethics Statement, revised July 27, 2010 (filed by
incorporation by reference to the Annual Report on Form 10-K for the year ended December 31, 2010) filed February 28,
2011.

Letter re: Change in Accounting Principles regarding change in pension plan valuation measurement date (filed by
incorporation by reference to the Annual Report on Form 10-K for the year ended December 31, 2002) filed March 27,
2003.

Letter re: Change in Accounting Principles regarding the change in accounting for certain inventories (filed by
incorporation by reference to the Annual Report on Form 10-K for the year ended December 31, 2006) filed February 22,
2007.

Letter re: Change in Accounting Principles regarding the change in testing date for potential impairment of goodwill (filed
by incorporation by reference to the Annual Report on Form 10-K for the year ended December 31, 2010) filed
February 25, 2010.

List of Subsidiaries of Ball Corporation. (Filed herewith.)

Consent of Independent Registered Public Accounting Firm. (Filed herewith.)

Limited Power of Attorney. (Filed herewith.)

Exhibit
Number

31.1

31.2

32.1

32.2

99.1

99.2

101

Description of Exhibit

Certifications pursuant to Rule 13a-14(a) or Rule 15d-14(a), by John A. Hayes, President and Chief Executive Officer of
Ball Corporation. (Filed herewith.)

Certifications pursuant to Rule 13a-14(a) or Rule 15d-14(a), by Scott C. Morrison, Senior Vice President and Chief
Financial Officer of Ball Corporation. (Filed herewith.)

Certifications pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States
Code, by John A. Hayes, President and Chief Executive Officer of Ball Corporation. (Furnished herewith.)

Certifications pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States
Code, Scott C. Morrison, Senior Vice President and Chief Financial Officer of Ball Corporation. (Furnished herewith.)

Specimen Certificate of Common Stock (filed by incorporation by reference to the Annual Report on Form 10-K for the
year ended December 31, 1979) filed March 24, 1980.

Cautionary statement for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as
amended. (Filed herewith.)

The following financial information from Ball Corporation’s Annual Report on Form 10-K for the year ended
December 31, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of
Earnings, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated
Statements of Shareholders’ Equity and Comprehensive Earnings and (v) Notes to Consolidated Financial Statements.
(Furnished herewith.)

of Selected Financial Data |2011

Ten-Year Review

Ball Corporation and Subsidiaries

($ in millions, except per share amounts )

2011

2010

2009

2008

2007

2006

2005

2004

2003

2002

Net sales . . . . . . . . . . . . . . . . . . . . . . . .

$ 8,630.9 $ 7,630 .0 $ 6,710 .4 $ 6,826 .1 $ 6,722 .9 $ 5,927 .9 $ 5,263 .7 $ 5,039 .2 $ 4,601 .0 $ 3,503 .7

Legal settlement . . . . . . . . . . . . . . . . .

–

−

(85 .6)

−

Total net sales . . . . . . . . . . . . . . . . . . .

$ 8,630.9 $ 7,630 .0 $ 6,710 .4 $ 6,826 .1 $ 6,637 .3 $ 5,927 .9 $ 5,263 .7 $ 5,039 .2 $ 4,601 .0 $ 3,503 .7

Net earnings (loss) attributable

to Ball Corporation(a) . . . . . . . . . . .

$ 444.0 $ 468 .0 $

387 .9 $

319 .5 $ 281 .3 $ 329 .6 $ 272 .1 $ 302 .1 $ 232 .2 $ 152 .6

Return on average common

shareholders’ equity . . . . . . . . . . .

32.4%

30 .2%

29 .1%

26 .3%

22 .4%

32 .7%

27 .9%

31 .8%

35 .7%

30 .6%

Basic earnings (loss) per share(a)(b) . .

2.69 $

2 .59 $

2 .07 $

1 .67 $

1 .39 $

1 .59 $

1 .26 $

1 .36 $

1 .04 $

0 .68

Basic weighted average common

shares outstanding (000s)(b) . . . . .

165,275

180,746

187,572

191,714

202,372

206,676

215,516

221,692

223,420

225,268

Diluted earnings (loss)

per share(a)(b). . . . . . . . . . . . . . . . . . .

2.63 $

2 .55 $

2 .04 $

1 .65 $

1 .37 $

1 .57 $

1 .24 $

1 .33 $

1 .02 $

0 .66

Diluted weighted average common

shares outstanding (000s)(b) . . . . .

168,590

183,538

189,978

194,038

205,520

209,902

219,464

227,580

228,550

230,152

Total assets, including assets

held for sale . . . . . . . . . . . . . . . . . . .

$ 7,284.6 $ 6,927 .7 $ 6,488 .3 $ 6,368 .7 $ 6,020 .6 $ 5,840 .9 $ 4,361 .5 $ 4,485 .0 $ 4,070 .4 $ 4,130 .9

Total interest bearing debt and

capital lease obligations . . . . . . . .

$ 3,144.1 $ 2,812 .3 $ 2,596 .2 $ 2,410 .1 $ 2,358 .6 $ 2,451 .7 $ 1,589 .7 $ 1,660 .7 $ 1,686 .9 $ 1,981 .0

Ball Corporation common

shareholders’ equity . . . . . . . . . . .

$ 1,219.1 $ 1,581 .0 $ 1,581 .3 $ 1,085 .8 $ 1,342 .5 $ 1,165 .4 $ 853 .4 $ 1,093 .9 $ 808 .6 $ 491 .4

Market capitalization(c) . . . . . . . . . . . .

$ 5,724.9 $ 5,857 .7 $ 4,860 .9 $ 3,898 .3 $ 4,510 .1 $ 4,540 .4 $ 4,138 .8 $ 4,956 .2 $ 3,359 .1 $ 2,904 .8

Net debt to market capitalization(c) . .

52.0%

45 .4%

49 .1%

58 .6%

48 .9%

50 .7%

36 .9%

29 .5%

49 .1%

59 .3%

Cash dividends per share(b) . . . . . . . .

Book value per share(b) . . . . . . . . . . . .

0.28 $

0 .20 $

0 .18 $

0 .12 $

0 .09

7.60 $

8 .82 $

8 .41 $

5 .79 $

6 .70 $

5 .60 $

4 .10 $

4 .85 $

3 .58 $

2 .16

Market value per share(b) . . . . . . . . . .

$ 35.71 $ 34 .03 $ 25 .85 $ 20 .80 $ 22 .50 $ 21 .80 $ 19 .86 $ 21 .99 $ 14 .89 $ 12 .80

Annual return (loss) to

common shareholders(d) . . . . . . . .

5.8%

32 .6%

25 .5%

(6 .7)%

4 .0%

10 .9%

(8 .8)%

48 .8%

17 .4%

46 .0%

(a)

Includes business consolidation activities and other items affecting comparability between years . Additional details about the 2011, 2010 and 2009 items are
available in the notes to the consolidated financial statements within Item 8 of the included Form 10-K .

(b) Amounts have been retrospectively adjusted for two-for-one stock splits effected on February 15, 2011, August 23, 2004, and February 22, 2002 .
(c) Market capitalization is defined as the number of common shares outstanding at year end multiplied by the year-end closing price of Ball common stock .

Net debt is total debt less cash and cash equivalents .

(d) Change in stock price plus dividends paid, assuming reinvestment of all dividends paid . Information for this calculation is included in the shareholder return

performance chart in Item 5 of the included Form 10-K .

are trademarks of Ball Corporation Reg . U .S . Pat . & Tm . Office .

Please recycle.

Ball Corporation
2011 Annual Report

Drive for 10
Drive for 10 is a mindset around perfection,
with a greater sense of urgency around our future success.

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www.ball.com

Ball Corporation
10 Longs Peak Drive
Broomfield, CO 80021
(303) 469-3131