Ball Annual Report 2012 | Quarterlytics

FY2012 Annual Report · Ball

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Ball Corporation
2012 Annual Report

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

We know who we are.

We know what is important.

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

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.
People and Culture
We must have the best people, providing them with the
right support, rewards and growth opportunities to thrive.
Sustainability
We must balance our economic, environmental and social
impacts for greater long-term success.

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

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

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

Please recycle.

Ball Corporation 2012 Annual Report

2012 Letter to Shareholders

Dear Fellow Shareholder, Ball Corporation’s strong 2012
results included net sales of $8.7 billion, comparable net
earnings attributable to the company of $483 million
and free cash flow of $548 million, all of which were
all-time highs in our company’s 132-year history. Ball’s
comparable full year earnings per share increased by
12 percent compared to 2011, while generating increased
EVA® (economic value added) dollars and creating
value for our shareholders. During a year of persistent
economic uncertainty and slowing growth in many parts
of the world, Ball’s stock generated a total return for our
shareholders of 26.5 percent.

Our success in 2012 was driven by our nearly 15,000

employees across our company, and our focused execution
of Ball’s Drive for 10 vision for continued, long-term
value creation.

The strategies which guide this vision include:
• 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.

The actions we took in 2012 position Ball well for contin-

ued success in 2013. We see opportunities for disciplined
growth in selected markets and products, and our strong
balance sheet provides a rock-solid foundation to support
all of our activities.

Transitioning to Global Packaging Businesses,
Leadership Changes
With the retirement at the end of 2012 of Raymond J.
Seabrook as executive vice president and chief operating
officer, global packaging operations, we structured our
packaging business into two global organizations, and
named two Ball veterans to lead them to ensure a smooth
transition. Our company is stronger today due in no small
part to Ray’s leadership and contributions. All of us at

Ball share a deep respect for Ray’s
abilities and his dedication to Ball
Corporation, and we thank Ray for his
many years of service and wish him
the best in retirement.

Gerrit Heske, president of our
European beverage can business
since 2009, became senior vice
president of Ball Corporation and
chief operating officer, global metal
beverage packaging. Mike Feldser,
who led Ball’s food and household
products packaging business since

Gerrit Heske
Senior vice president
of Ball Corporation;
chief operating officer,
global metal beverage
packaging

John A. Hayes
President and Chief Executive Officer

2007, became senior vice president of
Ball Corporation and chief operating
officer, global metal food and house-
hold products packaging. Gerrit and
Mike are both experienced company
executives who have already been
successful in leadership positions
within Ball. They stepped into their
global roles quickly and are driving
our efforts to create value for our
shareholders and pursue our
Drive for 10 vision.

Michael W. Feldser
Senior vice president
of Ball Corporation;
chief operating officer,
global metal food and
household products
packaging

In addition, Colin Gillis was named
president of our European beverage
can business. Colin led Ball’s beverage packaging business
in South America and, prior to that, in Asia, to significant
growth as president of those businesses. Tony Barnett
succeeded Colin in Brazil. Tony most recently spearheaded
our beverage can business development efforts in Europe,
Africa and the Middle East, including the company’s
successful entry into the Serbian market.

In our aerospace business, we announced in February
2013 the retirement of David L. Taylor, who led Ball Aero-
space since 2002. Like Ray, Dave’s contributions to Ball

Ball Corporation 2012 Annual Report

have positioned our company well for
the future. Our aerospace business
played an important role in Ball
Corporation’s success over the past
decade, and we thank Dave for his
vision and leadership and wish him
well in retirement.

Succeeding Dave as president

of our aerospace business is
Robert D. Strain, who joined Ball
Aerospace in early 2012 as chief
operating officer. Rob’s extensive
experience in the private, public

Robert D. Strain
President,
Ball Aerospace
& Technologies Corp.

and academic sectors, and his strong record of managing
programs and cultivating relationships, will be key to
continuing the growth of Ball Aerospace.

Improving Performance Through
Operational Excellence and Sustainability
A catalyst for Ball’s strong 2012 performance was our
focus on maximizing value in our existing businesses. This
includes improving manufacturing efficiencies and product
mix, aligning our supply with demand, strong program
performance in our aerospace business and the effective
positioning of all of our products and services. This is
Ball’s “bread and butter,” and it is something we have
done well for many years.

Our packaging businesses overall continued to excel at

operational excellence during 2012. Ball’s transition to
two, global packaging organizations further enables us to
better leverage our best practice sharing, technology and
platforms, and work more closely with our customers on
a global basis. Coupled with the completion last year of the
move of our European metal beverage packaging head-
quarters to Zurich, Switzerland, these actions optimize
our structure, leverage our general and administrative
functions and increase efficiencies in our operations.

Demand for our specialty beverage packaging

continued to grow in 2012, while industry volumes in
some markets for standard 12-ounce beverage cans
declined. To better align our supply with market demand,
Ball announced plans to cease production at two North
American beverage packaging manufacturing plants to
consolidate the company’s 12-ounce beverage can and
end production capacity.

Our aerospace and technologies business finished 2012

with record sales and profits, the result of exceptional

BALL’s CONTRACTED
AEROSPACE SEGMENT
BACKLOG AT THE END
OF 2012:

program performance. Despite
continued uncertainty around
the U.S. federal budget, Ball
Aerospace ended the year with
a strong backlog of more than
$1 billion.

During 2012, we began the
year-long process of shipping
the finished and highly delicate

Ball is a global leader in the manufacture of metal packaging

NASA James Webb Space Telescope mirrors to Goddard
Space Flight Center for integration into the telescope in
2015. NASA also extended its Kepler mission through
2016. Ball is the mission prime contractor for Kepler,
designed to search for Earth-size planets around other
stars. And the Suomi National Polar-orbiting Partnership
(NPP) satellite, built by Ball for NASA, marked in October
one year of providing critical observations for accurate
weather forecasting, reliable severe storm outlooks and
global measurements of atmospheric and oceanic
conditions such as sea surface temperatures and ozone.
Ball is now building the successor to Suomi NPP, the
JPSS-1 satellite and its Ozone Mapping and Profiler Suite
instrument, for a 2017 launch.
Also, we released our third
corporate sustainability report in
2012, detailing Ball’s economic,
social and environmental sustain-
ability progress achieved during
2010 and 2011. The report identified
our progress and our future goals,
both driven largely by measuring
and improving our sustainability
performance within our facilities, and by broadening
our scope to collaborate with customers and suppliers to
determine opportunities that provide the greatest sustain-
ability impact within the supply chain of our products. Ball
established six corporate sustainability priorities that
build on past efforts: innovation, operations, talent man-
agement, recycling, supply chain and community. Among
our achievements highlighted in the report were exceeding
our global, 10-year greenhouse gas emissions reduction
goal of 16 percent two years early, continuing to improve
our energy efficiency and improving our safety record by
27 percent, which places Ball among the top performing
manufacturing companies in the world.

These actions and others are highlighted elsewhere in
this annual report, and are examples of our focus on proac-
tively controlling those factors that are within our control
to contribute significantly to improved performance.

Ball Corporation 2012 Annual Report

extruded aluminum slugs in the world, and this acquisition
provides a new end market for our products.

In our metal food and household products packaging
business, Ball also introduced a metal technology break-
through that enables the use of postconsumer recycled
aluminum in the manufacture of extruded aluminum
packaging for aerosols. The resulting new metal alloy
exhibits increased strength and allows meaningful
lightweighting of the container while maintaining existing
package integrity.

Our aerospace business was selected by NASA to lead a
technology demonstration of a high performance “green”
propellant alternative to the highly toxic fuel hydrazine.
With this award, NASA opened a new era of innovative
and nontoxic green fuels that are less harmful to our
environment, have fewer operational hazards and
decrease the complexity and cost of launch processing.
Ball is also part of a team selected to build the first
space-based instrument to monitor major air pollutants
across the North American continent for NASA’s
Tropospheric Emissions: Monitoring of Pollution (TEMPO)
mission. TEMPO will collect data that will advance air
quality research on how air pollution affects climate
change and air quality on a continental scale.

All of these achievements provide us with new

opportunities to grow our business and create value for
our shareholders, customers and other stakeholders.

Positioning Ball for
Continued Success in 2013 and Beyond
Ball Corporation’s improved 2012 performance was
built on striving to be the best at everything we do, and
executing our Drive for 10 vision to position the company
for continued, long-term success. That remains our
blueprint in 2013. In a challenging global environment,
we are confident Ball’s focus on execution and growth
will continue to drive long-term value in our company.
At Ball, we know who we are, we know where we are

going and we know what is important. We are excited
about our future and confident in our ability to continue
to create value for our shareholders, deliver innovative
products to our customers and achieve our Drive for 10
vision together.

Best regards,

John A. Hayes
President and Chief Executive Officer

161.4

EVA DOLLARS*
GENERATED BY
DRIVE FOR 10 IN 2012:
EVA®
M

Growing Through New
Products and Capabilities,
Geographies and Technology
Growth also played a signifi-
cant role in Ball’s strong 2012
results. As mentioned above,
we continue to expand our
specialty beverage container
business, which accounts for
more than 15 percent of our global beverage packaging
sales. Strong customer demand for Ball’s popular
Alumi-Tek® bottle, the introductions of the new
“Royal Pint” 568mL can and a further rollout of different
sized Sleek® can formats in North America, and the
debut of our premium, “Protected Quality” seal wine can
in Europe all helped drive our specialty packaging growth
by double digits in 2012.

In Brazil, we announced that our joint venture metal
beverage can plant in Alagoinhas, which began produc-
tion earlier in 2012, will start up a second beverage can
production line in the second half of 2013. The Brazilian
can market grew by approximately 10 percent in 2012,
and demand is expected to continue to increase. Both
manufacturing lines in Alagoinhas will be capable of
making several different sizes. Its capacity is secured
under long-term customer agreements.

In December, Ball acquired Envases del Plata S.A. de C.V.,

a leading producer of extruded aluminum aerosol
packaging in Mexico, with a manufacturing plant in
San Luis Potosi. As part of Ball’s metal food and household
products packaging division, the plant complements Ball’s
global extruded aluminum aerosol and slug business in
Europe, and the aluminum slug business in North America
that Ball acquired in 2010. Ball is the largest supplier of

A “Blue Marble” image of the Earth taken in 2012 by
instruments aboard the Ball-built Suomi NPP satellite.

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Ball Corporation 2012 Annual Report

Maximizing value in our
existing businesses

In 2012, Ball began the year-long process of shipping the
finished James Webb Space Telescope mirrors from Ball’s
facilities in Colorado to Goddard Space Flight Center in
Maryland. JWST is scheduled for a 2018 launch.

Ball completed the move of its
European packaging business
headquarters to Zurich,
Switzerland, in 2012.

Ball’s new beverage can plant in
Qingdao, China, opened in 2012 and
features a variety of sustainability
practices and technology.

The relocation of salmon can
manufacturing lines to Ball’s
Oakdale, Calif., plant from a
former plant in Canada increased
asset utilization and productivity.

Ball Corporation 2012 Annual Report

Expanding into new
products and capabilities

Ball’s extruded aluminum packaging business continued
to grow in 2012 as demand increased for premium
products in convenient aerosol containers.

Oskar Blues Brewery teamed
up with Ball in 2012 to introduce
the first beer packaged in a
“Royal Pint” 568mL can made
in North America.

In August, NASA awarded Ball a
contract to lead a government-
industry team in the demonstration
of an alternative, nontoxic fuel
option for future space vehicles.

Ball presented its “Protected
Quality” seal for wine in cans in
May in London. Cans with the seal
ensure consistent quality, stability
and shelf life for the wine inside.

Ball Corporation 2012 Annual Report

Aligning ourselves with the right
customers and markets

During 2012, Sierra Nevada Brewing Co. introduced
its award-winning, hand-crafted beers in Ball’s
recyclable cans. Ball supplies cans for hundreds
of craft beer labels.

Demand for extruded aluminum
packaging for personal care
products continues to increase,
providing new opportunities for
Ball’s growing business.

The Ball-built Ozone and Mapping
Profiler Suite (OMPS) made its
first ozone measurements of the
Antarctic ozone hole in 2012 since
launching aboard NASA’s Suomi
NPP satellite in late 2011.

AriZona released some of its most
popular flavors in 11.5-ounce Sleek®
cans from Ball in early 2013, pro-
viding a size option to consumers.

Ball Corporation 2012 Annual Report

Broadening our geographic reach

Ball completed its acquisition of Envases del Plata S.A.
de C.V., a leading producer of aluminum aerosol packaging
with a manufacturing plant in San Luis Potosi, Mexico,
in late 2012. Ball is the largest supplier of extruded
aluminum slugs in the world, and the acquisition provides
a new end market for Ball’s products.

Ball opened one of the most energy
efficient beverage can plants in Asia
in 2012. The Qingdao, China, plant
produces 100 percent recyclable
aluminum beverage cans on
high-speed production lines.

In 2012, Ball dedicated a new joint
venture beverage can plant in
Vietnam, where the beverage can
market in the region is projected to
grow more than 15 percent annually
over the next several years.

Ball announced last year plans for
a second beverage can production
line in the company’s Alagoinhas,
Brazil, beverage can plant.

Ball Corporation 2012 Annual Report

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

Ball introduced in Europe a new 33 cl aluminum beverage
can that weighs less than 10 grams. The lightweight can
has the potential to save more than 6,000 metric tons
of aluminum in Europe each year - the weight of more
than 30 jumbo jets.

Ball successfully integrated five
payloads and a spacecraft de-orbit
module onto the U.S. Department
of Defense Space Test Program’s
Standard Interface Vehicle, slated
to launch in 2013.

The International Metal Decorator’s
Association recognized Ball’s
high-quality can graphics with
five awards in 2012, highlighting
the capabilities of Ball’s Graphics
Center of Excellence.

Ball introduced a metal technology
breakthrough in 2012 that enables
the use of recycled aluminum in
the manufacture and lightweighting
of extruded aluminum packaging
for aerosols.

Ball Corporation 2012 Annual Report

Five-Year Review of Selected Financial Data

Ball Corporation and Subsidiaries

($ in millions, except per share amounts)

2012

2011

2010

2009

2008

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

Earnings before interest and taxes (EBIT) . . . . . . . . . . . . . . . . . . . . .

Total interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,735.7

790.5

(194.9)

8,630.9

836.9

(177.1)

7,630.0

764.6

(158.2)

6,710.4

653.8

(117.2)

6,826.1

580.6

(137.7)

Earnings before taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

595.6

659.8

606.4

536.6

442.9

Net earnings attributable to Ball Corporation from:

Continuing operations (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

406.3

446.3

542.9

390.1

314.9

Discontinued operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2.8)

(2.3)

(74.9)

(2.2)

4.6

Total net earnings attributable to Ball Corporation . . . . . . . . . . . . .

403.5

444.0

468.0

387.9

319.5

Basic earnings per share (b):

Basic – continuing operations (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.63

2.70

3.00

2.08

Basic – discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(0.02)

(0.01)

(0.41)

(0.01)

Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.61

2.69

2.59

2.07

1.64

0.03

1.67

Weighted average common shares outstanding (000s) (b) . . . . . . . .

154,648

165,275

180,746

187,572

191,714

Diluted earnings per share (b):

Diluted – continuing operations (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.57

2.64

2.96

2.05

Diluted – discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(0.02)

(0.01)

(0.41)

(0.01)

Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.55

2.63

2.55

2.04

1.62

0.03

1.65

Diluted weighted average common shares outstanding(000s)(b) . .

158,084

168,590

183,538

189,978

194,038

Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total interest bearing debt and capital lease obligations. . . . . . . . .

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

. . . . . . . . . . . . . . . . . . . . .
Total cash provided by operating activities . . . . . . . . . . . . . . . . . . . . .

Non-GAAP measures (c):

Comparable EBIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Comparable earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted earnings per share (comparable basis). . . . . . . . . . . . . . . . .

Free cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EVA® dollars (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,507.1

3,305.1

0.40

853.2

893.3

483.0

3.06

548.2

161.4

Total annual return (loss) to common shareholders (e) . . . . . . . . . . .

26.5%

7,284.6

3,144.1

0.28

948.4

867.2

459.6

2.73

504.6

142.3

5.8%

6,927.7

2,812.3

0.20

.
515.2

753.6

433.0

2.36

505.8

109.6

6,488.3

2,596.2

0.20

.
559.7

640.4

372.4

1.96

372.6

75.7

6,368.7

2,410.1

0.20

.
627.6

617.3

337.6

1.74

320.7

59.0

32.6%

25.5%

(6.7%)

(a)

Includes business consolidation activities and other items affecting comparability between years. Additional details about the 2012, 2011 and 2010 items are
available in Notes 3, 4 and 5 to the consolidated financial statements within Item 8 of the included Form 10-K.

(b) The 2009 and 2008 amounts have been retrospectively adjusted for the two-for-one stock split that was effective on February 15, 2011.
(c) 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. Reconciliations of non-U.S. GAAP financial measures to U.S. GAAP measures and further discussion of non-GAAP financial
measures are available in Items 6 and 7 of the included Form 10-K.

(d) Net operating earnings after tax less a capital charge of 9% on average invested capital employed.
(e) 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.

Ball Corporation 2012 Annual Report

2012 Shareholder Information

Quarterly Stock Prices and Dividends

sent to all shareholders. No other business and no

Quarterly prices for the company’s common stock, as

presentations are planned. The meeting to report voting

reported on the composite tape, and quarterly dividends

results will be held on Wednesday, April 24, 2013, at

in 2012 and 2011 were:

8 a.m. Mountain time at Ball Corporation’s headquarters

4th

3rd

2nd

1st

in Broomfield, Colo.

2012

Quarter Quarter Quarter Quarter

Annual Report on Form 10-K

High . . . . . . . . . . . . . . $ 45.47

$ 43.79 $ 43.70 $ 42.99

The Annual Report on Form 10-K for 2012 filed by the

Low . . . . . . . . . . . . . . .

41.11

39.33

38.39

35.66

company with the United States Securities and Exchange

Dividends per share

.10

Commission is enclosed.

Certifications

2011

Quarter Quarter Quarter Quarter

4th

3rd

2nd

1st

High. . . . . . . . . . . . . . . $ 36.11

$ 40.56

$ 39.55

$ 37.43

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

Low . . . . . . . . . . . . . . .

29.69

30.67

35.60

33.41

standards. The company also has filed with the United

Dividends per share

.07

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

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

plan for Ball Corporation shareholders permits purchase

Investor Relations

of the company’s common stock without payment of

Ann T. Scott

a brokerage commission. Participants in this plan may

Director, Investor Relations

have cash dividends on their shares automatically

reinvested and, if they choose, invest by making

Ball Corporation

P.O. Box 5000

optional cash payments. Additional information on the

Broomfield, CO 80038-5000

plan is available by writing Computershare, Dividend

(303) 460-3537

Reinvestment Service, P.O. Box 43081, Providence, RI

02940-3081. The toll-free number is (800) 446-2617, and

the Web site 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 Web site. If you need

assistance, please call Computershare at (877) 843-9327

Sustainability

Ball Corporation balances economic, environmental and

social aspects in its decision making and activities to

create value for its stakeholders and to contribute to its

Drive for 10 vision. Find out more about our sustainability

strategy at www.ball.com/sustainability.

between 8 a.m. and 5 p.m. Eastern time.

Equal Opportunity

Annual Meeting

The annual meeting of Ball Corporation shareholders will

be held to tabulate the votes cast and to report the results

of voting on the matters listed in the proxy statement

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, 2012

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

1934

For the transition period from

Commission File Number 1-7349

Ball Corporation

State of Indiana
(State of other jurisdiction of
Incorporation or organization)

10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado
(Address of registrants principal executive office)

35-0160610
(I.R.S. Employer
Identification No.)

80021-2510
(Zip Code)

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

Registrants telephone number, including area code: (303) 469-3131

Title of each class
Common Stock, without par value

Name of each exchange on which registered
New York Stock Exchange

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

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
registrants 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, or a non-accelerated filer. See definition of accelerated filer and

large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer 

Non-accelerated filer 

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 $6.4 billion based upon the closing market price and common shares outstanding
as of July 1, 2012.

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

Class

Common Stock, without par value
Preferred Stock Purchase Right

Outstanding at February 15, 2013

149,437,900 shares
74,718,950 rights

DOCUMENTS INCORPORATED BY REFERENCE

1. Proxy statement to be filed with the Commission within 120 days after December 31, 2012, to the extent indicated in Part III.

Ball Corporation and Subsidiaries
ANNUAL REPORT ON FORM 10-K
For the year ended December 31, 2012

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 .........................................................................................................................................
Mine Safety Disclosures................................................................................................................................

Market for the Registrants Common Stock and Related Stockholder Matters.............................................
Selected Financial Data .................................................................................................................................
Managements 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, 2012, 2011 and 2010 .................
Consolidated Statements of Comprehensive Earnings for the Years Ended December 31, 2012, 2011

and 2010................................................................................................................................................
Consolidated Balance Sheets at December 31, 2012, and December 31, 2011.............................................
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010 .............
Consolidated Statements of Shareholders Equity for the Years Ended December 31, 2012, 2011

and 2010................................................................................................................................................
Notes to the 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
7
14
14
16
16

16
18
20
33
34
36
36
37

38
39
40

41
42
98
98
98

99
100
100
100
100

101
102
104

Item 1. Business

PART I

Ball Corporation and its consolidated subsidiaries (Ball, we, the company or our) is one of the worlds 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 2012, our total consolidated net sales
were $8.7 billion. Our packaging businesses were responsible for 90 percent of our net sales, with the remaining 10 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
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 Peoples Republic of China (PRC), Brazil, Mexico and Argentina, as do our equity joint
ventures in the U.S. and Vietnam. Our significant customers include: Anheuser-Busch InBev n.v./s.a., Heineken N.V.,
MillerCoors LLC, PepsiCo Inc. and its affiliated bottlers, SABMiller plc, The Coca-Cola Company and its affiliated bottlers, and
Unilever N.V.

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. 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 earnings per share growth of 10 percent to 15 percent per annum over the long-term



Focusing on free cash flow generation
Increasing Economic Value Added (EVA®) dollars

The cash generated by our businesses is used primarily: (1) to finance the companys operations, (2) to fund strategic capital
investments, (3) to fund stock buy-back programs and dividend payments and (4) to service the companys 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 companys 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).

Metal Beverage Packaging, Americas and Asia, Segment

Metal beverage packaging, Americas and Asia, is Balls largest segment, accounting for 52 percent of consolidated net sales in 2012.
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 17 manufacturing facilities in the U.S., one in Canada and four in Brazil. 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.

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. Where growth or contractions are projected in certain markets or for certain
products, Ball undertakes selected capacity increases or decreases in its existing facilities to meet market demand, which may include
both permanent and temporary capacity realignment. Late in the second quarter of 2012, we were notified of a reduction in standard
12-ounce container requirements for a Beverage, Americas, customer, starting in January 2013. A meaningful portion of this reduction
in volume will be offset with growing demand for specialty container volumes from new and existing customers. We expanded our
Alumi-Tek® bottle production to our Golden, Colorado, facility, and expanded our specialty container capabilities in several of our
facilities.

In August 2010, Ball 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 companys 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. 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 is located in Alagoinhas, Bahia, and began production in the first quarter of 2012 with the output from the first line
contracted under a long-term agreement. In December 2012, we announced the construction of a second can line in Alagoinhas, which
is expected to begin production in the second half of 2013.

According to publicly available information and company estimates, the combined Americas metal beverage container industry
represents approximately 116 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 2012 about 37 percent of the aggregate production. 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 containers produced by Ball in the U.S., Canada and Brazil are
made of aluminum, as are almost all beverage containers produced by our competitors in those countries. In 2012 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, six 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 polyethylene terephthalate (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 19 billion containers, of which Balls operations represented an
estimated 28 percent in 2012. 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 was relocated and expanded in Qingdao, PRC, and began production in the
second 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 began production in the first quarter of 2012.

In June 2010, we acquired Guangdong Jianlibao Group Co., Ltds 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.

Metal Beverage Packaging, Europe, Segment

The European metal beverage container market, excluding Russia, is approximately 54 billion containers, and we are the second
largest producer with an estimated 32 percent of European shipments. The European market is highly regional in terms of sales growth
rates and packaging mix.

During the third quarter of 2012, we acquired Tubettificio Europeo S.p.A. (Tubettificio), a small regional manufacturer of metal
beverage packaging containers in Italy and consolidated it into other existing facilities. 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 was 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 companys 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 22 percent of Balls consolidated net sales in 2012, 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 2012, with approximately 57 percent of those being produced from aluminum and 43 percent from steel. Six of the
beverage container facilities use aluminum and four use steel. The European aluminum aerosol facilities produced approximately
725 million aluminum aerosol containers in 2012.

Beginning in the first quarter of 2013, the European extruded aluminum packaging operations will be reflected in the metal food and
household products packaging, Americas, segment.

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. Much like other parts of the world, 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 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 two aluminum suppliers provide 94 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 16 percent of consolidated net sales in 2012.
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, extruded aluminum aerosol containers and aluminum slugs. There are a total of 14 facilities
in the U.S., one in Canada and one in Mexico, 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 2012 shipments of approximately 5 billion steel food containers to be approximately
17 percent of total U.S. and Canadian metal food container shipments. We estimate our aerosol business accounts for approximately
39 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 87 percent.

In December 2012, the company acquired Envases del Plata S.A. de C.V. (Envases), a leading producer of extruded aluminum aerosol
packaging in Mexico with a single manufacturing facility in San Luis Potosí, for cash of $55.9 million, net of cash acquired, and
assumed debt of $72.7 million. The facility produces extruded aluminum aerosol containers for personal care and household products
for customers in North, Central and South America and employs approximately 150 people. The acquisition is expected to provide a
platform to grow the companys existing North American extruded aluminum business, providing a new end market for the
companys products, including the companys ReAlTM technology that enables the use of recycled material and meaningful
lightweighting in the manufacture of extruded aluminum packaging.

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 pouches. As a result, profitability for this product line is
dependent on price, cost reduction, service and quality. In North America, three 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 2012, 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.

In February 2013, Ball announced the closure of its metal food and aerosol container manufacturing facility in Elgin, Illinois. The
facility, which produces aerosol and specialty steel cans as well as flat steel sheet used by other Ball food and household products
packaging facilities, will cease production in the fourth quarter of 2013, and its production capacity will be consolidated into other
Ball facilities. In connection with the closure, the company will record an estimated after-tax charge of approximately $21 million for
employee severance, pension and other employee benefits costs, the write down to net realizable value of certain fixed assets and other
closure costs.

Aerospace and Technologies Segment

Balls aerospace and technologies segment, which accounted for 10 percent of consolidated net sales in 2012, 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 90 percent of segment sales in 2012.

Intense competition and long operating cycles are key characteristics of both the companys 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 segments core capabilities in space hardware. 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 $1.0 billion and $897 million at December 31, 2012 and 2011, respectively,
and consisted of the aggregate contract value of firm orders, excluding amounts previously recognized as revenue. The 2012 backlog
includes $601 million expected to be recognized in revenues during 2013, 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
$573 million and $470 million at December 31, 2012 and 2011, 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 was net of post-closing
adjustments of $21.3 million. The sale of our plastics packaging business included five U.S. facilities that manufactured 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 companys 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 additional
R&D efforts in these segments seek to improve manufacturing efficiencies and the overall sustainability of our products. Our
packaging R&D activities are primarily conducted in the Ball Technology & Innovation Center (BTIC) located in Westminster,
Colorado, 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 in Item 2, Properties.

Sustainability and the Environment

Sustainability is a key part of maximizing value at Ball. In our global operations, we focus our sustainability efforts on employee
safety, and reducing energy, water, waste and air emissions. In addition to those operational priorities, we identified innovation,
recycling, talent management, supply chain management and community involvement as priorities for our corporate sustainability
efforts. By continuously working toward reducing the environmental impacts of our products throughout their life cycle, we also
improve our financial results. Information about our corporate management, goals and performance data are available at
www.ball.com/sustainability.

The biggest opportunity to further minimize the environmental impacts of metal packaging is to increase recycling rates. Aluminum
and steel are infinitely recyclable materials, and metal packaging is already the most recycled packaging in the world. By using
recycled material for the production of aluminum and steel, up to 95 percent of the energy used for the production of virgin material
can be saved. In some of Balls markets such as Brazil, China and several European countries, recycling rates for beverage containers
are in excess of 90 percent. Recycling rates vary throughout Europe but average around 67 percent for aluminum beverage containers
and 71 percent for steel containers. The 2011 recycling rate in the U.S. for aluminum beverage containers was 65 percent. The 2011
U.S. recycling rate for steel containers was 71 percent.

In several of Balls markets we help establish and financially support recycling initiatives. Educating consumers about the benefits of
recycling aluminum and steel containers and collaborating with industry partners to create effective collection and recycling systems
contribute to increased recycling rates. For more details about programs we support, please visit www.ball.com/recycling.

Employee Relations

At the end of 2012, the company and its subsidiaries employed approximately 8,800 employees in the U.S. and 6,200 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 Balls 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 companys 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 companys corporate secretary. The companys sustainability report and updates
on Balls progress are available at www.ball.com/sustainability.

The company intends to post on its website the nature of any amendments to the companys 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
companys 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 companys 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, 2012.)

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 managements 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 year ended December 31, 2012, 74 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 worldwide 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, country and provincial
laws and regulations.

Enacted regulatory developments regarding the reporting and use of conflict minerals mined from the Democratic Republic of the
Congo and adjoining countries could affect the sourcing and availability of minerals used in the manufacture of certain of our
products. As a result, there may only be a limited pool of suppliers who provide conflict-free materials, and we cannot give assurance
that we will be able to obtain such products in sufficient quantities or at competitive prices. Also, because our supply chain is
complex, we may face reputational challenges with our customers and other stakeholders if we are unable to sufficiently verify the
origins of all materials used in the products that we sell. The compliance and reporting aspects of these regulations may result in
incremental costs to 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. We anticipate 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.

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 37 percent of our consolidated net sales from outside of the U.S. for the year ended December 31, 2012.
The 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;
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. A portion of Balls 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, Brazilian real and other currencies.

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
through research and development or licensing of new technology, 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, 2012, approximately 46 percent of our North American packaging facility employees and approximately
75 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,
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.

In addition, budgetary constraints may result in further reductions to projected spending levels by the U.S. government. In particular,
government expenditures are subject to the potential for automatic reductions, generally referred to as sequestration. Sequestration
may occur during 2013, resulting in significant additional reductions to spending by various U.S government defense and aerospace
agencies on both existing and new contracts, as well as the disruption of ongoing programs. Even if sequestration does not occur, we
expect that budgetary constraints and ongoing concerns regarding the U.S. national debt will continue to place downward pressure on
agency spending levels. Due to these and other factors, overall spending on various programs could decline, which could result in
significant reductions to revenue, cash flows, net earnings and backlog primarily in our aerospace and technologies segment.

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.

As a U.S. government contractor, we could be adversely affected by changes in regulations or any negative findings from a U.S.
government audit or investigation.

We operate in a highly regulated environment and are routinely audited and reviewed by the U.S. government and its agencies, such as
the Defense Contract Audit Agency (DCAA) and Defense Contract Management Agency (DCMA). These agencies review
performance under our contracts, our cost structure and our compliance with applicable laws, regulations and standards, as well as the
adequacy of, and our compliance with, our internal control systems and policies. Systems that are subject to review under the new
DoD Federal Acquisition Regulation Supplement (DFARS) effective May 18, 2011, are accounting and billing systems, purchasing
systems, estimating systems, material management and accounting systems and earned value management systems. Any costs
ultimately found to be unallowable or improperly allocated to a specific contract will not be reimbursed or must be refunded if already
reimbursed. If an audit uncovers improper or illegal activities, we may be subject to civil and criminal penalties, sanctions or
suspension or debarment from doing business with the U.S. government. Whether or not illegal activities are alleged, the U.S.
government also has the ability to decrease or withhold certain payments when it deems systems subject to its review to be inadequate.
If such actions were to result in suspension or debarment, this could have a material adverse effect on our business.

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 container making process. Epoxy-based coatings may contain Bisphenol-A
(BPA). Scientific evidence evaluated by regulatory agencies in the United States, Canada, Europe, Japan, Australia and New Zealand
has consistently shown these coatings to be safe for food contact at current levels, and these regulatory agencies have stated that
human exposure to BPA from epoxy-based container coatings is well below safe exposure limits set by government bodies worldwide.
A significant change in these regulatory agency statements or other adverse information concerning BPA 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, 2012. 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 Balls pension plans, or in the multiemployer pension plans in which Ball participates, 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. Additional risks exist related to the
companys participation in multiemployer pension plans. Assets contributed to a multiemployer pension plan by one employer may
be used to provide benefits to employees of other participating employers. If a participating employer in a multiemployer pension
plan stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participants. This could result
in increases to our contributions to the plans as well as pension expense.

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, 2012, we had total debt of $3.3 billion and unused committed credit lines of approximately $773 million.
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-fourth 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 companys properties described below are well maintained, are considered adequate and are being utilized for their intended
purposes.

Balls corporate headquarters and the aerospace and technologies segment management offices are located in Broomfield, Colorado.
The operations of the aerospace and technologies segment occupy a variety of company-owned and leased facilities in Colorado,
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 companys various North American packaging operations are located in Westminster, Colorado; the offices for the
European packaging operations are located in Zurich, Switzerland; the offices for the PRC packaging operations are located in Hong
Kong; and Latapack-Balls offices are located in São Paulo, Brazil. The companys BTIC research and development facility and
European technical center are located in Westminster, Colorado, 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 that have ceased production 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 ..............................................................................................................................
Findlay, Ohio (a).............................................................................................................................................
Whitby, Ontario, Canada ................................................................................................................................
Conroe, Texas .................................................................................................................................................
Fort Worth, Texas ...........................................................................................................................................
Bristol, Virginia ..............................................................................................................................................
Williamsburg, Virginia ...................................................................................................................................
Fort Atkinson, Wisconsin ...............................................................................................................................
Milwaukee, Wisconsin (including leased warehouse space) (a).....................................................................

South America

Alagoinhas, Bahia, Brazil ...............................................................................................................................
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
733,000
205,000
275,000
322,000
242,000
400,000
250,000
502,000

375,000
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)..............................................................................
San Luis Potosí, Mexico .................................................................................................................................
Columbus, Ohio ..............................................................................................................................................
Findlay, Ohio (a).............................................................................................................................................
Hubbard, Ohio ................................................................................................................................................
Horsham, Pennsylvania...................................................................................................................................
Sherbrooke, Quebec, Canada ..........................................................................................................................
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
544,000
377,000
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
84,000
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 companys legal proceedings are included in Note 21 to the consolidated financial statements within Item 8 of this
annual report.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Market for the Registrants Common Stock and Related Stockholder Matters

Part II

Ball Corporation common stock (BLL) is traded on the New York Stock Exchange. There were 5,479 common shareholders of record
on February 15, 2013.

Common Stock Repurchases

The following table summarizes the companys repurchases of its common stock during the quarter ended December 31, 2012.

($ in millions)

October 1 to October 28, 2012..........
October 29 to November 25, 2012....
November 26 to December 29, 2012
Total..............................................

Purchases of Securities

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)

1,947,528
2,609,809
4,557,337

$
$
$
$

43.90
44.50
44.24

1,947,528
2,609,809
4,557,337

21,243,709
19,296,181
16,686,372

(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 Balls 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 companys common stock, as reported on the New York Stock Exchange composite tape, and quarterly
dividends in 2012 and 2011 (on a calendar quarter basis) were:

4th
Quarter

3rd
Quarter

2nd
Quarter

1st
Quarter

4th
Quarter

3rd
Quarter

2nd
Quarter

1st
Quarter

2012

2011

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

45.47
41.11
0.10

43.79
39.33
0.10

43.70
38.39
0.10

42.99
35.66
0.10

36.11
29.69
0.07

40.56
30.67
0.07

39.55
35.60
0.07

37.43
33.41
0.07

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, 2012. It assumes $100 was invested on December 31, 2007, 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 12/31/07)

Total Return Analysis

12/31/2007

12/31/2008

12/31/2009

12/31/2010

12/31/2011

12/31/2012

Ball Corporation ........................
DJ US Containers & Packaging
S&P 500 ......................................

$
$
$

100.00
100.00
100.00

$
$
$

93.28
61.55
61.51

$
$
$

117.01
84.76
75.94

$
$
$

155.14
97.78
85.65

$
$
$

164.09
96.27
85.65

$
$
$

207.62
107.76
97.13

Source: Bloomberg L.P. ®Charts

Item 6. Selected Financial Data

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

($ in millions, except per share amounts)

2012

2011

2010

2009

2008

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

$ 8,735.7

$ 8,630.9

$ 7,630.0

$ 6,710.4

$ 6,826.1

Earnings before interest and taxes (EBIT) ..................................
Total interest expense .................................................................
Earnings before taxes..............................................................

Net earnings attributable to Ball Corporation from:

Continuing operations (a) .......................................................
Discontinued operations..........................................................
Total net earnings attributable to Ball Corporation.............

Basic earnings per share (b):

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

Weighted average common shares outstanding (000s) (b) .........

Diluted earnings per share (b):

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

790.5
(194.9)
595.6

406.3
(2.8)
403.5

2.63
(0.02)
2.61

836.9
(177.1)
659.8

446.3
(2.3)
444.0

2.70
(0.01)
2.69

764.6
(158.2)
606.4

542.9
(74.9)
468.0

3.00
(0.41)
2.59

653.8
(117.2)
536.6

390.1
(2.2)
387.9

2.08
(0.01)
2.07

580.6
(137.7)
442.9

314.9
4.6
319.5

1.64
0.03
1.67

154,648

165,275

180,746

187,572

191,714

2.57
(0.02)
2.55

2.64
(0.01)
2.63

2.96
(0.41)
2.55

2.05
(0.01)
2.04

1.62
0.03
1.65

Diluted weighted average common shares outstanding

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

158,084

168,590

183,538

189,978

194,038

Total assets..................................................................................
Total interest bearing debt and capital lease obligations.............
Cash dividends per share (b).......................................................
Total cash provided by operating activities ................................

$ 7,507.1
$ 3,305.1
0.40
$
853.2
$

$ 7,284.6
$ 3,144.1
0.28
$
948.4
$

$ 6,927.7
$ 2,812.3
$
0.20
515.2
$

$ 6,488.3
$ 2,596.2
0.20
$
559.7
$

$ 6,368.7
$ 2,410.1
0.20
$
627.6
$

Non-GAAP Measures (c)............................................................

Comparable EBIT .......................................................................
Comparable earnings ..................................................................
Diluted earnings per share (comparable basis) ...........................
Free cash flow.............................................................................

$
$
$
$

893.3
483.0
3.06
548.2

$
$
$
$

867.2
459.6
2.73
504.6

$
$
$
$

753.6
433.0
2.36
505.8

$
$
$
$

640.4
372.4
1.96
372.6

$
$
$
$

617.3
337.6
1.74
320.7

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

2012, 2011 and 2010 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 2008 amounts have been retrospectively adjusted for the two-for-one stock split that was effective on February 15,

2011.

(c) 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. See below for reconciliations of non-U.S. GAAP financial
measures to U.S. GAAP measures. Further discussion of non-GAAP financial measures is available in Item 7 of this annual
report under Other Liquidity Measures.

Reconciliations of non-U.S. GAAP financial measures to U.S. GAAP measures are as follows:

($ in millions)

2012

2011

2010

2009

2008

Earnings before taxes, as reported .........................................
Total interest expense ............................................................
Earnings before interest and taxes (EBIT) .............................
Business consolidation and other activities............................
Comparable EBIT ..............................................................

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 .
Gains on dispositions, net of tax ............................................
Debt refinancing costs, net of tax...........................................
Net earnings attributable to Ball Corporation before above
transactions (Comparable Earnings) ..............................

Total cash provided by operating activities ...........................
Adjust for increase in accounts receivable due to change in

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

595.6
194.9
790.5
102.8
893.3

403.5
2.8
67.5

9.2

483.0

853.2

(305.0)
548.2

659.8
177.1
836.9
30.3
867.2

444.0
2.3
22.5
(9.2)

459.6

948.4

(443.8)
504.6

606.4
158.2
764.6
(11.0)
753.6

468.0
74.9
(9.3)
(105.9)

5.3

433.0

515.2

250.0
(259.4)
505.8

536.6
117.2
653.8
(13.4)
640.4

387.9
2.2
13.0

(30.7)

372.4

559.7

(187.1)
372.6

442.9
137.7
580.6
36.7
617.3

319.5
(4.6)
27.1

(4.4)

337.6

627.6

(306.9)
320.7

Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations

Managements 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 and Industry Trends

Ball Corporation is one of the worlds 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, are manufactured in facilities around the world and
are competitive with other substrates, such as plastics and glass. In the rigid packaging industry, sales and earnings can be increased
by reducing costs, increasing prices, developing new products, expanding volumes and making strategic acquisitions. 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 and South America, as do our equity joint ventures in the U.S. and Vietnam. The
overall metal beverage and aerosol container industries are growing globally and are expected to continue to grow in the medium to
long term despite the North American market seeing a continued slight decline. The primary customers for the products and services
provided by our aerospace and technologies segment are U.S. government agencies or their prime contractors.

We purchase our raw materials from relatively few suppliers. We also have exposure to inflation, in particular the rising costs of raw
materials, as well as other direct cost inputs. We mitigate our exposure to the changes in the costs of metal through the inclusion of
provisions in a majority of our packaging sales contracts to pass through metal price changes, as well as through the use of derivative
instruments. The pass-through provisions generally result in proportional increases or decreases in sales and costs with a greatly
reduced impact, if any, on net earnings. Because of our customer and supplier concentration, our business, financial condition and
results of operations could be adversely affected by the loss, insolvency or bankruptcy of a major customer or supplier or a change in a
supply agreement with a major customer or supplier, although our contract provisions generally mitigate the risk of customer loss, and
our long-term relationships represent a known, stable customer base.

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. 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.

The aerospace and technologies contract mix in 2012 consisted of approximately 60 percent cost-type contracts, which are billed at
our costs plus an agreed upon and/or earned profit component, and 34 percent fixed-price contracts. The remainder represents time
and material contracts, which typically provide for the sale of labor at fixed hourly rates. The contracted backlog of approximately
$1.0 billion at December 31, 2012, consisted of approximately 38 percent fixed price contracts.

Corporate Strategy

Our Drive for 10 vision encompasses five strategic levers that are key to growing our business and achieving long-term success.
During 2012 and 2011, we made progress on each of our Drive for 10 levers as described in the following:

 maximizing value in our existing businesses through reducing standard beverage container and end capacity in North America

and the expansion of specialty container production to meet current demand, redeployment of surplus equipment to other global
locations, closure of certain metal beverage facilities and relocating our European headquarters to Zurich, Switzerland, to gain
business, customer and supplier efficiencies;



expanding into new products and capabilities through expansion into extruded aluminum aerosol manufacturing with the
acquisitions of Envases in December 2012 and Aerocan in January 2011;

aligning ourselves with the right customers and markets by investing capital to meet double-digit volume growth for specialty
beverage containers throughout the global network;

broadening our geographic reach with the construction and start up of three beverage container manufacturing facilities in
China, Brazil and Vietnam; and

leveraging our technological expertise in packaging innovation and aerospace technologies to maintain our competitive
advantage today and in the future. The backlog in our aerospace business increased 14 percent during 2012 to $1.0 billion.

These ongoing business developments help us stay close to our customers while expanding and/or sustaining our industry positions
with major beverage, food, personal care, household products and aerospace customers.

RESULTS OF OPERATIONS

Consolidated Sales and Earnings

($ in millions)

Years Ended December 31,

2012

2011

2010

Net sales.............................................................................................
Net earnings attributable to Ball Corporation ....................................
Net earnings attributable to Ball Corporation as a % of

consolidated net sales.....................................................................

8,735.7
403.5

8,630.9
444.0

7,630.0
468.0

4.6%

5.1%

6.1%

The increase in net sales in 2012 compared to 2011 was driven largely by higher sales in Aerospace and higher beverage container
sales volumes in certain geographical regions being offset by lower sales volumes in food and household containers and unfavorable
currency translation effects in Europe. Earnings were favorably impacted by higher sales volumes in certain geographical regions,
improved pricing and product sales mix and continued year-over-year improvement in our manufacturing costs while negatively
impacted by higher distribution and warehousing costs and new facility start up costs in other markets. In addition to the business
segment performance analyzed below, net earnings attributable to Ball Corporation included discontinued operations, higher business
consolidation and debt refinancing costs, a decrease in equity earnings and a lower tax rate in 2012. These items are detailed in the
Management Performance Measures section below.

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 acquisitions of two PRC joint ventures
and the extruded aluminum businesses, and improved aerospace program performance.

Cost of Sales (Excluding Depreciation and Amortization)

Cost of sales, excluding depreciation and amortization, was $7,174.0 million in 2012 compared to $7,081.2 million in 2011 and
$6,254.1 million in 2010. These amounts represented 82.1 percent, 82.0 percent and 82.0 percent of consolidated net sales for those
three years, respectively.

Depreciation and Amortization

Depreciation and amortization expense was $282.9 million in 2012 compared to $301.1 million in 2011 and $265.5 million in 2010.
These amounts represented 3.2 percent, 3.5 percent and 3.5 percent of consolidated net sales for those three years, respectively. The
lower depreciation and amortization expense in 2012 compared to 2011 was primarily due to the revision of estimated useful lives of
certain capital equipment and tooling. Further details of the revised estimated lives are available in Note 1 accompanying the
consolidated financial statements included within Item 8 of this report. The higher depreciation and amortization expense in 2011
compared to 2010 was primarily due to acquisitions, capital spending in existing businesses in excess of historical levels and changes
in currency exchange rates.

Selling, General and Administrative

Selling, general and administrative (SG&A) expenses were $385.5 million in 2012 compared to $381.4 million in 2011 and
$356.8 million in 2010. These amounts represented 4.4 percent, 4.4 percent and 4.7 percent of consolidated net sales for those three
years, respectively. There were no individually significant items affecting 2012 compared to 2011. The increase in SG&A in 2011
compared to 2010 was due to unfavorable currency exchange effects, the consolidation of our acquisitions and other individually
insignificant higher costs.

Interest Expense

Consolidated interest expense was $194.9 million in 2012 compared to $177.1 million in 2011 and $158.2 million in 2010. Interest
expense in 2012 included $15.1 million for the call premium and the write off of unamortized financing costs and issuance premiums
related to the tender of Balls 6.625 percent senior notes due March 2018. Interest expense in 2012 compared to 2011, excluding debt
refinancing costs, was slightly higher due to higher levels of debt, including the issuance of $750 million of senior notes in
March 2012, partially offset by lower interest rates.

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 Aluminum (Neuman), the consolidation of Latapack-Ball and higher share repurchases, as
well as the refinancing of the companys bank credit facilities in December 2010. Interest expense as a percentage of average monthly
borrowings was 5.5 percent in 2012, 5.4 percent in 2011 and 5.3 percent in 2010.

Tax Provision

The effective income tax rate for earnings from continuing operations was 27.7 percent in 2012 compared to 30.5 percent in 2011 and
29.0 percent in 2010. The lower rate in 2012 compared to 2011 was primarily the net result of the release of various income tax
reserves effectively settled with taxing jurisdictions, a lower income tax rate on foreign earnings and an increased tax benefit on
company and trust-owned life insurance. The higher rate in 2011 compared to 2010 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. These two items were partially offset by a lower 2011 effective income tax rate on foreign earnings, primarily related to
the inclusion of a full year of Brazils results and the acquisition of Aerocan, both of which have income tax holidays.

Equity in Results of 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
began 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 partners 65 percent interest in JFP and 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 Balls equity investment as a result of the required purchase accounting.

Results of Business Segments

Metal Beverage Packaging, Americas and Asia

($ in millions)

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

Segment earnings......................................................................................
Business consolidation and other activities (a) .........................................
Total segment earnings .........................................................................

2012

Years Ended December 31,
2011

2010

4,541.7

522.5
(52.4)
470.1

4,415.8

481.7
(11.0)
470.7

3,850.4

418.3

Segment earnings before business consolidation costs as a % of

segment net sales ..................................................................................

11.5%

10.9%

(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 and the PRC,
which manufacture metal container products used in beverage packaging, as well as non-beverage plastic containers manufactured and
sold in the PRC. Our acquisition of the remaining 60 percent interest in QMCP was completed in October 2011, and our acquisition of
our partners 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 these acquired entities have been included in the metal beverage packaging, Americas and Asia, segment
since their acquisition dates. These acquisitions are discussed in Note 3 to the consolidated financial statements within Item 8 of this
annual report.

Segment sales in 2012 were $125.9 million higher compared to 2011 primarily due to favorable sales mix of $73 million, higher sales
volumes and contribution from the new facilities in Qingdao, PRC, and Alagoinhas, Brazil.

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 earnings in 2012 were $40.8 million higher than in 2011 due to $51 million from favorable sales mix, higher sales volumes
and lower depreciation as a result of the change in the estimated useful lives, partially offset by $20 million from higher distribution
and warehousing costs and higher tooling, spare parts and dunnage expense as a result of the accounting change.

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.

Metal Beverage Packaging, Europe

($ in millions)

2012

Years Ended December 31,
2011

2010

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

Segment earnings....................................................................................
Business consolidation and other activities (a) .......................................
Total segment earnings .......................................................................

1,950.0

219.0
(9.6)
209.4

2,017.6

243.7
(14.1)
229.6

1,699.1

213.5
(3.2)
210.3

Segment earnings before business consolidation costs as a % of

segment net sales ................................................................................

11.2%

12.1%

12.6%

(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. During the third quarter of 2012, we acquired Tubettificio, a small regional manufacturer of
metal beverage packaging containers in Italy and consolidated it into other existing facilities. In January 2011, we acquired Aerocan, a
leading European supplier of aluminum aerosol containers, bottles and slugs. These acquisitions are discussed in Note 3 to the
consolidated financial statements within Item 8 of this annual report.

Segment sales in 2012 decreased $67.6 million compared to 2011 due to $157 million from unfavorable currency exchange effects,
partially offset by $77 million from higher sales volumes and favorable product sales mix.

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 earnings in 2012 decreased $24.7 million compared to 2011 primarily due to $14 million from unfavorable currency
exchange effects and other higher operating costs.

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.

Metal Food and Household Products Packaging, Americas

($ in millions)

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

2012

Years Ended December 31,
2011

2010

1,381.4

131.1
(27.5)
103.6

1,426.4

133.7
(1.9)
131.8

1,370.1

129.1
18.3
147.4

Segment earnings before business consolidation costs as a % of

segment net sales ..................................................................................

9.5%

9.4%

(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, Mexico and
Argentina that manufacture and sell metal food, aerosol, paint and general line containers, decorative specialty containers, extruded
aluminum aerosol containers and aluminum slugs.

In December 2012, the company acquired a manufacturing facility from Envases, a leading producer of extruded aluminum aerosol
packaging in Mexico with a single manufacturing facility in San Luis Potosí, for $55.9 million in cash, net of cash acquired, and
assumed debt of $72.7 million. The acquisition is discussed in Note 3 to the consolidated financial statements within Item 8 of this
annual report.

Segment sales in 2012 decreased $45.0 million compared to 2011 due to lower sales volumes, partially offset by pricing and product
mix.

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
sales volumes.

Segment earnings in 2012 decreased $2.6 million compared to 2011 primarily due to nonrecurring inventory holding gains in 2011 of
$16 million and lower 2012 sales volumes, partially offset by favorable manufacturing performance and improved pricing and product
mix.

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.

Aerospace and Technologies

($ in millions)

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

2012

Years Ended December 31,

2011

2010

876.8

86.6
(1.9)
84.7

784.6

79.6

713.7

69.8

Segment earnings before business consolidation costs as a % of

segment net sales ................................................................................

9.9%

10.1%

9.8%

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

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

Segment sales in 2012 increased $92.2 million compared to 2011 primarily due to higher sales from U.S. national defense contracts.
Segment earnings in 2012 compared to 2011 increased $7.0 million as a result of continued strong program performance and higher
sales.

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

Sales to the U.S. government, either directly as a prime contractor or indirectly as a subcontractor, represented 90 percent of segment
sales in 2012, 87 percent in 2011 and 96 percent in 2010. Contracted backlog for the aerospace and technologies segment at
December 31, 2012 and 2011, was $1.0 billion and $897 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 the 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 was 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 discontinued operations:

($ in millions)

2012

Years Ended December 31,
2011

2010

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

Business consolidation and other activities.............................................
Gain (loss) on sale of business................................................................
Loss on asset impairment........................................................................
Earnings from operations........................................................................
Tax benefit ..............................................................................................
Discontinued operations, net of tax.........................................................

(4.5)

1.7
(2.8)

318.5

(3.0)
(0.8)

1.5
(2.3)

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

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.

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)

2012

Years Ended December 31,
2011

2010

Cash flows provided by (used in) operating activities ............................
Cash flows provided by (used in) investing activities.............................
Cash flows provided by (used in) financing activities ............................

853.2
(356.0)
(486.9)

948.4
(738.0)
(216.8)

515.2
(110.2)
(459.6)

Lower operating cash flows in 2012 compared to 2011 were primarily due to approximately $90 million higher U.S. pension funding.
Working capital changes in 2012 were primarily related to higher days payable outstanding and more effective inventory management,
partially offset by higher days sales outstanding. Days payable outstanding increased from 42 days to 47 days, inventory days on hand
decreased from 53 days to 51 days and days sales outstanding increased from 36 days to 37 days.

In the fourth quarter of 2012, the company entered into an accounts receivable factoring program with a financial institution for
certain receivables of the company. The program is considered a true sale of the receivables and has a limit of $90 million, of which
$75 million was sold as of December 31, 2012.

Cash flows provided by operating activities in 2010 included a working capital outflow of $250 million related to a change in
accounting for our accounts receivable securitization program, which was effective January 1, 2010. Higher operating cash flows in
2011 compared to 2010 (excluding the accounting change) were due primarily to higher earnings before interest and taxes, favorable
working capital changes, the consolidation of Latapack-Ball and lower pension funding. The favorable working capital changes in
2011 were primarily related to lower days sales outstanding, higher days payable outstanding and more effective inventory
management. Days sales outstanding decreased from 38 days to 36 days, days payable outstanding increased from 39 days to 42 days
and inventory days on hand decreased from 61 days to 53 days.

Annual cash dividends paid on common stock were 40 cents per share in 2012, 28 cents per share in 2011 and 20 cents per share in
2010. Total dividends paid were $61.8 million in 2012, $45.7 million in 2011 and $35.8 million in 2010. On January 30, 2013, the
companys board of directors approved an increase in the quarterly dividend to 13 cents per share beginning with the March 15, 2013,
payment date.

Share Repurchases

The companys share repurchases, net of issuances, totaled $494.1 million in 2012, $473.9 million in 2011 and $506.7 million in
2010. 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.

Debt Facilities and Refinancing

The senior credit facilities bear interest at variable rates and include a $125 million Term A loan denominated in U.S. dollars, a
£46.5 million Term B loan denominated in British sterling and a 91.3 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 $3.3 billion at December 31, 2012, was slightly higher than the amount outstanding at December 31,
2011, of $3.1 billion.

On March 9, 2012, Ball issued $750 million of 5.00 percent senior notes due in March 2022. On the same date, the company tendered
for the redemption of its 6.625 percent senior notes originally due in March 2018 in the amount of $450 million, at a redemption price
per note of 102.583 percent of the outstanding principal amount plus accrued interest. The company redeemed $392.7 million during
the first quarter of 2012, and the remaining $57.3 million was redeemed during the second quarter. The redemption of the bonds
resulted in a charge of $15.1 million for the call premium and the write off of unamortized financing costs and premiums. The charge
is included as a component of interest expense in the consolidated statement of earnings.

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
companys senior credit facilities in 2010. The charges are included as a component of interest expense in the consolidated statement
of earnings.

In August 2011, the company entered into an accounts receivable securitization agreement for a term of three years, which was
amended in September 2012. The maximum the company can borrow under this agreement may vary between $110 million and $235
million depending on the seasonal accounts receivable balances in the companys North American packaging businesses. Prior to the
amendment, the maximum borrowings could vary between $150 million and $275 million. At December 31, 2012, there were no
outstanding amounts under the securitization agreement. There were no accounts receivable sold at December 31, 2012. 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.

At December 31, 2012, taking into account outstanding letters of credit, approximately $773 million was available under the
companys committed multi-currency revolving credit facilities. In addition to these long-term committed credit facilities, the
company had approximately $614 million of short-term uncommitted credit facilities available at the end of 2012, of which
$115.7 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, 2012, 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

Management Performance Measures

Management internally 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 (EVA®) dollars (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
capital expenditures). 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. 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, outlined in
the following calculations below.

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.

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

($ in millions)

2012

2011

2010

Years Ended December 31,

Earnings before taxes, as reported ..........................................................
Total interest expense .............................................................................
Earnings before interest and taxes (EBIT) ..............................................
Business consolidation and other activities.............................................
Comparable EBIT ...............................................................................

595.6
194.9
790.5
102.8
893.3

659.8
177.1
836.9
30.3
867.2

606.4
158.2
764.6
(11.0)
753.6

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

($ in millions, except ratios)

2012

Years Ended December 31,
2011

2010

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

Interest expense.......................................................................................

Total debt at December 31, 2012 ............................................................
Less cash and cash equivalents ...............................................................
Net debt...............................................................................................

Comparable EBIT/Interest Expense........................................................
Net debt/Comparable EBITDA...............................................................

893.3
282.9
1,176.2

179.8

3,305.1
(174.1)
3,131.0

5.0x
2.7x

867.2
301.1
1,168.3

177.1

3,144.1
(165.8)
2,978.3

4.9x
2.5x

753.6
265.5
1,019.1

149.4

2,812.3
(152.0)
2,660.3

5.0x
2.6x

Our calculation of comparable net earnings is summarized below:

($ in millions, except per share amounts)

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..............................................................

Net earnings attributable to Ball Corporation before above

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

Per diluted share from continuing operations, as reported........................
Per diluted share (comparable basis) ........................................................

Free Cash Flow

2012

Years Ended December 31,
2011

2010

$
$

403.5
2.8
67.5

9.2

483.0

2.57
3.06

$
$

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

Management internally uses a free cash flow measure: (1) to evaluate the companys operating results, (2) to evaluate strategic
investments, (3) to plan stock buyback and dividend levels and (4) to evaluate the companys 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 capital expenditures. Free
cash flow is typically derived directly from the companys consolidated statement of cash flows; 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)

2012

Years Ended December 31,
2011

2010

Total cash provided by operating activities ............................................
Adjust for increase in accounts receivable due to change in accounting
for securitization program...................................................................
Capital expenditures, including discontinued operations........................
Free cash flow.........................................................................................

853.2

948.4

515.2

(305.0)
548.2

(443.8)
504.6

250.0
(259.4)
505.8

Based on information currently available, we estimate cash flows from operating activities for 2013 to be in the range of $850 million,
capital expenditures to be approximately $400 million and free cash flow to be in the range of $450 million. In 2013, we intend to
utilize our operating cash flow to fund our stock repurchases, dividend payments, growth capital projects and, to the extent available,
acquisitions that meet our various criteria. Of the total 2013 estimated capital expenditures, approximately $188 million was
contractually committed as of December 31, 2012.

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, 2012, 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 obligations ...

Total

3,198.9
1,152.4
90.9
6,308.9
10,751.1

Payments Due By Period (a)

Less than 1
Year

1-3 Years

3-5 Years

More than
5 Years

104.1
168.4
35.3
2,411.0
2,718.8

580.4
332.0
38.4
2,316.0
3,266.8

428.2
265.8
10.8
1,581.9
2,286.7

2,086.2
386.2
6.4

2,478.8

(a) Amounts reported in local currencies have been translated at year-end 2012 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 companys 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, managements 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 $87.0 million of uncertain tax positions, the timing of which is unknown at this time.

Contributions to the companys defined benefit pension plans, not including the unfunded German plans, are expected to be in the
range of $95 million in 2013, of which approximately $80 million was contributed in January 2013. 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 $84.9 million, $79.3 million, $83.1 million, $86.4 million and $90.6 million for the years ending
December 31, 2013 through 2017, respectively, and a total of $506.7 million for the years 2018 through 2022. Payments to
participants in the unfunded German plans are expected to be between $21 million (16 million) and $23 million (17 million) in each
of the years 2013 through 2017 and a total of $99 million (75 million) for the years 2018 through 2022.

For the U.S. pension plans in 2013, we revised our return on asset assumption to 7.625 percent (from 7.75 percent in 2012) and our
discount rate assumption to 4.125 percent (from 4.75 percent in 2012). Based on these changes in assumptions and revisions based on
plan experience studies, U.S. pension expense in 2013 is anticipated to be approximately $5.5 million higher than in 2012. A reduction
of the expected return on pension assets assumption by one quarter of a percentage point would result in an estimated $3.2 million
increase in the 2013 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 $5.5 million of additional pension expense in 2013. Additional information regarding the
companys 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 Balls 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 2012,
2011 and 2010 were $18.7 million, $17.7 million and $13.4 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, managements intention is to indefinitely reinvest undistributed earnings
of Balls 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 routinely subject to 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 believes 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 companys 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 companys 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 companys 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
companys 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, electric power and diesel fuel; 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 companys 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 companys 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 companys 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 companys 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 managements evaluation of the companys internal control over
financial reporting; ongoing uncertainties surrounding sovereign debt of various European countries, as well as ratings agency
downgrades of various governments 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 companys 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 Forms 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

The company employs established risk management policies and procedures, which seek to reduce the companys exposure to
fluctuations in commodity prices, interest rates, currency exchange rates and prices of the companys common stock with regard to
common share repurchases and the companys 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. 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 purchase contracts for aluminum sheet. The terms include fixed, floating or pass-through
aluminum ingot component pricing. Second, we 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 any steel price changes that may occur in 2013.

Considering the effects of derivative instruments, the companys ability to pass through certain raw material costs through contractual
provisions, the markets ability to accept price increases and the companys commodity price exposures under its contract terms, a
hypothetical 10 percent adverse change in the companys steel and aluminum prices could result in an estimated $5.7 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 $7.4 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 $0.6 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, 2012,
included pay-fixed interest rate swaps, which effectively convert variable rate obligations to fixed-rate instruments.

Based on our interest rate exposure at December 31, 2012, 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 $5.4 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 companys 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 selling our products in local currency, 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 companys derivative financial instruments outstanding at December 31, 2012, currency exposures and currency
exposures from the purchase and sale of raw materials, a hypothetical 10 percent reduction (U.S. dollar strengthening) in currency
exchange rates compared to the U.S. dollar could result in an estimated $32.1 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
$30.6 million. Actual changes in market prices or rates may differ from hypothetical changes.

Common Stock Price Risk

The companys deferred compensation stock program is subject to variable plan accounting and, accordingly, is marked to fair value
using the companys closing stock price at the end of a reporting period. Based on current share levels in the program, each $1 change
in the companys stock price has an impact of $1.6 million on pretax earnings. During March and September 2011, the company
entered into total return swaps to mitigate the companys exposure to these fair value fluctuations, which were renewed in
January 2012 and July 2012 and will be outstanding until March 2013 and September 2013, respectively. The swaps have a notional
value of 1 million shares and 500,000 shares, respectively.

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, 2012 and 2011, and the results of their operations and
their cash flows for each of the three years in the period ended December 31, 2012 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, 2012, based on criteria established in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys 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 Managements Report on Internal Control Over Financial
Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Companys
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 companys 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 companys 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 companys 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.

/s/ PricewaterhouseCoopers LLP
Denver, Colorado
February 22, 2013

Consolidated Statements of Earnings
Ball Corporation and Subsidiaries

($ in millions, except per share amounts)

2012

Years Ended December 31,
2011

2010

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

8,735.7

8,630.9

7,630.0

Costs and expenses

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

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:

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

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

(7,174.0)
(282.9)
(385.5)
(102.8)
(7,945.2)

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

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

790.5

(179.8)
(15.1)
(194.9)

595.6
(165.0)
(1.3)
429.3
(2.8)

426.5
(23.0)
403.5

406.3
(2.8)
403.5

2.63
(0.02)
2.61

2.57
(0.02)
2.55

836.9

(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

Weighted average shares outstanding (000s):

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

154,648
158,084

165,275
168,590

180,746
183,538

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

0.40

0.28

0.20

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

Consolidated Statements of Comprehensive Earnings
Ball Corporation and Subsidiaries

($ in millions)

2012

Years Ended December 31,
2011

2010

Net earnings ..............................................................................................

426.5

466.3

473.7

Other comprehensive earnings:

Foreign currency translation adjustment...............................................
Pension and other postretirement benefits (a).......................................
Effective financial derivatives (b).........................................................
Mark-to-market adjustments on available for sale securities (c)...........
Total comprehensive earnings ..........................................................
Less comprehensive earnings attributable to noncontrolling interests..
Comprehensive earnings attributable to Ball Corporation ................

32.9
(79.5)
29.1

409.0
(22.7)
386.3

(38.1)
(93.7)
(110.8)
(10.2)
213.5
(22.6)
190.9

(57.1)
(13.4)
49.0
3.2
455.4
(5.7)
449.7

(a) Net of tax of $40.1 million, $56.3 million and $2.2 million for the years ended December 31, 2012, 2011 and 2010, respectively.
(b) Net of tax of $(22.3) million, $58.2 million and $(24.1) million for the years ended December 31, 2012, 2011 and 2010,

respectively.

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

Consolidated Balance Sheets
Ball Corporation and Subsidiaries

($ in millions)

Assets
Current assets

December 31,

2012

2011

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

Non-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 ....................................................................................................

Non-current liabilities

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

Shareholders equity

Common stock (329,014,589 shares issued - 2012; 327,003,933 shares issued - 2011)......
Retained earnings.................................................................................................................
Accumulated other comprehensive earnings (loss)..............................................................
Treasury stock, at cost (179,285,288 shares - 2012; 166,688,309 shares - 2011)................
Total Ball Corporation shareholders equity ..............................................................
Noncontrolling interests.......................................................................................................
Total shareholders equity ............................................................................................
Total liabilities and shareholders equity ....................................................................

174.1
930.1
1,044.4
190.8
2,339.4

2,288.6
2,359.4
519.7
7,507.1

219.8
946.9
278.4
240.7
1,685.8

3,085.3
1,238.1
207.9
6,217.1

1,026.3
3,580.8
(352.4)
(3,140.1)
1,114.6
175.4
1,290.0
7,507.1

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

165.8
910.4
1,072.5
173.2
2,321.9

2,220.2
2,247.1
495.4
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

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

Consolidated Statements of Cash Flows
Ball Corporation and Subsidiaries

($ in millions)

Cash Flows from Operating Activities

Net earnings ..........................................................................................
Discontinued operations, net of tax.......................................................
Adjustments to reconcile net earnings to cash provided by (used in)

continuing operating activities:
Depreciation and amortization ..........................................................
Equity earnings and gains related to acquisitions .............................
Business consolidation and other activities.......................................
Deferred tax provision ......................................................................
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

Capital expenditures..........................................................................
Business acquisitions, net of cash acquired ......................................
Acquisitions of equity affiliates, net of cash acquired ......................
Proceeds from dispositions, net of cash sold.....................................
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...................................................

2012

Years Ended December 31,
2011

2010

426.5
2.8

466.3
2.3

473.7
74.9

282.9

102.8
14.0
(25.3)

0.6
29.1
1.5
55.9
10.5
(55.8)
12.8
858.3
(5.1)
853.2

(305.0)
(71.2)

20.2
(356.0)

(356.0)

1,486.4
(1,071.6)
(337.0)
53.1
(547.2)
(61.8)
(8.8)
(486.9)

(2.0)

8.3
165.8
174.1

301.1
(10.1)
30.3
28.4
74.8

(4.1)
27.5
34.8
111.1
(20.4)
(54.8)
(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)
(11.0)
(28.7)
77.7

(287.0)
(153.1)
49.2
68.8
39.6
5.6
43.1
500.3
14.9
515.2

(250.2)
(62.0)
(63.8)
261.5
13.5
(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

Change in cash and cash equivalents
Cash and cash equivalents - beginning of year .........................................
Cash and cash equivalents - end of year ...................................................

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

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1
4

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

1. Critical and Significant Accounting Policies

The preparation of the companys consolidated financial statements in conformity with accounting principles generally accepted in the
United States of America (U.S. GAAP) requires Balls 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. Balls 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 managements judgment about the
impacts of matters that are inherently uncertain. Detailed below 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 companys 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 (Business Consolidation 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 managements 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 the 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 utilized the two-step impairment analysis and elected not to use the qualitative
assessment or step zero approach. In the two-step impairment analysis, 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 generated by each reporting unit, excluding any financing costs or dividends. The
companys 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 companys 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. During 2012, the company determined that the fair value of each of the reporting
units of the company was significantly in excess of its respective carrying value.

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 the 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 commercial risk exposures to fluctuations in interest
rates, currency exchange rates, raw materials purchasing, inflation rates and common share repurchases. The companys 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 derivatives 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 in the current year are (1) cost-type
sales contracts, which represent approximately 60 percent of segment net sales; (2) fixed price sales contracts, which represent 34
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 the 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.

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 depleted over the estimated useful lives of the
assets. Assets are depreciated and amortized using the straight-line method over their estimated useful lives, generally 5 to 40 years for
buildings and improvements and 2 to 20 years for machinery and equipment. Finite-lived intangible assets, including capitalized
software costs, are generally amortized over their estimated useful lives of 3 to 23 years.

During 2012, the company utilized a third party appraiser to assist in the evaluation of the estimated useful lives of its drawn and
ironed container and related end production equipment used to make beverage containers and ends and two-piece food containers.
This evaluation was performed as a result of the global alignment of the companys use and maintenance practices for this equipment
and the companys experience with the duration over which this equipment can be utilized. As a result, the company has revised the
estimated useful lives of this type of equipment utilized throughout the company, which resulted in a net reduction in depreciation
expense and cost of sales of $34.9 million ($22.3 million after tax, or $0.14 per diluted share) for the year ended December 31, 2012,
as compared to the amount of depreciation expense and cost of sales that would have been recognized by utilizing the prior
depreciable lives. The company has also evaluated its estimates of the accounting for tooling, spare parts and dunnage, as well as the
related obsolescence, and aligned its practices for all operations, resulting in a one-time increase in cost of sales and depreciation
expense of $11.0 million ($6.7 million after tax, or $0.04 per diluted share) for the year ended December 31, 2012, primarily
attributable to the immediate recognition of expense as items are placed in service.

Effective January 1, 2012, the company changed the presentation of capitalized software in its consolidated statements of earnings to
classify such assets as intangible assets rather than property, plant and equipment. As a result, the amounts included in the
consolidated balance sheet in intangibles and other assets, net of accumulated amortization, were $50.4 million and $45.2 million as of
December 31, 2012 and December 31, 2011, respectively. Capitalized software amounts that were previously reported as depreciation
have been reclassified to amortization for all years presented in the statements of earnings and cash flows, as well as in the notes to the
consolidated statements of earnings.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

1. Critical and Significant Accounting Policies (continued)

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.

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

Level 2Observable 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 3Prices 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 companys deferred compensation stock
program is subject to variable plan accounting and, accordingly, is marked to the closing price of the companys 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 the 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 companys 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 $26.8 million, $22.3 million and $22.2 million for the years ended December 31, 2012, 2011 and 2010, 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 July 2012, 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 an indefinite-lived intangible asset is less than its carrying value as a basis for determining
whether it is necessary to perform the currently prescribed quantitative impairment test. The new guidance was effective for Ball as of
the fourth quarter of 2012, and did not have an effect on the companys consolidated financial statements.

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 new guidance
was effective for Ball on January 1, 2012, and did not have a material effect on the companys 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 required the
company to present on the face of the financial statements reclassification adjustments for items that are reclassified from other
comprehensive earnings to net earnings, which was delayed until 2013. Ball has historically presented comprehensive earnings within
the statement of changes in shareholders equity and has adopted the two separate but consecutive statements presentation in its
consolidated financial statements effective January 1, 2012. The new guidance did not have a material effect on the companys
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 United States of America (U.S.) GAAP and
International Financial Reporting Standards (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 was effective for Ball as of January 1,
2012, and did not have a material effect on the companys consolidated financial statements or disclosures.

In January 2010, Ball adopted accounting guidance that modifies the way entities account for securitization 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.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

1. Critical and Significant Accounting Policies (continued)

New Accounting Guidance

In February 2013, amendments to existing accounting guidance was issued requiring the company to present, either on the face of the
financial statements or in the notes, the effect of significant amounts reclassified in their entirety from each component of accumulated
other comprehensive earnings based on the source into net earnings during the reporting period. For amounts not required to be
reclassified in their entirety, the company is required to cross-reference to other disclosures that provide additional details about those
reclassifications. The new guidance is effective for Ball on January 1, 2013, and is not expected to have a material effect on the
companys consolidated financial statements.

In December 2011, accounting guidance was issued requiring disclosures to help reconcile differences in the offsetting requirements
under U.S. GAAP and 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. Further guidance was issued in January 2013 to clarify the intended scope of the
required disclosures. The guidance is effective for Ball on January 1, 2013, and is not expected to have a material effect on the
companys consolidated financial statements.

2. Business Segment Information

Balls operations are organized and reviewed by management along its product lines and geographical areas 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 Peoples 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, Mexico and Argentina, which
manufacture and sell metal food, aerosol, paint and general line containers, as well as decorative specialty containers, extruded
aluminum aerosol 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 the 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:

Coca-Cola Bottlers Sales & Services Company LLC......................
MillerCoors LLC and SABMiller plc ...............................................
Pepsi-Cola Advertising and Marketing, Inc. and other PepsiCo Inc.
subsidiaries....................................................................................

Summary of Net Sales by Geographic Area

2012

2011

2010

11%
9%

11%
11%

6%
11%

12%

($ in millions)

U.S.

Foreign (a)

Consolidated

2012 ..................................................................................................
2011 ..................................................................................................
2010 ..................................................................................................

5,463.2
5,370.3
5,228.1

3,272.5
3,260.6
2,401.9

8,735.7
8,630.9
7,630.0

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

($ in millions)

U.S.

Germany (c)

Brazil

Other (d)

Consolidated

2012 ............................................................
2011 ............................................................

2,084.3
2,130.3

1,226.6
1,209.3

565.0
536.7

1,291.8
1,086.4

5,167.7
4,962.7

(a) Includes the companys 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 Europes goodwill and intangible assets have been allocated to Germany.

The total amounts allocated were $993.2 million and $963.9 million at December 31, 2012 and 2011, respectively.

(d) Includes the companys net long-lived assets in the PRC, Canada, Mexico, Argentina and European countries, not including

Germany (none of which was individually significant), intercompany eliminations and other.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

2. Business Segment Information (continued)

Summary of Business by Segment

($ in millions)

2012

2011

2010

Years Ended December 31,

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 ........................................................................
Business consolidation and other activities...............................................
Total aerospace & technologies ............................................................

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

Undistributed and corporate expenses and intercompany

eliminations, net....................................................................................
Business consolidation and other activities...............................................
Total undistributed and corporate expenses and intercompany

eliminations, 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 attibutable to Ball Corporation ...................................

4,541.7
1,950.0
1,381.4
876.8
(14.2)
8,735.7

522.5
(52.4)
470.1

219.0
(9.6)
209.4

131.1
(27.5)
103.6

86.6
(1.9)
84.7

867.8

(65.9)
(11.4)

(77.3)

790.5

(194.9)
(165.0)
(1.3)
429.3
(2.8)
426.5
(23.0)
403.5

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

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

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

2. Business Segment Information (continued)

($ in millions)

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 ..........................................................

Capital Expenditures

Metal beverage packaging, Americas & Asia.......................................
Metal beverage packaging, Europe .......................................................
Metal food & household products packaging, Americas ......................
Aerospace & technologies ....................................................................
Segment capital expenditures............................................................
Corporate ..............................................................................................
Capital expenditures..........................................................................

2012

Years Ended December 31,
2011

2010

116.9
97.1
39.9
21.9
275.8
7.1
282.9

173.9
56.4
25.5
43.7
299.5
5.5
305.0

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

2012

2011

December 31,

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

3,227.5
2,539.0
1,203.2
332.8
7,302.5
204.6
7,507.1

30.4
0.2
1.6
32.2

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

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

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

3. Acquisitions

Envases del Plata S.A. de C.V. (Envases)

In December 2012, the company acquired Envases, a leading producer of extruded aluminum aerosol packaging in Mexico with a
single manufacturing facility in San Luis Potosí, for cash of $55.9 million, net of cash acquired, and assumed debt of $72.7 million.
The facility produces extruded aluminum aerosol containers for personal care and household products for customers in North, Central
and South America and employs approximately 150 people. The acquisition is expected to provide a platform to grow the companys
existing North American extruded aluminum business, providing a new end market for the companys products, including the
companys ReAlTM technology that enables the use of recycled material and meaningful lightweighting in the manufacture of extruded
aluminum packaging. The acquisition of Envases is not material to the metal food and household products packaging, Americas,
segment.

Tubettificio Europeo S.p.A. (Tubettificio)

In August 2012, the company acquired Tubettificio, a small regional manufacturer of metal beverage packaging containers in Italy for
cash of approximately $15.3 million and consolidated it into other existing facilities. The acquisition is expected to generate returns in
excess of the companys cost of capital in the first year and is not material to the metal beverage packaging, Europe, segment.

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 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 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 companys
cost of capital. The acquired operations have been included in the metal beverage packaging, Europe, segment since the acquisition
date.

Managements fair market valuation of acquired assets and liabilities is summarized below. The 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
167.3
53.9
(22.3)
(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.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

3. Acquisitions (continued)

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 companys overall economic interest in the joint venture to 60.1 percent and expands and strengthens Balls 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. 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 purchase accounting. Latapack-Ball is included in the metal beverage packaging, Americas and Asia, reporting
segment.

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 (JFP)

In June 2010, the company acquired Jianlibaos 65 percent interest in a joint venture metal beverage container 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 Balls 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.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

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 was net of post-closing
adjustments of $21.3 million. The sale of Balls 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 discontinued operations:

($ in millions)

2012

Years Ended December 31,
2011

2010

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

Business consolidation and other activities...............................................
Gain (loss) on sale of business..................................................................
Loss on asset impairment..........................................................................
Earnings from operations..........................................................................
Tax benefit ................................................................................................
Discontinued operations, net of tax...........................................................

(4.5)

1.7
(2.8)

318.5

(3.0)
(0.8)

1.5
(2.3)

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

Ball Corporation and Subsidiaries
Notes to the 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:

($ in millions)

Metal beverage packaging, Americas & Asia...........................................
Metal beverage packaging, Europe...........................................................
Metal food & household products packaging, Americas ..........................
Aerospace & technologies ........................................................................
Corporate and other...................................................................................

2012

Years Ended December 31,
2011

2010

(52.4)
(9.6)
(27.5)
(1.9)
(11.4)
(102.8)

(11.0)
(14.1)
(1.9)

(3.3)
(30.3)

(3.2)
18.3

(4.1)
11.0

2012

Metal Beverage Packaging, Americas and Asia

In August 2012, Ball announced plans to close its Columbus, Ohio, beverage container manufacturing facility and its Gainesville,
Florida, end facility. The two facilities are being closed in order to consolidate the companys 12-ounce beverage container and end
production capacity to meet changing market demand. In connection with the closures and a related voluntary separation program
completed within the segment, the company recorded initial charges of $31.3 million in the third quarter and an additional $18.9
million in the fourth quarter. Of the total charges of $50.2 million, $20.4 million represented severance, pension and other employee
benefits; $19.9 million represented accelerated depreciation on abandoned assets, $5.3 million represented the write down of real
property to net realizable value and $4.6 million represented the obsolescence of tooling and spares. Further charges to close the
facilities of approximately $13.1 million are expected to be recorded during the first half of 2013.

Also included in 2012 were net charges of $2.2 million related to previously closed facilities and other insignificant costs.

Metal Beverage Packaging, Europe

Charges of $6.3 million were recorded in the segment in connection with the relocation of the companys European headquarters from
Germany to Switzerland during the third quarter of 2012.

The fourth quarter and full year of 2012 included charges of $1.3 million and $1.7 million, respectively, related to a fire at one of the
companys beverage container plants in the United Kingdom. Also included in 2012 were net charges of $1.6 million related to
previously closed facilities and other insignificant costs.

Metal Food and Household Products Packaging, Americas

In November 2012, the company purchased annuities with pension trust assets to settle the liabilities in certain of its Canadian defined
benefit pension plans. In connection with the final settlement during the fourth quarter of 2012, the company recorded charges of
$26.7 million, which primarily represented previously unrecognized losses included in accumulated other comprehensive earnings
(loss).

Also included in 2012 were net charges of $0.8 million related to previously closed facilities and other insignificant costs.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

5. Business Consolidation and Other Activities (continued)

Corporate and Aerospace and Technologies

The company incurred costs of $6.2 million at the corporate headquarters in connection with the relocation of the companys
European headquarters from Germany to Switzerland discussed above. The fourth quarter also included charges of $2.9 million for
transaction costs related to the acquisition of Envases in December 2012 and $3.4 million for a voluntary separation program offered
to corporate headquarters and aerospace and technologies employees. Additionally, net charges of $0.8 million were recorded to
reflect other individually insignificant costs.

2011

Metal Beverage Packaging, Americas and Asia

In January 2011, Ball announced plans to close its Torrance, California, beverage container manufacturing facility; relocate a 12-
ounce container line from the Torrance facility to its Whitby, Ontario, Canada, facility; and expand specialty container production in
its Fort Worth, Texas, 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. 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, 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 companys 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 companys 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.

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 (See Note 3.)

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

5. Business Consolidation and Other Activities (continued)

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

Charges recorded in 2010 included $1.0 million for transaction costs related to the acquisition of Neuman (discussed in Note 3) and
$3.1 million to establish a reserve associated with an environmental matter at a previously owned facility.

Summary

Detailed below is a summary of reserve activity by segment related to business consolidation activities for the years ended
December 31, 2012 and 2011. 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

Aerospace &
Technologies

Corporate and
Other Costs

Total

Balance at December 31, 2010 .......
Charges to earnings.........................
Cash payments and other activity ...
Balance at December 31, 2011 .......
Charges to earnings.........................
Cash payments and other activity ...
Balance at December 31, 2012 .......

7.5
15.9
(20.7)
2.7
15.4
(1.7)
16.4

9.5
1.4
(5.1)
5.8
0.7
(3.5)
3.0

1.9

11.0
0.6
(7.5)
4.1
5.6
(5.9)
3.8

28.0
17.9
(33.3)
12.6
23.6
(11.1)
25.1

The carrying value of fixed assets remaining for sale in connection with plant closures was approximately $31.4 million and $16.3
million at December 31, 2012 and 2011, respectively.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

6. Receivables

($ in millions)

Trade accounts receivable........................................................................................................
Less allowance for doubtful accounts ......................................................................................
Net trade accounts receivable ..............................................................................................
Other receivables .....................................................................................................................

December 31,

2012

2011

878.3
(13.7)
864.6
65.5
930.1

854.0
(13.4)
840.6
69.8
910.4

Net accounts receivable under long-term contracts, due primarily from agencies of the U.S. government and their prime contractors,
were $155.9 million and $136.0 million for the years ended December 31, 2012 and 2011, respectively, and included $75.5 million
and $66.0 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 2.3 years, and the average length remaining on
those contracts at December 31, 2012, was nine months. Approximately $0.2 million of unbilled receivables at December 31, 2012, 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.

7. Inventories

($ in millions)

Raw materials and supplies......................................................................................................
Work-in-process and finished goods........................................................................................
Less inventory reserves............................................................................................................

8. Property, Plant and Equipment

($ in millions)

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

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

December 31,

2012

2011

426.7
664.5
(46.8)
1,044.4

469.0
644.4
(40.9)
1,072.5

December 31,

2012

2011

82.6
934.3
3,407.6
240.6
4,665.1
(2,376.5)
2,288.6

89.4
881.3
3,121.1
291.4
4,383.2
(2,163.0)
2,220.2

Property, plant and equipment are stated at historical or acquired cost. Depreciation expense amounted to $248.3 million, $268.7
million and $243.1 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Ball Corporation and Subsidiaries
Notes to the 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, 2010 ..................................
Business acquisition...................................................
Acquisition of equity affiliates...................................
Effects of currency exchange rates ............................
Balance at December 31, 2011 ..................................
Business acquisition...................................................
Effects of currency exchange rates ............................
Balance at December 31, 2012 ..................................

739.4

1.3

740.7

985.6
166.6

(26.1)
1,126.1
10.4
22.8
1,159.3

380.3

380.3
79.1

459.4

Total

2,105.3
166.6
1.3
(26.1)
2,247.1
89.5
22.8
2,359.4

Balls 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.

In December 2012, the company acquired Envases (see Note 3) and, based on our preliminary purchase price allocation, recorded
$79.1 million of goodwill in the metal food and household products packaging, Americas, segment.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

10. Intangibles and Other Assets

($ in millions)

Investment in affiliates.............................................................................................................
Intangible assets (net of accumulated amortization of $68.1 and $46.6 at December 31,

2012 and 2011, respectively) ...............................................................................................
Capitalized software (net of accumulated amortization of $78.4 and $68.9 at December 31,
2012 and 2011, respectively) ...............................................................................................
Company and trust-owned life insurance.................................................................................
Deferred financing costs ..........................................................................................................
Other ........................................................................................................................................

December 31,

2012

2011

32.2

162.9

50.4
114.7
37.3
122.2
519.7

26.4

180.6

45.2
145.7
35.4
62.1
495.4

Total amortization expense of intangible assets amounted to $34.6 million, $32.4 million and $22.4 million for the years ended
December 31, 2012, 2011 and 2010, respectively. Based on intangible assets and currency exchange rates as of December 31, 2012,
total annual intangible asset amortization expense is expected to be between approximately $16 million and $29 million for each of the
years 2013 through 2017, and a total of approximately $49 million thereafter.

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 companys leases in
effect at December 31, 2012, include renewal options and/or escalation clauses for adjusting lease expense based on various factors.

Total noncancellable operating leases in effect at December 31, 2012, require rental payments of $35.3 million, $24.0 million,
$14.4 million, $7.4 million and $3.4 million for the years 2013 through 2017, respectively, and $6.4 million combined for all years
thereafter. Lease expense for all operating leases was $70.2 million, $67.3 million and $61.9 million in 2012, 2011 and 2010,
respectively.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

12. Debt and Interest Costs

At December 31, 2012, short-term debt included $115.7 million outstanding under uncommitted bank facilities. Short-term debt at
December 31, 2011, included $231.0 million outstanding under the accounts receivable securitization and $148.6 million outstanding
under uncommitted bank facilities. The weighted average interest rate of the outstanding short-term facilities was 2.3 percent and
2.7 percent at December 31, 2012 and 2011, respectively.

Long-term debt and interest rates in effect 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 ......................
5.00% Senior Notes, due March 2022 ...................

Senior Credit Facilities, due December 2015 (at

variable rates)
Term A Loan, U.S. dollar denominated

(2012 - 1.96%; 2011 - 2.04%)............................

Term B Loan, British sterling denominated

(2012 - 2.24%; 2011 - 2.52%)............................

Term C Loan, euro denominated

(2012 - 1.86%; 2011 - 2.89%) ...........................
Multi-currency revolver, due December 2015 ......
Latapack-Ball Notes Payable

(2012 - 3.70%; 2011 - 3.6%)..................................
Other (including discounts and premiums) ...........

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

December 31,

2012

In Local
Currency

In U.S. $

2011

In Local
Currency

In U.S. $

$
$
$
$
$
$

375.0

325.0
500.0
500.0
750.0

125.0

46.5

91.3
159.0

176.1

Various

375.0

$
$
$
$
$
$

325.0
500.0
500.0
750.0

125.0

75.2

120.6
210.1

176.1
32.4
3,189.4
(104.1)
3,085.3

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

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 expiring in December 2015 that provides the company with up to the U.S. dollar
equivalent of $1 billion. At December 31, 2012, taking into account outstanding letters of credit, approximately $773 million was
available under these revolving credit facilities. In addition to the long-term committed credit facilities, the company had
approximately $614 million of short-term uncommitted credit facilities available at the end of 2012, of which $115.7 million was
outstanding and due on demand.

An amendment to the companys existing credit agreement was finalized in July 2012 to reflect the addition and deletion of various
legal entities as borrowers, primarily as a result of the relocation of Balls European headquarters to Switzerland, and to ensure
compliance with Swiss laws and regulations. The amendment also reflects modifications, including increasing various covenant
baskets that are available to the company.

Ball Corporation and Subsidiaries
Notes to the 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, which was
amended in September 2012. The maximum the company can borrow under the amended agreement can vary between $110 million
and $235 million depending on the seasonal accounts receivable balances in the companys North American packaging businesses.
Prior to the amendment in September, the maximum borrowings could vary between $150 million and $275 million. At December 31,
2012, there were no outstanding amounts under the securitization agreement. There were no accounts receivable sold at December 31,
2012. 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.

The fair value of the long-term debt was estimated to be $3.4 billion at December 31, 2012, compared to a carrying value of $3.2
billion. The fair value was $2.9 billion at December 31, 2011, compared to a carrying value of $2.8 billion. The fair value reflects the
market rates at each period end for debt with credit ratings similar to the companys ratings and is classified as Level 2 within the fair
value hierarchy. 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, 2012, have maturities of $104.1 million, $141.6 million, $438.8 million,
$403.7 million and $24.5 million for the years ending December 31, 2013 through 2017, respectively, and $2,086.2 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, 2012 and 2011, were $17.3 million and $16.5 million, respectively.

The senior notes and senior credit facilities are guaranteed on a full, unconditional and joint and several basis by certain of the
companys wholly owned domestic subsidiaries. Certain foreign denominated tranches of the senior credit facilities are similarly
guaranteed by certain of the companys 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 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 companys 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, 2012, and December 31, 2011, and has met all debt payment obligations.

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 the Consolidated Financial Statements

12. Debt and Interest Costs (continued)

A summary of total interest cost paid and accrued follows:

($ in millions)

2012

2011

2010

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..................................................................................

$
$

2012

Deferred

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

201.1
(6.2)
194.9
177.3

$
$

185.1
(8.0)
177.1
177.9

$
$

161.1
(2.9)
158.2
137.2

2012

Years Ended December 31,
2011

2010

295.8
299.8
595.6

313.6
346.2
659.8

319.3
287.1
606.4

Years Ended December 31,

2011

54.7
15.0
81.3
151.0

19.7
3.8
(9.5)
14.0
165.0

2010

61.3
15.0
96.6
172.9

48.0
7.7
(27.3)
28.4
201.3

63.5
11.6
80.1
155.2

18.2
2.3
0.1
20.6
175.8

(a) Amounts do not include tax benefits (expense) related to discontinued operations of $1.7 million, $1.5 million and $30.5 million in

2012, 2011 and 2010, respectively.

Ball Corporation and Subsidiaries
Notes to the 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)

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 ...............

2012

Years Ended December 31,
2011

2010

208.5

230.9

(48.9)
12.2
18.7
(7.1)

(10.3)
(5.5)

(2.6)
165.0

(46.3)
14.0
17.7
(6.5)
(5.0)
4.7
(1.6)

(6.6)
201.3

212.2

(26.0)
13.1
13.4
(9.7)

3.3
(4.6)
(8.0)
(11.8)
(6.1)
175.8

27.7%

30.5%

29.0%

(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 decrease in the 2012 full year effective income tax rate of 27.7 percent as compared to 2011 of 30.5 percent was primarily the net
result of the release of various income tax reserves effectively settled with taxing jurisdictions, a lower income tax rate on foreign
earnings and an increased tax benefit related to company and trust-owned life insurance.

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 Brazils results and the acquisition of Aerocan, both of
which have income tax holidays.

In 2005 Balls 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, 2012, 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 Balls Brazilian joint venture as discussed in Note 3, Ball has included
the impact of two Brazilian tax holidays. Under the terms of the holidays, which expire in 2021 and 2022, a certain portion of Brazils
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, 2012, the remaining tax holiday is $12.4 million.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

13. Taxes on Income (continued)

Net income tax payments were $143.9 million, $148.0 million and $150.3 million in 2012, 2011 and 2010, respectively.

The significant components of deferred tax assets and liabilities 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.........................................................................
Other ....................................................................................................................................
Total deferred tax liabilities .............................................................................................
Net deferred tax asset (liability)................................................................................

The net deferred tax asset (liability) was included in the consolidated balance sheets as follows:

($ in millions)

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

December 31,

2012

2011

99.9
125.4
10.0
193.6
24.1
82.0
21.3
23.0
579.3
(76.5)
502.8

(268.0)
(130.4)

(43.6)
(442.0)
60.8

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

December 31,

2012

2011

80.4
44.7
(8.8)
(55.5)
60.8

102.4
29.7
(1.6)
(80.2)
50.3

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

13. Taxes on Income (continued)

At December 31, 2012, Ball Packaging Europe and its subsidiaries had net operating loss carryforwards, with no expiration date, of
$45.5 million with a related tax benefit of $10.8 million. Balls Canadian subsidiaries had net operating loss carryforwards, expiring
between 2026 and 2032, of $81.1 million with a related tax benefit of $21.5 million. In addition, Balls Argentine subsidiary had a net
operating loss carryforward of $3.3 million, expiring between 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 $9.9 million, and the Canadian and Argentine
benefits have been fully offset by valuation allowances. The company also had $3.1 million of miscellaneous tax net operating losses
and attributes with no valuation allowance due to expected realization. At December 31, 2012, the company had foreign tax credit
carryforwards of $45.5 million expiring between 2014 and 2022; however, due to the uncertainty of realization of the entire foreign
tax credit, a valuation allowance of $44.0 million has been applied to reduce the carrying value to $1.5 million.

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

($ in millions)

2012

2011

2010

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 ................................................................................................

68.8
28.2
10.8
(21.6)
(2.5)
3.3
87.0

87.0
87.0

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

The annual provisions for income taxes included a tax benefit of $10.3 million in 2012, tax expense of $4.7 million in 2011 and
$15.5 million in 2010.

At December 31, 2012, the amount of unrecognized tax benefits that, if recognized, would reduce tax expense was $87.0 million.
Within the next 12 months, it is reasonably possible that unrecognized tax benefits may decrease by zero and $4.7 million as a result
of settlements with various taxing jurisdictions. The company or one of its subsidiaries files income tax returns in the U.S. federal,
various states and foreign jurisdictions. The U.S. federal statutes of limitations is closed for years prior to 2008. With a few
exceptions, the company is no longer subject to state and local or foreign examinations by tax authorities for years prior to 2005. The
companys significant non-U.S. filings are in Germany, France, the United Kingdom, the Netherlands, Poland, Serbia, the PRC,
Canada, Brazil, Czech Republic, Mexico and Argentina. At December 31, 2012, the company had ongoing examinations by tax
authorities in the U.S., Germany, the United Kingdom, France and Canada.

The company recognizes the accrual of interest and penalties related to unrecognized tax benefits in income tax expense. Ball
recognized $3.0 million, $3.1 million and $2.5 million of additional income tax expense in 2012, 2011 and 2010, respectively, for
potential interest on these items. At December 31, 2012 and 2011, the accrual for uncertain tax positions included potential interest
expense of $11.1 million and $12.1 million, respectively. No penalties have been accrued.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

14. Employee Benefit Obligations

($ in millions)

Underfunded defined benefit pension liabilities ....................................................................
Less current portion and prepaid pension assets ....................................................................
Long-term defined benefit pension liabilities ....................................................................
Retiree medical and other postemployment benefits .............................................................
Deferred compensation plans.................................................................................................
Other ......................................................................................................................................

December 31,

2012

2011

820.2
(25.0)
795.2
177.0
237.8
28.1
1,238.1

731.6
(24.8)
706.8
169.2
228.0
39.7
1,143.7

The companys 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 2012
expense for these plans of $2.7 million, which approximated the total annual funding, is included in the summary of net periodic
benefit cost. Certain of the companys multiemployer defined benefit plans are reported to have significant underfunded liabilities.
These plans include: Graphic Communications Conference of the International Brotherhood of Teamsters National Pension
Fund, IAM National Pension Plan and Western Conference of Teamsters Pension Plan. Pension-related legislation requires
underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding. As a
result, the company contributions to these plans are subject to increases in the future, however, any increases in contribution levels are
not expected to significantly impact the companys liquidity.

The risks of participating in multiemployer pension plans are different from single-employer plans. Assets contributed to a
multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. If a participating
employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
In the event that Ball withdraws from participation in one of these plans, then applicable law could require the company to make
additional lump-sum contributions to the plan. The companys withdrawal liability for any multiemployer defined benefit pension plan
would depend on the extent of the plans funding of vested benefits. Additionally, if a multiemployer defined benefit pension plan
fails to satisfy certain minimum funding requirements, the IRS may impose a nondeductible excise tax of 5 percent on the amount of
the accumulated funding deficiency for those employers contributing to the plan.

Certain management employees may elect to defer the payment of all or a portion of their annual incentive compensation into the
companys deferred compensation plan and/or the companys 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 participants account as stock units, with each unit having a value equivalent to one share of Balls 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.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

14. Employee Benefit Obligations (continued)

Defined Benefit Pension Plans

An analysis of the change in benefit accruals for 2012 and 2011 follows:

($ in millions)
Change in projected benefit obligation:
Benefit obligation at prior year end ..
Service cost .......................................
Interest cost .......................................
Benefits paid .....................................
Net actuarial losses ...........................
Effect of exchange rates....................
Settlements........................................
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....................
Settlements........................................
Other .................................................
Fair value of assets at end of year .....
Underfunded status.....................

U.S.

2012
Foreign

Total

U.S.

2011
Foreign

Total

1,220.9
47.0
56.5
(58.4)
103.4

4.2
1,373.6

824.9
79.6
106.8

609.8
7.9
28.7
(34.3)
85.7
18.8
(56.6)

660.0

274.2
21.6
26.1

1,830.7
54.9
85.2
(92.7)
189.1
18.8
(56.6)
4.2
2,033.6

1,099.1
101.2
132.9

(58.4)

(0.9)

952.0
(421.6) $

21.9
(34.3)
9.8
(56.6)
(1.3)
261.4
(398.6)(a) $

21.9
(92.7)
9.8
(57.5)
(1.3)
1,213.4
(820.2) $

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

24.4
(37.2)
(2.0)

274.2
(335.6)(a) $

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

24.4
(100.0)
(2.0)

(5.5)
1,099.1
(731.6)

(a) The German plans are unfunded and the liability is included in the companys consolidated balance sheets. Benefits are paid
directly by the company to the participants. The German plans represented $359.6 million and $289.5 million of the total
unfunded status at December 31, 2012 and 2011, respectively.

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

($ in millions)

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

liabilities .................................

U.S.

2012
Foreign

December 31,

Total

U.S.

2011
Foreign

Total

1.0

4.0

(421.6)
(421.6) $

(399.6)
(398.6) $

(821.2)
(820.2) $

(396.0)
(396.0) $

(339.6)
(335.6) $

(735.6)
(731.6)

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

($ in millions)

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

exchange rates........................

U.S.

2012
Foreign

December 31,

Total

U.S.

2011
Foreign

Total

626.8
14.6

(251.5)
389.9

128.1
(2.8)

(47.1)
78.2

754.9
11.8

(298.6)
468.1

561.3
11.9

(224.8)
348.4

75.7
(3.2)

(30.1)
42.4

637.0
8.7

(254.9)
390.8

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

14. Employee Benefit Obligations (continued)

The accumulated benefit obligation for all U.S. defined benefit pension plans was $1,327.2 million and $1,184.8 million at
December 31, 2012 and 2011, respectively. The accumulated benefit obligation for all foreign defined benefit pension plans was
$598.7 million and $541.4 million at December 31, 2012 and 2011, respectively. Following is the information for defined benefit
plans with an accumulated benefit obligation in excess of plan assets:

($ in millions)

U.S.

2012
Foreign

December 31,

Total

U.S.

2011
Foreign

Total

Projected benefit obligation ..................
Accumulated benefit obligation ............
Fair value of plan assets........................

1,373.6
1,327.2
952.0

403.6
383.8
39.6(a)

1,777.2
1,711.0
991.6

1,220.9
1,184.8
824.9

350.7
339.0
53.9(a)

1,571.6
1,523.8
878.8

(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 $359.6 million and $289.5 million at December 31, 2012 and 2011, respectively.

Components of net periodic benefit cost were:

($ in millions)

U.S.

2012
Foreign

Total

Years Ended December 31,
2011
Foreign

U.S.

Total

U.S.

2010
Foreign

Total

Service cost ............................................
Interest cost ............................................
Expected return on plan assets ...............
Amortization of prior service cost .........
Recognized net actuarial loss.................
Curtailment and settlement losses,

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

$ 47.0 $
56.5
(73.9)
0.9
33.7

7.9 $ 54.9 $ 43.2 $

7.8 $ 51.0 $ 43.8 $

28.7
(16.9)
(0.4)
7.0

85.2
(90.8)
0.5
40.7

57.6
(72.1)
1.2
21.5

30.8
(17.1)
(0.4)
5.7

88.4
(89.2)
0.8
27.2

56.5
(67.7)
1.3
18.7

7.1 $ 50.9
86.0
29.5
(82.7)
(15.0)
1.0
(0.3)
23.6
4.9

(0.1)
64.1
2.7

1.7
80.5
3.1
$ 66.8 $ 52.0 $ 118.8 $ 60.6 $ 26.8 $ 87.4 $ 55.6 $ 28.0 $ 83.6

25.6
116.1
2.7

(0.1)
52.5
3.1

1.8
28.0

26.8

25.7
52.0

6.5
84.7
2.7

6.5
57.9
2.7

In November 2012, the company purchased annuities with pension trust assets to settle the liabilities in certain of its Canadian defined
benefit pension plans. In connection with the settlements, the company recorded a charge in the fourth quarter of $27.1 million, which
primarily represents previously unrecognized losses included in accumulated other comprehensive earnings (loss).

The estimated actuarial net gain (loss) and prior service cost for the defined benefit pension plans that will be amortized from
accumulated other comprehensive earnings (loss) into net periodic benefit cost during 2013 are a loss of $50.5 million and gain of
$0.2 million, respectively.

Contributions to the companys defined benefit pension plans, not including the unfunded German plans, are expected to be in the
range of $95 million in 2013, of which approximately $80 million was contributed in January 2013. 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 $84.9 million, $79.3 million, $83.1 million, $86.4 million and $90.6 million for the years ending
December 31, 2013 through 2017, respectively, and a total of $506.7 million for the years 2018 through 2022. Payments to
participants in the unfunded German plans are expected to be approximately $21 million (16 million) to $23 million (17 million) in
each of the years 2013 through 2017 and a total of $99 million (75 million) for the years 2018 through 2022.

Ball Corporation and Subsidiaries
Notes to the 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.....

2012

4.13%
4.80%

U.S.
2011

2010

2012

Canada
2011

4.75%
4.80%

5.55%
4.80%

4.00%
3.00%

4.05%
3.00%

2010

4.75%
3.25%

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

Discount rate ................................
Rate of compensation increase.....
Pension increase...........................

2012

United Kingdom
2011

4.50%
3.75%
2.90%

5.00%
3.90%
3.05%

2010

2012

5.50%
4.25%
3.50%

3.25%
2.75%
1.75%

Germany
2011

2010

5.00%
2.75%
1.75%

The discount and compensation increase rates used above to determine the benefit obligations at December 31, 2012, will be used to
determine net periodic benefit cost for 2013. A reduction of the expected return on pension assets assumption by one quarter of a
percentage point would result in an approximate $3.2 million increase in the global 2013 pension expense, while a quarter of a
percentage point reduction in the discount rate applied to the pension liability would result in an estimated $5.5 million of additional
pension expense in 2013.

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 ...................................

2012

U.S.
2011

2010

2012

Canada
2011

2010

4.75%
4.80%

7.75%

5.55%
4.80%

8.00%

6.00%
4.80%

8.25%

4.05%
3.00%

4.53%

4.75%
3.25%

5.14%

5.00%
3.50%

5.52%

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 ...............................................

United Kingdom

2012

2011

5.00%
3.90%
3.05%

2010
5.75%
4.25%

5.50%
4.25%
3.40% 3.40%/2.50%

2012

5.00%
2.75%
1.75%

Germany
2011

2010

5.00%
2.75%
1.75%

7.00%

N/A

5.00%
2.75%
1.75%

N/A

(a) For the United Kingdom, the first percentage in 2010 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 the 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, 2012, several benchmarks were considered, including Moodys 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, 2012, 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, 2012, 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 Balls 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 funds 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 $1,179.8 million for 2012, $1,201.6 million for 2011 and
$1,106.5 million for 2010.

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 the 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, 2012:

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

U.S.

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

Canada

0-2%
8-12%
88-92%

United
Kingdom

56-62%(c)
38-44%

(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 trusts 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.

The actual weighted average asset allocations for Balls defined benefit pension plans, which individually were within the established
targets for each country for that year, were as follows at December 31:

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

2012

2011

2%
39%
53%
6%
100%

2%
36%
56%
6%
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.

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.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

14. Employee Benefit Obligations (continued)

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 companys 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 are summarized in the tables below:

($ in millions)

Level 1

Level 2

Level 3

Total

December 31, 2012

U.S. pension assets, at fair value:

Cash and cash equivalents ...................................
Corporate equity securities:

Industrials.........................................................
Information Technology ..................................
Other ................................................................

U.S. government and agency securities:

FHLMC mortgage backed securities ...............
FNMA mortgage backed securities..................
Other ................................................................

Corporate bonds and notes:

Financials .........................................................
Utilities.............................................................
Private placement.............................................
Other ................................................................
Commingled funds...............................................
Limited partnerships and other ............................
Total assets.......................................................

16.4

57.6

39.6
33.4
108.3

23.6

13.8

235.1

44.8

27.1
65.2
11.0

105.4
35.3
35.3
124.1
86.5
75.7
668.0

48.9
48.9

74.0

39.6
33.4
153.1

27.1
65.2
34.6

105.4
35.3
35.3
124.1
100.3
124.6
952.0

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

14. Employee Benefit Obligations (continued)

($ in millions)

Level 1

Level 2

Level 3

Total

December 31, 2011

U.S. pension assets, at fair value:

Cash and cash equivalents .....................................
Corporate equity securities:

Industrials...........................................................
Other ..................................................................

U.S. government and agency securities:

FHLMC mortgage backed securities .................
FNMA mortgage backed securities....................
Other ..................................................................

Corporate bonds and notes:

Financials ...........................................................
Utilities...............................................................
Other ..................................................................
Commingled funds.................................................
Limited partnerships and other ..............................
Total assets.........................................................

25.5

28.4
66.6

69.4

0.7

0.1
165.2

40.4

32.6
69.2
11.2

107.3
48.0
119.6
115.0
35.0
603.8

55.9
55.9

The following is a reconciliation of the U.S. Level 3 assets for the two years ended December 31, 2012 (dollars in millions):

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 ...............................................................................................................................
Actual return on plan assets relating to assets still held at the reporting date .........................................................
Purchases ................................................................................................................................................................
Sales .......................................................................................................................................................................
Transfers to Level 2 (a)...........................................................................................................................................
Balance at December 31, 2012 ...............................................................................................................................

(a) Transfers from Level 3 to Level 2 were made as a result of additional observable inputs becoming available.

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):

Cash and cash equivalents ...................................................................................................
U.K. equity commingled funds ............................................................................................
Foreign equity commingled funds .......................................................................................
U.K. fixed income commingled funds .................................................................................
Net assets .........................................................................................................................

December 31,

2012

2011

6.4
36.4
11.5
54.3

December 31,

2012

2011

9.8
66.0
48.0
83.3
207.1

25.5

28.4
107.0

32.6
69.2
80.6

107.3
48.0
120.3
115.0
91.0
824.9

34.7
0.9
25.2
(4.9)
55.9
3.5
9.0
(5.5)
(14.0)
48.9

11.7
45.5
50.1
107.3

56.7
39.6
70.6
166.9

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

14. Employee Benefit Obligations (continued)

Other Postemployment Benefits

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 retirees 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.

An analysis of the change in other postretirement benefit accruals for 2012 and 2011 follows:

($ in millions)

Change in benefit obligation:

2012

2011

Benefit obligation at prior year end .....................................................................................
Service cost ..........................................................................................................................
Interest cost ..........................................................................................................................
Benefits paid ........................................................................................................................
Net actuarial loss (gain) .......................................................................................................
Curtailment loss (gain).........................................................................................................
Settlements...........................................................................................................................
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 .................................................................................................................

165.1
1.6
7.4
(10.0)
3.5

0.6
168.2

(11.1)
10.0
1.1

0.0
(168.2)

Components of net periodic benefit cost were:

($ in millions)

2012

2011

2010

Years Ended December 31,

Service cost ...............................................................................................
Interest cost ...............................................................................................
Amortization of prior service cost ............................................................
Recognized net actuarial gain ...................................................................
Special termination benefits......................................................................
Net periodic benefit cost .......................................................................

1.6
7.4
(0.1)
(1.0)

7.9

2.3
9.7

0.7
1.9
14.6

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)

2.5
10.2
0.2
0.8

13.7

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

14. Employee Benefit Obligations (continued)

Approximately $0.6 million of estimated net actuarial loss and $0.5 million of prior service cost will be amortized from accumulated
other comprehensive loss into net period benefit cost during 2013.

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, 2012, an 8.0 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 2020 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 companys 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 increase in
assumed health care cost trend rates would increase the total of service and interest cost by $0.3 million and the postretirement benefit
obligation by $5.1 million. A one-percentage point decrease would decrease the total of service and interest cost by $0.3 million and
the postretirement benefit obligation by $4.5 million.

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 participants salary plus 50 percent of the next 2 percent. The expense associated with the company match
amounted to $21.8 million, $20.8 million and $20.5 million for 2012, 2011 and 2010, respectively.

In addition, substantially all employees within the companys aerospace and technologies segment who participate in Balls
401(k) plan may receive a performance-based matching cash contribution of up to 4 percent of base salary. The company recognized
$9.2 million, $8.3 million and $3.0 million of additional compensation expense related to this program for the years 2012, 2011 and
2010, respectively.

15. Shareholders Equity

At December 31, 2012, 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 companys 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 companys 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 Balls board of directors. The Rights would not interfere with any merger or other
business combinations approved by the board of directors.

The companys share repurchases, net of issuances, totaled $494.1 million in 2012, $473.9 million in 2011 and $506.7 million in
2010. In February 2012, in a privately negotiated transaction, Ball entered into an accelerated share repurchase agreement to buy $200
million of its 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, 2012. The agreement was settled in May 2012, and the company received an additional 334,039 shares, which represented
a weighted average price of $40.66 for the contract period.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

15. Shareholders Equity (continued)

In October 2011, in a privately negotiated transaction, Ball entered into an accelerated share repurchase agreement to buy
$100 million of its common shares 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.

In August 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 days 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
days 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.

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, 2010 .....................
Change ........................................
December 31, 2011 .....................
Change ........................................
December 31, 2012 .....................

123.1
(38.4)
84.7
32.8
117.5

(287.8)
(93.7)
(381.5)
(79.5)
(461.0)

72.4
(110.8)
(38.4)
29.5
(8.9)

10.2
(10.2)

(82.1)
(253.1)
(335.2)
(17.2)
(352.4)

Managements 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 $40.1 million, $56.3 million and $2.2 million for 2012, 2011 and 2010, respectively. The change in the effective financial
derivatives is presented net of related tax expense of $22.3 million for 2012, tax benefit of $58.2 million for 2011 and tax expense of
$24.1 million for 2010, respectively. The gain on available for sale securities is presented net of related tax expense of $6.6 million
and $2.0 million for 2011 and 2010, respectively.

Ball Corporation and Subsidiaries
Notes to the 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, 2012, follows:

Outstanding Options

Number of
Shares

Weighted
Average
Exercise Price

Beginning of year.....................................................................................................................
Granted ....................................................................................................................................
Exercised..................................................................................................................................
Canceled/forfeited....................................................................................................................
End of period ...........................................................................................................................

10,943,025
1,476,100
(2,323,771)
(113,250)
9,982,104

Vested and exercisable, end of period......................................................................................
Reserved for future grants........................................................................................................

6,443,024
3,880,239

23.64
37.70
19.11
28.34
26.71

23.48

The options granted in January 2012 included 659,000 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, 2012, was 6.2 years and the
aggregate intrinsic value (difference in exercise price and closing price at that date) was $180.0 million. The weighted average
remaining contractual term for options vested and exercisable at December 31, 2012, was 5.1 years and the aggregate intrinsic value
was $137.0 million. The company received $31.7 million from options exercised during 2012, and the intrinsic value associated with
these exercises was $41.0 million. The tax benefit associated with the companys stock compensation programs was $21.3 million for
2012, and was reported as other financing activities in the consolidated statement of cash flows. The total fair value of options vested
during 2012, 2011 and 2010 was $10.5 million, $9.3 million and $15.1 million, respectively.

These options cannot be traded in any equity market. However, based on the Black-Scholes option pricing model, options granted in
2012, 2011 and 2010 have estimated weighted average fair values at the date of grant of $9.44 per share, $9.78 per share and $6.84 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:

2012 Grants

2011 Grants

2010 Grants

Expected dividend yield..........................................................................
Expected stock price volatility................................................................
Risk-free interest rate..............................................................................
Expected life of options (in years) ..........................................................

1.06%
30.22%
0.84%

0.78%
30.04%
1.97%

0.79%
28.99%
2.47%

5.26 years

5.0 years

4.9 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 the Consolidated Financial Statements

16. Stock-Based Compensation Programs (continued)

Following is a summary of restricted stock activity for the year ended December 31, 2012:

Beginning of year.....................................................................................................................
Granted ....................................................................................................................................
Vested ......................................................................................................................................
Canceled/forfeited....................................................................................................................
End of period ...........................................................................................................................

Number of
Shares/Units

Weighted
Average Grant
Price

1,818,234
403,614
(428,072)
(30,140)
1,763,636

24.86
39.31
21.07
31.53
28.97

The companys board of directors grants performance-contingent restricted stock units to key employees, which will cliff vest if the
companys return on average invested capital during a 36-month performance period is equal to or exceeds the companys 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 2012 for any
grants. Restricted stock units granted under this program included 223,600 units in January 2012, 210,330 units in January 2011 and
362,300 units in January 2010. The expense associated with the performance-contingent grants totaled $8.2 million, $7.3 million and
$9.5 million in 2012, 2011 and 2010, respectively.

For the years ended December 31, 2012, 2011 and 2010, the company recognized in selling, general and administrative expenses
pretax expense of $26.7 million ($16.2 million after tax), $24.7 million ($15.0 million after tax) and $24.4 million ($14.9 million after
tax), respectively, for share-based compensation arrangements. At December 31, 2012, there was $41.5 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
employees monthly payroll deduction toward the purchase of Ball Corporation common stock. Company contributions for this plan
were $3.6 million in 2012, $3.4 million in 2011 and $3.2 million in 2010.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

17. Earnings Per Share

($ in millions, except per share amounts; shares in thousands)

2012

Years Ended December 31,
2011

2010

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

403.5

444.0

468.0

Basic weighted average common shares...................................................
Effect of dilutive securities .......................................................................
Weighted average shares applicable to diluted earnings per share ...........

154,648
3,436
158,084

165,275
3,315
168,590

Basic earnings per share............................................................................
Diluted earnings per share ........................................................................

$
$

2.61
2.55

$
$

2.69
2.63

$
$

180,746
2,792
183,538

2.59
2.55

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 1,443,200 in 2012; 1,358,260 in 2011 and 1,683,300 in 2010.

18. Financial Instruments and Risk Management

Policies and Procedures

The company employs established risk management policies and procedures, which seek to reduce the companys commercial risk
exposure to fluctuations in commodity prices, interest rates, currency exchange rates and prices of the companys common stock with
regard to common share repurchases and the companys 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

The company 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 purchase contracts for aluminum sheet. The terms include fixed, floating or pass-
through aluminum ingot component pricing. Second, the company 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 $626 million at
December 31, 2012. 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 five years. Included in shareholders equity at December 31, 2012, within
accumulated other comprehensive earnings (loss) is a net after-tax loss of $5.1 million associated with these contracts. A net loss of
$4.3 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.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

18. Financial Instruments and Risk Management (continued)

Steel

Most sales contracts involving our steel products either include provisions permitting the company to pass through some or all steel
cost changes incurred, or they incorporate annually negotiated steel prices.

Interest Rate Risk

The companys 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, the company 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, 2012, included pay-fixed interest rate swaps, which effectively convert variable rate obligations to fixed-rate
instruments.

At December 31, 2012, the company had outstanding interest rate swap contracts with notional amounts of approximately
$277 million paying fixed rates expiring within the next three years. Included in shareholders equity at December 31, 2012, within
accumulated other comprehensive earnings (loss) is a net after-tax loss of $0.6 million associated with these contracts, all of which is
expected to be recognized in the consolidated statement of earnings during the next 12 months.

Currency Exchange Rate Risk

The companys 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 the
company 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 companys net earnings. The companys currency translation risk results from the currencies in which we
transact business. The company faces currency exposures in our global operations as a result of various factors including
intercompany currency denominated loans, selling our products in local currency, purchasing raw materials in U.S. dollars and other
currencies and tax exposures not denominated in the functional currency. 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, 2012, the company had outstanding exchange forward contracts and option contracts with
notional amounts totaling approximately $557 million. Approximately $3.2 million of net after-tax loss related to these contracts is
included in accumulated other comprehensive earnings at December 31, 2012, of which $2.6 million is expected to be recognized in
the consolidated statement of earnings during the next 12 months. The contracts outstanding at December 31, 2012, expire within the
next two years.

Common Stock Price Risk

The companys deferred compensation stock program is subject to variable plan accounting and, accordingly, is marked to fair value
using the companys closing stock price at the end of the related reporting period. Based on current share levels in the program, each
$1 change in the companys stock price has an impact of $1.6 million on pretax earnings. During March and September 2011, the
company entered into total return swaps to reduce the companys earnings exposure to these fair value fluctuations, which were
renewed in January 2012 and July 2012 and will be outstanding until March 2013 and September 2013, respectively. The swaps have
a notional value of 1 million shares and 500,000 shares, respectively. As of December 31, 2012, the combined fair value of these
swaps was a $0.5 million gain. All gains and losses on the total return swaps are recorded in the consolidated statement of earnings in
selling, general and administrative expenses.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

18. Financial Instruments and Risk Management (continued)

Collateral Calls

The companys agreements with its financial counterparties require the company to post collateral in certain circumstances when the
negative mark to fair value of the contracts exceeds specified levels. Additionally, the company 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
companys consolidated statements of cash flows. As of December 31, 2012, the aggregate fair value of all derivative instruments with
credit-risk-related contingent features that were in a net liability position was $11.0 million and no collateral was required to be
posted. 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.

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,
2012 and 2011, and presented those values in the table below. The companys 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.

($ in millions)

Assets:

Commodity contracts ......................................................................
Foreign currency contracts..............................................................
Other current contracts....................................................................
Total current derivative contracts................................................

Total noncurrent commodity contracts .......................................

Liabilities:

Commodity contracts ......................................................................
Foreign currency contracts..............................................................
Interest rate and other contracts ......................................................
Total current derivative contracts................................................

Noncurrent commodity contracts....................................................
Interest rate contracts ......................................................................
Foreign currency contracts..............................................................
Total noncurrent derivative contracts..........................................

Derivatives
Designated As
Hedging
Instruments

December 31, 2012
Derivatives Not
Designated As
Hedging
Instruments

Total

9.2
0.1

9.3

1.0
2.3
0.6
3.9

4.2

9.0
2.5
1.0
12.5

5.4
0.5
0.4
6.3

0.7
5.2

5.9

10.2
2.4
0.6
13.2

4.2

9.7
7.7
1.0
18.4

5.4
0.5
0.4
6.3

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

18. Financial Instruments and Risk Management (continued)

($ in millions)

Assets:

Commodity contracts ............................................................................
Foreign currency contracts....................................................................
Total current derivative contracts......................................................

Noncurrent commodity contracts..........................................................
Other noncurrent contracts....................................................................
Total noncurrent derivative contracts................................................

Liabilities:

Commodity contracts ............................................................................
Foreign currency contracts....................................................................
Other derivative contracts .....................................................................
Total current derivative contracts......................................................

Noncurrent commodity contracts..........................................................
Interest rate contracts ............................................................................
Foreign currency contracts....................................................................
Total noncurrent derivative contracts................................................

Derivatives
Designated As
Hedging
Instruments

December 31, 2011
Derivatives Not
Designated As
Hedging
Instruments

Total

4.2
0.9
5.1

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

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, 2012,
has not identified any circumstances requiring that the reported values of our financial instruments be adjusted.

Net receivables related to the European scrap metal program totaling $16.7 million and $10.6 million at December 31, 2012 and 2011,
respectively, were classified as Level 2 within the fair value hierarchy.

Ball Corporation and Subsidiaries
Notes to the 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):

Years Ended December 31,

2012

2011

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

($ in millions)

Commodity contracts (a) ...........................................
Interest rate contracts (b) ...........................................
Inflation option contracts (c)......................................
Foreign currency contracts (d) ...................................
Equity contracts (e) ....................................................
Total.......................................................................

(56.1)
(0.5)

(1.2)

(57.8)

3.1

0.1
(20.8)
3.2
(14.4)

65.7
1.3

0.5

67.5

(2.7)

(0.2)
12.2
(4.4)
4.9

(a) Gains and losses on commodity contracts are recorded in sales and cost of sales in the statements 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 statements of earnings.
(c) Gains and losses on inflation options are recorded in cost of sales in the statements 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 statements of earnings.

(e) Gains and losses on equity contracts are recorded in selling, general and administrative expenses in the consolidated statements

of earnings.

The changes in accumulated other comprehensive earnings (loss) for effective derivatives were as follows:

($ in millions)

2012

Years Ended December 31,
2011

2010

Amounts reclassified into earnings:

Commodity contracts ............................................................................
Interest rate and currency exchange contracts.......................................

Change in fair value of cash flow hedges:

Commodity contracts ............................................................................
Interest rate and currency exchange contracts.......................................
Foreign currency and tax impacts .........................................................

56.1
1.7

(5.8)
(1.7)
(20.8)
29.5

(65.7)
(1.8)

(103.0)
(2.3)
62.0
(110.8)

6.4
7.2

64.8
(2.0)
(27.4)
49.0

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

19. Quarterly Results of Operations (Unaudited)

The companys quarters in 2012 ended on April 1, July 1, September 30 and December 31. The companys quarters in 2011 ended on
April 3, July 3, October 2 and December 31. All amounts below reflect the sale of the companys plastics business described in
Note 4.

($ in millions, except per share amounts)

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Total

2012

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 ..........................................................

2011

Net earnings attributable to Ball

Corporation ...............................................

Basic earnings per share (b):

Continuing operations...............................
Total ..........................................................

Diluted earnings per share (b):

Continuing operations...............................
Total ..........................................................

$
$

2,042.7
293.8
121.6

88.6

88.3

0.56
0.56

0.55
0.55

2,011.2
313.6
147.5

92.6

91.3

0.55
0.54

0.54
0.53

$
$

2,296.3
346.9
192.9

139.9

139.5

0.90
0.90

0.88
0.88

2,309.7
357.6
208.9

143.4

143.1

0.86
0.86

0.84
0.84

$
$

2,282.5
355.1
174.4

117.3

115.1

0.76
0.75

0.74
0.73

2,258.3
331.0
185.6

133.4

132.1

0.82
0.81

0.80
0.79

$
$

2,114.2
322.8
106.7

60.5

60.6

0.40
0.40

0.39
0.39

2,051.7
278.9
117.8

76.9

77.5

0.48
0.48

0.47
0.47

$
$

8,735.7
1,318.6
595.6

406.3

403.5

2.63
2.61

2.57
2.55

8,630.9
1,281.1
659.8

446.3

444.0

2.70
2.69

2.64
2.63

(a) Gross profit is shown after depreciation and amortization related to cost of sales of $243.1 million and $268.6 million for the

years ended December 31, 2012 and 2011, 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.

The unaudited quarterly results of operations included business consolidation and other costs and other significant items that affected
the companys operating performance. Further details are included in Notes 3, 4 and 5.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

20. Subsidiary Guarantees of Debt

The companys senior notes are guaranteed on a full, unconditional and joint and several basis by certain of the companys material
domestic subsidiaries. Each of the guarantor subsidiaries is 100 percent owned by Ball Corporation. 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, 2012 and 2011, and for the three years ended December 31, 2012, 2011 and 2010.
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.

During 2012, Ball revised the presentation of the condensed consolidating statement of earnings for the years ended December 31,
2011 and 2010, and the condensed consolidating balance sheet at December 31, 2011. The revised presentation included a change in
the equity earnings elimination and the attribution of equity earnings for Ball Corporation, the guarantor and the non-guarantor
subsidiaries. The revision in the Ball Corporation, guarantor and non-guarantor subsidiaries within the condensed consolidating
statements of earnings and balance sheet was assessed and deemed to be immaterial for all previously issued financial statement
periods. As a result, the company has revised the previously issued condensed consolidating financial statements included in this
filing. These revisions had no impact on any consolidated total of the condensed consolidating financial statements.

The revisions for the condensed consolidating statements of earnings for the years ended December 31, 2011 and 2010, included
increases in the equity in results of subsidiaries in the guarantor subsidiaries of $270.5 million and $318.3 million, respectively, and
corresponding increases in the eliminations adjustments. The revisions also resulted in increases of the same magnitude in the net
earnings attributable to Ball Corporation for the guarantor subsidiaries and corresponding increases in the eliminations adjustments.
The revisions for the condensed consolidating balance sheet at December 31, 2011, included a decrease in investment in subsidiaries
of $117.0 million for Ball Corporation and an increase of $1,399.9 million for the guarantor subsidiaries, respectively, with a
corresponding net increase in the eliminations adjustment. Additionally, the condensed consolidating balance sheet includes an
increase in Ball Corporation shareholders equity of $1,400.6 million in the guarantor subsidiaries and a decrease in Ball Corporation
shareholders equity of $117.6 million and $1,283.0 million in the non-guarantor subsidiaries and eliminations adjustments,
respectively.

Additionally, intercompany asset and liability account balances have been presented on a gross basis for all periods presented. The
intercompany presentation had no impact on any consolidated financial statements or footnotes.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

20. Subsidiary Guarantees of Debt (continued)

($ in millions)

Ball
Corporation

Condensed Consolidating Statement of Earnings
For the Year Ended December 31, 2012
Non-Guarantor
Subsidiaries

Eliminating
Adjustments

Guarantor
Subsidiaries

Consolidated
Total

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

5,477.3

3,272.5

(14.1)

8,735.7

Cost and expenses

Cost of sales (excluding depreciation and

amortization).............................................
Depreciation and amortization ......................
Selling, general and administrative ...............
Business consolidation and other activities...
Equity in results of subsidiaries ....................
Intercompany ................................................

Earnings (loss) before interest and taxes.......
Interest expense.................................................
Earnings (loss) before taxes ..........................
Tax provision ....................................................
Equity in results of affiliates, net of tax ............

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 Ball

Corporation ...............................................

Comprehensive earnings attributable to Ball

Corporation ...................................................

0.1
(5.8)
(69.4)
(11.3)
415.8
236.0
565.4

565.4
(181.3)
384.1
19.4

403.5

(4,589.5)
(125.7)
(186.6)
(55.0)
240.4
(201.8)
(4,918.2)

559.1
1.4
560.5
(112.6)
1.0

448.9
(2.8)
446.1

(2,598.7)
(151.4)
(129.5)
(36.5)

(34.2)
(2,950.3)

322.2
(15.0)
307.2
(71.8)
(2.3)

233.1

14.1

(656.2)

(642.1)

(656.2)

(23.0)

(7,174.0)
(282.9)
(385.5)
(102.8)

(7,945.2)

790.5
(194.9)
595.6
(165.0)
(1.3)

429.3
(2.8)
426.5

(23.0)

403.5

446.1

210.1

(656.2)

403.5

386.3

413.7

210.8

(624.5)

386.3

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

20. Subsidiary Guarantees of Debt (continued)

($ 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............................................................

5,383.8

3,260.6

(13.5)

8,630.9

Cost and expenses

Cost of sales (excluding depreciation and

Net earnings (loss) from continuing

Corporation ...............................................

Comprehensive earnings attributable to Ball

Corporation ...................................................

(0.2)
(4.2)
(77.7)
(3.4)
486.9
175.5
576.9

576.9
(156.8)
420.1
23.9

444.0

(4,517.8)
(147.4)
(197.3)
(12.1)
270.5
(152.5)
(4,756.6)

627.2
4.2
631.4
(155.9)
0.2

475.7
(2.3)
473.4

(2,576.7)
(149.5)
(106.4)
(14.8)

(23.0)
(2,870.4)

390.2
(24.5)
365.7
(69.3)
9.9

306.3

13.5

(757.4)

(743.9)

(757.4)

(22.3)

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

(7,794.0)

836.9
(177.1)
659.8
(201.3)
10.1

468.6
(2.3)
466.3

(22.3)

444.0

473.4

284.0

(757.4)

444.0

190.9

229.0

150.5

(379.5)

190.9

Ball Corporation and Subsidiaries
Notes to the 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............................................................

5,233.6

2,403.3

(6.9)

7,630.0

Cost and expenses

Cost of sales (excluding depreciation and

Net earnings (loss) from continuing

Corporation ...............................................

Comprehensive earnings attributable to Ball

Corporation ...................................................

(3.2)
(73.9)
(4.6)
476.7
161.5
556.5

556.5
(139.1)
417.4
49.9

467.3
0.7
468.0

(4,375.9)
(151.6)
(192.0)
0.7
318.3
(149.7)
(4,550.2)

683.4
1.6
685.0
(139.1)
0.8

546.7
(68.1)
478.6

(1,885.1)
(110.7)
(90.9)
14.9

(11.8)
(2,083.6)

319.7
(20.7)
299.0
(86.6)
117.2

329.6
(7.5)
322.1

(5.7)

6.9

(795.0)

(788.1)

(795.0)

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

(6,865.4)

764.6
(158.2)
606.4
(175.8)
118.0

548.6
(74.9)
473.7

(5.7)

468.0

478.6

316.4

(795.0)

468.0

449.7

664.4

299.2

(963.6)

449.7

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

20. Subsidiary Guarantees of Debt (continued)

($ in millions)

ASSETS
Current assets

Cash and cash equivalents ............................
Receivables, net ............................................
Intercompany receivables .............................
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 ..........................................
Intercompany payables .................................
Accrued employee costs ...............................
Other current liabilities .................................
Total current liabilities ..............................
Long-term debt .................................................
Employee benefit obligations............................
Deferred taxes and other liabilities ...................
Total liabilities ..........................................

Common stock ..................................................
Preferred stock ..................................................
Retained earnings..............................................
Accumulated other comprehensive earnings

(loss) .............................................................
Treasury stock, at cost.......................................
Total Ball Corporation shareholders equity.
Noncontrolling interests................................
Total shareholders equity.........................

Total liabilities and shareholders

Ball
Corporation

0.2
11.8
66.5
(0.8)
20.4
98.1
9.3
3,890.8

195.0
4,193.2

25.1
12.8

27.0
57.9
122.8
2,565.4
300.5
89.9
3,078.6

1,026.3

3,580.8

(352.4)
(3,140.1)
1,114.6

1,114.6

Condensed Consolidating Balance Sheet
At December 31, 2012
Non-Guarantor
Subsidiaries

Guarantor
Subsidiaries

Eliminating
Adjustments

Consolidated
Total

0.3
182.9
8.8
623.7
96.8
912.5
854.4
1,982.3
927.0
98.6
4,774.8

461.4
0.6
173.5
93.0
728.5

526.8
(467.9)
787.4

847.1

3,435.7

(295.4)

3,987.4

173.6
735.4

421.5
73.6
1,404.1
1,424.9
78.6
1,432.4
226.1
4,566.1

194.7
472.7
74.7
77.9
89.8
909.8
519.9
410.8
585.9
2,426.4

624.9
4.8
1,332.5

2.1

1,964.3
175.4
2,139.7

(75.3)

(5,951.7)

(6,027.0)

174.1
930.1

1,044.4
190.8
2,339.4
2,288.6

2,359.4
519.7
7,507.1

(75.3)

(1,472.0)
(4.8)
(4,768.2)

293.3

(5,951.7)

219.8
946.9

278.4
240.7
1,685.8
3,085.3
1,238.1
207.9
6,217.1

1,026.3

3,580.8

(352.4)
(3,140.1)
1,114.6
175.4
1,290.0

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

4,193.2

4,774.8

4,566.1

(6,027.0)

7,507.1

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

20. Subsidiary Guarantees of Debt (continued)

($ in millions)

ASSETS
Current assets

LIABILITIES AND SHAREHOLDERS

EQUITY

Current liabilities

Total liabilities and shareholders

Ball
Corporation

24.0
0.3
220.0
(0.2)
23.1
267.2
16.3
3,495.2

194.8
3,973.5

32.7
11.4

18.3
55.5
117.9
2,320.6
301.6
14.3
2,754.4

941.7

3,228.3

(335.2)
(2,615.7)
1,219.1

1,219.1

Condensed Consolidating Balance Sheet
At December 31, 2011
Non-Guarantor
Subsidiaries

Guarantor
Subsidiaries

Eliminating
Adjustments

Consolidated
Total

0.5
147.1
3.1
671.7
96.5
918.9
874.5
1,753.8
927.0
117.2
4,591.4

442.0
0.4
158.0
111.8
712.2
0.2
500.1
(198.4)
1,014.1

847.2

2,993.1

(263.0)

3,577.3

141.3
763.0
0.4
401.0
53.6
1,359.3
1,329.4
78.7
1,320.1
183.4
4,270.9

414.7
393.9
223.6
72.0
145.8
1,250.0
375.9
342.0
393.7
2,361.6

618.9
4.8
1,125.3

1.4

1,750.4
158.9
1,909.3

(223.5)

(5,327.7)

(5,551.2)

165.8
910.4

1,072.5
173.2
2,321.9
2,220.2

2,247.1
495.4
7,284.6

(224.0)

0.5
(223.5)

(1,466.1)
(4.8)
(4,118.4)

261.6

(5,327.7)

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
158.9
1,378.0

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

3,973.5

4,591.4

4,270.9

(5,551.2)

7,284.6

Ball Corporation and Subsidiaries
Notes to the 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, 2012
Non-Guarantor
Subsidiaries

Guarantor
Subsidiaries

Consolidated
Total

Ball
Corporation

activities .................................................................

60.6

112.5

685.2

858.3

Cash provided by (used in) discontinued operating

activities .................................................................
Total cash provided by (used in) operating

activities .............................................................

Cash flows from investing activities ..........................
Capital expenditures...............................................
Business acquisition, net of cash acquired .............
Other, net ...............................................................
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 period ....
Cash and cash equivalents end of period ..............

(1.8)

58.8

(5.6)

18.0
12.4

1,246.0
(1,016.3)
5.0
53.1
(547.2)
(61.8)
223.4
(97.8)

2.8

(23.8)
24.0
0.2

(3.3)

109.2

(115.8)

6.0
(109.8)

(0.1)

0.5

(0.2)
0.5
0.3

685.2

(183.6)
(71.2)
(3.8)
(258.6)

240.4
(55.2)
(342.0)

(232.2)
(389.0)

(5.3)

32.3
141.3
173.6

(5.1)

853.2

(305.0)
(71.2)
20.2
(356.0)

1,486.4
(1,071.6)
(337.0)
53.1
(547.2)
(61.8)
(8.8)
(486.9)

(2.0)

8.3
165.8
174.1

Ball Corporation and Subsidiaries
Notes to the 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, 2011
Non-Guarantor
Subsidiaries

Guarantor
Subsidiaries

Ball
Corporation

Consolidated
Total

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 ..........................
Capital expenditures...............................................
Business acquisition, net of cash acquired .............
Investments in and advances to affiliates...............
Other, net ...............................................................
Cash provided by (used in) investing activities .

Effect of exchange rate changes on cash....................

Change in cash and cash equivalents .........................
Cash and cash equivalents beginning of period ....
Cash and cash equivalents end of period ..............

(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)

(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 the Consolidated Financial Statements

20. Subsidiary Guarantees of Debt (continued)

($ in millions)

Condensed Consolidating Statement of Cash Flows
For the Year Ended December 31, 2010
Non-Guarantor
Subsidiaries

Guarantor
Subsidiaries

Ball
Corporation

Consolidated
Total

Cash provided by (used in) continuing operating

activities .................................................................

64.3

268.8

167.2

Cash provided by (used in) discontinued operating

activities .................................................................

Total cash provided by (used in) operating

activities .........................................................

Cash flows from investing activities ..........................
Capital expenditures...............................................
Business acquisitions, net of cash acquired ...........
Acquisitions of equity affiliates, net of cash

acquired..............................................................
Proceeds from dispositions, net of cash sold .........
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 .....................................................

Effect of exchange rate changes on cash....................

0.4

64.7

(12.1)

13.4
(17.0)

(15.7)

1,860.2
(1,471.6)
10.1
47.5
(554.2)
(35.8)
(16.3)
(160.1)

Change in cash and cash equivalents .........................
Cash and cash equivalents beginning of period ....
Cash and cash equivalents end of period ..............

(111.1)
111.3
0.2

18.8

287.6

(106.4)
(25.8)

261.5
(415.2)
16.3

(269.6)

(9.2)

(278.8)

0.7
(7.9)

(7.2)

1.6
0.1
1.7

(4.3)

162.9

(131.7)
(36.2)

(63.8)

401.8
14.2

184.3

370.7
(665.4)
5.0

(2.6)
(292.3)

(4.0)

50.9
99.2
150.1

500.3

14.9

515.2

(250.2)
(62.0)

(63.8)
261.5

13.5

(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

Ball Corporation and Subsidiaries
Notes to the 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 companys 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 (Ball Plastic) former Baldwinsville, New York, facility and claims damages.
Discovery was completed and both parties filed motions for summary judgment. On April 25, 2012, the District Court granted Hess
motion, finding that because Ball Plastic closed its plastics facility and did not give Hess timely notice, Ball Plastic breached the
agreement. The Court stated that damages could be resolved at trial; however, it strongly encouraged the parties to negotiate a
settlement agreement regarding damages. The parties signed a settlement agreement and, pursuant thereto, Ball paid Hess $4 million
to settle all prior claims. Ball recorded the settlement amount during 2012 in discontinued operations.

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, Western Division at Dayton, Ohio. The complaint alleged that the manufacture, sale and use of certain ends
by BMBCC and its customers infringed certain claims of Crowns U.S. patents. The complaint sought unspecified monetary damages,
fees, and declaratory and injunctive relief. BMBCC formally denied the allegations of the complaint. In September 2009, the District
Court granted the portion of Balls 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. Crown
appealed to the U.S. Circuit Court of Appeals for the Federal Circuit, which reversed the District Courts decision by a two-to-one
majority in April 2011. BMBCCs 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 BMBCCs motion for summary judgment that
the court had previously elected not to decide. On January 31, 2012, the District Court granted BMBCCs motion for summary
judgment for non-infringement, and Crown appealed this decision to the U.S. Circuit Court of Appeals for the Federal Circuit. On
December 5, 2012, the Court of Appeals affirmed the decision of the District Court. Based on the information available to the
company at the present time, the company believes that this matter has been concluded.

In February 2012, BMBCC filed an action against Crown in the District Court seeking a declaratory judgment that the sale and use of
certain ends by BMBCC and its customers do not infringe certain claims of Crowns U.S. patent. Crown subsequently filed a
counterclaim alleging infringement of certain claims in these patents by seeking unspecified monetary damages, fees and declaratory
and injunctive relief. 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.

Ball Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

21. Contingencies (continued)

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, Ball 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.

The companys Brazilian joint venture operations are involved in various governmental assessments, principally related to claims for
taxes on the internal transfer of inventory, gross revenue taxes and tax incentives. The company does not believe that the ultimate
resolution of these matters will materially impact Ball Corporations results of operations, financial position or cash flows. Under
customary local regulations, the joint venture may need to post significant cash or other collateral if the process to challenge any
administrative assessment proceeds to the Brazilian court system; however, the level of any potential cash or collateral required would
not significantly impact the liquidity of the joint venture or Ball Corporation.

22. Indemnifications and Guarantees

General Guarantees

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 the 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 companys senior notes and senior credit facilities are guaranteed on a full, unconditional and joint and several basis by certain of
the companys 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 companys 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. 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
companys wholly owned subsidiaries. Ball Capital Corp. IIs 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

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 companys financial reports and to other members of
senior management and the board of directors. Based on their evaluation as of December 31, 2012, the chief executive officer and
chief financial officer of the company have concluded that the companys disclosure controls and procedures (as defined in Rules 13a-
15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective.

Managements 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, 2012.

The effectiveness of our internal control over financial reporting as of December 31, 2012, 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, 2012, 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, 2013, were as follows:

Part III

Charles E. Baker, 55, 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; various other positions
within the company, 1993 to April 1999.

Shawn M. Barker, 45, 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.

Douglas K. Bradford, 55, Vice President, Financial Reporting and Tax since January 2010; Vice President and Controller from 2003
to December 2009; Controller, 2002 to 2009; various other positions within the company, 1989 to 2002.

John A. Hayes, 47, 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; various
other positions within the company, 1999 to January 2008.

Jeffrey A. Knobel, 41, 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; various other positions within the company, 1997 to 2005.

Scott C. Morrison, 50, Senior Vice President and Chief Financial Officer since January 2010; Vice President and Treasurer from 2002
to December 2009; and Treasurer, 2000 to 2002.

Lisa A. Pauley, 51, 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; various other
positions within the company, 1981 to 2004.

James N. Peterson, 44, Vice President, Marketing and Corporate Affairs since January 2011; Vice President, Marketing and Corporate
Relations, 2008 to January 2011; Director, Marketing North America, March 2006 to 2008; Vice President, Marketing & Business
Development, U.S. Can Company, 2004 to March 2006.

Leroy J. Williams, Jr., 47, 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 companys proxy statement to be filed pursuant to Regulation
14A within 120 days after December 31, 2012, is incorporated herein by reference.

Item 11. Executive Compensation

The information required by Item 11 appearing under the caption Executive Compensation in the companys proxy statement, to be
filed pursuant to Regulation 14A within 120 days after December 31, 2012, 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 companys 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 companys
proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, 2012, is incorporated herein by reference.

Securities authorized for issuance under equity compensation plans are summarized below:

Plan Category

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)

Equity compensation plans approved by security holders .........
Equity compensation plans not approved by security holders ...
Total.......................................................................................

9,982,104

26.71

3,880,239

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 companys proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31,
2012, 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 companys proxy
statement to be filed pursuant to Regulation 14A within 120 days after December 31, 2012, is incorporated herein by reference.

100

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, 2012, 2011 and 2010

Consolidated statements of comprehensive earnings Years ended December 31, 2012, 2011 and 2010

Consolidated balance sheets December 31, 2012 and 2011

Consolidated statements of cash flows Years ended December 31, 2012, 2011 and 2010

Consolidated statements of shareholders equity Years ended December 31, 2012, 2011 and 2010

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.

101

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, 2013

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

/s/ Theodore M. Solso
Theodore M. Solso

President and Chief Executive Officer
February 22, 2013

Senior Vice President and Chief Financial Officer
February 22, 2013

Vice President and Controller
February 22, 2013

Director
February 22, 2013

Chairman of the Board and Director
February 22, 2013

Director
February 22, 2013

102

/s/ Stuart A. Taylor II
Stuart A. Taylor II

/s/ Erik H. van der Kaay
Erik H. van der Kaay

Director
February 22, 2013

* 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, 2013

103

Ball Corporation and Subsidiaries
Annual Report on Form 10-K
For the Year Ended December 31, 2012

Index to Exhibits

Description of Exhibit

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.

Bylaws of Ball Corporation as amended January 25, 2012 (filed by incorporation by reference to the Annual Report on
Form 10-K for the year ended December 31, 2011) filed February 22, 2012.

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.

Sixth Supplemental Indenture, dated March 8, 2012, 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 the Current Report on Form 8-K dated March 8, 2012) filed
March 9, 2012.

Seventh Supplemental Indenture dated March 9, 2012, 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 the Current Report on Form 8-K dated March 8, 2012) filed
on March 9, 2012.

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.

Exhibit
Number

3.i

3.ii

4.1(a)

4.1(b)

4.1(c)

4.1(d)

4.1(e)

4.1(f)

4.1(g)

4.1(h)

104

Exhibit
Number

4.1(i)

4.1(j)

4.1(k)

4.1(l)

4.1(m)

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

Description of Exhibit

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.

Underwriting Agreement, dated February 24, 2012, among Ball Corporation, the subsidiary guarantors and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, 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 February 24, 2012, filed on
February 29, 2012.

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.

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.

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, and as amended on
December 17, 2008. *

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, and as
amended on July 9, 2008. *

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. *

* Represents a management contract or compensatory plan or agreement.

105

Exhibit
Number

10.10

10.11

10.12

10.13

10.14

10.15

10.16

10.17

18.1

18.2

18.3

Description of Exhibit

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. *

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 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 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, 2011.

List of Subsidiaries of Ball Corporation. (Filed herewith.)

* Represents a management contract or compensatory plan or agreement.

106

Exhibit
Number

31.1

31.2

32.1

32.2

101

Description of Exhibit

Consent of Independent Registered Public Accounting Firm. (Filed herewith.)

Limited Power of Attorney. (Filed herewith.)

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, by Scott C. Morrison, Senior Vice President and Chief Financial Officer of Ball Corporation. (Furnished
herewith.)

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 Corporations Annual Report on Form 10-K for the year ended
December 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of
Earnings, (ii) the Consolidated Statements of Comprehensive Earnings, (iii) the Consolidated Balance Sheets, (iv) the
Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders Equity and Comprehensive
Earnings and (vi) Notes to the Consolidated Financial Statements. (Furnished herewith.)

The exhibits filed with the 2012 Ball Corporation 10-K are available on the Securities and Exchange Commissions (SEC) website at
www.sec.gov. The company also maintains a website at www.ball.com on which it provides a link to access Balls SEC reports free of
charge.

107

Directors, Corporate and Operating Management

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
Hanno C. Fiedler
Jan Nicholson
Stuart A. Taylor II
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
Robert W. Alspaugh
R. David Hoover
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
Hanno C. Fiedler
John F. Lehman
Georgia R. Nelson
George M. Smart
Theodore M. Solso

* 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

Anthony Barnett
President, Latapack-Ball Embalagens, Ltda.

Douglas K. Bradford
Vice president, financial reporting and tax

Michael W. Feldser
Senior vice president, Ball Corporation;
chief operating officer, global metal food and
household products packaging

Colin J. Gillis
President, Ball Packaging Europe

John A. Hayes
President and chief executive officer

Gerrit Heske
Senior vice president, Ball Corporation;
chief operating officer, global metal
beverage packaging

Michael L. Hranicka
President, metal beverage
packaging, Americas

Jeffrey A. Knobel
Vice president and treasurer

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

Robert D. Strain
President, Ball Aerospace
& Technologies Corp.

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

www.ball.com

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