7MAR201223383170
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Discussion and Analysis (``CD&A'') portion of our proxy materials describes Ball Corporation's
2011 executive compensation program and its strong alignment with our pay-for-performance philosophy.
EXECUTIVE SUMMARY
Ball Corporation experienced another excellent year in 2011--including the successful transition to a new
leadership team, beginning with the election of John A. Hayes as the Corporation's President and Chief Executive
Officer, upon the retirement of R. David Hoover, who remains as Chairman of the Board. In addition, Ball's 2011
financial results were among the best in our Corporation's 132-year history, as more specifically described under the
heading ``Management's Discussion and Analysis'' in the Corporation's Annual Report on Form 10-K. The chart below
summarizes certain key financial results for fiscal year 2011 compared to fiscal year 2010:
2011
2010
% Growth
Revenue (net sales)
$8.6 billion
$7.6 billion
13.2%
Net Earnings (comparable basis)*
$460 million
$433 million
6.2%
Free Cash Flow*
$505 million
$506 million
0.2%
Stock Price
$35.71
$34.03
4.9%
Earnings Per Share (comparable basis)*
$2.73
$2.36
15.7%
*
These financial measures are on a non-U.S. GAAP basis and should be considered in connection with the consolidated financial
statements contained within Item 8 of the 2011 Annual Report on Form 10-K (the ``annual 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 reconciliation of Non-GAAP measures to U.S. GAAP is available in Item 7 of the annual report.
Ball's stock price closed the year at $35.71, an increase of 4.9% over the prior year compared to 5.2% for the Dow
Jones Industrial Average and 0% for the S&P 500. Including reinvested dividends, the Corporation generated a total
return of 5.8% for the same period. Also during the year, the Corporation completed a two-for-one split of our common
stock, increased the quarterly cash dividend by 40% to 7 cents per share on a post-split basis, which provided annual
dividends of $46 million, and repurchased $474 million of the Corporation's common stock.
The strong business performance in 2011 is a continuation of the performance we have delivered over the last
decade. The graph below compares the cumulative 10-year total return of holders of Ball Corporation's common stock
with the cumulative total returns of the S&P 500 Index and the Dow Jones U.S. Containers & Packaging Index. The
graph tracks the performance of a $100 investment in our common stock (with the reinvestment of all dividends) and in
each of the indexes from December 31, 2001, to December 31, 2011.
500
TOTAL RETURN TO STOCKHOLDERS
(Assumes $100 investment on 12/31/01)
400
450
Dollar
s 300
350
200
250
100
150
50
0
12/31/2001
12/31/2002
12/31/2003
Ball Corporation
DJ US Containers & Packaging
S&P 500
12/31/2004
12/31/2005
12/31/2006
12/31/2007
12/31/2008
12/31/2009
12/31/2011
12/31/2010
Total Return Analysis
12/31/2001
12/31/2002
12/31/2003
12/31/2004
12/31/2005
12/31/2006
12/31/2007
12/31/2008
12/31/2009
12/31/2011
12/31/2010
Ball Corporation
$ 100.00
$ 100.00
$ 100.00
$
145.98
$
171.44
$
233.13
$
268.93
$
250.81
$
314.63
$
417.14
$
107.59
$
128.11
$
100.24
$
152.31
$
170.72
$
258.46
$
182.21
$
114.24
$ 89.75
$
160.45
$
188.19
$ 77.90
$
111.15
$
153.28
$
255.58
$
116.61
$
135.03
$
142.45
$
113.50
$
130.59
$
441.20
$
188.46
$
133.35
DJ US Containers & Packaging
S&P 500
1- year return = +5.77%
3- year return = +75.91%
10- year return = +341.2%
Ball Corporation's
Copyright
2012 Standard & Poor's, a division of The McGraw-Hill Companies Inc. All rights reserved. (www.researchdatagroup.com/S&P.htm)
Copyright
2012 Dow Jones & Company. All rights reserved.
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
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