procedures, peer reviews and the investigations or inquiries by governmental or professional authorities disclosed by
the independent auditor.
Based upon the Committee's review and discussion with management and the independent auditor, the represen-
tations of management and the disclosures and letter of the independent auditor (as required by PCAOB Rule 3526),
the Committee recommended to the Board that the audited Consolidated Financial Statements in the Corporation's
Annual Report on Form 10-K, including management's and the independent auditor's opinion of the Corporation's
effectiveness of internal control over financial reporting as of December 31, 2011, be filed with the SEC.
The foregoing report has been furnished by the following members of the Audit Committee:
Robert W. Alspaugh
Jan Nicholson
George M. Smart
Theodore M. Solso
Erik H. van der Kaay
VOTING ITEM 2--RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR
The Audit Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP as the Corporation's
independent registered public accounting firm for the fiscal year ending December 31, 2012. As disclosed in this Proxy
Statement, during 2011 PricewaterhouseCoopers LLP rendered audit and non-audit services to the Corporation.
We are asking our shareholders to ratify the selection of PricewaterhouseCoopers LLP as our independent
registered public accounting firm. Although ratification is not required by our Bylaws or otherwise, the Board of
Directors is submitting the selection of PricewaterhouseCoopers LLP to our shareholders for ratification as a matter of
good corporate practice.
Representatives of PricewaterhouseCoopers LLP will be present at the 2012 Annual Meeting of Shareholders and
will have an opportunity to make a statement, if desired, as well as to respond to appropriate questions.
The affirmative vote of the holders of a majority of shares represented in person or by proxy and entitled to vote on
this item will be required for approval. Abstentions will be counted as represented and entitled to vote and will
therefore have the effect of a negative vote.
The Board of Directors recommends that shareholders vote ``FOR'' the ratification of the
appointment of PricewaterhouseCoopers LLP as the Corporation's independent registered
public accounting firm for 2012.
In the event shareholders do not ratify the appointment, the appointment will be reconsidered by the Audit
Committee. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered
independent public accounting firm at any time during the year if it determines that such a change would be in the best
interests of Ball and our shareholders.
VOTING ITEM 3--ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION
We are asking our shareholders to provide advisory approval of the compensation of our NEOs, as we have
described it in the ``Executive Compensation'' section of this Proxy Statement, beginning on page 17. We are seeking
this approval pursuant to the Securities and Exchange Commission Act of 1934, as amended. While this vote is advisory
and is not binding on the Corporation, it will provide useful information to our management and our Human Resources
Committee regarding our shareholders' views about our executive compensation philosophy, policies and practices,
which the Committee will be able to consider when determining executive compensation for the balance of 2012 and
beyond. Following is a summary of some of the key points for our 2011 executive compensation program. Please see the
``Executive Compensation'' section above for more information.
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