10-K: Annual report pursuant to Section 13 and 15(d)
Published on March 28, 2002
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission File Number 1-7349
Ball Corporation
State of Indiana 35-0160610
10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado 80021-2510
Registrant's telephone number, including area code: (303) 469-3131
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
--------------------------------- --------------------------------
Common Stock, without par value New York Stock Exchange, Inc.
Chicago Stock Exchange, Inc.
Pacific Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: NONE
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 [ X ] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the registrant was $2,453 million based upon the closing
market price on March 1, 2002.
Number of shares outstanding as of the latest practicable date.
Class Outstanding at March 3, 2002
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Common Stock, without par value 57,268,648
DOCUMENTS INCORPORATED BY REFERENCE
1. Annual Report to Shareholders for the year ended December 31, 2001, to the extent indicated in Parts I, II and IV. Except as to
information specifically incorporated, the 2001 Annual Report to Shareholders is not to be deemed filed as part of this
Form 10-K Annual Report.
2. Proxy statement filed with the Commission dated March 15, 2001, to the extent indicated in Part III.
PART I
Item 1. Business
Ball Corporation was organized in 1880 and incorporated in Indiana in 1922. Its principal executive offices are located at
10 Longs Peak Drive, Broomfield, Colorado 80021-2510. The terms "Ball," "the company," "we" or "our" as used herein refer to Ball
Corporation and its consolidated subsidiaries.
Ball is a manufacturer of metal and plastic packaging, primarily for beverages and foods, and a supplier of aerospace and other
technologies and services to commercial and governmental customers.
The following sections of the 2001 Annual Report to Shareholders contain financial and other information concerning company
business developments and operations, and are incorporated herein by reference: the notes to the consolidated financial
statements including "Business Segment Information" (Note 2), "Business Consolidation Costs and Other" (Note 3), "Acquisition"
(Note 4) and "Management's Discussion and Analysis of Financial Condition and Results of Operations."
Business Developments in 2001 and Early 2002
Ball took a number of actions in 2001 to address overcapacity in the industries in which we operate and to improve production
efficiencies. In June 2001, after an extensive review, we announced a plan to exit the general line metal can business in the
People's Republic of China (PRC) and to further reduce our PRC beverage can manufacturing capacity by closing two plants. We have
since sold the general line business, closed one beverage can plant and are in the process of closing the second. Also in June
2001, we ceased operations in two commercial product lines in our aerospace and technologies business. In mid-December 2001 we
closed our Moultrie, Georgia, beverage can plant. Charges recorded in connection with these actions totaled $271.2 million.
On December 28, 2001, Ball acquired substantially all of the assets of Wis-Pak Plastics, Inc. (Wis-Pak) for approximately
$27.5 million. Additional payments of up to $10 million in total, including interest, are contingent upon the future performance
of the acquired business through 2006. Under the acquisition agreement, we entered into a ten-year agreement to supply
100 percent of Wis-Pak's annual PET container requirements, which are currently 550 million containers.
Additional details about the business consolidations charges and the acquisition are provided in Notes 3 and 4 to the
consolidated financial statements, which can be found in Exhibit 13.1
On January 1, 2002, we commenced a 50/50 joint venture agreement with Coors Brewing Company (Coors) for the manufacture and
supply of the majority of the 4.5 billion beverage cans and ends used by Coors annually. Ball will receive management fees under
this agreement and will account for the joint venture using the equity method of accounting. In addition to beverage cans
supplied to Coors from the joint venture, Ball will supply Coors with beverage cans manufactured in other wholly-owned Ball
facilities.
On January 23, 2002, the company's board of directors declared a two-for-one split of Ball stock, increased the next quarterly
dividend and authorized the additional repurchase of common shares. The stock split was effective February 22, 2002, for all
shareholders of record on February 1, 2002. As a result of the stock split, all amounts related to earnings per share, share
prices and share amounts have been retroactively restated for all periods presented.
Information Pertaining to the Business of the Company
The company's businesses are comprised of two segments: (1) packaging and (2) aerospace and technologies.
Packaging Segment
Ball's principal business is the manufacture and sale of rigid packaging products, primarily for beverages and foods. Packaging
products are sold in highly competitive markets, primarily based on quality, service and price. A substantial part of our
packaging sales are made directly to relatively few major companies in packaged beverage and food businesses, including Miller
Brewing Company and bottlers of Pepsi-Cola and Coca-Cola branded beverages and their licensees utilizing consolidated purchasing
groups. Additional details about our sales to these customers are included in Note 2 to the consolidated financial statements,
which can be found in Exhibit 13.1.
The rigid packaging business is capital intensive, requiring significant investments in machinery and equipment. Profitability is
sensitive to production volumes, labor and the costs and availability of certain raw materials, such as aluminum, steel and
plastic resin.
Raw materials used in our packaging business are generally available from several sources. We have secured what we consider to be
adequate supplies of raw materials and are not experiencing any shortages. Our manufacturing facilities are dependent, in varying
degrees, upon the availability of process energy, such as natural gas and electricity. While certain of these energy sources may
become increasingly in short supply or halted due to external factors, we cannot predict the effects, if any, of such occurrences
on future operations.
Research and development efforts in this business generally seek to improve manufacturing efficiencies and lower unit costs,
principally raw material costs, by reducing the material content of containers while improving or maintaining other physical
properties such as material strength. In addition, research and development efforts are directed toward the development of new
sizes and types of metal and plastic beverage and food containers, as well as new uses for the current containers.
Decorated two-piece aluminum beverage cans are produced at 17 manufacturing facilities in the U.S., one facility in Canada and
one in Puerto Rico; ends are produced within five U.S. facilities. Metal beverage containers are sold primarily to fillers of
carbonated soft drinks, beer and other beverages under long-term or annual supply contracts. Sales volumes of metal beverage cans
and ends in North America tend to be highest during the period from April through September.
Metal beverage containers and ends represent Ball's largest product line, accounting for approximately 67 percent of 2001
packaging segment net sales. Since 1998 we have been the largest beverage can producer in North America.
Based on publicly available industry information, we estimate that our North American metal beverage container shipments were
approximately 31 percent of total U.S. and Canadian shipments for metal beverage containers. We also estimate that five producers
represent substantially all of the remaining metal beverage container shipments. Available industry information indicates the
growth in industry-wide shipments was relatively flat from 1998 to 2001.
In Canada, metal beverage containers have captured significantly lower percentages of the packaged beverage industry than in the
U.S., particularly in the packaged beer industry, in which the market share of metal containers has been hindered by non-tariff
trade barriers and restrictive taxes within Canada.
Beverage container industry production capacity in the U.S. and Canada exceeds demand. In order to balance more closely capacity
and demand within our business, we have consolidated our can and end manufacturing capacity into fewer, more efficient facilities
with the closure of five plants during 1999, 2000 and 2001, as reported in Note 3 in our Annual Report to Shareholders, which can
be found in Exhibit 13.1.
The aluminum beverage can continues to compete aggressively with other packaging materials in the beer and soft drink industries.
The glass bottle has shown resilience in the packaged beer industry, while the soft drink industry use of the PET bottle has
grown. The beer industry has also begun the usage of plastic beer bottles.
Two-piece and three-piece steel food containers are manufactured in the U.S. and Canada and sold primarily to food processors in
the U.S. and Canada. In 2001 metal food container sales comprised approximately 19 percent of packaging segment net sales. Sales
volumes of metal food containers in North America tend to be highest from June through October as a result of seasonal vegetable
and salmon packs.
In the metal food container industry, manufacturing capacity in North America exceeds demand. Approximately 33 billion
steel food cans were shipped in the U.S. and Canada in 2001, of which approximately 17 percent were shipped by Ball.
Since the second quarter of 2000, Ball and ConAgra Grocery Products Company have participated in a joint venture food can
manufacturing company, Ball Western Can Company. Under this arrangement, Ball receives management fees and accounts for the
results of its 50 percent-owned investment under the equity method.
The steel food can competes with other packaging materials in the food industry including glass, aluminum, plastic and paper.
As a result, this product line must increasingly focus on product innovation. Service, quality and price are deciding competitive
factors.
Polyethylene terephthalate (PET) packaging is Ball's newest product line, representing slightly less than 9 percent of packaging
segment net sales in 2001. Demand for containers made of PET has increased in the beverage packaging industry and is expected to
increase in the food packaging industry with improved technology and adequate supplies of PET resin. While PET beverage
containers compete against metal, glass and cardboard, the historical increase in the sales of PET containers has come primarily
at the expense of glass containers and through new market introductions. The latest publicly available projections indicate that
the growth in overall PET demand over the next two years is expected to be between 7 and 8 percent. Based on research estimates
from various sources, we believe Ball's share of the total U.S. and Canadian shipments is between 8 and 12 percent.
Competition in the PET container industry includes four national suppliers and several regional suppliers and self-manufacturers.
Service, quality and price are deciding competitive factors. Increasingly, the ability to produce customized, differentiated
plastic containers is an important competitive factor.
Ball has secured long-term customer supply agreements, principally for carbonated beverage and water containers. Plastic beer
containers are being tested by several of our customers and we are developing plastic containers for the single serve juice
market.
Capacity has grown rapidly in the PRC, resulting in a supply/demand imbalance. As discussed above, we undertook a review of our
options there and, as a result, have either closed or are closing several facilities. The Beijing manufacturing facility is one
of the most technologically advanced plants in the PRC and the company's 32 percent-owned affiliate, Sanshui Jianlibao FTB
Packaging Limited, is the largest can manufacturing facility in the PRC in terms of production capacity. For more information on
operations in the PRC, see Item 2, Properties, and Exhibit 21.1, Subsidiary List.
We are a 50 percent equity owner of a joint venture with BBM Participacoes S.A. producing two-piece aluminum cans and ends in
Brazil. Ball also participates in joint ventures in Thailand, Taiwan and the Philippines, in addition to providing manufacturing
technology and assistance to several can manufacturers around the world.
Aerospace and Technologies Segment
The aerospace and technologies segment includes civil space systems, defense operations, and commercial space operations. The
defense operations business unit includes defense systems, systems engineering services, advanced antenna and video systems and
electro-optics and cryogenic systems and components. Sales in the aerospace and technologies segment accounted for approximately
11 percent of consolidated net sales in 2001. The commercial products and technologies business unit was closed in mid-2001.
Additional details regarding this closure can be found in Note 3 to our consolidated financial statements, which can be found in
Exhibit 13.1.
The majority of the aerospace and technologies segment business involves work under contracts, generally of from one to five
years in duration for the National Aeronautics and Space Administration (NASA), the U.S. Department of Defense (DoD), other U.S.
government agencies and for foreign governments. Contracts funded by the various agencies of the federal government represented
approximately 92 percent of segment sales in 2001. Major industry trends have not changed significantly, with DoD and NASA
budgets remaining relatively stable. Consolidation in the aerospace and defense industries continues, and there is strong
competition for business.
Civil space systems, defense operations and commercial space operations include hardware, software and services to both U.S. and
international customers, with emphases on space science, environmental and Earth sciences, defense and intelligence, manned
missions and space exploration. Major contractual activities frequently involve the design, manufacture and testing of
satellites, ground systems and payloads (including launch vehicle integration), as well as satellite ground station control
hardware and software.
Other hardware activities include: electro-optics products for spacecraft guidance, control of instruments and sensors, and
surveillance subsystems; target identification, warning and attitude control systems and components; cryogenic systems for
reactant storage, and sensor cooling devices using either closed-cycle mechanical refrigerators or open-cycle solid and liquid
cryogens; 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 federal and local
government agencies, prime contractors and commercial organizations for a broad range of information warfare, electronic warfare,
avionics, intelligence, training and space systems needs.
Backlog
Backlog of the aerospace and technologies segment was approximately $431 million and $351 million at December 31, 2001 and 2000,
respectively, and consists of the aggregate contract value of firm orders, excluding amounts previously recognized as revenue.
The 2001 backlog includes approximately $250 million expected to be billed during 2002, with the remainder expected to be billed
thereafter. Unfunded amounts included in backlog for certain firm government orders which are subject to annual funding were
approximately $291 million at December 31, 2001. Year-to-year comparisons of backlog are not necessarily indicative of the trend
of future operations.
The company's aerospace and technologies segment has contracts with the U.S. government or its contractors which have standard
termination provisions. The government retains the right to terminate contracts at its convenience. However, if contracts are
terminated in this manner, Ball is entitled to reimbursement for allowable costs and profits to the date of termination relating
to authorized work performed to such date. U.S. government contracts are also subject to reduction or modification in the event
of changes in government requirements or budgetary constraints.
Patents
In the opinion of the company, none of its active patents is essential to the successful operation of its business as a whole.
Research and Development
Note 18, "Research and Development," in the 2001 Annual Report to Shareholders contains information on company research and
development activity and is incorporated herein by reference.
Environment
Aluminum, steel and PET containers are recyclable, and significant amounts of used containers are being recycled and diverted
from the solid waste stream. Using the most recent data available, in 2000 approximately 62 percent of aluminum containers,
58 percent of steel cans and 22 percent of the PET containers sold in the U.S. were recycled.
Compliance with federal, state and local laws relating to protection of the environment has not had a material, adverse effect
upon capital expenditures, earnings or competitive position of the company. As more fully described under Item 3, Legal
Proceedings, the U. S. Environmental Protection Agency and various state environmental agencies have designated the company as a
potentially responsible party, along with numerous other companies, for the cleanup of several hazardous waste sites. However,
the company's information at this time does not indicate that these matters will have a material, adverse effect upon the
liquidity, results of operations or financial condition of the company.
Legislation which would prohibit, tax or restrict the sale or use of certain types of containers, and would require diversion of
solid wastes such as packaging materials from disposal in landfills, has been or may be introduced in the U.S. Congress and the
Canadian Parliament, in state and Canadian provincial legislatures and other legislative bodies. While container legislation has
been adopted in a few jurisdictions, similar legislation has been defeated in public referenda in several other states, in local
elections and in many state and local legislative sessions. The company anticipates that continuing efforts will be made to
consider and adopt such legislation in many jurisdictions in the future. If such legislation was widely adopted, it could have a
material adverse effect on the business of the company, as well as on the container manufacturing industry generally, in view of
the company's substantial North American sales and investment in metal and PET container manufacture.
Employees
At the end of February 2002 the company employed approximately 9,950 people worldwide.
Item 2. Properties
The company's properties described below are well maintained, are considered adequate and are being utilized for their intended
purposes.
The Corporate headquarters is located in Broomfield, Colorado. The offices for metal packaging operations are in Westminster,
Colorado. Also located in Westminster is the Edmund F. Ball Technical Center, which serves as a research and development
facility, primarily for the metal packaging operations. The offices, pilot line and research and development center for the
plastic container business are located in Smyrna, Georgia.
Ball Aerospace and Technologies Corp. offices are located in Boulder, Colorado. The Colorado-based operations of this business
occupy a variety of company-owned and leased facilities in Boulder, Broomfield and Westminster, which together aggregate
approximately 1,300,000 square feet of office, laboratory, research and development, engineering and test and manufacturing
space. Other aerospace and technologies operations include facilities in California, Georgia, New Mexico, Ohio, Texas and
Virginia.
Information regarding the approximate size of the manufacturing locations for significant packaging operations which are owned by
the company, except where indicated otherwise, follows. Facilities in the process of being shut down have been excluded from the
list. Where certain locations include multiple facilities, the total approximate size for the location is noted. In addition to
the manufacturing facilities, the company leases warehousing space.
Approximate
Floor Space in
Plant Location Square Feet
Metal packaging manufacturing facilities:
North America
Blytheville, Arkansas (leased) 29,000
Springdale, Arkansas 286,000
Richmond, British Columbia 194,000
Fairfield, California 340,000
Torrance, California 265,000
Golden, Colorado 500,000
Tampa, Florida 275,000
Kapolei, Hawaii 132,000
Monticello, Indiana 356,000
Kansas City, Missouri 225,000
Saratoga Springs, New York 153,000
Wallkill, New York 314,000
Reidsville, North Carolina 287,000
Columbus, Ohio 167,000
Findlay, Ohio 733,000
Burlington, Ontario 308,000
Whitby, Ontario 200,000
Guayama, Puerto Rico 225,000
Baie d'Urfe, Quebec 211,000
Chestnut Hill, Tennessee 300,000
Conroe, Texas 180,000
Fort Worth, Texas 161,000
Bristol, Virginia 241,000
Williamsburg, Virginia 400,000
Seattle, Washington 166,000
Weirton, West Virginia (leased) 85,000
DeForest, Wisconsin 45,000
Milwaukee, Wisconsin 161,000
Asia
Beijing, PRC 272,000
Hubei (Wuhan), PRC 193,000
Shenzhen, PRC 271,000
Zhuhai, PRC 180,000
Approximate
Floor Space in
Plant Location Square Feet
Plastic packaging manufacturing facilities:
North America
Chino, California (leased) 240,000
Ames, Iowa (leased) 250,000
Sioux City, Iowa 127,500
Delran, New Jersey 450,000
Baldwinsville, New York (leased) 240,000
Watertown, Wisconsin 111,000
Asia
Zhongfu, PRC (leased) 112,000
Hemei, PRC 2,000
In addition to the consolidated manufacturing facilities, the company has ownership interests of 50 percent or less in packaging
affiliates located in the PRC, Brazil, Thailand, Taiwan and the Philippines.
Item 3. Legal Proceedings
As previously reported, the U.S. Environmental Protection Agency (EPA) considers the company to be a Potentially Responsible
Party (PRP) with respect to the Lowry Landfill site located east of Denver, Colorado. On June 12, 1992, the company was served
with a lawsuit filed by the City and County of Denver (Denver) and Waste Management of Colorado, Inc., seeking contribution from
the company and approximately 38 other companies. The company filed its answer denying the allegations of the Complaint. On
July 8, 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.
In July 1992 the company entered into a settlement and indemnification agreement with Denver, Chemical Waste Management, Inc.,
and Waste Management of Colorado, Inc. (collectively Waste) pursuant to which Denver and Waste dismissed their lawsuit against
the company and Waste 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. Several other companies, which are defendants in the above-referenced lawsuits, had already entered into the settlement and
indemnification agreement with Denver and Waste. Waste Management, Inc., has agreed to guarantee the obligations for Chemical
Waste Management, Inc., and Waste Management of Colorado, Inc. Denver and Waste may seek additional payments from the company if
the response costs related to the site exceed $319 million. The company might also be responsible for payments (calculated in
1992 dollars) for any additional wastes which may have been disposed of by the company at the site but which are identified
after the execution of the settlement agreement.
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, the company believes that this matter will not have a material adverse effect upon the liquidity,
results of operations or financial condition of the company.
The company previously reported that it was notified on April 24, 1992, by the Muncie Race Track Steering Committee that the
company may have been a PRP with respect to the disposal of waste at the Muncie Race Track Site located in Delaware County,
Indiana. On February 15, 2001, General Motors Company, one of the PRPs at the site, filed a lawsuit against Ball and several
other companies seeking contribution from them for past, present and future remedial costs at the site. On June 5, 2001, Ball
and General Motors Company settled their dispute, and General Motors Company dismissed its lawsuit with prejudice. Based upon
the information available to the company at the present time, the company believes that this matter is now concluded without any
material adverse effect upon the liquidity, results of operations or financial condition of the company.
The company previously reported that on August 1, 1997, the EPA sent notice of potential liability to 19 PRPs concerning past
activities at one or more of the four Rocky Flats parcels (including land owned by Precision Chemicals now owned by Great Western
Inorganics) at the Rocky Flats Industrial Park site (RFIP) located in Jefferson County, Colorado. The RFIP site also includes the
AERRCO site and a site owned by Thoro Products Company. Based upon sampling at the site in 1996, the EPA determined that
additional site work would be required to determine the extent of contamination and the possible cleanup of the site. The EPA
requested the PRPs to perform certain site work in 1996. These discussions have been ongoing. On December 19, 1997, the EPA
issued an Administrative Order on Consent (AOC) to conduct the engineering estimates and cost analyses. The AOC has been
finalized. The company has funded approximately $70,000 toward these costs. The PRPs have negotiated an agreement and the company
contributed $5,000 as an initial group contribution. The company has agreed to pay 12 percent of the costs of cleanup at the
AERRCO site and a percentage of the cleanup costs on the Thoro site. 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.
In October 2001 representatives of Vauxmont Intermountain Communities notified six of the PRPs at the AERRCO site, including the
company, (AERRCO PRPs) that hazardous materials might have contaminated property owned by Vauxmont. The AERRCO site is contained
within the Rocky Flats Industrial Park site. Vauxmont also alleges that it lost $7 million on a contract with a home developer
for the purchase of a portion of the land. Vauxmont representatives requested that the AERRCO PRPs study any contamination to the
Vauxmont real estate. The AERRCO PRPs agreed to undertake such a study and sought the EPA's final approval. Based on the
information, or lack thereof available to the company at the present time, the company does not believe that this matter will
have a material adverse effect upon the liquidity, results of operations or financial condition of the company.
As previously reported, the company was notified on June 19, 1989, that the EPA has designated the company and numerous other
companies as PRPs responsible for the cleanup of certain hazardous wastes that were released at the Spectron, Inc., site located
in Elkton, Maryland. In December 1989, the company, along with other companies whose alleged hazardous waste contributions to the
Spectron, Inc., site were considered to be de minimis, entered into a settlement agreement with the EPA for cleanup costs
incurred in connection with the removal action of aboveground site areas. By a letter dated September 29, 1995, the company,
along with other above-described PRPs, were notified by the EPA that it was negotiating with the large-volume PRPs another
consent order for performance of a site environmental study as a prerequisite to long-term remediation. The EPA and the large-
volume PRPs offered a second de minimis program buyout for settlement of liability for remediation of the site, and the offer was
made to certain PRPs, including the company. On August 10, 2001, the EPA issued a General Notice and Opportunity to Participate
in De Minimis Settlement letter to the company and over 1,000 other PRPs. The company signed the Global Consent Decree for
De Minimis Parties on September 6, 2001, and returned it to the EPA. Within 30 days of entry of the Consent Decree, the company
will make one payment of $66,737 to the EPA and an additional payment of $53,668 to the large volume PRPs. Alltrista Corporation
has agreed to reimburse the company for $116,311 of the $120,404 total payment. Once the Consent Decree is final, the company's
and Alltrista Corporation's liability at the site will be resolved. The Consent Decree is expected to be finalized and entered
in 2002. Based upon the information available to the company at the present time, the company does not believe that this matter
will have a material adverse effect upon the liquidity, results of operations or financial condition of the company.
As previously reported, during July 1992, the company received information that it had been named a PRP with respect to the
Solvents Recovery of New England Site (SRSNE) located in Southington, Connecticut. According to the information received, it is
alleged that the company contributed approximately 0.08816 percent of the waste contributed to the site on a volumetric basis.
The PRP group has been involved in negotiations with the EPA regarding the remediation of the site. The company has paid
approximately $17,500 toward site investigation and remediation efforts.
The PRP group has spent $15 million through the end of 2001. Approximately $1.5 million more will be spent to complete a remedial
investigation/feasibility study (RI/FS) and pay for remediation work through 2003. As of December 2001, projected remediation
cost estimates for a bioremediation and enhanced oxidation system ranged from $20 million to $30 million. A de minimis offer was
expected to be prepared in 2001, but there will be no proposals made in the foreseeable future. The PRP group offered a $5.5
million settlement to resolve the EPA claim of $16 million for past costs at the SRSNE site. PRP/EPA negotiations to resolve the
past cost claims from the EPA have not been resolved and are not being actively pursued by the PRP group. A natural resources
damage claim of approximately $3 million is anticipated. At the present time, there are no PRP group assessments for 2002.
The EPA has also sought recovery for the Angelillo site which is related to the SRSNE site. Contaminated soil and empty drums
were transferred from the SRSNE Site to the Angelillo site and removed by the EPA's contractor in 1996 and 1997. The EPA informed
the PRP group in March 2000 of their intention to seek recovery of approximately $1,155,000 for work the EPA conducted at the
Angelillo site. The company signed a Tolling Agreement with the EPA on April 20, 2000, regarding the Angelillo site. The PRP
group and the EPA reached agreement on past EPA site costs for Angelillo. The company signed the Agreement for Recovery of Past
Response Costs on March 20, 2001 and submitted it for the PRP group to hold until a sufficient number of PRPs (80-90 percent)
responded in like manner. The company has not yet received notice that a sufficient number of PRPs have so responded. The company
paid $885 on May 15, 2001, and $1,139 on December 5, 2001, for group assessments.
Based on the information, or lack thereof available to the company at the present time, the company does not believe that these
matters will have a material adverse effect upon the liquidity, results of operations or financial condition of the company.
The company previously reported that on or about June 14, 1990, the El Monte plant of Ball-InCon Glass Packaging Corp., a then
wholly-owned subsidiary of the company (renamed Ball Glass Container Corporation [Ball Glass]), the assets of which were
contributed in September 1995 into a joint venture with Compagnie de Saint-Gobain (Saint-Gobain), now known as Saint-Gobain
Industries, Inc., and currently wholly owned by Saint-Gobain, received a general notification letter and information request from
the EPA, Region IX, notifying Ball Glass that it may have a potential liability as defined in Section 107(a) of the Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA) with respect to the San Gabriel Valley areas 1-4 Superfund Sites
located in Los Angeles County, California. The EPA requested certain information from Ball Glass, and Ball Glass responded. A PRP
group organized and drafted a PRP group agreement, which Ball Glass executed. The PRP group completed negotiations with the EPA
over the terms of the administrative consent order, statement of work for the remedial investigation phase of the cleanup, and
the interim allocation arrangement between PRP group members to fund the remedial investigation. The interim allocation approach
requires that any payment will be based upon contribution to pollution. An AOC was executed by the PRP group and the EPA. The EPA
also accepted the statement of work for the remedial investigation phase of the cleanup. The PRP group retained an environmental
engineering consulting firm to perform the remedial investigation. As required under the AOC, the group submitted to the EPA
copies of all environmental studies conducted at the plant, the majority of which had already been furnished to the State of
California. The EPA then approved the work plan, project management plan, and the data management plan portions of the PRP
group's proposed RI/FS. The PRP group funded the RI/FS. The EPA and the PRP group have continued to negotiate a resolution of
this matter. The EPA is requiring the PRP group to pay $331,000 of the EPA's past site operation costs plus interest. Such
payment must be made within the next 3 years; however, the EPA has agreed to accept installment payments. The first such
installment of $100,000 was anticipated to be made by the PRP group during the first quarter of 2001, but such payment was not
made and is now expected to be made during the first or second quarter of 2002. However, the company paid its allocated
percentage of $5,020 of the $100,000 on January 2001. The PRP group, de minimis members, including the company, have finalized
their de minimis offer to the PRP group. The amount of the offer was $3.75 million with the company's share being $391,000
(10 percent). In November 2001, PRP group members circulated a good-faith settlement offer to the EPA. If accepted, the company
will be released from any further cleanup obligation or liability upon payment of its share of the de minimis settlement. In
addition, Commercial Union, the company's general liability insurer, is defending this governmental action and is paying the cost
of defense including attorneys' fees. Based on the information, or lack thereof 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.
The company previously reported that in 1998 various consumers filed toxic tort litigation in the Superior Court for Los Angeles
County (Trial Court) against various water companies operating in the San Gabriel Valley Basin. The water companies petitioned
the Trial Court to remove this action to the California Public Utilities Commission. The Trial Court agreed. The plaintiffs
appealed this decision to the California Court of Appeals, which reversed the Trial Court. One non-regulated utility has appealed
this decision to the California Supreme Court. Pending completion of the appellate process, the Trial Court stayed further action
in this litigation except that the plaintiffs were permitted to add additional defendants. The Trial Court consolidated the six
separate lawsuits in the Northeast District (Pasadena) and designated the case of Adler, et al. v. Southern California Water
Company, et al., as the lead case. In late March 1999, Ball-Foster Glass Container Co., L.L.C., which the company no longer owns,
received a summons and amended complaint based on its ownership of the El Monte glass plant. Ball-Foster Glass tendered the
lawsuit to the company for defense and indemnity. The company has in turn tendered this lawsuit to its liability carrier,
Commercial Union, for defense and indemnity. Plaintiffs appear to be proceeding to join all companies, which are alleged to be
PRPs in the various operable units in the San Gabriel Valley Superfund Site. The litigation, including the filing of answers by
such joined parties, has been stayed pending the decision of the California Supreme Court as to whether the California Public
Utilities Commission has sole jurisdiction over these cases since some of the defendants are regulated utilities. On February 4,
2002, the California Supreme Court issued its written opinion upholding the decision of the Court of Appeals ruling that the
plaintiffs may proceed with their toxic tort claims in the Trial Court against all defendants, including the company, who are
non-regulated utilities. The stay remains in effect until a complex case management order is entered, and no responsive pleadings
or motions are required while the stay is in effect. Similarly situated de minimis industry defendants are forming a joint
defense group and the company will be invited to join. Based on the information, or lack thereof, available to the company at the
present time, the company is unable to express an opinion as to the actual exposure of the company for this matter; however,
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.
The company previously reported that in March of 1992, William Hallahan, an employee of the company's metal container plant in
Saratoga Springs, New York, filed a workers' compensation claim alleging that he suffers from a form of leukemia that was caused
by his exposure to certain chemicals used in the plant. The company denied the claim, and hearings on the matter were held before
the Workers' Compensation Board of the State of New York. Testimony was concluded in April 1996. On January 14, 1997, the
Administrative Law Judge (ALJ) filed his Memorandum of Decision finding in favor of the claimant. The decision was appealed, and
the Workers' Compensation Board remanded the case back to the ALJ for further findings. The ALJ made those findings and the
company again appealed the case. In June 1999, a three-judge panel of the Workers' Compensation Board reversed the decision of
the ALJ and found that the claimant failed to show a causal relationship between the claimant's workplace and his disease in
order to establish that he developed an occupational disease from an exposure at the plant. The Board then closed the case. The
claimant appealed the case to the Full Workers' Compensation Board and alternatively to the Appellate Division of the New York
State judicial system. On May 30, 2000, the Full Workers' Compensation Board denied Mr. Hallahan's appeal. On April 6, 2001, the
General Counsel of the New York State Workers' Compensation Board deemed Mr. Hallahan's appeal to have been abandoned. On
November 21, 2001, Mr. Hallahan filed a Petition to reopen the workers' compensation case on the basis that ethylene glycol
monobutyl ethers (2-Buto-xylthanol) (EGBE) may have been the possible cause of Mr. Hallahan's leukemia. Mr. Hallahan's attorney
requested the Board to reopen the case under its continuing jurisdiction. Claimant also claims that this information supports
their expert witness' previous testimony at the hearing regarding the cause of Mr. Hallahan's leukemia. Mr. Hallahan's counsel
also argued that the EPA supports the position that EGBE is a possible human carcinogen. The company filed a statement in
opposition to Mr. Hallahan's petition to reopen the case. On February 4, 2002, the Board denied the request to reopen the case.
Based on the information, or lack thereof, available to the company at the present time, the company does not believe that this
matter will have a material adverse effect upon the liquidity, results of operations or financial condition of the company.
As previously reported, on or about December 31, 1992, William Hallahan and his wife filed suit in the Supreme Court of the State
of New York, County of Saratoga, against certain manufacturers of solvents, coatings and equipment, including Somerset
Technologies Inc. and Belvac Production Machinery, seeking damages in the amount of $15 million for allegedly causing leukemia by
exposing him to harmful toxins. Somerset and Belvac filed third-party complaints seeking contribution from the company for
damages that they might be required to pay William Hallahan. The defendants, including the company, have filed a motion for
summary judgment against the plaintiff requesting a judgment that the Workers' Compensation Board has determined this case
against William Hallahan. Based upon the information available to the company at the present time, the company believes that this
matter will not have a material adverse effect upon the liquidity, results of operations or financial condition of the company.
The company previously reported that on September 21, 1998, The Daiei Inc. (Daiei), a Japanese corporation, with its principal
place of business in Tokyo, Japan, sued the company in United States District Court, Southern District of Indiana, Evansville
Division (Court). Daiei alleged it is engaged in the retail sale of consumer goods and food products at stores throughout Japan.
Daiei alleged that it purchased defective beer cans filled with beer from Evansville Brewing Company, Inc. (EBC) between April 6,
1995 and July 20, 1995. Daiei alleged that the metal containers were defectively assembled and sealed by EBC at its production
facility in Evansville, Indiana, on a machine that was inspected by representatives of Ball. Daiei further alleged Ball breached
its warranty to provide metal containers that performed in a commercially reasonable manner and that the company's
representatives were negligent in the repair of the sealing equipment owned by EBC. Daiei sought damages for the lost containers
and product in the amount of $6 million. The company retained counsel and defended this case. The parties engaged in the
discovery process and a Motion to Dismiss was filed by the company on several legal grounds. On March 31, 2000, the Court
dismissed plaintiff's claim alleging negligence on the part of the company and its representatives, but denied the company's
Motion to Dismiss Daiei's claim for breach of express and implied warranties. The case proceeded on Daiei's claim that the
company allegedly breached express and implied warranties and warranties of fitness for a particular purpose with respect to the
sale of beverage cans to Daiei by EBC. In a Court ordered settlement conference in December 2001, the parties settled this
matter. The company believes that this matter is now concluded with no material adverse effect upon the liquidity, results of
operations or financial condition of the company.
As previously reported on March 3, 2000, Pechiney Plastic Packaging, Inc., and Pechiney Emballage Flexible Europe (Pechiney)
filed a lawsuit against Kortec, Inc.; Crown Cork and Seal Company, Inc.; Crown Cork and Seal Technologies Company and Ball
Plastic Container Corp. in the U.S. District Court for the District of Massachusetts. Pechiney alleged that the defendants had
infringed two of its patents with respect to methods and apparatus for injection molding and injection blow molding multi-layer
plastic containers. Pechiney sought an injunction and damages. Kortec is a supplier to Ball Plastic Container Corp, of equipment
for use in manufacturing multi-layered plastic bottles. Kortec agreed to defend Ball Plastic Container Corp. against the claims
for infringement of patents arising out of the purchase and use of such equipment purchased from Kortec and assumed the defense
of the action. The parties negotiated a settlement of this matter effective November 2, 2000. Pursuant to the terms of the
settlement agreement, the company agreed to become a licensee of Pechiney in exchange for certain royalty payments. The company
believes that this matter has been concluded without any adverse material effect upon the liquidity, results of operations or
financial condition of the company.
The company previously reported that on January 27, 1999, Plastic Solutions of Texas, Inc. (PST) and Kurt H. Ruppmann, Sr.
(Ruppmann) filed a statement of claim with the American Arbitration Association alleging the company breached a contract between
the company, PST and Ruppmann relating to the grant of a license under certain patents and technology owned by PST and Ruppmann
relating to the use of cryogenics in the manufacture of hot-fill PET bottles. The arbitrator issued an order favorable to Ball
including monetary damages and specific performance. This award was confirmed by the District Court of Dallas County, Texas, and
a judgment was entered on the company's behalf. The parties have negotiated a satisfactory payment schedule of this judgment. The
company believes that this matter is now concluded without any adverse material effect upon the liquidity, results of operations
or financial condition of the company.
Item 4. Submission of Matters to Vote of Security Holders
There were no matters submitted to the security holders during the fourth quarter of 2001.
Part II
Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters
Ball Corporation common stock (BLL) is traded on the New York, Chicago and Pacific Stock Exchanges. There were 5,834 common
shareholders of record on March 1, 2002.
Other information required by Item 5 appears under the caption, "Quarterly Stock Prices and Dividends," in the 2001 Annual Report
to Shareholders and is incorporated herein by reference.
Item 6. Selected Financial Data
The information required by Item 6 for the five years ended December 31, 2001, appearing in the section titled, "Five-Year Review
of Selected Financial Data," of the 2001 Annual Report to Shareholders, is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2001 Annual Report to Shareholders
is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required by Item 7A appears under the caption, "Financial Instruments and Risk Management," within the
"Management's Discussion and Analysis of Financial Condition and Results of Operations" section of the 2001 Annual Report to
Shareholders, which is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements and notes thereto of the 2001 Annual Report to Shareholders, together with the report
thereon of PricewaterhouseCoopers LLP, dated January 22, 2002, except for Note 14, as to which the date is February 22, 2002,
included in the 2001 Annual Report to Shareholders, are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There were no matters required to be reported under this item.
Part III
Item 10. Directors and Executive Officers of the Registrant
The executive officers of the company as of December 31, 2001, were as follows:
1. George A. Sissel, 65, Chairman of the Board effective January 24, 2001; Chairman and Chief Executive Officer, January 1998 to
January 24, 2001; Chairman, President and Chief Executive Officer, 1996-1998; President and Chief Executive Officer, 1995-1996;
Acting President and Chief Executive Officer, 1994-1995; Senior Vice President, Corporate Affairs; Corporate Secretary and
General Counsel, 1993-1995; Senior Vice President, Corporate Secretary and General Counsel, 1987-1993; Vice President,
Corporate Secretary and General Counsel, 1981-1987.
2. R. David Hoover, 56, President and Chief Executive Officer since January 24, 2001; Vice Chairman, President and Chief Operating
Officer, April 2000 to January 2001; Vice Chairman, President and Chief Financial Officer, January 2000 to April 2000; Vice
Chairman and Chief Financial Officer, 1998-2000; Executive Vice President and Chief Financial Officer, 1997-1998; Executive
Vice President, Chief Financial Officer and Treasurer, 1996-1997; Executive Vice President and Chief Financial Officer,
1995-1996; Senior Vice President and Chief Financial Officer, 1992-1995; Vice President and Treasurer, 1988-1992; Assistant
Treasurer, 1987-1988; Vice President, Finance and Administration, Technical Products, 1985-1987; Vice President, Finance and
Administration, Management Services Division, 1983-1985.
3. Raymond J. Seabrook, 50, Senior Vice President and Chief Financial Officer since April 2000; Senior Vice President, Finance,
April 1998 to April 2000; Vice President, Planning and Control, 1996-1998; Vice President and Treasurer, 1992-1996; Senior Vice
President and Chief Financial Officer, Ball Packaging Products Canada, Inc., 1988-1992.
4. Leon Midgett, 59, Executive Vice President and Chief Operating Officer, Packaging, since April 2000; Chief Operating
Officer, Packaging, and President of North American Beer/Beverage, January 2000 to April 2000; President of North American
Beer/Beverage, November 1995 to January 2000.
5. Donald C. Lewis, 59, Vice President and General Counsel, since September 1998; Vice President, Assistant Corporate Secretary
and General Counsel, 1997-1998; General Counsel and Assistant Corporate Secretary, 1995-1997; Associate General Counsel and
Assistant Corporate Secretary, 1990-1995; Associate General Counsel, 1983-1990; Assistant General Counsel, 1980-1983; Senior
Attorney, 1978-1980; General Attorney, 1974-1978.
6. Albert R. Schlesinger, 60, Vice President and Controller, since January 1987; Assistant Controller, 1976-1986.
7. Harold L. Sohn, 55, Vice President, Corporate Relations, since March 1993; Director, Industry Affairs, Packaging Products,
1988-1993.
8. David A. Westerlund, 51, Senior Vice President, Administration, since April 1998; Vice President, Administration, 1997-1998;
Vice President, Human Resources, 1994-1997; Senior Director, Corporate Human Resources, July 1994-December 1994; Vice
President, Human Resources and Administration, Ball Glass Container Corporation, 1988-1994; Vice President, Human Resources,
Ball-InCon Glass Packaging Corp., 1987-1988.
9. Scott Morrison, 39, Treasurer since September 2000; Managing Director/Senior Banker of Corporate Banking, Bank One,
Indianapolis, Indiana, 1995 to August 2000.
10. John Hayes, 36, Vice President, Corporate Planning and Development, since April 2000; Senior Director, Corporate Planning
and Development, February 1999 to April 2000; Vice President, Mergers and Acquisitions/Corporate Finance, Lehman Brothers,
Chicago, Illinois, April 1993 to February 1999.
Effective March 13, 2002, Albert Schlesinger assumed the duties of Chairman and Chief Executive Officer of Ball Asia Pacific,
Ltd. and relinquished his duties as Vice President and Controller of Ball Corporation. Raymond J. Seabrook, the company's Senior
Vice President and Chief Financial Officer, will temporarily assume the duties of Vice President and Controller until a new
controller is elected at the company's next board meeting in April 2002.
Other information required by Item 10 appearing under the caption, "Director Nominees and Continuing Directors," on pages 3
through 5 and under the caption, "Section 16(a) Beneficial Ownership Reporting Compliance," on page 15 of the company's proxy
statement filed pursuant to Regulation 14A dated March 15, 2002, is incorporated herein by reference.
Item 11. Executive Compensation
The information required by Item 11 appearing under the caption, "Executive Compensation," on pages 7 through 13 of the company's
proxy statement filed pursuant to Regulation 14A dated March 15, 2002, is incorporated herein by reference. Additionally, the
Ball Corporation 2000 Deferred Compensation Company Stock Plan and the Ball Corporation Deposit Share Program were created to
encourage key executives and other participants to acquire a larger equity ownership interest in the company and to increase
their interest in the company's stock performance. Nonemployee directors also participate in the 2000 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," on pages 1 and 2
of the company's proxy statement filed pursuant to Regulation 14A dated March 15, 2002, is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The information required by Item 13 appearing under the caption, "Ratification of the Appointment of Independent Accountants," on
page 15 of the company's proxy statement filed pursuant to Regulation 14A dated March 15, 2002, is incorporated herein by
reference.
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) Financial Statements:
The following documents included in the 2001 Annual Report to Shareholders are incorporated by reference in Part II, Item 8:
Consolidated statements of earnings - Years ended December 31, 2001, 2000 and 1999
Consolidated balance sheets - December 31, 2001 and 2000
Consolidated statements of cash flows - Years ended December 31, 2001, 2000 and 1999
Consolidated statements of shareholders' equity and comprehensive earnings - Years ended December 31, 2001, 2000 and 1999
Notes to consolidated financial statements
Report of independent accountants
(2) Financial Statement Schedules:
There were no financial statement schedules required under this item.
(3) Exhibits:
See the Index to Exhibits which appears at the end of this document and which is incorporated by reference herein.
(b) Reports on Form 8-K:
The registrant did not file or amend reports on Form 8-K during the fourth quarter of 2001.
FORWARD-LOOKING STATEMENTS
The company has made or implied certain forward-looking statements in this annual report. These forward-looking statements represent
the company's goals and could vary materially from those expressed or implied. Some factors that could cause the company's actual
results or outcomes to differ materially from those discussed in the forward-looking statements include, but are not limited to,
fluctuation in customer growth and demand; product introductions; insufficient production capacity; overcapacity in foreign and
domestic metal and plastic container industry production facilities and its impact on pricing and financial results; lack of
productivity improvement or production cost reductions; the weather; vegetable and fishing yields; power and natural resource costs;
difficulty in obtaining supplies and energy, such as gas and electric power; shortages in and pricing of raw materials; changes in
the pricing of the company's products and services; competition in pricing and the possible decrease in, or loss of, sales resulting
therefrom; loss of profitability and plant closures; insufficient or reduced cash flow; transportation costs; the inability to
continue the purchase of the company's common shares; the ability to obtain adequate credit resources for foreseeable financing
requirements of the company's businesses and to satisfy the resulting credit obligations; regulatory action; federal and state
legislation; increases in interest rates; labor strikes; increases in various employee benefits and labor costs; boycotts;
litigation involving antitrust; intellectual property, consumer and other issues; maintenance and capital expenditures; goodwill
impairment; local economic conditions; the authorization, funding and availability of government contracts and the nature and
continuation of those contracts and related services provided thereunder; international business and market risks such as the
devaluation of international currencies; terrorist activity or war that disrupts the company's production or supply, or pricing of
raw materials used in the production of the company's goods and services, and/or disrupts the ability of the company to obtain
adequate credit resources for the foreseeable financing requirements of the company's businesses; and successful or unsuccessful
acquisitions, joint ventures or divestitures. If the company is unable to achieve its goals, then the company's actual performance
could vary materially from those goals expressed or implied in the forward-looking statements.
SIGNATURES
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.
BALL CORPORATION
(Registrant)
By: /s/R. David Hoover
-----------------------------
R. David Hoover, President and
Chief Executive Officer
March 28, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on
behalf of the registrant and in the capacities and on the dates indicated below.
(1) Principal Executive Officer:
President and Chief Executive
/s/R. David Hoover Officer
----------------------------------------------------
R. David Hoover March 28, 2002
(2) Principal Financial Accounting Officer and Acting
Controller:
Senior Vice President and Chief
/s/Raymond J. Seabrook Financial Officer; Acting Controller
----------------------------------------------------
Raymond J. Seabrook March 28, 2002
(3) A Majority of the Board of Directors:
/s/Frank A. Bracken * Director
----------------------------------------------------
Frank A. Bracken March 28, 2002
/s/Howard M. Dean * Director
----------------------------------------------------
Howard M. Dean March 28, 2002
/s/John T. Hackett * Director
----------------------------------------------------
John T. Hackett March 28, 2002
/s/R. David Hoover * Director
----------------------------------------------------
R. David Hoover March 28, 2002
/s/John F. Lehman * Director
----------------------------------------------------
John F. Lehman March 28, 2002
/s/Ruel C. Mercure, Jr. * Director
----------------------------------------------------
Ruel C. Mercure, Jr. March 28, 2002
/s/Jan Nicholson * Director
----------------------------------------------------
Jan Nicholson March 28, 2002
/s/George A. Sissel * Chairman and Director
----------------------------------------------------
George A. Sissel March 28, 2002
/s/William P. Stiritz * Director
----------------------------------------------------
William P. Stiritz March 28, 2002
/s/Stuart A. Taylor II * Director
----------------------------------------------------
Stuart A. Taylor II March 28, 2002
*By George A. Sissel 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.
By: /s/George A. Sissel
---------------------
George A. Sissel
As Attorney-in-Fact
March 28, 2002
Ball Corporation and Subsidiaries
Annual Report on Form 10-K
For the year ended December 31, 2001
Index to Exhibits
Exhibit
Number Description of Exhibit
- ------------------------------------------------------------------------------------------------------------------------------------
3.i Amended Articles of Incorporation as of August 2, 1996 (filed by incorporation by reference to
the company's Form 10-Q filed May 14, 1997).
3.ii Bylaws of Ball Corporation as amended September 23, 1998, filed March 29, 1999.
4.1(a) Senior Note Indenture, dated August 10, 1998, among Ball Corporation, certain subsidiary
guarantors of Ball Corporation and The Bank of New York, as Senior Note Trustee (filed by
incorporation by reference to the Current Report on Form 8-K dated August 10, 1998) filed August
25, 1998.
4.1(b) Senior Registration Rights Agreement, dated August 10, 1998, among Ball Corporation, Lehman
Brothers Inc., Merrill Lynch, Pierce, Fenner and Smith Incorporated, BancAmerica Robertson
Stephens, First Chicago Capital Markets, Inc., and certain subsidiary guarantors of Ball
Corporation (filed by incorporation by reference to the Current Report on Form 8-K dated August
10, 1998) filed August 25, 1998.
4.2(a) Senior Subordinated Note Indenture, dated August 10, 1998, among Ball Corporation, certain
subsidiary guarantors of Ball Corporation and The Bank of New York, as Senior Subordinated Note
Trustee (filed by incorporation by reference to the Current Report on Form 8-K dated August 10,
1998) filed August 25, 1998.
4.2(b) Senior Subordinated Registration Rights Agreement, dated August 10, 1998, among Ball
Corporation, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner and Smith Incorporated,
BancAmerica Robertson Stephens, First Chicago Capital Markets, Inc., and certain subsidiary
guarantors of Ball Corporation (filed by incorporation by reference to the Current Report on
Form 8-K dated August 10, 1998) filed August 25, 1998.
4.3 Dividend distribution payable to shareholders of record on August 4, 1996, of one preferred
stock purchase right for each outstanding share of common stock under the Rights Agreement dated
as of July 24, 1996, between the company and The First Chicago Trust company of New York (filed
by incorporation by reference to the Form 8-A Registration Statement, No. 1-7349, dated August
1, 1996, and filed August 2, 1996, and to the company's Form 8-K Report dated February 13, 1996,
and filed February 14, 1996).
Exhibit
Number Description of Exhibit
- ------------------------------------------------------------------------------------------------------------------------------------
10.1 1980 Stock Option and Stock Appreciation Rights Plan, as amended, 1983 Stock Option and Stock
Appreciation Rights Plan (filed by incorporation by reference to the Form S-8 Registration
Statement, No. 2-82925) filed April 27, 1983.
10.2 1988 Restricted Stock Plan and 1988 Stock Option and Stock Appreciation Rights Plan (filed by
incorporation by reference to the Form S-8 Registration Statement, No. 33-21506) filed April 27,
1988.
10.3 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.
10.4 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.
10.5 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.
10.6 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.
10.7 Amended and Restated Form of Severance Benefit Agreement which 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.
10.8 Stock Purchase Agreement dated as of June 29, 1989, between Ball Corporation and Mellon Bank,
N.A. (filed by incorporation by reference to the Quarterly Report on Form 10-Q for the quarter
ended July 2, 1989) filed August 15, 1989.
10.9 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.
10.10 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.
10.11 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.
Exhibit
Number Description of Exhibit
- ------------------------------------------------------------------------------------------------------------------------------------
10.12 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.
10.13 Agreement and Plan of Merger among Ball Corporation, Ball Sub Corp. and Heekin Can, Inc. dated
as of December 1, 1992, and as amended as of December 28, 1992 (filed by incorporation by
reference to the Registration Statement on Form S-4, No. 33-58516) filed February 19, 1993.
10.14 Distribution Agreement between Ball Corporation and Alltrista (filed by incorporation by
reference to the Alltrista Corporation Form 8, Amendment No. 3 to Form 10, No. 0-21052, dated
December 31, 1992) filed March 17, 1993.
10.15 1993 Stock Option Plan (filed by incorporation by reference to the Form S-8 Registration
Statement, No. 33-61986) filed April 30, 1993.
10.16 Ball-InCon Glass Packaging Corp. 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.
10.17 Ball Corporation Supplemental Executive Retirement Plan (filed by incorporation by reference to
the Quarterly Report on Form 10-Q for the quarter ended October 2, 1994) filed November 15, 1994.
10.18 Ball Corporation Split Dollar Life Insurance Plan (filed by incorporation by reference to the
Quarterly Report on Form 10-Q for the quarter ended October 2, 1994) filed November 15, 1994.
10.19 Ball Corporation Long-Term Cash Incentive Plan, dated October 25, 1994, as amended October 23,
1996 (filed by incorporation by reference to the Quarterly Report on Form 10-Q for the quarter
ended September 29, 1996) filed November 13, 1996.
10.20a Ball Corporation Merger Related, Special Incentive Plan for Operating Executives which provides
for Stock Option grants in which the five named executive officers participate and which grants
are referred to in the Executive Compensation section in the Ball Corporation Proxy Statement
dated March 15, 1999. (The form of the option grants was filed March 29, 1999.)
10.20b Ball Corporation Merger Related, Special Incentive Plan for Operating Executives which provides
for Restricted Stock grant in which the five named executive officers participate and which
grants are referred to in the Executive Compensation section of the Ball Corporation Proxy
Statement dated March 15, 1999. (The form of the restricted grants was filed March 29, 1999.)
10.20c Ball Corporation Merger Related, Special Incentive Plan for Operating Executives which provides
for certain cash incentive payments based upon the attainment of certain performance criteria.
(The form of the plan was filed March 29, 1999.)
Exhibit
Number Description of Exhibit
- ------------------------------------------------------------------------------------------------------------------------------------
10.21 Asset Purchase Agreement dated June 26, 1995, among Foster Ball, L.L.C. (since renamed
Ball-Foster Glass Container Co., L.L.C.), Ball Glass Container Corporation and Ball Corporation
(filed by incorporation by reference to the Current Report on Form 8-K dated September 15, 1995)
filed September 29, 1995.
10.22 Foster Ball, L.L.C. (since renamed Ball-Foster Glass Container Co., L.L.C.) Amended and Restated
Limited Liability Company Agreement dated June 26, 1995, among Saint-Gobain Holdings I Corp., BG
Holdings I, Inc. and BG Holdings II, Inc. (filed by incorporation by reference to the Current
Report on Form 8-K dated September 15, 1995) filed September 29, 1995.
10.23 Asset Purchase Agreement dated August 10, 1998, among Ball Corporation and its Ball Metal
Beverage Container Corp. and Reynolds Metals Company (filed by incorporation by reference to the
Current Report on Form 8-K dated August 10, 1998) filed August 25, 1998.
10.24 Form of Severance Agreement (Change of Control Agreement) which exists between the company and its executive
officers (filed by incorporation by reference to the Annual Report on Form 10-K for the year ended December 31,
1988) filed March 25, 1989.
10.25 Consulting Agreement between George A. Matsik and Ball Corporation dated October 18, 1999. (filed by incorporation
by reference to the Annual Report on Form 10-K for the year ended December 31, 1999) filed March 30, 2000.
10.26 Ball Corporation 2000 Deferred Compensation Company Stock Plan. This plan is referred to in Item 11, the Executive
Compensation section of this Form 10-K. (Filed herewith.)
10.27 Ball Corporation Deposit Share Program. This plan is referred to in Item 11, the Executive Compensation section of
this Form 10-K. (Filed herewith.)
11.1 Statement re: Computation of Earnings Per Share (filed by incorporation by reference to the
notes to the consolidated financial statements, "Earnings Per Share," in the 2001 Annual Report
to Shareholders). (Filed herewith.)
12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges. (Filed herewith.)
13.1 Ball Corporation 2001 Annual Report to Shareholders. (The Annual Report to Shareholders, except
for those portions thereof incorporated by reference, is furnished for the information of the
Commission and is not to be deemed filed as part of this Form 10-K.) (Filed herewith.)
Exhibit
Number Description of Exhibit
- ------------------------------------------------------------------------------------------------------------------------------------
18.1 Letter re: Change in Accounting Principles. (Filed by incorporation by reference to the
Quarterly Report on Form 10-Q for the quarterly period ended July 2, 1995) filed August 15, 1995.
21.1 List of Subsidiaries of Ball Corporation. (Filed herewith.)
23.1 Consent of Independent Accountants. (Filed herewith.)
24.1 Limited Power of Attorney. (Filed herewith.)
99.1 Specimen Certificate of Common Stock (filed by incorporation by reference to the Annual Report
on Form 10-K for the year ended December 31, 1979) filed March 24, 1980.
99.2 Cautionary statement for purposes of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, as amended. (Filed herewith.)