Bond Ball Corporation 5.25% ( US058498AT38 ) in USD

Issuer Ball Corporation
Market price 100 %  ▲ 
Country  United States
ISIN code  US058498AT38 ( in USD )
Interest rate 5.25% per year ( payment 2 times a year)
Maturity 30/06/2025 - Bond has expired



Prospectus brochure of the bond Ball Corp US058498AT38 in USD 5.25%, expired


Minimal amount 2 000 USD
Total amount 1 000 000 000 USD
Cusip 058498AT3
Standard & Poor's ( S&P ) rating BB+ ( Non-investment grade speculative )
Moody's rating Ba1 ( Non-investment grade speculative )
Detailed description Ball Corporation is a global supplier of sustainable aluminum packaging for beverage, personal care, and household products, and also provides aerospace and other technologies and services.

Ball Corporation (US058498AT38, CUSIP: 058498AT3) issued a USD 1,000,000,000 5.25% bond maturing June 30, 2025, currently trading at 100%, with a minimum purchase size of 2,000 bonds, paying semi-annually, and rated BB+ by S&P and Ba1 by Moody's.







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TABLE OF CONTENTS
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-204940
and 333-204940-01 through 333-204940-21
CALCULATION OF REGISTRATION FEE









Title of Each Class of Securities
Amount to be
Maximum Offering
Maximum Aggregate
Amount of
to be Registered

Registered

Price Per Share

Offering Price

Registration Fee(1)

5.25% Senior Notes due 2025

$1,000,000,000

100.00%

$1,000,000,000

$116,200

Guarantees of 5.25% Senior Notes due
2025(2)

--

--

--

--

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no separate registration fee is payable in respect of the registration of the guarantees.
PROSPECTUS SUPPLEMENT
(To prospectus dated June 15, 2015)
$1,000,000,000
Ball Corporation
5.25% Senior Notes due 2025
Ball Corporation is offering $1 billion in aggregate principal amount of 5.25% Senior Notes due 2025. Ball Corporation will pay interest on the
notes on July 1 and January 1 of each year, beginning January 1, 2016. The notes will mature on July 1, 2025. Ball Corporation may redeem the notes,
in whole or in part, at its option at any time at the redemption prices described in this prospectus supplement under "Description of Notes--Optional
Redemption." If a Change of Control Repurchase Event (as defined herein) occurs we will be required to offer to purchase the notes from the holders on
terms described in this prospectus supplement.
The notes will be senior unsecured obligations of Ball Corporation and will rank equally in right of payment to all of Ball Corporation's
existing and future senior unsecured indebtedness and senior in right of payment to all of Ball Corporation's future indebtedness, if any, that expressly
provides for its subordination to the notes. The notes will be effectively subordinated to all secured indebtedness of Ball Corporation to the extent of the
value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other liabilities, including trade payables, of Ball
Corporation's subsidiaries that are not guarantors of the notes.
The notes offered by this prospectus supplement will not be listed on any securities exchange.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page S-17 of this prospectus
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supplement.

Per Note

Total

Public offering price(1)


100.00%
$
1,000,000,000.00
Underwriting discount


1.25%
$
12,500,000.00
Proceeds, before expenses, to us


98.75%
$
987,500,000.00
(1)
Plus accrued interest from June 25, 2015, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is
a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its
participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about June 25,
2015.
Joint Book-Running Managers
BofA Merrill Lynch

Deutsche Bank Securities

Goldman, Sachs & Co.

KeyBanc Capital Markets

Mizuho Securities

Rabo Securities
Co-Managers
ANZ Securities

BNP PARIBAS

Credit Agricole CIB

MUFG
PNC Capital Markets LLC

Santander

SMBC Nikko
TD Securities
UniCredit Capital Markets

RB International Markets (USA)

Barclays
The Williams Capital Group, L.P.

The date of this prospectus supplement is June 22, 2015.
Table of Contents
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
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WHERE YOU CAN FIND MORE INFORMATION

S-1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

S-2
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

S-3
MARKET AND INDUSTRY DATA

S-4
SUMMARY

S-5
RISK FACTORS
S-17
USE OF PROCEEDS
S-23
CAPITALIZATION
S-24
RATIO OF EARNINGS TO FIXED CHARGES
S-25
DESCRIPTION OF OTHER INDEBTEDNESS
S-26
DESCRIPTION OF NOTES
S-32
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-58
UNDERWRITING (CONFLICTS OF INTEREST)
S-61
EXPERTS
S-67
LEGAL MATTERS
S-67
Prospectus

ABOUT THIS PROSPECTUS
1
WHERE YOU CAN FIND MORE INFORMATION

1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

3
BALL CORPORATION

4
RISK FACTORS

4
USE OF PROCEEDS

5
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

6
DESCRIPTION OF CAPITAL STOCK

9
DESCRIPTION OF WARRANTS

14
RATIOS OF EARNINGS TO FIXED CHARGES AND TO COMBINED FIXED CHARGES AND

PREFERENCE DIVIDENDS
15
LEGAL MATTERS

15
EXPERTS

15
i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of our offering of the notes.
The second part is the accompanying prospectus, which forms a part of the registration statement and provides more general information, some of which
may not be applicable to this offering. This prospectus supplement and the accompanying prospectus include important information about us, the notes
and other information you should know before investing in the notes. This prospectus supplement also adds, updates and changes information contained
in the accompanying prospectus. If there is any inconsistency between the information in this prospectus supplement and the accompanying prospectus,
you should rely on the information in this prospectus supplement. You will find additional information about us in the registration statement. Any
statements made in this prospectus supplement or the accompanying prospectus concerning the provisions of legal documents are not necessarily
complete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the Securities and Exchange
Commission (the "SEC") for a more complete understanding of the document or matter. Before investing in the notes, you should carefully read both
this prospectus supplement and the accompanying prospectus, together with the additional information described under "Where You Can Find More
Information" and "Incorporation of Certain Documents by Reference" in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus
and in any term sheet we authorize that supplements this prospectus supplement. We have not, and the underwriters have not, authorized any other
person to provide you with different information or make any representations other than those contained or incorporated by reference in this prospectus
supplement. If anyone other than us provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and
can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an
offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this
prospectus supplement and the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our
business, financial condition, results of operations and prospects may have changed since those dates.
Unless otherwise stated, from time to time in this prospectus supplement, we use an exchange rate of £1:$1.48, which was the British pounds to
U.S. dollar exchange rate on March 31, 2015, based on data provided by Bloomberg.
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WHERE YOU CAN FIND MORE INFORMATION
Ball files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission, or the
SEC. You can inspect and copy these reports, proxy statements and other information at the Public Reference Room of the SEC, 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Ball's SEC
filings will also be available to you on the SEC's website at http://www.sec.gov and through the New York Stock Exchange, 20 Broad Street, New York,
NY 10005, on which Ball's common stock is listed.
S-1
Table of Contents
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows the "incorporation by reference" of the information filed by Ball with the SEC into this prospectus supplement, which means
that important information can be disclosed to you by referring you to those documents. Any information incorporated by reference is an important part
of this prospectus supplement, and any information that we file with the SEC and incorporate by reference herein subsequent to the date of this
prospectus supplement will be deemed automatically to update and supersede this information. The documents listed below previously filed by Ball
with the SEC are incorporated by reference herein:
·
Ball's Annual Report on Form 10-K for the fiscal year ended December 31, 2014;
·
Ball's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015; and
·
Ball's Current Reports on Form 8-K filed with the SEC on February 5, 2015 (except with respect to Item 2.02 and the related exhibits
furnished pursuant to Item 9.01), February 19, 2015, as amended and restated by Amendment No. 2 on Form 8-K/A filed on June 12,
2015 (except with respect to Item 7.01 and the related exhibits furnished pursuant to Item 9.01), April 30, 2015 (except with respect to
Item 2.02 and the related exhibits furnished pursuant to Item 9.01), May 7, 2015 (except with respect to Item 7.01 and the related
exhibits furnished pursuant to Item 9.01) and June 15, 2015.
Whenever, before the termination of the offering of the securities made under this prospectus supplement, we file reports or documents under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, those reports and documents will be
deemed to be incorporated by reference into this prospectus supplement from the time they are filed. We do not incorporate by reference any
information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or the related exhibits furnished pursuant to Item 9.01 of Form 8-K in any future
filings, unless specifically stated otherwise. Unless the context requires otherwise, all references to this prospectus supplement or the accompanying
prospectus include the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
If you make a request for such information in writing or by telephone, we will provide you, without charge, a copy of any or all of the
information incorporated by reference in this prospectus supplement or the accompanying prospectus. Any such request should be directed to:
Ball Corporation
10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado 80021-2510
(303) 469-3131
Attention: General Counsel
S-2
Table of Contents
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement contains, and the documents incorporated by reference herein may contain, forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. These forward-looking
statements represent our goals and actual results or outcomes may differ materially from those expressed or implied. Such forward-looking statements
are subject to certain risks, uncertainties and assumptions that include, but are not limited to, expected earnings and cash flows, future growth and
financial performance. Forward-looking statements typically can be identified by the use of words such as
"will,""expect,""estimate,""anticipate,""forecast,""plan,""believe" and similar terms. Although we believe that our expectations are reasonable, we can
give no assurance that these expectations will prove to have been correct, and actual results may vary materially.
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Factors that could cause our actual results or outcomes to differ materially from those discussed in the forward-looking statements are disclosed
under "Risk Factors" in our Form 10-K for the fiscal year ended December 31, 2014, our Form 10-Q for the fiscal quarter ended March 31, 2015, and
in this prospectus supplement. Some of the factors that could cause our actual results or outcomes to differ materially from those discussed in the
forward-looking statements include, but are not limited to:
with respect to our packaging segments:
·
product demand fluctuations;
·
availability/cost of raw materials;
·
competitive packaging, pricing and substitution;
·
changes in climate and weather; changes in crop yields;
·
competitive activity;
·
failure to achieve productivity improvements or cost reductions;
·
mandatory deposit or other restrictive packaging laws;
·
customer and supplier consolidation, power and supply chain influence;
·
changes in major customer or supplier contracts or loss of a major customer or supplier;
·
political instability and sanctions;
·
changes in foreign exchange or tax rates;
with respect to our aerospace segment:
·
funding, authorization, availability and returns of government and commercial contracts;
·
delays, extensions and technical uncertainties affecting segment contracts;
with respect to the Company as a whole:
·
those factors listed above;
·
changes in senior management;
·
regulatory action or issues including tax, environmental, health and workplace safety, including U.S. FDA and other actions or public
concerns affecting products filled in our containers, or chemicals or substances used in raw materials or in the manufacturing process;
·
technological developments and innovations;
S-3
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·
litigation;
·
strikes;
·
labor cost changes;
·
rates of return on assets of the Company's defined benefit retirement plans;
·
pension changes;
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·
uncertainties surrounding the U.S. government budget, sequestration and debt limit;
·
reduced cash flow;
·
ability to achieve cost-out initiatives and interest rates affecting our debt;
·
successful or unsuccessful acquisitions and divestitures, including, with respect to the proposed Rexam Acquisition (as defined herein),
the effect of the announcement of the acquisition on Ball's business relationships, operating results and business generally;
·
the occurrence of any event or other circumstances that could give rise to the termination of our definitive agreement with Rexam (as
defined herein) in respect of the Rexam Acquisition;
·
the outcome of any legal proceedings that may be instituted against Ball related to the definitive agreement with Rexam; and
·
the failure to satisfy conditions to completion of the Rexam Acquisition, including the receipt of all required regulatory approvals.
If we are unable to achieve our goals, then our actual performance could vary materially from the goals we have expressed or implied in the
forward-looking statements. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to
you. In light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus supplement and the
accompanying prospectus may not in fact occur. Except as required by applicable law, including the securities laws of the United States and the rules
and regulations of the SEC, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
MARKET AND INDUSTRY DATA
The market, industry or similar data presented herein are based upon estimates by our management, using various third party sources where
available. While management believes that such estimates are reasonable and reliable, in certain cases such estimates cannot be verified by information
available from independent sources. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such
data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings "Disclosure
Regarding Forward-Looking Statements" and "Risk Factors" in this prospectus supplement.
S-4
Table of Contents
SUMMARY
This summary may not contain all the information that may be important to you. You should read this entire prospectus supplement, the
accompanying prospectus and those documents incorporated by reference into this prospectus supplement and the accompanying prospectus, including
the risk factors and the financial data and related notes, before making an investment decision. In this prospectus supplement and the accompanying
prospectus, unless otherwise indicated or the context otherwise requires, references to "Ball Corporation" or "Ball" refer only to Ball Corporation and
not to any of its subsidiaries, and references to the "Company," "we," "us," "our" and similar terms refer to Ball Corporation and its consolidated
subsidiaries.
Our Company
We are one of the world's leading suppliers of metal packaging to the beverage, food, personal care and household products industries. We are
one of the largest manufacturers of metal beverage containers in the world and the largest in North America. Our packaging products are produced for a
variety of end uses and are currently manufactured in plants around the world. We also provide aerospace and other technologies and services to
governmental and commercial customers. We had net sales of $8.6 billion and EBITDA of $1.1 billion for the year ended December 31, 2014.
Our products include:
·
aluminum and steel beverage containers for carbonated soft drinks, beer, energy drinks and other beverages, of which in 2014 we
produced approximately 41 billion recyclable beverage containers in the Americas, 6 billion containers in the People's Republic of
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China, or PRC, and 18 billion containers in Europe (excluding Russia), representing approximately 35 percent, 20 percent and 30 percent
of total industry shipments, respectively;
·
two-piece and three-piece steel food containers and ends for packaging vegetables, fruit, soups, meat, seafood, nutritional products, pet
food and other products, of which we produced approximately 4 billion units in 2014 in North America, representing approximately
16 percent of total shipments; aerosol, paint and general line and decorative specialty containers, of which our production represented
approximately 36 percent of total annual North American steel aerosol shipments in 2014;
·
aluminum slugs used in the production of impact extruded aluminum containers, of which in the U.S. and Canada, we are the leading
supplier and estimate our percentage of the total industry shipments to be approximately 87 percent; our European aluminum aerosol
shipments represented approximately 21 percent of total European industry shipments in 2014, and in Mexico we produce impact
extruded aluminum containers; and
·
aerospace and other high technology products and services, including 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 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,
Asia and South America, 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.

S-5
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Competitive Strengths
We believe that a number of factors contribute to our position as a premier supplier of packaging products, with multiple sources of earnings
and cash flow. These factors include:
·
Significant Presence in Multiple Markets--We are the largest manufacturer of metal beverage containers in North America. Our 2014
Americas metal beverage container shipments of approximately 41 billion recyclable beverage containers represented approximately
35 percent of total shipments in the Americas. In addition, we are the second largest metal beverage container producer in Europe, where
our 2014 shipments of 18 billion cans represented approximately 30 percent of total European shipments (excluding Russia). We are one
of the largest beverage container producers in the PRC and participate in joint ventures in the United States, Brazil and Vietnam. We
also have a strong position in North American steel food container and aerosol container manufacturing, with an approximate 16 and
36 percent share, respectively, of shipments in 2014. In the U.S. and Canada, we are the leading supplier of aluminum slugs used in the
production of impact extruded aluminum containers and estimate our percentage of the total industry shipments to be approximately
87 percent. Our European extruded aluminum aerosol shipments represented approximately 21 percent of total European industry
shipments in 2014, and we also produce aluminum containers in North America.
·
Diversified Sources of Cash Flow--Our worldwide operations historically have generated significant cash flow. Our presence in
multiple markets, including metal beverage containers, steel food containers and aerosol containers, impact extruded aluminum
containers and the slugs used to produce them and high technology aerospace products, diversifies our potential sources of cash flow.
·
Low Cost Manufacturer with State-of-the-Art Facilities--Modernization programs at many of our facilities over the past decade
have increased productivity, reduced costs and improved product quality. Our international packaging segment also operates modern,
efficient beverage container plants, with expertise in both steel and aluminum container production. In addition, we have strategically
positioned our production sites to provide among the most cost-efficient and effective global coverage of any beverage container
manufacturer. Our facilities are located in close proximity to the major geographic regions we serve and are close to our major
customers' filling operations in order to minimize transportation costs.
·
Experienced Management--We are led by an experienced management team with a proven track record of successfully integrating
major acquisitions, increasing profitability and cash flow, expanding our customer base, implementing state-of-the-art manufacturing
process technology, improving operating efficiencies, introducing product innovations and entering new markets and businesses. Our top
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ten senior executives average over 18 years of experience in the packaging industry.
·
Technological Leadership--We have extensive experience in improving productivity and designing innovative products. In particular,
we have successfully increased manufacturing efficiencies and lowered unit costs through internally-developed equipment
enhancements. We also have made numerous patented advancements in container and end manufacturing techniques. Our packaging
research and development activities are primarily conducted in technical centers located in Westminster, Colorado and in Bonn,
Germany. Current research and development efforts include the development of new sizes and types of metal containers as well as new
uses for the current containers. Our innovation efforts continue to build momentum and play an important role in keeping us close to our
customers.

S-6
Table of Contents
·
High Quality Products and Service--We believe that the quality of our products and our customer service is among the highest in the
industry, as indicated by the number of quality awards we have earned.
We won the Certified Supplier Award from Sherwin-Williams in 2014 for achieving the highest level of excellence in meeting Sherwin-
Williams' Purchasing Center of Excellence Supplier Performance Criteria.
We won a total of five awards in 2014 and 2015 at the International Metal Decorator's Association (IMDA) Excellence in Quality Conferences.
Our high-quality can graphics won the following awards at the IMDA conference in Bloomingdale, IL:
·
The Award of Quality Excellence for Meguiar's Hot Shine Tire Coating aerosol can. The Hot Shine Tire Coating can uses Ball's
Hexachrome printing process, traditionally a six-color process that provides a wider color gamut for the print and design world. Ball
enhanced this process by adding a seventh blue/violet color for an even more attention-getting graphic.
·
The Award of Quality Excellence for Team Realtree Outdoor Energy Blaze Orange Tea two-piece can. Realtree's camouflage graphics
align with Realtree's branding and appeal to young outdoor enthusiasts.
·
The Award of Quality Excellence in the beverage category for Perfect's blueberry lemon lime twelve-ounce can.
·
The Award of Quality Excellence in the beverage category for Terrapin's Golden Ale twelve-ounce, two-piece can.
·
Best of Category in the two-piece beverage category for Monster's Khaos sixteen-ounce, two-piece can.
We were awarded the 2014 Specialty Graphic Imaging Association's Golden Image Award in the digitally printed category. We received a
Silver Award for "A Frosty Christmas" and a Bronze Award for "Pinecone and Mistletoe" holiday tins.
Ball Aerospace & Technologies Corp. received its third consecutive "Supplier of the Year" in 2014 from The Boeing Company for outstanding
avionics work, specifically on the F/A-18 and Harpoon antenna programs. It also received the Smithsonian's National Air and Space Museum Trophy
for the planet-hunting Kepler mission.
Ball Aerocan received the 2014 World Aluminium Aerosol Can Award from AEROBAL, the international organization for aluminum aerosol
container manufacturers, for a prototype "U Homme" deodorant can featuring Ball's state-of-the-art Matte & Gloss printing technology.
We were listed on each of the Dow Jones Sustainability Index (DJSI World) and Dow Jones Sustainability Index North America (DJSI NA) in
2014 as an industry leader in sustainability for the second consecutive year. We took first place in the Containers and Packaging category and were the
only company in its sector to be featured on both indices. Newsweek magazine, in partnership with Corporate Knights Capital, ranked us the top
packaging and containers company among the largest 500 U.S. companies on overall environmental performance in 2015 Newsweek Green Rankings.
We continually strive to improve the quality of our products and production processes through rigorous quality systems, comprehensive
employee training and tight control of our manufacturing processes.

S-7
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Table of Contents
Drive for 10 Business 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. Launched in 2011, 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; and
·
Increasing Economic Value Added (EVA®) dollars.
The cash generated by our businesses is used primarily: (1) to finance the Company's operations, (2) to fund strategic capital investments, (3) to
return value to our shareholders via stock buy-back programs and dividend payments and (4) to service the Company's debt. We will, when we believe
it will benefit the Company and our shareholders, make strategic acquisitions, enter into joint ventures or divest parts of our Company. The
compensation of many of our employees is tied directly to the Company's performance through our EVA®-based incentive programs.
Since launching Drive for 10 in 2011, we made progress on each of the levers as follows:
·
Maximizing value in our existing businesses by rationalizing standard beverage container and end capacity in North America and
expanding specialty container production to meet current demand; leveraging plant floor systems in our metal beverage facilities to
improve efficiencies and reduce costs; consolidating and/or closing multiple metal beverage and metal food and aerosol packaging
facilities; relocating our European headquarters to Zurich, Switzerland, to gain business, customer and supplier efficiencies; and
implementing cost-out and value-in initiatives across all of our businesses;
·
Expanding further into new products and capabilities by expanding into extruded aluminum aerosol manufacturing with our Mexican
acquisition in December 2012; the installation of a new extruded aluminum aerosol line in our Deforest, Wisconsin, facility during 2014;
and successfully commercializing extruded aluminum aerosol packaging that utilizes a significant amount of recycled material;
·
Aligning ourselves with the right customers and markets by investing capital to meet double-digit volume growth for specialty beverage
containers throughout our global network, which now represents more than a quarter of our global beverage packaging mix, and the
introduction of next generation aluminum bottle-shaping technology in North America for a customer under a long-term arrangement;
·
Broadening our geographic reach with new investments in a metal beverage manufacturing facility in Myanmar and an extruded
aluminum aerosol manufacturing facility in India, as

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well as the award of a South Korean environmental instrument in our aerospace business; and
·
Leveraging our technological expertise in packaging innovation, including the introduction of next-generation aluminum bottle-shaping
technologies and the introduction of a new steel aerosol manufacturing technology starting up in the second half of 2015, as well as other
technologies to maintain our competitive advantage today and in the future.
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.
Industry Overview
We operate in the packaging industry, which consists of metal, glass, plastic and paper-based products in the form of containers, bottles,
cartons, boxes, closures and flexible packages for a variety of end uses, including food and beverage, consumer products, personal care, pharmaceutical
and medical, household and food service, among others. The industry is global with companies of various sizes operating primarily on a local/regional
basis as it is generally not economic to transport unfilled containers long distances. We hold leading positions in two of the industry's largest, more
mature markets in North America and Europe that are expected to exhibit stable to moderate growth, as well as a leading position in the PRC and a
significant position in Brazil, both of which are expanding growth markets. Worldwide shipments of metal beverage containers were approximately
312 billion units in 2014. The metal beverage container industry in the Americas is the largest with approximately 117 billion containers shipped in
2014, followed by Europe (excluding Russia) with approximately 60 billion containers. Shipments of steel food containers and metal aerosol containers
in the U.S. and Canada are approximately 27 billion and 4 billion containers annually, respectively. Extruded aluminum aerosol shipments in Europe
were approximately 4 billion containers, and aluminum slug shipments in North America were approximately 59,000 metric tonnes.
Recent Developments
Rexam Acquisition
On February 19, 2015, the Company and Rexam PLC, a public limited company registered in England and Wales ("Rexam"), announced the
terms of a recommended offer by the Company to acquire all of the outstanding shares of Rexam in a cash and stock transaction (the "Rexam
Acquisition"). Under the terms of the offer, for each Rexam share, Rexam shareholders will receive 407 pence in cash and 0.04568 shares of the
Company. The transaction values Rexam at 610 pence per share based on the Company's 90-day volume weighted average stock price as of
February 17, 2015, and an exchange rate of US$1.54: £1 on that date representing an equity value of £4.3 billion ($6.6 billion). The actual value of the
transaction will be determined based on the exchange rate and the Company's stock price at the time of the closing of the transaction.
By way of compensation for any loss suffered by Rexam in connection with the preparation and negotiation of the offer, the Company has
undertaken in the Co-operation Agreement that, on the occurrence of a break payment event, the Company will pay or procure the payment to Rexam of
an amount in cash in British pounds. The amount of the break payment varies from £43 million, £129 million to £302 million based on the break
payment event and only one break payment would be required.
Both Ball and Rexam's boards of directors unanimously support the transaction and the transaction is subject to approvals from each company's
shareholders and regulatory approvals. It is expected that the necessary clearances will be obtained and the offer will be completed in the first half

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Table of Contents
of 2016. This offering is not conditioned on the completion of the Rexam Acquisition. If the Rexam Acquisition is not consummated, the notes offered
hereby will remain outstanding.
The foregoing summary of the Rexam Acquisition does not purport to be complete and is subject to, and qualified in its entirety by, the full text
of the announcement pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers and the Co-operation Agreement, which are
included in our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2015, as amended and restated by
Amendment No. 2 on Form 8-K/A filed on June 12, 2015. See "Incorporation of Certain Documents by Reference."
Bridge Loan Agreement
On February 19, 2015, the Company entered into a £3.3 billion ($4.9 billion) unsecured bridge loan agreement, pursuant to which lending
institutions have agreed, subject to limited conditions, to provide financing necessary to pay the cash portion of the consideration payable to Rexam
http://www.sec.gov/Archives/edgar/data/9389/000104746915005701/a2225083z424b5.htm[6/24/2015 9:05:51 AM]


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