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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, 2003
( ) 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
Securities
registered pursuant to Section 12(b) of the Act:
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Name of each exchange |
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| Title of each class | |
on which registered | |
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| Common Stock, without par value | |
New York Stock Exchange, Inc.
Chicago Stock Exchange, Inc.
Pacific Exchange, Inc. | |
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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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). YES
[X] NO [ ]
The aggregate market value of voting stock held by non-affiliates of the registrant was
$2,601 million based upon the closing market price and common shares outstanding as
of June 29, 2003.
Number
of shares outstanding as of the latest practicable date.
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| Class |
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Outstanding at February 8, 2004 |
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| Common Stock, without par value | |
56,414,003 | |
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Annual Report to Shareholders for the year ended
December 31, 2003, to the extent indicated in Parts I, II and IV. Except as to information specifically incorporated, the 2003 Annual Report to Shareholders
is not to be deemed filed as part of this Form 10-K Annual Report.
2. Proxy statement to be filed with the Commission
within 120 days after December 31, 2003, 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” and “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 government and commercial
customers. |
| |
The
following sections of the 2003 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
“Significant and Critical Accounting Policies” (Note 1), “Business
Segment Information” (Note 2), “Acquisitions” (Note 3), “Business
Consolidation Costs” (Note 4) and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations.” |
Information Pertaining to the Business of the Company
| |
The company’s businesses are comprised of three segments: (1) North American packaging,
(2) international packaging and (3) aerospace and technologies. |
| |
Our principal business in North America is the manufacture and sale of aluminum, steel and PET (polyethylene terephthalate)
containers, primarily for beverages and foods. This segment decreased from 84 percent
of Ball’s consolidated net sales in 2002 to 67 percent in 2003 due to the
acquisition of Ball Packaging Europe on December 19, 2002, which is included in our
international packaging segment. |
| |
A substantial part of our North American packaging sales are made directly to
companies in packaged beverage and food businesses, including SABMiller and bottlers
of Pepsi-Cola and Coca-Cola branded beverages and their licensees that utilize
consolidated purchasing groups. Sales to SABMiller plc
and PepsiCo, Inc., represented approximately 12 percent and 10 percent of
Ball’s consolidated net sales, respectively, for the year ended December 31,
2003. Additional details about sales to major customers are included in
Note 2 to the consolidated financial statements, which can be found in Exhibit 13.1
to this Form 10-K. |
| |
Packaging
products are sold in highly competitive markets, primarily based on quality, service and
price. The packaging business is capital intensive, requiring significant investments in
machinery and equipment. Profitability is sensitive to selling prices, production volumes,
labor, freight and warehousing costs, as well as the availability and price of certain raw
materials, such as aluminum, steel and plastic resin. These raw materials are generally
available from several sources and we have secured what we consider to be adequate
supplies and are not experiencing any shortages. We believe we have minimal
exposure related to changes in the costs of aluminum, steel and plastic resin as a result
of (1) the inclusion of provisions in aluminum can sales contracts to pass through
aluminum cost changes, as well as the use of derivative instruments, (2) steel can
sales contracts that incorporate annually negotiated metal costs and (3) the inclusion of
provisions in plastic container sales contracts to pass through resin cost changes. |
| |
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 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. Other research and development efforts in this segment generally seek to
improve manufacturing efficiencies. |
| |
North American Metal Beverage Containers
|
| |
Metal beverage containers and ends represent Ball’s largest product line, accounting for
69 percent of segment net sales and 46 percent of consolidated net sales in
2003. Decorated two-piece aluminum beverage cans are produced at 16 manufacturing
facilities in the U.S., one facility in Canada and one in Puerto Rico; can ends are
produced within four of the U.S. facilities, as well as in a fifth facility that
manufactures ends only. The annual production capacity of these plants is
approximately 33 billion cans. Metal beverage containers are sold under long-term or annual
supply contracts primarily to fillers of carbonated soft drinks, beer and other beverages.
Sales volumes of metal beverage cans and ends in North America tend to
be highest during the period from April through September. |
| |
Through
Rocky Mountain Metal Container, LLC, a 50/50 joint venture, which is accounted for as an
equity investment, Ball and Coors Brewing Company (Coors) participate in beverage can and end manufacturing
facilities in Golden, Colorado. The joint venture supplies Coors with beverage cans and
ends for its Golden, Colorado, and Memphis, Tennessee, breweries and supplies ends to its
Shenandoah, Virginia, filling location. Ball receives management fees and technology
licensing fees under this agreement. In addition to beverage cans supplied to Coors from
the joint venture, substantially all of Coors’ can requirements for its Shenandoah,
Virginia, filling location are manufactured at Ball facilities and sold to Coors. |
| |
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. Four producers manufacture
substantially all of the remaining metal beverage containers. Available industry
information indicates the growth in industry-wide shipments was relatively flat over the
past several years. |
| |
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, from time to time we consolidate our can and
end manufacturing capacity into fewer, more efficient facilities. From January1, 1999, through December 31, 2001, we closed
five plants. In the second quarter of 2003, we closed a beverage can end plant
which we acquired from Metal Packaging International, Inc., in March 2003. |
| |
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 soft drink industry use of the PET bottle has grown. 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. The market share of
metal containers has been hindered by non-tariff trade barriers and restrictive taxes
within Canada. |
| |
North American Metal Food Containers
|
| |
In addition to metal beverage cans, Ball produces two-piece and three-piece steel food cans
for packaging vegetables, fruit, soups, meat, seafood, nutritional products, pet food and other products. These
steel food containers are manufactured in 11 plants in the U.S. and Canada and sold
primarily to food processors in North America. In 2003 metal food container sales
comprised approximately 20 percent of segment net sales and 13 percent of
consolidated 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.
Approximately 34 billion steel food cans were shipped in the U.S. and Canada in 2003,
of which we estimate approximately 17 percent were shipped by Ball. |
| |
The company is in purchase negotiations with ConAgra Grocery Products Company (ConAgra)
related to the acquisition of Ball Western Can Company, LLC, its 50/50 joint venture with ConAgra.
Ball Western Can operates a food can manufacturing plant in Oakdale, California. The joint venture had
been scheduled to terminate on December 31, 2003, but has been extended while negotiations
continue. The current negotiations contemplate Ball purchasing ConAgra’s interest in
Ball Western Can and providing containers to ConAgra’s packaging locations in
California under a long-term supply agreement. These negotiations are expected to be
completed in the first quarter of 2004. |
| |
Competition in the metal food containers business includes two national and several regional suppliers
and self manufacturers. The steel food can also competes with other packaging materials in
the food industry including glass, aluminum, plastic, paper and the stand-up pouch. As a
result, this product line must increasingly focus on product innovation. Service, quality
and price are key competitive factors. |
| |
North American Plastic Containers
|
| |
Ball entered the PET container business in 1995. PET packaging represented approximately 11 percent
of segment net sales and 8 percent of consolidated net sales in 2003. 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
resin. While PET beverage containers compete against metal, glass and paper, the
historical increase in the sales of PET containers has come primarily at the expense of
glass containers and through new market introductions. We estimate our 2003 shipments of
5.5 billion plastic containers to be approximately 8 percent of total U.S. and
Canadian plastic container shipments. |
| |
The company operates five PET facilities in California, Iowa, New Jersey, New
York and Wisconsin. Competition in the PET container industry includes several national and regional
suppliers and self-manufacturers. Service, quality and price are important competitive
factors. Increasingly, the ability to produce customized, differentiated plastic
containers is also a competitive factor. |
| |
Most
of Ball’s PET containers are sold under long-term contracts to suppliers of bottled
water and carbonated soft drinks, including Pepsi-Cola. Plastic beer
containers are being tested by several of our customers and we are developing plastic
containers for the single serve juice market. |
| |
Ball
Packaging Europe’s operations, which accounted for 20 percent of Ball’s
consolidated net sales in 2003, consist of nine beverage can plants and two aluminum
beverage can end plants, a technical center in Bonn, Germany, and the European
headquarters in Ratingen, Germany. Of the 11 plants, four are located in Germany,
three in the United Kingdom, two in France and one each in the Netherlands and Poland. In
total the plants produced approximately 11 billion cans in 2003, with
approximately half of those being produced from steel and half from aluminum. Four of the
can plants use steel only, four use aluminum and one plant uses both metals. |
| |
Ball Packaging Europe is the second largest metal beverage container producer in Europe,
with an estimated one-third industry share in 2003, and produces two-piece beverage cans
and can ends for beer, carbonated soft drinks, mineral water, fruit juices, isotonics,
milk-based beverages, coffee drinks and alcoholic mixed drinks. In Western Europe, Ball
Packaging Europe is the top beverage container manufacturer in Germany, France and the
Benelux countries and the second largest beverage container manufacturer in the United
Kingdom. In addition, it has contributed to the development of the eastern European
beverage business and has an estimated 50 percent share in Poland. Ball plans to
begin construction on a new aluminum beverage can manufacturing plant in Belgrade, Serbia,
to serve the growing demand for beverage cans in southern and eastern Europe. |
| |
As in North America, the metal beverage can continues to compete aggressively with other
packaging materials used by the European beer and soft drink industries. The glass bottle is
utilized in the packaged beer industry, while soft drink industry use of the PET bottle
has grown. |
| |
The
European beverage can business has a balanced and stable customer base with 10
customers accounting for approximately 60 percent of its gross trade sales and 20
customers accounting for approximately 75 percent of such sales. Ball Packaging
Europe’s major customers include Coca-Cola, Britvic (Pepsi-Cola), Coors, Heineken,
Interbrew, Guinness, Bavaria and SABMiller. |
| |
Our
operations in Germany are subject to packaging legislation that exempts one-way containers
from a mandatory deposit fee as long as returnable containers maintain at least a
72 percent market share. After the market share dropped below this mandated level,
regulators imposed a mandatory deposit fee on cans and other non-refillable containers
effective January 1, 2003. Due to political and legal uncertainties in Germany, no
nationwide system for returning the containers was in place at the time the mandatory
deposit was imposed and many retailers stopped carrying beverages in non-refillable
containers. The situation is not expected to improve until the deposit is eliminated by
once again meeting the mandatory refill quotas or until it is resolved by various courts,
intervention by the European Union or by the implementation of a nationwide return system.
We have responded by reducing beverage can production at our German plants, implementing
aggressive cost reduction measures, entering into price increase negotiations and
increasing exports from Germany to other European nations. We also closed a plant in the
Untied Kingdom, delayed capital investment projects in France and Poland and are
converting one of our steel can production lines in Germany to aluminum in order to
facilitate additional can exports from Germany. |
| |
The
European beverage can business is capital intensive, requiring significant investments in
machinery and equipment. Profitability is sensitive to selling prices, foreign exchange
rates, production volumes, labor and the costs and availability of certain raw materials,
such as aluminum and steel. The European steel and aluminum industry is highly
consolidated with three steel suppliers and three aluminum suppliers providing
95 percent of European requirements. Material supply contracts are generally for a period
of one year, although Ball Packaging Europe has negotiated some longer term agreements.
Aluminum is purchased primarily in U.S. dollars while the functional currencies of Ball
Packaging Europe and its subsidiaries are non-U.S. dollars. This inherently results in a
foreign exchange rate risk, which the company minimizes through the use of derivative
contracts. |
| |
Through Ball Asia Pacific Holdings Limited, we are one of the largest beverage can manufacturers in the
People’s Republic of China (PRC) and believe that our facilities are the most modern
in that country. Capacity has grown rapidly in the PRC, resulting in a supply/demand
imbalance to which we have responded by closing several facilities in recent years. Our current operations
include the manufacture of aluminum cans and ends in three plants and of plastic containers in two plants.
We also participate in joint ventures that manufacture aluminum cans and ends in Brazil and in the PRC. |
| |
For more information on Ball’s international operations, see Item 2, Properties, and
Exhibit 21.1, Subsidiary List. |
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Aerospace and Technologies
|
| |
The
aerospace and technologies segment includes defense operations, civil space systems 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
2003. |
| |
The
majority of the aerospace and technologies segment business involves work under contracts,
generally from one to five years in duration, as a prime contractor or subcontractor for
the National Aeronautics and Space Administration (NASA), the U.S. Department of Defense
(DoD) and other U.S. government agencies and for foreign governments. Contracts funded by
the various agencies of the federal government represented approximately 96 percent of
segment sales in 2003. Geopolitical events and executive and legislative branch priorities
have created considerable growth opportunities in our core competencies. However,
consolidation in the aerospace and defense industries continues, and there is strong
competition for business. |
| |
Civil
space systems, defense systems and commercial space operations include hardware, software
and services to both U.S. and international customers, with emphasis 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: 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 government agencies, prime contractors and commercial
organizations for a broad range of information warfare, electronic warfare, avionics,
intelligence, training and space systems needs. |
| |
Backlog
of the aerospace and technologies segment was approximately $644 million and $497 million
at December 31, 2003 and 2002, respectively, and consists of the aggregate contract value
of firm orders, excluding amounts previously recognized as revenue. The 2003 backlog
includes approximately $341 million expected to be billed during 2004, 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 $443
million at December 31, 2003. 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 2003 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 diverted from the solid waste stream and recycled. Using the most recent data
available, in 2002 approximately 53 percent of aluminum containers, 59 percent
of steel cans and 20 percent of the PET containers sold in the U.S. were recycled. |
| |
Recycling
rates vary throughout Europe, but generally average 60 percent for aluminum and
steel. Some of the highest rates are in Germany where both aluminum and steel cans were
recycled at rates estimated to be at least 80 percent prior to the imposition of mandatory
deposits on one-way packaging effective January 1, 2003. |
| |
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 anywhere we operate. While
container legislation has been adopted in a few jurisdictions, similar legislation has
been defeated in public referenda and legislative bodies in numerous others. 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 potentially 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 global sales
and investment in metal and PET container manufacturing. However, the packages we produce
are widely used and perform well in various deposit states in the U.S. |
Employees
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At
the end of February 2004 the company employed approximately 12,700 people worldwide,
including approximately 8,600 employees in the United States and 4,100 in other countries. |
Where to Find More
Information
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Ball Corporation is subject to the reporting and other information requirements of the Exchange
Act. Reports and other information filed with the Securities and Exchange Commission (SEC)
pursuant to the Exchange Act may be inspected and copied at the public reference facility
maintained by the SEC in Washington, D.C. The SEC maintains a website at
www.sec.gov containing our reports, proxy materials, information statements and
other items. |
| |
The company also maintains a website at www.ball.com on which it provides a link to
access Ball’s SEC reports free of charge. |
Item 2. Properties
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The
company’s properties described below are well maintained, are considered adequate and
are being utilized for their intended purposes. |
| |
The
corporate headquarters and the Ball Aerospace & Technologies Corp. offices are located
in Broomfield, Colorado. The Colorado-based operations of the aerospace and technologies
business occupy a variety of company-owned and leased facilities in Broomfield, Boulder
and Westminster, which together aggregate approximately 1,200,000 square feet of office,
laboratory, research and development, engineering and test and manufacturing space. Other
aerospace and technologies operations include facilities in California, Florida, Georgia,
New Mexico, Ohio, Texas, Virginia and Australia. |
| |
The
offices for the North American packaging operations are based in Westminster, Colorado,
and the offices for the European packaging operations are located in Ratingen, Germany.
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 pilot
line and research and development center for the plastic container business, currently
located in Smyrna, Georgia, will be relocated to Colorado by the end of 2004. The European
Technical Centre, which serves as a research and development facility for the European
beverage can manufacturing operations, is located in Bonn, Germany. |
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Information
regarding the approximate size of the manufacturing locations for significant packaging
operations, which are owned or leased by the company, 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 facilities listed, the company leases other warehousing space. |
| Plant Location |
Approximate
Floor Space in
Square Feet |
| Metal packaging manufacturing facilities: |
|
| North America |
|
|
|
| Springdale, Arkansas | |
286,000 |
|
| Richmond, British Columbia | |
194,000 |
|
| Fairfield, California | |
340,000 |
|
| Torrance, California | |
478,000 |
|
| Golden, Colorado | |
500,000 |
|
| Tampa, Florida | |
275,000 |
|
| Kapolei, Hawaii | |
132,000 |
|
| Monticello, Indiana | |
356,000 |
|
| Kansas City, Missouri | |
400,000 |
|
| Saratoga Springs, New York | |
358,000 |
|
| Wallkill, New York | |
314,000 |
|
| Reidsville, North Carolina | |
287,000 |
|
| Columbus, Ohio | |
305,000 |
|
| 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 | |
315,000 |
|
| Conroe, Texas | |
180,000 |
|
| Fort Worth, Texas | |
328,000 |
|
| Bristol, Virginia | |
241,000 |
|
| Williamsburg, Virginia | |
400,000 |
|
| Seattle, Washington | |
166,000 |
|
| Weirton, West Virginia (leased) | |
85,000 |
|
| DeForest, Wisconsin | |
360,000 |
|
| Milwaukee, Wisconsin* | |
397,000 |
|
| |
| |
| |
| |
| |
| Europe | |
| Bierne, France | |
263,000 |
|
| La Ciotat, France | |
354,000 |
|
| Braunschweig, Germany | |
180,000 |
|
| Hassloch, Germany | |
283,000 |
|
| Hermsdorf, Germany | |
248,000 |
|
| Weissenthurm, Germany | |
257,000 |
|
| Oss, The Netherlands | |
231,000 |
|
| Radomsko, Poland | |
309,000 |
|
| Deeside, U.K | |
109,000 |
|
| Rugby, U.K | |
175,000 |
|
| Wrexham, U.K | |
222,000 |
|
| |
| |
| |
| |
| |
| Asia | |
| Beijing, PRC | |
291,000 |
|
| Hubei (Wuhan), PRC | |
237,000 |
|
| Shenzhen, PRC | |
323,000 |
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
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| Plastic packaging manufacturing facilities: |
|
| North America |
|
|
|
| Chino, California (leased) | |
578,000 |
|
| Ames, Iowa | |
840,000 |
|
| Delran, New Jersey | |
450,000 |
|
| Baldwinsville, New York (leased) | |
508,000 |
|
| Watertown, Wisconsin | |
111,000 |
|
| |
| |
| |
| |
| |
| Asia | |
| Zhongfu, PRC (leased) | |
52,000 |
|
| Hemei, PRC | |
47,000 |
|
*
Includes both metal beverage container and metal food container manufacturing operations.
| In addition to the consolidated manufacturing facilities,
the company has ownership interests of 50 percent or less in packaging affiliates located primarily in the U.S., PRC,
Brazil and Thailand. |
Item 3. Legal Proceedings
| |
North America
As
previously reported, the U.S. Environmental Protection Agency (USEPA) considers the
company 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 contributions 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
complaints. |
| |
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. In
2003 Waste Management indicated that the cost of the site might exceed $319 million
in 2030, approximately three years before the projected completion of the project. The
company might also be responsible for payments (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 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 on August 1, 1997, the USEPA 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 American Ecological Recycling and Research
Company (AERRCO) site and a site owned by Thoro Products Company. Based upon sampling at
the site in 1996, the USEPA determined that additional site work would be required to
determine the extent of contamination and the possible cleanup of the site. The USEPA
requested the PRPs to perform certain site work in 1996. These discussions have been
ongoing. On December 19, 1997, the USEPA 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. On January 8, 2003, and
October 9, 2003, the company made additional payments of $97,200 (total $194,400)
toward the cost of cleanup. 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. |
| |
As
previously reported, in October 2001 representatives of Vauxmont Intermountain Communities
(Vauxmont) 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 USEPA’s final approval. The sampling results were made available
to all parties. No further claims have been made against the company by Vauxmont to date.
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 USEPA 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 USEPA 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 USEPA 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
USEPA 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 USEPA 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 USEPA. Within 30 days of entry
of the Consent Decree, the company made payments of $66,737 to the USEPA and an additional
payment of $53,668 to the large volume PRPs. Jarden Corporation (formerly Alltrista
Corporation) agreed to reimburse the company for $116,311 of the $120,404 total payment.
The Consent Decree was finalized in U.S. District Court on November 26, 2002. The
company made a payment of $66,737 to the USEPA and an additional payment of $53,668 to the
Spectron Site Group on April 22, 2003. Jarden reimbursed the company for $116,311 of
the $120,404. This matter is now resolved with no 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 USEPA
regarding the remediation of the site. The company paid approximately $17,500 toward site
investigation and remediation efforts. The PRP group spent $15 million through the
end of 2001. Approximately $1.5 million more was spent to complete a Remedial
Investigation and 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
USEPA claim of $16 million for past costs at the SRSNE site. PRP/USEPA negotiations
to resolve the past cost claims from the USEPA 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. 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
on or about June 14, 1990, the El Monte plant of Ball-InCon Glass Packaging Corp.
(renamed Ball Glass Container Corporation [Ball Glass] in 1994), a then wholly-owned
subsidiary of the company, 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 USEPA, 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 USEPA 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 USEPA over the terms of the
administrative order on consent (RI/FS AOC), including the statement of work for the
remedial investigation phase of the cleanup. An interim allocation arrangement was
negotiated by the PRP group members to fund the remedial investigation. The interim
allocation approach requires that any payment will be based upon contribution to
pollution. The RI/FS AOC was executed by the PRP group and the USEPA. The USEPA thereby
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. The USEPA 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 PRP group’s environmental consulting firm then submitted its
Feasibility Study Technical Memorandum 1 to the USEPA concerning the site. Five potential
remedial action plans were identified in the study. USEPA finalized the Record of Decision
(ROD) and selected the most extensive and expensive remedy. The selected remedy is
extraction and treatment of the solvent contaminated groundwater in both the east
El Monte and west El Monte plumes, both deep and shallow aquifers. The PRP group
then commenced the final allocation process. The Allocation Committee was assigned such
task and undertook the development of the method for final allocation of costs among PRP
group members. The company has been involved with other de minimis members of
the PRP group to settle this matter. In August 2001, the de minimis members,
including the company, finalized their de minimis offer to the PRP group in
the amount $3.75 million. In October 2003 the de minimis members,
the three site work parties in the U.S. and the USEPA reached a final settlement for the
remediation of the El Monte operable unit including USEPA’s approval of the
de minimis settlement. As a result, a second administrative order on consent
(Remedy AOC) governing the implementation and performance of the site remedial activity
was negotiated and finalized on October 28, 2003. The company is recognized as a
“contributing settling defendant” (i.e., a cash-out party) and a member of the
De Minimis Group (DMG). DMG is obligated to pay $3.75 million into a
settlement fund established by Gould Electronics Inc. Each DMG members receives a covenant
not to sue from the USEPA and the State of California and contribution protection from
matters addressed in the remedy AOC, including past response actions, past and future
response costs for the El Monte Operable Unite, future basin-wide response costs, east
side plume, west side plume remediation and all other work required by the ROD. Settling
parties do not anticipate any additional work being required by a final record of decision
although any such work would not be covered in the remedy AOC. The company’s
allocated share of the DMG’s $3.75 million is $391,055. The Remedy AOC has been
filed with the U.S. District Court and entry of the Remedy AOC as a final order is
expected during 2004 following the expiration of a public comment period. 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, however, 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. Plaintiffs have also joined numerous companies, which are
alleged to be PRPs in the various operable units in the San Gabriel Valley Superfund Site.
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. 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. The Court of
Appeals held that the claims against the defendants that are not public utilities should
be litigated in the Trial Court. One non-regulated utility appealed this decision to the
California Supreme Court. Although the plaintiffs were permitted to add additional
defendants, the litigation, including the filing of answers by such joined parties, was
otherwise stayed pending the decision of the California Supreme Court as to whether the
California Public Utilities Commission had sole jurisdiction over these cases since some
of the defendants are regulated utilities. In late March 1999, Ball-Foster Glass
Container Co., L.L.C. (now named Saint Gobain Containers, Inc.), the present owner of the
El Monte glass plant and an entity in which the company has no current ownership interest,
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 in turn tendered this lawsuit to its general liability carrier for defense and
indemnity. 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. A complex case management order was then
entered. Under the order, the cases were divided into three groups with the company being
named in only the Adler case. The plaintiffs were ordered to re-file their
complaints. Plaintiffs served the consolidated Adler group complaint on the
company, and the company filed its answer to the group complaint. At a hearing on
October 21, 2002, the judge dismissed the punitive damage claims in the complaint.
The case management order also allows limited discovery by written interrogatories and
separate requests for production of documents. Similarly situated de minimis
industry defendants have formed a joint defense group and the company has joined the
group. During January and February 2003, the company responded to discovery requests
by the plaintiffs. In a pretrial ruling on August 12, 2003, the presiding trial judge
ruled that liability can only be established by showing a violation of regulatory drinking
water standards; thus, isolated incidents of elevated contaminate level will not
constitute violations for liability purposes. The plaintiffs have pursued interlocutory
appeals of this ruling. As a result, the presiding trial judge has yet to rule whether the
water purveyors actually violated the applicable standards. Lastly, the presiding trial
judge has ruled that selected representatives, the so-called “bellwether
plaintiffs,” may proceed to trial if violations of the applicable standards are found
by the presiding trial judge. The company’s general liability insurer is defending
this action and is paying the cost of defense, including attorneys’ fees under
a reservation of rights. 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 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. |
| |
On
December 30, 2002, the company received a 104(e) letter from the USEPA pursuant to
CERCLA requesting answers to certain questions regarding the waste disposal practices of
the Heekin Can Company and the relationship between the company and the Heekin Can
Company. Region 5 of the USEPA is involved in the cleanup of the Jackson Brothers
Paint Company site which consists of four, and possibly five, sites in and around Laurel,
Indiana. The Jackson Brothers Paint Company apparently disposed of drums of waste in the
1960s and 1970s. The USEPA has alleged that some of the waste that has been uncovered was
sent to the sites from the Cincinnati plant operated by the Heekin Can Company. The
Indiana Department of Environmental Management (IDEM) referred this matter to the USEPA
for removal of the drums and cleanup. At the present time there are an undetermined number
of drums at one or more of the sites that have been initially identified by the USEPA as
originating from the Heekin Can Company. The USEPA has sent 104(e) letters to seven other
potentially responsible parties including the Heekin Can Company. On January 30,
2003, the company responded to the request for information pursuant to Section 104(e)
of CERCLA. The USEPA has initially estimated cleanup costs to be between $4 million
and $5 million. 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 the operations or financial condition of the
company. |
| |
Europe
Ball
Packaging Europe, together with other plaintiffs, is contesting the enactment of a
mandatory deposit for non-returnable containers based on the German Packaging Regulation
(Verpackungsverordnung) in federal and state administrative courts. The proceedings in the
administrative court in Hessen (Verwaltungsgericht Wiesbaden) and Brandenburg
(Verwaltungsgericht Potsdam) were discontinued on September 24 and October 30,
2002, respectively. The Administrative Court in Northrhine Westfalia (Verwaltungsgericht
Dûsseldorf) has rendered a positive judgment and confirmed that a duty to implement
a mandatory deposit fee as of January 1, 2003, does not exist. According to that
court, a mandatory deposit fee to protect returnable containers is without legal basis in
the current legislation. Other administrative courts have not yet scheduled hearings. The
German administration has filed an appeal against the suspensive effect of the judgment of
the administrative court in Northrhine Westfalia to the Oberverwaltungsgericht
Münster (Higher Administrative Court) and has filed an appeal on the merits of the
case to the Bundesverwaltungsgericht in Leipzig (Federal Administrative Court). On
November 27, 2002, the Higher Administrative Court in Münster decided to lift
the temporary legal protection. On January 16, 2003, the Federal Administrative Court
in Leipzig decided that the plaintiffs did not have procedural standing in the
administrative court in Dusseldorf; therefore, it did not reach the issue of whether the
imposition of the mandatory deposit is a proper implementation of the current legislation.
A proceeding in the Bundesverfassungsgericht in Karlsruhe (Federal Constitutional Court)
is still pending; the date of the hearing has not yet been set. 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, however, 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. |
Item 4. Submission of
Matters to Vote of Security Holders
| |
There were no matters submitted to the security holders during the fourth quarter of 2003.
|
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 5,520 common shareholders of record on March 5, 2004.
| |
Securities
authorized for issuance under equity compensation plans are summarized below:
|
|
Equity Compensation Plan Information
|
| Plan category |
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)
|
Weighted-average
Exercise Price of
Outstanding
Options, Warrants
and Rights
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
|
|
|
|
|
|
|
|
|
| Equity compensation plans approved |
|
|
|
|
|
|
|
| by security holders | |
-- |
|
-- |
|
-- |
|
| Equity compensation plans not | |
| approved by security holders | |
2,931,003 |
|
$29.398 |
|
1,170,920 |
|
|
| |
| |
| |
| Total | |
2,931,003 |
|
$29.398 |
|
1,170,920 |
|
|
| |
| |
| |
| |
Other information required by Item 5 appears under the caption, “Quarterly Stock Prices and
Dividends,” in the 2003 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, 2003, appearing
in the section titled, “Five-Year Review of Selected Financial Data,” of the
2003 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 2003
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 2003 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 2003 Annual Report to
Shareholders, together with the report thereon of PricewaterhouseCoopers LLP, dated
February 23, 2004, included in the 2003 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. |
Item 9A. Controls and
Procedures
| |
Our
chief executive officer and chief financial officer participated in an evaluation of our
disclosure controls and procedures, as defined by the Securities and Exchange Commission
(SEC), as of the end of the period covered by this report and concluded that they were
appropriate to ensure that information required to be disclosed by us in this annual
report is recorded, processed, summarized and reported within the time periods specified
in the SEC rules and forms. |
Part III
Item 10. Directors and
Executive Officers of the Registrant
The
executive officers of the company as of December 31, 2003, were as follows:
| |
1. |
R. David Hoover, 58, Chairman, President and Chief Executive Officer since
April 2002 and a director since 1996. Mr. Hoover was President and Chief
Executive Officer from January 2001 until April 2002 and Vice Chairman,
President and Chief Operating Officer from April 2000 to January 2001;
Vice Chairman, President and Chief Financial Officer from 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. |
| |
2. |
Raymond J. Seabrook, 52, 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. |
| |
3. |
Leon A. Midgett, 61, Executive Vice President and Chief Operating Officer,
Packaging, April 2000 to December 2003; 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. |
| |
4. |
Hanno C. Fiedler, 58, Executive Vice President and a director since
December 2002 as well as Chairman and Chief Executive Officer of
Ball’s European packaging business. Mr. Fiedler was Chairman of the Board
of Management of Schmalbach-Lubeca AG from January 1996 until December 2002
and, prior to that, headed the European activities of TRW Inc. Steering and
Suspension Systems. |
| |
5. |
John R. Friedery, 47, Senior Vice President and Chief Operating Officer, North
American Packaging, since January 2004; President, Metal Beverage
Container, 2000 to January 2004; Senior Vice President, Manufacturing,
1998-2000; Vice President, Manufacturing, 1996-1998; Plant Manager, 1993-1996;
Assistant Plant Manager, 1992-1993; Administrative Manager, 1991-1992; General
Supervisor, 1989-1991; Production Supervisor, 1988-1989. |
| |
6. |
Donald C. Lewis, 61, Vice President and General Counsel, since September 1998
and Assistant Corporate Secretary since December 2002; 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. |
| |
7. |
Harold L. Sohn, 57, Vice President, Corporate Relations, since March 1993;
Director, Industry Affairs, Packaging Products, 1988-1993. |
| |
8. |
David A. Westerlund, 53, Senior Vice President, Administration, since April 1998
and Corporate Secretary since December 2002; 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 C. Morrison, 41, Vice President and Treasurer since April 2002;
Treasurer, September, 2000 to April 2002; Managing Director/Senior
Banker of Corporate Banking, Bank One, Indianapolis, Indiana, 1995 to August
2000. |
| |
10. |
John A. Hayes, 38, Vice President, Corporate Strategy, Marketing and Product
Development since January 2003; Vice President, Corporate Planning and
Development, April 2000 to January 2003; 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. |
| |
11. |
Douglas K. Bradford, 46, Vice President and Controller since April 2003;
Controller since April 2002; Assistant Controller, May 1998 to
April 2002; Senior Director, Tax Administration, January 1995 to
May 1998; Director, Tax Administration, July 1989 to
January 1995. |
| |
The
company has established written Ball Corporation Corporate Governance Guidelines; a Ball
Corporation Executive Officers and Board of Directors Business Ethics Statement; a
Business Ethics booklet; and Ball Corporation Audit Committee, Nominating/Compensation
Governance Committee, Human Resources Committee and Finance Committee charters. These
documents are set forth on the company’s website at www.ball.com under the
caption “Corporate Governance” under the tab “Investor Relations.” A
copy may also be obtained upon request from the company’s Corporate Secretary. |
| |
The company intends to post on its website the nature of any amendments to the company’s
codes of ethics that applies to executive officers and directors, including the chief executive officer,
chief financial officer or controller, and the nature of any waiver or implied waiver from a provision of the
codes of ethics granted by the company to these officers and directors. The posting will
appear on the company’s website at www.ball.com under the caption
“Corporate Governance” under the tab “Investor Relations.” |
| |
As a result of an administrative error, the Form 4 report regarding the restricted stock
award for 6,000 shares to Mr. Theodore M. Solso on April 15, 2003, was not
timely reported. The award was reported on a Form 4 filed on April 24, 2003. To
the best of the company’s knowledge, all of the other filings for its executive
officers and directors were made on a timely basis in 2003. |
| |
Other
information required by Item 10 appearing under the caption “Director Nominees and
Continuing Directors” and “Section 16(a) Beneficial Ownership Reporting
Compliance,” of the company’s proxy statement to be filed pursuant to Regulation
14A within 120 days after December 31, 2003, is incorporated herein by reference. |
Item 11. Executive Compensation
| |
The
information required by Item 11 appearing under the caption “Executive
Compensation” in the company’s proxy statement, to be filed pursuant to
Regulation 14A within 120 days after December 31, 2003, is incorporated herein by
reference. Additionally, the Ball Corporation 2000 Deferred Compensation Company Stock
Plan, the Ball Corporation Deposit Share Program and the Ball Corporation Directors Deposit Share
Program were created to encourage key
executives and other participants to acquire a larger equity ownership interest in the
company and to increase their interest in the company’s stock performance.
Non-employee 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,” in the company’s proxy statement to be filed pursuant
to Regulation 14A within 120 days after December 31, 2003, 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,” in the company’s proxy statement to be
filed pursuant to Regulation 14A within 120 days after December 31, 2003,
is incorporated herein by reference. |
Item 14. Principal Accountant Fees and Services
| |
The information required by Item 14 appearing under the caption “Certain Committees of
the Board,” in the company’s proxy statement to be filed pursuant to
Regulation 14A within 120 days after December 31, 2003, is incorporated
herein by reference. |
Part IV
Item 15. Exhibits,
Financial Statement Schedules and Reports on Form 8-K
(a)
(1) Financial Statements:
The following documents included in the 2003 Annual Report to Shareholders are incorporated by
reference in Part II, Item 8:
Consolidated
statements of earnings — Years ended December 31, 2003, 2002 and 2001
Consolidated balance
sheets – December 31, 2003 and 2002
Consolidated
statements of cash flows — Years ended December 31, 2003, 2002 and 2001
Consolidated statements
of shareholders’ equity and comprehensive earnings — Years ended December 31,
2003, 2002 and 2001
Notes
to consolidated financial statements
Report
of independent auditors
(2) Financial Statement Schedules:
Financial statement schedules have been omitted as they are either not applicable, are considered
insignificant or the required information is included in the consolidated financial statements or notes thereto.
(3) Exhibits:
See the Index to Exhibits which appears at the end of this document
and which is incorporated by reference herein.
(b)
Reports on Form 8-K:
A Current Report on Form 8-K was furnished on October 28, 2003, which furnished Ball’s
quarterly earnings release under Item 9, pursuant to Item 12.
FORWARD-LOOKING STATEMENTS
The company has made or implied
certain forward-looking statements in this annual report which are made as of the end of
the time frame covered by this report. These forward-looking statements represent the
company’s goals and results could vary materially from those expressed or implied. From
time-to-time we also provide oral or written forward-looking statements in other materials
we release to the public. As time passes, the relevance and accuracy of forward-looking
statements may change. Some factors that could cause the 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 and consumer growth and demand,
particularly during the months when the demand for metal beverage cans is heaviest;
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; fruit, 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, particularly resin, steel and aluminum and the
ability or inability to include or pass on to customers changes in raw material costs;
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 number
and timing of the purchases 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 or federal
and state legislation including mandated corporate governance and financial reporting
laws; the German mandatory deposit or other restrictive packaging legislation such as
recycling laws; increases in interest rates, particularly on floating rate debt of the
company; labor strikes; increases and trends in various employee benefits and labor costs,
including pension, medical and health care costs incurred in the countries in which Ball
has operations; rates of return projected and earned on assets and discount rates used to
measure future obligations and expenses of the company’s defined benefit retirement
plans; boycotts; litigation; antitrust, intellectual property, consumer and other issues;
maintenance and capital expenditures; goodwill impairment; the effect of LIFO accounting
on earnings; changes in generally accepted accounting principles or their interpretation;
local economic conditions; the authorization, funding and availability of contracts for
the aerospace and technologies segment and the nature and continuation of those contracts
and related services provided thereunder; technical uncertainty and schedule of
performance associated with such segment contracts; international business and market
risks such as the devaluation of international currencies; pricing and ability or
inability to sell scrap associated with the production of metal and plastic containers;
the ability to invoice and collect accounts receivable related to such segment contracts
in the ordinary course of business; international business risks (including foreign
exchange rates) in the United States, Europe and particularly in developing countries such
as China and Brazil; foreign exchange rates of the U.S. dollar, the European euro, British
pound, Polish zloty, Hong Kong dollar, Canadian dollar, Chinese renminbi and Brazilian
real; terrorist activity or war that disrupts the company’s production, supply, or
pricing of raw materials used in the production of the company’s goods and services,
including increased energy costs, 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
and the integration activities associated therewith, including the integration and
operation of the business of Ball Packaging Europe. 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. The company currently does
not intend to publicly update forward-looking statements except as it deems necessary at
quarterly or annual earnings reports. You are advised, however, to consult any further
disclosures we make on related subjects in our 10-Q, 8-K and 10-K reports to the
Securities and Exchange Commission.
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. |
| |
By: /s/ R. David Hoover
R. David Hoover
Chairman, President and Chief Executive Officer
March 12, 2004 |
| |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated. |
(1) Principal Executive Officer:
/s/ R. David Hoover
————————————————————
R. David Hoover |
Chairman, President and Chief Executive Officer
March 12, 2004 |
(2) Principal Financial Accounting Officer:
/s/ Raymond J. Seabrook
————————————————————
Raymond J. Seabrook |
Sr. Vice President and Chief Financial Officer
March 12, 2004 |
(3) Controller:
/s/ Douglas K. Bradford
————————————————————
Douglas K. Bradford |
Vice President and Controller
March 12, 2004 |
(4) A Majority of the Board of Directors:
/s/ Frank A. Bracken
————————————————————*
Frank A. Bracken |
Director
March 12, 2004 |
/s/ Howard M. Dean
————————————————————*
Howard M. Dean |
Director
March 12, 2004 |
/s/ Hanno C. Fiedler
————————————————————*
Hanno C. Fiedler |
Director
March 12, 2004 |
/s/ R. David Hoover
————————————————————*
R. David Hoover |
Chairman of the Board and Director
March 12, 2004 |
/s/ John F. Lehman
————————————————————*
John F. Lehman |
Director
March 12, 2004 |
/s/ Jan Nicholson
————————————————————*
Jan Nicholson |
Director
March 12, 2004 |
/s/ George A. Sissel
————————————————————*
George A. Sissel |
Director
March 12, 2004 |
/s/ Theodore M. Solso
————————————————————*
Theodore M. Solso |
Director
March 12, 2004 |
/s/ William P. Stiritz
————————————————————*
William P. Stiritz |
Director
March 12, 2004 |
/s/ Stuart A. Taylor II
————————————————————*
Stuart A. Taylor II |
Director
March 12, 2004 |
/s/ Erik H. van der Kaay
————————————————————*
Erik H. van der Kaay |
Director
March 12, 2004 |
| |
*By
R. David Hoover 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/ R. David Hoover
——————————————
R. David Hoover
As Attorney-in-Fact
March 12, 2004 |
Ball Corporation and Subsidiaries
Annual Report on Form 10-K
For the year ended December 31, 2003
Index to Exhibits
| Exhibit Number |
Description of Exhibit |
| 1.1 |
Purchase Agreement, dated as of December 5, 2002, by and among Ball Corporation, Lehman
Brothers, Inc., Deutsche Bank Securities, Inc., Banc of America Securities LLC, Banc
One Capital Markets, Inc., BNP Paribas Securities Corp., Dresdner Kleinwort
Wasserstein-Grantchester, Inc., McDonald Investments Inc., SunTrust Capital Markets,
Inc. and Wells Fargo Brokerage Services, LLC and certain subsidiary guarantors of Ball
Corporation (filed by incorporation by reference to the Current Report on Form 8-K,
dated December 19, 2002) filed December 31, 2002. |
| 2.1 |
Share Sale and Transfer Agreement dated August 29/30, 2002, among Schmalbach-Lubeca
Holding GmbH, AV Packaging GmbH, Ball Pan-European Holdings, Inc. and Ball Corporation
(filed by incorporation by reference to Ball Corporation’s Quarterly Report on
Form 10-Q for the quarter ended September 29, 2002) filed November 14,
2002. |
| 2.2 |
Amendment Agreement, dated December 18, 2002, among Schmalbach-Lubeca Holding GmbH,
AV Packaging GmbH, Ball Pan-European Holdings, Inc., Ball Corporation and Ball (Germany)
Acquisition GmbH, amending the Share Sale and Transfer Agreement, dated August 29/30,
2002, among Schmalbach-Lubeca Holding GmbH, AV Packaging GmbH, Ball Pan-European Holdings,
Inc. and Ball Corporation (filed by incorporation by reference to the Current Report on
Form 8-K, dated December 19, 2002) filed December 31, 2002. |
| 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 January 28, 2004. (Filed herewith.) |
| 4.1(a) |
Amended and Restated Senior Note Indenture, dated August 10, 1998, and amended and restated as of December 19, 2002,
by and 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 December 19, 2002)
filed December 31, 2002. |
| 4.1(b) |
Senior Registration Rights Agreement, dated August 10, 1998, among Ball
Corporation, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & 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) |
Amended and Restated Senior Subordinated Note Indenture, dated August 10, 1998,
and amended and restated as of December 19, 2002, by and 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 &
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
December 19, 2002) filed December 31, 2002. |
| 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). |
| 4.4(a) |
Registration Rights Agreement, dated as of December 19, 2002, by and among
Ball Corporation, Lehman Brothers, Inc. Deutsche Bank Securities Inc., Banc of
America Securities LLC, Banc One Capital Marketes, Inc., BNP Paribas Securities
Corp., Dresdner Kleinwort Wasserstein-Grantchester, Inc., McDonald Investments
Ind., Sun Trust Capital Markets, Inc. and Wells Fargo Brokerage Services, LLC
and certain subsidiary guarantors of Ball Corporation (filed by incorporation by
reference to Exhibit 4.1 of the Current Report on Form 8-K, dated
December 19, 2002) filed December 31, 2002. |
| 4.4(b) |
Senior Note Indenture, dated as of December 19, 2002, by and among Ball
Corporation, certain subsidiary guarantors of Ball Corporation and The Bank of
New York, as Trustee (filed by incorporation by reference to the Current Report
on Form 8-K dated December 19, 2002) filed December 31, 2002. |
| 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 |
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. |
| 10.9 |
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. |
| 10.10 |
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. |
| 10.11 |
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. |
| 10.12 |
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. |
| 10.13 |
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. |
| 10.14 |
1993 Stock Option Plan (filed by incorporation by reference to the Form S-8
Registration Statement, No. 33-61986) filed April 30, 1993. |
| 10.15 |
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. |
| 10.16 |
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. |
| 10.17 |
Ball Corporation Long-Term Cash Incentive Plan, dated October 25, 1994, amended and restated effective January 1, 2003.
(Filed herewith.) |
| 10.18(a) |
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.) |
| 10.18(b) |
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.) |
| 10.18(c) |
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.) |
| 10.19 |
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. |
| 10.20 |
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. |
| 10.21 |
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. |
| 10.22 |
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. |
| 10.23 |
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. |
| 10.24 |
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 by
incorporation by reference to the Annual Report on Form 10-K for the year ended
December 31, 2001) filed March 28, 2002. |
| 10.25 |
Ball Corporation Deposit Share Program, as amended. This plan is referred to in
Item 11, the Executive Compensation section of this Form 10-K. (filed by
incorporation by reference to the Quarterly Report on Form 10-Q for the quarter ended
March 30, 2003) filed May 13, 2003. |
| 10.26 |
Ball Corporation Directors Deposit Share Program, as amended. This plan is referred to in Item 11,
the Executive Compensation section of this Form 10-K. (Filed herewith.) |
| 10.27 |
Credit Agreement, dated December 19, 2002, among Ball Corporation, certain
subsidiaries of Ball Corporation, with Deutsche Bank AG, New York Branch, as
Administrative Agent, The Bank of Nova Scotia, as Canadian Administrative Agent, Deutsche
Bank Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers, Joint
Mandated Arrangers and Joint Book Managers, Bank of America, N.A., as Syndication Agent,
Bank One, NA, Lehman Commercial Paper Inc. and BNP Paribas, as Co-Documentation Agents,
and various lending institutions named therein (filed by incorporation by reference to the
Current Report on Form 8-K dated December 19, 2002) filed December 31,
2002. |
| 10.28 |
First Amendment to Credit Agreement (as provided in Exhibit 10.27), dated July 22, 2003,
among Ball Corporation and certain subsidiaries of Ball Corporation, with Deutsche Bank AG,
New York Branch, as Administrative Agent for the lenders. (Filed herewith.) |
| 10.29 |
Second Amendment to Credit Agreement (as provided in Exhibit 10.27), dated November 6, 2003,
among Ball Corporation and certain subsidiaries of Ball Corporation, with Deutsche Bank AG,
New York Branch, as Administrative Agent for the lenders. (Filed herewith.) |
| 10.30 |
Acquisition Related, Special Incentive Plan for selected executives and senior managers
which provides for cash incentive payments based upon the attainment of certain
performance criteria (filed by incorporation by reference to the Annual Report on Form
10-K for the year ended December 31, 2002) filed March 27, 2003. |
| 10.31 |
Employment agreement between Ball Corporation and Hanno C. Fiedler (filed by incorporation
by reference to the Annual Report on Form 10-K for the year ended December 31, 2002)
filed March 27, 2003. |
| 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
2003 Annual Report to Shareholders). (Filed herewith.) |
| 12.1 |
Statement re: Computation of Ratio of Earnings to Fixed Charges. (Filed herewith.) |
| 13.1 |
Portions of the Ball Corporation 2003 Annual Report to Shareholders.
(Filed herewith.) |
| 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. |
| 18.2 |
Letter re: Change in Accounting Principles regarding change in pension plan valuation
measurement date (filed by incorporation by reference to the Annual Report on
Form 10-K for the year ended December 31, 2002) filed March 27, 2003. |
| 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.) |
| 31 |
Certifications pursuant to Rule 13a-15(e) or Rule 15d-15(e), by R. David Hoover,
Chairman of the Board, President and Chief Executive Officer of Ball Corporation and by Raymond J.
Seabrook, Senior Vice President and Chief Financial Officer of Ball Corporation (Filed herewith.) |
| 32 |
Certifications pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63
of Title 18 of the United States Code, by R. David Hoover, Chairman of the Board,
President and Chief Executive Officer of Ball Corporation and by Raymond J. Seabrook,
Senior Vice President and Chief Financial Officer of Ball Corporation (Furnished 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.) |