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    A N N U A L R E P O R T


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    BALL CORPORATION IS A PROVIDER OF METAL PACKAGING FOR BEVERAGES, FOOD AND HOUSEHOLD PRODUCTS, AND OF AEROSPACE AND OTHER TECHNOLOGIES AND SERVICES TO COMMERCIAL AND GOVERNMENTAL CUSTOMERS. FOUNDED IN 1880, B A L L C O R P O R AT I O N THE COMPANY EMPLOYS 18,450 PEOPLE WORLDWIDE. BALL CORPORATION STOCK IS TRADED ON THE NEW YORK STOCK EXCHANGE UNDER THE TICKER SYMBOL BLL . Please visit Ball’s Investor Center at www.ball.com/investors to view the 2016 online annual report. Where you see this information icon in our report, you can find additional information on that topic at www.ball.com. DRIVE FOR 10 Drive for 10 is a mindset around perfection, with a greater sense of urgency around our future success. Drive for 10 has three major areas of focus: WE KNOW WE KNOW WE KNOW WHO WE ARE WHERE WE ARE GOING WHAT IS IMPORTANT Proud of our rich history, we recognize We want to be the best at everything In order to reach our goals, we must the whole of our company is greater we do, and will continually strive for excel in these areas: than the sum of its parts. perfection at Ball as we pursue our CUSTOMER FOCUS strategy of: We must be viewed as a Most importantly, we believe in our strategic partner with each people, our culture and our ability to MAXIMIZING value in our of our key customers. deliver value to all our stakeholders. existing businesses OPERATIONAL EXCELLENCE Though we encourage and embrace EXPANDING into new products We must be the most competitive our diversity of thought, business, and capabilities in terms of cost, quality and service location and language, we are in all the markets in which we ALIGNING ourselves with the compete by continually driving “One Ball,” valuing: right customers and markets for efficiencies in all our processes. UNCOMPROMISING BROADENING our geographic reach INNOVATION AND INTEGRITY BUSINESS DEVELOPMENT LEVERAGING our know-how and BEING CLOSE TO We must identify and drive technological expertise to provide profitable growth. OUR CUSTOMERS a competitive advantage PEOPLE AND CULTURE FOCUS BEHAVING LIKE OWNERS We must have the best people, providing them with the right FOCUSING ON ATTENTION support, rewards and growth TO DETAIL opportunities to thrive. BEING INNOVATIVE SUSTAINABILITY We must balance our economic, environmental and social impacts for greater long-term success. The Ball brothers start the Wooden Jacketed Can Company, which in SINCE 1880 A Look Back 1969 became Ball Corporation 1880


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    2016 ANNUAL REPORT 01 DEAR FELLOW SHAREHOLDERS 2016 was an exciting and pivotal year in Ball Corporation’s 137-year history. Ball’s more than 18,000 employees performed well in the face of a dynamic global economic business environment and competitive landscape. We successfully controlled what we could control and completed the Rexam PLC acquisition and required divestitures, integrated new businesses, managed numerous improvement and expansion projects and handled intense competitions for business in both packaging and aerospace. Our Drive for 10 vision incorporates a greater sense of urgency in all of us to seize the opportunities in front of us to ensure our long-term success. During the year, we aggressively executed our plan and JOHN A. HAYES delivered results in line with our expectations, including comparable net earnings attributable to the company of CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER $563 million versus $490 million on sales of $9.1 billion versus $8.0 billion in 2015, and comparable full-year diluted earnings per share were $3.49 in 2016 versus $3.48 in 2015, following the share issuance related to the Rexam acquisition. We also invested more than $400 million in growth capital projects that will position us well for the future and will generate positive EVA® (economic value added) dollars going forward. In 2016, we generated a total shareholder return of nearly 4 percent and have significant momentum in all of our businesses as we move into 2017 and beyond. Ball forms the Ball Brothers Research Corporation, known today as Ball Aerospace 1956


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    B A L L C O R P O R AT I O N 02 Our commitment to Drive for 10, growing our businesses officially closed the former Rexam London headquarters and ensuring our future success is stronger than ever at the end of 2016, and announced the closures of and, in 2016, the five “where we are going” levers below the Charlotte, North Carolina, regional support office influenced all of our decisions and actions. and the Reidsville, North Carolina, beverage can manufacturing facility, both of which are expected • Maximizing value in our existing businesses to occur in the summer of 2017. As we continue to • Expanding into new products and capabilities integrate the business, we continue to look for ways • Aligning ourselves with the right customers to actively manage and maximize our fixed cost base and markets while sharing and leveraging best practices, systems and • Broadening our geographic reach processes across all of our businesses to further improve • Leveraging our know-how and technological our operational efficiencies, reduce costs and better expertise to provide a competitive advantage serve our customers. MAXIMIZING VALUE IN OUR EXISTING BUSINESSES On June 30, 2016, we completed our acquisition In our food and aerosol business, we maintained our of Rexam PLC for total consideration—including focus on improving efficiencies and driving cost out the assumption of net debt and net of required while continuing to deliver the highest quality products divestitures—of $5.4 billion. This makes Ball the largest to our customers. We completed the expansion of manufacturer of beverage cans in the world, and puts our Velim, Czech Republic, extruded aluminum aerosol us closer to our objective of being able to serve our manufacturing facility, and began the start-up of our customers anything, anytime, anywhere; ensuring that Canton, Ohio, food and aerosol cutting and coating the beverage can remains the package of choice among operations. We also announced the sale of our specialty our customers and consumers; and making the beverage tin manufacturing facility in Baltimore, Maryland, and can the most sustainable package—economically, the closure of our Weirton, West Virginia, flat sheet environmentally and socially—in the beverage supply production and end-making facility. These changes chain, all of which will translate into strong EVA dollar will allow us to meet ongoing customer and market generation for our company. Post close, we immediately demand for our products while appropriately aligning began executing our integration, separation and synergy our cost structure. capture plans, including a review of costs, capital, supply Our aerospace business celebrated 60 years of logistics and balance sheet management, among other operations and continued its growth trajectory, areas, related to the newly acquired business. We pursuing and winning contracts that leverage its Ball acquires the Jeffco Manufacturing Company in Golden, Colorado, forming the company’s metal Ball listed on New York Stock Exchange beverage container operations under ticker symbol “BLL” 1969 1973


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    expertise in delivering technologies and instruments FUELING GROWTH for defense, civil and cyber. Our $1.4 billion of IN NEW CATEGORIES contracted backlog at the end of the year was more 2016 ANNUAL REPORT than double the $617 million from the prior year. As a larger, more global company, sustainability is more important than ever, and we continue to set a high bar More and more customers are for ourselves in order to ensure our license to operate. finding growth opportunities Our team diligently worked to maintain a careful balance of our economic, environmental and social impacts by exploring new drink categories, throughout the year. We published our fifth biennial 03 such as wine, cider, sparkling sustainability report in August, detailing our progress water, juice and coffee, as well toward our updated priorities—product stewardship, as line expansions, product operational excellence, talent management and community ambassadors—and setting a clear path innovations and more diverse ahead with 10 new ambitious goals to be achieved by product offerings. With 2020. Additionally, for the fourth consecutive year, 67 company-owned beverage Ball was listed on the Dow Jones Sustainability Index plants, joint ventures and a (DJSI World) and Dow Jones Sustainability Index multitude of can and aluminum North America (DJSI NA), and was confirmed as the industry leader in sustainability among container bottle sizes available around and packaging companies. the world, Ball can provide customers with the sustainable, EXPANDING INTO NEW PRODUCTS AND CAPABILITIES portable, eye-catching packaging In all of our businesses around the world, we operate in solutions they need—anytime competitive markets where ongoing innovation is critical and anywhere. to differentiation and enduring success for both Ball and our customers. In 2016, we continued to bring a wealth of experience and an incomparable track record of industry advances to every project. With ever-shifting beverage customer preferences, our customers around the world continue to seek opportunities for differentiation and convenience. Now, post-acquisition, we have greater flexibility as we leverage our scale, footprint and innovations to ensure our customers have the right package at the right time. Whether they need infinitely recyclable cans in a vast array of sizes, resealable cans or aluminum bottles, eye-catching graphics or innovative technologies, we have what they need where they need it. In our food and aerosol business, Ball and our partner, Faultless Starch/Bon Ami Company, launched one of the first commercial applications of the new G3-HD™ two-piece tinplate aerosol can in the U.S. This new and Ball acquires Heekin Can, Inc., making Ball the Ball acquires Reynolds Metals Company’s metal beverage third-largest producer of metal food and aerosol container assets, making Ball North America’s largest cans in the North American market supplier of metal beverage cans 1993 1998


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    proprietary aerosol container features an integrated CONTINUED FOCUS dome design and represents a perfect example of our ongoing commitment to developing innovative ON SUSTAINABLE packaging solutions that help our customers grow B A L L C O R P O R AT I O N their business. AEROSOL INNOVATIONS ALIGNING OURSELVES WITH THE RIGHT CUSTOMERS AND MARKETS To maintain and build upon the success we have had After close collaboration on the over the years, we must be closely aligned with each of 04 our key customers. This means better anticipating their relaunch of its popular beauty needs, identifying new markets and opportunities for brand, Fa, Henkel recognized growth, delivering problem-solving solutions and more. Ball and its ReAl™ extruded Additionally, as customers and consumers explore aluminum can for best-in-class existing and emerging drink categories—whether beer, sustainability performance. One wine, cider, soft drinks, energy drinks, sparkling water, of Henkel’s key goals is to achieve juice, tea or coffee—cans are the perfect package because they are portable, sustainable, easy “more with less.” The Ball team to refrigerate and ready for any occasion. accomplished this mission with Global demand for aerosol containers continues to grow, its ReAl contoured can, which is and with one-, two- and three-piece cans available on made with 25 percent recycled four continents, Ball is able to respond with the world’s aluminum, is up to 15 percent lighter most diverse aerosol portfolio for everything from than traditional aluminum aerosol personal care to household products. Sustainability also remains a key driver for many of our customers, cans and boasts a 12 percent lower including Henkel. carbon footprint. In January, our aerospace business acquired specialized engineering cyber firm Wavefront Technologies, providing systems and network engineering, software development and analytical services for cyber and mission-focused programs for the U.S. government and commercial industries. This acquisition provides great synergies across Ball’s defense, intelligence and information solutions businesses, as well as meaningful opportunities to diversify and grow in existing and adjacent markets. BROADENING OUR GEOGRAPHIC REACH The Rexam PLC acquisition expanded the geographic reach of our beverage packaging business in North, Central and South America, Europe, Africa, the Middle East and Asia. We now have 67 wholly owned beverage plants and seven joint ventures around the world, manufacturing 27 can and bottle sizes in North America and 16 in Europe, plus eight can sizes in AMEA, seven can Ball acquires Schmalbach-Lubeca AG (now Beverage Packaging Europe), increasing Ball’s global beverage can sales by more than $1 billion 2002


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    COLLECTING CRITICAL sizes in both Russia and South America, and six in China. We now can leverage the flexibility of this footprint and DATA TO SAVE LIVES, product portfolio to support our customers’ growth 2016 ANNUAL REPORT while also competing against other substrates. PROTECT PROPERTY Earlier in 2016, to respond to increased local demand for beverage cans, we completed the start-up of our new facilities in Monterrey, Mexico and Yangon, Myanmar. In the fourth quarter, we announced the commencement Integration and testing continued of construction on a new plant near Madrid, Spain, which on the next-generation Joint Polar will begin production in 2018. All of these facilities are 05 supported by long-term customer contracts. Satellite System-1 (JPSS-1), a With high growth rates for aluminum aerosol packaging collaborative program between in India and the Middle East, our plant in Ahmedabad, NOAA and NASA, in preparation India, is perfectly situated to ensure we can provide for a 2017 launch. The JPSS mission value for our customers. We recently announced the addition of a second line at this facility, which provides represents significant technological a platform for our global multinational brands as they and scientific advancements in expand further into the region. Our recently expanded, severe weather prediction and state-of-the-art plant in the Czech Republic serves large, global consumer product companies and also has further environmental monitoring and room to grow as the market demands. will further weather, climate, LEVERAGING OUR KNOW-HOW environmental and oceanographic AND TECHNOLOGICAL EXPERTISE science above and beyond what In each of our businesses, leveraging our existing expertise and exploring the opportunities provided is available today. by new technologies is at the heart of our current and future success. Whether we are running four or five different sizes in a facility or making numerous label changes on a beverage packaging line, to variable printing a number of names, lyrics or sports figures on a drink can, to using the latest, game-changing technology for lithography, printing and coating on tinplate flat sheet, or developing lighter weight beverage and aerosol packaging innovations, we continue to learn, be flexible and leverage best practices from all across Ball to benefit our customers. We also are better utilizing data in all of our businesses to gain insights so we can anticipate demand, identify opportunities or solve challenges for our customers, as well as increase efficiencies in our operations. In doing this, we have improved our plant efficiencies, reduced downtime, improved our safety track record, cut the carbon footprint of our most Ball acquires U.S. Can assets to Ball acquires Neuman Aluminum, Aerocan S.A.S. and Envases del Plata complement its metal food and aerosol S.A. de C.V., making Ball the largest supplier of aluminum slugs and one packaging division of the largest suppliers of aluminum aerosol containers in the world 2006 2010-2012


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    common beverage can formats, reduced greenhouse gas emissions and diverted more waste from our facilities to beneficial reuse. B A L L C O R P O R AT I O N In 2016, our aerospace business celebrated the 10-year anniversary of the CALIPSO mission. Since launching, CALIPSO has traveled more than 1.6 billion miles, has produced more than 90 terabytes of data and orbited the Earth 43,000 times to study how clouds and gases impact the Earth’s climate. Ball built CALIPSO’s LiDAR 06 and wide-field camera instruments, data processing and communications equipment, and integrated the instrumentation suite. A UNIQUE OPPORTUNITY Our emphasis on achieving our Drive for 10 vision has presented us with unique and actionable opportunities in each of our businesses. To turn them into a reality, we must maintain our unwavering focus on this vision. With a greater sense of urgency, we must achieve significant cost savings from the Rexam acquisition, leverage our strengths to make the beverage can the most sustainable package in the beverage supply chain, expand our aluminum aerosol packaging business to become a one-stop shop for customers, generate cash in all of our businesses, and capitalize on our aerospace position and ever-growing capabilities. At Ball, we aim high. We have set ambitious business and financial goals for ourselves, including, but not limited to generating comparable EBITDA of $2.0 billion and free cash flow in excess of $1.0 billion by 2019 on a lower invested capital base than we have today. We have the right team and the right mindset to generate strong free cash flow, grow our operating earnings and generate positive EVA dollars from the capital we have invested. We have a clear line of sight as we move ahead and look forward to making the most of the unique opportunities in front of us. A UNIQUE Best regards, OPPORTUNITY JOHN A. HAYES Chairman, President & Chief Executive Officer Ball completes acquisition of Rexam PLC, transforming the global beverage packaging industry 2016


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    2 0 1 6 F I V E -Y E A R R E V I E W O F S E L E C T E D F I N A N C I A L D ATA Ball Corporation and Subsidiaries 2016 ANNUAL REPORT ($ in millions, except per share amounts) 2016 2015 2014 2013 2012 Net Sales $ 9,061 $ 7,997 $ 8,570 $ 8,468 $ 8,736 Earnings before interest and taxes (EBIT) $ 463 $ 606 $ 839 $ 795 $ 791 - Total interest expense ( 338 ) ( 260 ) (193 ) ( 212 ) ( 195 ) - Earnings before taxes $ 125 $ 346 $ 646 $ 583 $ 596 07 Net earnings attributable to Ball Corporation from: - Continued operations (a) $ 263 $ 281 $ 470 $ 406 $ 399 - Discontinued operations — — — 1 (3) Total net earnings attributable to Ball Corporation $ 263 $ 281 $ 470 $ 407 $ 396 Basic earnings per share: - Basic—continued operations $ 1.66 $ 2.05 $ 3.39 $ 2.79 $ 2.58 - Basic—discontinued operations — — — — ( 0.02 ) Basic earnings per share $ 1.66 $ 2.05 $ 3.39 $ 2.79 $ 2.56 Weighted average common shares outstanding (000s) 158,271 137,300 138,508 145,943 154,648 Diluted earnings per share: - Diluted—continued operations (a) $ 1.63 $ 1.99 $ 3.30 $ 2.73 $ 2.52 - Diluted—discontinued operations — — — — ( 0.02 ) Diluted earnings per share $ 1.63 $ 1.99 $ 3.30 $ 2.73 $ 2.50 Diluted weighted average common shares outstanding (000s) 161,442 140,984 142,430 149,223 158,084 Total assets $ 16,173 $ 9,697 $ 7,535 $ 7,774 $ 7,483 - Total interest bearing debt and capital lease obligations $ 7,532 $ 5,051 $ 3,133 $ 3,559 $ 3,268 - Cash dividends per share 0.52 0.52 0.52 0.52 0.40 - Total cash provided by operating activities 194 1,007 1,012 839 853 Non-GAAP Measures (b) Comparable operating earnings $ 976 $ 801 $ 920 $ 874 $ 893 Comparable net earnings 563 490 553 490 476 Diluted earnings per share (comparable basis) 3.49 3.48 3.88 3.28 3.01 EVA dollars (c) 199 181 191 149 161 Total annual return to common shareholders (d) 4.0 % 7.5 % 33.1 % 16.8 % 26.5 % (a) Includes business consolidation and other activities and other items affecting comparability between years. Additional details about the 2016, 2015 and 2014 items are available in Note 5 to the consolidated financial statements within Item 8 of the Annual Report on Form 10-K. (b) Non-U.S. GAAP measures should not be considered in isolation and should not be considered superior to, or a substitute for, financial measures calculated in accordance with U.S. GAAP. Further discussion of non-GAAP financial measures is available in Item 7 of the Annual Report on Form 10-K under Other Liquidity Measures. (c) Net operating earnings after tax less a capital charge of 9% after-tax on average invested capital employed. (d) Change in stock price plus dividends paid, assuming reinvestment of all dividends paid. Information for this calculation is included in the shareholder return performance chart in Item 5 of the Annual Report on Form 10-K.


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    C O R P O R AT E & O P E R AT I N G DIRECTORS MANAGEMENT ROBERT W. MICHAEL J. HANNO C. G I H A N ATA PAT T U ALSPAUGH CAVE FIEDLER President, Beverage Packaging Asia Pacific B A L L C O R P O R AT I O N CHARLES E. BAKER Vice President, General Counsel and Corporate Secretary SHAWN M. BARKER Vice President and Controller 08 ANTHONY BARNETT Retired CEO of Retired Senior Vice Retired Chairman President, Beverage Packaging Africa, KPMG International1,2 President of The and CEO of Ball Boeing Company1,2 Packaging Europe1,4 Middle East and Asia M. ANDREW CROUCH JOHN A. DANIEL J. R. DAVID Vice President, Technology HAYES HEINRICH HOOVER DA N I E L W. F I S H E R Senior Vice President, Ball Corporation; COO, Global Metal Beverage Packaging COLIN J. GILLIS President, Beverage Packaging Europe J O H N A . H AY E S Chairman, President and CEO Chairman, President Former Executive Vice Former Chairman, and CEO of President and CFO of President and CEO JEFFREY A. KNOBEL Ball Corporation The Clorox Company1,4 of Ball Corporation2 Vice President and Treasurer CARLOS MEDEIROS PEDRO HENRIQUE GEORGIA R. CYNTHIA A. President, Beverage Packaging MARIANI** NELSON NIEKAMP South America S C OT T C . M O R R I S O N Senior Vice President and CFO L I S A A . PA U L E Y Senior Vice President, Human Resources and Administration Chairman of the Board President and CEO of Retired Senior JAMES N. PETERSON of Banco BBM PTI Resources, LLC3,4 Vice President of Senior Vice President, Ball Corporation; PPG Industries, Inc.2,3 COO, Food and Aerosol Packaging K AT H L E E N E . P I T R E GEORGE M. THEODORE M. STUART A. Vice President, Communications SMART SOLSO* TAYLOR II and Corporate Relations DANIEL J. RABBITT Vice President, Corporate Planning and Development MANETTE A. SNOW Vice President, Diversity and Inclusion ROBERT D. STRAIN Retired President of Former Chairman and CEO of The Taylor Senior Vice President, Ball Corporation; Sonoco-Phoenix, Inc.3,4 CEO of Cummins Inc.3,4 Group, LLC1,3 President, Ball Aerospace COMMITTEES 1 A u d i t 2 F i n a n ce 3 H u m a n R e s o u rce s 4 N o m i n a t i n g / C o r p o r a t e G ove r n a n ce * L e a d I n d e p e n d e n t D i re c t o r * * A d v i s o r y D i re c t o r


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    2 0 1 6 S H A R E H O L D E R I N F O R M AT I O N QUARTERLY STOCK PRICES AND DIVIDENDS ANNUAL MEETING 2016 ANNUAL REPORT Quarterly prices for the company’s common stock, as The annual meeting of Ball Corporation shareholders reported on the composite tape, and quarterly dividends will be held to tabulate the votes cast and to report in 2016 and 2015 were: the results of voting on the matters listed in the proxy statement sent to all shareholders. No other business 2016 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter and no presentations are planned. The meeting to report voting results will be held on Wednesday, April 26, 2017, High $ 82.13 $ 82.24 $ 76.69 $ 73.00 at 8 a.m. Mountain time at Ball Corporation’s headquarters in Broomfield, Colorado. Low $ 72.43 $ 68.68 $ 67.51 $ 62.30 Dividends ANNUAL REPORT ON FORM 10-K per share $ 0.13 $ 0.13 $ 0.13 $ 0.13 The Annual Report on Form 10-K for 2016 filed by the company with the United States Securities and Exchange Commission is enclosed. 2015 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter CERTIFICATIONS High $ 74.24 $ 73.36 $ 75.24 $ 77.20 The company has filed with the New York Stock Exchange Low $ 62.03 $ 57.95 $ 69.77 $ 62.71 the chief executive officer’s annual certification regarding Dividends compliance with the NYSE’s corporate governance listing per share $ 0.13 $ 0.13 $ 0.13 $ 0.13 standards. The company also has filed with the United States Securities and Exchange Commission all required certifications by its chief executive officer and its chief QUARTERLY RESULTS, COMPANY financial officer regarding the quality of the company’s INFORMATION AND INVESTOR RELATIONS public disclosures. Quarterly financial information and company news are posted on www.ball.com/investors. TRANSFER AGENT AND REGISTRAR For investor relations call (303) 460-3537. Computershare P.O. Box 43069 PURCHASE PLAN Providence, RI 02940-3069 A dividend reinvestment and voluntary stock purchase plan for Ball Corporation shareholders permits purchase SUSTAINABILITY of the company’s common stock without payment of Ball Corporation balances economic, environmental and a brokerage commission. Participants in this plan may social aspects in its decision making and activities to create have cash dividends on their shares automatically value for its stakeholders and to contribute to its Drive for reinvested and, if they choose, invest by making 10 vision. Find out more about our sustainability strategy optional cash payments. Additional information on the at www.ball.com/sustainability. plan is available by writing Computershare, Dividend Reinvestment Service, P.O. Box 43081, Providence, RI EQUAL OPPORTUNITY 02940-3081. The toll-free number is (800) 446-2617, Ball Corporation is an equal opportunity employer. and the website is www.computershare.com/investor. You can access your Ball Corporation common stock account information on the Internet 24 hours a day, 7 days a week through Computershare’s website. If you need assistance, please call Computershare at (877) 843-9327 between 8 a.m. and 5 p.m. Eastern time. This Summary Annual Report should be read in conjunction with the audited consolidated financial statements and other information contained in Ball Corporation’s Annual Report on Form 10-K for 2016, which is being furnished with the company’s Proxy Statement for the 2017 Annual Meeting of Shareholders. Copyright© Ball Corporation 2017. Ball and are trademarks of Ball Corporation Reg. U.S. Pat. & Tm. Office.


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    B A L L C O R P O R AT I O N 10 LONGS PEAK DRIVE BROOMFIELD, CO 80021 (303) 469-3131 W W W. B A L L .C O M


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