John A. Hayes - Chief Executive Officer, President and Director Scott C.

Morrison - Chief Financial Officer and Senior Vice President Raymond J. Seabrook - Executive Vice President and Chief Operating Officer of Global Packaging Operations

George L. Staphos - BofA Merrill Lynch, Research Division Chip A.

Dillon - Vertical Research Partners Inc. Ghansham Panjabi - Robert W.

Baird & Co. Incorporated, Research Division Phil M.

Gresh - JP Morgan Chase & Co, Research Division Philip Ng - Jefferies & Company, Inc., Research Division Mark Wilde - Deutsche Bank AG, Research Division Alton K. Stump - Longbow Research LLC Todd Wenning - Morningstar Inc., Research Division Christopher D.

Manuel - Wells Fargo Securities, LLC, Research Division Daniel T. Schniewind - AMI Asset Management Corporation Albert T.

Kabili - Crédit Suisse AG, Research Division Alex Ovshey Ovshey - Goldman Sachs Group Inc., Research Division

Good morning, everyone, and thank you, Sema. This Ball Corporation's conference call regarding the company's fourth quarter and full year 2011 results.

The information provided during this call will contain forward-looking statements. Actual results or outcomes may differ materially from those that may be expressed or implied.

Some factors that could cause the results or outcomes to differ are in the company's latest 10-Q and in other company SEC filings, as well as company news releases. If you don't already have our earnings release, it's available on our website at ball.com.

Information regarding the use of non-GAAP financial measures may also be found on our website. Now joining me on the call today are Scott Morrison, Senior Vice President and CFO; and Ray Seabrook, Executive Vice President and COO of Global Packaging.

In a moment, Scott will discuss our financial results for the quarter and for 2011. Ray will follow up with details about our Packaging operating performance, and I'll close with comments on Aerospace and the outlook for 2012 and beyond.

Ball reported improved 2011 results in a continued anemic economic environment. Our solid performance was due largely to the great work from our employees around the world, as well as the development and initial implementation of our Drive for 10 vision.

Now at its core, our Drive for 10 vision is made up of 5 strategic levers that we believe will position us for continued growth. These levers include maximizing value from our existing businesses, expanding into new products and capabilities, broadening our geographic reach, aligning ourselves with the right customers and markets and finally, leveraging our technological expertise.

We've been hard at work executing our strategy, and during the fourth quarter, we maximized value in our existing businesses by ensuring our supply-demand balance aligned with market needs, taking manufacturing downtime in food and beverage plants, resulting in excellent cash flow generation. We expanded into new products to meet growing demand by successfully starting up our new reclosable Alumi-Tek bottle line in Golden, Colorado.

We also aligned ourselves with the right customers and markets. In December, Ball Corporation signed a 10-year contract extension with MillerCoors LLC for the Rocky Mountain Metal Container joint venture and extended its commercial supply agreement with MillerCoors LLC as its sole supplier of cans.

We continue to expand our geographic reach as construction proceeded on schedule for new beverage can plants in China, Brazil and Vietnam, all of which will start up by the end of the first quarter. And we leveraged our technological expertise with the successful launch of the Ball-built NPP satellite for NASA, which will aid long-term climate forecasts and improve short-term weather forecasts.

2011 was a very good year for Ball. In recognition of the company's performance and future growth potential, our Board of Directors yesterday approved an increase in the dividend of nearly 43% and a new share repurchase authorization of up to 30 million shares.

I'll turn it over to Scott to talk about the quarter, and then Ray will provide color on our operations. And I'll return on comments on Aerospace and the outlook for 2012.

Scott?

Thanks, John. Ball's comparable diluted earnings per share from continuing operations for 2011 were $2.73 versus last year's $2.36, an increase of more than 15%.

In the fourth quarter, comparable diluted earnings were $0.48 versus last year's $0.53, which included a tax benefit of $0.07 related to debt refinancing. For the full year, the following factors contributed to improved results: volume improvements in Brazil and China, strong operating performance at our Metal Packaging businesses, exceptional program performance in our Aerospace business and a lower share count.

Fourth quarter results were impacted by 6 fewer accounting days in the quarter compared to 2010 and our decision to run for cash as Packaging volumes were weaker than forecast in the U.S. and Europe.

Turning to full year free cash flow, Ball generated over $500 million after spending nearly $250 million for growth capital. During 2011, we returned every free cash flow dollar to shareholders via a net share buyback of $474 million and dividends of $46 million.

Net balance sheet debt at the end of the year was approximately $3 billion, only a $317 million increase over 2010 despite our Aerocan acquisition, growth capital and acquiring over $470 million of our stock. Credit quality and liquidity of the company remained solid with a 2011 comparable EBIT to interest coverage of 4.9x and net debt to comparable EBITDA at 2.5x.

Committed credit and available liquidity at year end was in excess of $1 billion. For a complete summary of fourth quarter and full year results on a GAAP and non-GAAP basis, please refer to the Notes section of today's earnings release.

Turning to some key financial metrics for 2012. Interest expense will remain the same or approximately $175 million.

For 2012, full year effective tax rate should be in the range of 31%. As mentioned in today's earnings release, we announced plans to move our European headquarters from Germany to Switzerland in the second half of 2012.

Given continuing capital projects in China and, to a lesser extent, in Brazil, full year 2012 CapEx is expected to be in the range of $400 million. Each of these growth projects exceeds our investment hurdle within 3 years.

The timing of certain projects will impact actual spending, and as always, we'll keep you updated as the year progresses. We expect 2012 free cash flow to be in the range of $450 million, with the majority of free cash flow going to share repurchases.

At current exchange rates, year-end net debt is expected to be approximately $2.9 billion, roughly flat with 2011, and we'll continue to have cash being oriented to share repurchases and dividends versus debt paydown. Finally, here are a few key modeling data points.

D&A will run approximately $312 million for the year. Since we did an exceptional job of getting working capital out of the business in 2011, we'll do our best to keep it out in 2012.

Pension expense will increase by about $5 million, while cash contributions to the pension plan worldwide will be up approximately $85 million over 2011 levels. Maintenance CapEx, including recent acquisitions, now runs approximately $200 million.

On December 31, 2011, basic share count was 160,316,000. Also, let's close the loop on the question of how many accounting days in the quarter is for 2012.

We essentially return to a normal quarterly distribution even with the leap year. First quarter 2012 will have 92 days versus 93 days in the first quarter of 2011.

The middle quarters will have 91 days as they did in 2011, and the fourth quarter will have 92 days in 2012 versus 90 in 2011. With that, I'll turn it over to Ray to talk more about the Packaging operations.

Thanks, Scott. Fourth quarter operating results in the Metal Beverage, Americas and Asia segment were better than a year ago due to higher sales volumes and earnings in China and Brazil.

Fourth quarter North American Beverage Can earnings were slightly lower than last year due to 2% lower sales volumes as a result of fewer accounting days in the quarter, as Scott noted earlier. Full year operating earnings in this segment were up 15%, and we expect this trend to continue in 2012.

In 2012, we anticipate that the Beverage Can market will continue to grow in Brazil and Asia, and specialty can sales will progress in North America. As John mentioned, new manufacturing facilities constructed in '11 in Vietnam, China and Brazil will all be selling cans by the end of the first quarter this year.

Further Beverage Can capital expansion programs are planned for China in 2012, but this year's capital spending in Brazil and North America will be considerably reduced from last year's levels. Fourth quarter operating results in Europe were slightly down from a year ago despite Beverage Can volumes being up 2% in the quarter and for the full year.

European fourth quarter earnings were negatively impacted by price cost compression in beverage cans. Full year operating earnings in this segment were up 15%, primarily on the strength of Ball Aerocan acquisition, which occurred in January of 2011.

Ball Aerocan continues to perform at better-than-expected levels, with full year sales volumes in '11 up almost 20% from a year ago. Full year operating results in the U.S.

Metal Food and Household Products segment were up 3.5% from last year. Fourth quarter earnings were lower than a year ago due to lower sales volumes and inventory management.

A poor vegetable pack and little 2012 prebuy impacted fourth quarter sales volume. Full year food can sales volumes were lower by 3% but were down 7% in the fourth quarter.

Lower fourth quarter sales volumes drove higher manufacturing costs due to production curtailments. Production curtailments and better inventory management resulted in Food and Household business reducing working capital by more than $80 million in 2011.

As we look to 2012, we anticipate another good year in this segment, but quarterly earnings distribution will be much different. In 2011, this segment earned 60% of its full year earnings in the first half and 40% in the second half of the year.

In 2012, the full year earnings distribution will be reversed. With that, I'll turn it back to you, John.

Thanks, Ray, and thanks, Scott. Our Aerospace and Technologies business posted double-digit EBIT margins for the full year.

Continued excellent program performance propelled this segment's results to record levels. NASA's NPP satellite launched successfully on October 28, and instruments are coming online and returning good data.

Climate monitoring and measurement is an important growth area for us and is the latest example. Also during the quarter, Ball Aerospace was awarded contracts to develop and integrate enhanced operational capabilities for the U.S.

Air Force Distributed Common Ground System, providing new capabilities for the intelligent community, another growth area for Ball. Backlog ended the year at $897 million, which sets us up well going into 2012.

Though the top line will grow in 2012, EBIT will likely be relatively flat with 2011 as multiyear fixed-price programs ramp up through the year. So in summary, our various businesses had a solid finish to 2011, and we expect to do even better in 2012.

Due largely to the lack of inventory holding gains, as Scott mentioned, in the first half in our Food business, we expect first half earnings to be relatively flat as compared to 2011. And we see noticeable upside in the back half of the year as our various growth capital projects transition to producing product and profit over the coming months.

As Scott mentioned, even including some carryover capital spending from 2011 and increased pension funding, Ball continues to generate significant free cash flow. We remain focused on our balanced capital deployment strategy, and will continue to return value to our shareholders via share repurchases, as well as dividends.

Our Drive for 10 vision is a mindset around perfection in everything we do, and it will play a key role in achieving our goals of more than doubling our EVA dollars generated over the next 10 years, as well as generating a compound average growth rate of 10% to 15% earnings per share over time. So with that, Sema, we're ready for questions.

Two quick questions to start, one on Aerospace and the other on use of cash flow and the structure within Beverage Cans. Within Aerospace, it looked like the backlog dropped a little bit.

I didn't catch if you said what your expectations were for the rest of '12. But could you comment at all as to whether you think the backlog might be able to hold steady or improve relative programs you know you're likely to get some funding for in the year?

The second question, when you look at the U.S. and Europe, it's been more often than not, in the last several quarters, where volumes may have been a little bit softer than you would have expected.

Clearly, the scanner data, as we look at it for North America, has been somewhat soft for a lot of your key customers' key products. Do you think -- and what are your plans around, perhaps, further rightsizing the business?

And how do you think about the growth expectations and the capacity alignment or the growth you're expecting in your key traditional products in both U.S. and Europe?

George, this is John. Let me talk about Aerospace, and I'll have Ray comment on the footprint discussions you were just mentioning.

Aerospace, as we know, sometimes, we talk about it being lumpy. And if you look back over the past couple of quarters, we were about $900 million, I think, in the second quarter, moved up to about $950 million at the end of the third and back down.

We expect -- given that this is an election year, we don't expect significant changes relative to the U.S. government.

So I wouldn't expect significant changes in our backlog over the course of 2012. With the elections coming up in November, I think that's going to be a very important milestone relative to where some of the future funding is going to be.

But we feel pretty darn good about where we are on a variety of different programs in a variety of different segments and markets. So we have a good diversified portfolio, and we continue to grow, expect to grow in the Aerospace business going into 2012, '13 and beyond.

Ray, do you want to...

Yes. George, to answer your question, let me start with Europe for a second.

We had 2% growth, volume growth in Europe this year. We actually had a program on the drawing boards to add a little bit of capacity potentially in 2012 in Europe, but we're not going to do that.

So we are absolutely to the walls in Europe, and we're not going to add any capacity. We'll see how 2012 looks.

When I look at North America, our customers are not exactly sure. It's a pretty tough year in volumes in North America, and we're getting some mixed signals out of our customers what they think.

But as the market leader in North America, we're not going to run the business with excess capacity. So we have a couple of lines right now, although we'll see how things go.

But at the end of the exercise, if demand is there, the capacity is coming out.

First one, just if you, I might have missed this, but you mentioned $200 million is now your run rate in maintenance CapEx. What did you say for the full year you expect CapEx to be this year?

Right now, going -- this is Scott. Going into this year, it looks like it's around $400 million.

But as you saw last year, we pulled -- there was probably $40 million that moved from 2011 that moved into 2012. So it's a little bit higher going into what we had thought maybe 6 months ago.

Most of that increase is just due to the movement from '11 to '12.

Got you. And I know it's really early days, but, and it will depend on how the market develops, especially, say, in China, but as you think about this year, if the year unfolds as you expect, like with your full year guidance, that you suggested a stronger second half, do you think you will need to keep that CapEx level around where it is now to keep the capacity coming in where you need it in 2013?

In other words, do you think CapEx stays here next year?

Right now, we're seeing a lot of continued growth opportunities in China. And so more of the cash or more of the CapEx will be oriented towards China in 2012.

And really, we evaluate things on an ongoing basis, and that's why things could be added or things could be -- come off the list depending on how volumes materialize in different parts of the world. So for right now, we think $400 million is a decent number, with most of that going into China to keep up with all that growth.

Got you. And one more quick one and you might have mentioned this, but I know that North America in the fourth quarter, your volumes were down 2%.

And of course, that's because of the days. Did you give us the -- or can you give us the numbers for the other geographies in that segment, Brazil, as well as Asia?

Yes, sure. Chip, this is Ray.

Our volumes in Europe were up a little bit better than 30%, and Brazil was just almost 10%. And that's...

Asia is 30%?

That's with the less number of days.

Yes, Asia was 30%.

Yes, Asia was 30%.

And those are clean comps. That's not taking into account increasing your ownership or anything like that from the joint ventures.

Those are clean comps, except for the 6 days. If you add the 6 days, it would be higher, right?

Can you give us an early read on how to think about volumes globally for 2012, perhaps break it down on a quarter basis versus the capacity additions that you have in Asia and Brazil?

Ray, do you want to express the...

Yes, what I would tell you is Europe was up 2% this year, and I believe we're thinking that the market goes up a little bit next year. Our volumes are up slightly.

We've -- it's been a pretty tough pricing environment in Europe for us, and so there were some situations that we didn't participate in. But fundamentally, is Europe, I think, will be slightly up for us, but I would say in the 2% range sounds about right.

North America is a little bit of a moving market for us. Depending on which customers you're talking to, you get some slightly different answers.

But I think -- we think it's probably still slightly down. How much, we're not sure.

It depends -- I think it's going to depend on how good the economy is and a bunch of other things. But I don't think it's going to be as down as much as it was this year.

It was down about 4%. I think we're thinking of a lower number than that.

We're thinking maybe 2%. When you look at China, China continues to grow.

We're basically sold-out; every can we make, we can sell. And as a matter of fact, we're kind of oversold a little bit in China in 2012, it won't be up 30% because we haven't increased capacity 30%.

I think the number is more in the high teens, high teen number for us in China even though the market will grow probably in the 20% to 25% range. And Brazil, we're hoping -- Brazil was kind of a tough year this year.

They had a good first quarter, a terrible second quarter. They had some very interesting weather situations in Brazil this year.

So if you talk to our Brazilian colleagues, they'll tell you it was a really difficult weather year. I think we're hoping for somewhere in the 15%, 10% to 15% range again in Brazil for 2012.

Yes. Ghansham, I'll just add a little bit more color and even some color around what we talked about first half, second half.

When you think about the third quarter for us, the European weather perspective was absolutely horrible in 2011, and just even if you get normal weather patterns, there ought to be some benefit there. That combined with the European soccer championships in Europe, I think, are going to be helpful.

And as Ray mentioned, although the context is slightly different in Brazil, we face the same thing as well. So with those 2 important markets for us, I think just the external comparables relative to what we saw in 2011 should be better for us in 2012.

Okay. And on the headquarter move, can you share with us how the tax profile of the company will change in the next 3 years or so?

It's really to better align our organization with how our customers and suppliers are structured and improve process, putting everybody all in the same spot. There'll be some benefits longer term.

Not much in the way of '12, but over time we'll expect to get some benefits. And there are some exit costs too that you have to pay when you do some of this -- this type of restructuring.

We'll fill you in on those as we get further down the road in 2012.

You talked about the price compression in Europe. Could you just elaborate on that, perhaps, where did you see that, what region?

I think it's really just pretty much throughout. As you know, the European Union, it's been a difficult situation over there, so I think business is difficult for our customers.

It's difficult for us. So as our customers look to do business, they're looking for -- they're looking to cut their costs, and we're looking to our suppliers to cut their costs, and sort of it will be through the whole supply chain.

I think that there's probably a little bit more capacity in Europe than we'd like to see, but all that's coming out with the volume growth. So it's just been a little bit more difficult than we would've liked to have seen it.

Okay. And then Scott, can you quantify, perhaps, the underproduction hit that might've occurred this quarter just across the regions?

Most of it was in North America, both in the Food business and the Beverage business in terms of running -- taking more downtime and running for cash. But the shortfall is probably a hand -- a few cents to $0.05, I would bet.

Just to give context to Scott's point, North American beverage cans, we took out -- year-over-year, we produced roughly 300 million less cans, and I think upwards of 1 billion less ends in the fourth quarter. So we really put the brakes on the manufacturing side, and that creates excellent cash flow, and that's what you saw in the quarter.

And so I think it sets us up very well going into 2012, where our inventories are where we want them to be, and we feel pretty good about that.

Okay, that's helpful. And then just the last one is you do have the savings from Torrance coming in, in 2012.

Roughly how much should that help? Isn't that $20 million-ish of saves that you get kind of right off the bat?

Yes, we get part of those things started to kick in, but you're right, that was the full year number.

On the food can business, I just want to get a sense how much are tinplate prices expected to be up this year?

Yes. The good news about all that is that the tinplate pricing is up a lot more.

We had 2 really high years of tinplate price increases. In 2012 -- which is great news because of D&A exercise.

We've still got a product, our customers have a product to sell. So the tinplate prices are up significantly a lot less than they have been in prior years.

Okay, that's helpful. I mean, certainly, last year, you had sizable increases, and then the weather was bad.

I mean, the volumes are pretty tough. I mean, margins were still quite good.

Is the normalized growth rate going forward in that business down 1% or 2%, or is it still flattish? How should we think about that business?

This is John. I would think of it more a flattish type of business.

It may be down a little bit, but remember, we had horrible pack in the third quarter if this year, and so that skewed the results. But what you're seeing in terms of the overall economic climate, it actually plays well into processed food such as food cans.

And so every given year, you have certain things, deviations from expectations, but we don't see it as a long-term necessarily declining market. We think it's more a flattish market.

That's the way we run the business.

Okay. And then just the last question, you commented on some price weakness in Europe.

Did you see any leakage in any of your other major markets?

No, not really. I think China is not -- I mean, this is not an easy business.

And so we have good competitors that play hard, and so do we. But I would say Europe is where we're seeing most of the pressure.

A little bit in China, but I would say primarily Europe.

Can you just update us again on what you think kind of a longer-term growth rate is in China? I think you mentioned in 2012, you were looking at something in the mid 20s.

And then what your plans are right now to grow your own base there.

Yes, long term, we continue to see very strong fundamentals in the China marketplace. If you want to put a number, it really depends.

I think we're not going to sustain the 30-plus percent growth we've seen over the past couple of years, over the next 10 years, but certainly in the near term. As Ray said, every can made is a can sold right now, and we expect very strong growth to continue in 2012, even in '13.

And as the base of that business gets bigger, I think the growth rate itself will start to slow down, but the absolute number of cans being sold, I don't think, necessarily will slow down. We've talked about the can penetration in the beer market really being mid-single digits, the 5%, 6% range as we sit here today versus 50% in developed markets.

And when you think about China is the world's biggest beer market, and only 5% of that is packaged in cans. And you have all the people moving from rural areas to urban areas.

It sets us up very nicely over the long term. And that's why, as Scott said, a lot of our capital dollars are going into that, and we're very much focused on getting the right team there, getting the right footprint there and doing it very cost-effectively to help us stimulate and continue stimulate the demand.

So all those things are core to our China strategy.

Okay. And I think you mentioned last quarter that you might be moving some lines from the U.S.

over to China?

Yes, we're actively looking at that. I said we had a couple of lines right now that we've got out of commission.

And as we expand in China -- we generally have some really good equipment in the U.S. We don't have stuff that's not good.

So our preference would be to relocate the equipment from mature markets to emerging markets. So we're all about that.

Okay. And then it sounded like in Brazil, you were expecting a pretty nice bounce back in 2012 in terms of volumes.

It seems like some of the reports we see coming out of Brazil are that the Brazilian economy is growing slower. So can you just kind of help us reconcile that?

Yes. On one hand, the economy is growing slower.

But on the other hand, the middle class is increasing and the wages are going into the pockets more quickly. They had a minimum wage increase that was in the range of 10%, 12%, which is actually good for our business because as the middle class rises, they have more disposable income.

And then they go and purchase products such as those that we produce. So despite the overall economy being a little bit -- the growth of it being a little bit lower than it's been in the past, we still think there's good prospects relative to the consumer need for our product.

Okay. And just last on that, what's the penetration rate in Brazil right now do you estimate in beer?

On the beer side, it's mid- to upper 30%. It's kind of 36%, 37%, in and around there.

And it's been increasing, and it continues to penetrate further, and so it's good for us.

I think this is the fourth quarter in a row that I've asked this, but how are the trends in Eastern Europe versus Western Europe? Is that holding up as well?

Or do you expect there's going to be some weakness there this year?

Yes. In 2011, Eastern Europe was a little slower than historically it has been.

If you go back the last 5 years, probably the last 3 or last 5, Eastern Europe's been growing quite nicely. I think with all this euro and the difficult, if you will, economy that they've had in Europe, Eastern Europe has slowed more than potentially Western Europe.

What it's going to look like for '12, I think we're still thinking it could be a little bit on the slower slide.

Okay, that's helpful. And then just one quick follow-up on Brazil.

We've heard, based on our checks, that it looks like the consumer there has gotten a bit more used to the pricing that was put through at the first of last year. Have you seen that?

And is that at all responsible for the fact that it would look like demand is coming back now during the peak summer period?

I think that's part of it, certainly. There was, as you rightly pointed out, the first quarter last year, a big price increase driven in part by taxes from the government, et cetera, and that did put a short-term damper on it.

And then as we went through the balance of the year, as we said, the weather was not all that great. So as we sit here beginning of 2012, as we know, it's on the back end of their summer season right now.

But I think for the full year 2012, we expect it to be getting back, a little bit back on track relative to what we've seen over the past few years.

With so much dry powder to repurchase shares now, what will your strategy be as it pertains to timing those purchases over the year? Will you look to repurchase them when you consider them to be good absolute value, good relative value to other capital allocations or something else?

We tend to be a pretty steady buyer of our shares, and we also tend to load up earlier in the year to orient more of our share repurchases to earlier in the year. So I would expect we'll continue that same pattern in 2012 and be pretty steady throughout the year but probably a little more heavy, in terms of repurchasing, in the first half.

Okay, great. And then if my calculations are right, based on your historical capital allocation strategy, and in light of your new buyback and dividend and CapEx plans, it seems like there's not a lot of cash flow left for acquisitions this year.

Does that mean you're finding fewer acquisition opportunities that meet or exceeded your return on capital targets?

No, I wouldn't say that at all. In fact, if you look at last year, it's probably good representation of what we did -- of what our philosophy around that.

We generated $0.5 billion in cash. But at the same time, we bought back or gave dividends of roughly $0.5 billion.

We spent $250 million on growth capital, and we acquired a business worth over $300 million. So our debt went up, but our leverage ratios went down because of the operating performance of our company.

And that's the model that's worked very successfully for us. And so we always want to keep the right amount of, to use your words, dry powder because you never know when opportunities present themselves.

And so when you're strong financially, you have more flexibility and more options, and that's what we're going to do as we go forward.

Great. Just one more.

How are you thinking about the Aerospace and Technology product positioning in light of the new Department of Defense guidance that was issued earlier this month?

Yes, we actually feel pretty good about where we are because we're very good at low-cost, high-value, fixed-price projects. That's what the government really needs right now.

They need better cost, better value, and that fits right into the sweet spot of why we've been successful and right in the sweet spot of why we're optimistic as we go forward relative to some of those things.

A couple of quick questions for you, but if I could start at -- on the capital side, you're spending again about $200 million beyond what you consider maintenance. If I've kind of done my math right, I'm not sure if I have, I think most of the capital is already spent for the capacity edge you have going in the new plant in China, the new plant -- capacity in Brazil.

There's probably a pretty good slug yet -- could you help us fill out what that $200 million or so is going towards?

Well, it's Scott. As I mentioned, we probably had $40 million of that moved from 2011 into 2012 to finish some of these projects.

As John, I think, mentioned in his comments, a lot of the things that were being built have moved into the first quarter of 2012 to complete them. So there's $40 million there.

And then a pretty good chunk of the rest of the growth capital is oriented towards China.

Yes, as Ray said, every can made is a can sold right now, and we're short-capacity a little bit. So as we go into 2012, we have some projects that we haven't publicly announced as to where they are, but we plan on moving forward with those.

Yes, we've got another new plant on the drawing boards for China. We've got -- we're relocating some equipment in China.

We've got end capacity, as well, these cans, come to the fact that we need some more ends, we've got end capacity in China. And quite frankly, we do have some other opportunities in different parts of the world that are looking very encouraging.

So we don't want to get ahead of ourselves here, but there's some of the things that if things go our way, that could add some nice addition to our company.

That's true. The next one I want to understand is it sounds like you still have some room for some other projects that haven't been announced yet.

Yes.

Okay. And as far as looking at -- I think, the last gentleman asked about acquisitions.

But as far as looking at new flags on the ground, so to speak, or new areas that you could be targeting for development, can you maybe give us an update there as to what space globally that you think about capacity adds or markets that are attractive?

We don't want to go into too much detail given the public nature of this phone call. But we are actively looking, as Ray just even mentioned, at some things.

We are very financially disciplined around things like that, and that's why some of the timing of these issues are unclear. We're also very much customer-driven and what we mean by that is typically, when we build a new plant, as you've heard in Brazil and other places, we do it -- we first enter into long-term agreements with the customer, so we know what we're dealing with relative to volume and pricing.

And then we take the risk on the manufacturing side, which we're quite comfortable doing. Now getting specifically to your question, we've been doing some things on the impact to the distributed Aerosol business, whether it's adding new capacity in our European operations, which we did in 2011, or some other things we've been looking at.

But also, on the Beverage Can side, in terms of geographic growth, in terms of new products, all those things are the focus that we've been trying to rally ourselves around with respect toward Drive for 10 vision. And I don't want to go into specifics on what those are right now, but as Ray said, if a couple of things go our way, we feel pretty darn good about where we are, and we'll make our company a better company and more profitable company.

It looks like you have some paper callable in '18, and you've got some other debt. It's a little bit higher coupon.

Have you guys given any thought kind of tapping kind of the available market now and maybe refining your debt into maybe a benchmark deal or a little bit bigger size to increase your flexibility?

We look at our debt portfolio all the time and manage it, I think, opportunistically. So we're always looking at the economics of doing something like that, but we haven't decided to do that yet.

Okay. And as far as acquisitions go, in the future, would you guys look to do those through debt or through cash?

Last year, that was up almost the exact amount of our acquisitions. So it really -- as John was talking about, we have a variety of levers that we can pull given our strong free cash flow.

And so it kind of depends on the situation, what's the optimal way to finance something. And then again, it gets back to being opportunistic with the debt markets, too.

So it depends.

I just wanted to ask a question on Aerocan, and given its focus on some of the consumer discretionary in Europe, are you still seeing high-single-digit, like low-double-digit growth rates with the business? Any impact on the macro conditions there?

I would tell you that this year, very early after we bought that business, as we put some capacity in, we probably took the majority of the market growth in Europe. Now I said we were up almost 20%.

I wouldn't say our competitors were up the same kind of numbers. We have a very -- a business that's probably low-cost in Europe, and so it's very successful.

I would tell you that the volumes in '12 will not be up to the same extent. We expect a slight volume increase but not to the same magnitude we had in '11.

Okay, that's helpful. And then also, I guess in France, on the soda tax potentially, any thoughts on any potential impact there?

No, you know what, it's not a meaningful -- we don't believe it to be a meaningful impact to us even if it were to occur. It really gets down to the retail price of it.

Could there be a modest impact? Maybe, but in the totality of our European operations and even the totality of our company, it's not material.

Okay, great. And then just last housekeeping question on corporate expense.

How should we be thinking about it for 2012?

It should be relatively flat year-over-year.

Okay. Even with the share price the way it is in the fourth quarter?

Yes.

A couple of questions for you. In Europe, some of your competitors across a different substrate are very aggressively looking to take price there.

It looks like aluminum prices are down on top of that. You're saying that you're seeing some general pricing compression for cans.

Are you seeing any customers approach you to look at potentially switching from glass to cans?

I'll let you answer that, John, but I personally haven't seen it, but I'll defer to John.

In the short term, the filling lines of bottles versus cans are different. And so in the short term, because of pricing activity, we don't see any material shifts in substrates that are being used for the packaging of it.

As Ray said earlier, though, the European market generally is a very tough market right now. You have unemployment high.

You have not only the economies being soft, but there could be threats of double dips, and it always puts pressure on the supply chain, and that's what we're seeing. And so without knowing specifics more about other substrates, I would just tell you pricing environment for virtually every industry right now in Europe is challenging.

A question on China. You guys are, I think, the leading player there with about 31% share.

How much further do you think you can grow your market share in China before you may run into some anticompetitive issues?

Well, as you know, China is such a large country, number one. And we have more growth right now just keeping up with market demand, let alone market share shifts that we have not really focused too much on increasing our market share, although we're going to -- we certainly want to, at a minimum, hold our market share.

More longer term, I think there's probably some regional opportunities but not wholesale. But remember, there's -- we're, far and away, the largest.

We have another competitor that's relatively large there, and then it gets pretty fragmented at that, and it really starts to focus on the regional -- regions of China as opposed to the country as a whole.

Okay, that's helpful. And just last question for Scott.

Looking at the free cash flow numbers for '11, it looks like there were about $200 million of other items that positively boosted the free cash flow number to north of $500 million. What I'm really trying to get at is what's the core change in the cash flow of the business in '12 relative to '11 if you were to adjust '11 for that $200 million of other items of positive cash flow?

Well, the big item would be the pension funding versus expense. So that's going to go up $85 million year-over-year.

So we had very little pension funding that was required in '11 and more -- a larger increase in 2012. The working capital would also be a big swing.

Where it was a pretty big source of cash flow in '11. We're going to try to keep most of that out in '12, but we'll see.

And those would be the 2 big components.

Is there anything on taxes?

Nothing really material in taxes.

A few things to clean up. One of the paperboard companies was reporting recently, and they're talking about increased installations, both of their systems and their board for multipacks, especially around cans.

I guess I'm preaching a little bit to the converted here, but are you seeing that in any particular regions? And are you seeing it more in soft drink or beer?

That would be question #1. Question #2, back to North America, you're forecasting, to some degree, a lesser rate of decline in North America versus '11's 4% or so decline.

That's not great, but it is a little bit better. Does that suggest at all that your customers in North America are rethinking their price versus volume strategy or not?

One of the -- Ray, why don't you talk about North America, and I'll come back for the global?

Yes. It's funny.

It's a little more customer-specific, so, and I don't want to go into that, George. So certain customers, I don't think, are seeing it exactly the same way.

So we have some customers that I think are -- their volumes didn't decline quite as much. And they're not thinking about making some tremendous changes.

We have other customers that probably, their volumes did decline more and are rethinking some of their strategies. So it's kind of a mixed bag, to be quite honest with you.

I think on the beer side, I think the guys probably are more wedded to their pricing strategies, I think. In the soft drink side, it's a little different, I think.

So that's what I would tell you about North America.

Yes, with respect to the multi-packing, George, as you know, it's quite prevalent in the United States. We've seen a lot of activity going on there relative to whether it's microbrewers going in the multipacks if they haven't.

Or you're seeing many of our customers change the pack size, change the pack configuration. But outside the United States, multi-packing is really not -- has not been a big phenomenon, and that's what provides a good opportunity.

Even in Europe, multi-packing is not the norm. It's more of an exception.

And so we are seeing some activity there. China, I think, is another big opportunity as the urbanization occurs there and the change to the retail trade.

When you have many more of the big box stores going into China, which is exploding there, they really like to push multipacks because of convenience. And so I think you're going to see that as time goes forward as well.

And so obviously, as you said, we're talking of converting here, but it's helpful to our business, and some of these other areas ramp up the penetration of the can.

So it's opportunity, but you're not really seeing it yet in the volumes. That'd be the summary, right?

. What I'm saying is we are seeing it, but I wouldn't say that it's wholesale right now.

There's a lot of experimentation going on.

Okay, that's fair. Two last questions, and I'll turn it over.

You mentioned at the beginning that you renewed your contract on the Rocky Mountain Beverage Can plant agreement. Did you also say, if you did, I missed, and I apologize, that you also renewed your entire agreement with MillerCoors?

And then secondly, in food cans, what's the latest on BPA both in terms of coatings and customers' expectations?

Okay. Your first question, yes, we did say that we extended our agreement with MillerCoors.

Getting back on the BPA, as most people know that we expect by the end of March for the FDA to make an announcement around it. We don't expect there to be any surprises of the science side of it.

We've talked about that before. But unfortunately, this is in the political arena to some degree, and that's not of our control.

Irrespective of that, George, and this is really getting to the crux of your question, we feel really good about the progress we've made and can now offer alternatives to meet any regulatory pronouncement for the vast majority of our products. So we are anticipating the FDA to say something.

We don't expect it to be wholesale change. But as I said, you never know.

And we'll adjust working with our suppliers on one hand and customers on the other hand. To the extent that we need to do something, we certainly have to consider that.

Okay. Well, I want to thank everyone for participating, and we, here, all look forward to a good 2012.

And we'll speak to you 3 months from now. Everyone, have a good first quarter.