Cover and table of contents

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Cover and table of contents

10-K 1 bll-20181231x10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

☐ 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 001-07349

Ball Corporation

State of Indiana35-0160610
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado80021-2510
(Address of registrant’s principal executive office)(Zip Code)

Registrant’s telephone number, including area code: (303) 469-3131

Securities registered pursuant to Section 12(b) of the Act:

Title of each className of each exchange on which registered
Common Stock, without par valueNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☒ NO ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☒

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 ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. YES ☒ 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒Accelerated filer ☐Non-accelerated filer ☐Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

The aggregate market value of voting stock held by non-affiliates of the registrant was $12.3 billion based upon the closing market price and common shares outstanding as of June 30, 2018.

Number of shares and rights outstanding as of the latest practicable date.

ClassOutstanding at February 20, 2019
Common Stock, without par value334,338,125 shares

DOCUMENTS INCORPORATED BY REFERENCE

1.Proxy statement to be filed with the Commission within 120 days after December 31, 2018, to the extent indicated in Part III.

Ball Corporation

ANNUAL REPORT ON FORM 10-K

For the year ended December 31, 2018

TABLE OF CONTENTS

Page Number
PART I.
Item 1.Business1
Item 1A.Risk Factors7
Item 1B.Unresolved Staff Comments16
Item 2.Properties16
Item 3.Legal Proceedings18
Item 4.Mine Safety Disclosures18
PART II.
Item 5.Market for the Registrant’s Common Stock and Related Stockholder Matters19
Item 6.Selected Financial Data21
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations23
Forward-Looking Statements36
Item 7A.Quantitative and Qualitative Disclosures About Market Risk36
Item 8.Financial Statements and Supplementary Data38
Report of Independent Registered Public Accounting Firm38
Consolidated Statements of Earnings for the Years Ended December 31, 2018, 2017 and 201640
Consolidated Statements of Comprehensive Earnings (Loss) for the Years Ended December 31, 2018, 2017 and 201641
Consolidated Balance Sheets at December 31, 2018, and December 31, 201742
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 201643
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2018, 2017 and 201644
Notes to the Consolidated Financial Statements45
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure120
Item 9A.Controls and Procedures120
Item 9B.Other Information120
PART III.
Item 10.Directors, Executive Officers and Corporate Governance of the Registrant121
Item 11.Executive Compensation121
Item 12.Security Ownership of Certain Beneficial Owners and Management122
Item 13.Certain Relationships and Related Transactions122
Item 14.Principal Accountant Fees and Services122
PART IV.
Item 15.Exhibits, Financial Statement Schedules123
Item 16.Form 10-K Summary127
Signatures128

PART I.

Next: Item 1. Business