Ball (BALL) 10-K risk factor changes: FY2019 vs FY2018

[removed: We] [added: We] have a significant level of debt that could have important consequences for our business and any investment in our [removed: securities.][added: securities.]

The company had [removed: $6.7] [added: $7.8] billion of interest-bearing debt at December 31, [removed: 2018.][added: 2019.]

| | [removed: · |] [added: ●] | increasing our vulnerability to adverse economic, industry or competitive developments; |

| | [removed: · |] [added: ●] | requiring more of our cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, limiting our cash flow available to fund our operations, capital expenditures and future business opportunities or returning additional cash to our shareholders; |

| | [removed: · |] [added: ●] | restricting us from making additional acquisitions; |

| | [removed: · |] [added: ●] | limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and |

| | [removed: · |] [added: ●] | limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who may be less leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting. |

[removed: Our] [added: Our] business, operating results and financial condition are subject to particular risks in certain regions of the [removed: world.][added: world.]

[removed: The] [added: The] loss of a key customer, or a reduction in its requirements, could have a significant negative impact on our [removed: sales.][added: sales.]

[removed: We] [added: We] face competitive risks from many sources that may negatively impact our [removed: profitability.][added: profitability.]

[removed: We] [added: We] are subject to competition from alternative products, which could result in lower profits and reduced cash [removed: flows.][added: flows.]

Competition from plastic carbonated soft drink bottles is particularly intense in the [removed: U.S., Europe] [added: U.S.] and [removed: the PRC.][added: Europe.]

[removed: Our] [added: Our] packaging businesses have a narrow product range, and our business would suffer if usage of our products decreased or if decreases occur in the demand for the beverages and other goods filled in our [removed: products.][added: products.]

[removed: Changes] [added: Changes] in laws and governmental regulations may adversely affect our business and [removed: operations.][added: operations.]

[removed: Our] [added: Our] business, financial condition and results of operations are subject to risks resulting from broader geographic [removed: operations.][added: operations.]

We derived [removed: more than] [added: approximately] 50 percent of our consolidated net sales from outside of the U.S. for the year ended December 31, [removed: 2018.][added: 2019.]

| | [removed: · |] [added: ●] | political and economic instability; |

| | [removed: · |] [added: ●] | governments’ restrictive trade policies; |

| | [removed: · |] [added: ●] | the imposition or rescission of duties, taxes or government royalties; |

| | [removed: · |] [added: ●] | exchange rate risks; |

| | [removed: · |] [added: ●] | difficulties in enforcement of contractual obligations and intellectual property rights; and |

| | [removed: · |] [added: ●] | the geographic, language and cultural differences between personnel in different areas of the world. |

[removed: We] [added: We] are exposed to exchange rate [removed: fluctuations.][added: fluctuations.]

The financial results of the company are exposed to currency exchange rate fluctuations and [removed: an increased] [added: a significant] proportion of assets, liabilities and earnings denominated in non-U.S. dollar currencies.

[removed: If] [added: If] we fail to retain key management and personnel, we may be unable to implement our key [removed: objectives.][added: objectives.]

[removed: Decreases] [added: Decreases] in our ability to develop or apply new technology and know-how may affect our [removed: competitiveness.][added: competitiveness.]

[removed: Adverse] [added: Adverse] weather and climate changes may result in lower [removed: sales.][added: sales.]

[removed: Unseasonably cool] [added: Unseasonable] weather can reduce demand for certain beverages packaged in our containers.

Climate change [added: and the increasing frequency of severe weather events] could have various effects on the demand for our [removed: products] [added: products, our supply chain] and the costs of inputs to our production [added: and delivery of products] in different regions around the world.

[removed: We] [added: We] are vulnerable to fluctuations in the supply and price of raw [removed: materials.][added: materials.]

We purchase [removed: aluminum, steel] [added: aluminum] and other raw materials and packaging supplies from several sources.

[removed: Prolonged] [added: Prolonged] work stoppages at facilities with union employees could jeopardize our financial [removed: position.][added: position.]

As of December 31, [removed: 2018, 14] [added: 2019, 15] percent of our North American [removed: packaging facility] employees and [removed: 56] [added: 53] percent of our European employees were covered by collective bargaining agreements.

[removed: Our] [added: Our] aerospace segment is subject to certain risks specific to that [removed: business.][added: business.]

In particular, government expenditures are subject to the potential for automatic reductions, generally referred to as “sequestration.” Sequestration may occur in any given year, resulting in significant additional reductions to spending by various [removed: U.S] [added: U.S.] government defense and aerospace agencies on both existing and new contracts, as well as the disruption of ongoing programs.

[removed: We] [added: We] use estimates in accounting for many of our programs in our aerospace business, and changes in our estimates could adversely affect our future financial [removed: results.][added: results.]

[removed: As] [added: As] a U.S. government contractor, we could be adversely affected by changes in regulations or any negative findings from a U.S. government audit or [removed: investigation.][added: investigation.]

[removed: Our] [added: Our] business is subject to substantial environmental remediation and compliance [removed: costs.][added: costs.]

[removed: There] [added: Additionally, there] is increased focus on the regulation of greenhouse gas emissions and other environmental issues worldwide.

[removed: Our] [added: Our] business faces the potential of increased regulation on some of the raw materials utilized in our packaging [removed: operations.][added: operations.]

If we do not effectively manage change and growth, our business could be adversely affected.

​

Our future revenue and operating results will depend on our ability to effectively manage the anticipated growth of our business.

We have experienced significant growth in recent years and are expanding our operations, increasing our headcount and expanding into new product offerings.

This growth has placed significant demands on our management as well as our financial and operational resources, and continued growth presents several challenges, including:

| | ● | expanding manufacturing capacity, maintaining quality and increasing production; |

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| | ● | identifying, attracting and retaining qualified personnel; |

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| | ● | developing and retaining our global sales, marketing and administrative infrastructure and capabilities; |

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| | ● | increasing our regulatory compliance capabilities, particularly in new lines of business; |

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| | ● | building out our expertise in a number of disciplines, including marketing, licensing, and merchandising; and |

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| | ● | implementing appropriate operational, financial and IT systems and internal controls. |

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​

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More generally, supply and demand fluctuations could make it difficult for us to forecast and meet certain customers’ needs.

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We strive to mitigate such risks related to environmental issues, including through the purchase of renewable energy, the adoption of sustainable practices, and by positioning ourselves as a sustainability leader in our industry.

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We may not realize all of the anticipated benefits of the acquisition of Rexam, or those benefits may take longer to realize than expected.

We may also encounter significant unexpected difficulties in integrating the two businesses.

Our ability to realize the anticipated benefits of the acquisition of Rexam will depend, to a large extent, on our ability to integrate our beverage packaging business with Rexam’s business.

Combining two independent businesses is a complex, costly and time-consuming process.

As a result, we are required to devote significant management attention and resources to integrating the business practices and operations of the company and the Rexam business we acquired.

The integration process may disrupt the combined business and, if implemented ineffectively, could preclude the realization of the full benefits of the acquisition that are currently expected.

Our failure to meet the challenges involved in integrating the two businesses and to realize the anticipated benefits of the acquisition could cause an interruption of, or a loss of momentum in, the activities of the company and could adversely affect the company’s results of operations.

In addition, the overall integration of the businesses may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customer relationships and diversion of management’s attention.

The possible difficulties of combining the operations of the companies also include, among others:

| | · | | difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from combining our business with that of Rexam; |

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| | · | | difficulties in integrating operations, business practices and systems; |

| | · | | difficulties in assimilating and retaining employees; |

| | · | | difficulties in managing the expanded operations of a significantly larger and more complex combined company; |

| | · | | challenges in retaining existing customers and suppliers; |

| | · | | challenges in obtaining new customers and suppliers; |

| | · | | potential unknown liabilities and unforeseen increased expenses associated with the acquisition; and |

| | · | | challenges in retaining and attracting key personnel. |

Many of these factors are or will be outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially impact the business, financial condition and results of operations of the company.

In addition, even if the operations of the businesses of the company and Rexam are integrated successfully, we may not realize the full benefits of the acquisition, including the synergies, cost savings or sales or growth opportunities that we expect, or the full benefits may not be achieved within the anticipated time frame, or at all.

Additional unanticipated costs may be incurred in the integration of the businesses of the company and Rexam.

All of these factors could adversely affect the earnings of the company, decrease or delay the expected accretive effect of the acquisition, or negatively impact the price of the company’s common stock.

As a result, we cannot assure that the combination of the company’s and Rexam’s beverage packaging businesses will result in the realization of the full benefits anticipated from the acquisition.

In connection with satisfying requirements under the antitrust laws of the U.S., the European Union and Brazil, and obtaining associated approvals and clearances, we were required to effect significant divestitures.

As a result of the required divestitures, we may not realize all or a significant portion of the anticipated benefits of the Rexam acquisition, including anticipated synergies, and the company may otherwise suffer other negative consequences that may materially and adversely affect the company’s business, financial condition and results of operations and, to the extent that the current price of the company’s common stock reflects an assumption that the anticipated benefits of the acquisition will be realized, the price per share for the company’s common stock could be negatively impacted.

Based on available information, we do not believe that any costs incurred in connection with such sites will have a material adverse effect on our financial condition, results of operations, capital expenditures or competitive position.

We continue to see the industry supply of beverage packaging exceed demand in China, resulting in significant pricing pressure and negative impacts on the profitability of our beverage packaging, Asia Pacific, reporting unit.

The worsening business climate in Saudi Arabia has resulted in negative impacts to the profitability of our beverage packaging, AMEA, reporting unit.

If it becomes an expectation that these situations will continue for an extended period of time, it may result in a noncash impairment of some or all of the goodwill associated with these reporting units, totaling $78 million and $100 million, respectively, at December 31, 2018.

The company’s annual goodwill impairment test completed in the fourth quarter of 2018 indicated the estimated fair value of the beverage packaging, Asia Pacific, and beverage packaging, AMEA, reporting units exceeded their carrying amounts, including goodwill, by 11 percent and 15 percent, respectively.

The goodwill associated with the beverage packaging, Asia Pacific, reporting unit predominantly relates to the China beverage packaging facilities.

On December 13, 2018, we announced an agreement to sell our beverage packaging facilities in China.

The transaction is expected to close during the second half of 2019.

Due to the timing of its enactment and the complexity associated with the provisions of the Act, the company made reasonable estimates of its effects where possible and recorded provisional estimates in its financial statements for the year ended December 31, 2017.

The company has updated these provisional estimates as needed and its financial statements now reflect the final impact of these items based on currently available guidance, including proposed regulations.

Our business in the U.K., the EU and worldwide could be affected by uncertainty prior to and after the upcoming March 29, 2019, withdrawal date by the impact of the U.K.’s referendum and anticipated withdrawal from the EU.

[removed: Management’s] [added: _Management’s] discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes included in Item 8 of this Annual Report on Form 10-K (annual report), which include additional information about our accounting policies, practices and the transactions underlying our financial results.

Ball Corporation and its subsidiaries are referred to collectively as “Ball Corporation,” “Ball,” “the company,” “we” or “our” in the following discussion and [removed: analysis.][added: analysis._]

[removed: OVERVIEW][added: OVERVIEW]

[removed: Business] [added: _Business] Overview and Industry [removed: Trends][added: Trends_]

In the [removed: rigid] [added: aluminum] packaging industry, sales and earnings can be increased by reducing costs, increasing prices, developing new products, expanding volumes and making strategic acquisitions.

We sell our [added: aluminum] packaging products mainly to large, multinational beverage, personal care and household products companies with which we have developed long-term relationships.

The overall global [added: aluminum] beverage and aerosol [removed: metal] container industries are growing and are expected to continue to grow in the medium to long term.

We mitigate our exposure to the changes in the costs of [removed: metal] [added: aluminum] through the inclusion of provisions in contracts covering the majority of our volumes to pass through [removed: metal] [added: aluminum] price changes, as well as through the use of derivative instruments.

[removed: Corporate Strategy][added: _Corporate Strategy_]

| | [removed: · |] [added: ●] | Maximizing value in our existing businesses by [removed: rationalizing standard] [added: improving efficiencies in our] beverage container and end [removed: capacity] [added: facilities] in North America, South America and Europe, and expanding specialty container production [added: across our global plant network] to meet current demand; leveraging plant floor systems in our beverage facilities to [removed: improve efficiencies and] reduce [removed: costs; consolidating and/or closing multiple] [added: costs and manage contractual provisions across our diverse customer base; successfully acquiring and integrating a large global aluminum] beverage [added: business while also divesting underperforming steel food and steel aerosol] packaging [added: assets in North and South America and four beverage packaging] facilities [removed: to gain efficiencies;] [added: in China;] and in the [added: remaining aluminum] aerosol business, installing new extruded aluminum aerosol lines in our European, Mexican and Indian facilities while also implementing cost-out and value-in initiatives across all of our businesses; |

| | [removed: · |] [added: ●] | Expanding further into new products and capabilities through commercializing [added: our new lightweight, infinitely recyclable aluminum cup and providing next-generation] extruded aluminum aerosol packaging that utilizes proprietary technology to significantly lightweight the can; and successfully [removed: commercializing the next-generation] [added: introducing new specialty beverage cans and] aluminum bottle-shaping technology; |

| | [removed: · |] [added: ●] | Aligning ourselves with the right customers and markets by investing capital to meet continued growth for specialty beverage containers throughout our global network, which represent approximately [removed: 40] [added: 43] percent of our global beverage packaging mix; aligning with [added: spiked seltzer and] craft brewers, sparkling [added: and still] water fillers, wine producers and other new beverage producers who continue to use [added: aluminum] beverage containers to grow their business; |

| | [removed: · |] [added: ●] | Broadening our geographic reach with our acquisition of Rexam and our new investments in beverage manufacturing facilities in [added: the United States, Paraguay,] Spain, Mexico, Myanmar and Panama, as well as an extruded aluminum aerosol manufacturing facility in [removed: India;] [added: India] and [added: construction of a dedicated aluminum cup manufacturing facility in the U.S.; and] |

| | [removed: · |] [added: ●] | Leveraging our technological expertise in packaging innovation, including the introduction of [added: our new proprietary, brandable lightweight aluminum cup and providing] next-generation aluminum bottle-shaping technologies and the increased production of lightweight ReAl® containers, which utilize technology that increases the strength of aluminum used in the manufacturing process while lightweighting the can by up to 20 percent over a standard aluminum aerosol can, as well as our investment in cyber, data analytics [added: methane monitoring, 5G] and LIDAR capabilities to further enhance our aerospace technical expertise across a broader customer portfolio. |

These ongoing business developments [removed: and our successful acquisition of Rexam in 2016] help us stay close to our customers while expanding and/or sustaining our industry positions and global reach with major beverage, personal care, household products and aerospace customers.

[removed: RESULTS] [added: RESULTS] OF [removed: OPERATIONS][added: OPERATIONS]

[removed: Consolidated] [added: Consolidated] Sales and [removed: Earnings][added: Earnings]

| [added: ​] | [added: ​] | [removed: Years] [added: Years] Ended December [removed: 31,] [added: 31,] | | | | | | | | [added: ​] |

| [removed: ($] [added: ($] in [removed: millions)] [added: millions)] | | [removed: 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | | |

| Net sales | [added: ​] | $ | [removed: 11,635] [added: 11,474] | [added: ​] | $ | [removed: 10,983] [added: 11,635] | [added: ​] | $ | [removed: 9,061] [added: 10,983] | [added: ​] |

| Net earnings attributable to Ball Corporation | [added: ​] | [added: ​] | [removed: 454] [added: 566] | [added: ​] | [added: ​] | [removed: 374] [added: 454] | [added: ​] | [added: ​] | [removed: 263] [added: 374] | [added: ​] |

| Net earnings attributable to Ball Corporation as a % of [removed: consolidated] net sales | [added: ​] | [added: ​] | [removed: 4] [added: 5] | % | [added: ​] | [removed: 3] [added: 4] | % | [added: ​] | 3 | % |

Sales in [removed: 2018] [added: 2019] were [removed: $652] [added: $161] million [removed: higher] [added: lower] compared to [removed: 2017] [added: 2018] primarily as a result of [removed: increased sales volumes for] [added: selling the U.S. and Argentine steel food and steel aerosol businesses, selling] our [added: China beverage packaging business, the pass through of lower aluminum prices, the conclusion of the] South America [added: segment’s end sales associated with the Rexam acquisition] and [added: unfavorable exchange rates for our] Europe [removed: segments, pass through of] [added: segment, partially offset by] higher [removed: metal prices,] [added: beverage can unit volumes and] higher pricing [removed: and favorable product mix for] [added: in] our [added: Europe and] North and Central America [removed: segment, favorable foreign exchange rate changes in our Europe segment] [added: segments] and increased sales in the aerospace [removed: segment driven by significant U.S. national defense contracts.][added: segment.]

Net earnings attributable to Ball Corporation in [removed: 2018] [added: 2019] were [removed: $80] [added: $112] million higher than [removed: 2017] [added: 2018] primarily due to [added: higher beverage can unit volumes and prices,] increased sales [removed: volumes] in [removed: our Europe and North] [added: the aerospace segment, lower selling, general] and [removed: Central America segments, favorable manufacturing performance] [added: administrative expenses] and lower [removed: business consolidation and other costs,] [added: income tax expense,] partially offset by [added: the conclusion of our South America segment’s end sales agreement associated with the Rexam acquisition,] higher [removed: tax] [added: interest] expense, [removed: freight costs] [added: higher business consolidation] and [removed: interest expense.][added: other costs, unfavorable U.S. aluminum scrap rates and manufacturing inefficiencies experienced in our North and Central America segment.]

[removed: Cost] [added: _Cost] of Sales (Excluding Depreciation and [removed: Amortization)][added: Amortization)_]

Cost of sales, excluding depreciation and amortization, was [removed: $9,329] [added: $9,203] million in [removed: 2018] [added: 2019] compared to [removed: $8,717 million in 2017 and $7,296] [added: $9,329] million in [removed: 2016.][added: 2018.]

These amounts represented 80 [removed: percent, 79] percent [removed: and 81 percent] of consolidated net sales for the years ended [removed: 2018, 2017] [added: 2019] and [removed: 2016, respectively.][added: 2018.]

[removed: Depreciation] [added: _Depreciation] and [removed: Amortization][added: Amortization_]

Depreciation and amortization expense was [removed: $702] [added: $678] million in [removed: 2018] [added: 2019] compared to [removed: $729 million in 2017 and $453] [added: $702] million in [removed: 2016.][added: 2018.]

These amounts represented 6 [removed: percent, 7] percent [removed: and 5 percent] of consolidated net sales for [removed: 2018, 2017] [added: 2019] and [removed: 2016, respectively.][added: 2018.]

Amortization expense in [removed: 2018, 2017] [added: 2019] and [removed: 2016 included, $164 million, $162] [added: 2018 included $155] million and [removed: $65] [added: $164] million, respectively, for the amortization of acquired Rexam intangibles.

[removed: Selling,] [added: _Selling,] General and [removed: Administrative][added: Administrative_]

Selling, general and administrative (SG&A) expenses were [removed: $478] [added: $417] million in [removed: 2018] [added: 2019] compared to [removed: $514 million in 2017 and $512] [added: $478] million in [removed: 2016.][added: 2018.]

These amounts represented 4 [removed: percent, 5] percent [removed: and 6 percent] of consolidated net sales for [removed: those three years, respectively.][added: both years.]

[removed: Business] [added: _Business] Consolidation Costs and Other [removed: Activities][added: Activities_]

Business consolidation and other activities were [removed: $191] [added: $244] million in [removed: 2018] [added: 2019] compared to [removed: $221 million in 2017 and $337] [added: $191] million in [removed: 2016.][added: 2018.]

These amounts represented 2 [removed: percent, 2] percent [removed: and 4 percent] of consolidated net sales for [removed: the three years, respectively.][added: both years.]

[removed: Interest Expense][added: _Interest Expense_]

Total interest expense was [removed: $302] [added: $324] million in [removed: 2018] [added: 2019] compared to [removed: $288 million in 2017 and $338] [added: $302] million in [removed: 2016.][added: 2018.]

Interest expense was higher in [removed: 2017] [added: 2019] as compared to [removed: 2016] [added: 2018] as the average level of debt held was higher than the [removed: period] preceding [removed: it.][added: period.]

Ball Corporation is one of the world’s leading aluminum packaging suppliers.

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In order to successfully execute our strategy and reach our goals, we realize the importance of excelling in the following areas: customer focus, operational excellence, innovation and business development, people and culture focus and sustainability.

​

Refer to Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations [of the company’s Annual Report on Form 10-K for the year ended December 31, 2018](http://www.sec.gov/Archives/edgar/data/9389/000155837019000909/bll-20181231x10k.htm), filed February 22, 2019, for a comparison of the 2018 results of operations to the 2017 results.

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The year-over-year increase in business consolidation and other activities in 2019 compared to 2018 was primarily due to charges related to the impairment of long-lived and other assets in Saudi Arabia and the sale of the China beverage packaging and Argentine steel aerosol businesses, partially offset by a gain on indirect taxes in Brazil.

As compared with the statutory U.S. federal income tax rate of 21 percent, the 2019 effective rate was reduced by 7.1 percent for equity compensation benefits, by 3.1 percent for various uncertain tax positions and by 1.6 percent for the impact of the U.S. R&D credit.

These reductions were partially offset by an increase of 2.0 percent due to the tax on global intangible low-taxed income (GILTI).

While these items are expected to recur, the potential magnitude of each item is uncertain.

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Comparable operating earnings in 2019 were $4 million higher compared to 2018 primarily due to higher sales volumes and improved customer sales mix, partially offset by unfavorable U.S. aluminum scrap rates, increased start-up costs and operational inefficiencies.

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Segment sales in 2019 were $31 million lower compared to 2018.

The decrease in 2019 was primarily related to the pass through of lower aluminum prices, the conclusion of the end sales agreement associated with the Rexam acquisition and regional price/mix, partially offset by higher can and end volumes of $132 million.

Comparable operating earnings in 2019 were $25 million lower compared to 2018 primarily related to the conclusion of the end sales agreement associated with the Rexam acquisition, regional price/mix and unfavorable currency exchange rates, partially offset by higher can and end volumes.

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Comparable operating earnings in 2019 were $26 million higher compared to 2018 primarily due to increased sales volumes, price/mix and operational efficiencies from plant network optimization, partially offset by unfavorable currency exchange rates.

Ball Corporation is one of the world’s leading suppliers of metal packaging to the beverage, personal care and household products industries.

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Sales and operating earnings for 2018 were impacted by the loss of sales from our U.S. steel food and steel aerosol business, which was sold on July 31, 2018.

Sales in 2017 were $1.9 billion higher compared to 2016 primarily as a result of increased sales volumes for our North and Central America, South America and Europe segments, increased pass through of higher metal prices for our North and Central America and South America segments, favorable currency exchange effects for our Europe segment, favorable product mix for our South America segment and increased sales in our aerospace segment.

Sales volumes for the year ended December 31, 2017 for our North and Central America, South America and Europe segments were higher compared to the same period in 2016 primarily as a result of 2017 including twelve months of sales volumes from the acquired Rexam business, while 2016 included six months of sales volumes from the acquired Rexam business and six months of sales volumes from the company’s legacy business, a significant portion of which was sold in connection with the June 2016 acquisition of Rexam (Divestment Business).

The South America segment experienced organic sales growth, and increased sales from significant U.S. national defense contracts drove revenue growth in the aerospace segment.

Net earnings attributable to Ball Corporation in 2017 were $111 million higher than 2016 primarily due to increased earnings related to higher sales volumes in the South America, Europe and North and Central America beverage can segments, synergy realizations, lower cost of sales in 2017 compared to 2016 which included $84 million for the step-up of inventory related to the acquired Rexam business, lower debt refinancing and other costs in 2017 and a decrease in business consolidation and other activities in 2017, partially offset by higher incremental depreciation.

These impacts on net earnings were partially offset by higher tax expense in 2017, due principally to provisional charges from the U.S. Tax Cuts and Jobs Act which was signed into law on December 22, 2017, income tax benefits in 2016 associated with the restructure of Brazil legal entities as a result of the sale of the Divestment Business, the tax benefit on transaction costs and derivative costs of the Rexam acquisition and sale of the Divestment Business in 2016.

Debt refinancing and other costs in 2016 included costs on debt associated with the Rexam acquisition.

See Note 15 located in Item 8 of this annual report for additional information on the activity in debt refinancing and other costs.

Cost of sales in 2016 included expense of $84 million for the step-up of inventory related to the acquired Rexam business.

The expense was lower in 2018 compared to 2017 due to the absence of catch-up depreciation of fixed assets and amortization of intangible assets following the Rexam acquisition, which was recorded during 2017.

The expense was higher in 2017 compared to 2016 due to increased depreciation of fixed assets and amortization of intangible assets related to 2016 following the Rexam acquisition.

During 2017, the company finalized the valuation and useful lives of the assets acquired in the Rexam acquisition.

As a result, depreciation and amortization expense for 2017 included a cumulative catch-up adjustment of $35 million related to the last six months of 2016.

Contributing to the lower SG&A expenses in 2018 were reduced employee compensation costs, favorable currency exchange rate effects, lower costs due to office closures and other cost-out initiatives implemented by the company in relation to the acquired Rexam business.

The lower percentage of SG&A expense in 2017 as compared to 2016 was primarily due to office closures and various other cost-out initiatives implemented by the company in relation to the acquired Rexam business and the lack of foreign exchange losses of $27 million for the devaluation of the Egyptian pound in the fourth quarter of 2016.

The year-over-year decrease in business consolidation and other activities in 2018 compared to 2017 was primarily due to lower severance and facility shut down costs, lower costs related to lower settlement charges related to certain Ball U.S. defined pension plans, a gain on Brazilian indirect taxes and a gain on the sale of our former Chatsworth, California, beverage packing facility, partially offset by the loss on sale of the U.S. steel food and steel aerosol business.

See Note 6 located in Item 8 of this annual report for additional information on the activity in business consolidation and other activities.

The year-over-year decrease in business consolidation and other activities in 2017 compared to 2016 was primarily due to a decrease of $322 million in Rexam transaction related costs and $83 million of Rexam acquisition related compensation arrangements and a decrease of $173 million in foreign currency exchange losses associated with the Rexam transaction.

These impacts were partially offset by a decrease of $289 million in the gain recognized in connection with the sale of the Ball portion of the Divestment Business, an increase of $99 million related to completed and pending plant closures, an increase of $44 million related to the settlement of certain Ball U.S. defined benefit pension plans and an increase of $34 million for indemnification of certain tax matters provided to the buyer in the sale of the Divestment Business.

Excluding debt refinancing and other costs, interest expense in 2018 was higher than in 2017 due to higher interest rates, partially offset by lower average debt.

Debt refinancing and other costs were $1 million for the year ended December 31, 2018, $3 million for the year ended December 31, 2017, and $109 million for the year ended December 31, 2016.

The amount for the year ended 2016 consisted mainly of costs incurred to fund the Rexam acquisition.

See Notes 15 and 21 in Item 8 of this annual report for additional information on these instruments and the transactions flowing through debt refinancing and other costs.

The 2018 effective rate was reduced by 7.2 percent for the final adjustments related to the enactment of U.S. tax reform in 2017, including the impact of the transition tax and remeasurement of the company’s net deferred tax asset in the U.S., and increased by 8.8 percent for discrete tax costs associated with certain business dispositions.

The effective rate was also increased by 2.4 percent for the new tax on GILTI established with U.S. tax reform.

The effective rate was increased by 3.2 percent for the impact of the foreign tax rate differential, net of valuation allowance impact, and tax holidays versus the U.S. tax rate, and further increased by 4.0 percent for the impact of foreign currency fluctuations on the company’s deferred tax assets in Brazil.

The 2018 effective rate was also reduced by 2.1 percent for the excess tax benefit for stock-based compensation and by 1.2 percent for the impact of the U.S. R&D credit.

The impact of U.S. tax reform (excluding GILTI), and discrete tax costs associated with certain business dispositions are primarily related to discrete transactions or changes in tax law that are not expected to recur in future periods.

The 2017 effective income tax rate was 32.1 percent compared to negative 100.8 percent for 2016.

The 2017 effective rate was increased by 16.1 percent for U.S. tax reform, including the impact of the transition tax and remeasurement of the company’s net deferred tax asset in the U.S., and by 3.5 percent for discrete tax costs associated with certain business dispositions.

The effective rate was reduced by 7.2 percent for the impact of the foreign tax rate differential, net of valuation allowance impact, and tax holidays versus the U.S. tax rate and by 5.4 percent for the impact of current year changes in various foreign tax laws including the U.K. The 2017 effective rate was also reduced by 3.1 percent for the discrete tax benefit associated with the adoption in the first quarter of 2017 of amendments to existing accounting guidance for stock-based compensation, by 1.8 percent for the impact of the U.S. R&D credit, and by 1.6 percent for the impact of the U.S. domestic manufacturing deduction.

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| Cost of sales associated with Rexam inventory step-up | | | | — | | | — | | | (10) | |

The beverage packaging, North and Central America, segment consists of operations located in the U.S., Canada and Mexico that manufacture aluminum containers used in beverage packaging.

In order to serve growing customer demand for specialty cans in the southwestern U.S., the company constructed a four-line beverage packaging facility in Goodyear, Arizona, which began production in the second quarter of 2018.

Our Birmingham, Alabama, facility ceased production during the second quarter of 2018 and the Chatsworth, California, and Longview, Texas, facilities ceased production during the third quarter of 2018.

[removed: Financial] [added: Financial] Instruments and Risk [removed: Management][added: Management]

[removed: Commodity] [added: Commodity] Price [removed: Risk][added: Risk]

[removed: Aluminum][added: _Aluminum_]

Considering the effects of derivative instruments, the company’s ability to pass through certain raw material costs through contractual provisions, the market’s ability to accept price increases and the company’s commodity price exposures under its contract terms, a hypothetical 10 percent adverse change in the company’s aluminum prices would result in an estimated [removed: $8] [added: $3] million after-tax reduction in net earnings over a one-year period.

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

Interest rate instruments held by the company at December 31, [removed: 2018,] [added: 2019,] included pay-fixed interest rate swaps which effectively convert variable rate obligations to fixed-rate instruments.

Based on our interest rate exposure at December 31, [removed: 2018,] [added: 2019,] assumed floating rate debt levels throughout the next 12 months and the effects of our existing derivative instruments, a 100-basis point increase in interest rates would result in an estimated [removed: $2] [added: $3] million [removed: after tax] [added: after-tax] reduction in net earnings over a one-year period.

[removed: Currency] [added: Currency] Exchange Rate [removed: Risk][added: Risk]

Considering the company’s derivative financial instruments outstanding at December 31, [removed: 2018,] [added: 2019,] and the various currency exposures, a hypothetical 10 percent reduction (U.S. dollar strengthening, mainly against the Russian ruble) in currency exchange rates compared to the U.S. dollar would result in an estimated [removed: $15] [added: $27] million [removed: after tax] [added: after-tax] reduction in net earnings over a one-year period.

This hypothetical adverse change in currency exchange rates would also reduce our forecasted average debt balance by [removed: $127 million and increase our forecasted cross currency swap value by $119] [added: $224] million.

Ball Corporation and its consolidated subsidiaries (collectively, Ball, the company, we or our) is one of the world’s leading suppliers of [removed: metal] [added: aluminum] packaging [removed: to] [added: for] the beverage, personal care and household products industries.

Our [added: sustainable, aluminum] packaging products are produced for a variety of end uses and are manufactured in facilities around the world.

In [removed: 2018,] [added: 2019,] our total consolidated net sales were [removed: $12] [added: $11.5] billion.

Our packaging businesses were responsible for [removed: 90] [added: 87] percent of our net sales, with the remaining [removed: 10] [added: 13] percent contributed by our aerospace business.

Our largest product line is aluminum beverage [removed: containers.][added: containers and we also produce extruded aluminum aerosol containers and aluminum slugs.]

We sell our [added: aluminum] packaging products [removed: mainly] [added: globally] to large multinational beverage, personal care and household products companies with which we have developed long-term relationships.

Our significant customers [removed: include:] [added: include] The Coca-Cola Company and its affiliated [removed: bottlers,] [added: bottlers and] Anheuser-Busch InBev n.v./s.a., [removed: Molson Coors Brewing Company and Unilever N.V.][added: among others.]

Our aerospace business is a leader in [added: delivering solutions ranging from entire missions to contributing component level expertise through] the design, development and manufacture of innovative [removed: aerospace] systems for [added: intelligence surveillance and reconnaissance,] civil, commercial and national [removed: cyber] security aerospace markets.

It produces spacecraft, instruments and sensors, radio frequency systems and components, data exploitation solutions and a variety of advanced [removed: aerospace] technologies and products that enable [added: weather prediction and climate change monitoring as well as] deep space missions.

[removed: Our Strategy][added: Our Strategy]

[removed: Our overall business strategy is defined by our Drive for 10 vision, which at] [added: At] its highest level, [added: Drive for 10] is a mindset around perfection, with a greater sense of urgency around our future success.

Launched in 2011, [removed: our] Drive for 10 [removed: vision] encompasses five strategic levers that are key to growing our businesses and achieving long-term success.

| | [removed: · |] [added: ●] | Maximizing value in our existing businesses |

| | [removed: · |] [added: ●] | Expanding into new products and capabilities |

| | [removed: · |] [added: ●] | Aligning ourselves with the right customers and markets |

| | [removed: · |] [added: ●] | Broadening our geographic reach and |

| | [removed: · |] [added: ●] | Leveraging our know-how and technological expertise to provide a competitive advantage |

We also maintain a clear and disciplined financial strategy focused on improving shareholder returns [removed: through:][added: by:]

| | [removed: · |] [added: ●] | Seeking to deliver comparable diluted earnings per share growth of 10 percent to 15 percent per annum over the long-term |

| | [removed: · |] [added: ●] | Maximizing free cash flow generation |

| | [removed: · |] [added: ●] | Increasing Economic Value Added (EVA®) dollars |

The cash generated by our businesses is used primarily: (1) to finance the company’s operations, (2) to fund [removed: strategic] [added: growth] capital investments, (3) to service the company’s debt and (4) to return value to our shareholders via stock buy-backs and dividend payments.

[removed: Sustainability][added: Sustainability]

In 2017, Resource Recycling Systems recognized aluminum beverage cans as the most recycled beverage package in the world, with a global [removed: weighted] average recycling rate [removed: for aluminum] of 69 percent.

[removed: This finding solidifies the] [added: These findings solidify] aluminum [removed: can] [added: beverage packaging] as the leader in real recycling, where the package is collected and then transformed into an item of equal value [removed: (product to product] [added: (product-to-product] or [removed: material to material] [added: material-to-material] recycling).

In comparison, only 43 percent of PET and 46 percent of glass bottles were [removed: collected for recycling,] [added: collected,] although not necessarily recycled.

We focus our sustainability efforts on product stewardship, operational excellence, [removed: talent] [added: human capital] management and community engagement.

In our [removed: global operations,] [added: manufacturing operations around the world,] we work on continuous improvement of employee [removed: safety,] [added: safety and engagement,] energy and water efficiency, [added: reducing air emissions, and] waste [removed: generation] [added: reduction] and [removed: air emissions.][added: recycling.]

[removed: These initiatives typically focus on collaborating with public and private partners] [added: As two examples, we work together] to create effective collection and recycling [removed: systems, including education of] [added: systems and educate] consumers about the sustainability benefits of [removed: metal] [added: aluminum] packaging.

[removed: Our] [added: Our] Reportable [removed: Segments][added: Segments]

[removed: Beverage] [added: Beverage] Packaging, North and Central America, [removed: Segment][added: Segment]

Beverage packaging, North and Central [removed: America] [added: America,] is Ball’s largest segment, accounting for [removed: 40] [added: 41] percent of consolidated net sales in [removed: 2018.][added: 2019.]

[removed: Metal] [added: Aluminum] beverage containers are primarily sold under multi-year supply contracts to fillers of carbonated soft drinks, beer, energy drinks and other beverages.

[removed: Metal] [added: Aluminum] beverage containers and ends are produced at 17 manufacturing facilities in the U.S., one in Canada and two in Mexico.

In order to serve growing customer demand for specialty cans [removed: in the southwestern U.S.,] [added: across North America,] the company constructed a [removed: four line] [added: four-line] beverage packaging facility in Goodyear, Arizona, which began production in the second quarter of [removed: 2018.][added: 2018 and recently announced plans to construct additional plants in Glendale, Arizona, and an unspecified location in the northeastern U.S.]

According to publicly available information and company estimates, the North American beverage container industry represents approximately [removed: 112] [added: 115] billion units.

Ball [removed: produced] [added: shipped] approximately [removed: 46] [added: 48] billion [added: infinitely] recyclable aluminum beverage containers in North America in [removed: 2018,] [added: 2019,] which represented approximately [removed: 44] [added: 42] percent of the aggregate production in these countries.

In North and Central America, [removed: five] [added: a diverse base of no less than 10 global] suppliers provide [removed: the majority] [added: almost all] of our aluminum can and end sheet [removed: requirements.][added: requirements_._]

In addition, the [removed: metal] [added: aluminum] beverage container competes aggressively with other packaging materials which include meaningful industry positions by the glass bottle in the packaged beer industry and the polyethylene terephthalate (PET) bottle in the carbonated soft drink and water industries.

We [removed: believe we have limited] [added: limit] our exposure to changes in the cost of aluminum ingot as a result of the inclusion of provisions in most [removed: metal] [added: of our aluminum] beverage container sales contracts to pass through aluminum price changes, as well as through the use of derivative instruments.

Our Drive for 10 vision defines our overall business strategy.

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At Ball Corporation, we believe in our people, our culture and our ability to deliver value to our stakeholders.

Like uncompromising integrity and customer focus, sustainability is part of our Drive for 10 vision and has been a part of who we are since our founding in 1880.

Our triple bottom-line approach to sustainability – environmental, economic and social – has evolved over the years and is the lens through which we conduct business at every level of our organization today.

Sustainability is a key part of our business strategy, and influences how we manage and operate our businesses, serve our customers, care for the environment and our communities, secure profits and drive long-term prosperity.

And our commitment extends outside of our walls.

Today’s consumers are acutely aware of the plastic pollution crisis, and they are choosing brands based on their sustainability.

Customers understand this growing concern for the environment and their unique position in impacting the environment, for better or worse, especially through the packaging materials they use.

Infinitely recyclable and economically valuable, aluminum unlocks the full potential of packaging to help customers convey values and purpose to consumers.

Aluminum cans, bottles and now cups are an increasingly attractive option for sustainability-conscious brands and consumers who want to do the right thing for the environment.

Unlike plastic, glass, cartons or compostable containers, aluminum can be recycled again and again without losing quality, and is in high demand across industries and applications, pushing its collection, sorting and recycling rates to the highest of any material.

That’s why 75 percent of all aluminum ever produced is still in use today.

In the case of aluminum beverage packaging, which is monomaterial, a can, bottle or cup can be recycled and made back into the same product in as little as 60 days.

In contrast, only nine percent of all plastic ever produced has been recycled and mostly, it’s only down-cycled.

Down-cycled products, including but not limited to when plastic is converted to become part of a sneaker or fibers in a carpet, is not sustainable because eventually those products end up in landfills.

Real recycling happens when the value of the product being recycled is maintained from one use to another.

Because recycling aluminum saves resources and uses significantly less energy than primary aluminum production, we are innovating and collaborate with our customers, supply chain, and other public and private partners to establish and financially support initiatives to increase recycling rates.

Our aerospace business plays a role in sustainability as well.

More and more, our systems are measuring key elements of the physical environment and supporting environmental monitoring and operational weather forecasting programs, as well as providing environmental intelligence on weather, the Earth's climate system, precipitation, drought, air pollution, vegetation and biodiversity measurements.

The data captured through Ball-built instruments and satellites enable an enhanced understanding of the Earth’s ecosystem and the stratospheric ozone layer and severe storm tracking, and better enabling effective management of natural resources, including helping experts to make routine drought assessments and fire prevention plans.

At Ball, our sustained long-term success depends not only on our products and our operations, but on an engaged and sustainable workforce.

We continue to invest in recruiting to ensure we have the right people with the right skills in the right roles, and in developing our employees at every level and providing them with opportunities to advance their careers.

We also are committed to embracing diversity and providing an inclusive environment where employees can thrive.

A focus on diversity among individuals and teams helps to unleash ideas and fuel innovation, which drives growth and economic value throughout our global organization.

A healthy and sustainable business also depends on thriving communities.

Ball’s commitment to the communities where we live and operate is an integral part of our corporate culture, as we continue to support organizations, programs and civic initiatives that advance sustainable livelihoods.

Community engagement is how our company and our employees enrich the places where we live and work beyond providing jobs, benefits and paying local taxes.

Through the Ball Foundation, corporate giving, employee giving and volunteerism, we invest in the future of the communities that sustain us.

In 2018, Ball and its employees donated nearly $5.5 million and logged more than 42,000 hours of volunteer service to non-profit organizations centered on building sustainable communities through recycling, STEM education, and disaster preparedness and relief initiatives.

Beginning in January 2020, Ball has changed how the beverage packaging, AMEA, and beverage packaging, Asia Pacific, operating segments are being managed and reported for the purposes of cost reduction and operational efficiency.

The company’s plants in Cairo, Egypt, and Manisa, Turkey, will be managed with the existing reportable beverage packaging, Europe, operating segment.

The company’s operations in India and Saudi Arabia will be consolidated with the remainder of the beverage packaging, Asia Pacific, operating segment resulting in a new non-reportable beverage packaging, other, operating segment.

We also produce aerosol containers, extruded aluminum aerosol containers and aluminum slugs.

| --- | --- | --- | --- |

Sustainability is a key part of our business strategy at Ball.

By enhancing the unique sustainability credentials of our products along their life cycles, we position our metal containers as the most sustainable packaging choice and help our customers grow their businesses.

Aluminum is an infinitely recyclable material.

It also has the highest scrap value of all commonly used packaging substrates.

These qualities make cans an increasingly attractive option for sustainability-conscious consumers and brands who acknowledge that metal packaging is a true enabler of a circular economy in terms of economic value, recyclability, real recycling and the avoidance of down cycling.

In some of Ball’s markets such as Brazil, China and several European countries, recycling rates for aluminum beverage cans are at or above 90 percent.

The most recently available recycling rates for aluminum beverage cans are 97 percent in Brazil in 2017, 74 percent in Europe in 2015, and 49 percent in the U.S. in 2016.

Because metal recycling saves resources and uses significantly less energy than primary metal production, the biggest opportunity to further enhance the positive environmental attributes of metal packaging is to increase recycling rates.

In markets where recycling rates are below where we believe they should be, we help establish and financially support packaging collection and recycling initiatives.

On July 31, 2018, Ball sold its U.S. steel food and steel aerosol packaging business and formed a joint venture, Ball Metalpack.

See Note 4 to the consolidated financial statements within Item 8 of this annual report for further information.

As a result of the sale, the remaining global aluminum aerosol and Argentine steel aerosol businesses of the legacy food and aerosol packaging segment are now a non-reportable segment that manufactures and sells aerosol containers, extruded aluminum aerosol containers and aluminum slugs (aerosol packaging).

For comparative periods, the entire former food and aerosol packaging segment is now presented within other.

Where growth or contractions are projected in certain markets or for certain products, Ball undertakes selected capacity increases or decreases primarily in its existing facilities to meet market demand.

A meaningful portion of the industry-wide reduction in demand for standard 12-ounce aluminum cans for the carbonated soft drink market is being offset with growing demand for specialty container volumes from new and existing customers and consumer demand.

During 2016, we began production at our newly constructed beverage can and end manufacturing facility in Monterrey, Mexico.

The Paraguay facility is expected to begin production in the second half of 2019.

In the third quarter of 2017, our beverage packaging container and end production facilities in Recklinghausen, Germany, ceased production, and the capacity was transitioned to existing European Ball facilities.

Additionally, the aerospace 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 system needs.

The company opened a metal beverage container facility in Sri City, India, near Chennai, which began production in the second quarter of 2017.

The metal beverage container market in the People’s Republic of China (PRC) is 44 billion containers, of which Ball’s operations represented an estimated 12 percent in 2018.

Our percentage of the industry makes us one of the largest manufacturers of metal beverage containers in the PRC.

We, along with five other manufacturers, account for approximately 75 percent of the production.

Our operations include the manufacture of aluminum containers and ends in four facilities in the PRC and one aluminum container facility in Myanmar.

On December 13, 2018, we announced an agreement to sell our beverage packaging facilities in China for upfront consideration of approximately $225 million plus potential additional consideration related to the future relocation of an existing facility in China.

The transaction is subject to customary regulatory approvals and is expected to close during the second half of 2019.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D. C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: ☒ ANNUAL] [added: ☒ ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]

[removed: For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018][added: 2019]

[removed: ☐ TRANSITION] [added: ☐ TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]

[removed: For] [added: For] the transition period from [removed: to][added: to]

[removed: Commission] [added: Commission] File [removed: Number 001-07349][added: Number 001-07349]

[removed: Ball Corporation][added: Ball Corporation]

| [removed: State of Indiana] [added: State of Indiana] | [added: ​] | [removed: 35-0160610] [added: 35-0160610] |

| (State or other jurisdiction of | [added: ​] | (I.R.S. Employer |

| incorporation or organization) | [added: ​] | Identification No.) |

| [removed: 10] [added: 10] Longs Peak Drive, P.O. Box [removed: 5000] [added: 5000] | [added: ​] | [added: ​] |

| [removed: Broomfield, Colorado] [added: Broomfield, Colorado] | [added: ​] | [removed: 80021-2510] [added: 80021-2510] |

| (Address of registrant’s principal executive office) | [added: ​] | (Zip Code) |

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

| [removed: Title] [added: Title] of each [removed: class] [added: class] | [added: ​] | [removed: Name] [added: Trading Symbol | ​ | Name] of each exchange on which [removed: registered] [added: registered] |

| Common Stock, without par value | [added: ​] | [added: BLL | ​ |] New York Stock Exchange |

Securities registered pursuant to Section 12(g) of the Act: [removed: NONE][added: NONE]

YES [removed: ☒] [added: ⌧] NO [removed: ☐][added: ◻]

YES [removed: ☐] [added: ◻] NO [removed: ☒][added: ⌧]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, [removed: or] a non-accelerated [removed: filer.][added: filer, a smaller reporting company, or an emerging growth company.]

See [added: the] definitions of “large accelerated [removed: filer”,] [added: filer,”] “accelerated [removed: filer”,] [added: filer,”] “smaller reporting [removed: company” and “emerging] [added: company,”and "emerging] growth [removed: company”] [added: company"] in Rule 12b-2 of the Exchange Act.

| Large accelerated filer [removed: ☒] [added: ⌧] | [added: ​] | Accelerated filer [removed: ☐] [added: ◻] | [added: ​] | Non-accelerated filer [removed: ☐] [added: ◻] | [added: ​] | Smaller reporting company ☐ |

| Emerging growth company ☐ | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] |

The aggregate market value of voting stock held by non-affiliates of the registrant was [removed: $12.3] [added: $23.2] billion based upon the closing market price and common shares outstanding as of June 30, [removed: 2018.][added: 2019.]

| [removed: Class] [added: Class] | [added: ​] | [removed: Outstanding] [added: Outstanding] at February [removed: 20, 2019] [added: 17, 2020] |

| Common Stock, without par value | [added: ​] | [removed: 334,338,125] [added: 325,773,210] shares |

[removed: 1.Proxy] [added: | 1. | Proxy] statement to be filed with the Commission within 120 days after December 31, [removed: 2018,] [added: 2019,] to the extent indicated in Part III. [added: |]

For the year ended December 31, [removed: 2018][added: 2019]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| [added: ​] | [added: ​] | [removed: Page Number] [added: Page Number] |

| [PART I.](#PARTI_472896) | [added: ​] | [added: ​] |

| [Item 1B.](#Item1BUnresolvedStaffComments_899593) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_899593) | [removed: 16] [added: 15] |

| [Item 3.](#Item3LegalProceedings_181005) | [Legal Proceedings](#Item3LegalProceedings_181005) | [removed: 18] [added: 17] |

| [Item 4.](#Item4MineSafetyDisclosures_187525) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_187525) | [removed: 18] [added: 17] |

| [PART II.](#PartII_640530) | [added: ​] | [added: ​] |

| [Item 5.](#Item5MarketfortheRegistrantsCommonStocka) | [Market for the Registrant’s Common Stock and Related Stockholder Matters](#Item5MarketfortheRegistrantsCommonStocka) | [removed: 19] [added: 17] |

| [Item 6.](#Item6SelectedFinancialData_950096) | [Selected Financial Data](#Item6SelectedFinancialData_950096) | [removed: 21] [added: 20] |

Ball Corporation

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YES ⌧ NO ◻

YES ☒ NO ◻

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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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.

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Ball’s corporate headquarters and the aerospace segment management offices are located in Broomfield, Colorado, U.S. The operations of the aerospace segment occupy a variety of company-owned and leased facilities in Colorado, U.S., which together aggregate [removed: 1.8] [added: 2.3] million square feet of office, laboratory, research and development, engineering and test and manufacturing space.

[removed: Information regarding the approximate size of the] [added: Ball’s] manufacturing locations for significant packaging operations, which are owned or leased by the company, [removed: is] [added: are] set forth below.

[removed: | Beverage] [added: _Beverage] packaging, North and Central [removed: America: | | |][added: America, locations:_]

| [removed: Conroe, Texas] | [added: ●] | [removed: 315,000] [added: Conroe, Texas] |

| [removed: Fairfield, California] | [added: ●] | [removed: 337,000] [added: Fairfield, California] |

| [removed: Findlay, Ohio] | [added: ●] | [removed: 733,000] [added: Findlay, Ohio] |

| [added: | ● |] Fort Atkinson, Wisconsin | [removed: | 250,000 |]

| [added: | ● |] Fort Worth, Texas | [removed: | 322,000 |]

| [removed: Golden, Colorado] | [added: ●] | [removed: 509,000] [added: Golden, Colorado] |

| [removed: Goodyear, Arizona] | [added: ●] | [removed: 495,000] [added: Goodyear, Arizona] |

| [removed: Kapolei, Hawaii] | [added: ●] | [removed: 131,000] [added: Kapolei, Hawaii] |

| [removed: Kent, Washington] | [added: ●] | [removed: 127,000] [added: Kent, Washington] |

| [removed: Monterrey, Mexico] | [added: ●] | [removed: 440,000] [added: Monterrey, Mexico] |

| [removed: Monticello, Indiana] | [added: ●] | [removed: 356,000] [added: Monticello, Indiana] |

| [removed: Phoenix, Arizona] | [added: ●] | [removed: 106,000] [added: Phoenix, Arizona] |

| [removed: Queretaro, Mexico] | [added: ●] | [removed: 253,000] [added: Queretaro, Mexico] |

| [removed: Rome, Georgia] | [added: ●] | [removed: 386,000] [added: Rome, Georgia] |

| [added: | ● |] Saint Paul, Minnesota | [removed: | 165,000 |]

| [added: | ● |] Saratoga Springs, New York | [removed: | 290,000 |]

| [removed: Tampa, Florida] | [added: ●] | [removed: 276,000] [added: Tampa, Florida] |

| [added: | ● |] Wallkill, New York | [removed: | 312,000 |]

| [added: | ● |] Whitby, Ontario, Canada | [removed: | 205,000 |]

| [removed: Williamsburg, Virginia] | [added: ●] | [removed: 400,000] [added: Williamsburg, Virginia] |

[removed: | Beverage] [added: _Beverage] packaging, South [removed: America: | | |][added: America, locations:_]

| [added: | ● |] Aguas Claras, Brazil | [removed: | 292,000 |]

| [removed: Brasilia, Brazil] | [added: ●] | [removed: 267,000] [added: Brasilia, Brazil] |

| [added: | ● |] Buenos Aires, Argentina | [removed: | 272,000 |]

| [removed: Extrema, Brazil] | [added: ●] | [removed: 375,000] [added: Extrema, Brazil] |

| [added: | ● |] Jacarei, Sao Paulo, Brazil | [removed: | 476,000 |]

| [removed: Manaus, Brazil] | [added: ●] | [removed: 303,000] [added: Manaus, Brazil] |

| [added: | ● |] Pouso Alegre, Brazil | [removed: | 430,000 |]

| [removed: Recife, Brazil] | [added: ●] | [removed: 455,000] [added: Recife, Brazil] |

| [added: | ● |] Santa Cruz, Brazil | [removed: | 311,000 |]

| [removed: Santiago, Chile] | [added: ●] | [removed: 275,000] [added: Santiago, Chile] |

| [added: | ● |] Tres Rios, Rio de Janeiro, Brazil | [removed: | 428,000 |]

[removed: | Beverage] [added: _Beverage] packaging, [removed: Europe: | | |][added: Europe, locations:_]

| [removed: Argayash, Russia] | [added: ●] | [removed: 256,000] [added: Argayash, Russia] |

| [removed: Belgrade, Serbia] | [added: ●] | [removed: 342,000] [added: Belgrade, Serbia] |

| [removed: Bierne, France] | [added: ●] | [removed: 274,000] [added: Bierne, France] |

| [added: | ● |] Cabanillas del Campo, Spain | [removed: | 145,000 |]

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| | ● | Asuncion, Paraguay |

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The offices of the company’s various beverage packaging, North and Central America, operations are located in Westminster, Colorado, U.S.; the offices for the beverage packaging, Europe, operations are located in Luton, U.K.; the offices for the beverage packaging, AMEA, operations are located in Dubai, United Arab Emirates; the offices for the beverage packaging, Asia Pacific, operations are located in Hong Kong; and the beverage packaging, South America, offices are located in Rio de Janeiro, Brazil.

The company’s research and development facilities are primarily located in Westminster, Colorado, U.S. The company has shared service centers located in Queretaro, Mexico; Belgrade, Serbia; and São José dos Campos, Brazil.

Where certain locations include multiple facilities, the total approximate size for the location is noted.

| | | |

| | | Approximate |

| | | Floor Space in |

| Plant Location | | Square Feet |

| Simoes Filho, Brazil | | 96,000 |

| Beijing, PRC | | 303,000 |

| Hubei (Wuhan), PRC | | 416,000 |

| Qingdao, PRC | | 326,000 |

| Sanshui (Foshan), PRC | | 672,000 |

| Buenos Aires, Argentina | | 34,000 |

| San Luis, Argentina | | 51,000 |

[removed: Part II.][added: Part II.]

There were [removed: 6,048] [added: 6,313] common shareholders of record on February [removed: 20, 2019.][added: 17, 2020.]

[removed: Common] [added: Common] Stock [removed: Repurchases][added: Repurchases]

The following table summarizes the company’s repurchases of its common stock during the quarter ended December 31, [removed: 2018.][added: 2019.]

| [removed: Purchases] [added: Purchases] of [removed: Securities] [added: Securities] | | | | | | | | | |

| [removed: ($] [added: ($] in [removed: millions)] [added: millions)] | | [removed: Total Number of Shares Purchased (a)] [added: Total Number of Shares Purchased (a)] | | [removed: Average] [added: Average] Price Paid per [removed: Share] [added: Share] | | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly Announced Plans or Programs [removed: (a)] [added: (a)] | | [removed: Maximum] [added: Maximum] Number of Shares that May Yet Be Purchased Under the Plans or Programs [removed: (b)] [added: (b)] |

[removed: (a)Includes] [added: | _(a)_ | _Includes] any open market purchases (on a trade-date basis), share repurchase agreements and/or shares retained by the company to settle employee withholding tax [removed: liabilities.][added: liabilities._ |]

[removed: (b)The] [added: | _(b)_ | _The] company has an ongoing repurchase program for which shares are authorized from time to time by Ball’s Board of Directors. [added: On January 23, 2019, the Board authorized the repurchase by the company of up to a total of 50 million shares. This repurchase authorization replaced all previous authorizations__._ |]

[removed: Shareholder] [added: Shareholder] Return [removed: Performance][added: Performance]

The line graph below compares the annual percentage change in Ball Corporation’s cumulative total shareholder return on its common stock with the cumulative total return of the Dow Jones Containers & Packaging Index and the S&P Composite 500 Stock Index for the five-year period ended December 31, [removed: 2018.][added: 2019.]

[removed: It] [added: The graph] assumes $100 was invested on December 31, [removed: 2013,] [added: 2014,] and that all dividends were reinvested.

[removed: TOTAL] [added: TOTAL] RETURN TO [removed: STOCKHOLDERS][added: STOCKHOLDERS]

[removed: (Assumes] [added: (Assumes] $100 investment on [removed: 12/31/13)][added: 12/31/14)]

[removed: ][added: ]

| [added: ​] | [added: ​] | [removed: 12/31/2013] [added: 12/31/2014] | | [added: ​] | [removed: 12/31/2014] [added: 12/31/2015] | | [added: ​] | [removed: 12/31/2015] [added: 12/31/2016] | | [added: ​] | [removed: 12/31/2016] [added: 12/31/2017] | | [added: ​] | [removed: 12/31/2017] [added: 12/31/2018] | | [added: ​] | [removed: 12/31/2018] [added: 12/31/2019] | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| October 1 to October 31, 2019 | ​ | 2,378,800 | ​ | $ | 72.27 | ​ | 2,378,800 | ​ | 39,856,888 |

| November 1 to November 30, 2019 | ​ | 1,405,348 | ​ | ​ | 66.49 | ​ | 1,405,348 | ​ | 38,451,540 |

| December 1 to December 31, 2019 | ​ | 1,128,600 | ​ | ​ | 64.50 | ​ | 1,128,600 | ​ | 37,322,940 |

| Total | ​ | 4,912,748 | ​ | ​ | 68.83 | ​ | 4,912,748 | ​ | ​ |

| --- | --- |

| --- | --- |

​

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| BLL | ​ | $ | 100.00 | ​ | $ | 107.49 | ​ | $ | 111.73 | ​ | $ | 113.71 | ​ | $ | 139.48 | ​ | $ | 197.82 |

| S&P 500 | ​ | ​ | 100.00 | ​ | ​ | 99.27 | ​ | ​ | 108.74 | ​ | ​ | 129.86 | ​ | ​ | 121.76 | ​ | ​ | 156.92 |

| DJ US Containers & Packaging | ​ | ​ | 100.00 | ​ | ​ | 94.19 | ​ | ​ | 109.70 | ​ | ​ | 128.02 | ​ | ​ | 102.22 | ​ | ​ | 128.38 |

​

| | | | | | | | | | |

| October 1 to October 31, 2018 | | 1,820,293 | | $ | 44.84 | | 1,820,293 | | 13,458,171 |

| November 1 to November 31, 2018 | | 2,286,260 | | | 49.06 | | 2,286,260 | | 11,171,911 |

| December 1 to December 31, 2018 | | 1,923,374 | | | 46.81 | | 1,923,374 | | 9,248,537 |

| Total | | 6,029,927 | | | 47.07 | | 6,029,927 | | |

On January 23, 2019, the Board authorized the repurchase by the company of up to a total of 50 million shares.

This repurchase authorization replaced all previous authorizations.

| | | | | | | | | | | | | | | | | | | |

| BLL | | $ | 100.00 | | $ | 133.09 | | $ | 143.05 | | $ | 148.7 | | $ | 151.34 | | $ | 185.62 |

| S&P 500 | | | 100.00 | | | 111.39 | | | 110.58 | | | 121.13 | | | 144.65 | | | 135.63 |

| DJ US Containers & Packaging | | | 100.00 | | | 112.91 | | | 106.35 | | | 123.86 | | | 144.55 | | | 115.42 |

[removed: Five-Year] [added: Five-Year] Review of Selected Financial [removed: Data][added: Data]

[removed: Ball Corporation][added: Ball Corporation]

| [removed: ($] [added: ($] in millions, except per share [removed: amounts)] [added: amounts)] | [added: ​] | [removed: 2018] [added: 2019] | | [added: ​] | [removed: 2017] [added: 2018] | | [added: ​] | [removed: 2016] [added: 2017] | | [added: ​] | [removed: 2015] [added: 2016] | | [added: ​] | [removed: 2014] [added: 2015] | |

| Net sales | [added: ​] | $ | [removed: 11,635] [added: 11,474] | [added: ​] | $ | [removed: 10,983] [added: 11,635] | [added: ​] | $ | [removed: 9,061] [added: 10,983] | [added: ​] | $ | [removed: 7,997] [added: 9,061] | [added: ​] | $ | [removed: 8,570] [added: 7,997] |

| Earnings before interest and taxes (EBIT) | [added: ​] | $ | [removed: 935] [added: 932] | [added: ​] | $ | [removed: 802] [added: 935] | [added: ​] | $ | [removed: 463] [added: 802] | [added: ​] | $ | [removed: 606] [added: 463] | [added: ​] | $ | [removed: 839] [added: 606] |

| Total interest expense | [added: ​] | [added: ​] | [added: (324) | ​ | ​ |] (302) | [added: ​] | [added: ​] | (288) | [added: ​] | [added: ​] | (338) | [added: ​] | [added: ​] | (260) | [removed: | | (193) |]

| Earnings before taxes | [added: ​] | $ | [removed: 633] [added: 608] | [added: ​] | $ | [removed: 514] [added: 633] | [added: ​] | $ | [removed: 125] [added: 514] | [added: ​] | $ | [removed: 346] [added: 125] | [added: ​] | $ | [removed: 646] [added: 346] |

| Net earnings attributable to Ball Corporation [removed: (a)] [added: _(a)_] | [added: ​] | $ | [removed: 454] [added: 566] | [added: ​] | $ | [removed: 374] [added: 454] | [added: ​] | $ | [removed: 263] [added: 374] | [added: ​] | $ | [removed: 281] [added: 263] | [added: ​] | $ | [removed: 470] [added: 281] |

| Basic earnings per share [removed: (a)] [added: _(a)_] | [added: ​] | $ | [removed: 1.32] [added: 1.71] | [added: ​] | $ | [removed: 1.07] [added: 1.32] | [added: ​] | $ | [removed: 0.83] [added: 1.07] | [added: ​] | $ | [removed: 1.02] [added: 0.83] | [added: ​] | $ | [removed: 1.70] [added: 1.02] |

| Weighted average common shares outstanding (000s) | [added: ​] | [added: ​] | [added: 331,102 | ​ | ​ |] 344,796 | [added: ​] | [added: ​] | 350,269 | [added: ​] | [added: ​] | 316,542 | [added: ​] | [added: ​] | 274,600 | [removed: | | 277,016 |]

| Diluted earnings per share [removed: (a)] [added: _(a)_] | [added: ​] | $ | [removed: 1.29] [added: 1.66] | [added: ​] | $ | [removed: 1.05] [added: 1.29] | [added: ​] | $ | [removed: 0.81] [added: 1.05] | [added: ​] | $ | [removed: 1.00] [added: 0.81] | [added: ​] | $ | [removed: 1.65] [added: 1.00] |

| Diluted weighted average common shares outstanding (000s) | [added: ​] | [added: ​] | [added: 340,121 | ​ | ​ |] 352,321 | [added: ​] | [added: ​] | 356,985 | [added: ​] | [added: ​] | 322,884 | [added: ​] | [added: ​] | 281,968 | [removed: | | 284,860 |]

| Total assets | [added: ​] | $ | [removed: 16,554] [added: 17,360] | [added: ​] | $ | [removed: 17,169] [added: 16,554] | [added: ​] | $ | [removed: 16,173] [added: 17,169] | [added: ​] | $ | [removed: 9,697] [added: 16,173] | [added: ​] | $ | [removed: 7,535] [added: 9,697] |

| Total interest bearing debt and capital lease obligations | [added: ​] | $ | [removed: 6,729] [added: 7,817] | [added: ​] | $ | [removed: 6,971] [added: 6,729] | [added: ​] | $ | [removed: 7,532] [added: 6,971] | [added: ​] | $ | [removed: 5,051] [added: 7,532] | [added: ​] | $ | [removed: 3,133] [added: 5,051] |

| Cash dividends per share | [added: ​] | $ | [removed: 0.400] [added: 0.55] | [added: ​] | $ | [removed: 0.365] [added: 0.40] | [added: ​] | $ | [removed: 0.26] [added: 0.365] | [added: ​] | $ | 0.26 | [added: ​] | $ | 0.26 |

| Total cash provided by operating activities [removed: (c)] [added: _(c)_] | [added: ​] | $ | [removed: 1,566] [added: 1,548] | [added: ​] | $ | [removed: 1,478] [added: 1,566] | [added: ​] | $ | [removed: 193] [added: 1,478] | [added: ​] | $ | [removed: 1,037] [added: 193] | [added: ​] | $ | [removed: 1,060] [added: 1,037] |

| [removed: Non-GAAP] [added: Non-U.S. GAAP] Measures [removed: (b)] [added: _(b)_] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] |

| Comparable operating earnings | [added: ​] | $ | [removed: 1,290] [added: 1,331] | [added: ​] | $ | [removed: 1,220] [added: 1,290] | [added: ​] | $ | [removed: 976] [added: 1,220] | [added: ​] | $ | [removed: 801] [added: 976] | [added: ​] | $ | [removed: 920] [added: 801] |

| Comparable net earnings | [added: ​] | $ | [removed: 775] [added: 861] | [added: ​] | $ | [removed: 728] [added: 775] | [added: ​] | $ | [removed: 563] [added: 728] | [added: ​] | $ | [removed: 490] [added: 563] | [added: ​] | $ | [removed: 553] [added: 490] |

| Diluted earnings per share (comparable basis) | [added: ​] | $ | [removed: 2.20] [added: 2.53] | [added: ​] | $ | [removed: 2.04] [added: 2.20] | [added: ​] | $ | [removed: 1.74] [added: 2.04] | [added: ​] | $ | 1.74 | [added: ​] | $ | [removed: 1.94] [added: 1.74] |

| Free cash flow [removed: (c)] [added: _(c)_] | [added: ​] | $ | [removed: 750] [added: 950] | [added: ​] | $ | [removed: 922] [added: 750] | [added: ​] | $ | [removed: (413)] [added: 922] | [added: ​] | $ | [removed: 509] [added: (413)] | [added: ​] | $ | [removed: 669] [added: 509] |

[added: | _(a)_ | _Includes business consolidation and other activities and other items affecting comparability between years.] Additional details regarding the [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] items are available in Note 6 to the consolidated financial statements within Item 8 of this Annual Report on Form [removed: 10-K.][added: 10-K._ |]

[removed: (b)Non-U.S.] [added: | _(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. [added: See below for reconciliations of non-U.S. GAAP financial measures to U.S. GAAP measures. Further discussion of non-U.S. GAAP financial measures is available in Item 7 of this Annual Report on Form 10-K under Management Performance Measurements and Other Liquidity Measures._ |]

| [removed: |] (c) | [removed: | Amounts] [added: _Amounts] in 2017, [removed: 2016, 2015] [added: 2016] and [removed: 2014] [added: 2015] have been retrospectively adjusted to reflect the adoption of new accounting guidance [added: for the preparation of the statement of cash flows] that was effective January 1, 2018. Cash provided by operating activities was increased by $30 [removed: and $48] million in 2015 [removed: and 2014, respectively,] as a result of adopting the new accounting [removed: guidance. See Notes 2 and 7 to the consolidated financial statements within Item 8 of this Annual Report on Form 10-K for further details.] [added: guidance._] |

| [removed: ($] [added: ($] in [removed: millions)] [added: millions)] | | [removed: 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | |

| Net earnings attributable to Ball Corporation | [added: ​] | $ | [removed: 454] [added: 566] | [added: ​] | $ | [removed: 374] [added: 454] | [added: ​] | $ | [removed: 263] [added: 374] | [added: ​] | $ | [removed: 281] [added: 263] | [added: ​] | $ | [removed: 470] [added: 281] |

| Add: Net earnings attributable to noncontrolling interests | [added: ​] | [added: ​] | [added: (30) | ​ | ​ |] (1) | [added: ​] | [added: ​] | 6 | [added: ​] | [added: ​] | 3 | [added: ​] | [added: ​] | 22 | [removed: | | 28 |]

| Net earnings | [added: ​] | [added: ​] | [added: 536 | ​ | ​ |] 453 | [added: ​] | [added: ​] | 380 | [added: ​] | [added: ​] | 266 | [added: ​] | [added: ​] | 303 | [removed: | | 498 |]

| Less: Equity in results of affiliates, net of tax | [added: ​] | [added: ​] | [added: 1 | ​ | ​ |] (5) | [added: ​] | [added: ​] | (31) | [added: ​] | [added: ​] | (15) | [added: ​] | [added: ​] | (4) | [removed: | | (2) |]