Ball (BALL) 10-K risk factor changes: FY2021 vs FY2020

The company had $7.8 billion of interest-bearing debt at December 31, [removed: 2020.][added: 2021.]

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

We derived approximately [removed: 46] [added: 47] percent of our consolidated net sales from outside of the U.S. for the year ended December 31, [removed: 2020.][added: 2021.]

The company’s financial results and capital ratios are therefore sensitive to movements in [removed: foreign] [added: currency] exchange rates.

We primarily use forward contracts and options to manage our currency exposures and, as a result, we experience gains and losses on these derivative positions [added: which are] offset, in part, by the impact of currency fluctuations on existing assets and liabilities.

_We are vulnerable to fluctuations [added: and disruptions] in the supply and price of raw materials._

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

While all such materials [added: and supplies] are available from independent suppliers, [removed: raw materials] [added: they] are subject to fluctuations in price and availability attributable to a number of factors, including general economic conditions, commodity price fluctuations (particularly aluminum on the London Metal Exchange), the demand by other industries for the same raw materials and the availability of complementary and substitute materials.

Due to the fixed-price [removed: contracts and derivative activities, while increasing raw material costs may not impact our near-term profitability,] [added: contracts,] increased prices could decrease our sales volume over time.

The percentage-of-completion method of accounting involves the use of various estimating techniques to project revenues and costs at completion and various assumptions and projections [removed: relative] [added: related] to the outcome of future events, including the quantity and timing of product deliveries, future labor performance and rates, and material and overhead costs.

We have a significant amount of goodwill recorded on our consolidated balance sheet as of December 31, [removed: 2020.][added: 2021.]

U.S. GAAP and SEC accounting and reporting changes are [removed: common and have become more frequent and significant over the past several years.][added: common.]

As of December 31, [removed: 2020,] [added: 2021,] the company had no material weaknesses.

_We face risks related to health epidemics, pandemics and other outbreaks, including the [removed: current] [added: ongoing] COVID-19 pandemic, which could adversely affect our business._

The circumstances of the [removed: current] [added: ongoing] COVID-19 pandemic and responses thereto continue to evolve.

However, COVID-19 [added: and its related variants] could give rise to circumstances that cause one or more of the following risk factors to occur:

_Increased information technology (IT) security threats and more sophisticated and targeted computer crime could pose a risk to our systems, networks, products, solutions and [removed: services._][added: services, as well as those of our suppliers and customers._]

The company’s IT systems, or any third party’s system on which the company relies, [added: as well as those of our suppliers and customers,] could fail on their own accord or may be vulnerable to a variety of interruptions or shutdowns, including interruptions or shutdowns due to natural disasters, power outages or telecommunications failures, terrorist attacks or failures during the process of upgrading or replacing software or hardware.

Increased global IT security threats and more sophisticated and targeted computer crime also pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our [removed: data.][added: data, as well as to the security and data of our suppliers and customers.]

While we attempt to mitigate all of these risks [added: to our networks, systems and data] by employing a number of measures, including employee training, comprehensive monitoring of our networks and systems, and maintenance of backup and protective systems, our systems, networks, products, solutions and services remain potentially vulnerable to advanced persistent threats or other IT disruptions.

As of December 31, [removed: 2020, 12] [added: 2021, 13] percent of our North American employees and [removed: 54] [added: 37] percent of our European employees were covered by collective bargaining agreements.

| | ● | inflation of direct input costs; |

Global supply chain disruptions can negatively impact our results.

The delayed timing in recovering the pass-through of increasing raw material costs may also impact our short-term profitability and certain costs due to price increases or supply chain inefficiencies may be unrecoverable, which would also impact our profitability.

In addition, in view of recent increases in our raw material and other production costs, we initiated a comprehensive cost pass-through program across all our businesses last year, which is ongoing, to seek to recover from our customers the full amount of those cost increases over time.

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

​

In particular, the changes proposed by the new U.S. administration, including increasing the U.S. corporate income tax rate from 21 percent to 28 percent, doubling the rate of tax on certain earnings of non-U.S. subsidiaries and the imposition of a 15 percent minimum tax on worldwide book income, could materially affect the company’s financial results if enacted.

_Significant developments stemming from the U.K.’s withdrawal from the E.U. could have a material adverse effect on us._

The United Kingdom formally withdrew from the European Union on January 31, 2020, and entered into the E.U.-UK Trade and Cooperation Agreement on December 24, 2020.

Our businesses could be affected in a number of ways, such as supply chain constraints including delays in importing and exporting products into and out of the U.K., increased material costs due to rising tariffs, effects on employee mobility and increased costs of doing business in the U.K.

The withdrawal of the U.K. from the E.U., along with other events that could occur in the future, may cause significant volatility in global financial markets, including in global currency and debt markets.

These developments could cause a slowdown in economic activity in the U.K., Europe or globally, which could adversely affect our operating results and growth prospects.

These possible negative impacts, and others resulting from the U.K.’s withdrawal from the E.U., may adversely affect our operating results and growth prospects.

_Management’s discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes included [removed: in Item 8 of] [added: in_ [_Item 8_](#Item8FinancialStatementsandSupplementary) _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.

| | ● | Maximizing value in our existing businesses by expanding specialty container production across our global plant network to meet current [removed: demand and] [added: demand,] improving efficiencies [added: and amplifying our sustainability credentials through Aluminum Stewardship Initiative certification] in our [removed: beverage] [added: global aluminum] container and end facilities in North America, South America and Europe; leveraging plant floor and integrated planning systems to reduce costs and manage contractual provisions across our diverse customer base; successfully acquiring and integrating a large global aluminum beverage business and regional aluminum aerosol facility while also divesting underperforming [removed: steel food and steel aerosol packaging assets in North and South America and four beverage packaging facilities in China;] [added: assets;] and in the [removed: 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; |

| | ● | 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: 45] [added: 50] percent of our global beverage packaging mix; aligning with [removed: spiked seltzer and craft brewers, sparkling and still water fillers, wine producers] [added: growing beverage categories] and other new beverage producers who continue to use aluminum beverage containers to grow their business; and in our [removed: new] aluminum cup business, [added: establishing partnerships with restaurants and event venues and] utilizing online platforms and North American retailers to provide infinitely recyclable aluminum cups directly to [removed: consumers;] [added: consumers.] |

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

| | ● | Leveraging our technological expertise in packaging innovation, including the introduction of 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 [removed: 20] [added: 30] percent over a standard aluminum aerosol can, as well as our investment in cyber, data analytics methane monitoring, 5G and LIDAR capabilities to further enhance our aerospace technical expertise across a broader customer portfolio. |

Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: [of] [added: of] the company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2019,](https://www.sec.gov/ix?doc=/Archives/edgar/data/9389/000155837020001005/bll-20191231x10k1a847a.htm)] [added: 2020, as] filed on February [removed: 19, 2020,] [added: 17, 2021,] for a comparison of our [removed: 2019] [added: 2020] results of operations to the [removed: 2018] [added: 2019] results.

The [added: ongoing] novel coronavirus (COVID-19) had a [removed: material] [added: significant] effect upon the global business environment during the year ended December 31, [removed: 2020.][added: 2021.]

This designation allowed Ball to operate its manufacturing facilities throughout [removed: 2020,] [added: 2021,] and it is expected that Ball will continue to operate its facilities without disruption in the foreseeable future.

However, [removed: countries] [added: jurisdictions] around the globe have issued stay-at-home orders and mandated operational closures of non-essential [removed: businesses,] [added: businesses and other restrictions,] which [removed: has] [added: have] impacted certain of our customers by constraining some supply of products to certain consumers.

The risks that COVID-19 [removed: continues] [added: and its related variants continue] to present to Ball’s business have been outlined in [removed: Item] [added: [Item] 1.

Risk [removed: Factors] [added: Factors](#Item1ARiskFactors_344823)] and [removed: Note 1] [added: [Note 1](#Note1)] to the consolidated financial statements within Item 8 of this annual report.

| ($ in millions) | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | |

| Net sales | ​ | $ | [removed: 11,781] [added: 13,811] | ​ | $ | [removed: 11,474] [added: 11,781] | ​ | $ | [removed: 11,635] [added: 11,474] | ​ |

| Net earnings attributable to Ball Corporation | ​ | ​ | [removed: 585] [added: 878] | ​ | ​ | [removed: 566] [added: 585] | ​ | ​ | [removed: 454] [added: 566] | ​ |

| Net earnings attributable to Ball Corporation as a % of net sales | ​ | ​ | [removed: 5] [added: 6] | % | ​ | 5 | % | ​ | [removed: 4] [added: 5] | % |

Cost of sales, excluding depreciation and amortization, was [removed: $9,323] [added: $11,085] million in [removed: 2020] [added: 2021] compared to [removed: $9,203] [added: $9,323] million in [removed: 2019.][added: 2020.]

These amounts represented [removed: 79] [added: 80] percent and [removed: 80] [added: 79] percent of consolidated net sales for the years ended [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

Depreciation and amortization expense was [removed: $668] [added: $700] million in [removed: 2020] [added: 2021] compared to [removed: $678] [added: $668] million in [removed: 2019.][added: 2020.]

These amounts represented [added: 5 percent and] 6 percent of consolidated net sales for the years ended [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020, respectively.]

Amortization expense in [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] included [removed: $150] [added: $152] million and [removed: $155] [added: $150] million, respectively, for the amortization of acquired Rexam intangibles.

Selling, general and administrative (SG&A) expenses were [removed: $525] [added: $593] million in [removed: 2020] [added: 2021] compared to [removed: $417] [added: $525] million in [removed: 2019.][added: 2020.]

These amounts represented 4 percent of consolidated net sales for [removed: both years.][added: 2021 and 2020, respectively.]

[removed: Personnel] [added: The increase in SG&A expenses was primarily due to higher personnel] and other costs [removed: increased year over year] to support growth investments.

Business consolidation costs and other activities were [removed: $262] [added: $142] million in [removed: 2020] [added: 2021] compared to [removed: $244] [added: $262] million in [removed: 2019.][added: 2020.]

These amounts represented [added: 1 percent and] 2 percent of consolidated net sales for [removed: both years.][added: 2021 and 2020, respectively.]

Total interest expense was [removed: $316] [added: $283] million in [removed: 2020] [added: 2021] compared to [removed: $324] [added: $316] million in [removed: 2019.][added: 2020.]

Interest expense, excluding the effect of debt refinancing and other costs, as a percentage of average borrowings decreased by approximately [removed: 85] [added: 10] basis points from [removed: 4.4] [added: 3.5] percent [removed: in 2019] [added: 2020] to [removed: 3.5] [added: 3.4] percent in [removed: 2020] [added: 2021] due to the drop in global interest rates.

The company’s effective tax rate is affected by recurring items such as income earned in [removed: foreign] [added: non-U.S.] jurisdictions with tax rates that differ from the U.S. tax rate and by discrete items that may occur in any given year but are not consistent from year to year.

The [removed: 2020] [added: 2021] effective income tax rate was [removed: 14.4] [added: 15.5] percent compared to [removed: 11.7] [added: 14.4] percent for [removed: 2019.][added: 2020.]

As compared with the statutory U.S. federal income tax rate of 21 percent, the [removed: 2020] [added: 2021] effective rate was reduced by [removed: 6.8] [added: 3.2] percent for [removed: equity compensation benefits,] [added: the impact of non-U.S. rate differences including tax holidays,] by [removed: 5.7] [added: 5.0] percent for the impact of the U.S. R&D [removed: credit] [added: credit,] and by [removed: 2] [added: 1.9] percent for [removed: various] [added: the change in] uncertain tax [removed: positions.][added: positions including interest and penalties.]

These reductions were partially offset by an increase of [removed: 3.4] [added: 1.8] percent for the [removed: impact of foreign exchange fluctuations on certain deferred tax assets.][added: GILTI inclusion.]

The [removed: 2020] [added: 2021] effective income tax rate was also increased by [removed: 2.6] [added: 4.3] percent for enacted changes [removed: to tax rates] in [removed: the UK] [added: tax laws] and [removed: by 2.3 percent for the impact of non-deductible goodwill.][added: rates.]

Further details of taxes on [removed: income] [added: income, including impacts of the U.S. tax reform,] are [removed: included] [added: provided] in [removed: Note 16] [added: [Note 16](#Note16TaxesonIncome)] to the consolidated financial statements within Item 8 of this annual report.

| ($ in millions) | ​ | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | |

| Net sales | ​ | $ | [removed: 5,076] [added: 5,856] | ​ | $ | [removed: 4,758] [added: 5,076] | ​ | $ | [removed: 4,626] [added: 4,758] | ​ |

| Comparable operating earnings | ​ | ​ | [removed: 683] [added: 681] | ​ | ​ | [removed: 555] [added: 683] | ​ | ​ | [removed: 551] [added: 555] | ​ |

[removed: | (a) | _Further] [added: Additional] details [removed: of these items] [added: about our debt] are [removed: included] [added: available] in [removed: Note 6] [added: [Note 15](#Note15DebtandInterestCosts)] to the consolidated financial statements within Item 8 of this annual [removed: report._ |][added: report.]

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

| ($ in millions) | [removed: 2020] [added: ​] | [added: 2021] | | [removed: 2019] | [added: 2020] | | [removed: 2018] | [added: 2019] | | [added: |]

| Net sales | [added: ​ |] $ | [removed: 2,945] [added: 3,509] | ​ | $ | [removed: 2,857] [added: 2,945] | ​ | $ | [removed: 2,809] [added: 2,857] | ​ |

Sales in 2021 were $2,030 million higher compared to 2020 primarily as a result of increased sales volumes, pass through of higher aluminum prices, improved price/mix and favorable exchange rates.

Net earnings attributable to Ball Corporation in 2021 were $293 million higher than 2020 primarily due to increased sales volumes and favorable price/mix in our beverage packaging, North and Central America, segment, lower business consolidation and other activities, lower total interest expense, and higher earnings from equity in results of affiliates, partially offset by the tax effect of higher earnings and higher personnel, startup, and other costs to support growth investments, and the timing of contractual non-aluminum input cost recovery.

The increase year-over-year is primarily due to general inflationary cost pressures from limited supply of raw materials and global supply chain transportation disruptions.

To mitigate these recent cost trends, we have established a commercial cost recovery program that is designed to help us recover a significant portion of those cost increases that fall outside our normal customer contracts.

The amounts in 2021 included a non-cash pension settlement charge of $135 million and gains resulting from Brazilian indirect tax rulings of $22 million.

The charges in 2020 included a non-cash pension settlement charge of $120 million, a non-cash impairment charge of $62 million related to the goodwill of our beverage packaging, other, reporting unit, an adjustment of $15 million to the selling price of the company’s former steel food and steel aerosol business and a $23 million write-off of the potential future consideration related to the 2019 sale of the company’s former China beverage packaging business.

Similar impacts may occur in future periods, but given their inherent uncertainty, the company is unable to reasonably estimate their potential future impacts.

Segment sales in 2021 were $780 million higher compared to 2020 primarily due to 4 percent volume growth, the pass through of higher aluminum prices and improved price/mix.

Comparable operating earnings in 2021 were $2 million lower compared to 2020 primarily due to the timing of contractual non-aluminum input cost recovery, startup costs associated with three new multi-line manufacturing plants and operational inefficiencies from persistent supply chain disruptions, partially offset by higher specialty volumes and improved customer contractual terms.

Segment sales in 2021 were $564 million higher compared to 2020 primarily due to 8 percent volume growth, the pass through of higher aluminum prices and favorable exchange rates.

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Segment sales in 2021 were $321 million higher compared to 2020 primarily due to 3 percent volume growth and the pass through of higher aluminum prices.

Comparable operating earnings in 2021 were $68 million higher compared to 2020 primarily related to higher sales volumes and favorable mix.

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

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

Segment sales in 2021 were $170 million higher compared to 2020, and comparable operating earnings were $16 million higher, primarily due to the company’s new program wins, backlog growth and related backlog liquidation through contract performance.

The actual amount of funding received in the future may be higher or lower than our estimate of potential contract value.

References to volume data represent units shipped.

The company considers certain accounting estimates to be critical, as their application is made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on the financial condition or results of operations.

Detailed below is a discussion of why, to the extent the estimate is material, these estimates are subject to uncertainty and the sensitivity of the reported amounts to the methods, assumptions, and estimates underlying the estimate’s calculation.

_Revenue Recognition in the Aerospace Segment_

Sales under fixed-price long-term contracts in the aerospace segment are primarily recognized using percentage-of-completion accounting under the cost-to-cost method.

The company believes the accounting estimates related to revenue recognition in its aerospace segment are critical accounting estimates because they are highly reliant upon estimation throughout the segment’s contracts with its customers.

The recognition of revenue requires significant estimation on the part of management, including estimating techniques to project revenues and costs at completion and various assumptions and projections related to the outcome of future events, and evaluation of estimates of total contract revenue, total contract cost, and extent of progress toward completion.

Aside from estimation of total contract cost and progress towards completion, total revenues in our aerospace segment are subject to uncertainty due to the total amount that will be paid by the customer giving rise to variable consideration.

The primary types of variable consideration present in the company’s contracts are cost reimbursements, performance award fees, incremental funding and finalization of government rates.

The company’s accounting policy around revenue recognition in its aerospace segment and further details of estimates used in revenue recognition in its aerospace segment can be found in [Note 1](#NotestotheConsolidatedFinancialStatement) and [Note 5](#Note5RevenuefromContractswithCustomers), respectively, to the consolidated financial statements within Item 8 of this annual report.

_Defined Benefit Pension Plans_

The company has defined benefit plans which require management to make assumptions relating to the long-term rate of return on plan assets, discount rates used to determine the present value of future obligations and expenses, salary inflation rates, mortality rates and other assumptions.

The company believes the accounting estimates related to its pension plans are critical accounting estimates because several of the company’s defined benefit plans have significant asset and liability balances, and because the assumptions used are highly susceptible to change from period to period based on the performance of plan assets, actuarial valuations, market conditions and contracted benefit changes.

These assumptions do not change during the company’s fiscal year unless a remeasurement event occurs in one of the plans, such as a significant settlement.

The assumptions used in accounting for the company’s defined benefit plans and how they have changed over time, as well as the sensitivity of the plans to changes in their related assumptions, can be found in [Note 17](#Note17EmployeeBenefitObligations) to the consolidated financial statements within Item 8 of this annual report.

Cash flows provided by operating activities were $1,760 million in 2021, primarily driven by net earnings, depreciation and amortization of $700 million, business consolidation and other costs of $142 million and working capital inflows of $120 million, partially offset by pension contributions of $207 million.

Cash outflows from investing activities were $1,639 million in 2021 predominantly driven by $1.7 billion in capital expenditures, partially offset by $110 million received for the sale of our minority-owned investment in South Korea.

Cash outflows from financing activities were $894 million in 2021, primarily driven by net share purchases of $719 million, the repayment of $748 million of 5% senior notes and common stock dividends of $229 million, partially offset by the issuance of $850 million of 3.125% senior notes.

During 2021, Ball issued $850 million of 3.125% senior notes due in 2031 and redeemed the outstanding 5% senior notes due in March 2022 in the amount of $748 million.

Some of Ball’s loan agreements use the London Inter-Bank Offered Rate (LIBOR) in determining interest rates.

The company is currently evaluating the impact that the transition from its LIBOR-based interest rate loan agreements to Secured Overnight Financing Rate (SOFR) based interest rate agreements will have on its consolidated financial statements.

Based on our most current understanding, the LIBOR to SOFR transition is not expected to have a material impact on our financial condition, results of operations or cash flows.

​

Prior Forms 10-K have not been restated to reflect changes to Ball’s internal reporting structure that were effective January 1, 2020.

Sales in 2020 were $307 million higher compared to 2019 primarily as a result of increased sales volumes in our beverage packaging segments and increased sales in our aerospace segment, partially offset by the pass through of lower aluminum prices, the sale of the China beverage packaging can business in the third quarter of 2019 and the sale of the Argentine steel aerosol business in the fourth quarter of 2019.

Net earnings attributable to Ball Corporation in 2020 were $19 million higher than 2019 primarily due to higher comparable operating earnings for reportable segments and lower interest expense, partially offset by higher business consolidation and debt refinancing costs and a higher effective tax rate.

These items are not expected to recur.

Effective January 1, 2020, Ball implemented changes to its management and internal reporting structure for cost reduction and operational efficiency purposes.

As a result of these changes, the company’s plants in Cairo, Egypt, and Manisa, Turkey, are now included in the beverage packaging, Europe, Middle East and Africa (beverage packaging, EMEA), segment.

In addition, the company’s operations in India and Saudi Arabia are now combined with the former non-reportable beverage packaging, Asia Pacific, operating segment as a new non-reportable beverage packaging, other, operating segment.

The company’s segment results and disclosures for the years ended December 31, 2019 and 2018, have been retrospectively adjusted to conform to the current year presentation.

| Business consolidation and other activities _(a)_ | ​ | ​ | (5) | ​ | ​ | (14) | ​ | ​ | (6) | ​ |

| Amortization of acquired Rexam intangibles | ​ | ​ | (27) | ​ | ​ | (29) | ​ | ​ | (31) | ​ |

| Total segment earnings | ​ | $ | 651 | ​ | $ | 512 | ​ | $ | 514 | ​ |

| --- | --- |

Segment sales in 2020 were $318 million higher compared to 2019.

The increase in 2020 was primarily due to higher volumes, higher specialty mix and improved customer contractual terms, partially offset by lower aluminum prices.

We cannot predict the impact on sales that will result from future changes in aluminum input prices.

Comparable operating earnings in 2020 were $128 million higher compared to 2019 primarily due to higher sales volumes, higher specialty mix, benefits from improved customer contractual terms and improved operating performance, partially offset by increased capacity expansion and labor costs.

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| *​* | *​* | ​ | ​ | *​* | ​ | ​ | *​* | ​ | ​ |

| Business consolidation and other activities _(a)_ | ​ | (10) | ​ | ​ | (39) | ​ | ​ | (49) | ​ |

| Amortization of acquired Rexam intangibles | ​ | (64) | ​ | ​ | (67) | ​ | ​ | (73) | ​ |

| Total segment earnings | $ | 280 | ​ | $ | 245 | ​ | $ | 206 | ​ |

Segment sales in 2020 were $88 million higher compared to 2019.

The increase in 2020 was primarily due to higher sales volumes and improved customer and specialty mix, partially offset by the pass through of lower aluminum prices.

Comparable operating earnings in 2020 were $3 million higher compared to 2019 primarily due to higher sales volumes and improved customer and specialty mix, partially offset by higher labor and warehousing costs and intermittent production line downtime during the second quarter of 2020.

| Business consolidation and other activities _(a)_ | ​ | ​ | 1 | ​ | ​ | 15 | ​ | ​ | 11 | ​ |

| Amortization of acquired Rexam intangibles | ​ | ​ | (55) | ​ | ​ | (56) | ​ | ​ | (56) | ​ |

| Total segment earnings | ​ | $ | 226 | ​ | $ | 247 | ​ | $ | 268 | ​ |

Segment sales in 2020 were $25 million higher compared to 2019.

The increase in 2020 was primarily related to higher volumes, partially offset by regional pricing and the pass through of lower aluminum prices.

Comparable operating earnings in 2020 were $8 million lower compared to 2019 primarily related to adverse cost absorption due to intermittent production line downtime in the second quarter of 2020 and regional pricing, partially offset by increased sales volumes.

The increase in sales and operating earnings for 2020 was primarily the result of increases from significant U.S. national defense contracts.

Based on the above definitions, our calculations of comparable operating earnings, comparable net earnings, comparable diluted earnings per share and free cash flow are summarized as follows:

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| Net earnings (loss) attributable to noncontrolling interests, net of tax | ​ | (3) | ​ | ​ | (30) | ​ | ​ | (1) |

| Net earnings | ​ | 582 | ​ | ​ | 536 | ​ | ​ | 453 |

| Equity in results of affiliates, net of tax | ​ | 6 | ​ | ​ | 1 | ​ | ​ | (5) |

| Tax provision (benefit) | ​ | 99 | ​ | ​ | 71 | ​ | ​ | 185 |

We manage commodity price risk in connection with market price fluctuations of aluminum [removed: ingot] through two different methods.

First, we enter into container sales contracts that include [removed: aluminum ingot-based] [added: aluminum-based] pricing terms that generally reflect the same price fluctuations included in commercial purchase contracts for aluminum sheet.

The terms include fixed, floating or pass-through aluminum [removed: ingot] component pricing.

Our objective in managing exposure to interest rate changes is to minimize the impact of interest rate changes on earnings and cash flows and to minimize our overall borrowing [added: and receivables factoring] costs.

Interest rate instruments held by the company at December 31, [removed: 2020,] [added: 2021,] included pay-fixed interest rate swaps [added: and options] which effectively convert variable rate obligations to fixed-rate instruments.

Based on our interest rate exposure at December 31, [removed: 2020,] [added: 2021,] 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 after-tax reduction in net earnings over a one-year period.

Considering the company’s derivative financial instruments outstanding at December 31, [removed: 2020,] [added: 2021,] and the various currency exposures, a hypothetical 10 percent reduction (U.S. dollar [removed: strengthening, mainly against the Russian ruble)] [added: strengthening)] in currency exchange rates compared to the U.S. dollar would result in an estimated [removed: $12] [added: $13] million after-tax reduction in net earnings over a one-year period.

This hypothetical adverse change in [added: the U.S. dollar’s] currency exchange rates would also [removed: reduce] [added: increase] our forecasted average debt balance by [removed: $256] [added: $227] million.

In [removed: 2020,] [added: 2021,] our total consolidated net sales were [removed: $11.8] [added: $13.8] billion.

Our packaging businesses were responsible for [removed: 85] [added: 86] percent of our net sales, with the remaining [removed: 15] [added: 14] percent contributed by our aerospace business.

Our largest product line is aluminum beverage containers and we also produce extruded aluminum aerosol containers, [added: recloseable] aluminum [added: bottles across multiple consumer categories, aluminum] slugs and aluminum cups.

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

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

From time to time, we have evaluated and expect to continue to evaluate possible transactions that we believe will benefit the company and our shareholders, which may include strategic acquisitions, divestitures of parts of our company or [removed: joint ventures.][added: equity investments.]

At any [removed: time] [added: time,] we may be engaged in discussions or negotiations with respect to possible transactions or may have entered into non-binding letters of intent.

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

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

[removed: And our] [added: Our] commitment extends beyond our walls.

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

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

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

In contrast, only [removed: nine] [added: 10] percent of all plastic ever produced has been recycled and [removed: mostly, it’s] [added: is mostly] only [removed: down-cycled.][added: downcycled.]

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

In [removed: 2019,] [added: 2021,] Ball and its employees donated [removed: nearly $7.5] [added: over $5] million [added: supporting more than 2,900 non-profits] and logged more than [removed: 38,500] [added: 24,000] hours of volunteer service to non-profit organizations centered on building sustainable communities through recycling, [removed: STEM] education, and disaster preparedness and relief initiatives.

Ball also has investments in the U.S., Guatemala, [removed: Panama, South Korea] [added: Panama] and Vietnam that are accounted for using the equity method of accounting and, accordingly, those results are not included in segment sales or earnings.

[removed: Financial] [added: Additional financial] information related to each of our segments is included in [removed: Note 3] [added: [Item 7.](#Item7ManagementsDiscussionandAnalysisofF) Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in [Note 3](#Note3BusinessSegmentInformation)] to the consolidated financial statements within Item 8 of this Annual Report on Form 10-K (annual report).

Beverage packaging, North and Central America, is Ball’s largest segment, accounting for [removed: 43] [added: 42] percent of consolidated net sales in [removed: 2020.][added: 2021.]

Aluminum beverage containers and ends are produced at [removed: 18] [added: 20] manufacturing facilities in the U.S., one in Canada and two in Mexico.

The beverage packaging, North and Central America, segment also includes interests in [removed: three joint ventures] [added: four investments] that are accounted for using the equity method.

[removed: The] [added: In 2021, the] company [removed: has announced plans to expand] [added: began production in] its [removed: network to] [added: new plants in Glendale, Arizona,] Pittston, Pennsylvania, and Bowling Green, Kentucky.

According to publicly available information and company estimates, the North American beverage container industry represents approximately [removed: 121] [added: 133] billion units.

[removed: Five] [added: Six] companies manufacture substantially all of the aluminum beverage containers in the U.S., Canada and Mexico.

Ball shipped approximately [removed: 51] [added: 54] billion aluminum beverage containers in North [added: and Central] America in [removed: 2020,] [added: 2021,] which represented approximately [removed: 42] [added: 41] percent of the aggregate shipments in these countries.

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

The beverage packaging, EMEA, segment accounted for 25 percent of Ball’s consolidated net sales in [removed: 2020.][added: 2021.]

Our [added: EMEA region] operations [removed: consist of] [added: include] 17 facilities throughout Europe, three facilities in Russia and one facility each in Cairo, Egypt, and Manisa, Turkey.

For the countries in which we operate, the beverage container market is approximately [removed: 80] [added: 93] billion containers, and we are the largest producer with an estimated [removed: 43] [added: 41] percent of shipments in this region.

Our EMEA beverage facilities shipped [removed: 35] [added: 38] billion beverage containers in [removed: 2020,] [added: 2021,] the vast majority of which were [removed: produced] [added: made] from aluminum.

The company has announced plans to construct [removed: an] additional [removed: plant] [added: plants] in Pilsen, Czech [removed: Republic.][added: Republic, Ulyanovsk, Russia, and Northamptonshire, U.K.]

Historically, sales volumes of metal beverage containers in EMEA tend to be highest during the period from May through [removed: August] [added: August,] with a smaller increase in demand leading up to the winter holiday season in the U.K. offset by much lower demand in Russia.

[removed: Five] [added: Six] aluminum suppliers provide almost all of our aluminum can and end sheet requirements.

The beverage packaging, South America, segment accounted for [removed: 14] [added: 15] percent of Ball’s consolidated net sales in [removed: 2020.][added: 2021.]

Our operations consist of [removed: 12 facilities, 9] [added: 13 facilities—10] in Brazil and one each in Argentina, Chile and Paraguay.

For the countries where we operate, the South American beverage container market is approximately [removed: 39] [added: 42] billion containers, and we are the largest producer in this region with an estimated [removed: 50] [added: 48] percent of South American shipments in [removed: 2020.][added: 2021.]

The company’s South American beverage facilities shipped approximately 20 billion aluminum beverage containers in [removed: 2020.][added: 2021.]

In South America, two suppliers provide virtually all our aluminum [added: can and end] sheet requirements with certain requirements also being imported from Asia.

Ball’s aerospace segment, which accounted for [removed: 15] [added: 14] percent of consolidated net sales in [removed: 2020,] [added: 2021,] includes national defense hardware, antenna and video tactical solutions, civil and operational space hardware and systems engineering services.

Contracts funded by the various agencies of the federal government represented 97 percent of segment sales in [removed: 2020.][added: 2021.]

Our significant customers include top consumer packaging and beverage companies.

We intend to change the company’s ticker symbol from BLL to BALL immediately following our annual shareholders’ meeting in April 2022.

A public press release will be issued 10 days prior to the actual change date.

We are committed to doing what we can to move toward a truly circular economy, where materials can be – and actually are – used again and again.

During 2021, the company proactively engaged with global regulators and legislators to raise awareness of the importance of recycling and infrastructure investment to improve global recycling rates.

As part of this proactive engagement, the company also published the 50 States of Recycling Report, which is available at www.ball.com/realcircularity.

The company’s focus towards sustainability has been recognized by external organizations.

Ball was recognized in the Top 1 Percent of Industry and received the Gold Class and Industry Mover Award by S&P Global in The Sustainability Yearbook 2022.

*​*

| | ● | Monthly global leadership panel discussions and breakout groups focused on real-time topics, such as supporting team wellbeing, working through stressful times, setting individual development goals, maximizing team performance, sharing practical steps to better enable our collective focus on D&I and sharing other best practice leadership behaviors |

The company has announced plans to expand its network to include new plants in North Las Vegas, Nevada, and Concord, North Carolina.

As of December 31, 2021, all of the beverage containers produced by the company’s beverage packaging, EMEA, segment are now made of aluminum.

To support long-term contracted volume growth and can-filling investments across South America, the previously announced multi-line facility in Frutal, Brazil, recently began production in 2021, and additional investments across our existing South American footprint continue.

We limit our exposure to changes in the cost of aluminum as a result of the inclusion of provisions in most of our aluminum beverage container sales contracts to pass through aluminum price changes, as well as through the use of derivative instruments.

Backlog represents the estimated transaction prices on performance obligations to our customers for which work remains to be performed.

During 2021, Ball sold its minority-owned investment in South Korea.

For additional details, refer to [Note 4](#Note4) to the consolidated financial statements within Item 8 of this annual report

In 2021, our aerosol business operations launched a new extruded, recloseable aluminum bottle line to provide a circular solution to plastic bottle pollution in personal care and other product categories.

Our significant customers include The Coca-Cola Company and its affiliated bottlers and Anheuser-Busch InBev n.v./s.a., among others.

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

In comparison, only 43 percent of PET and 46 percent of glass bottles were collected, although not necessarily recycled.

Effective January 1, 2020, Ball implemented changes to its management and internal reporting structure for cost reduction and operational efficiency purposes.

As a result of these changes, the company’s plants in Cairo, Egypt, and Manisa, Turkey, are now included in the beverage packaging, EMEA, segment.

In addition, the company’s operations in India and Saudi Arabia are now combined with the former non-reportable beverage packaging, Asia Pacific, operating segment as a new non-reportable beverage packaging, other, operating segment.

The company’s segment results and disclosures for historical, comparative periods have been retrospectively adjusted to conform to the current year presentation.

Purchase and sales contracts generally include fixed-price, floating or pass-through aluminum ingot component pricing arrangements.

In order to support contracted volumes for aluminum beverage packaging across Paraguay, Argentina and Bolivia, the company constructed a one-line beverage can and end manufacturing facility in Paraguay which began production in the fourth quarter of 2019, and increased capacity to its Buenos Aires, Argentina, and Santiago, Chile, facilities.

The company has announced plans to construct an additional plant in Frutal, Brazil.

Effective January 1, 2020, the aluminum cups business is a non-reportable operating segment.

| | ● | Instructor-led “think, meet and speak inclusively” training in key geographies; |

Details of the company’s legal proceedings are included in [removed: Note 22] [added: [Note 22](#Note22Contingencies)] to the consolidated financial statements within Item 8 of this annual report.

For the fiscal year ended December [removed: 31, 2020][added: 31, 2021]

The aggregate market value of voting stock held by non-affiliates of the registrant was [removed: $22.7] [added: $26.5] billion based upon the closing market price and common shares outstanding as of June 30, [removed: 2020.][added: 2021.]

| Class | ​ | Outstanding at February [removed: 15, 2021] [added: 14, 2022] |

| Common Stock, without par value | ​ | [removed: 327,926,616] [added: 321,495,737] shares |

| 1. | Proxy statement to be filed with the Commission within 120 days after December 31, [removed: 2020,] [added: 2021,] to the extent indicated in Part III. |

For the year ended December 31, [removed: 2020][added: 2021]

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

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

| [Item 1.](#Item1Business_944236) | [Business](#Item1Business_944236) | [removed: 3] | [added: [4](#Item4MineSafetyDisclosures_187525) |]

| [Item 1A.](#Item1ARiskFactors_344823) | [Risk Factors](#Item1ARiskFactors_344823) | [removed: 11] | [added: [12](#Item1ARiskFactors_344823) |]

| [Item 1B.](#Item1BUnresolvedStaffComments_899593) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_899593) | [removed: 21] | [added: [2](#Item1BUnresolvedStaffComments_899593)2 |]

| [Item 2.](#Item2Properties_228736) | [Properties](#Item2Properties_228736) | [removed: 21] | [added: [22](#Item2Properties_228736) |]

| [Item 3.](#Item3LegalProceedings_181005) | [Legal Proceedings](#Item3LegalProceedings_181005) | [removed: 23] | [added: [2](#Item3LegalProceedings_181005)4 |]

| [Item 4.](#Item4MineSafetyDisclosures_187525) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_187525) | [removed: 23] | [added: [24](#Item4MineSafetyDisclosures_187525) |]

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

| [Item [removed: 5.](#Item5MarketfortheRegistrantsCommonStocka)] [added: 5.](#Item5MarketforRegistrant)] | [Market for [removed: the] Registrant’s Common [removed: Stock and] [added: Equity,] Related Stockholder [removed: Matters](#Item5MarketfortheRegistrantsCommonStocka)] [added: Matters and Issuer Purchases](#Item5MarketforRegistrant)] | [removed: 23] | [added: [24](#Item5MarketforRegistrant) |]

| [Item 7.](#Item7ManagementsDiscussionandAnalysisofF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysisofF) | [removed: 25] | [added: [26](#Item7ManagementsDiscussionandAnalysisofF) |]

| ​ | [Forward-Looking Statements](#FORWARDLOOKINGSTATEMENTS_743581) | [removed: 37] | [added: [36](#Item7ForwardLookingStatements) |]

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 37] | [added: [36](#Item7AQuantitativeandQualitativeDisclosu) |]

| [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 39] | [added: [38](#Item8FinancialStatementsandSupplementary) |]

| ​ | [Report of Independent Registered Public Accounting Firm](#Item8ReportofIndependentRegisteredPublic) [added: (PCAOB ID 238)] | [removed: 39] | [added: [38](#Item8ReportofIndependentRegisteredPublic) |]

| ​ | [Consolidated Statements of Earnings for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#Earnings_26886)] [added: 2019](#Earnings_26886)] | [removed: 42] | [added: [40](#ConsolidatedStatementofEarnings) |]

| ​ | [Consolidated Statements of Comprehensive Earnings (Loss) for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ComprehensiveEarningsLoss_91149)] [added: 2019](#ComprehensiveEarningsLoss_91149)] | [removed: 43] | [added: [41](#ComprehensiveEarningsLoss_91149) |]

| ​ | [Consolidated Balance Sheets at December 31, [removed: 2020,] [added: 2021] and [removed: December 31, 2019](#BalanceSheets_38407)] [added: 2020](#BalanceSheets_38407)] | [removed: 44] | [added: [42](#BalanceSheets_38407) |]

| ​ | [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#CashFlows_398598)] [added: 2019](#CashFlows_398598)] | [removed: 45] | [added: [43](#CashFlows_398598) |]

| ​ | [Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ShareholdersEquity_370455)] [added: 2019](#ShareholdersEquity_370455)] | [removed: 46] | [added: [44](#ShareholdersEquity_370455) |]

| ​ | [Notes to the Consolidated Financial Statements](#NotestotheConsolidatedFinancialStatement) | [removed: 47] | [added: [45](#NotestotheConsolidatedFinancialStatement) |]

| [Item 9.](#Item9ChangesinandDisagreementswithAccoun) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | [removed: 100] | [added: [95](#Item9ChangesinandDisagreementswithAccoun) |]

| [Item 9A.](#Item9AControlsandProcedures_585598) | [Controls and Procedures](#Item9AControlsandProcedures_585598) | [removed: 100] | [added: [95](#Item9AControlsandProcedures_585598) |]

| [Item 9B.](#Item9BOtherInformation_366278) | [Other Information](#Item9BOtherInformation_366278) | [removed: 100] | [added: [95](#Item9BOtherInformation_366278) |]

| [PART III.](#PartIII_7468) | [removed: ​] | [added: |] ​ |

| [Item [removed: 10.](#Item10DirectorsExecutiveOfficersandCorpo)] [added: 10.](#Item10DirectorsOfficers)] | [Directors, Executive Officers and Corporate [removed: Governance of the Registrant](#Item10DirectorsExecutiveOfficersandCorpo)] [added: Governance](#Item10DirectorsOfficers)] | [removed: 101] | [added: [96](#Item10DirectorsOfficers) |]

| [Item 11.](#Item11ExecutiveCompensation_245235) | [Executive Compensation](#Item11ExecutiveCompensation_245235) | [removed: 101] | [added: [96](#Item11ExecutiveCompensation_245235) |]

| [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | [Security Ownership of Certain Beneficial Owners and [removed: Management](#Item12SecurityOwnershipofCertainBenefici)] [added: Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici)] | [removed: 102] | [added: [9](#Item12SecurityOwnershipofCertainBenefici)7 |]

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related [removed: Transactions](#Item13CertainRelationshipsandRelatedTran)] [added: Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran)] | [removed: 102] | [added: [97](#Item13CertainRelationshipsandRelatedTran) |]

| [Item 14.](#Item14PrincipalAccountantFeesandServices) | [Principal Accountant Fees and Services](#Item14PrincipalAccountantFeesandServices) | [removed: 102] | [added: [97](#Item14PrincipalAccountantFeesandServices) |]

| [PART IV.](#PartIV_911620) | [removed: ​] | [added: |] ​ |

| [Item 15.](#Item15ExhibitsFinancialStatementSchedule) | [removed: [Exhibits,] [added: [Exhibits and] Financial Statement Schedules](#Item15ExhibitsFinancialStatementSchedule) | [removed: 103] | [added: [98](#Item15ExhibitsFinancialStatementSchedule) |]

| [Item 16](#Item16Form10KSummary_979229). | [Form 10-K Summary](#Item16Form10KSummary_979229) | [removed: 107] | [added: [10](#Item16Form10KSummary_979229)2 |]

| ​ | [Signatures](#SIGNATURES_980390) | [removed: 108] | [added: [103](#SIGNATURES_980390) |]

| ​ ​ ​ ​ ​ | ​ | | |

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

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| ​ | ​ | | ​ |

| ​ | ​ | | ​ |

| ​ | ​ | | ​ |

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| [Item 6.](#Item6Reserved) | [\[Reserved\]](#Item6Reserved) | | [25](#Item6Reserved) |

| ​ | [Note 1, Critical and Significant Accounting Policies](#Note1CriticalandSignificantAccountingPol) | | [45](#Note1CriticalandSignificantAccountingPol) |

| ​ | [Note 2, Accounting Pronouncements](#Note2AccountingPronouncements) | | [55](#Note2AccountingPronouncements) |

| ​ | [Note 3, Business Segment Information](#Note3BusinessSegmentInformation) | | [55](#Note3BusinessSegmentInformation) |

| ​ | [Note 4, Acquisitions and Dispositions](#Note4AcquisitionsandDispositions) | | [58](#Note4AcquisitionsandDispositions) |

| ​ | [Note 5, Revenue from Contracts with Customers](#Note5RevenuefromContractswithCustomers) | | [59](#Note5RevenuefromContractswithCustomers) |

| ​ | [Note 6, Business Consolidation and Other Activities](#Note6BusinessConsolidationandOtherActivi) | | [60](#Note6BusinessConsolidationandOtherActivi) |

| ​ | [Note 7, Supplemental Cash Flow Statement Disclosures](#Note7SupplementalCashFlowDisclosures) | | [63](#Note7SupplementalCashFlowDisclosures) |

| ​ | [Note 8, Receivables, Net](#Note8ReceivalesNet) | | [63](#Note8ReceivalesNet) |

| ​ | [Note 9, Inventories, Net](#Note9InventoriesNet) | | [64](#Note9InventoriesNet) |

| ​ | [Note 10, Property, Plant and Equipment, Net](#Note10PropertyPlantandEquipmentNet) | | [64](#Note10PropertyPlantandEquipmentNet) |

| ​ | [Note 11, Goodwill](#Note11Goodwill) | | [65](#Note11Goodwill) |

| ​ | [Note 12, Intangibles Assets, Net](#Note12Intangibles) | | [65](#Note12Intangibles) |

| ​ | [Note 13, Other Assets](#Note13OtherAssets) | | [66](#Note13OtherAssets) |

| ​ | [Note 14, Leases](#Note14Leases) | | [66](#Note14Leases) |

| ​ | [Note 15, Debt and Interest Costs](#Note15DebtandInterestCosts) | | [68](#Note15DebtandInterestCosts) |

| ​ | [Note 16, Taxes on Income](#Note16TaxesonIncome) | | [69](#Note16TaxesonIncome) |

| ​ | [Note 17, Employee Benefit Obligations](#Note17EmployeeBenefitObligations) | | [73](#Note17EmployeeBenefitObligations) |

| ​ | [Note 18, Shareholders’ Equity](#Note18ShareholdersEquity) | | [82](#Note18ShareholdersEquity) |

| ​ | [Note 19, Stock-Based Compensation Programs](#Note19StockeBasedCompensationPrograms) | | [8](#Note19StockeBasedCompensationPrograms)4 |

| ​ | [Note 20, Earnings Per Share](#Note20EarningsPerShare) | | [85](#Note20EarningsPerShare) |

| ​ | [Note 21, Financial Instruments and Risk Management](#Note21FinancialInstrumentsandRiskManagem) | | [86](#Note21FinancialInstrumentsandRiskManagem) |

| ​ | [Note 22, Contingencies](#Note22Contingencies) | | [91](#Note22Contingencies) |

| ​ | [Note 23, Indemnifications and Guarantees](#Note23IndemnificationsandGuarantees) | | [93](#Note23IndemnificationsandGuarantees) |

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

| [Item 9C.](#Item9CDisclosureRegardingForeignJurisdic) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | | [95](#Item9CDisclosureRegardingForeignJurisdic) |

| ​ | ​ | | ​ |

| ​ | ​ | | ​ |

| ​ | ​ | | ​ |

| ​ | ​ | | ​ |

| ​ | ​ | | ​ |

| ​ | ​ | ​ |

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

| ​ | ​ | |

| [Item 6.](#Item6SelectedFinancialData_950096) | [Selected Financial Data](#Item6SelectedFinancialData_950096) | 24 |

| | ● | Bowling Green, Kentucky |

| | ● | Pittston, Pennsylvania |

| | ● | Frutal, Brazil |

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

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

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

There were [removed: 6,311] [added: 6,330] common shareholders of record on February [removed: 15, 2021.][added: 14, 2022.]

The following table summarizes the company’s repurchases of its common stock during the quarter ended December 31, [removed: 2020.][added: 2021.]

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

| _(b)_ | _The company has an ongoing repurchase program for which [added: 50 million] shares [removed: are] [added: were] authorized [removed: from time to time] [added: for repurchase] by Ball’s Board of [removed: Directors. 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__._] [added: Directors._] |

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: 2020.][added: 2021.]

The graph assumes $100 was invested on December 31, [removed: 2015,] [added: 2016,] and that all dividends were reinvested.

(Assumes $100 investment on [removed: 12/31/15)][added: 12/31/16)]

[removed: ][added: ]

| ​ | ​ | [removed: 12/31/2015 | | ​ |] 12/31/2016 | | ​ | 12/31/2017 | | ​ | 12/31/2018 | | ​ | 12/31/2019 | | ​ | 12/31/2020 | | [added: ​ | 12/31/2021 | |]

We intend to change the company’s ticker symbol from BLL to BALL immediately following our annual shareholders’ meeting in April 2022.

A public press release will be issued 10 days prior to the actual change date.

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

| October 1 to October 31, 2021 | ​ | 1,163,215 | ​ | $ | 90.93 | ​ | 1,163,215 | ​ | 31,183,521 |

| November 1 to November 30, 2021 | ​ | 1,683,252 | ​ | ​ | 93.32 | ​ | 1,683,252 | ​ | 29,500,269 |

| December 1 to December 31, 2021 | ​ | 1,459,760 | ​ | ​ | 92.81 | ​ | 1,459,760 | ​ | 28,040,509 |

| Total | ​ | 4,306,227 | ​ | ​ | 92.50 | ​ | 4,306,227 | ​ | ​ |

| BLL | ​ | $ | 100.00 | ​ | $ | 101.78 | ​ | $ | 124.83 | ​ | $ | 177.05 | ​ | $ | 257.07 | ​ | $ | 267.67 |

| S&P 500 | ​ | ​ | 100.00 | ​ | ​ | 119.42 | ​ | ​ | 111.97 | ​ | ​ | 144.31 | ​ | ​ | 167.77 | ​ | ​ | 212.89 |

| DJ US Containers & Packaging | ​ | ​ | 100.00 | ​ | ​ | 116.71 | ​ | ​ | 93.19 | ​ | ​ | 117.03 | ​ | ​ | 138.49 | ​ | ​ | 150.75 |

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

| October 1 to October 31, 2020 | ​ | — | ​ | $ | — | ​ | — | ​ | 36,547,906 |

| November 1 to November 30, 2020 | ​ | — | ​ | ​ | — | ​ | — | ​ | 36,547,906 |

| December 1 to December 31, 2020 | ​ | — | ​ | ​ | — | ​ | — | ​ | 36,547,906 |

| Total | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ |

​

| 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 |

Removing and reserving Item 6 [removed: ("Selected Financial Data")] of Part II.

We have audited the accompanying consolidated balance sheets of Ball Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of earnings, of comprehensive earnings (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the COSO.

[removed: A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are] recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

As described in Notes [removed: 1, 3] [added: 1] and [removed: 5] [added: 3] to the consolidated financial statements, [added: net] sales for the aerospace segment were [removed: $1.7] [added: $1.9] billion for the year ended December 31, [removed: 2020,] [added: 2021,] including sales under [removed: long-term] fixed-price [added: long-term] contracts, which are primarily recognized using percentage-of-completion accounting under the cost-to-cost method.

The percentage-of-completion method of accounting involves the use of various estimating techniques to project revenues and costs at completion and various assumptions and projections [removed: relative] [added: related] to the outcome of future events, including the quantity and timing of product deliveries, future labor performance and rates, and material and overhead costs.

This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing [removed: procedures,] [added: procedures] and in evaluating the related audit [removed: evidence,] [added: evidence] over management’s assumptions of estimated costs at completion for [added: aerospace] fixed-price [removed: contracts, including the nature and technical complexity of the work] [added: contracts related] to [removed: be performed,] the availability and cost volatility of materials, subcontractor and vendor performance, and schedule and performance delays.

These procedures also included, among others, evaluating and testing management’s process for determining the estimated [removed: revenue and cost] [added: costs] at completion for [added: a sample of] aerospace fixed-price contracts, including [added: assessing] the [removed: specific factors considered by management for] [added: reasonableness of the significant assumptions related to] each contract.

Evaluating [added: the reasonableness of] management’s assumptions [removed: for reasonableness] [added: related to the availability and cost volatility of materials, subcontractor and vendor performance, and schedule and performance delays] involved assessing the nature and status of [added: the aerospace] fixed-price contracts, performing retrospective reviews of [added: the aerospace] fixed-price contract estimates and changes in estimates over time, obtaining evidence to support estimated costs [removed: to complete,] [added: at completion,] and assessing the reasonableness of factors considered and significant assumptions made by management in determining the estimated [removed: revenue and] costs at completion used to recognize revenue.

[removed: February 17, 2021][added: 2021]

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

| ($ in millions, except per share amounts) | [removed: ​ | 2020] [added: 2021] | | ​ | [removed: 2019] [added: 2020] | | ​ | [removed: 2018] [added: 2019] | |

| Net sales | [removed: ​ |] $ | [removed: 11,781] [added: 13,811] | ​ | $ | [removed: 11,474] [added: 11,781] | ​ | $ | [removed: 11,635] [added: 11,474] |

| Costs and expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: ​ |]

| Cost of sales (excluding depreciation and amortization) | ​ | [removed: ​ | (9,323)] [added: (11,085)] | ​ | ​ | [removed: (9,203)] [added: (9,323)] | ​ | ​ | [removed: (9,329)] [added: (9,203)] |

| Depreciation and amortization | ​ | [removed: ​ | (668)] [added: (700)] | ​ | ​ | [removed: (678)] [added: (668)] | ​ | ​ | [removed: (702)] [added: (678)] |

| Selling, general and administrative | ​ | [removed: ​ | (525)] [added: (593)] | ​ | ​ | [removed: (417)] [added: (525)] | ​ | ​ | [removed: (478)] [added: (417)] |

| Business consolidation and other activities | ​ | [removed: ​ | (262)] [added: (142)] | ​ | ​ | [removed: (244)] [added: (262)] | ​ | ​ | [removed: (191)] [added: (244)] |

| ​ | ​ | [removed: ​ | (10,778)] [added: (12,520)] | ​ | ​ | [removed: (10,542)] [added: (10,778)] | ​ | ​ | [removed: (10,700)] [added: (10,542)] |

| Earnings before interest and taxes | ​ | [removed: ​ | 1,003] [added: 1,291] | ​ | ​ | [removed: 932] [added: 1,003] | ​ | ​ | [removed: 935] [added: 932] |

| Interest expense | ​ | [removed: ​ | (275)] [added: (270)] | ​ | ​ | [removed: (317)] [added: (275)] | ​ | ​ | [removed: (301)] [added: (317)] |

| Debt refinancing and other costs | ​ | [removed: ​ | (41)] [added: (13)] | ​ | ​ | [removed: (7)] [added: (41)] | ​ | ​ | [removed: (1)] [added: (7)] |

| Total interest expense | ​ | [removed: ​ | (316)] [added: (283)] | ​ | ​ | [removed: (324)] [added: (316)] | ​ | ​ | [removed: (302)] [added: (324)] |

| Earnings before taxes | ​ | [removed: ​ | 687] [added: 1,008] | ​ | ​ | [removed: 608] [added: 687] | ​ | ​ | [removed: 633] [added: 608] |

| Tax (provision) benefit | ​ | [removed: ​ | (99)] [added: (156)] | ​ | ​ | [removed: (71)] [added: (99)] | ​ | ​ | [removed: (185)] [added: (71)] |

| Equity in results of affiliates, net of tax | ​ | [removed: ​ | (6)] [added: 26] | ​ | ​ | [removed: (1)] [added: (6)] | ​ | ​ | [removed: 5] [added: (1)] |

| Net earnings | ​ | [removed: ​ | 582] [added: 878] | ​ | ​ | [removed: 536] [added: 582] | ​ | ​ | [removed: 453] [added: 536] |

| Net (earnings) loss attributable to noncontrolling interests | ​ | [removed: ​ | 3] [added: —] | ​ | ​ | [removed: 30] [added: 3] | ​ | ​ | [removed: 1] [added: 30] |

| Net earnings attributable to Ball Corporation | [removed: ​ |] $ | [removed: 585] [added: 878] | ​ | $ | [removed: 566] [added: 585] | ​ | $ | [removed: 454] [added: 566] |

| Earnings per share: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: ​ |]

| Basic | [removed: ​ |] $ | [removed: 1.79] [added: 2.69] | ​ | $ | [removed: 1.71] [added: 1.79] | ​ | $ | [removed: 1.32] [added: 1.71] |

| Diluted | [removed: ​ |] $ | [removed: 1.76] [added: 2.65] | ​ | $ | [removed: 1.66] [added: 1.76] | ​ | $ | [removed: 1.29] [added: 1.66] |

| Weighted average shares [removed: outstanding: (000s) | ​] [added: outstanding: (000s)] | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Basic | ​ | [removed: ​ | 326,260] [added: 325,989] | ​ | ​ | [removed: 331,102] [added: 326,260] | ​ | ​ | [removed: 344,796] [added: 331,102] |

| Diluted | ​ | [removed: ​ | 332,815] [added: 331,615] | ​ | ​ | [removed: 340,121] [added: 332,815] | ​ | ​ | [removed: 352,321] [added: 340,121] |

| ($ in millions) | [added: |] ​ | [removed: 2020] [added: 2021] | | ​ | [removed: 2019] [added: 2020] | | ​ | [removed: 2018] [added: 2019] | |

| Net earnings | ​ | [added: ​ |] $ | [removed: 582] [added: 878] | ​ | $ | [removed: 536] [added: 582] | ​ | $ | [removed: 453] [added: 536] |

| Other comprehensive earnings (loss): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [added: ​ |]

| [removed: Foreign currency] [added: Currency] translation adjustment | ​ | ​ | [removed: (215)] [added: ​] | [added: 19 |] ​ | ​ | [removed: 166] [added: (215)] | ​ | ​ | [removed: (197)] [added: 166] |

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are

February 16, 2022

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | *​* | ​ | ​ | ​ | ​ | ​ | *​* | ​ |

| Inventories | ​ | ​ | (464) | ​ | ​ | (64) | ​ | ​ | (45) | ​ |

| Dividends paid to noncontrolling interest | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (4) | ​ | ​ | (4) | ​ |

| Balance at December 31, 2021 | ​ | 680,945 | ​ | $ | 1,220 | ​ | (360,101) | ​ | $ | (3,854) | ​ | $ | 6,843 | ​ | $ | (582) | ​ | $ | 58 | ​ | $ | 3,685 | ​ |

Backlog represents the estimated transaction prices on performance obligations to customers for which work remains to be performed.

The percentage-of-completion method of accounting involves the use of various estimating techniques to project revenues and costs at completion and various assumptions and projections related to the outcome of future events, including the quantity and timing of product deliveries, future labor performance and rates, and material and overhead costs.

Reference Rate Reform

In 2020, new guidance was issued related to global reference rates reform.

Ball is currently evaluating the impact that the transition from its LIBOR-based interest rate loan agreements to SOFR-based interest rate agreements will have on its consolidated financial statements.

Based on the company’s most current understanding, the LIBOR to SOFR transition is not expected to have a material impact on its financial condition, results of operations or cash flows.

During 2021, Ball sold its minority-owned investment in South Korea.

In January 2022, Ball sold its remaining equity method investment in Ball Metalpack.

Refer to [Note 4](#Note4) for additional details.

| 2021 | ​ | $ | 7,284 | ​ | $ | 1,458 | ​ | $ | 5,069 | ​ | $ | 13,811 |

| As of December 31, 2021 | ​ | $ | 4,024 | ​ | $ | 1,035 | ​ | $ | 857 | ​ | $ | 2,509 | ​ | $ | 8,425 |

| Net sales | ​ | ​ | $ | 13,811 | ​ | $ | 11,781 | ​ | $ | 11,474 |

| Business consolidation and other activities | ​ | ​ | ​ | (142) | ​ | ​ | (262) | ​ | ​ | (244) |

| Interest expense | ​ | ​ | ​ | (270) | ​ | ​ | (275) | ​ | ​ | (317) |

| Total interest expense | ​ | ​ | ​ | (283) | ​ | ​ | (316) | ​ | ​ | (324) |

Ball Metalpack Investment

On January 26, 2022, Ball sold its remaining 49 percent owned equity method investment in Ball Metalpack to Sonoco, a global provider of consumer, industrial, healthcare and protective packaging, for approximately $300 million in cash, subject to customary closing adjustments.

The carrying value of the investment was zero, therefore the proceeds, net of adjustments, will be reported as a pre-tax gain in business consolidation and other activities in the unaudited condensed consolidated statements of earnings.

Cash proceeds will be presented in business dispositions in the unaudited condensed consolidated statements of cash flows.

South Korea Investment

In the third quarter of 2021, Ball sold its minority-owned investment in South Korea.

Consideration for the transaction was cash of $120 million, of which $110 million has been received and presented in business dispositions within cash flows from investing activities in Ball’s consolidated statements of cash flows.

The remaining $10 million will be received on or before December 31, 2022, and this amount is included in other current assets on Ball’s consolidated balance sheets.

| ​ | ​ | ($ in millions) | | | | | | | |

| 2021 | ​ | $ | 2,459 | ​ | $ | 11,352 | ​ | $ | 13,811 |

_Changes in Accounting Principles_

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for revenues from contracts with customers in 2018.

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

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

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

| ​ | ​ | *​* | ​ | ​ | ​ | ​ | ​ | *​* | ​ |

| (used in) continuing operating activities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Inventories | ​ | ​ | (64) | ​ | ​ | (45) | ​ | ​ | (248) | ​ |

| Balance at December 31, 2017 | ​ | 670,576 | ​ | $ | 1,084 | ​ | (320,695) | ​ | $ | (1,474) | ​ | $ | 4,987 | ​ | $ | (656) | ​ | $ | 105 | ​ | $ | 4,046 | ​ |

| Impact of adopting revenue recognition accounting standard | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 37 | ​ | ​ | 1 | ​ | ​ | — | ​ | ​ | 38 | ​ |

| Balance at December 31, 2017 | ​ | 670,576 | ​ | ​ | 1,084 | ​ | (320,695) | ​ | ​ | (1,474) | ​ | ​ | 5,024 | ​ | ​ | (655) | ​ | ​ | 105 | ​ | ​ | 4,084 | ​ |

Ball Corporation

Notes to the Consolidated Financial Statements

The company elected to apply the modified retrospective method to all contracts that were not completed as of January 1, 2018.

The cumulative effect of initially applying the new revenue standard was recognized as an adjustment to the company’s retained earnings balance as of January 1, 2018.

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

Sales under long-term contracts in the aerospace segment are primarily recognized using percentage-of-completion accounting under the cost-to-cost method, which is an input method.

Ball applied the modified retrospective method to all contracts that were not completed as of January 1, 2019.

As such, comparative information has not been restated and continues to be reported under the accounting standards in effect for those prior periods.

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date and revenues and expenses during the reporting periods.

These estimates represent management’s judgment about the outcome of future events.

Cloud Computing Arrangements

In August 2018, amendments to existing accounting guidance were issued to clarify the accounting for implementation costs related to cloud computing arrangements.

The amendments specify that existing guidance for capitalizing implementation costs incurred to develop or obtain internal-use software also applies to capitalizing implementation costs incurred in a hosting arrangement that is a service contract.

The guidance was applied prospectively on January 1, 2020, and did not have a material effect on the company’s consolidated financial statements.

Financial Assets

Amendments to existing guidance were issued in June 2016, followed by improvements and transition relief in 2018 and 2019, requiring financial assets or a group of financial assets measured at amortized cost basis to be presented at the net amount expected to be collected when finalized.

The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset.

Pension and Fair Value Measurement Disclosures

In August 2018, amendments to existing disclosure requirements were issued to clarify the disclosures around defined benefit plans and fair value measurements.

The guidance is effective for Ball on January 1, 2021, and it will not have a material effect on the company’s consolidated financial statements.

Effective January 1, 2020, the company implemented changes to its management and internal reporting structure for cost reduction and operational efficiency purposes.

As a result of these changes, the company’s plants in Cairo, Egypt, and Manisa, Turkey, are now included in the beverage packaging, Europe, Middle East and Africa (beverage packaging, EMEA), segment.

In addition, the company’s operations in India and Saudi Arabia are now combined with the former non-reportable beverage packaging, Asia Pacific, operating segment as a new non-reportable beverage packaging, other, operating segment.

The company’s segment results and disclosures for comparative, historical periods have been retrospectively adjusted to conform to the current year presentation.

| 2018 | ​ | ​ | 5,783 | ​ | ​ | 1,380 | ​ | ​ | 4,472 | ​ | ​ | 11,635 |

| As of December 31, 2019 | ​ | ​ | 2,024 | ​ | ​ | 750 | ​ | ​ | 626 | ​ | ​ | 2,655 | ​ | ​ | 6,055 |

U.S. Steel Food and Steel Aerosol Business

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

In exchange for the sale of this business, Ball received approximately $600 million of cash proceeds, subject to customary closing adjustments completed as of December 31, 2018, as well as a 49 percent ownership interest in Ball Metalpack.

Ball Corporation has established disclosure controls and procedures to ensure that information required to be disclosed by us in the reports that [removed: we file] [added: the company files] or [removed: submit] [added: submits] under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to management of the company, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As of December 31, [removed: 2020,] [added: 2021,] Ball Corporation, under the supervision of the Chief Executive Officer and Chief Financial Officer of the company, has conducted an evaluation of the effectiveness of the design and operation of the company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) and the Chief Executive Officer and Chief Financial Officer have concluded that the company’s disclosure controls and procedures were effective.

[added: Management of] Ball Corporation is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2020,] [added: 2021,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part III

There were no matters required to be reported under this item.

Part III

The executive officers of the company as of February [removed: 17, 2021,] [added: 16, 2022,] were as follows:

Baker, [removed: 63,] [added: 64,] Vice President, General Counsel and Corporate Secretary since July 2011; Vice President, General Counsel and Assistant Corporate Secretary from 2004 to 2011; [removed: Associate General Counsel, 1999 to 2004;] various other positions within the company, 1993 to [removed: 1999.][added: 2004.]

Carey, [removed: 42,] [added: 43,] Vice President and Controller since November 2017; Assistant Controller from 2014 to November [removed: 2017; Senior Manager, PricewaterhouseCoopers LLP, 2001 to 2014.][added: 2017.]

Fisher, [removed: 48,] [added: 49,] President, since January 2021; [added: elected as Chief Executive Officer on January 26, 2022, which will become effective April 27, 2022;] Senior Vice President, Ball Corporation, and Chief Operating Officer, Global Beverage Packaging, since December 2016; President, Beverage Packaging North and Central America from 2014 to 2016; [removed: Senior Vice President, Finance and Planning, Beverage Packaging North and Central America, 2013 to 2014;] various other positions within the company, 2010 to 2014.

Hayes, [removed: 55,] [added: 56,] Chairman and Chief Executive Officer since January 2021; Chairman, President and Chief Executive Officer since 2013; [removed: President and Chief Executive Officer, 2011 to 2013; President and Chief Operating Officer during 2010; Executive Vice President and Chief Operating Officer from 2008 to 2009;] various other positions within the company, 1999 to [removed: 2008.][added: 2013.]

Kaufman, [removed: 55,] [added: 56,] Senior Vice President, Ball Corporation, and President, Ball Aerospace & Technologies Corp. since January 2021; Chief Operating Officer, Ball Aerospace & Technologies Corp. from 2020 to 2021; Vice President and General Manager of National Defense, Ball Aerospace & Technologies Corp from 2013 to 2020; various other positions within the company, 2000 to 2013.

Knobel, [removed: 49,] [added: 50,] Vice President and Treasurer since 2011; Treasurer from 2010 to 2011; [removed: Senior Director, Treasury, 2008 to 2010; Director, Treasury Operations, 2005 to 2008;] various other positions within the company, 1997 to [removed: 2005.][added: 2010.]

Lewis, [removed: 54,] [added: 55,] Senior Vice President, Ball Corporation, and Chief Operating Officer, Global Beverage Packaging, since January 2021; President, Beverage Packaging EMEA from 2019 to [removed: 2020;] [added: 2021;] Chief Supply Chain Officer, Coca-Cola [removed: Coca-Cola] European Partners plc, 2016 to [removed: 2019; Chief Procurement Officer, The Coca-Cola Company, 2011 to 2016.][added: 2019.]

Morrison, [removed: 58,] [added: 59,] Executive Vice President and Chief Financial Officer since January 2021; Senior Vice President and Chief Financial Officer since 2010; [removed: Vice President and Treasurer from 2002 to 2010; and Treasurer,] [added: various other positions within the company,] 2000 to [removed: 2002.][added: 2010.]

Other information required by Item 10 appearing under the caption “Director Nominees and Continuing Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance,” of the company’s proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2020,] [added: 2021,] is incorporated herein by reference.

John Hayes will transition solely to Chairman of the Board of Directors effective April 27, 2022.

Stacey Valy Panayiotou, 49, Senior Vice President and Chief Human Resources Officer since November 2021; Executive Vice President of Human Resources, Graphic Packaging International, 2019 to 2021.

Senior Vice President, Global Talent and Development, The Coca-Cola Company, 2013 to 2019.

Lisa A.

Pauley, 59, Executive Vice President, Human Resources and Administration, since January 2021; Senior Vice President, Human Resources and Administration, since 2011; Vice President, Administration and Compliance, 2007 to 2011; Senior Director, Administration and Compliance, 2004 to 2007; various other positions within the company, 1981 to 2004.

The information required by Item 11 appearing under the caption “Executive Compensation” in the company’s proxy statement, to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2020,] [added: 2021,] is incorporated herein by reference.

The information required by Item 12 appearing under the caption “Voting Securities and Principal Shareholders,” in the company’s proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2020,] [added: 2021,] is incorporated herein by reference.

| Equity compensation plans approved by security holders | ​ | 9,766,096 | ​ | $ | 46.66 | ​ | 14,793,877 |

| Total | ​ | 9,766,096 | ​ | $ | 46.66 | ​ | 14,793,877 |

| Equity compensation plans approved by security holders | ​ | 10,113,396 | ​ | $ | 40.40 | ​ | 17,054,077 |

| Total | ​ | 10,113,396 | ​ | $ | 40.40 | ​ | 17,054,077 |

The information required by Item 13 appearing under the caption “Ratification of the Appointment of Independent Registered Public Accounting Firm,” in the company’s proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2020,] [added: 2021,] is incorporated herein by reference.

The information required by Item 14 appearing under the caption “Certain Committees of the Board,” in the company’s proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2020,] [added: 2021,] is incorporated herein by reference.

[removed: Report] [added: [Report] of independent registered public accounting [removed: firm][added: firm](#ReportofIndependentRegisteredPublic)]

[removed: Consolidated] [added: [Consolidated] statements of earnings — Years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019](#ConsolidatedStatementofEarnings)]

[removed: Consolidated] [added: [Consolidated] statements of comprehensive earnings (loss) — Years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019](#ComprehensiveEarningsLoss_91149)]

[removed: Consolidated] [added: [Consolidated] balance sheets — December 31, [removed: 2020] [added: 2021] and [removed: 2019][added: 2020](#BalanceSheets_38407)]

[removed: Consolidated] [added: [Consolidated] statements of cash flows — Years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019](#CashFlows_398598)]

[removed: Consolidated] [added: [Consolidated] statements of shareholders’ equity — Years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019](#ShareholdersEquity_370455)]

[removed: Notes] [added: [Notes] to consolidated financial [removed: statements][added: statements](#NotestotheConsolidatedFinancialStatement)]

| [removed: Exhibit Number] [added: ExhibitNumber] | ​ | Description of Exhibit |

| 3.ii | ​ | [Bylaws of Ball Corporation as amended December 1, [removed: 2020. (Filed herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837021001121/bll-20201231xex3dii.htm)] [added: 2020 (filed by incorporation by reference to the Annual Report on Form 10-K for the year ended December 31, 2020) filed February 17, 2021.](https://www.sec.gov/Archives/edgar/data/9389/000155837021001121/bll-20201231xex3dii.htm)] |

| 4.2(d) | ​ | [Description of Ball Corporation’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837021001121/bll-20201231xex4d2d.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837022001251/bll-20211231xex4d2d.htm)] |

| 12 | ​ | [Obligor group subsidiaries of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837021001121/bll-20201231xex12.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837022001251/bll-20211231xex12.htm)] |

| 21 | ​ | [List of Subsidiaries of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837021001121/bll-20201231xex21.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837022001251/bll-20211231xex21.htm)] |

| 23 | ​ | [Consent of Independent Registered Public Accounting Firm. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837021001121/bll-20201231xex23.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837022001251/bll-20211231xex23.htm)] |

| 24 | ​ | [Limited Power of Attorney. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837021001121/bll-20201231xex24.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837022001251/bll-20211231xex24.htm)] |

| 31.1 | ​ | [Certifications pursuant to Rule 13a-14(a) or Rule 15d-14(a), by John A. Hayes, Chairman and Chief Executive Officer of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837021001121/bll-20201231xex31d1.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837022001251/bll-20211231xex31d1.htm)] |

| 31.2 | ​ | [Certifications pursuant to Rule 13a-14(a) or Rule 15d-14(a), by Scott C. Morrison, Executive Vice President and Chief Financial Officer of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837021001121/bll-20201231xex31d2.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837022001251/bll-20211231xex31d2.htm)] |

| 32.1 | ​ | [Certifications pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code, by John A. Hayes, Chairman and Chief Executive Officer of Ball Corporation. (Furnished [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837021001121/bll-20201231xex32d1.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837022001251/bll-20211231xex32d1.htm)] |

| 32.2 | ​ | [Certifications pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code, by Scott C. Morrison, Executive Vice President and Chief Financial Officer of Ball Corporation. (Furnished [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837021001121/bll-20201231xex32d2.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837022001251/bll-20211231xex32d2.htm)] |

| 99 | ​ | [Cautionary statement for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837021001121/bll-20201231xex99.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837022001251/bll-20211231xex99.htm)] |

| 104 | ​ | The following financial information from Ball Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] formatted in Inline XBRL (contained in Exhibit 101): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Earnings, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders’ Equity and Comprehensive Earnings and (vi) Notes to the Consolidated Financial Statements. (Filed herewith.) |

| ExhibitNumber | ​ | Description of Exhibit |

| ExhibitNumber | ​ | Description of Exhibit |

| ExhibitNumber | ​ | Description of Exhibit |

| ExhibitNumber | ​ | Description of Exhibit |

| ​ | John A. Hayes | ​ | ​ | February [removed: 17, 2021] [added: 16, 2022] |

| ​ | Scott C. Morrison | ​ | ​ | February [removed: 17, 2021] [added: 16, 2022] |

| ​ | Nate C. Carey | ​ | ​ | February [removed: 17, 2021] [added: 16, 2022] |

| ​ | John Bryant | ​ | ​ | February [removed: 17, 2021] [added: 16, 2022] |

| ​ | Michael J. Cave | ​ | ​ | February [removed: 17, 2021] [added: 16, 2022] |

| ​ | Daniel W. Fisher | ​ | ​ | February [removed: 17, 2021] [added: 16, 2022] |

| ​ | Daniel J. Heinrich | ​ | ​ | February [removed: 17, 2021] [added: 16, 2022] |

| ​ | Pedro H. Mariani | ​ | ​ | February [removed: 17, 2021] [added: 16, 2022] |

| ​ | Georgia R. Nelson | ​ | ​ | February [removed: 17, 2021] [added: 16, 2022] |

| ​ | Cynthia A. Niekamp | ​ | ​ | February [removed: 17, 2021] [added: 16, 2022] |

| ​ | Todd Penegor | ​ | ​ | February [removed: 17, 2021] [added: 16, 2022] |

| ​ | Cathy D. Ross | ​ | ​ | February [removed: 17, 2021] [added: 16, 2022] |

| ​ | Betty Sapp | ​ | ​ | February [removed: 17, 2021] [added: 16, 2022] |

| ​ | Stuart A. Taylor II | ​ | ​ | February [removed: 17, 2021] [added: 16, 2022] |

| ​ | ​ | February 16, 2022 |

| ​ | John A. Hayes | ​ | ​ | February 16, 2022 |

| ​ | /s/ Dune Ives | * | ​ | Director |

| ​ | Dune Ives | ​ | ​ | February 16, 2022 |

| ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | February 16, 2022 |

| ​ | ​ | February 17, 2021 |