Cover and table of contents

11K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

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FORM 10-K

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

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For the fiscal year ended December 31**, 2022**

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

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For the transition period from to

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Commission File Number 001-07349

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Ball Corp****oration

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State of Indiana​35-0160610
(State or other jurisdiction of​(I.R.S. Employer
incorporation or organization)​Identification No.)

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9200 West 108th Circle​​
Westminster**,** Colorado​80021
(Address of registrant’s principal executive office)​(Zip Code)

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

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

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Title of each class​Trading Symbol​Name of each exchange on which registered
Common Stock, without par value​BALL​New York Stock Exchange

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

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

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

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ⌧ NO ◻

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. YES ☒ NO ◻

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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Large accelerated filer ⌧​Accelerated filer ◻​Non-accelerated filer ◻​Smaller reporting company ☐
Emerging growth company ☐​​​​​​

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

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ◻

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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ◻

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

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The aggregate market value of voting stock held by non-affiliates of the registrant was $21.6 billion based upon the closing market price and common shares outstanding as of June 30, 2022.

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

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Class​Outstanding at February 16, 2023
Common Stock, without par value​314,424,560 shares
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DOCUMENTS INCORPORATED BY REFERENCE

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1.Proxy statement to be filed with the Commission within 120 days after December 31, 2022, to the extent indicated in Part III.

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Ball Corporation

ANNUAL REPORT ON FORM 10-K

For the year ended December 31, 2022

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TABLE OF CONTENTS

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​​Page Number
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PART I.​
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Item 1.Business4
Item 1A.Risk Factors12
Item 1B.Unresolved Staff Comments22
Item 2.Properties22
Item 3.Legal Proceedings24
Item 4.Mine Safety Disclosures24
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PART II.​
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Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases24
Item 6.[Reserved]25
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations26
​Forward-Looking Statements37
Item 7A.Quantitative and Qualitative Disclosures About Market Risk37
Item 8.Financial Statements and Supplementary Data39
​Report of Independent Registered Public Accounting Firm (PCAOB ID 238)39
​Consolidated Statements of Earnings for the Years Ended December 31, 2022, 2021 and 202041
​Consolidated Statements of Comprehensive Earnings (Loss) for the Years Ended December 31, 2022, 2021 and 202042
​Consolidated Balance Sheets at December 31, 2022 and 202143
​Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 202044
​Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2022, 2021 and 202045
​Notes to the Consolidated Financial Statements46
​Note 1, Critical and Significant Accounting Policies46
​Note 2, Accounting Pronouncements56
​Note 3, Business Segment Information57
​Note 4, Acquisitions and Dispositions60
​Note 5, Revenue from Contracts with Customers62
​Note 6, Business Consolidation and Other Activities63
​Note 7, Supplemental Cash Flow Statement Disclosures65
​Note 8, Receivables, Net65
​Note 9, Inventories, Net66
​Note 10, Property, Plant and Equipment, Net66
​Note 11, Goodwill67
​Note 12, Intangibles Assets, Net67
​Note 13, Other Assets68
​Note 14, Leases68
​Note 15, Debt and Interest Costs70
​Note 16, Taxes on Income71
​Note 17, Employee Benefit Obligations75
​Note 18, Shareholders’ Equity83
​Note 19, Stock-Based Compensation Programs86
​Note 20, Earnings Per Share87
​Note 21, Financial Instruments and Risk Management88
​Note 22, Contingencies93
​Note 23, Indemnifications and Guarantees95

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Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure97
Item 9A.Controls and Procedures97
Item 9B.Other Information97
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections97
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PART III.​
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Item 10.Directors, Executive Officers and Corporate Governance98
Item 11.Executive Compensation98
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters99
Item 13.Certain Relationships and Related Transactions, and Director Independence99
Item 14.Principal Accountant Fees and Services99
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PART IV.​
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Item 15.Exhibits and Financial Statement Schedules100
Item 16.Form 10-K Summary104
​Signatures105

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PART I**.**

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Next: Item 1. Business