Ball (BALL) 10-K risk factor changes: FY2022 vs FY2021

We have experienced [removed: significant] [added: fluctuations in the] growth in demand for our products and services in recent years and are [removed: expanding] [added: rebalancing] our operations, [removed: increasing] [added: managing] our headcount and [removed: expanding into] [added: developing] new [added: and innovative] product [removed: offerings.][added: offerings to balance our supply positions with our customers’ requirements in each region.]

[removed: It has also] [added: These circumstances have] placed significant demands on our management as well as our financial and operational resources, and [removed: continued growth presents] [added: present] several challenges, including:

| | ● | [removed: expanding] [added: rebalancing] manufacturing capacity, maintaining quality and [removed: increasing] [added: optimizing] production; |

| | ● | [removed: building out] [added: optimizing] our expertise in a number of disciplines, including marketing, licensing, and merchandising; and |

The company had [removed: $7.8] [added: $9.00] billion of interest-bearing debt at December 31, [removed: 2021.][added: 2022.]

Our aluminum packaging products are subject to significant competition from substitute products, particularly plastic carbonated soft drink bottles made from PET, single serve [added: and returnable] beer bottles and other beverage containers made of glass, cardboard or other materials.

Competition from plastic carbonated soft drink bottles is particularly intense in the U.S. and [removed: Europe.][added: Europe, and competition from glass beer bottles has recently increased in Brazil.]

We derived approximately [removed: 47] [added: 45] percent of our consolidated net sales from outside of the U.S. for the year ended December 31, [removed: 2021.][added: 2022.]

The company presents its financial statements in U.S. dollars and has a significant proportion of its net assets, debt and income in non-U.S. dollar currencies, primarily the euro, as well as the [removed: Russian ruble] [added: currencies of Argentina, Egypt, Turkey] and other emerging [removed: market currencies.][added: markets.]

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

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 [removed: last year,] [added: beginning in the second half of 2021,] which is ongoing, to seek to recover from our customers the full amount of those cost increases over time.

We have a significant amount of goodwill recorded on our consolidated balance sheet as of December 31, [removed: 2021.][added: 2022.]

Additionally, material changes to the presentation of transactions in the consolidated financial statements could impact key ratios that [added: investors,] analysts and credit rating agencies use to [added: assess or] rate [removed: Ball] [added: Ball’s performance] and [added: could] ultimately impact our ability to access the credit markets in an efficient manner.

As of December 31, [removed: 2021,] [added: 2022,] the company had no material weaknesses.

The products produced and services provided by Ball have been deemed essential and, as a result, relevant governments around the world have allowed our operations to continue through [removed: this crisis.][added: the pandemic.]

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

[removed: As a U.S.-based multinational business, the company is subject to income tax in the U.S. and numerous jurisdictions outside the U.S.] The relevant tax rules and regulations are complex, often changing and, in some cases, are interdependent.

As of December 31, [removed: 2021, 13] [added: 2022, 9] percent of our North American employees and [removed: 37] [added: 38] percent of our European employees were covered by collective bargaining agreements.

While deposit systems and other container-related legislation have been adopted in some jurisdictions, similar legislation has been defeated in public referenda and legislative bodies in many others.

We anticipate that continuing efforts will be made to consider and adopt such legislation in the future.

The packages we produce are widely used and perform well in U.S. states, Canadian provinces and European countries that have deposit systems, as well as in other countries worldwide.

In addition, various U.S. states have passed or are contemplating legislation restricting, and the EU is reviewing a proposal to restrict, the use of materials that contain intentionally added per- and polyfluoroalkyl substances (PFAS), which may require the company to continue to incur costs to convert existing coatings to accommodate PFAS-free coatings.

To mitigate these risks, the Company is working with its suppliers to require them to remove PFAS-containing coatings from our products.

As a U.S.-based multinational business, the company is subject to income tax in the U.S. and numerous jurisdictions outside the U.S., including recent OECD, European Commission and other trans-national initiatives that seek to impose minimum tax thresholds on most multi-national companies.

Certain IT-related risks may be heightened due to the transitional support we are providing to the Russian beverage packaging business since its sale to Russian owners in September 2022.

*​*

This growth has increased and may continue to constrain our ability to fully supply our customers’ requirements.

Additionally, overall demand for our aluminum beverage cans has remained high and has increased during the pandemic.

The pass-through provisions generally result in proportional increases or decreases in sales and costs with a greatly reduced impact, if any, on net [removed: earnings.][added: earnings; however, there may be timing differences of when the costs are passed through.]

| | ● | Maximizing value in our existing businesses by [removed: expanding specialty] [added: leveraging our aluminum] container production [added: capabilities] across our global plant network to meet [removed: current] [added: global] demand, improving efficiencies and amplifying our sustainability credentials through Aluminum Stewardship Initiative certification [removed: in] [added: across] our 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 assets; and in the 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; |

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

| | ● | Aligning ourselves with the right customers and markets by [added: prudently] investing capital to meet continued growth for specialty beverage containers throughout our global network, which represent approximately 50 percent of our global beverage packaging mix; aligning with growing beverage [added: customers and brand] categories and other new beverage producers who continue to use aluminum beverage containers to grow their business; and in our aluminum cup business, establishing partnerships with [added: food service providers, fast casual] restaurants and event venues and utilizing online platforms and North American retailers to provide infinitely recyclable aluminum cups directly to consumers. |

| | ● | Broadening our geographic reach with our acquisition of Rexam [added: in June 2016] and our new investments in beverage manufacturing facilities in the United States, Brazil, Paraguay, Spain, [added: Czech Republic, United Kingdom,] Mexico, Myanmar and Panama, as well as extruded aluminum aerosol manufacturing facilities in [added: North America, Europe,] India and Brazil, and the [removed: successful] start-up of our aluminum 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 [added: for new categories, occasions] and [added: refillable offerings through] the increased production of lightweight ReAl® [removed: containers,] [added: containers and] which utilize technology that increases the strength of aluminum used in the manufacturing process while lightweighting the can by up to 30 percent over a standard aluminum aerosol can, as well as [added: leveraging] our [removed: investment in cyber, data analytics] [added: aerospace technologies and competencies to deliver exquisite space-based environmental, weather and defense monitoring solutions such as] methane monitoring, [removed: 5G and] [added: weather prediction,] LIDAR capabilities [added: and hypersonics] to [removed: further enhance] [added: preserve and protect] our [added: planet through enabling our] aerospace [removed: technical expertise across a broader customer portfolio.] [added: customers with actionable ecosystem-related and intelligence data and resilient national security architectures.] |

Management’s Discussion and Analysis of Financial Condition and Results of Operations of the company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] as filed on February [removed: 17,] [added: 16,] 2021, for a comparison of our [removed: 2020] [added: 2021] results of operations to the [removed: 2019] [added: 2020] results.

| ($ in millions) | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Net sales | ​ | $ | [removed: 13,811] [added: 15,349] | ​ | $ | [removed: 11,781] [added: 13,811] | ​ | $ | [removed: 11,474] [added: 11,781] | ​ |

| Net earnings attributable to Ball Corporation | ​ | ​ | [removed: 878] [added: 719] | ​ | ​ | [removed: 585] [added: 878] | ​ | ​ | [removed: 566] [added: 585] | ​ |

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

[removed: Sales] [added: Segment sales] in [removed: 2021] [added: 2022] were [removed: $2,030] [added: $92] million higher compared to [removed: 2020] [added: 2021] primarily [removed: as a result of increased sales volumes,] [added: due to the contractual] pass through of higher aluminum [removed: prices, improved price/mix] [added: prices] and [removed: favorable exchange rates.][added: price/mix, partially offset by 6 percent lower volumes.]

Cost of sales, excluding depreciation and amortization, was [removed: $11,085] [added: $12,766] million in [removed: 2021] [added: 2022] compared to [removed: $9,323] [added: $11,085] million in [removed: 2020.][added: 2021.]

These amounts represented [removed: 80] [added: 83] percent and [removed: 79] [added: 80] percent of consolidated net sales for the years ended [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

The increase year-over-year is primarily due to [added: higher manufacturing costs,] general inflationary cost pressures [removed: from limited supply of raw materials] and global supply chain transportation disruptions.

Depreciation and amortization expense was [removed: $700] [added: $672] million in [removed: 2021] [added: 2022] compared to [removed: $668] [added: $700] million in [removed: 2020.][added: 2021.]

These amounts represented [removed: 5] [added: 4] percent and [removed: 6] [added: 5] percent of consolidated net sales for the years ended [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

Selling, general and administrative (SG&A) expenses were [removed: $593] [added: $626] million in [removed: 2021] [added: 2022] compared to [removed: $525] [added: $593] million in [removed: 2020.][added: 2021.]

These amounts represented [removed: 4] [added: less than 1] percent [added: and 1 percent] of consolidated net sales for [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

Business consolidation costs and other activities were [removed: $142] [added: $71] million in [removed: 2021] [added: 2022] compared to [removed: $262] [added: $142] million in [removed: 2020.][added: 2021.]

These amounts represented [removed: 1 percent and 2] [added: 4] percent of consolidated net sales for [removed: 2021] [added: 2022] and [removed: 2020, respectively.][added: 2021.]

Total interest expense was [removed: $283] [added: $330] million in [removed: 2021] [added: 2022] compared to [removed: $316] [added: $283] million in [removed: 2020.][added: 2021.]

Interest expense, excluding the effect of debt refinancing and other costs, as a percentage of average borrowings [removed: decreased] [added: increased] by approximately 10 basis points from [removed: 3.5 percent 2020 to] 3.4 percent in 2021 [added: to 3.5 percent in 2022] due to [removed: the drop] [added: an increase] in global interest rates.

The [removed: 2021] [added: 2022] effective income tax rate was [removed: 15.5] [added: 18.0] percent compared to [removed: 14.4] [added: 15.5] percent for [removed: 2020.][added: 2021.]

As compared with the statutory U.S. federal income tax rate of 21 percent, the [removed: 2021] [added: 2022] effective [added: income tax] rate was reduced by 3.2 percent for the impact of [removed: non-U.S. rate differences including tax holidays, by 5.0 percent for] the [removed: impact of the] U.S. [removed: R&D credit,] [added: research] and [added: development credit and] by [removed: 1.9] [added: 2.8] percent for the [removed: change in uncertain tax positions] [added: impact of non-U.S. rate differences] including [removed: interest and penalties.][added: tax holidays.]

| ($ in millions) | [removed: ​] [added: ​] | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Net sales | ​ | $ | [removed: 5,856] [added: 6,696] | ​ | $ | [removed: 5,076] [added: 5,856] | ​ | $ | [removed: 4,758] [added: 5,076] | ​ |

| Comparable operating earnings | ​ | ​ | [removed: 681] [added: 642] | ​ | ​ | [removed: 683] [added: 681] | ​ | ​ | [removed: 555] [added: 683] | ​ |

| Comparable operating earnings as a % of segment net sales | ​ | ​ | [removed: 12] [added: 10] | % | ​ | [removed: 13] [added: 12] | % | ​ | [removed: 12] [added: 13] | % |

Segment sales in [removed: 2021] [added: 2022] were [removed: $780] [added: $840] million higher compared to [removed: 2020] [added: 2021] primarily due to [removed: 4 percent volume growth,] the pass through of higher aluminum [removed: prices and improved] [added: prices, partially offset by unfavorable] price/mix.

| ($ in millions) | ​ | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Net sales | ​ | $ | [removed: 3,509] [added: 3,854] | ​ | $ | [removed: 2,945] [added: 3,509] | ​ | $ | [removed: 2,857] [added: 2,945] | ​ |

| Comparable operating earnings | ​ | ​ | [removed: 452] [added: 358] | ​ | ​ | [removed: 354] [added: 452] | ​ | ​ | [removed: 351] [added: 354] | ​ |

| Comparable operating earnings as a % of segment net sales | ​ | ​ | [removed: 13] [added: 9] | % | ​ | [removed: 12] [added: 13] | % | ​ | 12 | % |

Segment sales in [removed: 2021] [added: 2022] were [removed: $564] [added: $345] million higher compared to [removed: 2020] [added: 2021] primarily due to [removed: 8 percent volume growth,] the pass through of higher aluminum [removed: prices and] [added: prices,] favorable [removed: exchange rates.][added: price/mix and 4 percent volume growth, partially offset by approximately $400 million from unfavorable currency translation and the sale of the Russian aluminum beverage packaging business.]

| ($ in millions) | ​ | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Net sales | ​ | $ | [removed: 2,016] [added: 2,108] | ​ | $ | [removed: 1,695] [added: 2,016] | ​ | $ | [removed: 1,670] [added: 1,695] | ​ |

| Comparable operating earnings | ​ | ​ | [removed: 348] [added: 275] | ​ | ​ | [removed: 280] [added: 348] | ​ | ​ | [removed: 288] [added: 280] | ​ |

| Comparable operating earnings as a % of segment net sales | ​ | ​ | [removed: 17] [added: 13] | % | ​ | 17 | % | ​ | 17 | % |

[removed: Segment sales] [added: Sales] in [removed: 2021] [added: 2022] were [removed: $321] [added: $1,538] million higher compared to [removed: 2020] [added: 2021] primarily due to [removed: 3 percent volume growth and] the pass through of higher aluminum [removed: prices.][added: prices and the delayed recoverability of inflationary costs, partially offset by currency translation.]

Global Economic Environment

In 2022 data indicated a sharp rise in inflation in the regions where we operate.

Current and future inflationary effects may continue to be impacted by, among other things, supply chain disruptions, governmental stimulus or fiscal policies, changes in interest rates, and changing demand for certain goods and services as recovery from the COVID-19 pandemic continues.

We cannot predict with any certainty the impact that rising interest rates, a global or any regional recession, or higher inflation may have on our customers or suppliers.

Additionally, we are unable to predict the potential effects that any resurgence of COVID-19, its variants or any future pandemic, or the continuation or escalation of the military conflict between Russia and Ukraine, and related sanctions or market disruptions, may have on our business.

It remains uncertain how long any of these conditions may last or how severe any of them may become.

Net earnings attributable to Ball Corporation in 2022 were $159 million lower than 2021 primarily due to increased manufacturing and inflationary costs and net charges from the impairment of Russian long-lived assets and the gain from the sale of Ball’s Russian aluminum beverage packaging business, partially offset by the gain on sale of our remaining equity investment in Ball Metalpack, lower pension settlement charges in 2022 than in 2021 and lower depreciation expense.

In 2023 we expect to improve year-over-year results through fixed cost savings from rightsizing production and the contractual recovery of 2022 inflationary costs.

Additionally, we took actions to normalize inventory levels and reduce fixed and variable costs heading into 2023 that we expect will improve financial results.

Amortization expense in 2022 and 2021 included $135 million and $152 million, respectively, for the amortization of acquired Rexam intangibles.The decrease compared to the same period in 2021 is primarily due to revised estimated useful lives of the company’s manufacturing equipment, buildings and certain assembly and test equipment, as well as

the impairment and ultimate sale of the Russia aluminum beverage packaging business.

See [Note 4](#Note4AcquisitionsandDispositions) for details regarding the sale of the Russian operations.

Effective July 1, 2022, Ball revised the estimated useful lives of all of its equipment and buildings included in the analysis, which resulted in a net reduction in depreciation expense of approximately $49 million ($37 million after tax, or $0.12 per diluted share) for the year ended December 31, 2022, as compared to the amount of depreciation expense that would have been recognized by utilizing the prior depreciable lives.

This change in useful lives is expected to reduce depreciation expense by approximately $49 million for the six months ended June 30, 2023, for those assets included in the revision analysis.

The increase in SG&A expenses was primarily due to higher accounts receivable factoring costs, partially offset by lower personnel costs during the fourth quarter.

The amounts in 2022 included impairment losses on Russia’s long-lived asset group, the gain on sale of Ball’s Russian aluminum beverage packaging business, the gain on sale of Ball’s remaining equity method investment in Ball Metalpack, charges related to a Brazilian customer’s contract breach, facility shutdown costs, charges for employee severance and benefits related to cost-out activities and a charge related to a donation to the Ball Foundation.

Further details regarding business consolidation costs and other activities, including the Russian impairment and gain on sale, are provided in [Note 10](#Note10PropertyPlantandEquipmentNet) and [Note 4](#Note4AcquisitionsandDispositions), respectively.

Increased debt levels in 2022 compared to 2021 further contributed to higher interest expense for the year.

These reductions were partially offset by an increase of 2.3 percent for U.S. state and local taxes and by 1.6 percent for equity compensation related impacts.

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

In the third quarter of 2022, Ball announced the permanent closure of its aluminum beverage can manufacturing facilities in Phoenix, Arizona, and St. Paul, Minnesota.

The Phoenix facility ceased production in the fourth quarter of 2022, and the St. Paul facility ceased production in the first quarter of 2023.

Comparable operating earnings in 2022 were $39 million lower compared to 2021 primarily due to unfavorable fixed cost absorption, higher inflationary costs and unfavorable customer mix, partially offset by favorable contractual terms, cost pass throughs and lower depreciation expense associated with the third quarter 2022 revision of estimated useful lives.

In 2023 we expect to improve year-over-year results through fixed cost savings from rightsizing production and the contractual recovery of 2022 inflationary costs.

Comparable operating earnings in 2022 were $94 million lower compared to 2021 primarily due to approximately $40 million from unfavorable currency translation, the impact of higher inflation, energy costs, supply disruptions across the region and the sale of the Russian aluminum beverage packaging business, partially offset by the pass through of higher aluminum prices, volume growth and lower depreciation expense associated with the third quarter 2022 revision of estimated useful lives.

During the third quarter of 2022, and further to the Russian invasion of Ukraine, the company sold its Russian business, composed of three manufacturing facilities, for total cash consideration of $530 million.

The historical operations and results of the Russian aluminum packaging business, including the gain on sale, are included in the beverage packaging, EMEA segment.

See [Note 4](#Note4AcquisitionsandDispositions) to the consolidated financial statements within Item 8 of this annual report for additional discussion regarding the sale and its impact to Ball’s financial results.

A summary of the results of the Russian aluminum packaging business and the non-Russian components of the beverage packaging, EMEA, segment, for the years ended December 31, 2022 and 2021, are shown below:

| Net sales | ​ | ​ | ​ | ​ | ​ | ​ |

| Russia | ​ | $ | 554 | ​ | $ | 594 |

| Non-Russia | ​ | ​ | 3,300 | ​ | ​ | 2,915 |

| Beverage packaging, EMEA, segment | ​ | $ | 3,854 | ​ | $ | 3,509 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Comparable operating earnings | ​ | ​ | ​ | ​ | ​ | ​ |

| Russia | ​ | $ | 86 | ​ | $ | 129 |

| Non-Russia | ​ | ​ | 272 | ​ | ​ | 323 |

| Beverage packaging, EMEA, segment | ​ | $ | 358 | ​ | $ | 452 |

The Russian sales and comparable operating earnings figures in the above table include historical support by Russia for non-Russian regions.

See [Note 4](#Note4AcquisitionsandDispositions) to the consolidated financial statements within [Item 8](#Item8FinancialStatementsandSupplementary) of this annual report for additional discussion regarding the sale.

Novel Coronavirus (COVID-19)

The ongoing novel coronavirus (COVID-19) had a significant effect upon the global business environment during the year ended December 31, 2021.

Ball provides key products and services to the consumer beverage and household markets and the U.S. aerospace markets and, consequently, the operations of Ball and of its principal customers and suppliers have been designated as essential across our key markets.

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

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

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

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

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

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.

Amortization expense in 2021 and 2020 included $152 million and $150 million, respectively, for the amortization of acquired Rexam intangibles.

The increase in SG&A expenses was primarily due to higher personnel and other costs to support growth investments.

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.

These reductions were partially offset by an increase of 1.8 percent for the GILTI inclusion.

The 2021 effective income tax rate was also increased by 4.3 percent for enacted changes in tax laws and rates.

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

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.

Comparable operating earnings in 2021 were $98 million higher compared to 2020 primarily due to higher sales volumes and favorable mix.

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

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.

These capital expenditures will be funded by operating cash flows and external borrowings.

Second, we use derivative instruments [removed: such] as [removed: option and forward contracts as] economic and cash flow hedges of commodity price risk where there are material differences between sales and purchase contracted pricing and volume.

Considering the effects of derivative instruments, the company’s ability to pass through certain raw material costs through contractual provisions, the market’s ability to accept price increases and the company’s commodity price exposures under its contract terms, a hypothetical 10 percent adverse change in the company’s aluminum prices would result in an estimated [removed: $4] [added: $3] million after-tax reduction in net earnings over a one-year period.

To achieve these objectives, we may use a variety of [removed: interest rate swaps, collars and options] [added: derivative instruments] to manage our mix of floating and fixed-rate debt.

Interest rate instruments held by the company at December 31, [removed: 2021,] [added: 2022,] included pay-fixed interest rate swaps and options which effectively convert variable rate obligations to fixed-rate instruments.

Based on our interest rate exposure at December 31, [removed: 2021,] [added: 2022,] 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: $3] [added: $10] million after-tax reduction in net earnings over a one-year period.

In addition, at times Ball manages earnings translation volatility through the use of currency [removed: option] [added: derivative] strategies, and the change in the fair value of those [removed: options] [added: derivatives] is recorded in the company’s net earnings.

Sales contracts are negotiated with customers to reflect cost changes and, where there is not an exchange pass-through arrangement, the company may use [removed: forward and option contracts] [added: derivative instruments] to manage significant currency exposures.

Considering the company’s derivative financial instruments outstanding at December 31, [removed: 2021,] [added: 2022,] and the various currency exposures, a hypothetical 10 percent reduction (U.S. dollar strengthening) in currency exchange rates compared to the U.S. dollar would result in an estimated [removed: $13] [added: $15] million after-tax reduction in net earnings over a one-year period.

[removed: This] [added: A] hypothetical [added: 10 percent] adverse change in the U.S. dollar’s currency exchange rates would [removed: also] increase our forecasted average debt balance by [removed: $227] [added: approximately $170] million.

In [removed: 2021,] [added: 2022,] our total consolidated net sales were [removed: $13.8] [added: $15.35] billion.

Our packaging businesses were responsible for [removed: 86] [added: 87] percent of our net sales, with the remaining [removed: 14] [added: 13] percent contributed by our aerospace business.

We are headquartered in Westminster, Colorado, and our stock is listed for trading on the New York Stock Exchange under the ticker symbol [removed: BLL.][added: BALL.]

Like uncompromising integrity and customer focus, sustainability [removed: is] [added: and circularity are] part of our Drive for 10 vision and [removed: has] [added: have] been a part of who we are since our founding in 1880.

Our triple bottom-line approach to sustainability – environmental, economic and social – has evolved over the [added: past 20] years [removed: and] [added: and, together with our objective of providing truly circular economic solutions for our customers,] is the lens through which we [added: continue to] conduct business at every level of our [removed: organization today.][added: organization.]

Sustainability [removed: is] [added: and circularity constitute] a key part of our business [removed: strategy,] [added: strategy] and [removed: it influences] [added: influence] how we manage and operate our businesses, serve our customers, care for the environment and our communities, secure profits and drive long-term prosperity.

Today’s consumers are [removed: acutely aware of the plastic pollution crisis, and they are] choosing brands based on their sustainability [added: and circularity] credentials.

[removed: Customers] [added: Ball customers] understand this growing [removed: concern for the environment] [added: priority] and their unique position in impacting the environment, especially through the packaging materials they use.

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

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

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

[removed: That’s] [added: That is] why 75 percent of all aluminum ever produced is still in use today.

In the case of aluminum cans, bottles or [removed: cups] [added: cups,] which are monomaterial, the aluminum can be recycled and made back into the same product in as little as 60 days.

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

Because recycling aluminum saves resources and uses significantly less energy than primary aluminum production, we are innovating and collaborating with our customers, supply chain, [added: industry groups] and other public and private partners to establish and financially support initiatives to increase recycling rates around the world.

[removed: For example, we] [added: We] work together to create effective collection and recycling systems and educate consumers about the sustainability [added: and circularity] benefits of aluminum packaging.

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

At [removed: Ball,] [added: Ball] our sustained long-term success depends not only on our products and our operations, but on an engaged workforce.

In [removed: 2021,] [added: 2022] Ball and its employees donated over [removed: $5] [added: $8] million supporting more than [removed: 2,900 non-profits] [added: 2,800 non-profit organizations] and logged more than [removed: 24,000] [added: 30,000] hours of volunteer service to non-profit organizations centered on building sustainable communities through recycling, education, and disaster preparedness and relief initiatives.

At the end of [removed: 2021,] [added: 2022,] the company and its subsidiaries employed approximately [removed: 24,300] [added: 21,000] employees, including approximately [removed: 11,900] [added: 10,300] employees in the U.S. Details of collective bargaining agreements are included within [Item 1A, Risk [removed: Factors](#Item1ARiskFactors_344823),] [added: Factors](#Item1ARiskFactors_344823)] of this annual report.

Embracing our rich [removed: 142-year] [added: 143-year] history, we “know who we [removed: are”,] [added: are,”] a company that respects and values each of our employees and their collective desire to deliver value to all our stakeholders.

[removed: Over the past six years, we have made meaningful] progress on D&I, which has been recognized by external organizations, including Forbes, which recognized Ball among [removed: the] “America’s Best Employers for Diversity” in [removed: 2020,] [added: 2019, the American Association of People with Disabilities (AAPD), which recognized Ball as a best place to work for disability inclusion on the 2022 Disability Equality Index,] and the Human Rights Campaign Foundation, which listed Ball among the “Best Places to Work for LGBTQ Equality” in [removed: 2021 and 2022 and awarded Ball with] [added: five out of the last six years, including] a perfect score on its Corporate Equality Index list in 2021 and 2022.

Our dedicated D&I function reports directly to our [removed: CEO,] [added: Chief Human Resources Officer,] and we understand that the key to success is shared accountability rather than designating a single owner for this critical area.

Our focus to date has been on providing unconscious bias training for our global workforce, [removed: expanding] [added: continuing to expand] our Ball Network and Interest Groups (BNIs) in terms of quantity and [removed: geography,] [added: geography] and increasing awareness about the importance of D&I and each employee’s role in ensuring that we have a culture where people can bring their authentic selves to work and thrive.

As we move forward, we are accelerating our D&I efforts with a [removed: greater] sense of urgency.

In June 2020, we instituted a new global cloud-based human capital management platform that [removed: will] [added: has] – among many other talent-focused features – [removed: enable] [added: enabled] us to more fully understand employee demographics and identify how we can better enhance our diversity around the world.

Each of our business segment leaders has committed to help drive further D&I progress during [removed: 2022] [added: 2023] and beyond.

Currently, [removed: 62] [added: 67] percent of our board of directors [removed: are] [added: is] either gender or ethnically diverse, including five female board members, and [removed: 30] [added: 44] percent of our company’s executive leadership team [removed: are] [added: is] either gender or ethnically diverse.

| | ● | 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 [removed: behaviors] [added: behaviors;] |

| | ● | Leadership and personal development coaching opportunities [removed: through a partnership] [added: by teaming] with BetterUp; |

| | ● | On-going education for people leaders around our Inspire, Connect, and Achieve leadership behaviors; [added: and] |

We also communicate company information through news releases, executive communications, [removed: internal management information bulletins,] digital signage and our weekly Ball eNews through the new BallConnect intranet, which are available to all employees.

We have many recognition-oriented awards throughout our company, including our corporate and divisional awards of [removed: excellence.][added: excellence, the Living Well Cup and global operations plant sustainability awards.]

We have steadily upgraded our total rewards function over the past decade with the [added: ongoing] objective of acquiring, rewarding and retaining the best talent by providing total rewards that are competitive and performance based.

Our compensation programs, including our long-standing EVA® based incentive plans, reflect our commitment to [removed: reward performance] [added: a pay-for-performance philosophy] that drives shareholder value.

The EAP provides employees and their families access to mental health, stress management and [added: other] support resources [removed: during these difficult times.][added: essential to navigating life changes and challenges.]

Additional information on our human capital programs can be found in the Ball Corporation [removed: Sustainability] [added: Combined] Report, which is available at www.ball.com/sustainability.

Beverage packaging, North and Central America, is Ball’s largest segment, accounting for [removed: 42] [added: 44] percent of consolidated net sales in [removed: 2021.][added: 2022.]

Aluminum beverage containers and ends are produced at [removed: 20] [added: 18] 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: four] [added: three] investments that are accounted for using the equity method.

Sustainability and Circularity

We focus our sustainability and circularity efforts on environmental, social and governance (ESG) impacts through the lenses of product stewardship and social impacts, exhibited through our commitment to achieve a science-based 55 percent reduction in our greenhouse gas (GHG) footprint by 2030 and net zero carbon emissions prior to 2050, as well as human capital management, including diversity and inclusion, and community engagement.

Our commitment extends beyond our walls and includes purchasing aluminum from certified sustainable sources and reducing value chain emissions in order to facilitate achievement of Ball’s and its customers’ GHG reduction objectives.

Aluminum cans, bottles and cups are an attractive option for sustainability-conscious brands with commitments to real world recyclability and increasing their usage of recycled materials in consumer packaging.

In addition, growing sustainability compliance costs for substrates with less favorable circularity credentials continue to see their costs of ownership rise in several regions.

During 2022 the company proactively supported further expansion of Deposit Return Systems

(DRS) and Extended Producer Responsibility (EPR) programs in several regions.

For example, Colorado signed an EPR program into law in 2022 requiring companies who sell packaging products to fund a statewide recycling system to recycle those materials.

The data captured through Ball built instruments and satellites enable and enhance understanding of the Earth’s ecosystem and help scientists to pinpoint more accurately what type of GHGs and pollutants are being emitted, where they are coming from, and a precise idea of where they are moving.

For the fourth year in a row, Ball received an A- score in CDP’s climate change program.

In addition, Ball maintained a MSCI AA ESG rating, was included on the 2022 Dow Jones Sustainability Index, and was recognized as one of America’s Most Responsible Companies by Newsweek.

Over the past seven years, we have made meaningful

Going into 2023, we plan to introduce tools for inclusion in our learning management system to enhance the unconscious bias training we provide to our global workforce.

We will also enhance the purpose and mission of our BNIs to better serve overall business objectives and will be preparing to launch an Inclusion Council led by our Vice President of Diversity and Inclusion and sponsored by our Chief Executive Officer and Chief Human Resources Officer.

The health, safety and wellness of all employees is a top priority at Ball.

In the third quarter of 2022, Ball announced the permanent closure of its aluminum beverage can manufacturing facilities in Phoenix, Arizona, and St. Paul, Minnesota.

The Phoenix facility ceased production in the fourth quarter of 2022, and the St. Paul facility ceased production in the first quarter of 2023.

In the third quarter of 2022, Ball completed the sale of its aluminum beverage packaging business located in Russia, which included three aluminum beverage can manufacturing facilities.

In the third quarter, Ball permanently ceased operations at its aluminum beverage can manufacturing facility in Santa Cruz, Brazil, and temporarily reduced production across its remaining Brazilian beverage can manufacturing footprint.

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.

Sustainability

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

Our commitment extends beyond our walls.

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

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

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.

The health, safety and wellness of each of our employees has been one of Ball’s top priorities for many years.

Since the onset of the ongoing novel coronavirus (COVID-19) pandemic, nearly all of our businesses have been deemed essential by the governments where we operate, and our production facilities have operated continuously.

During this time, we have put employee health and well-being front and center, and we have adjusted our approach to how work gets done accordingly.

Our guiding principles throughout the pandemic have been safety, flexibility and empathy.

Ball has implemented rigorous safety protocols in all its locations, including face coverings, social distancing, contact tracing, employee testing and enhanced cleaning.

Most office-based roles have transitioned to a flexible working environment, and our IT systems have been flexed to support more virtual meetings and remote collaboration.

We are actively preparing for a more flexible approach to traditional office roles after the pandemic ends.

Finally, despite the effects of the pandemic and in direct support of our growing businesses, Ball increased its net employee headcount by approximately 2,800 employees during 2021.

In 2021, the company began production in its new plants in Glendale, Arizona, Pittston, Pennsylvania, and Bowling Green, Kentucky.

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.

Much like in other parts of the world, the aluminum beverage container competes aggressively with other packaging materials used by the beer and carbonated soft drink industries.

Aluminum is traded primarily in U.S. dollars, while the functional currencies of our EMEA operations are various other currencies.

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.

In 2020, Ball acquired an aluminum aerosol packaging business in Itupeva, Brazil, and in 2019, Ball sold its steel aerosol packaging business in Argentina.

For the fiscal year ended December [removed: 31, 2021][added: 31, 2022]

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

The aggregate market value of voting stock held by non-affiliates of the registrant was [removed: $26.5] [added: $21.6] billion based upon the closing market price and common shares outstanding as of June 30, [removed: 2021.][added: 2022.]

| Class | ​ | Outstanding at February [removed: 14, 2022] [added: 16, 2023] |

| Common Stock, without par value | ​ | [removed: 321,495,737] [added: 314,424,560] shares |

| 1. | Proxy statement to be filed with the Commission within 120 days after December 31, [removed: 2021,] [added: 2022,] to the extent indicated in Part III. |

For the year ended December 31, [removed: 2021][added: 2022]

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

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

| [Item 1B.](#Item1BUnresolvedStaffComments_899593) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_899593) | | [removed: [2](#Item1BUnresolvedStaffComments_899593)2] [added: 22] |

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

| [Item 3.](#Item3LegalProceedings_181005) | [Legal Proceedings](#Item3LegalProceedings_181005) | | [removed: [2](#Item3LegalProceedings_181005)4] [added: 24] |

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

| [Item [removed: 5.](#Item5MarketforRegistrant)] [added: 5.](#Item5MarketforRegistrantsCommonEquity)] | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer [removed: Purchases](#Item5MarketforRegistrant)] [added: Purchases](#Item5MarketforRegistrantsCommonEquity)] | | [removed: [24](#Item5MarketforRegistrant)] [added: 24] |

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

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

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

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

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

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

| ​ | [Consolidated Statements of Earnings for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#Earnings_26886)] [added: 2020](#Earnings_26886)] | | [removed: [40](#ConsolidatedStatementofEarnings)] [added: 41] |

| ​ | [Consolidated Statements of Comprehensive Earnings (Loss) for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ComprehensiveEarningsLoss_91149)] [added: 2020](#ComprehensiveEarningsLoss_91149)] | | [removed: [41](#ComprehensiveEarningsLoss_91149)] [added: 42] |

| ​ | [Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020](#BalanceSheets_38407)] [added: 2021](#BalanceSheets_38407)] | | [removed: [42](#BalanceSheets_38407)] [added: 43] |

| ​ | [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#CashFlows_398598)] [added: 2020](#CashFlows_398598)] | | [removed: [43](#CashFlows_398598)] [added: 44] |

| ​ | [Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ShareholdersEquity_370455)] [added: 2020](#ShareholdersEquity_370455)] | | [removed: [44](#ShareholdersEquity_370455)] [added: 45] |

| ​ | [Notes to the Consolidated Financial Statements](#NotestotheConsolidatedFinancialStatement) | | [removed: [45](#NotestotheConsolidatedFinancialStatement)] [added: 46] |

| ​ | [Note 1, Critical and Significant Accounting Policies](#Note1CriticalandSignificantAccountingPol) | | [removed: [45](#Note1CriticalandSignificantAccountingPol)] [added: 46] |

| ​ | [Note 2, Accounting Pronouncements](#Note2AccountingPronouncements) | | [removed: [55](#Note2AccountingPronouncements)] [added: 56] |

| ​ | [Note 3, Business Segment Information](#Note3BusinessSegmentInformation) | | [removed: [55](#Note3BusinessSegmentInformation)] [added: 57] |

| ​ | [Note 4, Acquisitions and Dispositions](#Note4AcquisitionsandDispositions) | | [removed: [58](#Note4AcquisitionsandDispositions)] [added: 60] |

| ​ | [Note 5, Revenue from Contracts with Customers](#Note5RevenuefromContractswithCustomers) | | [removed: [59](#Note5RevenuefromContractswithCustomers)] [added: 62] |

| ​ | [Note 6, Business Consolidation and Other Activities](#Note6BusinessConsolidationandOtherActivi) | | [removed: [60](#Note6BusinessConsolidationandOtherActivi)] [added: 63] |

| ​ | [Note 7, Supplemental Cash Flow Statement Disclosures](#Note7SupplementalCashFlowDisclosures) | | [removed: [63](#Note7SupplementalCashFlowDisclosures)] [added: 65] |

| ​ | [Note 8, Receivables, Net](#Note8ReceivalesNet) | | [removed: [63](#Note8ReceivalesNet)] [added: 65] |

| ​ | [Note 9, Inventories, Net](#Note9InventoriesNet) | | [removed: [64](#Note9InventoriesNet)] [added: 66] |

| ​ | [Note 10, Property, Plant and Equipment, Net](#Note10PropertyPlantandEquipmentNet) | | [removed: [64](#Note10PropertyPlantandEquipmentNet)] [added: 66] |

| ​ | [Note 11, Goodwill](#Note11Goodwill) | | [removed: [65](#Note11Goodwill)] [added: 67] |

| ​ | [Note 12, Intangibles Assets, Net](#Note12Intangibles) | | [removed: [65](#Note12Intangibles)] [added: 67] |

| ​ | [Note 13, Other Assets](#Note13OtherAssets) | | [removed: [66](#Note13OtherAssets)] [added: 68] |

| ​ | [Note 14, Leases](#Note14Leases) | | [removed: [66](#Note14Leases)] [added: 68] |

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.

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).

Facilities in the process of being constructed, or that have [added: permanently] ceased production, have been excluded from the list.

| | ● | Saint Paul, Minnesota (closed in the first quarter of 2023) |

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

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

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

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

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

| | ● | Phoenix, Arizona |

| | ● | Saint Paul, Minnesota |

| | ● | Argayash, Russia |

| | ● | Naro Fominsk, Russia |

| | ● | Vsevolozhsk, Russia |

| | ● | Santa Cruz, Brazil |

Ball Corporation common stock [removed: (BLL)] is listed for trading on the New York Stock [removed: Exchange.][added: Exchange under the ticker symbol BALL.]

There were [removed: 6,330] [added: 6,739] common shareholders of record on February [removed: 14, 2022.][added: 16, 2023.]

The following table summarizes the company’s repurchases of its common stock during the quarter ended December 31, [removed: 2021.][added: 2022.]

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: 2021.][added: 2022.]

The graph assumes $100 was invested on December 31, [removed: 2016,] [added: 2017,] and that all dividends were reinvested.

[removed: ][added: ]

| ​ | ​ | [removed: 12/31/2016 | | ​ |] 12/31/2017 | | ​ | 12/31/2018 | | ​ | 12/31/2019 | | ​ | 12/31/2020 | | ​ | 12/31/2021 | | [added: ​ | 12/31/2022 | |]

| October 1 to October 31, 2022 | ​ | — | ​ | $ | — | ​ | — | ​ | 19,657,010 |

| November 1 to November 30, 2022 | ​ | — | ​ | ​ | — | ​ | — | ​ | 19,657,010 |

| December 1 to December 31, 2022 | ​ | — | ​ | ​ | — | ​ | — | ​ | 19,657,010 |

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

| BALL | ​ | $ | 100.00 | ​ | $ | 122.65 | ​ | $ | 173.97 | ​ | $ | 252.58 | ​ | $ | 263.00 | ​ | $ | 141.42 |

| S&P 500 | ​ | ​ | 100.00 | ​ | ​ | 95.62 | ​ | ​ | 125.72 | ​ | ​ | 148.85 | ​ | ​ | 191.58 | ​ | ​ | 156.88 |

| DJ US Containers & Packaging | ​ | ​ | 100.00 | ​ | ​ | 79.85 | ​ | ​ | 100.28 | ​ | ​ | 118.67 | ​ | ​ | 129.17 | ​ | ​ | 103.73 |

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 | ​ | ​ |

TOTAL RETURN TO STOCKHOLDERS

(Assumes $100 investment on 12/31/16)

| 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 |

We have audited the accompanying consolidated balance sheets of Ball Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the COSO.

As described in Notes 1 and 3 to the consolidated financial statements, net sales for the aerospace segment were [removed: $1.9] [added: $2.0] billion for the year ended December 31, [removed: 2021,] [added: 2022,] including sales under fixed-price long-term contracts, which are primarily recognized using percentage-of-completion accounting under the cost-to-cost method.

[removed: February 16, 2022][added: 2022]

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

| ($ in millions, except per share amounts) | [removed: 2021] | [added: ​] | [added: 2022 | |] ​ | [removed: 2020] [added: 2021] | | ​ | [removed: 2019] [added: 2020] | |

| Net sales | [added: ​ | ​ |] $ | [removed: 13,811] [added: 15,349] | ​ | $ | [removed: 11,781] [added: 13,811] | ​ | $ | [removed: 11,474] [added: 11,781] |

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

| Cost of sales (excluding depreciation and amortization) | ​ | [removed: (11,085)] [added: ​] | ​ | [added: (12,766) |] ​ | [removed: (9,323)] [added: ​] | [added: (11,085) |] ​ | ​ | [removed: (9,203)] [added: (9,323)] |

| Depreciation and amortization | ​ | [removed: (700)] [added: ​] | ​ | [added: (672) |] ​ | [removed: (668)] [added: ​] | [added: (700) |] ​ | ​ | [removed: (678)] [added: (668)] |

| Selling, general and administrative | ​ | [removed: (593)] [added: ​] | ​ | [added: (626) |] ​ | [removed: (525)] [added: ​] | [added: (593) |] ​ | ​ | [removed: (417)] [added: (525)] |

| Business consolidation and other activities | ​ | [removed: (142)] [added: ​] | ​ | [added: (71) |] ​ | [removed: (262)] [added: ​] | [added: (142) |] ​ | ​ | [removed: (244)] [added: (262)] |

| ​ | ​ | [removed: (12,520)] [added: ​] | ​ | [added: (14,135) |] ​ | [removed: (10,778)] [added: ​] | [added: (12,520) |] ​ | ​ | [removed: (10,542)] [added: (10,778)] |

| Earnings before interest and taxes | ​ | [removed: 1,291] [added: ​] | ​ | [added: 1,214 |] ​ | [removed: 1,003] [added: ​] | [added: 1,291 |] ​ | ​ | [removed: 932] [added: 1,003] |

| Interest expense | ​ | [removed: (270)] [added: ​] | ​ | [added: (312) |] ​ | [removed: (275)] [added: ​] | [added: (270) |] ​ | ​ | [removed: (317)] [added: (275)] |

| Debt refinancing and other costs | ​ | [removed: (13)] [added: ​] | ​ | [added: (18) |] ​ | [removed: (41)] [added: ​] | [added: (13) |] ​ | ​ | [removed: (7)] [added: (41)] |

| Total interest expense | ​ | [removed: (283)] [added: ​] | ​ | [added: (330) |] ​ | [removed: (316)] [added: ​] | [added: (283) |] ​ | ​ | [removed: (324)] [added: (316)] |

| Earnings before taxes | ​ | [removed: 1,008] [added: ​] | ​ | [added: 884 |] ​ | [removed: 687] [added: ​] | [added: 1,008 |] ​ | ​ | [removed: 608] [added: 687] |

| Tax (provision) benefit | ​ | [removed: (156)] [added: ​] | ​ | [added: (159) |] ​ | [removed: (99)] [added: ​] | [added: (156) |] ​ | ​ | [removed: (71)] [added: (99)] |

| Equity in results of affiliates, net of tax | ​ | [removed: 26] [added: ​] | ​ | [added: 7 |] ​ | [removed: (6)] [added: ​] | [added: 26 |] ​ | ​ | [removed: (1)] [added: (6)] |

| Net earnings | ​ | [removed: 878] [added: ​] | ​ | [added: 732 |] ​ | [removed: 582] [added: ​] | [added: 878 |] ​ | ​ | [removed: 536] [added: 582] |

| Net [removed: (earnings) loss] [added: earnings (loss)] attributable to noncontrolling interests | ​ | [removed: —] [added: ​] | ​ | [added: 13 |] ​ | [removed: 3] [added: ​] | [added: — |] ​ | ​ | [removed: 30] [added: (3)] |

| Net earnings attributable to Ball Corporation | [added: ​ | ​ |] $ | [removed: 878] [added: 719] | ​ | $ | [removed: 585] [added: 878] | ​ | $ | [removed: 566] [added: 585] |

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

| Basic | [added: ​ | ​ |] $ | [removed: 2.69] [added: 2.27] | ​ | $ | [removed: 1.79] [added: 2.69] | ​ | $ | [removed: 1.71] [added: 1.79] |

| Diluted | [added: ​ | ​ |] $ | [removed: 2.65] [added: 2.25] | ​ | $ | [removed: 1.76] [added: 2.65] | ​ | $ | [removed: 1.66] [added: 1.76] |

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

| Basic | ​ | [removed: 325,989] [added: ​] | ​ | [added: 316,433 |] ​ | [removed: 326,260] [added: ​] | [added: 325,989 |] ​ | ​ | [removed: 331,102] [added: 326,260] |

| Diluted | ​ | [removed: 331,615] [added: ​] | ​ | [added: 320,008 |] ​ | [removed: 332,815] [added: ​] | [added: 331,615 |] ​ | ​ | [removed: 340,121] [added: 332,815] |

| ($ in millions) | | ​ | [removed: 2021] [added: 2022] | | ​ | [removed: 2020] [added: 2021] | | ​ | [removed: 2019] [added: 2020] | |

| Net earnings | ​ | ​ | $ | [removed: 878] [added: 732] | ​ | $ | [removed: 582] [added: 878] | ​ | $ | [removed: 536] [added: 582] |

| Currency translation adjustment | ​ | ​ | ​ | [removed: 19] [added: 99] | ​ | ​ | [removed: (215)] [added: 19] | ​ | ​ | [removed: 166] [added: (215)] |

| Pension and other postretirement benefits | ​ | ​ | ​ | [removed: 392] [added: (73)] | ​ | ​ | [removed: 118] [added: 392] | ​ | ​ | [removed: (270)] [added: 118] |

| Derivatives designated as hedges | ​ | ​ | ​ | [removed: 70] [added: (181)] | ​ | ​ | [removed: 102] [added: 70] | ​ | ​ | [removed: 58] [added: 102] |

| Total other comprehensive earnings (loss) | ​ | ​ | ​ | [removed: 481] [added: (155)] | ​ | ​ | [removed: 5] [added: 481] | ​ | ​ | [removed: (46)] [added: 5] |

| Income tax (provision) benefit | ​ | ​ | ​ | [removed: (109)] [added: 58] | ​ | ​ | [removed: (49)] [added: (109)] | ​ | ​ | [removed: 50] [added: (49)] |

| Total other comprehensive earnings (loss), net of tax | ​ | ​ | ​ | [removed: 372] [added: (97)] | ​ | ​ | [removed: (44)] [added: 372] | ​ | ​ | [removed: 4] [added: (44)] |

| Total comprehensive earnings [removed: (loss)] | ​ | ​ | ​ | [removed: 1,250] [added: 635] | ​ | ​ | [removed: 538] [added: 1,250] | ​ | ​ | [removed: 540] [added: 538] |

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

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

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

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

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

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

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

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

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

| Net earnings | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 719 | ​ | ​ | — | ​ | ​ | 13 | ​ | ​ | 732 | ​ |

| Dividends paid to noncontrolling interest | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (5) | ​ | ​ | (5) | ​ |

| Balance at December 31, 2022 | ​ | 682,144 | ​ | $ | 1,260 | ​ | (368,036) | ​ | $ | (4,429) | ​ | $ | 7,309 | ​ | $ | (679) | ​ | $ | 66 | ​ | $ | 3,527 | ​ |

During 2022, the company completed an evaluation of the estimated useful lives of its manufacturing equipment, buildings and certain assembly and test equipment.

See [Note 10](#Note10PropertyPlantandEquipmentNet) for additional discussion.

The company records the

_Global Economic Environment_

In 2022, data indicated a sharp rise in inflation in the regions where we operate.

Current and future inflationary effects may continue to be impacted by, among other things, supply chain disruptions, governmental stimulus or fiscal policies, changes in interest rates, and changing demand for certain goods and services as recovery from the COVID-19 pandemic continues.

We cannot predict with any certainty the impact that rising interest rates, a global or any regional recession, or higher inflation may have on our customers or suppliers.

Additionally, we are unable to predict the potential effects that any resurgence of COVID-19, its variants or any future pandemic, or the continuation or escalation of the military conflict between Russia and Ukraine, and related sanctions or market disruptions, may have on our business.

It remains uncertain how long any of these conditions may last or how severe any of them may become.

Government Assistance Disclosure

In 2021, new guidance was issued by the Financial Accounting Standards Board (FASB) related to the disclosure of government assistance received.

The adoption of this new guidance did not have a material effect on the company’s consolidated financial statements.

Supply Chain Finance Obligations

In 2022, new guidance was issued by the FASB with the goal of enhancing transparency around supply chain finance arrangements for which a supplier may receive early payments on their invoices.

The company is currently assessing the impact that the adoption of this new guidance will have on its consolidated financial statements and expects to meet the disclosure requirements in the first quarter of 2023.

Ball sold its former operations located in Russia during the third quarter of 2022.

Ball’s operations and results of its former Russian aluminum packaging business are included in the results of the beverage packaging, EMEA, business through the date of the disposal in the third quarter of 2022.

Refer to [Note 4](#Note4AcquisitionsandDispositions) for additional details on both transactions.

| 2022 | ​ | $ | 8,487 | ​ | $ | 1,450 | ​ | $ | 5,412 | ​ | $ | 15,349 |

| As of December 31, 2022 | ​ | $ | 4,316 | ​ | $ | 1,193 | ​ | $ | 729 | ​ | $ | 2,530 | ​ | $ | 8,768 |

Russia

In the first quarter of 2022, the company announced that it was pursuing the sale of its aluminum beverage packaging business located in Russia.

In the second quarter of 2022, Ball experienced deteriorating conditions and determined this constituted a triggering event for its Russian long-lived asset group.

As a result, Ball performed a Level 3 expected cash flow recoverability analysis, using an income valuation approach with various scenarios, including a near-term sale of the business, to estimate the fair value of the long-lived assets, and recorded an impairment loss of $435 million during the second quarter of 2022.

This non-cash charge has been presented in business consolidation and other activities.

In the third quarter of 2022, the company completed the sale of its Russian aluminum beverage packaging business for total cash consideration of $530 million and recorded a gain on disposal of $222 million in business consolidation and other activities.

The gain on sale includes cumulative currency translation gains that were recorded in accumulated other comprehensive earnings (loss) and were released upon the complete liquidation of our investment in Russia that resulted upon the sale.

The net gain also includes goodwill associated with our beverage packaging, EMEA, reporting unit that was allocated to the Russian disposal group at the date of sale.

​

​

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| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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| Proceeds (payments) from issuances of common stock, net of shares used for taxes | ​ | ​ | 47 | ​ | ​ | (18) | ​ | ​ | 19 | ​ |

| Balance at December 31, 2018 | ​ | 673,237 | ​ | ​ | 1,157 | ​ | (337,979) | ​ | ​ | (2,205) | ​ | ​ | 5,341 | ​ | ​ | (835) | ​ | ​ | 104 | ​ | ​ | 3,562 | ​ |

| Net earnings | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 566 | ​ | ​ | — | ​ | ​ | (30) | ​ | ​ | 536 | ​ |

| Currency translation recognized in earnings from the sale of the Argentina steel aerosol business | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 45 | ​ | ​ | — | ​ | ​ | 45 | ​ |

| Reclassification of stranded tax effects | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 79 | ​ | ​ | (79) | ​ | ​ | — | ​ | ​ | — | ​ |

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Realized gains and losses from hedges are classified in the consolidated statements of earnings consistent with the accounting treatment of the items being hedged.

Actual amounts realized upon settlement of contingencies may be different than amounts recorded and disclosed, and such adjustments could have a significant impact on the company's consolidated financial statements.

The current global business environment is being impacted directly and indirectly by the effects of the novel coronavirus (COVID-19), and it is not possible to accurately estimate the impacts of COVID-19.

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Income Tax Simplification

In 2019, new guidance was issued to simplify the accounting for income taxes.

Ball adopted this guidance and all related amendments on January 1, 2021, applying either the retrospective basis, the modified retrospective method, or the prospective method where appropriate.

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.

| 2019 | ​ | ​ | 5,747 | ​ | ​ | 1,351 | ​ | ​ | 4,376 | ​ | ​ | 11,474 |

As of December 31, [removed: 2021,] [added: 2022,] 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.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The executive officers of the company as of February [removed: 16, 2022,] [added: 21, 2023,] were as follows:

Baker, [removed: 64,] [added: 65,] Vice President, General Counsel and Corporate Secretary since July 2011; Vice President, General Counsel and Assistant Corporate Secretary from 2004 to 2011; various other positions within the company, 1993 to 2004.

Carey, [removed: 43,] [added: 44,] Vice President and Controller since November 2017; Assistant Controller from 2014 to November 2017.

Fisher, [removed: 49, President, since January 2021; elected as] [added: 50, President and] Chief Executive Officer [removed: on] [added: since April 2022; President, Ball Corporation from] January [removed: 26, 2022, which will become effective] [added: 2021 to] April [removed: 27,] 2022; Senior Vice President, Ball Corporation, and Chief Operating Officer, Global Beverage Packaging, [removed: since] [added: from] December [removed: 2016;] [added: 2016 to January 2021;] President, Beverage Packaging North and Central America from 2014 to 2016; various other positions within the company, 2010 to 2014.

[removed: Hayes, 56, Chairman] [added: Morrison, 60, Executive Vice President] and Chief [removed: Executive] [added: Financial] Officer since January 2021; [removed: Chairman,] [added: Senior Vice] President and Chief [removed: Executive] [added: Financial] Officer [removed: since 2013;] [added: from 2010 to January 2021;] various other positions within the company, [removed: 1999] [added: 2000] to [removed: 2013.][added: 2010.]

Kaufman, [removed: 56,] [added: 57,] 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.

Lewis, [removed: 55,] [added: 56,] Senior Vice President, Ball Corporation, and Chief Operating Officer, Global Beverage Packaging, since January 2021; President, Beverage Packaging EMEA from 2019 to 2021; Chief Supply Chain Officer, Coca-Cola European Partners plc, 2016 to 2019.

Stacey Valy Panayiotou, [removed: 49,] [added: 50,] Senior Vice President and Chief Human Resources Officer since November 2021; Executive Vice President of Human Resources, Graphic Packaging International, 2019 to 2021.

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: 2021,] [added: 2022,] is incorporated herein by reference.

Deron J.

Goodwin, 57, Vice President and Treasurer since September 2022; Assistant Treasurer from 2016 to September 2022.

John A.

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

Jeffrey A.

Knobel, 50, Vice President and Treasurer since 2011; Treasurer from 2010 to 2011; various other positions within the company, 1997 to 2010.

Morrison, 59, Executive Vice President and Chief Financial Officer since January 2021; Senior Vice President and Chief Financial Officer since 2010; various other positions within the company, 2000 to 2010.

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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] is incorporated herein by reference.

| Equity compensation plans approved by security holders | ​ | 9,351,884 | ​ | $ | 52.07 | ​ | 12,933,109 |

| Total | ​ | 9,351,884 | ​ | $ | 52.07 | ​ | 12,933,109 |

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

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

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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] is incorporated herein by reference.

[Consolidated statements of earnings — Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ConsolidatedStatementofEarnings)][added: 2020](#ConsolidatedStatementofEarnings)]

[Consolidated statements of comprehensive earnings (loss) — Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ComprehensiveEarningsLoss_91149)][added: 2020](#ComprehensiveEarningsLoss_91149)]

[Consolidated balance sheets — December 31, [removed: 2021] [added: 2022] and [removed: 2020](#BalanceSheets_38407)][added: 2021](#BalanceSheets_38407)]

[Consolidated statements of cash flows — Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#CashFlows_398598)][added: 2020](#CashFlows_398598)]

[Consolidated statements of shareholders’ equity — Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ShareholdersEquity_370455)][added: 2020](#ShareholdersEquity_370455)]

| 3.i | ​ | [Amended Articles of Incorporation revised [removed: May 4, 2017] [added: April 27, 2022] (filed by incorporation by reference to [added: Exhibit 3.i of] the [removed: Annual] [added: Current] Report on Form [removed: 10-K for the year ended December 31, 2017)] [added: 8-K dated April 27, 2022)] filed [removed: March 1, 2018.](http://www.sec.gov/Archives/edgar/data/9389/000155837018001345/bll-20171231ex3i62e3398.htm)] [added: May 3, 2022.](https://www.sec.gov/Archives/edgar/data/9389/000000938922000010/bll-20220427ex3i50bf911.htm)] |

| 4.1(d) | ​ | [Tenth Supplemental Indenture, dated as of [removed: March 27,] [added: June 25,] 2015, among Ball Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (filed by incorporation by reference to Exhibit 4.2 of the Current Report on Form 8-K dated June 22, 2015) filed June 25, 2015.](http://www.sec.gov/Archives/edgar/data/9389/000110465915047681/a15-13860_6ex4d2.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/9389/000155837022001251/bll-20211231xex4d2d.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex4d2d.htm)] |

| [removed: 12] [added: 22] | ​ | [Obligor group subsidiaries of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837022001251/bll-20211231xex12.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex22.htm)] |

| 14 | ​ | [Ball Corporation Executive Officers and Board of Directors Business Ethics Statement, revised July [removed: 29, 2015 (filed by incorporation by reference to Exhibit 14 of the Annual Report on Form 10-K for the year ended December 31, 2015) filed February 16, 2016.](http://www.sec.gov/Archives/edgar/data/9389/000110465916097390/a15-23354_1ex14.htm)] [added: 27, 2022. (Filed herewith.](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex14.htm))] |

| 21 | ​ | [List of Subsidiaries of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837022001251/bll-20211231xex21.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex21.htm)] |

| 23 | ​ | [Consent of Independent Registered Public Accounting Firm. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837022001251/bll-20211231xex23.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex23.htm)] |

| 24 | ​ | [Limited Power of Attorney. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837022001251/bll-20211231xex24.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex24.htm)] |

| 31.1 | ​ | [Certifications pursuant to Rule 13a-14(a) or Rule 15d-14(a), by [removed: John A. Hayes, Chairman] [added: Daniel W. Fisher, President] and Chief Executive Officer of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837022001251/bll-20211231xex31d1.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex31d1.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/9389/000155837022001251/bll-20211231xex31d2.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex31d2.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 [removed: John A. Hayes, Chairman] [added: Daniel W. Fisher, President] and Chief Executive Officer of Ball Corporation. (Furnished [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837022001251/bll-20211231xex32d1.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex32d1.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/9389/000155837022001251/bll-20211231xex32d2.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex32d2.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/9389/000155837022001251/bll-20211231xex99.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex99.htm)] |

| 104 | ​ | The following financial information from Ball Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] 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.) |

| 3.ii | ​ | [Bylaws of Ball Corporation as amended January 25, 2023. (Filed herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex3dii.htm) ​ |

| 3.ii | ​ | [Bylaws of Ball Corporation as amended December 1, 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) |

| ​ | [removed: By: | /s/] John A. Hayes | [added: ​ | ​ | February 21, 2023 |]

| ​ | ​ | [removed: Chairman] [added: President] and Chief Executive Officer |

| ​ | /s/ [removed: John A. Hayes] [added: Daniel W. Fisher] | ​ | ​ | [removed: Chairman] [added: President] and Chief Executive Officer |

| ​ | Scott C. Morrison | ​ | ​ | February [removed: 16, 2022] [added: 21, 2023] |

| ​ | Nate C. Carey | ​ | ​ | February [removed: 16, 2022] [added: 21, 2023] |

| ​ | John Bryant | ​ | ​ | February [removed: 16, 2022] [added: 21, 2023] |

| ​ | Michael J. Cave | ​ | ​ | February [removed: 16, 2022] [added: 21, 2023] |

| ​ | Daniel W. Fisher | ​ | ​ | February [removed: 16, 2022] [added: 21, 2023] |

| ​ | Dune Ives | ​ | ​ | February [removed: 16, 2022] [added: 21, 2023] |

| ​ | Pedro H. Mariani | ​ | ​ | February [removed: 16, 2022] [added: 21, 2023] |

| ​ | Georgia R. Nelson | ​ | ​ | February [removed: 16, 2022] [added: 21, 2023] |

| ​ | Cynthia A. Niekamp | ​ | ​ | February [removed: 16, 2022] [added: 21, 2023] |

| ​ | Todd Penegor | ​ | ​ | February [removed: 16, 2022] [added: 21, 2023] |

| ​ | Cathy D. Ross | ​ | ​ | February [removed: 16, 2022] [added: 21, 2023] |

| ​ | Betty Sapp | ​ | ​ | February [removed: 16, 2022] [added: 21, 2023] |

| ​ | Stuart A. Taylor II | ​ | ​ | February [removed: 16, 2022] [added: 21, 2023] |

[removed: Hayes] [added: Fisher] as Attorney-in-Fact pursuant to a Limited Power of Attorney executed by the directors listed above, which Power of Attorney has been filed with the Securities and Exchange Commission.

| ​ | By: | /s/ Daniel W. Fisher |

| ​ | ​ | Daniel W. Fisher |

| ​ | ​ | February 21, 2023 |

| ​ | Daniel W. Fisher | ​ | ​ | February 21, 2023 |

* By Daniel W.

| ​ | By: | /s/ Daniel W. Fisher |

| ​ | ​ | Daniel W. Fisher |

| ​ | ​ | February 21, 2023 |

| ​ | ​ | John A. Hayes |

| ​ | ​ | February 16, 2022 |

| ​ | ​ | ​ | ​ | ​ |

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

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

| ​ | /s/ Daniel J. Heinrich | * | ​ | Director |

| ​ | Daniel J. Heinrich | ​ | ​ | February 16, 2022 |

* By John A.

| ​ | By: | /s/ John A. Hayes |

| ​ | ​ | John A. Hayes |

| ​ | ​ | February 16, 2022 |