Ball (BALL) 10-K risk factor changes: FY2023 vs FY2022

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

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

The company had [removed: $9.00] [added: $8.62] billion of interest-bearing debt at December 31, [removed: 2022.][added: 2023.]

Increases in productivity, combined with potential surplus capacity in the [added: packaging] industry, have maintained competitive pricing pressures.

We derived approximately [removed: 45] [added: 44] percent of our consolidated net sales from outside of the U.S. for the year ended December 31, [removed: 2022.][added: 2023.]

| | ● | virus and disease outbreaks and responses thereto; [added: and] |

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

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

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

We have a significant amount of goodwill recorded on our consolidated balance sheet as of December 31, [removed: 2022.][added: 2023.]

Ball maintains defined benefit pension plans covering substantially all of its employees in the United [removed: States and a significant number of United Kingdom deferred and retired participants,] [added: States,] which are funded based on certain actuarial assumptions.

The plans’ assets consist primarily of common stocks, fixed-income securities [removed: and, in the U.S.,] [added: and] alternative investments.

If market interest rates increase, our variable-rate debt [added: and any need to refinance debt] will create higher debt service requirements, which adversely affects our cash flows.

As of December 31, [removed: 2022,] [added: 2023,] the company had no material weaknesses.

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

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

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., [removed: including] [added: as well as] recent OECD, European Commission and other trans-national initiatives that seek to impose minimum tax thresholds on most multi-national companies.

As of December 31, [removed: 2022, 9] [added: 2023, 8] percent of our North American employees and [removed: 38] [added: 39] percent of our European employees were covered by collective bargaining agreements.

needs.

The delayed timing in recovering the pass-through of increasing raw material costs may also impact our short-term

*​*

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

| | ● | the geographic, language and cultural differences between personnel in different areas of the world. |

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 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.

The circumstances of the ongoing COVID-19 pandemic and responses thereto continue to evolve.

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 the pandemic.

Because the COVID-19 pandemic is far-reaching and its impacts cannot be completely anticipated, additional risks may arise that could materially impact the company’s financial results and liquidity.

The company has or may implement actions to minimize the risks and associated negative effects from COVID-19, which do not guarantee the prevention or mitigation of material impacts on our business.

Some of these actions may include, and are not limited to:

| | ● | Implementing alternative work arrangements including work from home; |

| | ● | Limiting or eliminating work-related travel; |

| | ● | Effecting a full or partial shut-down of operations; |

| | ● | Enhancing the cleaning and disinfecting of our physical locations; |

| | ● | Implementing health screening for employees and third parties who enter our facilities; |

| | ● | Adjusting inventory levels to mitigate potential supply disruptions; |

| | ● | Modifying payment terms with customers; |

| | ● | Providing additional health-related services to our employees; |

| | ● | Reducing compensation for our employees; |

| | ● | Reducing our workforce levels; |

| | ● | Modifying our debt arrangements; and |

| | ● | Adjusting contributions to defined benefit pension plans or income tax payments. |

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.

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.

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

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: 2021,] [added: 2022,] as filed on February [removed: 16, 2021,] [added: 21, 2023,] for a comparison of our [removed: 2021] [added: 2022] results of operations to the [removed: 2020] [added: 2021] results.

[removed: In 2022] [added: Recent] data [added: has] indicated [removed: a sharp rise in] [added: continued high] 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 [added: and monetary] policies, changes in interest rates, and changing demand for certain goods and [removed: services as recovery from the COVID-19 pandemic continues.][added: services.]

Additionally, we are unable to predict the potential effects that any [removed: resurgence of COVID-19, its variants or any] future pandemic, or the continuation or escalation of [added: global conflicts, including] the [removed: military] conflict between Russia and [removed: Ukraine,] [added: Ukraine] and [added: the rising instability in the Middle East, and] related sanctions or market disruptions, may have on our business.

| ($ in millions) | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Net sales | ​ | $ | [removed: 15,349] [added: 14,029] | ​ | $ | [removed: 13,811] [added: 15,349] | ​ | $ | [removed: 11,781] [added: 13,811] | ​ |

| Net earnings attributable to Ball Corporation | ​ | ​ | [removed: 719] [added: 707] | ​ | ​ | [removed: 878] [added: 719] | ​ | ​ | [removed: 585] [added: 878] | ​ |

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

[removed: Sales] [added: Segment sales] in [removed: 2022] [added: 2023] were [removed: $1,538] [added: $459] million [removed: higher] [added: lower] compared to [removed: 2021] [added: 2022] primarily due to [added: a $554 million decrease from] the [removed: pass through] [added: 2022 sale] of [removed: higher] [added: the Russian] aluminum [removed: prices] [added: beverage packaging business] and [removed: the delayed recoverability of inflationary costs,] [added: a $77 million decrease from lower volumes,] partially offset by [removed: currency translation.][added: an $168 million increase from higher sales prices resulting mainly from the annual pass-through of inflationary costs net of lower aluminum prices.]

Cost of sales, excluding depreciation and amortization, was [removed: $12,766] [added: $11,359] million in [removed: 2022] [added: 2023] compared to [removed: $11,085] [added: $12,766] million in [removed: 2021.][added: 2022.]

These amounts represented [removed: 83] [added: 81] percent and [removed: 80] [added: 83] percent of consolidated net sales for the years ended [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

[removed: Additionally, we] [added: We] took actions to normalize inventory levels and reduce fixed and variable costs [removed: heading into] [added: in] 2023 that [removed: we expect will improve] [added: improved] financial results.

Depreciation and amortization expense was [removed: $672] [added: $686] million in [removed: 2022] [added: 2023] compared to [removed: $700] [added: $672] million in [removed: 2021.][added: 2022.]

These amounts represented [removed: 4] [added: 5] percent and [removed: 5] [added: 4] percent of consolidated net sales for the years ended [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

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

Selling, general and administrative (SG&A) expenses were [removed: $626] [added: $558] million in [removed: 2022] [added: 2023] compared to [removed: $593] [added: $626] million in [removed: 2021.][added: 2022.]

These amounts represented [removed: 4] [added: 1] percent [added: and less than 1 percent] of consolidated net sales for [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022, respectively.]

Business consolidation [removed: costs] and other activities [removed: were $71] [added: resulted in charges of $153] million in [removed: 2022] [added: 2023] compared to [removed: $142] [added: charges of $71] million in [removed: 2021.][added: 2022.]

These amounts represented [removed: less than 1 percent and 1] [added: 4] percent of consolidated net sales for [removed: 2022] [added: the years ending 2023] and [removed: 2021, respectively.][added: 2022.]

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, [removed: charges related to a Brazilian customer’s contract breach,] facility shutdown [removed: costs, charges for employee severance and benefits related to cost-out activities] [added: costs] and a charge related to a donation to the Ball Foundation.

Further details [added: and quantification] regarding business consolidation costs and other [removed: activities, including the Russian impairment and gain on sale,] [added: activities] are provided in [Note [removed: 10](#Note10PropertyPlantandEquipmentNet) and [Note 4](#Note4AcquisitionsandDispositions), respectively.][added: 6](#Note6BusinessConsolidationandOtherActivi).]

Total interest expense was [removed: $330] [added: $459] million in [removed: 2022] [added: 2023] compared to [removed: $283] [added: $330] million in [removed: 2021.][added: 2022.]

Interest expense, excluding the effect of debt refinancing and other costs, as a percentage of average borrowings increased by approximately [removed: 10] [added: 140] basis points from [removed: 3.4] [added: 3.5] percent in [removed: 2021] [added: 2022] to [removed: 3.5] [added: 4.9] percent in [removed: 2022] [added: 2023] due to an increase in global interest rates.

The [removed: 2022] [added: 2023] effective income tax rate was [removed: 18.0] [added: 15.1] percent compared to [removed: 15.5] [added: 18.0] percent for [removed: 2021.][added: 2022.]

As compared with the statutory U.S. federal income tax rate of 21 percent, the [removed: 2022] [added: 2023] effective income tax rate was reduced by [removed: 3.2] [added: 8.2] percent for the impact of the U.S. research and development [removed: credit] [added: credit, by 4.7 percent for non-U.S. rate differences including tax holidays,] and by [removed: 2.8] [added: 4.7] percent for the impact of [added: U.S. taxes on] non-U.S. [removed: rate differences] [added: earnings] including [added: the foreign] tax [removed: holidays.][added: credit.]

Further details of taxes on [removed: income, including impacts of the U.S. tax reform,] [added: income] are provided in [Note 16](#Note16TaxesonIncome) to the consolidated financial statements within [removed: Item 8] [added: [Item 8](#Item8FinancialStatementsandSupplementary)] of this annual report.

| ($ in millions) | [removed: ​] [added: ​] | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Net sales | ​ | $ | [removed: 6,696] [added: 5,963] | ​ | $ | [removed: 5,856] [added: 6,696] | ​ | $ | [removed: 5,076] [added: 5,856] | ​ |

| Comparable operating earnings | ​ | ​ | [removed: 642] [added: 710] | ​ | ​ | [removed: 681] [added: 642] | ​ | ​ | [removed: 683] [added: 681] | ​ |

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

[removed: In] [added: Ball permanently ceased production at its Phoenix, Arizona aluminum beverage can manufacturing facility in] the [removed: third] [added: fourth] quarter of 2022, [removed: Ball announced the permanent closure of] [added: permanently ceased production at] its aluminum beverage can manufacturing [removed: facilities] [added: facility] in [removed: Phoenix, Arizona, and] St. Paul, [removed: Minnesota.][added: Minnesota in the first quarter of 2023 and permanently ceased production at its aluminum beverage can manufacturing facility in Wallkill, New York in the third quarter of 2023.]

| ($ in millions) | ​ | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Net sales | ​ | $ | [removed: 3,854] [added: 3,395] | ​ | $ | [removed: 3,509] [added: 3,854] | ​ | $ | [removed: 2,945] [added: 3,509] | ​ |

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

| Comparable operating earnings as a % of segment net sales | ​ | ​ | [removed: 9] [added: 10] | % | ​ | [removed: 13] [added: 9] | % | ​ | [removed: 12] [added: 13] | % |

Comparable operating earnings in [removed: 2022] [added: 2023] were [removed: $94] [added: $4] million lower compared to [removed: 2021] [added: 2022] primarily due to [removed: approximately $40] [added: an $86] million [added: decrease] from [removed: unfavorable currency translation,] the [removed: impact of higher inflation, energy costs, supply disruptions across the region and the] [added: 2022] sale of the Russian aluminum beverage packaging business, [added: a $46 million decrease from new facility start-up costs and a $27 million decrease from currency translation,] partially offset by [removed: the pass through of] [added: an $126 million increase from] higher [removed: aluminum prices, volume growth and lower depreciation expense associated with] [added: sales prices mainly from] the [removed: third quarter 2022 revision] [added: annual pass-through] of [removed: estimated useful lives.][added: inflationary costs net of current year inflation.]

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

See [Note 4](#Note4AcquisitionsandDispositions) [removed: to the] [added: of these] consolidated financial statements within [removed: Item 8] [added: [Item 8](#Item8FinancialStatementsandSupplementary)] 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 [added: beverage] 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:

We also provide aerospace and other technologies and services to governmental and commercial customers.

In the third quarter of 2023, Ball entered into a Stock Purchase Agreement with BAE Systems, Inc. (BAE), to sell all of the outstanding equity interests in Ball’s aerospace business to BAE.

On February 16, 2024, the company completed the divestiture of the aerospace business.

See [Note 4](#Note4AcquisitionsandDispositions) for further details.

Sales in 2023 were $1,320 million lower compared to 2022 primarily due to a $554 million decrease from the 2022 sale of the Russian aluminum beverage packaging business, a $514 million decrease from lower volumes and a $305 million decrease from lower sales prices resulting mainly from lower aluminum prices net of the annual pass-through of inflationary costs.

Net earnings attributable to Ball Corporation in 2023 were $12 million lower compared to 2022 primarily due to an $129 million increase in interest expense, an $124 million decrease from lower volumes, an $86 million decrease from the 2022 sale of the Russian aluminum beverage packaging business and an $82 million increase in business consolidation costs and other activities, partially offset by an $184 million increase from higher sales prices resulting mainly from the annual pass-through of inflationary costs net of current year inflation, $80 million of cost savings from rightsizing production, a $49 million increase from contract mix and operational performance in the aerospace segment and a $36 million decrease in the income tax provision.

The decrease year-over-year is primarily due to lower manufacturing costs, including lower aluminum costs of $1.29 billion, and lower freight expenses of $176 million.

Amortization expense in 2023 and 2022 included $135 million for the amortization of acquired Rexam intangibles.

The increase compared to the same period in 2022 is primarily due to the company’s larger depreciable asset base, partially

offset by revised estimated useful lives of the company’s manufacturing equipment, buildings and certain assembly and test equipment, as well as the sale of the Russian aluminum beverage packaging business.

See [Note 10](#Note10PropertyPlantandEquipmentNet) of these consolidated financial statements for additional discussion of the reduction in depreciation resulting from the 2022 revised estimated useful lives.

The decrease in SG&A expenses was primarily due to a $26 million increase in foreign exchange gains and a $23 million decrease in professional service costs.

The amounts in 2023 included facility shutdown costs, transaction costs related to the sale of the aerospace business and a foreign exchange loss associated with the company’s Argentina business.

As such, the increase in interest expense was primarily driven by an $132 million increase from higher weighted average interest rates on outstanding debt during the year, along with a $15 million increase from a larger amount of weighted average principal outstanding during the year.

These reductions were partially offset by an increase of 13.0 percent for changes in valuation allowances.

Additionally, the company announced it will permanently cease production at its aluminum beverage can manufacturing facility in Kent, Washington in the first half of 2024, and has permanently discontinued plans to construct the North Las Vegas beverage can plant.

Segment sales in 2023 were $733 million lower compared to 2022 primarily due to a $408 million decrease from lower volumes and a $325 million decrease from lower sales prices resulting mainly from lower aluminum prices net of the annual pass-through of inflationary costs.

Comparable operating earnings in 2023 were $68 million higher compared to 2022 primarily due to $54 million of fixed cost savings from rightsizing production through the facility actions noted above, $32 million of income recognized from the termination of a long term power supply contract that offsets higher energy costs, a $25 million increase from higher sales prices resulting mainly from the annual pass-through of inflationary costs net of current year inflation and $21 million of lower depreciation expense associated with the third quarter 2022 revision of estimated useful lives, partially offset by an $109 million decrease from lower volumes.

Fixed and variable cost management and operational performance initiatives continue and are expected to improve results in 2024 and beyond.

Ball permanently ceased production at its Santa Cruz, Brazil, aluminum beverage can manufacturing facility in the third quarter of 2022.

Segment sales in 2023 were $148 million lower compared to 2022 due to a decrease from lower sales prices resulting mainly from lower aluminum prices net of the annual pass-through of inflationary costs.

Comparable operating earnings in 2023 were $9 million lower compared to 2022 primarily due to a $27 million decrease from unfavorable fixed cost absorption, partially offset by a $3 million increase from higher sales prices resulting mainly from the annual pass-through of inflationary costs net of current year inflation.

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

In the third quarter of 2023, Ball entered into a Stock Purchase Agreement with BAE Systems, Inc. (BAE), to sell all of the outstanding equity interests in Ball’s aerospace business to BAE.

On February 16, 2024, the company completed the divestiture of the aerospace business.

See [Note 4](#Note4AcquisitionsandDispositions) for further details.

Segment sales in 2023 were $10 million lower compared to 2022, primarily due to a $22 million decrease from backlog liquidation timing, partially offset by a $12 million increase from favorable contract mix.

Comparable operating earnings were $49 million higher, primarily due to a $31 million increase from favorable contract mix and an $18 million increase from operational performance.

On February 16, 2024, the company completed the divestiture of the aerospace business.

We currently estimate a cash tax of $1.0 billion to be recorded as a cash outflow from operations in 2024.

See [Note 4](#Note4AcquisitionsandDispositions) for further details.

In an elevated interest rate environment, payment terms with our customers and vendors become a more important element of total mix of information used to negotiate our contract terms.

At December 31, 2023, days sales outstanding, net of factored receivables, was 62 days; therefore, a change of one day in days sales outstanding will impact cash flows provided by (used in) operating activities by $38 million.

At December 31, 2023, days payable outstanding was 118 days; therefore, a change of one day in days payable outstanding will impact cash flows provided by (used in) operating activities by $30 million.

At December 31, 2023, days inventory outstanding was

52 days; therefore, a change of one day in days inventory outstanding will impact cash flows provided by (used in) operating activities by $30 million.

Cash flows used in investing activities were $1,053 million in 2023 primarily driven by $1.05 billion in capital expenditures.

On February 16, 2024, the company completed the divestiture of the aerospace business.

The proceeds from the sale will be recorded as a cash inflow from investing activities in 2024.

See [Note 4](#Note4AcquisitionsandDispositions) for further details.

We also provide aerospace and other technologies and services to governmental and commercial customers, including national defense hardware, antenna and video tactical solutions, civil and operational space hardware and system engineering services.

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_Corporate Strategy_

Our Drive for 10 vision encompasses five strategic levers that are key to growing our business and achieving long-term success.

Since launching Drive for 10 in 2011, we have made progress on each of the levers as follows:

| | ● | Maximizing value in our existing businesses by leveraging our aluminum container production capabilities across our global plant network to meet global demand, improving efficiencies and amplifying our sustainability credentials through Aluminum Stewardship Initiative certification 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 delivering the broadest aluminum beverage and bottle portfolio, commercializing our lightweight, infinitely recyclable aluminum cup and providing next-generation extruded aluminum aerosol packaging that utilizes proprietary technology to significantly lightweight our products; and successfully introducing new specialty beverage cans and aluminum bottle-shaping technology; |

| | ● | Aligning ourselves with the right customers and markets by 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 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 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 in June 2016 and our new investments in beverage manufacturing facilities in the United States, Brazil, Paraguay, Spain, Czech Republic, United Kingdom, Mexico, Myanmar and Panama, as well as extruded aluminum aerosol manufacturing facilities in North America, Europe, India and Brazil, and the 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 for new categories, occasions and refillable offerings through the increased production of lightweight ReAl® 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 leveraging our aerospace technologies and competencies to deliver exquisite space-based environmental, weather and defense monitoring solutions such as methane monitoring, weather prediction, LIDAR capabilities and hypersonics to preserve and protect our planet through enabling our aerospace customers with actionable ecosystem-related and intelligence data and resilient national security architectures. |

These ongoing business developments help us stay close to our customers while expanding and/or sustaining our industry positions and global reach with major beverage, personal care, household products and aerospace customers.

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

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.

The increase year-over-year is primarily due to higher manufacturing costs, general inflationary cost pressures and global supply chain transportation disruptions.

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

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.

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

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.

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

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

Segment sales in 2022 were $840 million higher compared to 2021 primarily due to the pass through of higher aluminum prices, partially offset by unfavorable price/mix.

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.

Segment sales in 2022 were $345 million higher compared to 2021 primarily due to the pass through of higher aluminum prices, favorable 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.

To ensure supply/demand balance and optimize low-cost production, the company ceased operations at its Santa Cruz, Brazil, beverage can manufacturing facility during the third quarter of 2022, and temporarily reduced production across its remaining Brazilian beverage can manufacturing footprint.

Segment sales in 2022 were $92 million higher compared to 2021 primarily due to the contractual pass through of higher aluminum prices and price/mix, partially offset by 6 percent lower volumes.

Comparable operating earnings in 2022 were $73 million lower compared to 2021 primarily due to lower volumes, unfavorable regional customer/product mix and fixed cost absorption in Brazil, partially offset by the contractual pass through of costs and lower depreciation expense associated with the third quarter 2022 revision of estimated useful lives.

In 2023 we expect to improve year-over-year financial results through fixed cost savings from rightsizing production.

Segment sales in 2022 were $66 million higher compared to 2021, and comparable operating earnings were $1 million higher, primarily due to the company’s new program wins, backlog growth and related backlog liquidation through contract performance, offset by supply chain inefficiencies and cost increases/inflationary pressures during 2022.

In comparison to the same period in 2021, and after adjusting for the impact of capital expenditures, our working capital movements reflect an increase in days sales outstanding of 7 days in 2022, an increase in inventory days on hand of 14 days in 2022 and a decrease in days payable outstanding of 6 days in 2022.

Cash outflows from investing activities were $786 million in 2022 predominantly driven by $1.65 billion in capital expenditures, partially offset by $455 million net cash received for the sale of our Russian aluminum beverage packaging business, net of the cash on the disposed business, and $298 million received for the for the sale of our remaining 49 percent owned equity investment in Ball Metalpack.

Cash inflows from financing activities were $485 million in 2022, primarily driven by the issuance of $750 million of 6.875% senior notes due 2028, $394 million of borrowings under short-term uncommitted credit facilities and $200 million of borrowings under the company’s long-term revolving facility, partially offset by the repayment of $738 million of 4.375% senior notes, net share repurchases of $582 million and common stock dividends of $254 million.

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

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

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

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

Second, we use [added: certain] derivative [removed: instruments] [added: instruments, including 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.

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

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

Interest rate instruments held by the company at December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: $10] [added: $7] 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: derivative] [added: option] strategies, and the change in the fair value of those [removed: derivatives] [added: options] is recorded in the company’s net earnings.

Considering the company’s derivative financial instruments outstanding at December 31, [removed: 2022,] [added: 2023,] 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 $15 million after-tax reduction in net earnings over a one-year period.

A hypothetical 10 percent adverse change in the U.S. dollar’s currency exchange rates would increase our forecasted average debt balance by approximately [removed: $170] [added: $165] million.

Although Ball's functional currency in Argentina is the U.S. dollar, a portion of its transactions are denominated in pesos.

The company is currently placing increased importance on managing its currency exchange rate risk in Argentina given the devaluation of the country’s currency.

This devaluation and economic conditions in Argentina make it difficult to manage currency exchange rate risk, and have an adverse effect on the company’s results of operations.

Ball’s Argentinean business, which is presented in its beverage packaging, South America, reportable operating segment, represented approximately 1 percent of the company's total comparable operating earnings for the year ended December 31, 2023.

In addition, our plant in Argentina accounted for approximately 2 percent of the company's 105 billion global beverage can unit shipments for the year ended December 31, 2023.

During the fourth quarter of 2023, Argentina suddenly devalued its peso relative to the U.S. dollar by approximately 55%.

As a result, Ball recorded a $22 million devaluation charge in business consolidation and other activities in the consolidated statement of earnings.

Ball’s peso-denominated net assets in Argentina were approximately $20 million at December 31, 2023.

As of December 31, 2023, Ball’s Argentinean business had net asset exposure of $404 million, which consisted primarily of working capital and property, plant and equipment.

In [removed: 2022,] [added: 2023,] our total consolidated net sales were [removed: $15.35] [added: $14.03] billion.

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

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

[removed: Sustainability] [added: Climate leadership] and [added: driving real] circularity [removed: constitute a key part] [added: are cornerstones] of our business strategy and 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.

Our commitment extends beyond our walls and includes purchasing aluminum from [added: Aluminum Stewardship Initiative (ASI)] certified sustainable sources and reducing value chain [removed: emissions] [added: emissions, all] in order to facilitate achievement of Ball’s and its customers’ GHG reduction objectives.

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

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

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

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

[removed: 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.

We continue to invest in [removed: recruiting] [added: hiring, training and retaining our employees at every level across the organization] to ensure we have the right people with the right skills in the right roles, and [removed: in developing our employees at every level and] [added: are] providing them with opportunities to advance their careers.

A focus on diversity [added: and inclusion] among individuals and teams helps to unleash ideas and fuel innovation, [removed: which drives] [added: driving] growth and economic value throughout our global organization.

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

For the [removed: fourth] [added: fifth] 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 [removed: 2022] [added: 2023] Dow Jones Sustainability Index, and was recognized as one of America’s Most Responsible Companies by Newsweek.

At the end of [removed: 2022,] [added: 2023,] the company and its subsidiaries employed approximately 21,000 employees, including approximately [removed: 10,300] [added: 10,000] employees in the U.S. Details of collective bargaining agreements are included within [Item 1A, Risk Factors](#Item1ARiskFactors_344823) of this annual report.

Embracing our rich [removed: 143-year] [added: 144-year] history, we “know who we are,” a company that respects and values each of our employees and their collective desire to deliver value to all our stakeholders.

[removed: Diversity and Inclusion (D&I) is embedded in our Drive for 10 vision and] [added: D&I] is key to the sustained success of our business.

[added: Over the past eight years, we have made meaningful] progress on D&I, which has been recognized by external organizations, including Forbes, which recognized Ball [added: as #1] among “America’s Best Employers for Diversity” in 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: five] [added: six] out of the last [removed: six] [added: seven] years, including a perfect score on its Corporate Equality Index list in 2021 and 2022.

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

Each of our business segment leaders has committed to help drive further D&I progress during [removed: 2023] [added: 2024] and beyond.

Currently, [removed: 67] [added: 45] percent of our board of directors is [removed: either] gender [removed: or] [added: diverse and 36 percent is] ethnically diverse, [removed: including five female board members,] and 44 percent of our company’s executive leadership team is [removed: either] gender [removed: or] [added: diverse and 33 percent is] ethnically diverse.

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

| | ● | [removed: A new] LinkedIn Learning platform for all corporate and packaging [removed: employees who work in an office setting;] [added: employees;] |

| | ● | [removed: Leadership] [added: Professional] and personal development coaching opportunities by teaming with [removed: BetterUp;] [added: a global coaching firm;] |

| | ● | [removed: On-going education] [added: Intentional leadership programs] for people leaders [added: at all levels] around our Inspire, Connect, and Achieve leadership behaviors; and |

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

Total direct compensation is positioned in a competitive range of the applicable market median in each jurisdiction, differentiated based on tenure, [removed: skills] [added: skills,] and performance, and designed to attract and retain the best talent.

[removed: Over the past 15 years, we have sponsored] [added: We sponsor] a variety of health and wellness programs designed to enhance the physical and mental well-being of our employees around the world.

[removed: The EAP] [added: In addition, the Employee Assistance Program] provides employees and their families access to mental health, stress management and other support resources essential to navigating life changes and challenges.

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

Additional financial information related to each of our segments is included in [Item [removed: 7.](#Item7ManagementsDiscussionandAnalysisofF)] [added: 7](#Item7ManagementsDiscussionandAnalysisofF)] Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in [Note 3](#Note3BusinessSegmentInformation) to the consolidated financial statements within [removed: Item 8] [added: [Item 8](#Item8FinancialStatementsandSupplementary)] of this Annual Report on Form 10-K (annual report).

Beverage packaging, North and Central America, is Ball’s largest segment, accounting for [removed: 44] [added: 43] percent of consolidated net sales in [removed: 2022.][added: 2023.]

Aluminum beverage containers and ends are produced at [removed: 18] [added: 17] manufacturing facilities in the U.S., one in Canada and two in Mexico.

[removed: The Phoenix] [added: manufacturing] facility [removed: ceased production] in [added: St. Paul, Minnesota in] the [removed: fourth] [added: first] quarter of [removed: 2022,] [added: 2023] and [removed: the St. Paul facility] [added: permanently] ceased production [added: at its aluminum beverage can manufacturing facility] in [added: Wallkill, New York in] the [removed: first] [added: third] quarter of 2023.

According to publicly available information and company estimates, the North American beverage container industry represents approximately [removed: 140] [added: 136] billion units.

Ball shipped approximately [removed: 52] [added: 49] billion aluminum beverage containers in North and Central America in [removed: 2022,] [added: 2023,] which represented approximately [removed: 37] [added: 36] percent of the aggregate shipments in these countries.

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

The beverage packaging, EMEA, segment accounted for [removed: 25] [added: 24] percent of Ball’s consolidated net sales in [removed: 2022.][added: 2023.]

Our EMEA region operations include [removed: 17] [added: 19] facilities throughout Europe and one facility each in Cairo, Egypt, and Manisa, Turkey.

In the third quarter of 2023, Ball entered into a Stock Purchase Agreement with BAE Systems, Inc. (BAE), to sell all of the outstanding equity interests in Ball’s aerospace business to BAE.

On February 16, 2024, the company completed the divestiture of the aerospace business.

See [Note 4](#Note4AcquisitionsandDispositions) for further details.

In the third quarter of 2023, Ball entered into a Stock Purchase Agreement with BAE Systems, Inc. (BAE), to sell all of the outstanding equity interests in Ball’s aerospace business to BAE.

On February 16, 2024, the company completed the divestiture of the aerospace business.

See [Note 4](#Note4AcquisitionsandDispositions) for further details.

Advance sustainable aluminum packaging solutions at scale by leveraging our world-class talent, customer and supply chain partnerships, innovative product portfolio and capable manufacturing footprint to deliver single-use, limited-use and reusable aluminum cans, bottles and cups.

Maintain a clear and disciplined financial strategy focused on executing an efficient operating model to deliver comparable diluted earnings per share growth of 10 percent to 15 percent per annum over the long-term, maximize cash flow, increase Economic Value Added (EVA®) dollars and return value to shareholders.

As part of any such initiatives, we may participate in processes being run by other companies or leading our own activities.

Sustainability

At Ball Corporation, we deliver circular aluminum packaging solutions.

Our business is aligned around cohesive operating priorities focused on constant innovation, product capabilities, sustainability and financial stewardship.

Our approach to sustainability has evolved over the past 20 years.

Today, Ball’s sustainability strategy is driven by high standards around carbon footprint reduction, the circularity of our products and closed-loop recycling.

Utilizing strategic partnerships, we work across the value chain towards our 2030 Sustainability Goals in line with our customers’ needs.

We focus our sustainability efforts on environmental, social and governance (ESG) impacts.

This is exhibited through our Climate Transition Plan 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, in part by reaching 100 percent renewable electricity globally by 2030.

In addition, our focus on the health and safety of our employees, diversity and inclusion (D&I), and employee development enables Ball to utilize the unmatched talent of our people to maintain an agile workforce.

Our innovation and manufacturing teams around the world focus on continuously improving operational efficiency.

This focus drives improved processes, including products designed for optimum metal efficiency, real time energy monitoring, and reuse of water, as well as the minimization of waste and spoilage within our manufacturing plants.

The data captured through Ball

At Ball, we believe our people and our culture enable our success and make it possible for us to deliver on our promises to customers, investors, communities and all of our stakeholders.

In 2023, we introduced our expanded global diversity and inclusion strategy and goals, which will help to ensure that we have a sustainable workforce, and foster a safe and inclusive work environment where everyone feels they belong and are valued for their differences and contributions.

Our focus to date has been on our Global D&I Strategy which identifies enterprise wide goals related to gender, race and ethnicity (where applicable) and inclusion trainings that reside in our corporate learning management system to provide access and instruction to all Ball employees.

As we move forward, we continue to accelerate our D&I efforts.

*​*

| | ● | A corporate academy platform designed to provide employees with a seamless and unified learning experience empowering them to thrive, grow, and reach their fullest potential; |

*​*

At Ball, we aim to inspire and engage employees so they are focused on the work that matters most, perform their best work and choose Ball every day.

Our global total rewards philosophy enables business performance by offering comprehensive total rewards that attract, retain, and motivate our employees and promote their overall wellbeing.

In addition, our competitive pay positioning strategy allows employees to share in business success and be rewarded through a variety of compensation opportunities reflective of their individual potential and contributions.

Ball permanently ceased production at its aluminum beverage can

Additionally, in the fourth quarter of 2023, the company announced that it will permanently cease production at its aluminum beverage can manufacturing facility in Kent, Washington in the first half of 2024.

During 2023, the company began production at its new aluminum beverage can manufacturing facilities in Pilsen, Czech Republic, and Kettering, U.K.

Ball’s aerospace segment, which accounted for 14 percent of consolidated net sales in 2023, provides aerospace and other technologies and services to governmental and commercial customers.

In the third quarter of 2023, Ball entered into a Stock Purchase Agreement with BAE Systems, Inc., to sell all of the outstanding equity interests in Ball’s aerospace business to BAE.

On February 16, 2024, the company completed the divestiture of the aerospace business.

See [Note 4](#Note4AcquisitionsandDispositions) for further details.

As a result of a plant fire, Ball permanently ceased production at its extruded aluminum slug manufacturing facility in Verona, Virginia, in the third quarter of 2023.

Our aerospace R&D activities are conducted at various locations in the U.S. In the third quarter of 2023, Ball entered into a Stock Purchase Agreement with BAE Systems, Inc. (BAE), to sell all of the outstanding equity interests in Ball’s aerospace business to BAE.

Our Drive for 10 vision defines our overall business strategy.

At its highest level, Drive for 10 is a mindset around perfection, with a greater sense of urgency around our future success.

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

These five levers are:

| | ● | Maximizing value in our existing businesses |

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

| | ● | Expanding into new products and capabilities |

| | ● | Aligning ourselves with the right customers and markets |

| | ● | Broadening our geographic reach and |

| | ● | Leveraging our know-how and technological expertise to provide a competitive advantage |

We also maintain a clear and disciplined financial strategy focused on improving shareholder returns by:

| | ● | Seeking to deliver comparable diluted earnings per share growth of 10 percent to 15 percent per annum over the long-term |

| | ● | Maximizing cash flow generation |

| | ● | Increasing Economic Value Added (EVA®) dollars |

There can be no assurance if or when we will enter into any such transactions or the terms of such transactions.

Sustainability and Circularity

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

Like uncompromising integrity and customer focus, sustainability and circularity are part of our Drive for 10 vision and 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 past 20 years and, together with our objective of providing truly circular economic solutions for our customers, is the lens through which we continue to conduct business at every level of our organization.

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.

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

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.

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

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

Over the past seven years, we have made meaningful

Our focus to date has been on providing unconscious bias training for our global workforce, continuing to expand our Ball Network and Interest Groups (BNIs) in terms of quantity and 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.

While we are proud of our progress, we know there is more work to do.

As we move forward, we are accelerating our D&I efforts with a sense of urgency.

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.

| | ● | A learning management platform that has had significant employee utilization; |

As part of our Drive for 10 vision, we seek to ensure that everyone at Ball is motivated to perform their best work every day.

We have steadily upgraded our total rewards function over the past decade with the 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 a pay-for-performance philosophy that drives shareholder value.

During 2020, the company expanded access to its existing Employee Assistance Program (EAP) to our entire global workforce.

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 company has announced plans to construct additional plants in Pilsen, Czech Republic, and Northamptonshire, U.K. Both facilities are expected to begin production in the first half of 2023.

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.

Ball’s aerospace segment, which accounted for 13 percent of consolidated net sales in 2022, includes national defense hardware, antenna and video tactical solutions, civil and operational space hardware and systems engineering services.

Details of the company’s legal proceedings are included in [Note 22](#Note22Contingencies) to the consolidated financial statements within [removed: Item 8] [added: [Item 8](#Item8FinancialStatementsandSupplementary)] of this annual report.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of voting stock held by non-affiliates of the registrant was [removed: $21.6] [added: $18.33] billion based upon the closing market price and common shares outstanding as of June 30, [removed: 2022.][added: 2023.]

| Class | ​ | Outstanding at February [removed: 16, 2023] [added: 15, 2024] |

| Common Stock, without par value | ​ | [removed: 314,424,560] [added: 315,642,486] shares |

| 1. | Proxy statement to be filed with the Commission within 120 days after December 31, [removed: 2022,] [added: 2023,] to the extent indicated in Part III. |

For the year ended December 31, [removed: 2022][added: 2023]

| [Item 1B.](#Item1BUnresolvedStaffComments_899593) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_899593) | | [removed: 22] [added: 20] |

| [Item 3.](#Item3LegalProceedings_181005) | [Legal Proceedings](#Item3LegalProceedings_181005) | | [removed: 24] [added: 23] |

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

| [Item 5.](#Item5MarketforRegistrantsCommonEquity) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer [removed: Purchases](#Item5MarketforRegistrantsCommonEquity)] [added: Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquity)] | | [removed: 24] [added: 23] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | | [removed: 37] [added: 38] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | | [removed: 39] [added: 40] |

| ​ | [Report of Independent Registered Public Accounting Firm](#Item8ReportofIndependentRegisteredPublic) (PCAOB ID 238) | | [removed: 39] [added: 40] |

| ​ | [Consolidated Statements of Earnings for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#Earnings_26886)] [added: 2021](#Earnings_26886)] | | [removed: 41] [added: 42] |

| ​ | [Consolidated Statements of Comprehensive Earnings (Loss) for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#ComprehensiveEarningsLoss_91149)] [added: 2021](#ComprehensiveEarningsLoss_91149)] | | [removed: 42] [added: 43] |

| ​ | [Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021](#BalanceSheets_38407)] [added: 2022](#BalanceSheets_38407)] | | [removed: 43] [added: 44] |

| ​ | [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#CashFlows_398598)] [added: 2021](#CashFlows_398598)] | | [removed: 44] [added: 45] |

| ​ | [Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#ShareholdersEquity_370455)] [added: 2021](#ShareholdersEquity_370455)] | | [removed: 45] [added: 46] |

| ​ | [Notes to the Consolidated Financial Statements](#NotestotheConsolidatedFinancialStatement) | | [removed: 46] [added: 47] |

| ​ | [Note [removed: 1,] [added: 1.] Critical and Significant Accounting Policies](#Note1CriticalandSignificantAccountingPol) | | [removed: 46] [added: 47] |

| ​ | [Note [removed: 2,] [added: 2.] Accounting Pronouncements](#Note2AccountingPronouncements) | | [removed: 56] [added: 58] |

| ​ | [Note [removed: 3,] [added: 3.] Business Segment Information](#Note3BusinessSegmentInformation) | | [removed: 57] [added: 59] |

| ​ | [Note [removed: 4,] [added: 4.] Acquisitions and Dispositions](#Note4AcquisitionsandDispositions) | | [removed: 60] [added: 62] |

| ​ | [Note [removed: 5,] [added: 5.] Revenue from Contracts with Customers](#Note5RevenuefromContractswithCustomers) | | [removed: 62] [added: 64] |

| ​ | [Note [removed: 6,] [added: 6.] Business Consolidation and Other Activities](#Note6BusinessConsolidationandOtherActivi) | | [removed: 63] [added: 65] |

| ​ | [Note [removed: 7,] [added: 7.] Supplemental Cash Flow Statement Disclosures](#Note7SupplementalCashFlowDisclosures) | | [removed: 65] [added: 66] |

| ​ | [Note [removed: 8,] [added: 8.] Receivables, Net](#Note8ReceivalesNet) | | [removed: 65] [added: 66] |

| ​ | [Note [removed: 9,] [added: 9.] Inventories, Net](#Note9InventoriesNet) | | [removed: 66] [added: 67] |

| ​ | [Note [removed: 10,] [added: 10.] Property, Plant and Equipment, Net](#Note10PropertyPlantandEquipmentNet) | | [removed: 66] [added: 67] |

| ​ | [Note [removed: 11,] [added: 11.] Goodwill](#Note11Goodwill) | | [removed: 67] [added: 68] |

| ​ | [Note [removed: 12,] [added: 12.] Intangibles Assets, Net](#Note12Intangibles) | | [removed: 67] [added: 68] |

| ​ | [Note [removed: 13,] [added: 13.] Other Assets](#Note13OtherAssets) | | [removed: 68] [added: 69] |

| ​ | [Note [removed: 14,] [added: 14.] Leases](#Note14Leases) | | [removed: 68] [added: 69] |

| ​ | [Note [removed: 15,] [added: 15.] Debt and Interest Costs](#Note15DebtandInterestCosts) | | [removed: 70] [added: 71] |

| ​ | [Note [removed: 16,] [added: 16.] Taxes on Income](#Note16TaxesonIncome) | | [removed: 71] [added: 72] |

| ​ | [Note [removed: 17,] [added: 17.] Employee Benefit Obligations](#Note17EmployeeBenefitObligations) | | [removed: 75] [added: 76] |

| ​ | [Note [removed: 18,] [added: 18.] Shareholders’ Equity](#Note18ShareholdersEquity) | | [removed: 83] [added: 85] |

| ​ | [Note [removed: 19,] [added: 19.] Stock-Based Compensation Programs](#Note19StockeBasedCompensationPrograms) | | [removed: 86] [added: 87] |

| ​ | [Note [removed: 20,] [added: 20.] Earnings Per Share](#Note20EarningsPerShare) | | [removed: 87] [added: 89] |

| ​ | [Note [removed: 21,] [added: 21.] Financial Instruments and Risk Management](#Note21FinancialInstrumentsandRiskManagem) | | [removed: 88] [added: 89] |

| [Item 1C.](#Item1CCybersecurity) | [Cybersecurity](#Item1CCybersecurity) | | 20 |

| ​ | ​ | | ​ |

Risk management and strategy

​

Ball Corporation is committed to maintaining a strong cybersecurity posture.

We have a dedicated, globally distributed information security team that is responsible for leading information security strategy, standards and processes, which are integrated into our comprehensive enterprise risk management process.

The company employs a standards-based cybersecurity program aligned to the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF), including ongoing assessment and continuous improvement to address the rapidly evolving threat landscape.

Ball partners closely with a strong network of external partners, including conducting annual assessments of the cyber risk management program against the NIST CSF.

Our information security team has designed and implemented formal processes for assessing, identifying and managing material risk from cybersecurity threats, both internally and related to the use of third-party service providers.

Ball has strategically integrated its cyber incident assessment process with its well-defined incident response plan and processes.

In addition, we have aligned our incident response plan and process with our enterprise risk and global crisis management processes.

These critical linkages ensure that we have an effective and efficient overall response to potential threats, with appropriate leadership governance involved in the ongoing cyber materiality assessment and determination.

In response to the ever-evolving cyber threat landscape, Ball utilizes external experts to support continuous improvement across our cyber program, processes and operations.

This includes involving independent cybersecurity assessors and auditors to perform ongoing evaluation of our cyber program and operational maturity.

Our collaboration with these third-parties includes regular audits, threat assessments, and consultation on cyber enhancements.

These partnerships enable us to leverage specialized knowledge and insights to ensure our cybersecurity strategy and improvements remain aligned to critical improvements and address relevant threats and risks for Ball.

In addition, we also augment and extend our cyber team, using a select few, trusted third-party partners, integrated as members of our global operations.

This provides us with expanded global threat intel and enhances our ability to deliver continuous, global cyber operations 24/7.

We are aware of the increasing risks associated with third-party service providers and have implemented processes to oversee and manage these risks.

Prior to engaging with third-party providers, Ball conducts thorough security assessments and also performs ongoing monitoring to ensure compliance with our cybersecurity standards.

Third-party cyber incidents follow our incident response plan and processes, including full assessment and remediation.

Our oversight of third-party cyber risk aids our ability to lessen and mitigate impacts related to data breaches and other security incidents originating from third-parties.

Ball faces risks from cybersecurity threats that could have a material adverse effect on the company, including its business strategy, results of operations, financial condition and reputation.

Ball experiences cyber threats in the normal course of its business; however, prior cybersecurity incidents have not materially affected the company.

Refer to [Item 1A, Risk Factors](#Item1ARiskFactors_344823) – Technological Risks, for additional details on cybersecurity risks that could potentially materially affect the company, including its business strategy, results of operations, financial condition and reputation.

Governance

Ball’s Chief Information Security Director (CISD) reports to the Senior Vice President and Chief Information Officer (CIO) and leads the company’s cybersecurity team.

The CISD is responsible for overseeing cybersecurity, including assessing and managing cybersecurity risk, and together with the CIO, providing comprehensive briefings to the executive leadership team with respect to the cybersecurity program and emerging or potential cybersecurity risks.

The cybersecurity team has extensive experience selecting, deploying, and operating cybersecurity technologies, strategies and processes, and couples this knowledge with the use of external experts employed by Ball to protect the company from cyber threats.

Through our global security incident management plan, we aim to prevent potential cybersecurity incidents from becoming material with early detection, escalation, mitigation and remediation activities.

If a cybersecurity threat is at risk of materially affecting our company, our cross-functional response team will enact our escalation processes to notify appropriate levels of management, along with the executive leadership team, disclosure committee, and Board of Directors, as necessary.

Our Board of Directors is responsible for providing oversight and governance with respect to IT and cybersecurity matters, which includes providing oversight over disclosure controls and procedures related to any cybersecurity breach occurrences and IT matters.

Annually, the CIO briefs the Board of Directors on the company’s cybersecurity posture, the effectiveness of its risk management strategies, and the emerging threat landscape, which creates alignment of cybersecurity efforts with Ball’s risk management framework.

In the third quarter of 2023, Ball entered into a Stock Purchase Agreement with BAE Systems, Inc. (BAE), to sell all of the outstanding equity interests in Ball’s aerospace business to BAE.

On February 16, 2024, the company completed the divestiture of the aerospace business.

See [Note 4](#Note4AcquisitionsandDispositions) for further details.

| | ● | Kent, Washington (planned closure in the first half of 2024) |

| | ● | Kettering, United Kingdom |

| | ● | Pilsen, Czech Republic |

*​*

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

| | ● | Kent, Washington |

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

| | ● | Wallkill, New York |

| | ● | Verona, Virginia |

There were [removed: 6,739] [added: 6,675] common shareholders of record on February [removed: 16, 2023.][added: 15, 2024.]

The following table summarizes the company’s repurchases of its common stock during the [added: fourth] quarter [removed: ended December 31, 2022.][added: of 2023.]

| Total | ​ | — | ​ | ​ | [removed: —] [added: ​] | ​ | — | ​ | ​ |

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: 2022.][added: 2023.]

The graph assumes $100 was invested on December 31, [removed: 2017,] [added: 2018,] and that all dividends were reinvested.

[removed: ][added: ]

| ​ | ​ | [removed: 12/31/2017 | | ​ |] 12/31/2018 | | ​ | 12/31/2019 | | ​ | 12/31/2020 | | ​ | 12/31/2021 | | ​ | 12/31/2022 | | [added: ​ | 12/31/2023 | |]

| October 1 to October 31, 2023 | ​ | — | ​ | $ | — | ​ | — | ​ | 19,596,607 |

| November 1 to November 30, 2023 | ​ | — | ​ | ​ | — | ​ | — | ​ | 19,596,607 |

| December 1 to December 31, 2023 | ​ | — | ​ | ​ | — | ​ | — | ​ | 19,596,607 |

| BALL | ​ | $ | 100.00 | ​ | $ | 141.83 | ​ | $ | 205.93 | ​ | $ | 214.43 | ​ | $ | 115.30 | ​ | $ | 131.61 |

| S&P 500 | ​ | ​ | 100.00 | ​ | ​ | 128.88 | ​ | ​ | 149.83 | ​ | ​ | 190.13 | ​ | ​ | 153.16 | ​ | ​ | 190.27 |

| DJ US Containers & Packaging | ​ | ​ | 100.00 | ​ | ​ | 125.59 | ​ | ​ | 118.34 | ​ | ​ | 108.85 | ​ | ​ | 80.30 | ​ | ​ | 104.72 |

Source: Refinitiv

| 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 |

| 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 |

Source: Bloomberg L.P.® Charts

We have audited the accompanying consolidated balance sheets of Ball Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] 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 $2.0 billion for the year ended December 31, [removed: 2022,] [added: 2023,] 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 21, 2023][added: 2023]

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

| ($ in millions, except per share amounts) | [removed: |] ​ | [removed: 2022] [added: 2023] | | ​ | [removed: 2021] [added: 2022] | | ​ | [removed: 2020] [added: 2021] | |

| Net sales | ​ | [removed: ​ |] $ | [removed: 15,349] [added: 14,029] | ​ | $ | [removed: 13,811] [added: 15,349] | ​ | $ | [removed: 11,781] [added: 13,811] |

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

| Cost of sales (excluding depreciation and amortization) | ​ | ​ | [removed: ​ | (12,766)] [added: (11,359)] | ​ | ​ | [removed: (11,085)] [added: (12,766)] | ​ | ​ | [removed: (9,323)] [added: (11,085)] |

| Depreciation and amortization | ​ | ​ | [removed: ​ | (672)] [added: (686)] | ​ | ​ | [removed: (700)] [added: (672)] | ​ | ​ | [removed: (668)] [added: (700)] |

| Selling, general and administrative | ​ | ​ | [removed: ​ | (626)] [added: (558)] | ​ | ​ | [removed: (593)] [added: (626)] | ​ | ​ | [removed: (525)] [added: (593)] |

| Business consolidation and other activities | ​ | ​ | [removed: ​ | (71)] [added: (153)] | ​ | ​ | [removed: (142)] [added: (71)] | ​ | ​ | [removed: (262)] [added: (142)] |

| ​ | ​ | ​ | [removed: ​ | (14,135)] [added: (12,756)] | ​ | ​ | [removed: (12,520)] [added: (14,135)] | ​ | ​ | [removed: (10,778)] [added: (12,520)] |

| Earnings before interest and taxes | ​ | ​ | [removed: ​ | 1,214] [added: 1,273] | ​ | ​ | [removed: 1,291] [added: 1,214] | ​ | ​ | [removed: 1,003] [added: 1,291] |

| Interest expense | ​ | ​ | [removed: ​ | (312)] [added: (459)] | ​ | ​ | [removed: (270)] [added: (312)] | ​ | ​ | [removed: (275)] [added: (270)] |

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

| Total interest expense | ​ | ​ | [removed: ​ | (330)] [added: (459)] | ​ | ​ | [removed: (283)] [added: (330)] | ​ | ​ | [removed: (316)] [added: (283)] |

| Earnings before taxes | ​ | ​ | [removed: ​ | 884] [added: 814] | ​ | ​ | [removed: 1,008] [added: 884] | ​ | ​ | [removed: 687] [added: 1,008] |

| Tax (provision) benefit | ​ | ​ | [removed: ​ | (159)] [added: (123)] | ​ | ​ | [removed: (156)] [added: (159)] | ​ | ​ | [removed: (99)] [added: (156)] |

| Equity in results of affiliates, net of tax | ​ | ​ | [removed: ​ | 7] [added: 20] | ​ | ​ | [removed: 26] [added: 7] | ​ | ​ | [removed: (6)] [added: 26] |

| Net earnings | ​ | ​ | [removed: ​ | 732] [added: 711] | ​ | ​ | [removed: 878] [added: 732] | ​ | ​ | [removed: 582] [added: 878] |

| Net earnings [removed: (loss)] attributable to noncontrolling interests | ​ | ​ | [removed: ​ | 13] [added: 4] | ​ | ​ | [removed: —] [added: 13] | ​ | ​ | [removed: (3)] [added: —] |

| Net earnings attributable to Ball Corporation | ​ | [removed: ​ |] $ | [removed: 719] [added: 707] | ​ | $ | [removed: 878] [added: 719] | ​ | $ | [removed: 585] [added: 878] |

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

| Basic | ​ | [removed: ​ |] $ | [removed: 2.27] [added: 2.25] | ​ | $ | [removed: 2.69] [added: 2.27] | ​ | $ | [removed: 1.79] [added: 2.69] |

| Diluted | ​ | [removed: ​ |] $ | [removed: 2.25] [added: 2.23] | ​ | $ | [removed: 2.65] [added: 2.25] | ​ | $ | [removed: 1.76] [added: 2.65] |

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

| Basic | ​ | ​ | [removed: ​ | 316,433] [added: 314,775] | ​ | ​ | [removed: 325,989] [added: 316,433] | ​ | ​ | [removed: 326,260] [added: 325,989] |

| Diluted | ​ | ​ | [removed: ​ | 320,008] [added: 317,022] | ​ | ​ | [removed: 331,615] [added: 320,008] | ​ | ​ | [removed: 332,815] [added: 331,615] |

| ($ in millions) | [removed: |] ​ | [removed: 2022] [added: 2023] | | ​ | [removed: 2021] [added: 2022] | | ​ | [removed: 2020] [added: 2021] | |

| Net earnings | ​ | [removed: ​ |] $ | [removed: 732] [added: 711] | ​ | $ | [removed: 878] [added: 732] | ​ | $ | [removed: 582] [added: 878] |

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

| Currency translation adjustment | ​ | ​ | [removed: ​ | 99] [added: 55] | ​ | ​ | [removed: 19] [added: 99] | ​ | ​ | [removed: (215)] [added: 19] |

| Pension and other postretirement benefits | ​ | ​ | [removed: ​ | (73)] [added: (414)] | ​ | ​ | [removed: 392] [added: (73)] | ​ | ​ | [removed: 118] [added: 392] |

| Derivatives designated as hedges | ​ | ​ | [removed: ​ | (181)] [added: 25] | ​ | ​ | [removed: 70] [added: (181)] | ​ | ​ | [removed: 102] [added: 70] |

| Total other comprehensive earnings (loss) | ​ | ​ | [removed: ​ | (155)] [added: (334)] | ​ | ​ | [removed: 481] [added: (155)] | ​ | ​ | [removed: 5] [added: 481] |

| Income tax (provision) benefit | ​ | ​ | [removed: ​ | 58] [added: 97] | ​ | ​ | [removed: (109)] [added: 58] | ​ | ​ | [removed: (49)] [added: (109)] |

| Total other comprehensive earnings (loss), net of tax | ​ | ​ | [removed: ​ | (97)] [added: (237)] | ​ | ​ | [removed: 372] [added: (97)] | ​ | ​ | [removed: (44)] [added: 372] |

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

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

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

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

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

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

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

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

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

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

| Pension contributions | ​ | ​ | (42) | ​ | ​ | (124) | ​ | ​ | (216) | ​ |

| Net earnings | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 707 | ​ | ​ | — | ​ | ​ | 4 | ​ | ​ | 711 | ​ |

| Balance at December 31, 2023 | ​ | 683,241 | ​ | $ | 1,312 | ​ | (367,551) | ​ | $ | (4,390) | ​ | $ | 7,763 | ​ | $ | (916) | ​ | $ | 68 | ​ | $ | 3,837 | ​ |

Due to recent variability in the results of the beverage packaging, South America, reporting unit, the company elected to perform a quantitative analysis in 2023 for this reporting unit and determined that the reporting unit was not impaired.

_Argentina_

Although Ball's functional currency in Argentina is the U.S. dollar, a portion of its transactions are denominated in pesos.

The company is currently placing increased importance on managing its currency exchange rate risk in Argentina given the devaluation of the country’s currency.

This devaluation and economic conditions in Argentina make it difficult to manage currency exchange rate risk, and have an adverse effect on the company’s results of operations.

Ball’s Argentinean business is presented in its beverage packaging, South America, reportable operating segment.

During the fourth quarter of 2023, Argentina suddenly devalued its peso relative to the U.S. dollar by approximately 55%.

Ball’s peso-denominated net assets in Argentina were approximately $20 million at December 31, 2023.

As of December 31, 2023, Ball’s Argentinean business had net asset exposure of $404 million, which consisted primarily of working capital and property, plant and equipment.

Supplier Finance Programs

On January 1, 2023, Ball adopted all required disclosures effective for 2023, on a retrospective basis.

The company will adopt the rollforward disclosure requirements, on a prospective basis, when they become effective in 2024.

The company has several regional supplier finance programs, all of which have substantially similar characteristics, with various financial institutions that act as the paying agent for certain payables of the company.

The company establishes these programs through agreements with the financial institutions to enable more efficient payment processing to our suppliers while also providing our suppliers a potential source of liquidity to the extent they enter into a factoring agreement with the financial institutions.

Our suppliers’ participation in the programs is voluntary, and the company is not involved in negotiations of the suppliers’ arrangements with the financial institutions to sell their receivables, and our rights and obligations to our suppliers are not impacted by our suppliers’ decisions to sell amounts under these programs.

Under these supplier finance programs, the company pays the financial institutions the stated amount of confirmed invoices from its participating suppliers on the original maturity dates of the invoices, which vary based on the negotiated terms with each supplier.

All payment terms are short-term in nature and are not dependent on whether the suppliers participate in the supplier finance programs or if the suppliers elect to receive early payment from the financial institutions.

Our supplier finance programs do not include any of the following: guarantees to the financial institutions, assets pledged as securities or interest accruing on the obligation prior to the due date.

Based on the review of the facts and circumstances of our supplier finance programs, including but not limited to those noted above, the company has concluded that the characteristics of the obligations due under our supplier finance programs have not changed and remain those of standard accounts payables, rather than indicative of debt.

The amount of obligations outstanding that the company confirmed as valid to the financial institutions under the company's programs was $709 million and $930 million at December 31, 2023 and 2022, respectively.

These amounts are classified within accounts payable on the consolidated balance sheets, and the associated payments are reflected in the cash flows from operating activities section of the consolidated statements of cash flows.

Income Tax Disclosures

In 2023, new guidance was issued by the FASB with the goal of providing financial statement users with more information in the income tax rate reconciliation table and regarding income taxes paid.

Segment Reporting

In 2023, new guidance was issued by the FASB with the goal of providing financial statement users with more information about reportable segments, including more disaggregated expense information.

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 on a retrospective basis in its 2024 annual report and interim periods thereafter.

In the third quarter of 2023, Ball entered into a Stock Purchase Agreement with BAE Systems, Inc., to sell all of the outstanding equity interests in Ball’s aerospace business to BAE.

​

*​*

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

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

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

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Business acquisitions, net of cash acquired | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (69) | ​ |

| Balance at December 31, 2019 | ​ | 676,302 | ​ | $ | 1,178 | ​ | (351,667) | ​ | $ | (3,122) | ​ | $ | 5,803 | ​ | $ | (910) | ​ | $ | 70 | ​ | $ | 3,019 | ​ |

| Net earnings | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 585 | ​ | ​ | — | ​ | ​ | (3) | ​ | ​ | 582 | ​ |

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

The company corroborates the results of its income approach using the market approach.

The company records the

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

Reference Rate Reform

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

| 2020 | ​ | ​ | 6,317 | ​ | ​ | 1,295 | ​ | ​ | 4,169 | ​ | ​ | 11,781 |

| --- | --- |

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

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

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

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

This non-cash charge has been presented 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.

The impairment loss in the second quarter and the gain on sale in the third quarter were significantly impacted by movements in the U.S. dollar to Russian ruble exchange rates.

See [Note 6](#Note6BusinessConsolidationandOtherActivi) for further details.

Brazil Aluminum Aerosol Packaging Business

In the third quarter of 2020, the company acquired the entire share capital of Tubex Industria E Comercio de Embalagens Ltda, an aluminum aerosol packaging business with a plant in Itupeva, Brazil, for the purchase price of $80 million, subject to customary closing adjustments, including initial cash consideration of $69 million plus potential additional consideration not to exceed $30 million in total over the subsequent three years.

The business is part of Ball’s aerosol packaging operating segment.

The transaction broadens the geographic reach of Ball’s aluminum aerosol packaging business, serving the growing Brazilian personal care market.

| 2020 | ​ | ​ | 2,223 | ​ | ​ | 9,558 | ​ | ​ | 11,781 |

| ​ | ​ | $ | (71) | ​ | $ | (142) | ​ | $ | (262) |

_Beverage Packaging, North and Central America_

During 2022, the charges of $74 million primarily related to employee severance and benefits, accelerated depreciation, other shutdown costs resulting from closing the Phoenix, Arizona, facility in the fourth quarter of 2022, and the St. Paul, Minnesota, facility in the first quarter of 2023, and other charges.

_Beverage Packaging, EMEA_

During 2022, the charges of $227 million are primarily related to a non-cash impairment charge of $435 million for the Russian long-lived asset group and other charges, partially offset by a gain on sale of the Russian business of $222 million.

_Beverage Packaging, South America_

During 2022, the charges of $29 million are primarily related to a regional customer contract breach in Brazil and other charges.

See [Note 22](#Note22Contingencies) for further details.

As of December 31, [removed: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 21, 2023,] [added: 20, 2024,] were as follows:

Carey, [removed: 44,] [added: 45,] Vice President and Controller since November 2017; Assistant Controller from 2014 to November 2017.

Fisher, [removed: 50, President] [added: 51, Chairman] and Chief Executive Officer since April [removed: 2022;] [added: 2023; President and Chief Executive Officer from April 2022 to April 2023;] President, Ball Corporation from January 2021 to April 2022; Senior Vice President, Ball Corporation, and Chief Operating Officer, Global Beverage Packaging, from December 2016 to January 2021; President, Beverage Packaging North and Central America from 2014 to 2016; various other positions within the company, 2010 to 2014.

Goodwin, [removed: 57,] [added: 58,] Vice President and Treasurer since September 2022; Assistant Treasurer from 2016 to September 2022.

Lewis, [removed: 56,] [added: 57,] Senior Vice President, [added: Chief Supply Chain and Operations Officer since January 2024; Senior Vice President,] Ball Corporation, and Chief Operating Officer, Global Beverage Packaging, [removed: since January 2021;] [added: from 2021 to 2024;] President, Beverage Packaging EMEA from 2019 to 2021; Chief Supply Chain Officer, Coca-Cola European Partners plc, 2016 to 2019.

[removed: Morrison, 60, Executive] [added: Causey, 46, Senior] Vice President and Chief [removed: Financial] [added: Growth] Officer since January [removed: 2021; Senior] [added: 2024; President, Beverage Packaging EMEA from 2021 to 2024;] Vice [removed: President and Chief Financial Officer] [added: President, Integrated Business Planning] from [removed: 2010] [added: 2020] to [removed: January] 2021; various other positions within the company, [removed: 2000] [added: 2014] to [removed: 2010.][added: 2020.]

Stacey Valy Panayiotou, [removed: 50,] [added: 51,] Senior Vice President and Chief Human Resources Officer since November 2021; Executive Vice President of Human Resources, Graphic Packaging [removed: International,] [added: International from] 2019 to [removed: 2021.][added: 2021; Senior Vice President, Global Talent and Development, The Coca-Cola Company, 2013 to 2019.]

Other information required by Item 10 appearing under the [removed: caption] [added: captions] “Director Nominees and Continuing Directors” and [removed: “Section 16(a) Beneficial Ownership Reporting Compliance,”] [added: “Beneficial Ownership,”] of the company’s proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2022,] [added: 2023,] is incorporated herein by reference.

Carey S.

Hannah Lim-Johnson, 52, Senior Vice President, Chief Legal Officer and Corporate Secretary since September 2023; Senior Vice President, Chief Legal Officer and Corporate Secretary, Meritor, Inc., 2020 to 2021.

Kathleen E.

Pitre, 47, Senior Vice President and President, North and Central America since January 2024; President, Beverage Packaging North and Central America from 2021 to 2024; Chief Commercial and Sustainability Officer, Global Beverage Packaging from 2019 to 2021; various other positions within the company, 2004 to 2019.

Fauze C.

Villatoro, 47, Senior Vice President and President, South America since January 2024; President, Beverage Packaging South America from 2022 to 2024; Vice President, Commercial, Beverage Packaging South America from 2020 to 2022; various other positions within the company, 2016 to 2020.

Howard H.

Yu, 52, Executive Vice President and Chief Financial Officer since September 2023; Senior Vice President and Chief Financial Officer, Envista Holdings Corporation, 2019 to 2023.

Charles E.

Baker, 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.

David A.

Kaufman, 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.

Scott C.

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

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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] is incorporated herein by reference.

| Equity compensation plans approved by security holders | ​ | 8,905,005 | ​ | $ | 55.48 | ​ | 11,286,918 |

| Total | ​ | 8,905,005 | ​ | $ | 55.48 | ​ | 11,286,918 |

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

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

The information required by Item 13 appearing under the caption [removed: “Ratification of the Appointment of Independent Registered Public Accounting Firm,”] [added: “Transactions with Related Persons, Promoters and Certain Control Persons,”] in the company’s proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2022,] [added: 2023,] is incorporated herein by reference.

The information required by Item 14 appearing under the caption [removed: “Certain Committees] [added: “Ratification] of the [removed: Board,”] [added: Appointment of Independent Auditor,”] in the company’s proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2022,] [added: 2023,] is incorporated herein by reference.

[Consolidated statements of earnings — Years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#ConsolidatedStatementofEarnings)][added: 2021](#ConsolidatedStatementofEarnings)]

[Consolidated statements of comprehensive earnings (loss) — Years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#ComprehensiveEarningsLoss_91149)][added: 2021](#ComprehensiveEarningsLoss_91149)]

[Consolidated balance sheets — December 31, [removed: 2022] [added: 2023] and [removed: 2021](#BalanceSheets_38407)][added: 2022](#BalanceSheets_38407)]

[Consolidated statements of cash flows — Years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#CashFlows_398598)][added: 2021](#CashFlows_398598)]

[Consolidated statements of shareholders’ equity — Years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#ShareholdersEquity_370455)][added: 2021](#ShareholdersEquity_370455)]

| 3.ii | ​ | [Bylaws of Ball Corporation as amended January 25, 2023. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex3dii.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex3dii.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/9389/000000938923000011/bll-20221231xex4d2d.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex4d2d.htm)] |

| 10.18 | ​ | [Ball Corporation 2013 Stock and Cash Incentive Plan filed by incorporation by reference to the Proxy Statement filed March 8, 2013, amended and restated on April 26, 2017 and filed as the Ball Corporation Amended and Restated 2013 Stock and Cash Incentive Plan (filed by incorporation by reference to the Proxy Statement filed March 15, [removed: 2017.)*](http://www.sec.gov/Archives/edgar/data/9389/000110465917016478/0001104659-17-016478.txt)] [added: 2017.)*](https://www.sec.gov/Archives/edgar/data/9389/000104746917001603/a2231280zdef14a.htm)] |

| 14 | ​ | [Ball Corporation Executive Officers and Board of Directors Business Ethics Statement, revised July 27, [removed: 2022. (Filed herewith.](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex14.htm))] [added: 2022 (filed by incorporation by reference to Exhibit 14 of the Annual Report on Form 10-K for the year ended December 31, 2022) filed February 21, 2023.](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/9389/000000938923000011/bll-20221231xex21.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex21.htm)] |

| 22 | ​ | [Obligor group subsidiaries of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex22.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex22.htm)] |

| 23 | ​ | [Consent of Independent Registered Public Accounting Firm. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex23.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex23.htm)] |

| 24 | ​ | [Limited Power of Attorney. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex24.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex24.htm)] |

| 31.1 | ​ | [Certifications pursuant to Rule 13a-14(a) or Rule 15d-14(a), by Daniel W. Fisher, [removed: President] [added: Chairman] and Chief Executive Officer of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex31d1.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex31d1.htm)] |

| 31.2 | ​ | [Certifications pursuant to Rule 13a-14(a) or Rule 15d-14(a), by [removed: Scott C. Morrison,] [added: Howard H. Yu,] Executive Vice President and Chief Financial Officer of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex31d2.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex31d2.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 Daniel W. Fisher, [removed: President] [added: Chairman] and Chief Executive Officer of Ball Corporation. (Furnished [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex32d1.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex32d1.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 [removed: Scott C. Morrison,] [added: Howard H. Yu,] Executive Vice President and Chief Financial Officer of Ball Corporation. (Furnished [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex32d2.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex32d2.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/9389/000000938923000011/bll-20221231xex99.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex99.htm)] |

| 104 | ​ | The following financial information from Ball Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] 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.) |

| 2.1 | ​ | [Stock Purchase Agreement, dated as of August 16, 2023, by and among Ball Corporation, BAE Systems, Inc., and, solely for the purposes set forth therein, BAE Systems plc. (Filed with.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex2d1.htm) ​ |

| 10.21 | ​ | [Retention Agreement, dated as of August 17, 2023, by and between David Kaufman and Ball Aerospace Technologies Corp. (Filed with.)*](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex10d21.htm) ​ |

| 97 | ​ | [Ball Corporation’s Incentive Compensation Recoupment Policy. (Filed herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex97.htm) ​ |

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

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

| ​ | Daniel W. Fisher | ​ | ​ | February [removed: 21, 2023] [added: 20, 2024] |

| ​ | /s/ [removed: Scott C. Morrison] [added: Howard H. Yu] | ​ | ​ | Executive Vice President and Chief Financial Officer |

| ​ | Nate C. Carey | ​ | ​ | February [removed: 21, 2023] [added: 20, 2024] |

| ​ | John Bryant | ​ | ​ | February [removed: 21, 2023] [added: 20, 2024] |

| ​ | Michael J. Cave | ​ | ​ | February [removed: 21, 2023] [added: 20, 2024] |

| ​ | /s/ Daniel W. Fisher | * | ​ | [added: Chairman of the Board and] Director |

| ​ | Dune Ives | ​ | ​ | February [removed: 21, 2023] [added: 20, 2024] |

| ​ | Pedro H. Mariani | ​ | ​ | February [removed: 21, 2023] [added: 20, 2024] |

| ​ | Georgia R. Nelson | ​ | ​ | February [removed: 21, 2023] [added: 20, 2024] |

| ​ | Cynthia A. Niekamp | ​ | ​ | February [removed: 21, 2023] [added: 20, 2024] |

| ​ | Todd Penegor | ​ | ​ | February [removed: 21, 2023] [added: 20, 2024] |

| ​ | Cathy D. Ross | ​ | ​ | February [removed: 21, 2023] [added: 20, 2024] |

| ​ | Betty Sapp | ​ | ​ | February [removed: 21, 2023] [added: 20, 2024] |

| ​ | Stuart A. Taylor II | ​ | ​ | February [removed: 21, 2023] [added: 20, 2024] |

| ​ | ​ | February 20, 2024 |

| ​ | Howard H. Yu | ​ | ​ | February 20, 2024 |

| ​ | Daniel W. Fisher | ​ | ​ | February 20, 2024 |

| ​ | ​ | February 20, 2024 |

| ​ | ​ | February 21, 2023 |

| ​ | ​ | ​ | ​ | ​ |

| ​ | Scott C. Morrison | ​ | ​ | February 21, 2023 |

| ​ | /s/ John A. Hayes | * | ​ | Chairman of the Board and Director |

| ​ | John A. Hayes | ​ | ​ | February 21, 2023 |