Ball (BALL) 10-K risk factor changes: FY2024 vs FY2023

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

Because we depend on a relatively limited number of major customers, our business, financial condition or results of operations could be adversely affected by the loss of any of these [removed: customers, a reduction in the purchasing levels of these customers, a strike or work stoppage by a significant number of these customers’ employees or an adverse change in the terms of the supply agreements with these customers.]

The company had [removed: $8.62] [added: $5.69] billion of interest-bearing debt at December 31, [removed: 2023.][added: 2024.]

Competition within the packaging [removed: and aerospace industries] [added: industry] is intense.

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

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

We derived approximately [removed: 44] [added: 54] percent of our consolidated net sales from outside of the U.S. for the year ended December 31, [removed: 2023.][added: 2024.]

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

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

The delayed timing in recovering the pass-through of increasing raw material costs may also impact our short-term [added: 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: 2023.][added: 2024.]

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

| | ● | restrict our ability to fund working capital, capital [removed: expenditures, research and development] expenditures and other business activities; |

| | ● | reduced cash flows from our operations could adversely affect our ability to execute our long-term strategy to [removed: increase liquidity, reduce debt,] repurchase our stock and invest in our businesses. |

As of December 31, [removed: 2023,] [added: 2024,] the company had no material weaknesses.

[removed: Significant environmental, employment-related] [added: Environmental, social] and [added: governance reporting requirements and] other legislation and regulatory requirements exist and are also evolving.

As of December 31, [removed: 2023, 8] [added: 2024, 13] percent of our North American employees and [removed: 39] [added: 27] percent of our European employees were covered by collective bargaining agreements.

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

customers, a reduction in the purchasing levels of these customers, a strike or work stoppage by a significant number of these customers’ employees or an adverse change in the terms of the supply agreements with these customers.

needs.

The primary customers for our aerospace segment are U.S. government agencies or their prime contractors.

Our contracts with these customers are subject to several risks, including funding cuts and delays, technical uncertainties, budget changes, government shutdowns, competitive activity and changes in scope.

In the aerospace industry, they are technical capability, cost and schedule.

Certain of our aerospace products are also subject to competition from alternative products and solutions.

profitability and certain costs due to price increases or supply chain inefficiencies may be unrecoverable, which would also impact our profitability.

_We use estimates in accounting for many of our programs in our aerospace business, and changes in our estimates could adversely affect our future financial results._

We account for sales and profits on a portion of long-term contracts in our aerospace business in accordance with the percentage-of-completion method of accounting, using the cost-to-cost method to account for updates in estimates.

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

These assumptions involve various levels of expected performance improvements.

Under the cost-to-cost method, the impact of updates in our estimates related to units shipped to date or progress made to date is recognized immediately.

Given the significance of the judgments and estimates described above, it is likely that we could record materially different amounts if we used different assumptions or if the underlying circumstances or estimates were to change.

Our backlog includes both cost-type and fixed-price contracts.

Cost-type contracts generally have lower profit margins than fixed-price contracts.

Our earnings and margins may vary depending on the types of government contracts undertaken, the nature of the work performed under those contracts, the costs incurred in performing the work, the achievement of other performance objectives and their impact on our ability to receive fees.

The fixed-price contracts could subject us to losses if we have cost overruns or if increases in our costs exceed the applicable escalation rate.

_Our aerospace segment is subject to certain risks specific to that business._

In our aerospace business, U.S. government contracts are subject to reduction or modification in the event of changes in requirements, and the government may also terminate contracts at its convenience pursuant to standard termination provisions.

In such instances, Ball may be entitled to reimbursement for allowable costs and profits on authorized work that has been performed through the date of termination.

In addition, budgetary constraints and government shutdowns may result in further reductions to projected spending levels by the U.S. government.

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

Even if sequestration does not occur, we expect that budgetary constraints and ongoing concerns regarding the U.S. national debt will continue to place downward pressure on agency spending levels.

Due to these and other factors, overall spending on various programs could decline, which could result in significant reductions to revenue, cash flows, net earnings and backlog primarily in our aerospace segment.

_As a U.S. government contractor, we could be adversely affected by changes in regulations or any negative findings from a U.S. government audit or investigation._

Our aerospace business operates in a highly regulated environment and is routinely audited and reviewed by the U.S. government and its agencies, such as the Defense Contract Audit Agency (DCAA) and Defense Contract Management Agency (DCMA).

These agencies review performance under our contracts, our cost structure and our compliance with applicable laws, regulations and standards, as well as the adequacy of, and our compliance with, our internal control systems and policies.

Business systems that are subject to review under the DoD Federal Acquisition Regulation Supplement (DFARS) are purchasing, estimating, material management and accounting, as well as property and earned value management.

Any costs ultimately found to be unallowable or improperly allocated to a specific contract will not be reimbursed or must be refunded if already reimbursed.

If an audit uncovers improper or illegal activities, we may be subject to civil and criminal penalties, sanctions or suspension or debarment from doing business with the U.S. government.

Whether or not illegal activities are alleged, the U.S. government also has the ability to decrease or withhold certain payments when it deems systems subject to its review to be inadequate.

If such actions were to result in suspension or debarment, this could have a material adverse effect on our business.

As a provider of products and services to government and commercial customers, our aerospace business in particular may be the target of cyber-attacks, including attempts to gain unauthorized access to classified or sensitive information and networks.

In addition, a security breach that involves classified or other sensitive government information could subject us to civil or criminal penalties and could result in the loss of our secure facility clearance and other accreditation, loss of our government contracts, loss of access to classified information or debarment as a government contractor.

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

On February 16, 2024, the company completed the divestiture of [removed: the] [added: its] aerospace business.

See [Note [removed: 4](#Note4AcquisitionsandDispositions)] [added: 21](#Note21FinancialInstrumentsandRiskManagem)] for further details.

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

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

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: 2022,] [added: 2023,] as filed on February [removed: 21, 2023,] [added: 20, 2024,] for a comparison of our [removed: 2022] [added: 2023] results of operations to the [removed: 2021] [added: 2022] results.

Recent data has indicated [removed: continued high] [added: that the rate of] inflation [added: is slowing] in the [added: majority of] regions where we operate.

[removed: Current] [added: That said, current] and future inflationary effects may continue to be impacted by, among other things, supply chain disruptions, governmental stimulus or fiscal and monetary policies, changes in interest rates, [added: tariffs,] and changing demand for certain goods and services.

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

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

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

| ($ in millions) | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Net earnings attributable to Ball Corporation | ​ | ​ | [removed: 707] [added: 4,008] | ​ | ​ | [removed: 719] [added: 707] | ​ | ​ | [removed: 878] [added: 719] | ​ |

| Net earnings attributable to Ball Corporation as a % of net sales | ​ | ​ | [removed: 5] [added: 34] | % | ​ | [removed: 5] [added: 6] | % | ​ | [removed: 6] [added: 5] | % |

Cost of sales, excluding depreciation and amortization, was [removed: $11,359] [added: $9,354] million in [removed: 2023] [added: 2024] compared to [removed: $12,766] [added: $9,754] million in [removed: 2022.][added: 2023.]

These amounts represented [removed: 81] [added: 5] percent and [removed: 83] [added: 4] percent of consolidated net sales for the years ended [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

The decrease year-over-year [removed: is] [added: was] primarily due to lower manufacturing costs, including lower aluminum costs of [removed: $1.29 billion,] [added: $281 million,] and lower freight expenses of [removed: $176] [added: $53] million.

We took actions to normalize inventory levels and reduce fixed and variable costs in [removed: 2023 that improved financial results.][added: 2024 and 2023.]

Depreciation and amortization expense was [removed: $686] [added: $611] million in [removed: 2023] [added: 2024] compared to [removed: $672] [added: $605] million in [removed: 2022.][added: 2023.]

These amounts represented [removed: 5] [added: 79] percent and [removed: 4] [added: 81] percent of consolidated net sales for the years ended [removed: 2023] [added: 2024] and [removed: 2022, respectively.][added: 2023,]

The increase compared to the same period in [removed: 2022 is] [added: 2023 was] primarily due to the company’s larger depreciable asset [removed: base, partially][added: base.]

These amounts represented [removed: 4] [added: 5] percent of consolidated net sales for the years [removed: ending 2023] [added: ended 2024] and [removed: 2022.][added: 2023.]

_Business Consolidation [removed: Costs] and Other Activities_

Business consolidation and other activities resulted in charges of [removed: $153] [added: $420] million in [removed: 2023] [added: 2024] compared to charges of [removed: $71] [added: $133] million in [removed: 2022.][added: 2023.]

These amounts represented [removed: 1] [added: 4] percent and [removed: less than] 1 percent of consolidated net sales for [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

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

Further details [removed: and quantification] regarding business consolidation [removed: costs] and other activities are provided in [Note 6](#Note6BusinessConsolidationandOtherActivi).

[removed: As such, the increase in] [added: The] interest expense [added: decrease] was primarily driven by [removed: an $132] [added: a decrease of $160] million [removed: increase] from [removed: higher] [added: a smaller amount of] weighted average [removed: interest rates on] [added: principal] outstanding [removed: debt] during the year, [removed: along with a $15 million increase] [added: resulting mainly] from [added: the use of proceeds from the aerospace disposal, and] a [removed: larger amount] [added: decrease] of [added: $7 million from lower] weighted average [removed: principal] [added: interest rates on] outstanding [added: debt] during the year.

The [removed: 2023] [added: 2024] effective income tax rate was [removed: 15.1] [added: 24.9] percent compared to [removed: 18.0] [added: 23.8] percent for [removed: 2022.][added: 2023.]

As compared with the statutory U.S. federal income tax rate of 21 percent, the [removed: 2023] [added: 2024] effective income tax rate was reduced by [removed: 8.2] [added: 2.1] percent for the impact of [removed: the U.S. research and development credit, by 4.7 percent for non-U.S. rate differences including tax holidays,] [added: state] and [removed: by 4.7 percent for the impact of U.S. taxes on non-U.S. earnings including the foreign tax credit.][added: local taxes.]

Ball’s operations are organized and reviewed by management along its product lines and geographical areas, and its operating results are presented in the [removed: four] [added: three] reportable segments discussed below.

| ($ in millions) | [added: |] ​ | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Net sales | ​ | [added: ​ |] $ | [removed: 5,963] [added: 5,619] | ​ | $ | [removed: 6,696] [added: 5,963] | ​ | $ | [removed: 5,856] [added: 6,696] | ​ |

| Comparable operating earnings | ​ | ​ | [removed: 710] [added: ​] | [added: 747 |] ​ | ​ | [removed: 642] [added: 710] | ​ | ​ | [removed: 681] [added: 642] | ​ |

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

Ball permanently ceased production at its [removed: Phoenix, Arizona] aluminum beverage can manufacturing facility in [added: St. Paul, Minnesota in] the [removed: fourth] [added: first] quarter of [removed: 2022,] [added: 2023,] permanently ceased production at its aluminum beverage can manufacturing facility in [removed: St. Paul, Minnesota] [added: Wallkill, New York] in the [removed: first] [added: third] quarter of [added: 2023, permanently discontinued plans to construct a beverage can plant in North Las Vegas in the third quarter of] 2023 and permanently ceased production at its aluminum beverage can manufacturing facility in [removed: Wallkill, New York] [added: Kent, Washington] in the [removed: third] [added: first] quarter of [removed: 2023.][added: 2024.]

| Net sales | ​ | $ | [removed: 3,395] [added: 3,466] | ​ | $ | [removed: 3,854] [added: 3,395] | ​ | $ | [removed: 3,509] [added: 3,854] | ​ |

| Comparable operating earnings | ​ | ​ | [removed: 354] [added: 416] | ​ | ​ | [removed: 358] [added: 354] | ​ | ​ | [removed: 452] [added: 358] | ​ |

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

With a growth mindset and by pursuing operational excellence, we lean on our competitive strengths to reach our financial goals.

We are focused on maintaining our strong financial position by listening to and partnering with our global customers, delivering operational efficiencies and an innovative product portfolio from our best-in-class manufacturing facilities and returning value to shareholders via share repurchases and dividends.

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

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

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

Effective as of the first quarter of 2024, the company reports its financial performance in three reportable segments: (1) beverage packaging, North and Central America; (2) beverage packaging, Europe, Middle East and Africa (beverage packaging, EMEA) and (3) beverage packaging, South America.

See [Note 1](#Note1CriticalandSignificantAccountingPol) for further information on the basis of presentation.

As a result of the divestiture, prior periods disclosed herein reflect the aerospace business’ financial results as discontinued operations.

| Net sales | ​ | $ | 11,795 | ​ | $ | 12,062 | ​ | $ | 13,372 | ​ |

Sales in 2024 decreased $267 million compared to 2023 primarily due to decreases of $213 million from lower sales prices and $70 million from lost volume as a result of the 2023 fire at the company’s Verona, Virginia extruded aluminum slug manufacturing facility.

Net earnings attributable to Ball Corporation in 2024 increased $3.30 billion compared to 2023 primarily due to increases of $3.36 billion from discontinued operations, net of tax, $129 million from the results of the reportable segments discussed below, $167 million from lower interest expense and $42 million from higher interest income in corporate undistributed expenses, net, partially offset by increases in costs of $287 million from business consolidation and other activities and $82 million from incremental compensation cost from the successful sale of the aerospace business.

When analyzing net earnings attributable to Ball Corporation as a percentage of net sales, it is important to note that net earnings attributable to Ball Corporation includes discontinued operations, net of tax resulting from the net sales attributable to the historical aerospace reportable segment through the date of the divestiture on February 16, 2024, that are now reported as discontinued operations.

However, net sales attributable to the historical aerospace reportable segment are not included in the net sales figures in the table above.

respectively.

Selling, general and administrative (SG&A) was $647 million in 2024 compared to $532 million in 2023.

The increase was primarily due to higher compensation costs of $93 million, which included incremental cash bonuses and stock-based compensation cost from the successful sale of the aerospace business.

The amounts in 2024 primarily include a $233 million noncash charge to adjust the carrying value of the aluminum cups business to its estimated fair value less cost to sell and facility shutdown costs.

_Interest_ _Income_

Interest income was $68 million in 2024 compared to $36 million in 2023.

These amounts represented less than 1 percent of consolidated net sales for the years ended 2024 and 2023.

The increase in interest income was primarily due to the higher amount of cash on hand in 2024 from the sale of the aerospace business.

Interest expense was $293 million in 2024 compared to $460 million in 2023.

Interest expense as a percentage of average borrowings decreased by approximately 10 basis points from 4.9 percent in 2023 to 4.8 percent in 2024.

This reduction was offset by an increase of 5.8 percent for currency exchange on revaluation of deferred tax balances.

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

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

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

Segment sales in 2024 were $344 million lower compared to 2023 primarily due to decreases of $193 million from price/mix and $150 million from lower volume.

Comparable operating earnings in 2024 were $37 million higher compared to 2023 primarily due to increases of $66 million from price/mix and $61 million from lower costs, partially offset by decreases of $51 million from lower volume and $32 million from income recognized in 2023 from the termination of a long term power supply contract that offset higher energy costs.

Comparable operating earnings in 2024 were $62 million higher compared to 2023 primarily due to increases of $40 million from price/mix and $44 million from higher volume, partially offset by higher costs.

In addition, management uses operating cash flows, free cash flow (cash flows from operating activities less capital expenditures; and, it may be adjusted for additional items that affect comparability between periods) and adjusted free cash flow (free cash flow adjusted for payments made for income tax liabilities related to the aerospace disposition and other material dispositions) as measures to evaluate the company’s liquidity.

We have limited near-term debt maturities and our senior credit facilities are in place until 2027.

Cash flows from the historical aerospace reportable segment are presented within each cash flow statement category in the consolidated statements of cash flows.

Depreciation and amortization, capital expenditures and significant operating and investing noncash items of the aerospace discontinued operation are presented in [Note 4](#Note4AcquisitionsandDispositions).

Cash flows provided by operating activities were $115 million in 2024, primarily driven by earnings from continuing operations of $430 million, along with reconciling adjustments to operating cash flows of $620 million for depreciation and amortization and a $233 million noncash impairment charge on the aluminum cups business, partially offset by $766 million of income taxes paid related to the sale of the aerospace business and the company’s decision to reduce its use of factoring by $476 million.

We currently estimate a total cash tax of $875 million for the sale of the aerospace business.

Cash flows provided by investing activities were $5.00 billion in 2024, primarily driven by the initial cash proceeds received at close from the sale of the aerospace business of $5.42 billion, partially offset by capital expenditures of $484 million.

Cash flows used in financing activities were $4.79 billion in 2024, primarily driven by net repayments of long-term borrowings of $2.86 billion, repurchases of common stock of $1.71 billion and common stock dividends of $244 million.

The combined limit and available for sale amount as of December 31, 2023, included $160 million and $97 million, respectively, associated with receivable factoring programs included within the historical aerospace reportable segment.

2023, respectively.

Our packaging products are produced for a variety of end uses, are manufactured in facilities around the world and are competitive with other substrates, such as plastics and glass.

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.

The primary customers for the products and services provided by our aerospace segment are U.S. government agencies or their prime contractors.

The majority of our aerospace business involves work under contracts, generally from one to five years in duration, as a prime contractor or subcontractor for various U.S. government agencies.

Intense competition and long operating cycles are key characteristics of the company’s aerospace and defense industry where it is common for work on major programs to be shared among a number of companies.

A company competing to be a prime contractor may, upon ultimate award of the contract to a competitor, become a subcontractor for the ultimate prime contracting company.

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

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

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

| Net sales | ​ | $ | 14,029 | ​ | $ | 15,349 | ​ | $ | 13,811 | ​ |

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.

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

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.

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

Selling, general and administrative (SG&A) expenses were $558 million in 2023 compared to $626 million in 2022.

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 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, facility shutdown costs and a charge related to a donation to the Ball Foundation.

Total interest expense was $459 million in 2023 compared to $330 million in 2022.

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

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.

Comparable operating earnings in 2023 were $4 million lower compared to 2022 primarily due to an $86 million decrease from the 2022 sale of the Russian aluminum beverage packaging business, a $46 million decrease from new facility start-up costs and a $27 million decrease from currency translation, partially offset by an $126 million increase from higher sales prices mainly from the annual pass-through of inflationary costs net of current year inflation.

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

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

See [Note 4](#Note4AcquisitionsandDispositions) of these consolidated financial statements within [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 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:

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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

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

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

| Russia | ​ | $ | 86 | ​ | $ | 129 |

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

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

The company employs established risk management policies and procedures which seek to reduce the company’s commercial risk exposure to fluctuations in commodity prices, interest rates, currency exchange [removed: rates] [added: rates, net investments in foreign operations] and prices of the company’s common stock with regard to common share repurchases and the company’s deferred compensation stock plan.

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

Considering the effects of derivative instruments, the company’s ability to [removed: pass through] [added: pass-through] certain raw material costs through contractual provisions, the market’s ability to accept price increases and the company’s commodity price exposures under its contract terms, a hypothetical 10 percent adverse change in the company’s aluminum prices would result in an estimated [removed: $3] [added: $2] million after-tax reduction in net earnings over a one-year period.

Actual results may vary based on actual changes in market prices and [removed: rates.][added: rates and the timing of these changes.]

Interest rate instruments held by the company at December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: $7] [added: $1] million after-tax reduction in net earnings over a one-year period.

The company faces currency exposures in our global operations as a result of various factors including intercompany currency denominated loans, selling our products in various currencies, purchasing raw materials and equipment in various currencies and tax exposures not denominated in the functional [removed: currency.][added: currency of the entity with the exposure.]

Considering the company’s derivative financial instruments outstanding at December 31, [removed: 2023,] [added: 2024,] and the various currency exposures, a hypothetical 10 percent reduction (U.S. dollar strengthening) in currency exchange rates compared to the U.S. dollar would result in an estimated [removed: $15] [added: $19] 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: $165] [added: $73] million.

Actual [added: results may vary based on actual] changes in market prices [removed: or] [added: and] rates [removed: may differ from hypothetical] [added: and the timing of these] changes.

During the fourth quarter of 2023, Argentina suddenly devalued its peso relative to the U.S. dollar [added: as one of the economic policies implemented] by [removed: approximately 55%.][added: the new government with the goal of stabilizing and growing the economy.]

As a result, Ball recorded a $22 million devaluation charge in business consolidation and other activities in the consolidated statement of [removed: earnings.][added: earnings for the year ended December 31, 2023.]

The Egypt economy became highly inflationary at September 30, 2024, due to the country’s three year cumulative inflation rate exceeding 100 percent.

As such, effective October 1, 2024, the company’s Egyptian business will be accounted for as operating in a highly inflationary economy.

Net Investments in Foreign Operations Risk

The company is exposed to changes in foreign currencies impacting its net investments held in foreign subsidiaries.

The company’s objective in managing exposure to net investments in foreign operations is to limit the foreign exchange translation risk associated with its net investments in non-U.S. Dollar foreign entities.

The company uses fixed-for-fixed cross currency swaps to achieve this objective.

As of December 31, 2024, the company had three fixed-for-fixed cross currency swaps outstanding, with notional amounts totaling €1.05 billion.

A hypothetical 10 percent adverse change in the related foreign currency exchange rate would result in an estimated $62 million after-tax currency translation adjustment loss in other comprehensive earnings (loss).

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.

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: 2023,] [added: 2024,] our total consolidated net sales were [removed: $14.03] [added: $11.80] billion.

In the third quarter of 2023, Ball entered into a Stock Purchase Agreement [added: (Agreement)] with BAE Systems, Inc. [removed: (BAE),] [added: (BAE) and, for the limited purposes set forth therein, BAE Systems plc,] to sell all [removed: of the] outstanding equity interests in Ball’s aerospace business to BAE.

On February 16, 2024, the company completed the divestiture of [removed: the] [added: its] aerospace business.

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

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

The compensation of many of our employees is tied [removed: directly] to the company’s performance through our EVA®-based incentive programs.

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

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

This is exhibited through our [removed: 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 [removed: 2050, in part by reaching 100 percent renewable electricity globally by 2030.][added: 2050.]

Our innovation and manufacturing teams around the world focus on continuously [removed: improving] [added: driving] operational [removed: efficiency.][added: excellence in support of Ball’s resource efficiency goals.]

This [removed: focus] drives [removed: improved processes,] [added: process optimization,] including products designed for optimum metal efficiency, real time [added: monitoring to improve] energy [removed: monitoring,] [added: efficiency] and reuse of water, as well as the [removed: minimization] [added: reduction] of waste and spoilage within our manufacturing plants.

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

Today’s consumers are [added: increasingly] choosing brands based on their sustainability [removed: and circularity] credentials.

[removed: Infinitely recyclable aluminum] [added: Aluminum packaging] unlocks the full potential of packaging to help customers convey their [removed: values and] purpose to [removed: consumers.][added: consumers, while limiting regulatory exposure.]

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

[removed: In 2023, we introduced our expanded] [added: This includes a] global [removed: diversity and inclusion strategy] [added: Belonging, Inclusion] and [removed: goals,] [added: Diversity (BI&D) strategy,] which [removed: will help to ensure that] [added: ensures] 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.

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

For the [removed: fifth] [added: seventh] year in a row, Ball received an A- score in CDP’s climate change program.

At the end of [removed: 2023,] [added: 2024,] the company and its subsidiaries employed approximately [removed: 21,000] [added: 16,000] employees, including approximately [removed: 10,000] [added: 5,000] 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: 144-year] [added: 145-year] history, we [removed: “know who we are,”] [added: are] a company that respects and values each of our employees and their collective desire to deliver value to all our stakeholders.

[removed: _Diversity and Inclusion_][added: _Belonging, Inclusion & Diversity_]

[removed: We will also launch our] [added: Our] Global Inclusion [removed: Council] [added: Council,] sponsored by our Chief Executive Officer and Chief Human [removed: Resource Officer.][added: Resources Officer, serves as a platform for collaboration and alignment on key Belonging, Inclusion & Diversity (BI&D) priorities.]

[removed: During] [added: Over] the past decade, we [removed: established and] [added: have] expanded our talent management organization with dedicated [removed: talent] acquisition and development [removed: functions that have implemented] [added: functions, implementing] rigorous hiring [added: processes] and [removed: development processes, including] standardized assessments [removed: for candidate selection, and an embedded “Inspire, Connect, Achieve” leadership framework, which details clear behaviors that we expect from our people leaders] to [removed: ensure they] align with our [removed: culture.][added: cultural values and strategic goals.]

We have also strengthened [removed: our] succession planning through a holistic [removed: approach to developing key managers] [added: strategy] that [removed: includes] [added: combines] challenging assignments, formal development plans and professional [removed: coaching.][added: coaching to build a strong pipeline of future leaders.]

| | ● | [removed: Continuous education through various tuition] [added: Educational Support: Tuition] reimbursement [removed: programs, apprenticeship] and instructional [removed: programs;] [added: programs for continuous learning.] |

| | ● | [added: Ball Academy Platform:] A [removed: corporate academy platform designed to provide employees with a] seamless and unified learning experience [removed: empowering them] [added: designed] to [added: help employees] thrive, [removed: grow,] [added: grow] and [removed: reach] [added: achieve] their fullest [removed: potential;] [added: potential.] |

| | ● | LinkedIn Learning [removed: platform for] [added: Access: Available to] all [removed: corporate] [added: employees for self-paced learning] and [removed: packaging employees;] [added: skill enhancement.] |

| | ● | Professional [removed: and personal] [added: Coaching: Personalized] development [removed: coaching] opportunities [removed: by teaming] [added: through a partnership] with a global coaching [removed: firm;] [added: firm.] |

| | ● | [added: Compliance Training:] Annual [added: training on] compliance, antitrust, bribery, corruption and [added: our] business code of conduct [removed: and ethics training] for key [removed: management level,] [added: management,] sales and supply chain [removed: employees.] [added: personnel.] |

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

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

_Health, Safety and [removed: Wellness_][added: Wellbeing_]

The health, safety and [removed: wellness] [added: wellbeing] of all employees is a top priority at Ball.

[removed: Ball Corporation] [added: Effective as of the first quarter of 2024, the company] reports its financial performance in [removed: four] [added: the three] reportable [removed: segments:] [added: segments outlined below:] (1) beverage packaging, North and Central America; (2) beverage packaging, Europe, Middle East and Africa (beverage packaging, [removed: EMEA);] [added: EMEA) and] (3) beverage packaging, South [removed: America and (4) aerospace.][added: America.]

Beverage packaging, North and Central America, is Ball’s largest segment, accounting for [removed: 43] [added: 48] percent of consolidated net sales in [removed: 2023.][added: 2024.]

Aluminum beverage containers and ends are produced at [removed: 17] [added: 16] manufacturing facilities in the U.S., one in Canada and two in Mexico.

Ball permanently ceased production at its aluminum beverage can [added: manufacturing facility in Kent, Washington in the first quarter of 2024.]

According to publicly available information and company estimates, the North American [added: aluminum] beverage container industry represents approximately [removed: 136] [added: 138] billion units.

[removed: Ball] [added: Ball, the largest producer in the region,] shipped approximately [removed: 49] [added: 48] billion aluminum beverage containers in North and Central America in [removed: 2023,] [added: 2024,] which represented approximately [removed: 36] [added: 34] percent of the aggregate shipments in these countries.

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

At December 31, 2024, the assets and liabilities of the aluminum cups operating segment are presented as current assets held for sale and current liabilities held for sale on the consolidated balance sheet.

We exist to unlock the infinite potential of aluminum to advance a world free from waste.

By leveraging our competitive advantages of bringing our scale to sustainability, the power of our partnerships and the unmatched talent of our people we will deliver on our promise of We Care… We Work… We Win…

At Ball Corporation, we deliver circular aluminum packaging solutions and exist to unlock the infinite potential of aluminum to advance a world free from waste.

Utilizing strategic partnerships across our value chain, we work to simplify sustainability for our customers by delivering scalable solutions that enable us to win together.

This includes aligning our own 2030 Sustainability Goals and strategy to our customers’ climate-related targets, sustainability goals and regulatory requirements.

Our vision is to advance sustainability through aluminum packaging.

In addition, Ball is committed to hiring, training and retaining a highly qualified and high-performing employee population to work in our manufacturing facilities and offices, and we do so with the intention of having a skilled and engaged workforce.

In addition, with growing packaging design regulations around the world, aluminum cans are well positioned to incur low compliance costs due to circularity credentials, such as favorable recycling rates and recycled content.

As of 2023, Ball beverage cans contained 70 percent recycled content on average globally.

At a global 71 percent recycling rate with low yield losses and high product-to-product recycling loops, aluminum beverage packaging is the leader not only in recycling, but in circularity.

We are working hard to create a culture and environment in which zero injuries become the reality, so everyone working for or within Ball gets home safe and healthy to their families and friends every day.

In addition, Ball earned a MSCI AAA ESG rating,

received a Gold Medal in recognition of overall sustainability achievements through EcoVadis and was recognized as one of America’s Most Responsible Companies by Newsweek.

| | ● | Leading with integrity; |

| | ● | Working to create an enduring impact; and |

| | ● | Winning through our customer focus |

At Ball, fostering a workplace where every employee feels valued and empowered to contribute their best work has been an essential part of our success.

Since 2015, we have had a dedicated focus on inclusion, recognizing that a diverse workforce enhances innovation, collaboration, and business outcomes.

In 2024, we expanded this focus to include Belonging, reinforcing our commitment to creating an environment where all employees feel respected, connected, and supported in their professional growth.

Our leaders across all business segments are committed to cultivating a workplace where every employee can thrive.

We remain committed to furthering our efforts in ensuring a highly qualified workforce – diverse and non-diverse, reinforcing our belief that an inclusive and engaged workforce drives long-term business success.

Our approach to BI&D is integrated into our broader talent and business strategy.

We prioritize fostering an inclusive culture, ensuring equitable access to opportunities, and supporting a workplace that reflects the diverse perspectives of the communities where we operate.

Attracting, developing and retaining top talent is essential to our success.

Embedded in our approach is the “Inspire, Connect, Achieve” leadership framework, which defines clear behaviors for people leaders to drive performance and cultural alignment.

These efforts ensure we maintain a high-performing, engaged workforce ready to achieve our long-term objectives.

We are committed to fostering a culture of continuous learning and development, equipping our employees with the skills and resources needed to thrive in a rapidly evolving business environment.

To complement this, our performance enablement approach prioritizes employee growth and continuous improvement.

The performance enablement methodology encourages regular, meaningful performance conversations between managers and employees, while actively mitigating bias and fostering a fair and enriching developmental experience.

These efforts enhance the data available for talent discussions and decision-making.

We believe that investing in our employees’ growth is essential to driving both individual and organizational success, which is why we provide comprehensive resources to support learning and development at all levels:

| | ● | Leadership Development Programs: Tailored programs for leaders at all levels that blend theoretical knowledge with practical application. |

| | ● | Leadership Communications: Monthly newsletters for leaders addressing timely topics such as team wellbeing, managing change, setting goals, improving team performance, fostering belonging and inclusion and sharing effective leadership practices. |

These initiatives reflect our commitment to investing in our employees’ development, enhancing their skills and cultivating a culture of continuous learning and growth.

In 2024, Ball Corporation faced a year of transformation, introducing a new operating model and brand identity.

Amid these changes, the company prioritized keeping employees informed and engaged, underscoring its commitment to fostering trust and unity across the organization.

An employee engagement survey conducted in October 2024 demonstrated the resilience of Ball's workforce.

With an impressive global response rate of 81 percent, the survey revealed strong alignment with the company’s vision and values.

Employees expressed pride in being part of Ball and confidence in its future.

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

Our packaging businesses were responsible for 86 percent of our net sales, with the remaining 14 percent contributed by our aerospace business.

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

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

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.

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.

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

Climate leadership and driving real circularity 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.

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.

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

Aluminum beverage packaging is the leader in real recycling, where the package is collected and then transformed into an item of equal value (product-to-product or material-to-material recycling).

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

In contrast, only 10 percent of all plastic ever produced has been recycled and is mostly only downcycled.

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

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

Our aerospace business plays a role in sustainability as well.

More and more, our systems are measuring key elements of the physical environment, supporting environmental 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.

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.

In addition, Ball maintained a MSCI AA ESG rating, was included on the 2023 Dow Jones Sustainability Index, and was recognized as one of America’s Most Responsible Companies by Newsweek.

| | ● | Uncompromising integrity; |

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

| | ● | Being close to our customers; |

| | ● | Behaving like owners; |

| | ● | Focusing on attention to detail; and |

| | ● | Being innovative. |

D&I is key to the sustained success of our business.

We established a dedicated D&I function in 2015 to build on our longstanding commitment to D&I across the company and included D&I as an integral part of our goals for sustainability.

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 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 six out of the last seven years, including a perfect score on its Corporate Equality Index list in 2021 and 2022.

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

Our focus to date has been on 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.

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

We continue to evolve our talent acquisition process and focus on diversity for internships, candidate slates, interview panels, talent reviews and succession planning.

Each of our business segment leaders has committed to help drive further D&I progress during 2024 and beyond.

Currently, 45 percent of our board of directors is gender diverse and 36 percent is ethnically diverse, and 44 percent of our company’s executive leadership team is gender diverse and 33 percent is ethnically diverse.

We seek to attract, develop and retain the best talent throughout the company.

Our global human capital management platform enables rigorous identification, analysis and development of talent around the world.

In conjunction with that platform, the company utilizes an approach to performance management focused on development and continuous improvement.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of voting stock held by non-affiliates of the registrant was [removed: $18.33] [added: $18.36] billion based upon the closing market price and common shares outstanding as of June 30, [removed: 2023.][added: 2024.]

| Class | ​ | Outstanding at February [removed: 15, 2024] [added: 18, 2025] |

| Common Stock, without par value | ​ | [removed: 315,642,486] [added: 282,822,891] shares |

| 1. | Proxy statement to be filed with the Commission within 120 days after December 31, [removed: 2023,] [added: 2024,] to the extent indicated in Part III. |

For the year ended December 31, [removed: 2023][added: 2024]

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

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

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

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

| [Item 1B.](#Item1BUnresolvedStaffComments_899593) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_899593) | [added: 18] | [removed: 20] |

| [Item 1C.](#Item1CCybersecurity) | [Cybersecurity](#Item1CCybersecurity) | [added: 18] | [removed: 20] |

| [Item 2.](#Item2Properties_228736) | [Properties](#Item2Properties_228736) | [added: 19] | [removed: 22] |

| [Item 3.](#Item3LegalProceedings_181005) | [Legal Proceedings](#Item3LegalProceedings_181005) | [added: 21] | [removed: 23] |

| [Item 4.](#Item4MineSafetyDisclosures_187525) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_187525) | [added: 21] | [removed: 23] |

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

| [Item 5.](#Item5MarketforRegistrantsCommonEquity) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquity) | [added: 21] | [removed: 23] |

| [Item 6.](#Item6Reserved) | [\[Reserved\]](#Item6Reserved) | [added: 22] | [removed: 25] |

| [Item 7.](#Item7ManagementsDiscussionandAnalysisofF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysisofF) | [added: 23] | [removed: 26] |

| ​ | [Forward-Looking Statements](#FORWARDLOOKINGSTATEMENTS_743581) | [added: 32] | [removed: 37] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [added: 33] | [removed: 38] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [added: 35] | [removed: 40] |

| ​ | [Report of Independent Registered Public Accounting Firm](#Item8ReportofIndependentRegisteredPublic) (PCAOB ID 238) | [added: 35] | [removed: 40] |

| ​ | [Consolidated Statements of Earnings for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#Earnings_26886)] [added: 2022](#Earnings_26886)] | [added: 37] | [removed: 42] |

| ​ | [Consolidated Statements of Comprehensive Earnings (Loss) for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ComprehensiveEarningsLoss_91149)] [added: 2022](#ComprehensiveEarningsLoss_91149)] | [added: 38] | [removed: 43] |

| ​ | [Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022](#BalanceSheets_38407)] [added: 2023](#BalanceSheets_38407)] | [added: 39] | [removed: 44] |

| ​ | [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#CashFlows_398598)] [added: 2022](#CashFlows_398598)] | [added: 40] | [removed: 45] |

| ​ | [Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, [removed: 2023, 2022] [added: 2024 2023] and [removed: 2021](#ShareholdersEquity_370455)] [added: 2022](#ShareholdersEquity_370455)] | [added: 41] | [removed: 46] |

| ​ | [Notes to the Consolidated Financial Statements](#NotestotheConsolidatedFinancialStatement) | [added: 42] | [removed: 47] |

| ​ | [Note 1. Critical and Significant Accounting Policies](#Note1CriticalandSignificantAccountingPol) | [added: 42] | [removed: 47] |

| ​ | [Note 2. Accounting Pronouncements](#Note2AccountingPronouncements) | [added: 52] | [removed: 58] |

| ​ | [Note 3. Business Segment Information](#Note3BusinessSegmentInformation) | [added: 53] | [removed: 59] |

| ​ | [Note 4. Acquisitions and Dispositions](#Note4AcquisitionsandDispositions) | [added: 56] | [removed: 62] |

| ​ | [Note 5. Revenue from Contracts with Customers](#Note5RevenuefromContractswithCustomers) | [added: 60] | [removed: 64] |

| ​ | [Note 6. Business Consolidation and Other Activities](#Note6BusinessConsolidationandOtherActivi) | [added: 60] | [removed: 65] |

| ​ | [Note 7. Supplemental Cash Flow Statement Disclosures](#Note7SupplementalCashFlowDisclosures) | [added: 61] | [removed: 66] |

| ​ | [Note 8. Receivables, Net](#Note8ReceivalesNet) | [added: 62] | [removed: 66] |

| ​ | [Note 9. Inventories, Net](#Note9InventoriesNet) | [added: 62] | [removed: 67] |

| ​ | [Note 10. Property, Plant and Equipment, Net](#Note10PropertyPlantandEquipmentNet) | [added: 63] | [removed: 67] |

| ​ | [Note 11. Goodwill](#Note11Goodwill) | [added: 63] | [removed: 68] |

Ball Corporation

| ​ | ​ | ​ | |

| ​ | ​ | ​ | |

| ​ | ​ | ​ | |

| ​ | [Note 24. Quarterly Results of Operations (Unaudited)](#Note24QuarterlyResultsofOperations) | 92 | |

| ​ | ​ | ​ | |

| ​ | ​ | ​ | |

| ​ | ​ | ​ | |

| ​ | ​ | ​ | |

Ball Corporation

| ​ | ​ | | ​ |

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 [removed: process.][added: process, including processes related to cybersecurity risks.]

Our information security team has [removed: designed] [added: established] and implemented formal processes [removed: for assessing, identifying] and [removed: managing material risk] [added: policies to assess, identify, and manage risks arising] from cybersecurity threats, [removed: both internally] [added: including those associated with our internal operations] and [removed: related to] the use of third-party service providers.

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

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

In addition, we also augment and extend our cyber [removed: team,] [added: team] using a select [removed: few,] [added: few] trusted third-party [removed: partners,] [added: partners that are] integrated as members of our global operations.

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

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

[removed: Third-party] [added: We monitor for third-party] cyber incidents [removed: follow] [added: and manage any third-party cyber incidents under] our incident response plan and [removed: processes, including full assessment and remediation.][added: processes.]

Refer to [removed: [Item] [added: Item] 1A, Risk [removed: Factors](#Item1ARiskFactors_344823)] [added: Factors] – 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.

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 [removed: employed by Ball] to protect the company from cyber threats.

[removed: If a cybersecurity threat is at risk] [added: In the event] of [removed: materially affecting our company,] [added: a cyber incident,] our cross-functional response team will enact our [removed: escalation processes to] [added: incident response plan, and] notify appropriate levels of management, [removed: along with] [added: including] the executive leadership team, disclosure committee, and Board of Directors, as [removed: necessary.][added: appropriate.]

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

We continually refine our approach to address evolving cybersecurity regulations, identify potential and emerging security risks, and implement strategies to manage these risks.

Ball has developed an incident response plan that includes a cyber incident materiality assessment with appropriate leadership governance.

threat assessments, and consultation on cyber enhancements.

We are aware that there are potential cybersecurity risks associated with third-party service providers.

To date, we have not identified any cybersecurity incidents that have affected, or are reasonably likely to affect, our business, operations, or financial condition.

Our Board of Directors oversees our company’s cybersecurity and information technology strategies.

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

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

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.

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

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

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.

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.

Ball’s [added: corporate headquarters are located in Westminster, Colorado, U.S. Ball’s] manufacturing [removed: locations for significant packaging operations,] [added: locations,] which are owned or leased by the company, are set forth below.

| | ● | Dammam, Saudi Arabia (presented as held for sale as of December 31, 2024 on the consolidated balance sheet) |

_Personal & home care locations:_

| | ● | Ahmedabad, India (presented as held for sale as of December 31, 2024 on the consolidated balance sheet) |

| | ● | Llinars del Vallés, Spain |

| | ● | Lummen, Belgium |

| | ● | Rome, Georgia (presented as held for sale as of December 31, 2024 on the consolidated balance sheet) |

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

*​*

Ball’s corporate headquarters are located in Westminster, Colorado, U.S. and our aerospace segment management offices are located in Broomfield, Colorado, U.S. The operations of the aerospace segment occupy a variety of company-owned and leased facilities in Colorado, U.S., which comprise office, laboratory, research and development, engineering and test and manufacturing space.

Other aerospace operations carry on business in smaller company owned and leased facilities in other U.S. locations outside of Colorado.

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) |

| | ● | Rome, Georgia |

| | ● | Dammam, Saudi Arabia |

_Aerosol packaging locations:_

| | ● | Ahmedabad, India |

There were [removed: 6,675] [added: 8,354] common shareholders of record on February [removed: 15, 2024.][added: 18, 2025.]

The following table summarizes the company’s repurchases of its common stock during the fourth quarter of [removed: 2023.][added: 2024.]

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

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: 2023.][added: 2024.]

The graph assumes $100 was invested on December 31, [removed: 2018,] [added: 2019,] and that all dividends were reinvested.

[removed: ][added: ]

| ​ | ​ | [removed: 12/31/2018 | | ​ |] 12/31/2019 | | ​ | 12/31/2020 | | ​ | 12/31/2021 | | ​ | 12/31/2022 | | ​ | 12/31/2023 | | [added: ​ | 12/31/2024 | |]

| October 1 to October 31, 2024 | ​ | 1,893,489 | ​ | $ | 66.04 | ​ | 1,893,489 | ​ | 27,117,752 |

| November 1 to November 30, 2024 | ​ | 3,865,124 | ​ | ​ | 61.50 | ​ | 3,865,124 | ​ | 23,252,628 |

| December 1 to December 31, 2024 | ​ | 4,972,167 | ​ | ​ | 58.32 | ​ | 4,972,167 | ​ | 18,280,461 |

| Total | ​ | 10,730,780 | ​ | ​ | ​ | ​ | 10,730,780 | ​ | ​ |

| _(b)_ | _On April 24, 2024, Ball’s Board of Directors approved the repurchase by the company of up to a total of 40 million shares of its common stock. This repurchase authorization replaced all previous authorizations. On January 29, 2025, the Board of Directors approved the repurchase by the company of up to a total of $4.00 billion in shares of its common stock. This repurchase authorization replaced the April 24, 2024, authorization._ |

| BALL | ​ | $ | 100.00 | ​ | $ | 145.19 | ​ | $ | 151.18 | ​ | $ | 81.29 | ​ | $ | 92.79 | ​ | $ | 90.04 |

| S&P 500 | ​ | ​ | 100.00 | ​ | ​ | 118.40 | ​ | ​ | 152.39 | ​ | ​ | 124.79 | ​ | ​ | 157.59 | ​ | ​ | 197.02 |

| DJ US Containers & Packaging | ​ | ​ | 100.00 | ​ | ​ | 121.14 | ​ | ​ | 134.41 | ​ | ​ | 110.49 | ​ | ​ | 118.91 | ​ | ​ | 136.67 |

Source: Bloomberg

| 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 |

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

| _(b)_ | _The company has an ongoing repurchase program for which 50 million shares were authorized for repurchase by Ball’s Board of Directors._ |

| 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

[removed: Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited the accompanying consolidated balance sheets of Ball Corporation and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the COSO.

[removed: Basis] [added: Basis] for [removed: Opinions][added: Opinions]

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are [added: recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of]

[removed: recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of] management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

[removed: Critical] [added: Critical] Audit [removed: Matters][added: Matters]

[removed: February 20, 2024][added: 2024]

| ($ in millions, except per share amounts) | ​ | [removed: 2023] [added: 2024] | | ​ | [removed: 2022] [added: 2023] | | ​ | [removed: 2021] [added: 2022] | |

| Cost of sales (excluding depreciation and amortization) | ​ | ​ | [removed: (11,359)] [added: (9,354)] | ​ | ​ | [removed: (12,766)] [added: (9,754)] | ​ | ​ | [removed: (11,085)] [added: (11,122)] |

| Depreciation and amortization | ​ | ​ | [removed: (686)] [added: 620] | ​ | ​ | [removed: (672)] [added: 686] | ​ | ​ | [removed: (700)] [added: 672] |

| Selling, general and administrative | ​ | ​ | [removed: (558)] [added: (11)] | ​ | ​ | [removed: (626)] [added: (62)] | ​ | ​ | [removed: (593)] [added: (85)] |

| Business consolidation and other activities | ​ | ​ | [removed: (153)] [added: (420)] | ​ | ​ | [removed: (71)] [added: (133)] | ​ | ​ | [removed: (142)] [added: (71)] |

| Interest expense | ​ | ​ | [removed: (459)] [added: —] | ​ | ​ | [removed: (312)] [added: 1] | ​ | ​ | [removed: (270)] [added: 1] |

| Debt refinancing and other costs | ​ | ​ | [removed: —] [added: (3)] | ​ | ​ | [removed: (18)] [added: —] | ​ | ​ | [removed: (13)] [added: (18)] |

| Tax (provision) benefit | ​ | ​ | [removed: (123)] [added: ​] | [added: (57) |] ​ | ​ | [removed: (159)] [added: 97] | ​ | ​ | [removed: (156)] [added: 58] |

| Equity in results of affiliates, net of tax | ​ | ​ | [removed: 20] [added: 28] | ​ | ​ | [removed: 7] [added: 20] | ​ | ​ | [removed: 26] [added: 7] |

| Net earnings | ​ | ​ | [removed: 711] [added: 4,014] | ​ | ​ | [removed: 732] [added: 711] | ​ | ​ | [removed: 878] [added: 732] |

| Net earnings attributable to noncontrolling interests | ​ | ​ | [removed: 4] [added: 6] | ​ | ​ | [removed: 13] [added: 4] | ​ | ​ | [removed: —] [added: 13] |

| Net earnings attributable to Ball Corporation | ​ | $ | [removed: 707] [added: 4,008] | ​ | $ | [removed: 719] [added: 707] | ​ | $ | [removed: 878] [added: 719] |

| [removed: Basic] [added: Per basic share] | ​ | $ | [removed: 2.25] [added: 13.12] | ​ | $ | [removed: 2.27] [added: 2.25] | ​ | $ | [removed: 2.69] [added: 2.27] |

| [removed: Diluted] [added: Per diluted share] | ​ | $ | [removed: 2.23] [added: 13.00] | ​ | $ | [removed: 2.25] [added: 2.23] | ​ | $ | [removed: 2.65] [added: 2.25] |

| Basic | ​ | ​ | [removed: 314,775] [added: 305,459] | ​ | ​ | [removed: 316,433] [added: 314,775] | ​ | ​ | [removed: 325,989] [added: 316,433] |

| Diluted | ​ | ​ | [removed: 317,022] [added: 308,206] | ​ | ​ | [removed: 320,008] [added: 317,022] | ​ | ​ | [removed: 331,615] [added: 320,008] |

| ($ in millions) | [added: |] ​ | [removed: 2023] [added: 2024] | | ​ | [removed: 2022] [added: 2023] | | ​ | [removed: 2021] [added: 2022] | |

| Net earnings | ​ | [added: ​ |] $ | [removed: 711] [added: 4,014] | ​ | $ | [removed: 732] [added: 711] | ​ | $ | [removed: 878] [added: 732] |

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

| Currency translation adjustment | ​ | ​ | [removed: 55] [added: ​] | [added: (232) |] ​ | ​ | [removed: 99] [added: 55] | ​ | ​ | [removed: 19] [added: 99] |

| Pension and other postretirement benefits | ​ | ​ | [removed: (414)] [added: ​] | [added: 180 |] ​ | ​ | [removed: (73)] [added: (414)] | ​ | ​ | [removed: 392] [added: (73)] |

| Derivatives designated as hedges | ​ | ​ | [removed: 25] [added: ​] | [added: 22 |] ​ | ​ | [removed: (181)] [added: 25] | ​ | ​ | [removed: 70] [added: (181)] |

| Total other comprehensive earnings (loss) | ​ | ​ | [removed: (334)] [added: ​] | [added: (30) |] ​ | ​ | [removed: (155)] [added: (334)] | ​ | ​ | [removed: 481] [added: (155)] |

| [removed: Income tax] [added: Tax] (provision) benefit | ​ | ​ | [removed: 97] [added: (1,077)] | ​ | ​ | [removed: 58] [added: 23] | ​ | ​ | [removed: (109)] [added: (21)] |

| Total other comprehensive earnings (loss), net of tax | ​ | ​ | [removed: (237)] [added: ​] | [added: (87) |] ​ | ​ | [removed: (97)] [added: (237)] | ​ | ​ | [removed: 372] [added: (97)] |

| Total comprehensive earnings | ​ | ​ | [removed: 474] [added: ​] | [added: 3,927 |] ​ | ​ | [removed: 635] [added: 474] | ​ | ​ | [removed: 1,250] [added: 635] |

| Comprehensive earnings attributable to noncontrolling interests | ​ | ​ | [removed: 4] [added: ​] | [added: 6 |] ​ | ​ | [removed: 13] [added: 4] | ​ | ​ | [removed: —] [added: 13] |

| Comprehensive earnings attributable to Ball Corporation | ​ | [added: ​ |] $ | [removed: 470] [added: 3,921] | ​ | $ | [removed: 622] [added: 470] | ​ | $ | [removed: 1,250] [added: 622] |

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

_Revenue Recognition from Certain Product Revenue_

As described in Note 1 to the consolidated financial statements, the Company recognizes sales of packaging products when a customer obtains control of promised goods or services, which occurs either over time or at a point in time.

Generic products with an alternative use are recognized at a point in time.

The Company’s consolidated net sales were $11.80 billion for the year ended December 31, 2024, of which a majority relates to certain product revenue.

The principal consideration for our determination that performing procedures relating to revenue recognition from certain product revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition from certain product revenue.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recognition of certain product revenue at the transaction price once the Company satisfies a performance obligation.

These procedures also included, among others (i) testing a sample of revenue transactions by obtaining and inspecting source documents, such as customer contracts, invoices, proof of shipment, and payment receipts, and where sales incentives are applicable, support for the nature of the incentive, amount, and agreement with the customer and (ii) confirming a sample of outstanding customer invoice balances as of December 31, 2024 and, for confirmations not returned, obtaining and inspecting source documents, such as customer contracts, invoices, proof of shipment, and subsequent payment receipts.

February 20, 2025

| Net sales | ​ | $ | 11,795 | ​ | $ | 12,062 | ​ | $ | 13,372 |

| Depreciation and amortization | ​ | ​ | (611) | ​ | ​ | (605) | ​ | ​ | (594) |

| Selling, general and administrative | ​ | ​ | (647) | ​ | ​ | (532) | ​ | ​ | (555) |

| Interest income | ​ | ​ | 68 | ​ | ​ | 36 | ​ | ​ | 14 |

| Interest expense | ​ | ​ | (293) | ​ | ​ | (460) | ​ | ​ | (313) |

| Earnings before taxes | ​ | ​ | 535 | ​ | ​ | 614 | ​ | ​ | 713 |

| Tax (provision) benefit | ​ | ​ | (133) | ​ | ​ | (146) | ​ | ​ | (138) |

| Earnings from continuing operations | ​ | ​ | 430 | ​ | ​ | 488 | ​ | ​ | 582 |

| Discontinued operations, net of tax | ​ | ​ | 3,584 | ​ | ​ | 223 | ​ | ​ | 150 |

| Basic - continuing operations | ​ | $ | 1.39 | ​ | $ | 1.54 | ​ | $ | 1.80 |

| Basic - discontinued operations | ​ | ​ | 11.73 | ​ | ​ | 0.71 | ​ | ​ | 0.47 |

| Diluted - continuing operations | ​ | $ | 1.37 | ​ | $ | 1.53 | ​ | $ | 1.78 |

| Diluted - discontinued operations | ​ | ​ | 11.63 | ​ | ​ | 0.70 | ​ | ​ | 0.47 |

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

| ($ in millions) | | 2024 | | | 2023 | |

| Receivables, net | ​ | ​ | 2,166 | ​ | ​ | 2,057 |

| Inventories, net | ​ | ​ | 1,477 | ​ | ​ | 1,531 |

| Other current assets | ​ | ​ | 169 | ​ | ​ | 231 |

| Current assets held for sale | ​ | ​ | 144 | ​ | ​ | 369 |

| Property, plant and equipment, net | ​ | ​ | 6,173 | ​ | ​ | 6,715 |

| Goodwill | ​ | ​ | 4,172 | ​ | ​ | 4,250 |

| Other assets | ​ | ​ | 1,362 | ​ | ​ | 1,354 |

| Noncurrent assets held for sale | ​ | ​ | — | ​ | ​ | 853 |

| Accounts payable | ​ | ​ | 3,418 | ​ | ​ | 3,661 |

| Accrued employee costs | ​ | ​ | 303 | ​ | ​ | 245 |

| Other current liabilities | ​ | ​ | 725 | ​ | ​ | 779 |

| Current liabilities held for sale | ​ | ​ | 40 | ​ | ​ | 435 |

| Employee benefit obligations | ​ | ​ | 577 | ​ | ​ | 735 |

| Other liabilities | ​ | ​ | 368 | ​ | ​ | 384 |

| Noncurrent liabilities held for sale | ​ | ​ | — | ​ | ​ | 237 |

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

| Gain on Aerospace disposal | ​ | ​ | (4,634) | ​ | ​ | 20 | ​ | ​ | — |

_Revenue Recognition - Estimated Costs at Completion for Aerospace Fixed-Price Contracts_

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, 2023, including sales under fixed-price long-term contracts, which are primarily recognized using percentage-of-completion accounting under the cost-to-cost method.

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

Throughout the period of contract performance, management regularly evaluates and, if necessary, revises its estimates of total contract revenue, total contract cost, and extent of progress toward completion.

The principal considerations for our determination that performing procedures relating to revenue recognition - estimated costs at completion for aerospace fixed-price contracts is a critical audit matter are the significant judgment by management when determining the estimated costs at completion for such contracts.

This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating the related audit evidence over management’s assumptions of estimated costs at completion for aerospace fixed-price contracts related to the availability and cost volatility of materials, subcontractor and vendor performance, and schedule and performance delays.

These procedures included testing the effectiveness of controls relating to the accuracy of estimated costs at completion for aerospace fixed-price contracts.

These procedures also included, among others, evaluating and testing management’s process for determining the estimated costs at completion for a sample of aerospace fixed-price contracts, including assessing the reasonableness of the significant assumptions related to each contract.

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

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

| Net sales | ​ | $ | 14,029 | ​ | $ | 15,349 | ​ | $ | 13,811 |

| Costs and expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | (12,756) | ​ | ​ | (14,135) | ​ | ​ | (12,520) |

| Earnings before interest and taxes | ​ | ​ | 1,273 | ​ | ​ | 1,214 | ​ | ​ | 1,291 |

| Total interest expense | ​ | ​ | (459) | ​ | ​ | (330) | ​ | ​ | (283) |

| Earnings before taxes | ​ | ​ | 814 | ​ | ​ | 884 | ​ | ​ | 1,008 |

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

| Inventories, net | ​ | ​ | 1,559 | ​ | ​ | 2,179 |

| Goodwill | ​ | ​ | 4,290 | ​ | ​ | 4,235 |

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

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

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

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

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

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

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

| Balance at December 31, 2020 | ​ | 679,524 | ​ | $ | 1,167 | ​ | (351,939) | ​ | $ | (3,130) | ​ | $ | 6,192 | ​ | $ | (954) | ​ | $ | 62 | ​ | $ | 3,337 | ​ |

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

| Common dividends, net of tax benefits | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | (253) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (253) | ​ |

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

At contract inception, the company assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer goods or services to the customer.

The performance obligation may be represented by a good or service (or a series of goods or services) that is distinct, or by a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer.

In each of these scenarios, the company treats the promise to transfer the customer goods or services as a single performance obligation.

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

To identify its performance obligations, the company considers all of the goods or services promised in the contract, regardless of whether they are explicitly stated or are implied by customary business practices.

The company has determined that the following distinct goods and services represent separate performance obligations:

| | ● | Manufacture and delivery of distinct spacecraft and/or hardware components; |

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

| | ● | Research reports, for contracts where such reports are the sole or primary deliverable; |

| | ● | Design, add-on or special studies for contracts where such studies have stand-alone value or a material right exists due to discounted pricing; and |

As of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

_Rule 10b5-1 Trading Plan_

During the three months ended December 31, 2024, none of the Company’s directors or Section 16 officers adopted or terminated any “Rule 10b5-1 trading arrangements” or any “non-Rule 10b5-1 trading arrangements” (as such terms are defined in Item 408 of Regulation S-K).

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

The executive officers of the company as of February 20, [removed: 2024,] [added: 2025,] were as follows:

Carey, [removed: 45,] [added: 46,] Vice President and [removed: Controller] [added: Global Head of Controllership] since [removed: November 2017;] [added: June 2024; Vice President and Controller from 2017 to 2024;] Assistant Controller from 2014 to November 2017.

Causey, [removed: 46,] [added: 47,] Senior Vice President and Chief Growth Officer since January 2024; President, Beverage Packaging EMEA from 2021 to 2024; Vice President, Integrated Business Planning from 2020 to 2021; various other positions within the company, 2014 to 2020.

Fisher, [removed: 51,] [added: 52,] Chairman and Chief Executive Officer since April 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: 58,] [added: 59,] Vice President and [removed: Treasurer] [added: Global Head of Treasury] since [removed: September 2022;] [added: June 2024; Vice President and Treasurer from 2022 to 2024;] Assistant Treasurer from 2016 to September 2022.

Lewis, [removed: 57,] [added: 58,] Senior Vice President, Chief Supply Chain and Operations Officer since January 2024; Senior Vice President, Ball Corporation, and Chief Operating Officer, Global Beverage Packaging, from 2021 to 2024; President, Beverage Packaging EMEA from 2019 to 2021; Chief Supply Chain Officer, Coca-Cola European Partners plc, 2016 to 2019.

Hannah Lim-Johnson, [removed: 52,] [added: 53,] 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.

Pitre, [removed: 47,] [added: 48,] 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.

Stacey Valy Panayiotou, [removed: 51,] [added: 52,] Senior Vice President and Chief Human Resources Officer since November 2021; Executive Vice President of Human Resources, Graphic Packaging International from 2019 to 2021; Senior Vice President, Global Talent and Development, The Coca-Cola Company, 2013 to 2019.

Villatoro, [removed: 47,] [added: 48,] 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.

Yu, [removed: 52,] [added: 53,] Executive Vice President and Chief Financial Officer since September 2023; Senior Vice President and Chief Financial Officer, Envista Holdings Corporation, 2019 to 2023.

Other information required by Item 10 appearing under the captions “Director Nominees and Continuing Directors” and “Beneficial Ownership,” of the company’s proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2023,] [added: 2024,] is incorporated herein by reference.

_Insider Trading Policy_

The Company has adopted an insider trading policy governing the purchase, sale and/or other dispositions of its securities by its directors, officers and employees that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and the NYSE listing standards.

The foregoing summary of the Company’s insider trading policy does not purport to be complete and is qualified in its entirety by reference to the full text thereof attached hereto as Exhibit 10.22.

_Executive Officers_

Mandy Glew, 53, Senior Vice President and President, EMEA since April 2024; Vice President, Commercial, Beverage Packaging EMEA from 2020 to 2024.

The information required by Item 11 appearing under the caption “Executive [removed: Compensation”] [added: Compensation,”] in the company’s proxy statement, to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2023,] [added: 2024,] 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 [removed: statement] [added: statement,] to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2023,] [added: 2024,] is incorporated herein by reference.

| Equity compensation plans approved by security holders | ​ | 8,912,604 | ​ | $ | 56.87 | ​ | 10,254,726 |

| Total | ​ | 8,912,604 | ​ | $ | 56.87 | ​ | 10,254,726 |

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

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

The information required by Item 13 appearing under the caption “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: 2023,] [added: 2024,] is incorporated herein by reference.

The information required by Item 14 appearing under the caption “Ratification of the Appointment of Independent Auditor,” in the company’s proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2023,] [added: 2024,] is incorporated herein by reference.

[Consolidated statements of earnings — Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ConsolidatedStatementofEarnings)][added: 2022](#ConsolidatedStatementofEarnings)]

[Consolidated statements of comprehensive earnings (loss) — Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ComprehensiveEarningsLoss_91149)][added: 2022](#ComprehensiveEarningsLoss_91149)]

[Consolidated balance sheets — December 31, [removed: 2023] [added: 2024] and [removed: 2022](#BalanceSheets_38407)][added: 2023](#BalanceSheets_38407)]

[Consolidated statements of cash flows — Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#CashFlows_398598)][added: 2022](#CashFlows_398598)]

[Consolidated statements of shareholders’ equity — Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ShareholdersEquity_370455)][added: 2022](#ShareholdersEquity_370455)]

| 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. [removed: (Filed with.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex2d1.htm)] [added: (filed by incorporation by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024) filed October 31, 2024.](https://www.sec.gov/Archives/edgar/data/9389/000155837024014033/ball-20240930xex2d1.htm)] ​ |

| 3.ii | ​ | [Bylaws of Ball Corporation as amended [removed: January 25, 2023.] [added: October 23, 2024.] (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex3dii.htm) ​] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex3dii.htm)] |

| 4.1(b) | ​ | [removed: [Seventh] [added: [Tenth] Supplemental Indenture, dated as of [removed: March 9, 2012,] [added: June 25, 2015,] among Ball Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (filed by incorporation by reference to [added: Exhibit 4.2 of] the Current Report on Form 8-K dated [removed: March 8, 2012)] [added: June 22, 2015)] filed [removed: March 9, 2012.](http://www.sec.gov/Archives/edgar/data/9389/000110465912017147/a12-6873_1ex4d3.htm)] [added: June 25, 2015.](http://www.sec.gov/Archives/edgar/data/9389/000110465915047681/a15-13860_6ex4d2.htm)] |

| [removed: 4.1(c)] [added: 4.1(f)] | ​ | [removed: [Eighth] [added: [Sixteenth] Supplemental [removed: Indenture] [added: Indenture,] dated as of May [removed: 16, 2013,] [added: 11, 2023,] among Ball Corporation, the guarantors named therein and [removed: The Bank of New York Mellon Trust Company, N.A. (formerly known as The] [added: Deutsche] Bank [removed: of New York] Trust [removed: Company, N.A.)] [added: Company Americas] (filed by incorporation by reference to Exhibit 4.2 of the Current Report on Form 8-K dated May [removed: 16, 2013)] [added: 8, 2023)] filed May [removed: 17, 2013.](http://www.sec.gov/Archives/edgar/data/9389/000110465913042786/a13-12735_1ex4d2.htm)] [added: 11, 2023.](https://www.sec.gov/Archives/edgar/data/9389/000110465923059166/tm2315355d1_ex4-2.htm)] |

| 4.1(d) | ​ | [Tenth Supplemental Indenture, dated as of [removed: June 25, 2015,] [added: March 9, 2018,] among Ball Corporation, the guarantors named therein and [removed: The Bank of New York Mellon Trust Company, N.A. (formerly known as The] [added: Deutsche] Bank [removed: of New York] Trust [removed: Company, N.A.)] [added: Company Americas] (filed by incorporation by reference to Exhibit 4.2 of the Current Report on Form 8-K dated [removed: June 22, 2015)] [added: March 9, 2018)] filed [removed: June 25, 2015.](http://www.sec.gov/Archives/edgar/data/9389/000110465915047681/a15-13860_6ex4d2.htm)] [added: March 9, 2018.](https://www.sec.gov/Archives/edgar/data/9389/000110465918016359/a18-7349_5ex4d2.htm)] |

| [removed: 4.1(e)] [added: 4.1(c)] | ​ | [Indenture, dated as of November 27, 2015, by and between Ball Corporation and Deutsche Bank Trust Company Americas (filed by incorporation by reference to Exhibit 4.7 of the Registration Statement on Form S-3 dated November 27, 2015) filed November 27, 2015.](http://www.sec.gov/Archives/edgar/data/9389/000104746915008974/a2226733zex-4_7.htm) |

| 4.1(f) | ​ | [removed: [First] [added: [Thirteenth] Supplemental Indenture, dated as of [removed: December 14, 2015,] [added: August 13, 2020,] among Ball Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (filed by incorporation by reference to Exhibit 4.2 of the Current Report on Form 8-K dated [removed: December 14, 2015)] [added: August 13, 2020)] filed [removed: December 16, 2015.](http://www.sec.gov/Archives/edgar/data/9389/000110465915085193/a15-24007_9ex4d2.htm)] [added: August 13, 2020.](https://www.sec.gov/Archives/edgar/data/9389/000110465920094677/tm2027447d1_ex4-2.htm)] |

| [removed: 4.1(g)] [added: 4.1(e)] | ​ | [removed: [Second] [added: [Twelfth] Supplemental Indenture, dated as of [removed: December 14, 2015,] [added: November 18, 2019,] among Ball Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (filed by incorporation by reference to Exhibit [removed: 4.4] [added: 4.3] of the Current Report on Form 8-K dated [removed: December 14, 2015)] [added: November 13, 2019)] filed [removed: December 16, 2015.](http://www.sec.gov/Archives/edgar/data/9389/000110465915085193/a15-24007_9ex4d4.htm)] [added: November 18, 2019.](https://www.sec.gov/Archives/edgar/data/9389/000110465919065002/tm1922286d4_ex4-3.htm)] |

| [removed: 4.1(h)] [added: 4.1(f)] | ​ | [removed: [Third] [added: [Fourteenth] Supplemental Indenture, dated as of [removed: December] [added: September] 14, [removed: 2015,] [added: 2021,] among Ball Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (filed by incorporation by reference to Exhibit [removed: 4.6] [added: 4.2] of the Current Report on Form 8-K dated [removed: December 14, 2015)] [added: September 9, 2021)] filed [removed: December 16, 2015.](http://www.sec.gov/Archives/edgar/data/9389/000110465915085193/a15-24007_9ex4d6.htm)] [added: September 14, 2021.](https://www.sec.gov/Archives/edgar/data/9389/000110465921115513/tm2126945d5_ex4-2.htm)] |

| 4.2(d) | ​ | [Description of Ball Corporation’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 [removed: (Filed herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex4d2d.htm)] [added: (filed by incorporation by reference to the Annual Report on Form 10-K for the year ended December 31, 2023) filed February 20, 2024.](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex4d2d.htm)] |

| 14 | ​ | [Ball Corporation Executive Officers and Board of Directors Business Ethics Statement, revised July 27, 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) [removed: ​] |

| 21 | ​ | [List of Subsidiaries of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex21.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex21.htm)] |

| 22 | ​ | [Obligor group subsidiaries of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex22.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex22.htm)] |

| 23 | ​ | [Consent of Independent Registered Public Accounting Firm. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex23.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex23.htm)] |

| 24 | ​ | [Limited Power of Attorney. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex24.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex24.htm)] |

| 31.1 | ​ | [Certifications pursuant to Rule 13a-14(a) or Rule 15d-14(a), by Daniel W. Fisher, Chairman and Chief Executive Officer of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex31d1.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex31d1.htm)] |

| 31.2 | ​ | [Certifications pursuant to Rule 13a-14(a) or Rule 15d-14(a), by Howard H. Yu, Executive Vice President and Chief Financial Officer of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex31d2.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex31d2.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, Chairman and Chief Executive Officer of Ball Corporation. (Furnished [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex32d1.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex32d1.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 Howard H. Yu, Executive Vice President and Chief Financial Officer of Ball Corporation. (Furnished [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex32d2.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex32d2.htm)] |

| 97 | ​ | [Ball Corporation’s Incentive Compensation Recoupment [removed: Policy. (Filed herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex97.htm)] [added: Policy (filed by incorporation by reference to Exhibit 97 to the Annual Report on Form 10-K for the year ended December 31, 2023), filed February 20, 2024.](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex97.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/9389/000155837024001349/ball-20231231xex99.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex99.htm)] |

| 104 | ​ | The following financial information from Ball Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] 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.) |

| 4.1(f) | ​ | [Fifteenth Supplemental Indenture, dated as of November 25, 2022, among Ball Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (filed by incorporation by reference to Exhibit 4.2 of the Current Report on Form 8-K dated November 25, 2022) filed November 25, 2022.](https://www.sec.gov/Archives/edgar/data/9389/000110465922122126/tm2231241d1_ex4-2.htm) |

| 19 | ​ | [Insider Trading Policies and Procedures of Ball Corporation. (Filed herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex19.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) ​ |

| 18.1 | ​ | [Letter re: Change in Accounting Principles regarding change in pension plan valuation measurement date (filed by incorporation by reference to the Annual Report on Form 10-K for the year ended December 31, 2002) filed March 27, 2003.](http://www.sec.gov/Archives/edgar/data/9389/000000938903000044/ex18-2_f10k2002.htm) |

| 18.2 | ​ | [Letter re: Change in Accounting Principles regarding the change in accounting for certain inventories (filed by incorporation by reference to the Annual Report on Form 10-K for the year ended December 31, 2006) filed February 22, 2007.](http://www.sec.gov/Archives/edgar/data/9389/000000938907000049/ex18-2.htm) |

| 18.3 | ​ | [Letter re: Change in Accounting Principles regarding the change in testing date for potential impairment of goodwill (filed by incorporation by reference to the Annual Report on Form 10-K for the year ended December 31, 2009) filed February 25, 2010](http://www.sec.gov/Archives/edgar/data/9389/000000938910000007/ex18_3.htm). |

| ​ | Daniel W. Fisher | ​ | ​ | February 20, [removed: 2024] [added: 2025] |

| ​ | Howard H. Yu | ​ | ​ | February 20, [removed: 2024] [added: 2025] |

| ​ | /s/ Nate C. Carey | ​ | ​ | Vice [removed: President and Controller] [added: President, Global Head of Controllership] |

| ​ | Nate C. Carey | ​ | ​ | February 20, [removed: 2024] [added: 2025] |

| ​ | John Bryant | ​ | ​ | February 20, [removed: 2024] [added: 2025] |

| ​ | Michael J. Cave | ​ | ​ | February 20, [removed: 2024] [added: 2025] |

| ​ | Dune Ives | ​ | ​ | February 20, [removed: 2024] [added: 2025] |

| ​ | Pedro H. Mariani | ​ | ​ | February 20, [removed: 2024] [added: 2025] |

| ​ | Cynthia A. Niekamp | ​ | ​ | February 20, [removed: 2024] [added: 2025] |

| ​ | Todd Penegor | ​ | ​ | February 20, [removed: 2024] [added: 2025] |

| ​ | Cathy D. Ross | ​ | ​ | February 20, [removed: 2024] [added: 2025] |

| ​ | Betty Sapp | ​ | ​ | February 20, [removed: 2024] [added: 2025] |

| ​ | Stuart A. Taylor II | ​ | ​ | February 20, [removed: 2024] [added: 2025] |

| ​ | ​ | February 20, 2025 |

| ​ | /s/ Aaron Erter | * | ​ | Director |

| ​ | Aaron Erter | ​ | ​ | February 20, 2025 |

| ​ | Daniel W. Fisher | ​ | ​ | February 20, 2025 |

| ​ | ​ | February 20, 2025 |

| ​ | ​ | February 20, 2024 |

| ​ | /s/ Georgia R. Nelson | * | ​ | Director |

| ​ | Georgia R. Nelson | ​ | ​ | February 20, 2024 |