Item 8. Financial Statements and Supplementary Data

​

Report of Independent Registered Public Accounting Firm

​

To the Board of Directors and Shareholders of Ball Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Ball Corporation and its subsidiaries (the "Company") as of December 31, 2025 and 2024, 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, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 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, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

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

management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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. Performance obligations for products with no alternative use are recognized over time when the Company has manufactured a unique item and has an enforceable right to payment. Generic products with an alternative use are recognized at a point in time. For all contracts, the transaction price is determined upon establishment of the contract that contains the final terms of the sale, including the description, quantity, and price of each product or service purchased. The Company’s consolidated net sales were $13.16 billion for the year ended December 31, 2025, 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.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. 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, 2025 and, for confirmations not returned, obtaining and inspecting source documents, such as customer contracts, invoices, proof of shipment, and subsequent payment receipts.

/s/ PricewaterhouseCoopers LLP

Denver, Colorado

February 19, 2026

We have served as the Company’s auditor since at least 1962. We have not been able to determine the specific year we began serving as auditor of the Company.

​

Consolidated Statements of Earnings

Ball Corporation

​

​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,
($ in millions, except per share amounts)	​	2025		​	2024		​	2023
​	​	​	​	​	​	​	​	​	​
Net sales	​	$	13,161	​	$	11,795	​	$	12,062
​	​	​	​	​	​	​	​	​	​
Cost of sales (excluding depreciation and amortization)	​	​	(10,583)	​	​	(9,354)	​	​	(9,754)
Depreciation and amortization	​	​	(622)	​	​	(611)	​	​	(605)
Selling, general and administrative	​	​	(566)	​	​	(647)	​	​	(532)
Business consolidation and other activities	​	​	41	​	​	(420)	​	​	(133)
Interest income	​	​	30	​	​	68	​	​	36
Interest expense	​	​	(314)	​	​	(293)	​	​	(460)
Debt refinancing and other costs	​	​	(19)	​	​	(3)	​	​	—
​	​	​	​	​	​	​	​	​	​
Earnings before taxes	​	​	1,128	​	​	535	​	​	614
Tax (provision) benefit	​	​	(240)	​	​	(133)	​	​	(146)
Equity in results of affiliates, net of tax	​	​	27	​	​	28	​	​	20
Earnings from continuing operations	​	​	915	​	​	430	​	​	488
Discontinued operations, net of tax	​	​	—	​	​	3,584	​	​	223
Net earnings	​	​	915	​	​	4,014	​	​	711
Net earnings attributable to noncontrolling interests	​	​	3	​	​	6	​	​	4
Net earnings attributable to Ball Corporation	​	$	912	​	$	4,008	​	$	707
​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​
Earnings per share:	​	​	​	​	​	​	​	​	​
Basic - continuing operations	​	$	3.33	​	$	1.39	​	$	1.54
Basic - discontinued operations	​	​	-	​	​	11.73	​	​	0.71
Total basic earnings per share	​	$	3.33	​	$	13.12	​	$	2.25
​	​	​	​	​	​	​	​	​	​
Diluted - continuing operations	​	$	3.30	​	$	1.37	​	$	1.53
Diluted - discontinued operations	​	​	—	​	​	11.63	​	​	0.70
Total diluted earnings per share	​	$	3.30	​	$	13.00	​	$	2.23
​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​
Weighted average shares outstanding: (000s)	​	​	​	​	​	​	​	​	​
Basic	​	​	274,263	​	​	305,459	​	​	314,775
Diluted	​	​	275,972	​	​	308,206	​	​	317,022

​

The accompanying notes are an integral part of the consolidated financial statements.

​

Consolidated Statements of Comprehensive Earnings (Loss)

Ball Corporation

​

​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,
($ in millions)	​	2025		​	2024		​	2023
​	​	​	​	​	​	​	​	​	​
Net earnings	​	$	915	​	$	4,014	​	$	711
​	​	​	​	​	​	​	​	​	​
Other comprehensive earnings (loss):	​	​	​	​	​	​	​	​	​
Currency translation adjustment	​	​	134	​	​	(232)	​	​	55
Pension and other postretirement benefits	​	​	(19)	​	​	180	​	​	(414)
Derivatives designated as hedges	​	​	18	​	​	22	​	​	25
Total other comprehensive earnings (loss)	​	​	133	​	​	(30)	​	​	(334)
Tax (provision) benefit	​	​	1	​	​	(57)	​	​	97
Total other comprehensive earnings (loss), net of tax	​	​	134	​	​	(87)	​	​	(237)
​	​	​	​	​	​	​	​	​	​
Total comprehensive earnings	​	​	1,049	​	​	3,927	​	​	474
Comprehensive earnings attributable to noncontrolling interests	​	​	3	​	​	6	​	​	4
Comprehensive earnings attributable to Ball Corporation	​	$	1,046	​	$	3,921	​	$	470

​

The accompanying notes are an integral part of the consolidated financial statements.

​

Consolidated Balance Sheets

Ball Corporation

​

​	​	​	​	​	​	​
​	​	December 31,
($ in millions)	​ ​ ​	2025		​ ​ ​	2024
​	​	​	​	​	​	​
Assets	​	​	​	​	​	​
Current assets	​	​	​	​	​	​
Cash and cash equivalents	​	$	1,212	​	$	885
Receivables, net	​	​	2,606	​	​	2,166
Inventories, net	​	​	2,013	​	​	1,477
Other current assets	​	​	265	​	​	169
Current assets held for sale	​	​	17	​	​	144
Total current assets	​	​	6,113	​	​	4,841
Noncurrent assets	​	​	​	​	​	​
Property, plant and equipment, net	​	​	6,656	​	​	6,173
Goodwill	​	​	4,379	​	​	4,172
Intangible assets, net	​	​	982	​	​	1,080
Other assets	​	​	1,394	​	​	1,362
Total assets	​	$	19,524	​	$	17,628
​	​	​	​	​	​	​
Liabilities and Equity	​	​	​	​	​	​
Current liabilities	​	​	​	​	​	​
Short-term debt and current portion of long-term debt	​	$	21	​	$	361
Accounts payable	​	​	4,452	​	​	3,418
Accrued employee costs	​	​	303	​	​	303
Other current liabilities	​	​	711	​	​	725
Current liabilities held for sale	​	​	—	​	​	40
Total current liabilities	​	​	5,487	​	​	4,847
Noncurrent liabilities	​	​	​	​	​	​
Long-term debt	​	​	6,991	​	​	5,312
Employee benefit obligations	​	​	499	​	​	577
Deferred taxes	​	​	655	​	​	594
Other liabilities	​	​	471	​	​	368
Total liabilities	​	​	14,103	​	​	11,698
​	​	​	​	​	​	​
Equity	​	​	​	​	​	​
Common stock (685,107,438 shares issued - 2025; 684,168,252 shares issued - 2024)	​	​	1,422	​	​	1,395
Retained earnings	​	​	12,219	​	​	11,527
Accumulated other comprehensive earnings (loss)	​	​	(869)	​	​	(1,003)
Treasury stock, at cost (419,733,252 shares - 2025; 394,790,362 shares - 2024)	​	​	(7,351)	​	​	(6,057)
Total Ball Corporation shareholders' equity	​	​	5,421	​	​	5,862
Noncontrolling interests	​	​	—	​	​	68
Total equity	​	​	5,421	​	​	5,930
Total liabilities and equity	​	$	19,524	​	$	17,628

​

The accompanying notes are an integral part of the consolidated financial statements.

​

Consolidated Statements of Cash Flows

Ball Corporation

​

​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,
($ in millions)	​	2025		​	2024		​	2023
​	​	​	​	​	​	​	​	​	​
Cash Flows from Operating Activities	​	​	​	​	​	​	​	​	​
Net earnings	​	$	915	​	$	4,014	​	$	711
Adjustments to reconcile net earnings to cash provided by (used in) operating activities:	​	​	​	​	​	​	​	​	​
Depreciation and amortization	​	​	622	​	​	620	​	​	686
Business consolidation and other activities	​	​	(41)	​	​	420	​	​	133
Deferred tax provision (benefit)	​	​	60	​	​	143	​	​	(67)
Gain on Aerospace disposal	​	​	3	​	​	(4,634)	​	​	20
Pension contributions	​	​	(43)	​	​	(32)	​	​	(42)
Other, net	​	​	(123)	​	​	135	​	​	62
Working capital changes, excluding effects of acquisitions and dispositions:	​	​	​	​	​	​	​	​	​
Receivables	​	​	(317)	​	​	(325)	​	​	238
Inventories	​	​	(453)	​	​	(25)	​	​	626
Other current assets	​	​	48	​	​	(109)	​	​	(25)
Accounts payable	​	​	730	​	​	(91)	​	​	(510)
Accrued employee costs	​	​	(14)	​	​	47	​	​	93
Other current liabilities	​	​	(39)	​	​	(201)	​	​	(71)
Other, net	​	​	(86)	​	​	153	​	​	9
Cash provided by (used in) operating activities	​	​	1,262	​	​	115	​	​	1,863
Cash Flows from Investing Activities	​	​	​	​	​	​	​	​	​
Capital expenditures	​	​	(474)	​	​	(484)	​	​	(1,045)
Business acquisitions, net of cash acquired	​	​	(159)	​	​	(74)	​	​	—
Business dispositions, net of cash sold	​	​	32	​	​	5,422	​	​	—
Derivative settlements	​	​	(99)	​	​	138	​	​	12
Other, net	​	​	44	​	​	1	​	​	(20)
Cash provided by (used in) investing activities	​	​	(656)	​	​	5,003	​	​	(1,053)
Cash Flows from Financing Activities	​	​	​	​	​	​	​	​	​
Long-term borrowings	​	​	6,683	​	​	650	​	​	2,051
Repayments of long-term borrowings	​	​	(5,297)	​	​	(3,480)	​	​	(2,281)
Net change in short-term borrowings	​	​	(158)	​	​	(29)	​	​	(210)
Acquisitions of treasury stock	​	​	(1,321)	​	​	(1,712)	​	​	(3)
Common stock dividends	​	​	(220)	​	​	(244)	​	​	(252)
Other, net	​	​	(31)	​	​	25	​	​	33
Cash provided by (used in) financing activities	​	​	(344)	​	​	(4,790)	​	​	(662)
​	​	​	​	​	​	​	​	​	​
Effect of exchange rate changes on cash	​	​	28	​	​	(107)	​	​	4
​	​	​	​	​	​	​	​	​	​
Change in cash, cash equivalents and restricted cash	​	​	290	​	​	221	​	​	152
Cash, cash equivalents and restricted cash – beginning of year	​	​	931	​	​	710	​	​	558
Cash, cash equivalents and restricted cash – end of year (a)	​	$	1,221	​	$	931	​	$	710

​

(a)	_Includes $_32 million of cash presented in current assets held for sale on the consolidated balance sheet as of December 31, 2024.

​

The accompanying notes are an integral part of the consolidated financial statements.

​

​

​

Consolidated Statements of Shareholders’ Equity

Ball Corporation

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Ball Corporation and Subsidiaries															​	​	​	​	​	​
​	​	Common Stock				​	Treasury Stock				​	​	​	​	Accumulated Other		​	​	​	​	​
​	​	Number of	​	​		​	Number of	​	​		​	Retained		​	Comprehensive		​	Noncontrolling		​	Total
($ in millions; share amounts in thousands)	​ ​ ​	Shares	​ ​ ​	Amount		​ ​ ​	Shares	​ ​ ​	Amount		​ ​ ​	Earnings		​ ​ ​	Earnings (Loss)		​ ​ ​	Interest		​ ​ ​	Equity
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at December 31, 2022	​	682,144	​	​	1,260	​	(368,036)	​	​	(4,429)	​	​	7,309	​	​	(679)	​	​	66	​	​	3,527
Net earnings	​	—	​	​	—	​	—	​	​	—	​	​	707	​	​	—	​	​	4	​	​	711
Other comprehensive earnings (loss), net of tax	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	(237)	​	​	—	​	​	(237)
Common dividends, net of tax benefits	​	—	​	​	—	​	—	​	​	—	​	​	(252)	​	​	—	​	​	—	​	​	(252)
Treasury stock purchases	​	—	​	​	—	​	(60)	​	​	(3)	​	​	—	​	​	—	​	​	—	​	​	(3)
Treasury shares reissued	​	—	​	​	—	​	545	​	​	29	​	​	—	​	​	—	​	​	—	​	​	29
Shares issued and stock-based compensation, net of shares exchanged	​	1,097	​	​	52	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	52
Dividends paid to noncontrolling interest	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	—	​	​	(2)	​	​	(2)
Other activity	​	—	​	​	—	​	—	​	​	13	​	​	(1)	​	​	—	​	​	—	​	​	12
Balance at December 31, 2023	​	683,241	​	​	1,312	​	(367,551)	​	​	(4,390)	​	​	7,763	​	​	(916)	​	​	68	​	​	3,837
Net earnings	​	—	​	​	—	​	—	​	​	—	​	​	4,008	​	​	—	​	​	6	​	​	4,014
Other comprehensive earnings (loss), net of tax	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	(87)	​	​	—	​	​	(87)
Common dividends	​	—	​	​	—	​	—	​	​	—	​	​	(244)	​	​	—	​	​	—	​	​	(244)
Treasury stock purchases	​	—	​	​	—	​	(27,261)	​	​	(1,728)	​	​	—	​	​	—	​	​	—	​	​	(1,728)
Treasury shares reissued	​	—	​	​	—	​	22	​	​	16	​	​	—	​	​	—	​	​	—	​	​	16
Shares issued and stock-based compensation, net of shares exchanged	​	927	​	​	83	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	83
Dividends paid to noncontrolling interest	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	—	​	​	(6)	​	​	(6)
Other activity	​	—	​	​	—	​	—	​	​	45	​	​	—	​	​	—	​	​	—	​	​	45
Balance at December 31, 2024	​	684,168	​	​	1,395	​	(394,790)	​	​	(6,057)	​	​	11,527	​	​	(1,003)	​	​	68	​	​	5,930
Net earnings	​	—	​	​	—	​	—	​	​	—	​	​	912	​	​	—	​	​	3	​	​	915
Other comprehensive earnings (loss), net of tax	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	134	​	​	—	​	​	134
Common dividends	​	—	​	​	—	​	—	​	​	—	​	​	(220)	​	​	—	​	​	—	​	​	(220)
Treasury stock purchases	​	—	​	​	—	​	(25,152)	​	​	(1,317)	​	​	—	​	​	—	​	​	—	​	​	(1,317)
Treasury shares reissued	​	—	​	​	—	​	209	​	​	11	​	​	—	​	​	—	​	​	—	​	​	11
Shares issued and stock-based compensation, net of shares exchanged	​	939	​	​	27	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	27
Business dispositions	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	—	​	​	(65)	​	​	(65)
Distributions from deferred compensation plans and other activity	​	—	​	​	—	​	—	​	​	12	​	​	—	​	​	—	​	​	(6)	​	​	6
Balance at December 31, 2025	​	685,107	​	$	1,422	​	(419,733)	​	$	(7,351)	​	$	12,219	​	$	(869)	​	$	—	​	$	5,421

​

The accompanying notes are an integral part of the consolidated financial statements.

​

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

1. Significant Accounting Policies

​

The preparation of Ball Corporation’s (collectively, Ball, the company, we or our) consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires Ball’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. These estimates are based on historical experience and various assumptions believed to be reasonable under the circumstances. Ball’s management evaluates these estimates on an ongoing basis and adjusts or revises the estimates as circumstances change. As future events and their impacts cannot be determined with precision, actual results may differ from these estimates. In the opinion of management, the financial statements reflect all adjustments necessary to fairly present the results of the periods presented.

​

On February 16, 2024, the company completed the divestiture of its aerospace business. The transaction represents a strategic shift; therefore, the company’s consolidated financial statements reflect the aerospace business’ financial results as discontinued operations for all periods presented. The aerospace business was historically presented as a reportable segment. 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 3 for additional segment information.

​

Unless otherwise specified, these notes to the consolidated financial statements reflect continuing operations only.

​

Principles of Consolidation and Basis of Presentation

​

The consolidated financial statements include the accounts of Ball, its consolidated subsidiaries, and variable interest entities in which the company is considered to be the primary beneficiary. Equity investments in which the company exercises significant influence but does not control are accounted for using the equity method of accounting. Investments in which the company neither exercises significant influence over the investee, nor control the investment, are accounted for using the measurement alternative for equity investments, and, as such, are measured at cost minus impairment, if any, and adjusted for observable price changes in orderly transactions for the identical or a similar investment. Intercompany transactions are eliminated in consolidation.

​

Reclassifications

​

Certain prior year amounts have been reclassified in order to conform to the current year presentation.

​

Cash and Cash Equivalents

​

Cash and cash equivalents include cash on hand and highly liquid investments with original maturities of three months or less.

​

Inventories

​

Inventories are stated at the lower of cost or net realizable value using either the first-in, first-out (FIFO) cost method of accounting or the average cost method. Inventory cost is calculated for each inventory component taking into consideration the appropriate cost factors, including fixed and variable overhead, material price volatility and production levels.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

Recoverability of Goodwill

​

On an annual basis, in the fourth quarter, and at interim periods as circumstances require, the company performs a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, which includes an evaluation as to whether there have been significant changes to macro-economic factors related to the reporting unit. If the qualitative analysis is not conclusive that it is more likely than not that a reporting unit’s fair value exceeds its carrying amount, the company performs a quantitative impairment test to determine the fair value of the reporting unit and, if necessary, recognizes an impairment charge for the amount by which the carrying value exceeds the fair value.

​

When performing a quantitative analysis, the company estimates fair value for a reporting unit using market and income approach valuation methodologies. Under the income approach, fair value is estimated as the present value of estimated future cash flows of each reporting unit. The projected cash flows incorporate various assumptions related to weighted average cost of capital (WACC) and growth rates that are specific to each reporting unit, including assumptions relating to net sales growth rates, terminal growth rates and EBITDA (a non-U.S. GAAP measure defined by the company as earnings before interest expense, taxes, depreciation and amortization) margin. Under the market approach, the company uses available information regarding multiples used in recent market transactions involving a transfer of controlling interests as well as publicly available trading multiples based upon the enterprise value of companies in the packaging industry. The appropriate multiple is applied to the forecasted EBITDA of each reporting unit to estimate fair value.

​

Impairment of Long-Lived Assets

​

Ball reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset or asset group may not be recoverable based on the undiscounted future cash flows of the asset. The company reviews long-lived assets for impairment at the asset group level for which the lowest level of independent cash flows can be identified. If the carrying amount of asset group is determined not to be recoverable, a write-down to fair value is recorded. Fair values are determined based on quoted market values, discounted cash flows or with the assistance of external appraisals, as applicable.

​

Depreciation and Amortization

​

Property, plant and equipment are carried at the cost of acquisition or construction. Repairs and maintenance costs, including labor and material costs for major improvements such as annual production line overhauls, are expensed as incurred, unless those costs substantially increase the useful lives or capacity of the existing assets. Assets are depreciated and amortized using the straight-line method over their estimated useful lives, generally 5 to 50 years for buildings and improvements and 2 to 25 years for machinery and equipment. Finite-lived intangible assets, excluding capitalized software costs, are generally amortized over their estimated useful lives of 3 to 18 years. Capitalized software is generally amortized over estimated useful lives of 3 to 7 years. The company periodically reviews these estimated useful lives and when appropriate, changes are made prospectively.

​

For certain business consolidation activities, accelerated depreciation may be required for the revised remaining useful life for assets designated to be scrapped or abandoned. The accelerated depreciation related to such activities is recorded as part of business consolidation and other activities in the appropriate period.

​

Environmental Reserves

​

The company estimates its liability for environmental matters based on, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. The company records the best estimate of a loss when the loss is considered probable. As additional information becomes available, the company reassesses the potential liability related to pending matters and revises the estimates.

Ball Corporation

Notes to the Consolidated Financial Statements

​

​

Revenue Recognition

​

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.

​

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 instance, the company treats the promise to transfer the customer goods or services as a single performance obligation.

​

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:

​

	●	Packaging products, which may be generic or unique; and

	●	Packaging lids and ends, which may be generic or unique.

​

Performance obligations for products with no alternative use are recognized over time when the company has manufactured a unique item and has an enforceable right to payment, inclusive of profit. Conversely, generic products with an alternative use are recognized at a point in time. Contracts may be short-term or long-term, with varying payment terms. Ball’s payment terms vary by the type and location of the customer and the products or services offered. Customers pay in accordance with negotiated terms, which are typically triggered upon ownership transfer. All payment terms are less than one year. For all contracts, the transaction price is determined upon establishment of the contract that contains the final terms of the sale, including the description, quantity, and price of each product or service purchased.

​

Ball typically enters into master agreements with customers, which establish the terms and conditions for subsequent orders of goods. In the context of the revenue recognition standard, enforceable contracts are those that have an enforceable right to payment, which Ball typically has once a binding forecast or purchase order (or similar evidence) is in place and Ball produces under the contract. These enforceable contracts typically have a duration of less than one year. Contracts that have an original duration of less than one year are excluded from the requirement to disclose remaining performance obligations, based on the company’s election to use the practical expedient. The nature of the remaining performance obligations within these contracts, as well as the nature of the variability and how it will be resolved, are described in the section below.

​

Performance obligations are recognized both over time and at a point in time. The determination that sales should be recognized at a point in time most often results from the existence of an alternative use for the product. Cans and ends that are not customized for a customer prior to delivery are considered to have an alternative use, and sales are recognized at the point of control transfer. Determining when control transfer occurs may require management to make judgments that affect the timing of when sales are recognized. The revenue accounting standard provides five indicators that a customer has obtained control of an asset: 1) present right to payment; 2) transfer of legal title; 3) physical possession; 4) significant risks and rewards of ownership; and 5) customer acceptance. The company considers control to have transferred for these products upon shipment or delivery, depending on the legal terms of the contract, because the company has a present right to payment at that time, the customer has legal title to the asset, the company has transferred physical possession of the asset and/or the customer has significant risks and rewards of ownership of the asset. The company determines that control transfers to a customer as described above and provides a faithful depiction of the transfer of goods.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

For performance obligations related to products that are unique with no alternative use (e.g., specialized sizes or customer-specific materials, or labeled with customer-specific artwork), the company transfers control and records sales over time. The recognition of sales occurs over time as goods are manufactured and Ball has an enforceable right to payment for those goods, which is an output method. Determining a measure of progress may require management to make judgments that impact the timing of when sales are recognized. The company has determined the above provides a faithful depiction of the transfer of goods to the customer. The number of units manufactured that have an enforceable right to payment is the best measure of depicting the company’s performance as control is transferred. The customer obtains value as each unit is produced against a binding contract.

​

The enforceable right to payment may be explicit or implied in the contract. If the enforceable right to payment is not explicit in the contract, Ball must consider if there is an implied right based on customer relationships or previous business practices and applicable law. Typically, Ball has an enforceable right to payment of costs plus a reasonable margin once a binding forecast or purchase order (or similar evidence) is in place and Ball produces under the contract.

​

In making its determination of stand-alone selling price, Ball maximizes its use of observable inputs. Stand-alone selling price is then used to allocate total consideration proportionally to the various performance obligations within a contract.

​

To estimate variable consideration, the company may apply both the “expected value” method and “most likely amount” method based on the form of variable consideration, after considering which method would provide the best prediction of consideration to be received from the company’s customers. The expected value method involves a probability-weighted determination of the expected amount, whereas the most likely amount method identifies the single most likely outcome in a range of possible amounts. In certain cases, both methods may be used within a single contract if multiple forms of variable consideration exist. However, once a method has been applied to one form of variable consideration, it is applied consistently throughout the contract term.

​

The primary types of variable consideration present in the company’s contracts are per-unit price changes, volume discounts and rebates. Once variable consideration has been estimated, it will be constrained if a significant reversal of the cumulative amounts of sales is probable in the context of the contract.

​

Revenue Contract Costs

​

The company has determined there are no material costs that meet the capitalization criteria for costs to obtain or fulfill a contract.

​

Revenue Recognition Practical Expedients

​

For contracts that have an original duration of one year or less, the company has elected the practical expedient applicable to such contracts and has not disclosed the transaction price for future performance obligations as of the end of each reporting period or when the company expects to recognize sales.

​

The company has also elected the sales tax practical expedient; therefore, sales and other taxes assessed by a governmental authority that are collected concurrent with revenue-producing activities are excluded from the transaction price.

​

For shipping and handling activities performed after a customer obtains control of the goods, the company has elected to account for these costs as activities to fulfill the promise to transfer the goods; therefore, these activities are not assessed as separate performance obligations.

​

The company has also elected the significant financing component practical expedient which allows management to not assess whether the contract has a significant financing component in circumstances where, at contract inception, the expected contract duration is less than one year.

Ball Corporation

Notes to the Consolidated Financial Statements

​

​

Disaggregation of Sales

​

The company disaggregates net sales by reportable segments, as disclosed in Note 3, and based on the timing of transfer of control for goods and services, as disclosed in Note 5. The transfer of control for goods and services may occur at a point in time or over time; in other words, sales may be recognized over the course of the underlying contract, or they may occur at a single point in time based upon the transfer of control. The company determined that disaggregating sales into these categories achieves the disclosure objective to depict how the nature, amount, timing and uncertainty of sales and cash flows are affected by economic factors. The company’s business consists of three reportable segments: (1) beverage packaging, North and Central America; (2) beverage packaging, EMEA; and (3) beverage packaging, South America.

​

Revenue Contract Balances

​

The company enters into contracts to sell packaging products. The payment terms and conditions in customer contracts vary. Those customers that prepay are represented by the contract liabilities shown in Note 5, until the company’s performance obligations are satisfied. Contract assets would exist when sales have been recorded (i.e., control of the goods or services has been transferred to the customer) but customer payment is contingent on a future event beyond the passage of time (i.e., satisfaction of additional performance obligations). Unbilled receivables, which are not classified as contract assets, represent arrangements in which sales have been recorded prior to billing and right to payment is unconditional.

​

Leases

​

The company enters into operating leases, the accounting guidance for which requires a lessee to recognize a right-of-use (ROU) asset and a lease liability. The guidance also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight line basis.

​

A contract is a lease or contains one when (1) the contract contains an explicitly or implicitly identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration. The company assesses whether an arrangement is a lease, or contains a lease, upon inception of the contract.

​

The company enters into operating leases for buildings, warehouses, office equipment, production equipment, land and other types of equipment. When readily determinable, the discount rate used to calculate the lease liability is the rate implicit in the lease. Otherwise, the company uses its incremental borrowing rate based on the information available at lease commencement. The company’s finance and short-term leases are immaterial.

​

Many of the company’s leases include one or more renewal and/or termination options at the company’s discretion, which are included in the determination of the lease term if the company is reasonably certain to exercise the option. The company also enters into lease agreements that have variable payments, such as those related to usage or adjustments to certain indexes. Variable lease payments are recognized in the period in which those payments are incurred.

​

The company subleases all or portions of certain building and warehouse leases to third parties, all of which are classified as operating leases. Some of these arrangements offer the lessee renewal options.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

Fair Value Measurements

​

Generally accepted accounting principles define fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority):

​

	●	Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

​

	●	Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

​

	●	Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable.

​

Acquisitions

​

The company records acquisitions resulting in the consolidation of an enterprise using the purchase method of accounting. Under this method, the acquiring company records the assets acquired, including intangible assets that can be identified and named, and liabilities assumed based on their estimated fair values at the date of acquisition. The purchase price in excess of the fair value of the assets acquired and liabilities assumed is recorded as goodwill. If the assets acquired, net of liabilities assumed, are greater than the purchase price paid, then a bargain purchase has occurred and the company will recognize the gain immediately in earnings. Among other sources of relevant information, the company uses independent appraisals and actuarial or other valuations to assist in determining the estimated fair values of the assets and liabilities. Various assumptions are used in the determination of these estimated fair values including discount rates, market and volume growth rates, product selling prices, production costs and other prospective financial information. Transaction costs associated with acquisitions are expensed as incurred and included in the business consolidation and other activities line of the consolidated statements of earnings.

​

For acquisitions where the company acquires a controlling interest and previously owned an equity investment in the entity, the company will recognize in earnings, upon the completion of the acquisition, a gain or loss related to the company’s prior equity investment. This gain or loss is calculated based on the fair value of the equity investment as compared to the carrying value of the existing equity investment on the date of acquisition.

​

When the company purchases additional interests of consolidated subsidiaries, the difference between the fair value and carrying value of the noncontrolling interests acquired is accounted for in the common stock line within shareholders' equity.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

Business Consolidation and Other Activities

​

The company estimates its liabilities for business closure activities by accumulating detailed estimates of costs and asset sale proceeds, if any, for each business consolidation initiative. This includes the estimated costs of employee severance, pension and related benefits; impairment of property and equipment and other assets, including estimates of net realizable value; accelerated depreciation; termination payments for contracts and leases; contractual obligations; and any other qualifying costs related to the exit plan, disposal or restructuring. These estimated costs are grouped by specific projects within the overall plans and are then monitored on a periodic basis. Such charges represent management’s best estimates, however, they require assumptions about the plans that may change over time. Changes in estimates for individual locations and other matters are evaluated periodically to determine if a change in estimate is required for the overall plan. Subsequent changes to the original estimates are included in current earnings and identified as business consolidation gains or losses.

​

Stock-Based Compensation

​

Ball has a variety of restricted stock, stock option, and stock-settled appreciation rights (SSARs) plans, and the related stock-based compensation is primarily reported as part of selling, general and administrative in the consolidated statements of earnings. The compensation expense associated with restricted stock grants is calculated using the fair value at the date of grant (closing stock price) and is amortized over the restriction period. For stock options and SSARs, the company has elected to use the Black-Scholes valuation model and amortizes the estimated fair value, determined at the date of grant, on a straight-line basis over the requisite service period (generally, the vesting period). The company’s deferred compensation stock program is subject to variable plan accounting and, accordingly, is valued at the closing price of the company’s common stock at the end of each reporting period.

​

Currency Translation

​

Assets and liabilities of non-U.S. operations with a functional currency other than the U.S. dollar are translated using period-end exchange rates, and revenues and expenses are translated using average exchange rates during each period. Translation gains and losses are reported in accumulated other comprehensive earnings (loss) as a component of shareholders’ equity.

​

Income Taxes

​

Deferred income taxes reflect the future tax consequences of differences between the tax bases of assets and liabilities and their financial reporting amounts at each balance sheet date, based upon enacted income tax laws and tax rates. Income tax expense or benefit is provided based on earnings reported in the financial statements. The provision for income tax expense or benefit differs from the amounts of income taxes currently payable because certain items of income and expense included in the consolidated financial statements are recognized in different time periods by taxing authorities. At times, Ball may purchase transferable income tax credits that can be used to offset its current year or a prior year income tax liability. These credits are presented as an adjustment to income taxes payable within other current liabilities on the consolidated balance sheet, with any deferred credit reducing income tax expense in the year the credit is utilized.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

Deferred tax assets, including operating loss, capital loss and tax credit carryforwards, are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that any portion of these tax attributes will not be realized. In addition, from time to time, management must assess the need to accrue or disclose uncertain tax positions for proposed adjustments from various federal, state and non-U.S. tax authorities who regularly audit the company in the normal course of business. In making these assessments, management must often analyze complex tax laws of multiple jurisdictions, including many non-U.S. jurisdictions. The accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The company records the related interest expense and penalties, if any, as tax expense in the tax provision.

​

Stranded taxes in accumulated other comprehensive earnings (loss) are reclassified to the consolidated statement of earnings when the activity that generated the deferred gains and losses has fully ceased.

​

Defined Benefit Pension Plans and Other Employee Benefits

​

The company has defined benefit plans and postretirement plans that provide certain medical benefits and life insurance for retirees and eligible dependents and, to a lesser extent, participates in multi-employer defined benefit plans for which Ball is not the sponsor. For the company-sponsored plans, the relevant accounting guidance requires that management make certain assumptions relating to the long-term rate of return on plan assets, discount rates used to determine the present value of future obligations and expenses, salary inflation rates, health care cost trend rates, mortality rates and other assumptions. The company believes the accounting estimates related to the company’s pension and postretirement plans are critical accounting estimates because they are highly susceptible to change from period to period based on the performance of plan assets, actuarial valuations, market conditions and contracted benefit changes. The selection of assumptions is based on historical trends and known economic and market conditions at the time of valuation, as well as independent studies of trends performed by the company’s actuaries. However, actual results may differ substantially from the estimates that were based on the critical assumptions.

​

The company recognizes the funded status of each defined benefit pension plan and other postretirement benefit plans on the consolidated balance sheet. Each overfunded plan is recognized as an asset, and each underfunded plan is recognized as a liability. Pension plan obligations are revalued annually, or when an event occurs that requires remeasurement, based on updated assumptions and information about the individuals covered by the plan. For pension plans, accumulated actuarial gains and losses in excess of a 10 percent corridor and the prior service cost are amortized on a straight-line basis from the date recognized over the average remaining service period of active participants or the average life expectancy for plans with significant inactive participants. For other postemployment benefits, the 10 percent corridor is not used. Costs related to defined benefit and other postretirement plans are included in cost of sales and selling, general and administrative, while settlement and curtailment expenses are included in business consolidation expenses.

​

Derivative Financial Instruments

​

The company uses derivative financial instruments for the purpose of hedging commercial risk exposures to fluctuations in commodity prices, interest rates, currency exchange rates, net investments in foreign operations and prices of the company’s common stock with regard to the company’s deferred compensation stock plan. The company’s derivative instruments are recorded on the consolidated balance sheets at fair value. The company values each derivative financial instrument either by using a single valuation technique based on observable market inputs performed internally or by obtaining valuation information from a reliable and observable market source. For a derivative designated as a cash flow hedge, the derivative's mark to fair value is initially recorded as a component of accumulated other comprehensive earnings (loss) and subsequently reclassified into earnings when the hedged item affects earnings, unless it is probable that the forecasted transaction will not occur. For net investment hedges, changes in fair value due to fluctuations in the spot rate are recorded to currency translation, net of tax, within accumulated other comprehensive earnings (AOCI). Gains and losses remain in AOCI until a sale or upon complete or substantially complete liquidation of the respective

Ball Corporation

Notes to the Consolidated Financial Statements

​

underlying net investment in the foreign entity. The changes in fair value attributable to changes other than those due to fluctuations in the spot rate are excluded from the assessment of hedge effectiveness and are recorded as a reduction to interest expense over the life of the hedge in the consolidated statements of earnings. Derivatives that do not qualify for hedge accounting are marked to fair value with gains and losses immediately recorded in earnings. In the consolidated statements of cash flows, derivative activities are classified based on the cash flows of the items being hedged, except for those activities that are hedging the effect of exchange rate changes on cash, which are presented in investing activities, and the periodic interest cash settlements for net investment hedges, which are presented in operating activities.

​

Upon the dedesignation of an effective derivative contract, the gains or losses are deferred in accumulated other comprehensive earnings (loss) until the originally hedged item affects earnings unless it is probable the hedged item will not occur at which time it is recognized immediately. Any gains or losses incurred after the dedesignation date are recorded in earnings immediately.

​

Contingencies

​

The company is subject to various legal proceedings and claims, including those that arise in the ordinary course of business. The company records loss contingencies when it determines the outcome of the future event is probable of occurring and the amount of the loss can be reasonably estimated. Gain contingencies are recognized in the financial statements when they are realized or realizable.

​

The determination of a reserve for a loss contingency is based on management’s judgment of probability and estimates with respect to the likelihood of an outcome and valuation of the future event. Liabilities are recorded or adjusted when events or circumstances cause these judgments or estimates to change. In assessing whether a loss is probable, Ball may consider the following factors, among others: the nature of the litigation, claim or assessment; available information, opinions or views of legal counsel and other advisors; and the experience gained from similar cases by the company and others. The company provides disclosures for material contingencies when there is a reasonable possibility that a loss or an additional loss may be incurred.

​

2. Accounting Pronouncements

​

Recently Adopted Accounting Standards

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Income Tax Disclosures

​

In 2023, new guidance was issued by the FASB with the goal of providing financial statement users with more information in the income tax rate reconciliation table and regarding income taxes paid. Ball adopted all required disclosures effective 2025, on a prospective basis, in Note 16.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

New Accounting Guidance and Disclosure Requirements

​

Improvements to Accounting for Internal-Use Software

​

In 2025, new guidance was issued by the Financial Accounting Standards Board (FASB) with the goal to better align accounting with how internal-use software is developed. The company is assessing the impact that the adoption of this new guidance will have on its consolidated financial statements and expects to adopt the guidance on a prospective basis in 2028.

​

Measurement of Credit Losses for Accounts Receivable and Contract Assets

​

In 2025, amended guidance was issued by the FASB with the goal of improving efficiencies associated with the measurement of credit losses for accounts receivable and contract assets by allowing entities to elect a practical expedient for measurement. The company is assessing the impact that the adoption of this new guidance will have on its consolidated financial statements and expects to adopt the guidance on a prospective basis in 2026.

​

Disaggregation of Income Statement Expenses

​

In 2024, new guidance was issued by the FASB with the goal of providing financial statement users with more expense information of certain categories of expenses that are included in line items on the face of the statements of earnings. The company is assessing the impact that the adoption of this new guidance will have on its consolidated financial statements and expects to meet the disclosure requirements on a prospective basis in its 2027 annual report and interim periods thereafter.

​

3. Business Segment Information

​

Ball’s operations are organized and reviewed by management along its product lines and geographical areas and presented in the three reportable segments outlined below.

​

Beverage packaging, North and Central America_:_ Consists of operations in the U.S., Canada and Mexico that manufacture and sell aluminum beverage containers throughout those countries.

​

Beverage packaging, EMEA_:_ Consists of operations in numerous countries throughout Europe, as well as Egypt and Turkey, that manufacture and sell aluminum beverage containers throughout those countries.

​

Beverage packaging, South America_:_ Consists of operations in Brazil, Argentina, Paraguay and Chile that manufacture and sell aluminum beverage containers throughout most of South America.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

As presented in the tables below, Other consists of a non-reportable operating segment (beverage packaging, other) that manufactures and sells aluminum beverage containers in India and Myanmar; a non-reportable operating segment that manufactures and sells extruded aluminum aerosol containers and recloseable aluminum bottles across multiple consumer categories as well as aluminum slugs (personal & home care) throughout North America, South America, and Europe; undistributed corporate expenses; and intercompany eliminations and other business activities.

​

On August 27, 2025, the company sold 41 percent of its 51 percent ownership interest in Ball United Arab Can Manufacturing Company, which resulted in Ball deconsolidating the business and retaining a 10 percent ownership interest. The financial results of the Saudi Arabian business, which were a part of the beverage packaging, other, non-reportable operating segment, are presented in Other in the tables below through the date of the transaction and as of December 31, 2024, the assets and liabilities of the Saudi Arabian business were presented as current assets held for sale and current liabilities held for sale on the consolidated balance sheet.

​

On March 21, 2025, Ball closed on a transaction for its aluminum cups business, which resulted in Ball deconsolidating the business. The financial results of the aluminum cups business are presented in Other in the tables below through the date of the transaction and the assets and liabilities of the business were presented as current assets held for sale and current liabilities held for sale on the consolidated balance sheet as of December 31, 2024. See Note 4 for further details on the Saudi Arabia and aluminum cups businesses.

​

The accounting policies of the segments are the same as those used in the consolidated financial statements, as discussed in Note 1. The company also has investments in operations in Guatemala, Panama, the U.S., Vietnam and Saudi Arabia that are accounted for under the equity method of accounting and, accordingly, those results are not included in segment sales or earnings.

​

Ron Lewis, Chief Executive Officer, is the company’s chief operating decision maker (CODM). For each reportable segment, the CODM uses segment comparable operating earnings to analyze profitability compared to internal forecasts and comparative prior periods. These analyses allow the CODM to have constructive dialogue with other company leaders on how to improve company performance.

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Major Customers

​

Net sales to major customers, as a percentage of consolidated net sales, were as follows:

​

​	​	​	​	​	​	​	​
​	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
​	​	​	​	​	​	​	​
Anheuser-Busch InBev and affiliates	​	15	%	16	%	15	%
Coca-Cola Bottlers' Sales & Services Company LLC and affiliates	​	14	%	13	%	13	%
Red Bull GmbH and affiliates	​	11	%	9	%	8	%

​

Summary of Net Sales by Geographic Area (a)

​

​	​	​	​	​	​	​	​	​	​	​	​	​
($ in millions)	​ ​ ​	U.S.		​	Brazil		​ ​ ​	Other		​ ​ ​	Consolidated
​	​	​	​	​	​	​	​	​	​	​	​	​
2025	​	$	6,163	​	$	1,494	​	$	5,504	​	$	13,161
2024	​	​	5,478	​	​	1,418	​	​	4,899	​	​	11,795
2023	​	​	5,872	​	​	1,408	​	​	4,782	​	​	12,062

(a)	Revenue is attributed based on origin of sale and includes intercompany eliminations.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

Summary of Net Long-Lived Assets by Geographic Area (a)

​

​	​	​	​	​	​	​	​	​	​	​	​	​
($ in millions)	​ ​ ​	U.S.		​ ​ ​	Brazil		​ ​ ​	Other		​ ​ ​	Consolidated
​	​	​	​	​	​	​	​	​	​	​	​	​
As of December 31, 2025	​	$	3,218	​	$	1,149	​	$	3,683	​	$	8,050
As of December 31, 2024	​	​	3,215	​	​	1,113	​	​	3,207	​	​	7,535

(a)	Long-lived assets exclude goodwill and intangible assets.

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Summary of Business by Segment

​

​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,
($ in millions)	​	2025		​ ​ ​	2024		​ ​ ​	2023
​	​	​	​	​	​	​	​	​	​
Net sales	​	​	​	​	​	​	​	​	​
Beverage packaging, North and Central America	​	$	6,286	​	$	5,619	​	$	5,963
Beverage packaging, EMEA	​	​	3,983	​	​	3,466	​	​	3,395
Beverage packaging, South America	​	​	2,162	​	​	1,951	​	​	1,960
Reportable segment sales	​	​	12,431	​	​	11,036	​	​	11,318
Other	​	​	730	​	​	759	​	​	744
Net sales	​	$	13,161	​	$	11,795	​	$	12,062
​	​	​	​	​	​	​	​	​	​
Comparable segment operating earnings (a)	​	​	​	​	​	​	​	​	​
Beverage packaging, North and Central America	​	$	772	​	$	747	​	$	710
Beverage packaging, EMEA	​	​	495	​	​	416	​	​	354
Beverage packaging, South America	​	​	327	​	​	296	​	​	266
Reportable segment comparable operating earnings	​	​	1,594	​	​	1,459	​	​	1,330
Reconciling items	​	​	​	​	​	​	​	​	​
Other (b)	​	​	(39)	​	​	(69)	​	​	12
Business consolidation and other activities	​	​	41	​	​	(420)	​	​	(133)
Amortization of acquired intangibles	​	​	(135)	​	​	(139)	​	​	(135)
Interest expense	​	​	(314)	​	​	(293)	​	​	(460)
Debt refinancing and other costs	​	​	(19)	​	​	(3)	​	​	—
Earnings before taxes	​	$	1,128	​	$	535	​	$	614

(a)

The difference between reportable segment net sales and comparable operating earnings is comprised of other segment items. Other segment items includes cost of sales, depreciation and amortization, selling, general and administrative and interest income amounts. The CODM does not receive or use these amounts at the reportable segment level. However, the CODM is provided these amounts at a consolidated level to manage operations.

(b)

Includes undistributed corporate expenses, net, of $155 million, $175 _million and $_74 million for the years ended December 2025, 2024 and 2023, respectively. For the year ended December 2024, undistributed corporate expenses, net, includes $82 million of incremental compensation cost from the successful sale of the aerospace business. For the years ended December 31, 2025 and 2024, undistributed corporate expenses, net, includes $1 million and $42 million of corporate interest income, respectively.

​

​	​	​	​	​	​	​	​	​	​	​

Ball Corporation

Notes to the Consolidated Financial Statements

​

​	​	Years Ended December 31,								​
($ in millions)	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023		​
​	​	​	​	​	​	​	​	​	​	​
Depreciation and amortization (a)	​	​	​	​	​	​	​	​	​	​
Beverage packaging, North and Central America	​	$	225	​	$	214	​	$	220	​
Beverage packaging, EMEA	​	​	202	​	​	187	​	​	178	​
Beverage packaging, South America	​	​	145	​	​	148	​	​	145	​
Reportable segment depreciation and amortization	​	​	572	​	​	549	​	​	543	​
Other	​	​	50	​	​	62	​	​	62	​
Depreciation and amortization	​	$	622	​	$	611	​	$	605	​

(a)	Includes amortization of acquired Rexam intangibles.

​

The company does not disclose total assets by segment as it is not provided to the CODM.

​

​

​

4. Acquisitions and Dispositions

​

Acquisition of Benepack European Production Facilities

​

In January 2026, the company acquired an 80 percent capital share of Benepack’s European beverage can manufacturing business from ORG Technology Co. Ltd. (ORG), for total consideration of $218 million (or €184 million), subject to customary closing adjustments. Ball paid $95 million (or €80 million) in cash for our 80 percent equity interest, with the remainder of the consideration primarily being assumed debt. ORG will retain a 20 percent ownership interest in the business. The business includes two manufacturing facilities, one in Belgium and one in Hungary, and will be consolidated into Ball’s beverage packaging, EMEA, segment. The investment further optimizes the company’s European manufacturing network as the facilities are well positioned to serve the growing demand of customers for sustainable packaging in the region.

​

Saudi Arabia

​

On August 27, 2025, the company sold 41 percent of its 51 percent ownership in Ball United Arab Can Manufacturing Company for a total cash consideration of $71 million, of which $66 million was received upon closing. The remaining $5 million of cash was received in the fourth quarter. A gain of $81 million was recognized and is presented in business consolidation and other activities in the consolidated statement of earnings for the year ended December 31, 2025. As of December 31, 2024, the assets and liabilities of the business were presented as current assets and current liabilities held for sale. The transaction resulted in deconsolidation upon closing, with Ball retaining a 10 percent ownership interest, which is reported in other assets as an equity method investment on the consolidated balance sheet.

​

Aluminum Cups

​

In the fourth quarter of 2024, Ball’s Board of Directors provided approval for the company to form a strategic partnership for the aluminum cups business in early 2025. As a result, Ball recorded a noncash impairment charge of $233 million to adjust the carrying value of the disposal group of our aluminum cups business to its estimated fair value less cost to sell. This charge is included in business consolidation and other activities in the consolidated statement of earnings for the year ended December 31, 2024. The remaining assets and liabilities of the business are immaterial and consist primarily of working capital and were presented as current assets held for sale and current liabilities held for sale on the consolidated balance sheet at December 31, 2024.

​

On March 21, 2025, Ball and Ayna.AI LLC (Ayna) executed a Unit Purchase Agreement to form a strategic partnership in which Ball owns a 49 percent interest. Ball’s interest in the entity, Oasis Venture Holdings LLC (“Oasis”), is accounted for under the equity method of accounting. Ball recorded an additional loss of $8 million related to the

Ball Corporation

Notes to the Consolidated Financial Statements

​

transaction in business consolidation and other activities in the consolidated statement of earnings for the year ended December 31, 2025.

​

Acquisition of Florida Can Manufacturing

​

In February 2025, the company closed on the acquisition of Florida Can Manufacturing for cash consideration of $160 million. The business is comprised of an aluminum beverage can manufacturing facility located in Winter Haven, Florida and is part of Ball’s beverage packaging, North and Central America, segment. The transaction strengthens the segment’s supply network and enhances its ability to meet growing customer demand for sustainable beverage packaging solutions in the region.

​

Personal & Home Care Acquisition of Alucan Entec

​

In October 2024, the company acquired the entire share capital of Alucan Entec, S.A, an impact extruded aluminum packaging business with a manufacturing facility in Lummen, Belgium and Llinars del Vallés, Spain, for the purchase price of $88 million (or €82 million), subject to customary closing adjustments. Using the exchange rate on the date of close, the initial cash consideration of $80 million (or €75 million) was paid at close and is presented in business acquisitions, net of cash acquired, in the consolidated statement of cash flows for the year ended December 31, 2024, with an additional $8 million (or €7 million) to be paid over the next four years, less any potential obligations covered by the holdback arrangement. The business is part of Ball’s PHC segment. The transaction broadens the geographic reach and expands the product portfolio of Ball’s PHC business, serving the growing personal, home care and beverage bottle markets.

​

Aerospace

​

In the third quarter of 2023, Ball entered into a Stock Purchase Agreement (Agreement) with BAE Systems, Inc. (BAE) and, for the limited purposes set forth therein, BAE Systems plc, to sell all outstanding equity interests in Ball’s aerospace business. On February 16, 2024, the company completed the divestiture of the aerospace business for a purchase price of $5.6 billion, subject to working capital adjustments and other customary closing adjustments under the terms of the Agreement. In the third quarter of 2025, Ball finalized the customary closing adjustments with BAE, resulting in an immaterial adjustment. The divestiture resulted in a pre-tax gain of $4.61 billion, which is net of $20 million of costs to sell incurred and paid in 2023 related to the disposal. Cash proceeds received at close from the sale of $5.42 billion, net of the cash disposed, are presented in business dispositions, net of cash sold, in the consolidated statement of cash flows for the year ended December 31, 2024. Completion of the divestiture resulted in the removal of the aerospace business from the company’s obligor group as the business no longer guarantees the company’s senior notes and senior credit facilities.

​

The sale of the aerospace business represents a strategic shift that will have a major effect on Ball’s operations and financial results, including the removal of the aerospace reportable segment. Due to this shift, for all periods presented, the consolidated financial statements reflect the aerospace business’ financial results as discontinued operations in the consolidated statements of earnings. See Note 1 for further information on the basis of presentation.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

The following table presents components of discontinued operations, net of tax for the years ended December 31, 2025, 2024 and 2023:

​

​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,
($ in millions)	​	2025		​	2024		​	2023
​	​	​	​	​	​	​	​	​	​
Net sales	​	$	—	​	$	261	​	$	1,967
​	​	​	​	​	​	​	​	​	​
Cost of sales (excluding depreciation and amortization)	​	​	—	​	​	(214)	​	​	(1,605)
Depreciation and amortization	​	​	—	​	​	(9)	​	​	(81)
Selling, general and administrative	​	​	—	​	​	(11)	​	​	(62)
Interest expense	​	​	—	​	​	—	​	​	1
Gain (loss) on disposition	​	​	(3)	​	​	4,634	​	​	(20)
Tax (provision) benefit	​	​	3	​	​	(1,077)	​	​	23
Discontinued operations, net of tax	​	$	—	​	$	3,584	​	$	223

​

The 2024 and 2023 effective income tax rates on discontinued operations were 23.1 percent and negative 11.5 percent, respectively. As compared with the statutory U.S. federal income tax rate of 21 percent, the 2024 effective income tax rate was increased by 2.4 percent for the impact of state and local taxes. As compared with the statutory U.S. federal income tax rate of 21 percent, the 2023 effective income tax rate was reduced by 35.4 percent for federal tax credits, partially offset by 3.3 percent for the impact of state and local taxes.

​

The following table presents depreciation and amortization, capital expenditures and significant operating and investing noncash items from discontinued operations for the years ended December 31, 2025, 2024 and 2023 included within the consolidated statements of cash flows. Amounts include adjustments to reconcile net earnings to cash provided by (used in) operating activities:

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
($ in millions)	​ ​ ​	2025		​	2024		​	2023
​	​	​	​	​	​	​	​	​	​
Provided by (used in)	​	​	​	​	​	​	​	​	​
Depreciation and amortization	​	$	—	​	$	9	​	$	81
Loss (gain) on Aerospace disposal	​	​	3	​	​	(4,634)	​	​	20
Capital expenditures	​	​	—	​	​	(13)	​	​	(106)

​

Noncash investing activities include the acquisition of property, plant and equipment (PP&E) for which payment has not been made. These noncash capital expenditures are excluded from the consolidated statements of cash flows. A summary of the PP&E acquired but not yet paid for from discontinued operations is as follows:

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
($ in millions)	​	2025		​	2024		​	2023
​	​	​	​	​	​	​	​	​	​
Supplemental cash flow information:	​	​	​	​	​	​	​	​	​
PP&E acquired but not yet paid	​	$	—	​	$	17	​	$	23

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

​

5. Revenue from Contracts with Customers

​

The following table disaggregates the company’s net sales based on the timing of transfer of control:

​

​	​	​	​	​	​	​	​	​	​
($ in millions)	​	Point in Time		​	Over Time		​	Total
​	​	​	​	​	​	​	​	​	​
2025	​	$	2,317	​	$	10,844	​	$	13,161
2024	​	​	2,454	​	​	9,341	​	​	11,795
2023	​	​	2,352	​	​	9,710	​	​	12,062

​

The company did not have any contract assets at December 31, 2025, 2024, or 2023. The opening and closing balances of the company’s current and noncurrent contract liabilities are as follows:

​

​	​	​	​	​	​	​
​	​	Contract		​	Contract
​	​	Liabilities		​	Liabilities
($ in millions)	​ ​ ​	(Current)		​	(Noncurrent)
​	​	​	​	​	​	​
Balance at December 31, 2023	​	$	114	​	​	3
Increase (decrease)	​	​	(64)	​	​	(1)
Balance at December 31, 2024	​	$	50	​	$	2
Increase (decrease)	​	​	24	​	​	—
Balance at December 31, 2025	​	$	74	​	$	2

​

During the year ended December 31, 2025, contract liabilities increased by $24 million, which is net of cash received of $91 million and amounts recognized as sales of $67 million, the majority of which related to current contract liabilities. The amount of sales recognized during the year ended December 31, 2025, that was included in the company’s opening contract liabilities balance was $50 million, all of which related to current contract liabilities. The difference between the opening and closing balances of the company’s contract liabilities primarily results from timing differences between the company’s performance and the customer’s payments. Current contract liabilities are classified within other current liabilities on the consolidated balance sheets and noncurrent contract liabilities are classified within other liabilities.

​

​

6. Business Consolidation and Other Activities

​

2025

​

During 2025, the company recorded income of $41 million, primarily composed of the $81 million gain on the sale of the Saudi Arabia business, and insurance proceeds for replacement costs related to the 2023 fire at the company’s Verona, Virginia, extruded aluminum slug manufacturing facility, partially offset by costs for previously announced facility closures and the loss related to the aluminum cups business transaction. See Note 4 for further details on the Saudia Arabia and aluminum cups transactions.

​

2024

​

During 2024, the company recorded charges of $420 million primarily related to a $233 million noncash charge to adjust the carrying value of the aluminum cups business to its estimated fair value less cost to sell, $161 million facility closure costs and $34 million of costs for employee severance, employee benefits and other related items resulting from the company restructuring its operating model. The charges were partially offset by income of $44 million from the insurance proceeds for replacement costs related to the 2023 fire at the company’s Verona, Virginia extruded aluminum slug manufacturing facility. See Note 4 for further details on the aluminum cups impairment.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

2023

​

During 2023, the company recorded charges of $133 million primarily related to facility closure costs of $94 million, a $22 million foreign exchange loss associated with the company’s Argentina business and $21 million transaction costs related to the sale of the company’s aerospace business. Due to the sale of the aerospace business, the company reclassed $20 million of costs to sell incurred and paid in 2023 previously reported as business consolidation and other activities to discontinued operations, net of tax. See Note 4 for further details on the sale of the aerospace business. The facility closure costs during 2023 also include costs recorded to reflect the damage to assets, less insurance receipts, incurred as a result of the fire at the company’s Verona, Virginia extruded aluminum slug manufacturing facility.

​

​

7. Supplemental Cash Flow Statement and Other Disclosures

​

​	​	​	​	​	​	​
​	​	December 31,
($ in millions)	​	2025		​ ​ ​	2024
​	​	​	​	​ ​ ​	​	​
Beginning of period:	​	​	​	​ ​ ​	​	​
Cash and cash equivalents	​	$	885	​ ​ ​	$	695
Current restricted cash (included in other current assets)	​	​	8	​ ​ ​	​	15
Noncurrent restricted cash (included in other assets)	​	​	6	​ ​ ​	​	—
Cash reported in current assets held for sale	​	​	32	​ ​ ​	​	—
Total cash, cash equivalents and restricted cash	​	$	931	​ ​ ​	$	710
​	​	​	​	​ ​ ​	​	​
End of period:	​	​	​	​ ​ ​	​	​
Cash and cash equivalents	​	$	1,212	​ ​ ​	$	885
Current restricted cash (included in other current assets)	​	​	7	​ ​ ​	​	8
Noncurrent restricted cash (included in other assets)	​	​	2	​	​	6
Cash reported in current assets held for sale	​	​	—	​	​	32
Total cash, cash equivalents and restricted cash	​	$	1,221	​ ​ ​	$	931

​

The company’s current restricted cash is primarily related to receivables factoring programs and represents amounts collected from customers that have not yet been remitted to the banks as of the end of the reporting period. Restricted cash also relates to consideration owed for business acquisitions.

​

Noncash investing activities include the acquisition of property, plant and equipment (PP&E) for which payment has not been made. These noncash capital expenditures are excluded from the consolidated statements of cash flows. A summary of the PP&E acquired but not yet paid, inclusive of amounts related to the historical aerospace business, is as follows:

​

​	​	​	​	​	​	​
​	​	December 31,
($ in millions)	​	2025		​ ​ ​	2024
​	​	​	​	​ ​ ​	​	​
Beginning of period:	​	​	​	​ ​ ​	​	​
PP&E acquired but not yet paid	​	$	96	​ ​ ​	$	204
​	​	​	​	​	​	​
End of period:	​	​	​	​ ​ ​	​	​
PP&E acquired but not yet paid	​	$	161	​ ​ ​	$	96

​

​

​

​

Supplier Finance Programs

​

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

Ball Corporation

Notes to the Consolidated Financial Statements

​

these programs through agreements with the financial institutions to enable more efficient payment processing to our suppliers while also providing our suppliers a potential source of liquidity to the extent they enter into a factoring agreement with the financial institutions. Our suppliers’ participation in the programs is voluntary, and the company is not involved in negotiations of the suppliers’ arrangements with the financial institutions to sell their receivables, and our rights and obligations to our suppliers are not impacted by our suppliers’ decisions to sell amounts under these programs. Under these supplier finance programs, the company pays the financial institutions the stated amount of confirmed invoices from its participating suppliers on the original maturity dates of the invoices, which vary based on the negotiated terms with each supplier. All payment terms are short-term in nature and are not dependent on whether the suppliers participate in the supplier finance programs or if the suppliers elect to receive early payment from the financial institutions. Our supplier finance programs do not include any of the following: guarantees to the financial institutions, assets pledged as securities or interest accruing on the obligation prior to the due date.

​

A rollforward of the amount of obligations outstanding that the company confirmed as valid to the financial institutions under the company's programs follows:

​

​	​	​	​	​	​	​
​	​	December 31,
($ in millions)	​	2025		​	2024
​	​	​	​	​	​	​
Obligations outstanding at the beginning of period	​	$	423	​	$	703
Invoices confirmed during the period	​	​	1,292	​	​	1,600
Confirmed invoices paid during the period	​	​	(1,303)	​	​	(1,851)
Foreign exchange impacts	​	​	12	​	$	(29)
Obligations outstanding at the end of period	​	$	424	​	$	423

​

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

​

​

​

8. Receivables, Net

​

​	​	​	​	​	​	​
​	​	December 31,
($ in millions)	​	2025		​ ​ ​	2024
​	​	​	​	​	​	​
Trade accounts receivable	​	$	1,410	​	$	1,258
Unbilled receivables	​	​	661	​	​	490
Less: Allowance for doubtful accounts	​	​	(14)	​	​	(12)
Net trade accounts receivable	​	​	2,057	​	​	1,736
Other receivables	​	​	549	​	​	430
​	​	$	2,606	​	$	2,166

​

The company has entered into several regional accounts receivable factoring programs with various financial institutions for certain receivables of the company. The programs are accounted for as true sales of the receivables, with limited recourse to Ball, and had combined limits of approximately $1.82 billion and $1.60 billion at December 31, 2025 and 2024, respectively. A total of $364 million and $428 million were available for sale under these programs as of December 31, 2025 and 2024, respectively. The company has recorded $38 million, $44 million and $93 million of expense related to its factoring programs in 2025, 2024 and 2023, respectively, and has presented these amounts in selling, general and administrative in its consolidated statements of earnings.

​

Other receivables include income and indirect tax receivables, aluminum scrap sale receivables and other miscellaneous receivables.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

9. Inventories, Net

​

​	​	​	​	​	​	​
​	​	December 31,
($ in millions)	​ ​ ​	2025		​ ​ ​	2024
​	​	​	​	​	​	​
Raw materials and supplies	​	$	1,483	​	$	1,089
Finished goods	​	​	619	​	​	470
Less: Inventory reserves	​	​	(89)	​	​	(82)
​	​	$	2,013	​	$	1,477

​

​

​

​

10. Property, Plant an****d Equipment, Net

​

​	​	​	​	​	​	​
​	​	December 31,
($ in millions)	​ ​ ​	2025		​ ​ ​	2024
​	​	​	​	​	​	​
Land	​	$	225	​	$	198
Buildings	​	​	1,935	​	​	1,794
Machinery and equipment	​	​	8,194	​	​	7,450
Construction-in-progress	​	​	932	​	​	836
​	​	​	11,286	​	​	10,278
Accumulated depreciation	​	​	(4,630)	​	​	(4,105)
​	​	$	6,656	​	$	6,173

​

Property, plant and equipment are stated at historical or acquired cost. Depreciation expense amounted to $474 million, $460 million and $454 million for the years ended December 31, 2025, 2024 and 2023, respectively.

​

As discussed in Note 4, the assets of the aluminum cups and Saudi Arabian businesses were presented as current assets held for sale on the consolidated balance sheet at December 31, 2024. In 2024, Ball recorded a noncash impairment charge related to the long-lived assets of the aluminum cups business, of which $200 million related to property, plant and equipment. Additionally, $30 million of current assets held for sale relates to property, plant and equipment of the Saudi Arabian business at December 31, 2024.

​

11. Goodwill

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
($ in millions)	​ ​ ​	Beverage****Packaging,North & CentralAmerica		​ ​ ​	**Beverage****Packaging,**EMEA		​ ​ ​	**Beverage****Packaging,**South America		​ ​ ​	Other		​ ​ ​	Total
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at December 31, 2023	​	$	1,277	​	$	1,378	​	$	1,298	​	$	297	​	$	4,250
Additions	​	​	—	​	​	—	​	​	—	​	​	50	​	​	50
Effects of currency exchange	​	​	—	​	​	(89)	​	​	—	​	​	(35)	​	​	(124)
Other	​	​	—	​	​	—	​	​	2	​	​	(6)	​	​	(4)
Balance at December 31, 2024	​	$	1,277	​	$	1,289	​	$	1,300	​	$	306	​	$	4,172
Additions	​	​	—	​	​	—	​	​	—	​	​	1	​	​	1
Effects of currency exchange	​	​	—	​	​	168	​	​	—	​	​	38	​	​	206
Balance at December 31, 2025	​	$	1,277	​	$	1,457	​	$	1,300	​	$	345	​	$	4,379

​

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

12. Intangible Assets, Net

​

​	​	​	​	​	​	​
​	​	December 31,
($ in millions)	​ ​ ​	2025		​ ​ ​	2024
​	​	​	​	​	​	​
Acquired customer relationships and other intangibles (net of accumulated amortization and impairment losses of $1.30 billion at December 31, 2025, and $1.11 billion at December 31, 2024)	​	$	940	​	$	1,031
Capitalized software (net of accumulated amortization of $181 million at December 31, 2025, and $168 million at December 31, 2024)	​	​	22	​	​	28
Other intangibles (net of accumulated amortization of $16 million at December 31, 2025, and $12 million at December 31, 2024)	​	​	20	​	​	21
​	​	$	982	​	$	1,080

​

Total amortization expense of intangible assets was $148 million, $151 million and $151 million for the years ended December 31, 2025, 2024 and 2023, respectively. Based on intangible asset values and currency exchange rates as of December 31, 2025, total annual intangible asset amortization expense is expected to be $145 million, $141 million, $137 million, $135 million and $134 million for the years ending December 31, 2026 through 2030, respectively, and approximately $290 million combined for all years thereafter.

​

As discussed in Note 4, the assets of the Saudi Arabian business were presented as current assets held for sale on the consolidated balance sheet at December 31, 2024, of which $29 million, net of accumulated amortization of $25 million, relates to acquired customer relationships.

​

13. Other Asset****s

​

​	​	​	​	​	​	​
​	​	December 31,
($ in millions)	​ ​ ​	2025		​ ​ ​	2024
​	​	​	​	​	​	​
Long-term pension assets	​	$	37	​	$	36
Right-of-use operating lease assets	​	​	355	​	​	334
Investments in affiliates	​	​	257	​	​	233
Long-term deferred tax assets	​	​	64	​	​	63
Other	​	​	681	​	​	696
​	​	$	1,394	​	$	1,362

​

Investments in affiliates primarily includes the company’s 50 percent ownership interest in an entity in Guatemala, a 50 percent ownership interest in an entity in Panama, a 50 percent ownership interest in an entity in Vietnam, a 50 percent ownership interest in an entity in the U.S., a 33 percent ownership interest in an entity in the U.S., and a 10 percent ownership in an entity in Saudi Arabia.

​

In September and December 2025, Ball acquired $47 million and $52 million of equity-linked notes, respectively. These notes are linked to the stock market performance of ORG Technology Co. Ltd. (ORG) Class A shares, the equity investee of the issuer of the notes. The notes, accounted for using the fair value option, mature in September and December 2028 and are classified as Level 3 within the fair value hierarchy. The company elected the fair value option. As of December 31, 2025, the fair value of the equity-linked notes classified in other assets on the condensed consolidated balance sheet was $101 million. The related income for 2025 was insignificant. The notes have underlying credit risk as the company could lose a portion or all of the value of the notes if the issuer of the notes or ORG experience financial difficulties.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

See Note 14, Note 16 and Note 17 for further details related to the company’s long-term right-of-use operating lease assets, deferred tax assets and pension assets, respectively.

​

14. Lease****s

​

The components of lease expense were as follows:

​

​	​	​	​	​	​
​	December 31,
($ in millions)	2025		​ ​ ​	2024
​	​	​	​	​	​
Operating lease expense	$	(97)	​	$	(98)
Financing lease expense	​	(2)	​	​	(4)
Variable lease expense	​	(14)	​	​	(11)
Sublease income	​	1	​	​	2
Net lease expense	$	(112)	​	$	(111)

​

Supplemental cash flow information related to leases was as follows:

​

​	​	​	​	​	​
​	December 31,
($ in millions)	2025		​ ​ ​	2024
​	​	​	​	​	​
Cash paid for amounts included in the measurements of lease liabilities:	​	​	​	​	​
Operating cash outflows for operating leases	$	(101)	​	$	(97)
Financing cash outflows for finance leases	​	(3)	​	​	(3)
​	​	​	​	​	​
ROU assets obtained in exchange for:	​	​	​	​	​
Operating lease obligations	​	102	​	​	53
Finance lease obligations	​	2	​	​	24

​

Supplemental balance sheet information related to leases was as follows:

​

​	​	​	​	​	​	​	​
​	​	​	December 31,
($ in millions)	Balance Sheet Location	​	2025		​	2024
​	​	​	​	​	​	​	​
Operating leases:	​	​	​	​	​	​	​
Operating lease ROU asset	Other assets	​	$	355	​	$	334
Current operating lease liabilities	Other current liabilities	​	​	78	​	​	79
Noncurrent operating lease liabilities	Other liabilities	​	​	283	​	​	265
Finance leases:	​	​	​	​	​	​	​
Finance lease ROU assets, net	Property, plant and equipment, net	​	​	7	​	​	31
Current finance lease liabilities	Short-term debt and current portion of long-term debt	​	​	2	​	​	26
Noncurrent finance lease liabilities	Long-term debt	​	​	6	​	​	5

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

Weighted average remaining lease term and weighted average discount rate for the company’s leases were as follows:

​

​	​	​	​	​	​	​	​
​	​	​	December 31,				​
​	​	​	2025	​	​	2024	​
​	​	​	​	​	​	​	​
Weighted average remaining lease term in years:	​	​	​	​	​	​	​
Operating leases	​	​	7	​	​	7	​
Finance leases	​	​	5	​	​	1	​
Weighted average discount rate:	​	​	​	​	​	​	​
Operating leases	​	​	4.8	%	​	4.4	%
Finance leases	​	​	3.6	%	​	4.8	%

​

Maturities of lease liabilities are as follows:

​

​	​	​	​	​	​	​
($ in millions)	​	Operating Leases		​	Finance Leases
​	​	​	​	​	​	​
2026	​	$	83	​	$	2
2027	​	​	75	​	​	1
2028	​	​	60	​	​	1
2029	​	​	45	​	​	1
2030	​	​	38	​	​	1
Thereafter	​	​	110	​	​	2
Future value of lease liabilities	​	​	411	​	​	8
Less: Imputed interest	​	​	(50)	​	​	—
Present value of lease liabilities	​	$	361	​	$	8

​

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

15. Debt and Interest Costs

​

Long-term debt outstanding and interest rates in effect, along with short-term debt outstanding, consisted of the following:

​

​	​	​	​	​	​	​
​	​	December 31,
($ in millions)	​ ​ ​	2025		​ ​ ​	2024
​	​	​	​	​	​	​
Senior Notes	​	​	​	​	​	​
5.25% due July 2025	​	$	—	​	$	189
4.875% due March 2026	​	​	—	​	​	256
1.50%, euro denominated, due March 2027	​	​	646	​	​	569
6.875% due March 2028	​	​	—	​	​	750
6.00% due June 2029	​	​	1,000	​	​	1,000
2.875% due August 2030	​	​	1,300	​	​	1,300
3.125% due September 2031	​	​	850	​	​	850
4.25%, euro denominated, due July 2032	​	​	998	​	​	—
5.50% due September 2033	​	​	750	​	​	—
Senior Credit Facility (at variable rates)	​	​	​	​	​	​
U.S. dollar revolver due June 2030	​	​	—	​	​	—
Multi-currency revolver due June 2030	​	​	—	​	​	—
Term A loan due June 2027 (5.51% - 2025)	​	​	—	​	​	625
Term A loan due November 2030 (4.97% - 2025)	​	​	1,500	​	​	—
Finance lease obligations	​	​	8	​	​	7
Other (including debt issuance costs)	​	​	(59)	​	​	(43)
​	​	​	6,993	​	​	5,503
Less: Current portion of long-term debt	​	​	(2)	​	​	(191)
Long-term debt	​	$	6,991	​	$	5,312
​	​	​	​	​	​	​
Short-term debt	​	​	​	​	​	​
Current portion of long-term debt	​	$	2	​	$	191
Short-term finance leases	​	​	—	​	​	24
Short-term committed loans	​	​	—	​	​	109
Short-term uncommitted credit facilities	​	​	19	​	​	37
Short-term debt and current portion of long-term debt	​	$	21	​	$	361

​

On November 25, 2025, Ball refinanced its existing senior credit facilities that were previously amended in 2022, which included redeeming the outstanding obligation of $625 million on its term loan due June 2027. The company’s senior credit facilities include a $1.50 billion term loan and long-term multi-currency revolving facilities that mature in November 2030, which provide the company with up to U.S. dollar equivalent of $2.00 billion. At December 31, 2025, $1.95 billion was available under these revolving credit facilities. The company had approximately $943 million of short-term uncommitted credit facilities available at December 31, 2025. The weighted average interest rate of the outstanding short-term committed loans and uncommitted credit facilities, the majority of which are outstanding in the beverage packaging, South America, segment, was 25.51 percent at December 31, 2025, and 18.30 percent at December 31, 2024.

​

On November 17, 2025, Ball redeemed all of the outstanding principal of its $750 million of 6.875% senior notes due in March 2028. On December 15, 2025, Ball redeemed all of the outstanding principal of its $256 million of 4.875% senior notes due in March 2026.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

In August 2025, Ball issued $750 million of 5.50% senior notes due in 2033 and repaid the outstanding U.S. dollar revolving credit facility due in 2027 in the amount of $600 million, as well as the outstanding multi-currency revolving credit facility due in 2027 of $100 million.

​

In July 2025, Ball repaid at maturity the outstanding 5.25% senior notes due in the amount of $189 million.

​

In May 2025, Ball issued €850 million of 4.25% senior notes due in 2032 and repaid a portion of the U.S. dollar revolving credit facility due in 2027 in the amount of $500 million, as well as the outstanding multi-currency revolving credit facility due in 2027 of $200 million.

​

On February 14, 2024, Ball announced a public tender of the $1.00 billion 5.25% senior notes due July 2025 and the $750 million 4.875% senior notes due March 2026. On March 14, 2024, $811 million of the $1.00 billion 5.25% senior notes and $494 million of the $750 million 4.875% senior notes were validly tendered and accepted. Additionally, in the first quarter of 2024, Ball repaid at maturity the outstanding 0.875% euro denominated senior notes due in the amount of $817 million and prepaid $700 million of the Term A loan outstanding balance.

​

The fair value of Ball’s long-term debt was estimated to be $6.89 billion and $5.19 billion at December 31, 2025 and 2024, respectively, compared to its carrying value of $6.99 billion and $5.50 billion in 2025 and 2024, respectively. The fair value reflects the market rates at each period end for debt with credit ratings similar to the company’s ratings and is classified as Level 2 within the fair value hierarchy. Rates currently available to the company for loans with similar terms and maturities are used to estimate the fair value of long-term debt, based on discounted cash flows.

​

Maturities of long-term debt obligations outstanding at December 31, 2025, are as follows:

​

​	​	​	​
($ in millions)	​	​
​	​	​	​
2026	​	$	4
2027	​	​	649
2028	​	​	1
2029	​	​	1,000
2030	​	​	2,800
Thereafter	​	​	2,598
Total long-term debt obligations	​	​	7,052
Other (including debt issuance costs)	​	​	(59)
Less: Current portion of long-term debt	​	​	(2)
Long-term debt	​	$	6,991

​

Letters of credit outstanding at December 31, 2025 and 2024, were $48 million and $25 million, respectively.

​

Interest expense and debt refinancing and other costs were $333 million, $296 million and $460 million, which included cash interest payments of $317 million, $336 million and $378 million, net of capitalized interest of $7 million, $13 million and $24 million and noncash financing fees of $19 million, $13 million and $17 million in 2025, 2024 and 2023, respectively.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

The company’s senior notes and senior credit facilities are guaranteed on a full and unconditional, joint and several basis by certain of its material subsidiaries. Each of the guarantor subsidiaries is 100 percent owned by Ball Corporation. These guarantees are required in support of these notes and credit facilities, are coterminous with the terms of the respective note indentures and would require performance upon certain events of default referenced in the respective guarantees. Note 23 provides further details about the company’s debt guarantees of the company’s senior notes and the subsidiaries that guarantee the notes (the obligor group).

​

The U.S. note agreements and bank credit agreement contain certain restrictions relating to dividend payments, share repurchases, investments, financial ratios, guarantees and the incurrence of additional indebtedness. The company’s most restrictive debt covenant requires it to maintain a leverage ratio (as defined) of no greater than 4.5 times. Ball was in compliance with the leverage ratio requirement at December 31, 2025, and for all prior periods presented, and has met all debt payment obligations.

​

16. Taxes on Income

​

The amount of earnings before income taxes is:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,								​
($ in millions)	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023		​
​	​	​	​	​	​	​	​	​	​	​
U.S.	​	$	303	​	$	(8)	​	$	58	​
Non-U.S.	​	​	825	​	​	543	​	​	556	​
​	​	$	1,128	​	$	535	​	$	614	​

​

The provision (benefit) for income tax expense is:

​

​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,
($ in millions)	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
​	​	​	​	​	​	​	​	​	​
Current	​	​	​	​	​	​	​	​	​
U.S.	​	$	37	​	$	5	​	$	(1)
State and local	​	​	9	​	​	(6)	​	​	4
Non-U.S.	​	​	134	​	​	184	​	​	169
Total current	​	​	180	​	​	183	​	​	172
​	​	​	​	​	​	​	​	​	​
Deferred	​	​	​	​	​	​	​	​	​
U.S.	​	​	29	​	​	6	​	​	(32)
State and local	​	​	11	​	​	(11)	​	​	5
Non-U.S.	​	​	20	​	​	(45)	​	​	1
Total deferred	​	​	60	​	​	(50)	​	​	(26)
Tax provision (benefit)	​	$	240	​	$	133	​	$	146

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

The following table is a reconciliation of the U.S. federal statutory rate of 21 percent to the company’s effective tax rate for the year ended December 31, 2025 in accordance with the guidance of the new income tax disclosures:

​

​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​	2025
($ in millions)	​ ​ ​	Amount		​ ​ ​	Percent
​	​	​	​	​	​	​
U.S. federal statutory tax rate	​	$	237	​	21.0	%
State and local income taxes, net of federal income tax effect (a)	​	​	14	​	1.3	​
Foreign tax effects:	​	​	​	​	​	​
Brazil:	​	​	​	​	​	​
Effect of currency exchange gains and losses	​	​	19	​	1.7	​
Tax holidays	​	​	(37)	​	(3.3)	​
Other	​	​	19	​	1.7	​
Mexico:	​	​	​	​	​	​
Effect of currency exchange gains and losses	​	​	(14)	​	(1.3)	​
Other	​	​	20	​	1.8	​
Netherlands:	​	​	​	​	​	​
Sale of the Saudi Arabian business	​	​	(23)	​	(2.0)	​
Other	​	​	7	​	0.6	​
Other foreign jurisdictions	​	​	8	​	0.7	​
Tax credits	​	​	(17)	​	(1.5)	​
Other adjustments	​	​	7	​	0.6	​
Total tax provision and effective tax rate	​	$	240	​	21.3	%

(a)	The states that contribute to the majority (greater than 50 percent of the tax effect in this category) include California, Pennsylvania, Maryland, Alabama, Tennessee, Texas and Colorado for 2025.

​

The income tax provision recorded within the consolidated statements of earnings differs from the provision determined by applying the U.S. statutory tax rate to pretax earnings as a result of the following presented in accordance with the guidance prior to the adoption of the new income tax disclosures:

​

​	​	​	​	​	​	​	​
​	​	Years Ended December 31,					​
($ in millions)	​ ​ ​	2024		​ ​ ​	2023		​
​	​	​	​	​	​	​	​
Statutory U.S. federal income tax	​	$	112	​	$	129	​
Increase (decrease) due to:	​	​	​	​	​	​	​
Non-U.S. tax rate differences including tax holidays	​	​	3	​	​	(38)	​
Non-U.S. tax law and rate changes	​	​	1	​	​	3	​
Currency exchange (gain) loss on revaluation of deferred tax balances	​	​	31	​	​	(13)	​
Global intangible low-taxed income (GILTI)	​	​	7	​	​	6	​
U.S. state and local taxes, net	​	​	(11)	​	​	7	​
U.S. taxes on non-U.S. earnings, net of tax deductions and credits	​	​	(1)	​	​	(38)	​
Uncertain tax positions, including interest	​	​	(2)	​	​	(4)	​
Change in valuation allowances	​	​	(3)	​	​	106	​
Equity compensation related impacts	​	​	(3)	​	​	(6)	​
Other, net	​	​	(1)	​	​	(6)	​
Provision (benefit) for taxes	​	$	133	​	$	146	​
Effective tax rate expressed as a percentage of pretax earnings	​	​	24.9	%	​	23.8	%

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

The company generally intends to limit distributions from non-U.S. subsidiaries to earnings previously taxed in the U.S. The company has accrued approximately $79 million and $53 million for 2025 and 2024, respectively, for estimated non-U.S. withholding taxes on portions of the non-U.S. earnings that are not indefinitely reinvested. The company has not provided deferred taxes on any other outside basis differences in its investments in other non-U.S. subsidiaries as these other outside basis differences are indefinitely reinvested. A determination of the unrecognized deferred taxes related to any of these other outside basis differences is not practicable.

​

The following disclosure related to the undistributed earnings in non-U.S. subsidiaries is in accordance with guidance prior to the adoption of the new tax disclosures. As of December 31, 2024, the company has $2.64 billion of adjusted retained earnings in non-U.S. subsidiaries. Of these undistributed earnings, $933 million were previously subjected to U.S. federal income tax.

​

Several of Ball’s Brazilian subsidiaries benefit from various tax holidays with expiration dates ranging from 2026 to 2033. The company regularly applies for and has historically been granted, similar tax holidays upon expiration. These tax holidays reduced income tax by $37 million or $0.13 per share, $37 million or $0.12 per share and $71 million or $0.22 per share for 2025, 2024 and 2023, respectively. Benefits from tax holidays in Ball’s other subsidiaries were immaterial in 2025, 2024 and 2023.

​

The following table of income taxes paid, net of refunds received, for the year ended December 31, 2025, is in accordance with the guidance of the new income tax disclosures:

​

​	​	​	​
​	​	Year Ended December 31,
($ in millions)	​ ​ ​	2025
​	​	​	​
Income taxes paid, net of refunds	​	​	​
Federal	​	$	189
State	​	​	(1)
Foreign	​	​	​
Brazil	​	​	21
Chile	​	​	35
Mexico	​	​	27
United Kingdom	​	​	22
All other foreign	​	​	81
Total	​	$	374

​

The Federal amount paid in 2025 represents purchases of transferable tax credits.

​

The following disclosure was prepared in accordance with the guidance prior to the adoption of the new income tax disclosures. Income tax payments, net of refunds received and inclusive of payments related to the historical aerospace business, were $922 million and $179 million in 2024 and 2023, respectively.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

The significant components of deferred tax assets and liabilities are as follows:

​

​	​	​	​	​	​	​
​	​	December 31,
($ in millions)	​ ​ ​	2025		​ ​ ​	2024
​	​	​	​	​	​	​
Deferred tax assets:	​	​	​	​	​	​
Deferred compensation	​	$	57	​	$	68
Accrued employee benefits	​	​	57	​	​	62
Capitalized research and development	​	​	2	​	​	235
Net operating losses, tax credits and other tax attributes	​	​	363	​	​	345
Deferred interest	​	​	153	​	​	143
Operating lease liabilities	​	​	77	​	​	75
Other	​	​	162	​	​	152
Total deferred tax assets	​	​	871	​	​	1,080
Valuation allowance	​	​	(402)	​	​	(370)
Net deferred tax assets	​	​	469	​	​	710
Deferred tax liabilities:	​	​	​	​	​	​
Property, plant and equipment	​	​	(484)	​	​	(450)
Goodwill and other intangible assets	​	​	(378)	​	​	(406)
Deferred revenue	​	​	—	​	​	(190)
Operating lease right of use assets	​	​	(73)	​	​	(71)
Tax on undistributed foreign earnings	​	​	(79)	​	​	(53)
Other	​	​	(46)	​	​	(71)
Total deferred tax liabilities	​	​	(1,060)	​	​	(1,241)
Net deferred tax asset (liability)	​	$	(591)	​	$	(531)

​

The net deferred tax asset (liability) was included on the consolidated balance sheets as follows:

​

​	​	​	​	​	​	​
​	​	December 31,
($ in millions)	​ ​ ​	2025		​ ​ ​	2024
​	​	​	​	​	​	​
Other assets	​	$	64	​	$	63
Deferred taxes	​	​	(655)	​	​	(594)
Net deferred tax asset (liability)	​	$	(591)	​	$	(531)
​	​	​	​	​	​	​

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

At December 31, 2025, Ball has recorded deferred tax assets related to net operating and capital loss carryforwards of $279 million, deferred interest expense carryforwards of $153 million, and credit carryforwards for foreign taxes and various other business credits of $84 million. These attributes are spread across the regions in which the company operates, including Europe, North and Central America, Asia and South America. The majority of the attributes with expiration dates consists of $23 million of foreign tax credits which expire beginning 2027 through 2035. This has been assessed for realization as of December 31, 2025.

​

Ball’s 2025 effective tax rate was impacted by $5 million of the net change in the valuation allowance. The company’s overall valuation allowances increased by a net $32 million. The increase was primarily due to year-over-year currency exchange rate fluctuations in Europe and Brazil. These increases were partially offset by utilization of carryforward losses and nondeductible interest in U.K. entities.

​

In 2024, the company’s overall valuation allowances decreased by a net $16 million. The decrease was primarily due to the utilization of carryforward losses generated by various non-operating U.K. entities and the Argentinian beverage packaging business. These decreases were partially offset by operating losses related to the Brazilian beverage packaging business, nondeductible U.K. interest expense and U.S. foreign tax credits, none of which are expected to be utilized in future periods. Ball’s 2024 effective tax rate was impacted by $3 million of the net change in the valuation allowance.

​

In 2023, the company’s overall valuation allowances increased by a net $111 million. The increase was primarily due to losses incurred in various non-operating U.K. entities. The valuation allowance was further increased due to nondeductible U.K. interest expense, and operating losses related to the Argentinean beverage packaging business, driven by the sudden devaluation of the Argentine peso. Ball’s 2023 effective tax rate was impacted by $106 million of the net change in the valuation allowance.

​

A roll forward of the company’s unrecognized tax benefits, as included in other noncurrent liabilities, related to uncertain income tax positions at December 31 follows:

​

​	​	​	​	​	​	​	​	​	​
($ in millions)	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
​	​	​	​	​	​	​	​	​	​
Balance at January 1	​	$	26	​	$	28	​	$	32
Additions for tax positions of prior years	​	​	1	​	​	—	​	​	1
Reductions for settlements	​	​	—	​	​	—	​	​	(5)
Reductions due to lapse of statute of limitations	​	​	—	​	​	(2)	​	​	—
Effect of currency exchange rates	​	​	1	​	​	—	​	​	—
Balance at December 31	​	$	28	​	$	26	​	$	28

​

At December 31, 2025, the amounts of unrecognized tax benefits that, if recognized, would reduce tax expense were $26 million, inclusive of interest, penalties and the indirect benefits of related items. The company and its subsidiaries file income tax returns in the U.S. federal, various state, local and non-U.S. jurisdictions. The U.S. federal statute of limitations is closed for years prior to 2022. With a few exceptions, the company is no longer subject to examination by state and local tax authorities for years prior to 2022. The company’s significant non-U.S. filings are in Argentina, Austria, Brazil, Canada, Chile, the Czech Republic, Egypt, France, Germany, Italy, Mexico, the Netherlands, Paraguay, Poland, Serbia, Spain, Sweden, Switzerland, Turkey and the U.K. The company’s non-U.S. statutes of limitations are generally open for years after 2020. At December 31, 2025, the company is either under examination or has been notified of a pending examination by tax authorities in Argentina, Brazil, Chile, the Czech Republic, Egypt, France, Germany, India, Paraguay, Spain, the U.K., the U.S. and various U.S. states.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

17. Employee Benefit Obligations

​

​	​	​	​	​	​	​
​	​	December 31,
($ in millions)	​	2025		​ ​ ​	2024
​	​	​	​	​	​	​
Underfunded defined benefit pension liabilities	​	$	191	​	$	263
Less: Current portion	​	​	(19)	​	​	(20)
Long-term defined benefit pension liabilities	​	​	172	​	​	243
Long-term retiree medical liabilities	​	​	77	​	​	79
Deferred compensation plans	​	​	178	​	​	206
Other	​	​	72	​	​	49
​	​	$	499	​	$	577

​

The company’s defined benefit plans for salaried and hourly employees in North America, Sweden, Switzerland, the U.K., Germany and Ireland, provide pension benefits based on employee compensation and years of service. Plans for North American hourly employees provide benefits based on fixed rates for each year of service. While the German, Swedish and certain U.S. plans are not funded, the company maintains liabilities, and annual additions to such liabilities are generally tax-deductible. With the exception of the unfunded German, Swedish and certain U.S. plans, the company’s policy is to fund the defined benefit plans in amounts at least sufficient to satisfy statutory funding requirements, taking into consideration deductibility under existing tax laws and regulations. The company closed its pension plans to all non-unionized new entrants in the United States effective for anyone hired after December 31, 2021. Anyone employed by Ball prior to that date is unaffected by this change.

​

Defined Benefit Pension Plans

​

Amounts recognized on the consolidated balance sheets for the funded status of the company’s defined benefit pension plans consisted of:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​	2025								​	2024
($ in millions)	​ ​ ​	U.S.		​ ​ ​	Non-U.S.		​ ​ ​	Total		​ ​ ​	U.S.		​ ​ ​	Non-U.S.		​ ​ ​	Total
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Long-term pension asset	​	$	6	​	$	31	​	$	37	​	$	—	​	$	36	​	$	36
Defined benefit pension liabilities (a)	​	​	(43)	​	​	(148)	​	​	(191)	​	​	(102)	​	​	(161)	​	​	(263)
Funded status	​	$	(37)	​	$	(117)	​	$	(154)	​	$	(102)	​	$	(125)	​	$	(227)

(a)	Included is an unfunded, non-qualified U.S. plan obligation of $16 _million at December 31, 2025, that has been annuitized with a corresponding asset of $_15 million. At December 31, 2024, the unfunded, non-qualified U.S. plan obligation of $17 million was annuitized with a corresponding asset of $16 million.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

An analysis of the change in benefit accounts for 2025 and 2024 follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	December 31,
​	​	2025								​	2024
($ in millions)	​ ​ ​	U.S.		​ ​ ​	Non-U.S.		​ ​ ​	Total		​ ​ ​	U.S.		​ ​ ​	Non-U.S.		​ ​ ​	Total
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Change in projected benefit obligation:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Benefit obligation at prior year end	​	$	1,153	​	$	1,885	​	$	3,038	​	$	1,246	​	$	2,191	​	$	3,437
Service cost	​	​	14	​	​	—	​	​	14	​	​	15	​	​	3	​	​	18
Interest cost	​	​	57	​	​	91	​	​	148	​	​	60	​	​	82	​	​	142
Benefits paid	​	​	(116)	​	​	(137)	​	​	(253)	​	​	(118)	​	​	(121)	​	​	(239)
Net actuarial (gains) losses	​	​	19	​	​	(41)	​	​	(22)	​	​	(50)	​	​	(226)	​	​	(276)
Settlements and other	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Other	​	​	(4)	​	​	—	​	​	(4)	​	​	—	​	​	(1)	​	​	(1)
Effect of exchange rates	​	​	—	​	​	122	​	​	122	​	​	—	​	​	(43)	​	​	(43)
Benefit obligation at year end	​	​	1,123	​	​	1,920	​	​	3,043	​	​	1,153	​	​	1,885	​	​	3,038
Change in plan assets:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fair value of assets at prior year end	​	​	1,051	​	​	1,760	​	​	2,811	​	​	1,106	​	​	2,049	​	​	3,155
Actual return on plan assets	​	​	124	​	​	44	​	​	168	​	​	52	​	​	(158)	​	​	(106)
Employer contributions	​	​	27	​	​	16	​	​	43	​	​	11	​	​	21	​	​	32
Benefits paid	​	​	(116)	​	​	(137)	​	​	(253)	​	​	(118)	​	​	(121)	​	​	(239)
Settlements and other	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Other	​	​	—	​	​	—	​	​	—	​	​	—	​	​	1	​	​	1
Effect of exchange rates	​	​	—	​	​	120	​	​	120	​	​	—	​	​	(32)	​	​	(32)
Fair value of assets at end of year	​	​	1,086	​	​	1,803	​	​	2,889	​	​	1,051	​	​	1,760	​	​	2,811
Funded status	​	$	(37)	​	$	(117)	​	$	(154)	​	$	(102)	​	$	(125)	​	$	(227)

​

​

Amounts, inclusive of amounts related to the historical aerospace business, recognized in accumulated other comprehensive earnings (loss), including other postemployment benefits, consisted of:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	December 31,
​	​	2025								​	2024
($ in millions)	​ ​ ​	U.S.		​ ​ ​	Non-U.S.		​ ​ ​	Total		​ ​ ​	U.S.		​ ​ ​	Non-U.S.		​ ​ ​	Total
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net actuarial (loss) gain	​	$	(92)	​	$	(440)	​	$	(532)	​	$	(118)	​	$	(417)	​	$	(535)
Net prior service (cost) credit	​	​	11	​	​	(40)	​	​	(29)	​	​	12	​	​	(38)	​	​	(26)
Tax effect and currency exchange rates	​	​	25	​	​	101	​	​	126	​	​	34	​	​	125	​	​	159
​	​	$	(56)	​	$	(379)	​	$	(435)	​	$	(72)	​	$	(330)	​	$	(402)

​

Net actuarial losses at December 31, 2025 and 2024, primarily relate to the 2023 U.K. defined benefit pension plan buy-in and a decrease in global discount rates.

Ball Corporation

Notes to the Consolidated Financial Statements

​

​

The accumulated benefit obligation for all U.S. defined benefit pension plans was $1,113 million and $1,143 million at December 31, 2025 and 2024, respectively. The accumulated benefit obligation for all non-U.S. defined benefit pension plans was $1,919 million and $1,882 million at December 31, 2025 and 2024, respectively. Following is the information for defined benefit plans with a projected benefit obligation, or an accumulated benefit obligation, in excess of plan assets:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	December 31,
​	​	2025								​	2024
($ in millions)	​ ​ ​	U.S.		​ ​ ​	Non-U.S.		​ ​ ​	Total		​ ​ ​	U.S.		​ ​ ​	Non-U.S.		​ ​ ​	Total
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Projected benefit obligation	​	$	215	​	$	148	​	$	363	​	$	1,153	​	$	175	​	$	1,328
Accumulated benefit obligation	​	​	215	​	​	147	​	​	362	​	​	1,143	​	​	172	​	​	1,315
Fair value of plan assets (a)	​	​	171	​	​	—	​	​	171	​	​	1,051	​	​	15	​	​	1,066

(a)	The German, Swedish and certain U.S. plans are unfunded and, therefore, there is no fair value of plan assets associated with these plans.

​

Components of net periodic benefit cost were as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,
​	​	2025								​	2024									2023
($ in millions)	​	U.S.		​ ​ ​	Non-U.S.		​ ​ ​	Total		​ ​ ​	U.S.		​ ​ ​	Non-U.S.		​ ​ ​	Total		​	U.S.		​ ​ ​	Non-U.S.		​ ​ ​	Total
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Ball-sponsored plans:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Service cost	​	$	14	​	$	—	​	$	14	​	$	15	​	$	3	​	$	18	​	$	16	​	$	5	​	$	21
Interest cost	​	​	57	​	​	91	​	​	148	​	​	60	​	​	82	​	​	142	​	​	63	​	​	86	​	​	149
Expected return on plan assets	​	​	(79)	​	​	(88)	​	​	(167)	​	​	(88)	​	​	(80)	​	​	(168)	​	​	(87)	​	​	(101)	​	​	(188)
Amortization of prior service cost	​	​	—	​	​	2	​	​	2	​	​	1	​	​	2	​	​	3	​	​	1	​	​	2	​	​	3
Recognized net actuarial loss	​	​	4	​	​	17	​	​	21	​	​	4	​	​	15	​	​	19	​	​	3	​	​	1	​	​	4
Settlement losses and other charges	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	4	​	​	—	​	​	4
Total net periodic benefit cost	​	$	(4)	​	$	22	​	$	18	​	$	(8)	​	$	22	​	$	14	​	$	—	​	$	(7)	​	$	(7)

​

Non-service pension expense of $4 million in 2025, income of $4 million in 2024 and income of $32 million in 2023, is included in SG&A in the consolidated statements of earnings.

​

Contributions to the company’s defined benefit pension plans are expected to be approximately $29 million in 2026. This estimate may change based on changes in the Pension Protection Act, actual plan asset performance and available company cash flow, among other factors. Benefit payments related to the plans are expected to be approximately $235 million, $233 million, $230 million, $227 million and $224 million for the years ending December 31, 2026 through 2030, respectively, and approximately $1.06 billion in total for the years ending December 31, 2031 through 2035.

​

Weighted average assumptions used to determine benefit obligations for the company’s significant U.S. plans at December 31 were as follows:

​

​	​	​	​	​	​	​	​
​	​	U.S.					​
​	​ ​ ​	2025	​	2024	​	2023	​ ​ ​
Discount rate	​	5.26	%	5.59	%	5.14	%
Rate of compensation increase	​	4.37	%	4.37	%	4.37	%

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

Weighted average assumptions used to determine benefit obligations for the company’s significant European plans at December 31 were as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	U.K.					​	Germany
​	​ ​ ​	2025	​	2024	​	2023	​ ​ ​	2025	​	2024	​	2023
Discount rate	​	5.00	%	4.95	%	3.95	%	3.82	%	3.32	%	3.14	%
Rate of compensation increase	​	N/A	​	N/A	​	3.50	%	2.75	%	2.75	%	2.69	%
Pension increase	​	3.19	%	3.43	%	3.34	%	2.00	%	2.20	%	2.18	%

​

Weighted average assumptions used to determine net periodic benefit cost for the company’s significant U.S. plans for the years ended December 31 were as follows:

​

​	​	​	​	​	​	​	​
​	​	U.S.					​
​	​ ​ ​	2025	​	2024	​	2023	​ ​ ​
Discount rate	​	5.59	%	5.14	%	5.48	%
Rate of compensation increase	​	4.37	%	4.37	%	4.37	%
Expected long-term rate of return on assets	​	6.90	%	7.31	%	7.04	%

​

Weighted average assumptions used to determine net periodic benefit cost for the company’s significant European plans for the years ended December 31 were as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	U.K.					​	Germany
​	​ ​ ​	2025	​	2024	​	2023	​ ​ ​	2025	​	2024	​	2023
Discount rate	​	4.95	%	3.95	%	5.01	%	3.32	%	3.16	%	3.70	%
Rate of compensation increase	​	N/A	​	3.50	%	3.50	%	2.15	%	2.70	%	2.69	%
Pension increase	​	3.43	%	3.34	%	3.43	%	2.20	%	2.20	%	1.80	%
Expected long-term rate of return on assets	​	4.95	%	3.95	%	5.11	%	N/A	​	N/A	​	N/A	​

​

The discount and compensation increase rates used above to determine the December 31, 2025, benefit obligations will be used to determine net periodic benefit cost for 2026. A reduction of the expected return on pension assets assumption by one quarter of a percentage point would result in an approximate $7 million increase in 2026 pension expense, while a quarter of a percentage point reduction in the discount rate applied to the pension liability would result in an approximate $8 million increase to pension expense in 2026.

​

Accounting for pensions and postretirement benefit plans requires that the benefit obligation be discounted to reflect the time value of money at the measurement date and the rates of return currently available on high-quality, fixed-income securities whose cash flows (via coupons and maturities) match the timing and amount of future benefit plan payments. Other factors used in measuring the obligation include compensation increases, health care cost increases, future rates of inflation, mortality and employee turnover.

​

Actual results may differ from the company’s actuarial assumptions, which may have an impact on the amount of reported expense or liability for pensions or postretirement benefits. In 2025, the company recorded net periodic benefit cost of $18 million for Ball-sponsored plans, and the company currently expects its 2026 net periodic benefit cost to be $12 million, using currency exchange rates in effect at December 31, 2025.

​

The assumption related to the expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested to provide for pension benefits over the life of the plans. The assumption was based upon Ball’s pension plan asset allocations, investment strategies and the views of its investment managers, consultants and other large pension plan sponsors. Some reliance was placed on the historical and expected asset returns of the company’s plans. An asset-allocation optimization model was used to project future asset returns using simulation and asset class correlation. The analysis included expected future risk premiums, forward-looking return expectations derived from the yield on long-term bonds and the price earnings ratios of major stock market indexes, expected inflation levels and real risk-free interest rate assumptions and the fund’s expected asset allocation.

Ball Corporation

Notes to the Consolidated Financial Statements

​

​

The expected long-term rates of return on assets were calculated by applying the expected rate of return to a market-related value of plan assets at the beginning of the year, adjusted for the weighted average expected contributions and benefit payments. The market-related value of plan assets used to calculate the expected return on plan assets was $2,946 million for 2025, $2,946 million for 2024 and $3,297 million for 2023.

​

Defined Benefit Pension Plan Assets

​

Policies and Allocation Information

​

Pension investment committees or scheme trustees of the company and its relevant subsidiaries establish investment policies and strategies for the company’s pension plan assets. The investment policies and strategies include the following common themes to: (1) provide for long-term growth of principal without undue exposure to risk, (2) minimize contributions to the plans, (3) minimize and stabilize pension expense and (4) achieve a rate of return equal to or above the market average for each asset class over the long term. The pension investment committees are required to regularly, but no less frequently than annually, review asset mix and asset performance, as well as the performance of the investment managers. Based on their reviews, which are generally conducted quarterly, investment policies and strategies are revised as appropriate.

​

Target asset allocations are set using a minimum and maximum range for each asset category as a percent of the total funds’ market value. Following are the target asset allocations established as of December 31, 2025:

​

​	​	​	​	​	​
​	​	U.S.	​	U.K.	​
​	​	​	​	​	​
Cash and cash equivalents	​	—	%	0-10	%
Equity securities	​	20-40	%	0-10	%
Fixed income securities	​	40-70	%	—	%
Insurance contract	​	—	%	90-100	%
Alternative investments	​	0-25	%	—	%

​

The actual weighted average asset allocations for Ball’s defined benefit pension plans, which individually were within the established targets for each country for that year, were as follows at December 31:

​

​	​	​	​	​	​
​	​ ​ ​	2025	​ ​ ​	2024
Cash and cash equivalents	​	1	%	1	%
Equity securities	​	13	%	15	%
Fixed income securities	​	26	%	24	%
Insurance contract	​	59	%	59	%
Alternative investments	​	1	%	1	%
​	​	100	%	100	%

​

Fair Value Measurements of Pension Plan Assets

​

Following is a description of the valuation methodologies used for pension assets measured at fair value:

​

Cash and cash equivalents: Consist of cash on deposit with brokers and short-term U.S. Treasury money market funds with a maturity of less than 90 days, and such amounts are shown net of receivables and payables for securities traded at period end but not yet settled. All cash and cash equivalents are stated at cost, which approximates fair value.

​

Corporate equity securities: Valued at the closing price reported on the active market on which the individual security is traded.

Ball Corporation

Notes to the Consolidated Financial Statements

​

​

U.S. government and agency securities: Valued using the pricing of similar agency issues, live trading feeds from several vendors and benchmark yields.

​

Corporate bonds and notes: Valued using market inputs including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers and reference data including market research publications. Inputs may be prioritized differently at certain times based on market conditions.

​

Group annuity insurance contract: Valued based on the calculated pension benefit obligation covered by the non-participating annuity contract at year-end.

​

Commingled funds: The shares held are valued at their net asset value (NAV) at year end.

​

NAV practical expedient: Includes certain commingled fixed income and equity funds as well as limited partnership and other funds. Certain of the partnership investments receive fair market valuations on a quarterly basis. Certain other commingled funds and partnerships invest in market-traded securities, both on a long and short basis. These investments are valued using quoted market prices.

​

The preceding methods described may produce a fair value calculation that is not indicative of net realizable value or reflective of future fair values. Furthermore, although the company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Ball Corporation

Notes to the Consolidated Financial Statements

​

​

The company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of pension assets and liabilities and their placement within the fair value hierarchy levels. The fair value hierarchy levels assigned to the company’s defined benefit plan assets for the U.S. are summarized in the tables below:

​

​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2025
($ in millions)	​ ​ ​	Level 1		​ ​ ​	Level 2		​ ​ ​	Total
​	​	​	​	​	​	​	​	​	​
U.S. pension assets, at fair value:	​	​	​	​	​	​	​	​	​
Cash and cash equivalents	​	$	—	​	$	35	​	$	35
U.S. government, agency and asset-backed securities:	​	​	​	​	​	​	​	​	​
Municipal bonds	​	​	—	​	​	8	​	​	8
Treasury bonds	​	​	168	​	​	—	​	​	168
Other	​	​	—	​	​	9	​	​	9
Non-U.S. government bonds	​	​	—	​	​	18	​	​	18
Corporate bonds and notes:	​	​	​	​	​	​	​	​	​
Basic materials	​	​	—	​	​	6	​	​	6
Communications	​	​	—	​	​	38	​	​	38
Consumer discretionary	​	​	—	​	​	11	​	​	11
Consumer staples	​	​	—	​	​	54	​	​	54
Energy	​	​	—	​	​	38	​	​	38
Financials	​	​	—	​	​	54	​	​	54
Industrials	​	​	—	​	​	21	​	​	21
Information technology	​	​	—	​	​	22	​	​	22
Private placement	​	​	—	​	​	1	​	​	1
Healthcare	​	​	​	​	​	13	​	​	13
Utilities	​	​	—	​	​	62	​	​	62
Total level 1 and level 2	​	$	168	​	$	390	​	​	558
Other investments measured at net asset value (a)	​	​	​	​	​	​	​	​	528
Total assets	​	​	​	​	​	​	​	$	1,086

(a)	Certain investments measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified within the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the change in plan assets reconciliation.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2024
($ in millions)	​ ​ ​	Level 1		​ ​ ​	Level 2		​ ​ ​	Total
​	​	​	​	​	​	​	​	​	​
U.S. pension assets, at fair value:	​	​	​	​	​	​	​	​	​
Cash and cash equivalents	​	$	—	​	$	38	​	$	38
U.S. government, agency and asset-backed securities:	​	​	​	​	​	​	​	​	​
Municipal bonds	​	​	—	​	​	8	​	​	8
Treasury bonds	​	​	138	​	​	—	​	​	138
Other	​	​	—	​	​	9	​	​	9
Non-U.S. government bonds	​	​	—	​	​	15	​	​	15
Corporate bonds and notes:	​	​	​	​	​	​	​	​	​
Basic materials	​	​	—	​	​	6	​	​	6
Communications	​	​	—	​	​	40	​	​	40
Consumer discretionary	​	​	—	​	​	19	​	​	19
Consumer staples	​	​	—	​	​	57	​	​	57
Energy	​	​	—	​	​	41	​	​	41
Financials	​	​	—	​	​	50	​	​	50
Industrials	​	​	—	​	​	32	​	​	32
Information technology	​	​	—	​	​	6	​	​	6
Private placement	​	​	—	​	​	1	​	​	1
Utilities	​	​	—	​	​	58	​	​	58
Total level 1 and level 2	​	$	138	​	$	380	​	​	518
Other investments measured at net asset value (a)	​	​	​	​	​	​	​	​	533
Total assets	​	​	​	​	​	​	​	$	1,051

(a)	Certain investments measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified within the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the change in plan assets reconciliation.

​

​	​	​	​	​	​	​
​	​	December 31,
($ in millions)	​	2025		​	2024
​	​	​	​	​	​	​
U.K. pension assets, at fair value:	​	​	​	​	​	​
Level 1: Equity and commingled funds	​	​	31	​	​	37
Level 3: Insurance annuity contract	​	​	1,718	​	​	1,656
Total assets	​	$	1,749	​	$	1,693

​

In November 2023, the Trustee Board of the U.K. defined benefit pension plan entered into an agreement with an insurance company for a bulk annuity purchase, or “buy-in”, for its U.K. defined benefit pension plan to reduce retirement plan risk, while delivering promised benefits to plan participants. This transaction allows the company to reduce volatility by removing investment, longevity, mortality, interest rate and inflation risk upon the transfer of substantially all of the pension plan assets to the insurer in exchange for the group annuity insurance contract. At this time the company retains both the fair value of the annuity contract within plan assets and the pension benefit obligations related to these participants. The fair value of the annuity buy-in contract was $1.72 billion and $1.66 billion as of December 31, 2025 and 2024, respectively, and is based on the calculated pension benefit obligations covered. The fair value of plan assets categorized as Level 3 during 2025 and 2024 are related to the purchase of the group annuity insurance contract. The plan was frozen on April 5, 2024, and future service accruals were replaced with enhanced defined contribution benefits for the impacted employees. The company anticipates the “buy-out” will occur within the second half of 2026, which will trigger a pension settlement that will result in all plan balances, including accumulated pension components within other comprehensive income, being charged to expense as a noncash settlement charge.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

Following is a rollforward of the fair value of plan assets from December 31, 2024 to December 31, 2025:

​

​	​	​	​
($ in millions)	​	​
​	​	​	​
Balance as of December 31, 2024	​	$	1,656
Change in plan assets	​	​	(62)
Effect of exchange rates	​	​	124
Balance as of December 31, 2025	​	$	1,718

​

Other Postretirement Benefits

​

The company sponsors postretirement health care and life insurance plans for certain U.S. and Canadian employees. Employees may also qualify for long-term disability, medical and life insurance continuation and other postemployment benefits upon termination of active employment prior to retirement. All of the Ball-sponsored postretirement health care and life insurance plans are unfunded with the exception of life insurance benefits, which are self-insured. The benefit obligation associated with these plans was $85 million and $88 million as of December 31, 2025 and 2024, respectively, including current portions of $9 million and $9 million for both years, respectively. Net periodic cost associated with these plans was zero, $5 million and $6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

​

Weighted average assumptions used to determine benefit obligations for the other postretirement benefit plans at December 31 were as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	U.S.					​	Canada					​
​	​ ​ ​	2025	​	2024	​	2023	​ ​ ​	2025	​	2024	​	2023	​ ​ ​
Discount rate	​	5.12	%	5.52	%	5.10	%	4.50	%	4.50	%	4.50	%
Rate of compensation increase (a)	​	N/A	​	N/A	​	4.37	%	N/A	​	N/A	​	N/A	​

(a)	The rate of compensation increase is not applicable for certain U.S. other postretirement benefit plans.

​

Weighted average assumptions used to determine net periodic benefit cost for the other postretirement benefit plans at December 31 were as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	U.S.					​	Canada					​
​	​ ​ ​	2025	​	2024	​	2023	​ ​ ​	2025	​	2024	​	2023	​ ​ ​
Discount rate	​	5.52	%	5.10	%	5.45	%	4.50	%	4.50	%	5.00	%
Rate of compensation increase (a)	​	N/A	​	4.37	%	4.37	%	N/A	​	N/A	​	N/A	​

(a)	The rate of compensation increase is not applicable for certain U.S. other postretirement benefit plans_._

​

Deferred Compensation Plans

​

Certain management employees may elect to defer the payment of all or a portion of their annual incentive compensation and certain long-term stock-based compensation into the company’s deferred compensation plan and/or the company’s deferred compensation stock plan. The employee becomes a general unsecured creditor of the company with respect to any amounts deferred.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

18. Shareholders’ Equity

​

At December 31, 2025, the company had 1.1 billion shares of common stock and 15 million shares of preferred stock authorized, both without par value. Preferred stock includes 550,000 authorized but unissued shares designated as Series A Junior Participating Preferred Stock.

​

In the second quarter of 2025, in a privately negotiated transaction, Ball entered into an accelerated share repurchase agreement to buy $250 million of its common shares using cash on hand and available borrowings. In the third quarter of 2025, Ball settled the agreement and received a total of 4.44 million shares with the average price per share paid of $56.30.

​

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 through the end of 2027. This repurchase authorization replaced all previous authorizations.

​

Under its ongoing share repurchase program, the company repurchased $1.32 billion, $1.71 billion and $3 million of its shares during the years ended December 31, 2025, 2024, and 2023, respectively.

​

Accumulated Other Comprehensive Earnings (Loss)

​

The activity related to accumulated other comprehensive earnings (loss) was as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
($ in millions)	​ ​ ​	​ CurrencyTranslation**(Net of Tax)**		​	​ ​ ​	Pension andOther PostretirementBenefits**(Net of Tax)**		(a)	​	Derivatives Designated as Hedges**(Net of Tax)**		​ ​ ​	AccumulatedOtherComprehensive****Earnings (Loss)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at December 31, 2023	​	$	(380)	​	​	$	(537)	​	​	$	1	​	$	(916)
Other comprehensive earnings (loss) before reclassifications	​	​	(238)	​	​	​	30	​	​	​	76	​	​	(132)
Amounts reclassified into earnings	​	​	—	​	​	​	11	​	​	​	(60)	​	​	(49)
Aerospace disposal	​	​	—	​	​	​	94	​	​	​	—	​	​	94
Balance at December 31, 2024	​	$	(618)	​	​	$	(402)	​	​	$	17	​	$	(1,003)
Other comprehensive earnings (loss) before reclassifications	​	​	128	​	​	​	(27)	​	​	​	(72)	​	​	29
Amounts reclassified into earnings	​	​	6	(b)	​	​	13	​	​	​	86	​	​	105
Balance at December 31, 2025	​	$	(484)	​	​	$	(416)	​	​	$	31	​	$	(869)

(a) Includes amounts associated with the Salaried Employees of Ball Aerospace & Technologies Corp. Pension Plan through the date of the aerospace business sale.

(b) Currency translation recorded in business consolidation and other activities from business disposal.

Ball Corporation

Notes to the Consolidated Financial Statements

​

​

The following table provides additional details of the amounts reclassified into net earnings from accumulated other comprehensive earnings (loss):

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,								​
($ in millions)	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
​	​	​	​	​	​	​	​	​	​	​
Gains (losses) on cash flow hedges:	​	​	​	​	​	​	​	​	​	​
Commodity contracts recorded in net sales	​	$	(21)	​	$	(3)	​	$	43	​
Commodity contracts recorded in cost of sales	​	​	(8)	​	​	(4)	​	​	(70)	​
Currency exchange contracts recorded in selling, general and administrative	​	​	(89)	​	​	74	​	​	5	​
Interest rate contracts recorded in interest expense	​	​	5	​	​	11	​	​	8	​
Total before tax effect	​	​	(113)	​	​	78	​	​	(14)	​
Tax benefit (expense) on amounts reclassified into earnings	​	​	27	​	​	(18)	​	​	3	​
Recognized gain (loss), net of tax	​	$	(86)	​	$	60	​	$	(11)	​
​	​	​	​	​	​	​	​	​	​	​
Amortization and disposal of pension and other postretirement benefits: (a)	​	​	​	​	​	​	​	​	​	​
Actuarial gains (losses)	​	$	(17)	​	$	(12)	​	$	4	​
Prior service income (expense)	​	​	(1)	​	​	(2)	​	​	(2)	​
Aerospace disposal	​	​	—	​	​	(127)	​	​	—	​
Total before tax effect	​	​	(18)	​	​	(141)	​	​	2	​
Tax benefit (expense) on amounts reclassified into earnings	​	​	5	​	​	36	​	​	—	​
Recognized gain (loss), net of tax	​	$	(13)	​	$	(105)	​	$	2	​

(a)	Includes amounts associated with the Salaried Employees of Ball Aerospace & Technologies Corp. Pension Plan

​

​

19. Stock-Based Compensation Programs

​

The company has shareholder-approved stock plans under which options and stock-settled appreciation rights (SSARs) have been granted to employees at the market value of the company’s stock on the date of grant. In general, options and SSARs are exercisable in four equal installments commencing one year from the date of grant and terminating 10 years from the date of grant. All disclosures within this note, unless otherwise specified, include impacts from activities associated with grants to employees of the historical aerospace business through the date of the sale. A summary of outstanding stock option and SSAR activity for the year ended December 31, 2025, follows:

​

​	​	​	​	​	​
​	​	​
​	​	Number of	​	Weighted Average
​	​ ​ ​	Shares	​ ​ ​	Exercise Price
Beginning of year	​	8,912,604	​	$	56.87
Granted	​	549,131	​	​	51.38
Exercised	​	(1,016,962)	​	​	35.73
Canceled/forfeited	​	(805,580)	​	​	59.43
Expired	​	(466,995)	​	​	69.02
End of period	​	7,172,198	​	​	58.37
​	​	​	​	​	​
Vested and exercisable, end of year	​	5,722,467	​	$	58.24
Reserved for future grants	​	9,551,038	​	​	​

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

The weighted average remaining contractual term for all options and SSARs outstanding at December 31, 2025, was 4.4 years and the aggregate intrinsic value (difference in exercise price and closing price at that date) was $35 million. The weighted average remaining contractual term for options and SSARs vested and exercisable at December 31, 2025, was 3.5 years and the aggregate intrinsic value was $35 million. The company received $16 million, $23 million and $26 million from options and SSARs exercised during 2025, 2024 and 2023, respectively, and the intrinsic value associated with these exercises was $18 million, $22 million and $35 million for the same periods, respectively. The excess tax benefit associated with the company’s stock compensation programs was $2 million for 2025, and was reported as a discrete item in the consolidated tax provision. The total fair value of options and SSARs vested during 2025, 2024 and 2023 was $18 million, $19 million and $19 million, respectively.

​

Based on the Black-Scholes option pricing model, options granted in 2025, 2024 and 2023 have estimated weighted average fair values at the date of grant of $16.27 per share, $17.97 per share and $16.95 per share, respectively. The fair values were estimated using the following weighted average assumptions:

​

​	​	​	​	​	​	​	​
​	​	2025 Grants	​	2024 Grants	​	2023 Grants	​
​	​	​	​	​	​	​	​
Expected dividend yield	​	1.56	%	1.42	%	1.41	%
Expected stock price volatility	​	31.18	%	31.51	%	30.11	%
Risk-free interest rate	​	4.25	%	4.07	%	3.52	%
Expected life of options (in years)	​	5.80	​	5.84	​	5.80	​

​

In addition to stock options and SSARs, the company issues to certain employees restricted shares and restricted stock units, which generally vest over three years.

​

Following is a summary of restricted stock activity for the year ended December 31, 2025:

​

​	​	​	​	​	​
​	​	​	​	Weighted
​	​	Number of	​	Average
​	​ ​ ​	Shares/Units	​ ​ ​	Grant Price
​	​	​	​	​	​
Beginning of year	​	1,120,086	​	$	54.07
Granted	​	751,099	​	​	57.67
Vested	​	(481,577)	​	​	73.82
Canceled/forfeited	​	(279,679)	​	​	54.90
End of year	​	1,109,929	​	$	47.54

​

For the years ended December 31, 2025, 2024 and 2023, the company recognized pretax expense of $28 million (all in continuing operations), $63 million ($56 million in continuing operations and $7 million in discontinued operations) and $33 million ($29 million in continuing operations and $4 million in discontinued operations), respectively, for all of its share-based compensation arrangements. The after-tax expense for these arrangements was $26 million, $56 million and $31 million in 2025, 2024 and 2023, respectively. At December 31, 2025, there was $33 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. This cost is expected to be recognized in earnings over a weighted average period of 2.0 years.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

20. Earnings Per Share

​

​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,
($ in millions, except per share amounts; shares in thousands)	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
​	​	​	​	​	​	​	​	​	​
Earnings from continuing operations attributable to Ball Corporation, net of tax	​	$	912	​	$	424	​	$	484
Discontinued operations, net of tax	​	​	—	​	​	3,584	​	​	223
Net earnings attributable to Ball Corporation	​	$	912	​	$	4,008	​	$	707
​	​	​	​	​	​	​	​	​	​
Basic weighted average common shares	​	​	274,263	​	​	305,459	​	​	314,775
Effect of dilutive securities	​	​	1,709	​	​	2,747	​	​	2,247
Weighted average shares applicable to diluted earnings per share	​	​	275,972	​	​	308,206	​	​	317,022
​	​	​	​	​	​	​	​	​	​
Basic - continuing operations	​	$	3.33	​	$	1.39	​	$	1.54
Basic - discontinued operations	​	​	—	​	​	11.73	​	​	0.71
Per basic share	​	$	3.33	​	$	13.12	​	$	2.25
​	​	​	​	​	​	​	​	​	​
Diluted - continuing operations	​	$	3.30	​	$	1.37	​	$	1.53
Diluted - discontinued operations	​	​	—	​	​	11.63	​	​	0.70
Per diluted share	​	$	3.30	​	$	13.00	​	$	2.23

​

Certain outstanding options were excluded from the diluted earnings per share calculations because they were anti-dilutive. The excluded options totaled approximately 5 million for the year ended December 31, 2025, 5 million for the year ended December 31, 2024, and 4 million for the year ended December 31, 2023.

​

The company declared and paid dividends of $0.80 per share in 2025, 2024 and 2023.

​

​

21. Financial Instruments and Risk Management

​

Policies and Procedures

​

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 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. However, there can be no assurance that these policies and procedures will be successful. Although the instruments utilized involve varying degrees of credit, market and interest risk, the counterparties to the agreements are expected to perform fully under the terms of the agreements. The company monitors counterparty credit risk, including lenders, on a regular basis, but Ball cannot be certain that all risks will be discerned or that its risk management policies and procedures will always be effective. Additionally, in the event of default under the company’s master derivative agreements, the non-defaulting party has the option to set off any amounts owed with regard to open derivative positions.

​

Commodity Price Risk - The company manages commodity price risk in connection with market price fluctuations of aluminum through two different methods. First, the company enters into container sales contracts that include aluminum-based pricing terms which generally reflect the same price fluctuations under commercial purchase contracts for aluminum sheet. Second, the company uses certain derivative instruments, including option and forward contracts, as economic and cash flow hedges of commodity price risk where there are material differences between contracted sales and purchase pricing.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

Interest Rate Risk - The company’s objective in managing exposure to interest rate changes is to minimize the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve these objectives, the company may use a variety of interest rate swaps, collars and options to manage its mix of floating and fixed-rate debt.

​

Currency Exchange Rate Risk - The company’s objective in managing exposure to currency fluctuations is to limit the exposure of cash flows and earnings from changes associated with currency exchange rate changes through the use of various derivative contracts. In addition, at times the company manages earnings translation volatility through the use of currency option strategies, and the change in the fair value of those options is recorded in the company’s net earnings.

​

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 and debt to achieve this objective.

​

The following table provides additional information related to the commercial risk management derivative instruments described above:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
($ in millions)	​	December 31, 2025
Commercial risk area	​	Commodity		​	Currency		​ ​ ​	Interest Rate		​ ​ ​	Net Investment
​	​	​	​	​	​	​	​	​	​	​	​	​
Notional amount of contracts	​	$	1,776	​	$	3,220	​	$	600	​	€	1,050
Net gain (loss) included in AOCI, after-tax	​	​	28	​	​	3	​	​	—	​	$	(82)
Net gain (loss) included in AOCI, after-tax, expected to be recognized in net earnings within the next 12 months	​	​	28	​	​	3	​	​	—	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​
Longest duration of forecasted hedge transactions in years	​	​	2	​	​	2	​	​	1	​	​	3

​

In May 2025, Ball issued €850 million of 4.25% senior notes due in 2032 and designated the principal as a net investment hedge. In December 2025, Ball designated its €550 million of 1.50% senior notes due in 2027 as a net investment hedge. During the year ended December 31, 2025, the company recorded a net loss of $32 million, after tax, in accumulated other comprehensive earnings (loss). The net loss included in accumulated other comprehensive earnings (loss) as of December 31, 2025, was $32 million, after tax, for these nonderivative financial instruments.

​

Common Stock Price Risk

​

The company’s deferred compensation stock program is subject to variable plan accounting and, accordingly, is marked to fair value using the company’s closing stock price at the end of the related reporting period. The company entered into total return swaps to reduce the company’s earnings exposure to these fair value fluctuations that will be outstanding through March 2026, and which have a combined notional value of 1.1 million shares. Based on the current number of shares in the program, each $1 change in the company’s stock price would have an insignificant impact on pretax earnings, net of the impact of related derivatives.

​

Fair Value Measurements

​

Ball has classified all applicable financial derivative assets and liabilities as Level 2 within the fair value hierarchy as of December 31, 2025 and 2024, and presented those values in the tables below. The company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

Ball Corporation

Notes to the Consolidated Financial Statements

​

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	December 31, 2025
($ in millions)	Balance Sheet Location	​ ​ ​	DerivativesDesignatedas Hedging****Instruments		​ ​ ​	Derivatives notDesignated asHedging****Instruments		​ ​ ​	Total
​	​	​	​	​	​	​	​	​	​	​
Assets:	​	​	​	​	​	​	​	​	​	​
Commodity contracts	​	​	$	72	​	$	—	​	$	72
Currency contracts	​	​	​	—	​	​	14	​	​	14
Interest rate and other contracts	​	​	​	1	​	​	2	​	​	3
Total current derivative contracts	Other current assets	​	$	73	​	$	16	​	$	89
​	​	​	​	​	​	​	​	​	​	​
Commodity contracts	​	​	$	5	​	$	—	​	$	5
Currency contracts	​	​	​	—	​	​	—	​	​	—
Total noncurrent derivative contracts	Other noncurrent assets	​	$	5	​	$	—	​	$	5
	​	​	​	​	​	​	​	​	​	​
Liabilities:	​	​	​	​	​	​	​	​	​	​
Commodity contracts	​	​	$	41	​	$	1	​	$	42
Currency contracts	​	​	​	35	​	​	17	​	​	52
Total current derivative contracts	Other current liabilities	​	$	76	​	$	18	​	$	94
​	​	​	​	​	​	​	​	​	​	​
Interest rate and other contracts	​	​	​	1	​	​	—	​	​	1
Net investment hedge	​	​	​	98	​	​	—	​	​	98
Total noncurrent derivative contracts	Other noncurrent liabilities	​	$	99	​	$	—	​	$	99

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	December 31, 2024
($ in millions)	Balance Sheet Location	​	DerivativesDesignatedas Hedging****Instruments		​ ​ ​	Derivatives notDesignated asHedging****Instruments		​ ​ ​	Total
​	​	​	​	​	​	​	​	​	​	​
Assets:	​	​	​	​	​	​	​	​	​	​
Commodity contracts	​	​	$	26	​	$	—	​	$	26
Currency contracts	​	​	​	—	​	​	36	​	​	36
Interest rate and other contracts	​	​	​	4	​	​	—	​	​	4
Total current derivative contracts	Other current assets	​	$	30	​	$	36	​	$	66
​	​	​	​	​	​	​	​	​	​	​
Currency contracts	​	​	$	51	​	$	—	​	$	51
Interest rate and other contracts	​	​	​	6	​	​	—	​	​	6
Net investment hedge	​	​	​	20	​	​	—	​	​	20
Total noncurrent derivative contracts	Other noncurrent assets	​	$	77	​	$	—	​	$	77
	​	​	​	​	​	​	​	​	​	​
Liabilities:	​	​	​	​	​	​	​	​	​	​
Commodity contracts	​	​	$	7	​	$	—	​	$	7
Currency contracts	​	​	​	—	​	​	13	​	​	13
Total current derivative contracts	Other current liabilities	​	$	7	​	$	13	​	$	20
​	​	​	​	​	​	​	​	​	​	​
Commodity contracts	​	​	$	1	​	$	—	​	$	1
Other contracts	​	​	​	—	​	​	12	​	​	12
Total noncurrent derivative contracts	Other noncurrent liabilities	​	$	1	​	$	12	​	$	13

​

​

The company uses closing spot and forward market prices as published by the London Metal Exchange, the Chicago Mercantile Exchange, Reuters and Bloomberg to determine the fair value of any outstanding aluminum, currency, energy, cross currency swaps and interest rate spot and forward contracts. Option contracts are valued using a Black-Scholes model with observable market inputs for aluminum, currency and interest rates. The company values each of its financial instruments either internally using a single valuation technique, from a reliable observable market source or from third-party software. The present value discounting factor is based on the comparable time period Secured Overnight Financing Rate (SOFR). Ball performs validations of the company’s internally derived fair values reported for the company’s financial instruments on a quarterly basis utilizing counterparty valuation statements. The company additionally evaluates counterparty creditworthiness and, as of December 31, 2025, has not identified any circumstances requiring the reported values of the company’s financial instruments be adjusted.

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

The following tables provide the effects of derivative instruments in the consolidated statements of earnings:

​

​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​
​	​	​	​	​	Year Ended December 31, 2025
($ in millions)	​ ​ ​	Location of Gain (Loss) Recognized in Earnings on Derivatives	​	​ ​ ​	Cash FlowHedge -ReclassifiedAmount fromAccumulatedOtherComprehensive****Earnings (Loss)		​ ​ ​	Gain (Loss) onDerivatives notDesignated asHedgeInstruments
​	​	​	​	​	​	​	​	​	​
Commodity contracts - manage exposure to customer pricing	​	Net sales	​	​	$	(21)	​	$	—
Commodity contracts - manage exposure to supplier pricing	​	Cost of sales	​	​	​	(8)	​	​	(10)
Interest rate contracts - manage exposure for outstanding debt	​	Interest expense	​	​	​	5	​	​	—
Currency contracts - manage currency exposure	​	Selling, general and administrative	​	​	​	(89)	​	​	(154)
Equity contracts	​	Selling, general and administrative	​	​	​	—	​	​	(6)
Total	​	​	​	​	$	(113)	​	$	(170)

​

​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Year Ended December 31, 2024
($ in millions)	​ ​ ​	**Location of Gain (Loss)**Recognized in Earnings on Derivatives	​	​	Cash FlowHedge -ReclassifiedAmount fromAccumulatedOtherComprehensive****Earnings (Loss)		​ ​ ​	Gain (Loss) onDerivatives notDesignated asHedgeInstruments
​	​	​	​	​	​	​	​	​	​
Commodity contracts - manage exposure to customer pricing	​	Net sales	​	​	$	(3)	​	$	—
Commodity contracts - manage exposure to supplier pricing	​	Cost of sales	​	​	​	(4)	​	​	(2)
Interest rate contracts - manage exposure for outstanding debt	​	Interest expense	​	​	​	11	​	​	—
Currency contracts - manage currency exposure	​	Selling, general and administrative	​	​	​	74	​	​	132
Equity contracts	​	Selling, general and administrative	​	​	​	—	​	​	(6)
Total	​	​	​	​	$	78	​	$	124

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Year Ended December 31, 2023
($ in millions)	​ ​ ​	**Location of Gain (Loss)**Recognized in Earnings on Derivatives	​	​	Cash FlowHedge -ReclassifiedAmount fromAccumulatedOtherComprehensive****Earnings (Loss)		​ ​ ​	Gain (Loss) onDerivatives notDesignated asHedgeInstruments
​	​	​	​	​	​	​	​	​	​
Commodity contracts - manage exposure to customer pricing	​	Net sales	​	​	$	43	​	$	—
Commodity contracts - manage exposure to supplier pricing	​	Cost of sales	​	​	​	(70)	​	​	14
Interest rate contracts - manage exposure for outstanding debt	​	Interest expense	​	​	​	8	​	​	(8)
Currency contracts - manage currency exposure	​	Selling, general and administrative	​	​	​	5	​	​	(8)
Equity contracts	​	Selling, general and administrative	​	​	​	—	​	​	11
Total	​	​	​	​	$	(14)	​	$	9

​

The changes in accumulated other comprehensive earnings (loss) for derivatives designated as hedges were as follows:

​

​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,
($ in millions)	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
​	​	​	​	​	​	​	​	​	​
Amounts reclassified into earnings:	​	​	​	​	​	​	​	​	​
Commodity contracts	​	$	29	​	$	7	​	$	27
Interest rate contracts	​	​	(5)	​	​	(11)	​	​	(8)
Currency exchange contracts	​	​	89	​	​	(74)	​	​	(5)
Change in fair value of hedges:	​	​	​	​	​	​	​	​	​
Commodity contracts	​	​	(11)	​	​	17	​	​	(3)
Interest rate contracts	​	​	(5)	​	​	15	​	​	14
Currency exchange contracts	​	​	(79)	​	​	68	​	​	—
Net investment hedge	​	​	(98)	​	​	22	​	​	—
Currency and tax impacts	​	​	(4)	​	​	(11)	​	​	(6)
​	​	$	(84)	​	$	33	​	$	19

​

​

​

​

Ball Corporation

Notes to the Consolidated Financial Statements

​

22. Contingencies

​

Ball is subject to numerous lawsuits, claims or proceedings arising out of the ordinary course of business, including actions related to product liability; personal injury; the use and performance of company products; warranty matters; patent, trademark or other intellectual property infringement; contractual liability; the conduct of the company’s business; tax reporting in domestic and non-U.S. jurisdictions; workplace safety and environmental and other matters. The company has also been identified as a potentially responsible party (PRP) at several waste disposal sites under U.S. federal and related state environmental statutes and regulations and may have joint and several liability for any investigation and remediation costs incurred with respect to such sites. In addition, the company has received claims alleging that employees in certain plants have suffered damages due to exposure to alleged workplace hazards. Some of these lawsuits, claims and proceedings involve substantial amounts, including as described below, and some of the environmental proceedings involve potential monetary costs or sanctions that may be material. Ball has denied liability with respect to many of these lawsuits, claims and proceedings and is vigorously defending such lawsuits, claims and proceedings. The company carries various forms of commercial, property and casualty, and other forms of insurance; however, such insurance may not be applicable or adequate to cover the costs associated with a judgment against Ball with respect to these lawsuits, claims and proceedings. The company estimates that potential liabilities for all currently known and estimable environmental matters are approximately $25 million in the aggregate, and such amounts have been included in other current liabilities and other noncurrent liabilities at December 31, 2025. Based on the information available at the present time, any reasonably possible loss that may be incurred in excess of the recorded accruals cannot be estimated.

​

In September 2025, the company received notice from the U.S. Customs and Border Protection challenging the tariff classification and applicable rate of duty of certain aluminum imports asserting that additional duties and tariffs are payable, as well as our use of certain exemptions. The company intends to vigorously defend the matter. While the outcome of this matter is uncertain at this time, the company believes it is reasonably possible any such additional tariffs, interest and penalties could be owed and impact the company’s results of operations. The company is unable to develop a reasonable estimate of loss at this time. The company has not recorded a reserve.

​

On February 1, 2012, Ball Metal Beverage Container Corp. (“BMBCC”) filed suit against Crown Technology Holding, Inc. (“Crown”) in the United States District Court for the Southern District of Ohio seeking a declaratory judgment that the CDL beverage can end made and sold by BMBCC did not infringe certain U.S. patents held by Crown. In response, Crown filed a counterclaim alleging that the CDL ends made and sold by BMBCC infringed the subject patents and seeking damages. On September 25, 2019, the District Court granted BMBCC’s motion for summary judgment holding that the patents at issue were invalid due to indefiniteness. On October 20, 2019, Crown appealed this decision to the Court of Appeals for the Federal Circuit (“CAFC”). On December 31, 2020, the CAFC in a non-precedential decision, vacated the decision of the District Court finding that the District Court had not considered an additional factor under a novel position advanced by the CAFC, and remanded the case to the District Court for further proceedings. On August 2, 2023, the District Court again granted summary judgment to Ball finding that patent claims at issue are invalid due to invalidity under the revised analytical framework specified by the CAFC. On August 4, 2023, Crown appealed this decision to the CAFC. On June 30, 2025, the CAFC affirmed the decision of the District Court. Crown has neither sought reconsideration of the CAFC’s decision nor filed writ of certiorari for review by the Supreme Court, therefore, this matter is now considered closed.

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The company’s operations in Brazil are involved in various governmental assessments, which have historically mainly related to claims for taxes on the internal transfer of inventory, gross revenue taxes, and indirect tax incentives and deductibility of goodwill. In addition, one of the company’s Brazilian subsidiaries received an income tax assessment focused on the disallowance of deductions associated with the acquisition price paid to a third party for a portion of its operations. Based on the information available at the present time, the company is unable to predict the ultimate outcome of these claims including the amount of reasonably possible loss and intends to vigorously defend these matters.

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Ball Corporation

Notes to the Consolidated Financial Statements

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23. Indemnifications and Guarantees

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General Guarantees

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The company or its appropriate consolidated direct or indirect subsidiaries have made certain indemnities, commitments and guarantees under which the specified entity may be required to make payments in relation to certain transactions. These indemnities, commitments and guarantees are in contracts to which the company or its subsidiaries are a party, including agreements with customers of the subsidiaries in connection with the sales of their packaging products and services; guarantees to suppliers of subsidiaries of the company guaranteeing the performance of the respective entity under a purchase agreement, construction contract, renewable energy purchase contract or other commitment; guarantees in respect of certain non-U.S. subsidiaries’ pension plans; indemnities for liabilities associated with the infringement of third-party patents, trademarks or copyrights under various types of agreements; indemnities to various lessors in connection with facility, equipment, furniture and other personal property leases for certain claims arising from such leases; indemnities pursuant to agreements relating to certain joint ventures; indemnities in connection with the sale of businesses or substantially all of the assets and specified liabilities of businesses; and indemnities to directors, officers and employees of the company to the extent permitted under the laws of the State of Indiana and the United States of America. The duration of these indemnities, commitments and guarantees varies and, in certain cases, is indefinite.

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In addition, many of these indemnities, commitments and guarantees do not provide for any limitation on the maximum potential future payments the company could be obligated to make. As such, the company is unable to reasonably estimate its potential exposure under these items.

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The company has not recorded any material liabilities for these indemnities, commitments and guarantees in the accompanying consolidated balance sheets. The company does, however, accrue for payments under promissory notes and other evidences of incurred indebtedness and for losses for any known contingent liability, including those that may arise from indemnifications, commitments and guarantees, when future payment is both reasonably estimable and probable. Finally, the company carries specific and general liability insurance policies and has obtained indemnities, commitments and guarantees from third-party purchasers, sellers and other contracting parties, which the company believes would, in certain circumstances, provide recourse to certain claims arising from these indemnifications, commitments and guarantees.

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Ball Corporation

Notes to the Consolidated Financial Statements

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Debt Guarantees

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The company’s and its subsidiaries’ obligations under the senior notes and senior credit facilities (or, in the case of U.S. domiciled non-U.S. subsidiaries under the senior credit facilities, the obligations of non-U.S. credit parties only) are guaranteed on a full, unconditional and joint and several basis by certain of the company’s domestic subsidiaries and the domestic subsidiary borrowers, and obligations of other guarantors and the subsidiary borrowers under the senior credit facilities are guaranteed by the company, in each case with certain exceptions. These guarantees are required in support of the senior notes and senior credit facilities referred to above, are coterminous with the terms of the respective note indentures, senior notes and credit agreement, and they could be enforced by the holders of the obligations thereunder during the continuation of an event of default under the note indentures, the senior notes and/or the credit agreement. The maximum potential amounts which could be required to be paid under such guarantees are essentially equal to then-outstanding obligations under the respective senior notes or the credit agreement (or, in the case of U.S. domiciled non-U.S. subsidiaries under the senior credit facilities, the obligations of non-U.S. credit parties only), with certain exceptions. All obligations under the guarantees of the senior credit facilities are secured, with certain exceptions, by a valid first priority perfected lien or pledge on (i) 100 percent of the capital stock of each of the company's material wholly owned domestic subsidiaries directly owned by the company or any of its wholly owned domestic subsidiaries and (ii) 65 percent of the capital stock of each of the company's material wholly owned first-tier non-U.S. subsidiaries directly owned by the company or any of its wholly owned domestic subsidiaries. In addition, the obligations of certain non-U.S. borrowers and non-U.S. pledgors under the loan documents will be secured, with certain exceptions, by a valid first priority perfected lien or pledge on 100 percent of the capital stock of certain of the company's material wholly owned non-U.S. subsidiaries and material wholly owned U.S. domiciled non-U.S. subsidiaries directly owned by the company or any of its wholly owned material subsidiaries. The company is not in default under the above-referenced senior notes or senior credit facilities.

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