A Dark Vector Cognition product

Item 4. CONTROLS AND PROCEDURES

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Item 4. CONTROLS AND PROCEDURES

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Our chief executive officer and chief financial officer participated in management’s evaluation of our disclosure controls and procedures, as defined by the SEC, as of the end of the period covered by this report and concluded that our controls and procedures were effective. There were no changes to internal controls during the company’s second quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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FORWARD-LOOKING STATEMENTS

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This report contains "forward-looking" statements concerning future events and financial performance. Words such as "expects," "anticipates," "estimates," "believes," and similar expressions typically identify forward-looking statements, which are generally any statements other than statements of historical fact. Such statements are based on current expectations or views of the future and are subject to risks and uncertainties, which could cause actual results or events to differ materially from those expressed or implied. You should therefore not place undue reliance upon any forward-looking statements and they should be read in conjunction with, and qualified in their entirety by, the cautionary statements referenced below. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Key factors, risks and uncertainties that could cause actual outcomes and results to be different are summarized in filings with the Securities and Exchange Commission, including Exhibit 99 in our Form 10-K, which are available on our website and at www.sec.gov. Additional factors that might affect: a) our packaging segments include product capacity, supply, and demand constraints and fluctuations and changes in consumption patterns; availability/cost of raw materials, equipment, and logistics; competitive packaging, pricing and substitution; changes in climate and weather; footprint adjustments and other manufacturing changes, including the startup of new facilities and lines; failure to achieve synergies, productivity improvements or cost reductions; unfavorable mandatory deposit or packaging laws; customer and supplier consolidation; power and supply chain interruptions; changes in major customer or supplier contracts or loss of a major customer or supplier; inability to pass through increased costs; war, political instability and sanctions, including relating to the situation in Russia and Ukraine and its impact on our supply chain and our ability to operate in Russia and the EMEA region generally; changes in foreign exchange or tax rates; and tariffs, trade actions, or other governmental actions, including business restrictions and shelter-in-place orders in any country or jurisdiction affecting goods produced by us or in our supply chain, including imported raw materials; b) our aerospace segment include funding, authorization, availability and returns of government and commercial contracts; and delays, extensions and technical uncertainties affecting segment contracts; c) the company as a whole include those listed above plus: the extent to which sustainability-related opportunities arise and can be capitalized upon; changes in senior management, succession, and the ability to attract and retain skilled labor; regulatory actions or issues including those related to tax, ESG reporting, competition, environmental, health and workplace safety, including U.S. FDA and other actions or public concerns affecting products filled in our containers, or chemicals or substances used in raw materials or in the manufacturing process; technological developments and innovations; the ability to manage cyber threats; litigation; strikes; disease; pandemic; labor cost changes; inflation; rates of return on assets of the company's defined benefit retirement plans; pension changes; uncertainties surrounding geopolitical events and governmental policies, including policies, orders, and actions related to COVID-19; reduced cash flow; interest rates affecting our debt; and successful or unsuccessful joint ventures, acquisitions and divestitures, including the announced sale of our Russian business, and their effects on our operating results and business generally.

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PART II. OTHER INFORMATION

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Item 1. Legal Proceedings

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There were no events required to be reported under Item 1 for the three months ended June 30, 2022, except as discussed in Note 21 to the consolidated financial statements included within Part I, Item 1 of this report.

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Item 2. Changes in Securities

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The following table summarizes the company’s repurchases of its common stock during the second quarter of 2022.

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Purchases of Securities
($ in millions)Total Number of Shares Purchased (a)AveragePricePaid per****ShareTotal Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms (a)Maximum Number ofShares that May YetBe Purchased Underthe Plans or Programs(b)
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April 1 to April 30, 2022​1,089,586​$85.30​1,089,586​25,803,591
May 1 to May 31, 2022​4,564,534​​70.78​4,564,534​21,239,057
June 1 to June 30, 2022​661,569​​69.18​661,569​20,577,488
Total​6,315,689​​73.12​6,315,689​​
(a)Includes open market purchases (on a trade-date basis), share repurchase agreements and/or shares retained by the company to settle employee withholding tax liabilities.
(b)The company has an ongoing repurchase program for which 50 million shares were authorized for repurchase by Ball’s Board of Directors.

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Item 3. Defaults Upon Senior Securities

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There were no events required to be reported under Item 3 for the three months ended June 30, 2022.

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Item 4. Mine Safety Disclosures

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Not applicable.

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