Ball 10-Q 2022-09-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 10-Q

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☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the Quarterly Period Ended September 30, 2022

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☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Commission file number 001-07349

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BALL CORPORATION

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State of Indiana (State or other jurisdiction of incorporation or organization)	35-0160610 (I.R.S. Employer Identification No.)

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9200 West 108th Circle Westminster**,** CO (Address of registrant’s principal executive office)	80021 (Zip Code)

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Registrant’s telephone number, including area code: 303**/**469-3131

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Securities registered pursuant to section 12(b) of the Act:

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Class	​	Trading Symbol	​	Name of Exchange	​	Outstanding at October 31, 2022
Common Stock, without par value	​	BALL	​	NYSE	​	313,920,150 shares

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer ☒	Accelerated filer ◻
Non-accelerated filer ◻	Smaller reporting company◻
​	Emerging growth company ◻

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

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Ball Corporation

QUARTERLY REPORT ON FORM 10-Q

For the period ended September 30, 2022

INDEX

​	​	Page****Number
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
​	Unaudited Condensed Consolidated Statements of Earnings for the Three and Nine Months Ended September 30, 2022 and 2021	1
​	Unaudited Condensed Consolidated Statements of Comprehensive Earnings (Loss) for the Three and Nine Months Ended September 30, 2022 and 2021	2
​	Unaudited Condensed Consolidated Balance Sheets at September 30, 2022, and December 31, 2021	3
​	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	4
​	Notes to the Unaudited Condensed Consolidated Financial Statements
​	Note 1, Basis of Presentation	5
​	Note 2, Accounting Pronouncements	6
​	Note 3, Business Segment Information	6
​	Note 4, Acquisitions and Dispositions	8
​	Note 5, Revenue from Contracts with Customers	10
​	Note 6, Business Consolidation and Other Activities	11
​	Note 7, Supplemental Cash Flow Statement Disclosures	13
​	Note 8, Receivables, Net	13
​	Note 9, Inventories, Net	14
​	Note 10, Property, Plant and Equipment, Net	14
​	Note 11, Goodwill	14
​	Note 12, Intangible Assets, Net	15
​	Note 13, Other Assets	15
​	Note 14, Leases	15
​	Note 15, Debt	16
​	Note 16, Taxes on Income	17
​	Note 17, Employee Benefit Obligations	17
​	Note 18, Equity and Accumulated Other Comprehensive Earnings (Loss)	18
​	Note 19, Earnings and Dividends Per Share	20
​	Note 20, Financial Instruments and Risk Management	21
​	Note 21, Contingencies	25
​	Note 22, Indemnifications and Guarantees	27
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39
PART II.	OTHER INFORMATION	40

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PART I. FINANCIAL INFORMATION

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BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

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​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,
($ in millions, except per share amounts)	​	2022			2021			2022			2021
​	​	​	​	​	​	​	​	​	​	​	​	​
Net sales	​	$	3,951	​	$	3,553	​	$	11,801	​	$	10,137
​	​	​	​	​	​	​	​	​	​	​	​	​
Costs and expenses	​	​	​	​	​	​	​	​	​	​	​	​
Cost of sales (excluding depreciation and amortization)	​	​	(3,275)	​	​	(2,851)	​	​	(9,736)	​	​	(8,104)
Depreciation and amortization	​	​	(157)	​	​	(175)	​	​	(510)	​	​	(515)
Selling, general and administrative	​	​	(159)	​	​	(148)	​	​	(506)	​	​	(471)
Business consolidation and other activities	​	​	163	​	​	(141)	​	​	(23)	​	​	(136)
​	​	​	(3,428)	​	​	(3,315)	​	​	(10,775)	​	​	(9,226)
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Earnings before interest and taxes	​	​	523	​	​	238	​	​	1,026	​	​	911
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Interest expense	​	​	(79)	​	​	(68)	​	​	(216)	​	​	(201)
Debt refinancing and other costs	​	​	—	​	​	(1)	​	​	(2)	​	​	(1)
Total interest expense	​	​	(79)	​	​	(69)	​	​	(218)	​	​	(202)
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Earnings before taxes	​	​	444	​	​	169	​	​	808	​	​	709
Tax (provision) benefit	​	​	(38)	​	​	2	​	​	(139)	​	​	(146)
Equity in results of affiliates, net of tax	​	​	(12)	​	​	8	​	​	7	​	​	18
Net earnings	​	​	394	​	​	179	​	​	676	​	​	581
Net earnings attributable to noncontrolling interests	​	​	2	​	​	—	​	​	12	​	​	—
Net earnings attributable to Ball Corporation	​	$	392	​	$	179	​	$	664	​	$	581
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Earnings per share:	​	​	​	​	​	​	​	​	​	​	​	​
Basic	​	$	1.25	​	$	0.55	​	$	2.09	​	$	1.78
Diluted	​	$	1.24	​	$	0.54	​	$	2.07	​	$	1.75
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Weighted average shares outstanding: (000s)	​	​	​	​	​	​	​	​	​	​	​	​
Basic	​	​	314,054	​	​	325,876	​	​	317,296	​	​	327,097
Diluted	​	​	317,061	​	​	331,595	​	​	321,222	​	​	332,938
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See accompanying notes to the unaudited condensed consolidated financial statements.

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BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)

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​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,
($ in millions)		2022			2021			2022			2021
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Net earnings	​	$	394	​	$	179	​	$	676	​	$	581
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Other comprehensive earnings (loss):	​	​	​	​	​	​	​	​	​	​	​	​
Currency translation adjustment	​	​	(203)	​	​	(17)	​	​	51	​	​	19
Pension and other postretirement benefits	​	​	(1)	​	​	193	​	​	1	​	​	242
Derivatives designated as hedges	​	​	(129)	​	​	16	​	​	(148)	​	​	122
Total other comprehensive earnings (loss)	​	​	(333)	​	​	192	​	​	(96)	​	​	383
Income tax (provision) benefit	​	​	31	​	​	(48)	​	​	30	​	​	(82)
Total other comprehensive earnings (loss), net of tax	​	​	(302)	​	​	144	​	​	(66)	​	​	301
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Total comprehensive earnings	​	​	92	​	​	323	​	​	610	​	​	882
Comprehensive earnings attributable to noncontrolling interests	​	​	2	​	​	—	​	​	12	​	​	—
Comprehensive earnings attributable to Ball Corporation	​	$	90	​	$	323	​	$	598	​	$	882

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See accompanying notes to the unaudited condensed consolidated financial statements.

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BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

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​	​	​	​	​	​	​
​	​	September 30,		​	December 31,
($ in millions)		2022			2021
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Assets	​	​	​	​	​	​
Current assets	​	​	​	​	​	​
Cash and cash equivalents	​	$	473	​	$	563
Receivables, net	​	​	2,877	​	​	2,560
Inventories, net	​	​	2,201	​	​	1,795
Other current assets	​	​	261	​	​	305
Total current assets	​	​	5,812	​	​	5,223
Noncurrent assets	​	​	​	​	​	​
Property, plant and equipment, net	​	​	6,738	​	​	6,502
Goodwill	​	​	4,119	​	​	4,378
Intangible assets, net	​	​	1,410	​	​	1,688
Other assets	​	​	1,974	​	​	1,923
Total assets	​	$	20,053	​	$	19,714
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Liabilities and Equity	​	​	​	​	​	​
Current liabilities	​	​	​	​	​	​
Short-term debt and current portion of long-term debt	​	$	470	​	$	15
Accounts payable	​	​	4,527	​	​	4,759
Accrued employee costs	​	​	294	​	​	349
Other current liabilities	​	​	898	​	​	830
Total current liabilities	​	​	6,189	​	​	5,953
Noncurrent liabilities	​	​	​	​	​	​
Long-term debt	​	​	8,363	​	​	7,722
Employee benefit obligations	​	​	904	​	​	1,205
Deferred taxes	​	​	569	​	​	665
Other liabilities	​	​	479	​	​	484
Total liabilities	​	​	16,504	​	​	16,029
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Equity	​	​	​	​	​	​
Common stock (682,024,158 shares issued - 2022; 680,944,867 shares issued - 2021)	​	​	1,247	​	​	1,220
Retained earnings	​	​	7,316	​	​	6,843
Accumulated other comprehensive earnings (loss)	​	​	(648)	​	​	(582)
Treasury stock, at cost (368,167,819 shares - 2022; 360,101,024 shares - 2021)	​	​	(4,436)	​	​	(3,854)
Total Ball Corporation shareholders' equity	​	​	3,479	​	​	3,627
Noncontrolling interests	​	​	70	​	​	58
Total equity	​	​	3,549	​	​	3,685
Total liabilities and equity	​	$	20,053	​	$	19,714

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See accompanying notes to the unaudited condensed consolidated financial statements.

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BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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​	​	Nine Months Ended September 30,
($ in millions)		2022			2021
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**Cash Flows from Operating Activitie

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Management’s discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements (consolidated financial statements) and accompanying notes included in Item 1 of this Quarterly Report on Form 10-Q, which include additional information about our accounting policies, practices and the transactions underlying our financial results. The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires us to make estimates and assumptions that affect the reported amounts in our consolidated financial statements and the accompanying notes including various claims and contingencies related to lawsuits, taxes, environmental and other matters arising during the normal course of business. We apply our best judgment, our knowledge of existing facts and circumstances and actions that we may undertake in the future in determining the estimates that affect our consolidated financial statements. We evaluate our estimates on an ongoing basis using our historical experience, as well as other factors we believe appropriate under the circumstances, such as current economic conditions, and adjust or revise our estimates as circumstances change. As future events and their effects cannot be determined with precision, actual results may differ from these estimates. Ball Corporation and its subsidiaries are referred to collectively as “Ball Corporation,” “Ball,” “the company,” “we” or “our” in the following discussion and analysis.

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OVERVIEW

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Business Overview and Industry Trends

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Ball Corporation is one of the world’s leading aluminum packaging suppliers. Our packaging products are produced for a variety of end uses, are manufactured in facilities around the world and are competitive with other substrates, such as plastics and glass. In the aluminum packaging industry, sales and earnings can be increased by reducing costs, increasing prices, developing new products, expanding volumes and making strategic acquisitions. We also provide aerospace and other technologies and services to governmental and commercial customers, including national defense hardware, antenna and video tactical solutions, civil and operational space hardware and system engineering services.

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We sell our aluminum packaging products mainly to large, multinational beverage, personal care and household products companies with which we have developed long-term relationships. This is evidenced by our high customer retention and our large number of long-term supply contracts. While we have a diversified customer base, we sell a significant portion of our packaging products to major companies and brands, as well as to numerous regional customers. The overall global aluminum beverage and aerosol container industries are growing and are expected to continue to grow in the medium to long term. The primary customers for the products and services provided by our aerospace segment are U.S. government agencies or their prime contractors.

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We purchase our raw materials from relatively few suppliers. We also have exposure to inflation, in particular the rising costs of raw materials, as well as other direct cost inputs. We mitigate our exposure to the changes in the costs of aluminum through the inclusion of provisions in contracts covering the majority of our volumes to pass through aluminum price changes, as well as through the use of derivative instruments. The pass through provisions generally result in proportional increases or decreases in sales and costs with a greatly reduced impact, if any, on net earnings; however, there may be timing differences of when the costs are passed through. Because of our customer and supplier concentration, our business, financial condition and results of operations could be adversely affected by the loss, insolvency or bankruptcy of a major customer or supplier or a change in a supply agreement with a major customer or supplier, although our contract provisions generally mitigate the risk of customer loss, and our long-term relationships represent a known, stable customer base.

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The majority of the aerospace business involves work under contracts, generally from one to five years in duration, as a prime contractor or subcontractor for various U.S. government agencies. Intense competition and long operating cycles are key characteristics of the company’s aerospace and defense industry where it is common for work on major programs to be shared among a number of companies. A company competing to be a prime contractor may, upon ultimate award of the contract to a competitor, become a subcontractor for the ultimate prime contracting company.

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Corporate Strategy

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Our Drive for 10 vision encompasses five strategic levers that are key to growing our business and achieving long-term success. Since launching Drive for 10 in 2011, we have made progress on each of the levers as follows:

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	●	Maximizing value in our existing businesses by expanding specialty container production across our global plant network to meet current demand, improving efficiencies and amplifying our sustainability credentials through Aluminum Stewardship Initiative certifications in our global aluminum container and end facilities in North America, South America and Europe; leveraging plant floor and integrated planning systems to reduce costs and manage contractual provisions across our diverse customer base; successfully acquiring and integrating a large global aluminum beverage business and regional aluminum aerosol facility while also divesting underperforming assets; and in the aluminum aerosol business, installing new extruded aluminum aerosol lines in our European, Mexican and Indian facilities while also implementing cost-out and value-in initiatives across all of our businesses;

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

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

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	●	Broadening our geographic reach with our acquisition of Rexam and our new investments in beverage manufacturing facilities in the United States, Brazil, Paraguay, Spain, Mexico, Myanmar and Panama, as well as extruded aluminum aerosol manufacturing facilities in India and Brazil, and the successful start-up of our aluminum cups business in the U.S.; and

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	●	Leveraging our technological expertise in packaging innovation, including the introduction of our new proprietary, brandable lightweight aluminum cup and providing next-generation aluminum bottle-shaping technologies and the increased production of lightweight ReAl® containers, which utilize technology that increases the strength of aluminum used in the manufacturing process while lightweighting the can by up to 30 percent over a standard aluminum aerosol can, as well as our investment in cyber, data analytics methane monitoring, 5G and Light Detection and Ranging (LIDAR) capabilities to further enhance our aerospace technical expertise across a broader customer portfolio.

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These ongoing business developments help us stay close to our customers while expanding and/or sustaining our industry positions and global reach with major beverage, personal care, household products and aerospace customers. In order to successfully execute our strategy and reach our goals, we realize the importance of excelling in the following areas: customer focus, operational excellence, innovation and business development, people and culture focus and sustainability.

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RESULTS OF CONSOLIDATED OPERATIONS

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Management’s discussion and analysis for our results of operations on a consolidated and segment basis include a quantification of factors that had a material impact. Other factors that did not have a material impact, but that are significant to understand the results, are qualitatively described.

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Russia

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The current global business environment is being impacted directly and indirectly by the effects of the Russian invasion of Ukraine. Ball has sold its aluminum beverage packaging business located in Russia and has suspended future investments in Russia. Ball is monitoring the geopolitical situation following Russia’s invasion of Ukraine and may experience increased costs for inputs such as energy and transportation due in part to the negative impact of the Russia-Ukraine war on the global economy. The ongoing war continues to have the potential to increase Ball’s vulnerabilities in its global business to near-term and severe impacts and it is not possible to accurately predict all future impacts of the invasion. As such, Russia’s invasion of Ukraine and the resulting effects have the potential to impact significant estimates used by Ball in the preparation of its consolidated financial statements, which could result in additional impairments. See Note 1 and Note 4 for additional discussion.

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Novel Coronavirus (COVID-19)

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The ongoing novel coronavirus (COVID-19) pandemic had a material effect upon the global business environment during the nine months ended September 30, 2022 and the year ended December 31, 2021. Ball provides key products and services to the consumer beverage and household markets and the U.S. aerospace markets and, consequently, the operations of Ball and of its principal customers and suppliers have been designated as essential across our key markets. This designation allows Ball to continue operations in its facilities without disruption in the foreseeable future. However, some jurisdictions around the globe continue to have various restrictions, which have impacted certain of our customers by constraining some supply of products to certain consumers. The risks that COVID-19 and its related variants continue to present to Ball’s business have been outlined in Note 1 of these consolidated financial statements and within Item 1. Risk Factors in the company’s 2021 Annual Report on Form 10-K filed on February 16, 2022.

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Consolidated Sales and Earnings

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​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,					​
($ in millions)		2022			2021			2022			2021		​
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Net sales	​	$	3,951	​	$	3,553	​	$	11,801	​	$	10,137	​
Net earnings attributable to Ball Corporation	​	​	392	​	​	179	​	​	664	​	​	581	​
Net earnings attributable to Ball Corporation as a % of net sales	​	​	10	%	​	5	%	​	6	%	​	6	%

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Sales in the three and nine months ended September 30, 2022, increased compared to the same periods in 2021 primarily due to the pass-through of higher aluminum prices, pass-through of inflationary costs, increased volumes and price/mix, partially offset by currency translation.

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Net earnings attributable to Ball Corporation for the three months ended September 30, 2022, increased compared to the same period in 2021 primarily due to the gain on sale of Ball’s Russian aluminum beverage packaging business, pension settlements charges in 2021 that did not recur in 2022, higher volumes, price/mix and lower depreciation expense, partially offset by increased manufacturing and inflationary costs and higher taxes on earnings. Net earnings attributable to Ball Corporation for the nine months ended September 30, 2022, increased compared to the same period in 2021 primarily due to the gain on sale of our remaining equity investment in Ball Metalpack, pension settlement charges in 2021 that did not recur in 2022, higher volumes, price/mix, lower depreciation expense and lower taxes on earnings, partially offset by increased manufacturing and inflationary costs and net charges from impairment of Russian long-lived assets and the gain from the sale of Ball’s Russian aluminum beverage packaging business.

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Cost of Sales (Excluding Depreciation and Amortization)

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Cost of sales, excluding depreciation and amortization, was $3,275 million and $2,851 million for the three months ended September 30, 2022 and 2021, respectively, and $9,736 million and $8,104 million for the nine months ended September 30, 2022 and 2021, respectively. These amounts represented 83 percent of consolidated net sales for the three months and nine month ended September 30, 2022, and 80 percent of consolidated net sales for the three and nine months ended September 30, 2021.

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Depreciation and Amortization

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Depreciation and amortization expense was $157 million and $175 million for the three months ended September 30, 2022 and 2021, respectively, and $510 million and $515 million for the nine months ended September 30, 2022 and 2021, respectively. These amounts represented 4 percent of consolidated net sales for the three months and nine months ended September 30, 2022, and 5 percent of consolidated net sales for the three months and nine months ended September 30, 2021. The decrease compared to the same periods of 2021 is primarily due to revised estimated useful lives of the company’s manufacturing equipment, buildings and certain assembly and test equipment, as well as the impairment and ultimate sale of the Russia aluminum beverage packaging business. See Note 10 of these of these consolidated financial statements for additional discussion of the reduction in depreciation resulting from the revised estimated useful lives.

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Selling, General and Administrative

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Selling, general and administrative (SG&A) expenses were $159 million and $148 million for the three months ended September 30, 2022 and 2021, respectively, and $506 million and $471 million for the nine months ended September 30, 2022 and 2021, respectively. These amounts represented 4 percent of consolidated net sales for the three months and nine months ended September 30, 2022, respectively, and 4 percent and 5 percent of consolidated net sales for the three months and nine months ended September 30, 2021, respectively.

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Business Consolidation Costs and Other Activities

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Business consolidation and other activities were income of $163 million and charges of $141 million for the three months ended September 30, 2022 and 2021, respectively, and charges of $23 million and charges of $136 million for the nine months ended September 30, 2022 and 2021, respectively. The amounts in the three months ended September 30, 2022, include the gain on sale of Ball’s Russian aluminum beverage packaging business, facility shutdown costs and charges for employee severance and benefits related to cost-out activities. The amounts in the nine months ended September 30, 2022, include the amounts generated in the three months ended September 30, 2022, as well as charges for impairment losses on Russia’s long-lived asset group, gains related to the sale of Ball’s remaining equity method investment in Ball Metalpack, charges related to a dispute with a regional customer in Brazil and a charge related to the donation to The Ball Foundation. See Note 6 of these of these consolidated financial statements.

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Interest Expense

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Total interest expense was $79 million and $69 million for the three months ended September 30, 2022 and 2021, respectively, and $218 million and $202 million for the nine months ended September 30, 2022 and 2021, respectively. Interest expense, excluding the effect of debt refinancing and other costs, as a percentage of average borrowings increased approximately 10 basis points from 3.4 percent for the three months ended September 30, 2021 to 3.5 percent for the three months ended September 30, 2022, and decreased approximately 10 basis points from 3.4 percent for the nine months ended September 30, 2021 to 3.3 percent for the nine months ended September 30, 2022.

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Income Taxes

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The effective tax rate for the three months and nine months ended September 30, 2022, was 8.6 percent and 17.2 percent respectively, compared to negative 1.2 percent and 20.6 percent for the same periods in 2021.

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The increase of 9.8 percentage points for the three months ended September 30, 2022, was primarily due to lower income before taxes in 2021, and less tax benefits for federal tax credits and share-based compensation in 2022. Similar impacts may occur in future periods, but given their inherent uncertainty, the company is unable to reasonably estimate their potential future impacts. This was partially offset by the impact of the sale of the company’s Russian aluminum beverage packaging business during the third quarter of 2022. This change is not expected to impact tax expense in future periods.

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The decrease of 3.4 percentage points for the nine months ended September 30, 2022, was primarily due to the 2021 revaluation of U.K. deferred taxes due to a rate change, which was partially offset by less tax benefits for federal tax credits and share-based compensation in 2022. Similar impacts may occur in future periods, but given their inherent uncertainty, the company is unable to reasonably estimate their potential future impacts. The decrease is also driven by the impact of the sale of the company’s Russian aluminum beverage packaging business during the third quarter of 2022, which was partially offset by the establishment of a valuation allowance against related net deferred tax assets during the second quarter of 2022. These changes are not expected to impact tax expense in future periods.

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RESULTS OF BUSINESS SEGMENTS

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Segment Results

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

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Beverage Packaging, North and Central America

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​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,					​
($ in millions)	​	2022			2021			2022			2021
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Net sales	​	$	1,800	​	$	1,519	​	$	5,184	​	$	4,339	​
Comparable operating earnings	​	​	205	​	​	186	​	​	543	​	​	519	​
Comparable operating earnings as a % of segment net sales	​	​	11	%	​	12	%	​	10	%	​	12	%

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In the third quarter of 2022, Ball announced the future closure of its aluminum beverage can manufacturing facilities in Phoenix, Arizona, and St. Paul, Minnesota, which are expected to cease production in the fourth quarter of 2022, and the first quarter of 2023, respectively.

​

Segment sales for the three and nine months ended September 30, 2022, were $281 million higher and $845 million higher, respectively, compared to the same periods in 2021. The increase for the three and nine months ended September 30, 2022, was primarily due to the pass-through of higher aluminum prices and increased volumes.

​

Comparable operating earnings for the three and nine months ended September 30, 2022, were $19 million higher and $24 million higher, respectively, compared to the same periods in 2021. The increase for the three and nine months ended September 30, 2022, was primarily due to increased volumes, favorable contractual terms, lower depreciation expense and cost pass throughs, partially offset by the impact of higher manufacturing and inflationary costs and unfavorable customer mix.

​

Beverage Packaging, EMEA

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,					​
($ in millions)		2022			2021			2022			2021
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net sales	​	$	1,031	​	$	937	​	$	3,106	​	$	2,639	​
Comparable operating earnings	​	​	82	​	​	125	​	​	311	​	​	349	​
Comparable operating earnings as a % of segment net sales	​	​	8	%	​	13	%	​	10	%	​	13	%

​

Segment sales for the three and nine months ended September 30, 2022, were $94 million higher and $467 million higher, respectively, compared to the same periods in 2021. The increase for the three and nine months ended September 30, 2022, was primarily due to increased volumes and the pass through of higher aluminum prices, partially offset by currency translation and the sale of the Russian aluminum beverage packaging business.

​

Comparable operating earnings for the three and nine months ended September 30, 2022, were $43 million lower and $38 million lower compared to the same periods in 2021 primarily due to currency translation, the impact of higher inflation, energy costs and supply chain disruptions across the region and the sale of the Russian aluminum beverage packaging business, partially offset by volume growth and lower depreciation expense.

​

During the third quarter of 2022, and as a result of the Russian invasion of Ukraine, the company sold its Russian business composed of three manufacturing facilities for total cash consideration of $530 million. The historical operations and results of the Russian aluminum packaging business, including the gain on sale, are included in the beverage packaging, EMEA segment. See Note 4 of these consolidated financial statements for additional discussion regarding the sale and its impact to Ball’s financial results.

​

For a summary of the results of the Russian aluminum packaging business and the non-Russian components of the beverage packaging, EMEA, segment, for the three and nine months ended September 30, 2022 and 2021, please see below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,
($ in millions)		2022			2021			2022			2021
​	​	​	​	​	​	​	​	​	​	​	​	​
Net sales	​	​	​	​	​	​	​	​	​	​	​	​
Russia	​	$	173	​	$	163	​	$	554	​	$	440
Non-Russia	​	​	858	​	​	774	​	​	2,552	​	​	2,199
Beverage packaging, EMEA, segment	​	$	1,031	​	$	937	​	$	3,106	​	$	2,639
​	​	​	​	​	​	​	​	​	​	​	​	​
Comparable operating earnings	​	​	​	​	​	​	​	​	​	​	​	​
Russia	​	$	14	​	$	34	​	$	86	​	$	97
Non-Russia	​	​	68	​	​	91	​	​	225	​	​	252
Beverage packaging, EMEA, segment	​	$	82	​	$	125	​	$	311	​	$	349

​

Net sales and comparable operating earnings for the Russian aluminum packaging business for the three months ended December 31, 2021, was $154 million and $31 million, respectively, and the same figures for the year ended December 31, 2021, were $594 million and $129 million, respectively, $156 million and $32 million for the three months ended March 31, 2022, respectively, and $226 million and $40 million for the three months ended June 30, 2022, respectively. Net sales and comparable operating earnings for the non-Russian components of the beverage packaging, EMEA, segment for the three months ended December 31, 2021, were $716 million and $72 million, respectively, and the same figures were $2.9 billion and $323 million for the year ended December 31, 2021, respectively, $786 million and $68 million for the three months ended March 31, 2022, respectively, and $907 million and $89 million for the three months ended June 30, 2022, respectively. The Russian sales and comparable operating earnings figures in the above tables include historical support by Russia for non-Russian regions. See Note 4 for further details of the Russian disposal.

​

Beverage Packaging, South America

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,					​
($ in millions)		2022			2021			2022			2021
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net sales	​	$	466	​	$	462	​	$	1,494	​	$	1,401	​
Comparable operating earnings	​	​	67	​	​	74	​	​	197	​	​	245	​
Comparable operating earnings as a % of segment net sales	​	​	14	%	​	16	%	​	13	%	​	17	%

​

In the third quarter of 2022, the company ceased production at its Santa Cruz, Brazil, beverage can manufacturing facility.

​

Segment sales for the three and nine months ended September 30, 2022, were $4 million higher and $93 million higher, respectively, compared to the same periods in 2021. The increase for the three months ended September 30, 2022, was primarily due to the contractual pass through of higher aluminum costs and regional price/mix, partially offset by lower revenue recognition volumes. The increase for the nine months ended September 30, 2022, was primarily due to the pass through of higher aluminum prices and price/mix, partially offset by lower volumes.

​

Comparable operating earnings for the three and nine months ended September 30, 2022, were $7 million lower and $48 million lower, respectively, compared to the same periods in 2021. The decrease for the three months ended September 30, 2022, was primarily due to unfavorable regional customer/product mix and fixed cost absorption in Brazil, partially offset by lower depreciation expense. The decrease for the nine months ended September 30, 2022, was primarily due to lower volumes, unfavorable regional customer/product mix in Brazil and fixed cost absorption, partially offset by the contractual pass through of costs and lower depreciation expense.

​

Aerospace

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,					​
($ in millions)		2022			2021			2022			2021
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net sales	​	$	477	​	$	498	​	$	1,471	​	$	1,381	​
Comparable operating earnings	​	​	47	​	​	46	​	​	126	​	​	115	​
Comparable operating earnings as a % of segment net sales	​	​	10	%	​	9	%	​	9	%	​	8	%

​

Segment sales for the three and nine months ended September 30, 2022, were $21 million lower and $90 million higher, respectively, compared to the same periods in 2021, and comparable operating earnings for the three and nine months ended September 30, 2022, were $1 million higher and $11 million higher, respectively, compared to the same periods in 2021. The lower sales for the three months ended September 30, 2022, were primarily due to subcontract timing, partially offset by higher indirect rates and program profit accrual mix. The higher sales for the nine months ended September 30, 2022, were primarily due to the company’s new program wins and higher indirect rates. The higher earnings for the three and nine months ended September 30, 2022, were primarily due to the company’s new program wins and program performance.

​

The aerospace sales contract mix for the nine months ended September 30, 2022, consisted of 42 percent cost-type contracts, which are billed at our costs plus an agreed upon and/or earned profit component, and 55 percent fixed-price contracts. The remaining sales were for time and materials contracts. Backlog was $3 billion and $2.5 billion at September 30, 2022, and December 31, 2021, respectively. The backlog at September 30, 2022, consisted of 34 percent cost-type contracts. Comparisons of backlog are not necessarily indicative of the trend of future operations due to the nature of varying delivery and milestone schedules on contracts, timing variances in program funding and the uncertain timing of future contract awards.

​

Management Performance Measures

​

Management internally uses various financial measures to evaluate company performance such as comparable operating earnings (earnings before interest, taxes and business consolidation and other non-comparable costs); comparable net earnings (earnings before business consolidation costs and other non-comparable costs after tax); comparable diluted earnings per share (comparable net earnings divided by diluted weighted average shares outstanding); return on average invested capital (net operating earnings after tax over the relevant performance period divided by average invested capital over the same period); economic value added (EVA®) dollars (net operating earnings after tax less a capital charge on average invested capital employed); earnings before interest and taxes (EBIT); earnings before interest, taxes, depreciation and amortization (EBITDA); and diluted earnings per share. In addition, management uses operating cash flows as a measure to evaluate the company’s liquidity. We believe this information is also useful to investors as it provides insight into the earnings and cash flow criteria management uses to make strategic decisions. These financial measures may be adjusted at times for items that affect comparability between periods, including business consolidation costs and other non-comparable items.

​

Nonfinancial measures used in the packaging businesses include production efficiency and spoilage rates; quality control figures; environmental, health and safety statistics; production and sales volumes; asset utilization rates and measures of sustainability. Additional measures used to evaluate financial performance in the aerospace segment include contract revenue realization, award and incentive fees realized, proposal win rates and backlog. References to sales volume data represent units shipped.

​

Many of the above noted financial measurements are presented on a non-U.S. GAAP basis and should be considered in connection with the consolidated financial statements included within Item 1 of this report. Non-U.S. GAAP measures should not be considered in isolation and should not be considered superior to, or a substitute for, financial measures calculated in accordance with U.S. GAAP. A presentation of earnings in accordance with U.S. GAAP is available in Item 1 of this report.

​

NEW ACCOUNTING PRONOUNCEMENTS

​

For information regarding recent accounting pronouncements, see Note 2 to the consolidated financial statements included within Item 1 of this report on Form 10-Q.

​

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

​

Cash Flows and Capital Expenditures

​

Our primary sources of liquidity are cash provided by operating activities and external borrowings. We believe that cash flows from operating activities and cash provided by short-term, long-term and committed revolver borrowings, when necessary, will be sufficient to meet our ongoing operating requirements, scheduled principal and interest payments on debt, dividend payments, anticipated share repurchases and anticipated capital expenditures. The following table summarizes our cash flows:

​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
($ in millions)		2022			2021
​	​	​	​	​	​	​
Cash flows provided by (used in) operating activities	​	$	(224)	​	$	876
Cash flows provided by (used in) investing activities	​	​	(452)	​	​	(1,104)
Cash flows provided by (used in) financing activities	​	​	623	​	​	327

​

Cash flows used in operating activities were $224 million in 2022, primarily driven by working capital outflows of $1.1 billion and pension contributions of $113 million, partially offset by cash generated from net earnings before depreciation and amortization, excluding gains related to the sales of our Russian aluminum beverage packaging business and of our remaining equity method investment in Ball Metalpack. In comparison to the same period in 2021, and after adjusting for the impact of capital expenditures, our working capital movements reflect an increase in days sales outstanding of 5 days, an increase in inventory days on hand of 7 days and a decrease in days payable outstanding of 14 days for the nine months ended September 30, 2022.

​

Cash flows used in investing activities were $452 million in 2022 primarily driven by $1.3 billion of capital expenditures, partially offset by $298 million received for the sale of our remaining equity method investment in Ball Metalpack and $455 million net cash received for the sale of our Russian beverage packaging business. See Note 4 for additional discussion.

​

Cash flows provided by financing activities were $623 million in 2022 driven primarily by net borrowings of $1.4 billion from our short-term and long-term credit facilities, partially offset by net share purchases of $592 million and common stock dividends of $191 million. See Note 15 for further details on the company’s borrowings and credit agreement amendment.

​

We have entered into several regional committed and uncommitted accounts receivable factoring programs with various financial institutions for certain of our receivables. The programs are accounted for as true sales of the receivables, without recourse to Ball, and had combined limits of approximately $2 billion and $1.7 billion at September 30, 2022 and December 31, 2021, respectively. A total of $638 million and $308 million were available for sale under such programs as of September 30, 2022, and December 31, 2021, respectively.

Contributions to the company’s defined benefit pension plans were $113 million in the first nine months of 2022 compared to $203 million in the same period of 2021, and such contributions are expected to be approximately $127 million for the full year of 2022. This estimate may change based on changes to the U.S. Pension Protection Act and actual returns achieved on plan assets, among other factors.

​

The company has approximately $1.2 billion of capital expenditures for property, plant and equipment contractually

committed as of September 30, 2022, and intends to return approximately $840 million to shareholders in the form of share repurchases and dividends for the full year 2022, inclusive of the cash dividend of 20 cents per share, payable December 15, 2022, to shareholders of record as of December 1, 2022.

​

As of September 30, 2022, approximately $409 million of our cash was held outside of the U.S. In the event we need to utilize any of the cash held outside the U.S. for purposes within the U.S., there are no material legal or other economic restrictions regarding the repatriation of cash from any of the countries outside the U.S. where we have cash. Management believes the company’s U.S. operating cash flows and cash on hand, together with its availability under long-term, revolving credit facilities, uncommitted short-term credit facilities and committed and uncommitted accounts receivable factoring programs, will be sufficient to meet the cash requirements of the U.S. portion of our ongoing operations, scheduled principal and interest payments on U.S. debt, dividend payments, capital expenditures and other U.S. cash requirements. If non-U.S. funds are needed for our U.S. cash requirements and we are unable to provide the funds through intercompany financing arrangements, we would be required to repatriate funds from non-U.S. locations where the company has previously asserted indefinite reinvestment of funds outside the U.S.

​

Based on its indefinite reinvestment assertion, the company has not provided deferred taxes on earnings in certain non-U.S. subsidiaries because such earnings are intended to be indefinitely reinvested in its international operations. It is not practical to estimate the additional taxes that may become payable if these earnings were remitted to the U.S.

​

Share Repurchases

​

The company’s share repurchases, net of issuances, totaled $592 million during the nine months ended September 30, 2022, compared to $325 million of repurchases, net of issuances, during the same period of 2021. The company’s share repurchases are completed using cash on hand, cash provided by operating activities and available borrowings.

​

In the second quarter of 2022, in a privately negotiated transaction, Ball entered into an accelerated share repurchase agreement to buy $300 million of its common shares using cash on hand and available borrowings. In the third quarter of 2022, Ball settled the agreement and received a total of 4.34 million shares with the average price per share paid of $69.06.

​

Debt Facilities and Refinancing

​

Given our cash flow projections and unused credit facilities that are available until June 2027, our liquidity is strong and is expected to meet our ongoing cash and debt service requirements. Total interest-bearing debt of $8.9 billion and $7.8 billion was outstanding at September 30, 2022, and December 31, 2021, respectively.

​

In the second quarter of 2022, the company completed the closing of its new revolving and term loan senior secured credit facilities that refinance its existing senior secured credit facilities entered into in 2019. The company’s senior credit facilities include long-term multi-currency revolving facilities that mature in June 2027, which provide the company with up to the U.S. dollar equivalent of $1.75 billion. At September 30, 2022, taking into account outstanding letters of credit, $1.5 billion was available under the company’s long-term, revolving credit facilities. In addition to these facilities, the company had approximately $1.2 billion of short-term uncommitted credit facilities available at September 30, 2022, of which $467 million was outstanding and due on demand. At December 31, 2021, the company had $12 million outstanding under short-term uncommitted credit facilities.

​

While ongoing financial and economic conditions in certain areas may raise concerns about credit risk with counterparties to derivative transactions, the company mitigates its exposure by allocating the risk among various counterparties and limiting exposure to any one party. We also monitor the credit ratings of our suppliers, customers, lenders and counterparties on a regular basis.

​

Some of Ball’s agreements use LIBOR in determining interest rates. The company is currently evaluating the impact that the transition from its LIBOR-based interest rate agreements to SOFR-based interest rate agreements will have on its consolidated financial statements. Based on our current understanding, the LIBOR to SOFR transition is not expected to have a material impact on our financial condition, results of operations or cash flows.

​

We were in compliance with all loan agreements at September 30, 2022, and we have met all debt payment obligations. The U.S. note agreements and bank credit agreement contain certain restrictions relating to dividends, investments, financial ratios, guarantees and the incurrence of additional indebtedness. The most restrictive of our debt covenants requires us to maintain a leverage ratio (as defined) of no greater than 5.0 times, which will change to 4.5 times as of September 30, 2025. As of September 30, 2022, the company could borrow up to its limits available under the company’s long-term multi-currency committed revolving facilities and short-term uncommitted credit facilities without violating our existing debt covenants. Additional details regarding our debt are available in Note 15 accompanying the consolidated financial statements within Item 1 of this report.

​

CONTINGENCIES, INDEMNIFICATIONS AND GUARANTEES

​

Details about the company’s contingencies, indemnifications and guarantees are available in Note 21 and Note 22 accompanying the consolidated financial statements included within Item 1 of this report. The company is routinely subject to litigation incidental to operating its businesses and has been designated by various federal and state environmental agencies as a potentially responsible party, along with numerous other companies, for the clean-up of several hazardous waste sites, including in respect of sites related to alleged activities of certain former Rexam subsidiaries. The company believes the matters identified will not have a material adverse effect upon its liquidity, results of operations or financial condition.

​

Guaranteed Securities

​

The company’s senior notes are guaranteed on a full and unconditional, joint and several bases by the issuer of the company’s senior notes and the subsidiaries that guarantee the notes (the obligor group). The entities that comprise the obligor group are 100 percent owned by the company. As described in the supplemental indentures governing the company’s existing senior notes, the senior notes are guaranteed by any of the company’s domestic subsidiaries that guarantee any other indebtedness of the company.

​

The following summarized financial information relates to the obligor group as of September 30, 2022, and December 31, 2021. Intercompany transactions, equity investments and other intercompany activity between obligor group subsidiaries have been eliminated from the summarized financial information. Investments in subsidiaries not forming part of the obligor group have also been eliminated.

​

​	​	​	​	​	​	​
​	​	Nine Months Ended		​	Year Ended
($ in millions)	​	September 30, 2022			December 31, 2021
​	​	​	​	​	​	​
Net sales	​	$	7,630	​	$	8,083
Gross profit (a)	​	​	819	​	​	910
Net earnings	​	​	610	​	​	432
Net earnings attributable to Ball Corporation	​	​	610	​	​	432

(a)	Gross profit is shown after depreciation and amortization related to cost of sales of $195 million for the nine months ended September 30, 2022, and $210 million for the year ended December 31, 2021.

​

For the nine months ended September 30, 2022, and the year ended December 31, 2021, the obligor group recorded the following transactions with other subsidiary companies: sales to them of $1.1 billion and $803 million, respectively, net credits from them of $18 million, and net interest income from them of $248 million and $337 million, respectively. The obligor group received dividends from other subsidiary companies of $18 million and $269 million, during the nine months ended September 30, 2022, and the year ended December 31, 2021, respectively.

​

​	​	​	​	​	​	​
​	​	September 30,		​	December 31,
($ in millions)		2022			2021
​	​	​	​	​	​	​
Current assets	​	$	2,855	​	$	2,575
Noncurrent assets	​	​	15,612	​	​	14,818
Current liabilities	​	​	5,695	​	​	5,067
Noncurrent liabilities	​	​	11,616	​	​	10,989

​

Included in the amounts disclosed in the tables above, at September 30, 2022, and December 31, 2021, the obligor group held receivables due from other subsidiary companies of $454 million and $436 million, respectively, long-term notes receivable due from other subsidiary companies of $9.6 billion and $9.2 billion, respectively, payables due to other subsidiary companies of $2.5 billion and $2 billion, respectively, and long-term notes payable due to other subsidiary companies of $2.2 billion and $2 billion, respectively.

​

A description of the terms and conditions of the company’s debt guarantees is located in Note 22 of Item 1 of this report.

​

​

In the ordinary course of business, the company employs established risk management policies and procedures, which seek to reduce our exposure to fluctuations in commodity prices, interest rates, exchange currencies and prices of the company’s common stock in regard to common share repurchases and the company’s deferred compensation stock plan, although there can be no assurance that these policies and procedures will be successful. The company mitigates its exposure by spreading the risk among various counterparties, thus limiting exposure with any one party. The company also monitors the credit ratings of its suppliers, customers, lenders and counterparties on a regular basis. Further details are available in Item 7A within Ball’s 2021 Annual Report on Form 10-K filed on February 16, 2022, and in Note 20 accompanying the consolidated financial statements included within Item 1 of this report.

​

​

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 third quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

​

FORWARD-LOOKING STATEMENTS

​

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. Ball 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 Ball’s Form 10-K, which are available on Ball’s website and at www.sec.gov. Additional factors that might affect: a) Ball’s 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 Ball’s supply chain and its ability to operate in Europe, the Middle East and Africa regions 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 Ball or in its supply chain, including imported raw materials; b) Ball’s aerospace segment include funding, authorization, availability and returns of government and commercial contracts; and delays, extensions and technical uncertainties affecting segment contracts; c) Ball 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, environmental, social and governance reporting, competition, environmental, health and workplace safety, including U.S. Federal Drug Administration and other actions or public concerns affecting products filled in Ball’s 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 Ball’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 Ball’s debt; and successful or unsuccessful joint ventures, acquisitions and divestitures, and their effects on Ball’s operating results and business generally.

​

PART II. OTHER INFORMATION

​

Item 1. Legal Proceedings

​

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

​

​

​

​

There were no changes required to be reported under Item 1A for the three months ended September 30, 2022.

​

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

​

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

​

​	​	​	​	​	​	​	​	​	​
Purchases of Securities
($ in millions)		Total Number of Shares Purchased (a)		AveragePricePaid per****Share			Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms (a)		Maximum Number ofShares that May YetBe Purchased Underthe Plans or Programs(b)
​	​	​	​	​	​	​	​	​	​
July 1 to July 31, 2022	​	229,014	​	$	62.14	​	229,014	​	20,348,474
August 1 to August 31, 2022	​	391,464	​	​	58.39	​	391,464	​	19,957,010
September 1 to September 30, 2022	​	300,000	​	​	57.08	​	300,000	​	19,657,010
Total	​	920,478	​	​	58.89	​	920,478	​	​

(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.

​

Item 3. Defaults Upon Senior Securities

​

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

​

Item 4. Mine Safety Disclosures

​

Not applicable.

​

​

There were no events required to be reported under Item 5 for the three months ended September 30, 2022.

​

​

​	​	​
12	​	Obligor group subsidiaries of Ball Corporation
​	​	​
31.1		Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) by Daniel W. Fisher, President and Chief Executive Officer of Ball Corporation.
​	​	​
31.2	​	Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) by Scott C. Morrison, Executive Vice President and Chief Financial Officer of Ball Corporation.
​	​	​
32.1	​	Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code by Daniel W. Fisher, President and Chief Executive Officer of Ball Corporation.
​	​	​
32.2	​	Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code by Scott C. Morrison, Executive Vice President and Chief Financial Officer of Ball Corporation.
​	​	​
99	​	Cautionary statement for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended.
​	​	​
101.INS	​	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
​	​	​
101.SCH	​	Inline XBRL Taxonomy Extension Schema Document.
​	​	​
101.CAL	​	Inline XBRL Taxonomy Extension Calculation Linkbase Document
​	​	​
101.DEF	​	Inline XBRL Taxonomy Extension Definitions Linkbase Document
​	​	​
101.LAB	​	Inline XBRL Taxonomy Extension Label Linkbase Document
​	​	​
101.PRE	​	Inline XBRL Taxonomy Extension Presentation Linkbase Document
​	​	​
104	​	The cover page of the company’s quarterly report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL (contained in Exhibit 101), the: (i) Unaudited Condensed Consolidated Statement of Earnings, (ii) Unaudited Statement of Comprehensive Earnings (Loss), (iii) Unaudited Condensed Consolidated Balance Sheet, (iv) Unaudited Condensed Consolidated Statement of Cash Flows and (v) Notes to the Unaudited Condensed Consolidated Financial Statements.

​

​

​

SIGNATURE

​

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

​

Ball Corporation
(Registrant)
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By:	/s/ Scott C. Morrison	​
​	Scott C. Morrison	​
​	Executive Vice President and Chief Financial Officer	​
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Date:	November 3, 2022	​

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