Ball 10-Q 2023-09-30

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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, 2023

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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 30, 2023
Common Stock, without par value	​	BALL	​	NYSE	​	315,301,214 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, 2023

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, 2023 and 2022	1
​	Unaudited Condensed Consolidated Statements of Comprehensive Earnings (Loss) for the Three and Nine Months Ended September 30, 2023 and 2022	2
​	Unaudited Condensed Consolidated Balance Sheets at September 30, 2023, and December 31, 2022	3
​	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	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	11
​	Note 8. Receivables, Net	12
​	Note 9. Inventories, Net	12
​	Note 10. Property, Plant and Equipment, Net	13
​	Note 11. Goodwill	13
​	Note 12. Intangible Assets, Net	13
​	Note 13. Other Assets	14
​	Note 14. Leases	14
​	Note 15. Debt	15
​	Note 16. Taxes on Income	15
​	Note 17. Employee Benefit Obligations	16
​	Note 18. Equity and Accumulated Other Comprehensive Earnings (Loss)	17
​	Note 19. Earnings and Dividends Per Share	19
​	Note 20. Financial Instruments and Risk Management	20
​	Note 21. Contingencies	24
​	Note 22. Indemnifications and Guarantees	26
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
PART II.	OTHER INFORMATION	39

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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)	​	2023			2022			2023			2022
​	​	​	​	​	​	​	​	​	​	​	​	​
Net sales	​	$	3,571	​	$	3,951	​	$	10,626	​	$	11,801
​	​	​	​	​	​	​	​	​	​	​	​	​
Costs and expenses	​	​	​	​	​	​	​	​	​	​	​	​
Cost of sales (excluding depreciation and amortization)	​	​	(2,894)	​	​	(3,275)	​	​	(8,655)	​	​	(9,736)
Depreciation and amortization	​	​	(173)	​	​	(157)	​	​	(509)	​	​	(510)
Selling, general and administrative	​	​	(132)	​	​	(159)	​	​	(428)	​	​	(506)
Business consolidation and other activities	​	​	(47)	​	​	163	​	​	(61)	​	​	(23)
​	​	​	(3,246)	​	​	(3,428)	​	​	(9,653)	​	​	(10,775)
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Earnings before interest and taxes	​	​	325	​	​	523	​	​	973	​	​	1,026
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Interest expense	​	​	(122)	​	​	(79)	​	​	(350)	​	​	(216)
Debt refinancing and other costs	​	​	—	​	​	—	​	​	—	​	​	(2)
Total interest expense	​	​	(122)	​	​	(79)	​	​	(350)	​	​	(218)
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Earnings before taxes	​	​	203	​	​	444	​	​	623	​	​	808
Tax (provision) benefit	​	​	(2)	​	​	(38)	​	​	(79)	​	​	(139)
Equity in results of affiliates, net of tax	​	​	3	​	​	(12)	​	​	13	​	​	7
Net earnings	​	​	204	​	​	394	​	​	557	​	​	676
Net earnings attributable to noncontrolling interests	​	​	1	​	​	2	​	​	4	​	​	12
Net earnings attributable to Ball Corporation	​	$	203	​	$	392	​	$	553	​	$	664
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Earnings per share:	​	​	​	​	​	​	​	​	​	​	​	​
Basic	​	$	0.64	​	$	1.25	​	$	1.76	​	$	2.09
Diluted	​	$	0.64	​	$	1.24	​	$	1.74	​	$	2.07
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Weighted average shares outstanding: (000s)	​	​	​	​	​	​	​	​	​	​	​	​
Basic	​	​	314,983	​	​	314,054	​	​	314,596	​	​	317,296
Diluted	​	​	317,296	​	​	317,061	​	​	316,938	​	​	321,222
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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)		2023			2022			2023			2022
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Net earnings	​	$	204	​	$	394	​	$	557	​	$	676
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Other comprehensive earnings (loss):	​	​	​	​	​	​	​	​	​	​	​	​
Currency translation adjustment	​	​	(40)	​	​	(203)	​	​	18	​	​	51
Pension and other postretirement benefits	​	​	(1)	​	​	(1)	​	​	8	​	​	1
Derivatives designated as hedges	​	​	(30)	​	​	(129)	​	​	14	​	​	(148)
Total other comprehensive earnings (loss)	​	​	(71)	​	​	(333)	​	​	40	​	​	(96)
Income tax (provision) benefit	​	​	11	​	​	31	​	​	(3)	​	​	30
Total other comprehensive earnings (loss), net of tax	​	​	(60)	​	​	(302)	​	​	37	​	​	(66)
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Total comprehensive earnings	​	​	144	​	​	92	​	​	594	​	​	610
Comprehensive earnings attributable to noncontrolling interests	​	​	1	​	​	2	​	​	4	​	​	12
Comprehensive earnings attributable to Ball Corporation	​	$	143	​	$	90	​	$	590	​	$	598

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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)		2023			2022
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Assets	​	​	​	​	​	​
Current assets	​	​	​	​	​	​
Cash and cash equivalents	​	$	1,335	​	$	548
Receivables, net	​	​	2,059	​	​	2,594
Inventories, net	​	​	1,688	​	​	2,179
Other current assets	​	​	326	​	​	168
Total current assets	​	​	5,408	​	​	5,489
Noncurrent assets	​	​	​	​	​	​
Property, plant and equipment, net	​	​	7,264	​	​	7,053
Goodwill	​	​	4,222	​	​	4,235
Intangible assets, net	​	​	1,315	​	​	1,417
Other assets	​	​	1,723	​	​	1,715
Total assets	​	$	19,932	​	$	19,909
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Liabilities and Equity	​	​	​	​	​	​
Current liabilities	​	​	​	​	​	​
Short-term debt and current portion of long-term debt	​	$	2,108	​	$	1,408
Accounts payable	​	​	3,294	​	​	4,383
Accrued employee costs	​	​	310	​	​	236
Other current liabilities	​	​	1,003	​	​	981
Total current liabilities	​	​	6,715	​	​	7,008
Noncurrent liabilities	​	​	​	​	​	​
Long-term debt	​	​	7,483	​	​	7,540
Employee benefit obligations	​	​	813	​	​	847
Deferred taxes	​	​	445	​	​	540
Other liabilities	​	​	468	​	​	447
Total liabilities	​	​	15,924	​	​	16,382
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Equity	​	​	​	​	​	​
Common stock (682,896,369 shares issued - 2023; 682,144,408 shares issued - 2022)	​	​	1,304	​	​	1,260
Retained earnings	​	​	7,673	​	​	7,309
Accumulated other comprehensive earnings (loss)	​	​	(642)	​	​	(679)
Treasury stock, at cost (367,662,311 shares - 2023; 368,036,369 shares - 2022)	​	​	(4,397)	​	​	(4,429)
Total Ball Corporation shareholders' equity	​	​	3,938	​	​	3,461
Noncontrolling interests	​	​	70	​	​	66
Total equity	​	​	4,008	​	​	3,527
Total liabilities and equity	​	$	19,932	​	$	19,909

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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)		2023			2022
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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 our aerospace business involves work under contracts, generally from one to five years in duration, as a prime contractor or subcontractor for various U.S. government agencies. Intense competition and long operating cycles are key characteristics of the company’s aerospace and defense industry where it is common for work on major programs to be shared among a number of companies. A company competing to be a prime contractor may, upon ultimate award of the contract to a competitor, become a subcontractor for the ultimate prime contracting company.

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

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

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

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	●	Broadening our geographic reach with our acquisition of Rexam in June 2016 and our new investments in beverage manufacturing facilities in the United States, Brazil, Paraguay, Spain, Czech Republic, United Kingdom, Mexico, Myanmar and Panama, as well as extruded aluminum aerosol manufacturing facilities

		in North America, Europe, India and Brazil, and the start-up of our aluminum cups business in the U.S.; and

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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 for new categories, occasions and refillable offerings through 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 leveraging our aerospace technologies and competencies to deliver exquisite space-based environmental, weather and defense monitoring solutions such as methane monitoring, weather prediction, LIDAR capabilities and hypersonics to preserve and protect our planet through enabling our aerospace customers with actionable ecosystem-related and intelligence data and resilient national security architectures.

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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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From time to time, we have evaluated and intend to continue to evaluate and pursue possible transactions that we believe will benefit the company and our shareholders, which may include strategic acquisitions, divestitures of parts of our company or equity investments. At any time, we may be engaged in discussions or negotiations at various stages of development with respect to one or more possible transactions or may have entered into non-binding letters of intent. As part of any such initiatives, we may participate in processes being run by other companies or leading our own activities.

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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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Global Economic Environment

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Recent data has indicated continued high inflation in the regions where we operate. Current and future inflationary effects may continue to be impacted by, among other things, supply chain disruptions, governmental stimulus or fiscal policies, changes in interest rates, and changing demand for certain goods and services as recovery from the COVID-19 pandemic continues. We cannot predict with any certainty the impact that rising interest rates, a global or any regional recession, or higher inflation may have on our customers or suppliers. Additionally, we are unable to predict the potential effects that any future pandemic, or the continuation or escalation of global conflicts, including the conflict between Russia and Ukraine and the rising instability in the Middle East, and related sanctions or market disruptions, may have on our business. It remains uncertain how long any of these conditions may last or how severe any of them may become.

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Consolidated Sales and Earnings

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,					​
($ in millions)		2023			2022			2023			2022		​
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Net sales	​	$	3,571	​	$	3,951	​	$	10,626	​	$	11,801	​
Net earnings attributable to Ball Corporation	​	​	203	​	​	392	​	​	553	​	​	664	​
Net earnings attributable to Ball Corporation as a % of net sales	​	​	6	%	​	10	%	​	5	%	​	6	%

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Sales in the three months ended September 30, 2023, decreased $380 million compared to the same period in 2022 primarily due to the pass-through of lower aluminum prices, decreased volumes and the sale of our Russian aluminum beverage packaging business in the third quarter of 2022, partially offset by the pass-through of inflationary costs and currency translation. Sales in the nine months ended September 30, 2023, decreased $1.18 billion compared to the same period in 2022 primarily due to the pass-through of lower aluminum prices, the sale of our Russian aluminum beverage

packaging business in the third quarter of 2022, decreased volumes and currency translation, partially offset by the pass-through of inflationary costs.

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Net earnings attributable to Ball Corporation for the three months ended September 30, 2023, decreased $189 million compared to the same period in 2022 primarily due to the gain on disposal recorded in the third quarter of 2022 and the lost performance resulting from the sale of the Russian aluminum beverage packaging business, lower volumes and increased interest expense, partially offset by the annual pass-through of inflationary costs net of current year inflation, a lower effective tax rate and cost-out initiatives. Net earnings attributable to Ball Corporation for the nine months ended September 30, 2023, decreased $111 million compared to the same period in 2022 primarily due to the gain associated with the 2022 sale of our remaining equity method investment in Ball Metalpack, increased interest expense, the lost performance resulting from the sale of the Russian aluminum beverage packaging business and lower volumes, partially offset by the 2022 impairment losses on Russia’s long-lived asset group net of gain on the sale, the annual pass-through of inflationary costs net of current year inflation, a lower effective tax rate, lower depreciation expense associated with the third quarter 2022 revision of estimated useful lives and cost-out initiatives.

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Cost of Sales (Excluding Depreciation and Amortization)

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Cost of sales, excluding depreciation and amortization, was $2,894 million and $3,275 million for the three months ended September 30, 2023 and 2022, respectively, and $8,655 million and $9,736 million for the nine months ended September 30, 2023 and 2022, respectively. These amounts represented 81 percent and 83 percent of consolidated net sales for the three months ended September 30, 2023 and 2022, respectively, and 81 percent and 83 percent of consolidated net sales for the nine months ended September 30, 2023 and 2022, respectively.

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Depreciation and Amortization

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Depreciation and amortization expense was $173 million and $157 million for the three months ended September 30, 2023 and 2022, respectively, and $509 million and $510 million for the nine months ended September 30, 2023 and 2022, respectively. These amounts represented 5 percent and 4 percent of consolidated net sales for the three months ended September 30, 2023 and 2022, respectively, and 5 percent and 4 percent of consolidated net sales for the nine months September 30, 2023 and 2022, respectively. The decrease for the nine months ended September 30, 2023, was primarily due to revised estimated useful lives of the company’s manufacturing equipment, buildings and certain assembly and test equipment, as well as the sale of the Russian aluminum beverage packaging business, partially offset by increases resulting from the company’s larger depreciable asset base. See Note 10 of these consolidated financial statements for additional discussion of the reduction in depreciation resulting from the revised estimated useful lives. See Note 4 for details regarding the sale of the Russian operations.

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Selling, General and Administrative

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Selling, general and administrative (SG&A) expenses were $132 million and $159 million for the three months ended September 30, 2023 and 2022, respectively, and $428 million and $506 million for the nine months ended September 30, 2023 and 2022, respectively. The decrease for the nine months ended September 30, 2023, was primarily due to SG&A cost-out initiatives. These amounts represented 4 percent of consolidated net sales for the three and nine months ended September 30, 2023 and 2022.

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Business Consolidation Costs and Other Activities

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Business consolidation and other activities resulted in charges of $47 million and income of $163 million for the three months ended September 30, 2023 and 2022, respectively, and charges of $61 million and $23 million for the nine months ended September 30, 2023 and 2022, respectively. The change compared to the same three month period in 2022 is primarily due to the 2022 gain on disposal of the Russian aluminum beverage packaging business. The change compared to the same nine month period in 2022 is primarily due to the gain associated with the 2022 sale of our remaining equity method investment in Ball Metalpack, partially offset by the 2022 impairment losses on Russia’s long-lived asset group net of gain on the sale. See Note 6 for further details.

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Interest Expense

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Total interest expense was $122 million and $79 million for the three months ended September 30, 2023 and 2022, respectively, and $350 million and $218 million for the nine months ended September 30, 2023 and 2022, respectively. Interest expense, excluding the effect of debt refinancing and other costs, as a percentage of average borrowings increased by approximately 150 basis points from 3.5 percent for the three months ended September 30, 2022, to 5.0 percent for the three months ended September 30, 2023, and increased by approximately 160 basis points from 3.3 percent for the nine months ended September 30, 2022, to 4.9 percent for the nine months ended September 30, 2023. See Note 15 for further details.

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Income Taxes

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The effective tax rate for the three and nine months ended September 30, 2023, was 1.0 percent and 12.7 percent, respectively, compared to 8.6 percent and 17.2 percent for the three and nine months ended September 30, 2022, respectively.

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The decrease of 7.6 percent for the three months ended September 30, 2023, was primarily due to increased tax benefits from U.S. tax credits, partially offset by increased valuation allowances. Similar impacts may occur in future periods, but given the inherent uncertainty, the company is unable to reasonably estimate their potential future impacts. The decrease was partially offset by the tax impacts of the sale of the company’s Russian aluminum beverage packaging business during the third quarter of 2022. The company does not anticipate this item will impact tax expense in future periods.

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The decrease of 4.5 percent for the nine months ended September 30, 2023, was primarily due to increased tax benefits from U.S. tax credits. Similar impacts may occur in future periods, but given the inherent uncertainty, the company is unable to reasonably estimate their potential future impacts.

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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 its operating results are 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)	​	2023			2022			2023			2022
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net sales	​	$	1,541	​	$	1,800	​	$	4,582	​	$	5,184	​
Comparable operating earnings	​	​	196	​	​	205	​	​	554	​	​	543	​
Comparable operating earnings as a % of segment net sales	​	​	13	%	​	11	%	​	12	%	​	10	%

​

Ball ceased production at its Phoenix, Arizona aluminum beverage can manufacturing facility in the fourth quarter of 2022, ceased production at its aluminum beverage can manufacturing facility in St. Paul, Minnesota in the first quarter of 2023 and ceased production at its aluminum beverage can manufacturing facility in Wallkill, New York in the third quarter of 2023. Additionally, the company has announced it will permanently cease operations at its aluminum beverage

can manufacturing facility in Kent, Washington in early 2024, and has permanently discontinued plans to construct the North Las Vegas beverage can plant.

​

Segment sales for the three and nine months ended September 30, 2023, were $259 million lower and $602 million lower, respectively, compared to the same periods in 2022. The decreases for the three and nine months ended September 30, 2023, were primarily due to decreased volumes and the pass through of lower aluminum prices, partially offset by the annual pass-through of inflationary costs.

​

Comparable operating earnings for the three and nine months ended September 30, 2023, were $9 million lower and $11 million higher, respectively, compared to the same periods in 2022. The decrease for the three months ended September 30, 2023, was primarily due to decreased volumes, partially offset by the annual pass-through of inflationary costs net of current year inflation, fixed cost savings from rightsizing production through the facility actions noted above, cost-out initiatives and customer/product mix. The increase for the nine months ended September 30, 2023, was primarily due to the annual pass-through of inflationary costs net of current year inflation, fixed cost savings from rightsizing production through the facility actions noted above, cost-out initiatives and lower depreciation expense associated with the third quarter 2022 revision of estimated useful lives, partially offset by customer/product mix and decreased volumes.

​

Beverage Packaging, EMEA

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,					​
($ in millions)		2023			2022			2023			2022
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net sales	​	$	902	​	$	1,031	​	$	2,656	​	$	3,106	​
Comparable operating earnings	​	​	103	​	​	82	​	​	274	​	​	311	​
Comparable operating earnings as a % of segment net sales	​	​	11	%	​	8	%	​	10	%	​	10	%

​

Segment sales for the three and nine months ended September 30, 2023, were $129 million lower and $450 million lower, respectively, compared to the same periods in 2022. The decrease for the three months ended September 30, 2023, was primarily due to decreased volumes resulting from the sale of the Russian aluminum beverage packaging business, decreased volumes outside of Russian shipments and the pass through of lower aluminum prices, partially offset by the annual pass-through of inflationary costs and currency translation. The decrease for the nine months ended September 30, 2023, was primarily due to decreased volumes resulting from the sale of the Russian aluminum beverage packaging business, the pass through of lower aluminum prices and currency translation, partially offset by the annual pass-through of inflationary costs and increased volumes outside of Russian shipments.

​

Comparable operating earnings for the three and nine months ended September 30, 2023, were $21 million higher and $37 million lower, respectively, compared to the same periods in 2022. The increase for the three months ended September 30, 2023, was primarily due to the annual pass-through of inflationary costs net of current year inflation, partially offset by the lost performance resulting from the sale of the Russian aluminum beverage packaging business. The decrease for the nine months ended September 30, 2023, was primarily due to the lost performance resulting from the sale of the Russian aluminum beverage packaging business, new facility start-up costs and currency translation, partially offset by the annual pass-through of inflationary costs net of current year inflation and lower depreciation expense associated with the third quarter 2022 revision of estimated useful lives.

​

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

​

A summary of the results of the Russian aluminum beverage packaging business and the non-Russian components of the beverage packaging, EMEA, segment, for the three and nine months ended September 30, 2023 and 2022, are shown below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,
($ in millions)		2023			2022			2023			2022
​	​	​	​	​	​	​	​	​	​	​	​	​
Net sales	​	​	​	​	​	​	​	​	​	​	​	​
Russia	​	$	—	​	$	173	​	$	—	​	$	554
Non-Russia	​	​	902	​	​	858	​	​	2,656	​	​	2,552
Beverage packaging, EMEA, segment	​	$	902	​	$	1,031	​	$	2,656	​	$	3,106
​	​	​	​	​	​	​	​	​	​	​	​	​
Comparable operating earnings	​	​	​	​	​	​	​	​	​	​	​	​
Russia	​	$	—	​	$	14	​	$	—	​	$	86
Non-Russia	​	​	103	​	​	68	​	​	274	​	​	225
Beverage packaging, EMEA, segment	​	$	103	​	$	82	​	$	274	​	$	311

​

The Russian sales and comparable operating earnings figures in the above table include historical support by Russia for non-Russian regions. See Note 4 for additional discussion regarding the sale.

​

Beverage Packaging, South America

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,					​
($ in millions)		2023			2022			2023			2022
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net sales	​	$	489	​	$	466	​	$	1,344	​	$	1,494	​
Comparable operating earnings	​	​	61	​	​	67	​	​	141	​	​	197	​
Comparable operating earnings as a % of segment net sales	​	​	12	%	​	14	%	​	10	%	​	13	%

​

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

​

Segment sales for the three and nine months ended September 30, 2023, were $23 million higher and $150 million lower, respectively, compared to the same periods in 2022. The increase for the three months ended September 30, 2023, was primarily due to increased volumes, partially offset by the pass through of lower aluminum prices. The decrease for the nine months ended September 30, 2023, was primarily due to the pass through of lower aluminum prices and price/mix, partially offset by the annual pass-through of inflationary costs.

​

Comparable operating earnings for the three and nine months ended September 30, 2023, were $6 million lower and $56 million lower, respectively, compared to the same periods in 2022. The decrease for the three months ended September 30, 2023, was primarily due to product mix, partially offset by increased volumes. The decrease for the nine months ended September 30, 2023, was primarily due to unfavorable fixed cost absorption and product mix, partially offset by increased volumes and lower depreciation expense associated with the third quarter 2022 revision of estimated useful lives.

​

Aerospace

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,					​
($ in millions)		2023			2022			2023			2022
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net sales	​	$	460	​	$	477	​	$	1,467	​	$	1,471	​
Comparable operating earnings	​	​	46	​	​	47	​	​	160	​	​	126	​
Comparable operating earnings as a % of segment net sales	​	​	10	%	​	10	%	​	11	%	​	9	%

​

In the third quarter of 2023, Ball entered into an Agreement with BAE Systems, Inc to sell the Aerospace business. See Note 4 for further details.

​

Segment sales for the three and nine months ended September 30, 2023, were $17 million lower and $4 million lower, respectively, compared to the same periods in 2022, and comparable operating earnings for the three and nine months ended September 30, 2023, were $1 million lower and $34 million higher, respectively, compared to the same periods in 2022. The lower sales for the three and nine months ended September 30, 2023, were primarily due to backlog timing. The decrease in comparable operating earnings for the three months ended September 30, 2023, was primarily due to contract mix, partially offset by favorable operational performance. The increase in comparable operating earnings for the nine months ended September 30, 2023, was primarily due to favorable operational performance.

​

The aerospace contract mix for the nine months ended September 30, 2023, consisted of 40 percent cost-type contracts, which are billed at our costs plus an agreed-upon and/or earned profit component, and 57 percent fixed-price contracts. The remaining sales were for time and materials contracts. Backlog was $2.90 billion and $2.97 billion at September 30, 2023, and December 31, 2022, respectively. The backlog at September 30, 2023, consisted of 47 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, funding of programs and the uncertainty of timing of future contract awards.

​

Management Performance Measures

​

Management internally uses various 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 that 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 volume data; 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)		2023			2022
​	​	​	​	​	​	​
Cash flows provided by (used in) operating activities	​	$	1,127	​	$	(224)
Cash flows provided by (used in) investing activities	​	​	(826)	​	​	(452)
Cash flows provided by (used in) financing activities	​	​	490	​	​	623

​

Cash flows provided by operating activities were $1.13 billion in 2023, primarily driven by cash generated from net earnings before depreciation and amortization. To the extent we receive necessary regulatory approvals and complete the Ball Aerospace sale, we currently estimate a cash tax of $1.1 billion to be recorded as a cash outflow from operations. See Note 4 for further details. In an elevated interest rate environment, payment terms with our customers and vendors become a more important element of total mix of information used to negotiate our contract terms. At September 30, 2023, days sales outstanding, net of factored receivables, was 52 days; therefore, a change of one day in days sales outstanding will impact cash flows provided by (used in) operating activities by $40 million. At September 30, 2023, days payable outstanding was 96 days; therefore, a change of one day in days payable outstanding will impact cash flows provided by (used in) operating activities by $32 million.

​

Cash flows used in investing activities were $826 million in 2023, primarily driven by $830 million of capital expenditures. To the extent we receive necessary regulatory approvals and complete the Ball Aerospace sale, the $5.6 billion of proceeds from the sale will be recorded as a cash inflow from investing activities. See Note 4 for further details.

​

Cash flows provided by financing activities were $490 million in 2023, primarily driven by net borrowings of $652 million as a result of the issuance of $1.00 billion of 6.00% senior notes due in 2029 and our short-term and long-term credit facilities, partially offset by common stock dividends of $189 million. See Note 15 for further details on the company’s borrowings, and additional amounts available. To the extent we receive necessary regulatory approvals and complete the Ball Aerospace sale, the company plans to use a portion of the proceeds to repay debt and accelerate capital return to shareholders via share repurchases and dividends. See Note 4 for further details.

​

We have entered into several regional committed and uncommitted accounts receivable factoring programs with various financial institutions for certain of our accounts receivable. The programs are accounted for as true sales of the receivables, with limited recourse to Ball, and had combined limits of approximately $2.00 billion and $2.04 billion at September 30, 2023, and December 31, 2022, respectively. A total of $162 million and $488 million were available for sale under these programs as of September 30, 2023, and December 31, 2022, respectively. The company has recorded expense related to its factoring programs of $30 million and $17 million for the three months ended September 30, 2023 and 2022, respectively, and $72 million and $41 million for the nine months ended September 30, 2023 and 2022, respectively, and has presented these amounts in selling, general and administrative in its unaudited condensed consolidated statements of earnings.

​

The company has several regional supplier finance programs with various financial institutions that act as the paying agent for certain payables of the company. The amount of obligations outstanding that the company confirmed as valid to the financial institutions under the company's programs was $512 million and $930 million at September 30, 2023 and December 31, 2022, respectively. Our payment terms are not dependent on whether the suppliers participate in the supplier finance programs or if the suppliers decide to factor their receivables with the financial institutions; therefore, we do not believe that future changes in the availability of supplier finance programs will have a significant impact on our liquidity.

Contributions to the company’s defined benefit pension plans were $13 million in the first nine months of 2023 compared to $113 million in the same period of 2022, and such contributions are expected to be approximately $33 million for the full year of 2023. This estimate may change based on changes in the Pension Protection Act, actual plan asset performance and available company cash flow, among other factors.

​

The company has approximately $321 million of capital expenditures for property, plant and equipment contractually committed as of September 30, 2023, and intends to return approximately $250 million to shareholders in the form of dividends for the full year 2023, inclusive of the cash dividend of 20 cents per share, payable December 15, 2023, to shareholders of record as of December 1, 2023.

​

As of September 30, 2023, approximately $694 million of our cash was held outside of the U.S. In the event we need to utilize any of the cash held outside of 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. The company believes its U.S. operating cash flows and cash on hand, as well as availability under its 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 may 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 might become payable if these earnings were remitted to the U.S.

​

Share Repurchases

​

The company’s share repurchases totaled $3 million during the nine months ended September 30, 2023, compared to $617 million of repurchases during the same period of 2022. The repurchases were completed using cash on hand, cash provided by operating activities, proceeds from the sale of businesses and available borrowings. To the extent we receive necessary regulatory approvals and complete the Ball Aerospace sale, the company plans to accelerate capital return to shareholders via share repurchases. See Note 4 for further details.

​

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 $9.65 billion and $9.00 billion was outstanding at September 30, 2023, and December 31, 2022, respectively. To the extent we receive necessary regulatory approvals and complete the Ball Aerospace sale, we plan to reduce outstanding debt. See Note 4 for further details.

​

In May 2023, Ball issued $1.00 billion of 6.00% senior notes due in 2029, and repaid the outstanding U.S. dollar revolving credit facility due in 2027 in the amount of $800 million. The remaining $200 million was used for general corporate purposes.

​

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, 2023, approximately $1.69 billion was available under the company’s long-term, multi-currency committed revolving credit facilities. In addition to these facilities, the company had $241 million of committed short-term loans outstanding. The company also had approximately $922 million of short-term uncommitted credit facilities available at September 30, 2023, of which $38 million was outstanding and due on demand. At December 31, 2022, the company had $112 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.

​

We were in compliance with all loan agreements at September 30, 2023, and for all prior periods presented, 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, 2023, the company could borrow an additional $2.28 billion under its long-term multi-currency committed revolving facilities and short-term uncommitted credit facilities without violating our existing debt covenants. Additional details about our debt are available in Note 15 accompanying the consolidated financial statements within Item 1 of this report.

​

CONTINGENCIES, INDEMNIFICATIONS AND GUARANTEES

​

Details of the company’s contingencies, legal proceedings, indemnifications and guarantees are available in Note 21 and Note 22 accompanying the consolidated financial statements 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. 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 basis 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, 2023, and December 31, 2022. 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, 2023			December 31, 2022
​	​	​	​	​	​	​
Net sales	​	$	6,839	​	$	9,975
Gross profit (a)	​	​	850	​	​	996
Net earnings	​	​	480	​	​	635
Net earnings attributable to Ball Corporation	​	​	480	​	​	635

(a)	Gross profit is shown after depreciation and amortization related to cost of sales of $203 million for the nine months ended September 30, 2023, and $261 million for the year ended December 31, 2022.

​

For the nine months ended September 30, 2023, and the year ended December 31, 2022, the obligor group recorded the following transactions with other subsidiary companies: sales to them of $852 million and $1.50 billion, respectively, net credits from them of $29 million and $19 million, respectively, and net interest income from them of $257 million and $329 million, respectively. The obligor group received dividends from other subsidiary companies of $696 million and $18 million, during the nine months ended September 30, 2023, and the year ended December 31, 2022, respectively.

​

​	​	​	​	​	​	​
​	​	September 30,		​	December 31,
($ in millions)		2023			2022
​	​	​	​	​	​	​
Current assets	​	$	2,996	​	$	2,478
Noncurrent assets	​	​	15,998	​	​	15,764
Current liabilities	​	​	5,909	​	​	6,032
Noncurrent liabilities	​	​	10,737	​	​	10,790

​

Included in the amounts disclosed in the tables above, at September 30, 2023, and December 31, 2022, the obligor group held receivables due from other subsidiary companies of $749 million and $477 million, respectively, long-term notes receivable due from other subsidiary companies of $10.23 billion and $9.89 billion, respectively, payables due to other subsidiary companies of $1.79 billion and $2.22 billion, respectively, and long-term notes payable due to other subsidiary companies of $2.27 billion and $2.21 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.

​

​

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 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. Further details are available in Item 7A within Ball’s 2022 Annual Report on Form 10-K filed on February 21, 2023, 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 Securities and Exchange Commission (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 2023 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 and related events such as drought, wildfires, storms, hurricanes, tornadoes and floods; 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 orders 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; failure to obtain, or delays in obtaining, required regulatory approvals or clearances for the proposed transaction; any failure by the parties to satisfy

any of the other conditions to the proposed transaction; the possibility that the proposed transaction is ultimately not consummated; potential adverse effects of the announcement or results of the proposed transaction on the ability to develop and maintain relationships with personnel and customers, suppliers and others with whom it does business or otherwise on the business, financial condition, results of operations and financial performance; risks related to diversion of management’s attention from ongoing business operations due to the proposed transaction; the impact of the proposed transaction on the ability to retain and hire key personnel; and 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; successful or unsuccessful joint ventures, acquisitions and divestitures, and their effects on Ball’s operating results and business generally; and potential adverse effects of the announcement or results of the proposed transaction on the market price of Ball Corporation’s common stock.

​

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, 2023, 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, 2023.

​

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 2023.

​

​	​	​	​	​	​	​	​	​	​
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, 2023	​	—	​	$	—	​	—	​	19,605,226
August 1 to August 31, 2023	​	8,619	​	​	58.21	​	8,619	​	19,596,607
September 1 to September 30, 2023	​	—	​	​	—	​	—	​	19,596,607
Total	​	8,619	​	​	58.21	​	8,619	​	​

(a)	Includes any 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, 2023.

​

Item 4. Mine Safety Disclosures

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Not applicable.

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There were no events required to be reported under Item 5 for the three months ended September 30, 2023.

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2.1	​	Stock Purchase Agreement, dated as of August 16, 2023, by and among Ball Corporation, BAE Systems, Inc., and, solely for the purposes set forth therein, BAE Systems plc
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10.1	​	Retention Agreement, dated as of August 17, 2023, by and between David Kaufman and Ball Aerospace Technologies Corp.
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22	​	Obligor group subsidiaries of Ball Corporation
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31.1		Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) by Daniel W. Fisher, Chairman and Chief Executive Officer of Ball Corporation.
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31.2	​	Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) by Howard H. Yu, Executive Vice President and Chief Financial Officer of Ball Corporation.
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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, Chairman and Chief Executive Officer of Ball Corporation.
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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 Howard H. Yu, Executive Vice President and Chief Financial Officer of Ball Corporation.
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99	​	Cautionary statement for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended.
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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.
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101.SCH	​	Inline XBRL Taxonomy Extension Schema Document.
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101.CAL	​	Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF	​	Inline XBRL Taxonomy Extension Definitions Linkbase Document
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101.LAB	​	Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE	​	Inline XBRL Taxonomy Extension Presentation Linkbase Document
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104	​	The cover page of the company’s quarterly report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL (contained in Exhibit 101), the: (i) Unaudited Condensed Consolidated Statement of Earnings, (ii) Unaudited Condensed 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.

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SIGNATURE

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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.

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Ball Corporation
(Registrant)
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By:	/s/ Howard H. Yu	​
​	Howard H. Yu	​
​	Executive Vice President and Chief Financial Officer	​
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Date:	November 2, 2023	​

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