Item 1. FINANCIAL STATEMENTS

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BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

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​	​	​	​	​	​	​
​	​	Three Months Ended March 31,
($ in millions, except per share amounts)	​	2024			2023
​	​	​	​	​	​	​
Net sales	​	$	2,874	​	$	2,981
​	​	​	​	​	​	​
Costs and expenses	​	​	​	​	​	​
Cost of sales (excluding depreciation and amortization)	​	​	(2,283)	​	​	(2,432)
Depreciation and amortization	​	​	(158)	​	​	(147)
Selling, general and administrative	​	​	(211)	​	​	(115)
Business consolidation and other activities	​	​	(26)	​	​	(20)
​	​	​	(2,678)	​	​	(2,714)
​	​	​	​	​	​	​
Earnings before interest and taxes	​	​	196	​	​	267
​	​	​	​	​	​	​
Interest expense	​	​	(93)	​	​	(113)
Debt refinancing and other costs	​	​	(2)	​	​	—
Total interest expense	​	​	(95)	​	​	(113)
​	​	​	​	​	​	​
Earnings before taxes	​	​	101	​	​	154
Tax (provision) benefit	​	​	(27)	​	​	(33)
Equity in results of affiliates, net of tax	​	​	5	​	​	7
Earnings from continuing operations	​	​	79	​	​	128
Discontinued operations, net of tax	​	​	3,607	​	​	52
Net earnings	​	​	3,686	​	​	180
Net earnings attributable to noncontrolling interests	​	​	1	​	​	3
Net earnings attributable to Ball Corporation	​	$	3,685	​	$	177
​	​	​	​	​	​	​
​	​	​	​	​	​	​
Earnings per share:	​	​	​	​	​	​
Basic - continuing operations	​	$	0.25	​	$	0.40
Basic - discontinued operations	​	​	11.45	​	​	0.16
Total basic earnings per share	​	$	11.70	​	$	0.56
​	​	​	​	​	​	​
Diluted - continuing operations	​	$	0.25	​	$	0.40
Diluted - discontinued operations	​	​	11.36	​	​	0.16
Total diluted earnings per share	​	$	11.61	​	$	0.56
​	​	​	​	​	​	​
​	​	​	​	​	​	​
Weighted average shares outstanding: (000s)	​	​	​	​	​	​
Basic	​	​	314,950	​	​	314,236
Diluted	​	​	317,385	​	​	316,667

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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 March 31,					​
($ in millions)		2024			2023		​
​	​	​	​	​	​	​	​
Net earnings	​	$	3,686	​	$	180	​
​	​	​	​	​	​	​	​
Other comprehensive earnings (loss):	​	​	​	​	​	​	​
Currency translation adjustment	​	​	(87)	​	​	20	​
Pension and other postretirement benefits	​	​	141	​	​	1	​
Derivatives designated as hedges	​	​	8	​	​	29	​
Total other comprehensive earnings (loss)	​	​	62	​	​	50	​
Income tax (provision) benefit	​	​	(39)	​	​	(8)	​
Total other comprehensive earnings (loss), net of tax	​	​	23	​	​	42	​
​	​	​	​	​	​	​	​
Total comprehensive earnings	​	​	3,709	​	​	222	​
Comprehensive earnings attributable to noncontrolling interests	​	​	1	​	​	3	​
Comprehensive earnings attributable to Ball Corporation	​	$	3,708	​	$	219	​

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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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​	​	​	​	​	​	​
​	​	March 31,		​	December 31,
($ in millions)		2024			2023
​	​	​	​	​	​	​
Assets	​	​	​	​	​	​
Current assets	​	​	​	​	​	​
Cash and cash equivalents	​	$	1,719	​	$	695
Receivables, net	​	​	3,050	​	​	2,057
Inventories, net	​	​	1,498	​	​	1,531
Other current assets	​	​	225	​	​	231
Current assets held for sale	​	​	32	​	​	369
Total current assets	​	​	6,524	​	​	4,883
Noncurrent assets	​	​	​	​	​	​
Property, plant and equipment, net	​	​	6,634	​	​	6,715
Goodwill	​	​	4,211	​	​	4,250
Intangible assets, net	​	​	1,199	​	​	1,248
Other assets	​	​	1,330	​	​	1,354
Noncurrent assets held for sale	​	​	—	​	​	853
Total assets	​	$	19,898	​	$	19,303
​	​	​	​	​	​	​
Liabilities and Equity	​	​	​	​	​	​
Current liabilities	​	​	​	​	​	​
Short-term debt and current portion of long-term debt	​	$	281	​	$	1,065
Accounts payable	​	​	3,257	​	​	3,661
Accrued employee costs	​	​	257	​	​	245
Other current liabilities	​	​	1,589	​	​	779
Current liabilities held for sale	​	​	—	​	​	435
Total current liabilities	​	​	5,384	​	​	6,185
Noncurrent liabilities	​	​	​	​	​	​
Long-term debt	​	​	5,519	​	​	7,504
Employee benefit obligations	​	​	645	​	​	735
Deferred taxes	​	​	591	​	​	421
Other liabilities	​	​	382	​	​	384
Noncurrent liabilities held for sale	​	​	—	​	​	237
Total liabilities	​	​	12,521	​	​	15,466
​	​	​	​	​	​	​
Equity	​	​	​	​	​	​
Common stock (683,560,199 shares issued - 2024; 683,241,401 shares issued - 2023)	​	​	1,352	​	​	1,312
Retained earnings	​	​	11,386	​	​	7,763
Accumulated other comprehensive earnings (loss)	​	​	(893)	​	​	(916)
Treasury stock, at cost (370,544,422 shares - 2024; 367,551,366 shares - 2023)	​	​	(4,537)	​	​	(4,390)
Total Ball Corporation shareholders' equity	​	​	7,308	​	​	3,769
Noncontrolling interests	​	​	69	​	​	68
Total equity	​	​	7,377	​	​	3,837
Total liabilities and equity	​	$	19,898	​	$	19,303

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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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​	​	​	​	​	​	​
​	​	Three Months Ended March 31,
($ in millions)		2024			2023
​	​	​	​	​	​	​
Cash Flows from Operating Activities	​	​	​	​	​	​
Net earnings	​	$	3,686	​	$	180
Adjustments to reconcile net earnings to cash provided by (used in) operating activities:	​	​	​	​	​	​
Depreciation and amortization	​	​	167	​	​	166
Business consolidation and other activities	​	​	26	​	​	20
Deferred tax provision (benefit)	​	​	176	​	​	—
Gain on Aerospace disposal	​	​	(4,695)	​	​	—
Pension contributions	​	​	(10)	​	​	(4)
Other, net	​	​	46	​	​	49
Changes in working capital components, net of dispositions	​	​	(643)	​	​	(686)
Cash provided by (used in) operating activities	​	​	(1,247)	​	​	(275)
​	​	​	​	​	​	​
Cash Flows from Investing Activities	​	​	​	​	​	​
Capital expenditures	​	​	(154)	​	​	(343)
Business dispositions, net of cash sold	​	​	5,422	​	​	—
Other, net	​	​	24	​	​	7
Cash provided by (used in) investing activities	​	​	5,292	​	​	(336)
​	​	​	​	​	​	​
Cash Flows from Financing Activities	​	​	​	​	​	​
Long-term borrowings	​	​	450	​	​	600
Repayments of long-term borrowings	​	​	(3,277)	​	​	(1)
Net change in short-term borrowings	​	​	77	​	​	101
Acquisitions of treasury stock	​	​	(182)	​	​	(3)
Common stock dividends	​	​	(63)	​	​	(63)
Other, net	​	​	17	​	​	15
Cash provided by (used in) financing activities	​	​	(2,978)	​	​	649
​	​	​	​	​	​	​
Effect of exchange rate changes on cash	​	​	(52)	​	​	(2)
​	​	​	​	​	​	​
Change in cash, cash equivalents and restricted cash	​	​	1,015	​	​	36
Cash, cash equivalents and restricted cash - beginning of period	​	​	710	​	​	558
Cash, cash equivalents and restricted cash - end of period	​	$	1,725	​	$	594

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See accompanying notes to the unaudited condensed consolidated financial statements.

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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

1. Basis of Presentation

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The accompanying unaudited condensed consolidated financial statements (consolidated financial statements) include the accounts of Ball Corporation and its controlled affiliates, including its consolidated variable interest entities (collectively Ball, the company, we or our), and have been prepared by the company. Certain information and footnote disclosures, including critical and significant accounting policies normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted for this quarterly presentation.

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Results of operations for the periods shown are not necessarily indicative of results for the year, particularly in view of the seasonality in the packaging segments. These consolidated financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and the notes thereto included in the company’s 2023 Annual Report on Form 10-K filed on February 20, 2024, pursuant to the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2023 (annual report).

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

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On February 16, 2024, the company completed the divestiture of its aerospace business. The transaction represents a strategic shift; therefore, the company’s consolidated financial statements reflect the aerospace business’ financial results as discontinued operations for all periods presented. The aerospace business was historically presented as a reportable segment. Effective as of the first quarter of 2024, the company will report its financial performance in three reportable segments: (1) beverage packaging, North and Central America; (2) beverage packaging, Europe, Middle East and Africa (beverage packaging, EMEA) and (3) beverage packaging, South America. See Note 3 for additional segment information.

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

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Certain prior year amounts, including amounts related to discontinued operations, have been reclassified in order to conform to the current year presentation. See Note 4 for additional discontinued operations information.

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Risks and Uncertainties

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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 and monetary policies, changes in interest rates, and changing demand for certain goods and services. 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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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

Ball management has reviewed the estimates used in preparing the company’s consolidated financial statements and the following have a reasonably possible likelihood of being affected, to a material extent, by the direct and indirect impacts of the current global economic environment in the near term.

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	●	Estimates regarding the future financial performance of the business used in the impairment tests for goodwill, long-lived assets, equity method investments, recoverability of deferred tax assets and estimates regarding cash needs and associated indefinite reinvestment assertions;

	●	Estimates of recoverability for customer receivables;

	●	Estimates of net realizable value for inventory; and

	●	Estimates regarding the likelihood of forecasted transactions associated with hedge accounting positions at March 31, 2024, which could impact the company’s ability to satisfy hedge accounting requirements and result in the recognition of income and/or expenses.

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In addition to the above potential impacts on the estimates used in preparing the consolidated financial statements, the current global economic environment has the potential to increase Ball’s vulnerabilities to near-term severe impacts related to certain concentrations in its business. In line with other companies in the packaging industry, Ball makes the majority of its sales and significant purchases to or from a relatively small number of global, or large regional, customers and suppliers. Furthermore, Ball makes the majority of its sales from a small number of product lines. The potential of the current global economic environment to affect a significant customer or supplier, or to affect demand for certain products to a significant degree, heightens the vulnerability of Ball to these concentrations.

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Argentina

​

Although Ball's functional currency in Argentina is the U.S. dollar, a portion of its transactions are denominated in pesos. During the fourth quarter of 2023, Argentina suddenly devalued its peso relative to the U.S. dollar as one of the economic policies implemented by the new government with the goal of stabilizing and growing the economy. The government has implemented additional policies with the same goal in mind including additional taxes on the importation of certain goods. The currency devaluation, economic conditions and policies in Argentina make it difficult to manage currency exchange rate risk and may lead to additional adverse effects on the company’s results of operations. Ball’s Argentinean business is presented in its beverage packaging, South America, reportable operating segment. Ball’s peso-denominated net monetary assets in Argentina were approximately $44 million at March 31, 2024. As of March 31, 2024, Ball’s Argentinean business had net asset exposure of $403 million, which consisted primarily of working capital and property, plant and equipment.

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2. Accounting Pronouncements

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Recently Adopted Accounting Standards

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Supplier Finance Programs

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In 2022, new guidance was issued by the Financial Accounting Standards Board (FASB) with the goal of enhancing transparency around supplier finance programs. On January 1, 2023, Ball adopted all required disclosures effective for 2023, on a retrospective basis. The company will adopt the rollforward disclosure requirements, on a prospective basis, in its 2024 annual report.

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The company has several regional supplier finance programs, all of which have substantially similar characteristics, with various financial institutions that act as the paying agent for certain payables of the company. The company establishes these programs through agreements with the financial institutions to enable more efficient payment processing to our suppliers while also providing our suppliers a potential source of liquidity to the extent they enter into a factoring agreement with the financial institutions. Our suppliers’ participation in the programs is voluntary, and the company is not involved in negotiations of the suppliers’ arrangements with the financial institutions to sell their receivables, and our rights and obligations to our suppliers are not impacted by our suppliers’ decisions to sell amounts under these programs. Under these supplier finance programs, the company pays the financial institutions the stated amount of confirmed invoices from its participating suppliers on the original maturity dates of the invoices, which vary based on the negotiated terms with each supplier. All payment terms are short-term in nature and are not dependent on whether the suppliers participate in the supplier finance programs or if the suppliers elect to receive early payment from the financial

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

institutions. Our supplier finance programs do not include any of the following: guarantees to the financial institutions, assets pledged as securities or interest accruing on the obligation prior to the due date.

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Based on the review of the facts and circumstances of our supplier finance programs, including but not limited to those noted above, the company has concluded that the characteristics of the obligations due under our supplier finance programs have not changed and remain those of standard accounts payable, rather than indicative of debt.

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The amount of obligations outstanding that the company confirmed as valid to the financial institutions under the company's programs was $573 million and $703 million at March 31, 2024 and December 31, 2023, respectively. These amounts are classified within accounts payable on the unaudited condensed consolidated balance sheets, and the associated payments are reflected in the cash flows from operating activities section of the unaudited condensed consolidated statements of cash flows.

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New Accounting Guidance and Disclosure Requirements

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Climate Disclosures

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In 2024, the Securities and Exchange Commission (SEC) adopted final rules to require disclosures about material climate-related risks, the actual and potential impact of the risks and additional related disclosures. The final rules are currently under a stay by the SEC. The company is assessing the impact that the adoption of this new guidance will have on its consolidated financial statements and expects to meet the disclosure requirements on a prospective basis starting with information pertaining to the fiscal year beginning 2025.

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Income Tax Disclosures

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In 2023, new guidance was issued by the FASB with the goal of providing financial statement users with more information in the income tax rate reconciliation table and regarding income taxes paid. The company is assessing the impact that the adoption of this new guidance will have on its consolidated financial statements and expects to meet the disclosure requirements on a prospective basis in its 2025 annual report.

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Segment Reporting

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In 2023, new guidance was issued by the FASB with the goal of providing financial statement users with more information about reportable segments, including more disaggregated expense information. The company is assessing the impact that the adoption of this new guidance will have on its consolidated financial statements and expects to meet the disclosure requirements on a retrospective basis in its 2024 annual report and interim periods thereafter.

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3. Business Segment Information

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

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

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

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

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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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

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Summary of Business by Segment

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​	​	​	​	​	​	​
​	​	Three Months Ended March 31,
($ in millions)		2024			2023
​	​	​	​	​	​	​
Net sales	​	​	​	​	​	​
Beverage packaging, North and Central America	​	$	1,403	​	$	1,504
Beverage packaging, EMEA	​	​	810	​	​	834
Beverage packaging, South America	​	​	482	​	​	450
Reportable segment sales	​	​	2,695	​	​	2,788
Other	​	​	179	​	​	193
Net sales	​	$	2,874	​	$	2,981
​	​	​	​	​	​	​
Comparable operating earnings	​	​	​	​	​	​
Beverage packaging, North and Central America	​	$	192	​	$	183
Beverage packaging, EMEA	​	​	85	​	​	73
Beverage packaging, South America	​	​	55	​	​	50
Reportable segment comparable operating earnings	​	​	332	​	​	306
Reconciling items	​	​	​	​	​	​
Other (a)	​	​	(72)	​	​	15
Business consolidation and other activities	​	​	(26)	​	​	(20)
Amortization of acquired intangibles	​	​	(38)	​	​	(34)
Earnings before interest and taxes	​	​	196	​	​	267
Interest expense	​	​	(93)	​	​	(113)
Debt refinancing and other costs	​	​	(2)	​	​	—
Total interest expense	​	​	(95)	​	​	(113)
Earnings before taxes	​	$	101	​	$	154

(a)

Includes undistributed corporate expenses, net, of $96 million and $10 million for the three months ended March 31, 2024 and 2023, respectively. For the three months ended March 31, 2024, undistributed corporate expenses, net, includes $79 million of incremental compensation cost from the successful sale of the aerospace business consisting of cash bonuses and stock based compensation. For the three months ended March 31, 2024, undistributed corporate expenses, net, also includes $17 million of corporate interest income.

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The company does not disclose total assets by segment as such information is not provided to the chief operating decision maker.

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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

4. Acquisitions and Dispositions

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Dispositions

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Discontinued Operations

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Aerospace

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In the third quarter of 2023, Ball entered into a Stock Purchase Agreement (Agreement) with BAE Systems, Inc. (BAE) and, for the limited purposes set forth therein, BAE Systems plc, to sell all outstanding equity interests in Ball’s aerospace business. On February 16, 2024, the company completed the divestiture of the aerospace business for a purchase price of $5.6 billion, subject to working capital adjustments and other customary closing adjustments under the terms of the Agreement, which are expected to be resolved mid-2024 and could impact the gain recognized. The divestiture resulted in a pre-tax gain of $4.67 billion, which is net of $20 million of costs to sell incurred and paid in 2023 related to the disposal. Cash proceeds received at close from the sale of $5.42 billion, net of the cash disposed, are presented in business dispositions, net of cash sold, in the unaudited condensed consolidated statement of cash flows for the three months ended March 31, 2024. The company expects to pay approximately $1.00 billion in income taxes related to the transaction throughout 2024, which are recorded in other current liabilities in the unaudited condensed consolidated balance sheet. Additionally, the completion of the divestiture results in the removal of the aerospace business from the company’s obligor group, as the business will no longer guarantee the company’s senior notes and senior credit facilities.

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The sale of the aerospace business represents a strategic shift that will have a major effect on Ball’s operations and financial results, including the removal of the aerospace reportable segment. Due to this shift, for all periods presented, the consolidated financial statements reflect the aerospace business’ financial results as discontinued operations in the unaudited condensed consolidated statements of earnings, and its assets and liabilities are presented as assets and liabilities held for sale in the unaudited condensed consolidated balance sheet as of December 31, 2023. See Note 1 for further information on the basis of presentation.

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The following table presents components of discontinued operations, net of tax for the three months ended March 31, 2024 and 2023:

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​	​	​	​	​	​	​
​	​	Three Months Ended March 31,
($ in millions)		2024			2023
​	​	​	​	​	​	​
Net sales	​	$	261	​	$	508
​	​	​	​	​	​	​
Cost of sales (excluding depreciation and amortization)	​	​	(214)	​	​	(413)
Depreciation and amortization	​	​	(9)	​	​	(19)
Selling, general and administrative	​	​	(11)	​	​	(16)
Gain on disposition	​	​	4,695	​	​	—
Tax (provision) benefit	​	​	(1,115)	​	​	(8)
Discontinued operations, net of tax	​	$	3,607	​	$	52

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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

The following table presents assets and liabilities that are classified as held for sale on the unaudited condensed consolidated balance sheet as of December 31, 2023:

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​	​	​	​
​	​	December 31,
($ in millions)		2023
​	​	​	​
Assets	​	​	​
Current assets	​	​	​
Receivables, net	​	$	277
Other current assets	​	​	56
Total current assets	​	​	333
Noncurrent assets	​	​	​
Property, plant and equipment, net	​	​	665
Other assets	​	​	188
Total assets of discontinued operations	​	$	1,186
​	​	​	​
Liabilities	​	​	​
Current liabilities	​	​	​
Accounts payable	​	$	92
Accrued employee costs	​	​	88
Deferred revenue	​	​	221
Other current liabilities	​	​	34
Total current liabilities	​	​	435
Noncurrent liabilities	​	​	​
Employee benefit obligations	​	​	163
Other liabilities	​	​	74
Total liabilities of discontinued operations	​	$	672

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The following table presents significant cash flow items from discontinued operations for the three months ended March 31, 2024 and 2023 included within the consolidated statements of cash flows. Amounts include adjustments to reconcile net earnings to cash provided by (used in) operating activities:

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​	​	​	​	​	​	​
​	​	Three Months Ended March 31,
($ in millions)		2024		​	2023
​	​	​	​	​	​	​
Provided by (used in)	​	​	​	​	​	​
Depreciation and amortization	​	$	9	​	$	19
Gain on Aerospace disposal	​	​	(4,695)	​	​	-
Capital expenditures	​	​	(13)	​	​	(24)

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

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​	​	​	​	​	​	​
​	​	Three Months Ended March 31,
($ in millions)	​	2024		​	2023
​	​	​	​	​	​	​
Supplemental cash flow information:	​	​	​	​	​	​
PP&E acquired but not yet paid	​	$	17	​	$	16

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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

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5. Revenue from Contracts with Customers

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

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​	​	​	​	​	​	​	​	​	​	​
​	​	($ in millions)								​
Three Months Ended March 31,	​	Point in Time		​	Over Time		​	Total
​	​	​	​	​	​	​	​	​	​	​
2024	​	$	556	​	$	2,318	​	$	2,874	​
2023	​	​	542	​	​	2,439	​	​	2,981	​

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Contract Balances

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The company did not have any contract assets at either March 31, 2024, or December 31, 2023. Unbilled receivables, which are not classified as contract assets, represent arrangements in which sales have been recorded prior to billing and right to payment is unconditional.

​

The opening and closing balances of the company’s current and noncurrent contract liabilities are as follows:

​

​	​	​	​	​	​	​
​	​	Contract		​	Contract
​	​	Liabilities		​	Liabilities
($ in millions)		(Current)		​	(Noncurrent)
​	​	​	​	​	​	​
Balance at December 31, 2023	​	$	114	​	$	3
Increase (decrease)	​	​	(15)	​	​	(1)
Balance at March 31, 2024	​	$	99	​	$	2
​	​	​	​	​	​	​

​

During the three months ended March 31, 2024, contract liabilities decreased by $16 million, which is net of cash received of $73 million and amounts recognized as sales of $89 million, the majority of which related to current contract liabilities. The amount of sales recognized in the three months ended March 31, 2024, that was included in the opening contract liabilities balance, was $89 million, all of which related to current contract liabilities. The difference between the opening and closing balances of the company’s contract liabilities primarily results from timing differences between the company’s performance and the customer’s payments. Current contract liabilities are classified within other current liabilities on the unaudited condensed consolidated balance sheets and noncurrent contract liabilities are classified within other liabilities.

​

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

6. Business Consolidation and Other Activities

​

Following is a summary of business consolidation and other activity (charges)/income included in the unaudited condensed consolidated statements of earnings:

​

​	​	​	​	​	​	​
​	​	Three Months Ended March 31,
($ in millions)		2024			2023
​	​	​	​	​	​	​
Beverage packaging, North and Central America	​	$	(30)	​	$	(22)
Beverage packaging, EMEA	​	​	—	​	​	5
Beverage packaging, South America	​	​	(1)	​	​	(2)
Other	​	​	5	​	​	(1)
​	​	$	(26)	​	$	(20)

​

2024

​

During the three months ended March 31, 2024, the net charges of $26 million were primarily related to facility closure costs. These charges were partially offset by income from the receipt of insurance proceeds for replacement costs related to the 2023 fire at the company’s Verona, Virginia extruded aluminum slug manufacturing facility.

​

2023

​

During the three months ended March 31, 2023, the net charges of $20 million primarily related to facility closure costs.

​

7.	Supplemental Cash and Cash Flow Statement Disclosures

​

​	​	​	​	​	​	​
​	​	March 31,
($ in millions)	​	2024			2023
​	​	​	​		​	​
Beginning of period:	​	​	​		​	​
Cash and cash equivalents	​	$	695		$	548
Current restricted cash (included in other current assets)	​	​	15		​	10
Total cash, cash equivalents and restricted cash	​	$	710		$	558
​	​	​	​		​	​
End of period:	​	​	​		​	​
Cash and cash equivalents	​	$	1,719		$	572
Current restricted cash (included in other current assets)	​	​	6		​	22
Total cash, cash equivalents and restricted cash	​	$	1,725		$	594

​

The company’s restricted cash is primarily related to receivables factoring programs and represents amounts collected from customers that have not yet been remitted to the banks as of the end of the reporting period.

​

The company recognized interest income of $26 million and $4 million for the three months ended March 31, 2024 and 2023, respectively, and has presented these amounts in selling, general and administrative in its unaudited condensed consolidated statements of earnings

​

Noncash investing activities include the acquisition of property, plant and equipment (PP&E) for which payment has not been made. These noncash capital expenditures are excluded from the unaudited condensed consolidated statements of

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

cash flows. A summary of the PP&E acquired but not yet paid, inclusive of amounts related to the historical aerospace business, is as follows:

​

​	​	​	​	​	​	​
​	​	March 31,
($ in millions)	​	2024			2023
​	​	​	​		​	​
Beginning of period:	​	​	​		​	​
PP&E acquired but not yet paid	​	$	204		$	392
​	​	​	​	​	​	​
End of period:	​	​	​		​	​
PP&E acquired but not yet paid	​	$	168		$	321

​

​

​

​

8. Receivables, Net

​

​	​	​	​	​	​	​
​	​	March 31,		​	December 31,
($ in millions)	​	2024			2023
​	​	​	​	​	​	​
Trade accounts receivable	​	$	2,050	​	$	1,165
Unbilled receivables	​	​	548	​	​	520
Less: Allowance for doubtful accounts	​	​	(13)	​	​	(15)
Net trade accounts receivable	​	​	2,585	​	​	1,670
Other receivables	​	​	465	​	​	387
​	​	$	3,050	​	$	2,057

​

The company has entered into several regional committed and uncommitted accounts receivable factoring programs with various financial institutions for certain receivables of the company. The programs are accounted for as true sales of the receivables and had combined limits of approximately $1.86 billion and $2.00 billion at March 31, 2024, and December 31, 2023, respectively. A total of $1.30 billion and $350 million were available for sale under these programs as of March 31, 2024, and December 31, 2023, respectively. The combined limit and available for sale amount as of December 31, 2023, include $160 million and $97 million, respectively, associated with receivable factoring programs included within the historical aerospace reportable segment. The company has recorded expense related to its factoring programs of $13 million and $15 million for the three months ended March 31, 2024 and 2023, respectively, and has presented these amounts in selling, general and administrative in its unaudited condensed consolidated statements of earnings.

​

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

​

9. Inventories, Net

​

​	​	​	​	​	​	​
​	​	March 31,		​	December 31,
($ in millions)		2024			2023
​	​	​	​	​	​	​
Raw materials and supplies	​	$	1,092	​	$	1,182
Finished goods	​	​	494	​	​	440
Less: Inventory reserves	​	​	(88)	​	​	(91)
​	​	$	1,498	​	$	1,531

​

​

​

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

10. Property, Plant and Equipment, Net

​

​	​	​	​	​	​	​
​	​	March 31,		​	December 31,
($ in millions)		2024			2023
​	​	​	​	​	​	​
Land	​	$	206	​	$	215
Buildings	​	​	1,804	​	​	1,792
Machinery and equipment	​	​	7,766	​	​	7,636
Construction-in-progress	​	​	1,041	​	​	1,179
​	​	​	10,817	​	​	10,822
Accumulated depreciation	​	​	(4,183)	​	​	(4,107)
​	​	$	6,634	​	$	6,715

​

Depreciation expense was $116 million and $109 million for the three months ended March 31, 2024 and 2023, respectively.

​

11. Goodwill

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
($ in millions)		​ BeveragePackaging,North & CentralAmerica			**​ BeveragePackaging,**EMEA			**​ BeveragePackaging,**South America			Other			Total
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at December 31, 2023	​	$	1,277	​	$	1,378	​	$	1,298	​	$	297	​	$	4,250
Effects of currency exchange	​	​	—	​	​	(37)	​	​	—	​	​	(4)	​	​	(41)
Other	​	​	—	​	​	—	​	​	2	​	​	—	​	​	2
Balance at March 31, 2024	​	$	1,277	​	$	1,341	​	$	1,300	​	$	293	​	$	4,211

​

​

12. Intangible Assets, Net

​

​	​	​	​	​	​	​
​	​	March 31,		​	December 31,
($ in millions)		2024			2023
​	​	​	​	​	​	​
Acquired customer relationships and other intangibles (net of accumulated amortization and impairment losses of $1.05 billion at March 31, 2024, and $1.06 billion at December 31, 2023)	​	$	1,150	​	$	1,197
Capitalized software (net of accumulated amortization of $164 million at March 31, 2024, and $162 million at December 31, 2023)	​	​	36	​	​	37
Other intangibles (net of accumulated amortization of $49 million at March 31, 2024, and $49 million at December 31, 2023)	​	​	13	​	​	14
​	​	$	1,199	​	$	1,248

​

Total amortization expense of intangible assets was $42 million and $38 million for the three months ended March 31, 2024 and 2023, respectively.

​

13. Other Assets

​

​	​	​	​	​	​	​
​	​	March 31,		​	December 31,
($ in millions)		2024			2023
​	​	​	​	​	​	​
Long-term pension assets	​	$	41	​	$	41
Right-of-use operating lease assets	​	​	345	​	​	365
Investments in affiliates	​	​	226	​	​	212
Long-term deferred tax assets	​	​	85	​	​	114
Other	​	​	633	​	​	622
​	​	$	1,330	​	$	1,354

​

​

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

​

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

​

​

14. Leases

​

The company enters into operating leases for buildings, warehouses, office equipment, production equipment, aircraft, land and other types of equipment. The company also enters into finance leases for certain plant equipment. Supplemental balance sheet information related to the company’s leases follows:

​

​	​	​	​	​	​	​	​
​	​	​	March 31,		​	December 31,
($ in millions)	Balance Sheet Location	​	2024		​	2023
​	​	​	​	​	​	​	​
Operating leases:	​	​	​	​	​	​	​
Operating lease ROU asset	Other assets	​	$	345	​	$	365
Current operating lease liabilities	Other current liabilities	​	​	80	​	​	83
Noncurrent operating lease liabilities	Other liabilities	​	​	273	​	​	287
Finance leases:	​	​	​	​	​	​	​
Finance lease ROU assets, net	Property, plant and equipment, net	​	​	8	​	​	8
Current finance lease liabilities	Short-term debt and current portion of long-term debt	​	​	3	​	​	3
Noncurrent finance lease liabilities	Long-term debt	​	​	7	​	​	7

​

​

​

​

​

15. Debt

​

Long-term debt consisted of the following:

​

​	​	​	​	​	​	​
​	​	March 31,		​	December 31,
($ in millions)		2024			2023
​	​	​	​	​	​	​
Senior Notes	​	​	​	​	​	​
0.875%, euro denominated, due March 2024	​	$	—	​	$	828
5.25% due July 2025	​	​	189	​	​	1,000
4.875% due March 2026	​	​	256	​	​	750
1.50%, euro denominated, due March 2027	​	​	594	​	​	607
6.875% due March 2028	​	​	750	​	​	750
6.00% due June 2029	​	​	1,000	​	​	1,000
2.875% due August 2030	​	​	1,300	​	​	1,300
3.125% due September 2031	​	​	850	​	​	850
Senior Credit Facility (at variable rates)	​	​	​	​	​	​
U.S. dollar revolver due June 2027	​	​	—	​	​	—
Term A loan due June 2027 (6.68% - 2024)	​	​	625	​	​	1,325
Finance lease obligations	​	​	10	​	​	10
Other (including debt issuance costs)	​	​	(52)	​	​	(60)
​	​	​	5,522	​	​	8,360
Less: Current portion	​	​	(3)	​	​	(856)
​	​	$	5,519	​	$	7,504

​

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 March 31, 2024, $1.69 billion was available under these revolving credit facilities. In addition to these facilities, the company had $278 million of committed short-term loans outstanding. The company also had approximately $937 million of short-term uncommitted credit facilities available at March 31, 2024. At December 31, 2023, the company had $196 million of committed short-term loans outstanding and $13 million outstanding under short-term uncommitted credit facilities.

​

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

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

​

The fair value of Ball’s long-term debt was estimated to be $5.22 billion and $8.07 billion at March 31, 2024 and December 31, 2023, respectively. The fair value reflects the market rates at each period end for debt with credit ratings similar to the company’s ratings and is classified as Level 2 within the fair value hierarchy. Rates currently available to the company for loans with similar terms and maturities are used to estimate the fair value of long-term debt based on discounted cash flows.

​

The U.S. note agreements and bank credit agreement contain certain restrictions relating to dividend payments, share repurchases, investments, financial ratios, guarantees and the incurrence of additional indebtedness. The company’s most restrictive debt covenant requires it to maintain a leverage ratio (as defined) of no greater than 5.0 times, which will change to 4.5 times as of September 30, 2025. The company was in compliance with the leverage ratio requirement at March 31, 2024, and for all prior periods presented, and has met all debt payment obligations.

​

16. Taxes on Income

​

The company’s effective tax rate was 26.7 percent and 21.4 percent for the three months ended March 31, 2024 and 2023, respectively. As compared to the statutory U.S. tax rate, the effective tax rate for the three months ended March 31, 2024, increased by 2.4 percentage points for non-U.S. rate differences and withholding taxes net of credits, increased by 1.7 percentage points for U.S. permanent differences, increased by 1.0 percentage points for tax on Global Intangible Low-Taxed Income, increased by 1.0 percentage points for Pillar Two Global Minimum Taxes and decreased by 0.7 percentage points for the effects of share-based compensation. As compared to the statutory U.S. tax rate, the effective tax rate for the three months ended March 31, 2023, increased by 0.9 percentage points for tax on Global Intangible Low-Taxed Income, increased by 0.7 percentage points for U.S. permanent differences and decreased by 1.1 percentage points for the effects of share-based compensation.

​

17. Employee Benefit Obligations

​

​	​	​	​	​	​	​
​	​	March 31,		​	December 31,
($ in millions)	​	2024			2023
​	​	​	​	​	​	​
Underfunded defined benefit pension liabilities	​	$	299	​	$	323
Less: Current portion	​	​	(20)	​	​	(21)
Long-term defined benefit pension liabilities	​	​	279	​	​	302
Long-term retiree medical liabilities	​	​	84	​	​	90
Deferred compensation plans	​	​	217	​	​	280
Other	​	​	65	​	​	63
​	​	$	645	​	$	735

​

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

Components of net periodic benefit cost associated with the company’s defined benefit pension plans were as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31,																	​
​	​	2024								​	2023								​
($ in millions)		U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total		​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Ball-sponsored plans:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Service cost	​	$	4	​	$	1	​	$	5	​	$	4	​	$	1	​	$	5	​
Interest cost	​	​	15	​	​	20	​	​	35	​	​	16	​	​	21	​	​	37	​
Expected return on plan assets	​	​	(22)	​	​	(20)	​	​	(42)	​	​	(22)	​	​	(24)	​	​	(46)	​
Amortization of prior service cost	​	​	—	​	​	1	​	​	1	​	​	—	​	​	1	​	​	1	​
Recognized net actuarial loss	​	​	1	​	​	4	​	​	5	​	​	1	​	​	—	​	​	1	​
Total net periodic benefit cost	​	$	(2)	​	$	6	​	$	4	​	$	(1)	​	$	(1)	​	$	(2)	​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

​

Non-service pension income of $1 million and $7 million for the three months ended March 31, 2024 and 2023, respectively, is included in selling, general, and administrative (SG&A) expenses in the unaudited condensed consolidated statements of earnings.

​

Contributions to the company’s defined benefit pension plans were $10 million for the first three months of 2024 compared to $4 million for the first three months of 2023, and such contributions are expected to be approximately $33 million for the full year of 2024. This estimate may change based on changes in the Pension Protection Act, actual plan asset performance and available company cash flow, among other factors.

​

In November 2023, the Trustee Board of the U.K. defined benefit pension plan entered into an agreement with an insurance company for a bulk annuity purchase, or “buy-in”, for its U.K. defined benefit pension plan to reduce retirement plan risk, while delivering promised benefits to plan participants. This transaction allows the company to reduce volatility by removing investment, longevity, mortality, interest rate and inflation risk upon the transfer of significantly all of the pension plan assets to the insurer in exchange for the group annuity insurance contract. At this time the Company retains both the fair value of the annuity contract within plan assets and the pension benefit obligations related to these participants. The plan was frozen on April 5, 2024, and the company anticipates the “buy-out” may occur within the next two years, which will trigger a pension settlement that will result in all plan balances, including accumulated pension components within other comprehensive income, being charged to expense as a noncash settlement charge.

​

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

18. Equity and Accumulated Other Comprehensive Earnings (Loss)

​

The following tables provide additional details of the company’s equity activity, inclusive of activity related to the aerospace business impacting the company’s equity:

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Common Stock				​	Treasury Stock				​	​	​	​	Accumulated Other		​	​	​	​	​	​
​	​	Number of	​	​		​	Number of	​	​		​	Retained		​	Comprehensive		​	Noncontrolling		​	Total
($ in millions; share amounts in thousands)		Shares		Amount			Shares		Amount			Earnings			Earnings (Loss)			Interest			Equity
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at December 31, 2023	​	683,241	​	$	1,312	​	(367,551)	​	$	(4,390)	​	$	7,763	​	$	(916)	​	$	68	​	$	3,837
Net earnings	​	—	​	​	—	​	—	​	​	—	​	​	3,685	​	​	—	​	​	1	​	​	3,686
Other comprehensive earnings (loss), net of tax	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	23	​	​	—	​	​	23
Common dividends	​	—	​	​	—	​	—	​	​	—	​	​	(63)	​	​	—	​	​	—	​	​	(63)
Treasury stock purchases	​	—	​	​	—	​	(3,065)	​	​	(196)	​	​	—	​	​	—	​	​	—	​	​	(196)
Treasury shares reissued	​	—	​	​	—	​	72	​	​	7	​	​	—	​	​	—	​	​	—	​	​	7
Shares issued and stock compensation for stock options and other stock plans, net of shares exchanged	​	319	​	​	40	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	40
Distributions from deferred compensation plans and other activity	​	—	​	​	—	​	—	​	​	42	​	​	1	​	​	—	​	​	—	​	​	43
Balance at March 31, 2024	​	683,560	​	$	1,352	​	(370,544)	​	$	(4,537)	​	$	11,386	​	$	(893)	​	$	69	​	$	7,377

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Common Stock				​	Treasury Stock				​	​	​	​	Accumulated Other		​	​	​	​	​	​
​	​	Number of	​	​		​	Number of	​	​		​	Retained		​	Comprehensive		​	Noncontrolling		​	Total
($ in millions; share amounts in thousands)		Shares		Amount			Shares		Amount			Earnings			Earnings (Loss)			Interest			Equity
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at December 31, 2022	​	682,144	​	$	1,260	​	(368,036)	​	$	(4,429)	​	$	7,309	​	$	(679)	​	$	66	​	$	3,527
Net earnings	​	—	​	​	—	​	—	​	​	—	​	​	177	​	​	—	​	​	3	​	​	180
Other comprehensive earnings (loss), net of tax	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	42	​	​	—	​	​	42
Common dividends	​	—	​	​	—	​	—	​	​	—	​	​	(63)	​	​	—	​	​	—	​	​	(63)
Treasury stock purchases	​	—	​	​	—	​	(39)	​	​	(3)	​	​	—	​	​	—	​	​	—	​	​	(3)
Treasury shares reissued	​	—	​	​	—	​	146	​	​	8	​	​	—	​	​	—	​	​	—	​	​	8
Shares issued and stock compensation for stock options and other stock plans, net of shares exchanged	​	272	​	​	8	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	8
Other activity	​	—	​	​	—	​	—	​	​	10	​	​	(1)	​	​	—	​	​	—	​	​	9
Balance at March 31, 2023	​	682,416	​	$	1,268	​	(367,929)	​	$	(4,414)	​	$	7,422	​	$	(637)	​	$	69	​	$	3,708

​

On April 24, 2024, Ball’s Board of Directors approved the repurchase by the company of up to a total of 40 million shares of its common stock. This repurchase authorization replaced all previous authorizations.

​

Accumulated Other Comprehensive Earnings (Loss)

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
($ in millions)		​ CurrencyTranslation**(Net of Tax)**			Pension andOther PostretirementBenefits**(Net of Tax)**		​		Derivatives Designated as Hedges**(Net of Tax)**			AccumulatedOtherComprehensive****Earnings (Loss)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at December 31, 2023	​	$	(380)	​	$	(537)	(a)	​	$	1	​	$	(916)
Other comprehensive earnings (loss) before reclassifications	​	​	(87)	​	​	8	​	​	​	31	​	​	(48)
Amounts reclassified into earnings	​	​	—	​	​	3	​	​	​	(26)	​	​	(23)
Aerospace disposal	​	​	—	​	​	94	​	​	​	—	​	​	94
Balance at March 31, 2024	​	$	(467)	​	$	(432)	​	​	$	6	​	$	(893)

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

​

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

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

​

​	​	​	​	​	​	​
​	​	Three Months Ended March 31,
($ in millions)		2024			2023
​	​	​	​	​	​	​
Gains (losses) on cash flow hedges:	​	​	​	​	​	​
Commodity contracts recorded in net sales	​	$	13	​	$	(13)
Commodity contracts recorded in cost of sales	​	​	(14)	​	​	—
Currency exchange contracts recorded in selling, general and administrative	​	​	32	​	​	(3)
Interest rate contracts recorded in interest expense	​	​	3	​	​	—
Total before tax effect	​	​	34	​	​	(16)
Tax benefit (expense) on amounts reclassified into earnings	​	​	(8)	​	​	4
Recognized gain (loss), net of tax	​	$	26	​	$	(12)
​	​	​	​	​	​	​
Amortization and disposal of pension and other postretirement benefits: (a)	​	​	​	​	​	​
Actuarial gains (losses) (b)	​	$	(3)	​	$	(1)
Prior service income (expense) (b)	​	​	(1)	​	​	(1)
Aerospace disposal	​	​	(127)	​	​	—
Total before tax effect	​	​	(131)	​	​	(2)
Tax benefit (expense) on amounts reclassified into earnings	​	​	34	​	​	1
Recognized gain (loss), net of tax	​	$	(97)	​	$	(1)

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

(b)	These components are included in the computation of net periodic benefit cost detailed in Note 17.

​

​

19. Earnings and Dividends Per Share

​

​	​	​	​	​	​	​
​	​	Three Months Ended March 31,
($ in millions, except per share amounts; shares in thousands)		2024			2023
​	​	​	​	​	​	​
Earnings from continuing operations attributable to Ball Corporation, net of tax	​	$	78	​	$	125
Discontinued operations, net of tax	​	​	3,607	​	​	52
Net earnings attributable to Ball Corporation	​	$	3,685	​	$	177
​	​	​	​	​	​	​
Basic weighted average common shares	​	​	314,950	​	​	314,236
Effect of dilutive securities	​	​	2,435	​	​	2,431
Weighted average shares applicable to diluted earnings per share	​	​	317,385	​	​	316,667
​	​	​	​	​	​	​
Basic - continuing operations	​	$	0.25	​	$	0.40
Basic - discontinued operations	​	​	11.45	​	​	0.16
Per basic share	​	$	11.70	​	$	0.56
​	​	​	​	​	​	​
Diluted - continuing operations	​	$	0.25	​	$	0.40
Diluted - discontinued operations	​	​	11.36	​	​	0.16
Per diluted share	​	$	11.61	​	$	0.56

​

Certain outstanding options were excluded from the diluted earnings per share calculation because they were anti-dilutive. The excluded options totaled approximately 5 million and 4 million for the three months ended March 31, 2024 and 2023, respectively.

​

The company declared and paid dividends of $0.20 per share for the three months ended March 31, 2024 and 2023.

​

​

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

20. Financial Instruments and Risk Management

​

Policies and Procedures

​

The company employs established risk management policies and procedures, which seek to reduce the company’s commercial risk exposure to fluctuations in commodity prices, interest rates, currency exchange rates 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 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 offset any amounts owed with regard to open derivative positions.

​

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

​

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

​

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

​

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

​

​	​	​	​	​	​	​	​	​	​
($ in millions)	​	March 31, 2024
Commercial risk area	​	Commodity			Currency			Interest Rate
​	​	​	​	​	​	​	​	​	​
Notional amount of contracts	​	$	1,104	​	$	4,552	​	$	600
Net gain (loss) included in AOCI, after-tax	​	​	(2)	​	​	(3)	​	​	11
Net gain (loss) included in AOCI, after-tax, expected to be recognized in net earnings within the next 12 months	​	​	(2)	​	​	9	​	​	11
​	​	​	​	​	​	​	​	​	​
Longest duration of forecasted cash flow hedge transactions in years	​	​	2	​	​	2	​	​	3

​

Common Stock Price Risk

​

The company’s deferred compensation stock program is subject to variable plan accounting and, accordingly, is marked to fair value using the company’s closing stock price at the end of the related reporting period. The company entered into total return swaps to reduce the company’s earnings exposure to these fair value fluctuations that will be outstanding through March 2025, and which have a combined notional value of 1.5 million shares. Based on the current number of shares in the program, each $1 change in the company’s stock price would have an insignificant impact on pretax earnings, net of the impact of related derivatives.

​

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

Fair Value Measurements

​

Ball has classified all applicable financial derivative assets and liabilities as Level 2 within the fair value hierarchy as of March 31, 2024, and December 31, 2023, and presented those values in the tables below. The company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	March 31, 2024
($ in millions)	Balance Sheet Location		DerivativesDesignatedas Hedging****Instruments			Derivatives notDesignated asHedging****Instruments			Total
​	​	​	​	​	​	​	​	​	​	​
Assets:	​	​	​	​	​	​	​	​	​	​
Commodity contracts	​	​	$	16	​	$	—	​	$	16
Currency contracts	​	​	​	76	​	​	9	​	​	85
Interest rate and other contracts	​	​	​	18	​	​	4	​	​	22
Total current derivative contracts	Other current assets	​	$	110	​	$	13	​	$	123
​	​	​	​	​	​	​	​	​	​	​
Commodity contracts	​	​	$	1	​	$	—	​	$	1
Currency contracts	​	​	​	11	​	​	—	​	​	11
Total noncurrent derivative contracts	Other noncurrent assets	​	$	12	​	$	—	​	$	12
	​	​	​	​	​	​	​	​	​	​
Liabilities:	​	​	​	​	​	​	​	​	​	​
Commodity contracts	​	​	$	15	​	$	—	​	$	15
Currency contracts	​	​	​	—	​	​	18	​	​	18
Interest rate and other contracts	​	​	​	3	​	​	—	​	​	3
Total current derivative contracts	Other current liabilities	​	$	18	​	$	18	​	$	36
​	​	​	​	​	​	​	​	​	​	​
Commodity contracts	​	​	$	1	​	$	—	​	$	1
Currency contracts	​	​	​	—	​	​	1	​	​	1
Total noncurrent derivative contracts	Other noncurrent liabilities	​	$	1	​	$	1	​	$	2

​

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

​	​	​	​	​	​	​	​	​	​	​
​	​	​	December 31, 2023
($ in millions)	Balance Sheet Location	​	DerivativesDesignatedas Hedging****Instruments			Derivatives notDesignated asHedging****Instruments			Total
​	​	​	​	​	​	​	​	​	​	​
Assets:	​	​	​	​	​	​	​	​	​	​
Commodity contracts	​	​	$	20	​	$	—	​	$	20
Currency contracts	​	​	​	65	​	​	13	​	​	78
Interest rate and other contracts	​	​	​	9	​	​	2	​	​	11
Total current derivative contracts	Other current assets	​	$	94	​	$	15	​	$	109
​	​	​	​	​	​	​	​	​	​	​
Currency contracts	​	​	$	1	​	$	—	​	$	1
Total noncurrent derivative contracts	Other noncurrent assets	​	$	1	​	$	—	​	$	1
	​	​	​	​	​	​	​	​	​	​
Liabilities:	​	​	​	​	​	​	​	​	​	​
Commodity contracts	​	​	$	19	​	$	—	​	$	19
Currency contracts	​	​	​	—	​	​	30	​	​	30
Interest rate and other contracts	​	​	​	3	​	​	—	​	​	3
Total current derivative contracts	Other current liabilities	​	$	22	​	$	30	​	$	52
​	​	​	​	​	​	​	​	​	​	​
Currency contracts	​	​	$	1	​	$	—	​	$	1
Total noncurrent derivative contracts	Other noncurrent liabilities	​	$	1	​	$	—	​	$	1

​

The company uses closing spot and forward market prices as published by the London Metal Exchange, the Chicago Mercantile Exchange, Reuters and Bloomberg to determine the fair value of any outstanding aluminum, currency, energy and interest rate spot and forward contracts. Option contracts are valued using a Black-Scholes model with observable market inputs for aluminum, currency and interest rates. The company values each of its financial instruments either internally using a single valuation technique, from a reliable observable market source or from third-party software. The present value discounting factor is based on the comparable time period Secured Overnight Financing Rate (SOFR), London Inter-Bank Offered Rate (LIBOR) or 12-month LIBOR. Ball performs validations of the company’s internally derived fair values reported for the company’s financial instruments on a quarterly basis utilizing counterparty valuation statements. The company additionally evaluates counterparty creditworthiness and, as of March 31, 2024, has not identified any circumstances requiring the reported values of the company’s financial instruments be adjusted.

​

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

The following table provides the effects of derivative instruments in the unaudited condensed consolidated statements of earnings and on accumulated other comprehensive earnings (loss):

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Three Months Ended March 31,											​
​	​	​	​	2024					​	2023					​
($ in millions)		**Location of Gain (Loss)**Recognized in Earnings on Derivatives		Cash FlowHedge -ReclassifiedAmount fromAccumulatedOtherComprehensive****Earnings (Loss)			Gain (Loss) onDerivatives notDesignated asHedgeInstruments			Cash FlowHedge -ReclassifiedAmount fromAccumulatedOtherComprehensive****Earnings (Loss)			Gain (Loss) onDerivatives notDesignated asHedgeInstruments		​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Commodity contracts - manage exposure to customer pricing	​	Net sales	​	$	13	​	$	—	​	$	(13)	​	$	—	​
Commodity contracts - manage exposure to supplier pricing	​	Cost of sales	​	​	(14)	​	​	3	​	​	—	​	​	(7)	​
Interest rate contracts - manage exposure for outstanding debt	​	Interest expense	​	​	3	​	​	—	​	​	—	​	​	(5)	​
Currency contracts - manage currency exposure	​	Selling, general and administrative	​	​	32	​	​	27	​	​	(3)	​	​	(1)	​
Equity contracts	​	Selling, general and administrative	​	​	—	​	​	14	​	​	—	​	​	8	​
Total	​	​	​	$	34	​	$	44	​	$	(16)	​	$	(5)	​

​

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

​

​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31,					​
($ in millions)		2024			2023
​	​	​	​	​	​	​	​
Amounts reclassified into earnings:	​	​	​	​	​	​	​
Commodity contracts	​	$	1	​	$	13	​
Interest rate contracts	​	​	(3)	​	​	—	​
Currency exchange contracts	​	​	(32)	​	​	3	​
Change in fair value of cash flow hedges:	​	​	​	​	​	​	​
Commodity contracts	​	​	1	​	​	14	​
Interest rate contracts	​	​	12	​	​	—	​
Currency exchange contracts	​	​	29	​	​	(1)	​
Currency and tax impacts	​	​	(3)	​	​	(8)	​
​	​	$	5	​	$	21	​

​

​

​

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

21. Contingencies

​

Ball is subject to numerous lawsuits, claims or proceedings arising out of the ordinary course of business, including actions related to product liability; personal injury; the use and performance of company products; warranty matters; patent, trademark or other intellectual property infringement; contractual liability; the conduct of the company’s business; tax reporting in domestic and non-U.S. jurisdictions; workplace safety and environmental and other matters. The company has also been identified as a potentially responsible party (PRP) at several waste disposal sites under U.S. federal and related state environmental statutes and regulations and may have joint and several liability for any investigation and remediation costs incurred with respect to such sites. In addition, the company has received claims alleging that employees in certain plants have suffered damages due to exposure to alleged workplace hazards. Some of these lawsuits, claims and proceedings involve substantial amounts, including as described below, and some of the environmental proceedings involve potential monetary costs or sanctions that may be material. Ball has denied liability with respect to many of these lawsuits, claims and proceedings and is vigorously defending such lawsuits, claims and proceedings. The company carries various forms of commercial, property and casualty, and other forms of insurance; however, such insurance may not be applicable or adequate to cover the costs associated with a judgment against Ball with respect to these lawsuits, claims and proceedings. The company estimates that potential liabilities for all currently known and estimable environmental matters are approximately $24 million in the aggregate, and such amounts have been included in other current liabilities and other noncurrent liabilities at March 31, 2024. Based on the information available at the present time, any reasonably possible loss that may be incurred in excess of the recorded accruals cannot be estimated.

​

On February 1, 2012, Ball Metal Beverage Container Corp. (“BMBCC”) filed suit against Crown Technology Holding, Inc. (“Crown”) in the United States District Court for the Southern District of Ohio seeking a declaratory judgment that the CDL beverage can end made and sold by BMBCC did not infringe certain U.S. patents held by Crown. In response, Crown filed a counterclaim alleging that the CDL ends made and sold by BMBCC infringed the subject patents and seeking damages. On September 25, 2019, the District Court granted BMBCC’s motion for summary judgment holding that the patents at issue were invalid due to indefiniteness. On October 20, 2019, Crown appealed this decision to the Court of Appeals for the Federal Circuit (“CAFC”). On December 31, 2020, the CAFC in a non-precedential decision, vacated the decision of the District Court finding that the District Court had not considered an additional factor under a novel position advanced by the CAFC, and remanded the case to the District Court for further proceedings. On August 2, 2023, the District Court again granted summary judgment to Ball finding that patent claims at issue are invalid due to invalidity under the revised analytical framework specified by the CAFC. On August 4, 2023, Crown appealed this decision to the CAFC. Briefing for this appeal concluded on February 20, 2024. Oral argument is expected to be scheduled during 2024 with a decision to follow. Based on the information available at the present time, the Company is unable to predict the ultimate outcome of this claim including the amount of any reasonably possible loss and we intend to vigorously defend this matter.

​

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

​

22. Indemnifications and Guarantees

​

General Guarantees

​

The company or its appropriate consolidated direct or indirect subsidiaries have made certain indemnities, commitments and guarantees under which the specified entity may be required to make payments in relation to certain transactions. These indemnities, commitments and guarantees include indemnities to the customers of the subsidiaries in connection with the sales of their packaging products and services; guarantees to suppliers of subsidiaries of the company guaranteeing the performance of the respective entity under a purchase agreement, construction contract, renewable energy purchase contract or other commitment; guarantees in respect of certain non-U.S. subsidiaries’ pension plans; indemnities for liabilities associated with the infringement of third-party patents, trademarks or copyrights under various types of agreements; indemnities to various lessors in connection with facility, equipment, furniture and other personal

Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

property leases for certain claims arising from such leases; indemnities pursuant to agreements relating to certain joint ventures; indemnities in connection with the sale of businesses or substantially all of the assets and specified liabilities of businesses; and indemnities to directors, officers and employees of the company to the extent permitted under the laws of the State of Indiana and the United States of America. The duration of these indemnities, commitments and guarantees varies and, in certain cases, is indefinite.

​

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

​

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

​

Debt Guarantees

​

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

​

​