Ball 10-Q 2025-03-31

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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 March 31, 2025

or

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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 May 2, 2025
Common Stock, without par value	​	BALL	​	NYSE	​	277,417,504 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 March 31, 2025

INDEX

​	​	Page****Number
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
​	Unaudited Condensed Consolidated Statements of Earnings for the Three Months Ended March 31, 2025 and 2024	1
​	Unaudited Condensed Consolidated Statements of Comprehensive Earnings (Loss) for the Three Months Ended March 31, 2025 and 2024	2
​	Unaudited Condensed Consolidated Balance Sheets at March 31, 2025, and December 31, 2024	3
​	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	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	11
​	Note 6. Business Consolidation and Other Activities	12
​	Note 7. Supplemental Cash Flow Statement and Other Disclosures	12
​	Note 8. Receivables, Net	13
​	Note 9. Inventories, Net	13
​	Note 10. Property, Plant and Equipment, Net	13
​	Note 11. Goodwill	14
​	Note 12. Intangible Assets, Net	14
​	Note 13. Other Assets	14
​	Note 14. Leases	15
​	Note 15. Debt	15
​	Note 16. Taxes on Income	16
​	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	19
​	Note 21. Contingencies	24
​	Note 22. Indemnifications and Guarantees	24
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
PART II.	OTHER INFORMATION	34

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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 March 31,
($ in millions, except per share amounts)	​	2025			2024
​	​	​	​	​	​	​
Net sales	​	$	3,097	​	$	2,874
​	​	​	​	​	​	​
Cost of sales (excluding depreciation and amortization)	​	​	(2,493)	​	​	(2,283)
Depreciation and amortization	​	​	(150)	​	​	(158)
Selling, general and administrative	​	​	(149)	​	​	(237)
Business consolidation and other activities	​	​	(13)	​	​	(26)
Interest income	​	​	7	​	​	26
Interest expense	​	​	(70)	​	​	(93)
Debt refinancing and other costs	​	​	—	​	​	(2)
​	​	​	​	​	​	​
Earnings before taxes	​	​	229	​	​	101
Tax (provision) benefit	​	​	(53)	​	​	(27)
Equity in results of affiliates, net of tax	​	​	5	​	​	5
Earnings from continuing operations	​	​	181	​	​	79
Discontinued operations, net of tax	​	​	(2)	​	​	3,607
Net earnings	​	​	179	​	​	3,686
Net earnings attributable to noncontrolling interests	​	​	—	​	​	1
Net earnings attributable to Ball Corporation	​	$	179	​	$	3,685
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​	​	​	​	​	​	​
Earnings per share:	​	​	​	​	​	​
Basic - continuing operations	​	$	0.64	​	$	0.25
Basic - discontinued operations	​	​	(0.01)	​	​	11.45
Total basic earnings per share	​	$	0.63	​	$	11.70
​	​	​	​	​	​	​
Diluted - continuing operations	​	$	0.64	​	$	0.25
Diluted - discontinued operations	​	​	(0.01)	​	​	11.36
Total diluted earnings per share	​	$	0.63	​	$	11.61
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​	​	​	​	​	​	​
Weighted average shares outstanding: (000s)	​	​	​	​	​	​
Basic	​	​	283,292	​	​	314,950
Diluted	​	​	285,067	​	​	317,385

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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)		2025			2024
​	​	​	​	​	​	​
Net earnings	​	$	179	​	$	3,686
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Other comprehensive earnings (loss):	​	​	​	​	​	​
Currency translation adjustment	​	​	66	​	​	(87)
Pension and other postretirement benefits	​	​	(15)	​	​	141
Derivatives designated as hedges	​	​	(2)	​	​	8
Total other comprehensive earnings (loss)	​	​	49	​	​	62
Tax (provision) benefit	​	​	12	​	​	(39)
Total other comprehensive earnings (loss), net of tax	​	​	61	​	​	23
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Total comprehensive earnings	​	​	240	​	​	3,709
Comprehensive earnings attributable to noncontrolling interests	​	​	—	​	​	1
Comprehensive earnings attributable to Ball Corporation	​	$	240	​	$	3,708

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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)		2025			2024
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Assets	​	​	​	​	​	​
Current assets	​	​	​	​	​	​
Cash and cash equivalents	​	$	449	​	$	885
Receivables, net	​	​	2,637	​	​	2,166
Inventories, net	​	​	1,642	​	​	1,477
Other current assets	​	​	212	​	​	169
Current assets held for sale	​	​	100	​	​	144
Total current assets	​	​	5,040	​	​	4,841
Noncurrent assets	​	​	​	​	​	​
Property, plant and equipment, net	​	​	6,377	​	​	6,173
Goodwill	​	​	4,241	​	​	4,172
Intangible assets, net	​	​	1,062	​	​	1,080
Other assets	​	​	1,319	​	​	1,362
Total assets	​	$	18,039	​	$	17,628
​	​	​	​	​	​	​
Liabilities and Equity	​	​	​	​	​	​
Current liabilities	​	​	​	​	​	​
Short-term debt and current portion of long-term debt	​	$	583	​	$	361
Accounts payable	​	​	3,226	​	​	3,418
Accrued employee costs	​	​	210	​	​	303
Other current liabilities	​	​	804	​	​	725
Current liabilities held for sale	​	​	22	​	​	40
Total current liabilities	​	​	4,845	​	​	4,847
Noncurrent liabilities	​	​	​	​	​	​
Long-term debt	​	​	6,134	​	​	5,312
Employee benefit obligations	​	​	541	​	​	577
Deferred taxes	​	​	580	​	​	594
Other liabilities	​	​	370	​	​	368
Total liabilities	​	​	12,470	​	​	11,698
​	​	​	​	​	​	​
Equity	​	​	​	​	​	​
Common stock (684,673,139 shares issued - 2025; 684,168,252 shares issued - 2024)	​	​	1,401	​	​	1,395
Retained earnings	​	​	11,649	​	​	11,527
Accumulated other comprehensive earnings (loss)	​	​	(942)	​	​	(1,003)
Treasury stock, at cost (405,213,205 shares - 2025; 394,790,362 shares - 2024)	​	​	(6,607)	​	​	(6,057)
Total Ball Corporation shareholders' equity	​	​	5,501	​	​	5,862
Noncontrolling interests	​	​	68	​	​	68
Total equity	​	​	5,569	​	​	5,930
Total liabilities and equity	​	$	18,039	​	$	17,628

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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)		2025			2024
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Cash Flows from Operating Activities	​	​	​	​	​	​
Net earnings	​	$	179	​	$	3,686
Adjustments to reconcile net earnings to cash provided by (used in) operating activities:	​	​	​	​	​	​
Depreciation and amortization	​	​	150	​	​	167
Business consolidation and other activities	​	​	13	​	​	26
Deferred tax provision (benefit)	​	​	(29)	​	​	176
Gain on Aerospace disposal	​	​	2	​	​	(4,695)
Pension contributions	​	​	(7)	​	​	(10)
Other, net	​	​	(86)	​	​	46
Changes in working capital components, net of acquisitions and dispositions	​	​	(887)	​	​	(643)
Cash provided by (used in) operating activities	​	​	(665)	​	​	(1,247)
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Cash Flows from Investing Activities	​	​	​	​	​	​
Capital expenditures	​	​	(81)	​	​	(154)
Business acquisitions, net of cash acquired	​	​	(159)	​	​	—
Business dispositions, net of cash sold	​	​	1	​	​	5,422
Other, net	​	​	32	​	​	24
Cash provided by (used in) investing activities	​	​	(207)	​	​	5,292
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Cash Flows from Financing Activities	​	​	​	​	​	​
Long-term borrowings

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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. With a growth mindset and by pursuing operational excellence, we lean on our competitive strengths to reach our financial goals. We are focused on maintaining our strong financial position by listening to and partnering with our global customers, delivering operational efficiencies and an innovative product portfolio from our best-in-class manufacturing facilities and returning value to shareholders via share repurchases and dividends. In the aluminum packaging industry, sales and earnings can be increased by reducing costs, increasing prices, developing new products, expanding volume and making strategic acquisitions.

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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 packaging industry is growing and is expected to continue to grow in the medium to long term.

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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 volume 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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From time to time, we have evaluated and expect to continue to evaluate 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 that the rate of inflation is slowing in the majority of regions where we operate. That said, 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, tariffs, and changing demand for certain goods and services. There is currently significant uncertainty as to the extent and duration of tariffs and the associated impacts on inflation. Furthermore, we cannot predict with any certainty the impact that interest rates, a global or any regional recession, tariffs, or higher inflation may have on our customers or suppliers. Additionally, we are unable to predict the potential effects that any future pandemic, hyperinflation in Argentina and Egypt, or the continuation or escalation of global conflicts, including the conflict between Russia and Ukraine and the instability in the Middle East and Myanmar, 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 March 31,					​
($ in millions)		2025			2024		​
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Net sales	​	$	3,097	​	$	2,874	​
Net earnings attributable to Ball Corporation	​	​	179	​	​	3,685	​
Net earnings attributable to Ball Corporation as a % of net sales	​	​	6	%	​	128	%

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Sales in the three months ended March 31, 2025, increased $223 million compared to the same period in 2024 primarily due to increases of $150 million from price/mix, mainly from higher aluminum prices, and $117 million from higher volume.

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Net earnings attributable to Ball Corporation for the three months ended March 31, 2025, decreased $3.51 billion compared to the same period in 2024 primarily due to decreases of $3.61 billion from lower discontinued operations, net of tax, and $26 million from a higher provision for income taxes, partially offset by increases of $79 million from lower incremental compensation cost from the successful sale of the aerospace business incurred in 2024, $28 million from the results of the reportable segments discussed below and $23 million from lower interest expense.

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When analyzing net earnings attributable to Ball Corporation as a percentage of net sales, it is important to note that net earnings attributable to Ball Corporation in 2024 includes discontinued operations, net of tax resulting from the net sales attributable to the historical aerospace reportable segment through the date of the divestiture on February 16, 2024, that are reported as discontinued operations. However, net sales attributable to the historical aerospace reportable segment are not included in the 2024 net sales figure in the table above.

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Cost of Sales (Excluding Depreciation and Amortization)

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Cost of sales, excluding depreciation and amortization, was $2,493 million and $2,283 million for the three months ended March 31, 2025 and 2024, respectively. These amounts represented 80 percent and 79 percent of consolidated net sales for the three months ended March 31, 2025 and 2024, respectively. The increase for the three months ended March 31, 2025, was primarily due to higher aluminum costs of $179 million, and other items discussed in the reportable segment sections below.

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Depreciation and Amortization

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Depreciation and amortization expense was $150 million and $158 million for the three months ended March 31, 2025 and 2024, respectively. These amounts represented 5 percent of consolidated net sales for the three months ended March 31, 2025 and 2024. The decrease in expense compared to the same period in 2024 was primarily due to lower amortization expense.

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Selling, General and Administrative

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Selling, general and administrative was $149 million and $237 million for the three months ended March 31, 2025 and 2024, respectively. These amounts represented 5 percent and 8 percent of consolidated net sales for the three months

ended March 31, 2025 and 2024, respectively. The decrease for the three months ended March 31, 2025, was primarily due to decreased compensation costs of $71 million, which in 2024 included incremental cash bonuses and stock-based compensation cost from the successful sale of the aerospace business.

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Business Consolidation and Other Activities

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Business consolidation and other activities resulted in charges of $13 million and $26 million for the three months ended March 31, 2025 and 2024, respectively. The 2025 amount includes a loss related to the aluminum cups business transaction and costs for previously announced facility closures. The 2024 amount primarily included facility shutdown costs. Further details regarding business consolidation and other activities are provided in Note 6.

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Interest Income

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Interest income was $7 million and $26 million for the three months ended March 31, 2025 and 2024, respectively. The decrease in interest income for the three months ended March 31, 2025, was primarily due to the higher amount of cash on hand in 2024 from the sale of the aerospace business.

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Interest Expense

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Interest expense was $70 million and $93 million for the three months ended March 31, 2025 and 2024, respectively. Interest expense as a percentage of average borrowings decreased by approximately 80 basis points from 5.2 percent for the three months ended March 31, 2024, to 4.4 percent for the three months ended March 31, 2025. The interest expense decrease for the three months ended March 31, 2025, was primarily driven by decreases of $13 million from lower weighted average interest rates on outstanding debt during the year and $10 million from a lower amount of weighted average principal outstanding during the year.

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Income Taxes

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The effective tax rate for the three months ended March 31, 2025, was 23.1 percent, compared to 26.7 percent for the same period in 2024. The decrease of 3.6 percentage points for the three months ended March 31, 2025, was primarily due to increased tax benefits from U.S. permanent differences as well as non-U.S. rate differences and withholding taxes net of credits. This was partially offset by the effects of state and local taxes. Similar impacts may occur in future periods, but given their 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 three reportable segments discussed below.

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Beverage Packaging, North and Central America

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​	​	​	​	​	​	​	​	​
​	​	​	Three Months Ended March 31,					​
($ in millions)		​	2025			2024
​	​	​	​	​	​	​	​	​
Net sales	​	​	$	1,463	​	$	1,403	​
Comparable operating earnings	​	​	​	195	​	​	192	​
Comparable operating earnings as a % of segment net sales	​	​	​	13	%	​	14	%

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Ball permanently ceased production at its aluminum beverage can manufacturing facility in Kent, Washington in the first quarter of 2024 and acquired an aluminum beverage can manufacturing facility in Winter Haven, Florida in the first quarter of 2025 as part of its acquisition of Florida Can Manufacturing. See Note 4 for further details on the acquisition.

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Segment sales for the three months ended March 31, 2025, were $60 million higher compared to the same period in 2024. The increase for the three months ended March 31, 2025, was primarily due to increases of $48 million from price/mix, mainly from higher aluminum prices, and $12 million from higher volume.

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Comparable operating earnings for the three months ended March 31, 2025, were $3 million higher compared to the same period in 2024. The increase for the three months ended March 31, 2025, was primarily due to increases mainly from higher volume.

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Beverage Packaging, EMEA

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​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31,					​
($ in millions)		2025			2024
​	​	​	​	​	​	​	​
Net sales	​	$	903	​	$	810	​
Comparable operating earnings	​	​	96	​	​	85	​
Comparable operating earnings as a % of segment net sales	​	​	11	%	​	10	%

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Segment sales for the three months ended March 31, 2025, were $93 million higher compared to the same period in 2024. The increase for the three months ended March 31, 2025, was primarily due to increases of $69 million from higher volume and $57 million from price/mix, mainly from higher aluminum prices, partially offset by a decrease of $33 million from currency translation.

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Comparable operating earnings for the three months ended March 31, 2025, were $11 million higher compared to the same period in 2024. The increase for the three months ended March 31, 2025, was primarily due to an increase of $11 million from higher volume.

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Beverage Packaging, South America

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​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31,					​
($ in millions)		2025			2024
​	​	​	​	​	​	​	​
Net sales	​	$	544	​	$	482	​
Comparable operating earnings	​	​	69	​	​	55	​
Comparable operating earnings as a % of segment net sales	​	​	13	%	​	11	%

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Segment sales for the three months ended March 31, 2025, were $62 million higher compared to the same period in 2024. The increase for the three months ended March 31, 2025, was primarily due to increases of $35 million from price/mix, mainly from higher aluminum prices, and $27 million from higher volume.

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Comparable operating earnings for the three months ended March 31, 2025, were $14 million higher compared to the same period in 2024. The increase for the three months ended March 31, 2025, was primarily due to increases of $11 million from price/mix and $10 million from higher volume.

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Management Performance Measures

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Management internally uses various measures to evaluate company financial performance such as comparable operating earnings (earnings before interest expense, taxes and business consolidation and other non-comparable items); comparable net earnings (net earnings attributable to Ball Corporation before business consolidation and other non-comparable items 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 expense, taxes, depreciation and amortization (EBITDA); and diluted earnings per share. In addition, management uses operating cash flows, free cash flow (cash flows from operating activities less capital expenditures; and, it may be adjusted for additional items that affect comparability between periods) and adjusted free cash flow (free cash flow adjusted for payments made for income tax liabilities related to the aerospace disposition and other material dispositions) as measures 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 and other non-comparable items.

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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. References to sales volume data represent units shipped.

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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.

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NEW ACCOUNTING PRONOUNCEMENTS

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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.

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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

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Cash Flows and Capital Expenditures

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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. We have limited near-term debt maturities and our senior credit facilities are in place until 2027. The following table summarizes our cash flows:

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​	​	​	​	​	​	​
​	​	Three Months Ended March 31,
($ in millions)		2025			2024
​	​	​	​	​	​	​
Cash flows provided by (used in) operating activities	​	$	(665)	​	$	(1,247)
Cash flows provided by (used in) investing activities	​	​	(207)	​	​	5,292
Cash flows provided by (used in) financing activities	​	​	396	​	​	(2,978)

​

Cash flows from the historical aerospace reportable segment are presented within each cash flow statement category in the consolidated statement of cash flows for the three months ended March 31, 2024. Depreciation and amortization, capital expenditures and significant operating and investing noncash items of the aerospace discontinued operation are presented in Note 4.

​

Cash flows used in operating activities were $665 million in 2025, primarily driven by working capital outflows of $887 million, partially offset by earnings from continuing operations of $181 million and a reconciling adjustment to operating cash flows of $150 million for depreciation and amortization. On February 16, 2024, the company completed the sale of the aerospace business. We currently estimate a total cash tax of $875 million for the sale of the aerospace business, of which $766 million was paid in 2024, with the remainder to be paid in 2025. See Note 4 for further details. In a dynamic economic 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 March 31, 2025, days sales outstanding, net of factored receivables, was 77 days and a change of one day in days sales outstanding will impact cash flows provided by (used in) operating activities by $34 million. At March 31, 2025, days payable outstanding was 112 days and a change of one day in days payable outstanding will impact cash flows provided by (used in) operating activities by $28 million. At March 31, 2025, days inventory on hand was 59 days and a change of one day in days inventory on hand will impact cash flows provided by (used in) operating activities by $28 million.

​

Cash flows used in investing activities were $207 million in 2025, primarily driven by $160 million of cash consideration used for the acquisition of Florida Can Manufacturing and capital expenditures of $81 million. See Note 4 for further details on the acquisition.

​

Cash flows provided by financing activities were $396 million in 2025, primarily driven by a net inflow from long-term and short-term borrowings of $1.01 billion, partially offset by repurchases of common stock of $555 million and dividends of $57 million. See Note 15 for further details on the company’s borrowings and additional amounts available.

​

We have entered into several regional 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 $1.64 billion and $1.60 billion at March 31, 2025, and December 31, 2024, respectively. A total of $472 million and $428 million were available for sale under these programs as of March 31, 2025, and December 31, 2024, respectively. The company has recorded expense related to its factoring programs of $10 million and $13 million for the three months ended March 31, 2025 and 2024, respectively, and has presented these amounts in selling, general and administrative in its unaudited condensed consolidated statements of earnings.

​

The amount of obligations outstanding that the company confirmed as valid to the financial institutions under the company's regional supplier finance programs was $433 million and $423 million at March 31, 2025, and December 31, 2024, 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.

​

Contributions to the company’s defined benefit pension plans were $7 million in the first three months of 2025 compared to $10 million in the same period of 2024, and such contributions are expected to be approximately $32 million for the full year of 2025. 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 expects that 2025 capital expenditures for property, plant and equipment will likely be in the range of $600 million. Approximately $276 million of capital expenditures for property, plant and equipment were contractually committed as of March 31, 2025, and the company intends to return approximately $220 million to shareholders in the form of dividends for the full year 2025, inclusive of the cash dividend of 20 cents per share, payable June 16, 2025, to shareholders of record as of June 2, 2025.

​

As of March 31, 2025, approximately $440 million of our cash was held outside of the U.S. In the event that we would 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 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 $555 million during the three months ended March 31, 2025, compared to $182 million of repurchases during the same period of 2024. The repurchases were completed using cash on hand, cash provided by operating activities, proceeds from the sale of businesses and available borrowings. The company plans to continue capital return to shareholders via an estimated $1.3 billion in share repurchases in 2025.

​

On January 29, 2025, the Board of Directors approved the repurchase by the company of up to $4.00 billion in shares of its common stock. This repurchase authorization replaced all previous authorizations. At March 31, 2025, $3.67 billion remains available to be repurchased.

​

Debt Facilities and Other Activities

​

Given our cash flow projections and unused credit facilities that are available until June 2027, our liquidity is expected to meet our ongoing cash and debt service requirements. Total interest-bearing debt of $6.75 billion and $5.69 billion was outstanding at March 31, 2025, and December 31, 2024, respectively.

​

The company’s senior credit facilities include a $1.35 billion term loan and 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, 2025, approximately $674 million was available under the company’s long-term, multi-currency committed revolving credit facilities. In addition to these facilities, the company had $86 million of committed short-term loans outstanding. The company also had approximately $988 million of short-term uncommitted credit facilities available at March 31, 2025, of which $50 million was outstanding and due on demand. At December 31, 2024, the company had $109 million of committed short-term loans outstanding, a $24 million short-term finance lease outstanding and $37 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 the leverage ratio requirement at March 31, 2025, and for all prior periods presented, and have met all debt payment obligations. 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 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 March 31, 2025, the company could borrow an additional $1.32 billion under its long-term multi-currency committed revolving facilities and short-term uncommitted credit facilities. Additional details about our debt are available in Note 15 accompanying the consolidated financial statements within Item 1 of this report. In 2024, we entered into and designated net investment hedges against the net assets of our euro denominated operations. See Note 20 for further details.

​

Saudi Arabia

​

In November 2024, the company entered into an agreement to sell 41 percent of its share in Ball United Arab Can Manufacturing Company, which will trigger deconsolidation upon closing of the transaction. See Note 4 for further details.

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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, state, and international environmental agencies as a potentially responsible party, along with numerous other companies, for the clean-up of several hazardous waste sites.

​

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 March 31, 2025, and December 31, 2024. 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.

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​	​	​	​	​	​	​
​	​	Three Months Ended		​	Year Ended
($ in millions)	​	March 31, 2025			December 31, 2024
​	​	​	​	​	​	​
Net sales	​	$	1,734	​	$	6,708
Gross profit (a)	​	​	218	​	​	807
Net earnings	​	​	121	​	​	3,824
Net earnings attributable to Ball Corporation	​	​	121	​	​	3,824

(a)	Gross profit is shown after depreciation and amortization related to cost of sales of $44 million for the three months ended March 31, 2025, and $189 million for the year ended December 31, 2024.

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​	​	​	​	​	​	​
​	​	March 31,		​	December 31,
($ in millions)		2025			2024
​	​	​	​	​	​	​
Current assets	​	$	2,008	​	$	2,144
Noncurrent assets	​	​	14,907	​	​	14,698
Current liabilities	​	​	4,036	​	​	4,096
Noncurrent liabilities	​	​	9,206	​	​	8,415

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Included in the amounts disclosed in the table above, at March 31, 2025, and December 31, 2024, the obligor group held receivables due from other subsidiary companies of $462 million and $440 million, respectively, long-term notes receivable due from other subsidiary companies of $10.34 billion and $10.03 billion, respectively, payables due to other subsidiary companies of $1.81 billion and $1.79 billion, respectively, and long-term notes payable due to other subsidiary companies of $2.24 billion and $2.20 billion, respectively.

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For the three months ended March 31, 2025, and the year ended December 31, 2024, the obligor group recorded the following transactions with other subsidiary companies: sales to them of $313 million and $1.23 billion, respectively, net credits from them of $16 million and $75 million, respectively, and net interest income from them of $77 million and $336 million, respectively. The obligor group received dividends from other subsidiary companies of $54 million during the year ended December 31, 2024.

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

​

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The company employs established risk management policies and procedures which seek to reduce the company’s commercial risk exposure to fluctuations in commodity prices, interest rates, currency exchange rates, net investments in foreign operations and prices of the company’s common stock with regard to common share repurchases and the company’s deferred compensation stock plan. However, there can be no assurance that these policies and procedures will be successful. Although the instruments utilized involve varying degrees of credit, market and interest risk, the counterparties to the agreements are expected to perform fully under the terms of the agreements. The company monitors counterparty credit risk, including lenders, on a regular basis, but Ball cannot be certain that all risks will be discerned or that its risk management policies and procedures will always be effective. Additionally, in the event of default under the company’s master derivative agreements, the non-defaulting party has the option to set off any amounts owed with regard to open derivative positions. Further details are available in Item 7A within Ball’s 2024 Annual Report on Form 10-K filed on February 20, 2025, 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 first quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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FORWARD-LOOKING STATEMENTS

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This report contains “forward-looking” statements concerning future events and financial performance. Words such as “expects,” “anticipates,” “estimates,” “will,” “believe,” “likely,” “continue,” “goal” and similar expressions typically identify forward looking statements, which are generally any statements other than statements of historical fact. For example, the forward-looking statements in this Form 10-Q include statements relating to our plans, expectations and intentions. 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 opening and closing of 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; and b) 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; 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.

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PART II. OTHER INFORMATION

​

Item 1. Legal Proceedings

​

There were no events required to be reported under Item 1 for the three months ended March 31, 2025, 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 March 31, 2025.

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

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The following table summarizes the company’s repurchases of its common stock during the first quarter of 2025.

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​	​	​	​	​	​	​	​	​	​	​
Purchases of Securities
​		Total Number of Shares Purchased (a)		Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)		​	Maximum Value of Shares that May Yet Be Purchased Under the Plans or Programs (b)
​	​	​	​	​	​	​	​	​	​	​
January 1 to January 31, 2025	​	4,855,000	​	$	55.15	​	4,855,000	​	$	3,964,369,817
February 1 to February 28, 2025	​	3,922,686	​	​	51.54	​	3,922,686	​	​	3,764,085,064
March 1 to March 31, 2025	​	1,715,985	​	​	52.66	​	1,715,985	​	​	3,674,700,817
Total	​	10,493,671	​	​	​	​	10,493,671	​	​	​

(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 shares are authorized from time to time by Ball’s Board of Directors. On January 29, 2025, the Board approved the repurchase by the company of up to $4.00 billion in shares of its common stock. This repurchase authorization replaced all previous authorizations_._

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Item 3. Defaults Upon Senior Securities

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There were no events required to be reported under Item 3 for the three months ended March 31, 2025.

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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 March 31, 2025.

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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. (filed by incorporation by reference to Exhibit 2.1 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024) filed October 31, 2024. ​
3(ii)	​	Bylaws of Ball Corporation as amended, filed herewith.
​	​	​
22	​	Obligor group subsidiaries of Ball Corporation
​	​	​
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.
​	​	​
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.
​	​	​
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.
​	​	​
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.
​	​	​
99	​	Cautionary statement for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended.
​	​	​
101.INS	​	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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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
​	​	​
104	​	The cover page of the company’s quarterly report on Form 10-Q for the quarter ended March 31, 2025, 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

​

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)
​	​
​	​
By:	/s/ Howard H. Yu	​
​	Howard H. Yu	​
​	Executive Vice President and Chief Financial Officer	​
​	​	​
​	​	​
Date:	May 6, 2025	​

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