Ball 10-Q 2025-06-30
Filed 2025-08-05. 8 sections, 160K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2025
or
| | |
|---|---|
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 001-07349
BALL CORPORATION
| State of Indiana (State or other jurisdiction of incorporation or organization) | 35-0160610 (I.R.S. Employer Identification No.) |
|---|
| 9200 West 108th Circle Westminster**,** CO (Address of registrant’s principal executive office) | 80021 (Zip Code) |
|---|
Registrant’s telephone number, including area code: 303**/**469-3131
Securities registered pursuant to section 12(b) of the Act:
| Class | | Trading Symbol | | Name of Exchange | | Outstanding at August 1, 2025 |
|---|---|---|---|---|---|---|
| Common Stock, without par value | | BALL | | NYSE | | 272,148,895 shares |
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 ☐
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 ☐
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.
| Large accelerated filer ☒ | Accelerated filer ◻ |
| Non-accelerated filer ◻ | Smaller reporting company◻ |
| | Emerging growth company ◻ |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧
Ball Corporation
QUARTERLY REPORT ON FORM 10-Q
For the period ended June 30, 2025
INDEX
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
BALL CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
| ($ in millions, except per share amounts) | | 2025 | 2024 | 2025 | 2024 | |||||||
| | | | | | | | | | | | | |
| Net sales | | $ | 3,338 | | $ | 2,959 | | $ | 6,435 | | $ | 5,833 |
| | | | | | | | | | | | | |
| Cost of sales (excluding depreciation and amortization) | | | (2,690) | | | (2,357) | | | (5,183) | | | (4,640) |
| Depreciation and amortization | | | (155) | | | (152) | | | (305) | | | (310) |
| Selling, general and administrative | | | (137) | | | (139) | | | (286) | | | (376) |
| Business consolidation and other activities | | | (12) | | | (60) | | | (25) | | | (86) |
| Interest income | | | 5 | | | 18 | | | 12 | | | 44 |
| Interest expense | | | (81) | | | (68) | | | (151) | | | (161) |
| Debt refinancing and other costs | | | — | | | (1) | | | — | | | (3) |
| | | | | | | | | | | | | |
| Earnings before taxes | | | 268 | | | 200 | | | 497 | | | 301 |
| Tax (provision) benefit | | | (61) | | | (49) | | | (114) | | | (76) |
| Equity in results of affiliates, net of tax | | | 8 | | | 8 | | | 13 | | | 13 |
| Earnings from continuing operations | | | 215 | | | 159 | | | 396 | | | 238 |
| Discontinued operations, net of tax | | | — | | | — | | | (2) | | | 3,607 |
| Net earnings | | | 215 | | | 159 | | | 394 | | | 3,845 |
| Net earnings attributable to noncontrolling interests | | | 3 | | | 1 | | | 3 | | | 2 |
| Net earnings attributable to Ball Corporation | | $ | 212 | | $ | 158 | | $ | 391 | | $ | 3,843 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Earnings per share: | | | | | | | | | | | | |
| Basic - continuing operations | | $ | 0.77 | | $ | 0.51 | | $ | 1.41 | | $ | 0.76 |
| Basic - discontinued operations | | | — | | | — | | | (0.01) | | | 11.55 |
| Total basic earnings per share | | $ | 0.77 | | $ | 0.51 | | $ | 1.40 | | $ | 12.31 |
| | | | | | | | | | | | | |
| Diluted - continuing operations | | $ | 0.76 | | $ | 0.51 | | $ | 1.40 | | $ | 0.75 |
| Diluted - discontinued operations | | | — | | | — | | | (0.01) | | | 11.46 |
| Total diluted earnings per share | | $ | 0.76 | | $ | 0.51 | | $ | 1.39 | | $ | 12.21 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Weighted average shares outstanding: (000s) | | | | | | | | | | | | |
| Basic | | | 276,102 | | | 309,269 | | | 279,677 | | | 312,109 |
| Diluted | | | 277,771 | | | 311,964 | | | 281,405 | | | 314,690 |
See accompanying notes to the unaudited condensed consolidated financial statements.
BALL CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||
| | | | | | | | | | | | | |
| Net earnings | | $ | 215 | | $ | 159 | | $ | 394 | | $ | 3,845 |
| | | | | | | | | | | | | |
| Other comprehensive earnings (loss): | | | | | | | | | | | | |
| Currency translation adjustment | | | 43 | | | (52) | | | 117 | | | (139) |
| Pension and other postretirement benefits | | | (38) | | | 7 | | | (53) | | | 148 |
| Derivatives designated as hedges | | | (36) | | | 25 | | | (38) | | | 33 |
| Total other comprehensive earnings (loss) | | | (31) | | | (20) | | | 26 | | | 42 |
| Tax (provision) benefit | | | 18 | | | (8) | | | 22 | | | (47) |
| Total other comprehensive earnings (loss), net of tax | | | (13) | | | (28) | | | 48 | | | (5) |
| | | | | | | | | | | | | |
| Total comprehensive earnings | | | 202 | | | 131 | | | 442 | | | 3,840 |
| Comprehensive earnings attributable to noncontrolling interests | | | 3 | | | 1 | | | 3 | | | 2 |
| Comprehensive earnings attributable to Ball Corporation | | $ | 199 | | $ | 130 | | $ | 439 | | $ | 3,838 |
See accompanying notes to the unaudited condensed consolidated financial statements.
BALL CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| | | | | | | |
|---|---|---|---|---|---|---|
| | | June 30, | | December 31, | ||
| ($ in millions) | 2025 | 2024 | ||||
| | | | | | | |
| Assets | | | | | | |
| Current assets | | | | | | |
| Cash and cash equivalents | | $ | 296 | | $ | 885 |
| Receivables, net | | | 2,897 | | | 2,166 |
| Inventories, net | | | 1,732 | | | 1,477 |
| Other current assets | | | 216 | | | 169 |
| Current assets held for sale | | | 111 | | | 144 |
| Total current assets | | | 5,252 | | | 4,841 |
| Noncurrent assets | | | | | | |
| Property, plant and equipment, net | | | 6,555 | | | 6,173 |
| Goodwill | | | 4,381 | | | 4,172 |
| Intangible assets, net | | | 1,056 | | | 1,080 |
| Other assets | | | 1,364 | | | 1,362 |
| Total assets | | $ | 18,608 | | $ | 17,628 |
| | | | | | | |
| Liabilities and Equity | | | | | | |
| Current liabilities | | | | | | |
| Short-term debt and current portion of long-term debt | | $ | 548 | | $ | 361 |
| Accounts payable | | | 3,523 | | | 3,418 |
| Accrued employee costs | | | 247 | | | 303 |
| Other current liabilities | | | 916 | | | 725 |
| Current liabilities held for sale | | | 25 | | | 40 |
| Total current liabilities | | | 5,259 | | | 4,847 |
| Noncurrent liabilities | | | | | | |
| Long-term debt | | | 6,479 | | | 5,312 |
| Employee benefit obligations | | | 557 | | | 577 |
| Deferred taxes | | | 560 | | | 594 |
| Other liabilities | | | 476 | | | 368 |
| Total liabilities | | | 13,331 | | | 11,698 |
| | | | | | | |
| Equity | | | | | | |
| Common stock (684,848,026 shares issued - 2025; 684,168,252 shares issued - 2024) | | | 1,414 | | | 1,395 |
| Retained earnings | | | 11,806 | | | 11,527 |
| Accumulated other comprehensive earnings (loss) | | | (955) | | | (1,003) |
| Treasury stock, at cost (412,800,323 shares - 2025; 394,790,362 shares - 2024) | | | (7,059) | | | (6,057) |
| Total Ball Corporation shareholders' equity | | | 5,206 | | | 5,862 |
| Noncontrolling interests | | | 71 | | | 68 |
| Total equity | | | 5,277 | | | 5,930 |
| Total liabilities and equity | | $ | 18,608 | | $ | 17,628 |
See accompanying notes to the unaudited condensed consolidated financial statements.
BALL CORPORATION
**UNAUDITED CONDENSED CONSO
Showing the first 8K of 102K characters. Open the full section
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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.
OVERVIEW
Business Overview and Industry Trends
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.
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.
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.
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.
RESULTS OF CONSOLIDATED OPERATIONS
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.
Global Economic Environment
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.
Consolidated Sales and Earnings
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended June 30, | | Six Months Ended June 30, | | ||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | | ||||||||
| | | | | | | | | | | | | | |
| Net sales | | $ | 3,338 | | $ | 2,959 | | $ | 6,435 | | $ | 5,833 | |
| Net earnings attributable to Ball Corporation | | | 212 | | | 158 | | | 391 | | | 3,843 | |
| Net earnings attributable to Ball Corporation as a % of net sales | | | 6 | % | | 5 | % | | 6 | % | | 66 | % |
Sales in the three months ended June 30, 2025, increased $379 million compared to the same period in 2024 primarily due to increases of $224 million from higher volume, $127 million from price/mix, mainly from higher aluminum prices, and $53 million from currency translation. Sales in the six months ended June 30, 2025, increased $602 million compared to the same period in 2024 primarily due to increases of $343 million from higher volume and $263 million from price/mix, mainly from higher aluminum prices.
Net earnings attributable to Ball Corporation for the three months ended June 30, 2025, increased $54 million compared to the same period in 2024 primarily due to increases of $48 million from lower business consolidation and other activities and $28 million from the results of the reportable segments discussed below, partially offset by decreases of $13 million due to higher interest expense, $12 million from a higher provision for income taxes and $12 million from lower interest income in corporate undistributed expenses, net. Net earnings attributable to Ball Corporation for the six months ended June 30, 2025, decreased $3.45 billion compared to the same period in 2024 primarily due to decreases of $3.61 billion from lower discontinued operations, net of tax, $38 million from a higher provision for income taxes and $28 million from lower interest income in corporate undistributed expenses, net, partially offset by increases of $82 million from lower incremental compensation cost from the successful sale of the aerospace business incurred in 2024, $61 million from lower business consolidation and other activities and $56 million from the results of the reportable segments discussed below.
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 figures in the table above.
Cost of Sales (Excluding Depreciation and Amortization)
Cost of sales, excluding depreciation and amortization, was $2,690 million and $2,357 million for the three months ended June 30, 2025 and 2024, respectively, and $5,183 million and $4,640 million for the six months ended June 30, 2025 and 2024, respectively. These amounts represented 81 percent and 80 percent of consolidated net sales for the three months ended June 30, 2025 and 2024, respectively, and 81 percent and 80 percent of consolidated net sales for the six months ended June 30, 2025 and 2024, respectively. The increase for the three months ended June 30, 2025, was primarily due to higher aluminum costs of $310 million and other items discussed in the reportable segment sections below. The increase for the six months ended June 30, 2025, was primarily due to higher aluminum costs of $489 million and other items discussed in the reportable segment sections below.
Depreciation and Amortization
Depreciation and amortization expense was $155 million and $152 million for the three months ended June 30, 2025 and 2024, respectively, and $305 million and $310 million for the six months ended June 30, 2025 and 2024, respectively. These amounts represented 5 percent of consolidated net sales for the three and six months ended June 30, 2025 and 2024.
Selling, General and Administrative
Selling, general and administrative was $137 million and $139 million for the three months ended June 30, 2025 and 2024, respectively, and $286 million and $376 million for the six months ended June 30, 2025 and 2024, respectively. These amounts represented 4 percent and 5 percent of consolidated net sales for the three months ended June 30, 2025 and 2024, respectively, and 4 percent and 6 percent of consolidated net sales for the six months ended June 30, 2025 and 2024, respectively. The decrease for the six months ended June 30, 2025, was primarily due to decreased compensation costs of $63 million, which in 2024 included incremental cash bonuses and stock-based compensation cost from the successful sale of the aerospace business.
Business Consolidation and Other Activities
Business consolidation and other activities resulted in charges of $12 million and $60 million for the three months ended June 30, 2025 and 2024, respectively, and $25 million and $86 million for the six months ended June 30, 2025 and 2024, respectively. The 2025 amounts include costs for previously announced facility closures and a loss related to the aluminum cups business transaction. The charges for the six months ended June 30, 2025, 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. The 2024 amounts primarily included facility shutdown costs. Further details regarding business consolidation and other activities are provided in Note 6.
Interest Income
Interest income was $5 million and $18 million for the three months ended June 30, 2025 and 2024, respectively, and $12 million and $44 million for the six months ended June 30, 2025 and 2024, respectively. The decreases in interest income for the three and six months ended June 30, 2025, were primarily due to the higher amount of cash on hand in 2024 from the sale of the aerospace business.
Interest Expense
Interest expense was $81 million and $68 million for the three months ended June 30, 2025 and 2024, respectively, and $151 million and $161 million for the six months ended June 30, 2025 and 2024, respectively. Interest expense as a percentage of average borrowings decreased by approximately 20 basis points from 4.7 percent for the three months ended June 30, 2024, to 4.5 percent for the three months ended June 30, 2025, and decreased approximately 50 basis points from 5.0 percent for the six months ended June 30, 2024, to 4.5 percent for the six months ended June 30, 2025. The interest expense increase for the three months ended June 30, 2025, was primarily driven by an increase of $17 million from a higher amount of weighted average principal outstanding during the quarter. The interest expense decrease for the six months ended June 30, 2025, was primarily driven by a decrease of $17 million from lower weighted average interest rates on outstanding debt during the year.
Income Taxes
The effective tax rate for the three and six months ended June 30, 2025, was 22.8 percent and 22.9 percent, respectively, compared to 24.5 percent and 25.2 percent for the same periods in 2024. The decreases of 1.7 percentage points and 2.3 percentage points for the three and six months ended June 30, 2025, respectively, were primarily due to the effects of federal tax credits and reduced state and local taxes. Similar impacts may occur in future periods, but given their inherent uncertainty, the company is unable to reasonably estimate their potential future impacts.
RESULTS OF BUSINESS SEGMENTS
Segment Results
Ball’s operations are organized and reviewed by management along its product lines and geographical areas, and its operating results are presented in the three reportable segments discussed below.
Beverage Packaging, North and Central America
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Three Months Ended June 30, | | Six Months Ended June 30, | | ||||||||
| ($ in millions) | | 2025 | 2024 | 2025 | 2024 | |||||||||
| | | | | | | | | | | | | | | |
| Net sales | | | $ | 1,613 | | $ | 1,469 | | $ | 3,076 | | $ | 2,872 | |
| Comparable operating earnings | | | | 208 | | | 210 | | | 403 | | | 402 | |
| Comparable operating earnings as a % of segment net sales | | | | 13 | % | | 14 | % | | 13 | % | | 14 | % |
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.
Segment sales for the three and six months ended June 30, 2025, were $144 million higher and $204 million higher, respectively, compared to the same periods in 2024. The increase for the three months ended June 30, 2025, was primarily due to increases of $94 million from higher volume and $50 million from price/mix, mainly from higher aluminum prices. The increase for the six months ended June 30, 2025, was primarily due to increases of $105 million from higher volume and $99 million from price/mix, mainly from higher aluminum prices.
Comparable operating earnings for the three and six months ended June 30, 2025, were $2 million lower and $1 million higher, respectively, compared to the same periods in 2024. The decrease for the three months ended June 30, 2025, was primarily due to decreases of $22 million from price/mix and higher costs, partially offset by an increase of $26 million from higher volume. The increase for the six months ended June 30, 2025, was primarily due to an increase of $27 million from higher volume, partially offset by a decrease of $23 million from price/mix.
Beverage Packaging, EMEA
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended June 30, | | Six Months Ended June 30, | | ||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||
| | | | | | | | | | | | | | |
| Net sales | | $ | 1,050 | | $ | 880 | | $ | 1,953 | | $ | 1,690 | |
| Comparable operating earnings | | | 129 | | | 113 | | | 225 | | | 198 | |
| Comparable operating earnings as a % of segment net sales | | | 12 | % | | 13 | % | | 12 | % | | 12 | % |
Segment sales for the three and six months ended June 30, 2025, were $170 million higher and $263 million higher, respectively, compared to the same periods in 2024. The increase for the three months ended June 30, 2025, was primarily due to increases of $59 million from price/mix, mainly from higher aluminum prices, $58 million from higher volume and $53 million from currency translation. The increase for the six months ended June 30, 2025, was primarily due to increases of $127 million from higher volume, $110 million from price/mix, mainly from higher aluminum prices, and $26 million from currency translation.
Comparable operating earnings for the three and six months ended June 30, 2025, were $16 million higher and $27 million higher, respectively, compared to the same periods in 2024. The increase for the three months ended June 30, 2025, was primarily due to increases of $21 million from higher volume and $13 million from price/mix, partially offset by a decrease of $24 million from higher costs. The increase for the six months ended June 30, 2025, was primarily due to increases of $39 million from price/mix and $35 million from higher volume, partially offset by a decrease of $48 million from higher costs.
Beverage Packaging, South America
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended June 30, | | Six Months Ended June 30, | | ||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||
| | | | | | | | | | | | | | |
| Net sales | | $ | 477 | | $ | 422 | | $ | 1,021 | | $ | 904 | |
| Comparable operating earnings | | | 51 | | | 37 | | | 120 | | | 92 | |
| Comparable operating earnings as a % of segment net sales | | | 11 | % | | 9 | % | | 12 | % | | 10 | % |
Segment sales for the three and six months ended June 30, 2025, were $55 million higher and $117 million higher, respectively, compared to the same periods in 2024. The increase for the three months ended June 30, 2025, was primarily due to an increase of $52 million from higher volume. The increase for the six months ended June 30, 2025, was primarily due to increases of $79 million from higher volume and $38 million from price/mix, mainly from higher aluminum prices.
Comparable operating earnings for the three and six months ended June 30, 2025, were $14 million higher and $28 million higher, respectively, compared to the same periods in 2024. The increase for the three months ended June 30, 2025, was primarily due to an increase of $16 million from higher volume. The increase for the six months ended June 30, 2025, was primarily due to increases of $27 million from higher volume and $13 million from price/mix, partially offset by a decrease of $12 million from higher costs.
Management Performance Measures
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.
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.
Many of the above noted financial measurements are presented on a non-U.S. GAAP basis and should be considered in connection with the consolidated financial statements included within Item 1 of this report. Non-U.S. GAAP measures should not be considered in isolation and should not be considered superior to, or a substitute for, financial measures calculated in accordance with U.S. GAAP. A presentation of earnings in accordance with U.S. GAAP is available in Item 1 of this report.
NEW ACCOUNTING PRONOUNCEMENTS
For information regarding recent accounting pronouncements, see Note 2 to the consolidated financial statements included within Item 1 of this report on Form 10-Q.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Cash Flows and Capital Expenditures
Our primary sources of liquidity are cash provided by operating activities and external borrowings. We believe that cash flows from operating activities and cash provided by short-term, long-term and committed revolver borrowings, when necessary, will be sufficient to meet our ongoing operating requirements, scheduled principal and interest payments on debt, dividend payments, anticipated share repurchases and anticipated capital expenditures. We have limited near-term debt maturities and our senior credit facilities are in place until 2027. The following table summarizes our cash flows:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Six Months Ended June 30, | ||||
| ($ in millions) | 2025 | 2024 | ||||
| | | | | | | |
| Cash flows provided by (used in) operating activities | | $ | (333) | | $ | (995) |
| Cash flows provided by (used in) investing activities | | | (391) | | | 5,204 |
| Cash flows provided by (used in) financing activities | | | 88 | | | (3,496) |
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 six months ended June 30, 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 $333 million in 2025, primarily driven by working capital outflows of $838 million, partially offset by earnings from continuing operations of $396 million and a reconciling adjustment to operating cash flows of $305 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 $840 million for the sale of the aerospace business, of which $766 million was paid in 2024 and $19 million was paid during the second quarter of 2025. The remaining amount is expected 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 June 30, 2025, a change of one day in days sales outstanding will impact cash flows provided by (used in) operating activities by $37 million, a change of one day in days payable outstanding will impact cash flows provided by (used in) operating activities by $30 million and a change of one day in days inventory on hand will impact cash flows provided by (used in) operating activities by $30 million.
Cash flows used in investing activities were $391 million in 2025, primarily driven by capital expenditures of $177 million and $160 million of cash consideration used for the acquisition of Florida Can Manufacturing. See Note 4 for further details on the acquisition.
Cash flows provided by financing activities were $88 million in 2025, primarily driven by a net inflow from long-term and short-term borrowings of $1.23 billion, primarily driven by the issuance of €850 million of 4.25% senior notes due in 2032, partially offset by repurchases of common stock of $1.02 billion and dividends of $112 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 $1.78 billion and $1.60 billion at June 30, 2025, and December 31, 2024, respectively. A total of $602 million and $428 million were available for sale under these programs as of June 30, 2025, and December 31, 2024, respectively. The company has recorded expense related to its factoring programs of $9 million and $10 million for the three months ended June 30, 2025 and 2024, respectively, and $19 million and $23 million for the six months ended June 30, 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 $365 million and $423 million at June 30, 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 $15 million in the first six months of 2025 and 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 $332 million of capital expenditures for property, plant and equipment were contractually committed as of June 30, 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 September 16, 2025, to shareholders of record as of September 2, 2025.
As of June 30, 2025, approximately $284 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 $1.02 billion during the six months ended June 30, 2025, compared to $665 million of repurchases during the same period of 2024. The repurchases were completed using cash on hand, cash provided by operating activities and available borrowings. The company plans to continue capital return to shareholders via an estimated $1.3 billion in share repurchases in 2025.
In the second quarter of 2025, in a privately negotiated transaction, Ball entered into an accelerated share repurchase agreement to buy $250 million of its common shares using cash on hand and available borrowings. The company paid $250 million in June 2025, and received 3.63 million shares, which represented approximately 80 percent of the total shares. The average price per share paid under this agreement as of June 30, 2025, was $55.15. The remaining shares will settle during the third quarter of 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 through the end of 2027. This repurchase authorization replaced all previous authorizations. At June 30, 2025, $3.22 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 $7.07 billion and $5.69 billion was outstanding at June 30, 2025, and December 31, 2024, respectively.
In May 2025, Ball issued €850 million of 4.25% senior notes due in 2032, and repaid a portion of the U.S. dollar revolving credit facility due in 2027 in the amount of $500 million, as well as the outstanding multi-currency revolving credit facility due in 2027 of $200 million.
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 June 30, 2025, approximately $1.36 billion was available under the company’s long-term, multi-currency committed revolving credit facilities. The company also had approximately $1.03 billion of short-term uncommitted credit facilities available at June 30, 2025, of which $101 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 June 30, 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 June 30, 2025, the company could borrow an additional $2.07 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 and 2025, 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.
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 June 30, 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.
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Six Months Ended | | Year Ended | ||
| ($ in millions) | | June 30, 2025 | December 31, 2024 | |||
| | | | | | | |
| Net sales | | $ | 3,612 | | $ | 6,708 |
| Gross profit (a) | | | 442 | | | 807 |
| Net earnings | | | 258 | | | 3,824 |
| Net earnings attributable to Ball Corporation | | | 258 | | | 3,824 |
| (a) | Gross profit is shown after depreciation and amortization related to cost of sales of $89 million for the six months ended June 30, 2025, and $189 million for the year ended December 31, 2024. |
|---|
| | | | | | | |
|---|---|---|---|---|---|---|
| | | June 30, | | December 31, | ||
| ($ in millions) | 2025 | 2024 | ||||
| | | | | | | |
| Current assets | | $ | 2,279 | | $ | 2,144 |
| Noncurrent assets | | | 13,607 | | | 14,698 |
| Current liabilities | | | 3,026 | | | 4,096 |
| Noncurrent liabilities | | | 9,667 | | | 8,415 |
Included in the amounts disclosed in the table above, at June 30, 2025, and December 31, 2024, the obligor group held receivables due from other subsidiary companies of $460 million and $440 million, respectively, long-term notes receivable due from other subsidiary companies of $9.04 billion and $10.03 billion, respectively, payables due to other subsidiary companies of $252 million and $1.79 billion, respectively, and long-term notes payable due to other subsidiary companies of $2.28 billion and $2.20 billion, respectively.
For the six months ended June 30, 2025, and the year ended December 31, 2024, the obligor group recorded the following transactions with other subsidiary companies: sales to them of $624 million and $1.23 billion, respectively, net credits from them of $32 million and $75 million, respectively, and net interest income from them of $159 million and $336 million, respectively. The obligor group received dividends from other subsidiary companies of $54 million, during the year ended December 31, 2024.
A description of the terms and conditions of the company’s debt guarantees is located in Note 22 of Item 1 of this report.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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.
Item 4. CONTROLS AND PROCEDURES
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 second quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
FORWARD-LOOKING STATEMENTS
This report contains “forward-looking” statements concerning future events and financial performance. Words such as “expects,” “anticipates,” “estimates,” “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.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There were no events required to be reported under Item 1 for the three months ended June 30, 2025, except as discussed in Note 21 to the consolidated financial statements included within Part I, Item 1 of this report.
Item 1A. Risk Factors
There were no changes required to be reported under Item 1A for the three months ended June 30, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes the company’s repurchases of its common stock during the second quarter of 2025.
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| 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) | |||||
| | | | | | | | | | | |
| April 1 to April 30, 2025 | | 2,077,904 | | $ | 48.62 | | 2,077,904 | | $ | 3,574,659,279 |
| May 1 to May 31, 2025 | | 1,098,462 | | | 53.72 | | 1,098,462 | | | 3,516,154,743 |
| June 1 to June 30, 2025 | | | | | | | | | | |
| Open market purchases | | 795,102 | | | 54.26 | | 795,102 | | | 3,473,446,935 |
| 2025 ASR | | 3,626,473 | | | (c) | | 3,626,473 | | | 3,223,446,935 |
| Total | | 7,597,941 | | | | | 7,597,941 | | | |
| (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 through the end of 2027. This repurchase authorization replaced all previous authorizations. |
|---|
| (c) | In June 2025, the company entered into an accelerated share repurchase arrangement (“ASR”) to purchase up to $250 million of the company’s common stock. In exchange for the advance payment of $250 million, the financial institution committed to deliver shares immediately following the termination of the purchase period, which will end in or before September 2025. The total number of shares delivered, and the average purchase price paid per share, will be determined at the end of the purchase period based on the volume weighted-average price of the company’s common stock during that period. In June 2025 3.63 million shares were delivered and retired under the 2025 ASR. The final number of shares to be delivered will be determined at the conclusion of the purchase period. |
|---|
Item 3. Defaults Upon Senior Securities
There were no events required to be reported under Item 3 for the three months ended June 30, 2025.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
There were no events required to be reported under Item 5 for the three months ended June 30, 2025.
Item 6. Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Ball Corporation | ||
|---|---|---|
| (Registrant) | ||
| | | |
| | | |
| By: | /s/ Daniel J. Rabbitt | |
| | Daniel J. Rabbitt | |
| | Senior Vice President and Interim Chief Financial Officer | |
| | | |
| | | |
| Date: | August 5, 2025 | |