BALL 10-K & 10-Q changes, risk factors and insider trading

The loss of a key customer, or aan reductionadverse change in its requirements, could have a significant negative impact on our sales.

The company had $5.69$7.01 billion of interest-bearing debt at December 31, 2024.2025. Such indebtedness could have significant consequences for our business and any investment in our securities, including:

We are vulnerable to fluctuations and disruptions in the supply and price of raw materials.materials, including increases in tariffs on imported goods.

We purchase aluminum and other raw materials and packaging supplies, including dunnage, from several sources. While all such materials and supplies are available from independent suppliers, they are subject to fluctuations in price and availability attributable to a number of factors, including general economic conditions, commodity price fluctuations (particularly aluminum on the London Metal Exchange), the demand by other industries for the same raw materials and the availability of complementary and substitute materials. Although we enter into commodities purchase agreements from time to time and sometimes use derivative instruments to seek to manage our risk, we cannot ensure that our current suppliers of raw materials will be able to supply us with sufficient quantities at reasonable prices. Economic, financial, and operational factors, including strikes or labor shortages, as well as governmental action, could impact our suppliers, thereby causing supply shortages. Increases in raw material costs, including potential increases due to tariffs, sanctions, or other trade actions, could have a material adverse effect on our business, financial condition or results of operations. For example, in September 2025, we received notice from the U.S. Customs and Border Protection challenging the tariff classification and applicable rate of duty of certain aluminum imports asserting additional duties and tariffs are payable, as well our use of certain exemptions. We intend to vigorously defend the matter. While the outcome of this matter is uncertain at this time, the company believes it is reasonably possible any such additional tariffs, interest and penalties could be owed and impact our results of operations. The company is unable to develop a reasonable estimate of loss at this time. The company has not recorded a reserve. Global supply chain disruptions can negatively impact our results. In the Americas, Europe and Asia, some contracts do not allow us to pass along increased raw material costs and we generally use derivative agreements to seek to manage this risk. Our hedging procedures may be insufficient and our results could be materially impacted if costs of materials increase. Due to the fixed-price contracts, increased prices could decrease our sales volume over time. The delayed timing in recovering the pass-through of increasing raw material costs may also impact our short-term profitability and certain costs due to price increases or supply chain inefficiencies may be unrecoverable, which would also impact our profitability.

We have a significant amount of goodwill recorded on our consolidated balance sheet as of December 31, 2024.2025. We are required at least annually to test the recoverability of goodwill. The recoverability test of goodwill is based on the current fair value of our identified reporting units. Fair value measurement requires assumptions and estimates of many critical factors, including revenue and market growth, operating cash flows and discount rates. If general market conditions deteriorate in portions of our business, we could experience a significant decline in the fair value of our reporting units. This decline could lead to an impairment of all or a significant portion of the goodwill balance, which could materially affect our U.S. GAAP net earnings and net assets.

We and our customers and suppliers are subject to various federal, state, provincial and local laws and regulations, which have been increasing in number and complexity. Each of our, and their, facilities is subject to federal, state, provincial and local licensing and regulation by health, environmental, workplace safety and other agencies in multiple jurisdictions. Requirements and restrictions of worldwide governmental authorities with respect to manufacturing, manufacturing facility locations within the jurisdiction, product content and safety, climate change, workplace safety and health, environmental, expropriation of assets and other standards could adversely affect our ability to manufacture or sell our products, and the ability of our customers and suppliers to manufacture and sell their products. Federal, state and local regulations imposing taxes and restrictions on our customers products could adversely impact the purchasing levels by our customers. In addition, we face risks arising from compliance with and enforcement of numerous and complex federal, state, provincial and local laws and regulations.

Environmental, social and governance reporting requirements and other legislation and regulatory requirements exist and are also evolving. The compliance costs associated with current and proposed laws and potential regulations could be substantial, and any failure or alleged failure to comply with these laws or regulations could lead to litigationlitigation, governmental action or governmentalreputational action,damage, all of which could adversely affect our financial condition or results of operations.

Our operations are subject to federal, state, provincial and local laws and regulations in multiple jurisdictions relating to some of the raw materials, including epoxy-based coatingsmaterials utilized in our container making process. Epoxy-based coatings may contain Bisphenol-A (BPA). Scientific evidence evaluated by regulatory agencies in the U.S., Canada, Europe, Japan, Australia and New Zealand has consistently shown these coatings to be safe for food contact at current levels, and these regulatory agencies have stated that human exposure to BPA from epoxy-based container coatings is well below safe exposure limits set by government bodies worldwide. A significant change in these regulatory agency statements, adverse information concerning BPA or other chemicals present in our coatings, or rulings made within certain federal, state, provincial and local jurisdictions could have a material adverse effect on our business, financial condition or results of operations. Ball recognizes that significant interest exists in non-epoxy based coatings, and we have been proactively working with coatings suppliers and our customers to transition to alternative coatings. In addition, variousVarious U.S. states have passed or are contemplating legislation restricting, and the EU is reviewing a proposal to restrict, the use of materials that contain intentionally added per- and polyfluoroalkyl substances (PFAS), which may require the company to continue to incur costs to convert existing coatings to accommodate PFAS-free coatings. To mitigate these risks, the Companycompany is working with its suppliers to require them to remove PFAS-containing coatings from our products.

Sales in 20242025 decreasedincreased $267$1.37 millionbillion compared to 20232024 primarily due to decreasesincreases of $213$713 million from lowerhigher salesvolume, prices and $70$579 million from lostprice volumemix, asprimarily afrom result of the 2023 fire at the company’s Verona, Virginia extrudedhigher aluminum slugprices, manufacturingand facility.$177 million from currency translation.

Net earnings attributable to Ball Corporation in 20242025 increaseddecreased $3.30$3.10 billion compared to 20232024 primarily due to increasesdecreases of $3.36$3.58 billion from discontinued operations, net of tax, $129$107 million from thea resultshigher ofprovision thefor reportableincome segmentstaxes discussedand below, $167$41 million from lower interest expense and $42 million from higher interest income in corporate undistributed expenses, net, partially offset by increasesdecreases in costs of $287$461 million from business consolidation and other activities andactivities, $82 million from lower incremental compensation costcosts fromrelated to the successful sale of the aerospace business.business in 2024 and $135 million from the results of the reportable segments discussed below.

Cost of sales, excluding depreciation and amortization, was $9,354$10.58 millionbillion in 20242025 compared to $9,754$9.35 millionbillion in 2023.2024. These amounts represented 7980 percent and 8179 percent of consolidated net sales for the years ended 20242025 and 2023,2024, respectively. The decreaseincrease year-over-year was primarily due to lowerhigher manufacturing costs, including lowerhigher aluminumraw materials costs of $281$1.09 million,billion, driven by higher aluminum prices and lowerhigher freight expenses of $53 million. We took actions to normalize inventory levelsvolume, and reduceother fixeditems and variable costsdiscussed in 2024the andreportable 2023.segments below.

Depreciation and amortization expense was $622 million in 2025 compared to $611 million in 2024 compared to $605 million in 2023.2024. These amounts represented 5 percent of consolidated net sales for the years ended 20242025 and 2023. The increase compared to the same period in 2023 was primarily due to the company’s larger depreciable asset base.2024.

Selling, general and administrative (SG&A) was $566 million in 2025 compared to $647 million in 2024 compared to $532 million in 2023.2024. These amounts represented 54 percent and 45 percent of consolidated net sales for the years ended 20242025 and 2023,2024, respectively. The increasedecrease was primarily due to higher2024 compensationincluding costs$82 million of $93 million, which included incremental cash bonuses and stock-based compensation cost from the successful sale of the aerospace business.

Business consolidation and other activities resulted in income of $41 million in 2025 compared to charges of $420 million in 2024 compared to charges of $133 million in 2023.2024. These amounts represented 4less than 1 percent and 14 percent of consolidated net sales for 20242025 and 2023,2024, respectively. The amounts in 20242025 primarily include an $81 million gain related to the sale of the Saudi Arabian business and costs for previously announced facility closures and a loss related to the aluminum cups transaction. The 2024 amounts primarily relate to a $233 million noncash charge to adjust the carrying value of the aluminum cups business to its estimated fair value less cost to sell and facility shutdown costs. The amounts in 2023 included facility shutdown costs, a foreign exchange loss associated with the company’s Argentina business and transaction costs related to the sale of the aerospace business. Further details regarding business consolidation and other activities are provided in Note 6.

Interest income was $30 million in 2025 compared to $68 million in 2024 compared to $36 million in 2023.2024. These amounts represented less than 1 percent of consolidated net sales for the years ended 20242025 and 2023.2024. The increasedecrease in interest income was primarily due to the higher amount of cash on hand in 2024 from the sale of the aerospace business.

Interest expense was $314 million in 2025 compared to $293 million in 2024 compared to $460 million in 2023.2024. Interest expense as a percentage of average borrowings decreased by approximately 1030 basis points from 4.9 percent in 2023 to 4.8 percent in 2024.2024 to 4.5 percent in 2025. The interest expense decreaseincrease was primarily driven by aan decreaseincrease of $160$42 million from a smallerhigher amount of weighted average principal outstanding during the year, resulting mainly from the useissuance of proceedsnew fromnotes, thepartially aerospaceoffset disposal, andby a decrease of $7$21 million from lower weighted average interest rates on outstanding debt during the year.

The 20242025 effective income tax rate was 24.921.3 percent compared to 23.824.9 percent for 2023.2024. As compared with the statutory U.S. federal income tax rate of 21 percent, the 20242025 effective income tax rate was reduced by 2.14.2 percent for the impact of statetax holidays and localby taxes.2.0 percent for the sale of the Saudi Arabian business. This reduction was offset by an increase of 5.82.4 percent for currencynon-U.S. exchangetax onrate revaluationdifferences, 2.0 percent for direct withholding taxes, net of deferredcredits, taxand balances.1.3 percent for state and local income taxes. While these items are expected to recur, the potential magnitude of each item is uncertain.

Ball permanentlyacquired ceased production at itsan aluminum beverage can manufacturing facility in St.Winter Paul,Haven, MinnesotaFlorida, in the first quarter of 2023,2025 permanentlyas ceasedpart production atof its aluminum beverage can manufacturing facility in Wallkill, New York in the third quarteracquisition of 2023,Florida permanentlyCan discontinued plans to construct a beverage can plant in North Las Vegas in the third quarter of 2023Manufacturing and permanently ceased production at its aluminum beverage can manufacturing facility in Kent, WashingtonWashington, in the first quarter of 2024. See Note 4 for further details on the acquisition.

Segment sales in 20242025 were $344$667 million lowerhigher compared to 20232024 primarily due to decreasesincreases of $193$291 million from higher volume and $375 million from price/mix and $150 million from lower volume.mix.

Comparable operating earnings in 20242025 were $37$25 million higher compared to 20232024 primarily due to increasesan increase of $66$98 million from price/mixhigher and $61 million from lower costs,volumes, partially offset by decreases of $51$49 million from lowerhigher volumecosts and $32$23 million from income recognized in 2023 from the termination of a long term power supply contract that offset higher energy costs.price/mix.

Segment sales in 20242025 were $71$517 million higher compared to 20232024 primarily due to an increaseincreases of $104$251 million from higher volume, partially offset by a decrease of $21$171 million resultingfrom mainlycurrency translation and $103 million from lower aluminum prices.price/mix.

Comparable operating earnings in 20242025 were $62$79 million higher compared to 20232024 primarily due to increases of $40$75 million from higher volume and $42 million from price/mix and $44 million from higher volume,mix, partially offset by $62 million higher costs.

Segment sales in 20242025 were $9$211 million lowerhigher compared to 20232024 primarily due to a decreaseincreases of $22$136 million from higher volume and $73 million from price/mix partially offset by a higher volume of $13 million.mix.

Comparable operating earnings in 20242025 were $30$31 million higher compared to 20232024 primarily due to an increase of $12$52 million from higher volume and $39 million from price/mixmix, andpartially $16offset by a decrease of $60 million from lowerhigher costs.

For information regarding the company’s critical and significant accounting policies, as well as recent accounting pronouncements, see Note 1 and Note 2 to the consolidated financial statements within Item 8 of this annual report.

Our primary sources of liquidity are cash provided by operating activities and external borrowings. We believe that cash flows from operating activities, even in the absence of operating cash flows from the historical aerospace reportable segment, 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:

Cash flows provided by operating activities were $115$1.26 millionbillion in 2024,2025, primarily driven by earnings from continuing operations of $430$915 million, along with reconciling adjustments to operating cash flows of $620$478 million for depreciation and amortizationworking andcapital a $233 million noncash impairment charge on the aluminum cups business, partially offset by $766 millionoutflows of income taxes paid related to the sale of the aerospace business and the company’s decision to reduce its use of factoring by $476$131 million. We currentlyhave estimateestimated a total cash tax of $875$830 million for the sale of the aerospace business.business, of which $766 million was paid in 2024 and $168 million was paid in 2025. In January 2026, the company received a refund of $104 million related to these payments. 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 December 31, 2024, days sales outstanding, net of factored receivables, was 68 days; therefore,2025, a change of one day in days sales outstanding will impact cash flows provided by (used in) operating activities by $32$37 million. At December 31, 2024, days payable outstanding was 130 days; therefore,million, a change of one day in days payable outstanding will impact cash flows provided by (used in) operating activities by $25$30 million.million At December 31, 2024, days inventory outstanding was 58 days; therefore,and a change of one day in days inventory on hand will impact cash flows provided by (used in) operating activities by $25$30 million.

Cash flows used in financing activities were $4.79$344 billionmillion in 2024,2025, primarily driven by net repaymentsborrowings of long-term and short-term borrowings of $2.86$1.23 billion, offset by repurchases of common stock of $1.71$1.32 billion and common stock dividends of $244$220 million. See Note 15 for further details on the company’s borrowings,borrowings and additional amounts available.

We have entered into several regional accounts receivable factoring programs with various financial institutions for certain of our accounts receivables. The programs are accounted for as true sales of the receivables, with limited recourse to Ball, and had combined limits of approximately $1.60$1.82 billion and $2.00$1.60 billion at December 31, 20242025 and 2023,2024, respectively. A total of $428$364 million and $350$428 million were available for sale under these programs as of December 31, 20242025 and 2023,2024, respectively. The combined limit and available for sale amount as of December 31, 2023, included $160 million and $97 million, respectively, associated with receivable factoring programs included within the historical aerospace reportable segment. The company has recorded $44$38 million, $93$44 million and $64$93 million of expense related to its factoring programs in 2024,2025, 20232024 and 2022,2023, respectively, and has presented these amounts in selling, general and administrative in its consolidated statements of earnings.

Contributions to the company’s defined benefit pension plans were $32$43 million and $42$32 million for the years ended 20242025 and 2023,2024, respectively, inclusive of contributions in 2023 to the Salaried Employees of Ball Aerospace & Technologies Corp. Pension Plan.respectively. Contributions are expected to be approximately $32$29 million for the full year of 2025.2026. This estimate may change based on changes in the Pension Protection Act, actual plan asset performance and available company cash flow, among other factors.

As of December 31, 2024,2025, approximately $416$1.00 millionbillion 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.

The company’s share repurchases were $1.32 billion in 2025 and $1.71 billion in 2024 and $3 million in 2023.2024. 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$600 billionmillion in share repurchases in 2025.2026.

On April 24, 2024, Ball’s Board of Directors approved the repurchase by the company of up to a total of 40 million shares of its common stock. This repurchase authorization replaced all previous authorizations. On January 29, 2025, the Board of Directors approved the repurchase by the company of up to a total of $4.00 billion in shares of its common stock. This repurchase authorization replaced theall Aprilprevious 24,authorizations. 2024,At authorization.December 31, 2025, $2.93 billion remains available to be repurchased.

Given our cash flow projections and unused credit facilities that are available until June 2027,2030, our liquidity is strong and is expected to meet our ongoing cash and debt service requirements. Total interest-bearing debt of $5.69$7.01 billion and $8.62$5.69 billion was outstanding at December 31, 20242025 and 2023,2024, respectively.

We were in compliance with the leverage ratio requirement at December 31, 2024,2025, and for all prior years 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.times. As of December 31, 2024,2025, the company could borrow an additional $2.35$2.66 billionbillion, without violating its debt covenants, 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 8 of this annual report. In 2024,2024 and 2025, we entered into and designated net investment hedges against the net assets of our euro denominated operations. See Note 21 for further details.

In NovemberAugust 2024,2025, the company entered into an agreement to sellsold 41 percent of its share in Ball United Arab Can Manufacturing Company, which willresulted triggerin deconsolidation upon closing of the transaction. See Note 4 for further details.

We have committed contracts to purchase raw materials and we align these purchase commitments with long-term sales contracts with our customers such that any commitment to purchase aluminum and other direct materials corresponds to a contractual sale. These aluminumsales purchase commitmentscontracts include pass-through provisions which generally result in proportional changes in both sales and costs of sales; however, there may be timing differences of when the costs are passed through.

The company’s growth and asset maintenance plans require capital expenditures over the coming years, which will be funded by operating cash flows and external borrowings. Approximately $244$320 million of capital expenditures were contractually committed as of December 31, 2024.2025. Maturities for Ball’s long-term debt are disclosed in Note 15 to the consolidated financial statements within Item 8 of this annual report. Repayments of debt and other operational cash requirements will also be funded by operating cash flows and external borrowings. The company has no material off-balance sheet arrangements.

The following summarized financial information relates to the obligor group as of and for the years ended December 31, 20242025 and 2023.2024. 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. The results and balance sheet information of the historical aerospace reportable segment are included in the following summarized financial information of the obligor group as of and for the year ended December 31, 2023, as the guarantees of the aerospace business legal entities were in effect through that date. On February 16, 2024, the company completed the divestiture of the aerospace business. As such, the following summarized financial information of the obligor group as of and for the year ended December 31, 2024, does not include results and balance sheet information of the historical aerospace reportable segment.

Included in the amounts disclosed in the tables above, at December 31, 2024 and 2023,2025, the obligor group held receivables due from other subsidiary companies of $440 million and $768$503 million, respectively, long-term notes receivable due from other subsidiary companies of $10.03 billion and $10.20$9.93 billion, respectively, payables due to other subsidiary companies of $1.79$1.09 billion and $1.83 billion, respectively, and long-term notes payable due to other subsidiary companies of $2.20$4.97 billion and $2.32 billion, respectively.billion.

For the years ended December 31, 2024 and 2023,2025, the obligor group recorded the following transactions with other subsidiary companies: sales to them of $1.23$736 billion and $1.13 billion, respectively,million, net credits from them of $75 million and $38$68 million, respectively, and net interest income from them of $336$250 million and $344 million, respectively. During the years ended December 31, 2024 and 2023, the obligor group received dividends from other subsidiary companies of $54 million and $814 million, respectively.million.

This report containsand other public filings, earnings news releases, quarterly earnings conference calls and other written and oral communications made by Ball contain statements which are not historical facts and constitute “forward-looking” statements as that term is used in the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Forward-looking statements are generally statements that express or imply an expectation or belief concerning future events andor financial performance. Words such as “expects,” “anticipates,” “estimates,” “will,” “believe,” “continue,” “goal” and similar expressions typically identify forward looking statements, which are generally any statements other than statements of historical fact.statements. 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. KeyForward-looking factors,statements risksare not guarantees of future performance, and you should therefore not place undue reliance upon such statements. Rather, these statements involve estimates, assumptions uncertainties that could cause actual outcomes and results to be different are summarized in filings with the Securitiesknown and Exchangeunknown Commission,risks, includingmany Exhibit 99 in Ball’s Form 10-K,of which are availableoutside onour Ball’s websitecontrol, and atsuch www.sec.gov.statements are therefore qualified in their entirety by reference to the factors listed below and the risks discussed in Item 1A, Risk Factors and elsewhere in this report. Additional important factors that might affect: a) Ball’s packaging segments include productamong capacity,others: supply,supply and demand constraints andconstraints, fluctuations and changes in consumption patterns; availability/cost of raw materials, equipment, and logistics; competitive packaging, pricing and substitution; power and supply chain interruptions; customer and supplier consolidation; changes in climatemajor andcustomer weatheror andsupplier relatedcontracts eventsor suchloss asof drought,a wildfires,major storms,customer hurricanes,or tornadoessupplier; andinability floodsto pass-through increased costs; 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 instabilityinstability, sanctions, and sanctions,other uncertainties surrounding geopolitical events and governmental policies including relating to the situation in Russia and Ukraine and its impact on Ball’s supply chain and its ability to operateoperations in Europe, the Middle East and Africa regions generally; changes in foreign exchange or tax rates; and tariffs, trade actions, or other governmental actions,actions; unfavorable mandatory deposit or packaging laws; regulatory actions or issues including businessthose restrictionsrelated to tax, environmental regulation, social and ordersgovernance reporting, competition, health and workplace safety, including governmental actions or public concerns affecting goodsproducts producedfilled byin BallBall’s containers, or chemicals or substances used in raw materials or in itsthe supplymanufacturing chain,process; includingchanges importedin raw materials;climate and b)weather Balland related events such as adrought, wholewildfires, includestorms, thosehurricanes, listedtornadoes aboveand plus:floods; 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; regulatorystrikes; actionsdisease; orpandemic; issueslabor includingcost 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 processchanges; technological developments and innovations; the ability to manage cyber threats; litigation; strikesinflation; disease; pandemic; labor costpension changes; inflation;changes in the 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.

There were no changes required to be reported under Item 1A for the three months ended MarchJune 31,30, 2026.

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 volumesvolume 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 and amounts that are not fully 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.

Sales in the three months ended MarchJune 31,30, 2026, increased $506$659 million compared to the same period in 2025 primarily due to increases of $345$542 million from price/mix, mainly from higher aluminum prices, $33and $65 million from higher volumevolume. andSales $107in the six months ended June 30, 2026, increased $1.17 billion compared to the same period in 2025 primarily due to increases of $898 million from price/mix, mainly from higher aluminum prices, $131 million from currency translation.translation and $97 million from higher volume.

Net earnings attributable to Ball Corporation for the three months ended MarchJune 31,30, 2026, increased $26$9 million compared to the same period in 2025 primarily due to increases from the results of the reportable segments discussed below. Net earnings attributable to Ball Corporation for the six months ended June 30, 2026, increased $35 million compared to the same period in 2025 primarily due to increases from the results of the reportable segments discussed below.

Cost of sales, excluding depreciation and amortization, was $2,957$3,300 million and $2,493$2,690 million for the three months ended MarchJune 31,30, 2026, and 2025, respectively, and $6,257 million and $5,183 million for the six months ended June 30, 2026, and 2025, respectively. These amounts represented 8283 percent and 8081 percent of consolidated net sales for the three months ended MarchJune 31,30, 2026, and 2025, respectively, and 82 percent and 81 percent of consolidated net sales for the six months ended June 30, 2026, and 2025, respectively. The increaseincreases of $610 million and $1,074 million for the three and six months ended MarchJune 31,30, 2026, wasrespectively, were primarily due to higher raw materials costs of $357$506 million and $871 million, respectively, driven by higher aluminum prices and higher volumes.

Depreciation and amortization expense was $159$165 million and $150$155 million for the three months ended MarchJune 31,30, 2026, and 2025, respectively, and $324 million and $305 million for the six months ended June 30, 2026, and 2025, respectively. These amounts represented 4 percent and 5 percent of consolidated net sales for the three months ended MarchJune 31,30, 2026, and 2025, respectively, and 4 percent and 5 percent of consolidated net sales for the six months ended June 30, 2026, and 2025, respectively.

Business consolidation and other activities resulted in charges of $11$22 million and $13$12 million for the three months ended MarchJune 31,30, 2026, and 2025, respectively, and $33 million and $25 million for the six months ended June 30, 2026, and 2025, respectively. The 2026 amounts include expenses associated with tariff contingencies where the company is seeking recovery and costs for previously announced facility closures. The 2025 amountamounts includesinclude costs for previously announced facility closures and a loss related to the aluminum cups business transactiontransaction. andThe charges for the six months ended June 30, 2025, were partially offset by income from the receipt of insurance proceeds for replacement costs forrelated previouslyto announcedthe facility2023 closures.fire at the company’s Verona, Virginia extruded aluminum slug manufacturing facility. Further details regarding business consolidation and other activities are provided in Note 6.

Interest income was $10 million and $7$5 million for the three months ended MarchJune 31,30, 2026, and 2025, respectively, and $20 million and $12 million for the six months ended June 30, 2026, and 2025, respectively.

Interest expense was $78$79 million and $70$81 million for the three months ended MarchJune 31,30, 2026, and 2025, respectively, and $157 million and $151 million for the six months ended June 30, 2026, and 2025, respectively. Interest expense as a percentage of average borrowings decreased approximately 40 basis points from 4.44.5 percent for the three months ended MarchJune 31,30, 2025, to 4.1 percent for the three months ended June 30, 2026, and decreased approximately 50 basis points from 4.5 percent for the six months ended June 30, 2025, to 4.0 percent for the threesix months ended MarchJune 31,30, 2026. The increasedecrease in interest expense for the three months ended MarchJune 31,30, 2026, was primarily driven by lower weighted average interest rates on outstanding debt during the year, partially offset by a higher amount of weighted average principal outstanding during the year. The interest expense increase for the six months ended June 30, 2026, was primarily driven by a higher amount of weighted average principal outstanding during the year, partially offset by a decrease from lower weighted average interest rates on outstanding debt during the year.

The effective tax rate for the three and six months ended MarchJune 31,30, 2026, was 24.023.4 and 23.7 percent, respectively, compared to 23.122.8 and 22.9 percent for the same periodperiods in 2025. The increaseincreases of 0.90.6 percentage points and 0.8 percentage points for the three and six months ended MarchJune 31,30, 2026, was primarily due to increased non-U.S. rate differences,differences and U.S. taxtaxes on foreign itemsincome net of credits and effects of share-based compensation.credits. This was partially offset by the effects of U.S.state permanentand differences.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.

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. As of first quarter of 2026, the manufacturing facilities in the beverage packaging, other non-reportable segment arehave nowbeen included in the beverage packaging, EMEA segment. In addition, the company made changes to its measure of profitability, comparable segment operating earnings, which better aligns to how the CODM assesses segment performance and resource allocation. The company’s segment results and disclosures for the three and six months ended MarchJune 31,30, 2025, have been retrospectively recast to conform to current year presentation. See Note 3 for further details on the changes to segment results.

Segment sales for the three months and six months ended MarchJune 31,30, 2026, were $313$393 million higherand $706 million higher, respectively, compared to the same periodperiods in 2025. The increase for the three months ended MarchJune 31,30, 2026, was primarily due to increases of $271$380 million from price/mix, mainly from higher aluminum prices, and $42higher volume. The increase for the six months ended June 30, 2026, was primarily due to increases of $651 million from price/mix, mainly from higher aluminum prices, and $55 million from higher volume.

Ball acquired an 80 percent capital share of Benepack’s European beverage can manufacturing business from ORG Technology Co. Ltd. (ORG), induring the first quarter of 2026. See Note 4 for further details on the acquisition.

Segment sales for the three and six months ended MarchJune 31,30, 2026, were $153$119 million higherand $272 million higher, respectively, compared to the same periodperiods in 2025. The increase for the three months ended MarchJune 31,30, 2026, was primarily due to increases of $32$57 million from price/mix, $27 million from higher volume and $92currency translation. The increase for the six months ended June 30, 2026, was primarily due to increases of $110 million from currency translation.translation, $68 million from price/mix and $65 million from higher volume.

Comparable operating earnings for the three and six months ended MarchJune 31,30, 2026, were $23$10 million higherand $33 million higher, respectively, compared to the same periodperiods in 2025. The increase for the three months ended MarchJune 31,30, 2026, was primarily due to increases of $58 million from price/mix and higher volume, partially offset by higher costs of $71 million. The increase for the six months ended June 30, 2026, was primarily due increases of $58 million from price/mix, $24 million from higher volume and currency translation.translation, partially offset by higher costs of $79 million.

Segment sales for the three and six months ended MarchJune 31,30, 2026, were $41$114 million and $155 million higher respectively, compared to the same periodperiods in 2025. The increase for the three months ended MarchJune 31,30, 2026, was primarily due to higher price/mix of $55$93 million, mainly from higher aluminum prices, partiallyand offsethigher byvolume. aThe decreaseincrease for the six months ended June 30, 2026, was primarily due to higher price/mix of $149 million, mainly from lowerhigher volume.aluminum prices.

Comparable operating earnings for the three and six months ended MarchJune 31,30, 2026, were flat$32 million higher, respectively, when compared to the same periodperiods in 2025. ThisThe increase for the three months ended June 30, 2026, was primarily due to anhigher price/mix and higher volume. The increase infor the six months ended June 30, 2026, was primarily due to higher price/mix,mix of $47 million, partially offset by decreasesa decrease from higher costs andof lower$24 volume.million.

Cash flows used in operating activities were $777$169 million in 2026, primarily driven by working capital outflow of $1.15$1.01 billion, partially offset by earnings from continuing operations of $205$428 million and a reconciling adjustment to operating cash flow of $159$324 million for depreciation and amortization. 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 MarchJune 31,30, 2026, a change of one day in days sales outstanding will impact cash flows provided by (used in) operating activities by $40$44 million, a change of one day in days payable outstanding will impact cash flows provided by (used in) operating activities by $33$37 million and a change of one day in days inventory on hand will impact cash flows provided by (used in) operating activities by $33$37 million.

Cash flows providedused byin financing activities were $605$126 million in 2026, primarily driven by outflows from the acquisition of treasury stock of $115 million and dividends paid to investors of $107 million, partially offset by a net inflow from long-term and short-term borrowing of $650$79 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 $1.77$1.73 billion and $1.82 billion at MarchJune 31,30, 2026, and December 31, 2025, respectively. A total of $308$216 million and $364 million were available for sale under these programs as of MarchJune 31,30, 2026, and December 31, 2025, respectively. The company has recorded expense related to its factoring programs of $10 million and $9 million for the three months ended MarchJune 31,30, 2026, and 2025, respectively, and $20 million and $19 million for the six months ended June 30, 2026, and 2025, 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 $229$276 million and $424 million at MarchJune 31,30, 2026, and December 31, 2025, 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$15 million in the first threesix months of 2026 and 2025, and such contributions are expected to be approximately $29 million for the full year of 2026. 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 anticipates a “buy-out” for its U.K. defined benefit pension plan will occur withinin thethird second halfquarter of 2026, which will trigger a pension settlement that will result in all plan balances, including accumulated pension components within other comprehensive income, being charged to expense as a noncash settlement charge. As of MarchJune 31,30, 2026, accumulated other comprehensive income included $463$454 million of unrecognized pension losses, expected to be recognized upon settlement.

The company expects that 2026 capital expenditures for property, plant and equipment will likely be in the range of $600 million. Approximately $280$299 million of capital expenditures for property, plant and equipment were contractually committed as of MarchJune 31,30, 2026, and the company intends to return approximately $210 million to shareholders in the form of dividends for the full year of 2026, inclusive of the cash dividend of 20 cents per share, payable JuneSeptember 15, 2026, to shareholders of record as of JuneSeptember 1, 2026.

As of MarchJune 31,30, 2026, approximately $622$345 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,long-term multi-currency revolving credit facilities, short-term 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.

The company had immaterialcompany’s share repurchaserepurchases activitytotaled $115 million during the threesix months ended MarchJune 31,30, 2026, compared to $555$1.02 millionbillion of repurchases during the same period of 2025. The company plans to continue capital return to shareholders via an estimated $600 million in share repurchases in 2026.

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 MarchJune 31,30, 2026, $2.93$2.82 billion remains available to be repurchased.

Given our cash flow projections and unused credit facilities that are available until November 2030, our liquidity is expected to meet our ongoing cash and debt service requirements. Total debt of $7.86$7.22 billion and $7.01 billion was outstanding at MarchJune 31,30, 2026, and December 31, 2025, respectively.

At MarchJune 31,30, 2026, approximately $1.24$1.71 billion was available under the company’s long-term,long-term multi-currency committed revolving credit facilities. The company also had approximately $940$942 million of short-term uncommitted credit facilities available at MarchJune 31,30, 2026, of which $139$43 million was outstanding and due on demand. At December 31, 2025, the company had $19 million outstanding under short-term uncommitted credit facilities.

We were in compliance with the leverage ratio requirement at MarchJune 31,30, 2026, 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 March 31, 2026.2027. As of MarchJune 31,30, 2026, the company could borrow an additional $1.93$2.40 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 January 2026, the company acquired an 80 percent capital share of Benepack’s European beverage can manufacturing business from ORG Technology Co. Ltd. The business includes two manufacturing facilities, one in Belgium and one in Hungary, and areis included in Ball’s beverage packaging, EMEA, segment. See Note 4 for further details.

The following summarized financial information relates to the obligor group as of MarchJune 31,30, 2026, and December 31, 2025. 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.

Included in the amounts disclosed in the table above, at MarchJune 31,30, 2026, and December 31, 2025, the obligor group held receivables due from other subsidiary companies of $795$552 million and $503 million, respectively, long-term notes receivable due from other subsidiary companies of $10.07$10.19 billion and $9.93 billion, respectively, payables due to other subsidiary companies of $1.21 billion and $1.09 billion, respectively, and long-term notes payable due to other subsidiary companies of $5.06$5.20 billion and $4.97 billion, respectively.

For the threesix months ended MarchJune 31,30, 2026, the obligor group recorded the following transactions with other subsidiary companies: sales to them of $183$401 million, net credits from them of $13$35 million, and net interest income from them of $70$141 million.