Quarterly Report for Quarter Ending March 31, 2024 (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 10-Q

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☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the Quarterly Period Ended March 31, 2024

or

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☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Commission file number 001-07349

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BALL CORPORATION

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State of Indiana (State or other jurisdiction of incorporation or organization)

35-0160610 (I.R.S. Employer Identification No.)

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9200 West 108th Circle Westminster, CO (Address of registrant's principal executive office)

80021 (Zip Code)

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Registrant's telephone number, including area code:303/469-3131

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Securities registered pursuant to section 12(b) of the Act:

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Class	​	Trading Symbol	​	Name of Exchange	​	Outstanding at May 2, 2024
Common Stock, without par value	​	BALL	​	NYSE	​	310,377,752 shares

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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Large accelerated filer ☒	Accelerated filer ◻
Non-accelerated filer ◻	Smaller reporting company◻
​	Emerging growth company ◻

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ⌧

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Table of Contents

Ball Corporation

QUARTERLY REPORT ON FORM 10-Q

For the period ended March 31, 2024

INDEX

​	​	Page Number
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
​	Unaudited Condensed Consolidated Statements of Earnings for the Three Months Ended March 31, 2024 and 2023	1
​	Unaudited Condensed Consolidated Statements of Comprehensive Earnings (Loss) for the Three Months Ended March 31, 2024 and 2023	2
​	Unaudited Condensed Consolidated Balance Sheets at March 31, 2024, and December 31, 2023	3
​	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	4
​	Notes to the Unaudited Condensed Consolidated Financial Statements
​	Note 1. Basis of Presentation	5
​	Note 2. Accounting Pronouncements	6
​	Note 3. Business Segment Information	7
​	Note 4. Acquisitions and Dispositions	9
​	Note 5. Revenue from Contracts with Customers	11
​	Note 6. Business Consolidation and Other Activities	12
​	Note 7. Supplemental Cash and Cash Flow Statement Disclosures	12
​	Note 8. Receivables, Net	13
​	Note 9. Inventories, Net	13
​	Note 10. Property, Plant and Equipment, Net	14
​	Note 11. Goodwill	14
​	Note 12. Intangible Assets, Net	14
​	Note 13. Other Assets	14
​	Note 14. Leases	15
​	Note 15. Debt	15
​	Note 16. Taxes on Income	16
​	Note 17. Employee Benefit Obligations	16
​	Note 18. Equity and Accumulated Other Comprehensive Earnings (Loss)	18
​	Note 19. Earnings and Dividends Per Share	19
​	Note 20. Financial Instruments and Risk Management	20
​	Note 21. Contingencies	24
​	Note 22. Indemnifications and Guarantees	24
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II.	OTHER INFORMATION	35

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Table of Contents

PART I. FINANCIAL INFORMATION

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Item 1. FINANCIAL STATEMENTS

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BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

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

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See accompanying notes to the unaudited condensed consolidated financial statements.

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BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)

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

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See accompanying notes to the unaudited condensed consolidated financial statements.

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BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

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

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See accompanying notes to the unaudited condensed consolidated financial statements.

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BALL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

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See accompanying notes to the unaudited condensed consolidated financial statements.

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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

1. Basis of Presentation

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

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

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

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

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

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

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Risks and Uncertainties

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Global Economic Environment

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

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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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

●	Estimates of recoverability for customer receivables;

●	Estimates of net realizable value for inventory; and

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

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

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Argentina

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

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2. Accounting Pronouncements

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Recently Adopted Accounting Standards

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Supplier Finance Programs

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

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

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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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

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

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New Accounting Guidance and Disclosure Requirements

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Climate Disclosures

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

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Income Tax Disclosures

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

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Segment Reporting

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

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3. Business Segment Information

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

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

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

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

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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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

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Summary of Business by Segment

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

(a)

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

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

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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

4. Acquisitions and Dispositions

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Dispositions

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Discontinued Operations

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Aerospace

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

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

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

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

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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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

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

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

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

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

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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

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5. Revenue from Contracts with Customers

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

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

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Contract Balances

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

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

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

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

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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

6. Business Consolidation and Other Activities

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

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

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2024

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

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2023

​

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

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7.	Supplemental Cash and Cash Flow Statement Disclosures

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

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

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

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

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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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

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​

​

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8. Receivables, Net

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

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

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

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9. Inventories, Net

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

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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

10.Property, Plant and Equipment, Net

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

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

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11. Goodwill

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

($ in millions)

​ Beverage Packaging, North & Central America

​ Beverage Packaging, EMEA

​ Beverage Packaging, South America

Other

Total

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at December 31, 2023

​

$

1,277

​

$

1,378

​

$

1,298

​

$

297

​

$

4,250

Effects of currency exchange

​

​

-

​

​

(37)

​

​

-

​

​

(4)

​

​

(41)

Other

​

​

-

​

​

-

​

​

2

​

​

-

​

​

2

Balance at March 31, 2024

​

$

1,277

​

$

1,341

​

$

1,300

​

$

293

​

$

4,211

​

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12. Intangible Assets, Net

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

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

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13. Other Assets

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

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Ball Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements

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

​

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14. Leases

​

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

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

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15. Debt

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Long-term debt consisted of the following:

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

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The company's senior credit facilities include long-term multi-currency revolving facilities that mature in June 2027, which provide the company with up to the U.S. dollar equivalent of $1.75 billion. At March 31, 2024, $1.69 billion was available under these revolving credit facilities. In addition to these facilities, the company had $278 million of committed short-term loans outstanding. The company also had approximately $937 million of short-term uncommitted credit facilities available at March 31, 2024. At December 31, 2023, the company had $196 million of committed short-term loans outstanding and $13 million outstanding under short-term uncommitted credit facilities.

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