Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Management's discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements (consolidated financial statements) and accompanying notes included in Item 1 of this Quarterly Report on Form 10-Q, which include additional information about our accounting policies, practices and the transactions underlying our financial results. The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires us to make estimates and assumptions that affect the reported amounts in our consolidated financial statements and the accompanying notes, including various claims and contingencies related to lawsuits, taxes, environmental and other matters arising during the normal course of business. We apply our best judgment, our knowledge of existing facts and circumstances and actions that we may undertake in the future in determining the estimates that affect our consolidated financial statements. We evaluate our estimates on an ongoing basis using our historical experience, as well as other factors we believe appropriate under the circumstances, such as current economic conditions, and adjust or revise our estimates as circumstances change. As future events and their effects cannot be determined with precision, actual results may differ from these estimates. Ball Corporation and its subsidiaries are referred to collectively as "Ball Corporation," "Ball," "the company," "we" or "our" in the following discussion and analysis.

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OVERVIEW

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Business Overview and Industry Trends

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

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We sell our aluminum packaging products mainly to large, multinational beverage, personal care and household products companies with which we have developed long-term relationships. This is evidenced by our high customer retention and our large number of long-term supply contracts. While we have a diversified customer base, we sell a significant portion of our packaging products to major companies and brands, as well as to numerous regional customers. The overall global aluminum packaging industry is growing and is expected to continue to grow in the medium to long term.

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We purchase our raw materials from relatively few suppliers. We also have exposure to inflation, in particular the rising costs of raw materials, as well as other direct cost inputs. We mitigate our exposure to the changes in the costs of aluminum through the inclusion of provisions in contracts covering the majority of our volume to pass-through aluminum price changes, as well as through the use of derivative instruments. The pass-through provisions generally result in proportional increases or decreases in sales and costs with a reduced impact on net earnings (loss); 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 concentrations, our business, financial condition and results of operations could be adversely affected by the loss, insolvency or bankruptcy of a major customer or supplier or a change in a supply agreement with a major customer or supplier, although our contract provisions generally mitigate the risk of customer loss, and our long-term relationships represent a known, stable customer base.

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From time to time, we have evaluated and expect to continue to evaluate possible transactions that we believe will benefit the company and our shareholders, which may include strategic acquisitions, divestitures of parts of our company or equity investments. At any time, we may be engaged in discussions or negotiations at various stages of development with respect to one or more possible transactions or may have entered into non-binding letters of intent. As part of any such initiatives, we may participate in processes being run by other companies or leading our own activities.

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RESULTS OF CONSOLIDATED OPERATIONS

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Management's discussion and analysis for our results of operations on a consolidated and segment basis include a quantification of factors that had a material impact during the period. Other factors that did not have a material impact, but that are significant to understand the results, are qualitatively described.

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Geopolitical Conflicts

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Ball is monitoring current geopolitical conflicts across the globe and may experience increased costs for inputs such as energy and transportation, as well as aluminum, due to the negative impact on the global economy and reduction in supply. Ongoing conflicts have the potential to impact Ball across its global business, and it is not possible to accurately predict all future impacts. As such, current conflicts and the resulting effects have the potential to materially impact the company's results of operations.

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Consolidated Sales and Earnings (Loss)

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Sales in the three months ended September 30, 2026, increased $809 million compared to the same period in 2025 primarily due to increases of $648 million from price/mix, mainly from higher aluminum prices, and $163 million from higher volume. Sales in the nine months ended September 30, 2026, increased $1.97 billion compared to the same period in 2025, primarily due to increases of $1.55 billion from price/mix, mainly from higher aluminum prices, $294 million from higher volume, and $110 million from currency translation.

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Net earnings (loss) attributable to Ball Corporation for the three months and nine months ended September 30, 2026, decreased $415 million and $380 million compared to the same periods in 2025 primarily due to a $475 million noncash settlement charge recognized upon completion of a pension buy-out transaction for the company's U.K. defined benefit pension plan, partially offset by increases from the results of the reportable segments discussed below.

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The company has experienced a trend of rising aluminum input prices and is unable to predict the future change in aluminum input prices, including the associated positive or negative impacts it will have on our financial results from our risk management programs, which primarily include aluminum pass-through provisions in our customer contracts and hedging strategies. Additionally, the company is pursuing operational excellence initiatives that are intended to reduce our fixed and variable costs to improve results in 2027 and beyond.

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Cost of Sales (Excluding Depreciation and Amortization)

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Cost of sales, excluding depreciation and amortization, was $3,479 million and $2,701 million for the three months ended September 30, 2026, and 2025, respectively, and $9,736 million and $7,884 million for the nine months ended September 30, 2026, and 2025, respectively. These amounts represented 83 percent of consolidated net sales for both the three and nine months ended September 30, 2026, compared to 80 percent for the same periods in 2025. The increase of $778 million for the three months ended September 30, 2026, and $1,852 million for the nine months ended September 30, 2026 was primarily due to higher raw materials costs of $677 million and $1,547 million, respectively, driven by higher aluminum prices and volume, and increased freight costs of $27 million and $89 million, respectively, driven by higher freight rates and volume.

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Depreciation and Amortization

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Depreciation and amortization expense was $163 million and $158 million for the three months ended September 30, 2026, and 2025, respectively, and $487 million and $463 million for the nine months ended September 30, 2026, and 2025, respectively. These amounts represented 4 percent and 5 percent of consolidated net sales for the three and nine months ended September 30, 2026, and 2025, respectively.

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Selling, General and Administrative

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Selling, general and administrative was $141 million and $130 million for the three months ended September 30, 2026, and 2025, respectively, and $454 million and $416 million for the nine months ended September 30, 2026, and 2025, respectively. These amounts represented 3 percent and 4 percent of consolidated net sales for the three months ended September 30, 2026, and 2025, respectively. These amounts represented 4 percent of consolidated net sales for the nine months ended September 30, 2026, and 2025. The increase for the nine months ended September 30, 2026, was primarily due to $21 million of additional loss recognized related to the fair value of the ORG equity-linked notes compared to the same period in 2025. Further details regarding equity-linked notes are provided in Note 13.

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Business Consolidation and Other Activities

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Business consolidation and other activities resulted in charges of $482 million and net income of $78 million for the three months ended September 30, 2026, and 2025, respectively, and charges of $515 million and net income of $53 million for the nine months ended September 30, 2026, and 2025, respectively.

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The 2026 amounts include a $475 million noncash settlement charge related to the pension buy-out transaction for the company's U.K. defined benefit pension plan and costs for previously announced facility closures. These charges for the three months ended September 30, 2026, were partially offset by the reversal of previously accrued tariff contingencies resolved by a favorable final ruling from the U.S. Department of Commerce. See Note 17 for further details on the buy-out transaction.

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The 2025 amounts included an $86 million gain related to the sale of the Saudi Arabian business, costs associated with previously announced facility closures, and a loss related to the aluminum cups business transaction. The income for the nine months ended September 30, 2025, also includes the receipt of insurance proceeds related to replacement costs from the 2023 fire at the Verona, Virginia extruded aluminum slug manufacturing facility. Further details regarding business consolidation and other activities are provided in Note 6.

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Interest Income

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Interest income was $7 million and $8 million for the three months ended September 30, 2026, and 2025, respectively, and $27 million and $20 million for the nine months ended September 30, 2026, and 2025, respectively.

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Interest Expense

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Interest expense was $75 million and $85 million for the three months ended September 30, 2026, and 2025, respectively, and $232 million and $236 million for the nine months ended September 30, 2026, and 2025, respectively. Interest expense as a percentage of average borrowings decreased approximately 50 basis points from 4.6 percent for the three months ended September 30, 2025, to 4.1 percent for the three months ended September 30, 2026, and decreased approximately 40 basis points from 4.5 percent for the nine months ended September 30, 2025, to 4.1 percent for the nine months ended September 30, 2026. The decreases in interest expense for the three and nine months ended September 30, 2026, were 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.

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Income Taxes

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The effective tax rate for the three and nine months ended September 30, 2026, was 29.7 percent and 21.5 percent, respectively, compared to 19.4 percent and 21.4 percent for the same periods in 2025. The increase of 10.3 and 0.1 percentage points for the three and nine months ended September 30, 2026, was primarily due to a loss before tax as a result of the U.K. pension buy-out transaction. Similar impacts may occur in future periods, but given their inherent uncertainty, the company is unable to reasonably estimate their potential future impacts.

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RESULTS OF BUSINESS SEGMENTS

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Segment Results

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Ball's operations are organized and reviewed by management along its product lines and geographical areas, and its operating results are presented in the three reportable segments discussed below. As of the first quarter of 2026, the manufacturing facilities in the former beverage packaging, other non-reportable segment have been 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 nine months ended September 30, 2025, have been retrospectively recast to conform to current year presentation. See Note 3 for further details on the changes to segment results.

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Beverage Packaging, North and Central America

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Ball acquired an aluminum beverage can manufacturing facility in Winter Haven, Florida, in the first quarter of 2025 as part of its acquisition of Florida Can Manufacturing. During the third quarter of 2026, Ball commenced production at its recently completed aluminum beverage can manufacturing facility in Millersburg, Oregon. See Note 4 for further details related to the acquisition.

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Segment sales for the three months and nine months ended September 30, 2026, were $422 million and $1.13 billion higher, respectively, compared to the same periods in 2025. The increase for the three months ended September 30, 2026, was primarily due to increases of $402 million from price/mix, mainly from higher aluminum prices, and higher volume. The increase for the nine months ended September 30, 2026, was primarily due to increases of $1.05 billion from price/mix, mainly from higher aluminum prices, and $74 million from higher volume.

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Comparable operating earnings for the three and nine months ended September 30, 2026, were $5 million lower, compared to the same periods in 2025. The decrease in comparable operating earnings for the three months ended September 30, 2026, was primarily due to higher costs of $29 million, primarily due to higher operating costs, and plant start-up costs, partially offset by price/mix, including the timing of metal pass-through to our customers, and higher volume. The results for the nine months ended September 30, 2026, were primarily due to $106 million from higher costs, including higher operating costs, and plant start-up costs, partially offset by $64 million from price/mix, including the timing of metal pass-through to our customers, and $28 million from higher volume.

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Beverage Packaging, EMEA

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Ball acquired an 80 percent capital share of Benepack's European beverage can manufacturing business from ORG Technology Co. Ltd. (ORG), during the first quarter of 2026. In addition, Ball recently announced investments in two new aluminum beverage can manufacturing facilities, one in Baruth, Germany, and one in Uttar Pradesh, India. See Note 4 for further details on the Benepack acquisition.

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Segment sales for the three and nine months ended September 30, 2026, were $206 million and $478 million higher, respectively, compared to the same periods in 2025. The increase for the three months ended September 30, 2026, was primarily due to increases of $145 million from price/mix, mainly from higher aluminum prices, $77 million from higher volume, partially offset by currency translation. The increase for the nine months ended September 30, 2026, was primarily due to increases of $215 million from price/mix, mainly from higher aluminum prices, $153 million from higher volume and $87 million from currency translation.

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Comparable operating earnings for the three and nine months ended September 30, 2026, were $6 million and $39 million higher, respectively, compared to the same periods in 2025. The increase for the three months ended September 30, 2026, was primarily due to increases of $170 million from price/mix and higher volume, partially offset by higher costs of $149 million. The increase for the nine months ended September 30, 2026, was primarily due to increases of $199 million from price/mix, $47 million from higher volume and currency translation, partially offset by higher costs of $225 million.

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Beverage Packaging, South America

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Segment sales for the three and nine months ended September 30, 2026, were $145 million and $300 million higher, respectively, compared to the same periods in 2025. The increase for the three months ended September 30, 2026, was primarily due to higher price/mix of $99 million, mainly from higher aluminum prices, and $47 million from higher volume. The increase for the nine months ended September 30, 2026, was primarily due to higher price/mix of $246 million, mainly from higher aluminum prices, and $53 million from higher volume.

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Comparable operating earnings for the three and nine months ended September 30, 2026, were $15 million and $47 million higher, respectively, when compared to the same periods in 2025. The increase for the three months ended September 30, 2026, was primarily due to higher volume, partially offset by higher costs. The increase for the nine months ended September 30, 2026, was primarily due to higher price/mix of $64 million and $32 million from higher volume, partially offset by a decrease from higher costs of $48 million.

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NEW ACCOUNTING PRONOUNCEMENTS

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For information regarding recent accounting pronouncements, see Note 2 to the consolidated financial statements included within Item 1 of this report on Form 10-Q.

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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

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Cash Flows and Capital Expenditures

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Our primary sources of liquidity are cash provided by operating activities and external borrowings. We believe that cash flows from operating activities and cash provided by short-term, long-term and committed revolver borrowings, when necessary, will be sufficient to meet our ongoing operating requirements, scheduled principal and interest payments on debt, dividend payments, anticipated share repurchases and anticipated capital expenditures. We have limited near-term debt maturities and our senior credit facilities are in place until 2030. The following table summarizes our cash flows:

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Cash flows provided by operating activities were $20 million in 2026, primarily driven by reconciling adjustments to operating cash flow of $475 million for a noncash settlement charge related to the pension buy-out transaction for the company's U.K. defined benefit pension plan, $487 million for depreciation and amortization and earnings from continuing operations of $334 million, partially offset by working capital outflow of $1.23 billion. 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 September 30, 2026, a change of one day in days sales outstanding will impact cash flows provided by (used in) operating activities by $47 million, a change of one day in days payable outstanding will impact cash flows provided by (used in) operating activities by $39 million and a change of one day in days inventory on hand will impact cash flows provided by (used in) operating activities by $39 million.

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Cash flows used in investing activities were $574 million in 2026, primarily driven by capital expenditures of $459 million, $76 million of cash consideration, net of cash acquired, for the acquisition of Benepack's European beverage can manufacturing business and $52 million for the purchase of notes linked to the stock market performance of ORG. See Note 4 for further details on the acquisition. See Note 13 for further details on the equity-linked notes.

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Cash flows used in financing activities were $255 million in 2026, primarily driven by outflows from the acquisition of treasury stock of $272 million and dividends paid to investors of $159 million, partially offset by a net inflow from long-term and short-term borrowing of $152 million. See Note 15 for further details on the company's borrowings and additional amounts available.

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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 $1.71 billion and $1.82 billion at September 30, 2026, and December 31, 2025, respectively. A total of $438 million and $364 million were available for sale under these programs as of September 30, 2026, and December 31, 2025, respectively. The company has recorded expense related to its factoring programs of $13 million and $9 million for the three months ended September 30, 2026, and 2025, respectively, and $33 million and $28 million for the nine months ended September 30, 2026, and 2025, respectively, and has presented these amounts in selling, general and administrative in its unaudited condensed consolidated statements of earnings (loss).

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The amount of obligations outstanding that the company confirmed as valid to the financial institutions under the company's regional supplier finance programs was $253 million and $424 million at September 30, 2026, and December 31, 2025, respectively. These amounts are classified within accounts payable in 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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Contributions to the company's defined benefit pension plans were $25 million in the first nine months of 2026 compared to $36 million for the same period in 2025, and such contributions are expected to be approximately $30 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. In August 2026, the company completed a pension buy-out transaction for its U.K. defined benefit pension plan. The transaction transferred the related pension obligations to an insurance company through the conversion of the group annuity contract established in the 2023 buy-in transaction into annuity contracts issued directly to retirees and beneficiaries. The buy-out further reduced retirement plan risk, removed the related obligations from the unaudited condensed consolidated balance sheet, and resulted in the recognition of a noncash settlement charge of $475 million. See Note 17 for further details on the buy-out transaction.

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The company expects that 2026 capital expenditures for property, plant and equipment will likely be in the range of $650 million. Approximately $287 million of capital expenditures for property, plant and equipment were contractually committed as of September 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 December 15, 2026, to shareholders of record as of December 1, 2026.

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As of September 30, 2026, approximately $406 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 multi-currency revolving credit facilities, short-term uncommitted 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.

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Based on its indefinite reinvestment assertion, the company has not provided deferred taxes on earnings in certain non-U.S. subsidiaries because such earnings are intended to be indefinitely reinvested in its international operations. It is not practical to estimate the additional taxes that might become payable if these earnings were remitted to the U.S.

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Share Repurchases

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The company's share repurchases totaled $272 million during the nine months ended September 30, 2026, compared to $1.11 billion 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.

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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 September 30, 2026, $2.66 billion remains available to be repurchased.

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Debt Facilities and Other Activities

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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 $7.28 billion and $7.01 billion was outstanding at September 30, 2026, and December 31, 2025, respectively.

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The company's senior credit facilities include a $1.50 billion term loan and long-term multi-currency revolving facilities that mature in November 2030, which provide the company with up to U.S. dollar equivalent of $2.00 billion.

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At September 30, 2026, approximately $1.84 billion was available under the company's long-term multi-currency revolving facilities. The company also had approximately $949 million of short-term uncommitted credit facilities available at September 30, 2026, of which $242 million was outstanding and due on demand. At December 31, 2025, the company had $19 million outstanding under short-term uncommitted credit facilities.

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While ongoing financial and economic conditions in certain areas may raise concerns about credit risk with counterparties to derivative transactions, the company mitigates its exposure by allocating the risk among various counterparties and limiting exposure to any one party. We also monitor the credit ratings of our suppliers, customers, lenders and counterparties on a regular basis.

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We were in compliance with the leverage ratio (as defined) requirement at September 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, 2027. As of September 30, 2026, the company could borrow an additional $2.54 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.

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Benepack

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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 is included in Ball's beverage packaging, EMEA, segment. See Note 4 for further details.

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CONTINGENCIES, INDEMNIFICATIONS AND GUARANTEES

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Details of the company's contingencies, legal proceedings, indemnifications and guarantees are available in Note 21 and Note 22 accompanying the consolidated financial statements within Item 1 of this report. The company is routinely subject to litigation incidental to operating its businesses and has been designated by various federal, state, and international environmental agencies as a potentially responsible party, along with numerous other companies, for the clean-up of several hazardous waste sites.

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Guaranteed Securities

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The company's senior notes are guaranteed on a full and unconditional, joint and several basis by the issuer of the company's senior notes and the subsidiaries that guarantee the notes (the obligor group). The entities that comprise the obligor group are 100 percent owned by the company. As described in the supplemental indentures governing the company's existing senior notes, the senior notes are guaranteed by any of the company's domestic subsidiaries that guarantee any other indebtedness of the company.

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The following summarized financial information relates to the obligor group as of September 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.

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Included in the amounts disclosed in the table above, at September 30, 2026, and December 31, 2025, the obligor group held receivables due from other subsidiary companies of $546 million and $503 million, respectively, long-term notes receivable due from other subsidiary companies of $10.30 billion and $9.93 billion, respectively, payables due to other subsidiary companies of $1.37 billion and $1.09 billion, respectively, and long-term notes payable due to other subsidiary companies of $5.32 billion and $4.97 billion, respectively.

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For the nine months ended September 30, 2026, the obligor group recorded the following transactions with other subsidiary companies: sales to them of $628 million, net credits from them of $64 million, and net interest income from them of $212 million.

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

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