BALL

MKT CAP $17BP/E 18.2DIV YIELD 1.25%FCF YIELD 4.87%REV TTM —NET INCOME $949M +68.6%NET DEBT $7.2B52W 46.41 – 67.76SEC XBRL · TTM TO Invalid Date

How BALL rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

59%

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Length

+123

words, now 4,740

New in FY2025

These circumstances have placed significant demands on our management as well as our financial and operational resources, and present several challenges, including: ● rebalancing manufacturing capacity, maintaining quality and optimizing production; ● identifying, attracting and retaining qualified personnel; ● developing and retaining our global sales, marketing and administrative infrastructure and capabilities; ● increasing our regulatory compliance capabilities, particularly in new lines of business; ● addressing climate related risks and opportunities; ● optimizing our expertise in a number of disciplines, including marketing, licensing, and merchandising; and ● implementing appropriate operational, financial and IT systems and internal controls. Our business, operating results and financial condition are subject to particular risks in certain regions of the world. We may experience an operating loss in one or more regions of the world for one or more periods, which could have a material adverse effect on our business, operating results or financial condition.
Our ability to manage such operational fluctuations and to maintain adequate long-term strategies in the face of such developments will be critical to our continued growth and profitability. The loss of a key customer, or an adverse change in its requirements, could have a significant negative impact on our sales. We sell a majority of our packaging products to a relatively limited number of major beverage, personal care and household product companies, some of which operate in multiple geographical markets we serve. Although the majority of our customer contracts are long-term, these contracts, unless they are renewed, expire in accordance with their respective terms and are terminable under certain circumstances, such as our failure to meet quality, volume or market pricing requirements.
Because we depend on a relatively limited number of major customers, our business, financial condition or results of operations could be adversely affected by the loss of any of these customers, a reduction in the purchasing levels of these customers, a strike or work stoppage by a significant number of these customers’ employees or an adverse change in the terms of the supply agreements with these customers.
We have a significant level of debt that could have important consequences for our business and any investment in our securities. The company had $7.01 billion of debt at December 31, 2025.
If demand for glass and PET bottles increases relative to aluminum containers, or the demand for aluminum containers does not develop as expected, our business, results of operations, cash flows and financial condition could be materially adversely affected. Our business, financial condition, cash flows and results of operations are subject to risks resulting from broader geographic operations. We derived approximately 53 percent of our consolidated net sales from outside of the U.S. for the year ended December 31, 2025.
Reasons for this include, but are not limited to, the following: ● political and economic instability; ● the continuation or escalation of global conflicts; ● governments’ restrictive trade policies; ● the imposition or rescission of duties, tariffs, taxes or government royalties; ● exchange rate risks; ● inflation of direct input costs; ● virus and disease outbreaks and responses thereto; and ● difficulties in enforcement of contractual obligations and intellectual property rights. We are exposed to exchange rate fluctuations. The company’s financial results are exposed to currency exchange rate fluctuations and a significant proportion of assets, liabilities and earnings are denominated in non-U.S. dollar currencies.
We primarily use derivative instruments to manage our currency exposures and, as a result, we experience gains and losses on these derivative positions, which are offset by the impact of currency fluctuations on existing assets and liabilities. We are vulnerable to fluctuations and disruptions in the supply and price of raw materials, including increases in tariffs on imported goods. We purchase aluminum and other raw materials and packaging supplies, including dunnage, from several sources.
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 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. Net earnings and net assets could be materially affected by an impairment of goodwill. We have a significant amount of goodwill recorded on our consolidated balance sheet as of December 31, 2025.
As of December 31, 2025, the company had no material weaknesses. We face risks related to health epidemics, pandemics and other outbreaks, which could adversely affect our business. Health epidemics, pandemics and other outbreaks could give rise to circumstances that cause one or more of the following risk factors to occur: ● We could lose key customers, customers could become insolvent or have a reduction in demand for our products and services; ● We could be subject to changes in laws and governmental regulations that adversely affect our business and operations; ● We could be subject to adverse fluctuations in currency exchange rates; ● We might lose key management and operating personnel; ● We may be subject to disruptions in the supply or price of our raw materials; ● We may face prolonged work stoppages at our facilities; ● Our pension plan investments may not perform as expected, and we may be required to make additional contributions to our pension plans which would otherwise be available for other general corporate purposes; ● Our access to capital markets may be restricted, which could adversely affect our short-term liquidity and prevent us from fulfilling our obligations under the notes issued pursuant to our bond indentures; ● We may be subject to increased information technology (IT) security threats and reduced network access availability; ● Our operations and those of our principal customers and suppliers could be designated as non-essential in key markets; and ● A material weakness in our internal control over financial reporting or a material misstatement in our financial statements could occur. Investment Risks Our investments in acquisitions, joint ventures and new developments may include risks that could have an adverse impact on our business. We make investments in the growth of our business through the development of new facilities, the improvement of existing facilities, the acquisition of assets or securities of other businesses and through joint venture arrangements.
The realization of the expected benefits of these investments is based in part on our ability to cost effectively execute our development plans and, in certain instances, to integrate these investments with our business operations.
If we fail to execute our development plans in a cost effective or timely manner or fail to integrate the investments with our existing operations, our internal controls over financial reporting or our information systems, we may experience increases in costs of operations, loss of customers or suppliers, difficulties servicing our debt obligations and our financial performance may not meet shareholder expectations.
In addition, our final estimates of the fair value of any assets or liabilities acquired with the investments may be materially different from our initial estimates and the company may not fully realize the anticipated benefits of the investments. Our investments in joint ventures include investments in companies that we may not control.
The performance of these investments may change as a result of decisions that are made by our joint venture partners who have control over these joint ventures.
In addition, we may be obligated under the joint venture arrangement to assume certain costs, perform certain services or make additional capital investments.
If we are unable to realize the benefits of our joint venture and other investments, our business, our operating results and the financial condition of our business could be materially adversely affected. Governmental and regulatory risks Changes in laws and governmental regulations may adversely affect our business and operations. 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.
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. While deposit systems and other container-related legislation have been adopted in some jurisdictions, similar legislation has been defeated in public referenda and legislative bodies in many others.
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 litigation, governmental action or reputational damage, all of which could adversely affect our financial condition or results of operations. Our business faces the potential of increased regulation on some of the raw materials utilized in our packaging operations. Our operations are subject to federal, state, provincial and local laws and regulations in multiple jurisdictions relating to some of the raw materials utilized in our container making process.
Various 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.
Unforeseen losses of key members of our management team without appropriate succession and/or compensation planning could make it difficult for us to manage our business and meet our objectives. Prolonged work stoppages at facilities with union employees could jeopardize our financial position. As of December 31, 2025, 20 percent of our North American employees and 33 percent of our European employees were covered by collective bargaining agreements.

Gone since FY2024

These circumstances have placed significant demands on our management as well as our financial and operational resources, and present several challenges, including: ● rebalancing manufacturing capacity, maintaining quality and optimizing production; ● identifying, attracting and retaining qualified personnel; ● developing and retaining our global sales, marketing and administrative infrastructure and capabilities; ● increasing our regulatory compliance capabilities, particularly in new lines of business; ● optimizing our expertise in a number of disciplines, including marketing, licensing, and merchandising; and ● implementing appropriate operational, financial and IT systems and internal controls. Our business, operating results and financial condition are subject to particular risks in certain regions of the world. We may experience an operating loss in one or more regions of the world for one or more periods, which could have a material adverse effect on our business, operating results or financial condition.
Our ability to manage such operational fluctuations and to maintain adequate long-term strategies in the face of such developments will be critical to our continued growth and profitability. The loss of a key customer, or a reduction in its requirements, could have a significant negative impact on our sales. We sell a majority of our packaging products to a relatively limited number of major beverage, personal care and household product companies, some of which operate in multiple geographical markets we serve. Although the majority of our customer contracts are long-term, these contracts, unless they are renewed, expire in accordance with their respective terms and are terminable under certain circumstances, such as our failure to meet quality, volume or market pricing requirements.
Because we depend on a relatively limited number of major customers, our business, financial condition or results of operations could be adversely affected by the loss of any of these customers, a reduction in the purchasing levels of these customers, a strike or work stoppage by a significant number of these customers’ employees or an adverse change in the terms of the supply agreements with these customers. We have a significant level of debt that could have important consequences for our business and any investment in our securities. The company had $5.69 billion of interest-bearing debt at December 31, 2024.
If demand for glass and PET bottles increases relative to aluminum containers, or the demand for aluminum containers does not develop as expected, our business, results of operations, cash flows and financial condition could be materially adversely affected. Our business, financial condition, cash flows and results of operations are subject to risks resulting from broader geographic operations. We derived approximately 54 percent of our consolidated net sales from outside of the U.S. for the year ended December 31, 2024.
Reasons for this include, but are not limited to, the following: ● political and economic instability; ● governments’ restrictive trade policies; ● the imposition or rescission of duties, tariffs, taxes or government royalties; ● exchange rate risks; ● inflation of direct input costs; ● virus and disease outbreaks and responses thereto; and ● difficulties in enforcement of contractual obligations and intellectual property rights. We are exposed to exchange rate fluctuations. The company’s financial results are exposed to currency exchange rate fluctuations and a significant proportion of assets, liabilities and earnings are denominated in non-U.S. dollar currencies.
We primarily use derivative instruments to manage our currency exposures and, as a result, we experience gains and losses on these derivative positions, which are offset by the impact of currency fluctuations on existing assets and liabilities. We are vulnerable to fluctuations and disruptions in the supply and price of raw materials. We purchase aluminum and other raw materials and packaging supplies, including dunnage, from several sources.
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. Net earnings and net assets could be materially affected by an impairment of goodwill. We have a significant amount of goodwill recorded on our consolidated balance sheet as of December 31, 2024.
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.
As of December 31, 2024, the company had no material weaknesses. We face risks related to health epidemics, pandemics and other outbreaks, which could adversely affect our business. Health epidemics, pandemics and other outbreaks could give rise to circumstances that cause one or more of the following risk factors to occur: ● We could lose key customers, customers could become insolvent or have a reduction in demand for our products and services; ● We could be subject to changes in laws and governmental regulations that adversely affect our business and operations; ● We could be subject to adverse fluctuations in currency exchange rates; ● We might lose key management and operating personnel; ● We may be subject to disruptions in the supply or price of our raw materials; ● We may face prolonged work stoppages at our facilities; ● We may be impacted by government budget constraints or government shutdowns; ● Our pension plan investments may not perform as expected, and we may be required to make additional contributions to our pension plans which would otherwise be available for other general corporate purposes; ● Our access to capital markets may be restricted, which could adversely affect our short-term liquidity and prevent us from fulfilling our obligations under the notes issued pursuant to our bond indentures; ● We may be subject to increased information technology (IT) security threats and reduced network access availability; ● Our operations and those of our principal customers and suppliers could be designated as non-essential in key markets; and ● A material weakness in our internal control over financial reporting or a material misstatement in our financial statements could occur. Governmental and regulatory risks Changes in laws and governmental regulations may adversely affect our business and operations. 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.
Requirements 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.
In addition, we face risks arising from compliance with and enforcement of numerous and complex federal, state, provincial and local laws and regulations. Enacted regulatory developments regarding the reporting and use of “conflict minerals” mined from the Democratic Republic of the Congo and adjoining countries could affect the sourcing, availability and price of minerals used in the manufacture of certain of our products.
As a result, there may only be a limited pool of suppliers who provide conflict-free materials, and we cannot give assurance that we will be able to obtain such products in sufficient quantities or at competitive prices.
Also, because our supply chains are complex, we may face reputational challenges with our customers and other stakeholders if we are unable to sufficiently verify the origins of all materials used in the products that we sell.
The compliance and reporting aspects of these regulations may result in incremental costs to the company. While deposit systems and other container-related legislation have been adopted in some jurisdictions, similar legislation has been defeated in public referenda and legislative bodies in many others.
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 litigation or governmental action, all of which could adversely affect our financial condition or results of operations. Our business faces the potential of increased regulation on some of the raw materials utilized in our packaging 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 coatings 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, various 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.
Unforeseen losses of key members of our management team without appropriate succession and/or compensation planning could make it difficult for us to manage our business and meet our objectives. Prolonged work stoppages at facilities with union employees could jeopardize our financial position. As of December 31, 2024, 13 percent of our North American employees and 27 percent of our European employees were covered by collective bargaining agreements.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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