Ball (BALL) - 2023 Q4 - Annual Report

Part I Business Ball is a global leader in aluminum packaging and aerospace, with $14.03 billion in 2023 sales, recently divesting its aerospace unit - In 2023, Ball Corporation's consolidated net sales reached $14.03 billion, with packaging businesses contributing 86% and aerospace 14%[6] - The company completed the divestiture of its aerospace business to BAE Systems, Inc. on February 16, 2024[6][9] - Ball's financial strategy targets a comparable diluted earnings per share growth of 10% to 15% per annum over the long-term, alongside maximizing cash flow and returning value to shareholders[11] Sustainability Ball's sustainability strategy focuses on reducing carbon footprint, promoting circularity, and achieving net-zero emissions before 2050 - The company has committed to a science-based 55% reduction in its greenhouse gas (GHG) footprint by 2030 and aims for net zero carbon emissions prior to 2050[15] - Ball emphasizes the superior recyclability of aluminum, which can be recycled infinitely without quality loss, contrasting with plastic, of which only 10% has ever been recycled and is mostly downcycled[18][19] - The company has received external recognition for its sustainability efforts, including an A- score from CDP's climate change program and inclusion in the 2023 Dow Jones Sustainability Index[26] Human Capital and Employees Ball employed approximately 21,000 people globally in 2023, emphasizing integrity, ownership, and diversity in its culture - At the end of 2023, the company employed approximately 21,000 people, with around 10,000 in the U.S.[27] - As of 2023, 45% of the board of directors is gender diverse and 36% is ethnically diverse, while the executive leadership team is 44% gender diverse and 33% ethnically diverse[31] Our Reportable Segments Ball reports financial performance across four segments, primarily beverage packaging, with the aerospace segment divested in early 2024 2023 Segment Sales Contribution | Segment | % of Consolidated Net Sales | | :--- | :--- | | Beverage packaging, North and Central America | 43% | | Beverage packaging, EMEA | 24% | | Beverage packaging, South America | 14% | | Aerospace | 14% | 2023 Segment Market Position | Segment | 2023 Shipments (billion units) | Estimated Market Share | | :--- | :--- | :--- | | Beverage packaging, North and Central America | 49 | ~36% | | Beverage packaging, EMEA | 35 | ~38% | | Beverage packaging, South America | 19 | ~47% | - The aerospace segment's backlog was $2.98 billion at the end of 2023, a slight increase from $2.97 billion at the end of 2022[55] Risk Factors The company faces diverse risks including high debt of $8.62 billion, raw material price volatility, and international operational challenges - The company had significant interest-bearing debt of $8.62 billion as of December 31, 2023, which could increase vulnerability and limit financial flexibility[75] - In 2023, approximately 44% of consolidated net sales were derived from outside the U.S., exposing the company to risks such as political instability, trade policies, and exchange rate fluctuations[82] - The business is vulnerable to fluctuations and disruptions in the supply and price of raw materials, especially aluminum, with potential timing delays and unrecoverable costs despite pass-through provisions[87][88] - The aerospace business is subject to risks from U.S. government contracts, including termination for convenience, funding reductions, and budget constraints like sequestration[111][112] - Increased and more sophisticated IT security threats pose a risk to systems, networks, and data, potentially leading to compromise of confidential information, production downtimes, and operational disruptions[122][123][124] Unresolved Staff Comments The company reported no unresolved staff comments from the SEC - There were no matters required to be reported under this item[132] Cybersecurity Ball's cybersecurity program, aligned with NIST, is overseen by the Board, and prior incidents have not materially affected operations - The company's cybersecurity program is aligned with the National Institute of Standards and Technology (NIST) Cybersecurity Framework and is integrated into its enterprise risk management process[133][134] - Governance includes a Chief Information Security Director (CISD) reporting to the CIO, with the Board of Directors providing oversight and receiving annual briefings on the company's cybersecurity posture[141][143] - While the company faces cyber threats in the normal course of business, it reports that prior cybersecurity incidents have not materially affected the company[140] Properties This section lists Ball's corporate headquarters in Colorado and numerous manufacturing facilities globally - The company's corporate headquarters are located in Westminster, Colorado[145] - The report lists numerous manufacturing locations for its packaging operations, categorized by segment: North and Central America (20 facilities), EMEA (21 facilities), South America (12 facilities), and others[147][148] Legal Proceedings Details of the company's legal proceedings are included in Note 22 to the consolidated financial statements - Details of the company's legal proceedings are included in Note 22 to the consolidated financial statements[149] Mine Safety Disclosures The company states that this item is not applicable - Not applicable[149] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Ball's common stock trades on NYSE under BALL, with no repurchases in Q4 2023, and a performance graph is provided - The company did not repurchase any of its common stock during the fourth quarter of 2023[151][152] Five-Year Cumulative Total Return Comparison (2018-2023) | Index | 12/31/2018 | 12/31/2023 | | :--- | :--- | :--- | | BALL | $100.00 | $131.61 | | S&P 500 | $100.00 | $190.27 | | DJ US Containers & Packaging | $100.00 | $104.72 | Reserved This item is noted as reserved and contains no information - Item 6 of Part II is removed and reserved[155] Management's Discussion and Analysis of Financial Condition and Results of Operations MD&A covers 2023 financial performance, including a sales decrease to $14.03 billion, liquidity, and critical accounting policies Consolidated Sales and Earnings In 2023, net sales decreased to $14.03 billion due to divestiture, lower volumes, and aluminum prices, with net earnings slightly down Consolidated Financial Highlights (2023 vs 2022, in millions) | Metric | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Net sales | $14,029M | $15,349M | ($1,320M) | | Net earnings attributable to Ball Corporation | $707M | $719M | ($12M) | - The decrease in 2023 sales was primarily due to the sale of the Russian business, lower volumes, and lower aluminum prices[165] - The decrease in 2023 net earnings was mainly driven by a $129 million increase in interest expense and an $82 million increase in business consolidation costs[166] Results of Business Segments Segment performance in 2023 varied, with North America showing higher earnings and Aerospace significantly increasing operating earnings Segment Comparable Operating Earnings (2023 vs 2022, in millions) | Segment | 2023 Earnings | 2022 Earnings | Change | | :--- | :--- | :--- | :--- | | Beverage Packaging, North & Central America | $710M | $642M | +$68M | | Beverage Packaging, EMEA | $354M | $358M | -$4M | | Beverage Packaging, South America | $266M | $275M | -$9M | | Aerospace | $219M | $170M | +$49M | - North America's earnings increase was primarily due to $54 million in fixed cost savings from rightsizing production[179] - EMEA's results were impacted by an $86 million decrease from the 2022 sale of the Russian business, offset by a $126 million increase from higher sales prices[181] Financial Condition, Liquidity and Capital Resources Ball's 2023 operating cash flow was $1.86 billion, with plans to use aerospace divestiture proceeds for debt repayment and share repurchases Summary of Cash Flows (in millions) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Operating Activities | $1,863 | $301 | | Investing Activities | ($1,053) | ($786) | | Financing Activities | ($662) | $485 | - Following the aerospace divestiture, the company plans to use proceeds to repay $2.00 billion of debt and accelerate capital return to shareholders via $2.00 billion of share repurchases[204][222] - Total interest-bearing debt was $8.62 billion at December 31, 2023, down from $9.00 billion at year-end 2022[213] Quantitative and Qualitative Disclosures About Market Risk Ball manages market risks from commodity prices, interest rates, and currency, with a $22 million charge from Argentine peso devaluation in Q4 2023 Market Risk Sensitivity Analysis (1-Year After-Tax Earnings Impact, in millions) | Risk Factor | Hypothetical Change | Estimated Impact | | :--- | :--- | :--- | | Aluminum Price | 10% adverse change | ($3M) | | Interest Rates | 100 basis point increase | ($7M) | | Currency Exchange Rates | 10% USD strengthening | ($15M) | - In Q4 2023, a sudden 55% devaluation of the Argentine peso resulted in a $22 million charge recorded in business consolidation and other activities[243] Financial Statements and Supplementary Data This section presents Ball's audited consolidated financial statements for 2023, 2022, and 2021, with an unqualified audit opinion Report of Independent Registered Public Accounting Firm PwC issued an unqualified opinion on Ball's financial statements and internal controls, noting aerospace revenue recognition as a critical audit matter - The auditor, PricewaterhouseCoopers LLP, issued an unqualified (clean) opinion on the financial statements and the company's internal control over financial reporting[246] - A Critical Audit Matter was identified related to revenue recognition for aerospace fixed-price contracts, due to the significant judgment required by management to estimate costs at completion[255][256] Consolidated Financial Statements Key 2023 financial data includes $14.03 billion net sales, $707 million net earnings, and $1.86 billion cash from operations Key Financial Statement Data for FY 2023 | Financial Statement | Metric | Value (in millions) | | :--- | :--- | :--- | | Statement of Earnings | Net Sales | $14,029 | | | Net Earnings Attributable to Ball | $707 | | | Diluted EPS | $2.23 | | Balance Sheet (Year-End) | Total Assets | $19,303 | | | Total Liabilities | $15,466 | | | Total Equity | $3,837 | | Cash Flow Statement | Net Cash from Operating Activities | $1,863 | Notes to the Consolidated Financial Statements Notes detail the $5.6 billion aerospace divestiture, major customers, $8.36 billion long-term debt, and pension plan status - The aerospace business was sold to BAE Systems for $5.6 billion on February 16, 2024, resulting in an estimated pre-tax gain of $4.8 billion[354] - Major customers in 2023 included the U.S. Government (14% of sales), Anheuser-Busch InBev (13%), and Coca-Cola Bottlers' Sales & Services Company LLC (11%)[345] - In November 2023, the U.K. defined benefit pension plan entered into a bulk annuity purchase ('buy-in') agreement, transferring significantly all plan assets to an insurer to reduce risk, with a fair value of $1.94 billion[455][456] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reported no changes in or disagreements with its accountants on accounting and financial disclosure - There were no matters required to be reported under this item[501] Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023 - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2023[501] - Management concluded that internal control over financial reporting was effective as of December 31, 2023, based on the COSO framework[502] Other Information The company reported no matters under this item - There were no matters required to be reported under this item[504] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections The company reported no matters under this item - There were no matters required to be reported under this item[504] Part III Directors, Executive Officers and Corporate Governance This section lists key executive officers and incorporates further governance information by reference from the proxy statement - Daniel W. Fisher serves as Chairman and Chief Executive Officer[507] - Howard H. Yu serves as Executive Vice President and Chief Financial Officer[512] - Further information regarding directors and corporate governance is incorporated by reference from the company's proxy statement to be filed within 120 days after December 31, 2023[513] Executive Compensation All information regarding executive compensation is incorporated by reference from the company's proxy statement - The information required by this item is incorporated by reference from the company's proxy statement[514] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section incorporates security ownership information by reference and details equity compensation plan securities Equity Compensation Plan Information | Plan Category | Securities to be Issued Upon Exercise | Weighted-Average Exercise Price | Securities Remaining for Future Issuance | | :--- | :--- | :--- | :--- | | Approved by security holders | 8,905,005 | $55.48 | 11,286,918 | | Not approved by security holders | — | — | — | | Total | 8,905,005 | $55.48 | 11,286,918 | Certain Relationships and Related Transactions, and Director Independence All information regarding related party transactions and director independence is incorporated by reference from the proxy statement - The information required by this item is incorporated by reference from the company's proxy statement[517] Principal Accountant Fees and Services All information regarding principal accountant fees and services is incorporated by reference from the company's proxy statement - The information required by this item is incorporated by reference from the company's proxy statement[518] Part IV Exhibits and Financial Statement Schedules This section lists financial statements and exhibits, including the Stock Purchase Agreement for the aerospace business divestiture - The financial statements are included in Part II, Item 8, and financial statement schedules have been omitted[520][521] - A key exhibit filed is the Stock Purchase Agreement, dated August 16, 2023, for the sale of the aerospace business to BAE Systems, Inc.[519] Form 10-K Summary The company states that this item is not applicable - Not applicable[531]