BALL Corp

Previous wording

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; however, there may be timing differences of when the costs are passed through and amounts that are not fully passed through. Because of our customer and supplier concentration, our business, financial condition and results of operations could be adversely affected by the loss, insolvency or bankruptcy of a major customer or supplier or a change in a supply agreement with a major customer or supplier, although our contract provisions generally mitigate the risk of customer loss, and our long-term relationships represent a known, stable customer base.

Current wording

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.

Previous wording

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. Other factors that did not have a material impact, but that are significant to understand the results, are qualitatively described.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

Cost of sales, excluding depreciation and amortization, was $3,300 million and $2,690 million for the three months ended June 30, 2026, and 2025, respectively, and $6,257 million and $5,183 million for the six months ended June 30, 2026, and 2025, respectively. These amounts represented 83 percent and 81 percent of consolidated net sales for the three months ended June 30, 2026, and 2025, respectively, and 82 percent and 81 percent of consolidated net sales for the six months ended June 30, 2026, and 2025, respectively. The increases of $610 million and $1,074 million for the three and six months ended June 30, 2026, respectively, were primarily due to higher raw materials costs of $506 million and $871 million, respectively, driven by higher aluminum prices and higher volumes.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

These amounts represented 4 percent of consolidated net sales for the three and six months ended June 30, 2026, and 2025. The increase for the six months ended June 30, 2026, was primarily due to a loss of $27 million recognized related to the fair value of the ORG equity-linked notes. Further details regarding equity-linked notes are provided in Note 13.

Current wording

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.

Previous wording

Business consolidation and other activities resulted in charges of $22 million and $12 million for the three months ended June 30, 2026, and 2025, respectively, and $33 million and $25 million for the six months ended June 30, 2026, and 2025, respectively. The 2026 amounts include expenses associated with tariff contingencies where the company is seeking recovery and costs for previously announced facility closures. The 2025 amounts include costs for previously announced facility closures and a loss related to the aluminum cups business transaction. The charges for the six months ended June 30, 2025, 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. Further details regarding business consolidation and other activities are provided in Note 6.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

The effective tax rate for the three and six months ended June 30, 2026, was 23.4 and 23.7 percent, respectively, compared to 22.8 and 22.9 percent for the same periods in 2025. The increases of 0.6 percentage points and 0.8 percentage points for the three and six months ended June 30, 2026, was primarily due to increased non-U.S. rate differences and U.S. taxes on foreign income net of credits. This was partially offset by the effects of state and local taxes. Similar impacts may occur in future periods, but given their inherent uncertainty, the company is unable to reasonably estimate their potential future impacts.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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. See Note 4 for further details on the acquisition.

Current wording

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.

Previous wording

Comparable operating earnings for the three and six months ended June 30, 2026, were $5 million lower and flat, respectively, compared to the same periods in 2025. The decrease in comparable operating earnings for the three months ended June 30, 2026, was primarily due to higher costs of $44 million, primarily due to higher volumes, operating costs and plant start up costs, partially offset by $28 million from price/mix, including the timing of metal pass through to our customers. The results for the six months ended June 30, 2026, were primarily due to increases of $55 million from price/mix, including the timing of metal pass through to our customers, and $20 million from higher volume, fully offset by $74 million from higher costs, due to higher operating costs and plant start up costs.

Current wording

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.

Previous wording

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. See Note 4 for further details on the acquisition.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

Segment sales for the three and six months ended June 30, 2026, were $114 million and $155 million higher respectively, compared to the same periods in 2025. The increase for the three months ended June 30, 2026, was primarily due to higher price/mix of $93 million, mainly from higher aluminum prices, and higher volume. The increase for the six months ended June 30, 2026, was primarily due to higher price/mix of $149 million, mainly from higher aluminum prices.

Current wording

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.

Previous wording

Comparable operating earnings for the three and six months ended June 30, 2026, were $32 million higher, respectively, when compared to the same periods in 2025. The increase for the three months ended June 30, 2026, was primarily due to higher price/mix and higher volume. The increase for the six months ended June 30, 2026, was primarily due to higher price/mix of $47 million, partially offset by a decrease from higher costs of $24 million.

Current wording

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.

Previous wording

Cash flows used in operating activities were $169 million in 2026, primarily driven by working capital outflow of $1.01 billion, partially offset by earnings from continuing operations of $428 million and a reconciling adjustment to operating cash flow of $324 million for depreciation and amortization. In a dynamic economic environment, payment terms with our customers and vendors become a more important element of total mix of information used to negotiate our contract terms. At June 30, 2026, a change of one day in days sales outstanding will impact cash flows provided by (used in) operating activities by $44 million, a change of one day in days payable outstanding will impact cash flows provided by (used in) operating activities by $37 million and a change of one day in days inventory on hand will impact cash flows provided by (used in) operating activities by $37 million.

Current wording

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.

Previous wording

Cash flows used in investing activities were $437 million in 2026, primarily driven by capital expenditures of $302 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.

Current wording

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.

Previous wording

Cash flows used in financing activities were $126 million in 2026, primarily driven by outflows from the acquisition of treasury stock of $115 million and dividends paid to investors of $107 million, partially offset by a net inflow from long-term and short-term borrowing of $79 million. See Note 15 for further details on the company’s borrowings and additional amounts available.

Current wording

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.

Previous wording

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 $1.73 billion and $1.82 billion at June 30, 2026, and December 31, 2025, respectively. A total of $216 million and $364 million were available for sale under these programs as of June 30, 2026, and December 31, 2025, respectively. The company has recorded expense related to its factoring programs of $10 million and $9 million for the three months ended June 30, 2026, and 2025, respectively, and $20 million and $19 million for the six months ended June 30, 2026, and 2025, respectively, and has presented these amounts in selling, general and administrative in its unaudited condensed consolidated statements of earnings.

Current wording

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).

Previous wording

The amount of obligations outstanding that the company confirmed as valid to the financial institutions under the company's regional supplier finance programs was $276 million and $424 million at June 30, 2026, and December 31, 2025, respectively. These amounts are classified within accounts payable on the unaudited condensed consolidated balance sheets, and the associated payments are reflected in the cash flows from operating activities section of the unaudited condensed consolidated statements of cash flows.

Current wording

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.

Previous wording

Contributions to the company’s defined benefit pension plans were $15 million in the first six months of 2026 and 2025, and such contributions are expected to be approximately $29 million for the full year of 2026. This estimate may change based on changes in the Pension Protection Act, actual plan asset performance and available company cash flow, among other factors. The company anticipates a “buy-out” for its U.K. defined benefit pension plan will occur in third quarter of 2026, which will trigger a pension settlement that will result in all plan balances, including accumulated pension components within other comprehensive income, being charged to expense as a noncash settlement charge. As of June 30, 2026, accumulated other comprehensive income included $454 million of unrecognized pension losses, expected to be recognized upon settlement.

Current wording

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.

Previous wording

The company expects that 2026 capital expenditures for property, plant and equipment will likely be in the range of $600 million. Approximately $299 million of capital expenditures for property, plant and equipment were contractually committed as of June 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 September 15, 2026, to shareholders of record as of September 1, 2026.

Current wording

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.

Previous wording

As of June 30, 2026, approximately $345 million of our cash was held outside of the U.S. In the event that we would need to utilize any of the cash held outside of the U.S. for purposes within the U.S., there are no material legal or other economic restrictions regarding the repatriation of cash from any of the countries outside the U.S. where we have cash. The company believes its U.S. operating cash flows and cash on hand, as well as availability under its long-term 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.

Current wording

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.

Previous wording

The company’s share repurchases totaled $115 million during the six months ended June 30, 2026, compared to $1.02 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.

Current wording

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.

Previous wording

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 June 30, 2026, $2.82 billion remains available to be repurchased.

Current wording

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.

Previous wording

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 $7.22 billion and $7.01 billion was outstanding at June 30, 2026, and December 31, 2025, respectively.

Current wording

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.

Previous wording

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.

Current wording

Thecompany’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.

Previous wording

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

Current wording

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.

Previous wording

We were in compliance with the leverage ratio requirement at June 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 June 30, 2026, the company could borrow an additional $2.40 billion under its long-term multi-currency committed revolving facilities and short-term uncommitted credit facilities. Additional details about our debt are available in Note 15 accompanying the consolidated financial statements within Item 1 of this report.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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

Current wording

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.