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Item 5 — Management's Discussion and Analysis
Ardagh Metal Packaging S.a. · 20-F · FY 2025 · Period ended Dec 31, 2025
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The following discussion should be read together with, and is qualified in its entirety by reference to the audited consolidated financial statements of Ardagh Metal Packaging S.A. for the years ended December 31, 2025, 2024 and 2023 including the related notes thereto, included elsewhere in this Annual Report. As used in this section, the “Group” refers to Ardagh Metal Packaging S.A. and its subsidiaries.
Some of the measures used in this Annual Report are not measurements of financial performance under IFRS Accounting Standards and should not be considered an alternative to cash flow from operating activities as a measure of liquidity or an alternative to operating profit or profit/(loss) for the year, as indicators of our operating performance or any other measures of performance derived in accordance with IFRS Accounting Standards.
Business Drivers
The main factors affecting our results of operations for the Group are: (i) global economic trends, end-consumer demand for our products and production capacity of our production facilities; (ii) prices of energy and raw materials used
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in our business, primarily aluminum and coatings, and our ability to pass through these and other cost increases to our customers, through contractual pass through mechanisms under multi-year contracts, or through renegotiation in the case of short-term contracts; (iii) investment in capacity expansion and operating cost reductions; and (iv) foreign exchange rate fluctuations and currency translation risks arising from various currency exposures, primarily with respect to the euro, U.S. dollar, British pound and Brazilian real.
We generate our revenue from supplying metal can packaging to the beverage end-use category. Revenue is primarily dependent on sales volumes and sales prices. While we currently believe the recently implemented and additional proposed changes to tariffs are likely to have a minimal impact on the results of the Group’s operations, management continues to closely monitor the evolving environment and the potential impact on the Group.
Sales volumes are influenced by a number of factors, including factors driving customer demand, seasonality and the capacity of our metal beverage packaging plants. Demand for our metal beverage cans may be influenced by trends in the consumption of beverages, industry trends in packaging, including customer marketing and pricing decisions, and the impact of environmental regulations and shifts in consumer sentiment towards a greater awareness of sustainability. The demand for our beverage products is strongest during spells of warm weather and therefore demand typically, based on historical trends, peaks during the summer months, as well as in the period leading up to holidays in December. Accordingly, we generally build inventories in the first and fourth quarters in anticipation of the seasonal demands in our beverage business.
Our Adjusted EBITDA is based on revenue derived from selling our metal beverage cans and is affected by a number of factors, including cost of sales, and sales, marketing and administrative expenses. The elements of our cost of sales include (i) variable costs, such as energy, raw materials (including the cost of aluminum), packaging materials, decoration and freight and other distribution costs, and (ii) fixed costs, such as labor and other plant-related costs including depreciation and maintenance. Sales contracts generally provide for the pass through of metal and energy price fluctuations as well as a mechanism for the recovery of other input cost inflation. Our variable costs have typically constituted approximately 75% and fixed costs approximately 25% of the total cost of sales for our business.
Critical Accounting Policies
We prepare our consolidated financial statements in accordance with IFRS Accounting Standards as issued by the IASB. A summary of material accounting policies is contained in note 3 to our audited consolidated financial statements for the three years ended December 31, 2025. In applying accounting principles, we make assumptions, estimates and judgments which are often subjective and may be affected by changing circumstances or changes in our analysis. Material changes in these assumptions, estimates and judgments have the potential to materially alter the Group’s results of operations. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Income taxes
We are subject to income taxes in numerous jurisdictions and judgment is therefore required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. We recognize liabilities for anticipated tax audit matters based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
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Measurement of employee benefit obligations
We follow the requirements of IAS 19 ‘Employee Benefits’ to determine the present value of our obligations to current and past employees in respect of defined benefit pension obligations, other long-term employee benefits and other end of service employee benefits, which are subject to similar fluctuations in value in the long-term. We, with the assistance of a network of professionals, value such liabilities designed to ensure consistency in the quality of the key assumptions underlying the valuations.
The principal pension assumptions used in the preparation of the audited consolidated financial statements take account of the different economic circumstances in the countries in which we operate and the different characteristics of the respective plans including the length of duration of the obligations.
The ranges of the principal assumptions applied in estimating defined benefit obligations for the Group's main schemes were:
Germany UK U.S.
2025 2024 2025 2024 2025 2024
% % % % % %
Rate of inflation 2.00 2.00 2.80 3.00 2.20 2.20
Rate of increase in salaries 3.00 3.00 2.45 2.60 3.00 3.00
Discount rate 4.33 3.57 5.60 5.55 5.90 5.87
Assumptions regarding future mortality experience are based on actuarial advice in accordance with published statistics and experience.
These assumptions translate into the following average life expectancy in years for a pensioner retiring at age 65. The mortality assumptions for the countries with the most significant defined benefit plans are set out below:
Germany UK U.S.
2025 2024 2025 2024 2025 2024
Years Years Years Years Years Years
Life expectancy, current pensioners 23 23 21 21 21 21
Life expectancy, future pensioners 25 25 23 23 23 23
If the discount rate were to decrease by 50 basis points from management estimates, the carrying amount of the defined benefit obligations would increase by an estimated $21 million (2024: $22 million). If the discount rate were to increase by 50 basis points, the carrying amount of the defined benefit obligations would decrease by an estimated $20 million (2024: $19 million).
If the inflation rate were to decrease by 50 basis points from management estimates, the carrying amount of the defined benefit obligations would decrease by an estimated $10 million (2024: $9 million). If the inflation rate were to increase by 50 basis points, the carrying amount of the defined benefit obligations would increase by an estimated $9 million (2024: $10 million).
If the salary increase rate were to decrease by 50 basis points from management estimates, the carrying amount of the defined benefit obligations would decrease by an estimated $11 million (2024: $10 million). If the salary increase rate were to increase by 50 basis points, the carrying amount of the defined benefit obligations would increase by an estimated $10 million (2024: $11 million).
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The impact of increasing the life expectancy by one year would result in an increase in the net defined benefit obligation of the Group of $6 million at December 31, 2025 (2024: $6 million), holding all other assumptions constant.
Exceptional items
Our consolidated income statement, consolidated statement of cash flows and segmental analysis separately identify results before specific items. Specific items are those that in management’s judgment need to be disclosed by virtue of their size, nature or incidence to provide additional information. Such items include, where significant, restructuring, redundancy and other costs relating to permanent capacity realignment or footprint reorganization, directly attributable acquisition costs and acquisition integration costs, and other transaction-related costs, profit or loss on disposal or termination of operations, start-up costs incurred in relation to and associated with plant builds, significant new line investments, major litigation costs and settlements and impairments of non-current assets. In this regard the determination of “significant” as included in our definition uses qualitative and quantitative factors. We use our judgment in assessing the specific items, which by virtue of their scale and nature, are disclosed in our consolidated income statement, and related notes, as exceptional items. Our management considers columnar presentation to be appropriate in the consolidated income statement as it provides useful additional information and is consistent with the way that financial performance is measured by management and presented to the Board. Exceptional restructuring costs are classified as restructuring provisions and all other exceptional costs when outstanding at the reporting date are classified as exceptional items payable.
Valuation of Earnout Shares
The Group follows the guidance of IAS 32 ‘Financial Instruments: Presentation’ in accounting for the Earnout Shares. The Earnout Shares are recorded as a financial liability and measured at fair value at each reporting date, and are considered a critical accounting estimate in the comparative financial periods included in the audited consolidated financial statements included in this Annual Report. The key data inputs into the valuation are volatility, dividend yield, share price hurdles, share price, and risk-free rate. Volatility is the significant assumption in the valuation of the Earnout Shares as it is not directly market observable and there is estimation uncertainty involved in determining the assumed volatility. The critical assumptions and estimates applied are discussed in detail in note 22 to the audited consolidated financial statements included in this Annual Report.
Recently adopted accounting standards and changes in accounting policies
The impact of new standards, amendments to existing standards and interpretations issued and effective for annual periods beginning on or after January 1, 2025 have been assessed by the Board. None of these new standards or amendments to existing standards effective January 1, 2025 have had or are expected to have a material impact for the Group.
Recent accounting pronouncements
New standards and amendments to existing standards and interpretations which are effective for annual periods beginning on or after January 1, 2026, and have not been early adopted by the Group include IFRS 18 ‘Presentation and Disclosure in Financial Statements’ which will replace IAS 1 ‘Presentation of Financial Statements.’ IFRS 18 will retain many of the principles from IAS 1 with limited changes, in particular, it will not impact the recognition or measurement of items in the financial statements, or items which are presented in the income statement. IFRS 18 will introduce new presentation of items within the income statement, new required disclosures in the financial statements for certain management defined performance measures reported outside of an entity’s financial statements, and enhanced principles on aggregation and disaggregation which apply to the primary in the financial statements and notes in general. The standard is effective for annual periods beginning on or after January 1, 2027 with retrospective application to all comparative periods. The Board’s assessment of the impact of this standard on the consolidated financial statements is on-going.
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The Board’s assessment of the impact of other new or amended standards which are not yet effective and which have not been early adopted by the Group, including various Amendments to IFRS 9 and IFRS 7 regarding ‘Contracts Referencing Nature-dependent Electricity’ and ‘Classification and the Measurement of Financial Instruments’, and IFRS 19 ‘Subsidiaries without Public Accountability’ is on-going however they are not expected to have a material effect on the consolidated financial statements.
A.Operating results
Year Ended December 31, 2025 compared to Year Ended December 31, 2024
Year ended
December 31,
2025 2024
(in $ millions)
Revenue 5,497 4,908
Cost of sales (4,816) (4,278)
Gross profit 681 630
Sales, general and administration expenses (299) (288)
Intangible amortization (138) (140)
Operating profit 244 202
Net finance expense (240) (192)
Profit before tax 4 10
Income tax credit/(charge) 7 (13)
Profit/(loss) for the year 11 (3)
Revenue
Revenue in the year ended December 31, 2025, increased by $589 million, or 12%, to $5,497 million, compared with $4,908 million in the year ended December 31, 2024. The increase, excluding favorable foreign currency translation effects of $74 million, principally reflects the pass through of higher input costs to customers and favorable volume/mix effects.
Cost of sales
Cost of sales in the year ended December 31, 2025, increased by $538 million, or 13%, to $4,816 million, compared with $4,278 million in the year ended December 31, 2024. The increase in cost of sales is principally due to the impact of higher sales as outlined above. Exceptional cost of sales were in line with the prior year. Further analysis of the movement in exceptional items is set out in “—Supplemental Management’s Discussion and Analysis.”
Gross profit
Gross profit in the year ended December 31, 2025, increased by $51 million, or 8%, to $681 million, compared with $630 million in the year ended December 31, 2024. Gross profit percentage in the year ended December 31, 2025, decreased by 40 basis points to 12.4%, compared with 12.8% in the year ended December 31, 2024. Excluding exceptional cost of sales, gross profit percentage in the year ended December 31, 2025, decreased by 50 basis points to 12.7%, compared with 13.2% in the year ended December 31, 2024, as a result of the items outlined above in revenue and cost of sales. Further analysis of the movement in exceptional items is set out in “—Supplemental Management’s Discussion and Analysis.
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Sales, general and administration expenses
Sales, general and administration expenses in the year ended December 31, 2025, increased by $11 million, or 4%, to $299 million, compared with $288 million in the year ended December 31, 2024. The increase in sales, general and administration expenses was due to higher exceptional sales, general and administration expenses in the current year. Excluding exceptional items, sales, general and administration expenses were in line with the prior year. Exceptional sales, general and administration expenses increased by $11 million, due to higher transaction-related and other costs in the current year. Further analysis of the movement in exceptional items is set out in “—Supplemental Management’s Discussion and Analysis.”
Intangible amortization
Intangible amortization in the year ended December 31, 2025, decreased by $2 million or 1%, to $138 million, compared with $140 million in the year ended December 31, 2024, primarily due to a decrease in the amortization of customer-related intangible assets.
Operating profit
Operating profit in the year ended December 31, 2025, increased by $42 million, to $244 million compared with $202 million in the year ended December 31, 2024. The increase is primarily due to higher gross profit as outlined above, partly offset by higher sales, general and administration expenses.
Net finance expense
Net finance expense in the year ended December 31, 2025, was $240 million, compared with $192 million in the year ended December 31, 2024, an increase of $48 million. Net finance expense for the years ended December 31, 2025 and 2024 comprised the following:
Year ended
December 31,
2025 2024
(in $ millions)
Senior Facilities interest expense 158 140
Net pension interest cost 5 5
Lease interest cost 23 25
Foreign currency translation loss 6 —
Loss/(gain) on derivative financial instruments 6 (5)
Other net finance expense 28 40
Net finance expense before exceptional items 226 205
Exceptional net finance expense/(income) 14 (13)
Net finance expense 240 192
Senior Facilities interest expense increased by $18 million, or 13%, in the year ended December 31, 2025, compared with the year ended December 31, 2024. The increase primarily relates to interest and fees on the Senior Secured Term Loan.
Lease interest cost in the year ended December 31, 2025 decreased by $2 million to $23 million, compared with $25 million in the year ended December 31, 2024, driven by a decrease in lease obligations during the year and related interest thereon.
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Foreign currency translation losses in the year ended December 31, 2025 increased by $6 million to $6 million, compared with $nil in the year ended December 31, 2024, driven by foreign exchange rate fluctuations during the year, primarily related to the U.S. dollar.
Losses on derivative financial instruments in the year ended December 31, 2025 amounted to $6 million, compared with a $5 million gain in the year ended December 31, 2024. The losses primarily related to the Group's virtual power purchase agreement ("vPPA").
$14 million net exceptional finance expenses includes premiums payable on and accelerated amortization of deferred debt issue costs and other expenses related to (i) the early redemption of the Group's $600 million 6.000% Senior Secured Green Notes due 2027; (ii) repayment of the Senior Secured Term Loan; and (iii) termination of the Group's cross currency interest rate swaps (“CCIRS”) in December 2025, partly offset by a gain on the movements in fair value of the Earnout Shares and Private and Public Warrants. Exceptional net finance income for the year ended December 31, 2024, of $13 million primarily comprised of a gain on movements in the fair market values on the Earnout Shares, Private and Public Warrants.
Income tax credit/(charge)
Income tax credit in the year ended December 31, 2025 was $7 million, compared with a tax charge of $13 million in the year ended December 31, 2024.
The decrease in the income tax charge of $20 million is primarily attributable to a decrease in the profit before tax of $6 million (tax effect of $1 million at the standard rate of Luxembourg corporation tax), a decrease of $12 million in tax charge on tax losses for which no deferred tax was recognized, a decrease of $4 million in tax charge on non-deductible and other items, an increase of $3 million in prior year adjustments credits, and a decrease of $4 million in tax charge on income subject to state and other local income taxes, partially offset by an increase of $3 million in tax charge on re-measurement of deferred taxes relating to the decrease in the substantively enacted rate of corporation tax in Germany, and a decrease of $1 million in tax credit on income taxed at rates other than the standard rate of Luxembourg corporation tax.
The effective income tax rate on profit before exceptional items for the year ended December 31, 2025 was 30%, compared with a tax rate of 28% for the year ended December 31, 2024. The increase in effective tax rate is primarily attributable to changes in profitability mix in the year ended December 31, 2025.
Profit for the year
As a result of the items described above, the profit for the year ended December 31, 2025, increased by $14 million to $11 million, compared with a $3 million loss in the year ended December 31, 2024.
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Year Ended December 31, 2024 compared to Year Ended December 31, 2023
Year ended
December 31,
2024 2023
(in $ millions)
Revenue 4,908 4,812
Cost of sales (4,278) (4,338)
Gross profit 630 474
Sales, general and administration expenses (288) (255)
Intangible amortization (140) (143)
Operating profit 202 76
Net finance expense (192) (147)
Profit/(loss) before tax 10 (71)
Income tax (charge)/credit (13) 21
Loss for the year (3) (50)
Revenue
Revenue in the year ended December 31, 2024, increased by $96 million, or 2%, to $4,908 million, compared with $4,812 million in the year ended December 31, 2023. The increase, excluding favorable foreign currency translation effects of $40 million, principally reflects favorable volume/mix effects, partly offset by the pass through of lower input costs to customers.
Cost of sales
Cost of sales in the year ended December 31, 2024, decreased by $60 million, or 1%, to $4,278 million, compared with $4,338 million in the year ended December 31, 2023. The decrease in cost of sales is principally due to lower exceptional cost of sales, partly offset by the impact of higher sales as outlined above. Exceptional cost of sales decreased by $76 million due to lower restructuring costs, asset impairments and start-up related costs in the current year. Further analysis of the movement in exceptional items is set out in “—Supplemental Management’s Discussion and Analysis.”
Gross profit
Gross profit in the year ended December 31, 2024, increased by $156 million, or 33%, to $630 million, compared with $474 million in the year ended December 31, 2023. Gross profit percentage in the year ended December 31, 2024, increased by 290 basis points to 12.8%, compared with 9.9% in the year ended December 31, 2023. Excluding exceptional cost of sales, gross profit percentage in the year ended December 31, 2024, increased by 140 basis points to 13.2%, compared with 11.8% in the year ended December 31, 2023, as a result of the items outlined above in revenue and cost of sales. Further analysis of the movement in exceptional items is set out in “—Supplemental Management’s Discussion and Analysis.”
Sales, general and administration expenses
Sales, general and administration expenses in the year ended December 31, 2024, increased by $33 million, or 13%, to $288 million, compared with $255 million in the year ended December 31, 2023. The increase in sales, general and administration expenses was primarily due to higher employee variable remuneration in the current year. Excluding exceptional items, sales, general and administration expenses increased by $42 million, or 17%. Exceptional sales, general and administration expenses decreased by $9 million, due to lower transaction-related and other costs in the current year. Ardagh Metal Packaging S.A. Further analysis of the movement in exceptional items is set out in “—Supplemental Management’s Discussion and Analysis.”
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Intangible amortization
Intangible amortization in the year ended December 31, 2024, decreased by $3 million or 2%, to $140 million, compared with $143 million in the year ended December 31, 2023, primarily due to a decrease in the amortization of customer-related intangible assets.
Operating profit
Operating profit in the year ended December 31, 2024, increased by $126 million, to $202 million compared with $76 million in the year ended December 31, 2023. The increase is primarily due to higher gross profit as outlined above, partly offset by higher sales, general and administration expenses.
Net finance expense
Net finance expense in the year ended December 31, 2024, was $192 million, compared with $147 million in the year ended December 31, 2023, an increase of $45 million. Net finance expense for the years ended December 31, 2024 and 2023 comprised the following:
Year ended
December 31,
2024 2023
(in $ millions)
Senior Facilities interest expense 140 132
Net pension interest cost 5 5
Lease interest cost 24 24
Foreign currency translation loss — 6
(Gain)/loss on derivative financial instruments (5) 2
Other net finance expense 40 36
Net finance expense before exceptional items 205 205
Exceptional finance income (13) (58)
Net finance expense 192 147
Senior Facilities interest expense increased by $8 million, or 6%, in the year ended December 31, 2024, compared with the year ended December 31, 2023. The increase primarily relates to interest and fees on the Senior Secured Term Loan.
Lease interest cost in the year ended December 31, 2024 increased by $1 million to $25 million, compared with $24 million in the year ended December 31, 2023, driven by an increase in lease obligations during the year and related interest thereon.
Foreign currency translation loss in the year ended December 31, 2024 decreased by $6 million to $nil, compared with $6 million in the year ended December 31, 2023, driven by foreign exchange rate fluctuations during the year, primarily related to the U.S. dollar.
Gains on derivative financial instruments in the year ended December 31, 2024 amounted to $5 million, compared with $2 million losses in the year ended December 31, 2023. The gains are related to the Group’s CCIRS and vPPA, which was entered into during July 2024.
$13 million net exceptional finance income for the year ended December 31, 2024 primarily relates to a gain on movements in the fair market values on the Earnout Shares, Private and Public Warrants. Exceptional net finance income
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for the year ended December 31, 2023, of $58 million primarily comprised of a gain on the Earnout Shares, Private and Public Warrants.
Income tax (charge)/credit
Income tax charge in the year ended December 31, 2024 was $13 million, compared with a tax credit of $21 million in the year ended December 31, 2023.
The increase in the income tax charge is primarily attributable to an increase in the profit before tax of $81 million (tax effect of $20 million at the standard rate of Luxembourg corporation tax), a decrease of $23 million in prior year adjustments credits, primarily relating to tax credits arising from a favorable Superior Court of Justice ruling in Brazil in the year ended December 31, 2023, and an increase of $3 million in income taxed at rates other than the standard rate of Luxembourg corporation tax. These increases were partially offset by a decrease of $11 million in tax losses for which no deferred tax was recognized and a decrease of $1 million in tax charge on income subject to state and other local income taxes.
The effective income tax rate on profit before exceptional items for the year ended December 31, 2024 was 28%, compared with a tax rate of 30% for the year ended December, 31 2023. The decrease in effective tax rate is primarily attributable to changes in profitability mix in the year ended December 31, 2024.
Loss for the year
As a result of the items described above, the loss for the year ended December 31, 2024, decreased by $47 million to $3 million, compared with a $50 million loss in the year ended December 31, 2023.
Supplemental Management’s Discussion and Analysis
Key Operating Measures
Adjusted EBITDA consists of profit/(loss) for the year before income tax (credit)/charge, net finance expense, depreciation and amortization and exceptional operating items. We use Adjusted EBITDA to evaluate and assess our segment performance. Adjusted EBITDA is presented because we believe that it is frequently used by securities analysts, investors and other interested parties in evaluating companies in the packaging industry. However, other companies may calculate Adjusted EBITDA in a manner different from ours. Adjusted EBITDA is not a measure of financial performance under IFRS Accounting Standards and should not be considered an alternative to profit/(loss) as indicators of operating performance or any other measures of performance derived in accordance with IFRS Accounting Standards.
For a reconciliation of the profit/(loss) for the year to Adjusted EBITDA see below:
Year ended December 31,
2025 2024 2023
$'m $'m $'m
Profit/(loss) for the year 11 (3) (50)
Income tax (credit)/charge (7) 13 (21)
Net finance expense 240 192 147
Depreciation and amortization 463 449 418
EBITDA 707 651 494
Exceptional operating items 32 21 106
Adjusted EBITDA 739 672 600
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Adjusted EBITDA in the year ended December 31, 2025, increased by $67 million, or 10%, to $739 million, compared with $672 million in the year ended December 31, 2024.
Adjusted EBITDA in the year ended December 31, 2024, increased by $72 million, or 12%, to $672 million, compared with $600 million in the year ended December 31, 2023.
Exceptional Items
The following table provides detail on exceptional items included in cost of sales, sales, general and administration expenses, finance expense/(income) and income tax (credit)/charge:
Year ended December 31,
2025 2024 2023
$'m $'m $'m
Start-up related and other costs 6 24 36
Impairment charge/(reversal) - property, plant and equipment 10 (4) 18
Restructuring (credit)/charge — (4) 38
Exceptional items – cost of sales 16 16 92
Transaction-related and other costs 16 5 14
Exceptional items - SG&A expenses 16 5 14
Exceptional finance expense/(income) 14 (13) (58)
Exceptional items – finance expense/(income) 14 (13) (58)
Exceptional income tax (credit)/charge (22) 8 (14)
Total exceptional items, net of tax 24 16 34
Exceptional items are those that in our management’s judgment need to be disclosed by virtue of their size, nature or incidence.
2025
A net charge of $24 million has been recognized as exceptional items for the year ended December 31, 2025, primarily comprising:
● $6 million start-up related and other costs in the Americas ($3 million) and in Europe ($3 million), principally relating to the Group’s investment programs.
● $10 million impairment of property, plant and equipment relating to early-stage capital expenditure for a proposed greenfield site development in Europe. The project was deferred during the year resulting in certain of the initial costs incurred no longer being recoverable.
● $16 million of transaction-related and other costs, comprised principally of real estate transfer tax and other costs in connection with the Recapitalization Transaction, together with professional advisory fees and other costs incurred in respect of the Group's transformation initiatives.
● $14 million net exceptional finance expenses includes premiums payable on and accelerated amortization of deferred debt issue costs and other expenses related to (i) the early redemption of the Group's $600 million 6.000% Senior Secured Green Notes due 2027; (ii) repayment of the Senior Secured Term Loan; and (iii) termination of the Group's CCIRS in December 2025, partly offset by a gain on the movements in fair value of the Earnout Shares and Private and Public Warrants.
● Tax credits of $22 million have been recognized in relation to exceptional items.
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2024
A net charge of $16 million has been recognized as exceptional items for the year ended December 31, 2024, primarily comprising:
● $24 million start-up related and other costs in the Americas ($15 million) and in Europe ($9 million), primarily relating to the Group’s investment programs.
● A $4 million credit relating to property, plant and equipment in Whitehouse, Ohio, which was disposed of or re-distributed for use elsewhere in the Americas operating network during the year resulting in a part-reversal of the impairment charge previously recognized in respect of the plant closure completed in February 2024.
● A $4 million credit primarily relating to restructuring costs provided for in the prior year for the closure of the Whitehouse facility has also been recognized, in respect of costs no longer expected to be incurred.
● $5 million transaction-related and other costs, primarily comprised of professional advisory fees and restructuring and other costs relating to transformation initiatives.
● $13 million exceptional finance income primarily relates to a gain on movements in the fair market values of the Earnout Shares, Private and Public Warrants.
● Tax charges of $8 million have been recognized in relation to exceptional items.
2023
A net charge of $34 million has been recognized as exceptional items for the year ended December 31, 2023, primarily comprising:
● $36 million start-up related and other costs in the Americas ($20 million) and in Europe ($16 million), primarily relating to the Group’s investment programs.
● $18 million relating to impairment of property, plant and equipment in Europe ($9 million) following the decision to close the remaining steel lines in the Weissenthurm production facility in Germany, completing the conversion to an aluminum only facility, and the Americas ($9 million) in respect of the closure of the Whitehouse, Ohio production facility which was completed in February 2024.
● $38 million restructuring costs in the Americas ($20 million) and Europe ($18 million), primarily related to the Whitehouse facility and Weissenthurm steel line closures.
● $14 million transaction-related and other costs, comprised of a $6 million legal settlement in respect of a contract manufacturing agreement arising from Ardagh Group’s acquisition of the beverage can business and $8 million of professional advisory fees and other costs primarily in relation to transformation initiatives.
● $58 million net exceptional finance income primarily relates to a gain on movements in the fair market values on the Earnout Shares, Private and Public Warrants.
● Tax credits of $14 million have been recognized in relation to exceptional items.
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Segment Information
Year Ended December 31, 2025 compared to Year Ended December 31, 2024
Year ended
December 31,
2025 2024
(in $ millions)
Revenue
Europe 2,307 2,161
Americas 3,190 2,747
Total Revenue 5,497 4,908
Adjusted EBITDA
Europe 272 257
Americas 467 415
Total Adjusted EBITDA 739 672
Revenue
Europe. Revenue increased by $146 million, or 7%, to $2,307 million for the year ended December 31, 2025, compared with $2,161 million in the year ended December 31, 2024. The increase in revenue, excluding favorable foreign currency translation effects of $74 million, was principally due to the pass through of higher input costs to customers and favorable volume/mix effects.
Americas. Revenue increased by $443 million, or 16%, to $3,190 million for the year ended December 31, 2025, compared with $2,747 million in the year ended December 31, 2024. The increase in revenue was primarily driven by the pass through of higher input costs to customers and favorable volume/mix effects.
See “—Business Drivers.”
Adjusted EBITDA
Europe. Adjusted EBITDA increased by $15 million, or 6%, to $272 million for the year ended December 31, 2025, compared with $257 million in the year ended December 31, 2024. The increase in Adjusted EBITDA was principally due to lower operations and overhead costs, and favorable volume/mix effects, partly offset by lower input cost recovery.
Americas. Adjusted EBITDA increased by $52 million, or 13%, to $467 million for the year ended December 31, 2025, compared with $415 million in the year ended December 31, 2024. The increase was primarily driven by favorable volume/mix effects, partly offset by higher operations and overhead costs and lower input cost recovery.
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Year Ended December 31, 2024 compared to Year Ended December 31, 2023
Year ended
December 31,
2024 2023
(in $ millions)
Revenue
Europe 2,161 2,030
Americas 2,747 2,782
Total Revenue 4,908 4,812
Adjusted EBITDA
Europe 257 211
Americas 415 389
Total Adjusted EBITDA 672 600
Revenue
Europe. Revenue increased by $131 million, or 6%, to $2,161 million for the year ended December 31, 2024, compared with $2,030 million in the year ended December 31, 2023. The increase in revenue, excluding favorable foreign currency translation effects of $40 million, was principally due to favorable volume/mix effects.
Americas. Revenue decreased by $35 million, or 1%, to $2,747 million for the year ended December 31, 2024, compared with $2,782 million in the year ended December 31, 2023. The decrease in revenue was primarily driven by the pass through of lower input costs to customers, partly offset by favorable volume/mix effects.
See “—Business Drivers.”
Adjusted EBITDA
Europe. Adjusted EBITDA increased by $46 million, or 22%, to $257 million for the year ended December 31, 2024, compared with $211 million in the year ended December 31, 2023. The increase in Adjusted EBITDA was principally due to favorable volume/mix effects and higher input cost recovery, partly offset by higher operations and overhead costs.
Americas. Adjusted EBITDA increased by $26 million, or 7%, to $415 million for the year ended December 31, 2024, compared with $389 million in the year ended December 31, 2023. The increase was primarily driven by lower operations and overhead costs and favorable volume/mix effects.
B.Liquidity and Capital Resources
Cash Requirements Related to Operations
Our principal sources of cash are cash generated from operations and external financings, including borrowings and other credit facilities. Our principal funding arrangements include borrowings available under our Global Asset Based Loan Facility. These and other sources of external financing are described further in the following table. Our principal indentures are also filed as exhibits to this Annual Report.
On December 1, 2025, the Group issued €570 million 5.000% Senior Secured Green Notes due 2031 and $620 million 6.250% Senior Secured Green Notes due 2031. Net proceeds from the issue of these notes were used to (i) redeem the Group’s 6.000% Senior Secured Green Notes due 2027, (ii) repay the Senior Secured Term Loan, (iii) pay the applicable redemption premiums and accrued interest in accordance with their terms, (iv) redeem the Preferred Shares (see
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note 18 to our audited consolidated financial statements), and (v) terminate the Group’s CCIRS scheduled to mature in June 2026.
The Bradesco Facility expired on September 30, 2025, in accordance with the contractual terms having remained undrawn at that date and on November 12, 2025, an amended Bradesco Facility (the “Amended Bradesco Facility”) took effect maturing on October 30, 2026. The Amended Bradesco Facility contains similar terms as the Bradesco Facility in respect of the security to be provided in the event the facility is drawn.
Our sales and cash flows are subject to seasonal fluctuations. Demand for our metal beverage products is typically, based on historical trends, strongest during the summer months and in the period prior to December because of the seasonal nature of beverage consumption. The investment in working capital for metal beverage packaging typically peaks in the first and fourth quarters. We manage the seasonality of our working capital by supplementing operating cash flows with drawings under our credit facilities, as necessary.
The following table outlines our principal financing arrangements at December 31, 2025:
Maximum Final
amount maturity Facility Available
Facility Currency drawable date type Amount drawn liquidity
Local Local
currency currency $'m $'m
m m
2.000% Senior Secured Green Notes EUR 450 01-Sep-28 Bullet 450 529 –
3.250% Senior Secured Green Notes USD 600 01-Sep-28 Bullet 600 600 –
5.000% Senior Secured Green Notes EUR 570 30-Jan-31 Bullet 570 670 –
6.250% Senior Secured Green Notes USD 620 30-Jan-31 Bullet 620 620 –
3.000% Senior Green Notes EUR 500 01-Sep-29 Bullet 500 587 –
4.000% Senior Green Notes USD 1,050 01-Sep-29 Bullet 1,050 1,050 –
Global Asset Based Loan Facility USD 351 30-Apr-27 Revolving – – 351
Bradesco Facility BRL 500 30-Oct-26 Bullet – – 91
Lease obligations Various – Various Amortizing – 368 –
Other borrowings Various – Various Amortizing – 27 –
Total borrowings 4,451 442
Deferred debt issue costs (32) –
Net borrowings 4,419 442
Cash, cash equivalents and restricted cash (522) 522
Derivative financial instruments used to hedge foreign currency and interest rate risk 3 –
Net debt / available liquidity 3,900 964
A number of the Group’s borrowing agreements contain certain covenants that restrict the Group’s flexibility in areas such as incurrence of additional indebtedness (primarily maximum secured borrowings to Adjusted EBITDA and a minimum Adjusted EBITDA to interest expense), payment of dividends and incurrence of liens. The Global Asset Based Loan Facility is subject to a fixed charge coverage ratio covenant if 90% or more of the facility is drawn. The facility also includes cash dominion, representations, warranties, events of default and other covenants that are of a nature customary for such facilities.
The decrease in lease obligations from $374 million at December 31, 2024 to $368 million at December 31, 2025, primarily reflects $111 million of principal repayments and $2 million of lease disposals, partly offset by $97 million of new lease liabilities and $10 million of foreign currency movements during the year ended December 31, 2025.
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At December 31, 2025 the Group had no cash drawings on the Global Asset Based Loan facility, with $351 million of the total facility of $415 million available due to amounts allocated for working capital collateralization.
The following table outlines the minimum repayments we are obliged to make in the twelve months ending December 31, 2026, assuming that the other credit lines will be renewed or replaced with similar facilities as they mature.
Minimum net
repayment for
the twelve
Final months ending
Local Maturity Facility December 31,
Facility Currency Currency Date Type 2026
(in millions) (in $ millions)
Lease obligations Various — Various Amortizing 109
Other borrowings Various — Various Amortizing 9
118
For the year ended December 31, 2025, we reported operating profit of $244 million, cash generated from operations of $718 million and generated Adjusted EBITDA of $739 million.
We generate substantial cash flow from our operations and had $522 million in cash, cash equivalents and restricted cash at December 31, 2025, as well as available but undrawn liquidity of $442 million under our credit facilities. We believe that our cash balances and future cash flow from operating activities, as well as our credit facilities, will provide sufficient liquidity to fund our maintenance capital expenditure, interest payments on our notes and other credit facilities and dividends for at least the next 12 months. In addition, we believe that we will be able to fund certain additional investments through a combination of cash flow generated from operations and, where appropriate, to raise additional financing.
Accordingly, we believe that our long-term liquidity needs primarily relate to the service of our debt obligations. We expect to satisfy our future long-term liquidity needs through a combination of cash flow generated from operations and, where appropriate, to raise additional financing and to refinance our debt obligations in advance of their respective maturity dates.
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Off Balance Sheet Arrangements
Receivables Factoring and Related Programs
We participate in several uncommitted accounts receivable factoring and related programs with various financial institutions for certain receivables. Such programs are accounted for as true sales of receivables, as they are either without recourse to us or transfer substantially all the risk and rewards to the financial institutions. Receivables of $579 million were sold under these programs at December 31, 2025 (December 31, 2024: $620 million).
Trade Payables Processing
Certain of the Group’s suppliers have access to independent third-party payable processors. The processors allow suppliers, if they choose, to sell their receivables to financial institutions at the sole discretion of both the supplier and the financial institution. The Group does not direct or have any involvement in the sale of these receivables and availing of these arrangements is at the discretion of the supplier. As the original liability to our suppliers remains, including amounts due and scheduled payment dates, and is neither legally extinguished nor substantially modified, the Group continues to present such obligations within trade payables and includes payments to the processors within cash from operations.
Included within trade and other payables at December 31, 2025 is an amount of $84 million (December 31, 2024: $111 million) where suppliers have received payments from the processors. These payments are considered non-cash transactions for the Group and there were no significant changes in the carrying amount of trade payables subject to trade payables processing.
Contractual Obligations and Commitments
The following table outlines our principal contractual obligations at December 31, 2025:
Less than More than
Total one year 1 – 3 years 3 – 5 years five years
(in $ millions)
Long-term debt—capital repayment 4,056 — 1,129 1,637 1,290
Long-term debt—interest * 666 162 314 184 6
Lease obligations and other borrowings 468 141 166 97 64
Purchase obligations 1,539 1,539 — — —
Derivatives 37 17 16 — 4
Contracted capital commitments 53 53 — — —
Total 6,819 1,912 1,625 1,918 1,364
* Long-term debt interest is calculated based on the contractual interest rates for the Senior facilities.
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Cash Flows
The following table sets forth certain information reflecting a summary of our cash flow activity for the three years ended December 31, 2025 set forth below:
Year ended December 31,
2025 2024 2023
(in $ millions)
Operating profit 244 202 76
Depreciation and amortization 463 449 418
Exceptional operating items 32 21 106
Movement in working capital(1) (2) 40 270
Exceptional costs paid, including restructuring (19) (53) (56)
Cash generated from operations 718 659 814
Net interest paid (202) (189) (174)
Settlement of foreign currency derivative financial instruments (41) 8 (10)
Income tax paid (26) (28) (14)
Net cash from operating activities 449 450 616
Capital expenditure(2) (184) (179) (378)
Net cash used in investing activities (184) (179) (378)
Proceeds from borrowings 1,309 517 79
Repayment of borrowings (957) (229) (83)
Redemption of preferred shares (289) — —
Lease payments (111) (97) (78)
Dividends paid (262) (264) (263)
Deferred debt issue costs paid (17) (8) (3)
Consideration paid on termination of derivative financial instruments (35) — —
Exceptional early redemption premium paid (12) — —
Net outflow from financing activities (374) (81) (348)
Net (decrease)/increase in cash, cash equivalents and restricted cash (109) 190 (110)
Exchange gains/(losses) on cash, cash equivalents and restricted cash 21 (23) (2)
Net (decrease)/increase in cash, cash equivalents and restricted cash after exchange gains/(losses) (88) 167 (112)
(1) Working capital is made up of inventories, trade and other receivables, contract assets, trade and other payables contract liabilities and current provisions. Other companies may calculate working capital in a manner different than ours.
(2) Capital expenditure is the sum of purchase of property, plant and equipment and software and other intangibles, net of proceeds from disposal of property, plant and equipment.
Net cash from operating activities
Net cash from operating activities decreased by $1 million from $450 million in the year ended December 31, 2024, to $449 million in the year ended December 31, 2025. The decrease was mainly due to a decrease in settlement of derivative financial instruments inflows of $49 million, a decrease in working capital inflows of $42 million, an increase in interest paid of $13 million, partly offset by a $42 million increase in operating profit, a decrease in exceptional costs paid, including restructuring of $34 million, an increase in depreciation and amortization of $14 million, an increase in exceptional operating items of $11 million and a decrease in income tax paid of $2 million.
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Net cash from operating activities decreased by $166 million from $616 million in the year ended December 31, 2023, to $450 million in the year ended December 31, 2024. The decrease was mainly due to a decrease in working capital inflows of $230 million, a decrease in exceptional operating items of $85 million, partly offset by a $126 million increase in operating profit, an increase in depreciation and amortization of $31 million and a decrease in exceptional costs paid, including restructuring of $3 million. Net cash from operating activities was further impacted by net interest paid of $189 million, income tax paid of $28 million and inflows from settlement of foreign currency derivative financial instruments of $8 million.
Net cash used in investing activities
Net cash used in investing activities increased by $5 million to $184 million in the year ended December 31, 2025, compared with the same period in 2024, mainly driven by higher spend on maintenance capital expenditure. Capital expenditure for the year ended December 31, 2025 includes $63 million on our growth investment projects.
Net cash used in investing activities decreased by $199 million to $179 million in the year ended December 31, 2024, compared with the same period in 2023 mainly driven by reduced spend on the Group’s growth investment program as it nears completion. Capital expenditure for the year ended December 31, 2024 includes $68 million on our growth investment projects.
Net outflow from financing activities
For the year ended December 31, 2025 net cash from financing activities represented an outflow of $374 million compared with an outflow $81 million in the same period in 2024.
2025
Proceeds from borrowings of $1,309 million primarily reflects the issuances of the €570 million 5.000% Senior Secured Green Notes due 2031 and $620 million 6.250% Senior Secured Green Notes due 2031 and drawdown on the Group’s Global Asset Based Loan Facility of $25 million during the year ended December 31, 2025.
Repayment of borrowings of $957 million primarily reflects the redemption of the $600 million 6.000% Senior Secured Green Notes due 2027 and repayment of the Senior Secured Term Loan and repayment of drawings on the Global Asset Based Loan Facility and other borrowings during the year ended December 31, 2025.
Redemption of Preferred Shares of $289 million reflects the Group’s redemption of its 56,306,306 non-convertible, non-voting 9% cumulative Preferred Shares with a nominal value of €4.44 each in December 2025.
Lease payments of $111 million, for the year ended December 31, 2025, increased by $14 million compared to $97 million in the prior year, primarily reflecting increased principal repayments on the Group’s lease obligations.
For the year ended December 31, 2025 we paid dividends to shareholders of $262 million. On February 25, 2025, the Board approved an interim dividend of $0.10 per Ordinary Share. The interim dividend of $60 million was paid on March 27, 2025 to shareholders of record on March 13, 2025. On February 25, 2025, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on March 27, 2025. On April 22, 2025, the Board approved an interim dividend of $0.10 per Ordinary Share. The interim dividend of $60 million was paid on May 15, 2025 to shareholders of record on May 5, 2025. On April 22, 2025, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on May 15, 2025. On July 22, 2025, the Board approved an interim dividend of $0.10 per Ordinary Share. The interim dividend of $60 million was paid on August 19, 2025 to shareholders of record on August 7, 2025. On July 22, 2025, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim
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dividend of €6 million ($6 million) was paid on August 19, 2025. On October 21, 2025, the Board approved an interim dividend of $0.10 per Ordinary Share. The interim dividend of $60 million was paid on November 13, 2025 to shareholders of record on November 3, 2025. On October 21, 2025, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares to be paid on November 13, 2025. The net pro-rata dividend up to the redemption date of the Preferred Shares, amounted to €4 million ($4 million).
Deferred debt issue costs paid of $17 million primarily relate to the issuances of the €570 million 5.000% Senior Secured Green Notes due 2031 and $620 million 6.250% Senior Secured Green Notes due 2031 in December 2025.
Consideration paid on the termination of derivative financial instruments of $35 million relates to the costs associated with the early termination of the Group’s CCIRS in December 2025.
Exceptional early redemption premium paid of $12 million relates to premium payable on the early redemption of the Group’s 6.000% Senior Secured Green Notes due 2027 and repayment of the Senior Secured Term Loan in December 2025.
2024
Proceeds from borrowings of $517 million primarily reflects the drawdown of the Group’s Senior Secured Term Loan and Global Asset Based Loan Facility during the year ended December 31, 2024.
Repayment of borrowings of $229 million primarily reflects the repayment of the Group’s Global Asset Based Loan Facility and other borrowings during the year ended December 31, 2024.
Lease payments of $97 million, for the year ended December 31, 2024, increased by $19 million compared to $78 million in the prior year, primarily reflecting increased principal repayments on the Group’s lease obligations.
For the year ended December 31, 2024, we paid dividends to shareholders of $264 million. On February 20, 2024, the Board approved an interim dividend of $0.10 per Ordinary Share. The interim dividend of $60 million was paid on March 27, 2024 to shareholders of record on March 13, 2024. On February 20, 2024, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on March 27, 2024. On April 23, 2024, the Board approved an interim dividend of $0.10 per Ordinary Share. The interim dividend of $60 million was paid on June 26, 2024 to shareholders of record on June 12, 2024. On April 23, 2024, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on June 26, 2024. On July 23, 2024, the Board approved an interim dividend of $0.10 per Ordinary Share. The interim dividend of $60 million was paid on September 26, 2024 to shareholders of record on September 12, 2024. On July 23, 2024, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on September 26, 2024. On October 22, 2024, the Board approved an interim dividend of $0.10 per Ordinary Share. The interim dividend of $60 million was paid on December 19, 2024 to shareholders of record on December 5, 2024. On October 22, 2024, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on December 19, 2024.
Working capital
For the year ended December 31, 2025, the movement in working capital decreased by $42 million to an outflow of $2 million from an inflow of $40 million in the year ended December 31, 2024. The decrease in working capital inflow was primarily due to unfavorable cash flows generated from inventory and trade and other receivables, partly offset by favorable cash flows generated from trade and other payables.
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For the year ended December 31, 2024, the movement in working capital decreased by $230 million to an inflow of $40 million, compared to an inflow of $270 million in the year ended December 31, 2023. The decrease in working capital inflows was primarily due to unfavorable cash flows generated from trade and other receivables, trade and other payables and inventory.
Exceptional costs paid, including restructuring
Exceptional costs paid, including restructuring in the year ended December 31, 2025 decreased by $34 million to $19 million compared with $53 million in the year ended December 31, 2024. For the year ended December 31, 2025, amounts paid of $19 million primarily comprised $13 million of transaction-related, restructuring and other costs and $6 million of start-up costs, mainly relating to the Group's growth investment program.
Exceptional costs paid, including restructuring in the year ended December 31, 2024 decreased by $3 million to $53 million compared with $56 million in the year ended December 31, 2023. For the year ended December 31, 2024, amounts paid of $53 million primarily comprised $25 million of start-up costs, mainly relating to the Group's growth investment program, $22 million of restructuring costs primarily related to footprint reorganization, and $6 million of transaction-related and other costs.
Income tax paid
Income tax paid during the year ended December 31, 2025 was $26 million, which represents a decrease of $2 million when compared to the year ended December 31, 2024. The decrease of $2 million is primarily attributable to the timing of tax payments and refunds received in certain jurisdictions.
Income tax paid during the year ended December 31, 2024 was $28 million, which represents an increase of $14 million when compared to the year ended December 31, 2023. The increase is primarily attributable to refunds received in certain jurisdictions in the year ended December 31, 2023.
Capital expenditure
Year ended
December 31,
2025 2024 2023
(in $ millions)
Europe 96 76 155
Americas 88 103 223
Net capital expenditure 184 179 378
Capital expenditure for the year ended December 31, 2025, increased by $5 million to $184 million, compared to $179 million for the year ended December 31, 2024. The increase was mainly driven by increased maintenance capital spend, partly offset by reduced spend on the Group’s growth investment program as it nears completion. Capital expenditure for the year ended December 31, 2025 includes $63 million related to our growth investment program.
In Europe, capital expenditure for the year ended December 31, 2025, was $96 million, compared to capital expenditure of $76 million for the year ended December 31, 2024 with the increase attributable to higher spend on the Group's growth investment program and higher maintenance capital expenditure. In the Americas, capital expenditure in the year ended December 31, 2025, was $88 million compared to capital expenditure of $103 million for the year ended December 31, 2024, with the decrease primarily attributable to reduced spend on the Group’s growth investment program, partly offset by higher maintenance capital expenditure.
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Capital expenditure for the year ended December 31, 2024, decreased by $199 million to $179 million, compared to $378 million for the year ended December 31, 2023. The decrease was mainly driven by reduced spend on the Group’s growth investment program as it nears completion. Capital expenditure for the year ended December 31, 2024 includes $68 million related to our growth investment program.
In Europe, capital expenditure for the year ended December 31, 2024, was $76 million, compared to capital expenditure of $155 million for the year ended December 31, 2023 with the decrease primarily attributable to reduced spend on the Group's growth investment program. In the Americas, capital expenditure in the year ended December 31, 2024, was $103 million compared to capital expenditure of $223 million for the year ended December 31, 2023, with the decrease primarily attributable to reduced spend on the Group’s growth investment program.
C.Research and development, patents and licenses
See “Item 4. Information on the Company—B. Business Overview—Innovation, Research and Development.”
D.Trend information
Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2025 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the reported financial information in this Annual Report to be not necessarily indicative of future operating results or financial conditions.
E.Critical Accounting Estimates
See “Note 3. Summary of material accounting policies — Critical accounting estimates, assumptions and judgments” to the audited consolidated financial statements included elsewhere in this Annual Report.