Interim report
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Ardagh Group S.A. Interim Report For the three and six months ended June 30, 2025
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Ardagh Group S.A. 1 INDEX TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS Ardagh Group S.A. Unaudited Consolidated Interim Financial Statements Selected Financial Information 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2025 3 Consolidated Interim Income Statement for the three months ended June 30, 2025 and 2024 12 Consolidated Interim Income Statement for the six months ended June 30, 2025 and 2024 13 Consolidated Interim Statement of Comprehensive Income for the three and six months ended June 30, 2025 and 2024 14 Consolidated Interim Statement of Financial Position at June 30, 2025 and December 31, 2024 15 Consolidated Interim Statement of Changes in Equity for the six months ended June 30, 2025 and 2024 16 Consolidated Interim Statement of Cash Flows for the three and six months ended June 30, 2025 and 2024 17 Notes to the Unaudited Consolidated Interim Financial Statements 18 Cautionary Statement Regarding Forward-Looking Statements 39 As used herein, “AGSA” or the “Company” refers to Ardagh Group S.A., and “we”, “our”, “us”, “Ardagh” and the “Group” refer to AGSA and its consolidated subsidiaries, unless the context requires otherwise.
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Ardagh Group S.A. 2 SELECTED FINANCIAL INFORMATION The summary historical financial data set forth below should be read in conjunction with, and is qualified in its entirety by, reference to the unaudited consolidated interim financial statements for the three and six months ended June 30, 2025 (the “Unaudited Consolidated Interim Financial Statements”) including the related notes thereto. As used in this section, the “Group” refers to Ardagh Group S.A. and its subsidiaries. Some of the measures used in this 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/(loss) or profit/(loss) for the period as indicators of our operating performance or any other measures of performance derived in accordance with IFRS Accounting Standards. The following table sets forth summary unaudited consolidated financial information for the Group. Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Income Statement Data (in $ millions except percentages) (in $ millions except percentages) Revenue 2,482 2,350 4,711 4,521 Adjusted EBITDA (1) 388 383 678 637 Depreciation and amortization (228) (221) (444) (443) Exceptional operating items (3) (29) (188) (104) (203) Net finance expense (4) (149) (151) (312) (289) Share of post-tax (loss)/profit in equity accounted joint venture (5) (7) 2 (10) (22) Loss before tax (25) (175) (192) (320) Income tax charge (21) (30) (17) (21) Loss for the period (46) (205) (209) (341) Other Data Adjusted EBITDA margin (1) 15.6% 16.3% 14.4% 14.1% Net finance expense before exceptional items (6) 166 150 330 289 Maintenance capital expenditure (7) 90 96 179 192 Growth investment capital expenditure (7) 15 23 30 76 As at As at Balance Sheet Data June 30, 2025 December 31, 2024 (in $ millions except ratios) Cash, cash equivalents and restricted cash (8) 527 1,079 Working capital* (9) 833 335 Total assets 11,043 10,722 Total equity (3,404) (2,967) Net borrowings (10) 10,989 10,488 Net debt (11) 10,575 9,440 Group ratio of net debt to LTM Adjusted EBITDA (1,11,12) 8.0x 7.4x Supplemental Information ARGID Restricted Group leverage ratio (2,11,13) 8.4x 7.6x *The prior year comparative has been adjusted to conform to the current year presentation. Footnotes are listed on pages 10 and 11 of this document.
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Ardagh Group S.A. 3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Business Drivers The main factors affecting our results of operations for Ardagh Metal Packaging and Ardagh Glass Packaging are: (i) global economic trends, end-consumer demand for our products and production capacity of our manufacturing facilities; (ii) prices of energy and raw materials used in our business, primarily aluminum, cullet, soda ash, sand 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 or through levying surcharges in respect of shorter-term cost increases; (iii) movements in operating costs, as well as our efforts to limit or offset increases; (iv) acquisitions; (v) foreign exchange rate fluctuations and currency translation risks arising from various currency exposures, primarily with respect to the euro, U.S. dollar, British pound, Swedish krona, Polish zloty, Danish krone, South African rand and Brazilian real, including the impact of new, expanded or retaliatory tariffs or new trade agreements on (i) to (v) above. Ardagh Metal Packaging Ardagh Metal Packaging S.A. (“AMPSA”) generates its revenue from supplying metal can packaging to the beverage end-use category. Revenue is primarily dependent on sales volumes and sales prices. Sales volumes are influenced by a number of factors, including factors driving customer demand, seasonality and the capacity of our metal packaging production facilities. Demand for our metal cans may be influenced by trends in the consumption of beverages, industry trends in packaging, including customer marketing and pricing conditions, and the impact of environmental regulations and shifts in consumer sentiment towards a greater awareness of sustainability. The demand for our 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 the holidays in December. Accordingly, we generally build inventories in the first and fourth quarters, in anticipation of seasonal demands in our metal packaging business. AMPSA’s Adjusted EBITDA is based on revenue derived from selling our metal cans and is affected by a number of factors, including cost of sales, and sales, marketing and administrative expenses. The elements of AMPSA’s 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 production facility-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. AMPSA’s variable costs have typically constituted approximately 75% and fixed costs approximately 25% of the total cost of sales for its business. Ardagh Glass Packaging Ardagh Glass Packaging generates its revenue principally from selling glass containers. Ardagh Glass Packaging’s revenue is primarily dependent on sales volumes and sales prices. Ardagh Glass Packaging includes our glass engineering business, Heye International. Sales volumes are affected by a number of factors, including factors impacting customer demand, seasonality and the capacity of Ardagh Glass Packaging’s production facilities. Demand for glass containers may be influenced by trends in the consumption of beverages, fruit and vegetable harvests, industry trends in packaging, including marketing decisions, and the impact of environmental and health regulations and pronouncements, as well as changes in consumer sentiment including social media influences and a greater awareness of sustainability issues. Beverage and food end market sales within our glass packaging business are seasonal in nature, with strongest demand for beverage sales during the summer and during periods of warm weather, as well as the period leading up to the holidays in December. Accordingly, Ardagh Glass Packaging’s shipment volumes of glass containers is typically lower in the first quarter. Ardagh Glass Packaging builds inventory in the first quarter in anticipation of these seasonal demands. In addition, Ardagh Glass Packaging generally schedules shutdowns of its production facilities for furnace rebuilding and repairs of machinery in the first quarter (for Europe and North America) and in the second quarter (for Africa). These
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Ardagh Group S.A. 4 shutdowns and seasonal sales patterns adversely affect profitability in Ardagh Glass Packaging’s glass manufacturing operations during the first quarter of the year. The timing and extent of production facility shutdowns may also affect the comparability of results from period to period. Ardagh Glass Packaging’s working capital requirements are typically greatest at the end of the first quarter of the year. Ardagh Glass Packaging’s Adjusted EBITDA is based on revenue derived from selling glass containers and glass engineering products and services and is affected by a number of factors, primarily cost of sales. The elements of Ardagh Glass Packaging’s cost of sales for its glass container manufacturing business include (i) variable costs, such as natural gas and electricity, raw materials (including the cost of cullet), packaging materials, decoration and freight and other distribution costs, and (ii) fixed costs, such as labor and other production facility-related costs including depreciation and maintenance. In addition, sales, marketing and administrative costs also impact Adjusted EBITDA. Ardagh Glass Packaging’s variable costs have typically constituted approximately 50% and fixed costs approximately 50% of the total cost of sales for our glass container manufacturing business. While management continues to closely monitor the evolving environment and the potential impact on the Group of recent changes to tariffs, it currently believes that any impact on the results of the Group’s operations is likely to be limited. Supplemental Management’s Discussion and Analysis Key operating measures Adjusted EBITDA consists of profit/(loss) for the period before income tax charge/(credit), net finance expense, depreciation and amortization, exceptional operating items and share of profit or loss in equity accounted joint venture. 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 period to Adjusted EBITDA see Note 4 – Segment analysis to the Unaudited Consolidated Interim Financial Statements. Financial Performance Review Group Adjusted EBITDA of $388 million in the three months ended June 30, 2025 increased by $5 million or 1%, compared with $383 million in the three months ended June 30, 2024. Excluding favorable foreign currency translation effects of $9 million, Adjusted EBITDA in the three months ended June 30, 2025 decreased by $4 million, or 1%, compared with the same period last year. Group Adjusted EBITDA in the six months ended June 30, 2025 increased by $41 million, or 6%, to $678 million, compared with $637 million in the six months ended June 30, 2024. Excluding favorable foreign currency translation effects of $6 million, Adjusted EBITDA in the six months ended June 30, 2025 increased by $35 million, or 5%, compared with the same period last year.
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Ardagh Group S.A. 5 Three months ended June 30, 2025 compared with three months ended June 30, 2024 Segment results for the three months ended June 30, 2025 and 2024 are: Revenue Ardagh Metal Packaging Europe Ardagh Metal Packaging Americas Ardagh Glass Packaging Europe & Africa Ardagh Glass Packaging North America Group $'m $'m $'m $'m $'m Revenue 2024 566 693 696 395 2,350 Movement 26 147 (80) (6) 87 FX translation 23 — 22 — 45 Revenue 2025 615 840 638 389 2,482 Adjusted EBITDA Ardagh Metal Packaging Europe Ardagh Metal Packaging Americas Ardagh Glass Packaging Europe & Africa Ardagh Glass Packaging North America Group $'m $'m $'m $'m $'m Adjusted EBITDA 2024 79 99 160 45 383 Movement (5) 34 (39) 6 (4) FX translation 3 — 6 — 9 Adjusted EBITDA 2025 77 133 127 51 388 2025 margin % 12.5% 15.8% 19.9% 13.1% 15.6% 2024 margin % 14.0% 14.3% 23.0% 11.4% 16.3% Revenue Ardagh Metal Packaging Europe. Revenue increased by $49 million, or 9%, to $615 million in the three months ended June 30, 2025, compared with $566 million in the three months ended June 30, 2024. The increase in revenue was principally due to favorable foreign currency translation effects of $23 million, positive volume/mix effects and the pass through of higher input costs to customers. Ardagh Metal Packaging Americas. Revenue increased by $147 million, or 21%, to $840 million in the three months ended June 30, 2025, compared with $693 million in the three months ended June 30, 2024. The increase in revenue principally reflected favorable volume/mix effects and the pass through of higher input costs to customers. Ardagh Glass Packaging Europe & Africa. Revenue decreased by $58 million, or 8%, to $638 million in the three months ended June 30, 2025, compared with $696 million in the same period last year. Excluding favorable foreign currency translation effects of $22 million, revenue decreased by $80 million compared with the same period last year, principally due to lower volume/mix and the pass through of lower input costs to customers. Ardagh Glass Packaging North America. Revenue decreased by $6 million, or 2%, to $389 million in the three months ended June 30, 2025, compared with $395 million in the same period last year. The decrease principally reflected unfavorable volume/mix effects related to the Group’s footprint adjustment activity, partly offset by the pass through of higher input costs to customers.
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Ardagh Group S.A. 6 Adjusted EBITDA Ardagh Metal Packaging Europe. Adjusted EBITDA decreased by $2 million, or 3%, to $77 million in the three months ended June 30, 2025, compared with $79 million in the three months ended June 30, 2024. The decrease in Adjusted EBITDA was principally due to lower input cost recovery, partly offset by lower operational and overhead costs effects and favorarable foreign currency translation effects. Ardagh Metal Packaging Americas. Adjusted EBITDA increased by $34 million, or 34%, to $133 million in the three months ended June 30, 2025, compared with $99 million in the three months ended June 30, 2024. The increase was primarily driven by favorable volume/mix effects and lower operational and overhead costs, partly offset by lower input cost recovery. Ardagh Glass Packaging Europe & Africa. Adjusted EBITDA decreased by $33 million, or 21%, to $127 million in the three months ended June 30, 2025, compared with $160 million in the same period last year. Excluding favorable foreign currency translation effects of $6 million, Adjusted EBITDA decreased by $39 million compared with the same period last year, principally due to lower volume/mix effects, higher operating costs and lower input cost recovery. Ardagh Glass Packaging North America. Adjusted EBITDA increased by $6 million or 13%, to $51 million in the three months ended June 30, 2025, compared with $45 million in the same period last year, principally driven by a favorable volume/mix effect and lower operating and overhead costs. Six months ended June 30, 2025 compared with six months ended June 30, 2024 Segment results for the six months ended June 30, 2025 and 2024 are: Revenue Ardagh Metal Packaging Europe Ardagh Metal Packaging Americas Ardagh Glass Packaging Europe & Africa Ardagh Glass Packaging North America Group $'m $'m $'m $'m $'m Revenue 2024 1,047 1,353 1,340 781 4,521 Movement 90 227 (100) (36) 181 FX translation 6 — 3 — 9 Revenue 2025 1,143 1,580 1,243 745 4,711 Adjusted EBITDA Ardagh Metal Packaging Europe Ardagh Metal Packaging Americas Ardagh Glass Packaging Europe & Africa Ardagh Glass Packaging North America Group $'m $'m $'m $'m $'m Adjusted EBITDA 2024 122 190 229 96 637 Movement 3 49 (17) — 35 FX translation 1 — 5 — 6 Adjusted EBITDA 2025 126 239 217 96 678 2025 margin % 11.0% 15.1% 17.5% 12.9% 14.4% 2024 margin % 11.7% 14.0% 17.1% 12.3% 14.1%
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Ardagh Group S.A. 7 Revenue Ardagh Metal Packaging Europe. Revenue increased by $96 million, or 9%, to $1,143 million in the six months ended June 30, 2025, compared with $1,047 million in the six months ended June 30, 2024. The increase in revenue was principally due to favorable volume/mix effects, the pass through of higher input costs to customers and favorable foreign currency translation effects of $6 million. Ardagh Metal Packaging Americas. Revenue increased by $227 million, or 17%, to $1,580 million in the six months ended June 30, 2025, compared with $1,353 million in the six months ended June 30, 2024. The increase in revenue principally reflected favorable volume/mix effects and the pass through of higher input costs to customers. Ardagh Glass Packaging Europe & Africa. Revenue decreased by $97 million, or 7%, to $1,243 million in the six months ended June 30, 2025, compared with $1,340 million in the same period last year. Excluding favorable foreign currency translation effects of $3 million, revenue decreased by $100 million compared with the same period last year, principally due to lower volume/mix effects and the pass through of lower input costs to customers. Ardagh Glass Packaging North America. Revenue decreased by $36 million, or 5%, to $745 million in the six months ended June 30, 2025, compared with $781 million in the same period last year. The decrease principally reflected lower volume/mix effects related to the Group’s footprint adjustment activity, partly offset by the pass through of higher input costs to customers. Adjusted EBITDA Ardagh Metal Packaging Europe. Adjusted EBITDA increased by $4 million, or 3%, to $126 million in the six months ended June 30, 2025, compared with $122 million in the six months ended June 30, 2024. The increase in Adjusted EBITDA was principally due to lower operational and overhead costs and favourable volume/mix effects partly offset by lower input cost recovery. Ardagh Metal Packaging Americas. Adjusted EBITDA increased by $49 million, or 26%, to $239 million in the six months ended June 30, 2025, compared with $190 million in the six months ended June 30, 2024. The increase was primarily driven by favorable volume/mix effects and lower operational and overhead costs, partly offset by lower input cost recovery. Ardagh Glass Packaging Europe & Africa. Adjusted EBITDA decreased by $12 million, or 5%, to $217 million in the six months ended June 30, 2025, compared with $229 million in the same period last year. Excluding favorable foreign currency translation effects of $5 million, Adjusted EBITDA decreased by $17 million compared with the same period last year, principally due to unfavorable volume/mix effects, and higher operating costs including lower fixed cost absorption, partly offset by lower input costs. Ardagh Glass Packaging North America. Adjusted EBITDA for the six months ended June 30, 2025 of $96 million is in line with the same period last year, principally reflecting lower volumes, offset by more favourable mix and net of higher operating costs.
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Ardagh Group S.A. 8 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 financing arrangements include borrowings available under the Group’s Global Asset Based Loan Facilities. The following table outlines our principal financing arrangements as of June 30, 2025: Maximum Final amount maturity Facility Undrawn Facility Currency drawable date type Amount drawn amount Local Currency ARGID Group* Unrestricted Group ** Total Group m $'m $'m $'m $'m 4.125% Senior Secured Notes USD 1,215 15-Aug-26 Bullet 1,215 – 1,215 – 2.125% Senior Secured Notes EUR 439 15-Aug-26 Bullet 515 – 515 – 2.125% Senior Secured Notes EUR 790 15-Aug-26 Bullet 926 – 926 – Senior Secured Term Loan - AIHS unrestricted subsidiary EUR 790 13-Jun-29 Bullet 926 – 926 – 4.750% Senior Notes GBP 400 15-Jul-27 Bullet 548 – 548 – 5.250% Senior Notes USD 800 15-Aug-27 Bullet 800 – 800 – 5.250% Senior Notes USD 1,000 15-Aug-27 Bullet 1,000 – 1,000 – South African Senior Facilities ZAR 8,500 01-Mar-28 Bullet 455 – 455 22 Global Asset Based Loan Facility - ARGID Group USD 254 30-Mar-27 Revolving 191 – 191 63 Lease obligations Various – Various Amortizing 345 370 715 – Other borrowings/credit lines Various – Rolling Amortizing 42 36 78 45 6.000% Senior Secured Green Notes USD 600 15-Jun-27 Bullet – 600 600 – 2.000% Senior Secured Green Notes EUR 450 01-Sep-28 Bullet – 527 527 – 3.250% Senior Secured Green Notes USD 600 01-Sep-28 Bullet – 600 600 – 3.000% Senior Green Notes EUR 500 01-Sep-29 Bullet – 586 586 – 4.000% Senior Green Notes USD 1,050 01-Sep-29 Bullet – 1,050 1,050 – Senior Secured Term Loan EUR 269 24-Sep-29 Bullet – 316 316 – Global Asset Based Loan Facility - Unrestricted Group USD 333 06-Aug-26 Revolving – – – 333 Bradesco Facility BRL 500 30-Sep-28 Bullet – – – 91 Total borrowings / undrawn facilities 6,963 4,085 11,048 554 Deferred debt issue costs and bond discounts (35) (24) (59) – Net borrowings / undrawn facilities 6,928 4,061 10,989 554 Cash, cash equivalents and restricted cash (271) (256) (527) 527 Derivative financial instruments used to hedge foreign currency and interest rate risk 67 46 113 – Net debt / available liquidity 6,724 3,851 10,575 1,081 *Borrowings listed under 'ARGID Group' above refers to bonds issued by subsidiaries of Ardagh Group S.A., being Ardagh Packaging Finance plc and Ardagh Holdings USA Inc. (together the "Existing Issuers"), as well as leases and other borrowings held within other restricted subsidiaries of Ardagh Group S.A.. Additionally, it refers to a Senior Secured Term Loan of €790 million issued to Ardagh Investments Holdings Sarl ("AIHS"), an unrestricted subsidiary of Ardagh Group S.A. and restricted cash in an amount sufficient to fund a debt service reserve account at AIHS, access to which is limited to AIHS. **Unrestricted Group refers to AMPSA and its subsidiaries as referred to in Note 1 - General information. The increase in lease obligations from $694 million at December 31, 2024 to $715 million at June 30, 2025, primarily reflects $137 million of new lease liabilities and foreign currency movements, partly offset by $116 million of repayments in the six months ended June 30, 2025.
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Ardagh Group S.A. 9 At June 30, 2025 the Group had $396 million available under the Global Asset Based Loan Facilities (December 31, 2024: $331 million). The following table outlines the minimum repayments the Group is obliged to make in the twelve months ending June 30, 2026, assuming that 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 June 30, Facility Currency Currency Date Type 2026 (in millions) (in $ millions) Global Asset Based Loan Facility - ARGID Group USD 254 30-Mar-27 Revolving 191 Global Asset Based Loan Facility - Unrestricted Group USD 333 06-Aug-26 Revolving — Lease obligations Various — Various Amortizing 184 Other borrowings/credit lines Various — Rolling Amortizing 54 429 The Group generates substantial cash flow from its operations and had $527 million in cash, cash equivalents and restricted cash as at June 30, 2025, as well as available but undrawn liquidity of $554 million under its credit facilities. Subject to the successful completion of the Agreed Recapitalization Transaction as further described in Note 3 and Note 19 of the Unaudited Consolidated Interim Financial Statements, 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 purchases of property, plant and equipment, interest payments on our notes and other borrowings for at least the next twelve months. The Group’s 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 we continue to evaluate our capital structure, the trading prices of our indebtedness and the financing markets generally to determine when best to address our maturities. We or our affiliates may also, from time to time, seek to refinance, repurchase or extend the maturity of our outstanding debt through open market purchases, tender offers, exchange offers, privately negotiated transactions or otherwise. Such transactions and the terms thereof will depend on market conditions, our liquidity requirements, contractual restrictions and other factors, as described in the going concern section within Note 3 - Summary of material accounting policies. Receivables Factoring and Related Programs The Group participates 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 the Group or transfer substantially all the risk and rewards to the financial institutions. Receivables of $985 million were sold under these programs at June 30, 2025 (December 31, 2024: $920 million). Trade Payables Processing Certain of the Group’s suppliers have access to independent third-party payables 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 June 30, 2025 is an amount of $36 million (December 31, 2024: $111 million) where suppliers have received payments from processors.
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Ardagh Group S.A. 10 Footnotes to the Selected Financial Information (1) Adjusted EBITDA consists of profit/(loss) for the period before income tax charge/(credit), net finance expense, depreciation and amortization, exceptional operating items and share of profit or loss in equity accounted joint venture. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenue. Adjusted EBITDA and Adjusted EBITDA margin are presented because we believe that they are frequently used by securities analysts, investors and other interested parties in evaluating companies in the packaging industry. However, other companies may calculate Adjusted EBITDA and Adjusted EBITDA margin in a manner different from ours. Adjusted EBITDA and Adjusted EBITDA margin are not measurements 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. (2) ARGID Restricted Group leverage ratio has been presented as supplemental information to reflect the impact of the dividends declared and paid by AMPSA to the ARGID Restricted Group(13). The ARGID Restricted Group includes bonds issued by the Existing Issuers. (3) Exceptional operating items are shown on a number of different lines in the Consolidated Interim Income Statement as referred to in Note 5 - Exceptional items to the Unaudited Consolidated Interim Financial Statements. (4) Includes exceptional finance income and expense. (5) Includes exceptional share of post-tax profit/(loss) in equity accounted joint venture. (6) Net finance expense before exceptional items is as set out in Note 6 - Net finance expense to the Unaudited Consolidated Interim Financial Statements. (7) 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, as per the Consolidated Interim Statement of Cash Flows. (8) Cash, cash equivalents and restricted cash include short term bank deposits and restricted cash as per the note disclosures to the Unaudited Consolidated Interim Financial Statements. (9) Working capital is comprised of inventories, trade and other receivables, current related party receivables, current intangible assets, contract assets, trade and other payables and current provisions. Other companies may calculate working capital in a manner different to ours. (10) Net borrowings comprise non-current and current borrowings net of deferred debt issue costs. (11) Net debt is comprised of net borrowings and derivative financial instruments used to hedge foreign currency and interest rate risk, net of cash, cash equivalents and restricted cash. (12) Net debt to LTM Adjusted EBITDA ratio at June 30, 2025 of 8.0x, is based on net debt at June 30, 2025 of $10,575 million and reported Adjusted EBITDA for the last twelve months ("LTM") to June 30, 2025 of $1,315 million.
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Ardagh Group S.A. 11 (13) ARGID Restricted Group net debt at June 30, 2025 of $6,725 million is defined as ARGID Group net debt at June 30, 2025 (see Note 10 to the unaudited consolidated interim financial statements included in this report – Financial assets and liabilities) excluding the Senior Secured Term Loan ($926 million) issued to AIHS, excluding restricted cash at AIHS ($42 million), plus proceeds on-lent from AIHS ($885 million) to the Existing Issuers as set out in Liquidity and Capital Resources at page 7. ARGID Restricted Group leverage ratio at June 30, 2025 of 8.4x, is based on ARGID Restricted Group net debt at June 30, 2025 as defined above of $6,725 million divided by the total AGSA LTM Adjusted EBITDA of $1,315 million (See Footnote 12) less the LTM Adjusted EBITDA for the Ardagh Metal Packaging reportable segments of $725 million and including the LTM AMPSA ordinary dividend attributable to AGSA for the twelve months ended June 30, 2025 of $183 million and the LTM AMPSA 9% Preferred Shares dividend attributable to AGSA for the twelve months ended June 30, 2025 of $24 million. See Notes 4, 10, and 15 to these unaudited consolidated interim financial statements for information regarding the Ardagh Metal Packaging reportable segments, net debt, and dividends declared and paid by AMPSA respectively.
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Ardagh Group S.A. 12 ARDAGH GROUP S.A. CONSOLIDATED INTERIM INCOME STATEMENT Unaudited Unaudited Three months ended June 30, 2025 Three months ended June 30, 2024 Before Before exceptional Exceptional exceptional Exceptional items items Total items items Total Note $'m $'m $'m $'m $'m $'m Note 5 Note 5 Revenue 4 2,482 – 2,482 2,350 – 2,350 Cost of sales (2,135) (18) (2,153) (2,002) (177) (2,179) Gross profit 347 (18) 329 348 (177) 171 Sales, general and administration expenses (143) (11) (154) (141) (11) (152) Intangible amortization (44) – (44) (45) – (45) Operating profit/(loss) 160 (29) 131 162 (188) (26) Net finance expense 6 (166) 17 (149) (150) (1) (151) Share of post-tax (loss)/profit in equity accounted joint venture 8 (2) (5) (7) 3 (1) 2 Loss before tax (8) (17) (25) 15 (190) (175) Income tax charge (21) – (21) (31) 1 (30) Loss for the period (29) (17) (46) (16) (189) (205) Loss/(profit) attributable to: Equity holders (47) (206) Non-controlling interests 1 1 Loss for the period (46) (205) The accompanying notes to the unaudited consolidated interim financial statements are an integral part of these unaudited consolidated interim financial statements.
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Ardagh Group S.A. 13 ARDAGH GROUP S.A. CONSOLIDATED INTERIM INCOME STATEMENT Unaudited Unaudited Six months ended June 30, 2025 Six months ended June 30, 2024 Before Before exceptional Exceptional exceptional Exceptional items items Total items items Total Note $'m $'m $'m $'m $'m $'m Note 5 Note 5 Revenue 4 4,711 – 4,711 4,521 – 4,521 Cost of sales (4,109) (85) (4,194) (3,954) (182) (4,136) Gross profit 602 (85) 517 567 (182) 385 Sales, general and administration expenses (283) (19) (302) (283) (21) (304) Intangible amortization 7 (85) – (85) (90) – (90) Operating profit/(loss) 234 (104) 130 194 (203) (9) Net finance expense 6 (330) 18 (312) (289) – (289) Share of post-tax loss in equity accounted joint venture 8 (4) (6) (10) (14) (8) (22) Loss before tax (100) (92) (192) (109) (211) (320) Income tax charge (23) 6 (17) (25) 4 (21) Loss for the period (123) (86) (209) (134) (207) (341) Loss attributable to: Equity holders (209) (339) Non-controlling interests – (2) Loss for the period (209) (341) The accompanying notes to the unaudited consolidated interim financial statements are an integral part of these unaudited consolidated interim financial statements.
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Ardagh Group S.A. 14 ARDAGH GROUP S.A. CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME Unaudited Unaudited Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Note $'m $'m $'m $'m Loss for the period (46) (205) (209) (341) Other comprehensive (expense)/income: Items that may subsequently be reclassified to income statement Foreign currency translation adjustments: —Arising in the year (152) 15 (206) 25 (152) 15 (206) 25 Share of foreign currency translation adjustments in equity accounted joint venture 8 7 (1) 11 (5) Effective portion of changes in fair value of cash flow hedges: —New fair value adjustments into reserve (64) 28 (103) 30 —Movement out of reserve to income statement 53 (4) 80 (27) —Movement in deferred tax (1) (4) 1 (3) (12) 20 (22) — Share of changes in fair value of cash flow hedges in equity accounted joint venture 8 2 (1) (1) (1) Loss recognized on cost of hedging: —New fair value adjustments into reserve (1) (1) (2) (1) —Movement out of reserve — — (1) — (1) (1) (3) (1) Share of loss recognized on cost of hedging in equity accounted joint venture 8 (1) — (1) — Items that will not be reclassified to income statement —Re-measurement of employee benefit obligations 11 12 15 14 30 —Deferred tax movement on employee benefit obligations (3) (4) (4) (8) 9 11 10 22 Share of items that will not be reclassified to income statement in equity accounted joint venture 8 — 1 2 2 Total other comprehensive (expense)/income for the period (148) 44 (210) 42 Total comprehensive expense for the period (194) (161) (419) (299) Attributable to: Equity holders (189) (165) (412) (298) Non-controlling interests (5) 4 (7) (1) Total comprehensive expense for the period (194) (161) (419) (299) The accompanying notes to the unaudited consolidated interim financial statements are an integral part of these unaudited consolidated interim financial statements.
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Ardagh Group S.A. 15 ARDAGH GROUP S.A. CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION Unaudited Unaudited At June 30, 2025 At December 31, 2024 Note $'m $'m Non-current assets Intangible assets 7 2,000 1,927 Property, plant and equipment 7 4,915 4,737 Derivative financial instruments 2 3 Deferred tax assets 180 154 Investment in equity accounted joint venture 8 224 198 Employee benefit assets 11 10 Other non-current assets 98 86 7,430 7,115 Current assets Inventories 1,542 1,356 Intangible assets 7 48 21 Trade and other receivables 1,125 779 Contract assets 269 251 Income tax receivable 86 82 Derivative financial instruments 11 35 Cash, cash equivalents and restricted cash 10 527 1,079 Related party receivables 16 5 4 3,613 3,607 TOTAL ASSETS 11,043 10,722 Equity attributable to owners of the parent Equity share capital 9 23 23 Share premium 1,292 1,292 Capital contribution 485 485 Other reserves (116) 89 Retained earnings (4,957) (4,759) (3,273) (2,870) Non-controlling interests 14 (131) (97) TOTAL EQUITY (3,404) (2,967) Non-current liabilities Borrowings 10 10,029 9,512 Lease obligations 10 531 508 Employee benefit obligations 381 368 Derivative financial instruments 75 55 Deferred tax liabilities 394 368 Provisions and other liabilities 12 123 110 11,533 10,921 Current liabilities Borrowings 10 245 282 Lease obligations 10 184 186 Interest payable 76 71 Derivative financial instruments 177 73 Trade and other payables 2,034 1,976 Income tax payable 76 80 Provisions 12 122 100 2,914 2,768 TOTAL LIABILITIES 14,447 13,689 TOTAL EQUITY and LIABILITIES 11,043 10,722 The accompanying notes to the unaudited consolidated interim financial statements are an integral part of these unaudited consolidated interim financial statements.
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Ardagh Group S.A. 16 ARDAGH GROUP S.A. CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY Unaudited Attributable to the owners of the parent Foreign currency Cash flow Cost of Non‑ Share Share Capital translation hedge hedging Other Retained controlling Total capital premium contribution reserve reserve reserve reserves earnings Total interests equity $'m $'m $'m $'m $'m $'m $'m $'m $'m $'m $'m At January 1, 2024 23 1,292 485 (26) (36) 6 115 (4,051) (2,192) (41) (2,233) Loss for the period – – – – – – – (339) (339) (2) (341) Other comprehensive income/(expense) – – – 21 (2) (1) – 23 41 1 42 Hedging losses transferred to cost of inventory – – – – 16 – – – 16 1 17 Transactions with owners in their capacity as owners NOMOQ put and call liability (Note 12) – – – – – – (2) – (2) – (2) Dividends (Note 15) – – – – – – – (108) (108) (29) (137) At June 30, 2024 23 1,292 485 (5) (22) 5 113 (4,475) (2,584) (70) (2,654) At January 1, 2025 23 1,292 485 (26) (6) 4 117 (4,759) (2,870) (97) (2,967) Loss for the period – – – – – – – (209) (209) – (209) Other comprehensive (expense)/income – – – (190) (20) (4) – 11 (203) (7) (210) Hedging losses transferred to cost of inventory – – – – 10 – – – 10 1 11 Transactions with owners in their capacity as owners NOMOQ put and call liability (Note 12) – – – – – – (1) – (1) 1 – Dividends (Note 15) – – – – – – – – – (29) (29) At June 30, 2025 23 1,292 485 (216) (16) – 116 (4,957) (3,273) (131) (3,404) The accompanying notes to the unaudited consolidated interim financial statements are an integral part of these unaudited consolidated interim financial statements.
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Ardagh Group S.A. 17 ARDAGH GROUP S.A. CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS Unaudited Unaudited Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Note $'m $'m $'m $'m Cash flows from/(used in) operating activities Cash from operations 13 355 458 192 212 Net interest paid (212) (208) (278) (255) Settlement of foreign currency derivative financial instruments (29) 2 (40) 1 Income tax paid (24) (17) (36) (17) Net cash from/(used in) operating activities 90 235 (162) (59) Cash flows used in investing activities Purchase of property, plant and equipment (102) (113) (200) (266) Purchase of intangible assets (4) (6) (10) (10) Proceeds from disposal of property, plant and equipment 1 — 1 8 Repayment of loan by immediate parent company — 46 — 46 Other investing cash flows 19 — 9 (4) Cash flows used in investing activities (86) (73) (200) (226) Cash flows (used in)/from financing activities Proceeds from borrowings 24 877 24 1,370 Repayment of borrowings (22) (737) (78) (749) Financing costs paid (13) (26) (22) (27) Lease repayments 10 (56) (50) (116) (99) Dividends paid 15 (15) (123) (29) (137) Consideration paid on maturity of derivative financial instruments (11) (6) (12) (6) Net cash (outflow)/inflow from financing activities (93) (65) (233) 352 Net (decrease)/increase in cash, cash equivalents and restricted cash (89) 97 (595) 67 Cash, cash equivalents and restricted cash at the beginning of the period 10 592 695 1,079 730 Exchange gains/(losses) on cash, cash equivalents and restricted cash 24 (1) 43 (6) Cash, cash equivalents and restricted cash at the end of the period 10 527 791 527 791 The accompanying notes to the unaudited consolidated interim financial statements are an integral part of these unaudited consolidated interim financial statements.
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Ardagh Group S.A. 18 ARDAGH GROUP S.A. NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 1. General information Ardagh Group S.A. (the “Company”) was incorporated in Luxembourg on May 6, 2011. The Company’s registered office is 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg. Ardagh Group S.A. and its subsidiaries (together the “Group” or “Ardagh”) are a leading supplier of sustainable innovative, value-added rigid packaging solutions. The Group’s products include metal beverage cans and glass containers primarily for beverage and food markets, which are characterized by stable, consumer-driven demand. End-use categories include beer, food, wine, spirits, carbonated soft drinks, energy drinks, sparkling waters, juices and hard seltzers, as well as pharmaceuticals. The Group operates 58 production facilities globally, located in the Americas, Europe and Africa. The Company, indirectly through its wholly-owned subsidiary, Ardagh Investments Sarl, owns approximately 76% of the ordinary shares and 100% of the preferred shares of Ardagh Metal Packaging S.A. (“AMPSA”). AMPSA is a leading supplier of metal beverage cans globally, with a particular focus on the Americas and Europe. This business supplies sustainable and infinitely recyclable metal packaging to a diversified customer base of leading global, regional and national beverage producers. The Group’s metal packaging business operates 23 production facilities in Europe and the Americas, employs approximately 6,300 people and recorded revenues of $4.9 billion in 2024. The Company also holds an approximate 42% stake in the ordinary shares of Trivium Packaging B.V. (“Trivium”), a leading supplier of metal packaging in the form of cans and aerosol containers, serving a broad range of end-use categories, including food, seafood, pet food and nutrition, as well as beauty and personal care. Trivium recorded revenues of $2.9 billion in 2024. The Group does not have any operations within Russia or Ukraine and continues to monitor and comply with the various sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the European Union, the United Kingdom and the United Nations Security Committee that have been imposed on the Russian government and certain Russian entities and individuals. These unaudited consolidated interim financial statements reflect the consolidation of the legal entities forming the Group for the periods presented. The principal accounting policies that have been applied to the unaudited consolidated interim financial statements are described in Note 3 - Summary of material accounting policies. 2. Statement of directors’ approval The unaudited consolidated interim financial statements were approved for issue by the board of directors of Ardagh Group S.A. (the “Board”) on July 23, 2025. 3. Summary of material accounting policies Basis of preparation The unaudited consolidated interim financial statements of the Group for the three and six months ended June 30, 2025 and 2024, have been prepared in accordance with IAS 34 “Interim Financial Reporting”. The unaudited consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the Annual Report for the year ended December 31, 2024 which was prepared in accordance with IFRS Accounting Standards and related interpretations as issued by the International Accounting Standards Board (“IASB”). References to IFRS Accounting Standards hereafter should be construed as references to IFRS Accounting Standards and related interpretations as issued by the IASB. The unaudited consolidated interim financial statements are presented in U.S. dollar rounded to the nearest million. The functional currency of the Company is euro.
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Ardagh Group S.A. 19 Income tax in interim periods is accrued using the effective tax rate expected to be applied to annual earnings. Going concern The Group entered into a comprehensive Transaction Support Agreement (“TSA”) with (i) its controlling shareholder, (ii) holders of a substantial majority of the Group’s 2026 Senior Secured Notes and 2027 Senior Unsecured Notes, as well as holders of a substantial majority of the 2027 Senior Secured Toggle Notes issued by ARD Finance S.A. regarding a recapitalization transaction (the “Agreed Recapitalization Transaction”). Terms of the Agreed Recapitalisation Transaction include a significant deleveraging of the Group through a debt-for equity swap (with a resulting transfer of ownership of the Group to a syndicate of institutional investors), the extension of the existing 2026 bond maturities to December 2030, provision of new capital to refinance certain existing debt facilities, to fund the payment of the purchase price to existing shareholders for the sale of Yeoman Capital S.A. to the new equity holders, and for general corporate purposes. The Agreed Recapitalization Transaction, which has significant majority support among shareholders and noteholders, is subject to certain approvals and consents, and is expected to complete by September 30, 2025. For further details on the Agreed Recapitalization Transaction please refer to Note 19 – Events after the reporting period. In determining the appropriateness of the preparation of the unaudited consolidated interim financial statements on a going concern basis, the Directors performed a detailed review of the Group’s current and projected financial position, covering the period to July 31, 2026 (“the forecast period”) based on the following two potential future scenarios, (i) the successful completion of the Agreed Recapitalization Transaction as outlined above (“Agreed Recapitalization Transaction scenario”), which in view of the controlling shareholder and noteholder support noted above is deemed the most-likely scenario and (ii) a situation, where the Agreed Recapitalization Transaction will not be completed and as a consequence the continuation of the Group in its current form (“As Is scenario”). Note 10 - Financial assets and liabilities sets out the details of the Group’s capital structure, including debt maturities, and cash and available liquidity at June 30, 2025. The Group had cash and available liquidity at June 30, 2025, of $1.1 billion, including $0.7 billion in its Ardagh Metal Packaging S.A. subsidiary (the “Unrestricted Group”). The ARGID Group, a separate capital structure principally comprising the Group’s Glass Packaging businesses, had cash and available liquidity at June 30, 2025, of $0.4 billion. Given the lower level of cash and available liquidity at the ARGID Group and the profile of its debt maturities, the Directors’ review was primarily focused on the ARGID Group and its impact on the Group’s going concern assessment. The 2025 budget reflects weaker than expected financial performance in the Group’s Glass Packaging businesses in 2023-2024. The Glass Packaging Europe & Africa operating segment financial performance in 2023 and 2024 was impacted by weaker than expected industry-wide demand in Europe, principally and variously arising from several factors over this period, including (i) price increases to recover significantly higher energy input costs following the Russian invasion of Ukraine in 2022, (ii) post-pandemic de-stocking by brand owners and (iii) the impact of multi-decade highs in inflation and interest rates on end-consumers and, in turn, on the Group’s customers. In the Glass Packaging North America segment, shipments were adversely impacted by (i) weak demand, including specific market disruption to a leading brand in 2023, and (ii) de-stocking by both customers and end consumers. Lower than expected industry-wide demand necessitated capacity management actions throughout 2023 and 2024 across the Group’s Glass Packaging businesses, in particular Europe and North America, including significant production downtime, short-time working and permanent capacity closures. Weaker demand for glass packaging, and the resulting adjustments to capacity leading to the under- absorption of fixed overheads, led to Adjusted EBITDA for the Group’s Glass Packaging businesses of $699 million in 2023 and $602 million in 2024. Agreed Recapitalization Transaction scenario As outlined above, given the support for the Agreed Recapitalization Transaction, comprising the Group’s controlling shareholder, holders of a substantial majority of the Group’s 2026 Senior Secured Notes and 2027 Senior
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Ardagh Group S.A. 20 Unsecured Notes, and holders of a substantial majority of the 2027 Senior Secured Toggle Notes issued by ARD Finance S.A. management believes that the most likely scenario at this stage would be the execution of the Agreed Recapitalization Transaction. As a consequence the Directors performed a detailed quantitative analysis of the current and projected liquidity position of the Group, assessing both a base case, derived from the Group’s 2025 budget updated to reflect the actual performance of the first half year of 2025, and an adverse case incorporating sensitivity to significant liquidity assumptions applied to the ARGID Group, including market demand, input costs, the Group’s initial assessment of the current trade and tariff environment, working capital and capital expenditure requirements. The base case assumes a continued gradual recovery in glass packaging shipments in Europe, following growth of 2% in 2024, though remaining meaningfully below 2022 and historic levels. Glass packaging shipments in North America are projected to decline in 2025 compared with 2024, as a result of permanent capacity closures undertaken in 2024 and early-2025 to match supply with demand. Input costs, which are less volatile than in 2023, are assumed to be passed on to customers, resulting in forecast growth in full year Adjusted EBITDA in 2025 compared with 2024. Trading performance during the first half year of 2025 was in line with expectations (albeit on weaker than expected volumes in Europe) and the Group’s current outlook for the full year remains in line with budget. Working capital is estimated to represent a modest use of cash flow in 2025, while capital expenditure will remain constrained in view of projected demand and available capacity. Dividends received by the ARGID Group on the Group’s shareholding in AMPSA are modelled to remain at levels consistent with 2024. In the adverse case, the Directors modelled relatively unchanged Glass Packaging shipments in Europe, operating performance falling short of budgeted levels in North America and an impact the Group expects from the new tariffs. Working capital is also modelled as a more significant use of cash in this case, partly offset by curtailment in capital expenditure. In addition, for both the base and the adverse case outlined above, the Directors considered the cash flow impacts expected to occur upon completion of the Agreed Recapitalization Transaction by September 30, 2025 as well as ongoing debt service requirements of the ARGID Group during the forecast period based on the updated capital structure. In both the base and adverse cases considered in the Agreed Recapitalization Transaction scenario, the assessment indicates a level of cash and available liquidity in the ARGID Group which enables it to meet its financial commitments and required investment in its operations over the forecast period. However, in the adverse case liquidity is sensitive to further potential changes in the significant assumptions and unfavorable macroeconomic developments, including the impact of potential new tariffs. Based on the measures above, and further supported by the Group’s quantitative analysis, the Directors believe that in the Agreed Recapitalization Transaction scenario ongoing liquidity is sufficient to satisfy the ARGID Group’s financial commitments and fund investment in its operations over the forecast period. The Directors will continue to monitor and assess the evolving situation around any potential new tariffs. As Is scenario The Directors performed the same detailed quantitative analysis of the current and projected liquidity position of the Group, assessing both the same base and adverse case outlined above, but excluding any impact from the Agreed Recapitalization Transaction. At June 30, 2025, the ARGID Group had net debt of $6,724 million, comprising both secured and unsecured borrowings, net of cash. Approximately 90% of these borrowings are at fixed rates of interest and, in the case of the ARGID Group’s senior secured notes and senior notes, are not subject to maintenance covenants. The ARGID Group’s Global Asset Based Loan Facility and the borrowing facilities in Africa are subject to certain maintenance covenants as set out in Note 10 – Financial assets and liabilities. Under the As Is scenario, the ARGID Group’s next debt maturity comprises $2,656 million of senior secured notes due in August 2026. The Global Asset Based Loan Facility matures in March 2027, however, if the senior secured notes remain outstanding the maturity of this facility would be in May 2026, unless a waiver from the credit holders could be obtained.
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Ardagh Group S.A. 21 In both the base and adverse cases under the As Is scenario, in the absence of obtaining a waiver from the Global Asset Based Loan Holders or a refinancing of the senior secured notes due in August 2026 ahead of May 2026, the assessment indicates a level of cash and available liquidity in the ARGID Group which enables it to meet its financial commitments and investment in its operations until the springing maturity of the Global Asset Based Loan Facility in May 2026, from which point onwards the ARGID Group would potentially no longer have a sufficient level of available liquidity to fund its operations. In the absence of a successful completion of the Agreed Recapitalization Transaction, the Group would continue to evaluate how best to address these, and other maturities and would continue to engage in discussions with the holders of its Senior Secured Notes ("SSNs") and Senior Unsecured Notes ("SUNs") as permitted under the TSA. In such a situation, the Group would consider all options to put a sustainable capital structure in place, including refinancings, repurchases or extensions to the maturity of our outstanding debt through open market purchases, tender offers, exchange offers, privately negotiated transactions or otherwise, as well as the introduction of new capital, asset disposals or other forms of restructuring. No adjustments arising from any such potential actions have been made in connection with the liquidity assessment. The timing and outcome of any such alternative discussions and any potential actions remain subject to significant uncertainty. Conclusion Under the Agreed Recapitalization Transaction scenario, completion of which is subject to certain approvals, and which is expected by September 30, 2025, the Group would maintain sufficient cash and available liquidity to fund the Group´s operations during the forecast period. In a scenario where the Agreed Recapitalization Transaction would not be completed and the Group needed to continue to operate under the As Is scenario, and in the absence of obtaining a waiver from the Global Asset Based Loan Holders or a refinancing of the senior secured notes due in August 2026 ahead of May 2026, the Group´s financial viability could potentially be jeopardized at the point the Global Asset Based Loan Facility would mature in May 2026 in advance of the senior secured notes due in August 2026. This would raise substantial doubt on the Group´s ability to continue as a going concern from such point onwards. In such situation the Group and its advisors would continue to engage with noteholders in a constructive manner, seeking to find a solution that will focus on addressing the upcoming maturities in 2026 and ahead of the springing of the Global Asset Management Loan Facility in May 2026, with the objective to achieve a long-term sustainable capital structure. However, under the assumption that, given the support noted above, the Agreed Recapitalization Transaction scenario is seen as the most-likely scenario and having undertaken the liquidity assessment described above, the Directors consider that it is appropriate to continue to prepare the unaudited consolidated interim financial statements on a going concern basis. Accordingly, no adjustments have been made to the Unaudited Consolidated Interim Financial Statements that would result if the Group was unable to continue as a going concern. Recent changes in accounting pronouncements 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. The Board’s assessment of the impact of new standards on the consolidated financial statements, which are not yet effective and which have not been early adopted by the Group, including IFRS 18 ‘Presentation and Disclosure in Financial Statements’ and Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity, on the unaudited consolidated interim financial statements is on-going.
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Ardagh Group S.A. 22 4. Segment analysis The Group´s operating segments reflect the basis on which the Group’s performance is reviewed by management and presented to the Board, which has been identified as the Chief Operating Decision Maker (“CODM”) for the Group. The following are the Group’s four operating and reportable segments: Ardagh Metal Packaging Europe Ardagh Metal Packaging Americas Ardagh Glass Packaging Europe & Africa Ardagh Glass Packaging North America Performance of the Group is assessed based on Adjusted EBITDA. Adjusted EBITDA is the loss or profit for the period before income tax charge or credit, net finance expense or income, depreciation, amortization and exceptional operating items and share of profit or loss in equity accounted joint ventures. Sales contracts generally provide for the pass through of price fluctuations for metal, energy and in certain cases for other specific items as well as a mechanism for the recovery of other input cost inflation, while certain contracts have tolling arrangements whereby customers arrange for the procurement of metal themselves. Consequently, the CODM evaluates the financial effects of the business activities of reportable segments based on Adjusted EBITDA, which includes the net impact of the pass through pricing model operated by the business. Other items are not allocated to segments, as these are reviewed by the CODM on a group-wide basis. Segmental revenues are derived from sales to external customers. Inter-segmental revenue and revenue with joint ventures is not material. Reconciliation of loss for the period to Adjusted EBITDA Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 $'m $'m $'m $'m Loss for the period (46) (205) (209) (341) Income tax charge 21 30 17 21 Net finance expense (Note 6) 149 151 312 289 Depreciation and amortization (Note 7) 228 221 444 443 Exceptional operating items (Note 5) 29 188 104 203 Share of post-tax loss/(profit) in equity accounted joint venture (Note 8) 7 (2) 10 22 Adjusted EBITDA 388 383 678 637 Segment results for the three months ended June 30, 2025 and 2024 are: Revenue Adjusted EBITDA 2025 2024 2025 2024 $'m $'m $'m $'m Ardagh Metal Packaging Europe 615 566 77 79 Ardagh Metal Packaging Americas 840 693 133 99 Ardagh Glass Packaging Europe & Africa 638 696 127 160 Ardagh Glass Packaging North America 389 395 51 45 Group 2,482 2,350 388 383
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Ardagh Group S.A. 23 Segment results for the six months ended June 30, 2025 and 2024 are: Revenue Adjusted EBITDA 2025 2024 2025 2024 $'m $'m $'m $'m Ardagh Metal Packaging Europe 1,143 1,047 126 122 Ardagh Metal Packaging Americas 1,580 1,353 239 190 Ardagh Glass Packaging Europe & Africa 1,243 1,340 217 229 Ardagh Glass Packaging North America 745 781 96 96 Group 4,711 4,521 678 637 One customer across all reportable segments accounted for greater than 10% of total revenue in the six months ended June 30, 2025 (2024: one). Within each reportable segment our products have similar production processes and classes of customers. Further, they have similar economic characteristics, as evidenced by similar long-term profit margins, similar degrees of risk and similar opportunities for growth. Based on the foregoing, we do not consider that they constitute separate product lines and, therefore, additional disclosures relating to product lines are not necessary. The following illustrates the disaggregation of revenue by destination for the three months ended June 30, 2025: North Rest of the Europe America world Total $'m $'m $'m $'m Ardagh Metal Packaging Europe 605 1 9 615 Ardagh Metal Packaging Americas – 717 123 840 Ardagh Glass Packaging Europe & Africa 474 6 158 638 Ardagh Glass Packaging North America – 389 – 389 Group 1,079 1,113 290 2,482 The following illustrates the disaggregation of revenue by destination for the three months ended June 30, 2024: North Rest of the Europe America world Total $'m $'m $'m $'m Ardagh Metal Packaging Europe 562 – 4 566 Ardagh Metal Packaging Americas – 594 99 693 Ardagh Glass Packaging Europe & Africa 511 21 164 696 Ardagh Glass Packaging North America – 395 – 395 Group 1,073 1,010 267 2,350
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Ardagh Group S.A. 24 The following illustrates the disaggregation of revenue by destination for the six months ended June 30, 2025: North Rest of the Europe America world Total $'m $'m $'m $'m Ardagh Metal Packaging Europe 1,125 3 15 1,143 Ardagh Metal Packaging Americas – 1,333 247 1,580 Ardagh Glass Packaging Europe & Africa 907 10 326 1,243 Ardagh Glass Packaging North America – 745 – 745 Group 2,032 2,091 588 4,711 The following illustrates the disaggregation of revenue by destination for the six months ended June 30, 2024: North Rest of the Europe America world Total $'m $'m $'m $'m Ardagh Metal Packaging Europe 1,036 1 10 1,047 Ardagh Metal Packaging Americas – 1,147 206 1,353 Ardagh Glass Packaging Europe & Africa 976 28 336 1,340 Ardagh Glass Packaging North America – 781 – 781 Group 2,012 1,957 552 4,521 The following illustrates the disaggregation of revenue based on the timing of transfer of goods and services: Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 $'m $'m $'m $'m Over time 1,162 994 2,191 1,910 Point in time 1,320 1,356 2,520 2,611 Group 2,482 2,350 4,711 4,521
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Ardagh Group S.A. 25 5. Exceptional Items Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 $'m $'m $'m $'m Start-up related and other costs 5 11 7 22 Gain on disposal of non-current assets — — — (6) Restructuring and other costs — 35 65 35 Impairment - property, plant and equipment 13 131 13 131 Exceptional items - cost of sales 18 177 85 182 IT, transformation and other costs 11 11 19 21 Exceptional items - SGA expenses 11 11 19 21 Gains and losses on non-current assets and derivative financial instruments (17) 1 (18) — Exceptional items - finance income (17) 1 (18) — Share of exceptional items in equity accounted joint venture 5 1 6 8 Exceptional items 17 190 92 211 Exceptional income tax credit — (1) (6) (4) Total exceptional charge, net of tax 17 189 86 207 Exceptional items are those that, in management’s judgment, need to be disclosed by virtue of their size, nature or incidence. 2025 Exceptional items of $86 million have been recognized in the six months ended June 30, 2025, comprising: $7 million start-up related and other costs with $5 million in Ardagh Metal Packaging relating to the Group’s investment programs and $2 million in Ardagh Glass North America relating to start-up costs. $65 million restructuring and other costs with $27 million relating to the closure of Dolton (Illinois) production facility in Ardagh Glass Packaging North America and $38 million predominantly relating to the closure of the Drebkau facility in Ardagh Glass Packaging Europe & Africa. $13 million impairment charge with $10 million relating to impairment of property, plant and equipment in Ardagh Metal Packaging Europe and $3 million relating to Ardagh Glass Packaging Europe & Africa. $19 million IT, transformation and other costs, with $8 million of legal and advisory fees, primarily related to legal matters as outlined in Note 17 - Contingencies. Additionally, $5 million relating to restructuring, including $3 million in Ardagh Glass Packaging Europe & Africa and $2 million in Ardagh Glass Packaging North America, $4 million relating to IT and other transformation initiatives in Ardagh Glass Packaging Europe & Africa and $2 million of professional advisory fees and restructuring and other costs relating to transformation initiatives in Ardagh Metal Packaging. $18 million credit from the disposal of a non-operating financial asset, the early termination of certain cross currency interest rate swaps and foreign currency movements on Public and Private Warrants. $6 million from the Group’s share of exceptional items in Trivium. $6 million tax credits relating to the above exceptional items.
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Ardagh Group S.A. 26 2024 Exceptional items of $207 million have been recognized in the six months ended June 30, 2024, comprising: $22 million start-up related and other costs in Ardagh Metal Packaging Americas ($11 million) and Ardagh Metal Packaging Europe ($6 million), primarily relating to the Group’s investment programs, $3 million of costs in Ardagh Glass Packaging North America related to fire and storm damage during the period and $2 million of other costs in Ardagh Glass Packaging Europe & Africa. $6 million gain in Ardagh Glass Packaging North America related to the disposal of a former production facility. $166 million of costs in Ardagh Glass Packaging North America primarily relating to the closure of the Houston (Texas) production facility and the indefinite curtailment of the Seattle (Washington) production facility, including $131 million related to the impairment of property, plant and equipment and $35 million of restructuring and other costs primarily in connection with these activities. $21 million IT, transformation and other costs which included $15 million of transaction-related and other costs, comprising of $6 million in Ardagh Glass Packaging Europe & Africa, $6 million of costs in Ardagh Glass Packaging North America in respect of settlement of legal matters, and $3 million of professional advisory fees and other costs, primarily in relation to transformation initiatives in Ardagh Metal Packaging, $4 million relating to IT and other transformation initiatives and $2 million relating to restructuring and other costs, including $1 million in Ardagh Glass Packaging North America and $1 million in Ardagh Metal Packaging Europe. $8 million from the Group’s share of exceptional items in Trivium. $4 million from tax credits relating to the above exceptional items. 6. Net finance expense Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 $'m $'m $'m $'m Bond and Senior Facilities interest expense* 126 109 248 216 Lease interest expense 13 13 26 26 Related party interest income — — — (1) Net pension interest cost 3 4 7 7 Foreign currency translation losses 1 3 1 3 Losses on derivative financial instruments 8 7 25 12 Net monetary gain - hyperinflation — (2) — (3) Other finance expense 21 21 34 39 Other finance income (6) (5) (11) (10) Net finance expense before exceptional items 166 150 330 289 Net exceptional finance (income)/expense (Note 5) (17) 1 (18) — Net finance expense 149 151 312 289 *Includes interest related to Senior Secured Notes, Senior Secured Green Notes, Senior Secured Term Loans, Senior Notes, Senior Green Notes, and South African Senior Facilities. During the six months ended June 30, 2025, the Group recognized $26 million (2024: $26 million) of interest paid related to lease liabilities in cash used in operating activities in the unaudited consolidated interim statement of cash flows. Other finance expense is primarily comprised of fees incurred on the Group’s receivables financing arrangements.
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Ardagh Group S.A. 27 7. Intangible assets and property, plant and equipment Intangible assets* Property, plant and equipment $'m $'m Net book value at January 1, 2025 1,927 4,737 Additions 6 296 Impairment (Note 5) — (13) Disposals — (2) Charge for the period (85) (360) Foreign exchange 152 257 Net book value at June 30, 2025 2,000 4,915 *In addition to the above, $48 million relating to carbon credits are included within current intangible assets (December 31, 2024: $21 million). At June 30, 2025, the carrying amount of goodwill included within intangible assets was $1,465 million (December 31, 2024: $1,349 million). At June 30, 2025, the carrying amount of the right-of-use assets included within property, plant and equipment was $686 million (December 31, 2024: $650 million). The Group recognized a depreciation charge of $359 million (2024: $353 million), net of $1 million (2024: $nil) amortization of government grants, included within deferred income in the six months ended June 30, 2025, of which $99 million (2024: $99 million) relates to right-of-use assets. Impairment test for goodwill Goodwill is not subject to amortization and is tested annually for impairment following the approval of the annual budget (normally at the end of the financial year), or more frequently if events or changes in circumstances indicate a potential impairment. Management has considered whether any impairment indicators existed at the reporting date and has concluded that the carrying amount of goodwill is fully recoverable as at June 30, 2025. 8. Investment in equity accounted joint venture Investment in equity accounted joint venture is comprised of the Company’s approximate 42% stake in Trivium incorporated in the Netherlands, with corporate offices in Amsterdam. The remaining approximate 58% is held by Ontario Teachers’ Pension Plan Board. As the Company jointly controls both the financial and operating policy decisions of Trivium, the investment is accounted for under the equity method. The shareholders of Trivium have entered into a Shareholder Agreement, dated October 31, 2019, which governs their relationship as owners, including in respect of the governance of Trivium and its subsidiaries, their ability to transfer their shares and other customary matters. The following tables provide summarized financial information for Trivium as it relates to the amounts recognized by Ardagh in the consolidated interim income statement, unaudited consolidated interim statement of comprehensive income and consolidated interim statement of financial position. Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 $'m $'m $'m $'m (Loss)/profit for the period (7) 2 (10) (22) Other comprehensive income/(expense) 8 (1) 11 (4) Total comprehensive income/(expense) 1 1 1 (26)
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Ardagh Group S.A. 28 At June 30, At December 31, 2025 2024 $'m $'m Investment in equity accounted joint venture 224 198 The reconciliation of summarized financial information presented to the carrying amount of the Group’s interest in Trivium at June 30, 2025 and 2024 respectively is set out below. 2025 2024 $'m $'m Group's interest in net assets of equity accounted joint venture at January 1 198 250 Share of total comprehensive income/(expense) 1 (26) Foreign exchange 25 (7) Carrying amount of interest in equity accounted joint venture at June 30 224 217 In respect of the Group’s equity accounted investment in Trivium, management has considered the carrying amount of the investment and concluded that it is fully recoverable as at June 30, 2025. At June 30, 2025 and December 31, 2024, the Group had no significant related party balances outstanding with Trivium. 9. Equity share capital Issued and fully paid shares: Class A common shares (par value €0.01) Class B common shares (par value €0.10) Total shares Total (million) (million) (million) $'m At December 31, 2024 2.9 217.7 220.6 23 At June 30, 2025 2.9 217.7 220.6 23 There were no material share transactions in the six months ended June 30, 2025.
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Ardagh Group S.A. 29 10. Financial assets and liabilities At June 30, 2025, the Group’s net debt and available liquidity was as follows: Maximum Final amount maturity Facility Undrawn Facility Currency drawable date type Amount drawn amount Local Currency ARGID Group* Unrestricted Group ** Total Group m $'m $'m $'m $'m 4.125% Senior Secured Notes USD 1,215 15-Aug-26 Bullet 1,215 – 1,215 – 2.125% Senior Secured Notes EUR 439 15-Aug-26 Bullet 515 – 515 – 2.125% Senior Secured Notes EUR 790 15-Aug-26 Bullet 926 – 926 – Senior Secured Term Loan - AIHS unrestricted subsidiary EUR 790 13-Jun-29 Bullet 926 – 926 – 4.750% Senior Notes GBP 400 15-Jul-27 Bullet 548 – 548 – 5.250% Senior Notes USD 800 15-Aug-27 Bullet 800 – 800 – 5.250% Senior Notes USD 1,000 15-Aug-27 Bullet 1,000 – 1,000 – South African Senior Facilities ZAR 8,500 01-Mar-28 Bullet 455 – 455 22 Global Asset Based Loan Facility - ARGID Group USD 254 30-Mar-27 Revolving 191 – 191 63 Lease obligations Various – Various Amortizing 345 370 715 – Other borrowings/credit lines Various – Rolling Amortizing 42 36 78 45 6.000% Senior Secured Green Notes USD 600 15-Jun-27 Bullet – 600 600 – 2.000% Senior Secured Green Notes EUR 450 01-Sep-28 Bullet – 527 527 – 3.250% Senior Secured Green Notes USD 600 01-Sep-28 Bullet – 600 600 – 3.000% Senior Green Notes EUR 500 01-Sep-29 Bullet – 586 586 – 4.000% Senior Green Notes USD 1,050 01-Sep-29 Bullet – 1,050 1,050 – Senior Secured Term Loan EUR 269 24-Sep-29 Bullet – 316 316 – Global Asset Based Loan Facility - Unrestricted Group USD 333 06-Aug-26 Revolving – – – 333 Bradesco Facility BRL 500 30-Sep-28 Bullet – – – 91 Total borrowings / undrawn facilities 6,963 4,085 11,048 554 Deferred debt issue costs and bond discounts (35) (24) (59) – Net borrowings / undrawn facilities 6,928 4,061 10,989 554 Cash, cash equivalents and restricted cash (271) (256) (527) 527 Derivative financial instruments used to hedge foreign currency and interest rate risk 67 46 113 – Net debt / available liquidity 6,724 3,851 10,575 1,081 *Borrowings listed under 'ARGID Group' above refers to bonds issued by subsidiaries of Ardagh Group S.A., being Ardagh Packaging Finance plc and Ardagh Holdings USA Inc. (together the "Existing Issuers"), as well as leases and other borrowings held within other restricted subsidiaries of Ardagh Group S.A.. Additionally, it refers to a Senior Secured Term Loan of €790 million issued to Ardagh Investments Holdings Sarl ("AIHS"), an unrestricted subsidiary of Ardagh Group S.A. and restricted cash in an amount sufficient to fund a debt service reserve account at AIHS, access to which is limited to AIHS. **Unrestricted Group refers to AMPSA and its subsidiaries as referred to in Note 1 - General information. Net debt includes the fair value of derivative financial instruments that are used to hedge foreign exchange and interest rate risks relating to Group borrowings. The fair value of the ARGID Group’s total borrowings excluding lease obligations at June 30, 2025, is $5,150 million (December 31, 2024: $5,006 million). The fair value of the Unrestricted Group’s total borrowings excluding lease obligations at June 30, 2025, is $3,489 million (December 31, 2024: $3,215 million). A number of the Group’s borrowing agreements contain covenants that restrict the Group’s flexibility in certain areas, such as the 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.
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Ardagh Group S.A. 30 The Global Asset Based Loan Facilities are subject to a fixed charge coverage ratio covenant if 90% or more of the facility is drawn. The facilities also include cash dominion, representations, warranties, events of default and other covenants that are generally of a customary nature for such facilities. Borrowing facilities in Africa also contain customary maintenance covenants, primarily net debt to EBITDA and interest coverage tests. At December 31, 2024, the Group’s net debt and available liquidity was as follows: Maximum Final amount maturity Facility Undrawn Facility Currency drawable date type Amount drawn amount Local Currency ARGID Group Unrestricted Group Total Group m $'m $'m $'m $'m 4.125% Senior Secured Notes USD 1,215 15-Aug-26 Bullet 1,215 – 1,215 – 2.125% Senior Secured Notes EUR 439 15-Aug-26 Bullet 456 – 456 – 2.125% Senior Secured Notes EUR 790 15-Aug-26 Bullet 821 – 821 – Senior Secured Term Loan - AIHS unrestricted subsidiary EUR 790 13-Jun-29 Bullet 821 – 821 – 4.750% Senior Notes GBP 400 15-Jul-27 Bullet 501 – 501 – 5.250% Senior Notes USD 800 15-Aug-27 Bullet 800 – 800 – 5.250% Senior Notes USD 1,000 15-Aug-27 Bullet 1,000 – 1,000 – South African Senior Facilities ZAR 8,500 01-Mar-28 Bullet 429 – 429 21 Global Asset Based Loan Facility - ARGID Group USD 257 30-Mar-27 Revolving 198 – 198 59 Lease obligations Various - Various Amortizing 320 374 694 – Other borrowings/credit lines Various - Rolling Amortizing 69 42 111 10 6.000% Senior Secured Green Notes USD 600 15-Jun-27 Bullet – 600 600 – 3.250% Senior Secured Green Notes USD 600 01-Sep-28 Bullet – 600 600 – 2.000% Senior Secured Green Notes EUR 450 01-Sep-28 Bullet – 468 468 – 3.000% Senior Green Notes EUR 500 01-Sep-29 Bullet – 519 519 – 4.000% Senior Green Notes USD 1,050 01-Sep-29 Bullet – 1,050 1,050 – Senior Secured Term Loan EUR 269 24-Sep-29 Bullet – 280 280 – Global Asset Based Loan Facility - Unrestricted Group USD 272 06-Aug-26 Revolving – – – 272 Bradesco Facility BRL 500 30-Sep-28 Bullet – – – 81 Total borrowings / undrawn facilities 6,630 3,933 10,563 443 Deferred debt issue costs and bond discounts/bond premium (44) (31) (75) – Net borrowings / undrawn facilities 6,586 3,902 10,488 443 Cash, cash equivalents and restricted cash (469) (610) (1,079) 1,079 Derivative financial instruments used to hedge foreign currency and interest rate risk 18 13 31 – Net debt / available liquidity 6,135 3,305 9,440 1,522
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Ardagh Group S.A. 31 The maturity profile of the Group’s net borrowings is as follows: At June 30, At December 31, 2025 2024 $'m $'m Within one year or on demand 317 363 Between one and three years 5,557 4,887 Between three and five years 987 1,310 Greater than five years 102 70 ARGID Group total borrowings 6,963 6,630 Within one year or on demand 112 105 Between one and three years 757 755 Between three and five years 3,177 3,017 Greater than five years 39 56 Unrestricted Group total borrowings 4,085 3,933 Total borrowings 11,048 10,563 Deferred debt issue costs and bond discounts/bond premium (59) (75) Net Borrowings 10,989 10,488 Warrants Refer to Note 12 – Other liabilities and provisions for further details about the recognition and measurement of the Public and Private Warrants. Financing activity The increase in lease obligations from $694 million at December 31, 2024 to $715 million at June 30, 2025, primarily reflects $137 million of new lease liabilities and foreign currency movements, partly offset by $116 million of repayments in the six months ended June 30, 2025. At June 30, 2025 the Group had cash drawings of $191 million on the Global Asset Based Loan Facilities (December 31, 2024: $198 million). The facilities limits of $915 million were reduced to $807 million due to working capital collateral value and other restrictions. The amount of available undrawn facilities was $396 million at June 30, 2025 (December 31, 2024: $331 million). Forward foreign exchange contracts The Group operates in a number of currencies and, accordingly, hedges a portion of its currency transaction risk. Certain forward contracts are designated as cash flow hedges for accounting purposes. The fair values are based on Level 2 valuation techniques and observable inputs including the contract prices. The fair value of these contracts when initiated is $nil; no premium is paid or received. Cross currency interest rate swaps The Group hedges certain of its external borrowings and interest payable thereon using cross-currency interest rate swaps (“CCIRS”), with a net liability at June 30, 2025 of $113 million (December 31, 2024: $31 million net liability). During the six months ended June 30, 2025, the Group terminated a number of CCIRS. The total fair value of these swaps at termination was a $10 million liability and the cash paid on these swaps was $12 million. Virtual Power Purchase Agreement As part of our strategy to achieve our climate sustainability targets, the Group entered into a number of virtual power purchase agreements (“vPPAs”) in 2023 and 2024. The renewable energy generation facilities underlying these
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Ardagh Group S.A. 32 agreements are managed by various facility operators. The Group has no rights of determination or control over the use of the facilities. The benefit accruing from the vPPAs is the Group receives certificates as proof of origin of electricity from renewable energies, and in return pays a periodical financial flow to the developer if the respective spot electricity price falls below an agreed floor price. The Group accounts for all vPPAs at fair value within non-current derivative financial instruments. The valuations apply a Black Scholes model, using key data input for the risk-free rate ranging from 2% to 2.1%, with estimates for volatility ranging from 10% to 49%. The combined estimated fair market value at June 30, 2025 for all vPPAs was a net $26 million liability (December, 31 2024: $2 million net liability). Changes in the valuation of the vPPAs of $24 million have been reflected within net finance expense for the six months ended June 30, 2025 (June 30, 2024: $11 million). An increase or decrease in respective estimates for volatility of 5% would result in an increase or decrease in the combined fair market value as at June 30, 2025, of approximately $2 million (December, 31 2024: $2 million). Fair value methodology There has been no change to the fair value hierarchies for determining and disclosing the fair value of financial instruments. Fair values are calculated as follows: (i) Senior Secured Green Notes, Senior Secured Notes, Senior Secured Term Loans, Senior Notes and Senior Green Notes – the fair value of debt securities in issue is based on valuation techniques in which all significant inputs are based on observable market data and represent Level 2 inputs. (ii) Global Asset Based Loan Facilities and other borrowings – the fair values of the borrowings in issue is based on valuation techniques in which all significant inputs are based on observable market data and represent Level 2 inputs. (iii) CCIRS – the fair values of the CCIRS are based on quoted market prices and represent Level 2 inputs. (iv) Commodity and foreign exchange derivatives – the fair values of these derivatives are based on quoted market prices and represent Level 2 inputs. (v) Private and Public Warrants - the fair value of the Private Warrants is based on a valuation technique using an unobservable volatility assumption which represents a Level 3 input, whereas the fair value of the Public Warrants is based on an observable market price and represents a Level 1 input. (vi) Virtual power purchase agreement – the fair value of the embedded derivative (floor price) in the virtual power purchase agreement is based on a valuation technique using an unobservable volatility assumption which represents a Level 3 input. 11. Employee benefit obligations Employee benefit obligations at June 30, 2025 have been remeasured in respect of the latest discount rates, inflation rates and asset valuations. A net re-measurement gain of $12 million and gain of $14 million (2024: gain of $15 million and gain of $30 million) has been recognized in the unaudited consolidated interim statement of comprehensive income for the three and six months ended June 30, 2025 respectively. The remeasurement gain of $12 million recognized for the three months ended June 30, 2025 consisted of an increase in assets of $15 million (2024: decrease of $14 million), partly offset by an increase in obligations of $3 million (2024: decrease of $29 million). The remeasurement gain of $14 million recognized for the six months ended June 30, 2025 consisted of a decrease in obligations of $7 million (2024: decrease of $55 million), and an increase in asset valuations of $7 million (2024: decrease of $25 million).
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Ardagh Group S.A. 33 12. Other liabilities and provisions At June 30, At December 31, 2025 2024 $'m $'m Provisions Current 122 100 Non-current 112 102 Other liabilities Non-current 11 8 245 210 Other Liabilities AMPSA warrants are exercisable for the purchase of ordinary shares in AMPSA at an exercise price of $11.50 over a five-year period. In accordance with IAS 32, those warrants have been recognized as a financial liability measured at fair value in the consolidated interim financial statements. For certain warrants issued to the former sponsors of Gores Holdings V, Inc., (“Private Warrants”) a valuation was performed for the purpose of determining the financial liability. The valuation applied a Black Scholes model, using a key data input for the risk-free rate (4%), (December 31, 2024: risk- free rate 4%), with estimates for volatility (51%) (December 31, 2024: volatility 59%) and dividend yield. All other outstanding warrants (“Public Warrants”) were valued using the traded closing prices of the AMPSA warrants. The estimated valuations of the liability at June 30, 2025, and December 31, 2024, were $1 million. Changes in the valuation of the Public and Private Warrants of $nil million have been reflected as exceptional finance expense within net finance expense for the six months ended June 30, 2025 (June 30, 2024: $1 million exceptional finance income). Any increase or decrease in volatility of 5% would not result in a significant change in the fair value of the Private Warrants at June 30, 2025 (December 31, 2024: $nil). In conjunction with the NOMOQ acquisition completed in February 2023, the Group has entered into put and call option arrangements for the acquisition of the outstanding non-controlling interest (“NCI”), part of which are treated as a compensation arrangement for accounting purposes, and could result in future payments to the holders of such NCI, depending on the future performance of NOMOQ. The Group has recognized the fair value of the obligation at June 30, 2025 of $10 million (December 31, 2024: $7 million) within other liabilities and provisions. 13. Cash from operating activities Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 $'m $'m $'m $'m Loss from operations (46) (205) (209) (341) Income tax charge 21 30 17 21 Net finance expense 149 151 312 289 Depreciation and amortization 228 221 444 443 Exceptional operating items 29 188 104 203 Share of post-tax loss/(profit) in equity accounted joint venture 7 (2) 10 22 Movement in working capital 16 100 (421) (358) Transaction-related, start-up and other exceptional costs paid (49) (25) (65) (67) Cash from operations 355 458 192 212
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Ardagh Group S.A. 34 14. Non-controlling interests Non-controlling interests principally represent approximately 24% of the ordinary shares in the Group’s subsidiary AMPSA as at June 30, 2025 (December 31, 2024: 24%), in addition to non-controlling interests related to the acquisition of NOMOQ. The total equity attributable to non-controlling interests at June 30, 2025 is a deficit of $131 million (December 31, 2024: deficit of $97 million). Dividends of $29 million were paid to non-controlling interests during the six months ended June 30, 2025 (2024: $29 million). Summarized financial information for AMPSA, as at the date these unaudited consolidated interim financial statements were authorized for issue, is set out below: Six months ended June 30, 2025 2024 $'m $'m Loss for the period – (10) Cash flows from/(used in) operating activities (100) (104) At June 30, At December 31, 2025 2024 $'m $'m Current assets 1,575 1,630 Non-current assets 3,913 3,832 Current liabilities (1,476) (1,448) Non-current liabilities (4,330) (4,150) Total Equity (318) (136) 15. Dividends Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 $'m $'m $'m $'m Cash dividends on ordinary shares declared and paid by AMPSA: Interim dividend to NCI: $0.10 per share — — (14) (14) Interim dividend to NCI: $0.10 per share (15) (15) (15) (15) Cash dividends on ordinary shares declared and paid: Interim dividend — (108) — (108) (15) (123) (29) (137) Dividends approved and paid by AMPSA resulted in a cash outflow of $29 million from the Group to non- controlling interests for the six months ended June 30, 2025 (2024: $29 million). Dividends approved in 2025 On February 25, 2025, the board of Directors of AMPSA 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 April 22, 2025, the board of Directors of AMPSA 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.
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Ardagh Group S.A. 35 Dividends approved in the six months ended June 30, 2024 On February 20, 2024, the board of Directors of AMPSA 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 April 9, 2024, the Board approved a special dividend of $0.49 per common share. The special dividend of $108 million was paid on April 30, 2024 to shareholders of record on April 20, 2024. On April 23, 2024, the board of Directors of AMPSA 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. 16. Related party transactions At June 30, 2025, the Group had a related party loan receivable of $3 million (December 31, 2024: $3 million receivable) with ARD Holdings S.A. and $2 million owing from related party joint ventures (December 31, 2024: $1 million). At June 30, 2025, the Group had a $7 million (December 31, 2024: $5 million) investment in a venture capital fund (the “Fund”) established to invest in high-growth beverage and food brands, where a director of the Company owns a significant interest in the Fund’s general partner and investment manager. Details of related party transactions in respect of the year ended December 31, 2024 are contained in Note 26 to the consolidated financial statements in the Group’s Annual Report for the year ended December 31, 2024. There were no other significant related party transactions in the six months ended June 30, 2025. 17. Contingencies Environmental issues The Group is regulated under various national and local environmental, occupational health and safety and other governmental laws and regulations relating to: the operation of installations for manufacturing of container glass; the operation of installations for manufacturing of metal packaging and surface treatment using solvents; the generation, storage, handling, use and transportation of hazardous materials; the emission of substances and physical agents into the environment; the discharge of waste water and disposal of waste; the remediation of contamination; the design, characteristics, collection and recycling of its packaging products; and the manufacturing, sale and servicing of machinery and equipment for the container glass and metal packaging industry. The Group believes, based on current information, that it is in substantial compliance with applicable environmental laws and regulations and permit requirements. It does not believe it will be required, under existing or anticipated future environmental laws and regulations, to expend amounts, over and above the amounts accrued, which will have a material effect on its business, financial condition or results of operations or cash flows. In addition, no material proceedings against the Group arising under environmental laws are pending. Finally, the Group believes that the potential
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Ardagh Group S.A. 36 impact of climate change, including permit compliance, property damage and business disruption, on the Group has not resulted in a contingent obligation at June 30, 2025. Legal matters On March 11, 2025, certain holders of the Group’s 4.750% Senior Notes due 2027 issued proceedings against certain members of the Group, challenging certain historical transactions of the Group, as well as the indicative terms of a potential, not agreed, recapitalization transaction that had been discussed with certain of the Group’s noteholders. The Company strongly believes that the complaint is without merit and intends to vigorously defend against the proceedings. With the exception of the above legal matter, the Group is involved in certain legal proceedings arising in the normal course of its business. The Group believes that none of these proceedings, either individually or in aggregate, are expected to have a material adverse effect on its business, financial condition, results of operations or cash flows. 18. Seasonality of operations The Group’s revenue and cash flows are both subject to seasonal fluctuations, with the Group generally building inventories in anticipation of these seasonal demands resulting in working capital requirements typically being the greatest at the end of the first quarter of the year. The demand for our metal beverage products is strongest during spells of warm weather and therefore demand typically peaks during the summer months, as well as in the period leading up to holidays in December. Demand for beverage products within our Glass Packaging business is similarly strongest during the summer and during periods of warm weather, as well as during the period leading up to holidays in December. The Group manages the seasonality of working capital principally by supplementing operating cash flows principally with drawings under our Global Asset Based Loan Facilities. 19. Events after the reporting period Dividends declared On July 22, 2025, the AMPSA Board approved an interim cash dividend of $0.10 per ordinary share. The interim cash dividend will be paid on August 19, 2025 to shareholders of record on August 7, 2025. On July 21, 2025, AMPSA signed an agreement to extend the maturity date of the Global Asset Based Loan Facility from August 6, 2026 to April 30, 2027. Agreed Recapitalization Transaction On July 28, 2025, Ardagh Group S.A. announced that it has agreed a comprehensive recapitalization transaction (the “Agreed Recapitalization Transaction”) with its largest financial stakeholders, including its controlling shareholder (the “Existing Sponsor”) and creditors representing approximately 75% by value of its senior secured notes (“SSNs”), over 90% by value of its senior unsecured notes (“SUNs”), and over 60% by value of the senior secured toggle notes due 2027 issued by ARD Finance S.A. (“PIK Notes”), as collectively held by certain members of an ad hoc group owning a majority of the SUNs (“SUN Group”) and certain members of another ad hoc group owning a majority of the SSNs (“SSN Group”). Key highlights of the Agreed Recapitalization Transaction include:
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Ardagh Group S.A. 37 significant deleveraging through a debt-for-equity swap of the Group’s SUNs ($2.3 billion) and PIK Notes issued by ARD Finance S.A. ($2.0 billion), representing a combined $4.3 billion in obligations as at June 30, 2025, strengthening the balance sheet and reducing the debt burden; provision of $1.5 billion in new capital, with a maturity of December 2030, to refinance existing debt facilities, to fund payment of the purchase price to existing shareholders for the sale of Yeoman Capital S.A. to the new equity holders, and for general corporate purposes, fully backstopped by certain members of the SSN Group and SUN Group; extension of existing Ardagh Glass Packaging bond maturities by over four years to December 2030, providing strong visibility and enhancing our liquidity position; transfer of ownership of the Group to a syndicate of long-term investors in our business, comprising major financial institutions and funds, who have also committed to providing the new capital; and Glass Packaging and Metal Packaging businesses remain under common ownership of Ardagh Group. The Agreed Recapitalization Transaction is expected to complete by September 30, 2025, and will be subject to regulatory approvals and other customary conditions. Upon completion of the Agreed Recapitalization Transaction, assuming full participation, holders of the SUNs will become the majority shareholders of the Group, receiving 92.5% of the equity in the Group, and holders of the PIK Notes will hold 7.5% of the equity in the Group. Holders of the SSNs will exchange into new takeback second lien paper, with a maturity of December 2030 and benefiting from a second lien claim on a security package comprising all encumbered and unencumbered assets. The Company’s objective is to implement the Agreed Recapitalization Transaction on a fully consensual basis under the terms of the existing indentures, which requires participation by holders representing at least 90% of each series of its SSNs, SUNs and PIK Notes (“Participation Milestone”). Alternative implementation options, including UK schemes of arrangement, are available to implement the Agreed Recapitalization Transaction if the Participation Milestone is not met by pre-agreed deadlines. Early Bird Fees In each case, subject to achieving the Participation Milestone: holders of SSNs who accede to the TSA by August 11, 2025 (unless otherwise extended) (the “Early Consent Fee Deadline”) will exchange into the new takeback second lien paper at par, whilst holders who do not accede to the TSA by August 11, 2025, will exchange at 80 cents; holders of SUNs who accede to the TSA by the Early Consent Fee Deadline will be entitled to receive 30% of the 92.5% equity in the Group as an early bird consent fee, pro rata to their holdings relative to participating holdings at that date. The remaining 70% of the 92.5% equity in the Group will be allocated to SUN holders pro rata to their holdings; and holders of PIK Notes who accede to the TSA by the Early Consent Fee Deadline will be entitled to receive 30% of the 7.5% equity in the Group as an early bird consent fee, pro rata to their holdings relative to participating holdings at that date. The remaining 70% of the 7.5% equity in the Group will be allocated to holders of PIK Notes pro rata to their holdings.
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Ardagh Group S.A. 38 The Agreed Recapitalization Transaction has no impact on the public listing or capital structure of Ardagh Metal Packaging S.A. (“AMP”, NYSE: AMBP), which will remain a subsidiary of Ardagh Group. Ownership of Ardagh Group, AMP’s 76% shareholder, will transfer to holders of the SUNs and PIK Notes on completion of this transaction. The Transaction Support Agreement The Company has entered into a transaction support agreement (“TSA”) with certain members of the SSN Group, certain members of the SUN Group, and the Existing Sponsor which establishes a framework for the implementation of the Agreed Recapitalization Transaction. The TSA provides customary terms committing the parties to support the Agreed Recapitalization Transaction, subject to the terms and conditions set forth therein, including the achievement of certain agreed milestones.
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Ardagh Group S.A. 39 Cautionary Statement Regarding Forward-Looking Statements Forward-looking statements are not historical facts and are inherently subject to known and unknown risks and uncertainties, many of which may be beyond our control. Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward-looking statements. Any forward-looking statements in this report are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions, expected future developments, and other factors we believe are appropriate in the circumstances. It is possible actual events could differ materially from those made in or suggested by the forward-looking statements in this report from our current expectations and projections about future events at the time due to a variety of factors including, but not limited to, the following: changes in the political, credit, financial and/or economic environment in which we operate, which could have a material adverse effect on our business, such as reducing demand for our products; competition from other metal packaging and glass packaging producers and alternative forms of packaging; increases in metal beverage cans and/or glass container manufacturing capacity without corresponding increases in demand; concentration of our customers and further consolidation of our existing customer base; changes in our customers’ strategic choices, such as whether to prioritize price or volume requirements; varied seasonal demands for our products and unseasonable weather conditions; availability and any increase in the costs of raw materials, including as a result of changes in tariffs and duties and our inability to fully pass-through input costs; stability of energy supply and increase in energy prices, including in Europe as a result of the ongoing Russia-Ukraine war; currency, interest rate and commodity price fluctuations; interruption in the operations of our production facilities; high levels of maintenance capital expenditure; reliance on our suppliers and their ability to make timely deliveries due to factors such as supply chain disruption; future acquisitions, including with respect to successful integration; difficulty in making period-to-period comparisons of our results of operations; a significant write down of goodwill; carrying value of Trivium equity accounted joint venture; indemnification obligations relating to our divestments; data protection, data breaches, cyber attacks on our information technology systems and network disruptions, including the costs and reputational harm associated with such events; impact of climate change, both physical and transitional as well as those associated with the failure to meet our sustainability targets; environmental, health and safety concerns, as well as legal, regulatory or other measures to address such concerns and associated costs to us; legislation and regulation, including costs of compliance and changes to laws and regulations governing our business; operations in emerging and other less developed markets; workplace injury and illness claims at our production facilities; litigation, arbitration and other proceedings; changes in consumer lifestyle, nutritional preferences, health-related concerns and consumer taxation; costs and future funding obligations associated with post-retirement benefits provided to our employees; organized strikes or work stoppages by our unionized employees; failure of our control measures and systems that result in faulty or contaminated products; non-existent, insufficient or prohibitively expensive insurance coverage; dependence on our executive and senior management, and personnel; and other risks and uncertainties described in the risk factors described in our most recent annual report. Any forward-looking statements in this document are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions, expected future developments, and other factors we believe are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. In addition, new risk factors and uncertainties emerge from time to time, and it is not possible for us to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual events to differ materially from those contained in any forward-looking statements. Therefore, you are cautioned not to place undue reliance on these forward-looking statements. While we continually review trends and uncertainties affecting our results of operations and financial condition, we do not assume any obligation to update or supplement any particular forward-looking statements contained in this report. This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014. The person responsible for the release of this information on behalf of Ardagh Packaging Finance plc and Ardagh Holdings USA Inc. is John Sheehan, Chief Financial Officer.
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