This Annual Report may contain estimates and “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 Annual 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 that actual events could differ materially from those made in or suggested by the forward-looking statements in this Annual 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:
| ● | an increase in metal beverage can manufacturing capacity without a corresponding increase in demand; |
| ● | competition from other metal packaging producers and alternative forms of packaging; |
| ● | concentration of our customers or changes in our customers’ strategic choices, such as whether to prioritize price or volume requirements; |
| ● | a significant write-down of goodwill; |
| ● | varied seasonal demands for our products and unseasonable weather conditions; |
| ● | changes in consumer lifestyle, nutritional preferences, health-related concerns and consumer taxation; |
| ● | further consolidation of our existing customer base; |
| ● | 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 (as defined below); |
| ● | reliance on our suppliers and their ability to make timely deliveries due to factors such as supply chain disruption; |
| ● | changes in the economic, political, credit, and/or financial environment in which we operate, which could have a material adverse effect on our business, such as reducing demand for our products; |
| ● | currency, interest rate and commodity price fluctuations; |
| ● | any future pandemics or disease outbreaks that may have adverse impacts on worldwide economic activity and our business; |
| ● | interruption in the operations of our production facilities including through infrastructure failure caused by physical damage; |
| ● | acquisitions, including with respect to successful integration; |
| ● | organized strikes or work stoppages by our unionized employees; |
| ● | dependence on our executive and senior management, and highly skilled personnel; |
| ● | costs and future funding obligations associated with post-retirement benefits provided to our employees; |
| ● | data protection, data breaches, cyberattacks on our IT 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; |
| ● | workplace injury and illness claims at our production facilities; |
| ● | failure of our control measures and systems that result in faulty or contaminated products and potential related reputational risk; |
| ● | litigation, arbitration and other proceedings; |
| ● | non-existent, insufficient or prohibitively expensive insurance coverage; |
| ● | failure to maintain an effective system of disclosure controls and internal controls over financial reporting; |
| ● | our capital structure, including our substantial debt profile, ability to raise new financing or refinance existing financing, and ability to comply with the covenants in our financing agreements; and |
| ● | other risks and uncertainties described herein, including those under “Item 3. Key Information—D. Risk Factors.” |
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 Annual Report.
