REG - Bunzl PLC - Final Results
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RNS Number : 8070U Bunzl PLC 02 March 2026
02 March 2026
ANNUAL RESULTS ANNOUNCEMENT
2025 adjusted operating profit in-line with expectations; good progress on
actions taken to improve performance; 2026 outlook reiterated
Bunzl plc, the specialist international distribution and services Group, today
publishes its annual results for the year ended 31 December 2025.
Growth
Growth as at constant
Financial results 2025 2024 reported exchange rates*
Revenue £11,845.4m £11,776.4m 0.6% 3.0%
Adjusted operating profit* £910.3m £976.1m (6.7)% (4.3)%
Adjusted profit before income tax* £787.1m £872.9m (9.8)% (7.4)%
Adjusted earnings per share* (†) 179.3p 194.3p (7.7)% (5.2)%
Dividend for the year(∆) 74.1p 73.9p 0.3%
Statutory results
Operating profit £735.3m £799.3m (8.0)%
Profit before income tax £620.5m £673.6m (7.9)%
Basic earnings per share(†) 141.5p 149.6p (5.4)%
Highlights include:
· Revenue increased by 3.0% at constant exchange rates*, driven by acquisitions;
underlying revenue growth of 0.4%, with 0.9% underlying revenue growth in the
second half of the year
· Adjusted operating profit* decreased by 4.3% at constant exchange rates* to
£910.3m; operating margin declined by 0.6 percentage points from 8.3% to 7.7%
· The year-on-year decline in the Group's second half operating margin moderated
to 0.3 percentage points, from 8.6% in the prior period to 8.3%, with an
improved operational performance in our largest business in North America,
operating margin stabilisation in Continental Europe, and margin expansion in
the UK & Ireland
· Adjusted operating profit over the year includes a £7.8m credit related to
prior years' share-based awards^. Excluding this credit, adjusted operating
profit was £902.5m and operating margin was 7.6%
· Adjusted earnings per share* decreased by 5.2% at constant exchange rates*
· Strong cash conversion of 95%; free cash flow generation of £579 million, an
8.7% decline; adjusted net debt to EBITDA* of 2.0 times at the end of the year
· 0.3% increase in the total dividend; dividend per share has grown at a 9% CAGR
since 2004
· Eight acquisitions announced with committed spend of £132 million;
significantly lower level of spend following a strong year in 2024; pipeline
remains active and we see an improving outlook for acquisitions in 2026
· £200m share buyback completed during 2025
· 2026 outlook reiterated: moderate revenue growth at constant exchange rates*;
operating margin slightly down year-on-year
Commenting on today's results, Frank van Zanten, Chief Executive Officer of
Bunzl, said:
"I am pleased with how the Group has responded to what has proven to be a
challenging year for Bunzl; our people have shown great agility to be able to
deliver on the revised expectations we set out in April 2025. Our 2026
guidance for a more stable profit outlook remains unchanged and provides a
foundation from which to deliver long-term profitable growth.
The fundamentals of Bunzl's business model are robust and I am confident in
our ability to generate resilient, compounding growth over the medium-term,
leveraging our scale advantage, entrepreneurial culture and ability to deploy
strong cash generation to further consolidate our fragmented global
markets."
* Alternative performance measure (see Note 2)
∆ The Board is recommending a 2025 final dividend of 53.9p per share.
Including the 2025 interim dividend per share of 20.2p the total dividend per
share of 74.1p represents a 0.3% increase compared to the 2024 total dividend
per share.
(†) After excluding £0.6m of profit for the year attributable to a
non-controlling interest within our Nisbets business
^ Share-based payment credit due to the reversal of prior year charges related
to awards made in 2023 and 2024 which have been impacted by the Group's
performance in 2025
Strategic progress:
· Actions focused on improving performance in our largest business, North
America Distribution, included: leadership changes, re-balanced
decision-making between central and local teams, cost saving actions, improved
branded supplier engagement, and further own brand launches. Actions have
driven operational improvement in the second half
· Continental Europe operating margin stabilised in the second half, supported
by an enhanced focus on reducing costs to offset inflation, and on new
business pipeline management
· Own brand revenue penetration increased to 30% (2024: 28%) and digital orders
grew to 76% of orders (2024: 75%≠)
· Eight acquisitions completed in the year, across seven countries and four
market sectors
· We continue to drive operating efficiencies with 36 warehouse consolidations
and relocations, including a large consolidation project in France;
significant level of activity and ahead of the 19 consolidations and
relocations in 2024
· 71% Trust Index score, a measurement achieved as part of the Great Place to
Work survey; a strong and pleasing result to maintain, given employee
satisfaction supports our continual focus on delivering a high level of
customer service
Business area highlights:
Revenue (£m) Growth at constant exchange(*) Underlying revenue growth(*) Adjusted operating profit* (£m) Growth at constant exchange* Operating margin*
2025 2024
2025 2024 2025 2024
North America 6,276.7 6,568.1 (1.2)% (0.3)% 440.5 515.6 (11.5)% 7.0% 7.9%
Continental Europe 2,442.0 2,377.1 2.5% 0.3% 204.7 210.8 (3.6)% 8.4% 8.9%
UK & Ireland 1,883.6 1,625.8 15.9% 1.4% 153.1 135.1 13.3% 8.1% 8.3%
Rest of the World 1,243.1 1,205.4 9.1% 3.5% 145.3 146.2 5.4% 11.7% 12.1%
· North America: Revenue decline at constant exchange rates driven by the
disposal of R3 Safety, with underlying revenue broadly flat. Adjusted
operating profit impacted by execution challenges in our largest business that
primarily services foodservice and grocery customers, in a macroeconomic
environment that became more challenging through the year. Despite the
backdrop, actions taken to improve performance drove a moderation in the
year-on-year margin decline in this business in the second half and delivered
better-than-expected new business wins. Offsetting this business' improvement
in the second half has been increased demand pressure in other businesses,
notably our food processor and convenience store businesses and foodservice
and grocery businesses in Mexico. The safety, retail and Canadian businesses
within the business area were less negatively impacted in 2025
· Continental Europe: Revenue growth driven by acquisitions, with underlying
revenue broadly flat. Despite a resilient performance in the Netherlands and
moderate growth in Spain over the year, and the benefit of acquisitions,
operating margin was primarily impacted by performance in France in the first
half, where ongoing price deflation, reflective of post Covid-19 pricing
normalisation, and a weak economy continued to be compounded by operating cost
inflation, which has been seen since the second half of 2024. Operating margin
in the second half of the year across Continental Europe was stable
year-on-year, supported by actions taken to improve performance and easier
comparatives, with France also delivering a more stable margin
· UK & Ireland: Very strong revenue growth, driven by the acquisition of
Nisbets and supported by underlying volume growth. A reduction in operating
margin was driven by the impact in the first half of consolidating a
seasonally lower margin period of Nisbets, which was acquired in May 2024.
While our cleaning & hygiene and care businesses were impacted by
continued deflation, this was more than offset by a good performance in our
foodservice businesses. The improvement in operating margin in the second half
was driven by greater than anticipated synergy benefits and an improved
performance at Nisbets
· Rest of the World: Asia Pacific delivered very strong revenue and profit
growth, supported acquisitions and organic performance, with the healthcare
sector, which benefited from new business wins, a key driver. Brazil was
impacted by challenges in fully passing through currency-related product cost
increases in a weaker industrial market, which led to an operating margin
reduction. This impacted the Rest of the World operating margin overall,
although it remains strong
Outlook
We reiterate our guidance for 2026:
· With economic and geopolitical uncertainties expected to continue, the Group
expects moderate revenue growth in 2026, at constant exchange rates*, driven
by some underlying revenue growth and a small benefit from announced
acquisitions
· Group operating margin* is expected to be slightly down year-on-year compared
to 7.6%^ in 2025
· Other guidance items: net finance expenses of around £125 million; full year
effective tax rate of around 26.0%
* Alternative performance measure (see Note 2)
≠ Excluding acquisitions made in 2024
^ After excluding an £8 million share-based payment credit due to the
reversal of prior year charges related to awards made in 2023 and 2024 which
have been impacted by the Group's performance in 2025
Enquiries:
Bunzl plc Teneo
Frank van Zanten, Chief Executive Officer Martin Robinson
Richard Howes, Chief Financial Officer Kate Somerville
Sunita Entwisle, Head of Investor Relations and Communications Tel: +44 (0)20 7353 4200
Tel: +44 (0)20 7725 5000
Note: A live webcast of today's presentation to analysts will be available on
www.bunzl.com, commencing at 9.30 am.
CHAIRMAN'S STATEMENT
Bunzl is proud of its long history of delivering consistent compounding
growth; however, 2025 was a challenging year for the Group against a weak end
market backdrop. The Board recognises that the Group's operational performance
and share price development did not meet expectations. Throughout the year,
the Board has maintained rigorous oversight of the business, working closely
with management to address the difficulties encountered, particularly in North
America. Decisive actions have been taken, including targeted organisational
and operational changes, to restore stability and strengthen execution.
Progress is being continually monitored by the Board, and we remain firmly
focused on safeguarding the long-term resilience of the business model and
delivering sustainable value for shareholders.
In 2025, at constant exchange rates, Bunzl delivered revenue growth of 3.0%
and an adjusted operating profit decline of 4.3%, despite a positive
contribution from acquisitions. Bunzl's performance was strongly impacted by
execution issues in our largest business in North America, following a large
organisational change, and alongside a difficult macroeconomic backdrop. This
was compounded further by global macroeconomic uncertainty, which negatively
affected business and consumer sentiment and increased pressure on certain
larger end markets. Throughout the year, the Group has been very focused on
taking actions to improve performance against this backdrop and,
encouragingly, the impact of these actions supported an improved performance
in the second half compared to the first half, and the Group achieved the
profit guidance it set out in April 2025. Whilst the macroeconomic outlook
remains uncertain, I am pleased to see good momentum with business wins
towards the end of the year and underlying revenue growth in the second half
across the Group. Bunzl has strengthened focus on revenue growth and
incremental operating cost opportunities and looking to 2026, expects both to
support a continuation of underlying revenue growth and a more stable adjusted
operating profit outlook.
Bolt-on acquisitions at attractive multiples, and subsequently strong returns,
continue to be a focus for the Group, with significant opportunity remaining
to consolidate highly fragmented markets. We completed eight acquisitions over
the year, across seven countries and four core sectors, each of which supports
Bunzl's strategic development. In 2025, acquisitions enabled us to enter the
Chilean healthcare market and establish a physical footprint in Slovakia.
After a strong year in 2024, 2025 was a slower year for total spend, with a
committed spend of £132 million, reflective of the impact of the
macroeconomic environment. Our pipeline remains active, with conversations
ongoing with a number of attractive businesses, and we see an improving
outlook for acquisitions in 2026.
The attractive fundamentals of the Bunzl business model remain unchanged, with
strong customer retention, a value-added and service-led proposition, breadth
and depth of supplier relationships, and consistently strong cash generation.
Furthermore, the Group remains committed to delivering long-term compounding
growth. I have great confidence that the entrepreneurialism of our people,
supported by the diversification of our portfolio, and the fundamentally
resilient nature of the Group, will continue to deliver long-term growth and
shareholder value.
People and culture
Bunzl's most prized asset is its people whose entrepreneurial spirit, agility
and dedication ensure the delivery of exceptional service to our customers as
well as fuelling the innovation and operational excellence that underpin the
Group's ongoing success. Following the expansion of the external 'Great Place
to Work' survey to all businesses in 2024, the Group again sought
accreditation in 2025 with 81% of operating companies achieving the
certification, compared to 76% in 2024. The Group's Trust Index score of 71%
was unchanged from 2024, remaining at a high level and demonstrating that our
people continue to find Bunzl a fulfilling place to work and trust the company
and its leadership, although business leaders across the Group are focused on
building further on this base. Strong employee engagement is key to our
proposition, as it supports our delivery of a high level of customer service.
Sustainability
Sustainability has become an essential part of how we support our customers.
In 2025, we presented our differentiated sustainability value proposition to
more than 300 existing large customers where we see significant potential for
growth, as part of our efforts to demonstrate how our sustainability expertise
and solutions can support their growth. With a strong focus across the Group
on driving organic growth, this demonstrates how the Group is continuously
developing its value-added offering to support this key objective. The
business has won significant contracts in 2025, supported by Bunzl's
sustainability offering. Furthermore, in 2025 we saw a 2 percentage point
improvement in our carbon efficiency compared to 2024 and met the target we
set out in 2021 for 90% of the Group's spend on products from high risk
regions to be sourced from assessed and compliant suppliers.
Shareholder returns
The Board is recommending a final dividend of 53.9p, 0.2% higher than the
prior year, resulting in a full year dividend of 74.1p. This represents a 0.3%
increase in the total dividend compared to 2024 and is Bunzl's 33(rd)
consecutive year of annual dividend growth, with a CAGR of 9% over this
period. The Group's dividend cover reduced slightly to 2.4 times from 2.6
times, with the level of cover supportive of sustainable annual dividend
growth. Furthermore, the Group completed a £200 million share buyback
programme over the year.
The Group ended the year with adjusted net debt to EBITDA of 2.0 times, the
lower end of our target range of 2.0 to 2.5 times. The Group remains very cash
generative, and our capital allocation priorities are unchanged. We favour
value-accretive bolt-on acquisitions, after investment in the business and our
progressive dividend, supported by the attractive valuations and subsequent
returns we can achieve. Since 2004, Bunzl has committed £6.2 billion in
acquisitions to support a growth strategy that has delivered an annual
adjusted earnings per share CAGR of c.9%, and has also returned £3.1 billion
to shareholders through dividends and share buybacks.
Governance
Lloyd Pitchford stepped down from the Board at the conclusion of Bunzl's
Annual General Meeting ('AGM') on 23 April 2025. Lloyd's independent advice
and wise counsel have been greatly appreciated, and he leaves the Board with
the Company's gratitude and best wishes. Julia Wilson and Daniela Barone
Soares were appointed as non-executive directors on 16 December 2024, with
Julia succeeding Lloyd as Audit Committee Chair.
CHIEF EXECUTIVE'S REVIEW
Overview
2025 was a challenging year for Bunzl, with execution issues in our largest
business, Bunzl North America Distribution, ("Distribution"), related to a new
organisational model, amplified by a challenging market backdrop. Globally,
our businesses felt the impact of significant macroeconomic uncertainty and
the pressure it put on business and consumer sentiment. Trading in our North
America business area was further compounded by supply chain disruption
related to tariffs, as well as the weighting to sectors such as foodservice
and convenience stores that felt a more significant impact from the economic
environment. Against this backdrop, we have strengthened our focus on organic
revenue growth and incremental operating cost opportunities to support our
performance.
Whilst underlying revenue returned to growth, increasing by 0.4% compared to
2024, and the pressure on revenue from deflation abated, our operating margin
declined from 8.3% to 7.7%, driven by our Distribution business, and
market-driven weakness in some of our other larger businesses. However, we saw
a better performance in the second half of the year, with underlying revenue
growth of 0.9% and a moderated decline in margin. Operating margin in the
second half declined from 8.6% in the prior year period to 8.3%, compared to a
decline from 8.0% to 7.0% in the first half. This reduced operating margin
decline in the second half was driven by margin growth in our UK & Ireland
business, supported by strong Nisbets' synergies, year-on-year stabilisation
of the Continental Europe operating margin, and a moderation of the margin
decline in our North America Distribution business. The moderation in margin
decline across Distribution and Continental Europe was supported by decisive
actions we have taken to improve performance in both business areas, including
actions to re-establish local commercial agility in Distribution and to
deliver new business wins. I am pleased that we have made progress, as
demonstrated by the better-than-expected business wins and improved service
levels in the second half of the year in North America.
The Group's progress in the second half was partially limited by further
demand weakness in other North America businesses, most notably our food
processor and convenience store businesses, as well as our businesses in
Mexico and Brazil. However, we continued to see good growth in Asia Pacific,
and delivered a resilient performance in the Netherlands and Spain, two large
European markets.
While markets remain uncertain, we expect to see continued underlying revenue
growth and a more stable profit outlook in 2026, with this expected to be a
foundation for future profit growth. Furthermore, we continue to see a
significant consolidation opportunity which provides strong growth upside, and
with the outlook for acquisitions already improving for 2026, I remain
confident in Bunzl's medium-term growth opportunity.
North America update
In North America, financial performance has been impacted by execution
challenges related to an operating model change in our Distribution business,
which primarily services grocery and foodservice customers. The difficult
macroeconomic environment and its impact on end users in the foodservice
sector amplified these issues.
The Distribution business is a well-established and scale business, with
market-leading positions in its chosen markets, and benefits from a national
footprint and good infrastructure, as well as the strength and depth of its
supply chain, efficient operations, high service levels and product expertise.
In order to strengthen Distribution's platform for longer-term growth, we
decided to move from a branch-based operations model with more than 40 general
managers overseeing the entirety of their own operations locally, to a sales
and operations model, which separates supply chain from sales activities. This
change was made to enhance our service and focus on sales development, and was
largely implemented by the start of 2024.
Whilst the Distribution business has seen good momentum with business wins
with national customers and a significant increase in our underpenetrated own
brand levels across both national and local customers since moving to the new
model, the business was impacted by a loss of speed and agility servicing
local customers, largely foodservice redistributors, due to greater
centralisation of processes, which resulted in lost share of wallet with some
customers. These issues were amplified by challenging end markets and
resulting price pressure from customers, with the business seeing lower than
anticipated volumes and own brand conversion. Separately, Distribution was
also impacted by the loss of a higher margin product category related to a
programme that is no longer available in an existing grocery customer's
stores, early in the year. This, combined with higher operational costs in the
first half, drove a significant decline in adjusted operating profit.
We took a series of decisive actions earlier in the year to improve
performance, including: leadership changes to re-energise our local
foodservice teams; cost saving actions which took effect from the second
quarter; a re-empowerment of our local teams through greater control on
pricing and inventory management; and an increased focus on preferred supplier
engagement to reinforce that own brand products are complementary to our
extensive range of third party products, alongside further own brand launches.
In the second half of 2025, against a more challenging market, whilst we saw
increased pressure outside of the Distribution business in other North America
businesses, we delivered a moderation in the Distribution business's
year-on-year operating margin decline. Our actions have led to: 1) more
motivated teams; 2) improved execution of the new organisational model, with
greater agility enabled for our local business; 3) significantly improved
service levels and availability of inventory; and 4) growth in own brand
penetration over the year as a whole, with further successful own brand
launches, alongside strengthened branded supplier relationships and an
increase in joint programmes targeting specific market opportunities. Overall,
Distribution saw good success with new business wins towards the end of the
year, supported by more robust sales pipeline management and the benefits that
the new organisational model provides. The business that has been won includes
both national grocery and foodservice customers, and represents new customer
relationships, as well as wallet share gains. Looking to 2026 and beyond, the
business continues to be committed to delivering benefits from the new
organisational model, with a focus on growing revenue and delivering a strong
proposition to both larger customers and local customers, and driving
long-term profitable growth.
Continental Europe update
In the first half of 2025, our Continental Europe business area continued to
be impacted by expected trends already seen in the second half of 2024. The
operating environment remained challenging, with France and certain online
businesses driving an operating margin decline year-on-year in the first half,
offsetting better performance in some other businesses. Actions taken to
improve performance were initiated in 2024 and included a strong focus on
operating cost initiatives, sourcing opportunities and new business pipeline
management. Over the year the business area saw good momentum with larger new
business wins and renewals, particularly supported by the strength of our
sustainability offering, and well managed operating cost inflation, supported
by cost actions taken in 2024. As a result, and alongside easier comparatives,
we delivered a stabilisation of year-on-year adjusted operating profit and
operating margin across Continental Europe in the second half of the year.
Operating performance
The commentary below is stated at constant exchange rates unless otherwise
highlighted.
Revenue
Group revenue increased by 3.0% to £11,845.4 million, driven by acquisitions.
Acquisition-related revenue growth of 3.3% was partially offset by a disposal
impact of 0.4%, resulting in 2.9% net acquisition growth. Underlying revenue
growth over the period was 0.4%, with moderate growth across Rest of the World
and the UK & Ireland largely countered by a very slight decline in North
America, and with both volumes and net inflation stable over the year. The
Group benefited from a small level of net inflation towards the end of the
year, driven by tariff-related price increases in North America, but continued
to see deflation in our cleaning & hygiene businesses in France and the
UK, despite some moderation through 2025. Underlying revenue growth improved
over the year and was stronger in the second half, growing at 0.9% compared to
a 0.2% decline in the first half, and was supported by new business wins and
underlying growth across all business areas, as well as the small net impact
from inflation. Revenue over the year also saw a negative impact from one less
trading day of 0.3%. Organic revenue growth, which is not adjusted for the
impact of the number of trading days in the year, was 0.1%.
Profit and earnings
Adjusted operating profit for the year was £910.3 million, a decline of 4.3%
compared to 2024, and operating margin was 7.7% compared to 8.3% in 2024. This
included a £7.8 million share-based payment credit due to the reversal of
prior year charges related to awards made in 2023 and 2024, which have been
impacted by the Group's performance in 2025. Excluding this one-off credit,
adjusted operating profit was £902.5 million and operating margin was 7.6%,
compared to 8.3% in 2024. Overall in 2025, operating margins were impacted by:
1) the margin decline seen in our Distribution business, resulting from
execution changes against a difficult macroeconomic backdrop; 2) market
challenges impacting other businesses in North America and in Brazil in
particular; and 3) the impact on our French business in the first half of the
year from deflation in our cleaning & hygiene businesses, reflective of a
post Covid-19 normalisation of pricing, and a weak economy, alongside
operating cost inflation and a relatively fixed cost base. The Group's
operating margin decline in the second half of the year moderated from 8.6% in
the prior year to 8.3%, compared to the decline from 8.0% to 7.0% in the first
half at actual exchange rates.
This moderation in year-on-year decline in the second half was driven by: 1)
margin expansion in the UK & Ireland, driven by good performance of the
foodservice businesses and supported by strong Nisbets synergies, compared to
the impact in the first half from consolidating a seasonally lower margin
period of Nisbets, which was acquired in May 2024; 2) stabilisation of the
Continental Europe margin, due to the benefit of actions taken and easier
prior year comparatives; and 3) actions taken in North America Distribution
which resulted in a more moderated margin decline in the second half. North
America's margin moderation was offset by increased weakness in some other
North America markets, whilst the Group was also impacted by continued market
softness in Brazil which began in Q2.
The Group's operating margin performance was driven by a decline in the
Group's underlying gross margin, although gross margin overall was unchanged
over the year at 28.8% at actual exchange rates as a result of acquisitions.
An increase in the operating costs to sales ratio from 20.5% to 21.1%, at
actual exchange rates, is largely driven by acquisitions and reflective of
their operating business models. Excluding acquisitions, the operating cost to
sales ratio was stable, supported by cost initiatives, as well as the
share-based payments credit. Operating cost inflation, overall, was at more
typical levels over the year, with wage inflation across North America, UK
& Ireland and Continental Europe being at normalised levels, which we
expect to remain the case in 2026. Property cost inflation, linked to lease
renewals, moderated from recent high levels, and fuel and freight inflation
was also moderate and supported by the annualisation of prior year contract
retendering in North America. We expect overall inflation to remain at these
more typical levels in 2026, and the Group remains strongly focused on
operational efficiency initiatives such as warehouse consolidations and
relocations, as well as digital investments, that can offset inflation.
Reported operating profit was £735.3 million, 5.7% lower than the prior year
(8.0% lower at actual exchange rates).
The adjusted net finance expense increased by £20.0 million to £123.2
million, driven by higher net debt during the period. We expect a net finance
expense of around £125 million in 2026. The effective tax rate of 26.0% was
higher than the 25.5% in 2024 primarily due to the absence of one-off benefits
from UK group relief included in 2024. The effective tax rate in 2026 is
expected to remain at 26.0%.
Adjusted profit for the year was £582.5 million, a decrease of 8.0%. Adjusted
earnings per share were 179.3p, a decrease of 5.2%, and basic earnings per
share were 141.5p, a decrease of 2.7%. Over the year the weighted average
number of shares reduced by 2.9%, reflective of share buybacks in 2024 and
2025, with the weighted number of ordinary shares in issue in 2025 being 324.6
million, compared to 334.4 million in 2024. The number of ordinary shares in
issue, less the shares held in trust, on 31 December 2025 was 321.0 million.
Cash and returns
The Group's cash generation continues to be strong, with 95% cash conversion
in 2025, ahead of our 90% target.
Compared to 2024, free cash flow decreased by 8.7% at actual exchange rates,
to £578.5 million, due to a decrease in operating profit and an increase in
net interest paid. The strength of our underlying free cash flow generation
continues to enable our investment in the business, progressive dividends,
self-funded value-accretive acquisitions and other capital allocation options.
Adjusted net debt to EBITDA, which excludes lease liabilities and includes
total deferred and contingent consideration, at 31 December 2025 was 2.0 times
and compares to 1.8 times at 31 December 2024.
Returns were lower than last year, driven by the Group's operating margin
decline, with return on average operating capital of 37.0% (43.2% at 31
December 2024), while return on invested capital was 13.0% (14.8% at 31
December 2024).
Strategy: Organic growth and operational efficiency
We remain committed to delivering growth through our compounding strategy
which focuses on organic growth, operational efficiency and acquisitions.
We continue to provide our customers with innovative products and services,
and to enhance our value-added proposition, for example, with our
sustainability offering. Furthermore, we continue to complement our continual
collaboration with our strategic third party branded supplier partners, with
the further development of our own brand offering to provide unparalleled
choice for our customers. The Group's own brand penetration increased to
c.30%, compared to c.28% in 2024, supported by the acquisition of Nisbets. We
have increased the proportion of digital sales, which accounted for 76% of
orders over the year, compared to 75% in 2024, which excluded acquisitions in
2024.
Pursuing operating efficiencies remains an important part of our strategy to
reduce the impact of operating cost inflation. In 2025, we partially offset
operating cost inflation through further optimisation of our warehouse
footprint with the consolidation of 27 warehouses and the relocation of an
additional 9. This included a large consolidation project in France, which
will reduce warehouses in our largest business in France from 15 in 2024 to
six in 2026, reducing operating costs but also enhancing service levels and
speed for customers. It demonstrates the level of activity across the Group to
drive operational efficiencies, and compares to 14 warehouse consolidations
and 5 relocations in 2024, a more typical annual level for Bunzl. Furthermore,
the business continues to look for opportunities to utilise technology to
drive efficiency, such as through investments in warehouse automation.
Strategy: acquisitions and disposals
Over 2025, we acquired eight new businesses across seven countries and four
sectors, which included our entry into Chilean healthcare, and established a
physical presence in Slovakia, enhancing our offering in the region. After a
record year in 2024, 2025 was a slower year for acquisition spend, with £132
million committed spend compared to an average over the last five years of
c.£460 million. This reflected the impact of the uncertain macroeconomic
environment on the timing of acquisitions, despite our active pipeline, as we
have seen on some occasions in our history. Typically, M&A activity
recovers quickly as uncertainty subsides and confidence improves, and we are
having ongoing conversations with a number of attractive businesses. We see an
improving outlook for acquisitions in 2026 and expect activity to be ahead of
2025 levels.
Bolt-on acquisitions, defined here as acquisitions with an enterprise value
below £200 million, at attractive multiples, continue to be a focus for
Bunzl, with their year one return on invested capital (defined as adjusted
operating profit based on share of ownership to enterprise value) typically
well ahead of project Weighted Average Cost of Capital ('WACC'). Since 2020 we
have spent an average of c.£300 million per annum on bolt-on deals, with an
average committed spend of £25 million for each business.
The strength of the Group's cash conversion and balance sheet continues to
enable the Group to self-fund further acquisitions, largely through cash
generated in the year. Our pipeline remains active, and we see significant
opportunities for continued acquisition growth in our existing markets, as
well as potential to expand into new markets.
The table below shows the acquisitions completed in 2025.
Acquisition Completion Description
Inpakomed March 2025 · Dutch business specialising in sterile product packaging solutions
for use in the medical and forensic markets
· Highly complementary to our existing business in the Netherlands
· Annualised revenue of £2.5 million in 2025
Quindesur July 2025 · Spanish distributor of foodservice and cleaning & hygiene
products, with a strong focus in Southern Spain
· Complements our existing businesses and strengthens our regional
presence
· Annualised revenue of £11.5 million in 2025
Hospitalia July 2025 · One of the largest healthcare distributors in Chile, distributes a
wide range of healthcare products, including those used in a surgical setting,
to both public and private hospitals
· Represents Bunzl's entry into the healthcare sector in Chile
· Annualised revenue of £21.2 million in 2025
Solupack July 2025 · Brazilian distributor of own brand packaging solutions to the food
industry
· Enhances our customer offering alongside our existing businesses
· Annualised revenue of £17.9 million in 2025
Guantes Internacionales (Gisa) August 2025 · Leading own brand personal protective equipment distributor based in
Mexico, with a strong focus on gloves
· Strong cross-selling opportunities with our existing business in the
US and Mexico
· Annualised revenue of £15.8 million in 2025
Caterline September 2025 · Distributor of commercial catering equipment in Ireland and Northern
Ireland
· Complements Bunzl's existing catering business
· Annualised revenue of £5.6 million in 2025
Anta y Jesus September 2025 · Leading regional distributor of cleaning & hygiene products in
the northwest of Spain
· Enhances Bunzl's cleaning & hygiene national offering and
geographical footprint
· Annualised revenue £4.7 million in 2025
Damito October 2025 · Distributor of cleaning & hygiene, personal protective equipment
and packaging in Slovakia
· Establishes Bunzl's physical presence in Slovakia
· Annualised revenue of £13.1 million in 2025
Bunzl continues to regularly review its portfolio of companies, and in January
2025 completed the disposal of our US R3 Safety business, Bunzl's only pure
wholesale safety business in the US, which generated revenue of c.£50 million
in 2024. Since 2022 the Group has disposed of four businesses with a total
annual revenue of c.£250 million and a combined low to mid single digit
operating margin. With a portfolio of around 150 operating companies, we
continue to review the portfolio on an ongoing basis.
Capital allocation and shareholder returns
Our capital allocation priorities remain unchanged and focused on the
following: 1) to invest in the business to support organic growth and
operational efficiencies; 2) to pay a progressive dividend; 3) to self-fund
value-accretive acquisitions; and 4) to distribute excess cash. After
investment in the business and our progressive dividend, we favour
value-accretive bolt-on acquisitions, supported by the valuations and
subsequent returns we can achieve and have achieved historically, but we will
actively review our priorities through the year. In the 21 years from 2004 to
2025, inclusive, Bunzl has committed £6.2 billion in acquisitions to support
a growth strategy that has delivered an annual adjusted earnings per share
CAGR between 2004 and 2025 of c.9%, and has returned £3.1 billion to
shareholders through dividends and the 2024 and 2025 share buybacks.
In December 2024 Bunzl announced a £200 million share buyback programme for
2025, which commenced at the start of 2025 and was completed by October 2025.
Outlook
With uncertainties relating to the wider macroeconomic and geopolitical
landscape expected to continue, the Group continues to expect moderate revenue
growth in 2026, at constant exchange rates, driven by some underlying revenue
growth and a small benefit from announced acquisitions. Group operating margin
is expected to be slightly down year-on-year, compared to 7.6% in 2025
(operating margin prior to the share-based payment credit resulting from the
reversal of prior year charges related to awards made in 2023 and 2024).
We expect 2026 revenue to be driven by slight volume growth, supported by
actions taken and expected business wins in a challenging market context,
alongside a broadly neutral selling price environment. We continue to expect
operating cost growth to be driven by more typical levels of inflation and
partially offset by cost initiatives, including the annualisation of Nisbets'
synergies. We expect a more normalised split of adjusted operating profit
between the first half and the second half in 2026. Overall, we expect a more
stable adjusted operating profit outlook in 2026, and for this to be the
foundation for future profit growth.
BUSINESS AREA REVIEW
North America
53% of revenue and 47% of adjusted operating profit(*†)
Growth at
2025 2024 constant Underlying
£m £m exchange* growth*
Revenue 6,276.7 6,568.1 (1.2)% (0.3)%
Adjusted operating profit* 440.5 515.6 (11.5)%
Operating margin* 7.0% 7.9%
* Alternative performance measure (see Note 2)
†Based on adjusted operating profit and before corporate costs (see Note 3)
In North America, revenue declined by 1.2% to £6,276.7 million with
underlying revenue declining by 0.3%. Within underlying revenue, volumes and
selling prices were broadly stable, although pricing was a small positive in
the second half, driven by tariffs. The 1.2% decline in constant currency
revenue was driven by the disposal of R3 Safety, which generated revenue of
c.£50 million in 2024. Adjusted operating profit decreased by 11.5%, to
£440.5 million with operating margin at 7.0%, down from 7.9% in the prior
year. This was driven by underlying margin deterioration in our Distribution
business, with execution challenges related to a significant operating model
change, alongside difficult end markets and resulting price pressure from
customers. Whilst Distribution delivered a moderation of margin decline in the
second half, supported by our actions and despite the economic backdrop, this
was offset by weaker demand in some other businesses, including foodservice
and grocery in Mexico, and food processor and convenience stores.
The division of Distribution which supports US grocers saw slight revenue
growth, despite some modest deflation, supported by new business wins.
However, operating margin and adjusted operating profit was impacted by the
loss of a higher margin category from an ongoing customer early in the year,
which supported a programme no longer available in our customer's stores, as
well as the mix impact of lower margin new business. Convenience store
revenues remained under pressure, impacted by declining customer footfall
resulting from soft market conditions and a category loss.
The division of Distribution which services foodservice redistribution
customers delivered stable revenue over the year, despite the market backdrop
and issues related to its operating model change. After experiencing
significant deflation in 2024 and into the start of 2025, pricing was broadly
neutral in 2025, supported by tariff-related price increases in the second
half. The team has continued their focus on regaining volumes previously lost
from execution issues related to operating model changes. However, the weak
backdrop and resulting pressure from customers amplified execution challenges
and drove a deterioration in adjusted operating profit.
Our food processor sector revenues increased moderately, with increased
volumes and price inflation, although operating margins declined significantly
as price increases could not fully offset tariff-related product cost
increases given the price-sensitivity of customers. Our businesses serving the
agriculture sector delivered stable revenue, but margin declined
significantly, driven by increased customer pressure on margins and tariff
disruptions.
Our cleaning & hygiene revenues were broadly stable, with flat volumes and
a small amount of deflation.
Revenue in our retail supplies sector declined primarily from customer losses,
store closures and new business materialising slower than expected. Operating
profit also declined, although operating costs were well managed. The business
continues to focus on enhancing returns, with strong success to date.
Revenue in our safety sector, excluding the impact of acquisitions and
disposals, was slightly higher, supported by price inflation resulting from
tariffs, partially offset by lower volumes in the face of an uncertain
economic landscape in several end markets. Operating margin declined as a
result of operating cost inflation and product mix.
Finally, our businesses in Canada grew moderately, driven by strong volumes,
with a minor benefit from an acquisition. Operating margin was slightly lower,
driven by higher operating costs.
Continental Europe
21% of revenue and 22% of adjusted operating profit(*†)
Growth at constant Underlying
2025 2024 exchange* growth*
£m £m
Revenue 2,442.0 2,377.1 2.5% 0.3%
Adjusted operating profit* 204.7 210.8 (3.6)%
Operating margin* 8.4% 8.9%
* Alternative performance measure (see Note 2)
†Based on adjusted operating profit and before corporate costs (see Note 3)
Revenue in Continental Europe grew by 2.5% to £2,442.0 million, driven by the
benefit of acquisitions. Underlying revenue growth grew 0.3%, driven by slight
net inflation. Adjusted operating profit decreased by 3.6% to £204.7 million,
with a decline in operating margin from 8.9% to 8.4%. Although we saw
resilient performances in the Netherlands and Spain, and a strong performance
in Finland, as well as the benefit from acquisitions, the business area's
performance was primarily impacted by the performance of France and certain
online businesses in the first half of the year, against a challenging
operating environment. Importantly, the business area's operating margin
stabilised in the second half, driven by improved performance in both France
and our online businesses, supported by actions taken and easier year-on-year
comparatives, with the macroeconomic backdrop impacting performance from the
second half of 2024. This improvement was partially offset by a weaker second
half performance in Central and Eastern Europe.
In France, revenue in our cleaning & hygiene businesses declined with the
ongoing, albeit slowing, impact of deflation and soft volumes in the first
half of the year. Whilst action was taken to reduce operating costs, this did
not fully offset the impact of lower sales and margin pressure, leading to
margin contraction over the period. A project to consolidate smaller
warehouses in our largest business is nearing completion and will deliver a
more efficient operating platform with improved service levels to our
customers. Revenue in our safety business, whilst flat for the year, increased
in the second half, supported by new business wins. Revenue declined in our
foodservice businesses with domestic and public sector customers due to a soft
market.
Sales in Spain grew strongly, driven by acquisitions and supported by volume
growth in our cleaning & hygiene and packaging businesses. This volume
growth was supported by business wins, with both new and existing customers,
and product range expansion in the packaging business. The region benefitted
from the continued success of its bolt-on acquisition strategy with the
acquisitions of Anper in June 2024, Cermeron in August 2024, Quindesur in July
2025 and Anta in September 2025.
In the Netherlands, moderate growth alongside good margin management have
driven moderate operating profit growth. We continue to make progress with
digital tools to support the businesses, including the successful
implementation of a Warehouse Management System and the development of an
online marketplace solution in our grocery business.
In the Nordics, we have seen good sales and strong profit growth from both our
Norwegian catering equipment business and our Finnish cleaning & hygiene
business. In Norway we have benefitted from an increased amount of project
business and public sector spend, while our Pamark business in Finland saw
recent customer wins and margin management support growth. Denmark revenue
declined moderately due to volume reduction in our foodservice and retail
businesses with 2024 customer losses only partially offset with customer wins.
In Central and Eastern Europe, revenue is down moderately due to soft demand
from industrial and retail customers, with competition for volumes also
impacting our margin. Our business in Turkey was impacted by competitive
margin pressure and a negative impact from hyperinflation.
Our online businesses have seen mixed results with good growth from our German
cleaning & hygiene business whilst our Spanish healthcare and Dutch
foodservice businesses suffered from reduced traffic and conversion of online
marketing activities into revenue.
UK & Ireland
16% of revenue and 16% of adjusted operating profit(*†)
Growth at constant
2025 2024 exchange* Underlying
£m £m growth*
Revenue 1,883.6 1,625.8 15.9% 1.4%
Adjusted operating profit* 153.1 135.1 13.3%
Operating margin* 8.1% 8.3%
* Alternative performance measure (see Note 2)
†Based on adjusted operating profit and before corporate costs (see Note 3)
In UK & Ireland, revenue increased by 15.9% to £1,883.6 million, driven
by the full year impact of 2024 acquisitions, primarily Nisbets. Underlying
revenue grew by 1.4%, driven by volume growth, despite the adverse demand
impact the increases in employer's National Insurance rates had on key
customer sectors earlier in the year. Encouragingly, improved ordering from
existing customers and the incremental gains from new account wins led to a
good finish to 2025. The reduction in operating margins from 8.3% to 8.1% was
driven by the impact of the consolidation of Nisbets in the first half of the
year which, as a catering business, has a seasonally lower margin in the first
half, and partially offset by underlying margin growth, driven by a good
performance in our foodservice businesses. Margin growth in the second half of
the year was strongly supported by synergies delivered through the acquisition
of Nisbets, predominantly related to third-party logistics and procurement
savings, and including benefits to other UK & Ireland businesses.
Our cleaning & hygiene and care businesses delivered revenue growth as a
result of the acquisition of Arrow County, which was acquired in October 2024.
The underlying businesses saw further deflation across some key product
categories, although this eased over the year, and the most significant
operating business within this sector continues to win new customers, driven
by a strong sustainability centred value proposition. Although operating
margins declined, reflective of selling-price deflation, pricing is expected
to be less of a headwind in future periods.
The safety businesses experienced a decline in underlying revenue due to
volume reductions with existing customers outweighing the positive
contribution from contract wins through the course of the year. There has been
further investment in new operationally efficient locations to deliver higher
levels of service to customers, and our businesses are well placed to take
advantage of recent government announcements relating to infrastructure
projects. Our online workwear business saw improved performance as the year
progressed with a particularly strong finish to 2025.
Our grocery and non-food retail businesses saw a slight reduction in revenues,
driven by lower volumes. Grocery profits were stable, despite a mixed customer
picture and consumer sentiment remaining weak. Our non-food packaging business
aimed primarily at luxury retailers showed growth despite a difficult global
demand picture in its principal markets. Our other packaging businesses
experienced lower revenues due to corrugate deflation and temporary issues
faced by some leading customers, unrelated to Bunzl's service.
In 2025, our foodservice division delivered strong results, especially in the
second half of the year. Sales growth came from the Nisbets and C&C
acquisitions as well as solid performances in existing businesses. Robust
increases in profit in our legacy operations were driven by revenue growth
from pricing adjustments and new account wins, disciplined cost management and
synergy benefits related to Nisbets. Nisbets showed improvement in performance
during 2025, generating positive sales and operating profit growth in the
second half. These results were supported by operational improvements,
procurement savings and greater than anticipated synergy benefits.
Our businesses in Ireland experienced strong underlying sales growth helped by
some significant customer wins in the retail and foodservice sector, which
helped to more than offset the negative impact of product price deflation and
challenging market conditions across many sectors. The Caterline business,
which was acquired in September 2025, provided strong sales growth and synergy
opportunities for the Ireland division.
Rest of the World
10% of revenue and 15% of adjusted operating profit(*†)
Growth at constant
2025 2024 exchange* Underlying growth*
£m £m
Revenue 1,243.1 1,205.4 9.1% 3.5%
Adjusted operating profit* 145.3 146.2 5.4%
Operating margin* 11.7% 12.1%
* Alternative performance measure (see Note 2)
†Based on adjusted operating profit and before corporate costs (see Note 3)
In Rest of the World, revenue increased by 9.1% to £1,243.1 million, driven
by acquisitions, as well as underlying revenue growth of 3.5%. Adjusted
operating profit grew by 5.4% to £145.3 million, with operating margin
falling from 12.1% to 11.7%, driven by an operating margin reduction in
Brazil. Asia Pacific delivered very strong revenue and profit growth,
supported by both acquisitions and organic performance of existing businesses.
Latin America achieved strong revenue growth, supported by acquisitions and
underlying revenue growth, but operating margin was strongly impacted by
Brazil, where currency-related cost increases could not be fully passed on to
customers.
In Brazil, our safety businesses delivered modest, price-driven sales growth
but operating margins were lower as strong currency-driven cost increases,
which began in the second quarter of 2025, could not be fully passed on to
customers due to weakening demand in the industrial markets. Our healthcare
businesses also grew modestly driven by a greater number of attended
surgeries, although the value per surgery fell, impacting margins. After a
record year in 2024, our cleaning & hygiene businesses had a more
difficult year as an increase in credit risk at some customers reduced sales
and pressured operating margins. Finally, our foodservice business grew
strongly with the acquisition of Solupack, a specialist own brand packaging
solutions provider, while underlying sales were also up slightly albeit at
lower margins. Over the course of the year Brazil moved from seeing strong
inflation to slight deflation.
In Chile, our safety businesses saw strong growth in sales and operating
profits, driven by robust demand in the mining sector and subdued cost
inflation. Our foodservice business also saw good sales growth and higher
gross margins despite strong competition in the wholesale market. In July 2025
we acquired Hospitalia, our first healthcare business in Chile which has had
an encouraging start. Elsewhere, our Mexico safety business had a challenging
year with flat sales and lower margins due to US tariffs impacting business
confidence. Our safety businesses in Peru and Colombia, on the other hand,
experienced strong sales and profit growth as local manufacturing and mining
industries proved more resilient.
In Asia Pacific our largest business Bunzl Australia and New Zealand delivered
strong growth in the period. The healthcare sector in both aged care and
hospitals was the main driver with continued new business wins and category
expansion at existing customers. The hospitality sector showed growth in the
second half while our specialist cleaning & hygiene businesses contributed
solid results focusing on equipment repairs and servicing.
The Australian safety business saw a decline in sales, particularly consumable
products in the mining and government sectors. There is increased focus on
growing the service revenue and specialisation services.
Our MedTech business and specialist healthcare operations in Australia and New
Zealand also delivered good results in both sales and margin despite
lower-than-expected spend by government customers in this sector, supported by
the acquisitions of Cubro Group and DBM Medical Group. Our continued focus on
specialisation has allowed this business to grow with existing customers and
target other distribution opportunities.
FINANCIAL REVIEW
As in previous years this review refers to a number of alternative performance
measures which management uses to assess the performance of the Group. Details
of the Group's alternative performance measures are set out in Note 2.
Currency translation
Currency translation has had an adverse impact on the Group's reported
profits, decreasing the reported profit growth rates by between 2% and 3%.
This adverse exchange impact to profit is primarily due to the strengthening
of sterling against the US dollar, Canadian dollar, Brazilian real and
Australian dollar.
Average exchange rates 2025 2024
US$ 1.32 1.28
Euro 1.17 1.18
Canadian$ 1.84 1.75
Brazilian real 7.36 6.89
Australian$ 2.04 1.94
Closing exchange rates 2025 2024
US$ 1.35 1.25
Euro 1.15 1.21
Canadian$ 1.85 1.80
Brazilian real 7.38 7.74
Australian$ 2.02 2.02
Revenue
Revenue increased to £11,845.4 million (2024: £11,776.4 million), an
increase of 0.6% at actual exchange rates. At constant exchange rates revenue
increased 3.0% driven by acquisitions net of disposals adding 2.9%, and
underlying growth of 0.4%, partly offset by one less trading day in 2025
compared to 2024 reducing revenue by 0.3%. Underlying revenue growth was
supported by moderate growth across Rest of the World and the UK & Ireland
largely countered by a very slight decline in North America, and with both
volumes and net inflation stable over the year. We benefited from a small
level of net Group inflation towards the end of the year, driven by
tariff-related price increases in North America, but continued to see
deflation in our cleaning & hygiene business in France and the UK despite
some moderation through 2025. Underlying revenue growth improved over the year
and was stronger in the second half, growing at 0.9% compared to a 0.2%
decline in the first half of the year, despite tougher comparatives, and was
supported by new business wins and underlying growth across all business
areas.
Movement in revenue £m
2024 revenue 11,776.4
Currency translation (278.8)
Trading day (31.3)
Underlying growth 46.2
Excess growth in hyperinflationary economies -
Acquisitions net of disposals 332.9
2025 revenue 11,845.4
Operating profit
Adjusted operating profit was £910.3 million (2024: £976.1 million), a
decrease of 4.3% at constant exchange rates and 6.7% at actual exchange rates.
This included a £7.8 million share-based payment credit due to the reversal
of prior year charges related to awards made in 2023 and 2024 which have been
impacted by the Group's performance in 2025. At both constant and actual
exchange rates operating margin decreased to 7.7% from 8.3% in 2024. The
decline in operating margin to 7.7% was driven by execution issues in our
largest operating business, Bunzl Distribution in North America, and
market-driven weakness in some of our other business. Excluding the
share-based payment credit noted above operating margin was 7.6%.
Movement in adjusted operating profit £m
2024 adjusted operating profit 976.1
Currency translation (24.5)
Decrease in hyperinflation accounting adjustments 0.2
2025 decline (41.5)
2025 adjusted operating profit 910.3
Operating profit was £735.3 million (2024: £799.3 million), a decrease of
5.7% at constant exchange rates and 8.0% at actual exchange rates.
Movement in operating profit £m
2024 operating profit 799.3
Currency translation (19.8)
Decrease in hyperinflation accounting adjustments 0.2
Decline in adjusted operating profit (41.5)
Non-repeat of pension scheme credit (3.2)
Decrease in amortisation (excluding software) and acquisition related items 0.3
2025 operating profit 735.3
Amortisation excluding software, which includes amortisation on customer and
supplier relationships, brands and technology, acquisition related items and
the non-recurring pension scheme credit are excluded from the calculation of
adjusted operating profit as they do not relate to the trading performance of
the business. Accordingly, these items are not taken into account by
management when assessing the results of the business and are removed in
calculating adjusted operating profit and other alternative performance
measures by which management assess the performance of the Group.
Net finance expense
The adjusted net finance expense for the year was £123.2 million, an increase
of £21.5 million at constant exchange rates (up £20.0 million at actual
exchange rates), mainly due to higher average debt during the year. Net
finance expense for the year was £126.7 million including £3.5 million of
interest on unwinding of discounting deferred consideration on acquisitions.
Disposal of businesses
The profit on disposal of business in 2025 of £11.9 million relates to the
disposal of R3 Safety in North America, which completed on 31 January 2025.
The profit on disposal reflects the cash consideration received of £17.6
million and recycling of historical foreign exchange gains of £5.6 million
held in the translation reserve within equity offset by the net book value of
assets disposed of £10.4 million and transaction costs and provisions of
£0.9 million. The loss on disposal of business in 2024 of £20.3 million
relates to the disposal of the Group's business in Argentina and a healthcare
business in Germany, which completed on 14 March 2024 and 12 July 2024
respectively. There was no material impact from the disposal of these
businesses on the Group's trading performance.
Profit before income tax
Adjusted profit before income tax was £787.1 million (2024: £872.9 million),
down 7.4% at constant exchange rates (down 9.8% at actual exchange rates), due
to the decline in adjusted operating profit and the increase in adjusted net
finance expense. Profit before income tax was £620.5 million (2024: £673.6
million), a decrease of 5.3% at constant exchange rates (down 7.9% at actual
exchange rates) due to the decline in operating profit and increase in net
finance expenses, partly offset by the gain on disposal of businesses in 2025
compared to the losses on disposal of businesses in 2024.
Taxation
The Group's tax strategy is to comply with tax laws in all countries in which
it operates and to balance its responsibilities for controlling the tax costs
with its responsibilities to pay the appropriate level of tax where it does
business. No companies are established in tax havens or other countries for
tax purposes where the Group does not have an operational presence and the
Group's de-centralised operational structure means that the level of
intragroup trading transactions is very low. The Group does not use intragroup
transfer prices to shift profit into low tax jurisdictions. The Group's tax
strategy has been approved by the Board and tax risks are reviewed by the
Audit Committee. In accordance with UK legislation, the strategy is published
on the Bunzl plc website within the Corporate governance section.
The effective tax rate (being the tax rate on adjusted profit before income
tax) for the year was 26.0% (2024: 25.5%) and the reported tax rate on
statutory profit was 25.9% (2024: 25.6%). The effective tax rate for 2025 is
higher than for 2024 primarily due to the absence of one-off benefits from UK
group relief included in 2024. The Group's effective tax rate is expected to
be 26.0% in 2026.
Earnings per share
Adjusted profit after tax attributable to the Company's equity holders was
£581.9 million (2024: £649.9 million), down 8.0% and a decrease of £50.8
million at constant exchange rates (down 10.5% at actual exchange rates), due
to a £62.8 million decrease in adjusted profit before income tax, partly
offset by a £12.0 million decrease in the tax on adjusted profit before
income tax at constant exchange rates. Adjusted profit after
tax for the year bears a £6.6 million adverse impact from hyperinflation
accounting adjustments (2024: £9.8 million adverse impact).
Profit after tax attributable to the Company's equity holders decreased to
£459.2 million (2024: £500.4 million), down 5.6% and a decrease of £27.2
million at constant exchange rates (down 8.2% at actual exchange rates), due
to a £34.6 million decrease in profit before income tax, partly offset by a
£7.4 million decrease in the tax charge at constant exchange rates. Profit
after tax for the year bears a £6.6 million adverse impact from
hyperinflation accounting adjustments (2024: £9.8 million adverse impact).
The weighted average number of shares in issue decreased to 324.6 million from
334.4 million in 2024 due to shares cancelled under the share buyback
programme and share purchases into the employee benefit trust partly offset by
employee share option exercises.
Adjusted earnings per share attributable to the Company's equity holders were
179.3p (2024: 194.3p), a decrease of 5.2% at constant exchange rates (down
7.7% at actual exchange rates). Basic earnings per share attributable to the
Company's equity holders were 141.5p (2024: 149.6p), down 2.7% at constant
exchange rates (down 5.4% at actual exchange rates).
Movement in adjusted earnings per share Pence
2024 adjusted earnings per share 194.3
Currency translation (5.1)
Decrease in adjusted profit before income tax (14.1)
Decrease in hyperinflation accounting adjustments 0.2
Increase in effective tax rate (1.3)
Decrease in weighted average number of shares 5.3
2025 adjusted earnings per share 179.3
Movement in basic earnings per share Pence
2024 basic earnings per share 149.6
Currency translation (4.1)
Decrease in adjusted profit before income tax (14.2)
Increase in adjusting items (3.4)
Change in gain/loss on disposal of businesses 9.7
Decrease in hyperinflation accounting adjustments 0.3
Increase in reported tax rate (0.6)
Decrease in weighted average number of shares 4.2
2025 basic earnings per share 141.5
Dividends
An analysis of dividends per share for the years to which they relate is shown
below:
2025 2024 Growth
Interim dividend (p) 20.2 20.1 0.5%
Final dividend (p) 53.9 53.8 0.2%
Total dividend (p) 74.1 73.9 0.3%
Dividend cover (times) 2.4 2.6
The Company's practice is to pay a progressive dividend, delivering
year-on-year increases. The Board is proposing a 2025 final dividend of 53.9p,
an increase of 0.2% on the amount paid in relation to the 2024 final dividend.
The 2025 total dividend of 74.1p is 0.3% higher than the 2024 total dividend.
Before approving any dividends, the Board considers the level of borrowings of
the Group by reference to the ratio of net debt to EBITDA, the ability of the
Group to continue to generate cash and the amount required to invest in the
business, in particular into future acquisitions. The Group's long term track
record of strong cash generation, coupled with the Group's substantial
borrowing facilities, provides the Company with the financial flexibility to
fund a growing dividend. After the further growth in 2025, Bunzl has sustained
33 years of consecutive annual dividend growth to shareholders.
The risks and constraints to maintaining a growing dividend are principally
those linked to the Group's trading performance and liquidity, as described in
the Principal risks and uncertainties section. The Group has substantial
distributable reserves within Bunzl plc and there is a robust process of
distributing profits generated by subsidiary undertakings up through the Group
to Bunzl plc. At 31 December 2025 Bunzl plc had sufficient distributable
reserves to cover more than six years of dividends at the levels of those
delivered in 2025, which is expected to be approximately £240 million.
Acquisitions
The Group completed eight acquisitions during the year ended 31 December 2025,
with a total committed spend of £131.8 million. The estimated annualised
revenue and adjusted operating profit of the acquisitions completed during the
year were £92 million and £16 million, respectively.
A summary of the effect of acquisitions is as follows:
£m
Fair value of net assets acquired 53.3
Goodwill 50.9
Consideration 104.2
Satisfied by:
cash consideration 95.6
deferred consideration 8.6
104.2
Contingent payments relating to retention of former owners 17.4
Net cash acquired (1.0)
Transaction costs and expenses 11.2
Total committed spend in respect of acquisitions completed in the current year 131.8
The net cash outflow in the year in respect of acquisitions comprised:
£m
Cash consideration 95.6
Net cash acquired (1.0)
Deferred consideration payments 23.9
Net cash outflow on purchase of businesses 118.5
Cash outflow from acquisition related items* 43.4
Total cash outflow in respect of acquisitions 161.9
* Acquisition related items comprise £12.1 million of transaction costs and
expenses paid and £31.3 million of payments relating to retention of former
owners.
Cash flow
A summary of the cash flow for the year is shown below:
2025 2024
£m £m
Cash generated from operations(†) 1,136.1 1,133.4
Payment of lease liabilities (232.7) (216.7)
Net capital expenditure (68.8) (37.2)
Operating cash flow(†) 834.6 879.5
Net interest paid excluding interest on lease liabilities (76.4) (65.2)
Income tax paid (179.7) (180.5)
Free cash flow 578.5 633.8
Dividends paid (242.2) (228.6)
Net payments relating to employee share schemes (40.0) (14.3)
Net cash inflow before acquisitions, disposals and purchase of own shares 296.3 390.9
Purchase of own shares (204.8) (247.9)
Acquisitions(◊) (161.9) (678.2)
Disposals 17.0 2.9
Net cash outflow on net debt excluding lease liabilities (53.4) (532.3)
(†) Before acquisition related items.
(◊) Including acquisition related items.
The Group's operating cash flow of £834.6 million was £44.9 million lower
than in 2024 driven by an increase in net capital expenditure of £31.6
million as we invested in a number of projects particularly in North America,
the UK, France and Denmark to improve operational efficiency, and a £16.0
million increase in payment of lease liabilities. The Group's free cash flow
of £578.5 million was £55.3 million lower than in 2024, driven by the
decrease in operating cash flow of £44.9 million and an increase of £11.2
million in net interest paid excluding interest on lease liabilities. The
Group's free cash flow was used to finance dividend payments of £242.2
million in respect of 2024 (2024: £228.6 million in respect of 2023),
purchase of own shares of £204.8 million (2024: £247.9 million) and net
payments of £40.0 million (2024: net payments of £14.3 million) relating to
employee share schemes, and partially finance an acquisition cash outflow of
£161.9 million (2024: £678.2 million). Purchase of own shares of £204.8
million comprises the £200 million 2025 share buyback programme, £3.3
million relating to outstanding payments from the 2024 share buyback
programme, stamp duty of £1.3 million and transaction costs of £0.2 million.
Cash conversion (being the ratio of operating cash flow as a percentage of
lease adjusted operating profit) was 95% (2024: 93%).
2025 2024
£m £m
Operating cash flow 834.6 879.5
Adjusted operating profit 910.3 976.1
Add back depreciation of right-of-use assets 197.8 186.1
Deduct payment of lease liabilities (232.7) (216.7)
Lease adjusted operating profit 875.4 945.5
Cash conversion 95% 93%
Net debt
2025 2024
£m £m
Net debt excluding lease liabilities (1,663.9) (1,611.4)
Total deferred and contingent consideration - on and off balance sheet (278.9) (375.4)
Adjusted net debt (1,942.8) (1,986.8)
Lease liabilities (742.5) (754.1)
Adjusted net debt including lease liabilities (2,685.3) (2,740.9)
Adjusted net debt to EBITDA 2.0x 1.8x
Adjusted net debt including lease liabilities to EBITDA 2.2x 2.1x
Net debt excluding lease liabilities increased by £52.5 million during the
year to £1,663.9 million (2024: £1,611.4 million), due to a net cash
outflow of £53.4 million and a non-cash increase in debt of £7.8 million,
partly offset by an £8.7 million decrease due to currency translation.
Adjusted net debt decreased by £44.0 million during the year to £1,942.8
million (2024: £1,986.8 million) due to a £96.5 million decrease in total
deferred and contingent consideration, partly offset by the £52.5 million
increase in net debt excluding lease liabilities.
Balance sheet
Summary balance sheet at 31 December:
2025 2024
£m £m
Intangible assets 3,618.1 3,683.8
Right-of-use assets 682.1 697.6
Property, plant and equipment 231.1 213.3
Working capital 1,288.1 1,210.2
Net assets held for sale - 10.0
Deferred consideration (225.7) (258.2)
Other net liabilities (411.9) (420.3)
Net pension surplus 17.4 19.8
Net debt excluding lease liabilities (1,663.9) (1,611.4)
Lease liabilities (742.5) (754.1)
Equity 2,792.8 2,790.7
Return on average operating capital 37.0% 43.2%
Return on invested capital 13.0% 14.8%
Return on average operating capital decreased to 37.0% from 43.2% in 2024 and
Return on invested capital decreased to 13.0% compared to 14.8% in 2024 due to
lower adjusted operating profit in the underlying businesses.
Intangible assets decreased by £65.7 million to £3,618.1 million due to an
amortisation charge of £164.5 million, an impairment charge of £10.7
million, and a decrease from currency translation of £15.9 million, partly
offset by intangible assets arising on acquisitions in the year of £104.3
million, a net increase from hyperinflation adjustments of £5.2 million and
software additions of £15.9 million.
Right-of-use assets decreased by £15.5 million to £682.1 million due to a
depreciation charge of £197.8 million and a decrease from currency
translation of £9.5 million, partly offset by additional right-of-use assets
from new leases during the year of £157.0 million, an increase from
remeasurement adjustments of £29.6 million and an increase from acquisitions
of £5.2 million.
Working capital increased from the prior year end by £77.9 million to
£1,288.1 million mainly due to payment of commitments of £53.3 million under
the share buyback programme recognised at 31 December 2024, an increase of
£15.5 million from acquisitions and an underlying increase of £30.5 million
as shown in the cash flow statement, partly offset by a decrease from currency
translation of £20.7 million.
Deferred consideration decreased by £32.5 million to £225.7 million due to
deferred consideration and retention payments of £43.8 million, a net credit
from adjustments to previously estimated earn outs of £45.5 million, partly
offset by charges relating to the retention of former owners of £40.9
million, £8.6 million of deferred consideration recognised on current year
acquisitions, interest on unwinding of discounting of £3.5 million and an
increase from currency translation of £3.8 million. Off balance sheet
expected future payments, which are contingent on the continued retention of
former owners of businesses acquired, decreased by £64.0 million to £53.2
million due to a £40.9 million decrease from retention of former owners which
was recognised on the balance sheet during the year, a reduction to previously
estimated contingent consideration of £28.3 million and unwinding of
discounting of £3.5 million, partly offset by £7.9 million of contingent
consideration for current year acquisitions and an increase from foreign
exchange of £0.8 million. Total deferred and contingent consideration both on
and off balance sheet at 31 December 2025 was £278.9 million (2024: £375.4
million).
The Group's net pension surplus of £17.4 million at 31 December 2025 has
decreased by £2.4 million from the net pension surplus of £19.8 million at
31 December 2024, largely due to actuarial losses of £3.7 million.
Within net debt excluding lease liabilities, cash and cash equivalents have
decreased by £892.8 million and bank overdrafts have decreased by £775.3
million following a focus on reducing the gross balances within the Group's
cash-pooling arrangement.
Shareholders' equity increased by £2.1 million during the year to £2,792.8
million. Own shares purchased for cancellation during the year of £151.5
million includes the £200 million 2025 share buyback programme which was
completed during the year, £1.3 million of stamp duty and £0.2 million of
transaction costs less £50.0 million committed at 31 December 2024.
Movement in shareholders' equity £m
Shareholders' equity at 31 December 2024 2,790.7
Currency (net of tax) (36.7)
Profit for the year 459.8
Dividends (242.2)
Own shares purchased for cancellation (151.5)
Hyperinflation accounting adjustments 11.2
Actuarial loss on pension schemes (net of tax) (2.8)
Share based payments (net of tax) (0.4)
Employee share schemes (net of tax) (35.3)
Shareholders' equity at 31 December 2025 2,792.8
Capital management
The Group's policy is to maintain a strong capital base to maintain investor,
creditor and market confidence and to sustain future development of the
business. The Group funds its operations through a mixture of shareholders'
equity and bank and capital market borrowings. The Group's funding strategy is
to maintain an investment grade credit rating. The Company's current credit
ratings with Standard & Poor's are BBB+ (long term) and A-2 (short term).
All borrowings are managed by a central treasury function and funds raised are
lent onward to operating subsidiaries as required. The overall objective is to
manage the funding to ensure the borrowings have a range of maturities, are
competitively priced and meet the demands of the business over time. There
were no changes to the Group's approach to capital management during the year
and the Group is not subject to any externally imposed capital requirements.
Treasury policies and controls
The Group has a centralised treasury department to control external borrowings
and manage liquidity, interest rate, foreign currency and credit risks.
Treasury policies have been approved by the Board and cover the nature of the
exposure to be hedged, the types of financial instruments that may be employed
and the criteria for investing and borrowing cash. The Group uses derivatives
to manage its foreign currency and interest rate risks arising from underlying
business activities. No transactions of a speculative nature are undertaken.
The treasury department is subject to periodic independent review by the
internal audit department. Underlying policy assumptions and activities are
periodically reviewed by the Board. Controls over exposure changes and
transaction authenticity are in place.
The Group continually monitors net debt and forecast cash flows to ensure that
sufficient facilities are in place to meet the Group's requirements in the
short, medium and long term and, in order to do so, arranges borrowings from a
variety of sources. Additionally, compliance with the Group's biannual debt
covenants is monitored on a monthly basis and formally tested at 30 June and
31 December. The principal financial covenant limits are net debt, calculated
at average exchange rates, to EBITDA of no more than 3.5 times and interest
cover of no less than 3.0 times, based on historical accounting standards.
Sensitivity analyses using various scenarios are applied to forecasts to
assess their impact on covenants and net debt. During the year ended 31
December 2025 all covenants were complied with, with Covenant net debt to
EBITDA of 1.8 times as at 31 December 2025 (31 December 2024: 1.5 times), and
based on current forecasts it is expected that such covenants will continue to
be complied with for the foreseeable future. The US private placement notes
('USPPs') issued in March 2022 contain a clause whereby upon maturity of the
previously issued USPPs, the latest maturity being in 2028, the principal
financial covenants referred to above will no longer apply.
The Group has substantial funding available comprising multi-currency credit
facilities from the Group's banks, USPPs and senior bonds. During 2025, the
Group issued under the terms of its Euro Medium Term Note ('EMTN') programme a
£250 million senior unsecured bond maturing in 2031 and a £250 million
senior unsecured bond maturing in 2036. The bonds issued extend the maturity
profile of the Group's debt portfolio. At 31 December 2025 the nominal value
of senior bonds outstanding was £1,334.8 million (2024: £1,113.2 million)
with maturities ranging from 2030 to 2036. At 31 December 2025 the nominal
value of USPPs outstanding was £579.2 million (2024: £798.6 million) with
maturities ranging from 2026 to 2032. At 31 December 2025 the available
committed bank facilities totalled £1,250.0 million (2024: £933.5 million)
of which none (2024: none) was drawn down. During 2025, the Group refinanced
all of its existing committed bank facilities with a syndicated bank facility
of £950 million and bilateral bank facilities of £300 million, with a
maturity of 2030.
The Group has a €1 billion euro-commercial paper programme and a $1 billion
US commercial paper programme, under which it can issue short term notes. At
31 December 2025, the nominal value of commercial paper in issue was £87.0
million (2024: £144.6 million) with maturities of up to three months.
The Group expects to make repayments in the 18 month period from the date of
these financial statements to 30 June 2027 of approximately £116.3 million
relating to maturing USPPs.
Going concern
The directors, having reassessed the principal risks and uncertainties,
consider it appropriate to adopt the going concern basis of accounting in the
preparation of the financial statements. In reaching this conclusion, the
directors noted the Group's strong cash performance in the year, the
substantial funding available to the Group as described above and the
resilience of the Group to a severe but plausible downside scenario. Further
details are set out in Note 1.
Consolidated income statement
for the year ended 31 December 2025
2025 2024
Notes £m £m
Revenue 3 11,845.4 11,776.4
Operating profit 3 735.3 799.3
Finance income 4 54.6 72.6
Finance expense 4 (181.3) (178.0)
Disposal of businesses 9 11.9 (20.3)
Profit before income tax 620.5 673.6
Income tax 5 (160.7) (172.6)
Profit for the year 459.8 501.0
Profit is attributable to:
Company's equity holders 459.2 500.4
Non-controlling interests 0.6 0.6
Profit for the year 459.8 501.0
Earnings per share attributable to the Company's equity holders
Basic 7 141.5p 149.6p
Diluted 7 140.9p 148.7p
Dividend per share 6 74.1p 73.9p
Alternative performance measures(†)
Operating profit 3 735.3 799.3
Adjusted for:
Amortisation excluding software 3 151.5 148.3
Acquisition related items through operating profit 23.5 31.7
Non-recurring pension scheme credit 3 - (3.2)
Adjusted operating profit 910.3 976.1
Finance income 4 54.6 72.6
Adjusted finance expense 4 (177.8) (175.8)
Adjusted profit before income tax 787.1 872.9
Tax on adjusted profit 5 (204.6) (222.4)
Adjusted profit for the year 582.5 650.5
Adjusted profit is attributable to:
Company's equity holders 581.9 649.9
Non-controlling interests 0.6 0.6
Adjusted profit for the year 582.5 650.5
Adjusted earnings per share attributable to the Company's 7 179.3p 194.3p
equity holders
(†) See Note 2 for further details of the alternative performance measures.
Consolidated statement of comprehensive income
for the year ended 31 December 2025
2025 2024
£m £m
Profit for the year 459.8 501.0
Other comprehensive income/(expense)
Items that will not be reclassified to profit or loss:
Actuarial loss on defined benefit pension schemes (3.7) (35.1)
Tax on items that will not be reclassified to profit or loss 0.9 8.2
Total items that will not be reclassified to profit or loss (2.8) (26.9)
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation differences on foreign operations (31.8) (193.3)
Reclassification from translation reserve to income statement on disposal (5.6) 18.7
of foreign operations
(Loss)/gain recognised in cash flow hedge reserve (6.9) 6.3
Gain taken to equity as a result of effective net investment hedges 5.2 20.3
Tax on items that may be reclassified to profit or loss 1.8 (1.7)
Total items that may be reclassified subsequently to profit or loss (37.3) (149.7)
Other comprehensive expense for the year (40.1) (176.6)
Total comprehensive income 419.7 324.4
Total comprehensive income is attributable to:
Company's equity holders 419.2 323.8
Non-controlling interests 0.5 0.6
Total comprehensive income 419.7 324.4
Consolidated balance sheet
at 31 December 2025
2025 2024
Notes £m £m
Assets
Property, plant and equipment 231.1 213.3
Right-of-use assets 10 682.1 697.6
Intangible assets 11 3,618.1 3,683.8
Defined benefit pension assets 34.2 35.8
Derivative financial assets 6.1 -
Deferred tax assets 21.9 14.1
Total non-current assets 4,593.5 4,644.6
Inventories 1,682.6 1,760.9
Trade and other receivables 1,729.4 1,634.1
Income tax receivable 15.8 13.0
Derivative financial assets 10.8 28.0
Cash and cash equivalents 14 540.1 1,432.9
Assets classified as held for sale - 15.7
Total current assets 3,978.7 4,884.6
Total assets 8,572.2 9,529.2
Equity
Share capital 104.2 106.4
Share premium 215.5 212.1
Translation reserve (356.6) (324.6)
Other reserves 22.0 24.3
Retained earnings 2,803.9 2,769.2
Total equity attributable to the Company's equity holders 2,789.0 2,787.4
Non-controlling interests 3.8 3.3
Total equity 2,792.8 2,790.7
Liabilities
Interest bearing loans and borrowings 14 1,736.5 1,361.7
Defined benefit pension liabilities 16.8 16.0
Other payables 240.2 255.4
Provisions 55.4 49.7
Lease liabilities 13 555.5 573.7
Derivative financial liabilities 62.9 82.8
Deferred tax liabilities 258.7 263.3
Total non-current liabilities 2,926.0 2,602.6
Bank overdrafts 14 212.6 987.9
Interest bearing loans and borrowings 14 203.8 619.2
Trade and other payables 2,108.4 2,206.1
Income tax payable 77.6 63.7
Provisions 57.5 57.1
Lease liabilities 13 187.0 180.4
Derivative financial liabilities 6.5 15.8
Liabilities relating to assets classified as held for sale - 5.7
Total current liabilities 2,853.4 4,135.9
Total liabilities 5,779.4 6,738.5
Total equity and liabilities 8,572.2 9,529.2
Consolidated statement of changes in equity
for the year ended 31 December 2025
Share Share Translation Other Retained Total attributable to the Company's equity holders Non- Total
capital premium reserve reserves(◊)(◊) earnings(†) £m Controlling equity
£m £m £m £m £m Interest £m
£m
At 1 January 2025 106.4 212.1 (324.6) 24.3 2,769.2 2,787.4 3.3 2,790.7
Profit for the year 459.2 459.2 0.6 459.8
Actuarial losses on defined benefit (3.7) (3.7) - (3.7)
pension schemes
Foreign currency translation (31.7) (31.7) (0.1) (31.8)
differences on foreign operations
Reclassification from translation reserve to income statement on disposal of (5.6) (5.6) - (5.6)
foreign operations
Gain taken to equity as a result of effective net investment hedges 5.2 5.2 - 5.2
Loss recognised in cash flow hedge reserve (6.9) (6.9) - (6.9)
Income tax (charge)/credit on other 0.1 1.7 0.9 2.7 - 2.7
comprehensive income
Total comprehensive income (32.0) (5.2) 456.4 419.2 0.5 419.7
2024 interim dividend (66.7) (66.7) - (66.7)
2024 final dividend (175.5) (175.5) - (175.5)
Movement from cash flow hedge reserve 0.6 0.6 - 0.6
to inventory (net of tax)
Hyperinflation accounting adjustments(1) 11.2 11.2 - 11.2
Issue of share capital 0.1 3.4 3.5 - 3.5
Own shares purchased for cancellation (151.5) (151.5) - (151.5)
Own shares cancelled (2.3) 2.3 - - -
Employee trust shares (38.8) (38.8) - (38.8)
Share based payments (net of tax) (0.4) (0.4) - (0.4)
At 31 December 2025 104.2 215.5 (356.6) 22.0 2,803.9 2,789.0 3.8 2,792.8
Share Share Translation Other Retained Total attributable to the Company's equity holders Non- Total
capital premium reserve reserves(◊) earnings(†) £m Controlling equity
£m £m £m £m £m Interest £m
£m
At 1 January 2024 108.6 205.2 (170.2) 16.7 2,806.0 2,966.3 - 2,966.3
Profit for the year 500.4 500.4 0.6 501.0
Actuarial losses on defined benefit (35.1) (35.1) - (35.1)
pension schemes
Foreign currency translation (193.3) (193.3) - (193.3)
differences on foreign operations
Reclassification from translation reserve to income statement on disposal of 18.7 18.7 - 18.7
foreign operations
Gain taken to equity as a result of effective net investment hedges 20.3 20.3 - 20.3
Gain recognised in cash flow hedge reserve 6.3 6.3 - 6.3
Income tax (charge)/credit on other (0.1) (1.6) 8.2 6.5 - 6.5
comprehensive income
Total comprehensive income (154.4) 4.7 473.5 323.8 0.6 324.4
2023 interim dividend (61.0) (61.0) - (61.0)
2023 final dividend (167.6) (167.6) - (167.6)
Movement from cash flow hedge reserve 0.6 0.6 - 0.6
to inventory (net of tax)
Hyperinflation accounting adjustments(1) 17.1 17.1 - 17.1
Non-controlling interest acquired - 2.7 2.7
Issue of share capital 0.1 6.9 7.0 - 7.0
Own shares purchased for cancellation (301.2) (301.2) - (301.2)
Own shares cancelled (2.3) 2.3 - - -
Employee trust shares (16.6) (16.6) - (16.6)
Share based payments (net of tax) 19.0 19.0 - 19.0
At 31 December 2024 106.4 212.1 (324.6) 24.3 2,769.2 2,787.4 3.3 2,790.7
(1) IAS 29 'Financial Reporting in Hyperinflationary Economies' remains
applicable for the Group's businesses with a functional currency of the
Turkish lira. The results of the Group's businesses in Turkey and Argentina
have been adjusted for the effects of inflation in accordance
with IAS 29. See Note 1 for further details.
(◊) Other reserves comprise merger reserve of £2.5m (2024: £2.5m), capital
redemption reserve of £20.7m (2024: £18.4m) and a negative cash flow hedge
reserve of £1.2m (2024: positive £3.4m).
(†) Retained earnings comprise earnings of £2,870.2m (2024: £2,832.5m),
offset by own shares of £66.3m (2024: £63.3m).
Consolidated cash flow statement
for the year ended 31 December 2025
2025 2024
Notes £m £m
Cash flow from operating activities
Profit before income tax 620.5 673.6
Adjusted for:
net finance expense 4 126.7 105.4
amortisation excluding software 151.5 148.3
acquisition related items through operating profit 3 23.5 31.7
non-recurring pension scheme credit - (3.2)
disposal of businesses 9 (11.9) 20.3
Adjusted operating profit 910.3 976.1
Adjustments:
depreciation and software amortisation 16 253.2 235.8
other non-cash items 16 3.1 18.6
working capital movement 16 (30.5) (97.1)
Cash generated from operations before acquisition related items 1,136.1 1,133.4
Cash outflow from acquisition related items 8 (43.4) (42.0)
Income tax paid (179.7) (180.5)
Cash inflow from operating activities 913.0 910.9
Cash flow from investing activities
Interest received 50.9 61.4
Purchase of property, plant and equipment and software (71.5) (54.4)
Sale of property, plant and equipment and software 2.7 17.2
Purchase of businesses net of cash acquired 8 (118.5) (636.2)
Disposal of businesses net of cash disposed 9 17.0 2.9
Cash outflow from investing activities (119.4) (609.1)
Cash flow from financing activities
Interest paid excluding interest on lease liabilities (127.3) (126.6)
Dividends paid (242.2) (228.6)
Increase in borrowings 495.4 561.7
Repayment of borrowings (559.2) (132.9)
Receipts on settlement of foreign exchange contracts 8.9 24.2
Payment of lease liabilities - principal 13 (192.1) (178.2)
Payment of lease liabilities - interest 13 (40.6) (38.5)
Proceeds from issue of ordinary shares to settle share options 3.5 7.0
Proceeds from exercise of market purchase share options 2.8 53.7
Purchase of own shares (204.8) (247.9)
Purchase of employee trust shares (46.3) (75.0)
Cash outflow from financing activities (901.9) (381.1)
Decrease in cash, cash equivalents and overdrafts (108.3) (79.3)
Cash, cash equivalents and overdrafts at start of year 445.0 551.9
Decrease in cash, cash equivalents and overdrafts (108.3) (79.3)
Currency translation (9.2) (27.6)
Cash, cash equivalents and overdrafts at end of year 14 327.5 445.0
2025 2024
Alternative performance measures(†) Notes £m £m
Cash generated from operations before acquisition related items 1,136.1 1,133.4
Purchase of property, plant and equipment and software (71.5) (54.4)
Sale of property, plant and equipment and software 2.7 17.2
Payments of lease liabilities 13 (232.7) (216.7)
Operating cash flow 834.6 879.5
Adjusted operating profit 910.3 976.1
Add back depreciation of right-of-use assets 10 197.8 186.1
Deduct payment of lease liabilities 13 (232.7) (216.7)
Lease adjusted operating profit 875.4 945.5
Cash conversion (operating cash flow as a percentage of lease 95% 93%
adjusted operating profit)
Operating cash flow 834.6 879.5
Net interest paid excluding interest on lease liabilities (76.4) (65.2)
Income tax paid (179.7) (180.5)
Free cash flow 578.5 633.8
(†) See Note 2 for further details of the alternative performance measures.
Notes
1. Basis of preparation and accounting policies
a) Basis of accounting
The Group's condensed consolidated financial statements for the year ended 31
December 2025 have been approved by the Board of directors of Bunzl plc, and
derived from the audited Group consolidated financial statements for the year
ended 31 December 2025, prepared in accordance with UK-adopted International
Accounting Standards ('IASs') in conformity with the requirements of the
Companies Act 2006 and the applicable legal requirements of the Companies Act
2006. The audited Group consolidated financial statements also comply fully
with International Financial Reporting Standards ('IFRSs') as issued by the
International Accounting Standards Board ('IASB'). They are prepared under the
historical cost convention with the exception of certain items which are
measured at fair value.
Bunzl plc's 2025 Annual Report will be published in March 2026. The financial
information set out herein does not constitute the Company's statutory
accounts for the year ended 31 December 2025 but is derived from those
accounts and the accompanying directors' report. Statutory accounts for 2025
will be delivered to the Registrar of Companies following the Company's Annual
General Meeting which will be held on 22 April 2026. The auditors have
reported on those accounts; their report was unqualified and did not contain
statements under section 498 sections (2) and (3) of the Companies Act 2006.
The comparative figures for the year ended 31 December 2024 are not the
Company's statutory accounts for the financial year but are derived from those
accounts which have been reported on by the Company's auditors and delivered
to the Registrar of Companies. The report of the auditors was unqualified and
did not contain statements under section 498 sections (2) and (3) of the
Companies Act 2006.
(i) Going Concern
The directors, having reassessed the principal risks and uncertainties,
consider it appropriate to adopt the going concern basis of accounting in the
preparation of the financial statements.
In reaching this conclusion, the directors noted the Group's strong operating
cash flow performance in the year and the substantial funding held by the
Group as described in the Financial review. The directors also considered a
range of different forecast scenarios for the 18 month period from the date of
these financial statements to the end of June 2027 starting with a base case
projection derived from the Group's 2026 Budget excluding any non-committed
spending or changes in funding. The resilience of the Group to a severe but
plausible downside scenario was factored into the directors' considerations.
The severe but plausible downside scenario included a 15% reduction in
adjusted operating profit from the potential for adverse impacts from the
crystallisation of the principal risks to the Group's organic growth and a
reduction in the Group cash conversion to 80% (cash conversion in 2025 was 95%
and in 2024 was 93%).
In addition, the Group has carried out a reverse stress test against the base
case to determine the level of performance that would result in a breach of
financial covenants. In order for a breach of covenants to occur during the 18
month period to the end of June 2027 the Group would need to experience a
reduction in EBITDA of over 45% compared with the base case.
In the severe but plausible downside scenario it was found that the Group was
resilient and in particular it remained in compliance with the relevant
financial covenants. The conditions required to create the reverse stress test
scenario were so severe that they were considered to be implausible. The
directors are therefore satisfied that the Group's forecasts, and the severe
but plausible downside scenario applied to them, show that there are no
material uncertainties over going concern, including no anticipated breach of
covenants, and therefore the going concern basis of preparation continues to
be appropriate.
(ii) Impact of hyperinflation on the financial statements at 31 December
2025
The Group's financial statements include the results and financial position of
its Turkish operations restated to the measuring unit current at the end of
the year, with hyperinflationary gains and losses in respect of monetary items
being reported in finance expense. Comparative amounts presented in the
financial statements have not been restated. The inflation rates used by the
Group are the official rates published by the Turkish Statistical Institute.
The movement in the publicly available official price index for the year ended
31 December 2025 was an increase of 31% (2024: increase of 44%) in Turkey.
IAS 29 requires that the income statement is adjusted for inflation in the
year and translated at the year end foreign exchange rates and that
non-monetary assets and liabilities on the balance sheet are inflated to
reflect the change in purchasing power caused by inflation from the date of
initial recognition. For the year ended 31 December 2025, this resulted in an
increase in goodwill of £5.2m (2024: £7.5m). The impacts on other
non-monetary assets and liabilities were immaterial. The impact to retained
earnings during the year was a gain of £11.2m (2024: gain of £17.1m).
The total impact to the Consolidated income statement during the year was a
charge of £6.6m (2024: £9.8m) to profit after tax from hyperinflation
accounting adjustments, comprising a £6.8m adverse impact (2024: £9.9m
adverse impact) on adjusted profit before tax and a decreased tax charge of
£0.2m (2024: £0.1m increased tax charge).
When applying IAS 29 on an ongoing basis, comparatives in a stable currency
are not restated with the translation effect presented within other
comprehensive income during the year, and the effect of inflating opening
balances to the measuring unit current at the end of the reporting period
presented as a change in equity.
b) Newly adopted accounting policies
There are no new standards or amendments to existing standards that are
effective that have had a material impact on the Group. Based on the Group's
ongoing assessment, the Group does not anticipate any new or revised standards
and interpretations that are effective from 1 January 2026 and beyond to have
a material impact on its consolidated results or financial position.
2. Alternative performance measures
In addition to the various performance measures defined under IFRS, the Group
reports a number of other measures that are designed to assist with the
understanding of the underlying performance of the Group and its businesses.
These measures are not defined under IFRS and, as a result, do not comply with
Generally Accepted Accounting Practice ('GAAP') and are therefore known as
'alternative performance measures'. Accordingly, these measures, which are not
designed to be a substitute for any of the IFRS measures of performance, may
not be directly comparable with other companies' alternative performance
measures. The principal alternative performance measures used within the
consolidated financial statements and the location of the reconciliation to
equivalent IFRS measures are shown and defined in the table below where
applicable:
Organic revenue growth Revenue excluding the incremental impact of acquisitions and disposals
compared to revenue in prior years at constant exchange
Underlying Revenue excluding the incremental impact of acquisitions and disposals
compared to revenue in prior years at constant exchange, adjusted for
revenue growth differences in trading days between years and adjusted to exclude growth in
excess of 26% per annum in hyperinflationary economies (reconciled in the
Financial Review)
Adjusted Operating profit before amortisation excluding software, acquisition related
items through operating profit and non-recurring pension scheme
operating profit charges/credits (reconciled in the following tables and in the Consolidated
income statement)
Operating margin Adjusted operating profit as a percentage of revenue
Adjusted finance expense Finance expense before interest on unwinding of discounting on deferred
consideration
Adjusted profit Profit before income tax, amortisation excluding software, acquisition related
items, non-recurring pension scheme charges/credits and profit or loss on
before income tax disposal of businesses (reconciled in the following tables)
Adjusted profit Profit for the year before amortisation excluding software, acquisition
related items, non-recurring pension scheme charges/credits, profit or loss on
for the year disposal of businesses and the associated tax (reconciled in the following
tables)
Effective tax rate Tax on adjusted profit before income tax as a percentage of adjusted profit
before income tax
Adjusted earnings Adjusted profit for the year attributable to the Company's equity holders
divided by the weighted average number of ordinary shares in issue (reconciled
per share in the following tables and in Note 7)
Adjusted diluted Adjusted profit for the year attributable to the Company's equity holders
divided by the diluted weighted average number of ordinary shares (reconciled
earnings per share in Note 7)
Operating Cash generated from operations before acquisition related items after
deducting purchases of property, plant and equipment and software and adding
cash flow back the proceeds from the sale of property, plant and equipment and software
and deducting the payment of lease liabilities (as shown in the Consolidated
cash flow statement)
Free cash flow Operating cash flow after deducting payments for income tax and net interest
excluding interest on lease liabilities (as shown in the Consolidated cash
flow statement)
Lease adjusted operating profit Adjusted operating profit after adding back the depreciation of right-of-use
assets and deducting the payment of lease liabilities (as shown in the
Consolidated cash flow statement)
Cash conversion Operating cash flow as a percentage of lease adjusted operating profit (as
shown in the Consolidated cash flow statement)
Working capital Inventories and trade and other receivables less trade and other payables,
excluding non‑trading related receivables, non-trading related payables
(including those relating to acquisition payments) and dividends payable
(reconciled in Note 12)
Return on average operating capital The ratio of adjusted operating profit to the average of the month end
operating capital employed (being property, plant and equipment, right-of-use
assets, software, inventories and trade and other receivables less trade and
other payables)
Return on The ratio of adjusted operating profit to the average of the month end
invested capital (being equity after adding back net debt, lease liabilities,
invested capital net defined benefit pension scheme assets/liabilities, cumulative amortisation
excluding software, acquisition related items and amounts written off
goodwill, net of the associated tax)
Dividend cover The ratio of adjusted earnings per share to the total dividend per share
EBITDA Adjusted operating profit on a historical GAAP basis, before depreciation of
property, plant and equipment and software amortisation and after adjustments
as permitted by the Group's debt covenants, principally to exclude share
option charges and to annualise for the effect of acquisitions and disposal of
businesses
Net debt excluding lease liabilities Net debt excluding the carrying value of lease liabilities (reconciled in Note
14)
Covenant net debt to EBITDA Net debt excluding lease liabilities calculated at average exchange rates
divided by EBITDA
Adjusted net debt Net debt excluding lease liabilities and including total deferred and
contingent consideration (as reconciled in the Financial Review)
Adjusted net debt including lease liabilities Net debt including lease liabilities and total deferred and contingent
consideration (as reconciled in the Financial Review)
Adjusted net debt to EBITDA Adjusted net debt calculated at average exchange rates divided by EBITDA
adjusted for contractually agreed earnings targets
Adjusted net debt including lease liabilities to EBITDA Adjusted net debt including lease liabilities calculated at average exchange
rates divided by adjusted operating profit, before depreciation of property,
plant and equipment and right of use assets and software amortisation and
after adjustments to exclude share option charges and to annualise for the
effect of acquisitions and disposal of businesses adjusted for contractually
agreed earnings targets
Constant Growth rates at constant exchange rates are calculated by retranslating the
results for prior years at the average rates for the year ended 31 December
exchange rates 2025 so that they can be compared without the distorting impact of changes
caused by foreign exchange translation. The principal exchange rates used for
2025 and 2024 can be found in the Financial Review.
There have been no new alternative performance measures during the period and
all alternative performance measures have been calculated consistently with
the methods applied in the consolidated financial statements for the year
ended 31 December 2024.
A number of the alternative performance measures listed above exclude the
charge for amortisation excluding software, acquisition related items,
non-recurring pension scheme charges/credits, profit or loss on disposal of
businesses and any associated tax, where relevant.
Acquisition related items through operating profit comprises deferred
consideration payments relating to the retention of former owners of
businesses acquired, transaction costs and expenses, adjustments to previously
estimated earn outs, customer relationships asset impairment charges, goodwill
impairment charges and interest on acquisition related income tax. Total
acquisition related items also includes interest on unwinding of discounting
deferred consideration, which is included in net finance expense. Amortisation
excluding software comprises amortisation of customer and supplier
relationships, brands and technology intangible assets. Acquisition related
items, amortisation (excluding software) and any associated tax are considered
by management to form part of the total spend on acquisitions or are non-cash
items resulting from acquisitions. The non-recurring pension scheme
charges/credit relate to non-recurring charges arising from the Group's
participation in a number of defined benefit pension schemes. In the year
ended 31 December 2025 there were no non-recurring pension scheme charges. In
the year ended 31 December 2024 the non-recurring pension scheme credit
relates to a gain on curtailment of the UK defined benefit pension scheme
following the scheme's closure to further accrual in May 2024. Disposal of
businesses in the year ended 31 December 2025 relates to the profit on
disposal of R3 Safety in North America on 31 January 2025. Disposal of
businesses in the year ended 31 December 2024 relates to the loss on disposal
of the Group's business in Argentina on 14 March 2024 and a healthcare
business in Germany on 12 July 2024. None of these items relate to the trading
performance of the business.
Accordingly, these items are not taken into account by management when
assessing the results of the business and are removed in calculating the
profitability measures by which management assesses the performance of the
Group. However, it should be noted that they do exclude charges that
nevertheless do impact the Group's cash flow and GAAP financial performance.
Reconciliation of alternative performance measures to IFRS measures
The principal profit related alternative performance measures, being adjusted
operating profit, adjusted profit before income tax, adjusted profit for the
year and adjusted earnings per share, are reconciled to the most directly
reconcilable statutory measures in the tables below:
Year ended 31 December 2025
Adjusting items
Alternative performance measures Amortisation excluding software Acquisition related items Non-recurring pension scheme credit Disposal of businesses Statutory measures
£m £m £m £m £m £m
Adjusted operating profit 910.3 (151.5) (23.5) - 735.3 Operating profit
Finance income 54.6 54.6 Finance income
Adjusted finance expense (177.8) (3.5) (181.3) Finance expense
Disposal of businesses - 11.9 11.9 Disposal of businesses
Adjusted profit before income tax 787.1 (151.5) (27.0) - 11.9 620.5 Profit before income tax
Tax on adjusted profit (204.6) 39.5 5.7 - (1.3) (160.7) Income tax
Adjusted profit for the year 582.5 (112.0) (21.3) - 10.6 459.8 Profit for the year
Adjusted earnings per share attributable to the Company's equity holders 179.3p (34.5)p (6.6)p - 3.3p 141.5p Basic earnings per share attributable to the Company's equity holders
Year ended 31 December 2024
Adjusting items
Alternative performance measures Amortisation excluding software Acquisition related items Non-recurring pension scheme credit Disposal of businesses Statutory measures
£m £m £m £m £m £m
Adjusted operating profit 976.1 (148.3) (31.7) 3.2 799.3 Operating profit
Finance income 72.6 72.6 Finance income
Adjusted finance expense (175.8) (2.2) (178.0) Finance expense
Disposal of businesses - (20.3) (20.3) Disposal of businesses
Adjusted profit before 872.9 (148.3) (33.9) 3.2 (20.3) 673.6 Profit before income tax
income tax
Tax on adjusted profit (222.4) 42.8 7.8 (0.8) - (172.6) Income tax
Adjusted profit for the year 650.5 (105.5) (26.1) 2.4 (20.3) 501.0 Profit for the year
Adjusted earnings per share attributable to the Company's equity holders 194.3p (31.5)p (7.8)p 0.7p (6.1)p 149.6p Basic earnings per share attributable to the Company's equity holders
3. Segment analysis
The Group results are reported as four business areas based on geographical
regions which are reviewed regularly by the Company's chief operating decision
maker, the Board of directors. The principal results reviewed for each
business area are revenue and adjusted operating profit.
Year ended 31 December 2025
North Continental UK & Rest of the
America Europe Ireland World Corporate Total
£m £m £m £m £m £
m
Revenue 6,276.7 2,442.0 1,883.6 1,243.1 11,845.4
Adjusted operating profit/(loss) 440.5 204.7 153.1 145.3 (33.3) 910.3
Amortisation excluding software (51.9) (44.8) (26.3) (28.5) (151.5)
Acquisition related items through operating profit (3.1) (18.4) 10.6 (12.6) (23.5)
Non-recurring pension scheme credit - - - - - -
Operating profit/(loss) 385.5 141.5 137.4 104.2 (33.3) 735.3
Finance income 54.6
Finance expense (181.3)
Disposal of businesses 11.9
Profit before income tax 620.5
Adjusted profit before income tax 787.1
Income tax (160.7)
Profit for the year 459.8
Operating margin 7.0% 8.4% 8.1% 11.7% 7.7%
Return on average operating capital 40.5% 34.5% 40.5% 35.5% 37.0%
Purchase of property, plant and equipment 19.7 17.6 11.9 6.3 0.1 55.6
Depreciation of property, plant and equipment 11.2 12.5 12.0 6.5 0.2 42.4
Additions to right-of-use assets 59.0 55.5 31.2 11.3 - 157.0
Depreciation of right-of-use assets 88.2 45.8 42.2 20.9 0.7 197.8
Purchase of software 3.1 5.6 6.1 1.0 0.1 15.9
Software amortisation 3.8 5.1 2.5 1.2 0.4 13.0
Year ended 31 December 2024
North Continental UK & Rest of the
America Europe Ireland World Corporate Total
£m £m £m £m £m £m
Revenue 6,568.1 2,377.1 1,625.8 1,205.4 11,776.4
Adjusted operating profit/(loss) 515.6 210.8 135.1 146.2 (31.6) 976.1
Amortisation excluding software (55.9) (42.7) (20.7) (29.0) (148.3)
Acquisition related items through operating profit (0.8) (10.4) 5.1 (25.6) (31.7)
Non-recurring pension scheme credit - - - - 3.2 3.2
Operating profit/(loss) 458.9 157.7 119.5 91.6 (28.4) 799.3
Finance income 72.6
Finance expense (178.0)
Disposal of businesses (20.3)
Profit before income tax 673.6
Adjusted profit before income tax 872.9
Income tax (172.6)
Profit for the year 501.0
Operating margin 7.9% 8.9% 8.3% 12.1% 8.3%
Return on average operating capital 47.5% 40.8% 45.4% 38.9% 43.2%
Purchase of property, plant and equipment 14.2 12.6 7.4 6.1 - 40.3
Depreciation of property, plant and equipment 11.3 11.0 9.2 6.2 0.1 37.8
Additions to right-of-use assets 66.4 36.5 38.1 20.3 - 161.3
Depreciation of right-of-use assets 87.7 42.8 35.3 19.7 0.6 186.1
Purchase of software 2.7 6.6 3.4 1.2 0.2 14.1
Software amortisation 4.2 4.1 2.3 0.9 0.4 11.9
2025 2024
Acquisition related items £m £m
Deferred consideration relating to the retention of 47.1 45.5
former owners of businesses acquired
Transaction costs and expenses 11.2 25.9
Adjustments to previously estimated earn outs and minority options (45.5) (42.0)
12.8 29.4
Customer relationships impairment charges (Note 11) 10.7 2.3
23.5 31.7
4. Finance income/(expense)
2025 2024
£m £m
Interest on cash and cash equivalents 29.6 46.7
Interest income from foreign exchange contracts 21.6 19.9
Net interest income on defined benefit pension schemes in surplus 2.0 3.1
Interest related to income tax 0.4 1.8
Other finance income 1.0 1.1
Finance income 54.6 72.6
Interest on loans and overdrafts (119.3) (122.4)
Lease interest expense (40.6) (38.5)
Interest expense from foreign exchange contracts (12.9) (6.1)
Net interest expense on defined benefit pension schemes in deficit (0.8) (0.7)
Fair value (loss)/gain on US private placement notes and senior bonds in a (26.5) 3.9
hedge relationship
Fair value gain/(loss) on interest rate swaps in a hedge relationship 25.9 (4.1)
Foreign exchange loss on intercompany funding (12.7) (35.5)
Foreign exchange gain on external debt and foreign exchange forward contracts 12.4 34.8
Interest related to income tax - (1.4)
Monetary loss from hyperinflation accounting(1) (2.3) (3.6)
Other finance expense (1.0) (2.2)
Adjusted finance expense (177.8) (175.8)
Interest on unwinding of discounting on deferred consideration (3.5) (2.2)
Finance expense (181.3) (178.0)
Net finance expense (126.7) (105.4)
(1)See Note 1 for further details.
The foreign exchange loss on intercompany funding arises as a result of the
retranslation of foreign currency intercompany loans. This loss on
intercompany funding is substantially matched by the foreign exchange gain on
external debt and foreign exchange forward contracts not in a hedge
relationship which minimises the foreign currency exposure in the income
statement.
5. Income tax
The Group operates in many countries and is subject to different rates of
income tax in those countries. The expected tax rate is calculated as a
weighted average of the tax rates in the tax jurisdictions in which the Group
operates, most of which are equal to or higher than the UK statutory rate for
the year of 25.0% (2024: 25.0%). Although the Group is subject to the global
minimum tax regime known as Pillar 2, this is not expected to cause any
significant increase in the Group's tax liabilities. The adjustments to the
tax charge at the weighted average rate to determine the income tax on profit
are as follows:
2025 2024
£m £m
Profit before income tax 620.5 673.6
Weighted average rate 25.6% 25.1%
Tax charge at weighted average rate 158.7 168.9
Effects of:
non-deductible expenditure 7.1 9.7
impact of intercompany finance 1.0 1.4
change in tax rates 0.1 (0.4)
inflation: tax and accounting impacts 1.2 1.3
adjustments in respect of prior years (7.2) (7.9)
other current year items (0.2) (0.4)
Income tax on profit 160.7 172.6
In assessing the underlying performance of the Group, management uses adjusted
profit before income tax. The tax effect of the adjusting items (see Note 2)
is excluded in monitoring the effective tax rate (being the tax rate on
adjusted profit before income tax) which is shown in the table below.
2025 2024
£m £m
Income tax on profit 160.7 172.6
Tax associated with adjusting items 43.9 49.8
Tax on adjusted profit 204.6 222.4
Profit before income tax 620.5 673.6
Adjusting items (Note 2) 166.6 199.3
Adjusted profit before income tax 787.1 872.9
Reported tax rate 25.9% 25.6%
Effective tax rate 26.0% 25.5%
6. Dividends
Total dividends for the years in which they are recognised are:
2025 2024
£m £m
2023 interim 61.0
2023 final 167.6
2024 interim 66.7
2024 final 175.5
Total 242.2 228.6
Total dividends per share for the year to which they relate are:
Per share
2025 2024
Interim 20.2p 20.1p
Final 53.9p 53.8p
Total 74.1p 73.9p
The 2025 interim dividend of 20.2p per share was paid on 5 January 2026 and
comprised £64.8m of cash. The 2025 final dividend of 53.9p per share will be
paid on 2 July 2026 to shareholders on the register at the close of business
on 22 May 2026. The 2025 final dividend will comprise approximately £173m of
cash.
7. Earnings per share
2025 2024
£m £m
Profit for the year attributable to the Company's equity holders 459.2 500.4
Adjusted for:
amortisation excluding software 151.5 148.3
acquisition related items 27.0 33.9
(profit)/loss on disposal of businesses (11.9) 20.3
non-recurring pension scheme credit - (3.2)
tax credit on adjusting items (43.9) (49.8)
Adjusted profit for the year attributable to the Company's equity holders 581.9 649.9
2025 2024
Basic weighted average number of ordinary shares in issue (million) 324.6 334.4
Dilutive effect of employee share plans (million) 1.4 2.1
Diluted weighted average number of ordinary shares (million) 326.0 336.5
Basic earnings per share attributable to the Company's equity holders 141.5p 149.6p
Adjustment 37.8p 44.7p
Adjusted earnings per share attributable to the Company's equity holders 179.3p 194.3p
Diluted basic earnings per share attributable to the Company's equity holders 140.9p 148.7p
Adjustment 37.6p 44.4p
Adjusted diluted earnings per share attributable to the Company's equity 178.5p 193.1p
holders
8. Acquisitions
2025
Summary details of the businesses acquired during the year ended 31 December
2025 are shown in the table below:
Percentage of share capital acquired Annualised
Acquisition date revenue
Business Sector Country 2025 £m
Inpakomed Healthcare Netherlands 31 March 100% 2.5
Quindesur Foodservice and Cleaning & Hygiene 1 July
Spain 100% 11.5
Hospitalia Healthcare Chile 8 July 100% 21.2
Solupack Foodservice Brazil 31 July 70% 17.9
Guantes Internacionales Safety Mexico 1 August 100% 15.8
Caterline Foodservice Ireland 10 September 100% 5.6
Anta y Jesús Cleaning & Hygiene Spain 30 September 100% 4.7
Damito s.r.o Cleaning & Hygiene Slovakia 31 October 80% 13.1
Completed acquisitions 92.3
There were no individually significant acquisitions in 2025. The acquisition
of Nisbets in 2024 was considered to be individually significant due to its
impact on intangible assets. The acquisition is therefore separately disclosed
in the table below. A summary of the effect of acquisitions in 2025 and 2024
is shown below:
Total Nisbets Other Total
2025 2024
£m £m £m £m
Customer and supplier relationships 49.5 124.6 160.0 284.6
Brands 3.9 78.3 5.0 83.3
Property, plant and equipment and software 5.9 62.5 9.2 71.7
Right-of-use asset 5.2 55.7 17.3 73.0
Inventories 11.3 77.0 34.7 111.7
Trade and other receivables 29.2 59.6 71.9 131.5
Trade and other payables (13.1) (103.0) (37.4) (140.4)
Net cash 1.0 43.4 16.5 59.9
External debt - (5.6) (0.7) (6.3)
Provisions (13.2) (10.5) (22.3) (32.8)
Lease liabilities (5.2) (55.7) (18.0) (73.7)
Income tax payable and deferred tax liabilities (21.2) (45.8) (65.4) (111.2)
Fair value of net assets acquired 53.3 280.5 170.8 451.3
Less non-controlling interests - (2.7) - (2.7)
Goodwill 50.9 187.5 170.3 357.8
Consideration 104.2 465.3 341.1 806.4
Satisfied by:
cash consideration 95.6 377.6 297.6 675.2
deferred consideration 8.6 87.7 43.5 131.2
104.2 465.3 341.1 806.4
Contingent payments relating to the retention of former owners 17.4 42.1 50.7 92.8
Interest relating to discounting of deferred consideration - 15.1 2.2 17.3
Net cash acquired (1.0) (43.4) (16.5) (59.9)
Transaction costs and expenses 11.2 12.4 13.5 25.9
Total committed spend in respect of acquisitions completed in the current 131.8 882.5
period
491.5 391.0
The net cash outflow in the year in respect of acquisitions comprised:
Total Nisbets Other Total
2025 £m £m 2024
£m £m
Cash consideration 95.6 377.6 297.6 675.2
Net cash acquired (1.0) (43.4) (16.5) (59.9)
Deferred consideration payments 23.9 - 20.9 20.9
Net cash outflow on purchase of businesses 118.5 334.2 302.0 636.2
Transaction costs and expenses paid 12.1 11.0 14.6 25.6
Payments relating to retention of former owners 31.3 - 16.4 16.4
Cash outflow from acquisition related items 43.4 11.0 31.0 42.0
Total cash outflow in respect of acquisitions 161.9 345.2 333.0 678.2
Acquisitions completed in the year ended 31 December 2025 contributed £37.4m
(2024: £398.3m) to the Group's revenue, £6.9m (2024: £34.8m) to the Group's
adjusted operating profit and £5.8m (2024: £20.1m) to the Group's operating
profit for the year ended 31 December 2025.
The estimated contributions from acquisitions completed and agreed during the
year to the results of the Group for the year if such acquisitions had been
made at the beginning of the year, are as follows:
2025 2024
£m £m
Revenue 92.3 744.2
Adjusted operating profit 16.0 72.0
Deferred consideration
The table below gives further details of the Group's deferred consideration
liabilities:
2025 2024
£m £m
Minority options - acquisition of non-controlling interests 127.8 158.4
Earn outs 33.6 33.7
Deferred consideration held at fair value 161.4 192.1
Minority options - retention payments of former owners 44.4 50.3
Other 19.9 15.8
Total deferred consideration 225.7 258.2
Current 29.4 43.6
Non-current 196.3 214.6
Total deferred consideration 225.7 258.2
Expected future payments which are contingent on the continued retention of 53.2 117.2
former owners of businesses acquired not yet recognised on balance sheet
Total deferred and contingent consideration - on and off balance sheet 278.9 375.4
The maturity profile of total deferred and contingent consideration is set out
in the table below.
2025 2024
£m £m
Within one year 31.4 44.2
After one year but within two years 81.7 19.3
After two years but within five years 165.8 301.3
After five years - 10.6
278.9 375.4
2024
Summary details of the businesses acquired or agreed to be acquired during the
year ended 31 December 2024 are shown in the table below:
Percentage of share capital acquired Annualised
Acquisition date 2024 revenue
Business Sector Country £m
Pamark Foodservice, Healthcare, Cleaning & Hygiene and Safety Finland 29 February 100% 53.3
Nisbets Foodservice United Kingdom 23 May 80% 474.9
Clean Spot Cleaning & Hygiene Canada 18 June 100% 4.3
Sistemas De Embalaje Anper Other Spain 28 June 100% 24.9
Holland Packaging Retail Netherlands 29 June 75% 15.0
RCL Implantes Healthcare Brazil 03 July 100% 15.6
Powervac Cleaning & Hygiene Australia 31 July 100% 4.5
Cermerón Foodservice Spain 30 August 100% 10.3
Cubro Group Healthcare New Zealand 30 September 72% 45.7
DBM Medical Group Healthcare New Zealand 30 September 75% 8.7
Arrow County Holdings Limited Cleaning & Hygiene United Kingdom 22 October 100% 27.1
C&C Group Foodservice United Kingdom 29 October 100% / 80% 26.7
Comodis Cleaning & Hygiene France 01 December 100% 20.7
Others* 12.5
Acquisitions agreed and completed in the year 744.2
*Others includes two acquisitions agreed in 2024.
9. Disposal of businesses
The Group completed the disposal of R3 Safety in North America on 31 January
2025. Disposal of businesses 2024 related to the loss on disposal of the
Group's business in Argentina on 14 March 2024 and a healthcare business in
Germany on 12 July 2024.
The profit/loss on disposal of businesses comprised:
Profit/(loss) on disposal of businesses 2025 2024
£m £m
Cash consideration received 17.6 4.4
Net assets disposed (10.4) (6.0)
Recycling of historical foreign exchange gains/(losses) 5.6 (18.7)
Transaction costs and provisions (0.9) -
Profit/(loss) on disposal of businesses 11.9 (20.3)
The net cash inflow in the year in respect of disposal of business comprised:
Cash flow from disposal of businesses 2025 2024
£m £m
Cash consideration received 17.6 4.4
Cash and cash equivalents disposed - (1.5)
Transaction costs paid (0.6) -
Net cash inflow 17.0 2.9
10. Right-of-use assets
Property Motor Vehicles Equipment Total
2025 £m £m £m £m
Net book value at beginning of year 577.7 83.9 36.0 697.6
Acquisitions (Note 8) 4.8 0.4 - 5.2
Additions 102.2 39.2 15.6 157.0
Depreciation charge in the year (151.0) (34.0) (12.8) (197.8)
Remeasurement adjustments 30.4 (0.8) - 29.6
Currency translation (7.6) (0.5) (1.4) (9.5)
Net book value as at 31 December 2025 556.5 88.2 37.4 682.1
Property Motor Vehicles Equipment Total
2024 £m £m £m £m
Net book value at beginning of year 520.0 68.8 27.5 616.3
Acquisitions (Note 8) 69.8 2.9 0.3 73.0
Disposal of businesses (0.2) (0.1) (0.1) (0.4)
Transferred to assets held for sale (1.5) - - (1.5)
Additions 97.9 44.4 19.0 161.3
Depreciation charge in the year (142.8) (31.6) (11.7) (186.1)
Remeasurement adjustments 47.8 0.8 1.2 49.8
Currency translation (13.3) (1.3) (0.2) (14.8)
Net book value as at 31 December 2024 577.7 83.9 36.0 697.6
11. Intangible assets
2025
Goodwill Customer and supplier relationships Brands Technology Software Total
£m £m £m £m £m £m
Cost
Beginning of year 2,297.8 2,653.5 130.6 8.8 130.1 5,220.8
Acquisitions (Note 8) 50.9 49.5 3.9 - 104.3
Disposal of businesses - (13.0) - - - (13.0)
Adjustment for hyperinflation accounting(1) 5.2 - - - - 5.2
Additions 15.9 15.9
Disposals (5.9) (5.9)
Currency translation (7.3) (5.6) (1.4) 0.5 1.3 (12.5)
End of year 2,346.6 2,684.4 133.1 9.3 141.4 5,314.8
Accumulated amortisation and impairment
Beginning of year 11.7 1,417.7 14.2 3.5 89.9 1,537.0
Amortisation charge in year 140.4 9.3 1.8 13.0 164.5
Impairment charge in year 10.7 10.7
Disposal of businesses (13.0) - (13.0)
Disposals (5.9) (5.9)
Currency translation (0.3) 3.0 (0.4) 0.2 0.9 3.4
End of year 11.4 1,558.8 23.1 5.5 97.9 1,696.7
Net book value at 2,335.2 1,125.6 110.0 3.8 43.5 3,618.1
31 December 2025
2024
Goodwill Customer and supplier Brands Technology Software Total
relationships
£m £m £m £m £m £m
Cost
Beginning of year 2,020.7 2,494.5 48.5 9.3 116.8 4,689.8
Acquisitions (Note 8) 357.8 284.6 83.3 - 4.2 729.9
Disposal of businesses (3.3) (15.4) - - (0.3) (19.0)
Adjustment for hyperinflation accounting(1) 7.5 0.9 - - - 8.4
Additions 14.1 14.1
Disposals (2.1) (2.1)
Transferred to assets held for sale (1.7) - - - - (1.7)
Currency translation (83.2) (111.1) (1.2) (0.5) (2.6) (198.6)
End of year 2,297.8 2,653.5 130.6 8.8 130.1 5,220.8
Accumulated amortisation and impairment
Beginning of year 11.8 1,343.7 7.4 1.8 83.0 1,447.7
Amortisation charge in year 139.4 7.1 1.8 11.9 160.2
Impairment charge in year 2.3 2.3
Disposal of businesses (11.2) (0.3) (11.5)
Adjustment for hyperinflation accounting(1) 0.7 0.7
Disposals (2.1) (2.1)
Currency translation (0.1) (57.2) (0.3) (0.1) (2.6) (60.3)
End of year 11.7 1,417.7 14.2 3.5 89.9 1,537.0
Net book value at 2,286.1 1,235.8 116.4 5.3 40.2 3,683.8
31 December 2024
(1)See Note 1 for further details.
Goodwill, customer relationships, brands and technology intangible assets have
been acquired as part of business combinations. Further details of
acquisitions made in the year are set out in Note 8.
Based on our impairment testing, the Group has recognised an impairment charge
of £10.7m relating to the customer relationships asset of a safety business
within the Rest of Continental Europe cash generating unit in Continental
Europe (2024: £2.3m relating to the customer relationships intangible asset
of a foodservice business within the Benelux and Germany cash generating unit
in Continental Europe).
12. Working capital
2025 2024
£m £m
Inventories 1,682.6 1,760.9
Trade and other receivables 1,729.4 1,634.1
Trade and other payables - current (2,108.4) (2,206.1)
(Deduct)/add back net non-trading related receivables and payables (15.5) 21.3
1,288.1 1,210.2
See Note 16 for the cash flow impact of movements in working capital which
exclude the impact from foreign exchange movements, acquisitions and the
disposal of businesses.
13. Lease liabilities
The Group leases certain property, plant, equipment and vehicles under
non-cancellable operating lease agreements. These leases have varying terms
and renewal rights. Details of the Group's right-of-use assets recognised
under these lease agreements are shown in note 10.
2025 2024
Movement in lease liabilities £m £m
Beginning of year 754.1 664.5
Acquisitions (Note 8) 5.2 73.7
Disposal of businesses (Note 9) - (0.4)
Transferred to liabilities held for sale - (1.6)
New leases 157.0 161.3
Interest charge in the year 40.6 38.5
Payment of lease liabilities (232.7) (216.7)
Remeasurement adjustments 29.3 50.4
Currency translation (11.0) (15.6)
End of year 742.5 754.1
Ageing of lease liabilities:
Current lease liabilities 187.0 180.4
Non-current lease liabilities 555.5 573.7
End of year 742.5 754.1
14. Cash, cash equivalents and overdrafts and net debt
2025 2024
£m £m
Cash at bank and in hand 472.8 1,369.1
Money market funds 67.3 63.8
Cash and cash equivalents 540.1 1,432.9
Bank overdrafts (212.6) (987.9)
Cash, cash equivalents and overdrafts 327.5 445.0
Interest bearing loans and borrowings - current liabilities (203.8) (619.2)
Interest bearing loans and borrowings - non-current liabilities (1,736.5) (1,361.7)
Derivatives managing the interest rate risk and currency profile of the debt (51.1) (75.5)
Net debt excluding lease liabilities (1,663.9) (1,611.4)
Lease liabilities (Note 13) (742.5) (754.1)
Net debt including lease liabilities (2,406.4) (2,365.5)
The cash at bank and in hand and bank overdrafts amounts included in the table
above include the amounts associated with the Group's cash pool. The cash pool
enables the Group to access cash in its subsidiaries to pay down the Group's
borrowings. The Group has the legal right of set-off of balances within the
cash pool which is an enforceable right. The cash at bank and in hand and bank
overdrafts figures net of the amounts in the cash pool are disclosed below for
reference:
2025 2024
£m £m
Cash at bank and in hand net of amounts in the cash pool 280.6 406.9
Money market funds 67.3 63.8
Bank overdrafts net of amounts in the cash pool (20.4) (25.7)
Cash, cash equivalents and overdrafts 327.5 445.0
15. Movement in net debt
Cash, cash equivalents and Interest bearing
loans and
overdrafts borrowings Derivatives Net debt
2025 £m £m £m £m
Beginning of year excluding lease liabilities 445.0 (1,980.9) (75.5) (1,611.4)
Cash flow excluding movements in other components of net debt 73.9 - - 73.9
Interest paid excluding interest on lease liabilities (127.3) - - (127.3)
Increase in borrowings 495.4 (495.4) - -
Repayment of borrowings (559.2) 559.2 - -
Receipts on settlement of foreign exchange contracts 8.9 - (8.9) -
Net cash outflow (108.3) 63.8 (8.9) (53.4)
Non-cash movement in debt - (33.9) 26.1 (7.8)
Realised gains on foreign exchange contracts - - 8.9 8.9
Currency translation (9.2) 10.7 (1.7) (0.2)
End of year excluding lease liabilities 327.5 (1,940.3) (51.1) (1,663.9)
Lease liabilities - (742.5) - (742.5)
End of year including lease liabilities 327.5 (2,682.8) (51.1) (2,406.4)
Cash, cash equivalents and Interest bearing
loans and
overdrafts borrowings Derivatives Net debt
2024 £m £m £m £m
Beginning of year excluding lease liabilities 551.9 (1,547.1) (90.3) (1,085.5)
Cash flow excluding movements in other components of net debt (405.7) - - (405.7)
Interest paid excluding interest on lease liabilities (126.6) - - (126.6)
Increase in borrowings 561.7 (561.7) - -
Repayment of borrowings (132.9) 132.9 - -
Receipts on settlement of foreign exchange contracts 24.2 - (24.2) -
Net cash inflow/(outflow) (79.3) (428.8) (24.2) (532.3)
Non-cash movement in debt - 6.5 (4.2) 2.3
Loans and borrowings recognised on acquisition - (6.3) - (6.3)
Realised gains on foreign exchange contracts - - 24.2 24.2
Currency translation (27.6) (5.2) 19.0 (13.8)
End of year excluding lease liabilities 445.0 (1,980.9) (75.5) (1,611.4)
Lease liabilities - (754.1) - (754.1)
End of year including lease liabilities 445.0 (2,735.0) (75.5) (2,365.5)
16. Cash flow from operating activities
The tables below give further details on the adjustments for depreciation and
software amortisation, other non-cash items and the working capital movement
shown in the Consolidated cash flow statement.
Depreciation and software amortisation 2025 2024
£m £m
Depreciation of right-of-use assets 197.8 186.1
Other depreciation and software amortisation 55.4 49.7
253.2 235.8
Other non-cash items 2025 2024
£m £m
Share based payments 3.5 17.2
Provisions (6.6) 0.6
Retirement benefit obligations 0.1 1.1
Hyperinflation accounting adjustments 4.4 6.0
Other 1.7 (6.3)
3.1 18.6
Working capital movement 2025 2024
£m £m
Decrease/(increase) in inventories 48.4 (94.3)
(Increase)/decrease in trade and other receivables (72.0) 0.7
Decrease in trade and other payables (6.9) (3.5)
(30.5) (97.1)
17. Related party disclosures
The Group has identified the directors of the Company, their close family
members, the Group's defined benefit pension schemes and its key management as
related parties for the purpose of IAS 24 'Related Party Disclosures'. There
have been no transactions with those related parties during the year ended 31
December 2025 that have materially affected the financial position or
performance of the Group during this period. All transactions with
subsidiaries are eliminated on consolidation.
Principal risks and uncertainties
The Group operates in six core market sectors in 33 countries which exposes it
to risks and uncertainties, many of which are not fully within the Group's
control. The risks summarised below represent the principal risks and
uncertainties faced by the Group, being those which are material to the
development, performance, position or future prospects of the Group, and the
steps taken to mitigate such risks. However, these risks do not comprise all
of the risks that the Group may face and accordingly this summary is not
intended to be exhaustive.
In addition, the Group's financial performance is partially dependent on
general global economic conditions, the deterioration of which could have an
adverse effect on the Group's business and results of operations. Although not
considered by the Board to be a specific principal risk in its own right, many
of the risks referred to below could themselves be impacted by the economic
environment prevailing in the Group's markets from time to time.
The risks are presented by category of risk (Strategic, Operational and
Financial) and are not presented in order of probability or impact. The
relevant component of the Group's strategy that each risk impacts is also
noted:
A Organic growth
B Acquisition growth
C Operating model improvements
D Sustainability
New principal risk
Following the impact in 2025 associated with the change programme in the
Group's largest business in North America, the Group has included an
additional principal risk relating to major change programme execution. The
business primarily services foodservice and grocery customers and its
operating performance during the course of a major change programme has
materially impacted the Group's results in 2025. Subsequently, a series of
actions were taken to improve performance (i.e. leadership changes to focus on
commercial agility and operational excellence, empowering the local management
and delivering margin benefits through further own brand launches, in addition
to accelerating cost saving initiatives).
Monitoring risks
The Board reviews each risk and assesses the gross impact, applying the
hypothetical assumption that there are no mitigating controls in place, the
net impact after mitigating controls and the probability to set the Group's
mitigation priorities. The register of principal risks and uncertainties was
updated during the year following review by the Executive Committee and
approval by the Board.
Emerging risks
The Board closely monitors all emerging risks that have the potential to
increase in significance and affect the performance of the Group and its
ability to meet its strategic objectives. This knowledge-sharing and
horizon-scanning seeks to identify potential risks and emerging trends,
looking through various risk lenses and over a future time horizon. In
addition to the principal risks faced by the Group, there are risks which are
more uncertain in nature and difficult to assess or that have the potential to
develop and increase in severity over time.
One such risk is geopolitical instability; with operations in 33 countries,
the increasing complexity of international relations and economics
necessitates that Bunzl regularly reviews and updates its strategy to mitigate
potential impact and uncertainty from geopolitical developments. The effects
of global conflicts; shifting political ideologies, possibly leading to
changes in legislation and regulation; and relations between countries are all
monitored through Bunzl's emerging risk process and are considered during
principal risk assessments to drive any coordinated responses that may be
required. Failure to supply and deliver the required volumes could adversely
impact revenue, profit, and customer relationships. The Board will continue to
monitor this risk and the impact on operations and any other uncertainties
that may impact Bunzl's operations.
The directors confirm that they have carried out a robust assessment of the
principal and emerging risks facing the Group, including those that would
threaten its business model, future performance, solvency or liquidity.
Principal risks facing the Group Description of risk and how it might affect the Group's prospects How the risk is managed or mitigated Developments in 2025
Strategic risks
1. Competitive · The Group operates in highly competitive markets and faces price · The Group's geographic and market sector diversification allow it to · Execution challenges related to a change in the operating model of our
competition from international, national, regional and local companies in the withstand shifts in demand, while this global scale across many markets also largest operating company, Bunzl North America Distribution, alongside a
pressures countries and markets in which it operates. enables the Group to provide the broadest possible range of customer specific challenging macroeconomic environment resulted in wallet share loss within its
solutions to suit their exacting needs. foodservice customer base. The business has been focused on actions to improve
Revenue and profits are reduced as the Group loses a customer or lowers prices · Unforeseen changes in the competitive landscape could also occur, such
performance and has seen business wins in the second half of 2025.
due to competitive pressures as an existing competitor or new market entrant introducing disruptive · The Group maintains high service levels and close contact with its
technologies or changes in routes to market. customers to ensure that their needs are being met satisfactorily. This · Continental Europe has strengthened its focus on new business pipeline
includes continuing to invest in e-commerce and digital platforms to further management and delivery of incremental cost savings against a challenging
· Customers, especially large or growing customers, could exert pressure enhance its service offering to customers. macroeconomic backdrop.
Risk owner: on the Group's selling prices, thereby reducing its margins, switch to a
competitor or ultimately choose to deal directly with suppliers. · The Group maintains strong relationships with a variety of different · The Group continued to invest in technology to streamline customers'
CEO and business area heads
suppliers, thereby enabling the Group to offer a broad range of products to experience.
· Any of these competitive pressures could lead to a loss of market share its customers, including own brand products, in a consolidated
and a reduction in the Group's revenue and profits. one-stop-shop offering at competitive prices. · The Group continued to develop its sustainable product assortment,
supported by own brand ranges, and tools to assist customers in meeting their
Change to risk level: · The Group has a layered governance structure that includes strategic sustainability goals.
planning and budget reviews, retrospective commercial analysis, digital KPI
No change reporting, forecasting, and regular CFO updates to the Board ensuring early
identification and effective response to the flagged risks.
Included in viability statement: Yes
A
2. Financial · An unexpected insolvency of either a large customer or a significant · The Group monitors significant developments in relationships with key · In 2025, the Group did not encounter material insolvencies of either a
number of small customers could lead to a sudden reduction in revenue and customers, including credit checks and limits set for each customer. large customer or a significant number of smaller customers. However, this
collapse of either a large customer and/or a significant number of small profits, including the cost of impairing any irrecoverable receivables
remains a significant risk given the potential for global economic downturn.
customers balances, as well as operating margin erosion due to under-used capacity. · Delegation of authority limits mean that there is oversight of all
material customer contracts at business area and local level. · In 2025, provisions relating to the Group's credit exposure from
Revenue and profits are reduced as the Group loses customers · The Group's revenue and profits may be affected as well as receivables customers remained broadly unchanged.
and inventory (if customer specific inventory is held).
Risk owner:
CEO and business area heads
Change to risk level: No change
Included in viability statement: Yes
A
3. Product cost · In the event of a reduction in the cost of products bought by the · The Group uses its considerable experience in sourcing and selling · The pricing impact was broadly stable across the Group over 2025,
Group, due to suppliers passing on lower commodity prices (such as plastic or products to manage prices during periods of deflation in order to minimise although some businesses continued to be impacted by deflation, such as our
deflation paper) or other price reductions, lower trade tariffs and/or foreign currency the impact on profits. cleaning & hygiene businesses in France, reflective of a post Covid-19
fluctuations, coupled with actions of competitors or customers, indexed or
normalisation of pricing, and a weak economy.
Revenue and profits are reduced due to the Group's need to pass on cost price cost plus contracts may require the Group to pass on such cost reductions to · Focus on the Group's own brand products, together with the
reductions customers, resulting in a reduction in the Group's revenue and profits. reinforcement of the Group's service and product offering to customers, helps
to minimise the impact of price deflation.
· Operating profits may also be lower due to the above factors if
operating costs are not reduced commensurate with the reduction in revenue. · The Group continually looks at ways to improve productivity and
Risk owner: implement other efficiency measures to manage and, where possible, reduce
its operating costs.
CEO and business area heads
Change to risk level:
No change
Included in viability statement: Yes
A, C
4. Cost inflation · Significant or unexpected cost increases by suppliers, due to the pass · The Group sources its products from a number of different suppliers · The Group experienced significant product cost inflation in recent
through of higher commodity prices (such as plastic or paper) or other price based in different countries so that it is not dependent on any one source of years. Selling prices to customers were continually evaluated and updated to
Profits are reduced due to the Group's inability to pass on product or increases, higher trade tariffs and/or foreign currency fluctuations, could supply for any particular product, or overly exposed to a particular country ensure that profitability levels were at least maintained. Overall, the Group
operating cost increases adversely impact profits if the Group is unable to pass on such product cost changing trade tariffs, and can purchase products at the most competitive was very successful in passing on product cost inflation.
increases to customers. prices.
· The Group's ongoing focus on own brand product development is an
· Operating profits may also be lower due to the above factors if selling · The majority of the Group's transactions are carried out in the important tool for discussions with customers about price increases.
Risk owner: prices are not increased commensurate with the increases in operating costs. functional currencies of the Group's operations, but for foreign currency
transactions some forward purchasing of foreign currencies is used to reduce · Operating cost inflation, overall, was more typical over the year, with
CEO and business area heads the impact of short term currency volatility. wage inflation across the US, UK & Ireland and Continental Europe being at
normalised levels, which we expect to remain the case in 2026.
· The Group will, where possible, pass on price increases from its
suppliers to its customers. · Property cost inflation, linked to lease renewals, moderated from
Change to risk level:
recent high levels and fuel and freight inflation was moderate and supported
· The Group continually looks at ways to improve productivity and by the annualisation of prior year contract retendering in North America.
No change implement other efficiency measures to manage and, where possible, reduce its
operating costs. · Operating cost growth was partially supported by cost actions taken,
such as restructuring projects and warehouse consolidations and relocations.
Included in viability statement: Yes
A, C
5. Inability to make further acquisitions · Acquisitions are a key component of the Group's growth strategy and one · The Group maintains a large acquisition database which continues to · The acquisition pipeline is closely monitored with continued research
of the key sources of the Group's competitive advantage, having completed 237 grow with targets identified by managers of current Bunzl businesses, research of any available opportunities for investment.
Profit growth is reduced from the Group's inability to acquire new companies acquisitions since 2004. undertaken by the Group's dedicated and experienced in-house corporate
development team and information received from banking and corporate finance · During 2025, the Group's committed acquisition spend was £132 million
· Insufficient acquisition opportunities, through a lack of availability contacts. and the pipeline remains active.
of suitable companies to acquire or an unwillingness of business owners to
Risk owner: sell their companies to Bunzl, could adversely impact future profit growth. · The Group has a strong track record of successfully making
acquisitions. At the same time, the Group maintains a decentralised management
CEO and business area heads structure which facilitates a strong entrepreneurial culture and encourages
former owners to remain within the Group after acquisition, which in turn
encourages other companies to consider selling to Bunzl.
Change to risk level:
No change
Included in viability statement: Yes
B
6. Unsuccessful acquisition · Inadequate pre-acquisition due diligence related to a target company · The Group has established processes and procedures for detailed · The acquisition pipeline is reviewed by Executive Committee, and for
and its market, or an economic decline shortly after an acquisition, could pre-acquisition due diligence related to acquisition targets and the any new significant acquisitions that are proposed, the Board reviews the
Profits are reduced, including by an impairment charge, due to an unsuccessful lead to the Group paying more for a company than its fair value. post-acquisition integration thereof. potential acquisition in detail.
acquisition or acquisition integration
· Furthermore, the loss of key people or customers, exaggerated by · The Group's acquisition strategy is to focus on those businesses which · The CEO and CFO review the performance of all acquisitions with
inadequate post-acquisition integration of the business, could in turn result operate in sectors where it has or can develop competitive advantage and which business area management teams on a quarterly basis.
in underperformance of the acquired company compared to pre-acquisition have good growth opportunities.
Risk owner: expectations which could lead to lower profits as well as a need to record an
· Internal Audit reviews acquisitions on average within 18 months of the
impairment charge against any associated intangible assets. · The Group endeavours to maximise the performance of its acquisitions sale.
CEO and business area heads through the recruitment and retention of high quality and appropriately
incentivised management combined with effective strategic planning, investment · The Board reviews performance of recent acquisitions annually. In 2025,
in resources and infrastructure and regular reviews of performance by both the Board reviewed the principal acquisitions made in 2023 and noted that in
business area and Group management. aggregate they outperformed acquisition case expectations.
Change to risk level:
· Defined delegation of authority limits provide robust oversight of all
No change acquisition thresholds and associated requirements.
Included in viability statement: Yes
A, B
7. Sustainability driven market · New legislation introduced outside Europe and the UK in countries where · Bunzl is well positioned to support its customers with the legislative · The majority of the Group's businesses in the retail, foodservice and
Bunzl operates mirrors (and in some cases goes further than) the legislation complexity due to its material agnostic position and network strength allowing grocery sectors now employ material footprint tools that explain how
changes previously introduced in Europe and the UK. The scope of new legislation tends it to deliver the right products across large multi-site customer operations. legislation will impact the products and packaging a customer uses, while
to cover a wider range of products than that previously introduced.
promoting the alternatives we have in our ranges.
Revenue and profits are reduced due to the Group's inability to offer Legislation related to packaging still remains extremely fragmented across · Bunzl's scale and unique position at the centre of the supply chain,
sustainable products in response to changes in legislation, consumer different regions. supported by expert sustainability managers, gives the Group an opportunity to · There has been a degree of price sensitivity in our customer sectors
preferences or the competitive environment
provide customers with advice about alternative products which are recyclable, driven by inflation, and in some cases packaging target dates (e.g. the US
· The introduction of Extended Producer Responsibility 'EPR' is a new compostable, biodegradable or reusable. Plastics Pact) have been delayed due to the lack of consistent legislation and
consideration for the Group and our customers. EPR is being introduced in the
waste management infrastructure. These trends have the potential to slow
UK, EU, Australia, Canada and some US States. EPR is legislation that aims to · EPR will incentivise customers to specify more recyclable products to transition, but the introduction of new legislation with high compliance costs
Risk owner: make all organisations in a value chain responsible for the cost of the avoid high modulation fees. This should further drive transition to (e.g. EPR) will likely cause organisations to accelerate their replacement of
collection, management, and recycling of packaging. It applies modulation fees alternative products that are well suited to the circular economy. non-recyclable/less recyclable products.
CEO and business area heads based on packaging recyclability where non-recyclable materials will incur
extremely high compliance costs. · The Group has access to an extensive supply chain of product and · The introduction of new EPR rules place higher financial and
packaging manufacturers who are innovating the range of products they produce operational obligations on businesses for the end-of-life management of
· Consumer sentiment and customer targets are likely to lead to a to satisfy the increased focus on sustainability. This means the Group can packaging, creating strong incentives to move away from non-recyclable or
Change to risk level: reduction in demand for single-use plastic-based products that the Group offer the broadest possible range of products whether in response to hard-to-recycle materials. As compliance costs rise and reporting requirements
sells, while simultaneously increasing demand for renewable, recyclable, or legislative changes, consumer preference driven changes or a desire to offer become more stringent, customers are increasingly prioritising solutions that
No change reusable alternatives. market-leading products to the Group's customers. minimise liability under EPR frameworks. This shift is re-focusing attention
on our alternative material ranges (including own brand) and reinforcing the
· The Group's revenue and profits could be reduced if it is unable to · The Group has access to the proprietary data on the packaging and importance of proactive engagement through our sustainability tools and
offer packaging and products made from alternative materials that will replace products our customers need. That coupled with the Group's detailed product advisory services.
Included in viability statement: Yes products that cannot be sold due to legislation, or products where demand is knowledge and data on customer product usage, ensures that the Group is
lower due to changes in consumer preferences, for example a move to more well-positioned to be able to support its customers in shaping and achieving · The Group has continued to strengthen its expert sustainability teams
reusable packaging. their sustainability strategies. who train customers on incoming legislation, hold customer forums where they
showcase the latest products and support customers to report effectively
A, D against their goals and participation in industry-leading external schemes
such as the New Plastics Economy and B-Corp certification.
· The Group continued to expand and introduce new ranges of own brand
products made from alternative materials.
Operational risks
8. Cyber security failure · The frequency, sophistication and impact of cyber-attacks on businesses · Concurrent with the Group's IT investments, the Group is continuing to · The Group continued to improve cyber security and data privacy
are rising at the same time as Bunzl is increasing its connectivity with third improve information security policies and controls to improve its ability to governance, architecture, and controls, along with increasing awareness of
Revenue and profits are reduced as the parties and its digital footprint through acquisition and investment in govern, monitor, prevent, detect and respond to cyber threats. both cyber security and data privacy across the Group.
e-commerce platforms, AI initiatives, and efficiency enhancing IT systems.
Group is unable to operate and serve its customers' needs due to being
· There is a global Information Security Programme which applies a · We continue to invest in modern cyber security technologies that
impacted by a cyber-attack · Weak cyber defences, both now and in the future, through a failure to risk-based framework of mandatory and enhanced controls tailored to each address current and emerging threats while improving operational processes and
keep up with increasing cyber risks and insufficient IT disaster recovery business. There is a central team for strategy and governance, supported by procedures.
planning and testing, could increase the likelihood and severity of a embedded Information Security professionals across business areas aligned to
cyber-attack leading to business disruption, data loss, reputational damage the Bunzl operating model. · The Group focused on improving cyber security controls, acquisition due
Risk owner: and loss of customers and/or a fine under applicable data protection
diligence, and enhancing the security posture of recently acquired companies.
legislation. · Cyber security awareness campaigns have been deployed across all
CIO
regions to enhance the knowledge of Bunzl personnel and their resilience to
phishing attacks.
· IT disaster recovery and incident management plans, which would be
Change to risk level: implemented in the event of any such failure, are in place and periodically
tested.
No change
Included in viability statement: Yes
A, C
9. Major change programme execution · If a major change programme is not delivered in line with expectations, · All major change initiatives are regularly reviewed by the business · During 2025, this risk was elevated and added as a new principal risk,
a business unit or group of business units may suffer service interruptions, area heads in conjunction with the Group CEO. reflecting the issues associated with the change programme in the Group's
Revenue and profits are reduced due to unsuccessful execution of a major cost overruns, or efficiency losses. This can adversely affect customer and
largest business in North America, which primarily services foodservice and
change programme supplier confidence and Group profitability, especially if the issue occurs in · Steering committees are established to monitor progress of major change grocery customers.
a material business. Bunzl has a limited number of individual businesses that programmes.
are material at the Group level.
· In the Group's largest business in North America, a series of actions
· Business area reviews, including people with relevant experience from were taken to improve performance (e.g. leadership changes to focus on
Risk owner: across the Group, provide the first line of defence. commercial agility and operational excellence, empowering the local management
and delivering margin benefits through further own brand launches, in addition
CEO and business area heads to accelerating cost saving initiatives).
Change to risk level:
New Risk
Included in viability statement: Yes
A, C
10. Availability of funding · Insufficient liquidity in financial markets could lead to banks and · The Group arranges a mixture of borrowings from different sources. · During 2025, the Group refinanced c.£930 million of bilateral
institutions being unwilling to lend to the Group, resulting in the Group
revolving credit facilities with £1,250 million of new revolving credit
Insufficient liquidity in financial markets leading to insolvency being unable to obtain necessary funds when required to repay maturing · The Group continually monitors net debt and forecast cash flows to facilities maturing in 2030 (comprising a £950 million syndicated facility
borrowings, thereby reducing the cash available to meet its trading ensure that it will be able to meet its financial obligations as they fall due and £300 million of bilateral facilities). The Group also launched a US
obligations, make acquisitions and pay dividends. and that sufficient facilities are in place to meet the Group's requirements commercial paper programme alongside its existing euro-commercial paper
in the short, medium and long term. programme which diversifies short term funding sources.
Risk owner:
· The Group refinanced c.£470 million of maturing long term debt with
CFO two £250 million Eurobonds in the capital markets, with maturities in 2031
and 2036.
Change to risk level:
No change
Included in viability statement: Yes
A, B, C
11. Climate change risk · Certain markets and regions are affected by extreme weather (e.g. · Bunzl's supply chain flexibility and lack of fixed manufacturing assets · In 2024, we undertook a comprehensive review and enhancement of our
suppliers and customers in areas impacted by wildfires and flooding) which provide operational resilience to the physical impacts of climate change. Our climate risk assessment, encompassing both our operations and supply chain.
Change in temperature and climate conditions that causes business disruption could impact our commercial strategy. established business continuity planning has helped to ensure continued After a thorough analysis of climate models from the NGFS, IEA, and IPCC, we
and economic loss for the Group
service to customers in case of weather-related disruptions, such as selected the NGFS model (Phase 4) for its versatility in evaluating both
· Failing to align with our customers' sustainability ambitions could hurricanes in North America and the wildfires in Australia. transition and physical risks. We adopted three distinct scenarios (Orderly
lead to reputational damage and loss of sales.
(net zero by 2050), Disorderly (delayed transition), and Hot House World
· Setting emissions reduction targets and tracking progress through our (current policies)) to represent a range of potential climate trajectories and
Risk owner: · The Group may face increased indirect costs from carbon intensive Climate Change Committee to decarbonise our operations and those of the supply their respective impacts on Bunzl. Additionally, we updated our financial
products where carbon prices increase and no suitable substitute materials chain helps to ensure our activities meet or exceed customer expectations. impact assessment, which has led us to the conclusion that there was no
CEO and business area heads exist.
material change to our risk level.
· The ability to pass through any increased costs of products in our
supply chain (for example, due to carbon pricing mechanisms) to our customers. · In 2025, we considered the output of the comprehensive exercise
completed in the prior year and concluded that there was no change to our risk
Change to risk level: · Bunzl assesses and monitors the impact of climate change on GDP at the assessment, which is expressed as a percentage of PBITA and is therefore not
global level, including the impact of carbon pricing on total supply chain impacted by changes in absolute PBITA forecasts.
No change carbon dioxide emissions, and the trajectory of the reduction of carbon
emissions over time based on data from the Network for Greening the Financial
System 'NGFS'.
Included in viability statement: Yes
A, C, D
Forward-looking statements
This announcement contains certain statements about the future outlook for the
Group. Although the Company believes that the expectations are based on
reasonable assumptions, any statements about future outlook may be influenced
by factors that could cause actual outcomes and results to be materially
different.
Responsibility statements
This responsibilities statement has been prepared in connection with the
Group's consolidated financial statements, extracts of which are included
within this announcement.
The Annual Report, which includes the financial statements, complies with the
Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority in respect of the requirement to produce an annual
financial report.
Each of the directors, whose names and functions are set out in the 2025
Annual Report, confirm that, to the best of their knowledge:
· the Group financial statements, which have been prepared in accordance with
UK-adopted International Accounting Standards and International Financial
Reporting Standards issued by the IASB, give a true and fair view of the
assets, liabilities, financial position and profit of the Group;
· the Company financial statements, which have been prepared in accordance with
United Kingdom Accounting Standards, comprising FRS 101, 'Reduced Disclosure
Framework', give a true and fair view of the assets, liabilities, financial
position and profit of the Company; and
· the Annual Report includes a fair review of the development and performance of
the business and the position of the Group and Company, together with a
description of the principal risks and uncertainties that they face.
On behalf of the Board
Frank van Zanten Richard Howes
Chief Executive Officer Chief Financial Officer
2 March 2026
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