Financial assets and liabilities | 20. Financial assets and liabilities The Group’s net debt was as follows: At December 31, 2020 2019 $'m $'m Loan notes 6,483 5,529 Other borrowings 378 381 Net borrowings 6,861 5,910 Cash and cash equivalents (1,267) (614) Derivative financial instruments used to hedge foreign currency and interest rate risk 105 32 Net debt 5,699 5,328 The Group’s net borrowings of $6,861 million (2019: $5,910 million) are classified as non-current liabilities of $6,764 million (2019: $5,815 million) and current liabilities of $97 million (2019: $95 million) in the consolidated statement of financial position at December 31, 2020. At December 31, 2020, the Group’s net debt and available liquidity was as follows: Maximum Final amount maturity Facility Undrawn Facility Currency drawable date type Amount drawn amount Local Local currency currency $'m $'m m m 5.250% Senior Secured Notes USD 700 30-Apr-25 Bullet 700 700 – 4.125% Senior Secured Notes USD 1,215 15-Aug-26 Bullet 1,215 1,215 – 2.125% Senior Secured Notes EUR 439 15-Aug-26 Bullet 439 539 – 2.125% Senior Secured Notes EUR 790 15-Aug-26 Bullet 790 969 – 6.000% Senior Notes USD 800 15-Feb-25 Bullet 800 826 – 4.750% Senior Notes GBP 400 15-Jul-27 Bullet 400 546 – 5.250% Senior Notes USD 800 15-Aug-27 Bullet 800 800 – 5.250% Senior Notes USD 1,000 15-Aug-27 Bullet 1,000 1,000 – Global Asset Based Loan Facility USD 599 07-Dec-22 Revolving – – 599 Lease obligations Various – Amortising – 366 – Other borrowings/credit lines Various – Rolling Amortising – 14 1 Total borrowings / undrawn facilities 6,975 600 Deferred debt issue costs and bond discounts/bond premium (114) – Net borrowings / undrawn facilities 6,861 600 Cash and cash equivalents (1,267) 1,267 Derivative financial instruments used to hedge foreign currency and interest rate risk 105 – Net debt / available liquidity 5,699 1,867 Net debt includes the fair value of associated derivative financial instruments that are used to hedge foreign exchange and interest rate risks relating to Group borrowings. A number of the Group’s borrowing agreements contain certain covenants that restrict the Group’s flexibility in certain areas such as incurrence of additional indebtedness (primarily maximum borrowings to Adjusted EBITDA and a minimum Adjusted EBITDA to interest expense), payment of dividends and incurrence of liens. The Global Asset Based Loan Facility is subject to a fixed charge coverage ratio covenant if 90% or more of the facility is drawn. The facility also includes cash dominion, representations, warranties, events of default and other covenants that are generally of a nature customary for such facilities. At December 31, 2019, the Group’s net debt and available liquidity was as follows: Maximum Final amount maturity Facility Undrawn Facility Currency drawable date type Amount drawn amount Local Local $'m $'m currency currency m m 2.750% Senior Secured Notes EUR 741 15-Mar-24 Bullet 741 832 – 4.250% Senior Secured Notes USD 695 15-Sep-22 Bullet 695 695 – 2.125% Senior Secured Notes EUR 439 15-Aug-26 Bullet 439 493 – 4.125% Senior Secured Notes USD 500 15-Aug-26 Bullet 500 500 – 4.750% Senior Notes GBP 400 15-Jul-27 Bullet 400 528 – 6.000% Senior Notes USD 1,700 15-Feb-25 Bullet 1,700 1,708 – 5.250% Senior Notes USD 800 15-Aug-27 Bullet 800 800 – Global Asset Based Loan Facility USD 663 07-Dec-22 Revolving – – 663 Lease obligations Various – Amortizing – 364 – Other borrowings/credit lines EUR/USD – Rolling Amortizing – 22 1 Total borrowings / undrawn facilities 5,942 664 Deferred debt issue costs and bond premium (32) – Net borrowings / undrawn facilities 5,910 664 Cash and cash equivalents (614) 614 Derivative financial instruments used to hedge foreign currency and interest rate risk 32 – Net debt / available liquidity 5,328 1,278 The following table summarizes movement in the Group’s net debt: 2020 2019 $'m $'m Net increase in cash and cash equivalents per consolidated statement of cash flows (653) (84) Increase/(decrease) in net borrowings and derivative financial instruments 1,024 (2,050) Increase/(decrease) in net debt 371 (2,134) Net debt at January 1, 5,328 7,462 Net debt at December 31, 5,699 5,328 The increase in net borrowings and derivative financial instruments primarily includes proceeds from borrowings of $4.1 billion (2019: $1.8 billion), repayments of borrowings of $3.3 billion (2019: $4.1 billion), a fair value loss on derivative financial instruments used to hedge foreign currency and interest rate risk of $0.1 billion (2019: gain of $0.1 billion), foreign exchange loss on borrowings of $0.2 billion (2019: loss of $0.1 billion) and movements in lease obligations of $nil (2019: $0.3 billion), partly offset by an increase to cash and cash equivalents of $0.7 billion (2019: increase of $0.1 billion). Maturity Profile The maturity profile of the Group’s Senior Secured Notes and Senior Notes is as follows: At December 31, 2020 2019 $'m $'m Within one year or on demand — — Between one and three years — 695 Between three and five years 1,526 832 Greater than five years 5,069 4,029 Total Senior Secured Notes and Senior Notes 6,595 5,556 The maturity profile of the Group’s total borrowings is as follows: At December 31, 2020 2019 $'m $'m Within one year or on demand 97 95 Between one and three years 113 802 Between three and five years 1,588 900 Greater than five years 5,177 4,145 Total borrowings 6,975 5,942 Deferred debt issue costs and bond discounts/bond premium (114) (32) Net Borrowings 6,861 5,910 The maturity profile of the contractual undiscounted cash flows related to the Group’s lease liabilities is as follows: 2020 2019 $'m $'m Not later than one year Later than one year and not later than five years Later than five years The table below analyzes the Group’s financial liabilities (including interest payable) into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contracted undiscounted cash flows. Derivative Trade and financial other Borrowings instruments payables At December 31, 2020 $'m $'m $'m Within one year or on demand 402 104 1,449 Between one and three years 714 26 — Between three and five years 2,112 — — Greater than five years 5,467 — — Derivative Trade and financial other Borrowings instruments payables At December 31, 2019 $'m $'m $'m Within one year or on demand 363 17 1,519 Between one and three years 1,328 9 — Between three and five years 1,345 35 — Greater than five years 4,426 — — The carrying amount and fair value of the Group’s borrowings excluding lease obligations are as follows: Carrying value Deferred debt Amount issue costs and drawn premium Total Fair value At December 31, 2020 $'m $'m $'m $'m Loan notes 6,595 (112) 6,483 6,784 Global Asset Based Loan Facility and other borrowings (2) 12 6,609 (114) 6,495 6,798 Carrying value Deferred debt Amount issue costs and drawn premium Total Fair value At December 31, 2019 $'m $'m $'m $'m Loan notes 5,556 (27) 5,529 5,752 Global Asset Based Loan Facility and other borrowings 22 (5) 17 22 5,578 (32) 5,546 5,774 Financing activity 2020 On April 8, 2020, the Group issued $500 million 5.250% Senior Secured Notes due 2025 and on April 9, 2020, the Group issued $200 million add-on 5.250% Senior Secured Notes due 2025. Net proceeds from the issuance of the notes were used to redeem in full a $300 million term loan credit facility on April 8, 2020 and for general corporate purposes. On June 2, 2020, the Group issued $1,000 million 5.250% Senior Notes due 2027. The notes are non-fungible mirror notes to the $800 million 5.250% Senior Notes due 2027, issued in August, 2019. The net proceeds from the issuance of the notes were used to repurchase, by means of a tender and consent offer, approximately $900 million of the $1,700 million 6.000% Senior Notes due 2025, together with applicable redemption premium and accrued interest. On June 4, 2020, the Group issued $715 million add-on 4.125% Senior Secured Notes due 2026. The notes are an add-on to the $500 million 4.125% Senior Secured Notes due 2026, issued in August, 2019. Proceeds from the issuance of the notes, net of expenses, were used to redeem in full the $695 million 4.250% Senior Secured Notes due 2022, together with applicable redemption premium and accrued interest. On June 10, 2020, the Group issued €790 million 2.125% Senior Secured Notes due 2026. The notes are non-fungible mirror notes to the 2.125% Senior Secured Notes due 2026, issued in August, 2019. Proceeds from the issuance of the notes, net of expenses, were used to redeem in full the €741 million 2.750% Senior Secured Notes due 2024, together with applicable redemption premium and accrued interest. On October 23, 2020, the Group launched a consent solicitation for consents from holders of the £400m 4.750% Senior Notes due 2027, to approve certain amendments to the Notes indentures. On November 4, 2020, the Group obtained majority consents in connection with this consent solicitation. Lease obligations at December 31, 2020, of $366 million primarily reflect $86 million of new lease liabilities and $9 million of unfavorable foreign currency movements, partly offset by $93 million of principal repayments in the year ended December 31, 2020. At December 31, 2020 the Group had $599 million available under the Global Asset Based Loan Facility. 2019 On August 12, 2019, the Group issued €440 million 2.125% Senior Secured Notes due 2026, $500 million 4.125% Senior Secured Notes due 2026, and $800 million 5.250% Senior Notes due 2027. The net proceeds from the issuance of these notes were used to redeem on August 13, 2019 the $1,650 million 7.250% Senior Notes due 2024 and to pay applicable redemption premiums and accrued interest in accordance with their terms. Following the completion of the combination of its Food & Specialty Metal Packaging business with the business of Exal, on October 31, 2019, the Group issued tender offers, at par, in respect of its $715 million 4.250% Senior Secured Notes due 2022, €750 million 2.750% Senior Secured Notes due 2024, €440 million 2.125% Senior Secured Notes due 2026 and $500 million 4.125% Senior Secured Notes due 2026. Following the expiration of the offer on November 28, 2019 notice was given to repurchase the following amounts, $20 million of the $715 million 4.250% Senior Secured Notes due 2022, €9 million of the €750 million 2.750% Senior Secured Notes due 2024, and €1 million of the €440 million 2.125% Senior Secured Notes due 2026. On December 2, 2019, in accordance with the terms of the offer, the redemptions were completed. On November 14, 2019, the Group redeemed $1,000 million 4.625% Senior Secured Notes due 2023 and €440 million 4.125% Senior Secured Notes due 2023 and paid the applicable redemption premiums and accrued interest in accordance with their terms. On November 29, 2019, the Group redeemed €750 million 6.750% Senior Notes due 2024 and paid the applicable redemption premium and accrued interest in accordance with their terms. Lease obligations of $364 million primarily reflect increases related to $349 million lease liabilities due to initial adoption of IFRS 16 as of January 1, 2019, as well as $169 million of new lease liabilities, partly offset by $84 million of lease liabilities divested at October 31, 2019, $78 million of principal repayments in continuing operations and $14 million of principal repayments in discontinued operation in the year ended December 31, 2019. As at December 31, 2019, the Group had $663 million available under the Global Asset Based Loan Facility. During 2019, the Group reduced the facility size from $850 million to $700 million as a result of the disposal of the Food & Specialty Metal Packaging business. Effective interest rates The effective interest rates of borrowings at the reporting date are as follows: 2020 2019 USD EUR GBP USD EUR GBP 5.250% Senior Secured Notes due 2025 5.32 % — — — — — 4.125% Senior Secured Notes due 2026 4.32 % — — 4.37 % — — 2.125% Senior Secured Notes due 2026 — 2.33 % — — 2.33 % — 2.125% Senior Secured Notes due 2026 — 3.29 % — 6.000% Senior Notes due 2025 5.97 % — — 6.14 % — — 4.750% Senior Notes due 2027 — — 4.99 % — — 4.99 % 5.250% Senior Notes due 2027 5.50 % — — 5.50 % — — 5.250% Senior Notes due 2027 6.42 % — — — — — 2.750% Senior Secured Notes due 2024 — — — — 2.92 % — 4.250% Senior Secured Notes due 2022 — — — 4.52 % — — Various Currencies Lease obligations 5.27 % 4.77 % The carrying amounts of the Group’s net borrowings are denominated in the following currencies: At December 31, 2020 2019 $'m $'m Euro 1,549 1,411 U.S. dollar 4,687 3,909 British pound 583 559 Other 42 31 6,861 5,910 The Group has the following undrawn borrowing facilities: At December 31, 2020 2019 $'m $'m Expiring within one year 1 1 Expiring beyond one year 599 663 600 664 Fair value methodology The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 Fair values are calculated as follows: (i) Senior secured and senior notes - The fair value of debt securities in issue is based on valuation techniques in which all significant inputs are based on observable market data and represent Level 2 inputs. In the year ended December 31, 2019 the classification for all senior secured and senior notes was changed from Level 1 to Level 2 based on management’s assessment that quoted prices in the market for such debt securities are not regularly available. (ii) Global Asset Based Loan facility and other borrowings - The estimated value of fixed interest bearing deposits is based on discounted cash flows using prevailing money-market interest rates for debts with similar credit risk and remaining maturity and represents Level 2 inputs. (iii) Cross currency interest rate swaps (“CCIRS”) - The fair values of the CCIRS are based on quoted market prices and represent Level 2 inputs. (iv) Commodity and foreign exchange derivatives - The fair value of these derivatives are based on quoted market prices and represent Level 2 inputs. Derivative financial instruments Assets Liabilities Contractual Contractual or notional or notional Fair values amounts Fair values amounts $'m $'m $'m $'m Fair value derivatives Metal forward contracts 29 233 6 113 Cross currency interest rate swaps 10 233 115 1,300 Forward foreign exchange contracts 5 356 9 326 NYMEX gas swaps 1 12 — 10 At December 31, 2020 45 834 130 1,749 Assets Liabilities Contractual Contractual or notional or notional Fair values amounts Fair values amounts $'m $'m $'m $'m Fair value derivatives Metal forward contracts 4 100 10 252 Cross currency interest rate swaps 3 600 35 913 Forward foreign exchange contracts — 31 13 351 NYMEX gas swaps — 3 3 24 At December 31, 2019 7 734 61 1,540 Derivative instruments with a fair value of $9 million (2019: $4 million) are classified as non-current assets and $36 million (2019: $3 million) as current assets in the consolidated statement of financial position at December 31, 2020. Derivative instruments with a fair value of $26 million (2019: $44 million) are classified as non-current liabilities and $104 million (2019: $17 million) as current liabilities in the consolidated statement of financial position at December 31, 2020. With the exception of interest on the CCIRS, all cash payments in relation to derivative instruments are paid or received when they mature. Bi‑annual and quarterly interest cash payments and receipts are made and received in relation to the CCIRS. The Group mitigates the counterparty risk for derivatives by contracting with major financial institutions which have high credit ratings. Cross currency interest rate swaps 2020 The Group hedges certain of its external borrowings and interest payable thereon using CCIRS, with a net liability at December 31, 2020 of $105 million (December 31, 2019: $32 million net liability). 2019 The Group hedges certain of its external borrowings and interest payable thereon using CCIRS, with a net liability at December 31, 2019 of $32 million (December 31, 2018: $113 million net liability). On February 15, 2019 the Group’s $200 million U.S dollar to euro CCIRS matured. The fair value of these swaps at maturity was $14 million and the cash settlement of these swaps was $14 million. The Group entered into new $200 million U.S dollar to euro CCIRS on March 1, 2019. On August 12, 2019, the Group terminated a number of CCIRS. The total fair value of these swaps at termination was $17 million and the cash receipt on these swaps was $23 million. The Group entered into a new $500 million U.S dollar to euro CCIRS on August 12, 2019. Net investment hedge in foreign operations The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies. Hedges of net investments in foreign operations are accounted for whereby any gain or loss on the hedging instruments relating to the effective portion of the hedge is recognized in other comprehensive income. The gain or loss relating to an ineffective portion is recognized immediately in the consolidated income statement within finance income or expense respectively. Gains and losses accumulated in other comprehensive income are recycled to the consolidated income statement when the foreign operation is disposed of. The amount that has been recognized in the consolidated income statement due to ineffectiveness is $1 million (2019: $1 million; 2018: $nil). Metal forward contracts The Group hedges a substantial portion of its anticipated metal purchases. Excluding conversion and freight costs, the physical metal deliveries are priced based on the applicable indices agreed with the suppliers for the relevant month. Fair values have been based on quoted market prices and are valued using Level 2 valuation inputs. The fair value of these contracts when initiated is $nil; no premium is paid or received. Forward foreign exchange contracts The Group operates in a number of currencies and, accordingly, hedges a portion of its currency transaction risk. The fair values are based on Level 2 valuation techniques and observable inputs including the contract prices. The fair value of these contracts when initiated is $nil; no premium is paid or received. NYMEX gas swaps The Group hedges a portion of its Glass Packaging North America anticipated energy purchases on the New York Mercantile Exchange (“NYMEX”). Fair values have been based on NYMEX‑quoted market prices and Level 2 valuation inputs have been applied. The fair value of these contracts when initiated is $nil; no premium is paid or received. |