INDEX TO THE FINANCIAL STATEMENTS
| | |
ARD Finance S.A. | | |
Audited Financial Statements | | |
Report of Independent Registered Public Accounting Firm | | F-2 |
Consolidated Income Statement for the years ended December 31, 2018, 2017 and 2016 | | F-3 |
Consolidated Statement of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016 | | F-4 |
Consolidated Statement of Financial Position at December 31, 2018, 2017, 2016 and 2015 | | F-5 |
Consolidated Statement of Changes in Equity for the years ended December 31, 2018, 2017 and 2016 | | F-6 |
Consolidated Statement of Cash Flows for the years ended December 31, 2018, 2017 and 2016 | | F-7 |
Notes to the Consolidated Financial Statements | | F-8 |
| | |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of ARD Finance S.A.
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of financial position of ARD Finance S.A. and its subsidiaries (the “Company”) as of December 31, 2018 and 2017, and the related consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cashflows for each of the three years in the period ended December 31, 2018, including the related notes (collectively referred to as the ‘consolidated financial statements’). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Change in Accounting Principles
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for revenues from contracts with customers and the manner in which it accounts for financial instruments in 2018.
As discussed in Notes 2 and 26 to the consolidated financial statements, the Company changed the currency in which it presents its financial statements in 2018 from Euro to U.S. Dollar.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers
Dublin, Ireland
February 21, 2019
We have served as the Company’s auditor since at least 1968, which includes periods before the Company became subject to SEC reporting in 2017. We have not determined the specific year we began serving as auditor of the Company or its predecessors.
ARD FINANCE S.A.
CONSOLIDATED INCOME STATEMENT
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Re-presented(i) | | Re-presented(i) |
| | | | Year ended December 31, 2018 | | Year ended December 31, 2017 | | Year ended December 31, 2016 |
| | | | Before | | | | | | Before | | | | | | Before | | | | |
| | | | exceptional | | Exceptional | | | | exceptional | | Exceptional | | | | exceptional | | Exceptional | | |
| | | | items | | items | | Total | | items | | items | | Total | | items | | items | | Total |
| | Note | | $'m | | $'m | | $'m | | $'m | | $'m | | $'m | | $'m | | $'m | | $'m |
| | | | | | Note 4 | | | | | | | Note 4 | | | | | | | Note 4 | | | |
Revenue | | 3 | | 9,097 | | — | | | 9,097 | | 8,596 | | — | | | 8,596 | | 7,014 | | — | | | 7,014 |
Cost of sales | | | | (7,654) | | (124) | | | (7,778) | | (7,110) | | (100) | | | (7,210) | | (5,771) | | (15) | | | (5,786) |
Gross profit/(loss) | | | | 1,443 | | (124) | | | 1,319 | | 1,486 | | (100) | | | 1,386 | | 1,243 | | (15) | | | 1,228 |
Sales, general and administration expenses | | | | (414) | | (19) | | | (433) | | (401) | | (49) | | | (450) | | (332) | | (130) | | | (462) |
Intangible amortization and impairment | | 8 | | (265) | | (186) | | | (451) | | (264) | | — | | | (264) | | (191) | | — | | | (191) |
Operating profit/(loss) | | | | 764 | | (329) | | | 435 | | 821 | | (149) | | | 672 | | 720 | | (145) | | | 575 |
Net finance expense | | 5 | | (626) | | (28) | | | (654) | | (539) | | (132) | | | (671) | | (584) | | (97) | | | (681) |
Profit/(loss) before tax | | | | 138 | | (357) | | | (219) | | 282 | | (281) | | | 1 | | 136 | | (242) | | | (106) |
Income tax (charge)/credit | | 6 | | (98) | | 54 | | | (44) | | (98) | | 138 | | | 40 | | (115) | | 49 | | | (66) |
Profit/(loss) for the year | | | | 40 | | (303) | | | (263) | | 184 | | (143) | | | 41 | | 21 | | (193) | | | (172) |
| | | | | | | | | | | | | | | | | | | | | | | |
(Loss)/profit attributable to: | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the parent | | | | | | | | | (256) | | | | | | | 38 | | | | | | | (172) |
Non-controlling interests | | | | | | | | | (7) | | | | | | | 3 | | | | | | | — |
(Loss)/profit for the year | | | | | | | | | (263) | | | | | | | 41 | | | | | | | (172) |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
| (i) | | The consolidated income statements for the years ended December 31, 2017 and 2016 have been re-presented to reflect the Group’s change in presentation currency from euro to U.S. dollar on January 1, 2018 as described in Notes 2 and 26 to these consolidated financial statements. |
ARD FINANCE S.A.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| | | | | | | | |
| | | | Year ended December 31, |
| | | | 2018 | | 2017 | | 2016 |
| | | | $'m | | $'m | | $'m |
| | Note | | | | Re-presented(ii) | | Re-presented(ii) |
(Loss)/profit for the year | | | | (263) | | 41 | | (172) |
Other comprehensive expense | | | | | | | | |
Items that may subsequently be reclassified to income statement | | | | | | | | |
Foreign currency translation adjustments: | | | | | | | | |
—Arising in the year | | | | 167 | | (390) | | 63 |
| | | | 167 | | (390) | | 63 |
Effective portion of changes in fair value of cash flow hedges: | | | | | | | | |
—New fair value adjustments into reserve | | | | 54 | | (254) | | 54 |
—Movement out of reserve | | | | (73) | | 258 | | (85) |
—Movement in deferred tax | | | | 5 | | 1 | | (4) |
| | | | (14) | | 5 | | (35) |
Gain recognized on cost of hedging | | | | | | | | |
—New fair value adjustments into reserve | | | | 15 | | — | | — |
—Movement out of reserve | | | | (2) | | — | | — |
| | | | 13 | | — | | — |
Items that will not be reclassified to income statement | | | | | | | | |
—Re-measurements of employee benefit obligations | | 18 | | 11 | | 49 | | (139) |
—Deferred tax movement on employee benefit obligations | | | | (1) | | (6) | | 18 |
| | | | 10 | | 43 | | (121) |
| | | | | | | | |
Total other comprehensive income/(expense) for the year | | | | 176 | | (342) | | (93) |
| | | | | | | | |
Total comprehensive expense for the year | | | | (87) | | (301) | | (265) |
Attributable to: | | | | | | | | |
Owners of the parent | | | | (86) | | (307) | | (265) |
Non-controlling interests | | | | (1) | | 6 | | — |
Total comprehensive expense for the year | | | | (87) | | (301) | | (265) |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements
| (ii) | | The consolidated statements of comprehensive income for the years ended December 31, 2017 and 2016 have been re-presented to reflect the Group’s change in presentation currency from euro to U.S. dollar on January 1, 2018 as described in Notes 2 and 26 to these consolidated financial statements. |
ARD FINANCE S.A.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| | | | | | | | | | |
| | | | At December 31, |
| | | | 2018 | | 2017 | | 2016 | | 2015 |
| | | | $'m | | $'m | | $'m | | $'m |
| | Note | | | | Re-presented(iii) | | Re-presented(iii) | | Re-presented(iii) |
Non-current assets | | | | | | | | | | |
Intangible assets | | 8 | | 3,601 | | 4,104 | | 4,115 | | 1,971 |
Property, plant and equipment | | 9 | | 3,388 | | 3,368 | | 3,068 | | 2,512 |
Derivative financial instruments | | 17 | | 11 | | 7 | | 131 | | — |
Deferred tax assets | | 11 | | 254 | | 221 | | 273 | | 194 |
Other non-current assets | | 10 | | 24 | | 25 | | 21 | | 15 |
| | | | 7,278 | | 7,725 | | 7,608 | | 4,692 |
Current assets | | | | | | | | | | |
Inventories | | 12 | | 1,284 | | 1,353 | | 1,186 | | 898 |
Trade and other receivables | | 13 | | 1,053 | | 1,274 | | 1,227 | | 709 |
Contract asset | | 2 | | 160 | | — | | — | | — |
Derivative financial instruments | | 17 | | 9 | | 16 | | 12 | | — |
Cash and cash equivalents | | 14 | | 565 | | 823 | | 818 | | 603 |
| | | | 3,071 | | 3,466 | | 3,243 | | 2,210 |
TOTAL ASSETS | | | | 10,349 | | 11,191 | | 10,851 | | 6,902 |
| | | | | | | | | | |
Equity attributable to owners of the parent | | | | | | | | | | |
Issued capital | | 15 | | — | | — | | — | | — |
Other reserves | | | | 82 | | (76) | | 309 | | 281 |
Retained earnings | | | | (3,206) | | (2,967) | | (3,462) | | (2,866) |
| | | | (3,124) | | (3,043) | | (3,153) | | (2,585) |
Non-controlling interests | | | | (116) | | (99) | | 3 | | 3 |
TOTAL EQUITY | | | | (3,240) | | (3,142) | | (3,150) | | (2,582) |
| | | | | | | | | | |
Non-current liabilities | | | | | | | | | | |
Borrowings | | 17 | | 9,487 | | 10,074 | | 10,224 | | 6,964 |
Employee benefit obligations | | 18 | | 957 | | 997 | | 954 | | 784 |
Derivative financial instruments | | 17 | | 107 | | 301 | | — | | — |
Deferred tax liabilities | | 11 | | 543 | | 583 | | 732 | | 491 |
Provisions | | 19 | | 38 | | 44 | | 60 | | 52 |
| | | | 11,132 | | 11,999 | | 11,970 | | 8,291 |
Current liabilities | | | | | | | | | | |
Borrowings | | 17 | | 118 | | 2 | | 8 | | 8 |
Interest payable | | | | 115 | | 107 | | 118 | | 86 |
Derivative financial instruments | | 17 | | 38 | | 2 | | 8 | | 8 |
Trade and other payables | | 20 | | 1,984 | | 1,991 | | 1,632 | | 956 |
Income tax payable | | | | 114 | | 162 | | 192 | | 83 |
Provisions | | 19 | | 88 | | 70 | | 73 | | 52 |
| | | | 2,457 | | 2,334 | | 2,031 | | 1,193 |
TOTAL LIABILITIES | | | | 13,589 | | 14,333 | | 14,001 | | 9,484 |
TOTAL EQUITY and LIABILITIES | | | | 10,349 | | 11,191 | | 10,851 | | 6,902 |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
| (iii) | | The consolidated statements of financial position as at December 31, 2017, 2016 and 2015 have been re-presented to reflect the Group’s change in presentation currency from euro to U.S. dollar on January 1, 2018 as described in Notes 2 and 26 to these consolidated financial statements. |
ARD FINANCE S.A.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| | | | | | | | | | | | | | | | |
| | Attributable to the owner of the parent, re-presented(iv) | | | | |
| | | | Foreign | | | | | | | | | | | | |
| | | | currency | | Cash flow | | Cost of | | | | | | Non- | | |
| | Share | | translation | | hedge | | hedging | | Retained | | | | controlling | | |
| | capital | | reserve | | reserve | | reserve | | earnings | | Total | | interests | | Total equity |
| | $'m | | $'m | | $'m | | $'m | | $'m | | $'m | | $'m | | $'m |
| | Note 15 | | | | | | | | | | | | | | |
At January 1, 2016 | | — | | 283 | | (2) | | — | | (2,866) | | (2,585) | | 3 | | (2,582) |
Loss for the year | | — | | — | | — | | — | | (172) | | (172) | | — | | (172) |
Other comprehensive income/(expense) | | — | | 63 | | (35) | | — | | (121) | | (93) | | — | | (93) |
Return of capital to parent company | | — | | — | | — | | — | | (303) | | (303) | | — | | (303) |
At December 31, 2016 | | — | | 346 | | (37) | | — | | (3,462) | | (3,153) | | 3 | | (3,150) |
| | | | | | | | | | | | | | | | |
At January 1, 2017 | | — | | 346 | | (37) | | — | | (3,462) | | (3,153) | | 3 | | (3,150) |
Profit for the year | | — | | — | | — | | — | | 38 | | 38 | | 3 | | 41 |
Other comprehensive (expense)/income | | — | | (390) | | 5 | | — | | 40 | | (345) | | 3 | | (342) |
Share issuance by subsidiary (Note 1) | | — | | — | | — | | — | | 421 | | 421 | | (98) | | 323 |
Dividends paid (Note 15) | | — | | — | | — | | — | | (4) | | (4) | | (8) | | (12) |
Non-controlling interest in disposed business | | — | | — | | — | | — | | — | | — | | (2) | | (2) |
At December 31, 2017 | | — | | (44) | | (32) | | — | | (2,967) | | (3,043) | | (99) | | (3,142) |
| | | | | | | | | | | | | | | | |
At January 1, 2018(v) | | — | | (44) | | (48) | | 18 | | (2,954) | | (3,028) | | (99) | | (3,127) |
Loss for the year | | — | | — | | — | | — | | (256) | | (256) | | (7) | | (263) |
Other comprehensive income/(expense) | | — | | 167 | | (14) | | 13 | | 4 | | 170 | | — | | 170 |
Hedging gains transferred to cost of inventory | | — | | — | | (10) | | — | | — | | (10) | | — | | (10) |
Dividends paid by subsidiary to non-controlling interest | | — | | — | | — | | — | | — | | — | | (10) | | (10) |
At December 31, 2018 | | — | | 123 | | (72) | | 31 | | (3,206) | | (3,124) | | (116) | | (3,240) |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
| (iv) | | The consolidated statements of changes in equity for the years ended December 31, 2017 and 2016 has been re-presented to reflect the Group’s change in presentation currency from euro to U.S. dollar on January 1, 2018 as described in Notes 2 and 26 to these consolidated financial statements. |
| (v) | | Retained earnings at January 1, 2018 have been re-presented by $13 million reflecting $20 million in respect of the impact of the adoption of IFRS 15 “Revenue from contracts with customers”, partly offset by $7 million in respect of the adoption of IFRS 9 “Financial instruments”. Further, following the adoption of IFRS 9 “Financial instruments”, the cash flow hedge reserve has been re-presented by $16 million, and a cost of hedging reserve has been re-presented to $18 million. Please refer to Note 2 for further details in respect of the impact of these recently adopted accounting standards. |
ARD FINANCE S.A.
CONSOLIDATED STATEMENT OF CASH FLOWS
| | | | | | | | |
| | | | Year ended December 31, |
| | | | 2018 | | 2017 | | 2016 |
| | | | $'m | | $'m | | $'m |
| | Note | | | | Re-presented(vi) | | Re-presented(vi) |
Cash flows from operating activities | | | | | | | | |
Cash generated from operations | | 21 | | 1,376 | | 1,523 | | 1,225 |
Interest paid — excluding cumulative PIK interest paid | | * | | (537) | | (573) | | (412) |
Cumulative PIK interest paid | | * | | — | | — | | (205) |
Income tax paid | | | | (105) | | (103) | | (93) |
Net cash from operating activities | | | | 734 | | 847 | | 515 |
Cash flows from investing activities | | | | | | | | |
Purchase of business net of cash acquired | | 22 | | — | | — | | (3,036) |
Purchase of property, plant and equipment | | | | (555) | | (476) | | (343) |
Purchase of software and other intangibles | | | | (32) | | (22) | | (12) |
Proceeds from disposal of property, plant and equipment | | | | 12 | | 6 | | 4 |
Net cash used in investing activities | | | | (575) | | (492) | | (3,387) |
Cash flows from financing activities | | | | | | | | |
Repayment of borrowings | | 17 | | (443) | | (4,385) | | (2,604) |
Proceeds from borrowings | | 17 | | 114 | | 3,730 | | 6,169 |
Consideration (paid)/received on termination of derivative financial instruments | | 17 | | (44) | | 46 | | — |
Dividends paid by subsidiary to non-controlling interest | | | | (10) | | (8) | | — |
Early redemption premium costs paid | | | | (7) | | (91) | | (121) |
Deferred debt issue costs paid | | | | (5) | | (43) | | (82) |
Finance lease payments | | | | (4) | | — | | — |
Net proceeds from share issuance by subsidiary | | | | — | | 326 | | — |
Dividends paid to parent company | | | | — | | (4) | | (303) |
Net cash (outflow)/inflow from financing activities | | | | (399) | | (429) | | 3,059 |
Net (decrease)/increase in cash and cash equivalents | | | | (240) | | (74) | | 187 |
Cash and cash equivalents at the beginning of the year | | 14 | | 823 | | 818 | | 603 |
Exchange (losses)/gains on cash and cash equivalents | | | | (18) | | 79 | | 28 |
Cash and cash equivalents at the end of the year | | 14 | | 565 | | 823 | | 818 |
* Total interest paid for the year ended December 31, 2018 is $537 million (2017: $573 million; 2016: $617 million).
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
| (vi) | | The consolidated statements of cash flows for the years ended December 31, 2017 and 2016 have been re-presented to reflect the Group’s change in presentation currency from euro to U.S. dollar on January 1, 2018 as described in Notes 2 and 26 to these consolidated financial statements. |
ARD FINANCE S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. General information
ARD Finance S.A. (the “Company”) was incorporated in Luxembourg on May 6, 2011. The Company’s registered office is 56, rue Charles Martel, L-2134, Luxembourg.
On March 20, 2017 a subsidiary of the Company, Ardagh Group S.A. (“Ardagh”), closed its initial public offering (“IPO”) of 18,630,000 Class A common shares on the New York Stock Exchange (“NYSE”). Following the IPO, the Company recognized a non-controlling interest of $98 million.
Ardagh Group S.A. and its subsidiaries (together the “Ardagh Group”) is a leading supplier of sustainable innovative, value‑added rigid packaging solutions. The Ardagh Group’s products include metal and glass containers primarily for food and beverage markets. End‑use categories include beer, wine, spirits, carbonated soft drinks, energy drinks, juices and water, as well as food, seafood and nutrition. The Ardagh Group also supplies the paints & coatings, chemicals, personal care, pharmaceuticals and general household end‑use categories. The Company and those of its subsidiaries who are above Ardagh Group S.A. in the corporate structure are referred to as the “ARD Finance Group”.
All of the business of the group of companies controlled by this company (the “Group”) is conducted by Ardagh and its subsidiaries. All of the financing of the Group other than the 7.125%/7.875% $770 million Senior Secured Toggle Notes due 2023, and the 6.625%/7.375% €845 million Senior Secured Toggle Notes due 2023 (the “Toggle Notes”, as described in Note 17) are liabilities of the Ardagh Group.
These consolidated financial statements reflect the consolidation of the legal entities forming the Group for the periods presented. These principal operating legal entities forming the Group are listed in Note. 23.
Any description of the business of the Group is a description of the business of the Ardagh Group.
The principal accounting policies that have been applied to the consolidated financial statements are described in Note 2.
2. Summary of significant accounting policies
Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with, and are in compliance with, International Financial Reporting Standards (“IFRS”) and related interpretations as adopted by the International Accounting Standards Board (“IASB”). IFRS is comprised of standards and interpretations approved by the IASB and IFRS and interpretations approved by the predecessor International Accounting Standards Committee that have been subsequently approved by the IASB and remain in effect. References to IFRS hereafter should be construed as references to IFRS as adopted by the IASB.
The consolidated financial statements are presented in U.S. dollar, rounded to the nearest million, and have been prepared under the historical cost convention except for the following:
| · | | derivative financial instruments are stated at fair value; and |
| · | | employee benefit obligations are measured at the present value of the future estimated cash flows related to benefits earned and pension assets valued at fair value. |
The preparation of consolidated financial information in conformity with IFRS requires the use of critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and income and expenses. It also requires management to exercise judgment in the process of applying Group accounting policies. These estimates, assumptions and judgments are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances and are subject to continual re‑evaluation. However, actual
outcomes may differ from these estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are discussed in the critical accounting estimates, assumptions and judgments.
The consolidated financial statements for the Group were authorized for issue by the board of directors of ARD Finance S.A. (the “Board”) on February 20, 2019.
Recently adopted accounting standards and changes in accounting policies
IFRS 9 “Financial Instruments”
The Group adopted IFRS 9 “Financial Instruments” (“IFRS 9”)with a date of initial adoption of January 1, 2018. The guidance in IFRS 9 replaces IAS 39 “Financial Instruments: Recognition and Measurement”. IFRS 9 includes requirements on the classification and measurement of financial instruments, impairment of financial instruments and hedge accounting.
Since adoption, the Group has applied the changes in accounting policy as discussed below:
| · | | differences in the carrying amount of financial assets and liabilities resulting from the adoption of IFRS 9 are recognized in retained earnings and reserves as at January 1, 2018. Accordingly, the information presented for 2017 does not generally reflect the requirements of IFRS 9 and therefore is not comparable to the information presented for 2018 under IFRS 9. |
| · | | the determination of the business model within which the Group’s financial assets are held has been made based on the facts and circumstances that existed at the date of initial adoption. |
| · | | all hedging relationships designated under IAS 39 at December 31, 2017 met the criteria for hedge accounting under IFRS 9 at January 1, 2018, and are therefore regarded as continuing hedging relationships. |
| · | | for non-financial assets recognized as of December 31, 2017 that are subject to hedge accounting, the Group continues to hold amounts in the hedging reserve and recycle to inventory and, subsequently, to the consolidated income statement, when the hedged non-financial asset affects the consolidated income statement. |
The total impact on the Group’s retained earnings due to classification and measurement of financial instruments as at January 1, 2018 primarily related to:
| 1) | | the application of the new expected credit loss model to trade and other receivables which resulted in a decrease in retained earnings of $4 million, net of tax. |
| 2) | | the recognition of changes in currency basis spread in the costs of hedging reserve within equity. This change has been applied for cross currency interest rate swaps (“CCIRS”) resulting in reclassifications of a gain of $4 million from retained earnings and a gain of $15 million from the cash flow hedge reserve to the cost of hedging reserve as of January 1, 2018, and a loss of $1 million from retained earnings to the cash flow hedge reserve. |
Upon adoption of IFRS 9, the Group recognizes trade and other receivables without a financing component initially at transaction price and measures them at amortized cost using the effective interest rate method less any provision for impairment. A provision for impairment against specific trade receivable balances will be recognized when there is evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. For all other trade receivables and contract assets, the Group will use an allowance matrix to measure the expected credit loss, based on historical actual credit loss experiences, adjusted for forward-looking information. On the date of initial application, January 1, 2018, the Group also assessed which business models apply to the financial assets held by the Group at that date. The Group participates in several uncommitted accounts receivable factoring and related programs with various financial institutions for certain receivables, accounted for as true sales of receivables, without recourse to the Group. At the date of initial adoption, the Group had a selling business model related to those receivables and, as such, any unsold receivables under such programs would need to be accounted for at fair value through profit or loss. There was no impact on the consolidated financial statements as of January 1, 2018, as the Group had utilized existing programs.
IFRS 15 “Revenue from contracts with customers”
The Group adopted IFRS 15, “Revenue from contracts with customers” (“IFRS 15”) effective January 1, 2018 on a modified retrospective basis, which resulted in the Group retaining prior period figures as reported under the previous standards and recognizing the cumulative effect of applying IFRS 15 as an adjustment to retained earnings as at the date of initial adoption.
The guidance in IFRS 15 replaced IAS 18, “Revenue” and IAS 11, “Construction contracts” and related interpretations. Under the guidance in IAS 18 and IAS 11, revenue from the sale of goods was recognized in the consolidated income statement when the significant risks and rewards of ownership had been transferred to the buyer, primarily on dispatch of the goods. Allowances for customer rebates were provided for in the same period as the related revenues were recorded. Revenue was presented net of such rebates as well as cash discounts and value added tax. Upon adoption of IFRS 15, revenue is recognized when control of a good or service has transferred to the customer. For certain contracts in the Metal Packaging Europe and Metal Packaging Americas reportable segments, the Group manufactures products for customers that have no alternative use and for which the Group has an enforceable right to payment for production completed to date, therefore the Group will recognize revenue earlier for these contracts, such that a portion of revenue, net of any related estimated rebates and cash discounts, excluding sales or value added tax, will be recognized prior to the dispatch of goods. For all other contracts, the Group will continue to recognize revenue, net of any related estimated rebates and cash discounts, excluding sales or value added tax, primarily at the point of dispatch of goods.
The following is a description of the main activities from which the Group generates its revenue. For more detailed information about the reportable segments, see Note 3.
We are a leading supplier of sustainable innovative, value-added rigid packaging solutions. The global packaging industry is a large, consumer‑driven industry with stable growth characteristics. We operate in the metal and glass container sectors and our target regions are Europe, North America and Brazil. We derive approximately 93% of our revenues in Europe and North America, mature markets characterized by predictable consumer spending, stable supply and demand and low cyclicality. Our products include metal and glass containers primarily for food and beverage markets, which are characterized by stable, consumer‑driven demand. We serve over 2,000 customers across more than 100 countries, comprised of multi‑national companies, large national and regional companies and small local businesses. In our target regions of Europe, North America and Brazil, our customers include a wide variety of consumer-packaged goods companies, which own some of the best-known brands in the world. We have a stable customer base with longstanding relationships and approximately two‑thirds of our sales are generated under multi‑year contracts, with the remainder largely subject to annual arrangements. A significant portion of our sales volumes are supplied under contracts which include input cost pass‑through provisions, which help us deliver generally consistent margins.
In addition to metal containers, within the Metal Packaging Europe and Metal Packaging Americas reportable segments, the Group manufactures and supplies a wide range of can ends. Containers and ends are usually distinct items and can be sold separately from each other. The Glass Packaging Europe reportable segment, includes Heye International, a glass engineering business, which represents 1% of the revenue of that reportable segment for the year ended December 31, 2018.
The Group usually enters into framework agreements with its customers, which establish the terms under which individual orders to purchase goods or services may be placed. As the framework agreements do not identify each party’s rights regarding the goods or services to be transferred, they do not create enforceable rights and obligations on a stand-alone basis. Therefore, the Group has concluded that only individual purchase orders create enforceable rights and obligations and meet the definition of a contract in IFRS 15. The individual purchase orders have, in general, a duration of one year or less and, as such, the Group does not disclose any information about remaining performance obligations under these contracts. The Group’s payment terms are in line with customary business practice, which can vary by customer and region. The Group has availed of the practical expedient from considering the existence of a significant financing component as, based on past experience, we expect that, at contract inception, the period between when a promised good is transferred to the customer and when the customer pays for that good will be one year or less.
Disaggregation of revenue
Within each reportable segment our packaging containers have similar production processes and classes of customer. Further, they have similar economic characteristics, as evidenced by similar profit margins, degrees of risk and opportunities for growth. We operate in mature markets aligned with our reportable segments. The following illustrates the disaggregation of revenue by destination for the year ended December 31, 2018:
| | | | | | | | |
| | Europe | | North America | | Rest of the World | | Total |
| | $'m | | $'m | | $'m | | $'m |
Metal Packaging Europe | | 3,393 | | 11 | | 188 | | 3,592 |
Metal Packaging Americas | | 4 | | 1,777 | | 406 | | 2,187 |
Glass Packaging Europe | | 1,572 | | 9 | | 42 | | 1,623 |
Glass Packaging North America | | — | | 1,687 | | 8 | | 1,695 |
Group | | 4,969 | | 3,484 | | 644 | | 9,097 |
Contract balances
Included in trade and other receivables is an amount of $823 million (January 1, 2018: $1,010 million) related to receivables from contracts with customers. The following table provides information about significant changes in contract assets during the year ended December 31, 2018:
| | |
| | Contract assets |
| | $'m |
Balance as at January 1, 2018 | | 168 |
Transfers from contract assets recognized at the beginning of the period to receivables | | (168) |
Increase as a result of new contract assets recognized during the period | | 157 |
Other | | 3 |
Balance as at December 31, 2018 | | 160 |
Impact of adoption of IFRS 15
The Group reported in its 2017 consolidated financial statements that, based on its IFRS 15 impact assessment, it had concluded that the new standard would not have a material impact on the amount of revenue recognized over the full year, when compared to the previous accounting guidance. The Group also reported that it would be required to recognize a contract asset, as opposed to inventory, as a result of the new standard with this contract asset representing revenue that would be required to be accelerated under the new guidance.
This arises due to the fact that within our Metal Packaging Europe and Metal Packaging Americas reportable segments, we manufacture certain products for customers that have no alternative use and for which the Group has an enforceable right to payment for production completed to date. Under the new standard, in these circumstances, the Group is required to recognize revenue earlier than under previous standards and prior to dispatch of the goods. As a result, revenue recognized on a quarterly basis can be impacted by the new standard due to the seasonality in inventory build, whilst revenue recognized over the full year is not expected to be materially impacted.
The principal impact on the consolidated statement of financial position as at the adoption date of January 1, 2018 was that a contract asset of $168 million was recognized and inventory of $145 million was derecognized. As a result of the aforementioned impact on the reported consolidated statement of financial position, deferred tax liabilities increased by $4 million. There was no impact on the reported consolidated statement of cash flows.
There is no material impact on revenue, operating profit or profit for the year in the reported consolidated income statement for the year ended December 31, 2018. The principal impact on the reported consolidated statement of financial position as at the reporting date is that a contract asset of $160 million has been recognized, whilst inventory of $138 million has been derecognized. As a result of the aforementioned impact on the reported consolidated statement of financial position, deferred tax liabilities increased by $3 million. There has been no impact on the reported consolidated statement of cash flows.
Change in presentation currency
With effect from January 1, 2018, the Group changed the currency in which it presents its consolidated financial statements from euro to U.S. dollar. This was principally as a result of the board of directors’ assessment that this change will help provide a clearer understanding of the Group’s financial performance and improve comparability of our performance to our peers following the Ardagh Group’s IPO on the NYSE.
The change in accounting policy impacts all financial statement line items, whereby amounts previously reported in euro have been re-presented in U.S. dollar. To illustrate the effect of the re-presentation on the previously reported euro consolidated statements of financial position as at December 31, 2017, 2016, 2015 and 2014, consolidated income statements, consolidated statements of comprehensive income and consolidated statements of cash flows for the years ended December 31, 2017, 2016 and 2015 have been set out in Note 26.
Recent accounting pronouncements
The impact of new standards, amendments to existing standards and interpretations issued and effective for annual periods beginning on or after January 1, 2018 have been assessed by the Directors and, with the exception of those identified above, no new standards or amendments to existing standards effective January 1, 2018 are currently relevant for the Group. The Directors’ assessment of the impact of new standards, which are not yet effective and which have not been early adopted by the Group, on the consolidated interim financial statements and disclosures is on-going and is set out below.
IFRS 16, ‘Leases’, is effective for annual periods beginning on, or after, January 1, 2019 and sets out the principles for the recognition, measurement, presentation and disclosure of leases. The objective is to ensure that lessees and lessors provide relevant information in a manner that appropriately represents those transactions. This information provides a basis for users of financial statements to assess the effect that leases have on the financial position, financial performance and cash flows of the entity.
IFRS 16 replaces IAS 17, ‘Leases’, and later interpretations and will result in the majority of the Group’s operating leases being recognized on the consolidated statement of financial position.
The Group has completed an assessment of the impact IFRS 16, involving the establishment of a cross-functional project team to implement the new standard from January 1, 2019. The Group has gathered and assessed the data relating to approximately 2,000 leases to which the Group is party and have designed and implemented a system solution and business process, with appropriate internal controls applied, in order to meet the new accounting and disclosure requirements post-adoption.
The Group will adopt IFRS 16 by applying the modified retrospective approach, with the right-of-use assets being calculated as if IFRS 16 had always been applied, and avail of the practical expedient to combine lease and non-lease components.
We expect that the adoption of IFRS 16 will have a significant impact on our consolidated statement of financial position and consolidated statement of cash flows as follows:
| · | | an increase in non-current assets due to the recognition of right-of-use assets in the range of $275 million to $300 million; |
| · | | an increase in financial liabilities as lease liabilities are recognized based on the new treatment in the range of $325 million to $350 million; and |
| · | | cash generated from operations is expected to increase due to certain lease expenses no longer being recognized as operating cash outflows, however this is expected to be offset by a corresponding increase in cash used in financing activities due to repayments of the principal on lease liabilities. |
In addition to the above impact, the adoption of IFRS 16 will also have an impact on the consolidated income statement and certain of the Group’s key financial metrics as a result of changes in the classification of charges recognized in the consolidated income statement. The application of the new standard will decrease both cost of sales and operating costs (excluding depreciation) in the income statement, giving rise to an increase in underlying Adjusted EBITDA, but this will be largely offset by corresponding increases in depreciation and finance expenses, and hence the expected impact on the Group’s profit/(loss) for the year will not be material.
The operating lease cost for the year ended December 31, 2018 is set out in Note 9 and it is the Group’s expectation that a significant portion of those operating lease costs, in the range of $70 million to $80 million, will be reclassified in the consolidated income statement upon adoption of IFRS 16, subject to changes in exchange rates when compared to the euro functional currency.
The IFRS Interpretations Committee issued IFRIC 23 ‘Uncertainty over income tax treatments’, which clarifies how the recognition and measurement requirements of IAS 12 ‘Income taxes’, are applied where there is uncertainty over income tax treatments. IFRIC 23 is effective for annual periods beginning on or after January 1, 2019. It is not expected that the application of this interpretation will have a material impact on the consolidated financial statements of the Group.
Basis of consolidation
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are de‑consolidated from the date on which control ceases. Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.
The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is the consideration given in exchange for control of the identifiable assets, liabilities and contingent liabilities of the acquired legal entities. Directly attributable transaction costs are expensed and included as exceptional items within sales, general and administration expenses. The acquired net assets are initially measured at fair value. The excess of the cost of acquisition over the fair value of the identifiable net assets acquired is recorded as goodwill. Any goodwill and fair value adjustments are recorded as assets and liabilities of the acquired legal entity in the currency of the primary economic environment in which the legal entity operates (the “functional currency”). If the cost of acquisition is less than the fair value of the Group’s share of the net assets of the legal entity acquired, the difference is recognized directly in the consolidated income statement. The Group considers obligations of the acquiree in a business combination that arise as a result of the change in control, to be cash flows arising from obtaining control of the controlled entity, and classifies these obligations as investing activities in the consolidated statement of cash flows.
| (ii) | | Non-controlling interests |
Non-controlling interests represent the portion of the equity of a subsidiary which is not attributable to the Group. Non-controlling interests are presented separately in the consolidated financial statements. Changes in ownership of a subsidiary which do not result in a change in control are treated as equity transactions.
| (iii) | | Transactions eliminated on consolidation |
Transactions, balances and unrealized gains or losses on transactions between Group companies are eliminated. Subsidiaries’ accounting policies have been changed where necessary to ensure consistency with the policies adopted by the Group.
Foreign currency
| (i) | | Functional and presentation currency |
The functional currency of the Company is euro. The consolidated financial statements are presented in U.S. dollar which is the Group’s presentation currency as set out above.
| (ii) | | Foreign currency transactions |
Items included in the financial statements of each of the Group’s entities are measured using the functional currency of that entity.
Transactions in foreign currencies are translated into the functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognized in the consolidated income statement, except: (i) differences on foreign currency borrowings that provide an effective hedge against a net investment in a foreign entity (“net investment hedges”), which are taken to other comprehensive income until the disposal of the net investment, at which time they are recognized in the consolidated income statement; and (ii) differences on certain derivative financial instruments discussed under “Derivative financial instruments” below. Net investment hedges are accounted for in a similar manner to cash flow hedges. The gain or loss relating to the ineffective portion of a net investment hedge is recognized immediately in the consolidated income statement within finance income or expense.
| (iii) | | Financial statements of foreign operations |
The assets and liabilities of foreign operations are translated into euro at foreign exchange rates ruling at the reporting date. The revenues and expenses of foreign operations are translated to euro at average exchange rates for the year. Foreign exchange differences arising on retranslation and settlement of such transactions are recognized in other comprehensive income. Gains or losses accumulated in other comprehensive income are recycled to the consolidated income statement when the foreign operation is disposed of.
Non‑monetary items measured at fair value in foreign currency are translated using the exchange rates as at the date when the fair value is determined.
Business combinations and goodwill
All business combinations are accounted for by applying the acquisition method of accounting. This involves measuring the cost of the business combination and allocating, at the acquisition date, the cost of the business combination to the assets acquired and liabilities assumed. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non‑controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non‑controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition‑related costs are expensed as incurred and included in sales, general and administration expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.
Any contingent consideration is recognized at fair value at the acquisition date.
Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to those groups of cash‑generating units (“CGUs”) that are expected to benefit from the business combination in which the goodwill arose for the purpose of assessing impairment. Goodwill is tested annually for impairment.
Where goodwill has been allocated to a CGU and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash‑generating unit retained.
Intangible assets
Intangible assets are initially recognized at cost.
Intangible assets acquired as part of a business combination are capitalized separately from goodwill if the intangible asset is separable or arises from contractual or other legal rights. They are initially recognized at cost which, for intangible assets arising in a business combination, is their fair value at the date of acquisition.
Subsequent to initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. The carrying values of intangible assets with finite useful lives are reviewed for indicators of impairment at each reporting date and are subject to impairment testing when events or changes in circumstances indicate that the carrying values may not be recoverable.
The amortization of intangible assets is calculated to write off the book value of finite lived intangible assets over their useful lives on a straight‑line basis on the assumption of zero residual value as follows:
| | | | | |
Computer software | | 2 | - | 7 | years |
Customer relationships | | 5 | - | 15 | years |
Technology | | 8 | - | 15 | years |
Computer software development costs are recognized as assets. Costs associated with maintaining computer software programs are recognized as an expense as incurred.
| (ii) | | Customer relationships |
Customer relationships acquired in a business combination are recognized at fair value at the acquisition date. Customer relationships have a finite useful economic life and are carried at cost less accumulated amortization.
Technology based intangibles acquired in a business combination are recognized at fair value at the acquisition date and reflect the Group’s ability to add value through accumulated technological expertise surrounding product and process development.
| (iv) | | Research and development costs |
Research costs are expensed as incurred. Development costs relating to new products are capitalized if the new product is technically and commercially feasible. All other development costs are expensed as incurred.
Property, plant and equipment
Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, except for land which is shown at cost less impairment. Spare parts which form an integral part of plant and machinery and which have an estimated useful economic life greater than one year are capitalized. Spare parts which do not form an integral part of plant and machinery and which have an estimated useful economic life less than one year are included as consumables within inventory and expensed when utilized.
Where components of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.
The determination of whether an arrangement is, or contains a lease, is based on the substance of the arrangement and requires an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets, and the arrangement conveys a right to use the asset.
Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases.
Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated income statement on a straight‑line basis over the period of the lease.
The Group recognizes in the carrying amount of an item of property, plant and equipment, the cost of replacing the component of such an item when that cost is incurred, if it is probable that the future economic benefits embodied with the item will flow to the Group and the cost of the item can be measured reliably. When a component is replaced the old component is de‑recognized in the period. All other costs are recognized in the consolidated income statement as an expense as incurred. When a major overhaul is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria above are met.
Depreciation is charged to the consolidated income statement on a straight‑line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives are as follows:
| | | | | |
Buildings | | 30 | - | 40 | years |
Plant and machinery | | 3 | - | 40 | years |
Molds | | 2 | - | 3 | years |
Office equipment and vehicles | | 3 | - | 10 | years |
Assets’ useful lives and residual values are adjusted if appropriate, at each balance sheet date.
Impairment of non‑financial assets
Assets that have an indefinite useful economic life are not subject to amortization and are tested annually for impairment or whenever indicators suggest that impairment may have occurred. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.
For the purposes of assessing impairment, assets excluding goodwill and long lived intangible assets, are grouped at the lowest levels at which cash flows are separately identifiable. Goodwill and long lived intangible assets are allocated to groups of CGUs. The groupings represent the lowest level at which the related assets are monitored for internal management purposes.
Non‑financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
The recoverable amount of other assets is the greater of their value in use and fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value, using a pre‑tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs.
Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the first‑in, first‑out basis and includes expenditure incurred in acquiring the inventories and bringing them to their current location and condition. In the case of finished goods and work‑in‑progress, cost includes direct materials, direct labor and attributable overheads based on normal operating capacity.
Net realizable value is the estimated proceeds of sale less all further costs to completion, and less all costs to be incurred in marketing, selling and distribution.
Spare parts which are deemed to be of a consumable nature, are included within inventories and expensed when utilized.
Non‑derivative financial instruments
Non‑derivative financial instruments comprise trade and other receivables, cash and cash equivalents, borrowings and trade and other payables. Non‑derivative financial instruments are recognized initially at fair value plus any directly attributable transaction costs, except as described below. Subsequent to initial recognition, non‑derivative financial instruments are measured as described below.
| (i) | | Trade and other receivables |
Effective January 1, 2018 on adoption of IFRS 9
Trade and other receivables are recognized initially at fair value and are thereafter measured at amortized cost using the effective interest rate method less any provision for impairment, in accordance with the Group’s held to collect business model. A provision for impairment of specific trade receivables is recognized when there is evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. For all other trade receivables, the Group will use an allowance matrix to measure the expected credit loss, based on historical actual credit loss experiences, adjusted for forward-looking information.
Effective prior to adoption of IFRS 9 on January 1, 2018
Trade and other receivables are recognized initially at fair value and are thereafter measured at amortized cost using the effective interest rate method less any provision for impairment. A provision for impairment of trade receivables is recognized when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.
The Group has entered into securitization transactions involving certain of its trade receivables. The securitized assets are recognized on the consolidated statement of financial position, until all of the rights to the cash flows from those assets have expired or have been fully transferred outside the Group, or until substantially all of the related risks, rewards and control of the related assets have been transferred to a third party.
The Group has also entered into a Global Asset Based Loan Facility (“ABL”) involving certain of its trade receivables and inventory. The lenders under the ABL have security over those receivables, inventory and the bank accounts where the associated cash flows are received. The risks, rewards and control of these assets are still retained by the Group and are, therefore, recognized on the statement of financial position.
| (iii) | | Contract assets – effective from January 1, 2018 on adoption of IFRS 15 |
Contract assets represent revenue required to be accelerated or recognized over time based on production completed in accordance with the Group’s revenue recognition policy (as set out below). A provision for impairment of a contract asset will be recognized when there is evidence that the revenue recognized will not be recoverable. The provision is measured based on an allowance matrix to measure the expected credit loss, based on historical actual credit loss experiences, adjusted for forward-looking information.
| (iv) | | Cash and cash equivalents |
Cash and cash equivalents include cash on hand and call deposits held with banks and restricted cash. Cash and cash equivalents are carried at amortized cost.
Short term bank deposits of greater than three months’ maturity which do not meet the definition of cash and cash equivalents are classified as financial assets within current assets and stated at amortized cost.
Restricted cash comprises cash held by the Group but which is ring‑fenced or used as security for specific financing arrangements, and to which the Group does not have unfettered access. Restricted cash is measured at amortized cost.
| (v) | | Borrowings (including related party debt) |
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the Group’s consolidated income statement over the period of the borrowings using the effective interest rate method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
| (vi) | | Trade and other payables |
Trade and other payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest rate method.
Derivative financial instruments
Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re‑measured at their fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
The fair values of various derivative instruments used for hedging purposes are disclosed in Note 17. The full fair value of a hedging derivative is classified as a non‑current asset or liability when the remaining maturity of the hedged item is more than 12 months and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognized in other comprehensive income, allocated between cash flow hedge gains or losses and cost of hedging gains or losses. For cash flow hedges which subsequently result in the recognition of a non-financial asset, the amounts accumulated in the cash flow hedge reserve are reclassified to the asset in order to adjust its carrying value. Amounts accumulated in the cash flow hedge reserve and cost of hedging reserve, or as adjustments to carrying value of non-financial assets, are recycled to the consolidated income statement in the periods when the hedged item will affect profit or loss.
The gain or loss relating to the ineffective portion is recognized immediately in the consolidated income statement. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing at that time remains in equity and is recognized in the consolidated income statement when the forecast cash flow arises. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the consolidated income statement.
| (ii) | | Net investment hedges |
Derivative financial instruments are classified as net investment hedges when they hedge changes in the Group’s net investments in its subsidiaries due to exposure to foreign currency. Net investment hedges are accounted for in a similar manner to cash flow hedges.
Derivative financial instruments are classified as fair value hedges when they hedge the Group’s exposure to changes in the fair value of a recognized asset or liability. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the Group’s consolidated income statement, together with any changes in the fair value of the hedged item that is attributable to the hedged risk. Changes in the fair value of dervatives relating to the cost of hedging are recognized in other comprehensive income.
The gain or loss relating to the effective portion of derivatives with fair value hedge accounting is recognized in the consolidated income statement within “net finance expense”. The gain or loss relating to the ineffective portion is also recognized in the consolidated income statement within “net finance expense”. If a hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest rate method is used is amortized to profit or loss over the period to maturity.
When a hedging instrument expires or is sold, or when a fair value hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing at that time remains in equity and is recognized in the consolidated income statement when the forecast cash flow arises. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the consolidated income statement.
Fair value measurement
The Group measures financial instruments such as derivatives and pension assets at fair value at each balance sheet date. Fair value related disclosures for financial instruments and pension assets that are measured at fair value or where fair values are disclosed, are summarized in the following notes:
| · | | Disclosures for valuation methods, significant estimates and assumptions (Notes 17 and 18) |
| · | | Contingent consideration |
| · | | Quantitative disclosures of fair value measurement hierarchy (Note 17) |
| · | | Financial instruments (including those carried at amortized cost) (Note 17) |
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
| · | | in the principal market for the asset or liability; or |
| · | | in the absence of a principal market, in the most advantageous market for the asset or liability. |
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non‑financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
Employee benefits
| (i) | | Defined benefit pension plans |
Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.
The liability recognized in the consolidated statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the reporting date less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Past service costs are recognized immediately in the consolidated income statement.
| (ii) | | Multi‑employer pension plans |
Multi‑employer craft or industry based pension schemes (“multi‑employer schemes”) have arrangements similar to those of defined benefit schemes. In each case it is not possible to identify the Group’s share of the underlying assets and liabilities of the multi‑employer schemes and therefore in accordance with IAS 19(R), the Group has taken the exemption for multi‑employer pension schemes to account for them as defined contribution schemes recognizing the contributions payable in each period in the consolidated income statement.
| (iii) | | Other end of service employee benefits |
In a number of countries, the Group pays lump sums to employees leaving service. These arrangements are accounted for in the same manner as defined benefit pension plans.
| (iv) | | Other long term employee benefits |
The Group’s obligation in respect of other long term employee benefit plans represents the amount of future benefit that employees have earned in return for service in the current and prior periods for post‑retirement medical schemes, partial retirement contracts and long service awards. These are included in the category of employee benefit obligations on the consolidated statement of financial position. The obligation is computed on the basis of the projected unit credit method and is discounted to present value using a discount rate equating to the market yield at the reporting date on high quality corporate bonds of a currency and term consistent with the currency and estimated term of the obligations. Actuarial gains and losses are recognized in full in the Group’s consolidated statement of comprehensive income in the period in which they arise.
| (v) | | Defined contribution plans |
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The contributions are recognized as employee benefit expense when they are due.
Provisions
Provisions are recognized when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount can be reliably estimated.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre‑tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.
Revenue recognition
Effective January 1, 2018 on adoption of IFRS 15
Revenue is recognized when control of a good or service has transferred to the customer. For certain contracts, the Group manufactures products for customers that have no alternative use and for which the Group has an enforceable right to payment for production completed to date. Therefore, the Group will recognize revenue over time as the Group satisfies the contractual performance obligations for those contracts. For all other contracts, the Group will continue to recognize revenue primarily on dispatch of the goods, net of any related customer rebates, cash discounts and value added taxes.
Effective prior to adoption of IFRS 15 on January 1, 2018
Revenue from the sale of goods is recognized in the consolidated income statement when the significant risks and rewards of ownership have been transferred to the buyer, primarily on dispatch of the goods. Allowances for customer rebates are provided for in the same period as the related revenues are recorded. Revenue is presented net of such rebates as well as cash discounts and value added tax.
Exceptional items
The Group’s consolidated income statement, cash flow and segmental analysis separately identify results before specific items. Specific items are those that in management’s judgment need to be disclosed by virtue of their size, nature or incidence to provide additional information. Such items include, where significant, restructuring, redundancy and other costs relating to permanent capacity realignment or footprint reorganization, directly attributable acquisition costs and acquisition integration costs, profit or loss on disposal or termination of operations, start‑up costs incurred in relation to and associated with plant builds, significant new line investments or furnaces, major litigation costs and settlements and impairment of non‑current assets. In this regard the determination of “significant”’ as included in our definition uses qualitative and quantitative factors. Judgment is used by the Group in assessing the particular items, which by virtue of their scale and nature, are disclosed in the Group’s consolidated income statement, and related notes as exceptional items. Management considers columnar presentation to be appropriate in the consolidated income statement as it provides useful additional information and is consistent with the way that financial performance is measured by management and presented to the Board. Exceptional restructuring costs are classified as restructuring provisions and all other exceptional costs when outstanding at the balance sheet date are classified as exceptional items payable.
Finance income and expense
Finance income comprises interest income on funds invested, gains on disposal of financial assets, ineffective portions of derivative instruments designated as hedging instruments and gains on derivative instruments that are not designated as hedging instruments and are recognized in profit or loss.
Finance expense comprises interest expense on borrowings (including amortization of deferred debt issuance costs), finance lease expenses, certain net foreign currency translation related to financing, net interest cost on net pension plan liabilities, losses on extinguishment of borrowings, ineffective portions of derivative instruments designated as hedging instruments, losses on derivative instruments that are not designated as hedging instruments and are recognized in profit or loss, and other finance expense.
The Group capitalizes borrowing costs directly attributable to the acquisition, construction or production of manufacturing plants that require a substantial period of time to build that would have been avoided if the expenditure on the qualifying asset had not been made.
Costs related to the issuance of new debt are deferred and amortized within finance expense over the expected terms of the related debt agreements by using the effective interest rate method.
Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognized in the consolidated income statement except to the extent that it relates to items recognized in other comprehensive income.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax payable in respect of previous years.
Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are generally not recognized if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Segment reporting
The board of directors in addition to certain members of the board of directors of Ardagh Group S.A. has been identified as the Chief Operating Decision Maker (“CODM”) for the Group.
Operating segments are identified on the basis of the internal reporting provided to the Board in order to allocate resources to the segment and assess its performance.
Critical accounting estimates, assumptions and judgments
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
| (i) | | Estimated impairment of goodwill and other long lived assets |
In accordance with IAS 36 “Impairment of assets” (“IAS 36”), the Group tests whether goodwill and other long lived assets have suffered any impairment in accordance with the accounting policies stated. The determination of recoverable amounts requires the use of estimates as outlined in Note 8. The Group’s judgments relating to the impairment of goodwill and other long lived assets are included in Notes 8 and 9.
| (ii) | | Establishing lives for the purposes of depreciation and amortization of property, plant and equipment and intangibles |
Long lived assets, consisting primarily of property, plant and equipment, customer intangibles and technology intangibles, comprise a significant portion of the Group’s total assets. The annual depreciation and amortization charges depend primarily on the estimated lives of each type of asset and, in certain circumstances, estimates of fair values and residual values. The Board regularly review these asset lives and change them as necessary to reflect current thinking on remaining lives in light of technological change, prospective economic utilization and physical condition of the assets concerned. Changes in asset lives can have a significant impact on the depreciation and amortization charges for the period. It is not practical to quantify the impact of changes in asset lives on an overall basis, as asset lives are individually determined and there are a significant number of asset lives in use.
The Group is subject to income taxes in numerous jurisdictions and judgment is therefore required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognizes liabilities for anticipated tax audit matters based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
| (iv) | | Measurement of employee benefit obligations |
The Group follows guidance of IAS 19(R) to determine the present value of its obligations to current and past employees in respect of defined benefit pension obligations, other long term employee benefits, and other end of service employee benefits which are subject to similar fluctuations in value in the long term. The Group with the assistance of professional actuaries, values such liabilities designed to ensure consistency in the quality of the key assumptions underlying the valuations. The critical assumptions and estimates applied are discussed in detail in Note 18.
The consolidated income statement and segment analysis separately identify results before exceptional items. Exceptional items are those that in our judgment need to be disclosed by virtue of their size, nature or incidence.
The Group believes that this presentation provides additional analysis as it highlights exceptional items. The determination of “significant” as included in our definition uses qualitative and quantitative factors which remain consistent from period to period. Management uses judgment in assessing the particular items, which by virtue of their scale and nature, are disclosed in the consolidated income statement and related notes as exceptional items. Management considers the consolidated income statement presentation of exceptional items to be appropriate as it provides useful additional information and is consistent with the way that financial information is measured by management and presented to the Board. In that regard, management believes it to be consistent with paragraph 85 of IAS 1 “Presentation of financial statements” (“IAS 1”), which permits the inclusion of line items and subtotals that improve the understanding of performance.
Revenue is recognized when control of a good or service has transferred to the customer. For certain contracts, the Group manufactures products for customers that have no alternative use and for which the Group has an enforceable right to payment for production completed to date. The determination of goods or contracts having no alternative use and the enforceable right to payment involves and relies upon management judgment, and can result in the Group accelerating the recognition of revenue over time as the Group satisfies the contractual performance obligations for those contracts.
| (vii) | | Business combinations and goodwill |
Goodwill only arises in business combinations. The amount of goodwill initially recognized is dependent on the allocation of the purchase price to the fair value of the identifiable assets acquired and the liabilities assumed. The determination of the fair value of the assets and liabilities is based, to a considerable extent, on management’s judgment. Allocation of the purchase price affects the results of the Group as finite lived intangible assets are amortized, whereas indefinite lived intangible assets, including goodwill, are not amortized and could result in differing amortization charges based on the allocation to indefinite lived and finite lived intangible assets.
3. Segment analysis
The Group’s four operating and reportable segments are Metal Packaging Europe, Metal Packaging Americas, Glass Packaging Europe and Glass Packaging North America. This reflects the basis on which the Group performance is reviewed by management and presented to the CODM.
Net finance expense is not allocated to segments as these are reviewed by the CODM on a Group‑wide basis. Performance of the segments is assessed based on Adjusted EBITDA. Adjusted EBITDA consists of profit/(loss) before income tax (credit)/charge, net finance expense, depreciation and amortization and exceptional operating items. Segment revenues are derived from sales to external customers. Inter‑segmental revenue is not material.
Segment assets consist of intangible assets, property, plant and equipment, derivative financial instrument assets, deferred tax assets, other non‑current assets, inventories, trade and other receivables and cash and cash equivalents. The accounting policies of the segments are the same as those in the consolidated financial statements of the Group as set out in Note 2.
Reconciliation of (loss)/profit for the year to Adjusted EBITDA
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
(Loss)/profit for the year | | (263) | | 41 | | (172) |
Income tax charge/(credit) (Note 6) | | 44 | | (40) | | 66 |
Net finance expense (Note 5) | | 654 | | 671 | | 681 |
Depreciation and amortization (Notes 8, 9) | | 714 | | 687 | | 561 |
Exceptional operating items (Note 4) | | 329 | | 149 | | 145 |
Adjusted EBITDA | | 1,478 | | 1,508 | | 1,281 |
The segment results for the year ended December 31, 2018 are:
| | | | | | | | | | |
| | Metal | | Metal | | Glass | | Glass | | |
| | Packaging | | Packaging | | Packaging | | Packaging | | |
| | Europe | | Americas | | Europe | | North America | | Group |
| | $'m | | $'m | | $'m | | $'m | | $'m |
Revenue | | 3,592 | | 2,187 | | 1,623 | | 1,695 | | 9,097 |
Adjusted EBITDA | | 565 | | 298 | | 358 | | 257 | | 1,478 |
Capital expenditure | | 202 | | 88 | | 151 | | 134 | | 575 |
Segment assets | | 4,236 | | 1,965 | | 1,951 | | 2,197 | | 10,349 |
The segment results for the year ended December 31, 2017 are:
| | | | | | | | | | |
| | Metal | | Metal | | Glass | | Glass | | |
| | Packaging | | Packaging | | Packaging | | Packaging | | |
| | Europe | | Americas | | Europe | | North America | | Group |
| | $'m | | $'m | | $'m | | $'m | | $'m |
Revenue | | 3,339 | | 1,931 | | 1,549 | | 1,777 | | 8,596 |
Adjusted EBITDA | | 554 | | 265 | | 340 | | 349 | | 1,508 |
Capital expenditure | | 176 | | 80 | | 110 | | 126 | | 492 |
Segment assets | | 4,485 | | 1,858 | | 2,226 | | 2,622 | | 11,191 |
The segment results for the year ended December 31, 2016 are:
| | | | | | | | | | |
| | Metal | | Metal | | Glass | | Glass | | |
| | Packaging | | Packaging | | Packaging | | Packaging | | |
| | Europe | | Americas | | Europe | | North America | | Group |
| | $'m | | $'m | | $'m | | $'m | | $'m |
Revenue | | 2,470 | | 1,168 | | 1,541 | | 1,835 | | 7,014 |
Adjusted EBITDA | | 404 | | 154 | | 328 | | 395 | | 1,281 |
Capital expenditure | | 80 | | 39 | | 99 | | 133 | | 351 |
Segment assets | | 4,159 | | 1,934 | | 2,003 | | 2,755 | | 10,851 |
Capital expenditure is the sum of purchases of property, plant and equipment and software and other intangibles, net of proceeds from disposal of property, plant and equipment, as per the consolidated statement of cash flows.
No customer accounted for greater than 10% of total revenue in 2018 (2017: none; 2016: none).
Total revenue and non‑current assets, excluding derivative financial instruments, taxes, pensions and goodwill arising on acquisitions, in countries which account for more than 10% of total revenue or non‑current assets, in the current or prior years presented, are as follows:
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
Revenue | | $'m | | $'m | | $'m |
U.S. | | 3,358 | | 3,261 | | 2,695 |
United Kingdom | | 969 | | 879 | | 801 |
Germany | | 890 | | 801 | | 726 |
| | | | |
| | At December 31, |
| | 2018 | | 2017 |
Non-current assets | | $'m | | $'m |
U.S. | | 2,190 | | 2,218 |
Germany | | 847 | | 1,025 |
United Kingdom | | 659 | | 676 |
The revenue above is attributed to countries on a destination basis.
The Company is domiciled in Luxembourg. During the year the Group had revenues of $4 million (2017: $3 million, 2016: $2 million) with customers in Luxembourg. Non‑current assets located in Luxembourg were $nil (2017: $nil).
Within each reportable segment our packaging containers have similar production processes and classes of customers. Further, they have similar economic characteristics as evidenced by similar profit margins, similar degrees of risk and similar opportunities for growth. Based on the foregoing, we do not consider that they constitute separate product lines and therefore additional disclosures relating to product lines is not necessary.
4. Exceptional items
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
Impairment - property, plant and equipment | | 11 | | 54 | | 9 |
Restructuring and other costs | | 57 | | 38 | | 15 |
Start-up related costs | | 48 | | 8 | | 5 |
Non-cash inventory adjustment | | — | | — | | 10 |
Past service cost/(credit) | | 8 | | — | | (24) |
Exceptional items - cost of sales | | 124 | | 100 | | 15 |
Transaction related costs - acquisition, integration and IPO | | 19 | | 49 | | 128 |
Restructuring and other costs | | — | | — | | 2 |
Exceptional items - SGA expenses | | 19 | | 49 | | 130 |
Impairment - goodwill | | 186 | | — | | — |
Exceptional items - impairment of intangible assets | | 186 | | — | | — |
Debt refinancing and settlement costs | | 22 | | 117 | | 157 |
Loss on derivative financial instruments | | 6 | | 15 | | 11 |
Interest payable on acquisition notes | | — | | — | | 17 |
Exceptional items - finance expense | | 28 | | 132 | | 185 |
Exceptional gain on derivative financial instruments | | — | | — | | (88) |
Exceptional items - finance income | | — | | — | | (88) |
Total exceptional items | | 357 | | 281 | | 242 |
Exceptional items are those that in management’s judgment need to be disclosed by virtue of their size, nature or incidence.
2018
Exceptional items of $357 million have been recognized for the year ending December 31, 2018, primarily comprising:
| · | | $116 million related to the Group’s capacity realignment programs, including start-up related costs ($48 million), restructuring costs ($57 million) and property, plant and equipment impairment charges ($11 million). These costs were incurred in Glass Packaging North America ($78 million), Metal Packaging Europe ($27 million), Metal Packaging Americas ($6 million) and Glass Packaging Europe ($5 million). |
| · | | $8 million pension service cost recognized in Metal Packaging Europe and Glass Packaging Europe following a High Court ruling in the UK in October 2018 in respect of GMP equalization (Note 18). |
| · | | $19 million transaction-related costs, primarily comprised of costs relating to acquisition, integration and other transactions. |
| · | | $186 million impairment of goodwill in Glass Packaging North America. |
| · | | $22 million debt refinancing and settlement costs primarily relating to the redemption of the Group’s $440 million 6.000% Senior Notes due 2021 in July 2018, principally comprising an early redemption premium and accelerated amortization of deferred finance costs. |
| · | | $6 million exceptional loss on the termination of the Group’s $440 million U.S. dollar to euro CCIRS in July 2018. |
2017
Exceptional items of $281 million have been recognized for the year ending December 31, 2017, primarily comprising:
| · | | $100 million related to the Group’s capacity realignment programs, including restructuring costs ($38 million), start-up related costs ($8 million) and property, plant and equipment impairment charges ($54 million). These costs were incurred in Glass Packaging North America ($43 million), Metal Packaging Europe ($54 million) and Metal Packaging Americas ($3 million). |
| · | | $49 million transaction-related costs, primarily comprised of costs directly attributable to the Beverage Can acquisition and the integration of this business and other IPO and transaction-related costs. |
| · | | $117 million debt refinancing and settlement costs relating to the notes and loans redeemed and repaid in January, March, April, June, and August 2017, principally comprising premiums payable on the early redemption of the notes and accelerated amortization of deferred finance costs and issue discounts. |
| · | | $15 million exceptional loss on the termination, in June 2017, of $500 million of the Group’s U.S. dollar to British pound CCIRS, of which $12 million relates to cumulative losses recycled from other comprehensive income. |
2016
Exceptional items of $242 million have been recognized in the year ended December 31, 2016, primarily comprising:
| · | | $31 million related to the Group’s capacity realignment programs, including restructuring costs ($15 million), start-up related costs ($5 million) and property, plant and equipment impairment charges ($9 million). These costs were principally incurred in Glass Packaging North America ($5 million), Metal Packaging Europe ($15 million) and Metal Packaging Americas ($11 million). |
| · | | $24 million pension service credit in Glass Packaging North America, following the amendment of certain defined benefit pension schemes during the period. |
| · | | $128 million transaction-related costs attributable primarily to the IPO and Beverage Can Acquisition. |
| · | | $157 million debt refinancing and settlement costs related to the notes repaid in May, September, and November 2016, including premiums payable on the early redemption of the notes, accelerated amortization of deferred finance costs, debt issuance premium and discounts and interest charges incurred in lieu of notice. |
| · | | The $11 million exceptional loss on derivative financial instruments relating to hedge ineffectiveness on the Group’s CCIRS. |
| · | | $17 million net interest charged in respect of notes held in escrow for the period between their issuance and the completion of the Beverage Can Acquisition. |
| · | | $88 million exceptional gain on derivative financial instruments relating to the gain on fair value of the CCIRS which were entered into during the second quarter and for which hedge accounting had not been applied until the third quarter. |
5. Finance income and expense
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
Senior secured and senior notes | | 546 | | 553 | | 494 |
Other interest expense | | 24 | | 6 | | 7 |
Term loan | | — | | 5 | | 30 |
Interest expense | | 570 | | 564 | | 531 |
Foreign currency translation losses/(gains) | | 45 | | (75) | | 30 |
Net pension interest cost (Note 18) | | 21 | | 24 | | 28 |
(Gain)/loss on derivative financial instruments | | (10) | | 28 | | — |
Other finance income | | — | | (2) | | (5) |
Finance expense before exceptional items | | 626 | | 539 | | 584 |
Exceptional finance expense (Note 4) | | 28 | | 132 | | 185 |
Total finance expense | | 654 | | 671 | | 769 |
Exceptional finance income (Note 4) | | — | | — | | (88) |
Net finance expense | | 654 | | 671 | | 681 |
6. Income tax
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
Current tax: | | | | | | |
Current tax for the year | | 103 | | 99 | | 69 |
Adjustments in respect of prior years | | 6 | | 1 | | (20) |
Total current tax | | 109 | | 100 | | 49 |
Deferred tax: | | | | | | |
Deferred tax for the year | | (58) | | (134) | | (11) |
Adjustments in respect of prior years | | (7) | | (6) | | 28 |
Total deferred tax | | (65) | | (140) | | 17 |
Income tax charge/(credit) | | 44 | | (40) | | 66 |
Reconciliation of income tax charge/(credit) and the (loss)/profit before tax multiplied by the Group’s domestic tax rate for 2018, 2017 and 2016 is as follows:
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
Loss before tax | | (219) | | 1 | | (106) |
Loss before tax multiplied by the standard rate of Luxembourg corporation tax: 26.01% (2017: 27.08%; 2016: 29.22%) | | (57) | | — | | (31) |
Tax losses for which no deferred income tax asset was recognized | | 16 | | — | | 1 |
Re-measurement of deferred taxes | | (4) | | (79) | | (6) |
Adjustment in respect of prior years | | (1) | | (5) | | 8 |
Income subject to state and other local income taxes | | 18 | | 17 | | 10 |
Income taxed at rates other than standard tax rates | | 6 | | (19) | | 21 |
Non-deductible items | | 60 | | 36 | | 66 |
Other | | 6 | | 10 | | (3) |
Income tax charge/(credit) | | 44 | | (40) | | 66 |
The total income tax charge/(credit) outlined above for each year includes tax credits of $54 million in 2018 (2017: $138 million; 2016: $49 million) in respect of exceptional items, being the tax effect of the items set out in Note 4. The $138 million exceptional income tax credit recognized in the year ended December 31, 2017 includes a credit of $78 million on remeasurement of deferred tax positions following the enactment of the Tax Cuts and Jobs Act of 2017 (“TCJA”) in the United States of America.
7. Employee costs
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
Wages and salaries | | 1,305 | | 1,345 | | 1,190 |
Social security costs | | 228 | | 209 | | 167 |
Defined benefit plan pension costs (Note 18) | | 46 | | 46 | | 46 |
Defined benefit past service credit (Note 18) | | (3) | | (10) | | (43) |
Defined contribution plan pension costs (Note 18) | | 44 | | 35 | | 34 |
| | 1,620 | | 1,625 | | 1,394 |
| | | | | | |
| | At December 31, |
Employees | | 2018 | | 2017 | | 2016 |
Production | | 20,619 | | 20,793 | | 20,823 |
Administration | | 2,809 | | 2,699 | | 2,712 |
| | 23,428 | | 23,492 | | 23,535 |
8. Intangible assets
| | | | | | | | | | |
| | | | Customer | | Technology | | | | |
| | Goodwill | | relationships | | and other | | Software | | Total |
| | $'m | | $'m | | $'m | | $'m | | $'m |
Cost | | | | | | | | | | |
At January 1, 2017 | | 2,088 | | 2,258 | | 234 | | 64 | | 4,644 |
Charge for the year | | — | | — | | 5 | | 16 | | 21 |
Derecognition of fully amortized assets | | — | | (42) | | — | | — | | (42) |
Exchange | | 113 | | 139 | | 12 | | 8 | | 272 |
At December 31, 2017 | | 2,201 | | 2,355 | | 251 | | 88 | | 4,895 |
Amortization | | | | | | | | | | |
At January 1, 2017 | | | | (399) | | (87) | | (43) | | (529) |
Additions | | | | (225) | | (31) | | (8) | | (264) |
Derecognition of fully amortized assets | | | | 42 | | — | | — | | 42 |
Exchange | | | | (25) | | (8) | | (7) | | (40) |
At December 31, 2017 | | | | (607) | | (126) | | (58) | | (791) |
Net book value | | | | | | | | | | |
At December 31, 2017 | | 2,201 | | 1,748 | | 125 | | 30 | | 4,104 |
Cost | | | | | | | | | | |
At January 1, 2018 | | 2,201 | | 2,355 | | 251 | | 88 | | 4,895 |
Additions | | — | | — | | 12 | | 25 | | 37 |
Impairment | | (186) | | — | | — | | — | | (186) |
Exchange | | (45) | | (55) | | (8) | | (3) | | (111) |
At December 31, 2018 | | 1,970 | | 2,300 | | 255 | | 110 | | 4,635 |
Amortization | | | | | | | | | | |
At January 1, 2018 | | | | (607) | | (126) | | (58) | | (791) |
Charge for the year | | | | (227) | | (30) | | (8) | | (265) |
Exchange | | | | 17 | | 3 | | 2 | | 22 |
At December 31, 2018 | | | | (817) | | (153) | | (64) | | (1,034) |
Net book value | | | | | | | | | | |
At December 31, 2018 | | 1,970 | | 1,483 | | 102 | | 46 | | 3,601 |
An impairment charge of $186 million, before the impact of deferred tax, was recognized in the year ended December 31, 2018 in respect of the goodwill in Glass Packaging North America as a result of the impairment testing performed. The impairment charge primarily arises as a result of a challenging market backdrop of continuing reductions in demand and volumes of glass packaging for domestically-produced mass beer brands as a result of the growth in consumption of imported beer. The decline in mass beer continues and the Group has undertaken a comprehensive review of our capacity, transportation, logistics and supply chain and implemented measures to improve future performance in order to ensure that the business once again performs in line with our expectations. These actions included the recalibration of our production capacity through addressing the overcapacity in beer and establishing additional capacity for wine and food.
In the year ended December 31, 2017 an intangible asset relating to an acquired customer relationship in Glass Packaging North America was derecognised. This asset had reached the end of its estimated useful life and had a net book value of $nil at the date of derecognition.
Goodwill
Allocation of goodwill
Goodwill has been allocated to groups of CGUs for the purpose of impairment testing. The groupings represent the lowest level at which the related goodwill is monitored for internal management purposes. Goodwill acquired through
business combination activity is allocated to CGUs that are expected to benefit from synergies arising from that combination.
The lowest level within the Group at which the goodwill is monitored for internal management purposes and consequently the CGUs to which goodwill is allocated is set out below:
| | | | |
| | At December 31, |
| | 2018 | | 2017 |
| | $'m | | $'m |
Metal Packaging Europe - excluding the Beverage Can Business ('Metal Europe') | | 305 | | 320 |
Metal Packaging Americas - excluding the Beverage Can Business ('Metal Americas') | | 29 | | 29 |
Metal Packaging Europe - Beverage Can Business ('Beverage Europe') | | 577 | | 604 |
Metal Packaging Americas - Beverage Can Business ('Beverage Americas') | | 437 | | 437 |
Glass Packaging Europe | | 62 | | 65 |
Glass Packaging North America | | 560 | | 746 |
Total Goodwill | | 1,970 | | 2,201 |
Impairment tests for goodwill
The Group performs its impairment test of goodwill annually following approval of the annual budget.
Recoverable amount and carrying amount
The Group used the value in use (“VIU”) model for the purposes of the goodwill impairment testing as this reflects the Group’s intention to hold and operate the assets. However, if an impairment indicator exists for a CGU, the Group uses both the VIU model and the fair value less costs to sell (“FVLCTS”) model to establish the higher of the recoverable amount.
Value in use
The VIU model used the 2019 budget approved by the Board and a two year forecast for 2020 to 2021 (2017: one‑year budget). The budget and forecast results were then extended for a further two‑year period (2017: four‑year period) making certain assumptions including that long-term capital expenditure equals depreciation and that any increase in input cost will be passed through to customers, in line with historic practice and contractual terms.
The terminal value assumed long-term growth in line with long-term inflation.
Cash flows considered in the VIU model included the cash inflows and outflows related to the continuing use of the assets over their remaining useful lives, expected earnings, required maintenance capital expenditure, depreciation and working capital.
The discount rate applied to cash flows in the VIU model was estimated using our weighted average cost of capital as determined by the Capital Asset Pricing Model with regard to the risks associated with the cash flows being considered (country, market and specific risks of the asset).
The modelled cash flows take into account the Group’s established history of earnings, cash flow generation and the nature of the markets in which we operate, where product obsolescence is low. The key assumptions employed in modelling estimates of future cash flows are subjective and include projected Adjusted EBITDA, discount rates and growth rates, replacement capital expenditure requirements, rates of customer retention and the ability to maintain margin through the pass through of input cost inflation.
Under the VIU model, there was an indicator of impairment identified in the Glass Packaging North America CGU when the discounted future cash flows were compared to the carrying amount of the Glass Packaging North America CGU. Consequently, a FVLCTS calculation was performed to establish the higher of the recoverable amount when
compared to the VIU model for Glass Packaging North America at December, 31 2018. See below for details of results of the FVLCTS calculation.
For all remaining CGUs, a sensitivity analysis was performed reflecting potential variations in terminal growth rate and discount rate assumptions. In all cases the recoverable values calculated were in excess of the carrying values of the CGUs. The variation applied to terminal value growth rates and discount rates was a 50 basis points decrease and increase respectively and represents a reasonably possible change to the key assumptions of the VIU model. Further, a reasonably possible change to the operating cash flows would not reduce the recoverable amounts below the carrying value of the CGUs.
Fair value less costs to sell
The FVLCTS calculation for the Glass Packaging North America CGU used the 2019 projected Adjusted EBITDA multiplied by an earnings multiple of 6.7x, based on comparable market transactions, and adjusted for selling costs. The fair value measurement was considered a Level 3 fair value based on certain unobservable pricing inputs. The FVLCTS calculation resulted in a higher recoverable amount than the VIU model. The recoverable amount was then compared to the carrying value of the Glass Packaging North America CGU, resulting in the recognition of an impairment charge of $186 million (before the impact of deferred tax) on goodwill allocated to Glass Packaging North America in the year ended December 31, 2018.
A sensitivity analysis was performed on the FVLCTS calculation by increasing and decreasing the earnings multiple and the 2019 projected Adjusted EBITDA by 50 basis points respectively. The results of the sensitivitiy analysis does not have a material impact on the impairment charge recognized in the year end December 31, 2018.
The additional disclosures required under IAS 36 in relation to significant goodwill amounts arising in the groups of CGUs are as follows:
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | Glass | |
| | | | | | | | | | Glass | | Packaging | |
| | Metal | | Metal | | Beverage | | Beverage | | Packaging | | North | |
| | Europe | | Americas | | Europe | | Americas | | Europe | | America | |
| | $'m/% | | $'m/% | | $'m/% | | $'m/% | | $'m/% | | $'m/% | |
2018 | | | | | | | | | | | | | |
Carrying amount of goodwill | | 305 | | 29 | | 577 | | 437 | | 62 | | 560 | |
Excess of recoverable amount | | 1,672 | | 299 | | 1,673 | | 1,085 | | 2,222 | | N/A | |
Pre-tax discount rate applied | | 7.6 | | 9.7 | | 6.7 | | 9.6 | | 8.5 | | N/A | |
Growth rate for terminal value | | 1.5 | | 1.5 | | 1.5 | | 1.5 | | 1.5 | | N/A | |
2017 | | | | | | | | | | | | | |
Carrying amount of goodwill | | 320 | | 29 | | 604 | | 437 | | 65 | | 746 | |
Excess of recoverable amount | | 3,104 | | 451 | | 1,650 | | 786 | | 2,907 | | 859 | |
Pre-tax discount rate applied | | 7.3 | | 8.3 | | 7.4 | | 9.6 | | 8.2 | | 9.1 | |
Growth rate for terminal value | | 1.5 | | 1.5 | | 1.5 | | 1.5 | | 1.5 | | 1.5 | |
9. Property, plant and equipment
| | | | | | | | |
| | | | Plant, | | Office | | |
| | Land and | | machinery | | equipment | | |
| | buildings | | and other | | and vehicles | | Total |
| | $'m | | $'m | | $'m | | $'m |
Cost | | | | | | | | |
At January 1, 2017 | | 983 | | 3,541 | | 64 | | 4,588 |
Additions | | 8 | | 508 | | 6 | | 522 |
Impairment (Note 4) | | — | | (54) | | — | | (54) |
Disposals | | (4) | | (160) | | (10) | | (174) |
Transfers | | 11 | | (9) | | 7 | | 9 |
Exchange | | 96 | | 316 | | 4 | | 416 |
At December 31, 2017 | | 1,094 | | 4,142 | | 71 | | 5,307 |
Depreciation | | | | | | | | |
At January 1, 2017 | | (200) | | (1,295) | | (25) | | (1,520) |
Charge for the year | | (35) | | (378) | | (10) | | (423) |
Disposals | | 2 | | 156 | | 10 | | 168 |
Transfers | | 1 | | (2) | | 1 | | — |
Exchange | | (26) | | (137) | | (1) | | (164) |
At December 31, 2017 | | (258) | | (1,656) | | (25) | | (1,939) |
Net book value | | | | | | | | |
At December 31, 2017 | | 836 | | 2,486 | | 46 | | 3,368 |
Cost | | | | | | | | |
At January 1, 2018 | | 1,094 | | 4,142 | | 71 | | 5,307 |
Additions | | 15 | | 539 | | 37 | | 591 |
Impairment (Note 4) | | — | | (11) | | — | | (11) |
Disposals | | (16) | | (190) | | (11) | | (217) |
Transfers | | — | | — | | 5 | | 5 |
Exchange | | (49) | | (182) | | (8) | | (239) |
At December 31, 2018 | | 1,044 | | 4,298 | | 94 | | 5,436 |
Depreciation | | | | | | | | |
At January 1, 2018 | | (258) | | (1,656) | | (25) | | (1,939) |
Charge for the year | | (37) | | (388) | | (24) | | (449) |
Disposals | | 10 | | 187 | | 9 | | 206 |
Exchange | | 21 | | 107 | | 6 | | 134 |
At December 31, 2018 | | (264) | | (1,750) | | (34) | | (2,048) |
Net book value | | | | | | | | |
At December 31, 2018 | | 780 | | 2,548 | | 60 | | 3,388 |
| | | | | | | | |
Depreciation expense of $440 million (2017: $415 million; 2016: $363 million) has been charged in cost of sales and $9 million (2017: $8 million; 2016: $6 million) in sales, general and administration expenses.
Transfers primarily relate to the reclassification of construction in progress to the applicable classification within property, plant and equipment and the reclassification of certain consumables with an estimated useful life of greater than one year, from inventory to property, plant and equipment. Construction in progress at December 31, 2018 was $254 million (2017: $241 million).
Included in property, plant and equipment is an amount for land of $213 million (2017: $225 million).
Substantially all of the Group’s property, plant and equipment is pledged as security under the terms and conditions of the Group’s financing arrangements. No interest was capitalized in the year (2017: $nil).
Impairment
The board of directors of Ardagh Group S.A. has considered the carrying value of the Group’s property, plant and equipment and assessed the indicators of impairment as at December 31, 2018 in accordance with IAS 36. In the year ended December 31, 2018 an impairment charge of $11 million (2017: $54 million) has been recognized, of which $4 million (2017: $38 million) relates to the impairment of plant and machinery in Glass Packaging North America, $5 million (2017: $nil) relates to the impairment of plant and machinery in Metal Packaging Americas, and $2 million (2017: $16 million) relates to the impairment of plant and machinery in Metal Packaging Europe, arising principally from capacity realignment programs.
Finance leases
The depreciation charge for capitalized leased assets was $5 million (2017: $1 million; 2016: $1 million) and the related finance charges were $2 million (2017: $nil; 2016: $nil). The net carrying amount is $36 million (2017: $12 million).
Operating lease commitments
During the year, the expense in respect of operating lease commitments was as follows:
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
| | | | Re-presented | | Re-presented |
Plant and machinery | | 22 | | 21 | | 20 |
Land and buildings | | 51 | | 38 | | 34 |
Office equipment and vehicles | | 17 | | 9 | | 9 |
| | 90 | | 68 | | 63 |
At December 31, the Group had total commitments under non‑cancellable operating leases which expire:
| | | | | | |
| | | | | | |
| | At December 31, |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
| | | | Re-presented | | Re-presented |
Not later than one year | | 67 | | 64 | | 59 |
Later than one year and not later than five years | | 150 | | 132 | | 123 |
Later than five years | | 147 | | 106 | | 98 |
| | 364 | | 302 | | 280 |
Capital commitments
The following capital commitments in relation to property, plant and equipment were authorized by management, but have not been provided for in the consolidated financial statements:
| | | | | | |
| | At December 31, |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
Contracted for | | 118 | | 101 | | 116 |
Not contracted for | | 76 | | 14 | | 20 |
| | 194 | | 115 | | 136 |
10. Other non‑current assets
At December 31, 2018 other non‑current assets of $24 million (2017: $25 million) include $9 million (2017: $10 million) relating to the Group’s investment in its joint ventures.
11. Deferred income tax
The movement in deferred tax assets and liabilities during the year was as follows:
| | | | | | |
| | Assets | | Liabilities | | Total |
| | $'m | | $'m | | $'m |
At January 1, 2017 | | 469 | | (928) | | (459) |
(Charged)/credited to the income statement (Note 6) | | (67) | | 207 | | 140 |
(Charged)/credited to other comprehensive income | | (6) | | 1 | | (5) |
Reclassification | | 4 | | (4) | | — |
Exchange | | 28 | | (66) | | (38) |
At December 31, 2017 | | 428 | | (790) | | (362) |
Credited to the income statement (Note 6) | | 36 | | 29 | | 65 |
Credited/(charged) to other comprehensive income | | 7 | | (3) | | 4 |
Reclassification | | (36) | | 36 | | — |
Exchange | | (3) | | 7 | | 4 |
At December 31, 2018 | | 432 | | (721) | | (289) |
The components of deferred income tax assets and liabilities are as follows:
| | | | |
| | At December 31, |
| | 2018 | | 2017 |
| | $'m | | $'m |
Tax losses | | 49 | | 34 |
Employee benefit obligations | | 179 | | 187 |
Depreciation timing differences | | 83 | | 90 |
Provisions | | 69 | | 70 |
Other | | 52 | | 47 |
| | 432 | | 428 |
Available for offset | | (178) | | (207) |
Deferred tax assets | | 254 | | 221 |
Intangible assets | | (344) | | (395) |
Accelerated depreciation and other fair value adjustments | | (343) | | (369) |
Other | | (34) | | (26) |
| | (721) | | (790) |
Available for offset | | 178 | | 207 |
Deferred tax liabilities | | (543) | | (583) |
The tax credit/(charge) recognized in the consolidated income statement is analyzed as follows:
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
Tax losses | | 18 | | (2) | | (3) |
Employee benefit obligations | | 3 | | (21) | | (13) |
Depreciation timing differences | | 4 | | (6) | | (13) |
Provisions | | (1) | | (26) | | — |
Other deferred tax assets | | 12 | | (12) | | (17) |
Intangible assets | | 52 | | 155 | | 42 |
Accelerated depreciation and other fair value adjustments | | (20) | | 29 | | (4) |
Other deferred tax liabilities | | (3) | | 23 | | (9) |
| | 65 | | 140 | | (17) |
Deferred tax assets are only recognized on tax loss carry‑forwards to the extent that the realization of the related tax benefit through future taxable profits is probable based on management’s forecasts. The Group did not recognize deferred tax assets of $111 million (2017: $131 million) in respect of tax losses amounting to $450 million (2017: $627 million) that can be carried forward against future taxable income due to uncertainty regarding their utilization. In addition, the Group did not recognize deferred tax assets of $51 million (2017: $50 million) in respect of capital losses amounting to $243 million (2017: $239 million) that can be carried forward against future taxable income due to uncertainty regarding their utilization.
No provision has been made for temporary differences applicable to investments in subsidiaries as the Group is in a position to control the timing of reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Given that exemptions and tax credits would be available in the context of the Group’s investments in subsidiaries in the majority of jurisdictions in which it operates, the aggregate amount of temporary differences in respect of which deferred tax liabilities have not been recognized would not be material.
12. Inventories
| | | | |
| | At December 31, |
| | 2018 | | 2017 |
| | $'m | | $'m |
Raw materials and consumables | | 389 | | 369 |
Mold parts | | 51 | | 52 |
Work-in-progress | | 114 | | 85 |
Finished goods | | 730 | | 847 |
| | 1,284 | | 1,353 |
Certain inventories held by the Ardagh Group have been pledged as security under the Group’s Global Asset Based Loan Facility (Note 17). The amount recognized as a write down in inventories or as a reversal of a write down in the year ended December 31, 2018 was not material.
At December 31, 2018, the hedging gain included in the carrying value of inventories, which will be recognized in the income statement when the related finished goods have been sold, is not material.
13. Trade and other receivables
| | | | |
| | At December 31, |
| | 2018 | | 2017 |
| | $'m | | $'m |
Trade receivables | | 823 | | 1,015 |
Other receivables and prepayments | | 230 | | 259 |
| | 1,053 | | 1,274 |
The fair values of trade and other receivables approximate the amounts shown above. Movements on the provision for impairment of trade receivables are as follows:
| | | | | | |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
At January 1, | | 23 | | 15 | | 15 |
Impact of adoption of IFRS 9 on January 1, 2018 | | (4) | | — | | — |
At January 1, | | 19 | | 15 | | 15 |
Provision for receivables impairment | | 2 | | 6 | | 1 |
Receivables written off during the year as uncollectible | | (3) | | — | | (1) |
Exchange | | (1) | | 2 | | — |
At December 31, | | 17 | | 23 | | 15 |
The majority of the provision above relates to balances which are more than six months past due. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable set out above.
Provisions against specific balances
Significant balances are assessed for evidence of increased credit risk. Examples of factors considered are high probability of bankruptcy, breaches of contract or major concession being sought by the customer. Instances of significant single customer related bad debts are rare and there is no significant concentration of risk associated with particular customers.
Providing against the remaining population of customers
The Group monitors actual historical credit losses and adjusts for forward-looking information to measure the level of expected losses. Adverse changes in the payment status of customers of the Group, or national or local economic conditions that correlate with defaults on receivables owing to the Group, may also provide a basis for an increase in the level of provision above historic loss experience.
As of December 31, 2018, trade receivables of $68 million (2017: $62 million) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:
| | | | |
| | At December 31, |
| | 2018 | | 2017 |
| | $'m | | $'m |
Up to three months past due | | 56 | | 46 |
Three to six months past due | | 5 | | 5 |
Over six months past due | | 7 | | 11 |
| | 68 | | 62 |
14. Cash and cash equivalents
| | | | |
| | At December 31, |
| | 2018 | | 2017 |
| | $'m | | $'m |
Cash at bank and in hand | | 529 | | 680 |
Short term bank deposits | | 26 | | 130 |
Restricted cash | | 10 | | 13 |
| | 565 | | 823 |
| | | | |
Within cash and cash equivalents, the Group had $10 million of restricted cash at December 31, 2018 (2017: $13 million), which includes bank guarantees in the United States and early retirement plans in Germany.
15. Issued capital and reserves
Issued and fully paid shares:
| | | | |
| | Number of | | |
| | shares | | |
| | (millions) | | $'m |
Ordinary shares (par value €0.01) | | 10.3 | | — |
At December 31, 2018 and at December 31, 2017 | | 10.3 | | — |
| | | | |
There were no transactions in shares of the Company during the year ended December 31, 2018. During the year ended December 31, 2018, the Group paid dividends of $10 million (2017: $8 million), to the non-controlling interest of a subsidiary of the Company.
During the year ended December 31, 2017 the Company issued 256,410 ordinary shares for consideration equal to the par value of €0.01 each.
16. Financial risk factors
The Group’s activities expose it to a variety of financial risks: capital risk, interest rate risk, currency exchange risk, commodity price risk, credit risk, and liquidity risk.
Capital structure and risk
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and provide returns to its shareholders. The Group funds its operations primarily from the following sources of capital: borrowings, cash flow and shareholders’ capital. The Group aims to achieve a capital structure that results in an appropriate cost of capital to accommodate material investments or acquisitions, while providing flexibility in short and medium term funding. The Group also aims to maintain a strong balance sheet and to provide continuity of financing by having a range of maturities and borrowing from a variety of sources. The Group’s overall treasury objectives are to ensure sufficient funds are available for the Group to carry out its strategy and to manage certain financial risks to which the Group is exposed, details of which are provided below.
Financial risks are managed on the advice of Group Treasury and senior management. The Group does not permit the use of treasury instruments for speculative purposes, under any circumstances. Group Treasury regularly reviews the level of cash and debt facilities required to fund the Group’s activities, plans for repayments and refinancing of debt, and identifies an appropriate amount of headroom to provide a reserve against unexpected funding requirements.
Additionally, financial instruments, including derivative financial instruments, are used to hedge exposure to interest rate, currency exchange risk and commodity price risk.
One of the Group’s key metrics has been the ratio of consolidated external net debt as a multiple of Adjusted EBITDA. Adjusted EBITDA consists of profit/(loss) before income tax (credit)/charge, net finance expense, depreciation and amortization and exceptional operating items. As at December 31, 2018 the ratio for the Group was 6.2x (2017: 6.3x; 2016: 7.3x).
Interest rate risk
The Board’s policy, in the management of interest rate risk, is to strike the right balance between the Group’s fixed and floating rate financial instruments, which occasionally includes the use of CCIRS. The balance struck by the Board is dependent on prevailing interest rate markets at any point in time.
At December 31, 2018, the Group’s external borrowings were 91.9% (2017: 93.2%) fixed with a weighted average interest rate of 5.7% (2017: 5.7%; 2016: 5.6%). The weighted average interest rate of the Group for the year ended December 31, 2018 was 5.3% (2017: 5.3%; 2016: 5.4%).
Holding all other variables constant, including levels of the Group’s external indebtedness, at December 31, 2018 a one percentage point increase in variable interest rates would increase interest payable by approximately $9 million (2017: $7 million).
Currency exchange risk
The Group presents its consolidated financial information in U.S. dollar. The functional currency of the Company will continue to be the euro.
The Group operates in 22 countries, across five continents and its main currency exposure in the year to December 31, 2018, from the euro functional currency, was in relation to the U.S. dollar, British pound, Swedish krona, Polish zloty, Danish krone and Brazilian real. Currency exchange risk arises from future commercial transactions, recognized assets and liabilities, and net investments in foreign operations.
As a result of the consolidated financial statements being presented in U.S. dollar, the Group’s results are also impacted as a result of fluctuations in the U.S. dollar exchange rate versus the euro.
The Group has a limited level of transactional currency exposure arising from sales or purchases by operating units in currencies other than their functional currencies.
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 and swaps denominated in the Group’s principal foreign currencies.
Fluctuations in the value of these currencies with respect to the euro functional currency may have a significant impact on the Group’s financial condition and results of operations. When considering the Group’s position, the Group believes that a strengthening of the euro exchange rate (the functional currency) by 1% against all other foreign currencies from the December 31, 2018 rate would increase shareholders’ equity by approximately $5 million (2017: $2 million).
Commodity price risk
The Group is exposed to changes in prices of our main raw materials, primarily energy, aluminum and steel. Production costs in our Metal Packaging division are exposed to changes in prices of our main raw materials, primarily aluminum and steel. Aluminum ingot is traded daily as a commodity on the London Metal Exchange, which has historically been subject to significant price volatility. Because aluminum is priced in U.S. dollars, fluctuations in the U.S. dollar/ euro rate also affect the euro cost of aluminum ingot. The price and foreign currency risk on the aluminum purchases in Metal Packaging Europe and Metal Packaging Americas are hedged by entering into swaps under which we pay fixed euro and U.S. dollar prices, respectively. In contrast, the hedging market for steel, and in particular that for coking coal, is a relatively new market which does not have the depth of the aluminum market and as a consequence, there might be limitations to placing hedges in the market. The majority of our steel purchases are obtained under one‑year contracts with prices that are usually fixed in advance. When such contracts are renewed in the future, our steel costs under such contracts will be subject to prevailing global steel and/or tinplate prices at the time of renewal, which may be different from historical prices. Furthermore, the relative price of oil and its by‑products may materially impact our business, affecting our transport, lacquer and ink costs.
Where we do not have pass through contracts in relation to the underlying metal raw material cost the Group uses derivative agreements to manage this risk. The Group depends on an active liquid market and available credit lines with counterparty banks to cover this risk. The use of derivative contracts to manage our risk is dependent on robust hedging procedures. Increasing raw material costs over time has the potential, if we are unable to pass on price increases, to reduce sales volume and could therefore have a significant impact on our financial condition. The Group is also exposed to possible interruptions of supply of aluminum and steel or other raw materials and any inability to purchase raw materials could negatively impact our operations.
Production costs in our Glass Packaging division are sensitive to the price of energy. Our main energy exposure is to the cost of gas and electricity. These energy costs have experienced significant volatility in recent years with a corresponding effect on our production costs. In terms of gas, which represents 50% of our energy costs, there is a
continuous de‑coupling between the cost of gas and oil, whereby now only significant changes in the price of oil have an impact on the price of gas. The volatility in gas pricing is driven by shale gas development (United States only), the availability of liquefied natural gas in Europe, as both Europe and Asia compete for shipments, and storage levels. Volatility in the price of electricity is caused by the German Renewable Energy policy, the phasing out of nuclear generating capacity, fluctuations in the price of gas and coal and the influence of carbon dioxide costs on electricity prices.
As a result of the volatility of gas and electricity prices, the Group has either included energy pass‑through clauses in our sales contracts or developed an active hedging strategy to fix a significant proportion of our energy costs through contractual arrangements directly with our suppliers, where there is no energy clause in the sales contract.
Where pass through contracts do not exist the Group policy is to purchase gas and electricity by entering into forward price‑fixing arrangements with suppliers for the bulk of our anticipated requirements for the year ahead. Such contracts are used exclusively to obtain delivery of our anticipated energy supplies. The Group does not net settle, nor do we sell within a short period of time after taking delivery. The Group avails of the own use exemption and, therefore, these contracts are treated as executory contracts.
The Group typically builds up these contractual positions in tranches of approximately 10% of the anticipated volumes. Any gas and electricity which is not purchased under forward price‑fixing arrangements is purchased under index tracking contracts or at spot prices. As at December 31, 2018, we have 60% and 55% of our energy risk covered for 2019 and 2020, respectively.
Credit risk
Credit risk arises from derivative contracts, cash and deposits held with banks and financial institutions, as well as credit exposures to the Group’s customers, including outstanding receivables. Group policy is to place excess liquidity on deposit, only with recognized and reputable financial institutions. For banks and financial institutions, only independently rated parties with a minimum rating of ‘BBB+’ from at least two credit rating agencies are accepted, where possible. The credit ratings of banks and financial institutions are monitored to ensure compliance with Group policy. Risk of default is controlled within a policy framework of dealing with high quality institutions and by limiting the amount of credit exposure to any one bank or institution.
Group policy is to extend credit to customers of good credit standing. Credit risk is managed on an on‑going basis, by experienced people within the Group. The Group’s policy for the management of credit risk in relation to trade receivables involves periodically assessing the financial reliability of customers, taking into account their financial position, past experience and other factors. Provisions are made, where deemed necessary, and the utilization of credit limits is regularly monitored. Management does not expect any significant counterparty to fail to meets its obligations. The maximum exposure to credit risk is represented by the carrying amount of each asset. For the year ended December 31, 2018, the Group’s ten largest customers accounted for approximately 37% of total revenues (2017: 36%; 2016: 33%). There is no recent history of default with these customers.
Surplus cash held by the operating entities over and above the balance required for working capital management is transferred to Group Treasury. Group Treasury invests surplus cash in interest‑bearing current accounts and time deposits with appropriate maturities to provide sufficient headroom as determined by the below‑mentioned forecasts.
Liquidity risk
The Group is exposed to liquidity risk which arises primarily from the maturing of short term and long term debt obligations. The Group’s policy is to ensure that sufficient resources are available either from cash balances, cash flows or undrawn committed bank facilities, to ensure all obligations can be met as they fall due.
To effectively manage liquidity risk, the Group:
| · | | has committed borrowing facilities that it can access to meet liquidity needs; |
| · | | maintains cash balances and liquid investments with highly‑rated counterparties; |
| · | | limits the maturity of cash balances; |
| · | | borrows the bulk of its debt needs under long term fixed rate debt securities; and |
| · | | has internal control processes to manage liquidity risk. |
Cash flow forecasting is performed in the operating entities of the Group and is aggregated by Group Treasury. Group Treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans.
17. Financial assets and liabilities
The Group’s net external debt was as follows:
| | | | |
| | At December 31, |
| | 2018 | | 2017 |
| | $'m | | $'m |
Loan notes | | 9,463 | | 10,064 |
Other borrowings | | 142 | | 12 |
Total borrowings | | 9,605 | | 10,076 |
Cash and cash equivalents | | (565) | | (823) |
Derivative financial instruments used to hedge foreign currency and interest rate risk | | 113 | | 301 |
Net debt | | 9,153 | | 9,554 |
The Group’s net borrowings of $9,605 million (2017: $10,076 million) are are classified as non-current liabilities of $9,487 million (2017: $10,074 million) and current liabilities of $118 million (2017: $2 million) in the consolidated statement of financial position at December 31, 2018.
At December 31, 2018, 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 | | | | |
Liabilities guaranteed by the ARD Finance Group | | | | | | | | | | | | | | |
7.125%/7.875% Senior Secured Toggle Notes | | USD | | 770 | | 15-Sep-23 | | Bullet | | 770 | | 770 | | — |
6.625%/7.375% Senior Secured Toggle Notes | | EUR | | 845 | | 15-Sep-23 | | Bullet | | 845 | | 967 | | — |
Liabilities guaranteed by the Ardagh Group | | | | | | | | | | | | | | |
2.750% Senior Secured Notes | | EUR | | 750 | | 15-Mar-24 | | Bullet | | 750 | | 859 | | — |
4.625% Senior Secured Notes | | USD | | 1,000 | | 15-May-23 | | Bullet | | 1,000 | | 1,000 | | — |
4.125% Senior Secured Notes | | EUR | | 440 | | 15-May-23 | | Bullet | | 440 | | 504 | | — |
4.250% Senior Secured Notes | | USD | | 715 | | 15-Sep-22 | | Bullet | | 715 | | 715 | | — |
4.750% Senior Notes | | GBP | | 400 | | 15-Jul-27 | | Bullet | | 400 | | 512 | | — |
6.000% Senior Notes | | USD | | 1,700 | | 15-Feb-25 | | Bullet | | 1,700 | | 1,685 | | — |
7.250% Senior Notes | | USD | | 1,650 | | 15-May-24 | | Bullet | | 1,650 | | 1,650 | | — |
6.750% Senior Notes | | EUR | | 750 | | 15-May-24 | | Bullet | | 750 | | 859 | | — |
Global Asset Based Loan Facility | | USD | | 739 | | 07-Dec-22 | | Revolving | | — | | 100 | | 639 |
Finance lease obligations | | USD/GBP/EUR | | — | | — | | Amortizing | | — | | 36 | | — |
Other borrowings / credit lines | | EUR/USD | | — | | Rolling | | Amortizing | | — | | 15 | | 1 |
Total borrowings / undrawn facilities | | | | | | | | | | | | 9,672 | | 640 |
Deferred debt issue costs and bond premiums | | | | | | | | | | | | (67) | | — |
Net borrowings / undrawn facilities | | | | | | | | | | | | 9,605 | | 640 |
Cash and cash equivalents | | | | | | | | | | | | (565) | | 565 |
Derivative financial instruments used to hedge foreign currency and interest rate risk | | | | | | | | | | | | 113 | | — |
Net debt / available liquidity | | | | | | | | | | | | 9,153 | | 1,205 |
Net debt includes the fair value of associated derivative financial instruments that are used to hedge foreign exchange and interest rate risks relating to finance debt.
Certain 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 number of financial covenants including a fixed charge coverage ratio. 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, 2017, 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 | | | | |
Liabilities guaranteed by the ARD Finance Group | | | | | | | | | | | | | | |
7.125%/7.875% Senior Secured Toggle Notes | | USD | | 770 | | 15-Sep-23 | | Bullet | | 770 | | 770 | | — |
6.625%/7.375% Senior Secured Toggle Notes | | EUR | | 845 | | 15-Sep-23 | | Bullet | | 845 | | 1,013 | | — |
Liabilities guaranteed by the Ardagh Group | | | | | | | | | | | | | | |
2.750% Senior Secured Notes | | EUR | | 750 | | 15-Mar-24 | | Bullet | | 750 | | 899 | | — |
4.625% Senior Secured Notes | | USD | | 1,000 | | 15-May-23 | | Bullet | | 1,000 | | 1,000 | | — |
4.125% Senior Secured Notes | | EUR | | 440 | | 15-May-23 | | Bullet | | 440 | | 528 | | — |
4.250% Senior Secured Notes | | USD | | 715 | | 15-Sep-22 | | Bullet | | 715 | | 715 | | — |
4.750% Senior Notes | | GBP | | 400 | | 15-Jul-27 | | Bullet | | 400 | | 541 | | — |
6.000% Senior Notes | | USD | | 1,700 | | 15-Feb-25 | | Bullet | | 1,700 | | 1,696 | | — |
7.250% Senior Notes | | USD | | 1,650 | | 15-May-24 | | Bullet | | 1,650 | | 1,650 | | — |
6.750% Senior Notes | | EUR | | 750 | | 15-May-24 | | Bullet | | 750 | | 899 | | — |
6.000% Senior Notes | | USD | | 440 | | 30-Jun-21 | | Bullet | | 440 | | 440 | | — |
Global Asset Based Loan Facility | | USD | | 813 | | 07-Dec-22 | | Revolving | | — | | — | | 813 |
Finance lease obligations | | GBP/EUR | | — | | | | Amortizing | | — | | 8 | | — |
Other borrowings / credit lines | | EUR | | 4 | | | | Amortizing | | — | | 4 | | 1 |
Total borrowings / undrawn facilities | | | | | | | | | | | | 10,163 | | 814 |
Deferred debt issue costs and bond premiums | | | | | | | | | | | | (87) | | — |
Net borrowings / undrawn facilities | | | | | | | | | | | | 10,076 | | 814 |
Cash and cash equivalents | | | | | | | | | | | | (823) | | 823 |
Derivative financial instruments used to hedge foreign currency and interest rate risk | | | | | | | | | | | | 301 | | — |
Net debt / available liquidity | | | | | | | | | | | | 9,554 | | 1,637 |
The following table summarizes the Group’s movement in net debt:
| | | | |
| | 2018 | | 2017 |
| | $'m | | $'m |
Net decrease/(increase) in cash and cash equivalents per consolidated statement of cash flows | | 258 | | (5) |
(Decrease)/increase in net borrowings and derivative financial instruments | | (659) | | 276 |
(Decrease)/increase in net debt | | (401) | | 271 |
Net debt at January 1, | | 9,554 | | 9,283 |
Net debt at December 31, | | 9,153 | | 9,554 |
The decrease in net borrowings and derivative financial instruments includes proceeds from borrowings of $0.1 billion (2017: $3.7 billion), repayments of borrowings of $0.4 billion (2017: $4.4 billion), a fair value gain on derivative financial instruments used to hedge foreign currency and interest rate risk of $0.2 billion (2017: loss of $0.4 billion) which offsets foreign exchange loss on borrowings of $0.3 billion (2017: gain of $0.5 billion), resulting in a net foreign exchange loss on borrowings impacting net debt by approximately $0.5 billion (2017: gain of $0.9 billion).
The maturity profile of the Group’s borrowings is as follows:
| | | | |
| | At December 31, |
| | 2018 | | 2017 |
| | $'m | | $'m |
Within one year or on demand | | 118 | | 2 |
Between one and two years | | 4 | | 1 |
Between two and five years | | 3,939 | | 1,154 |
Greater than five years | | 5,544 | | 8,919 |
| | 9,605 | | 10,076 |
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, 2018 | | $'m | | $'m | | $'m |
Within one year or on demand | | 660 | | 38 | | 1,984 |
Between one and two years | | 548 | | 2 | | — |
Between two and five years | | 5,492 | | 105 | | — |
Greater than five years | | 5,845 | | — | | — |
| | | | | | |
| | | | Derivative | | Trade and |
| | | | financial | | other |
| | Borrowings | | instruments | | payables |
At December 31, 2017 | | $'m | | $'m | | $'m |
Within one year or on demand | | 578 | | 2 | | 1,991 |
Between one and two years | | 578 | | 84 | | — |
Between two and five years | | 2,846 | | 66 | | — |
Greater than five years | | 9,748 | | 151 | | — |
The carrying amount and fair value of the Group’s borrowings are as follows:
| | | | | | | | |
| | Carrying value | | |
| | | | Deferred debt | | | | |
| | Amount | | issue costs and | | | | |
| | drawn | | bond premium | | Total | | Fair value |
At December 31, 2018 | | $'m | | $'m | | $'m | | $'m |
Loan notes | | 9,521 | | (57) | | 9,464 | | 9,176 |
Global Asset Based Loan Facility and other borrowings | | 115 | | (10) | | 105 | | 115 |
Finance leases | | 36 | | — | | 36 | | 36 |
| | 9,672 | | (67) | | 9,605 | | 9,327 |
| | | | | | | | |
| | Carrying value | | |
| | | | Deferred debt | | | | |
| | Amount | | issue costs and | | | | |
| | drawn | | bond discount | | Total | | Fair value |
At December 31, 2017 | | $'m | | $'m | | $'m | | $'m |
Loan notes | | 10,151 | | (87) | | 10,064 | | 10,686 |
Global Asset Based Loan Facility and other borrowings | | 4 | | — | | 4 | | 4 |
Finance leases | | 8 | | — | | 8 | | 8 |
| | 10,163 | | (87) | | 10,076 | | 10,698 |
Financing activity
2018 – Ardagh Group
On July 31, 2018, the Group redeemed in full its $440 million 6.000% Senior Notes due 2021 and paid applicable redemption premium and accrued interest in accordance with their terms. The redemption was funded by a combination of cash on hand and available liquidity, drawing from the Group’s Global Asset Based Loan Facility.
As at December 31, 2018, the Ardagh Group had $639 million available under the Global Asset Based Loan Facility.
2017 – Ardagh Group
On January 30, 2017, the Ardagh Group issued $1,000 million 6.000% Senior Notes due 2025. The proceeds, together with certain cash, were used to partially redeem, on the same day, $845 million First Priority Senior Secured Floating Rate Notes due 2019, to redeem in full on March 2, 2017, $415 million 6.250% Senior Notes due 2019 and to pay applicable redemption premiums and accrued interest.
On March 8, 2017, the Ardagh Group issued €750 million 2.750% Senior Secured Notes due 2024, $715 million 4.250% Senior Secured Notes due 2022 and $700 million 6.000% Senior Notes due 2025. On March 9, 2017, using the proceeds from the notes issued on March 8, 2017, the Ardagh Group redeemed €750 million 4.250% First Priority Senior Secured Notes due 2022, redeemed in full the $265 million First Priority Senior Secured Floating Rate Notes due 2019 and repaid in full the $663 million Term Loan B Facility, together with applicable redemption premiums and accrued interest.
On March 21, 2017, the Ardagh Group S.A. replaced its wholly-owned subsidiary, Ardagh Packaging Holdings Limited as the parent guarantor of the then outstanding notes issued by Ardagh Holdings USA Inc. and Ardagh Packaging Finance plc.
On April 10, 2017, using the proceeds of the notes issued on March 8, 2017, the Ardagh Group redeemed in full $415 million 6.750% Senior Notes due 2021 and paid applicable redemption premiums and accrued interest.
On June 12, 2017, the Ardagh Group issued £400 million 4.750% Senior Notes due 2027. The proceeds, together with certain cash, were used to redeem, on June 12, 2017, the Ardagh Group’s $500 million Senior Secured Floating Rate Notes due 2021, and to pay applicable redemption premiums and accrued interest.
On August 1, 2017, the Ardagh Group redeemed in full the 4.250% First Priority Senior Secured Notes due 2022, together with applicable redemption premiums and accrued interest.
On December 7, 2017, the Ardagh Group closed a committed five year $850 million Global Asset Based Loan facility. This facility, secured by trade receivables and inventories, replaced the HSBC Securitization Program and the Bank of America Facility. It provides funding for working capital and general corporate purposes. On December 31, 2017, the Ardagh Group had $813 million available under this facility.
Effective interest rates
The effective interest rates of borrowings at the reporting date are as follows:
| | | | | | | | | | | | | | |
| | 2018 | | | 2017 | |
| | USD | | EUR | | GBP | | | USD | | EUR | | GBP | |
7.125% / 7.875% Senior Secured Toggle Notes | | 7.49 | % | — | | — | | | 7.49 | % | — | | — | |
6.625% / 7.375% Senior Secured Toggle Notes | | — | | 7.03 | % | — | | | — | | 7.03 | % | — | |
2.750% Senior Secured Notes due 2024 | | — | | 2.92 | % | — | | | — | | 2.92 | % | — | |
4.625% Senior Secured Notes due 2023 | | 5.16 | % | — | | — | | | 5.16 | % | — | | — | |
4.125% Senior Secured Notes due 2023 | | — | | 4.63 | % | — | | | — | | 4.63 | % | — | |
4.250% Senior Secured Notes due 2022 | | 4.51 | % | — | | — | | | 4.51 | % | — | | — | |
4.750% Senior Notes due 2027 | | — | | — | | 4.99 | % | | — | | — | | 4.99 | % |
6.000% Senior Notes due 2025 | | 6.14 | % | — | | — | | | 6.14 | % | — | | — | |
7.250% Senior Notes due 2024 | | 7.72 | % | — | | — | | | 7.72 | % | — | | — | |
6.750% Senior Notes due 2024 | | — | | 7.00 | % | — | | | — | | 7.00 | % | — | |
6.000% Senior Notes due 2021 | | — | | — | | — | | | 6.38 | % | — | | — | |
Finance Lease Obligation | | 6.45 | % | — | | — | | | — | | — | | — | |
The carrying amounts of the Group’s net borrowings are denominated in the following currencies:
| | | | |
| | At December 31, |
| | 2018 | | 2017 |
| | $'m | | $'m |
Euro | | 3,182 | | 3,322 |
U.S. dollar | | 5,914 | | 6,216 |
British pound | | 509 | | 538 |
| | 9,605 | | 10,076 |
The Group has the following undrawn borrowing facilities:
| | | | |
| | At December 31, |
| | 2018 | | 2017 |
| | $'m | | $'m |
Expiring within one year | | 1 | | 1 |
Expiring beyond one year | | 639 | | 813 |
| | 640 | | 814 |
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments:
Level 1Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
Level 3Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
There were no transfers between Level 1 and Level 2 during the year.
Fair values are calculated as follows:
| (i) | | Senior secured and senior notes - The fair value of debt securities in issue is based on quoted market prices and represent Level 1 inputs. |
| (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. |
| (iii) | | Finance leases - The carrying amount of finance leases is assumed to be a reasonable approximation of fair value. |
| (iv) | | CCIRS - The fair values of the CCIRS are derived using Level 2 valuation inputs. |
| (v) | | 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 | | 9 | | 79 | | 22 | | 262 |
Cross currency interest rate swaps | | 9 | | 282 | | 122 | | 2,219 |
Forward foreign exchange contracts | | 2 | | 385 | | 1 | | 98 |
NYMEX gas swaps | | — | | 7 | | — | | 8 |
At December 31, 2018 | | 20 | | 753 | | 145 | | 2,587 |
| | | | | | | | |
| | Assets | | Liabilities |
| | | | Contractual | | | | Contractual |
| | | | or notional | | | | or notional |
| | Fair values | | amounts | | Fair values | | amounts |
| | $'m | | $'m | | $'m | | $'m |
Fair Value Derivatives | | | | | | | | |
Metal forward contracts | | 17 | | 197 | | — | | — |
Cross currency interest rate swap | | — | | — | | 301 | | 3,107 |
Forward foreign exchange contracts | | 4 | | 179 | | 1 | | 52 |
NYMEX gas swaps | | — | | — | | 1 | | 20 |
Carbon futures | | 2 | | 10 | | — | | — |
At December 31, 2017 | | 23 | | 386 | | 303 | | 3,179 |
Derivative instruments with a fair value of $11 million (2017: $7 million) are classified as non-current assets and $9 million (2017 $16 million) as current assets in the consolidated statement of financial position at December 31, 2018. Derivative instruments with a fair value of $107 million (2017: $301 million) are classified as non-current liabilities and $38 million (2017: $2 million) as current liabilities in the consolidated statement of financial position at December 31, 2018.
The majority of derivative assets and liabilities mature within one year, with the exception of certain of the Group’s CCIRS which mature at dates between May 2022 and February 2023 and certain metal forward contracts which mature at dates between January 2020 and October 2021.
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 Ardagh Group mitigates the counterparty risk for derivatives by contracting with major financial institutions which have high credit ratings.
Cross currency interest rate swaps
2018
The Ardagh Group hedges certain portions of its external borrowings and interest payable thereon using CCIRS, with a net liability at December 31, 2018 of $113 million (December 31, 2017: $301 million).
On July 11, 2018, the Ardagh Group terminated its $440 million U.S. dollar to euro CCIRS, due for maturity in 2019. The Ardagh Group paid net consideration of $44 million on termination and recognized a related exceptional loss of $6 million (Note 4).
2017
The Ardagh Group hedged certain of its external borrowings and interest payable thereon using CCIRS, with a net liability at December 31, 2017 of $251 million (December 31, 2016: net asset of $124 million). In the year ended December 31, 2017 the Ardagh Group executed a number of CCIRS to swap (i) the U.S. dollar principal and interest repayments on $1,250 million of its U.S. dollar-denominated borrowings into euro, and (ii) the euro principal and interest repayments on $332 million of its euro denominated borrowings into British pounds.
In June 2017, as a result of the issuance of the £400 million 4.750% Senior Notes due 2027, the Ardagh Group terminated $500 million of its existing U.S. dollar to British pound CCIRS, due for maturity in 2022. The Ardagh Group received net proceeds of $46 million in consideration and recognized an exceptional loss of $15 million on the termination (see Note 4).
Net investment hedge in foreign operations
The Ardagh 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 Ardagh 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 $nil (2017: $nil; 2016: $nil).
Metal forward contracts
The Ardagh 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 Ardagh 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.
18. Employee benefit obligations
The Ardagh Group operates defined benefit or defined contribution pension schemes in most of its countries of operation and the assets are held in separately administered funds. The principal funded defined benefit schemes, which are funded by contributions to separately administered funds, are in the U.S. and the United Kingdom.
Other defined benefit schemes are unfunded and the provision is recognized in the consolidated statement of financial position. The principal unfunded schemes are in Germany.
The contribution rates to the funded plans are agreed with the Trustee boards, plan actuaries and the local pension regulators periodically. The contributions paid in 2018 were those recommended by the actuaries.
In addition, the Ardagh Group has other employee benefit obligations in certain territories.
Total employee obligations recognized in the consolidated statement of financial position of $957 million (2017: $997 million) includes other employee benefit obligations of $127 million (2017: $132 million).
The employee obligations and assets of the defined benefit schemes included in the consolidated statement of financial position are analyzed below:
| | | | | | | | | | | | | | | | | | | | |
| | U.S. | | Germany | | UK | | Other | | Total |
| | 2018 | | 2017 | | 2018 | | 2017 | | 2018 | | 2017 | | 2018 | | 2017 | | 2018 | | 2017 |
| | $'m | | $'m | | $'m | | $'m | | $'m | | $'m | | $'m | | $'m | | $'m | | $'m |
Obligations | | (1,217) | | (1,313) | | (386) | | (405) | | (862) | | (1,000) | | (38) | | (44) | | (2,503) | | (2,762) |
Assets | | 1,040 | | 1,179 | | — | | — | | 624 | | 706 | | 9 | | 12 | | 1,673 | | 1,897 |
Net obligations | | (177) | | (134) | | (386) | | (405) | | (238) | | (294) | | (29) | | (32) | | (830) | | (865) |
Defined benefit pension schemes
The amounts recognized in the consolidated income statement are:
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
Current service cost and administration costs: | | | | | | |
Cost of sales ‑ current service cost (Note 7) | | (42) | | (43) | | (40) |
Cost of sales ‑ past service credit (Note 7) | | 3 | | 8 | | 32 |
SGA ‑ current service cost (Note 7) | | (4) | | (3) | | (6) |
SGA ‑ past service credit (Note 7) | | — | | 2 | | 11 |
| | (43) | | (36) | | (3) |
Finance expense (Note 5) | | (21) | | (24) | | (28) |
| | (64) | | (60) | | (31) |
The amounts recognized in the consolidated statement of comprehensive income are:
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
Re-measurement of defined benefit obligation: | | | | | | |
Actuarial gain/(loss) arising from changes in demographic assumptions | | 19 | | (6) | | 26 |
Actuarial gain/(loss) arising from changes in financial assumptions | | 119 | | (104) | | (280) |
Actuarial gain/(loss) arising from changes in experience | | 19 | | 2 | | (11) |
| | 157 | | (108) | | (265) |
Re-measurement of plan assets: | | | | | | |
Actual (loss)/return less expected return on plan assets | | (151) | | 158 | | 122 |
Actuarial gain/(loss) for the year on defined benefit pension schemes | | 6 | | 50 | | (143) |
Actuarial gain/(loss) on other long term and end of service employee benefits | | 5 | | (1) | | 4 |
| | 11 | | 49 | | (139) |
The actual return on plan assets was a loss of $96 million in 2018 (2017: $228 million gain; 2016: $206 million gain).
Movement in the defined benefit obligations and assets:
| | | | | | | | |
| | At December 31, |
| | Obligations | Assets |
| | 2018 | | 2017 | | 2018 | | 2017 |
| | $'m | | $'m | | $'m | | $'m |
At January 1, | | (2,762) | | (3,101) | | 1,897 | | 2,276 |
Interest income | | — | | — | | 55 | | 71 |
Current service cost | | (40) | | (46) | | — | | — |
Past service credit | | 3 | | 10 | | — | | — |
Interest cost | | (72) | | (92) | | — | | — |
Administration expenses paid from plan assets | | — | | — | | (1) | | (2) |
Re-measurements | | 157 | | (108) | | (151) | | 157 |
Obligations/(assets) extinguished on reclassification | | — | | 602 | | — | | (602) |
Employer contributions | | — | | — | | 52 | | 51 |
Employee contributions | | — | | (2) | | — | | 2 |
Benefits paid | | 140 | | 163 | | (140) | | (163) |
Exchange | | 71 | | (188) | | (39) | | 107 |
At December 31, | | (2,503) | | (2,762) | | 1,673 | | 1,897 |
The defined benefit obligations above include $403 million (2017: $455 million) of unfunded obligations. Employer contributions above include no contributions under schemes extinguished during the year (2017: $7 million).
Interest income and interest cost above does not include interest cost of $4 million (2017: $3 million; 2016: $3 million) relating to other employee benefit obligations. Current service costs above does not include current service costs of $6 million (2017: $4 million) relating to other employee benefit obligations.
During the year ended December 31, 2018 (2017: $10 million), the Group elected to re-design one of its pension schemes in Germany, moving from a defined benefit pension scheme to a contribution orientated system. This amendment resulted in the recognition of a past service gain of $12 million (2017: $nil) in the year within cost of sales. The past service gain was partly offset by a past service cost of $8 million (2017: $nil) following a high court judgement in the UK in October 2018 guaranteeing gender equality in UK pension schemes for accrued benefits (“GMP Equalization”) and a further $1 million past service cost arising from amendments to the defined benefit pension scheme in Metal Beverage UK during the year. The GMP equalization past service cost has been recognized as exceptional within the income statement for the year ended December 31, 2018.
During the year ended December 31, 2017 a defined benefit pension scheme in the Netherlands was transferred to a multi-employer scheme. Prior to the date of transfer, a past service credit of $10 million was recognized such that, on the date of transfer, the defined benefit obligation and asset were both $602 million (December 31, 2016: $552 million and $541 million respectively). The Ardagh Group has taken the exemption under IAS 19 (R) to account for multi-employer schemes as defined contribution schemes. As a result, the scheme is no longer accounted for as a defined benefit scheme at December 31, 2017.
Plan assets comprise:
| | | | | | | | |
| | At December 31, |
| | 2018 | | 2018 | | 2017 | | 2017 |
| | $'m | | % | | $'m | | % |
Equities | | 1,039 | | 62 | | 1,177 | | 62 |
Target return funds | | 267 | | 16 | | 297 | | 16 |
Bonds | | 184 | | 11 | | 249 | | 13 |
Cash/other | | 183 | | 11 | | 174 | | 9 |
| | 1,673 | | 100 | | 1,897 | | 100 |
The pension assets do not include any of the Company’s ordinary shares, other securities or other Ardagh Group assets.
Investment strategy
The choice of investments takes account of the expected maturity of the future benefit payments. The plans invest in diversified portfolios consisting of an array of asset classes that attempt to maximize returns while minimizing volatility. The asset classes include national and international equities, fixed income government and non‑government securities and real estate, as well as cash.
Characteristics and associated risks
Glass Packaging North America and Metal Packaging Americas each sponsor a defined benefit pension plan which is subject to Federal law (“ERISA”), reflecting regulations issued by the Internal Revenue Service (“IRS”) and the Department of Labor.
The Glass Packaging North America plan covers both hourly and salaried employees. The plan benefits are determined using a formula which reflects an employee’s years of service and either their final average salary or a dollar per month benefit level. The plan is governed by a Fiduciary Benefits Committee (“the Committee”) which is appointed by the Company and contains only employees of Ardagh Group. The Committee is responsible for the investment of the plan’s assets, which are held in a trust for the benefit of employees, retirees and their beneficiaries, and which can only be used to pay plan benefits and expenses.
The defined benefit pension plan is subject to IRS funding requirements, with actuaries calculating the minimum and maximum allowable contributions each year. The defined benefit pension plan currently has no cash contribution requirement due to the existence of a credit balance following a contribution of approximately $200 million in 2014 in connection with the VNA Acquisition. The Pension Benefit Guaranty Corporation (“PBGC”) protects the pension benefits of employees and retirees when a plan sponsor becomes insolvent and can no longer meet its obligation. All plan sponsors pay annual PBGC premiums that have two components: a fixed rate based on participant count and a variable rate which is determined based on the amount by which the plan is underfunded.
The Metal Packaging Americas plan covers hourly employees only. Plan benefits are determined using a formula which reflects the employees’ years of service and is based on a final average pay formula.
The UK pension plans are trust‑based UK funded final salary defined benefit schemes providing pensions and lump sum benefits to members and dependents. There are two pension plans in place relating to Metal Packaging Europe, one of which relates to the Beverage Can Business. One of the pension plans in the Metal Packaging Europe division has been closed to future accrual from July 1, 2014. For this plan, pensions are calculated based on service to the point of closure, but with members’ benefits retaining a final salary link while employed by the Company. The other Metal Packaging Europe pension plan, relating to the Beverage Can Business, is closed to new entrants and was closed to future accrual effective December 31, 2018. For this plan, pensions are calculated based on service to retirement with members’ benefits based on final career earnings. There are two pension plans in place in Glass Packaging Europe. The pension plans relating to Glass Packaging Europe have been closed to future accrual from March 31, 2013 and September 30, 2015 respectively.
The UK pension plans are each governed by a board of trustees, which includes members who are independent of the Company. The trustees are responsible for managing the operation, funding and investment strategy. The UK pension plans are subject to the UK regulatory framework, the requirements of the Pensions Regulator and are subject to a statutory funding objective.
The Ardagh Group operates a number of defined benefit pension schemes in Germany. The pension plans in Germany operate under the framework of German Company Pension Law (BetrAVG) and general regulations based on German Labor Law. The entitlements of the plan members depend on years of service and final salary. Furthermore, the plans provide lifelong pensions. No separate assets are held in trust, i.e. the plans are unfunded defined benefit plans. During the year ended December 31, 2018, the Group elected to re-design one of its pension schemes in Germany, moving to a contribution orientated system.
Assumptions and sensitivities
The principal pension assumptions used in the preparation of the financial statements take account of the different economic circumstances in the countries of operations and the different characteristics of the respective plans, including the duration of the obligations.
The ranges of the principal assumptions applied in estimating defined benefit obligations were:
| | | | | | | | | | | | |
| | U.S. | | Germany | | UK |
| | 2018 | | 2017 | | 2018 | | 2017 | | 2018 | | 2017 |
| | % | | % | | % | | % | | % | | % |
Rates of inflation | | 2.50 | | 2.50 | | 1.50 | | 1.50 | | 3.15 | | 3.10 |
Rates of increase in salaries | | 1.50 - 3.00 | | 2.00 - 3.00 | | 2.50 | | 2.50 | | 2.15 | | 2.60 |
Discount rates | | 4.50 | | 3.80 | | 1.88 - 2.25 | | 1.68 - 2.24 | | 2.90 - 2.95 | | 2.70 |
Assumptions regarding future mortality experience are based on actuarial advice in accordance with published statistics and experience.
These assumptions translate into the following average life expectancy in years for a pensioner retiring at age 65. The mortality assumptions for the countries with the most significant defined benefit plans are set out below:
| | | | | | | | | | | | |
| | U.S. | | Germany | | UK |
| | 2018 | | 2017 | | 2018 | | 2017 | | 2018 | | 2017 |
| | Years | | Years | | Years | | Years | | Years | | Years |
Life expectancy, current pensioners | | 22 | | 22 | | 22 | | 21 | | 20 | | 21 |
Life expectancy, future pensioners | | 23 | | 23 | | 24 | | 24 | | 21 | | 22 |
If the discount rate were to decrease by 50 basis points from management estimates, the carrying amount of the pension obligations would increase by an estimated $193 million (2017: $216 million). If the discount rate were to increase by 50 basis points, the carrying amount of the pension obligations would decrease by an estimated $173 million (2017: $230 million).
If the inflation rate were to decrease by 50 basis points from management estimates, the carrying amount of the pension obligations would decrease by an estimated $85 million (2017: $96 million). If the inflation rate were to increase by 50 basis points, the carrying amount of the pension obligations would increase by an estimated $94 million (2017: $91 million).
If the salary increase rate were to decrease by 50 basis points from management estimates, the carrying amount of the pension obligations would decrease by an estimated $90 million (2017: $103 million). If the salary increase rate were to increase by 50 basis points, the carrying amount of the pension obligations would increase by an estimated $99 million (2017: $97 million).
The impact of increasing the life expectancy by one year would result in an increase in the Ardagh Group’s liability of $66 million at December 31, 2018 (2017: $55 million), holding all other assumptions constant.
The Ardagh Group’s best estimate of contributions expected to be paid to defined benefit plans in 2019 is $28 million (2018: $36 million).
The principal defined benefit schemes are described briefly below:
| | | | | | | | | | | | |
| | Metal Packaging | | Glass Packaging |
| | Europe | | Europe | | North | | Europe | | Europe | | North |
| | UK | | Germany | | America | | UK | | Germany | | America |
Nature of the schemes | | Funded | | Unfunded | | Funded | | Funded | | Unfunded | | Funded |
2018 | | | | | | | | | | �� | | |
Active members | | 467 | | 1,553 | | 925 | | — | | 1,027 | | 4,193 |
Deferred members | | 886 | | 651 | | 142 | | 1,240 | | 747 | | 2,589 |
Pensioners including dependents | | 763 | | 1,101 | | 172 | | 815 | | 775 | | 6,455 |
Weighted average duration (years) | | 18 | | 18 | | 16 | | 20 | | 18 | | 12 |
2017 | | | | | | | | | | | | |
Active members | | 467 | | 1,694 | | 943 | | — | | 1,011 | | 4,137 |
Deferred members | | 954 | | 706 | | 139 | | 1,527 | | 759 | | 2,697 |
Pensioners including dependents | | 756 | | 1,081 | | 150 | | 744 | | 762 | | 6,379 |
Weighted average duration (years) | | 21 | | 17 | | 17 | | 23 | | 18 | | 13 |
The expected total benefit payments over the next five years are:
| | | | | | | | | | | | |
| | | | | | | | | | | | Subsequent |
| | 2019 | | 2020 | | 2021 | | 2022 | | 2023 | | five years |
| | $'m | | $'m | | $'m | | $'m | | $'m | | $'m |
Benefits | | 115 | | 112 | | 114 | | 117 | | 121 | | 640 |
The Ardagh Group also has defined contribution plans; the contribution expense associated with these plans for 2018 was $44 million (2017: $35 million; 2016: $34 million). The Ardagh Group’s best estimate of the contributions expected to be paid to these plans in 2019 is $41 million (2018: $36 million).
Other employee benefits
| | | | |
| | At December 31, |
| | 2018 | | 2017 |
| | $'m | | $'m |
End of service employee benefits | | 25 | | 25 |
Long term employee benefits | | 102 | | 107 |
| | 127 | | 132 |
End of service employee benefits principally comprise amounts due to be paid to employees leaving the Ardagh Group’s service in France and Italy.
Long term employee benefit obligations comprise amounts due to be paid under post‑retirement medical schemes in Glass Packaging North America and Metal Packaging Beverage Americas, partial retirement contracts in Germany and other obligations to pay benefits primarily related to long service awards.
19. Provisions
| | | | |
| | At December 31, |
| | 2018 | | 2017 |
| | $'m | | $'m |
Current | | 88 | | 70 |
Non-current | | 38 | | 44 |
| | 126 | | 114 |
| | | | | | |
| | | | Other | | Total |
| | Restructuring | | provisions | | provisions |
| | $'m | | $'m | | $'m |
At January 1, 2017 | | 23 | | 110 | | 133 |
Provided | | 12 | | 26 | | 38 |
Released | | (2) | | (31) | | (33) |
Paid | | (10) | | (21) | | (31) |
Exchange | | 2 | | 5 | | 7 |
At December 31, 2017 | | 25 | | 89 | | 114 |
Provided | | 39 | | 108 | | 147 |
Released | | (17) | | (24) | | (41) |
Paid | | (26) | | (67) | | (93) |
Exchange | | (1) | | — | | (1) |
At December 31, 2018 | | 20 | | 106 | | 126 |
The restructuring provision relates to redundancy and other restructuring costs. Other provisions relate to probable environmental claims, customer quality claims, onerous leases and specifically in Glass Packaging North America, workers’ compensation provisions.
The provisions classified as current are expected to be paid in the next twelve months. The majority of the restructuring provision is expected to be paid in 2019. The remaining balance represents longer term provisions for which the timing of the related payments is subject to uncertainty.
20. Trade and other payables
| | | | |
| | At December 31, |
| | 2018 | | 2017 |
| | $'m | | $'m |
Trade payables | | 1,517 | | 1,469 |
Other payables and accruals | | 340 | | 438 |
Other tax and social security payable | | 111 | | 49 |
Payables and accruals for exceptional items | | 16 | | 35 |
| | 1,984 | | 1,991 |
The fair values of trade and other payables approximate the amounts shown above.
Other payables and accruals mainly comprise accruals for operating expenses, deferred income and value added tax payable.
21. Cash generated from operating activities
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
(Loss)/profit for the year | | (263) | | 41 | | (172) |
Income tax charge/(credit) (Note 6) | | 44 | | (40) | | 66 |
Net finance expense (Note 5) | | 654 | | 671 | | 681 |
Depreciation and amortization (Notes 8, 9) | | 714 | | 687 | | 561 |
Exceptional operating items (Note 4) | | 329 | | 149 | | 145 |
Movement in working capital | | 24 | | 99 | | 131 |
Transaction-related, IPO, start-up and other exceptional costs paid | | (94) | | (74) | | (176) |
Exceptional restructuring paid | | (32) | | (10) | | (11) |
Cash generated from operations | | 1,376 | | 1,523 | | 1,225 |
22. Business combinations and disposals
On April 22, 2016 the Ardagh Group entered into an agreement with Ball Corporation and Rexam PLC to acquire certain of their beverage can manufacturing assets. The acquisition was completed on June 30, 2016.
The acquired business comprised ten beverage can manufacturing plants and two end plants in Europe, seven beverage can manufacturing plants and one end plant in the United States, two beverage can manufacturing plants in Brazil and certain innovation and support functions in Germany, the UK, Switzerland and the United States. The acquired business has annual revenue of approximately $3.0 billion.
This was a strategically important acquisition which was highly complementary to the Ardagh Group's existing metal and glass packaging businesses.
The following table summarizes the consideration paid for this acquisition and the fair value of assets acquired and liabilities assumed.
| | |
| | $'m |
Cash and cash equivalents | | 11 |
Property, plant and equipment | | 702 |
Intangible assets | | 1,431 |
Inventories | | 294 |
Trade and other receivables | | 367 |
Trade and other payables | | (484) |
Net deferred tax liability | | (162) |
Employee benefit obligations | | (129) |
Provisions | | (42) |
Total identifiable net assets | | 1,988 |
Goodwill | | 1,004 |
Total consideration | | 2,992 |
The allocations above are based on the fair values at the acquisition date. The purchase price allocation was completed on June 30, 2017.
Goodwill arising from the acquisition reflects the anticipated synergies from integrating the acquired business into the Group and the skills and the technical talent of the acquired workforce.
Goodwill of $298 million which relates to the North American Beverage Can Business is deductible for tax purposes.
23. Related party information
| (i) | | Interests of Paul Coulson |
As of February 20, 2019, the approval date of these financial statements, a company owned by Paul Coulson owns approximately 25% of the issued share capital of ARD Holdings S.A., the ultimate parent company of ARD Finance S.A.. Through its non-controlling interest in a number of companies in the Yeoman group of companies, this company has an interest in a further approximate 34% of the issued share capital of ARD Holdings S.A..
At December 31, 2018, Yeoman Capital S.A. owned approximately 34% of the ordinary shares of ARD Holdings S.A. During 2017, the Group incurred costs of $nil (2017: $nil; 2016: $nil) for fees charged by the Yeoman group of companies. The amount outstanding at year end was $nil (2017: $nil; 2016: $nil).
| (iii) | | Common directorships |
Four of the ARD Finance S.A. directors (Paul Coulson, Wolfgang Baertz, Brendan Dowling, and Herman Troskie) also serve as directors in the Yeoman group of companies. All of the existing directors of ARD Finance S.A. are members of the board of directors of ARD Holdings S.A..
At December 31, 2018, the Ardagh Group’s investment in joint ventures is $9 million (2017: $10 million). Transactions and balances outstanding with joint ventures are not material for the year ended and as at December 31, 2018 (2017 and 2016: not material).
| (v) | | Key management compensation |
Key management are those persons who have the authority and responsibility for planning, directing and controlling the activities of the Group. Key management is comprised of the members who served on the board of directors of Ardagh Group S.A. and the Ardagh Group’s executive leadership team during the reporting period. The amount outstanding at year end was $1 million (2017: $7 million, 2016: $4 million).
| | | | | | |
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
Salaries and other short term employee benefits | | 10 | | 12 | | 12 |
Post-employment benefits | | 1 | | 1 | | 1 |
| | 11 | | 13 | | 13 |
Transaction related and other compensation | | — | | 7 | | 29 |
| | 11 | | 20 | | 42 |
The Ardagh Group’s pension schemes are related parties. For details of all transactions during the year, please read Note 18.
| (vii) | | Senior Secured Toggle Notes due 2023 |
Certain Directors of the Company acquired and hold the Toggle Notes, as issued by the Company in September 2016. There have been no materially significant transactions by the Directors relating to the Toggle Notes in the year ended December 31, 2018.
(viii) Subsidiaries
The following table provides information relating to the Ardagh Group’s principal operating subsidiaries, all of which are wholly owned, at December 31, 2018.
Company | | Country of incorporation | | Activity |
Ardagh Metal Beverage Manufacturing Austria GmbH | | Austria | | Metal Packaging |
Ardagh Metal Beverage Trading Austria GmbH | | Austria | | Metal Packaging |
Latas Indústria de Embalagens de Alumínio do Brasil Ltda | | Brazil | | Metal Packaging |
Ardagh Indústria de Embalagens Metálicas do Brasil Ltda * | | Brazil | | Metal Packaging |
Ardagh Metal Packaging Czech Republic s.r.o. | | Czech Republic | | Metal Packaging |
Ardagh Glass Holmegaard A/S | | Denmark | | Glass Packaging |
Ardagh Aluminium Packaging France SAS | | France | | Metal Packaging |
Ardagh MP West France SAS | | France | | Metal Packaging |
Ardagh Metal Packaging France SAS | | France | | Metal Packaging |
Ardagh Metal Beverage Trading France SAS | | France | | Metal Packaging |
Ardagh Metal Beverage France SAS | | France | | Metal Packaging |
Ardagh Glass GmbH | | Germany | | Glass Packaging |
Heye International GmbH | | Germany | | Glass Engineering |
Ardagh Metal Packaging Germany GmbH | | Germany | | Metal Packaging |
Ardagh Germany MP GmbH | | Germany | | Metal Packaging |
Ardagh Metal Beverage Trading Germany GmbH | | Germany | | Metal Packaging |
Ardagh Metal Beverage Germany GmbH | | Germany | | Metal Packaging |
Ardagh Glass Sales Limited | | Ireland | | Glass Packaging |
Ardagh Packaging Holdings Limited | | Ireland | | Glass and Metal Packaging |
Ardagh Glass Italy S.r.l. (formerly Ardagh Group Italy S.r.l.)* | | Italy | | Glass Packaging |
Ardagh Metal Packaging Italy S.r.l.* | | Italy | | Metal Packaging |
Ardagh Aluminium Packaging Netherlands B.V. | | Netherlands | | Metal Packaging |
Ardagh Glass Dongen B.V. | | Netherlands | | Glass Packaging |
Ardagh Glass Moerdijk B.V. | | Netherlands | | Glass Packaging |
Ardagh Metal Packaging Netherlands B.V. | | Netherlands | | Metal Packaging |
Ardagh Metal Beverage Trading Netherlands B.V. | | Netherlands | | Metal Packaging |
Ardagh Metal Beverage Netherlands B.V. | | Netherlands | | Metal Packaging |
Ardagh Glass S.A. | | Poland | | Glass Packaging |
Ardagh Metal Packaging Poland Sp. z o.o. | | Poland | | Metal Packaging |
Ardagh Metal Beverage Trading Poland Sp. z o.o. | | Poland | | Metal Packaging |
Ardagh Metal Beverage Poland Sp. z o.o. | | Poland | | Metal Packaging |
Ardagh Metal Beverage Trading Spain SL | | Spain | | Metal Packaging |
Ardagh Metal Beverage Spain SL | | Spain | | Metal Packaging |
Ardagh Metal Packaging Iberica S.A. | | Spain | | Metal Packaging |
Ardagh Glass Limmared AB | | Sweden | | Glass Packaging |
Ardagh Metal Beverage Europe GmbH | | Switzerland | | Metal Packaging |
Ardagh Glass Limited | | United Kingdom | | Glass Packaging |
Ardagh Metal Beverage Trading UK Limited | | United Kingdom | | Metal Packaging |
Ardagh Metal Beverage UK Limited | | United Kingdom | | Metal Packaging |
Ardagh Metal Packaging UK Limited | | United Kingdom | | Metal Packaging |
Ardagh Metal Packaging USA Inc. | | United States | | Metal Packaging |
Ardagh Glass Inc. | | United States | | Glass Packaging |
Ardagh Metal Beverage USA Inc. | | United States | | Metal Packaging |
* Newly incorporated subsidiaries or name change effected in year ended December 31, 2018
24. Contingencies
Environmental issues
The Ardagh Group is regulated under various national and local environmental, occupational health and safety and other governmental laws and regulations relating to:
| · | | the operation of installations for manufacturing of metal packaging and surface treatment using solvents; |
| · | | the operation of installations for manufacturing of container glass; |
| · | | the generation, storage, handling, use and transportation of hazardous materials; |
| · | | the emission of substances and physical agents into the environment; |
| · | | the discharge of waste water and disposal of waste; |
| · | | the remediation of contamination; |
| · | | the design, characteristics, collection and recycling of its packaging products; and |
| · | | the manufacturing, sale and servicing of machinery and equipment for the container glass and metal packaging industry. |
The Ardagh Group believes, based on current information that it is in substantial compliance with applicable environmental laws and regulations and permit requirements. It does not believe it will be required, under existing or anticipated future environmental laws and regulations, to expend amounts, over and above the amounts accrued, which will have a material effect on its business, financial condition or results of operations or cash flows. In addition, no material proceedings against the Ardagh Group arising under environmental laws are pending.
Legal matters
In 2015, the German competition authority (the Federal Cartel Office) initiated an investigation of the practices in Germany of metal packaging manufacturers, including Ardagh. In 2018, the European Commission took over this investigation and the German investigation is as a result at an end. The European Commission’s investigation is ongoing, and there is at this stage no certainty as to the extent of any charge which may arise. Accordingly, no provision has been recognized.
On April 21, 2017, a jury in the United States awarded $50 million in damages against the Ardagh Group’s U.S. glass business, formerly Verallia North America (“VNA”), in respect of one of two asserted patents alleged to have been infringed by VNA. On March 8, 2018, the trial judge confirmed the jury verdict. Ardagh notes the Court’s award of pre-judgement interest to the Plaintiffs, its refusal to enhance the damages award in favor of the Plaintiffs and its refusal to award legal costs to the Plaintiffs. Ardagh disagrees with the jury verdict, both as to liability and quantum of damages, and strongly believes that the case is without merit and accordingly, no provision has been recognized. Ardagh is vigorously appealing the verdict to the Federal Appeals Court. On March 23, 2018, the Company filed its appeal notice and posted a surety bond with the Court. Plaintiffs filed a notice of cross-appeal on April 4, 2018. The appeal proceedings are ongoing. The case was filed before Ardagh acquired VNA and customary indemnifications are in place between Ardagh and the seller of VNA.
With the exception of the above legal matters, the Group is involved in certain other legal proceedings arising in the normal course of its business. The Group believes that none of these proceedings, either individually or in aggregate, are expected to have a material adverse effect on its business, financial condition, results of operations or cash flows.
25. Events after the reporting period
There have been no significant events after the balance sheet date which would require disclosure in or amendment to the financial statements.
26. Effect in change of presentation currency
As set out in Note 2, the Group has elected to change its presentation currency to U.S. dollar from January 1, 2018. This change in presentation currency constitutes a change in accounting policy with retrospective application in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” and is affected in these consolidated financial statements by applying the procedures outlined below, in accordance with the reqirements set out in IAS 21 “The Effects of Changes in Foreign Exchange Rates”.
| · | | the consolidated statements of financial position have been translated at the foreign exchange rate at the balance sheet dates; |
| · | | the consolidated income statements, consolidated statements of comprehensive income and consolidated statements of cash flows were translated at average exchange rates for the respective periods; |
| · | | historic equity transactions were translated at the foreign exchange rate on the date of the transactions and were subsequently carried at historical value; |
| · | | foreign exchange differences arising on translation to presentation currency are recognised in other comprehensive income; and |
| · | | all foreign exchange rates used were extracted from the Group’s underlying financial records. |
The exchange rates used in translation were as follows:
| | | | | | | | |
| | Year ended December 31, |
| | 2017 | | 2016 | | 2015 | | 2014 |
Closing rate | | 1.1993 | | 1.0541 | | 1.0887 | | 1.2141 |
Average rate | | 1.1249 | | 1.1061 | | 1.1150 | | 1.3348 |
The Group’s previously reported euro consolidated statements of financial position as at December 31, 2017, 2016, 2015 and 2014, consolidated income statements, consolidated statements of comprehensive income and consolidated statements of cash flows as at and for the years ended December 31, 2017, 2016 and 2015 are set out below to illustrate the effect of the change in accounting policy.
ARD FINANCE S.A.
CONSOLIDATED INCOME STATEMENT
| | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2017 | | Year ended December 31, 2016 | | Year ended December 31, 2015 | |
| | Before | | | | | | Before | | | | | | Before | | | | | |
| | exceptional | | Exceptional | | | | exceptional | | Exceptional | | | | exceptional | | Exceptional | | | |
| | items | | Items | | Total | | items | | Items | | Total | | items | | Items | | Total | |
| | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | |
| | | | | | | | | | | | | | | | | | | | | | |
Revenue | | 7,644 | | — | | | 7,644 | | 6,345 | | — | | | 6,345 | | 5,199 | | — | | | 5,199 | |
Cost of sales | | (6,321) | | (85) | | | (6,406) | | (5,221) | | (15) | | | (5,236) | | (4,285) | | (37) | | | (4,322) | |
Gross profit/(loss) | | 1,323 | | (85) | | | 1,238 | | 1,124 | | (15) | | | 1,109 | | 914 | | (37) | | | 877 | |
Sales, general and administration expenses | | (359) | | (43) | | | (402) | | (300) | | (116) | | | (416) | | (274) | | (44) | | | (318) | |
Intangible amortization | | (235) | | — | | | (235) | | (173) | | — | | | (173) | | (109) | | — | | | (109) | |
Operating profit/(loss) | | 729 | | (128) | | | 601 | | 651 | | (131) | | | 520 | | 531 | | (81) | | | 450 | |
Finance expense | | (479) | | (123) | | | (602) | | (528) | | (165) | | | (693) | | (514) | | (13) | | | (527) | |
Finance income | | — | | — | | | — | | — | | 78 | | | 78 | | — | | — | | | — | |
Profit/(loss) before tax | | 250 | | (251) | | | (1) | | 123 | | (218) | | | (95) | | 17 | | (94) | | | (77) | |
Income tax (charge)/credit | | (87) | | 122 | | | 35 | | (103) | | 43 | | | (60) | | (75) | | 32 | | | (43) | |
Profit/(loss) for the year | | 163 | | (129) | | | 34 | | 20 | | (175) | | | (155) | | (58) | | (62) | | | (120) | |
| | | | | | | | | | | | | | | | | | | | | | |
Profit/(loss) attributable to: | | | | | | | | | | | | | | | | | | | | | | |
Owners of the parent | | | | | | | 31 | | | | | | | (155) | | | | | | | (120) | |
Non-controlling interests | | | | | | | 3 | | | | | | | — | | | | | | | — | |
Profit/(loss) for the year | | | | | | | 34 | | | | | | | (155) | | | | | | | (120) | |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| | | | | | | |
| | Year ended December 31, | |
| | 2017 | | 2016 | | 2015 | |
| | €m | | €m | | €m | |
Profit/(loss) for the year | | 34 | | (155) | | (120) | |
Other comprehensive income/(expense) | | | | | | | |
Items that may subsequently be reclassified to income statement | | | | | | | |
Foreign currency translation adjustments: | | | | | | | |
—Arising in the year | | (1) | | (55) | | (139) | |
| | (1) | | (55) | | (139) | |
Effective portion of changes in fair value of cash flow hedges: | | | | | | | |
—New fair value adjustments into reserve | | (226) | | 50 | | 44 | |
—Movement out of reserve | | 230 | | (77) | | (43) | |
—Movement in deferred tax | | 1 | | (4) | | — | |
| | 5 | | (31) | | 1 | |
Items that will not be reclassified to income statement | | | | | | | |
—Re-measurements of employee benefit obligations | | 43 | | (121) | | 72 | |
—Deferred tax movement on employee benefit obligations | | (6) | | 16 | | (27) | |
| | 37 | | (105) | | 45 | |
Total other comprehensive income/(expense) for the year | | 41 | | (191) | | (93) | |
Total comprehensive income/(expense) for the year | | 75 | | (346) | | (213) | |
Attributable to: | | | | | | | |
Owners of the parent | | 66 | | (346) | | (213) | |
Non-controlling interests | | 9 | | — | | — | |
Total comprehensive income/(expense) for the year | | 75 | | (346) | | (213) | |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| | | | | | | | |
| | At December 31, |
| | 2017 | | 2016 | | 2015 | | 2014 |
| | €m | | €m | | €m | | €m |
Non-current assets | | | | | | | | |
Intangible assets | | 3,422 | | 3,904 | | 1,810 | | 1,762 |
Property, plant and equipment | | 2,808 | | 2,911 | | 2,307 | | 2,223 |
Derivative financial instruments | | 6 | | 124 | | — | | 40 |
Deferred tax assets | | 184 | | 259 | | 178 | | 184 |
Other non-current assets | | 21 | | 20 | | 14 | | 10 |
| | 6,441 | | 7,218 | | 4,309 | | 4,219 |
Current assets | | | | | | | | |
Inventories | | 1,128 | | 1,125 | | 825 | | 770 |
Trade and other receivables | | 1,062 | | 1,164 | | 651 | | 692 |
Derivative financial instruments | | 13 | | 11 | | — | | 2 |
Cash and cash equivalents | | 686 | | 776 | | 554 | | 433 |
| | 2,889 | | 3,076 | | 2,030 | | 1,897 |
TOTAL ASSETS | | 9,330 | | 10,294 | | 6,339 | | 6,116 |
Equity attributable to owners of the parent | | | | | | | | |
Issued capital | | — | | — | | — | | — |
Other reserves | | (325) | | (329) | | (114) | | 24 |
Retained earnings | | (2,204) | | (2,661) | | (2,260) | | (2,170) |
| | (2,529) | | (2,990) | | (2,374) | | (2,146) |
Non-controlling interests | | (92) | | 2 | | 2 | | 2 |
TOTAL EQUITY | | (2,621) | | (2,988) | | (2,372) | | (2,144) |
Non-current liabilities | | | | | | | | |
Borrowings | | 8,400 | | 9,699 | | 6,397 | | 6,034 |
Employee benefit obligations | | 831 | | 905 | | 720 | | 723 |
Derivative financial instruments | | 251 | | — | | — | | 455 |
Deferred tax liabilities | | 486 | | 694 | | 451 | | — |
Provisions | | 37 | | 57 | | 48 | | 33 |
| | 10,005 | | 11,355 | | 7,616 | | 7,245 |
Current liabilities | | | | | | | | |
Borrowings | | 2 | | 8 | | 7 | | 4 |
Interest payable | | 89 | | 112 | | 79 | | 83 |
Derivative financial instruments | | 2 | | 8 | | 7 | | 7 |
Trade and other payables | | 1,660 | | 1,548 | | 878 | | 804 |
Income tax payable | | 135 | | 182 | | 76 | | 67 |
Provisions | | 58 | | 69 | | 48 | | 50 |
| | 1,946 | | 1,927 | | 1,095 | | 1,015 |
TOTAL LIABILITIES | | 11,951 | | 13,282 | | 8,711 | | 8,260 |
TOTAL EQUITY and LIABILITIES | | 9,330 | | 10,294 | | 6,339 | | 6,116 |
CONSOLIDATED STATEMENT OF CASH FLOWS
| | | | | | | |
| | Year ended December 31, | |
| | 2017 | | 2016 | | 2015 | |
| | €m | | €m | | €m | |
Cash flows from operating activities | | | | | | | |
Cash generated from operations | | 1,330 | | 1,109 | | 950 | |
Interest paid — excluding cumulative PIK interest paid | | (510) | | (372) | | (323) | |
Cumulative PIK interest paid | | — | | (184) | | — | |
Income tax paid | | (90) | | (84) | | (59) | |
Net cash from operating activities | | 730 | | 469 | | 568 | |
Cash flows from investing activities | | | | | | | |
Purchase of business net of cash acquired | | — | | (2,685) | | — | |
Purchase of property, plant and equipment | | (422) | | (310) | | (304) | |
Purchase of software and other intangibles | | (19) | | (12) | | (8) | |
Proceeds from disposal of property, plant and equipment | | 5 | | 4 | | 8 | |
Net cash used in investing activities | | (436) | | (3,003) | | (304) | |
Cash flows from financing activities | | | | | | | |
Proceeds from borrowings | | 3,497 | | 5,479 | | — | |
Repayment of borrowings | | (4,061) | | (2,322) | | (198) | |
Return of capital to parent company | | — | | — | | (15) | |
Net proceeds from share issuance by subsidiary | | 306 | | — | | — | |
Dividends paid to parent company | | (3) | | (270) | | — | |
Dividends paid by subsidiary to non-controlling interest | | (7) | | — | | — | |
Early redemption premium costs paid | | (85) | | (108) | | (8) | |
Deferred debt issue costs paid | | (39) | | (72) | | (2) | |
Proceeds from the termination of derivative financial instruments | | 42 | | — | | 81 | |
Net cash (outflow)/inflow from financing activities | | (350) | | 2,707 | | (142) | |
Net (decrease)/increase in cash and cash equivalents | | (56) | | 173 | | 122 | |
Cash and cash equivalents at the beginning of the year | | 776 | | 554 | | 433 | |
Exchange (losses)/gains on cash and cash equivalents | | (34) | | 49 | | (1) | |
Cash and cash equivalents at the end of the year | | 686 | | 776 | | 554 | |
27. Company financial information
This note has been included in these financial statements in accordance with the requirements of Regulation S‑X rule 12.04 Condensed financial information of registrant. The financial information provided below relates to the individual company financial statements for ARD Finance S.A. as presented in accordance with IFRS as issued by the IASB.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with International Financial Reporting Standards have been condensed or omitted. The footnote disclosures contain supplemental information only and, as such, these statements should be read in conjunction with the notes to the accompanying consolidated financial statements.
The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements, except that investments in subsidiaries are included at cost less any provision for impairment in value.
The functional currency of the Company is euro and accordingly, the Company financial information set out below is presented in euro.
| i) | | Statement of financial position |
| | | | |
| | At December 31, |
| | 2018 | | 2017 |
| | €'m | | €'m |
Non-current assets | | | | |
Investments in subsidiary undertakings | | 900 | | 882 |
Receivables from subsidiary undertaking | | 672 | | 642 |
| | 1,572 | | 1,524 |
Current assets | | | | |
Receivables from subsidiary undertaking | | 20 | | 8 |
Cash and cash equivalents | | 31 | | 32 |
| | 51 | | 40 |
Total assets | | 1,623 | | 1,564 |
Equity attributable to owners of the parent | | | | |
Issued capital | | — | | — |
Retained earnings | | 81 | | 54 |
Total equity | | 81 | | 54 |
Non-current liabilities | | | | |
Borrowings | | 1,512 | | 1,479 |
| | 1,512 | | 1,479 |
Current liabilities | | | | |
Interest payable | | 30 | | 31 |
| | 30 | | 31 |
Total liabilities | | 1,542 | | 1,510 |
Total equity and liabilities | | 1,623 | | 1,564 |
| ii) | | Statement of comprehensive income |
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | €'m | | €'m | | €'m |
Dividend income | | 86 | | 133 | | 270 |
Finance expense | | (106) | | (111) | | (31) |
Finance income | | 47 | | 50 | | 14 |
Profit before tax | | 27 | | 72 | | 253 |
Income tax | | — | | — | | — |
Profit and total comprehensive income for the year | | 27 | | 72 | | 253 |
| iii) | | Statement of cash flows |
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | €'m | | €'m | | €'m |
Cash flows from operating activities | | | | | | |
Cash generated from operations | | — | | — | | — |
Related party interest received | | 35 | | 54 | | — |
Interest paid | | (102) | | (105) | | — |
Net cash used in operating activities | | (67) | | (51) | | — |
Cash flows from investing activities | | | | | | |
Repayment of loans from subsidiary undertakings | | — | | (3) | | (404) |
Contribution to subsidiary undertaking | | (18) | | (45) | | (431) |
Dividends received | | 86 | | 133 | | 270 |
Loans granted to subsidiary undertakings | | — | | — | | (679) |
Net cash received from/(used in) investing activities | | 68 | | 85 | | (1,244) |
Cash flows from financing activities | | | | | | |
Net proceeds from borrowings | | — | | — | | 1,529 |
Dividends paid | | — | | (3) | | (270) |
Deferred debt issue costs paid | | — | | (3) | | (12) |
Net cash (outflow)/inflow from financing activities | | — | | (6) | | 1,247 |
Net increase in cash and cash equivalents | | 1 | | 28 | | 3 |
Cash and cash equivalents at the beginning of the year | | 32 | | 4 | | 1 |
Exchange losses on cash and cash equivalents | | (2) | | — | | — |
Cash and cash equivalents at the end of the year | | 31 | | 32 | | 4 |
| iv) | | Maturity analysis of the Company’s borrowings |
At December 31, 2018, the Company had €1,512 million of borrowings (2017: €1,479 million) which are due to mature in 2023.
| v) | | Distributions paid and received |
During the year ended December 31, 2087 the Company received a dividend of €86 million (2017: €133 million, 2016: €270 million) from a subsidiary company. The Company also paid a dividend to its parent company of €nil million (2017: €3 million, 2016: €270 million).
| vi) | | Commitments and contingencies |
The Company had no commitments and contingencies at December 31, 2018 (2017: €nil).
| vii) | | Additional information |
The following reconciliations are provided as additional information to satisfy the Schedule I SEC Requirements for parent‑only financial information, and are presented in both euro and U.S. dollars.
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | €'m | | €'m | | €'m |
IFRS profit/(loss) reconciliation: | | | | | | |
Parent only—IFRS profit for the year | | 27 | | 72 | | 253 |
Additional loss if subsidiaries had been accounted for using the equity method of accounting as opposed to cost | | (253) | | (41) | | (408) |
Consolidated IFRS (loss)/profit for the year | | (226) | | 31 | | (155) |
| | | | | | |
| | At December 31, |
| | 2018 | | 2017 | | 2016 |
| | €'m | | €'m | | €'m |
IFRS equity reconciliation: | | | | | | |
Parent only—IFRS equity | | 81 | | 54 | | (15) |
Additional loss if subsidiaries had been accounted for using the equity method of accounting as opposed to cost | | (2,911) | | (2,583) | | (2,975) |
Consolidated—IFRS equity | | (2,830) | | (2,529) | | (2,990) |
| | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
IFRS profit/(loss) reconciliation: | | | | | | |
Parent only—IFRS profit for the year | | 32 | | 81 | | 280 |
Additional loss if subsidiaries had been accounted for using the equity method of accounting as opposed to cost | | (295) | | (40) | | (452) |
Consolidated IFRS (loss)/profit for the year | | (263) | | 41 | | (172) |
| | | | | | |
| | At December 31, |
| | 2018 | | 2017 | | 2016 |
| | $'m | | $'m | | $'m |
IFRS equity reconciliation: | | | | | | |
Parent only—IFRS equity | | 93 | | 65 | | (16) |
Additional loss if subsidiaries had been accounted for using the equity method of accounting as opposed to cost | | (3,333) | | (3,207) | | (3,134) |
Consolidated—IFRS equity | | (3,240) | | (3,142) | | (3,150) |