Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document and Entity Information | |
Document Type | POS AM |
Document Period End Date | Dec. 31, 2021 |
Entity Registrant Name | ARDAGH METAL PACKAGING S.A. |
Entity Filer Category | Non-accelerated Filer |
Entity Central Index Key | 0001845097 |
Amendment Flag | false |
COMBINED INCOME STATEMENT
COMBINED INCOME STATEMENT € in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | |
Disclosure of reclassifications or changes in presentation [line items] | |||
Revenue | $ 4,055 | $ 3,451 | $ 3,344 |
Cost of sales | (3,439) | (2,903) | (2,832) |
Gross profit | 616 | 548 | 512 |
Sales, general and administration expenses | (418) | (189) | (165) |
Intangible amortization | (151) | (149) | (149) |
Operating profit | 47 | 210 | 198 |
Net finance expense | (235) | (70) | (213) |
Profit/(loss) before tax | (188) | 140 | (15) |
Income tax (charge)/credit | (22) | (29) | (25) |
(Loss)/profit for the year | (210) | 111 | (40) |
Profit/(loss) attributable to: | |||
Equity holders | $ (210) | $ 111 | $ (40) |
(Loss)/earnings per share | |||
Basic (loss)/earnings per share attributable to equity holders | $ / shares | $ (0.39) | $ 0.22 | $ (0.08) |
Diluted (loss)/earnings per share attributable to equity holders | $ / shares | $ (0.39) | $ 0.22 | $ (0.08) |
Before exceptional items | |||
Disclosure of reclassifications or changes in presentation [line items] | |||
Revenue | $ 4,055 | $ 3,451 | $ 3,344 |
Cost of sales | (3,409) | (2,896) | (2,828) |
Gross profit | 646 | 555 | 516 |
Sales, general and administration expenses | (176) | (176) | (154) |
Intangible amortization | (151) | (149) | (149) |
Operating profit | 319 | 230 | 213 |
Net finance expense | (178) | (70) | (208) |
Profit/(loss) before tax | 141 | 160 | 5 |
Income tax (charge)/credit | (39) | (43) | (28) |
(Loss)/profit for the year | 102 | 117 | (23) |
Exceptional items | |||
Disclosure of reclassifications or changes in presentation [line items] | |||
Cost of sales | (30) | (7) | (4) |
Gross profit | (30) | (7) | (4) |
Sales, general and administration expenses | (242) | (13) | (11) |
Operating profit | (272) | (20) | (15) |
Net finance expense | (57) | (5) | |
Profit/(loss) before tax | (329) | (20) | (20) |
Income tax (charge)/credit | 17 | 14 | 3 |
(Loss)/profit for the year | $ (312) | $ (6) | $ (17) |
COMBINED STATEMENT OF COMPREHEN
COMBINED STATEMENT OF COMPREHENSIVE INCOME € in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
COMBINED STATEMENT OF COMPREHENSIVE INCOME | |||
Profit/(loss) for the year | $ (210) | $ 111 | $ (40) |
Foreign currency translation adjustments: | |||
Arising in the year | 4 | (42) | 1 |
Foreign currency translation adjustments | 4 | (42) | 1 |
Effective portion of changes in fair value of cash flow hedges: | |||
New fair value adjustments into reserve | 159 | 15 | (3) |
Movement out of reserve to income statement | (6) | ||
Movement in deferred tax | (11) | (6) | |
Effective portion of changes in fair value of cash flow hedges | 148 | 9 | (9) |
(Loss)/gain recognized on cost of hedging | |||
New fair value adjustments into reserve | (1) | ||
Movement out of reserve | (1) | ||
Other Comprehensive Income Net Of Tax, Gain or Loss Recognized on Cost of Hedging | (2) | ||
Items that will not be reclassified to income statement | |||
Re-measurement of employee benefit obligations | 33 | (21) | (45) |
Deferred tax movement on employee benefit obligations | (6) | 6 | 11 |
Total other comprehensive income that will not be reclassified to profit or loss, net of tax | 27 | (15) | (34) |
Total other comprehensive expense for the year | 179 | (48) | (44) |
Total comprehensive income/(expense) for the year attributable to the AMP business | (31) | 63 | (84) |
Attributable to: | |||
Equity holders | $ (31) | $ 63 | $ (84) |
COMBINED STATEMENT OF FINANCIAL
COMBINED STATEMENT OF FINANCIAL POSITION € in Millions, $ in Millions | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Non-current assets | ||
Intangible assets | $ 1,662 | $ 1,884 |
Property, plant and equipment | 1,842 | 1,232 |
Derivative financial instruments | 7 | 9 |
Deferred tax assets | 71 | 88 |
Employee benefit assets | 78 | |
Other non-current assets | 4 | 4 |
Non-current assets | 3,664 | 3,217 |
Current assets | ||
Inventories | 407 | 250 |
Trade and other receivables | 512 | 368 |
Contract assets | 182 | 139 |
Derivative financial instruments | 97 | 23 |
Cash and cash equivalents | 463 | 257 |
Total current assets | 1,661 | 1,037 |
TOTAL ASSETS | 5,325 | 4,254 |
Equity attributable to owners of the parent | ||
Invested capital attributable to the AMP business | 63 | |
Issued capital | 7 | |
Share premium | 5,992 | |
Other reserves | (5,593) | (15) |
Retained earnings | (120) | |
Equity attributable to owners of parent | 286 | 48 |
TOTAL EQUITY | 286 | 48 |
Non-current liabilities | ||
Borrowings | 2,831 | 2,793 |
Employee benefit obligations | 256 | 219 |
Derivative financial instruments | 2 | 2 |
Deferred tax liabilities | 207 | 203 |
Other liabilities and provisions | 343 | 20 |
Non-current liabilities | 3,639 | 3,237 |
Current liabilities | ||
Borrowings | 56 | 42 |
Interest payable | 12 | |
Derivative financial instruments | 10 | 12 |
Trade and other payables | 1,270 | 843 |
Income tax payable | 40 | 59 |
Provisions | 10 | 13 |
Deferred income | 2 | |
Current liabilities | 1,400 | 969 |
TOTAL LIABILITIES | 5,039 | 4,206 |
TOTAL INVESTED CAPITAL and LIABILITIES | $ 5,325 | $ 4,254 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY € in Millions, $ in Millions | Attributable to the owner of the parentUSD ($) | Invested capitalUSD ($) | Share capitalUSD ($) | Share premiumUSD ($) | Other reservesUSD ($) | Retained earningsUSD ($) | USD ($) | EUR (€) |
Balance at beginning of the year at Dec. 31, 2018 | $ 140 | $ 148 | $ (8) | $ 140 | ||||
Profit/Loss for the year | (40) | (40) | (40) | |||||
Total other comprehensive income(expense) for the year | (44) | (34) | (10) | (44) | ||||
Hedging losses transferred to cost of inventory | 14 | 14 | 14 | |||||
Increase (decrease) in invested capital | (58) | (58) | (58) | |||||
Balance at end of the year at Dec. 31, 2019 | 12 | 16 | (4) | 12 | ||||
Profit/Loss for the year | 111 | 111 | 111 | |||||
Total other comprehensive income(expense) for the year | (48) | (15) | (33) | (48) | ||||
Hedging losses transferred to cost of inventory | 22 | 22 | 22 | |||||
Increase (decrease) in invested capital | (49) | (49) | (49) | |||||
Balance at end of the year at Dec. 31, 2020 | 48 | 63 | (15) | 48 | ||||
Profit/Loss for the year | (210) | € (177) | ||||||
Loss for the period pre AMP Transfer | (74) | (74) | (74) | |||||
Total other comprehensive income(expense) for the year | 179 | |||||||
Total other comprehensive income for the period pre AMP Transfer | 66 | 11 | 55 | 66 | ||||
Hedging losses transferred to cost of inventory | (6) | |||||||
Hedging gains transferred to cost of inventory pre AMP Transfer | (6) | (6) | (6) | |||||
Capital contribution (note 19) | 113 | 113 | 113 | |||||
Increase (decrease) in invested capital | 176 | 176 | 176 | |||||
AMP Transfer (note 24) | (1,112) | $ (176) | $ 6 | $ 4,982 | (5,924) | (1,112) | ||
Business Combination (note 24) | 1,175 | 1 | 1,010 | 164 | 1,175 | |||
Loss for the period post AMP Transfer | (136) | $ (136) | (136) | |||||
Total other comprehensive income for the period post AMP Transfer | 113 | 97 | 16 | 113 | ||||
Hedging gains transferred to cost of inventory post AMP Transfer | (77) | (77) | (77) | |||||
Balance at end of the year at Dec. 31, 2021 | $ 286 | $ 7 | $ 5,992 | $ (5,593) | $ (120) | $ 286 | € 253 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) € in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | ||||
Profit/Loss for the year | $ (210) | € (177) | $ 111 | $ (40) |
Total other comprehensive income(expense) for the year | $ 179 | $ (48) | $ (44) |
COMBINED STATEMENT OF CASH FLOW
COMBINED STATEMENT OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Cash generated from operations | $ 611 | $ 530 | $ 598 |
Interest paid | (105) | (155) | (178) |
Income tax paid | (48) | (41) | (43) |
Net cash from operating activities | 458 | 334 | 377 |
Cash flows from investing activities | |||
Purchase of property, plant and equipment and intangible assets | (679) | (263) | (201) |
Purchase of intangible assets | (8) | (5) | (4) |
Other investing cash flows | 1 | ||
Purchase of business, net of cash acquired | (5) | ||
Net cash used in investing activities | (691) | (268) | (205) |
Cash flows from financing activities | |||
Proceeds from borrowings | 2,773 | 16 | |
Repayments of borrowings | (5) | (8) | |
Repayment of related party borrowings to Ardagh | (2,738) | ||
Proceeds from share issuance, net of costs | 925 | ||
Payment as part of capital reorganization | (574) | ||
Proceeds from related party borrowings from Ardagh | 2 | ||
Cash received from Ardagh | 206 | ||
Redemption premium and issuance costs | (52) | ||
Deferred debt issue costs paid | (35) | ||
Consideration received on termination of derivative financial instruments | 28 | ||
Lease payments | (48) | (35) | (26) |
Cash remitted to Ardagh | (55) | (54) | |
Net cash outflow from financing activities | 454 | (98) | (36) |
Net (decrease)/increase in cash and cash equivalents | 221 | (32) | 136 |
Cash and cash equivalents at the beginning of the year | 257 | 284 | 148 |
Exchange gain/(loss) on cash and cash equivalents | (15) | 5 | |
Cash and cash equivalents at the end of the year | $ 463 | $ 257 | $ 284 |
General information
General information | 12 Months Ended |
Dec. 31, 2021 | |
General information | |
General information | 1. General information Ardagh Metal Packaging S.A. (the “Company” or the “Group” or “AMPSA” or “AMP”) was incorporated in the Grand Duchy of Luxembourg on January 21, 2021, in order to effect a reorganization and subject to its completion, acquire the Metal Packaging operations (together the “AMP Business”) of Ardagh Group S.A. (“AGSA”). The Company’s registered office is 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg. Prior to the reorganization the AMP Business was owned by Ardagh Group S.A. and its subsidiaries (“Ardagh” or “the Ardagh Group”). Prior to the reorganization, the Company had no assets or liabilities, other than those associated with its formation, and did not conduct any operations until the completion of the reorganization. The AMP Business has historically operated as part of Ardagh and not as a separate stand-alone entity or group. On February 22, 2021, AMPSA announced its entry into a business combination agreement (the “Business Combination Agreement”), dated as of February 22, 2021, by and among AMPSA, Ardagh, Ardagh MP MergeCo Inc., a newly formed Delaware corporation that is a wholly-owned subsidiary of AMPSA (“MergeCo”) and Gores Holdings V Inc., a Delaware corporation and special purpose acquisition company (“Gores Holdings V” or “GHV”), pursuant to which the parties thereto agreed to effect the merger of MergeCo with and into Gores Holdings V, with Gores Holdings V being the surviving corporation as a wholly-owned subsidiary of AMP (the “Merger”, and, together with the other transactions contemplated in the Business Combination Agreement, the “Business Combination”), to create an independent, pure-play beverage can public company. In connection with the Business Combination, on March 12, 2021, two affiliates of the Company (the “Co-Issuers”) issued green bonds of $2.8 billion equivalent, consisting of €450 million 2.000% Senior Secured Notes due 2028, $600 million 3.250% Senior Secured Notes due 2028, €500 million 3.000% Senior Notes due 2029 and $1,050 million 4.000% Senior Notes due 2029 (the “AMP Notes Issuance”). In connection with the AMP Notes Issuance, Ardagh designated the Co-Issuers and subsidiaries of AMP as unrestricted subsidiaries under its bond indentures and the Global Asset Based Loan Facility. In connection with the Business Combination, the Ardagh Group effected on April 1, 2021 a series of transactions that resulted in (a) the equity interests of Ardagh Packaging Holdings Limited, an Irish subsidiary of the Group, and certain other subsidiaries of the Ardagh Group that are engaged in the metal beverage can business being directly or indirectly owned by AMPSA (all such entities collectively, the “AMP Entities”) and (b) any assets and liabilities relating to the business of the Ardagh Group (other than the AMP Business) that were held by the AMP Entities being transferred to subsidiaries of the Ardagh Group that are not AMP Entities, and assets and liabilities relating to the AMP Business that were held by subsidiaries of the Ardagh Group (other than the AMP Entities) being transferred to the AMP Entities (such transactions, collectively, the “AMP Transfer”). On August 4, 2021, in accordance with the terms of the Business Combination Agreement, the parties consummated the Merger and, pursuant to the terms of subscription agreements dated February 22, 2021, among AMPSA, Gores Holdings V and certain investors in a private placement (the “PIPE Investors”), the PIPE Investors subscribed for and purchased shares of AMPSA at a purchase price of $10 per share, for an aggregate cash amount of $695 million (the “PIPE Investment”), which included 9.5 million of shares acquired pursuant to the “back stop” provisions of the subscription agreement entered into by the Gores Holdings V sponsor. In addition, at the closing of the Merger all shares of Gores Holdings V Class A common stock outstanding immediately prior to the effective time of the Merger (after giving effect to any requested stockholder redemptions) were contributed to AMPSA in exchange for newly issued AMPSA shares, and all warrants exercisable for the purchase of shares in Gores Holdings V were converted into warrants exercisable for the purchase of shares in AMPSA. In addition to retaining AMPSA shares constituting approximately 82% AMPSA’s outstanding shares, Ardagh received in the Business Combination (a) $2,315 million in cash paid upon the consummation of the AMP Transfer (which was funded from the proceeds of the AMP Notes Issuance), and (b) approximately $1.0 billion in cash paid upon the consummation of the Merger and the PIPE Investment. Ardagh also has a contingent right to receive up to 60.73 million additional shares in AMPSA (the “Earnout Shares”) upon the achievement of certain stock price hurdles performance measures. Please refer to note 21 for further details. On August 5, 2021, AMPSA listed its shares and warrants on the New York Stock Exchange under the new ticker symbols “AMBP” and “AMBP.WS”, respectively. On August 6, 2021, AMPSA and certain of its subsidiaries entered into a Global Asset Based Loan Facility in the amount of $300 million, which amount increased to $325 million on September 29, 2021. On September 7, 2021, Ardagh launched an exchange offer pursuant to which it offered 2.5 shares of AMP in exchange for each Class A common shares of Ardagh that was validly tendered and not withdrawn at the closing of the exchange offer. Approximately 84% of the total outstanding Class A common shares of Ardagh were exchanged, bringing Ardagh’s ownership of AMP to approximately 75% and the public float to approximately 25%. The Group is a leading supplier of metal beverage cans globally, with a particular focus on the Americas and Europe. The Group supplies sustainable and infinitely recyclable metal packaging to a diversified customer base of leading global, regional and national beverage producers. AMPSA operates 24 production facilities in Europe and the Americas, employs approximately 5,800 people and recorded revenues of $4.1 billion in 2021. In connection with the AMP Transfers AGSA and AMPSA entered into a Services Agreement, pursuant to which AGSA, either directly or indirectly through its affiliates, shall provide certain corporate and business-unit services to AMPSA and its subsidiaries, and AMPSA, either directly or indirectly through its affiliates, shall provide certain corporate and business-unit services to AGSA and its affiliates (other than the AMP Entities). The services provided by AGSA, either directly or indirectly through its affiliates, pursuant to the Services Agreement include typical corporate functional support areas such as finance, legal, risk, HR, procurement, sustainability and IT in order to complement the activities in areas which exist within AMPSA. The services provided by AMPSA, either directly or indirectly through its affiliates, are mainly in the areas of procurement and IT. For each calendar year from 2021 through 2024, as consideration for the net corporate services provided by AMPSA and AGSA, or their respective direct or indirect affiliates, AMPSA has incurred an expense of $33 million from Ardagh Group for the calendar year 2021 and will incur an expense of $38 million for calendar year 2022, $39 million for calendar year 2023 and $39 million for calendar year 2024. The fees paid for services pursuant to the Services Agreement are subject to adjustment for third party costs and variations for certain volume-based services. As of December 31, 2024 or, if earlier, the date upon which AMP or Ardagh Group undergoes a change of control, all corporate services provided pursuant to the Services Agreement will be provided at a price equal to the fully allocated cost of such services, or such other price to be negotiated in good faith by the parties, taking into consideration various factors, including the cost of providing such corporate services and the level of services expected to be provided. The consolidated financial statements reflect the consolidation of the legal entities forming the Group for the periods presented. The principal operating legal entities forming the Group are listed in note 25. The principal accounting policies that have been applied to the consolidated financial statements are described in note 3 below. |
Statement of directors approval
Statement of directors approval | 12 Months Ended |
Dec. 31, 2021 | |
Statement of directors' approval | |
Statement of directors' approval | 2. Statement of directors’ approval The audited consolidated financial statements were approved for issue by the board of directors of Ardagh Metal Packaging S.A. (the “Board”) on February 22, 2022. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of significant accounting policies | |
Summary of significant accounting policies. | 3. 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: ● Private and Public Warrants and the Earnout Shares (see note 21); and ● 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. Basis of preparation prior to the AMP Transfer For the periods prior to the AMP Transfer, consolidated financial statements have been prepared on a carve-out basis from the consolidated financial statements of AGSA, to represent the financial position and performance of the AMP Business as if the AMP Business had existed on a stand-alone basis for the years ended December 31, 2020, 2019 and for the three months from January 1, 2021 to April 1, 2021, the date that the AMP Transfer occurred, for the audited consolidated income statement, statement of comprehensive income, statement of cash flows and as at December 31, 2020 for the audited consolidated statement of financial position. However, those consolidated financial statements are not necessarily indicative of the results that would have occurred if the AMP Business had been a stand-alone entity during the period presented. The consolidated financial statements have been prepared by aggregating the financial information from the entities as described in note 25, together with assets, liabilities, income and expenses that management has determined are specifically attributable to the AMP Business including related party borrowings, and direct and indirect costs and expenses related to the operations of the Business. The following summarizes the principles applied in preparing the consolidated financial statements: ● Controlled companies that are part of the AMP Business have been included in the consolidated financial statements, as further described in note 25. Goodwill, customer relationship intangible assets and fair value adjustments directly attributable to the acquisition of the controlled companies that are part of the AMP Business by Ardagh, have been included in the consolidated financial statements. No companies were acquired or disposed of during the financial periods prior to the AMP Transfer; ● The AMP Business did not in the past form a separate legal group and therefore it is not possible to show issued share capital or a full analysis of reserves. The net assets of the AMP Business are represented by the cumulative investment of Ardagh in the AMP Business, shown as invested capital; ● All intercompany balances, investments in subsidiaries and share capital within the AMP Business have been eliminated upon combination in the consolidated financial statements; ● All employee benefit obligations are directly attributable to the AMP Business and are obligations of the entities described in note 20; ● The AMP Business adopted IFRS 16 applying the simplified approach, with the right-of-use assets being calculated as if IFRS 16 had always been applied and the lease liabilities being calculated as the present value of expected remaining future lease payments, discounted at the AMP Business’ incremental borrowing rate as at January 1, 2018. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities recognized upon adoption of IFRS 16 was 5.0% . Upon adoption, the AMP Business has availed of the practical expedients to use hindsight in determining the lease term where the contract contains options to extend or terminate the lease and has also elected not to apply IFRS 16 to contracts that were not identified before as containing a lease under IAS 17 and IFRIC 4; ● Cumulative translation differences directly attributable to the controlled companies that are part of the AMP Business, have been allocated at the amounts included in Ardagh’s consolidated financial statements; ● Corporate center costs allocated by Ardagh, prior to the AMP Transfer, have been included in selling, general and administration (“SGA”) expenses ( $27 million and $22 million, respectively, for the years ended December 31, 2020 and 2019, and $9 million for the three months ended March 31, 2021). The Ardagh support provided to the AMP Business included stewardship by Ardagh senior management personnel and functional support in terms of typical corporate areas such as Group finance, legal and risk, in addition to, discrete support which was provided from centralized management activities such as HR, Sustainability and IT in order to complement and support the activities in these areas which existed within the AMP Business. The Ardagh corporate head office costs were allocated principally based on Adjusted EBITDA, with settlement of these costs recorded within invested capital. The allocations to the AMP Business reflected all the costs of doing business and Management believes that the allocations were reasonable and materially reflected what the expenses would have been on a stand-alone basis. These costs reflected the arrangements that existed in Ardagh and are not necessarily representative of costs that may arise in the future. In addition to these Ardagh corporate head office costs, shared divisional costs of $15 million attributable to the AMP Business, were incurred in the year ended 31 December 2019. In subsequent years, the activities associated with these shared divisional costs formed part of the Ardagh shared corporate head office costs attributable to the AMP Business, or were incurred specifically within the AMP Business; ● Tax charges and credits and balances in the consolidated financial statements have been calculated as if the AMP Business was a separate taxable entity using the separate return method. The tax charges and credits recorded in the consolidated income statement and tax balances recorded in the consolidated statement of financial position have been affected by the taxation arrangements within Ardagh and are not necessarily representative of the positions that may arise in the future. Differences between the tax charges and credits and balances in the consolidated financial statements, and the tax charges and credits and balances in the historical records of the AMP Business are included in invested capital; ● The AMP Business has its own treasury functional team with certain treasury and risk management functions being performed by a central treasury function, which includes cash pooling and similar arrangement between Ardagh and the AMP Business. Interest on related party borrowings and allocated costs and expenses as described below have generally been deemed to have been paid by the AMP Business to Ardagh in the month in which the costs were incurred. In addition, all external debt used to fund Ardagh’s operations is managed and held centrally. Related party borrowings to Ardagh, representing back-to-back agreements related to those components of the Ardagh Group’s corporate debt used to fund the initial acquisition of the AMP Business by Ardagh, is included in the consolidated financial statements reflecting the debt obligation and related interest costs of the Business. Any cash balances reflected on the consolidated financial statements are legally owned by the AMP Business. Ardagh has entered into certain derivative instruments with external counterparties on behalf of the AMP Business and on the back of those related-party derivatives between Ardagh and the AMP Business have been executed, the impact of which have been included in the consolidated financial statements; ● Other intercompany balances between Ardagh and the AMP Business with the exception of the related party borrowings discussed above are deemed to be long term funding in nature and did not remain a liability upon separation from Ardagh and hence have been presented as part of invested capital in the consolidated financial statements. Basis of preparation after the AMP Transfer Going concern . Recently adopted accounting standards and changes in accounting policies Recent accounting pronouncements Basis of combination (for the periods prior to the AMP Transfer) (i) Controlled companies The companies included in these consolidated financial statements are all entities over which the AMP Business has control. The AMP Business 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 controlled companies by the AMP Business. 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. 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 or whenever indicators suggest that impairment may have occurred. 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”). (ii) 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. (iii) Transactions with Ardagh Any unsettled intercompany balances between the Group and Ardagh are presented as related party receivables or payables in the consolidated financial statement, within Trade and other receivables and Trade and other payables. Basis of consolidation (for the periods after the AMP Transfer) (i) Subsidiaries 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. Acquisition-related 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. Predecessor accounting is used to account for the transfer of a subsidiary in the form of a capital reorganization. Under predecessor accounting, the Group carries forward the predecessor carrying values of the acquired net assets and the liabilities assumed as previously reflected in the consolidated financial statements of Ardagh Group. The difference between the consideration given and the aggregate carrying value of the assets and the liabilities of the acquired entity at the date of the transaction is included in equity in other reserves. (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. (iv) Transactions with Ardagh Any unsettled intercompany balances between the Group and Ardagh are presented as related party receivables or payables in the consolidated financial statements, within Trade and other receivables and Trade and other payables. 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. (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. (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 combination 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 or whenever indicators suggest that impairment may have occurred. 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. Management estimates the useful lives within the following ranges: Computer software 2 – 7 years Customer relationships 5 – 15 years Technology 5 – 15 years (i) Computer software 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. (iii) Technology 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 (i) Owned assets 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. (ii) Leased assets At the lease commencement date or the effective date of a lease modification, the Group recognizes a lease liability as the present value of expected future lease payments, discounted at the Group’s incremental borrowing rate unless the rate implicit in the lease is readily determinable, excluding any amounts which are variable based on the usage of the underlying asset and a right-of-use asset generally at the same amount plus any directly attributable costs. The incremental borrowing rate is the discount rate the Group would have to pay to borrow, over a similar term and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The Group combines lease and non-lease components and accounts for them as a single lease component with the exception of the dunnage asset class. Extension options or periods after termination options are considered by management if it is reasonably certain that the lease will be extended or not terminated. (iii) Subsequent costs 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 associated 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. (iv) Depreciation 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 – 20 years Dunnage and other 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, trade and other payables and the Private and Public Warrants as well as the Earnout Shares (see note 21). 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 Trade and other receivables are recognized initially at the transaction price 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. The Group uses estimates based on expected credit losses and current information in determining the level of debts for which an allowance for impairment is required. For all other trade receivables, the Group uses an allowance matrix to measure the expected credit loss, based on historical actual credit loss experiences, adjusted for forward-looking information. (ii) Securitized assets 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 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 borrowings during the periods prior to the AMP Transfer) 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 at each reporting date. 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 19. 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. (i) Cash flow hedges 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 lo |
Segment analysis
Segment analysis | 12 Months Ended |
Dec. 31, 2021 | |
Segment analysis | |
Segment analysis | 4. Segment analysis The Group’s two operating and reportable Performance of the Group is assessed based on Adjusted EBITDA. Adjusted EBITDA is the profit or loss for the period before income tax charge or credit, net finance expense, depreciation and amortization and exceptional operating items. Other items are not allocated to segments, as these are reviewed by the CODM on a group-wide basis. Segmental revenues are derived from sales to external customers. Inter-segment revenue is not material. Reconciliation of (loss)/profit for the year to Adjusted EBITDA Year ended December 31, 2021 2020 2019 $’m $’m $’m (Loss)/profit for the year (210) 111 (40) Income tax charge (note 7) 22 29 25 Net finance expense (note 6) 235 70 213 Depreciation and amortization (notes 10, 11) 343 315 290 Exceptional operating items (note 5) 272 20 15 Adjusted EBITDA 662 545 503 The segment results for the year ended December 31, 2021 are: Europe Americas Total $’m $’m $’m Revenue 1,838 2,217 4,055 Adjusted EBITDA 281 381 662 Capital expenditure 190 496 686 Segment assets 2,785 2,540 5,325 The segment results for the year ended December 31, 2020 are: Europe Americas Total $’m $’m $’m Revenue 1,599 1,852 3,451 Adjusted EBITDA 249 296 545 Capital expenditure 101 167 268 Segment assets 2,360 1,894 4,254 The segment results for the year ended December 31, 2019 are: Europe Americas Total $’m $’m $’m Revenue 1,556 1,788 3,344 Adjusted EBITDA 253 250 503 Capital expenditure 95 110 205 Segment assets 2,292 1,774 4,066 One customer accounted for greater than 10% of total revenue in 2021 (2020: two; 2019: two). 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. Segment assets consist of intangible assets, property, plant and equipment, derivative financial instrument assets, deferred tax assets, other non-current assets, inventories, contract assets, 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 3. Total revenue from the Group in countries which account for more than 10% of total revenue, in the current or prior years presented, are as follows: Year ended December 31, 2021 2020 2019 Revenue $’m $’m $’m U.S. 1,727 1,449 1,361 U.K 396 359 341 Brazil 439 352 370 The revenue above is attributed to countries on a destination basis. Non-current assets, excluding derivative financial instruments, taxes, pensions and goodwill arising on acquisitions in countries which account for more than 10% of non-current assets are the U.S. 39% (2020: 31%), Germany 13% (2020: 13%) Brazil 13% (2020: 13%) and the United Kingdom 11% (2020: 12%). The Company is domiciled in Luxembourg. During the year the Group had revenues of $nil (2020: $nil, 2019: $nil) with customers in Luxembourg. Non-current assets located in Luxembourg were $nil (2020: $nil). Within each reportable segment our respective 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. Disaggregation of revenue The following illustrates the disaggregation of revenue by destination for the year ended December 31, 2021: North Rest of the Europe America world Total $’m $’m $’m $’m Europe 1,824 5 9 1,838 Americas 1 1,772 444 2,217 Group 1,825 1,777 453 4,055 The following illustrates the disaggregation of revenue by destination for the year ended December 31, 2020: North Rest of the Europe America world Total $’m $’m $’m $’m Europe 1,581 3 15 1,599 Americas 1 1,499 352 1,852 Group 1,582 1,502 367 3,451 The following illustrates the disaggregation of revenue by destination for the year ended December 31, 2019: North Rest of the Europe America world Total $’m $’m $'m $'m Europe 1,541 5 10 1,556 Americas 2 1,413 373 1,788 Group 1,543 1,418 383 3,344 The following illustrates the disaggregation of revenue based on the timing of transfer of goods and services: Year ended December 31, 2021 2020 2019 $’m $’m $’m Over time 3,160 2,610 2,537 Point in time 895 841 807 Total 4,055 3,451 3,344 |
Exceptional items
Exceptional items | 12 Months Ended |
Dec. 31, 2021 | |
Exceptional Items | |
Exceptional items | 5. Exceptional items Year ended December 31, 2021 2020 2019 $’m $’m $’m Start-up related costs 30 7 4 Exceptional items – cost of sales 30 7 4 Transaction-related and other costs 242 13 11 Exceptional items – SGA expenses 242 13 11 Exceptional finance expense 57 — 5 Exceptional items – finance expense 57 — 5 Exceptional income tax credit (note 7) (17) (14) (3) Total exceptional charge, net of tax 312 6 17 Exceptional items are those that in management’s judgment need to be disclosed by virtue of their size, nature or incidence. 2021 Exceptional items of $312 million have been recognized in the year ended December 31, 2021, primarily comprising: ● $30 million start-up related costs in the Americas ( $21 million) and Europe ( $9 million), relating to the Group’s investment programs. ● $242 million transaction-related and other costs, primarily comprised of an expense of $205 million relating to the service for the listing of the Shares upon the completion of the Business Combination on August 4, 2021, as further detailed in note 24, $41 million of professional advisory fees in relation to the Business Combination and transactions and other costs related to transformation initiatives, partly offset by a $4 million credit related to a loan forgiven with respect to the US pension plan (see note 25). ● $57 million exceptional finance expense comprised of a charge of $52 million from AGSA for redemption premiums and issuance costs on related party borrowings in conjunction with the AMP Transfer (see note 25), $5 million interest payable on the AMP Notes Issuance in March 2021 related to the period prior to completion of the AMP Transfer on April 1, 2021 and a net $13 million foreign currency loss on the Earnout Shares and Public and Private Warrants (see note 21), partly offset by a foreign currency translation gain of $13 million on the Promissory Note (see note 19) issued by the Company to AGSA as part of the consideration in connection with the Business Combination. ● $17 million from tax credits relating to the above exceptional items. 2020 Exceptional items of $6 million have been recognized in the year ended December 31, 2020 primarily comprising: ● $7 million primarily related to capacity realignment and investment programs of the Group, mainly related to start-up costs, principally incurred in the Americas. ● $13 million primarily related to transaction-related and other costs, including customary indemnification clauses related to the original acquisition of the AMP Business by AGSA and professional advisory fees, and other costs related to transformation initiatives. ● $14 million from tax credits including $6 million relating to tax benefits arising from the enactment on March 27, 2020, of the CARES Act . 2019 Exceptional items of $17 million have been recognized in the year ended December 31, 2019 primarily comprising: ● $4 million primarily related to capacity realignment and investments programs of the Business, mainly related to start-up costs. ● $11 million primarily related to transaction-related and other costs, including customary indemnification clauses related to the original acquisition of the AMP Business by AGSA and professional advisory fees. ● $5 million relating to finance expense. ● $3 million from tax credits. |
Net finance expense
Net finance expense | 12 Months Ended |
Dec. 31, 2021 | |
Net finance expense | |
Net finance expense | 6. Net finance expense Year ended December 31, 2021 2020 2019 $’m $’m $’m Senior Secured and Senior Notes 72 — — Interest on related party borrowings 43 146 170 Net pension interest cost (note 20) 3 3 4 Foreign currency translation losses/(gain) 49 (93) 20 Losses on derivative financial instruments — 5 2 Other net finance expense 11 9 12 Net finance expense before exceptional items 178 70 208 Exceptional finance expense (note 5) 57 — 5 Net finance expense 235 70 213 During the year ended December 31, 2021 the total amount of interest paid to related parties was $43 million (2020: $146 million; 2019: $169 million). During the year ended December 31, 2021, the Group recognized $8 million (2020: $6 million; 2019: $6 million) related to lease liabilities within other finance expense and interest paid in cash used in operating activities. |
Income tax
Income tax | 12 Months Ended |
Dec. 31, 2021 | |
Income tax | |
Income tax | 7. Income tax Year ended December 31, 2021 2020 2019 $’m $’m $’m Current tax: Current tax for the year 17 55 32 Adjustments in respect of prior years (3) (24) 6 Total current tax 14 31 38 Deferred tax: Deferred tax for the year 4 (11) (12) Adjustments in respect of prior years 4 9 (1) Total deferred tax 8 (2) (13) Income tax charge 22 29 25 Reconciliation of income tax charge and the (loss)/profit before tax multiplied by the domestic tax rate of the Group for 2021, 2020 and 2019 is as follows: Year ended December 31, 2021 2020 2019 $’m $’m $’m (Loss)/profit before tax (188) 140 (15) (Loss)/profit before tax multiplied by the standard rate of Luxembourg corporation tax: 24.94% (2020: 24.94%; 2019: 24.94%) (47) 35 (4) Tax losses for which no deferred income tax asset was recognized 3 — — Re-measurement of deferred taxes 9 — (2) Adjustment in respect of prior years 1 (15) 5 Income subject to state and other local income taxes 9 3 6 Income taxed at rates other than standard tax rates 11 (3) 4 Non-deductible and other items 36 9 16 Income tax charge 22 29 25 The total income tax charge outlined above for each year includes tax credits of $17 million in 2021 (2020: $14 million; 2019: $3 million) in respect of exceptional items, being the tax effect of the items set out in note 5. Non-deductible and other items principally relate to transaction related and other costs attributable to the completion of the Business Combination in the year ended December 31, 2021 and historical non-deductible interest expense in prior years. Income taxed at non-standard rates takes account of foreign tax rate differences (versus the Luxembourg standard 24.94% rate) on earnings. Re-measurement of deferred taxes in the year ended December 31, 2021 relates to the impact of the substantially enacted change in rate of corporation tax in the United Kingdom. Adjustment in respect of prior years includes tax credits in the year ended December 31, 2020 related to the carry back of tax losses in the United States as a result of the enactment on March 27, 2020, of the CARES Act. |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings per share | |
Earnings per share | 8. Earnings per share In advance of the completion of the business combination with Gores Holdings V, 493,763,520 shares of the Company, with a par value €0.01 per share, were issued to AGSA. This number of shares issued is utilized for the calculation of basic earnings per share (“EPS”) for the years ended December 31, 2020 and 2019, and is further utilized for the period prior to August 4, 2021, as included in the calculation of the weighted average number of common shares for the year ended December 31, 2021. As of August 4, 2021, upon completion of the Business Combination, a total number of 603,283,097 shares (493,763,520 issues to AGSA and 109,519,577 to remaining shareholders), with a par value of €0.01 per share, were issued to the Company´s shareholders. Basic earnings per share is calculated by dividing the (loss)/profit attributable to equity holders by the weighted average number of shares outstanding during the period. The following table reflects the income statement (loss)/profit and share data used in the basic EPS calculations: Year ended 31 December, 2021 2020 2019 $'m $'m $'m (Loss)/profit attributable to equity holders (210) 111 (40) Weighted average number of common shares for EPS (millions) 538.8 493.8 493.8 (Loss)/earnings per share $ (0.39) $ 0.22 $ (0.08) Diluted earnings per share is consistent with basic earnings per share, as there are no dilutive potential shares during the periods presented above. Please refer to note 17 for any details of transactions involving ordinary shares for the years ended December 31, 2021. There have been no material transactions involving common shares or potential ordinary shares between the reporting date and the authorization of these financial statements. |
Employee costs
Employee costs | 12 Months Ended |
Dec. 31, 2021 | |
Employee costs | |
Employee costs | 9. Employee costs Year ended December 31, 2021 2020 2019 $’m $’m $’m Wages and salaries 345 338 293 Social security costs 82 74 75 Defined benefit plan pension costs (note 20) 12 7 (3) Defined contribution plan pension costs (note 20) 17 15 13 Group employee costs 456 434 378 At December 31, Employees 2021 2020 2019 Europe 3,196 2,938 2,847 Americas 2,565 1,937 1,809 Group 5,761 4,875 4,656 |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible assets. | |
Intangible assets | 10. Intangible assets Customer Technology Goodwill relationships and other Software Total $’m $’m $’m $’m $’m Cost At January 1, 2020 1,003 1,392 40 23 2,458 Additions — — 2 3 5 Exchange 52 72 — 2 126 At December 31, 2020 1,055 1,464 42 28 2,589 Amortization At January 1, 2020 (483) (25) (13) (521) Charge for the year (138) (8) (3) (149) Exchange (33) (1) (1) (35) At December 31, 2020 (654) (34) (17) (705) Net book value At December 31, 2020 1,055 810 8 11 1,884 Cost At January 1, 2021 1,055 1,464 42 28 2,589 Additions — — 6 2 8 Acquisition 3 — — — 3 Transfers — — (2) 2 — Disposal — — (2) (1) (3) Exchange (48) (64) (2) — (114) At December 31, 2021 1,010 1,400 42 31 2,483 Amortization At January 1, 2021 (654) (34) (17) (705) Charge for the year (143) (4) (4) (151) Exchange 33 1 1 35 At December 31, 2021 (764) (37) (20) (821) Net book value At December 31, 2021 1,010 636 5 11 1,662 Amortization expense of $151 million (2020: $149 million, 2019: $149 million) has been charged to the consolidated income statement of the Group in respect of continuing operations. In November 2021, the Group completed the business combination with Hart Print, located in Quebec, Canada, for a cash consideration of $5 million. The transaction is not material to the Group. These consolidated financial statements include management’s preliminary estimate of the fair values of assets acquired and liabilities assumed. In conjunction with this transaction, the Group has entered into an earnout compensation arrangement with the former shareholders, which is treated as a compensation arrangement for accounting purposes and could result in future payments to those individuals depending on the future performance of Hart Print. Impairment The Board has considered the carrying value of the Group’s intangible assets (excluding goodwill) and assessed for indicators of impairment as at December 31, 2021 in accordance with IAS 36. No such indicators of impairment were identified. Goodwill Allocation of goodwill Goodwill originated from the acquisition of the Group by Ardagh has been allocated to CGUs that are expected to benefit from synergies arising from that combination. 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. 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, 2021 2020 $’m $’m Europe 570 618 Americas 440 437 Total Goodwill 1,010 1,055 Impairment tests for goodwill The Group performs its impairment test of goodwill annually following approval of the annual budget or whenever indicators suggest that impairment may have occurred. Recoverable amount and carrying amount The Group uses the value in use (“VIU”) model for the purposes of 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 also uses the fair value less costs of disposal (“FVLCD”) model in order to establish the recoverable amount being the higher of the VIU model and FVLCD model when compared to the carrying value of the CGU. The VIU model used the 2022 budget approved by the Board and a three-year forecast for 2023-2025 (2020: three-year forecast period). The budget and forecast results were then extended for a further one-year period (2020: one-year period) making certain assumptions, including the profile between long-term depreciation and capital expenditure, in addition to how the changes in input cost will impact customer pricing, in line with historic practice and contractual terms. 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 and working capital. The discount rate applied to cash flows in the VIU model was estimated using the 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 discount rates applied in respect of groups of CGUs was Europe: 4.4% (2020: 5.1%) and Americas 7.7% (2020: 7.9%). 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 the net present value 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. The terminal value assumed long-term growth based on a combination of factors including long-term inflation in addition to industry and market specific factors. The range of growth rates applied by management in respect of the terminal values applicable to the groups of CGUs were 1.0% (2020: 1.0%) in respect of all groups of 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 significantly 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. As a result of the significant excess of recoverable amount, management consider that additional disclosures are not required under IAS36. |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, plant and equipment | |
Property, plant and equipment | 11. Property, plant and equipment Plant, Land and machinery Dunnage buildings and other and other Total $’m $’m $’m $’m Cost At January 1, 2020 331 1,048 109 1,488 Additions 41 231 13 285 Disposals (2) (21) (1) (24) Exchange 16 40 5 61 At December 31, 2020 386 1,298 126 1,810 Depreciation At January 1, 2020 (69) (306) (37) (412) Charge for the year (39) (110) (17) (166) Disposals — 21 1 22 Exchange (4) (15) (3) (22) At December 31, 2020 (112) (410) (56) (578) Net book value At December 31, 2020 274 888 70 1,232 Cost At January 1, 2021 386 1,298 126 1,810 Additions 74 744 21 839 Acquisition (note 10) 1 7 — 8 Disposals (7) (11) (5) (23) Exchange (15) (48) (4) (67) At December 31, 2021 439 1,990 138 2,567 Depreciation At January 1, 2021 (112) (410) (56) (578) Charge for the year (47) (129) (16) (192) Disposals 5 11 4 20 Exchange 6 16 3 25 At December 31, 2021 (148) (512) (65) (725) Net book value At December 31, 2021 291 1,478 73 1,842 Depreciation expense of $181 million (2020: $158 million; 2019: $134 million) has been charged in cost of sales and $11 million (2020: $8 million; 2019: $7 million) in sales, general and administration expenses. Construction in progress at December 31, 2021 was $634 million (2020: $221 million). Included in property, plant and equipment is an amount for land of $49 million (2020: $46 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 (2020: $nil). Impairment The Group has considered the carrying value of the property, plant and equipment of the Group and assessed the indicators of impairment as at December 31, 2021 in accordance with IAS 36. No such indicators of impairment were identified. Right of Use assets — Net Book Value, depreciation and variable lease expense The following right-of-use assets were included in property, plant and equipment: Plant, Dunnage Land and machinery and buildings and other other Total Net book value At December 31, $’m $’m $’m $’m 2021 71 67 41 179 2020 76 6 45 127 The increase in the net book value of the right-of use assets at December 31, 2021 to $179 million (2020: $127 million) is primarily the result of total additions to the right-of-use assets of $103 million (2020: $37 million) and total right-of-use assets acquired of $1 million (2020: $nil), offset by a depreciation charge of $46 million (2020: $36 million), comprised of Land and buildings: $34 million (2020: $26 million); Plant and machinery: $6 million (2020: $3 million), and Dunnage and other: $6 million (2020: $7 million) and exchange losses, all during the year ended December 31, 2021. The Group incurred variable lease expense of $35 million in the year ended December 31, 2021 (2020: $29 million, 2019: $23 million) primarily related to warehouse leases. 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, 2021 2020 2019 $’m $’m $’m Contracted for 452 115 52 Not contracted for 181 218 51 633 333 103 |
Deferred income tax
Deferred income tax | 12 Months Ended |
Dec. 31, 2021 | |
Deferred income tax | |
Deferred income tax | 12. Deferred tax The movement in deferred tax assets and liabilities during the year was as follows: Assets Liabilities Total $’m $’m $’m At January 1, 2019 121 (258) (137) (Charged)/credited to the income statement (note 7) (7) 20 13 Credited to other comprehensive income 9 2 11 Exchange — 1 1 At December 31, 2019 123 (235) (112) Credited/(charged) to the income statement (note 7) 5 (3) 2 Credited to other comprehensive income — — — Exchange 7 (12) (5) At December 31, 2020 135 (250) (115) Credited/(charged) to the income statement (note 7) 14 (22) (8) Charged to other comprehensive income (5) (12) (17) Exchange (6) 10 4 At December 31, 2021 138 (274) (136) The components of deferred tax assets and liabilities are as follows: At December 31, 2021 2020 $’m $’m Tax losses 10 3 Employee benefit obligations 40 46 Depreciation timing differences 54 52 Provisions 23 22 Other 11 12 138 135 Available for offset (67) (47) Deferred tax assets 71 88 Intangible assets (128) (159) Accelerated depreciation and other fair value adjustments (96) (66) Other (50) (25) (274) (250) Available for offset 67 47 Deferred tax liabilities (207) (203) The tax credit recognized in the consolidated income statement is analyzed as follows: Year ended December 31, 2021 2020 2019 $’m $’m $’m Tax losses 7 (3) (1) Employee benefit obligations 2 (6) — Depreciation timing differences 4 — — Provisions 2 5 (3) Other deferred tax assets (1) 9 (3) Intangible assets 22 18 19 Accelerated depreciation and other fair value adjustments (31) (19) (7) Other deferred tax liabilities (13) (2) 8 (8) 2 13 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 $4 million (2020: nil) in respect of tax losses amounting to $14 million (2020: nil) 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. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventories | |
Inventories | 13. Inventories At December 31, 2021 2020 $’m $’m Raw materials and consumables 268 157 Work-in-progress 6 5 Finished goods 133 88 407 250 Certain inventories held by the Group have been pledged as security under the Group’s ABL (note 19). There were no drawings under such facility as of December 31, 2021 (2020: nil) The amounts recognized as a write down in inventories or as a reversal of a write down in the year ended December 31, 2021 was not material (2020: not material). At December 31, 2021, the hedging loss included in the carrying value of inventories, which will be recognized in the income statement when the related finished goods have been sold is $14 million (2020: not material). |
Trade and other receivables
Trade and other receivables | 12 Months Ended |
Dec. 31, 2021 | |
Trade and other receivables | |
Trade and other receivables | 14. Trade and other receivables At December 31, 2021 2020 Note $’m $’m Trade receivables 334 244 Other receivables and prepayments 167 124 Related party receivables 25 11 — 512 368 The fair values of trade and other receivables approximate the amounts shown above. Movements on the provisions for impairment of trade receivables are as follows: 2021 2020 $'m $'m At January 1, 8 3 Provision for receivables impairment — 7 Receivables written off during the year as uncollectible (1) (2) At December 31, 7 8 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 31 December 2021, trade receivables of $18 million (2020: $7 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 31 December, 2021 2020 $'m $'m Up to three months past due 15 5 Three to six months past due 1 2 Over six months past due 2 — 18 7 Receivables Factoring and Related Programs 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. Receivables of $456 million were sold under these programs at December 31, 2021 (December 31, 2020: $332 million). |
Contract assets
Contract assets | 12 Months Ended |
Dec. 31, 2021 | |
Contract assets | |
Contract assets | 15. Contract assets The following table provides information about significant changes in contract assets: 2021 2020 $’m $’m At January 1, 139 151 Transfers from contract assets recognized at beginning of year to receivables (137) (148) Increases as a result of new contract assets recognized during the year 185 133 Other (including exchange) (5) 3 Balance as at December 31, 182 139 |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2021 | |
Cash and cash equivalents | |
Cash and cash equivalents | 16. Cash and cash equivalents At December 31, 2021 2020 $’m $’m Cash at bank and in hand 432 254 Short term bank deposits 28 — Restricted cash 3 3 463 257 |
Issued capital and share premiu
Issued capital and share premium | 12 Months Ended |
Dec. 31, 2021 | |
Issued capital and share premium | |
Issued capital and share premium | 17. Issued capital and share premium Share capital and share premium Issued and fully paid shares: Total shares (par value € 0.01 ) Share capital Share premium (million) $'m $'m At December 31, 2020 – – – Share issuance 603 7 5,992 At December 31, 2021 603 7 5,992 On completion of the AMP Transfer on April 1, 2021, AMPSA issued 484,956,250 shares to AGSA with a nominal value of €0.01 per share, for consideration totaling $4,988 million. During the year ended December 31, 2021, an additional 118,326,847 shares were issued to PIPE investors, SPAC shareholders and sponsors for a total cash considerations of $695 million and $259 million, respectively, and $88 million to AGSA for the non-cash settlement of the AMP Promissory Note as described in note 19, totaling $1,042 million, offset by $31 million of directly attributable transaction costs related to the issuance of equity reflected in share premium, of which $29 million has been paid as of December 31, 2021. There were no other material share transactions in the year ended December 31, 2021. |
Financial risk factors
Financial risk factors | 12 Months Ended |
Dec. 31, 2021 | |
Financial risk factors | |
Financial risk factors | 18. Financial risk factors The Group’s activities expose it to a variety of financial risks: capital risk, interest rate, 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. The Group’s finance committee reviews and monitors the capital structure, financial policies and treasury function of the Company in addition to advising the board of directors on whether to approve financing agreements or arrangements. Financial risks are managed on the advice of Group Treasury and senior management in conjunction with the finance committee. 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 repayment and refinancing of debt, and identifies an appropriate amount of headroom to provide a reserve against unexpected funding requirements. The Group’s long-term liquidity needs primarily relate to the Group’s growth investment program and the servicing of our debt obligations. We expect to satisfy our future long-term liquidity needs through a combination of cash flow generated from operations and, where appropriate, to raise additional financing and to refinance our debt obligations in advance of their respective maturity. The Group generates substantial cash flow from our operations on an annual basis. The Group had $463 million in cash, cash equivalents and restricted cash as of December 31, 2021, as well as available but undrawn liquidity of $325 million under its credit facilities. 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 is the ratio of consolidated external net debt as a multiple of Adjusted EBITDA. Adjusted EBITDA is the profit or loss for the period before income tax charge or credit, net finance expense, depreciation and amortization and exceptional operating items. As at December 31, 2021 the ratio was 3.66x. Interest rate At December 31, 2021, the Group’s external borrowings were 100% fixed, with a weighted average interest rate of 3.3%. At December 31, 2020, the business’ related party borrowings were 100% fixed. As a result, interest rate movements would not have a material impact on either the profit or loss or shareholders equity. Currency exchange risk The Group presents its consolidated financial information in U.S. dollar. The functional currency of the Company is the euro. The Group operates in 9 countries, across three continents and its main currency exposure in the year to December 31, 2021, from the euro functional currency, was in relation to the U.S. dollar, British pound, and Brazilian real. Currency exchange risk arises from future commercial transactions and recognized assets and liabilities. As a result of the consolidated financial statements being presented in U.S. dollar, the Group’s results are also impacted by 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. 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, 2021 rate would decrease shareholders’ equity by approximately $3 million (2020: $5 million increase). Commodity price risk The Group is exposed to changes in prices of its main raw materials, primarily energy and aluminum. Production costs are exposed to changes in prices of our main raw materials, primarily aluminum. 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. dollar, 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 Europe and in Americas are hedged by entering into swaps under which we pay fixed euro and U.S dollar prices, respectively. 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 sales contracts in relation to the underlying 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. As a result of the volatility of gas and electricity prices, the Group has developed an active hedging strategy to fix a significant proportion of its energy costs through contractual arrangements directly with our suppliers. The Group policy is to purchase gas and electricity by entering into forward price-fixing arrangements with suppliers for the majority 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. Where entering forward price-fixing arrangements with suppliers is not practical, the Group may use derivative agreements with counterparty banks to cover the risk. Credit risk Credit risk arises from derivative contracts, cash and investments held with banks and financial institutions, as well as credit exposures to the customers of the Group, including outstanding receivables. The policy of the Group is to invest excess liquidity, 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 meet its obligations. The maximum exposure to credit risk is represented by the carrying amount of each asset. For the year ended December 31, 2021, the ten largest customers of the Group accounted for approximately 58% of total revenues (2020: 64%; 2019: 65%). 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, where practically possible. Group Treasury invests surplus cash in interest-bearing current accounts and bank 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 and from the normal liquidity cycle of the business throughout the course of a year. The Group’s policy has been 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. |
Financial assets and liabilitie
Financial assets and liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Financial assets and liabilities | |
Financial assets and liabilities | 19. Financial assets and liabilities The Group’s net debt was as follows: At December 31, 2021 2020 $’m $’m Loan notes 2,690 — Related party borrowings — 2,690 Other borrowings 197 145 Net borrowings 2,887 2,835 Cash and cash equivalents (463) (257) Net debt 2,424 2,578 The Group’s net borrowings of $2,887 million (2020: $2,835 million) are classified as non-current liabilities of $2,831 million (2020: $2,793 million) and current liabilities of $56 million (2020: $42 million) in the consolidated statement of financial position at December 31, 2021. At December 31, 2021, the Group’s net debt and available liquidity was as follows: Maximum Final amount maturity Facility Available Facility Currency drawable date type Amount drawn liquidity Local Local currency currency $'m $'m m m 2.000% Senior Secured Notes EUR 450 01-Sep-28 Bullet 450 510 – 3.250% Senior Secured Notes USD 600 01-Sep-28 Bullet 600 600 – 3.000% Senior Notes EUR 500 01-Sep-29 Bullet 500 566 – 4.000% Senior Notes USD 1,050 01-Sep-29 Bullet 1,050 1,050 – Global Asset Based Loan Facility USD 325 06-Aug-26 Revolving – – 325 Lease obligations Various – – Amortizing – 182 – Other borrowings Various – Rolling Amortizing – 19 – Total borrowings 2,927 325 Deferred debt issue costs (40) – Net borrowings 2,887 325 Cash and cash equivalents (463) 463 Net debt / available liquidity 2,424 788 A number of the Group’s borrowing agreements contain certain covenants that restrict the Group’s flexibility in areas such as incurrence of additional indebtedness (primarily maximum secured borrowings to Adjusted EBITDA and a minimum Adjusted EBITDA to interest expense), payment of dividends and incurrence of liens. The Global Asset Based Loan Facility is subject to a fixed charge coverage ratio covenant if 90% or more of the facility is drawn. The facility also includes cash dominion, representations, warranties, events of default and other covenants that are of a nature customary for such facilities. At December 31, 2020 the Group’s net debt and available liquidity was as follows: Amount Available Facility drawn liquidity $'m $'m Related party borrowings 2,690 — Lease obligations 136 — Other borrowings 9 — Net borrowings 2,835 — Cash and cash equivalents (257) 257 Net debt / available liquidity 2,578 257 The following table summarizes the Group’ movement in net debt: At December 31, 2021 2020 $’m $’m Net (increase)/decrease in cash and cash equivalents per consolidated statement of cash flows* (206) 27 Increase in net borrowings 52 55 (Decrease)/increase in net debt (154) 82 Net debt at January 1, 2,578 2,496 Net debt at December 31, 2,424 2,578 * Includes exchange (loss)/gain on cash and cash equivalents The decrease in net debt primarily includes proceeds from borrowings of $2,780 million (2020: $nil), of which $7 million was a non-cash transaction, a net increase in lease obligations of $46 million (2020: increase of $3 million), which is partly offset by repayments of related party borrowings of $2,668 million (2020: $nil), of which $927 million was a non-cash transaction, an increase in cash and cash equivalents of $206 million (2020: decrease of $27 million), foreign exchange gains of $61 million (2020: loss of $60 million), the recognition of a deferred debt issue costs asset net of amortization of $40 million (2020: $nil) and repayment of borrowings of $5 million (2020: $8 million). Maturity profile The maturity profile of the Group’s total borrowings is as follows: At December 31, 2021 2020 $’m $’m Within one year or on demand 56 42 Between one and two years 55 46 Between two and five years 59 2,055 Greater than five years 2,757 692 Total borrowings 2,927 2,835 Deferred debt issue costs (40) — Net borrowings 2,887 2,835 Included within total borrowings greater than five years is the Group’s Senior Secured Notes and Senior Notes of $2,726 million. The maturity profile of the contractual undiscounted cash flows related to the Group’s lease liabilities is as follows: At December 31, 2021 2020 $’m $’m Not later than one year 50 37 Later than one year and not later than five years 127 78 Later than five years 36 50 213 165 The table below analyses 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 Total financial Trade borrowings instruments payables At 31 December, 2021 $’m $’m $’m Within one year or on demand 152 10 1,204 Between one and two years 242 2 — Between two and five years 243 — — Greater than five years 2,973 — — Derivative Total financial Trade borrowings instruments payables At 31 December, 2020 $’m $’m $’m Within one year or on demand 200 12 768 Between one and two years 359 2 — Between two and five years 2,345 — — Greater than five years 718 — — The carrying amount and fair value of the Group’s borrowings excluding lease obligations are as follows: Carrying value Amount Deferred debt drawn issue costs Total Fair value At December 31, 2021 $'m $'m $'m $'m Loan notes 2,726 (36) 2,690 2,682 Other borrowings 19 (4) 15 19 2,745 (40) 2,705 2,701 Carrying value Amount Deferred debt drawn issue costs Total Fair value At December 31, 2020 $'m $'m $'m $'m Related party borrowings 2,690 — 2,690 2,763 Other borrowings 9 — 9 9 2,699 — 2,699 2,772 AMP Promissory Note From the AMP Transfer date of April 1, 2021, the Group had an outstanding obligation of $1,085 million under the AMP Promissory Note. This obligation was settled, with $997 million of a cash settlement paid to AGSA and the remaining $88 million settled following the issuance of additional AMP shares to AGSA on 4 August, 2021. Earnout Shares and Warrants Please refer to note 21 for further details about the recognition and measurement of the Earnout Shares as well as the Public and Private Warrants. Financing activity 2021 On March 12, 2021, the Group, in connection with the transaction related to the combination of Ardagh Metal Packaging with Gores Holdings V, issued €450 million 2.000% Senior Secured Notes due 2028, $600 million 3.250% Senior Secured Notes due 2028, €500 million 3.000% Senior Notes due 2029 and $1,050 million 4.000% Senior Notes due 2029. Details related to the transaction and use of proceeds from this issuance are outlined in note 1. On March 24, 2021 and March 30, 2021, historical related party debt of $113 million was settled, being reflected as a non-cash capital contribution On April 1, 2021, upon the consummation of the AMP Transfer, historical related party debt of $2,555 million was settled, of which $1,741 million was paid to AGSA with the remainder of $814 million being reflected as a non-cash capital contribution within other reserves. On August 6, 2021, AMPSA and certain of its subsidiaries entered into a Global Asset Based Loan Facility in the amount of $300 million. The amount increased to $325 million on September 29, 2021. Lease obligations at December 31, 2021 of $182 million (December 31, 2020: $136 million), primarily reflect $100 million of new lease liabilities and $1 million of lease liabilities acquired, partly offset by $55 million of principal repayments and foreign currency movements in the year ended December 31, 2021. Effective interest rates 2021 USD EUR 2.000% Senior Secured Notes due 2028 2.30% 3.250% Senior Secured Notes due 2028 3.58% 3.000% Senior Notes due 2029 3.28% 4.000% Senior Notes due 2029 4.31% The interest rates applicable to the Group’s net borrowings for the year ended December 31, 2020 range from 4.77% to 8.00%. 2021 2020 Various Currencies Lease obligations 4.55% 4.79% The carrying amounts of net borrowings are denominated in the following currencies. At December 31, 2021 2020 $’m $’m Euro 1,115 609 U.S. dollar 1,745 1,830 GBP 15 379 Other 12 17 2,887 2,835 The Group has the following undrawn borrowing facilities: At December 31, 2021 2020 $'m $'m Expiring beyond one year 325 — 325 — Fair value methodology The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 Inputs 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 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs). There were no transfers between Level 1 Level 2 during Fair values are calculated as follows: (i) Senior secured and senior notes – the fair value of debt securities in issue is based on valuation techniques in which all significant inputs are based on observable market data and represent Level 2 inputs. (ii) Global Asset Based Loan facility and other borrowings – the fair values of the borrowings in issue is based on valuation techniques in which all significant inputs are based on observable market data and represent Level 2 inputs. (iii) Commodity and foreign exchange derivatives – the fair value of these derivatives are based on quoted market prices and represent Level 2 inputs. (iv) Earnout Shares, Private and Public Warrants - the fair values of the Earnout Shares and Private Warrants are based on valuation techniques using an unobservable volatility assumption which represents Level 3 inputs, whereas the fair value of the Public Warrants is based on an observable market price and represents a Level 1 input. Derivative financial instruments Assets Liabilities Total Contractual Fair Fair or notional values values amounts $’m $’m $’m Fair Value Derivatives Metal forward contracts 100 2 281 Forward foreign exchange contracts 3 10 1,176 NYMEX gas swaps 1 — 3 At December 31, 2021 104 12 1,460 Included within the $104 million fair value assets and $12 million fair value liabilities at December 31, 2021, is $95 million and $6 million, respectively, which have been transacted by AGSA. Assets Liabilities Total Contractual Fair Fair or notional values values amounts $’m $’m $’m Fair Value Derivatives Metal forward contracts 29 6 346 Forward foreign exchange contracts 3 8 317 NYMEX gas swaps — — 6 At December 31, 2020 32 14 669 All of the fair value assets and fair value liabilities at December 31, 2020, have been transacted by AGSA. Derivative instruments with a fair value of $7 million (2020: $9 million) are classified as non-current assets and $97 million (2020: $23 million) as current assets in the consolidated statement of financial position at December 31, 2021. Derivative instruments with a fair value of $2 million (2020: $2 million) are classified as non-current liabilities and $10 million (2020: $12 million) as current liabilities in the consolidated statement of financial position at December 31, 2021. All cash payments in relation to derivative instruments are paid or received when they mature. The Group mitigates the counterparty risk for derivatives by contracting with major financial institutions which have high credit ratings. Certain derivative instruments have been entered into with external counterparties by AGSA on behalf of the Group and on the back of those related party derivatives between AGSA and the Group have been executed, the impact of which have been included in the consolidated financial statements. Metal forward contracts The Group hedges a 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. The Group determines the existence of an economic relationship between the hedged item and the hedging instrument based on common indices used. Ineffectiveness may arise if there are changes in the forecasted transaction in terms pricing, timing or quantities, or if there are changes in the credit risk of the Group or the counterparty. The Group applies a hedge ratio of 1:1. 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. Certain forward contracts are designated as cash flow hedges and are set so to closely match the critical terms of the underlying cash flows. In hedges of forecasted foreign currency sales and purchases ineffectiveness may arise for similar reasons as outlined for metal forward contracts. The fair values are based on Level 2 valuation techniques and observable inputs including the contract prices. The fair value of these contracts when initiated is $nil; no premium is paid or received. NYMEX gas swaps The Group hedges a portion of its 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. |
Employee benefit obligations
Employee benefit obligations | 12 Months Ended |
Dec. 31, 2021 | |
Employee benefit obligations. | |
Employee benefit obligations | 20. Employee benefit obligations The 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 United States 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 each period were those recommended by the actuaries. In addition, the Group has other employee benefit obligations in certain territories. Total employee benefit obligations, net of employee benefit assets included within non-current assets, recognized in the consolidated statement of financial position of $178 million (2020: $219 million) includes other employee benefit obligations of $47 million (2020: $52 million). The employee obligations and assets of the defined benefit schemes included in the consolidated statement of financial position are analyzed below: Germany UK* U.S and Other** Total 2021 2020 2021 2020 2021 2020 2021 2020 $'m $'m $'m $'m $'m $'m $'m $'m Obligations (138) (142) (249) (295) (82) (80) (469) (517) Assets — — 327 341 11 9 338 350 Net obligations (138) (142) 78 46 (71) (71) (131) (167) * The net employee benefit asset in the UK as at December 31, 2021 is included within non-current assets on the statement of financial position (2020: included on a net basis within non-current liabilities). ** Net obligation of ‘Other’ at December 31, 2021; $8 million, 2020; $9 million. Defined benefit pension schemes The amounts recognized in the consolidated income statement are: Year ended December 31, 2021 2020 2019 $’m $’m $’m Current service cost and administration costs: Cost of sales – current service cost (note 9) (13) (12) (12) Cost of sales – past service credit (note 9) 4 8 17 SGA – current service cost (note 9) (3) (3) (2) (12) (7) 3 Finance expense (note 6) (3) (3) (4) (15) (10) (1) The amounts recognized in the consolidated statement of comprehensive income are: Year ended December 31, 2021 2020 2019 $’m $’m $’m Re-measurement of defined benefit obligation: Actuarial gain/(loss) arising from changes in demographic assumptions 6 (2) (7) Actuarial gain/(loss) arising from changes in financial assumptions 9 (51) (55) Actuarial gain/(loss) arising from changes in experience 5 2 (13) 20 (51) (75) Re-measurement of plan assets: Actual return less expected return on plan assets 8 34 34 Actuarial gain/(loss) for the year on defined benefit pension schemes 28 (17) (41) Actuarial gain/(loss) on other long term and end of service employee benefits 5 (4) (4) 33 (21) (45) The actual return on plan assets was a gain of $13 million in 2021 (2020: gain of $40 million; 2019: gain of $42 million). Movement in the defined benefit obligations and assets: Obligations Assets 2021 2020 2021 2020 $’m $’m $’m $’m At January 1, (517) (461) 350 323 Interest income — — 5 6 Loan forgiveness (note 5) 4 — — — Current service cost (11) (11) — — Past service credit 4 8 — — Interest cost (7) (8) — — Re-measurements 20 (51) 8 34 Employer contributions — — 2 5 Employee contributions (1) (1) 1 1 Benefits paid 24 31 (24) (31) Exchange 15 (24) (4) 12 At December 31, (469) (517) 338 350 The defined benefit obligations above include $140 million of unfunded obligations, principally in Germany (2020: $145 million). Employer contributions above include no contributions under schemes extinguished during the year (2020: $nil). Interest income and interest cost above does not include interest cost of $1 million (2020: $1 million) relating to other employee benefit obligations. Current service costs above do not include current service costs of $4 million (2020: $4 million) relating to other employee benefit obligations. During the year ended December 31, 2021, the Group and the Trustees of the UK schemes collaborated to implement a Bridging Pension Option for members on retirement around the starting level of pensions until the State Pension Age. This resulted in the recognition of a gain of $3 million within the income statement for the year ended December 31, 2021. During the year ended December 31, 2020, a past service credit of $8 million was recognized in relation to Germany schemes that were redesigned from a defined benefit scheme to a contribution orientated system. Plan assets comprise: At December 31, 2021 2021 2020 2020 $’m % $’m % Equities — — — — Target return funds 176 52 177 51 Bonds 105 31 102 29 Cash/other 57 17 71 20 338 100 350 100 The pension assets do not include any of the Group’s ordinary shares, other securities or other 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 fixed income government and non-government securities and real estate, as well as cash. Characteristics and associated risks 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, 2019, the Group elected to re-design its pension scheme in Germany, moving to a contribution orientated scheme. The U.K. pension plan is a trust-based U.K. funded final salary defined benefit scheme providing pensions and lump sum benefits to members and dependents. There is one pension plan in place relating to Ardagh Metal Beverage UK Limited and Ardagh Metal Beverage Trading UK Limited. It is closed to new entrants and was closed to future accrual effective December 31, 2018. For this plan, pensions are calculated either based on service to December 31, 2018, with members’ benefits based on earnings as at December 31, 2018, for those members who were still active at that date, or based on service to the earlier of retirement or leaving date for members who stopped accruing benefits prior to 31 December 2018 based on earnings as at retirement or leaving date. The U.K. pension plan is 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 U.K. pension plan is subject to the U.K. regulatory framework, the requirements of The Pensions Regulator and is subject to a statutory funding objective. Our North American business within our Americas segment sponsors a defined benefit pension plan as a single employer scheme which is subject to Federal law (“ERISA”), reflecting regulations issued by the Internal Revenue Service (“IRS”) and the U.S. Department of Labor. The North American 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. Prior to December 31, 2021 the North American plan was previously co-sponsored by Ardagh Glass Packaging North America. Following the outcome of the exchange offer launched on September 7, 2021 and as set out in note 1, common ownership fell below the 80% threshold as at the next test point December 31, 2021. Accordingly, the plans will be split out by September 30, 2022, which will crystalize a cash outflow of $26 million. 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: Germany UK U.S. 2021 2020 2021 2020 2021 2020 % % % % % % Rates of inflation 1.70 1.50 3.20 2.70 2.20 2.50 Rates of increase in salaries 2.50 2.50 2.60 2.00 3.00 3.00 Discount rates 1.16 1.05 1.90 1.50 3.04 2.55 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: Germany UK U.S. 2021 2020 2021 2020 2021 2020 Years Years Years Years Years Years Life expectancy, current pensioners 22 22 22 22 21 21 Life expectancy, future pensioners 25 25 23 23 22 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 $47 million (2020: $54 million). If the discount rate were to increase by 50 basis points, the carrying amount of the pension obligations would decrease by an estimated $41 million (2020: $47 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 $15 million (2020: $23 million). If the inflation rate were to increase by 50 basis points, the carrying amount of the pension obligations would increase by an estimated $16 million (2020: $24 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 $20 million (2020: $26 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 $21 million (2020: $27 million). The impact of increasing the life expectancy by one year would result in an increase in the net pension obligation of the Group of $14 million at December 31, 2021 (2020: $15 million), holding all other assumptions constant. The Group’s best estimate of contributions expected to be paid to defined benefit schemes in 2022 is approximately $1 million (2021: $1 million). The principal defined benefit schemes are described briefly below as of December 31: Europe Europe North UK Germany America Nature of the schemes Funded* Unfunded Funded 2021 Active members — 816 808 Deferred members 589 202 75 Pensioners including dependents 531 154 83 Weighted average duration (years) 18 19 20 2020 Active members — 856 829 Deferred members 808 195 58 Pensioners including dependents 475 121 59 Weighted average duration (years) 20 20 21 * Census data is updated every 3 years as part of the full valuation for purpose of the UK pension regulator. The expected total benefit payments over the next five years are: Subsequent 2022 2023 2024 2025 2026 five years $’m $’m $’m $’m $’m $’m Benefits 18 17 18 19 20 114 The Group also has defined contribution plans; the contribution expense associated with these plans for 2021 was $17 million (2020: $15 million; 2019: $13 million). The Group’s best estimate of the contributions expected to be paid to these plans in 2022 is $17 million (2021: $17 million). Other employee benefits Long term employee benefit obligations of $47 million (2020: $52 million) comprise amounts due to be paid under post-retirement medical schemes in North America, partial retirement contracts in Germany and other obligations to pay benefits primarily related to long service awards. |
Other liabilities and provision
Other liabilities and provisions | 12 Months Ended |
Dec. 31, 2021 | |
Other liabilities and provisions | |
Other liabilities and provisions | 21. Other liabilities and provisions At December 31, 2021 2020 $’m $’m Other liabilities Non-current 325 — Provisions Current 10 13 Non-current 18 20 353 33 Other liabilities As described in note 1 and resulting from the AMP Transfer, AGSA has a contingent right to receive up to 60.73 million Earnout Shares. The Earnout Shares are issuable by AMPSA to AGSA subject to attainment of certain stock price hurdles, with equal amounts of shares at $13, $15, $16.50, $18, and $19.50, respectively, over a five-year period from the 180th day following the closing of the Merger. In accordance with IAS 32 (Financial Instruments—Presentation), the arrangement has been assessed to determine whether the Earnout Shares represent a liability or an equity instrument. As the arrangement may result in AMPSA issuing a variable number of shares in the future, albeit capped at a total of 60.73 million shares, the Earnout Shares have, in accordance with the requirements of IAS 32, been recognized as a financial liability measured at fair value in the consolidated financial statements. A valuation assessment was performed for the purpose of determining the financial liability using a Monte Carlo simulation using key assumptions for: volatility (34%); risk-free rate; and traded closing AMPSA share price. The estimated valuation of the liability as of April 1 and December 31, 2021 were $284 million and $292 million, respectively. An increase or decrease in volatility of 5% would result in an increase or decrease in the liability as of December 31, 2021 of approximately $40 million. The initial recognition of the liability as of April 1, 2021, was reflected with a corresponding charge in other reserves. Any subsequent changes in the valuation have been reflected in net exceptional finance expense. As further outlined in note 1, all warrants previously exercisable for the purchase of shares in Gores Holdings V were converted into AMPSA warrants exercisable for the purchase of shares in AMPSA at an exercise price of $11.50 over a five-year period after closing of the Merger. In accordance with IAS 32, those warrants have been recognized as a financial liability measured at fair value in the consolidated financial statements. The estimated valuation of the liability as of August 4 and December 31, 2021 were $41 million and $33 million, respectively. The initial recognition of the liability as of August 4, was reflected as part of the exceptional $205 million costs of the service for the listing of the AMPSA shares discussed in note 24. Any subsequent changes in the valuation have been reflected in net exceptional finance expense. The warrants issued to former public shareholders of Gores Holdings V (“Public Warrants”) were valued using the traded closing prices of the Gores Holdings V warrants upon initial recognition on August 4, 2021 and subsequently of the AMPSA warrants, respectively. For the warrants issued to the former sponsors (“Private Warrants”) a valuation was performed for the purpose of determining the financial liability. The valuation applied a Black Scholes model, using key assumptions for volatility (34%) and risk-free rate. Any increase or decrease in volatility of 5% would result in an increase or decrease in the fair value of the Private Warrants of approximately $1 million. Provisions Total provisions $’m At January 1, 2020 17 Provided 23 Released (5) Paid (3) Exchange 1 At December 31, 2020 33 Provided 5 Released (5) Paid (3) Exchange (2) At December 31, 2021 28 Provisions relate mainly to probable environmental claims, customer quality claims and tax deferrals arising from the CARES Act. In addition to the aforementioned, provisions also includes non-current amounts in respect of annual, long term (three-year), cash bonus incentive programs for senior management of the Group, of approximately $14 million. Current amounts in respect of these long term incentive programs are included in trade and other payables. The provisions classified as current are expected to be paid in the next twelve months. The timing of non-current provisions is subject to uncertainty. |
Trade and other payables
Trade and other payables | 12 Months Ended |
Dec. 31, 2021 | |
Trade and other payables | |
Trade and other payables | 22. Trade and other payables At December 31, 2021 2020 Note $’m $’m Trade payables 1,006 646 Other payables and accruals including other tax and social security payable 240 195 Payables and accruals for exceptional items 15 2 Related party payables 25 9 — 1,270 843 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. Trade Payables Processing Certain of the Group’s suppliers have access to independent third-party payable processors. The processors allow suppliers, if they choose, to sell their receivables to financial institutions at the sole discretion of both the supplier and the financial institution. We have no involvement in the sale of these receivables and the suppliers are at liberty to use these arrangements if they wish to receive early payment. As the original liability to our suppliers, including amounts due and scheduled payment dates, remains as agreed in our supply agreements and is neither legally extinguished nor substantially modified, the Group continues to present such obligations within trade payables. |
Cash generated from operating a
Cash generated from operating activities | 12 Months Ended |
Dec. 31, 2021 | |
Cash flows from operating activities | |
Cash generated from operating activities | 23. Cash generated from operating activities Year ended December 31, 2021 2020 2019 $’m $’m $’m (Loss)/profit for the year (210) 111 (40) Income tax charge (note 7) 22 29 25 Net finance expense (note 6) 235 70 213 Depreciation and amortization (notes 10, 11) 343 315 290 Exceptional operating items (note 5) 272 20 15 Movement in working capital 16 7 102 Exceptional costs paid, including restructuring (67) (22) (7) Cash generated from operations 611 530 598 |
Other reserves
Other reserves | 12 Months Ended |
Dec. 31, 2021 | |
Other reserves, | |
Other reserves | 24. Other reserves Foreign currency Cash flow Cost of Total translation hedge hedging Other other reserve reserve reserve reserves reserves $’m $’m $’m $’m $’m January 1, 2019 9 (19) 2 — (8) Total other comprehensive income/(expense) for the year 1 (9) (2) — (10) Hedging losses transferred to cost of inventory — 14 — — 14 December 31, 2019 10 (14) — — (4) January 1, 2020 10 (14) — — (4) Total other comprehensive (expense)/income for the year (42) 9 — — (33) Hedging losses transferred to cost of inventory — 22 — — 22 December 31, 2020 (32) 17 — — (15) January 1, 2021 (32) 17 — — (15) Total other comprehensive income for the year pre AMP Transfer 14 41 — — 55 Hedging gains transferred to cost of inventory pre AMP Transfer — (6) — — (6) Capital contribution (note 19) — — — 113 113 AMP Transfer (1) — — — (5,924) (5,924) Business Combination (2) — — — 164 164 Total other comprehensive income for the period post AMP Transfer (10) 107 — — 97 Hedging gains transferred to cost of inventory post AMP Transfer — (77) — — (77) December 31, 2021 (28) 82 — (5,647) (5,593) (1) The AMP Transfer was accounted for as a capital reorganization as, prior to such transactions, AMPSA did not meet the definition of a business under IFRS 3 (Business Combination). Under a capital reorganization, the consolidated financial statements of AMPSA reflect the net assets transferred at pre-combination predecessor book values. The impact to other reserves has been calculated as follows: $’m Equity issued to AGSA (see note 17) 4,988 AMP Promissory Note (see note 19) 1,085 Cash payment (see cash flow statement) 574 Initial fair value of Earnout Shares (see note 21) 284 Total consideration given 6,931 Less aggregate carrying value of net assets acquired * (323) Impact from predecessor accounting 6,608 Non-cash capital contribution (see note 19) (814) Other reserves on AMP Transfer at date of reorganization 130 Total impact on other reserves 5,924 * Included within the carrying value of the net assets acquired is $1,741 million of related party borrowings, the settlement of which, together with the $574 million payment noted above, comprise the $2,315 million of cash paid to Ardagh as described in note 1. (2) Management exercised significant judgment when accounting for the Merger under IFRS 2. The difference in the fair value of equity instruments issued by AMPSA, over the fair value of identifiable net assets of Gores Holdings V (including the fair value of assumed Gores Public and Private Warrants of $41 million – see note 21) represents a service for listing of the shares in AMPSA and is accounted for as a share-based payment expense in accordance with IFRS 2. In accordance with IFRS 2, the increase in equity for equity-settled share-based payments are measured directly at the fair value of the goods or services received. Management has used the market value of the GHV equity and warrants as the basis for estimating the market value of the instruments to be issued by AMPSA as the GHV instruments (equity and warrants) were publicly traded at the time of the Merger. The cost of such service, which is a fully vested non-cash and non-recurring expense, is calculated as shown in the table below, using Gores Holdings V market prices as of August 4, 2021 (the “Closing Date”) for the Gores Holdings V Class A common stock to be exchanged for shares in AMPSA. Shares $’m Class A stockholders 30,175,827 Class F stockholders 9,843,750 Total shares to be issued to Gores Holdings V stockholders 40,019,577 Market value per share at the Closing Date $10.59 Fair value of shares to be issued to Gores Holdings V in consideration for combination 424 Net assets of Gores Holdings V at Closing Date (including fair value of assumed Public and Private Warrants as discussed in note 21) 219 Difference - being IFRS 2 cost for listing services 205 The cost for the listing service of $205 million has been presented as an exceptional item as outlined in note 5, with an offset in other reserves of $164 million and in other liabilities and provisions of $41 million (see note 21), respectively. |
Related party transactions and
Related party transactions and information | 12 Months Ended |
Dec. 31, 2021 | |
Related party transactions and information | |
Related party transactions and information | 25. Related party transactions and information (i) Interests of Paul Coulson As of February 22, 2022, the approval date of these financial statements, ARD Holdings S.A., the ultimate parent company of Ardagh Metal Packaging S.A. is controlled by Paul Coulson, our Chairman, who controls ARD Holdings S.A. as a result of his 19.24% stake in ARD Holdings S.A. and his 52.42% stake in Yeoman Capital S.A., which in turn owns 34.42% of the equity interests in ARD Holdings S.A. Other than 125,000 shares directly held by Mr. Coulson, he has no direct ownership in shares of AMPSA. However, based upon the definition of “beneficial owner” under U.S. securities laws, he may be deemed to have shared beneficial ownership of the shares of AMPSA held by Ardagh Group S.A. by virtue of his control of ARD Holdings S.A. and Ardagh Group S.A. (ii) Common directorships Paul Coulson, Shaun Murphy, Yves Elsen, John Sheehan, Hermanus Troskie, Oliver Graham, Abigail Blunt, The Rt. Hon. the Lord Hammond of Runnymede, Damien O’ Brien and Edward White who serve as directors on the board of Ardagh Metal Packaging S.A. also serve as directors on the board of AGSA. Paul Coulson, Shaun Murphy, Yves Elsen, John Sheehan and Hermanus Troskie who serve as directors on the board of Ardagh Metal Packaging S.A. also serve as directors on the board of ARD Holdings S.A.. Four of the ARD Holdings S.A. directors (Paul Coulson, Brendan Dowling, Gerald Moloney and Hermanus Troskie) also serve as directors in the Yeoman group of companies. (iii) Yeoman Capital S.A. At December 31, 2021, Yeoman Capital S.A. owned 34.42% of the ordinary shares of ARD Holdings S.A.. (iv) 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 and the Group’s executive leadership team during the reporting period. Key management include individuals who provide services to AMP while the related costs are fully borne by Ardagh Group. An allocation of the compensation attributable for these services is included below. The amount outstanding at year end was $2 million. Salaries and other short-term employee benefits related to key management for the year ended December 31, 2021, was $5 million. Post-employment benefits in the year ended December 31, 2021, was $nil. In addition, subsidiaries of Ardagh Group, which do not form part of the Group, incurred transaction-related and other compensation for key management during the year of $28 million. For the years ended December 31, 2020 and 2019, the key management personnel of Ardagh Group have controlled and directed the operations of the AMP Business as it was not managed separately. Payments to these personnel were primarily made by Ardagh Group which does not form part of the AMP Business. It is not possible to determine with certainty the charges that the AMP Business received for the mentioned key personnel, although a portion of the key management compensation was included in the corporate costs allocated to the AMP Business. (v) Pension scheme The pension schemes are related parties. For details of all transactions during the year, please see notes 5 and 20. (vi) Cyber Security Incident Indemnity with AGSA – see note 27. (vii) Services Agreement between AMPSA and AGSA – see note 1. A net charge of $33 million has been included in SGA expenses for the year ended December 31, 2021. (viii) The Business Combination Agreement and Transfer Agreement – see note 1. (ix) Issuance of Shares to AGSA – see note 17. (x) AMP Promissory Note – see note 19. (xi) Settlement of related party loans – see notes 5 and 19. (xii) Earnout Shares – see notes 1 and 21. (xiii) Derivative financial instruments – see note 19. (xiv) Other related party transactions – the table below reflects the following related party transactions recorded through invested capital in the three months ended March 31, 2021 and the years ended December 31, 2020 and 2019: For the period ended For the year ended March 31, December 31, 2021 2020 2019 $’m $’m $’m Net cash received from/(remitted to) Ardagh 206 (55) (54) Tax offset in invested capital (34) 8 (4) Other changes in intercompany balances 4 (2) — 176 (49) (58) Other changes in intercompany balances represent unsettled amounts between the Group and Ardagh in relation to the transactions listed above. With the exception of the balances outlined in (i) to (xiv) above, there are no material balances outstanding with related parties at December 31, 2021. (xv) Subsidiaries The following table provides information relating to our principal operating subsidiaries, all of which are wholly owned at December 31, 2021: Country of Company incorporation Ardagh Metal Beverage Manufacturing Austria GmbH Austria Ardagh Metal Beverage Trading Austria GmbH Austria Latas Indústria de Embalagens de Alumínio do Brasil Ltda. Brazil Ardagh Indústria de Embalagens de Metálicas do Brasil Ltda. Brazil Ardagh Metal Beverage Trading France SAS France Ardagh Metal Beverage France SAS France Ardagh Metal Beverage Germany GmbH Germany Ardagh Metal Beverage Trading Germany GmbH Germany Ardagh Metal Beverage Trading Netherlands B.V. Netherlands Ardagh Metal Beverage Netherlands B.V. Netherlands Ardagh Metal Beverage Trading Poland Sp. z o.o Poland Ardagh Metal Beverage Poland Sp. z o.o Poland Ardagh Metal Beverage Trading Spain SL Spain Ardagh Metal Beverage Spain SL Spain Ardagh Metal Beverage Europe GmbH Switzerland Ardagh Metal Beverage Trading UK Limited United Kingdom Ardagh Metal Beverage UK Limited United Kingdom Ardagh Metal Beverage USA Inc. United States A number of the above legal entities act as subsidiary guarantor for the debt of Ardagh Metal Packaging S.A. as of December 31, 2021. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Contingencies | |
Contingencies | 26. Contingencies Environmental issues The Group is regulated under various national and local environmental, occupational health and safety and other governmental laws and regulations relating to: ● the operation of installations for manufacturing of metal packaging and surface treatment using solvents; ● the generation, storage, handling, use and transportation of hazardous materials; ● the emission of substances and physical agents into the environment; ● the discharge of waste water and disposal of waste; ● the remediation of contamination; ● the design, characteristics, collection and recycling of its packaging products; and ● the manufacturing and servicing of machinery and equipment for the container metal packaging industry. The Group believes, based on current information that it is in substantial compliance with applicable environmental laws and regulations and permit requirements. It does not believe it will be required, under existing or anticipated future environmental laws and regulations, to expend amounts, over and above the amounts accrued, which will have a material effect on its business, financial condition or results of operations or cash flows. In addition, no material proceedings against the Group arising under environmental laws are pending. Legal matter The Group is involved in certain legal proceedings arising in the normal course of its business. The Group believes that none of these proceedings, either individually or in aggregate, are expected to have a material adverse effect on its business, financial condition, results of operations or cash flows. |
Other information
Other information | 12 Months Ended |
Dec. 31, 2021 | |
Other information | |
Other information | 27. Other information Cyber Security Incident On May 17, 2021, the Group announced that it had experienced a cyber security incident, the response to which included pro-actively shutting down certain IT systems and applications used by the business. Key systems were brought back online securely, in a phased manner and in line with our plan. Production at all of our manufacturing facilities continued to operate throughout this period, though we experienced some shipping delays as a result of this incident. We believe that our existing information technology control environment is appropriately robust and consistent with industry standards. However, we are reviewing our information technology roadmap and accelerating planned IT investments to further improve the effectiveness of our information security. We do not believe that our growth investment program has been impacted by this incident. The Group notified relevant authorities in relation to the exfiltration and dissemination of data which arose in connection with this incident. AMPSA entered into a letter agreement with AGSA, dated May 21, 2021, under which AGSA agreed to indemnify, defend and hold harmless the Company and its subsidiaries and their respective successors from and against any and all losses that could be anticipated to arise prior to December 31, 2021, resulting from this cyber security incident. During the year ended December 31, 2021, the Group incurred $31 million of losses and incremental costs related to this incident, including $26 million ($15 million in Europe and $11 million in Americas) of losses and incremental costs within adjusted EBITDA and $5 million of exceptional costs, all of which have been offset by income received and the associated indemnification receivable which was subsequently cash settled before December 31, 2021, under the aforementioned indemnification agreement with AGSA. |
Events after the reporting peri
Events after the reporting period | 12 Months Ended |
Dec. 31, 2021 | |
Events after the reporting period | |
Events after the reporting period | 28. Events after the reporting period There have been no events subsequent to December 31, 2021 which would require disclosure in this report. |
Company Financial Information
Company Financial Information | 12 Months Ended |
Dec. 31, 2021 | |
Company Financial Information | |
Company Financial Information | 29. 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 Ardagh Metal Packaging S.A. as presented in accordance with IFRS as issued by the IASB. The statement of comprehensive income and the statement of cash flows reflect the period since the date of incorporation on January 20, 2021 and hence no comparative periods have been presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with IFRS 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 company 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, 2021 €’m Non-current assets Investments in subsidiary undertakings 3,401 3,401 Current assets Amounts receivable from subsidiary undertakings 11 Other receivables and prepayments 2 13 Total assets 3,414 Equity attributable to owners of the parent Issued capital 6 Share premium 5,100 Other reserves (1,832) Retained earnings (148) Total equity 3,126 Non-current liabilities Amounts payable to related parties (iv) 258 Other liabilities (v) 30 288 Total liabilities 288 Total equity and liabilities 3,414 (ii) Statement of comprehensive income Year ended December 31, 2021 €’m Dividend income 46 Other external charges (1) Finance income 1 Profit before exceptional items 46 Exceptional operating costs (183) Exceptional finance costs (11) Loss before tax (148) Income tax — Loss and total comprehensive income for the year (148) (iii) Statement of cash flows Year ended December 31, 2021 €’m Cash flows from operating activities Cash used in operations (12) Net cash used in operating activities (12) Cash flows from investing activities Contribution to subsidiary undertaking (585) Net cash used in investing activities (585) Cash flows from financing activities Repayment of borrowings (11) Proceeds from share issuance 561 Dividends received 46 Net cash outflow from financing activities 596 Net decrease in cash and cash equivalents (1) Cash and cash equivalents at the beginning of the year — Exchange gains on cash and cash equivalents 1 Cash and cash equivalents at end of year — (iv) Amounts payable to related parties Amounts payable to related parties at December 31, 2021 relate to the Earnout Shares which are issuable by AMPSA to AGSA - see note 21 and 25. (v) Other liabilities Other liabilities relate to the Warrants – see note 21. (vi) Exceptional costs Exceptional operating costs of €183 million have been recognized in the year ended December 31, 2021, primarily relating to listing service expenses for AMPSA. Exceptional finance costs comprised of a net €11 million loss on movements in the fair market values and foreign currency on the Earnout Shares and Public and Private Warrants. (vii) Contribution to subsidiary undertaking During the year the Company made a capital contribution of €585 million to Ardagh Metal Packaging Holdings Sarl. (viii) Proceeds from share issuance During the year, PIPE Investors subscribed for and purchased shares of the Company for an aggregate cash amount of €585 million, offset by the payment of €24 million of directly attributable transaction costs related to the issuance of equity. (ix) Dividends received During the year the Company received a dividend of €46 million from its subsidiary Ardagh Metal Packaging Group S.A.. (x) Commitments and contingencies The Company has guaranteed certain liabilities of a number of its subsidiaries for the year ended December 31, 2021 including guarantees under Section 357 of the Irish Companies Act, 2014 and Section 264 of the German Commercial Code. Furthermore, the Company has assumed joined and several liability in accordance with Section 403, Book 2 of the Dutch Civil Code for the liabilities of a number of its Dutch subsidiaries. With exception of the above guarantees the Company had no commitments and contingencies at December 31, 2021. (xi) 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, 2021 2021 €’m $'m IFRS loss reconciliation: Parent only-IFRS equity (148) (176) Additional loss if subsidiaries had been accounted for using the equity method of accounting as opposed to cost (29) (34) Consolidated IFRS loss for the year (177) (210) At December 31, 2021 2021 €’m $'m IFRS equity reconciliation: Parent only-IFRS equity 3,126 3,541 Additional loss if subsidiaries had been accounted for using the equity method of accounting as opposed to cost (2,873) (3,255) Consolidated-IFRS equity 253 286 |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of significant accounting policies | |
Basis of preparation | 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: ● Private and Public Warrants and the Earnout Shares (see note 21); and ● 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. Basis of preparation prior to the AMP Transfer For the periods prior to the AMP Transfer, consolidated financial statements have been prepared on a carve-out basis from the consolidated financial statements of AGSA, to represent the financial position and performance of the AMP Business as if the AMP Business had existed on a stand-alone basis for the years ended December 31, 2020, 2019 and for the three months from January 1, 2021 to April 1, 2021, the date that the AMP Transfer occurred, for the audited consolidated income statement, statement of comprehensive income, statement of cash flows and as at December 31, 2020 for the audited consolidated statement of financial position. However, those consolidated financial statements are not necessarily indicative of the results that would have occurred if the AMP Business had been a stand-alone entity during the period presented. The consolidated financial statements have been prepared by aggregating the financial information from the entities as described in note 25, together with assets, liabilities, income and expenses that management has determined are specifically attributable to the AMP Business including related party borrowings, and direct and indirect costs and expenses related to the operations of the Business. The following summarizes the principles applied in preparing the consolidated financial statements: ● Controlled companies that are part of the AMP Business have been included in the consolidated financial statements, as further described in note 25. Goodwill, customer relationship intangible assets and fair value adjustments directly attributable to the acquisition of the controlled companies that are part of the AMP Business by Ardagh, have been included in the consolidated financial statements. No companies were acquired or disposed of during the financial periods prior to the AMP Transfer; ● The AMP Business did not in the past form a separate legal group and therefore it is not possible to show issued share capital or a full analysis of reserves. The net assets of the AMP Business are represented by the cumulative investment of Ardagh in the AMP Business, shown as invested capital; ● All intercompany balances, investments in subsidiaries and share capital within the AMP Business have been eliminated upon combination in the consolidated financial statements; ● All employee benefit obligations are directly attributable to the AMP Business and are obligations of the entities described in note 20; ● The AMP Business adopted IFRS 16 applying the simplified approach, with the right-of-use assets being calculated as if IFRS 16 had always been applied and the lease liabilities being calculated as the present value of expected remaining future lease payments, discounted at the AMP Business’ incremental borrowing rate as at January 1, 2018. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities recognized upon adoption of IFRS 16 was 5.0% . Upon adoption, the AMP Business has availed of the practical expedients to use hindsight in determining the lease term where the contract contains options to extend or terminate the lease and has also elected not to apply IFRS 16 to contracts that were not identified before as containing a lease under IAS 17 and IFRIC 4; ● Cumulative translation differences directly attributable to the controlled companies that are part of the AMP Business, have been allocated at the amounts included in Ardagh’s consolidated financial statements; ● Corporate center costs allocated by Ardagh, prior to the AMP Transfer, have been included in selling, general and administration (“SGA”) expenses ( $27 million and $22 million, respectively, for the years ended December 31, 2020 and 2019, and $9 million for the three months ended March 31, 2021). The Ardagh support provided to the AMP Business included stewardship by Ardagh senior management personnel and functional support in terms of typical corporate areas such as Group finance, legal and risk, in addition to, discrete support which was provided from centralized management activities such as HR, Sustainability and IT in order to complement and support the activities in these areas which existed within the AMP Business. The Ardagh corporate head office costs were allocated principally based on Adjusted EBITDA, with settlement of these costs recorded within invested capital. The allocations to the AMP Business reflected all the costs of doing business and Management believes that the allocations were reasonable and materially reflected what the expenses would have been on a stand-alone basis. These costs reflected the arrangements that existed in Ardagh and are not necessarily representative of costs that may arise in the future. In addition to these Ardagh corporate head office costs, shared divisional costs of $15 million attributable to the AMP Business, were incurred in the year ended 31 December 2019. In subsequent years, the activities associated with these shared divisional costs formed part of the Ardagh shared corporate head office costs attributable to the AMP Business, or were incurred specifically within the AMP Business; ● Tax charges and credits and balances in the consolidated financial statements have been calculated as if the AMP Business was a separate taxable entity using the separate return method. The tax charges and credits recorded in the consolidated income statement and tax balances recorded in the consolidated statement of financial position have been affected by the taxation arrangements within Ardagh and are not necessarily representative of the positions that may arise in the future. Differences between the tax charges and credits and balances in the consolidated financial statements, and the tax charges and credits and balances in the historical records of the AMP Business are included in invested capital; ● The AMP Business has its own treasury functional team with certain treasury and risk management functions being performed by a central treasury function, which includes cash pooling and similar arrangement between Ardagh and the AMP Business. Interest on related party borrowings and allocated costs and expenses as described below have generally been deemed to have been paid by the AMP Business to Ardagh in the month in which the costs were incurred. In addition, all external debt used to fund Ardagh’s operations is managed and held centrally. Related party borrowings to Ardagh, representing back-to-back agreements related to those components of the Ardagh Group’s corporate debt used to fund the initial acquisition of the AMP Business by Ardagh, is included in the consolidated financial statements reflecting the debt obligation and related interest costs of the Business. Any cash balances reflected on the consolidated financial statements are legally owned by the AMP Business. Ardagh has entered into certain derivative instruments with external counterparties on behalf of the AMP Business and on the back of those related-party derivatives between Ardagh and the AMP Business have been executed, the impact of which have been included in the consolidated financial statements; ● Other intercompany balances between Ardagh and the AMP Business with the exception of the related party borrowings discussed above are deemed to be long term funding in nature and did not remain a liability upon separation from Ardagh and hence have been presented as part of invested capital in the consolidated financial statements. Basis of preparation after the AMP Transfer |
Going concern | Going concern . |
Recent accounting pronouncements | Recently adopted accounting standards and changes in accounting policies Recent accounting pronouncements |
Basis of combination and consolidation | Basis of combination (for the periods prior to the AMP Transfer) (i) Controlled companies The companies included in these consolidated financial statements are all entities over which the AMP Business has control. The AMP Business 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 controlled companies by the AMP Business. 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. 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 or whenever indicators suggest that impairment may have occurred. 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”). (ii) 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. (iii) Transactions with Ardagh Any unsettled intercompany balances between the Group and Ardagh are presented as related party receivables or payables in the consolidated financial statement, within Trade and other receivables and Trade and other payables. Basis of consolidation (for the periods after the AMP Transfer) (i) Subsidiaries 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. Acquisition-related 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. Predecessor accounting is used to account for the transfer of a subsidiary in the form of a capital reorganization. Under predecessor accounting, the Group carries forward the predecessor carrying values of the acquired net assets and the liabilities assumed as previously reflected in the consolidated financial statements of Ardagh Group. The difference between the consideration given and the aggregate carrying value of the assets and the liabilities of the acquired entity at the date of the transaction is included in equity in other reserves. (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. (iv) Transactions with Ardagh Any unsettled intercompany balances between the Group and Ardagh are presented as related party receivables or payables in the consolidated financial statements, within Trade and other receivables and Trade and other payables. |
Foreign currency | 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. (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. (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 combination and goodwill | Business combination 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 or whenever indicators suggest that impairment may have occurred. 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 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. Management estimates the useful lives within the following ranges: Computer software 2 – 7 years Customer relationships 5 – 15 years Technology 5 – 15 years (i) Computer software 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. (iii) Technology 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 | Property, plant and equipment (i) Owned assets 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. (ii) Leased assets At the lease commencement date or the effective date of a lease modification, the Group recognizes a lease liability as the present value of expected future lease payments, discounted at the Group’s incremental borrowing rate unless the rate implicit in the lease is readily determinable, excluding any amounts which are variable based on the usage of the underlying asset and a right-of-use asset generally at the same amount plus any directly attributable costs. The incremental borrowing rate is the discount rate the Group would have to pay to borrow, over a similar term and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The Group combines lease and non-lease components and accounts for them as a single lease component with the exception of the dunnage asset class. Extension options or periods after termination options are considered by management if it is reasonably certain that the lease will be extended or not terminated. (iii) Subsequent costs 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 associated 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. (iv) Depreciation 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 – 20 years Dunnage and other 3 – 10 years Assets’ useful lives and residual values are adjusted, if appropriate, at each balance sheet date. |
Impairment of non-financial assets | 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 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 Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, borrowings, trade and other payables and the Private and Public Warrants as well as the Earnout Shares (see note 21). 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 Trade and other receivables are recognized initially at the transaction price 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. The Group uses estimates based on expected credit losses and current information in determining the level of debts for which an allowance for impairment is required. For all other trade receivables, the Group uses an allowance matrix to measure the expected credit loss, based on historical actual credit loss experiences, adjusted for forward-looking information. (ii) Securitized assets 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 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 borrowings during the periods prior to the AMP Transfer) 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 | 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 at each reporting date. 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 19. 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. (i) Cash flow hedges 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. |
Fair value measurement | Fair value measurement The Group measures derivative financial instruments 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 of valuation methods, significant estimates and assumptions (notes 19 and 20) ● Quantitative disclosures of fair value measurement hierarchy (note 19) ● Financial instruments (including those carried at amortized cost) (note 19) ● Private and Public Warrants and Earnout Shares (note 21) 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 | 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 and past service credits are recognized immediately in the consolidated income statement. (ii) 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. (iii) 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 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 | Revenue recognition Our products include metal containers primarily for the beverage markets with consumer-driven demand. In addition to metal containers, 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. A significant portion of our sales volumes are supplied under contracts which include input cost pass-through provisions. 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. 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 payment terms of the Group 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. 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 Group has concluded that it has such enforceable right to payment plus a reasonable margin once it receives an individual purchase order. Therefore, for such products that have no alternative use and where an enforceable right to payment exists, the Group will recognize revenue over time based on the units produced output method such that a portion of revenue, net of any related rebates and cash discounts, excluding sales or value added tax, will be recognized prior to the dispatch of goods 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. The Group often sells products with rebates and cash discounts based on cumulative sales over a period. Such rebate and cash discount consideration is only recognized when it is highly probable that it will not be subsequently reversed and is recognized using the most likely amount depending on the individual contractual terms. |
Exceptional items | 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, and other transaction-related 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, major litigation costs and settlements and impairments 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. |
Net finance expense | Net finance expense Periods prior to the AMP Transfer Net finance expense comprises interest expense on related party borrowings, interest costs on leases, net foreign currency translation gains or losses related to financing, net interest cost on net pension plan liabilities, 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 AMP Business 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. Periods after the AMP Transfer 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), related party borrowings, interest cost on leases, 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 Periods prior to the AMP Transfer 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 and 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, except for deferred income tax liabilities where the timing of the reversal of the temporary difference is controlled by the AMP Business 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. Differences between the tax charges and credits in the consolidated financial statements and the tax charges and credits in the historical records of the AMP Business are included as offset in invested capital. Periods after the AMP Transfer 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 | Segment reporting Periods prior to the AMP Transfer As described in note 1, the AMP Business has not historically operated as a separate stand-alone group and has been managed centrally by Ardagh. For the purposes of these consolidated financial statements, the AMP Business has two operating and reporting segments: Europe and Americas, with internal reporting provided on this basis to the Executive Committee of Ardagh, being its Chief Operating Decision Maker (“CODM”). The internal information supporting this segmental organization is used by the CODM to allocate resources and assess segmental performance. Periods after the AMP Transfer The Board and Chief Financial Officer have been identified as the Chief Operating Decision Maker (“CODM”) for the Group. Operating segments are identified on the basis of the internal reporting regularly provided to the Board in order to allocate resources to the segment and assess its performance. |
Critical accounting estimates, assumptions and judgments | 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. Please refer to the basis of preparation for details of the critical accounting estimates, assumptions and judgments exercised in preparing the combined financial statements. (i) Income taxes 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. Where uncertain tax treatments exist, the Group assesses whether it is probable that a tax authority will accept the uncertain tax treatment applied or proposed to be applied in its income tax filings. The Group assesses for each uncertain tax treatment whether it should be considered independently or whether some tax treatments should be considered together based on what the Group believes provides a better prediction of the resolution of the uncertainty. The Group considers whether it is probable that the relevant authority will accept each uncertain tax treatment, or group of uncertain tax treatments, assuming that the taxation authority with the right to examine any amounts reported to it will examine those amounts and will have full knowledge of all relevant information when doing so. The Group measures tax uncertainties using its best estimate of likely outcomes. This estimate relies on estimates and assumptions and may involve judgments about future events. Corporate activity including acquisitions, disposals and reorganizations such as those described in note 1 often create tax uncertainties. The Group has determined, with the benefit of opinions from external tax advisors and legal counsel, where appropriate, that it has provided for all taxation liabilities that are probable to arise from such activities. New information may become available that causes the Group to change its judgment regarding the adequacy of existing tax liabilities. Such changes could result in incremental tax liabilities which could have a material adverse effect on cash flows, financial condition and results of operations. Where the final tax outcome of these matters is different from the amounts that were originally estimated such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. (ii) 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 values its liabilities, with the assistance of professional actuaries, 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 20. (iii) Exceptional items 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. (iv) Business combinations, goodwill and similar transactions (for the periods after the AMP Transfer) For each transaction the Group will assess the accounting acquirer and acquiree and whether those parties meet the definition of a business under IFRS 3, which could involve significant judgments depending on the structure of the transaction. Goodwill only arises in business combinations, where both parties meet the definition of a business. 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. A transaction, where the accounting acquiree does not meet the definition of a business, is not a business combination under IFRS 3, but could be an asset acquisition or a share-based payment transaction under IFRS 2. In the latter case, the difference in the fair value of consideration given by the acquirer over the fair value of identifiable net assets of the acquiree represents a service and is accounted for as a share-based payment expense. In order to estimate such fair values management might need to apply a significant amount of judgment in respect of key assumptions underlying such calculations, as outlined in more detail in note 21 for the Private Warrants. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of significant accounting policies | |
Schedule of estimated useful lives of intangible assets | Computer software 2 – 7 years Customer relationships 5 – 15 years Technology 5 – 15 years |
Schedule of estimated useful lives of property and equipment | Buildings 30 – 40 years Plant and machinery 3 – 20 years Dunnage and other 3 – 10 years |
Segment analysis (Tables)
Segment analysis (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment analysis | |
Schedule of reconciliation of (loss)/profit for the year to Adjusted EBITDA | Year ended December 31, 2021 2020 2019 $’m $’m $’m (Loss)/profit for the year (210) 111 (40) Income tax charge (note 7) 22 29 25 Net finance expense (note 6) 235 70 213 Depreciation and amortization (notes 10, 11) 343 315 290 Exceptional operating items (note 5) 272 20 15 Adjusted EBITDA 662 545 503 |
Schedule of segment results | The segment results for the year ended December 31, 2021 are: Europe Americas Total $’m $’m $’m Revenue 1,838 2,217 4,055 Adjusted EBITDA 281 381 662 Capital expenditure 190 496 686 Segment assets 2,785 2,540 5,325 The segment results for the year ended December 31, 2020 are: Europe Americas Total $’m $’m $’m Revenue 1,599 1,852 3,451 Adjusted EBITDA 249 296 545 Capital expenditure 101 167 268 Segment assets 2,360 1,894 4,254 The segment results for the year ended December 31, 2019 are: Europe Americas Total $’m $’m $’m Revenue 1,556 1,788 3,344 Adjusted EBITDA 253 250 503 Capital expenditure 95 110 205 Segment assets 2,292 1,774 4,066 |
Schedule of revenue by geographic area | Year ended December 31, 2021 2020 2019 Revenue $’m $’m $’m U.S. 1,727 1,449 1,361 U.K 396 359 341 Brazil 439 352 370 |
Schedule of disaggregation of revenue | The following illustrates the disaggregation of revenue by destination for the year ended December 31, 2021: North Rest of the Europe America world Total $’m $’m $’m $’m Europe 1,824 5 9 1,838 Americas 1 1,772 444 2,217 Group 1,825 1,777 453 4,055 The following illustrates the disaggregation of revenue by destination for the year ended December 31, 2020: North Rest of the Europe America world Total $’m $’m $’m $’m Europe 1,581 3 15 1,599 Americas 1 1,499 352 1,852 Group 1,582 1,502 367 3,451 The following illustrates the disaggregation of revenue by destination for the year ended December 31, 2019: North Rest of the Europe America world Total $’m $’m $'m $'m Europe 1,541 5 10 1,556 Americas 2 1,413 373 1,788 Group 1,543 1,418 383 3,344 The following illustrates the disaggregation of revenue based on the timing of transfer of goods and services: Year ended December 31, 2021 2020 2019 $’m $’m $’m Over time 3,160 2,610 2,537 Point in time 895 841 807 Total 4,055 3,451 3,344 |
Exceptional items (Tables)
Exceptional items (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Exceptional Items | |
Schedule of exceptional items | Year ended December 31, 2021 2020 2019 $’m $’m $’m Start-up related costs 30 7 4 Exceptional items – cost of sales 30 7 4 Transaction-related and other costs 242 13 11 Exceptional items – SGA expenses 242 13 11 Exceptional finance expense 57 — 5 Exceptional items – finance expense 57 — 5 Exceptional income tax credit (note 7) (17) (14) (3) Total exceptional charge, net of tax 312 6 17 |
Net finance expense (Table)
Net finance expense (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Net finance expense | |
Schedule of net finance expense | Year ended December 31, 2021 2020 2019 $’m $’m $’m Senior Secured and Senior Notes 72 — — Interest on related party borrowings 43 146 170 Net pension interest cost (note 20) 3 3 4 Foreign currency translation losses/(gain) 49 (93) 20 Losses on derivative financial instruments — 5 2 Other net finance expense 11 9 12 Net finance expense before exceptional items 178 70 208 Exceptional finance expense (note 5) 57 — 5 Net finance expense 235 70 213 |
Income tax (Tables)
Income tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income tax | |
Schedule of Income tax | Year ended December 31, 2021 2020 2019 $’m $’m $’m Current tax: Current tax for the year 17 55 32 Adjustments in respect of prior years (3) (24) 6 Total current tax 14 31 38 Deferred tax: Deferred tax for the year 4 (11) (12) Adjustments in respect of prior years 4 9 (1) Total deferred tax 8 (2) (13) Income tax charge 22 29 25 |
Schedule of Reconciliation of income tax charge and the profit/(loss) before tax | Year ended December 31, 2021 2020 2019 $’m $’m $’m (Loss)/profit before tax (188) 140 (15) (Loss)/profit before tax multiplied by the standard rate of Luxembourg corporation tax: 24.94% (2020: 24.94%; 2019: 24.94%) (47) 35 (4) Tax losses for which no deferred income tax asset was recognized 3 — — Re-measurement of deferred taxes 9 — (2) Adjustment in respect of prior years 1 (15) 5 Income subject to state and other local income taxes 9 3 6 Income taxed at rates other than standard tax rates 11 (3) 4 Non-deductible and other items 36 9 16 Income tax charge 22 29 25 |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings per share | |
Schedule of basic earnings per share | Year ended 31 December, 2021 2020 2019 $'m $'m $'m (Loss)/profit attributable to equity holders (210) 111 (40) Weighted average number of common shares for EPS (millions) 538.8 493.8 493.8 (Loss)/earnings per share $ (0.39) $ 0.22 $ (0.08) |
Employee costs (Tables)
Employee costs (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Employee costs | |
Schedule of Employee costs | Year ended December 31, 2021 2020 2019 $’m $’m $’m Wages and salaries 345 338 293 Social security costs 82 74 75 Defined benefit plan pension costs (note 20) 12 7 (3) Defined contribution plan pension costs (note 20) 17 15 13 Group employee costs 456 434 378 |
Schedule of Employees | At December 31, Employees 2021 2020 2019 Europe 3,196 2,938 2,847 Americas 2,565 1,937 1,809 Group 5,761 4,875 4,656 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible assets. | |
Schedule of intangibles | Customer Technology Goodwill relationships and other Software Total $’m $’m $’m $’m $’m Cost At January 1, 2020 1,003 1,392 40 23 2,458 Additions — — 2 3 5 Exchange 52 72 — 2 126 At December 31, 2020 1,055 1,464 42 28 2,589 Amortization At January 1, 2020 (483) (25) (13) (521) Charge for the year (138) (8) (3) (149) Exchange (33) (1) (1) (35) At December 31, 2020 (654) (34) (17) (705) Net book value At December 31, 2020 1,055 810 8 11 1,884 Cost At January 1, 2021 1,055 1,464 42 28 2,589 Additions — — 6 2 8 Acquisition 3 — — — 3 Transfers — — (2) 2 — Disposal — — (2) (1) (3) Exchange (48) (64) (2) — (114) At December 31, 2021 1,010 1,400 42 31 2,483 Amortization At January 1, 2021 (654) (34) (17) (705) Charge for the year (143) (4) (4) (151) Exchange 33 1 1 35 At December 31, 2021 (764) (37) (20) (821) Net book value At December 31, 2021 1,010 636 5 11 1,662 |
Schedule of allocation of goodwill | At December 31, 2021 2020 $’m $’m Europe 570 618 Americas 440 437 Total Goodwill 1,010 1,055 |
Property, Plant and equipment (
Property, Plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, plant and equipment | |
Schedule of property, plant and equipment | Plant, Land and machinery Dunnage buildings and other and other Total $’m $’m $’m $’m Cost At January 1, 2020 331 1,048 109 1,488 Additions 41 231 13 285 Disposals (2) (21) (1) (24) Exchange 16 40 5 61 At December 31, 2020 386 1,298 126 1,810 Depreciation At January 1, 2020 (69) (306) (37) (412) Charge for the year (39) (110) (17) (166) Disposals — 21 1 22 Exchange (4) (15) (3) (22) At December 31, 2020 (112) (410) (56) (578) Net book value At December 31, 2020 274 888 70 1,232 Cost At January 1, 2021 386 1,298 126 1,810 Additions 74 744 21 839 Acquisition (note 10) 1 7 — 8 Disposals (7) (11) (5) (23) Exchange (15) (48) (4) (67) At December 31, 2021 439 1,990 138 2,567 Depreciation At January 1, 2021 (112) (410) (56) (578) Charge for the year (47) (129) (16) (192) Disposals 5 11 4 20 Exchange 6 16 3 25 At December 31, 2021 (148) (512) (65) (725) Net book value At December 31, 2021 291 1,478 73 1,842 |
Schedule of right-of use assets | Plant, Dunnage Land and machinery and buildings and other other Total Net book value At December 31, $’m $’m $’m $’m 2021 71 67 41 179 2020 76 6 45 127 |
Schedule of capital commitments | At December 31, 2021 2020 2019 $’m $’m $’m Contracted for 452 115 52 Not contracted for 181 218 51 633 333 103 |
Deferred income tax (Tables)
Deferred income tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred income tax | |
Schedule of movement in deferred tax assets and liabilities | Assets Liabilities Total $’m $’m $’m At January 1, 2019 121 (258) (137) (Charged)/credited to the income statement (note 7) (7) 20 13 Credited to other comprehensive income 9 2 11 Exchange — 1 1 At December 31, 2019 123 (235) (112) Credited/(charged) to the income statement (note 7) 5 (3) 2 Credited to other comprehensive income — — — Exchange 7 (12) (5) At December 31, 2020 135 (250) (115) Credited/(charged) to the income statement (note 7) 14 (22) (8) Charged to other comprehensive income (5) (12) (17) Exchange (6) 10 4 At December 31, 2021 138 (274) (136) |
Schedule of components of deferred tax assets and liabilities | At December 31, 2021 2020 $’m $’m Tax losses 10 3 Employee benefit obligations 40 46 Depreciation timing differences 54 52 Provisions 23 22 Other 11 12 138 135 Available for offset (67) (47) Deferred tax assets 71 88 Intangible assets (128) (159) Accelerated depreciation and other fair value adjustments (96) (66) Other (50) (25) (274) (250) Available for offset 67 47 Deferred tax liabilities (207) (203) |
Schedule of Tax credit recognized in income statement | Year ended December 31, 2021 2020 2019 $’m $’m $’m Tax losses 7 (3) (1) Employee benefit obligations 2 (6) — Depreciation timing differences 4 — — Provisions 2 5 (3) Other deferred tax assets (1) 9 (3) Intangible assets 22 18 19 Accelerated depreciation and other fair value adjustments (31) (19) (7) Other deferred tax liabilities (13) (2) 8 (8) 2 13 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventories | |
Schedule of inventories | At December 31, 2021 2020 $’m $’m Raw materials and consumables 268 157 Work-in-progress 6 5 Finished goods 133 88 407 250 |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Trade and other receivables | |
Schedule of trade, other current receivables and prepayments | At December 31, 2021 2020 Note $’m $’m Trade receivables 334 244 Other receivables and prepayments 167 124 Related party receivables 25 11 — 512 368 |
Schedule of movements on the provision for impairment of current trade receivables | 2021 2020 $'m $'m At January 1, 8 3 Provision for receivables impairment — 7 Receivables written off during the year as uncollectible (1) (2) At December 31, 7 8 |
Schedule of ageing analysis of trade receivables past due but not impaired | At 31 December, 2021 2020 $'m $'m Up to three months past due 15 5 Three to six months past due 1 2 Over six months past due 2 — 18 7 |
Contract assets (Tables)
Contract assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Contract assets | |
Explanation of significant changes in contract assets and contract liabilities [text block] | 2021 2020 $’m $’m At January 1, 139 151 Transfers from contract assets recognized at beginning of year to receivables (137) (148) Increases as a result of new contract assets recognized during the year 185 133 Other (including exchange) (5) 3 Balance as at December 31, 182 139 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and cash equivalents | |
Schedule of cash and cash equivalents | At December 31, 2021 2020 $’m $’m Cash at bank and in hand 432 254 Short term bank deposits 28 — Restricted cash 3 3 463 257 |
Issued capital and share prem_2
Issued capital and share premium (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Issued capital and share premium | |
Schedule of share capital and share premium | Total shares (par value € 0.01 ) Share capital Share premium (million) $'m $'m At December 31, 2020 – – – Share issuance 603 7 5,992 At December 31, 2021 603 7 5,992 |
Financial assets and liabilit_2
Financial assets and liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financial assets and liabilities | |
Schedule of business net debt | The Group’s net debt was as follows: At December 31, 2021 2020 $’m $’m Loan notes 2,690 — Related party borrowings — 2,690 Other borrowings 197 145 Net borrowings 2,887 2,835 Cash and cash equivalents (463) (257) Net debt 2,424 2,578 At December 31, 2021, the Group’s net debt and available liquidity was as follows: Maximum Final amount maturity Facility Available Facility Currency drawable date type Amount drawn liquidity Local Local currency currency $'m $'m m m 2.000% Senior Secured Notes EUR 450 01-Sep-28 Bullet 450 510 – 3.250% Senior Secured Notes USD 600 01-Sep-28 Bullet 600 600 – 3.000% Senior Notes EUR 500 01-Sep-29 Bullet 500 566 – 4.000% Senior Notes USD 1,050 01-Sep-29 Bullet 1,050 1,050 – Global Asset Based Loan Facility USD 325 06-Aug-26 Revolving – – 325 Lease obligations Various – – Amortizing – 182 – Other borrowings Various – Rolling Amortizing – 19 – Total borrowings 2,927 325 Deferred debt issue costs (40) – Net borrowings 2,887 325 Cash and cash equivalents (463) 463 Net debt / available liquidity 2,424 788 At December 31, 2020 the Group’s net debt and available liquidity was as follows: Amount Available Facility drawn liquidity $'m $'m Related party borrowings 2,690 — Lease obligations 136 — Other borrowings 9 — Net borrowings 2,835 — Cash and cash equivalents (257) 257 Net debt / available liquidity 2,578 257 |
Schedule of business movement in net debt | At December 31, 2021 2020 $’m $’m Net (increase)/decrease in cash and cash equivalents per consolidated statement of cash flows* (206) 27 Increase in net borrowings 52 55 (Decrease)/increase in net debt (154) 82 Net debt at January 1, 2,578 2,496 Net debt at December 31, 2,424 2,578 * Includes exchange (loss)/gain on cash and cash equivalents |
Schedule of maturity analysis of borrowings | At December 31, 2021 2020 $’m $’m Within one year or on demand 56 42 Between one and two years 55 46 Between two and five years 59 2,055 Greater than five years 2,757 692 Total borrowings 2,927 2,835 Deferred debt issue costs (40) — Net borrowings 2,887 2,835 |
Schedule of contracted undiscounted cash flows of lease liabilities | At December 31, 2021 2020 $’m $’m Not later than one year 50 37 Later than one year and not later than five years 127 78 Later than five years 36 50 213 165 |
Schedule of contracted undiscounted cash flows of financial liabilities | Derivative Total financial Trade borrowings instruments payables At 31 December, 2021 $’m $’m $’m Within one year or on demand 152 10 1,204 Between one and two years 242 2 — Between two and five years 243 — — Greater than five years 2,973 — — Derivative Total financial Trade borrowings instruments payables At 31 December, 2020 $’m $’m $’m Within one year or on demand 200 12 768 Between one and two years 359 2 — Between two and five years 2,345 — — Greater than five years 718 — — |
Schedule of carrying value and fair value of the related party | Carrying value Amount Deferred debt drawn issue costs Total Fair value At December 31, 2021 $'m $'m $'m $'m Loan notes 2,726 (36) 2,690 2,682 Other borrowings 19 (4) 15 19 2,745 (40) 2,705 2,701 Carrying value Amount Deferred debt drawn issue costs Total Fair value At December 31, 2020 $'m $'m $'m $'m Related party borrowings 2,690 — 2,690 2,763 Other borrowings 9 — 9 9 2,699 — 2,699 2,772 |
Schedule of effective interest rates of financial liabilities and lease liabilities | 2021 USD EUR 2.000% Senior Secured Notes due 2028 2.30% 3.250% Senior Secured Notes due 2028 3.58% 3.000% Senior Notes due 2029 3.28% 4.000% Senior Notes due 2029 4.31% 2021 2020 Various Currencies Lease obligations 4.55% 4.79% |
Schedule of net borrowings | At December 31, 2021 2020 $’m $’m Euro 1,115 609 U.S. dollar 1,745 1,830 GBP 15 379 Other 12 17 2,887 2,835 |
Schedule of maturity analysis of financial liabilities | At December 31, 2021 2020 $'m $'m Expiring beyond one year 325 — 325 — |
Summary of derivative financial instruments | Assets Liabilities Total Contractual Fair Fair or notional values values amounts $’m $’m $’m Fair Value Derivatives Metal forward contracts 100 2 281 Forward foreign exchange contracts 3 10 1,176 NYMEX gas swaps 1 — 3 At December 31, 2021 104 12 1,460 Assets Liabilities Total Contractual Fair Fair or notional values values amounts $’m $’m $’m Fair Value Derivatives Metal forward contracts 29 6 346 Forward foreign exchange contracts 3 8 317 NYMEX gas swaps — — 6 At December 31, 2020 32 14 669 |
Employee benefit obligations (T
Employee benefit obligations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Employee benefit obligations. | |
Summary of employee obligations and assets of the defined benefit schemes included in the combined statement of financial position | Germany UK* U.S and Other** Total 2021 2020 2021 2020 2021 2020 2021 2020 $'m $'m $'m $'m $'m $'m $'m $'m Obligations (138) (142) (249) (295) (82) (80) (469) (517) Assets — — 327 341 11 9 338 350 Net obligations (138) (142) 78 46 (71) (71) (131) (167) * The net employee benefit asset in the UK as at December 31, 2021 is included within non-current assets on the statement of financial position (2020: included on a net basis within non-current liabilities). ** Net obligation of ‘Other’ at December 31, 2021; $8 million, 2020; $9 million. |
Summary of amounts recognized in the combined income statement | Year ended December 31, 2021 2020 2019 $’m $’m $’m Current service cost and administration costs: Cost of sales – current service cost (note 9) (13) (12) (12) Cost of sales – past service credit (note 9) 4 8 17 SGA – current service cost (note 9) (3) (3) (2) (12) (7) 3 Finance expense (note 6) (3) (3) (4) (15) (10) (1) |
Summary of amounts recognized in the combined statement of comprehensive income | Year ended December 31, 2021 2020 2019 $’m $’m $’m Re-measurement of defined benefit obligation: Actuarial gain/(loss) arising from changes in demographic assumptions 6 (2) (7) Actuarial gain/(loss) arising from changes in financial assumptions 9 (51) (55) Actuarial gain/(loss) arising from changes in experience 5 2 (13) 20 (51) (75) Re-measurement of plan assets: Actual return less expected return on plan assets 8 34 34 Actuarial gain/(loss) for the year on defined benefit pension schemes 28 (17) (41) Actuarial gain/(loss) on other long term and end of service employee benefits 5 (4) (4) 33 (21) (45) |
Summary of movement in the defined benefit obligations and assets | Obligations Assets 2021 2020 2021 2020 $’m $’m $’m $’m At January 1, (517) (461) 350 323 Interest income — — 5 6 Loan forgiveness (note 5) 4 — — — Current service cost (11) (11) — — Past service credit 4 8 — — Interest cost (7) (8) — — Re-measurements 20 (51) 8 34 Employer contributions — — 2 5 Employee contributions (1) (1) 1 1 Benefits paid 24 31 (24) (31) Exchange 15 (24) (4) 12 At December 31, (469) (517) 338 350 |
Summary of plan assets | At December 31, 2021 2021 2020 2020 $’m % $’m % Equities — — — — Target return funds 176 52 177 51 Bonds 105 31 102 29 Cash/other 57 17 71 20 338 100 350 100 |
Summary of ranges of the principal assumptions applied in estimating defined benefit obligations | Germany UK U.S. 2021 2020 2021 2020 2021 2020 % % % % % % Rates of inflation 1.70 1.50 3.20 2.70 2.20 2.50 Rates of increase in salaries 2.50 2.50 2.60 2.00 3.00 3.00 Discount rates 1.16 1.05 1.90 1.50 3.04 2.55 |
Summary of mortality assumptions for the countries with the most significant defined benefit plans | Germany UK U.S. 2021 2020 2021 2020 2021 2020 Years Years Years Years Years Years Life expectancy, current pensioners 22 22 22 22 21 21 Life expectancy, future pensioners 25 25 23 23 22 22 |
Summary of principal defined benefit schemes | Europe Europe North UK Germany America Nature of the schemes Funded* Unfunded Funded 2021 Active members — 816 808 Deferred members 589 202 75 Pensioners including dependents 531 154 83 Weighted average duration (years) 18 19 20 2020 Active members — 856 829 Deferred members 808 195 58 Pensioners including dependents 475 121 59 Weighted average duration (years) 20 20 21 * Census data is updated every 3 years as part of the full valuation for purpose of the UK pension regulator. |
Summary of expected total benefit payments over the next five years | Subsequent 2022 2023 2024 2025 2026 five years $’m $’m $’m $’m $’m $’m Benefits 18 17 18 19 20 114 |
Other liabilities and provisi_2
Other liabilities and provisions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other liabilities and provisions | |
Schedule of other liabilities and provisions | At December 31, 2021 2020 $’m $’m Other liabilities Non-current 325 — Provisions Current 10 13 Non-current 18 20 353 33 |
Summary of provisions | Total provisions $’m At January 1, 2020 17 Provided 23 Released (5) Paid (3) Exchange 1 At December 31, 2020 33 Provided 5 Released (5) Paid (3) Exchange (2) At December 31, 2021 28 |
Trade and other payables (Table
Trade and other payables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Trade and other payables | |
Summary of trade and other payables | At December 31, 2021 2020 Note $’m $’m Trade payables 1,006 646 Other payables and accruals including other tax and social security payable 240 195 Payables and accruals for exceptional items 15 2 Related party payables 25 9 — 1,270 843 |
Cash generated from operating_2
Cash generated from operating activities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash flows from operating activities | |
Summary of cash generated from operating activities | Year ended December 31, 2021 2020 2019 $’m $’m $’m (Loss)/profit for the year (210) 111 (40) Income tax charge (note 7) 22 29 25 Net finance expense (note 6) 235 70 213 Depreciation and amortization (notes 10, 11) 343 315 290 Exceptional operating items (note 5) 272 20 15 Movement in working capital 16 7 102 Exceptional costs paid, including restructuring (67) (22) (7) Cash generated from operations 611 530 598 |
Other reserves (Tables)
Other reserves (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other reserves, | |
Summary of other reserves | Foreign currency Cash flow Cost of Total translation hedge hedging Other other reserve reserve reserve reserves reserves $’m $’m $’m $’m $’m January 1, 2019 9 (19) 2 — (8) Total other comprehensive income/(expense) for the year 1 (9) (2) — (10) Hedging losses transferred to cost of inventory — 14 — — 14 December 31, 2019 10 (14) — — (4) January 1, 2020 10 (14) — — (4) Total other comprehensive (expense)/income for the year (42) 9 — — (33) Hedging losses transferred to cost of inventory — 22 — — 22 December 31, 2020 (32) 17 — — (15) January 1, 2021 (32) 17 — — (15) Total other comprehensive income for the year pre AMP Transfer 14 41 — — 55 Hedging gains transferred to cost of inventory pre AMP Transfer — (6) — — (6) Capital contribution (note 19) — — — 113 113 AMP Transfer (1) — — — (5,924) (5,924) Business Combination (2) — — — 164 164 Total other comprehensive income for the period post AMP Transfer (10) 107 — — 97 Hedging gains transferred to cost of inventory post AMP Transfer — (77) — — (77) December 31, 2021 (28) 82 — (5,647) (5,593) |
Schedule of Impact on other reserves | $’m Equity issued to AGSA (see note 17) 4,988 AMP Promissory Note (see note 19) 1,085 Cash payment (see cash flow statement) 574 Initial fair value of Earnout Shares (see note 21) 284 Total consideration given 6,931 Less aggregate carrying value of net assets acquired * (323) Impact from predecessor accounting 6,608 Non-cash capital contribution (see note 19) (814) Other reserves on AMP Transfer at date of reorganization 130 Total impact on other reserves 5,924 |
Schedule of equity and warrants to issued or exchanged and cost for listing services | Shares $’m Class A stockholders 30,175,827 Class F stockholders 9,843,750 Total shares to be issued to Gores Holdings V stockholders 40,019,577 Market value per share at the Closing Date $10.59 Fair value of shares to be issued to Gores Holdings V in consideration for combination 424 Net assets of Gores Holdings V at Closing Date (including fair value of assumed Public and Private Warrants as discussed in note 21) 219 Difference - being IFRS 2 cost for listing services 205 |
Related party transactions an_2
Related party transactions and information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related party transactions and information | |
Summary of other related party transactions | For the period ended For the year ended March 31, December 31, 2021 2020 2019 $’m $’m $’m Net cash received from/(remitted to) Ardagh 206 (55) (54) Tax offset in invested capital (34) 8 (4) Other changes in intercompany balances 4 (2) — 176 (49) (58) |
Schedule of wholly owned operating subsidiaries | Country of Company incorporation Ardagh Metal Beverage Manufacturing Austria GmbH Austria Ardagh Metal Beverage Trading Austria GmbH Austria Latas Indústria de Embalagens de Alumínio do Brasil Ltda. Brazil Ardagh Indústria de Embalagens de Metálicas do Brasil Ltda. Brazil Ardagh Metal Beverage Trading France SAS France Ardagh Metal Beverage France SAS France Ardagh Metal Beverage Germany GmbH Germany Ardagh Metal Beverage Trading Germany GmbH Germany Ardagh Metal Beverage Trading Netherlands B.V. Netherlands Ardagh Metal Beverage Netherlands B.V. Netherlands Ardagh Metal Beverage Trading Poland Sp. z o.o Poland Ardagh Metal Beverage Poland Sp. z o.o Poland Ardagh Metal Beverage Trading Spain SL Spain Ardagh Metal Beverage Spain SL Spain Ardagh Metal Beverage Europe GmbH Switzerland Ardagh Metal Beverage Trading UK Limited United Kingdom Ardagh Metal Beverage UK Limited United Kingdom Ardagh Metal Beverage USA Inc. United States |
Company Financial Information (
Company Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Company Financial Information | |
Schedule of statement of financial position | At December 31, 2021 €’m Non-current assets Investments in subsidiary undertakings 3,401 3,401 Current assets Amounts receivable from subsidiary undertakings 11 Other receivables and prepayments 2 13 Total assets 3,414 Equity attributable to owners of the parent Issued capital 6 Share premium 5,100 Other reserves (1,832) Retained earnings (148) Total equity 3,126 Non-current liabilities Amounts payable to related parties (iv) 258 Other liabilities (v) 30 288 Total liabilities 288 Total equity and liabilities 3,414 |
Schedule of statement of comprehensive income | Year ended December 31, 2021 €’m Dividend income 46 Other external charges (1) Finance income 1 Profit before exceptional items 46 Exceptional operating costs (183) Exceptional finance costs (11) Loss before tax (148) Income tax — Loss and total comprehensive income for the year (148) |
Schedule of statement of cash flows | Year ended December 31, 2021 €’m Cash flows from operating activities Cash used in operations (12) Net cash used in operating activities (12) Cash flows from investing activities Contribution to subsidiary undertaking (585) Net cash used in investing activities (585) Cash flows from financing activities Repayment of borrowings (11) Proceeds from share issuance 561 Dividends received 46 Net cash outflow from financing activities 596 Net decrease in cash and cash equivalents (1) Cash and cash equivalents at the beginning of the year — Exchange gains on cash and cash equivalents 1 Cash and cash equivalents at end of year — |
Schedule of parent only financial information | Year ended December 31, 2021 2021 €’m $'m IFRS loss reconciliation: Parent only-IFRS equity (148) (176) Additional loss if subsidiaries had been accounted for using the equity method of accounting as opposed to cost (29) (34) Consolidated IFRS loss for the year (177) (210) At December 31, 2021 2021 €’m $'m IFRS equity reconciliation: Parent only-IFRS equity 3,126 3,541 Additional loss if subsidiaries had been accounted for using the equity method of accounting as opposed to cost (2,873) (3,255) Consolidated-IFRS equity 253 286 |
General information (Details)
General information (Details) $ / shares in Units, € in Millions, $ in Millions | Sep. 07, 2021shares | Aug. 04, 2021USD ($)$ / sharesshares | Apr. 01, 2021USD ($)shares | Mar. 12, 2021USD ($)issuer | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021 | Dec. 31, 2021facility | Dec. 31, 2021employee | Sep. 29, 2021USD ($) | Aug. 06, 2021USD ($) | Mar. 12, 2021EUR (€) |
Disclosure of transactions between related parties [line items] | |||||||||||||
Number of affiliate co-Issuers of Senior Secured Notes | issuer | 2 | ||||||||||||
Borrowings | $ 2,887 | $ 2,835 | |||||||||||
Cash transferred | 2,315 | ||||||||||||
Equity interests of acquirer | 4,988 | ||||||||||||
Number of production facilities operated | facility | 24 | ||||||||||||
Number of employees | 4,875 | 4,656 | 5,761 | 5,800 | |||||||||
Revenue from contracts with customers | 4,055 | $ 3,451 | $ 3,344 | ||||||||||
Services received, related party transactions | 33 | ||||||||||||
AGSA | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Conversion of stock, shares converted | shares | 2.5 | ||||||||||||
Conversion of stock, shares converted, percentage | 84.00% | ||||||||||||
Percentage of public float by parent | 25.00% | ||||||||||||
AGSA | AMPSA | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Proportion of ownership interest in subsidiary | 75.00% | 82.00% | |||||||||||
2022 | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Services to be received, related party transactions | 38 | ||||||||||||
2023 | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Services to be received, related party transactions | 39 | ||||||||||||
2023 | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Services to be received, related party transactions | $ 39 | ||||||||||||
AMPSA | AGSA | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Cash transferred | $ 2,315 | ||||||||||||
Equity interests of acquirer | $ 1,000 | ||||||||||||
AMPSA | AGSA | Maximum | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Number of additional shares which can be received upon achievement of certain stock price hurdles performance measures | shares | 60,730,000 | ||||||||||||
Private placement | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Number of shares issued | shares | 118,326,847 | ||||||||||||
Private placement | Pipe investors | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Number of shares issued | shares | 9,500,000 | ||||||||||||
Aggregate purchase price | $ 695 | $ 695 | |||||||||||
Purchase price per share | $ / shares | $ 10 | ||||||||||||
Private placement | Spac shareholders and sponsors | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Aggregate purchase price | 259 | ||||||||||||
2.000% Senior Secured Notes due 2028 | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Stated interest rate | 2.00% | 2.00% | 2.00% | ||||||||||
3.250% Senior Secured Notes due 2028 | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Stated interest rate | 3.25% | 3.25% | 3.25% | ||||||||||
3.000% Senior Secured Notes due 2029 | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Stated interest rate | 3.00% | 3.00% | 3.00% | ||||||||||
4.000% Senior Secured Notes due 2029 | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Stated interest rate | 4.00% | 4.00% | 4.00% | ||||||||||
AMP Promissory Note | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Borrowings | $ 1,085 | 1,042 | |||||||||||
Global Asset Based Loan Facility | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Maximum amount drawable | $ 325 | $ 325 | $ 300 | ||||||||||
Entities with joint control or significant influence over entity | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Borrowings | $ 2,800 | ||||||||||||
Entities with joint control or significant influence over entity | 2.000% Senior Secured Notes due 2028 | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Borrowings | € | € 450 | ||||||||||||
Stated interest rate | 2.00% | 2.00% | |||||||||||
Entities with joint control or significant influence over entity | 3.250% Senior Secured Notes due 2028 | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Borrowings | $ 600 | ||||||||||||
Stated interest rate | 3.25% | 3.25% | |||||||||||
Entities with joint control or significant influence over entity | 3.000% Senior Secured Notes due 2029 | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Borrowings | € | € 500 | ||||||||||||
Stated interest rate | 3.00% | 3.00% | |||||||||||
Entities with joint control or significant influence over entity | 4.000% Senior Secured Notes due 2029 | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Borrowings | $ 1,050 | ||||||||||||
Stated interest rate | 4.00% | 4.00% | |||||||||||
AGSA | |||||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||||
Number of shares issued | shares | 484,956,250 | ||||||||||||
Aggregate purchase price | $ 4,988 |
Summary of significant accoun_4
Summary of significant accounting policies (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021USD ($) | Dec. 31, 2021segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2018 | |
Summary of significant accounting policies | |||||
Weighted average lessee's incremental borrowing rate | 5.00% | ||||
Allocated corporate center costs | $ | $ 9 | $ 27 | $ 22 | ||
Shared divisional costs | $ | $ 15 | ||||
Number of operating segments | segment | 2 | ||||
Number of reportable segments | segment | 2 |
Summary of significant accoun_5
Summary of significant accounting policies1 (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | Computer software | |
Disclosure of detailed information about intangible assets [line items] | |
Expected finite useful life | 2 years |
Minimum | Customer relationships | |
Disclosure of detailed information about intangible assets [line items] | |
Expected finite useful life | 5 years |
Minimum | Technology | |
Disclosure of detailed information about intangible assets [line items] | |
Expected finite useful life | 5 years |
Maximum | Computer software | |
Disclosure of detailed information about intangible assets [line items] | |
Expected finite useful life | 7 years |
Maximum | Customer relationships | |
Disclosure of detailed information about intangible assets [line items] | |
Expected finite useful life | 15 years |
Maximum | Technology | |
Disclosure of detailed information about intangible assets [line items] | |
Expected finite useful life | 15 years |
Summary of significant accoun_6
Summary of significant accounting policies2 (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | Buildings | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 30 years |
Minimum | Plant, machinery and other | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 3 years |
Minimum | Dunnage and other | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 3 years |
Maximum | Buildings | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 40 years |
Maximum | Plant, machinery and other | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 20 years |
Maximum | Dunnage and other | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives | 10 years |
Segment analysis (Details)
Segment analysis (Details) € in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($)segment | Dec. 31, 2021EUR (€)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segment analysis | ||||
Number of operating segments. | segment | 2 | 2 | ||
Number of reportable segments | segment | 2 | 2 | ||
(Loss)/profit for the year | $ (210) | € (177) | $ 111 | $ (40) |
Income tax charge (note 7) | 22 | 29 | 25 | |
Net finance expense | 235 | 70 | 213 | |
Depreciation and amortization (notes 10, 11) | 343 | 315 | 290 | |
Exceptional operating items (note 5) | 272 | 20 | 15 | |
Adjusted EBITDA | $ 662 | $ 545 | $ 503 |
Segment analysis - Segment Resu
Segment analysis - Segment Results (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)customer | Dec. 31, 2020USD ($)customer | Dec. 31, 2019USD ($)customer | |
Disclosure of operating segments [line items] | |||
Revenue | $ 4,055 | $ 3,451 | $ 3,344 |
Adjusted EBITDA | 662 | 545 | 503 |
Capital Expenditure | 686 | 268 | 205 |
Segment assets | $ 5,325 | $ 4,254 | $ 4,066 |
Number of customers | customer | 1 | 2 | 2 |
Europe | |||
Disclosure of operating segments [line items] | |||
Revenue | $ 1,838 | $ 1,599 | $ 1,556 |
Adjusted EBITDA | 281 | 249 | 253 |
Capital Expenditure | 190 | 101 | 95 |
Segment assets | 2,785 | 2,360 | 2,292 |
Americas | |||
Disclosure of operating segments [line items] | |||
Revenue | 2,217 | 1,852 | 1,788 |
Adjusted EBITDA | 381 | 296 | 250 |
Capital Expenditure | 496 | 167 | 110 |
Segment assets | $ 2,540 | $ 1,894 | $ 1,774 |
Segment analysis - Revenue (Det
Segment analysis - Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of operating segments [line items] | |||
Revenue | $ 4,055 | $ 3,451 | $ 3,344 |
U.S. | |||
Disclosure of operating segments [line items] | |||
Revenue | 1,727 | 1,449 | 1,361 |
U.K | |||
Disclosure of operating segments [line items] | |||
Revenue | 396 | 359 | 341 |
Brazil | |||
Disclosure of operating segments [line items] | |||
Revenue | $ 439 | $ 352 | $ 370 |
Segment analysis - Disaggregati
Segment analysis - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | $ 4,055 | $ 3,451 | $ 3,344 |
Europe | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 1,838 | 1,599 | 1,556 |
Americas | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 2,217 | 1,852 | 1,788 |
Europe | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 1,825 | 1,582 | 1,543 |
Europe | Europe | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 1,824 | 1,581 | 1,541 |
Europe | Americas | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 1 | 1 | 2 |
North America | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 1,777 | 1,502 | 1,418 |
North America | Europe | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 5 | 3 | 5 |
North America | Americas | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 1,772 | 1,499 | 1,413 |
Rest of the world | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 453 | 367 | 383 |
Rest of the world | Europe | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 9 | 15 | 10 |
Rest of the world | Americas | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 444 | 352 | 373 |
Over time | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | 3,160 | 2,610 | 2,537 |
Point in time | |||
Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
Revenue | $ 895 | $ 841 | $ 807 |
Segment analysis - Additional i
Segment analysis - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of operating segments [line items] | |||
Revenue | $ 4,055 | $ 3,451 | $ 3,344 |
Non-current assets | $ 3,664 | $ 3,217 | |
U.S. | |||
Disclosure of operating segments [line items] | |||
Percent of non-current assets | 39.00% | 31.00% | |
Revenue | $ 1,727 | $ 1,449 | 1,361 |
Germany | |||
Disclosure of operating segments [line items] | |||
Percent of non-current assets | 13.00% | 13.00% | |
Brazil | |||
Disclosure of operating segments [line items] | |||
Percent of non-current assets | 13.00% | 13.00% | |
Revenue | $ 439 | $ 352 | 370 |
U.K | |||
Disclosure of operating segments [line items] | |||
Percent of non-current assets | 11.00% | 12.00% | |
Revenue | $ 396 | $ 359 | 341 |
Luxembourg | |||
Disclosure of operating segments [line items] | |||
Revenue | 0 | 0 | $ 0 |
Non-current assets | $ 0 | $ 0 |
Exceptional items (Details)
Exceptional items (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of reclassifications or changes in presentation [line items] | |||
Cost of sales | $ 3,439 | $ 2,903 | $ 2,832 |
Sales, general and administration expenses | 418 | 189 | 165 |
Net finance expense | 235 | 70 | 213 |
Exceptional income tax credit (note 7) | 22 | 29 | 25 |
Exceptional items | |||
Disclosure of reclassifications or changes in presentation [line items] | |||
Start-up related costs | 30 | 7 | 4 |
Cost of sales | 30 | 7 | 4 |
Transaction related and other costs | 242 | 13 | 11 |
Sales, general and administration expenses | 242 | 13 | 11 |
Net finance expense | 57 | 5 | |
Exceptional income tax credit (note 7) | (17) | (14) | (3) |
Total exceptional charge, net of tax | $ 312 | $ 6 | $ 17 |
Exceptional items - Additional
Exceptional items - Additional information (Details) - USD ($) $ in Millions | Aug. 04, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of reclassifications or changes in presentation [line items] | |||||
Net finance expense | $ 235 | $ 70 | $ 213 | ||
Exceptional income tax credit (note 7) | 22 | 29 | 25 | ||
Foreign exchange gain (loss) | (49) | 93 | (20) | ||
Exceptional items | |||||
Disclosure of reclassifications or changes in presentation [line items] | |||||
Cost of sales, capacity realignment and investments programs expenses | 4 | ||||
SGA, transaction-related and other costs expenses | 13 | 11 | |||
Exceptional operating items, after tax | 312 | 6 | 17 | ||
Start-up related costs | 30 | 7 | 4 | ||
Transaction related and other costs | 242 | 13 | 11 | ||
Net finance expense | 57 | 5 | |||
Exceptional income tax credit (note 7) | (17) | (14) | $ (3) | ||
Service for the listing of the shares | $ 205 | ||||
Loan forgiveness | 4 | ||||
Professional fees | 41 | ||||
Redemption premiums and issuance costs on related party borrowing | 52 | ||||
Interest expense on notes issuance | $ 5 | ||||
Foreign exchange gain (loss) | (13) | ||||
Exceptional items | Promissory Note | |||||
Disclosure of reclassifications or changes in presentation [line items] | |||||
Foreign exchange gain (loss) | 13 | ||||
Exceptional items | Cares Act | |||||
Disclosure of reclassifications or changes in presentation [line items] | |||||
Exceptional income tax credit (note 7) | (6) | ||||
Americas | Exceptional items | |||||
Disclosure of reclassifications or changes in presentation [line items] | |||||
Cost of sales, capacity realignment and investments programs expenses | $ 7 | ||||
Start-up related costs | 21 | ||||
Europe | Exceptional items | |||||
Disclosure of reclassifications or changes in presentation [line items] | |||||
Start-up related costs | $ 9 |
Net finance expense (Details)
Net finance expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net finance expense | |||
Senior Secured and Senior Notes | $ 72 | ||
Interest on related party borrowings | 43 | $ 146 | $ 170 |
Net pension interest cost (note 20) | 3 | 3 | 4 |
Foreign currency translation losses/(gain) | 49 | (93) | 20 |
Losses on derivative financial instruments | 5 | 2 | |
Other net finance expense | 11 | 9 | 12 |
Net finance expense before exceptional items | 178 | 70 | 208 |
Exceptional finance expense (note 5) | 57 | 5 | |
Net finance expense | 235 | 70 | 213 |
Interest Paid to Related Parties | 43 | 146 | 169 |
Interest on lease liabilities | $ 8 | $ 6 | $ 6 |
Income tax (Details)
Income tax (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax: | |||
Current tax for the year | $ 17 | $ 55 | $ 32 |
Adjustment in respect of prior years | (3) | (24) | 6 |
Total current tax | 14 | 31 | 38 |
Deferred tax: | |||
Deferred tax for the year | 4 | (11) | (12) |
Adjustment in respect of deferred tax impact | 4 | 9 | (1) |
Total deferred tax | 8 | (2) | (13) |
Income tax charge | $ 22 | $ 29 | $ 25 |
Income tax - Reconciliation of
Income tax - Reconciliation of income tax charge and the profit/(loss) before tax (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income tax disclosure [line items] | |||
Profit/(loss) before tax | $ (188) | $ 140 | $ (15) |
Profit/(loss) before tax multiplied by the standard rate of Luxembourg corporation tax | (47) | 35 | (4) |
Tax losses for which no deferred income tax asset was recognized | 3 | ||
Re-measurement of deferred taxes | 9 | (2) | |
Adjustment in respect of prior years | 1 | (15) | 5 |
Income subject to state and other local income taxes | 9 | 3 | 6 |
Income taxed at rates other than standard tax rates | 11 | (3) | 4 |
Non-deductible and other items | 36 | 9 | 16 |
Income tax charge | $ 22 | $ 29 | $ 25 |
Tax rate | 24.94% | 24.94% | 24.94% |
Tax credits in respect of exceptional items | $ 17 | $ 14 | $ 3 |
Earnings per share - Additional
Earnings per share - Additional information (Details) - € / shares | Dec. 31, 2021 | Aug. 04, 2021 |
Disclosure of transactions between related parties [line items] | ||
Number of shares issued | 603,283,097 | |
Par value per share | € 0.01 | € 0.01 |
AGSA | ||
Disclosure of transactions between related parties [line items] | ||
Number of shares issued | 493,763,520 | |
Remaining shareholders | ||
Disclosure of transactions between related parties [line items] | ||
Number of shares issued | 109,519,577 |
Earnings per share - EPS Data (
Earnings per share - EPS Data (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings per share | |||
(Loss)/profit attributable to equity holders - Basic | $ (210) | $ 111 | $ (40) |
Weighted average number of common shares for EPS - Basic (millions) | 538.8 | 493.8 | 493.8 |
(Loss)/earnings per share - Basic | $ (0.39) | $ 0.22 | $ (0.08) |
(Loss)/earnings per share - Diluted | $ (0.39) | $ 0.22 | $ (0.08) |
Dilutive potential shares | 0 | 0 | 0 |
Employee costs (Details)
Employee costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee costs | |||
Wages and salaries | $ 345 | $ 338 | $ 293 |
Social security costs | 82 | 74 | 75 |
Defined benefit plan pension costs (Note 20) | 12 | 7 | (3) |
Net defined benefit plan and defined contribution plan pension costs (note 20) | 17 | 15 | 13 |
Total employee costs | $ 456 | $ 434 | $ 378 |
Employee costs - Employee (Deta
Employee costs - Employee (Details) | Dec. 31, 2021employee | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Employees | ||||
Number of employees | 5,800 | 5,761 | 4,875 | 4,656 |
Europe | ||||
Employees | ||||
Number of employees | 3,196 | 2,938 | 2,847 | |
Americas | ||||
Employees | ||||
Number of employees | 2,565 | 1,937 | 1,809 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2021 | |
Disclosure of detailed information about intangible assets [line items] | ||||
Beginning balance | $ 1,884 | |||
Ending balance | 1,662 | $ 1,884 | ||
Amortization expense | 151 | 149 | $ 149 | |
Cash consideration | 2,315 | |||
Hart Print | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Cash consideration | $ 5 | |||
Cost | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Beginning balance | 2,589 | 2,458 | ||
Additions | 8 | 5 | ||
Disposals | (3) | |||
Acquisition | 3 | |||
Exchange | (114) | 126 | ||
Ending balance | 2,483 | 2,589 | 2,458 | |
Amortization | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Beginning balance | (705) | (521) | ||
Charge for the year | (151) | (149) | ||
Exchange | 35 | (35) | ||
Ending balance | (821) | (705) | (521) | |
Goodwill | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Beginning balance | 1,055 | |||
Ending balance | 1,010 | 1,055 | ||
Goodwill | Cost | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Beginning balance | 1,055 | 1,003 | ||
Acquisition | 3 | |||
Exchange | (48) | 52 | ||
Ending balance | 1,010 | 1,055 | 1,003 | |
Customer relationships | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Beginning balance | 810 | |||
Ending balance | 636 | 810 | ||
Customer relationships | Cost | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Beginning balance | 1,464 | 1,392 | ||
Exchange | (64) | 72 | ||
Ending balance | 1,400 | 1,464 | 1,392 | |
Customer relationships | Amortization | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Beginning balance | (654) | (483) | ||
Charge for the year | (143) | (138) | ||
Exchange | 33 | (33) | ||
Ending balance | (764) | (654) | (483) | |
Technology | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Beginning balance | 8 | |||
Ending balance | 5 | 8 | ||
Technology | Cost | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Beginning balance | 42 | 40 | ||
Additions | 6 | 2 | ||
Disposals | (2) | |||
Transfers | (2) | |||
Exchange | (2) | |||
Ending balance | 42 | 42 | 40 | |
Technology | Amortization | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Beginning balance | (34) | (25) | ||
Charge for the year | (4) | (8) | ||
Exchange | 1 | (1) | ||
Ending balance | (37) | (34) | (25) | |
Computer software | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Beginning balance | 11 | |||
Ending balance | 11 | 11 | ||
Computer software | Cost | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Beginning balance | 28 | 23 | ||
Additions | 2 | 3 | ||
Disposals | (1) | |||
Transfers | 2 | |||
Exchange | 2 | |||
Ending balance | 31 | 28 | 23 | |
Computer software | Amortization | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Beginning balance | (17) | (13) | ||
Charge for the year | (4) | (3) | ||
Exchange | 1 | (1) | ||
Ending balance | $ (20) | $ (17) | $ (13) |
Intangible assets - Allocation
Intangible assets - Allocation of goodwill (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of detailed information about intangible assets [line items] | ||
Goodwill | $ 1,010 | $ 1,055 |
Europe | ||
Disclosure of detailed information about intangible assets [line items] | ||
Goodwill | 570 | 618 |
Americas | ||
Disclosure of detailed information about intangible assets [line items] | ||
Goodwill | $ 440 | $ 437 |
Intangible assets - Impairment
Intangible assets - Impairment tests for goodwill (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about intangible assets [line items] | ||
2022 forecast period, Value in use model | 3 years | |
2021 forecast period, Value in use model | 3 years | |
2022 extended budget and forecast period, Value in use model | 1 year | |
2021 extended budget and forecast period, Value in use model | 1 year | |
Growth rate | 1.00% | 1.00% |
Reasonably possible increase or decrease in key assumptions (as a percent) | 0.50% | |
Europe | ||
Disclosure of detailed information about intangible assets [line items] | ||
Discount rate | 4.40% | 5.10% |
Americas | ||
Disclosure of detailed information about intangible assets [line items] | ||
Discount rate | 7.70% | 7.90% |
Property, Plant and equipment_2
Property, Plant and equipment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | $ 1,232 | |
Ending balance | 1,842 | $ 1,232 |
Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 1,810 | 1,488 |
Additions | 839 | 285 |
Acquisitions | 8 | |
Disposals | (23) | (24) |
Exchange | (67) | 61 |
Ending balance | 2,567 | 1,810 |
Amortization | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (578) | (412) |
Additions | (192) | (166) |
Disposals | 20 | 22 |
Exchange | 25 | (22) |
Ending balance | (725) | (578) |
Land and buildings | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 274 | |
Ending balance | 291 | 274 |
Land and buildings | Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 386 | 331 |
Additions | 74 | 41 |
Acquisitions | 1 | |
Disposals | (7) | (2) |
Exchange | (15) | 16 |
Ending balance | 439 | 386 |
Land and buildings | Amortization | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (112) | (69) |
Additions | (47) | (39) |
Disposals | 5 | |
Exchange | 6 | (4) |
Ending balance | (148) | (112) |
Plant, machinery and other | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 888 | |
Ending balance | 1,478 | 888 |
Plant, machinery and other | Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 1,298 | 1,048 |
Additions | 744 | 231 |
Acquisitions | 7 | |
Disposals | (11) | (21) |
Exchange | (48) | 40 |
Ending balance | 1,990 | 1,298 |
Plant, machinery and other | Amortization | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (410) | (306) |
Additions | (129) | (110) |
Disposals | 11 | 21 |
Exchange | 16 | (15) |
Ending balance | (512) | (410) |
Dunnage and other | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 70 | |
Ending balance | 73 | 70 |
Dunnage and other | Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 126 | 109 |
Additions | 21 | 13 |
Disposals | (5) | (1) |
Exchange | (4) | 5 |
Ending balance | 138 | 126 |
Dunnage and other | Amortization | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (56) | (37) |
Additions | (16) | (17) |
Disposals | 4 | 1 |
Exchange | 3 | (3) |
Ending balance | $ (65) | $ (56) |
Property, Plant and equipment -
Property, Plant and equipment - Related information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Construction in progress | $ 634 | $ 221 | |
Land | 49 | 46 | |
Property, plant and equipment | 1,842 | 1,232 | |
Interest capitalized | 0 | 0 | |
Cost of sales | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Depreciation expense | 181 | 158 | $ 134 |
SGA | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Depreciation expense | $ 11 | $ 8 | $ 7 |
Property, Plant and equipment_3
Property, Plant and equipment - Right-of use assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment | $ 1,842 | $ 1,232 | |
Right-of use assets | 179 | 127 | |
Additions to right-of use assets | 103 | 37 | |
Right of use assets acquired | 1 | 0 | |
Depreciation on right-of-use assets | 46 | 36 | |
Variable lease expense | 35 | 29 | $ 23 |
Land and buildings | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment | 291 | 274 | |
Right-of use assets | 71 | 76 | |
Depreciation on right-of-use assets | 34 | 26 | |
Plant, machinery and other | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment | 1,478 | 888 | |
Right-of use assets | 67 | 6 | |
Depreciation on right-of-use assets | 6 | 3 | |
Dunnage and other | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Property, plant and equipment | 73 | 70 | |
Right-of use assets | 41 | 45 | |
Depreciation on right-of-use assets | $ 6 | $ 7 |
Property, Plant and equipment_4
Property, Plant and equipment - Capital commitments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Capital commitments | |||
Contracted for | $ 452 | $ 115 | $ 52 |
Not contracted for | 181 | 218 | 51 |
Capital commitments | $ 633 | $ 333 | $ 103 |
Deferred income tax - Movement
Deferred income tax - Movement in deferred tax assets and liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Movement in deferred tax assets and liabilities | |||
Balance at beginning of period | $ (115) | $ (112) | $ (137) |
Credited/(charged) to the income statement (note 7) | (8) | 2 | 13 |
Credited/(charged) to other comprehensive income | (17) | 11 | |
Exchange | 4 | (5) | 1 |
Balance at end of period | (136) | (115) | (112) |
Assets | |||
Movement in deferred tax assets and liabilities | |||
Balance at beginning of period | 135 | 123 | 121 |
Credited/(charged) to the income statement (note 7) | 14 | 5 | (7) |
Credited/(charged) to other comprehensive income | (5) | 9 | |
Exchange | (6) | 7 | |
Balance at end of period | 138 | 135 | 123 |
Liabilities | |||
Movement in deferred tax assets and liabilities | |||
Balance at beginning of period | (250) | (235) | (258) |
Credited/(charged) to the income statement (note 7) | (22) | (3) | 20 |
Credited/(charged) to other comprehensive income | (12) | 2 | |
Exchange | 10 | (12) | 1 |
Balance at end of period | $ (274) | $ (250) | $ (235) |
Deferred income tax - Component
Deferred income tax - Components of deferred income tax assets and liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred income tax | ||
Deferred tax assets | $ 138 | $ 135 |
Available for offset | (67) | (47) |
Net deferred tax assets | 71 | 88 |
Deferred tax liabilities | (274) | (250) |
Available for offset. | 67 | 47 |
Net deferred tax liabilities | 207 | 203 |
Tax losses | ||
Deferred income tax | ||
Deferred tax assets | 10 | 3 |
Employee benefit obligations | ||
Deferred income tax | ||
Deferred tax assets | 40 | 46 |
Depreciation timing differences | ||
Deferred income tax | ||
Deferred tax assets | 54 | 52 |
Provisions | ||
Deferred income tax | ||
Deferred tax assets | 23 | 22 |
Other | ||
Deferred income tax | ||
Deferred tax assets | 11 | 12 |
Deferred tax liabilities | (50) | (25) |
Intangible assets | ||
Deferred income tax | ||
Deferred tax liabilities | (128) | (159) |
Accelerated depreciation and other fair value adjustments | ||
Deferred income tax | ||
Deferred tax liabilities | $ (96) | $ (66) |
Deferred income tax - Tax credi
Deferred income tax - Tax credit recognised in Income statement (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred income tax | |||
Tax credit recognized in income statement | $ (8) | $ 2 | $ 13 |
Provision for temporary difference in investment in subsidiary | 0 | ||
Unused tax losses for which no deferred tax asset recognised | 4 | 0 | |
Tax losses carried forward | 14 | 0 | |
Tax losses | |||
Deferred income tax | |||
Tax credit recognized in income statement | 7 | (3) | (1) |
Employee benefit obligations | |||
Deferred income tax | |||
Tax credit recognized in income statement | 2 | (6) | |
Depreciation timing differences | |||
Deferred income tax | |||
Tax credit recognized in income statement | 4 | ||
Provisions | |||
Deferred income tax | |||
Tax credit recognized in income statement | 2 | 5 | (3) |
Other deferred tax assets | |||
Deferred income tax | |||
Tax credit recognized in income statement | (1) | 9 | (3) |
Intangible assets | |||
Deferred income tax | |||
Tax credit recognized in income statement | 22 | 18 | 19 |
Accelerated depreciation and other fair value adjustments | |||
Deferred income tax | |||
Tax credit recognized in income statement | (31) | (19) | (7) |
Other deferred tax liabilities | |||
Deferred income tax | |||
Tax credit recognized in income statement | $ (13) | $ (2) | $ 8 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventories | ||
Raw materials and consumables | $ 268 | $ 157 |
Work-in-progress | 6 | 5 |
Finished goods and work-in-progress | 133 | 88 |
Inventories Total | 407 | 250 |
Borrowings under asset based loan facility | 0 | $ 0 |
Hedging loss included in carrying value of inventory | $ 14 |
Trade and other receivables (De
Trade and other receivables (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Trade and other receivables | ||
Trade receivables | $ 334 | $ 244 |
Other receivables and prepayments | 167 | 124 |
Related party receivables | 11 | |
Trade and other receivables | $ 512 | $ 368 |
Trade and other receivables - M
Trade and other receivables - Movement in the provision for impairment of trade receivables (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Trade and other receivables | ||
Balance at beginning of year | $ 8 | $ 3 |
Provision for receivables impairment | 7 | |
Receivables written off during the year as uncollectible | (1) | (2) |
Balance at end of year | $ 7 | $ 8 |
Trade and other receivables - T
Trade and other receivables - Trade receivables past due but not impaired and receivables factoring and related programs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of financial assets that are past due | ||
Trade receivables | $ 334 | $ 244 |
Factoring receivables sold | 456 | 332 |
Trade receivables past due but not impaired | ||
Disclosure of financial assets that are past due | ||
Trade receivables | 18 | 7 |
Up to three months past due | Trade receivables past due but not impaired | ||
Disclosure of financial assets that are past due | ||
Trade receivables | 15 | 5 |
Three to six months past due | Trade receivables past due but not impaired | ||
Disclosure of financial assets that are past due | ||
Trade receivables | 1 | $ 2 |
Over six months past due | Trade receivables past due but not impaired | ||
Disclosure of financial assets that are past due | ||
Trade receivables | $ 2 |
Contract assets (Details)
Contract assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contract assets | ||
Balance at beginning of period | $ 139 | $ 151 |
Transfers from contract assets recognized at beginning of year to receivables | (137) | (148) |
Increases as a result of new contract assets recognized during the year | 185 | 133 |
Other (including exchange) | (5) | 3 |
Balance at end of period | $ 182 | $ 139 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and cash equivalents | ||||
Cash at bank and in hand | $ 432 | $ 254 | ||
Short term bank deposits | 28 | |||
Restricted cash | 3 | 3 | ||
Total | $ 463 | $ 257 | $ 284 | $ 148 |
Issued capital and share prem_3
Issued capital and share premium (Details) € / shares in Units, € in Millions, $ in Millions | Aug. 04, 2021USD ($)shares | Apr. 01, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2021EUR (€)shares | Dec. 31, 2021€ / shares | Aug. 04, 2021€ / shares | Apr. 01, 2021€ / shares | Dec. 31, 2020USD ($) |
Issued capital and share premium | ||||||||
Share issuance | shares | 603,000,000 | 603,000,000 | ||||||
Total shares at period end | shares | 603,000,000 | 603,000,000 | ||||||
Balance at beginning of the year | $ 48 | |||||||
Balance at end of the year | 286 | € 253 | ||||||
Par value | € / shares | € 0.01 | € 0.01 | ||||||
Promissory note | 2,887 | $ 2,835 | ||||||
AMP Promissory Note | ||||||||
Issued capital and share premium | ||||||||
Promissory note | $ 1,085 | $ 1,042 | ||||||
AGSA | ||||||||
Issued capital and share premium | ||||||||
Par value | € / shares | € 0.01 | |||||||
Number of shares issued | shares | 484,956,250 | |||||||
Aggregate purchase price | $ 4,988 | |||||||
Private placement | ||||||||
Issued capital and share premium | ||||||||
Number of shares issued | shares | 118,326,847 | 118,326,847 | ||||||
Share issue cost | $ 31 | |||||||
Payment of share issuance cost | 29 | |||||||
Private placement | Pipe investors | ||||||||
Issued capital and share premium | ||||||||
Number of shares issued | shares | 9,500,000 | |||||||
Aggregate purchase price | $ 695 | 695 | ||||||
Private placement | Spac shareholders and sponsors | ||||||||
Issued capital and share premium | ||||||||
Aggregate purchase price | 259 | |||||||
Private placement | AGSA | ||||||||
Issued capital and share premium | ||||||||
Shares issued value for borrowings settlement | 88 | |||||||
Share capital | ||||||||
Issued capital and share premium | ||||||||
Share issuance | 7 | |||||||
Balance at end of the year | 7 | |||||||
Share premium | ||||||||
Issued capital and share premium | ||||||||
Share issuance | 5,992 | |||||||
Balance at end of the year | $ 5,992 |
Financial risk factors (Details
Financial risk factors (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($)customerAgencyitemcountry | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, entity's own equity instruments [line items] | ||||
Percentage of fixed related party borrowings | 100 | |||
Cash and cash equivalents | $ 463 | $ 257 | $ 284 | $ 148 |
Undrawn borrowing facilities | $ 325 | |||
Ratio of net debt to Adjusted EBITDA | 3.66 | |||
Percentage of fixed rate borrowings | 100.00% | |||
Weighted average interest rate | 3.30% | |||
Currency risk | ||||
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, entity's own equity instruments [line items] | ||||
Number of countries business operates | country | 9 | |||
Number of continents business operates | item | 3 | |||
Percentage of reasonably possible increase in exchange rate | 1.00% | |||
Amount of change in invested capital when change in exchange rate | $ 3 | $ 5 | ||
Commodity price risk | ||||
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, entity's own equity instruments [line items] | ||||
Percentage of the Anticipated Volumes for Contractual Positions | 10 | |||
Credit risk | ||||
Disclosure of sensitivity analysis of fair value measurement to changes in unobservable inputs, entity's own equity instruments [line items] | ||||
Credit rating agencies | Agency | 2 | |||
Number of customers accounted for credit risk | customer | 10 | |||
Maximum Exposure to Credit Risk as a Percentage of Revenue | 58 | 64 | 65 |
Financial assets and liabilit_3
Financial assets and liabilities - Net Debt (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Financial assets and liabilities | ||||
Loan notes | $ 2,690 | |||
Lease liabilities | 182 | $ 136 | ||
Related party borrowings | 2,690 | |||
Other borrowings | 197 | 145 | ||
Net borrowings | 2,887 | 2,835 | ||
Cash and cash equivalents | (463) | (257) | $ (284) | $ (148) |
Net debt | 2,424 | 2,578 | $ 2,496 | |
Non-current borrowings | 2,831 | 2,793 | ||
Current borrowings | $ 56 | $ 42 |
Financial assets and liabilit_4
Financial assets and liabilities - Net debt and available liquidity (Details) € in Millions, $ in Millions | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Sep. 29, 2021USD ($) | Aug. 06, 2021USD ($) | Mar. 12, 2021 | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Financial assets and liabilities | ||||||||
Amount drawn | $ 2,927 | $ 2,835 | ||||||
Available liquidity | 325 | |||||||
Deferred debt issue costs | (40) | 0 | ||||||
Net borrowings | 2,887 | 2,835 | ||||||
Cash and cash equivalents | (463) | (257) | $ (284) | $ (148) | ||||
Net debt | 2,424 | 2,578 | $ 2,496 | |||||
Total Available Liquidity | 788 | 257 | ||||||
2.000% Senior Secured Notes due 2028 | ||||||||
Financial assets and liabilities | ||||||||
Maximum amount drawable - Notes | € | € 450 | |||||||
Amount drawn | $ 510 | € 450 | ||||||
Stated interest rate | 2.00% | 2.00% | 2.00% | |||||
3.250% Senior Secured Notes due 2028 | ||||||||
Financial assets and liabilities | ||||||||
Maximum amount drawable - Notes | $ 600 | |||||||
Amount drawn | $ 600 | |||||||
Stated interest rate | 3.25% | 3.25% | 3.25% | |||||
3.000% Senior Secured Notes due 2029 | ||||||||
Financial assets and liabilities | ||||||||
Maximum amount drawable - Notes | € | € 500 | |||||||
Amount drawn | $ 566 | € 500 | ||||||
Stated interest rate | 3.00% | 3.00% | 3.00% | |||||
4.000% Senior Secured Notes due 2029 | ||||||||
Financial assets and liabilities | ||||||||
Maximum amount drawable - Notes | $ 1,050 | |||||||
Amount drawn | $ 1,050 | |||||||
Stated interest rate | 4.00% | 4.00% | 4.00% | |||||
Global Asset Based Loan Facility | ||||||||
Financial assets and liabilities | ||||||||
Maximum amount drawable | $ 325 | $ 325 | $ 300 | |||||
Available liquidity | 325 | |||||||
Related party borrowings | ||||||||
Financial assets and liabilities | ||||||||
Amount drawn | 2,690 | |||||||
Lease obligations | ||||||||
Financial assets and liabilities | ||||||||
Amount drawn | 182 | 136 | ||||||
Other borrowings | ||||||||
Financial assets and liabilities | ||||||||
Amount drawn | $ 19 | $ 9 |
Financial assets and liabilit_5
Financial assets and liabilities - Movement in net debt (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Financial assets and liabilities | ||
Net (increase)/decrease in cash and cash equivalents | $ (206) | $ 27 |
Increase in total borrowings | 52 | 55 |
(Decrease/increase in net debt | (154) | 82 |
Net debt at January 1 | 2,578 | 2,496 |
Net debt at December 31, | $ 2,424 | $ 2,578 |
Financial assets and liabilit_6
Financial assets and liabilities - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Financial assets and liabilities | |||
Proceeds from borrowings net of non-cash transactions | $ 2,780 | $ 0 | |
Non-cash transaction | 7 | ||
Increase in lease obligations | 46 | 3 | |
Repayments and settlements of related party borrowings net of non-cash transactions | 2,668 | 0 | |
Repayments of related party borrowings, non cash items | 927 | ||
Increase (decrease) in cash and cash equivalents | 206 | (27) | |
Foreign exchange gain (loss) on borrowings | 61 | (60) | |
Repayments of borrowings | 5 | 8 | |
Deferred debt issuance costs net of amortization | 40 | 0 | |
Increase (decrease) in cash and cash equivalents | 221 | (32) | $ 136 |
Lease obligations | 182 | 136 | |
New or renewed leases | 103 | 37 | |
Principal repayments and foreign currency movements | $ 48 | $ 35 | $ 26 |
Financial assets and liabilit_7
Financial assets and liabilities - Maturity profile of the Business' borrowings (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Financial liabilities | ||
Total borrowings | $ 2,927 | $ 2,835 |
Deferred debt issue costs | (40) | 0 |
Net borrowings | 2,887 | 2,835 |
Lease liabilities | 213 | 165 |
Within one year | ||
Financial liabilities | ||
Total borrowings | 56 | 42 |
Lease liabilities | 50 | 37 |
Total borrowings | 152 | 200 |
Derivative financial instruments | 10 | 12 |
Trade payables | 1,204 | 768 |
Between one and two years | ||
Financial liabilities | ||
Total borrowings | 55 | 46 |
Total borrowings | 242 | 359 |
Derivative financial instruments | 2 | 2 |
Between two and five years | ||
Financial liabilities | ||
Total borrowings | 59 | 2,055 |
Total borrowings | 243 | 2,345 |
Later than one year and not later than five years | ||
Financial liabilities | ||
Lease liabilities | 127 | 78 |
2026 | ||
Financial liabilities | ||
Total borrowings | 2,757 | 692 |
Lease liabilities | 36 | 50 |
Total borrowings | 2,973 | $ 718 |
2026 | Senior Secured Notes and Senior Notes | ||
Financial liabilities | ||
Total borrowings | $ 2,726 |
Financial assets and liabilit_8
Financial assets and liabilities - Carrying value and fair value of the related party and other borrowings (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of detailed information about borrowings [line items] | ||
Borrowings gross | $ 2,927 | $ 2,835 |
Deferred debt issuance costs and premium | (40) | 0 |
Net borrowings | 2,887 | 2,835 |
Fair Value | 12 | 14 |
Not at fair value | ||
Disclosure of detailed information about borrowings [line items] | ||
Borrowings gross | 2,745 | 2,699 |
Deferred debt issuance costs and premium | (40) | |
Net borrowings | 2,705 | 2,699 |
Not at fair value | Loan Notes | ||
Disclosure of detailed information about borrowings [line items] | ||
Borrowings gross | 2,726 | |
Deferred debt issuance costs and premium | (36) | |
Net borrowings | 2,690 | |
Not at fair value | Related party borrowings | ||
Disclosure of detailed information about borrowings [line items] | ||
Borrowings gross | 2,690 | |
Net borrowings | 2,690 | |
Not at fair value | Global Asset Based Loan Facility And Other Borrowings | ||
Disclosure of detailed information about borrowings [line items] | ||
Borrowings gross | 19 | 9 |
Deferred debt issuance costs and premium | (4) | |
Net borrowings | 15 | 9 |
Fair value | ||
Disclosure of detailed information about borrowings [line items] | ||
Fair Value | 2,701 | 2,772 |
Fair value | Loan Notes | ||
Disclosure of detailed information about borrowings [line items] | ||
Fair Value | 2,682 | |
Fair value | Related party borrowings | ||
Disclosure of detailed information about borrowings [line items] | ||
Fair Value | 2,763 | |
Fair value | Global Asset Based Loan Facility And Other Borrowings | ||
Disclosure of detailed information about borrowings [line items] | ||
Fair Value | $ 19 | $ 9 |
Financial assets and liabilit_9
Financial assets and liabilities - Financing activity (Details) € in Millions, $ in Millions | Aug. 04, 2021USD ($) | Apr. 01, 2021USD ($) | Mar. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 29, 2021USD ($) | Aug. 06, 2021USD ($) | Mar. 12, 2021USD ($) | Mar. 12, 2021EUR (€) |
Disclosure of detailed information about borrowings [line items] | |||||||||
Net borrowings | $ 2,887 | $ 2,835 | |||||||
Issuance of notes | 2,690 | ||||||||
Repayments of borrowings | 5 | 8 | |||||||
Lease obligations | 182 | $ 136 | |||||||
New lease liabilities incurred during the year | 100 | ||||||||
Lease liabilities acquired | 1 | ||||||||
Payments of lease liabilities and foreign currency movements | 55 | ||||||||
AMP Promissory Note | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Net borrowings | $ 1,085 | $ 1,042 | |||||||
Shares issued in debt settlement | $ 88 | ||||||||
Repayments of borrowings | $ 997 | ||||||||
2.000% Senior Secured Notes due 2028 | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Issuance of notes | € | € 450 | ||||||||
Stated interest rate | 2.00% | 2.00% | 2.00% | ||||||
3.250% Senior Secured Notes due 2028 | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Issuance of notes | $ 600 | ||||||||
Stated interest rate | 3.25% | 3.25% | 3.25% | ||||||
3.000% Senior Secured Notes due 2029 | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Issuance of notes | € | € 500 | ||||||||
Stated interest rate | 3.00% | 3.00% | 3.00% | ||||||
4.000% Senior Secured Notes due 2029 | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Issuance of notes | $ 1,050 | ||||||||
Stated interest rate | 4.00% | 4.00% | 4.00% | ||||||
Related party borrowings | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Settlement of debt obligation | 2,555 | $ 113 | |||||||
Repayments of borrowings | 1,741 | ||||||||
Related party borrowings | Other reserves | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Noncash capital contribution from settlement of debt obligation | $ 814 | $ 113 | |||||||
Global Asset Based Loan Facility | |||||||||
Disclosure of detailed information about borrowings [line items] | |||||||||
Maximum amount drawable | $ 325 | $ 325 | $ 300 |
Financial assets and liabili_10
Financial assets and liabilities - Carrying amounts of net borrowings (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Mar. 12, 2021 | Dec. 31, 2020 |
Disclosure of detailed information about financial instruments [line items] | |||
Borrowings | $ 2,887 | $ 2,835 | |
Undrawn borrowing facilities | 325 | ||
Euro | |||
Disclosure of detailed information about financial instruments [line items] | |||
Borrowings | 1,115 | 609 | |
USD | |||
Disclosure of detailed information about financial instruments [line items] | |||
Borrowings | 1,745 | 1,830 | |
GBP | |||
Disclosure of detailed information about financial instruments [line items] | |||
Borrowings | 15 | 379 | |
Other | |||
Disclosure of detailed information about financial instruments [line items] | |||
Borrowings | $ 12 | $ 17 | |
Minimum | |||
Disclosure of detailed information about financial instruments [line items] | |||
Effective interest rate | 4.77% | ||
Maximum | |||
Disclosure of detailed information about financial instruments [line items] | |||
Effective interest rate | 8.00% | ||
2.000% Senior Secured Notes due 2028 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Borrowings, interest rate | 2.00% | 2.00% | |
2.000% Senior Secured Notes due 2028 | Euro | |||
Disclosure of detailed information about financial instruments [line items] | |||
Effective interest rate | 2.30% | ||
Borrowings, interest rate | 2.00% | ||
3.250% Senior Secured Notes due 2028 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Borrowings, interest rate | 3.25% | 3.25% | |
3.250% Senior Secured Notes due 2028 | USD | |||
Disclosure of detailed information about financial instruments [line items] | |||
Effective interest rate | 3.58% | ||
Borrowings, interest rate | 3.25% | ||
3.000% Senior Secured Notes due 2029 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Borrowings, interest rate | 3.00% | 3.00% | |
3.000% Senior Secured Notes due 2029 | Euro | |||
Disclosure of detailed information about financial instruments [line items] | |||
Effective interest rate | 3.28% | ||
Borrowings, interest rate | 3.00% | ||
4.000% Senior Secured Notes due 2029 | |||
Disclosure of detailed information about financial instruments [line items] | |||
Borrowings, interest rate | 4.00% | 4.00% | |
4.000% Senior Secured Notes due 2029 | USD | |||
Disclosure of detailed information about financial instruments [line items] | |||
Effective interest rate | 4.31% | ||
Borrowings, interest rate | 4.00% | ||
Lease obligations | |||
Disclosure of detailed information about financial instruments [line items] | |||
Effective interest rate | 4.55% | 4.79% | |
Later than one year and not later than five years | |||
Disclosure of detailed information about financial instruments [line items] | |||
Undrawn borrowing facilities | $ 325 |
Financial assets and liabili_11
Financial assets and liabilities - Fair Value Transfers (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Financial assets and liabilities | |
Transfers of assets from Level 1 to Level 2 | $ 0 |
Transfers of assets from Level 2 to Level 1 | 0 |
Transfers of liabilities from Level 1 to Level 2 | 0 |
Transfers of liabilities from Level 2 to Level 1 | $ 0 |
Financial assets and liabili_12
Financial assets and liabilities - Derivative financial instruments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of detailed information about financial instruments [line items] | ||
Assets, fair value | $ 104 | $ 32 |
Liabilities, fair value | 12 | 14 |
Net Contractual or notional amounts | 1,460 | 669 |
Derivative financial instruments - Non-current assets | 7 | 9 |
Derivative financial instruments - Current assets | 97 | 23 |
Derivative financial instruments - Non-current liabilities | 2 | 2 |
Derivative financial instruments - Current assets | 10 | 12 |
AGSA | ||
Disclosure of detailed information about financial instruments [line items] | ||
Assets, fair value | 95 | |
Liabilities, fair value | 6 | |
Metal forward contracts | ||
Disclosure of detailed information about financial instruments [line items] | ||
Assets, fair value | 100 | 29 |
Liabilities, fair value | 2 | 6 |
Net Contractual or notional amounts | 281 | 346 |
Forward foreign exchange contracts | ||
Disclosure of detailed information about financial instruments [line items] | ||
Assets, fair value | 3 | 3 |
Liabilities, fair value | 10 | 8 |
Net Contractual or notional amounts | 1,176 | 317 |
NYMEX gas swaps | ||
Disclosure of detailed information about financial instruments [line items] | ||
Assets, fair value | 1 | |
Net Contractual or notional amounts | $ 3 | $ 6 |
Financial assets and liabili_13
Financial assets and liabilities - Metal forward contracts (Details) - Metal forward contracts $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Disclosure of detailed information about financial instruments [line items] | |
Hedge ratio | 1 |
Level 2 | |
Disclosure of detailed information about financial instruments [line items] | |
Fair value of contracts when initiated | $ 0 |
Premium paid or received | $ 0 |
Financial assets and liabili_14
Financial assets and liabilities - Forward foreign exchange contract (Details) - Level 2 - Forward foreign exchange contracts $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Disclosure of detailed information about financial instruments [line items] | |
Fair value of contracts when initiated | $ 0 |
Premium paid or received | $ 0 |
Financial assets and liabili_15
Financial assets and liabilities - NYMEX gas swaps (Details) - NYMEX gas swaps - Level 2 $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Disclosure of detailed information about financial instruments [line items] | |
Fair value of contracts when initiated | $ 0 |
Premium paid or received | $ 0 |
Employee benefit obligations (D
Employee benefit obligations (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Employee benefit obligations. | ||
Employee benefit obligations net of employee benefit assets | $ 178 | $ 219 |
Other Long-term Employee Benefits Obligations | $ 47 | $ 52 |
Employee benefit obligations -
Employee benefit obligations - Employee obligations and assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of net defined benefit liability (asset) [line items] | ||
Obligations | $ (469) | $ (517) |
Assets | 338 | 350 |
Net obligations | (131) | (167) |
Germany | ||
Disclosure of net defined benefit liability (asset) [line items] | ||
Obligations | (138) | (142) |
Net obligations | (138) | (142) |
U.K | ||
Disclosure of net defined benefit liability (asset) [line items] | ||
Obligations | (249) | (295) |
Assets | 327 | 341 |
Net obligations | 78 | 46 |
U.S. and other* | ||
Disclosure of net defined benefit liability (asset) [line items] | ||
Obligations | (82) | (80) |
Assets | 11 | 9 |
Net obligations | (71) | (71) |
Other | ||
Disclosure of net defined benefit liability (asset) [line items] | ||
Net obligations | $ (8) | $ (9) |
Employee benefit obligations _2
Employee benefit obligations - Defined benefit pension schemes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of net defined benefit liability (asset) [line items] | |||
Increase (decrease) in net defined benefit liability (asset) resulting from expense (income) in profit or loss before finance costs | $ (12) | $ (7) | $ 3 |
Finance expenses (note 6) | (3) | (3) | (4) |
Increase (decrease) in net defined benefit liability (asset) resulting from expense (income) in profit or loss | (15) | (10) | (1) |
Cost of sales | |||
Disclosure of net defined benefit liability (asset) [line items] | |||
Current service cost | (13) | (12) | (12) |
Past service credit/(charge) | 4 | 8 | 17 |
SGA | |||
Disclosure of net defined benefit liability (asset) [line items] | |||
Current service cost | $ (3) | $ (3) | $ (2) |
Employee benefit obligations _3
Employee benefit obligations - Combined statement of comprehensive income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Re-measurement of defined benefit obligation: | |||
Actuarial (loss)/gain arising from changes in demographic assumptions | $ 6 | $ (2) | $ (7) |
Actuarial (loss)/gain arising from changes in financial assumptions | 9 | (51) | (55) |
Actuarial gain/(loss) arising from changes in experience | 5 | 2 | (13) |
Total loss (gain) on remeasurement, net defined benefit liability (asset) | 20 | (51) | (75) |
Re-measurement of plan assets: | |||
Actual loss/return less expected return on plan assets | 8 | 34 | 34 |
Actuarial loss for the year on defined benefit pension schemes | 28 | (17) | (41) |
Actuarial (loss)/gain on other long term and end of service employee benefits | 5 | (4) | (4) |
Other comprehensive income gains (losses) on remeasurements of defined benefit plans | 33 | (21) | (45) |
Gain (loss) on actual return on plan assets | $ 13 | $ 40 | $ 42 |
Employee benefit obligations _4
Employee benefit obligations - Movement in the defined benefit obligations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of net defined benefit liability (asset) [line items] | |||
At the beginning | $ (167) | ||
Interest income/cost | (3) | $ (3) | $ (4) |
Re-measurements | 20 | (51) | (75) |
At the end | (131) | (167) | |
Obligations | |||
Disclosure of net defined benefit liability (asset) [line items] | |||
At the beginning | (517) | (461) | |
Interest income/cost | (7) | (8) | |
Loan forgiveness | 4 | ||
Current service cost | (11) | (11) | |
Past service credit | 4 | 8 | |
Re-measurements | 20 | (51) | |
Employee contributions | (1) | (1) | |
Benefits paid | 24 | 31 | |
Exchange | 15 | (24) | |
At the end | (469) | (517) | (461) |
Assets | |||
Disclosure of net defined benefit liability (asset) [line items] | |||
At the beginning | 350 | 323 | |
Interest income/cost | 5 | 6 | |
Re-measurements | 8 | 34 | |
Employer contributions | 2 | 5 | |
Employee contributions | 1 | 1 | |
Benefits paid | (24) | (31) | |
Exchange | (4) | 12 | |
At the end | $ 338 | $ 350 | $ 323 |
Employee benefit obligations _5
Employee benefit obligations - Defined benefit obligations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of defined benefit plans [line items] | |||
Defined benefit obligations | $ 469 | $ 517 | |
Contributions under schemes extinguished | 0 | 0 | |
Interest income/ cost | 3 | 3 | $ 4 |
Gain on implementation of pension options | 3 | ||
Germany | |||
Disclosure of defined benefit plans [line items] | |||
Defined benefit obligations | 138 | 142 | |
Past service credit | 8 | ||
Unfunded | |||
Disclosure of defined benefit plans [line items] | |||
Defined benefit obligations | 140 | 145 | |
Other employee benefit obligations | |||
Disclosure of defined benefit plans [line items] | |||
Interest income/ cost | 1 | 1 | |
Current service cost | $ 4 | $ 4 |
Employee benefit obligations _6
Employee benefit obligations - Plan assets comprise (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of fair value of plan assets [line items] | ||
Plan Assets | $ 338 | $ 350 |
Percentage of plan assets | 100.00% | 100.00% |
Maximum percentage of common ownership of the two sponsoring employers | 80.00% | |
Payment for defined benefit plan | $ 26 | |
Target return funds | ||
Disclosure of fair value of plan assets [line items] | ||
Plan Assets | $ 176 | $ 177 |
Percentage of plan assets | 52.00% | 51.00% |
Bonds | ||
Disclosure of fair value of plan assets [line items] | ||
Plan Assets | $ 105 | $ 102 |
Percentage of plan assets | 31.00% | 29.00% |
Cash/other | ||
Disclosure of fair value of plan assets [line items] | ||
Plan Assets | $ 57 | $ 71 |
Percentage of plan assets | 17.00% | 20.00% |
Employee benefit obligations _7
Employee benefit obligations - Assumptions and sensitivities (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Germany | ||
Disclosure of defined benefit plans [line items] | ||
Rates of inflation | 1.70% | 1.50% |
"Rates of increase in salaries | 2.50% | 2.50% |
Discount rates | 1.16% | 1.05% |
U.K | ||
Disclosure of defined benefit plans [line items] | ||
Rates of inflation | 3.20% | 2.70% |
"Rates of increase in salaries | 2.60% | 2.00% |
Discount rates | 1.90% | 1.50% |
U.S. | ||
Disclosure of defined benefit plans [line items] | ||
Rates of inflation | 2.20% | 2.50% |
"Rates of increase in salaries | 3.00% | 3.00% |
Discount rates | 3.04% | 2.55% |
Employee benefit obligations _8
Employee benefit obligations - Average life expectancy (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Germany | ||
Disclosure of defined benefit plans [line items] | ||
Life expectancy, current pensioners | 22 years | 22 years |
Life expectancy, future pensioners | 25 years | 25 years |
U.K | ||
Disclosure of defined benefit plans [line items] | ||
Life expectancy, current pensioners | 22 years | 22 years |
Life expectancy, future pensioners | 23 years | 23 years |
U.S. | ||
Disclosure of defined benefit plans [line items] | ||
Life expectancy, current pensioners | 21 years | 21 years |
Life expectancy, future pensioners | 22 years | 22 years |
Employee benefit obligations _9
Employee benefit obligations - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of sensitivity analysis for actuarial assumptions [line items] | ||
Best estimate of contributions expected to be paid to defined benefit schemes | $ 1 | $ 1 |
Discount rate | ||
Disclosure of sensitivity analysis for actuarial assumptions [line items] | ||
Decrease in actuarial assumption (as a percent) | 0.50% | |
Increase (decrease) in carrying amount of the pension obligations, assuming decrease in actuarial assumption | $ (41) | (47) |
Increase in actuarial assumption (as a percent) | 0.50% | |
Increase (decrease) in carrying amount of the pension obligations, assuming increase in actuarial assumption | $ 47 | 54 |
Inflation rate | ||
Disclosure of sensitivity analysis for actuarial assumptions [line items] | ||
Decrease in actuarial assumption (as a percent) | 0.50% | |
Increase (decrease) in carrying amount of the pension obligations, assuming decrease in actuarial assumption | $ (15) | (23) |
Increase in actuarial assumption (as a percent) | 0.50% | |
Increase (decrease) in carrying amount of the pension obligations, assuming increase in actuarial assumption | $ 16 | 24 |
Salary increase rate | ||
Disclosure of sensitivity analysis for actuarial assumptions [line items] | ||
Decrease in actuarial assumption (as a percent) | 0.50% | |
Increase (decrease) in carrying amount of the pension obligations, assuming decrease in actuarial assumption | $ (20) | (26) |
Increase in actuarial assumption (as a percent) | 0.50% | |
Increase (decrease) in carrying amount of the pension obligations, assuming increase in actuarial assumption | $ 21 | 27 |
Impact of increasing the life expectancy | ||
Disclosure of sensitivity analysis for actuarial assumptions [line items] | ||
Increase (decrease) in carrying amount of the pension obligations, assuming increase in actuarial assumption | $ 14 | $ 15 |
Employee benefit obligations_10
Employee benefit obligations - Defined benefit schemes (Details) - customer | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Funded | Europe / UK | ||
Disclosure of defined benefit plans [line items] | ||
Deferred members | 589 | 808 |
Pensioners including dependents | 531 | 475 |
Weighted average duration of defined benefit obligation | 18 years | 20 years |
Funded | North America | ||
Disclosure of defined benefit plans [line items] | ||
Active members | 808 | 829 |
Deferred members | 75 | 58 |
Pensioners including dependents | 83 | 59 |
Weighted average duration of defined benefit obligation | 20 years | 21 years |
Unfunded | Europe/ Germany | ||
Disclosure of defined benefit plans [line items] | ||
Active members | 816 | 856 |
Deferred members | 202 | 195 |
Pensioners including dependents | 154 | 121 |
Weighted average duration of defined benefit obligation | 19 years | 20 years |
Employee benefit obligations_11
Employee benefit obligations - Expected total benefit payments (Details) $ in Millions | Dec. 31, 2021USD ($) |
2022 | |
Disclosure of defined benefit plans [line items] | |
Benefits | $ 18 |
Later than two years and not later than three years [member] | |
Disclosure of defined benefit plans [line items] | |
Benefits | 17 |
2024 | |
Disclosure of defined benefit plans [line items] | |
Benefits | 18 |
2025 | |
Disclosure of defined benefit plans [line items] | |
Benefits | 19 |
2026 | |
Disclosure of defined benefit plans [line items] | |
Benefits | 20 |
Subsequent five years | |
Disclosure of defined benefit plans [line items] | |
Benefits | $ 114 |
Employee benefit obligations_12
Employee benefit obligations - Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of defined benefit plans [line items] | |||
Best estimate of the contributions expected to be paid | $ 1 | $ 1 | |
Defined contribution plans | |||
Disclosure of defined benefit plans [line items] | |||
Contribution expense | 17 | $ 15 | $ 13 |
Best estimate of the contributions expected to be paid | $ 17 |
Employee benefit obligations_13
Employee benefit obligations - Other employee benefits (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Employee benefit obligations. | ||
Long term employee benefits | $ 47 | $ 52 |
Other liabilities and provisi_3
Other liabilities and provisions - Classification (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Other liabilities and provisions | ||
Other non-current liabilities | $ 325 | |
Current Provisions | 10 | $ 13 |
Non-current Provisions | 18 | 20 |
Other liabilities and provisions | $ 353 | $ 33 |
Other liabilities and provisi_4
Other liabilities and provisions - Roll forward of other provision (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other liabilities and provisions | ||
Balance at the beginning | $ 33 | $ 17 |
Provided | 5 | 23 |
Released | (5) | (5) |
Paid | (3) | (3) |
Exchange | (2) | 1 |
Balance at the end | $ 28 | $ 33 |
Other liabilities and provisi_5
Other liabilities and provisions (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Aug. 04, 2021 | Apr. 01, 2021 | Dec. 31, 2020 | |
Disclosure of other provisions [line items] | ||||
Liabilities, fair value | $ 12 | $ 14 | ||
Long term provision term | 3 years | |||
Non-current provision for senior management incentive programs | $ 14 | |||
Other Liabilities | ||||
Disclosure of other provisions [line items] | ||||
Shares issued under contingent earn out liability | 60,730 | |||
Liabilities, fair value | $ 292 | $ 284 | ||
Increase or decrease in the liability | $ 40 | |||
Exercise price of warrants | $ 11.50 | |||
Warrant liability | $ 33 | $ 41 | ||
Capitalized cost of listing services | 205 | |||
Increase (decrease) in the fair value of warrants | $ 1 | |||
Risk-free rate | Other Liabilities | ||||
Disclosure of other provisions [line items] | ||||
Percentage of reasonably possible increase in unobservable input | 34.00% | |||
Volatility for shares, measurement input | Other Liabilities | ||||
Disclosure of other provisions [line items] | ||||
Percentage of reasonably possible increase in unobservable input | 5.00% | |||
Within one year | Other Liabilities | ||||
Disclosure of other provisions [line items] | ||||
Market value per share at the Closing Date | $ 13 | |||
2022 | Other Liabilities | ||||
Disclosure of other provisions [line items] | ||||
Market value per share at the Closing Date | 15 | |||
Between one and two years | Other Liabilities | ||||
Disclosure of other provisions [line items] | ||||
Market value per share at the Closing Date | 16.50 | |||
Later than two years and not later than three years [member] | Other Liabilities | ||||
Disclosure of other provisions [line items] | ||||
Market value per share at the Closing Date | 18 | |||
2024 | Other Liabilities | ||||
Disclosure of other provisions [line items] | ||||
Market value per share at the Closing Date | $ 19.50 |
Trade and other payables (Detai
Trade and other payables (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Trade and other payables | ||
Trade payables | $ 1,006 | $ 646 |
Other payables and accruals including other tax and social security payable | 240 | 195 |
Payables and accruals for exceptional items | 15 | 2 |
Related party borrowings | 9 | |
Total trade and other payables | $ 1,270 | $ 843 |
Cash generated from operating_3
Cash generated from operating activities (Details) € in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Cash flows from operating activities | ||||
Profit/(loss) for the year | $ (210) | € (177) | $ 111 | $ (40) |
Income tax charge (note 7) | 22 | 29 | 25 | |
Net finance expense (note 6) | 235 | 70 | 213 | |
Depreciation and amortization (notes 10, 11) | 343 | 315 | 290 | |
Exceptional operating items (note 5) | 272 | 20 | 15 | |
Movement in working capital | 16 | 7 | 102 | |
Exceptional costs paid, including restructuring | (67) | (22) | (7) | |
Total cash generated from operations | $ 611 | $ 530 | $ 598 |
Other reserves (Details)
Other reserves (Details) € in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Balance at beginning of the year | $ 48 | $ 12 | $ 140 | |
Total other comprehensive income for the year pre AMP Transfer | 66 | |||
Total other comprehensive income/(expense) for the year | 179 | (48) | (44) | |
Hedging losses transferred to cost of inventory | 22 | 14 | ||
Capital contribution (note 19) | 113 | |||
AMP Transfer (note 24) | (1,112) | |||
Business Combination (note 24) | 1,175 | |||
Total other comprehensive income for the period post AMP Transfer | 113 | |||
Hedging gains transferred to cost of inventory post AMP Transfer | (77) | |||
Balance at end of the year | 286 | € 253 | 48 | 12 |
Other reserves | ||||
Balance at beginning of the year | (15) | (4) | (8) | |
Total other comprehensive income for the year pre AMP Transfer | 55 | |||
Total other comprehensive income/(expense) for the year | (33) | (10) | ||
Hedging losses transferred to cost of inventory | (6) | 22 | 14 | |
Capital contribution (note 19) | 113 | |||
AMP Transfer (note 24) | (5,924) | |||
Business Combination (note 24) | 164 | |||
Total other comprehensive income for the period post AMP Transfer | 97 | |||
Hedging gains transferred to cost of inventory post AMP Transfer | (77) | |||
Balance at end of the year | (5,593) | (15) | (4) | |
Other reserves. | ||||
Capital contribution (note 19) | 113 | |||
AMP Transfer (note 24) | (5,924) | |||
Business Combination (note 24) | 164 | |||
Balance at end of the year | (5,647) | |||
Foreign currency translation reserve | ||||
Balance at beginning of the year | (32) | 10 | 9 | |
Total other comprehensive income for the year pre AMP Transfer | 14 | |||
Total other comprehensive income/(expense) for the year | (42) | 1 | ||
Total other comprehensive income for the period post AMP Transfer | (10) | |||
Balance at end of the year | (28) | (32) | 10 | |
Cash flow hedge reserve | ||||
Balance at beginning of the year | 17 | (14) | (19) | |
Total other comprehensive income for the year pre AMP Transfer | 41 | |||
Total other comprehensive income/(expense) for the year | 9 | (9) | ||
Hedging losses transferred to cost of inventory | (6) | 22 | 14 | |
Total other comprehensive income for the period post AMP Transfer | 107 | |||
Hedging gains transferred to cost of inventory post AMP Transfer | (77) | |||
Balance at end of the year | $ 82 | $ 17 | (14) | |
Cost of hedging reserve | ||||
Balance at beginning of the year | 2 | |||
Total other comprehensive income/(expense) for the year | $ (2) |
Other reserves- impact on other
Other reserves- impact on other reserves (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Equity issued to AGSA (see note 17) | $ 4,988 |
Cash payment (see cash flow statement) | 574 |
Initial fair value of Earnout Shares (see note 21) | 284 |
Total consideration given | 6,931 |
Less aggregate carrying value of net assets acquired * | (323) |
Impact from predecessor accounting | 6,608 |
Non-cash capital contribution (see note 19) | (814) |
Other reserves on AMP Transfer at date of reorganization | 130 |
Total impact on other reserves | 1,112 |
Related Party Borrowings Recognized As Of Acquisition Date | 1,741 |
Cash transferred | 2,315 |
Other reserves | |
Total impact on other reserves | 5,924 |
Public And Private Warrants | |
Financial liabilities recognised as of acquisition date | 41 |
AMP Promissory Note | |
AMP Promissory Note (see note 19) | $ 1,085 |
Other reserves - Equity and war
Other reserves - Equity and warrants to issued or exchanged and cost for listing services (Details) | Aug. 04, 2021USD ($)$ / shares | Dec. 31, 2021USD ($) |
Disclosure of detailed information about business combination [line items] | ||
Fair value of shares to be issued to Gores Holdings V in consideration for combination | $ 4,988,000,000 | |
Net assets of Gores Holdings V at Closing Date (including fair value of assumed Public and Private Warrants as discussed in note 21) | $ 323,000,000 | |
Difference - being IFRS 2 cost for listing services | $ 205,000,000 | |
Other reserves offset | 164,000,000 | |
Other liabilities and provisions offset | $ 41,000,000 | |
Gores Holdings V | ||
Disclosure of detailed information about business combination [line items] | ||
Total shares to be issued to Gores Holdings V stockholders | 40,019,577 | |
Market value per share at the Closing Date | $ / shares | $ 10.59 | |
Fair value of shares to be issued to Gores Holdings V in consideration for combination | $ 424,000,000 | |
Net assets of Gores Holdings V at Closing Date (including fair value of assumed Public and Private Warrants as discussed in note 21) | 219,000,000 | |
Difference - being IFRS 2 cost for listing services | $ 205,000,000 | |
Class A stock | Gores Holdings V | ||
Disclosure of detailed information about business combination [line items] | ||
Total shares to be issued to Gores Holdings V stockholders | 30,175,827 | |
Class F stock | Gores Holdings V | ||
Disclosure of detailed information about business combination [line items] | ||
Total shares to be issued to Gores Holdings V stockholders | 9,843,750 |
Related party transactions an_3
Related party transactions and information (Details) $ in Millions | Feb. 22, 2022shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)director | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Related party borrowings and receivables | |||||
Amount payable | $ 9 | ||||
Cash advances and loans from related parties | 206 | ||||
Corporate and business unit services | $ 33 | ||||
Yeoman Capital S.A. and subsidiaries | ARD Holdings S.A. | |||||
Related party borrowings and receivables | |||||
Percentage of issued share capital holding | 34.42% | ||||
Paul Coulson Ownership Interests | |||||
Related party borrowings and receivables | |||||
Shares held in entity | shares | 125,000 | ||||
Paul Coulson Ownership Interests | ARD Holdings S.A. | |||||
Related party borrowings and receivables | |||||
Percentage of issued share capital holding | 19.24% | ||||
Paul Coulson Ownership Interests | Yeoman Capital S.A. and subsidiaries | |||||
Related party borrowings and receivables | |||||
Percentage of issued share capital holding | 52.42% | ||||
Yeoman Capital S.A. and subsidiaries | ARD Holdings S.A. | |||||
Related party borrowings and receivables | |||||
Number of common directors | director | 4 | ||||
Key Management Personnel | |||||
Related party borrowings and receivables | |||||
Amount payable | $ 2 | ||||
Salaries and other short term employee benefits | 5 | ||||
Postemployment benefits | 0 | ||||
Transaction related and other compensation | 28 | ||||
AGSA | |||||
Other related party transactions | |||||
Net cash received from/(remitted to) Ardagh | $ 206 | $ (55) | $ (54) | ||
Tax offset in invested capital | (34) | 8 | (4) | ||
Other changes in intercompany balances, unsettled amounts, related party transactions | 4 | (2) | |||
Other related party transactions | $ 176 | $ (49) | $ (58) | ||
AGSA | Selling, general and administrative expenses | |||||
Related party borrowings and receivables | |||||
Corporate and business unit services | $ 33 |
Other information (Details)
Other information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of reclassifications or changes in presentation [line items] | |||
Losses and incremental losses included in adjusted EBITDA | $ 662 | $ 545 | $ 503 |
Cyber Security Incident | |||
Disclosure of reclassifications or changes in presentation [line items] | |||
Aggregate losses and incremental expenses | 31 | ||
Losses and incremental losses included in adjusted EBITDA | 26 | ||
Europe | |||
Disclosure of reclassifications or changes in presentation [line items] | |||
Losses and incremental losses included in adjusted EBITDA | 281 | 249 | 253 |
Europe | Cyber Security Incident | |||
Disclosure of reclassifications or changes in presentation [line items] | |||
Losses and incremental losses included in adjusted EBITDA | 15 | ||
Americas | |||
Disclosure of reclassifications or changes in presentation [line items] | |||
Losses and incremental losses included in adjusted EBITDA | 381 | $ 296 | $ 250 |
Americas | Cyber Security Incident | |||
Disclosure of reclassifications or changes in presentation [line items] | |||
Losses and incremental losses included in adjusted EBITDA | 11 | ||
Exceptional items | Cyber Security Incident | |||
Disclosure of reclassifications or changes in presentation [line items] | |||
Aggregate losses and incremental expenses | $ 5 |
Company Financial Information -
Company Financial Information - Financial position (Details) € in Millions, $ in Millions | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Current assets. | |||||
Total current assets | $ | $ 1,661 | $ 1,037 | |||
TOTAL ASSETS | $ | 5,325 | 4,254 | |||
Equity attributable to owners of the parent | |||||
Issued capital | $ | 7 | ||||
Share premium | $ | 5,992 | ||||
Other reserves | $ | (5,593) | (15) | |||
Retained earnings | $ | (120) | ||||
TOTAL EQUITY | 286 | € 253 | 48 | $ 12 | $ 140 |
Non-current liabilities. | |||||
Non-current liabilities | $ | 3,639 | 3,237 | |||
TOTAL LIABILITIES | $ | 5,039 | 4,206 | |||
TOTAL INVESTED CAPITAL and LIABILITIES | $ | 5,325 | $ 4,254 | |||
Parent | |||||
Non-current assets. | |||||
Investments in subsidiary undertakings | 3,401 | ||||
Current assets. | |||||
Amounts receivable from subsidiary undertakings | 11 | ||||
Other receivables and prepayments | 2 | ||||
Total current assets | 13 | ||||
TOTAL ASSETS | 3,414 | ||||
Equity attributable to owners of the parent | |||||
Issued capital | 6 | ||||
Share premium | 5,100 | ||||
Other reserves | (1,832) | ||||
Retained earnings | (148) | ||||
TOTAL EQUITY | $ 3,541 | 3,126 | |||
Non-current liabilities. | |||||
Amounts payable to related parties | 258 | ||||
Other liabilities | 30 | ||||
Non-current liabilities | 288 | ||||
TOTAL LIABILITIES | 288 | ||||
TOTAL INVESTED CAPITAL and LIABILITIES | € 3,414 |
Company Financial Information_2
Company Financial Information - Comprehensive income (Details) € in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Disclosure of information about consolidated structured entities [line items] | ||||
Profit/(loss) before tax | $ | $ (188) | $ 140 | $ (15) | |
Income tax (charge)/credit | $ | (22) | (29) | (25) | |
Profit/(loss) for the year | (210) | € (177) | $ 111 | $ (40) |
Parent | ||||
Disclosure of information about consolidated structured entities [line items] | ||||
Dividend income | 46 | |||
Other external charges | (1) | |||
Finance income | 1 | |||
Profit before exceptional items | 46 | |||
Exceptional operating costs | (183) | |||
Exceptional finance costs | (11) | |||
Profit/(loss) before tax | (148) | |||
Profit/(loss) for the year | $ (176) | € (148) |
Company Financial Information_3
Company Financial Information - Cash flows (Details) € in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Cash flows from operating activities | ||||
Cash used in operations | $ | $ 611 | $ 530 | $ 598 | |
Net cash from operating activities | $ | 458 | 334 | 377 | |
Cash flows from investing activities | ||||
Contribution to subsidiary undertaking | € 585 | |||
Net cash used in investing activities | $ | (691) | (268) | (205) | |
Cash flows from financing activities | ||||
Repayments of borrowings | $ | (5) | (8) | ||
Proceeds from share issuance | $ | 925 | |||
Net cash outflow from financing activities | $ | 454 | (98) | (36) | |
Net (decrease)/increase in cash and cash equivalents | $ | 221 | (32) | 136 | |
Cash and cash equivalents at the beginning of the year | $ | 257 | 284 | 148 | |
Exchange gain/(loss) on cash and cash equivalents | $ | (15) | 5 | ||
Cash and cash equivalents at the end of the year | $ | $ 463 | $ 257 | $ 284 | |
Parent | ||||
Cash flows from operating activities | ||||
Cash used in operations | (12) | |||
Net cash from operating activities | (12) | |||
Cash flows from investing activities | ||||
Contribution to subsidiary undertaking | (585) | |||
Net cash used in investing activities | (585) | |||
Cash flows from financing activities | ||||
Repayments of borrowings | (11) | |||
Proceeds from share issuance | 561 | |||
Dividends received | 46 | |||
Net cash outflow from financing activities | 596 | |||
Net (decrease)/increase in cash and cash equivalents | (1) | |||
Exchange gain/(loss) on cash and cash equivalents | 1 | |||
Payment of transaction costs | 24 | |||
Parent | Pipe investors | ||||
Cash flows from financing activities | ||||
Proceeds from issuing shares net of transaction costs | € 585 |
Company Financial Information_4
Company Financial Information - Parent only financial information (Details) € in Millions, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2018USD ($) | |
Disclosure of information about consolidated structured entities [line items] | ||||||
Profit/(loss) for the year | $ (210) | € (177) | $ 111 | $ (40) | ||
Equity | 286 | $ 48 | $ 12 | € 253 | $ 140 | |
Parent | ||||||
Disclosure of information about consolidated structured entities [line items] | ||||||
Profit/(loss) for the year | (176) | (148) | ||||
Equity | 3,541 | 3,126 | ||||
Subsidiaries | ||||||
Disclosure of information about consolidated structured entities [line items] | ||||||
Profit/(loss) for the year | (34) | € (29) | ||||
Equity | $ (3,255) | € (2,873) |