UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6‑K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a‑16 OR 15d‑16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2020
Commission File Number: 001‑38032
Ardagh Group S.A.
(Name of Registrant)
56, rue Charles Martel
L‑2134 Luxembourg, Luxembourg
+352 26 25 85 55
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20‑F or Form 40‑F.
Form 20‑F ☒ Form 40‑F ☐
Indicate by check mark if the registrant is submitting the Form 6‑K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6‑K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
EXHIBIT INDEX
The following exhibit is filed as part of this Form 6‑K:
Exhibit Number |
|
Description |
99.1 |
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Ardagh Group S.A. Consolidated Financial Statements for the Year Ended December 31, 2019 |
99.2 |
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Ardagh Group S.A. Report of Management on Internal Control over Financial Reporting |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Ardagh Group S.A. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 20, 2020
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Ardagh Group S.A. |
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By: |
/s/ DAVID MATTHEWS |
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Name: |
David Matthews |
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Title: |
Chief Financial Officer |
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Exhibit 99.1
INDEX TO THE FINANCIAL STATEMENTS
Ardagh Group S.A.
F-1
Exhibit 99.1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Ardagh Group S.A.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statement of financial position of Ardagh Group S.A.
and its subsidiaries (the “Company”) as of December 31, 2019 and 2018, and the related consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for each of the three years in the period ended December 31, 2019, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019, the manner in which it accounts for revenues from contracts with customers in 2018 and the manner in which it accounts for financial instruments in 2018.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
Ardagh Group S.A.
F-2
Exhibit 99.1
operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/PricewaterhouseCoopers
Dublin, Ireland
February 20, 2020
We have served as the Company’s auditor since at least 1968, which includes periods before the Company became subject to SEC reporting requirements in 2017. We have not been able to determine the specific year we began serving as auditor of the Company or its predecessors.
Ardagh Group S.A.
F-3
Exhibit 99.1
ARDAGH GROUP S.A.
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Year ended December 31, 2019 |
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Year ended December 31, 2018 |
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Year ended December 31, 2017 |
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Before |
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Before |
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Before |
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exceptional |
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Exceptional |
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exceptional |
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Exceptional |
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exceptional |
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Exceptional |
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items |
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Items |
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Total |
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items |
|
Items |
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Total |
|
items |
|
Items |
|
Total |
|||
|
|
Note |
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
$'m |
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Note 4 |
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Note 4 |
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Note 4 |
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Revenue |
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3 |
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6,660 |
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— |
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6,660 |
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6,676 |
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— |
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6,676 |
|
6,390 |
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— |
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6,390 |
Cost of sales |
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|
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(5,595) |
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(2) |
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(5,597) |
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(5,623) |
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(108) |
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(5,731) |
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(5,309) |
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(78) |
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(5,387) |
Gross profit |
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1,065 |
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(2) |
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1,063 |
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1,053 |
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(108) |
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|
945 |
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1,081 |
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(78) |
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1,003 |
Sales, general and administration expenses |
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|
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(311) |
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(51) |
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(362) |
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(300) |
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(17) |
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(317) |
|
(286) |
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(45) |
|
|
(331) |
Intangible amortization and impairment |
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9 |
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(233) |
|
— |
|
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(233) |
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(237) |
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(186) |
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(423) |
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(237) |
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— |
|
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(237) |
Operating profit |
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521 |
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(53) |
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|
468 |
|
516 |
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(311) |
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|
205 |
|
558 |
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(123) |
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|
435 |
Net finance expense |
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5 |
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(456) |
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(203) |
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(659) |
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(457) |
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(22) |
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|
(479) |
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(506) |
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(132) |
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(638) |
Share of post-tax loss in equity accounted joint venture |
|
12 |
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(10) |
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(39) |
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(49) |
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— |
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— |
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— |
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— |
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— |
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— |
Profit/(loss) before tax |
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55 |
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(295) |
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(240) |
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59 |
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(333) |
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(274) |
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52 |
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(255) |
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(203) |
Income tax (charge)/credit |
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6 |
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(41) |
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(3) |
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(44) |
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(67) |
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49 |
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(18) |
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(47) |
|
124 |
|
|
77 |
Profit/(loss) from continuing operations |
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14 |
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(298) |
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(284) |
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(8) |
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(284) |
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(292) |
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5 |
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(131) |
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(126) |
Profit from discontinued operation |
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25 |
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215 |
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1,527 |
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1,742 |
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211 |
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(13) |
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198 |
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201 |
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(12) |
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|
189 |
Profit/(loss) for the year |
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|
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229 |
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1,229 |
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1,458 |
|
203 |
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(297) |
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(94) |
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206 |
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(143) |
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63 |
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Profit/(loss) attributable to: |
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Equity holders |
|
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1,458 |
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(94) |
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|
63 |
Non-controlling interests |
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|
|
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— |
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|
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|
— |
|
|
|
|
|
|
— |
Profit/(loss) for the year |
|
|
|
|
|
|
|
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1,458 |
|
|
|
|
|
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(94) |
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|
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|
63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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Earnings/(loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Basic and diluted earnings/(loss) for the year attributable to equity holders |
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7 |
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$ |
6.17 |
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$ |
(0.40) |
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$ |
0.27 |
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Loss per share from continuing operations: |
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Basic and diluted loss per share from continuing operations attributable to equity holders |
|
7 |
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$ |
(1.20) |
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|
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$ |
(1.24) |
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|
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$ |
(0.55) |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
Ardagh Group S.A.
F-4
Exhibit 99.1
ARDAGH GROUP S.A.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
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Year ended December 31, |
||||
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|
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2019 |
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2018 |
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2017 |
|
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Note |
|
$'m |
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$'m |
|
$'m |
|
|
|
|
|
|
|
|
|
Profit/(loss) for the year |
|
|
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1,458 |
|
(94) |
|
63 |
|
|
|
|
|
|
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Other comprehensive income/(expense): |
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|
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|
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Items that may subsequently be reclassified to income statement |
|
|
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|
|
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|
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Foreign currency translation adjustments: |
|
|
|
|
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|
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—Arising in the year |
|
|
|
47 |
|
75 |
|
(178) |
|
|
|
|
47 |
|
75 |
|
(178) |
Effective portion of changes in fair value of cash flow hedges: |
|
|
|
|
|
|
|
|
—New fair value adjustments into reserve |
|
|
|
54 |
|
54 |
|
(254) |
—Movement out of reserve to income statement |
|
|
|
(10) |
|
(73) |
|
258 |
—Movement in deferred tax |
|
|
|
1 |
|
5 |
|
1 |
|
|
|
|
45 |
|
(14) |
|
5 |
(Loss)/gain recognized on cost of hedging: |
|
|
|
|
|
|
|
|
—New fair value adjustments into reserve |
|
|
|
(8) |
|
15 |
|
— |
—Movement out of reserve |
|
|
|
(12) |
|
(2) |
|
— |
|
|
|
|
(20) |
|
13 |
|
— |
|
|
|
|
|
|
|
|
|
Share of other comprehensive income in equity accounted joint venture |
|
12 |
|
5 |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
Items that will not be reclassified to income statement |
|
|
|
|
|
|
|
|
—Re-measurement of employee benefit obligations |
|
21 |
|
(140) |
|
11 |
|
49 |
—Deferred tax movement on employee benefit obligations |
|
|
|
32 |
|
(1) |
|
(6) |
|
|
|
|
(108) |
|
10 |
|
43 |
|
|
|
|
|
|
|
|
|
Share of other comprehensive income in equity accounted joint venture |
|
12 |
|
2 |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
Total other comprehensive (expense)/income for the year |
|
|
|
(29) |
|
84 |
|
(130) |
|
|
|
|
|
|
|
|
|
Total comprehensive income/(expense) for the year |
|
|
|
1,429 |
|
(10) |
|
(67) |
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
Equity holders |
|
|
|
1,429 |
|
(10) |
|
(67) |
Non-controlling interests |
|
|
|
— |
|
— |
|
— |
Total comprehensive income/(expense) for the year |
|
|
|
1,429 |
|
(10) |
|
(67) |
|
|
|
|
|
|
|
|
|
Attributable to equity holders: |
|
|
|
|
|
|
|
|
Continuing operations |
|
|
|
(312) |
|
(173) |
|
(370) |
Discontinued operation |
|
|
|
1,741 |
|
163 |
|
303 |
Total comprehensive income/(expense) for the year |
|
|
|
1,429 |
|
(10) |
|
(67) |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
Ardagh Group S.A.
F-5
Exhibit 99.1
ARDAGH GROUP S.A.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
|
|
|
At December 31, |
||
|
|
|
|
2019 |
|
2018 |
|
|
Note |
|
$'m |
|
$'m |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Intangible assets |
|
9 |
|
2,884 |
|
3,601 |
Property, plant and equipment |
|
10 |
|
2,677 |
|
3,388 |
Derivative financial instruments |
|
20 |
|
4 |
|
11 |
Deferred tax assets |
|
13 |
|
204 |
|
254 |
Investment in material joint venture |
|
12 |
|
375 |
|
— |
Other non-current assets |
|
11 |
|
68 |
|
24 |
|
|
|
|
6,212 |
|
7,278 |
Current assets |
|
|
|
|
|
|
Inventories |
|
14 |
|
964 |
|
1,284 |
Trade and other receivables |
|
15 |
|
734 |
|
1,053 |
Contract assets |
|
16 |
|
151 |
|
160 |
Derivative financial instruments |
|
20 |
|
3 |
|
9 |
Cash and cash equivalents |
|
17 |
|
614 |
|
530 |
|
|
|
|
2,466 |
|
3,036 |
TOTAL ASSETS |
|
|
|
8,678 |
|
10,314 |
|
|
|
|
|
|
|
Equity attributable to owners of the parent |
|
|
|
|
|
|
Issued capital |
|
18 |
|
23 |
|
23 |
Share premium |
|
|
|
1,292 |
|
1,292 |
Capital contribution |
|
|
|
485 |
|
485 |
Other reserves |
|
|
|
165 |
|
45 |
Retained earnings |
|
|
|
(2,181) |
|
(3,355) |
|
|
|
|
(216) |
|
(1,510) |
Non-controlling interests |
|
|
|
1 |
|
1 |
TOTAL EQUITY |
|
|
|
(215) |
|
(1,509) |
Non-current liabilities |
|
|
|
|
|
|
Borrowings |
|
20 |
|
5,524 |
|
7,729 |
Lease obligations |
|
20 |
|
291 |
|
32 |
Employee benefit obligations |
|
21 |
|
716 |
|
957 |
Derivative financial instruments |
|
20 |
|
44 |
|
107 |
Deferred tax liabilities |
|
13 |
|
344 |
|
543 |
Provisions |
|
22 |
|
29 |
|
38 |
|
|
|
|
6,948 |
|
9,406 |
Current liabilities |
|
|
|
|
|
|
Borrowings |
|
20 |
|
22 |
|
114 |
Lease obligations |
|
20 |
|
73 |
|
4 |
Interest payable |
|
|
|
60 |
|
81 |
Derivative financial instruments |
|
20 |
|
17 |
|
38 |
Trade and other payables |
|
23 |
|
1,628 |
|
1,983 |
Income tax payable |
|
|
|
97 |
|
114 |
Provisions |
|
22 |
|
48 |
|
83 |
|
|
|
|
1,945 |
|
2,417 |
TOTAL LIABILITIES |
|
|
|
8,893 |
|
11,823 |
TOTAL EQUITY and LIABILITIES |
|
|
|
8,678 |
|
10,314 |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
Ardagh Group S.A.
F-6
Exhibit 99.1
ARDAGH GROUP S.A.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
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Attributable to the owner of the parent |
|
|
|
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Foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
currency |
|
Cash flow |
|
Cost of |
|
|
|
|
|
Non‑ |
|
|
|
|
Share |
|
Share |
|
Capital |
|
translation |
|
hedge |
|
hedging |
|
Retained |
|
|
|
controlling |
|
Total |
|
|
capital |
|
premium |
|
contribution |
|
reserve |
|
reserve |
|
reserve |
|
earnings |
|
Total |
|
interests |
|
equity |
|
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
$'m |
|
|
Note 18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2017 |
|
— |
|
274 |
|
485 |
|
189 |
|
(37) |
|
— |
|
(3,093) |
|
(2,182) |
|
3 |
|
(2,179) |
Profit for the year |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
63 |
|
63 |
|
— |
|
63 |
Other comprehensive (expense)/income |
|
— |
|
— |
|
— |
|
(178) |
|
5 |
|
— |
|
43 |
|
(130) |
|
— |
|
(130) |
Share re-organization (Note 18) |
|
23 |
|
(23) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Share issuance (Note 18) |
|
— |
|
323 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
323 |
|
— |
|
323 |
Conversion of related party loan (Note 18) |
|
— |
|
716 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
716 |
|
— |
|
716 |
Dividends paid (Note 26) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(165) |
|
(165) |
|
— |
|
(165) |
Non-controlling interest in disposed business |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2) |
|
(2) |
At December 31, 2017 |
|
23 |
|
1,290 |
|
485 |
|
11 |
|
(32) |
|
— |
|
(3,152) |
|
(1,375) |
|
1 |
|
(1,374) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2018 (i) |
|
23 |
|
1,290 |
|
485 |
|
11 |
|
(48) |
|
18 |
|
(3,139) |
|
(1,360) |
|
1 |
|
(1,359) |
Loss for the year |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(94) |
|
(94) |
|
— |
|
(94) |
Other comprehensive income/(expense) |
|
— |
|
— |
|
— |
|
75 |
|
(14) |
|
13 |
|
10 |
|
84 |
|
— |
|
84 |
Hedging gains transferred to cost of inventory |
|
— |
|
— |
|
— |
|
— |
|
(10) |
|
— |
|
— |
|
(10) |
|
— |
|
(10) |
Share issuance |
|
— |
|
2 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
2 |
|
— |
|
2 |
Dividends paid (Note 26) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(132) |
|
(132) |
|
— |
|
(132) |
At December 31, 2018 |
|
23 |
|
1,292 |
|
485 |
|
86 |
|
(72) |
|
31 |
|
(3,355) |
|
(1,510) |
|
1 |
|
(1,509) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2019 (ii) |
|
23 |
|
1,292 |
|
485 |
|
86 |
|
(72) |
|
31 |
|
(3,401) |
|
(1,556) |
|
1 |
|
(1,555) |
Profit for the year |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,458 |
|
1,458 |
|
— |
|
1,458 |
Other comprehensive income/(expense) |
|
— |
|
— |
|
— |
|
52 |
|
45 |
|
(20) |
|
(106) |
|
(29) |
|
— |
|
(29) |
Hedging losses transferred to cost of inventory |
|
— |
|
— |
|
— |
|
— |
|
16 |
|
— |
|
— |
|
16 |
|
— |
|
16 |
Recycle to income statement on disposal of subsidiary (Note 25) |
|
— |
|
— |
|
— |
|
27 |
|
— |
|
— |
|
— |
|
27 |
|
— |
|
27 |
Dividends paid (Note 26) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(132) |
|
(132) |
|
— |
|
(132) |
At December 31, 2019 |
|
23 |
|
1,292 |
|
485 |
|
165 |
|
(11) |
|
11 |
|
(2,181) |
|
(216) |
|
1 |
|
(215) |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
(i) Retained earnings at January 1, 2018 were re-presented by $13 million reflecting $20 million in respect of the impact of the adoption of IFRS 15 “Revenue from contracts with customers”, partly offset by $7 million in respect of the adoption of IFRS 9 “Financial instruments”. Further, following the adoption of IFRS 9 “Financial instruments”, the cash flow hedge reserve was re-presented by $16 million, and cost of hedging reserve was re-presented to $18 million.
(ii) Retained earnings at January 1, 2019 have been re-presented by $46 million reflecting the impact of the adoption of IFRS 16 ‘Leases’. Please refer to Note 2 for further details in respect of the impact of this recently adopted accounting standard.
Ardagh Group S.A.
F-7
Exhibit 99.1