DOCSLIB.ORG

Annual Report for the Year Ended December 31, 2020

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Annual Report for the Year Ended December 31, 2020 Annual Report For the Year Ended December 31, 2020 Ardagh Group S.A. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ANNUAL REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13 OR 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 Commission File Number: 001-38032 Ardagh Group S.A. (Name of Registrant) Grand Duchy of Luxembourg (Jurisdiction of incorporation) 56, rue Charles Martel L-2134 Luxembourg, Luxembourg +352 26 25 85 55 (Address of Principal Executive Offices) David Matthews, Chief Financial Officer 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg +352 26 25 85 55 Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Class A Common Shares, par value €0.01 per share ARD New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 18,670,555 Class A Common Shares, par value €0.01 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☐ No ☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☐ Accelerated Filer ☒ Non -Accelerated Filer ☐ Emerging growth company ☐ Indicate by check mark whether the registrant has fi led a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☐ International Financial Reporting Standards as issued by Other ☐ the International Accounting Standards Board ☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 __ Item 18__ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒ Table of Contents Definitions and Terminology 2 General Information 4 Group Consolidated Financial Statements – Basis of Preparation 4 Currencies 4 Safe Harbour Statement 5 Forward-Looking Statements 5 Non-GAAP Financial Measures 5 Part I 6 Item 1. Identity of Directors, Senior Management and Advisors 6 Item 2. Offer Statistics and Expected Timetable 6 Item 3. Key Information 6 Item 4. Information on the Company 39 Item 4A. Unresolved Staff Comments 54 Item 5. Operating and Financial Review and Prospects 55 Item 6. Directors, Senior Management and Employees 81 Item 7. Major Shareholders and Related Party Transactions 90 Item 8. Financial Information 94 Item 9. The Offer and Listing 95 Item 10. Additional Information 96 Item 11. Quantitative and Qualitative Disclosures About Market Risk 107 Item 12. Description of Securities Other than Equity Securities 109 Part II 109 Item 13. Defaults, Dividend Arrearages and Delinquencies 109 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 109 Item 15. Controls and Procedures 110 Item 16. Reserved 111 Item 16A. Audit committee financial expert 111 Item 16B. Code of Ethics 111 Item 16C. Principal Accountant Fees and Services 111 Item 16D. Exemptions from the Listing Standards for Audit Committees 112 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 112 Item 16F. Changes in Registrant’s Certifying Accountant 112 Item 16G. Corporate Governance 112 Item 16H. Mine Safety Disclosure 113 Part III 113 Item 17. Financial Statements 113 Item 18. Financial Statements 113 Item 19. Exhibits 114 Signatures 116 Index to the Financial Statements F-1 Ardagh Group S.A. 1 Definitions and Terminology Except where the context otherwise requires or where otherwise indicated, all references to “Ardagh”, “Ardagh Group”, “Group”, the “Company”, “we”, “us” and “our” refer to Ardagh Group S.A. and its consolidated subsidiaries, except where the context otherwise requires. Ardagh’s operations have the following divisions: “Metal Beverage Packaging” and “Glass Packaging”. References to legislation are, except where otherwise stated, references to the legislation of the United States of America. In addition, unless indicated otherwise, or the context otherwise requires, references in this annual report to: • “AMP Business” are to the business of developing, manufacturing, marketing and selling metal beverage cans and ends and related technical and customer services as engaged by the Ardagh Group and its subsidiaries, including the AMP Entities (as defined in the Business Combination Agreement). • “Ardagh Metal Packaging” are to Ardagh Metal Packaging S.A., an Ardagh wholly owned subsidiary that will hold the AMP Business; • “Articles” are to the Company’s articles of association; • “Beverage Can Acquisition” are to the Group’s acquisition of certain beverage can manufacturing assets from Ball Corporation and Rexam PLC on June 30, 2016; • “Brexit” are to the withdrawal of the United Kingdom from the European Union on January 31, 2020; • “Business Combination” are to the issuance by Ardagh Metal Packaging of shares to certain private investors (the “Subscribers”) in accordance with the Subscription Agreements, and the merger of MergeCo with and into GHV, with GHV being the surviving corporation as a wholly owned subsidiary of Ardagh Metal Packaging, as a result of which the GHV shares of Class A common stock will be exchanged for Ardagh Metal Packaging shares and the GHV warrants will be converted in accordance with their terms into the right to acquire Ardagh Metal Packaging shares. • “Business Combination Agreement” are to the Business Combination Agreement dated as of February 22, 2021, as it may be amended from time to time, by and among GHV, Ardagh Metal Packaging, Ardagh Group S.A. and MergeCo; • “CCIRS” are to cross currency interest rate swaps; • “CERCLA” are to the U.S. federal Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act of 1980; • “CGUs” are to cash generating units; • “Code” are to the U.S. Internal Revenue Code of 1986, as amended; • “COVID-19” are to SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks; • “CPGs” are to Consumer Packaged Goods companies; • “EPA” are to the U.S. Environmental Protection Agency; • “EWC” are to the European Works Council of Ardagh Group S.A.; Ardagh Group S.A. 2 • “Exchange Act” are to the U.S. Securities Exchange Act of 1934, as amended; • “FATCA” are to the U.S. Foreign Account Tax Compliance Act; • “GHV” are to Gores Holdings V, Inc., a Delaware corporation; • “IAS” are to the International Accounting Standards; • “IASB” are to the International Accounting Standards Board; • “IED” are to the EU Industrial Emissions Directive; • “IFRS” are to International Financial Reporting Standards; • “IFRS 5” are to Non-current assets held for sale and discontinued operations; • “IPO” are to the Company’s initial public offering, which closed on March 20, 2017; • “IRS” are to the U.S. Internal Revenue Service; • “Luxembourg Law” are to the provisions of the laws of Luxembourg; • “MergeCo” are to Ardagh MP MergeCo Inc; • “NYSE” are to the New York Stock Exchange; • “Parent Company” are to ARD Holdings S.A. and/or, where relevant, one or more of its subsidiaries; • “PFIC” are to a passive foreign investment company; • “Ppm” are to parts per million; • “REACH” are to the European Union’s regulations concerning the Registration, Evaluation, Authorization and Restriction of Chemicals; • “Sarbanes-Oxley Act” are to the U.S. Sarbanes-Oxley Act of 2002; • “Shareholder Agreement” are to the shareholder agreement dated March 20, 2017, entered into between ourselves and the Parent Company; • “Subscription Agreements” are to the subscription agreements, dated as of February 22, 2021, entered into with the private investors parties thereto (the “Subscribers”) related to the issuance to the Subscribers of 60 million Ardagh Metal Packaging shares; • “Toggle Notes” are to the Parent Company’s Dollar Toggle Notes and Euro Toggle Notes as referred to in “Item 7 – Major Shareholders and Related Party Transactions – Toggle Notes”; • “Trivium” are to Trivium Packaging B.V.
Load more

Recommended publications
  • Rexam PLC (Incorporated with Limited Liability in England and Wales with Registered Number 191285)
    6JUN200719055495 $550,000,000 Rexam PLC (incorporated with limited liability in England and Wales with registered number 191285) $550,000,000 6.75% Senior Notes Due 2013 The senior notes due 2013 (the Notes) of Rexam PLC (the Issuer) will bear interest at a rate of 6.75% per year. Interest on the Notes is payable on June 1 and December 1 of each year, commencing on December 1, 2008 until June 1, 2013 (the Maturity Date). The Issuer may redeem the Notes in whole or in part at any time at the redemption prices specified herein. See ‘‘Description of the Notes— Optional Redemption’’. For a more detailed description of the Notes, see ‘‘Description of the Notes’’. Investing in the Notes involves risks. For a discussion of these risks, see ‘‘Risk Factors’’ beginning on page 12. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or any state or other securities laws, and the Notes are being offered only to ‘‘qualified institutional buyers’’ (as defined in Rule 144A under the Securities Act (Rule 144A)) (QIBs) under Rule 144A and outside the United States under Regulation S of the Securities Act (Regulation S). Prospective purchasers that are QIBs are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfer of the Notes, see ‘‘Transfer Restrictions’’. Price for the Notes: 99.563% plus accrued interest, if any, from June 4, 2008 The Initial Purchasers expect to deliver the Notes to purchasers in book-entry form through the facilities of The Depository Trust Company (DTC), Clearstream Banking, soci´et´e anonyme (Clearstream, Luxembourg) and Euroclear Bank S.A./N.V.
    [Show full text]
  • Evaluation of the Production Planning at Rexam Beverage Can
    Evaluation of the Production Planning at Rexam Beverage Can 7KH3URGXFWLRQ3ODQWLQ)RVLH6ZHGHQ Lund Institute of Technology, Sweden Department of Industrial Management and Logistics Division of Production Management Author: Cecilia Danneke Academic Tutor: Ingela Elofsson Lund 2006-12-19 $EVWUDFW 7LWOH Evaluation of the Production Planning at Rexam Beverage Can 7KH3URGXFWLRQ3ODQWLQ)RVLH6ZHGHQ $XWKRU Cecilia Danneke 6XSHUYLVRU Christian Nilsson, 6DOHV &XVWRPHU6HUYLFH0DQDJHURexam Beverage Can Europe & Asia Ingela Elofsson, 'HSDUWPHQWRI3URGXFWLRQ0DQDJHPHQW, Lund Institute of Technology 3UREOHPGHILQLWLRQ An increased demand of beverage cans has caused problems with deliveries to several of Rexam’s customers. Rexam need to improve their delivery performance in order to maintain customer confidence. 3XUSRVH The purpose with this master thesis is to map, describe and analyses the production plant in Fosie’s production planning; regarding forecasting, material planning, safety stock, an optimal production batch and capacity planning. This is performed both on a central level as well as on an operational level. Secondly, guidelines and suggestions are presented for a more effective production planning. 0HWKRGRORJ\ The thesisisa qualitative based case study with constituent of quantity based information. &RQFOXVLRQV Rexam’s production planning can be improved by some easy changes. More accurate forecasts are decreasing the uncertainties. With a previously released line load, follow-ups can be done earlier and actions can be taken for possible deviations. The size of the order quantities are decreasing and expect to further be reduced. Nevertheless, an increased flexibility in the production makes it possible. The demand expects to increase in the future and a growing market as for the can industry, it is important to keep and improve customer’s confidence.
    [Show full text]
  • COVER SEP-OCT09.Indd 1 18/9/09 16:29:34
    Tech Can INTERNATIONAL SEPTEMBER/OCTOBER 2009 Asia CanTech Philippines Interview Supplier André Balbi Profile 2009 COVER SEP-OCT09.indd 1 18/9/09 16:29:34 Editorial Comment Editorial Director Sarah McRitchie [email protected] Next stop, Managing Editor Suzanne Christiansen [email protected] Asia CanTech Assistant Editor Alec Peachey [email protected] By Suzanne Christiansen, Managing Editor Art Editor Sue Burke [email protected] Advertisement Manager Victoria Deakins he third annual Asia CanTech is on its way, and we We also have several interviews of note enclosed in [email protected] here at CanTech International are busying ourselves these pages. The Latin American market continues to be T for what is always a much-anticipated event. It is a growth area for cans. Our Candid profile in this issue is André Balbi, president and CEO, Rexam Beverage Can Accounts being held this year in Bangkok at the beautiful Royal Clare Winchester Orchid Sheraton Hotel & Towers. Americas, who discusses what the can giant has planned [email protected] Suppliers and can makers are converging in Thailand for this region on page 15. for the conference and exhibition, which has become a Meanwhile, Alec Peachey caught up with Vince Major ‘must-visit’ date in the diaries of the region’s can makers. of the Can Makers on page 14, with the outlook for British Publisher Neil McRitchie Keynote speakers will include representatives from Ball Asia can makers. Henry Tanedo, president of the Tin Can [email protected] Pacific, Tata Tinplate, Hindustan Tin Works. The future of the Makers’ Association of the Philippines, was interviewed by two-piece can will be discussed, and other presentations David Hayes and gives his insight on how the Philippines of interest will be Bruce Ballard’s speech on “The Three can market is faring on page 22, and Jörg Höppner, Most Dangerous Trends in Can Making”.
    [Show full text]
  • Rexam PLC Annual Report 2009
    Annual Report 2009 Contents Page Introduction to Rexam 1 2009 Results Summary 2 Chairman’s Statement 4 Business Review 6 Our vision and strategy 6 Key performance indicators 7 Operational review 8 Beverage Cans 10 Plastic Packaging 12 Financial review 14 The global consumer packaging market 20 Key Group risk factors 22 Corporate responsibility 24 Directors and Officers 30 Directors’ Report 32 Corporate Governance Report 36 Remuneration Report 44 Rexam PLC consolidated financial statements 2009 57 Five year financial summary 105 Rexam PLC company financial statements 2009 106 Shareholder information 116 Addresses 118 The Annual Report 2009 contains statements which are not based on current or historical fact and which are forward looking in nature. These forward looking statements reflect knowledge and information available at the date of preparation of this Annual Report 2009 and the Company undertakes no obligation to update these forward looking statements. Such forward looking statements are subject to known and unknown risks and uncertainties facing the Group including, without limitation, those risks described in this Annual Report 2009, and other unknown future events and circumstances which can cause results and developments to differ materially from those anticipated. Nothing in this Annual Report 2009 should be construed as a profit forecast. The Annual Report 2009 can be viewed online at www.rexam.com/ar09. Downloadable files are also provided. Introduction to Rexam Rexam is a leading global consumer packaging company. We make beverage cans as well as a broad range of plastic packaging products and solutions. Our manufacturing skills, level of service and understanding of customer and consumer needs make us a sought after business partner for many of the world’s most famous and successful consumer brands.
    [Show full text]
  • The Shareholder Executive and Public Sector Businesses
    House of Commons Committee of Public Accounts The Shareholder Executive and Public Sector Businesses Forty-second Report of Session 2006–07 Report, together with formal minutes, oral and written evidence Ordered by the House of Commons to be printed 27 June 2007 HC 409 Published on 20 September 2007 by authority of the House of Commons London: The Stationery Office Limited £0.00 The Committee of Public Accounts The Committee of Public Accounts is appointed by the House of Commons to examine “the accounts showing the appropriation of the sums granted by Parliament to meet the public expenditure, and of such other accounts laid before Parliament as the committee may think fit” (Standing Order No 148). Current membership Mr Edward Leigh MP (Conservative, Gainsborough) (Chairman) Mr Richard Bacon MP (Conservative, South Norfolk) Annette Brooke MP (Liberal Democrat, Mid Dorset and Poole North) Angela Browning MP (Conservative, Tiverton and Honiton) Chris Bryant MP (Labour, Rhondda) Greg Clark MP (Conservative, Tunbridge Wells) Rt Hon David Curry MP (Conservative, Skipton and Ripon) Mr Ian Davidson MP (Labour, Glasgow South West) Mr Philip Dunne MP (Conservative, Ludlow) Mr John Healey MP (Labour, Wentworth) Ian Lucas MP (Labour, Wrexham) Mr Austin Mitchell MP (Labour, Great Grimsby) Dr John Pugh MP (Liberal Democrat, Southport) Rt Hon Don Touhig MP (Labour, Islwyn) Rt Hon Alan Williams MP (Labour, Swansea West) Mr Iain Wright MP (Labour, Hartlepool) Derek Wyatt MP (Labour, Sittingbourne and Sheppey) The following were also Members of the Committee during the period of the enquiry: Greg Clark MP (Conservative, Tunbridge Wells) Helen Goodman MP (Labour, Bishop Auckland) Mr Sadiq Khan MP (Labour, Tooting) Sarah McCarthy-Fry MP (Labour, Portsmouth North) Kitty Ussher MP (Labour, Burnley) Powers Powers of the Committee of Public Accounts are set out in House of Commons Standing Orders, principally in SO No 148.
    [Show full text]
  • Twist Beauty S.A R.L. & Partners S.C.A. Form F-1 Filed 2014-07-02
    SECURITIES AND EXCHANGE COMMISSION FORM F-1 Registration statement for securities of certain foreign private issuers Filing Date: 2014-07-02 SEC Accession No. 0001047469-14-006000 (HTML Version on secdatabase.com) FILER Twist Beauty S.a r.l. & Partners S.C.A. Mailing Address Business Address 5, RUE GUILLAUME KROLL 5, RUE GUILLAUME KROLL CIK:1611892| IRS No.: 000000000 | State of Incorp.:N4 | Fiscal Year End: 1231 LUXEMBOURG N4 L-1882 LUXEMBOURG N4 L-1882 Type: F-1 | Act: 33 | File No.: 333-197217 | Film No.: 14957504 352 26 34 03 21 Copyright © 2014 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Notes to the consolidated financial statements Rexam Cosmetics Notes to the 2012 Combined Financial Statements In thousands of USD Table of Contents As filed with the Securities and Exchange Commission on July 2, 2014 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Twist Beauty S.à r.l. & Partners S.C.A.* (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 3089 N/A (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 5, rue Guillaume Kroll L-1882 Luxembourg Grand Duchy of Luxembourg +352 26 34 03 21 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Albéa Beauty Solutions USA, LLC 595 Madison Avenue 10th Floor New York, New York 10022 +1 (212) 371-5100 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all communications, including communications sent to agent for service, should be sent to: Marc D.
    [Show full text]
  • CT-COVER JUN15.Indd
    CANTECH INTERNATIONAL JUNE 2015 CANTECH INTERNATIONAL www.cantechonline.comTech Can INTERNATIONAL JUNE 2015 INSIDE South America focus Metal decorating Lubricants A good investment? CONTENTS JUNE 2015 JUNE 2015 CONTENTS Volume 22, Number 9 12 CANTECH INTERNATIONAL JUNE 2015 CANTECH INTERNATIONAL www.cantechonline.comTech Can INTERNATIONAL JUNE 2015 INSIDE South America focus Metal decorating Lubricants 37 A good investment? Subscription Information DON’T MISS IT! An annual subscription to CanTech International includes; direct personal delivery of 10 40 issues per year, weekly email newsletter and online access 27 FINANCE REGULARS to digital back issues. Rupert Taylor, managing director, Head of Industrials Postal & Digital Issue One Year: 5 Comment EMEA, Corporate Advisory and £175 UK; £186 Europe; Etienne Hairy, managing £208 Rest of World 7 World News director, European Leveraged Postal & Digital Issue Two Years: Finance, at Royal Bank of £302 UK; £320 Europe; 48 Buyers Guide Scotland take a look at the £358 Rest of World packaging industry from a Digital Issue Only (One year): 65 Diary 22 financial point of view 40 IMDA REVIEW £166 The great and the good of the 66 Candid 30 SITE VISIT: metal decorating world To subscribe please email This month, Candid talks to Erik JØRGEN WINDELEV congregated once more last [email protected] Bouts, senior vice president and Richard Piper visits Jørgen month at the Indian Lakes or go to www.cantechonline.com/ COO of global metal packaging Windelev, in Copenhagen, Resort in Bloomingdale, Illinois. subscribe. at Ball Corporation Denmark, to find out how this CanTech International was Send address changes to: innovative firm can offer near there to report CanTech International, photo-quality finishes on metal FEATURES The Maltings, 57 Bath Street, substrates 42 EAA UPDATE Gravesend, Kent DA11 0DF, UK.
    [Show full text]
  • Rexam Annual Report 2012Rexam Annual Report
    Rexam annual report 2012 Rexam PLC 4 Millbank London SW1P 3XR United Kingdom www.rexam.com annual report 2012 WorldReginfo - 036ce036-ed0d-4059-b286-f429392a59db 015874_Rexam_AR12_Cov_ifc_ibc.indd 1 27/02/2013 19:15 157 The modern lifestyle many of us take for granted is predicated on a smooth running, sustainable supply chain to get items from the factory to the shop shelves and into our homes. Consumer packaging is an integral part of that supply chain in that it protects and preserves to reduce waste from spoilage and enables efficient distribution of goods. It also helps brand owners to promote their goods and inform end users of contents. In that respect, consumer packaging makes an essential contribution to a sustainable society. find out more online On our website you will find an interactive Board photography: Marcus Lyon version of the annual report 2012. You will also Feature photography: find annual reports from previous years (dating L2PM Films back to 1999) as well as investor presentations, Design and production by Radley Yeldar publications and other material on Rexam, its www.ry.com markets and business. This report has been printed on Hello Silk, find out more online a paper which is certified by the Forest On our website you will find ® Stewardship Council . The paper is made an interactive version of the in a mill registered to EMAS, the Eco annual report 2012. You will Management Audit Scheme, and with also find annual reports from www.rexam.com ISO14001 environmental management previous years (dating back system accreditation. This report was to 1999) as well as investor printed using vegetable oil based inks by presentations, publications ® a CarbonNeutral printer registered to and other material on Rexam, The annual report 2012 may contain statements which are not based on current or historical fact and which are forward looking in nature.
    [Show full text]
  • 1998 R&A Front
    Annual Report & Accounts 1998 Annual Report & Accounts 1998 1 Building Distribution Europe Building Distribution USA Manufacturing Division Contents Financial Highlights 2 Report of the Directors 42 Chairman’s Review 4 Directors’ Responsibility Statement 44 Chief Executive’s Review 8 Group Profit and Loss Account 45 – Building Distribution Europe 10 Balance Sheets 46 – Building Distribution USA 18 Group Cash Flow Statement 47 – Manufacturing Division 26 Accounting Policies 48 – Future Direction 30 Notes to the Accounts 50 Finance Director’s Review 31 Auditors’ Reports 67 Board of Directors 36 Principal Subsidiaries 68 Corporate Governance 37 Five Year Summary 71 Remuneration Report 38 Group Information inside back cover 2 Financial Highlights Building Distribution Europe Building Distribution USA Manufacturing Division Turnover 34.4% (£1,636.0m) 56.8% (£2,701.9m) 8.8% (£421.6m) Trading Profit 38.6% (£107.0m) 48.7% (£135.1m) 12.7% (£35.3m) Net Assets Employed 33.6% (£405.9m) 56.0% (£675.8m) 10.4% (£125.0m) 3 Profit before tax £m Earnings per share pence 97 264.2 97 31.07 98 279.5 98 32.70 Turnover £m Net assets per share pence 97 4,601.9 97 148.23 98 4,759.5 98 163.90 Trading profit £m 97 264.4 98 277.4 All figures are shown excluding the exceptional item Dividends Borrowings Net pence per share pence Net borrowings £m 97 11.4 97 65.8 98 12.5 98 41.6 Total £m Gearing % 97 65.0 97 7.7 98 71.7 98 4.4 Dividend cover per share 97 2.7 98 2.6 All figures are shown excluding the exceptional item Branch Network Building Distribution Europe Building Distribution USA 97 98 97 98 Plumbing 97 98 Plumb Center 303 318 HRPC 52 60 Ferguson Enterprises 256 287 Builder Center 87 95 Uni-Rents 21 21 Familian Corp 102 100 Pipeline Center 52 55 Crangrove/RSJ 11 11 Familian Northwest 79 82 Drainage Center 29 35 Brossette 274 295 Lumber Controls Center 27 28 OAG Group 76 81 Carolina Holdings 96 116 Total 932 999 Total 533 585 4 Chairman’s Review I am pleased to be able to report a record set of Improved trading conditions over the financial year assisted our UK distribution businesses.
    [Show full text]
  • Wagonload Network Solutions
    Wagonload Network Solutions A FREIGHT FRANCHISE - Unorthodox but effective Illustration: Conventional railway wagon. January 2013 Preface • This scoping study was commissioned by railfuture, which is the campaigning name of the Railway Development Society Limited. • railfuture is organised in 12 regional branches in England and 2 national branches For Scotland and Wales. We work with all levels oF national, devolved and local government, train operators and like-minded voluntary bodies to promote the interests of rail users and secure improvements to rail services. We are completely independent oF political parties, trades unions and railway management. We campaign for more freight to go by rail to increase the viability oF rail freight services and reduce the environmental damage caused by heavy Lorries. • The railfuture Media, Marketing and Communications (MMC) produced this publication on behalF of the railfuture Freight Group. • All enquiries about the content of this publication should be directed to the Freight Group at [email protected] • Media enQuiries about railfuture should be directed to [email protected] railfuture 2013 The Railway Development Society Limited Registered in England and Wales No: 5011634 A Company Limited by Guarantee Registered OFFice: 24 Chedworth Place, Tattingstone, SufFolk IP9 2ND Disclaimer: This study is based upon a desk-based exercise. Further academic and physical appraisal would be reQuired, to ascertain if identified items, could be progressed on a commercial, or co- operative basis. www.railFuture.org.uk www.railFuturescotland.org.uk www.railFuturewales.org.uk www.railwatch.org.uk railfuture on twitter railwatch on twitter railfuture on Facebook railfuture on LinkedIn railfuture on YouTube Wagonload Network Solutions A FREIGHT FRANCHISE - Unorthodox but effective Contents Page Executive Summary – Wagonload 2 I.
    [Show full text]
  • USW Member Donates Kidney to Union Brother
    43040_p01_36.qxp 6/11/2007 5:49 PM Page 1 43040_p01_36.qxp 6/11/2007 5:49 PM Page 2 STEELWORKER STORE INSIDEUSW@WORK Visit www.usw.org or Global Solidarity www.usw.ca today! In daring response to global capital, the USW is taking Check for new items! View the new catalog steps to create a truly international trade union. on the USW web site 04 and select the "Steelworker Store" button. Order online, download an order form to mail in OR Call 1-888-SAY-USW2 (1-888-729-8792) A Man Named Pearl Pearl Fryer, a retired local union president from South 08 Carolina, has gained national attention for his self-taught skills in topiary. The Steelworker Store is OPEN! Announcing the new USW CATALOG for all members, family and friends. Our catalog contains union-made products from the U.S. and Canada. Purchase shirts, hats, jackets, gifts and miscellaneous items showing your Steelworker pride. International Executive Board It is from (the) Rapid Response More than 700 of the USW's most active members lobby Leo W. Gerard convergence of struggles International President “ 10 their Congressional leaders on worker issues. James D. English and enlightened ideas Int’l. Secretary-Treasurer that a new frontier of Thomas M. Conway Int’l. Vice President democratic sovereignty (Administration) will emerge from Fred Redmond Int’l. Vice President this new era of (Human Affairs) globalization. Restoring Hope Ken Neumann Enacting the Employee Free Choice Act would go a long Nat’l. Dir. for Canada Luis Inacio Lula da Silva 21 way toward eliminating persistent poverty in America.
    [Show full text]
  • CT-COVER JUL12.Indd 1 12/7/12 16:47:07
    www.cantechonline.comTech Can INTERNATIONAL JULY/AUGUST 2012 Inside: Can making in the movies A look at lightweighting India market report Caps & Closures Massilly’s market strategy CT-COVER JUL12.indd 1 12/7/12 16:47:07 Editorial Comment Editorial Lights, Advisory Board camera, Gordon Shade Chief Executive Officer of the European Metal action Packaging Association (Empac) hese are three words that I wouldn’t normally – two major reasons why brand owners are increasingly associate with the can industry. Eurocan spent six switching to them. Simon Jennings Owner and advisor of Nomis Consultancy T months of last year working on the Tim Burton film There are only a few presentation slots available at Dark Shadows. Managing director John Jenner and his the next Asia CanTech event in Bangkok, Thailand, so we team were asked to provide can making equipment and highly recommend booking as soon as possible. If you set up two canneries at Pinewood Studios. With the likes prefer to promote your company through the tabletop of Johnny Depp and Eva Green on set I think it is fair to exhibition, the gold packages offer great opportunities. say that it wasn’t a standard job. However the guys at For further information visit www.asia-can.com or email Eurocan took it all in their stride and are now hoping for a Katrine Kjoeller at [email protected] Atit Bhatia Senior Vice President sequel! Find out more on page 14. at Hindustan Tin Works Moving away from the film industry for a moment this issue includes features on aluminium bottles, metal deco- rating and caps and closures.
    [Show full text]