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.