NOMD 20-F Report ended Dec. 31, 2019

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•	our beliefs and intentions regarding our strategic initiatives and their impact on the growth and

•	our intent to profitably grow our business through our strategic initiatives;

•	our intent to seek additional acquisition opportunities in food products and our expectation regarding competition for acquisitions;

•	our beliefs regarding the anticipated impact of the exit by the UK from the EU ("Brexit") on our business;

•	our expectations concerning our ability to fund our liquidity requirements and to raise cash through equity and debt offerings;

•	our expectations concerning our capital expenditures in 2020;

•	our beliefs regarding our sales, marketing and advertising strategies, competitive strengths and ability to successfully compete in the markets in which we participate;

•	our expectations concerning consumer demand for our products, our future growth opportunities, market share and sales channels, including online channels;

•	our beliefs and intentions regarding the impact of key industry trends on our business, our actions in response to such trends and the resulting impact on our profitability and competitive position;

•	our future operating and financial performance;

•	our intent to settle any Founder Preferred Shares Annual Dividend Amount (as defined herein) with equity;

•	our belief that we have sufficient spare capacity to accommodate future growth in our main product categories and to accommodate the seasonal nature of some of our products;

•	our beliefs and intentions regarding our sustainability program;

•	our intent to rely on some of the available foreign private issuer exemptions to the New York Stock Exchange (the “NYSE”) corporate governance rules; and

•	the accuracy of our estimates and key judgments regarding certain tax matters and accounting valuations.

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•	our ability to successfully implement our strategic initiatives;

•	the anticipated benefits from the acquisition of the Aunt Bessie's and Goodfella's brands may take longer to realize and may cost more to achieve than expected;

•	uncertainty about the terms and timing of the trade agreement between the UK and the EU associated with Brexit, as well as the potential adverse impact of Brexit on currency exchange rates, global economic conditions and cross-border agreements that affect our business;

•	the loss of any of our executive officers or members of our senior management team or other key employees;

•	the loss of any of our major customers or a decrease in demand for our products;

•	our ability to effectively compete in our markets;

•	changes in consumer preferences and our failure to anticipate and respond to such changes or to successfully develop and renovate products;

•	our ability to successfully interpret and respond to key industry trends and to realize the expected benefits of our responsive actions;

•	our ability to protect our brand names and trademarks;

•	the commercial success of our Green Cuisine brand of products, including as a result of its expansion into

•	economic conditions that may affect our future performance including exchange rate fluctuations;

•	fluctuations in the availability of food ingredients and packaging materials that we use in our products;

•	our ability to effectively mitigate factors that negatively impact our supply of raw materials, including pea supply;

•	disruptions in our information technology systems, supply network, manufacturing and distribution facilities or our workforce or the workforce of our suppliers;

•	our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing, as needed, to fund our liquidity requirements and capital expenditures;

•	availability of debt and equity financing under favorable terms;

•	increases in operating costs, including labor costs, and our ability to manage our cost structure;

•	the occurrence of liabilities not covered by our insurance;

•	our ability to successfully implement, and engage other stakeholders in implementing, our sustainability program;

•	the loss of our financial arrangements with respect to receivables factoring;

•	the loss of our foreign private issuer status;

•	the effects of reputational damage from unsafe or poor quality food products, particularly if such issues involve products we manufactured or distributed;

•	our failure to comply with, and liabilities related to, environmental, health and safety laws and regulations; and

•	changes in applicable laws or regulations.

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Item 1:	Identity of Directors, Senior Management and Advisers

A.	Directors and Senior Management

B.	Advisers

C.	Auditors

Item 2:	Offer Statistics and Expected Timetable

A.	Offer Statistics

B.	Method and Expected Timetable

Item 3:	Key Information

A.	Selected Financial Data

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B.	Capitalization and Indebtedness

C.	Reasons for the Offer and Use of Proceeds

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D.	Risk Factors

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•

1,500,000 Founder Preferred Shares held by the Founder Entities, which are controlled by the Founders. The preferred shares held by the Founder Entities (the “Founder Preferred Shares”) will automatically convert into ordinary shares on a one for one basis (subject to adjustment in accordance with our Memorandum and Articles of Association) on the last day of the seventh full financial year following completion of the Iglo Acquisition and some or all of them may be converted following written request from the holder;

•	59,375 options held by certain current and former of our Directors which are exercisable to purchase ordinary shares, on a one-for-one basis, at any time at the option of the holder; and

•	4,989,522 equity awards issued under the LTIP, which may be converted into ordinary shares subject, in most cases, to meeting certain performance conditions.

•	variations in our quarterly operating results;

•	volatility in our industry, the industries of our customers and suppliers and the global securities markets;

•	risks relating to our business and industry, including those discussed above;

•	strategic actions by us or our competitors;

•	reputational damage from unsafe or poor quality food products;

•	actual or expected changes in our growth rates or our competitors’ growth rates;

•	investor perception of us, the industry in which we operate, the investment opportunity associated with the ordinary shares and our future performance;

•	addition or departure of our executive officers;

•	changes in financial estimates or publication of research reports by analysts regarding our ordinary shares, other comparable companies or our industry generally;

•	trading volume of our ordinary shares;

•	future sales of our ordinary shares by us or our shareholders;

•	domestic and international economic, legal and regulatory factors unrelated to our performance; or

•	the release or expiration of lock-up or other transfer restrictions on our outstanding ordinary shares.

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Item 4.	Information on the Company

A.	History and Development of the Company

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•	implementing food hygiene principles across all production sites in accordance with food hygiene regulations;

•

annual external auditing of our production sites conducted by independent compliance companies applying the British Retail Consortium Global Standard for Food Safety Issue 8, its European equivalent, the International Food Standard or the Global Food Safety Initiative. Currently 93% of our suppliers are also certified to one or more of these food safety management systems and it is our long term objective to achieve 100% certification;

•	ensuring that our Group’s Quality Management Systems comply with ISO 9001 with external audits to ISO or BRC standard;

•	conducting internal audits covering all production sites as part of our internal audit program (including cross-audits where one site's audit team audits another's system);

•	maintaining a risk-based microbiological and contaminant screening program, including screening for allergens, that covers raw materials and finished products; and

•	holding monthly regulatory updates to assess emerging risk areas, update policies and review outstanding issues as part of the quality forum meeting which is attended by functional heads.

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C.	Organizational Structure

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D.	Property, Plant and Equipment

Item 4A.	Unresolved Staff Comments

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A.	Operating Results

(1)	Gross Margin . Gross margin represents gross profit as a percentage of revenue for the relevant period.

(2)

Adjusted EBITDA . EBITDA is profit or loss for the period before taxation, net financing costs, depreciation and amortization. Adjusted EBITDA is EBITDA adjusted to exclude, when they occur, the impacts of exited markets, acquisition purchase price adjustments, chart of account (“CoA”) alignments and exceptional items such as restructuring charges, goodwill and intangible asset impairment charges and other unusual or non-recurring items. In addition, we exclude other adjustments such as the impact of share based payment expenses and related employer payroll taxes, and non-operating M&A related costs, because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance. The Company believes Adjusted EBITDA provides important comparability of underlying operating results, allowing investors and management to assess operating performance on a consistent basis. Accordingly, the information has been disclosed in this annual report to permit a more complete and comprehensive analysis of our operating performance. You should exercise caution in comparing our Adjusted EBITDA with similarly titled measures of other companies, as the definition may not be comparable. Adjusted EBITDA should not be considered as an alternative to profit/(loss) for the period, determined in accordance with IFRS, as an indicator of the Company’s operating performance.

(3)	Adjusted EBITDA Margin. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue for the relevant period. Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures and you should not consider them an alternative or substitute to operating profit or operating margin as a measure of operating performance.

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(1)	Elimination of exceptional items which management believes are non-recurring and do not have a continuing impact. Details of what has been identified as exceptional is included in the Results of Operations for each reporting period as set out in this item and in Item 5 of the 2018 Form 20-F.

(2)

Represents the elimination of share-based payment charges and related employer payroll expense of €22.4 million (2018: €14.7 million, 2017: €2.6 million) and elimination of non-operating M&A related costs, professional fees, transaction costs and purchase accounting related valuations of €3.3 million (2018: €8.9 million , 2017: €3.0 million ). We exclude these costs because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance.

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•	A 20 basis points increase relating to the non-cash fair value uplift of inventory in 2018, recorded as part of the Goodfella's Pizza and Aunt Bessie's purchase price accounting.

•	Acquisition mix of 50 basis points decrease due primarily to the acquired businesses product mix margin profile being lower.

•	A 330 basis points benefit from pricing, promotional efficiencies and mix;

•	A 310 basis points decrease due to cost of goods inflation.

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B.	Liquidity and Capital Resources

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C.	Research and development, patents and licenses, etc.

D.	Trend information

1.

Consumer Preferences . Consumer preferences drive demand for our products. There are a number of trends in consumer preferences which are having an impact on us and the frozen food industry as a whole. These include preferences for speed, convenience and ease of food preparation; natural, nutritious and well-proportioned meals; and products that are sustainably sourced and produced and are otherwise environmentally friendly. Our results of operation depend in large part on the continued appeal of our products and, given the varying backgrounds and tastes of our customer base, our ability to offer a sufficient range of products to satisfy a broad spectrum of preferences. For example, there is a growing trend towards greater consumption of vegetarian and vegan foods, especially by meat eaters, which resulted in 40% of households in the UK purchasing meat substitutes in 2019. In order to address consumer needs and ensure the continued success of our products, we aim to introduce new products, renovate core products and extend existing product lines on a timely basis.

2.

Competition . In addition to the competition we face from traditional, well-established branded frozen food manufacturers, over the last few years we have seen increased competition from the discounter channel. Discounters are supermarket retailers which offer food and grocery products at discounted prices and which typically focus on non-branded rather than branded products. The discounter channel has been growing at a faster rate than the traditional retailer channels over the last several years. To address this growing trend, we continue to pursue opportunities to increase our presence with the discounter channel, particularly the hard discounter channel. With the growth of the discounter channel, in an effort to compete, our traditional retail customers have increased their offering of their own private label products. Because these customers control the shelf space allocations within their stores, they may allocate more shelf space to their private label products in accordance with their respective promotional strategies. To address decreases in shelf space allocated to our products, we have expanded our focus on “category management projects". We have been chosen to lead category management projects by several retailers and provide objective advice regarding the strategic development of our food categories. As we increase our influence with retailers, we expect this will translate into an increased share of shelf space and provide more favorable positioning of our products relative to the competition.

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3.

Shopping Habits . The online grocery retail channel is growing faster than traditional grocery retail formats across developed markets. Consumers with increasingly busy lifestyles are choosing the online grocery channel as a more convenient and faster way of purchasing their food products, and are also increasingly using the internet for meal ideas. Frozen foods particularly benefit from the online channel as the advantages to the consumer of outsourcing transportation of frozen food to the retailer are greater than in other categories, and also because some of the barriers to purchasing in-store (e.g. colder aisles) are removed for the consumer online. We are responding to the growing consumer shift to digital and mobile technologies, particularly in the UK, by investing in technology platforms and partnering with retailers that are executing their own e-commerce strategies to meet changing consumer habits.

E.	Off-balance sheet arrangements

(1)	Represents estimates of future interest payable, which will depend upon the timing of cash flows as well as fluctuations in the applicable interest rates and the Company’s debt structure. These forecasts have been compiled using the debt structure as at December 31, 2019 with constant foreign exchange and interest rates until the debt matures in 2024.

(2)	Cross currency interest rate swap payments and forward contracts are presented alongside receipts to show the net liability.

(3)	Excludes contractual annual increases linked to inflation indices.

(4)	Represents capital and raw material expenditures as well as long term service contracts which we have committed to make but which are not yet payable.

(5)	Retirement benefit obligations of €237.5 million are not presented above as the timing of the settlement of these obligations is uncertain. Certain long-term liabilities related to income taxes, insurance accruals, other accruals and provisions included on the consolidated balance sheet are excluded from the above table as we are unable to estimate the timing of payments for these items.

G.	Safe harbor

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Item 6.	Directors, Senior Management and Employees

A.	Executive Officers and Directors

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B.	Compensation of Executive Officers and Directors

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(a)	an annual contribution of £75,000 (based on an increase in 2019) paid either to a pension plan or to Mr. Descheemaeker directly (as he so directs);

(b)	eligibility for performance-related discretionary cash bonuses (target performance equates to 100% of base salary), subject to the achievement of financial and other performance targets as we may decide;

(c)	a one-time award of 2,000,000 ordinary shares remaining in the Company, 50% of which will vest on the Company exceeding an agreed EBITDA target and 50% of which will vest subject to the Company’s shares achieving a specified target price. Both tranches of shares are also subject to further vesting conditions relating to Mr. Descheemaeker’s tenure as Chief Executive Officer; and

(d)	an annual car allowance of £14,400, death in service benefit (three times salary), group income protection (offering 75% of base salary less £5,000) and family medical insurance.

(a)	an annual contribution of 10% of his base salary, paid either to a pension plan or to Mr. Zekhout directly (as he so directs);

(b)	eligibility for performance-related discretionary cash bonuses (up to 100% of salary with an opportunity to increase this to 200% depending on business performance), subject to the achievement of financial and other performance targets as the Company may decide;

(c)	a one-time award of 300,000 ordinary shares as incentive compensation under the Company's LTIP, subject to performance-based vesting conditions and the other terms and conditions set forth in a share grant award agreement; and

(d)	an annual car allowance of £13,200, death in service benefit (three times salary), group income protection (offering 75% of base salary less £5,000) and family medical insurance.

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D.	Employees

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E.	Share Ownership

•	each of our current directors;

•	each of our named executive officers for the fiscal year ended December 31, 2019; and

•	all of our current directors and current executive officers as a group.

*	Represents beneficial ownership of less than one percent of ordinary shares outstanding.

(1)

Consists of (i) 5,539,705 ordinary shares held indirectly through the Martin E. Franklin Revocable Trust, (ii) 750,000 Founder Preferred Shares held indirectly through Mariposa Acquisition II, LLC (which are convertible at any time at the option of the holder into ordinary shares on a one-for-one basis) , (iii) 3,147,559 ordinary shares held indirectly through RSMA, LLC and (iv) 944,267, 944,267 and 125,902 ordinary shares held by other members of Mariposa Acquisition II, LLC, respectively, which Sir Franklin has the sole power to vote pursuant to irrevocable proxy agreements dated each of June 15, 2018 and January 7, 2019. In addition, Sir Franklin indirectly owns 69% of Mariposa Acquisition II, representing 517,500 Founder Preferred Shares. Sir Franklin disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(2)

Includes (i) 11,168,647 ordinary shares of which 4,460,537 are held by TOMS Acquisition I LLC and 6,708,110 are held by TOMS Capital Investments LLC, (ii) 750,000 Founder Preferred Shares which are convertible at any time at the option of the holder into ordinary shares on a one-for-one basis and all of which are held by TOMS Acquisition I LLC and (iii) an aggregate of 1,421,589 ordinary shares held by the members of TOMS Acquisition I LLC that are subject to an irrevocable proxy agreement granted to Mr. Gottesman. Mr. Gottesman is the managing member and majority owner of TOMS Acquisition I LLC and TOMS Capital Investments LLC and may be considered to have beneficial ownership of TOMS Acquisition I LLC’s and TOMS Capital Investments LLC’s interests in the Company. In addition, Mr. Gottesman owns or controls, directly or indirectly, 77.5% of TOMS Acquisition I LLC and 100% of TOMS Capital Investments LLC. Mr. Gottesman disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(3)

Includes 944,267 ordinary shares held by Tasburgh, LLC, all of which are subject to an irrevocable proxy agreement granted to Sir Franklin (see note 1 above). Mr. Ashken is the Managing Manager of Tasburgh, LLC. Excludes an indirect pecuniary interest in 56,250 Founder Preferred Shares (which are convertible at any time at the option of the holder into ordinary shares on a one-for-one basis) held by Mariposa Acquisition II, LLC. Also excludes 4,921 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company’s annual meeting of shareholders in 2020 or (ii) July 19, 2020.

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(4)

Represents an indirect interest held by Olidipoli Sprl, a company owned by Mr. Descheemaeker. Excludes (i) 598,600 ordinary shares issuable under the LTIP that vested on February 24, 2020 (after giving effect to ordinary shares withheld to satisfy certain tax liabilities), (ii) 350,000 ordinary shares issuable under the LTIP that will vest on January 1, 2021 (the performance based vesting conditions for which have been satisfied), and (iii) 600,000 ordinary shares issuable under the LTIP, which will vest subject to performance based vesting conditions (and in each of cases (ii) and (iii), subject to further vesting conditions relating to Mr. Descheemaeker’s tenure as Chief Executive Officer).

(5)	Excludes 4,921 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company’s annual meeting of shareholders in 2020 or (ii) July 19, 2020.

(6)

Includes 944,267 ordinary shares held by Powder Horn Hill Partners II, LLC, all of which are subject to an irrevocable proxy agreement granted to Sir Franklin (see note 1 above).Mr. Lillie is the Managing Member of Powder Horn Hill Partners II, LLC. Excludes an indirect pecuniary interest in 56,250 Founder Preferred Shares (which are convertible at any time at the option of the holder into ordinary shares on a one-for-one basis) held by Mariposa Acquisition II, LLC. Also excludes 4,921 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company’s annual meeting of shareholders in 2020 or (ii) July 19, 2020.

(7)	Excludes 4,921 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company's annual meeting of shareholders in 2020 or (ii) July 19, 2020.

(8)	Includes 50,000 ordinary shares issuable pursuant to a five-year option that expires on June 2, 2020 at a purchase price of $11.50 per share. Excludes 4,921 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company’s annual meeting of shareholders in 2020 or (ii) July 19, 2020.

(9)	Excludes 4,921 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company’s annual meeting of shareholders in 2020 or (ii) July 19, 2020.

(10)	Excludes 4,921 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company's annual meeting of shareholders in 2020 or (ii) July 19, 2020.

(11)	Excludes 300,000 ordinary shares issuable under the LTIP, which will vest subject to performance based vesting conditions (and subject to further vesting conditions relating to Mr. Zekhout's tenure as Chief Financial Officer).

Item 7.	Major Shareholders and Related Party Transactions

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(1)	Based on a Schedule 13G/A filed by T. Rowe Price Associates Inc. on February 14, 2020.

(2)	Based on a Schedule 13D/A filed by Mr. Gottesman, TOMS Acquisition I LLC and the other reporting persons described therein on January 6, 2020.

(3)	Based on a Schedule 13G/A filed by Boston Partners on February 10, 2020.

(4)	Based on a Schedule 13D/A filed by Sir Franklin, Martin E. Franklin Revocable Trust and the other reporting persons described therein on January 6, 2020.

(5)	Based on a Schedule 13G filed by FMR LLC on February 7, 2020.

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Item 8.	Financial Information

A.	Consolidated Statements and Other Financial Information

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Item 9.	The Offer and Listing

A.	Offer and Listing Details

Item 10.	Additional Information

A.	Share Capital

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B.	Memorandum and Articles of Association

C.	Material Contracts

D.	Exchange Controls

E.	Taxation

•	certain financial institutions, insurance companies, underwriters, real estate investment trusts, or regulated investment companies;

•	controlled foreign corporations or passive foreign investment companies;

•	dealers and traders in securities;

•	persons holding ordinary shares as part of a hedge, straddle, conversion or other integrated transaction;

•	partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes;

•	persons liable for the alternative minimum tax;

•	tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;

•	certain U.S. expatriates or former long-term residents of the United States;

•	a person that is required to accelerate the recognition of any item of gross income with respect to ordinary shares as a result of such income being recognized on an applicable financial statement;

•	a person that acquired ordinary shares as compensation for services;

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•	persons holding ordinary shares that own or are deemed to own 10 percent or more (by vote or value) of the Company’s voting stock; or

•	persons that do not use the U.S. Dollar as their functional currency.

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•	the gain is treated as effectively connected with the conduct by the non-U.S. Holder of a trade or business in the United States (and, if an applicable income tax treaty so requires, such gain is attributable to a permanent establishment maintained by the non-U.S. Holder in the United States); or

•	the non-U.S. Holder is an individual and is present in the United States for 183 or more days in the taxable year of the sale, exchange or other taxable disposition, and meets certain other requirements.

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F.	Dividends and Paying Agents

G.	Statements by Experts

H.	Documents on Display

I.	Subsidiary Information

Item 11.	Quantitative and Qualitative Disclosures About Market Risk

Item 12.	Description of Securities Other than Equity Securities

Item 13.	Defaults, Dividend Arrearages and Delinquencies

Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds

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Item 15.	Controls and Procedures

Item 16A.	Audit Committee Financial Expert

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Item 16B.	Code of Ethics

Item 16C.	Principal Accountant Fees and Services

Item 16D.	Exemptions from the Listing Standards for Audit Committees

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Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item 16F.	Change in Registrants’ Certifying Accountant

Item 16G.	Corporate Governance

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•

Unlike NYSE corporate governance rules, under BVI law, there is no requirement that our board of directors consist of a majority of independent directors and our independent directors are not required to hold executive sessions. Currently, however only seven out of our eleven board members are independent based on NYSE independence standards. Also, while our board’s non-management directors will meet regularly in executive session without management, our board does not intend to hold an executive session of only independent directors at least once a year as called for by the NYSE.

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•	The NYSE rules applicable to domestic issuers require disclosure within four business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the NYSE rules, as permitted by the foreign private issuer exemption.

•

We are exempt from the rules and regulations under the Exchange Act and NYSE related to the furnishing and content of proxy statements. Therefore, we intend to hold annual shareholder meetings in accordance with the corporate governance practices of the British Virgin Islands and our Memorandum and Articles of Association. Similarly, with respect to matters on which shareholders will have a right to vote, we intend to comply with corporate governance practices of the British Virgin Islands and the voting requirements under the NYSE rules applicable to foreign private issuers.

Item 16H.	Mine Safety Disclosure

Item 17.	Financial Statements

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Item 18.	Financial Statements

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1)	General information

2)	Basis of preparation

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3)	Accounting policies

3.1	Measurement convention

3.2	Business combination

3.3	Basis of consolidation

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3.4	Foreign currency

i)	Foreign currency transactions

ii)	Assets and liabilities of foreign operations

iii)	Net investment in foreign operations

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3.5	Goodwill

3.6	Other intangible assets

i)	Computer software

ii)	Brands

iii)	Customer relationships

3.7	Impairment of non-current assets

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i)	Calculation of recoverable amount

ii)	Allocation of impairment losses

iii)	Reversals of impairment

3.8	Property, plant and equipment

i)	Owned assets

ii)	Leased assets

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iii)	Depreciation

•	Buildings 40 years

•	Plant and equipment 5 to 14 years

•	Computer equipment 3 to 5 years

3.9	Inventories

3.10	Employee benefits

i)	Defined contribution plans

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ii)	Defined benefit plans

iii)	Share-based payment schemes

3.11	Founder Preferred Shares

3.12	Provisions

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3.13	Financial instruments

i)	Trade receivables

ii)	Cash and cash equivalents

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iii)	Loans and borrowings

a.	Valuation

b.	Capitalization of transaction costs

iv)	Trade payables

v)	Derivative financial instruments and hedge accounting

a.	Cash flow hedges

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b.	Net investment hedges

vi)	Short-term investments

3.14	Revenue from contracts with customers

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3.15	Share based payments

3.16	Interest income

3.17	Expenses

i)	Operating lease payments

ii)	Borrowing costs

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iii)	Exceptional items

iv)	Research and development

3.18	Taxation

3.19	Segment reporting

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3.20	Onerous contracts provisions

3.21	Unfavorable contracts

3.22	IFRSs not yet adopted

4)	Critical accounting estimates and judgments

a)	Discounts and trade promotions

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b)	Business combinations

c)	Carrying value of goodwill and brands

d)	Employee benefit obligation

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e)	Uncertain tax positions

f)	Fair value of derivative financial instruments.

g)	Share-based payments

5)	Segment reporting

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6)	Operating profit

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7)	Exceptional items

(1)	Implementation of strategic opportunities

(2)	Supply chain reconfiguration

(3)	Findus Group integration expenses

(4)	Expenses related to transactions

(5)	Brexit

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(6)	Goodfella's Pizza & Aunt Bessie's integration costs

(7)	Factory optimization

(8)	Settlement of legacy matters

(9)	Release/remeasurement of indemnification assets

8)	Payroll costs, share based payments and management incentive schemes

(a)	Payroll costs

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(b)	Share based payments

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•	For the 2016 award, the initial two -year period is through to January 1, 2018 and the subsequent revised three -year period is through to January 1, 2021.

•	For the 2017 award, the initial two -year period is through to January 1, 2019 and the subsequent two -year period is through to January 1, 2021.

•	For the 2018 award, the initial two -year period is through to January 1, 2020 and the subsequent revised three -year period is through to January 1, 2023.

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9)	Directors and Key Management compensation

10)	Finance income and costs

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11)	Taxation

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12)	Property, plant and equipment

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13)	Goodwill and Intangibles

•

Budgeted cash flows: the calculation of value in use has been based on the cash flow forecasts by management for 2020 to 2022. The trends in these forecasts have been extrapolated to produce 2023 and 2024 forecast cash flows. Beyond 2024 the same assumptions have been applied for future periods in the absence of longer term detailed forecasts. These plans have been prepared and approved by management, and incorporate past performance of the entities acquired in the period, historical growth rates and projections of developments in key markets.

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•	Revenue: projected revenues are built up with reference to markets and product platforms. They incorporate past performance, historical growth rates and projections of developments in key markets.

•	Profit margins: projected margins reflect historical performance.

•	Capital expenditure forecast includes an allowance for the replacement of leased right-of-use assets.

•	Discount rate: a pre-tax discount rate of 7.1% ( 2018 : 8.2% ) was applied to the cash flows. This discount rate has been calculated using a capital asset pricing model using observable market data, including the share price of Nomad Foods Limited.

•	Long-term growth rates: the growth rate used in the testing after the detailed forecasting period was 1.0% (2018: 1.0% ). These rates do not reflect the long-term assumptions used by the Company for investment planning.

14)	Acquisitions

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15)	Investments

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16)	Deferred tax assets and liabilities

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17)	Inventories

18)	Trade and other receivables

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19)	Indemnification assets

20)	Cash and cash equivalents

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21)	Loans and borrowings

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22)	Trade and other payables

23)	Employee benefits

i.	Defined contribution plans

ii.	Defined benefit plans

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•	Germany: Richttafeln 2018 G

•	Sweden: DUS 14

•	Austria: AVÖ 2018 - P

•	Italy: RG48

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24)	Provisions

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25)	Share capital and capital reserves

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1.	the right to one vote per Founder Preferred Share on all matters to be voted on by shareholders generally and to vote together with the holders of ordinary shares;

2.	commencing on January 1, 2015 and for each financial year thereafter:

a.

once the average price per ordinary share for the Dividend Determination Period, i.e. the last ten consecutive trading days of a year is at least $11.50 (which condition has been satisfied for the year ended December 31, 2015), the right to receive a Founder Preferred Shares Annual Dividend Amount (as more fully described below), payable in Ordinary Shares or cash, at the Company’s sole option; and

b.

the right to receive dividends and other distributions as may be declared from time to time by the Company’s board of directors with respect to the Ordinary Shares (such dividends to be distributed among the holders of Founder Preferred Shares, as if for such purpose the Founder Preferred Shares had been converted into Ordinary Shares immediately prior to such distribution) plus an amount equal to 20% of the dividend which would be distributable on such number of Ordinary Shares equal to the Preferred Share Dividend Equivalent (as defined below); and

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3.	in addition to amounts payable pursuant to clause 2 above, the right, together with the holders of Ordinary Shares, to receive such portion of all amounts available for distribution and from time to time distributed by way of dividend or otherwise at such time as determined by the Directors; and

4.	the right to an equal share (with the holders of Ordinary Shares on a share for share basis) in the distribution of the surplus assets of Nomad on its liquidation as are attributable to the Founder Preferred Shares; and

5.	the ability to convert into Ordinary Shares on a 1 -for-1 basis (mandatorily upon a Change of Control or the seventh full financial year after an acquisition)

26)	Share-based compensation reserve

27)	Founder Preferred Shares Dividend Reserve

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28)	Translation reserve

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29)	Cash flow hedging reserve

30)	Earnings per share

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31)	Reconciliation of liabilities arising from financing activities

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32)	Cash flows from operating activities

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33)	Financial risk management

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translation risk

The Company is exposed to foreign exchange translation risk arising from the translation of assets and liabilities denominated in currencies other than the Euro. Key areas of foreign currency exposure include non-Euro debt and investments in subsidiaries not held in Euro. Company policy is to mitigate the potential foreign exchange translation risk by converting where appropriate, borrowings into Euro. This has been achieved on the U.S. Dollar debt through the use of cross currency swaps designated as a cash flow hedge. The Company also hedges translational exposure on consolidation of GBP net assets through the use of currency swaps designated as a net investment hedge.

Statement of Financial	Foreign exchange translation risk resulting from the translation of non-Euro

Position	Denominated borrowings into Euros, to the extent that they are hedged will be mitigated by the translation of the underlying cross currency interest rate hedging arrangements.

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Sensitivity analysis	During 2019 , the Euro weakened by 5.3% against Pound Sterling ( 2018 : strengthened by 1.3% ).

Mitigation & Impact on	The Company’s policy is to reduce this risk by using foreign exchange forward contracts

Statement of Financial	which are designated as cash flow hedges.

Sensitivity analysis	During 2019 , the Euro weakened by 5.3% against Pound Sterling (2018: strengthened by 1.3% , 2017: strengthened by 3.9% ), weakened by 2% against the U.S.Dollar (2018: weakened by 4.5% , 2017: strengthened by 13.9% ) and strengthened by 2.2% against the Swedish Krona (2018: strengthened by 4.1% , 2017: strengthened by 2.7% ).

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Description	The Company is exposed to changes in interest rates to the extent that it enters into floating rate borrowings.

Statement	in interest rates.

Sensitivity analysis	During 2019 , three month EURIBOR rates remained below zero ( 2018 : no change). Within the Euro denominated senior loans, there is a EURIBOR floor of 0% .

Description	Credit risk arises on cash and cash equivalents, derivative financial instruments with banks and financial institutions, any short term investments, as well as on credit exposures to customers. See Note 18 for analysis of the trade receivables balance and Note 20 for analysis of the cash and cash equivalents balance.

Mitigation	The Company limits counterparty exposures by monitoring each counterparty carefully and where possible, sets credit limits according to approved treasury policy. The Company limits its exposure to individual financial institutions by diversification of exposure across a range of financial institutions.

Description	The Company is exposed to the risk that it is unable to meet its commitments as they fall due. The Company has financial conditions, including financial covenants as part of the Senior debt arrangements which it must comply with in order to maintain its current level of borrowings. There have been no breaches of the covenants throughout the year.

Mitigation

The Company ensures that it has sufficient cash and available funding through regular cash flow and covenant forecasting. In addition, the Company has access to a revolving credit facility of €80.0 million , expiring in May 2023 and receivables financing facilities. This is available to finance working capital requirements and for general corporate purposes. Currently €17.2 million is utilized for letters of credit, overdrafts, customer bonds and bank guarantees.

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34)	Financial instruments

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(i)	Derivative financial instruments

(ii)	Trade and other payables/receivables

(iii)	Cash and cash equivalents

(iv)	Short-term investments

(v)	Interest bearing loans and liabilities

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35)	Operating leases

36)	Capital commitments

37)	Related parties

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38)	Significant events after the Statement of Financial Position date

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Item 19.	Exhibits

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