Rexam PLC Annual Report 2011

annual report 2011

Consumer packaging is an integral part of modern day living.
It protects, preserves and enables efficient distribution.
It also helps brand owners to inform end users and to
promote their goods.
And, it makes an essential contribution to a sustainable
society as it helps reduce waste from spoilage.
The lifestyle many of us take for granted is predicated, in part,
on the availability of a sustainable packaging supply chain.
find out more online
Our website www.rexam.com contains a full
interactive version of the 2011 annual report.
It also contains annual reports from previous
years (back to 1999) as well as investor
presentations, publications and other material
on Rexam, its markets and business.
The annual report 2011 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 2011 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 2011, and other unknown future events and circumstances which can cause results and developments to differ materially from those
anticipated. Nothing in this annual report 2011 should be construed as a profit forecast.
Rexam PLC is registered and domiciled in England and Wales: company number 191285.

directors’ report
overview
Our chairman introduces the 2011 annual report and we
explain who we are, what we make and where we operate.
You will also find a table of the headline figures for 2011 that
summarises our performance during the year.
business review
Our chief executive outlines how we performed against
our strategy to deliver value. The operating and financial
reviews outline our performance in 2011. We also give
an overview of the markets in which we operate and of
the risks facing the business and what we are doing to
mitigate them.
sustainability
This section provides a review of our sustainability performance in
2011. It explains our approach to and progress in this area, and
details our commitments, measures and targets going forward.
governance
We introduce our board and explain why a strong sense of
governance and compliance is imperative in every area of our
operations. We give details of the Company’s remuneration
principles and policy which complement the Group’s
strategic vision.
financial statements
4 chairman’s statement
6 who we are
7 what we make
8 where we operate
9 how we performed in 2011
12 chief executive’s review (including KPIs)
16 market review
20 operating review
26 financial review
34 key risks
44 products
47 operations
49 people
54 directors and officers
56 corporate governance
69 remuneration report
81 other disclosures
86 Rexam PLC consolidated financial statements 2011
134 five year financial summary
136 Rexam PLC Company financial statements 2011
144 shareholder information
145 addresses
1
overview
business review
sustainability
governance
financial statements

2
overview
Beverage cans are used for a wide range of products
including beer, carbonated soft drinks, sports, energy
and functional drinks, as well as iced tea and wine.

Our chairman introduces the 2011 annual
report and we explain who we are, what
we make and where we operate. You will
also find a table of the headline figures for
2011 that summarises our performance
during the year.
4 chairman’s statement
6 who we are
7 what we make
8 where we operate
9 how we performed in 2011
3
overview
financial statements governance
sustainability
business review

4 Rexam annual report 2011 overview
chairman’s statement
Rexam’s record results for 2011 extended the strong progress we
made in 2010. We continued to focus on our strategic priorities –
controlling costs, optimising cash and improving our return on
capital employed – to deliver another set of excellent results and
further strengthen our balance sheet. The board is proposing an
increased final dividend of 9.7p per share, making a total dividend
of 14.4p for the year. Against a background of increasingly tough
economic conditions, this performance bears witness to the
underlying strength of the business.
Under Graham’s leadership, the executive team and all our people
have continued to manage those levers over which we have
control. We are driving operational excellence, through relentless
cost control and improved asset utilisation. We are strengthening
our customer and supplier relationships, with our focus on quality,
service, value and innovation. We are building a winning
organisation, fostering a culture which enables our people to
achieve great results. We are expanding in emerging markets, with
disciplined investment plans announced in Brazil and India, which
will develop and extend our existing geographic footprint. And we
are managing our portfolio of businesses, ensuring all the
constituent parts add value to the whole. As part of our focus on
improving our returns across the Group, we sold our beverage and
specialty Closures businesses in 2011 and have recently started the
process to market the Personal Care business for divestment.
dividend
In 2009, the board agreed a policy to establish dividend cover in the
2–2.5 times underlying earnings range in the medium term, and we are
delivering on that policy for 2011. The board recommends a 2011 final
dividend of 9.7p per share (2010: 8p), amounting to a total dividend
for the year of 14.4p per share (2010: 12p). Subject to shareholder
approval at Rexam’s AGM on 3 May 2012, the final dividend will be
paid on 7 June 2012 to shareholders on the register at close of business
on 11 May 2012.
A major challenge as we move forward is the fragile global
economy in which we have to operate. That said, Rexam is well
positioned to anticipate and react swiftly to changing circumstances
and adverse conditions.
It is important that as a board we are fully cognisant of our
responsibilities to all our stakeholders: to our shareholders, who
have experienced good returns in 2011; to our customers and
suppliers with whom we have continued to build mutually beneficial
relationships; to our people, in whom we continue to invest; and to
the environment, where we have again reduced our carbon
footprint.
The way the Group manages risk is also vital for our future
prosperity. It was therefore encouraging that, in our review of board
effectiveness, the management of risk was acknowledged as an
area where we perform particularly effectively. Also coming out
of this review were indications that even more needs to be done
in the areas of strategy, people development and succession.
While more time is spent on these areas than ever before, we
rightly concluded that in such a turbulent and competitive world
these issues will continue to be given a strong focus.
We have seen a number of board changes.
Leo Oosterveer joined the board as a non executive director in
September. He leads the global food service division of Unilever
and has a proven track record in marketing, sales and strategy
development gained both in Europe and Asia. His global
management experience will be a great asset to the board
and to Rexam.
Carl Symon retired from the board in November, having played
an important part in Rexam’s success as senior independent director
and chairman of the remuneration committee. I thank him for his
hard work over the past eight years.
4.7p + 9.7p =
14.4p

During 2011, I announced my retirement and so this is my last
statement as chairman of Rexam. I am delighted that Stuart
Chambers is taking over from me as chairman. His extensive
business experience, including his senior executive business to
business experience and his broad global expertise, will be of
tremendous benefit to the board’s future deliberations and to the
success of the Company.
I am proud of what, together, we have achieved since I joined the
board. Rexam is in a strong position and well prepared to tackle the
challenges ahead. We have clear objectives, strong management
and talented people.
It just remains for me to express my appreciation to my fellow
board members for their contribution and support, not just during
this year but since I have been chairman, and to say how grateful
I am for the confidence of our shareholders, customers and
suppliers. But I should like to save my final words for our people.
In the challenging global economic climate of recent years
everyone within Rexam has shown resilience and dedication,
and there is so much enthusiasm and commitment for what we do
that it is impossible not to be inspired. I have enjoyed greatly my
time at Rexam, and wish the Company and all its people every
success in the future.
Sir Peter Ellwood
chairman
22 February 2012
Stuart Chambers
I am really pleased to be taking over from Sir Peter.
He leaves the Company in a strong position which is
a testament to his significant achievements. Rexam is
confident of its direction and is well placed to develop
further. I look forward very much to working with
Graham and his team to achieve our ambitions for
the Company.
Stuart Chambers
chairman designate
22 February 2012
5
overview
financial statements governance
sustainability
business review

6 Rexam annual report 2011 overview
who we are
Rexam is a leading global consumer packaging company
We make the packaging for many of the world’s favourite brands. We help to shape the experience
for all kinds of products that consumers choose, use and depend on every day. We make drinks cans
for some of the most famous names in the world. We also manufacture precision medical devices,
from bronchial inhalers to transdermal drug delivery systems, as well as products for personal
care applications.
Our job is to make high quality packaging as efficiently, profitably and sustainably as possible. This is
why, wherever you go in Rexam, you will see a common focus on operational excellence through lean
enterprise, innovation and safety to meet our customers’ expectations.
our vision
Our vision is to be the best global consumer packaging
company. This means balancing profitable revenue
growth, cash generation and the appropriate risk
profile for the Group to deliver a strong return on
capital employed and a steady increase in profits year
on year.
We use the framework below to focus on what is
important to drive our strategy, to align and mobilise
our organisation and to accelerate time to execution.
With a winning organisation, we will generate the
operational excellence in all our processes to deliver
on customer expectations which is vital to achieving
best performance.
Invest for value
Best performance
Customer expectations
Drive operational
excellence
Build a winning organisation
case studies: icons aligned to vision
Ensure our future
our values
Our values underpin everything we do. They reflect
who we are and how we want to act and interact with
each other and everyone we deal with.
continuous improvement
recognition
teamwork
trust
blue chip
In 2011, we launched a Group
wide recognition scheme known
as the ‘Blue Chip’.
This on the spot scheme, which has
a cash value equivalent to 50 Rexam
ordinary shares, recognises individuals
who visibly demonstrate our values
and/or leadership practices.
To date we have awarded Blue Chips
to more than 220 employees.

what we make
beverage cans
Rexam Beverage Cans is a leading global beverage can
maker comprising three regional businesses. We make around
57bn beverage cans each year mainly in aluminium, but also
in steel, in more than 20 countries around the world. Can size
is an important element of customer marketing efforts and we
offer the broadest range and a wide choice of innovative inks
and coatings to add further value. We also make the ends to
seal the cans and have a range of printed and coloured ends
as well as distinctive features such as cut out or laser coded tabs.
plastic packaging
Rexam Plastic Packaging is a major global player in rigid plastic
packaging. It has two divisions, Healthcare and Personal Care, that
make a wide range of products. These include dry powder inhalers,
pharmaceutical pumps and valves, eye droppers, nasal sprays,
medical devices, pill jars and closures for healthcare customers,
as well as a range of products for the toiletries, cosmetics, personal
care and food markets. We have recently started the process to
market Personal Care for sale.
customers
We make products for a wide selection of customers
across the globe, but our top 10 account for 60%
of sales.
AB InBev Carlsberg
Coca-Cola Hansen Beverages
Heineken Hornell
L’Oréal PepsiCo
Red Bull Schincariol
60%
Europe & Asia
We are the largest beverage can and can end maker in Europe.
We also have beverage can plants in Egypt, China and India,
as well as an associate in South Korea.
North America
We are the second largest beverage can and can end maker
in the US. We also have a plant in Mexico and a joint venture
in Guatemala.
South America
We are the largest beverage can and can end maker in
South America with operations in Argentina, Brazil and Chile.
more information in the operating review
healthcare
We produce standard and custom packaging solutions for
pharmaceutical customers worldwide, as well as complete custom
packaging systems for healthcare and prescription packaging.
personal care
We are a leading supplier of advanced packaging solutions
for beauty, personal care and home product customers.
We also make high barrier containers for food.
more information in the operating review
carbon intensity
We are well on our way to achieving our target
of reducing our carbon intensity by 10% in 2013
vs 2010.
In 2011, we reduced our carbon intensity by
3.5% to 0.83kg carbon/kg of raw material
converted (2010: 0.86kg).
3.5%
more information in the sustainability section
7
financial statements governance
sustainability
business review
overview

8 Rexam annual report 2011 overview
where we operate
we have 83 manufacturing sites in 25 countries across the globe
Rexam’s operations are located in Europe, North, South and Central America,
North Africa and Asia.
In 2011, we employed on average 19,000 people in our continuing operations.
further details of our employees can be found in the sustainability section as well as note 4 to the consolidated financial statements
our locations
US
The US is our largest
market in terms of sales.
We have 14 beverage
can and end making
plants and 15 plastic
packaging operations.
The can plants are located
close to major customers
and large metropolitan
centres which positions
us well in terms of logistics
and freight.
South America
We are the number one
beverage can maker
in South America and
specifically Brazil, the
largest market in the region.
Our plants are strategically
located to capture growth
and optimise asset
utilisation.
1 Continuing operations.
Beverage Cans
Plastic Packaging
head office
regional offices
sales1 by customer location (£m)
2011 2010 2011 2010
● US 1,576 1,586 ● UK 203 200
● Brazil 747 700 ● France 188 178
● Austria 327 288 ● Germany 136 131
● Russia 281 267 ● Other countries 1,050 1,051
● Spain 226 218
83
Europe
Europe is our second
largest market in terms
of sales. Our corporate
head office is in London
while the headquarters
for our European
Beverage Can and
Healthcare and Personal
Care businesses are in
Luton, UK, and Paris,
France, respectively.
China
We have had
operations in China
since 1998 where our
focus is on plastic
packaging. The business
was originally set up for
export, but is now
mainly focused on
local markets.
+8%
In 2011, Rexam’s emerging markets
sales grew by 8%. Over 30% of
Rexam’s sales come from these fast
growing markets, driven largely by
our Beverage Cans businesses in
Brazil and Russia.

how we performed in 2011
2011 results summary
1 Underlying business performance from continuing operations before exceptional items, the amortisation of certain acquired intangible assets and fair value changes on
financing derivatives.
2 Continuing operations.
3 Includes exceptional items, the amortisation of certain acquired intangible assets and fair value changes on financing derivatives.
4 Includes discontinued operations.
more information in the operating and financial reviews
2011 2010 change
Underlying business performance 1
Sales £m 4,734 4,619 2%
Underlying operating profit £m 549 513 7%
Underlying profit before tax £m 450 390 15%
Underlying earnings per share p 36.1 31.4 15%
Total dividend per share p 14.4 12.0 20%
Statutory results
Sales2 £m 4,734 4,619
Operating profit2,3 £m 507 473
Profit before tax3 £m 431 338
Total profit for the financial year3,4 £m 376 124
Total basic earnings per share3,4 p 43.1 14.2
sales (£m) 2011 2010
● Beverage Cans 3,786 3,677
● Plastic Packaging 948 942
Continuing operations 4,734 4,619
underlying operating prot 1 (£m) 2011 2010
● Beverage Cans 447 394
● Plastic Packaging 102 119
Continuing operations 549 513
sales2 (£m)
2011 4,734
2010 4,619
2009 4,533
2008 4,254
2007 3,423
underlying operating prot1 (£m)
2011 549
2010 513
2009 418
2008 423
2007 326
9
financial statements governance
sustainability
business review
overview

10
directors’ report
business review
Can making is a high speed, high precision manufacturing
process with line speeds of up to 2,200 cans per minute.

Our chief executive outlines how we
performed against our strategy to deliver
value. The operating and financial reviews
outline our performance in 2011. We also
give an overview of the markets in which we
operate and of the risks facing the business
and what we are doing to mitigate them.
12 chief executive’s review (including KPIs)
16 market review
20 operating review
26 financial review
34 key risks
11
overview
financial statements governance
sustainability
business review

12 Rexam annual report 2011 directors’ report
chief executive’s review
progress on all fronts
In 2010, we set out our plans for creating
value and improving returns going forward.
At the same time, we established the metrics
we would use to measure our progress.
In short, we said that while laying the
foundations for the future, we would
continue to focus on the management of
three main areas of our business – cash, cost
and return on capital. We also said that we
would continue to focus on reducing debt.
During 2011, we made considerable
progress on all of these fronts.
Graham Chipchase
chief executive
In 2011, against a tough economic backdrop, I am proud to report
that we have delivered on our commitments for the year. As you will
see from the detail in the operating and financial results on pages
20 to 33, we delivered strong profit growth. It was particularly
pleasing to see that, despite a deteriorating economic climate and
a disappointing performance from a number of businesses within
Plastic Packaging, the Group managed to maintain its momentum
throughout the year.
In terms of cash, we continued to focus on tight management of
working capital and a disciplined approach to investing capital.
We increased capital expenditure in continuing operations to
£227m (2010: £189m), 1.2 times depreciation. Projects included
the reopening of the plant in Pouso Alegre, Brazil, a new specialty
can line in Mexico, the investment to lightweight can ends in North
America and the conversion from steel to aluminium of can making
lines in Egypt and Spain. While we have seen no signs of weakness
in can volumes, we are monitoring the situation closely to allow
us to defer spend should market conditions deteriorate. Free cash
flow from continuing operations was £277m before dividends
(2010: £298m).
Our relentless focus on operational excellence helped to achieve
good cost savings, improve returns and offset input cost inflation.
Three main areas have generated the £35m of savings and
efficiencies delivered this year: reduction in material usage,
especially downgauging and lightweighting of our aluminium cans
and can ends; lean manufacturing, which includes investing in new
equipment and optimising processes to improve productivity and
reduce scrap; and strengthening the organisation and practices of
our Group supply chain which has enabled us to capitalise better
on our global footprint and manage our metal, resin and other
direct material costs more efficiently. Early in 2012, we were
delighted when our Águas Claras beverage can plant in Brazil was
awarded The Shingo Prize, generally considered the pinnacle of
achievement in operational excellence (see case study on page 23).
Return on capital employed (ROCE) improved to 13.7%
(2010: 12.3%) thanks to good profit growth and disciplined
capital management. We are on track to reach the top end of the
12% to 15% ROCE target range by the end of 2013. We expect
the most significant uplift towards that target to occur in 2013 as
the contracts signed in North America to recover the beverage
can volume lost in 2011 come into force. In addition, we continue
to manage actively the portfolio to improve returns.
Our net debt reduced to £1.3bn and our balance sheet is stronger.
Reported net debt/EBITDA was 1.8 times compared with 2.4 times
at the end of 2010. Our credit rating is investment grade with
stable outlook with both Moody’s and Standard & Poor’s.
We have no significant debt maturities until 2013.
In the annual report 2010 we highlighted a number of priorities,
in addition to efficiencies, to improve our returns going forward.
These were maximising asset utilisation, focusing on product
innovation, managing our business portfolio and capitalising on
organic growth opportunities in emerging markets, all the while
maintaining strict capital discipline.

good progress on asset utilisation
For the year, the Group’s overall growth was in line with
our expectations, and asset utilisation plans remain on track.
In Beverage Cans in Europe, capacity utilisation was good as
a result of strong market growth. In Western Europe, capacity
utilisation was around 95%.
In North America, the wider market slowdown meant that demand
for standard can volumes was lower than expected but we saw
stronger growth in specialty cans. Capacity utilisation was around
80% but we expect to see an improvement going forward as most
of the volume loss in 2011 will have been recovered by 2013
through signed contracts.
In South America, our specialty can capacity was fully utilised
as volumes continued to grow. The newly installed lines in South
America have come on stream and are making cans that last year
were imported. Our overall capacity utilisation rate in the region
was about 90%.
innovation strengthens customer ties
Innovation helps to strengthen ties with our customers and stimulate
demand. During the year we saw the successful launch of a
number of new products in both Beverage Cans and Plastic
Packaging. Our award winning Fusion™ bottle is starting to gain
commercial traction and in Russia we introduced Europe’s first
75cl beverage can to fill a gap in that market. In Brazil, our use of
innovative technologies such as high definition printing, UV and
fluorescent inks has helped customers strengthen their brands,
increase their sales and win awards.
In Beverage Cans, we established a Global Innovation Council
during the year to support further our customers’ brand objectives
as well as to help us align and refine cross regional opportunities,
processes and product development.
In Plastic Packaging, we launched new pumps and airless
dispensing tubes to protect fragile formulations as well as a new
spray technology, Panache™, designed to deliver an improved
consumer experience through the improved spray pattern and thus
help our customers build their business. In Healthcare,
Advancia™, a new generation of nasal spray pumps specially
designed to enhance protection of preservative free drugs, is
expected to help consolidate our position as a leader in this field.
In 2011, we piloted in our European beverage can operations
a new process for measuring customer satisfaction with scores
encompassing all areas of interaction from key account
management through to fulfilment and including our performance
on innovation and, where applicable, sustainability. This process
will be rolled out across the Group in 2012.
‘In 2011, against a tough economic backdrop, I am proud
to report that we have delivered strong profit growth
...improved our return on capital employed ...reduced
net debt ...and strengthened our balance sheet.’
Graham Chipchase chief executive
total efciency gains 2007–2011
2011
2010
2009
2008
2007
£35m
£39m
£42m
£35m
£32m
Beverage Cans
Plastic Packaging
£22m
£20m
£19m
£14m
£17m
£13m
£19m
£23m
£21m
£15m
balancing the portfolio for growth and returns
On 1 September, we completed successfully the sale of the
beverage and specialty Closures businesses to Berry Inc.
The underlying fundamentals of the business had changed
and it was clear that the return profile going forward was not
adequate for the goals we have set ourselves. The sale helped
focus our operations and was fully in line with our strategy to
deliver profitable growth and to improve returns.
Following a strategic review of our Personal Care business, which
includes the High Barrier food container operation, the board
recently decided that, given our focus on returns, it should be
marketed actively for divestment in its entirety. We also believe
that this will improve the range of projects in which we can invest
in both Beverage Cans and Healthcare. So, while Personal Care
is an attractive, well run business and given that we can generate
better returns elsewhere in the Group, it is likely to be of greater
value to another owner.
Healthcare will remain a key component of the Group. It is a
business with good growth prospects, well established customer
relationships and long term contracts, as well as high barriers to
entry and a strong return profile.
13
overview
financial statements governance
sustainability
business review

14 Rexam annual report 2011 directors’ report
chief executive’s review
growth in emerging markets
In 2011, our sales in emerging markets grew 8% as we continued
to support our customers, and we see further potential for both our
Beverage Cans and Healthcare businesses.
In Beverage Cans, we are seeking further opportunities for
investment as well as bolt on acquisitions or joint venture
partnerships. We announced in August that we were expanding
our existing plant outside Mumbai to increase our manufacturing
capacity in India. We were the first to manufacture two piece
beverage cans in India and this latest investment will help secure
our foothold and develop the market further. India offers significant
growth potential as a result of increasing GDP per capita as well
as the presence of major global and regional customers, especially
from the brewing industry.
There are a number of regions where we see good opportunities
to develop new positions or expand the operations that
we currently have. In the Middle East and Africa, for example,
strong GDP growth and the relatively low penetration of beverage
cans make these attractive growth markets. There is also a
favourable movement in the pack mix towards cans supported by
a youthful population more disposed towards this type of beverage
container. In addition, the resilience of the can is well suited to the
often tough conditions that exist in the supply chain. The Middle
East market is fragmented with a high degree of vertical integration
and we are confident that opportunities for consolidation will
emerge as markets mature and customers seek credible
independent supply sources.
Asia also has attractive beverage can growth rates. Beverage
can suppliers are already investing to meet that increased demand.
We do not directly own any can making facilities in South East Asia
but we are exploring opportunities in the region continually. The
increased internationalisation of our global customers is an
advantage and we are pursuing opportunities arising from existing
relationships and are in regular talks about their expansion plans
into these regions. We have decided that China, which is currently
a highly fragmented market, is not a priority at this time. Having
said that, we shall monitor the market to ensure that we are in a
position to act on any favourable opportunities should they arise.
We continue to invest in South and Central American markets
but, as demonstrated by the deferral of the opening of our Belém
beverage can plant in Brazil until the second half of 2012, we will
ensure we match capacity with market demand. We have one
plant in Mexico where we make both standard and specialty cans
and where the demand for specialty cans is growing strongly.
Mexico has a high per capita consumption of drinks sold in cans.
Around half of the can making market is vertically integrated with
the beverage producers and we believe that there is potential for
consolidation over time. In Guatemala we have a successful 50/50
joint venture with a well established and respected regional
packaging company in this high growth region. We have
increased production in recent years and we see further potential
for consolidation in the market and for bolt on acquisitions.
In Healthcare, we are in the process of doubling the capacity of our
plant in Bangalore to meet continued growth in the region. At the
same time we are finalising a contract to manufacture generic drug
delivery devices for a customer in India which will, in time, require
us to build a plant in Western India.
sustainable thinking
Last year we highlighted the importance of securing Rexam’s long
term future around a sustainability framework based on the three
main areas of products, operations and people. We have made
good progress in developing this model during the year, further
refining and adding specific measures and targets to the
commitments we set out last year. You can read more about
this on pages 44 to 51.
Building a winning organisation is critical to our success.
Making sure that our people work in a safe, fair and enjoyable
environment is core to our values. Our safety statistics remain
strong, as you will see below, but, although there were a number
of outstanding performances by some of our businesses and
individual plants, I am concerned that, as a Group, we did not hit
our 10% year on year improvement goal. We are determined to
deliver a better performance. We will be learning from the
experiences of our best performing plants and redoubling our
efforts to ensure that in 2012 we make further progress towards
our ‘zero accidents’ target.
During the year, we also implemented a number of action plans
to address the feedback of our 2010 employee survey. Areas
such as training and development, as well as communication and
recognition, were recurrent themes across the Group in the focus
groups that we held and many of the plans have been targeted
at these areas. In response, we have made a concerted and
successful effort to prioritise the visibility of our leadership teams.
On training and development, one of our objectives is to enable
performance that will differentiate our business. We saw the
successful deployment of the Rexam Business School and a good
uptake of the courses and training on offer, which range from half
hour online courses delivered via the company intranet in a range
of languages, to comprehensive, residential courses focusing on
specific skills and areas of leadership. On recognition, we
introduced the ‘Blue Chip’ programme, a cash award equivalent
to the value of 50 Rexam ordinary shares, which helps deliver
immediate recognition and reward to people who show
outstanding performance and excellence. To date, more than
220 Blue Chips have been awarded and the programme has
proved to be a great success.

key performance indicators
These key performance indicators (KPIs) are used by management to measure and track performance. Each KPI relates directly to our long
term strategy and additional information on each of them is contained in the various sections of this annual report.
As discussed last year, 2011 was a year for collecting base data for a number of the KPIs. There are therefore some KPIs where there is no
comparable data.
targets 2011 2010 2009 2008 2007
best performance
Organic sales growth1 % GDP+ 4 3 (7) 7 11
Underlying operating profit growth1 % GDP++ 8 22 (17) 3 (7)
Free cash flow £m Note 2 245 316 290 (128) 24
Return on capital employed 3 % 15% by 2013 13.7 12.3 9.5 11.0 11.9
customer expectations
Customer satisfaction score 4 1–10 To be set 7.8 n/a n/a n/a n/a
Emerging market sales as percentage of sales % Continuous improvement 32 31 27 27 23
Research and new product development 5 £m Note 2 17 19 20 19 14
operational excellence
Annual cost savings and efficiencies 6 £m c £30m 35 34 42 35 32
Lost time accident rate 7 LTAR Zero accidents pa 0.28 0.30 0.63 0.76 1.13
Carbon intensity 8 ratio –10% by 2013 vs 2010 0.83 0.86 0.91 n/a n/a
winning organisation
Employee engagement index favourable score 9 % Continuous improvement n/a 62 n/a n/a n/a
Values and leadership practices favourable score 9 % Continuous improvement n/a 53 n/a n/a n/a
1 Underlying business performance is continuing and discontinued operations (excluding Glass which was sold in 2007 and Closures in 2010 and 2011) before exceptional items,
the amortisation of certain acquired intangibles and fair value changes in financing derivations. Organic sales growth and underlying operating profit growth are as reported in
the financial review for the relevant years and represent the organic change after adjusting for acquisitions, disposals and currency fluctuations.
2 Will depend on investment plans (including capital) going forward.
3 Underlying operating profit plus share of associates profit after tax from total operations divided by the average of opening and closing shareholders’ equity after adding back
retirement benefit obligations (net of tax) and net borrowings.
4 Customer referral score out of 10 from externally conducted survey. This survey was piloted in Europe in 2011 and, from 2012, will be rolled out across the Group’s operations.
The Group target will be set once we have the Group wide data.
5 R&D spend on a statutory accounting basis, which includes design, construction and testing of preproduction prototypes, models and processes. Our operations also invest in new
product and process initiatives which are not captured in the statutory figure. Includes spend by discontinued operations prior to 2011.
6 Assuming current Group structure.
7 LTAR is the number of lost time accidents times 200,000/total hours worked. Our long term target is zero accidents pa with a near term target of 10% reduction pa.
8 Kilogram of carbon per kilogram of raw materials converted (continuing operations).
9 Scores from the Group global employee engagement survey conducted around every 18 months (first one conducted in 2010). The next survey is scheduled for the first quarter of 2012.
15
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financial statements governance
sustainability
business review

16
Rexam annual report 2011 directors’ report
market review
This summary review is based on a number
of external packaging industry sources
such as PIRA International, Canadean
and The Freedonia Group, as well as our
own in-house market intelligence team.
It highlights the state of the global consumer
packaging market with a brief summary
of trends for the two packaging types that
Rexam manufactures, beverage cans and
rigid plastic packaging. For the first time,
we also include a summary of statistics for
some of our key markets which provides
a comprehensive overview of their main
characteristics and drivers.
consumer packaging market value
by pack material 2011 1
● Paper and board 35%
● Rigid plastics 27%
● Glass 12%
● Flexible plastics 10%
● Other metal 9%
● Beverage cans 5%
● Others 2%
1 Excludes secondary/bulk and industrial packaging.
source: PIRA International 2011
2011
In 2011 the packaging industry faced rising input costs, inflation and
softer trading conditions in many of the larger developed markets.
According to the latest economic data, the global economy grew by
3.8% in 2011 (2010: 5.2%). The global consumer packaging industry
grew 4.2% and was valued at US$409bn. This compares with a 9%
increase in 2009/10, when the market played catch up following the
global economic downturn.
The outlook for 2012 is cautious and there is still uncertainty as to how
markets will evolve over the next few years. Emerging economies are
expected to represent the driving force of global growth with strong
domestic demand (see table on pages 18 and 19 for individual
country real GDP growth). In 2011, for example, the Asia and Rest of
World (ROW) region increased its value share of the total packaging
market to 35%, overtaking Europe. PIRA forecasts that the value of
consumer packaging industry global sales will continue to grow in the
next five years at an average annual rate of 3.1% to reach US$477bn
by 2016.
Packaging for food was the largest end use market in 2011 accounting
for just over half the market. Packaging for beverages accounted for
18% and packaging for healthcare and personal care for 11% of
sales. The industry saw increased demand for packaging in all end
use markets, led by healthcare.
Over the period 2011 to 2016, healthcare packaging is forecast
to register the highest value growth (4.5% pa). Food and beverage
packaging is expected to grow by around 3% pa to 2016 in line
with overall packaging.
materials
beverage cans
On a global basis, beverage cans accounted for 5% of the
consumer packaging market value in 2011 with North America
being the largest regional market. Overall, the value of global
beverage can packaging sales showed positive growth of just
over 2% driven largely by emerging markets.
Beverage can consumption remained healthy in Europe in 2011
growing 3% while fillings grew 5%. Consumption of carbonated soft
drinks (CSDs) and energy drinks in cans in Europe increased by 3%.
The table on pages 18 and 19 shows the beverage can share for beer
and soft drinks and where there are opportunities for beverage cans
to grow share.
In the US, beer and energy drinks performed better than CSDs in cans.
Beer in cans was helped by some brewers of craft beers switching to
cans from the traditional glass bottle.
The emerging economies offer the greatest potential for beverage
can growth. The strongest growth in value terms is expected in
South America at 3.5%, followed closely by Asia and ROW at 3.1%.
Overall global beverage can sales are expected to grow by around
3% pa until 2016 driven by general GDP growth, gains in market
share over other container types (mainly refillable glass) and, in
the more mature markets, the increase in innovative applications.

Cans are expanding into new segments like wine, creating new
occasions for drinking from cans. The environmental credentials of
the can are now better understood (see pages 44 and 45) and the
fact that cans are infinitely recyclable should support an increase
in demand.
plastic packaging
Plastic accounted for 37% of all global packaging sales on
a material basis in 2011. Within this category, rigid plastic
packaging accounted for 27% of the consumer packaging market
value and dominated healthcare and cosmetics packaging.
The total healthcare packaging market grew 6.6% in value in 2011
(2010: 10.6%). Rigid plastics accounted for 52% of the total value
and is expected to grow annually by 4.4%. The healthcare industry
has been impacted by a combination of external factors such as
products coming off patent and tighter healthcare cost control.
Although drug consumption is increasing globally due to greater
prevalence of chronic diseases, an ageing population and higher
incomes in emerging countries, there is pricing pressure on the
industry, and regulatory standards are also becoming stricter.
A new era is opening up for the pharmaceutical industry, however,
with a new mix of growth drivers, such as the rise of generics and
biotech medicines, the over the counter (OTC) segment and growth
in emerging markets. Expenditure per capita on OTC medicine
varies widely with Ireland topping the list in Europe at US$116 per
capita vs US$21 in Brazil and US$8 in China.
Growth in the healthcare packaging market will be supported
by continued improvements in packaging materials leading
to pharmaceutical containers with better aesthetics, barrier
protection, security, ease of use and compliance features. Trends
in the level and mix of worldwide drug consumption will also
create favourable growth opportunities. The introduction of new,
advanced biotechnology and nanotechnology based medicines
will boost demand for high value added packaging systems.
High value added healthcare packaging will also be employed
increasingly to differentiate brand products from generic drugs.
The cosmetics packaging market grew by 4.5% in value in 2011
compared with 11% in 2010. Difficult trading conditions continue in
many of the more developed markets. Growth is being driven by
emerging markets and the need for basic/medium range products,
particularly in skin and hair care. The overall cosmetics packaging
market is forecast to grow in value by 4.2% a year.
Given global recessionary pressures, mass and so called
‘masstige’ cosmetics are growing faster than premium cosmetics.
Premium make up brands are now competing in an ‘era of
consequences,’ characterised by more careful consideration
of the risks associated with consumption. However, it seems
that consumers are still willing to pay a premium for cosmetic
packaging that provides practical and functional benefits. In the
developing markets, where the premium share for personal care
and cosmetics products is very low, creating packaging that can
give mass/masstige a more premium look and feel can be used
to differentiate a product and create growth opportunities.
consumer packaging market value
by geographical region 2011 1
● Asia and Rest of World 35%
● Europe 33%
● North America 28%
● South America 4%
1 Excludes secondary/bulk and industrial packaging.
source: PIRA International 2011 2011
consumer packaging market value
by end use 2011 1
● Food 51%
● Beverages 18%
● Healthcare 6%
● Cosmetics 5%
● Other 20%
1 Excludes secondary/bulk and industrial packaging.
source:
source:
PIRA
PIRA
International
International
2011
2011
beverage cans only market value
by geographic region 2011
● North America 43%
● Europe 26%
● Asia and Rest of World 25%
● South America 6%
source: PIRA International 2011
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business review

18 Rexam annual report 2011 directors’ report
market review
market characteristics by numbers
This section looks at some of the important market characteristics
and factors that are acknowledged growth drivers for the
consumer packaging market across a number of our end markets.
These drivers include GDP per capita and age demographics,
as well as specific ones such as off trade or at home consumption,
which is pertinent to our beverage cans business, and average
life expectancy which has an impact on the healthcare product
market. A fuller description of global market trends and influences
can be found in ‘packaging unwrapped’, a detailed report
on global trends in consumer packaging which we published
in mid 2011.
Europe
Rexam on the map Austria Czech R Denmark France Germany Ireland Italy Netherlands Poland Russia
Our plants – beverage cans 2 1 1 1 3 1 2 – – 3
Our plants – plastic packaging – – – 6 1 – – 1 1 –
macro facts in our markets
Population (millions) 8.4 10.5 5.5 63.2 81.4 4.6 60.6 16.7 38.1 142.4
Population over the age of 65 (%) 18 16 17 17 21 12 20 16 14 13
GDP per capita (US$’000) 41.8 25.9 37.7 35.0 37.9 39.5 30.2 42.3 20.1 16.7
Real GDP growth 2011/12E (%) 0.9 0.7 1.4 0.2 0.3 1.1 -2.2 0.5 2.5 3.3
beverages
Can consumption per capita (cans) 97 19 221** 62 13 91 39 104 102 32
Can share (unit volume) – soft drinks (%) 16 4 25 18 2 19 9 22 8 6
Can share (unit volume) – beer (%) 26 7 61 22 2 49 22 25 48 25
Off trade beer consumption 2010 (%) 63 52 78 78 78 34 61 71 72 91
Beverage can recycling share 2009 (%) 50 47 87 40 91 50 53 85 67 75
healthcare
Average life expectancy (years) 80 77 79 81 80 80 82 81 76 66
Total exp. on health per capita 2008/9 (US$’000) 4.3 2.1 4.3 4.0 4.2 3.8 3.1 4.9 1.4 1.0
OTC medicine expenditure per capita (US$) 106 98 63 81 110 116 71 67 80 n/a
personal care and household care
Total exp. on colour cosmetics per capita (US$) 36.9 17.7 34.1 30.1 23.7 28.2 24.2 28.0 10.6 11.3
Beauty and personal care – premium share (%) 14 6 35 41 22 25 33 29 10 14
Rigid plastic share – PC/HC packaging (%) 63 52 63 63 63 64 72 66 59 50
All figures based on 2011, except where indicated.
Financial data uses average currency exchange rates, except for GDP per capita which uses purchasing power parities sourced from the IMF Economic Indicators in September 2011.
* Associate or joint venture. ** Includes cross border trade.

packaging unwrapped
Under the title ‘packaging unwrapped’, this Rexam report
published in 2011 looks at the global trends in consumer
packaging and the key growth drivers in mature and
developing markets around the world. The report can be
viewed and downloaded on www.rexam.com or ordered
from our corporate affairs department.
Americas Asia/Middle East &Africa
Spain Sweden Turkey UK Argentina Brazil Chile Guatemala Mexico US China India Indonesia S. Korea Egypt
2 1 1 2 1 9 1 1* 1 15 1 1 – 1* 1
– – – – – 1 – – 2 13 4 1 1 – –
46.1 9.4 72.2 62.6 40.9 194.9 17.4 14.7 109.7 312.9 1,348.1 1,206.9 240.5 49.0 79.4
17 20 6 17 11 7 10 4 7 13 9 6 6 11 5
30.6 40.6 14.6 36.0 17.4 11.8 16.2 5.0 15.1 48.1 8.4 3.7 4.7 31.8 6.5
-1.7 1.4 3.0 0.6 4.6 3.0 4.7 3.0 3.5 1.8 8.2 7.0 6.3 4.4 1.8
153 119 23 124 13 109 55 40 86 337 19 1 4 119 10
26 23 11 25 1 20 5 20 9 43 18 1 2 44 7
40 80 31 53 20 52 58 15 38 57 8 17 25 43 50
52 81 71 48 85 47 74 n/a 79 79 79 69 44 53 40
57 91 75 52 91 97 65 n/a 50 54 99 n/a n/a n/a n/a
81 81 73 80 77 73 78 71 77 78 75 67 72 79 73
3.1 3.7 0.9 3.5 1.1 0.9 1.2 0.3 0.9 8.0 0.3 0.1 0.1 1.9 0.3
53 53 22 78 9 21 14 n/a 18 94 8 2 7 56 9
18.8 49.8 4.4 31.9 4.0 10.9 8.1 n/a 7.4 20.1 1.0 0.2 0.4 16.5 1.3
30 25 7 31 10 2 9 7 8 33 18 5 n/a n/a n/a
72 70 63 59 40 46 51 n/a 45 67 40 16 n/a n/a n/a
19
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financial statements governance
sustainability
business review

20
Rexam annual report 2011 directors’ report
operating review
group results
In 2011, Rexam as a Group delivered a
strong performance. Sales overall increased
2% to £4,734m in line with our GDP+ goal
as volume growth in Beverage Cans offset
a mixed performance in Plastic Packaging.
Group underlying operating profit rose 7%
to £549m mainly due to improved volumes
in standard cans in Europe and in specialty
cans in all our regions, supported by our
continued focus on cost reduction and
efficiencies. Underlying profit before tax
increased 15% to £450m chiefly due to
the improvement in operating profit and
also to a lower total underlying net finance
cost. Underlying earnings per share rose
15% to 36.1p.
André Balbi Cerviño group director,
beverage can Americas
Tomas Sjölin group director,
beverage can Europe & Asia
Malcolm Harrison group director,
plastic packaging
On an organic basis, which excludes the impact of disposals and
currency translation, sales grew 4%, mainly due to the strong
performance in Beverage Cans. Organic underlying operating
profit increased 8%.
statutory results
On a statutory basis, which includes the effect of currency
translation and exceptional and other items, profit before tax from
continuing operations was £431m (2010: £338m). Exceptional
and other items totalled £19m before tax comprising restructuring,
amortisation of certain acquired intangible assets and fair value
changes on financing derivatives. Total profit for the financial
period, which includes discontinued operations, was £376m
(2010: £124m) and total basic earnings per share was 43.1p
(2010: 14.2p). The financial review on pages 26 and 27 contains
a reconciliation between statutory and underlying results.
beverage cans
2011 2010
Sales £3,786m £3,677m
Underlying operating profit £447m £394m
Return on sales 11.8% 10.7%
Return on net assets 31.6% 27.6%
Beverage Cans is a high speed, high precision manufacturing
business. Excellence in manufacturing and engineering,
along with innovation, quality and customer service, are key
to delivering value to our customers. Rexam Beverage Cans is
a global business centred on three main regions: Europe, North
America and South America. It also has operations in Russia,
the Middle East, India, China and Central America. This mix gives
us a healthy exposure to both developed and emerging markets.
Our businesses collaborate on a global basis in areas such as
supply chain, innovation, engineering, research and development
and marketing intelligence. In all, Beverage Cans accounted for
81% of Rexam’s underlying operating profit from continuing
operations (2010: 77%).
In 2011, Beverage Cans outperformed our expectations. Organic
sales, which adjusts for the impact of currency translation, were up 4%
including the expected market share loss in North America. Excluding
standard cans in North America, our beverage cans volumes grew
close to 5% bolstered by good volume growth in Europe and in
specialty cans across all regions. Excluding the cost of aluminium
passed through to customers, organic sales growth was 1%. Organic
underlying operating profit was better than expected, improving by
15% to £447m driven predominantly by volume growth but also good
pricing and an excellent performance on cost savings and efficiencies
mainly related to downgauging and lightweighting. Our underlying
operating profit margin improved to 11.8% (2010: 10.7%).
In 2012, our cost saving efforts will be very much in focus as we
face the specific challenge of absorbing an additional £20m of
metal conversion costs in our European beverage can business,
increases in energy and freight charges as well as start up costs.

everage can Europe & Asia
The European can market currently comprises some 57bn cans.
It is our largest beverage can market and we are the leading can
maker with a more than 40% share. In 2011, the market grew 5%
as cans continued to gain share of the beverage packaging mix
supported by a continued shift towards home consumption where
beverage cans are the single serve package of choice. Our own
volumes increased 6% following good growth in standard and
specialty cans and growth in Russia. Specialty cans continued
to grow across Europe in general and now represent almost 30%
of all cans sold. Our own specialty volumes increased 10% driven
by the continued success of energy drinks in Europe and those filled
in Europe for export.
A strong first half in Russia was followed, as expected, by a slower
second half but, for the year as a whole, our volumes were up
6% in line with our expectations. Returns on our Russian business
(including the acquisition of Rostar in 2008) remain consistently
well above our regional weighted average cost of capital.
The introduction of Europe’s first 75cl can was another milestone
for Rexam in the Russian market. Can size is often a key element
in our customers’ marketing strategies and they now have an even
broader range from which to select. Whilst we will be disciplined
in terms of capital expenditure given the focus on returns, we
are currently evaluating options to invest in Eastern Russia to meet
growing demand and the need to reduce the cost of shipping
products such as SLEEK™ cans which are growing in popularity.
Our can plant network across Western Europe ran at 95%
utilisation during the year and given that we expect the market to
continue to grow, we announced the construction of a new two line
can making plant in Finland for £68m to open at the start of 2013.
We are making further investments in India, installing a high speed
aluminium beverage can manufacturing line at the current site in
Taloja close to Mumbai. The new line will represent a capital
investment of c £30m over two years. It will initially produce 33cl,
50cl and SLEEKTM cans and increase capacity from under 400m
cans to c 950m per year. Production start up is planned for the
fourth quarter of 2012.
At the start of 2012, a decision was taken to invest in a fourth
production line at our can making plant in Ludesch, Austria to
support the growth of the energy drinks market. The investment
of some £20m will increase our specialty can capacity by around
0.7bn cans per year. Start up is planned for the third quarter
of 2013.
investing in growth
Finland has enjoyed a steady transition from refillable
glass bottles to cans in recent years, as has the
Scandinavian and Baltic region in general. The cans
share of the beer pack mix in Finland has risen to more
than 60%, assisted by favourable legislation, but still
lags behind Sweden at 82%. We currently serve this
1.2bn can market from our plants in Sweden
and Denmark.
With our can making network close to full utilisation,
additional capacity is required in order to manage
plant efficiency across Europe so that we can capture
future growth in the market. Long distance imports are
not viable in the long run.
During 2011 we announced that we would be investing
in a new two line can making plant in Finland for £68m.
It is planned to open at the start of 2013. The majority
of our customers in Finland and the Baltic countries
are contracted to 2015.
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22 Rexam annual report 2011 directors’ report
operating review
metal efficiency matters
Improving resource efficiency in our operations is at the core
of our manufacturing processes, not least because of the
cost benefit it brings to us and the packaging supply chain.
In beverage can production, approximately 90% of our raw
material cost is metal. Metal efficiency is therefore a key area
of priority throughout our can business and we are focused on
the twin processes of lightweighting and downgauging.
The gauge of the metal determines the thickness of the dome at
the base of the can. Downgauging – reducing the thickness of
the metal used – means that more cans can be produced from
the same amount of metal, whether it is aluminium or steel.
Reducing the thickness of the can wall is called lightweighting.
Using finite element analysis we can evaluate any proposed
refinements to can design before we set up a line. This has
reduced the risk and the associated cost of tooling development.
Another significant advance resulting from the metal efficiency
programme in Europe is the adoption of the 'non round cut
edge'. A complex modification to the shape of the blanks
pressed from the coil means less metal is wasted and less
excess is trimmed from the top of the can body.
beverage can North America
North America remains the largest single can market in the world
at around 95bn cans and we are the second largest can maker
with a c 20% share. In 2011, our overall volumes declined 14%
impacted by the contract losses announced last year. As previously
stated, we have signed contracts to recover most of the volume
loss by 2013, which will help improve asset utilisation.
Encouragingly, specialty cans, which now account for some 23%
of our overall volume, grew 16% driven mainly by increased
consumption of energy drinks, beer and iced teas as well as new
innovative beverage categories. Standard cans were down 20% of
which 15% related to the loss of contracts and the remaining 5% to
weakness in the US soft drinks market.
Overall profit in the business, which at the start of the year we
expected to be comparable to that in 2010, was significantly
higher. The faster than expected growth in specialty cans and the
relentless pursuit of efficiencies and cost reduction across our
entire product and manufacturing platform, combined with the
improvement in margins on retained as well as newly secured
volumes, helped drive this strong performance.
Our good cash conversion continued and we maintained the strong
return on net assets that characterises this part of the business.
beverage can South America
South America is a c 25bn beverage can market dominated by
Brazil. Rexam is the leading can maker in the region. Following a
very strong performance in 2010 when the main market, Brazil,
grew 18%, our volumes in 2011 were flat as the beverage can
market in Brazil faced a number of challenges. These included a
slowdown in Brazilian GDP growth (from 7% to 3% pa), price
increases by our customers and particularly unfavourable winter
weather conditions. Volumes were also affected by the direct
import of cans by our customers. In addition, we lost some volume
share as customers reallocated their volume requirements closer to
their filling locations to optimise freight costs as new capacity came
on line.
Growth in Rexam’s specialty cans remained strong at 16%
driven primarily by beer producers seeking new formats for their
products. Specialty cans now account for 21% of our sales.

Rexam has around 60% of the Brazilian beverage can market and
we are conscious that growth will not always be linear in emerging
markets. Consistent with our disciplined approach to capital
expenditure, our planned investment in the new can making plant
in Belém (initially announced in April 2011) will be timed to match
customer volume expectations, and is now planned to open in the
second half of 2012. As stated last year, we have a long term
contract with our largest customer in Brazil which underpins the
returns on existing and future investments in the region.
We remain confident of the medium and long term prospects for
the Brazilian market. In the short term, disposable incomes are set
to rise in 2012 following legislation on increasing minimum wage
levels and, with customers already preparing for events such
as the FIFA Confederations Cup in 2013, the FIFA World Cup in
2014 and the Olympic Games in 2016, we expect to see further
economic growth.
global recognition of excellence
At the start of 2012, our beverage can plant in Águas Claras,
Brazil, was awarded The Shingo Prize – acknowledged as the
highest global recognition for operational excellence. Two other
Rexam plants in Brazil, Recife (beverage can ends) and Jundiaí
(personal care products) were awarded the Shingo Silver medal
and Bronze medal respectively.
Improving operational efficiency is at the core of
our manufacturing processes. Plants are regularly assessed
under Rexam’s own audit programme but, in the quest for
continuous improvement, Rexam wanted to benchmark its
performance against the best in the world.
Águas Claras was recognised as outstanding in all areas
of operation, demonstrating a culture where principles of
operational excellence are deeply embedded into the thinking
and behaviour of all leaders, managers and employees.
With only a small number of organisations awarded
The Shingo Prize each year, Rexam now joins an elite group.
plastic packaging
2011 2010
Sales £948m £942m
Underlying operating profit £102m £119m
Return on sales 10.8% 12.6%
Return on net assets 23.3% 29.1%
Our Plastic Packaging business consists of Healthcare and Personal
Care (which includes High Barrier food containers). It produces
standard and customised rigid plastic packaging solutions for
a variety of end markets including pharmaceutical and healthcare
applications, cosmetics, toiletries, household care and food.
Many of our products are the leading choice in their markets for
customers worldwide. In 2011, Plastic Packaging accounted for
19% of Rexam’s underlying operating profit from continuing
operations (2010: 23%).
Plastic Packaging has a wide variety of products at varying stages
of maturity. Our priority is to improve consistently the returns from
this portfolio of businesses. The keys to success are innovation in
markets where there are relatively short life cycles, for example,
cosmetics, and the ability to remain entrepreneurial while
leveraging a global network of production and technical
capabilities. Operational excellence, including the use of leading
edge technology, and the understanding of end market trends
are also essential to maintain stature in these markets.
In 2011, trading in Plastic Packaging was mixed. Organic sales
grew 2% but, excluding resin pass through, sales were flat.
Underlying operating profit was 13% down on an organic basis.
There were good efficiencies from increased process automation
and lower resin usage from lightweighting and savings from
reduced working hours and the elimination of shared costs
following the sale of Closures. These were, however, not sufficient
to offset the effects of reduced pricing and increased costs and
the impact of lower volumes in Personal Care in North America,
particularly in Home and Personal Care, and overall weaker sales
in the Healthcare business.
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24 Rexam annual report 2011 directors’ report
operating review
healthcare
With over 3,000 employees and 14 factories across three continents,
Rexam Healthcare is the global leader in rigid plastic packaging
and devices for healthcare applications. It is a well invested
business with an experienced management team. It designs,
develops and manufactures innovative packaging, including
containers and healthcare closures, drug delivery devices,
metering pumps and valves and medical components. Its core
expertise lies in injection moulding and blow moulding
technologies and high speed automated assembly in compliance
with Good Manufacturing Practice to meet the quality, safety and
consistency demanded by customers. It also has broad regulatory
knowledge to provide value added support to customers.
In 2011, Healthcare volumes (sales excluding pass through of resin
cost) were flat. There was weak demand in North America and our
overall performance reflects our strategy to focus on price and
increase returns.
In Pharmaceutical Packaging, strong growth in insulin pens
was offset by weakness in inhalers following a quiet flu season.
In Prescription, there were some pricing benefits, despite increased
competitiveness, but these were offset by lower volumes, again
due to the absence of major flu outbreaks. Primary Packaging
had lower volumes due to pricing pressures.
One of the main devices we manufacture for drug delivery is in
the process of coming off patent and this will impact the results of
the Healthcare business in 2012. This is part of the normal cycle
within the pharmaceutical industry which is why we continue to
develop a strong product pipeline to fuel future growth.
Looking ahead, we expect that there will be more opportunities to
develop or codevelop solutions with pharmaceutical companies as
they focus increasingly on their core business. We have a range of
new products including insulin pens and the next generation
of sophisticated drug delivery devices to replace those coming
off patent.
safe’n’sound ®
personal care
In Personal Care, overall trading was disappointing despite
pockets of good performance. High Barrier Food volumes were
up strongly due to share gains but results in the rest of Personal
Care varied significantly by region. In Europe volumes were flat.
We saw some growth in dispensing systems for fragrances and
make up and some weakness in foam pumps. In North America,
the consumer remained cautious which led to lower volumes,
particularly in Home and Personal Care. In emerging markets,
good growth in Brazil was more than offset by weakness of make
up in Asia due to high input costs and competitive pricing.
As stated on page 13 we have started the process to actively
market the Personal Care business for divestment.
going forward
We are targeting revenue growth slightly above GDP, by which
we mean the aggregate GDP of the major markets in which we
operate, primarily in North and South America and Europe. In
Europe, pack mix changes and increased at home consumption
are driving faster than GDP growth. In North America, standard
cans are flat to marginally declining but specialty cans continue
to grow; overall, however, the US is a gently declining market
regardless of GDP. Finally in South America and other emerging
markets, we consistently see faster than GDP growth in beverage
cans due to increased can penetration as the pack mix changes
away from returnable glass.
We expect operating profit to grow faster than sales as increased
volumes and better utilisation provide good drop through and,
over time, efficiencies and pricing offset cost inflation.
Rexam is a highly cash generative company. Over the last two
years, we have succeeded in strengthening the balance sheet
and protecting our credit rating. We will maintain an appropriate
financial position but will shift our focus to a combination of
reinvestment in the business and cash returns to shareholders.
In 2011, Rexam Healthcare received 510(k) approval from the Food and Drug Administration (FDA) for Safe’n’Sound ® , a passive safety device for
prefilled syringes.
The approval is the crowning achievement of significant investment and efforts in terms of design by the Rexam teams. The aim of the project was to
design a safety device that meets the current regulations in North America and in Europe. These regulations are aimed at protecting workers in the
health sector from needle injuries and contamination from blood borne pathogens.
The fully passive Safe’n’Sound ® device provides effective protection against the risks of being pricked by a soiled needle, thanks to the protective
sheath which activates automatically once the medicine has been administered.
This FDA approval shows Rexam’s commitment to innovation, safety and quality.

alancing returns and growth
Surplus cash
Returned to shareholders
Investment
Organic investment
c 1.0–1.5 times
depreciation
underpins
GDP + growth
Bolt on acquisitions
It is important to reinvest in the business so as to deliver our growth
target on a sustainable basis. We recognise the need for discipline
and will invest only in projects with good growth and return
profiles. We aim to keep investment in the range of 1.0–1.5 times
depreciation. In 2012 there are several large projects happening
at the same time and we will be at the high end of the range this
year. We will be similarly disciplined with regard to any bolt
on acquisitions to strengthen our market positions or increase
our capabilities.
In terms of cash returns to shareholders, our dividend policy is to
have a dividend cover in the range of 2.0–2.5 times underlying
earnings. With a strengthened balance sheet and the good 2011
trading performance, we are now in the range. Surplus cash
which is not reinvested in the business over time will be returned
to shareholders.
Since 2009 we have generated close to £550m of free cash
flow, reduced costs by more than £120m and improved return
on capital employed from 9.5% to 13.7%.
Sales growth GDP +
Pack mix changes in Europe
Growth in specialty cans in
North America
Growth in emerging markets
Maximise long
term shareholder
value aiming to
reach 15% ROCE
by 2013
Cash generation
Strong balance sheet
Investment grade
credit rating
Dividend
Dividend cover 2.0–2.5 times
Operating prot
growth GDP ++
Efciencies and
pricing offset cost
ination over time
Good drop through
from increased
volume and
utilisation
Net debt has reduced from £1.8bn at the end of 2009 to £1.3bn
at the end of 2011 aided by good profits and the proceeds from
Closures, but also largely through our own management
of working capital and capital discipline.
2012 outlook
In closing, we are delighted with the continued progress of the
business in 2011. Our strong profit growth was achieved by a
better than expected performance in our Beverage Cans business,
primarily in Europe, and continued focus on cost management.
Looking ahead, we remain cautious about the global economy
and, as indicated, we face certain cost challenges in 2012 together
with the impact of a key Healthcare product coming off patent. The
volume environment for Beverage Cans remains robust, although
we do not anticipate any turnaround in the performance of Plastic
Packaging in the near term. Overall, we expect 2012 to be another
year of progress as we continue to focus on cash, costs and return
on capital employed.
25
overview
financial statements governance
sustainability
business review

26 Rexam annual report 2011 directors’ report
financial review
group overview
In 2011 we delivered record profits,
reported a robust cash flow and further
strengthened our balance sheet. With good
profit growth and our continued discipline
regarding investment and use of capital,
we have made significant progress towards
our ROCE target for 2013.
David Robbie
finance director
This financial review of our results is principally based on what we
term the underlying business performance, as shown in the tables
below. This excludes exceptional items, the amortisation of certain
acquired intangible assets and fair value changes on financing
derivatives (together ‘exceptional and other items’). We feel that
the underlying figures aid comparison and understanding of the
Group’s financial performance.
Discontinued operations comprise the Closures business which
manufactured beverage and specialty closures. Further details
of the trading results of Closures and the accounting impact of
its disposal are set out on page 30.
2011
Underlying
business
performance¹
£m
Exceptional
and other
items
£m
Total
£m
Continuing operations:
Sales 4,734 – 4,734
Operating profit/(loss)
Share of associates and joint
549 (42) 507
ventures profit after tax 9 – 9
Total net finance cost2 (108) 23 (85)
Profit/(loss) before tax 450 (19) 431
Profit/(loss) after tax
Discontinued operations:
315 (12) 303
Profit for the year 73
Total profit for the year 376
Total basic earnings per share (p) 43.1
Underlying earnings per share (p) 36.1
Interim dividend per share
Proposed
(p) 4.7
3 final dividend
per share
(p) 9.7

2010
Underlying
business
performance¹
£m
Exceptional
and other
items
£m
Total
£m
Continuing operations:
Sales 4,619 – 4,619
Operating profit/(loss) 513 (40) 473
Share of associates and joint
ventures profit after tax 5 – 5
Total net finance cost 2 (128) (12) (140)
Profit/(loss) before tax 390 (52) 338
Profit/(loss) after tax 274 (38) 236
Discontinued operations:
Loss for the year (112)
Total profit for the year 124
Total basic earnings per share (p) 14.2
Underlying earnings per share (p) 31.4
Interim dividend per share (p) 4.0
Final dividend per share (p) 8.0
1 Underlying business performance is the primary performance measure used
by management, who believe that the exclusion of exceptional and other items aid
comparison of underlying performance of continuing operations. Exceptional items include
the gains and losses on disposal of businesses, the restructuring and integration of
businesses, major asset impairments and disposals, significant litigation and tax related
claims and significant gains arising on reduction of retiree medical and pension liabilities.
Other items include the amortisation of certain acquired intangible assets (customer
contracts and relationships and technology and patents) and fair value changes on
financing derivative financial instruments.
2 Total underlying net finance cost comprises net interest of £92m (2010: £113m) and
retirement benefit obligations net finance cost of £16m (2010: £15m).
3 Subject to approval at the AGM 2012 and payable on 7 June 2012.
Results on a statutory basis include disposed businesses, currency
translation and exceptional and other items and discontinued
operations. The exceptional and other items and the results of
discontinued operations are described in more detail on pages
102 and 106. Sales for continuing operations were £4,734m
(2010: £4,619m) and profit before tax including exceptional and
other items was £431m (2010: £338m). Total profit after tax for the
year, including the results of discontinued operations, was £376m
(2010: £124m) and total basic earnings per share was 43.1p
(2010: 14.2p).
The following tables, showing sales and underlying operating
profit, compare the continuing operations on a consistent basis
to demonstrate ‘like for like’ trading performance. This basis
excludes discontinued operations. Organic change is the year
on year change arising on continuing operations at constant
exchange rates.
analysis of sales movement
Total
£m
Beverage
Cans
£m
Plastic
Packaging
£m
Sales reported 2010 4,619 3,677 942
Currency fluctuations (53) (43) (10)
Sales 2010 pro forma basis 4,566 3,634 932
Organic change in sales 168 152 16
Sales reported 2011 4,734 3,786 948
Organic sales, which exclude the impact of discontinued
operations, disposals and currency, increased by £168m
or 4%. The increase in Beverage Cans includes £113m relating to
the increase in aluminium cost pass through together with volume
gains in Europe and in specialty cans globally and good pricing in
Europe and South America partly offset by previously announced
reductions in standard can volume in North America. For Plastic
Packaging, the growth was attributable to the pass through of
higher resin costs and some volume recovery in High Barrier
Food containers offset by volume reductions in Personal Care
and Healthcare.
analysis of underlying operating profit movement
Total
£m
Beverage
Cans
£m
Plastic
Packaging
£m
Underlying operating profit
reported 2010 513 394 119
Currency fluctuations (6) (4) (2)
Underlying operating profit 2010
pro forma basis 507 390 117
Organic change in underlying
operating profit 42 57 (15)
Underlying operating profit
reported 2011 549 447 102
27
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28 Rexam annual report 2011 directors’ report
financial review
A further analysis of the organic change in underlying operating
profit from continuing operations is set out below.
Total
£m
Beverage
Cans
£m
Plastic
Packaging
£m
Sales price and cost changes 7 18 (11)
Volume and mix changes – 17 (17)
Efficiency and other savings 35 22 13
Organic change in underlying
operating profit 42 57 (15)
Underlying operating profit, after adjusting for the impact
of discontinued operations, disposals and currency, rose by
£42m or 8% reflecting an improvement in pricing and efficiency
savings across the Group partly offset by lower volumes and
less favourable mix in Plastic Packaging. Efficiency savings of
£35m came from the application of six sigma and lean enterprise
methodologies across the Group. In Beverage Cans, major savings
arose from lightweighting, spoilage reduction, downgauging and
reduced utility usage. In Plastic Packaging, the major contributors
were lower material usage and improved operating efficiency.
exchange rates
The main exchange rates used to translate the consolidated income
statement and balance sheet are set out below:
2011 2010
Average:
Euro 1.15 1.17
US dollar 1.60 1.55
Russian rouble
Closing:
47.12 46.96
Euro 1.19 1.17
US dollar 1.54 1.54
Russian rouble 49.59 46.77
consolidated income statement
The principal currencies that impact our results are the US dollar,
the euro and the Russian rouble. The US dollar and the Russian
rouble weakened against sterling in the year while the euro
strengthened. The net effect of currency translation caused sales
and underlying operating profit from ongoing operations to
reduce by £53m and £6m respectively compared with 2010
as shown below.
Sales
£m
Underlying
operating
profit
£m
US dollar (81) (9)
Russian rouble (1) –
Euro 20 3
Other currencies 9 –
(53) (6)
In addition to the translation exposure, the Group is also exposed
to movements in exchange rates on certain of its transactions.
These exposures are largely hedged and principally include the
US dollar/euro/Russian rouble and the US dollar/Brazilian real
movement for the European and South American beverage can
operations respectively.
consolidated balance sheet
Most of the Group’s borrowings and net assets are denominated
in US dollars and euros. Currency movements reduced net
borrowings by £29m and net equity by £16m.
total underlying net finance cost
2011
£m
2010
£m
Net interest (92) (113)
Retirement benefit obligations net finance cost (16) (15)
Total underlying net finance cost (108) (128)
The total underlying net finance cost fell by £20m compared with
the prior year. The reduction in total net interest is primarily due
to lower average net borrowings following strong cash inflows
together with lower bank facility fees offset by foreign exchange
transaction losses on financing items. The overall average interest
rate for the year was around 5.8% compared with 5.7% in 2010.
Based on underlying operating profit, interest cover was 6.0 times
(2010: 4.5 times). Interest cover is based on underlying operating
profit from continuing operations and underlying net interest expense
excluding charges in respect of retirement benefit obligations.

tax
The tax charge for the year on continuing operations was
£135m (30%) on profit before exceptional and other items
(2010: £116m (30%)). The rate reflects the mix of territories
in which we operate offset in part by the availability of tax
incentives in certain jurisdictions and the management of tax
risks. We anticipate the rate to remain around the same level
in 2012.
Cash tax payments by continuing operations in the year were
£81m (2010: £67m) with an additional £5m (2010: £8m) being
borne by discontinued operations. Cash tax is lower than the
charge to the income statement due to the utilisation of deferred
tax assets and the timing of tax payments. It is expected that the
cash tax paid in future years will remain below the underlying tax
charge in the consolidated income statement, in the range of 65%
to 75% of that charge.
exceptional and other items
The exceptional and other items arising in 2011 in respect of
continuing operations were as follows:
£m
Restructuring of businesses, including impairments (16)
Amortisation of certain acquired intangible assets (26)
Total exceptional and other items included
in operating profit (42)
Financing derivative market value changes 23
Total exceptional and other items before tax (19)
Tax on:
Restructuring of businesses, including impairments 4
Amortisation of certain acquired intangible assets 9
Financing derivative market value changes (6)
Total tax on exceptional and other items 7
Total exceptional and other items after tax (12)
exceptional items
restructuring of businesses
The restructuring charge of £16m on continuing operations
comprises £11m in Plastic Packaging (including £2m related
to asset impairments) and £5m in Beverage Cans. We have
previously stated that following the disposal of Closures it would be
necessary to reorganise the remaining Plastic Packaging business
to address the level of shared service administration support and
to rationalise those retained plants which were co production sites
with the Closures businesses. Overall, this restructuring is expected
to cost £24m: in 2011, £11m was charged in respect of continuing
operations and a further £11m reported under discontinued
operations. The remainder will be charged in future periods.
The Beverage Cans cost was in respect of the previously
announced plant closures. The total cash cost of restructuring
in continuing operations in the year was £19m.
other items
amortisation of certain acquired intangible assets
Intangible assets, such as technology patents and customer
contracts, are required to be recognised on the acquisition of
businesses and amortised over their useful life. The directors
consider that separate disclosure, within exceptional and other
items, of the amortisation of such acquired intangibles relating
to total operations amounting to £26m (2010: £32m) aids
comparison of organic change in underlying profit.
fair value changes on financing derivatives
The fair value of the derivatives arising on financing activities
directly relates to changes in interest rates and foreign exchange
rates. The fair value will change as the transactions to which they
relate mature, as new derivatives are transacted and due to the
passage of time. The fair value change on financing derivatives
for the year was a net gain of £23m (2010: net loss £12m). The
impact of derivatives arising on trading items such as commodities
and forward foreign exchange contracts is included within
underlying operating profit.
29
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30 Rexam annual report 2011 directors’ report
financial review
discontinued operations – closures
A summary of the performance of discontinued operations is set
out below.
2011
£m
2010
£m
Sales 205 343
Underlying operating profit 13 22
Underlying profit before tax 13 22
Underlying profit after tax before exceptional
and other items 8 13
Exceptional and other items included
in operating profit:
Profit on disposal 91 –
Impairment of goodwill and other assets (34) (179)
Restructuring (5) (6)
Amortisation of certain acquired
intangible assets – (14)
Tax on exceptional and other items 13 74
Exceptional and other items after tax 65 (125)
Profit/(loss) for financial year after tax 73 (112)
The underlying performance reflected the decline in beverage
closures, with sales down by some 10% for the period to disposal,
offset partly by efficiency and other savings.
The disposal of the Closures business was completed on
1 September 2011 giving rise to an overall profit in 2011 of £91m.
This profit included foreign exchange translation differences
arising on Closures net assets since the date of their acquisition,
some £89m, which have been recognised in the income statement.
In 2011, the assets of Closures were impaired by £28m and further
impairments of £6m, together with £5m of related costs, were
incurred under the restructuring programme initiated following
its disposal as described under ‘exceptional items’ above.
earnings per share
2011 2010
Underlying earnings per share – continuing
operations (p) 36.1 31.4
Basic earnings per share – total operations (p) 43.1 14.2
Average number of shares in issue (millions) 872.6 875.6
Year end number of shares in issue (millions) 877.0 876.9
Underlying earnings per share from continuing operations
increased by 15% to 36.1p (2010: 31.4p). This is due to the
improvement in underlying operating profit together with the
reduction in total underlying net finance cost.
The basic earnings per share, which includes exceptional and
other items and discontinued operations, was 43.1p per share
(2010: 14.2p). The increase reflects the improvement in underlying
profit, the reduced impact of exceptional items and the gain
realised on completion of the disposal of Closures.
retirement benefits
Retirement benefit obligations (net of tax) as at 31 December 2011
were £371m, an increase of £54m compared with £317m reported
at 31 December 2010. This was principally due to changes in
actuarial values amounting to £76m (after tax) as set out below.
£m
Defined benefit pension plans:
Plan liabilities – lower discount rates
Plan assets – higher than expected returns,
(280)
principally on bonds 139
Demographic changes 35
Actuarial losses before tax (106)
Tax 30
Actuarial losses after tax (76)
Changes to the actuarial value of retirement benefits at the
balance sheet date are reported in the consolidated statement
of comprehensive income.
A detailed analysis of retirement benefits is set out in note 27 to the
consolidated financial statements.

The retirement benefit obligations net finance cost is analysed
as follows:
2011
£m
2010
£m
Defined benefit pension plans:
Expected return on plan assets 142 144
Interest on plan liabilities (148) (152)
(6) (8)
Retiree medical – interest on liabilities (6) (7)
Cost recognised in the income statement on
(12) (15)
annuitisation of certain US retirement obligations (4) –
Retirement benefit obligations net finance cost (16) (15)
The retirement benefit obligations net finance cost, which is a
non cash accounting charge, increased marginally to £16m from
£15m in the prior year. A charge in respect of historic fair value
movements recognised in the income statement following the
annuitisation of certain US pension obligations was offset by a
lower net finance cost. It is estimated that the overall net finance
cost in 2012 will remain at a similar level.
The total cash payments in respect of retirement benefits are
as follows:
2011
£m
2010
£m
Defined benefit pension plans 46 27
Other pension plans 10 12
Retiree medical 9 12
Total cash payments 65 51
Cash payments to defined benefit pension plans were higher than
in 2010 mainly as a result of increases in the deficit funding to the
UK and US plans. Based on current actuarial projections, it is
expected that cash contributions to defined benefit pension plans
in 2012 will be at a similar level to 2011. A triennial valuation
of the UK defined benefit plan was undertaken as at 31 March
2011. It is expected, when the valuation is complete, that the plan
will be fully funded at that date. Future funding arrangements are
currently being discussed with the plan trustees.
cash flow
Total free cash flow for the year from continuing operations resulted
in an inflow of £277m compared with £298m for 2010. This lower
inflow primarily reflects an increase in capital expenditure, higher
retirement benefit cash contributions offset by a significant
improvement in underlying operating profit and lower restructuring
charges. Net cash flow was £337m (2010: £212m), including free
cash flow from discontinued businesses, net proceeds from the
disposal of Closures and after paying dividends.
2011
£m
2010
£m
Continuing operations:
Underlying operating profit 549 513
Depreciation and amortisation 1 191 197
Retirement benefit obligations (41) (27)
Change in working capital (19) (20)
Restructuring costs (19) (41)
Other movements 3 25
Cash generated 664 647
Capital expenditure (net) (226) (181)
Net interest and tax paid (165) (173)
Loan from joint venture 4 5
Free cash flow from continuing operations 277 298
Free cash flow from discontinued operations (32) 18
Free cash flow 245 316
Dividends paid to non controlling interests (1) –
Equity dividends (111) (105)
Business cash flow 133 211
Disposals 2 204 1
Cash flow including borrowings acquired
and disposed 337 212
Share capital changes (18) (6)
Exchange differences 29 (38)
Other non cash movements 24 (24)
Net borrowings at the beginning of the year (1,684) (1,828)
Net borrowings at the end of the year 3 (1,312) (1,684)
1 Excludes amortisation of certain acquired intangibles amounting to £26m (2010: £32m).
2 Disposal proceeds offset by £1m (2010: £nil) in respect of a capital injection in a
joint venture.
3 Net borrowings comprises borrowings £1,838m (2010: £1,881m) less cash and cash
equivalents £412m (2010: £114m) and financing derivatives £114m (2010: £83m).
31
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financial statements governance
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business review

32 Rexam annual report 2011 directors’ report
financial review
capital expenditure – continuing operations
2011 2010
Capital expenditure (gross) 1 (£m) 227 189
Depreciation and amortisation 2 (£m) 191 197
Ratio (times) 1.19 0.96
1 Capital expenditure is on a cash basis and includes computer software that has been
capitalised.
2 Amortisation excludes £26m (2010: £32m) amortised on patents, customer contracts and
intangibles other than computer software.
Gross capital expenditure by continuing operations was £227m,
c 1.2 times depreciation and amortisation, of which approximately
70% was attributable to strategic and growth projects. The
principal projects in Beverage Cans were to support growth
in South America, the development of specialty can products,
a new plant in Finland, the conversion of three lines from steel
to aluminium in Spain, Egypt and India and the introduction of
a lightweight end in response to market developments and
customer requirements. Plastic Packaging investment continued
to be focused on new product development.
It is expected that capital expenditure from continuing operations
in 2012 will be around £300m, 1.5 times depreciation and
amortisation.
balance sheet and borrowings
As at
31.12.11
£m
As at
31.12.10
£m
Goodwill and other intangible assets 2,177 2,231
Property, plant and equipment 1,590 1,571
Retirement benefits (net of tax) (371) (317)
Net assets classified as held for sale 2 232
Other net assets 233 292
3,631 4,009
Total equity, including non controlling interests 2,319 2,325
Net borrowings1 1,312 1,684
3,631 4,009
Return on capital employed2 (%) 13.7 12.3
Net borrowings/EBITDA 3 (times) 1.8 2.4
Interest cover4 (times) 6.0 4.5
Gearing5 (%) 57 72
1 Net borrowings comprise borrowings, cash and cash equivalents and certain derivative
financial instruments.
2 Underlying operating profit plus share of associates and joint ventures profit after tax of
continuing and discontinued operations divided by the average of opening and closing
of shareholders’ equity after adding back retirement benefit obligations (net of tax) and
net borrowings.
3 Based on net borrowings divided by underlying operating profit plus depreciation and
amortisation from continuing operations, excluding amortisation of certain acquired
intangible assets.
4 Based on underlying operating profit of continuing operations divided by underlying net
interest expense.
5 Based on net borrowings divided by total equity including non controlling interests.
The level of net borrowings at 31 December 2011, down by £372m
compared with the previous year, primarily reflects strong cash
flow and favourable impact of currency translation and other
non cash movements. The currency denomination of our net
borrowings, including financing derivatives, is as follows:
As at
31.12.11
£m
As at
31.12.10
£m
US dollar 1,051 1,424
Euro 439 299
Sterling and other (178) (39)
Net borrowings 1,312 1,684
For the management of foreign currency asset matching and
interest rate risk, the profile of gross borrowings is 68%
(2010: 75%) in US dollars, 32% (2010: 22%) in euros and nil%
(2010: 3%) in other currencies.
Our net borrowings/EBITDA based on continuing operations
has strengthened from 2.4 times in 2010 to 1.8 times following
the reduction in net borrowings and improvement in underlying
operating profit. Interest cover is at 6 times and we remain
comfortably within our debt covenants. Our liquidity is strong
with committed debt headroom of over £1.2bn at the year end.
At 31 December 2011, the Group’s principal committed loan and
bank facilities totalled some £2.6bn in varying currencies and
maturities, as detailed below:
Currency Maturity
Facility
£m
Subordinated bond Euro swapped to US$ 2067 654
Revolving credit facility Multi currency 2016 602
Bilateral credit facilities
US private placement
Multi currency 2016 207
and bond US$ 2013 503
Medium term note Euro 2013 536
Bilateral credit facilities
Total committed loan
Multi currency 2012 50
and bank facilities 2,552
Following the disposal of Closures, and to take advantage of
prevailing market conditions, the revolving credit facility and
certain bilateral credit facilities were amended during the year.
Their maturity was extended to November 2016 with options to
extend by a further two years, the level of facilities was reduced
by £219m and ongoing commitment fees were lowered.

Net borrowings include interest accruals and certain financial
derivatives as set out below:
As at
31.12.11
£m
As at
31.12.10
£m
Net borrowings excluding derivative
financial instruments 1,426 1,767
Derivative financial instruments (114) (83)
Net borrowings 1,312 1,684
Derivative financial instruments comprise instruments relating to
net borrowings (cross currency and interest rate swaps) and those
related to other business transactions (forward commodity and
forward foreign exchange deals). Total derivative financial
instruments are set out below:
As at
31.12.11
£m
As at
31.12.10
£m
Cross currency swaps 110 82
Interest rate swaps 4 3
Foreign exchange forward contracts – (2)
Derivative financial instruments included
in net borrowings 114 83
Other derivative financial instruments (55) 47
Total derivative financial instruments 59 130
The increase in the value of cross currency swaps can be mainly
attributed to a decrease in the longer term forward interest rates
and to a decline in the liquidity of the euro. The reduction in value
of other derivatives was due mainly to the fall in aluminium prices.
33
overview
financial statements governance
sustainability
business review

34 Rexam annual report 2011 directors’ report
key risks
enterprise risk management
Effective management of risk is essential to
the achievement of our business objectives
and to the protection of our people, assets
and reputation. Identifying, assessing
and managing risks is integral to the way
we run our business. It is part of our focus
on operational excellence and best
performance which are key priorities for
the Group. The various risks attached to our
activities are consistently assessed, recorded
and reported in a visible, structured and
continuous manner to ensure necessary
controls are in place.
Rexam risk management process
Rexam objectives
risk identication
risk assessment
risk mitigation
risk reporting
risk monitoring
development
Rexam risk management process
The enterprise risk management function reports directly to
the chief executive. The function serves to further improve the
integration and efficiency of our risk management framework and,
in doing so, to address the increased demands and requirements
from external and internal stakeholders. It draws together our risk
based responsibilities and enhances the good risk management
process and practices already in place across the Group.
This section describes our well established risk management
process including the enhancements made during 2011,
and outlines the main factors that may affect the implementation
and execution of our strategy.
Rexam objectives
The purpose of the Rexam risk management process (known
internally as the ARC process) is to support achievement of Rexam’s
overall objective to deliver shareholder value. Although risk can
never be eliminated, the process aims to identify and set
appropriate mitigation responses for the key risks faced by Rexam.
The approach is based around the ISO 31000 risk management
process and on both the bottom up and top down assessments
of strategic, financial and operational risks.
risk identification
The first stage of our risk management process is to identify the
risks faced by Rexam. This is initially a bottom up process with
business units and functions undertaking a biannual process of
risk identification. Risk workshop sessions, current risk registers,
intelligence on risks identified by other companies and a risk
categorisation check list are used to structure and support the
process. The enterprise risk management function leads and
supports the process but is also there to challenge the findings.
Executive directors and other senior leaders are closely involved
at critical stages in the process. They review, challenge and debate
the risks identified from a top down perspective. The resultant
output is a list of risks faced by Rexam for each business unit and
function – the risk register.

isk assessment
The next stage involves the assessment of each identified risk on
the register in terms of its likelihood of occurring, and the impact
on Rexam if the risk does occur. Performing an assessment of
likelihood and impact at both a gross and net level (before and
after the effect of mitigation) enables us to identify the key material
risks for each business and function and consider the effect of current
mitigations on reducing risk. To aid assessment we use specific tools,
such as the Heat Map Matrix and Radar, to illustrate the impact
and likelihood of different risks, and to show their trend over time.
Images of these tools are shown below for illustrative purposes
Rexam risk management tool – radar
Risk 9
Risk 8
Risk 10
Risk 7
Risk 1
Risk 6
■ Year 1 ■ Year 0
Risk 2
Risk 5
Risk 3
Risk 4
Rexam risk management tool – heat map matrix
impact
of risk
Major
Signicant
Moderate
Minor
Insignicant
Rare Unlikely Moderate Likely Almost
certain
likelihood of risk occurring
■ Very high ■ High ■ Medium ■ Low
risk mitigation response
Once risks have been assessed an appropriate mitigation response
is determined for each risk identified. The mitigation response will
depend upon the impact and likelihood assessment and, for
example, may consist of a control action or insurance. The risk
mitigation response reduces either the likelihood of the risk
occurring or the impact on Rexam if the risk does occur or both.
risk reporting
When we have assessed the risks and the responses have been
determined, each business unit and function provides a risk report
to the enterprise risk management function. These reports are
considered together and a Group level risk register is produced
showing the key risks to Rexam and key mitigation responses.
Ownership of each key Group risk is allocated to a member of
the executive leadership team.
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36 Rexam annual report 2011 directors’ report
key risks
risk monitoring
The Group level risk register is monitored by the board through
a monthly report which updates on the trend of the key risk and
mitigations. During 2011 this monthly report was enhanced by
the addition of ‘key risk indicators’ to support the monitoring of risk
trends. The executive leadership team, the audit and risk committee
and the board all review the output from the risk management
process on a periodic basis. The audit and risk committee also
reviews the overall risk management process itself. The main
mitigation activities for key identified risks are used as an input
to determine coverage under the annual internal audit plan.
development
We are looking continually to improve our risk management
process. During 2011, a project to determine future development
opportunities considered external best practices and the following
were implemented:
heat map matrix
This tool was developed along best practice lines into a 5 by 5
impact and likelihood matrix. The risk assessment process groups
risks into four areas of ‘very high’, ‘high’, ‘medium’ and ‘low’ and
the matrix uses a colour coding to illustrate this at both a gross and
net assessment level. The new matrix also considers risks with non
financial impact, such as reputational and health and safety,
to avoid solely focusing on the financial impact of risks.
risk descriptions
The way risks are described within the process was made
consistent and a requirement to describe risk drivers and
consequences was added. This aids analysis and also the creation
of mitigation plans by considering the factors driving risks.
risk mitigations actions form
The risk mitigation section of the process was developed to
support improved tracking and follow up of mitigations by
business units and functions to ensure they are in place and
having the required effect.
behaviour based safety programme
The behaviour based safety programme (BBS) was devised to
encourage Rexam’s plant employees to focus on safety during
their daily activities. During 2011 we enhanced the ‘safety
bingo’ initiative which was designed to recognise employees
and plants that were actively participating in the ‘good
behaviour’ programme. Its main objective was to reinforce
Rexam’s commitment to its employees’ safety, and highlight
how important each person’s behaviour is in preventing
accidents. 2011 was the year when the plants that use it really
got to see the results of a well implemented BBS programme.
The employees’ level of engagement and safety awareness
was higher than ever, which enabled some plants to achieve
outstanding performance. In total more than 70% of our sites
did not have a lost time accident in 2011.
“In the Jacareí beverage can plant in South America, BBS is a
tool that promotes a change in culture and motivates employees
to protect themselves and their peers. Pointing out unsafe
behaviour is important, but recognising safe behaviour
strengthens our vision of safety,” said Rui Cesar Silva,
Production Manager, Jacareí.
The overall BBS programme has ambitious targets and
innovations for 2012 and will be strengthened across Rexam.
legislative risk monitoring tool
The legislative framework of the countries in which we operate
and sell products is evolving constantly as new governments
are elected and the profiles of different issues are raised.
From experience, we know that a small percentage of any
new legislation could have an impact on our business, through
increased costs or changes to markets. The main risk to the
business is legislation that is primarily focused on our products
(ie packaging), but legislation that is designed to address other
issues can have an indirect effect on our markets (eg taxes on
certain food and drink products).
In 2011 our Beverage Can Europe & Asia sector established
a team from across our European operations which monitors
proposed changes to existing legislation and proposed new
legislation to assess its impact on our business. This enables
us to understand and reduce the risks associated with any
proposed changes to legislation and focus resources to mitigate
these potential risks where appropriate. In 2012 this approach
will be rolled out across Rexam.

summary of key Group risks
Set out in the tables below (in no particular order) is a summary
of the key risks for the Group as a whole. Although the global
financial and economic situation has heightened many risks and
exposed new ones, the challenge remains the same in terms of
identifying the most relevant risks, assessing their impact and
importance and developing appropriate methods to eliminate
or mitigate them.
The tables provide brief descriptions of the key types of risk to
which the Group is exposed and identifies, in each case, their
potential impact on the Group and the principal processes in place
risk description key mitigation
Economic downturn The risk of economic downturn in Rexam’s
key markets and its impact upon demand
for consumer packaging. This risk has
trended higher through 2011 following
concerns over growth and debt levels in
Western economies leading to reduced
GDP growth forecasts.
Aluminium and other
input cost increases
Aluminium is our most significant raw material
cost. Resin is also important to us and we
purchase steel for our European beverage
can operation. High volatility in input prices
may have a material impact on our results.
One consequence of a substantial rise could
be a change in demand for our products as
customers adjust their packaging mix and the
materials they use. This risk has trended higher
through 2011 as, despite easing somewhat in
the final quarter, commodity prices have been
higher overall in 2011, thus flowing through
into inflationary pressure.
to manage and mitigate the risk. Each risk is specifically owned
by a member of the executive leadership team. The tables do not
provide an exhaustive analysis of all risks affecting the Group.
Not all of the factors listed are within the control of the Group and
other factors besides those listed may affect the performance of
its businesses. Some risks may be unknown at present and other
risks, currently regarded as immaterial, could turn out to be
material in the future. Further information on the process by which
risk is managed and reported is covered in the risk management
and internal control section in the corporate governance report
(pages 64 and 65).
In line with the strategic priority of best performance,
Rexam closely manages capital investment and
is focused on maximising utilisation of its assets.
Furthermore, in response to the increasing trend
of this risk, we use scenario planning within our
budgeting and planning processes to help identify
mitigation actions which would be implemented should
this risk increase further.
In beverage cans, almost all of our aluminium ingot
needs are on a pass through basis or hedged. In the
Americas businesses, we charge the majority of our
customers on a pass through basis while in Europe 75%
of our supply costs are on this basis. To mitigate the risk
on the remaining aluminium ingot exposure, we hedge
the aluminium cost and associated currency
requirements. The pass through and hedge risk
management applies to metal ingot but not the can sheet
which is covered by long term supply contracts.
We purchase aluminium and steel from a small number
of regional and global suppliers with whom we have
long term relationships and contracts.
In plastic packaging, over 80% of the resin costs are
on a pass through basis which includes resin escalator/
de‑escalator provisions that allow change in our selling
price as resin prices change. Where possible, we also
hedge some of our resin exposure.
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38 Rexam annual report 2011 directors’ report
key risks
risk description key mitigation
National political and
economic stability
Competitive
environment trends
Changes in packaging
legislation and regulatory
environment
the risk council
The risk of political or economic instability
within a region that Rexam operates in and
its impact on performance. Rexam operates
in countries and regions with diverse
economic and political conditions and
sensitivities. Our expansion in emerging
markets, as well as the regional political
instability and civil unrest seen through
2011, means that the trend of this risk
is increasing.
The risk of adverse commercial impact upon
Rexam from customer and competitor activities.
This risk can be driven by dependency on key
customers, competitor activity, price pressure
or contract negotiations.
The risk of changing legislation impacting
the markets in which Rexam operates.
Packaging will continue to be a focus for
government legislators working within
the sustainability agenda. Changes in
packaging legislation and regulation
affecting producer responsibility for
recycling, recycled content, carbon
footprint and landfill taxation represent
an increasing trend risk.
Emerging market risks are assessed in detail
by management when considering investment
opportunities and setting financial policies and
procedures. These risks are then regularly reviewed
as part of the ongoing management of our business.
We also take external advice on specific matters and
use local external advisors. We will continue to carry
out reviews of key risk areas both internally and with
external expert support.
Many of our largest customers have traded with us for
many years, during which time we have built up a strong
interdependency and sense of partnership and added
production capacity to strengthen our footprint. These
relationships and investments increase the likelihood of
retaining customers. We continue to focus on providing
value adding service and innovation as well as competitive
performance which are key parts of our strategic focus
of strengthening our customer relationships.
Rexam continually monitors changes or proposed
changes in laws or regulations that may adversely
affect our business if implemented arbitrarily. This is
done through established and effective membership of
relevant trade associations, by direct collaboration with
governmental and non governmental organisations and
through our own efforts which include a new legislative
risk monitoring tool that was introduced in 2011 as
described on page 36. This ensures the best possible
chance of shaping a constructive outcome which
is not detrimental to Rexam or our stakeholders.
A key development action in 2011 was the creation of the Risk Council. The team meets quarterly and consists of a senior management
representative from each of Rexam’s business units along with key people from the enterprise risk management and internal audit functions.
The team is responsible for supporting the development and implementation across the Group of agreed enhancements in enterprise risk
management and to facilitate best practice sharing and implementation of processes, tools, mitigation plans and controls. The team also oversees
and supports the Rexam risk management process with the representative from each of the business units leading the risk management work in their
respective area. This enhanced governance structure has helped us to integrate and develop risk management across the business, for example
by supporting and implementing the developments in the risk management process and sharing best practice mitigations such as the legislative risk
monitoring tool (see page 36).

isk description key mitigation
Counterparty failure Risk of counterparty failure (for example
bank, insurer, customer or supplier) resulting
in financial exposure for Rexam. The current
more challenging macroeconomic
environment increases the risk of
counterparty failure.
Changes in consumer
tastes, nutritional
preferences, health
related concerns and
environment related
concerns
The risk of changing consumer trends resulting
in a shift in demand away from products
for which Rexam manufactures packaging.
Drivers of this risk can include lifestyle
and taste change, nutrition and health
considerations or environmental concerns.
Pension deficit Risks relate to cash contributions, charges
to the income statement and balance
sheet volatility.
A range of financial counterparties are used and
we have strict limits on our exposure to each of them.
These limits are determined by a range of qualitative
and quantitative measures that are embedded into our
treasury system such that any breaches are automatically
reported. The limits are automatically updated by factors
such as credit rating change and also reviewed regularly
for any qualitative changes. The risk of insurer failure
is monitored by our insurance broker and reported
regularly. Customer credit limits are imposed and
their credit risk, as well as that of suppliers, is reviewed
and monitored. In addition, we have procedures across
the business to manage working capital tightly.
We continue to monitor market and consumer trends
as well as political developments through our own and
external business intelligence services and through our
involvement in national and international packaging
associations in the countries and regions where
we operate.
Rexam’s retirement benefit risk management is overseen
by the retirement benefits committee (RBC) which
is chaired by the finance director. The RBC reviews
all proposed new promises for and improvements to
retirement benefits. Managing pension deficit volatility
on the balance sheet and general de‑risking of funded
plans, which includes equity, interest rate and inflation
risk are undertaken by pension plan fiduciaries in
consultation with the RBC. Cash contributions are paid
having regard for regulatory requirements in the
countries in which the respective plans operate.
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40 Rexam annual report 2011 directors’ report
key risks
risk description key mitigation
Business interruption Every business faces the potential risk of
its operations being impacted by disruption
due to loss of supply, industrial disputes,
failures with technology, physical damage
as a result of fire, flood or other such event.
Environmental, fire,
health and safety
The risk of a significant environmental
contamination, fire or health and safety
issue at one of our locations which can
have an impact on the safety of our
employees, or on our financial situation or
our reputation.
As part of our strategic focus on operational excellence,
Rexam has established protocols and procedures across
the Group as a whole such that plans are in place to
ensure business continuity in our operations. Strong
relationships with customers and suppliers mean that,
where possible, there are arrangements in place to
ensure alternative sources of supply or production for
critical product lines. Rexam also has insurance in place
to cover losses associated with interruption to business
for a limited period as a result of property damage
or supply failure.
We carry out regular environment, health and safety
(EHS) audits in cooperation with internal and external
specialists to drive the plants to best practice. The audit
approach was developed through 2011 to provide the
basis for delivering a more sustainable and robust
improvement of EHS management systems and
performance at all sites.
In addition we introduced a high standard fire safety
and property protection audit supported and performed
by AXA Matrix, an independent provider of such
services.

isk description key mitigation
Supply of faulty or
contaminated products
Rexam’s reputation as a business partner relies
heavily on its ability to supply quality products
on time and in full. The consequences of not
being able to do so could be severe. Such
consequences might include adverse effects
on consumer health, loss of market share,
financial costs and loss of turnover.
Tax risks In an increasingly complex international tax
environment, some uncertainty is inevitable
in estimating our tax liabilities.
Fraud, bribery, internal
control failure
The risk of an internal control failure such
as a Rexam employee committing fraud
or bribery.
Funding Risks related to the cost and availability of funds
to meet our business needs, movements in
interest rates, foreign currency exchange rates
as well as commodity prices. Improvement in
balance sheet metrics through 2011 means this
risk has a reducing trend, but it remains a key
risk for Rexam.
Within our strategic focus on operational excellence we
have strict control measures and externally accredited
systems in place to ensure that the safety and quality of
our products are maintained. Rexam also has insurance
in place to cover legal liabilities to third parties
associated with product liability.
We seek to plan and manage our tax affairs efficiently
in the jurisdictions in which we operate. Tax planning
will complement and be based around the needs of our
operating businesses. We exercise our judgement in
assessing the required level of provision for tax risk and
allocate resources appropriately to protect our position.
The Rexam Code of Conduct provides a framework
for all of our policies at Group, sector and individual
business level. Training is also carried out in key areas
such as the antibribery policy, to ensure that employees
are aware of their responsibilities. A Group control
framework, setting out key financial controls to be
applied across the Group, is being developed for
implementation in 2012 in order to ensure consistency
and further enhance the control environment.
Rexam’s Raise Your Concern helpline also allows
employees to raise anonymously any concerns
regarding behaviour that does not conform with
Rexam policies.
Rexam’s financial risk management is based upon sound
economic objectives and good corporate practice. Rexam
negotiates funding requirements in a timely manner ensuring
appropriate headroom is secured to mitigate availability risk.
Derivative and other financial instruments are used to
manage exposures under conditions identified by the board
and monitored by its finance committee. In response to the
current instability in Europe a ‘euro crisis committee’ has been
established to monitor risks, create contingency plans and
take actions as appropriate. Further details of our financial
risks and the way in which we mitigate them are set out in
note 26 to the consolidated financial statements.
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42 Rexam annual report 2010
directors’ report
sustainability
Rexam Healthcare’s core expertise lies in injection
moulding and high speed automated assembly
in compliance with Good Manufacturing Practice.

This section provides a review of our
sustainability performance in 2011.
It explains our approach to and progress
in this area, and details our commitments,
measures and targets going forward.
44 products
47 operations
49 people
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44 Rexam annual report 2011 directors’ report
sustainability
We believe that running our business
sustainably is essential to near term success
and long term prosperity. Our Group vision
is to be the best global consumer packaging
company and this includes our actions in
and around sustainability, encompassing
products, operations and people.
Our customers look for partners who take
their corporate responsibilities seriously.
Our approach has been to identify realistic
goals that our customers can depend upon
as they seek to reduce the environmental
impacts of the products they commercialise
and to assure an ethical supply chain.
products: enhanced value
operations: efficient use of resources
people: engaged employees
Rexam remains an established member of the London Stock Exchange
FTSE4Good index, an international responsibility performance
benchmark. The index’s expectations mirror the way we believe
business should be conducted to deliver sustainable success
through environmental management, upholding human and labour
rights, ethical business practices and supply chain labour standards.
Line management responsibility for sustainability sits in the
Group’s executive leadership team, and at the start of 2012 we
appointed a director of group sustainability within the corporate
affairs function.
Following earlier work to determine the main issues relevant to us
and our stakeholders, in 2011 we further developed our
sustainability framework, built around our 12 specific commitments
on products, operations and people, identifying the most
appropriate quantifiable measures and objectives for these
commitments and agreeing stretching targets for each measure.
products: enhanced value
Primary packaging is designed to prevent waste and to get
customers’ products efficiently and safely into consumers’ hands.
It is an essential component of a modern and sustainable society,
where consumers place a high priority on convenience.
By its very nature, however, packaging is highly visible and in a
world of scarce resources it is something that can attract negative
attention from some consumers, media and environmentalists.
Rexam is aware of the need to review and optimise the
environmental performance of its packaging with respect to all
relevant life cycle stages. But this analysis of environmental impacts
must include the effects of product losses that might result from the
use of too little packaging as well as that of using too much.
Working across the complete supply chain, finding the balance
between under‑packaging and over‑packaging, is at the heart of
our approach and is the key to ensuring packaging continues to
make a positive contribution to a sustainable society.
The availability of raw materials is vital to Rexam’s future and we
are taking more ownership for their sustainability. The strategy for
our different raw materials is similar in terms of conservation and
efficiency but is different in terms of end of life recycling/recovery
or substitution.
Beverage cans are made entirely from metal, principally aluminium
and some steel. Both materials are permanent, ie the metal is both
fully recoverable and recyclable as an infinitely reusable material.
Independent life cycle studies confirm that promoting and supporting
an increase in recycling rates is the most valuable contribution to
sustainability that beverage can manufacturers can make.

For plastics, we recognise that fossil fuels are a finite resource and
we design for recycling and use recycled products as raw materials
wherever feasible. As plastic has a high energy content, and its
CO2 emissions are some 25% less than coal, we also support
the use of energy recovery from waste as a means to providing
an environmentally beneficial solution to managing plastic
packaging waste.
we will promote and support the most relevant recycling
and value recovery system for our products
Across our beverage can sectors our vision is to keep the metal
in a closed material loop: our aim is for zero cans ending up in
landfill following consumers’ use of the product. This makes good
economic sense due to the high value of the materials, more than
covering the cost of their collection, as well as environmental sense
with up to 95% of the energy needed for primary production
saved. As metal can be continually reused, every tonne of recycled
material offsets the need to use a tonne of virgin raw material.
Many countries in which we operate have well established
recycling infrastructures that function efficiently. In those markets
that require long term support to establish and enhance collection
mechanisms and build a recycling culture with consumers we are
committed to providing this support.
the consumer goods forum
In 2011 the Consumer Goods Forum released the Global
Protocol on Packaging Sustainability to enable the consumer
goods industry to better assess the relative sustainability of
packaging. This endorsed the Innventia AB model which shows
that the environmental consequences of product losses caused
by excessive packaging reduction are far greater than
guaranteeing adequate protection through an incremental
excess of packaging.
Negative
environmental
impact
Under-packaging
Over-packaging
Minimum
material
Optimum pack design
Minimum
environmental
impact
Increasing packaging
material weight or volume
1 Derived from ‘Environmental Impact of Packaging: Performance in the
Household’ report by Dr Jan Kooijman, Food Technology Consulting.
source: source: The The Consumer Consumer Goods Goods Forum
Forum
‘In 2011, we reduced our total carbon intensity per
kilogramme of raw material converted by 3.5% to
0.83 CO2 equivalent (2010: 0.86 CO2 equivalent)
underpinned by further reductions in our electricity
and gas consumption.’
Graham Chipchase chief executive
The Every Can Counts (ECC) programme, which Rexam funds and
helps manage, has continued to expand in Europe. Its goal is to
encourage the recycling of beverage cans used outside the home,
in the workplace and on the go. For example, in 2011, 10 UK music
festivals actively supported ECC with over 1,000,000 cans
recycled after c 500,000 young people participated. ECC now
operates in four countries with low recycling rates and further
expansion is planned for 2012.
As detailed on page 51, our businesses in Europe, North and
South America cooperated with local organisations and charities
to promote recycling within their sites’ local communities.
In Plastic Packaging we have initiated a taskforce to create
an eco design scorecard that recognises the importance of
recyclability and the use of recycled materials. Any new product
that we introduce in the future will be measured against this
scorecard in order to determine its sustainability credentials.
key measures and targets
The key measures for this commitment are the average can
recycling rates in our major markets and, going forward, how
our new plastic packaging products measure up against our
eco design scorecard.
Recycling rates for beverage cans vary across countries, due to
different operating environments, culture and lifestyles. We report
these together with the targets set by industry associations of which
we are a member.
Beverage
can average
recycling
rates (%)
2015 targets 2010 2009 2008 2007
Europe 75 n/a1 68 68 66
USA 63 58 57 54 54
Brazil 98 98 98 91 96
1 European 2010 recycling rates will be published mid 2012.
We intend to incorporate the eco design scorecard into the
new product development process within Healthcare and to
have 100% of potential new products being evaluated by the
end of 2012.
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46 Rexam annual report 2011 directors’ report
sustainability
we will work with policymakers to ensure packaging
makes a positive contribution to sustainability
Rexam is an active member of various national and international
industry and research associations as well as trade bodies,
encompassing our beverage cans and plastic packaging
operations, who engage with policymakers on our behalf.
These often draw their membership from the whole supply
chain so that they have a cohesive constructive approach
to policy issues at national, regional and local levels.
2011 saw the launch of Metal Packaging Europe (MPE),
established by senior executives from the major aluminium, steel
and packaging converter companies. MPE brings together metal
packaging manufacturers, metal producers and their existing trade
associations to promote the unique strengths of metal packaging
to help address the social, environmental and policy challenges
faced by the industry.
In our beverage can business in Europe, we piloted a legislative
and environmental risk assessment and mitigation management
system. This ensures that policy issues impacting our business are
identified, their potential impact assessed and appropriate risk
mitigation strategies put into place. This highlighted a number of
policy risks which together with mitigation strategies were shared
with senior executives in the business as part of the overall risk
management process. We aim to expand this system across the
whole Group in 2012.
key measure and target
Our key measure is the percentage of mitigation plans in place
against identified risks with regard to legislative, regulatory and
environmental issues across all of our regions. Our target is 100%.
metal is forever
Metal offers infinite recycling
possibilities while preserving
virgin metal qualities and
providing unlimited availability
for future generations.
source: Metal Packaging Europe
we will engage with our customers and the supply chain
to minimise the environmental impact of packaging and
packaged goods
Packaging cannot be taken in isolation. The best way to achieve
lasting improvements in environmental performance is to engage
constructively with our customers and suppliers, seeking solutions
in a partnership approach although priorities may differ. This
provides opportunities for Rexam to take a leadership position
through the promotion and application of best practice across the
Group, whether in employee health and safety, lightweighting,
logistics efficiency or packaging optimisation.
Priorities for customers vary from how we treat our employees to
the delivery of lower carbon products where step changes in
materials and closed loop material cycles are sought. Many of our
customers work in partnership with us to progress their corporate
responsibility and sustainability objectives.
Part of our commitment to being a responsible and sustainable
organisation is our membership of the Carbon Disclosure Project
(CDP) as detailed on page 48. A large proportion of the
greenhouse gas emissions related to our packaging comes from
the raw materials we convert. In 2011, we asked our key suppliers
to participate in the CDP to give us an understanding of our
combined carbon footprint and also to understand where,
together, we can make improvements and drive out cost.
During the second half of 2011 Rexam engaged with a third party
to audit our European businesses required to comply with REACH.
A subsequent best practice road map was developed for review
and implementation through 2012.
key measures and targets
From 2012, we will report the customer feedback survey results
from sustainability professionals within our client base. We aim
to achieve a consistently ‘good’ score (ie above 7/10).
In 2011, 50% of our major suppliers signed up to the CDP, and our
target is to increase our supplier response rate to 80% by 2015.

we will meet long term environmental and regulatory
trends with innovative new products
Innovation is critical to our success both commercially and in
terms of underpinning our long term prosperity.
In 2011 we introduced a Global Innovation Council to promote
innovation ideas relating to our products and processes across the
Group’s beverage cans operations. This increased focus and firm
process for sharing ideas will drive future product and process
development. In Plastic Packaging, we launched various new
products, including the PanacheTM spray mechanism, the R shaped
lipstick case and the AdvanciaTM nasal spray.
We continue to research and evaluate the viability of non fossil resins.
key measure
During 2011, on a statutory accounting basis, we invested £17m in
R&D in continuing operations. This includes design, construction
and testing of preproduction protoypes, models and processes.
Our operations also invested in related new product and process
initiatives which are not reported in this statutory figure. In 2010 we
invested £19m (including £3m in discontinued operations). Going
forward, we shall continue to ensure that our total investment in
R&D remains appropriate to ensure our long term future.
operations: efficient use of resources
Rexam has a good record of increasing material efficiency and
reducing energy consumption. In 2011, we demonstrated our high
standards of operational excellence by nominating several
exemplar plants to be externally verified against the Shingo
assessment, an internationally recognised evaluation of world
class operational excellence. One plant was awarded the
renowned Shingo Prize (see page 23). Underpinning this external
verification, we have an established internal process measuring
lean enterprise progress, with an internal award system of Bronze,
Silver, Gold and Beyond Gold. Ongoing training in lean tools is
well established and integrated into all levels of our plant operating
structure. In 2011, 70% of our plants (2010: 50%) achieved Gold
or Beyond Gold.
we will improve our material efficiency
We believe that by continuing to share operational best practice,
and applying six sigma and other continuous improvement
methods across the Group, we will be able to achieve Rexam’s
vision of best performance both in terms of our financial results
and our environmental record.
This year we have continued to improve on our raw material
efficiency by cutting the tonnes of raw material per tonne of
production to 1.14 (2010: 1.15).
The beverage can is infinitely recyclable and our raw material
includes metal that has been reprocessed many times over.
We have been committed to driving further reductions in terms
of the amount of metal used per can this year, and our persistence
has paid off. We pride ourselves on bringing innovative products
to market, and this year we began to adopt a new lightweight
innovation in Healthcare
Novelia TM is the unique preservative free multidose eye drop
system designed by Rexam. Compared with traditional unit
dose solutions, it also significantly reduces the amount of plastic
required, reduces drug wastage by over 90% and also reduces
volume by nearly 90% due to its space efficient design.
90%
supporting beverage customers
in Brazil
We enhanced a customer’s range of 11 juice drinks by printing
fruit images with high quality definition inks which dramatically
increase consumer attractiveness of the brand.
We used tactile inks to help relaunch a major beer brand with
a unique touch effect. This can was recently highlighted in
a case study by a packaging magazine in Brazil.
can end technology which uses 10% less metal compared with
the standard beverage can ends. Across our can making business
our global lightweighting programmes in 2011 resulted in a metal
saving of 10,000 tonnes vs 2010.
Our plastic packaging operations maintained their strong
performance on material efficiency. We also promote actively
the recycling of plastic waste.
key measures
The key measures to monitor our improved material efficiency
are the conversion efficiencies across the Group and the total
annual lightweighting savings for beverage cans. In line with
one of our four core values, we target continuous improvement
in material efficiency.
2011 2010 2009
Tonnes of raw Group 1.14 1.15 1.24
material per
tonne of
Beverage Cans 1.16 1.17 1.30
production
Lightweighting
Plastic Packaging 1.07 1.07 1.08
savings (‘000 tonnes) Beverage Cans 10.0 11.7 12.0
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48 Rexam annual report 2011 directors’ report
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road to rail
Our North American beverage can business is spearheading
a new intermodal freight system that prioritises trains over trucks.
In 2011, nearly 1,500 truck loads were moved to rail, representing
a 1,700 tonnes saving of CO2.
1,700 tonnes
we will improve our carbon efficiency and reduce the
energy and water we use
We use resources every day, whether it is electricity, natural gas
or water to make our products or fuel to transport them to customers
(sea, road, rail). With this frequent consumption Rexam is extremely
conscious of, and committed to, reducing usage.
By focusing on energy consumption reduction and more efficient
supply chain management, we reduced our total CO2 footprint
to 1.00m equivalent tonnes (2010: 1.06m equivalent tonnes).
We are members of the CDP, an international reference
organisation dedicated to reducing industry’s carbon impact
on the environment, and we provided energy consumption and
management data for the 2011 survey (which is the full year
information for 2010).
In 2011, we set up a project to establish a comprehensive carbon
management system, including emissions which cover indirect
emissions from sources not directly controlled by the organisation.
In the UK, we are registered with two energy/CO2 schemes: the
Climate Change Agreement (CCA) to ensure our compliance with
the Climate Change Levy; and the CRC Energy Efficiency Scheme
which will seek to capture energy usage from non CCA sites. The
majority of our energy usage in the UK is covered by the
longstanding CCA at our UK manufacturing sites and we continue
to comply with the requirements of this scheme.
Although we do not use a large amount of water in our operations,
we recognise the value of this increasingly scarce resource which is
becoming more central to the sustainability strategies of many of
our beverage customers. In our beverage can plants, we reuse the
water needed for washing the cans during the manufacturing
process via closed loop recovery systems. In our plastic packaging
businesses, the water needed for the manufacturing process is
almost negligible.
In 2011 we provided water consumption and management data for
the CDP (Water) survey.
key measures and targets
The key measures we use to monitor our performance in reducing
our use of energy and water, and in improving our carbon
efficiency, are our consumption of resources and carbon intensity
normalised against production.
For Beverage Cans, we measure the reduction in energy used per
tonne of production. In 2011, we achieved a 3% reduction versus
2010. Our target is to achieve a total reduction of 10% in the
period between 2010 and 2013.
In Plastic Packaging, the amount of energy used per tonne of
production increased by 2% in 2011 driven by lower overall
production volumes. Our target is to achieve a total reduction of
8% in the period between 2010 and 2013.
With regard to our carbon efficiency, we are targeting a reduction
in carbon intensity per kilogramme of raw material converted of
10% between 2010 and 2013.
MWh of gas/electricity
used per tonne of can
production
MWh of gas/electricity
used per tonne of plastic
production1 Total Group carbon
intensity (kg carbon per
kg of raw material
converted) 1
1 Excludes discontinued operations
2013 targets 2011 2010 2009
–10%
(vs 2010) 2.72 2.80 3.30
–8%
(vs 2010) 2.92 2.85 3.12
–10%
(vs 2010) 0.83 0.86 0.91
In 2012, we will establish the baseline for our water consumption
and then develop targets going forward.
reducing waste in Austria
Our two beverage can plants in Austria have installed a new
filtration system that avoids the creation of filter cake, our
largest waste stream by weight, and which normally goes to
landfill. In 2011 this innovative process avoided approximately
500 tonnes of filter cake waste and prevented the use of
48 tonnes of waste water chemicals.
500 tonnes

we will reduce our waste to landfill
We use lean six sigma tools to drive out waste from our
manufacturing processes. A specific KPI based on the reduction
of waste to landfill is being implemented across the Group to
ensure we are sharing strategies to reduce this towards zero.
In Beverage Cans, the single largest component of our waste to
landfill is a side product from the manufacturing process called
filter cake. There are a number of different approaches depending
on local conditions. In some locations we are able to eliminate filter
cake (see page 48) whereas in others we are diverting this waste
from landfill to an alternative use. An internal project team is
working to roll out the appropriate solutions across the business.
key measure and target
In the short term, we aim to establish a consistent measure of waste
to landfill at all our sites with the immediate objective of reducing
further waste to landfill. Our long term objective is to achieve zero
waste to landfill.
we will improve the environmental performance
of our sites
All our sites have robust Environmental Management Systems (EMS)
in place, and we encourage external verification where appropriate.
Even when external verification is not sought, we adopt EMS, which
are internally verified, that include key elements of ISO 14001.
In 2011, 100% of our 83 plants were verified against ISO 14001
or equivalent standard (2010: 58%/48 plants).
We target zero significant uncontrolled or abnormal releases,
and delivered this again in 2011.
In addition to our focus on improving the environmental
performance of our manufacturing plants, we are also acting
to reduce the environmental impact of our office sites. In 2011,
our North American beverage can headquarters moved into
new offices which we designed and refurbished to exacting
environmental standards. This office has received Leadership in
Energy and Environmental Design (LEED) status, which certifies
that the construction of the new space was completed within
a recommended framework of leading environmental‑friendly
design, construction, operations and maintenance solutions.
key measures and targets
Our measures for Rexam sites’ environmental performance are
the amount of uncontrolled or abnormal releases we have, what
percentage of our plants are ISO 14001 certified (or equivalent),
as well how many of our regional/Group offices are
environmentally accredited.
Our long term targets are to continue having zero uncontrolled or
abnormal releases, to continue to have 100% of our plants ISO
14001 certified (or equivalent) and for 100% of our regional/Group
offices to be environmentally accredited.
people: engaged employees
We realise that we can only achieve our vision to be the best global
consumer packaging company with committed, engaged and well
supported employees. We base our approach to, and expectation
of, our employees around our four Rexam values of continuous
improvement, recognition, teamwork and trust.
We are committed to ensuring our employees work in a safe, fair
and enjoyable environment. We also encourage our people to be
active members of their local communities. Furthermore, we believe
investing in our people: providing the resources, environment and
opportunity for them to develop their skills and capabilities is
integral to our vision.
we will make sure our people work in a safe and
healthy environment
Rexam is dedicated to implementing world‑class environmental,
health and safety processes and culture across the Company.
In 2011, our health and safety performance showed continued
improvement with a 7% reduction in Lost Time Accident Rates
(LTAR) 1 compared with 2010. In excess of 70% of our sites did not
have a lost time accident in 2011. We believe in the importance of
continually engaging with our employees and for this reason our
Behaviour Based Safety (BBS) initiative continued into 2011.
We record all incidents relating to health and safety. Metrics such
as LTAR and Days Away Restricted Time allow us to investigate and
share best practice across the Group. We use the number of work
days and/or restricted time incidents to track the severity of injuries.
In 2011, we had 14 significant injuries (which exceed 30 lost or
restricted days), consisting of fractures, strains and cut injuries. We
also introduced a new environmental health and safety audit,
which over 40% of our sites have completed to date.
During the year, we established a central operational technical
standard to ensure a consistent approach to safe working
practices. We also created a global operational risk management
policy which will be launched in 2012. The policy covers fire safety
and property protection, site and travel security, business continuity
management and environmental health and safety. Each of these
is measured through proactive input and KPIs. We believe these
approaches to health and safety will drive benchmarking and best
practice sharing across the Group to achieve world class
operational risk status.
In 2011 we had no significant property loss incidents (2010: nil).
We support employees’ wellbeing by offering employee wellness
programmes (eg subsidised gym memberships, health checks or
exercise regimes).
1 LTAR is the number of lost time accidents times 200,000/total hours worked.
49
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50 Rexam annual report 2011 directors’ report
sustainability
key measures and targets
The key quantitative measures for this commitment are LTAR
and the percentage of sites offering some form of employee
wellness programme.
We target a 10% reduction per annum in LTAR with an ultimate
LTAR of zero and we aim to have 100% of our sites offering
employee wellness programmes by the end of 2012.
long term
targets
2012
targets 2011 2010 2009
LTAR
Sites offering an
employee wellness
Zero 0.25 0.28 0.30 0.63
programme (%) 100 85 75 n/a n/a
we will continue to build a winning organisation
Our employees are crucial to the delivery of Rexam’s goals. During
the year, we used the feedback from 2010’s global employee
engagement survey to implement a range of improvement actions.
With an 87% response rate and in depth focus groups conducted
subsequently, we were able to identify key areas of opportunity at
local, sector and global levels. Both our executive leadership team
and all sector leadership teams are committed to improving their
visibility, fostering trust in leadership, through personally visiting as
many plants as possible, and holding face to face meetings to build
on the dialogue with our employees.
Training and development was another key theme. The Rexam
Business School was launched globally in 2011, offering a range
of learning opportunities for our employees. Our course offering
is diverse, from half hour online courses (in a range of languages)
through to comprehensive residential courses which focus on
leadership and specific skill building. In 2011, we had around
620 employees participate in classroom courses and 592 learners
logged into CrossKnowledge, our online option. We also had over
110 registrations to our ‘Improve your English’ online programme.
Rexam recognises that communication is key to employee
understanding and engagement and we use a variety of tools and
channels. From newsletters and team briefings to intranet updates
and news bulletins, communication is thought of as a two way
process between management and employees.
12 months without a lost time accident
After a huge amount of commitment to engage and shape safe
behaviour, our entire South American beverage can operation
reached an unprecedented milestone during 2011– one year
without a lost time accident. This exceptional accomplishment
in safety was achieved through the introduction of various
innovative safety programmes and embedment of them with
the aid of various communication channels.
Our South American beverage can business explored new methods
of communication and invited employees to share comments,
praise or suggestions through an online ‘Open Channel’.
To strengthen everybody’s understanding of our leadership
practices and core values we have introduced a 360 degree
feedback tool for leaders across Rexam. The tool helps provide
a detailed overview of leaders’ strengths and areas of opportunity,
as well as self assessment and reflection. The 360 degree
feedback is now available in a range of different languages and
has been well received by the nearly 900 leaders who have
participated to date.
In 2010, with the implementation of a global SAP HR platform,
Rexam started a worldwide programme aimed at achieving
excellence in HR service delivery, based on improved people
processes and on an integrated HR information system platform.
The expected business benefits are providing consistent and timely
HR transactional services and generating greater employee
satisfaction with basic HR processes.
During 2011, a new global Manager Self Service Portal (MSSP) was
rolled out across the North America and Europe regions. This tool
provides line managers with direct access to information about his/
her team and enables them to carry out basic people management
activities directly via the web based portal.
The first activity facilitated through the MSSP was the 2011 salary/
merit review process, and Rexam line managers now receive
real‑time access to online organisation charts and employee
directory listings.
The Rexam European Forum is a joint employee representative and
management body created for the exchange of information and
dialogue concerning issues which may impact Rexam’s employees
within the European Economic Area.
Communication with employees is considered a key responsibility
for all managers, and employees are encouraged to participate
and give their views on any aspect of the Group’s business
including the annual and half year financial results and the
economic factors affecting the Group’s performance.
Rexam also has a well established employee share scheme to
promote share ownership.
key measures
The key measures for this commitment are sourced from the Group
employee engagement survey, which will be conducted around
every 18 months. The next survey is scheduled for early 2012.
We aim to continually improve these scores over time.
2011 2010
Employee engagement index favourable
score (%)
Values and leadership practices
n/a 62
favourable score (%) n/a 53

we will ensure our actions/interactions are guided
by fairness, respect, integrity and honesty
To achieve our vision it is critical that our employees behave with
integrity, fairness and honesty at all times.
We are committed to providing a work environment which is free
of discrimination and/or harassment on any level, whether based
on race, sex, disability or any other basis.
Rexam has equal opportunity policies ranging from selection and
recruitment to training and development to meet the needs of its
operations around the world. Disabled people are given full
consideration for employment and subsequent training (including,
if needed, retraining for alternative work where employees have
become disabled), career development and promotion on the basis
of their aptitudes and abilities.
Our Raise Your Concern (RYC) programme offers the opportunity
for employees to report anonymously any behaviour or activity
they believe is in contravention of the Code of Conduct (CoC)
and/or of any of our policies (see pages 66 and 67 for more
information on CoC and RYC).
key measures and targets
The key measures for this commitment are the percentage
of successfully completed CoC training modules and the
response rate to allegations made via RYC.
For CoC training, we target achievement of 100% completion
of training modules.
Regarding RYC response rates, historically we have consistently
achieved an initial response to the concern raised within five days,
however, going forward we are targeting an initial response within
four days.
we will encourage all teams to be constructive members
of our local communities
Rexam is a committed partner in the communities in which we
operate, and as part of this commitment many of our plants
and sites work closely with local charities and groups to make
a positive impact.
In January 2011, Rio de Janeiro suffered from a series of destructive
floods and mudslides. Our employees raised almost US$60,000
within 15 days, and we provided a lorry to help clear up and
reconstruct the area.
We also pride ourselves on being an ambassador for recycling,
dedicating a large amount of effort in promoting and encouraging
it. Our North American beverage can operations’ involvement in
the annual ‘America Recycles Day’ included a six week recycling
contest. They collected a total of 1,836 metric tonnes of aluminium
cans; this great result saw Rexam win first place for the fifth year in
a row. Our ‘Community Can Challenge’ was launched in 2011 and
involved 12 plants across nine European countries. It raised over
£15,000 for the plants’ chosen charities and helped promote
recycling and can collection. Over the 10 weeks, employees
collected nearly 400,000 cans (over 6.5 tonnes of metal), equating
to 58 tonnes of CO2. In Brazil, through Abralatas, we sponsored
and supported can collection activities during the Carnival season.
sources: Associação Brasileira dos Fabricantes de Latas de Alta
Reciclabilidade, Association of European Producers of Steel for Packaging,
Beverage Can Makers Europe, Can Manufacturers Institute, Consumer Goods
Forum, European Aluminium Association and Metal Packaging Europe.
The Rexam Academy is a leadership training programme that is
run by the Rexam Business School. Each year around 25 of our
employees are selected from across our global operations to
participate in this investment in our people. As part of the
programme, participants are involved in a leadership challenge,
and this year the group hosted a charity dinner for UNICEF’s East
Africa Children’s Crisis Appeal. Our employees also donated
money to the fund and our South American beverage can
operations carried out local fundraising. In total, the event raised
over £41,000 for UNICEF.
Rexam’s total charitable cash donations and community activities
(including in kind community and charitable support in the form
of time, facilities and products but excluding employees’ dedicated
fundraising such as the Academy dinner) during 2011 amounted to
some £497,000 (2010: £480,000).
cash donations
We increased charitable cash donations by the Group in 2011
to £458,000 as shown in the table (2010: £442,000):
2011 2010
UK £55,000 £52,000
Rest of World (excluding UK) £403,000 £390,000
The Group has not made any EU political donations during the
year and does not intend to do so in the future in respect of which
shareholder authority is required, or for which disclosure is
required under the Companies Act 2006.
key measure and target
We monitor how many of our sites are involved in some form of
community programme, and in the long term we are targeting that
100% of our sites will be involved in at least one local community
programme (2011: 59%).
community investment in
North America
Since 2010 our plastic packaging facility in Perrysburg,
Ohio has raised and donated more than US$5,000 and
volunteered over 150 hours in area classrooms for Junior
Achievement (JA). JA is an organisation that teaches the
economics of life through entrepreneurship, financial
literacy and work readiness education programmes to
more than 24,000 students annually.
150 hours
51
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52
directors’ report
governance
Cans are made from coils of aluminium or steel.
Over the past three years Rexam has saved
34,000 tonnes of metal through lightweighting.

We introduce our board and explain why a
strong sense of governance and compliance
is imperative in every area of our operations.
We give details of the Company’s
remuneration principles and policy which
complement the Group’s strategic vision.
54 directors and officers
56 corporate governance
69 remuneration report
81 other disclosures
53
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sustainability
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54 Rexam annual report 2011 directors’ report
directors and officers
chairman chairman designate
Sir Peter Ellwood (68)
appointed Chairman on 1 May 2008
(non executive director on 1 February
2008) and retiring on 22 February 2012.
committees Nomination (chairman).
strengths An experienced chairman
with an international business and
leadership focus.
previous business experience Chairman
of ICI PLC until its acquisition by Akzo
Nobel NV in 2008. Group chief
executive of Lloyds TSB Group plc.
other directorships Member of the
supervisory board of Akzo Nobel NV.
executive directors
Graham Chipchase (49)
chief executive
appointed 1 January 2010 as chief
executive. Joined the board as finance
director on 10 February 2003 and
was group director plastic packaging
from 2005.
committees Finance.
strengths Extensive financial and
operational knowledge, proven leadership
skills and a comprehensive understanding
of Rexam’s businesses and markets.
previous business experience Finance
director of GKN plc’s aerospace services
business and held various positions within
the European and US subsidiaries of
BOC Group plc. Operational experience
as group director of Rexam’s plastic
packaging business.
Stuart Chambers (55)
appointed 1 February 2012 as a
non executive director and chairman
designate to succeed Sir Peter Ellwood
on 23 February 2012.
committees Nomination.
strengths Extensive breadth of business
experience, including experience of
global business to business markets.
previous business experience Group
chief executive of NSG Group, the Tokyo
based global glass company, until 2009.
Chief executive of Pilkington PLC until its
acquisition by NSG Group in 2006.
Senior positions at Mars Inc. and a variety
of European roles at Royal Dutch Shell plc.
other directorships Non executive
director of Smiths Group plc, Tesco PLC
and The Manchester Airport Group PLC.
David Robbie (48)
finance director
appointed 3 October 2005.
committees Finance.
strengths Strong financial, accounting,
strategic and corporate finance
experience and skills.
previous business experience Chief
financial officer of Royal P&O Nedlloyd
NV and finance director of CMG plc.
other directorships Trustee of Aldeburgh
Music.
executive leadership team
Jon Atchue
human resources
André Balbi Cerviño
beverage can Americas
Graham Chipchase
chief executive
David Gibson
legal
Malcolm Harrison
plastic packaging
Claire Jenkins
corporate affairs
Iain Percival
enterprise risk
David Robbie
finance director
Tomas Sjölin
beverage can Europe & Asia

non executive directors
Noreen Doyle (62)
appointed 22 March 2006.
committees Finance (chairman), audit
and risk, nomination.
strengths A diverse business background
with experience and knowledge of
financial markets.
previous business experience Senior
operational positions at Bankers Trust
Company and at the European Bank for
Reconstruction & Development.
other directorships Non executive
director of Credit Suisse, Newmont
Mining Corporation and QinetiQ Group
PLC, and a member of the advisory
panels for the Macquarie European
Infrastructure Fund and the Macquarie
Renaissance Infrastructure Fund.
Leo Oosterveer (52)
appointed 1 September 2011.
committees Nomination.
strengths Strong operational leader with
global management experience and a
track record in marketing, sales and
strategy development gained both
in Europe and Asia.
business experience Leads the global
food service division of Unilever. From
2002 to 2006 chairman/CEO of
Unilever in Thailand and Indochina whose
operations are mainly focused on home
and personal care products.
John Langston (62)
appointed 30 October 2008. Became
the acting senior independent director on
24 November 2011.
committees Audit and risk (chairman),
finance, nomination, remuneration.
strengths A chartered accountant with
international, commercial and corporate
finance experience.
previous business experience Joined the
board of Smiths Group plc in 2000
holding operational roles until
appointment as finance director from
2006 to his retirement in May 2010.
A director of TI Group plc prior to
its acquisition by Smiths Group.
other directorships Non executive
director of Cross Match Technologies Inc.
Jean‑Pierre Rodier (64)
appointed 7 June 2006.
committees Remuneration (chairman),
audit and risk, nomination.
strengths Significant international
business experience and an extensive
knowledge of the packaging and
aluminium industries.
previous business experience Chairman
and chief executive of Pechiney until
Pechiney merged with Alcan in 2003.
Chief executive of Union Minière and
chairman and chief executive of
MetalEurop France.
other directorships Advisor to Corporate
Value Associates and an associate with
Mediobanca Banca di Credito Finanziario
until his resignation on 1 January 2011.
Wolfgang Meusburger (58)
appointed 1 December 2006.
committees Nomination, remuneration.
strengths Experience in the fast moving
consumer goods (FMCG) industry and an
in depth understanding of business
development.
previous business experience Held senior
international positions in the FMCG industry
and was chief executive of Tchibo until 2001.
other directorships Sits on the board of
several international FMCG companies
in Europe and an educational facility in
Switzerland. Chairman of Kägi Söhne AG
and Kaffee Partner GmbH, and of the non
executive board of Schoellershammer. Non
executive directorships include BS Group,
CCT Reig Group and Chiquita Fruit Bar.
company secretary
David Gibson (49)
changes to the board
Carl Symon, the non executive senior
independent director, retired from the
board on 23 November 2011.
Apart from the appointments of
Stuart Chambers and Leo Oosterveer
disclosed in this section, there were no
other changes to the board during 2011
and up until the date of this annual report.
55
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56 Rexam annual report 2011 directors’ report
corporate governance
good governance
During 2011 we focused on executing our
strategy to deliver value to our shareholders and
stakeholders. In doing so, we realise that it is
imperative that the Company promotes a strong
sense of meaningful and relevant governance in
each area of our operations. Our policies and
procedures ensure that the Company is directed
and guided to follow good governance practices.
We have an experienced board of directors
who are responsible to all our stakeholders for the
long term strategy and sustainable success of the
Company. During the year there were changes
to the board that were carefully considered to
ensure that the Company and its shareholders
benefit from a board with a depth of experience,
a diversity of influences, an independent
viewpoint and a varied skill set.
I am retiring as chairman of the board and this
will be my last report as chairman. With clear
objectives, strong management and talented
people, together with a board committed to
good governance practices, Rexam is in a
strong position for the future.
Sir Peter Ellwood
chairman
compliance
This corporate governance report has been prepared in
accordance with the UK Corporate Governance Code of June
2010 (the Code). The Code is published by the Financial Reporting
Council (FRC) and can be viewed on the www.frc.org.uk website.
This report, being part of the directors’ report which includes the
business review and the remuneration report, provides a summary
of the Group’s procedures for applying the principles of the Code
and the extent to which such principles have been applied. It is the
board’s view that throughout the period 1 January to 31 December
2011 the Company has complied with the Code.
leadership
the role of the board
The board’s primary role is to ensure the sustainable long term
success of the Group. This it does through the development, review
and implementation of the Group’s strategy and the leadership
of the executive directors to whom the board delegates the day to
day management of the business.
The role of the board is to:
• ensure the sustained long term success of the Group;
• ensure that the board’s obligations to its shareholders
are understood and met;
• ensure that the strategy takes into account the interests
of the Group’s customers, suppliers, employees and the
local communities in which Rexam operates;
• maintain control over the Group’s assets;
• monitor changes to the Group’s management and
control structures;
• develop robust corporate governance and risk
management practices and procedures; and
• establish high ethical standards of behaviour.
The Company operates through the board and its main board
committees, namely the audit and risk, the nomination and the
remuneration committees. The board also has a finance committee
which oversees the financial risk management strategy, policy and
treasury transactional matters delegated to it, and reviews and
approves major financial transactions on behalf of the board.
The board evaluates the membership of its individual board
committees on an annual basis and aims to ensure that its
principal committees have different non executive directors as
their chairman. The board committees are governed by terms
of reference which detail the matters delegated to the committee
and for which they have authority to make decisions. The terms
of reference for the main committees can be found on the
Rexam website.

schedule of matters reserved for the board
Board appointments and removals
The Group’s strategy, including the acquisition and disposal of businesses
Material financial decisions relating to equity, marketable securities, borrowing
facilities, guarantees or indemnities and changes in accounting policies
or practice
All capital expenditure projects over £10m or any capital expenditure project
which, regardless of the amount, does not meet the Group’s financial criteria
Changes to the Group’s management and control structures
Matters relating to the Company’s share listing
The appointment and removal of principal advisors and external auditors
The board does not routinely involve itself in day to day business
matters but there is a formal schedule of matters that require the
board’s specific approval, as well as those which can be delegated
to committees of the board or senior management. Matters referred
to the board are considered by the board as a whole and no one
individual has unrestricted powers of decision.
the main areas dealt with by the board during 2011
best
performance
customer
expectations
operational
excellence
winning
organisation
Strategy planning, implementation and monitoring
Strategy for each business sector and focus on emerging markets
Reports on the key issues affecting the business
Sale of the Closures business
Financial position of the Group and its performance against budget and forecast
Bank facility refinancing proposals
The Group’s budget for 2012 and long range plan to 2014
Reports on matters discussed at audit and risk committee meetings
Review of the effectiveness of the system of internal control
The Group’s full year and half year results
2010 final dividend and 2011 interim dividend
Annual general meeting
Reports on meetings with customers and suppliers
Major customer and supplier contracts
Research, development and innovation in relation to the strategic agenda
Board visit to a supplier operation in South America
board membership 2011 meetings 2011 1
Sir Peter Ellwood (chairman of the board) 9/9
Graham Chipchase 9/9
Noreen Doyle 9/9
John Langston 9/9
Wolfgang Meusburger 9/9
Leo Oosterveer (appointed 1 September 2011) 3/3
David Robbie 9/9
Jean‑Pierre Rodier 9/9
Carl Symon (retired 23 November 2011) 2 7/8
1 Number of scheduled meetings attended/maximum number of meetings that the
director could have attended.
2 Carl Symon was unable to attend one meeting of the board. He received the agenda
and the papers for that meeting and commented in advance of it.
Capital expenditure requests including new manufacturing start ups, additional lines and line conversions in Brazil,
Egypt, Finland, France and India
Rexam’s sustainability programmes (incorporating all aspects of corporate social responsibility)
The Group and business procedures and controls
The Group risk management process, risk tracking and mitigation
Presentations from business sectors
Legal compliance, code of conduct and anti bribery and corruption policies
Information management strategy
Health and safety matters
Reports on matters discussed at nomination committee and remuneration committee meetings
Appointment of a chairman designate and a non executive director
Board composition, diversity, development and succession planning
Effectiveness of the board following the board evaluation
Organisation and talent review
Employee engagement survey
Investor audit and feedback
Board meeting and plant visits with the South American beverage can and plastic packaging management teams
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58 Rexam annual report 2011 directors’ report
corporate governance
chairman and chief executive
The roles of the chairman and chief executive are separate with
each having clearly defined responsibilities. Nonetheless, they
retain a close working relationship to ensure the integrity of the
board’s decision making process and the successful delivery of
the Group’s strategy.
Sir Peter Ellwood was chairman of the Company throughout the
period 1 January to 31 December 2011. The chairman creates and
manages a constructive dialogue between the executive and non
executive directors. He works with the company secretary to ensure
that appropriate matters are discussed during board meetings.
The main duties of the chairman are to:
• lead the board;
• promote a culture of openness, challenge and debate;
• review the effectiveness of the board;
• ensure that the board has the appropriate balance of
skills and experience and to give consideration to
succession planning;
• ensure compliance with Group policies concerning the
conduct of the business;
• provide guidance to the executive directors and senior
management; and
• safeguard the interests of shareholders.
Sir Peter advised the board that he wished to retire from office
with effect from close of business on 22 February 2012. Stuart
Chambers was appointed as non executive director and chairman
designate on 1 February 2012, and will succeed Sir Peter as
chairman. The board considers that Stuart Chambers was
independent on his appointment as non executive director and
will be independent on his appointment as chairman.
Graham Chipchase’s primary objective as chief executive is
to enhance long term shareholder value.
The main duties of the chief executive are to:
• develop and manage the Group and its trading
performance within the authorities delegated by
the board;
• deliver the Group’s strategic plan;
• lead the executive management and ensure that
management has the appropriate balance of skills
and experience;
• oversee the Group’s performance in safety, health
and environmental matters;
• be the primary interface with shareholders; and
• promote high standards of ethical business conduct.
The written job specifications for the roles of chairman and chief
executive are reviewed annually by the nomination committee.
non executive directors
At the date of this report, Rexam has seven non executive directors,
including the chairman, whose role is to understand the business
and its markets, consider proposals on strategy and constructively
challenge the management. Collectively they hold or have held
senior positions in industry and contribute a wide range of
international experience and objective perspective to the board.
Through the board committees, the non executive directors bring
focus on governance and succession planning, internal controls,
risk management and remuneration policies.
Non executive directors serve the Company under letters of
appointment which are generally for an initial three year term.
On appointment, an undertaking is requested confirming that
the non executive director has sufficient time to fulfil his or her
role on the board.
Carl Symon, Rexam’s senior independent director, retired from
the board on 23 November 2011. Carl Symon had served on the
board since 2003 and, having successfully led and completed the
search for the new chairman, felt that this was an appropriate time
to step down from the board. The board approved the appointment
of John Langston as acting senior independent director with effect
from 24 November 2011 and until such time as the nomination
committee can consult with the new chairman of the board and
make a recommendation for a permanent appointment.
The senior independent director, when necessary, supports the
chairman and the other non executive directors on Company
related matters. He is available to talk to shareholders if they have
any issues or concerns or if there are any unresolved matters that
shareholders believe should be brought to his attention. There is a
written job specification for this role and it is reviewed annually by
the nomination committee.
The non executive directors met several times during the year
with the chairman to discuss, on a less formal basis, the Group’s
performance, governance, strategy and succession planning.
The executive directors were not in attendance at these meetings.
directors’ indemnities and insurance cover
The Company granted indemnities to Leo Oosterveer and Stuart
Chambers on their appointments to the board in 2011 and 2012
respectively. The indemnities relate to certain losses and liabilities
which they may incur in the course of their duties and are in force
as at the date of this report. Insurance cover also remains in place
to protect all directors and senior management in the event of
a claim being brought against them in their capacity as directors
or officers of the Company and its subsidiaries. Similar indemnities
will be offered to other directors.

length of service of non executive directors as at
22 February 2012
effectiveness
● 0–2 years 2
● 3–4 years 2
● 5–6 years 3
composition of the board
Rexam has a board of directors with international business
backgrounds and a range of diverse skills, experience and
nationalities. This diversity is invaluable in challenging and
developing the Group’s strategy and enables the board to govern
effectively a global business. The board works as a team but
independence of thought and approach as well as constructive
debate is encouraged.
Throughout 2011 and up to the date of this annual report the
Company had a majority of independent non executive directors
on the board.
The board is aware of the other commitments of the directors and
considers that these commitments do not conflict with their non
executive duties as directors of the Company. A biography of each
member of the board, including details of their business experience
and other directorships, is given on pages 54 and 55.
appointments to the board
The appointment and replacement of directors is governed
by the Company’s articles of association, which may only
be amended with shareholders’ approval in accordance with
relevant legislation. Recommendations for appointments to the
board are the responsibility of the nomination committee which
acts in accordance with its terms of reference and the articles
of association.
board balance as at 22 February 2012
● 7 non executive directors
including the chairman
● 2 executive directors
the nomination committee
All of the members of this committee are independent
non executive directors.
committee membership 2011 meetings 2011 1
Sir Peter Ellwood (committee chairman) 2 6/6
Noreen Doyle 3 5/6
John Langston 6/6
Wolfgang Meusburger 6/6
Leo Oosterveer (appointed 6 December 2011) 4 –
Jean‑Pierre Rodier 6/6
Carl Symon (retired 23 November 2011) 5/5
1 Number of scheduled meetings attended/maximum number of meetings that the
director could have attended.
2 Sir Peter Ellwood will retire as committee chairman on 22 February 2012.
Stuart Chambers was appointed as a member of the committee on 20 February 2012
and will succeed Sir Peter as committee chairman with effect from 23 February 2012.
3 Noreen Doyle was unable to attend one meeting of the committee. She received the
agenda and the papers for that meeting and was able to comment in advance of it.
4 No meetings were held in 2011 after Leo Oosterveer’s appointment date.
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60 Rexam annual report 2011 directors’ report
corporate governance
The main responsibilities of the committee are to:
• review the structure, size and composition of the board
(including the skills, knowledge, experience and diversity,
including gender diversity);
• give full consideration to succession planning and ensure
that processes and planning are in place with regard
to both the board and senior executive appointments;
• identify and consider candidates on merit against
objective criteria and to make recommendations to
the board on appointments to the board and board
committees, and on the appointment of the company
secretary;
• assess the time needed to fulfil the roles of chairman,
senior independent director and non executive directors;
• keep up to date about strategic issues and commercial
changes affecting the Company and its markets; and
• assist the chairman with the annual board performance
evaluation process to assess the overall performance
and effectiveness of the board and each board
committee, and the individual performance
of directors.
The performance and effectiveness of the committee are reviewed
as part of the main performance evaluation of the board and all
its committees.
All board appointments are conducted through a formal, rigorous
and transparent procedure between the nomination committee
and the board. The committee identifies through the management
review process any internal people whose skills, experience and
contribution to the Group would add value to the board. The
committee also works alongside executive recruitment consultants
to evaluate and consider prospective external candidates and
review internal candidates. Following an evaluation of candidates,
the committee meets with prospective candidates who are then
considered and, if appropriate, recommendations are made to the
board for approval.
During 2011 the committee identified the requirement to appoint
a new non executive director and, on Sir Peter Ellwood’s intended
retirement, a new chairman. The processes leading to the
appointments of Leo Oosterveer and Stuart Chambers were
conducted through external recruitment consultants who adhere
to a voluntary code of conduct to ensure that at least 30% of
the candidates on their initial list of candidates are women
(the Voluntary Code of Conduct). The committee considered the
candidates against the board’s requirements and recommendations
for the appointment of Leo Oosterveer and Stuart Chambers were
made to the board for approval.
Lord Davies’ February 2011 report into ‘Women on Boards’ and
the amendments to the Code subsequently proposed by the FRC
have highlighted the importance of effective diversity policies in
companies. The Rexam board is aware of the benefits of all forms
of diversity, including gender diversity, when seeking new
candidates for the board. It is the board’s aspiration that by 2015
at least 25% of the board will be women. Diversity is one of the
important factors in the specification given by the committee to
recruitment consultants when appointing new directors and the
committee ensures that, with the assistance of executive recruitment
consultants who adhere to the Voluntary Code of Conduct, it has
visibility of a range of suitable candidates, including women.
The Group’s gender balance in senior management roles is
currently 86% male and 14% female and, throughout the Group,
76% male and 24% female. The board reviews how diversity, in all
forms, can be enhanced through the senior management team and
across the Group with the overriding objective that the most
appropriate candidates are employed and the most effective
employees are retained and promoted.
succession planning
The board’s responsibility for succession planning means that it is
actively involved in the Group’s talent processes to identify internal
candidates for promotion and develop senior managers to give
them every opportunity to progress their careers. During 2011, the
board discussed the current senior management positions within
the organisational structure and, led by the chief executive,
considered potential successors to meet the Group’s leadership
needs over time.
development, information and support
Formal board meetings are held during the year and the chairman
and the company secretary ensure that, prior to each meeting,
the directors receive accurate, clear and timely information
which helps them to discharge their duties. In the months with no
scheduled board meeting, the directors receive the prior month
and cumulative financial and operating information relating to
the Group and its businesses.
All newly appointed directors participate in an internal induction
programme that introduces the director to the Group and includes
visiting Group businesses. This programme is tailored to each
director’s needs, taking into account individual qualifications and
experience. If required, an overview of the role and responsibilities
of a director can be facilitated by an external consultant.
The company secretary gives guidance on board procedures
and corporate governance.

Leo Oosterveer joined the board as a non executive
director on 1 September 2011 and is participating in an
induction programme. Leo has met with functional heads
for an overview of the Group. He has participated in a
one to one external course on the role and responsibilities
of a director, and has discussed areas of governance
relevant to board membership with the company
secretary. Leo is scheduled to visit some of Rexam’s
manufacturing plants and meet with operational
management. Stuart Chambers, who joined the board as
chairman designate on 1 February 2012, has started an
induction programme and is meeting with functional
heads and representatives from the Group’s advisors prior
to commencing a tour of the Group’s businesses.
The chairman is responsible for and regularly reviews and agrees
with each director their training and development needs and
members of the committees receive specific updates on matters
that are relevant to their role. The chairman arranges for the board
to visit at least one of the Group’s business locations each year to
ensure that the directors’ knowledge and familiarity with the
Group’s businesses are updated and maintained.
During 2011, the board held a meeting at the South
American beverage can headquarters in Brazil and
visited the beverage can plant in Jacareí and the plastic
packaging plant in Jundiaí. The board also visited the
main aluminium supplier to the South American
beverage can business.
Members of the senior management team with responsibility for
the Group’s businesses and those with corporate and service centre
functional responsibilities make periodic presentations at board
meetings about their businesses, functions, performance, suppliers,
customers, markets and strategy.
The company secretary, who is appointed by the board, is
responsible for ensuring compliance with board procedures.
This includes taking minutes of the board meetings and the
recording of any concerns relating to the running of the Company
or proposed actions arising therefrom that are expressed by a
director in a board meeting. The company secretary is also
secretary to the audit and risk, nomination and remuneration
committees. Under the direction of the chairman, he is responsible
for the communication of relevant information between the board,
its committees and the senior management team. He also advises
the board, through the chairman, on all governance and regulatory
compliance matters.
Should a director reasonably request independent professional
advice to carry out their duties, such advice is made available at
the Company’s expense.
board performance evaluation
All directors, including the chairman, receive a formal performance
evaluation to which all other members of the board have the
opportunity to contribute. The board’s 2010 performance evaluation
was led by an external independent consultant. In 2011 the annual
evaluations of the non executive directors, senior independent
director and chief executive were led by the chairman and
supported by the company secretary. In view of the announced
change in the chairmanship of the Company, a formal evaluation
of the chairman’s performance was not undertaken. The chief
executive led the evaluation of the finance director. The chairmen
of the respective committees reviewed the performance of their
own committees.
The chairman met with the non executive directors during 2011
to discuss the evaluation of the board and succession plans.
Achievement in 2011 of actions identified through the board performance
evaluation in 2010
strategic planning Focus on regular reporting to the
board on the progress of strategic
issues and actions
risk management Enterprise risk management function
provided regular updates to the board;
Finance director provided regular
updates to the board on key risks and
mitigation measures
financial and non
financial monitoring
talent management and
succession planning
New format of financial report;
Development and understanding
of the Group’s balanced scorecard
Chairman designate and non executive
director appointed in accordance with
succession plans;
Review of executive leadership team
board development Participation in board updates focusing
on gender diversity in the boardroom,
the UK Bribery Act and changes to the
Takeover Code
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62 Rexam annual report 2011 directors’ report
corporate governance
In 2011 each director completed a questionnaire scoring his or her
response to statements focusing on the areas identified below and
commenting more specifically as appropriate.
board performance evaluation 2011
Board structure Strategy
Board meetings and administration Customers and suppliers
Talent management and succession Financial and non financial
planning
Risk management
monitoring
The results of the 2011 board performance evaluation were
presented to the board. The evaluation focused on the effectiveness
of the board and its main committees.
The directors shared the view that, following this comprehensive
review, the board and its committees continue to operate
effectively. However, the board has agreed that during 2012
the following processes will be further developed and improved:
process 2012 actions following 2011 evaluation
strategic planning To further refine the strategic review
process
risk management To maintain a clear focus on risk
anticipation, risk management and crisis
management aligned to the challenges
of the global economic climate
non financial monitoring To progress non financial monitoring
and reporting through the Group’s
balanced scorecard
talent management and
succession planning
To continue to review and contribute
towards succession planning,
consideration of the talent pool and
people development
board development To further develop the way in which the
board works together as a unit
customers and suppliers To continue to develop knowledge
of and focus on the Group’s customers
and suppliers
A full performance evaluation of the board and its committees
will continue to be conducted annually and an independent
external assessment will take place at least every three years
as recommended by the Code.
election and re‑election of directors
The Company’s articles of association require that any director
appointed to the board since the date of the last annual general
meeting (AGM) should be proposed for election at the first AGM
after such appointment. Thereafter a director must be proposed
for re‑election at the third AGM following the AGM at which the
director was last elected or re‑elected. However, to promote
good governance and in accordance with the Code, the board
has recommended that all directors should submit themselves
for election or re‑election on an annual basis.
directors in office as at the date of this report to be proposed for election
or re‑election at the AGM 2012
Stuart Chambers non executive director and
chairman designate
Graham Chipchase chief executive
David Robbie finance director
Noreen Doyle non executive director
John Langston non executive director
Wolfgang Meusburger non executive director
Leo Oosterveer non executive director
Jean‑Pierre Rodier non executive director
Following a rigorous evaluation of the performance of each
director and on the recommendation of the nomination committee
the board is proposing that Stuart Chambers and Leo Oosterveer,
who were appointed non executive directors since the date of the
last AGM, stand for election and that the other directors named
above stand for re‑election at the AGM 2012.
The board considers that Stuart Chambers was independent on
appointment as a non executive director and chairman designate.
Stuart Chambers is being recommended for election as the board
believes that he has an extensive breadth of business experience,
especially within the business to business markets, and his global
expertise will be of benefit to the board’s deliberations.
Leo Oosterveer is considered by the board to be independent.
He is being recommended for election as the board believes that
his global management experience and skills in marketing, sales
and strategy development will be an asset to the Company.
Graham Chipchase is being recommended for re‑election as the
board believes his leadership and insight into the Group and its
markets will help to develop Rexam and create shareholder value.
David Robbie is being recommended for re‑election as the board
believes his strong financial and corporate finance experience and
his financial and strategic skills are important to the board and to
the maintenance of tight financial controls.
Noreen Doyle, John Langston, Wolfgang Meusburger and
Jean‑Pierre Rodier are being recommended for re‑election as,
in the board’s view, they remain independent and, following
their formal performance evaluation, the chairman of the board
has confirmed that they continue to be effective and demonstrate
their commitment to the board. A biography of each member of
the board can be found on pages 54 and 55.

accountability
During 2011 the audit and risk committee focused
on a number of activities associated with and
complementary to its core internal financial
control responsibilities.
As well as reviewing the half year and full year
results, the committee carried out a detailed
assessment of the Group’s risk profile along with
the process and management of the Group’s
enterprise risk management function. It reviewed
the effectiveness of the external auditors and the
actions taken by internal audit following the
independent review of its effectiveness in 2010.
John Langston
audit and risk committee chairman
The board recognises its responsibility for ensuring the
implementation and maintenance of effective systems of risk
management and internal control, and presenting a balanced
and understandable assessment of the Group’s position and
prospects. The systems and controls in place include policies
and procedures which provide reasonable assurance that
transactions are recorded as necessary to facilitate the financial
reporting process and the preparation of consolidated financial
statements in accordance with International Financial Reporting
Standards (IFRS). Representatives of the businesses are required
to certify that their reported information gives a true and fair view
of the state of affairs of the business and its results for the year.
To discharge these duties and responsibilities the board works
closely with the audit and risk committee.
After taking account of the detailed work of the audit and risk
committee, the board confirms that it carried out a review of the
effectiveness of the system of internal control which operated
within the Group during 2011 and up to the date of this annual
report in accordance with the requirements of the revised Turnbull
Guidance on Internal Control published by the FRC. This review
covered the effectiveness of all internal controls, namely financial,
operational, compliance and risk management.
No significant failings or weaknesses were identified in the review
for 2011. The board is satisfied that, where areas for improvement
were identified, processes are in place to ensure that the necessary
action is taken and that progress is monitored. The board will
continue to carry out such reviews on an annual basis. Details
of the specific actions taken during 2011 to review the control
environment and continue to improve controls are set out in the
table under risk management and internal control in this section.
the audit and risk committee
The committee members comprise independent non executive
directors. John Langston is the chairman of the committee. As a
qualified chartered accountant and former finance director he is
well placed to provide the committee with the relevant financial
experience to enable it to carry out its responsibilities.
committee membership 2011 meetings 2011 1
John Langston (committee chairman) 4/4
Jean‑Pierre Rodier (appointed 6 December 2011) 2 –
Noreen Doyle 4/4
Carl Symon (retired 23 November 2011) 2 4/4
1 Number of scheduled meetings attended/maximum number of meetings that
the director could have attended.
2 No meetings were held in 2011 after Jean‑Pierre Rodier’s appointment date.
The committee membership comprised three independent non executive directors
at the date of each meeting.
The main responsibilities of the committee are to:
• oversee and review the financial and operational risks,
policies and management;
• assist the board in meeting its responsibilities by
ensuring an effective system of internal control and
compliance and accurate external financial reporting;
• assist the board in managing the relationship with the
Company’s external auditors, to review and monitor
their independence, and in particular the provision of
non audit services provided by them to the Group;
• keep under review the effectiveness of the process
for the identification, assessment, mitigation, reporting
and monitoring of risks facing the business; and
• approve the appointment of the director internal audit
and review and approve the annual programme of
internal audit assignments.
The committee meets at least four times a year. At the request of
the committee chairman, the chairman of the board, the chief
executive, the finance director, the group director enterprise
risk, the director group finance, the director internal audit and
the external auditors are invited to attend each meeting.
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64 Rexam annual report 2011 directors’ report
corporate governance
Should it be requested, the committee has access to independent
expert advice at the Company’s expense. The performance and
effectiveness of the committee are reviewed as part of the main
performance evaluation of the board and all its committees.
financial and business reporting
The audit and risk committee shares responsibility with the
board for reviewing in detail the annual report and half year
results announcement, which provide a clear assessment of the
performance and prospects of the Group through the business
model, strategy and a review of strategic risks and financial and
non financial performance. Also included in the annual report
is the external auditors’ report to the members providing an
independent view of the state of the Group’s affairs. The half
year results announcement includes the external auditors’ review
report to the Company.
Other published financial information is reviewed by the committee
for statutory and regulatory compliance and is submitted to the
board with a recommendation for approval.
risk management and internal control
The Group has well established risk management and internal control
systems. While all elements of risk cannot be eliminated, the
processes and systems aim to identify, assess, prioritise and, where
possible, mitigate the Group’s risks. Although no system can provide
absolute assurance against material misstatement or loss, the Group’s
systems are designed to provide the board with reasonable
assurance that assets are safeguarded, transactions are properly
authorised and recorded and that material errors and irregularities
are either prevented or detected within a timely period.
A separate enterprise risk function was established in 2010 led by
a senior executive who is a member of the executive leadership
team. The enterprise risk management function has brought an
increased focus and emphasis on global risk management,
providing leadership and co‑ordination across the Group’s business
and operational risk activities. Other responsibilities include health
and safety, environment, fire and property protection, security,
insurance, business continuity and crisis management.
key areas of the internal control framework activity in 2011
financial reporting The Group has a comprehensive system for reporting
financial results to the board. An annual budget and
strategic review are prepared for each business and
are consolidated for review by the board before being
formally adopted. During the year, monthly management
accounts, including cash flow and capital expenditure
reporting, are prepared with a comparison against
budget and prior year. Forecasts are revised in light of
this comparison and are also reviewed by the board.
delegated authority There are clearly defined lines of responsibility and
levels of authority in operation throughout the Group,
with specific matters reserved to the board. Businesses
are decentralised with operating autonomy and
financial responsibility delegated to corporate and
local management to the extent that they have approval
to operate within defined levels of authority and risk.
There is an ongoing process for identifying, assessing, mitigating,
reporting and monitoring the risks faced by the Group with a
formal audit and risk process (known as the ARC process) led by
the group director enterprise risk together with the finance director,
the director internal audit and other senior management
representatives. Meetings are held with businesses and functional
managers who present their risk registers, enabling discussion
of the risks identified, the management of those risks and the
mitigation measures as well as the effectiveness of the systems
of internal control. The process ensures that risks are not just the
product of a bottom up approach but are also examined from a top
down perspective and closely aligned with the Group’s strategy.
Through the risk council, chaired by the group director
enterprise risk, and comprising representatives from
each of the sectors and the director internal audit,
improvements to the ARC process were made during
2011 with an increased focus on risk mitigation actions.
The results of the ARC process are reported to the audit and risk
committee and provide an opportunity for the committee to discuss
and analyse the risks reported. In addition to reviewing the risks,
as presented by management, the committee also receives
presentations from the Group’s businesses or functional managers
to assess first hand the effectiveness of the process, and whether
the risks identified are being managed successfully, and to
challenge management on the mitigation measures in place.
The committee then reports its conclusions to the board for review.
Details of the key risks to which the Group is exposed and additional
information on risk processes and management are included in the
business review and can be found on pages 34 to 41.
The framework which the board has established to provide effective
internal control for both the Group and its associates and joint
ventures is supported by the key areas set out in the table below.
Regular reviews took place to ensure businesses
were performing in line with budget and strategy.
The chief executive and the finance director met
regularly with operational management to ensure
businesses were performing as expected and
reporting in accordance with the Group’s standards.
Following those meetings the chief executive and the
finance director reported back to the board. A new
financial report format was introduced for the board.
The Group authority levels and related financial limits,
which include information on those matters that are
specifically reserved for the board’s consideration,
were reviewed and updated.

procedures and controls There are formal written Group financial procedures
and controls in operation, including specific
procedures for treasury matters, capital investment
and the approval of significant contracts. Corporate
and local management are required to complete
bi‑annual representation letters formally confirming
that their businesses comply with the Group’s financial
reporting policies and other Group policies
and procedures.
internal audit The internal audit function monitors financial and
other risks faced throughout the Group and the
control systems in operation to manage those risks.
All significant internal audit findings are reported
to the audit and risk committee.
operational risk
management
Operational risk management, part of the enterprise
risk function, provides the leadership to develop and
monitor processes which identify, assess and manage
risks associated with health and safety, environment,
business continuity and crisis management, fire and
loss prevention, security and asset protection. Purpose
built audit programmes allow for businesses to be
evaluated against Rexam’s and external best practice
standards in these areas, and provide the basis for
continuous improvement action plans. In addition,
many Rexam businesses are accredited to external
internationally recognised standards. The function
also manages Rexam’s global insurance programme.
Periodic updates including any significant findings and
issues are reported to the audit and risk committee.
Group authority levels were updated.
Improvements were made to access and security
controls along with a detailed review of the
consistency of the Group’s computerised management
systems and controls operating around the Group.
A Group control framework is being developed which
will be rolled out across the Group in 2012 to ensure
that controls are operated consistently and in line with
best practice.
The online legal compliance training developed to
ensure employees’ familiarity and compliance with
the Code of Conduct was further extended to include
specific training on Financial Integrity, Combating
Bribery in Business and Competition and Anti Trust
Law, and was completed by all levels of senior
management.
The annual internal audit plan was produced from
an assessment of the risks following the ARC process
reviews and was presented to the audit and risk
committee for approval.
Meetings were held regularly between internal audit
management and the finance director, together
with business management, to review progress on
implementing audit recommendations and to ensure
any significant issues identified were addressed.
Updates on performance were provided to the audit
and risk committee by the director internal audit.
In 2011, following the independent effectiveness
review of internal audit, the director internal audit
presented to the audit and risk committee a road map
for the internal audit function. This addressed the
structure and the remit of internal audit to ensure it was
focused and delivering the necessary assurance to the
committee and management, and was operating in
line with best practice.
In line with the Rexam values a system of awards was
introduced to recognise businesses receiving high
scores based on the audits.
An enhanced global Environment, Health and Safety
(EHS) audit approach was developed to provide the
basis of challenge for a more sustainable and robust
improvement of EHS management systems and
performance at all sites. In addition we introduced a
high standard fire safety and property protection audit
supported and performed by AXA Matrix. Further
details can be found in the key risks section of this
annual report on page 40.
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66 Rexam annual report 2011 directors’ report
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internal audit
The internal audit function plans and undertakes audits of the
businesses to ensure that the controls operating in the businesses
conform with Group controls and procedures, and reviews the
effectiveness of the risk management process.
The director internal audit provides regular updates to the audit
and risk committee and reports on all significant audit findings.
He also has separate meetings with the chairman of the audit
and risk committee without any other member of management
being present.
In 2011 the committee reviewed and approved the annual internal
audit plan including the proposed audit approach, coverage and
allocation of resources. It also reviewed the results of the audits
undertaken, with particular emphasis on the recommendations
made and management’s response to the matters raised. A change
in the audit ratings used by internal audit in its reports to better
evaluate the control environment was also approved.
external auditors
The committee has primary responsibility for and advises the board
on the appointment, reappointment and the remuneration of the
Company’s external auditors. PricewaterhouseCoopers LLP (PwC)
have been the Company’s external auditors since 2003 with the
lead audit partner changing by rotation in 2008. During 2011, the
committee reviewed the effectiveness of the external auditors and
recommended to the board that a resolution to reappoint PwC be
proposed at the AGM 2012. A further review of PwC’s
effectiveness will be undertaken in 2012 following completion of
the 2011 year end audit. The committee will continue to keep under
review the independence and objectivity of the external auditors.
The external auditors attend all audit and risk committee meetings.
The committee chairman also has separate meetings with the
external auditors to discuss relevant matters.
The first meeting within the Group’s annual audit cycle is to
consider the nature and scope of the audit and to consider any
additional special reviews that may be necessary. Further meetings
are held prior to the approval of the half year and full year results
to consider, as relevant, the audit conclusions, the results of any
special reviews undertaken, the business risks facing the Group
and the reports from the ARC process meetings. The committee
reports its findings on the audit process and on the wider aspects
of internal control to the board.
Non audit services are provided by PwC to the Group only in
accordance with Rexam’s policy on the provision of non audit
services, which assesses the type of service to be provided and the
associated fees. Any request for non audit services above a fee
threshold of £25,000 is presented to the finance director for
approval prior to commencement of the work. The finance director
will, depending on the nature of and fee for the service, obtain the
prior authorisation of the chairman of the audit and risk committee.
This committee reviews the level of non audit fees to ensure that the
provision of non audit services does not impair PwC’s
independence or objectivity. Non audit fees in 2011 relate mainly
to assurance reporting on historic financial information required for
business disposals, assurance in relation to IT projects, including a
new treasury system, and global tax advisory services. The fees for
non audit services are disclosed in note 5 to the consolidated
financial statements. Other audit firms were engaged to provide
expatriate and specialist tax advisory services as well as to advise
on disposal transactions.
PwC are prohibited from providing services to the Group that
would be considered to jeopardise their independence, such as
financial systems design and implementation, actuarial services,
internal audit outsourcing services and investment services.
The policy on non audit services has been reviewed during 2011
to ensure it is in line with best practice.
directors’ conflicts of interest
The board has a formal system in place for directors to review
regularly their interests and to deal with situations where a director
reports any conflicts of interest. Any conflict situation reported to
the chairman and the company secretary is considered by the
board based on its particular facts. Any authorisations given to a
director who has a conflict situation are recorded in the board
minutes and in a register of directors’ conflicts which is reviewed
annually by the board. No conflict situations were reported to the
board during 2011 and up to the date of this annual report.
code of conduct
A worldwide Code of Conduct, which applies to all the Company’s
employees, has been approved by the board and provides a clear
statement for the benefit of stakeholders involved with or impacted
by Rexam’s activities. It is communicated through an induction
process for new employees, as part of the team briefings in the
Group’s businesses, and on the Group’s intranet and website.
The board is kept informed regarding the maintenance of the Code
of Conduct and any breaches of it. An online training system has
been introduced to ensure all management are aware of their
responsibilities and are in compliance with the Code of Conduct.
In addition, with the introduction of the UK Bribery Act, all policies
and procedures relating to bribery and corruption were reviewed
to ensure they are in line with best practice and that there
are adequate procedures to prevent bribery or corruption
taking place.

whistle blowing policy
Rexam has an open door policy on communication whereby
employees are encouraged to share concerns, raise issues,
provide ideas for improvement, with all levels of management
in the business. It is recognised, however, that there will be times
when an employee might be uncomfortable raising concerns
directly with local management and, in such cases, communication
with business and Group management is encouraged.
Rexam operates a whistle blowing policy which is supported
by an external confidential telephone helpline, available to all
employees for the raising of any concerns, including those of a
financial nature. The Raise Your Concern policy is highlighted in
team meetings to ensure the policy is understood and available
to all employees.
The Raise Your Concern telephone helpline has been beneficial as
an independent point of contact for employees where, if requested,
the anonymity of the employee is maintained. During 2011 there
were 41 concerns logged (2010: 45 concerns) raising matters,
in the majority of cases, related to human resource issues and
practices. All concerns reported are investigated at the earliest
opportunity by the director internal audit, in conjunction with the
company secretary and, if appropriate, by management of the
respective business. The director internal audit provides an update
on all calls received, and the actions taken to respond to and
resolve them, to Group management and the audit and risk
committee on a regular basis. Any significant concerns are
reported directly to the chairman of the audit and risk committee
as well as to Group management.
The committee reviews the whistle blowing policy and the Raise
Your Concern process annually.
In 2011 an external benchmark review was undertaken
of the nature and volume of calls received under Raise
Your Concern to ensure that the process was working
effectively and was comparable with the experience of
other organisations. The nature of the calls logged was
found to be broadly in line with benchmark data and the
committee was satisfied that concerns are investigated
thoroughly and that the callers receive appropriate
responses through the helpline.
going concern
The Group’s business activities, together with the factors likely
to affect its future development, performance and position are
set out in the business review on pages 10 to 41. The financial
position of the Group, its cash flows, liquidity position and
borrowing facilities are detailed in the financial review on pages
31 to 33. In addition, notes 24, 25 and 26 to the consolidated
financial statements include the Group’s objectives and policies
for managing its capital, its financial risk management objectives,
details of its financial instruments and hedging activities, and its
exposures to credit risk and liquidity risk.
The Group has considerable financial resources together with
established agreements with a number of key customers and
suppliers across different geographic areas and markets. The
financial resources include £2.6bn of debt facilities with the next
significant maturities due in March 2013 (£0.5bn) and June 2013
(£0.5bn). The directors believe that the Group is well placed to
manage its business despite the economic environment which
increases risks and uncertainties.
The directors, having made appropriate enquiries, are satisfied
that the Company and the Group have adequate resources
to continue in operational existence for the foreseeable future.
For this reason, they continue to adopt the going concern basis in
preparing the consolidated and Company financial statements.
remuneration
remuneration policy for directors
The remuneration committee is responsible for making
recommendations to the board on the Group’s remuneration
policy and setting the remuneration levels and specific packages
appropriate for the chairman and the executive directors
taking into account the Group’s annual salary negotiations.
The remuneration report is on pages 69 to 80 of this annual report.
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68 Rexam annual report 2011 directors’ report
corporate governance
shareholder relations
dialogue with shareholders
The board believes that it is a priority to communicate with
shareholders and uses various methods to reach as many
shareholders as possible. There are programmes for the chief
executive, finance director and the head of investor relations
to meet with the Company’s major institutional investors in the
UK, the US and Europe. Presentations are made on the operating
and financial performance of the Group, including corporate
governance related matters, and the Group’s longer term strategy.
The presentation slides shown to representatives of the investment
community following the announcement of the half and full year
results are available on the Company’s website, as is a live
webcast of the related results presentation. Roadshows are held
in the UK, the US and Europe following the announcement of the
half and full year results. Where it is not possible to meet face
to face, meetings are held by video or telephone conference.
The Company also hosts plant visits and annual seminars for
institutional shareholders and representatives of the investment
community. The seminars are webcast live and replays, together
with presentation slides, are available online.
During 2011 investors were invited to attend a seminar in
person or by telephone focusing on the global beverage
can market. The seminar was well attended and investors
commented that it had improved their understanding of
the beverage can industry and its growth drivers, as well
as Rexam’s position within the industry.
Institutional shareholders can request an opportunity to meet
with any of the executive and non executive directors. The non
executive directors have an opportunity to meet with shareholders
at the AGM and may attend analyst presentations made by the
chief executive and finance director. The board fully supports the
principle of the Code which seeks to encourage more active
interest and contribution from institutional shareholders.
The non executive directors are given regular updates as to the
views of institutional shareholders. After the investor meetings
held following the announcement of the half and full year results,
a summary report on investor responses is prepared for the board,
normally by the Company’s corporate brokers. The board also
commissions an annual presentation of major investors’ views on
Company management and performance, based on results of surveys
and extensive interviews. This survey also helps to plan the investor
relations programme for the following year.
annual general meeting
Communication with private shareholders is largely through the
AGM, which is held at a central London location. The notice of the
AGM is posted to shareholders with, if requested, the annual report
and any related papers at least 20 working days before the date of
the AGM to ensure that shareholders have sufficient time in which
to consider the items of business to be voted upon. The majority of
shareholders have elected to access the annual report and other
shareholder documents online via the Rexam website rather than
receiving a copy by post.
A presentation is made at the AGM to update shareholders on the
Group’s activities. Shareholders are given the opportunity to ask
questions of the board and the chairman of each board committee
during the AGM and to meet all the directors informally at the
AGM. Separate resolutions are proposed at the AGM on a poll for
each item of business and shareholders are asked to vote ‘for’,
‘against’ or ‘vote withheld’ on each resolution. Votes are counted
and an announcement confirming whether each resolution was
passed at the AGM is made through the London Stock Exchange
and can be viewed on the Rexam website, together with a
summary of the number of votes cast in respect of each resolution.
Rexam’s ADR investors receive details of the AGM and are entitled
to instruct the depositary, The Bank of New York Mellon, to vote
on the resolutions to be proposed at the AGM.
Shareholders can ask questions of the Company at any
time through the Rexam website or by contacting the
company secretary’s department at the Company’s
headquarters.

emuneration report
strategy and focus
Our focus has always been to define a
remuneration strategy that clearly aligns with
the Company’s business strategy and aims to
incentivise people to deliver sustainable long term
shareholder value.
The Company’s remuneration policy allocates a
significant proportion of executive compensation
to performance related remuneration which is
balanced between annual and long term incentives
which are linked to these objectives. A proportion
of the annual incentive for executive directors
is awarded in shares and thus, ultimately, their
future value is tied to the long term success of the
Company. Executive directors are also expected
to acquire and retain over time a significant
shareholding.
We have seen policies and practices evolve to
align the interests of senior management with those
of the shareholders. The remuneration committee
ensures that the objectives and targets set for
performance related compensation are stretching
and have an acceptable degree of risk. Success
over an annual period is judged against
achievement of operating profit and cash flow
generation targets and individual objectives. Over
the longer term, the performance is based on three
measures that reflect a balance between capital
returns and earnings growth through a mixture of
relative total shareholder return, return on capital
employed and earnings per share growth.
In reaching its decisions, the committee is very
sensitive to the fact that delivering sustainable
shareholder value requires all employees around
the world to be appropriately paid and rewarded.
Jean-Pierre Rodier
remuneration committee chairman
the remuneration committee
The members of the committee are independent non executive
directors.
committee membership 2011 meetings 2011 1
Jean-Pierre Rodier 2
(committee chairman from 6 December 2011) 4/4
Carl Symon 3
(retired 23 November 2011) 4/4
John Langston 4
(appointed 6 December 2011) –
Wolfgang Meusburger 4/4
1 Number of scheduled meetings attended/maximum number of meetings that the
director could have attended.
2 Jean-Pierre Rodier has been a member of the committee since July 2006.
3 Carl Symon retired from the committee and as committee chairman on
23 November 2011.
4 No meetings were held in 2011 after 6 December 2011.
The committee invites the chairman of the Company to attend its
meetings and normally also invites the chief executive and group
director human resources. The company secretary attends in his
capacity as secretary to the committee and as group general counsel.
None of the above attend the part of the meeting where their own
remuneration is being discussed. Other directors and senior
managers are invited to attend meetings where their expertise is
requested by the committee.
Kepler Associates were appointed by the Company and acted
as remuneration consultants to the committee and the Company.
Representatives from Kepler Associates have attended committee
meetings when requested to do so. The external advisors who
provided services to the committee during the year are detailed
below. In addition to their services to the committee, Aon Hewitt
and Mercer provide pension consultancy and retirement benefits
accounting advice to the Group, while Allen & Overy is the
Group’s principal UK legal advisor.
advisor services
Kepler Associates Executive remuneration advice and
provision of market data for salaries
and incentive programmes
Aon Hewitt Limited and Retirement benefits advice
Mercer Limited
Allen & Overy LLP Legal advice on cash and share
incentive schemes, employment
and retirement benefits matters
1 Addleshaw Goddard LLP advised on share incentive arrangements until August 2011.
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70 Rexam annual report 2011 directors’ report
remuneration report
role of the remuneration committee
The board has approved the terms of reference delegating certain
responsibilities to the committee. The terms of reference are
reviewed annually and are available on the Company’s website.
The main responsibilities of the committee are to:
• determine the ongoing appropriateness of the
remuneration principles and the remuneration and
benefits policy, including retirement benefits, for the
executive directors and band 1 executives who are
the Group’s most senior management;
• approve the terms and conditions for service contracts
for the executive directors and band 1 executives
including, when necessary, termination and
compensation payments, and to approve the individual
remuneration packages for the chairman of the
Company, the executive directors and band 1
executives;
• supervise the Group’s remuneration practices and
procedures;
• approve and recommend to the board the design of
any new executive or employee cash or share incentive
arrangements and, for existing cash or shares incentive
arrangements, annual awards and grants, the setting
of performance conditions and parameters and any
significant rule changes; and
• approve the achievement of any performance targets
for cash or share incentive arrangements.
The committee holds a strategy meeting once a year to review
market comparisons and discuss specifically the appropriateness
of the Company’s remuneration principles and the policy for the
following financial year.
The performance and effectiveness of the committee are reviewed
as part of the main performance evaluation of the board and all
its committees. The committee chairman discusses the results of the
evaluation with the committee and, where appropriate, areas for
improvement are identified.
remuneration principles, policy and package
The Group’s aim is to increase shareholder value. It is key that
the remuneration principles underpin this and that the committee
is focused on facilitating the achievement of the corporate
strategy through ensuring that achievement of the corporate
strategy is reinforced through appropriate performance and
management incentives.
Rewards are aligned with the Company’s performance so that
executive directors are incentivised to achieve demanding results
but within an appropriate risk profile for the Group.
The board believes that the remuneration principles and policy
should ensure that the Company is focused on the social, ethical,
environmental and governance issues that are relevant to the
business. The board and the committee aim to have processes
that reward all employees fairly according to their responsibilities,
their performance and market practice in their country of
employment. The committee is made aware of comparative
data relating to the pay and employment conditions for other
Group employees which is taken into consideration when the
remuneration package for executive directors and band 1
executives is being reviewed.
remuneration principles for the Group
To become an employer of choice by attracting, retaining and
motivating highly qualified and talented people and to provide
competitive remuneration to all employees appropriate to the
countries in which we are based
To create an integrated Group wide reward strategy, particularly
in the area of long term incentives, providing a balance between
annual and long term incentives and fixed and variable pay
To ensure that a significant portion of the remuneration package is
weighted towards variable, performance related pay to align the
interests of the executive directors with those of the shareholders
To promote a consistent, clear and transparent link between
business performance and shareholder value
To reward stretching and sustained financial and personal
performance focused on profitable growth, sustainable margins
and cash flow with an earnings opportunity in the upper quartile
of market comparative data
To ensure remuneration packages are market competitive
To reinforce the Rexam values and leadership practices
To provide transparency and simplicity in the reward strategy
The committee considers the remuneration principles in
determining the remuneration policy. To maintain a consistent
global approach to reward, the remuneration policy is
implemented not only for the executive directors, Graham
Chipchase and David Robbie, but also for the band 1 executives
who are charged with delivering long term shareholder value
and sustained business performance improvement.

Following the annual remuneration review in November 2011,
the committee concluded that the basis on which the remuneration
package is formulated remains relevant and that executive
directors’ remuneration remains appropriate and closely aligned
with the Company’s strategy. A summary of the main elements of
the remuneration package as they apply to executive directors is
shown below and further details are included in the respective
sections of this report.
remuneration policy 2011 and 2012
The focus of the remuneration policy is to set base salaries, benefits
and retirement benefits at or around the market median taking
account of the job description, experience and personal
performance, and reward exceptional achievement of stretching
financial and personal performance.
base Set at or around the market median
salary
annual
incentives
long term
incentives
clawback
policy
retirement
benefits
(UK)
90% of base salary at target and maximum bonus
opportunity of 180% of base salary with 25% of any
earned bonus to be deferred into Rexam shares
Performance conditions linked to compound annual
underlying earnings per share growth (33.3%), relative
total shareholder return (33.3%) and return on capital
employed growth (33.3%)
Provides for unvested shares or awards to be
forfeited in whole or in part in the event of conduct
detrimental to the Group or a material restatement
of the Group’s results
Career average revalued earnings defined benefit
plan for current executive directors
Executive directors appointed after 6 April 2011 will
be entitled to membership of a defined contribution
pension arrangement
Based on achievement of targets for the annual cash incentives
and the expected value of share awards vesting, the estimated
percentage value of an annual remuneration package is
illustrated below:
2012 annual remuneration package
Target/
expected value
Maximum
Graham Chipchase and David Robbie
32%
14% 27% 27%
18% 8% 33% 41%
0%
100%
● Salary ● Retirement benet ● Annual incentive ● LTIP
source: Kepler Associates
The value placed on performance related incentives is an estimate
of the expected value. It cannot be accurately quantified until
the extent to which performance targets are met is known and
the incentives crystallise. If the respective minimum performance
targets are not achieved, then the incentive has no value. If share
based incentives vest, the Company’s share price at the time
of the vesting of the awards determines the value of the
incentives received.
base salary
Salary reviews take effect in May each year and are based on
the personal performance of the individual as well as reference to
the market median for the position and experience of the executive
director. The base salary for executive directors takes account of
prevailing market and economic conditions and the levels of base
salary provided for the broader employee base. All benchmarking
data is reviewed carefully and in context and the committee does
not accept unquestioningly benchmarking data but considers other
relevant criteria when base salaries are reviewed.
base salary 2011 base salary 2010
Graham Chipchase £715,000 £675,000
David Robbie £440,000 £418,200
For 2012, salaries will be reviewed taking account of the
remuneration policy, benchmark data as referred to above
and the salary review parameters set for the Group as a whole.
The committee is also sensitive to the levels of the remuneration
packages of other employees within the Group. Rexam operates
in many countries and has an employee base with a diverse range
of skills. Employee remuneration packages are therefore determined
locally to meet local needs, while respecting Rexam’s values.
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72 Rexam annual report 2011 directors’ report
remuneration report
annual incentives
annual incentives for executive directors 2011
To incentivise management to achieve profitable growth and to
sustain the Group’s cash programme, the annual cash incentive
financial targets in 2011 depended upon the realisation of targets
for Group underlying profit before tax and free cash flow as well as
personal performance. At target, the annual incentive achievement
was 90% of base salary and the maximum incentive opportunity
was 180% of base salary for achieving demanding financial
targets and exceeding personal performance objectives. Personal
performance was measured against personal objectives and
Rexam specific leadership practices.
The executive directors will receive 25% of any annual incentive
awarded in 2012, in respect of 2011 annual incentives, as
a deferred award over Rexam shares, with no additional
performance conditions save that such shares must be held for
a period of not less than three years and are subject to clawback.
The policy relating to clawback is described in the long term
incentives section of this report.
annual incentive achievement for executive directors 2011
The financial targets for 2011 were achieved and resulted in
the executive directors being entitled to an annual incentive
equivalent to 100.7% of base salary. In addition, the committee
assessed the achievement by each executive director of their
personal performance objectives set at the beginning of 2011.
The total annual incentive entitlement approved by the committee,
including achievement of personal objectives, was 128.6% and
125.9% of base salary for Graham Chipchase and David Robbie
respectively. Executive directors will receive 75% of their annual
incentive as cash and 25% as a deferred award over Rexam
shares which will vest in three years.
performance conditions 2011 % of base salary 2011
target maximum actual
Underlying profit before tax 43.2 86.4 52.7
Free cash flow 28.8 57.6 48.0
Personal performance objectives 18.0 36.0 25.2–27.9
annual incentives for executive directors 2012
The performance conditions for 2012 continue to build on
achieving improved profit before tax and generating free cash
flow, together with achieving personal performance objectives.
The basis of performance measures for 2012, therefore, remains
unchanged to those in 2011. In its assessment of personal
performance, the committee will continue to ensure that there is an
appropriate balance between payments for personal performance
and the achievement of financial objectives. The target incentive
opportunity is 90% of base salary with an opportunity to achieve
180% of base salary for achieving demanding financial targets
and exceeding personal performance objectives.
The weighting of the performance targets for 2012 is shown below
and remains unchanged to those in 2011.
performance conditions 2012 % of base salary 2012
target maximum
Underlying profit before tax 43.2 86.4
Free cash flow 28.8 57.6
Personal performance objectives 18.0 36.0
Total 90.0 180.0
As in 2011, executive directors will receive in 2013, subject to
achievement of 2012 performance targets, 75% of their annual
incentive as cash and 25% as a deferred award over Rexam shares
which will vest in three years.
The band 1 executives participate in the annual incentive
arrangements on the same basis as the executive directors
but at a lower annual incentive opportunity and without any
deferral into shares.
long term incentives
Long Term Incentive Plan 2009 (2009 LTIP)
The 2009 LTIP is the primary long term incentive for executive
directors, band 1 executives and other senior management.
Awards to be granted in 2012
In 2012 the committee intends that individual awards to the
executive directors will be the same as in 2011 at 220% of base
salary. As in 2011, awards will be measured against improvement
in compound annual growth in underlying earnings per share,
relative total shareholder return, and return on capital employed.
performance measure award % reason for performance condition
Compound annual
growth in underlying
earnings per share
(EPS)
Return on capital
employed (ROCE)
Relative total
shareholder return
(TSR)
33.3 Business performance
A visible and recognised
indicator of the Company’s
financial returns
33.3 Business performance
Profitable use of assets
33.3 Shareholder value
An external, verifiable
measurement that provides
a robust and comparative
indicator of the Company’s
performance against other
companies listed in the FTSE
All three performance measures demonstrate the success of the
Company’s strategy. A combined EPS, ROCE and TSR approach
maximises alignment with shareholder interests and provides a
clear link between management action and sustained business
performance. The committee believes that the performance
targets closely align executive director compensation with the
Company’s strategy.

EPS performance will be measured by compound annual growth
in earnings per share adjusted to exclude retirement benefit
obligations net finance cost. For the awards to be granted in 2012,
the committee has targeted EPS growth performance in a range
between 3% pa and 12% pa (2011: 3% pa and 12% pa).
EPS performance
vesting of total award
subject to EPS %
Below minimum 3% pa None
Between minimum and maximum 8.3–33.3
Above maximum 12% pa 33.3
ROCE performance will be measured by averaging the annual return
on capital employed over the measurement period. The committee
has targeted ROCE performance in a range between 12% pa
and 16% pa for the 2012 awards (2011: 11% pa and 15% pa).
These targets reflect the commitment of the management to further
increase the ROCE of the Group.
ROCE performance
vesting of total award
subject to ROCE %
Below minimum 12% pa None
Between minimum and maximum 8.3–33.3
Above maximum 16% pa 33.3
Rexam’s TSR will be compared with the TSRs of a comparator group
comprising the largest 150 companies (excluding investment trusts)
by market capitalisation within the FTSE All Share index on
1 January 2012.
TSR performance percentile within comparator group
vesting of total award
subject to TSR %
Below median None
Between median and 25th 8.3–33.3
Above 25th 33.3
The 2012 awards will include a dividend equivalent whereby
executive directors will be entitled to receive in shares or cash the
dividends notionally paid during the measurement period on any
shares that vest.
The awards will also be granted subject to a clawback provision
whereby unvested shares or awards can be forfeited in whole or in
part in the event of conduct detrimental to the Group; specifically
conduct which results in material reputational damage, significant
financial loss or a restatement of results other than pursuant to a
change of the accounting rules.
Under the rules of the 2009 LTIP, awards granted under this plan
will vest to the extent that certain performance conditions have
been achieved over a three year measurement period. In certain
early leaver situations, the committee has discretion as to whether
awards can be exercised and, if so, to determine the achievement
of performance targets. Participants who leave the Group with a
right to retain their awards under the rules of the 2009 LTIP must
normally wait until the end of the measurement period. If the award
vests, the participant will receive an entitlement which will be time
apportioned for the period from the start of the performance
period to the date on which employment ended.
Similarly, on takeover or change of control of the Company, the
committee will determine vesting according to the achievement
of performance targets and time apportionment of the resulting
entitlement.
In 2012, band 1 executives will receive awards at a lower
percentage level of base salary but with the same performance
conditions and targets as the executive directors.
other share incentive schemes
The Company also operates the Savings Related Share Option
Scheme 2007 in the United Kingdom in which eligible executive
directors are permitted to participate.
dilution limits
During the year, the Company remained within the issued share
capital headroom limits as set out in the rules of its share incentive
arrangements for the issue of new shares.
headroom limits
5% in 10 years for discretionary
share option schemes
10% in 10 years for all share
option schemes
% of issued
share capital
as at 31.12.2011
% of issued
share capital
as at 31.12.2010
0.9 1.3
1.3 1.6
Awards granted under the 2009 LTIP will be settled by the Rexam
Employee Share Trust from shares it purchases in the market.
retirement benefits
Current executive directors employed in the UK are members
of the career average revalued earnings defined benefit Rexam
Pension Plan (the Plan). The maximum pensionable pay for
executive directors who are members of the Plan is their base
salary less an offset in accordance with the rules of the Plan.
Each year they individually earn a pension entitlement equal to
1/30th of their pensionable pay in that year which is then revalued
to age 60, which is their expected retirement age under the Plan.
Current executive directors are able to fully or partially opt out of
the Plan for accrual of their individual retirement pension and
receive a cash supplement instead. The value of this cash
supplement is 44% of any eligible base salary not pensioned
under the Plan. In the event of the death in service of a member
of the Plan, and if the member has dependants, an age related
amount of between 11 and 15 times salary is provided, with any
amount not paid as a lump sum to beneficiaries being converted
into dependants’ pensions.
The benefits provided to executive directors are set out in the rules
of the Plan and as such are valued and funded as part of the Plan’s
normal actuarial valuation cycle. Any surplus and deficit in respect
of executive directors are aggregated, and funded with that of all
other Plan members. Discretionary benefits for executive directors
are also dealt with in the same way as discretionary benefits for
other Plan members. There are no allowances for discretionary
increases in cash equivalent transfer value calculations. The
funding position of the Plan on an accounting basis is reported
in note 27 to the consolidated financial statements.
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74 Rexam annual report 2011 directors’ report
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With the agreement of the employer and the Plan Trustee, early
retirement benefits can be taken on cessation of employment after
attainment of age 55 with accrued benefits for executive directors
reduced by 3% pa before age 60. On retirement, a member
can elect to convert some of the pension into a tax free lump
sum payment and, accordingly, take a smaller monthly pension.
Pensions in payment are increased annually in line with the retail
prices index, subject to various minimum and maximum increases
(according to periods of service) as set out in the rules of the Plan.
Graham Chipchase and David Robbie are members of the Plan
and their retirement benefit arrangements are on the basis
summarised above. Each selected a pensionable salary for the
year which was below the maximum and received a salary
supplement on pension eligible basic salary. Details of their
entitlements and transfer values under the Plan during 2011 are
shown in the table on page 78 and their salary supplements are
shown in the table on page 77.
retirement benefits in 2012
Any new executive director appointment, who is not currently a
contributing member of the Plan, will be eligible to join a defined
contribution pension arrangement with a Company contribution
of 25% of base salary or alternatively elect for a cash supplement
equivalent to 22% of base salary. Death in service life cover of
4 times basic salary and a Group income replacement plan,
providing continuing income for two years at 50% of base salary
after short term sickness benefit expires, with a lump sum of 2 times
base salary payable on cessation of service if there is no return to
work, are also provided.
shareholding requirement
In order to forge a closer community of interest with shareholders,
executive directors are required to accumulate a shareholding over
time from shares acquired on the vesting of their share incentives.
The minimum shareholding requirement was increased with effect
from 1 January 2011. The committee has reviewed the share
ownership guidelines for the chief executive and the executive
directors and consider that the current minimum shareholding
requirement remains relevant.
executive
2011
shareholding requirement
number of shares
2010
shareholding requirement
number of shares
Chief executive 320,000 125,000
Executive directors 130,000 75,000
No shares have been acquired through the exercise of share
incentives as no share awards vested in the year. Each of the
executive directors can purchase ordinary shares where there
is an opportunity to do so. During 2011, David Robbie acquired
shares through the reinvestment of cash dividends.
The band 1 executives have a shareholding requirement of
50,000 shares.
The shareholdings of directors are shown on page 80.
share performance
The graphs below illustrate the Company’s share performance
in terms of total shareholder return compared with that of the
FTSE 100 index of which the Company is a constituent member.
This index has been selected as it is considered to be the most
appropriate broad equity market index against which the Group’s
performance should be measured as it provides a cross section of
other leading UK listed companies. The first graph shows the value
at each year end to 31 December 2011, on a total shareholder
return basis, of £100 invested in Rexam shares on 31 December
2006 compared with the value of £100 invested over the same
periods in the FTSE 100 share index.
The Rexam share price for the period preceding the rights issue
in 2009 has been adjusted for the bonus element inherent in that
rights issue.
comparison of ve year cumulative total
shareholder return
120
100
80
60
0
2006 2007 2008 2009 2010 2011
Rexam
FTSE 100 index
source: Alithos Limited
Points on this graph show the value of an
investment on the last trading day of each year.
The graph below measures TSR since 2010 reflecting the period of
time since the Company began its significant focus on the strategic
priorities of controlling costs, optimising cash and improving the
return on capital employed.
comparison of two year cumulative total
shareholder return
140
120
100
80
0
2009 2010 2011
Rexam
FTSE 100 index
source: Alithos Limited
Points on this graph show the value of an
investment on the last trading day of each year.
Total shareholder return reflected in the graphs above is not an
indication of the likely vesting of awards granted under the LTIP
2009, which is based on a different comparator group, as
explained on page 79.

executive directors’ contracts of employment
executive director notes
date of
appointment
date of
current contract
notice period
(company)
notice period
(director)
compensation on
early termination
Graham Chipchase 1 10 February 2003 30 November 2009 12 months 12 months As policy
David Robbie 2 3 October 2005 20 October 2010 12 months 12 months As policy
1 Graham Chipchase had a contract of employment dated 1 October 2002 that was effective from his commencement of employment with Rexam in February 2003. On his appointment as
chief executive, Graham Chipchase signed a new contract of employment on 30 November 2009 that was effective from 16 November 2009 and which acknowledged his continuous
employment from February 2003.
2 David Robbie had a contract of employment dated 24 August 2005 that was effective from his commencement of employment with Rexam in October 2005. Following the update of the
Company’s policy for executive director contracts, David Robbie signed a new contract of employment on 20 October 2010 which acknowledged his continuous employment from October 2005.
duration of contracts
The Company’s current policy is that all executive directors serve under contracts terminable on one year’s notice. However, in exceptional
circumstances, the policy allows for an externally recruited executive director to be offered a contract terminable by the Company on two
years’ notice if terminated in the first year of appointment. Thereafter, the contract would become terminable on one year’s notice.
Executive directors’ contracts continue until such date as agreed between the executive director and the Company. The contract can also
be terminated by either party subject to required notice.
termination of contracts
The Company has the right to terminate a contract immediately, even where termination is without cause. In such circumstances, the
contract provides for a payment in lieu of notice to be made and calculated by reference to base salary, retirement benefits and other
benefits. There is no provision for payment of any annual incentive in respect of the termination notice period. The Company will make
any termination payment in monthly instalments over what would have been the notice period until the earlier of the director commencing
in a new position or the notice period expiring. The executive has a duty to mitigate his or her loss of office and actively seek alternative
comparable employment at the earliest opportunity, thereby reducing the need for compensation.
share based entitlements
Any share based rights granted to an executive director will be determined at the discretion of the committee, as permitted by the rules
of the relevant scheme. If an executive director resigns from employment or is dismissed for gross misconduct, he or she will not retain his
or her right to acquire shares under awards or options granted to him or her.
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76 Rexam annual report 2011 directors’ report
remuneration report
external directorships
The Company’s policy on executive directors having non executive directorships with other companies is that such appointments are
permitted, subject to the approval of the chairman of the board. Any fees payable will be retained by the executive director unless
otherwise agreed.
non executive directors
non executive director
date of
appointment
date of original
letter of appointment
effective date of
current letter of
appointment expiry of term
Stuart Chambers 1 February 2012 15 November 2011 1 February 2012 31 January 2015
Noreen Doyle 22 March 2006 20 March 2006 22 March 2012 21 March 2015
Sir Peter Ellwood 1 February 2008 17 January 2008 1 February 2011 31 January 2014
John Langston 30 October 2008 30 October 2008 30 October 2011 29 October 2014
Wolfgang Meusburger 1 December 2006 26 October 2006 1 December 2009 30 November 2012
Leo Oosterveer 1 September 2011 10 August 2011 1 September 2011 31 August 2014
Jean-Pierre Rodier 7 June 2006 6 June 2006 7 June 2009 6 June 2012
Non executive directors serve under letters of appointment and are generally appointed for an initial three year term renewable thereafter,
at the discretion of the board, for a maximum of two further three year terms, subject to election or re-election by shareholders at the AGM.
Appointments of non executive directors are terminable without compensation by either the Company or the director giving written notice.
The remuneration of the chairman is determined by the committee (the chairman absenting himself from the discussions if present at
the meeting) and non executive directors’ fees are recommended by the chairman and chief executive and approved by the executive
directors. The fees of the chairman, the senior independent director and the other non executive directors are reviewed annually in line
with current market practice.
non executive directors current fees per annum
Basic fees £55,000
Additional fees for:
Chairs of board committees £10,000
Senior independent director £10,000
Sir Peter Ellwood, as chairman of the Company, received fees of £320,000 during 2011. Stuart Chambers will receive the basic non
executive director fees for the period from 1 February to 22 February 2012. From the date of his appointment as chairman of the Company
on 23 February 2012, he will receive annual fees of £320,000. The fees of the non executive directors will remain at the current level
for 2012.
The executive directors’ contracts of employment and the non executive directors’ letters of appointment are available for inspection
by any shareholder of the Company during normal business hours at the registered office of the Company on Monday to Friday
(public holidays excepted), and will be available at the AGM 2012.

directors’ remuneration (audited information)
2011
fees/
base salary
£000
2011
pension
supplement
£000
2011
annual
incentive
cash 1
£000
2011
annual
incentive
deferred
shares 1
£000
2011
benefits
£000
chairman
Sir Peter Ellwood 320 11 331 300
non executive directors
Noreen Doyle 65 5 70 60
John Langston 65 5 70 60
Wolfgang Meusburger 55 1 56 50
Leo Oosterveer (appointed 1 September 2011) 18 – 18 –
Jean-Pierre Rodier 56 3 59 50
Carl Symon (retired 23 November 2011) 69 2 71 70
648 – – – 27 675 590
executive directors
Graham Chipchase 702 254 690 229 36 1,911 1,703
David Robbie 433 128 415 139 4 1,119 1,043
1,135 382 1,105 368 40 3,030 2,746
2011 total 1,783 382 1,105 368 67 3,705
2010 total 1,680 – 1,640 – 16 – 3,3362 1 The underlying profit before tax and free cash flow targets for 2011 were exceeded which, including the achievement of personal performance objectives, resulted in an annual incentive of 128.6%
(2010: 150%) of base salary due to Graham Chipchase and 125.9% (2010: 150%) of base salary due to David Robbie. Details of the financial and personal performance targets are explained on
page 72. Executive directors will receive 75% of their annual incentive as cash and 25% as a deferred share award which will vest in three years.
2 The total remuneration reported in the annual report 2010 was £3,346,000. The amount of £3,336,000 shown above excludes amounts received in 2010 by Leslie Van de Walle, the former chief
executive. Leslie Van de Walle did not receive any payments in 2011.
The benefits in kind provided to directors comprise one or more of healthcare, accommodation, subsistence and the payment of certain
professional fees. Executive directors are offered membership of a Group pension scheme, which includes life assurance protection.
No amounts were paid to third parties in respect of any executive director’s services to the Company and no termination payments were
made to any past director during the year.
Details of each director’s share incentives can be found on pages 79 and 80.
2011
total
£000
2010
total
£000
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78 Rexam annual report 2011 directors’ report
remuneration report
retirement benefits (audited information)
The following directors were members of defined benefit arrangements provided by the Company during the year. Entitlements and
corresponding transfer values are shown in the table below. The values at 31.12.11 reflect the decision taken by both executive directors
to pension a lower amount of their eligible basic salary in 2011. Their eligible basic salary in 2010 was fully pensioned.
2011
(a)
gross increase
in accrued
pension
per annum
£000
2011
(b)
increase in
accrued pension
excluding
inflation
per annum
£000
2011
(c)
total accrued
pension
31.12.11
per annum
£000
2011
(d)
transfer value
of net increase
in accrual over
period
£000
2011
(e)
change in
transfer
value during
period
£000
2011
(f)
transfer value
of accrued
pension at
31.12.11
£000
2010
(g)
transfer value
of accrued
pension at
31.12.10
£000
Graham Chipchase 13 8 101 126 583 1,886 1,294
David Robbie 9 5 78 62 418 1,427 993
1 Pension accruals shown are the amounts which would be paid annually on retirement based on service to 31 December 2011.
2 Transfer values (columns d, f and g) have been calculated in accordance with or consistent with the Occupational Pension Schemes (Transfer Values) Regulations 1996.
3 The value of net increase in accrual (column d) represents the incremental value to the director of the benefit accrued. It is based on the increase in accrued pension (column b) after deducting
contributions made by the director.
4 The change in the transfer value (column e) includes the effect of fluctuations due to factors beyond the control of the Company or the director, such as market conditions which include long term
interest rate movements. It is calculated after deducting contributions made by the director.
There were no pension contributions paid by any Group employer for any executive director in respect of defined contribution schemes
in 2011 or 2010.
long term incentives (audited information)
The interests of the directors in the shares of the Company through the Company’s share incentive arrangements are disclosed in the
following tables. There is no requirement for an executive director to make a payment on the grant of an award or an option under any
of the arrangements. No variations were made during the year to the terms and conditions of any awards or options.
The vesting of awards granted under the 2009 LTIP will be satisfied from Rexam shares that the Rexam Employee Share Trust, a
discretionary trust resident in Jersey, Channel Islands, has purchased or will purchase in the market and the cost will normally be met
by the participant’s employing company. The exercise of options granted under the Company’s savings related share option scheme
will be satisfied from the allotment of new ordinary shares.
The market price of the Company’s shares at 31 December 2011 was £3.528 per share. The lowest and highest daily closing share
prices during 2011 were £2.998 and £4.00 respectively. There were no gains from the exercise of directors’ share options during 2011
through all share incentive arrangements (2010: £159,811).

Long Term Incentive Plan 2007 (2007 LTIP)
The maximum number of shares to which the participant is entitled is reflected in the ‘outstanding’ columns of the table. Directors held the
following options over shares.
note grant date
exercise
price per
holding
£
first
exercise
date
note 1
expiry
date
note 1
outstanding
01.01.11
number
lapsed
during
the year
number
outstanding
31.12.11
number
Graham Chipchase 2 26.03.08 1 01.01.11 25.02.15 250,295 250,295 –
David Robbie 2 26.03.08 1 01.01.11 25.02.15 244,346 244,346 –
1 The first exercise date and the expiry date are dependent upon the options vesting but the final expiry date must be no later than six years and 11 months from the grant date for the 2007 LTIP .
2 Options lapsed on 1 January 2011 as the TSR performance target had not been achieved. Rexam ranked 33rd which fell below the median percentile of its comparator group of 42 companies.
3 No options were granted, vested, were exercised or lapsed during the year.
Long Term Incentive Plan 2009 (2009 LTIP)
The maximum number of shares to which the participant is entitled is reflected in the ‘outstanding’ columns of the table. Directors held the
following awards over shares.
note
market value
per share on
date of grant
£ grant date
exercise
price per
holding
£
vesting
date
note 1
expiry
date
note 1
outstanding
01.01.11
number
granted
during
the year
number
outstanding
31.12.11
number
Graham Chipchase 2 2.911 11.03.10 – 11.03.13 11.03.13 519,230 – 519,230
3 3.700 08.03.11 – 08.03.14 08.03.14 – 406,715 406,715
Total 519,230 406,715 925,945
David Robbie 2 2.911 11.03.10 – 11.03.13 11.03.13 315,384 – 315,384
3 3.700 08.03.11 – 08.03.14 08.03.14 – 251,982 251,982
Total 315,384 251,982 567,366
1 The vesting date and the expiry date are dependent upon the awards vesting. The final expiry date is the close of business on the vesting date.
2 The award is subject to the performance conditions shown below, measured over a three year period which commenced on 1 January 2010.
3 The award is subject to the performance conditions shown below, measured over a three year period which commenced on 1 January 2011.
4 No awards vested, were exercised or lapsed during the year.
performance measures
compound earnings per share growth (EPS)
This measure has been chosen as it is a visible and recognised indicator by both
employees and shareholders of the Company’s financial returns. EPS performance
will be measured by compound annual growth in underlying earnings per share.
relative total shareholder return performance (TSR)
This measure has been chosen as it is an external, verifiable measurement target
that provides a robust and comparative indicator of the Company’s performance
against other UK listed companies. Rexam’s TSR will be compared with the TSR of
a comparator group comprising the largest 150 companies by market capitalisation
within the FTSE All Share index on the 1 January of the year of grant. Investment trusts
are excluded from this comparator group.
return on capital employed (ROCE)
This measure was introduced in 2011 to align more closely the performance
measures with the Company’s strategy.
1 Between the minimum and maximum targets, vesting will be calculated on a straight line basis.
2011
grant
target
2011 grant
vesting of
total award
note 1
2010
grant
target
2010 grant
vesting of
total award
note 1
min 3% 8.3% 3% 15%
max 12% 33.3% 12% 60%
min median 8.3% median 10%
max 25 th 33.3% 25 th 40%
min 11% 8.3% – –
max 15% 33.3% – –
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80 Rexam annual report 2011 directors’ report
remuneration report
Savings Related Share Option Scheme (2007 SAYE)
Directors held the following options over shares through the 2007 SAYE.
grant
date
exercise
price
per share
£
exercise
period
commences
expiry
date
outstanding
01.01.11
number
outstanding
31.12.11
number
Graham Chipchase 15.10.09 2.12 01.12.14 31.05.15 7,334 7,334
David Robbie 15.10.09 2.12 01.12.14 31.05.15 7,334 7,334
1 No options were granted to executive directors, were exercised by or lapsed during the year.
directors’ interests in shares (audited information)
shares
at 31.12.11
shares
at 01.01.11 1
Graham Chipchase 168,441 168,441
Noreen Doyle 8,636 8,466
Sir Peter Ellwood 61,785 59,645
John Langston 4,090 4,090
Wolfgang Meusburger 13,198 12,742
Leo Oosterveer (appointed 1 September 2011) – –
David Robbie 71,907 69,416
Jean-Pierre Rodier 8,181 8,181
1 Or date of appointment, if later.
2 Stuart Chambers was appointed a non executive director on 1 February 2012. At the date of appointment and at the date of this report he held 30,000 shares.
3 The above interests in shares, and awards and options over shares at 31 December 2011 remain unchanged at the date of this report.
compliance
The remuneration report for the year ended 31 December 2011 is presented by the remuneration committee on behalf of the board.
The report covers the main responsibilities of the committee, the current remuneration policy for directors, together with details of directors’
remuneration, annual and long term incentives and provision of retirement benefits for the year ended 31 December 2011.
The report has been prepared in accordance with the Companies Act and schedule 8 of the Large and Medium sized Companies and
Groups (Accounts and Reports) Regulations 2008. In addition, the committee has followed the principles of good governance set out in
the UK Corporate Governance Code and complied with the requirements of the Listing Rules.
The sections of the report that have been referenced in PricewaterhouseCoopers LLP’s auditors’ report have been marked as audited
information in this report.
On behalf of the board
Jean-Pierre Rodier
remuneration committee chairman
22 February 2012

other disclosures
The annual report 2011 has been prepared for, and only for,
the members of the Company, as a body, and no other persons.
The Company, its directors, employees, agents and advisers do
not accept or assume responsibility to any other person to whom
this document is shown or into whose hands it may come and any
such responsibility or liability is expressly disclaimed. This annual
report may contain 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 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, and other unknown future events and circumstances which
can cause results and developments to differ materially from those
anticipated. Nothing in this annual report should be construed
as a profit forecast.
statement of directors’ responsibilities
The directors are responsible for preparing the annual report, the
remuneration report and the financial statements in accordance
with applicable law and regulations.
Company law requires the directors to prepare financial statements
for each financial year. Under that law the directors have prepared
the consolidated financial statements in accordance with
International Financial Reporting Standards (IFRSs) as adopted by
the European Union and the parent company financial statements
in accordance with UK Generally Accepted Accounting Practice
(UK Accounting Standards and applicable law). Under company
law the directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the state of
affairs of the Group and the Company and of the profit or loss of
the Group for that year. In preparing these financial statements,
the directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are reasonable
and prudent;
• state whether IFRSs as adopted by the European Union and
applicable UK Accounting Standards have been followed,
subject to any material departures disclosed and explained
in the consolidated and parent company financial statements
respectively; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the
Company will continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and the
Company’s transactions and disclose with reasonable accuracy
at any time the financial position of the Company and the Group
and enable them to ensure that the financial statements and the
remuneration report comply with the Companies Act 2006 and,
as regards the consolidated financial statements, Article 4 of the
IAS Regulation. They are also responsible for safeguarding the
assets of the Company and the Group and hence for taking
reasonable steps for the prevention and detection of fraud
and other irregularities.
The directors are responsible for the maintenance and integrity
of the Group’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Each of the current directors, whose names are listed on pages 54
and 55 of the annual report, confirms that, to the best of his or
her knowledge:
• the consolidated financial statements, which have been prepared
in accordance with IFRSs as adopted by the EU, give a true and
fair view of the assets, liabilities, financial position and profit of
the Group; and
• the business review includes a fair review of the development
and performance of the business and the position of the Group,
together with a description of the principal risks and uncertainties
that it faces.
dividends
Subject to shareholder approval, the directors have proposed
a 2011 final dividend of 9.7p per share. The total dividend for the
year ended 31 December 2011 is 14.4p per share (2010: 12.0p).
dividend
per share (p)
ex dividend
date
record
date
payment
date
2011 interim 4.7 07.09.11 09.09.11 04.10.11
2011 final 9.7 09.05.12 11.05.12 07.06.12
principal acquisitions and disposals
The disposal of the Group’s beverage and speciality closures
business to Berry Plastics Inc for a cash consideration (net of costs)
of £207m was announced on 20 June 2011 and was completed
on 1 September 2011.
directors and directors’ interests
The board of directors during the year ended 31 December 2011
and at the date of this annual report is set out on pages 54 and 55.
Leo Oosterveer was appointed a non executive director on
1 September 2011 and Carl Symon retired as senior independent
director on 23 November 2011. The chairman of the Company,
Sir Peter Ellwood, is to retire from office at the close of business
on 22 February 2012. Sir Peter is succeeded as chairman by
Stuart Chambers who was appointed a non executive director
and chairman designate on 1 February 2012.
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82 Rexam annual report 2011 directors’ report
other disclosures
None of the directors had any interest during or at the end of
the year in any contract of significance in relation to the business
of the Company or its subsidiary undertakings.
Full details of the interests in the share capital of the Company of
those directors holding office on 31 December 2011, including any
interest of a connected person, are set out in the remuneration report.
share capital
At 31 December 2011, the Company had 877,030,922 shares
in issue as shown, together with details of the rights and restrictions
attaching to the shares, in note 29 to the consolidated financial
statements.
powers given to directors
The powers given to the directors are contained in the articles
of association (the Articles) and are subject to relevant legislation
and, in certain circumstances, (including in relation to the issuing
or buying back by the Company of its shares), subject to authority
being given to the directors by shareholders in general meeting.
The Articles also govern the appointment and replacement
of directors. The Articles, which may only be amended with
shareholders’ approval in accordance with relevant legislation,
can be found on the Company’s website.
purchase of own shares
At the AGM 2011, shareholders passed a special resolution
renewing the authority granted to the Company, in accordance
with the Companies Act 2006 and relevant institutional guidelines,
to purchase a limited number of its own shares in the market.
No shares have been purchased in the market, nor has any
contract been made to purchase shares under the previous or
existing authorities from 1 January 2011 to the date of this report.
The directors are seeking an annual renewal of the authority at
the AGM 2012. Further details can be found in the notice of
AGM 2012.
AGM 2012 AGM 2011
share purchase authority
proposed approved
10% of issued share capital 87.70m 87.68m
substantial shareholdings
At the date of this report, the Company had been advised of the
following significant direct and indirect interests in the issued
ordinary share capital of the Company, in accordance with
the Disclosure and Transparency Rules (DTR) of the Financial
Services Authority.
name of shareholder
number of shares
disclosed
% interest in issued
share capital
BlackRock Inc 44,138,256 5.03
Legal & General Group Plc 34,660,260 3.95
Information provided to Rexam pursuant to the DTR is publicly
available via the regulatory information services and on the
Company’s website.
research and development
The Group’s expenditure on research and development during
the year amounted to £17m from continuing operations and £2m
from discontinued operations (2010: £16m and £3m).
significant agreements
Rexam has a number of commercial agreements which are
essential to the Group’s business, as discussed in the key risks
section of the business review on pages 34 to 41. Mitigation
arrangements are in place to safeguard, as far as possible,
the Group’s business in the event of the unexpected termination
or amendment of such agreements.
The Company is also required to disclose any significant
agreements that take effect, alter or terminate on a change
of control of the Company following a takeover bid. Some
commercial agreements allow the counterparties to alter or
terminate the arrangements in these circumstances. The Company
also has committed debt facilities all of which are directly or
indirectly subject to change of control provisions, albeit the
facilities do not necessarily require mandatory prepayment on
a change of control.

At 31 December 2011 the debt facilities subject to these
provisions were:
debt facilities amount maturity
Subordinated bond €750m June 2067
US public bond US$550m June 2013
US private placement US$225m June 2013
Medium term note €638m March 2013
Bilateral credit facility £50m December 2012
Revolving credit facility £602m November 2016
Bilateral credit facility £45m November 2016
Bilateral credit facility £20m November 2016
Bilateral credit facility £20m November 2016
Bilateral credit facility £20m November 2016
Bilateral credit facility £20m November 2016
Bilateral credit facility £20m November 2016
Bilateral credit facility £20m November 2016
Bilateral credit facility £20m November 2016
Bilateral credit facility £20m November 2016
1 All of the above bilateral credit facilities and the revolving credit facility are multi currency.
2 The revolving credit facility and certain of the bilateral credit facilities include options to
extend the final maturity from November 2016 to November 2018, subject to the agreement
of the banks.
The service contracts of the executive directors do not contain
a change of control provision.
The trustee of the Rexam Employee Share Trust (the Trust) holds
shares in order to satisfy awards under the Rexam employee share
incentive plans. If an offer is made to acquire the Company’s
shares, the trustee is not obliged to accept or reject any such offer
in respect of any shares which are intended to satisfy awards
which are outstanding. However, the trustee shall have regard to
the interests of the beneficiaries and shall have the power to consult
them to obtain their views on such offer and, subject to the
foregoing, may consider any recommendations made to it by the
Company but shall not be obliged to comply with such
recommendations.
The Company has granted a qualifying pension scheme indemnity
in the form permitted by the Companies Act 2006 to the directors
of Rexam Pension Trustees Limited, the Trustee to the Rexam Pension
Plan. The indemnity remains in force at the date of this report.
payments to suppliers
The Group’s operating businesses are responsible for the terms
and conditions under which they conduct business transactions
with their suppliers. It is Group policy to agree the terms of payment
and make payments to suppliers in accordance with those terms,
provided that suppliers have complied with all relevant terms
and conditions.
The Company had 14 days (2010: 13 days) purchases outstanding
at 31 December 2011 based on the average daily amount invoiced
by suppliers.
corporate governance statement
The information that fulfils the requirements of the corporate
governance statement in accordance with rule 7.2 of the DTR
can be found in this directors’ report within pages 10 to 83.
auditors
disclosure of information to the auditors
Each person who is a director of the Company at the date of
approval of this annual report confirms that:
• so far as the director is aware, there is no relevant audit
information of which the Company’s auditors are unaware; and
• each director individually has taken all the steps that he or she
ought to have taken as a director to make him or herself aware
of any relevant audit information and to establish that the
Company’s auditors are aware of that information.
reappointment of auditors
PricewaterhouseCoopers LLP will be proposed for reappointment
as the Company’s auditors at the AGM 2012 as recommended by
the audit and risk committee.
annual general meeting 2012
The AGM of the Company, details of which can be found in the
notice of AGM 2012, will be held at 11.00am on 3 May 2012 at
One Great George Street, London SW1.
On behalf of the board
David Gibson
company secretary
22 February 2012
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84
Rexam annual report 2011
consolidated financial
statements
These caps are for Rexam’s innovative Advancia TM ,
the world’s first all in one nasal spray pump.

86 independent auditors’ report to the members of Rexam PLC
87 consolidated income statement
88 consolidated statement of comprehensive income
89 consolidated balance sheet
90 consolidated cash flow statement
91 consolidated statement of changes in equity
notes to the consolidated financial statements:
92 note 1 – principal accounting policies
98 note 2 – segment analysis
100 note 3 – operating expenses
101 note 4 – employee costs and numbers
102 note 5 – auditors’ remuneration
102 note 6 – exceptional items – continuing operations
102 note 7 – interest
103 note 8 – tax
105 note 9 – earnings/(loss) per share
106 note 10 – discontinued operations
107 note 11 – equity dividends
107 note 12 – goodwill
109 note 13 – other intangible assets
110 note 14 – property, plant and equipment
111 note 15 – investments in subsidiaries
111 note 16 – investments in associates and joint ventures
112 note 17 – available for sale financial assets
112 note 18 – insurance backed assets
113 note 19 – inventories
113 note 20 – trade and other receivables
114 note 21 – cash and cash equivalents
115 note 22 – assets and liabilities classified as held for sale
115 note 23 – trade and other payables
116 note 24 – borrowings
117 note 25 – net borrowings
118 note 26 – financial instruments
125 note 27 – retirement benefit obligations
129 note 28 – provisions
130 note 29 – share capital
130 note 30 – other reserves
131 note 31 – share based payment
133 note 32 – reconciliation of profit/(loss) before tax
to cash generated/(used) from operations
133 note 33 – contingent liabilities
133 note 34 – commitments
consolidated financial
statements
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86 Rexam annual report 2011
independent auditors’ report to the members of Rexam PLC
We have audited the consolidated financial statements of Rexam PLC for the year ended 31 December 2011 which comprise the
consolidated income statement, the consolidated statement of comprehensive income, the consolidated balance sheet, the consolidated
cash flow statement, the consolidated statement of changes in equity and the related notes. The financial reporting framework that
has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the
European Union.
respective responsibilities of directors and auditors
As explained more fully in the statement of directors’ responsibilities set out on page 81, the directors are responsible for the preparation
of the consolidated financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express
an opinion on the consolidated financial statements in accordance with applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3
of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for
any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by
our prior consent in writing.
scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance
that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether
the accounting policies are appropriate to the Group’s circumstances and have been consistently applied and adequately disclosed;
the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.
In addition, we read all the financial and non financial information in the Rexam annual report 2011 to identify material inconsistencies
with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the
implications for our report.
opinion on financial statements
In our opinion the consolidated financial statements:
• give a true and fair view of the state of the Group’s affairs as at 31 December 2011 and of its profit and cash flows for the year
then ended;
• have been properly prepared in accordance with IFRSs as adopted by the European Union; and
• have been prepared in accordance with the requirements of the Companies Act 2006 and Article 4 of the lAS Regulation.
opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the directors’ report for the financial year for which the consolidated financial statements are
prepared is consistent with the consolidated financial statements.
matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Under the Listing Rules we are required to review:
• the directors’ statement, set out on page 67, in relation to going concern;
• the part of the Corporate Governance Statement relating to the Company’s compliance with the nine provisions of the UK Corporate
Governance Code specified for our review; and
• certain elements of the report to shareholders by the board on directors’ remuneration.
other matter
We have reported separately on the parent Company financial statements of Rexam PLC for the year ended 31 December 2011 and on
the information in the remuneration report that is described as having been audited.
Robert Milburn (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
22 February 2012

consolidated income statement
For the year ended 31 December notes
Continuing operations
Sales 2 4,734 4,619
Operating expenses 3 (4,227) (4,146)
Underlying operating profit 2 549 513
Exceptional items 6 (16) (8)
Amortisation of certain acquired intangible assets (26) (32)
Operating profit 507 473
Share of post tax profits of associates and joint ventures 16 9 5
Retirement benefit obligations net finance cost 27 (16) (15)
Underlying interest expense 7 (99) (117)
Fair value changes on financing derivatives 7 23 (12)
Interest expense 7 (76) (129)
Interest income 7 7 4
Underlying profit before tax 450 390
Exceptional items 6 (16) (8)
Amortisation of certain acquired intangible assets (26) (32)
Fair value changes on financing derivatives 7 23 (12)
Profit before tax 431 338
Tax on underlying profit 8 (135) (116)
Tax on exceptional items 6 4 1
Tax on amortisation of certain acquired intangible assets 9 10
Tax on fair value changes on financing derivatives (6) 3
Tax 8 (128) (102)
Profit for the financial year from continuing operations 303 236
Discontinued operations
Profit/(loss) for the financial year from discontinued operations 10 73 (112)
Total profit for the financial year attributable to equity shareholders of Rexam PLC 376 124
Underlying earnings per share (pence) 9
Continuing operations 36.1 31.4
Discontinued operations 0.9 1.4
Total 37.0 32.8
Basic earnings/(loss) per share (pence) 9
Continuing operations 34.7 27.1
Discontinued operations 8.4 (12.9)
Total 43.1 14.2
Diluted earnings/(loss) per share (pence) 9
Continuing operations 34.5 27.0
Discontinued operations 8.3 (12.9)
Total 42.8 14.1
For details of equity dividends paid and proposed see note 11 to the consolidated financial statements.
The notes on pages 92 to 133 form part of these consolidated financial statements.
2011
£m
2010
£m
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88 Rexam annual report 2011
consolidated statement of comprehensive income
For the year ended 31 December notes
Profit for the financial year 376 124
Actuarial losses 18, 27 (104) (64)
Tax on actuarial losses 8 30 24
Premium paid on annuitisation of certain pension obligations 17, 18 (2) –
Cost recognised in the income statement on annuitisation of certain
pension obligations (net of tax) 30 3 –
Exchange differences before recognition of net investment hedges 30 (30) (12)
Net investment hedges recognised 30 14 22
Exchange differences recognised in the income statement on disposal of Closures 30 (89) –
Cash flow hedges recognised 30 (92) 40
Cash flow hedges transferred to inventory 30 (16) (25)
Cash flow hedges recognised in the income statement 30 – 2
Tax on cash flow hedges 8, 30 28 (4)
Disposal of non controlling interests (2) –
Change in market value of available for sale financial assets 30 – 1
Other comprehensive loss for the year (260) (16)
Total comprehensive income for the year attributable to equity shareholders of Rexam PLC 116 108
2011
£m
2010
£m

consolidated balance sheet
As at 31 December notes
Assets
Non current assets
Goodwill 12 1,834 1,848
Other intangible assets 13 343 383
Property, plant and equipment 14 1,590 1,571
Investments in associates and joint ventures 16 70 61
Pension assets 27 – 19
Insurance backed assets 18 23 –
Deferred tax assets 8 294 252
Trade and other receivables 20 106 120
Available for sale financial assets 17 1 27
Derivative financial instruments 26 265 256
4,526 4,537
Current assets
Inventories 19 517 415
Insurance backed assets 18 2 –
Trade and other receivables 20 626 648
Available for sale financial assets 17 1 1
Derivative financial instruments 26 38 70
Cash and cash equivalents 21 412 114
1,596 1,248
Assets classified as held for sale 22 2 282
1,598 1,530
Total assets 6,124 6,067
Liabilities
Current liabilities
Borrowings 24 (53) (81)
Derivative financial instruments 26 (63) (10)
Current tax (13) (20)
Trade and other payables 23 (861) (768)
Provisions 28 (36) (39)
(1,026) (918)
Liabilities classified as held for sale 22 – (50)
(1,026) (968)
Non current liabilities
Borrowings 24 (1,785) (1,800)
Derivative financial instruments 26 (181) (186)
Retirement benefit obligations 27 (540) (482)
Deferred tax liabilities 8 (63) (77)
Non current tax (87) (85)
Other payables 23 (53) (81)
Provisions 28 (70) (63)
(2,779) (2,774)
Total liabilities (3,805) (3,742)
Net assets 2,319 2,325
Equity
Ordinary share capital 564 564
Share premium account 989 989
Capital redemption reserve 351 351
Retained earnings 211 32
Other reserves 30 204 386
Shareholders’ equity 2,319 2,322
Non controlling interests – 3
Total equity 2,319 2,325
Approved by the board on 22 February 2012
Graham Chipchase, chief executive David Robbie, finance director
2011
£m
2010
£m
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90 Rexam annual report 2011
consolidated cash flow statement
For the year ended 31 December notes
Cash flows from operating activities
Cash generated from operations 32 650 685
Interest paid (91) (110)
Tax paid (86) (75)
Net cash flows from operating activities 473 500
Cash flows from investing activities
Capital expenditure (240) (206)
Proceeds from sale of property, plant and equipment 1 8
Disposal of Closures (net of cash and cash equivalents disposed) 10 205 –
Loan from joint venture 4 5
Interest received 7 4
Other investing items (1) 6
Net cash flows from investing activities (24) (183)
Cash flows from financing activities
Proceeds from borrowings 7 21
Repayment of borrowings (36) (159)
Purchase of Rexam PLC shares by Employee Share Trust 31 (18) (6)
Dividends paid to equity shareholders 11 (111) (105)
Dividends paid to non controlling interests (1) –
Other financing items 10 (13)
Net cash flows from financing activities (149) (262)
Net increase in cash and cash equivalents 300 55
Cash and cash equivalents at the beginning of the year 99 62
Exchange differences and other non cash adjustments 3 (18)
Net increase in cash and cash equivalents 300 55
Cash and cash equivalents at the end of the year 402 99
Cash and cash equivalents comprise:
Cash at bank and in hand 21 83 46
Short term bank deposits 21 329 68
Bank overdrafts 25 (10) (15)
2011
£m
2010
£m
402 99

consolidated statement of changes in equity
Ordinary
share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Retained
earnings
£m
Other
reserves
£m
Shareholders’
equity
£m
Non
controlling
interests
£m
At 1 January 2011 564 989 351 32 386 2,322 3 2,325
Profit for the financial year – – – 376 – 376 – 376
Actuarial losses – – – (104) – (104) – (104)
Tax on actuarial losses – – – 30 – 30 – 30
Premium paid on annuitisation of certain pension
related liabilities – – – (2) – (2) – (2)
Cost recognised in the income statement on
annuitisation of certain pension related liabilities
(net of tax) – – – – 3 3 – 3
Exchange differences before recognition of net
investment hedges – – – – (30) (30) – (30)
Net investment hedges recognised – – – – 14 14 – 14
Exchange differences recognised in the income
statement on the disposal of Closures – – – – (89) (89) – (89)
Cash flow hedges recognised – – – – (92) (92) – (92)
Cash flow hedges transferred to inventory – – – – (16) (16) – (16)
Tax on cash flow hedges – – – – 28 28 – 28
Disposal of non controlling interests – – – – – – (2) (2)
Other comprehensive loss for the year – – – (76) (182) (258) (2) (260)
Total comprehensive income/(loss) for the year – – – 300 (182) 118 (2) 116
Share options: value of services provided – – – 8 – 8 – 8
Purchase of Rexam PLC shares by Employee Share Trust – – – (18) – (18) – (18)
Dividends paid – – – (111) – (111) (1) (112)
At 31 December 2011 564 989 351 211 204 2,319 – 2,319
At 1 January 2010 563 989 351 55 362 2,320 2 2,322
Profit for the financial year – – – 124 – 124 – 124
Actuarial losses – – – (64) – (64) – (64)
Tax on actuarial losses – – – 24 – 24 – 24
Exchange differences before recognition of net
investment hedges – – – – (12) (12) – (12)
Net investment hedges recognised – – – – 22 22 – 22
Cash flow hedges transferred to inventory – – – – (25) (25) – (25)
Cash flow hedges transferred to the income statement – – – – 2 2 – 2
Cash flow hedges recognised – – – – 40 40 – 40
Tax on cash flow hedges – – – – (4) (4) – (4)
Changes in market value of available for sale
financial assets – – – – 1 1 – 1
Other comprehensive (loss)/income for the year – – – (40) 24 (16) – (16)
Total comprehensive income for the year – – – 84 24 108 – 108
Share options: value of services provided – – – 5 – 5 – 5
Share option schemes: proceeds from shares issued 1 – – – – 1 – 1
Purchase of Rexam PLC shares by Employee Share Trust – – – (6) – (6) – (6)
Change in non controlling interests – – – (1) – (1) 1 –
Dividends paid – – – (105) – (105) – (105)
At 31 December 2010 564 989 351 32 386 2,322 3 2,325
Total
equity
£m
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92 Rexam annual report 2011
notes to the consolidated financial statements
1 principal accounting policies
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS)
and International Financial Reporting Interpretations Committee (IFRIC) interpretations as adopted by the European Union (EU) and with
those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements have been
prepared under the historical cost convention as modified by the revaluation of certain financial instruments, share based payments and
retirement benefit obligations.
The Group adopted IAS24 (Revised) ‘Related Party Disclosures’ from 1 January 2011. This revision to an existing accounting standard
clarifies the definition of a related party and the disclosure of transactions between the Group and its subsidiaries, associates and
joint ventures.
The following accounting standards are not yet effective and have not been early adopted by the Group. The Group has yet to assess the
full impact of these accounting standards. Intended adoption dates are subject to endorsement by the EU.
(i) IAS19 (Revised) ‘Employee Benefits’, issued in June 2011, requires the immediate recognition of all changes to the funded position of
retirement benefit plans and changes the basis upon which income and expense is calculated for recognition in the income statement
and the statement of comprehensive income. The Group intends to adopt IAS19 (Revised) for the accounting period beginning on
1 January 2013.
(ii) IFRS9 ‘Financial Instruments’, issued in November 2009, is the first step in the process to replace IAS39 ‘Financial Instruments:
Recognition and Measurement’. The standard introduces new requirements for classifying and measuring financial assets.
The Group intends to adopt IFRS9 no later than the accounting period beginning on 1 January 2015.
There are no other IFRS or IFRIC interpretations that are not yet effective that are expected to have a material impact on the Group.
key estimates and assumptions
The preparation of consolidated financial statements in accordance with IFRS requires the use of estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, events or
actions, actual results may ultimately differ from those estimates. The key estimates and assumptions used in these consolidated financial
statements are set out below.
goodwill impairment testing
Goodwill is tested at least annually for impairment in accordance with the accounting policy for goodwill. The recoverable amounts of
cash generating units relating to continuing operations are determined based on value in use calculations. These calculations require the
use of estimates which include cash flow projections for each cash generating unit and discount rates based on the Group’s weighted
average cost of capital, adjusted for specific risks associated with particular cash generating units. For details of impairment testing see
note 12 to the consolidated financial statements. The accounting policies for goodwill and impairment testing are set out below.
retirement benefits
The consolidated financial statements include costs in relation to, and provision for, retirement benefit obligations. There are two principal
funded defined benefit pension plans, in the UK and US, and an unfunded retiree medical plan in the US. The costs and the present value
of any related pension assets and liabilities depend on factors such as life expectancy of the members, the salary progression of current
employees, the returns that plan assets generate and the discount rate used to calculate the present value of the liabilities. The Group
uses estimates based on previous experience and external actuarial advice in determining these future cash flows and in determining the
discount rate. If the discount rates were to fall by 0.5%, the net liabilities of the plans at 31 December 2011 would rise by approximately
£105m (2010: £110m). If equity values were to fall by 10%, then the plan assets at 31 December 2011 would fall by approximately £90m
(2010: £100m). The accounting policy for retirement benefit obligations is set out below and details of the assumptions used for the two
principal pension plans and the retiree medical plan are set out in note 27 to the consolidated financial statements.

1 principal accounting policies continued
income taxes
Judgement is required in determining the provision for income taxes. There are many transactions and calculations whose ultimate
tax treatment is uncertain. The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes are
likely to be due. The Group recognises deferred tax assets and liabilities based on estimates of future taxable income and recoverability.
Where a change in circumstance occurs, or the final tax outcome of these matters is different from the amounts that were initially recorded,
such differences will impact the income tax and deferred tax balances in the year in which that change or outcome is known. The
accounting policy for income taxes is set out below.
basis of consolidation
The consolidated financial statements comprise Rexam PLC and all its subsidiaries, together with the Group’s share of the results of its
associates and joint ventures. The financial statements of subsidiaries, associates and joint ventures are prepared at the same reporting
date using consistent accounting policies. Intercompany balances and transactions, including any unrealised profits arising from
intercompany transactions, are eliminated in full.
Subsidiaries are entities where the Group has the power to govern the financial and operating policies, generally accompanied by a share
of more than 50% of the voting rights. Subsidiaries are consolidated from the date on which control is transferred to the Group and are
included until the date on which the Group ceases to control them. Associates are entities over which the Group has significant influence
but not control, generally accompanied by a share of between 20% and 50% of the voting rights. Joint ventures are entities over which the
Group has joint control, whereby the strategic, financial and operating decisions relating to the venture require the unanimous consent of
the parties sharing control and are generally accompanied by a 50% share of voting rights. Investments in associates and joint ventures
are accounted for using the equity method. If the Group’s share of losses in an associate or joint venture equals or exceeds its investment
in the associate or joint venture, the Group does not recognise further losses unless it has incurred obligations or made payments on behalf
of the associate or joint venture.
All acquisitions are accounted for by applying the purchase method. The cost of an acquisition is measured as the aggregate of the
fair values, at the acquisition date, of the assets given, liabilities incurred or assumed, and equity instruments issued by the Group.
The identifiable assets, liabilities and contingent liabilities of the acquiree are measured initially at fair value at the acquisition date,
irrespective of the extent of any non controlling interests. The excess of the cost of the acquisition over the Group’s interest in the net fair
value of the identifiable assets, liabilities and contingent liabilities is recognised as goodwill.
foreign currencies
The financial statements for each of the Group’s subsidiaries, associates and joint ventures are prepared using their functional currency.
The functional currency is the currency of the primary economic environment in which an entity operates. Foreign currency transactions are
translated into the functional currency using exchange rates prevailing at the dates of the transactions. Exchange differences resulting from
the settlement of such transactions and from the translation at exchange rates ruling at the balance sheet date of monetary assets and
liabilities denominated in currencies other than the functional currency are recognised directly in the consolidated income statement.
Exceptions to this are where the monetary items form part of the net investment in a foreign operation or designated as hedges of a net
investment, or designated as cash flow hedges. Such exchange differences are initially recognised in equity.
The presentation currency of the Group is sterling. The balance sheets of foreign operations are translated into sterling using the exchange
rate at the balance sheet date and the income statements are translated into sterling using the average exchange rate for the year. Where
this average is not a reasonable approximation of the cumulative effect of the rate prevailing on the transaction date, the exchange rate on
the transaction date is used. Exchange differences on translation into sterling arising since 1 January 2004 are recognised as a separate
component of equity. On disposal of a subsidiary, any cumulative exchange differences held in equity are transferred to the consolidated
income statement.
On the repayment of a quasi equity loan, the proportionate share of the cumulative amount of the exchange differences on the loan
recognised in other comprehensive income is not reclassified to the consolidated income statement unless the Group loses control over
the entity to which the quasi equity loan related.
The principal exchange rates against sterling used in these consolidated financial statements are as follows:
Euro 1.15 1.19 1.17 1.17
US dollar 1.60 1.54 1.55 1.54
Average
2011
Closing
2011
Average
2010
Closing
2010
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Rexam annual report 2011
notes to the consolidated financial statements
1 principal accounting policies continued
revenue recognition and other income
Revenue from the sale of goods is measured at the fair value of the consideration, net of rebates and trade discounts. Revenue from the
sale of goods is recognised when the Group has transferred the significant risks and rewards of ownership of the goods to the buyer,
when the amount of revenue can be measured reliably and when it is probable that the economic benefits associated with the transaction
will flow to the Group, typically on delivery of goods. The Group makes certain advance payments to customers in relation to contracts
which are charged against sales in the consolidated income statement over their useful economic lives, typically being the contract term.
Other income includes licence income and project management fees for the construction of manufacturing lines and equipment
on behalf of customers.
exceptional items
Items which are exceptional, being material in terms of size and/or nature, are presented separately from underlying business
performance in the consolidated income statement. The separate reporting of exceptional items helps provide an indication of the Group’s
underlying business performance. The principal events which may give rise to exceptional items include the restructuring and integration
of businesses, significant changes to retirement benefit obligations, gains or losses on the disposal of businesses, goodwill impairments,
major asset impairments and disposals and significant litigation and tax claims.
retirement benefit obligations
The Group operates defined benefit pension plans and defined contribution pension plans.
A defined benefit pension plan is one that specifies the amount of pension benefit that an employee will receive on retirement. The Group
operates both funded defined benefit pension plans, where actuarially determined payments are made to trustee administered funds, and
unfunded defined benefit pension plans, where no such payments are made. The asset or liability recognised in the consolidated balance
sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation less, for funded schemes, the fair
value of plan assets at the balance sheet date. The defined benefit obligation is calculated, at least triennially, by independent actuaries
using the projected unit credit method and is determined by discounting the estimated future cash outflows using interest rates of high
quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity
approximating to the terms of the related pension liability. The current service cost and gains and losses on settlements and curtailments
are included in operating expenses in the consolidated income statement. Past service costs are similarly included where the benefits
have vested, otherwise they are amortised on a straight line basis over the vesting period. The pension element of the net finance cost in
the consolidated income statement comprises the expected return on assets of funded defined benefit pension plans, less administration
expenses of pension plans, and the interest on pension plan liabilities. Differences between the actual and expected return on assets,
experience gains and losses and changes in actuarial assumptions are included in the consolidated statement of comprehensive income.
A defined contribution plan is one under which fixed contributions are paid to a third party. The Group has no further payment obligations
once these contributions have been paid. The contributions are recognised in the consolidated income statement when they are due.
Prepaid contributions are recognised in the consolidated balance sheet as an asset to the extent that a cash refund or a reduction in future
payments is likely.
The Group also provides post retirement healthcare benefits (retiree medical) to certain of its current and former employees. The entitlement
to these benefits is usually conditional on an employee remaining in service up to retirement age and the completion of a minimum service
period. The consolidated income statement and consolidated balance sheet accounting treatment with respect to retiree medical is similar
to that for defined benefit pension plans. These obligations are valued by independent actuaries, usually on an annual basis.
share based payment
The Group operates equity and cash settled share option schemes. For equity settled share options, the services received from employees
are measured by reference to the fair value of the share options. The fair value is calculated at grant date and recognised in the
consolidated income statement, together with a corresponding increase in equity, on a straight line basis over the vesting period, based
on an estimate of the number of options that will eventually vest. Vesting conditions, which comprise service conditions and performance
conditions, are not taken into account when estimating the fair value. All non vesting conditions are included in the fair value. For cash
settled share options, the services received from employees are measured at the fair value of the liability and recognised in the
consolidated income statement on a straight line basis over the vesting period. The fair value of the liability is measured at each balance
sheet date and at the date of settlement with changes in fair value recognised in the consolidated income statement. IFRS2 ‘Share based
Payment’ has been applied to equity settled share options granted after 7 November 2002 and to all cash settled share options.
The Rexam Employee Share Trust holds ordinary shares in Rexam PLC which are presented in the consolidated balance sheet
as a deduction from equity.

1 principal accounting policies continued
interest
Interest on cash and cash equivalents and borrowings held at amortised cost is recognised in the consolidated income statement using
the effective interest method. Interest includes exchange differences arising on cash and cash equivalents and borrowings, where such
exchange differences are recognised in the consolidated income statement. Interest includes all fair value gains and losses on derivative
financial instruments, and corresponding adjustments to hedged items under designated fair value hedging relationships, where
they relate to financing activities and are recognised in the consolidated income statement. Interest relating to payments made over
an extended period of development of large capital projects is added to the capital cost and amortised over the expected lives
of those projects.
Non hedge accounted financing derivative financial instruments fair value changes and hedge ineffectiveness on financing derivative
financial instruments are separately disclosed, within interest, on the face of the consolidated income statement.
segment reporting
Operating segments are reported in a manner consistent with internal reporting provided to the chief operating decision maker. The chief
operating decision maker has been identified as the executive leadership team, which comprises the executive directors and certain senior
executives. The executive leadership team is responsible for assessing the performance of the operating segments for the purpose of
making decisions about resources to be allocated. Operating segments are combined for external reporting purposes where they have
similar economic characteristics, and the nature of products and production processes, the type and class of customers and the methods
to distribute products are all similar.
goodwill
Goodwill represents the excess of the cost of an acquisition over the Group’s interest in the fair value of the identifiable assets and
liabilities of the acquiree at the date of acquisition. Goodwill is tested for impairment at 31 December each year and at any time where
there is any indication that goodwill may be impaired. Goodwill is carried at cost less accumulated impairment losses. At the date of
acquisition, goodwill is allocated to cash generating units for the purpose of impairment testing. Goodwill arising on acquisitions on or
before 31 December 1997 has been deducted from equity. Gains and losses on the disposal of a business include the carrying amount
of goodwill relating to the business sold except for any goodwill deducted from equity. Goodwill arising on the acquisition of subsidiaries
is presented in goodwill and goodwill arising on the acquisition of associates and joint ventures is presented in investments in associates
and joint ventures. Internally generated goodwill is not recognised as an asset.
other intangible assets
Other intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation begins when
an asset is available for use and is calculated on a straight line basis to allocate the cost of the asset over its estimated useful life as follows:
Computer software acquired 2 to 3 years
Computer software developed Up to 7 years
Customer contracts and relationships acquired 5 to 20 years
Technology and patents acquired 5 to 20 years
Other development projects Up to 5 years
The cost of intangible assets acquired in an acquisition is the fair value at acquisition date. The cost of separately acquired intangible
assets, including computer software, comprises the purchase price and any directly attributable costs of preparing the asset for use.
Computer software development costs that are directly associated with the implementation of major business systems are capitalised as
intangible assets. Expenditure on research is recognised as an expense in the consolidated income statement as incurred. Expenditure
incurred on other development projects is capitalised as an intangible asset if it is probable that the expenditure will generate future
economic benefits and can be measured reliably.
The amortisation of certain acquired intangible assets, comprising acquired customer contracts and relationships and technology and
patents, is separately disclosed within operating profit on the face of the consolidated income statement.
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notes to the consolidated financial statements
1 principal accounting policies continued
property, plant and equipment
Property, plant and equipment is carried at cost less accumulated depreciation and accumulated impairment losses. Cost comprises
purchase price and directly attributable costs. Freehold land and assets under construction are not depreciated. For all other property,
plant and equipment, depreciation is calculated on a straight line basis to allocate cost, less residual value of the assets, over their
estimated useful lives as follows:
Freehold buildings Up to 50 years
Leasehold buildings Shorter of 50 years or lease term
Manufacturing machinery 7 to 17 years
Computer hardware Up to 8 years
Fixtures, fittings and vehicles 4 to 10 years
Residual values and useful lives are reviewed at least at each financial year end.
impairment of assets
This policy applies to all assets except inventories, deferred tax assets, financial assets and non current assets classified as held for sale.
At each balance sheet date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of
impairment exists, the Group makes an estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable
amount the asset is written down to its recoverable amount. Recoverable amount is the higher of fair value less costs to sell and value
in use and is determined for an individual asset (see also accounting policy for assets and liabilities classified as held for sale and
discontinued operations below). If the asset does not generate cash inflows that are largely independent of those from other assets or
groups of assets, the recoverable amount of the cash generating unit to which the asset belongs is determined. Discount rates reflecting the
asset specific risks and the time value of money are used for the value in use calculation. When an asset is written down to its recoverable
amount the impairment loss is recognised in the consolidated income statement in the year in which it is incurred. Impairment losses
incurred in a cash generating unit or group of cash generating units are applied against the carrying amount of any goodwill allocated
to the units. Where no goodwill exists, the impairment losses reduce the other non current assets of the cash generating units. Should
circumstances change which result in a reversal of a previous impairment, the value of the asset is increased and the reversal is recognised
in the consolidated income statement in the year in which it occurs. The increase in the carrying amount of the asset is limited to the
amount which would have been recorded had no impairment been recognised in prior years. Impairment losses applied to goodwill
are not reversed.
inventories
Inventories are measured at the lower of cost and net realisable value. Cost is determined on a first in first out or a weighted average cost
basis. Cost comprises directly attributable purchase and conversion costs and an allocation of production overheads based on normal
operating capacity. Net realisable value is the estimated selling price less estimated costs to completion and selling costs.
cash and cash equivalents
Cash and cash equivalents for the purposes of the consolidated cash flow statement comprise cash at bank and in hand, bank and money
market deposits and other short term highly liquid investments generally with original maturities of three months or less and bank
overdrafts. Bank overdrafts are presented in borrowings within current liabilities in the consolidated balance sheet.
assets and liabilities classified as held for sale and discontinued operations
Assets and liabilities are classified as held for sale when their carrying amount is to be recovered principally through a sale transaction
and the sale is highly probable. Assets and liabilities classified as held for sale are stated at the lower of carrying amount and fair value
less costs to sell. They are not depreciated or amortised. Operations are classified as discontinued when they are either disposed or
are part of a single coordinated plan to dispose, and represent a major line of business or geographical area of operation.
grants
Grants received in respect of property, plant and equipment are capitalised and released to the consolidated income statement in equal
instalments over the estimated useful lives of the related assets.
leases
Leases are classified as finance leases where substantially all the risks and rewards of ownership are transferred to the Group. Finance
leases are capitalised at the inception of the lease at the lower of the fair value of the leased asset and the present value of the minimum
lease payments. Lease payments are apportioned between the liability and finance charge to produce a constant rate of interest on the
finance lease balance outstanding. Assets capitalised under finance leases are depreciated over the shorter of the useful life of the
asset and the lease term. Leases other than finance leases are classified as operating leases. Payments made under operating leases
are recognised as an expense in the consolidated income statement on a straight line basis over the lease term. Any incentives to enter
into operating leases are recognised as a reduction of rental expense over the lease term on a straight line basis.

1 principal accounting policies continued
income taxes
The tax expense represents the sum of current tax, non current tax and deferred tax.
Current tax and non current tax are based on taxable profit for the year. Taxable profit differs from net profit as reported in the
consolidated income statement because it excludes items of income or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible.
Deferred tax is recognised in full, using the liability method, on temporary differences arising between the tax base of assets and liabilities
and their carrying amounts in the consolidated financial statements. Deferred tax arising from initial recognition of an asset or liability
in a transaction, other than an acquisition, that at the time of the transaction affects neither accounting nor taxable profit or loss, is not
recognised. Deferred tax is measured using tax rates that have been enacted or substantively enacted at the balance sheet date and are
expected to apply when the asset is realised or the liability is settled. Deferred tax assets are recognised to the extent that it is probable
that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax is provided on temporary
differences arising on investments in subsidiaries, associates and joint ventures, except where the Group is able to control the timing
of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Tax is recognised in the consolidated income statement, unless the tax relates to items recognised directly in equity, in which case the
tax is recognised directly in equity through the consolidated statement of comprehensive income.
provisions
Provisions are recognised when a present obligation exists in respect of a past event and where the amount can be reliably estimated.
Provisions for restructuring are recognised for direct expenditure on business reorganisations where plans are sufficiently detailed and
well advanced, and where appropriate communication to those affected has been undertaken on or before the balance sheet date.
Provisions are discounted where the time value of money is considered to be material.
dividends
Final equity dividends to the shareholders of Rexam PLC are recognised in the period that they are approved by the shareholders.
Interim equity dividends are recognised in the period that they are paid.
financial instruments
Financial instruments that are measured at fair value are disclosed in the consolidated financial statements in accordance with the
following fair value measurement hierarchy:
(i) Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
(ii) Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices)
or indirectly (that is, derived from prices) (level 2).
(iii) Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation
techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates.
If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Derivative financial instruments are measured at fair value. Derivative financial instruments utilised by the Group include interest rate
swaps, cross currency swaps, forward foreign exchange contracts and forward aluminium, resin and energy commodity contracts.
Certain derivative financial instruments are designated as hedges in line with the Group’s risk management policies. Hedges are classified
as follows:
(i) Fair value hedges where they hedge the exposure to changes in the fair value of a recognised asset or liability.
(ii) Cash flow hedges where they hedge exposure to variability in cash flows that is attributable to a particular risk associated
with a recognised asset or liability or a forecasted transaction.
(iii) Net investment hedges where they hedge exposure to changes in the value of the Group’s interests in the net assets of
foreign operations.
For fair value hedges, any gain or loss from remeasuring the hedging instrument at fair value is recognised in the consolidated income
statement. Any gain or loss on the hedged item attributable to the hedged risk is adjusted against the carrying amount of the hedged item
and similarly recognised in the consolidated income statement.
For cash flow hedges and net investment hedges, the portion of the gain or loss on the hedging instrument that is determined to be an
effective hedge is recognised in equity, with any ineffective portion recognised in the consolidated income statement. When hedged
cash flows result in the recognition of a non financial asset or liability, the associated gains or losses previously recognised in equity
are included in the initial measurement of the asset or liability. For all other cash flow hedges, the gains or losses that are recognised in
equity are transferred to the consolidated income statement in the same period in which the hedged cash flows affect the consolidated
income statement.
Any gains or losses arising from changes in fair value of derivative financial instruments not designated as hedges are recognised
immediately in the consolidated income statement.
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notes to the consolidated financial statements
1 principal accounting policies continued
Gains and losses on derivative financial instruments related to operating activities are included in operating profit when recognised in the
consolidated income statement. Gains and losses on derivative financial instruments related to financing activities are included in interest
when recognised in the consolidated income statement.
Borrowings are measured at amortised cost except where they are hedged by an effective fair value hedge, in which case the carrying
value is adjusted to reflect the fair value movements associated with the hedged risk. Where borrowings are used to hedge the Group’s
interests in the net assets of foreign operations, the portion of the exchange gain or loss on the borrowings that is determined to be an
effective hedge is recognised in equity.
Upfront fees paid on the establishment of loan facilities are initially capitalised as transaction costs of the loan and amortised in interest
over the expected term of the loan. Ongoing commitment fees are expensed in interest as incurred.
Available for sale financial assets are measured at fair value. Unrealised gains and losses are recognised in equity except for impairment
losses, interest and dividends arising from those assets which are recognised in the consolidated income statement.
Trade and other receivables are initially measured at fair value and subsequently measured at amortised cost less any provision for
impairment. They are discounted when the time value of money is considered material. Trade and other payables are measured at cost.
2 segment analysis
For internal reporting, Rexam is organised into three operating segments for Beverage Cans based on the geographical locations of
Europe and Asia, North America and South America, and into one operating segment for Plastic Packaging. For external reporting,
the three operating segments for Beverage Cans are combined into one reportable segment.
Beverage Cans comprise aluminium and steel cans for a wide variety of beverages including carbonated soft drinks, energy drinks and
beer. Plastic Packaging comprises rigid plastic products for customers in the healthcare and personal care markets.
The Closures division has been reported as discontinued operations in the segment information set out below.
(i) segment information 2011
Sales
£m
Underlying
operating
profit
£m
Underlying
return on
sales
%
Underlying
return on
net assets
%
Exceptional
and other
items 1
£m
Continuing operations
Beverage Cans 3,786 447 11.8 31.6 (7) 440
Plastic Packaging 948 102 10.8 23.3 (35) 67
Total reportable segments 4,734 549 11.6 29.7 (42) 507
Share of post tax profits of associates and joint ventures 9
Retirement benefit obligations net finance cost (16)
Net interest expense (69)
Profit before tax 431
Tax (128)
Profit for the financial year from continuing operations 303
Discontinued operations
Profit for the financial year from discontinued operations (note 10) 73
Total profit for the financial year 376
Assets
£m
Liabilities
£m
Capital
expenditure
£m
Depreciation and
amortisation
£m
Impairment:
intangible
assets
£m
Profit
£m
Impairment:
property, plant
and equipment 2
£m
Continuing operations
Beverage Cans 3,488 (771) 174 134 – 4
Plastic Packaging 1,532 (249) 65 83 – 2
Total reportable segments 5,020 (1,020) 239 217 – 6
Associates and joint ventures 70 – – – – –
Unallocated assets and liabilities 1,034 (2,785) – – – –
Total continuing operations 6,124 (3,805) 239 217 – 6
Discontinued operations (note 10) – – 10 – 20 14
6,124 (3,805) 249 217 20 20
1 Other items comprise the amortisation of certain acquired intangible assets.
2 Net of impairment reversals.

2 segment analysis continued
Share of post tax profits of associates and joint ventures are wholly attributable to Beverage Cans. Segment assets are disclosed after
deducting inter segment assets of £3m for Beverage Cans and £1m for Plastic Packaging. Segment liabilities are disclosed after deducting
inter segment liabilities of £3m for Beverage Cans and £1m for Plastic Packaging. The assets of associates and joint ventures are wholly
attributable to Beverage Cans.
Underlying operating profit comprises operating profit from continuing operations before exceptional items and the amortisation of certain
acquired intangible assets. Underlying operating profit from continuing operations is included as it is felt that adjusting operating profit
for exceptional items and the amortisation of certain acquired intangible assets provides a better indication of the Group’s performance.
Underlying return on sales comprises underlying operating profit from continuing operations divided by sales from continuing operations.
Underlying return on net assets is based on underlying operating profit plus share of associates and joint ventures after tax divided by the
average of opening and closing net assets after adding back retirement benefit obligations (net of tax) and net borrowings and excluding
goodwill and certain acquired intangible assets.
Non specific central costs are allocated on the basis of underlying operating profit.
Unallocated assets comprise derivative financial instrument assets, deferred tax assets, pension assets, insurance backed assets and cash
and cash equivalents which are used as part of the Group’s financing offset arrangements. Unallocated liabilities comprise borrowings,
derivative financial instrument liabilities, current and non current tax, deferred tax liabilities and retirement benefit obligations.
(ii) segment information 2010
Sales
£m
Underlying
operating
profit
£m
Underlying
return on
sales
%
Underlying
return on
net assets
%
Exceptional
and other
items 1
£m
Continuing operations
Beverage Cans 3,677 394 10.7 27.6 (11) 383
Plastic Packaging 942 119 12.6 29.1 (29) 90
Total reportable segments 4,619 513 11.1 27.9 (40) 473
Share of post tax profits of associates and joint ventures 5
Retirement benefit obligations net finance cost (15)
Net interest expense (125)
Profit before tax 338
Tax (102)
Profit for the financial year from continuing operations 236
Discontinued operations
Loss for the financial year from discontinued operations (note 10) (112)
Total profit for the financial year 124
Assets
£m
Liabilities
£m
Capital
expenditure
£m
Depreciation and
amortisation
£m
Impairment:
goodwill
£m
Impairment:
intangible
assets
£m
Profit/
(loss)
£m
Impairment:
property, plant
and equipment 2
£m
Continuing operations
Beverage Cans 3,449 (683) 141 142 – – 6
Plastic Packaging 1,566 (268) 51 87 – – (3)
Total reportable segments 5,015 (951) 192 229 – – 3
Associates and joint ventures 61 – – – – – –
Unallocated assets and liabilities 711 (2,741) – – – – –
Total continuing operations 5,787 (3,692) 192 229 – – 3
Discontinued operations (notes 10, 22) 280 (50) 19 36 59 65 55
6,067 (3,742) 211 265 59 65 58
1 Other items comprise the amortisation of certain acquired intangible assets.
2 Net of impairment reversals.
Share of post tax profits of associates and joint ventures from continuing operations are wholly attributable to Beverage Cans. Segment
assets are disclosed after deducting inter segment assets of £2m for Beverage Cans and £1m for Plastic Packaging. Segment liabilities are
disclosed after deducting inter segment liabilities of £1m for Beverage Cans and £2m for Plastic Packaging. The assets of associates and
joint ventures are wholly attributable to Beverage Cans.
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notes to the consolidated financial statements
2 segment analysis continued
(iii) geographic and other information
2011
Sales
£m
2011
Non current
assets
£m
2010
Sales
£m
2010
Non current
assets
£m
Continuing operations
US 1,576 1,398 1,586 1,470
Brazil 747 482 700 432
Austria 327 86 288 91
Russia 281 191 267 208
Spain 226 93 218 102
UK 203 210 200 200
France 188 349 178 339
Germany 136 288 131 327
Other countries 1,050 847 1,051 841
4,734 3,944 4,619 4,010
Unallocated non current assets – 582 – 527
Total continuing operations 4,734 4,526 4,619 4,537
Discontinued operations 205 – 343 –
4,939 4,526 4,962 4,537
Sales are stated by external customer location. One customer, principally in Beverage Cans, contributed sales of £1,171m
(2010: £1,394m), and another Beverage Cans customer contributed sales of £507m (2010: £610m).
Unallocated non current assets comprise derivative financial instrument assets, pension assets, insurance backed assets and deferred
tax assets.
3 operating expenses
2011
Continuing
operations
underlying
£m
2011
Continuing
operations
exceptional
and other
items 1
£m
2011
Continuing
operations
total
£m
2011
Discontinued
operations
total
£m
2010
Continuing
operations
underlying
£m
2010
Continuing
operations
exceptional
and other
items 1
£m
2010
Continuing
operations
total
£m
2010
Discontinued
operations
total
£m
Raw materials used (2,520) – (2,520) (107) (2,371) – (2,371) (169)
Changes in inventories of WIP and finished goods (7) – (7) 1 (10) – (10) (5)
Employee benefit expense (731) (8) (739) (43) (730) – (730) (80)
Depreciation of property, plant and equipment (179) – (179) – (183) – (183) (21)
Amortisation of intangible assets (12) (26) (38) – (14) (32) (46) (15)
Impairment of goodwill – – – – – – – (59)
Impairment of intangible assets – – – (20) – – – (65)
Impairment of property, plant and equipment
Reversal of impairment of property,
(5) (2) (7) (14) (6) – (6) (55)
plant and equipment 1 – 1 – – 3 3 –
Freight costs (222) – (222) (6) (224) – (224) (10)
Operating lease rental expense (33) – (33) (3) (33) – (33) (6)
Operating lease rental income 2 – 2 – 2 – 2 –
Other operating expenses (500) (6) (506) (39) (552) (11) (563) (37)
Other operating income 21 – 21 – 15 – 15 2
(4,185) (42) (4,227) (231) (4,106) (40) (4,146) (520)
1 Other items comprise the amortisation of certain acquired intangible assets.
Operating expenses include research and development expenditure of £17m from continuing operations and £2m from discontinued
operations (2010: £16m and £3m); and fair value gains on forward foreign exchange contracts not hedge accounted of £2m from
continuing operations (2010: £3m).

4 employee costs and numbers
(i) employee benefit expense
Continuing operations
Wages and salaries (611) (615)
Social security (85) (80)
Share based payment (19) (11)
Retirement benefit obligations (24) (24)
Total continuing operations (739) (730)
Discontinued operations (43) (80)
(782) (810)
(ii) key management compensation (including directors of Rexam PLC)
Salaries and short term employee benefits (10) (10)
Post employment benefits (1) (1)
Share based payment (4) (2)
(15) (13)
Key management comprises all directors of Rexam PLC and band 1 executives. For details of directors’ remuneration see the
remuneration report.
A member of key management has an outstanding loan of £0.5m at 31 December 2011 (2010: £0.5m). The remaining term of the loan
is 13 years (2010: 14 years) and is on a secured arms length basis. Interest charged on the loan during the year was £26,000
(2010: £26,000).
(iii) average number of employees
2011
£m
2011
£m
2011
Number
2010
£m
2010
£m
2010
Number
Continuing operations
Beverage Cans 7,600 7,500
Plastic Packaging 11,400 12,100
Total continuing operations 19,000 19,600
Discontinued operations 1,200 2,100
20,200 21,700
2011
Number
2010
Number
Continuing operations
US 4,500 4,600
China 4,300 4,900
France 2,300 2,300
Brazil 2,000 1,800
Germany 1,100 1,100
Russia 700 700
UK 600 600
Other countries 3,500 3,600
Total continuing operations 19,000 19,600
Discontinued operations 1,200 2,100
20,200 21,700
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Rexam annual report 2011
notes to the consolidated financial statements
5 auditors’ remuneration
Fees payable to PricewaterhouseCoopers LLP for the audit of the consolidated financial statements 0.9 0.8
Statutory audit fees payable to associate members of PricewaterhouseCoopers LLP 2.5 2.5
Total audit fees 3.4 3.3
Audit related assurance services 0.2 0.2
Other assurance services 2.2 –
Tax advisory services 0.3 0.4
Tax compliance services – 0.1
All other non audit services 0.5 0.6
2011
£m
2010
£m
6.6 4.6
Included in total audit fees are amounts payable to associate members of PricewaterhouseCoopers LLP of £0.1m in relation to discontinued
operations (2010: £0.2m). Other assurance services comprise assurance reporting on historic financial information required for business
disposals.
6 exceptional items – continuing operations
Restructuring (14) (11)
Impairment of property, plant and equipment (net of reversals) (2) 3
Exceptional items before tax (16) (8)
Tax on exceptional items 4 1
Total exceptional items after tax (12) (7)
Exceptional items before tax include £9m (2010: £6m) for restructuring costs and £2m for impairment of property, plant and equipment
(2010: £3m reversal of impairment) in Plastic Packaging in respect of previously announced plant closures and restructuring of some of the
remaining continuing businesses following the disposal of the Closures division. They also include £5m (2010: £5m) of restructuring costs
in Beverage Cans in respect of previously announced plant closures.
7 interest
Interest expense
Bank overdrafts (9) (8)
Bank loans (8) (26)
US public bond (24) (25)
US private placement (9) (9)
Subordinated bond (45) (41)
Medium term notes (25) (31)
Interest on financing derivatives 24 21
Foreign exchange (losses)/gains (3) 2
Underlying interest expense (99) (117)
Fair value gains/(losses) on financing derivatives 23 (12)
Interest income
(76) (129)
Cash and cash equivalents 7 4
Bank loans in 2010 included £10m of capitalised facility fees written off on the cancellation of related bank facilities.
2011
£m
2011
£m
2010
£m
2010
£m

7 interest continued
An analysis of fair value gains/(losses) on financing derivatives is set out below.
Fair value hedges
Interest rate swaps (3) (1)
Cross currency swaps 30 11
Fair value adjustment to borrowings (18) (5)
Not hedge accounted
9 5
Interest rate swaps 5 (7)
Cross currency swaps 9 (10)
14 (17)
Fair value gains/(losses) on financing derivatives 23 (12)
The net gain on fair value hedges of £9m (2010: £5m) represents the total hedge ineffectiveness for the year.
8 tax
(i) tax included in the consolidated income statement
2011
Underlying
profit
£m
2011
Exceptional
and other
items 1
£m
2011
Total
£m
2010
Underlying
profit
£m
2011
£m
2010
Exceptional
and other
items 1
£m
Continuing operations
Current and non current tax (82) (5) (87) (82) 6 (76)
Adjustment in respect of prior years 2 – 2 7 – 7
Current and non current tax (80) (5) (85) (75) 6 (69)
Origination and reversal of temporary differences (55) 12 (43) (38) 8 (30)
Adjustment in respect of prior years – – – (3) – (3)
Deferred tax (55) 12 (43) (41) 8 (33)
Total continuing operations (135) 7 (128) (116) 14 (102)
Discontinued operations (5) 39 34 (9) 74 65
(140) 46 (94) (125) 88 (37)
1 Other items comprise the amortisation of certain acquired intangible assets and fair value changes on financing derivatives.
(ii) tax credited/(charged) in equity
Actuarial losses 30 24
Cash flow hedges 28 (4)
Annuitisation of certain pension obligations (1) –
Tax included in equity 57 20
2011
£m
2010
£m
2010
Total
£m
2010
£m
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notes to the consolidated financial statements
8 tax continued
(iii) tax reconciliation
A reconciliation of the tax charge applicable to the Group’s profit/(loss) before tax on continuing operations at the UK statutory rate of
26.5% (2010: 28%) with the tax charge on continuing operations based on the Group’s effective rate is set out below.
2011
Underlying
profit/tax
£m
2011
Exceptional
and other
items 1
£m
2011
Total
£m
2010
Underlying
profit/tax
£m
2010
Exceptional
and other
items 1
£m
Profit/(loss) before tax on continuing operations 450 (19) 431 390 (52) 338
Tax on continuing operations at the UK statutory rate (119) 5 (114) (109) 14 (95)
Non deductible and non taxable items (2) (1) (3) 6 (2) 4
(Higher)/lower domestic tax rates on overseas earnings (16) 3 (13) (17) 2 (15)
Tax overprovided in prior years 2 – 2 4 – 4
Tax in the consolidated income statement (135) 7 (128) (116) 14 (102)
Effective rate of tax on continuing operations 30% 30% 30% 30%
1 Other items comprise the amortisation of certain acquired intangible assets and fair value changes on financing derivatives.
(iv) analysis of deferred tax
Deferred tax assets 294 252
Deferred tax liabilities (63) (77)
Net deferred tax assets 231 175
Retirement
benefit
obligations
£m
Tax
losses
£m
Accelerated
tax
depreciation
£m
Goodwill
and other
intangible assets
£m
2011
£m
Other
temporary
differences
£m
At 1 January 2011 146 59 (90) 50 10 175
Exchange differences – – (1) 2 1 2
(Charge)/credit for the year (7) (22) (15) 25 15 (4)
Credit to equity 30 – – – 28 58
At 31 December 2011 169 37 (106) 77 54 231
At 1 January 2010 117 61 (106) 12 18 102
Exchange differences 4 2 (1) 1 1 7
Credit/(charge) for the year 1 (4) 13 37 (6) 41
Credit/(charge) to equity 24 – – – (4) 20
Transfer to liabilities classified as held for sale – – 4 – 1 5
At 31 December 2010 146 59 (90) 50 10 175
Deferred tax assets and liabilities are presented as non current in the consolidated balance sheet. Of the total deferred tax assets,
£36m (2010: £29m) are recoverable within one year. Deferred tax assets and liabilities are only offset where there is a legally enforceable
right of offset and there is an intention to settle the balance net.
Deferred tax assets have been recognised where it is probable that they will be recovered. In recognising deferred tax assets, the
Group has considered if it is more likely than not that sufficient future profits will be available to absorb tax losses and other temporary
differences. Deferred tax assets of £80m (2010: £61m) have not been recognised in respect of losses and other temporary differences due
to the uncertainty of the availability of suitable profits in the foreseeable future. The principal items on which no deferred tax assets have
been recognised are tax losses, including capital losses, of £288m (2010: £227m) of which £57m (2010: £nil) expire within five years.
No deferred tax has been recognised on the unremitted earnings of overseas subsidiaries except where it is probable that the temporary
difference will reverse in the forseeable future. If the earnings were remitted in full, tax of £20m (2010: £25m) would be payable.
2010
Total
£m
2010
£m
Total
£m

9 earnings/(loss) per share
(i) basic and diluted earnings/(loss) per share
Continuing operations 34.7 34.5 27.1 27.0
Discontinued operations 8.4 8.3 (12.9) (12.9)
Total 43.1 42.8 14.2 14.1
Profit/(loss) for the financial year attributable to equity shareholders of Rexam PLC
Continuing operations 303 237
Discontinued operations 73 (113)
Total 376 124
Weighted average number of shares in issue 872.6 875.6
Dilution on conversion of outstanding share options 6.2 2.6
Weighted average number of shares in issue on a diluted basis 878.8 878.2
(ii) underlying earnings per share
Continuing operations 36.1 31.4
Discontinued operations 0.9 1.4
Total 37.0 32.8
Basic
2011
Pence
2011
Continuing
operations
£m
Diluted
2011
Pence
2011
Discontinued
operations
£m
Basic
2010
Pence
2011
£m
2011
Millions
2011
Pence
2010
Continuing
operations
£m
Diluted
2010
Pence
2010
£m
2010
Millions
2010
Pence
2010
Discontinued
operations
£m
Underlying profit before tax 450 13 390 22
Tax on underlying profit (135) (5) (116) (9)
Underlying profit for the financial year 315 8 274 13
Attributable to:
Shareholders of Rexam PLC 315 8 275 12
Non controlling interests – – (1) 1
315 8 274 13
Underlying earnings per share is based on underlying profit for the financial year attributable to shareholders of Rexam PLC divided by the
weighted average number of shares in issue. Underlying profit for the financial year is profit before exceptional items, the amortisation of
certain acquired intangible assets and fair value changes on financing derivatives. Underlying earnings per share is included as it is felt
that adjusting basic earnings per share for exceptional items, the amortisation of certain acquired intangible assets and fair value changes
on financing derivatives provides a better indication of the Group’s performance.
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notes to the consolidated financial statements
10 discontinued operations
The sale of the discontinued Closures division completed on 1 September 2011. In 2010 the division was reported in the consolidated
balance sheet within assets and liabilities classified as held for sale.
A summary of results, exceptional items, profit on disposal, cash flows and other comprehensive loss are set out below.
(i) summary of results
Sales 205 343
Operating expenses (231) (520)
Underlying operating profit 13 22
Exceptional items (note ii) (39) (185)
Amortisation of certain acquired intangible assets – (14)
Loss before tax (26) (177)
Tax on underlying profit (5) (9)
Tax on exceptional items (note ii) 13 68
Tax on amortisation of certain acquired intangible assets – 6
Tax 8 65
Loss after tax (18) (112)
Profit on disposal (note iii) 91 –
Net profit/(loss) 73 (112)
(ii) exceptional items
Impairment of Closures (28) (171)
Other impairment (6) (8)
Restructuring (5) (6)
Exceptional items before tax (39) (185)
Tax on impairment of Closures 10 63
Tax on other impairment and restructuring 3 5
Exceptional items after tax (26) (117)
Impairment of Closures comprises goodwill of £nil (2010: £59m), intangible assets of £16m (2010: £65m) and property, plant and
equipment of £12m (2010: £47m). Other impairment in 2011 comprises £4m related to the write off of certain software licenses and £2m
related to the write down of a plastic packaging plant in Poland. Other impairment in 2010 of £8m comprised the closure of a facility in
Constantine, US.
(iii) profit on disposal
2011
£m
Gross proceeds (net of costs of £10m) 207
Cash and cash equivalents disposed (2)
Net cash inflow in the cash flow statement 205
Net assets disposed (net of tax) (197)
Accrued costs (6)
Exchange differences recognised in the income statement on disposal 89
Profit on disposal 91
(iv) cash flows
Net cash flows from operating activities (19) 30
Net cash flows from investing activities (14) (12)
Net cash flows from financing activities (1) –
Net cash (outflow)/inflow (34) 18
2011
£m
2011
£m
2011
£m
2010
£m
2010
£m
2010
£m

10 discontinued operations continued
(v) other comprehensive loss
Exchange differences recognised in the income statement on disposal (89) –
Disposal of non controlling interests (2) –
Total other comprehensive loss (91) –
11 equity dividends
Interim dividend for 2011 of 4.7p paid on 4 October 2011 41 –
Final dividend for 2010 of 8.0p paid on 7 June 2011 70 –
Interim dividend for 2010 of 4.0p paid on 5 October 2010 – 35
Final dividend for 2009 of 8.0p paid on 3 June 2010 – 70
2011
£m
2011
£m
2010
£m
2010
£m
111 105
A final dividend per equity share of 9.7p has been proposed for 2011 and, subject to shareholder approval, is payable on 7 June 2012.
The proposed final dividend has not been accrued in these consolidated financial statements.
12 goodwill
(i) summary
Cost
At 1 January 1,852 2,085
Exchange differences (15) 30
Transfer to assets classified as held for sale – (263)
At 31 December 1,837 1,852
Impairment
At 1 January (4) (199)
Exchange differences 1 (9)
Impairment of Closures – (59)
Transfer to assets classified as held for sale – 263
At 31 December (3) (4)
Carrying value at 31 December 1,834 1,848
The carrying value of goodwill at 31 December is allocated to cash generating units or groups of cash generating units (CGUs) as set out
below.
Europe 639 647
US 367 367
Brazil 197 197
Russia 42 44
Egypt 33 35
Mexico 7 7
Beverage Cans 1,285 1,297
Healthcare 327 330
Personal Care 222 221
Plastic Packaging 549 551
Carrying value at 31 December 1,834 1,848
2011
£m
2011
£m
2010
£m
2010
£m
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notes to the consolidated financial statements
12 goodwill continued
(ii) impairment testing
The recoverable amounts of CGUs or groups of CGUs were determined based on value in use calculations at 31 December 2011.
The cash flow projections used in these calculations are based on the Group’s financial budget for 2012, as approved by the board in
December 2011, and the Group’s financial plans in respect of 2013 and 2014. As highlighted in the principal accounting policies, the
calculation of value in use requires the use of estimates which, although based on management’s best knowledge, may ultimately differ
from actual results.
Key assumptions
The key assumptions for the value in use calculations are:
(a) Discount rates. The pre tax discount rates used in the value in use calculations are set out in the table below. These discount rates are
derived from the Group’s pre tax weighted average cost of capital (WACC), as adjusted for the specific risks relating to each region in
which the CGUs operate. The Group’s pre tax WACC fell by 1% due primarily to a fall in the underlying risk free rate.
Europe 10 11
US 10 11
Brazil 13 15
Russia 15 18
China 13 14
Egypt 20 21
Mexico 14 16
(b) Growth rates. Cash flows beyond the three year planning horizon have been extrapolated using growth rates ranging between
1.6% and 7.5%. The growth rates used do not exceed the medium to long term GDP growth rates relating to each region in which
the CGUs operate.
(c) Operating profit. Forecasts for sales and margins are based on analyses of sales, markets, costs and competitors. Consideration is
given to past experience and knowledge of future contracts. Forecasts for aluminium and resin are based on forward prices and time
projections after taking into account pass through of costs and hedging. Forecasts for other raw materials and energy are based on
inflation forecasts and supply and demand factors.
Sensitivities
The recoverable amount of the goodwill allocated to the Personal Care CGUs was calculated using discount rates between 10% and 13%
and growth rates between 1.6% and 7.5% to reflect the different regions in which the CGUs operate. A comparison of the recoverable
amount with carrying value gave rise to minimal goodwill headroom. A 1% increase in discount rates would reduce the recoverable
amount by approximately £60m. Similarly, a 1% decrease in either growth rates or operating profit would reduce the recoverable amount
by approximately £70m and £10m, respectively.
With respect to all other CGUs or groups of CGUs, management considers that no reasonably possible change in any of the key
assumptions would cause the recoverable amount of goodwill to fall below carrying value.
2011
%
2010
%

13 other intangible assets
Computer
software
acquired
£m
Computer
software
developed
£m
Customer
contracts and
relationships
acquired
£m
Technology
and patents
acquired
£m
Other
development
projects
£m
Cost
At 1 January 2011 98 24 346 127 16 611
Exchange differences (1) – (3) (1) – (5)
Additions 4 – – – 1 5
Disposals (5) (4) – – (1) (10)
At 31 December 2011 96 20 343 126 16 601
Accumulated amortisation
At 1 January 2011 (71) (18) (86) (46) (7) (228)
Exchange differences 1 1 1 – – 3
Amortisation for the year (9) (2) (18) (8) (1) (38)
Disposals 5 4 – – – 9
Impairment (2) (2) – – – (4)
At 31 December 2011 (76) (17) (103) (54) (8) (258)
Carrying value at 31 December 2011 20 3 240 72 8 343
Cost
At 1 January 2010 95 26 498 188 13 820
Exchange differences (1) 1 19 6 – 25
Additions 9 – – – 2 11
Disposals (2) (1) – – – (3)
Transfers 1 – – – 2 3
Transfer to assets classified as held for sale (4) (2) (171) (67) (1) (245)
At 31 December 2010 98 24 346 127 16 611
Accumulated amortisation
At 1 January 2010 (65) (17) (91) (46) (6) (225)
Exchange differences 1 (1) (2) (1) – (3)
Amortisation for the year (11) (3) (32) (14) (1) (61)
Disposals 1 1 – – – 2
Impairment – – (65) – – (65)
Transfer to assets classified as held for sale 3 2 104 15 – 124
At 31 December 2010 (71) (18) (86) (46) (7) (228)
Carrying value at 31 December 2010 27 6 260 81 9 383
The impairment of £4m in 2011 comprises the write off of certain software licenses. The impairment of £65m in 2010 related to the
discontinued Closures division.
Total
£m
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notes to the consolidated financial statements
14 property, plant and equipment
Property
£m
Plant and
equipment
£m
Assets under
construction
£m
Cost
At 1 January 2011 579 2,289 127 2,995
Exchange differences (7) (23) (4) (34)
Additions 5 61 168 234
Disposals (2) (37) (2) (41)
Reclassifications 19 117 (136) –
At 31 December 2011 594 2,407 153 3,154
Accumulated depreciation
At 1 January 2011 (160) (1,264) – (1,424)
Exchange differences 1 12 – 13
Disposals – 34 – 34
Depreciation for the year (21) (158) – (179)
Impairment – (9) – (9)
Reversal of impairment – 1 – 1
At 31 December 2011 (180) (1,384) – (1,564)
Carrying value at 31 December 2011 414 1,023 153 1,590
Cost
At 1 January 2010 602 2,389 113 3,104
Exchange differences 4 13 2 19
Additions 3 43 154 200
Disposals (9) (48) (1) (58)
Transfers – 2 (3) (1)
Reclassifications 23 95 (118) –
Transfer to assets classified as held for sale (44) (205) (20) (269)
At 31 December 2010 579 2,289 127 2,995
Accumulated depreciation
At 1 January 2010 (150) (1,231) – (1,381)
Exchange differences (2) (5) – (7)
Disposals 3 43 – 46
Depreciation for the year (22) (182) – (204)
Impairment – (61) – (61)
Reversal of impairment – 3 – 3
Transfer to assets classified as held for sale 11 169 – 180
At 31 December 2010 (160) (1,264) – (1,424)
Carrying value at 31 December 2010 419 1,025 127 1,571
The carrying value of property, plant and equipment includes finance leased assets of £33m (2010: £34m) in respect of property
and £nil (2010: £1m) in respect of plant and equipment.
Of the impairment of £9m in 2011, £5m relates to the write down of assets on conversion from steel to aluminium in the Indian beverage
cans business and £4m relates to write downs of assets in Plastic Packaging in respect of previously announced plant closures and
restructuring in some of the remaining continuing businesses following disposal of the Closures division. In 2010 the impairment of £61m
comprised £6m on continuing operations and £55m in respect of the discontinued Closures division. Of the £6m from continuing
operations, £5m related to the write down of assets on conversion of plants from steel to aluminium in the European beverage cans
business and £1m related to over capacity in the Mexican beverage cans business.
The reversal of impairment of £1m in 2011 is an over provision relating to the write down of assets on conversion from steel to aluminium in
a Spanish beverage cans plant. The reversal of impairment in 2010 of £3m related to the North American plastic packaging business
whereby the proceeds from the sale of assets were higher than previously expected.
Total
£m

15 investments in subsidiaries
The principal subsidiaries, all of which are wholly owned, are shown below. An asterisk indicates that the capital is directly owned by
Rexam PLC. Subsidiaries incorporated in the UK are registered in England and Wales. All subsidiaries are included in the consolidated
financial statements.
Country of
incorporation
Principal area
of operation
Identity of
capital held
Nature of
business activities
Rexam Beverage Can Company US US Common stock Consumer packaging
Rexam Beverage Can Naro Fominsk LLC Russia Russia Capital stock Consumer packaging
Rexam Beverage Can South America SA Brazil South America Common stock Consumer packaging
Rexam do Brazil Ltda Brazil South America Quotas Consumer packaging
Rexam European Holdings Limited UK UK Ordinary shares Holding company
Rexam France SA France France Ordinary shares Consumer packaging
Rexam Group Holdings Limited UK UK Ordinary shares Holding company
Rexam Holdings AB Sweden Continental Europe Ordinary shares Holding company
Rexam Inc US US Common stock Holding company
Rexam Overseas Holdings Limited UK UK Ordinary shares Holding company
Rexam Plastic Packaging Inc US US Common stock Holding company
16 investments in associates and joint ventures
The principal associate and joint venture are set out below.
Country of
incorporation and
area of operation Issued capital Group share
Hanil Can Company Limited – associate South Korea 1.7m shares of 5,000 won each 40%
Controladora Envases Universales Rexam SA – joint venture Guatemala 334.5m shares of 1 quetzal each 50%
Associates
£m
Joint ventures
£m
At 1 January 2011 35 26 61
Share of post tax profits 4 5 9
At 31 December 2011 39 31 70
At 1 January 2010 31 23 54
Exchange differences 2 1 3
Share of post tax profits 2 3 5
Transfer to assets classified as held for sale – (1) (1)
At 31 December 2010 35 26 61
There is £3m of goodwill allocated to the joint venture in Guatemala (2010: £3m).
The following table sets out summary information on all associates and joint ventures on a 100% basis.
2011
Associates
£m
2011
Joint ventures
£m
2010
Associates
£m
Total
£m
2010
Joint ventures
£m
Sales 187 70 153 56
Profit after tax 11 9 5 5
Assets 161 73 150 62
Liabilities (64) (11) (63) (10)
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notes to the consolidated financial statements
17 available for sale financial assets
At 1 January 28 23
Exchange differences (1) 1
Income for the year 2 2
Changes in market value – 1
Cash injection – 3
Payments in respect of pension obligations (2) (2)
Disposals (25) –
At 31 December 2 28
Non current assets 1 27
Current assets 1 1
At 31 December 2 28
Available for sale financial assets at 31 December 2011 include £1m (2010: £27m) of investments used to satisfy certain US retirement
obligations, of which £nil (2010: £27m) comprises fixed rate listed investments, the fair values of which were determined directly by
reference to published price quotations in an active market, and £1m (2010: £nil) comprises cash and cash equivalents. Also included in
available for sale financial assets at 31 December 2011 are unlisted investments of £1m (2010: £1m).
Disposals comprise £23m of assets transferred to insurance backed assets and a £2m loss on the ‘buy in’ of insurance policies on the
transfer, as set out in note 18. The £2m is recognised in the consolidated statement of comprehensive income.
The carrying amounts of available for sale financial assets are denominated in the following currencies, which are the functional currencies
of the relevant subsidiaries.
US dollar 1 27
Euro 1 1
18 insurance backed assets
2011
£m
2011
£m
2011
£m
2010
£m
2010
£m
2 28
At 1 January – –
Exchange differences 1 –
Additions 23 –
Payments in respect of pension obligations (1) –
Actuarial gains 2 –
2010
£m
25 –
Non current assets 23 –
Current assets 2 –
At 31 December 25 –
The Group, through its subsidiary Rexam Inc, has a number of non qualified defined benefit pension plans in the US, some of which are
structured as Rabbi Trusts, whereby investments held by the Group are linked to the obligations in the plans.
Historically the Group was required to maintain its defined benefit Rabbi Trust assets at 100% of the value of the related US defined benefit
pension obligations and this gave rise to volatile cash funding requirements. To eliminate this investment and demographic related
volatility, the Group purchased a number of non qualifying insurance policies in July 2011 at a cost of £25m, including a £2m ‘buy in’
insurance premium, recognised in the consolidated statement of comprehensive income. The insurance policies pay the benefits to the
Group as they fall due, and the Group in turn makes the payments to the eligible beneficiaries.
Although eligible beneficiaries have no vested rights in the insurance policies, the policies remain under the Rabbi Trust structure and as
such they cannot be used by the Group, but they would revert to the benefit of general creditors in the event of Rexam Inc’s bankruptcy.
The insurance backed assets are recognised in the consolidated balance sheet at the present value of the matching defined benefit pension
obligations and are accounted for in accordance with the Group’s accounting policy for retirement benefit obligations.

19 inventories
Raw materials, stores and consumables 211 176
Work in progress 17 15
Finished goods 289 224
An analysis of provisions against inventories is set out below.
2011
£m
2010
£m
517 415
At 1 January (29) (32)
Charge for the year (22) (13)
Released in the year 6 3
Utilised 5 4
Transfer to assets classified as held for sale – 9
At 31 December (40) (29)
20 trade and other receivables
Non current assets
Trade receivables 4 4
Provision for impairment (4) (4)
Net trade receivables – –
Prepayments 62 68
Taxes 11 9
Other receivables 33 43
106 120
Current assets
Trade receivables 527 509
Provision for impairment (9) (17)
Net trade receivables 518 492
Prepayments 36 55
Taxes 33 37
Other receivables 39 64
626 648
Total trade and other receivables 732 768
An analysis of provisions for impairment of trade and other receivables is set out below.
At 1 January (21) (16)
Impairment in the year (7) (7)
Released in the year 14 1
Utilised 1 1
At 31 December (13) (21)
2011
£m
2011
£m
2011
£m
2010
£m
2010
£m
2010
£m
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Rexam annual report 2011
notes to the consolidated financial statements
20 trade and other receivables continued
An analysis of total trade and other receivables including those which are past due but not impaired is set out below.
Not yet due 691 715
Past due less than 1 month 31 21
Between 1 and 2 months 7 4
Between 2 and 3 months 2 1
Between 3 and 6 months – 2
Between 6 and 12 months 1 5
In more than 12 months – 20
2011
£m
2010
£m
732 768
The maximum amount of credit risk with respect to customers is represented by the carrying amount on the balance sheet. Customer credit
facilities for new customers must be approved by designated managers at business level or by senior sector management. Credit limits are
set with reference to trading history and reports from credit rating agencies. Customer credit facilities are reviewed at the sales order entry
stage and at the time of shipment so as not to exceed customer limits. Overdue accounts are regularly reviewed and impairment provisions
are created where necessary. As a matter of policy, all outstanding trade balances greater than three months are fully provided except as
approved by senior sector management and with due regard to the historical risk profile of the customer. The Group has extremely low
historical levels of customer credit defaults, due in part to the large multinational nature of many of its customers and the long term
relationships it has with them. There were no major new customers in 2011 where the Group considered there was a risk of significant
credit default. There are no trade and other receivables that would otherwise be past due or impaired whose terms have been
renegotiated.
The carrying amounts of total trade and other receivables are denominated in the following currencies which, in most instances, are the
functional currencies of the relevant subsidiaries.
Euro 259 259
US dollar 204 242
Brazilian real 154 154
Other 115 113
21 cash and cash equivalents
2011
£m
2010
£m
732 768
Cash at bank and in hand 83 46
Short term bank deposits 329 68
The Group has provided letters of credit, secured by short term bank deposits, totalling £1m (2010: £1m) as part of its insurance
arrangements.
The carrying amounts of cash and cash equivalents are denominated in the following currencies.
2011
£m
2010
£m
412 114
US dollar 184 72
Sterling 166 2
Euro 22 20
Other 40 20
2011
£m
2010
£m
412 114

22 assets and liabilities classified as held for sale
Assets 2 282
Liabilities – (50)
2011
£m
2010
£m
2 232
Assets classified as held for sale in 2011 comprise properties in the US deemed surplus to requirements (2010: £2m). In 2010 assets and
liabilities classified as held for sale included £230m relating to the discontinued Closures division.
23 trade and other payables
Current liabilities
Trade payables (510) (438)
Social security and other taxes (66) (60)
Accrued expenses (198) (202)
Loan from joint venture (9) (5)
Other payables (78) (63)
Non current liabilities
(861) (768)
Accrued expenses (21) (30)
Other payables (32) (51)
(53) (81)
Total trade and other payables (914) (849)
The carrying amounts of total trade and other payables are denominated in the following currencies, which in most instances are the
functional currencies of the relevant subsidiaries.
US dollar (464) (398)
Euro (255) (259)
Brazilian real (80) (92)
Sterling (43) (41)
Other (72) (59)
(914) (849)
2011
£m
2011
£m
2010
£m
2010
£m
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Rexam annual report 2011
notes to the consolidated financial statements
24 borrowings
Current liabilities
Bank overdrafts (10) (15)
Bank loans (4) (25)
US public bond (1) (1)
US private placement (1) (1)
Subordinated bond (21) (21)
Medium term notes (16) (17)
Finance leases – (1)
Non current liabilities
(53) (81)
Bank loans (28) (43)
US public bond (356) (356)
US private placement (146) (146)
Subordinated bond (715) (706)
Medium term notes (540) (549)
(1,785) (1,800)
Total borrowings (1,838) (1,881)
The Group has a range of bank facilities maturing between 2012 and 2016. These facilities may generally be drawn in a range of freely
available currencies and are at floating rates of interest. In addition, the Group has a US public bond, a US private placement,
a subordinated bond and medium term notes in issue. The US public bond and US private placement totalling US$775m were issued at
a fixed price and mature in 2013. The subordinated bond is denominated in euros with a maturity in 2067. It was issued at a fixed rate
of interest but has been swapped into US dollar floating rates of interest through the use of cross currency and interest rate derivatives.
The medium term notes are denominated in euros and mature in 2013. They were issued at fixed rates of interest although some have
been swapped to floating rates of interest in euro through the use of interest rate derivatives. The bulk of the Group’s drawn debt is currently
represented by various bond issues with significant headroom available under its committed bank facilities.
Total minimum lease payments at 31 December 2011 are £nil (2010: £1m).
Included within borrowings are secured loans of £1m (2010: £15m), the security for which is principally property.
The carrying amounts of total borrowings are denominated in the following currencies.
Euro (1,291) (1,296)
US dollar (509) (529)
Other (38) (56)
(1,838) (1,881)
2011
£m
2011
£m
2010
£m
2010
£m

25 net borrowings
Net borrowings at 31 December by instrument.
Cash and cash equivalents 412 114
Bank overdrafts (10) (15)
Bank loans (32) (68)
US public bond (357) (357)
US private placement (147) (147)
Subordinated bond (736) (727)
Medium term notes (556) (566)
Finance leases – (1)
Financing derivatives 114 83
Movement in net borrowings.
2011
£m
2010
£m
(1,312) (1,684)
At 1 January (1,684) (1,828)
Exchange differences 29 (38)
Increase in cash and cash equivalents 300 55
Proceeds from borrowings (7) (21)
Repayment of borrowings 36 159
Fair value and other changes 14 (11)
At 31 December (1,312) (1,684)
Reconciliation of net borrowings to the consolidated balance sheet.
Total derivative financial instruments (net) 59 130
Derivatives not included in net borrowings 55 (47)
Financing derivatives included in net borrowings 114 83
Cash and cash equivalents 412 114
Borrowings included in current liabilities (53) (81)
Borrowings included in non current liabilities (1,785) (1,800)
2011
£m
2011
£m
2010
£m
2010
£m
(1,312) (1,684)
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Rexam annual report 2011
notes to the consolidated financial statements
26 financial instruments
(i) carrying amount and fair value of financial assets and liabilities
Analysis of the carrying values and fair values at 31 December, by category and by class, of financial assets and liabilities.
Derivatives
used for
hedging
£m
Derivatives
used for
trading
£m
Loans
and
receivables
£m
Available
for sale
assets
£m
Other
financial
liabilities
£m
Total
carrying
amount
£m
Total
fair value
£m
At 31 December 2011
Financial assets
Cash and cash equivalents – – 412 – – 412 412
Trade and other receivables1 – – 590 – – 590 590
Available for sale financial assets – – – 2 – 2 2
Derivative financial instruments
Financial liabilities
300 3 – – – 303 303
Trade and other payables2 – – – – (848) (848) (848)
Bank overdrafts – – – – (10) (10) (10)
Bank loans – – – – (32) (32) (32)
US public bond – – – – (357) (357) (381)
US private placement – – – – (147) (147) (156)
Subordinated bond – – – – (736) (736) (595)
Medium term notes – – – – (556) (556) (569)
Derivative financial instruments (72) (172) – – – (244) (244)
At 31 December 2010
Financial assets
228 (169) 1,002 2 (2,686) (1,623) (1,528)
Cash and cash equivalents – – 114 – – 114 114
Trade and other receivables1 – – 599 – – 599 599
Available for sale financial assets – – – 28 – 28 28
Derivative financial instruments
Financial liabilities
324 2 – – – 326 326
Trade and other payables2 – – – – (789) (789) (789)
Bank overdrafts – – – – (15) (15) (15)
Bank loans – – – – (68) (68) (68)
US public bond – – – – (357) (357) (392)
US private placement – – – – (147) (147) (160)
Subordinated bond – – – – (727) (727) (642)
Medium term notes – – – – (566) (566) (585)
Finance leases – – – – (1) (1) (1)
Derivative financial instruments (6) (190) – – – (196) (196)
318 (188) 713 28 (2,670) (1,799) (1,781)
1 Excludes prepayments and taxes.
2 Excludes social security and other taxes.
Market values have been used to determine the fair values of available for sale financial assets, bank overdrafts and floating rate bank
loans. The carrying values of trade and other receivables and trade and other payables are assumed to approximate their fair values
due to their short term nature. The fair values of the US public bond, subordinated bond and medium term notes have been determined by
reference to quoted market prices at the close of business on 31 December. The US private placement is not a publicly traded instrument
and its fair value has been approximated using the market value of the US public bond, which has a similar maturity date. The fair values
of interest rate swaps, cross currency swaps, fixed rate loans and finance leases have been determined by discounting cash flows at
prevailing interest rates. The fair value of forward foreign exchange contracts has been determined by marking those contracts to market
against prevailing forward foreign exchange rates. The fair value of forward commodity contracts has been determined by marking those
contracts to market at prevailing forward prices.
In both 2011 and 2010, all financial instruments measured at fair value are categorised as level 2 in the fair value measurement hierarchy,
whereby the fair value is determined by using valuation techniques. In 2010 there were £27m of fixed rate listed investments included in
available for sale financial assets that were classified as level 1. The valuation techniques for level 2 instruments use observable market
data where it is available, for example quoted market prices, and rely less on estimates.

26 financial instruments continued
(ii) financial risk management
The Group bases its financial risk management on sound economic objectives and good corporate practice. Group treasury
operations are carried out under policies and parameters defined by the Rexam board and supervised by its finance committee.
Group treasury is not operated as a separate profit centre nor does it enter into any transactions for speculative purposes.
The Group’s major operational hedges comply with IAS39 and hedge accounting treatment is applied. Some smaller operational
exposures are hedged on an economic basis and hedge accounting treatment is not applied where the compliance burden is deemed
to be onerous and the income statement volatility arising is not expected to be significant.
(a) market risk: currencies
Currency risks arise from the multi currency cash flows within the Group. These risks arise from exchange rate fluctuations relating
to the translation of balance sheet items of foreign subsidiaries (translation risk) and from currency flows from sales and purchases
(transaction risk).
The policy regarding translation risk is to mitigate the impact of foreign exchange movements between overseas currencies and sterling
arising on the translation of the value of non UK operations into sterling for reporting purposes. This is achieved by borrowing a proportion
of debt, either directly or through the use of cross currency swaps and forward foreign exchange contracts, in currencies which match or
are closely linked to the currencies of the overseas businesses. This approach also provides some protection against the foreign exchange
translation of overseas earnings as it matches the currency of earnings to the currency of the interest expense. These amounts are included
in the consolidated financial statements by translation into sterling at the balance sheet date and, where hedge accounted, offset in equity
against the translation movement in net assets. Some cross currency swaps used to manage the Group’s currency exposures, whilst
economically effective, are ineligible for hedge accounting treatment.
The policy regarding transaction risk is to hedge the reported net transaction exposure in full less an allowance for variability in
forecasting. This is generally achieved through the use of forward foreign exchange contracts with amounts hedged being based on
the reporting from individual Group businesses. None of the foreign exchange derivative instruments at 31 December 2011 related to
derivative trading activity, although some fair value gains and losses were taken to the consolidated income statement because IAS39
hedge accounting treatment was not applied. Foreign exchange derivative instruments are used for hedging general business exposures
in foreign currencies such as the purchase and sale of goods, capital expenditure and dividend flows.
Transactional foreign exchange risks are hedged by Group treasury unless it is a legal requirement in the country where the foreign
exchange risk arises that hedging is carried out locally. In the latter case, hedging is carried out by the individual responsible for treasury
within the local business, but still operating within the overall Group policy on foreign exchange management.
The currency denomination of borrowings at 31 December 2011 was 68% in US dollars and 32% in euros (2010: 75% US dollars,
22% euros, 3% all other currencies).
(b) market risk: interest rates
Changes in interest rates on interest bearing receivables and floating rate debt in different currencies create interest rate risk. The objective
of the Group’s interest rate risk management is to manage its exposure to the impact of changes in interest rates in the currencies in which
debt is borrowed. Group policy is to keep between 35% and 85% of interest on borrowings at fixed rates. Interest rate risk is managed
through the issue of fixed rate debt and through the use of interest rate derivatives that are used to manage the overall fixed to floating mix
of debt, which was 75% fixed and 25% floating at 31 December 2011 (2010: 76% and 24%). Group treasury operates within a broad
framework in respect of the mix of fixed and floating rate debt, as the optimum blend will vary depending on the mix of currencies and the
Group’s view of the debt markets at any point in time.
Cash at bank earns interest at floating rates based on bank deposit rates in the relevant currency. Short term deposits are usually made
for periods varying between one day and three months depending on the immediate cash requirements of the Group and earn interest at
the respective short term deposit rates. Other floating rate financial instruments are at the appropriate LIBOR interest rates as adjusted by
variable margins. Interest on floating rate financial instruments is repriced at intervals of less than one year. Interest on fixed rate financial
instruments is fixed until maturity of the instrument.
Some interest rate swaps used to manage the Group’s fixed to floating debt mix, whilst economically effective, are ineligible for hedge
accounting treatment. Fair value gains and losses on these hedges are recognised in the consolidated income statement. In 2011, there
was a gain of £23m (2010: loss £12m) on fair value changes on financing derivatives, disclosed separately within interest expense in the
consolidated income statement.
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notes to the consolidated financial statements
26 financial instruments continued
(c) market risk: commodity prices
Changes in the market price of commodities used by the Group create commodity risk. Group policy is to manage these risks through both
its supply chain management and through use of financial derivatives. Where financial derivatives are used, the Group uses mainly over
the counter instruments transacted with banks, which are themselves priced through a recognised commodity exchange, such as the
London Metal Exchange. The Group manages the purchase of certain raw materials, including aluminium, resin and energy costs through
physical supply contracts which, in the main, relate directly to commodity price indices. With regard to aluminium, which represents the
Group’s largest commodity exposure, the policy is to eliminate as far as possible any market price variability through hedging in tandem
with contractual commitments to customers. Where Rexam assumes the aluminium price risk on customer contracts, it has defined a risk
appetite with a predetermined aggregate consolidated income statement limit arising from any related aluminium hedging activities.
Its position against this limit is monitored and reported on a monthly basis. For other commodities, the policy is to follow an incremental
hedge approach over a period of up to three years in order to manage the price year over year and limit uncertainty. None of the
commodity derivative financial instruments at 31 December 2011 related to derivative trading activity, although some fair value gains
and losses were taken to the consolidated income statement because hedge accounting was not applied. The commodity hedges mainly
relate to contracted and expected future purchases of aluminium, but also include resin and energy.
(d) market risk: euro
In response to the current instability in Europe, a ‘euro crisis committee’ has been established by the Group to monitor risks, create
contingency plans and take action as appropriate.
(e) market risk: sensitivities
A sensitivity analysis for financial assets and liabilities affected by market risk is set out below. Each risk is analysed separately and shows
the sensitivity of financial assets and liabilities when a certain risk is changed. The sensitivity analysis has been performed on balances
at 31 December each year. The rates used are based on historical trends and, where relevant, projected forecasts.
Key methods and assumptions made when performing the sensitivity analysis (net of hedging):
(a) For the floating rate element of interest rate swaps, the sensitivity calculation is performed based on the floating rates at 31 December
each year.
(b) The translation impact of overseas subsidiaries into sterling is not included in the sensitivity analysis.
(c) The sensitivity analysis ignores any tax implications.
currencies
The foreign exchange rate sensitivity analysis set out in the table below is based on foreign currency positions, other than each Group
entity’s own functional currency, on the balance sheet at 31 December. The analysis includes only risks arising from financial instruments
and gives the estimated impact on profit before tax and equity of a 10% increase and decrease in exchange rates between currency pairs
with significant currency positions.
Increase
%
Impact on
profit
before tax
£m
Impact
on equity
£m
Decrease
%
Impact on
profit
before tax
£m
Impact
on equity
£m
At 31 December 2011
Sterling/US dollar 10 (4) – (10) 5 –
Sterling/euro 10 11 29 (10) (13) (36)
Euro/US dollar 10 (1) (23) (10) 1 23
At 31 December 2010
Sterling/US dollar 10 (19) 4 (10) 23 (5)
Sterling/euro 10 23 32 (10) (28) (39)
Euro/US dollar 10 15 (16) (10) (16) 16
The impact of currency risk on net investment hedges is offset by the translation of overseas subsidiaries on consolidation.
The net impact of currency translation resulted in sales and underlying profit from continuing operations (reducing)/increasing
as set out below.
2011
Sales
£m
2011
Underlying
operating
profit
£m
2010
Sales
£m
2010
Underlying
operating
profit
£m
US dollar (81) (9) 31 3
Euro 20 3 (51) (3)
Other currencies 8 – 42 7
(53) (6) 22 7

26 financial instruments continued
interest rates
At 31 December 2011, if the US dollar interest rate were increased by 1% with all other variables held constant, profit before tax would
increase by £12m (2010: £7m) as a result of US dollar denominated floating rate debt and interest rate and cross currency derivatives that
are not hedge accounted. If euro and sterling interest rates were increased by 1% with all other variables held constant, profit before tax
would reduce by £9m (2010: £8m) as a result of fixed rate debt being swapped into floating rate debt. A reduction in interest rates would
not have a significant effect on profit before tax. There was no significant interest rate risk relating to equity in either year.
commodity prices
At 31 December 2011, there was no price risk relating to the income statement since all significant commodity derivatives were treated
as cash flow hedges with movements being reflected in equity. If the aluminium price was increased or reduced by 10% with all other
variables held constant, equity would increase or decrease by £48m (2010: £45m).
equity prices
The Group is not subject to any significant equity price risk.
(f) liquidity risk
An analysis of undiscounted contractual maturities for non derivative financial liabilities, derivative financial instruments and undrawn
committed debt facilities is set out below.
Within
1 year
£m
1 to 2
years
£m
2 to 5
years
£m
More than
5 years
£m
Total
contractual
amount
£m
At 31 December 2011
Non derivative financial liabilities:
Trade and other payables (795) (13) (15) (25) (848)
Bank overdrafts (10) – – – (10)
Bank loans (4) (2) – (26) (32)
US public bond (24) (381) – – (405)
US private placement (9) (155) – – (164)
Subordinated bond (43) (43) (128) (673) (887)
Medium term notes (23) (559) – – (582)
Derivative financial instruments:
Derivative contracts – settled gross payments (403) (124) (148) (1,186) (1,861)
Derivative contracts – settled gross receipts 433 151 204 1,189 1,977
Derivative contracts – net settlements 1 4 (1) – 4
Commodity contracts (49) (10) (3) – (62)
Undrawn committed debt facilities 50 – 809 – 859
At 31 December 2010
Non derivative financial liabilities:
Trade and other payables (708) (18) (38) (25) (789)
Bank overdrafts (15) – – – (15)
Bank loans (24) (7) (7) (29) (67)
US public bond (24) (24) (381) – (429)
US private placement (9) (9) (155) – (173)
Subordinated bond (43) (43) (130) (728) (944)
Medium term notes (24) (24) (569) – (617)
Finance leases (1) – – – (1)
Derivative financial instruments:
Derivative contracts – settled gross payments (607) (103) (205) (1,276) (2,191)
Derivative contracts – settled gross receipts 631 123 228 1,282 2,264
Derivative contracts – net settlements (3) 2 5 – 4
Commodity contracts 36 12 1 – 49
Undrawn committed debt facilities – 50 1,028 – 1,078
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notes to the consolidated financial statements
26 financial instruments continued
The Group monitors its liquidity to maintain a sufficient level of undrawn committed debt facilities, thereby ensuring financial flexibility.
As at 31 December 2011, Rexam had £859m of undrawn committed debt facilities available (2010: £1,078m).
The Group mitigates refinancing risk by raising its debt requirements from a range of different sources. The range of maturity dates arising
on committed debt facilities is set out below.
Maturity date
2012 50 50
2013 1,039 1,048
2015 – 1,028
2016 809 –
2067 654 654
2011
£m
2010
£m
2,552 2,780
(g) credit risk
The maximum credit risk exposure of the Group’s financial assets at 31 December is represented by the amounts reported under the
corresponding balance sheet headings. There are no significant concentrations of credit risk associated with financial instruments of
the Group. Credit risk arises from exposures to external counterparties. In order to manage this risk, the Group has strict credit control
quality measures that are applied to counterparty institutions and also limits on maximum exposure levels to any one counterparty.
To manage credit risk, the maximum limits for bank exposures held under Group policy are set out in the table below by individual
counterparty credit rating category. These limits are used when making investments and for the use of derivative instruments. The table also
sets out the Group’s financial asset exposure at 31 December for each counterparty credit rating category.
Credit rating
2011
Individual
counterparty
limit
£m
2011
Cash
and cash
equivalents
£m
2011
Derivatives
£m
2011
Total
£m
2010
Individual
counterparty
limit
£m
2010
Cash
and cash
equivalents
£m
2010
Derivatives
£m
AA 70 to 90 – – – 70 to 90 12 46 58
AA– 60 to 80 13 48 61 60 to 80 75 65 140
A+ 50 to 70 132 77 209 50 to 70 1 68 69
A 40 to 60 136 87 223 40 to 60 25 147 172
A– 20 to 40 130 91 221 20 to 40 – – –
BBB+ and below 10 to 30 1 – 1 10 to 30 1 – 1
412 303 715 114 326 440
Since 31 December 2011, the credit ratings of certain banks included in the above table have been downgraded. However, none of the
Group’s individual counterparty limits have been breached as a result of these downgrades.
See note 20 for information on credit risk with respect to customers.
(h) capital risk management
The Group’s objective is to minimise its cost of capital by optimising the efficiency of its capital structure, being the balance between equity
and debt. The Group views its ordinary share capital as equity. This objective is always subject to an overriding principle that capital must
be managed to ensure the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other
stakeholders. The Group is able to adjust its capital structure through the issue or redemption of either debt or equity and by adjustment to
the dividend paid to equity holders. The Group uses a range of financial metrics to monitor the efficiency of its capital structure, including
its weighted average cost of capital and net debt to EBITDA and ensures that its capital structure provides sufficient financial strength to
allow it to secure access to debt finance at reasonable cost.
At 31 December 2011, the Group’s net debt to EBITDA for financial covenant purposes was 1.3 times (2010: 1.8 times). The Group aims
to keep this ratio below 2.5 times. For this purpose, net debt is broadly net borrowings adjusted to exclude interest accruals, certain
derivative financial instruments and an equity portion of the subordinated bond and reflects non sterling amounts at average exchange
rates. EBITDA is underlying operating profit after adding back depreciation and amortisation of computer software and adjusted where
appropriate to include acquisitions on a pro forma basis and excludes disposed businesses.
2010
Total
£m

26 financial instruments continued
(iii) derivative financial instruments
The net fair values of the Group’s derivative financial instruments designated as fair value or cash flow hedges and those not designated
as hedging instruments are set out below.
Fair value hedges
Cross currency swaps 276 257
Interest rate swaps 9 13
Cash flow hedges
285 270
Forward aluminium commodity contracts (64) 50
Forward gas commodity contracts (2) (2)
Forward foreign exchange contracts 9 –
(57) 48
Total hedge accounted 228 318
Not hedge accounted
Cross currency swaps (166) (175)
Interest rate swaps (5) (10)
Forward foreign exchange contracts 2 (3)
Total not hedge accounted (169) (188)
Total net fair value of derivative financial instruments 59 130
fair value hedges
The Group has designated interest rate swaps and the interest element of cross currency swaps as fair value hedges whereby interest is
receivable at fixed interest rates varying from 4.375% to 6.75% (2010: 4.375% to 6.75%) and payable at floating rates. These swaps
hedge the exposure to changes in the fair value of medium term notes which mature in 2013 (2010: 2013). The cross currency swaps
hedge changes in the fair value of the euro subordinated bond which matures in 2067. Net ineffectiveness gains of £9m were included
in interest in 2011 (2010: £5m).
cash flow hedges
The Group has designated forward foreign exchange contracts and aluminium, gas and resin commodity contracts as cash flow hedges.
Forward foreign exchange contracts hedge foreign currency transaction risk and mature between 2012 and 2014 (2010: between
2011 and 2013). The aluminium commodity, gas and resin commodity contracts hedge anticipated future purchases of aluminium and gas
respectively, and mature between 2012 and 2014 (2010: between 2011 and 2013).
not hedge accounted
Derivatives are not used for trading purposes. However, some derivatives may not qualify for hedge accounting, or are specifically not
designated as a hedge where natural offset is more appropriate.
2011
£m
2010
£m
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Rexam annual report 2011
notes to the consolidated financial statements
26 financial instruments continued
net investment hedges
An analysis of the Group’s non derivative financial instruments designated as net investment hedges with respect to its subsidiaries,
principally in the eurozone and the US, are set out below.
Medium
term notes
£m
US public
bond
£m
At 1 January 2011 (373) (43) (416)
Net decrease in designations 13 41 54
Exchange differences recognised in equity 12 2 14
At 31 December 2011 (348) – (348)
At 1 January 2010 (483) (194) (677)
Net decrease in designations 86 153 239
Exchange differences recognised in equity 24 (2) 22
At 31 December 2010 (373) (43) (416)
An analysis of the notional amounts and maturity dates for derivative financial instruments is set out below.
Currency
Maturity
date
2011
Notional
amounts
£m
Total
£m
2010
Notional
amounts
£m
Fair value hedges
Cross currency swaps Euro 2017 630 641
Cross currency swaps Sterling 2017 (505) (505)
Interest rate swaps Euro 2013 168 171
Forward aluminium commodity contracts US dollar 2012 (4) (5)
Cash flow hedges
Forward foreign exchange contracts US dollar 2012 to 2014 177 141
Forward foreign exchange contracts Sterling 2012 (30) (24)
Forward foreign exchange contracts Swedish krone 2012 (17) (21)
Forward aluminium commodity contracts US dollar 2012 to 2014 493 408
Forward gas commodity contracts US dollar 2012 to 2014 8 8
Forward resin commodity contracts US dollar 2012 5 –
Not hedge accounted
Cross currency swaps Sterling 2017 505 505
Cross currency swaps US dollar 2017 (654) (654)
Interest rate swaps US dollar 2012 to 2014 803 364
Interest rate swaps Euro 2014 168 –
Forward foreign exchange contracts US dollar 2012 to 2014 52 (210)
Forward aluminium commodity contracts US dollar 2012 (17) –
Forward resin commodity contracts US dollar 2011 – 2
For forward foreign exchange contracts, there are other currencies traded which have been excluded as the fair values for these contracts
were immaterial.

27 retirement benefit obligations
(i) summary
UK
defined
benefit
pensions
£m
US
defined
benefit
pensions
£m
Other
defined
benefit
pensions
£m
Total
defined
benefit
pensions
£m
Other
pensions
£m
Total
pensions
£m
Retiree
medical
£m
Gross
retirement
benefit
obligations
£m
At 1 January 2011 19 (315) (38) (334) (18) (352) (111) (463)
Exchange differences – (1) 1 – – – (1) (1)
Service cost – continuing operations (7) (5) (1) (13) (10) (23) (1) (24)
Service cost – discontinued operations – – – – (1) (1) – (1)
Net finance (cost)/credit (see note below) 11 (15) (2) (6) – (6) (6) (12)
Actuarial losses (68) (27) (7) (102) – (102) (4) (106)
Cash contributions and benefits paid 32 11 3 46 10 56 9 65
Transfers – 2 – 2 – 2 – 2
At 31 December 2011 (13) (350) (44) (407) (19) (426) (114) (540)
At 1 January 2010 (11) (218) (37) (266) (19) (285) (111) (396)
Exchange differences – (11) – (11) 1 (10) (5) (15)
Service cost – continuing operations (9) (4) (1) (14) (9) (23) (1) (24)
Service cost – discontinued operations – (1) – (1) (3) (4) – (4)
Exceptional items – discontinued operations – 2 – 2 – 2 – 2
Net finance (cost)/credit 8 (14) (2) (8) – (8) (7) (15)
Actuarial (losses)/gains 9 (73) (1) (65) – (65) 1 (64)
Cash contributions and benefits paid 22 2 3 27 12 39 12 51
Transfers – 2 – 2 – 2 – 2
At 31 December 2010 19 (315) (38) (334) (18) (352) (111) (463)
Pension assets – 19
Retirement benefit obligations (540) (482)
Gross retirement benefit obligations (540) (463)
Tax 169 146
Net retirement benefit obligations (371) (317)
In addition to the £12m net finance cost for 2011 set out above, there is also a £4m transfer from the available for sale financial assets
reserve relating to market value losses transferred to the consolidated income statement following the annuitisation of certain pension
obligations. This gives a total net finance cost for 2011 of £16m as disclosed in the consolidated income statement.
The Group operates various defined benefit pension plans throughout the world, the largest being the funded plans in the UK and the US.
With respect to the UK, a full actuarial valuation by a qualified actuary was carried out as at 31 March 2011. This valuation is in its final
stages and it is expected that the plan will be fully funded at that date. The next full actuarial valuation is due no later than 31 March 2014.
With respect to the US, a full actuarial valuation by a qualified actuary is carried out annually, the latest being as at 1 January 2011.
As part of the 31 March 2011 UK valuation, Rexam PLC and the trustees to the plan expect to agree a six year escrow investment with
contributions of £10m in 2012 and £15m for each of the following five years. At each subsequent valuation date, the assets in escrow will
either be allocated to the plan, to Rexam PLC, or remain in escrow subject to the funding position of the plan. If there is a change of control
with a subsequent material decline in Rexam’s credit rating or Rexam’s financial covenant, the escrow would be paid into the plan.
In 2009, Rexam PLC entered into a security agreement with the trustees of the UK pension plan, granting them a charge over the Beverage
Cans UK facilities and machinery at Milton Keynes and Wakefield, enforceable up to 1 January 2013 in the event of a contribution default
or a material decline in Rexam’s financial covenant.
IFRIC 14 ‘IAS19 – The limit on a defined benefit asset, minimum funding requirements and their interaction’ had no impact on the Group in
2011 or 2010.
2011
£m
2010
£m
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notes to the consolidated financial statements
27 retirement benefit obligations continued
(ii) defined benefit pension plans
UK
2011
£m
(a) Amounts recognised in the consolidated
balance sheet
Fair value of plan assets 1,719 1,079 13 2,811 1,598 1,026 13 2,637
Present value of funded obligations (1,732) (1,380) (20) (3,132) (1,579) (1,295) (16) (2,890)
Funded defined benefit pension plans (13) (301) (7) (321) 19 (269) (3) (253)
Present value of unfunded obligations – (49) (37) (86) – (46) (35) (81)
Net (liability)/asset (13) (350) (44) (407) 19 (315) (38) (334)
(b) Amounts recognised in the consolidated
income statement
Continuing operations
Current service cost (7) (5) (1) (13) (8) (4) (1) (13)
Past service cost – – – – (1) – – (1)
Exceptional items – past service credit – – – – – (1) – (1)
Exceptional items – curtailments – – – – – 1 – 1
Employee benefit expense (7) (5) (1) (13) (9) (4) (1) (14)
Expected return on plan assets 95 46 1 142 92 52 – 144
Interest cost (84) (61) (3) (148) (84) (66) (2) (152)
Net finance (cost)/credit 11 (15) (2) (6) 8 (14) (2) (8)
Total 4 (20) (3) (19) (1) (18) (3) (22)
Discontinued operations
Current service cost – – – – – (1) – (1)
Exceptional items – curtailment – – – – – 2 – 2
Employee benefit expense – – – – – 1 – 1
(c) Amounts recognised in the consolidated
statement of comprehensive income
Actuarial gains/(losses) on plan assets 52 88 (1) 139 57 46 1 104
Actuarial losses on retirement benefit obligations (120) (115) (6) (241) (48) (119) (2) (169)
Total (68) (27) (7) (102) 9 (73) (1) (65)
(d) Changes in the fair value of plan assets
At 1 January 1,598 1,026 13 2,637 1,489 980 11 2,480
Exchange differences – 2 (2) – – 44 – 44
Expected return on plan assets 95 46 1 142 92 52 – 144
Actuarial gains/(losses) 52 88 (1) 139 57 46 1 104
Employer contributions 32 9 1 42 22 – 1 23
Plan participant contributions 2 – 1 3 2 – 1 3
Benefits paid (60) (92) – (152) (64) (96) (1) (161)
At 31 December 1,719 1,079 13 2,811 1,598 1,026 13 2,637
US
2011
£m
Other
2011
£m
Total
2011
£m
UK
2010
£m
US
2010
£m
Other
2010
£m
Total
2010
£m

27 retirement benefit obligations continued
UK
2011
%
(e) Major categories of plan assets
Equities 45 12 74 32 50 18 74 38
Bonds 54 88 23 67 49 82 22 61
Cash and other 1 – 3 1 1 – 4 1
(f) changes in the present value of defined benefit pension obligations
UK
2011
£m
US
2011
£m
At 1 January (1,579) (1,341) (51) (2,971) (1,500) (1,198) (48) (2,746)
Exchange differences – (3) 3 – – (55) – (55)
Current service cost – continuing operations (7) (5) (1) (13) (8) (4) (1) (13)
Current service cost – discontinued operations – – – – – (1) – (1)
Past service cost – continuing operations – – – – (1) – – (1)
Exceptional items – discontinued operations – – – – – 2 – 2
Interest cost (84) (61) (3) (148) (84) (66) (2) (152)
Actuarial losses (120) (115) (6) (241) (48) (119) (2) (169)
Plan participant contributions (2) – (1) (3) (2) – (1) (3)
Benefits paid 60 94 2 156 64 98 3 165
Transfer from available for sale financial assets – 2 – 2 – 2 – 2
At 31 December (1,732) (1,429) (57) (3,218) (1,579) (1,341) (51) (2,971)
(g) principal actuarial assumptions
Future salary increases 4.60 4.00 3.10 5.00 4.00 3.08
Future pension increases 3.10 – 1.32 3.50 – 1.35
Discount rate 4.70 4.00 4.54 5.40 4.90 5.20
Inflation rate 3.10 2.50 2.00 3.50 2.50 2.00
Expected return on plan assets
(net of administration expenses):
Equities 6.11 7.46 7.00 7.51 7.67 8.25
Bonds 3.51 4.46 3.60 4.61 4.37 3.90
Cash and other 0.31 2.56 0.20 0.31 2.77 1.00
To develop the expected return on plan assets assumptions, the Group considered the current level of expected returns on risk free
investments, primarily government bonds, the historical level of the risk premium associated with the asset class concerned and the
expectations for future returns of the asset class. The resulting returns for equities, bonds and cash were then reduced to allow for
administration expenses.
The mortality assumptions used in valuing the liabilities of the UK pension plan are based on the standard tables S1NA as published by
the Institute and Faculty of Actuaries. These tables are adjusted to reflect the circumstances of the plan membership. The life expectancy
assumed for a 65 year old pensioner is 86.9 years (2010: 86.2 years) for a male and 89.1 years (2010: 89.3 years) for a female.
The life expectancy for a non pensioner currently aged 45 is 88.7 years (2010: 88.4 years) for a male and 90.9 years (2010: 91.7 years)
for a female.
The mortality assumptions used in valuing the liabilities of the US pension plans are based on the RP2000 combined active and retiree
mortality table projected to 2017 (2010: 2017), weighted 70% blue collar and 30% white collar. The life expectancy assumed for a
65 year old pensioner is 83.6 years (2010: 83.6 years) for a male and 85.7 years (2010: 85.7 years) for a female.
US
2011
%
UK
2011
%
Other
2011
£m
Other
2011
%
US
2011
%
Total
2011
£m
Total
2011
%
UK
2010
£m
Other
2011
%
UK
2010
%
US
2010
£m
UK
2010
%
US
2010
%
Other
2010
%
Other
2010
£m
US
2010
%
Total
2010
%
Total
2010
£m
Other
2010
%
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Rexam annual report 2011
notes to the consolidated financial statements
27 retirement benefit obligations continued
(h) historic information on defined benefit plans
Fair value of plan assets 2,811 2,637 2,480 2,505 2,361
Present value of defined benefit obligations (3,218) (2,971) (2,746) (2,586) (2,424)
Net liability (407) (334) (266) (81) (63)
Cumulative actuarial (losses)/gains (130) (28) 37 223 253
2011 2010 2009 2008 2007
Experience gains/(losses) arising on plan assets:
Amount (£m) 139 104 73 (221) 81
Percentage of plan assets (%)
Experience (losses)/gains arising on defined benefit obligations:
5 4 3 (9) 3
Amount (£m) (241) (169) (259) 191 136
Percentage of present value of defined benefit obligations (%) (7) (6) (9) 7 6
The Group expects to contribute £53m in cash to its defined benefit pension plans in 2012, excluding any amounts deposited in escrow.
(iii) other pension plans
The Group operates a number of US based defined contribution plans, included as part of other pensions in (i) above, for which the charge
in the consolidated income statement for the year was £7m for continuing operations and £1m for discontinued operations (2010: £7m
and £3m) and total cash contributions were £8m (2010: £10m).
(iv) retiree medical
Certain current and former employees in the US are provided with cover for medical costs and life assurance, referred to in these
consolidated financial statements as retiree medical. These unfunded benefits are assessed with the advice of a qualified actuary.
(a) Amounts recognised in the consolidated balance sheet
Present value of the retiree medical obligation (114) (111)
(b) Amounts recognised in the consolidated income statement
Continuing operations
Current service cost (1) (1)
Interest cost (including administration costs of £1m (2010: £1m)) (6) (7)
(7) (8)
(c) Amounts recognised in the consolidated statement of comprehensive income
Actuarial (losses)/gains (4) 1
(d) Changes in the present value of the retiree medical obligation
At 1 January (111) (111)
Exchange differences (1) (5)
Current service cost (1) (1)
Interest cost (6) (7)
Actuarial (losses)/gains (4) 1
Benefits paid 9 12
At 31 December (114) (111)
2011
£m
2010
£m
2009
£m
2008
£m
2011
£m
2007
£m
2010
£m

27 retirement benefit obligations continued
(e) principal actuarial assumptions
Discount rate 4.00 4.90
Healthcare cost trend rate 8.00 reducing to
4.50 over 16 years
2011
%
2010
%
8.30 reducing to
4.50 over 17 years
The mortality assumptions used in valuing the liabilities for retiree medical are based on the RP2000 combined active and retiree table
projected to 2017 (2010: 2017), weighted 85% blue collar and 15% white collar. The life expectancy assumed for a 65 year old
pensioner is 83.4 years (2010: 83.4 years) for a male and 85.5 years (2010: 85.5 years) for a female.
Healthcare cost trend rates do not have a significant impact on the Group with respect to retiree medical. A one percentage point change
in assumed rates would have the impact as set out below.
1% increase – service cost and interest cost combined increase – –
1% increase – retiree medical obligation increase (3) (3)
1% decrease – service cost and interest cost combined reduction – –
1% decrease – retiree medical obligation reduction 3 3
(f) historic information on retiree medical
2011 2010 2009 2008 2007
Present value of retiree medical obligation (£m) (114) (111) (111) (127) (98)
Cumulative actuarial gains (£m) 16 20 19 14 15
Experience (losses)/gains arising on retiree medical obligation:
Amount (£m) (4) 1 5 (1) –
Percentage of present value of retiree medical obligation (%) (4) 1 5 (1) –
28 provisions
Environmental
compliance
£m
Restructuring
of businesses
£m
Indirect tax
exposures
£m
Regulatory
and other
claims
£m
2011
£m
Share
based
payment
£m
At 1 January 2011 (21) (21) (32) (22) (6) (102)
Exchange differences – – 2 – – 2
Charge for the year – (19) (3) – (11) (33)
Release for the year – – – 5 – 5
Utilised 2 20 – 2 – 24
Transfers – (2) – – – (2)
At 31 December 2011 (19) (22) (33) (15) (17) (106)
Current liabilities (5) (20) – (11) – (36)
Non current liabilities (14) (2) (33) (4) (17) (70)
At 31 December 2011 (19) (22) (33) (15) (17) (106)
Current liabilities (3) (18) – (18) – (39)
Non current liabilities (18) (3) (32) (4) (6) (63)
At 31 December 2010 (21) (21) (32) (22) (6) (102)
Environmental compliance mainly relates to the US and France and is long term in nature with the timing of utilisation unknown due to the
need to complete remedial investigations, to negotiate remedial plans with local authorities and to implement agreed plans. The provision
for restructuring of businesses comprises £15m relating to Plastic Packaging in respect of restructuring following the disposal of Closures
and £7m relating to Beverage Cans for previously announced plant closures. Indirect tax exposures relate to Brazil and are long term in
nature, with the timing of payment, if any, dependent upon the outcome of tax cases and exposures. Regulatory and other claims relate to
various proceedings where the timing of payment, if any, is dependent upon the outcome of the proceedings. Share based payment
relates to cash settled share option schemes, the timing of payment being dependent on various performance criteria being met.
2010
£m
Total
£m
129
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sustainability
business review

130
Rexam annual report 2011
notes to the consolidated financial statements
29 share capital
Number of issued and fully paid ordinary shares of 64 2 /7p
2011
Thousands
2010
Thousands
At 1 January 876,864 876,829
Issued under employee share option schemes 167 35
At 31 December 877,031 876,864
The rights and restrictions attaching to the shares and the provisions relating to the transfer of shares are as governed by law and in
accordance with the Company’s articles of association. Holders of shares are entitled to receive all shareholder documents, to attend,
speak and exercise voting rights, either in person or by proxy, on resolutions proposed at general meetings and participate in any
distribution of income or capital. The directors may refuse to register a transfer of shares where such transfer documents are not lodged by
acceptable means or proof of title is required. Shares are held by the Rexam Employee Share Trust (Trust) for the satisfaction of certain
share options (note 31). The independent trustee of the Trust has the same rights as any other shareholder. Participants in option schemes
do not hold any voting rights on the shares until the date of exercise. There are no restrictions on the voting rights of holders of shares nor
any known agreements between holders of shares under which financial rights are held by any person other than the registered holder, or
voting rights or the transfer of shares are restricted.
30 other reserves
Translation
reserve
£m
Net
investment
hedge
reserve
£m
Cash flow
hedge
reserve
£m
Available
for sale
financial
assets
reserve
£m
At 1 January 2011 429 (104) 64 (3) 386
Cost recognised in the income statement on annuitisation of
certain pension obligations (net of tax) – – – 3 3
Exchange differences before recognition of net investment hedges (30) – – – (30)
Net investment hedges recognised – 14 – – 14
Exchange differences recognised in the income statement on
disposal of Closures (89) – – – (89)
Cash flow hedges recognised – – (92) – (92)
Cash flow hedges transferred to inventory – – (16) – (16)
Tax on cash flow hedges – – 28 – 28
At 31 December 2011 310 (90) (16) – 204
At 1 January 2010 441 (126) 51 (4) 362
Exchange differences before recognition of net investment hedges (12) – – – (12)
Net investment hedges recognised – 22 – – 22
Cash flow hedges recognised – – 40 – 40
Tax on cash flow hedges – – (4) – (4)
Cash flow hedges transferred to inventory – – (25) – (25)
Cash flow hedges transferred to the income statement – – 2 – 2
Changes in market value of available for sale financial assets – – – 1 1
At 31 December 2010 429 (104) 64 (3) 386
Total
£m

31 share based payment
(i) summary of Rexam’s share based payment schemes
Scheme name Abbreviation Scheme status Settlement basis
Long Term Incentive Plan 2009 LTIP Open Equity and cash
Long Term Incentive Plan 2007 LTIP 2007 Closed Equity
Executive Share Option Scheme ESOS Closed Equity
Phantom Stock Plan Phantoms Closed Cash
Savings Related Share Option Schemes SAYE Open Equity
LTIP
The LTIP is the primary long term incentive plan for Rexam’s executive directors, band 1 executives and other senior management. The LTIP
measures performance targets over a three year period. Options will normally vest, subject to performance targets being achieved, on the
third anniversary of the date of grant at a nominal cost to the employee. Employees who leave with a right to exercise options must
normally wait until the end of the measurement period. If the option vests, the employee will receive an entitlement which normally will be
time apportioned for the period from the start of the measurement period to the date on which employment ended.
Options granted in 2011 to executive directors and band 1 executives are subject to three performance conditions, compound annual
growth in underlying earnings per share (EPS), return on capital employed (ROCE) and relative Total Shareholder Return (TSR), in the
proportion 33%, 33% and 33%, respectively. These options are equity settled. Options granted in 2011 to other senior management are
subject to two performance conditions, EPS and ROCE, in the proportion 67% and 33% respectively. These options are either equity
settled or cash settled depending on the seniority of the employee.
Options granted in 2011 include a dividend equivalent element whereby employees will be entitled to receive, in shares or cash, the
notional dividends paid during the measurement period on any options that vest.
For further details of the LTIP refer to the remuneration report.
LTIP 2007
Prior to 2009, annual grants of options were made to executive directors and senior executives under the LTIP 2007. All outstanding
options lapsed in 2011.
ESOS
Prior to 2009, annual grants of options over ordinary shares were made to certain senior management. For grants up to and
including 2006, shares vested if a performance target (growth in economic profit) was met over the three year measurement period.
No performance targets were set for the 2007 and 2008 grants. Options are exercisable three years after grant date and expire ten years
after grant date. The exercise price was set at market value using the market price of a Rexam share at the grant date.
Phantoms
This cash settled scheme operates in the same way as the ESOS scheme and relates to certain senior management located outside the UK
and Europe.
SAYE
All employee SAYE schemes are open to eligible employees resident in the UK and Ireland. Annual grants of options over shares are
currently made at an exercise price of 80% of the market value of Rexam shares at the grant date. Options vest three, five or seven
years after the commencement of the savings contract, depending on the term selected by the employee at grant and expire six
months after vesting.
(ii) employee benefit expense
Equity settled 9 6
Cash settled 10 5
Total 19 11
2011
£m
2010
£m
131
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132
Rexam annual report 2011
notes to the consolidated financial statements
31 share based payment continued
(iii) key assumptions used in valuing options granted during the year
LTIP SAYE
Valuation models TSR – Monte Carlo Binomial
EPS/ROCE – Black – Scholes
Expected dividend growth (%) – 3.8
Expected historical volatility (%) TSR – 25.4 to 36.4 29 to 35
Risk free interest rate (%) TSR – 0.85 to 1.85 0.9 to 1.9
Expected life (years) 2.2 to 2.7 3.25, 5.25, 7.25
Weighted average share price (£) 3.40 to 3.70 3.40
Weighted average fair value (£) 2.38 to 3.70 0.84 to 0.89
The assumptions made to incorporate the effects of expected early exercise have been included by assuming an expected option life
based on historical exercise patterns for each option scheme. Historical volatilities are arrived at using a period comparable with the
expected life of the option. The correlation coefficient for LTIP is calculated using the correlation matrix for the TSR simulation using three
year daily historical stock price series for each company in the comparator group, including Rexam, from the beginning of the
measurement period.
(iv) number of options and weighted average exercise prices of all option schemes
2011
Number of
options
Thousands
2011
Weighted average
exercise price
£
2010
Number of
options
Thousands
2010
Weighted average
exercise price
£
Outstanding at 1 January 21,502 1.18 13,043 2.34
Granted 10,857 0.05 13,195 0.04
Exercised (252) 2.71 (93) 0.89
Lapsed (3,771) 0.52 (4,643) 1.22
Outstanding at 31 December 28,336 0.82 21,502 1.18
Exercisable at 31 December 4,823 3.98 2,665 4.06
(v) exercise prices and average remaining contractual lives of options by scheme
2011
Number of
options
Thousands
2011
Range of
exercise prices
£
2011
Weighted average
remaining
contractual life
Years
2010
Number of
options
Thousands
2010
Range of
exercise prices
£
2010
Weighted average
remaining
contractual life
Years
LTIP 21,674 – 1.7 12,224 – 2.2
LTIP 2007 – – – 2,058 – 4.2
ESOS 2,808 2.71 to 4.58 5.5 3,090 2.14 to 4.61 6.3
SAYE 1,878 2.12 to 3.88 2.8 1,866 2.12 to 3.88 3.4
Phantoms 1,976 2.71 to 4.57 5.4 2,264 2.71 to 4.57 6.3
(vi) Rexam Employee Share Trust
The Group operates an employee share trust, the Rexam Employee Share Trust, that owns 7,468,028 ordinary shares of 64 2 / 7 p in Rexam
PLC at 31 December 2011 (2010: 2,468,028) acquired at an average cost per share of £3.50 (2010: £3.38) and included in the
consolidated balance sheet within retained earnings at a cost of £26m (2010: £8m). These shares will be used to satisfy LTIP exercises.
The purchases are funded by cash contributions from participating companies. Dividends receivable during the year have been waived.
The administration expenses of the Trust are borne by the Trust. Shares are allocated by the Trust when related LTIP options are exercised.
The market value of the shares at 31 December 2011 was £26m (2010: £8m).

32 reconciliation of profit/(loss) before tax to cash generated/(used) from operations
2011
Continuing
operations
£m
2011
Discontinued
operations
£m
2011
Total
operations
£m
2010
Continuing
operations
£m
2010
Discontinued
operations
£m
2010
Total
operations
£m
Profit/(loss) before tax 431 (26) 405 338 (177) 161
Adjustments for:
Share of post tax profits of associates and joint ventures (9) – (9) (5) – (5)
Net interest expense 69 – 69 125 – 125
Impairment of goodwill – – – – 59 59
Impairment of intangible assets – 20 20 – 65 65
Impairment of property, plant and equipment 7 14 21 6 55 61
Reversal of impairment of property, plant and equipment (1) – (1) (3) – (3)
Depreciation of property, plant and equipment 179 – 179 183 21 204
Amortisation of intangible assets 38 – 38 46 15 61
Movement in working capital (19) (24) (43) (20) – (20)
Movement in provisions 5 (1) 4 (8) (2) (10)
Movement in retirement benefit obligations (29) 1 (28) (12) 2 (10)
Other adjustments (7) 2 (5) (3) – (3)
Cash generated/(used) from operations 664 (14) 650 647 38 685
33 contingent liabilities
In an international group a variety of claims arise from time to time; some have little or no foundation in law or in fact and others cannot
be quantified. The claims include litigation against Group companies, investigations by regulatory and fiscal authorities and obligations
arising under environmental legislation. Provision has been made in these consolidated financial statements against those claims which
the directors consider are likely to result in significant liabilities. There are no contingent liabilities at 31 December 2011 or 31 December
2010 that require disclosure.
34 commitments
(i) operating lease commitments
The Group leases offices and warehouses under non cancellable operating leases. The leases have varying terms, purchase options,
escalation clauses and renewal rights. The Group also leases plant and equipment under cancellable operating leases.
An analysis of the total future minimum lease payments under non cancellable operating leases is set out below.
2011
Property
£m
2011
Plant and
equipment
£m
2010
Property
£m
2010
Plant and
equipment
£m
Less than 1 year 23 5 22 2
Between 1 and 5 years 43 5 47 2
Over 5 years 43 – 42 –
Total 109 10 111 4
Total future minimum sublease receipts under non cancellable operating leases are £8m (2010: £10m).
(ii) capital commitments
Contracts placed for future capital expenditure not provided in the consolidated financial statements:
Property, plant and equipment 52 51
2011
£m
2010
£m
133
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134
Rexam annual report 2011
five year financial summary
For the year ended 31 December
Consolidated income statement
Continuing operations
Sales 4,734 4,619 4,533 4,254 3,423
Underlying operating expenses (4,185) (4,106) (4,115) (3,831) (3,097)
Underlying operating profit 549 513 418 423 326
Underlying share of post tax profits of associates and joint ventures 9 5 2 2 –
Retirement benefit obligations net finance cost (16) (15) (31) (7) (14)
Underlying net interest expense (92) (113) (131) (132) (94)
Underlying profit before tax 450 390 258 286 218
Exceptional and other items 1 (19) (52) (124) (65) 22
Profit before tax 431 338 134 221 240
Tax (128) (102) (44) (62) (78)
Profit for the financial year 303 236 90 159 162
Discontinued operations
Profit/(loss) for the financial year 73 (112) (119) 12 78
Total profit/(loss) for the financial year 376 124 (29) 171 240
As at 31 December
Consolidated balance sheet
Goodwill and other intangible assets 2,177 2,231 2,481 2,949 2,216
Property, plant and equipment 1,590 1,571 1,723 1,982 1,310
Retirement benefit obligations (net of tax) (371) (317) (279) (170) (128)
Other net assets/(liabilities) 235 524 225 16 (3)
Underlying net assets 3,631 4,009 4,150 4,777 3,395
Shareholders’ equity 2,319 2,322 2,320 2,174 1,831
Non controlling interests – 3 2 2 2
Total equity 2,319 2,325 2,322 2,176 1,833
Net borrowings 1,312 1,684 1,828 2,601 1,562
Capital employed 3,631 4,009 4,150 4,777 3,395
Statistics
Underlying return on sales 2 % 11.6 11.1 9.2 9.9 9.5
Underlying earnings per share 2 Pence 36.1 31.4 23.0 27.7 22.4
Basic earnings per share 3 Pence 34.7 27.1 11.4 22.2 23.5
Dividends per ordinary share 4 Pence 14.4 12.0 8.0 18.7 17.8
Interest cover 5 Times 6.0 4.5 3.2 3.2 3.5
Free cash flow £m 245 316 290 (128) 24
Capital expenditure (gross) £m 240 206 184 389 311
Return on net assets 6 % 29.5 27.0 22.1 27.5 30.3
Return on capital employed 7 % 13.7 12.3 9.5 11.0 11.9
Gearing % 57 72 79 120 85
Average number of employees 3 Number 19,000 19,600 20,700 22,500 21,100
1 Other items comprise the amortisation of certain acquired intangible assets and fair value changes on financing derivatives.
2 Based on continuing operations before exceptional and other items.
3 Based on continuing operations.
4 Includes proposed final dividends.
5 Based on underlying operating profit from continuing operations and underlying net interest expense from continuing operations.
6 Underlying operating profit from total operations (excluding Glass, sold in 2007) plus share of associates and joint ventures profit after tax divided by the average of opening and closing
shareholders’ equity after adding back retirement benefit obligations (net of tax) and net borrowings and excluding goodwill and certain acquired intangible assets.
7 Underlying operating profit from total operations (excluding Glass, sold in 2007) plus share of associates and joint ventures profit after tax divided by the average of opening and closing
shareholders’ equity after adding back retirement benefit obligations (net of tax) and net borrowings.
2011
£m
2011
£m
2010
£m
2010
£m
2009
£m
2009
£m
2008
£m
2008
£m
2007
£m
2007
£m

company
financial
statements
136 independent auditors’ report to the members of Rexam PLC
137 Rexam PLC balance sheet
notes to the Company financial statements:
138 note 1 – principal accounting policies
139 note 2 – employee costs and numbers
139 note 3 – equity dividends
140 note 4 – tangible assets
140 note 5 – investments in subsidiaries
141 note 6 – debtors receivable within one year
141 note 7 – other creditors
141 note 8 – borrowings
142 note 9 – derivative financial instruments
142 note 10 – operating lease commitments
142 note 11 – contingent liabilities
143 note 12 – capital and reserves
143 note 13 – share based payment
Rexam produces a variety of can ends, some of
which have coloured and customised tabs – giving
our customers an enhanced on-shelf presence.
135
financial statements governance sustainability
business review
overview

136 Rexam annual report 2011
independent auditors’ report to the members of Rexam PLC
We have audited the Company financial statements of Rexam PLC for the year ended 31 December 2011 which comprise the Rexam PLC
balance sheet and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and
United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
respective responsibilities of directors and auditors
As explained more fully in the statement of directors’ responsibilities set out on page 81, the directors are responsible for the preparation of
the Company financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an
opinion on the Company financial statements in accordance with applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3
of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for
any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by
our prior consent in writing.
scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance
that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether
the accounting policies are appropriate to the Company’s circumstances and have been consistently applied and adequately disclosed;
the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In
addition, we read all the financial and non financial information in the Rexam annual report 2011 to identify material inconsistencies with
the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the
implications for our report.
opinion on financial statements
In our opinion the Company financial statements:
• give a true and fair view of the state of the company’s affairs as at 31 December 2011;
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
opinion on other matters prescribed by the Companies Act 2006
In our opinion:
• the part of the remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006; and
• the information given in the directors’ report for the financial year for which the Company financial statements are prepared is
consistent with the Company financial statements.
matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from
branches not visited by us; or
• the Company financial statements and the part of the remuneration report to be audited are not in agreement with the accounting
records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
other matter
We have reported separately on the consolidated financial statements of Rexam PLC for the year ended 31 December 2011.
Robert Milburn (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
22 February 2012

Rexam PLC balance sheet
As at 31 December notes
Fixed assets
Tangible assets 4 14 15
Investments in subsidiaries 5 5,202 5,204
Derivative financial instruments 9 276 243
Current assets
5,492 5,462
Debtors receivable within one year 6 20 14
Derivative financial instruments 9 10 27
Cash at bank and in hand 343 69
Creditors: amounts falling due within one year
373 110
Borrowings 8 (39) (41)
Derivative financial instruments 9 (2) (3)
Other creditors 7 (333) (420)
(374) (464)
Net current liabilities (1) (354)
Total assets less current liabilities
Creditors: amounts falling due after more than one year
5,491 5,108
Borrowings 8 (1,753) (1,753)
Derivative financial instruments 9 (170) (184)
Other creditors 7 (693) (674)
(2,616) (2,611)
Provisions for liabilities and charges (2) (1)
Net assets 2,873 2,496
Capital and reserves
Ordinary share capital 564 564
Share premium account 989 989
Capital redemption reserve 351 351
Profit and loss reserve 814 437
Other reserves 155 155
Total capital and reserves 12 2,873 2,496
Approved by the board on 22 February 2012
Graham Chipchase, chief executive David Robbie, finance director
2011
£m
2010
£m
137
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financial statements governance
sustainability
business review

138 Rexam annual report 2011
notes to the Company financial statements
1 principal accounting policies
The financial statements of Rexam PLC are prepared under UK GAAP using the historical cost convention as modified by the revaluation
of certain financial instruments and share based payments and in accordance with applicable accounting standards. As permitted by
section 408 of the Companies Act 2006, the profit and loss account is not presented.
foreign currencies
All exchange differences arising on foreign currencies are taken to the profit and loss account.
interest
Interest on cash and cash equivalents and borrowings held at amortised cost is recognised in the profit and loss account using the effective
interest method. Interest includes exchange differences arising on cash and cash equivalents and borrowings. Interest includes all fair
value gains and losses on derivative financial instruments, and corresponding adjustments to hedged items under designated fair value
hedging relationships, where they relate to financing activities and are recognised in the profit and loss account.
retirement benefits
The pension rights of Rexam PLC employees are dealt with through a self administered scheme, the assets of which are held independently
of the Group. The scheme is a defined benefit scheme that is funded partly by contributions from members and partly by contributions from
Rexam PLC and its subsidiaries at rates advised by independent professionally qualified actuaries. In accordance with FRS17, Rexam PLC
accounts for its contributions as though it were a defined contribution scheme. This is because the underlying assets and liabilities of the
scheme cover Rexam PLC and a number of its subsidiaries and it cannot be split between each subsidiary on a consistent and reasonable
basis, as the scheme has a large number of members who were employed by companies which are no longer in existence or are no longer
part of the Group. An actuarial valuation at a Group level on an FRS17 basis has not been performed, but a deficit at 31 December 2011
of £13m (2010: surplus £19m) has been calculated in accordance with IAS19. Further details of the scheme and its accounting deficit can
be found in note 27 to the consolidated financial statements.
share based payment
Rexam PLC operates various equity settled share option schemes. The services received from employees are measured by reference to
the fair value of the share options. The fair value is calculated at grant date and recognised in the profit and loss account, together with a
corresponding increase in shareholders’ funds. Equity settled share options granted directly to subsidiary company employees are treated
as a capital contribution to the subsidiary. The capital contribution is measured by reference to the fair value of the share options and
recognised as an increase in the cost of investment with a corresponding increase in shareholders’ funds. The recognition of the fair value
is based on a straight line basis over the vesting period, based on an estimate of the number of options that will eventually vest. Vesting
conditions, which comprise service conditions and performance conditions, are not taken into account when estimating the fair value.
All non vesting conditions are included in fair value. FRS20 has been applied to equity settled share options granted after 7 November
2002. The Rexam Employee Share Trust holds shares in Rexam PLC which are presented in the balance sheet as a deduction from
shareholders’ funds.
tangible fixed assets
Tangible fixed assets are stated in the balance sheet at cost less provision for depreciation. Depreciation is calculated to write off the cost,
less estimated residual value, of tangible fixed assets over their expected lives by equal annual instalments. Depreciation is provided on all
tangible fixed assets. Assumed lives vary according to the class of asset as follows:
Computer hardware and software 2 to 7 years
Fixtures and fittings 4 to 10 years
investments in subsidiaries
Investments in subsidiaries are stated at cost less provisions for impairment where appropriate.
dividends
Under FRS21, final ordinary dividends payable to the shareholders of Rexam PLC are recognised in the period that they are approved by
the shareholders. Interim ordinary dividends payable are recognised in the period that they are paid. Dividends receivable are recognised
when the Company’s right to receive payment is established.

1 principal accounting policies continued
financial instruments
Derivative financial instruments are measured at fair value. Derivative financial instruments used by the Company include interest rate
swaps, cross currency swaps, forward foreign exchange contracts and forward aluminium commodity contracts.
Certain derivative financial instruments are designated as hedges in line with the Company’s risk management policies. Hedges are
classified as follows:
(i) fair value hedges where they hedge the exposure to changes in the fair value of a recognised asset or liability.
(ii) cash flow hedges where they hedge exposure to variability in cash flows that is attributable to a particular risk associated with
a recognised asset or liability or a forecast transaction.
For fair value hedges, any gain or loss from remeasuring the hedging instrument at fair value is recognised in the profit and loss account.
Any gain or loss on the hedged item attributable to the hedged risk is adjusted against the carrying amount of the hedged item and
similarly recognised in the profit and loss account.
For cash flow hedges, the portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised
in reserves, with any ineffective portion recognised in the profit and loss account. When hedged cash flows result in the recognition of a
non financial asset or liability, the associated gains or losses previously recognised in reserves are included in the initial measurement of
the asset or liability. For all other cash flow hedges, the gains or losses that are recognised in reserves are transferred to the profit and loss
account in the same period in which the hedged cash flows affect the profit and loss account.
Any gains or losses arising from changes in fair value of derivative financial instruments not designated as hedges are recognised
immediately in the profit and loss account.
Borrowings are measured at amortised cost except where they are hedged by an effective fair value hedge, in which case the carrying
value is adjusted to reflect the fair value movements associated with the hedged risk.
Up front fees paid on the establishment of loan facilities are initially capitalised as transaction costs of the loan and amortised in interest
over the expected term of the loan. Ongoing commitment fees are expensed in interest as incurred.
Debtors are measured at amortised cost less any provision for impairment. Debtors are discounted when the time value of money
is considered material.
2 employee costs and numbers
Employee costs including directors:
Wages and salaries 18 17
Social security 2 2
Retirement benefits 10 8
Share based payment 4 2
For details of directors’ remuneration see the remuneration report.
2011
£m
2011
Number
2010
£m
34 29
Average employee numbers 126 109
3 equity dividends
For details of equity dividends see note 11 to the consolidated financial statements.
2010
Number
139
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business review

140
Rexam annual report 2011
notes to the Company financial statements
4 tangible assets
Computer
hardware
and software
£m
Fixtures and
fittings
£m
Cost
At 1 January 2011 25 2 27
Additions 2 1 3
At 31 December 2011 27 3 30
Accumulated depreciation
At 1 January 2011 (11) (1) (12)
Depreciation for the year (4) – (4)
At 31 December 2011 (15) (1) (16)
Carrying value at 31 December 2011 12 2 14
Cost
At 1 January 2010 18 2 20
Additions 7 – 7
At 31 December 2010 25 2 27
Accumulated depreciation
At 1 January 2010 (8) (1) (9)
Depreciation for the year (3) – (3)
At 31 December 2010 (11) (1) (12)
Carrying value at 31 December 2010 14 1 15
5 investments in subsidiaries
At 1 January 2011 2,000 3,204 5,204
Exchange differences – (37) (37)
Additions/advances 15 341 356
Disposals/repayments – (321) (321)
At 31 December 2011 2,015 3,187 5,202
At 1 January 2010 1,778 3,555 5,333
Exchange differences – 42 42
Additions/advances 611 1,007 1,618
Disposals/repayments (389) (1,400) (1,789)
At 31 December 2010 2,000 3,204 5,204
For details of the principal subsidiaries of Rexam PLC see note 15 to the consolidated financial statements.
Shares
£m
Loans
£m
Total
£m
Total
£m

6 debtors receivable within one year
Trade debtors 2 1
Trade balances due from subsidiaries 2 2
Prepayments 3 3
Other debtors 13 8
7 other creditors
2011
£m
2010
£m
20 14
Amounts falling due within one year
Trade creditors (3) (1)
Interest bearing loans due to subsidiaries (306) (402)
Other tax and social security (2) (2)
Accruals (10) (12)
Other creditors (12) (3)
(333) (420)
Amounts falling due after more than one year
Due to subsidiaries (693) (672)
Other creditors – (2)
8 borrowings
2011
£m
2010
£m
(693) (674)
Unsecured
Bank overdrafts (1) –
Bank loans net of capitalised financing fees 5 3
US public bond (357) (357)
US private placement (147) (147)
Subordinated bond (736) (727)
Medium term notes (556) (566)
Repayment analysis
Amounts falling due after more than one year:
(1,792) (1,794)
In more than one year but not more than two years (1,040) –
In more than two years but not more than five years 5 (1,044)
In more than five years (718) (709)
(1,753) (1,753)
Amounts falling due within one year (39) (41)
(1,792) (1,794)
In 2011 a fair value loss of £1m (2010: £nil) on medium term notes and a fair value gain of £10m (2010: loss of £5m) on the subordinated
bond under designated fair value hedge relationships were included in retained profit for the year.
2011
£m
2010
£m
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142
Rexam annual report 2011
notes to the Company financial statements
9 derivative financial instruments
For details of the financial risk management objectives and policies and principal financial risks see note 26 to the consolidated
financial statements.
Fair value of derivative financial instruments at 31 December
Cross currency swaps 110 82
Interest rate swaps 4 3
Forward foreign exchange contracts – (2)
2011
£m
2010
£m
114 83
Market values have been used to calculate the fair value of cross currency swaps. The fair value of interest rate swaps has been determined
by discounting cash flows at prevailing interest rates. The fair value of forward foreign exchange contracts has been determined by
marking those contracts to market against prevailing forward foreign exchange rates.
Fair value changes included in retained profit at 31 December
Cross currency swaps (57) 40
Interest rate swaps 3 9
Forward foreign exchange contracts (3) (1)
2011
£m
2010
£m
(57) 48
cross currency swaps
At 31 December 2011 and 2010 two cross currency swaps were outstanding. The first swapped €750m to £505m receiving fixed interest
rates of 6.75% and paying floating interest rates. The second swapped £505m to US$1,007m receiving and paying floating interest rates.
Both of these swaps mature in 2017.
interest rate swaps
Principal
Start
date
Maturity
date Receive Pay
€200m 2006 2013 4.375% Floating + margin
US$400m 2009 2012 Floating 2.06%
US$161m 2010 2012 Floating 1.0% to 3.7%
€200m 2013 2014 Floating 1.56%
US$350m 2013 2014 Floating 1.27%
US$325m 2013 2014 Floating 1.10%
forward foreign exchange contracts
At 31 December 2011, forward foreign exchange contracts had principal amounts equivalent to £41m (2010: £269m). The main
currencies traded were the US dollar, euro and rouble. These contracts mature in 2012 (2010: 2011).
10 operating lease commitments
Operating lease rentals payable in 2012 relating to contracts expiring after five years are £1m (2011: £1m).
11 contingent liabilities
Guarantees 2 44
2011
£m
2010
£m

12 capital and reserves
Ordinary
share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Profit
and loss
reserve
£m
Merger
and other
reserves
£m
At 1 January 2011 564 989 351 437 155 2,496
Retained profit for the year – – – 377 – 377
Share options: value of services provided – – – 3 – 3
Share options: cost of investment – – – 15 – 15
Purchase of Rexam PLC shares by Employee Share Trust – – – (18) – (18)
At 31 December 2011 564 989 351 814 155 2,873
At 1 January 2010 563 989 351 342 155 2,400
Retained profit for the year – – – 90 – 90
Share options: value of services provided – – – 2 – 2
Share options: proceeds from shares issued 1 – – – – 1
Share options: cost of investment – – – 9 – 9
Purchase of Rexam PLC shares by Employee Share Trust – – – (6) – (6)
At 31 December 2010 564 989 351 437 155 2,496
The profit after tax for the financial year dealt within the financial statements of Rexam PLC is £488m (2010: £195m). Other reserves reflect
unrealised gains related to the transfer of investments between subsidiaries. The profit and loss reserve of £814m (2010: £437m) arose
partly as a result of a provision of £214m against certain investments in subsidiaries in 2001 of which £156m was reversed in 2005. The
directors consider the value of the remaining investments in subsidiaries is considerably more than their book value. Accordingly, the
remaining provision of £58m does not impact the distributable reserves of Rexam PLC which were £842m at 31 December 2011
(2010: £480m) after deducting £30m (2010: £15m) in respect of share options capitalised in cost of investment.
For details of ordinary shares see note 29 to the consolidated financial statements.
13 share based payment
Rexam PLC’s share based payment schemes comprise LTIP, LTIP 2007, ESOS and SAYE. For further information on these schemes, including
the valuation models, assumptions used and settlement basis, see note 31 to the consolidated financial statements.
The number of options and weighted average exercise prices of share option schemes relating to Rexam PLC are set out below.
2011
Number of
options
Thousands
2011
Weighted average
exercise price
£
2010
Number of
options
Thousands
Total
equity
£m
2010
Weighted average
exercise price
£
Outstanding at 1 January 5,450 0.88 4,598 1.22
Granted 2,567 0.06 2,814 0.03
Transferred in 57 – 8 2.12
Exercised (52) 2.24 (62) 0.16
Lapsed (1,464) 0.09 (1,908) 0.47
Outstanding at 31 December 6,558 0.72 5,450 0.88
Exercisable at 31 December 967 3.99 505 4.03
The exercise prices and average remaining contractual lives of share options relating to Rexam PLC by scheme are set out below.
2011
Number of
options
Thousands
2011
Range of
exercise prices
£
2011
Weighted average
remaining
contractual life
Years
2010
Number of
options
Thousands
2010
Range of
exercise prices
£
2010
Weighted average
remaining
contractual life
Years
LTIP 5,211 – 1.7 2,726 – 2.2
LTIP 2007 – – – 1,343 – 4.2
ESOS 958 2.71 to 4.57 5.5 1,024 2.14 to 4.57 6.3
SAYE 389 2.12 to 2.91 2.8 357 2.12 to 3.65 3.5
143
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financial statements governance
sustainability
business review

144 Rexam annual report 2011
shareholder information
Rexam website
www.rexam.com
The Rexam website has a range of information on the Group.
You can view online or download publications such as the
Consumer Packaging Report (packaging unwrapped), Rexam’s
annual reports, half year results announcements, press releases
and AGM related information and documents. There is practical
information such as real time and historic Rexam shares prices and,
in the Investors’ section, information on dividend payments and
record dates, and choices as to how your dividend can be paid
directly to your bank account or reinvested in shares through the
dividend reinvestment plan.
stock exchange listing
The Company’s ordinary shares of 642 /7p each are listed with
the UK Listing Authority and trade on the London Stock Exchange
under the code REX. In the US, shares are traded in the form
of ADRs under the symbol REXMY on the Pink Sheets electronic
trading market.
holders of ordinary shares
registrar
www.shareview.co.uk
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
United Kingdom
Tel: 0800 169 6946 for UK shareholders1 Tel: +44 121 415 7008 for overseas shareholders2 Please write to Equiniti or contact their helpline to:
• check your shareholding
• register change of address or name
• obtain a replacement dividend cheque or tax voucher
• record the death of a shareholder
• amalgamate multiple accounts
• ask any other question about your shareholding.
1 Calls to this number are free of charge when dialled from a BT landline. Other telephone
provider costs may vary. Lines open 8.30am to 5.30pm, Monday to Friday.
2 Lines open 8.30am to 5.30pm, Monday to Friday.
holders of american depositary receipts (ADRs)
depositary
www.bnymellon.com/shareowner
The Bank of New York Mellon
PO Box 358516
Pittsburgh, PA 15252-8516
United States
Tel: +1 201 680 6825
Tel: 1 888 BNY ADRS (toll free within the US)
email: shrrelations@bnymellon.com
Please write to The Bank of New York Mellon or contact their
helpline to ask any question about Rexam’s ADR programme.
capital gains tax
The market value of Rexam shares at 31 March 1982 was 75.3p per
share, as adjusted for the subdivision of shares in November 1992
and the capital reorganisation in October 1998.
Shareholders requiring clarification of their capital gains tax
position should consult their professional advisor.
ShareGift
www.sharegift.org
Tel: +44 (0)20 7930 3737
ShareGift is an independent charity share donation scheme that
provides a charitable solution to the problem of unwanted small
holdings of shares. If you have shares that you wish to dispose of
and whose value makes it uneconomic to sell, you may wish to
consider donating them to charity through ShareGift.
fraudulent transactions
http://www.fsa.gov.uk/consumerinformation
The Financial Services Authority (FSA)
25 The North Colonnade
Canary Wharf
London E14 5HS
United Kingdom
Tel: 0845 606 1234 if calling from within the UK
Tel: +44 20 7066 1000 if calling from outside the UK
The FSA has issued a warning to all UK shareholders about
unsolicited phone calls or correspondence concerning investment
matters. If you receive such calls and are concerned, report the
matter to the FSA either by calling them or visiting their website.
financial calendar 2012
Please check the Rexam website nearer to the expected dates
to ensure there have been no changes to them.
Events 2012
Announcement of 2011 final results 22 February
Announcement of 1 st interim management statement 3 May
Annual General Meeting 2012 3 May
Ex dividend date for 2011 final dividend 9 May
Record date for 2011 final dividend 11 May
Proposed payment date for 2011 final dividend 7 June
Announcement of 2012 half year results 1 August
Proposed payment date for 2012 interim dividend 4 September
Announcement of 2 nd interim management statement 15 November
Financial year end 31 December
shareholder profile
An analysis of Rexam PLC ordinary shares by category and size of
holding, as at 21 February 2012, is as follows:
holdings
number %
shares
number %
Category
Individuals 13,824 74 20,874,240 2
Institutions 4,917 26 856,164,013 98
18,741 100 877,038,253 100
Size of holding
Up to 2,000 shares 13,583 73 9,998,966 1
2,001 – 20,000 shares 4,389 23 20,281,777 2
20,001 – 100,000 shares 356 2 17,117,760 2
Over 100,000 shares 413 2 829,639,750 95
18,741 100 877,038,253 100

addresses
registered office and headquarters
Rexam PLC
4 Millbank
London SW1P 3XR
United Kingdom
Tel: +44 (0)20 7227 4100
Fax: +44 (0)20 7227 4109
main overseas service centre
USA
Rexam Inc
4201 Congress Street
Suite 340
Charlotte
NC 28209
United States
Tel: +1 704 551 1500
Fax: +1 704 551 1572
For details of our individual operations
please go to our website www.rexam.com
Board photography: Marcus Lyon
Feature photography:
L2PM Films and Lasse Davidsson
design and production by Radley Yeldar
www.ry.com
This report has been printed on Hello Silk,
a paper which is certified by the Forest
Stewardship Council ® . The paper is made
in a mill registered to EMAS, the Eco
Management Audit Scheme, and with
ISO14001 environmental management
system accreditation. This report was
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EMAS and with ISO14001 environmental
management system accreditation.
operational headquarters
Rexam Beverage Can Europe & Asia
100 Capability Green
Luton
Bedfordshire LU1 3LG
United Kingdom
Tel: +44 (0)1582 408999
Fax: +44 (0)1582 726065
Rexam Beverage Can North America
8770 W Bryn Mawr Avenue
Chicago
IL 60631
United States
Tel: +1 773 399 3000
Fax: +1 773 399 8088
Rexam Beverage Can South America
Av. Luis Carlos Prestes
290 – sala 101
Barra da Tijuca
Rio de Janeiro – RJ
CEP 22.775-055
Brazil
Tel: +55 21 2104 3300
Fax: +55 21 2104 3425
Rexam Plastic Packaging
4 Millbank
London SW1P 3XR
United Kingdom
Tel: +44 (0)20 7227 4100
Fax: +44 (0)20 7227 4109
find out more online
Our website www.rexam.com
contains a full interactive version
of the 2011 annual report. It also
contains annual reports from
previous years (back to 1999)
as well as investor presentations,
publications and other material
on Rexam, its markets and business.
145

Rexam PLC
4 Millbank
London SW1P 3XR
United Kingdom
www.rexam.com