UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 20202022

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 001-36786001-38932
amcr-20220630_g1.jpg
AMCOR PLC
(Exact name of registrant as specified in its charter)
Jersey 98-1455367
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
83 Tower Road North
Warmley, Bristol
United KingdomBS30 8XP
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: +44 117 9753200

    Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange
on which registered
Ordinary Shares, par value $0.01 per share AMCRThe New York Stock Exchange
1.125% Guaranteed Senior Notes Due 2027AUKF/27The New York Stock Exchange

    Securities registered pursuant to section 12(g) of the Act: None

    Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐




    Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

    Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer Smaller Reporting Company
Accelerated Filer Emerging Growth Company
Non-Accelerated Filer

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

    Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

    The aggregate market value of the ordinary shares held by non-affiliates of the registrant, computed by reference to the closing price of such shares as of the last business day of the registrant’s most recently completed second quarter, was $17.4 billion$18.1 billion.

    As of August 25, 2020,16, 2022, the Registrant had 1,568,481,5191,489,019,556 shares issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

    Certain information required for Part III of this Annual Report on Form 10-K is incorporated by reference to the Amcor plc definitive Proxy Statement for its 20202022 Annual Shareholder Meeting, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, within 120 days of Amcor plc’s fiscal year end.




Amcor plc
Annual Report on Form 10-K
Table of Contents
  
  
  
Selected Financial DataRemoved and Reserved
 
 
 
 
 
   
  
   
  
 

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Forward-Looking Statements

    Unless otherwise indicated, references to "Amcor," the "Company," "we," "our," and "us" in this Annual Report on Form 10-K refer to Amcor plc and its consolidated subsidiaries.

    This Annual Report on Form 10-K contains certain statements that are "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified with words like "believe,"believe," "expect," "target", "project","target," "project," "may," "could," "would," "approximately," "possible," "will," "should," "expect," "intend," "plan," "anticipate," "commit," "estimate," "potential," "outlook""ambitions," "outlook," or "continue," the negative of these words, other terms of similar meaning, or the use of future dates. Such statements are based on the current expectations of the management of Amcor and are qualified by the inherent risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. None of Amcor or any of its respective directors, executive officers, or advisors, provide any representation, assurance, or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Risks and uncertainties that could cause actual results to differ from expectations include, but are not limited to:

The continued financial and operational impacts of the 2019 Novel Coronavirus ("COVID-19") pandemic on Amcor and its customers, suppliers, employees and the geographic markets in which it and its customers operate (see Part II, "Item 1A. - Risk Factors" for more information about the risks to the Company due to COVID-19);
changesChanges in consumer demand patterns and customer requirements in numerous industries;
the loss of key customers, a reduction in their production requirements, or consolidation among key customers;
significant competition in the industries and regions in which we operate;
the failure to successfully integrate acquisitions in the expected time frame;
the inability to expand our current business effectively through either organic growth, including by product innovation, or acquisitions;
challenges to or the loss of our intellectual property rights;
challenging current and future global economic conditions;conditions, including inflation and supply chain disruptions;
impact of operating internationally;internationally, including negative impacts from the Russia-Ukraine conflict;
price fluctuations or shortages in the availability of raw materials, energy and other inputs, which could adversely affect our business;
production, supply, and other commercial risks, including counterparty credit risks, which may be exacerbated in times of economic downturn;volatility;
a failure in our information technology systems;global health outbreaks, including the Coronavirus pandemic ("COVID-19");
an inability to attract and retain key personnel;
costs and liabilities related to current and future environmental andenvironment, health and safety laws and regulations;
labor disputes;
the possibility that the phase out of the London Interbank Offered Rate ("LIBOR") causes our interest expenserisks related to increase;climate change;
foreign exchange rate risk;failures or disruptions in information technology systems;
an increase in interest rates;cybersecurity risks, which could disrupt our operations or risk of loss of our sensitive business information;
a significant increase in our indebtedness or a downgrade in our credit rating that could reduce our operating flexibility and increase our borrowing costs and negatively affect our financial condition and results of operations;
a failure to hedge effectively against adverse fluctuations inforeign exchange rate risk;
rising interest rates that increase our borrowing costs on our variable rate indebtedness and foreign exchange rates;could have other negative impacts;
a significant write-down of goodwill and/or other intangible assets;
our needfailure to maintain an effective system of internal control over financial reporting in the future;reporting;
an inability of our insurance policies, including our use of a captive insurance company, to provide adequate protection against all of the risks we face;
an inability to defend our intellectual property rights or intellectual property infringement claims against us;
litigation, including product liability claims, or regulatory developments;
increasing scrutiny and changing expectations with respect to our Environmental, Social, and Governance ("ESG") practices resulting in additional costs or exposure to additional risks;
changing government regulations in environmental, health, and safety matters; and
changes in tax laws or changes in our ability to develop and successfully introduce new products and to develop, acquire and retain intellectual property rights.geographic mix of earnings.

    Additional factors that could cause actual results to differ from those expected are discussed in this Annual Report on Form 10-K, including in the sections entitled "Item 1A - Risk Factors" and "Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations," and in Amcor’s subsequent filings with the Securities and Exchange Commission.

    Forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made. Amcor assumes no obligation, and disclaims any obligation, to update the information contained in
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this report. All forward-looking statements in this Annual Report on Form 10-K are qualified in their entirety by this cautionary statement.

54


PART I

Item 1. - Business

The Company

    Amcor plc (ARBN 630 385 278) is a holding company originally incorporated under the name Arctic Jersey Limited as a limited company under the Laws of the Bailiwick of Jersey in July 2018, in order to effect the Company's combination with Bemis Company, Inc. On October 10, 2018, Arctic Jersey Limited was renamed "Amcor plc" and became a public limited company incorporated under the Laws of the Bailiwick of Jersey. Our history dates back more than 150 years, with origins in both Australia and the USA. Today, we are a global leader in developing and producing responsible packaging for food, beverage, pharmaceutical, medical, home and personal-care, and other products. Our innovation excellence and global packaging expertise enables us to solve packaging challenges around the world every day, producing packaging that is more functional, appealing, and cost effective for our customers and their consumers and importantly, more sustainable for the environment.

Bemis Company, Inc. MergerSustainability
    Sustainability is central to our business and one of our most exciting opportunities for growth. Working daily to embed sustainability deeper into everything we do, Amcor has been a leader in the industry in promoting sustainability. We aspire to improve the quality of lives, protect ecosystems, and preserve natural resources for future generations by offering a unique range of responsible packaging solutions, leveraging our global scale, reach, and expertise to meet our customers’ growing sustainability expectations. In January 2018, we became the world’s first packaging company to pledge that all our packaging would be designed to be recycled, compostable, or reusable by 2025 and also committed to increasing the amount of recycled content we use. We are delivering against these commitments and continue to lead in the development of a responsible packaging value chain through our innovations and partnerships. We have identified a clear path to meeting our sustainability ambitions and those of our customers by focusing on the three elements of responsible packaging – product innovation, consumer participation, and infrastructure development.

        On June 11, 2019,Differentiated Solutions
    Our product portfolio is diverse and dynamic due to our constant innovation and close partnerships with our customers. Behind every one of our products stands a unique combination of technical know-how, business experience, and expertise. We work closely with our customers to identify feasible, high-performance, responsible packaging solutions based on their unique needs. Where solutions do not currently exist, we completedwork to innovate new ones. We invest approximately $100 million every year in our industry-leading research and development capabilities, bringing together the acquisitionbest in packaging design, science, manufacturing, and people.

Expertise across Packaging Materials
    We believe that we are uniquely positioned to offer a variety of Bemis Company, Inc. ("Bemis"),packaging solutions with a global manufacturerwide, differentiated portfolio of flexibleproducts. Our packaging products, pursuant to the definitive merger agreement (the "Agreement") between Amcor Limitedexpertise covers all main packaging materials including paper, metal, plastic, recycled, and Bemis dated August 6, 2018. Under the terms of the Agreement, Bemis shareholders received 5.1 Amcor shares for each share of Bemis stock and Amcor shareholders received one Amcor CHESS Depositary Instrument ("CDI") for each share of Amcor Limited stock issued and outstanding. Upon completion of the transaction, the Amcor shares were registered with the Securities and Exchange Commission ("SEC") and traded on the New York Stock Exchange ("NYSE") under the symbol "AMCR"bio-based materials and the CDI's representing our shares on the Australian Securities Exchange ("ASX") are traded under the symbol "AMC." In addition, Amcor Limited shares were delisted from the ASXsustainable use of recyclable plastics. Our expertise and Bemis shares were delisted from the NYSE.track record translate across many innovative solutions that customers can explore with ease and convenience to meet their growing packaging needs, while improving environmental impact.

Business Strategy

Strategy

Our business strategy consists of three components: a focused portfolio, differentiated capabilities, and our aspiration to be THE leading global packaging company. To fulfill our aspiration, we are determined to win for our customers, employees, shareholders, and the environment.

Focused portfolio

    Our portfolio of businesses share somecertain important characteristics:

A focus on primary packaging for fast-moving consumer goods,
good industry structure,
attractive relative growth, and
multiple paths for us to win fromthrough our leadership position, scale, and other competitive advantages.ability to differentiate our product offering through innovation.

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    These criteria have led us to the focused portfolio of strong businesses we have today across: flexible and rigid packaging, specialty cartons, and closures.

Differentiated capabilities

"The Amcor Way" describes the capabilities deployed consistently across Amcor that enable us to get leverage across our portfolio: Talent, Commercial Excellence, Operational Leadership, Innovation, and Cash and Capital Discipline. Our values of Safety, Integrity, Collaboration, Accountability, and Results and Outperformance guide our behavior, driving our winning aspiration to be THE leading global packaging company.

Shareholder value creation

    Through our portfolio of focused businessbusinesses and differentiated capabilities, we generate strong cash flow and redeploy cash to consistently create superior customer value.value for shareholders. The defensive nature of our consumer and healthcare end markets meanmeans that year-to-year volatility should be relatively low, measured on a constant currency basis. Over time, value creation has been strong and consistent through payingand has reflected a combination of dividends, and growingorganic growth in the base business, organically in a defensive set of end markets and pursuingusing free cash flow to pursue targeted acquisitions and/or by returning cash to shareholders via share buybacks.
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Segment Information

    Accounting Standards Codification ("ASC") 280, "Segment Reporting," establishes the standards for reporting information about segments in financial statements. In applying the criteria set forth in ASC 280, the Company haswe have determined it haswe have two reportingreportable segments, Flexibles and Rigid Packaging. The reportingreportable segments produce flexible packaging, rigid packaging, specialty cartons, and closure products, which are sold to customers participating in a range of attractive end use areas throughout Europe, North America, Latin America, Africa, and the Asia Pacific regions. Refer to Note 20,21, "Segments," of the notes to consolidated financial statements for financial information about reportingreportable segments.

Flexibles Segment

    TheOur Flexibles Segment develops and supplies flexible packaging globally. With approximately 40,00037,000 employees at 181 principal169 significant manufacturing and support facilities in 39 countries as of June 30, 2020,2022, the Flexibles Segment is one of the world's largest suppliers of plastic, aluminum, and fiber based flexible packaging. In fiscal year 2020,2022, Flexibles accounted for approximately 78%77% of the Company’s consolidated net sales.

Rigid Packaging Segment

    TheOur Rigid Packaging Segment manufacturersmanufactures rigid packaging containers and related products in the Americas. As of June 30, 2020,2022, the Rigid Packaging Segment employed approximately 6,000 employees at 50 principal52 significant manufacturing and support facilities in 11 countries. In fiscal year 2020,2022, Rigid Packaging accounted for approximately 22%23% of the Company’s consolidated net sales.

Marketing, Distribution, and Competition

    Our sales are made through a variety of distribution channels, but primarily through our direct sales force. Sales offices and plants are located throughout Europe, North America, Latin America, Africa, and Asia-Pacific regions to provide prompt and economical service to thousands of customers. Our technically trained sales force is supported by product development engineers, design technicians, field service technicians, and a customer service organization.teams.

    We did not have sales to a single customer that exceeded 10% of consolidated net sales forin the last three fiscal year 2020. Sales to PepsiCo, and its subsidiaries, accounted for approximately 11.1% and 11.0% of our sales in fiscal years 2019 and 2018, respectively. Business arrangements with PepsiCo are aggregated across a number of separate contracts in disparate locations and any change in these business arrangements would typically occur over a period of time.years.

    The major markets in which we sell our products historically have been, and continue to be, highly competitive. Areas of competition include service, innovation, quality, and price. Competitors include AptarGroup, Inc., Ball Corporation, Berry Global Group, Inc, CCL Industries Inc., Crown Holdings, Inc., Graphic Packaging Holding Company, Huhtamaki Oyj, International Paper Company, Mayr-Melnhof Karton AG, O-I Glass, Inc., Sealed Air Corporation, Silgan Holdings Inc., Sonoco Products Company, and WestRock Company, and a variety of privately held companies.

    We consider ourselves to be a significant participant in the markets in which we serve;operate; however, due to the diversity of our business, our precise competitive position in these markets is not reasonably determinable.

Backlog

    Working capital fluctuates throughout the year in relation to business volume and other marketplace conditions. We maintain inventory levels that provide a reasonable balance between obtaining raw materials at favorable prices and maintaining adequate inventory levels to enable us to fulfill our commitment to promptly fill customer orders. Manufacturing backlogs are not a significant factor in the industriesmarkets in which we operate.

Raw Materials

    Polymer resins and films, paper, inks, adhesives, aluminum, and chemicals constitute the major raw materials we use. These are purchased from a variety of global industry sources, and we are not significantly dependent on any one supplier for our raw materials. While temporarypersistent industry-wide shortages of certain raw materials mayhave continued to occur since the second half of fiscal 2021, we expecthave been able to continuemanage supply disruptions with no material impact by working closely with our suppliers and customers. Supply shortages can lead and have in the past led to successfully manageincreased raw material supplies without significant supply interruptions. Currently,price volatility. Increases in the price of raw materials are readily available but pricing may fluctuate.
generally able to be passed on to customers through contractual price mechanisms over time and other means. We expect supply disruption and price volatility to continue into fiscal year 2023 and will continue to work closely with our suppliers and customers in an effort to minimize the impact on our operations
.
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Intellectual Property

    We are the owner or licensee of more than a number ofthousand United States and other country patents and patent applications that relate to our products, manufacturing processes, and equipment. We have a number of trademarks and trademark registrations in the United States and in other countries. We also keep certain technology and processes as trade secrets. Our patents, licenses, and trademarks collectively provide a competitive advantage. However, the loss of any single patent or license alone would not have a material adverse effect on our results of operations as a whole or those of our reportingreportable segments. Patents, patent applications, and license agreements will expire or terminate over time by operation of law, in accordance with their terms, or otherwise.

Sustainability Innovation and Environmental Laws and RegulationsInnovation

    We believe there will always be a role for the primary packages made by Amcor. Packaging protects and preservespackaging we produce to preserve food, beverages, and healthcare products, protect consumers, and reduces the carbon footprint and waste of products. It extends shelf life and reduces food
and other product loss across a range of distribution channels.promote brands. Consumers also want cost effective, convenient, and easy to use packaging which also has anwith a reduced environmental footprint and a responsible end of life solutionsolution. We have identified a clear path to reduce waste.provide food, beverages, and healthcare products to people around the world in a more sustainable way, and meet our sustainability ambitions, and those of our customers by focusing on what we believe are the three elements of responsible packaging: product innovation, consumer participation, and infrastructure development. We believe our commitment to responsible packaging is integral to our success. Our responsible packaging solutions address both how the answerproduct is made, as well as what happens after the consumer uses it, offering a wide variety of options to achieve less waste through innovativeadvance sustainability while meeting our customers’ specific packaging needs. Sustainability is comprehensively embedded across our business, from the investments we are making in sustainable packaging innovation and design, waste management infrastructureto the partnerships we enter, and consumer participation.to how we run our manufacturing operations more efficiently.

    AmcorInnovation is committedcentral to responsible packagingAmcor’s approach to sustainability and we see this as being integral to our success. In January 2018, we became the first global packaging company pledging to develop all of our packaging to be recyclable or reusable by 2025, to significantly increase our use of recycled materialsspend approximately $100 million a year on research and to work with others to drive greater recycling of packaging around the world.

development. We are highly regarded for our innovation capabilities and we have thousands ofmore than a thousand active patents. We solve packaging challenges, developing differentiated products, services, and processes to protect our customers products and fulfil the needs of the consumers who rely on them around the globe. Drawing on unrivaled heritage in design, science and manufacturing, our more than 1,000 research and development ("R&D") professionals and engineers are constantly innovating new materials, formats, and technologies.

    We collaborate with like-minded partners, including customers and suppliers, and innovatorsin pursuit of innovative solutions to create industry-leading solutions, and with stakeholders to increase available infrastructure for waste collection, sorting andaddress some of the world’s most urgent challenges, including increasing recycling and reuse and protecting our planet. We also partner with non-governmental organizations, promising startups, and cross-industry initiatives and bodies. These partnerships enable us to inform consumers aboutlearn, experience other perspectives, share our expertise, and expand our innovation. With our partners, we advocate for sound global standards, better waste management infrastructure, and more consumer participation.

    We consider our overall environmental footprint to go well beyond the products we create. We also strive to continuously reduce the environmental implicationsimpacts of our operations and, for more than a decade, our EnviroAction program has helped us significantly improve how we manage energy, water, and waste in every one of our locations. In January 2022, we further increased our efforts by committing to science-based targets to reduce greenhouse gas emissions and achieve net zero emissions by 2050. These new commitments have been recognized by the Science Based Targets initiative (SBTi) and build on years of progress under our EnviroAction program. Through our unique material science and innovation capabilities, we also advise our customers on the best solutions for their specific needs and those of their packaging. Weconsumers – with broad flexibility across packaging functionality, formats, and materials.

    With our global scale, deep industry experience, and strong capabilities, we believe that we are uniquely positioned to lead the way in the design and development of more sustainable or environmentally friendly packaging. Addressing the need forpackaging, and increasing the supply of responsible packagingthis is one of the most important growth opportunities for Amcor.

Governmental Laws and Regulations

    Our operations and the real property we own, or lease, are subject to broad governmental laws and regulations, including environmental laws and regulations by multiple jurisdictions. These laws and regulations pertain to employee health and safety, the discharge of certain materials into the environment, handling and disposition of waste, and cleanup of contaminated soil and ground water, as well as various other protections of the environment.rules to control pollution and manage natural resources, and other government regulations. We believe that we are in substantial compliance with applicable health and safety laws, environmental laws and regulations based on implementationthe execution of our Environmental, Health, and Safety Management System and regular audits of those processes and systems. However, we cannot predict with certainty that we will not, in the future, incur liability with respect to noncompliance with health and safety laws, environmental laws and regulations due to contamination of sites formerly or currently owned or
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operated by us (including contamination caused by prior owners and operators of such sites) or the off-site disposal of regulated materials, or other broad government regulations which could be material.significant. In addition, these laws and regulations are constantly changing, and we cannot always anticipate these changes. Refer to Note 19,20, "Contingencies and Legal Proceedings," of the notes to the consolidated financial statements for information about legal proceedings. For a more detailed description of the various laws and regulations that affect our business, see Item 1A. "Risk Factors".

Employees

        As of June 30, 2020, we employed approximately 47,000 people worldwide, with approximately 42% of those employees being covered by collective bargaining agreements. Our relations with employees under collective bargaining agreements remain satisfactory and there have been no significant work stoppages or other labor disputes during the past three years. For more on collective bargaining and labor disputes, see "Item 1A - Risk Factors."

Seasonal Factors

    The business of each of the reportingreportable segments is not seasonal to any material extent.

Research and Development

    Refer to Note 2, "Significant Accounting Policies," of the notes to consolidated financial statements for information about our research and development expenditures and policies.

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Human Capital Management

Overview

    Amcor’s aspiration is to be ‘THE leading global packaging company'. Our people are core to the achievement of our aspiration. We believe we are winning for our people when they feel safe, engaged, and are developing as part of a high-performing, global team. We strive to build an outperformance culture in which we consistently deliver results and strive to surpass expectations. At Amcor, we are stronger because of the diverse strengths, styles, cultures, and experiences of our people. We aim to create inclusive working environments to ensure each colleague feels valued, treated with respect, encouraged to speak, and empowered to be their best.

    As of June 30, 2022, we had approximately 44,000 employees, including part-time and temporary workers, worldwide, with approximately 30% located in North America, 30% located in Europe, 20% located in Latin America, and 20% located in the Asia Pacific region. Collective bargaining agreements cover approximately 46% of our workforce. As of June 30, 2022, approximately 6% of our employees were working under expired contracts and approximately 21% were covered under collective bargaining agreements that expire within one year.

Health and Safety

    Safety is a core value at Amcor. We take care of ourselves and each other, so everyone returns home safely every day. Across every level of our organization, we role model and recognize safe and responsible behavior as we strive to achieve an injury-free Amcor. All our facilities abide by global Environment, Health, and Safety ("EHS") standards for safety and environmental management. Our Board of Directors receives monthly reports on safety performance and compliance with our global EHS standards. During fiscal year 2022, we reduced the number of injuries by 3% and 57% of our sites were injury free.

    Our response to the COVID-19 pandemic illustrates our commitment to the health and safety of our employees and the communities in which we work. We implemented rigorous protocols supported by precautionary measures in each of our manufacturing and office locations globally to help ensure the health and safety of our people.

    As we emerge from the pandemic and continue to focus on the health of our employees, we have worked diligently to provide a compelling workplace for them to return to while recognizing and accommodating the need for flexibility.

Developing Talent

    At Amcor, we are dedicated to attracting, developing, engaging, and retaining the best talent to deliver our 'Winning Aspiration' and ensure a strong succession pipeline for the future.

    Our approach to talent is guided by the understanding that differentiated, industry-leading talent deployed consistently across our business will enable Amcor’s success.

    We deploy systems and processes to ensure our people have clear goals and are empowered to achieve them. Through performance management, we align these goals to business targets, providing line of sight so each employee understands how they contribute to our success. Through formal reviews, performance coaching, and feedback, our leaders implement a rigorous cycle to foster talent.

Learning & Development

    We have implemented training and education programs to help our employees progress across functions and experience levels. Examples of these programs include a Leading to Outperform program ("LTO") to further advance high-potential talent, a Senior Leader Development program ("SLDP") focusing on developing strategic management skills and inclusive leadership, and an Executive Development program ("EDP") for our most senior leaders. In each of these programs we partner with leading academic and executive education institutions from around the world.

    Recognizing the importance of the learning journey, our employees can also access our "Masterclass" program which delivers an annual series of executive education briefings on topics of functional excellence and business initiatives. Our focus this year has been on Accelerating Growth with showcase presentations from Marketing, R&D, Product Branding, and Innovation Leaders.

    Our "JumpStart@Amcor" global program accelerates onboarding of new employees and provides an avenue for cross-functional learning. We also run an Accelerated Career Development program ("ACDP") which provides a global intake on new talent with a structured rotation to develop commercial capabilities and an enhanced global commercial talent pipeline.


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Diversity & Inclusion

    At Amcor, we’re committed to providing an inclusive environment that empowers us to achieve our full potential. Becoming THE leading global packaging company requires us to create a culture in which everyone feels encouraged to speak and compelled to listen.

    Amcor is stronger as a result of the diverse talents, styles, cultures, and experiences of our people. With different perspectives come different solutions that enable us to win for our stakeholders. We are one global team in which everyone has a voice and can make a difference. With this in mind, we work to create a team environment that develops inclusive leaders, where we learn from our people, and where listening, trust, and respect are key behaviors that form the foundation of our interactions and foster mutual understanding.

    We focus on strengthening 'talent through diversity' and progress is reported to our Board annually. We continually review opportunities to strengthen our diversity transparency practices while adhering to privacy legislation in certain regions where we operate.

Engagement

    During fiscal year 2022, we completed our fifth global engagement survey. Titled "OurVoice@Amcor", the survey tracks the engagement of our employees across multiple dimensions and provides a benchmark against other global manufacturing companies. In the recent 2022 survey, we received feedback from over 30,000 Amcor employees from every country and business group. The dominant feedback was that colleagues feel Amcor is a great place to work and that they want more communication with leadership about the direction and future strategies of the Company. Action plans are underway across the organization to provide feedback loops and implement action plans.

Ethics

    Good corporate governance and transparency are fundamental to achieving our aspirations. Our employees are expected to act with integrity and objectivity and to always strive to enhance our reputation and performance.

    We maintain a Code of Business Conduct and Ethics Policy which is signed by every Amcor employee and provides the Company's framework for making ethical business decisions. We provide targeted training across the globe to reinforce our commitment to ethics and drive adherence to the national laws in each country in which we operate.


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Information about our Executive Officers

    The following sets forth the name, age, and business experience for at least the last five years of our principal executive officers. Unless otherwise indicated, positions shown are with Amcor.
Name (Age)Positions HeldPeriod the Position was Held
Ronald Delia (49)(51)Managing Director and Chief Executive Officer2015 to present
Executive VP, Finance and Chief Financial Officer2011 to 2015
VP and General Manager, Amcor Rigid Packaging Latin America2008 to 2011
Michael Casamento (49)(51)Executive VP, Finance and Chief Financial Officer2015 to present
VP, Corporate Finance2014 to 2015
Peter Konieczny (55)Susana Suarez Gonzalez (53)President, Amcor Flexibles Europe, Middle EastExecutive VP and AfricaChief Human Resources Officer20152022 to present
President, Amcor Specialty CartonsExecutive VP, Chief Human Resources and Diversity & Inclusion Officer, International Flavors and Fragrances20092016 to 20152022
Deborah Rasin (55)Executive VP and General Counsel2022 to present
Senior VP, Chief Legal Officer and Secretary, Hill-Rom Holdings2016 to 2022
Eric Roegner (50)(52)President, Amcor Rigid Packaging2018 to present
Executive Leadership Roles, Arconic, Inc. (f/k/a Alcoa Inc.)2006 to 2018
Fred Stephan (55)(57)President, Amcor Flexibles North America2019 to present
President, Bemis North America2017 to 2019
Senior VP and General Manager of the Insulation Systems - Johns Manville2011 to 2017
Ian Wilson (62)(64)Executive VP, Strategy and Development2000 to present
Michael Zacka (55)President, Amcor Flexibles Europe, Middle East and Africa2021 to present
President, Amcor Flexibles Asia Pacific and Chief Commercial Officer2017 to 2021
Tetra Pak Global Leadership Team1996 to 2017

Available Information

    We are a large accelerated filer (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rule 12b-2) and we are also an electronic filer. Electronically filed reports (Forms 4, 8-K, 10-K, 10-Q, S-3, S-8, etc.) can be accessed at the SEC's website (http://www.sec.gov). We make available free of charge (other than an investor’s own Internet access charges) through the Investor Relations section of the Company'sour website (http://www.amcor.com/investors), under "SEC Filings," our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and if applicable, amendments to those reports filed ofor furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. You may also obtain these reports by writing to the Company,us, Attention: Investor Relations, Amcor plc, Level 11, 60 City Road, Southbank, VIC, 3006, Australia. We are not including the information contained on our website as part of, or incorporating it by reference into, this Annual Report on Form 10-K.

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Item 1A. - Risk Factors

    The following factors, as well as factors described elsewhere in this Annual Report on Form 10-K, or in other filings by the Companyus with the Securities and Exchange Commission, could adversely affect the Company's consolidatedour business, financial position,condition, results of operations, or cash flows. Other factors not presently known to us or, that we presently believe are not material, could also affect our business operations and financial results.

Strategic Risks

Changes in Consumer Demand — We are exposed to changes in consumer demand patterns and customer requirements in numerous industries.

    Sales of our products and services depend heavily on the volume of sales made by our customers to consumers. Consequently, changes inAlternative consumer preferences for products in the industries that we serve or the packaging formats in which such products are delivered, whether as a result of changes in cost, convenience or health, environmental and social concerns and perceptions, may result in a decline in the demand for certain of our products or the obsolescence of some of our existing products. Although we have adopted certain strategies designed to mitigate the impact of declining sales, there is no guarantee that such strategies will be successful or will offset a decline in demand. Furthermore, anyAny new products that we produce may not meet sales or margin expectations due to many factors, including our or our customers' inability to accurately predict customer demand, end user preferences or movements in industry standards, or to develop products that meet consumer demand in a timely and cost-effective manner.

    Changing preferences for products and packaging formats may result in increased demand for other products we produce. However, to the extent changing preferences are not offset by demand for new or alternative products, changes to consumer preferences could have an adverse effect on our business, cash flow, financial condition, and results of operations.operations, or cash flows.

Key Customers and Customer Consolidation — The loss of key customers, a reduction in their production requirements or consolidation among key customers could have a significant adverse impact on our sales revenue and profitability.

    Relationships with our customers are fundamental to our success, particularly given the nature of the packaging industry and the other supply choices available to customers. From time to time,While we do not have a single customer depending on the current status and volumes of a number of separate contracts in disparate locations, may accountaccounting for 10% or more of our revenue. Sales to our largest customer accounted for approximately 11% of our total net sales for fiscal years 2019 and 2018. We did not have sales to a single customer that exceeded 10%than ten percent of our net sales, in 2020 or sales to any other customer that accounted for more than 10% of net sales in these fiscal periods.

        Customer concentration can be even more pronounced within certain business units.businesses. Consequently, the loss of any of our key customers or any significant reduction in their production requirements, or an adverse change in the terms of our supply agreements with them, could reduce our sales revenue and net profit. There is no assurance that existing customer relationships will be renewed at existing volume or price levels, or at all.

    There canCustomers with operations subject to physical risks, including due to climate change, may relocate production to areas that are less impacted and such areas may be no guarantee that our key customers will not in the future seekout of range of Amcor's production sites or supplying such relocated facilities may lead to source some or all of their products or services from competitors, change to alternative forms of packaging, begin manufacturing their packaging products in-house or seek to renew their business with us on terms less favorable than before.

additional costs. Any loss, change, or other adverse event related to our key customer relationships could have an adverse effect on our business, cash flow, financial condition, and results of operations, or cash flows, which effect may be material.

    In addition, over recent years certain of our customers have acquired companies with similar or complementary product lines. This consolidation has increased the concentration of our business with these customers. Such consolidation may be accompanied by pressure from customers for lower prices, reflecting the increase in the total volume of products purchased or the elimination of a price differential between the acquiring customer and the company acquired. While we have generally been successful at managing customer consolidations, increased pricing pressures from our customers could have a material adverse effect on our results of operations.

Competition — We face significant competition in the industries and regions in which we operate, which could adversely affect our business.

    We operate in highly competitive geographies and end use areas, each with varying barriers to entry, industry structures, and competitive behavior. We regularly bid for new and continuing business in the industries and regions in which
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we operate and we continue to change in response to consumer demand. We cannot predict with certainty the changes that may affect our competitiveness.

    The loss of business from our larger customers, or the renewal of business on less favorable terms, may have a significant impact on our operating results. In addition, our competitors may develop a disruptive technology or other technological innovations that could increase their ability to compete for our current or potential customers. No assurance can be given that the actions of established or potential competitors will not have an adverse effect on our ability to implement our plans and on our business, cash flow, financial condition, and results of operations.operations, or cash flows.
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Expanding Our Current Business — We may be unable to expand our current business effectively through either organic growth, including product innovation, or acquisitions.

    Our business strategy includes both organic expansion of our existing operations, particularly through efforts to strengthen and expand relationships with customers in emerging markets, product innovation, including to address changes in the industry or regulatory environments, and expansion through acquisitions. However, we may not be able to execute our strategy effectively for reasons within and outside our control. Our ability to grow organically may be limited by, among other things, extensive saturation in the locations in which we operate or a change or reduction in our customers’ growth plans due to changing economic conditions, strategic priorities, or otherwise. For many of our businesses, organic growth depends on product innovation, new product development, and timely responses to changing consumer demands and preferences. Consequently, failure to develop new or improved products in response to changing consumer preferences in a timely manner may hinder our growth potential, affect our competitive position, and adversely affect our business and results of operations.

    Additionally, over the past decade, we have pursued growth through acquisitions, including our acquisition of Bemis in 2019. Thereand there can be no assurance that we will be able to identify suitable acquisition targets in the right geographic regions and with the right participation strategy in the future, or to complete such acquisitions on acceptable terms or at all. Other companies in the industries and regions in which we operate have similar investment and acquisition strategies to us, resulting in competition for a limited pool of potential acquisition targets. Due in part to that competition, as well as the recent low interest rate environment, which has made debt funding more appealing and accessible, price multiples for potential targets are currently higher than their historical averages. If as a result of these and other factors, we are unable to identify acquisition targets that meet our investment criteria and close such transactions on acceptable terms, our potential for growth by way of acquisition may be restricted, which could have an adverse effect on achievement of our strategy and the resulting
expected financial benefits.

Integration —    We may face challenges with integrating acquisitions and achieving the financial and other results anticipated at the time of acquisition.

        Wealso may face challenges in integrating our acquisitions with our existing operations. These challenges could include difficulty in integrating or consolidating business processes and systems and challenges with integrating the business cultures.cultures which may lead to anticipated benefits of acquisitions not being realized fully, or at all, or may take longer to realize than expected or involve more costs to do so. In addition, the process of integrating operations could result in an interruption of normal business operations.

        We generally expect that we will realize synergy cost savings and other financial and operating benefits from our acquisitions. For example, we expect the Bemis acquisition in 2019 will generate estimated pre-tax annual net cost synergies by the end of the third year of approximately $180 million from procurement, manufacturing and general and administrative efficiencies. While we are currently on track to achieve the targeted Bemis synergies, we cannot predict with certainty that the full savings will be realized or current savings will be sustained. If we are not able to successfully integrate our acquisitions and achieve the expected synergy cost savings, the anticipated benefits of the transaction may not be realized fully, or at all, or may take longer to realize than expected or involve more costs to do so.

Intellectual Property — Challenges to or the loss of our intellectual property rights could have an adverse impact on our ability to compete effectively.

        Our ability to compete effectively depends, in part, on our ability to protect and maintain the proprietary nature of our owned and licensed intellectual property. We own a number of patents on our products, aspects of our products, methods of use and/or methods of manufacturing, and we own, or have licenses to use, the material trademark and trade name rights used in connection with the packaging, marketing and distribution of our major products. We also rely on trade secrets, know-how and other unpatented proprietary technology. We attempt to protect and restrict access to our intellectual property and proprietary information by relying on the patent, trademark, copyright and trade secret laws of the countries in which we operate, as well as non-disclosure agreements. However, it may be possible for a third party to obtain our information without our authorization, independently develop similar technologies, or breach a non-disclosure agreement entered into with us. Furthermore, many of
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the countries in which we operate, particularly the emerging markets, do not have intellectual property laws that protect proprietary rights as fully as the laws of the more developed jurisdictions in which we operate, such as the United States and the European Union. The use of our intellectual property by someone else without our authorization could reduce certain of our competitive advantages, cause us to lose sales or otherwise harm our business. The costs associated with protecting our intellectual property rights could also adversely impact our business. Similarly, while we have not received any significant claims from third parties suggesting that we may be infringing on their intellectual property rights, there can be no assurance that we will not receive such claims in the future. If we were held liable for a claim of infringement, we could be required to pay damages, obtain licenses or cease making or selling certain products. Intellectual property litigation, which could result in substantial cost to us and divert the attention of management, may be necessary to protect our trade secrets or proprietary technology or for us to defend against claimed infringement of the rights of others and to determine the scope and validity of others’ proprietary rights. We may not prevail in any such litigation, and if we are unsuccessful, we may not be able to obtain any necessary licenses on reasonable terms or at all. Failure to protect our patents, trademarks and other intellectual property rights could have an adverse effect on our business, cash flow, financial condition and results of operations.

Operational Risks

Global Health Outbreaks — Our business and operations may be adversely affected by the recent 2019 Novel Coronavirus ("COVID-19") outbreak or other similar outbreaks.

        Our business and financial results may be negatively impacted by outbreaks of contagious diseases, including the recent outbreak of the coronavirus that was first detected in Wuhan, China in December 2019. As a result of the COVID-19 outbreak, governmental authorities have implemented and are continuing to implement numerous and constantly evolving measures to try to contain the virus, such as travel bans and restrictions, limitations on gatherings, quarantines, shelter-in-place orders and business shutdowns. Measures providing for business shutdowns generally exclude essential services and the critical infrastructure supporting the essential services. We have experienced minimal disruptions to our operations to date as we have largely been deemed as providing essential services. However, we have experienced volatility in customer order patterns in the second half of our fiscal year 2020 and could continue to experience significant volatility in the demand for our products in the future. We have also impaired an equity method investment by $25.6 million in the fourth quarter, in part, partially due to general market declines associated with the pandemic. See Note 7, "Equity Method Investments" of the notes to consolidated financial statements for further information regarding the impairment.

        The outbreak has in the past, and could in the future result in the temporary closure of our facilities, the facilities of our suppliers, or other vendors in our supply chain. In limited cases to date, certain customers have shut down their operations temporarily to deal with the outbreak within their facilities, which has impacted their demand, and we may continue to experience the volatility in demand from temporary customer shutdowns. In addition, the coronavirus has significantly impacted and may further impact the economies and financial markets of affected countries, including negatively impacting economic growth, the proper functioning of capital markets, foreign currency exchange rates and interest rates. The coronavirus may result in a prolonged economic downturn, such as increased unemployment, decreases in capital spending, business shutdowns, or economic recessions, which could negatively affect demand for our customers’ products. Despite our efforts to manage these impacts, the extent to which the coronavirus or other outbreaks impact our business and operations, including our ability to secure financing at attractive rates, is unknown and the effect could be material.

Global OperationsEconomic Conditions — Challenging current and future global economic conditions, including inflation and supply chain disruptions, have had, and may continue to have, a negative impact on our business operations and financial results.

    Demand for our products and services is dependent on consumer demand for our packaging products, including packaged food, beverage, healthcare, personal care, agribusiness, industrial, and other consumer goods. As a result, general economic downturns in our key geographic regions and globally can adversely affect our business operations and financial results. The currentCOVID-19 pandemic and Russia-Ukraine conflict have increased volatility in world economies. Current global economic challenges, including relatively high levels of unemploymentinflation and supply chain constraints in certain areaskey regions in which we operate, low economic growth and difficulties associated with managing rising debt levels and related economic volatility in certain economies, are likely to continue to put pressure on the global economy and our business. The COVID-19 pandemic has increased volatility in world economies.

    When challenging economic conditions exist, our customers may delay, decrease or cancel purchases from us, and may also delay payment or fail to pay us altogether. Suppliers may have difficulty filling our orders and distributors may have difficulty getting our products to customers, which may affect our ability to meet customer demands, and result in a loss of business. Weakened global economic conditions may also result in unfavorable changes in our product prices and product mix and lower profit margins. AllAlthough we take measures to mitigate the impact of inflation, including through pricing actions and productivity programs, if these factors could have an adverse effect onactions are not effective our business, cash flow, financial condition, and results of operations which effect maycould materially and adversely be material.
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impacted. In addition, there could be a time lag between recognizing the benefit of our mitigating actions and when the inflation occurs and there is no assurance that our mitigating measures will be able to fully mitigate the impact of inflation.

    Political uncertainty may also contribute to the general economic conditions in one or more markets in which we operate. For example, in fiscal year 2022, political developments and general civil unrest in South Africa and the United Kingdom's exit from the European Union hasRussia-Ukraine conflict resulted in uncertainty regarding the long-term naturenet expenses of the United Kingdom’s relationship with the European Union, causing significant volatility$213 million, including impairment and restructuring expenses. Future unrest in globalother regions in which we operate could result in a material impact to our financial markets and altering the conduct of market participants.condition. Political developments such as this could potentiallycan also disrupt the markets we serve and the tax jurisdictions in which we operate, and may cause us to lose customers, suppliers, and employees, and adversely impact profitability.



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International Operations — Our international operations subject us to various risks that could adversely affect our business operations and financial results.

    We have operations throughout the world, including facilities located in emerging markets. In fiscal year 2020,2022, approximately 74%73% of our sales revenue came from developed markets and 26%27% came from emerging markets. We expect to continue to expand our operations in the future, particularly in the emerging markets.

    Management of global operations is extremely complex, particularly given the often substantial differences in the cultural, political, and regulatory environments of the countries in which we operate. In addition, many of the countries in which we operate,have operations, including Argentina, Brazil, China, Colombia, India, Peru, Russia, South Africa, and India and other emerging markets,Ukraine, have underdeveloped or developing legal, regulatory, or political systems, which are subject to dynamic change, andincluding civil unrest.

The profitability of our operations may be adversely impacted by, among other things:

changes in applicable fiscal or regulatory regimes;
changes in, or difficulties in interpreting and complying with, local laws, sanctions, and regulations, including tax, labor, foreign investment and foreign exchange control laws;
nullification, modification, or renegotiation of, or difficulties or delays in enforcing, contracts with clients or joint venture partners that are subject to local law;
reversal of current political, judicial, or administrative policies encouraging foreign investment or foreign trade, or relating to the use of local agents, representatives, or partners in the relevant jurisdictions;
pandemics, such as COVID-19, impacting various regions of the world unequally; or
changes in exchange rates and inflation, including hyperinflation, which may be further exacerbated by the COVID-19 pandemic.

    Further, sustained periods of legal, regulatory, or political instability in the emerging markets in which we operate could have an adverse effect on our business, cash flow, financial condition, and results of operations, which effect may be material.

    The recent conflict between Russia and Ukraine has negatively impacted the global economy and led to various economic sanctions being imposed by the U.S., United Kingdom, European Union, and other countries against Russia. In advance of the conflict, we proactively suspended operations at our manufacturing site in Ukraine. We also operate three manufacturing facilities in Russia which we have classified as held for sale at June 30, 2022. We have recorded impairment charges related to our operations in Ukraine and Russia of $138 million in fiscal year 2022. It is not possible to predict the broader or longer-term consequences of this conflict. Further sanctions as well as steps taken by our customers, suppliers, or other stakeholders may disrupt our ability to sell our assets in Russia. Continued escalation of geopolitical tensions related to the conflict could result in the loss of property, supply chain disruptions, significant inflationary pressure on raw material prices and cost and supply of other resources (such as energy and natural gas), fluctuations in our customers’ buying patterns given regional shortages of food ingredients and other factors, credit and capital market disruption which could impact our ability to obtain financing, increase in interest rates, and adverse foreign exchange impacts. These broader consequences could have a material adverse effect on our business, cash flow, financial condition, and results of operations.

    The international scope of our operations, which includes limited sales of our products to entities located in countries subject to certain economic sanctions administered by the U.S. Office of Foreign Assets Control, and the U.S. Department of State, the Australian Department of Foreign Affairs and Trade and other applicable national and supranational organizations (collectively, ‘‘Sanctions’’"Sanctions"), and operations in certain countries that are from time to time subject to Sanctions, including those enacted as a result of the Russia-Ukraine conflict, also requires us to maintain internal processes and control procedures. Failure to do so could result in breach by our employees of various laws and regulations, including those relating to money laundering, corruption, export control, fraud, bribery, insider trading, antitrust, competition, and economic sanctions, whether due to a lack of integrity or awareness or otherwise. Any such breach could have an adverse effect on our financial condition and result in reputational damage to our business, which effect may be material.

Raw Materials — Price fluctuations or shortages in the availability of raw materials, energy and other inputs could adversely affect our business.

    As a manufacturer of packaging products, our sales and profitability are dependent on the availability and cost of raw materials and labor and other inputs, including energy. All of the raw materials we use are purchased from third parties and our primary inputs include polymer resins and films, inks and solvents, aluminum, and fiber-based carton board. Prices for these raw materials are subject to substantial fluctuations that are beyond our control due to factors such as changing economic conditions, pandemics, (suchsuch as the COVID-19, pandemic), currency and commodity price fluctuations, resource availability, transportation costs, weather conditions and natural disasters, political unrestgeopolitical risks, including war (such as the Russia-Ukraine conflict) and
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instability, and other factors impacting supply and demand pressures. For example, we have seen disruptions in the supply of certain raw materials, such as specialty resins, and increased price volatility of certain raw materials across many of the regions in which we operate since the second half of fiscal year 2021. Additionally, changes in international trade policy in the countries in which we operate could materially impact the cost and supply of raw materials as duties are assessed on raw materials used in our production process and global supply of key raw materials is disrupted. For example, in 2018, the U.S. government imposed a 10% tariff on all aluminum imports into the United States from China and in July 2022, the U.S. Department of Commerce announced an investigation to determine whether imports of aluminum from Thailand and South Korea circumvented the duties on Chinese aluminum.

    While we have largely been able to successfully manage through these supply disruptions and related price volatility, there is no assurance we will be able to successfully navigate through any ongoing and future disruptions. Increases in costs and disruptions in supply can have an adverse effect on our business and financial results. Although we seek to mitigate these risks through various strategies, including by entering into contracts with certain customers which permit certain price adjustments to reflect increased raw material costs or by otherwise seeking to increase our prices to offset increases in raw
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material costs and seeking alternative sources of supply for key raw materials, there is no guarantee that we will be able to anticipate or mitigate commodity and input price movements or mitigate supply disruptions. In addition, there may be delays in adjusting prices to correspond with underlying raw material costs and corresponding impacts on our working capital and level of indebtedness and any failure to anticipate or mitigate against such movements could have an adverse effect on our business, cash flow, financial condition, and results of operations, or cash flows, which effect may be material.    

Commercial Risks — We are subject to production, supply, and other commercial risks, including counterparty credit risks, which may be exacerbated in times of economic downturn.volatility.

    We face a number of commercial risks, including (i) operational disruption, such as mechanical or technologytechnological failures or forced closures due to pandemics or war (such as COVID-19 or the COVID-19 pandemic)Russia-Ukraine conflict), each of which could, in turn, lead to production loss and/or increased costs, (ii) shortages in manufacturing inputs due to the loss of key suppliers or their inability to supply inputs and (iii) risks associated with development projects (such as cost overruns and delays). In addition, many of the geographic areas where our production is located and where we conduct business may be affected by natural disasters, including earthquakes, snowstorms, hurricanes, forest fires and flooding. Any unplanned plant downtime at any of our facilities would likely result in unabsorbed fixed costs that could negatively impact our results of operations for the period in which it experienced the downtime.

    Supply shortages, fluctuations in freight costs, limitations on shipping capacity, or other disruptions in our supply chain, including as a result of sourcing materials from a single supplier or those that may occur related to the COVID-19 pandemic or other natural disasters, or war, could affect our ability to obtain timely delivery of raw materials, equipment and other supplies, and in turn, adversely impact our ability to supply products to our customers. Such disruptions could have an adverse effect on our business and financial results. In response to the COVID-19 pandemic, we have implemented employee safety measures across all our supply chain facilities, including proper hygiene, social distancing and temporary screening which at a minimum are in compliance with local government regulations. These measures may not be sufficient to prevent the spread of COVID-19 among our employees. Illness, travel restrictions, absenteeism, or other workforce disruptions could negatively impact our supply chain, manufacturing, distribution, or other business activities.

    Additionally, the insolvency of, or contractual default by, any of our customers, suppliers, and financial institutions, such as banks and insurance providers, may have a significant adverse effect on our operations and financial condition. Such risks are exacerbated in times of economic volatility (such as economic volatility caused by COVID-19 and the COVID-19 pandemic)Russia-Ukraine conflict), either globally or in the geographies and industries in which our customers operate. If a counterparty defaults on a payment obligation to us, we may be unable to collect the amounts owed and some or all of these outstanding amounts may need to be written off. If a counterparty becomes insolvent or is otherwise unable to meet its obligations in connection with a particular project, we may need to find a replacement to fulfill that party’s obligations or, alternatively, fulfill those obligations ourself,ourselves, which is likely to be more expensive. The occurrence of any of these risks, including any default by our counterparties, could have an adverse effect on our business, cash flow, financial condition, and results of operations, or cash flows, which effect may be material and result in a competitive disadvantage.

Information technologyGlobal Health OutbreaksA failureOur business and operations may be adversely affected by the ongoing Coronavirus pandemic ("COVID-19") or disruption in our information technology systems could disrupt our operations, compromise customer, employee, vendor and other data and could negatively affect our business.similar pandemics.

    We rely on the successful and uninterrupted functioning of our information technology and control systems to securely manage operations and various business functions, and on various technologies to process, store and report information about ourOur business and financial results may be negatively impacted by outbreaks of contagious diseases, including COVID-19. As a result of COVID-19, governmental authorities have implemented and, in certain regions, are continuing to interact with customers, vendorsimplement numerous measures to try to contain the virus, such as travel bans and employees aroundrestrictions, limitations on gatherings, quarantines, shelter-in-place orders, and business shutdowns. Measures providing for business shutdowns generally exclude essential services and the world. In addition, our information systems increasingly rely on cloud solutions which require different security measures. These measures cover technical changescritical infrastructure supporting the essential services. We have experienced minimal disruptions to our network security, organization and governance changesoperations to date as wellwe have largely been deemed as alignment of third party vendors on market standards. As with all large systems, our information technology systems may be susceptible to damage, disruption, information loss or shutdown due to power outages, failures during the process of upgrading or replacing software, hardware failures, computer viruses, cyber-attacks, catastrophic events, telecommunications failures, user errors, unauthorized access and malicious or accidental destruction or theft of information or functionality.providing essential services.

        We also maintain and have access to sensitive, confidential or personal data or information that is subject to privacy and security laws, regulations and customer controls. Despite our efforts to protect such information, our facilities and systems and those of our customers and third-party service providers may be vulnerable to security breaches, misplaced or lost data and programming and/or user errors that could lead to the compromising of sensitive, confidential or personal data or information. Information system damages, disruptions, shutdowns or compromises could result in production downtimes and operational disruptions, transaction errors, loss of customers and business opportunities, violation of privacy laws and legal liability, regulatory fines, penalties or intervention, negative publicity resulting in reputational damage, reimbursement or compensatory payments and other costs, any of which could have an adverse effect on our business, cash flow, financial condition and results
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    COVID-19 has in the past, and could in the future result in the temporary closure of our facilities, the facilities of our suppliers, or other suppliers in our supply chain. In limited cases to date, certain customers have shut down their operations temporarily to deal with the outbreak within their facilities, which affecthas impacted their demand, and we may be materialcontinue to experience volatility in demand from temporary customer shutdowns. In addition, COVID-19 has significantly impacted and may further impact the economies and financial markets of affected countries, including negatively impacting economic growth, the proper functioning of capital markets, supply chains, foreign currency exchange rates and interest rates. COVID-19 may result in a competitive disadvantage. Although we attemptprolonged economic downturn, such as increased unemployment, decreases in capital spending, business shutdowns, or economic recessions, which could negatively affect demand for our customers’ products. Despite our efforts to mitigatemanage these risks by employing a number of measures,impacts, the extent to which COVID-19 or other pandemics impact our systems, networks, products,business and services remain potentially vulnerableoperations, including our ability to advancedsecure financing at attractive rates, is unknown and persistent threats.the effect could be material.

Attracting and retaining key personnel Retaining Skilled Workforce— If we are unable to attract and retain key personnel,our global executive management team and our skilled workforce, we may be adversely affected.

    Our continued success depends in large part, on our ability to identify, attract, motivate, traindevelop, and retain qualifiedskilled personnel in our global executive management team and our operations. We focus on our talent acquisition processes, as well as our onboarding and talent and leadership programs, to ensure our key functionsnew hires and geographic areas. Losing the servicesskilled personnel’s efficiency and effectiveness aligns with Amcor’s values and ways of working. However, any failure to successfully transition key employeesnew hires and retain our skilled personnel in any of our operations and our global executive management team, could impact our ability to execute on our strategic plans, make it difficult to meet our objectives. Thereperformance objectives and be disruptive to our business.

    We are also impacted by regional labor shortages,inflationary pressures on wages, and an increasingly competitive labor market. While we have been successful to date in responding to regional labor shortages and maintaining plans for continuity of succession, there can be no assurance that we will be able to manage through future labor shortages or recruit, train,develop, assimilate, motivate, and retain employees in the future who actively promote and meet the standards of our culture.

Operational hazardsEHS Risks — We are subject to costs and liabilities related to current and future environmental andenvironment, health and safety ("EHS") laws and regulations, as well as changes in the global climate, that could adversely affect our business.

    We are required to comply with environmental and health and safetyEHS laws, rules, and regulations in each of the countries in which we operate and do business. ManyAdditionally, many of our products come into contact with the healthcare products and food and beverages they package and therefore, we are also subject to certain local and international standards related to such products. Compliance with these laws and regulations can require significant expenditure of financial and employee resources.

    In addition, changes to such laws, regulations and standards are made or proposed regularly, and some of the proposals, if adopted, might, directly or indirectly, result in a material reduction in the operating results of one or more of our operating units. For instance, an increase in legislation with respect to litter related to plastic packaging or related recycling programs may cause legislators in some countries and regions in which our products are sold to consider banning or limiting certain packaging formats or materials. Additionally, increased regulation of emissions linked to climate change, including greenhouse gas (carbon) emissions and other climate-related regulations, could potentially increase the cost of our operations due to increased costs of compliance (which may not be recoverable through adjustment of prices), increased cost of fossil fuelfuel-based inputs and increased cost of energy intensive raw material inputs. However, any such changes are uncertain, and we cannot predict the amount of additional capital expenses or operating expenses that would be necessary for compliance.

    Federal, state, provincial, and local laws and requirements pertaining to workplace health and safety conditions are significant factors in our business to assure our people at all locations are able to go home safely every day. Changes to these laws and requirements may result in additional costs and actions across the affected country and/or region. Various government agencies may promulgate new or modified legislation, and implement special emphasis programs and enforcement actions that could impact specific Company operations covered by the respective program.     

    Federal, state, provincial, foreign, and local environmental requirements relating to air, soil, and water quality, handling, discharge, storage, and disposal of a variety of substances, and climate change are also significant factors in our business and changes to such requirements generally result in an increase to our costs of operations. We may be found to have environmental liability for the costs of remediating soil or water that is, or was, contaminated by us or a third party at various facilities we own, used, or operate (including facilities that may be acquired by us in the future). Legal proceedings may result in the imposition of fines or penalties, as well as mandated remediation programs, that require substantial, and in some instances, unplanned capital expenditure.

    The effects of climate change and greenhouse gas effects may adversely affect our business. A number of governmental bodies have introduced, or are contemplating introducing, regulatory change to address the impacts of climate change, which, where implemented, may have adverse impacts on our operations or financial results.

We have incurred in the past, and may incur in the future, fines, penalties, and legal costs relating to environmental matters, and costs relating to the damage of natural resources, lost property values, and toxic tort claims. Provisions are raised
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when it is considered probable that we have some liability.liability and the amount can be reasonably estimated. However, because the extent of potential environmental damage, and the extent of our liability for such damage, is usually difficult to assess and may only be ascertained over a long period of time, our actual liability in such cases may end up being substantially higher than the currently provisioned amount. Accordingly, additional charges could be incurred that would have an adverse effect on our operating results and financial position, which may be material.

    The effects of climate change and greenhouse gas effects may adversely affect our business. A number of governmental bodies have introduced, or are contemplating introducing, regulatory change to address the impacts of climate change, which, where implemented, may have adverse impacts on our operations or financial results.

Labor disputesDisputes — We are subject to the risk of labor disputes, which could adversely affect our business.

    Although we have not experienced any significant labor disputes in recent years, there can be no assurance that we will not experience labor disputes in the future, including protests and strikes, which could disrupt our business operations and have an adverse effect on our business and results of operation. Although we consider our relations with our employees to be good, there can be no assurance that we will be able to maintain a satisfactory working relationship with our employees in the future.

Climate Change - Our business is subject to risks related to climate change which could negatively impact our business operations and financial results.

    Climate change may have a progressively adverse impact on our business and those of our customers, suppliers, and partners. Many of the geographic areas where our production is located and where we conduct business may be affected by natural disasters, including earthquakes, snowstorms, hurricanes, flooding, forest fires, and drought. Such events may have a physical impact on our facilities, inventory, suppliers, and equipment and any unplanned downtime at any of our facilities could result in unabsorbed costs that could negatively impact our results of operations for the period in which it experienced the downtime. Longer-term climate change patterns could significantly alter customer demand which is especially true for customers who rely on supply chains routinely impacted by weather. For example, agricultural supply chains would be impacted by increased levels of drought or flooding and customers in coastal regions would be impacted by frequent flooding.

Information Technology and Cybersecurity Risks

Information Technology — A failure or disruption in our information technology systems could disrupt our operations, compromise customer, employee, supplier, and other data, and could negatively affect our business.

    We rely on the successful and uninterrupted functioning of our information technology and control systems to securely manage operations and various business functions, and on various technologies to process, store, and report information about our business, and to interact with customers, suppliers, and employees around the world. In addition, our information systems increasingly rely on cloud solutions which require different security measures. These measures cover technical changes to our network security, organization, and governance changes as well as alignment of third-party suppliers on market standards. As with all information technology systems, our systems may be susceptible to damage, disruption, information loss or shutdown due to a variety of factors including power outages, failures during the process of upgrading or replacing software, hardware failures, computer viruses, catastrophic events, telecommunications failures, user errors, unauthorized access, and malicious or accidental destruction, or theft of information or functionality.

Cybersecurity Risk — The disruption of our operations or risk of loss of our sensitive business information could negatively impact our financial condition and results of operations.

    Increased cyber-attacks, including computer viruses, ransomware, unauthorized access attempts, phishing, hacking, and other types of attacks pose a risk to the security and availability of our information technology systems, including those provided by third parties. We have experienced and expect to continue to experience actual and attempted cyber-attacks of our information technology systems and networks. Geopolitical turmoil, including as a result of the Russia-Ukraine conflict, heightens the risk of cyber-attacks. While we have operational safeguards in place to detect and prevent cyber-attacks and to date have not experienced any significant impacts, our safeguards may not always be able to prevent a cyber-attack from impacting our systems which could have a material impact on our business, financial condition, results of operations, or cash flows. In addition, our customers and suppliers are susceptible to cyber-attacks and disruption to their information technology systems could result in reduced demand for our products or limit our ability to supply our products.

    We also maintain and have access to sensitive, confidential or personal data or information that is subject to privacy and security laws, regulations, and customer controls. Despite our efforts to protect such information, our facilities and systems
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and those of our customers and third-party service providers may be vulnerable to security breaches, cyber-attacks, misplaced or lost data, and programming and/or user errors that could lead to the compromising of sensitive, confidential, or personal data or information. Information system damages, disruptions, shutdowns, or compromises could result in production downtimes and operational disruptions, transaction errors, loss of customers, and business opportunities, violation of privacy laws and legal liability, regulatory fines, penalties or intervention, negative publicity resulting in reputational damage, reimbursement or compensatory payments, and other costs, any of which could have an adverse effect on our business, financial condition, results of operations, or cash flows, which affect may be material and result in a competitive disadvantage. Although we attempt to mitigate these risks by employing a number of measures, our systems, networks, products, and services remain potentially vulnerable to advanced and persistent threats.

Financial Risks

LIBOR Indexed BorrowingsIndebtedness and Credit RatingThe expected phase out of LIBORA significant increase in our indebtedness or a downgrade in our credit rating could impact the interest rates paid onreduce our variable rate indebtednessoperating flexibility and cause our interest expense to increase.

        A substantial portion ofincrease our borrowing capacity bears interest at a variable rate based on the London Interbank Offered Rate ("LIBOR"). In July 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing LIBOR with the Secured Overnight Financing Rate ("SOFR"), a new index calculated by short-term repurchase agreements, backed by Treasury securities.

        Certain ofcosts and negatively affect our financing agreements include language to determine a replacement rate for LIBOR, if necessary. However, if LIBOR ceases to exist, we may need to renegotiate some financing agreements extending beyond 2021 that utilize LIBOR as a factor in determining the interest rate. We are evaluating the potential impact of the eventual replacement of the LIBOR benchmark interest rate, however, we are not able to predict whether LIBOR will cease to be available after 2021, whether SOFR will become a widely accepted benchmark in place of LIBOR, or what the impact of such a possible transition to SOFR may be on our business, financial condition and results of operations.

    At June 30, 2022, we had $6.5 billion of debt outstanding and a $1.4 billion undrawn revolving credit facility and we are not restricted in incurring, and may incur, additional indebtedness in the future. Our ability to pay interest and repay the principal of our indebtedness is dependent on our ability to generate sufficient cash flows which is dependent, in part, on prevailing economic and competitive conditions and certain legislative, regulatory, and other factors beyond our control. If we are unable to maintain sufficient cash flows from operations to meet our debt commitments, our financial condition and results of operations are likely to be materially adversely impacted.

    We use cash provided by operations, commercial paper issuances, bank term loans, committed revolving credit facilities, debt issuances, and equity issuances to meet our funding needs. Credit rating agencies rate our debt securities on many factors, including our financial results, their view of the general outlook for our industry, and their view of the general outlook for the global economy. Any significant additional indebtedness would likely negatively affect the credit ratings of our debt. Actions taken by the rating agencies include maintaining, upgrading or downgrading the current rating or placing us on a watch list for a possible future downgrade. If rating agencies downgrade our credit rating, place us on a watch list, or if there are adverse market conditions, including disruptions in the commercial paper market, the impacts could include reduced access to the commercial paper, credit and capital markets, an increase in the cost of our borrowings or the fees associated with our bank credit facility, or an increase in the credit spread incurred when issuing debt in the capital markets. Refer to "Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations," "Liquidity and Capital Resources," of this Annual Report on Form 10-K for more information on our credit rating profile.

    In addition, a significant number of our operating subsidiaries are not guarantors of our indebtedness. In the event that any non-guarantor subsidiary becomes insolvent, liquidates, reorganizes, dissolves, or otherwise winds up, the assets of such subsidiary will be used to satisfy the claims of its creditors. The non-guarantor subsidiaries have no direct obligations in respect of our indebtedness and therefore, a direct claim against any non-guarantor subsidiary and any claims to enforce payment on our indebtedness will be structurally subordinated to all of the claims of the creditors of our non-guarantor subsidiaries.

Exchange Rates — We are exposed to foreign exchange rate risk.

    We are subject to foreign exchange rate risk, both transactional and translational, which may negatively affect our financial performance. Transactional foreign exchange exposures result from exchange rate fluctuations, including in respect of the U.S. dollar, the Euro, the Russian ruble and other currencies, including in Latin America, in which our costs are denominated, which may affect our business input costs and proceeds from product sales. Translational foreign exchange exposures result from exchange rate fluctuations in the conversion of entity functional currencies to U.S. dollars, consistent with our reporting currency, and may affect the reported value of our assets and liabilities and our income and expenses. In particular, our translational exposure may be impacted by movements in the exchange rate between the Euro, the United Kingdom Pound Sterling, the Australian Dollar, the Chinese Yuan, and the Brazilian Real against the U.S. dollar. The exchange rate has varied in recent years and is subject to further movement.

    Exchange rates between transactional currencies may change rapidly. For instance, the Mexican peso and the Brazilian Real have experienced significant pressures as growth and other concerns, including those relatedrapidly due to the COVID-19 pandemic, have weighed on the Mexican and Brazilian economies, respectively.a variety of factors. In addition, we have recognized foreign exchange losses related to the currency devaluation in Argentina and its designation as a highly inflationary economy under U.S. GAAP. See Note 2, "Significant Accounting Policies"Policies," of the notes to consolidated financial statements for further information regarding highly inflationary accounting.

    To the extent currency devaluation continuesoccurs across our business, we are likely to experience a lag in the timing to pass through U.S. dollar-denominated input costs across our business, which would adversely impact our margins and profitability. As such, we may be exposed to future exchange rate fluctuations, and such fluctuations could have an adverse effect on our
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reported cash flow, financial condition, and results of operations, the effect of which effect may be material.

Interest rates — An increase in interest rates could reduce our reported results Our Board of operations.

        Fluctuations in interest rates can increase borrowing costs and have an adverse impact on results of operations. Accordingly, increases in short-term interest rates will directly impact the amount of interest we pay. Refer to Note 13, "Debt," of the notes to consolidated financial statements for information about our variable rate borrowings and interest rates.

Credit rating — A downgrade in our credit rating could increase our borrowing costs and negatively affect our financial condition and results of operations.

        In addition to using cash provided by operations, we regularly issue commercial paper, drawdown bank loans and issue long-term bonds to meet our funding needs. Credit rating agencies rate our debt securities on many factors, including our financial results, their view of the general outlook for our industry, and their view of the general outlook for the global economy. Actions taken by the rating agencies include maintaining, upgrading or downgrading the current rating or placing us on a watch list for a possible future downgrade. If rating agencies downgrade our credit rating, or place us on a watch list, the impacts could include reduced access to the commercial paper market, an increase in the cost of our borrowings or the fees associated with our bank credit facility or an increase in the credit spread incurred when issuing debt in the capital markets.
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Refer to "Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations," "Liquidity and Capital Resources," for more information on our credit rating profile.

Hedging — Failure to hedge effectively against adverse fluctuations in interest rates and foreign exchange rates could negatively impact our results of operations.

        We are subject to the risk of rising interest rates associated with borrowing on a floating-rate basis as well as unfavorable fluctuations in foreign exchange rates. Our board of directorsDirectors has approved a hedging policy to limit and manage the risk of rising interest rates. The level of hedging activity undertaken may change from time to time and we may elect to change our hedging policy at any time. Ifsuch foreign exchange fluctuations, however, if our hedges are not effective in mitigating our interest rate risk and foreign exchange ratecurrency risks, if we are under-hedged, or if a hedge provider defaults on their obligations under hedging arrangements, it could have an adverse effectimpact on our business, cash flow, financial condition and results of operations.

Interest Rates — Rising interest rates increase our borrowing costs on our variable rate indebtedness and could have other negative impacts.

     As of June 30, 2022, approximately fifty percent of our indebtedness was subject to variable interest rates. When interest rates increase, our debt service obligations increase on our variable rate indebtedness even though the amount borrowed remains the same. Increases in short-term interest rates will directly impact the amount of interest we pay. We manage exposure to interest rates by maintaining a mixture of fixed-rate and variable-rate debt, monitoring global interest rates, and, where appropriate, entering into various derivative instruments. However, if our derivative instruments are not effective in mitigating our interest rate risk, if we are under-hedged, or if a hedge provider defaults on their obligations under hedging arrangements, it could have an adverse impact on our results of operations.

    In addition, rising interest rates could reduce the attractiveness of cash management programs we use, such as customer and supply chain finance programs, which could negatively impact our cash and working capital and increase our borrowings. Refer to Note 14, "Debt," of the notes to consolidated financial statements for information about our variable rate borrowings. Also refer to "Item 7A - Quantitative and Qualitative Disclosures about Market Risk," including interest rate risk, in this Annual Report on Form 10-K.

Goodwill and other intangible assetsOther Intangible Assets — A significant write-down of goodwill and/or other intangible assets would have a material adverse effect on our reported results of operations and net worth.financial position.

    As of June 30, 2020,2022, we had $7.3$6.9 billion of goodwill and other intangible assets. We review our goodwill balance for impairment at least once a year and whenever events or a change in circumstances indicate that an impairment may have occurred using the business valuation methods allowed in accordance with current accounting standards. These methods include the use of a discount rate to calculate the present value of the expected future cash flows of our reporting units. Future changes in the cost of capital, expected cash flows, or other factors may cause our goodwill and/or other intangible assets to be impaired, resulting in a non-cash charge against results of operations to write down these assets for the amount of the impairment. In addition, if we make changes in our business strategy or if external conditions, such as the COVID-19 pandemic,Russia-Ukraine conflict, adversely affect our business operations, we may be required to record an impairment charge for goodwill or intangibles, which would lead to decreased assets and reduced net operating results. If a significant write down is required, the charge would have a material adverse effect on our reported results of operations and net worth. We have identified the valuation of intangible assets and goodwill as a critical accounting estimate. See "Item 7. - Management’s Discussion and Analysis of Financial Condition and Results of Operations," "Critical Accounting Estimates and Judgments," of this Annual Report on Form 10-K.

Internal Controls — If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us and as a result, the value ofadversely impact our common stock.stock price.

    As a newly listed NYSE public company in 2019, we electedWe have been subject to the transition period for compliance with Section 404requirements of the Sarbanes-Oxley Act. Section 404 requires us to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment needs to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control that results in more than a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation from("SOX") since fiscal year 2020. While our independent registered public accounting firm oninternal controls over financial reporting currently meet the effectiveness ofstandards set forth in SOX, our internal control over financial reporting. However, during our transition period, we were exemptreporting may not prevent or detect misstatements as any controls or procedures, no matter how well designed and operated, can provide only reasonable assurance from Section 404 compliance until we filed our second Annual Report on Form 10-K for the fiscal year ended June 30, 2020 (which is this Annual Report on Form 10-K).

        Amcor Limited was required to comply with reporting obligations in Australia including the preparation of its financial statements under Australian Accounting Standards ("AAS") as adopted by the Australian Accounting Standards Board and other relevant companies law. Amcor Limited was not required to comply with U.S. GAAP. Following the consummation of the Bemis acquisition, we now prepare financial statements in accordance with U.S. GAAP.misstatement. We identified two material weaknesses in our internal control over financial reporting duringin connection with our listing on the conversion of our historical AAS financial statementsNYSE in 2019 related to U.S. GAAP. The first material weakness was related to our lackGAAP expertise and segregation of accounting staffduties within key information technology systems which were remediated in fiscal years 2020 and supervisory personnel with the appropriate level of experience in technical accounting in U.S. GAAP and disclosure and filing requirements of a U.S. domestic registrant. We have fully remediated this material weakness as of the end of fiscal year 2020, see "Item 9A, Controls and Procedures," for further information.2021, respectively.

    We also identified a secondThere can be no assurance that we will not identify new material weakness arising from deficienciesweaknesses in the design and operating effectiveness of internal controls over the period end financial reporting process. Specifically, we did not design and maintain effective controls to verify that conflicting duties were appropriately segregated within key IT systems used in the preparation and reporting of financial information.

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        We are currently in the process of remediating the second material weakness through a process to (i) develop and implement additional controls and procedures to reduce the number of segregation of duties conflicts within key IT systems, which includes the implementation of new security roles and the automation of segregation of duties monitoring where practical, (ii) design and implement additional compensating controls where necessary and (iii) develop training on segregation of duties. Given that we operate many ERP systems globally, this effort has targeted the largest locations with standardized systems in fiscal 2020 and will be expanded to other locations in fiscal 2021. We believe that these enhanced resources and processes, including the implementation of new mitigating controls, will effectively remediate the second material weakness, but the material weakness will not be considered remediated until the revised controls operate for a sufficient period of time and we have concluded, through testing, that these controls are designed and operating effectively.

        Failure to remediate the material weakness described above at all or within our expected timeframe, or anyfuture. Any newly identified material weaknesses could limit our ability to prevent or detect a misstatement of our financial results, lead to a loss of investor confidence, and have a negative impact on the trading price of our common stock.

Insurance — Our insurance policies, including our use of a captive insurance company, may not provide adequate protection against all of the risks we face.

    We seek protection from a number of our key operational risk exposures through the purchase of insurance. A significant portion of our insurance is placed in the insurance market with third-party re-insurers. Our policies with such third-party re-insurers cover a variety of risk exposures, including property damage and business interruption, public and products liability and directors' and officers' liability.damage. Although we believe the coverage provided by such policies is consistent with industry practice, they may not adequately cover certain risks and there is no guarantee that any
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claims made under such policies will ultimately be paid.paid or that we will be able to maintain such insurance at acceptable premium cost levels in the future.

    Additionally, we retain a portion of our insurable risk through a captive insurance company, Amcor Insurances Pte Ltd, which is located in Singapore. Our captive insurance company collects annual premiums from our business groups, and assumes specific risks relating to various risk exposures, including property damage, business interruption and liability claims.damage. The captive insurance company may be required to make payment for insurance claims which exceed the captive's reserves, which could have an adverse effect on our business, cash flow, financial condition, and results of operations.operations, or cash flows.

Legal and Compliance Risks

Intellectual Property — Our inability to defend our intellectual property rights or intellectual property infringement claims against us could have an adverse impact on our ability to compete effectively.

    Our ability to compete effectively depends, in part, on our ability to protect and maintain the proprietary nature of our owned and licensed intellectual property. We own a number of patents on our products, aspects of our products, methods of use and/or methods of manufacturing, and we own, or have licenses to use, the material trademark and trade name rights used in connection with the packaging, marketing and distribution of our major products. We also rely on trade secrets, know-how, and other unpatented proprietary technology. If we are unable to detect the infringement of our intellectual property or to enforce our intellectual property rights, our competitive position may suffer. The use of our intellectual property by someone else without our authorization could reduce certain of our competitive advantages, cause us to lose sales or otherwise harm our business.

    We attempt to protect and restrict access to our intellectual property and proprietary information by relying on the patent, trademark, copyright, and trade secret laws of the countries in which we operate, as well as non-disclosure agreements. However, it may be possible for a third party to obtain our information without our authorization, independently develop similar technologies, or breach a non-disclosure agreement entered into with us. Our pending patent applications, and our pending trademark registration applications, may not be allowed or competitors may challenge the validity or scope of our patents or trademarks. Our competitors might avoid infringement by designing around our intellectual property rights or by developing non-infringing competing technologies. In addition, our patents, trademarks, and other intellectual property rights may not provide us a significant competitive advantage. Furthermore, many of the countries in which we operate, particularly the emerging markets, do not have intellectual property laws that protect proprietary rights as fully as the laws of the more developed jurisdictions in which we operate, such as the United States and the European Union. The costs associated with protecting our intellectual property rights could also adversely impact our business.

    Similarly, while we have not received any significant claims from third parties suggesting that we may be infringing on their intellectual property rights, there can be no assurance that we will not receive such claims in the future. If we were held liable for a claim of infringement, we could be required to pay damages, obtain licenses or cease making or selling certain products. Intellectual property litigation, which could result in substantial cost to us and divert the attention of management, may be necessary to protect our trade secrets or proprietary technology or for us to defend against claimed infringement of the rights of others and to determine the scope and validity of others’ proprietary rights. We may not prevail in any such litigation, and if we are unsuccessful, we may not be able to obtain any necessary licenses on reasonable terms or at all. Failure to protect our patents, trademarks, and other intellectual property rights could have an adverse effect on our business, financial condition, results of operations, or cash flows.

Litigation — Litigation, including product liability claims, or regulatory developments could adversely affect our business operations, and financial performance.

    We are, and in the future will likely become, involved in lawsuits, regulatory inquiries, and governmental and other legal proceedings arising out of the ordinary course of our business. Given our global footprint, we are exposed to more uncertainty regarding the regulatory environment. The timing of the final resolutions to lawsuits, regulatory inquiries, and governmental and other legal proceedings is typically uncertain. Additionally, the possible outcomes of, or resolutions to, these proceedings could include adverse judgments or settlements, either of which could require substantial payments. In addition, actions we have taken or may take, or decisions we have made or may make, as a consequence of COVID-19 or the COVID-19 pandemic,Russia-Ukraine conflict, may result in legal claims or litigation against us. Refer to "Item 3. - Legal Proceedings" of this Annual Report on Form 10-K.

Environmental, health,Social and safetyGovernance ("ESG") Practices — Increasing scrutiny and changing expectations from investors, customers, and governments with respect to our ESG practices and commitments may impose additional costs on us or expose us to additional risks.

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    There is an increased scrutiny from shareholders, customers, and governments on corporate ESG practices. Our commitment to sustainability and ESG practices remains at the core of our business and we have established goals and targets related to our commitment. However, our ESG practices may not meet the standards of all of our stakeholders and advocacy groups may campaign for further changes. Many of our large, global customers are also committing to long-term targets to reduce greenhouse gas emissions within their supply chains. If we are unable to support customers in achieving these reductions, customers may seek out competitors who are better able to support such reductions. A failure, or perceived failure, to respond to expectations of all parties, including with meeting our own climate-related and other ESG target ambitions, could cause harm to our business and reputation and have a negative impact on the trading price of our common stock. New government regulations could also result in new or more stringent forms of ESG oversight and disclosures which may result in increased expenditures for environmental controls, new taxes on the products we produce and significantly increase our compliance costs to meet new disclosure requirements.

Environmental, Health, and Safety regulations — Changing government regulations in environmental, health, and safety matters, including climate change, may adversely affect our company.

    Numerous legislative and regulatory initiatives have been passed and anticipated in response to concerns about Greenhouse Gasgreenhouse gas emissions and climate change. We are a manufacturing entity that utilizes petrochemical-based raw materials to produce many of our products. Increased environmental legislation or regulation, including regulations related to extended producer responsibility ("EPR"), could result in higher costs for us in the form of higher raw material cost, as well asincreased energy and freight costs.costs, and new taxes on packaging products or result in reduced demand. It is possible that certain materials might cease to be permitted to be used in our processes. Government bans of, or restrictions on certain materials or packaging formats may close off markets to Amcor's business. Mandates to use certain types of materials, such as post-consumer recycled ("PCR") content, may lead to supply shortages and higher prices for those materials as current recycling rates may be insufficient to meet increased demand for PCR within and beyond the packaging industry.

    We could also incur additional compliance costs for monitoring and reporting emissions and for maintaining permits. Additionally, a sizable portion of our business comes from healthcare packaging and food and beverage packaging, both highly regulated markets. If we fail to comply with these regulatory requirements, our results of operations could be adversely impacted.

Patents and proprietary technology — Our success is dependentTax Law Changes —Changes in tax laws or changes in our geographic mix of earnings could have a material impact on our ability to developfinancial condition and successfully introduce new products and to develop, acquire and retain intellectual property rights.results of operation.

    Our success dependsWe are subject to income and other taxes in large part on our proprietary technology. We rely on intellectual property rights, including patents, trademarksthe many jurisdictions in which we operate. Tax laws and trade secrets, as well as confidentiality provisionsregulations are complex and licensing arrangements, to establish our
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proprietary rights. If we are unable to enforce our intellectual property rights, our competitive position may suffer. Our pending patent applications, and our pending trademark registration applications, may not be allowed or competitors may challenge the validity or scopedetermination of our patents or trademarks.global provision for income taxes and current and deferred tax assets and liabilities requires judgment and estimation. We are subject to routine examinations of our income tax returns, and tax authorities may disagree with our tax positions and assess additional tax. Our future income taxes could also be negatively impacted by our mix of earnings in the jurisdictions in which we operate being different than anticipated given differences in statutory tax rates in the countries in which we operate. In addition, certain tax policy efforts, including any tax law changes resulting from the Organization for Economic Cooperation and Development ("OECD") and the G20's inclusive framework on Base Erosion and Profit Shifting ("BEPS"), could adversely impact our patents, trademarkstax rate and other intellectual property rights may not provide ussubsequent tax expense. Despite the publication of the Anti Global Base Erosion model rules and initial commentary, there are many open points to be clarified and there is still significant uncertainty, which we will continue to monitor until a significant competitive advantage. We may need to spend significant resources monitoring our intellectual property rights. Our competitive position maymore conclusive assessment will be harmed if we cannot detect infringement and enforce our intellectual property rights quickly or at all. Competitors might avoid infringement by designing around our intellectual property rights or by developing non-infringing competing technologies. Intellectual property rights and our ability to enforce them may be unavailable or limited in some countries which could make it easier for competitors to capture market share and could result in lost revenues.possible.

Risks Relating to Being a Jersey, Channel Islands Company Listing Ordinary Shares

Our ordinary shares are issued under the laws of Jersey, Channel Islands, which may not provide the level of legal certainty and transparency afforded by incorporation in a U.S. jurisdiction and which differ in some respects to the laws applicable to other U.S. corporations.

    We are organized under the laws of Jersey, Channel Islands, a British crown dependency that is an island located off the coast of Normandy, France. Jersey is not a member of the European Union. Jersey, Channel Islands legislation regarding companies is largely based on English corporate law principles. The rights of holders of our ordinary shares are governed by Jersey law, including the Companies (Jersey) Law 1991, as amended, and by the Amcor Articles of Association, as may be amended from time to time. These rights differ in some respects from the rights of other shareholders in corporations incorporated in the United States. Further, there can be no assurance that the laws of Jersey, Channel Islands, will not change in the future or that they will serve to protect investors in a similar fashion afforded under corporate law principles in the U.S., which could adversely affect the rights of investors.


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U.S. shareholders may not be able to enforce civil liabilities against us.

    A significant portion of our assets are located outside of the United States and several of our directors and officers are citizens or residents of jurisdictions outside of the United States. As a result, it may be difficult for investors to successfully serve a claim within the United States upon those non-U.S. directors and officers, or to enforce judgments realized in the United States.

    Judgments of U.S. courts may not be directly enforceable outside of the U.S. and the enforcement of judgments of U.S. courts outside of the U.S., including those in Australia and Jersey, may be subject to limitations. Investors may also have difficulties pursuing an original action brought in a court in a jurisdiction outside the U.S., including Australia and Jersey, for liabilities under the securities laws of the U.S. Additionally, our Articles of Association provide that while the Royal Court of Jersey will have non-exclusive jurisdiction over actions brought against us, the Royal Court of Jersey will be the sole and exclusive forum for derivative shareholder actions, actions for breach of fiduciary duty by our directors and officers, actions arising out of Companies (Jersey) Law 1991, as amended, or actions asserting a claim against our directors or officers governed by the internal affairs doctrine. The exclusive forum provision would not prevent derivative shareholder actions based on claims arising under U.S. federal securities laws from being raised in a U.S. court and would not prevent a U.S. court from asserting jurisdiction over such claims. However, there is uncertainty whether a U.S. or Jersey court would enforce the exclusive forum provision for actions claiming breach of fiduciary duty and other claims.

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Item 1B. - Unresolved Staff Comments

    None.

Item 2. - Properties

    We consider our plants and other physical properties, whether owned or leased, to be suitable, adequate, and of sufficient productive capacity to meet the requirements of our business. TheOur manufacturing plants operate at varying levels of utilization depending on the type of operation and market conditions. The breakdown of our principalsignificant manufacturing plantsand support facilities at June 30, 20202022 were as follows:

Flexibles Segment

    This segment has 181 principal169 significant manufacturing plantsand support facilities located in 39 countries, of which 130118 are owned directly by us or our subsidiaries and 51 are leased from outside parties. Initial building lease terms typically provide for minimum terms in a range of two to 36 years and have one or more renewal options.

Rigid Packaging Segment

    This segment has 50 principal52 significant manufacturing plantsand support facilities located in 11 countries, of which 12 are owned directly by us or our subsidiaries and 3840 are leased from outside parties. Initial building lease terms typically provide for minimum terms in a range of two to 20 years and have one or more renewal options.

Corporate and General

    Our principalprimary executive offices are located in Zurich, Switzerland.

Item 3. - Legal Proceedings

    Refer to Note 19,20, "Contingencies and Legal Proceedings," of the notes to consolidated financial statements for information about legal proceedings.

Item 4. - Mine Safety Disclosures

    Not applicable.

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PART II

Item 5. - Market for Registrant's Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

    Our ordinary shares are traded on the New York Stock Exchange (the "NYSE") under the symbol AMCR and our CHESS Depositary Instruments ("CDIs") are traded on the Australian Securities Exchange (the "ASX") under the symbol AMC. On As of June 30, 2020,2022, there were 100,310were 105,788 registered holders of record of our ordinary shares and CDIs.

Share Repurchases

    Share repurchase activity during the three months ended June 30, 2020 were2022 was as follows (in millions, except number of shares, which are reflected in thousands, and per share amounts)amounts, which are expressed in U.S. dollars):    
PeriodTotal Number of Shares Purchased (2)Average Price Paid Per Share (2)(3)Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (1)
April 1 - 30, 2020 $  $22.7 
May 1 - 31, 20202,393 9.47 2,393  
June 1 - 30, 20209,163 9.97   
Total11,556 $9.87 2,393 
PeriodTotal Number of Shares Purchased (1)Average Price Paid Per Share (1)(2)Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (3)
April 1 - 30, 2022— $— — $178 
May 1 - 31, 202211,324 12.62 10,324 45 
June 1 - 30, 20223,423 13.24 3,423 — 
Total14,747 $12.76 13,747 

(1)On August 20, 2019, our Board of Directors approved an on-market buy-back program of $500 million of ordinary shares and CDIs. The Board authorization did not provide for an expiration date; however, the on-market buyback program was completed during the fourth quarter of fiscal year 2020.
(2)Includes shares purchased on the open market to satisfy the vesting and exercises of share-based compensation awards and shares purchased for shareholder settlement.
(3)Includes shares purchased on the open market to satisfy the vesting and exercises of share-based compensation awards.
(2)Average price paid per share excludes costs associated with the repurchase.
(3)On August 17, 2021, our Board of Directors approved a buyback of $400 million of ordinary shares and/or CHESS Depositary Instruments ("CDIs") during the following twelve months. In addition, on February 1, 2022, our Board of Directors approved an additional $200 million buyback of ordinary shares and CDIs during the next twelve months. Both buyback programs have been completed as of June 30, 2022. On August 17, 2022, our Board of Directors approved a further $400 million buyback of ordinary shares and/or CHESS Depositary Instruments ("CDIs") during the next twelve months. The timing, volume, and nature of share repurchases may be amended, suspended, or discontinued at any time.

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Shareholder Return Performance

    The information under this caption "Shareholder Return Performance" in this Item 5 of this Annual Report on Form 10-K is not deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C under the Exchange Act, or to the liabilities of Section 18 of the Exchange Act and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate it by reference into such a filing.

    The line graph below compares the annual percentage change in Amcor plc's cumulative total shareholder return on its ordinary shares with the cumulative total return of its international packaging peer group,Peer Group, International Packaging Peer Group, the S&P 500 Index, and the ASX 200 Index for the period beginning June 11, 2019. The graph assumes $100 was invested on June 11, 2019, and that all dividends were reinvested. The Company has elected to change the composition of the presented peer group from the International Packaging Peer Group to a new Peer Group, the composition of which is detailed later in this section. The Company believes that the new Peer Group provides investors with more relevant information about the Company's total shareholder return and relative performance against comparable companies both in Australia and internationally. As of June 30, 2022, the Company presents a transition total shareholder return graph that incorporates both Peer Group and International Packaging Peer Group.

amcr-20200630_g2.jpgamcr-20220630_g2.jpg
June 11, 2019June 30, 2019June 30, 2020June 30, 2021June 30, 2022
Amcor plc$100.00 $102.77 $95.68 $111.82 $126.13 
S&P 500$100.00 $107.05 $115.08 $162.03 $144.83 
S&P/ASX 200$100.00 $102.08 $93.59 $131.41 $114.86 
Peer Group$100.00 $100.12 $104.54 $124.79 $126.34 
International Packaging Peer Group$100.00 $101.55 $91.28 $135.67 $114.23 

June 11, 2019June 30, 2019September 30, 2019December 31, 2019March 31, 2020June 30, 2020
Amcor plc$100.00 $102.77 $88.25 $99.23 $75.22 $95.68 
S&P 500$100.00 $107.05 $108.87 $118.74 $95.47 $115.08 
S&P/ASX 200$100.00 $101.55 $97.80 $102.68 $80.47 $91.32 
International packaging peer group$100.00 $102.08 $101.00 $106.06 $71.13 $93.59 
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    The Peer Group consists of Ansell Limited, AptarGroup, Inc., Avery Dennison Corporation, Ball Corporation, Berry Global Group, Inc., Brambles Limited, Coles Group Limited, Conagra Brands Inc., Crown Holdings, Inc., Danone SA, General Mills Inc., Graphic Packaging Holding Co, Huhtamaki Oyj, International Paper Company, Johnson & Johnson, The Kraft Heinz Company, Mondelez International, Inc., Nestlé S.A., O-I Glass, Inc., Orora Limited, Pepsico, Inc., The Procter & Gamble Company, Sealed Air Corporation, Silgan Holdings Inc., Sonoco Products Company, Treasury Wine Estates Limited, Unilever PLC, Wesfarmers Limited, WestRock Company, and Woolworths Group Limited.

    The international packaging peer groupInternational Packaging Peer Group consists of AptarGroup, Inc., Ball Corporation, Berry Global Group, Inc,Inc., CCL Industries Inc., Crown Holdings, Inc., Graphic Packaging Holding Company, Huhtamaki Oyj, International Paper Company, Mayr-Melnhof Karton AG, O-I Glass, Inc., Sealed Air Corporation, Silgan Holdings Inc., Sonoco Products Company, and WestRock Company.

The International Packaging Peer Group has been replaced by the Peer Group and will not be published in future Annual Reports on Form 10-K.
22


Item 6. - Selected Financial Data

Five-Year Consolidated Review of Selected Financial Data (1)
Years ended June 30,
(In millions, except per share amounts)20202019201820172016
Selected Consolidated Income Statement Data
Net sales$12,467.5 $9,458.2 $9,319.1 $9,101.0 $9,421.3 
Operating income994.0 791.7 993.9 916.1 589.1 
Income from continuing operations624.3 436.7 586.6 581.0 305.0 
Net income attributable to Amcor plc612.2 430.2 575.2 564.0 309.3 
Selected Consolidated Balance Sheet Data
Cash and cash equivalents742.6 601.6 620.8 561.5 515.7 
Total assets16,442.1 17,165.0 9,057.5 9,087.0 8,531.8 
Total debt6,234.7 6,103.2 4,848.3 4,885.2 4,499.5 
Total shareholders' equity4,687.1 5,674.7 695.4 587.6 528.5 
Selected Per Share Data
Basic earnings per share from continuing operations0.387 0.363 0.497 0.487 0.266 
Diluted earnings per share from continuing operations0.387 0.362 0.494 0.483 0.263 
Dividends per share (2)0.465 0.575 0.445 0.415 0.400 
Other Operating Data
Capital expenditures399.5 332.2 365.0 379.3 346.7 
Depreciation and amortization607.2 349.7 352.7 351.8 351.0 
(1)Fiscal year 2020 and 2019 reflects the results of Amcor plc, including Bemis results since the acquisition date of June 11, 2019. The historical periods solely reflect the results of Amcor Limited.
(2)Fiscal year 2019 dividends per share include dividends of $0.240 and $0.215 per share declared in August 2018 and February 2019, respectively, along with a pro-rata dividend of $0.120 per share declared in April 2019. The April 2019 dividend was declared to align the period over which dividends had been paid to Amcor and Bemis shareholders prior to completion of the acquisition.

2327


Item 7. - Management's Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 8 of this Annual Report on Form 10-K.

Two Year Review of Results
(In millions, except per share amounts)20202019
(in millions)(in millions)20222021
Net salesNet sales$12,467.5 100.0 %$9,458.2 100.0 %Net sales$14,544 100.0 %$12,861 100.0 %
Cost of salesCost of sales(9,932.0)(79.7)(7,659.1)(81.0)Cost of sales(11,724)(80.6)(10,129)(78.8)
Gross profitGross profit2,535.5 20.3 1,799.1 19.0 Gross profit2,820 19.4 2,732 21.2 
Operating expenses:Operating expenses:Operating expenses:
Selling, general, and administrative expensesSelling, general, and administrative expenses(1,384.8)(11.1)(999.0)(10.6)Selling, general, and administrative expenses(1,284)(8.8)(1,292)(10.0)
Research and development expensesResearch and development expenses(97.3)(0.8)(64.0)(0.7)Research and development expenses(96)(0.7)(100)(0.8)
Restructuring and related expenses(115.1)(0.9)(130.8)(1.4)
Restructuring, impairment, and related expenses, netRestructuring, impairment, and related expenses, net(234)(1.6)(94)(0.7)
Other income, netOther income, net55.7 0.4 186.4 2.0 Other income, net33 0.2 75 0.6 
Operating incomeOperating income994.0 8.0 791.7 8.4 Operating income1,239 8.5 1,321 10.3 
Interest incomeInterest income22.2 0.2 16.8 0.2 Interest income24 0.2 14 0.1 
Interest expenseInterest expense(206.9)(1.7)(207.9)(2.2)Interest expense(159)(1.1)(153)(1.2)
Other non-operating income (loss), net15.9 0.1 3.5  
Other non-operating income, netOther non-operating income, net11 0.1 11 0.1 
Income from continuing operations before income taxes and equity in income (loss) of affiliated companies825.2 6.6 604.1 6.4 
Income from continuing operations before income taxes and equity in income/(loss) of affiliated companiesIncome from continuing operations before income taxes and equity in income/(loss) of affiliated companies1,115 7.7 1,193 9.3 
Income tax expenseIncome tax expense(186.9)(1.5)(171.5)(1.8)Income tax expense(300)(2.1)(261)(2.0)
Equity in income (loss) of affiliated companies(14.0)(0.1)4.1  
Equity in income/(loss) of affiliated companies, net of taxEquity in income/(loss) of affiliated companies, net of tax— — 19 0.1 
Income from continuing operations624.3 5.0 436.7 4.6 
Income (loss) from discontinued operations, net of tax(7.7)(0.1)0.7  
Net incomeNet income$616.6 4.9 %$437.4 4.6 %Net income$815 5.6 %$951 7.4 %
Net (income) loss attributable to non-controlling interests(4.4) (7.2)(0.1)
Net income attributable to non-controlling interestsNet income attributable to non-controlling interests(10)(0.1)(12)(0.1)
Net income attributable to Amcor plcNet income attributable to Amcor plc$612.2 4.9 %$430.2 4.5 %Net income attributable to Amcor plc$805 5.5 %$939 7.3 %

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Overview

    Amcor is a global leader in developing and producing responsible packaging for food, beverage, pharmaceutical, medical, home and personal-care, and other products.Amcor works We work with leading companies around the world to protect their products and the people who rely on them, differentiate brands, and improve supply chains through a range of flexible and rigid packaging, specialty cartons, closures, and services. The company isWe are focused on making packaging that is increasingly light-weighted, recyclable and reusable, and made using an increasing amount of recycled content. During fiscal year 2020, approximately 47,0002022, Amcor employees generated $12.5$14.5 billion in sales from operations that spanned approximately 231221 locations in over 40 countries.    

Significant Items Affecting the Periods Presented

Impact of COVID-19

    TheWe continue to monitor the impact of the ongoing 2019 Novel Coronavirus ("COVID-19") pandemic on all aspects of our business. The COVID-19 pandemic has introducedresulted in intermittent regional government restrictions on the movement of people, goods, and non-essential services resulting in a period of unprecedentedhistoric uncertainty and challenge. Amcor’s operations have been largely recognized as 'essential' by governments and authorities around the world given the role we play in the supply chains for critical food and healthcare products. Our scale and global footprint has enabled uschallenges. We remain focused on our commitment to collaborate with customers and suppliers to meet volatile changes in demand and continue to service our customers. In dealing with the exceptional challenges posed by COVID-19, we have established three guiding principles focusing on the health and safety of our employees keeping our operations running and contributing to relief efforts in our communities.

Health and Safety

        Our commitment to the health and safety of its employees remainsas our first priority. Our rigorous precautionary measures include the formation of global and regional response teams that maintain contact with authorities and experts to actively manage the situation, restrictions on company travel, quarantine protocols for employees who may have had exposure or have symptoms, frequent disinfecting of Amcor locations and other measures designed to help protect employees, customers and suppliers. We expect to continue these measuresto evaluate our response and related precautions until the COVID-19 pandemic is adequately contained for our business.has been fully resolved as a public health crisis.

Operations and Supply Chain

        To support our business partners, we have instituted business continuity plans in each of our operations and offices globally which address infection prevention measures, incident response, return to work protocols and supply chain risks.    We have experienced minimal disruptions to our operations to date as we have largely been deemed as providing essential services. However, we have experienced volatility in customer order patterns in the second half of fiscal year 2020 and could continue to experience significant volatility in the demand for our products in the future. For instance, in April, our Rigid Packaging Segment sales volumes in North America and Latin America were adversely impacted as a result of a decrease in foot traffic in the convenience and on-the-go channels. Our facilities have largely been exempt from government mandated closure orders and while governmental measures may be modified, we expect that our operationsfacilities will remain operational given the essential products we supply. However, despite our best efforts to contain the impact in our facilities, it remains possible that significant disruptions could occur as a result of the pandemic, including temporary closures of our facilities.facilities due to outbreaks of the virus among our workforce or government mandates.

    We have not experienced any significant disruptions in our supply chain to date and continue to monitor the risk of customer, raw material and other supply chain disruptions.

Contributions to Our Communities

        To support our local communities, we launched a global program to help mitigate the impact of COVID-19 by donating food and healthcare packaging products and by funding local community initiatives to improve access to healthcare, education or food and other essential products.

Looking Ahead

        We believe we are well-positioned to meet the challenges of the ongoing COVID-19 pandemic. However, we cannot reasonably estimate the duration and severity of this pandemic or its ultimate impact on the global economy and our operations and financial results. The ultimate near-term impact of the pandemic on our business will depend on the extent and nature of any future disruptions across the supply chain, the durationimplementation of further social distancing measures and other government imposedgovernment-imposed restrictions, andas well as the nature and pace of macroeconomic recovery in key global economies.

Raw Material, Inflation, and Supply Chain Trends

    During fiscal year 2022, we experienced persistent supply shortages and price volatility of certain resins and raw materials in both of our reportable segments as a result of market dynamics that first materialized in the second half of fiscal year 2021 and higher rates of regional inflation impacting energy, fuel, and labor costs. The underlying causes for the volatility can be attributed to a variety of factors, including the ongoing impacts of the COVID-19 pandemic resulting in labor shortages and transportation constraints, energy shortages and weather disruptions impacting raw material supply in certain regions. The complex factors driving ongoing market volatility continue and could be further exacerbated by the continuation of the Russia-Ukraine conflict. We intend to continue to work closely with our suppliers and customers, leveraging our global capabilities and expertise to work through supply and other resulting issues.

South Africa Fire

    On July 13, 2021, our Durban, South Africa, manufacturing facility was destroyed by fire associated with general civil unrest. The facility employed 350 individuals and no employees were injured as the facility had been closed in advance of the disturbance. In fiscal year 2022, we recorded $45 million in expense before insurance settlements, primarily related to inventory, property, and equipment losses from the fire and other related expenses. We have insurance for the majority of property and other losses resulting from the fire and have received $33 million in insurance settlements in fiscal year 2022.

Russia-Ukraine Conflict

    Russia's invasion of Ukraine that began in February 2022 continues as of the date of the filing of this annual report. In advance of the invasion, we proactively suspended operations at our small manufacturing site in Ukraine. We also operate three manufacturing facilities in Russia. In the fourth quarter of fiscal year 2022, after a thorough review of our strategic options, we committed to sell our Russian operations, which resulted in a non-cash $90 million impairment charge.


25
29


The Acquisition    Since our decision in March 2022 to scale back our Russian operations, we have remained committed to continuing to support our Russian and Ukraine employees and customers. We are proactively taking steps to mitigate the financial impact of Bemis Company, Inc.exiting our Russian operations, including adjusting our European footprint to reallocate and consolidate volumes from Russia and Ukraine to leverage utilization and deliver enhanced efficiencies across Central and Western Europe, as well as taking actions to restructure our regional cost base. In addition to the $90 million in impairment charges on assets held for sale, we incurred $48 million in other impairment charges given the expectation that certain assets not held for sale in the conflict region will not be recoverable, and $62 million in restructuring and other costs in the fourth quarter of fiscal year 2022 related to the Russia-Ukraine conflict. We expect approximately $30 million in additional restructuring and other costs in fiscal year 2023 related to our exit decision.

    On June 11, 2019, we completed the acquisitionFor further information, refer to Note 4, "Restructuring, Impairment, and Related Expenses, net," Note 6, "Held for Sale and Discontinued Operations," and Note 7, "Restructuring" of 100% of the outstanding shares of Bemis Company, Inc. ("Bemis"), a global manufacturer of flexible packaging products based in the United States, for the purchase price of $5.2 billion in an all-stock transaction. In connection with the Bemis transaction, we assumed $1.4 billion of debt."Part II, Item 8, Notes to Consolidated Financial Statements."

2019 Bemis Integration Plan

    In connection with the acquisition of Bemis Company, Inc. ("Bemis"), we initiated restructuring activities in the fourth quarter of 2019 aimed at integrating and optimizing the combined organization. As previously announced, we continue to target realizing approximatelyWe have exceeded the targeted pre-tax synergies of $180 million of pre-tax synergiesby approximately 10% driven by procurement, supply chain and general and administrative savings by the endas of fiscal yearJune 30, 2022.

    Our totalThe 2019 Bemis Integration Plan was completed by June 30, 2022, with final pre-tax integration costs are expectedcost amounting to be approximately $200$253 million. The total 2019 Bemis Integration Plan costs include $165cost includes $213 million of restructuring and related expenses, net, and $35$40 million of general integration expenses. The restructuring and related expensesnet cash expenditures for the plan, including disposal proceeds, are comprised$170 million, of approximately $90which $40 million relates to general integration expenses. As part of this Plan, we have incurred $144 million in employee related expenses, $25$36 million in fixed asset related expenses, $20$39 million in other restructuring and $30$45 million in restructuring related expenses. We estimate that approximately $150 millionexpenses, partially offset by a gain on disposal of the $200 million total integration costs will result in cash expenditures,a business of which $115 million relate to restructuring and related expenditures. Cash payments for the$51 million. In fiscal year 2020 were $80.22022, the Plan resulted in net cash outflows of $49 million of which $54.1$47 million were payments related to restructuring and related expenditures. The 2019 Bemis Integration Plan relates to the Flexibles segment and Corporate and is expected toremaining cash outflow will be completed by the end ofprimarily incurred in fiscal year 2022.

2023.
    
2018 Rigid Packaging Restructuring related costs are directly attributable to restructuring activities; however, they do not qualify for special accounting treatment as exit or disposal activities. General integration costs are not linked to restructuring. We believe the disclosure of restructuring related costs provides more information on the total cost of our 2019 Bemis Integration Plan. The restructuring related costs relate primarily to the closure of facilities and include costs to replace graphics, train new employees on relocated equipment and anticipated loss on sale of closed facilities.

Other Restructuring PlansPlan

    On August 21, 2018, we announced a restructuring plan in Amcor Rigid Packaging ("2018 Rigid Packaging Restructuring Plan") aimed at reducing structural costs and optimizing the footprint. The Plan includesincluded the closures of manufacturing facilities and headcount reductions to achieve manufacturing footprint optimization and productivity improvements, as well as overhead cost reductions.

    Our totalThe 2018 Rigid Packaging Restructuring Plan was completed by June 30, 2021 with total pre-tax restructuring costs are expected to be approximately $110of $121 million, of which $78 million resulted in cash expenditures, with the main component being the cost to exit manufacturing facilities and employee related costs. The total plan cost has been increased by approximately $15 million in the fourth quarter of fiscal year 2020 due primarily to additional non-cash impairments. We estimate that approximately $70 million of the $110 million total costs will result in cash expenditures. Cash payments for the fiscal year 2020 were $23.6 million. The 2018 Rigid Packaging Restructuring Plan is expected to be completed during fiscal year 2021.

    On June 9, 2016, we announced a major initiativeFor more information about our restructuring plans, refer to Note 7, "Restructuring."

Equity Method Investment - AMVIG Holdings Limited ("2016 Flexibles Restructuring Plan"AMVIG") to optimize the cost base and drive earnings growth in the Flexibles segment. This initiative was designed to accelerate the pace of adapting the organization within developed markets through footprint optimization to better align capacity with demand, increase utilization and improve the cost base and streamlining the organization and reducing complexity, particularly in Europe, to enable greater customer focus and speed to market.

    As partWe sold our equity method investment in AMVIG on September 30, 2020, realizing a net gain of $15 million, which was recorded in equity in income/(loss) of affiliated companies, net of tax in the 2016 Flexibles Restructuring Plan, we had closed eight manufacturing facilitiesconsolidated statements of income. Prior to the sale and reduced headcount at certain facilities. Our total pre-tax restructuring costs were $230.8 million, with $166.7 million in employee termination costs, $31.4 million in fixed asset impairment costs and $32.7 million in other costs, which primarily represent the cost to dismantle equipment and terminate existing lease contracts. Approximately $166 million of the $230.8 million in total program costs resulted in cash expenditures. Cash payments for fiscal year 2019 were $14.4 million. The Plan was substantially completed by the end of fiscal year 2019.

26


Impairment in Equity Method Investment

        Duedue to impairment indicators being present for the yearsyear ended June 30, 2020, 2019 and 2018, we performed impairment tests by comparing the carrying value of itsour investment in AMVIG Holdings Limited ("AMVIG") at the end of each period, including interim periods, to the fair value of the investment, which was determined based on AMVIG's quoted share price. We recorded an impairment chargescharge of $26 million in fiscal yearsyear 2020, 2019 and 2018 of $25.6 million, $14.0 million and $36.5 million, respectively, as the fair value of the investment was below its carrying value. Refer to Note 7,8, "Equity Method Investments" for more information about our equity method investments.and Other Investments."

Highly Inflationary Accounting

    We have subsidiaries in Argentina that historically had a functional currency of the Argentine Peso. As of June 30, 2018, the Argentine economy was designated as highly inflationary for accounting purposes. Accordingly, beginning July 1, 2018, we began reporting the financial results of our ArgentineanArgentine subsidiaries with a functional currency of the Argentine Peso at the functional currency of the parent, which is the U.S. dollar. The transition to highly inflationary accounting resulted in a negative impact on monetary balances of $27.7$16 million, $19 million, and $30.2$28 million that was reflected onin the consolidated statementstatements of income for the yearfiscal years ended June 30, 20202022, 2021, and 2019,2020, respectively.

30

27


Results of Operations

The following is a discussion and analysis of changes in the financial condition and results of operations for fiscal year 20202022 compared to fiscal year 2019.2021. A discussion and analysis regarding our results of operations for fiscal year 20192021 compared to fiscal year 20182020 that are not included in this Annual Report on Form 10-K can be found in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 30, 2019,2021, filed with the SEC on September 3, 2019.August 24, 2021 and incorporated by reference.

Consolidated Results of Operations
(in millions)20202019
($ in millions, except per share data)($ in millions, except per share data)20222021
Net salesNet sales$12,467.5 $9,458.2 Net sales$14,544 $12,861 
Operating incomeOperating income994.0 791.7 Operating income1,239 1,321 
Operating profit as a percentage of net sales8.0 %8.4 %
Operating income as a percentage of net salesOperating income as a percentage of net sales8.5 %10.3 %
Net income attributable to Amcor plcNet income attributable to Amcor plc$612.2 $430.2 Net income attributable to Amcor plc$805 $939 
Diluted Earnings Per ShareDiluted Earnings Per Share$0.382 $0.363 Diluted Earnings Per Share$0.529 $0.602 

    Net sales increased $3,009.3by $1,683 million, or 31.8%by 13.1%, to $12,467.5 million for thein fiscal year 2020, from $9,458.2 million for the2022, compared to fiscal year 2019.2021. Excluding the impact of disposed and ceased operations of $87 million, or (0.7%), negative currency impacts of $274.0$249 million, or (2.9%(1.9%), and pass-through of lower raw material costs of $205.6$1,530 million, or (2.2%)11.9%, the increase in net sales including intersegment sales, for the fiscal year 20202022 was $3,488.9$490 million or 36.9%3.8%, driven by marginally favorable volumes of 0.2%0.4% and unfavorablefavorable price/mix of (0.4%), with acquisition related impacts contributing 37.1%3.4%.

    Net income attributable to Amcor plc increaseddecreased by $182.0$134 million, or 42.3%by 14.3%, to $612.2 million for thein fiscal year 2020, from $430.2 million for the2022, compared to fiscal year 20192021, mainly as a result of the Bemis acquisitionincreased restructuring, impairment, and related transactionexpenses, net of $140 million, largely due to costs related to the Russia-Ukraine conflict, and integration cost impacts.higher tax charges of $39 million, offset by increased gross profit of $88 million.

    Diluted earnings per sharesshare ("Diluted EPS") increased to $0.382,decreased by $0.073, or 5.2%by 12.1%, for thein fiscal year 2020, from $0.363 for the2022, compared to fiscal year 2019,2021, with net income attributable to ordinary shareholders increasing 42.3%decreasing by 14.3% and the diluted weighted averageweighted-average number of shares outstanding increased 35.3%decreasing by 2.6%. The increasedecrease in the diluted weighted averageweighted-average number of shares outstanding was due to the acquisitionrepurchase of Bemis.shares under announced share buyback programs.

Segment Results of Operations

    Flexibles Segment

    OurThe Flexibles reportingreportable segment develops and supplies flexible packaging globally.
(in millions)20202019
($ in millions)($ in millions)20222021
Net sales including intersegment salesNet sales including intersegment sales$9,754.7 $6,566.7 Net sales including intersegment sales$11,151 $10,040 
Adjusted EBIT from continuing operationsAdjusted EBIT from continuing operations1,335.1 817.2 Adjusted EBIT from continuing operations1,517 1,427 
Adjusted EBIT from continuing operations as a percentage of net salesAdjusted EBIT from continuing operations as a percentage of net sales13.7 %12.4 %Adjusted EBIT from continuing operations as a percentage of net sales13.6 %14.2 %

    Net sales including intersegment sales increased $3,188.0by $1,111 million, or 48.5%by 11.1%, to $9,754.7 million forin fiscal year 2020, from $6,566.7 million for2022, compared to fiscal year 2019.2021. Excluding the impact of disposed and ceased operations of $87 million, or (0.8%), negative currency impacts of $235.2$248 million, or (3.6%(2.5%), and pass-through of lower raw material costs of $87.9$1,091 million, or (1.4%10.9%, the increase in net sales including intersegment sales for fiscal year 2022 was $355 million, or 3.5%, driven by favorable price/mix.

    Adjusted earnings before interest and tax from continuing operations ("Adjusted EBIT") increased by $90 million, or by 6.3% in fiscal year 2022, compared to fiscal year 2021. Excluding the impact of disposed and ceased operations of $4 million, or (0.2%)and negative currency impacts of $31 million, or 2.3%, the increase in Adjusted EBIT for fiscal year 2022 was $125 million, or 8.8%, driven by favorable price/mix of 8.0%, plant cost improvements of 2.4% and favorable volumes of 0.8%, partially offset by unfavorable selling, general, and administrative ("SG&A") and other cost impacts of (2.4%).




31



    Rigid Packaging Segment

    The Rigid Packaging reportable segment manufactures rigid packaging containers and related products.
($ in millions)20222021
Net sales$3,393 $2,823 
Adjusted EBIT from continuing operations289 299 
Adjusted EBIT from continuing operations as a percentage of net sales8.5 %10.6 %

    Net sales increased by $570 million, or by 20.2%, in fiscal year 2022, compared to fiscal year 2021. Excluding positive currency impacts of $1 million, and pass-through of raw material costs of $439 million, or 15.6%, the increase in net sales including intersegment sales for the fiscal year 20202022 was $3,511.1$132 million, or 53.5%4.7%, driven by favorable volumes of 0.1%2.8% and unfavorablefavorable price/mix of (0.1%) with acquisition related impacts contributing 53.5%.

        Adjusted earnings before interest and tax from continuing operations ("Adjusted EBIT") for the fiscal year 2020 increased $517.9 million, or 63.4% to $1,335.1 million from $817.2 million for the fiscal year 2019. Excluding negative currency impacts of $25.4 million, or (3.0%), the increase in Adjusted EBIT for the fiscal year 2020 was $543.3 million, or 66.4%, driven by plant cost improvements of 8.7%, selling, general and administrative ("SG&A") and other cost improvements of 2.5%, favorable volumes of 0.1%, partially offset by unfavorable price/mix of (1.5%) with acquisition related impacts contributing 56.6%.

        Rigid Packaging Segment
28



        Our Rigid Packaging reporting segment manufactures rigid packaging containers and related products.
(in millions)20202019
Net sales including intersegment sales$2,716.3 $2,892.7 
Adjusted EBIT from continuing operations290.1 308.2 
Adjusted EBIT from continuing operations as a percentage of net sales10.7 %10.7 %

        Net sales decreased $176.4 million, or 6.1%, to $2,716.3 million for fiscal year 2020, from $2,892.7 million for fiscal year 2019. Excluding negative currency impacts of $39.0 million, or (1.3%) and pass-through of lower raw material costs of $117.7 million, or (4.1%), the decrease in net sales for the fiscal year 2020 was $19.7 million, or 0.7%, driven by favorable volumes of 0.5% and unfavorable price/mix of (1.2)%1.9%.

    Adjusted EBIT for thedecreased by $10 million, or by 3.3%, in fiscal year 2020 decreased $18.1 million or 5.9%2022, compared to $290.1 million for the fiscal year 20202021. With minor impacts from $308.2 million for the fiscal year 2019. Excluding negative currency impacts, of $5.1 million, or (1.7%), the decrease in Adjusted EBIT for the fiscal year 20202022 was $13.0$10 million, or 4.2%3.5%, driven by favorable plant costsprice/mix of 2.2%, favorable SG&A and other costs at 0.9%20.5%, favorable volumes of 0.4%9.2%, unfavorable plant costs of (30.0%), and unfavorable price/mixselling, general, and administrative ("SG&A"), and other cost impacts of 7.7%(3.2%).

Consolidated Gross Profit
(in millions)20202019
($ in millions)($ in millions)20222021
Gross profitGross profit$2,535.5 $1,799.1 Gross profit$2,820 $2,732 
Gross profit as a percentage of net salesGross profit as a percentage of net sales20.3 %19.0 %Gross profit as a percentage of net sales19.4 %21.2 %

    Gross profit increased by $736.4$88 million, or 40.9%by 3.2%, to $2,535.5 million forin fiscal year 2020, from $1,799.1 million for2022, compared to fiscal year 2019.2021. The increase was primarily in the Flexibles reporting segment driven by the Bemis acquisition.increase in net sales of 13.1% referred to above. Gross profit as a percentage of sales decreased to 19.4% for the fiscal year 2022, primarily due to the impact on the calculation from the pass through of higher raw material costs during the period.

Consolidated Selling, General, and Administrative ("SG&A") ExpenseExpenses
(in millions)20202019
($ in millions)($ in millions)20222021
SG&A expensesSG&A expenses$(1,384.8)$(999.0)SG&A expenses$(1,284)$(1,292)
SG&A expenses as a percentage of net salesSG&A expenses as a percentage of net sales(11.1)%(10.6)%SG&A expenses as a percentage of net sales(8.8)%(10.0)%

    SG&A increaseddecreased by $385.8$8 million, or 38.6%by 0.6%, to $1,384.8 million forin fiscal year 2020, from $999.0 million for2022, compared to fiscal year 2019. The increase was primarily in the Flexibles reporting segment and Other2021, largely driven by the Bemis acquisition, including related transaction and integration cost impacts.favorable exchange rates.

Consolidated ResearchRestructuring, Impairment, and Development ("R&D") ExpenseRelated Expenses, Net
(in millions)20202019
R&D expenses$(97.3)$(64.0)
R&D expenses as a percentage of net sales(0.8)%(0.7)%
($ in millions)20222021
Restructuring, impairment, and related expenses, net$(234)$(94)
Restructuring, impairment, and related expenses, net, as a percentage of net sales(1.6)%(0.7)%

    ResearchRestructuring, impairment, and developmentrelated costs increased by $33.3$140 million, or 52.0%by 148.9%, to $97.3 million forin fiscal year 2020, from $64.0 million for2022, compared to fiscal year 2019.2021. The increase was primarily driven by the additionnon-recurrence of the Bemis cost base and timinga gain on disposal of project costs.

Consolidated Restructuring and Related Expense
(in millions)20202019
Restructuring and related expenses$(115.1)$(130.8)
Restructuring and related expenses as a percentage of net sales(0.9)%(1.4)%

        Restructuring and related costs decreased by $15.7a non-core European hospital supplies business of $52 million to $115.1 million forin fiscal year 2020, from $130.8 million for2021, and charges related to the Russia-Ukraine conflict in fiscal year 2019. The decrease was primarily driven2022, offset by a reduction in restructuring activities in connection with the 2018completion of the Rigid Packaging Restructuring Plan.Plan in June 2021.

29


Consolidated Other Income, Net
(in millions)20202019
($ in millions)($ in millions)20222021
Other income, netOther income, net$55.7 $186.4 Other income, net$33 $75 
Other income, net, as a percentage of net salesOther income, net, as a percentage of net sales0.4 %2.0 %Other income, net, as a percentage of net sales0.2 %0.6 %

32


    Other income, net decreased by $130.7$42 million, to $55.7 million foror by 56.0% , in fiscal year 2020, from $186.4 million for2022, compared to fiscal year 2019. The decrease was2021, mainly driven by nonrecurrencedue to the non-reoccurrence of remedy disposalcredits related gainsto a favorable Brazil Supreme Court ruling on Brazil indirect tax in the fiscal year 2019.2021.

Consolidated Interest Income
(in millions)20202019
($ in millions)($ in millions)20222021
Interest incomeInterest income$22.2 $16.8 Interest income$24 $14 
Interest income as a percentage of net salesInterest income as a percentage of net sales0.2 %0.2 %Interest income as a percentage of net sales0.2 %0.1 %

    Interest income increased by $5.4$10 million, or 32.1%by 71.4%, to $22.2 million forin fiscal year 2020, from $16.8 million for2022, compared to fiscal year 2019,2021, mainly driven by higheryield improvements on Euro denominated commercial paper and improved rates on cash balances duringheld by the period and negative interest rates on a portion of Euro denominated borrowings.Group.

Consolidated Interest Expense
(in millions)20202019
($ in millions)($ in millions)20222021
Interest expenseInterest expense$(206.9)$(207.9)Interest expense$(159)$(153)
Interest expense as a percentage of net salesInterest expense as a percentage of net sales(1.7)%(2.2)%Interest expense as a percentage of net sales(1.1)%(1.2)%

    Interest expense remained relatively stable at $206.9increased by $6 million, foror by 3.9%, in fiscal year 20202022, compared to $207.9 million for fiscal year 2019.

Consolidated Other Non-Operating Income (Loss), Net
(in millions)20202019
Other non-operating income (loss), net$15.9 $3.5 
Other non-operating income (loss), net, as a percentage of net sales0.1  %

        Other non-operating income, net increased by $12.4 million2021 due to $15.9 million for fiscal year 2020, from an other non-operating income, net of $3.5 million for fiscal year 2019, mainly driven by impacts relating to the acquired Bemis pension plans.higher short-term variable rates.

Consolidated Income Tax Expense
(in millions)20202019
($ in millions)($ in millions)20222021
Income tax expenseIncome tax expense$(186.9)$(171.5)Income tax expense$(300)$(261)
Effective tax rateEffective tax rate22.6 %28.4 %Effective tax rate26.9 %21.9 %

    Income tax expense increased by $15.4$39 million, or 9.0%by 14.9%, to $186.9 million forin fiscal year 2020, from $171.5 million for2022, compared to fiscal year 2019.2021. The increase was primarily driven by the higher overall profit of the total Company with a full year of Bemis’ results having been included comparedpredominantly attributable to three weeksan increase in fiscal year 2019.

        The effective tax rateprovisions for the fiscal year 2020 reduced relative to 2019 mainly due to the decrease in non-deductible transaction costs related to the acquisition of Bemis. The current year effectiveuncertain tax rate is reflective of a greater proportion of the business in the U.S. as a result of the Bemis acquisition.positions.



30
33


Presentation of Non-GAAP Information

    This Annual Report on Form 10-K refers to non-GAAP financial measures: adjusted earnings before interest and taxes ("Adjusted EBIT"), adjusted net income, and net debt. Such measures that have not been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"): adjusted earnings before interest and taxes ("Adjusted EBIT") from continuing operations, adjusted net income from continuing operations, and net debt.. These non-GAAP financial measures adjust for factors that are unusual or unpredictable. These measures exclude the impact of significant tax reform,reforms, certain amounts related to the effect of changes in currency exchange rates, acquisitions, and restructuring, including employee-related costs, equipment relocation costs, accelerated depreciation, and the write-down of equipment. These measures also exclude gains or losses on sales of significant property and divestitures, significant property and other impairments, net of insurance recovery, certain litigation matters, significant pension settlements, impairments in goodwill and equity method investments, and certain acquisition-related expenses, including transaction expenses, due diligence expenses, professional and legal fees, purchase accounting adjustments for inventory, order backlog, intangible amortization, and changes in the fair value of deferred acquisition payments.payments, and impacts related to the Russia-Ukraine conflict.

    This adjusted information should not be construed as an alternative to results determined underin accordance with U.S. GAAP. Management of the Company usesWe use the non-GAAP measures to evaluate operating performance and believesbelieve that these non-GAAP measures are useful to enable investors and other external parties to perform comparisons of our current and historical performance of the Company.performance.

    A reconciliation of reported net income attributable to Amcor plc to Adjusted EBIT from continuing operations and adjusted net income from continuing operations for fiscal years 2020, 20192022, 2021, and 20182020 is as follows:
For the years ended June 30,Years ended June 30,
(in millions)202020192018
($ in millions)($ in millions)202220212020
Net income attributable to Amcor plc, as reportedNet income attributable to Amcor plc, as reported$612.2 $430.2 $575.2 Net income attributable to Amcor plc, as reported$805 $939 $612 
Add: Net income (loss) attributable to non-controlling interests4.4 7.2 11.4 
Less: (Income) loss from discontinued operations, net of tax7.7 (0.7) 
Add: Net income attributable to non-controlling interestsAdd: Net income attributable to non-controlling interests10 12 
Add: (Income)/loss from discontinued operations, net of taxAdd: (Income)/loss from discontinued operations, net of tax— — 
Income from continuing operationsIncome from continuing operations624.3 436.7 586.6 Income from continuing operations815 951 624 
Add: Income tax expenseAdd: Income tax expense186.9 171.5 118.8 Add: Income tax expense300 261 187 
Add: Interest expenseAdd: Interest expense206.9 207.9 210.0 Add: Interest expense159 153 207 
Less: Interest incomeLess: Interest income(22.2)(16.8)(13.1)Less: Interest income(24)(14)(22)
EBIT from continuing operationsEBIT from continuing operations995.9 799.3 902.3 EBIT from continuing operations1,250 1,351 996 
Add: Material restructuring programs (1)Add: Material restructuring programs (1)105.7 64.1 14.4 Add: Material restructuring programs (1)37 88 106 
Add: Impairments in equity method investments (2)Add: Impairments in equity method investments (2)25.6 14.0 36.5 Add: Impairments in equity method investments (2)— — 26 
Add: Material acquisition costs and other (3)Add: Material acquisition costs and other (3)145.6 143.1  Add: Material acquisition costs and other (3)145 
Add: Amortization of acquired intangible assets from business combinations (4)Add: Amortization of acquired intangible assets from business combinations (4)191.1 31.1 19.3 Add: Amortization of acquired intangible assets from business combinations (4)163 165 191 
Add/(Less): Economic net investment hedging activities not qualifying for hedge accounting (5) (1.4)83.9 
Add: Impact of hyperinflation (6)(5)Add: Impact of hyperinflation (6)(5)27.7 30.2  Add: Impact of hyperinflation (6)(5)16 19 28 
Less: Net legal settlements (7) (5.0) 
Add: Pension settlements (8)(6)Add: Pension settlements (8)(6)5.5   Add: Pension settlements (8)(6)— 
Add/(Less): Net (gain)/loss on disposals (7)Add/(Less): Net (gain)/loss on disposals (7)10 (9) 
Add: Property and other losses, net (8)Add: Property and other losses, net (8)13 — — 
Add: Russia-Ukraine conflict impacts (9)Add: Russia-Ukraine conflict impacts (9)200   
Adjusted EBIT from continuing operationsAdjusted EBIT from continuing operations1,497.1 1,075.4 1,056.4 Adjusted EBIT from continuing operations1,701 1,621 1,497 
Less: Income tax expenseLess: Income tax expense(186.9)(171.5)(118.8)Less: Income tax expense(300)(261)(187)
Add: Adjustments to income tax expense (9)(88.9)23.2 (32.0)
Less: Adjustments to income tax expense (10)Less: Adjustments to income tax expense (10)(32)(51)(89)
Less: Interest expenseLess: Interest expense(206.9)(207.9)(210.0)Less: Interest expense(159)(153)(207)
Add: Interest incomeAdd: Interest income22.2 16.8 13.1 Add: Interest income24 14 22 
Less: Material restructuring programs attributable to non-controlling interest(4.3)  
Less: Net (income) loss attributable to non-controlling interests(4.4)(7.2)(11.4)
Less: Material restructuring programs attributable to non-controlling interestsLess: Material restructuring programs attributable to non-controlling interests— — (4)
Less: Net income attributable to non-controlling interestsLess: Net income attributable to non-controlling interests(10)(12)(4)
Adjusted net income from continuing operationsAdjusted net income from continuing operations$1,027.9 $728.8 $697.3 Adjusted net income from continuing operations$1,224 $1,158 $1,028 
(1)Material restructuring programs includes restructuring and related expenses for the 2019 Bemis Integration Plan for fiscal year 2022 and 2018 Rigid Packaging Restructuring Plan and the 2019 Bemis Integration Plan for fiscal year 2020, the 2018 Rigid Packaging Restructuring Plan for the fiscal year 2019,years 2021 and the 2016 Flexibles Restructuring Plan for fiscal year 2018.2020. Refer to Note 6,7, "Restructuring, Plans," for more information about the Company'sour restructuring plans.activities.
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(2)Impairments in equity method investments includesinclude the impairment charges related to other-than-temporary impairments related to the investment in AMVIG. During the fiscal year 2021, we sold our interest in AMVIG. Refer to Note 7,8, "Equity Method Investments"and Other Investments," for more information about the Company'sour equity method investments.
(3)Includes costs associated with the Bemis transaction. Fiscal year 2021 includes a $19 million benefit related to Brazil indirect taxes resulting from a May 2021 Brazil Supreme Court decision. During fiscal year 2020,, material acquisition costs and other includes $57.8$58 million amortization of Bemis acquisition related inventory fair value step-up and $87.8$88 million of Bemis transaction related costs and integration costs not qualifying as exit costs, including certain advisory, legal, audit, and audit related fees. During fiscal year 2019, material acquisition costs and other includes $47.9 million of costs related to the 2019 Bemis Integration Plan, $15.6 million of Bemis acquisition related inventory fair value step-up, $42.5 million of long-lived asset impairments, $133.7 million of Bemis transaction-related costs, partially offset by $96.5 million of gain related to the U.S. Remedy sale net of related and other costs.
(4)Amortization of acquired intangible assets from business combinations includes amortization expenses related to all acquired intangible assets from past acquisitions, impacting the periods presented, including $26.4 million and $4.5$26 million of sales backlog amortization for the fiscal year 2020 and 2019, respectively, from the Bemis acquisition.
(5)Economic net investment hedging activities not qualifying for hedge accounting includes the exchange rate movements on external loans not deemed to be effective net investment hedging instruments resulting from the Company's conversion to U.S. GAAP from Australian Accounting Standards ("AAS") recognized in other non-operating income (loss), net.
(6)Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the functional currency was the Argentine Peso.
(7)(6)Net legalPension settlements includesin fiscal year 2022 relate to the purchases of group annuity contracts and transfer of pension plan assets and related benefit obligations. Refer to Note 13, "Pension and Other Post-Retirement Plans," for more information. For fiscal year 2020, impact of significant legal settlements after associated costs.
(8)Impact of pensionspension settlements includes the amount of actuarial losses recognized in the consolidated statements of income statement related to the settlement of certain defined benefit plans, not including related tax effects.
(7)Net (gain)/loss on disposals includes an expense of $10 million from the disposal of non-core assets for fiscal year 2022. Refer to Note 11, "Fair Value Measurements," for more information. Fiscal year 2021 includes the gain realized upon the disposal of AMVIG and the loss upon disposal of other non-core businesses not part of material restructuring programs. Refer to Note 8, "Equity Method and Other Investments," for further information on the disposal of AMVIG and Note 5, "Divestitures," for more information about our other disposals.
(8)Property and other losses, net includes property and related business losses primarily associated with the destruction of our Durban, South Africa facility during general civil unrest in July 2021, net of insurance recovery.
(9)Russia-Ukraine conflict impacts include $138 million of impairment charges, $57 million of restructuring and related expenses, and $5 million of other expenses for fiscal year 2022. Refer to Note 4,"Restructuring, Impairment, and Related Expenses, Net," and Note 7, "Restructuring," for further information.
(10)Net tax impact on items (1) through (8)(9) above.

Reconciliation of Net Debt

    A reconciliation of total debt to net debt at June 30, 20202022 and 20192021 is as follows:
(in millions)June 30, 2020June 30, 2019
($ in millions)($ in millions)June 30, 2022June 30, 2021
Current portion of long-term debtCurrent portion of long-term debt$11.1 $5.4 Current portion of long-term debt$14 $
Short-term borrowings195.2 788.8 
Short-term debtShort-term debt136 98 
Long-term debt, less current portionLong-term debt, less current portion6,028.4 5,309.0 Long-term debt, less current portion6,340 6,186 
Total debtTotal debt6,234.7 6,103.2 Total debt6,490 6,289 
Less cash and cash equivalentsLess cash and cash equivalents742.6 601.6 Less cash and cash equivalents775 850 
Net debtNet debt$5,492.1 $5,501.6 Net debt$5,715 $5,439 


3235


Supplemental Guarantor Information

    Amcor plc, along with certain wholly owned subsidiary guarantors, guarantee the following senior notes issued by the wholly owned subsidiaries, Amcor Finance (USA), Inc., Bemis Company,Flexibles North America, Inc. and Amcor UK Finance plc.

4.500%4.000% Guaranteed Senior Notes due 20212025 of Bemis Company,Amcor Flexibles North America, Inc.
3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc.
2.630% Guaranteed Senior Notes due 2030 of Bemis Company,Amcor Flexibles North America, Inc.
3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA),Flexibles North America, Inc.
4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA),Flexibles North America, Inc.
2.630% Guaranteed Senior Notes due 2030 of Amcor Flexibles North America, Inc.
2.690% Guaranteed Senior Notes due 2031 of Amcor Flexibles North America, Inc.
1.125% Guaranteed Senior Notes due 2027 of Amcor UK Finance plc

    The threesix notes issued by Bemis Company,Amcor Flexibles North America, Inc. are guaranteed by its parent entity Amcor plc and the subsidiary guarantors Amcor Pty Ltd, (formerly known as Amcor Limited), Amcor Finance (USA), Inc. and Amcor UK Finance plc. The two notes issued by Amcor Finance (USA), Inc. are guaranteed by its parent entity Amcor plc and the subsidiary guarantors Amcor Pty Ltd, Bemis Company, Inc. and Amcor UK Finance plc. The note issued by Amcor UK Finance plc is guaranteed by its parent entity, Amcor plc and the subsidiary guarantors Amcor Pty Ltd, Bemis Company,Amcor Flexibles North America, Inc., and Amcor Finance (USA), Inc.

    On June 30, 2022, Amcor Finance (USA), Inc. and Amcor Flexibles North America, Inc. entered into supplemental indentures governing Amcor Finance (USA), Inc.'s 3.625% Guaranteed Senior Notes due 2026 and 4.500% Guaranteed Senior Notes due 2028 relating to the substitution of Amcor Flexibles North America, Inc. for Amcor Finance (USA), Inc. and the assumption by Amcor Flexibles North America, Inc. of the covenants of Amcor Finance (USA), Inc in the indenture and the securities. Both Amcor Finance (USA), Inc. and Amcor Flexibles North America, Inc. remain as guarantors of the 3.625% Guaranteed Senior Notes due 2026 and 4.500% Guaranteed Senior Notes due 2028.

    All guarantors fully, unconditionally, and irrevocably guarantee, on a joint and several basis, to each holder of the notes, the due and punctual payment of the principal of, and any premium and interest on, such note and all other amounts payable, when and as the same shall become due and payable, whether at stated maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of the notes and related indenture. The obligations of the applicable guarantors under their guarantees will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, or similar laws) under applicable law. The guarantees will be unsecured and unsubordinated obligations of the guarantors and will rank equally with all existing and future unsecured and unsubordinated debt of each guarantor. None of our other subsidiaries guarantee such notes. The issuers and guarantors conduct large parts of their operations through other subsidiaries of Amcor plc.

    BemisAmcor Flexibles North America, Inc. is incorporated in Missouri in the United States, Amcor Finance (USA) Inc. is incorporated in Delaware in the United States, Amcor UK Finance plc is incorporated in England and Wales, United Kingdom, and the guarantors are incorporated under the laws of Jersey, Australia, the United States, and England and Wales and, therefore, insolvency proceedings with respect to the issuers and guarantors could proceed under, and be governed by, among others, Jersey, Australian, United States, or English insolvency law, as the case may be, if either issuer or any guarantor defaults on its obligations under the applicable Notes or Guarantees, respectively.

    Set forth below is the summarized financial information of the combined obligor groupObligor Group made up of Amcor plc (as parent guarantor), Bemis Company, Inc., Amcor Finance (USA),Flexibles North America, Inc. and Amcor UK Finance plc (as subsidiary issuers of the notes and guarantors of each other’s notes), and Amcor Finance (USA), Inc. and Amcor Pty Ltd (as the remaining subsidiary guarantor)guarantors).

3336


Basis of Preparation

        Amcor has voluntarily adopted amendments to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered as issued by the SEC [Release No. 33-10762; 34-88307; File No. S7-19-18] in March 2020.    The following summarized financial information is presented for the parent, issuer, and guarantor subsidiaries ("Obligor Group") on a combined basis after elimination of intercompany transactions between entities in the combined group and amounts related to investments in any subsidiary that is a non-guarantor.

    This information is not intended to present the financial position or results of operations of the combined group of companies in accordance with U.S. GAAP.

Statement of Income for Obligor Group
(in millions)
For the year ended June 30,20202022
Net sales - external$915.01,092 
Net sales - to subsidiaries outside the Obligor Group4.911 
Total net sales919.9$1,103 
Gross profit174.4190 
Income from continuing operations (1)9,201.1
Income (loss) from discontinued operations, net of taxNet income (1)9.6$399 
Net income$9,210.7
Net (income) loss attributable to non-controlling interests 
Net income attributable to Obligor Group$9,210.7399 
(1)Includes $9,516.3$648 million of net intercompany income from subsidiaries outside the Obligor Group mainly made up ofattributable to intercompany dividenddividends and intercompany interest income, partially offset by expenses related to a legal entity reorganization executed during the period and other expenses related to transactions with subsidiaries outside the Obligor Group.income.

Balance Sheet for Obligor Group
(in millions)
As of June 30,20202022
Assets
Current assets - external$899.31,254 
Current assets - due from subsidiaries outside the Obligor Group136.183 
Total current assets1,035.41,337 
Non-current assets - external1,002.41,396 
Non-current assets - due from subsidiaries outside the Obligor Group12,405.010,978 
Total non-current assets13,407.412,374 
Total assets$14,442.813,711 
Liabilities
Current liabilities - external$1,647.32,014 
Current liabilities - due fromto subsidiaries outside the Obligor Group35.623 
Total current liabilities1,682.92,037 
Non-current liabilities - external6,073.66,456 
Non-current liabilities - due fromto subsidiaries outside the Obligor Group11,200.811,255 
Total non-current liabilities17,274.417,711 
Total liabilities$18,957.319,748 

3437


Liquidity and Capital Resources

    We finance our business primarily through cash flows provided by operating activities, commercial paper, borrowings from banks, and proceeds from issuances of debt and equity. We periodically review our capital structure and liquidity position in light of market conditions, including the recent COVID-19 pandemic, expected future cash flows, potential funding requirements for debt refinancing, capital expenditures and acquisitions, the cost of capital, sensitivity analyses reflecting downside scenarios, the impact on our financial metrics and credit ratings, and our ease of access to funding sources.

    Based onThe COVID-19 pandemic and geopolitical tensions have not materially impacted our liquidity position, current and expected cash flowflows from operating activities, andor available cash, wecash. We believe that our cash flows provided by operating activities, together with borrowings available under our credit facilities and access to the commercial paper market, backstopped by our bank debt facilities, will continue to provide sufficient liquidity to fund our operations, capital expenditures, and other commitments, including dividends and purchases of our ordinary shares and CHESS Depositary Instruments under authorized share repurchase programs, into the foreseeable future.

Overview
Year Ended June 30,
(in millions)20202019Change 2020 vs. 2019
Cash flow from operating activities$1,384.2 $776.1 608.1 
Cash flow from investing activities37.9 10.2 27.7 
Cash flow from financing activities(1,236.4)(764.9)(471.5)
Year Ended June 30,
($ in millions)20222021
Net cash provided by operating activities$1,526 $1,461 
Net cash (used in)/provided by investing activities(527)(233)
Net cash used in financing activities(891)(1,179)

Cash Flow Overview

    Net Cash Flow fromProvided by Operating Activities

    Net cash inflows provided by operating activities increased by $608.1$65 million, or 78.4%by 4%, to $1,384.2 million forin fiscal year 2020, from $776.1 million for2022, compared to fiscal year 2019.2021. This increase was primarily due to impacts fromhigher net income, adjusted for non-cash items, in fiscal year 2022, partially offset by working capital outflows compared with fiscal year 2021. The variance in "Other, net" within net cash inflows provided by operating activities is primarily attributed to the Bemis acquisition.timing of tax payments between periods.

    Net Cash Flow from(Used in)/Provided by Investing Activities

    Net cash inflows provided byoutflows from investing activities increased by $27.7$294 million, or 271.6%by 126%, to $37.9 million forin fiscal year 2020, from a $10.2 million inflow for2022, compared to fiscal year 2019.2021. This increase was primarily due to higher disposal proceeds from the EC Remedy related todisposal of AMVIG, the Bemis acquisition as compared to the U.S. RemedyEuropean hospital supplies business and other non-core businesses in the fiscal year 2019, partially offset by2021 and higher capital expenditures as a result of the Bemis acquisition.in fiscal year 2022.

    Capital expenditures were $399.5$527 million for fiscal year 2020,2022, an increase of $67.3$59 million compared to $332.2$468 million for fiscal year 2019.2021. The increase in capital expenditures was primarily due to the increased capital spending followingin the Bemis acquisition.Flexibles segment.

    Net Cash Flow fromUsed in Financing Activities

    Net cash flows used in financing activities increaseddecreased by $471.5$288 million, or 61.6%by 24%, to $1,236.4 million forin fiscal year 2020, from a $764.9 million outflow for2022, compared to fiscal year 2019.2021. This increase wasdecrease is primarily due to the $500 million on-market share buy-back program,higher cash net debt drawdowns compared with fiscal year 2021, partially offset by net inflows from longhigher share buybacks and short-term debt sources.on-market purchases of own shares in fiscal year 2022.

Net Debt

    We borrow money from financial institutions and debt investors in the form of bank overdrafts, bank loans, corporate bonds, unsecured notes, and commercial paper. We have a mixture of fixed and floating interest rates and use interest rate swaps to provide further flexibility in managing the interest cost of borrowings.

    Short-term debt consists of bank debt with a duration of less than 12 months and bank overdrafts which are classified as current due to the short-term nature of the borrowings, except where we have the ability and intent to refinance and as such extend the debt beyond 12 months. The current portion of the long-term debt consists of debt amounts repayable within a year after the balance sheet date.

3538


    Our primary bank debt facilities and notes are unsecured and subject to negative pledge arrangements limiting the amount of secured indebtedness we can incur to a range between 7.5% to 15.0%10.0% of our total tangible assets, subject to some exceptions and variations by facility. In addition, the covenants of the bank debt facilities and U.S. private placement debt require us to comply with certain financial covenants, includingmaintain a leverage and interest coverage ratios.ratio not higher than 3.9 times. The negative pledge arrangements and the financial covenants are defined in the related debt agreements. As of June 30, 2020,2022, we arewere in compliance with all applicable covenants under our bank debt facilities and U.S. private placement debt.facilities.

    Our net debt as of both June 30, 20202022 and June 30, 20192021 was $5.5 billion.$5.7 billion and $5.4 billion, respectively.

Available Financing

    As of June 30, 2020,2022, we had undrawn credit facilities available in the amount of $1.8$1.4 billion. Our senior facilities are available to fund working capital, growth capital expenditures, and refinancing obligations and are provided to us by five separatetwo bank syndicates. On September 25, 2019These facilities mature in April 2025 and December 15, 2019, we canceled $250.0 millionApril 2027, respectively, and $100.0 million, respectively, of the $750.0 million term loan facility.

        During the quarter ended March 31, 2020, the Company extendedrevolving tranches have two 12-month options available to management to extend the maturity of a 364-day syndicated facility by an additional six months to October 2020 and reduced the facility size from $1,050.0 million to $840 million. This facility was canceled on June 29, 2020 following the issuance of a $500.0 million 10 year senior unsecured note on June 19, 2020 and a €500.0 million 7 year senior unsecured note on June 23, 2020.date.

    As of June 30, 2020,2022, the revolving senior bank debt facilities had an aggregate limit of $4.2$3.8 billion, of which $2.4 billion had been drawn (inclusive of amounts drawn under commercial paper programs reducing the overall balance of available senior facilities). OurOn April 26, 2022, we terminated the previously existing senior bank debt facilities, mature between fiscal yearsand simultaneously, we entered into new three- and five-year syndicated facility agreements providing an aggregate limit of $3.8 billion. Subject to certain conditions, we can request the total commitment level under each agreement to be increased by up to $500 million. For further information, refer to Note 14, "Debt."

    On May 17, 2022, we issued U.S. dollar notes with a principal amount of $500 million and 2024,a contractual maturity in May 2025. The notes pay a coupon of 4.00% per annum, payable semi-annually in arrears.

    On December 15, 2021, we redeemed U.S. private placement notes of a principal amount of $275 million at maturity. The notes carried an interest rate of 5.95%.

    On July 15, 2021, we redeemed U.S. dollar notes with a principal amount of $400 million that had a contractual maturity of October 15, 2021 and carried an option to extend.interest rate of 4.50%.

Dividend Payments

    In fiscal years 2020, 20192022, 2021, and 2018,2020, we paid $761.1$732 million, $679.7$742 million, and $526.8$761 million, respectively, in dividends.

Credit Rating

    Our capital structure and financial practices have earned us investment grade credit ratings from two internationally recognized credit rating agencies. These investment grade credit ratings are important to our ability to issue debt at favorable rates of interest, for various tenorsterms, and from a diverse range of markets that are highly liquid, including European and U.S. debt capital markets and from global financial institutions.

Share Repurchases

    On August 21, 2019,17, 2021, our Board of Directors approved a $400 million buyback of ordinary shares and CHESS Depositary Instruments ("CDIs"). In addition, on February 1, 2022, our Board of Directors approved an on-market buy-back of $500additional $200 million buyback of ordinary shares and Chess Depositary Instruments ("CDIs").CDIs. During the twelve monthsfiscal year ended June 30, 2020, the Company2022, we repurchased approximately $500.0$600 million, excluding transaction costs, or 53.949 million shares. The shares repurchased as part of the program were canceled upon repurchase. Additionally, on August 17, 2022, our Board of Directors approved a further $400 million buyback of ordinary shares and/or CDIs in the next twelve months.

    We had cash outflows of $67.0$143 million, $20.2$8 million, and $35.7$67 million for the purchase of our shares in the open market during fiscal years 2020, 20192022, 2021, and 2018,2020, respectively, as treasury shares to satisfy the vesting and exercises of share-based compensation awards and shares purchased for shareholder settlement in the fourth quarter of fiscal year 2020.awards. As of June 30, 2020, 20192022, 2021, and 2018,2020, we held treasury shares at cost of $67.0$18 million, $16.1$29 million, and $10.7$67 million, representing 6.72 million, 1.43 million, and 0.97 million shares, respectively.

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Contractual ObligationsMaterial Cash Requirements

     The following table provides a summary ofAmcor’s material cash requirements for future periods from known contractual obligations including ourare included below. We expect to fund these cash requirements primarily through cash flows provided by operating activities, borrowings from banks, and proceeds from issuances of debt payment obligations, operating lease obligations and certain other commitments as of June 30, 2020.equity. These amounts do not reflect all planned spending under the various categories but rather that portion of spending tomaterial cash requirements for which we are contractually committed.

(in millions)Less than 1 yearWithin 1 to 3 yearsWithin 3 to 5 yearsMore than 5 years
Short-term debt obligations (1)$195.2 $ $ $ 
Long-term debt obligations (1)409.6 1,814.6 1,292.1 2,485.7 
Interest expense on short- and long-term debt, fixed and floating rate (2)131.1 185.9 150.6 206.6 
Operating leases (3)99.7 166.3 116.1 280.1 
Finance leases2.9 5.4 4.8 32.6 
Purchase obligations (4)1,043.5 970.5 16.0 11.3 
Employee benefit plan obligations90.7 178.4 183.4 477.0 
Total$1,972.7 $3,321.1 $1,763.0 $3,493.3 
(1)AllDebt obligations: Refer to Note 14, “Debt” of the notes to consolidated financial statements for additional information about our debt obligations are based on their contractual face value, excluding interest rate swap fair value adjustments and unamortized discounts.the related timing of these expected payments.
(2)Variable interest rate commitments are based on the current contractual maturity dateInterest payments: Refer to Note 14, “Debt” of the underlying facility, calculated onnotes to consolidated financial statements for additional information about our interest payments and the existing drawdown atrelated timing of the expected payments.
Operating and finance leases: Refer to Note 15, “Leases” of the notes to consolidated financial statements for information about our lease obligations and the related timing of the expected payments.
Employee benefit plan obligations: Refer to Note 13, “Pension and Other Post-Retirement Plans” of the notes to consolidated financial statements for additional information about our employee benefit plan obligations and the related timing of the expected payments.
Capital expenditures: As of June 30, 2020, after allowing2022, we have $223 million in committed capital expenditures for increases/(decreases) in projected bank reference rates.the fiscal year 2023.
(3)We lease certain manufacturing sites, office space, warehouses, land, vehicles and equipment under operating leases. The leases have varying terms, escalation clauses and renewal rights. Not included in the aboveOther purchase obligations: Amcor has other purchase obligations, including commitments are contingent rental payments which may arise as partto purchase a specified minimum amount of the rental increase indexed to the consumer price index or in the event that units produced by certain leased assets exceed a predetermined production capacity.
(4)Purchase obligations represent contracts or commitments for the purchasegoods, inclusive of raw materials, utilities, capital equipment and various other goodsother. These obligations are legally binding and services.non-cancellable. Where we are unable to determine the periods in which these obligations could be payable under these contracts, we present the cash requirement in the earliest period in which the minimum obligation could be payable. The estimated future cash outlays are approximately $1.6 billion, $550 million, $500 million, $300 million, and $100 million in fiscal years 2023, 2024, 2025, 2026, and 2027, respectively.

Off-Balance Sheet Arrangements

    Other than as described under "Contractual Obligations""Material Cash Requirements" as of June 30, 2020,2022, we had no significant off-balance sheet contractual obligations or other commitments.

Liquidity Risk and Outlook

In 2020, the Company continued to have access to liquidity through the commercial paper market. However, our access was temporarily restricted in March both in the U.S. and Europe due to the impact from COVID-19 on financial markets. We refinanced these maturities with drawings under our committed bank facilities. As a precautionary measure to maximize liquidity, in March 2020, we also extended our 364-day syndicated facility by an additional six months to October 2020 while reducing the facility size from $1,050.0 million to $840.0 million. This facility was canceled on June 29, 2020 following the issuance of a $500.0 million 10-year senior unsecured note on June 19, 2020 and a €500.0 million 7-year senior unsecured note on June 23, 2020. The Company also filed a Form S-3 shelf registration statement on June 10, 2020, which enabled the Company to issue the two notes in June 2020 and will enable the Company to issue debt securities in the future when market conditions are favorable and on a timely basis.

Liquidity risk arises from the possibility that we might encounter difficulty in settling our debts or otherwise meeting our obligations related to financial liabilities. We manage our liquidity risk centrally and such management involves maintaining available funding and ensuring that we have access to an adequate amount of committed credit facilities. Due to the dynamic nature of our business, wethe aim is to maintain flexibility within our funding structure through the use of bank overdrafts, bank loans, corporate bonds, unsecured notes, and commercial paper and factoring.paper. The following guidelines are used to manage our liquidity risk:

maintaining minimum undrawn committed liquidity of at least $200 million that can be drawn at short notice;
regularly performing a comprehensive analysis of all cash inflows and outflows in relation to operational, investing, and financing activities;
generally using tradable instruments only in highly liquid markets;
maintaining a senior credit investment grade rating with a reputable independent rating agency;
managing credit risk related to financial assets;
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monitoring the duration of long-term debt;
only investing surplus cash with major financial institutions; and
to the extent practicable, spreading the maturity dates of long-term debt facilities.

    In the fourth quarter of fiscal year 2022, we terminated our 3-, 4-, and 5-year syndicated facility agreements. The three facility agreements collectively provided $3.8 billion of credit facilities. On the same day, we entered into three- and five-year syndicated facility agreements that each provide a revolving credit facility of $1.9 billion, $3.8 billion in total. The facilities are unsecured and have contractual maturities in April 2025 and April 2027, respectively. The agreements include customary terms and conditions for a syndicated facility of this nature, and the revolving tranches have two 12-month options available to management to extend the maturity date.

As of June 30, 20202022 and 2019,2021, an aggregate principal amount of $1,976.5 million$2.4 billion and $221.2 million,$1.8 billion, respectively, was drawn under our commercial paper programs. However, such programs are backstopped by committed bank syndicated loan facilities with maturities in April 20222025 ($750.0 million)1.9 billion), April 2023 ($1.5 billion) and April 20242027 ($1.51.9 billion), with an option to extend, under which we had $1.8$1.4 billion in unused capacity remaining as of June 30, 2020.2022.

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    We expect long-term future funding needs to primarily relate to refinancing and servicing our outstanding financial liabilities maturing as outlined above and to finance our growth capital expenditure and payments for acquisitions that may be completed. We expect to continue to fund our long-term business needs on the same basis as in the past, i.e., partially through the cash flow provided by operating activities available to the business and management of the capital of the business, in particular through issuance of commercial paper and debt securities on a regular basis. We decide on discretionary growth capital expenditures and acquisitions individually based on, among other factors, the return on investment after related financing costs and the payback period of required upfront cash investments in light of our mid-term liquidity planning covering a period of four years post the current financialfiscal year. Our long-term access to liquidity depends on both our results of operations and on the availability of funding in financial markets.

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Critical Accounting Estimates and Judgments

    Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, we evaluate our estimates and judgments, including those related to retirement benefits, intangible assets, goodwill, equity method investments and expected future performance of operations. Our estimates and judgments are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

    We believe the following are critical accounting estimates used in the preparation of our consolidated financial statements.

the calculation of annual pension costs and related assets and liabilities;
valuation of intangible assets and goodwill;
calculation of deferred taxes and uncertain tax positions;
calculation of equity method investments; and
calculationvaluation of acquisition fair values.

Considerations Related to the COVID-19 Pandemic

        The impact that the recent COVID-19 pandemic will have on our consolidated operations is uncertain. While the overall impact on our operations to date has not been material, we have experienced volatility in customer order patterns. We have considered the potential impacts of the COVID-19 pandemic in our critical accounting estimatesassets and judgements as of June 30, 2020 and will continue to evaluate the nature and extent of the impact on our business and consolidated results of operations.liabilities held for sale.

Pension Costs

    Approximately 50%90% of our principal defined benefitsbenefit plans are closed to new entrants and future accruals. The accounting for ourdefined benefit pension plans requires us to recognize the overfunded or underfunded status of the pension plans on our balance sheet. A substantial portion of our pension amounts relaterelates to our defined benefit plans in the United States, Germany, Switzerland, and the United Kingdom. Net periodic pension cost recorded in fiscal year 20202022 was $9.9$12 million, compared to pension cost of $12.5$15 million in fiscal year 20192021 and $7.7$10 million in fiscal year 2018.2020. We expect net periodic pension expensecost before the effect of income taxes for fiscal year 20212023 to be approximately $12.7$9 million. 

    For our sponsored plans, the relevant accounting guidance requires that management make certain assumptions relating to the long-term rate of return on plan assets, discount rates used to determine the present value of future obligations and expenses, salary inflation rates, mortality rates, and other assumptions. We believe that the accounting estimates related to
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our pension plans are critical accounting estimates because they are highly susceptible to change from period to period based on the performance of plan assets, actuarial valuations, market conditions, and contracted benefit changes. The selection of assumptions is based on historical trends and known economic and market conditions at the time of valuation, as well as independent studies of trends performed by our actuaries. However, actual results may differ substantially from the estimates that were based on the critical assumptions.

    The amount by which the fair value of plan assets differs from the projected benefit obligation of a pension plan must be recorded on the consolidated balance sheetsheets as an asset, in the case of an overfunded plan, or as a liability, in the case of an underfunded plan. The gains or losses and prior service costs or credits that arise but are not recognized as components of pension cost are recorded as a component of other comprehensive income.income/(loss). Pension plan liabilities are revalued annually, or when an event occurs that requires remeasurement, based on updated assumptions and information about the individuals covered by the plan. Accumulated actuarial gains and losses in excess of a 10 percent corridor and the prior service cost are amortized on a straight-line basis from the date recognized over the average remaining service period of active participants or over the average life expectancy for plans with significant inactive participants. The service costs related to defined benefits are included in operating income. The other components of net benefit cost are presented in the consolidated statementstatements of income separately from the service cost component and outside operating income.

    We review annually the discount rate used to calculate the present value of pension plan liabilities. The discount rate used at each measurement date is set based on a high-quality corporate bond yield curve, derived based on bond universe information sourced from reputable third-party indexes, data providers, and rating agencies. In countries where there is no deep market in corporate bonds, we have used a government bond approach to set the discount rate. For Mexico, Poland and Turkey, a corporate bond credit spread has been added to the government bond yields. Additionally, the expected long-term rate of return on plan assets is derived for each benefit plan by considering the expected future long-term return assumption for each individual asset class. A single long-term return assumption is then derived for each plan based upon the plan's target asset allocation.




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Pension Assumptions Sensitivity Analysis

    The following chart depicts the sensitivity of estimated fiscal year 20212023 pension expense to incremental changes in the discount rate and the expected long-term rate of return on assets.
Discount RateDiscount RateTotal Increase (Decrease) to Pension Expense from Current AssumptionRate of Return on Plan AssetsTotal Increase (Decrease) to Pension Expense from Current AssumptionDiscount RateTotal Increase (Decrease) to Pension Expense from Current AssumptionRate of Return on Plan AssetsTotal Increase (Decrease) to Pension Expense from Current Assumption
(in millions)(in millions)Discount RateRate of Return on Plan Assets(in $ millions)
+25 basis points+25 basis points0.1 +25 basis points(4.2)+25 basis points+25 basis points
1.96 percent (current assumption) 3.52 percent (current assumption) 
3.80 percent (current assumption)3.80 percent (current assumption)— 4.42 percent (current assumption)— 
-25 basis points-25 basis points(0.2)-25 basis points4.2 -25 basis points(1)-25 basis points

Intangible Assets and Goodwill

    Goodwill represents the excess of the aggregate purchase price over the fair value of net assets acquired, including intangible assets. Goodwill is not amortized but is instead tested annually or when events and circumstances indicate an impairment may have occurred. Our reporting units each contain goodwill that is assessed for potential impairment. All goodwill is assigned to a reporting unit, which is defined as an operating segment, at the time of each acquisition based on the relative fair value of the reporting unit. We have six reporting units, of which five are included in our Flexibles Segment. The other reporting unit that is also a reportingreportable segment is Rigid Packaging.

    Goodwill for our reporting units is reviewed for impairment annually in the fourth quarter of each year or whenever events and circumstances indicate an impairment may have occurred during the year. When the carrying value of a reporting unit exceeds its fair value, we recognize an impairment loss equal to the difference between the carrying value and estimated fair value of the reporting unit, adjusted for any tax benefits, limited to the amount of the carrying value of goodwill.

    In performing our impairment analysis, we may elect to first assess qualitative factors to determine whether a quantitative test is necessary. If we determine that a quantitative test is necessary, or elect to perform a quantitative test instead of the qualitative test, we derive an estimate of fair values for each of our reporting units using income approaches. The most
39


significant assumptions used in the determination of the estimated fair value of the reporting units are the estimated net salesrevenue growth, projected operating income growth, terminal values, and earnings before interest, tax, depreciation and amortization, discount rate and terminal values.rates.

    Our estimates associated with the goodwill impairment tests are considered critical due to the amount of goodwill recorded on our consolidated balance sheetsheets and the judgment required in determining fair value amounts, including undiscounted projected future cash flows. Judgment is used in assessing whether goodwill should be tested more frequently for impairment than annually. Factors such as a significant decrease in expected net earnings, adverse equity market conditions, and other external events, such as the COVID-19 pandemic and the Russia-Ukraine conflict, may result in the need for more frequent assessments.

    Intangible assets consist primarily of purchased customer relationships, technology, trademarks, and software and are amortized using the straight-line method over their estimated useful lives, which range from one to 20 years. We review these intangible assets for impairment as changes in circumstances or the occurrence of events suggest that the remaining value is not recoverable. The test for impairment requires us to make estimates about fair value, most of which are based on projected future cash flows and discount rates. These estimates and projections require judgments as to future events, conditions, and amounts of future cash flows.

Deferred Taxes and Uncertain Tax Positions

    We deal with uncertainties and judgments in the application of complex tax regulations in a multitude of jurisdictions. The determination of uncertain tax positions is based on an evaluation of whether the weight of available evidence indicates that it is more likely than not that the position taken or expected to be taken in the tax return will be sustained on tax audit, including resolution of related appeals or litigation processes, if any. The recognized tax benefits are measured as the largest benefit of having a more likely than not likelihood of being sustained upon settlement. Significant estimates are required in determining such uncertain tax positions and related income tax expense and benefit. Additionally, we are also required to assess the likelihood of recovering deferred tax assets against future sources of taxable income which might result in the need for a valuation allowance ofon deferred tax assets, including operating loss, capital loss, and tax credit carryforwards if we do not reach
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the more likely than not threshold based on all available evidence. Significant judgments and estimates, including expected future performance of operations and taxable earnings and the feasibility of tax planning strategies, are required in determining the need for and amount of valuation allowances for deferred tax assets. If actual results differ from these estimates or there are future changes to tax laws or statutory tax rates, we may need to adjust valuation allowances or tax liabilities, which could have a material impact on our consolidated financial position and results of operations.

Equity Accounted InvestmentsValuation of Assets and Liabilities Held for Sale

    Investments in ordinary shares of companies, in which we believe we exercise significant influence over operating and financial policies,Disposal groups held for sale are accounted for using the equity method of accounting. Under this method, the investment is carried at cost and is adjusted to recognize our share of earnings or losses of the investee after the date of acquisition and cash dividends paid. The assessment of whether a decline in fair value below the cost basis is other-than-temporary and the amount of such other-than-temporary decline requires significant estimates.

        We review our investment in affiliated companiesassessed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. For example, we tested our investment in AMVIG Holdings Limited ("AMVIG") for impairment at March 31, 2020 given that the quoted share price had experienced a significant decline in the month of March associated with general market declines due to the COVID-19 pandemic. At the end of March, we concluded that the decline was temporary, and the investment was not impaired given our intention to hold the investment. However, the quoted share price did not recover in our fiscal fourth quarter and we determined that the investment was impaired as of June 30, 2020 and recorded an impairment charge of $25.6 million. We also recorded impairment charges of our AMVIG investment of $14.0 million in fiscal year 2019 and $36.5 million in fiscal year 2018.

Acquisitions

        We record acquisitions resulting in the consolidation of an enterprise using the purchase method of accounting. We recognize the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in an acquired business atby comparing their fair values as of the date of acquisition. Goodwill is measured as the excess of the consideration transferred, also measured at fair value, over the net of the acquisition dateless cost to sell to their carrying values. The fair values of the identifiable assets acquireddisposal groups held for sale are estimated using accepted valuation techniques which include earnings multiples, discounted cash flows, and liabilities assumed. The acquisition methodindicative bids. A number of accounting requires us to make significant estimates and assumptions are involved in the application of these techniques, including the forecasting of sales, expenses, and a variety of other factors. We consider historical experience, guidance received from third parties, and all other information available at the time the estimates are made to derive fair value. However, the fair value that is ultimately realized upon the divestiture of a business may significantly differ from the estimated fair value recognized in our consolidated financial statements, especially with respect to intangible assets.for disposal groups located within countries at war.

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        We use all available information to estimate fair values and typically engage outside appraisal firms to assist in the fair value determination for significant acquisitions. The fair value measurements are based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. Critical estimates in valuing intangible assets include, but are not limited to, expected cash flows from customer relationships, acquired developed technology, corporate trade name and brand names; the period of time we expect to use the acquired intangible asset; and discount rates.

        In estimating the future cash flows, we consider demand, competition, other economic factors and actuarial assumptions for defined benefit plans. We utilize common valuation techniques such as discounted cash flows and market approaches, including the relief-from-royalty method to value acquired developed technology, trade names and brand names. Customer relationships are valued using the cost approach or an income approach such as the excess earnings method. We believe our estimates to be based on assumptions that are reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates, which could result in impairment charges in the future.

        In connection with a given business acquisition, we may identify pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as part of the fair value estimates acquired and liabilities assumed and, if so, to determine the estimated amounts.

        In addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based on facts and circumstances that existed as of the acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period.

        We account for costs to exit or restructure certain activities of an acquired company separately from the business acquisition. A liability for costs associated with an exit or disposal activity is recognized and measured at fair value in the consolidated statement of income in the period in which the liability is incurred. We reflect acquired operations that we intend to dispose of as discontinued operations in our consolidated statement of income and as assets held for sale in our consolidated balance sheet.

New Accounting Pronouncements

    Refer to Note 3, "New Accounting Guidance" of the notes to consolidated financial statements for information about new accounting pronouncements.


















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Item 7A. - Quantitative and Qualitative Disclosures About Market Risk

Overview

    Our activities expose us to a variety of market risks and financial risks. Our overall risk management program seeks to minimize potential adverse effects of these risks on Amcor's financial performance. From time to time, we enter into various derivative financial instruments, such as foreign exchange contracts, commodity fixed price swaps (on behalf of customers), and interest rate swaps to manage these risks. Our hedging activities are conducted on a centralized basis through standard operating procedures and delegated authorities, which provide guidelines for control, counterparty risk, and ongoing reporting. These derivative instruments are designed to reduce the economic risk associated with movements in foreign exchange rates, raw material prices, and to fixed and variable interest rates, but may not have been designated or qualify for hedge accounting under U.S. GAAP and hence may increase income statement volatility. However, we do not trade in derivative financial instruments for speculative purposes. In addition, we may enter into loan agreements in currencies other than the respective legal entity's functional currency to economically hedge foreign exchange risk in net investments in our non U.S.non-U.S. subsidiaries, which do not qualify for hedge accounting under U.S. GAAP and hence may increase income statement volatility.

    There have been no material changes in the risks described below, other than increased volatility in connection with the Russia-Ukraine conflict and the COVID-19 pandemic, for the fiscal years 20202022 and 20192021, related to interest rate risk, foreign exchange risk, raw material and commodity price risk, and credit risk.

Interest Rate Risk

    Our policy is to manage exposure to interest rate risk by maintaining a mixture of fixed-rate and variable-rate debt, monitoring global interest rates and, where appropriate, hedging floating interest rate exposure or debt at fixed interest rates through the use of various interest rate swaps.derivative instruments including, but not limited to, interest rate swaps, cross-currency interest rate swaps, and interest rate locks.

        A hypothetical but reasonably possible    An increase of 1% in the floating rate on the relevant interest rate yield curve applicable to both derivative and non-derivative instruments denominated in U.S. dollars and Euros, the currencycurrencies with the largest interest rate sensitivity, outstanding as of June 30, 2020,2022, would have resulted in an adverse impact on income from continuing operations before income taxes and equity in income income/(loss) of affiliated companies of $17.1$29 million forexpense for the fiscal year ended June 30, 2020.2022.

Foreign Exchange Risk

    We operate in over 40 countries across the world.world and, as a result, we are exposed to movements in foreign currency exchange rates.

    For the year ended June 30, 2020,2022, a hypothetical but reasonably possible adverse change of 1% in the underlying average foreign currency exchange rate for the Euro would have resulted in an adverse impact on our net sales of $22.3$25 million.

    During fiscal years 20202022 and 2019,2021, 49% and 36%48% of our net sales, respectively, were effectively generated in U.S. dollar functional currency entities. During fiscal years 20202022 and 2019,2021, 17% and 18% and 24% of net sales, respectively, were generated in Euro functional currency entities with the remaining 33%34% and 40%34% of net sales, respectively, being generated in entities with functional currencies other than U.S. dollars and Euros. The impact of translating Euro and other non-U.S. dollar net sales and operating expenses into U.S. dollar for reporting purposes will vary depending on the movement of those currencies from period to period.

Raw Material and Commodity Price Risk

    The primary raw materials for our products are resins, film, aluminum, and liquids.chemicals. We have market risk primarily in connection with the pricing of our products and are exposed to commodity price risk from a number of commodities and certain other raw materials and energy price risk.

    Changes in prices of our key raw materials and commodities, including resins, film, aluminum, inks, solvents, adhesives and liquids, and other raw materials, may result in a temporary or permanent reduction in income before income taxes and equity in income income/(loss) of affiliated companies depending on the level of recovery by material type. The level of recovery depends both on the type of material and the market in which we operate. Across our business, we have a number of contractual provisions that allow for passing on of raw material price fluctuations to customers within predefined periods.
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    A hypothetical but reasonably possible 1% increase on average prices for resins, film, aluminum, and liquids, not passed on to the customer by way of a price adjustment, would have resulted in an increase in cost of sales and hence an
42


adverse impact on income from continuing operations before income taxes and equity in income (loss) of affiliated companies for fiscal years 20202022 and 20192021 of $56.9$74 million and $41.4$58 million, respectively.

Credit Risk

    Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss. We are exposed to credit risk arising from financing activities including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments, as well as from over-the-counter raw material and commodity related derivative instruments.

    We manage our credit risk from balances with financial institutions through our counterparty risk policy, which provide guidelines on setting limits to minimize the concentration of risks and therefore mitigating financial loss through potential counterparty failure and on dealing and settlement procedures. The investment of surplus funds is made only with approved counterparties and within credit limits assigned to each specific counterparty. Financial derivative instruments can only be entered into with high credit quality approved financial institutions. As of June 30, 20202022 and 2019,2021, we did not have a significant concentration of credit risk in relation to derivatives entered into in accordance with our hedging and risk management activities.

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Item 8. - Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Amcor plc

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheetsheets of Amcor plc and its subsidiaries (the “Company”) as of June 30, 20202022 and 2019,2021 and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the twothree years in the period ended June 30, 2020,2022, including the related notes and financial statement schedule of valuation and qualifying accounts and reserves for the years ended June 30, 2020 and June 30, 2019 listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of June 30, 2020,2022 based on criteria established in Internal Control - Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 20202022 and 2019, 2021and the results of itsoperations and itscash flows for each of the twothree years in the period ended June 30, 202030,2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain,maintained, in all material respects, effective internal control over financial reporting as of June 30, 2020,2022, based on criteria established in Internal Control - Integrated Framework (2013)issued by the COSO because a material weakness in internal control over financial reporting existed as of that date related to the design and operating effectiveness of internal controls over the period end reporting process. Specifically, management did not design and maintain effective controls to verify that conflicting duties were appropriately segregated within key IT systems used in the preparation and reporting of financial information.COSO.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness referred to above is described in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the June 30, 2020 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Change in Accounting Principle

As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2020.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management's report referred to above. Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A.Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
44


control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
47



Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment - Flexibles North AmericaValuation of assets and Flexibles Latin America Reporting Units within the Flexibles Segmentliabilities held for sale

As described in Notes 2, 4, and 96 to the consolidated financial statements, the Company’s consolidated goodwill balance was $5,339.3 million at June 30, 2020, and the goodwill associated with the Flexibles Segment was $4,369.1 million, which includes goodwill associated with the Flexibles North America and Flexibles Latin America reporting units. Management conducts an impairment analysis induring the fourth quarter of eachfiscal year or whenever events2022, the Company classified the assets and circumstances indicateliabilities of its three manufacturing facilities in Russia (“Russian business”) as held for sale, as a result of the Company's decision to sell its Russian operations. The Company has recorded an impairment may have occurred duringcharge of $90 million as of June 30, 2022, within the year. Management performed a quantitative assessmentline item “Restructuring, impairment, and related expenses, net” on the consolidated statements of income. Assets and liabilities held for goodwill impairment, utilizing presentsale are reported at the lower of their carrying value (discounted cash flow) methods to determine theor fair value less cost to sell. Fair value is determined based on management’s assessment of the reporting units. If the carrying value ofindicative bids, a reporting unit exceeds its fair value, management would recognize an impairment loss equalmarket multiples model in which a market multiple is applied to the difference between the carrying valueforecasted earnings before interest, taxes, depreciation, and estimated fair value of the reporting unit, adjusted for any tax benefits, limited to the amount of the carrying value of goodwill. Management’s projected futureamortization (“EBITDA”), discounted cash flows, forappraised values or management's estimates, depending on the Flexibles North America and Flexibles Latin America reporting units included significant judgments and assumptions relating to revenue growth, projected operating income growth, terminal values, and discount rates.specific situation.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessmentvaluation of the Flexibles North Americaassets and Flexibles Latin America reporting units within the Flexibles Segmentliabilities held for sale is a critical audit matter are that there wasthe significant judgment by management when developing the fair value measurement of the reporting units. This in turn led toRussian business and a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluateand evaluating management’s projected future cash flows and significant assumptions including revenue growth, projected operating income growth, terminal values,related to market multiples and discount rates. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.forecasted EBITDA.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment analysis, including controls over the valuation of the Flexibles North Americaassets and Flexibles Latin America reporting units.liabilities held for sale. These procedures also included, among others, (i) testing management’s process for developing the fair value estimate; (ii) evaluating the appropriateness of the discounted cash flow models;market multiples model; (iii) testing the completeness accuracy, and relevanceaccuracy of underlying data used in the models;model and (iv) evaluating the reasonableness of the significant assumptions used by management including
45


revenue growth, projected operating income growth, terminal values,related to market multiples and discount rates.forecasted EBITDA. Evaluating management’s assumptions related to revenue growth, projected operating income growth,market multiples and terminal valuesforecasted EBITDA involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting units,Russian business; (ii) the consistency with external market and industry data,data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow models and certain significant assumptions, including the terminal values and discount rates.


/s/ PricewaterhouseCoopers AG
Zürich,Zurich, Switzerland
August 27, 202018, 2022

We have served as the Company's auditor since 2019.

46


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Amcor plc

Opinion on the Financial Statements

We have audited the consolidated statement of income, consolidated statement of comprehensive income, consolidated statement of equity and consolidated statement of cash flows of Amcor Plc (formerly known as Amcor Limited) and its subsidiaries (the “Company”) for the year ended June 30, 2018, including the related notes and schedule of valuation and qualifying accounts and reserves for the year ended June 30, 2018 listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended June 30, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers
Melbourne, Australia
December 14, 2018

We served as the Company's auditor from 2008 to 2018.

47


Amcor plc and Subsidiaries
Consolidated Statement of Income
(in millions, except per share data)
For the years ended June 30,202020192018
Net sales$12,467.5 $9,458.2 $9,319.1 
Cost of sales(9,932.0)(7,659.1)(7,462.3)
Gross profit2,535.5 1,799.1 1,856.8 
Operating expenses:
Selling, general, and administrative expenses(1,384.8)(999.0)(793.2)
Research and development expenses(97.3)(64.0)(72.7)
Restructuring and related expenses(115.1)(130.8)(40.2)
Other income, net55.7 186.4 43.2 
Operating income994.0 791.7 993.9 
Interest income22.2 16.8 13.1 
Interest expense(206.9)(207.9)(210.0)
Other non-operating income (loss), net15.9 3.5 (74.1)
Income from continuing operations before income taxes and equity in income (loss) of affiliated companies825.2 604.1 722.9 
Income tax expense(186.9)(171.5)(118.8)
Equity in income (loss) of affiliated companies, net of tax(14.0)4.1 (17.5)
Income from continuing operations624.3 436.7 586.6 
Income (loss) from discontinued operations, net of tax(7.7)0.7  
Net income$616.6 $437.4 $586.6 
Net (income) loss attributable to non-controlling interests(4.4)(7.2)(11.4)
Net income attributable to Amcor plc$612.2 $430.2 $575.2 
Basic earnings per share:
Income from continuing operations$0.387 $0.363 $0.497 
Income (loss) from discontinued operations$(0.005)$0.001 $ 
Net income$0.382 $0.364 $0.497 
Diluted earnings per share:
Income from continuing operations$0.387 $0.362 $0.494 
Income (loss) from discontinued operations$(0.005)$0.001 $ 
Net income$0.382 $0.363 $0.494 
See accompanying notes to consolidated financial statements.

48


Amcor plc and Subsidiaries
Consolidated StatementStatements of Comprehensive Income
($ in millions)millions, except per share data)
For the years ended June 30,202020192018
Net income$616.6 $437.4 $586.6 
Other comprehensive income (loss):
Net gains (losses) on cash flow hedges, net of tax (a)(21.7)(3.6)(2.0)
Foreign currency translation adjustments, net of tax (b)(286.5)60.5 43.2 
Net investment hedge of foreign operations, net of tax (c)(2.3)(11.2) 
Pension, net of tax (d)(16.4)(59.0)27.6 
Other comprehensive income (loss)(326.9)(13.3)68.8 
Total comprehensive income289.7 424.1 655.4 
Comprehensive (income) loss attributable to non-controlling interest(4.4)(7.8)(10.6)
Comprehensive income attributable to Amcor plc$285.3 $416.3 $644.8 
(a) Tax (expense) benefit related to cash flow hedges$0.2 $1.8 $0.6 
(b) Tax (expense) benefit related to foreign currency translation adjustments$(1.7)$(2.8)$(15.3)
(c) Tax (expense) benefit related to net investment hedge of foreign operations$0.8 $5.4 $ 
(d) Tax (expense) benefit related to pension adjustments$11.8 $13.3 $(6.9)
For the years ended June 30,202220212020
Net sales$14,544 $12,861 $12,468 
Cost of sales(11,724)(10,129)(9,932)
Gross profit2,820 2,732 2,536 
Operating expenses:
Selling, general, and administrative expenses(1,284)(1,292)(1,385)
Research and development expenses(96)(100)(97)
Restructuring, impairment, and related expenses, net(234)(94)(115)
Other income, net33 75 55 
Operating income1,239 1,321 994 
Interest income24 14 22 
Interest expense(159)(153)(207)
Other non-operating income, net11 11 16 
Income from continuing operations before income taxes and equity in income/(loss) of affiliated companies1,115 1,193 825 
Income tax expense(300)(261)(187)
Equity in income/(loss) of affiliated companies, net of tax— 19 (14)
Income from continuing operations815 951 624 
Loss from discontinued operations, net of tax— — (8)
Net income$815 $951 $616 
Net income attributable to non-controlling interests(10)(12)(4)
Net income attributable to Amcor plc$805 $939 $612 
Basic earnings per share:
Income from continuing operations$0.532 $0.604 $0.387 
Loss from discontinued operations— — (0.005)
Net income$0.532 $0.604 $0.382 
Diluted earnings per share:
Income from continuing operations$0.529 $0.602 $0.387 
Loss from discontinued operations— — (0.005)
Net income$0.529 $0.602 $0.382 
See accompanying notes to consolidated financial statements.

49


Amcor plc and Subsidiaries
Consolidated Balance SheetStatements of Comprehensive Income
($ in millions)
As of June 30,20202019
Assets
Current assets:
Cash and cash equivalents$742.6 $601.6 
Trade receivables, net1,615.9 1,864.3 
Inventories, net1,831.9 1,953.8 
Prepaid expenses and other current assets344.3 374.3 
Assets held for sale 416.1 
Total current assets4,534.7 5,210.1 
Non-current assets:
Investments in affiliated companies77.7 98.9 
Property, plant and equipment, net3,614.8 3,975.0 
Operating lease assets525.3  
Deferred tax assets135.4 190.9 
Other intangible assets, net1,994.3 2,306.8 
Goodwill5,339.3 5,156.0 
Employee benefit assets43.4 40.2 
Other non-current assets177.2 187.1 
Total non-current assets11,907.4 11,954.9 
Total assets$16,442.1 $17,165.0 
Liabilities
Current liabilities:
Current portion of long-term debt$11.1 $5.4 
Short-term debt195.2 788.8 
Trade payables2,170.8 2,303.4 
Accrued employee costs476.5 378.4 
Other current liabilities1,120.0 1,044.9 
Liabilities held for sale 20.9 
Total current liabilities3,973.6 4,541.8 
Non-current liabilities:
Long-term debt, less current portion6,028.4 5,309.0 
Operating lease liabilities465.7  
Deferred tax liabilities672.4 1,011.7 
Employee benefit obligations391.7 386.8 
Other non-current liabilities223.2 241.0 
Total non-current liabilities7,781.4 6,948.5 
Total liabilities11,755.0 11,490.3 
Commitments and contingencies (See Note 19)
Shareholders' Equity
Amcor plc shareholders’ equity:
Ordinary shares ($0.01 par value):
Authorized (9,000.0 shares)
Issued (1,568.5 and 1,625.9 shares, respectively)15.7 16.3 
Additional paid-in capital5,480.0 6,007.5 
Retained earnings246.5 323.7 
Accumulated other comprehensive income (loss)(1,049.3)(722.4)
Treasury shares (6.7 and 1.4 shares, respectively)(67.0)(16.1)
Total Amcor plc shareholders' equity4,625.9 5,609.0 
Non-controlling interest61.2 65.7 
Total shareholders' equity4,687.1 5,674.7 
Total liabilities and shareholders' equity$16,442.1 $17,165.0 
For the years ended June 30,202220212020
Net income$815 $951 $616 
Other comprehensive income/(loss):
Net gains/(losses) on cash flow hedges, net of tax (a)(7)26 (22)
Foreign currency translation adjustments, net of tax (b)(201)205 (287)
Net investment hedge of foreign operations, net of tax (c)— — (2)
Pension, net of tax (d)94 52 (16)
Other comprehensive income/(loss)(114)283 (327)
Total comprehensive income701 1,234 289 
Comprehensive income attributable to non-controlling interests(10)(12)(4)
Comprehensive income attributable to Amcor plc$691 $1,222 $285 
(a) Tax benefit related to cash flow hedges$$— $— 
(b) Tax benefit/(expense) related to foreign currency translation adjustments$(5)$$(2)
(c) Tax benefit related to net investment hedge of foreign operations$— $— $
(d) Tax benefit/(expense) related to pension adjustments$(21)$(14)$12 
See accompanying notes to consolidated financial statements.

50


Amcor plc and Subsidiaries
Consolidated Statement of Cash FlowsBalance Sheets
($ in millions)millions, except share and per share data)
For the years ended June 30,202020192018
Cash flows from operating activities:   
Net income$616.6 $437.4 $586.6 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and impairment651.6 453.0 357.1 
Net periodic benefit cost9.1 12.5 7.7 
Amortization of debt discount and deferred financing costs8.1 5.8 5.1 
Amortization of deferred gain on sale and leasebacks (7.0)(4.4)
Net gain on disposal of property, plant and equipment(3.6)(16.0)(18.2)
Gain on disposal of U.S. plants (159.1) 
Equity in (income) loss of affiliated companies14.0 (4.1)17.5 
Net foreign exchange (gain) loss(16.2)(5.1)85.9 
Share-based compensation34.0 18.6 21.0 
Other, net(0.2)(77.9)0.4 
Loss from hyperinflationary accounting for Argentine subsidiaries37.9 30.2  
Deferred income taxes, net(113.7)72.8 (73.5)
Dividends received from affiliated companies7.0 8.3 8.7 
Changes in operating assets and liabilities, excluding effect of acquisitions, divestitures, and currency:
Trade receivables133.3 (83.7)0.7 
Inventories25.6 3.2 (95.0)
Prepaid expenses and other current assets(23.2)(52.0)(10.0)
Trade payables(48.1)120.5 137.0 
Other current liabilities8.4 97.6 (68.2)
Accrued employee costs81.3 (32.4)(53.9)
Employee benefit obligations(32.5)(25.1)(36.4)
Other, net(5.2)(21.4)3.3 
Net cash provided by operating activities1,384.2 776.1 871.4 
Cash flows from investing activities:
(Issuance)/repayment of loans to/from affiliated companies(0.2)(0.5)(0.7)
Investments in affiliated companies  (13.2)
Business acquisitions, net of cash acquired 41.9  
Purchase of property, plant and equipment and other intangible assets(399.5)(332.2)(365.0)
Proceeds from divesture424.9 216.3  
Proceeds from sales of property, plant and equipment and other intangible assets12.7 84.7 137.0 
Net cash (used in) provided by investing activities37.9 10.2 (241.9)
Cash flows from financing activities:
Proceeds from issuance of shares1.0 19.3 28.1 
Settlement of forward contracts (28.2)(39.0)
Purchase of treasury shares(67.0)(20.2)(35.7)
Proceeds from (purchase of) non-controlling interest4.3 3.6 (0.1)
Proceeds from issuance of long-term debt3,193.4 3,228.7 607.1 
Repayment of long-term debt(4,225.1)(3,108.1)(744.5)
Net borrowing/(repayment) of commercial paper1,742.2 (557.6)16.3 
Net borrowing/(repayment) of short-term debt(585.9)379.2 155.4 
Repayment of lease liabilities(1.6)(1.9)(3.5)
Share buyback/cancellations(536.6)  
Dividends paid(761.1)(679.7)(526.8)
Net cash used in financing activities(1,236.4)(764.9)(542.7)
Effect of exchange rates on cash and cash equivalents(44.7)1.0 (27.5)
Cash and cash equivalents classified as held for sale assets (41.6) 
Net increase (decrease) in cash and cash equivalents141.0 (19.2)59.3 
Cash and cash equivalents balance at beginning of year601.6 620.8 561.5 
Cash and cash equivalents balance at end of year$742.6 $601.6 $620.8 
As of June 30,20222021
Assets
Current assets:
Cash and cash equivalents$775 $850 
Trade receivables, net of allowance for doubtful accounts of $25 and $28, respectively1,935 1,864 
Inventories, net2,439 1,991 
Prepaid expenses and other current assets512 561 
Assets held for sale, net192 — 
Total current assets5,853 5,266 
Non-current assets:
Property, plant, and equipment, net3,646 3,761 
Operating lease assets560 532 
Deferred tax assets130 139 
Other intangible assets, net1,657 1,835 
Goodwill5,285 5,419 
Employee benefit assets89 52 
Other non-current assets206 184 
Total non-current assets11,573 11,922 
Total assets$17,426 $17,188 
Liabilities
Current liabilities:
Current portion of long-term debt$14 $
Short-term debt136 98 
Trade payables3,073 2,574 
Accrued employee costs471 523 
Other current liabilities1,344 1,145 
Liabilities held for sale65 — 
Total current liabilities5,103 4,345 
Non-current liabilities:
Long-term debt, less current portion6,340 6,186 
Operating lease liabilities493 462 
Deferred tax liabilities677 696 
Employee benefit obligations201 307 
Other non-current liabilities471 371 
Total non-current liabilities8,182 8,022 
Total liabilities$13,285 $12,367 
Commitments and contingencies (See Note 20)00
Shareholders' Equity
Amcor plc shareholders’ equity:
Ordinary shares ($0.01 par value):
Authorized (9,000 million shares)
Issued (1,489 and 1,538 million shares, respectively)$15 $15 
Additional paid-in capital4,431 5,092 
Retained earnings534 452 
Accumulated other comprehensive loss(880)(766)
Treasury shares (2 and 3 million shares, respectively)(18)(29)
Total Amcor plc shareholders' equity4,082 4,764 
Non-controlling interests59 57 
Total shareholders' equity4,141 4,821 
Total liabilities and shareholders' equity$17,426 $17,188 
See accompanying notes to consolidated financial statements, including Note 22, "Supplemental Cash Flow Information."statements.

51


Amcor plc and Subsidiaries
Consolidated StatementStatements of Cash Flows
($ in millions)
For the years ended June 30,202220212020
Cash flows from operating activities:   
Net income$815 $951 $616 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and impairment625 574 652 
Russia and Ukraine impairment138 — — 
Net periodic benefit cost12 15 10 
Amortization of debt discount and deferred financing costs10 
Net gain on disposal of property, plant, and equipment(3)(10)(4)
Net gain on disposal of businesses— (44)— 
Equity in (income)/loss of affiliated companies— (19)14 
Net foreign exchange (gain)/loss(14)21 (16)
Share-based compensation63 58 34 
Other, net106 (83)— 
Loss from highly inflationary accounting for Argentine subsidiaries22 27 38 
Deferred income taxes, net(33)(114)
Dividends received from affiliated companies— 
Changes in operating assets and liabilities, excluding effect of acquisitions, divestitures, and currency:
Trade receivables(272)(189)133 
Inventories(626)(112)26 
Prepaid expenses and other current assets(67)(90)(23)
Trade payables711 342 (48)
Other current liabilities123 11 
Accrued employee costs(20)29 81 
Employee benefit obligations(35)(40)(33)
Other, net(21)(5)
Net cash provided by operating activities1,526 1,461 1,384 
Cash flows from investing activities:
Issuance of loans to affiliated companies(5)— — 
Investments in affiliated companies and other(12)(5)— 
Purchase of property, plant, and equipment, and other intangible assets(527)(468)(400)
(Payments)/proceeds from divestitures(1)214 425 
Proceeds from sales of property, plant, and equipment, and other intangible assets18 26 13 
Net cash (used in)/provided by investing activities(527)(233)38 
Cash flows from financing activities:
Proceeds from issuance of shares114 30 
Purchase of treasury shares(143)(8)(67)
Proceeds from/(purchase of) non-controlling interest— (8)
Proceeds from issuance of long-term debt1,066 790 3,194 
Repayment of long-term debt(1,243)(530)(4,225)
Net borrowing/(repayment) of commercial paper638 (235)1,742 
Net borrowing/(repayment) of short-term debt15 (123)(585)
Repayment of lease liabilities(5)(2)(2)
Share buyback/cancellations(601)(351)(537)
Dividends paid(732)(742)(761)
Net cash used in financing activities(891)(1,179)(1,236)
Effect of exchange rates on cash and cash equivalents(108)58 (45)
Cash and cash equivalents classified as held for sale(75)— — 
Net increase/(decrease) in cash and cash equivalents(75)107 141 
Cash and cash equivalents balance at beginning of the fiscal year850 743 602 
Cash and cash equivalents balance at end of the fiscal year$775 $850 $743 
See accompanying notes to consolidated financial statements, including Note 23, "Supplemental Cash Flow Information."
52


Amcor plc and Subsidiaries
Consolidated Statements of Equity
($ in millions)millions, except per share data)
Ordinary SharesAdditional Paid-In CapitalRetained
Earnings
Accumulated Other Comprehensive Income (Loss)Treasury SharesNon-controlling InterestTotal
Balance as of June 30, 2017$ $802.4 $501.8 $(778.1)$(8.1)$69.6 $587.6 
Net income (loss)575.2 11.4 586.6 
Other comprehensive income (loss)69.6 (0.8)68.8 
Dividends declared ($0.445 per share)(515.6)(11.3)(526.9)
Options exercised and shares vested(48.9)75.5 26.6 
Forward contracts entered to purchase own equity to meet share base incentive plans, net of tax(26.5)(26.5)
Settlement of forward contracts to purchase own equity to meet share-based incentive plans, net of tax39.0 (39.0) 
Purchase of treasury shares(39.1)(39.1)
Share-based compensation expense18.4 18.4 
Change in non-controlling interest(0.1)(0.1)
Balance as of June 30, 2018 784.4 561.4 (708.5)(10.7)68.8 695.4 
Net income (loss)430.2 7.2 437.4 
Other comprehensive income (loss)(13.9)0.6 (13.3)
Dividends declared ($0.575 per share)(666.1)(13.6)(679.7)
Options exercised and shares vested(19.7)41.5 21.8 
Net shares issued11.6 (11.6) 
Forward contracts entered to purchase own equity to meet share base incentive plans, net of tax(11.0)(11.0)
Settlement of forward contracts to purchase own equity to meet share-based incentive plans, net of tax25.1 (25.1) 
Purchase of treasury shares(21.8)(21.8)
Acquisition of Bemis Company, Inc.4.7 5,224.9 5,229.6 
Share-based compensation expense15.4 15.4 
Change in non-controlling interest(1.8)2.7 0.9 
Balance as of June 30, 201916.3 6,007.5 323.7 (722.4)(16.1)65.7 5,674.7 
Net income (loss)612.2 4.4 616.6 
Other comprehensive income (loss)(326.9)(326.9)
Share buyback/cancellations(0.6)(536.0)(536.6)
Dividends declared ($0.465 per share)(747.6)(13.5)(761.1)
Options exercised and shares vested(15.0)16.1 1.1 
Forward contracts entered to purchase own equity to meet share base incentive plans, net of tax(10.5)(10.5)
Purchase of treasury shares(67.0)(67.0)
Share-based compensation expense34.0 34.0 
Change in non-controlling interest4.6 4.6 
Cumulative adjustment related to the adoption of ASC 842 (1)
58.2 58.2 
Balance as of June 30, 2020$15.7 $5,480.0 $246.5 $(1,049.3)$(67.0)$61.2 $4,687.1 
(1)Refer to Note 3, "New Accounting Guidance" for more information.
Ordinary SharesAdditional Paid-In CapitalRetained
Earnings
Accumulated Other Comprehensive LossTreasury SharesNon-controlling InterestTotal
Balance as of June 30, 2019$16 $6,008 $324 $(722)$(16)$65 $5,675 
Net income612 616 
Other comprehensive loss(327)— (327)
Share buyback/cancellations— (537)(537)
Dividends declared ($0.465 per share)(748)(13)(761)
Options exercised and shares vested(15)16 
Forward contracts entered to purchase own equity to meet share-based incentive plans, net of tax(10)(10)
Purchase of treasury shares(67)(67)
Share-based compensation expense34 34 
Change in non-controlling interest— 
Cumulative adjustment related to the adoption of ASC 842
58 58 
Balance as of June 30, 202016 5,480 246 (1,049)(67)61 4,687 
Net income939 12 951 
Other comprehensive income283 — 283 
Share buyback/cancellations(1)(350)(351)
Dividends declared ($0.4675 per share)(728)(14)(742)
Options exercised and shares vested(16)46 30 
Forward contracts entered to purchase own equity to meet share-based incentive plans, net of tax(72)(72)
Purchase of treasury shares(8)(8)
Share-based compensation expense58 58 
Change in non-controlling interest(8)— (2)(10)
Cumulative adjustment related to the adoption of ASC 326
(5)(5)
Balance as of June 30, 202115 5,092 452 (766)(29)57 4,821 
Net income805 10 815 
Other comprehensive loss(114)— (114)
Share buyback/cancellations— (601)(601)
Dividends declared ($0.4775 per share)(723)(9)(732)
Options exercised and shares vested(40)154 114 
Forward contracts entered to purchase own equity to meet share-based incentive plans, net of tax(83)(83)
Purchase of treasury shares(143)(143)
Share-based compensation expense63 63 
Change in non-controlling interest— 
Balance as of June 30, 2022$15 $4,431 $534 $(880)$(18)$59 $4,141 
See accompanying notes to consolidated financial statements.

5253


Amcor plc and Subsidiaries
Notes to Consolidated Financial Statements

Note 1 - Business Description

    Amcor plc ("Amcor" or the "Company") is a holding company originally incorporated under the name Arctic Jersey Limited as a limited company incorporated under the Laws of the Bailiwick of Jersey in July 2018, in order to effect the Company's combination with Bemis Company, Inc. On October 10, 2018, Arctic Jersey Limited was renamed "Amcor plc" and became a public limited company incorporated under the Laws of the Bailiwick of Jersey. On June 11, 2019,The Company's history dates back more than 150 years, with origins in both Australia and the United States of America. Today, Amcor is a global leader in developing and producing responsible packaging for food, beverage, pharmaceutical, medical, home and personal-care, and other consumer goods end markets. The Company's innovation excellence and global packaging expertise enables the Company completedto solve packaging challenges around the world every day, producing packaging that is more functional, appealing, and cost effective for its acquisition of Bemis Company, Inc ("Bemis"). The combination of Amcorcustomers and Bemis has created a global packaging leader. See Note 4, "Acquisitionstheir consumers and Divestitures,"importantly, more sustainable for more information on the Bemis acquisition.environment.

    The Company's business activities are organized around 2 reportable segments, Flexibles and Rigid Packaging. The Company has a globally diverse operating footprint, selling to customers in Europe, North America, Latin America, and the Asia Pacific regions. The Company develops and produces a broad range of packaging products including flexible packaging, rigid packaging containers, specialty cartons, and closures. The Company employs approximately 47,000 individuals and has 231 principal manufacturing facilities in more than 40 countries.

        The Company's business activities are organized around 2 reporting segments, Flexibles and Rigid Packaging. The Company has a globally diverse operating footprint, selling to customers in Europe, North America, Latin America, Africa and the Asia Pacific regions. The Company's sales are widely diversified, with the majority of sales made to the defensive food, beverage, pharmaceutical, medical device, home and personal care, and other consumer goods end markets. All markets are considered to be highly competitive as to price, innovation, quality, and service.


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Note 2 - Significant Accounting Policies

Basis of Presentation and Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries.subsidiaries for which the Company has a controlling financial interest. All significant intercompany transactions and balances have been eliminated. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

    Certain amounts in the Company's notes to consolidated financial statements may not add or recalculate due to rounding.

Business Combinations: The Company uses the acquisition method of accounting, which requires separate recognition of assets acquired and liabilities assumed from goodwill, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the fair value of any non-controlling interests in the acquiree over the net of the acquisition date fair values of the assets acquired and liabilities assumed. During the measurement period, which may be up to one year from the acquisition date, the Company has the ability to record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statementstatements of income.

Held for Sale and Discontinued Operations Presentation:Operations: The Company classifies assets and liabilities (the "disposal group") as held for sale in the period when all of the relevant criteria to be classified as held for sale are met. Criteria include management commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within one year. Assets held for sale are reported at the lower of their carrying value or fair value less cost to sell. Fair value is determined based on management’s assessment of indicative bids, a market multiples model in which a market multiple is applied to forecasted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), discounted cash flows, appraised values or management's estimates, depending on the specific situation. Any loss resulting from the measurement is recognized in the period the held for sale criteria are met. If the disposal group meets the definition of a business, the goodwill within the reporting unit is allocated to the disposal group based on its relative fair value. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying value of the disposal group. Assets held for sale are not amortized or depreciated. The Company recorded an impairment charge on assets held for sale of $90 million for the fiscal year ended June 30, 2022.

    A disposal group that represents a strategic shift to the Company or is acquired with the intention to sell is reflected as a discontinued operation on the consolidated statements of income and prior periods are recast to reflect the earnings or losses as income from discontinued operations. The consolidated financial statements and related notes reflect the 3 plants in Europe acquired as part of the Bemis acquisition as a discontinued operation in fiscal year 2019 as the Company agreed to divest of these plants as a condition of approval from the European Commission. See Note 5, "Discontinued Operations," for more information on discontinued operations. The plants were divested in the first quarter of fiscal year 2020.

    See Note 6, "Held for Sale and Discontinued Operations," for more information on assets held for sale and discontinued operations.

Estimates and Assumptions Required: The preparation of financial statements in conformity with U.S. GAAP requires management to make 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 periods.

    These estimates are based on historical experience and various assumptions believed to be reasonable under the circumstances. Management evaluates these estimates on an ongoing basis and adjusts or revises the estimates as circumstances change. As future events and their impacts cannot be determined with precision, actual results may differ from these estimates. In the opinion of management, the consolidated financial statements reflect all adjustments necessary to fairly present the results of the periods presented.

        The impact that the 2019 Novel Coronavirus ("COVID-19") pandemic will have on the Company's consolidated operations is uncertain. The Company has considered the potential impacts of the COVID-19 pandemic when developing the Company's estimates and judgements as of June 30, 2020, and will continue to evaluate the extent of the impact on the Company's business and consolidated financial statements. The Company's accounting estimates and assumptions may change over time in response to COVID-19 and the change could be material in future periods.

Translation of Foreign Currencies: The reporting currency of the Company is the U.S. dollar. The functional currency of the Company’s subsidiaries is generally the local currency of sucheach entity. Transactions in currencies other than the functional currency of the entity are recorded at the rates of exchange prevailing at the date of the transaction. Monetary assets and liabilities in currencies other than the entity’s functional currency are remeasured at the exchange rate as of the balance sheet date to the entity’s functional currency. Foreign currency transaction gains and losses related to short-term and long-term debt are recorded in other non-operating income, (loss), net, in the consolidated statementstatements of income. The Company recorded such foreign currency transactionincome and the net lossgains or net losses are not
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material in any of $0.4 million, net gain of $1.1 million and net loss of $82.7 million during the fiscal years ended June 30, 2020, 2019 and 2018, respectively.periods presented. All other foreign currency transaction gains and losses are recorded in other income, net in the consolidated statementstatements of income. These foreign currency transaction net gains or net losses amounted to $21.4a net gain of $19 million, $8.9a net loss of $4 million, and $1.0a net gain of $21 million during the fiscal years ended June 30, 2022, 2021, and 2020, 2019 and 2018, respectively.

    Upon consolidation, the results of operations of subsidiaries whose functional currency is other than the reporting currency of the Company are translated using average exchange rates in effect during each year. Assets and liabilities of operations with a functional currency other than the U.S. dollar are translated at the exchange rate as of the balance sheet date, while equity balances are translated at historical rates. Translation gains and losses are reported in accumulated other comprehensive income (loss)loss as a component of shareholders’ equity.

Highly Inflationary Accounting: A highly inflationary economy is defined as an economy with a cumulative inflation rate of approximately 100 percent or more over a three-year period. If a country's economy is classified as highly inflationary, the financial statements of the foreign entity operating in that country must be remeasured to the functional currency of the parent. As of July 1, 2018, the Argentine economy was designated as highly inflationary for accounting purposes. Accordingly, the U.S. dollar replaced the Argentine peso as the functional currency for the Company's subsidiaries in Argentina. The impact of
54


highly inflationary accounting on monetary balances was $27.7a loss of $16 million, $19 million, and $30.2$28 million for the fiscal years ended June 30, 20202022, 2021, and 2019,2020, respectively, in the consolidated statementstatements of income.

Revenue Recognition: The Company generates revenue by providing its customers with flexible and rigid packaging, serving a variety of markets including food, consumer products, and healthcare end markets. The Company enters into a variety of agreements with customers, including quality agreements, pricing agreements, and master supply agreements, which outline the terms under which the Company does business with a specific customer. The Company also sells to some customers solely based on purchase orders. The Company has concluded for the vast majority of its revenues, that its contracts with customers are either a purchase order or the combination of a purchase order with a master supply agreement. All revenue recognized in the consolidated statementstatements of income is considered to be revenue from contracts with customers.

    The Company typically satisfies the obligation to provide packaging to customers at a point in time upon shipment when control is transferred to customers. Revenue is recognized net of allowances for returns and customer claims and any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company does not have any material contract assets or contract liabilities. The Company disaggregates revenue based on geography. Disaggregation of revenue is presented in Note 20, "Segments".21, "Segments."

Significant Judgments

    Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company identified potential performance obligations in its customer master supply agreements and determined that none of them are capable of being distinct as the customer can only benefit from the supplied packaging. Therefore, the Company has concluded that it has one performance obligation to supply packaging to customers.

    The Company may provide variable consideration in several forms, which are determined through its agreements with customers. The Company can offer prompt payment discounts, sales rebates, or other incentive payments to customers. Sales rebates and other incentive payments are typically awarded upon achievement of certain performance metrics, including volume. The Company accounts for variable consideration using the most likely amount method. The Company utilizes forecasted sales data and rebate percentages specific to each customer agreement and updates its judgment of the amounts to which the customer is entitled each period.

    The Company enters into long termlong-term agreements with certain customers, under which it is obligated to make various up-front payments for which it expects to receive a benefit in excess of the cost over the term of the contract. These up-front payments are deferred and reflected in prepaid expenses and other current assets or other non-current assets on its consolidated balance sheet.sheets. Contract incentives are typically recognized as a reduction to revenue over the term of the customer agreement.

Practical Expedients

    The Company sells primarily through its direct sales force. Any external sales commissions are expensed when incurred because the amortization period would be one year or less. External sales commission expense is included in selling, general, and administrative expenseexpenses in the consolidated statementstatements of income.

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    The Company accounts for shipping and handling activities as fulfillment costs. Accordingly, shipping and handling costs are classified as a component of cost of products soldsales while amounts billed to customers are classified as a component of net sales.

    The Company excludedexcludes from the measurement of the transaction price all taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue producing transaction and collected from the customer, including sales taxes, value added taxes, excise taxes, and use taxes. Accordingly, the tax amounts are not included in net sales.

    The Company does not adjust the promised consideration for the time value of money for contracts where the difference between the time of payment and performance is one year or less.

Research and Development: Research and development expendituresexpenses are expensed as incurred.

Restructuring Costs: Restructuring costs are recognized when the liability is incurred. The Company calculates severance obligations based on its standard customary practices. Accordingly, the Company records provisions for severance when probable and estimable and the Company has committed to the restructuring plan. In the absence of a standard customary
55


practice or established local practice, liabilities for severance are recognized when incurred. If fixed assets are to be disposed ofbecome impaired as a result of the Company’s restructuring efforts, thethese assets are written off whendown to their fair value less costs to sell, as the Company commits to dispose of them and they are no longer in use. Depreciation is accelerated on fixed assets for the period of time the asset continues to be used until the asset ceases to be used. Other restructuring costs, including costs to relocate equipment, are generally recorded as the cost is incurred or the service is provided. See Note 6,7, "Restructuring, Plans," for more information on the Company’s restructuring plans.

Cash, Cash Equivalents, and Cash Equivalents:Restricted Cash: The Company considers all highly liquid temporary investments, with a maturity of three months or less when purchased, to be cash equivalents. Cash equivalents include certificates of depositdemand deposits that can be readily liquidated without penalty at the Company’s option. Cash equivalents are carried at cost which approximates fair market value. The Company had restricted cash of $8 million and $23 million at June 30, 2022 and 2021, respectively, which was held in a share trust associated with Company share-based payment obligations.

Trade Receivables, Net:net of allowance for doubtful accounts ("Trade accounts receivable, net"): Trade accounts receivable, net, are stated at the amount the Company expects to collect, which is net of an allowance for sales returns and the estimated losses resulting from the inability of its customers to make required payments. The allowance for doubtful accounts is estimated based on the current expected credit loss model ("CECL") and it incorporates information about past events, current conditions, and reasonable and supportable forecasts of future economic conditions. When determining the collectability of specific customer accounts, a number of factors are evaluated, including: customer creditworthiness, past transaction history with the customer, and changes in customer payment terms or practices. In addition, overall historical collection experience, current economic industry trends, and a review of the current status of trade accounts receivable are considered when determining the required allowance for doubtful accounts. The Company has anChanges in allowance for doubtful accounts of $35.3 million and $34.4 million recorded atwere not material for fiscal years ended June 30, 20202022, 2021, and 2019, respectively, in trade receivables, net, on the consolidated balance sheet. The current year expense to adjust the allowance for doubtful accounts is recorded within selling, general and administrative expenses in the consolidated statement of income.2020.

    The Company enters into factoring arrangements from time to time, including customer-based supply-chain financing programs, to sell trade receivables to third-party financial institutions. Sales of receivables are accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 860, Transfers and Servicing ("ASC 860"). Agreements which result in true sales of the transferred receivables, as defined in ASC 860, which occur when receivables are transferred without recourse to the Company, are reflected as a reduction of trade receivables, net on the consolidated balance sheets and the proceeds are included in the cash flows from operating activities in the consolidated statements of cash flows. Agreements that allow the Company to maintain effective control over the transferred receivables and which do not qualify as a true sale as defined in ASC 860, are accounted for as secured borrowings and recorded inon the consolidated balance sheets within trade receivables, net and short-term debt. The expenses associated with receivables factoring are recorded in the consolidated statementstatements of income primarily as a reduction of net sales. Factored receivablesThe Company did not qualifying as a true sale were accounted for as secured borrowings. As of June 30, 2020 and 2019, amounts factored recorded underfactor any trade receivables netin fiscal years 2022 and short-term debt, were 0 and $152.7 million, respectively.2021 which did not qualify as true sales of the receivables.

Inventories:Inventories, net: Inventories are valued primarilystated at the lower of cost as determined byand net realizable value. The cost of inventories is based upon the first-in, first-out ("FIFO") method or net realizable value. Inventory values using the FIFO method of accounting approximate replacement cost.average cost method. Costs related to inventories include raw materials, direct labor and manufacturing overhead.







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    Inventories, net are summarized at June 30, 2020 and 2019 as follows:
(in millions)20202019
($ in millions)($ in millions)June 30, 2022June 30, 2021
Raw materials and suppliesRaw materials and supplies$808.6 $864.6 Raw materials and supplies$1,161 $905 
Work in process and finished goodsWork in process and finished goods1,127.6 1,180.9 Work in process and finished goods1,389 1,193 
Less: inventory reservesLess: inventory reserves(104.3)(91.7)Less: inventory reserves(111)(107)
Inventory, net$1,831.9 $1,953.8 
Inventories, netInventories, net$2,439 $1,991 

Property, Plant, and Equipment, Net: Property, plant and equipmentNet ("PP&E"), net: PP&E is carried at cost less accumulated depreciation and impairment and includes expenditures for new facilities and equipment and those costs which substantially increase the useful lives or capacity of existing PP&E. Cost of constructed assets includes capitalized interest incurred during the construction period. Maintenance and repairs that do not improve efficiency or extend economic life are expensed as incurred.

    PP&E, including assets held under finance leases, is depreciated using the straight-line method over the estimated useful lives of assets or, in the case of leasehold improvements and leased assets,finance leases, over the period of the lease or useful life of the asset whichever is shorter, as described below. The Company periodically reviews these estimated useful lives and, when appropriate, changes are made prospectively.
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Leasehold landOver lease term
Land improvementsUp to 30 years
BuildingsUp to 45 years
PlantMachinery and equipmentUp to 25 years
Finance leasesShorter of leaseLease term or 5 - 25 years

        For tax purposes, the Company generally uses accelerated methods of depreciation. The tax effect of the difference between book and tax depreciation has been provided for as deferred income taxes.

Impairment of Long-lived Assets: The Company reviews long-lived assets, primarily PP&E and certain identifiable intangible assets with finite lives, for impairment when facts or circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows are less than the carrying value of the assets, the carrying values are reduced to the estimated fair value. Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable.

    Impairment lossesof long-lived assets recognized in the consolidated statementstatements of income, excluding assets held for sale, were as follows:
Years ended June 30,
(in millions)202020192018
Selling, general and administrative ("SG&A") expenses$0.7 $47.7 $0.4 
Restructuring and related expenses20.8 27.4 4.0 
Total impairment losses recognized in the consolidated statement of income$21.5 $75.1 $4.4 
Years ended June 30,
($ in millions)202220212020
Selling, general, and administrative expenses$$$
Restructuring, impairment, and related expenses, net42 21 
Total impairment losses recognized in the consolidated statements of income$43 $10 $22 

Leasing:Leases: The Company has operating leasesenters into leasing arrangements for certain manufacturing sites, office space,offices, warehouses, land, vehicles, and equipment. Right-of-useThe Company determines at the inception of the contract whether the contract is or contains a lease. A contract is a lease assetsif it conveys the right to control an identified asset for a period of time in exchange for consideration.

    For leases with an original term of more than twelve months, the Company recognizes a right-of-use (“ROU”) asset and a lease liability. Short-term leases with a term of twelve months or less are not recorded on the consolidated balance sheets and the related expense is recognized on a straight-line basis over the term of the lease.

    Lease liabilities are recognized at the commencement date based on the present value of the remaining lease payments over the lease term,terms, which includesinclude any noncancellable lease terms and any renewal periods that the Company is reasonably certain to exercise. A significant portion of the leases of the Company includes an option or options to extend the lease term. The Company reevaluatesre-evaluates its leases on a regular basis to consider the economic and strategic incentives of exercising lease renewal options. Short term leases with a term of twelve months or less, including reasonably certain holding periods, are not recorded onAs the consolidated balance sheet. As theimplicit rates in Company's leases generally do not provide an implicit rate,cannot be readily determined, the Company uses estimates of its incremental borrowing rate as of the commencement datediscount rates to determine the present value of lease payments. The Company recognizes expense for operatingliabilities.

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    Certain leases on a straight-line basis over the lease term in the consolidated statement of income. Certain leasing arrangements require variable payments that are dependent on usage, or output, or may vary for other reasons.factors. Variable lease payments that do not depend on an index or rate are excluded from lease payments in the measurement of the right-of-useROU lease asset and lease liability and recognized as an expense in the period in which the obligation for the payments occur.

Goodwill: Goodwill represents the excess of cost over the fair value of net assets acquired in a business combination. Goodwill is not amortized, but instead tested annually or whenever events and circumstances indicate an impairment may have occurred during the fiscal year. Among the factors that could trigger an impairment review are a reporting unit’s operating results significantly declining relative to its operating plan or historical performance, and competitive pressures and changes in the general markets in which it operates. In light of the COVID-19 pandemic and related global impacts, the Company considered the potential for goodwill impairment of its reporting units in the third fiscal quarter of 2020. The review did not indicate an impairment triggering event as of March 31, 2020.

    All goodwill is assigned to a reporting unit, which is defined as the operating segment.segment. In conjunction with the acquisition of Bemis, the Company reassessed its segment reporting structure in the first fiscal quarter of 2020 and elected to disaggregate the Flexibles Americas operating segment into Flexibles North America and Flexibles Latin America. With this change, the Company has 6 reporting units with goodwill that are assessed for potential impairment.

    In performing the required impairment tests, the Company has the option to first assess qualitative factors to determine if it is necessary to perform a quantitative assessment for goodwill impairment. If the qualitative assessment concludes that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, a quantitative assessment is performed. The Company's quantitative assessment utilizes present value (discounted cash flow) methods to determine the fair value of the reporting units with goodwill. Determining fair value using discounted cash flows requires considerable judgment and is sensitive to changes in underlying assumptions and market factors. Key assumptions relate to revenue growth, projected
57


operating income growth, terminal values, and discount rates. If current expectations of future growth rates and margins are not met, or if market factors outside of Amcor’s control, such as factors impacting the applicable discount rate, or economic or political conditions in key markets change significantly, then goodwill allocated to one or more reporting units may be impaired.

    The Company performs its annual impairment analysis in the fourth fiscal quarter of each fiscal year.

    A quantitativequalitative impairment analysis was performed in the fourth fiscal quarter for all5 of the Company's 6 reporting units for the fiscal years ended 2020 and 2018, while a qualitative analysis was performed for thein fiscal year ended 2019.2022 and 2021. The Company elected to perform a quantitative goodwill impairment test for 1 Flexibles reporting unit in fiscal year 2022 and 2021, and performed a quantitative impairment test for all of its reporting units in fiscal year 2020. The Company’s annual impairment analysisanalyses for all three fiscal years concluded that goodwill was not impaired. The Company’s quantitative goodwill analysis inQuantitative impairment analyses performed during the last three fiscal years 2020 and 2018 concluded that the fair values of the reporting units substantially exceeded thetheir carrying amounts for each reporting unit.

        Although novalues. No reporting units failed the assessments noted above in the annual impairment analysis for 2020, during2022.

    The Company's decision to sell its three manufacturing facilities in Russia (“Russian business”) in the timefourth quarter of fiscal year 2022 and subsequent classification as held for sale was considered a triggering event which required an additional quantitative impairment test for one Flexibles reporting unit to assess if goodwill is impaired. Based on the annual evaluation, and at June 30, 2020,quantitative impairment test performed for this Flexibles reporting unit, the Company concluded that goodwill was not impaired. Additionally, the Company considered whether any other events and/or changes in circumstances including the impact of the COVID-19 pandemic, had resulted in the likelihood that the goodwill of any of its other reporting units may have been impaired. It is management's opinionManagement has determined that no such events have occurred.occurred subsequent to the annual evaluation and as of June 30, 2022.

Other Intangible Assets, Net: Contractual or separable intangible assets that have finite useful lives are amortized against income using the straight-line method over their estimated useful lives, with original periods rangingwhich range from one1 to 20 years. The straight-line method of amortization reflects an appropriate allocation of the costs of the intangible assets to earnings in proportion to the amount of economic benefits obtained by the Company in each reporting period. The Company tests finite-lived intangible assets for impairment when facts and circumstances indicate carrying value may not be recoverable from their undiscounted cash flows. If impaired, the assets are written down to fair value based on either discounted cash flows or appraised values.

    Costs incurred to develop software programs to be used solely to meet the Company's internal needs have been capitalized as computer software within other intangible assets.

Fair Value Measurements: The fair values of the Company's financial assets and financial liabilities reflect the amounts that would be received to sell the assets or paid to transfer the liabilities in an orderly transaction between market participants at the measurement date (exit price). The Company determines fair value based on a three-tiered fair value hierarchy. The hierarchy consists of:

59


Level 1: fair value measurements represent exchange-traded securities which are valued at quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date;
Level 2: fair value measurements are determined using input prices that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data; and
Level 3: fair value measurements are determined using unobservable inputs, such as internally developed pricing models for the asset or liability due to little or no market activity for the asset or liability.

FinancialDerivative Instruments: The Company recognizes all derivative instruments on the consolidated balance sheetsheets at fair value. The impact on earnings from recognizing the fair values of these instruments depends on their intended use, their hedge designation and their effectiveness in offsetting changes in the fair values of the exposures they are hedging. Derivatives not designated as hedging instruments are adjusted to fair value through income. Depending on the nature of derivatives designated as hedging instruments, changes in the fair value are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in shareholders’ equity through other comprehensive incomeincome/(loss) until the hedged item is recognized. Gains or losses, if any, related to the ineffective portion of any hedge are recognized through earnings over the life of the hedging relationship.

    See Note 11,12, "Derivative Instruments," for more information regarding specific derivative instruments included on the Company’s consolidated balance sheet,sheets, such as forward foreign currency exchange contracts, currency swap contracts, and interest rate swap arrangements, among other derivative instruments.

Employee Benefit Plans: The Company sponsors various defined contribution plans to which it makes contributions on behalf of employees. The expense under such plans was $63.5$79 million, $39.9$68 million, and $39.8$64 million for the fiscal years ended June 30, 2020, 20192022, 2021, and 2018,2020, respectively.

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    The Company sponsors a number of defined benefit plans that provide benefits to current and former employees. For the company-sponsored plans, the relevant accounting guidance requires that management make certain assumptions relating to the long-term rate of return on plan assets, discount rates used to determine the present value of future obligations and expenses, salary inflation rates, mortality rates, and other assumptions. The Company believes that the accounting estimates related to its pension plans are critical accounting estimates because they are highly susceptible to change from period to period based on the performance of plan assets, actuarial valuations, market conditions, and contracted benefit changes. The selection of assumptions is based on historical trends and known economic and market conditions at the time of valuation, as well as independent studies of trends performed by the Company’s actuaries. However, actual results may differ substantially from the estimates that were based on the critical assumptions.

    The Company recognizes the funded status of each defined benefit pension plan in the consolidated balance sheet.sheets. Each overfunded plan is recognized as an asset in employee benefit assets and each underfunded plan is recognized as a liability.liability in employee benefit obligations. Pension plan liabilities are revalued annually, or when an event occurs that requires remeasurement, based on updated assumptions and information about the individuals covered by the plan. Accumulated actuarial gains and losses in excess of a 10 percent corridor and the prior service cost are amortized on a straight-line basis from the date recognized over the average remaining service period of active participants or over the average life expectancy for plans with significant inactive participants. The service costs related to defined benefits are included in operating income. The other components of net benefit cost other than service cost are recorded within other non-operating income, (loss), net in the consolidated statementstatements of incomeincome.

Equity Method and Other Investments: Investments in ordinary shares of companies, in which the Company believes it exercises significant influence over operating and financial policies, are accounted for using the equity method of accounting. Under this method, the investment is carried at cost and is adjusted to recognize the investor’s share of earnings or losses of the investee after the date of acquisition and is adjusted for impairment whenever it is determined that a decline in the fair value below the cost basis is other than temporary. The fair value of the investment then becomes the new cost basis of the investment and it is not adjusted for subsequent recoveries in fair value. Impairment losses have been recognized for the Company'sThe Company sold its equity investment in AMVIG Holdings Limited ("AMVIG") in the last threefirst quarter of fiscal years. Seeyear 2021, refer to Note 7,8, "Equity Method Investments,and Other Investments."

    All equity investments that do not result in consolidation and are not accounted for more information regardingunder the Company's equity method investments.are measured at fair value with unrealized gains and losses related to mark-to-market adjustments included in net income. The Company utilizes the measurement alternative for equity investments that do not have readily determinable fair values and measures these investments at cost adjusted for impairments and observable price changes in orderly transactions. To date, investments not accounted for under the equity method are not material.

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Contingencies: The Company is subject to numerous contingencies arising in the ordinary course of business, such as legal and administrative proceedings, environmental claims and proceedings, workers' compensation, and other claims. Accruals for estimated losses are recorded by the Company at the time information becomes available indicating that losses are probable and that the amounts can be reasonably estimated. When management can reasonably estimate a range of losses it may incur, it records an accrual for the amount within the range that constitutes its best estimate. If no amount within a range appears to be a better estimate than any other, the low end of the range is accrued. The Company records anticipated recoveries under existing insurance contracts when recovery is probable.

Share-based Compensation: Amcor has a variety of equity incentive plans. For employee awards with a service or market condition, compensation expense is recognized over the vesting period on a straight-line basis using the grant date fair value of the award and the estimated number of awards that are expected to vest. For awards with a performance condition, the Company must reassessreassesses the probability of vesting at each reporting period and adjustadjusts compensation cost based on its probability assessment. The Company also has immaterial cash-settled share-based compensation plans which are accounted for as liabilities. Such share-based awards are remeasured to fair value at each reporting period.date. The Company estimates forfeitures based on employee level, economic conditions, time remaining to vest, and historical forfeiture experience.

Income Taxes: The Company uses the asset and liability method to account for income taxes. Deferred income taxes reflect the future tax consequences of temporary differences between the tax bases of assets and liabilities and their financial reporting amounts at each balance sheet date, based upon enacted income tax laws and tax rates. Income tax expense or benefit is provided based on earnings reported in the consolidated financial statements. The provision for income tax expense or benefit differs from the amounts of income taxes currently payable because certain items of income and expense included in the consolidated financial statements are recognized in different time periods by taxing authorities.

    Deferred tax assets, including operating loss,losses, capital losslosses, and tax credit carryforwards, are reduced by a valuation allowance when in the opinion of management, it is more likely than not that any portion of these tax attributes will not be realized. In addition, from time to time, management must assessassesses the need to accrue or disclose uncertain tax positions for proposed adjustments from various tax authorities who regularly audit the Company in the normal course of business.positions. In making these assessments, management must often analyze complex tax laws of multiple jurisdictions. Accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company records the related interest expense and penalties, if any, as tax expense in the tax provision. See Note 16,17, "Income Taxes," for more information on the Company's income taxes.

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Note 3 - New Accounting Guidance

Recently Adopted Accounting Standards

        In March 2020, the SEC issued Final Rule Release No. 33-10762, "Financial Disclosures About Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant's Securities" that simplifies the disclosure requirements related to registered securities under Rule 3-10 of Regulation S-X. The rule replaces the requirement to provide condensed consolidating financial information with a requirement to present summarized financial information of the issuers and guarantors in either a note to the financial statements or in management's discussion and analysis. The effective date of the amendment is January 4, 2021 with earlier voluntary compliance permitted. The Company elected to adopt the amended rules effective with our third fiscal quarter of 2020 and has included the required disclosures as a component of "Part II, Item 7. - Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K.

        In February 2018, the Financial Accounting Standards Board ("FASB") issued guidance that requires the Company to disclose a description of the Company’s accounting policy for releasing income tax effects from accumulated other comprehensive income and whether the Company elects to reclassify the stranded income tax effects from the Tax Cuts and Jobs Act ("The Act"), along with information about other income tax effects that are reclassified. For all entities, the guidance was effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Entities can choose whether to apply the amendments retrospectively to each period in which the effect of the Act is recognized or to apply the amendments in the period of adoption. This guidance was effective for the Company on July 1, 2019. The Company adopted the new guidance effective July 1, 2019 and did not elect the optional reclassification as the impact was not material.

        In August 2017, the FASB issued guidance which simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. For public business entities, the amendments in Accounting Standards Update ("ASU") 2017-12 were effective for financial statements issued for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. This guidance was effective for the Company on July 1, 2019 using the modified retrospective approach, with the exception of presentation and disclosure guidance which is adopted prospectively. Implementation of the standard did not have a material impact on the Company's condensed consolidated financial statements.

        In February 2016, the FASB issued guidance that required lessees to put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to past accounting guidance. The guidance also eliminates the previous real estate-specific provisions and changes the guidance on sale-leaseback transactions, initial direct costs and lease executory costs for all entities. Lease classification will determine how to recognize lease-related revenue and expense. The Company adopted the new lease standard at July 1, 2019 using a simplified transition option that allows for a cumulative-effect adjustment in the period of adoption and therefore did not restate prior periods. The Company also elected to adopt the package of practical expedients which allows for existing operating leases to continue to be classified as operating leases under the new guidance without reassessing whether the contracts contain a lease under the new guidance or whether classification of the operating lease would be different under the new standard. The Company did not elect the use-of-hindsight practical expedient but did adopt the practical expedient pertaining to land easements which provides the option not to reassess whether land easements not previously accounted for as leases under prior leasing guidance would be leases under the new guidance.

        Adoption of the new leasing standard resulted in the following impacts to the Company's condensed consolidated financial statements as of the adoption date: the establishment of a lease liability of $590.5 million, including current portion, a corresponding right-of-use asset of $569.8 million, and the reclassification of approximately $58.2 million (net of tax) of deferred gains on sale leaseback transactions.

        The complete impact of the changes made to the Company's condensed consolidated balance sheet due to the adoption of the new leasing guidance were as follows:
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($ in millions)June 30, 2019Adjustments due to AdoptionAt July 1, 2019
Operating lease assets 569.8 569.8 
Other current liabilities1,044.9 54.3 1,099.2 
Operating lease liabilities 506.8 506.8 
Deferred tax liabilities1,011.7 18.7 1,030.4 
Other non-current liabilities241.0 (68.2)172.8 
Retained earnings323.7 58.2 381.9 
        Due to the adoption of the guidance using the simplified transition option, there are no changes to the Company's previously reported results prior to July 1, 2019. Lease expense is not expected to change materially as a result of adoption of the new guidance. The Company changed its disclosures related to leasing beginning in fiscal year 2020. Refer to Note 14, "Leases".

Accounting Standards Not Yet Adopted

        In June 2016, the FASB issued guidance which requires financial assets, or a group of financial assets measured at amortized cost basis to be presented at the net amount expected to be collected when finalized. The allowance for credit losses is a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. This guidance affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The guidance will be effective for the Company on July 1, 2020 and will be adopted using the modified retrospective approach. The Company does not expect the standard to have a material impact on its consolidated financial statements.

    In December 2019, the FASB issued updated guidance to simplify the accounting for income taxes by removing certain exceptions and improving the consistent application of U.S. GAAP in other tax accounting areas. This guidance is effective for annual reporting periods, and any interim periods within those annual periods, that begin after December 15, 2020 with early adoption permitted. Accordingly, theThe guidance will bebecame effective for the Company on July 1, 2021. The Company is currently evaluating2021 and the adoption did not have a material impact that this guidance will have on itsthe Company's consolidated financial statements and related disclosures.statements.

Accounting Standards Not Yet Adopted

    In March 2020,November 2021, the FASB issued optional expedients and exceptions to ease the potential burden in accountingan Accounting Standards Update ("ASU") 2021-10 that adds certain disclosure requirements for reference rate reform related to contract modifications, hedging relationships, and other transactionsentities that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued, subject to meeting certain criteria.receive government assistance. The standard is effective for annual periods beginning after December 15, 2021 with early application permitted. The Company is currently evaluating whether to electwill adopt this guidance on July 1, 2022 and does not expect the adoption of this optional guidance.to have a material impact on the Company's consolidated financial statements.

    The Company considers the applicability and impact of all ASUs issued by the FASB and SEC.FASB. The Company determined at this time that all other ASUs not yet adopted to beare either not applicable or are expected to have minimal impact on the Company's consolidated financial statements at this time.statements.


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Note 4 - AcquisitionsRestructuring, Impairment, and Related Expenses, Net

    Restructuring, impairment, and related expenses, net, as reported on the consolidated statements of income are summarized as follows:

Years ended June 30,
($ in millions)202220212020
Restructuring and related expenses, net$(96)$(94)$(115)
Impairment expenses(138)— — 
Restructuring, impairment, and related expenses, net$(234)$(94)$(115)

    Restructuring and related expenses, net includes expenses related to the Company's 2019 plan focused on the integration of acquired Bemis operations which was complete at the end of fiscal year 2022, expenses related to the 2018 plan to restructure the Company's rigid packaging operations, and restructuring expenses associated with the Company's decision to sell its Russian business. For further information, refer to Note 7, "Restructuring."

    Impairment expenses of $138 million were incurred in the fourth quarter of fiscal year 2022 as a result of the Russia-Ukraine Conflict. In the fourth quarter, the Company approved a plan to sell its Russian operations which resulted in a non-cash impairment charge of $90 million. For further information, refer to Note 6, "Held for Sale and Discontinued Operations." In addition, the Company recognized other expenses of $48 million, given the expectation that certain assets not held for sale in the conflict region will not be recoverable. The Company's manufacturing plant in Ukraine ceased operations in February 2022 and has not resumed operations given the ongoing conflict in the region has displaced the Company's employees, destroyed nearby manufacturing facilities, and impaired the region's supporting infrastructure. Other asset impairment expenses in the last three fiscal years were not material and were primarily reported in restructuring and related expenses, net.


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Note 5 - Divestitures

Year ended June 30, 2019

Bemis Company, Inc.2022

    On June 11, 2019,During the third quarter of fiscal year 2022, the Company completed the acquisitiondisposal of 100%non-core assets in the Flexibles reporting segment. The Company recorded an expense of $10 million during the fiscal year ended June 30, 2022 to adjust the long-lived assets to their fair value less cost to sell.

Year ended June 30, 2021

As part of optimizing its portfolio under the 2019 Bemis Integration Plan, the Company completed the disposal of a non-core European hospital supplies business, which was part of the outstanding shares of Bemis Company, Inc ("Bemis"), a global manufacturer of flexible packaging products basedFlexibles reportable segment. The resulting gain from the sale has been recorded in the United States. Pursuantline restructuring, impairment, and related expenses, net, in the consolidated statements of income. Refer to Note 4, "Restructuring, Impairment, and Related Expenses, Net" and Note 7, "Restructuring."

    The Company also completed the Transaction Agreement, dated asdisposal of August 6, 2018, each outstanding share2 non-core businesses in India and Argentina in the Flexibles segment during the first quarter of Bemis common stockfiscal year 2021, recording a loss on sale of $6 million, which was primarily driven by the reclassification of cumulative translation adjustments through the income statements that was issued and outstanding upon completion of the transaction was converted into the right to receive 5.1 ordinary shares of the Company traded on the New York Stock Exchange ("NYSE")had previously been recorded in other comprehensive income/(loss).

    The following table summarizesCompany sold its equity investment in AMVIG Holdings Limited ("AMVIG") in the fair valuefirst quarter of consideration exchanged:
Bemis shares outstanding at June 11, 2019 (in millions)91.7
Share Exchange Ratio5.1
Price per Share (Based on Amcor’s closing share price on June 11, 2019)$11.18
Total Equity Consideration$5,229.6
fiscal year 2021. Refer to Note 8, "Equity Method and Other Investments."

        The acquisition of Bemis positioned the Company as a global leader in consumer packaging with a comprehensive global footprint in flexible packaging and greater scale in key regions of North America, Latin America, Asia Pacific and Europe, along with industry-leading research and development capabilities.

        The acquisition of Bemis was accounted for as a business combination in accordance with ASC 805, "Business Combinations," which required allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed in the transaction. The fair value of the assets acquired and liabilities assumed as of the acquisition date were finalized upon completion of the measurement period in the fourth fiscal quarter of 2020. The allocation was subject to change within the measurement period, up to one year from the acquisition date, as additional information concerning final asset and liability valuations was obtained. The measurement period adjustments resulted in a $229.9 million increase to goodwill, which includes a $210.6 million decrease to property, plant and equipment, a $99.0 million decrease to finite lived intangible assets, a $184.1 million decrease to deferred tax liabilities, a $97.9 million increase in other non-current liabilities, along with other adjustments to assets held for sale and working capital.

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        The following table summarizes the final allocation of the total purchase consideration to the fair values of the assets acquired and liabilities assumed at the acquisition date.
(in millions)
Cash and cash equivalents$3.3
Trade receivables425.6
Inventories665.4
Prepaid expenses and other current assets80.5
Assets held for sale464.2
Property, plant and equipment1,180.1
Deferred tax assets42.8
Other intangible assets1,931.2
Other non-current assets52.8
Total identifiable assets acquired4,845.9
Current portion of long-term debt1.7
Short-term debt8.6
Trade payables286.2
Accrued employee costs188.1
Other current liabilities314.1
Liabilities held for sale21.9
Long-term debt, less current portion1,365.3
Deferred tax liabilities598.5
Employee benefit obligation62.7
Other non-current liabilities136.8
Total liabilities assumed2,983.9
Net identifiable assets acquired1,862.0
Goodwill3,367.6
Net assets acquired$5,229.6

        The following table details the identifiable intangible assets acquired from Bemis, their fair values and estimated useful lives:
Fair ValueWeighted-average Estimated Useful Life
(in millions)(Years)
Customer relationships$1,650.0 15
Technology110.0 7
Other171.2 7
Total other intangible assets$1,931.2 

        The allocation of the purchase price resulted in $3,367.6 million of goodwill for the Flexibles Segment, which is not tax deductible. The goodwill on acquisition represents the future economic benefit expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and non-contractual relationships, as well as expected future synergies.

        The fair value measurement of tangible and intangible assets and liabilities was based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. Level 3 fair market values were determined using a variety of information, including estimated future cash flows, appraisals and market comparables.
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DivestituresYear ended June 30, 2020

    Closing of the Bemis acquisition was conditional upon the receipt of regulatory approvals, approval by both Amcor and Bemis shareholders, and satisfaction of other customary conditions. In order to satisfy certain regulatory approvals, the Company was required to divest 3 of Bemis' medical packaging facilities located in the United Kingdom and Ireland ("EC Remedy") and 3 Amcor medical packaging facilities in the United States ("U.S. Remedy"). The U.S. Remedy was completed during the fourth quarter of fiscal year 2019 and the Company received $214.2$214 million resulting in a gain of $159.1$159 million. The EC Remedy was completed during the first quarter of fiscal year 2020 and the Company received $397.1$397 million and recorded a loss on the sale of $8.8$9 million which is the result of the reclassification of accumulated foreign currency translation amounts from accumulated other comprehensive incomeloss to earnings from discontinued operations upon sale of the EC Remedy.

    In addition, the Company sold an equity method investment acquired through the Bemis acquisition in the third quarter of fiscal year 2020 for proceeds of $27.7$28 million. There was no gain or loss on sale as the investment was recorded at fair value upon acquisition.

Unaudited Pro Forma Information

        The following unaudited pro forma information has been prepared as if the acquisition of Bemis and the sale of the EC Remedy and U.S. Remedy had occurred as of July 1, 2017. The unaudited pro forma information combines the historical results of Amcor and Bemis. 
Years ended June 30,
(in millions)20192018
Net sales$12,972.4 $13,146.3 
Income from continuing operations$565.5 $535.0 

Pro forma adjustments to net sales are as follows:

excludes net sales of the EC Remedy and U.S. Remedy.

Pro forma adjustments to income from continuing operations attributable to Amcor plc are as follows:

excludes income from the EC Remedy which has been accounted for as a discontinued operation and the U.S. Remedy which has been reported in U.S. GAAP income from continuing operations;
excludes acquisition related charges;
includes acquisition accounting adjustments, including amortization and depreciation adjustments as a result of the fair value adjustment to property, plant and equipment; and
excludes the impact on net income attributable to purchase accounting related inventory effects and sales backlog amortization given these charges do not have a continuing impact on the consolidated results.

    The unaudited pro forma results are not necessarily indicative of the actual results that would have occurred had the acquisition been in effect for the periods presented, nor is it intended to be a projection of future results. For example, the unaudited pro forma results do not include the expected synergies from the transactions, nor the related costs to achieve.


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Note 56 - Held for Sale and Discontinued Operations

    During the fourth quarter of fiscal year 2022, the Company classified the assets and liabilities of its Russian business as held for sale as a result of the Company's decision to sell its Russian business. The Russian business is part of the Company’s Flexibles segment and is expected to be sold within one year. The Company has recorded an impairment of $90 million as of June 30, 2022, within the line item restructuring, impairment, and related expenses, net on the consolidated statements of income. The disposal of the Russian business will not represent a strategic shift that will have a major effect on the Company's operations and financial results, and therefore does not qualify for reporting as a discontinued operation.

    Major classes of assets and liabilities of the Russian business classified as held for sale as of June 30, 2022 were as follows:
($ in millions)June 30, 2022
Cash and cash equivalents$75 
Trade receivables, net66
Inventories, net40
Prepaid expenses and other current assets36
Property, plant, and equipment, net49
Goodwill16
Total assets held for sale282
Less impairment (1)(90)
Total assets held for sale, net$192
Trade payables65
Total current liabilities held for sale$65
(1) Impairment inclusive of accumulated other comprehensive loss related to the Russian business.

    This table excludes other assets and liabilities held for sale but not part of the Russian business and that are not material for disclosure.

    On February 11, 2019, the Company received approval from the European Commission ("EC") for the acquisition of Bemis.Bemis Company, Inc. ("Bemis"). A condition of the approval was an agreement to divest 3 Bemis medical packaging facilities located in the United Kingdom and Ireland ("EC Remedy"). Upon completion of the Bemis acquisition on June 11, 2019, the Company determined that the EC Remedy met the criteria to be classified as a discontinued operation, in accordance with ASC 205-20, "Discontinued Operations." The sale of the EC Remedy closed on August 8, 2019. The Company recorded a loss on the sale of $8.8$9 million, which is the result of the reclassification of accumulated foreign currency translation amounts from accumulated other comprehensive incomeloss to earnings from discontinued operations upon sale of the EC Remedy.

        The assets and liabilities of the EC Remedy, which is within the Company's Flexibles Segment, are reflected as held for sale in the consolidated balance sheet at June 30, 2019. Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less costs to sell.

    The following table summarizes the results of the EC Remedy, classified asCompany's discontinued operations, from June 11, 2019 until the sale of the EC Remedy on August 8, 2019:
Years ended June 30,
(in millions)20202019
Net sales$15.8 $9.6 
Income (loss) from discontinued operations(7.1)0.9 
Tax expense on discontinued operations(0.6)(0.2)
Income (loss) from discontinued operations, net of tax$(7.7)$0.7 
operations:
Years ended June 30,
($ in millions)202220212020
Net sales$— $— $16 
Loss from discontinued operations— — (7)
Tax expense from discontinued operations— — (1)
Loss from discontinued operations, net of tax$ $ $(8)


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Note 67 - Restructuring Plans

2019 Bemis Integration Plan

    In connection with the acquisition of Bemis Company, Inc. ("Bemis"), the Company initiated restructuring activities in the fourth quarter of 2019 aimed at integrating and optimizing the combined organization. As previously announced, the Company continues to target realizing approximately $180 million of pre-tax synergies driven by procurement, supply chain, and general and administrative savings by the end of fiscal year 2022.

    The Company's total 2019 Bemis Integration Plan was completed by June 30, 2022 with final pre-tax integration costs are expectedcost amounting to be approximately $200$253 million. The total 2019 Bemis Integration Plan costs include $165cost includes $213 million of restructuring and related expenses, net, and $35$40 million of general integration expenses. The restructuring and related expensesnet cash expenditures for the plan, including disposal proceeds, are comprised$170 million, of approximately $90which $40 million relates to general integration expenses. As part of this Plan the Company has incurred $144 million in employee related expenses, $25$36 million in fixed asset related expenses, $20$39 million in other restructuring and $30$45 million in restructuring related expenses. The Company estimates that approximately $150 millionexpenses, partially offset by a gain on disposal of the $200 million total integration costs will result in cash expenditures,a business of which $115 million relate to restructuring and related expenditures. Cash payments for the$51 million. In fiscal year 2020 were $80.22022, the Plan resulted in net cash outflows of $49 million of which $54.1$47 million were payments related to restructuring and related expenditures. The 2019 Bemis Integration Plan relates to the Flexibles segment and Corporate and is expected toremaining cash outflow will be completed by the end ofprimarily incurred in fiscal year 2022.2023.

    Restructuring related costs are directly attributable to restructuring activities; however, they do not qualify for special accounting treatment as exit or disposal activities. General integration costs are not linked to restructuring. The Company believes the disclosure of restructuring related costs provides more information on the total cost of ourthe 2019 Bemis Integration Plan. The restructuring related costs relate primarily to the closure of facilities and include costs to replace graphics, and train new employees on relocated equipment.equipment, and losses on sale of closed facilities.

2018 Rigid Packaging Restructuring Plan

    On August 21, 2018, the Company announced a restructuring plan in Amcor Rigid Packaging ("2018 Rigid Packaging Restructuring Plan") aimed at reducing structural costs and optimizing the footprint. The Plan includesincluded the closures of manufacturing facilities and headcount reductions to achieve manufacturing footprint optimization and productivity improvements as well as overhead cost reductions.

    The Company's total 2018 Rigid Packaging Restructuring Plan was completed by June 30, 2021 with total pre-tax restructuring costs are expected to be approximately $110of $121 million, of which $78 million resulted in cash expenditures, with the main component being the cost to exit manufacturing facilities and employee related costs. The total plan cost has been increased by approximately $15 million in the fourth quarter of fiscal year 2020 due primarily to additional non-cash impairments. The Company estimates that approximately $65 to $70 million of the $110 million total costs will result in cash expenditures. Cash payments for the fiscal year 2020 were $23.6 million. The 2018 Rigid Packaging Restructuring Plan is expected to be completed during fiscal year 2021.

2016 Flexibles Restructuring Plan

        On June 9, 2016, the Company announced a major initiative ("2016 Flexibles Restructuring Plan") to optimize the cost base and drive earnings growth in the Flexibles segment. This initiative was designed to accelerate the pace of adapting the organization within developed markets through footprint optimization to better align capacity with demand, increase utilization and improve the cost base and streamlining the organization and reducing complexity, particularly in Europe, to enable greater customer focus and speed to market.

        As part of the 2016 Flexibles Restructuring Plan, the Company has closed 8 manufacturing facilities and reduced headcount at certain facilities. The Company's total pre-tax restructuring costs were $230.8 million, with $166.7 million in employee termination costs, $31.4 million in fixed asset impairment costs and $32.7 million in other costs, which primarily represent the cost to dismantle equipment and terminate existing lease contracts. Approximately $166 million of the $230.8 million total costs resulted in cash expenditures. Cash payments for fiscal year 2019 were $14.4 million. The Plan was substantially completed by the end of fiscal year 2019.

Other Restructuring Plans

    The Company has entered into other individually immaterial restructuring plans ("Other Restructuring Plans"). The Company's restructuring chargecharges related to these Plans was approximately $17.9plans were $59 million, $18.8$6 million, and $25.8$18 million for the fiscal years ended June 30, 2022, 2021, and 2020, 2019respectively. During the fourth quarter of fiscal year 2022, the Company recorded $57 million in restructuring and 2018, respectively.
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related expenses classified within Other Restructuring Plans triggered by the Russia-Ukraine conflict to help mitigate the impact of the Russian sale.

Consolidated Amcor Restructuring Plans

    The total costsexpenses incurred from the beginning of the Company's material restructuring plans are as follows:
(in millions)2016 Flexibles Restructuring Plan2018 Rigid Packaging Restructuring Plan2019 Bemis Integration Plan (1)Other Restructuring PlansTotal Restructuring and Related Expenses (1)
Prior years216.4   19.8 236.2 
Fiscal year 2018 net charges to earnings14.4   25.8 40.2 
($ in millions)($ in millions)2018 Rigid Packaging Restructuring Plan2019 Bemis Integration Plan (1)Other Restructuring Plans (2)Total Restructuring and Related Expenses, Net (1)
Fiscal year 2019 net charges to earningsFiscal year 2019 net charges to earnings 64.1 47.9 18.8 130.8 Fiscal year 2019 net charges to earnings$64 $48 $19 $131 
Fiscal year 2020 net charges to earningsFiscal year 2020 net charges to earnings 37.5 59.7 17.9 115.1 Fiscal year 2020 net charges to earnings37 60 18 115 
Fiscal year 2021 net charges to earningsFiscal year 2021 net charges to earnings20 68 94 
Fiscal year 2022 net charges to earningsFiscal year 2022 net charges to earnings— 37 59 96 
Expense incurred to dateExpense incurred to date$230.8 $101.6 $107.6 $82.3 $522.3 Expense incurred to date$121 $213 $102 $436 
(1)Total restructuring and related expenses, includesnet, include restructuring related costs from the 2019 Bemis Integration Plan of $14.8$17 million, $13 million, and $1.8$15 million for the fiscal years 2022, 2021, and 2020, respectively.
(2)Fiscal year 2022 includes $55 million in restructuring expenses and 2019, respectively.$2 million of restructuring related expenses that pertain to the Russia-Ukraine conflict as discussed above in section "Other Restructuring Plans".

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    An analysis of the restructuring expenses by type incurred follows:

Years ended June 30,
($ in millions)202220212020
Employee related expenses$58 $76 $45 
Fixed asset related expenses23 24 
Other expenses15 34 29 
Gain on sale of business— (51)— 
Total restructuring expenses, net$77 $82 $98 


    An analysis of the Company's restructuring plan liability, not including restructuring-relatedrestructuring related liabilities, is as follows:
(in millions)Employee CostsFixed Asset Related CostsOther CostsTotal Restructuring Costs
Liability balance at June 30, 2017$85.9 $ $1.6 $87.5 
($ in millions)($ in millions)Employee CostsFixed Asset Related CostsOther CostsTotal Restructuring Costs
Liability balance at June 30, 2019Liability balance at June 30, 2019$73 $7 $8 $88 
Net charges to earningsNet charges to earnings20.5 4.0 15.7 40.2 Net charges to earnings45 24 29 98 
Cash paidCash paid(48)(5)(25)(78)
Non-cash and otherNon-cash and other— (23)— (23)
Liability balance at June 30, 2020Liability balance at June 30, 202070 3 12 85 
Net charges to earningsNet charges to earnings76 23 34 133 
Cash paidCash paid(74.1) (17.3)(91.4)Cash paid(61)(5)(30)(96)
Non-cash and otherNon-cash and other (4.0) (4.0)Non-cash and other(9)(23)— (32)
Foreign currency translationForeign currency translation2.8   2.8 Foreign currency translation
Liability balance at June 30, 201835.1   35.1 
Liability balance at June 30, 2021Liability balance at June 30, 202178  17 95 
Net charges to earningsNet charges to earnings83.9 34.1 12.8 130.8 Net charges to earnings58 15 77 
Additions through business acquisition4.7   4.7 
Cash paid(48.5) (4.4)(52.9)
Cash received/(paid), netCash received/(paid), net(27)(14)(37)
Non-cash and otherNon-cash and other(2.0)(27.4) (29.4)Non-cash and other(3)(5)— (8)
Foreign currency translationForeign currency translation(0.7)  (0.7)Foreign currency translation(9)— — (9)
Liability balance at June 30, 201972.5 6.7 8.4 87.6 
Net charges to earnings45.4 23.7 28.5 97.6 
Cash paid(47.9)(5.2)(24.8)(77.9)
Non-cash and other (22.1) (22.1)
Foreign currency translation(0.5)(0.1)(0.1)(0.7)
Liability balance at June 30, 2020$69.5 $3.0 $12.0 84.5 
Liability balance at June 30, 2022Liability balance at June 30, 2022$97 $3 $18 $118 

    The costsexpenses related to restructuring activities, including restructuring-relatedrestructuring related activities, have been presented on the consolidated statementstatements of income as restructuring, impairment, and related expenses.expenses, net. The accruals related to restructuring activities have been recorded on the consolidated balance sheetsheets under other current liabilities.


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Note 78 - Equity Method and Other Investments

    Investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, with usually not more than 50% voting interest, and are recorded in the consolidated balance sheet in investments in affiliated companies. Investments in affiliated companies as of June 30, 2020 and 2019 include aninterest. The Company sold its only significant equity method investment, a 47.6% interest in AMVIG Holdings Limited ("AMVIG") on September 30, 2020, realizing a net gain of 47.6% and other individually immaterial investments.$15 million, which was recorded in equity in income/(loss) of affiliated companies, net of tax in the consolidated statements of income.

    AMVIG is listed on the Hong Kong Stock Exchange. Its quoted share price asAs of June 30, 20202022 and 2019 was $0.18 (HKD 1.40)2021, investments accounted for under the equity method and $0.24 (HKD 1.85), respectively.other investments carried at cost are immaterial. The value of Amcor's investmentCompany received no dividends from equity method investments in AMVIG based on its quoted share price as of June 30, 2020 and 2019 was $77.7 million and $104.8 million, respectively.

        During the fiscal years ended June 30, 2020, 20192022 and 20182021. During the fiscal year ended June 30, 2020, the Company received dividends of $9.8$10 million $8.2 million and $8.4 million, respectively, from AMVIG.

    The Company reviews its investment in affiliated companiesinvestments accounted for under the equity method for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Due to impairment indicators present in each of the years presented,fiscal year ended June 30, 2020, the Company performed an impairment testtests by comparing the carrying value of its investment in AMVIG to its fair value, which was determined based on AMVIG's quoted share price. The fair value of the investment dropped below its carrying value during fiscal yearsyear ended June 30, 2020, 2019 and 2018, and therefore the Company recorded an other-than-temporary impairment of $25.6$26 million $14.0 million and $36.5 million, respectively, to bring the value of its investment to fair value. The impairment charge was included in equity in income income/(loss) of affiliated companies, net of tax, in the consolidated statementstatements of income.


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Note 89 - Property, Plant, and Equipment, Net

    The components of property, plant, and equipment, net, were as follows:
(in millions)June 30, 2020June 30, 2019
Land and land improvements$197.4 $184.3 
Buildings and improvements1,253.4 1,305.0 
Plant and equipment5,434.8 5,614.9 
Total property6,885.6 7,104.2 
Accumulated depreciation(3,223.8)(3,100.3)
Accumulated impairment(47.0)(28.9)
Total property, plant and equipment, net$3,614.8 $3,975.0 

        AtJune 30, 2019, property, plant and equipment, net, excluded amounts classified as held for sale.
($ in millions)June 30, 2022June 30, 2021
Land and land improvements$201 $221 
Buildings and improvements1,323 1,355 
Plant and equipment5,797 5,937 
Total property, plant, and equipment7,321 7,513 
Accumulated depreciation(3,617)(3,712)
Accumulated impairment(58)(40)
Total property, plant, and equipment, net$3,646 $3,761 

    Depreciation expense amounted to $402.8$398 million, $305.7$389 million, and $320.8$403 million for the fiscal yearyears 2022, 2021, and 2020, 2019 and 2018, respectively. Amortization of assets under finance lease obligationsleases is included in depreciation expense.


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Note 910 - Goodwill and Other Intangible Assets

    Changes in the carrying amount of goodwill attributable to each reportable segment were as follows:
(in millions)Flexibles SegmentRigid Packaging SegmentTotal
Balance as of June 30, 2018$1,082.0 $974.6 $2,056.6 
Acquisition and acquisition adjustments3,137.7  3,137.7 
Disposals(24.2) (24.2)
Currency translation(14.7)0.6 (14.1)
Balance as of June 30, 20194,180.8 975.2 5,156.0 
Acquisition and acquisition adjustments229.9  229.9 
Currency translation(41.6)(5.0)(46.6)
Balance as of June 30, 2020$4,369.1 $970.2 $5,339.3 

($ in millions)Flexibles SegmentRigid Packaging SegmentTotal
Balance as of June 30, 2020$4,369 $970 $5,339 
Disposals(5)— (5)
Foreign currency translation73 12 85 
Balance as of June 30, 20214,437 982 5,419 
Held for sale reclassification(16)— (16)
Foreign currency translation(114)(4)(118)
Balance as of June 30, 2022$4,307 $978 $5,285 
    The table above does not include goodwill attributableGoodwill reclassified to assets held for sale, net during fiscal year 2022 is related to the Company's discontinued operations of $282.0 million at June 30, 2019. There was no discontinued operations at June 30, 2020. There is a $4.0 million goodwill accumulated impairment loss in the Rigid Packaging reporting segment which occurred in fiscal year 2006.Russian business. Refer to Note 6, "Held for Sale and Discontinued Operations."

Other Intangible Assets, Net

    Other intangible assets, comprised:net is comprised of the following:
June 30, 2020 June 30, 2022
(in millions)Gross Carrying AmountAccumulated Amortization and ImpairmentNet Carrying Amount
($ in millions)($ in millions)Gross Carrying AmountAccumulated Amortization and Impairment (1)Net Carrying Amount
Customer relationshipsCustomer relationships$1,957.3 $(264.3)$1,693.0 Customer relationships$1,970 $(529)$1,441 
Computer softwareComputer software218.4 (130.8)87.6 Computer software235 (162)73 
Other (1)(2)Other (1)(2)320.7 (107.0)213.7 Other (1)(2)323 (180)143 
Reported balance$2,496.4 $(502.1)$1,994.3 
Total other intangible assetsTotal other intangible assets$2,528 $(871)$1,657 
June 30, 2019 June 30, 2021
(in millions)Gross Carrying AmountAccumulated Amortization and ImpairmentNet Carrying Amount
($ in millions)($ in millions)Gross Carrying AmountAccumulated Amortization and Impairment (1)Net Carrying Amount
Customer relationshipsCustomer relationships$2,053.7 $(144.0)$1,909.7 Customer relationships$1,986 $(405)$1,581 
Computer softwareComputer software221.3 (127.0)94.3 Computer software233 (156)77 
Other (1)(2)Other (1)(2)350.6 (47.8)302.8 Other (1)(2)321 (144)177 
Reported balance$2,625.6 $(318.8)$2,306.8 
Total other intangible assetsTotal other intangible assets$2,540 $(705)$1,835 
(1)OtherAccumulated amortization and impairment includes $15.5$33 million and $14.2$34 million for June 30, 20202022 and 2019,2021, respectively, of accumulated impairment in the Other category.
(2)Other includes $16 million and $17 million for June 30, 2022 and 2021, respectively, of acquired intellectual property assets not yet being amortized as the related R&D projects have not yet been completed.

    Amortization expense for intangible assets during the fiscal years 2022, 2021, and 2020 2019, and 2018 was $204.4$180 million, $44.0$182 million, and $31.9$204 million, respectively. In conjunction with a business review andDuring the Company's annual review of intangibles, the Company performed a quantitative impairment test for a technology intangible and recognized non-cash impairment charges of $31.1 million for thelast three fiscal year 2019 in the Company's other segment to reduce the carrying value of the asset to its fair value. The impairment charge was included in selling, general and administrative expenses in the consolidated statement of income. During fiscal years, 2020 and 2018, there were no technology intangible impairment charges recorded.recorded on intangible assets.

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    Estimated future amortization expense for intangible assets is as follows:
(in millions)Amortization
2021$180.2 
2022175.7 
2023171.9 
2024167.6 
2025147.7 


($ in millions)Amortization
Fiscal year 2023$173 
Fiscal year 2024169
Fiscal year 2025156
Fiscal year 2026152
Fiscal year 2027138
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Note 1011 - Fair Value Measurements

    The fair values of the Company's financial assets and financial liabilities listed below reflect the amounts that would be received to sell the assets or paid to transfer the liabilities in an orderly transaction between market participants at the measurement date (exit price).

    The Company's non-derivative financial instruments primarily include cash and cash equivalents, trade receivables, trade payables, short-term debt, and long-term debt. At June 30, 20202022 and 2019,2021, the carrying value of these financial instruments, excluding long-term debt, approximatesapproximated fair value because of the short-term nature of these instruments.

    Fair value disclosures are classified based on the fair value hierarchy. See Note 2, "Significant Accounting Policies," for information about the Company's fair value hierarchy.

    The faircarrying value of long-term debt with variable interest rates approximates its carryingfair value. The fair value of the Company's long-term debt with fixed interest rates is based on market prices, if available, or expected future cash flows discounted at the current interest rate for financial liabilities with similar risk profiles.

    The carrying values and estimated fair values of long-term debt with fixed interest rates (excluding(including fixed-rate debt with designated receive-fixed/pay-variable interest rate swaps, excluding finance leases) were as follows:
June 30, 2020June 30, 2019 June 30, 2022June 30, 2021
Carrying ValueFair ValueCarrying ValueFair Value Carrying ValueFair ValueCarrying ValueFair Value
(in millions)(Level 2)(Level 2)
($ in millions)($ in millions)Carrying Value(Level 2)Carrying Value(Level 2)
Total long-term debt with fixed interest rates (excluding commercial paper and finance leases)Total long-term debt with fixed interest rates (excluding commercial paper and finance leases)$3,599.3 $3,793.1 $2,955.6 $3,041.3 Total long-term debt with fixed interest rates (excluding commercial paper and finance leases)$3,694 $4,558 

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

    Additionally, the Company measures and records certain assets and liabilities, including derivative instruments and contingent purchase consideration liabilities, at fair value.

The following table summarizes the fair value of these instruments, which are measured at fair value on a recurring basis, by level, within the fair value hierarchy:
June 30, 2020 June 30, 2022
(in millions)Level 1Level 2Level 3Total
($ in millions)($ in millions)Level 1Level 2Level 3Total
AssetsAssetsAssets
Commodity contractsCommodity contracts$ $0.4 $ $0.4 Commodity contracts$— $$— $
Forward exchange contractsForward exchange contracts 7.4  7.4 Forward exchange contracts— — 
Interest rate swaps 32.0  32.0 
Total assets measured at fair valueTotal assets measured at fair value$ $39.8 $ $39.8 Total assets measured at fair value$ $13 $ $13 
LiabilitiesLiabilitiesLiabilities
Contingent purchase consideration liabilitiesContingent purchase consideration liabilities$ $ $14.8 $14.8 Contingent purchase consideration liabilities$— $— $16 $16 
Commodity contractsCommodity contracts 6.7  6.7 Commodity contracts— — 
Forward exchange contractsForward exchange contracts 16.8  16.8 Forward exchange contracts— 17 — 17 
Interest rate swapsInterest rate swaps    Interest rate swaps— 69 — 69 
Cross currency interest rate swaps 0.2  0.2 
Total liabilities measured at fair valueTotal liabilities measured at fair value$ $23.7 $14.8 $38.5 Total liabilities measured at fair value$ $89 $16 $105 
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June 30, 2019 June 30, 2021
(in millions)Level 1Level 2Level 3Total
($ in millions)($ in millions)Level 1Level 2Level 3Total
AssetsAssetsAssets
Commodity contractsCommodity contracts$ $ $ $ Commodity contracts$— $14 $— $14 
Forward exchange contractsForward exchange contracts 5.5  5.5 Forward exchange contracts— — 
Interest rate swapsInterest rate swaps 32.8  32.8 Interest rate swaps— 19 — 19 
Total assets measured at fair valueTotal assets measured at fair value$ $38.3 $ $38.3 Total assets measured at fair value$ $40 $ $40 
LiabilitiesLiabilitiesLiabilities
Contingent purchase consideration liabilitiesContingent purchase consideration liabilities$ $ $13.6 $13.6 Contingent purchase consideration liabilities$— $— $18 $18 
Commodity contracts 4.6  4.6 
Forward exchange contractsForward exchange contracts 9.3  9.3 Forward exchange contracts— — 
Interest rate swaps    
Total liabilities measured at fair valueTotal liabilities measured at fair value$ $13.9 $13.6 $27.5 Total liabilities measured at fair value$ $4 $18 $22 

    The fair value of the commodity contracts was determined using a discounted cash flow analysis based on the terms of the contracts and observed market forward prices discounted at a currency-specificcurrency specific rate. Forward exchange contract fair values were determined based on quoted prices for similar assets and liabilities in active markets using inputs such as currency rates and forward points. The fair value of the interest rate swaps was determined using a discounted cash flow method based on market-basedmarket based swap yield curves, consideringtaking into account current interest rates.

    Contingent purchase consideration obligations arise from business acquisitions. As of June 30, 2022, the Company's contingent purchase consideration liabilities consist of a $10 million liability that is contingent on future royalty income generated by Discma AG, a subsidiary acquired in March 2017, with the $6 million balance relating to consideration for small business acquisitions where payments are contingent on the Company vacating a certain property or performance criteria. The fair value of the contingent purchase consideration liabilities was determined for each arrangement individually. The fair value was determined using the income approach with significant inputs that are not observable in the market. Key assumptions include the discount rates consistent with the level of risk of achievement and probability adjusted financial projections. The expected outcomes are recorded at net present value, which requires adjustment over the life for changes in risks and probabilities.

        The following table sets forth a summary of changes Changes arising from modifications in the value of the Company's Level 3 financial liabilities:
 June 30,
(in millions)202020192018
Fair value at the beginning of the year$13.6 $14.6 $27.6 
Additions due to acquisitions   
Changes in fair value of Level 3 liabilities1.1  0.8 
Payments (1.0)(13.0)
Foreign currency translation0.1  (0.8)
Fair value at the end of the year$14.8 $13.6 $14.6 
forecasts related to contingent consideration are expected to be immaterial.

    The fair value of contingent purchase consideration liabilities is included in other current liabilities and other non-current liabilities in the consolidated balance sheet.sheets. The change in fair value of the contingent purchase consideration liabilities, which was included in other income, net is due to the passage of time and changes in the probability of achievement used to develop the estimate.

    The following table sets forth a summary of changes in the value of the Company's Level 3 financial liabilities:
 June 30,
($ in millions)202220212020
Fair value at the beginning of the year$18 $15 $14 
Changes in fair value of Level 3 liabilities— 
Payments(1)— — 
Foreign currency translation(1)— 
Fair value at the end of the year$16 $18 $15 

Assets and Liabilities Measured and Recorded at Fair Value on a Nonrecurring Basis

    In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring basis as required by U.S. GAAP.basis. The Company measures certain assets, including the Company’s equity method investments, technology intangible assets, equity method and other investments, long-lived assets held for sale, and other long-lived and intangible assets and goodwill at fair value on a nonrecurring basis when they are deemed to be other than temporarily impaired. The fair values of these assets are determined, when applicable, based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections.

        The Company tests for impairment of its equity method investments when impairment indicators are present. Impairment tests were performed by comparing the carrying value of the Company’s investment in AMVIG at the end of each
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period, including interim periods,    As further discussed in Note 6 – “Held for Sale and Discontinued Operations,” during the fourth quarter of fiscal year 2022, the Company met the criteria to recognize the related assets and liabilities of its Russian operations as held for sale which resulted in the Company remeasuring the disposal group at its fair value, of the investment, which was determined based on AMVIG's quoted share priceless cost to sell, which is classified inconsidered a Level 1 of the3 fair value hierarchy.measurement.

    Based onIn addition, resulting from the Company’s evaluationeffective disposal of AMVIG’s current financial conditionnon-core businesses during the fiscal year ended June 30, 2022, the Company has recorded a total loss of $34 million, predominantly to adjust the long-lived assets to their fair value less cost to sell. Of these losses, $24 million are included within restructuring, impairment, and related expenses, net as relating to the Company’s intent and abilityRussia-Ukraine conflict with the balance recorded in other income, net in the consolidated statements of income. During the fiscal year ended June 30, 2022, further long-lived assets with a carrying value of $12 million were written down to holda fair value of zero as the Company's Durban, South Africa, manufacturing facility was destroyed in a fire as the result of general civil unrest. In addition, other long-lived assets in South Africa, with a carrying amount of $8 million, were written down to their estimated fair value of $4 million using level 3 inputs.
The Company sold its equity method investment in AMVIG on September 30, 2020. Refer to recover the carrying value, the Company concluded that the decline in fair value was temporary at March 31, 2020,Note 8, "Equity Method and therefore no impairment was recorded. However, the quoted share price did not recover in the fiscal fourth quarter and the Company determined that the investment was impaired as of June 30, 2020 and recorded an impairment charge of $25.6 million. The Company also recorded impairment charges of our AMVIG investment of $14.0 million in fiscal year 2019 and $36.5 million in fiscal year 2018.Other Investments."

    The Company tests indefinite-lived intangibles for impairment when facts and circumstances indicate the carrying value may not be recoverable from their undiscounted cash flows. The Company recognized non-cash impairment charges of $31.1 million in the fiscal year 2019 to reduce the carrying value of an indefinite-lived technology intangible asset to its fair value. During fiscal yearyears 2022, 2021 and 2020, and 2018, there were no indefinite-lived intangible impairment charges recorded.

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Note 1112 - Derivative Instruments

    The Company periodically uses derivatives and other financial instruments to hedge exposures to interest rates,rate, commodity price, and currency risks. The Company does not hold or issue financialderivative instruments for speculative or trading purposes. For hedges that meet the hedge accounting criteria, the Company, at inception, formally designates and documents the instrumentinstruments as a fair value hedge or a cash flow hedge of a specific underlying exposure. On an ongoing basis, the Company assesses and documents that its hedges have been and are expected to continue to be highly effective.

Interest Rate Risk

    The Company's policy is to manage exposure to interest rate risk by maintaining a mixture of fixed-rate and variable-rate debt, monitoring global interest rates, and, where appropriate, hedging floating interest rate exposure or debt at fixed interest rates through various interest rate derivative instruments including, but not limited to, interest rate swaps, cross-currency interest rate swaps, and interest rate locks.

For interest rate swaps that are accounted for as fair value hedges, the gains and losses related to the changes in the fair value of both the hedging instrumentsinterest rate swaps are included in interest expense and offset changes in the fair value of the hedged portion of the underlying debt obligationsthat are immediately recognizedattributable to the changes in market interest expense.rates. Changes in the fair value of interest rate swaps that have not been designated as hedging instruments are reported in the accompanying consolidated statementstatements of income underin other non-operating income, (loss), net.

    During December 2021, the Company entered into an aggregate $250 million notional amount of receive-fixed/pay variable interest rate swaps, which will mature on May 15, 2028. These swaps were designated as a fair value hedge against 50% of $500 million of principal on the 4.50% U.S. dollar notes due in May 2028. Also during December 2021, the Company settled $100 million of a receive-fixed/pay-variable interest rate swap as a result of the full redemption of $275 million 5.95% U.S. private placement notes at maturity. This interest rate swap was designated as a fair value hedge at inception.

    In July 2021, the Company terminated $400 million of its receive-fixed/pay-variable interest rate swaps that were designated as fair value hedges and received $2 million in net proceeds. This termination was in association with the full redemption of the $400 million 4.50% U.S. dollar notes due October 2021, completed on July 15, 2021. In July 2021, the Company also terminated an aggregate amount of €300 million (equivalent of $357 million) receive-fixed/pay-variable interest rate swaps and received €13 million (equivalent of $15 million) in net proceeds. These interest rate swaps, which were to mature in March 2023, were designated as fair value hedges against €300 million of principal on the 2.75% Euro bonds due March 2023. The gain on the termination of the aforementioned swaps is deferred and is being amortized to interest income over the remaining contractual term of the 2.75% Euro bonds due March 2023.

    As of June 30, 20202022 and 2019,2021, the total notional amount of the Company's receive-fixed/pay-variable interest rate swaps was $837.1$650 million and $841.1$1,257 million, respectively.

        At June 30, 2020, the Company had a notional amount of $100 million (equivalent to €89.0 million) cross-currency interest rate swaps outstanding. The Company did not designate the swaps as a hedging instrument and thus changes in fair value were immediately recognized in earnings.

        During the third quarter of fiscal year 2020, the Company entered into 6 Treasury lock agreements to protect against unfavorable interest rate changes relating to the highly probable issuance of long-term debt. The total notional amount of the Treasury lock of $250.0 million was designated as a cash flow hedge of an anticipated transaction and deemed these agreements to be highly effective.

        The associated unsecured senior note was issued on June 19, 2020, and the Company has settled these Treasury lock agreements with a $19.8 million cash payment to the counterparties. The loss associated with the settlement was recorded in accumulated other comprehensive loss and will be amortized to interest expense over the life of the unsecured senior notes, which is 10 years.

Foreign Currency Risk

    The Company manufactures and sells its products and finances operations in a number of countries throughout the world and, as a result, is exposed to movements in foreign currency exchange rates. The purpose of the Company's foreign currency hedging program is to manage the volatility associated with the changes in exchange rates.

    To manage this exchange rate risk, the Company utilizes forward contracts. Contracts that qualify for hedge accounting are designated as cash flow hedges of certain forecasted transactions denominated in foreign currencies. The effective portion of the changes in fair value of these instruments is reported in accumulated other comprehensive income (loss)loss ("AOCI") and reclassified into earnings in the same financial statement line item and in the same period or periods during which the related hedged transactions affect earnings. The ineffective portion is recognized in earnings over the life of the hedging relationship in the same consolidated statementstatements of income line item as the underlying hedged item. Changes in the fair value of forward contracts that have not been designated as hedging instruments are reported in the accompanying consolidated statementstatements of income.

    As of June 30, 20202022 and 2019,2021, the notional amount of the outstanding forward contracts was $1.6$1.0 billion and $1.0$1.1 billion, respectively.

        The Company manages its currency exposure related to the net assets of its foreign operations primarily through borrowings denominated in the relevant currency. Foreign currency gains and losses from the remeasurement of external borrowings designated as net investment hedges of a foreign operation are recognized in AOCI, to the extent that the hedge is effective. The ineffective portion is immediately recognized in other non-operating income (loss), net in the consolidated
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statement of income. When a hedged net investment is disposed of, a percentage of the cumulative amount recognized in AOCI in relation to the hedged net investment is recognized in the condensed consolidated statement of income as part of the profit or loss on disposal.

        At the beginning of fiscal year 2020, the carrying value of commercial paper issued which is designated as a net investment hedge was $67.0 million. During the three months ended December 31, 2019, the Company settled $67.0 million of U.S. commercial paper issued by a non-U.S. entity, which was previously designated as a net investment hedge in its U.S. subsidiaries. The net investment hedges recorded through the point of settlement are included in AOCI and will be reclassified into earnings only upon the sale or liquidation of the related subsidiaries. The Company did not have any net investment hedges in place as of June 30, 2020.

Commodity Risk

    Certain raw materials used in the Company's production processes are subject to price volatility caused by weather, supply conditions, political and economic variables, and other unpredictable factors. The Company's policy is to minimize exposure to price volatility by passing through the commodity price risk to customers, including the use of fixed price swaps.
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The Company purchases on behalf of customers fixed price commodity swaps to offset the exposure of price volatility on the underlying sales contracts, thesecontracts. These instruments are cash closed out on maturity and the related cost or benefit is passed through to customers. Information about commodity price exposure is derived from supply forecasts submitted by customers and these exposures are hedged by a central treasury unit.units. Changes in the fair value of commodity hedges are recognized in AOCI. The cumulative amount of the hedge is recognized in the consolidated statementstatements of income when the forecastforecasted transaction is realized.

    At June 30, 2020 and 2019, theThe Company had the following outstanding commodity contracts that were entered into to hedge forecasted purchases:
 June 30, 20202022June 30, 20192021
CommodityVolumeVolume
Aluminum44,94417,040 tons29,34222,629 tons
PET resin26,006,00016,886,520 lbs.N/A6,312,764 lbs.

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    The following tables providetable provides the location of derivative instruments in the consolidated balance sheet:sheets:
June 30,
(in millions)Balance Sheet Location20202019
Assets
Derivatives in cash flow hedging relationships:
Commodity contractsOther current assets$0.4 $ 
Forward exchange contractsOther current assets2.2 2.4 
Derivatives not designated as hedging instruments:
Forward exchange contractsOther current assets5.2 2.7 
Total current derivative contracts7.8 5.1 
Derivatives in fair value hedging relationships:
Interest rate swapsOther non-current assets32.0 32.8 
Derivatives not designated as hedging instruments:
Forward exchange contractsOther non-current assets 0.4 
Total non-current derivative contracts32.0 33.2 
Total derivative asset contracts$39.8 $38.3 
Liabilities
Derivatives in cash flow hedging relationships:
Commodity contractsOther current liabilities$6.7 $4.6 
Forward exchange contractsOther current liabilities3.0 1.5 
Derivatives not designated as hedging instruments:
Forward exchange contractsOther current liabilities13.6 7.1 
Cross currency interest rate swapsOther current liabilities0.2  
Total current derivative contracts23.5 13.2 
Derivatives in cash flow hedging relationships:
Forward exchange contractsOther non-current liabilities0.2 0.3 
Derivatives not designated as hedging instruments:
Forward exchange contractsOther non-current liabilities 0.4 
Total non-current derivative contracts0.2 0.7 
Total derivative liability contracts$23.7 $13.9 

        In addition to the fair value associated with derivative instruments noted in the table above, the Company had a carrying value of $67.0 million associated with non-derivative instruments designated as foreign currency net investment hedges as of June 30, 2019. The designated foreign currency-denominated debt was included in long-term debt in the consolidated balance sheet. There are no currency net investment hedges as of June 30, 2020.
($ in millions)Balance Sheet LocationJune 30, 2022June 30, 2021
Assets
Derivatives in cash flow hedging relationships:
Commodity contractsOther current assets$$14 
Forward exchange contractsOther current assets
Forward exchange contractsAssets held for sale, net— 
Derivatives in fair value hedging relationships:
Interest rate swapsOther current assets— 15 
Derivatives not designated as hedging instruments:
Forward exchange contractsOther current assets
Total current derivative contracts13 36 
Derivatives in fair value hedging relationships:
Interest rate swapsOther non-current assets— 
Total non-current derivative contracts— 
Total derivative asset contracts$13 $40 
Liabilities
Derivatives in cash flow hedging relationships:
Commodity contractsOther current liabilities$$— 
Forward exchange contractsOther current liabilities
Derivatives not designated as hedging instruments:
Forward exchange contractsOther current liabilities11 
Total current derivative contracts19 
Derivatives in cash flow hedging relationships:
Forward exchange contractsOther non-current liabilities— 
Derivatives in fair value hedging relationships:
Interest rate swapsOther non-current liabilities69 — 
Total non-current derivative contracts70 — 
Total derivative liability contracts$89 $4 

    Certain derivative financial instruments are subject to netting arrangements and are eligible for offset. The Company has made an accounting policy election not to offset the fair values of these instruments within the consolidated balance sheets.

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    The following tables provide the effects of derivative instruments on AOCI and in the consolidated statementstatements of income:
Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)Gain (Loss) Reclassified from AOCI into Income (Effective Portion)Location of Gain / (Loss) Reclassified from AOCI into Income (Effective Portion)Gain / (Loss) Reclassified from AOCI into Income (Effective Portion)
Years ended June 30,Location of Gain / (Loss) Reclassified from AOCI into Income (Effective Portion)Years ended June 30,
(in millions)202020192018
($ in millions)($ in millions)Location of Gain / (Loss) Reclassified from AOCI into Income (Effective Portion)202220212020
Derivatives in cash flow hedging relationshipsDerivatives in cash flow hedging relationshipsDerivatives in cash flow hedging relationships
Commodity contractsCommodity contractsCost of sales$(5.5)$(1.6)$3.2 Commodity contracts$20 $$(6)
Forward exchange contractsForward exchange contractsNet sales(1.1)(0.2)0.1 Forward exchange contractsNet sales— — (1)
Forward exchange contractsCost of sales(0.1)(0.1)0.1 
Treasury locksTreasury locksInterest expense(0.2)  Treasury locksInterest expense(3)(2)— 
TotalTotal$(6.9)$(1.9)$3.4 Total$17 $(1)$(7)
Location of Gain (Loss) Recognized in the Consolidated Income StatementsGain (Loss) Recognized in Income for Derivatives not Designated as Hedging Instruments
Years ended June 30,
(in millions)202020192018
Derivatives not designated as hedging instruments
Forward exchange contractsOther income, net$5.8 $0.8 $1.7 
Cross currency interest rate swapsOther income, net(0.2)  
Total$5.6 $0.8 $1.7 

Location of Gain (Loss) Recognized in the Consolidated Income StatementsGain (Loss) Recognized in Income for Derivatives in Fair Value Hedging Relationships
Years ended June 30,
(in millions)202020192018
Derivatives in fair value hedging relationships
Interest rate swapsInterest expense$(0.8)$7.4 $(5.8)
Total$(0.8)$7.4 $(5.8)
Location of Gain / (Loss) Recognized in the Consolidated Income StatementsGain / (Loss) Recognized in Income for Derivatives not Designated as Hedging Instruments
Years ended June 30,
($ in millions)202220212020
Derivatives not designated as hedging instruments
Forward exchange contractsOther income, net$(45)$11 $(6)
Cross currency interest rate swapsOther income, net— (4)— 
Total$(45)$7 $(6)

Location of Loss Recognized in the Consolidated Income StatementsLoss Recognized in Income for Derivatives in Fair Value Hedging Relationships
Years ended June 30,
($ in millions)202220212020
Derivatives in fair value hedging relationships
Interest rate swapsInterest expense$(75)$(14)$(1)
Forward exchange contractsOther income, net(11)— — 
Total$(86)$(14)$(1)

    The changes in AOCI for effective derivatives were as follows:
Years ended June 30,Years ended June 30,
(in millions)202020192018
($ in millions)($ in millions)202220212020
Amounts reclassified into earningsAmounts reclassified into earningsAmounts reclassified into earnings
Commodity contractsCommodity contracts$5.5 $1.6 $(3.2)Commodity contracts$(20)$(1)$
Forward exchange contractsForward exchange contracts1.2 0.3 (0.2)Forward exchange contracts— — 
Treasury locksTreasury locks0.2   Treasury locks— 
Change in fair valueChange in fair valueChange in fair value
Commodity contractsCommodity contracts(7.1)(7.3)0.7 Commodity contracts22 (7)
Forward exchange contractsForward exchange contracts(2.1) 0.1 Forward exchange contracts(1)(2)
Treasury locksTreasury locks(19.6)  Treasury locks— — (20)
Tax effectTax effect0.2 1.8 0.6 Tax effect— — 
TotalTotal$(21.7)$(3.6)$(2.0)Total$(7)$26 $(22)

7876


Note 1213 - Pension and Other Post-Retirement Plans

    The Company sponsors both funded and unfunded defined benefit pension plans that include statutory and mandated benefit provision in some countries as well as voluntary plans (generally closed to new joiners). During fiscal year 2020,2022, the Company maintained 2120 statutory and mandated defined benefit arrangements and 57 voluntary defined benefit plans.

    The principal defined benefit plans are structured as follows:
CountryCountryNumber of Funded PlansNumber of Unfunded PlansCommentCountryNumber of Funded PlansNumber of Unfunded PlansComment
United Kingdom2  Closed to new entrants
Switzerland1  Open to new entrants
CanadaCanadaClosed to new entrants
France (1)France (1)3 2 NaN plans are closed to new entrants, 2 plans are open to new entrants; 2 plans are partially indemnified by Rio Tinto LimitedFrance (1)3 plans are closed to new entrants, 2 plans are open to new entrants; 2 plans are partially indemnified by Rio Tinto Limited
Germany (1)Germany (1)1 13 13 plans are closed to new entrants, 1 is open to new entrants; 6 plans are partially indemnified by Rio Tinto LimitedGermany (1)11 12 plans are closed to new entrants, 1 is open to new entrants; 6 plans are partially indemnified by Rio Tinto Limited
Canada6 1 Closed to new entrants
SwitzerlandSwitzerland— Open to new entrants
United KingdomUnited Kingdom— Closed to new entrants
United States of AmericaUnited States of America3 2 Closed to new entrantsUnited States of AmericaClosed to new entrants
(1)Rio Tinto Limited assumes responsibility for its former employees' retirement entitlements as of February 1, 2010 when Amcor acquired Alcan Packaging from Rio Tinto Limited.

    Net periodic benefit cost for benefit plans includeincludes the following components:
Years ended June 30,Years ended June 30,
(in millions)202020192018
($ in millions)($ in millions)202220212020
Service costService cost$23.4 $14.9 $16.3 Service cost$24 $27 $23 
Interest costInterest cost48.5 26.4 27.5 Interest cost39 40 49 
Expected return on plan assetsExpected return on plan assets(72.2)(32.7)(38.4)Expected return on plan assets(61)(60)(72)
Amortization of net lossAmortization of net loss5.4 3.4 5.2 Amortization of net loss
Amortization of prior service creditAmortization of prior service credit(1.6)(1.7)(2.2)Amortization of prior service credit(3)(2)(2)
Curtailment creditCurtailment credit0.3 (0.1)(2.7)Curtailment credit— (1)— 
Settlement costsSettlement costs5.3 2.3 2.0 Settlement costs
Other0.8   
Net periodic benefit costNet periodic benefit cost$9.9 $12.5 $7.7 Net periodic benefit cost$12 $15 $10 

    Amounts recognizedOn October 12, 2021, the Company contracted with Pacific Life Insurance Company to purchase a group annuity contract and transfer $186 million of its pension plan assets and related benefit obligations. This transaction required a remeasurement of the pension plan assets and obligations and resulted in the consolidated income statements compriserecognition of a $3 million non-cash pension settlement loss in the following:twelve months ended June 30, 2022.
Years ended June 30,
(in millions)202020192018
Cost of sales$16.1 $10.3 $11.3 
Selling, general and administrative expenses7.3 4.6 5.0 
Other non-operating (income) loss, net(13.5)(2.4)(8.6)
Net periodic benefit cost$9.9 $12.5 $7.7 

















7977


    Changes in benefit obligations and plan assets were as follows:
June 30,
(in millions)20202019
($ in millions)($ in millions)June 30, 2022June 30, 2021
Change in benefit obligation:Change in benefit obligation:Change in benefit obligation:
Benefit obligation at the beginning of the yearBenefit obligation at the beginning of the year$1,985.0 $1,179.9 Benefit obligation at the beginning of the year$2,022 $2,051 
Service costService cost23.4 14.9 Service cost24 27 
Interest costInterest cost48.5 26.4 Interest cost39 40 
Participant contributionsParticipant contributions6.1 6.1 Participant contributions
Actuarial loss (gain)127.4 101.5 
Actuarial gainActuarial gain(341)(58)
Plan curtailmentsPlan curtailments(0.1)(0.1)Plan curtailments— (4)
SettlementsSettlements(42.6)(26.9)Settlements(244)(40)
Benefits paidBenefits paid(76.8)(37.6)Benefits paid(70)(79)
Administrative expensesAdministrative expenses(5.0)(1.8)Administrative expenses(6)(7)
Plan amendmentsPlan amendments(0.2)11.0 Plan amendments(15)
Acquisitions0.1 723.8 
Other2.8  
DivestituresDivestitures(4)(1)
Foreign currency translationForeign currency translation(17.7)(12.2)Foreign currency translation(113)102 
Benefit obligation at the end of the yearBenefit obligation at the end of the year$2,050.9 $1,985.0 Benefit obligation at the end of the year$1,314 $2,022 
Accumulated benefit obligation at the end of the yearAccumulated benefit obligation at the end of the year$1,978.7 $1,917.0 Accumulated benefit obligation at the end of the year$1,269 $1,954 
June 30,
(in millions)20202019
Change in plan assets:Change in plan assets:Change in plan assets:
Fair value of plan assets at the beginning of the yearFair value of plan assets at the beginning of the year$1,631.0 $939.3 Fair value of plan assets at the beginning of the year$1,759 $1,691 
Actual return on plan assetsActual return on plan assets158.8 65.8 Actual return on plan assets(189)57 
Employer contributionsEmployer contributions34.3 35.7 Employer contributions35 41 
Participant contributionsParticipant contributions6.1 6.1 Participant contributions
Benefits paidBenefits paid(76.8)(37.6)Benefits paid(70)(79)
SettlementsSettlements(42.6)(27.1)Settlements(244)(40)
Administrative expensesAdministrative expenses(5.0)(1.8)Administrative expenses(6)(7)
Acquisitions 662.2 
Foreign currency translationForeign currency translation(14.7)(11.6)Foreign currency translation(96)90 
Fair value of plan assets at the end of the yearFair value of plan assets at the end of the year$1,691.1 $1,631.0 Fair value of plan assets at the end of the year$1,195 $1,759 
Funded status at the end of the yearFunded status at the end of the year$(119)$(263)

    Actuarial gains resulting in a decrease to the benefit obligation for the fiscal year ended June 30, 2022, were primarily due to a weighted average increase in discount rates for our pension plans of 1.7 percentage points. Settlement impact is attributed to group annuity contracts, primarily a $186 million contract with Pacific Life Insurance Company, and other lump sum transfers and payments.

    The following table provides information for defined benefit plans with a projected benefit obligation in excess of plan assets:
June 30,
(in millions)20202019
Projected benefit obligation$1,694.9 $1,658.5 
Accumulated benefit obligation1,625.9 1,590.0 
Fair value of plan asset1,291.7 1,265.0 
($ in millions)June 30, 2022June 30, 2021
Projected benefit obligation$398 $1,387 
Fair value of plan assets189 1,072 

    Amounts recognizedThe following table provides information for defined benefit plans with an accumulated benefit obligation in the consolidated balance sheets consistexcess of the following:plan assets:
($ in millions)June 30, 2022June 30, 2021
Accumulated benefit obligation$357 $1,351 
Fair value of plan assets177 1,070 


8078


June 30,
(in millions)20202019
Employee benefit asset$1,691.1 $1,631.0 
Employee benefit obligation(2,050.9)(1,985.0)
Unfunded status$(359.8)$(354.0)

    The following table provides information as to how the funded / unfunded status is recognized in the consolidated balance sheets:
June 30,
(in millions)20202019
Non-current assets - Employee benefit assets$43.4 $40.2 
Current liabilities - Other current liabilities(11.5)(7.4)
Non-current liabilities - Employee benefit obligations(391.7)(386.8)
Unfunded status$(359.8)$(354.0)

($ in millions)June 30, 2022June 30, 2021
Non-current assets - Employee benefit assets$89 $52 
Current liabilities - Other current liabilities(7)(8)
Non-current liabilities - Employee benefit obligations(201)(307)
Funded status$(119)$(263)
    The components of
    Amounts recognized in other comprehensive (income)/loss for the fiscal years ended are as follows:
Years ended June 30,
(in millions)202020192018
Changes in plan assets and benefit obligations recognized in other comprehensive (income) loss:
Net actuarial loss (gain) occurring during the year$40.7 $68.4 $(33.1)
Net prior service loss (gain) occurring during the year(0.2)11.1  
Amortization of actuarial loss(5.4)(3.4)(5.2)
Loss (gain) recognized due to settlement/curtailment(5.6)(2.2)0.7 
Amortization of prior service credit1.6 1.7 2.2 
Foreign currency translation(2.9)(3.3)0.9 
Tax effect(11.8)(13.3)6.9 
Total recognized in other comprehensive (income) loss$16.4 $59.0 $(27.6)
June 30,
(in millions)202020192018
Net prior service credit$(5.8)$(7.0)$(19.8)
Net actuarial loss236.9 209.9 150.3 
Accumulated other comprehensive (income) loss at the end of the year$231.1 $202.9 $130.5 

Years ended June 30,
($ in millions)202220212020
Changes in plan assets and benefit obligations recognized in other comprehensive (income)/loss:
Net actuarial loss/(gain) occurring during the year$(91)$(58)$41 
Net prior service loss/(gain) occurring during the year(16)— 
Amortization of actuarial loss(5)(8)(6)
Gain recognized due to settlement/curtailment(8)(2)(6)
Amortization of prior service credit
Acquisition/disposal loss(1)— — 
Foreign currency translation(14)16 (3)
Tax effect21 14 (12)
Total recognized in other comprehensive (income)/loss$(94)$(52)$16 
    The estimated net actuarial loss and net prior service credit for the defined benefit pension plansAmounts in AOCI that will be amortized from accumulated other comprehensive income (loss) intohave not yet been recognized as net periodic benefit cost, over the nextas of fiscal yearyear-ends, are a loss of $8.0 million and a credit of $1.7 million, respectively.as follows:

June 30,
($ in millions)202220212020
Net prior service credit$(15)$(20)$(6)
Net actuarial loss65 185 237 
Accumulated other comprehensive loss at the end of the year$50 $165 $231 
    Weighted-average assumptions used to determine benefit obligations at year endfiscal year-end were:
June 30,June 30,
202020192018202220212020
Discount rateDiscount rate2.0 %2.5 %2.3 %Discount rate3.8 %2.1 %2.0 %
Rate of compensation increaseRate of compensation increase1.9 %2.1 %1.9 %Rate of compensation increase2.3 %1.7 %1.9 %

    Weighted-average assumptions used to determine net periodic benefit cost at year endfor the fiscal years ended were:
81


June 30,June 30,
202020192018202220212020
Discount rateDiscount rate2.5 %2.3 %2.1 %Discount rate2.1 %2.0 %2.5 %
Rate of compensation increaseRate of compensation increase2.1 %1.9 %1.8 %Rate of compensation increase1.7 %1.9 %2.1 %
Expected long-term rate of return on plan assetsExpected long-term rate of return on plan assets4.5 %3.6 %4.1 %Expected long-term rate of return on plan assets3.8 %3.5 %4.5 %

    Where funded, the Company and, in some countries, the employees make cash contributions into the pension fund. In the case of unfunded plans, the Company is responsible for benefit payments as they fall due. Plan funding requirements are generally determined by local regulation and/or best practice and differ between countries. The local statutory funding positions are not necessarily consistent with the funded status disclosed on the consolidated balance sheet.sheets. For any funded plans in deficit (as measured under local country guidelines), the Company agrees with the trustees and plan fiduciaries to undertake suitable funding programs to provide additional contributions over time in accordance with local country requirements.
79


Contributions to the Company's defined benefit pension plans, not including unfunded plans, are expected to be $24.2$18 million over the next fiscal year.

    The following benefit payments for the succeeding five fiscal years and thereafter, which reflect expected future service, as appropriate, are expected to be paid:
(in millions)
2021$90.7 
202288.7 
202389.7 
202492.0 
202591.4 
2026-2030477.0 
($ in millions)
2023$70 
202475 
202573 
202676 
202776 
2028-2032408 

    The ERISA Benefit Plan Committee in the United States, the Pension Plan Committee in Switzerland, and the Trustees of the pension plans in Canada, Ireland, and UK establish investment policies, investment strategies, allocation strategies, and strategiesinvestment risk profiles for the Company's pension plan assets and are required to consult with the Company on changes to their investment policy. In developing the expected long-term rate of return on plan assets at each measurement date, the Company considers the plan assets' historical returns, asset allocations, and the anticipated future economic environment and long-term performance of the asset classes. While appropriate consideration is given to recent and historical investment performance, the assumption represents management's best estimate of the long-term prospective return.

    The pension plan assets measured at fair value were as follows:
June 30, 2020 June 30, 2022
(in millions)Level 1Level 2Level 3Total
($ in millions)($ in millions)Level 1Level 2Level 3Total
Equity securitiesEquity securities$114.3 $182.8 $ $297.1 Equity securities$111 $98 $— $209 
Government debt securitiesGovernment debt securities65.9 516.4  582.3 Government debt securities40 278 — 318 
Corporate debt securitiesCorporate debt securities59.9 162.0  221.9 Corporate debt securities33 100 — 133 
Real estateReal estate60.4  2.4 62.8 Real estate121 130 
Insurance contractsInsurance contracts— — 216 216 
Cash and cash equivalentsCash and cash equivalents41.8 6.8  48.6 Cash and cash equivalents21 — 24 
OtherOther18.1 6.6 453.7 478.4 Other26 134 165 
TotalTotal$360.4 $874.6 $456.1 $1,691.1 Total$217 $626 $352 $1,195 

 June 30, 2021
($ in millions)Level 1Level 2Level 3Total
Equity securities$139 $186 $— $325 
Government debt securities61 457 — 518 
Corporate debt securities74 180 — 254 
Real estate53 57 113 
Insurance contracts— — 301 301 
Cash and cash equivalents32 — 40 
Other12 15 181 208 
Total$371 $903 $485 $1,759 

Equity securities: Valued primarily at the closing prices reported in the active market in which the individual securities are traded (Level 1); or based on significant observable inputs such as fund values provided by the independent fund administrators (Level 2).

8280


 June 30, 2019
(in millions)Level 1Level 2Level 3Total
Equity securities$150.1 $137.3 $ $287.4 
Government debt securities128.6 177.8  306.4 
Corporate debt securities69.6 410.7  480.3 
Real estate60.7  2.3 63.0 
Cash and cash equivalents12.1 31.4  43.5 
Other10.7 0.1 439.6 450.4 
Total$431.8 $757.3 $441.9 $1,631.0 

EquityGovernment debt securities: Valued at the closing prices reported in the active market in which the individual securities are traded.

Government debt securities: Valued using thetraded (Level 1); or based on observable inputs such as fund values provided by independent fund administrators, pricing of similar agency issues, live trading feeds from several vendors, and benchmark yield.yield (Level 2).

Corporate debt securities: Valued usingat the closing prices reported in the active market in which the individual securities are traded (Level 1); or based on observable inputs includingsuch as fund values provided by independent fund administrators, or benchmark yields, reported trades, broker/dealer quotes, and issuer spreads, benchmark securities, bids, offers and reference data including market research publications.spreads. Inputs may be prioritized differently at certain times based on market conditions.conditions (Level 2).

Real estate: Valued at the closing prices reported in the active market in which the listed real estate fundsindividual securities are traded.traded (Level 1); or based on observable inputs such as fund values provided by independent fund administrators (Level 2).

Insurance contracts: Valued based on the value of the associated insured liabilities.

Cash and cash equivalents: Consist of cash on deposit with brokers and short-term money market funds and are shown net of receivables and payables for securities traded at period end but not yet settled.settled (Level 1) and cash indirectly held across investment funds (Level 2). All cash and cash equivalents are stated at cost, which approximates fair value.

Other:

Level 1: Mutual funds. A daily asset value is available for these assets.Derivatives valued as closing prices reported in the active market.

Level 2: Assets held in diversified growth funds, pooled funds, financing funds, and derivatives, where the value of the assets are determined by the investment managers or an external valuerother independent third parties, based on the probable value of the underlying assets.observable inputs.

Level 3: Indemnified plan assets and a buy-in policy, insurance contacts and pooled funds (equity, credit, macro-orientated, multi-strategy, cash, and other). The value of indemnified plan assets and the buy-in policy are determined based on the value of the liabilities that the assets cover. The value of insurance contracts is determined by the insurer based on the value of the insurance policies. The value of the pooled funds is calculated by the investment managers based on the net asset values of the underlying portfolios.

    The following table sets forth a summary of changes in the value of the Company's Level 3 assets:
($ in millions)
Balance as of June 30, 20192021$441.9485 
Actual return on plan assets15.8(61)
Purchases, sales, and settlements10.4(17)
Transfer out of Level 3(0.4)(5)
Foreign currency translation(11.6)(50)
Balance as of June 30, 20202022$456.1352 

8381


Note 1314 - Debt

Long-Term Debt

    The following table summarizes the carrying value of long-term debt at June 30, 20202022 and 2019,2021, respectively:
June 30, June 30,
(in millions)20202019
($ in millions)($ in millions)MaturitiesInterest rates20222021
Term debtTerm debt
U.S. dollar notes, $400 million (1)(2)U.S. dollar notes, $400 million (1)(2)Oct 20214.50 %— 400 
U.S. private placement notes, $275 million (1)(3)U.S. private placement notes, $275 million (1)(3)Dec 20215.95 %— 275 
Euro bonds, €300 million (1)Euro bonds, €300 million (1)Mar 20232.75 %313 357 
U.S. dollar notes, $500 million (4)U.S. dollar notes, $500 million (4)May 20254.00 %500 — 
U.S. dollar notes, $600 millionU.S. dollar notes, $600 millionApr 20263.63 %600 600 
U.S. dollar notes, $300 millionU.S. dollar notes, $300 millionSep 20263.10 %300 300 
Euro bonds, €500 millionEuro bonds, €500 millionJun 20271.13 %522 595 
U.S. dollar notes, $500 millionU.S. dollar notes, $500 millionMay 20284.50 %500 500 
U.S. dollar notes, $500 millionU.S. dollar notes, $500 millionJun 20302.63 %500 500 
U.S. dollar notes, $800 millionU.S. dollar notes, $800 millionMay 20312.69 %800 800 
Total term debtTotal term debt4,035 4,327 
Bank loansBank loans$416.7 $2,116.4 Bank loans22 
Commercial paper (1)Commercial paper (1)1,976.5 221.2 Commercial paper (1)2,310 1,817 
U.S. dollar notes due 2019, 2021, 2026, 2028 and 2030 (1)2,299.9 2,199.9 
U.S. private placement notes due 2021 (1)275.0 275.0 
Euro bonds due 2023 and 2027899.4 341.5 
Euro private placement notes due 2020 (1)112.4 113.7 
Other loansOther loans22.1 33.1 Other loans18 22 
Finance lease obligationsFinance lease obligations33.2 4.3 Finance lease obligations62 32 
Interest rate swap adjustment31.3 34.9 
Fair value hedge accounting adjustments (5)Fair value hedge accounting adjustments (5)(69)19 
Unamortized discounts and debt issuance costsUnamortized discounts and debt issuance costs(27.0)(25.6)Unamortized discounts and debt issuance costs(24)(30)
Total debtTotal debt6,039.5 5,314.4 Total debt6,354 6,191 
Less: current portionLess: current portion(11.1)(5.4)Less: current portion(14)(5)
Total long-term debtTotal long-term debt$6,028.4 $5,309.0 Total long-term debt$6,340 $6,186 
(1)Indicates debt which has been classified as long-term liabilities in accordance with the Company’s ability and intent to refinance such obligations on a long-term basis.

(2)
On July 15, 2021, the Company redeemed all $400 million outstanding amount of the 4.50% senior notes due October 2021.
        At June 30, 2020 and 2019, land, plant and buildings(3)On December 15, 2021, the Company redeemed U.S. private placement notes of a principal amount of $275 million at maturity using proceeds from the commercial paper program. The notes carried an interest rate of 5.95%.
(4)On May 17, 2022, the Company issued U.S. dollar notes with a carrying valuean aggregate principal amount of $30.5$500 million and $34.0 million, respectively, have been pledged as security for banka contractual maturity in May 2025. The notes pay a coupon of 4.00% per annum, payable semi-annually in arrears. The notes are unsecured senior obligations of the Company and other loans.are fully and unconditionally guaranteed by the Company and certain of its subsidiaries.
(5)Relates to fair value hedge basis adjustments relating to interest rate hedging.

    The following table summarizes the contractual maturities of the Company's long-term debt, including current maturities (excluding payments for finance leases) at June 30, 20202022 for the succeeding five fiscal years and thereafter:years:
(in millions)
2021$409.6 
2022 (1)1,424.7 
2023 (1)389.9 
2024 (2)1,292.1 
2025 
Thereafter2,485.7 
($ in millions)
2023$317 
2024— 
2025 (1)1,755 
2026600 
2027 (2)1,878 
(1)Commercial paper denominated in U.S. dollars is classified as maturing in 2022 and 2023,2025, supported by the 3 year and 4 year3-year syndicated facilities.facility, with a 1-year option to extend.
(2)Commercial paper denominated in Euros is classified as maturing in 2024,2027, supported by the 5 year5-year syndicated facility.facility, with a 1-year option to extend.

8482


Bank and other loans

    The GroupCompany has entered into syndicated and bilateral multi-currency credit facilities with financial institutions. The facilities' limits, maturitiesOn April 26, 2022, the Company terminated the three-, four-, and interest rates are as follows:
Original Facility LimitCurrent Facility LimitMaturityInterest Rate
(in millions)2019202020192020
364 day syndicated facility (1)$1,050.0 $ April 5, 2020LIBOR + 1.125%
3 year term syndicated facility750.0 400.0 April 30, 2022April 30, 2022LIBOR + 1.125%LIBOR + 1.125%
3 year syndicated facility750.0 750.0 April 30, 2022April 30, 2022LIBOR + 1.250%LIBOR + 1.250%
4 year syndicated facility1,500.0 1,500.0 April 30, 2023April 30, 2023LIBOR + 1.250%LIBOR + 1.250%
5 year syndicated facility1,500.0 1,500.0 April 30, 2024April 30, 2024LIBOR + 1.250%LIBOR + 1.250%
(1)The 364 dayfive-year syndicated facility was canceled on June 29, 2020.agreements, which collectively provided for $3.8 billion of credit facilities. On the same day, the Company entered into three
June 30, 2020
(in millions)Facility UsageUndrawn Commitments
3 year term syndicated facility400.0  
3 year syndicated facility (1) (2)750.0  
4 year syndicated facility (1) (2)46.8 1,453.2 
5 year syndicated facility (1) (2)1,179.8 320.2 
Secured bank loans11.0  
Total$2,387.6 $1,773.4 
June 30, 2019
(in millions)Facility UsageUndrawn Commitments
364 day syndicated facility$511.6 $538.4 
3 year term syndicated facility750.0  
3 year syndicated facility (1) (2)200.0 328.7 
4 year syndicated facility (1)1,155.2 344.8 
5 year syndicated facility (1) 1,500.0 
Secured bank loans2.4 14.3 
Total$2,619.2 $2,726.2 
(1)The 3, 4- and 5 year syndicated facilities support the Company's commercial paper borrowings.
(2)June 30, 2020 and 2019 commercial paper included in this syndicated facility.

        Facility fees of approximately 0.10% to 0.15% are payable on the undrawn commitments.

        The Company has access to a single, multi-tranchefive-year syndicated facility withagreements that each provide a grouprevolving credit facility of counterparty banks.$1.9 billion or $3.8 billion in total. The funding arrangements provide for $4.2 billion of facilities consisting of a 3 year term loan tranche expiringare unsecured and have contractual maturities in 2022, as well as 3, 4April 2025 and 5 year revolver tranches expiring between 2022 and 2024, which may be used to support our commercial paper borrowings.April 2027, respectively. The agreements include customary terms and conditions for a syndicated facility of this nature, and the revolving tranches have 2 12 month12-month options available to management to extend the maturity date.

    On September 25, 2019Interest charged on borrowings under the credit facilities is based on the applicable market rate plus the applicable margin. As of June 30, 2022 and December 15, 2019,2021, the Company canceled $250.0 million and $100.0 million, respectively, of the $750.0 million term loan facility.Company's credit facilities amounted to $3.8 billion.

    In April 2020,As of June 30, 2022 and 2021, the Company extendedhas $1.4 billion and $2.0 billion of undrawn commitments, respectively. The Company incurs facility fees of 0.125% on the maturity of a 364 day syndicatedundrawn commitments. Such facility by an additional six months to Octoberfees incurred were immaterial in the fiscal years ended June 30, 2022, 2021, and 2020, and reduced the facility size from $1,050.0 million to $840.0 million. This facility was canceled on June 29, 2020
85


following the issuance of $500.0 million 10 year senior unsecured notes on June 19, 2020 and €500.0 million 7 year senior unsecured notes on June 23, 2020.

U.S. Dollar Notes due 2030respectively.

    OnAt June 19, 2020, the Company completed an offering30, 2022 and 2021, land and buildings with a carrying value of $500.0$38 million aggregate principal amountand $19 million, respectively, have been pledged as security for bank and other loans.

Redemption of its Senior Unsecured Notes due 2030 (the "Notes due 2030") in a registered offering. The Notes due 2030 mature on June 19, 2030. The Company pays interest at 2.63% per annum, semi-annually in arrears on June 19 and December 19, commencing on December 19, 2020.term debt

    The Company may redeem someits long-term debt, in whole or all the notesin part, at any time at a redemption price equalor from time to the greater of the principal amount and a make-whole amount plus accrued and unpaid interest to the redemption date. On or after March 19, 2030 (three monthstime prior to the maturity date), the Company may redeem any note at aits maturity. The redemption price equal toprices typically represent 100% of the principal amount plus accrued and unpaid interest to the redemption date.

U.S. Dollar Notes due 2028

        On May 7, 2018, the Company completed an offering of $500.0 million aggregate principal amount of its Senior Unsecured Notes due 2028 (the "Notes due 2028") in a private offering. The Notes due 2028 mature on May 15, 2028. The Company pays interest at 4.5% per annum, semi-annually in arrears on May 15 and November 15, commencing on November 15, 2018. The Company may redeem some or all the notes at any time at a redemption price equal to the greater of the principal amount and a make-whole amount plus accrued and unpaid interest to the redemption date. On or after February 15, 2028 (three months prior to the maturity date), the Company may redeem any note at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to the redemption date.

U.S. Dollar Notes due 2026

        On April 19, 2016, the Company completed an offering of $600.0 million aggregate principal amount of its Senior Unsecured Notes due 2026 (the "Notes due 2026") in a private offering. The Notes due 2026 mature on April 28, 2026. The Company pays interest at 3.625% per annum, semi-annually in arrears on April 28 and October 28, commencing on October 28, 2016. The Company may redeem some or all the notes at any time at a redemption price equal to the greater of 100% of the principal amount and the sum of present value of the principal amount of the notes to be redeemed and the present value of the remaining scheduled payments of interest as determined by a quotation agent. On or after January 28, 2026 (three months prior to the maturity date), the redemption price will equal 100% of the principal amountrelevant debt plus any accrued and unpaid interest tointerest. In addition, for notes that are redeemed by the Company before their stated permitted redemption date.date, a make-whole premium is payable.

On December 15, 2021, the Company redeemed U.S. Dollar Notes due 2019, 2021 and 2026private placement notes of a principal amount of $275 million at maturity using the proceeds from the commercial paper program. The notes carried an interest rate of 5.95%.

    On June 11, 2019,July 15, 2021, the Company completed its acquisition of Bemis and assumed its Senior Unsecured Notes (the "Bemis Notes"). The Bemis Notes were issued on July 27, 2009, October 4, 2011 and September 15, 2016 and have an aggregate principal amount of $400.0redeemed all $400 million $399.9 million and $300.0 million and mature on August 1, 2019, October 15, 2021 and September 15, 2026. The Company pays interest at 6.80%, 4.50% and 3.10% per annum, semi-annually in arrears, on the Bemis Notes maturing in 2019, 2021 and 2026, respectively. The Company retired upon maturity the note due on August 1, 2019.

U.S. Private Placement Notes due 2016, 2018 and 2021

        On December 15, 2009, the Company completed an offering of $850.0 million aggregate principal amount of its Senior Unsecured Notes with bullet maturities of December 15, 2016 ($275.0 million), December 15, 2018 ($300.0 million) and December 15, 2021 ($275.0 million). The Company pays interest at 5.38%, 5.69% and 5.95% per annum respectively, semi-annually in arrears on June 15 and December 15, commencing on June 15, 2010. In December 2016 and December 2018, $275.0 million and $300.0 million, respectively, of aggregate principal amount was fully repaid. The Company may, at its option, redeem all, or from time to time any part of, the notes, in an amount not less than 5.0% of the aggregate principaloutstanding amount of the 4.50% senior notes then outstandingdue in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the applicable make-whole amounts determined for the prepayment date with respect to such principal amount.

Euro Bonds due 2027

        On June 23, 2020, the Company issued €500.0 million of unsecured Eurobond market borrowings with maturity June 23, 2027. The Company will pay interest at 1.125% per annum, annually in arrears, commencing on June 23, 2021. The Company may redeem some or all the notes at any timeOctober 2021 at a redemption price equal to the greater of the principal amount and a
86


make-whole amount plus accrued and unpaid interest to the redemption date. On or after April 23, 2027 (two months prior to the maturity date), the Company may redeem any note at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to the redemption date.interest.

Euro Bonds due 2023

        On March 22, 2013, the Company issued €300.0 million of unsecured Eurobond market borrowings with maturity March 22, 2023. The Company pays interest at 2.75% per annum, annually in arrears, commencing on March 22, 2014. A noteholder has the option to require the Company to redeem or, at the Company's option, purchase any notes held by it on the change of control put date (as defined in the agreement and conditional upon a credit rating downgrade to sub-investment grade) at the optional redemption amount together with interest accrued to (but excluding) the change of control put date.

Euro Private Placement Notes due 2020

        On September 1, 2010, the Company completed an offering of €150.0 million (of which €100.0 million were outstanding as of June 30, 2019) aggregate principal amount of its Senior Unsecured Notes due 2020 (the "Notes due 2020") in a private offering. The Notes due 2020 mature on September 1, 2020. The Company pays interest on the Notes due 2020 at 5.0% per annum, semi-annually in arrears on March 1 and September 1, commencing on March 1, 2011. The Company may, at its option, redeem all, or from time to time any part of, the notes, in an amount not less than 5.0% of the aggregate principal amount of the notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the applicable make-whole amounts determined for the prepayment date with respect to such principal amount.

Exchange of Notes Related to Bemis Acquisition

        On June 13, 2019, pursuant to terms and conditions of the offering memorandum and consent solicitation statement, dated as of May 8, 2019, Amcor Finance (USA), Inc. and Bemis Company, Inc. settled the exchange of various Senior and Guaranteed Senior Notes for new Guaranteed Senior Notes issued by the Issuers.

        Consent was received from Note holders who tendered approximately 91.7% of Notes across 5 notes (U.S. dollar notes due 2026 and 2028, and the Bemis Notes due 2019, 2021 and 2026). In return for the debt exchange, certain indenture terms and conditions were amended and/or removed relating to Bemis Company, Inc.

        Subsequently on April 23, 2020, 99.9% of these Notes were tendered by Note holders and exchanged under a Form S-1 Statement filed March 9, 2020. These Notes have been registered under the Securities Act, as described in an Exchange Offer Prospectus of the Company dated March 23, 2020.

Priority, Guarantees, and Financial Covenants

    All the notes are general unsecured senior obligations of the Company and are fully and unconditionally guaranteed on a joint and several basis by certain existing subsidiaries that guarantee its other indebtedness.

    The Company's primary bank debt facilities and notes are unsecured and subject to negative pledge arrangements limiting the amount of secured indebtedness the Company can incur to 10.0% of total tangible assets, subject to some exceptions and variations by facility. As of June 30, 2022, the Company is required to satisfy certain financial covenants pursuant to its bank loans and notes,debt facilities, which are tested as of the last day of each quarterly and annual financial period, including: a)period. The covenants require the Company to maintain a leverage ratio of not higher than 3.9 times, which is calculated as total net debt divided by Adjusted EBITDA and b) an interest coverage ratio, which is calculated as Adjusted EBITDA divided by net interest expense, as defined in the related debt agreements.EBITDA. As of June 30, 20202022 and 2019,2021, the Company was in compliance with all debt covenants.



83


Short-Term Debt

    Short-term debt which primarily consists of bank loans and bank overdrafts, is generally used to fund working capital requirements. The Company has classified commercial paper as long-term at June 30, 20202022 in accordance with the Company’s ability and intent to refinance such obligations on a long-term basis.

    The following table summarizes the carrying value of short-term debt at June 30, 20202022 and 2019, respectively.2021, respectively:
87


 June 30,
(in millions)20202019
Bank loans184.2 533.6 
Secured borrowings 152.7 
Bank overdrafts11.0 102.5 
Total short-term debt$195.2 $788.8 

 June 30,
($ in millions)20222021
Bank loans$32 $45 
Bank overdrafts104 53 
Total short-term debt$136 $98 
    As of June 30, 2020,2022, the Company paid a weighted-average interest rate of 2.97%1.40% per annum on short-term debt, payable at maturity. As of June 30, 2019,2021, the Company paid a weighted-average interest rate of 1.61%6.10% per annum, payable at maturity.

        The Company enters into factoring arrangements from time to time to sell trade receivables to third-party financial institutions. Agreements that do not qualify as true sales, as defined in ASC 860, are accounted for as secured borrowings and recorded in the consolidated balance sheet within short-term debt. The secured borrowings at June 30, 2019 reflect agreements that do not qualify as true sales.

8884


Note 1415 - Leases

    The components of lease expenseexpenses are as follows:
(in millions)Statement of Income LocationYear Ended June 30, 2020
Operating leases
Cost of sales$89.7
Selling, general and administrative expenses22.4
Finance leases
Cost of sales (amortization of right-of-use assets)1.8
Interest expense (interest on lease liabilities)0.8
Total lease cost (1)$114.7
Years ended June 30,
($ in millions)202220212020
Operating lease expense (1)$130 $113 $112 
Short-term and variable lease expense (2)17 20 — 
Finance lease expense
Amortization of right-of-use assets (2)
Interest on lease liabilities (3)
Total lease expense (1)$150 $136 $115 
(1)Includes short-term leasesIncluded in cost of sales and variable lease costs, which are immaterial.selling, general, and administrative expenses.
(2)Included in cost of sales.
(3)Included in interest expense.

    The Company's leases do not contain any material residual value guarantees or material restrictive covenants. AtAs of June 30, 2020,2022, the Company does not have material lease commitments that have not commenced.

    Supplemental balance sheet information related to leases was as follows:
(in millions)Balance Sheet LocationJune 30, 2020
Assets
Operating lease right-of-use assets, netOperating lease assets$525.3
Finance lease assets (1)Property, plant and equipment, net31.2
Total lease assets$556.5
Liabilities
Operating leases:
Current operating lease liabilitiesOther current liabilities$84.0
Non-current operating lease liabilitiesOperating lease liabilities465.7
Finance leases:
Current finance lease liabilitiesCurrent portion of long-term debt1.6
Non-current finance lease liabilitiesLong-term debt, less current portion31.6
Total lease liabilities$582.9
June 30,
($ in millions)Balance Sheet Location20222021
Assets
Operating lease right-of-use assets, netOperating lease assets$560 $532 
Finance lease assets (1)Property, plant, and equipment, net62 30 
Total lease assets$622 $562 
Liabilities
Operating leases:
Current operating lease liabilitiesOther current liabilities$101 $96 
Non-current operating lease liabilitiesOperating lease liabilities493 462 
Finance leases:
Current finance lease liabilitiesCurrent portion of long-term debt10 2 
Non-current finance lease liabilitiesLong-term debt, less current portion52 30 
Total lease liabilities$656 $590 
(1)Finance lease assets are recorded net of accumulated amortization of $5.8$9 million and $8 million at June 30, 2020.2022 and 2021, respectively.



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    Supplemental cash flow information related to leases was as follows:
(in millions)June 30, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$107.9
Operating cash flows from finance leases$0.7
Financing cash flows from finance leases$1.6
Lease assets obtained in exchange for new lease obligations:
Operating leases$63.2
Finance leases$31.3

89


Years ended June 30,
($ in millions)202220212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$122 $111 $108 
Operating cash flows from finance leases
Financing cash flows from finance leases
Lease assets obtained in exchange for new lease obligations:
Operating leases55 55 63 
Finance leases34 31 
    Maturities
    The following table presents the maturities of the Company's lease liabilities arerecorded on the consolidated balance sheets as follows:of June 30, 2022:
(in millions)Operating LeasesFinance Leases
Fiscal 202199.7 2.9 
Fiscal 202289.0 2.8 
Fiscal 202377.3 2.6 
Fiscal 202466.7 2.6 
Fiscal 202549.4 2.2 
Thereafter280.1 32.6 
Total lease payments662.2 45.7 
Less: imputed interest112.5 12.5 
Present value of lease liabilities$549.7 $33.2 
($ in millions)Operating LeasesFinance Leases
Fiscal year 2023$114 $12 
Fiscal year 2024103 12 
Fiscal year 202582 11 
Fiscal year 202674 
Fiscal year 202760 
Thereafter263 29 
Total lease payments696 73 
Less: imputed interest(102)(11)
Total lease liabilities$594 $62 

    The Company’s future minimum lease commitments as of June 30, 2019, under Accounting Standard Codification Topic 840, the predecessor to Topic 842, are as follows:
(in millions)Operating Leases
Fiscal 2020$97.6
Fiscal 202190.4
Fiscal 202277.7
Fiscal 202367.3
Fiscal 202455.9
Thereafter301.8
Total minimum obligations$690.7

    The weighted averageweighted-average remaining lease term and discount rate are as follows:
June 30, 2020
Weighted average remaining lease term (in years):
Operating leases9.6
Finance leases18.2
Weighted average discount rate:
Operating Leases3.8%
Finance leases3.9%
June 30,
20222021
Weighted-average remaining lease term (in years):
Operating leases9.08.5
Finance leases10.117.2
Weighted-average discount rate:
Operating Leases3.3 %3.5 %
Finance leases2.9 %3.8 %

9086


Note 1516 - Shareholders' Equity

    The changes in ordinary and treasury shares during fiscal years 2020, 20192022, 2021, and 20182020, were as follows:
Ordinary SharesTreasury SharesOrdinary SharesTreasury Shares
(shares and dollars in millions)(shares and dollars in millions)Number of SharesAmountNumber of SharesAmount(shares and dollars in millions)Number of SharesAmountNumber of SharesAmount
Balance as of June 30, 20171,158.1  0.7 (8.1)
Balance as of June 30, 2019Balance as of June 30, 20191,626 $16 1 $(16)
Share buyback/cancellationsShare buyback/cancellations(57)— — — 
Options exercised and shares vested  (6.0)75.5 
Settlement of forward contracts to purchase own equity to meet share base incentive plans, net of tax  3.0 (39.0)
Purchase of treasury shares  3.2 (39.1)
Balance as of June 30, 20181,158.1  0.9 (10.7)
Net shares issued 11.6   
Options exercised and shares vested  (4.0)41.5 
Settlement of forward contracts to purchase own equity to meet share base incentive plans, net of tax  2.5 (25.1)
Purchase of treasury shares  2.0 (21.8)
Acquisition of Bemis467.8 4.7   
Balance as of June 30, 20191,625.9 16.3 1.4 (16.1)
Share buy-back/cancellations(57.4)(0.6)  
Options exercised and shares vestedOptions exercised and shares vested  (1.4)16.1 Options exercised and shares vested— — (1)16 
Purchase of treasury sharesPurchase of treasury shares  6.7 (67.0)Purchase of treasury shares— — (67)
Balance as of June 30, 2020Balance as of June 30, 20201,568.5 15.7 6.7 (67.0)Balance as of June 30, 20201,569 16 7 (67)
Share buyback/cancellationsShare buyback/cancellations(31)(1)— — 
Options exercised and shares vestedOptions exercised and shares vested— — (5)46 
Purchase of treasury sharesPurchase of treasury shares— — (8)
Balance as of June 30, 2021Balance as of June 30, 20211,538 15 3 (29)
Share buyback/cancellationsShare buyback/cancellations(49)— — — 
Options exercised and shares vestedOptions exercised and shares vested— — (13)154 
Purchase of treasury sharesPurchase of treasury shares— — 12 (143)
Balance as of June 30, 2022Balance as of June 30, 20221,489 $15 2 $(18)

9187


    The changes in the components of accumulated other comprehensive income (loss)loss during the fiscal years ended June 30, 2020, 20192022, 2021, and 20182020 were as follows:
Foreign Currency TranslationNet Investment HedgePensionEffective DerivativesTotal Accumulated Other Comprehensive Income (Loss)
(in millions)(Net of Tax)(Net of Tax)(Net of Tax)(Net of Tax)
Balance as of June 30, 2017$(713.3)$ $(58.2)$(6.6)$(778.1)
Other comprehensive income (loss) before reclassifications44.0  25.8 1.4 71.2 
Amounts reclassified from accumulated other comprehensive income (loss)  1.8 (3.4)(1.6)
Net current period other comprehensive income (loss)44.0  27.6 (2.0)69.6 
Balance as of June 30, 2018(669.3) (30.6)(8.6)(708.5)
Other comprehensive income (loss) before reclassifications59.9 (11.2)(62.0)(5.4)(18.7)
Amounts reclassified from accumulated other comprehensive income (loss)  3.0 1.8 4.8 
Net current period other comprehensive income (loss)59.9 (11.2)(59.0)(3.6)(13.9)
Balance as of June 30, 2019(609.4)(11.2)(89.6)(12.2)(722.4)
Other comprehensive income (loss) before reclassifications(297.6)(2.3)(24.9)(27.6)(352.4)
Amounts reclassified from accumulated other comprehensive income (loss)11.1  8.5 5.9 25.5 
Net current period other comprehensive income (loss)(286.5)(2.3)(16.4)(21.7)(326.9)
Balance as of June 30, 2020$(895.9)$(13.5)$(106.0)$(33.9)$(1,049.3)
Foreign Currency TranslationNet Investment HedgePensionEffective DerivativesTotal Accumulated Other Comprehensive Loss
($ in millions)(Net of Tax)(Net of Tax)(Net of Tax)(Net of Tax)
Balance as of June 30, 2019$(609)$(11)$(90)$(12)$(722)
Other comprehensive loss before reclassifications(298)(2)(25)(28)(353)
Amounts reclassified from accumulated other comprehensive loss11 — 26 
Net current period other comprehensive loss(287)(2)(16)(22)(327)
Balance as of June 30, 2020(896)(13)(106)(34)(1,049)
Other comprehensive income before reclassifications179 — 44 25 248 
Amounts reclassified from accumulated other comprehensive loss26 — 35 
Net current period other comprehensive income205 — 52 26 283 
Balance as of June 30, 2021(691)(13)(54)(8)(766)
Other comprehensive income/(loss) before reclassifications(220)— 85 (129)
Amounts reclassified from accumulated other comprehensive loss19 — (13)15 
Net current period other comprehensive income/(loss)(201)— 94 (7)(114)
Balance as of June 30, 2022$(892)$(13)$40 $(15)$(880)

9288


    The following tables provide details of amounts reclassified from Accumulatedaccumulated other comprehensive income (loss):loss:
For the years ended June 30,For the years ended June 30,
(in millions)202020192018
($ in millions)($ in millions)202220212020
Amortization of pension:Amortization of pension:Amortization of pension:
Amortization of prior service creditAmortization of prior service credit$(1.6)$(1.7)$(2.2)Amortization of prior service credit$(3)$(2)$(2)
Amortization of actuarial lossAmortization of actuarial loss5.4 3.4 5.2 Amortization of actuarial loss
Acquisition/disposal lossAcquisition/disposal loss— — 
Effect of pension settlement/curtailmentEffect of pension settlement/curtailment5.6 2.2 (0.7)Effect of pension settlement/curtailment
Total before tax effectTotal before tax effect9.4 3.9 2.3 Total before tax effect11 10 
Tax benefit on amounts reclassified into earnings(0.9)(0.9)(0.5)
Tax effect on amounts reclassified into earningsTax effect on amounts reclassified into earnings(2)— (1)
Total net of taxTotal net of tax$8.5 $3.0 $1.8 Total net of tax$9 $8 $9 
(Gains) losses on cash flow hedges:
(Gains)/losses on cash flow hedges:(Gains)/losses on cash flow hedges:
Commodity contractsCommodity contracts$5.5 $1.6 $(3.2)Commodity contracts$(20)$(1)$
Forward exchange contractsForward exchange contracts1.2 0.2 (0.2)Forward exchange contracts— — 
Treasury locksTreasury locks0.2   Treasury locks— 
Total before tax effectTotal before tax effect6.9 1.8 (3.4)Total before tax effect(17)
Tax benefit on amounts reclassified into earnings(1.0)  
Tax effect on amounts reclassified into earningsTax effect on amounts reclassified into earnings— (1)
Total net of taxTotal net of tax$5.9 $1.8 $(3.4)Total net of tax$(13)$1 $6 
(Gains) losses on foreign currency translation:
Losses on foreign currency translation:Losses on foreign currency translation:
Foreign currency translation adjustment (1)Foreign currency translation adjustment (1)$11.1 $ $ Foreign currency translation adjustment (1)$19 $26 $11 
Total before tax effectTotal before tax effect11.1   Total before tax effect19 26 11 
Tax benefit on amounts reclassified into earnings   
Tax effect on amounts reclassified into earningsTax effect on amounts reclassified into earnings— — — 
Total net of taxTotal net of tax$11.1 $ $ Total net of tax$19 $26 $11 
(1)IncludesDuring the fiscal year ended June 30, 2022, the Company effectively disposed of a non-core business and transferred $19 million of accumulated foreign currency translation from accumulated other comprehensive loss to earnings. During the fiscal year ended June 30, 2021, the Company recorded a gain on disposal of AMVIG and other non-core businesses. Upon completion of the sales, $26 million of accumulated foreign currency translation was transferred from accumulated other comprehensive loss to earnings. Refer to Note 8, "Equity Method and Other Investments" for further information on the disposal of AMVIG and Note 5, "Divestitures" for more information about the Company's other disposals. The fiscal year ended June 30, 2020 includes the loss on sale of the EC Remedy of $8.8$9 million, which is the result of the reclassification of accumulated foreign currency translation amounts from accumulated other comprehensive incomeloss to earnings. Refer to Note 5, "Discontinued6, "Held for Sale and Discontinued Operations" for more information.

Forward contracts to purchase own shares

    The Company's employee share plans require the delivery of shares to employees in the future when rights vest or vested options are exercised. The Company currently acquires shares on the open market to deliver shares to employees to satisfy vesting or exercising commitments. This exposes the Company to market price risk.

    To manage the market price risk, the Company has entered into forward contracts for the purchase of its ordinary shares. As of June 30, 2020,2022, the Company has entered into forward contracts that mature inbetween November 2022 and June 20212023 to purchase 2.014 million shares at ana weighted average price of $10.68.$12.67. As of June 30, 2019,2021, the Company had outstanding forward contracts for 1.08 million shares at a weighted average price of $11.00$11.65 that matured in June 2020.2022.

    The forward contracts to purchase the Company's own shares are classified as a current liability. Equity is reduced by an amount equal to the fair value of the shares at inception. The carrying value of the forward contracts at each reporting period was determined based on the present value of the cost required to settle the contract.contracts.

9389


Note 1617 - Income Taxes

    Amcor plc is a tax resident of the United Kingdom of Great Britain and Northern Ireland ("UK"). Prior to the acquisition of Bemis, the ultimate parent of the Company at June 30, 2018 was Amcor Limited, which was a tax resident of Australia.

    The components of income from continuing operations before income taxes and equity in income income/(loss) of affiliated companies were as follows:
Years ended June 30,
(in millions)202020192018
Domestic(35.6)$31.7 $(206.6)
Foreign860.8 572.4 929.5 
Total income before income taxes and equity in income (loss) of affiliated companies$825.2 $604.1 $722.9 
Years ended June 30,
($ in millions)202220212020
Domestic (UK)$(58)$(25)$(36)
Foreign1,173 1,218 861 
Total income from continuing operations before income taxes and equity in income/(loss) of affiliated companies$1,115 $1,193 $825 

    Income tax expense consisted of the following:
Years ended June 30,Years ended June 30,
(in millions)202020192018
($ in millions)($ in millions)202220212020
Current taxCurrent taxCurrent tax
Domestic0.5 $7.2 $0.2 
Domestic (UK)Domestic (UK)$$11 $
ForeignForeign300.1 91.5 192.1 Foreign331 246 300 
Total current taxTotal current tax300.6 98.7 192.3 Total current tax333 257 301 
Deferred taxDeferred taxDeferred tax
Domestic1.0 (3.2)(21.3)
Domestic (UK)Domestic (UK)(10)(1)
ForeignForeign(114.7)76.0 (52.2)Foreign(23)(115)
Total deferred taxTotal deferred tax(113.7)72.8 (73.5)Total deferred tax(33)4 (114)
Income tax expenseIncome tax expense$186.9 $171.5 $118.8 Income tax expense$300 $261 $187 

    The deferred tax benefit in fiscal year 2020 related to undistributed foreign earnings and included the tax impact of the EC Remedy sale of $83 million.

    The following is a reconciliation of income tax computed at the UK statutory tax rate of 18.5%19.0%, 19%19.0%, and 30% (Australian)18.5% for fiscal years 2020, 20192022, 2021, and 2018,2020, respectively, to income tax expense.
Years ended June 30,Years ended June 30,
(in millions)202020192018
($ in millions)($ in millions)202220212020
Income tax expense at statutory rateIncome tax expense at statutory rate$152.7 $114.8 $216.9 Income tax expense at statutory rate$212 $227 $153 
Foreign tax rate differentialForeign tax rate differential70.2 59.5 (40.8)Foreign tax rate differential43 18 70 
Tax-exempt income  5.7 
Non-deductible expenses13.2 5.6 (7.7)
Non-deductible expenses, non-taxable items, netNon-deductible expenses, non-taxable items, net(2)13 
Tax law changesTax law changes(30.5)(2.3)(52.9)Tax law changes(1)(1)(30)
Change in valuation allowanceChange in valuation allowance(16.5)(5.9)5.3 Change in valuation allowance40 (17)
Other(2.2)(0.2)(7.7)
Uncertain tax positions, netUncertain tax positions, net62 32 — 
Other (1)Other (1)(18)(57)(2)
Income tax expenseIncome tax expense$186.9 $171.5 $118.8 Income tax expense$300 $261 $187 

(1)In fiscal year 2022, Other is comprised of adjustments to prior year, movements in deferred tax positions of $13 million, and other individually immaterial items. In fiscal year 2021, Other is comprised of adjustments to prior fiscal year, including one related to the crystallization of benefits from business restructuring of $45 million and other individually immaterial items.

    Amcor operates in over 40 different jurisdictions with a wide range of statutory tax rates. The tax expense from operating in non-UK jurisdictions in excess of the UK statutory tax rate is included in the line "Foreign tax rate differential" in the above tax rate reconciliation table. For fiscal year 2020,2022, the Company's effective tax rate was 22.6%26.9% as compared to the effective tax rates of 28.4%21.9% and 16.4%22.6% for fiscal years 20192021 and 2018, respectively.2020, respectively, with the increase in fiscal year 2022 predominantly attributable to an increase in tax provisions for uncertain tax positions. For fiscal year 2021, the Company's effective tax rate was higher than its UK statutory tax rate primarily due to pretax income being earned in jurisdictions outside
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of the UK where the applicable tax rates are higher than the UK statutory tax rate. The fiscal year 2020 foreign tax rate differential reflects a benefit related to Swiss tax law changes, which was mostly offset by current period tax charges related to true-up adjustments. Refer to the section "Swiss Tax Reform" in this footnote for a discussion of the benefit realized forimpacts of the Swiss tax law changes which the Company recognized in the last three fiscal year 2020.years.

        For fiscal year 2020, the Company's effective tax rate for the year was higher than its UK statutory tax rate primarily due to pretax income being earned in jurisdictions outside of the UK where the applicable tax rates are higher than the UK statutory tax rate.
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    Significant components of deferred tax assets and liabilities are as follows:
June 30,
(in millions)20202019
Deferred tax assets
Inventories23.3 6.3 
Accrued employee benefits126.3 103.1 
Provisions5.1 14.1 
Net operating loss carryforwards252.8 275.0 
Tax credit carryforwards49.0 49.9 
Accruals and other65.9 122.7 
Total deferred tax assets522.4 571.1 
Valuation allowance(363.8)(290.9)
Net deferred tax assets158.6 280.2 
Deferred tax liabilities
Property, plant and equipment(306.6)(329.2)
Other intangible assets, including impacts from Swiss tax reform(349.5)(638.5)
Trade receivables(7.2)(6.7)
Derivatives(5.4)(20.4)
Undistributed foreign earnings(26.9)(106.2)
Total deferred tax liabilities(695.6)(1,101.0)
Net deferred tax liability(537.0)(820.8)
Deferred tax assets135.4 190.9 
Deferred tax liabilities(672.4)(1,011.7)
Net deferred tax liability$(537.0)$(820.8)

        Deferred tax liabilities relating to other intangible assets is shown net of a deferred tax asset arising from Swiss tax reform which was recorded in the fourth quarter of fiscal year 2020 and reflected in the balance as at June 30, 2020. A valuation allowance is recorded against the deferred tax asset to bring the net amount recorded to the amount more likely than not to be realized. Refer to the section titled "Swiss Tax Reform" for more information. 
June 30,
($ in millions)20222021
Deferred tax assets
Inventories$15 $22 
Accrued employee benefits62 101 
Provisions18 10 
Net operating loss carryforwards325 293 
Tax credit carryforwards39 40 
Accruals and other48 63 
Total deferred tax assets507 529 
Valuation allowance(407)(403)
Net deferred tax assets100 126 
Deferred tax liabilities
Property, plant, and equipment(319)(325)
Other intangible assets, including gross impacts from Swiss tax reform(304)(326)
Trade receivables— (7)
Derivatives(4)— 
Undistributed foreign earnings(20)(25)
Total deferred tax liabilities(647)(683)
Net deferred tax liability(547)(557)
Balance sheet location:
Deferred tax assets130 139 
Deferred tax liabilities(677)(696)
Net deferred tax liability$(547)$(557)

    The Company maintains a valuation allowance on net operating losses and other deferred tax assets in jurisdictions for which it does not believe it is more likely than not to realize those deferred tax assets based upon all available positive and negative evidence, including historical operating performance, carry-back periods, reversal of taxable temporary differences, tax planning strategies, and earnings expectations. The Company's valuation allowance increased by $72.9$4 million, increased by $20.4$40 million, and increased by $5.3$73 million for fiscal year 2022, 2021, and 2020, 2019 and 2018, respectively. The increase of the Company’s valuation allowance for the fiscal year ended June 30, 2020 is primarily attributed to the valuation allowance on the deferred tax asset arising from Swiss tax reform.

        The decrease in deferred tax liability related to undistributed foreign earnings in fiscal year 2020 includes the tax impact of the EC Remedy sale of $82.5 million.

    As of June 30, 2020,2022 and 2021, the Company has UKhad total net operating loss carry forwards, including capital losses, (tax effected)in the amount of $1,178 million and $1,085 million, respectively, and tax credits in the amount of approximately $2.9$39 million thatand $40 million, respectively. The vast majority of the losses and tax credits do not expire. The Company has non-UK net operating losses (tax effected) and other tax attribute carryforwards of $50.9 million, the majority of which do not expire. The Company recorded valuation allowances against deferred tax assets associated with these net operating losses and tax credits. The benefits of these carryforwards are dependent upon the generation of taxable income in the jurisdictions in which they arose.

    The Company considers the following factors, among others, in evaluating its plans for indefinite reinvestment of its subsidiaries' earnings: (i) the forecasts, budgets, and financial requirements of the Company and its subsidiaries, both for the long termlong-term and for the short term;short-term; and (ii) the tax consequences of any decision to repatriate or reinvest earnings of any subsidiary. TheAs of June 30, 2022, the Company has not provided deferred taxes on approximately $968.2$1,093 million of earnings in certain foreign subsidiaries because such earnings are indefinitely reinvested in its international operations. Upon distribution of such earnings in the form of dividends or otherwise, the Company may be subject to incremental foreign tax. It is not practicable to estimate the amount of
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foreign tax that might be payable. AAs of June 30, 2022, a cumulative deferred tax liability of $26.9$20 million has been recorded attributable to undistributed earnings that the Company has deemed are no longer indefinitely reinvested. The remaining undistributed earnings of the Company's subsidiaries are not deemed to be indefinitely reinvested and can be repatriated at no tax cost. Accordingly, there is no provision for income or withholding taxes on these earnings.

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    The Company accounts for its uncertain tax positions in accordance with ASC 740, "Income Taxes." At June 30, 20202022 and 2019,2021, unrecognized tax benefits totaled $101.1$195 million and $102.6$133 million, respectively, all of which would favorably impact the effective tax rate if recognized.

    The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. During the fiscal years ended June 30, 2020, 20192022, 2021, and 2018,2020, the Company's accrual for interest and penalties for these uncertain tax positions was $7.1was $12 million, $13.8$12 million, and $2.9$7 million, respectively.respectively. The Company does not currently anticipate that the total amount of unrecognized tax benefits will result in material changes to its financial position within the next 12 months.

    A reconciliation of the beginning and ending amount of unrecognized tax benefits for the fiscal years presented is as follows:
June 30,June 30,
(in millions)202020192018
($ in millions)($ in millions)202220212020
Balance at the beginning of the yearBalance at the beginning of the year$102.6 $74.5 $65.1 Balance at the beginning of the year$133 $101 $102 
Additions based on tax positions related to the current yearAdditions based on tax positions related to the current year18.7 12.5 6.6 Additions based on tax positions related to the current year50 39 19 
Additions for tax positions of prior yearsAdditions for tax positions of prior years2.3 8.2 8.9 Additions for tax positions of prior years19 
Reductions for tax positions from prior yearsReductions for tax positions from prior years(13.2)(3.7)(5.3)Reductions for tax positions from prior years(6)(12)(13)
Reductions for settlementsReductions for settlements(7.0)(5.8) Reductions for settlements— — (7)
Reductions due to lapse of statute of limitationsReductions due to lapse of statute of limitations(2.3)(12.8)(0.8)Reductions due to lapse of statute of limitations(1)(2)(2)
Additions related to acquisitions 29.7  
Balance at the end of the yearBalance at the end of the year$101.1 $102.6 $74.5 Balance at the end of the year$195 $133 $101 

    The Company conducts business in a number of tax jurisdictions and, as such, is required to file income tax returns in multiple jurisdictions globally. The fiscal years 2016 through 20192021 remain open for examination by the United States Internal Revenue Service ("IRS"), the fiscal year 20192020 remains open for examination by Her Majesty’s Revenue & Customs ("HMRC"), and the fiscal years 2011 through 20192021 are currently subject to audit or remain open for examination in various U.S. states and non-U.S. tax jurisdictions.

    The Company believes that its income tax reserves are adequately maintained taking into consideration both the technical merits of its tax return positions and ongoing developments in its income tax audits. However, the final determination of the Company's tax return positions, if audited, is uncertain and therefore there is a possibility that final resolution of these matters could have a material impact on the Company's results of operations or cash flows.

Swiss Tax Reform

    During the fiscal year ended June 30, 2020, Swiss tax laws were changed in order to remove certain tax regimes and replace these with new measures that are hereafter referred to as "Swiss Tax Reform." In the fourth quarter of fiscal year 2020, the Company obtained confirmation from local authorities as to the methodology to calculate the future benefits and recorded the impact. The net impact wasCompany recorded a benefit of $21.7$22 million which consisted ofat June 30, 2020 related to a reduction in deferred tax expense from an allowed step-up of intangible assets for tax purposes.purposes, an additional benefit of $2 million during fiscal year 2021, and a decrease of $2 million during fiscal year 2022.


9692


Note 1718 - Share-based Compensation

    The Company's equity incentive plans include grants of share options, restricted shares/units, performance shares, performance rights, and share rights to directors, officers and employees. In certain countries and in selected cases, cash equivalent awards are provided in the event that the issuance of equity awards is not compliant with local legislation and tax laws.rights.

Cash-Settled Awards

        Cash-settled awards may be granted to directors, officers and employees of the Company in lieu of, or in addition to, participation in other programs.

        Such awards are accounted for as liabilities and are remeasured to fair value at each balance sheet date.

        Liabilities for cash-settled share-based compensation are as follows:
June 30,
(in millions)20202019
Total carrying amount of liabilities for cash settled arrangements$1.1 $2.7 

        During    In fiscal years 2020, 20192022, 2021, and 2018, the Company paid $1.6 million, $2.3 million and $1.6 million in cash, respectively, to settle these plans.

Equity-Settled Awards

Share Options

        In fiscal year 2020, share options and performance rights or performance shares (awarded to U.S. participants in place of performance rights) were granted to officers and employees. The exercise price for sharesshare options was set at the time of grant. There were 0 share options granted in fiscal year 2019 as they were deferred due to the transaction with Bemis.

The requisite service period for outstanding share options, in fiscal year 2020performance rights, or performance shares ranges from two to fourthree years. The awards are also subject to performance and market conditions. At vesting, share options can be exercised and converted to ordinary shares on a 1-for-one basis, subject to payment of the exercise price. The maximum contractual term of the share options in fiscal year 2020 ranges from five to sevensix years from the grant date.

        The fair value of the share options granted in fiscal year 2020 was estimated using the Black-Scholes option pricing model that uses the assumptions noted in the following table At vesting, performance rights can be exercised and converted to produceordinary shares on a Monte Carlo simulation. The fair value of share options granted was estimated using the following assumptions:
June 30,
20202019
Expected dividend yield (%) (1)4.6 %N/A
Expected share price volatility (%) (2)18.0 %N/A
Risk-free interest rate (%) (3)1.8 %N/A
Expected life of options (in years) (4)5.7N/A
(1)Determined assuming no change in dividend payout during the expected term of the option.
(2)Determined based1-for-one basis. Performance shares vest automatically and convert to ordinary shares on the observed historical volatility for the Company's ordinary share price.
(3)Determined based on the yields on U.S. Treasury Bonds in effect at the time of grant with maturities approximately equal to the share options' expected term.
(4)Determined considering the options' contractual terms, historical exercise and post-vesting termination patterns.

        The Company reassesses the probability of vesting at each reporting period and adjusts compensation expense based on its probability assessment.

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        Changes in outstanding share options for the year were as follows:
Share OptionsWeighted-average Exercise PriceWeighted-average Contractual Life
(in millions)(in years)
Share options outstanding at June 30, 201910.8 $10.32 3.6
Granted49.6 10.33 5.7
Exercised(0.2)6.08 6.9
Forfeited(4.2)10.63 6.0
Share options outstanding at June 30, 202056.0 $10.32 5.3
Vested and exercisable at June 30, 20202.5 $8.78 1.6

        The aggregate intrinsic value (difference in exercise price and closing price at that date) for all share options outstanding at June 30, 2020 was 0. The aggregate intrinsic value for share options vested and exercisable at June 30, 2020 was $3.6 million. The Company received $1.1 million, $19.3 million and $28.1 million and realized a tax benefit of $0.2 million, $5.5 million and $12.3 million on the exercise of stock options during the fiscal years ended June 30, 2020, 2019 and 2018, respectively. During the fiscal years ended June 30, 2020, 2019 and 2018, the intrinsic value associated with the exercise of share options was $0.7 million, $8.3 million and $20.6 million, respectively.

1-for-one basis.
        The weighted-average grant date fair value of share options granted and the fair value of share options vested was as follows:
Years ended June 30,
202020192018
Weighted average grant date fair value of share options granted$0.7 N/A$1.1 
Fair value of share options vested (in millions)$0.3 $3.8 $5.3 

Restricted Shares/Units

    Restricted shares/units may be granted to directors, officers, and employees of the Company and vest on terms as described in the award. The restrictions prevent the participant from disposing of the restricted shares/units during the vesting period.

The fair value of restricted shares/units is determined based on the closing price of the Company's shares on the grant date. Changes in the restricted shares/units for the year were as follows:
Restricted Shares/UnitsWeighted-average Grant Date Fair Value
(in millions)
Non-vested restricted shares/units at June 30, 20190.5 $11.4 
Granted0.4 10.1 
Exercised(0.2)12.1 
Forfeited  
Non-vested restricted shares/units at June 30, 20200.7 $10.4 

        The weighted-average grant date fair value of restricted shares granted and the fair value of restricted shares/units vested was as follows:
Years ended June 30,
202020192018
Weighted-average grant date fair value of restricted shares granted$10.1 N/A$11.5 
Fair value of restricted shares/units vested (in millions)$2.1 $0.2 $1.8 
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Performance Rights and Performance Shares

        In fiscal year 2020, performance rights or performance shares (awarded to U.S. participants in place of performance rights) were granted to officers and employees. There were 0 performance rights or performance shares granted in fiscal year 2019 as they were deferred due to the transaction with Bemis.

        The requisite service period for outstanding performance rights or performance shares in fiscal year 2020 ranges from two to four years. The awards are also subject to performance and market conditions. At vesting, performance rights can be exercised and converted to ordinary shares on a 1-for-one basis. Performance shares vest automatically and convert to ordinary shares on a 1-for-one basis. There is 0 amount payable by the participant.

        The fair value of the performance rights and performance shares granted in fiscal year 2020 was estimated using the Black-Scholes option pricing model that uses the assumptions noted in the following table to produce a Monte Carlo simulation. The fair value of the performance rights and performance shares was estimated using the following assumptions:
June 30,
20202019
Expected dividend yield (%) (1)4.6 %N/A
Expected share price volatility (%) (2)18.0 %N/A
Risk-free interest rate (%) (3)1.8 %N/A
(1)Determined assuming no change in dividend payout during the expected term of the performance rights/performance shares.
(2)Determined based on the observed historical volatility for the Company's ordinary share price.
(3)Determined based on the yields on U.S. Treasury Bonds in effect at the time of grant with maturities approximately equal to the performance rights/performance shares expected term.
Performance Rights/Performance SharesWeighted-Average Grant Date Fair Value
(in millions)
Non-vested performance rights/performance shares at June 30, 20191.7 $6.3 
Granted5.7 6.7 
Exercised(0.2)7.1 
Forfeited(0.7)7.0 
Non-vested performance rights/performance shares at June 30, 20206.5 $6.5 

        The weighted average grant date fair value of performance rights and performance shares granted and the fair value of performance rights/performance shares’ vested was as follows:
Years ended June 30,
202020192018
Weighted-average grant date fair value of performance rights/performance shares granted$6.7 N/A$6.3 
Fair value of performance rights/performance shares vested (in millions)$1.5 $0.1 $0.8 

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Share Rights

    Share rights may be granted to directors, officers, and employees of the Company and vest on terms as described in the award. The restrictions prevent the participant from disposing of the share rights during the vesting period.

The fair value of share rights is determined based on the closing price of the Company's shares on the grant date, adjusted for dividend yield. Changes in the share rights for the year were as follows:
Share RightsWeighted-Average Grant Date Fair Value
(in millions)
Non-vested share rights at June 30, 20191.5 $10.0 
Granted1.0 8.8 
Exercised(0.9)11.3 
Forfeited(0.1)10.0 
Non-vested share rights at June 30, 20201.5 $8.4 

        The weighted-average grant date fair value of share rights granted and the fair value of shares vested was as follows:
Years ended June 30,
202020192018
Weighted-average grant date fair value of share rights granted$8.8 $9.2 $11.0 
Fair value of share rights vested (in millions)$10.7 $13.9 $12.9 

Compensation Expense

        Share-based compensation expense of $34.0 million, $18.6 million and $21.0 million was primarily recorded in general and administrative expenses for fiscal years 2020, 2019 and 2018, respectively.

        Compensation expense for share-based awards recognized in the consolidated income statements, net of estimated forfeitures, was as follows:
Years ended June 30,
(in millions)202020192018
Share options$11.4 $2.8 $3.0 
Restricted shares/units2.6 1.6 2.8 
Performance rights/performance shares11.8 3.0 2.9 
Share rights8.2 8.5 9.7 
Cash-settled awards 2.7 2.6 
Total share-based compensation expense$34.0 $18.6 $21.0 

    As of June 30, 2020,2022, 47 million shares were reserved for future grants. The Company uses treasury shares to settle share-based compensation obligations. Treasury shares are acquired through market purchases throughout the fiscal year for the required number of shares.

    Share-based compensation expense was primarily recorded in selling, general, and administrative expenses in the consolidated statements of income. The total share-based compensation expense was as follows:    
For the years ended June 30,
($ in millions)202220212020
Share-based compensation expense$63 $58 $34 

    As of June 30, 2022, there was $73.4$87 million of total unrecognized compensation cost related to all unvested share options restricted shares/units, performance shares/performance rights and share rights.other equity incentive plans. That cost is expected to be recognized over a weighted averageweighted-average period of 2.11.8 years.

    The weighted-average grant date fair values by type of equity incentive plan for awards granted in fiscal years 2022, 2021 and 2020 were as follows:
For the years ended June 30,
(in $ per unit of award)202220212020
Share options (1)1.29 1.08 0.74 
Restricted shares/units11.62 11.06 10.15 
Performance rights/shares (2)9.40 7.22 6.70 
Share rights11.44 10.22 8.80 
(1)The fair value of share options was determined using Black-Scholes option pricing model with the following key assumptions for the fiscal years ended June 30, 2022, 2021and 2020, respectively: risk-free interest rate of 1.0% (2021: 0.2%, 2020:1.8%), expected share-price volatility of 22.0% (2021: 25.0%, 2020:18.0%), expected dividend yield of 4.1% (2021: 4.7%, 2020:4.6%), and expected life of options of 6.1 years (2021: 6.1 years, 2020:5.7 years).
(2)The fair value of performance rights/shares was determined using a combination of Black-Scholes option pricing model and Monte Carlo simulation. The key assumptions for the fiscal years ended June 30, 2022, 2021and 2020, respectively, were: risk-free interest rate of 0.4% (2021: 0.2%, 2020:1.8%), expected share-price volatility of 22.0% (2021: 25.0%, 2020:18.0%), and expected dividend yield of 4.1% (2021: 4.7%, 2020:4.6%).





100
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    Changes in outstanding share options were as follows:
Share options
NumberWeighted-average Exercise PriceRemaining Weighted-average Contract LifeIntrinsic Value
(in millions)(in years)($ in millions)
Share options outstanding at June 30, 202155 $10.49 
Granted12.40 
Exercised(11)11.00 
Forfeited(8)10.95 
Share options outstanding at June 30, 202245 10.66 3.9$80 
Vested and exercisable at June 30, 20223 $11.14 2.2$3 

    The Company received $114 million, $30 million, and $1 million on the exercise of stock options during the fiscal years ended June 30, 2022, 2021, and 2020, respectively. During the fiscal years ended June 30, 2022, 2021, and 2020, the intrinsic value associated with the exercise of share options was $15 million, $6 million, and $1 million, respectively. The grant date fair value of share options vested was $13 million, $2 million, and $0 million for fiscal years ended June 30, 2022, 2021, and 2020, respectively.

    Changes in outstanding other equity incentive plans and the fair values vested are presented below:
Restricted shares/unitsPerformance rights/sharesShare rights
NumberWeighted-average Grant Date Fair ValueNumberWeighted-average Grant Date Fair ValueNumberWeighted-average Grant Date Fair Value
(in millions)(in millions)(in millions)
Outstanding at June 30, 20211 $11.17 9 $6.93 3 $9.83 
Granted11.62 9.40 11.44 
Exercised(1)10.32 (1)6.79 (1)8.99 
Forfeited — (1)6.96 — 10.50 
Outstanding at June 30, 20221 $11.41 11 $7.79 4 $10.90 
Fair value vested ($ in millions)Restricted shares/unitsPerformance rights/sharesShare rights
Year Ended June 30, 2022$$$
Year Ended June 30, 2021
Year Ended June 30, 202011 








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Note 1819 - Earnings Per Share Computations

    The Company applies the two-class method when computing its earnings per share ("EPS"), which requires that net income per share for each class of share be calculated assuming all of the Company's net income is distributed as dividends to each class of share based on their contractual rights.

    Basic EPS is computed by dividing net income available to ordinary shareholders by the weighted-average number of ordinary shares outstanding after excluding the ordinary shares to be repurchased using forward contracts. Diluted EPS includes the effects of share options, restricted shares, performance rights, performance shares, and share rights, if dilutive.
Years ended June 30, Years ended June 30,
(in millions, except per share amounts)202020192018
($ in millions, except per share amounts)($ in millions, except per share amounts)202220212020
NumeratorNumerator  Numerator  
Net income attributable to Amcor plcNet income attributable to Amcor plc$612.2 $430.2 $575.2 Net income attributable to Amcor plc$805 $939 $612 
Distributed and undistributed earnings attributable to shares to be repurchasedDistributed and undistributed earnings attributable to shares to be repurchased(0.4)(0.8)(1.3)Distributed and undistributed earnings attributable to shares to be repurchased(3)(2)— 
Net income available to ordinary shareholders of Amcor plc—basic and dilutedNet income available to ordinary shareholders of Amcor plc—basic and diluted$611.8 $429.4 $573.9 Net income available to ordinary shareholders of Amcor plc—basic and diluted$802 $937 $612 
Net income available to ordinary shareholders of Amcor plc from continuing operations—basic and dilutedNet income available to ordinary shareholders of Amcor plc from continuing operations—basic and diluted$619.5 $428.7 $573.9 Net income available to ordinary shareholders of Amcor plc from continuing operations—basic and diluted$802 $937 $620 
Net income available to ordinary shareholders of Amcor plc from discontinued operations—basic and diluted$(7.7)$0.7 $ 
Net loss available to ordinary shareholders of Amcor plc from discontinued operations—basic and dilutedNet loss available to ordinary shareholders of Amcor plc from discontinued operations—basic and diluted$— $— $(8)
DenominatorDenominatorDenominator
Weighted-average ordinary shares outstandingWeighted-average ordinary shares outstanding1,601.0 1,182.6 1,157.1 Weighted-average ordinary shares outstanding1,514 1,553 1,601 
Weighted-average ordinary shares to be repurchased by Amcor plcWeighted-average ordinary shares to be repurchased by Amcor plc(1.0)(2.3)(2.7)Weighted-average ordinary shares to be repurchased by Amcor plc(5)(2)(1)
Weighted-average ordinary shares outstanding for EPS—basicWeighted-average ordinary shares outstanding for EPS—basic1,600.0 1,180.3 1,154.4 Weighted-average ordinary shares outstanding for EPS—basic1,509 1,551 1,600 
Effect of dilutive sharesEffect of dilutive shares1.6 3.5 7.3 Effect of dilutive shares
Weighted-average ordinary shares outstanding for EPS—dilutedWeighted-average ordinary shares outstanding for EPS—diluted1,601.6 1,183.8 1,161.7 Weighted-average ordinary shares outstanding for EPS—diluted1,516 1,556 1,602 
Per ordinary share incomePer ordinary share incomePer ordinary share income
Income from continuing operationsIncome from continuing operations$0.387 $0.363 $0.497 Income from continuing operations$0.532 $0.604 $0.387 
Income from discontinued operations$(0.005)$0.001 $ 
Loss from discontinued operationsLoss from discontinued operations— — (0.005)
Basic earnings per ordinary shareBasic earnings per ordinary share$0.382 $0.364 $0.497 Basic earnings per ordinary share$0.532 $0.604 $0.382 
Income from continuing operationsIncome from continuing operations$0.387 $0.362 $0.494 Income from continuing operations$0.529 $0.602 $0.387 
Income from discontinued operations$(0.005)$0.001 $ 
Loss from discontinued operationsLoss from discontinued operations— — (0.005)
Diluted earnings per ordinary shareDiluted earnings per ordinary share$0.382 $0.363 $0.494 Diluted earnings per ordinary share$0.529 $0.602 $0.382 

    Certain stock awards outstanding were not included in the computation of diluted earnings per share above because they would not have had a dilutive effect. The excluded stock awards represented an aggregate of 36.97 million, 5.66 million, and 10.337 million shares at June 30, 2022, 2021, and 2020, 2019respectively. Basic and 2018, respectively.diluted weighted average ordinary shares outstanding have decreased in fiscal years 2022 and 2021 due to share repurchases.

10195


Note 1920 - Contingencies and Legal Proceedings

Contingencies - Brazil

    The Company's operations in Brazil are involved in various governmental assessments and litigation, principally related to claims for excise and income taxes. The Company will vigorously defenddefends its positions and believes it will prevail on most, if not all, of these matters. The Company does not believe that the ultimate resolution of these matters will materially impact the Company's consolidated results of operations, financial position or cash flows. Under customary local regulations, the Company's Brazilian subsidiaries may need to post cash or other collateral if a challenge to any administrative assessment proceeds to the Brazilian court system; however, the level of cash or collateral already pledged or potentially required to be pledged would not significantly impact the liquidity of Amcor.Company's liquidity. At June 30, 20202022 and 2019, 2021, the Company has recorded an accrualaccruals of $11.9$12 million and $16.4$11 million, respectively,respectively, included in other non-current liabilities in the consolidated balance sheetsheets, and has estimated a reasonably possible loss exposure in excess of the accrual of $18.4$20 million and $23.7$17 million, respectively. TheThe litigation process is subject to many uncertainties and the outcome of individual matters cannot be accurately predicted. The Company routinelyroutinely assesses these matters as to the probability of ultimately incurring a liability and records the best estimate of the ultimate loss in situations where the likelihood of an ultimate loss is probable. The Company's assessments are based on its knowledge and experience, but the ultimate outcome of any of these matters may differ from the Company's estimates.

    As of June 30, 2020,2022, the Company provided letters of credit of $34.0$36 million, judicial insurance of $0.9$1 million and deposited cash of $10.1$12 million with the courts to continue to defend the cases referenced above.

Contingencies - Environmental Matters

    The Company, along with others, has been identified as a potentially responsible party ("PRP") at several waste disposal sites under U.S. federal and related state environmental statutes and regulations and may face potentially material environmental remediation obligations. While the Company benefits from various forms of insurance policies, actual coverage may not, or only partially, cover the total potential exposures. The Company has recorded $17.1$17 million aggregate accruals for its share of estimated future remediation costs asat these sites.

    In addition to the matters described above, the Company has also recorded aggregate accruals of $46.6$43 million for potential liabilities for remediation obligations at various worldwide locations that are owned or operated by the Company, or were formerly owned or operated.

    The SEC requires the Company to disclose certain information about proceedings arising under federal, state, or local environmental provisions if the Company reasonably believes that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to SEC regulations, the Company uses a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required. Applying this threshold, there are no environmental matters required to be disclosed for the fiscal year ended June 30, 2022.

    While the Company believes that its accruals are adequate to cover its future obligations, there can be no assurance that the ultimate payments will not exceed the accrued amounts. Nevertheless, based on the available information, the Company does not believe that its potential environmental obligations will have a material adverse effect upon its liquidity, results of operations, or financial condition.

Legal ProceedingsOther Matters

    On April 18, 2019, priorIn the normal course of business, the Company is subject to legal proceedings, lawsuits, and other claims. While the potential financial impact with respect to these ordinary course matters is subject to many factors and uncertainties, management believes that any financial impact to the closure ofCompany from these matters, individually and in the Amcor and Bemis transaction, litigation funding firm, Burford Capital, notified Bemis on behalf of 2 shareholder funds (BCIM Strategic Value Master Fund LP and BCIM SV SMA I LLC) that the fundsaggregate, would not accepthave a material adverse effect on the fixed exchange ratio for Amcor shares and instead intended to file a case asking a Missouri state court to appraise the valueCompany's financial position or results of their Bemis shares and compensate them accordingly. On June 24, 2019, the Burford funds sent a formal written demand for payment of the fair value of the funds’ shares. On September 6, 2019, the Burford funds filed a Petition for Appraisal of Stock in the Missouri court. On November 4, 2019, Bemis filed an Answer to the Petition for Appraisal of Stock. On June 24, 2020, the parties entered into a Confidential Settlement Agreement and Release of all claims and two days later the case was dismissed with prejudice.

        Two lawsuits brought by purported holders of Bemis stock against Bemis and Bemis directors and officers are pending in federal court in the U.S. District Court for the Southern District of New York, in which plaintiffs are seeking damages for alleged violations of the Securities Exchange Act of 1934, as amended, and U.S. Securities and Exchange Commission rules and regulations. Plaintiffs allege a failure to disclose adequately information in the proxy statement issued in connection with the Amcor-Bemis merger. The cases are: Dixon, et al. v. Bemis Company, Inc. et al. and Stein v. Bemis Company, Inc. et al., which were instituted on April 15, 2019 and April 17, 2019, respectively. On March 10, 2020 the federal court in the U.S. District Court for the Southern District of New York consolidated the 2 pending cases into a single class action.

operation.
102


        In addition, a purported holder of Bemis stock filed a putative derivative suit in the Cole County Circuit Court, Nineteenth Judicial District of Missouri, against Bemis directors and Amcor, alleging that the directors breached fiduciary duties in connection with the Amcor-Bemis merger and that Amcor aided and abetted breaches of fiduciary duty. The case is Scarantino, et al. v. Amcor Limited, et al., which was instituted on April 19, 2019.

        The Company intends to defend the claims made in the pending actions. It is too early for the Company to provide any reliable assessment of the likely quantum of any damages that may become payable if its defense is unsuccessful in whole or in part. Although it is not possible at present to establish a reliable assessment of damages, there can be no assurance that any damages that may be awarded will not be material to the results of operations or financial condition of the Company.

10396


Note 2021 - Segments

    The Company's business is organized and presented in the 2 reportable segments outlined below:

Flexibles: Consists of operations that manufacture flexible and film packaging in the food and beverage, medical and pharmaceutical, fresh produce, snack food, personal care, and other industries.

Rigid Packaging: Consists of operations that manufacture rigid plastic containers for a broad range of predominantly beverage and food products, including carbonated soft drinks, water, juices, sports drinks, milk-based beverages, spirits and beer, sauces, dressings, spreads and personal care items, and plastic caps for a wide variety of applications.

    Other consists of the Company's equity method investments, including AMVIG, undistributed corporate expenses including executive and functional compensation costs, equity method and other investments, intercompany eliminations, and other business activities.

    Operating segments are organized along the Company's product lines and geographical areas. In conjunction with the acquisition of Bemis, the Company reassessed its segment reporting structure in the first fiscal quarter of 2020 and elected to disaggregate the Flexibles Americas operating segment into Flexibles North America and Flexibles Latin America. The 5Company's five Flexibles operating segments (Flexibles Europe, Middle East and Africa; Flexibles North America,America; Flexibles Latin America; Flexibles Asia PacificPacific; and Specialty Cartons) have been aggregated in the Flexibles reportingreportable segment as they exhibit similarity in economic characteristics and future prospects, similarity in the products they offer, their production technologies, the customers they serve, the nature of their service delivery models, and their regulatory environments.

    In the fourth quarter of fiscal year 2019, in connection with the acquisition of Bemis, theThe Company changed its measure of segment performance from adjusted operating income to adjusted earnings before interest and tax ("Adjusted EBIT") from continuing operations. The Company's chief operating decision maker, the Global Management Team ("GMT"), evaluates performance and allocates resources based on adjusted earnings before interest and taxes ("Adjusted EBITEBIT") from continuing operations. The Company defines Adjusted EBIT as operating income adjusted to eliminate the impact of certain items that the Company does not consider indicative of its ongoing operating performance and to include equity in income income/(loss) of affiliated companies. The GMT consistscompanies, net of the Managing Director and Chief Executive Officer and his direct reports and provides strategic direction and management oversight of the day to day activities of the Company.tax.

    The accounting policies of the reportable segments are the same as those in the consolidated financial statementsstatements. During the first quarter of fiscal year 2021, the Company revised the presentation of adjusted earnings before interest and are discussedtax ("Adjusted EBIT") from continuing operations in Note 2, "Significant Accounting Policies."the reportable segments to include an allocation of certain research and development and selling, general, and administrative expenses that management previously reflected in Other. The Company alsorefines its expense allocation methodologies to the reportable segments periodically as more relevant information becomes available and to align with industry or market changes. Corporate expenses are allocated to the reportable segments based primarily on direct attribution. Prior period has investments in operations in AMVIG that are accounted for underbeen recast to conform to the equity method of accounting and, accordingly, those results are not included in segment net sales.new cost allocation methodology.

10497


    The following table presents information about reportable segments:
Years ended June 30,Years ended June 30,
(in millions)202020192018
($ in millions)($ in millions)202220212020
Sales including intersegment salesSales including intersegment salesSales including intersegment sales
FlexiblesFlexibles$9,754.7 $6,566.7 $6,534.6 Flexibles$11,151 $10,040 $9,755 
Rigid PackagingRigid Packaging2,716.3 2,892.7 2,787.5 Rigid Packaging3,393 2,823 2,716 
OtherOther   Other— — — 
Total sales including intersegment salesTotal sales including intersegment sales12,471.0 9,459.4 9,322.1 Total sales including intersegment sales14,544 12,863 12,471 
Intersegment salesIntersegment salesIntersegment sales
FlexiblesFlexibles3.5 1.2 3.0 Flexibles— 
Rigid PackagingRigid Packaging   Rigid Packaging— — — 
OtherOther   Other— — — 
Total intersegment salesTotal intersegment sales3.5 1.2 3.0 Total intersegment sales— 
Net salesNet sales$12,467.5 $9,458.2 $9,319.1 Net sales$14,544 $12,861 $12,468 
Adjusted EBIT from continuing operations
Adjusted earnings before interest and taxes ("Adjusted EBIT") from continuing operationsAdjusted earnings before interest and taxes ("Adjusted EBIT") from continuing operations
FlexiblesFlexibles1,335.1 817.2 801.3 Flexibles1,517 1,427 1,296 
Rigid PackagingRigid Packaging290.1 308.2 298.3 Rigid Packaging289 299 284 
OtherOther(128.1)(50.0)(43.2)Other(105)(105)(83)
Adjusted EBIT from continuing operationsAdjusted EBIT from continuing operations1,497.1 1,075.4 1,056.4 Adjusted EBIT from continuing operations1,701 1,621 1,497 
Less: Material restructuring programs (1)Less: Material restructuring programs (1)(105.7)(64.1)(14.4)Less: Material restructuring programs (1)(37)(88)(106)
Less: Impairments in equity method investments (2)Less: Impairments in equity method investments (2)(25.6)(14.0)(36.5)Less: Impairments in equity method investments (2)— — (26)
Less: Material acquisition costs and other (3)Less: Material acquisition costs and other (3)(145.6)(143.1) Less: Material acquisition costs and other (3)(4)(7)(145)
Less: Amortization of acquired intangible assets from business combinations (4)Less: Amortization of acquired intangible assets from business combinations (4)(191.1)(31.1)(19.3)Less: Amortization of acquired intangible assets from business combinations (4)(163)(165)(191)
Add/(Less): Economic net investment hedging activities not qualifying for hedge accounting (5) 1.4 (83.9)
Less: Impact of hyperinflation (6)(5)Less: Impact of hyperinflation (6)(5)(27.7)(30.2) Less: Impact of hyperinflation (6)(5)(16)(19)(28)
Add: Net legal settlements (7) 5.0  
Less: Pension settlements (8)(6)Less: Pension settlements (8)(6)(5.5)  Less: Pension settlements (8)(6)(8)— (5)
Add/(Less): Net gain/(loss) on disposals (7)Add/(Less): Net gain/(loss) on disposals (7)(10)— 
Less: Property and other losses, net (8)Less: Property and other losses, net (8)(13)— — 
Less: Russia-Ukraine conflict impacts (9)Less: Russia-Ukraine conflict impacts (9)(200)— — 
EBIT from continuing operationsEBIT from continuing operations995.9 799.3 902.3 EBIT from continuing operations1,250 1,351 996 
Interest incomeInterest income22.2 16.8 13.1 Interest income24 14 22 
Interest expenseInterest expense(206.9)(207.9)(210.0)Interest expense(159)(153)(207)
Equity in income (loss) of affiliated companies, net of taxEquity in income (loss) of affiliated companies, net of tax14.0 (4.1)17.5 Equity in income (loss) of affiliated companies, net of tax— (19)14 
Income from continuing operations before income taxes and equity in income (loss) of affiliated companiesIncome from continuing operations before income taxes and equity in income (loss) of affiliated companies$825.2 $604.1 $722.9 Income from continuing operations before income taxes and equity in income (loss) of affiliated companies$1,115 $1,193 $825 
(1)Material restructuring programs includes restructuring and related expenses for the 2019 Bemis Integration Plan for fiscal year 2022 and 2018 Rigid Packaging Restructuring Plan and the 2019 Bemis Integration Plan for fiscal year 2020, the 2018 Rigid Packaging Restructuring Plan for the fiscal year 2019,years 2021 and the 2016 Flexibles Restructuring Plan for fiscal year 2018.2020. Refer to Note 6,7, "Restructuring, Plans," for more information about the Company's restructuring plans.activities.
(2)Impairments in equity method investments includesinclude the impairment charges related to other-than-temporary impairments related to the investment in AMVIG. During the fiscal year 2021, the Company sold its interest in AMVIG. Refer to Note 7,8, "Equity Method Investments"and Other Investments," for more information about the Company's equity method investments.
(3)Includes costs associated with the Bemis transaction. Fiscal year 2021 includes a $19 million benefit related to Brazil indirect taxes resulting from a May 2021 Brazil Supreme Court decision. During fiscal year 2020,, material acquisition costs and other includes $57.8$58 million amortization of Bemis acquisition related inventory fair value step-up and $87.8$88 million of Bemis transaction related costs and integration costs not qualifying as exit costs, including certain advisory, legal, audit, and audit related fees. During fiscal year 2019, material acquisition costs and other includes $47.9 million of costs related to the 2019 Bemis Integration Plan, $15.6 million of Bemis acquisition related inventory fair value step-up, $42.5 million of long-lived asset impairments, $133.7 million of Bemis transaction-related costs, partially offset by $96.5 million of gain related to the U.S. Remedy sale net of related and other costs.
(4)Amortization of acquired intangible assets from business combinations includes amortization expenses related to all acquired intangible assets from past acquisitions, impacting the periods presented, including $26.4 million and $4.5$26 million of sales backlog amortization for the fiscal year 2020 and 2019, respectively, from the Bemis acquisition.
105


(5)Economic net investment hedging activities not qualifying for hedge accounting includes the exchange rate movements on external loans not deemed to be effective net investment hedging instruments resulting from the Company's conversion to U.S. GAAP from Australian Accounting Standards ("AAS") recognized in other non-operating income (loss), net.
(6)Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the functional currency was the Argentine Peso.
98

(7)
(6)Net legalPension settlements includesin fiscal year 2022 relate to the purchases of group annuity contracts and transfer of pension plan assets and related benefit obligations. Refer to Note 13, "Pension and Other Post-Retirement Plans," for more information. For fiscal year 2020, impact of significant legal settlements after associated costs.
(8)Impact of pensionspension settlements includes the amount of actuarial losses recognized in the consolidated income statementstatements related to the settlement of certain defined benefit plans, not including related tax effects.
(7)Net gain/(loss) on disposals includes an expense of $10 million from the disposal of non-core assets for fiscal year 2022. Refer to Note 11, "Fair Value Measurements," for more information. Fiscal year 2021 includes the gain realized upon the disposal of AMVIG and the loss upon disposal of other non-core businesses not part of material restructuring programs. Refer to Note 8, "Equity Method and Other Investments," for further information on the disposal of AMVIG and Note 5, "Divestitures," for more information about the Company's other disposals.
(8)Property and other losses, net includes property and related business losses primarily associated with the destruction of the Company's Durban, South Africa, facility during general civil unrest in July 2021, net of insurance recovery.
(9)Russia-Ukraine conflict impacts include $138 million of impairment charges, $57 million of restructuring and related expenses, and $5 million of other expenses for fiscal year 2022. Refer to Note 4,"Restructuring, Impairment, and Related Expenses, Net, " and Note 7, "Restructuring," for further information.

    The tables below present additional financial information by reportable segments:
Years ended June 30,Years ended June 30,
(in millions)202020192018
($ in millions)($ in millions)202220212020
FlexiblesFlexibles$270.6 $202.0 $217.1 Flexibles$376 $336 $271 
Rigid PackagingRigid Packaging125.2 125.5 138.9 Rigid Packaging136 127 125 
OtherOther3.7 4.7 9.0 Other15 
Total capital expenditures for the acquisition of long-lived assetsTotal capital expenditures for the acquisition of long-lived assets$399.5 $332.2 $365.0 Total capital expenditures for the acquisition of long-lived assets$527 $468 $400 
Years ended June 30,Years ended June 30,
(in millions)202020192018
($ in millions)($ in millions)202220212020
FlexiblesFlexibles$477.4 $233.6 $227.4 Flexibles$450 $447 $478 
Rigid PackagingRigid Packaging111.4 112.7 122.6 Rigid Packaging120 115 111 
OtherOther18.4 3.4 2.7 Other10 18 
Total depreciation and amortizationTotal depreciation and amortization$607.2 $349.7 $352.7 Total depreciation and amortization$579 $572 $607 

    Total assets by segment is not disclosed as the GMTCompany does not use total assets by segment to evaluate segment performance or allocate resources and capital.

    The Company did not have sales to a single customer that exceeded 10% of consolidated net sales for year ended June 30, 2020. Sales to PepsiCo., and its subsidiaries, accounted for approximately 11.1% and 11.0% of net sales under multiple separate contractual agreements for the fiscal years ended June 30, 20192022, 2021 and 2018,2020, respectively. The Company sells to this customer in both the Rigid Packaging and the Flexibles segments. The Company had no other customers that accounted for more than 10% of net sales in each of those years.

    Sales by major product were:
Years ended June 30,Years ended June 30,
(in millions)Segment202020192018
($ in millions)($ in millions)Segment202220212020
Films and other flexible productsFilms and other flexible productsFlexibles$8,636.8 $5,347.5 $5,286.6 Films and other flexible productsFlexibles$10,033 $8,934 $8,637 
Specialty flexible folding cartonsSpecialty flexible folding cartonsFlexibles1,114.4 1,218.0 1,245.0 Specialty flexible folding cartonsFlexibles1,118 1,104 1,115 
Containers, preforms and closuresRigid Packaging2,716.3 2,892.7 2,787.5 
Containers, preforms, and closuresContainers, preforms, and closuresRigid Packaging3,393 2,823 2,716 
Net salesNet sales$12,467.5 $9,458.2 $9,319.1 Net sales$14,544 $12,861 $12,468 

    The following table provides long-lived asset information for the major countries in which the Company operates. Long-lived assets include property, plant, and equipment, net of accumulated depreciation and impairments.
June 30,June 30,
(in millions)20202019
Long-lived assets by country:
($ in millions)($ in millions)20222021
United States of AmericaUnited States of America$1,559.7 $1,702.0 United States of America$1,720 $1,673 
Other countries (1)Other countries (1)2,055.1 2,273.0 Other countries (1)1,926 2,088 
Long-lived assetsLong-lived assets$3,614.8 $3,975.0 Long-lived assets$3,646 $3,761 
(1)Includes ourthe Company's country of domicile, Jersey. The Company had no long-lived assets in Jersey in any period shown. No individual country represented more than 10% of the respective totals.

10699


    The following tables disaggregate net sales information by geography in which the Company operates based on manufacturing or selling operation:operations:
Year Ended June 30, 2020Year Ended June 30, 2022
(in millions)FlexiblesRigid PackagingTotal
($ in millions)($ in millions)FlexiblesRigid PackagingTotal
North AmericaNorth America$3,636.5 $2,219.2 5,855.7 North America$4,296 $2,656 $6,952 
Latin AmericaLatin America957.1 497.1 1,454.2 Latin America1,060 737 1,797 
Europe (1)Europe (1)3,664.8  3,664.8 Europe (1)4,062 — 4,062 
Asia PacificAsia Pacific1,492.8  1,492.8 Asia Pacific1,733 — 1,733 
Net salesNet sales$9,751.2 $2,716.3 $12,467.5 Net sales$11,151 $3,393 $14,544 
(1)Includes ourthe Company's country of domicile, Jersey. The Company had no sales in Jersey in anythe period shown.
Year Ended June 30, 2019Year Ended June 30, 2021
(in millions)FlexiblesRigid PackagingTotal
($ in millions)($ in millions)FlexiblesRigid PackagingTotal
North AmericaNorth America$951.2 $2,331.3 3,282.5 North America$3,719 $2,319 $6,038 
Latin AmericaLatin America541.7 561.4 1,103.1 Latin America914 504 1,418 
Europe (1)Europe (1)3,713.4  3,713.4 Europe (1)3,828 — 3,828 
Asia PacificAsia Pacific1,359.2  1,359.2 Asia Pacific1,577 — 1,577 
Net salesNet sales$6,565.5 $2,892.7 $9,458.2 Net sales$10,038 $2,823 $12,861 
(1)Includes ourthe Company's country of domicile, Jersey. The Company had no sales in Jersey in anythe period shown.
Year Ended June 30, 2018Year Ended June 30, 2020
(in millions)FlexiblesRigid PackagingTotal
($ in millions)($ in millions)FlexiblesRigid PackagingTotal
North AmericaNorth America$791.2 $2,254.5 3,045.7 North America$3,637 $2,219 $5,856 
Latin AmericaLatin America529.4 533.0 1,062.4 Latin America957 497 1,454 
Europe (1)Europe (1)3,828.0  3,828.0 Europe (1)3,665 — 3,665 
Asia PacificAsia Pacific1,383.0  1,383.0 Asia Pacific1,493 — 1,493 
Net salesNet sales$6,531.6 $2,787.5 $9,319.1 Net sales$9,752 $2,716 $12,468 
(1)Includes ourthe Company's country of domicile, Jersey. The Company had no sales in Jersey in anythe period shown.

107100


Note 2122 - Deed of Cross Guarantee

    The parent entity, Amcor plc, and its wholly owned subsidiaries listed below are subject to a Deed of Cross Guarantee dated June 24, 2019 (the "Deed") under which each company guarantees the debts of the others:
Amcor Pty LtdAmcor Holdings (Australia) Pty Ltd
Amcor Services Pty LtdTechni-Chem AustraliaAmcor Flexibles Group Pty Ltd
Amcor Investments Pty LtdAmcor Flexibles Group(Australia) Pty Ltd
Amcor Finance Australia Pty LtdAmcor Flexibles (Australia) Pty Ltd
Packsys Pty LtdPacksys Holdings (Aus) Pty Ltd
Amcor Flexibles (Dandenong) Pty LtdAmcor Flexibles (Port Melbourne) Pty Ltd
Amcor European Holdings Pty LtdAmcor Packaging (Asia) Pty Ltd
ARP North America Holdco LtdARP LATAM Holdco Ltd

    The entities above were the only parties to the Deed at June 30, 20202022 and comprise the closed group for the purposes of the Deed (and also the extended closed group). ARP North America Holdco Ltd and ARP LATAM Holdco Ltd arewere newly incorporated entities and were added to the deed on September 25, 2019. By a Revocation Deed, dated September 9, 2021, the Deed was revoked in respect of Amcor Flexibles (Dandenong) Pty Ltd, Packsys Pty Ltd, Packsys Holdings (Aus) Pty Ltd, and Techni-Chem Australia Pty Ltd. No other parties have been added, removed or the subject to a notice of disposal since June 24, 2019.September 9, 2021.

    By entering into the Deed, the wholly owned subsidiaries have been relieved from the requirement to prepare a financial report and directors’ report under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.

    The following financial statements are additional disclosure items specifically required by ASIC and represent the consolidated results of the entities subject to the Deed only.

108101


Deed of Cross Guarantee
StatementStatements of Income
($ in millions)
For the year ended June 30,For the year ended June 30,20202019For the year ended June 30,20222021
Net salesNet sales$323.6 $352.8 Net sales$391 $335 
Cost of salesCost of sales(274.1)(301.2)Cost of sales(337)(282)
Gross profitGross profit49.5 51.6 Gross profit54 53 
Operating expensesOperating expenses(24.5)(164.4)Operating expenses(1,251)(2,441)
Other income, netOther income, net4,167.0 1,138.5 Other income, net2,355 3,898 
Operating incomeOperating income4,192.0 1,025.7 Operating income1,158 1,510 
Interest incomeInterest income24.8 34.7 Interest income12 18 
Interest expenseInterest expense(29.9)(80.0)Interest expense(14)(11)
Other non-operating income (loss), net(0.5)6.9 
Other non-operating loss, netOther non-operating loss, net(5)
Income from continuing operations before income taxes4,186.4 987.3 
Income before income taxesIncome before income taxes1,157 1,512 
Income tax credit(22.6)8.0 
Income tax (expense)/creditIncome tax (expense)/credit(4)17 
Net incomeNet income$4,163.8 $995.3 Net income$1,153 $1,529 

109102


Deed of Cross Guarantee
Summarized StatementStatements of Comprehensive Income
($ in millions)
For the year ended June 30,For the year ended June 30,20202019For the year ended June 30,20222021
Net incomeNet income$4,163.8 $995.3 Net income$1,153 $1,529 
Other comprehensive income (loss) (1) :
Net gains (losses) on cash flow hedges, net of tax(0.1)(1.0)
Other comprehensive income/(loss) (1) :Other comprehensive income/(loss) (1) :
Foreign currency translation adjustments, net of taxForeign currency translation adjustments, net of tax34.2 78.0 Foreign currency translation adjustments, net of tax(30)32 
Net investment hedge of foreign operations, net of taxNet investment hedge of foreign operations, net of tax(1.9)(11.6)Net investment hedge of foreign operations, net of tax— — 
Other comprehensive income (loss)32.2 65.4 
Comprehensive (income) loss attributable to non-controlling interest  
Other comprehensive income/(loss)Other comprehensive income/(loss)(30)32 
Comprehensive (income)/loss attributable to non-controlling interestsComprehensive (income)/loss attributable to non-controlling interests— — 
Total comprehensive incomeTotal comprehensive income$4,196.0 $1,060.7 Total comprehensive income$1,123 $1,561 
(1)All of the items in other comprehensive income income/(loss) may be reclassified subsequently to profit or loss.


Deed of Cross Guarantee
Summarized StatementStatements of Income and Accumulated Losses
($ in millions)
For the year ended June 30,For the year ended June 30,20202019For the year ended June 30,20222021
Retained earnings, beginning balanceRetained earnings, beginning balance$2,519.0 $2,189.6 Retained earnings, beginning balance$6,737 $5,935 
Net incomeNet income4,163.8 995.3 Net income1,153 1,529 
Accumulated profits before distribution6,682.8 3,184.9 
Retained earnings before distributionRetained earnings before distribution7,890 7,464 
Dividends recognized during the financial periodDividends recognized during the financial period(747.6)(665.9)Dividends recognized during the financial period(723)(727)
Accumulated gains at the end of the financial period$5,935.2 $2,519.0 
Retained earnings at the end of the financial periodRetained earnings at the end of the financial period$7,167 $6,737 

110103


Deed of Cross Guarantee
Balance Sheet
($ in millions)
As of June 30,As of June 30,20202019As of June 30,20222021
AssetsAssetsAssets
Current assets:Current assets:Current assets:
Cash and cash equivalentsCash and cash equivalents$37.2 $52.3 Cash and cash equivalents$68 $47 
Trade receivables, net787.2 801.5 
Receivables, netReceivables, net662 690 
InventoriesInventories57.5 65.5 Inventories71 66 
Prepaid expenses and other current assetsPrepaid expenses and other current assets13.7 14.3 Prepaid expenses and other current assets19 32 
Total current assetsTotal current assets895.6 933.6 Total current assets820 835 
Non-current assets:Non-current assets:Non-current assets:
Property, plant and equipment, net76.8 82.0 
Property, plant, and equipment, netProperty, plant, and equipment, net63 74 
Deferred tax assetsDeferred tax assets23.3 53.0 Deferred tax assets26 39 
Other intangible assets, netOther intangible assets, net10.4 9.6 Other intangible assets, net12 12 
GoodwillGoodwill91.2 93.1 Goodwill91 100 
Other non-current assetsOther non-current assets12,454.6 10,417.7 Other non-current assets14,039 13,336 
Total non-current assetsTotal non-current assets12,656.3 10,655.4 Total non-current assets14,231 13,561 
Total assetsTotal assets$13,551.9 $11,589.0 Total assets$15,051 $14,396 
LiabilitiesLiabilitiesLiabilities
Current liabilities:Current liabilities:Current liabilities:
Short-term debtShort-term debt507.3 155.3 Short-term debt$901 $816 
Trade payables143.3 190.8 
PayablesPayables162 137 
Accrued employee costsAccrued employee costs17.8 19.0 Accrued employee costs21 23 
Other current liabilitiesOther current liabilities40.7 66.7 Other current liabilities191 109 
Total current liabilitiesTotal current liabilities709.1 431.8 Total current liabilities1,275 1,085 
Non-current liabilities:Non-current liabilities:Non-current liabilities:
Long-term debt, less current portionLong-term debt, less current portion355.8 1,587.7 Long-term debt, less current portion319 370 
Other non-current liabilitiesOther non-current liabilities2.9 3.3 Other non-current liabilities
Total liabilitiesTotal liabilities1,067.8 2,022.8 Total liabilities1,596 1,458 
Shareholders' EquityShareholders' EquityShareholders' Equity
IssuedIssued15.7 16.3 Issued15 15 
Additional paid-in capitalAdditional paid-in capital5,500.9 6,030.8 Additional paid-in capital5,239 5,122 
Retained earningsRetained earnings5,935.2 2,519.0 Retained earnings7,167 6,737 
Accumulated other comprehensive income (loss)1,032.3 1,000.1 
Accumulated other comprehensive incomeAccumulated other comprehensive income1,034 1,064 
Total shareholders' equityTotal shareholders' equity12,484.1 9,566.2 Total shareholders' equity13,455 12,938 
Total liabilities and shareholders' equityTotal liabilities and shareholders' equity$13,551.9 $11,589.0 Total liabilities and shareholders' equity$15,051 $14,396 

104


Note 2223 - Supplemental Cash Flow Information

    Supplemental cash flow information is as follows:
For the years ended June 30,202020192018
For the years ended June 30,
($ in millions)($ in millions)202220212020
Interest paid, net of amounts capitalizedInterest paid, net of amounts capitalized$212.3 $219.8 $209.4 Interest paid, net of amounts capitalized$155 $146 $212 
Income taxes paidIncome taxes paid304.4 147.7 149.7 Income taxes paid256 321 304 

    Non-cash investing activities includes the purchase of property and equipment for which payment has not been made. For the fiscal years endedAs of June 30, 2022, 2021, and 2020, 2019 and 2018, purchase of property and equipment, accrued but unpaid, was $78.0$110 million, $75.0$76 million, and $68.4$78 million, respectively.

        Non-cash financing activities includes ordinary shares issued for acquisitions. For the fiscal year 2019, the Company issued $5,229.6 million as total equity consideration related to the Bemis acquisition.

111105


Note 23 - Quarterly Financial Information (Unaudited)
Quarter Ended
(in millions, except per share data)September 30December 31March 31June 30Total
Fiscal Year 2020
Net sales3,140.7 3,043.1 3,141.0 3,142.7 12,467.5 
Gross profit546.7 617.3 652.0 719.5 2,535.5 
Net income attributable to Amcor plc66.0 185.6 181.5 179.1 612.2 
Basic earnings per share: (2)
Income from continuing operations0.045 0.115 0.114 0.113 0.387 
Income from discontinued operations(0.005)   (0.005)
Net income0.041 0.115 0.114 0.113 0.382 
Diluted earnings per share: (2)
Income from continuing operations0.045 0.115 0.114 0.113 0.387 
Income from discontinued operations(0.005)   (0.005)
Net income0.041 0.115 0.114 0.113 0.382 
Fiscal Year 2019 (1)
Net sales2,262.4 2,285.4 2,309.9 2,600.5 9,458.2 
Gross profit393.8 453.0 419.8 532.5 1,799.1 
Net income attributable to Amcor plc98.4 138.6 112.6 80.6 430.2 
Basic earnings per share: (2)
Income from continuing operations0.085 0.120 0.097 0.061 0.363 
Income from discontinued operations   0.001 0.001 
Net income0.085 0.120 0.097 0.062 0.364 
Diluted earnings per share: (2)
Income from continuing operations0.085 0.120 0.097 0.060 0.362 
Income from discontinued operations   0.001 0.001 
Net income0.085 0.120 0.097 0.061 0.363 
(1)The fourth quarter of fiscal 2019 reflects the results of Amcor plc, including Bemis results since the acquisition date of June 11, 2019. The earlier quarters solely reflect the results of Amcor Limited.
(2)Per share amounts are computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding.

Note 24 - Subsequent Events

    On August 18, 2020,17, 2022, the Company's Board of Directors declared a quarterly cash dividend of $0.115$0.12 per share to be paid on September 23, 202028, 2022 to shareholders of record as of September 3, 2020.8, 2022. Amcor has received a waiver from the Australian Securities Exchange ("ASX") settlement operating rules, which will allow Amcor to defer processing conversions between its ordinary share and CHESS Depositary Instrument ("CDI") registers from September 2, 20207, 2022 to September 3, 2020,8, 2022, inclusive.

    On August 17, 2022, the Company's Board of Directors approved a $400 million buyback of ordinary shares and/or CHESS Depositary Instruments ("CDIs") in the next twelve months. Pursuant to this program, purchases of the Company's ordinary shares and/or CDIs will be made subject to market conditions and at prevailing market prices, through open market purchases. The Company expects to complete the share buyback within twelve months, however, the timing, volume, and nature of repurchase may be amended, suspended, or discontinued at any time.


112
106


Item 9. - Changes in and Disagreements Withwith Accountants on Accounting and Financial Disclosure

    None.

Item 9A. - Controls and Procedures

Evaluation of Disclosure Controls and Procedures
    Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2020.2022. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15(d)-15(e)15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.

    Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgementjudgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company'sour disclosure controls and procedures were not effective as of June 30, 2020 due to a material weakness in internal control over financial reporting that was identified in our prospectus filed with the SEC on March 25, 2019 and is still being remediated, as described below.2022.

Management's Report on Internal Control Over Financial Reporting

    Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management evaluated the design and operating effectiveness of the Company'sour internal control over financial reporting based on the criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "COSO framework" (2013)).

        Our internal control over financial reporting includes policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in
accordance with management and directors of the Company's authorization; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company's assets that could have a material effect on the financial statements.

        A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. All internal control systems, no matter how well designed, have inherent limitations. Accordingly, even effective internal controls and procedures can provide only reasonable assurance with respect to financial statement preparation and presentation.

        As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, we identified a material weakness arising from deficiencies in the design and operating effectiveness of internal controls over the period end reporting process. Specifically, we did not design and maintain effective controls to verify that conflicting duties were appropriately segregated within key IT systems used in the preparation and reporting of financial information. This control deficiency did not result in a misstatement of our consolidated financial statements. However, the control deficiency could have resulted in misstatements of our interim or annual consolidated financial statements and disclosures that may have not been prevented or detected on a timely basis.

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    Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2020.2022. Based on this evaluation, our management concluded that we did not maintainmaintained effective internal control over financial reporting as of June 30, 2020 given a previously identified material weakness had not been remediated as of fiscal 2020 year end.2022.

    The effectiveness of our internal control over financial reporting as of June 30, 2020,2022, has been audited by PricewaterhouseCoopers AG, an independent registered public accounting firm, as stated in their report, which appears on "Item 8. - Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

Plan for Remediation of Material Weakness

        We are currently in the process of remediating the material weakness related to deficiencies in the design and operating effectiveness of internal controls over period end reporting through a process to (i) develop and implement additional controls and procedures to reduce the number of segregation of duties conflicts within key IT systems, which includes the implementation of new security roles and the automation of segregation of duties monitoring where practical, (ii) design and implement additional compensating controls where necessary and (iii) develop training on segregation of duties.Given we operate many ERP systems globally, this effort has targeted the largest locations with standardized systems in fiscal 2020 and will be expanded to other locations in fiscal 2021.These enhanced processes, including the implementation of new mitigating controls, will effectively remediate the material weakness, but the material weakness will not be considered remediated until the revised controls operate for a sufficient period of time and we have concluded, through testing, they are designed and operating effectively.We currently expect that the remediation of this material weakness will be completed by the end of fiscal 2021.However, there is no assurance that the material weakness will be fully remediated by the end of fiscal 2021 as the severity and length of the 2019 Novel Coronavirus ("COVID-19") pandemic is unknown and the remediation timeline could be negatively impacted because of inefficiencies caused by COVID-19 limitations on travel, meetings and on-site work.

Completed Remediation of Previously Reported Material Weakness

        As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, we identified a material weakness related to a lack of experience in technical accounting in U.S. GAAP and U.S. domestic registrant filing requirements. Since the material weakness has been identified, we have taken numerous steps to address the underlying causes and to remediate the material weakness. We have hired additional financial reporting personnel with U.S. GAAP technical accounting and financial reporting experience, as well as U.S. domestic registrant filing experience, aligned our accounting policies and procedures with U.S. GAAP, enhanced our internal review procedures during the financial close process with U.S. GAAP experienced staff, and have conducted technical training for accounting and finance personnel. During our fourth fiscal quarter of 2020, we completed our testing of the operating effectiveness of the implemented steps and found them to be effective. As a result, we have concluded the material weakness has been remediated as of June 30, 2020.

Changes in Internal Control Over Financial Reporting

    Except as described above, thereThere were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter of 2020fiscal year 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. - Other Information

    None.

Item 9C. - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

    Not applicable.



107


PART III

Item 10. - Directors, Executive Officers and Corporate Governance

    The information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after June 30, 2020,2022, and such information is expressly incorporated herein by reference. Information with respect to our executive officers appears in Part I of this Annual Report on Form 10-K.

    Our Board Committee Charters, Corporate Governance Guidelines, and our Code of Conduct & Ethics Policy can be electronically accessed at our website (http://www.amcor.com/investors) under "Corporate Governance" or, free of charge, by
114


writing directly to the Company,us, Attention: Corporate Secretary. Our Board of Directors has adopted a Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer, and other persons performing similar functions. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to or waivers from our Code of Conduct by posting such information on the Investor Relations section of our website promptly following the date of such amendment or waiver.

    We are not including the information contained on our website as part of, or incorporating it by reference into, this report.
108




Item 11. - Executive Compensation

    Information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after June 30, 2020,2022, and such information is expressly incorporated herein by reference.

Item 12. - Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

    Equity compensation plans as of June 30, 20202022 were as follows:
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
Number of securities to be
issued upon exercise of
outstanding options,
warrants, and rights
Weighted-average
exercise price of
outstanding options,
warrants, and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
Plan CategoryPlan Category(a) (b) (c) Plan Category(a) (b) (c) 
Equity compensation plans approved by security holdersEquity compensation plans approved by security holders64,624,420 (1)$10.32 (2)69,848,225 (3)Equity compensation plans approved by security holders61,152,909 (1)$10.66 (2)47,134,428 (3)
Equity compensation plans not approved by security holdersEquity compensation plans not approved by security holders      Equity compensation plans not approved by security holders—  —  —  
TotalTotal64,624,420 (1)$10.32 (2)69,848,225 (3)Total61,152,909 (1)$10.66 (2)47,134,428 (3)
(1)Includes outstanding optionsoption awards of 55,994,907,45,354,450, which have a weighted averageweighted-average exercise price of $10.32,$10.66, 6,539,33010,676,188 awards of ordinary shares issuable upon vesting of performance shares/rights, 1,442,8744,230,374 awards of ordinary shares issuable upon vesting of share rights, and 647,309891,898 restricted shares issued under the share retention plan.
(2)Performance shares/rights, share rights, restricted share awards, and non-executive director share plans are excluded when determining the weighted-average exercise price of outstanding options.
(3)May be issued as options, performance shares/rights, share rights, or restricted shares.

    The additional information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after June 30, 2020,2022, and such information is expressly incorporated herein by reference.

Item 13. - Certain Relationships and Related Transactions, and Director Independence

    The information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after June 30, 2020,2022, and such information is expressly incorporated herein by reference.

Item 14. - Principal Accountant Fees and Services

    The information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after June 30, 2020,2022, and such information is expressly incorporated herein by reference.

115109


PART IV

Item 15. - Exhibits and Financial Statement Schedules
  Pages in Form 10-K
(a) Financial Statements, Financial Statement Schedule, and Exhibits
(1)  Financial Statements
 
 
 
 
 
  
(2)  Financial Statement Schedule
 
 All other schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.
  
(3)  Exhibits
ExhibitExhibitDescriptionForm of FilingExhibitDescriptionForm of Filing
2 2 .1Incorporated by Reference2 .1Incorporated by Reference
33.1Incorporated by Reference3.1Incorporated by Reference
33.2Incorporated by Reference3.2Incorporated by Reference
44.1Incorporated by Reference
44.1Incorporated by Reference4.2Incorporated by Reference
44.2Incorporated by Reference4.3Incorporated by Reference
44.3Incorporated by Reference4.4Incorporated by Reference
44.4Incorporated by Reference4.5Incorporated by Reference
44.5Incorporated by Reference4.6Incorporated by Reference
44.7Incorporated by Reference
44.8Incorporated by Reference
116110


ExhibitExhibitDescriptionForm of FilingExhibitDescriptionForm of Filing
44.9Incorporated by Reference
44.6Incorporated by Reference4.10Incorporated by Reference
44.7Incorporated by Reference4.11Incorporated by Reference
44.8Incorporated by Reference4.12Incorporated by Reference
44.9Incorporated by Reference4.13Incorporated by Reference
44.10Incorporated by Reference4.14Incorporated by Reference
44.11Incorporated by Reference4.15Incorporated by Reference
44.12Incorporated by Reference4.16Filed Herewith
44.13Incorporated by Reference4.17Incorporated by Reference
44.14Incorporated by Reference4.18Incorporated by Reference
44.15Incorporated by Reference4.19Incorporated by Reference
44.16Incorporated by Reference4.20Incorporated by Reference
4.17Incorporated by Reference
4.18Incorporated by Reference
4.19Incorporated by Reference
4.20Incorporated by Reference
4.21Incorporated by Reference
4.22Incorporated by Reference
4.23Incorporated by Reference
1010.1Incorporated by Reference
1010.2Incorporated by Reference
1010.3Incorporated by Reference
1010.4Incorporated by Reference
1010.5Incorporated by Reference
117111


ExhibitDescriptionForm of Filing
4.24Incorporated by Reference
4.25Incorporated by Reference
4.26Filed Herewith
10.1Incorporated by Reference
10.2Incorporated by Reference
10.3Incorporated by Reference
10.4Incorporated by Reference
10.5Incorporated by Reference
10.6Incorporated by Reference
10.7Incorporated by Reference
10.8Filed Herewith
10.9Incorporated by Reference
10.10Incorporated by Reference
10.11Incorporated by Reference
10.12Incorporated by Reference
10.13Incorporated by Reference
10.14Incorporated by Reference
118


ExhibitDescriptionForm of Filing
10.15Incorporated by Reference
10.16Incorporated by Reference
10.17Incorporated by Reference
10.18Incorporated by Reference
10.19Incorporated by Reference
10.20Incorporated by Reference
10.21Incorporated by Reference
10.22Incorporated by Reference
10.23Incorporated by Reference
10.24Incorporated by Reference
10.25Incorporated by Reference
10.26Incorporated by Reference
10.27Incorporated by Reference
10.28Incorporated by Reference
119


ExhibitExhibitDescriptionForm of FilingExhibitDescriptionForm of Filing
1010.29Incorporated by Reference10.6Incorporated by Reference
1010.30Incorporated by Reference10.7Incorporated by Reference
1010.31Incorporated by Reference10.8Incorporated by Reference
1010.32Incorporated by Reference10.9Incorporated by Reference
1010.33Incorporated by Reference10.10Incorporated by Reference
1010.11Incorporated by Reference
1010.12Incorporated by Reference
1010.13Incorporated by Reference
2121.1Filed Herewith21.1Filed Herewith
2222Filed Herewith22Filed Herewith
23.1Filed Herewith
2323.2Filed Herewith23Filed Herewith
3131.1Filed Herewith31.1Filed Herewith
3131.2Filed Herewith31.2Filed Herewith
3232Furnished Herewith32Furnished Herewith
101101 Inline XBRL Interactive data files – The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.Filed Electronically101 Inline XBRL Interactive data files – The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.Filed Electronically
104104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).Filed Electronically104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).Filed Electronically
* This exhibit is a management contract or compensatory plan or arrangement.

Item 16. - Form 10-K Summary

    None.

120112


Signatures

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMCOR PLC
By/s/ Michael CasamentoBy/s/ Julie Sorrells
Michael Casamento, Executive Vice President and Chief Financial Officer (Principal Financial Officer)Julie Sorrells, Vice President & Corporate Controller (Principal Accounting Officer)
August 27, 202018, 2022August 27, 202018, 2022

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Michael Casamento/s/ Julie Sorrells
Michael Casamento, Executive Vice President and Chief Financial Officer (Principal Financial Officer)Julie Sorrells, Vice President & Corporate Controller (Principal Accounting Officer)
August 27, 202018, 2022August 27, 202018, 2022
/s/ Ronald Delia/s/ Armin Meyer
Ronald Delia, Managing Director and Chief Executive OfficerArmin Meyer, Director and Deputy Chairman
August 27, 202018, 2022August 27, 202018, 2022
/s/ Graeme Liebelt/s/ Andrea Bertone
Graeme Liebelt, Director and ChairmanAndrea Bertone, Director
August 27, 202018, 2022August 27, 202018, 2022
/s/ Nicholas (Tom) Long/s/ Karen Guerra
Nicholas (Tom) Long, DirectorKaren Guerra, Director
August 27, 202018, 2022August 27, 202018, 2022
/s/ Arun Nayar/s/ Jeremy Sutcliffe
Arun Nayar, DirectorJeremy Sutcliffe, Director
August 27, 202018, 2022August 27, 202018, 2022
/s/ Philip WeaverAchal Agarwal/s/ David Szczupak
Philip Weaver,Achal Agarwal, DirectorDavid Szczupak, Director
August 27, 202018, 2022August 27, 202018, 2022
/s/ Susan Carter
Susan Carter, Director
August 18, 2022

121113


Schedule II - Valuation and Qualifying Accounts and Reserves
(in millions)

Reserves for Doubtful Accounts, Sales Returns, Discounts, and Allowances:
Year ended June 30,Year ended June 30,Balance at Beginning of the YearAdditions Charged to Profit and LossWrite-offsForeign Currency Impact and Other (1)Balance at End of the YearYear ended June 30,Balance at Beginning of the Year (1)Additions Charged to Profit and LossWrite-offsForeign Currency Impact and Other (2)Balance at End of the Year
20222022$28 $$(3)$(2)$25 
2021202142 (4)(11)28 
20202020$34.4 $5.0 $(0.8)$(3.3)$35.3 202034 (1)(3)35 
2019$17.0 $3.2 $ $14.2 $34.4 
2018$20.9 $0.3 $(3.0)$(1.2)$17.0 
(1)Beginning balance for fiscal year 2021 includes $7 million addition due to the adoption of ASC 326 ("CECL").
(2)Foreign Currency Impact and Other includes reserve accruals related to acquisitions.

122114