UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
amcr-20200331_g1.jpg
FORM 10-Q
10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended DecemberMarch 31, 20192020

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 001-36786
001-36786

AMCOR PLC
(Exact name of Registrant as specified in its charter)
Jersey98-1455367
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

83 Tower Road North
Warmley, BristolBS30 8XP
United Kingdom
(Address of principal executive offices)

Registrant’s telephone number, including area code: +441179753200

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 ShareAMCRNew York Stock Exchange

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 ☐


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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☐Emerging growth companyGrowth Company☐
Non-Accelerated Filer☒Smaller Reporting Company☐
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 Registrantregistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of FebruaryMay 7, 2020, the registrant had 1,604,047,2771,574,437,347 ordinary shares, $0.01 par value, outstanding.


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Amcor plc
Quarterly Report on Form 10-Q
Table of Contents
Item 1.
6
Condensed Consolidated Statement of Income
6
Condensed Consolidated Statement of Comprehensive Income
7
Condensed Consolidated Balance Sheet
8
Condensed Consolidated Statement of Cash Flows
9
Condensed Consolidated Statement of Equity
10
Notes to Consolidated Financial Statements
11
Item 2.
3435
Summary of Financial Results
3435
Overview
3536
Significant Items Affecting the Periods Presented
3536
Results of Operations
3738
Presentation of Non-GAAP Information
4445
Liquidity and Capital Resources
4649
New Accounting Pronouncements
4750
Critical Accounting Estimates and Judgments
4750
Item 3.
4851
Item 4.
4851
Item 1.
5053
Item 1A.
5053
Item 2.
5053
Item 3.
5054
Item 4.
5054
Item 5.
5054
Item 6.
5155
5256


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Cautionary Statement Regarding Forward-Looking Statements

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

This Quarterly Report on Form 10-Q contains certain estimates, predictions, and other "forward-looking statements"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," "expect," "anticipate," "intend," "estimate," "target," "may," "will," "plan," "project," "should," "continue," "outlook," "approximately," "would," "could,"“believe,” “expect,”, “target”, “project”, “may,” “could,” “would,” “approximately,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “estimate,” “potential,” “outlook” or “continue,” the negative of these words, other terms of similar meaning or the negative thereof or other similar expressions, or discussionuse of future goals or aspirations, which are predictions of or indicate future events and trends and which do not relate to historical matters.dates. Such statements are based on information available to management as of the time of such statements and relate to, among other things,current expectations of the business environment in which we operate, projectionsmanagement of Amcor and are qualified by the inherent risks and uncertainties surrounding future performance (financial and otherwise), including those of acquired companies, perceived opportunities in the market and statements regarding our strategy and vision. Forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause actualexpectations generally. Actual results performance, or achievements tocould differ materially from those currently anticipated future results, performancedue to a number of risks and uncertainties. None of Amcor or achievementsany of its respective directors, executive officers or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revisein any forward-looking statement, whether as a result of new information, future events, or otherwise. Factorsstatements will actually occur. Risks and uncertainties that could cause actual results to differ from those expectedexpectations include, but are not limited to:


•the continued financial and operational impacts of the 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);
We are exposed to •changes 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 which could have a significant adverse impact on our sales revenue and profitability;customers;
•significant competition in the industries and regions in which we operate, which could adversely affect our business;operate;
•the failure to realize the anticipated benefits of the acquisition of Bemis;Bemis Company, Inc. (“Bemis”);
•the failure to successfully integrate the business and operations of Bemis in the expected time frame may adversely affect our future results;frame;
we may be unable•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, which could have an adverse impact on our ability to compete effectively;rights;
•challenging current and future global economic conditions, which have had, and may continue to have, a negative impact on our business operations and financial results;conditions;
our international operations subject us to various risks that could adversely affect our business operations and financial results;•impacts of operating internationally;
•price fluctuations or shortages in the availability of raw materials, energy and other inputs, which could adversely affect our business;
we are subject to •production, supply and other commercial risks, including counterparty credit risks, which may be exacerbated in times of economic downturn;
•a failure in our information technology systems which could negatively affect our business;systems;
if we are unable•an inability to attract and retain key personnel, we may be adversely affected;personnel;
we are subject to •costs and liabilities related to current and future environmental and health and safety laws and regulationsregulations;
•labor disputes;
•the possibility that could adversely affect our business;
we are subject to the risk of labor disputes, which could adversely affect our business;
our financing agreements willmay need to be renegotiated if the London Interbank Offered Rate ("LIBOR") ceases to exist;
we are exposed to •foreign exchange rate risk;
•an increase in interest rates could reduce our reported results of operations;rates;
•a downgrade in our credit rating that could increase our borrowing costs and negatively affect our financial condition and results of operations;
•a failure to hedge effectively against adverse fluctuations in interest rates and foreign exchange rates could negatively impact our results of operations;rates;
•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;assets;
•the inability to meet the significant demands that have been placed on our financial controls and reporting systems as a result of the acquisition of Bemis;Bemis, including any inability to remediate our material weaknesses;
if we fail•our need 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, resultsfuture;
•an inability of operations or cash flows, which may adversely affect investor confidence in us and, as a result, the value of our common stock;

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our insurance policies, including our use of a captive insurance company, may notto provide adequate protection against all of the risks we face;
•litigation or regulatory developments which could adversely affect our business operations and financial performance;developments;
•changing government regulations in environmental, health, and safety matters which may adversely affect our company;matters; and
our success is dependent on •our ability to develop and successfully introduce new products and to develop, acquire and retain intellectual property rights.

These risks and other risks, uncertainties and assumptionsare supplemented by those identified from time to time in our filings with the Securities and Exchange Commission, including without limitation, those described under Part I, "Item 1A - Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2019 could cause actual future resultsand those described under Part II, "Item 1A. - Risk Factors" of this Quarterly Report on Form 10-Q. You can obtain copies of Amcor’s filings with the SEC for free at the SEC’s website (www.sec.gov). Forward-looking statements included herein are made only as of the date hereof and Amcor does not undertake
4


any obligation to differ materially from those projectedupdate any forward-looking statements, or any other information in the forward-looking statements. In addition, actual future results could differ materially from those projected in the forward-looking statementsthis communication, as a result of changesnew information, future developments or otherwise, or to correct any inaccuracies or omissions in the assumptions used in making suchthem which become apparent, except as expressly required by law. All forward-looking statements.

You should read this Quarterly Report and the documents that we referencestatements in this Quarterly Report and have filed as exhibits tocommunication are qualified in their entirety by this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.statement.


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Part I - Financial Information
Item 1. Financial Statements
Amcor plc and Subsidiaries
Condensed Consolidated Statement of Income
(Unaudited)
 Three Months Ended December 31, Six Months Ended December 31,Three Months Ended March 31,Nine Months Ended March 31,
($ in millions, except per share data) 2019 2018 2019 2018($ in millions, except per share data)2020201920202019
Net sales $3,043.1
 $2,285.4
 $6,183.8
 $4,545.6
Net sales$3,141.0  $2,309.9  $9,324.8  $6,855.3  
Cost of sales (2,425.8) (1,832.4) (5,019.8) (3,701.0)Cost of sales(2,489.0) (1,890.1) (7,508.8) (5,591.1) 
        
Gross profit 617.3
 453.0
 1,164.0
 844.6
Gross profit652.0  419.8  1,816.0  1,264.2  
        
Operating expenses:        Operating expenses:
Selling, general, and administrative expenses (308.3) (205.3) (680.2) (403.6)Selling, general, and administrative expenses(353.2) (220.6) (1,033.4) (624.2) 
Research and development expenses (23.5) (17.3) (49.4) (31.5)Research and development expenses(24.9) (15.8) (74.3) (47.3) 
Restructuring and related expenses (24.1) (39.9) (41.7) (52.4)Restructuring and related expenses(20.1) (8.5) (61.8) (60.9) 
Other income, net 10.9
 31.0
 20.2
 41.9
Other income, net17.4  6.4  37.6  48.3  
        
Operating income 272.3
 221.5
 412.9
 399.0
Operating income271.2  181.3  684.1  580.1  
        
Interest income 6.3
 5.2
 13.0
 8.1
Interest income5.3  3.5  18.3  11.6  
Interest expense (52.3) (52.1) (112.0) (108.4)Interest expense(45.8) (51.1) (157.8) (159.3) 
Other non-operating income (loss), net 4.4
 5.7
 12.0
 3.1
Other non-operating income (loss), net5.4  1.1  17.4  4.2  
        
Income from continuing operations before income taxes and equity in income (loss) of affiliated companies 230.7
 180.3
 325.9
 301.8
Income from continuing operations before income taxes and equity in income (loss) of affiliated companies236.1  134.8  562.0  436.6  
        
Income tax expense (45.1) (31.1) (66.9) (52.8)Income tax expense(56.1) (28.0) (123.0) (80.8) 
Equity in income (loss) of affiliated companies, net of tax 2.2
 (8.6) 4.5
 (6.9)Equity in income (loss) of affiliated companies, net of tax3.6  5.6  8.1  (1.3) 
        
Income from continuing operations 187.8
 140.6
 263.5
 242.1
Income from continuing operations183.6  112.4  447.1  354.5  
        
Income (loss) from discontinued operations, net of tax —
 —
 (7.7) —
Income (loss) from discontinued operations, net of tax—  —  (7.7) —  
        
Net income $187.8
 $140.6
 $255.8
 $242.1
Net income$183.6  $112.4  $439.4  $354.5  
        
Net (income) loss attributable to non-controlling interests $(2.2) $(2.0) $(4.2) $(5.1)Net (income) loss attributable to non-controlling interests(2.1) 0.2  (6.3) (4.9) 
        
Net income attributable to Amcor plc $185.6
 $138.6
 $251.6
 $237.0
Net income attributable to Amcor plc$181.5  $112.6  $433.1  $349.6  
        
Basic earnings per share:        Basic earnings per share:
Income from continuing operations $0.115
 $0.120
 $0.160
 $0.205
Income from continuing operations$0.114  $0.097  $0.274  $0.302  
Income from discontinued operations —
 —
 (0.005) —
Income from discontinued operations—  —  (0.005) —  
Net income $0.115
 $0.120
 $0.155
 $0.205
Net income$0.114  $0.097  $0.269  $0.302  
        
Diluted earnings per share:        Diluted earnings per share:
Income from continuing operations $0.115
 $0.120
 $0.160
 $0.204
Income from continuing operations$0.114  $0.097  $0.273  $0.301  
Income from discontinued operations —
 —
 (0.005) —
Income from discontinued operations—  —  (0.005) —  
Net income $0.115
 $0.120
 $0.155
 $0.204
Net income$0.114  $0.097  $0.269  $0.301  
See accompanying notes to condensed consolidated financial statements.

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Amcor plc and Subsidiaries
Condensed Consolidated Statement of Comprehensive Income
(Unaudited)
 Three Months Ended December 31, Six Months Ended December 31,Three Months Ended March 31,Nine Months Ended March 31,
($ in millions) 2019 2018 2019 2018($ in millions)2020201920202019
Net income $187.8
 $140.6
 $255.8
 $242.1
Net income$183.6  $112.4  $439.4  $354.5  
Other comprehensive income (loss):        Other comprehensive income (loss):
Net gains (losses) on cash flow hedges, net of tax (a) 2.5
 (2.3) 3.1
 (4.5)Net gains (losses) on cash flow hedges, net of tax (a)(28.7) 1.4  (25.6) (3.1) 
Foreign currency translation adjustments, net of tax (b) 67.9
 (20.8) 17.2
 12.7
Foreign currency translation adjustments, net of tax (b)(325.5) 16.4  (308.3) 29.1  
Net investment hedge of foreign operations, net of tax (c) (0.1) 10.8
 (2.0) (14.1)Net investment hedge of foreign operations, net of tax (c)(1.2) 0.8  (3.2) (13.3) 
Pension, net of tax (d) 0.6
 (30.3) 1.5
 (30.0)Pension, net of tax (d)0.1  —  1.6  (30.0) 
Other comprehensive income (loss) 70.9
 (42.6) 19.8
 (35.9)Other comprehensive income (loss)(355.3) 18.6  (335.5) (17.3) 
Total comprehensive income 258.7
 98.0
 275.6
 206.2
Total comprehensive income(171.7) 131.0  103.9  337.2  
Comprehensive (income) loss attributable to non-controlling interest (2.2) (1.1) (4.2) (4.2)Comprehensive (income) loss attributable to non-controlling interest(2.1) (0.3) (6.3) (4.5) 
Comprehensive income attributable to Amcor plc $256.5
 $96.9
 $271.4
 $202.0
Comprehensive income attributable to Amcor plc$(173.8) $130.7  $97.6  $332.7  
        
(a) Tax (expense) benefit related to cash flow hedges $(0.8) $0.9
 $(0.8) $1.2
(a) Tax (expense) benefit related to cash flow hedges$2.0  $(0.3) $1.2  $0.9  
(b) Tax (expense) benefit related to foreign currency translation adjustments $1.7
 $2.6
 $(0.4) $(2.2)(b) Tax (expense) benefit related to foreign currency translation adjustments$(7.7) $(8.5) $(8.1) $(10.7) 
(c) Tax (expense) benefit related to net investment hedge of foreign operations $(0.1) $(6.1) $0.8
 $1.4
(c) Tax (expense) benefit related to net investment hedge of foreign operations$0.4  $(0.3) $1.2  $1.1  
(d) Tax (expense) benefit related to pension adjustments $(0.2) $(6.2) $(0.4) $(6.3)(d) Tax (expense) benefit related to pension adjustments$—  $—  $(0.4) $(6.3) 
See accompanying notes to condensed consolidated financial statements.


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Amcor plc and Subsidiaries
Condensed Consolidated Balance Sheet
(Unaudited)
(in millions) December 31, 2019 June 30, 2019(in millions)March 31, 2020June 30, 2019
Assets    Assets
Current assets:    Current assets:  
Cash and cash equivalents $673.8
 $601.6
Cash and cash equivalents  $537.8  $601.6  
Trade receivables, net 1,669.1
 1,864.3
Trade receivables, net  1,730.5  1,864.3  
Inventories, net 1,891.8
 1,953.8
Inventories, net  1,819.8  1,953.8  
Prepaid expenses and other current assets 452.9
 374.3
Prepaid expenses and other current assets  414.1  374.3  
Assets held for sale —
 416.1
Assets held for sale  —  416.1  
Total current assets 4,687.6
 5,210.1
Total current assets  4,502.2  5,210.1  
Non-current assets:    Non-current assets:  
Investments in affiliated companies 96.8
 98.9
Investments in affiliated companies  108.6  98.9  
Property, plant and equipment, net 3,757.5
 3,975.0
Property, plant and equipment, net  3,633.0  3,975.0  
Operating lease assets 553.3
 —
Operating lease assets  525.8  —  
Deferred tax assets 159.4
 190.9
Deferred tax assets  176.7  190.9  
Other intangible assets, net 2,094.1
 2,306.8
Other intangible assets, net  2,037.5  2,306.8  
Goodwill 5,246.3
 5,156.0
Goodwill  5,226.8  5,156.0  
Employee benefit assets 40.6
 40.2
Employee benefit assets  38.0  40.2  
Other non-current assets 197.0
 187.1
Other non-current assets  172.4  187.1  
Total non-current assets 12,145.0
 11,954.9
Total non-current assets  11,918.8  11,954.9  
Total assets $16,832.6
 $17,165.0
Total assets  $16,421.0  $17,165.0  
Liabilities    Liabilities
Current liabilities:    Current liabilities:  
Current portion of long-term debt $4.2
 $5.4
Current portion of long-term debt  $2.8  $5.4  
Short-term debt 353.0
 788.8
Short-term debt  310.0  788.8  
Trade payables 2,075.8
 2,303.4
Trade payables  1,861.3  2,303.4  
Accrued employee costs 314.4
 378.4
Accrued employee costs  382.1  378.4  
Other current liabilities 1,020.0
 1,044.9
Other current liabilities  1,095.7  1,044.9  
Liabilities held for sale —
 20.9
Liabilities held for sale  —  20.9  
Total current liabilities 3,767.4
 4,541.8
Total current liabilities  3,651.9  4,541.8  
Non-current liabilities:    Non-current liabilities:  
Long-term debt, less current portion 5,853.5
 5,309.0
Long-term debt, less current portion  6,208.8  5,309.0  
Operating lease liabilities 491.3
 —
Operating lease liabilities  465.6  —  
Deferred tax liabilities 726.5
 1,011.7
Deferred tax liabilities  746.5  1,011.7  
Employee benefit obligations 371.0
 386.8
Employee benefit obligations  354.9  386.8  
Other non-current liabilities 220.0
 241.0
Other non-current liabilities  190.5  241.0  
Total non-current liabilities 7,662.3
 6,948.5
Total non-current liabilities  7,966.3  6,948.5  
Total liabilities 11,429.7
 11,490.3
Total liabilities  11,618.2  11,490.3  
    
Commitments and contingencies (See Note 16) 


 


Commitments and contingencies (See Note 16) 
    
Shareholders' Equity    Shareholders' Equity
Amcor plc shareholders’ equity:    Amcor plc shareholders’ equity:  
Ordinary shares ($0.01 par value)    Ordinary shares ($0.01 par value)
Authorized (9,000.0 shares)    Authorized (9,000.0 shares)
Issued (1,604.0 and 1,625.9 shares, respectively) 16.1
 16.3
Issued (1,574.4 and 1,625.9 shares, respectively)Issued (1,574.4 and 1,625.9 shares, respectively)15.8  16.3  
Additional paid-in capital 5,783.2
 6,007.5
Additional paid-in capital  5,538.4  6,007.5  
Retained earnings 254.4
 323.7
Retained earnings  254.7  323.7  
Accumulated other comprehensive income (loss) (702.6) (722.4)Accumulated other comprehensive income (loss) (1,057.9) (722.4) 
Treasury shares (1.1 and 1.4 shares, respectively) (11.4) (16.1)Treasury shares (1.1 and 1.4 shares, respectively)(11.4) (16.1) 
Total Amcor plc shareholders' equity 5,339.7
 5,609.0
Total Amcor plc shareholders' equity  4,739.6  5,609.0  
Non-controlling interest 63.2
 65.7
Non-controlling interest  63.2  65.7  
Total shareholders' equity 5,402.9
 5,674.7
Total shareholders' equity  4,802.8  5,674.7  
Total liabilities and shareholders' equity $16,832.6
 $17,165.0
Total liabilities and shareholders' equity  $16,421.0  $17,165.0  
See accompanying notes to condensed consolidated financial statements.

8




Amcor plc and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(Unaudited)
 Six Months Ended December 31,Nine Months Ended March 31,
($ in millions) 2019 2018($ in millions)20202019
Cash flows from operating activities:  
  
Cash flows from operating activities:        
Net income $255.8
 $242.1
Net income  $439.4  $354.5  
Adjustments to reconcile net income to net cash provided by operating activities:    Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation, amortization and impairment 331.8
 187.0
Depreciation, amortization and impairment  499.3  269.6  
Net periodic benefit cost 3.2
 5.3
Net periodic benefit cost  4.8  8.1  
Amortization of debt discount and deferred financing costs 2.9
 2.6
Amortization of debt discount and deferred financing costs  4.4  3.9  
Amortization of deferred gain on sale and leasebacks —
 (3.1)Amortization of deferred gain on sale and leasebacks  —  (4.9) 
Net gain on disposal of property, plant and equipment (0.5) (9.5)Net gain on disposal of property, plant and equipment  (0.5) (10.4) 
Equity in (income) loss of affiliated companies (4.5) 6.9
Equity in (income) loss of affiliated companies (8.1) 1.3  
Net foreign exchange (gain) loss 15.0
 (5.4)Net foreign exchange (gain) loss 1.2  1.0  
Share-based compensation 13.1
 8.3
Share-based compensation  23.6  11.9  
Other, net 0.7
 (1.0)Other, net  38.3  2.3  
Loss on transition to hyperinflationary accounting for Argentine subsidiaries 27.0
 19.0
Loss from hyperinflationary accounting for Argentine subsidiaries Loss from hyperinflationary accounting for Argentine subsidiaries  32.2  29.5  
Deferred income taxes, net (116.9) 1.1
Deferred income taxes, net  (130.2) (2.0) 
Dividends received from affiliated companies 6.8
 4.7
Dividends received from affiliated companies  6.8  4.7  
Changes in operating assets and liabilities, excluding effect of acquisitions, divestitures, and currency (192.4) (223.3)Changes in operating assets and liabilities, excluding effect of acquisitions, divestitures, and currency  (440.9) (548.1) 
Net cash provided by operating activities 342.0
 234.7
Net cash provided by operating activities  470.3  121.4  
Cash flows from investing activities:    Cash flows from investing activities:  
(Issuance) of loans to affiliated companies 0.6
 (0.6)(Issuance) of loans to affiliated companies (0.2) (0.4) 
Investments in affiliated companies —
 (0.8)Investments in affiliated companies  —  (1.2) 
Purchase of property, plant and equipment and other intangible assets (206.6) (172.0)Purchase of property, plant and equipment and other intangible assets  (312.7) (250.9) 
Proceeds from divestiture 397.1
 0.2
Proceeds from divestiture  424.9  —  
Proceeds from sales of property, plant and equipment and other intangible assets 2.9
 60.3
Proceeds from sales of property, plant and equipment and other intangible assets  4.4  68.7  
Net cash (used in) provided by investing activities 194.0
 (112.9)Net cash (used in) provided by investing activities 116.4  (183.8) 
Cash flows from financing activities:    Cash flows from financing activities:  
Proceeds from issuance of shares 0.9
 12.0
Proceeds from issuance of shares  0.9  16.5  
Settlement of forward contracts —
 (28.5)Settlement of forward contracts  —  (28.2) 
Purchase of treasury shares (11.3) (21.2)Purchase of treasury shares  (11.3) (32.2) 
Proceeds from issuance of treasury shares under dividend reinvestment plan —
 13.0
Proceeds from issuance of treasury shares under dividend reinvestment plan  —  13.0  
Proceeds from (purchase of) non-controlling interest 4.7
 3.5
Proceeds from (purchase of) non-controlling interest 4.6  3.5  
Proceeds from issuance of long-term debt 44.9
 1,294.9
Proceeds from issuance of long-term debt  1,201.6  1,210.2  
Repayment of long-term debt (2,112.5) (1,192.8)Repayment of long-term debt  (2,094.2) (1,292.8) 
Net borrowing/(repayment) of commercial paper 2,662.5
 (17.2)Net borrowing/(repayment) of commercial paper 1,816.3  177.5  
Net borrowing/(repayment) of short-term debt (417.5) (2.3)Net borrowing/(repayment) of short-term debt (455.1) 228.0  
Repayment of lease liabilities (0.6) (0.7)Repayment of lease liabilities  (0.7) (1.6) 
Share buyback/cancellations (222.6) —
Share buyback/cancellations  (478.2) —  
Dividends paid (390.6) (290.6)Dividends paid  (573.8) (291.5) 
Net cash used in financing activities (442.1) (229.9)Net cash used in financing activities  (589.9) 2.4  
    
Effect of exchange rates on cash and cash equivalents (21.7) (22.0)Effect of exchange rates on cash and cash equivalents  (60.6) (12.1) 
    
Net increase (decrease) in cash and cash equivalents 72.2
 (130.1)Net increase (decrease) in cash and cash equivalents (63.8) (72.1) 
Cash and cash equivalents balance at beginning of year 601.6
 620.8
Cash and cash equivalents balance at beginning of year  601.6  620.8  
    
Cash and cash equivalents balance at end of period $673.8
 $490.7
Cash and cash equivalents balance at end of period  $537.8  $548.7  
    
Interest paid, net of amounts capitalized $91.9
 $97.9
Interest paid, net of amounts capitalized  $134.3  $128.0  
Income taxes paid $184.2
 $62.3
Income taxes paid  $225.7  $99.5  
Supplemental non-cash disclosures relating to investing and financing activities: Supplemental non-cash disclosures relating to investing and financing activities:  
Purchase of property and equipment, accrued but unpaid Purchase of property and equipment, accrued but unpaid  $59.8  $53.9  
See accompanying notes to condensed consolidated financial statements.

9




Amcor plc and Subsidiaries
Condensed Consolidated Statement of Equity
(Unaudited)
($ in millions, except per share data)Ordinary SharesAdditional Paid-In CapitalRetained
Earnings		Accumulated Other Comprehensive Income (Loss)Treasury SharesNon-controlling InterestTotal
Balance as of December 31, 2018$—  $798.1  $520.4  $(743.5) $(12.2) $64.0  $626.8  
Net income (loss) 112.6  (0.2) 112.4  
Other comprehensive income (loss) 18.1  0.5  18.6  
Dividends declared ($0.215 per share)(249.0) (0.2) (249.2) 
Options exercised and shares vested  (1.5) 5.7  4.2  
Purchase of treasury shares  (11.0) (11.0) 
Share-based compensation expense  3.6  3.6  
Change in non-controlling interest  (1.2) (0.9) (2.1) 
Balance as of March 31, 2019$—  $799.0  $384.0  $(725.4) $(17.5) $63.2  $503.3  
Balance as of June 30, 2018$—  $784.4  $561.4  $(708.5) $(10.7) $68.8  $695.4  
Net income (loss)349.6  4.9  354.5  
Other comprehensive income (loss)(16.9) (0.4) (17.3) 
Dividends declared ($0.455 per share)(527.0) (12.8) (539.8) 
Options exercised and shares vested(21.1) 37.5  16.4  
Settlement of forward contracts to purchase own equity to meet share-based incentive plans, net of tax25.1  (25.1) —  
Purchase of treasury shares(32.2) (32.2) 
Issuance of treasury shares under dividend reinvestment plan13.0  13.0  
Share-based compensation expense11.9  11.9  
Change in non-controlling interest(1.3) 2.7  1.4  
Balance as of March 31, 2019$—  $799.0  $384.0  $(725.4) $(17.5) $63.2  $503.3  
Balance as of December 31, 2019$16.1  $5,783.2  $254.4  $(702.6) $(11.4) $63.2  $5,402.9  
Net income (loss) 181.5  2.1  183.6  
Other comprehensive income (loss) (355.3) (355.3) 
Share buyback/cancellations  (0.3) (255.3) (255.6) 
Dividends declared ($0.115 per share)(181.2) (2.1) (183.3) 
Share-based compensation expense  10.5  10.5  
Balance as of March 31, 2020$15.8  $5,538.4  $254.7  $(1,057.9) $(11.4) $63.2  $4,802.8  
Balance as of June 30, 2019$16.3  $6,007.5  $323.7  $(722.4) $(16.1) $65.7  $5,674.7  
Net income (loss)433.1  6.3  439.4  
Other comprehensive income (loss)(335.5) (335.5) 
Share buyback/cancellations(0.5) (477.7) (478.2) 
Dividends declared ($0.350 per share)(560.3) (13.5) (573.8) 
Options exercised and shares vested(15.0) 16.0  1.0  
Purchase of treasury shares(11.3) (11.3) 
Share-based compensation expense23.6  23.6  
Change in non-controlling interest4.7  4.7  
Cumulative adjustment related to the adoption of ASC 842 (1)58.2  58.2  
Balance as of March 31, 2020$15.8  $5,538.4  $254.7  $(1,057.9) $(11.4) $63.2  $4,802.8  
($ in millions, except per share data) Ordinary Shares Additional Paid-In Capital Retained
Earnings		 Accumulated Other Comprehensive Income (Loss) Treasury Shares Non-controlling Interest Total
Balance as of September 30, 2018 $—
 $796.6
 $381.8
 $(701.8) $(30.3) $69.8
 $516.1
Net income (loss)     138.6
     2.0
 140.6
Other comprehensive income (loss)       (41.7)   (0.9) (42.6)
Dividends declared           (10.5) (10.5)
Options exercised and shares vested   (2.3)     5.1
   2.8
Issuance of treasury shares under dividend reinvestment plan         13.0
   13.0
Share-based compensation expense   3.8
         3.8
Change in non-controlling interest           3.6
 3.6
Balance as of December 31, 2018 $—
 $798.1
 $520.4
 $(743.5) $(12.2) $64.0
 $626.8
               
Balance as of June 30, 2018 $—
 $784.4
 $561.4
 $(708.5) $(10.7) $68.8
 $695.4
Net income (loss)     237.0
     5.1
 242.1
Other comprehensive income (loss)       (35.0)   (0.9) (35.9)
Dividends declared ($0.240 per share)     (278.0)     (12.6) (290.6)
Options exercised and shares vested   (19.6)     31.8
   12.2
Settlement of forward contracts to purchase own equity to meet share based incentive plans, net of tax   25.1
     (25.1)   —
Purchase of treasury shares         (21.2)   (21.2)
Issuance of treasury shares under dividend reinvestment plan         13.0
   13.0
Share-based compensation expense   8.3
         8.3
Change in non-controlling interest   (0.1)       3.6
 3.5
Balance as of December 31, 2018 $—
 $798.1
 $520.4
 $(743.5) $(12.2) $64.0
 $626.8
               
Balance as of September 30, 2019 $16.2
 $5,940.7
 $252.3
 $(773.5) $(11.5) $67.2
 $5,491.4
Net income (loss)     185.6
     2.2
 187.8
Other comprehensive income (loss)       70.9
     70.9
Share buyback/cancellations (0.1) (164.2)         (164.3)
Dividends declared ($0.115 per share)     (183.5)     (10.9) (194.4)
Options exercised and shares vested   (0.4)     1.2
   0.8
Purchase of treasury shares         (1.1)   (1.1)
Share-based compensation expense   7.1
         7.1
Change in non-controlling interest           4.7
 4.7
Balance as of December 31, 2019 $16.1
 $5,783.2
 $254.4
 $(702.6) $(11.4) $63.2
 $5,402.9
               
Balance as of June 30, 2019 $16.3
 $6,007.5
 $323.7
 $(722.4) $(16.1) $65.7
 $5,674.7
Net income (loss)     251.6
     4.2
 255.8
Other comprehensive income (loss)       19.8
     19.8
Share buyback/cancellations (0.2) (222.4)         (222.6)
Dividends declared ($0.235 per share)     (379.1)     (11.4) (390.5)
Options exercised and shares vested   (15.0)     16.0
   1.0
Purchase of treasury shares         (11.3)   (11.3)
Share-based compensation expense   13.1
         13.1
Change in non-controlling interest           4.7
 4.7
Cumulative adjustment related to the adoption of ASC 842 (1)     58.2
       58.2
Balance as of December 31, 2019 $16.1
 $5,783.2
 $254.4
 $(702.6) $(11.4) $63.2
 $5,402.9
(1)Refer to Note 2, "New Accounting Guidance" for more information.
(1)Refer to Note 2, "New Accounting Guidance" for more information.
See accompanying notes to condensed consolidated financial statements.


10




Amcor plc and Subsidiaries
Notes to Condensed Consolidated Financial Statements

Note 1 - Nature of Operations and Basis of Presentation


Amcor plc ("Amcor" or the "Company") is a global packaging company that employs approximately 50,000 people across approximately 250 sites in more than 40 countries. The Company develops and produces a broad range of packaging products including flexible packaging and rigid packaging containers.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Consistent with these requirements, this Form 10-Q does not include all the information required by U.S. GAAP for complete financial statements. It is management's opinion, however, that all material adjustments (consisting of normal recurring accruals) have been made which are necessary for a fair statement of its financial position, results of operations and cash flows. For further information, this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2019.

The Company reclassified prior year comparative figures in the condensed consolidated statement of cash flows to conform to the current year's presentation. In addition, the Company reclassified certain prior year comparative figures from interest expense to net sales to conform to the current year’s presentation.  This change in presentation did not have an impact on the Company’s financial condition or operating results.

Significant Accounting Policies

The Company's significant accounting policies are described in Note 2, Significant Accounting Policies, in the Notes to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2019. Below is the Company's accounting policy regarding highly inflationary accounting.

Argentina 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 reporting entity. As of March 31, 2020, the Argentine economy was designated as highly inflationary for accounting purposes. Accordingly, beginning July 1, 2018, the Company began reporting the financial results of its subsidiaries with a functional currency of Argentine Peso at the functional currency of the parent, which is the U.S. Dollar. The transition to highly inflationary accounting resulted in an operating loss of $4.9 million and $23.4 million that was reflected in the unaudited condensed consolidated statement of income for the three and nine months ended March 31, 2020 and $10.5 million and $29.5 million for the three and nine months ended March 31, 2019.
Note 2 - New Accounting Guidance

Recently Adopted Accounting Standards

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.

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 respective approach, with the exception of presentation and disclosure guidance
11


which is adopted prospectively. Implementation of the standard did not have a material impact on the 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 unaudited 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.

11



The complete impact of the changes made to the Company's unaudited condensed consolidated balance sheet due to the adoption of the new leasing guidance were as follows:
($ 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  
($ in millions) June 30, 2019 Adjustments due to Adoption At July 1, 2019
Operating lease assets —
 569.8
 569.8
Other current liabilities 1,044.9
 54.3
 1,099.2
Operating lease liabilities —
 506.8
 506.8
Deferred tax liabilities 1,011.7
 18.7
 1,030.4
Other non-current liabilities 241.0
 (68.2) 172.8
Retained earnings 323.7
 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 10, "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 is currently assessing the impact that the adoption of this new guidance will have on its condensed 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, the guidance will be effective for the Company on July 1, 2021. The Company is currently evaluating the impact that this guidance will have on its financial statements and related disclosures.

In March 2020, the FASB issued optional expedients and exceptions to ease the potential burden in accounting for reference rate reform related to contract modifications, hedging relationships, and other transactions that reference the London
12


Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued, subject to meeting certain criteria. The Company is currently evaluating whether to elect the adoption of this optional guidance.

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


12



Note 3 - Acquisitions

Bemis Company, Inc.

On June 11, 2019, the Company completed the acquisition of 100% of the outstanding shares of Bemis Company, IncInc. ("Bemis"), a global manufacturer of flexible packaging products based in the United States. Pursuant to the Transaction Agreement, dated as of August 6, 2018, each outstanding share of Bemis common stock 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").

The following table summarizes the fair value 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)$11.18 
Total equity consideration ($ in millions)$5,229.6 
Bemis shares outstanding at June 11, 2019 (in millions) 91.7
Share exchange ratio 5.1
Price per share (based on Amcor’s closing share price on June 11, 2019) $11.18
Total equity consideration ($ in millions) $5,229.6


The acquisition of Bemis positions 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 Company has made measurement period adjustments at DecemberMarch 31, 20192020 resulting in a $99.8$117.2 million increase to goodwill, which includes a $162.9$170.0 million decrease to property, plant and equipment, a $98.8 million decrease to finite lived intangible assets, a $154.3$163.7 million decrease to deferred tax liabilities, along with other adjustments to assets held for sale and working capital. The Company estimated the preliminary fair value of acquired assets and liabilities as of the acquisition date based on information currently available and has adjusted those estimates primarily upon further evaluation of property and equipment acquired, and related adjustment to finite lived intangibles acquired and deferred taxes. The allocation of fair value for the assets and liabilities acquired remains preliminary given the number of global locations acquired and may continue to be adjusted up to one year after the acquisition. Accordingly, final determination of the fair values may result in further adjustments to the values presented in the following table.


13



($ in millions)
Cash and cash equivalents$3.3 
Trade receivables433.8 
Inventories673.5 
Prepaid expenses and other current assets82.0 
Assets held for sale464.2 
Property, plant and equipment1,220.7 
Deferred tax assets35.5 
Other intangible assets1,931.4 
Other non-current assets47.0 
Total identifiable assets acquired4,891.4 
Current portion of long-term debt1.7 
Short-term debt8.6 
Trade payables288.2 
Accrued employee costs165.6 
Other current liabilities304.4 
Liabilities held for sale21.9 
Long-term debt, less current portion1,365.3 
Deferred tax liabilities618.9 
Employee benefit obligation62.6 
Other non-current liabilities79.5 
Total liabilities assumed2,916.7 
Net identifiable assets acquired1,974.7 
Goodwill3,254.9 
Net assets acquired$5,229.6 
($ in millions)  
Cash and cash equivalents $3.3
Trade receivables 436.0
Inventories 679.6
Prepaid expenses and other current assets 83.3
Assets held for sale 464.2
Property, plant and equipment 1,227.8
Deferred tax assets 35.5
Other intangible assets 1,931.4
Other non-current assets 34.5
Total identifiable assets acquired 4,895.6
   
Current portion of long-term debt 1.7
Short-term debt 8.6
Trade payables 287.7
Accrued employee costs 161.1
Other current liabilities 283.0
Liabilities held for sale 21.9
Long-term debt, less current portion 1,365.3
Deferred tax liabilities 628.3
Employee benefit obligation 62.6
Other non-current liabilities 83.3
Total liabilities assumed 2,903.5
Net identifiable assets acquired 1,992.1
Goodwill 3,237.5
Net assets acquired $5,229.6


The following table details the preliminary 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
Other171.4  7
Total other intangible assets$1,931.4  


The purchase price allocation is preliminary in nature and subject to adjustments, which could be material. Any necessary adjustments will be finalized within one year from the date of acquisition. The preliminary allocation of the purchase price as of DecemberMarch 31, 20192020 has resulted in $3,237.5$3,254.9 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. As the Company finalizes the valuation of assets acquired and liabilities assumed, it will determine to which reporting units within the Company's segments any changes in goodwill should be recorded.


14



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.

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 three 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 2019 and the Company received $214.2 million resulting in a gain of $159.1 million. The EC Remedy was completed during the first quarter of fiscal 2020 and the Company received $397.1 million and recorded a loss on the sale of $8.8 million which is the result of the reclassification of accumulated foreign currency translation amounts from accumulated other comprehensive income to earnings from discontinued operations upon sale of the EC Remedy.

Note 4 - Discontinued Operations


On February 11, 2019, the Company received approval from the European Commission ("EC") for the acquisition of Bemis. A condition of the approval was an agreement to divest three 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 million, which is the result of the reclassification of accumulated foreign currency translation amounts from accumulated other comprehensive income to earnings from discontinued operations upon sale of the EC Remedy.

The following table summarizes the results of the EC Remedy, classified as discontinued operations, from July 1, 2019 until the sale of the EC Remedy on August 8, 2019:
Three Months Ended March 31,Nine Months Ended March 31,
($ in millions)2020
Net sales$— $15.8 
Income (loss) from discontinued operations— (7.1)
Tax expense on discontinued operations— (0.6)
Income (loss) from discontinued operations, net of tax$— $(7.7)
  Three Months Ended December 31, Six Months Ended December 31,
($ in millions) 2019
Net sales $—
 $15.8
     
Income (loss) from discontinued operations —
 (7.1)
Tax expense on discontinued operations —
 0.6
Income (loss) from discontinued operations, net of tax $—
 $(7.7)



15



Note 5 - Restructuring Plans

2019 Bemis Integration Plan

In connection with the acquisition of 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 pre-tax integration costs are expected to be approximately $200 million. The total 2019 Bemis Integration Plan costs include $165 million of restructuring and related expenses and $35 million of general integration expenses. The restructuring and related expenses are comprised of approximately $100 million in employee related expenses, $30 million in fixed asset related expenses, $15 million in other restructuring and $20 million in restructuring related expenses. The Company estimates that approximately $150 million of the $200 million total integration costs will result in cash expenditures, of which $115 million relate to restructuring and related expenditures. Cash payments for the sixnine months ended DecemberMarch 31, 20192020 were $44.7$69.3 million, of which $23.6$38.3 million were payments related to restructuring and related expenditures. Cash payments of approximately $50$20 million to $60$30 million are expected for the balance of the fiscal year with $40$10 million to $50$20 million representing payments for restructuring and related expenses. The 2019 Bemis Integration Plan relates to the Flexibles segment and Corporate and is expected to be completed by the end of fiscal year 2022.

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 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.
        
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 includes 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 pre-tax restructuring costs are expected to be approximately $95 million with the main component being the cost to exit manufacturing facilities and employee related costs. The Company estimates that approximately $65 million of the $95 million total costs will result in cash expenditures. Cash payments for the sixnine months ended DecemberMarch 31, 20192020 were $6.5$12.2 million, with approximately $10$5 million to $15$10 million expected during the remainder of the fiscal year. The 2018 Rigid Packaging Restructuring Plan is expected to be materially completed during this fiscal year.2021.

Other Restructuring Plans

The Company has entered into other individually immaterial restructuring plans ("Other Restructuring Plans"). The Company's restructuring charge related to these Plansplans was approximately $0.7$0.8 million and $12.3$1.5 million for the three months ended DecemberMarch 31, 20192020 and 2018,2019, respectively, and $1.0$1.8 million and $14.7$16.2 million for the sixnine months ended DecemberMarch 31, 20192020 and 2018,2019, respectively.

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Consolidated Amcor Restructuring Plans

The total costs incurred from the beginning of the Company's material restructuring plans are as follows:
($ in millions)2018 Rigid Packaging Restructuring Plan2019 Bemis Integration PlanOther Restructuring PlansTotal Restructuring and Related Expenses (1)
Fiscal year 2019 net charges to earnings64.1  47.9  18.8  130.8  
Fiscal year 2020 first quarter net charges to earnings3.4  13.9  0.3  17.6  
Fiscal year 2020 second quarter net charges to earnings2.6  20.8  0.7  24.1  
Fiscal year 2020 third quarter net charges to earnings  7.8  11.5  0.8  20.1  
Expense incurred to date$77.9  $94.1  $20.6  $192.6  
($ in millions) 2018 Rigid Packaging Restructuring Plan 2019 Bemis Integration Plan Other Restructuring Plans Total Restructuring and Related Expenses (1)
Fiscal year 2019 net charges to earnings 64.1
 47.9
 18.8
 130.8
Fiscal year 2020 first quarter net charges to earnings 3.4
 13.9
 0.3
 17.6
Fiscal year 2020 second quarter net charges to earnings 2.6
 20.8
 0.7
 24.1
Expense incurred to date $70.1
 $82.6
 $19.8
 $172.5
(1)Total restructuring and related expenses includes restructuring related costs from the 2019 Bemis Integration Plan of $1.8 million, $3.6 million, $1.5 million and $2.0 million for the fiscal year 2019, fiscal year 2020 first quarter, fiscal year 2020 second quarter, and fiscal year 2020 third quarter, respectively.

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(1)
Total restructuring and related expenses includes $1.8 million, $3.6 million and $1.5 million for the fiscal year 2019, fiscal year 2020 first quarter and fiscal year 2020 second quarter, respectively, of restructuring related costs from the 2019 Bemis Integration Plan.

An analysis of the Company's restructuring plan liability is as follows:
($ in millions)Employee CostsFixed Asset Related CostsOther CostsTotal Restructuring Costs
Liability balance at June 30, 201972.5  6.7  8.4  87.6  
Net charges to earnings32.7  9.3  12.7  54.7  
Cash paid(39.0) (2.5) (14.4) (55.9) 
Non-cash and other—  (8.9) —  (8.9) 
Foreign currency translation0.1  —  (0.1) —  
Liability balance at March 31, 2020$66.3  $4.6  $6.6  77.5  
($ in millions) Employee Costs Fixed Asset Related Costs Other Costs Total Restructuring Costs
Liability balance at June 30, 2019 72.5
 6.7
 8.4
 87.6
Net charges to earnings 23.6
 5.4
 7.7
 36.7
Cash paid (27.9) (0.2) (8.8) (36.9)
Non-cash and other —
 (5.2) —
 (5.2)
Foreign currency translation (0.4) (0.1) (0.1) (0.6)
Liability balance at December 31, 2019 $67.8
 $6.6
 $7.2
 81.6


The costs related to restructuring activities have been presented on the consolidated statement of income as restructuring and related expenses. The accruals related to restructuring activities have been recorded on the unaudited condensed consolidated balance sheet under other current liabilities.


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Note 6 - Inventories, Net


Inventories, net are summarized as follows:
($ in millions)March 31, 2020June 30, 2019
Raw materials and supplies$838.8  $864.6  
Work in process and finished goods1,080.6  1,180.9  
Less: inventory reserves(99.6) (91.7) 
Total inventories, net$1,819.8  $1,953.8  
($ in millions) December 31, 2019 June 30, 2019
Raw materials and supplies $850.4
 $864.6
Work in process and finished goods 1,137.6
 1,180.9
Less: inventory reserves (96.2) (91.7)
Total inventories, net $1,891.8
 $1,953.8


Note 7 - Goodwill and Other Intangible Assets


Changes in the carrying amount of goodwill attributable to each reportable segment follow:are as follows:
($ in millions)Flexibles SegmentRigid Packaging SegmentTotal
Balance as of June 30, 2019$4,180.8  $975.2  $5,156.0  
Acquisition and acquisition adjustments117.2  —  117.2  
Currency translation(38.1) (8.3) (46.4) 
Balance as of March 31, 2020$4,259.9  $966.9  $5,226.8  
($ in millions) Flexibles Segment Rigid Packaging Segment Total
Balance as of June 30, 2019 $4,180.8
 $975.2
 $5,156.0
Acquisition and acquisition adjustments 99.8
 —
 99.8
Currency translation (9.6) 0.1
 (9.5)
Balance as of December 31, 2019 $4,271.0
 $975.3
 $5,246.3


There is a $4.0 million accumulated goodwill impairment loss in the Rigid Packaging reportable segment as of DecemberMarch 31, 20192020 and June 30, 2019.

In light of the 2019 Novel Coronavirus ("COVID-19") outbreak and related global impacts, the Company considered the potential for goodwill impairment of our reporting units. The review did not indicate an impairment triggering event as of March 31, 2020.

Other Intangible Assets

The components of intangible assets are as follows:
 December 31, 2019 March 31, 2020
($ in millions) Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount($ in millions)Gross Carrying AmountAccumulated Amortization and ImpairmentNet Carrying Amount
Customer relationships $1,970.0
 $(207.6) $1,762.4
Customer relationships$1,955.8  $(231.3) $1,724.5  
Computer software 220.0
 (129.1) 90.9
Computer software214.4  (128.0) 86.4  
Other (1) 332.2
 (91.4) 240.8
Other (1)324.5  (97.9) 226.6  
Reported balance $2,522.2
 $(428.1) $2,094.1
Reported balance$2,494.7  $(457.2) $2,037.5  

  June 30, 2019
($ in millions) Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount
Customer relationships $2,053.7
 $(144.0) $1,909.7
Computer software 221.3
 (127.0) 94.3
Other (1) 350.6
 (47.8) 302.8
Reported balance $2,625.6
 $(318.8) $2,306.8
(1)Other includes $14.8 million and $14.2 million for December 31, 2019 and June 30, 2019, respectively, of acquired intellectual property assets not yet being amortized as the related R&D projects have not yet been completed.

 June 30, 2019
($ in millions)Gross Carrying AmountAccumulated Amortization and ImpairmentNet Carrying Amount
Customer relationships$2,053.7  $(144.0) $1,909.7  
Computer software221.3  (127.0) 94.3  
Other (1)350.6  (47.8) 302.8  
Reported balance$2,625.6  $(318.8) $2,306.8  
(1)Other includes $15.1 million and $14.2 million for March 31, 2020 and June 30, 2019, 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 three and sixnine months ended DecemberMarch 31, 20192020 were $45.6$47.1 million and $119.1$166.2 million, respectively, and $7.3$7.5 million and $15.4$22.9 million, respectively, for the three and sixnine months ended DecemberMarch 31, 2018.2019.

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Note 8 - 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 DecemberMarch 31, 20192020 and June 30, 2019, the carrying value of these financial instruments, excluding long-term debt, approximates fair value because of the short-term maturitiesnature of these instruments.

The fair value of long-term debt with variable interest rates approximates its carrying 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 capital leases) were as follows:
 March 31, 2020June 30, 2019
 Carrying ValueFair ValueCarrying ValueFair Value
($ in millions)(Level 2)(Level 2)
Total long-term debt with fixed interest rates (excluding commercial paper and capital leases) $2,539.4  $2,640.6  $2,955.6  $3,041.3  
  December 31, 2019 June 30, 2019
  Carrying Value Fair Value Carrying Value Fair Value
($ in millions)  (Level 2)  (Level 2)
Total long-term debt with fixed interest rates (excluding commercial paper and capital leases) $2,537.0
 $2,633.2
 $2,955.6
 $3,041.3


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:
 March 31, 2020
($ in millions)Level 1Level 2Level 3Total
Assets
Commodity contracts$—  $—  $—  $—  
Forward exchange contracts—  12.2  —  12.2  
Interest rate swaps—  35.0  —  35.0  
Cross currency interest rate swaps—  1.5  —  1.5  
Total assets measured at fair value$—  $48.7  $—  $48.7  
Liabilities
Contingent purchase consideration liabilities$—  $—  $14.4  $14.4  
Commodity contracts—  9.4  —  9.4  
Forward exchange contracts—  22.6  —  22.6  
Treasury locks—  19.0  —  19.0  
Total liabilities measured at fair value$—  $51.0  $14.4  $65.4  
  December 31, 2019
($ in millions) Level 1 Level 2 Level 3 Total
Assets        
Commodity contracts $—
 $0.2
 $—
 $0.2
Forward exchange contracts —
 5.0
 —
 5.0
Interest rate swaps —
 27.1
 —
 27.1
Cross currency interest rate swaps —
 0.1
 —
 0.1
Total assets measured at fair value $—
 $32.4
 $—
 $32.4
         
Liabilities        
Contingent purchase consideration liabilities $—
 $—
 $14.2
 $14.2
Commodity contracts —
 1.9
 —
 1.9
Forward exchange contracts —
 13.7
 —
 13.7
Interest rate swaps —
 —
 —
 —
Total liabilities measured at fair value $—
 $15.6
 $14.2
 $29.8


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 June 30, 2019
($ in millions)Level 1Level 2Level 3Total
Assets
Commodity contracts$—  $—  $—  $—  
Forward exchange contracts—  5.5  —  5.5  
Interest rate swaps—  32.8  —  32.8  
Total assets measured at fair value$—  $38.3  $—  $38.3  
Liabilities
Contingent purchase consideration liabilities$—  $—  $13.6  $13.6  
Commodity contracts—  4.6  —  4.6  
Forward exchange contracts—  9.3  —  9.3  
Interest rate swaps—  —  —  —  
Total liabilities measured at fair value$—  $13.9  $13.6  $27.5  
  June 30, 2019
($ in millions) Level 1 Level 2 Level 3 Total
Assets        
Commodity contracts $—
 $—
 $—
 $—
Forward exchange contracts —
 5.5
 —
 5.5
Interest rate swaps —
 32.8
 —
 32.8
Total assets measured at fair value $—
 $38.3
 $—
 $38.3
         
Liabilities        
Contingent purchase consideration liabilities $—
 $—
 $13.6
 $13.6
Commodity contracts —
 4.6
 —
 4.6
Forward exchange contracts —
 9.3
 —
 9.3
Interest rate swaps —
 —
 —
 —
Total liabilities measured at fair value $—
 $13.9
 $13.6
 $27.5


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-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-based swap yield curves, taking into account current interest rates. The fair value of Treasury locks was determined based on the present value of the discounted future cash flows based on the difference between the agreed upon Treasury rate and the current 10-year U.S. Treasury rate.

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 fair value of contingent purchase consideration liabilities is included in other current liabilities and other non-current liabilities in the unaudited condensed consolidated balance sheet.

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. The Company measures certain assets, including the Company’s equity method investments, technology intangible assets, and other intangible assets 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 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 which is classified in Level 1 of the fair value hierarchy. The fair value of the Company’s equity method investment in AMVIG at March 31, 2020 was below the Company’s carrying value of the investment by approximately 20%. At June 30, 2019, the fair value of the Company’s investment in AMVIG exceeded the Company’s carrying value. The Company recorded impairment charges during the nine months ended March 31, 2019 of $13.9 million, as the fair value of the investment was below its carrying value.

Based on the Company’s evaluation of AMVIG’s current financial condition and the Company’s intent and ability to hold its investment in AMVIG to recover the carrying value, the Company concluded that the decline in fair value is temporary at March 31, 2020, and therefore no impairment was recorded. Continued market uncertainty due to the COVID-19 outbreak could result in the conclusion that a non-cash impairment of the Company’s investment in AMVIG is warranted in future periods.

20


Similar to the manner in which it tests other intangible assets, the Company tests technology intangibles for impairment when facts and circumstances indicate the carrying value may not be recoverable from their undiscounted cash flows. During the nine months ended March 31, 2020 and 2019, there were no triggering events and therefore no technology intangible impairment charges recorded.

Note 9 - Derivative Instruments


Amcor periodically uses derivatives and other financial instruments to hedge exposures to interest rate, commodity and currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes. For hedges that meet the hedge accounting criteria, the Company, at inception, formally designates and documents the instrument 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 the use ofvarious interest rate swaps.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, changes in the fair value of both the hedging instruments and the underlying debt obligations are immediately recognized in interest expense. Changes in the fair value of interest rate swaps that have not been designated as hedging instruments are reported in the accompanying unaudited condensed consolidated statement of income under other non-operating income (loss), net.

At DecemberMarch 31, 2019,2020, the Company had a notional amount of $100.0 million cross-currency interest rate swaps outstanding. The Company did not designate it as a hedging instrument and thus changes in fair value were immediately recognized in earnings.

As of DecemberMarch 31, 20192020, and June 30, 2019, the total notional amount of the Company’s receive-fixed/pay-variable interest rate swaps accounted for as fair value hedges was $836.0$831.3 million and $841.1 million, respectively.


During the third quarter of fiscal 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 was $250.0 million as of March 31, 2020. The Company designated these Treasury lock agreements as cash flow hedges of an anticipated transaction and deemed these agreements to be highly effective.
20



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 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 immediately recognized in the unaudited condensed consolidated statement of income. Changes in the fair value of forward contracts that have not been designated as hedging instruments are reported in the accompanying unaudited condensed consolidated statement of income.

As of DecemberMarch 31, 20192020, and June 30, 2019, the notional amount of the outstanding forward contracts was $1.2 billion and $1.0 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 unaudited condensed consolidated 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 unaudited condensed consolidated statement of income as part of the profit or loss on disposal.
21



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. The Company purchases on behalf of customers fixed price aluminumcommodity swaps to offset the exposure of price volatility on the underlying sales contracts, 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. Changes in the fair value of commodity hedges are recognized in AOCI. The cumulative amount of the hedge is recognized in the unaudited condensed consolidated statement of income when the forecast transaction is realized.

At DecemberMarch 31, 20192020 and June 30, 2019, the Company had the following outstanding commodity contracts that were entered into to hedge forecasted purchases:
DecemberMarch 31, 20192020June 30, 2019
CommodityVolumeVolume
Aluminum31,85739,489 tons29,342 tons
PET resin9,166,667 lbs.— lbs.


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21



The following tables provide the location of derivative instruments in the unaudited condensed consolidated balance sheet:
($ in millions)Balance Sheet LocationMarch 31, 2020June 30, 2019
Assets
Derivatives in cash flow hedging relationships:
Forward exchange contractsOther current assets$3.3  $2.4  
Derivatives not designated as hedging instruments:
Forward exchange contractsOther current assets8.9  2.7  
Cross currency interest rate swapsOther current assets1.5  —  
Total current derivative contracts13.7  5.1  
Derivatives in fair value hedging relationships:
Interest rate swapsOther non-current assets35.0  32.8  
Derivatives not designated as hedging instruments:
Forward exchange contractsOther non-current assets—  0.4  
Total non-current derivative contracts35.0  33.2  
Total derivative asset contracts$48.7  $38.3  
Liabilities
Derivatives in cash flow hedging relationships:
Commodity contractsOther current liabilities$9.4  $4.6  
Forward exchange contractsOther current liabilities5.5  1.5  
Treasury locksOther current liabilities19.0  —  
Derivatives not designated as hedging instruments:
Forward exchange contractsOther current liabilities16.8  7.1  
Total current derivative contracts50.7  13.2  
Derivatives in cash flow hedging relationships:
Forward exchange contractsOther non-current liabilities0.3  0.3  
Derivatives not designated as hedging instruments:
Forward exchange contractsOther non-current liabilities—  0.4  
Total non-current derivative contracts0.3  0.7  
Total derivative liability contracts$51.0  $13.9  
($ in millions) Balance Sheet Location December 31, 2019 June 30, 2019
Assets      
Derivatives in cash flow hedging relationships:      
Commodity contracts Other current assets $0.2
 $—
Forward exchange contracts Other current assets $3.0
 $2.4
Derivatives not designated as hedging instruments:      
Forward exchange contracts Other current assets 1.9
 2.7
Cross currency interest rate swaps Other current assets 0.1
 —
Total current derivative contracts   5.2
 5.1
Derivatives in fair value hedging relationships:      
Interest rate swaps Other non-current assets 27.1
 32.8
Derivatives not designated as hedging instruments:      
Forward exchange contracts Other non-current assets 0.1
 0.4
Total non-current derivative contracts   27.2
 33.2
Total derivative asset contracts   $32.4
 $38.3
       
Liabilities      
Derivatives in cash flow hedging relationships:      
Commodity contracts Other current liabilities $1.9
 $4.6
Forward exchange contracts Other current liabilities 2.6
 1.5
Derivatives not designated as hedging instruments:      
Forward exchange contracts Other current liabilities 11.0
 7.1
Total current derivative contracts   15.5
 13.2
Derivatives in cash flow hedging relationships:      
Forward exchange contracts Other non-current liabilities 0.1
 0.3
Derivatives not designated as hedging instruments:      
Forward exchange contracts Other non-current liabilities —
 0.4
Total non-current derivative contracts   0.1
 0.7
Total derivative liability contracts   $15.6
 $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 and no foreign currency net investment hedges as of DecemberMarch 31, 2019.2020.

Certain derivative financial instruments are subject to master 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 unaudited condensed consolidated balance sheet.


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23



The following tables provide the effects of derivative instruments on AOCI and in the unaudited condensed consolidated statement of income:
Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
Three Months Ended March 31,Nine Months Ended March 31,
($ in millions)2020201920202019
Derivatives in cash flow hedging relationships
Commodity contractsCost of sales$(0.8) $(0.7) $(3.9) $(0.5) 
Forward exchange contractsNet sales(0.1) (0.8) (0.9) (1.1) 
Forward exchange contractsCost of sales0.3  0.3  0.3  —  
Total$(0.6) $(1.2) $(4.5) $(1.6) 
  Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
   Three Months Ended December 31, Six Months Ended December 31,
($ in millions)  2019 2018 2019 2018
Derivatives in cash flow hedging relationships          
Commodity contracts Cost of sales $(1.6) $(0.3) $(3.1) $0.2
Forward exchange contracts Net sales (0.4) (0.4) (0.8) (0.3)
Forward exchange contracts Cost of sales (0.1) (0.5) —
 (0.3)
Total   $(2.1) $(1.2) $(3.9) $(0.4)

Location of Gain (Loss) Recognized in the Unaudited Condensed Consolidated Statement of IncomeGain (Loss) Recognized in Income for Derivatives Not Designated as Hedging Instruments
Three Months Ended March 31,Nine Months Ended March 31,
($ in millions)2020201920202019
Derivatives not designated as hedging instruments
Forward exchange contractsOther income, net$(3.2) $(0.8) $(3.5) $(0.3) 
Cross currency interest rate swapsOther income, net1.4  1.1  1.5  1.0  
Total$(1.8) $0.3  (2.0) 0.7  

Location of Gain (Loss) Recognized in the Unaudited Condensed Consolidated Statement of IncomeGain (Loss) Recognized in Income for Derivatives in Fair Value Hedging Relationships
Three Months Ended March 31,Nine Months Ended March 31,
($ in millions)2020201920202019
Derivatives in fair value hedging relationships
Interest rate swapsInterest expense$8.0  $2.4  $2.2  $2.6  
Total$8.0  $2.4  $2.2  $2.6  

  Location of Gain (Loss) Recognized in the Unaudited Condensed Consolidated Statement of Income Gain (Loss) Recognized in Income for Derivatives Not Designated as Hedging Instruments
   Three Months Ended December 31, Six Months Ended December 31,
($ in millions)  2019 2018 2019 2018
Derivatives not designated as hedging instruments          
Forward exchange contracts Other income, net $4.8
 $1.1
 $(0.3) $0.5
Cross currency interest rate swaps Other income, net (2.3) —
 0.1
 (0.1)
Total   $2.5
 $1.1
 (0.2) 0.4
24

  Location of Gain (Loss) Recognized in the Unaudited Condensed Consolidated Statement of Income Gain (Loss) Recognized in Income for Derivatives in Fair Value Hedging Relationships
   Three Months Ended December 31, Six Months Ended December 31,
($ in millions)  2019 2018 2019 2018
Derivatives in fair value hedging relationships          
Interest rate swaps Interest expense $(5.7) $3.9
 $(5.8) $0.2
Total   $(5.7) $3.9
 $(5.8) $0.2



23



Note 10 - Leases


The Company has operating leases for certain manufacturing sites, office space, warehouses, land, vehicles and equipment. Most leases include the option to renew, with renewal terms that can extend the lease term from one to five years or more. Right-of-use lease assets and lease liabilities are recognized at the commencement date based on the present value of the remaining lease payments over the lease term, which includes renewal periods the Company is reasonably certain to exercise. Short term leases with a term of twelve months or less, including reasonably certain holding periods, are not recorded on the balance sheet. The Company's leases do not contain any material residual value guarantees or material restrictive covenants. At DecemberMarch 31, 2019,2020, the Company does not have material lease commitments that have not commenced.

The components of lease expense were as follows:
(in millions)Three Months Ended March 31,Nine Months Ended March 31,
Statement of Income Location2020
Operating leases
Cost of products sold$22.4  $67.9  
Selling, general and administrative expenses5.6  17.0  
Finance leases
Amortization of right-of-use assets0.6  1.2  
Interest on lease liabilities0.2  0.5  
Total lease cost (1)$28.8  $86.6  
(in millions) Three Months Ended December 31, Six Months Ended December 31,
Statement of Income Location 2019
Operating leases    
Cost of products sold $22.8
 $45.5
Selling, general and administrative expenses 5.7
 11.4
Total lease cost (1) $28.5
 $56.9
(1)Includes short-term leases and variable lease costs, which are immaterial.

(1)Includes short-term leases and variable lease costs, which are immaterial.
Lease costs for finance leases were immaterial for the three and six months ended December 31, 2019.

Supplemental balance sheet information related to leases was as follows:
(in millions) Balance Sheet Location December 31, 2019
Assets    
Operating lease assets Operating lease assets $553.3
Finance lease assets (1) Property, plant and equipment, net 2.1
Total lease assets   $555.4
     
Liabilities    
Operating leases:    
Current operating lease liabilities Other current liabilities $84.4
Non-current operating lease liabilities Operating lease liabilities 491.3
Finance leases:    
Current finance lease liabilities Current portion of long-term debt 1.2
Non-current finance lease liabilities Long-term debt, less current portion 2.8
Total lease liabilities   $579.7
(1)(in millions)Balance Sheet LocationMarch 31, 2020
Assets
Operating lease assetsOperating lease assets$525.8 
Finance lease assets are recorded(1)Property, plant and equipment, net32.0 
Total lease assets$557.8 
Liabilities
Operating leases:
Current operating lease liabilitiesOther current liabilities$83.6 
Non-current operating lease liabilitiesOperating lease liabilities465.6 
Finance leases:
Current finance lease liabilitiesCurrent portion of accumulated amortization of $8.3 million at December 31, 2019.long-term debt1.8 
Non-current finance lease liabilitiesLong-term debt, less current portion32.1 
Total lease liabilities$583.1 

(1)Finance lease assets are recorded net of accumulated amortization of $8.7 million at March 31, 2020.

As the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate as of the commencement date to determine the present value of lease payments.


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25



Supplemental cash flow information related to leases was as follows:
Nine Months Ended March 31,
(in millions)2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$80.5 
Operating cash flows from finance leases$0.4 
Financing cash flows from finance leases$0.7 
Lease assets obtained in exchange for new lease obligations:
Operating leases$52.3 
Finance leases$31.3 
  Six Months Ended December 31,
(in millions) 2019
Cash paid for amounts included in the measurement of lease liabilities:  
Operating cash flows from operating leases $54.4
   
Lease assets obtained in exchange for new lease obligations:  
Operating leases $47.1
Finance leases $0.8

        
Maturities of lease liabilities were as follows:
(in millions)Operating LeasesFinance Leases
Remainder of fiscal 2020$26.9  $0.9  
Fiscal 202195.5  2.9  
Fiscal 202284.9  2.8  
Fiscal 202373.3  2.6  
Fiscal 202463.1  2.6  
Thereafter319.6  34.9  
Total lease payments663.3  46.7  
Less: imputed interest114.1  12.8  
Present value of lease liabilities$549.2  $33.9  
(in millions) Operating Leases Finance Leases
Remainder of fiscal 2020 $52.9
 $0.9
Fiscal 2021 96.7
 1.1
Fiscal 2022 84.8
 1.0
Fiscal 2023 72.8
 0.8
Fiscal 2024 62.4
 0.8
Thereafter 330.7
 0.4
Total lease payments 700.3
 5.0
Less: imputed interest 124.6
 1.0
Present value of lease liabilities $575.7
 $4.0


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 
(in millions) Operating Leases
Fiscal 2020 $97.6
Fiscal 2021 90.4
Fiscal 2022 77.7
Fiscal 2023 67.3
Fiscal 2024 55.9
Thereafter 301.8
Total minimum obligations $690.7


The weighted average remaining lease term and discount rate are as follows:
DecemberMarch 31, 20192020
Weighted average remaining lease term (in years):
Operating leases10.0
9.8
Finance leases4.0
18.2
Weighted average discount rate:
Operating Leases3.9%
Finance leases10.34.0 %


26

25



Note 11 - Components of Net Periodic Benefit Cost


Net periodic benefit cost for benefit plans include the following components:
 Three Months Ended December 31, Six Months Ended December 31,Three Months Ended March 31,Nine Months Ended March 31,
($ in millions) 2019 2018 2019 2018($ in millions)2020201920202019
Service cost $6.2
 $3.9
 $12.4
 $7.8
Service cost$6.2  $3.9  $18.6  $11.7  
Interest cost 12.3
 6.7
 24.6
 13.4
Interest cost12.3  6.7  36.9  20.1  
Expected return on plan assets (18.0) (8.2) (36.0) (16.6)Expected return on plan assets(18.0) (8.3) (54.0) (24.9) 
Amortization of net loss 1.5
 1.0
 3.0
 2.0
Amortization of net loss1.5  1.0  4.5  3.0  
Amortization of prior service credit (0.4) (0.5) (0.8) (1.0)Amortization of prior service credit(0.4) (0.5) (1.2) (1.5) 
Curtailment credit —
 (0.3) —
 (0.3)Curtailment credit—  —  —  (0.3) 
Net periodic benefit cost $1.6
 $2.6
 $3.2
 $5.3
Net periodic benefit cost$1.6  $2.8  $4.8  $8.1  

Service cost is included in operating income. All other components of net periodic benefit cost other than service cost are recorded within other non-operating income (loss), net.

Note 12 - Income Taxes


The Company computes its provision for income taxes by applying the estimated annual effective tax rate to year to date income before income taxes and equity in income of affiliated companies and adjusts for discrete tax items recorded in the period.

The provision for income taxes for the three and sixnine months ended DecemberMarch 31, 20192020 and 20182019 is based on our projected annual effective tax rate for the respective fiscal year 2020,years, adjusted for specific items that are required to be recognized in the period in which they are incurred.

Income tax expense for the three and sixnine months ended DecemberMarch 31, 20192020 is $45.1$56.1 million and $66.9$123.0 million, respectively, compared to $31.1$28.0 million and $52.8$80.8 million for the three and sixnine months ended DecemberMarch 31, 2018,2019, respectively.

The effective tax rate for the sixnine months ended DecemberMarch 31, 20192020 increased by 33.4 percentage points compared to the sixnine months ended DecemberMarch 31, 2018,2019, from 17.5%18.5% to 20.5%21.9%. The increase in income tax provision and the increase in the effective tax rate was primarily related to non-deductible restructuring and transaction costs and the increase of operating income earned in higher tax jurisdictions as a result of the Bemis acquisition.


Coronavirus Aid, Relief, and Economic Security Act ("CARES Act")

On March 27, 2020, the U.S. CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act includes financial measures to assist companies, including temporary changes to income and non-income-based tax laws. The Company is currently evaluating the impact of the CARES Act, but does not believe it will have a material impact on the Company's condensed consolidated financial statements.

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27



Note 13 - Shareholders' Equity


The changes in ordinary and treasury shares during the sixnine months ended DecemberMarch 31, 20192020 and 20182019 were as follows:
  Ordinary Shares Treasury Shares
(shares and $ in millions) Number of Shares Amount Number of Shares Amount
Balance as of June 30, 2018 1,158.1
 $—
 0.9
 $(10.7)
Options exercised and shares vested     (3.1) 31.8
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     2.1
 (21.2)
Issuance of treasury shares under dividend reinvestment plan     (1.3) 13.0
Balance as of December 31, 2018 1,158.1
 $—
 1.1
 $(12.2)
         
Balance as of June 30, 2019 1,625.9
 $16.3
 1.4
 $(16.1)
Share buy-back/cancellations (21.9) (0.2)    
Options exercised and shares vested     (1.4) 16.0
Purchase of treasury shares     1.1
 (11.3)
Balance as of December 31, 2019 1,604.0
 $16.1
 1.1
 $(11.4)

Ordinary SharesTreasury Shares
(shares and $ in millions)Number of SharesAmountNumber of SharesAmount
Balance as of June 30, 20181,158.1  $—  0.9  $(10.7) 
Options exercised and shares vested(3.7) 37.5  
Settlement of forward contracts to purchase own equity to meet share base incentive plans, net of tax2.5  (25.1) 
Purchase of treasury shares3.1  (32.2) 
Issuance of treasury shares under dividend reinvestment plan(1.3) 13.0  
Balance as of March 31, 20191,158.1  $—  1.5  $(17.5) 
Balance as of June 30, 20191,625.9  $16.3  1.4  $(16.1) 
Share buy-back/cancellations(51.5) (0.5) 
Options exercised and shares vested(1.4) 16.0  
Purchase of treasury shares1.1  (11.3) 
Balance as of March 31, 20201,574.4  $15.8  1.1  $(11.4) 
        
The changes in the components of accumulated other comprehensive income (loss) during the sixnine months ended DecemberMarch 31, 20192020 and 20182019 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, 2018  $(669.3) $—  $(30.6) $(8.6) $(708.5) 
Other comprehensive income (loss) before reclassifications 29.5  (13.3) (31.1) (4.7) (19.6) 
Amounts reclassified from accumulated other comprehensive income (loss) —  —  1.1  1.6  2.7  
Net current period other comprehensive income (loss) 29.5  (13.3) (30.0) (3.1) (16.9) 
Balance as of March 31, 2019  $(639.8) $(13.3) $(60.6) $(11.7) $(725.4) 
Balance as of June 30, 2019  $(609.4) $(11.2) $(89.6) $(12.2) $(722.4) 
Other comprehensive income (loss) before reclassifications (317.1) (3.2) (1.4) (29.4) (351.1) 
Amounts reclassified from accumulated other comprehensive income (loss) 8.8  —  3.0  3.8  15.6  
Net current period other comprehensive income (loss) (308.3) (3.2) 1.6  (25.6) (335.5) 
Balance as of March 31, 2020  $(917.7) $(14.4) $(88.0) $(37.8) $(1,057.9) 
  Foreign Currency Translation Net Investment Hedge Pension Effective Derivatives Total Accumulated Other Comprehensive Income (Loss)
($ in millions) (Net of Tax) (Net of Tax) (Net of Tax) (Net of Tax) 
Balance as of June 30, 2018 $(669.3) $—
 $(30.6) $(8.6) $(708.5)
Other comprehensive income (loss) before reclassifications 13.6
 (14.1) (30.7) (4.9) (36.1)
Amounts reclassified from accumulated other comprehensive income (loss) —
 —
 0.7
 0.4
 1.1
Net current period other comprehensive income (loss) 13.6
 (14.1) (30.0) (4.5) (35.0)
Balance as of December 31, 2018 $(655.7) $(14.1) $(60.6) $(13.1) $(743.5)
           
Balance as of June 30, 2019 $(609.4) $(11.2) $(89.6) $(12.2) $(722.4)
Other comprehensive income (loss) before reclassifications 8.4
 (2.0) (0.4) (0.1) 5.9
Amounts reclassified from accumulated other comprehensive income (loss) 8.8
 —
 1.9
 3.2
 13.9
Net current period other comprehensive income (loss) 17.2
 (2.0) 1.5
 3.1
 19.8
Balance as of December 31, 2019 $(592.2) $(13.2) $(88.1) $(9.1) $(702.6)


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27



The following tables provide details of amounts reclassified from accumulated other comprehensive income (loss):
Three Months Ended March 31,Nine Months Ended March 31,
($ in millions)2020201920202019
Amortization of pension:
Amortization of prior service credit$(0.4) $(0.5) $(1.2) $(1.5) 
Amortization of actuarial loss1.5  1.0  4.5  3.0  
Effect of pension settlement/curtailment—  —  —  (0.3) 
Total before tax effect1.1  0.5  3.3  1.2  
Tax benefit on amounts reclassified into earnings—  (0.1) (0.3) (0.1) 
Total net of tax$1.1  $0.4  $3.0  $1.1  
(Gains) losses on cash flow hedges:
Commodity contracts$0.8  $0.7  $3.9  $0.5  
Forward exchange contracts(0.2) 0.5  0.6  1.1  
Total before tax effect0.6  1.2  4.5  1.6  
Tax benefit on amounts reclassified into earnings—  —  (0.7) —  
Total net of tax$0.6  $1.2  $3.8  $1.6  
(Gains) losses on foreign currency translation:
Foreign currency translation adjustment (1)$—  $—  $8.8  $—  
Total before tax effect—  —  8.8  —  
Tax benefit on amounts reclassified into earnings—  —  —  —  
Total net of tax$—  $—  $8.8  $—  
(1)During the first fiscal quarter of 2020, the Company recorded a loss on the sale of the EC Remedy of $8.8 million, which is the result of the reclassification of accumulated foreign currency translation amounts from accumulated other comprehensive income to earnings. Refer to Note 4, "Discontinued Operations" for more information.

29

  Three Months Ended December 31, Six Months Ended December 31,
($ in millions) 2019 2018 2019 2018
Amortization of pension:        
Amortization of prior service credit $(0.4) $(0.5) $(0.8) $(1.0)
Amortization of actuarial loss 1.5
 1.0
 3.0
 2.0
Effect of pension settlement/curtailment —
 (0.3) —
 (0.3)
Total before tax effect 1.1
 0.2
 2.2
 0.7
Tax benefit on amounts reclassified into earnings (0.1) —
 (0.3) —
Total net of tax $1.0
 $0.2
 $1.9
 $0.7
         
(Gains) losses on cash flow hedges:        
Commodity contracts $1.6
 $0.3
 $3.1
 $(0.2)
Forward exchange contracts 0.5
 0.9
 0.8
 0.6
Total before tax effect 2.1
 1.2
 3.9
 0.4
Tax benefit on amounts reclassified into earnings (0.3) —
 (0.7) —
Total net of tax $1.8
 $1.2
 $3.2
 $0.4
         
(Gains) losses on foreign currency translation:        
Foreign currency translation adjustment (1) $—
 $—
 $8.8
 $—
Total before tax effect —
 —
 8.8
 —
Tax benefit on amounts reclassified into earnings —
 —
 —
 —
Total net of tax $—
 $—
 $8.8
 $—
(1)During the first fiscal quarter of 2020, the Company recorded a loss on the sale of the EC Remedy of $8.8 million, which is the result of the reclassification of accumulated foreign currency translation amounts from accumulated other comprehensive income to earnings. Refer to Note 4, "Discontinued Operations" for more information.


28



Note 14 - 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 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, 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 5 Flexibles operating segments (Flexibles Europe, Middle East and Africa; Flexibles North America, Flexibles Latin America; Flexibles Asia Pacific and Specialty Cartons) have been aggregated in the Flexibles reporting segment as they exhibit similarity in long-term forecasted economic characteristics, 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, the Company changed its measure of segment performance from adjusted operating income to adjusted earnings before interest and tax ("EBIT") from continuing operations. The Company's chief operating decision maker, the Global Management Team ("GMT"), evaluates performance and allocates resources based on adjusted EBIT 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 (loss) of affiliated companies. The GMT consists 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.

The accounting policies of the reportable segments are the same as those in the consolidated financial statements. The Company also has investments in operations in AMVIG that are accounted for under the equity method of accounting and, accordingly, those results are not included in segment net sales.


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30



The following table presents information about reportable segments:
Three Months Ended March 31,Nine Months Ended March 31,
($ in millions)2020201920202019
Sales including intersegment sales
Flexibles$2,434.8  $1,576.6  $7,280.3  $4,718.6  
Rigid Packaging706.8  733.4  2,046.6  2,137.7  
Other—  —  —  —  
Total sales including intersegment sales3,141.6  2,310.0  9,326.9  6,856.3  
Intersegment sales
Flexibles0.6  0.1  2.1  1.0  
Rigid Packaging—  —  —  —  
Other—  —  —  —  
Total intersegment sales0.6  0.1  2.1  1.0  
Net sales$3,141.0  $2,309.9  $9,324.8  $6,855.3  
Adjusted EBIT from continuing operations
Flexibles$326.9  $174.7  $946.8  $543.6  
Rigid Packaging71.5  69.9  201.5  218.4  
Other(38.2) (14.2) (89.1) (38.2) 
Adjusted EBIT from continuing operations360.2  230.4  1,059.2  723.8  
Less: Material restructuring programs (1)(19.3) (7.0) (60.0) (44.7) 
Less: Impairments in equity method investments (2)—  —  —  (13.9) 
Less: Material acquisition costs and other (3)(14.8) (19.8) (116.0) (54.9) 
Less: Amortization of acquired intangible assets from business combinations (4)(41.0) (4.4) (150.2) (14.1) 
Add/(Less): Economic net investment hedging activities not qualifying for hedge accounting (5)—  (0.1) —  1.4  
Less: Impact of hyperinflation (6)(4.9) (10.5) (23.4) (29.5) 
Add: Net legal settlements (7)—  (0.6) —  14.9  
EBIT from continuing operations280.2  188.0  709.6  583.0  
Interest income5.3  3.5  18.3  11.6  
Interest expense(45.8) (51.1) (157.8) (159.3) 
Equity in (income) loss of affiliated companies, net of tax(3.6) (5.6) (8.1) 1.3  
Income from continuing operations before income taxes and equity in income (loss) of affiliated companies$236.1  $134.8  $562.0  $436.6  
  Three Months Ended December 31, Six Months Ended December 31,
($ in millions) 2019 2018 2019 2018
Sales including intersegment sales        
Flexibles $2,414.7
 $1,608.2
 $4,845.5
 $3,142.0
Rigid Packaging 629.2
 677.6
 1,339.8
 1,404.3
Other —
 —
 —
 —
Total sales including intersegment sales 3,043.9
 2,285.8
 6,185.3
 4,546.3
         
Intersegment sales        
Flexibles 0.8
 0.4
 1.5
 0.7
Rigid Packaging —
 —
 —
 —
Other —
 —
 —
 —
Total intersegment sales 0.8
 0.4
 1.5
 0.7
         
Net sales $3,043.1
 $2,285.4
 $6,183.8
 $4,545.6
         
Adjusted EBIT from continuing operations        
Flexibles $329.4
 $211.4
 $619.9
 $368.9
Rigid Packaging 59.5
 80.2
 130.0
 148.5
Other (24.9) (9.6) (50.9) (24.0)
Adjusted EBIT from continuing operations 364.0
 282.0
 699.0
 493.4
Less: Material restructuring programs (1) (23.4) (27.6) (40.7) (37.7)
Less: Impairments in equity method investments (2) —
 (11.4) —
 (13.9)
Less: Material acquisition costs and other (3) (17.7) (29.8) (101.2) (35.1)
Less: Amortization of acquired intangible assets from business combinations (4) (40.9) (4.7) (109.2) (9.5)
Add/(Less): Economic net investment hedging activities not qualifying for hedge accounting (5) —
 4.2
 —
 1.5
Less: Impact of hyperinflation (6) (3.1) (9.6) (18.5) (19.0)
Add: Net legal settlements (7) —
 15.5
 —
 15.5
EBIT from continuing operations 278.9
 218.6
 429.4
 395.2
         
Interest income 6.3
 5.2
 13.0
 8.1
Interest expense (52.3) (52.1) (112.0) (108.4)
Equity in (income) loss of affiliated companies, net of tax (2.2) 8.6
 (4.5) 6.9
Income from continuing operations before income taxes and equity in income (loss) of affiliated companies $230.7
 $180.3
 $325.9
 $301.8
(1)Material restructuring programs includes the 2018 Rigid Packaging Restructuring Plan and the 2019 Bemis Integration Plan for the three and six months ended December 31, 2019. For the three and six months ended December 31, 2018, material restructuring plans include the 2018 Rigid Packaging Restructuring Plan. Refer to Note 5, "Restructuring Plans," for more information about the Company's restructuring plans.
(2)Impairments in equity method investments includes the impairment charges related to other-than-temporary impairments related to the investment in AMVIG.
(3)Material acquisition costs and other includes $58.0 million amortization of Bemis acquisition related inventory fair value step-up and $43.2 million of Bemis transaction related costs and integration costs not qualifying as exit costs for the six months ended December 31, 2019.
(4)Amortization of acquired intangible assets from business combinations includes amortization expenses related to all acquired intangible assets from acquisitions impacting the periods presented, including $26.4 million of sales backlog amortization for the six months ended December 31, 2019 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 our 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)Net legal settlements includes the impact of significant legal settlements after associated costs.
(1)Material restructuring programs includes the 2018 Rigid Packaging Restructuring Plan and the 2019 Bemis Integration Plan for the three and nine months ended March 31, 2020. For the three and nine months ended March 31, 2019, material restructuring plans include the 2018 Rigid Packaging Restructuring Plan. Refer to Note 5, "Restructuring Plans," for more information about the Company's restructuring plans.
(2)Impairments in equity method investments includes the impairment charges related to other-than-temporary impairments related to the investment in AMVIG.
(3)Material acquisition costs and other includes $57.8 million amortization of Bemis acquisition related inventory fair value step-up and $58.2 million of Bemis transaction related costs and integration costs not qualifying as exit costs for the nine months ended March 31, 2020.
(4)Amortization of acquired intangible assets from business combinations includes amortization expenses related to all acquired intangible assets from acquisitions impacting the periods presented, including $26.4 million of sales backlog amortization for the nine months ended March 31, 2020 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 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)Net legal settlements includes the impact of significant legal settlements after associated costs.

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31



The Company does not have sales to a single customer that exceeded 10% of consolidated net sales for the three and sixnine months ended DecemberMarch 31, 2019.2020. Sales to PepsiCo, and its subsidiaries, accounted for approximately 10.2%10.6% of net sales under multiple separate contractual agreements for the sixnine months ended DecemberMarch 31, 2018.2019. The Company sells to this customer in both the Rigid Packaging and the Flexibles reportable segments. For the three months ended December 31, 2018 no single customer exceeded 10% of consolidated net sales.

The following tables disaggregate netdisaggregates sales, excluding intersegment sales, information by geography in which the Company operates based on manufacturing or selling operation:
Three Months Ended March 31,
20202019
($ in millions)FlexiblesRigid PackagingTotalFlexiblesRigid PackagingTotal
North America$924.1  $576.9  $1,501.0  $197.7  $593.3  $791.0  
Latin America231.2  129.9  $361.1  119.2  140.1  259.3  
Europe928.8  —  $928.8  934.1  —  934.1  
Asia Pacific350.1  —  $350.1  325.5  —  325.5  
Net sales$2,434.2  $706.8  $3,141.0  $1,576.5  $733.4  $2,309.9  

Nine Months Ended March 31,
20202019
($ in millions)FlexiblesRigid PackagingTotalFlexiblesRigid PackagingTotal
North America$2,710.2  $1,645.7  $4,355.9  $574.7  $1,696.7  $2,271.4  
Latin America743.7  400.9  1,144.6  377.6  441.0  818.6  
Europe2,718.4  —  2,718.4  2,752.3  —  2,752.3  
Asia Pacific1,105.9  —  1,105.9  1,013.0  —  1,013.0  
Net sales$7,278.2  $2,046.6  $9,324.8  $4,717.6  $2,137.7  $6,855.3  

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  Three Months Ended December 31, Six Months Ended December 31,
($ in millions) 2019 2018 2019 2018
North America $1,361.9
 $710.6
 $2,854.8
 $1,480.6
Latin America 394.9
 296.0
 783.6
 559.3
Europe 904.1
 933.0
 1,789.6
 1,818.2
Asia Pacific 382.2
 345.8
 755.8
 687.5
Net sales $3,043.1
 $2,285.4
 $6,183.8
 $4,545.6


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Note 15 - 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.
 Three Months Ended March 31,Nine Months Ended March 31,
(in millions, except per share amounts)2020201920202019
Numerator  
Net income attributable to Amcor plc$181.5  $112.6  $433.1  $349.6  
Distributed and undistributed earnings attributable to shares to be repurchased(0.1) (0.2) (0.3) (0.8) 
Net income available to ordinary shareholders of Amcor plc—basic and diluted$181.4  $112.4  $432.8  $348.8  
Net income available to ordinary shareholders of Amcor plc from continuing operations—basic and diluted$181.4  $112.4  $440.5  $348.8  
Net income available to ordinary shareholders of Amcor plc from discontinued operations—basic and diluted$—  $—  $(7.7) $—  
Denominator
Weighted-average ordinary shares outstanding1,594.7  1,157.1  1,610.7  1,156.7  
Weighted-average ordinary shares to be repurchased by Amcor plc(1.0) (2.5) (1.0) (2.5) 
Weighted-average ordinary shares outstanding for EPS—basic1,593.7  1,154.6  1,609.7  1,154.2  
Effect of dilutive shares1.0  3.1  1.5  3.4  
Weighted-average ordinary shares outstanding for EPS—diluted1,594.7  1,157.7  1,611.2  1,157.6  
Per ordinary share income
Income from continuing operations$0.114  $0.097  $0.274  $0.302  
Income from discontinued operations—  —  (0.005) —  
Basic earnings per ordinary share$0.114  $0.097  $0.269  $0.302  
Income from continuing operations$0.114  $0.097  $0.273  $0.301  
Income from discontinued operations—  —  (0.005) —  
Diluted earnings per ordinary share$0.114  $0.097  $0.269  $0.301  
  Three Months Ended December 31, Six Months Ended December 31,
(in millions, except per share amounts) 2019 2018 2019 2018
Numerator  
  
    
Net income attributable to Amcor plc $185.6
 $138.6
 $251.6
 $237.0
Distributed and undistributed earnings attributable to shares to be repurchased —
 (0.3) (0.1) (0.5)
Net income available to ordinary shareholders of Amcor plc—basic and diluted $185.6
 $138.3
 $251.5
 $236.5
Net income available to ordinary shareholders of Amcor plc from continuing operations—basic and diluted $185.6
 $138.3
 $259.2
 $236.5
Net income available to ordinary shareholders of Amcor plc from discontinued operations—basic and diluted $—
 $—
 $(7.7) $—
         
Denominator        
Weighted-average ordinary shares outstanding 1,613.7
 1,156.6
 1,618.6
 1,156.5
Weighted-average ordinary shares to be repurchased by Amcor plc (0.3) (2.5) (0.5) (2.5)
Weighted-average ordinary shares outstanding for EPS—basic 1,613.4
 1,154.1
 1,618.1
 1,154.0
Effect of dilutive shares 2.0
 2.5
 1.7
 3.6
Weighted-average ordinary shares outstanding for EPS—diluted 1,615.4
 1,156.6
 1,619.8
 1,157.6
         
Per ordinary share income        
Income from continuing operations $0.115
 $0.120
 $0.160
 $0.205
Income from discontinued operations —
 —
 (0.005) —
Basic earnings per ordinary share $0.115
 $0.120
 $0.155
 $0.205
         
Income from continuing operations $0.115
 $0.120
 $0.160
 $0.204
Income from discontinued operations —
 —
 (0.005) —
Diluted earnings per ordinary share $0.115
 $0.120
 $0.155
 $0.204
Note: 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 and all other quarterly amounts may not equal the total year due to rounding.


Certain outstanding share options were excluded from the diluted earnings per share calculation because they were anti-dilutive. The excluded share options for the three and sixnine months ended DecemberMarch 31, 20192020 represented an aggregate of 23.453.6 million and 20.431.4 million shares, respectively. The excluded share options for the three and sixnine months ended DecemberMarch 31, 20182019 represented an aggregate of 7.57.2 million and 7.57.4 million shares, respectively.

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33



Note 16 - Contingencies and Legal Proceedings

Contingencies

The Company's operations in Brazil are involved in various governmental assessments, principally related to claims for excise and income taxes. 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. At DecemberMarch 31, 20192020 and June 30, 2019, the Company has recorded an accrual of $15.9$12.5 million and $16.4 million, respectively, included in other non-current liabilities in the unaudited condensed consolidated balance sheet and has estimated a reasonably possible loss exposure in excess of the accrual of $26.4$19.1 million and $23.7 million, respectively. The change in the reasonably possible loss exposure is due to strengthening of the U.S. Dollar compared to the Brazilian Real. The litigation process is subject to many uncertainties and the outcome of individual matters cannot be accurately predicted. 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 DecemberMarch 31, 2019,2020, Amcor provided letters of credit of $43.6$35.7 million, judicial insurance of $0.9 million, and deposited cash of $13.5$10.6 million with the courts to continue to defend the cases.

Legal Proceedings

On April 18, 2019, prior to the closure of 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 funds would not accept the fixed exchange ratio for Amcor shares and instead intended to file a case asking a Missouri state court to appraise the value 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. The matter has entered into the discovery stage. As the Company is in the early stages of this proceeding, it is difficult to predict the potential outcome.

NaN lawsuits were 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 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.

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.

Amcor intends to defend the claims made in the pending actions. It is too early for Amcor 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 Amcor.

Note 17 - Subsequent Events


On FebruaryMay 11, 2020, the Company's Board of Directors declared a quarterly cash dividend of $0.115 per share to be paid on March 24,June 17, 2020 to shareholders of record as of March 4,May 28, 2020. 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 March 3,May 27, 2020 to March 4,May 28, 2020, inclusive.


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34



Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis should be read in conjunction with the Financial Statements and Notes to Condensed Consolidated Financial Statements. 

Summary of Financial Results
Three Months Ended March 31,Nine Months Ended March 31,
($ in millions, except per share amounts)2020201920202019
Net sales$3,141.0  100.0 %$2,309.9  100.0 %$9,324.8  100.0 %$6,855.3  100.0 %
Cost of Sales(2,489.0) (79.2 %)(1,890.1) (81.8 %)(7,508.8) (80.5 %)(5,591.1) (81.6 %)
Gross profit652.0  20.8 %419.8  18.2 %1,816.0  19.5 %1,264.2  18.4 %
Operating expenses:
Selling, general, and administrative expenses(353.2) (11.2 %)(220.6) (9.6 %)(1,033.4) (11.1 %)(624.2) (9.1 %)
Research and development expenses(24.9) (0.8 %)(15.8) (0.7 %)(74.3) (0.8 %)(47.3) (0.7 %)
Restructuring and related expenses(20.1) (0.6 %)(8.5) (0.4 %)(61.8) (0.7 %)(60.9) (0.9 %)
Other income, net17.4  0.6 %6.4  0.3 %37.6  0.4 %48.3  0.7 %
Operating income271.2  8.6 %181.3  7.8 %684.1  7.3 %580.1  8.5 %
Interest income5.3  0.2 %3.5  0.2 %18.3  0.2 %11.6  0.2 %
Interest expense(45.8) (1.5 %)(51.1) (2.2 %)(157.8) (1.7 %)(159.3) (2.3 %)
Other non-operating income (loss), net5.4  0.2 %1.1  — %17.4  0.2 %4.2  0.1 %
Income from continuing operations before income taxes and equity in income (loss) of affiliated companies236.1  7.5 %134.8  5.8 %562.0  6.0 %436.6  6.4 %
Income tax expense(56.1) (1.8 %)(28.0) (1.2 %)(123.0) (1.3 %)(80.8) (1.2 %)
Equity in income (loss) of affiliated companies3.6  0.1 %5.6  0.2 %8.1  0.1 %(1.3) — %
Income from continuing operations183.6  5.8 %112.4  4.9 %447.1  4.8 %354.5  5.2 %
Income (loss) from discontinued operations—  — %—  — %(7.7) (0.1 %)—  — %
Net income$183.6  5.8 %$112.4  4.9 %$439.4  4.7 %$354.5  5.2 %
Net (income) loss attributable to non-controlling interests(2.1) (0.1 %)0.2  — %(6.3) (0.1 %)(4.9) (0.1 %)
Net income attributable to Amcor plc$181.5  5.8 %$112.6  4.9 %$433.1  4.6 %$349.6  5.1 %

35

  Three Months Ended December 31, Six Months Ended December 31,
($ in millions, except per share amounts) 2019 2018 2019 2018
Net sales $3,043.1
 100.0% $2,285.4
 100.0% $6,183.8
 100.0% $4,545.6
 100.0%
Cost of Sales (2,425.8) (79.7%) (1,832.4) (80.2%) (5,019.8) (81.2%) (3,701.0) (81.4%)
                 
Gross profit 617.3
 20.3% 453.0
 19.8% 1,164.0
 18.8% 844.6
 18.6%
                 
Operating expenses:                
Selling, general, and administrative expenses (308.3) (10.1%) (205.3) (9.0%) (680.2) (11.0%) (403.6) (8.9%)
Research and development expenses (23.5) (0.8%) (17.3) (0.8%) (49.4) (0.8%) (31.5) (0.7%)
Restructuring and related expenses (24.1) (0.8%) (39.9) (1.7%) (41.7) (0.7%) (52.4) (1.2%)
Other income, net 10.9
 0.4% 31.0
 1.4% 20.2
 0.3% 41.9
 0.9%
                 
Operating income 272.3
 8.9% 221.5
 9.7% 412.9
 6.7% 399.0
 8.8%
                 
Interest income 6.3
 0.2% 5.2
 0.2% 13.0
 0.2% 8.1
 0.2%
Interest expense (52.3) (1.7%) (52.1) (2.3%) (112.0) (1.8%) (108.4) (2.4%)
Other non-operating income (loss), net 4.4
 0.1% 5.7
 0.2% 12.0
 0.2% 3.1
 0.1%
                 
Income from continuing operations before income taxes and equity in income (loss) of affiliated companies 230.7
 7.6% 180.3
 7.9% 325.9
 5.3% 301.8
 6.6%
                 
Income tax expense (45.1) (1.5%) (31.1) (1.4%) (66.9) (1.1%) (52.8) (1.2%)
Equity in income (loss) of affiliated companies 2.2
 0.1% (8.6) (0.4%) 4.5
 0.1% (6.9) (0.2%)
                 
Income from continuing operations 187.8
 6.2% 140.6
 6.2% 263.5
 4.3% 242.1
 5.3%
                 
Income (loss) from discontinued operations —
 —% —
 —% (7.7) (0.1%) —
 —%
                 
Net income $187.8
 6.2% $140.6
 6.2% $255.8
 4.1% $242.1
 5.3%
                 
Net (income) loss attributable to non-controlling interests (2.2) (0.1%) (2.0) (0.1%) (4.2) (0.1%) (5.1) (0.1%)
                 
Net income attributable to Amcor plc $185.6
 6.1% $138.6
 6.1% $251.6
 4.1% $237.0
 5.2%


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Overview

Amcor is a global packaging company with total sales of approximately $9.5 billion in fiscal year 2019. We employ approximately 50,000 people across approximately 250 sites in more than 40 countries, and are a leader in developing and producing a broad range of packaging products including flexible and rigid packaging, specialty cartons and closures. In fiscal year 2019, the majority of sales were made to the defensive food, beverage, pharmaceutical, medical device, home and personal care, and other consumer goods end markets.

Significant Items Affecting the Periods Presented

Impact of COVID-19

The 2019 Novel Coronavirus ("COVID-19") has introduced a period of unprecedented uncertainty and challenge. Amcor’s business is almost entirely exposed to defensive end markets which have demonstrated the same resilience experienced through past economic cycles. Our scale and global footprint has enabled us to collaborate with customers and suppliers to meet volatile changes in demand and continue to service our customers. We believe we are well-positioned to meet the challenges of the 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, including on our fiscal fourth quarter, will depend on the extent and nature of any future disruptions across the supply chain, the duration of social distancing measures and other government imposed restrictions and the nature and pace of macroeconomic recovery in key global economies.

Health and Safety

Amcor’s commitment to the health and safety of its employees remains 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 measures until the COVID-19 pandemic is adequately contained for our business.

Operations and Supply Chain

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 third fiscal quarter 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 have been 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. While governmental measures may be modified, we expect that our operations 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.

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.

The Acquisition of Bemis Company, Inc.

On June 11, 2019, we completed the acquisition of 100% of the outstanding shares of Bemis Company, IncInc. ("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.

2019 Bemis Integration Plan

In connection with the acquisition of 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 pre-tax integration costs are expected to be approximately $200 million. The total 2019 Bemis Integration Plan costs include $165 million of restructuring and related expenses and $35 million of general integration expenses. The restructuring and related expenses are comprised of approximately $100 million in employee related expenses, $30 million in fixed asset related expenses, $15 million in other restructuring and $20 million in restructuring-relatedrestructuring related expenses. The Company estimates that approximately $150 million of the $200 million total integration
36


costs will result in cash expenditures, of which $115 million relate to restructuring and related expenditures. Cash payments for the sixnine months ended DecemberMarch 31, 20192020 were $44.7$69.3 million, of which $23.6$38.3 million were payments related to restructuring and related expenditures. Cash payments of approximately $50$20 million to $60$30 million are expected for the balance of the fiscal year with $40$10 million to $50$20 million representing payments for restructuring and related expenses. The 2019 Bemis Integration Plan relates to the Flexibles segment and Corporate and is expected to be completed by the end of fiscal year 2022.

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 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.
        
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 includes 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 pre-tax restructuring costs are expected to be approximately $95 million with the main component being the cost to exit manufacturing facilities and employee related costs. The Company estimates that approximately $65 million of the $95 million total costs will result in cash expenditures. Cash payments for the sixnine months ended DecemberMarch 31, 20192020 were $6.5$12.2 million, with approximately $10$5 million to $15$10 million expected during the remainder of the fiscal year. The 2018 Rigid Packaging Restructuring Plan is expected to be materially completed during this fiscal year.2021.

For more information about our restructuring plans, refer to Note 5, "Restructuring Plans" of "Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements".


35



High Inflation 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 Argentinean subsidiaries with a functional currency of the Argentine Peso at the functional currency of the parent, which is the U.S. dollar. Highly inflationary accounting in the three months ended DecemberMarch 31, 20192020 and 20182019 resulted in a negative impact of $3.1$4.9 million and $9.6$10.5 million, respectively, and $18.5$23.4 million and $19.0$29.5 million in the sixnine months ended DecemberMarch 31, 20192020 and 2018,2019, respectively, in foreign currency transaction losses that was reflected on the unaudited condensed consolidated statement of income.


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36



Results of Operations - Three Months Ended DecemberMarch 31, 20192020

Consolidated Results of Operations
  Three Months Ended December 31,
($ in millions) 2019 2018
Net sales $3,043.1
 $2,285.4
Operating income 272.3
 221.5
Operating profit as a percentage of net sales 8.9% 9.7%
     
Net income attributable to Amcor plc $185.6
 $138.6
Diluted EPS $0.115
 $0.120

Three Months Ended March 31,
($ in millions)20202019
Net sales$3,141.0  $2,309.9  
Operating income271.2  181.3  
Operating profit as a percentage of net sales8.6 %7.8 %
Net income attributable to Amcor plc$181.5  $112.6  
Diluted Earnings Per Share$0.114  $0.097  

Net sales increased $757.7$831.1 million, or 33.2%36.0%, to $3,043.1$3,141.0 million for the three months ended DecemberMarch 31, 2019,2020, from $2,285.4$2,309.9 million for the three months ended DecemberMarch 31, 2018. On a comparative basis, including Bemis net sales and adjusting for both EC and U.S. Remedy impacts would add net sales of $920.1 million, leading to a combined sales for the three months ended December 31, 2018 of $3,205.4 million.2019. Excluding negative currency impacts of $38.2$71.6 million, or (1.2%(3.0%), and pass-through of lower raw material costs of $68.1 million, or (2.9%), the decreaseincrease in net sales for the three months ended DecemberMarch 31, 2019 was $125.3$970.8 million or (3.9%)42.0%, driven by pass-throughfavorable volumes of lower raw material costs of (1.8%),2.0% and unfavorable price/mix of (1.1%(0.5%) and unfavorable volumes of (1.0%), with acquisition related impacts contributing 40.5%.


Net income attributable to Amcor plc increased $47.0$68.9 million, or 33.9%61.2%, to $185.6$181.5 million for the three months ended DecemberMarch 31, 2019,2020, from $138.6$112.6 million for the three months ended DecemberMarch 31, 20182019 mainly as a result of the Bemis acquisition and related transaction and integration cost impacts.


Diluted EPS decreasedearnings per share increased to $0.115$0.114 for the three months ended DecemberMarch 31, 2019,2020, from $0.120$0.097 for the three months ended DecemberMarch 31, 2018,2019, with the net income attributable to ordinary shareholders of Amcor plc increasing by 33.9%61.2% and the diluted weighted average number of shares outstanding increasing 39.7%37.7% for three months ended DecemberMarch 31, 20192020 compared to three months ended DecemberMarch 31, 2018.2019. The increase in the diluted weighted average number of shares outstanding was due to the acquisition of Bemis.

Segment Results of Operations

Flexibles Segment

Our Flexibles reporting segment develops and supplies flexible packaging globally.
Three Months Ended March 31,
($ in millions)20202019
Net sales including intersegment sales$2,434.8  $1,576.6  
Adjusted EBIT from continuing operations326.9  174.7  
Adjusted EBIT from continuing operations as a percentage of net sales13.4 %11.1 %
  Three Months Ended December 31,
($ in millions) 2019 2018
Net sales including intersegment sales $2,414.7
 $1,608.2
Adjusted EBIT from continuing operations 329.4
 211.4
Adjusted EBIT from continuing operations as a percentage of net sales 13.6% 13.1%


Net sales including intersegment sales increased $806.5$858.2 million, or 50.1%54.4%, to $2,414.7$2,434.8 million for the three months ended DecemberMarch 31, 2019,2020, from $1,608.2$1,576.6 million for the three months ended DecemberMarch 31, 2018. On a comparative basis, including Bemis net sales and adjusting for both EC and U.S. Remedy impacts would add net sales of $920.1 million leading to a combined sales for the three months ended December 31, 2018 of $2,528.1 million.2019. Excluding negative currency impacts of $33.7$61.3 million, or (1.3%(3.9%), and pass-through of lower raw material costs of (1.2%$26.1 million, or (1.7%), the decreaseincrease in net sales for the three months ended DecemberMarch 31, 20192020 was $49.2$945.6 million, or (1.9%)60.0%, driven by unfavorablefavorable volumes of (1.1%)1.0% and unfavorable price/mix of (0.8%(0.2%) with acquisition related impacts contributing 59.2%.

Adjusted earnings before interest and tax from continuing operations ("Adjusted EBIT") increased $118.0$152.2 million, or 55.8%87.1%, to $329.4$326.9 million for the three months ended DecemberMarch 31, 2019,2020, from $211.4$174.7 million for the three months ended DecemberMarch 31, 2018. Including Bemis Adjusted EBIT for the same period and adjusting for both EC and U.S. Remedy impacts would add Adjusted EBIT of $98.5 million leading to a combined Adjusted EBIT for the three months ended December 31, 2018 of $309.9 million.2019. Excluding negative currency impacts of $4.1$5.9 million, or (1.3%(3.4%), the increase in Adjusted EBIT for the three months ended DecemberMarch 31, 20192020 was $23.6$158.1 million, or 7.6%90.4%, driven by plant cost improvements of 8.0%17.1%, selling, general and administrative ("SG&A&A") and other cost improvements of 5.8%3.8%, favorable volumes of 1.5%, partially offset by unfavorable price/mix of (3.5%(4.4%) and unfavorable volumes of (2.7%)with acquisition related impacts contributing 72.4%.

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Rigid Packaging Segment

Our Rigid Packaging reporting segment manufactures rigid packaging containers and related products in the Americas.
38


 Three Months Ended December 31,Three Months Ended March 31,
($ in millions) 2019 2018($ in millions)20202019
Net sales including intersegment sales $629.2
 $677.6
Net sales including intersegment sales$706.8  $733.4  
Adjusted EBIT from continuing operations 59.5
 80.2
Adjusted EBIT from continuing operations71.5  69.9  
Adjusted EBIT from continuing operations as a percentage of net sales 9.5% 11.8%Adjusted EBIT from continuing operations as a percentage of net sales10.1 %9.5 %

Net sales including intersegment sales decreased $48.4$26.6 million, or 7.1%3.6%, to $629.2$706.8 million for the three months ended DecemberMarch 31, 2019,2020, from 677.6733.4 million for the three months ended DecemberMarch 31, 2018.2019. Excluding negative currency impacts of $4.5$10.4 million, or (0.7%(1.4%) and pass-through of lower raw material costs of (4.1%$42.1 million, or (5.7%), the decreaseincrease in net sales including intersegment sales for the three months ended DecemberMarch 31, 20192020 was $15.8$26.0 million, or (2.3%)3.5%, driven by favorable volumes of 4.9% and unfavorable price/mix of (1.6)% and unfavorable volumes of (0.7)(1.4)%.

Adjusted EBIT decreased $20.7increased $1.6 million, or 25.8%2.3%, to $59.5$71.5 million for the three months ended DecemberMarch 31, 2019,2020, from $80.2$69.9 million for the three months ended DecemberMarch 31, 2018.2019. Excluding negative currency impacts of $0.7$1.2 million, or (0.9%(1.7%), the decreaseincrease in Adjusted EBIT for the three months ended DecemberMarch 31, 20192020 was $20.0$2.8 million, or (24.9%)4.0%, driven by unfavorablefavorable volumes of 6.2%, favorable price/mix of (18.0%)3.0%, unfavorable plant costs of (4.0%) and unfavorable volumes of (1.7%(4.7%) with SG&A and other costs unfavorable at (1.2%(0.5%).

Consolidated Gross Profit
Three Months Ended March 31,
($ in millions)20202019
Gross profit$652.0  $419.8  
Gross profit as a percentage of net sales20.8 %18.2 %
  Three Months Ended December 31,
($ in millions) 2019 2018
Gross profit $617.3
 $453.0
Gross profit as a percentage of net sales 20.3% 19.8%


Gross profit increased by $164.3$232.2 million, or 36.3%55.3%, to 617.3$652.0 million for the three months ended DecemberMarch 31, 2019,2020, from $453.0$419.8 million for the three months ended DecemberMarch 31, 2018.2019. The increase was primarily in the Flexibles reporting segment driven by the Bemis acquisition.

Consolidated Selling, General and Administrative ("SG&A") Expense
Three Months Ended March 31,
($ in millions)20202019
SG&A expenses$(353.2) $(220.6) 
SG&A expenses as a percentage of net sales(11.2 %)(9.6 %)
  Three Months Ended December 31,
($ in millions) 2019 2018
SG&A expenses $(308.3) $(205.3)
SG&A expenses as a percentage of net sales (10.1%) (9.0%)


SG&A expenses increased by $103.0$132.6 million, or 50.2%60.1%, to $308.3$353.2 million for the three months ended DecemberMarch 31, 2019,2020, from $205.3$220.6 million for the three months ended DecemberMarch 31, 2018.2019. The increase was primarily in the Flexibles reporting segment and Other driven by the Bemis acquisition, including related transaction and integration cost impacts.

Consolidated Research and Development ("R&D") Expense
Three Months Ended March 31,
($ in millions)20202019
R&D expenses$(24.9) $(15.8) 
R&D expenses as a percentage of net sales(0.8 %)(0.7 %)
  Three Months Ended December 31,
($ in millions) 2019 2018
R&D expenses $(23.5) $(17.3)
R&D expenses as a percentage of net sales (0.8%) (0.8%)


Research and development        R&D costs increased $6.2$9.1 million, or 35.8%57.6%, for the three months ended DecemberMarch 31, 2019,2020, from $17.3$15.8 million for the three months ended DecemberMarch 31, 2018.2019. The increase was primarily driven by the addition of the Bemis cost base and timing of project costs.


38



Consolidated Restructuring and Related Expense
Three Months Ended March 31,
($ in millions)20202019
Restructuring and related expenses$(20.1) $(8.5) 
Restructuring and related expenses as a percentage of net sales(0.6 %)(0.4 %)

39


  Three Months Ended December 31,
($ in millions) 2019 2018
Restructuring and related expenses $(24.1) $(39.9)
Restructuring and related expenses as a percentage of net sales (0.8%) (1.7%)

Restructuring and related expense decreasedincreased by $15.8$11.6 million, or 39.6%136.5%, to $24.1$20.1 million for the three months ended DecemberMarch 31, 2019,2020, from $39.9$8.5 million for the three months ended DecemberMarch 31, 2018.2019. The decreaseincrease was primarily driven by reduction in restructuring activities in connection with the Rigid Packaging Restructuring Program partially offset by integration activities in connection with the Bemis transaction.

Consolidated Other Income, Net
Three Months Ended March 31,
($ in millions)20202019
Other income, net$17.4  $6.4  
Other income, net, as a percentage of net sales0.6 %0.3 %
  Three Months Ended December 31,
($ in millions) 2019 2018
Other income, net $10.9
 $31.0
Other income, net, as a percentage of net sales 0.4% 1.4%


Other income, net decreasedincreased by $20.1$11.0 million, or 64.8%171.9%, to $10.9$17.4 million for the three months ended DecemberMarch 31, 2019,2020, from $31.0$6.4 million for the three months ended DecemberMarch 31, 20182019, mainly driven by non repeating legal settlement gains in the three months ended December 31, 2018.lower hyperinflationary monetary losses.

Consolidated Interest Income
Three Months Ended March 31,
($ in millions)20202019
Interest income$5.3  $3.5  
Interest income as a percentage of net sales0.2 %0.2 %
  Three Months Ended December 31,
($ in millions) 2019 2018
Interest income $6.3
 $5.2
Interest income as a percentage of net sales 0.2% 0.2%


Interest income increased by $1.1$1.8 million, or 21.2%51.4%, to $6.3$5.3 million for the three months ended DecemberMarch 31, 2019,2020, from $5.2$3.5 million for the three months ended DecemberMarch 31, 2018 mainly driven by negative interest rates on a portion of Euro denominated borrowings.

Consolidated Interest Expense
  Three Months Ended December 31,
($ in millions) 2019 2018
Interest expense $(52.3) $(52.1)
Interest expense as a percentage of net sales (1.7%) (2.3%)

Interest expense increased by $0.2 million, or 0.4%, to $52.3 million for the three months ended December 31, 2019, from $52.1 million for the three months ended December 31, 2018.

Consolidated Other Non-Operating Income (Loss), Net
  Three Months Ended December 31,
($ in millions) 2019 2018
Other non-operating income (loss), net $4.4
 $5.7
Other non-operating income (loss), net, as a percentage of net sales 0.1% 0.2%

Other non-operating income (loss), net decreased by $1.3 million to a $4.4 million gain for the three months ended December 31, 2019, from a $5.7 million gain for the three months ended December 31, 2018.


39



Results of Operations - Six Months Ended December 31, 2019

Consolidated Results of Operations
  Six Months Ended December 31,
($ in millions) 2019 2018
Net sales $6,183.8
 $4,545.6
Operating income 412.9
 399.0
Operating profit as a percentage of net sales 6.7% 8.8%
     
Net income attributable to Amcor plc $251.6
 $237.0
Diluted EPS $0.155
 $0.204

Net sales increased $1,638.2 million, or 36.0%, to $6,183.8 million for the six months ended December 31, 2019, from $4,545.6 million for the six months ended December 31, 2018. On a comparative basis, including Bemis net sales and adjusting for both EC and U.S. Remedy impacts would add net sales of $1,882.9 million, leading to a combined sales for the six months ended December 31, 2018 of $6,428.5 million. Excluding negative currency impacts of $89.0 million, or (1.4%), the decrease in net sales for the six months ended December 31, 2019 was $157.3 million, or (2.4%), driven by pass-through of lower raw material costs of (1.0%), unfavorable volumes of (0.7%) and unfavorable price/mix of (0.7%).

Net income attributable to Amcor plc increased $14.6 million, or 6.2%, to $251.6 million for the six months ended December 31, 2019, from $237.0 million for the six months ended December 31, 2018 mainly as a result of the Bemis related acquisition and related transaction and integration cost impacts.

Diluted EPS decreased to $0.155 for the six months ended December 31, 2019, from $0.204 for the six months ended December 31, 2018, with the net income attributable to ordinary shareholders of Amcor plc increasing by 6.2% and the diluted weighted average number of shares outstanding increasing 39.9% for six months ended December 31, 2019 compared to six months ended December 31, 2018. The increase in the diluted weighted average number of shares outstanding was due to the acquisition of Bemis.

Segment Results of Operations

Flexibles Segment

Our Flexibles reporting segment develops and supplies flexible packaging globally.
  Six Months Ended December 31,
($ in millions) 2019 2018
Net sales including intersegment sales $4,845.5
 $3,142.0
Adjusted EBIT from continuing operations 619.9
 368.9
Adjusted EBIT from continuing operations as a percentage of net sales 12.8% 11.6%

Net sales including intersegment sales increased $1,703.5 million, or 54.2%, to $4,845.5 million for the six months ended December 31, 2019, from $3,142.0 million for the six months ended December 31, 2018. On a comparative basis, including Bemis net sales and adjusting for both EC and U.S. Remedy impacts would add net sales of $1,882.9 million leading to a combined sales for the six months ended December 31, 2018 of $5,024.9 million. Excluding negative currency impacts of $80.7 million, or (1.6%) and pass-through of lower raw material costs of (0.5%), the decrease in net sales for the six months ended December 31, 2019 was $71.3 million, or (1.4%), driven by unfavorable volumes of (0.8%) and unfavorable price/mix of (0.6%).

Adjusted earnings before interest and tax from continuing operations ("Adjusted EBIT") increased $251.0 million, or 68.0%, to $619.9 million for the six months ended December 31, 2019, from $368.9 million for the six months ended December 31, 2018. Including Bemis Adjusted EBIT for the same period and adjusting for both EC and U.S. Remedy impacts would add Adjusted EBIT of $212.6 million leading to a combined Adjusted EBIT for the six months ended December 31, 2018 of $581.5 million. Excluding negative currency impacts of $8.3 million, or (1.4%), the increase in Adjusted EBIT for the

40



six months ended December 31, 2019 was $46.7 million or 8.0%, driven by plant cost improvements of 8.6%, SG&A and other cost improvements of 3.9%, partially offset by unfavorable volumes of (2.5%) and unfavorable price/mix of (2.0%).

Rigid Packaging Segment

Our Rigid Packaging reporting segment manufactures rigid packaging containers and related products.
  Six Months Ended December 31,
($ in millions) 2019 2018
Net sales including intersegment sales $1,339.8
 $1,404.3
Adjusted EBIT from continuing operations 130.0
 148.5
Adjusted EBIT from continuing operations as a percentage of net sales 9.7% 10.6%

Net sales including intersegment sales decreased 64.5 million, or 4.6%, to $1,339.8 million for the six months ended December 31, 2019, from $1,404.3 million for the six months ended December 31, 2018. Excluding negative currency impacts of $8.3 million, or (0.6%) and pass-through of lower raw material costs of (2.4%), the decrease in net sales including intersegment sales for the six months ended December 31, 2019 was $22.3 million, or (1.6%), driven by unfavorable price/mix of (1.4%) and unfavorable volumes of (0.2)%.

Adjusted EBIT decreased $18.5 million, or 12.5%, to $130.0 million for the six months ended December 31, 2019, from $148.5 million for the six months ended December 31, 2018. Excluding negative currency impacts of $0.8 million, or (0.5%), the decrease in Adjusted EBIT for the six months ended December 31, 2019 was $17.7 million, or (11.9%), driven primarily by unfavorable price/mix of (12.9%) and favorable plant, SG&A and other costs of 1.0%.

Consolidated Gross Profit
  Six Months Ended December 31,
($ in millions) 2019 2018
Gross profit $1,164.0
 $844.6
Gross profit as a percentage of net sales 18.8% 18.6%

Gross profit increased by 319.4 million, or 37.8%, to $1,164.0 million for the six months ended December 31, 2019, from $844.6 million for the six months ended December 31, 2018. The increase was primarily in the Flexibles reporting segment driven by the Bemis acquisition.

Consolidated Selling, General and Administrative ("SG&A") Expense
  Six Months Ended December 31,
($ in millions) 2019 2018
SG&A expenses $(680.2) $(403.6)
SG&A expenses as a percentage of net sales (11.0%) (8.9%)

SG&A expenses increased by $276.6 million, or 68.5%, to $680.2 million for the six months ended December 31, 2019, from $403.6 million for the six months ended December 31, 2018. The increase was primarily in the Flexibles reporting segment driven by the Bemis related acquisition, including related transaction and integration cost impacts.

Consolidated Research and Development ("R&D") Expense
  Six Months Ended December 31,
($ in millions) 2019 2018
R&D expenses $(49.4) $(31.5)
R&D expenses as a percentage of net sales (0.8%) (0.7%)

Research and development costs increased $17.9 million, or 56.8%, for the six months ended December 31, 2019, from $31.5 million for the six months ended December 31, 2018. The increase was primarily driven by the addition of the Bemis cost base and timing of project costs.

41




Consolidated Restructuring and Related Expense
  Six Months Ended December 31,
($ in millions) 2019 2018
Restructuring and related expenses $(41.7) $(52.4)
Restructuring and related expenses as a percentage of net sales (0.7%) (1.2%)

Restructuring and related expense decreased by $10.7 million, or 20.4%, to $41.7 million for the six months ended December 31, 2019, from $52.4 million for the six months ended December 31, 2018. The decrease was primarily driven by reduction in restructuring activities in connection with the Rigid Packaging Restructuring Program partially offset by integration activities in connection with the Bemis transaction.

Consolidated Other Income, Net
  Six Months Ended December 31,
($ in millions) 2019 2018
Other income, net $20.2
 $41.9
Other income, net, as a percentage of net sales 0.3% 0.9%

Other income, net decreased by $21.7 million, or 51.8%, to $20.2 million for the six months ended December 31, 2019, from $41.9 million for the six months ended December 31, 2018 mainly driven by non repeating legal settlement gains in the six months ended December 31, 2018.

Consolidated Interest Income
  Six Months Ended December 31,
($ in millions) 2019 2018
Interest income $13.0
 $8.1
Interest income as a percentage of net sales 0.2% 0.2%

Interest income increased by $4.9 million, or 60.5%, to $13.0 million for the six months ended December 31, 2019, from $8.1 million for the six months ended December 31, 2018 mainly driven by higher cash balances during the period and negative interest rates on a portion of Euro denominated borrowings.

Consolidated Interest Expense
Three Months Ended March 31,
($ in millions)20202019
Interest expense$(45.8) $(51.1) 
Interest expense as a percentage of net sales(1.5 %)(2.2 %)
  Six Months Ended December 31,
($ in millions) 2019 2018
Interest expense $(112.0) $(108.4)
Interest expense as a percentage of net sales (1.8%) (2.4%)


Interest expense increaseddecreased by $3.6$5.3 million, or 3.3%10.4%, to $112.0$45.8 million for the sixthree months ended DecemberMarch 31, 2019,2020, from $108.4$51.1 million for the sixthree months ended DecemberMarch 31, 2018. The increase was primarily2019, mainly driven by acquired debt following the Bemis acquisition partially offset bydecreases in rates and the maturity of severala higher cost U.S. Notes and Euro bonds.priced bond in Europe.

Consolidated Other Non-Operating Income (Loss), Net
Three Months Ended March 31,
($ in millions)20202019
Other non-operating income (loss), net$5.4  $1.1  
Other non-operating income (loss), net, as a percentage of net sales0.2 %— %
  Six Months Ended December 31,
($ in millions) 2019 2018
Other non-operating income (loss), net $12.0
 $3.1
Other non-operating income (loss), net, as a percentage of net sales 0.2% 0.1%


Other non-operating income (loss), net increased by $8.9$4.3 million to a $12.0$5.4 million gain for the sixthree months ended DecemberMarch 31, 2019,2020, from a $3.1$1.1 million gain for the sixthree months ended DecemberMarch 31, 20182019, mainly driven by impacts relating to the acquired Bemis pension plans.


40


Results of Operations - Nine Months Ended March 31, 2020

Consolidated Results of Operations
Nine Months Ended March 31,
($ in millions)20202019
Net sales$9,324.8  $6,855.3  
Operating income684.1  580.1  
Operating profit as a percentage of net sales7.3 %8.5 %
Net income attributable to Amcor plc$433.1  $349.6  
Diluted Earnings Per Share$0.269  $0.301  

        Net sales increased $2,469.5 million, or 36.0%, to $9,324.8 million for the nine months ended March 31, 2020, from $6,855.3 million for the nine months ended March 31, 2019. Excluding negative currency impacts of $160.6 million, or (2.3%), and pass-through of lower raw material of $129.2 million, or (1.9%), the increase in net sales for the nine months ended March 31, 2020 was $2,759.3 million, or 40.3%, driven by favorable volumes of 0.2% and unfavorable price/mix of (0.7%), with acquisition related impacts contributing 40.8%.

        Net income attributable to Amcor plc increased $83.5 million, or 23.9%, to $433.1 million for the nine months ended March 31, 2020, from $349.6 million for the nine months ended March 31, 2019 mainly as a result of the Bemis related acquisition and related transaction and integration cost impacts.

        Diluted earnings per share decreased to $0.269 for the nine months ended March 31, 2020, from $0.301 for the nine months ended March 31, 2019, with the net income attributable to ordinary shareholders of Amcor plc increasing by 23.9% and the diluted weighted average number of shares outstanding increasing 39.2% for nine months ended March 31, 2020 compared to nine months ended March 31, 2019. The increase in the diluted weighted average number of shares outstanding was due to the acquisition of Bemis.

Segment Results of Operations

Flexibles Segment

        Our Flexibles reporting segment develops and supplies flexible packaging globally.
Nine Months Ended March 31,
($ in millions)20202019
Net sales including intersegment sales$7,280.3  $4,718.6  
Adjusted EBIT from continuing operations946.8  543.6  
Adjusted EBIT from continuing operations as a percentage of net sales13.0 %11.5 %

        Net sales including intersegment sales increased $2,561.7 million, or 54.3%, to $7,280.3 million for the nine months ended March 31, 2020, from $4,718.6 million for the nine months ended March 31, 2019. Excluding negative currency impacts of $142.0 million, or (3.0%), and pass-through of lower raw material of $53.3 million, or (1.1%), the increase in net sales for the nine months ended March 31, 2020 was $2,757.0 million, or 58.4%, driven by unfavorable price/mix of (0.5%) and unfavorable volumes of (0.2%), with acquisition related impacts contributing 59.1%.

        Adjusted earnings before interest and tax from continuing operations ("Adjusted EBIT") increased $403.2 million, or 74.2%, to $946.8 million for the nine months ended March 31, 2020, from $543.6 million for the nine months ended March 31, 2019. Excluding negative currency impacts of$14.2 million, or (2.6%), the increase in Adjusted EBIT for the nine months ended March 31, 2020 was $417.4 million, or 76.8%, driven by plant cost improvements of 11.4%, SG&A and other cost improvements of 3.9%, partially offset by unfavorable price/mix of (2.7%) and unfavorable volumes of (1.2%), with acquisition related impacts contributing 65.5%.

        Rigid Packaging Segment

        Our Rigid Packaging reporting segment manufactures rigid packaging containers and related products.
41


Nine Months Ended March 31,
($ in millions)20202019
Net sales including intersegment sales$2,046.6  $2,137.7  
Adjusted EBIT from continuing operations201.5  218.4  
Adjusted EBIT from continuing operations as a percentage of net sales9.8 %10.2 %

        Net sales including intersegment sales decreased $91.1 million, or 4.3%, to $2,046.6 million for the nine months ended March 31, 2020, from $2,137.7 million for the nine months ended March 31, 2019. Excluding negative currency impacts of $18.7 million, or (0.9%) and pass-through of lower raw material costs of $76.0 million, or (3.6%), the increase in net sales including intersegment sales for the nine months ended March 31, 2020 was $3.7 million, or 0.2%, driven by favorable volume of 1.5% and unfavorable price/mix of (1.3%).

        Adjusted EBIT decreased $16.9 million, or 7.7%, to $201.5 million for the nine months ended March 31, 2020, from $218.4 million for the nine months ended March 31, 2019. Excluding negative currency impacts of $2.0 million, or (0.9%), the decrease in Adjusted EBIT for the nine months ended March 31, 2020 was $14.8 million, or (6.8%), driven primarily by favorable volumes of 2.2% offset by unfavorable price/mix of (8.1%) and unfavorable plant costs of (1.0%) with the net impact of SG&A and other costs being broadly flat.

Consolidated Gross Profit
Nine Months Ended March 31,
($ in millions)20202019
Gross profit$1,816.0  $1,264.2  
Gross profit as a percentage of net sales19.5 %18.4 %

        Gross profit increased by $551.8 million, or 43.6%, to $1,816.0 million for the nine months ended March 31, 2020, from $1,264.2 million for the nine months ended March 31, 2019. The increase was primarily in the Flexibles reporting segment largely driven by the Bemis acquisition.

Consolidated Selling, General and Administrative Expense
Nine Months Ended March 31,
($ in millions)20202019
SG&A expenses$(1,033.4) $(624.2) 
SG&A expenses as a percentage of net sales(11.1 %)(9.1 %)

        SG&A expenses increased by $409.2 million, or 65.6%, to $1,033.4 million for the nine months ended March 31, 2020, from $624.2 million for the nine months ended March 31, 2019. The increase was primarily in the Flexibles reporting segment and Other driven by the Bemis related acquisition, including related transaction and integration cost impacts.

Consolidated Research and Development ("R&D") Expense
Nine Months Ended March 31,
($ in millions)20202019
R&D expenses$(74.3) $(47.3) 
R&D expenses as a percentage of net sales(0.8 %)(0.7 %)

        R&D costs increased $27.0 million, or 57.1%, for the nine months ended March 31, 2020, from $47.3 million for the nine months ended March 31, 2019. The increase was primarily driven by the addition of the Bemis cost base and timing of project costs.

Consolidated Restructuring and Related Expense
Nine Months Ended March 31,
($ in millions)20202019
Restructuring and related expenses$(61.8) $(60.9) 
Restructuring and related expenses as a percentage of net sales(0.7 %)(0.9 %)

42



        Restructuring and related expense increased by $0.9 million, or 1.5%, to $61.8 million for the nine months ended March 31, 2020, from $60.9 million for the nine months ended March 31, 2019. The increase was primarily driven by integration activities in connection with the Bemis transaction, partially offset by a reduction in restructuring activities in connection with the 2018 Rigid Packaging Restructuring Plan.

Consolidated Other Income, Net
Nine Months Ended March 31,
($ in millions)20202019
Other income, net$37.6  $48.3  
Other income, net, as a percentage of net sales0.4 %0.7 %

        Other income, net decreased by $10.7 million, or 22.2%, to $37.6 million for the nine months ended March 31, 2020, from $48.3 million for the nine months ended March 31, 2019, mainly driven by non-repeating legal settlement gains in the nine months ended March 31, 2019.

Consolidated Interest Income
Nine Months Ended March 31,
($ in millions)20202019
Interest income$18.3  $11.6  
Interest income as a percentage of net sales0.2 %0.2 %

        Interest income increased by $6.7 million, or 57.8%, to $18.3 million for the nine months ended March 31, 2020, from $11.6 million for the nine months ended March 31, 2019, mainly driven by higher cash balances during the period and negative interest rates on a portion of Euro denominated borrowings.

Consolidated Interest Expense
Nine Months Ended March 31,
($ in millions)20202019
Interest expense$(157.8) $(159.3) 
Interest expense as a percentage of net sales(1.7 %)(2.3 %)

        Interest expense decreased by $1.5 million or 0.9%, to $157.8 million for the nine months ended March 31, 2020, from $159.3 million for the nine months ended March 31, 2019. The decrease was primarily driven by acquired debt following the Bemis acquisition offset by decreases in rates and the maturity of several higher cost U.S. Notes and Eurobond.

Consolidated Other Non-Operating Income (Loss), Net
Nine Months Ended March 31,
($ in millions)20202019
Other non-operating income (loss), net$17.4  $4.2  
Other non-operating income (loss), net, as a percentage of net sales0.2 %0.1 %

        Other non-operating income (loss), net increased by $13.2 million to a $17.4 million gain for the nine months ended March 31, 2020, from a $4.2 million gain for the nine months ended March 31, 2019, mainly driven by impacts relating to the acquired Bemis pension plans.

Consolidated Income Tax Expense
Nine Months Ended March 31,
($ in millions)20202019
Income tax expense$(123.0) $(80.8) 
Effective income tax rate21.9 %18.5 %
  Six Months Ended December 31,
($ in millions) 2019 2018
Income tax expense $(66.9) $(52.8)
Effective income tax rate 20.5% 17.5%


The Company computes its provision for income taxes by applying the estimated annual effective tax rate to year to date income before income taxes and equity in income of affiliated companies and adjusts for discrete tax items recorded in the period.
43



The provision for income taxes for the three and sixnine months ended DecemberMarch 31, 20192020 and 20182019 is based on our projected annual effective tax rate for the respective fiscal year 2020,years, adjusted for discretespecific items that are required to be recognized in the period in which they are incurred.

Income tax expense for the three and sixnine months ended DecemberMarch 31, 20192020 is $45.1$56.1 million and $66.9$123.0 million, respectively, compared to $31.1$28.0 million and $52.8$80.8 million for the three and sixnine months ended DecemberMarch 31, 2018,2019, respectively.

The effective tax rate for the sixnine months ended DecemberMarch 31, 20192020 increased by 33.4 percentage points compared to the sixnine months ended DecemberMarch 31, 2018,2019, from 17.5%18.5% to 20.5%21.9%. The increase in income tax provision and the increase in the effective tax rate was primarily related to non-deductible restructuring and transaction costs and the increase of operating income earned in higher tax jurisdictions as a result of the Bemis acquisition.


44

43




Presentation of Non-GAAP Information

This Quarterly Report on Form 10-Q refers to non-GAAP financial measures: adjusted earnings before interest and taxes ("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, 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, certain litigation matters, and certain acquisition-related expenses, including transaction expenses, due diligence expenses, professional and legal fees, purchase accounting adjustments for inventory, and order backlog, intangible amortization, and changes in the fair value of deferred acquisition payments. This adjusted information should not be construed as an alternative to results determined in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Management of the Company uses the non-GAAP measures to evaluate operating performance and believes that these non-GAAP measures are useful to enable investors and other external parties to perform comparisons of current and historical performance of the Company.

A reconciliation of reported net income attributable to Amcor plc to adjusted EBIT from continuing operations and adjusted net income from continuing operations for the three and sixnine months ended DecemberMarch 31, 20192020 and 20182019 is as follows:
Three Months Ended March 31,Nine Months Ended March 31,
($ in millions)2020201920202019
Net income attributable to Amcor plc, as reported$181.5  $112.6  $433.1  $349.6  
Add: Net income (loss) attributable to non-controlling interests2.1  (0.2) 6.3  4.9  
Less: (Income) loss from discontinued operations, net of tax—  —  7.7  —  
Income from continuing operations183.6  112.4  447.1  354.5  
Add: Income tax expense56.1  28.0  123.0  80.8  
Add: Interest expense45.8  51.1  157.8  159.3  
Less: Interest income(5.3) (3.5) (18.3) (11.6) 
EBIT from continuing operations280.2  188.0  709.6  583.0  
Add: Material restructuring programs (1)19.3  7.0  60.0  44.7  
Add: Impairments in equity method investments (2)—  —  —  13.9  
Add: Material acquisition costs and other (3)14.8  19.8  116.0  54.9  
Add: Amortization of acquired intangible assets from business combinations (4)41.0  4.4  150.2  14.1  
Add/(Less): Economic net investment hedging activities not qualifying for hedge accounting (5)—  0.1  —  (1.4) 
Add: Impact of hyperinflation (6)4.9  10.5  23.4  29.5  
Less: Net legal settlements (7)—  0.6  —  (14.9) 
Adjusted EBIT from continuing operations360.2  230.4  1,059.2  723.8  
Less: Income tax expense(56.1) (28.0) (123.0) (80.8) 
Add: Adjustments to income tax expense (8)(14.9) (0.3) (71.0) (14.7) 
Less: Interest expense(45.8) (51.1) (157.8) (159.3) 
Add: Interest income5.3  3.5  18.3  11.6  
Less: Net (income) loss attributable to non-controlling interests(2.1) 0.2  (6.3) (4.9) 
Adjusted net income from continuing operations$246.6  $154.7  $719.4  $475.7  
  Three Months Ended December 31, Six Months Ended December 31,
($ in millions) 2019 2018 2019 2018
Net income attributable to Amcor plc, as reported $185.6
 $138.6
 $251.6
 $237.0
Add: Net income (loss) attributable to non-controlling interests 2.2
 2.0
 4.2
 5.1
Less: (Income) loss from discontinued operations, net of tax —
 —
 7.7
 —
Income from continuing operations 187.8

140.6
 263.5
 242.1
Add: Income tax expense 45.1
 31.1
 66.9
 52.8
Add: Interest expense 52.3
 52.1
 112.0
 108.4
Less: Interest income (6.3) (5.2) (13.0) (8.1)
EBIT from continuing operations 278.9

218.6
 429.4
 395.2
Add: Material restructuring programs (1) 23.4
 27.6
 40.7
 37.7
Add: Impairments in equity method investments (2) —
 11.4
 —
 13.9
Add: Material acquisition costs and other (3) 17.7
 29.8
 101.2
 35.1
Add: Amortization of acquired intangible assets from business combinations (4) 40.9
 4.7
 109.2
 9.5
Add/(Less): Economic net investment hedging activities not qualifying for hedge accounting (5) —
 (4.2) —
 (1.5)
Add: Impact of hyperinflation (6) 3.1
 9.6
 18.5
 19.0
Less: Net legal settlements (7) —
 (15.5) —
 (15.5)
Adjusted EBIT from continuing operations 364.0
 282.0
 699.0
 493.4
Less: Income tax expense (45.1) (31.1) (66.9) (52.8)
Add: Adjustments to income tax expense (8) (15.9) (9.2) (56.1) (14.4)
Less: Interest expense (52.3) (52.1) (112.0) (108.4)
Add: Interest income 6.3
 5.2
 13.0
 8.1
Less: Net (income) loss attributable to non-controlling interests (2.2) (2.0) (4.2) (5.1)
Adjusted net income from continuing operations $254.8
 $192.8
 $472.8
 $320.8
(1)Material restructuring programs includes the 2018 Rigid Packaging Restructuring Plan and the 2019 Bemis Integration Plan for the three and nine months ended March 31, 2020. For the three and nine months ended March 31, 2019, material restructuring plans include the 2018 Rigid Packaging Restructuring Plan. Refer to Note 5, "Restructuring Plans," for more information about the Company's restructuring plans.
(1)Material restructuring programs includes the 2018 Rigid Packaging Restructuring Plan and the 2019 Bemis Integration Plan for the three and six months ended December 31, 2019. For the three and six months ended December 31, 2018, material restructuring plans include the 2018 Rigid Packaging Restructuring Plan. Refer to Note 5, "Restructuring Plans" of "Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements," for more information about our restructuring plans.
(2)Impairments in equity method investments includes the impairment charges related to other-than-temporary impairments related to the investment in AMVIG.
(3)Material acquisition costs and other includes $58.0 million amortization of Bemis acquisition related inventory fair value step-up and $43.2 million of Bemis transaction related costs and integration costs not qualifying as exit costs for the six months ended December 31, 2019.

(2)Impairments in equity method investments includes the impairment charges related to other-than-temporary impairments related to the investment in AMVIG.
(3)Material acquisition costs and other includes $57.8 million amortization of Bemis acquisition related inventory fair value step-up and $58.2 million of Bemis transaction related costs and integration costs not qualifying as exit costs for the nine months ended March 31, 2020.
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45


(4)Amortization of acquired intangible assets from business combinations includes amortization expenses related to all acquired intangible assets from acquisitions impacting the periods presented, including $26.4 million of sales backlog amortization for the nine months ended March 31, 2020 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 our 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)Net legal settlements includes the impact of significant legal settlements after associated costs.
(8)Net tax impact on items (1) through (7) above.

(4)Amortization of acquired intangible assets from business combinations includes amortization expenses related to all acquired intangible assets from acquisitions impacting the periods presented, including $26.4 million of sales backlog amortization for the six months ended December 31, 2019 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 our 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)Net legal settlements includes the impact of significant legal settlements after associated costs.
(8)Net tax impact on items (1) through (7) above.

Reconciliation of Net Debt

A reconciliation of total debt to net debt at DecemberMarch 31, 20192020 and June 30, 2019 is as follows:
($ in millions)March 31, 2020June 30, 2019
Current portion of long-term debt$2.8  $5.4  
Short-term debt310.0  788.8  
Long-term debt, less current portion6,208.8  5,309.0  
Total debt6,521.6  6,103.2  
Less cash and cash equivalents537.8  601.6  
Net debt$5,983.8  $5,501.6  

($ in millions) December 31, 2019 June 30, 2019
Current portion of long-term debt $4.2
 $5.4
Short-term debt 353.0
 788.8
Long-term debt, less current portion 5,853.5
 5,309.0
Total debt 6,210.7
 6,103.2
Less cash and cash equivalents 673.8
 601.6
Net debt $5,536.9
 $5,501.6


45
46


Supplemental Guarantor Information

Amcor plc, along with certain wholly owned subsidiary guarantors, guarantee the following senior notes issued on June 13, 2019 by the wholly owned subsidiaries, Amcor Finance (USA), Inc. and Bemis Company, Inc.

•4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc.
•3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc.
•3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc.
•4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc.

The two notes issued by Bemis Company, 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.

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.

Bemis is incorporated in Missouri in the United States, Amcor Finance (USA) Inc. is incorporated in Delaware in the United States 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 group made up of Amcor plc (as parent guarantor), Bemis Company, Inc. and Amcor Finance (USA), Inc. (as subsidiary issuers of the notes and guarantors of each other’s notes) and Amcor Pty Ltd and Amcor UK Finance plc (as the remaining subsidiary guarantors).

47


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
Nine Months Ended March 31,
($ in millions)2020
Net sales - external$688.8 
Net sales - to subsidiaries outside the Obligor Group3.4 
Total net sales692.2 
Gross profit125.5 
Income from continuing operations (1)9,019.5 
Income (loss) from discontinued operations, net of tax9.6 
Net income$9,029.1 
Net (income) loss attributable to non-controlling interests— 
Net income attributable to Obligor Group$9,029.1 
(1)Includes $9,434.7 million net income from subsidiaries outside the Obligor Group mainly made up of intercompany dividend and 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.

Balance Sheet for Obligor Group
(in millions)March 31, 2020June 30, 2019
Assets
Current assets - external  $921.0  $799.0  
Current assets - due from subsidiaries outside the Obligor Group  84.1  148.2  
Total current assets  1,005.1  947.2  
Non-current assets - external  1,016.4  1,013.6  
Non-current assets - due from subsidiaries outside the Obligor Group  11,616.1  11,658.6  
Total non-current assets  12,632.5  12,672.2  
Total assets  $13,637.6  $13,619.4  
Liabilities
Current liabilities - external  $1,315.3  $2,001.1  
Current liabilities - due from subsidiaries outside the Obligor Group  18.0  45.7  
Total current liabilities  1,333.3  2,046.8  
Non-current liabilities - external  6,248.5  5,448.3  
Non-current liabilities - due from subsidiaries outside the Obligor Group  10,281.5  9,665.5  
Total non-current liabilities  16,530.0  15,113.8  
Total liabilities  $17,863.3  $17,160.6  

48


Liquidity and Capital Resources

We finance our business primarily through cash flows provided by operating activities, 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, 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. In the third fiscal quarter of 2020, we entered into six Treasury lock agreements to protect against potentially unfavorable interest rate changes relating to the highly probable issuance of long-term debt associated with the planned re-financing of certain existing debt obligations. Disruption in capital markets as a result of the recent COVID-19 pandemic may lead to higher refinancing costs. Heightened market volatility at the time of issuance may cause us to not be able to obtain such financing on terms acceptable to us.

During March, our access to commercial paper in Europe and the U.S. was restricted, and, at times, unavailable. 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 million to $840 million.

Based on our current and expected cash flow from operating activities and available cash, we believe our cash flows provided by operating activities, together with borrowings available under our credit facilities, will continue to provide sufficient liquidity to fund our operations, capital expenditures and other commitments.commitments, including dividends, into the foreseeable future.

Overview
Nine Months Ended March 31,
($ in millions)20202019YTD Change
3Q 2020 vs. 3Q 2019
Cash flow from operating activities$470.3  $121.4  $348.9  
Cash flow from investing activities116.4  (183.8) 300.2  
Cash flow from financing activities(589.9) 2.4  (592.3) 
  Six Months Ended December 31,  
($ in millions) 2019 2018 
Change
YTD 2Q 2020 vs. YTD 2Q 2019
Cash flow from operating activities $342.0
 $234.7
 $107.3
Cash flow from investing activities 194.0
 (112.9) 306.9
Cash flow from financing activities (442.1) (229.9) (212.2)

Cash Flow Overview

Cash Flow from Operating Activities

Net cash inflows provided by operating activities increased by $107.3$348.9 million, or 45.7%287.4%, to $342.0$470.3 million for the sixnine months ended DecemberMarch 31, 2019,2020, from $234.7$121.4 million for the sixnine months ended DecemberMarch 31, 2018.2019. This increase was primarily due to impacts from the Bemis acquisition.

Cash Flow from Investing Activities

Net cash inflows provided by investing activities increased by $306.9$300.2 million, or 271.8%163.3%, to $194.0$116.4 million for the sixnine months ended DecemberMarch 31, 2019,2020, from a $112.9$183.8 million outflow for the sixnine months ended DecemberMarch 31, 2018.2019. This increase was primarily due to disposal proceeds from the EC and U.S. RemediesRemedy related to the Bemis acquisition.

Cash Flow from Financing Activities

Net cash flows used in financing activities decreased by $212.2$592.3 million or 92.3%, to $442.1$589.9 million for the sixnine months ended DecemberMarch 31, 2019,2020, from a $229.9$2.4 million outflowinflow for the sixnine months ended DecemberMarch 31, 2018.2019. This decrease was primarily due to the share buy-back program and the increase in dividends paid, partially offset by an increase in commercial paper borrowings.

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.

49


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, except where we have the ability and intent to refinance, consists of debt amounts repayable within a year after the balance sheet date.

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% of our total tangible assets, subject to some exceptions and variations by facility. In addition, the bank debt facilities and U.S. private placement debt require us to comply with certain financial covenants, including leverage and interest coverage ratios. The negative pledge arrangements and the financial covenants are defined in the related debt agreements. As of DecemberMarch 31, 2019,2020, we arewere in compliance with all applicable covenants under our bank debt facilities and U.S. private placement debt.

46




Our net debt as of DecemberMarch 31, 20192020 and June 30, 2019 was $6.0 billion and $5.5 billion.billion, respectively.

Available Financing

As of DecemberMarch 31, 2019,2020, we had undrawn credit facilities available in the amount of $1.9$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 separate bank syndicates. On September 25, 2019 and December 15, 2019, we canceled $250.0 million and $100.0 million, respectively, of the $750.0 million term loan facility.

During the quarter ended March 31, 2020, we extended 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 $840.0 million.

As of DecemberMarch 31, 2019,2020, the revolving senior bank debt facilities had an aggregate limit of $5.2$5.0 billion, of which $3.3$3.6 billion had been drawn (inclusive of amounts drawn under commercial paper programs reducing the overall balance of available senior facilities). Our senior facilities mature between fiscal years 2020 and 2024.

Dividend Payments

During the three months ended DecemberMarch 31, 2019,2020, we declared and paid a $0.115 cash dividend per ordinary share. We also paid a $0.120 cash dividend per ordinary share for a dividend declared in the first quarter of fiscal year 2020.

Credit Rating

Our capital structure and financial practices have earned us investment grade credit ratings from two internationally recognized credit rating agencies. These credit ratings are important to our ability to issue debt at favorable rates of interest, for various tenors 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, our Board of Directors approved an on-market buy-back of $500 million of ordinary shares and Chess Depositary Instruments ("CDIs"). During the sixnine months ended DecemberMarch 31, 2019,2020, the Company repurchased approximately $222.6$478.2 million, including transaction costs, or 21.951.5 million shares. The shares repurchased as part of the program were canceled upon repurchase.

We had cash outflows of $11.3 million and $21.2$32.2 million for the purchase of our shares in the open market during the sixnine months ended DecemberMarch 31, 20192020 and 2018,2019, respectively, as treasury shares to satisfy the vesting and exercises of share-based compensation awards. As of DecemberMarch 31, 20192020, and June 30, 2019, we held treasury shares at cost of $11.4 million and $16.1 million, representing 1.1 million and 1.4 million shares, respectively.

New Accounting Pronouncements

Refer to Note 2, "New Accounting Guidance," in Item "1."Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements."


50


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, management evaluates its estimates and judgments, including those related to pension costs, intangible assets and goodwill, deferred taxes, and equity accounted investments. Our estimates and judgments are based on historical experience and on various other factors that are believed to be reasonable under the circumstances.  Actual results may differ from these estimates under different assumptions or conditions.  These critical accounting estimates are discussed in detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates and Judgments” in the our Annual Report on Form 10-K for the year ended June 30, 2019.


47



Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the Company’sour market risk during the three-month period ended DecemberMarch 31, 2019.2020.  For additional information, refer to Note 8, "Fair Value Measurements," and Note 9, "Derivative Instruments," to the notes to the Company'sour unaudited condensed consolidated financial statements and to "Item 7A. - Quantitative and Qualitative Disclosures About Market Risk" of the Company’sour Annual Report on Form 10-K for the year ended June 30, 2019.

Item 4. Controls and Procedures

a)Evaluation of Disclosure Controls and Procedures

As previously disclosed under “Item 9A. - Controls and Procedures” in our Annual Report on Form 10-K for our fiscal year ended June 30, 2019 filed with the SEC on September 3, 2019, we identified two material weaknesses in our internal control over financial reporting during the conversion of our historical AAS financial statements to U.S. GAAP. The first material weakness was related to our lack of accounting staff 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 also identified a second 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.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of DecemberMarch 31, 2019.2020. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “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. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives.

As a result of the existing material weaknesses noted above, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of DecemberMarch 31, 2019.2020.

Management’s Remediation Initiatives

With respect to the first material weakness related to a lack of experience in technical accounting in U.S. GAAP and the filing requirements of a U.S. domestic registrant, we are currently in the process of remediating this material weakness and have taken numerous steps to address the underlying causes ofand 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. We believe that these enhanced resources and processes will effectively remediate the material weakness, but theThe material weakness will not
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be considered remediated until sufficient time has passed to enable us to conclude the remediation efforts are effective.effective, which we expect will be completed prior to the end of fiscal 2020.

With respect to the second material weakness related to deficiencies in the design and operating effectiveness of internal controls over the period end reporting process, we are currently in the process of remediating this material weakness by commencingthrough a process to (i) develop and implement additional controls and procedures to reduce the number of segregation of duties conflicts within key IT systems and (ii) designingdesign and implementingimplement additional compensating controls where necessary. Given we operate many ERP systems globally, this effort is currently targeting the largest locations with standardized systems. We believe that theseThese 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, that these controlsthey are designed and operating effectively.

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b)Changes in Internal Control Over Financial Reporting

Except as described above, there 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 secondthird fiscal quarter of 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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Part II - Other Information
Item 1. Legal Proceedings

The material set forth in Note 16, "Contingencies and Legal Proceedings," in Item "1."Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements."Statements" is incorporated herein by reference.

Item 1A. Risk Factors

Information about our risk factors is contained in "Item 1A1A. - Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended June 30, 2019. We believe that at December 31, 2019,Except as noted below, there hashave been no material changechanges to this information.our risk factors from those disclosed in our Annual Report on Form 10-K. for the fiscal year ended June 30, 2019. The following risk factor should be read together with those contained in our Annual Report on Form 10-K.

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 third fiscal quarter and could continue to experience significant volatility in the demand for our products in the future.

The outbreak could 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 that 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.

The impact of COVID-19 may also exacerbate other risks discussed in "Item 1A. - Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, any of which could have a material effect on the Company.


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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Share repurchase activity during the three months ended DecemberMarch 31, 20192020 were as follows (in millions, except number of shares, which are reflected in thousands, and per share amounts): 
PeriodTotal Number of Shares PurchasedAverage Price Paid Per Share (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 (1)
January 1 - 31, 2020—  $—  —  $277.8  
February 1 - 29, 20208,447  10.11  8,447  192.4  
March 1 - 31, 202021,163  8.02  21,163  22.7  
Total29,610  $8.62  29,610  
(1)On August 20, 2019, our Board of Directors approved an on-market buy-back program of $500 million of ordinary shares and CHESS Depositary Instruments ("CDIs"). The Board authorizations do not expire and will remain in effect until shares in the amount authorized thereunder have been repurchased.
(2)Average price paid per share excludes costs associated with the repurchase.

Period Total Number of Shares Purchased (2) Average Price Paid Per Share (2)(3) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (1)
October 1 - 31, 2019 —
 $—
 —
 $441.8
November 1 - 30, 2019 7,556
 10.03
 7,547
 366.1
December 1 - 31, 2019 8,637
 10.33
 8,547
 277.8
Total 16,193
 $10.19
 16,094
 
(1)On August 20, 2019, our Board of Directors approved an on-market buy-back program of $500 million of ordinary shares and CHESS Depositary Instruments ("CDIs"). Board authorizations remain in effect until shares in the amount authorized thereunder have been repurchased.
(2)Includes shares purchased on the open market to satisfy the vesting and exercises of share-based compensation awards.
(3)Includes shares purchased on the open market to satisfy the vesting and exercises of share-based compensation awards. Average price paid per share excludes costs associated with the repurchase.

Item 3. Defaults Upon Senior Securities

Note        Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.


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Item 6. Exhibits

Pursuant to        The documents in the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"), we haveaccompanying Exhibits Index are filed, furnished or incorporated by reference certain agreements as exhibits topart of this Quarterly Report on Form 10-Q. These agreements may contain representations10-Q, and warrantiessuch Exhibits Index is incorporated herein by the parties thereto. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.reference.

ExhibitDescriptionForm of Filing
3.122Incorporation by ReferenceFiled Herewith
3.231.1Incorporation by Reference
31.1
Chief Executive Officer Certification required by Rules 13a-14(a) andor 15d-14(a) under the Securities Exchange Act of 1934, as amended.
Filed Herewith
31.2Filed Herewith
32Furnished Herewith
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBLRXBRL tags are embedded within the Inline XBRL document.Filed Electronically
101.SCHInline XBRL Taxonomy Extension Schema Document.Filed Electronically
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.Filed Electronically
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.Filed Electronically
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.Filed Electronically
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.Filed Electronically
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).Filed Electronically


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SIGNATURES

Pursuant to the requirements 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
DateAMCOR PLC
DateFebruaryMay 11, 2020By/s/ Michael Casamento
Michael Casamento, Executive Vice President and Chief Financial Officer


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