UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended ~~September 30, 2020~~March 31, 2021

☐ 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 001-38932

AMCOR PLC

(Exact name of Registrant as specified in its charter)


Jersey						98-1455367
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

83 Tower Road North

Warmley, Bristol BS30 8XP

United Kingdom

(Address of principal executive offices)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Ordinary Shares, Par Value $0.01 Per Share

AMCR

New York Stock Exchange

1.125% Guaranteed Senior Notes Due 2027

AUKF/27

New 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 ☐

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

As of ~~November~~May 4, ~~2020,~~2021, the registrant had ~~1,568,481,519~~1,541,792,948 ordinary shares, $0.01 par value, outstanding.

Amcor plc

Quarterly Report on Form 10-Q

Table of Contents


Part I
Item 1.	Financial Statements	5
	Condensed Consolidated Statement s of Income	5
	Condensed Consolidated Statement s of Comprehensive Income	6
	Condensed Consolidated Balance ~~Sheet~~Sheets	7
	Condensed Consolidated Statement s of Cash Flows	8
	Condensed Consolidated Statement s of Equity	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2930
	Summary of Financial Results	2930
	Overview	3031
	Significant Items Affecting the Periods Presented	3031
	Results of Operations	3233
	Presentation of Non-GAAP Information	3640
	Supplemental Guarantor Information	3742
	New Accounting Pronouncements	3844
	Critical Accounting Estimates and Judgments	3944
	Liquidity and Capital Resources	4045
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4146
Item 4.	Controls and Procedures	4248

Part II
Item 1.	Legal Proceedings	4349
Item 1A.	Risk Factors	4349
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4349
Item 3.	Defaults Upon Senior Securities	4349
Item 4.	Mine Safety Disclosures	4349
Item 5.	Other Information	4349
Item 6.	Exhibits	4450
	Signatures	4551

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 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," ~~"target", "project",~~"target," "project," "may," "could," "would," "approximately," "possible," "will," "should," ~~"expect,"~~ "intend," "plan," "anticipate," "estimate," "potential," ~~"outlook"~~"outlook," or "continue," the negative of these words, other terms of similar meaning or the use of future dates. Such statements are based on the current expectations of the management of Amcor and are qualified by the inherent risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. None of Amcor or any of its respective directors, executive officers or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Risks and uncertainties that could cause actual results to differ from expectations include, but are not limited to:

•The continued financial and operational impacts of the 2019 Novel Coronavirus ("COVID-19") pandemic on Amcor and its customers, suppliers, employees and the geographic markets in which it and its customers operate;

•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;

•significant competition in the industries and regions in which we operate;

•the failure to successfully integrate acquisitions in the expected time frame;

•the inability to expand our current business effectively through either organic growth, including by product innovation, or acquisitions;

•challenges to or the loss of our intellectual property rights;

•challenging current and future global economic conditions;

•impacts of operating internationally;

•price fluctuations or shortages in the availability of raw materials, energy and other inputs, which could adversely affect our business;

•production, supply and other commercial risks, including counterparty credit risks, which may be exacerbated in times of economic downturn;

•a failure in our information technology systems;

•an inability to attract and retain key personnel;

•costs and liabilities related to current and future environmental and health and safety laws and regulations;

•labor disputes;

•the possibility that the phase out of the London Interbank Offered Rate ("LIBOR") causes our interest expense to increase;

•foreign exchange rate risk;

•an increase in interest 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;

•a significant write-down of goodwill and/or other intangible assets;

•our need to maintain an effective system of internal control over financial reporting in the future;

•an inability of our insurance policies, including our use of a captive insurance company, to provide adequate protection against all of the risks we face;

•litigation or regulatory developments;

•changing government regulations in environmental, health, and safety matters; and

•our ability to develop and successfully introduce new products and to develop, acquire and retain intellectual property rights.

These risks and uncertainties are 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, 2020. 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 any obligation to update any forward-looking statements, or any other information in this communication, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.

Part I - Financial Information

Item 1. Financial Statements

Amcor plc and Subsidiaries

Condensed Consolidated ~~Statement~~Statements of Income

(Unaudited)


		Three Months Ended September 30,				Three Months Ended March 31,				Nine Months Ended March 31,
($ in millions, except per share data)	($ in millions, except per share data)	2020		2019			($ in millions, except per share data)	2021		2020		2021		2020
Net sales	Net sales	$	3,097	$	3,141		Net sales	$	3,207	$	3,141	$	9,407	$	9,325
Cost of sales	Cost of sales	(2,443)		(2,594)			Cost of sales	(2,525)		(2,489)		(7,420)		(7,509)

Gross profit	Gross profit	654		547			Gross profit	682		652		1,987		1,816

Operating expenses:	Operating expenses:						Operating expenses:
Selling, general, and administrative expenses		(329)		(371)
Selling, general and administrative expenses							Selling, general and administrative expenses	(325)		(354)		(962)		(1,034)
Research and development expenses	Research and development expenses	(26)		(26)			Research and development expenses	(25)		(25)		(74)		(74)
Restructuring and related expenses		(23)		(18)
Restructuring and related expenses, net							Restructuring and related expenses, net	24		(20)		(22)		(62)
Other income, net	Other income, net	0		9			Other income, net	17		18		27		38

Operating income	Operating income	276		141			Operating income	373		271		956		684

Interest income	Interest income	3		7			Interest income	3		5		10		18
Interest expense	Interest expense	(40)		(60)			Interest expense	(36)		(46)		(113)		(158)
Other non-operating income (loss), net		3		8
Other non-operating income, net							Other non-operating income, net	1		6		7		18

Income from continuing operations before income taxes and equity in income (loss) of affiliated companies		242		96
Income from continuing operations before income taxes and equity in income of affiliated companies							Income from continuing operations before income taxes and equity in income of affiliated companies	341		236		860		562

Income tax expense	Income tax expense	(61)		(22)			Income tax expense	(71)		(56)		(187)		(123)
Equity in income (loss) of affiliated companies, net of tax		19		2
Equity in income of affiliated companies, net of tax							Equity in income of affiliated companies, net of tax	0		3		19		8

Income from continuing operations	Income from continuing operations	200		76			Income from continuing operations	270		183		692		447

Income (loss) from discontinued operations, net of tax		0		(8)
Loss from discontinued operations, net of tax							Loss from discontinued operations, net of tax	0		0		0		(8)

Net income	Net income	$	200	$	68		Net income	$	270	$	183	$	692	$	439

Net (income) loss attributable to non-controlling interests		(2)		(2)
Net income attributable to non-controlling interests							Net income attributable to non-controlling interests	(3)		(2)		(8)		(6)

Net income attributable to Amcor plc	Net income attributable to Amcor plc	$	198	$	66		Net income attributable to Amcor plc	$	267	$	181	$	684	$	433

Basic earnings per share:	Basic earnings per share:						Basic earnings per share:
Income from continuing operations	Income from continuing operations	$	0.127	$	0.045		Income from continuing operations	$	0.173	$	0.114	$	0.439	$	0.274
Loss from discontinued operations	Loss from discontinued operations	0		(0.005)			Loss from discontinued operations	0		0		0		(0.005)
Net income	Net income	$	0.127	$	0.041		Net income	$	0.173	$	0.114	$	0.439	$	0.269

Diluted earnings per share:	Diluted earnings per share:						Diluted earnings per share:
Income from continuing operations	Income from continuing operations	$	0.126	$	0.045		Income from continuing operations	$	0.173	$	0.114	$	0.438	$	0.273
Loss from discontinued operations	Loss from discontinued operations	0		(0.005)			Loss from discontinued operations	0		0		0		(0.005)
Net income	Net income	$	0.126	$	0.041		Net income	$	0.173	$	0.114	$	0.438	$	0.269

Note: Per share amounts may not add due to rounding. See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated ~~Statement~~Statements of Comprehensive Income

(Unaudited)


		Three Months Ended September 30,				Three Months Ended March 31,				Nine Months Ended March 31,
($ in millions)	($ in millions)	2020		2019			($ in millions)	2021		2020		2021		2020
Net income	Net income	$	200	$	68		Net income	$	270	$	183	$	692	$	439
Other comprehensive income (loss):	Other comprehensive income (loss):						Other comprehensive income (loss):
Net gains (losses) on cash flow hedges, net of tax (a)	Net gains (losses) on cash flow hedges, net of tax (a)	4		1			Net gains (losses) on cash flow hedges, net of tax (a)	7		(29)		19		(26)
Foreign currency translation adjustments, net of tax (b)	Foreign currency translation adjustments, net of tax (b)	24		(51)			Foreign currency translation adjustments, net of tax (b)	(25)		(325)		127		(308)
Net investment hedge of foreign operations, net of tax (c)	Net investment hedge of foreign operations, net of tax (c)	0		(2)			Net investment hedge of foreign operations, net of tax (c)	0		(2)		0		(4)
Pension, net of tax (d)	Pension, net of tax (d)	2		1			Pension, net of tax (d)	2		0		4		2
Other comprehensive income (loss)	Other comprehensive income (loss)	30		(51)			Other comprehensive income (loss)	(16)		(356)		150		(336)
Total comprehensive income		230		17
Comprehensive (income) loss attributable to non-controlling interest		(2)		(2)
Comprehensive income attributable to Amcor plc		$	228	$	15
Total comprehensive income (loss)							Total comprehensive income (loss)	254		(173)		842		103
Comprehensive income attributable to non-controlling interest							Comprehensive income attributable to non-controlling interest	(2)		(2)		(8)		(6)
Comprehensive income (loss) attributable to Amcor plc							Comprehensive income (loss) attributable to Amcor plc	$	252	$	(175)	$	834	$	97

(a) Tax (expense) benefit related to cash flow hedges		$	(1)	$	0
(b) Tax (expense) benefit related to foreign currency translation adjustments		$	3	$	(2)
(c) Tax (expense) benefit related to net investment hedge of foreign operations		$	0	$	1
(d) Tax (expense) benefit related to pension adjustments		$	1	$	0
(a) Tax benefit (expense) related to cash flow hedges							(a) Tax benefit (expense) related to cash flow hedges	$	(2)	$	2	$	(4)	$	1
(b) Tax benefit (expense) related to foreign currency translation adjustments							(b) Tax benefit (expense) related to foreign currency translation adjustments	$	0	$	(8)	$	8	$	(8)
(c) Tax benefit related to net investment hedge of foreign operations							(c) Tax benefit related to net investment hedge of foreign operations	$	0	$	0	$	0	$	1
(d) Tax benefit related to pension adjustments							(d) Tax benefit related to pension adjustments	$	0	$	0	$	0	$	0

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Balance ~~Sheet~~Sheets

(Unaudited)


(in millions)		September 30, 2020		June 30, 2020
($ in millions except share and per share data)						($ in millions except share and per share data)	March 31, 2021		June 30, 2020
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	757	$	743	Cash and cash equivalents	$	690	$	743
Trade receivables, net	Trade receivables, net	1,673		1,616		Trade receivables, net	1,775		1,616
Inventories, net	Inventories, net	1,784		1,832		Inventories, net	1,876		1,832
Prepaid expenses and other current assets	Prepaid expenses and other current assets	398		344		Prepaid expenses and other current assets	429		344
Total current assets	Total current assets	4,612		4,535		Total current assets	4,770		4,535
Non-current assets:	Non-current assets:					Non-current assets:
Investments in affiliated companies	Investments in affiliated companies	0		78		Investments in affiliated companies	0		78
Property, plant and equipment, net	Property, plant and equipment, net	3,649		3,615		Property, plant and equipment, net	3,681		3,615
Operating lease assets	Operating lease assets	504		525		Operating lease assets	517		525
Deferred tax assets	Deferred tax assets	145		135		Deferred tax assets	140		135
Other intangible assets, net	Other intangible assets, net	1,951		1,994		Other intangible assets, net	1,874		1,994
Goodwill	Goodwill	5,382		5,339		Goodwill	5,393		5,339
Employee benefit assets	Employee benefit assets	46		44		Employee benefit assets	49		44
Other non-current assets	Other non-current assets	176		177		Other non-current assets	168		177
Total non-current assets	Total non-current assets	11,853		11,907		Total non-current assets	11,822		11,907
Total assets	Total assets	$	16,465	$	16,442	Total assets	$	16,592	$	16,442
Liabilities	Liabilities					Liabilities
Current liabilities:	Current liabilities:					Current liabilities:
Current portion of long-term debt	Current portion of long-term debt	$	13	$	11	Current portion of long-term debt	$	13	$	11
Short-term debt	Short-term debt	225		195		Short-term debt	94		195
Trade payables	Trade payables	1,808		2,171		Trade payables	1,986		2,171
Accrued employee costs	Accrued employee costs	432		477		Accrued employee costs	457		477
Other current liabilities	Other current liabilities	1,148		1,120		Other current liabilities	1,120		1,120
Total current liabilities	Total current liabilities	3,626		3,974		Total current liabilities	3,670		3,974
Non-current liabilities:	Non-current liabilities:					Non-current liabilities:
Long-term debt, less current portion	Long-term debt, less current portion	6,361		6,028		Long-term debt, less current portion	6,497		6,028
Operating lease liabilities	Operating lease liabilities	445		466		Operating lease liabilities	450		466
Deferred tax liabilities	Deferred tax liabilities	674		672		Deferred tax liabilities	662		672
Employee benefit obligations	Employee benefit obligations	394		392		Employee benefit obligations	381		392
Other non-current liabilities	Other non-current liabilities	221		223		Other non-current liabilities	227		223
Total non-current liabilities	Total non-current liabilities	8,095		7,781		Total non-current liabilities	8,217		7,781
Total liabilities	Total liabilities	11,721		11,755		Total liabilities	11,887		11,755

Commitments and contingencies (See Note 15)
Commitments and contingencies (See Note 16)						Commitments and contingencies (See Note 16)	0		0

Shareholders' Equity	Shareholders' Equity					Shareholders' Equity
Amcor plc shareholders’ equity:	Amcor plc shareholders’ equity:					Amcor plc shareholders’ equity:
Ordinary shares ($0.01 par value)	Ordinary shares ($0.01 par value)					Ordinary shares ($0.01 par value)
Authorized (9,000.0 shares)
Issued (1,568.5 and 1,568.5 shares, respectively)		16		16
Authorized (9,000.0 million shares)						Authorized (9,000.0 million shares)
Issued (1,541.8 and 1,568.5 million shares, respectively)						Issued (1,541.8 and 1,568.5 million shares, respectively)	15		16
Additional paid-in capital	Additional paid-in capital	5,481		5,480		Additional paid-in capital	5,193		5,480
Retained earnings	Retained earnings	258		246		Retained earnings	378		246
Accumulated other comprehensive income (loss)		(1,019)		(1,049)
Treasury shares (4.9 and 6.7 shares, respectively)		(49)		(67)
Accumulated other comprehensive loss						Accumulated other comprehensive loss	(899)		(1,049)
Treasury shares (4.0 and 6.7 million shares, respectively)						Treasury shares (4.0 and 6.7 million shares, respectively)	(40)		(67)
Total Amcor plc shareholders' equity	Total Amcor plc shareholders' equity	4,687		4,626		Total Amcor plc shareholders' equity	4,647		4,626
Non-controlling interest	Non-controlling interest	57		61		Non-controlling interest	58		61
Total shareholders' equity	Total shareholders' equity	4,744		4,687		Total shareholders' equity	4,705		4,687
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	16,465	$	16,442	Total liabilities and shareholders' equity	$	16,592	$	16,442

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated ~~Statement~~Statements of Cash Flows

(Unaudited)


		Three Months Ended September 30,					Nine Months Ended March 31,
($ in millions)	($ in millions)	2020		2019		($ in millions)	2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	200	$	68	Net income	$	692	$	439
Adjustments to reconcile net income to net cash provided by operating activities:	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	Depreciation, amortization and impairment	145		184		Depreciation, amortization and impairment	426		499
Net periodic benefit cost	Net periodic benefit cost	3		2		Net periodic benefit cost	9		5
Amortization of debt discount and deferred financing costs	Amortization of debt discount and deferred financing costs	2		1		Amortization of debt discount and deferred financing costs	7		4

Net gain on disposal of property, plant and equipment	Net gain on disposal of property, plant and equipment	(1)		0		Net gain on disposal of property, plant and equipment	(2)		(1)
Net loss on disposal of businesses		6		0
Equity in (income) loss of affiliated companies		(19)		(2)
Net foreign exchange (gain) loss		1		7
Net gain on disposal of businesses						Net gain on disposal of businesses	(46)		0
Equity in income of affiliated companies						Equity in income of affiliated companies	(19)		(8)
Net foreign exchange loss						Net foreign exchange loss	23		1
Share-based compensation	Share-based compensation	14		6		Share-based compensation	44		24
Other, net	Other, net	(28)		11		Other, net	(25)		39
Loss from hyperinflationary accounting for Argentine subsidiaries	Loss from hyperinflationary accounting for Argentine subsidiaries	6		19		Loss from hyperinflationary accounting for Argentine subsidiaries	25		32
Deferred income taxes, net	Deferred income taxes, net	(3)		(37)		Deferred income taxes, net	(7)		(130)
Dividends received from affiliated companies	Dividends received from affiliated companies	3		0		Dividends received from affiliated companies	4		7
Changes in operating assets and liabilities, excluding effect of acquisitions, divestitures, and currency	Changes in operating assets and liabilities, excluding effect of acquisitions, divestitures, and currency	(439)		(348)		Changes in operating assets and liabilities, excluding effect of acquisitions, divestitures, and currency	(514)		(441)
Net cash (used in) provided by operating activities		(110)		(89)
Net cash provided by operating activities						Net cash provided by operating activities	617		470
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:

Purchase of property, plant and equipment and other intangible assets	Purchase of property, plant and equipment and other intangible assets	(114)		(115)		Purchase of property, plant and equipment and other intangible assets	(335)		(313)
Proceeds from divestiture		138		397
Proceeds from divestitures						Proceeds from divestitures	214		425
Proceeds from sales of property, plant and equipment and other intangible assets	Proceeds from sales of property, plant and equipment and other intangible assets	3		2		Proceeds from sales of property, plant and equipment and other intangible assets	6		5
Net cash (used in) provided by investing activities	Net cash (used in) provided by investing activities	27		284		Net cash (used in) provided by investing activities	(115)		117
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from issuance of shares	Proceeds from issuance of shares	5		1		Proceeds from issuance of shares	11		1

Purchase of treasury shares	Purchase of treasury shares	0		(10)		Purchase of treasury shares	0		(11)

Proceeds from (purchase of) non-controlling interest	Proceeds from (purchase of) non-controlling interest	1		0		Proceeds from (purchase of) non-controlling interest	(7)		5��
Proceeds from issuance of long-term debt	Proceeds from issuance of long-term debt	1		229		Proceeds from issuance of long-term debt	2		1,201
Repayment of long-term debt	Repayment of long-term debt	(122)		(1,360)		Repayment of long-term debt	(121)		(2,094)
Net borrowing/(repayment) of commercial paper		350		1,054
Net borrowing/(repayment) of short-term debt		30		(161)
Net borrowing of commercial paper						Net borrowing of commercial paper	503		1,816
Net repayment of short-term debt						Net repayment of short-term debt	(122)		(455)
Repayment of lease liabilities	Repayment of lease liabilities	(1)		0		Repayment of lease liabilities	(3)		(1)
Share buyback/cancellations	Share buyback/cancellations	0		(58)		Share buyback/cancellations	(308)		(478)
Dividends paid	Dividends paid	(188)		(1)		Dividends paid	(556)		(574)
Net cash (used in) provided by financing activities		76		(306)
Net cash used in financing activities						Net cash used in financing activities	(601)		(590)

Effect of exchange rates on cash and cash equivalents	Effect of exchange rates on cash and cash equivalents	21		(11)		Effect of exchange rates on cash and cash equivalents	46		(61)

Net increase (decrease) in cash and cash equivalents		14		(122)
Net decrease in cash and cash equivalents						Net decrease in cash and cash equivalents	(53)		(64)
Cash and cash equivalents balance at beginning of year	Cash and cash equivalents balance at beginning of year	743		602		Cash and cash equivalents balance at beginning of year	743		602

Cash and cash equivalents balance at end of period	Cash and cash equivalents balance at end of period	$	757	$	480	Cash and cash equivalents balance at end of period	$	690	$	538

Supplemental cash flow information:	Supplemental cash flow information:					Supplemental cash flow information:
Interest paid, net of amounts capitalized	Interest paid, net of amounts capitalized	$	22	$	45	Interest paid, net of amounts capitalized	$	90	$	134
Income taxes paid	Income taxes paid	$	107	$	54	Income taxes paid	$	218	$	226

Supplemental non-cash disclosures relating to investing and financing activities:	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	$	58	$	59	Purchase of property and equipment, accrued but unpaid	$	62	$	60

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated ~~Statement~~Statements of Equity

(Unaudited)


($ in millions, except per share data)	($ 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		($ in millions, except per share data)	Ordinary Shares		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Shares		Non-controlling Interest		Total
Balance as of December 31, 2019																Balance as of December 31, 2019	$	16	$	5,783	$	255	$	(702)	$	(11)	$	63	$	5,404
Net income																Net income					181						2		183
Other comprehensive loss																Other comprehensive loss							(356)						(356)
Share buyback/cancellations																Share buyback/cancellations			(255)										(255)
Dividends declared ($0.115 per share)																Dividends declared ($0.115 per share)					(182)						(2)		(184)

Share-based compensation expense																Share-based compensation expense			11										11

Balance as of March 31, 2020																Balance as of March 31, 2020	$	16	$	5,539	$	254	$	(1,058)	$	(11)	$	63	$	4,803

Balance as of June 30, 2019	Balance as of June 30, 2019	$	16	$	6,008	$	324	$	(722)	$	(16)	$	65	$	5,675	Balance as of June 30, 2019	$	16	$	6,008	$	324	$	(722)	$	(16)	$	65	$	5,675
Net income (loss)						66						2		68
Other comprehensive income (loss)								(51)						(51)
Net income																Net income					433						6		439
Other comprehensive loss																Other comprehensive loss							(336)				—		(336)
Share buyback/cancellations	Share buyback/cancellations	0		(58)										(58)		Share buyback/cancellations			(478)										(478)
Dividends declared ($0.120 per share)						(196)						0		(196)
Dividends declared ($0.350 per share)																Dividends declared ($0.350 per share)					(561)						(13)		(574)
Options exercised and shares vested	Options exercised and shares vested			(15)						15				0		Options exercised and shares vested			(15)						16				1

Purchase of treasury shares	Purchase of treasury shares									(10)				(10)		Purchase of treasury shares									(11)				(11)

Share-based compensation expense	Share-based compensation expense			6										6		Share-based compensation expense			24										24
Change in non-controlling interest																Change in non-controlling interest			—								5		5
Cumulative adjustment related to the adoption of ASC 842	Cumulative adjustment related to the adoption of ASC 842					58								58		Cumulative adjustment related to the adoption of ASC 842					58								58
Balance as of September 30, 2019		$	16	$	5,941	$	252	$	(773)	$	(11)	$	67	$	5,492
Balance as of March 31, 2020																Balance as of March 31, 2020	$	16	$	5,539	$	254	$	(1,058)	$	(11)	$	63	$	4,803

Balance as of December 31, 2020																Balance as of December 31, 2020	$	16	$	5,412	$	293	$	(884)	$	(45)	$	56	$	4,848
Net income																Net income					267						3		270
Other comprehensive loss																Other comprehensive loss							(15)				(1)		(16)
Share buyback/cancellations																Share buyback/cancellations	(1)		(232)										(233)
Dividends declared ($0.1175 per share)																Dividends declared ($0.1175 per share)					(182)						—		(182)
Options exercised and shares vested																Options exercised and shares vested			(3)						5				2

Share-based compensation expense																Share-based compensation expense			16										16

Balance as of March 31, 2021																Balance as of March 31, 2021	$	15	$	5,193	378		$	(899)	$	(40)	$	58	$	4,705

Balance as of June 30, 2020	Balance as of June 30, 2020	$	16	$	5,480	$	246	$	(1,049)	$	(67)	$	61	$	4,687	Balance as of June 30, 2020	$	16	$	5,480	$	246	$	(1,049)	$	(67)	$	61	$	4,687
Net income (loss)						198						2		200
Other comprehensive income (loss)								30				0		30

Dividends declared ($0.115 per share)						(181)						(7)		(188)
Net income																Net income					684						8		692
Other comprehensive income																Other comprehensive income							150				—		150
Share buyback/cancellations																Share buyback/cancellations	(1)		(307)										(308)
Dividends declared ($0.350 per share)																Dividends declared ($0.350 per share)					(547)						(9)		(556)
Options exercised and shares vested	Options exercised and shares vested			(13)						18				5		Options exercised and shares vested			(16)						27				11

Share-based compensation expense	Share-based compensation expense			14										14		Share-based compensation expense			44										44
Change in non-controlling interest	Change in non-controlling interest											1		1		Change in non-controlling interest			(8)								(2)		(10)
Cumulative adjustment related to the adoption of ASC 326 (1)	Cumulative adjustment related to the adoption of ASC 326 (1)					(5)								(5)		Cumulative adjustment related to the adoption of ASC 326 (1)					(5)								(5)
Balance as of September 30, 2020		$	16	$	5,481	258		$	(1,019)	$	(49)	$	57	$	4,744

Balance as of March 31, 2021																Balance as of March 31, 2021	$	15	$	5,193	$	378	$	(899)	$	(40)	$	58	$	4,705

(1)Refer to Note 2, "New Accounting Guidance" for more information.

See accompanying notes to condensed consolidated financial statements.

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 47,000 people across approximately 230 principal manufacturing 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 only of normal recurring accruals) have been made ~~which~~that are necessary for a fair statement of its interim financial position, results of operations and cash flows. For further information, this Form 10-Q should be read in conjunction with the audited Consolidated Financial Statements and accompanying Notes in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2020. There have been no material changes in the accounting policies followed by the Company during the current fiscal year other than the adoption of a new accounting pronouncement discussed below.

The Company reclassified prior year comparative figures in the condensed consolidated statement of cash flows 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.

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

Note 2 - New Accounting Guidance

Recently Adopted Accounting Standards

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, which is guidance requiring 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 using a loss methodology known as the current expected credit loss methodology ("CECL"). 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 updated guidance impacts 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. The guidance was effective for the Company on July 1, 2020 and was adopted using the modified retrospective approach. ~~The~~As a result, the Company changed its disclosures related to credit losses; refer to Note 9, "Trade Receivables, ~~Net".~~Net."

The cumulative effect of the changes made to ~~our~~the Company's consolidated July 1, 2020 balance sheet related to the adoption of CECL is as follows:


		June 30, 2020		Adjustments Due to Adoption		July 1, 2020
($ in millions)								($ in millions)	June 30, 2020		Adjustments Due to Adoption		July 1, 2020
Trade receivables, net	Trade receivables, net	$	1,616	$	(7)	$	1,609	Trade receivables, net	$	1,616	$	(7)	$	1,609
Deferred tax assets	Deferred tax assets	135		2		137		Deferred tax assets	135		2		137
Retained earnings	Retained earnings	246		(5)		241		Retained earnings	246		(5)		241

Accounting Standards Not Yet Adopted

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~~effects adoption of this guidance will have on the consolidated financial statements and does not expect the adoption will be material to its consolidated financial statements and related ~~disclosures.~~disclosures when adopted on July 1, 2021.

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

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~~its agreements and the ~~adoption of this~~ optional ~~guidance.~~expedients provided by the new standard.

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.

Note 3 - Discontinued Operations

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

The following table summarizes the results of the ~~EC Remedy, classified as~~Company's discontinued ~~operations, from July 1, 2019 until the sale of the EC Remedy on August 8, 2019:~~operations:


		Three Months Ended September 30,					Nine Months Ended March 31,
($ in millions)	($ in millions)	2020		2019		($ in millions)		2021		2020
Net sales	Net sales	$	0	$	16	Net sales		$	0	$	16

Income (loss) from discontinued operations		0		(7)
Loss from discontinued operations						Loss from discontinued operations		0		(7)
Tax expense on discontinued operations	Tax expense on discontinued operations	0		(1)		Tax expense on discontinued operations		0		(1)
Income (loss) from discontinued operations, net of tax		$	0	$	(8)
Loss from discontinued operations, net of tax						Loss from discontinued operations, net of tax		$	0	$	(8)

Note 4 - 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~~approximately $160 million of restructuring and related expenses, net, and ~~$35~~$40 million of general integration expenses. The ~~restructuring and related expenses are comprised~~Company estimates that net cash expenditures including disposal proceeds will be approximately $150 million, of ~~approximately $90~~which $40 million relates to general integration expense. As of March 31, 2021, the Company has incurred $94 million in employee related expenses, ~~$25~~$28 million in fixed asset related expenses, ~~$20~~$19 million in other restructuring and ~~$30~~$22 million in restructuring related ~~expenses.~~expenses, partially offset by a gain on disposal of a business of $52 million. The ~~breakdown~~nine months ended March 31, 2021 resulted in net cash inflows of ~~expenses incurred to date is broadly proportionate to the breakdown by major type of the estimated overall program expenses. The Company estimates that approximately $150~~$26 million, including $78 million of ~~the $200~~business disposal proceeds, offset by $52 million ~~total integration costs will result in~~of cash ~~expenditures,~~outflows, of which ~~$115 million relate to restructuring and related expenditures. Cash payments for the three months ended September 30, 2020 were $18 million, of which $14~~$45 million were payments related to restructuring and related expenditures. Cash payments of approximately ~~$50~~$20 million to ~~$55~~$30 million are expected for the balance of the fiscal year ~~with $40 million to $45 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 substantially 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~~the 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 losses on sale of closed facilities.

2018 Rigid Packaging Restructuring Plan

On August 21, 2018, the Company announced a restructuring plan in Amcor Rigid Packaging ("2018 Rigid Packaging Restructuring Plan") aimed at reducing structural costs and optimizing the footprint. The Plan 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 ~~$110~~$120 million with the main component being the cost to exit manufacturing facilities and employee related costs. The Company estimates that approximately ~~$70~~$75 million of the ~~$110~~$120 million total costs will result in cash expenditures. Cash payments for the ~~three~~nine months ended ~~September 30, 2020~~March 31, 2021 were ~~$10~~$17 million, with ~~approximately~~less than $5 ~~million to $10~~ million expected during the remainder of the fiscal year. The 2018 Rigid Packaging Restructuring Plan is expected to be substantially completed during 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 plans was ~~approximately $9~~a gain of $4 million and 0a charge of $1 million for the three months ended ~~September 30,~~March 31, 2021 and 2020, respectively, and ~~2019,~~charges of $5 million and $2 million for the nine months ended March 31, 2021 and 2020, respectively. The Company's total incurred restructuring charge for Other Restructuring Plans primarily relates to the Flexibles reporting segment.

Consolidated Amcor Restructuring Plans

The total costs incurred from the beginning of the Company's material restructuring plans are as follows:


($ in millions)	($ in millions)	2018 Rigid Packaging Restructuring Plan		2019 Bemis Integration Plan		Other Restructuring Plans		Total Restructuring and Related Expenses (1)		($ 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	Fiscal year 2019 net charges to earnings	$	64	$	48	$	19	$	131	Fiscal year 2019 net charges to earnings	$	64	$	48	$	19	$	131
Fiscal year 2020 net charges to earnings	Fiscal year 2020 net charges to earnings	37		60		18		115		Fiscal year 2020 net charges to earnings	37		60		18		115
Fiscal year 2021 first quarter net charges to earnings	Fiscal year 2021 first quarter net charges to earnings	8		6		9		23		Fiscal year 2021 first quarter net charges to earnings	8		6		9		23

Fiscal year 2021 second quarter net charges to earnings										Fiscal year 2021 second quarter net charges to earnings	2		21		0		23
Fiscal year 2021 third quarter net charges to earnings										Fiscal year 2021 third quarter net charges to earnings	4		(24)		(4)		(24)
Expense incurred to date	Expense incurred to date	$	109	$	115	$	45	$	269	Expense incurred to date	$	115	$	111	$	42	$	268

(1)~~Total~~Total restructuring and related expenses includes restructuring related costs from the 2019 Bemis Integration Plan ofof $2 million, $15 million, $1 million, $4 million and $1$5 million for fiscal year 2019, fiscal year 2020, ~~and~~ first quarter of fiscal year 2021, second quarter of fiscal year 2021 and third quarter of fiscal year 2021, respectively.

An analysis of the restructuring charges by type incurred follows:


	Three Months Ended				Nine Months Ended
($ in millions)	March 31, 2021		March 31, 2020		March 31, 2021		March 31, 2020
Employee costs	$	8	$	9	$	33	$	33
Fixed asset related costs	10		4		13		9
Other costs	5		5		18		13
Gain on sale of business	(52)		0		(52)		0
Total restructuring costs, net	$	(29)	$	18	$	12	$	55

An analysis of the Company's restructuring plan liability is as follows:


($ in millions)	($ in millions)	Employee Costs		Fixed Asset Related Costs		Other Costs		Total Restructuring Costs		($ in millions)	Employee Costs		Fixed Asset Related Costs		Other Costs		Total Restructuring Costs
Liability balance at June 30, 2020	Liability balance at June 30, 2020	$	70	$	3	$	12	$	85	Liability balance at June 30, 2020	$	70	$	3	$	12	$	85
Net charges to earnings	Net charges to earnings	12		1		9		22		Net charges to earnings	33		13		18		64

Cash paid	Cash paid	(15)		(4)		(7)		(26)		Cash paid	(39)		(5)		(27)		(71)

Non-cash and other										Non-cash and other	0		(11)		0		(11)
Foreign currency translation	Foreign currency translation	(2)		0		0		(2)		Foreign currency translation	2		0		(2)		0
Liability balance at September 30, 2020		$	65	$	0	$	14	$	79
Liability balance at March 31, 2021										Liability balance at March 31, 2021	$	66	$	0	$	1	$	67

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

1213

Note 5 - Inventories, Net

Inventories, net are summarized as follows:


($ in millions)	($ in millions)	September 30, 2020		June 30, 2020		($ in millions)	March 31, 2021		June 30, 2020
Raw materials and supplies	Raw materials and supplies	$	807	$	809	Raw materials and supplies	$	818	$	809
Work in process and finished goods	Work in process and finished goods	1,087		1,127		Work in process and finished goods	1,161		1,127
Less: inventory reserves	Less: inventory reserves	(110)		(104)		Less: inventory reserves	(103)		(104)
Total inventories, net	Total inventories, net	$	1,784	$	1,832	Total inventories, net	$	1,876	$	1,832

Note 6 - Goodwill and Other Intangible Assets, Net

Goodwill

Changes in the carrying amount of goodwill attributable to each reportable segment are as follows:

($ in millions) Flexibles Segment Rigid Packaging Segment Total
Balance as of June 30, 2020 $ 4,369 $ 970 $ 5,339
Currency translation 41 2 43
Balance as of September 30, 2020 $ 4,410 $ 972 $ 5,382

~~There is a $4 million accumulated goodwill impairment loss in the Rigid Packaging reportable segment as of September 30, 2020 and June 30, 2020.~~


($ in millions)	Flexibles Segment		Rigid Packaging Segment		Total
Balance as of June 30, 2020	$	4,369	$	970	$	5,339
Disposals	(5)		0		(5)
Currency translation	52		7		59
Balance as of March 31, 2021	$	4,416	$	977	$	5,393

Other Intangible Assets, Net

The components of intangible assets are as follows:


		September 30, 2020							March 31, 2021
($ in millions)	($ in millions)	Gross Carrying Amount		Accumulated Amortization and Impairment		Net Carrying Amount		($ in millions)	Gross Carrying Amount		Accumulated Amortization and Impairment		Net Carrying Amount
Customer relationships	Customer relationships	$	1,963	$	(305)	$	1,658	Customer relationships	$	1,967	$	(362)	$	1,605
Computer software	Computer software	223		(141)		82		Computer software	221		(147)		74
Other (1)	Other (1)	324		(113)		211		Other (1)	325		(130)		195
Balance as of	Balance as of	$	2,509	$	(558)	$	1,951	Balance as of	$	2,513	$	(639)	$	1,874


	June 30, 2020
($ in millions)	Gross Carrying Amount		Accumulated Amortization and Impairment		Net Carrying Amount
Customer relationships	$	1,957	$	(264)	$	1,693
Computer software	218		(131)		87
Other (1)	321		(107)		214
Balance as of	$	2,496	$	(502)	$	1,994

(1)Other includes $16 million for ~~both September 30, 2020~~March 31, 2021 and June 30, 2020, respectively, of acquired intellectual property assets not yet being amortized as the related R&D projects have not yet been ~~completed.~~completed and commercialized.

Amortization expense for intangible assets during the three and nine months ended ~~September 30, 2020 and 2019~~March 31, 2021 were ~~$46~~$44 million and ~~$74~~$134 million, ~~respectively.~~

respectively, and $47 million and $166 million, respectively, for the three and nine months ended March 31, 2020.

1314

Note 7 - 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 ~~September 30, 2020~~March 31, 2021 and June 30, 2020, the carrying value of these financial instruments, excluding long-term debt, approximates fair value because of the short-term nature 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:


		September 30, 2020						June 30, 2020							March 31, 2021						June 30, 2020
		Carrying Value			Fair Value			Carrying Value			Fair Value				Carrying Value			Fair Value			Carrying Value			Fair Value
($ in millions)	($ in millions)		(Level 2)						(Level 2)		($ in millions)					(Level 2)						(Level 2)
Total long-term debt with fixed interest rates (excluding commercial paper and finance leases)	Total long-term debt with fixed interest rates (excluding commercial paper and finance leases)		$	3,527		$	3,779		$	3,599		$	3,793	Total long-term debt with fixed interest rates (excluding commercial paper and finance leases)		$	3,516		$	3,714		$	3,599		$	3,793

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~~tables summarize the fair value of these instruments, which are measured at fair value on a recurring basis, by level, within the fair value hierarchy:


		September 30, 2020									March 31, 2021
($ in millions)	($ in millions)	Level 1		Level 2		Level 3		Total		($ in millions)	Level 1		Level 2		Level 3		Total
Assets	Assets									Assets
Commodity contracts	Commodity contracts	$	0	$	2	$	0	$	2	Commodity contracts	$	0	$	13	$	0	$	13
Forward exchange contracts	Forward exchange contracts	0		6		0		6		Forward exchange contracts	0		13		0		13
Interest rate swaps	Interest rate swaps	0		31		0		31		Interest rate swaps	0		19		0		19

Total assets measured at fair value	Total assets measured at fair value	$	0	$	39	$	0	$	39	Total assets measured at fair value	$	0	$	45	$	0	$	45

Liabilities	Liabilities									Liabilities
Contingent purchase consideration liabilities	Contingent purchase consideration liabilities	$	0	$	0	$	15	$	15	Contingent purchase consideration liabilities	$	0	$	0	$	19	$	19
Commodity contracts		0		3		0		3

Forward exchange contracts	Forward exchange contracts	0		13		0		13		Forward exchange contracts	0		8		0		8
Cross currency interest rate swaps		0		5		0		5

Total liabilities measured at fair value	Total liabilities measured at fair value	$	0	$	20	$	15	$	35	Total liabilities measured at fair value	$	0	$	8	$	19	$	27


	June 30, 2020
($ in millions)	Level 1		Level 2		Level 3		Total
Assets

Forward exchange contracts	$	0	$	8	$	0	$	8
Interest rate swaps	0		32		0		32
Total assets measured at fair value	$	0	$	40	$	0	$	40

Liabilities
Contingent purchase consideration liabilities	$	0	$	0	$	15	$	15
Commodity contracts	0		7		0		7
Forward exchange contracts	0		17		0		17


Total liabilities measured at fair value	$	0	$	24	$	15	$	39

June 30, 2020
($ in millions) Level 1 Level 2 Level 3 Total
Assets
Forward exchange contracts 0 8 0 8
Interest rate swaps 0 32 0 32
Total assets measured at fair value $ 0 $ 40 $ 0 $ 40
Liabilities
Contingent purchase consideration liabilities $ 0 $ 0 $ 15 $ 15
Commodity contracts 0 7 0 7
Forward exchange contracts 0 17 0 17
Total liabilities measured at fair value $ 0 $ 24 $ 15 $ 39

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.

Contingent consideration obligations arise from business acquisitions. The Company's contingent consideration liabilities consist of an $11 million liability that is contingent on future royalty income generated by Discma AG, a subsidiary acquired in March 2017, with the $4$8 million balance relating to consideration for ~~another~~ small business ~~acquisition~~acquisitions where ~~payment is~~payments are contingent on the Company vacating a certain ~~property.~~property or performance criteria. The fair value of the contingent purchase consideration liabilities was determined for each arrangement individually. The fair value was determined using the income approach with significant inputs that are not observable in the market. Key assumptions include the discount rates consistent with the level of risk of achievement and probability adjusted financial projections. The expected outcomes are recorded at net present value, which requires adjustment over the life for changes in risks and probabilities. Changes arising from modifications in ~~forecast~~forecasts related to contingent consideration are expected to be immaterial.

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

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

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring ~~basis as required by U.S. GAAP.~~basis. The Company measures certain assets, including technology intangible assets, equity method and other investments 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 sold its equity method investment in AMVIG Holdings Limited ("AMVIG") on September 30, 2020. Refer to Note ~~16, "Disposals".~~17, "Disposals."

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 future cash flows. During the three and nine months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ there were no triggering events and therefore 0 technology intangible impairment charges recorded.

1516

Note 8 - Derivative Instruments

The Company 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 various interest rate derivative instruments, including, but not limited to, interest rate swaps, cross-currency interest rate swaps, and interest rate locks. For interest rate swaps that are accounted for as fair value hedges, 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~~statements of income under other non-operating income, ~~(loss),~~ net.

At ~~September 30, 2020~~March 31, 2021 and June 30, 2020, the Company had a notional amount of 0 and $100 million cross-currency interest rate swaps ~~outstanding.~~outstanding, respectively. The Company did not designate the swaps as hedging instruments and thus changes in fair value were immediately recognized in earnings.

As of ~~September 30, 2020,~~March 31, 2021, and June 30, 2020, the total notional amount of the Company’s receive-fixed/pay-variable interest rate swaps accounted for as fair value hedges was $852 million and $837 million, respectively.

Foreign Currency Risk

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

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

As of ~~September 30, 2020,~~March 31, 2021, and June 30, 2020, the notional amount of the outstanding forward contracts was ~~$1.3~~$1.1 billion and $1.6 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~~statements 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~~statements of income as part of the profit or loss on disposal.

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 through the use of fixed price swaps. The Company purchases on behalf of customers fixed price commodity 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~~

1617

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~~statements of income when the ~~forecast~~forecasted transaction is realized.

At ~~September 30, 2020~~March 31, 2021 and June 30, 2020, the Company had the following outstanding commodity contracts ~~that were entered into~~ to hedge forecasted purchases:

~~September 30, 2020~~March 31, 2021

June 30, 2020

Commodity

Volume

Aluminum

~~39,569~~29,793 tons

44,944 tons

PET resin

~~21,256,000~~14,813,550 lbs.

26,006,000 lbs.

The following tables provide the location of derivative instruments in the unaudited condensed consolidated balance ~~sheet:~~sheets:


($ in millions)	($ in millions)	Balance Sheet Location	September 30, 2020		June 30, 2020		($ in millions)	Balance Sheet Location	March 31, 2021		June 30, 2020
Assets	Assets						Assets
Derivatives in cash flow hedging relationships:	Derivatives in cash flow hedging relationships:						Derivatives in cash flow hedging relationships:
Commodity contracts	Commodity contracts	Other current assets	$	2	$	0	Commodity contracts	Other current assets	$	13	$	0
Forward exchange contracts	Forward exchange contracts	Other current assets	2		2		Forward exchange contracts	Other current assets	3		2
Derivatives in fair value hedging relationships:							Derivatives in fair value hedging relationships:
Interest rate swaps							Interest rate swaps	Other current assets	4		0
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:						Derivatives not designated as hedging instruments:
Forward exchange contracts	Forward exchange contracts	Other current assets	4		6		Forward exchange contracts	Other current assets	10		6

Total current derivative contracts	Total current derivative contracts		8		8		Total current derivative contracts		30		8
Derivatives in fair value hedging relationships:	Derivatives in fair value hedging relationships:						Derivatives in fair value hedging relationships:
Interest rate swaps	Interest rate swaps	Other non-current assets	31		32		Interest rate swaps	Other non-current assets	15		32

Total non-current derivative contracts	Total non-current derivative contracts		31		32		Total non-current derivative contracts		15		32
Total derivative asset contracts	Total derivative asset contracts		$	39	$	40	Total derivative asset contracts		$	45	$	40

Liabilities	Liabilities						Liabilities
Derivatives in cash flow hedging relationships:	Derivatives in cash flow hedging relationships:						Derivatives in cash flow hedging relationships:
Commodity contracts	Commodity contracts	Other current liabilities	$	3	$	7	Commodity contracts	Other current liabilities	$	0	$	7
Forward exchange contracts	Forward exchange contracts	Other current liabilities	5		3		Forward exchange contracts	Other current liabilities	4		3

Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:						Derivatives not designated as hedging instruments:
Forward exchange contracts	Forward exchange contracts	Other current liabilities	8		14		Forward exchange contracts	Other current liabilities	4		14
Cross currency interest rate swaps		Other current liabilities	5		0

Total current derivative contracts	Total current derivative contracts		20		24		Total current derivative contracts		8		24

Total non-current derivative contracts	Total non-current derivative contracts		0		0		Total non-current derivative contracts		0		0
Total derivative liability contracts	Total derivative liability contracts		$	20	$	24	Total derivative liability contracts		$	8	$	24

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.~~sheets.

1718

The following tables provide the effects of derivative instruments on AOCI and in the unaudited condensed consolidated ~~statement~~statements of income:


		Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)		Gain (Loss) Reclassified from AOCI into Income (Effective Portion)								Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)		Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
			Three Months Ended September 30,										Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Three Months Ended March 31,							Nine Months Ended March 31,
($ in millions)	($ in millions)		2020			2019										Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			2021				2020				2021				2020
Derivatives in cash flow hedging relationships	Derivatives in cash flow hedging relationships
Commodity contracts	Commodity contracts		Cost of sales			$	(3)			$	(2)						Commodity contracts					$	1			$	(1)			$	(3)			$	(4)

Forward exchange contracts															Forward exchange contracts			Net sales			0				0				0				(1)

Treasury locks	Treasury locks	Interest expense		(1)				0							Treasury locks		Interest expense			(1)				0				(2)				0
Total	Total			$	(4)			$	(2)						Total					$	0			$	(1)			$	(5)			$	(5)


		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								Location of Gain (Loss) Recognized in the Unaudited Condensed Consolidated Statements of Income		Gain (Loss) Recognized in Income for Derivatives Not Designated as Hedging Instruments
			Three Months Ended September 30,										Location of Gain (Loss) Recognized in the Unaudited Condensed Consolidated Statements of Income			Three Months Ended March 31,							Nine Months Ended March 31,
($ in millions)	($ in millions)		2020			2019										Location of Gain (Loss) Recognized in the Unaudited Condensed Consolidated Statements of Income			2021				2020				2021				2020
Derivatives not designated as hedging instruments	Derivatives not designated as hedging instruments
Forward exchange contracts	Forward exchange contracts		Other income, net			$	7			$	0						Forward exchange contracts					$	3			$	(4)			$	16			$	(4)
Cross currency interest rate swaps	Cross currency interest rate swaps	Other income, net		(4)				(3)							Cross currency interest rate swaps			Other income, net			0				2				(4)				2
Total	Total			$	3			$	(3)						Total					$	3			$	(2)			$	12			$	(2)


		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								Location of Gain (Loss) Recognized in the Unaudited Condensed Consolidated Statements of Income		Gain (Loss) Recognized in Income for Derivatives in Fair Value Hedging Relationships
			Three Months Ended September 30,										Location of Gain (Loss) Recognized in the Unaudited Condensed Consolidated Statements of Income			Three Months Ended March 31,					Nine Months Ended March 31,
($ in millions)	($ in millions)		2020			2019										Location of Gain (Loss) Recognized in the Unaudited Condensed Consolidated Statements of Income		2021			2020			2021			2020
Derivatives in fair value hedging relationships	Derivatives in fair value hedging relationships
Interest rate swaps	Interest rate swaps		Interest expense			$	(1)			$	0						Interest rate swaps			$	(5)		$	8		$	(14)		$	2
Total	Total			$	(1)			$	0						Total				$	(5)		$	8		$	(14)		$	2

1819

Note 9 - Trade Receivables, Net

Trade receivables, net is summarized as follows:


($ in millions)	($ in millions)	September 30, 2020		June 30, 2020		($ in millions)	March 31, 2021		June 30, 2020
Trade receivables, gross	Trade receivables, gross	$	1,706	$	1,651	Trade receivables, gross	$	1,804	$	1,651
Less: Allowance for doubtful accounts	Less: Allowance for doubtful accounts	(33)		(35)		Less: Allowance for doubtful accounts	(29)		(35)
Trade receivables, net	Trade receivables, net	$	1,673	$	1,616	Trade receivables, net	$	1,775	$	1,616

Allowance for Doubtful Accounts

The changes in allowance for doubtful accounts, including expected credit losses, during the ~~three~~nine months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ were as follows:


		Three Months Ended September 30,					Nine Months Ended March 31,
($ in millions)	($ in millions)	2020		2019		($ in millions)	2021		2020
Balance as of June 30	Balance as of June 30	$	(35)	$	(34)	Balance as of June 30	$	(35)	$	(34)
Impact of adoption of ASU 2016-13 ("CECL") (1)	Impact of adoption of ASU 2016-13 ("CECL") (1)	(7)		—		Impact of adoption of ASU 2016-13 ("CECL") (1)	(7)		—
Recoveries/(charges) to income	Recoveries/(charges) to income	4		(4)		Recoveries/(charges) to income	3		(6)
Write-offs	Write-offs	6		0		Write-offs	10		0
Foreign currency and other	Foreign currency and other	(1)		3		Foreign currency and other	0		3
Balance as of September 30		$	(33)	$	(35)
Balance as of March 31						Balance as of March 31	$	(29)	$	(37)

(1)Refer to Note 2, "New Accounting Guidance" for more information.

The Company determines its allowance for doubtful accounts using a combination of factors, including customer creditworthiness, past transaction history with the customer and changes in customer payment terms or practices. In addition, overall historical collection experience, current economic industry trends and a review of the current status of trade accounts receivable are considered when determining the required allowance for doubtful accounts.

1920

Note 10 - Components of Net Periodic Benefit Cost

Net periodic benefit cost for benefit plans ~~include~~includes the following components:


		Three Months Ended September 30,				Three Months Ended March 31,				Nine Months Ended March 31,
($ in millions)	($ in millions)	2020		2019			($ in millions)	2021		2020		2021		2020
Service cost	Service cost	$	6	$	6		Service cost	$	7	$	7	$	19	$	19
Interest cost	Interest cost	10		12			Interest cost	9		12		29		37
Expected return on plan assets	Expected return on plan assets	(15)		(18)			Expected return on plan assets	(14)		(18)		(44)		(54)
Amortization of net loss		2		2

Amortization of actuarial loss							Amortization of actuarial loss	2		1		6		4
Amortization of prior service credit							Amortization of prior service credit	(1)		0		(1)		(1)

Net periodic benefit cost	Net periodic benefit cost	$	3	$	2		Net periodic benefit cost	$	3	$	2	$	9	$	5

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 11 - ~~Income Taxes~~Debt

On March 30, 2021, the Company amended its three, four and five-year syndicated facility agreements which collectively provide for $3.75 billion of facilities, each dated April 30, 2019. The amendments extend the maturity date of each of the facility agreements by one year. The borrowing commitment amount of each of the facility agreements did not change as a result of the amendments. Among other changes, the amendments added customary LIBOR benchmark replacement language, removed the financial covenant requiring the Company ~~computes its provision for income taxes by applying~~to comply with a minimum net interest expense coverage ratio, increased the ~~estimated annual effective tax rate to year to date income before income taxes~~maximum permitted leverage ratio and ~~equity in income of affiliated companies and adjusts for discrete tax items recorded~~permitted further increases in the ~~period.~~Company's leverage ratio at the Company's election after the consummation of certain qualified transactions by the Company.

Note 12 - Income Taxes

The provision for income taxes for the three and nine months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ is based on ~~our projected~~the Company’s estimated annual effective tax rate for the respective fiscal years before income taxes and equity in income of affiliated companies and 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 nine months ended ~~September 30, 2020 and 2019~~March 31, 2021 is ~~$61~~$71 million and ~~$22~~$187 million, respectively, compared to $56 million and $123 million for the three and nine months ended March 31, 2020, respectively.

The effective tax rate for the ~~three~~nine months ended ~~September 30, 2020 increased~~March 31, 2021, decreased by ~~2.3~~0.2 percentage points compared to the ~~three~~nine months ended ~~September 30, 2019,~~March 31, 2020, from ~~22.9%~~21.9% to ~~25.2%~~21.7%. The increase in the income tax provision and the effective tax rate was primarily related to lower tax benefits on integration and restructuring costs and the increase of operating income earned in higher tax jurisdictions.

2021

Note 1213 - Shareholders' Equity

The changes in ordinary and treasury shares during the ~~three~~nine months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ were as follows:


		Ordinary Shares			Treasury Shares				Ordinary Shares			Treasury Shares
(shares and $ in millions)	(shares and $ in millions)	Number of Shares	Amount		Number of Shares	Amount		(shares and $ in millions)	Number of Shares	Amount		Number of Shares	Amount
Balance as of June 30, 2019	Balance as of June 30, 2019	1,626	$	16	1	$	(16)	Balance as of June 30, 2019	1,626	$	16	1	$	(16)
Share buy-back/cancellations	Share buy-back/cancellations	(6)	0					Share buy-back/cancellations	(52)	0		—	—
Options exercised and shares vested	Options exercised and shares vested				(1)	15		Options exercised and shares vested	—	—		(1)	16

Purchase of treasury shares	Purchase of treasury shares				1	(10)		Purchase of treasury shares	—	—		1	(11)
Balance as of September 30, 2019		1,620	$	16	1	$	(11)
Balance as of March 31, 2020								Balance as of March 31, 2020	1,574	$	16	1	$	(11)

Balance as of June 30, 2020	Balance as of June 30, 2020	1,569	$	16	7	$	(67)	Balance as of June 30, 2020	1,569	$	16	7	$	(67)

Share buy-back/cancellations								Share buy-back/cancellations	(27)	(1)
Options exercised and shares vested	Options exercised and shares vested				(2)	18		Options exercised and shares vested	—	—		(3)	27

Balance as of September 30, 2020		1,569	$	16	5	$	(49)
Balance as of March 31, 2021								Balance as of March 31, 2021	1,542	$	15	4	$	(40)

The changes in the components of accumulated other comprehensive ~~income (loss)~~loss during the ~~three~~nine months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ were as follows:


		Foreign Currency Translation		Net Investment Hedge		Pension		Effective Derivatives		Total Accumulated Other Comprehensive Income (Loss)			Foreign Currency Translation		Net Investment Hedge		Pension		Effective Derivatives		Total Accumulated Other Comprehensive Loss
($ in millions)	($ in millions)	(Net of Tax)		(Net of Tax)		(Net of Tax)		(Net of Tax)				($ in millions)	(Net of Tax)		(Net of Tax)		(Net of Tax)		(Net of Tax)
Balance as of June 30, 2019	Balance as of June 30, 2019	$	(609)	$	(11)	$	(90)	$	(12)	$	(722)	Balance as of June 30, 2019	$	(609)	$	(11)	$	(90)	$	(12)	$	(722)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(60)		(2)		0		(1)		(63)		Other comprehensive income (loss) before reclassifications	(317)		(4)		(1)		(30)		(352)
Amounts reclassified from accumulated other comprehensive income (loss)		9		0		1		2		12
Amounts reclassified from accumulated other comprehensive loss												Amounts reclassified from accumulated other comprehensive loss	9		0		3		4		16
Net current period other comprehensive income (loss)	Net current period other comprehensive income (loss)	(51)		(2)		1		1		(51)		Net current period other comprehensive income (loss)	(308)		(4)		2		(26)		(336)
Balance as of September 30, 2019		$	(660)	$	(13)	$	(88)	$	(12)	$	(773)
Balance as of March 31, 2020												Balance as of March 31, 2020	$	(917)	$	(15)	$	(88)	$	(38)	$	(1,058)

Balance as of June 30, 2020	Balance as of June 30, 2020	$	(896)	$	(14)	$	(106)	$	(34)	$	(1,049)	Balance as of June 30, 2020	$	(896)	$	(14)	$	(106)	$	(34)	$	(1,049)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(1)		0		(1)		1		(1)		Other comprehensive income (loss) before reclassifications	101		0		(1)		15		115
Amounts reclassified from accumulated other comprehensive income (loss)		25		0		3		3		31
Amounts reclassified from accumulated other comprehensive loss												Amounts reclassified from accumulated other comprehensive loss	26		0		5		4		35
Net current period other comprehensive income (loss)	Net current period other comprehensive income (loss)	24		0		2		4		30		Net current period other comprehensive income (loss)	127		0		4		19		150
Balance as of September 30, 2020		$	(872)	$	(14)	$	(104)	$	(30)	$	(1,019)
Balance as of March 31, 2021												Balance as of March 31, 2021	$	(769)	$	(14)	$	(102)	$	(15)	$	(899)

2122

The following tables provide details of amounts reclassified from accumulated other comprehensive ~~income (loss):~~loss:


		Three Months Ended September 30,				Three Months Ended March 31,				Nine Months Ended March 31,
($ in millions)	($ in millions)	2020		2019			($ in millions)	2021		2020		2021		2020
Amortization of pension:	Amortization of pension:						Amortization of pension:
Amortization of prior service credit	Amortization of prior service credit	$	0	$	(1)		Amortization of prior service credit	$	(1)	$	0	$	(1)	$	(1)
Amortization of actuarial loss	Amortization of actuarial loss	2		2			Amortization of actuarial loss	2		1		6		4

Total before tax effect	Total before tax effect	2		1			Total before tax effect	1		1		5		3
Tax benefit on amounts reclassified into earnings	Tax benefit on amounts reclassified into earnings	1		0			Tax benefit on amounts reclassified into earnings	0		0		0		0
Total net of tax	Total net of tax	$	3	$	1		Total net of tax	$	1	$	1	$	5	$	3

(Gains) losses on cash flow hedges:	(Gains) losses on cash flow hedges:						(Gains) losses on cash flow hedges:
Commodity contracts	Commodity contracts	$	3	$	2		Commodity contracts	$	(1)	$	1	$	3	$	4

Forward exchange contracts							Forward exchange contracts	0		0		0		1
Treasury locks	Treasury locks	1		0			Treasury locks	1		0		2		0
Total before tax effect	Total before tax effect	4		2			Total before tax effect	0		1		5		5
Tax benefit on amounts reclassified into earnings	Tax benefit on amounts reclassified into earnings	0		0			Tax benefit on amounts reclassified into earnings	0		0		(1)		(1)
Total net of tax	Total net of tax	$	4	$	2		Total net of tax	$	0	$	1	$	4	$	4

(Gains) losses on foreign currency translation:	(Gains) losses on foreign currency translation:						(Gains) losses on foreign currency translation:
Foreign currency translation adjustment (1)	Foreign currency translation adjustment (1)	$	25	$	9		Foreign currency translation adjustment (1)	$	1	$	0	$	26	$	9
Total before tax effect	Total before tax effect	25		9			Total before tax effect	1		0		26		9
Tax benefit on amounts reclassified into earnings	Tax benefit on amounts reclassified into earnings	0		0			Tax benefit on amounts reclassified into earnings	0		0		0		0
Total net of tax	Total net of tax	$	25	$	9		Total net of tax	$	1	$	0	$	26	$	9

(1) During the ~~three~~nine months ended ~~September 30, 2020,~~March 31, 2021, the Company recorded a gain on disposal of AMVIG and other non-core businesses. Upon completion of the sales, ~~$25~~$26 million of accumulated foreign currency translation was transferred from accumulated other comprehensive income to earnings. Refer to Note ~~16,~~17, "Disposals" for more information on disposals. During the ~~three~~nine months ended ~~September 30, 2019,~~March 31, 2020, the Company recorded a loss on the sale of the EC Remedy of $9 million, which is the result of the reclassification of accumulated foreign currency translation amounts from accumulated other comprehensive ~~income~~loss to earnings. Refer to Note 3, "Discontinued Operations" for more information on the sale of the EC Remedy.

2223

Note 1314 - 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 undistributed corporate expenses including executive and functional compensation costs, equity method investments, intercompany eliminations and other business activities.

The accounting policies of the reportable segments are the same as those in the consolidated financial statements. During the first quarter of fiscal 2021, the Company ~~has~~ revised the presentation of adjusted earnings before interest and tax ("Adjusted EBIT") from continuing operations in the reportable segments to include an allocation of certain research and development and selling, general and administrative expenses that management previously reflected in Other. The Company refines its expense allocation methodologies to the reportable segments periodically as more ~~refined~~relevant information becomes available and to align with industry or market changes. Corporate expenses are allocated to the reportable segments based primarily on direct attribution. Prior periods have been recast to conform to the new cost allocation methodology.

2324

The following table presents information about reportable segments:


		Three Months Ended September 30,				Three Months Ended March 31,				Nine Months Ended March 31,
($ in millions)	($ in millions)	2020		2019			($ in millions)	2021		2020		2021		2020
Sales including intersegment sales	Sales including intersegment sales						Sales including intersegment sales
Flexibles	Flexibles	$	2,400	$	2,431		Flexibles	$	2,500	$	2,434	$	7,350	$	7,280
Rigid Packaging	Rigid Packaging	698		711			Rigid Packaging	707		707		2,059		2,047
Other		0		0

Total sales including intersegment sales	Total sales including intersegment sales	3,098		3,142			Total sales including intersegment sales	3,207		3,141		9,409		9,327

Intersegment sales	Intersegment sales						Intersegment sales
Flexibles	Flexibles	1		1			Flexibles	0		0		2		2
Rigid Packaging	Rigid Packaging	0		0			Rigid Packaging	0		0		0		0
Other		0		0

Total intersegment sales	Total intersegment sales	1		1			Total intersegment sales	0		0		2		2

Net sales	Net sales	$	3,097	$	3,141		Net sales	$	3,207	$	3,141	$	9,407	$	9,325

Adjusted EBIT from continuing operations	Adjusted EBIT from continuing operations						Adjusted EBIT from continuing operations
Flexibles	Flexibles	$	312	$	283		Flexibles	$	352	$	317	$	1,005	$	919
Rigid Packaging	Rigid Packaging	72		69			Rigid Packaging	75		70		209		197
Other	Other	(27)		(17)			Other	(25)		(27)		(70)		(57)
Adjusted EBIT from continuing operations	Adjusted EBIT from continuing operations	358		335			Adjusted EBIT from continuing operations	402		360		1,144		1,059
Less: Material restructuring programs (1)	Less: Material restructuring programs (1)	(14)		(17)			Less: Material restructuring programs (1)	23		(19)		(16)		(60)

Less: Material acquisition costs and other (2)	Less: Material acquisition costs and other (2)	(9)		(84)			Less: Material acquisition costs and other (2)	(4)		(15)		(17)		(116)
Less: Amortization of acquired intangible assets from business combinations (3)	Less: Amortization of acquired intangible assets from business combinations (3)	(41)		(68)			Less: Amortization of acquired intangible assets from business combinations (3)	(40)		(41)		(121)		(150)

Less: Impact of hyperinflation (4)	Less: Impact of hyperinflation (4)	(4)		(15)			Less: Impact of hyperinflation (4)	(7)		(5)		(17)		(23)
Add: Net gain on disposals (5)	Add: Net gain on disposals (5)	9		0			Add: Net gain on disposals (5)	0		0		9		0
EBIT from continuing operations	EBIT from continuing operations	298		151			EBIT from continuing operations	374		280		982		710

Interest income	Interest income	3		7			Interest income	3		5		10		18
Interest expense	Interest expense	(40)		(60)			Interest expense	(36)		(46)		(113)		(158)
Equity in (income) loss of affiliated companies, net of tax		(19)		(2)
Income from continuing operations before income taxes and equity in income (loss) of affiliated companies		$	242	$	96
Equity in income of affiliated companies, net of tax							Equity in income of affiliated companies, net of tax	0		(3)		(19)		(8)
Income from continuing operations before income taxes and equity in income of affiliated companies							Income from continuing operations before income taxes and equity in income of affiliated companies	$	341	$	236	$	860	$	562

(1)Material restructuring programs includes restructuring and related expenses for the 2018 Rigid Packaging Restructuring Plan and the 2019 Bemis Integration Plan for the three and nine months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020. Refer to Note 4, "Restructuring Plans," for more information about the Company's restructuring plans.

(2)Material acquisition costs and other includes Bemis transaction related costs and integration costs not qualifying as exit costs for the ~~three~~nine months ended ~~September 30, 2020.~~March 31, 2021. Material acquisition costs and other for the nine months ended March 31, 2020 includes $58 million amortization of Bemis acquisition related inventory fair value step-up and ~~$26~~$58 million of Bemis transaction related costs and integration costs not qualifying as exit ~~costs for the three months ended September 30, 2019.~~costs.

(3)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 million of sales backlog amortization for the ~~three~~nine months ended ~~September 30, 2019~~March 31, 2020 from the Bemis acquisition.

(4)Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the functional currency was the Argentine Peso.

(5)Net gain on disposals includes the gain realized upon the disposal of AMVIG and the loss upon disposal of other non-core ~~businesses.~~businesses not part of material restructuring programs. Refer to Note ~~16,~~17, "Disposals" for more information about the Company's disposals.

2425

The following tables disaggregates sales, excluding intersegment sales, information by geography in which the Company operates based on manufacturing or selling operation:


Net Sales	Net Sales	Three Months Ended September 30,												Net Sales	Three Months Ended March 31,
		2020						2019							2021						2020
($ in millions)	($ in millions)	Flexibles		Rigid Packaging		Total		Flexibles		Rigid Packaging		Total		($ in millions)	Flexibles		Rigid Packaging		Total		Flexibles		Rigid Packaging		Total
North America	North America	$	900	$	587	$	1,486	$	908	$	585	$	1,493	North America	$	933	$	575	$	1,508	$	924	$	577	$	1,501
Latin America	Latin America	227		111		338		263		126		389		Latin America	222		132		354		232		130		362
Europe	Europe	894		0		894		886		0		886		Europe	953		0		953		928		0		928
Asia Pacific	Asia Pacific	378		0		378		374		0		374		Asia Pacific	392		0		392		350		0		350
Net sales	Net sales	$	2,399	$	698	$	3,097	$	2,430	$	711	$	3,141	Net sales	$	2,500	$	707	$	3,207	$	2,434	$	707	$	3,141

Net Sales														Net Sales	Nine Months Ended March 31,
															2021						2020
($ in millions)														($ in millions)	Flexibles		Rigid Packaging		Total		Flexibles		Rigid Packaging		Total
North America														North America	$	2,727	$	1,685	$	4,412	$	2,710	$	1,646	$	4,356
Latin America														Latin America	668		374		1,042		744		401		1,145
Europe														Europe	2,785		0		2,785		2,718		0		2,718
Asia Pacific														Asia Pacific	1,168		0		1,168		1,106		0		1,106
Net sales														Net sales	$	7,348	$	2,059	$	9,407	$	7,278	$	2,047	$	9,325

2526

Note 1415 - 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 September 30,
(in millions, except per share amounts) 2020 2019
Numerator
Net income attributable to Amcor plc $ 198 $ 66
Distributed and undistributed earnings attributable to shares to be repurchased 0 0
Net income available to ordinary shareholders of Amcor plc—basic and diluted $ 198 $ 66
Net income available to ordinary shareholders of Amcor plc from continuing operations—basic and diluted $ 198 $ 74
Net income available to ordinary shareholders of Amcor plc from discontinued operations—basic and diluted $ 0 $ (8)
Denominator
Weighted-average ordinary shares outstanding 1,562.5 1,623.5
Weighted-average ordinary shares to be repurchased by Amcor plc (2.0) (0.3)
Weighted-average ordinary shares outstanding for EPS—basic 1,560.5 1,623.2
Effect of dilutive shares 4.8 2.9
Weighted-average ordinary shares outstanding for EPS—diluted 1,565.3 1,626.1
Per ordinary share income
Income from continuing operations $ 0.127 $ 0.045
Income from discontinued operations 0 (0.005)
Basic earnings per ordinary share $ 0.127 $ 0.041
Income from continuing operations $ 0.126 $ 0.045
Income from discontinued operations 0 (0.005)
Diluted earnings per ordinary share $ 0.126 $ 0.041


	Three Months Ended March 31,				Nine Months Ended March 31,
(in millions, except per share amounts)	2021		2020		2021		2020
Numerator
Net income attributable to Amcor plc	$	267	$	181	$	684	$	433
Distributed and undistributed earnings attributable to shares to be repurchased	0		0		(1)		0
Net income available to ordinary shareholders of Amcor plc—basic and diluted	$	267	$	181	$	683	$	433
Net income available to ordinary shareholders of Amcor plc from continuing operations—basic and diluted	$	267	$	181	$	683	$	441
Net income available to ordinary shareholders of Amcor plc from discontinued operations—basic and diluted	$	0	$	0	$	0	$	(8)

Denominator
Weighted-average ordinary shares outstanding	1,550.8		1,594.7		1,558.4		1,610.7
Weighted-average ordinary shares to be repurchased by Amcor plc	(2.0)		(1.0)		(2.0)		(1.0)
Weighted-average ordinary shares outstanding for EPS—basic	1,548.8		1,593.7		1,556.4		1,609.7
Effect of dilutive shares	1.5		1.0		5.4		1.5
Weighted-average ordinary shares outstanding for EPS—diluted	1,550.3		1,594.7		1,561.8		1,611.2

Per ordinary share income
Income from continuing operations	$	0.173	$	0.114	$	0.439	$	0.274
Income from discontinued operations	0		0		0		(0.005)
Basic earnings per ordinary share	$	0.173	$	0.114	$	0.439	$	0.269

Income from continuing operations	$	0.173	$	0.114	$	0.438	$	0.273
Income from discontinued operations	0		0		0		(0.005)
Diluted earnings per ordinary share	$	0.173	$	0.114	$	0.438	$	0.269

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 nine months ended ~~September 30, 2020 and 2019~~March 31, 2021, represented an aggregate of ~~22.8~~1.8 million and ~~17.3~~8.2 million shares, respectively. The excluded share options for the three and nine months ended March 31, 2020, represented an aggregate of 53.6 million and 31.4 million shares, respectively.

2627

Note 1516 - Contingencies and Legal Proceedings

Contingencies - Brazil

The Company's operations in Brazil are involved in various governmental assessments and litigation, principally related to claims for excise and income taxes. The Company ~~will~~ vigorously ~~defend~~defends its positions and believes it will prevail on most, if not all, of these matters. The Company does not believe that the ultimate resolution of these matters will materially impact the Company's consolidated results of operations, financial position or cash flows. Under customary local regulations, the Company's Brazilian subsidiaries may need to post cash or other collateral if a challenge to any administrative assessment proceeds to the Brazilian court system; however, the level of cash or collateral already pledged or potentially required to be pledged would not significantly impact the Company's ~~liquidity.~~liquidity. At ~~both September 30, 2020~~March 31, 2021 and June 30, 2020, the Company has recorded ~~an accrual~~accruals of $11 million and $12 million, respectively, included in other non-current liabilities in the unaudited condensed consolidated balance ~~sheet,~~sheets, and has estimated a reasonably possible loss exposure in excess of the accrual of $18 ~~million.~~million at March 31, 2021 and June 30, 2020, respectively. The litigation process is subject to many uncertainties and the outcome of individual matters cannot be accurately predicted. The Company ~~routinely~~routinely assesses these matters as to probability of ultimately incurring a liability and records the best estimate of the ultimate loss in situations where the likelihood of an ultimate loss is probable. The Company's assessments are based on its knowledge and experience, but the ultimate outcome of any of these matters may differ from the Company's estimates.

As of ~~September 30, 2020,~~March 31, 2021, Amcor has provided letters of credit of ~~$33~~$32 million, judicial insurance of $1 million, and deposited cash of $10 million with the courts to continue to defend the cases.

Contingencies - Environmental Matters

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

In addition to the matters described above, the Company has also recorded aggregate accruals of ~~$46~~$50 million for potential liabilities for remediation obligations at various worldwide locations that are owned or operated by the Company, or were formerly owned or operated.

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

~~Legal Proceedings~~

NaN lawsuits brought by purported holders of Bemis stock against Bemis and Bemis directors and officers are pending in federal court in the U.S. District Court for the Southern District of New York, in which plaintiffs are seeking damages for alleged violations of the Securities Exchange Act of 1934, as amended, and U.S. Securities and Exchange Commission rules and regulations. Plaintiffs allege a failure to adequately disclose 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.~~Other Matters

~~The~~In the normal course of business, the Company ~~intends~~is subject to ~~defend~~legal proceedings, lawsuits and other claims. While the ~~claims made~~potential financial impact with respect to these ordinary course matters is subject to many factors and uncertainties, management believes that any financial impact to the Company from these matters, individually and in the ~~pending actions. It is too early for~~aggregate, would not have a material adverse effect on the ~~Company to provide any reliable assessment of the likely quantum of any damages that may become payable if its defense is unsuccessful in whole~~Company's financial position or ~~in part. Although it is not possible at present to establish a reliable assessment of damages, there can be no assurance that any damages that may be awarded will not be material to the~~ results of ~~operations or financial condition of the Company.~~operation.

Note 1617 - Disposals

During the ~~three~~nine months ended ~~September 30, 2020, the~~March 31, 2021, the Company disposed of an equity method investment and other non-core businesses. The Company completed the sale of the equity method investment in AMVIG on September 30, 2020, realizing a net gain of $15 million, which was recorded in the line equity in income ~~(loss)~~ of affiliated companies, net of tax. The Company also completed the disposal of 2 non-core businesses in India and Argentina in the Flexibles segment during the first quarter of fiscal 2021, recording a loss on sale of $6 million, which was primarily driven by the reclassification of cumulative translation adjustments through the income statements that had previously been recorded in other comprehensive income. During the three and nine months ended March 31, 2021, as part of optimizing its portfolio under the Bemis Integration restructuring plan, the Company completed the disposal of a non-core European hospital supplies business which is part of the Flexibles reporting segment. The resulting gain from the sale has been recorded in the line restructuring and related expenses, net. Refer to Note 4, "Restructuring Plans."

Note 1718 - Subsequent Events

On ~~November 5, 2020,~~May 4, 2021, the Company's Board of Directors declared a quarterly cash dividend of $0.1175 per share to be paid on ~~December~~June 15, ~~2020~~2021 to shareholders of record as of ~~November 24, 2020.~~May 26, 2021. Amcor has received a waiver from the Australian Securities Exchange ("ASX") settlement operating rules, which will allow Amcor to defer processing conversions between ordinary share and CHESS Depositary Instrument ("CDI") registers from ~~November 23, 2020~~May 25, 2021 to ~~November 24, 2020,~~May 26, 2021, inclusive.

On November 5, 2020, the Company's Board of Directors approved a $150 million buyback of ordinary shares and Chess Depositary Instruments ("CDIs"). Pursuant to this program, purchases of the Company's ordinary shares and CDIs will be made subject to market conditions and at prevailing market prices, through open market purchases. The Company expects to complete the share buyback by the end of fiscal year 2021; however, the timing, volume and nature of repurchases may be amended, suspended or discontinued at any time.

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

Management’s Discussion and Analysis ("M,D&A") should be read in conjunction with the Financial Statements and Notes to Condensed Consolidated Financial Statements. Throughout the M,D&A, amounts and percentages may not recalculate due to rounding.

Summary of Financial Results


		Three Months Ended September 30,								Three Months Ended March 31,						Nine Months Ended March 31,
($ in millions)	($ in millions)	2020				2019					($ in millions)	2021		2020				2021				2020
Net sales	Net sales	$	3,097	100.0	%	$	3,141	100.0	%				Net sales	$	3,207	100.0	%	$	3,141	100.0	%	$	9,407	100.0	%	$	9,325	100.0	%
Cost of Sales		(2,443)		(78.9	%)	(2,594)		(82.6	%)
Cost of sales													Cost of sales	(2,525)		(78.7	%)	(2,489)		(79.2	%)	(7,420)		(78.9	%)	(7,509)		(80.5	%)

Gross profit	Gross profit	654		21.1	%	547		17.4	%				Gross profit	682		21.3	%	652		20.8	%	1,987		21.1	%	1,816		19.5	%

Operating expenses:	Operating expenses:												Operating expenses:
Selling, general, and administrative expenses		(329)		(10.6	%)	(371)		(11.8	%)
Selling, general and administrative expenses													Selling, general and administrative expenses	(325)		(10.1��	%)	(354)		(11.3	%)	(962)		(10.2	%)	(1,034)		(11.1	%)
Research and development expenses	Research and development expenses	(26)		(0.8	%)	(26)		(0.8	%)				Research and development expenses	(25)		(0.8	%)	(25)		(0.8	%)	(74)		(0.8	%)	(74)		(0.8	%)
Restructuring and related expenses		(23)		(0.7	%)	(18)		(0.6	%)
Restructuring and related expenses, net													Restructuring and related expenses, net	24		0.7	%	(20)		(0.6	%)	(22)		(0.2	%)	(62)		(0.7	%)
Other income, net	Other income, net	—		—	%	9		0.3	%				Other income, net	17		0.5	%	18		0.6	%	27		0.3	%	38		0.4	%

Operating income	Operating income	276		8.9	%	141		4.5	%				Operating income	373		11.6	%	271		8.6	%	956		10.2	%	684		7.3	%

Interest income	Interest income	3		0.1	%	7		0.2	%				Interest income	3		0.1	%	5		0.2	%	10		0.1	%	18		0.2	%
Interest expense	Interest expense	(40)		(1.3	%)	(60)		(1.9	%)				Interest expense	(36)		(1.1	%)	(46)		(1.5	%)	(113)		(1.2	%)	(158)		(1.7	%)
Other non-operating income (loss), net		3		0.1	%	8		0.3	%
Other non-operating income, net													Other non-operating income, net	1		—	%	6		0.2	%	7		0.1	%	18		0.2	%

Income from continuing operations before income taxes and equity in income (loss) of affiliated companies		242		7.8	%	96		3.1	%
Income from continuing operations before income taxes and equity in income of affiliated companies													Income from continuing operations before income taxes and equity in income of affiliated companies	341		10.6	%	236		7.5	%	860		9.1	%	562		6.0	%

Income tax expense	Income tax expense	(61)		(2.0	%)	(22)		(0.7	%)				Income tax expense	(71)		(2.2	%)	(56)		(1.8	%)	(187)		(2.0	%)	(123)		(1.3	%)
Equity in income (loss) of affiliated companies		19		0.6	%	2		0.1	%
Equity in income of affiliated companies, net of tax													Equity in income of affiliated companies, net of tax	—		—		3		0.1	%	19		0.2	%	8		0.1	%

Income from continuing operations	Income from continuing operations	200		6.5	%	76		2.4	%				Income from continuing operations	270		8.4	%	183		5.8	%	692		7.4	%	447		4.8	%

Income (loss) from discontinued operations		—		—	%	(8)		(0.3	%)
Loss from discontinued operations, net of tax													Loss from discontinued operations, net of tax	—		—		—		—		—		—		(8)		(0.1	%)

Net income	Net income	$	200	6.5	%	$	68	2.2	%				Net income	$	270	8.4	%	$	183	5.8	%	$	692	7.4	%	$	439	4.7	%

Net (income) loss attributable to non-controlling interests		(2)		(0.1	%)	(2)		(0.1	%)
Net income attributable to non-controlling interests													Net income attributable to non-controlling interests	(3)		(0.1	%)	(2)		(0.1	%)	(8)		(0.1	%)	(6)		(0.1	%)

Net income attributable to Amcor plc	Net income attributable to Amcor plc	$	198	6.4	%	$	66	2.1	%				Net income attributable to Amcor plc	$	267	8.3	%	$	181	5.8	%	$	684	7.3	%	$	433	4.6	%

2930

Overview

Amcor is a global packaging company with total sales of approximately $12.5 billion in fiscal year 2020. We employ approximately 47,000 people across approximately 230 principal manufacturing 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 2020, 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 resulted in a period of ~~unprecedented~~historic uncertainty and ~~challenge.~~challenges with the extent and severity of the pandemic continuing to vary among the various regions in which we operate. 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 continue 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 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 on consumer mobility and the ~~nature and~~ pace of macroeconomic recovery in key global economies. Our priorities during the COVID-19 pandemic continue to be protecting the health and safety of our employees and effectively managing our operations and supply chains to meet the needs of our customers.

~~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 While we have experienced ~~minimal~~isolated disruptions to our operations to date, ~~as we~~our manufacturing facilities have largely been deemed as providing essential ~~services.~~services and continue to supply our customers. We also have not experienced any material disruptions in our supply chain to date as a result of COVID-19. However, we have experienced continued volatility in customer order patterns and could continue to experience significant volatility in the demand for our products in the future. Our facilities have largely been exempt from government mandated closure orders. While governmental measures may be modified, we expect that our facilities 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.

During the third fiscal quarter of 2021, there were significant winter storms across the southern United States and other global factors which resulted in supply disruptions of certain resins and raw materials and increased price volatility of certain raw materials across many of the regions in which we operate for both of our reportable segments. We ~~have~~were able to work closely with our suppliers and customers, leveraging our global capabilities and expertise to work through supply and other resulting issues and the impact on our third quarter fiscal 2021 results was not ~~experienced any significant disruptions in our supply chain~~material. While we expect to ~~date and~~ continue to ~~monitor the risk of customer,~~be able to successfully navigate through any supply disruptions and raw material price volatility during the fourth fiscal quarter of 2021, future weather events and other ~~supply chain disruptions.~~factors, including disruption of transportation systems for our products, are inherently uncertain and could have an adverse impact on our operating results.

2019 Bemis Integration Plan

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~~approximately $160 million of restructuring and related expenses, net, and ~~$35~~$40 million of general integration expenses. The ~~restructuring and related expenses are comprised~~Company estimates that net cash expenditures including disposal proceeds will be approximately $150 million, of ~~approximately $90~~which $40 million relates to general integration expense. As of March 31, 2021, the Company has incurred $94 million in employee related expenses, ~~$25~~$28 million in fixed asset related expenses, ~~$20~~$19 million in other restructuring and ~~$30~~$22 million in restructuring related ~~expenses.~~expenses, partially offset by a gain on disposal of a business of $52 million. The ~~Company estimates that approximately $150~~nine months ended March 31, 2021, resulted in net cash inflows of $26 million, including $78 million of ~~the $200~~business disposal proceeds, offset by $52 million ~~total integration costs will result in~~of cash ~~expenditures,~~outflows, of which ~~$115 million relate to restructuring and related expenditures. Cash payments for the three months ended September 30, 2020 were $18 million, of which $14~~$45 million were payments related to restructuring and related expenditures. Cash payments of approximately ~~$50~~$20 million to ~~$55~~$30 million are expected for the balance of the fiscal year ~~with $40 million to $45 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 substantially 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

For more information about our restructuring plans, refer to Note 4, "Restructuring Plans" of "Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements".

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 ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ resulted in a negative impact of $4$7 million and ~~$15~~$5 million, respectively, and $17 million and $23 million in the nine months ended March 31, 2021 and 2020, respectively, in foreign currency transaction losses that was reflected on the unaudited condensed consolidated ~~statement~~statements of income.

3132

Results of Operations - Three Months Ended ~~September 30, 2020~~March 31, 2021

Consolidated Results of Operations


		Three Months Ended September 30,							Three Months Ended March 31,
($ in millions, except per share data)	($ in millions, except per share data)	2020			2019			($ in millions, except per share data)	2021			2020
Net sales	Net sales	$	3,097		$	3,141		Net sales	$	3,207		$	3,141
Operating income	Operating income	276			141			Operating income	373			271
Operating profit as a percentage of net sales	Operating profit as a percentage of net sales	8.9		%	4.5		%	Operating profit as a percentage of net sales	11.6		%	8.6		%

Net income attributable to Amcor plc	Net income attributable to Amcor plc	$	198		$	66		Net income attributable to Amcor plc	$	267		$	181
Diluted Earnings Per Share	Diluted Earnings Per Share	$	0.126		$	0.041		Diluted Earnings Per Share	$	0.173		$	0.114

Net sales ~~decreased $44~~increased $66 million, or approximately 1%2%, to ~~$3,097~~$3,207 million for the three months ended ~~September 30, 2020,~~March 31, 2021, from $3,141 million for the three months ended ~~September 30, 2019.~~March 31, 2020. Excluding ~~negative~~the impact of disposed operations of $19 million, or (0.6%), positive currency impacts of ~~$23~~$62 million, or ~~(0.7%),~~ 2.0% and pass-through of ~~lower~~ raw material costs of ~~$83~~$16 million, or ~~(2.6%) and sales from divestitures of $12 million, or (0.4%)~~0.5%, the increase in net sales for the three months ended ~~September 30, 2020~~March 31, 2021 was ~~$74~~$7 million or ~~2.3%~~0.2%, driven by favorable price mix of 0.6% and unfavorable volumes of ~~2.0% and favorable price/mix of 0.3%~~(0.4%).

Net income attributable to Amcor plc increased ~~$132~~$86 million, or ~~199%~~48%, to ~~$198~~$267 million for the three months ended ~~September 30, 2020,~~March 31, 2021, from ~~$66~~$181 million for the three months ended ~~September 30, 2019~~March 31, 2020 mainly as a result of gross profit ~~increases driven by sales~~margin improvement, Bemis acquisition related synergies and ~~related transaction~~lower restructuring costs and ~~integration cost impacts and~~reduced interest expense, partially offset by associated ~~synergy projects.~~tax charges.

Diluted earnings per share increased to ~~$0.126~~$0.173 for the three months ended ~~September 30, 2020,~~March 31, 2021, from ~~$0.041~~$0.114 for the three months ended ~~September 30, 2019,~~March 31, 2020, with the net income attributable to ordinary shareholders of Amcor plc increasing by ~~199%~~48% and the diluted weighted average number of shares outstanding decreasing 4%3% for the three months ended ~~September 30, 2020~~March 31, 2021 compared to the three months ended ~~September 30, 2019.~~March 31, 2020. The decrease in the diluted weighted average number of shares outstanding was due to ~~the prior year $500 million~~repurchase of shares under announced share ~~buyback.~~buyback programs.

Segment Results of Operations

During the first quarter of fiscal 2021, management has revised the presentation of adjusted earnings before interest and tax ("Adjusted EBIT") from continuing operations in the reportable segments to include an allocation of certain research and development and selling, general and administrative expenses that management previously reflected in Other. Prior periods have been recast to conform to the new cost allocation methodology. For further discussion, refer to Note ~~13,~~14, "Segments."

Flexibles Segment

Our Flexibles reporting segment develops and supplies flexible packaging globally.


		Three Months Ended September 30,							Three Months Ended March 31,
($ in millions)	($ in millions)	2020			2019			($ in millions)	2021			2020
Net sales including intersegment sales	Net sales including intersegment sales	$	2,400		$	2,431		Net sales including intersegment sales	$	2,500		$	2,434
Adjusted EBIT from continuing operations	Adjusted EBIT from continuing operations	312			283			Adjusted EBIT from continuing operations	352			317
Adjusted EBIT from continuing operations as a percentage of net sales	Adjusted EBIT from continuing operations as a percentage of net sales	13.0		%	11.6		%	Adjusted EBIT from continuing operations as a percentage of net sales	14.1		%	13.0		%

Net sales including intersegment sales ~~decreased $31~~increased $66 million, or 1%2.7%, to ~~$2,400~~$2,500 million for the three months ended ~~September 30, 2020,~~March 31, 2021, from ~~$2,431~~$2,434 million for the three months ended ~~September 30, 2019.~~March 31, 2020. Excluding ~~negative~~the impact of disposed operations of $19 million, or (0.8%), positive currency impacts of $7$70 million, or ~~(0.3%)~~2.9%, and pass-through of ~~lower~~ raw material costs of ~~$31~~$23 million, or ~~(1.3%)~~1.0%, ~~and sales from divestitures of $12 million, or (0.5%)~~ the ~~increase~~decrease in net sales including intersegment sales for the three months ended ~~September 30, 2020~~March 31, 2021, was ~~$19~~$9 million, or ~~0.8%~~(0.4%), driven by favorable ~~volumes of 1.5% and unfavorable~~ price/mix of ~~(0.7%~~0.4% and unfavorable volumes of (0.8%).

Adjusted EBIT increased ~~$30~~$35 million, or ~~11%~~11.1%, to ~~$312~~$352 million for the three months ended ~~September 30, 2020,~~March 31, 2021, from ~~$283~~$317 million for the three months ended ~~September 30, 2019.~~March 31, 2020. Excluding ~~negative~~the impact of disposed operations of $1 million, or (0.2%), positive currency impacts of $2$8 million, or ~~(0.8%)~~2.4%, the increase in Adjusted EBIT for the three months ended ~~September 30, 2020~~March 31, 2021, was ~~$32~~$28 million, or ~~11.4%~~8.9%, driven by plant cost improvements of ~~9.6%~~10.5%, ~~favorable volumes of 3.3%, and~~ favorable selling, general and administrative ("SG&A") and other cost impacts of ~~2.0%~~4.4%, partially offset by unfavorable price/mix of ~~(3.5%~~(4.7%), and unfavorable volumes of (1.3%).

3233

Rigid Packaging Segment

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


		Three Months Ended September 30,							Three Months Ended March 31,
($ in millions)	($ in millions)	2020			2019			($ in millions)	2021			2020
Net sales including intersegment sales	Net sales including intersegment sales	$	698		$	711		Net sales including intersegment sales	$	707		$	707
Adjusted EBIT from continuing operations	Adjusted EBIT from continuing operations	72			69			Adjusted EBIT from continuing operations	75			70
Adjusted EBIT from continuing operations as a percentage of net sales	Adjusted EBIT from continuing operations as a percentage of net sales	10.3		%	9.7		%	Adjusted EBIT from continuing operations as a percentage of net sales	10.6		%	9.9		%

Net sales including intersegment sales ~~decreased $13 million, or 2%, to $698~~were stable at $707 million for the three months ended ~~September 30, 2020, from $711 million for~~March 31, 2021, when compared with the three months ended ~~September 30, 2019.~~March 31, 2020. Excluding negative currency impacts of ~~$16~~$8 million, or ~~(2.3%~~(1.3%) and pass-through of ~~lower~~ raw material costs of ~~$51~~$7 million, or ~~(7.2%~~(0.9%), the increase in net sales including intersegment sales for the three months ended ~~September 30, 2020~~March 31, 2021 was ~~$55~~$15 million, or ~~7.7%~~2.2%, driven by favorable volumes of ~~3.8%~~1.2%, and favorable price/mix of ~~3.9% including pricing to recover cost inflation in Latin America.~~1.0%.

Adjusted EBIT increased $3$5 million, or 4%6.7%, to ~~$72~~$75 million for the three months ended ~~September 30, 2020,~~March 31, 2021, from ~~$69~~$70 million for the three months ended ~~September 30, 2019.~~March 31, 2020. Excluding negative currency impacts of $2$1 million, or ~~(2.9%~~(1.4%), the increase in Adjusted EBIT for the three months ended ~~September 30, 2020~~March 31, 2021 was $5$6 million, or ~~7.2%~~8.3%, driven by favorable volumes of ~~5.6%~~1.8%, favorable price/mix of ~~5.9%~~7.8%, favorable plant costs of 2.6%, and ~~favorable~~unfavorable SG&A and other costs of ~~0.9%, partially offset by inventory drawdown impacts of (7.8%~~(3.9%).

Consolidated Gross Profit


		Three Months Ended September 30,							Three Months Ended March 31,
($ in millions)	($ in millions)	2020			2019			($ in millions)	2021			2020
Gross profit	Gross profit	$	654		$	547		Gross profit	$	682		$	652
Gross profit as a percentage of net sales	Gross profit as a percentage of net sales	21		%	17		%	Gross profit as a percentage of net sales	21		%	21		%

Gross profit increased by ~~$107~~$30 million, or ~~20%~~4.6%, to ~~$654~~$682 million for the three months ended ~~September 30, 2020,~~March 31, 2021, from ~~$547~~$652 million for the three months ended ~~September 30, 2019.~~March 31, 2020. The increase was primarily driven by growth in sales volume in the Rigid Packaging reporting segment and the favorable impact of Bemis related synergies and other cost improvements.

Consolidated Selling, General and Administrative Expense


	Three Months Ended March 31,
($ in millions)	2021			2020
SG&A expenses	$	(325)		$	(354)
SG&A expenses as a percentage of net sales	(10.1		%)	(11.3		%)

SG&A expenses decreased by $29 million, or 8.2%, to $325 million for the three months ended March 31, 2021, from $354 million for the three months ended March 31, 2020. The decrease was primarily due to delivery of synergies associated with the Bemis acquisition and other savings initiatives.

Consolidated Restructuring and Related Expenses, Net


	Three Months Ended March 31,
($ in millions)	2021			2020
Restructuring and related expenses, net	$	24		$	(20)
Restructuring and related expenses, net, as a percentage of net sales	0.7		%	(0.6		%)

Restructuring and related expenses, net, decreased by $44 million to an income of $24 million for the three months ended March 31, 2021, from a net expense of $20 million for the three months ended March 31, 2020. The decrease was primarily driven by the gain on disposal of a non-core European hospital supplies business of $52 million.

Consolidated Interest Expense


	Three Months Ended March 31,
($ in millions)	2021			2020
Interest expense	$	(36)		$	(46)
Interest expense as a percentage of net sales	(1		%)	(1		%)

Interest expense decreased by $10 million to $36 million for the three months ended March 31, 2021, from $46 million for the three months ended March 31, 2020, mainly driven by use of commercial paper and lower floating interest rates and repayment of higher cost debt and term loans.

Results of Operations - Nine Months Ended March 31, 2021

Consolidated Results of Operations


	Nine Months Ended March 31,
($ in millions)	2021			2020
Net sales	$	9,407		$	9,325
Operating income	$	956		$	684
Operating profit as a percentage of net sales	10.2		%	7.3		%

Net income attributable to Amcor plc	$	684		$	433
Diluted Earnings Per Share	$	0.438		$	0.269

Net sales increased $82 million, or 0.9%, to $9,407 million for the nine months ended March 31, 2021, from $9,325 million for the nine months ended March 31, 2020. Excluding the impact of disposed operations of $44 million, or (0.5%), positive currency impacts of $51 million, or 0.5%, and pass-through of raw material cost of $112 million, or (1.2%), the increase in net sales for the nine months ended March 31, 2021 was $187 million, or 2.0%, driven by favorable volumes of 1.8% and favorable price/mix of 0.2%.

Net income attributable to Amcor plc increased $251 million, or 58%, to $684 million for the nine months ended March 31, 2021, from $433 million for the nine months ended March 31, 2020 mainly as a result of gross profit increases driven by sales improvement, Bemis acquisition related synergies and lower transaction costs, and reduced interest expense, partially offset by associated tax charges.

Diluted earnings per share increased to $0.438 for the nine months ended March 31, 2021, from $0.269 for the nine months ended March 31, 2020, with the net income attributable to ordinary shareholders of Amcor plc increasing by 58% and the diluted weighted average number of shares outstanding decreasing 3.1% for the nine months ended March 31, 2021 compared to the nine months ended March 31, 2020. The decrease in the diluted weighted average number of shares outstanding was due to repurchase of shares under announced share buyback programs.

Segment Results of Operations

Flexibles Segment

Our Flexibles reporting segment develops and supplies flexible packaging globally.


	Nine Months Ended March 31,
($ in millions)	2021			2020
Net sales including intersegment sales	$	7,350		$	7,280
Adjusted EBIT from continuing operations	$	1,005		$	919
Adjusted EBIT from continuing operations as a percentage of net sales	13.7		%	12.6		%

Net sales including intersegment sales increased $70 million, or 1.0%, to $7,350 million for the nine months ended March 31, 2021, from $7,280 million for the nine months ended March 31, 2020. Excluding the impact of disposed operations of $44 million, or (0.6%), positive currency impacts of $90 million, or 1.2%, pass-through of raw material cost of $14 million, or (0.2%), the increase in net sales for the nine months ended March 31, 2021 was $38 million, or 0.5%, driven by favorable volumes of 1.1% and unfavorable price/mix of (0.6%).

Adjusted earnings before interest and tax from continuing operations ("Adjusted EBIT") increased $86 million, or 9.4%, to $1,005 million for the nine months ended March 31, 2021, from $919 million for the nine months ended March 31, 2020. Excluding the impact of disposed operations of $1 million, or (0.1%), positive currency impacts of $6 million, or 0.7%, the increase in Adjusted EBIT for the nine months ended March 31, 2021 was $80 million, or 8.7%, driven by plant cost improvements of 9.5%, SG&A and other cost improvements of 2.6%, favorable volumes of 1.9%, partially offset by unfavorable price/mix of (5.3%).

Rigid Packaging Segment

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


	Nine Months Ended March 31,
($ in millions)	2021			2020
Net sales including intersegment sales	$	2,059		$	2,047
Adjusted EBIT from continuing operations	$	209		$	197
Adjusted EBIT from continuing operations as a percentage of net sales	10.1		%	9.6		%

Net sales including intersegment sales increased $12 million, or 0.6%, to $2,059 million for the nine months ended March 31, 2021, from $2,047 million for the nine months ended March 31, 2020. Excluding negative currency impacts of $39 million, or (1.9%) and pass-through of raw material costs of $98 million, or (4.8%), the increase in net sales including intersegment sales for the nine months ended March 31, 2021 was $149 million, or 7.3%, driven by favorable volume of 4.1% and favorable price/mix of 3.2%.

Adjusted EBIT increased $12 million, or 5.9%, to $209 million for the nine months ended March 31, 2021, from $197 million for the nine months ended March 31, 2020. Excluding negative currency impacts of $6 million, or (3.3%), the increase in Adjusted EBIT for the nine months ended March 31, 2021 was $18 million, or 9.4%, driven primarily by favorable volumes of 6.4%, favorable price/mix of 7.7%, partially offset by unfavorable plant costs of (1.8%) and unfavorable SG&A and other costs of (2.8%).

Consolidated Gross Profit


	Nine Months Ended March 31,
($ in millions)	2021			2020
Gross profit	$	1,987		$	1,816
Gross profit as a percentage of net sales	21.1		%	19.5		%

Gross profit increased by $171 million, or 9.4%, to $1,987 million for the nine months ended March 31, 2021, from $1,816 million for the nine months ended March 31, 2020. The increase was primarily driven by growth in sales volume in the Flexibles and Rigid Packaging reporting segments and athe non-recurrence of ~~an inventory fair value adjustment~~$52 million of ~~$58 million in~~amortization of purchase price accounting adjustments for the ~~prior period.~~nine months ended March 31, 2020.

Consolidated Selling, General and Administrative Expense


		Three Months Ended September 30,							Nine Months Ended March 31,
($ in millions)	($ in millions)	2020			2019			($ in millions)	2021			2020
SG&A expenses	SG&A expenses	$	(329)		$	(371)		SG&A expenses	$	(962)		$	(1,034)
SG&A expenses as a percentage of net sales	SG&A expenses as a percentage of net sales	(11		%)	(12		%)	SG&A expenses as a percentage of net sales	(10.2		%)	(11.1		%)

SG&A expenses decreased by ~~$42~~$72 million, or ~~11%~~7.0%, to ~~$329~~$962 million for the ~~three~~nine months ended ~~September 30, 2020,~~March 31, 2021, from ~~$371~~$1,034 million for the ~~three~~nine months ended ~~September 30, 2019.~~March 31, 2020. The decrease was primarily due to one-off amortization of acquired customer backlog in the nine months ended March 31, 2020, together with impact of ~~synergy projects~~synergies and ~~reduced integration and related expenses compared with the prior period.~~other savings.

Consolidated ~~Research~~Restructuring and ~~Development ("R&D") Expense~~Related Expenses, Net

Three Months Ended September 30,
($ in millions) 2020 2019
R&D expenses $ (26) $ (26)
R&D expenses as a percentage of net sales (1 %) (1 %)


	Nine Months Ended March 31,
($ in millions)	2021			2020
Restructuring and related expenses, net	$	(22)		$	(62)
Restructuring and related expenses, net, as a percentage of net sales	(0.2		%)	(0.7		%)

~~R&D costs~~Restructuring and related expenses, net, decreased $0by $40 million, or 64.5%, to $22 million for the ~~three~~nine months ended ~~September 30, 2020,~~March 31, 2021, from ~~$26~~$62 million for the ~~three~~nine months ended ~~September 30, 2019.~~March 31, 2020. The decrease was primarily driven by a gain on disposal of a non-core European hospital supplies business of $52 million.

3337

~~Consolidated Restructuring and Related Expense~~

Three Months Ended September 30,
($ in millions) 2020 2019
Restructuring and related expenses $ (23) $ (18)
Restructuring and related expenses as a percentage of net sales (1 %) (1 %)

Restructuring and related expense increased by $5 million to $23 million for the three months ended September 30, 2020, from $18 million for the three months ended September 30, 2019. The increase was primarily driven by a restructuring initiative relating to a plant closure in the Flexibles reporting segment.

Consolidated Other Income, Net


		Three Months Ended September 30,							Nine Months Ended March 31,
($ in millions)	($ in millions)	2020			2019			($ in millions)	2021			2020
Other income, net	Other income, net	$	—		$	9		Other income, net	$	27		$	38
Other income, net, as a percentage of net sales	Other income, net, as a percentage of net sales	—		%	0.3		%	Other income, net, as a percentage of net sales	0.3		%	0.4		%

Other income, net decreased by $9$11 million, or 28.9%, to $0$27 million for the ~~three~~nine months ended ~~September 30,~~March 31, 2021, from $38 million for the nine months ended March 31, 2020, mainly driven by ~~the~~a loss on disposal of two non-core businesses.

Consolidated Interest Income


		Three Months Ended September 30,							Nine Months Ended March 31,
($ in millions)	($ in millions)	2020			2019			($ in millions)	2021			2020
Interest income	Interest income	$	3		$	7		Interest income	$	10		$	18
Interest income as a percentage of net sales	Interest income as a percentage of net sales	0.1		%	0.2		%	Interest income as a percentage of net sales	0.1		%	0.2		%

Interest income decreased by $4$8 million, or 44.4%, to $3$10 million for the ~~three~~nine months ended ~~September 30, 2020,~~March 31, 2021, from $7$18 million for the ~~three~~nine months ended ~~September 30, 2019 due to~~March 31, 2020, mainly driven by overall decreases in market interest ~~rate decreases across cash balances compared to prior period.~~rates.

Consolidated Interest Expense


		Three Months Ended September 30,							Nine Months Ended March 31,
($ in millions)	($ in millions)	2020			2019			($ in millions)	2021			2020
Interest expense	Interest expense	$	(40)		$	(60)		Interest expense	$	(113)		$	(158)
Interest expense as a percentage of net sales	Interest expense as a percentage of net sales	(1		%)	(2		%)	Interest expense as a percentage of net sales	(1.2		%)	(1.7		%)

Interest expense decreased by ~~$20~~$45 million or 28.5%, to ~~$40~~$113 million for the ~~three~~nine months ended ~~September 30, 2020,~~March 31, 2021, from ~~$60~~$158 million for the ~~three~~nine months ended ~~September 30, 2019,~~March 31, 2020 mainly driven by ~~repayment~~use of ~~longer maturity syndicated and term loans with replacement by~~ commercial paper and lower ~~rate~~floating interest rates and repayment of higher cost debt ~~together with decreases in rates.~~and term loans.

Consolidated Other Non-Operating Income, ~~(Loss),~~ Net

Three Months Ended September 30,
($ in millions) 2020 2019
Other non-operating income (loss), net $ 3 $ 8
Other non-operating income (loss), net, as a percentage of net sales 0.1 % 0.3 %


	Nine Months Ended March 31,
($ in millions)	2021			2020
Other non-operating income, net	$	7		$	18
Other non-operating income, net, as a percentage of net sales	0.1		%	0.2		%

Other non-operating income, ~~(loss),~~ net decreased by $5$11 million to a $3$7 million gain for the ~~three~~nine months ended ~~September 30, 2020,~~March 31, 2021, from a $8$18 million gain for the ~~three~~nine months ended ~~September 30, 2019, primarily due to defined benefit pension expense changes compared to prior period, including~~March 31, 2020, mainly driven by lower expected return on ~~asset assumptions.~~Pension assets partially offset by lower pension interest.

Consolidated Income Tax Expense

Three Months Ended September 30,
($ in millions) 2020 2019
Income tax expense (61) (22)
Effective income tax rate 25.2 % 22.9 %

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


	Nine Months Ended March 31,
($ in millions)	2021			2020
Income tax expense	$	(187)		$	(123)
Effective income tax rate	21.7		%	21.9		%

The effective tax rate for the ~~three~~nine months ended ~~September 30, 2020 increased~~March 31, 2021 decreased by ~~2.3~~0.2 percentage points compared to the ~~three~~nine months ended ~~September 30, 2019,~~March 31, 2020, from ~~22.9%~~21.9% to ~~25.2%~~21.7%. The increase in the income tax provision and the effective tax rate was primarily related to lower tax benefits on integration and restructuring costs and the increase of operating income earned in higher tax jurisdictions.

Equity in Income ~~(Loss)~~ of Affiliated Companies, Net of Tax


		Three Months Ended September 30,			Nine Months Ended March 31,
($ in millions)	($ in millions)	2020	2019	($ in millions)	2021	2020
Equity in income (loss) of affiliated companies, net of tax		19	2
Equity in income of affiliated companies, net of tax				Equity in income of affiliated companies, net of tax	19	8

Equity in income ~~(loss)~~ of affiliated companies, net of tax increased by ~~$17~~$11 million for the ~~three~~nine months ended ~~September 30, 2020~~March 31, 2021 due to the sale of the equity ~~method~~ investment in AMVIG on September 30, 2020. For further information, refer to Note ~~16,~~17, "Disposals."

3539

Presentation of Non-GAAP Information

This Quarterly Report on Form 10-Q refers to non-GAAP financial measures: adjusted earnings before interest and taxes ("Adjusted EBIT") from continuing operations, adjusted net income from continuing operations, and net debt. These non-GAAP financial measures adjust for factors that are unusual or unpredictable. These measures exclude the impact of significant tax reform, 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, 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 nine months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ is as follows:


		Three Months Ended September 30,				Three Months Ended March 31,				Nine Months Ended March 31,
($ in millions)	($ in millions)	2020		2019			($ in millions)	2021		2020		2021		2020
Net income attributable to Amcor plc, as reported	Net income attributable to Amcor plc, as reported	$	198	$	66		Net income attributable to Amcor plc, as reported	$	267	$	181	$	684	$	433
Add: Net income (loss) attributable to non-controlling interests		2		2
Less: (Income) loss from discontinued operations, net of tax		—		8
Add: Net income attributable to non-controlling interests							Add: Net income attributable to non-controlling interests	3		2		8		6
Add: Loss from discontinued operations, net of tax							Add: Loss from discontinued operations, net of tax	—		—		—		8
Income from continuing operations	Income from continuing operations	200		76			Income from continuing operations	270		183		692		447
Add: Income tax expense	Add: Income tax expense	61		22			Add: Income tax expense	71		56		187		123
Add: Interest expense	Add: Interest expense	40		60			Add: Interest expense	36		46		113		158
Less: Interest income	Less: Interest income	(3)		(7)			Less: Interest income	(3)		(5)		(10)		(18)
EBIT from continuing operations	EBIT from continuing operations	298		151			EBIT from continuing operations	374		280		982		710
Add: Material restructuring programs (1)	Add: Material restructuring programs (1)	14		17			Add: Material restructuring programs (1)	(23)		19		16		60
Add: Material acquisition costs and other (2)	Add: Material acquisition costs and other (2)	9		84			Add: Material acquisition costs and other (2)	4		15		17		116
Add: Amortization of acquired intangible assets from business combinations (3)	Add: Amortization of acquired intangible assets from business combinations (3)	41		68			Add: Amortization of acquired intangible assets from business combinations (3)	40		41		121		150
Add: Impact of hyperinflation (4)	Add: Impact of hyperinflation (4)	4		15			Add: Impact of hyperinflation (4)	7		5		17		23
Less: Net gain on disposals (5)	Less: Net gain on disposals (5)	(9)		—			Less: Net gain on disposals (5)	—		—		(9)		—
Adjusted EBIT from continuing operations	Adjusted EBIT from continuing operations	$	358	$	335		Adjusted EBIT from continuing operations	$	402	$	360	$	1,144	$	1,059
Less: Income tax expense	Less: Income tax expense	(61)		(22)			Less: Income tax expense	(71)		(56)		(187)		(123)
Add: Adjustments to income tax expense (6)		(10)		(40)
Less: Adjustments to income tax expense (6)							Less: Adjustments to income tax expense (6)	(12)		(16)		(41)		(71)
Less: Interest expense	Less: Interest expense	(40)		(60)			Less: Interest expense	(36)		(46)		(113)		(158)
Add: Interest income	Add: Interest income	3		7			Add: Interest income	3		5		10		18
Less: Net (income) loss attributable to non-controlling interests		(2)		(2)
Less: Net income attributable to non-controlling interests							Less: Net income attributable to non-controlling interests	(3)		(2)		(8)		(6)
Adjusted net income from continuing operations	Adjusted net income from continuing operations	$	247	$	218		Adjusted net income from continuing operations	$	283	$	245	$	805	$	719

(2)Material acquisition costs and other includes Bemis transaction related costs and integration costs not qualifying as exit costs for the three and nine months ended ~~September 30,~~March 31, 2021 and 2020. Material acquisition costs and other for the nine months ended March 31, 2020 includes $58 million amortization of Bemis acquisition related inventory fair value step-up and ~~$26~~$58 million of Bemis transaction related costs and integration costs not qualifying as exit ~~costs for the three months ended September 30, 2019.~~costs.

(4)Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the functional currency was the Argentine Peso.

(6)Net tax impact on items (1) through (5) above.

3641

Reconciliation of Net Debt

A reconciliation of total debt to net debt at ~~September 30, 2020~~March 31, 2021 and June 30, 2020 is as follows:


($ in millions)	($ in millions)	September 30, 2020		June 30, 2020		($ in millions)	March 31, 2021		June 30, 2020
Current portion of long-term debt	Current portion of long-term debt	$	13	$	11	Current portion of long-term debt	$	13	$	11
Short-term debt	Short-term debt	225		195		Short-term debt	94		195
Long-term debt, less current portion	Long-term debt, less current portion	6,361		6,028		Long-term debt, less current portion	6,497		6,028
Total debt	Total debt	6,599		6,235		Total debt	6,604		6,235
Less cash and cash equivalents	Less cash and cash equivalents	757		743		Less cash and cash equivalents	690		743
Net debt	Net debt	$	5,842	$	5,492	Net debt	$	5,914	$	5,492

Supplemental Guarantor Information

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

•4.500% Guaranteed Senior Notes due 2021 of ~~Bemis Company,~~Amcor Flexibles North America, Inc.

•3.100% Guaranteed Senior Notes due 2026 of ~~Bemis Company,~~Amcor Flexibles North America, Inc.

•2.630% Guaranteed Senior Notes due 2030 of ~~Bemis Company,~~Amcor Flexibles North America, Inc.

•3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc.

•4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc.

•1.125% Guaranteed Senior Notes due 2027 of Amcor UK Finance plc

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

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

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

3742

Basis of Preparation

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

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

Statement of Income for Obligor Group


($ in millions)	~~Three~~Nine Months Ended ~~September 30, 2020~~March 31, 2021
Net sales - external	$	~~234~~698
Net sales - to subsidiaries outside the Obligor Group	24
Total net sales	~~236~~702

Gross profit	45136

Income from continuing operations (1)	~~(26)~~665

Income (loss) from discontinued operations, net of tax	—

Net income	$	~~(26)~~665

Net (income) loss attributable to non-controlling interests	—

Net income attributable to Obligor Group	$	~~(26)~~665

(1)Includes ~~$110~~$724 million net income from subsidiaries outside the Obligor Group mainly made up of intercompany dividend and interest income.

Balance ~~Sheet~~Sheets for Obligor Group


(in millions)	(in millions)	September 30, 2020		June 30, 2020		(in millions)	March 31, 2021		June 30, 2020
Assets	Assets					Assets
Current assets - external	Current assets - external	$	667	$	899	Current assets - external	$	512	$	899
Current assets - due from subsidiaries outside the Obligor Group	Current assets - due from subsidiaries outside the Obligor Group	70		136		Current assets - due from subsidiaries outside the Obligor Group	68		136
Total current assets	Total current assets	737		1,035		Total current assets	580		1,035
Non-current assets - external	Non-current assets - external	993		1,002		Non-current assets - external	362		1,002
Non-current assets - due from subsidiaries outside the Obligor Group	Non-current assets - due from subsidiaries outside the Obligor Group	12,740		12,405		Non-current assets - due from subsidiaries outside the Obligor Group	13,039		12,405
Total non-current assets	Total non-current assets	13,733		13,407		Total non-current assets	13,401		13,407
Total assets	Total assets	$	14,470	$	14,443	Total assets	$	13,981	$	14,442
Liabilities	Liabilities					Liabilities
Current liabilities - external	Current liabilities - external	$	1,433	$	1,647	Current liabilities - external	$	1,092	$	1,647
Current liabilities - due from subsidiaries outside the Obligor Group	Current liabilities - due from subsidiaries outside the Obligor Group	16		36		Current liabilities - due from subsidiaries outside the Obligor Group	14		36
Total current liabilities	Total current liabilities	1,449		1,683		Total current liabilities	1,106		1,683
Non-current liabilities - external	Non-current liabilities - external	6,408		6,074		Non-current liabilities - external	6,928		6,074
Non-current liabilities - due from subsidiaries outside the Obligor Group	Non-current liabilities - due from subsidiaries outside the Obligor Group	11,331		11,201		Non-current liabilities - due from subsidiaries outside the Obligor Group	11,205		11,201
Total non-current liabilities	Total non-current liabilities	17,739		17,274		Total non-current liabilities	18,133		17,275
Total liabilities	Total liabilities	$	19,188	$	18,957	Total liabilities	$	19,239	$	18,958

3843

New Accounting Pronouncements

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

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. 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 our Annual Report on Form 10-K for the year ended June 30, 2020.

3944

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.

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, including dividends, into the foreseeable future.

During the ~~first quarter of fiscal~~nine months ended March 31, 2021, the company repaid €100 million Euro Private Placement Notes on September 1, 2020.

Despite the existing market uncertainties and volatilities stemming from the COVID-19 pandemic, 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 and access to the commercial paper market back stopped by our bank facilities, will continue to provide sufficient liquidity to fund our operations, capital expenditures and other commitments, including dividends and purchases of our ordinary shares and CHESS Depositary Instruments under authorized share repurchase programs, into the foreseeable future.

Overview

Three Months Ended September 30,
($ in millions) 2020 2019 Change
1Q 2021 vs. 1Q 2020
Cash flow from operating activities $ (110) $ (89) $ (21)
Cash flow from investing activities 27 284 (257)
Cash flow from financing activities 76 (306) 382


	Nine Months Ended March 31,
($ in millions)	2021		2020		Change
Net cash provided by operating activities	$	617	$	470	$	147
Net cash (used in) provided by investing activities	(115)		117		(232)
Net cash used in financing activities	(601)		(590)		(11)

Cash Flow Overview

Net Cash ~~Flow from~~Provided by Operating Activities

Net cash ~~outflows used in~~provided by operating activities increased by ~~$21~~$147 million, or ~~23%~~31%, to ~~$110~~$617 million for the ~~three~~nine months ended ~~September 30, 2020,~~March 31, 2021, from ~~$89~~$470 million for the ~~three~~nine months ended ~~September 30, 2019.~~March 31, 2020. The increase was mainly driven by inflows from increased net income, partially offset by working capital outflows.

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

Net cash ~~inflows provided by~~flow from investing activities decreased by ~~$257~~$232 million, or ~~91%~~198%, to ~~$27~~$115 million outflow for the ~~three~~nine months ended ~~September 30, 2020,~~March 31, 2021, from a ~~$284~~$117 million inflow for the ~~three~~nine months ended ~~September 30, 2019.~~March 31, 2020. This decrease was primarily due to higher disposal proceeds in the prior period mainly from the EC Remedy related to the Bemis acquisition.

Net Cash ~~Flow from~~Used in Financing Activities

Net cash ~~flows~~outflow from financing ~~activities~~activities increased ~~by $382~~by $11 million to ~~$76~~$601 million for the ~~three~~nine months ended ~~September 30, 2020,~~March 31, 2021, from a ~~$306~~$590 million outflow for the ~~three~~nine months ended ~~September 30, 2019.~~March 31, 2020. This increase was primarily due to higher cash net debt ~~repayments~~drawdowns in the prior period, partially offset by ~~dividend~~lower share buy back payments in the current period.

Net Debt

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

Short-term debt consists of bank debt with a duration of less than 12 months and bank overdrafts which are classified as current due to the short-term nature of the borrowings, except where we have the ability and intent to refinance and as such extend the debt beyond 12 months. The current portion of the long-term debt, 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 ~~September 30, 2020,~~March 31, 2021, we were in compliance with all applicable covenants under our bank debt facilities and U.S. private placement debt.

Our net debt as of ~~September 30, 2020~~March 31, 2021 and June 30, 2020 ~~was $5.8~~was $5.9 billion ~~and~~and $5.5 billion, respectively.

Available Financing

As of ~~September 30, 2020,~~March 31, 2021, we had undrawn credit facilities available in the ~~amount~~amount of ~~$1.4 billion. Our~~$1.2 billion. Our senior facilities are available to fund working capital, growth capital expenditures and refinancing obligations and are provided to us by four separate bank syndicates.

During the quarter ending March 31, 2021, we extended $3.75 billion in aggregate amount of our 3-, 4-, and 5-year revolving credit facilities via a one-year extension option to April 2023, 2024, and 2025, respectively. In addition to extending maturities, we also amended credit terms of the revolving facilities, which among other changes, modified the debt covenant basis. The amendments removed the financial covenant requiring compliance with a minimum net interest expense coverage ratio, increased maximum permitted leverage ratio and permit further increases at our election after we would consummate certain qualified transactions.

As of ~~September 30, 2020,~~March 31, 2021, the revolving senior bank debt facilities had an aggregate limit of ~~$4.2~~$4.1 billion, of which ~~$2.8~~$2.9 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 2022 and ~~2024.~~2025.

Dividend Payments

~~During~~We declared and paid a $0.1150 cash dividend per ordinary share during the ~~three months~~first fiscal quarter which ended September 30, 2020, ~~we declared and paid~~ a ~~$0.115~~$0.1175 cash dividend per ordinary ~~share.~~share during the second fiscal quarter which ended December 31, 2020, and a $0.1175 cash dividend per ordinary share during the third fiscal quarter which ended March 31, 2021.

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 November 5, 2020, the Company's Board of Directors approved a $150 million buyback of ordinary shares and Chess Depositary Instruments ("CDIs"). Additionally, on February 2, 2021, the Company's Board of Directors approved an additional $200 million buyback of ordinary shares and CDIs in the next twelve months. During the nine months ended March 31, 2021, we repurchased approximately $308 million of ordinary shares and CDIs in the aggregate, including transaction costs, or 26.7 million shares. The shares repurchased as part of the program were canceled upon repurchase. During the nine months ended March 31, 2020, we repurchased approximately $478 million of ordinary shares and CDIs in the aggregate, which value includes transaction costs, or 51.5 million shares.

We had cash outflows of zeroand ~~$10~~$11 million for the purchase of our shares in the open market during the ~~three~~nine months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively, as treasury shares to satisfy the vesting and exercises of share-based compensation awards. As of ~~September 30, 2020,~~March 31, 2021, and June 30, 2020, we held treasury shares at cost of ~~$49~~$40 million and $67 million, representing ~~4.9~~4.0 million and 6.7 million shares, respectively.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our market risk during the three and nine months ended ~~September 30, 2020.~~March 31, 2021. For additional information, refer to Note 7, "Fair Value Measurements," and Note 8, "Derivative Instruments," to the notes to our unaudited condensed consolidated financial statements and to "Item 7A. - Quantitative and Qualitative Disclosures About Market Risk" of our Annual Report on Form 10-K for the year ended June 30, 2020.

4147

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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 ~~September 30, 2020.~~March 31, 2021. 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. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation conducted, our Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were not effective as of ~~September 30, 2020,~~March 31, 2021, due to the existence of a material weakness in our internal control over financial reporting that was identified in our prospectus filed with the SEC on March 25, 2019 and is still being remediated, as described below.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement in our annual or interim financial statements will not be prevented or detected on a timely basis.

As previously disclosed, we identified a material weakness arising from deficiencies in the design and operating effectiveness of internal controls over the period end reporting process. Specifically, we did not design and maintain effective controls to verify that conflicting duties were appropriately segregated within key IT systems used in the preparation and reporting of financial information. This control deficiency did not result in a misstatement of our consolidated financial statements. However, the control deficiency could have resulted in misstatements of our interim or annual consolidated financial statements and disclosures that may have not been prevented or detected on a timely basis.

Remediation Efforts to Address Material Weakness

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

a)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 ~~first~~third fiscal quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

4248

Part II - Other Information

Item 1. Legal Proceedings

The material set forth in Note ~~15,~~16, "Contingencies and Legal Proceedings," in "Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements" is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes from the risk factors contained in "Item 1A. - Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended June 30, 2020.

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

Share Repurchases

~~During~~Share repurchase activity during the three months ended ~~September 30,~~March 31, 2021 was as follows (in USD millions, except number of shares, which are reflected in thousands, and per share amounts, which are expressed in USD):


Period	Total Number of Shares Purchased	Average Price Paid Per Share (2)		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)
January 1 - 31, 2021	—	$	—	—	$	75
February 1 - 28, 2021	8,689	11.41		8,689	176
March 1 - 31, 2021	11,496	11.57		11,496	43
Total	20,185	$	11.50	20,185

(1) On November 5, 2020, our Board of Directors approved a buyback program of $150 million of ordinary shares and CHESS Depositary Instruments ("CDIs") during the ~~Company did not repurchase~~following twelve months. In addition, on February 2, 2021, our Board of Directors approved an additional $200 million buyback of ordinary shares and CDIs during the following twelve months. The timing, volume and nature of share repurchases may be amended, suspended or discontinued at any ~~shares.~~ time.

(2) Average price paid per shares excludes costs associated with the repurchase.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

4349

Item 6. Exhibits

The documents in the accompanying Exhibits Index are filed, furnished or incorporated by reference as part of this Quarterly Report on Form 10-Q, and such Exhibits Index is incorporated herein by reference.


Exhibit	Exhibit		Description	Form of Filing	Exhibit		Description
22	22		Subsidiary Guarantors and Issuers of Guaranteed Securities	Filed Herewith	22		Subsidiary Guarantors and Issuers of Guaranteed Securities
31	31	.1	Chief Executive Officer Certification required by Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.	Filed Herewith	31	.1	Chief Executive Officer Certification required by Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31	31	.2	Chief Financial Officer Certification required by Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.	Filed Herewith	31	.2	Chief Financial Officer Certification required by Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32	32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002.	Furnished Herewith	32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002.
101	101	.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.	Filed Electronically	101	.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.
101	101	.SCH	Inline XBRL Taxonomy Extension Schema Document.	Filed Electronically	101	.SCH	Inline XBRL Taxonomy Extension Schema Document.
101	101	.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.	Filed Electronically	101	.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101	101	.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.	Filed Electronically	101	.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101	101	.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.	Filed Electronically	101	.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101	101	.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.	Filed Electronically	101	.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).	Filed Electronically	104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

4450

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


Date	~~November~~May 6, ~~2020~~2021	By	/s/ Michael Casamento
			Michael Casamento, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date	~~November~~May 6, ~~2020~~2021	By	/s/ Julie Sorrells
			Julie Sorrells, Vice President and Corporate Controller (Principal Accounting Officer)

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