8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT<br>Pursuant to Section 13 or 15(d)<br>of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2020

AMCOR PLC
(Exact name of registrant as specified in its charter)
Jersey	001-38932	98-1455367
---	---	---
(State or other jurisdiction <br>of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
83 Tower Road North
---	---
Warmley, Bristol
United Kingdom	BS30 8XP
(Address of principal executive offices)	(Zip Code)

+44 117 9753200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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	The New York Stock Exchange
1.125% Guaranteed Senior Notes Due 2027	AUKF/27	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐	Emerging growth company

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 18, 2020, Amcor plc (the “Company”) issued a press release regarding results for the fiscal year ended 2020. The press release is furnished as Exhibit 99.1 hereto. The Company is also furnishing an investor presentation relating to its fiscal year ended 2020 (the “Presentation”), which will be used by management for presentations to investors and others. A copy of the Presentation is attached hereto as Exhibit 99.2 and incorporated into this Item 2.02 by reference. The Presentation is also available on the Company’s website at https://www.amcor.com/investors. The Company is not including the information contained on its website as part of, or incorporating it by reference into, this Current Report on Form 8-K.

The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of August 12, 2020, the Board of Directors of the Company appointed Julie Sorrells, the Company’s current Director of Financial Reporting, as principal accounting officer, with the title VP & Corporate Controller. Ms. Sorrells, 55, has served as Director of Financial Reporting of the Company since the closing of the transaction with Bemis Company in June 2019. Prior to that and during Ms. Sorrells 29 year tenure at Bemis she served as the Assistant Controller and in various other financial roles within the company including in operating business units and corporate positions. Ms. Sorrells will not receive any material increase in compensation or benefits as a result of the appointment and her compensatory arrangements are consisted with her scope of responsibility and other similarly situated executives of the Company.

Item 9.01. Financial Statements and Exhibits.

Exhibit Index

Exhibit No.	Description
99.1	Fiscal Year Ended 2020, Earnings Press Release
99.2	Fiscal Year Ended 2020, Earnings Investor Presentation

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K (including the Exhibits hereto) contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Company has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “estimate,” “potential,” “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 the Company, 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 the Company 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 results to differ from expectations include, but are not limited to, those discussed in the Company’s disclosures to the Australian Securities Exchange (“ASX”), including the “2019 Principal Risks” section of the Company’s Annual Report 2019; and other risks and uncertainties discussed in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2019 and subsequent filings on Form 8-K and Form 10-Q. Forward looking statements included herein are made only as of the date hereof and the Company does not undertake any obligation to update any forward-looking statements, or any other information in this Current Report on Form 8-K, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent. All forward-looking statements in this Current Report on Form 8-K are qualified in their entirety by this cautionary statement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AMCOR PLC
Date	August 18, 2020	/s/ Damien Clayton
		Name:	Damien Clayton
		Title:	Company Secretary

Document

Exhibit 99.1

August 18, 2020 US and Australia

Amcor reports fiscal 2020 full year results and provides outlook for fiscal 2021

Fiscal 2020 Full Year Highlights

•GAAP net income of $612 million and earnings per share (EPS) of 38.2 cents per share;

•Adjusted EBIT of $1,497 million, up 7% in constant currency terms;

•Adjusted EPS of 64.2 cents per share, up 13% in constant currency terms;

•Bemis integration well ahead of original expectations. Pre-tax synergy benefits of $80 million delivered;

•Adjusted free cash flow of $1.2 billion, up 26%;

•Annual dividend increased to 46.0 cents per share, including 11.5 cents per share dividend declared today;

•$500 million share buy-back completed. Shares on issue reduced by 3.5% during the year; and

•Fiscal 2021 outlook: constant currency adjusted EPS growth of 5-10%. Adjusted free cash flow of $1.0-$1.1 billion.

Strong FY 2020 results in a milestone year
Amcor’s CEO Mr. Ron Delia said: "2020 has been a milestone financial year for Amcor during which we delivered outstanding financial results ahead of the upgraded guidance provided in May. Profit and Cash Flow were significantly higher than last year and supported continued capital investment, an increase in our dividend and the repurchase of 3.5% of shares outstanding. Despite managing through significant change and complexity, our business continued to demonstrate financial and operational resilience and the execution of our teams was outstanding."
"Benefits from the transformational acquisition of Bemis were increasingly evident through the year. We made excellent progress in this first year of integration, with cost synergies almost 30% higher than original expectations and performance across the combined flexibles packaging business building momentum. We expect that momentum to continue to build as we leverage the broader geographic diversification, increased scale and unique capabilities that result from the acquisition."
"As we look forward, Amcor remains well positioned to continue delivering consistently strong shareholder returns. For fiscal 2021, we expect free cash flow of over $1 billion and EPS growth of 5-10% driven by continued organic growth from our defensive consumer end markets, additional cost synergies and a lower share count resulting from shares already repurchased. We remain focused on protecting our co-workers, meeting the needs of our customers and continuing to develop responsible packaging which is even better for the environment. While uncertainties remain, we are confident in the resilience and potential of the business to help meet the growing need for product safety, hygiene, shelf life and convenience."

Key Financials^(1)^

GAAP results			2020 $ million
Net sales			12,468
Net income			612
EPS (diluted US cents)			38.2
	Twelve Months Ended June 30,		Reported ∆%	Constant Currency ∆%
Adjusted non-GAAP results	Adjusted Pro Forma 2019 <br>$ million	2020 million
Net sales	12,972	12,468	(1.8)
EBITDA	1,879	1,913	4.0
EBIT	1,433	1,497	6.7
Net income	947	1,028	11.0
EPS (diluted US cents)	58.2	64.2	12.9
Free cash flow (before dividends)	970	1,220

All values are in US Dollars.

(1) GAAP results for the twelve months ended June 30, 2019, reflects a full twelve months of the legacy Amcor business, plus the Bemis business results from June 11 to June 30, 2019. Adjusted non-GAAP results exclude items which management considers as not representative of ongoing operations. Non-GAAP adjusted pro forma results for the prior period are presented as if the Company's acquisition of Bemis had been consummated as of July 1, 2018 and also exclude items which management considers not representative of ongoing operations. See "Presentation of Prior Year Financial Information" for more information. In addition, reconciliations of these non-GAAP measures to their most comparable GAAP measures, including pro forma measures prepared in accordance with SEC Regulation S-X Article 11, are included in the "Reconciliation of Non-GAAP Measures" section of this release.

Note: All amounts referenced throughout this document are in US dollars unless otherwise indicated and numbers may not add up precisely to the totals provided due to rounding.

COVID-19 update

Amcor's operations have been recognized as 'essential' by governments and authorities around the world given the role the Company plays in the supply chains for critical food and healthcare products. In dealing with the exceptional challenges posed by COVID-19, Amcor established three guiding principles:

•Keeping our employees healthy - The health and safety of our co-workers is one of our values and always Amcor's first priority. Around the world, local teams have implemented a range of practices including more frequent cleaning and disinfection, increased physical distancing in work and break out spaces, restricted visitor access, temperature screening, supply of personal protective equipment and flexible working from home arrangements.

•Keeping our operations running - To support our business partners, every Amcor plant and office has business continuity plans in place which address infection prevention measures, incident response, return to work protocols and supply chain risks.

•Contributing to relief efforts in our communities - Amcor launched a global program to help mitigate the impact of COVID-19 by donating food and healthcare packaging products and by funding local community initiatives to improve access to healthcare, education or food and other essential products.

From the start of the COVID-19 outbreak, the Company has operated its plants around the world with minimal disruption and has not experienced significant business continuity issues. Through fiscal 2020, operating costs were not materially impacted.

Notwithstanding month to month volatility, for the six months ended 30 June 2020 volumes were 1% higher than the prior year within both the Flexibles and Rigid Packaging segments which reflects Amcor's broad geographic and end market diversification. The extent to which the global pandemic has influenced overall demand for Amcor's products in each region has been mixed as certain end markets in each geographic area appear to have benefited at varying times while others have been constrained. The Company has seen good demand for healthcare packaging globally through this period. Most food and beverage end markets have generally remained more resilient in the developed world than in emerging markets and more resilient in at-home consumption channels than convenience and away-from-home channels.

Presentation of Prior Year Financial Information

On June 11, 2019, the all-stock acquisition of Bemis Company, Inc. was completed. Amcor was determined to be the acquirer for accounting purposes and, as a result, financial information prepared under U.S. generally accepted accounting principles ("U.S. GAAP") for periods prior to the completion date reflects the historical financial information for the legacy Amcor business only.

Financial information included in this release and described as “Adjusted Pro Forma” is being presented to allow shareholders to more easily compare the current year results with the prior year results. The Adjusted Pro Forma results represent non-GAAP measures that provide stakeholders with an additional perspective on the Company’s financial and operational performance and trends. The Adjusted Pro Forma results are presented as if the Company’s acquisition of Bemis had been consummated as of July 1, 2018 and exclude the impact of non-recurring acquisition and integration related costs, acquisition related amortization expenses, and other items management considers as not representative of ongoing operations.

The presentation of non-GAAP Adjusted Pro Forma measures is not meant to be considered in isolation or as a substitute for results prepared and presented in accordance with U.S. GAAP. Reconciliations of non-GAAP Adjusted Pro Forma measures to their most comparable GAAP measures, including pro forma measures, prepared in accordance with SEC Regulation S-X Article 11, are included in the "Reconciliation of Non-GAAP Measures" section of this release.

Bemis Acquisition Update

The Bemis business was acquired through an all-stock transaction in June 2019. Integration has proceeded exceptionally well with all plans essentially completed within the first 12 months, ahead of expectations.

The Company delivered approximately $80 million (pre-tax) of cost synergies during the year, in line with guidance provided in May 2020 and substantially ahead (approximately 30% in local currency terms) of the $65 million expected at the start of the fiscal year. Cost synergies were primarily driven from overhead and procurement initiatives, and

approximately $57 million was recognized in the Flexibles segment and approximately $23 million in Corporate expenses. The Company continues to expect total cost synergies of $180 million (pre-tax) by the end of fiscal 2022, with further benefits expected largely from procurement and footprint initiatives across the 2021 and 2022 fiscal years.

Cash restructuring and integration costs of approximately $80 million were incurred during the year.

Capital Returns to Shareholders

Share repurchases

The Company completed a $500 million share buy-back program in May 2020. Shares repurchased during fiscal 2020 resulted in a 3.5% reduction in the total number of shares issued and outstanding.

Dividend

The Amcor Board of Directors today declared a quarterly cash dividend of 11.5 cents per share. The dividend will be paid in US dollars to holders of Amcor’s ordinary shares trading on the NYSE. Holders of CDIs trading on the ASX will receive an unfranked dividend of 16.0 Australian cents per share, which reflects the quarterly dividend of 11.5 cents per share converted at an average AUD:USD exchange rate of 0.7168 over the five trading days ended August 13, 2020.

The ex-dividend date will be September 2, 2020, the record date will be September 3, 2020 and the payment date will be September 23, 2020. Amcor has received a waiver from the ASX’s settlement operating rules, which will allow Amcor to defer processing conversions between its ordinary share and CDI registers from September 2, 2020 to September 3, 2020, inclusive.

2020 financial results

Segment Information

	Adjusted Pro Forma
	Twelve Months Ended June 30, 2019							Twelve Months Ended June 30, 2020
Adjusted non-GAAP results^(1)^	Net sales <br>$ million	EBIT<br>$ million	EBIT / Sales %	EBIT / Average funds employed %^(2)^	Net sales $ million	EBIT<br>$ million	EBIT / Sales %	EBIT / Average funds employed %^(2)^
Flexibles	10,081	1,239	12.3	13.1	9,755	1,335	13.7	15.1
Rigid Packaging	2,893	308	10.7	17.5	2,716	290	10.7	16.3
Other	(1)	(114)			(4)	(128)
Total Amcor	12,972	1,433	11.0	12.9	12,468	1,497	12.0	14.0

(1) Adjusted non-GAAP measures exclude items which management considers as not representative of ongoing operations. Adjusted non-GAAP results for the prior period are based on unaudited Adjusted Pro Forma financial information. Further details related to non-GAAP measures and reconciliations to GAAP measures can be found under "Presentation of non-GAAP financial information” and in the tables included in this release. All amounts referenced throughout this document are in US dollars unless otherwise indicated.

(2) Average funds employed includes shareholders equity and net debt, calculated using a four quarter average and LTM adjusted EBIT.

Full year net sales for the Amcor Group of $12,468 million were 1.8% lower than the prior year in constant currency terms. Excluding a 1.6% unfavorable impact from the pass through of lower raw material costs, sales were 0.2% lower than last year. Overall volumes were 0.2% higher than the prior twelve month period and this was offset by a 0.4% unfavorable price/mix.

Flexibles	Twelve Months Ended June 30,		Reported ∆%	Constant <br>Currency ∆%
	Adjusted Pro Forma 2019 <br>$ million	2020 million
Net sales	10,081	9,755	(0.9)
Adjusted EBIT	1,239	1,335	9.8
Adjusted EBIT / Sales %	12.3	13.7
Adjusted EBIT / Average funds employed %	13.1	15.1

All values are in US Dollars.

Full year net sales for the Flexibles segment were 0.9% lower than the prior twelve month period in constant currency terms. Excluding a 0.9% unfavorable impact from the pass through of lower raw material costs, sales were in line with last year. Overall segment volumes were 0.1% higher than the prior fiscal year and this was offset by 0.1%

unfavorable price/mix. Volumes were higher in the Flexibles North America, Europe and Asia Pacific businesses and volume performance in Flexibles Latin America and for specialty carton products continued to improve sequentially through the second half of the 2020 fiscal year but remained lower than the prior twelve month period.

In North America, full year volumes grew in the low single digit range, mainly driven by strength in the high value healthcare, pet care, protein, ready meal, liquid beverage and home and personal care end markets as well as specialty folding carton products. This was partly offset by lower volumes in confectionary and condiments.

In Europe, low single digit volume growth for fiscal 2020 was driven by strength in protein, dairy, pet care, coffee, medical and ready meal products offset by lower volumes in certain personal care products. Sales of specialty folding carton products in Europe improved sequentially in each of the third and fourth quarters but annual volumes remained lower than the prior twelve month period, primarily driven by weaker volumes in the first half of fiscal 2020.

Annual volumes were higher across the Asian emerging markets, with particularly strong growth in China and India towards the end of the fourth quarter. In Latin America volumes improved sequentially in each of the third and fourth quarters but annual volumes remained lower than the prior twelve month period, primarily reflecting challenging economic conditions across the region and the impact of volumes lost within the legacy Bemis business prior to the acquisition close in June 2019.

Adjusted EBIT for fiscal 2020 of $1,335 million was 9.8% higher than the prior year in constant currency terms. This includes organic growth of $65 million, or 5.2%, primarily reflecting favorable product mix as well as strong cost and operating performance across the business. The remaining growth of $57 million, or 4.6%, reflects synergy benefits related to the Bemis acquisition.

Adjusted EBIT margin of 13.7% compares with 12.3% for the prior year and segment returns of 15.1% expanded by 2%.

Rigid Packaging	Twelve Months Ended June 30,		Reported ∆%	Constant Currency <br>∆%
	2019 $ million	2020 million
Net sales	2,893	2,716	(4.8)
Adjusted EBIT	308	290	(4.2)
Adjusted EBIT / Sales %	10.7	10.7
Adjusted EBIT / Average funds employed %	17.5	16.3

All values are in US Dollars.

Full year net sales for the Rigid Packaging segment were 4.8% lower than the prior twelve month period in constant currency terms, or 0.7% lower after excluding a 4.1% unfavorable impact from the pass through of lower raw material costs. The 0.7% decline was driven by volume growth of 0.5%, offset by unfavorable price/mix of 1.2%.

In North America, full year beverage volumes were 0.2% lower than the prior year, and hot fill container volumes were up 1%. Specialty Container volumes were higher than the prior year with strengthening growth in certain spirits, healthcare, personal care and home cleaning categories in the second half of the year.

In Latin America, annual volumes were 0.4% higher compared with the prior period.

Through the second half of the fiscal year, the beverage businesses in North and Latin America experienced an elevated level of month to month variability between March 2020 and June 2020 in particular, as customers responded to changes in demand through at-home and away-from-home channels and adjusted inventories.

Adjusted EBIT for fiscal 2020 of $290 million was 4.2% lower than the prior year in constant currency terms when the business benefited from a particularly strong second quarter. In line with expectations, adjusted EBIT grew 3% in the second half of fiscal 2020 compared with the second half of fiscal 2019, reflecting strong cost performance.

Other	Twelve Months Ended June 30,
Adjusted EBIT	Adjusted Pro Forma 2019 <br>$ million	2020 <br>$ million
Equity earnings in affiliates, net of tax	18	12
Corporate expenses	(132)	(140)
Total Other	(114)	(128)

Net interest and income tax expense

Net interest expense for fiscal 2020 was $185 million compared with pro forma net interest expense of $260 million in the prior period, driven primarily by lower borrowing costs.

The effective tax rate as reported was 22.6%. Excluding amounts related to non-GAAP adjustments, adjusted income tax expense for fiscal 2020 was $276 million, representing an adjusted effective tax rate of 21.0% which was in line with the range of expectations for the year and compares to 18.6% in the prior period.

Cash flow

Fiscal 2020 adjusted free cash flow (before dividends) was $1,220 million, $250 million higher than the prior year primarily reflecting higher earnings and excellent working capital performance. The business also had a favorable impact of approximately $50 million related to deferred cash tax payments in the US which is expected to reverse in the first quarter of fiscal 2021.

Balance sheet and Liquidity

Net debt was $5,492 million at 30 June 2020 in line with $5,502 million last year. Leverage, measured as net debt divided by adjusted trailing twelve month EBITDA, was 2.9 times at June 30, 2020.

In June 2020, Amcor successfully issued a €500 million Euro bond maturing in 2027 and a $500 million US bond maturing in 2030. Both transactions received significant investor interest and attracted competitive pricing.

Amcor has a strong, investment grade balance sheet, rated BBB/Baa2. The Company has access to $1.8 billion of liquidity in the form of undrawn committed bank facilities, and no material refinancing to complete during the next 12 months.

Fiscal 2021 guidance

Amcor’s guidance contemplates a range of factors, however the COVID-19 pandemic creates higher degrees of uncertainty and additional complexity when estimating future financial results. For the twelve month period ending 30 June 2021, the Company expects:

•Adjusted constant currency EPS growth of approximately 5 to 10%, compared with adjusted EPS of 64.2 US cents per share in fiscal 2020.

◦This guidance range includes pre-tax synergy benefits associated with the Bemis acquisition of approximately $50 to $70 million.

•Adjusted free cash flow (before dividends) of approximately $1.0 to $1.1 billion.

While Amcor's business is expected to continue demonstrating resilience given it plays an important role in the supply of essential consumer goods, the level of earnings and free cash flow generated across the business could be impacted by COVID-19 related factors such as the extent and nature of any future operational disruptions across the supply chain, government imposed restrictions on consumer mobility and the pace of macroeconomic recovery in key global economies. The ultimate magnitude and duration of the pandemic’s impact on the business remains uncertain at this time.

Conference Call

Amcor is hosting a conference call with investors and analysts to discuss these results on Tuesday August 18, 2020 at 7:30am US Eastern Daylight Time / 9.30pm Australian Eastern Standard Time. Investors are invited to listen to a live webcast of the conference call at our website, www.amcor.com, in the “Investors” section.

Those wishing to access the call should use the following toll-free numbers, with the Conference ID 7896918:

•US & Canada – 866 211 4133

•Australia – 1800 287 011

•United Kingdom – 0800 051 7107

•Singapore – 800 852 6506

•Hong Kong – 800 901 563

From all other countries, the call can be accessed by dialing +1 647 689 6614 (toll).

A replay of the webcast will also be available on www.amcor.com following the call.

About Amcor

Amcor is a global leader in developing and producing responsible packaging for food, beverage, pharmaceutical, medical, home and personal-care, and other products. Amcor works with leading companies around the world to protect their products and the people who rely on them, differentiate brands, and improve supply chains through a range of flexible and rigid packaging, specialty cartons, closures, and services. The company is focused on making packaging that is increasingly light-weighted, recyclable and reusable, and made using an increasing amount of recycled content. Around 47,000 Amcor people generate $12.5 billion in annual sales from operations that span about 230 locations in 40-plus countries. NYSE: AMCR; ASX: AMC

www.amcor.com I LinkedIn I Facebook I Twitter I YouTube

Contact Information

Investors
Tracey Whitehead	Damien Bird
Head of Investor Relations	Vice President Investor Relations
Amcor	Amcor
+61 3 9226 9028	+61 3 9226 9070
tracey.whitehead@amcor.com	damien.bird@amcor.com
Media - Australia	Media - Europe	Media - North America
James Strong	Ernesto Duran	Daniel Yunger
	Head of Global Communications
Citadel-MAGNUS	Amcor	Kekst CNC
+61 448 881 174	+41 78 698 69 40	+1 212 521 4879
jstrong@citadelmagnus.com	ernesto.duran@amcor.com	daniel.yunger@kekstcnc.com

Amcor plc UK Establishment Address: 83 Tower Road North, Warmley, Bristol, England, BS30 8XP, United Kingdom

UK Overseas Company Number: BR020803

Registered Office: 3rd Floor, 44 Esplanade, St Helier, JE4 9WG, Jersey

Jersey Registered Company Number: 126984, Australian Registered Body Number (ARBN): 630 385 278

Cautionary Statement Regarding Forward-Looking Statements

This document 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”, “may,” “could,” “would,” “approximately,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “estimate,” “potential,” “outlook” or “continue,” the negative of these words, other terms of similar meaning or the 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 COVID-19 pandemic on Amcor and its customers, suppliers, employees and the geographic markets in which it and its customers operate; fluctuations in consumer demand patterns; the loss of key customers or a reduction in production requirements of key customers; significant competition in the industries and regions in which Amcor operates; failure to realize the anticipated benefits of the acquisition of Bemis Company, Inc. (“Bemis”), and the cost synergies related thereto; failure to successfully integrate Bemis’ business and operations in the expected time frame or at all; integration costs related to the acquisition of Bemis; failure by Amcor to expand its business; the potential loss of intellectual property rights; various risks that could affect our business operations and financial results due to the international operations; price fluctuations or shortages in the availability of raw materials, energy and other inputs; disruptions to production, supply and commercial risks, including counterparty credit risks, which may be exacerbated in times of economic downturn; the possibility of labor disputes; fluctuations in our credit ratings; disruptions to the financial or capital markets; and other risks and uncertainties identified from time to time in Amcor’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including without limitation, those described under Item 1A. “Risk Factors” of Amcor’s annual report on Form 10-K for the fiscal year ended June 30, 2019 as supplemented by the risk factor contained in Amcor’s Quarterly Report on Form 10-Q for the quarter ended March 31, 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.

Basis of Preparation of Supplemental Unaudited Adjusted Pro Forma Financial Information

The fiscal 2019 unaudited adjusted pro forma financial information presented in the release gives effect to Amcor's acquisition of Bemis as if the combination had been consummated on July 1, 2018. The Supplemental Unaudited Adjusted Pro Forma Financial Information includes adjustments for (1) accounting policy alignment, (2) elimination of the effect of events that are directly attributable to the combination (e.g., one-time transaction costs), (3) elimination of the effect of consummated and identifiable divestitures agreed to with certain regulatory agencies as a condition of approval for the transaction, and (4) items which management considers are not representative of ongoing operations. The Supplemental Unaudited Adjusted Pro Forma Financial Information does include the purchase accounting impact and does not reflect any cost or growth synergies that Amcor may achieve as a result of the transaction, future costs to combine the operations of Amcor and Bemis or the costs necessary to achieve any cost or growth synergies. The Supplemental Unaudited Adjusted Pro Forma Financial Information has been presented for informational purposes only and is not necessarily indicative of what Amcor’s results of operations actually would have been had the combination been completed as of July 1, 2018, nor is it indicative of the future operating results of Amcor. The Supplemental Unaudited Adjusted Pro Forma Financial Information should be read in conjunction with the separate historical financial statements and accompanying notes contained in each of the Amcor and Bemis periodic reports, as available. For avoidance of doubt, the Supplemental Unaudited Adjusted Pro Forma Financial Information is not intended to be, and was not, prepared on a basis consistent with the unaudited pro forma condensed combined financial information in Amcor’s Registration Statement on Form S-4 filed March 25, 2019 with the SEC (the “S-4 Pro Forma Statements”), which provides the pro forma financial information required by Article 11 of Regulation S-X. For instance, the Supplemental Unaudited Adjusted Pro Forma Financial Information does not give effect to the combination under the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 805, Business Combinations (“ASC Topic 805”), with Amcor treated as the legal and accounting acquirer. The Supplemental Unaudited Adjusted Pro Forma Financial Information has not been adjusted to give effect to pro forma events that are (1) directly attributable to the combination, (2) factually supportable, or (3) expected to have a continuing impact on the combined results of Amcor and Bemis. More specifically, other than excluding Amcor’s divested plants and one-time transaction costs, the Supplemental Unaudited Adjusted Pro Forma Financial Information does not reflect the types of pro forma adjustments set forth in S-4 Pro Forma Statements. Consequently, the Supplemental Unaudited Adjusted Pro Forma Financial Information is intentionally different from, but does not supersede, the pro forma financial information set forth in S-4 Pro Forma Statements.

Reconciliations of non-GAAP adjusted pro forma measures to their most comparable GAAP measures and reconciliations of pro forma net income in accordance with Article 11 of Regulation S-X to adjusted pro forma net income are included in the "Reconciliation of Non-GAAP Measures" section of this release.

Presentation of non-GAAP financial information

Included in this release are measures of financial performance that are not calculated in accordance with U.S. GAAP. These measures include adjusted EBIT (calculated as earnings before interest and tax), adjusted net income, adjusted earnings per share, adjusted free cash flow before dividends, adjusted cash flow after dividends, net debt and the Supplemental Unaudited Adjusted Pro Forma Financial Information including adjusted earnings before interest, tax, amortization and depreciation, adjusted earnings before interest and tax, and adjusted earnings per share and any ratios related thereto. In arriving at these non-GAAP measures, we exclude items that either have a non-recurring impact on the income statement or which, in the judgment of our management, are items that, either as a result of their nature or size, could, were they not singled out, potentially cause investors to extrapolate future performance from an improper base. While not all inclusive, examples of these items include:

•material restructuring programs, including associated costs such as employee severance, pension and related benefits, impairment of property and equipment and other assets, accelerated depreciation, termination payments for contracts and leases, contractual obligations and any other qualifying costs related to the restructuring plan;

•earnings from discontinued operations and any associated profit on sale of businesses or subsidiaries;

•consummated and identifiable divestitures agreed to with certain regulatory agencies as a condition of approval for Amcor’s acquisition of Bemis;

•impairments in goodwill and equity method investments;

•material acquisition compensation and transaction costs such as due diligence expenses, professional and legal fees and integration costs;

•material purchase accounting adjustments for inventory;

•amortization of acquired intangible assets from business combinations;

•impact of economic net investment hedging activities not qualifying for hedge accounting;

•payments or settlements related to legal claims; and

•impacts from hyperinflation accounting.

Management has used and uses these measures internally for planning, forecasting and evaluating the performance of the company’s reporting segments and certain of the measures are used as a component of Amcor’s board of directors’ measurement of Amcor’s performance for incentive compensation purposes. Amcor also evaluates performance on a constant currency basis, which measures financial results assuming constant foreign currency exchange rates used for translation based on the rates in effect for the comparable prior-year period. In order to compute constant currency results, we multiply or divide, as appropriate, current-year U.S. dollar results by the current-year average foreign exchange rates and then multiply or divide, as appropriate, those amounts by the prior-year average foreign exchange rates. Amcor believes that these non-GAAP measures are useful to enable investors to perform comparisons of current and historical performance of the company. For each of these non-GAAP financial measures, a reconciliation to the most directly comparable U.S. GAAP financial measure has been provided herein. These non-GAAP financial measures should not be construed as an alternative to results determined in accordance with U.S. GAAP. The company provides guidance on a non-GAAP basis as we are unable to predict with reasonable certainty the ultimate outcome and timing of certain significant items without unreasonable effort. These items include but are not limited to the impact of foreign exchange translation, restructuring program costs, asset impairments and possible gains and losses on the sale of assets. These items are uncertain, depend on various factors and could have a material impact on U.S. GAAP earnings and cash flow measures for the guidance period.

U.S. GAAP Condensed Consolidated Statement of Income (Unaudited)

	Twelve Months Ended June 30,
($ million)	2018	2019	2020
Net sales	9,319	9,458	12,468
Cost of sales	(7,462)	(7,659)	(9,932)
Gross profit	1,857	1,799	2,536
Selling, general and administrative expenses	(793)	(999)	(1,385)
Research and development expenses	(73)	(64)	(97)
Restructuring and related expenses	(40)	(131)	(115)
Other income, net	43	186	56
Operating income	994	792	994
Interest expense, net	(197)	(191)	(185)
Other non-operating income (loss), net	(74)	4	16
Income from continuing operations before income taxes and equity in income (loss) of affiliated companies	723	604	825
Income tax expense	(119)	(172)	(187)
Equity in income (loss) of affiliated companies, net of tax	(18)	4	(14)
Income from continuing operations	587	437	624
Income (loss) from discontinued operations, net of tax^(1)^	—	1	(8)
Net income	587	437	617
Net (income) loss attributable to non-controlling interests	(11)	(7)	(4)
Net income attributable to Amcor plc	575	430	612
USD:EUR FX rate	1.1929	1.1406	1.1056
Basic earnings per share attributable to Amcor	0.497	0.364	0.382
Diluted earnings per share attributable to Amcor	0.494	0.363	0.382
Weighted average number of shares outstanding – Basic	1,154	1,180	1,600
Weighted average number of shares outstanding - Diluted	1,162	1,184	1,602

(1) Represents income/(loss) generated from three former Bemis plants located in the United Kingdom and Ireland from July 1, 2019 to August 8, 2019. Amcor announced the disposal of these assets to Kohlberg & Company on June 25, 2019. This divestment was required by the European Commission at the time of approving Amcor’s acquisition of Bemis on February 11, 2019.

U.S. GAAP Condensed Consolidated Statement of Cash Flows (Unaudited)

	Twelve Months Ended June 30,
($ million)	2018	2019	2020
Net income	587	437	617
Depreciation, amortization and impairment	357	453	652
Changes in operating assets and liabilities	(123)	7	140
Other non-cash items	50	(121)	(24)
Net cash provided from operating activities	871	776	1,384
Purchase of property, plant and equipment and other intangible assets	(365)	(332)	(400)
Proceeds from sale of property, plant and equipment and other intangible assets	137	85	13
Proceeds from divestiture	—	216	425
Net debt (repayments) proceeds	34	(58)	125
Dividends paid	(527)	(680)	(761)
Share buy-back	—	—	(537)
Other, including effects of exchange rate on cash and cash equivalents	(92)	(27)	(108)
Net (decrease) increase in cash and cash equivalents	59	(19)	141
Cash and cash equivalents at the beginning of the period	562	621	602
Cash and cash equivalents at the end of the period	621	602	743

U.S. GAAP Condensed Consolidated Balance Sheet (Unaudited)

($ million)	June 30, 2019	June 30, 2020
Cash and cash equivalents	602	743
Trade receivables, net	1,864	1,616
Inventories, net	1,954	1,832
Assets held for sale^(1)^	416	—
Property, plant and equipment, net	3,975	3,615
Goodwill and other intangible assets, net	7,463	7,334
Other assets	891	1,303
Total assets	17,165	16,442
Trade payables	2,303	2,171
Short-term debt and current portion of long-term debt	794	206
Long-term debt, less current portion	5,309	6,028
Liabilities held for sale^(1)^	21	—
Accruals and other liabilities	3,063	3,350
Shareholders equity	5,675	4,687
Total liabilities and shareholders equity	17,165	16,442

(1) Represents the net asset value related to three former Bemis plants located in the United Kingdom and Ireland. Amcor announced the disposal of these assets to Kohlberg & Company on June 25, 2019 and the transaction closed on August 8, 2019. This divestment was required by the European Commission at the time of approving Amcor’s acquisition of Bemis on February 11, 2019.

Reconciliation of Non-GAAP Measures

Supplemental Unaudited Pro Forma Condensed Statement of Income

On June 11, 2019, Amcor plc (“Amcor”, “Amcor Limited”, “Company”) completed the acquisition of 100% of the outstanding shares of Bemis Company, Inc (“Bemis”), a global manufacturer of flexible packaging products based in the United States (“the Transaction”). Pursuant to the Transaction Agreement, dated as of August 6, 2018, each outstanding share of Bemis common stock that was issued and outstanding upon completion of the transaction was converted into the right to receive 5.1 ordinary shares of the Company traded on the New York Stock Exchange ("NYSE").

The Unaudited Pro Forma Condensed Statement of Income has been prepared using the purchase method of accounting, Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations,” with Amcor treated as the acquirer, and Article 11 of Regulation S-X, as defined by the Securities and Exchange Commission (the "SEC"), as if the transaction had been completed on July 1, 2018.

Amcor and Bemis have different fiscal years. The Unaudited Pro Forma Condensed Statement of Income is developed from (a) the audited consolidated financial statements of Amcor contained in our Annual Report on Form 10-K for the annual fiscal period ended June 30, 2019 and (b) deriving the condensed consolidated income statement of Bemis for the period July 1, 2018 through June 10, 2019 by subtracting the historical unaudited condensed consolidated statement of income for the six months ended June 30, 2018 appearing in Bemis Quarterly Report on Form 10-Q for the period ended June 30, 2018 filed with the SEC on July 27, 2018 from the audited consolidated statement of income for the fiscal year ended December 31, 2018 appearing in Bemis’ Annual Report on Form 10-K filed with the SEC on February 15, 2019 and adding the Bemis unaudited consolidated financial information from their accounting records for the period from January 1, 2019 through June 10, 2019.

The Unaudited Pro Forma Condensed Statement of Income has been prepared to reflect adjustments to Amcor’s historical consolidated financial information that are (i) directly attributable to the acquisition of Bemis, (ii) factually supportable and (iii) expected to have a continuing impact on our results.

The Unaudited Pro Forma Condensed Statement of Income has been prepared for illustrative purposes only and does not purport to represent what the actual consolidated results of operations of Amcor would have been had the Bemis acquisition occurred on the date assumed. In addition, the financial information is not indicative of future results or current financial conditions and does not reflect any anticipated synergies, operating efficiencies, cost savings or integration costs that may result from the transaction. The financial information should be read in conjunction with historical financial statements and accompanying notes filed with the SEC.

Unaudited Pro Forma Condensed Statement of Income
	Twelve Months Ended June 30, 2019
($ million)	Amcor Historical	Bemis Historical	EC and U.S. Remedies (1)	Pro Forma Adjustments		New Amcor Pro Forma
Net sales	9,458	3,798	(284)	—		12,972
Cost of sales	(7,659)	(3,182)	220	33	2a	(10,589)
Gross profit	1,799	616	(65)	33		2,383
Selling, general and administrative expenses	(999)	(179)	14	(54)	2b	(1,218)
Research and development expenses	(64)	(36)	3	—		(97)
Restructuring and related expenses	(131)	(156)	—	43	2b	(244)
Other income, net	186	38	1	(124)	2b	101
Operating income	792	282	(46)	(102)		926
Interest income	17	2	—	—		19
Interest expense	(208)	(71)	—	—		(279)
Other non-operating income (loss), net	4	3	—	—		6
Income from continuing operations before income taxes and equity in income (loss) of affiliated companies	604	216	(46)	(102)		672
Income tax (expense) benefit	(172)	(64)	8	71	2c	(157)
Equity in income (loss) of affiliated companies, net of tax	4	—	—	—		4
Income (loss) from continuing operations	437	151	(38)	(31)		519
Net (income) loss attributable to non-controlling interests	(7)	—	—	—		(7)
Net income attributable to Amcor plc	430	151	(38)	(31)		512

Note: the sum of the columns may not equal the total New Amcor Pro Forma amount due to rounding.

1.Remedy Adjustments

EC and U.S. Remedies: Closing of the Transaction was conditional upon the receipt of regulatory approvals, approval by both Amcor and Bemis shareholders, and satisfaction of other customary conditions. To satisfy certain regulatory approvals, the Company was required to divest three of Bemis' medical packaging facilities located in the United Kingdom and Ireland ("EC Remedy") and three Amcor medical packaging facilities in the United States ("U.S. Remedy"). The Unaudited Pro Forma Condensed Statement of Income has been adjusted to exclude the EC Remedy and U.S. Remedy businesses.

2.Pro Forma Adjustments

a.Cost of sales has been adjusted to reflect a reduction in the depreciation expense following the adjustment of historical property, plant and equipment to a lower preliminary fair value and to reverse the one-time amortization impact of the inventory fair value uplift.

b.Selling, general and administrative expenses has been adjusted to reflect the reversal of the non-recurring transaction costs partially offset by the net increase in the amortization expense following the recognition of additional intangible assets mainly for customer relationships, technology and other intangibles. Restructuring and other costs have been adjusted to reverse the nonrecurring transaction costs included in the Bemis historical financials while other income, net has excluded the gain on sale of the U.S. Remedy assets, partially offset by transaction costs.

c.Income tax expense has been adjusted to reflect the tax impact on the various adjustments from items (a) and (b) above.

Reconciliation of Non-GAAP Measures

Reconciliation of Pro Forma Net income under Article 11 to Adjusted Pro Forma Net Income

($ million)	Twelve Months Ended June 30, 2019
Pro forma net income under Article 11	512
Restructuring costs	113
Impairment of equity method investments	14
Transaction related and other costs	225
Amortization of acquired intangibles	164
Reversal of purchase accounting adjustments for backlog and property, plant and equipment valuation	(22)
Legacy Bemis adjustments	(23)
Impact of hyperinflationary accounting and other	24
Tax effect of above items	(61)
Adjusted Pro Forma Net Income	947

Reconciliation of adjusted Earnings before interest, tax, depreciation and amortization (EBITDA), Earnings before interest and tax (EBIT), Net income and Earnings per share (EPS)

	Twelve Months Ended June 30, 2019							Twelve Months Ended June 30, 2020
($ million)	EBITDA	EBIT	Net Income	EPS (Diluted<br>US cents)	EBITDA	EBIT	Net Income	EPS (Diluted US cents)
Net income attributable to Amcor	430	430	430	36.3	612	612	612	38.2
Net income attributable to non-controlling interests	7	7			4	4
(Income) loss from discontinued operations	(1)	(1)	(1)	—	8	8	8	0.5
Tax expense	172	172			187	187
Interest expense, net	191	191			185	185
Depreciation and amortization	350				607
EBITDA, EBIT, Net income and EPS	1,149	799	430	36.3	1,603	996	620	38.7
Material restructuring and related costs	64	64	64	5.4	106	106	102	6.3
Impairment in equity method investments	14	14	14	1.2	26	26	26	1.6
Net investment hedge not qualifying for hedge accounting	(1)	(1)	(1)	(0.1)	—	—	—	—
Material transaction and other costs^(1)^	143	143	143	12.1	146	146	146	9.1
Material impact of hyperinflation	30	30	30	2.6	28	28	28	1.7
Net legal settlements	(5)	(5)	(5)	(0.4)	—	—	—	—
Pension settlements	—	—	—	—	5	5	5	0.3
Amortization of acquired intangibles^(2)^		31	31	2.6		191	191	11.9
Tax effect of above items			23	2.0			(89)	(5.6)
Adjusted EBITDA, EBIT, Net income and EPS	1,394	1,075	729	61.6	1,913	1,497	1,028	64.2
Pro Forma Adjustments^(3)^	485	357	218	(3.4)	—	—	—	—
Adjusted Pro Forma EBITDA, EBIT, Net income and EPS	1,879	1,433	947	58.2	1,913	1,497	1,028	64.2

(1) Includes costs associated with the Bemis acquisition. The twelve months ended June 30, 2020 and 2019 includes $58 million and $16 million respectively of acquisition related inventory fair value step-up costs.

(2) The twelve months ended June 30, 2020 and 2019 includes $26 million and $5 million respectively of sales backlog amortization related to the Bemis acquisition.

(3) Includes Bemis and remedy adjustments. EPS also adjusts for new shares issued to complete the Bemis combination.

Reconciliation of adjusted EBIT by reporting segment

	Twelve Months Ended June 30, 2019												Twelve Months Ended June 30, 2020
($ million)	Flexibles		Rigid Packaging		Other^(1)^	Total		Flexibles		Rigid Packaging		Other^(1)^	Total
Net income attributable to Amcor						430							612
Net income attributable to non-controlling interests						7							4
(Income) loss from discontinued operations						(1)							8
Tax expense						172							187
Interest expense, net						191							185
EBIT	816		209		(226)	799		1,008		217		(229)	996
Material restructuring and related costs	—		64		—	64		63		38		5	106
Impairment in equity method investments	—		—		14	14		—		—		26	26
Net investment hedge not qualifying for hedge accounting	—		—		(1)	(1)		—		—		—	—
Material transaction and other costs^(2)^	(13)		3		153	143		78		3		66	146
Material impact of hyperinflation	4		27		—	31		—		28		—	28
Net legal settlement	—		—		(5)	(5)		—		—		—	—
Pension settlement	—		—		—	—		—		—		5	5
Amortization of acquired intangibles^(3)^	26		5		—	31		186		5		—	191
Adjusted EBIT	833		308		(66)	1,076		1,335		290		(128)	1,497
Pro Forma Adjustments^(4)^	406		—		(49)	357		—		—		—	—
Adjusted Pro Forma EBIT	1,239		308		(114)	1,433		1,335		290		(128)	1,497
Adjusted Pro Forma EBIT / sales %	12.3	%	10.7	%		11.0	%	13.7	%	10.7	%		12.0	%
Average funds employed^(5)^	9,439		1,766					8,860		1,782
Adjusted Pro Forma EBIT / average funds employed %	13.1	%	17.5	%		12.9	%	15.1	%	16.3	%		14.0	%

(1) Other includes equity in income (loss) of affiliated companies, net of tax and general corporate expenses.

(2) Includes costs associated with the Bemis acquisition. The twelve months ended June 30, 2020 and 2019 includes $58 million and $16 million respectively of acquisition related inventory fair value step-up costs.

(3) The twelve months ended June 30, 2020 and 2019 includes $26 million and $5 million respectively of sales backlog amortization related to the Bemis acquisition.

(4) Includes Bemis and remedy adjustments.

(5) Average funds employed includes shareholders equity and net debt, calculated using a four quarter average and LTM adjusted EBIT.

Reconciliations of adjusted free cash flow and cash flow after dividends

	Twelve Months Ended June 30,
($ million)	2019	2020
Net cash provided from operating activities	776	1,384
Purchase of property, plant and equipment and other intangible assets	(332)	(400)
Proceeds from sale of property, plant and equipment and other intangible assets	85	13
Operating cash flow related to divested operations	—	60
Material transaction and integration related costs^(1)^	204	163
Adjusted free cash flow (before dividends)^(2)^	733	1,220
Pro Forma adjustments^(3)^ (before dividends)	237	—
Adjusted Pro Forma free cash flow (before dividends)	970	1,220
Dividends^(4)^	(767)	(761)
Adjusted Pro Forma cash flow after dividends	203	459

(1) The twelve months ended June 30, 2020 includes cash integration costs of $80 million.

(2) Adjusted free cash flow excludes material transaction related costs because these cash flows are not considered to be directly related to the underlying business.

(3) Includes Bemis and remedy adjustments.

(4) The twelve months ended June 30, 2019 includes dividends paid to former Bemis shareholders of $87 million.

	Twelve Months Ended June 30,
($ million)	2019	2020
Adjusted EBITDA	1,394	1,913
Interest paid, net	(220)	(187)
Income tax paid	(148)	(209)
Purchase of property, plant and equipment and other intangible assets	(332)	(400)
Proceeds from sale of property, plant and equipment and other intangible assets	85	13
Movement in working capital	53	213
Other	(99)	(123)
Adjusted free cash flow (before dividends)^(1)^	733	1,220
Pro Forma adjustments^(2)^ (before dividends)	237	—
Adjusted Pro Forma free cash flow (before dividends)	970	1,220

(1) Adjusted free cash flow excludes material transaction related costs because these cash flows are not considered to be directly related to the underlying business.

(2) Includes Bemis and remedy adjustments.

Reconciliation of net debt

($ million)	June 30, 2019	June 30, 2020
Cash and cash equivalents	(602)	(743)
Short-term debt	789	195
Current portion of long-term debt	5	11
Long-term debt excluding current portion of long-term debt	5,309	6,028
Net debt	5,502	5,492

15

amcor4q2020exhibit992-ju

Exhibit 99.2 FY20 Full Year Results Ron Delia CEO Michael Casamento CFO August 18, 2020 US & Australia NYSE: AMCR | ASX: AMC

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Disclaimers Cautionary Statement Regarding Forward-Looking Statements This document 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”, “may,” “could,” “would,” “approximately,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “estimate,” “potential,” “outlook” or “continue,” the negative of these words, other terms of similar meaning or the 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 COVID-19 pandemic on Amcor and its customers, suppliers, employees and the geographic markets in which it and its customers operate; fluctuations in consumer demand patterns; the loss of key customers or a reduction in production requirements of key customers; significant competition in the industries and regions in which Amcor operates; failure to realize the anticipated benefits of the acquisition of Bemis Company, Inc. (“Bemis”), and the cost synergies related thereto; failure to successfully integrate Bemis’ business and operations in the expected time frame or at all; integration costs related to the acquisition of Bemis; failure by Amcor to expand its business; the potential loss of intellectual property rights; various risks that could affect our business operations and financial results due to the international operations; price fluctuations or shortages in the availability of raw materials, energy and other inputs; disruptions to production, supply and commercial risks, including counterparty credit risks, which may be exacerbated in times of economic downturn; the possibility of labor disputes; fluctuations in our credit ratings; disruptions to the financial or capital markets; and other risks and uncertainties identified from time to time in Amcor’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including without limitation, those described under Item 1A. “Risk Factors” of Amcor’s annual report on Form 10-K for the fiscal year endedJune 30, 2019 as supplemented by the risk factor contained in Amcor’s Quarterly Report on Form 10-Q for the quarter ended March 31, 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. Basis of Preparation of Supplemental Unaudited Combined Financial Information The fiscal 2018 unaudited combined financial information presented in the release gives effect to Amcor's acquisition of Bemis as if the combination had been consummated on July 1, 2018. The Supplemental Unaudited Combined Financial Information includes adjustments for (1) accounting policy alignment, (2) elimination of the effect of events that are directly attributable to the combination (e.g., one-time transaction costs), (3) elimination of the effect of consummated and identifiable divestitures agreed to with certain regulatory agencies as a condition of approval for the transaction, and (4) items which management considers are not representative of ongoing operations. The Supplemental Unaudited Combined Financial Information does not include the preliminary purchase accounting impact, which has not been finalized at the date of the release and does not reflect any cost or growth synergies that Amcor may achieve as a result of the transaction, future costs to combine the operations of Amcor and Bemis or the costs necessary to achieve any cost or growth synergies. The Supplemental Unaudited Combined Financial Information has been presented for informational purposes only and is not necessarily indicative of what Amcor’s results of operations actually would have been had the combination been completed as of July 1, 2018, nor is it indicative of the future operating results of Amcor. The Supplemental Unaudited Combined Financial Information should be read in conjunction with the separate historical financial statements and accompanying notes contained in each of the Amcor and Bemis periodic reports, as available. For avoidance of doubt, the Supplemental Unaudited Combined Financial Information is not intended to be, and was not, prepared on a basis consistent with the unaudited condensed combined financial information in Amcor’s Registration Statement on Form S-4 filed March 25, 2019 with the SEC (the “S-4 Pro Forma Statements”), which provides the pro forma financial information required by Article 11 of Regulation S-X. For instance, the Supplemental Unaudited Combined Financial Information does not give effect to the combination under the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 805, Business Combinations (“ASC Topic 805”), with Amcor treated as the legal and accounting acquirer. The Supplemental Unaudited Combined Financial Information has not been adjusted to give effect to pro forma events that are (1) directly attributable to the combination, (2) factually supportable, or (3) expected to have a continuing impact on the combined results of Amcor and Bemis. More specifically, other than excluding Amcor’s divested plants and one-time transaction costs, the Supplemental Unaudited Combined Financial Information does not reflect the types of pro forma adjustments set forth in S-4 Pro Forma Statements. Consequently, the Supplemental Unaudited Combined Financial Information is intentionally different from, but does not supersede, the pro forma financial information set forth in S-4 Pro Forma Statements. Reconciliations of non-GAAP combined measures to their most comparable GAAP measures and reconciliations of pro forma net income in accordance with Article 11 of Regulation S-X to combined net income is included in the "Reconciliation of Non-GAAP Measures" section of this release. Presentation of non-GAAP financial information Included in this release are measures of financial performance that are not calculated in accordance with U.S. GAAP. These measures include adjusted EBIT (calculated as earnings before interest and tax), adjusted net income, adjusted earnings per share, adjusted free cash flow before dividends, adjusted cash flow after dividends, net debt and the Supplemental Unaudited Combined Financial Information including adjusted earnings before interest, tax, amortization and depreciation, adjusted earnings before interest and tax, and adjusted earnings per share and any ratios related thereto. In arriving at these non-GAAP measures, we exclude items that either have a non-recurring impact on the income statement or which, in the judgment of our management, are items that, either as a result of their nature or size, could, were they not singled out, potentially cause investors to extrapolate future performance from an improper base. While not all inclusive, examples of these items include: • material restructuring programs, including associated costs such as employee severance, pension and related benefits, impairment of property and equipment and other assets, accelerated depreciation, termination payments for contracts and leases, contractual obligations and any other qualifying costs related to the restructuring plan; • earnings from discontinued operations and any associated profit on sale of businesses or subsidiaries; • consummated and identifiable divestitures agreed to with certain regulatory agencies as a condition of approval for Amcor’s acquisition of Bemis; • impairments in goodwill and equity method investments; • material acquisition compensation and transaction costs such as due diligence expenses, professional and legal fees and integration costs; • material purchase accounting adjustments for inventory; • amortization of acquired intangible assets from business combinations; • impact of economic net investment hedging activities not qualifying for hedge accounting; • payments or settlements related to legal claims; and • impacts from hyperinflation accounting. Management has used and uses these measures internally for planning, forecasting and evaluating the performance of the company’s reporting segments and certain of the measures are used as a component of Amcor’s board of directors’ measurement of Amcor’s performance for incentive compensation purposes. Amcor also evaluates performance on a constant currency basis, which measures financial results assuming constant foreign currency exchange rates used for translation based on the rates in effect for the comparable prior-year period. In order to compute constant currency results, we multiply or divide, as appropriate, current-year U.S. dollar results by the current-year average foreign exchange rates and then multiply or divide, as appropriate, those amounts by the prior-year average foreign exchange rates. Amcor believes that these non-GAAP measures are useful to enable investors to perform comparisons of current and historical performance of the company. For each of these non-GAAP financial measures, a reconciliation to the most directly comparable U.S. GAAP financial measure has been provided herein. These non-GAAP financial measures should not be construed as an alternative to results determined in accordance with U.S. GAAP. The company provides guidance on a non-GAAP basis as we are unable to predict with reasonable certainty the ultimate outcome and timing of certain significant items without unreasonable effort. These items include but are not limited to the impact of foreign exchange translation, restructuring program costs, asset impairments, possible gains and losses on the sale of assets and certain tax related events. These items are uncertain, depend on various factors and could have a material impact on U.S. GAAP earnings and cash flow measures for the guidance period. 2

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Safety Committed to our goal of ‘no injuries’ Recordable-case frequency rate (per million hours worked) 4.5 4.1 4.0 4 Acquisition impacts 3.5 3.4 • 10% reduction in number of injuries 3.2 3 2.8 2.6 2.6 • 52% of sites injury free for >12 months 2.5 2.4 2.0 2.1 2 2.0 2.0 • Staying safe and healthy – our first 1.5 priority through fiscal 2021 1 0.5 0 Notes: Recordable cases per 1,000,000 hours worked. All data shown for a 12 month period ended June 30, unless otherwise indicated 2010 to 2012 includes the demerged Orora business. 2015 to 2018 include acquired businesses from the first day of ownership. The Bemis acquisition is excluded for all periods labelled 2010 through 2019. 2019PF and 2020 includes Bemis. The increase in 3 frequency rate between 2016 and 2018 reflects inclusion of the Alusa and Sonoco acquisitions and the increase between 2019 and 2019PF reflects the inclusion of the Bemis acquisition.

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Rising to the challenges of the current environment Employees Operations Communities Working safely and ensuring Safeguarding supply and Delivering essential products to health and well-being responding to new demand trends people in need Preserve. Protect. Promote. The role of packaging has never been clearer 4

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Key messages for today Milestone 2020 financial year 1. Strong financial results, demonstrating resilience 2. Bemis acquisition ahead of expectations and enhancing performance 3. Visibility to drivers of near-term value for shareholders 4. Continued progress on advancing sustainability agenda 5. Substantial opportunities to create value over the long-term 5

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Strong full year FY20 results Organic growth and synergy benefits Outperforming on controllables • Safety 64.2¢ $1,220m • Cost performance EPS Free Cash Flow • Working capital +13% yoy +26% yoy • Integration • Synergies $1,497m 12% EBIT EBIT +7% yoy Margin Notes: EPS, Free Cash Flow, EBIT and EBIT margins presented on an Adjusted basis. Adjusted non-GAAP measures exclude items which management considers as not representative of ongoing operations. Further 6 details related to non-GAAP measures and reconciliations to U.S. GAAP measures can be found in the appendix section. EPS and EBIT growth rates expressed in constant currency terms.

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Bemis acquisition - financial and strategic benefits First year integration and Enhancing Flexibles synergies well ahead of segment performance Long term strategic benefits expectations immediately $80m of cost synergies in High quality business Management talent year 1, 30% ahead of initial contributing to strong organic Strong alignment – working as one team expectations margin expansion and returns of >15% Global footprint Stronger customer value proposition FY20 Cost Synergies FY20 Margin Expansion Drivers 0.6% 13.7% 18 80 0.8% Attractive end markets 65 12.3% (3) Global potential in high value protein and healthcare segments Best-in-class capabilities Industry leading innovation capabilities Initial expectations FX Outperformance Delivered FY19 margin Organic Synergies FY20 margin Continue to expect $180 million in cost synergies by FY22 7 Notes: $80m synergies delivered in FY20 is approximately 30% ahead of $65 million initial expectations in local currency terms.

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Substantial value delivered to shareholders in FY20 FY20 cash returns FY20 shareholder value above long term average range $1.2 bn 46.0 cps annual 4% dividend dividend yield 4% EPS growth 17% shareholder Organic value +26% 3.5% of 9% EPS growth shares Acquisition & Free cash flow repurchased Buy back 1.6% EPS growth Buy back 8 Notes: 17% shareholder value in FY20 compares with 12% average between 2014 and 2020 referenced on slide 16.

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FY20 results - H2 demonstrating resilience through COVID-19 Notwithstanding month to month volatility, volumes 1% higher in both Flexibles and Rigid Packaging segments for the six months ended 30 June 2020. Reflects Amcor’s geographic and end market diversification Geographic Diversification End Market Diversification Stronger Other Stronger Other 4% Consumer North America, • North America • Global healthcare 9% 47% • Rigid Packaging up LSD • Personal & home cleaning HPC • Flexibles up LSD 5% • Protein • Europe • Prepared meals • Flexibles up LSD Food 44% • Pet care Western • Asia Healthcare 14% • Coffee Europe, 24% • Flexibles up MSD Weaker ANZ, Weaker 3% Asia, 9% • Latin America Beverage • Wine capsules Latam, 12% Eastern • Rigid Packaging down LSD 24% • Confectionary Europe, • Flexibles down MSD 5% • Convenience channel • On premise consumption Notes: LSD (low single digit % growth), MSD (mid single digit % growth). % growth rates reflect volume contribution to constant currency sales growth in the six months ended 30 June 2020. Excludes raw materials 9 and price/mix impacts. Above pie-charts reflect FY20 sales mix. HPC is Home & Personal Care.

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FY20 results - Flexibles segment 10% EBIT growth on a constant currency basis – 5% organic growth plus $57 million of synergies Adjusted EBIT ($m) Adjusted EBIT margin Full year results highlights • Adjusted EBIT growth 10% on a constant currency basis 1,335 13.7% 1,239 12.3% • 5.2% organic growth • 4.6% ($57 million) synergy benefits • Favourable mix with growth in high value add product segments – including protein and healthcare • Excellent cost and operating performance FY19 FY20 FY19 FY20 Notes: Non-GAAP measures exclude items which management considers are not representative of ongoing operations. Further details related to non-GAAP measures and reconciliations to U.S. GAAP measures can 10 be found in the appendix section. Total pre tax synergy benefits delivered in FY20 were $80 million, with $57 million recognised in the Flexibles segment and the remaining $23 million recognised as a reduction in corporate expenses.

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FY20 results - Rigid Packaging segment Resilience and earnings growth in H2 after strong Q2 comparative Adjusted EBIT ($m) Adjusted EBIT margin Full year results highlights • 3% EBIT growth in H2 on a constant currency basis, as expected 308 10.7% 10.7% 290 • Earnings growth in first, third, and fourth quarters • Volumes higher • North America Beverage in line (hot fill 1% growth) • Latin America in line • Growth in Specialty Containers FY19 FY20 FY19 FY20 • Strong cost performance Non-GAAP measures exclude items which management considers are not representative of ongoing operations. Further details related to non-GAAP measures and reconciliations to U.S. GAAP measures can be 11 found in the appendix section.

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FY20 results - $1.2bn free cash flow, up 26% Outstanding working capital performance, continuing to invest and return capital to shareholders Year to date cash flow FY19 FY20 ($ million) • Disciplined capex spending in light of Bemis Adjusted EBITDA 1,394 1,913 integration and COVID-19 Interest and tax payments (368) (396) • Excellent working capital performance Capital expenditure (332) (400) - $150 million cash release funds Bemis integration costs Movement in working capital 53 213 Other (14) (110) Average working capital to sales (%) Adjusted free cash flow(1)(2) 733 1,220 Legacy Amcor (3) Pro Forma adjustments 237 - Combined Amcor and Bemis 10.7% 9.5% Pro Forma adjusted free cash flow(1)(2) 970 1,220 10.6% 9.6% (4) 9.0% Dividends (767) (761) 8.7% 8.9% 8.6% 8.3% Adjusted free cash flow after 203 459 dividends(1)(2) Jun 13 Jun 14 Jun 15 Jun 16 Jun 17 Jun 18 Jun 19 Jun-20 (1) Non-GAAP measures exclude items which management considers as not representative of ongoing operations. Further details related to non-GAAP measures and reconciliations to U.S. GAAP measures can be found in the appendix section. (2) Adjusted free cash flow excludes material transaction related costs because these cash flows are not considered to be directly related to the underlying business. 12 (3) Includes Bemis and remedy adjustments. (4) FY19 includes dividends paid to former Bemis shareholders of $87 million.

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FY20 results - Strong balance sheet and debt profile Investment grade balance sheet - Flexibility and capacity to invest Balance sheet June 2020 • Strong balance sheet metrics Net debt ($ million) 5,492 • No significant maturities within 12 months Net interest expense ($ million) 185 EBITDA interest cover (x) 10.4 • Ample liquidity of $2.5 bn, made up of: Leverage: Net debt / LTM EBITDA (x) 2.9 • Cash of $0.7 bn and $1.8 bn undrawn committed facilities Debt profile June 2020 Fixed / floating interest rate ratio 47% fixed Undrawn committed facilities ($ billion) 1.8 Non-current debt maturity (years) 4.6 13

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Guidance for fiscal year ending 30 June 2021 Amcor’s guidance contemplates a range of factors, however the COVID-19 pandemic creates higher degrees of uncertainty and additional complexity when estimating future financial results. For fiscal 2021, the Company expects: Adjusted constant currency EPS growth of approximately 5 to 10% compared to 64.2 cents in fiscal 2020 This guidance range includes pre-tax synergy benefits associated with the Bemis acquisition of approximately $50 to $70 million Adjusted free cash flow (before dividends) of approximately $1.0 to $1.1 billion While Amcor's business is expected to continue demonstrating resilience given it plays an important role in the supply of essential consumer goods, the level of earnings and free cash flow generated across the business could be impacted by COVID-19 related factors such as the extent and nature of any future operational disruptions across the supply chain, government imposed restrictions on consumer mobility and the pace of macroeconomic recovery in key global economies. The ultimate magnitude and duration of the pandemic’s impact on the business remains uncertain at this time. 14 Note: Reconciliations of the FY21 projected non-GAAP measures are not included herein because the individual components are not known with certainty as individual financial statements for fiscal 2021 have not been completed.

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Consistent shareholder returns Near term: controllable drivers of shareholder returns • Defensive organic growth • Additional cost synergies • Sustainable, compelling dividend • EPS growth from FY20 buy-back Longer term: unchanged Shareholder Value Creation Model 15

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Consistent performance and financial strength Strong, consistent Investment grade balance Sustainable, compelling results sheet dividend 4.7% 3.9X 12% 8% 2.9X 1.8% 5% S&P 500 4% 1.9% 2% Sales EBITDA EBIT EPS EPS + Amcor Industry average Amcor Industry average dividend CC Average (2014-2020) Leverage Current Dividend yield Notes: 2014 to 2018 Amcor legacy presented in accordance with IFRS. 2019 onwards presented in accordance with US GAAP. 2019 includes Bemis from date of acquisition. 16 CC : Constant currency. Leverage defined as Net Debt / EBITDA. Leverage and current dividend yield as of July 1, 2020. Industry average comprised of Aptar, Ardagh, Ball, Berry, Crown, Greif, Huhtamaki, Owens-Illinois, Pact, Sealed Air, Silgan, and Sonoco. Source: Goldman Sachs.

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Sustainability remains our most significant growth opportunity Responsible packaging is the answer Consumer Packaging design Waste management infrastructure participation Amcor is uniquely positioned as industry leader with Scale, Resources and Capabilities 17

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Responsible packaging – Amcor uniquely positioned to lead Making progress through meaningful actions Innovating Collaborating Informing Packaging design taking into account full Partner of choice with scale to maximise Technical expertise to inform and educate lifecycle environmental impacts reach and impact consumers . Good progress increasing number of . Flexible packaging recycling: . Proprietary survey research on Amcor products designed to be successful Phase 1 MRFF pilot in US European consumer purchasing habits recycled. On track to meet 2025 pledge . Only packaging company in ReSource: . “Choosing PET” campaign, and . 41% increase in Post Consumer Resin Plastic: improving measurement of educational content across social (PCR) used in FY20 - 1.7 million pounds collection and recycling rates media platforms . Initiated and convened NGO’s and customers behind the first packaging sustainability statement in China 2025 18

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Summary Milestone 2020 financial year 1. Strong financial results, demonstrating resilience 2. Bemis acquisition ahead of expectations and enhancing performance 3. Visibility to drivers of near-term value for shareholders 4. Continued progress on advancing sustainability agenda 5. Substantial opportunities to create value over the long-term 19

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Appendix slides FY20 Full year results – supplementary schedules and reconciliations

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FX translation impact FY20 currency impact Combined net income currency exposures(1) Total currency impact $ million Adjusted EBIT (31) EUR, 20-30% Adjusted net income (24) EUR:USD Euro weakened vs USD, Average USD million impact on FY USD to EUR rate FY20 0.9045 vs adjusted net income FY19 0.8767 (3%) (8) USD(2), 45-55% Other currencies(3):USD Other currencies(3), Other currencies weighted average USD million impact on FY 20-30% vs USD weakened for FY20 vs adjusted net income FY19 average rates (7%) (16) (1) Approximate range based on estimated combined adjusted net income by currency. 21 (2) Includes all businesses effectively managed as USD functional currency businesses. (3) Includes all currencies other than USD and EUR.

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Reconciliations of non-GAAP financial measures (1) Includes costs associated with the Bemis acquisition. The twelve months ended June 30, 2020 and 2019 includes $58 million and $16 million respectively of acquisition related inventory fair value step-up costs. 22 (2) The twelve months ended June 30, 2020 and 2019 includes $26 million and $5 million respectively of sales backlog amortization related to the Bemis acquisition. (3) Includes Bemis and remedy adjustments. EPS also adjusts for new shares issued to complete the Bemis combination.

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Reconciliations of non-GAAP financial measures (1) Other includes equity in income (loss) of affiliated companies, net of tax and general corporate expenses. (2) Includes costs associated with the Bemis acquisition. The twelve months ended June 30, 2020 and 2019 includes $58 million and $16 million respectively of acquisition related inventory fair value step-up costs. 23 (3) The twelve months ended June 30, 2020 and 2019 includes $26 million and $5 million respectively of sales backlog amortization related to the Bemis acquisition. (4) Includes Bemis and remedy adjustments. (5) Average funds employed includes shareholders equity and net debt, calculated using a four quarter average and LTM adjusted EBIT.

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Reconciliations of non-GAAP financial measures 24

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Reconciliations of non-GAAP financial measures 25

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