8-K
Amcor plc (AMCR)
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 |
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Date of Report (Date of earliest event reported): February 11, 2020
| AMCOR PLC | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Jersey (Channel Islands) | 3990 | 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) | ||
| N/A | ||
| (Former name or former address, if changed since last report) |
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 |
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 February 11, 2020, Amcor plc (the “Company”) issued a press release regarding results for the first half of fiscal year 2020. The press release is furnished as Exhibit 99.1 hereto. The Company is also furnishing an investor presentation relating to its first half of fiscal year 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 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 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | First Halfof Fiscal Year 2020 EarningsPress Release |
| 99.2 | Amcor plc Earnings Investor Presentation, First Half of Fiscal Year 2020 |
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. 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 | February 11, 2020 | /s/ Damien Clayton | |
| Name: | Damien Clayton | ||
| Title: | Company Secretary |
Document
| Exhibit 99.1 |
|---|
February 11, 2020 US; February 12, 2020 Australia
Amcor reports first half results and improved outlook for fiscal 2020
Amcor (NYSE: AMCR, ASX: AMC) today reported results for the six months ended December 31, 2019.
First Half Fiscal 2020 Highlights^(1)^
•GAAP net income of $252 million and earnings per share (EPS) of 15.5 cents per share;
•Adjusted EBIT of $699 million, up 4.4% in constant currency terms;
•Adjusted EPS of 29.2 cents per share, up 10.7% in constant currency terms;
•Quarterly dividend of 11.5 cents per share declared today;
•Total cash returns to shareholders of more than $600 million, including the repurchase of 21.9 million shares;
•Integration of the Bemis business progressing well, with approximately $30 million of pre-tax synergy benefits delivered in the first half of fiscal 2020 and outlook for fiscal 2020 pre-tax synergy benefits increased to $80 million; remain on track to deliver $180 million of total pre-tax synergy benefits over three years; and
•Fiscal 2020 outlook for adjusted EPS growth in constant currency terms improved to 7-10%.
| Amcor’s CEO Mr Ron Delia said: “Amcor delivered a good first half result and our outlook for fiscal 2020 adjusted EPS growth has improved to 7-10%. The integration of the Bemis business is on track and the combined flexible packaging business has achieved mid single digit organic growth in addition to the delivery of synergy benefits. We are making very good progress capturing synergies with momentum building ahead of our initial expectations and we are excited by the opportunities for the combined business as we look ahead." |
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| “Amcor's financial profile remains strong and will be enhanced further as we realize the full financial benefits from the Bemis acquisition. With over $1 billion of annual free cash flow, we are well placed to generate strong returns for shareholders by simultaneously investing in our core business, paying a compelling dividend, buying back shares and growing through acquisitions.” |
| “Today, Amcor is the global leader in consumer packaging with differentiated commercial and innovation capabilities, unparalleled scale and a global footprint. These powerful competitive advantages uniquely position us to serve our customers and to develop packaging solutions that are more sustainable and better for the environment." |
Key Financials^(1)^
| Half Year Ended December 31, | |||||
|---|---|---|---|---|---|
| GAAP results | 2018 | 2019 | |||
| Net sales | 4,546 | 6,184 | |||
| Net income | 237 | 252 | |||
| EPS (diluted US cents) | 20.4 | 15.5 | |||
| Half Year Ended December 31, | Reported ∆% | Constant Currency ∆% | |||
| Adjusted non-GAAP results | Combined 2018 | 2019 | |||
| Net sales | 6,429 | 6,184 | (3.8) | (2.4) | |
| EBIT | 678 | 699 | 3.1 | 4.4 | |
| Net income | 435 | 473 | 8.8 | 10.3 | |
| EPS (diluted US cents) | 26.8 | 29.2 | 9.2 | 10.7 |
(1) GAAP results for the prior year reflects the legacy Amcor business only. 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 combined financial information. Full 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.
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.
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 “Combined” represents the addition of Amcor and Bemis individual adjusted results for the half year ended December 31, 2018, after deducting for the required divestiture of certain flexible plants in Europe and the United States. See “Basis of Preparation of Supplemental Unaudited Combined Financial Statements” in this release for full details.
Bemis Acquisition Update
Integration of the Bemis business continues to progress well, with momentum building in the first half of fiscal 2020.
The company delivered approximately $30 million (pre-tax) of cost synergies primarily from overhead and procurement initiatives in the first half. Cost synergies have been realized faster than our initial expectations, and as a result, synergy benefits are now expected to reach approximately $80 million (pre-tax) in fiscal 2020 (previously $65 million).
We remain on track to achieve the previously announced benefits of $180 million (pre-tax) by the end of fiscal 2022.
Cash restructuring and integration costs of approximately $45 million were incurred in the first half of fiscal 2020. Total cash integration costs are estimated to be $150 million, with approximately $100 million expected to be incurred in fiscal 2020.
Capital Returns to Shareholders
$500 Million On-Market Share Buy-Back
Amcor repurchased 21.9 million shares during the first half of fiscal 2020 for a total cost of $223 million. The company expects to complete the $500 million buy-back program by the end of fiscal 2020.
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 17.1 Australian cents per share, which reflects the quarterly dividend of 11.5 cents per share converted at an average AUD:USD exchange rate of 0.6739 over the five trading days ended February 3, 2020.
The ex-dividend date will be March 3, 2020, the record date will be March 4, 2020 and the payment date will be March 24, 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 March 3, 2020 to March 4, 2020, inclusive.
First Half Financial Results^(1)^
Segment Information
| Combined | ||||||||
|---|---|---|---|---|---|---|---|---|
| Half Year Ended December 31, 2018 | Half Year Ended December 31, 2019 | |||||||
| Adjusted Financial Results | Net sales $ million | EBIT $ million | EBIT / Sales % | EBIT / Average funds employed %^(2)^ | Net sales $ million | EBIT $ million | EBIT / Sales % | EBIT / Average funds employed %^(2)^ |
| Flexibles | 5,025 | 582 | 11.6 | 14.2 | 4,846 | 620 | 12.8 | 14.4 |
| Rigid Packaging | 1,404 | 149 | 10.6 | 17.7 | 1,340 | 130 | 9.7 | 16.5 |
| Other | (1) | (52) | (2) | (51) | ||||
| Total Amcor | 6,429 | 678 | 10.6 | 13.4 | 6,184 | 699 | 11.3 | 13.8 |
(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 combined 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.
Net sales for the Amcor group of $6,184 million were 1.4% lower than the prior period in constant currency terms after excluding a 1.0% unfavorable impact from the pass through of lower raw material costs.
| Flexibles | |||||
|---|---|---|---|---|---|
| Half Year Ended December 31, | Reported ∆% | Constant Currency <br>∆% | |||
| Combined 2018 | 2019 | ||||
| Net sales | 5,025 | 4,846 | (3.6) | (2.0) | |
| Adjusted EBIT | 582 | 620 | 6.6 | 8.0 | |
| Adjusted EBIT / Sales % | 11.6 | 12.8 | |||
| Adjusted EBIT / Average funds employed % | 14.2 | 14.4 |
Flexibles segment net sales were 1.4% lower than the prior period in constant currency terms after excluding a 0.6% unfavorable impact from the pass through of lower raw material costs. Volumes grew modestly across the Flexibles North America and Flexibles Europe, Middle East and Africa businesses, offset by lower volumes and unfavorable mix in the Flexibles Latin America and Specialty Cartons businesses.
Adjusted EBIT of $620 million was 8% higher than last year in constant currency terms and includes approximately $20 million (or 3%) of synergy benefits related to the Bemis acquisition. The remaining 5% organic growth reflects strong cost performance and year over year benefits from the normal time lag in recovering raw material cost movements, partly offset by the unfavorable earnings impact of lower sales.
Adjusted EBIT margins of 12.8% increased 120 bps compared to the prior year period.
In Europe, volumes grew across a range of end markets including protein, dairy, pet care, coffee, medical and ready meals. Earnings also benefited from delivery of synergies and overall operating cost performance.
In North America, volumes grew in the high value protein, liquids and healthcare segments and operating cost performance was strong. Delivery of synergy benefits gained momentum throughout the first half and long term commitments have been secured with a number of large customers during the period, reflecting the strength of Amcor's enhanced value proposition.
In Latin America, volumes were lower reflecting challenging economic conditions across the region and the impact of volumes lost within the legacy Bemis business prior to the acquisition close. This was partly offset by the delivery of synergy benefits. The company has also taken steps to simplify the portfolio in Latin America with the sale of its interest in a tube laminate joint venture.
In Asia Pacific, volumes were higher across the emerging markets of India, China and South East Asia, with India performing particularly well as volumes ramped up in a new greenfield plant. Earnings were favorably impacted by the delivery of synergy benefits and strong operating cost performance.
Net sales generated from specialty folding carton products were lower than the prior period due to weaker volumes in Europe, and in particular in Eastern Europe where there was an increase in the prevalence of illicit trade as well as customer destocking. This was partly offset by higher earnings in the Asia and Americas regions and continued growth in reduced risk product categories.
| Rigid Packaging | |||||
|---|---|---|---|---|---|
| Half Year Ended December 31, | Reported ∆% | Constant Currency <br>∆% | |||
| 2018 | 2019 | ||||
| Net sales | 1,404 | 1,340 | (4.6) | (4.0) | |
| Adjusted EBIT | 149 | 130 | (12.5) | (11.9) | |
| Adjusted EBIT / Sales % | 10.6 | 9.7 | |||
| Adjusted EBIT / Average funds employed % | 17.7 | 16.5 |
Rigid Packaging segment net sales were 1.6% lower than the prior period in constant currency terms after excluding a 2.4% unfavorable impact from the pass through of lower raw material costs, with no impact from volumes but unfavorable mix compared to the prior year.
Adjusted EBIT of $130 million was lower against a particularly strong comparative period, which was highlighted in our first quarter results. We anticipate a return to profit growth for the Rigid Packaging segment in the second half of fiscal 2020.
In North America, earnings were lower in the current period as overall mix was unfavorable in both beverage and specialty containers, which also led to higher costs. This compares to the prior period which benefited from exceptionally strong mix. Beverage volumes were 0.2% lower than last year with hot fill container volumes up 4% despite a strong comparative period, driven by market growth and share gains as a range of customers launch new products in the PET format.
In Latin America, volumes were 2% higher compared with the first half of last year, however earnings were lower than the strong result achieved in the prior period. This reflects unfavorable mix across the portfolio and lower earnings in Argentina where the early recovery of cost inflation benefited the second quarter result last year.
| Other | ||
|---|---|---|
| Half Year Ended December 31, | ||
| Adjusted EBIT | Combined 2018 | 2019 |
| Equity earnings in affiliates, net of tax | 7 | 5 |
| Corporate expenses | (59) | (55) |
| Total Other | (52) | (51) |
Corporate expenses of $55 million include approximately $10 million of synergy benefits related to the Bemis acquisition.
Net interest and income tax expense
Net interest expense for the six months ended December 31, 2019 was $99 million compared with combined net interest expense of $138 million in the prior period and primarily reflects benefits from lower borrowing costs as several long dated fixed rate facilities matured during the half.
GAAP income tax expense for the six months ended December 31, 2019 was $67 million. Excluding amounts related to non-GAAP adjustments, adjusted income tax expense for the six months ended December 31, 2019 was $123 million, representing an effective tax rate of 20.5%.
Cash flow and balance sheet
Adjusted free cash flow (before dividends) was $310 million and includes the impact of higher cash earnings and improved working capital performance offset by higher net capital expenditure.
Net debt was $5,537 million at December 31, 2019, broadly in line with net debt as of June 30, 2019. Leverage, measured as net debt divided by adjusted trailing twelve month EBITDA, was 2.9 times as of December 31, 2019.
Fiscal 2020 Outlook
The company expects:
•Adjusted constant currency EPS growth in fiscal 2020 of approximately 7-10% (previously 5-10%).
◦Compared with adjusted combined EPS of 58.2 US cents per share in fiscal 2019 and assuming fiscal 2019 average exchange rates, this implies a constant currency EPS range of 62.0 - 64.0 US cents per share (previously 61.0 - 64.0 US cents per share).
◦Assuming average exchange rates for the first half of fiscal 2020 prevail for the remainder of the year, currency would have an unfavorable impact on reported EPS of approximately one US cent per share.
◦This range includes anticipated pre-tax synergy benefits associated with the Bemis acquisition of approximately $80 million (previously $65 million).
•Free cash flow (before dividends) of over $1 billion before approximately $100 million of cash integration costs.
◦Equivalent to $300 - $400 million after dividends but before cash integration costs.
The company also expects:
◦Corporate expenses before synergies of $160 - $170 million in constant currency terms;
◦Net interest costs of $210 - $230 million (previously $230 - $250 million) in constant currency terms; and
◦Adjusted effective tax rate of 21% - 23%.
Conference Call
Amcor is hosting a conference call with investors and analysts to discuss these results Tuesday, February 11, 2020 at 5:30 pm US Eastern Time / February 12, 2020 at 9.30 am Australian Eastern Daylight 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 1837796:
•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 audiocast 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 50,000 Amcor people generate $13 billion in sales from operations that span about 250 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 | Jay Koval |
| Head of Investor Relations | Vice President Investor Relations | Vice President Investor Relations |
| Amcor | Amcor | Amcor |
| +61 3 9226 9028 | +61 3 9226 9070 | +1 224 313 7127 |
| tracey.whitehead@amcor.com | damien.bird@amcor.com | jay.koval@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 communication contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. Amcor plc (“Amcor”) 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 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 results and projections made herein to differ from expectations include, but are not limited to: 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; the loss of key customers or a reduction in production requirements of key customers; fluctuations in consumer demand patterns; significant competition in the industries and regions in which Amcor operates; failure by Amcor to expand its business; the potential loss of intellectual property rights; price fluctuations or shortages in the availability of raw materials, energy and other inputs; disruptions to production and supply; costs and liabilities related to current and future environmental, health and safety regulations; the possibility of labor disputes; uncertainties related to future dividend payments and share buy-backs; fluctuations in our credit ratings; other risks related to the business, including the effects of industry, economic or political conditions, legal and regulatory proceedings, interest rates, exchange rates and international operations; 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 and in Amcor’s quarterly reports on Form 10-Q. You can obtain copies of Amcor’s filings with the SEC for free at the SEC’s website (www.sec.gov). Forward-looking statements included herein are made only as of the date hereof and Amcor does not undertake 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.
On-market share buy-back
Under the buy-back, any repurchases will be effected in accordance with Amcor plc’s general authority to repurchase shares and CDIs established and in accordance with all relevant legal and regulatory requirements. The company may not complete the buy-back on the estimated timeline, is not obliged to make any repurchases and the buy-back may be suspended for periods or discontinued at any time.
Amcor and Bemis combination
On June 11, 2019, the all-stock acquisition of Bemis Company, Inc. was completed under the terms of the agreement announced on August 6, 2018. Pursuant to that agreement, Bemis shareholders received 5.1 Amcor shares for each Bemis share held and Amcor Limited shareholders received one Australian Securities Exchange listed CHESS Depositary Instrument for each share held. As a result of these share exchanges, the assets of both Amcor Limited and Bemis were merged into Amcor, and Amcor was determined to be the acquirer for accounting purposes. As a result, the historical financial statements of Amcor, prepared under U.S. generally accepted accounting principles ("U.S. GAAP"), for the periods prior to the combination are considered to be the historical financial statements of Amcor Limited.
Basis of Preparation of Supplemental Unaudited Combined Financial Information
In order to provide the most meaningful comparison of results of operations and results by reporting segment, the Company has included Supplemental Unaudited Combined Financial Information, which combines Amcor and Bemis historical operating results and has been prepared to illustrate the effects of the combination, assuming 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.
Presentation of non-GAAP financial information
Included in this announcement 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.
U.S. GAAP Condensed Consolidated Statement of Income (Unaudited)
| Three Months Ended December 31, | Half Year Ended December 31, | |||
|---|---|---|---|---|
| ($ million) | 2018 | 2019 | 2018 | 2019 |
| Net sales | 2,285 | 3,043 | 4,546 | 6,184 |
| Cost of sales | (1,832) | (2,426) | (3,701) | (5,020) |
| Gross profit | 453 | 617 | 845 | 1,164 |
| Selling, general and administrative expenses | (205) | (308) | (404) | (680) |
| Research and development expenses | (17) | (24) | (32) | (49) |
| Restructuring and related expenses | (40) | (24) | (52) | (42) |
| Other income, net | 31 | 11 | 42 | 20 |
| Operating income | 222 | 272 | 399 | 413 |
| Interest expense, net | (47) | (46) | (100) | (99) |
| Other non-operating income (loss), net | 6 | 4 | 3 | 12 |
| Income from continuing operations before income taxes and equity in income (loss) of affiliated companies | 180 | 231 | 302 | 326 |
| Income tax expense | (31) | (45) | (53) | (67) |
| Equity in income (loss) of affiliated companies, net of tax | (9) | 2 | (7) | 5 |
| Income from continuing operations | 141 | 188 | 242 | 264 |
| Income (loss) from discontinued operations, net of tax^(1)^ | — | — | — | (8) |
| Net income | 141 | 188 | 242 | 256 |
| Net (income) loss attributable to non-controlling interests | (2) | (2) | (5) | (4) |
| Net income attributable to Amcor plc | 139 | 186 | 237 | 252 |
| USD:EUR FX rate | 0.8765 | 0.9035 | 0.8682 | 0.9013 |
| Basic earnings per share attributable to Amcor | 0.120 | 0.115 | 0.205 | 0.155 |
| Diluted earnings per share attributable to Amcor | 0.120 | 0.115 | 0.204 | 0.155 |
| Weighted average number of shares outstanding – Basic | 1,154 | 1,613 | 1,154 | 1,618 |
| Weighted average number of shares outstanding - Diluted | 1,157 | 1,615 | 1,158 | 1,620 |
(1) Represents 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)
| Half Year Ended December 31, | ||
|---|---|---|
| ($ million) | 2018 | 2019 |
| Net income | 242 | 256 |
| Depreciation, amortization and impairment | 187 | 332 |
| Changes in working capital | (223) | (192) |
| Other non-cash items | 29 | (53) |
| Net cash provided from operating activities | 235 | 342 |
| Purchase of property, plant and equipment and other intangible assets | (172) | (207) |
| Proceeds from sale of property, plant and equipment and other intangible assets | 60 | 3 |
| Proceeds from divestiture | — | 397 |
| Net debt (repayments) proceeds | 83 | 177 |
| Dividends paid | (291) | (391) |
| Share buy-back | — | (223) |
| Other, including effects of exchange rate on cash and cash equivalents | (45) | (27) |
| Net (decrease) increase in cash and cash equivalents | (130) | 72 |
| Cash and cash equivalents at the beginning of the period | 621 | 602 |
| Cash and cash equivalents at the end of the period | 491 | 674 |
U.S. GAAP Condensed Consolidated Balance Sheet (Unaudited)
| ($ million) | June 30, 2019 | December 31, 2019 |
|---|---|---|
| Cash and cash equivalents | 602 | 674 |
| Trade receivables, net | 1,864 | 1,669 |
| Inventories, net | 1,954 | 1,892 |
| Assets held for sale^(1)^ | 416 | — |
| Property, plant and equipment, net | 3,975 | 3,758 |
| Goodwill and other intangible assets, net | 7,463 | 7,340 |
| Other assets | 891 | 1,500 |
| Total assets | 17,165 | 16,833 |
| Trade payables | 2,303 | 2,076 |
| Short-term debt and current portion of long-term debt | 794 | 357 |
| Long-term debt, less current portion | 5,309 | 5,854 |
| Liabilities held for sale^(1)^ | 21 | — |
| Accruals and other liabilities | 3,063 | 3,143 |
| Shareholders equity | 5,675 | 5,403 |
| Total liabilities and shareholders equity | 17,165 | 16,833 |
(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
Reconciliation of adjusted Earnings before interest, tax, depreciation and amortization (EBITDA), Earnings before interest and tax (EBIT), Net income and Earnings per share (EPS)
| Half Year Ended December 31, 2018 | Half Year Ended December 31, 2019 | |||||||
|---|---|---|---|---|---|---|---|---|
| (USD million) | EBITDA | EBIT | Net Income | EPS (Diluted<br>US cents) | EBITDA | EBIT | Net Income | EPS (Diluted US cents) |
| Net income attributable to Amcor | 237 | 237 | 237 | 20.4 | 252 | 252 | 252 | 15.5 |
| Net income attributable to non-controlling interests | 5 | 5 | 4 | 4 | ||||
| (Income) loss from discontinued operations | — | — | 8 | 8 | 8 | 0.5 | ||
| Tax expense | 53 | 53 | 67 | 67 | ||||
| Interest expense, net | 100 | 100 | 99 | 99 | ||||
| Depreciation and amortization | 166 | 321 | ||||||
| EBITDA, EBIT, Net income and EPS | 561 | 395 | 237 | 20.4 | 751 | 429 | 259 | 16.0 |
| Material restructuring and related costs | 38 | 38 | 38 | 3.3 | 41 | 41 | 41 | 2.5 |
| Impairment in equity method investments | 14 | 14 | 14 | 1.2 | — | — | — | — |
| Net investment hedge not qualifying for hedge accounting | (2) | (2) | (2) | (0.1) | — | — | — | — |
| Material transaction and other costs^(1)^ | 35 | 35 | 35 | 3.0 | 101 | 101 | 101 | 6.3 |
| Material impact of hyperinflation | 19 | 19 | 19 | 1.6 | 19 | 19 | 19 | 1.1 |
| Net legal settlements | (16) | (16) | (16) | (1.3) | — | — | — | — |
| Amortization of acquired intangibles^(2)^ | 10 | 10 | 0.8 | 109 | 109 | 6.8 | ||
| Tax effect of above items | (14) | (1.2) | (56) | (3.5) | ||||
| Adjusted EBITDA, EBIT, Net income and EPS | 650 | 493 | 321 | 27.7 | 911 | 699 | 473 | 29.2 |
| Combined Adjustments^(3)^ | 254 | 185 | 114 | (0.9) | — | — | — | — |
| Combined Adjusted EBITDA, EBIT, Net income and EPS | 904 | 678 | 435 | 26.8 | 911 | 699 | 473 | 29.2 |
(1) Includes costs associated with the Bemis acquisition. The half year ended December 31, 2019 includes $58 million of acquisition related inventory fair value step-up recognized in the September 2019 quarter.
(2) The half year ended December 31, 2019 includes $26 million of sales backlog amortization related to the Bemis acquisition recognized in the September 2019 quarter.
(3) Includes Bemis and remedy adjustments. EPS also adjusts for new shares issued to complete the Bemis combination.
Reconciliation of adjusted EBIT by reporting segment
| Half Year Ended December 31, 2018 | Half Year Ended December 31, 2019 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ million) | Combined Flexibles | Rigid Packaging | Combined Other^(1)^ | Total Combined | Flexibles | Rigid Packaging | Other^(1)^ | Total | ||||||
| Net income attributable to Amcor | 237 | 252 | ||||||||||||
| Net income attributable to non-controlling interests | 5 | 4 | ||||||||||||
| (Income) loss from discontinued operations | — | 8 | ||||||||||||
| Tax expense | 53 | 67 | ||||||||||||
| Interest expense, net | 100 | 99 | ||||||||||||
| EBIT | 359 | 91 | (54) | 395 | 409 | 101 | (81) | 429 | ||||||
| Material restructuring and related costs | — | 38 | — | 38 | 32 | 6 | 3 | 41 | ||||||
| Impairment in equity method investments | — | — | 14 | 14 | — | — | — | — | ||||||
| Net investment hedge not qualifying for hedge accounting | — | — | (2) | (2) | — | — | — | — | ||||||
| Material transaction and other costs^(2)^ | 1 | 1 | 33 | 35 | 73 | 2 | 27 | 101 | ||||||
| Material impact of hyperinflation | 3 | 17 | — | 19 | — | 19 | — | 19 | ||||||
| Net legal settlement | — | — | (16) | (16) | — | — | — | — | ||||||
| Amortization of acquired intangibles^(3)^ | 7 | 3 | — | 10 | 107 | 3 | — | 109 | ||||||
| Adjusted EBIT | 369 | 149 | (24) | 493 | 620 | 130 | (51) | 699 | ||||||
| Combined Adjustments^(4)^ | 213 | — | (28) | 185 | — | — | — | — | ||||||
| Combined Adjusted EBIT | 582 | 149 | (52) | 678 | 620 | 130 | (51) | 699 | ||||||
| Adjusted EBIT / sales % | 11.6 | % | 10.6 | % | 10.6 | % | 12.8 | % | 9.7 | % | 11.3 | % | ||
| Average funds employed^(5)^ | 8,687 | 1,783 | 8,786 | 1,773 | ||||||||||
| Adjusted EBIT / average funds employed % | 14.2 | % | 17.7 | % | 13.4 | % | 14.4 | % | 16.5 | % | 13.8 | % |
(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 half year ended December 31, 2019 includes $58 million of acquisition related inventory fair value step-up recognized in the September 2019 quarter.
(3) The half year ended December 31, 2019 includes $26 million of sales backlog amortization related to the Bemis acquisition recognized in the September 2019 quarter.
(4) Includes Bemis and remedy adjustments.
(5) Average funds employed includes shareholders equity and net debt, calculated using a four quarter average and LTM adjusted EBIT.
Reconciliation of adjusted free cash flow and cash flow after dividends
| ($ million) | Half Year Ended December 31, 2019 |
|---|---|
| Net cash provided from operating activities | 342 |
| Net capital expenditure | (204) |
| Operating cash flow related to divested operations | 60 |
| Material transaction and integration related costs^(1)^ | 112 |
| Adjusted free cash flow (before dividends)^(2)^ | 310 |
| Dividends | (391) |
| Adjusted cash flow after dividends | (81) |
(1) Includes cash integration costs of $45 million.
(2) Adjusted free cash flow excludes material transaction related costs because these cash flows are not considered to be directly related to the underlying business.
Reconciliation of net debt
| ($ million) | June 30, 2019 | December 31, 2019 |
|---|---|---|
| Cash and cash equivalents | (602) | (674) |
| Short-term debt | 789 | 353 |
| Current portion of long-term debt | 5 | 4 |
| Long-term debt excluding current portion of long-term debt | 5,309 | 5,854 |
| Net debt | 5,502 | 5,537 |
Supplemental Unaudited Combined Amcor and Bemis 2018 Financial Information for the Half Year Ended December 31, 2018
The Supplemental Unaudited Combined Financial Information presented for the half year ended December 31, 2018 reflects estimates for Amcor as if the Bemis acquisition took effect on July 1, 2018.
Key combined financial measures and ratios^(1)^
| Amcor^(2)^ | Bemis^(3)^ | Adjustments^(4)^ | Combined Results | |
|---|---|---|---|---|
| Net sales ($ million) | 4,546 | 2,029 | (146) | 6,429 |
| Adjusted EBITDA ($ million) | 650 | 294 | (40) | 904 |
| Adjusted EBIT ($ million) | 493 | 212 | (27) | 678 |
| Adjusted Net income ($ million) | 321 | 135 | (22) | 435 |
(1) Further details related to non-GAAP measures and reconciliations are presented above. Refer "Basis of Preparation of Supplemental Unaudited Combined Financial Statements' in this release for full details.
(2) Adjusted financial result of the legacy Amcor business from July 1, 2018 to December 31, 2018.
(3) Adjusted financial result of the legacy Bemis business from July 1, 2018 to December 31, 2018.
(4) Elimination of financial results attributable to flexible packaging plants in Europe and the United States which were required to be sold to secure anti-trust approval for the Bemis acquisition. Refer "Basis of Preparation of Supplemental Unaudited Combined Financial Statements' in this release for full details.
Bemis synergies
| Pre-tax Benefits | ||||
|---|---|---|---|---|
| ($ million) | Cash Integration Costs | Flexibles | Other | Total |
| Recognized in 1H20 | 45 | 20 | 10 | 30 |
| Expected balance to be recognized in 2H20 | 50 - 60 | 50 | ||
| Expected to be recognized in FY21 & FY22 | ~50 | 100 | ||
| Cumulative costs and benefits | ~150 | 180 |
13
amcor2q2020exhibit992-de
Exhibit 99.2 2020 Half Year Results Ron Delia CEO Michael Casamento CFO February 11, 2020 US February 12, 2020 Australia NYSE: AMCR | ASX: AMC
Disclaimers Cautionary Statement Regarding Forward-Looking Statements This presentation contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. Amcor plc (“Amcor or 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 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 results and projections made herein to differ from expectations include, but are not limited to: 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; the loss of key customers or a reduction in production requirements of key customers; fluctuations in consumer demand patterns; significant competition in the industries and regions in which Amcor operates; failure by Amcor to expand its business; the potential loss of intellectual property rights; price fluctuations or shortages in the availability of raw materials, energy and other inputs; disruptions to production and supply; costs and liabilities related to current and future environmental, health and safety regulations; the possibility of labor disputes; uncertainties related to future dividend payments and share buy-backs; fluctuations in our credit ratings; other risks related to the business, including the effects of industry, economic or political conditions, legal and regulatory proceedings, interest rates, exchange rates and international operations; 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. 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. Presentation of non-GAAP financial information and prior year financial information Included in this presentation are measures of financial performance that are not calculated in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). These measures include EBITDA and adjusted EBITDA (calculated as earnings before interest, tax, depreciation and amortization), EBIT and adjusted EBIT (calculated as earnings before interest and tax), net income and adjusted net income, earnings per share and adjusted earnings per share, free cash flow and adjusted free cash flow, adjusted cash flow after dividends, net debt, and any ratios related thereto. Amcor believes that these non-GAAP financial measures are useful to enable investors to perform comparisons of current and historical performance of the Company. These non-GAAP financial measures should not be considered as an alternative to results determined in accordance with U.S. GAAP. For each of these non-GAAP financial measures, a reconciliation to the most directly comparable U.S. GAAP financial measure has been provided in the Appendix. Additional important information regarding non-GAAP financial measures is included in Amcor’s earnings press release, also issued today. On 11 June 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. GAAP for periods prior to the completion date reflect the historical financial information for the legacy Amcor business only. Financial information included in this release and described as “Combined” represent the addition of Amcor and Bemis individual results for the period ended December 31, 2018, after adjusting 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. 2
Safety Committed to our goal of ‘no injuries’ Recordable-case frequency rate 6% fewer RC’s than 1H19 on a comparable basis 4.5 4.1 4.0 4 Acquisition • 65% of Amcor sites injury free in the 3.5 3.4 impacts 3.2 first half 3 2.6 2.6 2.5 2.4 2.0 2.1 • Focused on aligning safety practices 2 2.0 2.0 across all sites 1.5 1 0.5 0 Notes: 3 Recordable cases per 1,000,000 hours worked. 2010 to 2012 data includes the demerged Orora business. Total rates for 2015 to 2018 include acquired businesses from the first day of ownership. The Bemis acquisition is excluded from 2019 but included thereafter. *The increase in the frequency rate between 2016 and 2018 reflects the inclusion of the Alusa and Sonoco acquisitions and the increase between 2019 and 1H20 reflects the inclusion of the Bemis acquisition.
Key messages for today Good first half result; improved outlook for fiscal 2020 1. H1 earnings growth and strong cash flow 2. Full year 2020 outlook improved 3. Bemis integration progressing well 4. Leading the way on sustainability 5. Uniquely positioned for the long-term 4
Half year adjusted financial results(1) Strong earnings growth Faster synergy delivery >$600 million cash returns to shareholders $699 m 11.3% $473 m 29.2 cps Quarterly 22 million dividend of shares 11.5 cps repurchased +4.4% +70 bps +10.3% +10.7% EBIT EBIT Net EPS margin income Growth vs prior year (constant currency) (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 5 be found in the appendix section.
Bemis acquisition: FY20 synergy outlook increased to $80m Cost synergies of ~$30(1) million in the first half; On track to deliver $180 million(2) by end of year three Expected from the following areas: Estimated realization ($m): 40% 100% 180 130 20% 80 40% 30 30 30 Procurement Operations G&A & other Total cost FY 2020 FY 2021 FY 2022 costs synergies 6 (1) Total pre tax synergy benefits delivered in 1H20 were $30 million, with $20 million recognised in the Flexibles segment and the remaining $10 million recognised as a reduction in corporate expenses. (2) Pre-tax annual net cost synergies.
Flexibles segment Organic growth plus delivery of synergy benefits (1) Adjusted EBIT Adjusted EBIT • Volume growth in the larger Flexibles North America ($m) margin(1) and European businesses. 12.8% • 8% EBIT growth: 620 • 5% organic growth 11.6% • 3% synergy benefits ($20 million)(2) 582 • Strong cost performance • Excited about long-term prospects • Secured several long term customer commitments reflecting strength of Amcor’s value proposition • Opportunities to further leverage commercial capabilities and innovation 1H19 1H20 1H19 1H20 (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 7 found in the appendix section. (2) Total pre tax synergy benefits delivered in 1H20 were $30 million, with $20 million recognised in the Flexibles segment and the remaining $10 million recognised as a reduction in corporate expenses.
Rigid Packaging segment Cycled a strong first half comparative; growth expected in second half Adjusted EBIT(1) Adjusted ($m) RoAFE(1) (2) • North America 149 • Overall mix unfavourable leading to higher costs, compared 17.7% with favourable mix benefits last year 130 16.5% • Beverage volumes flat (hot fill volume growth of 4%) • Market growth and new product launches in PET format • Latin America • Volume growth of 2%; mix unfavourable • Early recovery of cost inflation in Argentina in the prior period • Anticipate a return to growth in the second half of fiscal 2020 1H19 1H20 1H19 1H20 (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 8 be found in the appendix section. (2) Adjusted Returns on Average Funds Employed. Calculated as LTM adjusted EBIT divided by average funds employed (four quarter average).
Strong cash flow and cash returns to shareholders Supported by earnings growth and working capital improvements Cash flow ($ million) 1H20 FY20 outlook Adjusted EBITDA 911 Interest and tax payments (181) Shares Capital expenditure (net of asset sale proceeds) (204) Dividends repurchased $391m Movement in working capital (136) $223m Other (81) Adjusted free cash flow(1)(2) 310 >1 billion(3) Dividends (391) 300 – 400 Free cash flow after dividends(1) (81) million(3) Total cash returns >$600m Average working capital to sales 10.4% (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. 9 (2) Excludes Bemis transaction and integration related costs of $112 million of which $45 million is cash integration costs. (3) Before expected cash integration costs of ~$100 million in FY20.
Strong balance sheet and debt profile Balance sheet Dec 19 Debt profile Dec 19 Net debt ($ million) 5,537 Fixed / floating-interest rate ratio 29% fixed Net interest expense ($ million) 99 Bank debt / total debt 13% bank EBITDA interest cover (x) 8.8 Undrawn committed facilities ($ million) 1,916 Net debt / EBITDA (x) 2.9 Non-current debt maturity (years) 4.1 Strong balance sheet • Leverage at 2.9x • EBITDA interest cover of 8.8x • Fiscal 2020 net interest expense guidance $210 million - 230 million Balance sheet provides flexibility and capacity to invest 10
Improved outlook for fiscal 2020 Fiscal 2020 guidance Previous FY20 Current FY20 FY19 combined guidance guidance Estimated adjusted EPS constant currency growth % 5-10% 7-10% Adjusted EPS (cps) in constant currency terms 58.2 cents 61.0-64.0 cents * 62.0-64.0 cents * Pre-tax synergy benefits $65 million $80 million Cash flow before dividends (before cash integration costs) >$1 billion >$1 billion Cash flow after dividends (before cash integration costs) $300 - $400 million $300 - $400 million Cash integration costs ~$100 million ~$100 million Previous FY20 Current FY20 Additional guidance metrics for the 2020 fiscal year guidance guidance Corporate expenses before synergies in constant currency terms $160 - $170 million $160 - $170 million Net interest costs in constant currency terms $230 - $250 million $210 - $230 million Adjusted effective tax rate 21-23% 21-23% *Implied constant currency EPS range calculated using average fiscal 2019 exchange rates. Assuming average exchange rates for the first half of fiscal 2020 prevail for the remainder of the year, currency would have an unfavourable impact on reported EPS of approximately one US cent per share. 11 Note: Reconciliations of the 2020 projected non-GAAP measures are not included herein because the individual components are not known with certainty as individual financial statements for FY20 have not been completed.
Amcor Strategy Our businesses FOCUSED PORTFOLIO: Flexible Packaging Rigid Packaging Specialty Cartons Closures Our differentiated capabilities THE AMCOR WAY: Our winning aspiration Significant growth opportunities WINNING FOR CUSTOMERS, EMPLOYEES, THE leading global packaging company INVESTORS AND THE ENVIRONMENT: 12
Capital allocation framework Amcor Shareholder Value Creation Model Dividend (~ $750m) Historical yield of ~ 4% Strong, Total shareholder defensive cash Reinvestment Organic EPS growth value of 10-15% per flow (~ $500m) of ~ 3-4% annum with low volatility Acquisitions and/or buy-backs EPS growth of ~ 2-7% (~ $300-400m) Controllable growth levers: Organic growth, $180m synergies, $500m buy-back, compelling dividend 13
Fully committed and investing 2025 Pledge announced Jan 2018 Targeted investment: Develop all our Increase use of Collaborate to increase $50 million packaging to be post-consumer recycling rates R&D infrastructure, recyclable or recycled content worldwide manufacturing equipment and reusable by 2025 partnerships 14
Our Sustainability “Point of View” There will always be a Requirements of packaging are Responsible packaging Amcor is uniquely role for packaging increasing: end of life solutions / is the answer positioned and taking waste reduction are critical action to lead the way Consumers want Achieving less To Preserve food To innovate and packaging to be: waste takes: and healthcare develop new products • Cost effective 1. Packaging Design products • Convenient To Protect • Easy to use 2. Waste Management To collaborate consumers • Great looking Infrastructure with stakeholders AND To Promote 3. Consumer To inform the brands Sustainable, leading Participation debate to LESS WASTE 15
Responsible packaging is the answer Achieving less waste takes: Packaging Waste Consumer design management participation infrastructure Greenhouse gas Recycling emissions* rate (%) Flexible 5 0 packaging PET bottle 7 30 Composite carton 6 10 Aluminium can 27 66 Glass bottle 26 33 Source: PTIS Global. *Kg-CO2 equivalent, ‘000 16
Uniquely positioned and taking action: Innovation Lighter Weight Recyclable 17
Uniquely positioned and taking action: Innovation Existing product Conversion from Brand relaunch now 100% glass to in PET recycled PET 100% recycled PET Continued innovation: >200k tonnes less virgin resin used p.a. by 2025 Effective markets: >1 million tonnes recycled resin demand created through 2025 18
Uniquely positioned and taking action: Collaborating and informing Bilateral top-to-top customer summits 19
Summary Good first half result; improved outlook for fiscal 2020 1. H1 earnings growth and strong cash flow 2. Full year 2020 outlook improved 3. Bemis integration progressing well 4. Leading the way on sustainability 5. Uniquely positioned for the long-term 20
2020 Half Year Results supplementary information 11 February 2020 US NYSE: AMCR | ASX: AMC 12 February 2020 Australia
Amcor Amcor: Global leader in consumer packaging profile 27% Rigid Packaging ~ $3bn North America #1 Flexibles FY19 46% Flexibles EMEA #1 North America #1 sales mix ~ $6bn 3% ~ $0.5bn Flexibles #1 Asia Pacific 24% ~ $3bn Rigid Packaging Latin America #1 Flexibles #1 North America Western Europe Latin America ANZ Emerging Markets Specialty Cartons, #1 Global ~$13B ~$1.9B1 >$1.4B2 ~50,000 ~250 Sales EBITDA Cash Flow People Sites Note: Sales, EBITDA, cash flow, people and site information presented on a combined basis. 22 (1) Excludes estimated synergy benefits of $180 million expected to be realized by the end of the 2022 fiscal year. (2) Adjusted combined cashflows before capital expenditure, dividends and transaction costs for FY19.
Amcor Focused global portfolio profile $13bn combined sales by product type, end market and geography Closures 3% Other Australia Specialty & NZ cartons 14% Emerging 3% 9% Western markets HPC Europe 27% 6% 24% Flexible Food Rigid packaging product 44% packaging 67% Healthcare end market geography 21% type 12% Beverage North 24% America 46% Notes: Reflects FY19 combined sales revenue which excludes results from flexible packaging plants in Europe and the United States which were required to be sold in order to secure anti-trust approval for the Bemis 23 acquisition. HPC is Home & Personal Care.
Amcor Amcor Flexibles overview profile Combined sales by Combined sales by region end market 11% 17% 38% 6% 36% 8% 54% 15% 15% Europe, Middle East and Africa Food Healthcare Asia Pacific Beverage North America Home & Personal care Latin America Other 2019 combined 2019 combined Plants Countries Employees sales Adjusted EBIT $10.1bn $1,239m ~190 38 ~43,000 Notes: Reflects FY19 combined sales revenue which excludes results from flexible packaging plants in Europe and the United States which were required to be sold in order to secure anti-trust approval for the Bemis 24 acquisition. 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.
Bemis acquisition: strategic rationale Stronger value proposition for customers, employees Global and the environment Best-in-class footprint capabilities Flexibles Europe Flexibles North America $3.3bn sales Commitment to Greater scale environmental $3.3bn sales sustainability Flexibles Asia $1.3bn sales Flexibles Latin Attractive end America Management markets talent $0.9bn sales 25 Notes: Reflects FY19 combined sales revenue excluding sales from flexible packaging plants in Europe and the United States which were required to be sold in order to secure anti-trust approval for the Bemis acquisition.
Amcor Amcor Rigid Packaging overview profile Sales by geography Sales by product category 6% 19% 14% 29% North 28% 13% America Latin America USD 2.3bn USD 0.6bn sales sales 73% 81% 37% North America Latin America Cold fill beverage Hot fill beverage Specialty containers Closures 2019 Sales 2019 Adjusted Plants Countries Employees EBIT $2.9bn $308m ~60 12 ~6,000 26 Notes: 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.
Amcor North America beverage profile North America Amcor Rigid Packaging – FY19 beverage market volume mix – FY19 100% 8% 2% 90% 80% 70% 60% 45% 50% 55% 40% 30% 20% 10% 0% ARP volumes ARP margin Source: IRI Still water All other All Other NA Still water 27
There will always be a role for packaging Sustainability Extending shelf life Reducing food waste Protecting the environment Food waste accounts for Refrigerated Shelf Life in days of food is 2-4 wasted globally Lettuce 30% 14 8% of global GHG emissions Fresh 2-3 Alternative Plastic Grams of red meat 21 pkg, % pkg, % CO2 product product Saved waste waste Fresh 3 If it were a country, food pasta 60 Steak 34% 18% 2,100 waste would be ranked Cheese 5% 0.1% 41 7 Cheese Bread 11% 1% 148 180 3rd Cress 42% 3% 186 for highest GHG Non-Modified Atmosphere Packaging emissions Modified Atmosphere Packaging 28 Sources: EPA.gov – “Reducing Wasted Food: How Packaging Can Help” ; Association for the Dutch Plastic Packaging Industry. Referenced by Goldman Sachs Equity Research. The Plastics Paradox – 17 July 2019; U.N. Food and Agriculture Organization (2018).
Sustainability Requirements are increasing: end of life solutions are critical Consumers buying more Small price to pay environmentally friendly products Today vs 72% 5 years ago <1cent US cents per bottle Next 5 years 81% or 0.45% retail price of global consumers (76% of millennials) ~1cent 66% US cents per container Are willing to pay more or 0.25% retail price for sustainable goods 29 Sources: Accenture 2019, Nielsen 2016, Amcor analysis.
Amcor is uniquely positioned to lead the way Sustainability Innovating and developing new products Recycled content Lighter Weight Recyclable 100% PCR 21gr 18gr 200,000 tons reduction in virgin plastic by 2025 30
2020 Half Year Results appendix 11 February 2020 US NYSE: AMCR | ASX: AMC 12 February 2020 Australia
FX translation impact 1H20 currency impact Combined net income currency exposures(1) Total currency impact $ million Adjusted EBIT (9) EUR, 20-30% Adjusted net income (7) EUR:USD Euro weakened vs USD. Average USD million impact on USD to EUR rate 1H20 0.9013 vs adjusted net income for 1H19 0.8682 1H20 (4%) (6) USD(2), 45-55% Other currencies(3):USD Other currencies(3), Other currencies weighted average USD million impact on 20-30% vs USD weakened for 1H20 vs adjusted net income for 1H19 average rates 1H20 (2%) (1) (1) Approximate range based on estimated combined adjusted net income by currency. 32 (2) Includes all businesses effectively managed as USD functional currency businesses. (3) Includes all currencies other than USD and EUR.
Reconciliations of non-GAAP financial measures (1) Includes costs associated with the Bemis acquisition. The half year ended December 31, 2019 includes $58 million of acquisition related inventory fair value step-up recognized in the September 2019 quarter. 33 (2) The half year ended December 31, 2019 includes $26 million of sales backlog amortization related to the Bemis acquisition recognized in the September 2019 quarter. (3) Includes Bemis and remedy adjustments. EPS also adjusts for new shares issued to complete the Bemis combination.
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 half year ended December 31, 2019 includes $58 million of acquisition related inventory fair value step-up recognized in the September 2019 quarter. 34 (3) The half year ended December 31, 2019 includes $26 million of sales backlog amortization related to the Bemis acquisition recognized in the September 2019 quarter. (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 non-GAAP financial measures (1) Includes cash integration costs of $45 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.. 35