Cover and table of contents

10-K 1 amcor-2019form10xkxjune302.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 30, 2019

Commission File Number 001-36786

AMCOR PLC

(Exact name of Registrant as specified in its charter)

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

83 Tower Road North

Warmley, Bristol BS30 8XP

United Kingdom

(Address of principal executive offices)

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value $0.01 per share		AMCR		The New York Stock Exchange

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

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o NO ý

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO ý

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o		Accelerated Filer o
Non-Accelerated Filer ý		Smaller Reporting Company o
Emerging growth company o

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. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO ý

The registrant was not a public company as of the last business day of its most recently completed second fiscal quarter and therefore, cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date.

As of August 29, 2019, the Registrant had 1,625,907,855 shares issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required for Part III of this Annual Report on Form 10-K is incorporated by reference to the Amcor plc definitive Proxy Statement for its 2019 Annual Shareholder Meeting, which is intended to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, within 120 days of Amcor plc’s fiscal year end.

Amcor plc

Annual Report on Form 10-K

Table of Contents

Part I
Item 1.	Business	6
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	19
Item 2.	Properties	19
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosures	19
Part II
Item 5.	Market For Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	20
Item 6.	Selected Financial Data	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 8.	Financial Statements and Supplementary Data	38
	Reports of Independent Registered Public Accounting Firms	38
	Consolidated Statement of Income	40
	Consolidated Statement of Comprehensive Income	41
	Consolidated Balance Sheet	42
	Consolidated Statement of Cash Flows	43
	Consolidated Statement of Equity	44
	Notes to Consolidated Financial Statements	45
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	96
Item 9A.	Controls and Procedures	96
Item 9B.	Other Information	97
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	97
Item 11.	Executive Compensation	97
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	98
Item 13.	Certain Relationships and Related Transactions, and Director Independence	98
Item 14.	Principal Accountant Fees and Services	98
Part IV
Item 15.	Exhibits and Financial Statement Schedules	99
	Exhibit Index	99
Item 16.	Form 10-K Summary (optional)	103
	Signatures	104

Forward-Looking Statements

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

This Annual Report contains certain estimates, predictions, and other “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified with words like “believe,” “expect,” “anticipate,” “intend,” “estimate,” “target,” “may,” “will,” “plan,” “project,” “should,” “continue,” “outlook,” “approximately,” “would,” “could,” or the negative thereof or other similar expressions, or discussion of future goals or aspirations, which are predictions of or indicate future events and trends and which do not relate to historical matters. Such statements are based on information available to management as of the time of such statements and relate to, among other things, expectations of the business environment in which we operate, projections of future performance (financial and otherwise), including those of acquired companies, perceived opportunities in the market and statements regarding our strategy and vision. Forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause actual results, performance, or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Factors that could cause actual results to differ from those expected include, but are not limited to:

•	We are exposed to changes in consumer demand patterns and customer requirements in numerous industries;

•	the loss of key customers, a reduction in their production requirements or consolidation among key customers could have a significant adverse impact on our sales revenue and profitability;

•	significant competition in the industries and regions in which we operate, which could adversely affect our business;

•	the failure to realize the anticipated benefits of the acquisition of Bemis;

•	the failure to successfully integrate the business and operations of Bemis in the expected time frame may adversely affect our future results;

•	we may be unable to expand our current business effectively through either organic growth, including by product innovation, or acquisitions;

•	challenges to or the loss of our intellectual property rights could have an adverse impact on our ability to compete effectively;

•	challenging current and future global economic conditions have had, and may continue to have, a negative impact on our business operations and financial results;

•	our international operations subject us to various risks that could adversely affect our business operations and financial results;

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

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

•	a failure in our information technology systems could negatively affect our business;

•	if we are unable to attract and retain key personnel, we may be adversely affected;

•	we are subject to costs and liabilities related to current and future environmental and health and safety laws and regulations that could adversely affect our business;

•	we are subject to the risk of labor disputes, which could adversely affect our business;

•	our financing agreements may need to be renegotiated if LIBOR ceases to exist;

•	we are exposed to foreign exchange rate risk;

•	an increase in interest rates could reduce our reported results of operations;

•	a downgrade in our credit rating could increase our borrowing costs and negatively affect our financial condition and results of operations;

•	failure to hedge effectively against adverse fluctuations in interest rates and foreign exchange rates could negatively impact our results of operations;

•	a significant write-down of goodwill and/or other intangible assets would have a material adverse effect on our reported results of operations and net worth;

•	significant demands will be placed on our financial controls and reporting systems as a result of the acquisition of Bemis;

•	if we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us and, as a result, the value of our common stock;

•	our insurance policies, including our use of a captive insurance company, may not provide adequate protection against all of the risks we face;

•	litigation or regulatory developments could adversely affect our business operations and financial performance;

•	changing government regulations in environmental, health, and safety matters may adversely affect our company; and

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

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

Forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made. All forward-looking statements in this Annual Report on Form 10-K are qualified in their entirety by this cautionary statement.

PART I