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Item 15. - Exhibits and Financial Statement Schedules

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Item 15. - Exhibits and Financial Statement Schedules

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Pages in Form 10-K
(a) Financial Statements, Financial Statement Schedule, and Exhibits
(1) Financial Statements
Reports of Independent Registered Public Accounting Firms44
Consolidated Statement of Income48
Consolidated Statement of Comprehensive Income49
Consolidated Balance Sheet50
Consolidated Statement of Cash Flows51
Consolidated Statement of Equity52
Notes to Consolidated Financial Statements53
(2) Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts and Reserves122
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
(3) Exhibits
ExhibitDescriptionForm of Filing
2.1Transaction Agreement, dated as of August 6, 2018, by and among the Amcor plc, Amcor Limited, Arctic Corp. and Bemis Company, Inc. (“Bemis”) (incorporated by reference to Annex A to Amcor plc's Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
3.1Articles of Association of Amcor plc (incorporated by reference to Exhibit 3.1 to Amcor plc’s Current Report on Form 8-K filed on June 13, 2019).Incorporated by Reference
3.2Memorandum of Association of Amcor plc (incorporated by reference to Exhibit 3.2 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
4.1Note and Guarantee Agreement, dated as of December 15, 2009, as amended by Amendment No. 1 dated as of June 28, 2013 and Amendment No. 2, dated as of June 6, 2019, among Amcor Finance (USA), Inc. (“AFUI”), Amcor Limited and the other parties thereto (the “2009 Note Agreement”), relating to the 5.95% Series C Guaranteed Senior Notes due 2021 (the “2009 Series C Notes”) (incorporated by reference to Exhibit 10.1 to Amcor plc’s Current Report on Form 8-K filed on June 27, 2019).Incorporated by Reference
4.2Note and Guarantee Agreement, dated as of September 1, 2010, as amended by Amendment No. 1, dated as of June 28, 2013 and Amendment No. 2, dated as of June 6, 2019, among Amcor Limited, AFUI and the other parties thereto (the “2010 Note Agreement”), relating to the 5.00% Series B Guaranteed Senior Notes due 2020 (the “2010 Series B Notes”) (incorporated by reference to Exhibit 10.2 to Amcor plc’s Current Report on Form 8-K, filed on June 27, 2019).Incorporated by Reference
4.3Trust Deed, dated as of February 28, 2011, among Amcor Limited, AFUI, Amcor UK Finance Limited and DB Trustees (Hong Kong) Limited (the “Principal Trust Deed”) (incorporated by reference to Exhibit 4.3 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
4.4Final Terms, dated as of March 11, 2011, among Amcor Limited, AFUI and Amcor UK Finance Limited, relating to the 4.625% Notes due 2019 (incorporated by reference to Exhibit 4.4 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
4.5First Supplemental Trust Deed, dated as of October 26, 2012, among Amcor Limited, AFUI, Amcor UK Finance Limited and DB Trustees (Hong Kong) Limited (incorporated by reference to Exhibit 4.5 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
ExhibitDescriptionForm of Filing
4.6Second Supplemental Trust Deed dated as of July 22, 2019 to the Principal Trust Deed, among Amcor Limited, AFUI, Amcor plc, Bemis and the guarantors party thereto (incorporated by reference to Exhibit 10.1 to Amcor plc’s Current Report on Form 8-K filed on July 26, 2019).Incorporated by Reference
4.7Final Terms, dated as of March 20, 2013, among Amcor Limited, Amcor Finance (USA), Inc. and Amcor UK Finance Limited, relating to the 2.750% Notes due 2023 (incorporated by reference to Exhibit 4.6 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
4.8Indenture, dated as of April 28, 2016, among Amcor Finance (USA), Inc., Amcor Limited, Amcor UK Finance PLC and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.7 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
4.9Form of 3.625% Notes due 2026 (incorporated by reference to Exhibit 4.8 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
4.10Form of 4.500% Notes due 2028 (incorporated by reference to Exhibit 4.9 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
4.11Form of 6.80% Notes due 2019 (incorporated by reference to Exhibit 4.11 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
4.12Form of 4.500% Notes due 2021 (incorporated by reference to Exhibit 4.12 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
4.13Form of 3.100% Notes due 2026 (incorporated by reference to Exhibit 4.13 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
4.14Form of 2.630% Guaranteed Senior Note Due 2030 (incorporated by reference to Exhibit 4.2 on Amcor plc’s Current Report on Form 8-K filed on June 19, 2020).Incorporated by Reference
4.15Form of 1.125% Guaranteed Senior Note Due 2027 (incorporated by reference to Exhibit 4.2 on Amcor plc’s Current Report on Form 8-K filed on June 23, 2020).Incorporated by Reference
4.16Supplemental Indenture, dated as of June 13, 2019, by and between Bemis and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.1 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
4.17Supplemental Indenture, dated as of June 13, 2019, by and among AFUI, Amcor Limited, Amcor UK Finance plc and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.2 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
4.18Indenture, dated as of June 13, 2019, by and among Bemis, as issuer, Amcor plc, Amcor Limited, AFUI, Amcor UK Finance plc and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.3 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
4.19Indenture, dated as of June 13, 2019, by and among AFUI, as issuer, Amcor plc, Amcor Limited, Bemis, Amcor UK Finance plc and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.4 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
4.20Indenture, dated as of June 19, 2020, by and among Bemis, as issuer, Amcor plc, Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Pty Ltd and Deutsche Bank Trust Company Americas, the trustee (incorporated by reference to Exhibit 4.1 on Amcor plc’s Current Report on Form 8-K filed on June 19, 2020).Incorporated by Reference
4.21Indenture, dated as of June 23, 2020, by and among Amcor UK Finance plc, as issuer, Amcor plc, Amcor Finance (USA), Inc., Amcor Pty Ltd, Bemis Company, Inc. and Deutsche Bank Trust Company Americas, the trustee (incorporated by reference to Exhibit 4.1 on Amcor plc’s Current Report on Form 8-K filed on June 23, 2020).Incorporated by Reference
4.22Registration Rights Agreement, dated as of June 13, 2019, by and among Bemis, Amcor plc, Amcor Limited, AFUI, Amcor UK Finance plc and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, the dealer managers for the offers (the “Dealer Managers”), relating to the New Bemis 4.500% 2021 Notes (incorporated by reference to Exhibit 10.5 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
4.23Registration Rights Agreement, dated as of June 13, 2019, by and among Bemis, Amcor plc, Amcor Limited, AFUI, Amcor UK Finance plc and the Dealer Managers, relating to the Bemis’ 3.100% 2026 Notes (incorporated by reference to Exhibit 10.6 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
ExhibitDescriptionForm of Filing
4.24Registration Rights Agreement, dated as of June 13, 2019, by and among AFUI, Amcor plc, Amcor Limited, Bemis, Amcor UK Finance plc and the Dealer Managers, relating to the Amcor’s 3.625% 2026 Notes (incorporated by reference to Exhibit 10.7 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
4.25Registration Rights Agreement, dated as of June 13, 2019, by and among AFUI, Amcor plc, Amcor Limited, Bemis, Amcor UK Finance plc and the Dealer Managers, relating to the Amcor’s 4.500% 2028 Notes (incorporated by reference to Exhibit 10.8 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
4.26Description of Securities of the Registrant.Filed Herewith
10.1Fourth Deed of Amendment and Restatement of Syndicated Facility Agreement, dated as of March 2, 2018, by and among Amcor Limited, the subsidiaries of Amcor Limited listed therein as Borrowers and as Guarantors, Commonwealth Bank of Australia, J.P. Morgan Australia Limited, National Australia Bank Limited and Westpac Banking Corporation and the entities listed therein as Lenders and Affiliates of Lenders (incorporated by reference to Exhibit 10.1 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
10.2Amcor plc 2019 Omnibus Incentive Share Plan (incorporated by reference to Exhibit 99.1 to Amcor plc’s Registration Statement on Form S-8 filed on July 22, 2019).*Incorporated by Reference
10.3Amcor Limited 2014/15 Long Term Incentive Plan (incorporated by reference to Exhibit 99.2 to Amcor plc’s Registration Statement on Form S-8 filed on July 22, 2019).*Incorporated by Reference
10.4Amcor Limited 2016/17 Long Term Incentive Plan (incorporated by reference to Exhibit 99.3 to Amcor plc’s Registration Statement on Form S-8 filed on July 22, 2019).*Incorporated by Reference
10.5Amcor Limited 2017/18 Long Term Incentive Plan (incorporated by reference to Exhibit 99.4 to Amcor plc’s Registration Statement on Form S-8 filed on July 22, 2019).*Incorporated by Reference
10.6Amcor Limited 2012/13 Long Term Incentive Plan (incorporated by reference to Exhibit 99.5 to Amcor plc’s Registration Statement on Form S-8 filed on July 22, 2019).*Incorporated by Reference
10.7Amcor Limited 2013/14 Long Term Incentive Plan (incorporated by reference to Exhibit 99.6 to Amcor plc’s Registration Statement on Form S-8 filed on July 22, 2019).*Incorporated by Reference
10.8Amcor Rigid Plastics Deferred Compensation Plan, as amended by that certain First Amendment, dated December 11, 2014, that certain Second Amendment, dated December 10, 2018 and that certain Third Amendment, dated December 16, 2019.*Filed Herewith
10.9Employment Agreement between Amcor Limited and Ronald Delia, dated as of January 21, 2015 (incorporated by reference to Exhibit 10.3 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).*Incorporated by Reference
10.10Employment Agreement between Amcor Limited and Michael Casamento, dated as of September 23, 2015 (incorporated by reference to Exhibit 10.4 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).*Incorporated by Reference
10.11Employment Agreement between Amcor Limited and Ian Wilson, dated as of May 22, 2014 (incorporated by reference to Exhibit 10.5 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).*Incorporated by Reference
10.12Employment Agreement between Amcor Limited and Peter Konieczny, dated as of September 17, 2009 (incorporated by reference to Exhibit 10.6 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).*Incorporated by Reference
10.13Employment Agreement between Amcor Limited and Eric Roegner, dated as of August 28, 2018 (incorporated by reference to Exhibit 10.7 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).*Incorporated by Reference
10.14Form of Deed of Appointment (incorporated by reference to Exhibit 10.8 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).*Incorporated by Reference
ExhibitDescriptionForm of Filing
10.15Original Three-Year Credit Agreement, dated as of April 30, 2019, among AFUI, AUKF, and Amcor Limited (together with AFUI and AUKF, the “Initial Borrowers”) as borrowers thereunder, a syndicate of banks (collectively, the “Three-Year Facility Lenders”) and JPMorgan, as administrative agent and foreign administrative agent for the Three-Year Facility Lenders and others (incorporated by reference to Exhibit 10.9 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.16Amendment No. 1 to Original Three-Year Credit Agreement, dated as of May 30, 2019 (incorporated by reference to Exhibit 10.10 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.17Original Four-Year Credit Agreement, dated as of April 30, 2019, among the Initial Borrowers as borrowers thereunder, a syndicate of banks (collectively, the “Four-Year Facility Lenders”), and JPMorgan, as administrative agent and foreign administrative agent for the Four-Year Facility Lenders and others (incorporated by reference to Exhibit 10.11 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.18Amendment No. 1 to Original Four-Year Credit Agreement, dated as of May 30, 2019 (incorporated by reference to Exhibit 10.12 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.19Original Five-Year Credit Agreement, dated as of April 30, 2019, among the Initial Borrowers as borrowers thereunder, a syndicate of banks (collectively, the “Five-Year Facility Lenders”), and JPMorgan, as administrative agent and foreign administrative agent for the Five-Year Facility Lenders and others (incorporated by reference to Exhibit 10.13 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.20Amendment No. 1 to Original Five-Year Credit Agreement, dated as of May 30, 2019 (incorporated by reference to Exhibit 10.14 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.21364-Day Credit Agreement, dated as of April 5, 2019 , among the Initial Borrowers as borrowers thereunder, a syndicate of banks (collectively, the “364-Day Facility Lenders”), and JPMorgan, as administrative agent and foreign administrative agent for the 364-Day Facility Lenders and others (incorporated by reference to Exhibit 10.15 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.22Original Term Loan Agreement, dated as of April 30, 2019, among AFUI, as borrower thereunder, a syndicate of banks (collectively, the “Term Loan Lenders”), and JPMorgan, as administrative agent for the Term Loan Lenders and others (incorporated by reference to Exhibit 10.16 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.23Amendment No. 1 to Original Term Loan Agreement, dated as of May 30, 2019 (incorporated by reference to Exhibit 10.17 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.24Joinder to Three-Year Credit Agreement, dated as of June 11, 2019, with Bemis, AFUI, Amcor UK Finance plc, Amcor Limited and JPMorgan, as administrative agent and foreign administrative agent (incorporated by reference to Exhibit 10.18 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.25Joinder to Four-Year Credit Agreement, dated as of June 11, 2019, with Bemis, AFUI, Amcor UK Finance plc, Amcor Limited and JPMorgan, as administrative agent and foreign administrative agent (incorporated by reference to Exhibit 10.19 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.26Joinder to Five-Year Credit Agreement, dated as of June 11, 2019, with Bemis, AFUI, Amcor UK Finance plc, Amcor Limited and JPMorgan as administrative agent and foreign administrative agent (incorporated by reference to Exhibit 10.20 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.27Joinder to 364-Day Credit Agreement, dated as of June 11, 2019, with Bemis, AFUI, Amcor UK Finance plc, Amcor Limited and JPMorgan, as administrative agent and foreign administrative agent (incorporated by reference to Exhibit 10.21 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.28Joinder to Term Loan Agreement, dated as of June 11, 2019, with among AFUI, Amcor Limited and JPMorgan, as administrative agent and foreign administrative agent (incorporated by reference to Exhibit 10.22 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
ExhibitDescriptionForm of Filing
10.29Supplement No. 1 to the Three-Year Credit Agreement Guaranty, dated as of June 11, 2019, with Bemis and JPMorgan, as administrative agent and foreign administrative agent (incorporated by reference to Exhibit 10.23 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.30Supplement No. 1 to the Four-Year Credit Agreement Guaranty, dated as of June 11, 2019, with Bemis and JPMorgan, as administrative agent and foreign administrative agent (incorporated by reference to Exhibit 10.24 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.31Supplement No. 1 to the Five-Year Credit Agreement Guaranty, dated as of June 11, 2019, with Bemis and JPMorgan, as administrative agent and foreign administrative agent (incorporated by reference to Exhibit 10.25 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.32Supplement No. 1 to the 364-Day Credit Agreement Guaranty, dated as of June 11, 2019, with Bemis and JPMorgan, as administrative agent and foreign administrative agent (incorporated by reference to Exhibit 10.26 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.33Supplement No. 1 to the Term Loan Agreement Guaranty, dated as of June 11, 2019, with Bemis and JPMorgan, as administrative agent (incorporated by reference to Exhibit 10.27 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
21.1Subsidiaries of Amcor plc.Filed Herewith
22Subsidiary Guarantors and Issuers of Guaranteed Securities.Filed Herewith
23.1Consent of PricewaterhouseCoopers as auditors for the financial statements of Amcor Limited.Filed Herewith
23.2Consent of PricewaterhouseCoopers AG as auditors for the financial statements of Amcor plc.Filed Herewith
31.1Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.Filed Herewith
31.2Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.Filed Herewith
32Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002.Furnished Herewith
101Inline XBRL Interactive data files – The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.Filed Electronically
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).Filed Electronically
  • This exhibit is a management contract or compensatory plan or arrangement.

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