ZURICH, Aug. 18, 2020 /PRNewswire/ --
Fiscal 2020 Full Year Highlights
- GAAP net income of $612 million
and earnings per share (EPS) of 38.2
cents per share;
- Adjusted EBIT of $1,497 million,
up 7% in constant currency terms;
- Adjusted EPS of 64.2 cents per
share, up 13% in constant currency terms;
- Bemis integration well ahead of original expectations. Pre-tax
synergy benefits of $80 million
delivered;
- Adjusted free cash flow of $1.2
billion, up 26%;
- Annual dividend increased to 46.0
cents per share, including 11.5
cents per share dividend declared today;
- $500 million share buy-back
completed. Shares on issue reduced by 3.5% during the year;
and
- Fiscal 2021 outlook: constant currency adjusted EPS growth of
5-10%. Adjusted free cash flow of $1.0-$1.1
billion.
Strong FY 2020
results in a milestone year
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Amcor's CEO Mr. Ron
Delia said: "2020 has been a milestone financial year for Amcor
during which we delivered outstanding financial results ahead of
the upgraded guidance provided in May. Profit and Cash Flow
were significantly higher than last year and supported continued
capital investment, an increase in our dividend and the repurchase
of 3.5% of shares outstanding. Despite managing through
significant change and complexity, our business continued to
demonstrate financial and operational resilience and the execution
of our teams was outstanding."
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"Benefits from the
transformational acquisition of Bemis were increasingly evident
through the year. We made excellent progress in this first year of
integration, with cost synergies almost 30% higher than original
expectations and performance across the combined flexibles
packaging business building momentum. We expect that momentum
to continue to build as we leverage the broader geographic
diversification, increased scale and unique capabilities that
result from the acquisition."
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"As we look forward,
Amcor remains well positioned to continue delivering consistently
strong shareholder returns. For fiscal 2021, we expect free
cash flow of over $1 billion and EPS growth of 5-10% driven by
continued organic growth from our defensive consumer end markets,
additional cost synergies and a lower share count resulting from
shares already repurchased. We remain focused on protecting
our co-workers, meeting the needs of our customers and continuing
to develop responsible packaging which is even better for the
environment. While uncertainties remain, we are confident in
the resilience and potential of the business to help meet the
growing need for product safety, hygiene, shelf life and
convenience."
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Key
Financials(1)
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Twelve Months
Ended June 30,
|
|
|
|
|
|
|
|
GAAP
results
|
2019 $
million
|
|
2020 $
million
|
Net sales
|
|
9,458
|
|
|
12,468
|
|
Net income
|
|
430
|
|
|
612
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EPS (diluted US
cents)
|
|
36.3
|
|
|
38.2
|
|
|
|
|
|
|
|
|
|
|
|
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Twelve Months
Ended June 30,
|
|
Reported
∆%
|
|
Constant
Currency ∆%
|
|
|
|
|
|
Adjusted non-GAAP
results
|
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Adjusted Pro
Forma 2019
$ million
|
|
2020
$ million
|
|
|
Net sales
|
|
12,972
|
|
|
12,468
|
|
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(3.9)
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|
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(1.8)
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EBITDA
|
|
1,879
|
|
|
1,913
|
|
|
1.8
|
|
|
4.0
|
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EBIT
|
|
1,433
|
|
|
1,497
|
|
|
4.5
|
|
|
6.7
|
|
Net income
|
|
947
|
|
|
1,028
|
|
|
8.5
|
|
|
11.0
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EPS (diluted US
cents)
|
|
58.2
|
|
|
64.2
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|
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10.3
|
|
|
12.9
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Free cash flow
(before dividends)
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|
970
|
|
|
1,220
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|
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25.8
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|
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(1) GAAP results for
the twelve months ended June 30, 2019, reflects a full twelve
months of the legacy Amcor business, plus the Bemis business
results from June 11 to June 30, 2019. Adjusted non-GAAP results
exclude items which management considers as not representative of
ongoing operations. Non-GAAP adjusted pro forma results for the
prior period are presented as if the Company's acquisition of Bemis
had been consummated as of July 1, 2018 and also exclude items
which management considers not representative of ongoing
operations. See "Presentation of Prior Year Financial Information"
for more information. In addition, reconciliations of these
non-GAAP measures to their most comparable GAAP measures, including
pro forma measures prepared in accordance with SEC Regulation S-X
Article 11, are included in the "Reconciliation of Non-GAAP
Measures" section of this release.
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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.
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COVID-19 update
Amcor's operations have been recognized as 'essential' by
governments and authorities around the world given the role the
Company plays in the supply chains for critical food and healthcare
products. In dealing with the exceptional challenges posed by
COVID-19, Amcor established three guiding principles:
- Keeping our employees healthy - The health and safety of our
co-workers is one of our values and always Amcor's first priority.
Around the world, local teams have implemented a range of practices
including more frequent cleaning and disinfection, increased
physical distancing in work and break out spaces, restricted
visitor access, temperature screening, supply of personal
protective equipment and flexible working from home
arrangements.
- Keeping our operations running - To support our business
partners, every Amcor plant and office has business continuity
plans in place which address infection prevention measures,
incident response, return to work protocols and supply chain
risks.
- Contributing to relief efforts in our communities - Amcor
launched a global program to help mitigate the impact of COVID-19
by donating food and healthcare packaging products and by funding
local community initiatives to improve access to healthcare,
education or food and other essential products.
From the start of the COVID-19 outbreak, the Company has
operated its plants around the world with minimal disruption and
has not experienced significant business continuity issues. Through
fiscal 2020, operating costs were not materially impacted.
Notwithstanding month to month volatility, for the six months
ended 30 June 2020 volumes were 1%
higher than the prior year within both the Flexibles and Rigid
Packaging segments which reflects Amcor's broad geographic and end
market diversification. The extent to which the global
pandemic has influenced overall demand for Amcor's products in each
region has been mixed as certain end markets in each geographic
area appear to have benefited at varying times while others have
been constrained. The Company has seen good demand for
healthcare packaging globally through this period. Most food
and beverage end markets have generally remained more resilient in
the developed world than in emerging markets and more resilient in
at-home consumption channels than convenience and away-from-home
channels.
Presentation of Prior Year Financial Information
On June 11, 2019, the all-stock
acquisition of Bemis Company, Inc. was completed. Amcor was
determined to be the acquirer for accounting purposes and, as a
result, financial information prepared under U.S. generally
accepted accounting principles ("U.S. GAAP") for periods prior to
the completion date reflects the historical financial information
for the legacy Amcor business only.
Financial information included in this release and described as
"Adjusted Pro Forma" is being presented to allow shareholders to
more easily compare the current year results with the prior year
results. The Adjusted Pro Forma results represent non-GAAP
measures that provide stakeholders with an additional perspective
on the Company's financial and operational performance and
trends. The Adjusted Pro Forma results are presented as if the
Company's acquisition of Bemis had been consummated as of
July 1, 2018 and exclude the impact
of non-recurring acquisition and integration related costs,
acquisition related amortization expenses, and other items
management considers as not representative of ongoing
operations.
The presentation of non-GAAP Adjusted Pro Forma measures is not
meant to be considered in isolation or as a substitute for results
prepared and presented in accordance with U.S. GAAP.
Reconciliations of non-GAAP Adjusted Pro Forma measures to their
most comparable GAAP measures, including pro forma measures,
prepared in accordance with SEC Regulation S-X Article 11, are
included in the "Reconciliation of Non-GAAP Measures" section of
this release.
Bemis Acquisition Update
The Bemis business was acquired through an all-stock transaction
in June 2019. Integration has proceeded exceptionally well
with all plans essentially completed within the first 12 months,
ahead of expectations.
The Company delivered approximately $80
million (pre-tax) of cost synergies during the year, in line
with guidance provided in May
2020 and substantially ahead (approximately 30% in local
currency terms) of the $65 million
expected at the start of the fiscal year. Cost synergies were
primarily driven from overhead and procurement initiatives, and
approximately $57 million was
recognized in the Flexibles segment and approximately $23 million in Corporate expenses. The Company
continues to expect total cost synergies of $180 million (pre-tax) by the end of fiscal 2022,
with further benefits expected largely from procurement and
footprint initiatives across the 2021 and 2022 fiscal
years.
Cash restructuring and integration costs of approximately
$80 million were incurred during the
year.
Capital Returns to Shareholders
Share repurchases
The Company completed a $500
million share buy-back program in May 2020. Shares
repurchased during fiscal 2020 resulted in a 3.5% reduction in the
total number of shares issued and outstanding.
Dividend
The Amcor Board of Directors today declared a quarterly cash
dividend of 11.5 cents per
share. The dividend will be paid in US dollars to holders of
Amcor's ordinary shares trading on the NYSE. Holders of CDIs
trading on the ASX will receive an unfranked dividend of 16.0
Australian cents per share, which reflects the quarterly dividend
of 11.5 cents per share converted at
an average AUD:USD exchange rate of 0.7168 over the five trading
days ended August 13, 2020.
The ex-dividend date will be September 2,
2020, the record date will be September 3, 2020 and the payment date will be
September 23, 2020. Amcor has
received a waiver from the ASX's settlement operating rules, which
will allow Amcor to defer processing conversions between its
ordinary share and CDI registers from September 2, 2020 to September 3, 2020, inclusive.
2020 financial results
Segment Information
|
Adjusted Pro
Forma
|
|
|
|
|
|
Twelve Months
Ended June 30, 2019
|
Twelve Months
Ended June 30, 2020
|
Adjusted
non-GAAP
results(1)
|
Net sales
$ million
|
EBIT
$ million
|
EBIT /
Sales %
|
EBIT / Average
funds employed
%(2)
|
Net sales
$ million
|
EBIT
$ million
|
EBIT / Sales
%
|
EBIT / Average
funds employed
%(2)
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Flexibles
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10,081
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1,239
|
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12.3
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13.1
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9,755
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1,335
|
|
13.7
|
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15.1
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Rigid
Packaging
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2,893
|
|
308
|
|
10.7
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17.5
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2,716
|
|
290
|
|
10.7
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16.3
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Other
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(1)
|
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(114)
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|
|
|
(4)
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|
(128)
|
|
|
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Total
Amcor
|
12,972
|
|
1,433
|
|
11.0
|
|
12.9
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|
12,468
|
|
1,497
|
|
12.0
|
|
14.0
|
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(1) Adjusted
non-GAAP measures exclude items which management considers as not
representative of ongoing operations. Adjusted non-GAAP results for
the prior period are based on unaudited Adjusted Pro Forma
financial information. Further details related to non-GAAP
measures and reconciliations to GAAP measures can be found under
"Presentation of non-GAAP financial information" and in the tables
included in this release. All amounts referenced throughout
this document are in US dollars unless otherwise
indicated.
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(2) Average funds
employed includes shareholders equity and net debt, calculated
using a four quarter average and LTM adjusted EBIT.
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Full year net sales for the Amcor Group of $12,468 million
were 1.8% lower than the prior year in constant currency
terms. Excluding a 1.6% unfavorable impact from the pass
through of lower raw material costs, sales were 0.2% lower than
last year. Overall volumes were 0.2% higher than the prior
twelve month period and this was offset by a 0.4% unfavorable
price/mix.
Flexibles
|
|
Twelve Months
Ended June 30,
|
|
Reported
∆%
|
|
Constant
Currency
∆%
|
|
|
|
|
|
|
|
Adjusted Pro
Forma 2019
$ million
|
|
2020
$ million
|
|
|
Net sales
|
|
10,081
|
|
|
9,755
|
|
|
(3.2)
|
|
|
(0.9)
|
|
Adjusted
EBIT
|
|
1,239
|
|
|
1,335
|
|
|
7.8
|
|
|
9.8
|
|
Adjusted EBIT / Sales
%
|
|
12.3
|
|
|
13.7
|
|
|
|
|
|
Adjusted EBIT /
Average funds employed %
|
|
13.1
|
|
|
15.1
|
|
|
|
|
|
Full year net sales for the Flexibles segment were 0.9% lower
than the prior twelve month period in constant currency
terms. Excluding a 0.9% unfavorable impact from the pass
through of lower raw material costs, sales were in line with last
year. Overall segment volumes were 0.1% higher than the prior
fiscal year and this was offset by 0.1% unfavorable
price/mix. Volumes were higher in the Flexibles North
America, Europe and Asia Pacific businesses and volume performance
in Flexibles Latin America and for specialty carton products
continued to improve sequentially through the second half of the
2020 fiscal year but remained lower than the prior twelve month
period.
In North America, full year
volumes grew in the low single digit range, mainly driven by
strength in the high value healthcare, pet care, protein, ready
meal, liquid beverage and home and personal care end markets as
well as specialty folding carton products. This was partly
offset by lower volumes in confectionary and condiments.
In Europe, low single digit
volume growth for fiscal 2020 was driven by strength in protein,
dairy, pet care, coffee, medical and ready meal products offset by
lower volumes in certain personal care products. Sales of
specialty folding carton products in Europe improved sequentially in each of the
third and fourth quarters but annual volumes remained lower than
the prior twelve month period, primarily driven by weaker volumes in the first half of fiscal
2020.
Annual volumes were higher across the Asian emerging markets,
with particularly strong growth in China and India towards the end of the fourth
quarter. In Latin America volumes improved sequentially in
each of the third and fourth quarters but annual volumes remained
lower than the prior twelve month period, primarily reflecting
challenging economic conditions across the region and the impact of
volumes lost within the legacy Bemis business prior to the
acquisition close in June 2019.
Adjusted EBIT for fiscal 2020 of $1,335
million was 9.8% higher than the prior year in constant
currency terms. This includes organic growth of $65 million, or 5.2%, primarily reflecting
favorable product mix as well as strong cost and operating
performance across the business. The remaining growth of
$57 million, or 4.6%, reflects
synergy benefits related to the Bemis acquisition.
Adjusted EBIT margin of 13.7% compares with 12.3% for the prior
year and segment returns of 15.1% expanded by 2%.
Rigid
Packaging
|
|
Twelve Months
Ended June 30,
|
|
Reported
∆%
|
|
Constant
Currency
∆%
|
|
|
2019 $
million
|
|
2020 $
million
|
|
|
Net sales
|
|
2,893
|
|
|
2,716
|
|
|
(6.1)
|
|
|
(4.8)
|
|
Adjusted
EBIT
|
|
308
|
|
|
290
|
|
|
(5.9)
|
|
|
(4.2)
|
|
Adjusted EBIT / Sales
%
|
|
10.7
|
|
|
10.7
|
|
|
|
|
|
Adjusted EBIT /
Average funds employed %
|
|
17.5
|
|
|
16.3
|
|
|
|
|
|
Full year net sales for the Rigid Packaging segment were 4.8%
lower than the prior twelve month period in constant currency
terms, or 0.7% lower after excluding a 4.1% unfavorable impact from
the pass through of lower raw material costs. The 0.7%
decline was driven by volume growth of 0.5%, offset by
unfavorable price/mix of 1.2%.
In North America, full year
beverage volumes were 0.2% lower than the prior year, and hot fill
container volumes were up 1%. Specialty Container volumes
were higher than the prior year with strengthening growth in
certain spirits, healthcare, personal care and home cleaning
categories in the second half of the year.
In Latin America, annual
volumes were 0.4% higher compared with the prior period.
Through the second half of the fiscal year, the beverage
businesses in North and Latin
America experienced an elevated level of month to month
variability between March 2020 and
June 2020 in particular, as customers
responded to changes in demand through at-home and away-from-home
channels and adjusted inventories.
Adjusted EBIT for fiscal 2020 of $290
million was 4.2% lower than the prior year in constant
currency terms when the business benefited from a particularly
strong second quarter. In line with expectations, adjusted
EBIT grew 3% in the second half of fiscal 2020 compared with the
second half of fiscal 2019, reflecting strong cost performance.
Other
|
|
Twelve Months
Ended June 30,
|
|
|
|
Adjusted
EBIT
|
|
Adjusted Pro
Forma 2019
$ million
|
|
2020
$ million
|
Equity earnings in
affiliates, net of tax
|
|
18
|
|
|
12
|
|
Corporate
expenses
|
|
(132)
|
|
|
(140)
|
|
Total
Other
|
|
(114)
|
|
|
(128)
|
|
Net interest and income tax expense
Net interest expense for fiscal 2020 was $185 million compared with pro forma net interest
expense of $260 million in the prior
period, driven primarily by lower borrowing costs.
The effective tax rate as reported was 22.6%. Excluding amounts
related to non-GAAP adjustments, adjusted income tax expense for
fiscal 2020 was $276 million,
representing an adjusted effective tax rate of 21.0% which was in
line with the range of expectations for the year and compares to
18.6% in the prior period.
Cash flow
Fiscal 2020 adjusted free cash flow (before dividends) was
$1,220 million, $250 million higher than the prior year primarily
reflecting higher earnings and excellent working capital
performance. The business also had a favorable impact of
approximately $50 million related to
deferred cash tax payments in the US which is expected to reverse
in the first quarter of fiscal 2021.
Balance sheet and Liquidity
Net debt was $5,492 million at
30 June 2020 in line with
$5,502 million last year.
Leverage, measured as net debt divided by adjusted trailing twelve
month EBITDA, was 2.9 times at June 30,
2020.
In June 2020, Amcor successfully
issued a €500 million Euro bond maturing in 2027 and a $500 million US bond maturing in 2030. Both
transactions received significant investor interest and attracted
competitive pricing.
Amcor has a strong, investment grade balance sheet, rated
BBB/Baa2. The Company has access to $1.8 billion of liquidity in the form of undrawn
committed bank facilities, and no material refinancing to complete
during the next 12 months.
Fiscal 2021 guidance
Amcor's guidance contemplates a range of factors, however the
COVID-19 pandemic creates higher degrees of uncertainty and
additional complexity when estimating future financial results.
For the twelve month period ending 30 June 2021, the Company expects:
- Adjusted constant currency EPS growth of approximately 5 to
10%, compared with adjusted EPS of 64.2 US cents per share in
fiscal 2020.
- This guidance range includes pre-tax synergy benefits associated
with the Bemis acquisition of approximately $50 to $70
million.
- Adjusted free cash flow (before dividends) of approximately
$1.0 to $1.1
billion.
While Amcor's business is expected to continue demonstrating
resilience given it plays an important role in the supply of
essential consumer goods, the level of earnings and free cash flow
generated across the business could be impacted by COVID-19 related
factors such as the extent and nature of any future operational
disruptions across the supply chain, government imposed
restrictions on consumer mobility and the pace of macroeconomic
recovery in key global economies. The ultimate magnitude and
duration of the pandemic's impact on the business remains uncertain
at this time.
Conference Call
Amcor is hosting a conference call with investors and analysts
to discuss these results on Tuesday August
18, 2020 at 7:30am US Eastern
Daylight Time / 9.30pm Australian
Eastern Standard Time. Investors are invited to listen to a live
webcast of the conference call at our website, www.amcor.com, in
the "Investors" section.
Those wishing to access the call should use the following
toll-free numbers, with the Conference ID 7896918:
- US & Canada – 866 211
4133
- Australia – 1800 287 011
- United Kingdom – 0800 051
7107
- Singapore – 800 852 6506
- Hong Kong – 800 901 563
From all other countries, the call can be accessed by dialing +1
647 689 6614 (toll).
A replay of the webcast will also be available on www.amcor.com
following the call.
About Amcor
Amcor is a global leader in developing and producing responsible
packaging for food, beverage, pharmaceutical, medical, home and
personal-care, and other products. Amcor works with leading
companies around the world to protect their products and the people
who rely on them, differentiate brands, and improve supply chains
through a range of flexible and rigid packaging, specialty cartons,
closures, and services. The company is focused on making packaging
that is increasingly light-weighted, recyclable and reusable, and
made using an increasing amount of recycled content. Around 47,000
Amcor people generate $12.5 billion
in annual sales from operations that span about 230 locations in
40-plus countries. NYSE: AMCR; ASX: AMC
www.amcor.com I LinkedIn I
Facebook I Twitter I YouTube
Contact Information
Investors
|
|
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Tracey
Whitehead
|
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Damien
Bird
|
|
|
Head of Investor
Relations
|
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Vice President
Investor Relations
|
|
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Amcor
|
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Amcor
|
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+61 3 9226
9028
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+61 3 9226
9070
|
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tracey.whitehead@amcor.com
|
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damien.bird@amcor.com
|
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Media -
Australia
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Media -
Europe
|
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Media - North
America
|
James
Strong
|
|
Ernesto
Duran
|
|
Daniel
Yunger
|
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Head of Global
Communications
|
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Citadel-MAGNUS
|
|
Amcor
|
|
Kekst CNC
|
+61 448 881
174
|
|
+41 78 698 69
40
|
|
+1 212 521
4879
|
jstrong@citadelmagnus.com
|
|
ernesto.duran@amcor.com
|
|
daniel.yunger@kekstcnc.com
|
Amcor plc UK Establishment Address: 83 Tower Road North,
Warmley, Bristol, England, BS30
8XP, United Kingdom
UK Overseas Company Number: BR020803
Registered Office: 3rd Floor, 44 Esplanade, St Helier, JE4 9WG,
Jersey
Jersey Registered Company Number: 126984, Australian Registered
Body Number (ARBN): 630 385 278
Cautionary Statement Regarding Forward-Looking
Statements
This document contains certain statements that are
"forward-looking statements" within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Forward-looking statements are generally identified with
words like "believe," "expect,", "target", "project", "may,"
"could," "would," "approximately," "possible," "will," "should,"
"expect," "intend," "plan," "anticipate," "estimate," "potential,"
"outlook" or "continue," the negative of these words, other terms
of similar meaning or the use of future dates. Such statements are
based on the current expectations of the management of Amcor and
are qualified by the inherent risks and uncertainties surrounding
future expectations generally. Actual results could differ
materially from those currently anticipated due to a number of
risks and uncertainties. None of Amcor or any of its respective
directors, executive officers or advisors, provide any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements will
actually occur. Risks and uncertainties that could cause actual
results to differ from expectations include, but are not limited
to: the continued financial and operational impacts of the
COVID-19 pandemic on Amcor and its customers, suppliers, employees
and the geographic markets in which it and its customers operate;
fluctuations in consumer demand patterns; the loss of key customers
or a reduction in production requirements of key customers;
significant competition in the industries and regions in which
Amcor operates; failure to realize the anticipated benefits of the
acquisition of Bemis Company, Inc. ("Bemis"), and the cost
synergies related thereto; failure to successfully integrate Bemis'
business and operations in the expected time frame or at all;
integration costs related to the acquisition of Bemis; failure by
Amcor to expand its business; the potential loss of intellectual
property rights; various risks that could affect our business
operations and financial results due to the international
operations; price fluctuations or shortages in the availability of
raw materials, energy and other inputs; disruptions to production,
supply and commercial risks, including counterparty credit risks,
which may be exacerbated in times of economic downturn; the
possibility of labor disputes; fluctuations in our credit ratings;
disruptions to the financial or capital markets; and other risks
and uncertainties identified from time to time in Amcor's filings
with the U.S. Securities and Exchange Commission (the "SEC"),
including without limitation, those described under Item 1A. "Risk
Factors" of Amcor's annual report on Form 10-K for the fiscal year
ended June 30, 2019 as supplemented
by the risk factor contained in Amcor's Quarterly Report on Form
10-Q for the quarter ended March 31,
2020. You can obtain copies of Amcor's filings with the SEC
for free at the SEC's website (www.sec.gov). Forward-looking
statements included herein are made only as of the date hereof and
Amcor does not undertake any obligation to update any
forward-looking statements, or any other information in this
communication, as a result of new information, future developments
or otherwise, or to correct any inaccuracies or omissions in them
which become apparent, except as expressly required by law. All
forward-looking statements in this communication are qualified in
their entirety by this cautionary statement.
Basis of Preparation of Supplemental Unaudited Adjusted Pro
Forma Financial Information
The fiscal 2019 unaudited adjusted pro forma financial
information presented in the release gives effect to Amcor's
acquisition of Bemis as if the combination had been consummated on
July 1, 2018. The Supplemental
Unaudited Adjusted Pro Forma Financial Information includes
adjustments for (1) accounting policy alignment, (2) elimination of
the effect of events that are directly attributable to the
combination (e.g., one-time transaction costs), (3) elimination of
the effect of consummated and identifiable divestitures agreed to
with certain regulatory agencies as a condition of approval for the
transaction, and (4) items which management considers are not
representative of ongoing operations. The Supplemental Unaudited
Adjusted Pro Forma Financial Information does include the purchase
accounting impact and does not reflect any cost or growth synergies
that Amcor may achieve as a result of the transaction, future costs
to combine the operations of Amcor and Bemis or the costs necessary
to achieve any cost or growth synergies. The Supplemental Unaudited
Adjusted Pro Forma Financial Information has been presented for
informational purposes only and is not necessarily indicative of
what Amcor's results of operations actually would have been had the
combination been completed as of July 1,
2018, nor is it indicative of the future operating results
of Amcor. The Supplemental Unaudited Adjusted Pro Forma Financial
Information should be read in conjunction with the separate
historical financial statements and accompanying notes contained in
each of the Amcor and Bemis periodic reports, as available.
For avoidance of doubt, the Supplemental Unaudited Adjusted Pro
Forma Financial Information is not intended to be, and was not,
prepared on a basis consistent with the unaudited pro forma
condensed combined financial information in Amcor's Registration
Statement on Form S-4 filed March 25,
2019 with the SEC (the "S-4 Pro Forma Statements"), which
provides the pro forma financial information required by Article 11
of Regulation S-X. For instance, the Supplemental Unaudited
Adjusted Pro Forma Financial Information does not give effect to
the combination under the acquisition method of accounting in
accordance with Financial Accounting Standards Board ("FASB")
Accounting Standard Codification Topic 805, Business Combinations
("ASC Topic 805"), with Amcor treated as the legal and accounting
acquirer. The Supplemental Unaudited Adjusted Pro Forma Financial
Information has not been adjusted to give effect to pro forma
events that are (1) directly attributable to the combination, (2)
factually supportable, or (3) expected to have a continuing impact
on the combined results of Amcor and Bemis. More specifically,
other than excluding Amcor's divested plants and one-time
transaction costs, the Supplemental Unaudited Adjusted Pro Forma
Financial Information does not reflect the types of pro forma
adjustments set forth in S-4 Pro Forma Statements. Consequently,
the Supplemental Unaudited Adjusted Pro Forma Financial Information
is intentionally different from, but does not supersede, the pro
forma financial information set forth in S-4 Pro Forma
Statements.
Reconciliations of non-GAAP adjusted pro forma measures to their
most comparable GAAP measures and reconciliations of pro forma net
income in accordance with Article 11 of Regulation S-X to adjusted
pro forma net income are included in the "Reconciliation of
Non-GAAP Measures" section of this release.
Presentation of non-GAAP financial information
Included in this release are measures of financial performance
that are not calculated in accordance with U.S. GAAP. These
measures include adjusted EBIT (calculated as earnings before
interest and tax), adjusted net income, adjusted earnings per
share, adjusted free cash flow before dividends, adjusted cash flow
after dividends, net debt and the Supplemental Unaudited Adjusted
Pro Forma Financial Information including adjusted earnings before
interest, tax, amortization and depreciation, adjusted earnings
before interest and tax, and adjusted earnings per share and any
ratios related thereto. In arriving at these non-GAAP
measures, we exclude items that either have a non-recurring impact
on the income statement or which, in the judgment of our
management, are items that, either as a result of their nature or
size, could, were they not singled out, potentially cause investors
to extrapolate future performance from an improper base. While not
all inclusive, examples of these items include:
- material restructuring programs, including associated costs
such as employee severance, pension and related benefits,
impairment of property and equipment and other assets, accelerated
depreciation, termination payments for contracts and leases,
contractual obligations and any other qualifying costs related to
the restructuring plan;
- earnings from discontinued operations and any associated profit
on sale of businesses or subsidiaries;
- consummated and identifiable divestitures agreed to with
certain regulatory agencies as a condition of approval for Amcor's
acquisition of Bemis;
- impairments in goodwill and equity method investments;
- material acquisition compensation and transaction costs such as
due diligence expenses, professional and legal fees and integration
costs;
- material purchase accounting adjustments for inventory;
- amortization of acquired intangible assets from business
combinations;
- impact of economic net investment hedging activities not
qualifying for hedge accounting;
- payments or settlements related to legal claims; and
- impacts from hyperinflation accounting.
Management has used and uses these measures internally for
planning, forecasting and evaluating the performance of the
company's reporting segments and certain of the measures are used
as a component of Amcor's board of directors' measurement of
Amcor's performance for incentive compensation purposes. Amcor also
evaluates performance on a constant currency basis, which measures
financial results assuming constant foreign currency exchange rates
used for translation based on the rates in effect for the
comparable prior-year period. In order to compute constant currency
results, we multiply or divide, as appropriate, current-year U.S.
dollar results by the current-year average foreign exchange rates
and then multiply or divide, as appropriate, those amounts by the
prior-year average foreign exchange rates. Amcor believes that
these non-GAAP measures are useful to enable investors to perform
comparisons of current and historical performance of the company.
For each of these non-GAAP financial measures, a reconciliation to
the most directly comparable U.S. GAAP financial measure has been
provided herein. These non-GAAP financial measures should not be
construed as an alternative to results determined in accordance
with U.S. GAAP. The company provides guidance on a
non-GAAP basis as we are unable to predict with reasonable
certainty the ultimate outcome and timing of certain significant
items without unreasonable effort. These items include but
are not limited to the impact of foreign exchange translation,
restructuring program costs, asset impairments and possible gains
and losses on the sale of assets. These items are uncertain,
depend on various factors and could have a material impact on U.S.
GAAP earnings and cash flow measures for the guidance period.
U.S. GAAP
Condensed Consolidated Statement of Income
(Unaudited)
|
|
|
|
Twelve Months
Ended June 30,
|
|
|
|
($
million)
|
|
2018
|
|
2019
|
|
2020
|
Net sales
|
|
9,319
|
|
9,458
|
|
12,468
|
Cost of
sales
|
|
(7,462)
|
|
(7,659)
|
|
(9,932)
|
Gross
profit
|
|
1,857
|
|
1,799
|
|
2,536
|
Selling, general and
administrative expenses
|
|
(793)
|
|
(999)
|
|
(1,385)
|
Research and
development expenses
|
|
(73)
|
|
(64)
|
|
(97)
|
Restructuring and
related expenses
|
|
(40)
|
|
(131)
|
|
(115)
|
Other income,
net
|
|
43
|
|
186
|
|
56
|
Operating
income
|
|
994
|
|
792
|
|
994
|
Interest expense,
net
|
|
(197)
|
|
(191)
|
|
(185)
|
Other non-operating
income (loss), net
|
|
(74)
|
|
4
|
|
16
|
Income from
continuing operations before income taxes and equity in income
(loss)
of affiliated companies
|
|
723
|
|
604
|
|
825
|
Income tax
expense
|
|
(119)
|
|
(172)
|
|
(187)
|
Equity in income
(loss) of affiliated companies, net of tax
|
|
(18)
|
|
4
|
|
(14)
|
Income from
continuing operations
|
|
587
|
|
437
|
|
624
|
Income (loss) from
discontinued operations, net of tax(1)
|
|
—
|
|
1
|
|
(8)
|
Net income
|
|
587
|
|
437
|
|
617
|
Net (income) loss
attributable to non-controlling interests
|
|
(11)
|
|
(7)
|
|
(4)
|
Net income
attributable to Amcor plc
|
|
575
|
|
430
|
|
612
|
USD:EUR FX
rate
|
|
1.1929
|
|
1.1406
|
|
1.1056
|
|
|
|
|
|
Basic earnings per
share attributable to Amcor
|
|
0.497
|
|
0.364
|
|
0.382
|
Diluted earnings per
share attributable to Amcor
|
|
0.494
|
|
0.363
|
|
0.382
|
Weighted average
number of shares outstanding – Basic
|
|
1,154
|
|
1,180
|
|
1,600
|
Weighted average
number of shares outstanding - Diluted
|
|
1,162
|
|
1,184
|
|
1,602
|
|
(1) Represents
income/(loss) generated from three former Bemis plants located in
the United Kingdom and Ireland from July 1,
2019 to August 8, 2019. Amcor announced the disposal of these
assets to Kohlberg & Company on June 25, 2019. This
divestment
was required by the European Commission at the time of approving
Amcor's acquisition of Bemis on February 11, 2019.
|
U.S. GAAP
Condensed Consolidated Statement of Cash Flows
(Unaudited)
|
|
|
|
Twelve Months
Ended June 30,
|
|
|
|
($
million)
|
|
2018
|
|
2019
|
|
2020
|
Net income
|
|
587
|
|
437
|
|
617
|
Depreciation,
amortization and impairment
|
|
357
|
|
453
|
|
652
|
Changes in operating
assets and liabilities
|
|
(123)
|
|
7
|
|
140
|
Other non-cash
items
|
|
50
|
|
(121)
|
|
(24)
|
Net cash provided
from operating activities
|
|
871
|
|
776
|
|
1,384
|
Purchase of property,
plant and equipment and other intangible assets
|
|
(365)
|
|
(332)
|
|
(400)
|
Proceeds from sale of
property, plant and equipment and other intangible
assets
|
|
|
137
|
|
85
|
|
13
|
Proceeds from
divestiture
|
|
—
|
|
216
|
|
425
|
Net debt (repayments)
proceeds
|
|
34
|
|
(58)
|
|
125
|
Dividends
paid
|
|
(527)
|
|
(680)
|
|
(761)
|
Share
buy-back
|
|
—
|
|
—
|
|
(537)
|
Other, including
effects of exchange rate on cash and cash equivalents
|
|
(92)
|
|
(27)
|
|
(108)
|
Net (decrease)
increase in cash and cash equivalents
|
|
59
|
|
(19)
|
|
141
|
Cash and cash
equivalents at the beginning of the period
|
|
562
|
|
621
|
|
602
|
Cash and cash
equivalents at the end of the period
|
|
621
|
|
602
|
|
743
|
|
|
|
|
|
|
|
|
U.S. GAAP
Condensed Consolidated Balance Sheet (Unaudited)
|
|
($
million)
|
|
June 30,
2019
|
|
June 30,
2020
|
Cash and cash
equivalents
|
|
602
|
|
743
|
Trade receivables,
net
|
|
1,864
|
|
1,616
|
Inventories,
net
|
|
1,954
|
|
1,832
|
Assets held for
sale(1)
|
|
416
|
|
—
|
Property, plant and
equipment, net
|
|
3,975
|
|
3,615
|
Goodwill and other
intangible assets, net
|
|
7,463
|
|
7,334
|
Other
assets
|
|
891
|
|
1,303
|
Total
assets
|
|
17,165
|
|
16,442
|
Trade
payables
|
|
2,303
|
|
2,171
|
Short-term debt and
current portion of long-term debt
|
|
794
|
|
206
|
Long-term debt, less
current portion
|
|
5,309
|
|
6,028
|
Liabilities held for
sale(1)
|
|
21
|
|
—
|
Accruals and other
liabilities
|
|
3,063
|
|
3,350
|
Shareholders
equity
|
|
5,675
|
|
4,687
|
Total liabilities and
shareholders equity
|
|
17,165
|
|
16,442
|
|
(1) Represents the
net asset value related to three former Bemis plants located in the
United Kingdom and Ireland.
Amcor announced the disposal of these assets to Kohlberg
& Company on June 25, 2019 and the transaction closed
on August 8, 2019. This divestment was required by the European
Commission at the time of approving Amcor's
acquisition of Bemis on February 11, 2019.
|
Reconciliation of Non-GAAP Measures
Supplemental Unaudited Pro Forma Condensed Statement of
Income
On June 11, 2019, Amcor plc
("Amcor", "Amcor Limited", "Company") completed the acquisition of
100% of the outstanding shares of Bemis Company, Inc ("Bemis"), a
global manufacturer of flexible packaging products based in
the United States ("the
Transaction"). Pursuant to the Transaction Agreement, dated as of
August 6, 2018, each outstanding
share of Bemis common stock that was issued and outstanding upon
completion of the transaction was converted into the right to
receive 5.1 ordinary shares of the Company traded on the New York
Stock Exchange ("NYSE").
The Unaudited Pro Forma Condensed Statement of Income has been
prepared using the purchase method of accounting, Accounting
Standards Codification ("ASC") Topic 805, "Business Combinations,"
with Amcor treated as the acquirer, and Article 11 of Regulation
S-X, as defined by the Securities and Exchange Commission (the
"SEC"), as if the transaction had been completed on July 1, 2018.
Amcor and Bemis have different fiscal years. The Unaudited Pro
Forma Condensed Statement of Income is developed from (a) the
audited consolidated financial statements of Amcor contained in our
Annual Report on Form 10-K for the annual fiscal period ended
June 30, 2019 and (b) deriving the
condensed consolidated income statement of Bemis for the period
July 1, 2018 through June 10, 2019 by subtracting the historical
unaudited condensed consolidated statement of income for the six
months ended June 30, 2018 appearing
in Bemis Quarterly Report on Form 10-Q for the period ended
June 30, 2018 filed with the SEC on
July 27, 2018 from the audited
consolidated statement of income for the fiscal year ended
December 31, 2018 appearing in Bemis'
Annual Report on Form 10-K filed with the SEC on February 15, 2019 and adding the Bemis unaudited
consolidated financial information from their accounting records
for the period from January 1, 2019
through June 10, 2019.
The Unaudited Pro Forma Condensed Statement of Income has been
prepared to reflect adjustments to Amcor's historical consolidated
financial information that are (i) directly attributable to the
acquisition of Bemis, (ii) factually supportable and (iii) expected
to have a continuing impact on our results.
The Unaudited Pro Forma Condensed Statement of Income has been
prepared for illustrative purposes only and does not purport to
represent what the actual consolidated results of operations of
Amcor would have been had the Bemis acquisition occurred on the
date assumed. In addition, the financial information is not
indicative of future results or current financial conditions and
does not reflect any anticipated synergies, operating efficiencies,
cost savings or integration costs that may result from the
transaction. The financial information should be read in
conjunction with historical financial statements and accompanying
notes filed with the SEC.
Unaudited Pro
Forma Condensed Statement of Income
|
|
|
|
|
|
|
|
|
Twelve Months
Ended June 30, 2019
|
|
|
|
($
million)
|
|
Amcor
Historical
|
|
Bemis
Historical
|
|
EC and U.S.
Remedies
(1)
|
|
Pro Forma
Adjustments
|
|
|
|
New Amcor Pro
Forma
|
Net sales
|
|
9,458
|
|
3,798
|
|
(284)
|
|
—
|
|
|
|
12,972
|
Cost of
sales
|
|
(7,659)
|
|
(3,182)
|
|
220
|
|
33
|
|
2a
|
|
(10,589)
|
Gross
profit
|
|
1,799
|
|
616
|
|
(65)
|
|
33
|
|
|
|
2,383
|
Selling, general and
administrative expenses
|
|
(999)
|
|
(179)
|
|
14
|
|
(54)
|
|
2b
|
|
(1,218)
|
Research and
development expenses
|
|
(64)
|
|
(36)
|
|
3
|
|
—
|
|
|
|
(97)
|
Restructuring and
related expenses
|
|
(131)
|
|
(156)
|
|
—
|
|
43
|
|
2b
|
|
(244)
|
Other income,
net
|
|
186
|
|
38
|
|
1
|
|
(124)
|
|
2b
|
|
101
|
Operating
income
|
|
792
|
|
282
|
|
(46)
|
|
(102)
|
|
|
|
926
|
Interest
income
|
|
17
|
|
2
|
|
—
|
|
—
|
|
|
|
19
|
Interest
expense
|
|
(208)
|
|
(71)
|
|
—
|
|
—
|
|
|
|
(279)
|
Other non-operating
income (loss), net
|
|
4
|
|
3
|
|
—
|
|
—
|
|
|
|
6
|
Income from
continuing operations before income taxes and equity in income
(loss) of affiliated companies
|
|
604
|
|
216
|
|
(46)
|
|
(102)
|
|
|
|
672
|
Income tax (expense)
benefit
|
|
(172)
|
|
(64)
|
|
8
|
|
71
|
|
2c
|
|
(157)
|
Equity in income
(loss) of affiliated companies, net of tax
|
|
4
|
|
—
|
|
—
|
|
—
|
|
|
|
4
|
Income (loss) from
continuing operations
|
|
437
|
|
151
|
|
(38)
|
|
(31)
|
|
|
|
519
|
Net (income) loss
attributable to non-controlling interests
|
|
(7)
|
|
—
|
|
—
|
|
—
|
|
|
|
(7)
|
Net income
attributable to Amcor plc
|
|
430
|
|
151
|
|
(38)
|
|
(31)
|
|
|
|
512
|
|
Note: the sum of the
columns may not equal the total New Amcor Pro Forma amount due to
rounding.
|
1. Remedy Adjustments
EC and U.S. Remedies: Closing of the Transaction was conditional
upon the receipt of regulatory approvals, approval by both Amcor
and Bemis shareholders, and satisfaction of other customary
conditions. To satisfy certain regulatory approvals, the Company
was required to divest three of Bemis' medical packaging facilities
located in the United Kingdom and
Ireland ("EC Remedy") and three
Amcor medical packaging facilities in the
United States ("U.S. Remedy"). The Unaudited Pro Forma
Condensed Statement of Income has been adjusted to exclude the EC
Remedy and U.S. Remedy businesses.
2. Pro Forma Adjustments
a. Cost of sales has been adjusted to reflect a reduction
in the depreciation expense following the adjustment of historical
property, plant and equipment to a lower preliminary fair value and
to reverse the one-time amortization impact of the inventory fair
value uplift.
b. Selling, general and administrative expenses has been
adjusted to reflect the reversal of the non-recurring transaction
costs partially offset by the net increase in the amortization
expense following the recognition of additional intangible assets
mainly for customer relationships, technology and other
intangibles. Restructuring and other costs have been adjusted to
reverse the nonrecurring transaction costs included in the Bemis
historical financials while other income, net has excluded the gain
on sale of the U.S. Remedy assets, partially offset by transaction
costs.
c. Income tax expense has been adjusted to reflect the tax
impact on the various adjustments from items (a) and (b) above.
Reconciliation of
Non-GAAP Measures
Reconciliation of
Pro Forma Net income under Article 11 to Adjusted Pro Forma Net
Income
|
|
($
million)
|
|
Twelve Months
Ended
June 30, 2019
|
Pro forma net income
under Article 11
|
|
512
|
Restructuring
costs
|
|
113
|
Impairment of equity
method investments
|
|
14
|
Transaction related
and other costs
|
|
225
|
Amortization of
acquired intangibles
|
|
164
|
Reversal of purchase
accounting adjustments for backlog and property, plant and
equipment valuation
|
|
(22)
|
Legacy Bemis
adjustments
|
|
(23)
|
Impact of
hyperinflationary accounting and other
|
|
24
|
Tax effect of above
items
|
|
(61)
|
Adjusted Pro Forma
Net Income
|
|
947
|
Reconciliation of
adjusted Earnings before interest, tax, depreciation and
amortization (EBITDA), Earnings before interest
and tax (EBIT), Net income and Earnings per share
(EPS)
|
|
|
|
Twelve Months
Ended June 30, 2019
|
|
Twelve Months
Ended June 30, 2020
|
($
million)
|
|
EBITDA
|
|
EBIT
|
|
Net
Income
|
|
EPS
(Diluted
US
cents)
|
|
EBITDA
|
|
EBIT
|
|
Net
Income
|
|
EPS
(Diluted
US
cents)
|
Net income
attributable to Amcor
|
|
430
|
|
|
430
|
|
|
430
|
|
|
36.3
|
|
|
612
|
|
|
612
|
|
|
612
|
|
|
38.2
|
|
Net income
attributable to non-controlling
interests
|
|
7
|
|
|
7
|
|
|
|
|
|
|
4
|
|
|
4
|
|
|
|
|
|
(Income) loss from
discontinued operations
|
|
(1)
|
|
|
(1)
|
|
|
(1)
|
|
|
—
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|
0.5
|
|
Tax
expense
|
|
172
|
|
|
172
|
|
|
|
|
|
|
187
|
|
|
187
|
|
|
|
|
|
Interest expense,
net
|
|
191
|
|
|
191
|
|
|
|
|
|
|
185
|
|
|
185
|
|
|
|
|
|
Depreciation and
amortization
|
|
350
|
|
|
|
|
|
|
|
|
607
|
|
|
|
|
|
|
|
EBITDA, EBIT, Net
income and EPS
|
|
1,149
|
|
|
799
|
|
|
430
|
|
|
36.3
|
|
|
1,603
|
|
|
996
|
|
|
620
|
|
|
38.7
|
|
Material
restructuring and related costs
|
|
64
|
|
|
64
|
|
|
64
|
|
|
5.4
|
|
|
106
|
|
|
106
|
|
|
102
|
|
|
6.3
|
|
Impairment in equity
method investments
|
|
14
|
|
|
14
|
|
|
14
|
|
|
1.2
|
|
|
26
|
|
|
26
|
|
|
26
|
|
|
1.6
|
|
Net investment hedge
not qualifying for hedge
accounting
|
|
(1)
|
|
|
(1)
|
|
|
(1)
|
|
|
(0.1)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Material transaction
and other costs(1)
|
|
143
|
|
|
143
|
|
|
143
|
|
|
12.1
|
|
|
146
|
|
|
146
|
|
|
146
|
|
|
9.1
|
|
Material impact of
hyperinflation
|
|
30
|
|
|
30
|
|
|
30
|
|
|
2.6
|
|
|
28
|
|
|
28
|
|
|
28
|
|
|
1.7
|
|
Net legal
settlements
|
|
(5)
|
|
|
(5)
|
|
|
(5)
|
|
|
(0.4)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Pension
settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
0.3
|
|
Amortization of
acquired intangibles(2)
|
|
|
|
31
|
|
|
31
|
|
|
2.6
|
|
|
|
|
191
|
|
|
191
|
|
|
11.9
|
|
Tax effect of above
items
|
|
|
|
|
|
23
|
|
|
2.0
|
|
|
|
|
|
|
(89)
|
|
|
(5.6)
|
|
Adjusted EBITDA,
EBIT, Net income and EPS
|
|
1,394
|
|
|
1,075
|
|
|
729
|
|
|
61.6
|
|
|
1,913
|
|
|
1,497
|
|
|
1,028
|
|
|
64.2
|
|
Pro Forma
Adjustments(3)
|
|
485
|
|
|
357
|
|
|
218
|
|
|
(3.4)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted Pro Forma
EBITDA, EBIT, Net
income and EPS
|
|
1,879
|
|
|
1,433
|
|
|
947
|
|
|
58.2
|
|
|
1,913
|
|
|
1,497
|
|
|
1,028
|
|
|
64.2
|
|
(1) Includes costs
associated with the Bemis acquisition. The twelve months ended June
30, 2020 and 2019 includes $58 million and $16 million respectively
of acquisition related inventory fair value step-up
costs.
|
(2) The twelve months
ended June 30, 2020 and 2019 includes $26 million and $5 million
respectively of sales backlog amortization related to the Bemis
acquisition.
|
(3) Includes Bemis
and remedy adjustments. EPS also adjusts for new shares issued to
complete the Bemis combination.
|
Reconciliation of
adjusted EBIT by reporting segment
|
|
|
|
Twelve Months
Ended June 30, 2019
|
|
Twelve Months
Ended June 30, 2020
|
|
|
|
|
|
($
million)
|
|
Flexibles
|
|
Rigid
Packaging
|
|
Other(1)
|
|
Total
|
|
Flexibles
|
|
Rigid
Packaging
|
|
Other(1)
|
|
Total
|
Net income
attributable to
Amcor
|
|
|
|
|
|
|
|
430
|
|
|
|
|
|
|
|
|
612
|
|
Net income
attributable to non-
controlling interests
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
4
|
|
(Income) loss from
discontinued
operations
|
|
|
|
|
|
|
|
(1)
|
|
|
|
|
|
|
|
|
8
|
|
Tax
expense
|
|
|
|
|
|
|
|
172
|
|
|
|
|
|
|
|
|
187
|
|
Interest expense,
net
|
|
|
|
|
|
|
|
191
|
|
|
|
|
|
|
|
|
185
|
|
EBIT
|
|
816
|
|
|
209
|
|
|
(226)
|
|
|
799
|
|
|
1,008
|
|
|
217
|
|
|
(229)
|
|
|
996
|
|
Material
restructuring and related
costs
|
|
—
|
|
|
64
|
|
|
—
|
|
|
64
|
|
|
63
|
|
|
38
|
|
|
5
|
|
|
106
|
|
Impairment in equity
method
investments
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
26
|
|
Net investment hedge
not
qualifying for hedge accounting
|
|
—
|
|
|
—
|
|
|
(1)
|
|
|
(1)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Material transaction
and other costs(2)
|
|
(13)
|
|
|
3
|
|
|
153
|
|
|
143
|
|
|
78
|
|
|
3
|
|
|
66
|
|
|
146
|
|
Material impact of
hyperinflation
|
|
4
|
|
|
27
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
Net legal
settlement
|
|
—
|
|
|
—
|
|
|
(5)
|
|
|
(5)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Pension
settlement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
Amortization of
acquired
intangibles(3)
|
|
26
|
|
|
5
|
|
|
—
|
|
|
31
|
|
|
186
|
|
|
5
|
|
|
—
|
|
|
191
|
|
Adjusted
EBIT
|
|
833
|
|
|
308
|
|
|
(66)
|
|
|
1,076
|
|
|
1,335
|
|
|
290
|
|
|
(128)
|
|
|
1,497
|
|
Pro Forma
Adjustments(4)
|
|
406
|
|
|
—
|
|
|
(49)
|
|
|
357
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted Pro Forma
EBIT
|
|
1,239
|
|
|
308
|
|
|
(114)
|
|
|
1,433
|
|
|
1,335
|
|
|
290
|
|
|
(128)
|
|
|
1,497
|
|
Adjusted Pro Forma
EBIT /
sales %
|
|
12.3
|
%
|
|
10.7
|
%
|
|
|
|
11.0
|
%
|
|
13.7
|
%
|
|
10.7
|
%
|
|
|
|
12.0
|
%
|
Average funds
employed(5)
|
|
9,439
|
|
|
1,766
|
|
|
|
|
|
|
8,860
|
|
|
1,782
|
|
|
|
|
|
Adjusted Pro Forma
EBIT /
average funds employed %
|
|
13.1
|
%
|
|
17.5
|
%
|
|
|
|
12.9
|
%
|
|
15.1
|
%
|
|
16.3
|
%
|
|
|
|
14.0
|
%
|
|
(1) Other includes
equity in income (loss) of affiliated companies, net of tax and
general corporate expenses.
|
(2) Includes costs
associated with the Bemis acquisition. The twelve months ended June
30, 2020 and 2019 includes $58 million and $16 million respectively
of acquisition related inventory fair value step-up
costs.
|
(3) The twelve months
ended June 30, 2020 and 2019 includes $26 million and $5 million
respectively of sales backlog amortization related to the Bemis
acquisition.
|
(4) Includes Bemis
and remedy adjustments.
|
(5) Average funds
employed includes shareholders equity and net debt, calculated
using a four quarter average and LTM adjusted EBIT.
|
Reconciliations of
adjusted free cash flow and cash flow after
dividends
|
|
|
|
Twelve Months
Ended June 30,
|
|
|
|
($
million)
|
|
2019
|
|
2020
|
Net cash provided
from operating activities
|
|
776
|
|
|
1,384
|
|
Purchase of property,
plant and equipment and other intangible assets
|
|
(332)
|
|
|
(400)
|
|
Proceeds from sale of
property, plant and equipment and other intangible
assets
|
|
85
|
|
|
13
|
|
Operating cash flow
related to divested operations
|
|
—
|
|
|
60
|
|
Material transaction
and integration related costs(1)
|
|
204
|
|
|
163
|
|
Adjusted free cash
flow (before dividends)(2)
|
|
733
|
|
|
1,220
|
|
Pro Forma
adjustments(3) (before dividends)
|
|
237
|
|
|
—
|
|
Adjusted Pro Forma
free cash flow (before dividends)
|
|
970
|
|
|
1,220
|
|
Dividends(4)
|
|
(767)
|
|
|
(761)
|
|
Adjusted Pro Forma
cash flow after dividends
|
|
203
|
|
|
459
|
|
|
(1) The twelve months
ended June 30, 2020 includes cash integration costs of $80
million.
|
(2) Adjusted free
cash flow excludes material transaction related costs because these
cash flows are not considered to be directly related to the
underlying business.
|
(3) Includes Bemis
and remedy adjustments.
|
(4) The twelve months
ended June 30, 2019 includes dividends paid to former Bemis
shareholders of $87 million.
|
|
|
Twelve Months
Ended June 30,
|
($
million)
|
|
2019
|
|
2020
|
Adjusted
EBITDA
|
|
1,394
|
|
|
1,913
|
|
Interest paid,
net
|
|
(220)
|
|
|
(187)
|
|
Income tax
paid
|
|
(148)
|
|
|
(209)
|
|
Purchase of property,
plant and equipment and other intangible assets
|
|
(332)
|
|
|
(400)
|
|
Proceeds from sale of
property, plant and equipment and other intangible
assets
|
|
85
|
|
|
13
|
|
Movement in working
capital
|
|
53
|
|
|
213
|
|
Other
|
|
(99)
|
|
|
(123)
|
|
Adjusted free cash
flow (before dividends)(1)
|
|
733
|
|
|
1,220
|
|
Pro Forma
adjustments(2) (before dividends)
|
|
237
|
|
|
—
|
|
Adjusted Pro Forma
free cash flow (before dividends)
|
|
970
|
|
|
1,220
|
|
|
(1) Adjusted free
cash flow excludes material transaction related costs because these
cash flows are not considered to be directly related to the
underlying business.
|
(2) Includes Bemis
and remedy adjustments.
|
Reconciliation of
net debt
|
|
($
million)
|
|
June 30,
2019
|
|
June 30,
2020
|
Cash and cash
equivalents
|
|
(602)
|
|
|
(743)
|
|
Short-term
debt
|
|
789
|
|
|
195
|
|
Current portion of
long-term debt
|
|
5
|
|
|
11
|
|
Long-term debt
excluding current portion of long-term debt
|
|
5,309
|
|
|
6,028
|
|
Net
debt
|
|
5,502
|
|
|
5,492
|
|
View original
content:http://www.prnewswire.com/news-releases/amcor-reports-fiscal-2020-full-year-results-and-provides-outlook-for-fiscal-2021-301113599.html
SOURCE Amcor plc