Management's Discussion and Analysis ("M,D&A") should be read in conjunction
with the Financial Statements and Notes to Condensed Consolidated Financial
Statements. Throughout the M,D&A, amounts and percentages may not recalculate
due to rounding.

Summary of Financial Results
                                                    Three Months Ended December 31,                                             Six Months Ended December 31,
($ in millions)                                 2020                                  2019                                 2020                                  2019
Net sales                        $       3,103            100.0  %        $ 3,043            100.0  %        $      6,200            100.0  %        $ 6,184            100.0  %
Cost of Sales                           (2,452)           (79.0  %)        (2,426)           (79.7  %)             (4,895)           (79.0  %)        (5,020)           (81.2  %)

Gross profit                               651             21.0  %            617             20.3  %               1,305             21.0  %          1,164             18.8  %

Operating expenses:
Selling, general, and
administrative expenses                   (308)            (9.9  %)          (309)           (10.2  %)               (637)           (10.3  %)          (680)           (11.0  %)
Research and development
expenses                                   (23)            (0.7  %)           (23)            (0.8  %)                (49)            (0.8  %)           (49)            (0.8  %)
Restructuring and related
expenses                                   (23)            (0.7  %)           (24)            (0.8  %)                (46)            (0.7  %)           (42)            (0.7  %)
Other income, net                           10              0.3  %             11              0.4  %                  10              0.2  %             20              0.3  %

Operating income                           307              9.9  %            272              8.9  %                 583              9.4  %            413              6.7  %

Interest income                              4              0.1  %              6              0.2  %                   7              0.1  %             13              0.2  %
Interest expense                           (37)            (1.2  %)           (52)            (1.7  %)                (77)            (1.2  %)          (112)            (1.8  %)
Other non-operating
income, net                                  3              0.1  %              4              0.1  %                   6              0.1  %             12              0.2  %

Income from continuing
operations before income
taxes and equity in income
of affiliated companies                    277              8.9  %            230              7.6  %                 519              8.4  %            326              5.3  %

Income tax expense                         (55)            (1.8  %)           (45)            (1.5  %)               (116)            (1.9  %)           (67)            (1.1  %)
Equity in income of
affiliated companies                         -                -                 3              0.1  %                  19              0.3  %              5              0.1  %

Income from continuing
operations                                 222              7.2  %            188              6.2  %                 422              6.8  %            264              4.3  %

Loss from discontinued
operations                                   -                -                 -                -                      -                -                (8)            (0.1  %)

Net income                       $         222              7.2  %        $   188              6.2  %        $        422              6.8  %        $   256              4.1  %

Net income attributable to
non-controlling interests                   (3)            (0.1  %)            (2)            (0.1  %)                 (5)            (0.1  %)            (4)            (0.1  %)

Net income attributable to
Amcor plc                        $         219              7.1  %        $   186              6.1  %        $        417              6.7  %        $   252              4.1  %



                                       30

--------------------------------------------------------------------------------

Overview



  Amcor is a global packaging company with total sales of approximately $12.5
billion in fiscal year 2020. We employ approximately 47,000 people across
approximately 230 principal manufacturing sites in more than 40 countries, and
are a leader in developing and producing a broad range of packaging products
including flexible and rigid packaging, specialty cartons and closures. In
fiscal year 2020, the majority of sales were made to the food, beverage,
pharmaceutical, medical device, home and personal care, and other consumer goods
end markets.

Significant Items Affecting the Periods Presented

Impact of COVID-19



  The 2019 Novel Coronavirus ("COVID-19") has resulted in a period of
unprecedented uncertainty and challenges which did not abate in our second
fiscal quarter. Amcor's business is almost entirely exposed to end markets which
have demonstrated the same resilience experienced through past economic cycles.
Our scale and global footprint has enabled us to collaborate with customers and
suppliers to meet volatile changes in demand and continue to service our
customers. We believe we are well-positioned to continue to meet the challenges
of the COVID-19 pandemic. However, we cannot reasonably estimate the duration
and severity of this pandemic or its ultimate impact on the global economy and
our operations and financial results. The ultimate near-term impact of the
pandemic on our business will depend on the extent and nature of any future
disruptions across the supply chain, government imposed restrictions on consumer
mobility and the pace of macroeconomic recovery in key global economies. Our
priorities during the COVID-19 pandemic continue to be protecting the health and
safety of our employees and effectively managing our operations and supply
chains to meet the needs of our customers.

Health and Safety



  Amcor's commitment to the health and safety of its employees remains our first
priority. Our rigorous precautionary measures include the formation of global
and regional response teams that maintain contact with authorities and experts
to actively manage the situation, restrictions on company travel, quarantine
protocols for employees who may have had exposure or have symptoms, frequent
disinfecting of Amcor locations and other measures designed to help protect
employees, customers and suppliers. We expect to continue these measures until
the COVID-19 pandemic is adequately contained for our business.

Operations and Supply Chain



  While we have experienced isolated disruptions to our operations to date,
including in the second quarter of fiscal year 2021, our operations have largely
been deemed as providing essential services and continue to supply our
customers. However, we have experienced continued volatility in customer order
patterns and could continue to experience significant volatility in the demand
for our products in the future. Our facilities have largely been exempt from
government mandated closure orders. While governmental measures may be modified,
we expect that our facilities will remain operational given the essential
products we supply. However, despite our best efforts to contain the impact in
our facilities, it remains possible that significant disruptions could occur as
a result of the pandemic, including temporary closures of our facilities.

We have not experienced any material disruptions in our supply chain to date and continue to monitor the risk of customer, raw material and other supply chain disruptions.

2019 Bemis Integration Plan



  In connection with the acquisition of Bemis, the Company initiated
restructuring activities in the fourth quarter of 2019 aimed at integrating and
optimizing the combined organization. As previously announced, the Company
continues to target realizing approximately $180 million of pre-tax synergies
driven by procurement, supply chain, and general and administrative savings by
the end of fiscal year 2022.

  The Company's total 2019 Bemis Integration Plan pre-tax integration costs are
expected to be approximately $200 million. The total 2019 Bemis Integration Plan
costs include $165 million of restructuring and related expenses and $35 million
of general integration expenses. The restructuring and related expenses are
comprised of approximately $90 million in employee related expenses, $25 million
in fixed asset related expenses, $20 million in other restructuring and $30
million in restructuring related expenses. The Company estimates that net cash
expenditures including asset disposal proceeds will be approximately $150
million, of which $115 million relates to restructuring and related
expenditures. Cash payments for the six months ended December 31, 2020 were $31
million, of which $25 million were payments related to restructuring and related
expenditures. Cash payments of approximately $50 million to $55 million are
expected for the balance of the fiscal year with
                                       31

--------------------------------------------------------------------------------

$40 million to $45 million representing payments for restructuring and related
expenses. The 2019 Bemis Integration Plan relates to the Flexibles segment and
Corporate and is expected to be completed by the end of fiscal year 2022.

  Restructuring related costs are directly attributable to restructuring
activities; however, they do not qualify for special accounting treatment as
exit or disposal activities. General integration costs are not linked to
restructuring. The Company believes the disclosure of restructuring related
costs provides more information on the total cost of our 2019 Bemis Integration
Plan. The restructuring related costs relate primarily to the closure of
facilities and include costs to replace graphics, train new employees on
relocated equipment and anticipated loss on sale of closed facilities.

2018 Rigid Packaging Restructuring Plan



  On August 21, 2018, the Company announced a restructuring plan in Amcor Rigid
Packaging ("2018 Rigid Packaging Restructuring Plan") aimed at reducing
structural costs and optimizing the footprint. The Plan includes the closures of
manufacturing facilities and headcount reductions to achieve manufacturing
footprint optimization and productivity improvements as well as overhead cost
reductions.

  The Company's total 2018 Rigid Packaging Restructuring Plan pre-tax
restructuring costs are expected to be approximately $115 million with the main
component being the cost to exit manufacturing facilities and employee related
costs. The Company estimates that approximately $75 million of the $115 million
total costs will result in cash expenditures. Cash payments for the six months
ended December 31, 2020 were $13 million, with approximately $5 million expected
during the remainder of the fiscal year. The 2018 Rigid Packaging Restructuring
Plan is expected to be substantially completed during fiscal 2021.

For more information about our restructuring plans, refer to Note 4, "Restructuring Plans" of "Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements".

High Inflation Accounting



  We have subsidiaries in Argentina that historically had a functional currency
of the Argentine Peso. As of June 30, 2018, the Argentine economy was designated
as highly inflationary for accounting purposes. Accordingly, beginning July 1,
2018, we began reporting the financial results of our Argentinean subsidiaries
with a functional currency of the Argentine Peso at the functional currency of
the parent, which is the U.S. dollar. Highly inflationary accounting in the
three months ended December 31, 2020 and 2019 resulted in a negative impact of
$6 million and $3 million, respectively, and $11 million and $18 million in the
six months ended December 31, 2020 and 2019, respectively, in foreign currency
transaction losses that was reflected on the unaudited condensed consolidated
statement of income.

                                       32

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses