Item 8.01 Other Events
Part I
Supplementary Financial Information
Amcor plc (the "Company") is filing this Current Report on Form 8-K (this 8-K)
to update the consolidated financial statements of the Company and its
subsidiaries included in its Annual Report on Form 10-K (the "2019 FY 10-K") and
in its Quarterly Reports on Form 10-Q that have been filed subsequent to the
2019 FY 10-K (the "Q1 and Q2 2020 10-Qs") only for the purpose of (i) adding, in
new footnotes to the notes to those financial statements, condensed
consolidating financial information pursuant to Rule 3-10 of Regulation S-X
regarding the Company and certain subsidiary issuers and subsidiary guarantors
of senior unsecured notes guaranteed and to be guaranteed by the Company and
(ii) reflecting related updates to the reports of the independent registered
public accounting firms included in the 2019 FY 10-K. In connection with this
update, the Company is also re-filing with this 8-K the financial statement
schedule appearing under the caption "Schedule II - Valuation and Qualifying
Accounts and Reserves" in the 2019 FY 10-K, without any changes thereto. That
financial statement schedule is included as part of Exhibit 99.1 to this 8-K.
Except with respect to the updates noted above, the consolidated financial
statements of the Company and its subsidiaries included in the 2019 FY 10-K and
the Q1 and Q2 2020 10-Qs are the same as the updated versions filed with this
8-K.
Pro Forma Financial Information
The Company is also filing this 8-K to provide unaudited pro forma condensed
combined statement of income of the Company for the year ended June 30, 2019
that gives effect to the previously announced business combination (the
"Merger") pursuant to which Bemis Company, Inc. and Amcor Pty Ltd (formerly
known as Amcor Limited) were acquired by and became wholly-owned subsidiaries of
the Company in a stock-for-stock transaction on June 11, 2019. The pro forma
condensed combined statement of income gives effect to the Merger as if it had
taken place on July 1, 2018.
General
The Company is providing the financial information referred to above so that it
may be incorporated by reference in a registration statement on Form S-1 being
filed today by the Company and certain of its subsidiaries in connection with
offers by certain of the Company's subsidiary issuers to exchange certain
privately-placed senior unsecured notes guaranteed by the Company and certain of
its subsidiaries for corresponding notes registered under the Securities Act of
1933, as amended.
This 8-K should be read in conjunction with the 2019 FY 10-K and the Q1 and Q2
2020 10-Qs.
Part II
Supplemental Risk Factor
The Company is supplementing the risk factors set out under "Item 1A. Risk
Factors" in the 2019 FY 10-K with the additional risk factor set out below. The
risk factor below should be read in conjunction with the risk factors set out in
the 2019 FY 10-K. Other factors not presently known to the Company or that the
Company presently believes are not material could also affect the business
operations and financial results of the Company and its subsidiaries.
Our business and operations may be adversely affected by the recent 2019 Novel
Coronavirus (COVID-19) outbreak or other similar outbreaks.
Any outbreaks of contagious diseases, including the recent outbreak of the
coronavirus that was first detected in Wuhan, China in December 2019, and other
adverse public health developments in countries where we operate could have a
material and adverse effect on our business, financial condition and results of
operations. These effects could include disruptions or restrictions on our
employees' ability to travel, as well as temporary closures of our facilities or
the facilities of our customers, suppliers, or other vendors in our supply
chain. In addition, the coronavirus may result in a widespread health crisis
that could adversely affect the economies and financial markets of many
countries, resulting in an economic downturn that could affect demand for our
end customers' products. Any of these events, which may result in disruptions to
our supply chain or customer demand, could materially and adversely affect our
business and our financial results. The extent to which the coronavirus will
impact our business and our financial results will depend on future
developments, which are highly uncertain and cannot be predicted. Such
developments may include the geographic spread of the virus, the severity of the
disease, the duration of the outbreak, the actions that may be taken by various
governmental authorities in response to the outbreak and the possible impact on
the Chinese or global economy. As a result, at the time of this filing, it is
impossible to predict the overall impact of the coronavirus on our business and
financial results.
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Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined statement of income of the Company
for the year ended June 30, 2019 with respect to the Merger, which is filed as
Exhibit 99.4 to this 8-K, is incorporated herein by reference.
(d) Exhibits.
Exhibit No. Description
23.1 Consent of PricewaterhouseCoopers AG.
23.2 Consent of PricewaterhouseCoopers.
99.1 Part II, Item 8. Financial Statements and Supplementary Data, of the
Company's Annual Report on Form 10-K for the year ended June 30, 2019,
and "Schedule II - Valuation and Qualifying Accounts and Reserves" in
the Company's Annual Report on Form 10-K for the year ended June 30,
2019.
99.2 Part 1, Item 1. Financial Statements, of the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2019.
99.3 Part 1, Item 1. Financial Statements, of the Company's Quarterly
Report on Form 10-Q for the quarter ended December 31, 2019.
99.4 Unaudited Pro Forma Condensed Combined Statement of Income of the
Company for the year ended June 30, 2019.
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