Amcor plc
For the period ended Dec 31, 2023. Filed Feb 7, 2024.
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Dec 31, 2023 · Filed Feb 7, 2024
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Supplemental Guarantor Information
Amcor plc, along with certain wholly owned subsidiary guarantors, guarantee the following senior notes issued by the wholly owned subsidiaries, Amcor Flexibles North America, Inc. and Amcor UK Finance plc.
$500 million, 4.000%, Guaranteed Senior Notes due 2025 of Amcor Flexibles North America, Inc.
$300 million, 3.100%, Guaranteed Senior Notes due 2026 of Amcor Flexibles North America, Inc.
$600 million, 3.625%, Guaranteed Senior Notes due 2026 of Amcor Flexibles North America, Inc.
$500 million, 4.500%, Guaranteed Senior Notes due 2028 of Amcor Flexibles North America, Inc.
$500 million, 2.630%, Guaranteed Senior Notes due 2030 of Amcor Flexibles North America, Inc.
$800 million, 2.690%, Guaranteed Senior Notes due 2031 of Amcor Flexibles North America, Inc.
€500 million, 1.125%, Guaranteed Senior Notes due 2027 of Amcor UK Finance plc
$500 million, 5.625% Guaranteed Senior Notes due 2033 of Amcor Finance (USA), Inc.
The six notes issued by Amcor Flexibles North America, Inc. are guaranteed by its parent entity, Amcor plc, and the subsidiary guarantors Amcor Pty Ltd, Amcor Finance (USA), Inc., and Amcor UK Finance plc. The note issued by Amcor UK Finance plc is guaranteed by its parent entity, Amcor plc, and the subsidiary guarantors Amcor Pty Ltd, Amcor Flexibles North America, Inc., and Amcor Finance (USA), Inc. The note issued by Amcor Finance (USA), Inc. is guaranteed by its ultimate parent entity, Amcor plc, and the subsidiary guarantors Amcor Pty Ltd, Amcor Flexibles North America, Inc., and Amcor UK Finance plc.
All guarantors fully, unconditionally, and irrevocably guarantee, on a joint and several basis, to each holder of the notes, the due and punctual payment of the principal of, and any premium and interest on, such note and all other amounts payable, when and as the same shall become due and payable, whether at stated maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of the notes and related indenture. The obligations of the applicable guarantors under their guarantees will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, or similar laws) under applicable law. The guarantees will be unsecured and unsubordinated obligations of the guarantors and will rank equally with all existing and future unsecured and unsubordinated debt of each guarantor. None of our other subsidiaries guarantee such notes. The issuers and guarantors conduct large parts of their operations through other subsidiaries of Amcor plc.
Amcor Flexibles North America, Inc. is incorporated in Missouri in the United States, Amcor UK Finance plc is incorporated in England and Wales, United Kingdom, Amcor Finance (USA), Inc. is incorporated in Delaware in the United States, and the guarantors are incorporated under the laws of Jersey, Australia, the United States, and England and Wales and, therefore, insolvency proceedings with respect to the issuers and guarantors could proceed under, and be governed by, among others, Jersey, Australian, United States, or English insolvency law, as the case may be, if either issuer or any guarantor defaults on its obligations under the applicable Notes or Guarantees, respectively.
Below is the summarized financial information of the combined Obligor Group made up of Amcor plc (as parent guarantor), Amcor Flexibles North America, Inc., Amcor UK Finance plc, and Amcor Finance (USA), Inc. (as subsidiary issuers of the notes and guarantors of each other’s notes), and Amcor Pty Ltd (as the remaining subsidiary guarantor).
Basis of Preparation
The following summarized financial information is presented for the parent, issuer, and guarantor subsidiaries ("Obligor Group") on a combined basis after elimination of intercompany transactions between entities in the combined group and amounts related to investments in any subsidiary that is a non-guarantor.
This information is not intended to present the financial position or results of operations of the combined group of companies in accordance with U.S. GAAP.
Statement of Income for Obligor Group
| ($ in millions) | Six Months Ended December 31, 2023 |
|---|---|
| Net sales - external | $476 |
| Net sales - to subsidiaries outside the Obligor Group | 2 |
| Total net sales | 478 |
| Gross profit | 83 |
| Net income | $130 |
| Net income attributable to non-controlling interests | — |
| Net income attributable to Obligor Group | $130 |
Balance Sheets for Obligor Group
| ($ in millions) | December 31, 2023 | June 30, 2023 |
|---|---|---|
| Assets | ||
| Current assets - external | $1,579 | $1,184 |
| Current assets - due from subsidiaries outside the Obligor Group | 220 | 190 |
| Total current assets | 1,799 | 1,374 |
| Non-current assets - external | 1,458 | 1,415 |
| Non-current assets - due from subsidiaries outside the Obligor Group | 12,017 | 10,992 |
| Total non-current assets | 13,475 | 12,407 |
| Total assets | $15,274 | $13,781 |
| Liabilities | ||
| Current liabilities - external | $2,482 | $1,912 |
| Current liabilities - due to subsidiaries outside the Obligor Group | 45 | 37 |
| Total current liabilities | 2,527 | 1,949 |
| Non-current liabilities - external | 7,184 | 6,801 |
| Non-current liabilities - due to subsidiaries outside the Obligor Group | 10,891 | 9,917 |
| Total non-current liabilities | 18,075 | 16,718 |
| Total liabilities | $20,602 | $18,667 |
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