Debt | Debt Long-Term Debt The following table summarizes the carrying value of long-term debt at June 30, 2020 and 2019, respectively: June 30, (in millions) 2020 2019 Bank loans $ 416.7 $ 2,116.4 Commercial paper (1) 1,976.5 221.2 U.S. dollar notes due 2019, 2021, 2026, 2028 and 2030 (1) 2,299.9 2,199.9 U.S. private placement notes due 2021 (1) 275.0 275.0 Euro bonds due 2023 and 2027 899.4 341.5 Euro private placement notes due 2020 (1) 112.4 113.7 Other loans 22.1 33.1 Finance lease obligations 33.2 4.3 Interest rate swap adjustment 31.3 34.9 Unamortized discounts and debt issuance costs (27.0) (25.6) Total debt 6,039.5 5,314.4 Less: current portion (11.1) (5.4) Total long-term debt $ 6,028.4 $ 5,309.0 (1) Indicates debt which has been classified as long-term liabilities in accordance with the Company’s ability and intent to refinance such obligations on a long-term basis. At June 30, 2020 and 2019, land, plant and buildings with a carrying value of $30.5 million and $34.0 million, respectively, have been pledged as security for bank and other loans. The following table summarizes the contractual maturities of the Company's long-term debt, including current maturities (excluding payments for finance leases) at June 30, 2020 for the succeeding five fiscal years and thereafter: (in millions) 2021 $ 409.6 2022 (1) 1,424.7 2023 (1) 389.9 2024 (2) 1,292.1 2025 — Thereafter 2,485.7 (1) Commercial paper denominated in U.S. dollars is classified as maturing in 2022 and 2023, supported by the 3 year and 4 year syndicated facilities. (2) Commercial paper denominated in Euros is classified as maturing in 2024, supported by the 5 year syndicated facility. Bank loans The Group has entered into syndicated and bilateral multi-currency credit facilities with financial institutions. The facilities' limits, maturities and interest rates are as follows: Original Facility Limit Current Facility Limit Maturity Interest Rate (in millions) 2019 2020 2019 2020 364 day syndicated facility (1) $ 1,050.0 $ — April 5, 2020 — LIBOR + 1.125% — 3 year term syndicated facility 750.0 400.0 April 30, 2022 April 30, 2022 LIBOR + 1.125% LIBOR + 1.125% 3 year syndicated facility 750.0 750.0 April 30, 2022 April 30, 2022 LIBOR + 1.250% LIBOR + 1.250% 4 year syndicated facility 1,500.0 1,500.0 April 30, 2023 April 30, 2023 LIBOR + 1.250% LIBOR + 1.250% 5 year syndicated facility 1,500.0 1,500.0 April 30, 2024 April 30, 2024 LIBOR + 1.250% LIBOR + 1.250% (1) The 364 day syndicated facility was canceled on June 29, 2020. June 30, 2020 (in millions) Facility Usage Undrawn Commitments 3 year term syndicated facility 400.0 — 3 year syndicated facility (1) (2) 750.0 — 4 year syndicated facility (1) (2) 46.8 1,453.2 5 year syndicated facility (1) (2) 1,179.8 320.2 Secured bank loans 11.0 — Total $ 2,387.6 $ 1,773.4 June 30, 2019 (in millions) Facility Usage Undrawn Commitments 364 day syndicated facility $ 511.6 $ 538.4 3 year term syndicated facility 750.0 — 3 year syndicated facility (1) (2) 200.0 328.7 4 year syndicated facility (1) 1,155.2 344.8 5 year syndicated facility (1) — 1,500.0 Secured bank loans 2.4 14.3 Total $ 2,619.2 $ 2,726.2 (1) The 3, 4 and 5 year syndicated facilities support the Company's commercial paper borrowings. (2) June 30, 2020 and 2019 commercial paper included in this syndicated facility. Facility fees of approximately 0.10% to 0.15% are payable on the undrawn commitments. The Company has access to a single, multi-tranche syndicated facility with a group of counterparty banks. The funding arrangements provide for $4.2 billion of facilities consisting of a 3 year term loan tranche expiring in 2022, as well as 3, 4 and 5 year revolver tranches expiring between 2022 and 2024, which may be used to support our commercial paper borrowings. The agreements include customary terms and conditions for a syndicated facility of this nature and the revolving tranches have two 12 month options available to management to extend the maturity date. On September 25, 2019 and December 15, 2019, the Company canceled $250.0 million and $100.0 million, respectively, of the $750.0 million term loan facility. In April 2020, the Company extended the maturity of a 364 day syndicated facility by an additional six months to October 2020 and reduced the facility size from $1,050.0 million to $840.0 million. This facility was canceled on June 29, 2020 following the issuance of $500.0 million 10 year senior unsecured notes on June 19, 2020 and €500.0 million 7 year senior unsecured notes on June 23, 2020. U.S. Dollar Notes due 2030 On June 19, 2020, the Company completed an offering of $500.0 million aggregate principal amount of its Senior Unsecured Notes due 2030 (the "Notes due 2030") in a registered offering. The Notes due 2030 mature on June 19, 2030. The Company pays interest at 2.63% per annum, semi-annually in arrears on June 19 and December 19, commencing on December 19, 2020. The Company may redeem some or all the notes at any time at a redemption price equal to the greater of the principal amount and a make-whole amount plus accrued and unpaid interest to the redemption date. On or after March 19, 2030 (three months prior to the maturity date), the Company may redeem any note at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to the redemption date. U.S. Dollar Notes due 2028 On May 7, 2018, the Company completed an offering of $500.0 million aggregate principal amount of its Senior Unsecured Notes due 2028 (the "Notes due 2028") in a private offering. The Notes due 2028 mature on May 15, 2028. The Company pays interest at 4.5% per annum, semi-annually in arrears on May 15 and November 15, commencing on November 15, 2018. The Company may redeem some or all the notes at any time at a redemption price equal to the greater of the principal amount and a make-whole amount plus accrued and unpaid interest to the redemption date. On or after February 15, 2028 (three months prior to the maturity date), the Company may redeem any note at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to the redemption date. U.S. Dollar Notes due 2026 On April 19, 2016, the Company completed an offering of $600.0 million aggregate principal amount of its Senior Unsecured Notes due 2026 (the "Notes due 2026") in a private offering. The Notes due 2026 mature on April 28, 2026. The Company pays interest at 3.625% per annum, semi-annually in arrears on April 28 and October 28, commencing on October 28, 2016. The Company may redeem some or all the notes at any time at a redemption price equal to the greater of 100% of the principal amount and the sum of present value of the principal amount of the notes to be redeemed and the present value of the remaining scheduled payments of interest as determined by a quotation agent. On or after January 28, 2026 (three months prior to the maturity date), the redemption price will equal 100% of the principal amount plus accrued and unpaid interest to the redemption date. U.S. Dollar Notes due 2019, 2021 and 2026 On June 11, 2019, the Company completed its acquisition of Bemis and assumed its Senior Unsecured Notes (the "Bemis Notes"). The Bemis Notes were issued on July 27, 2009, October 4, 2011 and September 15, 2016 and have an aggregate principal amount of $400.0 million, $399.9 million and $300.0 million and mature on August 1, 2019, October 15, 2021 and September 15, 2026. The Company pays interest at 6.80%, 4.50% and 3.10% per annum, semi-annually in arrears, on the Bemis Notes maturing in 2019, 2021 and 2026, respectively. The Company retired upon maturity the note due on August 1, 2019. U.S. Private Placement Notes due 2016, 2018 and 2021 On December 15, 2009, the Company completed an offering of $850.0 million aggregate principal amount of its Senior Unsecured Notes with bullet maturities of December 15, 2016 ($275.0 million), December 15, 2018 ($300.0 million) and December 15, 2021 ($275.0 million). The Company pays interest at 5.38%, 5.69% and 5.95% per annum respectively, semi-annually in arrears on June 15 and December 15, commencing on June 15, 2010. In December 2016 and December 2018, $275.0 million and $300.0 million, respectively, of aggregate principal amount was fully repaid. The Company may, at its option, redeem all, or from time to time any part of, the notes, in an amount not less than 5.0% of the aggregate principal amount of the notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the applicable make-whole amounts determined for the prepayment date with respect to such principal amount. Euro Bonds due 2027 On June 23, 2020, the Company issued €500.0 million of unsecured Eurobond market borrowings with maturity June 23, 2027. The Company will pay interest at 1.125% per annum, annually in arrears, commencing on June 23, 2021. The Company may redeem some or all the notes at any time at a redemption price equal to the greater of the principal amount and a make-whole amount plus accrued and unpaid interest to the redemption date. On or after April 23, 2027 (two months prior to the maturity date), the Company may redeem any note at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to the redemption date. Euro Bonds due 2023 On March 22, 2013, the Company issued €300.0 million of unsecured Eurobond market borrowings with maturity March 22, 2023. The Company pays interest at 2.75% per annum, annually in arrears, commencing on March 22, 2014. A noteholder has the option to require the Company to redeem or, at the Company's option, purchase any notes held by it on the change of control put date (as defined in the agreement and conditional upon a credit rating downgrade to sub-investment grade) at the optional redemption amount together with interest accrued to (but excluding) the change of control put date. Euro Private Placement Notes due 2020 On September 1, 2010, the Company completed an offering of €150.0 million (of which €100.0 million were outstanding as of June 30, 2019) aggregate principal amount of its Senior Unsecured Notes due 2020 (the "Notes due 2020") in a private offering. The Notes due 2020 mature on September 1, 2020. The Company pays interest on the Notes due 2020 at 5.0% per annum, semi-annually in arrears on March 1 and September 1, commencing on March 1, 2011. The Company may, at its option, redeem all, or from time to time any part of, the notes, in an amount not less than 5.0% of the aggregate principal amount of the notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the applicable make-whole amounts determined for the prepayment date with respect to such principal amount. Exchange of Notes Related to Bemis Acquisition On June 13, 2019, pursuant to terms and conditions of the offering memorandum and consent solicitation statement, dated as of May 8, 2019, Amcor Finance (USA), Inc. and Bemis Company, Inc. settled the exchange of various Senior and Guaranteed Senior Notes for new Guaranteed Senior Notes issued by the Issuers. Consent was received from Note holders who tendered approximately 91.7% of Notes across five notes (U.S. dollar notes due 2026 and 2028, and the Bemis Notes due 2019, 2021 and 2026). In return for the debt exchange, certain indenture terms and conditions were amended and/or removed relating to Bemis Company, Inc. Subsequently on April 23, 2020, 99.9% of these Notes were tendered by Note holders and exchanged under a Form S-1 Statement filed March 9, 2020. These Notes have been registered under the Securities Act, as described in an Exchange Offer Prospectus of the Company dated March 23, 2020. Guarantees and Financial Covenants All the notes are general unsecured senior obligations of the Company and are fully and unconditionally guaranteed on a joint and several basis by certain existing subsidiaries that guarantee its other indebtedness. The Company is required to satisfy certain financial covenants pursuant to its bank loans and notes, which are tested as of the last day of each quarterly and annual financial period, including: a) a leverage ratio, which is calculated as total net debt divided by Adjusted EBITDA and b) an interest coverage ratio, which is calculated as Adjusted EBITDA divided by net interest expense, as defined in the related debt agreements. As of June 30, 2020 and 2019, the Company was in compliance with all debt covenants. Short-Term Debt Short-term debt, which primarily consists of bank loans and bank overdrafts, is generally used to fund working capital requirements. The Company has classified commercial paper as long-term at June 30, 2020 in accordance with the Company’s ability and intent to refinance such obligations on a long-term basis. The following table summarizes the carrying value of short-term debt at June 30, 2020 and 2019, respectively. June 30, (in millions) 2020 2019 Bank loans 184.2 533.6 Secured borrowings — 152.7 Bank overdrafts 11.0 102.5 Total short-term debt $ 195.2 $ 788.8 As of June 30, 2020, the Company paid a weighted-average interest rate of 2.97% per annum, payable at maturity. As of June 30, 2019, the Company paid a weighted-average interest rate of 1.61% per annum, payable at maturity. The Company enters into factoring arrangements from time to time to sell trade receivables to third-party financial institutions. Agreements that do not qualify as true sales, as defined in ASC 860, are accounted for as secured borrowings and recorded in the consolidated balance sheet within short-term debt. The secured borrowings at June 30, 2019 reflect agreements that do not qualify as true sales. |