March 31, 2020
Michael Casamento
Chief Financial Officer
Amcor PLC
83 Tower Road North
Warmley, Bristol BS30 8XP
United Kingdom
Re: Amcor PLC
Form 10-K for the Fiscal Year Ended June 30, 2019
Form 10-Q for the Fiscal Quarter Ended December 31, 2019
Form 8-K furnished February 11, 2020
File No. 001-38932
Dear Mr. Casamento:
We have reviewed your filings and have the following comments. In some
of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 10-K for the Fiscal Year Ended June 30, 2019
Financial Statements
Consolidated Statement of Cash Flows, page 43
1. We note from your disclosure in Note 4 that the Bemis acquisition in 2019
was a
significant stock only acquisition. Please revise the statement of cash
flows to disclose all
noncash investing and financing activities as required by ASC
230-10-50-3.
2. We note that you have included an adjustment to reconcile net income to
net cash
provided by operating activities of $77.9 million titled "other, net."
Please identify for us
the nature of this adjustment.
Michael Casamento
FirstName LastNameMichael Casamento
Amcor PLC
Comapany2020
March 31, NameAmcor PLC
Page 2
March 31, 2020 Page 2
FirstName LastName
Notes to Consolidated Financial Statements
Note 10 - Fair Value Measurements, page 60
3. We note from your disclosures that during 2019 and 2018 you had
several impairments
such as the $31.1 million impairment for a technology intangible in
2019 and a $36.5
million impairment to an equity method investment in 2019. Please
revise to include
disclosures related to assets and liabilities measured at fair value
on a nonrecurring basis
as required by ASC 820-10-50-2.
Form 10-Q for the Fiscal Quarter Ended December 31, 2019
Financial Statements
Notes to Condensed Consolidated Financial Statements
Note 14 Segments, page 29
4. We note from your disclosure on page 29 that you aggregate your five
Flexibles operating
segments into one reportable segment. It appears from your disclosure
on page 31 that
sales from North America were over 50% of total sales for the six
month ended December
31, 2019. Explain to us how you evaluated the aggregation criteria in
ASC 280-10-50-11
in determining you have only one Flexibles reportable segment. In
doing so, explain in
sufficient detail how you determined your operating segments have
similar economic
characteristics.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations Three Months Ended December 31, 2019
Consolidated Results of Operations, page 37
5. We note that you present net sales and Adjusted EBIT "on a comparative
basis" for the
comparable period in fiscal 2018. Please note that due to different
basis of accounting, we
do not consider it appropriate to combine results from the accounting
acquiree and
acquiror without the appropriate Regulation S-X, Article 11
adjustments. Please revise to
remove this combined presentation from all relevant discussion in your
MD&A.
Alternatively, you may present and discuss changes with the prior year
period on a pro
forma basis, consistent with Article 11 of Regulation S-X.
General
6. We note that it appears from your statements of cash flow, that during
the six months
ended December 31, 2019, the loss on transition to hyperinflationary
accounting for
Argentine subsidiaries is material to your income statement. Please
revise the notes to the
financial statements to disclose your accounting policy for highly
inflationary economies.
Also, please consider the disclosures outlined in ASC 830-20-50.
Michael Casamento
Amcor PLC
March 31, 2020
Page 3
Form 8-K furnished February 11, 2020
Exhibit 99.1
Presentation of Prior Year Information, page 2
7. We note from pages 2 and 7 that your earnings release includes certain
combined amounts
considered supplemental unaudited combined financial information which
were not
prepared in accordance with Article 11 of Regulation S-X. Therefore,
it is unclear why
you believe that the supplemental unaudited combined financial
information current
discussion is appropriate and that providing a supplemental discussion
of pro forma
financial information would not be more meaningful to an investor,
considering that your
current presentation excludes pro forma adjustments calculated under
Article 11 of
Regulation S-X. Considering your disclosures in the 8-K that certain
adjustments were
made to the combined data, please tell us how the supplemental
unaudited combined
financial information compares to amounts calculated in accordance
with Article 11 of
Regulation S-X. We may have further comment upon receipt of your
response.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Heather Clark at 202-551-3624 or Claire Erlanger at
202-551-3301 with
any questions.
FirstName LastNameMichael Casamento Sincerely,
Comapany NameAmcor PLC
Division of
Corporation Finance
March 31, 2020 Page 3 Office of
Manufacturing
FirstName LastName