United States securities and exchange commission logo
March 31, 2023
Michael Casamento
Chief Financial Officer
Amcor plc
83 Tower Road North
Warmley, Bristol
United Kingdom, BX308XP
Re: Amcor plc
Form 10-K for the
Year Ended June 30, 2022
Form 10-Q for the
Quarter Ended December 31, 2022
Form 8-K furnished
February 7, 2023
File No. 001-38932
Dear Michael Casamento:
We have limited our review of your filing to the financial
statements and related
disclosures 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 Year Ended June 30, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Presentation of Non-GAAP Information, page 34
1. We note your disclosure
that Adjusted EBIT from continuing operations and Adjusted Net
Income from continuing
operations include an adjustment for the amortization of acquired
intangible assets from
business combinations. We also note from your footnote to the
table that amortization
of acquired intangible assets from business combinations includes
amortization expenses
related to all acquired intangible assets from past acquisitions,
including $26 million
of sales backlog amortization for the fiscal year 2020 from the
Bemis acquisition.
Please revise future filings to disclose that while the expense is
excluded, the revenue
of the acquired company is reflected in the measure and that those
assets contribute to
revenue generation. Your disclosures in your earnings releases
Michael Casamento
FirstName
Amcor plc LastNameMichael Casamento
Comapany
March NameAmcor plc
31, 2023
March2 31, 2023 Page 2
Page
FirstName LastName
furnished on Form 8-K should be similarly revised.
Note 11. Fair Value Measurements, page 71
2. We note that within the section titled "Assets and Liabilities
Measured and Recorded at
Fair Value on a Nonrecurring Basis," you disclose that during the
fourth quarter of fiscal
year 2022, you met the criteria to recognize the related assets and
liabilities of the Russian
operations as held for sale which resulted in remeasuring the disposal
group at its fair
value, less cost to sell, which is considered a Level 3 fair value
measurement. Please tell
us, and revise to disclose in future filings, the description of the
valuation technique(s) and
the inputs used in the fair value measurement of the disposal group.
See guidance in ASC
820-10-50-2(bbb)(1). Please note this disclosure should be made for
any material
nonrecurring fair value measurements.
Note 21. Segments, page 97
3. We note your disclosure of revenue disaggregated by sales by major
product and
geography. Please tell us how you considered disclosing revenue by
industry segment
under the guidance in ASC 606-10-55-89 through 55-91. In this regard,
we note that
investor presentations and earnings calls appear to address changes in
sales volumes
related to specific industries or market segments such as medical and
pharmaceutical,
beverage, food and consumer goods, etc. Please advise or revise
accordingly.
4. We note your disclosure that your five Flexibles operating segments
(Flexibles Europe,
Middle East and Africa; Flexibles North America; Flexibles Latin
America; Flexibles
Asia Pacific; and Specialty Cartons) have been aggregated in the
Flexibles reportable
segment as they exhibit similarity in economic characteristics and
future prospects,
similarity in the products they offer, their production technologies,
the customers they
serve, the nature of their service delivery models, and their
regulatory environments. We
also note from your disclosure in MD&A on page 29 that it appears
higher rates of
regional inflation and raw material supply in certain regions affected
your operations.
Please 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, including historical and projected profit measures
for each of the operating
segments.
Form 10-Q for the Quarter Ended December 31, 2022
Note 3. Restructuring and Other Related Activities, Net, page 12
5. We note that in the three months ended December 31, 2022, you
recognized a pre-tax net
gain on the disposal of the Russian Business which included a reversal
of a $90 million
impairment charge recorded in the quarter ended June 30, 2022. Please
provide us more
detail as to how you calculated the $215 million gain. As part of your
response, please
explain to us why you believe it is appropriate to reverse this
impairment charge. See
Michael Casamento
Amcor plc
March 31, 2023
Page 3
guidance in ASC 360-10-35-20.
Form 8-K furnished February 7, 2023
Exhibit 99.1 Earnings Release , page 14
6. We note that your Adjusted Free Cash Flow measure excludes amounts
related to the
Russia-Ukraine conflict, which appear to be cash costs. Please tell us
how you considered
Item 10(e)(ii)(A) of Regulation S-K, which prohibits the exclusion of
liabilities or charges
that require, or may require, cash settlement from a liquidity measure
or revise to remove
such adjustment. Also, please tell us why you believe it is
appropriate to reconcile
adjusted free cash flow to both net cash provided by operating
activities, and Adjusted
EBITDA. In this regard, it appears from your disclosure that you use
Adjusted EBITDA
as a performance measure, however Adjusted Free Cash Flow is a
liquidity measure.
Please advise or revise accordingly.
In closing, 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 Claire Erlanger at (202) 551-3301 or Melissa Gilmore at
(202) 551-
3777 with any questions.
FirstName LastNameMichael Casamento Sincerely,
Comapany NameAmcor plc
Division of
Corporation Finance
March 31, 2023 Page 3 Office of
Manufacturing
FirstName LastName