AMCRAmcor

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.

The Company respectfully acknowledges the Staff’s comment. The Company did disclose in Note 4 that the acquisition of Bemis was stock only and highlighted the exchange ratio and fair value of consideration exchanged. The Company has reviewed the disclosure requirements of ASC 230-10-50-3 and will revise future filings to present information about all material investing and financing activities that affect recognized assets or liabilities but that do not result in cash receipts or cash payments.

Rest of the answer

This will include disclosure to present in our consolidated statement of cash flows the issuance of ordinary shares for material acquisitions, material accruals for the purchase of property, plant and equipment, and any other material noncash investing and financing activities. The Company intends to make

Amcor plc

Thurgauerstrasse 34, CH-8050, Zürich , Switzerland, www.amcor.com

***CONFIDENTIAL TREATMENT REQUESTED BY AMCOR PLC FOR CERTAIN PORTIONS OF THIS LETTER PURSUANT TO RULE 83*** these disclosures beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2020.

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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.

The “other, net” line in the fiscal year 2019 Consolidated Statement of Cash Flows includes several items. The composition of “other, net” is consistent among all periods presented.

In fiscal year 2019, there were three items that largely contributed to the balance:

· A reduction of tax reserves of $49.0 million resulting from final tax determinations following the filing of tax returns, closing of statutes related to prior tax filings and the reduction of a tax liability established for prior year tax law changes in one of the Company’s foreign jurisdictions.

· In connection with the

Rest of the answer

Bemis acquisition and a related debt consent and exchange effected in June 2019, the Company incurred higher cash outflows related to the accelerated settlement of accrued interest balances, resulting in cash interest payments which exceeded net interest expense by approximately $16.5 million.

· The Company recognized net deferred credits of $16.2 million related to the Company’s captive insurance company.

The remainder of the balance is comprised of individually immaterial items.

Read in the reply ↗

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.

The Company respectfully acknowledges the Staff’s comment and has reviewed the disclosure requirements of ASC 820-10-50-2. Upon our review, we believe that our disclosure meets many of the substantive disclosure requirements related to assets measured at fair value on a non-recurring basis, albeit outside of Note 10 – Fair Value Measurements.

Rest of the answer

For instance, in Note 7 – Equity Method Investments, we state the methodology and publicly traded stock price input used to evaluate impairment (a Level 1 valuation within the fair value hierarchy), along with the results of the most recent impairment test performed. Likewise, in Note 9 – Goodwill and Other Intangible Assets, we state the results of our annual impairment test for intangible assets, and expound upon the asset class, including the valuation techniques used and discounted cash flow input (a Level 3 valuation within the fair value hierarchy), in our Critical Accounting Estimates and Judgements.

However, the Company acknowledges that aggregating the information in one location within the financial statement notes would be beneficial to a reader of our financial statements, along with a more direct statement of the level within the fair value hierarchy for each asset class and a corresponding discussion of the inputs used to value Level 3 assets.

In light of the Staff’s comment, find below an example of additional disclosure which will be included in our Fair Value Measurements note. The specific disclosure shown below is a revision to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 and is shown for illustrative purposes only, as an example of the type of language that Amcor intends to include in its periodic filings beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Fair Value Measurements – Nonrecurring Basis

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring basis as required by U.S. GAAP. The Company measures certain assets, including the Company’s equity method investments and intangible assets, at fair value on a nonrecurring basis when they are deemed to be other than temporarily impaired. The fair values of these assets are determined, when applicable, based on valuation techniques using the best information available, and may include quoted market prices, market comparables and discounted cash flow projections.

The Company tests for impairment of its equity method investments when impairment indicators are present. Impairment tests were performed by comparing the carrying value of the Company’s investment in AMVIG Holdings Limited (“AMVIG”) at the end of each period, including interim periods, to the fair value of the investment, which was determined based on AMVIG’s quoted share price. The Company recorded impairment charges in fiscal years 2019 and 2018 of $14.0 million and $36.5 million, respectively, as the fair value of the investment was below its carrying value. The Company did not record an impairment charge in fiscal 2017 as the fair value of the investment was above its carrying value. The Company classified these fair value measurements as Level 1.

Similar to the manner in which it tests other intangible assets, the Company tests technology intangibles for impairment when facts and circumstances indicate the carrying value may not be recoverable from their undiscounted cash flows. During fiscal 2019, and in conjunction with a business review and the Company’s annual review of intangibles, the Company performed a quantitative impairment test for a technology intangible asset utilizing a discounted cash flow valuation method using current market interest rates for instruments with similar terms and recognized non-cash impairment charges of $31.1 million to reduce the carrying value of the asset to its fair value. There were no technology intangible impairment charges recorded during the twelve months ended June 30, 2018. The Company classified these fair value measurements as Level 3.

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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.

Rest of the question

In doing so, explain in sufficient detail how you determined your operating segments have similar economic characteristics.

The Company respectfully acknowledges the Staff’s comment. Both reportable segments of the Company have sales from North America. As the table below highlights, $2.9 billion or 46% of total company sales were from North America for the six months ended December 31, 2019. North American sales from the Flexibles reportable segment of $1.8 billion represented 37% of total Flexibles sales and 29% of total company sales while North American sales of $1.1 billion from the Rigid Packaging reportable segment represented approximately 80% of this segment’s total sales and 17% of total company

Rest of the answer

sales.

(in millions)

Six Months Ended December 31, 2019

Flexibles

Rigid

Packaging

Total

North America

$

1,786.1

1,068.7

2,854.8

Total Net Sales

4,844.0

1,339.8

6,183.8

% of Segment Total Sales

37%

80%

46%

% of Total Company Sales

29%

17%

As disclosed in the referenced filing, in conjunction with the acquisition of Bemis, the Company reassessed its segment reporting structure in the first fiscal quarter of 2020 and elected to disaggregate the Flexibles Americas operating segment into Flexibles North America and Flexibles Latin America. The 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 reporting segment.

The aggregation of the flexible operating segments is consistent with the criteria set forth in ASC 280-10-50-11, which provides that two or more operating segments may be aggregated a) if aggregation is consistent with the objectives and principles of ASC 280, b) if the operating segments have similar economic characteristics and c) if the operating segments are similar in the following five qualitative characteristics: nature of services, nature of developing their product, types of customers, methods of distributing products and similar regulatory environment.

The Company’s analysis of the considerations specified in ASC 280-10-50-11 is presented below. The Company believes it has appropriately aggregated its five flexible operating segments based on reasonable judgment and the intent of ASC 280.

Similar Qualitative Characteristics

The following factors were considered in concluding the five Flexibles operating segments share similar qualitative characteristics.

a. The nature of products and services – same types of products that are a variety of plastic, paper and aluminum flexible packaging for consumer products

The five Flexibles operating segments manufacture flexible packaging for customers in a variety of industries. The products of the different flexible operating segments may vary by customer, but they are similar in nature in that they are used for the protection and ease of use in various end products such as food, personal care products, medical and pharmaceutical products and other applications. The same types of primary raw materials are used across all operating segments including polymer resins, films, paper, ink, adhesives and aluminium.

b. The nature of the production process – same types of production equipment from same equipment suppliers that convert same materials

The production processes for the five Flexibles operating segments are consistent and include designing, printing, extruding, laminating, converting, slitting and rewinding into flexible packaging products using variations of the same raw materials. The production equipment used in these processes are also consistent and comprise large gravure and offset printing machines, extruders, slitters, cutters and laminators in addition to a variety of converting equipment including pouch and bag making equipment. The sourcing of direct and indirect materials as well as the equipment for these Flexibles operating segments is often a jointly coordinated effort. It is common for equipment and materials to be sourced for the different operating segments from the same supplier with similar specifications. On many occasions and for many years the Company has transferred production equipment from one Flexibles operating segment to another to address capacity issues given the similarity of the equipment.

c. The type or class of customer for their products and services – same types of customers, essentially global and regional fast-moving consumer goods companies

The customers of all five Flexibles operating segments are manufacturers of fast-moving consumer goods. Each Flexibles operating segment sells to large global key accounts as well as to smaller regional and local customers. Sales efforts to global key accounts are typically centrally coordinated between the five flexible operating segments to ensure cost efficiency, alignment of product specifications, and consistent customer experience across the globe.

d. The methods used to distribute their products or provide their services – essentially all sales are direct to customers (direct sales and direct distribution)

All products supplied by the five Flexibles operating segments are primarily distributed by the Company’s direct sales force. The flexible packaging products are distributed to customers in the same common formats (for example, rolls or sheets on pallets) where they are subsequently further processed and filled as part of the customer’s manufacturing process. The same transportation methods are used with primary methods being rail and trucks.

e. If applicable, the nature of the regulatory environment – all unregulated

The Company’s five Flexibles operating segments do not operate in a regulated environment, such as banking, insurance or utilities. The Company’s standards for safety, environmental and other best operating practices are consistently applied across the five Flexibles operating segments.

Conclusion Regarding Qualitative Similarity

The Company’s evaluation of the qualitative characteristics noted the five Flexibles operating segments are similar in all relevant aspects.

Similar Economic Characteristics

The similarity of economic or quantitative characteristics of the five Flexibles operating segments was evaluated from both a historical and expected future performance perspective. ASC 280 does not provide guidance on the time horizon of historical and expected future periods to be evaluated. However, ASC 280-10-55-7A highlights that operating segments are considered similar if they have essentially the same future prospects and states that “if the segments do not currently have similar gross margins and sales trends but the economic characteristics and the other five criteria are met and the segments are expected to again have similar long-term average gross margins and sales trends, the two segments may be aggregated.” The Company considered the relevant facts and circumstances and the profitability measures of the five Flexibles operating segments to determine if they share similar economic characteristics.

The recently acquired Bemis operations fit directly into the Company’s existing Flexibles operating segments. In connection with the acquisition of Bemis on June 11, 2019, the Company initiated restructuring activities in the fourth quarter of fiscal year 2019 aimed at integrating and optimizing the combined flexible organization. The Company has targeted realizing approximately $180 million of pre-tax synergies driven by procurement, supply chain and general and administrative savings by the end of fiscal year 2022. The impact of the integration and optimization activities was considered in assessing future performance of the five Flexibles operating segments. In addition, as the Company’s integration activities have progressed, and the Company’s Flexibles reportable segment footprint is further analysed, more opportunities are being contemplated which are expected to yield improved performance over the long term. Given the impact of the Bemis acquisition on the Flexibles operating segments and considering the accounting guidance, the Company weighted the similarity of future performance higher than past performance.

The Company evaluates segment performance based on adjusted earnings before interest and taxes (“EBIT”) from continuing operations which is defined as operating income adjusted to eliminate the impact of certain items that the Company does not consider indicative of its ongoing operating performance and to include equity in income (loss) of affiliated companies. While the adjusted EBIT metric is utilized in making capital and resource allocation decisions, the Company believes the best metric to determine if operating segments have similar economic characteristics is gross profit. The Company defines gross profit as net sales less cost of goods sold which includes all direct and indirect production costs. The Company believes gross profit is a more relevant indicator of long-term performance as when operations in different geographic regions mature, the Company is better able to leverage the fixed (general and administrative) cost infrastructure. We also note that ASC 280’s aggregation rules and guidance largely focus on gross margins.

[****]

In addition, the Company has experienced and likely will continue to experience situations which temporarily depress gross profit in a particular geographic region due to factors such as economic conditions, timing of recovery of raw material price fluctuations, political environment, acquisitions or significant customer product launches. However, as the Company’s products and production processes are the same worldwide, operating segment gross profit margins are expected to converge over time, especially given the actions being taken to address identified issues as outlined above. It is expected that the impact of all these actions will result in all Flexible operating segment gross profit margins being within a relative 10% range of each other as shown in the table below.

North

America

Latin

Europe,

Middle East and Africa

Asia

Pacific

Specialty

Cartons

Average Historical Gross Profit Percentage (FY 2020 Q3 YTD)

Projected 2022 Gross Profit Percentage

The acquisition of Bemis is a transformational transaction for the Company. In addition to increasing the global footprint, it brought a global view to the research and development activities of the Company. Whether it be product design and innovation to meet or enhance customer requirements, or working towards the Company’s sustainability pledge, the Company can now leverage efforts on a global basis. [****]

The Company also evaluated the operating, financial and competitive risks of the five Flexibles operating segments in determining whether they have similar economic characteristics. Each of the Company’s five Flexibles segments is exposed to the impact of changes in consumer demand, key customer consolidation, significant competition, currency exchange rate fluctuation and price fluctuations or shortages in the availability of raw materials.

Conclusion Regarding Economic Similarity

The Company’s evaluation of the economic similarity of the five Flexibles operating segments concludes that the five segments do have similar prospects and are economically similar, meeting all applicable aggregation criteria specified in ASC 280-10-50-11.

Conclusion

The Company believes that the aggregation of our five Flexibles operating segments into the Flexibles reportable segment is consistent with the intent and basic principles of ASC 280 as the five Flexibles operating segments are expected to economically trend together and each of the criteria listed in ASC 280-10-50-11a to 11e supports the aggregation of these operating segments into one reportable segment.

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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.

Rest of the question

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.

The Company respectfully acknowledges the Staff’s comment and confirms that it will not include in future filings, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, any references to net sales and Adjusted EBIT on a comparative basis for the comparable period in fiscal 2018, or for any other comparative periods within our MD&A. Read in the reply ↗

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.

The Company respectfully acknowledges the Staff’s comment and has reviewed the disclosure requirements of ASC 830-20-50. We confirm that future filings beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, will comply with the Staff’s comment, as well as consider the applicable guidance outlined in ASC 830-20-50. Read in the reply ↗

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.

Rest of the question

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.

The Company respectfully acknowledges the Staff’s comments and will reconcile supplemental unaudited combined financial information to pro forma financial information calculated in accordance with Article 11 of Regulation S-X in future earnings releases beginning with the Company’s earnings release for its third quarter ended March 31, 2020.

The Company completed its acquisition of Bemis Company Inc, on June 11, 2019, near the end of the Company’s fiscal 2019 year.

Rest of the answer

The Company presented the supplemental unaudited combined financial information for fiscal 2019 in its earnings release to enhance investors’ ability to evaluate the combined Company’s performance, including providing a reasonable basis of comparison with its results for post-acquisition periods and providing additional insights into the factors and trends affecting the combined company’s business. The supplemental unaudited combined financial information has been adjusted from the Regulation S-X Article 11 pro forma information to exclude items that either have a non-recurring impact on the income statement or which, in the judgment of management, are items that impact comparability because they do not represent ongoing operations. Management uses these non-GAAP measures internally in forecasting, planning and to focus on performance excluding these special charges to gauge our business operating performance and provide a meaningful comparison of the Company’s performance to periods prior to the transaction. In future filings, the Company will expand its commentary on the use of non-GAAP financial information.

The following sets forth an example of potential expanded disclosures that the Company will make in future earnings releases, beginning with the earnings release for the Company’s third quarter ended March 31, 2020. The marked version of the disclosures below shows proposed updates from the Company’s second fiscal quarter earnings release (additional proposed disclosure is underlined, and the entire table “Reconciliation of Pro Forma Net Income under Article 11 to Combined Adjusted Net Income” would constitute a new addition to the earnings release.) In addition, the Company will eliminate in future earnings releases the table that presents preand post-transaction combined financial measures and ratios, which table was included in the Company’s earnings release for the quarter ended December 31, 2019.

Key Financials (1)

Half Year Ended

December 31,

GAAP results

2018

2019

Net sales

4,546

6,184

Net income

237

252

EPS (diluted US cents)

20.4

15.5

Reported

∆%

Constant

Currency

Adjusted non-GAAP results

Combined

6,429

(3.8)

(2.4)

EBIT

678

699

3.1

4.4

435

473

8.8

10.3

26.8

29.2

9.2

10.7

(1) GAAP results for the prior year reflect the legacy Amcor business only. Adjusted non-GAAP measures exclude items which management considers as not representative of ongoing operations. Adjusted non-GAAP combined results for the prior period are presented as if the Company’s acquisition of Bemis had been consummated as of July 1, 2018 and also exclude items that management considers not representative of ongoing operations. See “Presentation of Prior Year Financial Information” for more information. In addition, reconciliations of these non-GAAP measures to their most comparable GAAP measures, including pro forma measures prepared in accordance with SEC Regulation S-X Article 11, are included in the “Reconciliation of Non-GAAP Measures” section of this release. Note: All amounts referenced throughout this document are in US dollars unless otherwise indicated and numbers may not add up precisely to the totals provided due to rounding.

Presentation of Prior Year Financial Information

On June 11, 2019, the all-stock acquisition of Bemis Company, Inc. was completed. Amcor was determined to be the acquirer for accounting purposes and as a result, financial information prepared under U.S. generally accepted accounting principles (“U.S. GAAP”) for periods prior to the completion date reflects the historical financial information for the legacy Amcor business only.

Financial information included in this release and described as “Combined” is being presented to allow shareholders to more easily compare the current year results with the prior year results. The adjusted combined results represent non-GAAP measures that provides management and investors an additional perspective on the company’s financial and operational performance and trends. The adjusted non-GAAP combined results are presented as if the Company’s acquisition of Bemis had been consummated as of July 1, 2018 and exclude the impact of non-recurring acquisition and integration related costs, acquisition related amortization expenses, and other items management considers as not representative of ongoing operations.

The presentation of non-GAAP combined measures is not meant to be considered in isolation or as a substitute for results prepared and presented in accordance with U.S. GAAP. Reconciliations of non-GAAP combined measures to their most comparable GAAP measures, including pro forma measures, prepared in accordance with SEC Regulation S-X Article 11, are included in the “Reconciliation of Non-GAAP Measures” section of this release.

Basis of Preparation of Supplemental Unaudited Combined Financial Information

The fiscal 2018 unaudited combined financial information presented in this release gives effect to Amcor’s acquisition of Bemis as if the combination had been consummated on July 1, 2018. The Supplemental Unaudited Combined Financial Information includes adjustments for (1) accounting policy alignment, (2) elimination of the effect of events that are directly attributable to the combination (e.g., one-time transaction costs), (3) elimination of the effect of consummated and identifiable divestitures agreed to with certain regulatory agencies as a condition of approval for the transaction, and (4) items which management considers are not representative of ongoing operations. The Supplemental Unaudited Combined Financial Information does not include the preliminary purchase accounting impact, which has not been finalized at the date of the release and does not reflect any cost or growth synergies that

Amcor may achieve as a result of the transaction, future costs to combine the operations of Amcor and Bemis or the costs necessary to achieve any cost or growth synergies.

The Supplemental Unaudited Combined Financial Information has been presented for informational purposes only and is not necessarily indicative of what Amcor’s results of operations actually would have been had the combination been completed as of July 1, 2018, nor is it indicative of the future operating results of Amcor. The Supplemental Unaudited Combined Financial Information should be read in conjunction with the separate historical financial statements and accompanying notes contained in each of the Amcor and Bemis periodic reports, as available. For avoidance of doubt, the Supplemental Unaudited Combined Financial Information is not intended to be, and was not, prepared on a basis consistent with the unaudited condensed combined financial information in Amcor’s Registration

Statement on Form S-4 filed March 25, 2019 with the SEC (the “S-4 Pro Forma Statements”), which provides the pro forma financial information required by Article 11 of Regulation S-X. For instance, the Supplemental Unaudited Combined Financial Information does not give effect to the combination under the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 805, Business Combinations (“ASC Topic 805”), with Amcor treated as the legal and accounting acquirer. The Supplemental Unaudited Combined Financial Information has not been adjusted to give effect to pro forma events that are (1) directly attributable to the combination, (2) factually supportable, or (3) expected to have a continuing impact on the combined results of Amcor and Bemis. More specifically, other than excluding Amcor’s divested plants and one-time transaction costs, the Supplemental Unaudited Combined Financial Information does not reflect all of the types of pro forma adjustments set forth in S-4 Pro Forma Statements. Consequently, the Supplemental Unaudited Combined Financial Information is intentionally different from, but does not supersede, the pro forma financial information set forth in S-4 Pro Forma Statements.

Reconciliations of non-GAAP combined measures to their most comparable GAAP measures and reconciliations of pro forma net income in accordance with Article 11 of Regulation S-X to combined net income is included in the “Reconciliation of Non-GAAP Measures” section of this release.

Reconciliation of Non-GAAP Measures

Reconciliation of Pro Forma Net Income under Article 11 to Combined Adjusted Net Income

$ Million

December 31, 2018

Pro forma net income under Article 11

297

Restructuring costs

Impairment of equity method investments

Transaction related and other costs

Amortization of acquired intanibles

Reversal of purchase accounting adjustments for backlog and PP&E valuation

(9

)

Legacy Bemis adjustments

(15

Impact of hyperinflationary accounting and other

Tax effect of above items

Combined Adjusted Net Income

* * * *

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact me at +41 (0)44 316 1717 or Richard Aftanas, Kirkland & Ellis LLP, at (212) 446-4722.

Read in the reply ↗

We note from page 89 that specialty flexible folding cartons represent approximately 12.8% of your 2019 revenue. We further note the CEO's statement in the December 2019 Citi Conference that the specialty cartons business is "predominantly selling tobacco cartons." We also note in the Q3 2020 earnings call there was a question on the status of tobacco volumes.

Rest of the question

As specialty cartons is not an insignificant portion of your business, please tell us what consideration you gave to disclosure in your MD&A trends highlighting the tobacco market as your customer of more than 10% of your sales and how the decline in the tobacco market in recent years has impacted your business.

The Company respectfully acknowledges the Staff’s comment and the requirement within MD&A for the Company to report known trends and uncertainties when material. For fiscal year 2019, the Specialty Cartons operating segment represented approximately 12.8% of revenues; however, with the acquisition of Bemis completed in June 2019, sales of this operating segment now represent approximately 8% of total

Company revenues through the first nine months of fiscal year 2020. Sales to a single customer in the Specialty Cartons operating segment have never exceeded 10% of total Company revenues.

Rest of the answer

With respect to fiscal year 2019, there were no specific material trends or uncertainties regarding this operating segment, including with respect to tobacco market revenue, that the Company believed warranted separate discussion in the MD&A. On a continuing basis, the Company will include in its MD&A a discussion of any material trends or uncertainties impacting the Specialty Cartons operating segment, including any particular considerations relevant to the overall tobacco market.

Read in the reply ↗

We note you have discussed the same material weaknesses in your internal controls since the time of your original S-4 submission beginning in October 2018. Although we note from your March 31, 2020 Form 10-Q that you have remediation plans in place and expect to complete the remediation of the first material weakness prior to the end of fiscal 2020, it is unclear when you expect to complete your remediation efforts

Rest of the question

for the second material weakness related to the period end reporting process. Please tell us and revise to explain in additional detail the status of your remediation plans including the steps remaining to be taken and the estimated timing to remediate the second material weakness.

In consideration of the Staff’s comment, the Company will continue to update its disclosure in future periodic reports, beginning with its Form 10-K for the fiscal year ended June 30, 2020, to reflect the ongoing development and implementation of the remediation plan to address the second material weakness. The Company will continue to provide this updated disclosure within its periodic reports until the material weakness is fully remediated.

Rest of the answer

Find below an illustrative example of the nature of additional disclosure which will be included in future filings to explain in additional detail the status of remediation plans for the second material weakness and the Company’s expectations regarding remediation timing. Note additional disclosures are italicized and in bold font.

“We identified a second material weakness arising from deficiencies in the design and operating effectiveness of internal controls over the period end reporting process. Specifically, we did not design and maintain effective controls to verify that conflicting duties were appropriately segregated within key IT systems used in the preparation and reporting of financial information.

The Company is currently in the process of remediating this material weakness through a process to (i) develop and implement additional controls and procedures to reduce the number of segregation of duties conflicts within key IT systems, which includes the implementation of new security roles and the automation of segregation of duties monitoring where practical, (ii) design and implement additional compensating controls where necessary and (iii) develop training on segregation of duties. Given the Company operates many ERP systems globally, this effort has targeted the largest locations with standardized systems in fiscal 2020 and will be expanded to other locations in fiscal 2021. These enhanced processes, including the implementation of new mitigating controls, will effectively remediate the material weakness, but the material weakness will not be considered remediated until the revised controls operate for a sufficient period of time and we have concluded, through testing, they are designed and operating effectively. The

Company currently expects that the remediation of this material weakness will be completed by the end of fiscal 2021. However, there is no assurance that the material weakness will be fully remediated by the end of fiscal 2021 as the severity and length of the COVID-19 pandemic is unknown and the remediation timeline could be negatively impacted because of inefficiencies caused by COVID-19 limitations on travel, meetings and on-site work.”

Read in the reply ↗

We note from your response to our prior comment 4 that you have provided us gross profit margins for each of your Flexibles operating segments for YTD 2020 and projected 2022. In order to determine if these segments are economically similar from a quantitative perspective, we believe that additional historical and future periods should be considered.

Rest of the question

Please provide us the historical gross profit percentages for each of your Flexibles operating segments for at least fiscal years 2018 and 2019, and projected gross profit percentages for 2020 and 2021 (to the extent available).

The acquisition of Bemis Company, Inc. is a transformational transaction for the Company. The acquisition has increased the global footprint and has enhanced the product offerings of the Company. The transaction has created synergy opportunities in all Flexible operating segments in the areas of procurement, manufacturing footprint, and general & administrative costs.

The Company’s post-Bemis acquisition analysis and actions taken so far and to be taken support gross margin growth.

Rest of the answer

The Company is taking several actions to improve and consolidate the footprint of its businesses as it continues with the integration of Bemis. These actions include reviewing the product portfolio and divesting less profitable, non-core product lines, which is expected to simplify the business and create efficiencies, increasing gross profit in certain operating segments compared to legacy pre-Bemis periods. The Company has informed investors during its earnings calls and investor presentations that the three-year synergy realization program is on track.

ASC 280-10-55-7A highlights that operating segments are considered similar if they have essentially the same future prospects. The Company believes the consideration should put more weight on prospective margins in periods post the transformational Bemis acquisition. This allows time to reflect the synergies, efficiencies and benefits expected from the acquisition and how the Company expects the operating segments to perform. The changes that have occurred as a result of the acquisition, as well as the integration activities discussed in our prior response to the

Staff, are expected to have a significant impact on the future margin profile of the operating segments.

The table below reflects the various gross profit margin trends the Company has experienced in the past and expects to realize in the future.

Flexibles

North

America

Latin

Europe,

Middle East and Africa

Asia

Pacific

Specialty

Cartons

Fiscal

Year 2018 Actual

[****]

Year 2019 Actual

Year 2020 Q3 YTD

Year 2021 Forecast

Year 2022 Forecast

It should be noted that the fiscal year 2018 and

2019 margins reflect the legacy Amcor business only, except for 19 days of Bemis operations at the end of fiscal year 2019. The fiscal year 2020 margins are the nine-month actual amounts through March 2020.

The fiscal year 2021 margins reflect a range as the

Company is in the process of preparing the operating plans for the year. [****] Similarly, fiscal 2022 reflects a margin range as at this time it is difficult to estimate the exact timing of the realization of synergy and integration benefits. [****]

The Flexibles North American operating segment includes a significant component of the overall acquired Bemis business and was much larger than the legacy Company operations in the region.

The Specialty Cartons operating segment is a global business that operates in a low growth, competitive environment with high customer concentration. This operating segment has been able to mitigate these market dynamics through innovation and by adjusting the cost structure of the operations.

The Flexibles Europe, Middle East and Africa operating segment operates in a low growth, competitive environment that has experienced customer consolidation. These margins are relatively stable and may slightly increase over time due to the previously discussed cost synergy opportunities from the Bemis acquisition, as well as benefits from an enhanced product portfolio including certain higher margin legacy Bemis products, and increased research and development capabilities, especially with respect to sustainability.

The Flexibles Latin America operating segment has recently been affected by weak economies, mostly in Argentina and Brazil, which has been periodically disclosed in the Company’s filings. In addition to the Bemis acquisition related procurement and general and administrative cost synergy opportunities previously discussed, the Company is focused on plant consolidation and the divestment of low margin, non-core product lines. [****]

Similar to Latin America, the Flexibles Asia Pacific operating segment will benefit from Bemis acquisition related synergies, as well as several planned site consolidations and product portfolio enhancements. This operating segment will also benefit from several large capital investments in major greenfield projects which have recently been completed or are near completion and will provide enhanced margins in the future. The Company recently constructed a greenfield manufacturing facility in Singapore to produce high margin packaging products for the healthcare industry which will become operational in the coming months. In addition, the Company has invested in a new greenfield plant and additional capacity in India which has only recently become operational. [****]

In conclusion, the five Flexible operating segment gross profit margins are expected to converge over time, especially given the acquisition synergies and the many actions being taken as discussed above. The Company expects that the impact of all these actions will result in all Flexible operating segment gross profit margins being within a relative 10% range of each other by the end of fiscal year 2022 and concludes they are economically similar from a quantitative perspective as their future prospects are similar. The Company has weighted the future prospects higher than the historical results given the transformative nature of the Bemis acquisition.

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We note from your response to our prior comment 7, and your earnings release furnished on Form 8-K on May 11, 2020, that you have revised to include a reconciliation of pro forma net income to combined adjusted net income on page 11 of your earnings release. However, you continue to disclose amounts for the nine months ended March 31, 2019 which combine Bemis and Amcor without appropriate Article 11 adjustments.

Rest of the question

Further, the pro forma net income amount on page 11 is not supported by reconciling adjustments to the most comparable GAAP measure, net income. Please note that as we previously communicated, presenting "combined" information for two entities is not appropriate without the proper Article 11 pro forma adjustments. Please revise to remove all combined information from your filings. Alternatively, you may present the pro forma information in accordance with Article 11 of Regulation S-X by fully disclosing all adjustments made to GAAP net income to arrive at the pro forma amounts. You may also then present a non GAAP "adjusted" pro forma amount which includes additional adjustments made to your pro forma net income. Your EBIT and EBITDA, and EPS information may be similarly presented. Please note that all combined data should be removed including any combined EBIT and EPS.

In consideration of the Staff’s comment, in the event the Company decides to provide adjusted pro forma comparative information in future earnings releases, the

Company will provide a full pro forma reconciliation in accordance with appropriate Article 11 adjustments. Further, if the Company presents non-GAAP “adjusted” pro forma amounts, the Company will reconcile the adjusted pro forma amounts to the Article

11 pro forma amounts. The Company will also discontinue using the term “combined” when referencing adjusted pro forma amounts in any future earnings releases. Read in the reply ↗

Please refer to the reconciliation of adjusted free cash flow on page 12 and tell us and revise to clarify the nature of the adjustment "operating cash flow related to divested operations." In this regard, it is unclear why you add back cash flows from operations you no longer own. We may have further comment upon receipt of your response.

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You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 with any questions.

The Company was required to divest certain operations as a condition to U.S. and European Union regulatory approval of the acquisition of Bemis Company,

Inc. The net cash provided by operating activities as reported in the Company’s Condensed Consolidated Statement of Cash

Flows for the nine months ended 31 March 2020 includes the following cash flows related to these divested operations:

· $95 million of net operating cash outflows related to income tax paid on the gains incurred upon the sale of the divested operations.

· $35 million of net operating cash inflows provided by the

Rest of the answer

divested operations over the period

July 1, 2019 until the date of divestiture on August 6, 2019, resulting from the pre-divestiture distribution of cash.

Management believes that these cash flows related to operations that were divested during the current fiscal year are not representative of ongoing operations and, therefore, that it is appropriate to exclude the net cash outflow of $60 million from adjusted free cash flow and adjusted cash flow after dividends to provide a year-over-year comparison for continuing operations only.

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***CONFIDENTIAL

TREATMENT REQUESTED BY AMCOR PLC FOR CERTAIN PORTIONS OF THIS LETTER PURSUANT TO RULE 83***

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact me at +41

(0)44 316 1717 or Richard Aftanas, Kirkland & Ellis LLP, at (212) 446-4722.

Read in the reply ↗

Please provide us with copies of the materials that Goldman Sachs prepared and shared with the Bemis board of directors in connection with this transaction, including any board books, transcripts and summaries of oral presentations made to the board. Background of the Transaction, page 76

No reply letter found.

We note your disclosure that at the December 18, 2017, December 19, 2017, February 7, 2018 and February 8, 2018 board meetings Goldman presented a review of certain potential strategic alternatives (including potential transactions involving Party A, Party B and Party C) and Bemis on a stand-alone basis.

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Please expand your disclosure to explain why you did not pursue further discussions with Party B after September 25, 2017.

No reply letter found.

We note your disclosures here and elsewhere that the parties 'intend" the merger to be treated as a tax-free reorganization under Section 368(a) of the Code and the merger and the scheme, taken together, to be treated as an exchange described under Section 351 of the Code.

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Please revise your disclosure to express a firm conclusion regarding the federal income tax consequences of the transaction and indicate whether the merger will qualify as a tax-free reorganization.

No reply letter found.

Please tell us how you considered the Bemis shareholders' dissenters' rights in your preliminary purchase allocation, specifically addressing the potential impact to the estimated number of New Amcor Shares to be delivered as well as the potential cash payment of the fair value of Bemis Shares.

No reply letter found.

Please quantify and identify the material components underlying your $175 million estimated non-recurring costs associated with the Transaction.

No reply letter found.

Please present pro forma equivalent data for Bemis. Refer to Item 3 (e) of Form S-4 and the Instructions to Item 3(e) and (f). Also, in accordance with Item 3(g) of Form S-4, please present the market value of securities of the Bemis on an equivalent per share basis.

No reply letter found.

Please expand your comparison of results of continuing operations at the consolidated and segment level to quantify the impact of each underlying factor and explain the underlying drivers of those changes. Please refer to Item 303(a)(3) of Regulation S-K and Section 501.12 of the Financial Reporting Codification for guidance.

No reply letter found.

As reflected in your June 30, 2018 pro forma balance sheet on page 170, we note that as a result of change in control provisions for Amcor and Bemis, New Amcor's current portion of their long-term debt will be approximately $2.6 billion.

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Please expand your liquidity discussion to address the potential negative effect(s) related to this additional current debt as well as you ability to repay and/or refinance the current portion of this pro forma debt subsequent to the Transaction.

No reply letter found.

Given the significance of your goodwill pre-acquisition and the significance of goodwill for the combined company, please expand your disclosures to provide the following additional information: • Disclose your testing date; • Define the reporting unit level at which you test goodwill for impairment; • Provide a discussion regarding your impairment testing policies.

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Clarify whether your most recent goodwill impairment test was a qualitative or quantitative assessment and explain the factors you considered in making that determination; and • To the extent you performed quantitative assessments, disclose, if accurate, that the estimated fair values of the reporting units you tested substantially exceeded their carrying values.

No reply letter found.

As indicated on page F-30, we note that due to impairment indicators present for each of the years presented, Amcor performed an impairment test by comparing the carrying value of its investment in AMVIG to the fair value of that investment, which was determined based on AMVIG's quoted share price.

Rest of the question

Please expand your disclosures to address the nature of the impairment indicators present and how you concluded that the impairment was other-than-temporary. Refer to ASC 323-10-35-31 and 35-32.

No reply letter found.

Please update your financial statements pursuant to Rule 3-12 of Regulation S-X.

No reply letter found.

In light of the disclosure on pages F-13 related to the impairment losses associated with certain PP&E and identifiable intangible assets with finite lives, please provide the disclosures required by ASC 820-10-50-2 for assets remeasured to fair value on a nonrecurring basis.

No reply letter found.

Please have tax counsel revise the opinion to remove assumption (6), as it is inappropriate to assume any legal conclusion underlying the opinion.

No reply letter found.

We note that your forum selection provision identifies the Royal Court of Jersey as the exclusive forum for certain litigation, including any “derivative action.” Please disclose this provision and disclose that there is uncertainty as to whether a court would enforce such provision.

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Please consider revising your Comparison of the Rights of Holders of Bemis Shares and New Amcor Shares to disclose your exclusive forum provision.

No reply letter found.

We note counsel's opinion that the transaction should not be subject to Section 367(a)(1) of the Code. It is permissible for the tax opinion to use "should" rather than "will" but please have counsel revise the opinion to describe the degree of uncertainty in the opinion. Please see Section III.C.4 of Staff Legal Bulletin No. 19. 4. Other pro forma adjustments, page 181

No reply letter found.

As disclosed on pages 290 and 291, we note that as a result of the Transaction, there will be changes to the compensation of your CEO and non-executive directors. If material, please address the need to reflect such changes in your pro forma financial statements. Note 4 (e) Amcor equity share arrangements, page 183

No reply letter found.

We note that you deleted the statement "Amcor has not yet determined if any new equity share awards will be granted upon completion of the Transaction." If you have made the determination to grant new equity share awards upon completion of the Transaction, please discuss the nature of such grants and address the need to reflect the impact of those grants in your pro forma financial statements.

No reply letter found.

We note that you reported net cash used in operating activities of $301.3 million for the three months ended September 30, 2018. This is a material change from the $871.4 million net cash provided by your operating activities for the year ended June 30, 2018. The significant use of cash during the three months ended September 30, 2018 appears to be driven by material changes in your operating assets and liabilities.

Rest of the question

Please expand your disclosures to provide a more robust analysis of the significant drivers underlying these material changes. Also, address this comment as it relates to the change in your net cash used in your operating activities for the three months ended September 30, 2018 as compared to the three months ended September 30, 2107. In this regard, we not a significant decrease in net cash used in operating activities from period to period. Refer to Sections 501.03, .04 and .13 of the Financial Reporting Codification. You may contact Tracey McKoy, Staff Accountant at (202) 551-3772 or Jeanne Baker, Staff Accountant at (202) 551-3691 if you have questions regarding comments on the financial statements and related matters. Please contact Sherry Haywood, Staff Attorney at (202) 5513345 or Asia Timmons-Pierce, Special Counsel at (202) 551-3754 with any other questions. Sincerely,

No reply letter found.

Please revise to clarify whether this provision will apply to claims arising under the federal securities laws.

Amcor acknowledges the Staff’s comment and advises the Staff that in response to the Staff’s comment Amcor has revised the disclosure on page 64 of the Registration Statement to clarify that the exclusive forum provision in New Amcor’s Articles of Association will not prevent derivative shareholder actions based on claims arising under United States federal securities laws from being brought in a United States court and additional detail related thereto. Read in the reply ↗

We note you present Amcor and Bemis' combined cash flow after capital expenditures and before dividends, when adjusted to include $180 million of pre-tax annual net cost synergies expected to be ultimately realized in connection with the transaction (but excluding estimated integration or other transaction costs).

Rest of the question

Please tell us how the presentation of this measure complies with the disclosure requirements of Item 10(e) of Regulation S-K and Question 100.01 of the Division of Corporation Finance's Compliance and Disclosure Interpretations of Non-GAAP Financial Measures. Ensure you specifically address the appropriateness of including estimated cost synergies without the estimated integration costs or additional capital expenditures that would appear necessary to achieve such synergies.

Amcor acknowledges the Staff’s comment and advises the Staff that in response to the Staff’s comment Amcor has revised the disclosure on page 198 of the Registration Statement to remove the presentation of the expected future synergies measure and present instead Amcor and Bemis’ combined cash flow from operating activities for the twelve months ended June 30, 2018. The presented combined cash flow measure is exclusive of the $180 million of pre-tax annual net cost synergies, estimated integration and other transaction costs. Read in the reply ↗

We note that Part III of Bemis Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018 incorporates by reference portions of its proxy statement which has not been filed yet. Please be advised that we cannot accelerate the effective date of your registration statement until Bemis Company has amended the Form 10-K to include Part III information or filed the definitive proxy statement.

Rest of the question

Please refer to Compliance and Disclosure Interpretations, Securities Act Forms Question 123.01.

Amcor acknowledges the Staff’s comment and respectfully submits that the proxy statement/prospectus forming part of Amcor’s Registration Statement on Form S-4 will constitute a complete Securities Act Section 10(a) prospectus without incorporation of the relevant portions that would be incorporated by reference from either Bemis’ definitive proxy statement or an amendment to its Form 10-K.

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We believe it would be consistent with the form requirements of Form S-4 and Staff guidance regarding primary offerings by well-known seasoned issuers (“WKSIs”), such as Bemis, for the Staff to accelerate the effectiveness of Amcor’s Registration Statement without it setting forth or incorporating by reference the Bemis’ Part III disclosures.

The Staff’s comment references Securities Act Forms Compliance and Disclosure Interpretation 123.01 (“C&DI 123.01”). C&DI 123.01 sets forth the requirement that after a registrant files its Form 10-K for its most recent fiscal year, a non-automatic shelf registration statement on Form S-3 must incorporate by reference executive compensation disclosure and the other disclosures set forth in Part III of Form 10-K (“Part III information”) for the most recent fiscal year before the Staff will accelerate the effectiveness of the non-automatic shelf registration statement. This requirement is a natural consequence of Item 12(a)(1) of Form S-3, which requires that a registrant’s latest annual report on Form 10-K be incorporated by referenced into each Form S-3 filed by such registrant.

In contrast, Form S-4 does not require that the target company’s latest annual report on Form 10-K be incorporated into Form S-4. Indeed, there is no requirement that any of the target company’s Exchange Act filings be incorporated by reference into the Form S-4 (or even that the target company be a public company) (it is also noteworthy in this regard that C&DI 123.01 refers to information with respect to the “registrant” since Bemis here, as the target company, is not the registrant). Instead, Form S-4 permits the registrant (at the registrant’s sole option) to incorporate by reference the Exchange Act filings of certain target companies as a method of providing the disclosures that would otherwise be required under Item 17 of Form S-4.

Notably, the information required by Item 17 of Form S-4 does not specifically require any of the disclosures that would be included in Bemis’s Part III information. If Amcor had elected to comply with Item 17 of Form S-4 instead of relying on incorporation by reference, none of these disclosures would be required (other than to the limited extent required by Item 18(a)(7) and then these disclosures are only required “[w]ith respect to each person who will serve as a director or an executive officer of the surviving or acquiring company”). Item 17 reflects the Commission’s recognition of the fact that historical executive compensation information about a company is less relevant where such company is the target of a business combination (in which the focus of investors is on the registrant-acquiror and the terms of the transaction) than it would be if such company were conducting a primary offering of its own securities.(1)

As a result, Amcor respectfully submits that the proxy statement/prospectus forming part of the Registration Statement will constitute a complete Securities Act Section 10(a) prospectus and will comply with the requirements of Form S-4 without incorporation of Bemis’s Part III information. Thus, to risk delaying the effectiveness of the

(1) Schedule 14A, which determines the disclosure requirements that would be applicable in an all-cash business combination, does not require inclusion of a target company’s historical executive compensation information, providing further evidence of the Commission’s recognition that such information lacks relevance to an investment decision about a business combination.

Registration Statement until Bemis’s Part III information is on file would be to add delay for the sake of disclosures that are not otherwise required by Form S-4 and that are not particularly relevant to the investment decision being made. We respectfully submit that delaying the effectiveness of the Registration Statement for the sake of such extraneous disclosures would not be in the bests interests of investors, particularly since it could result in delaying both the opportunity for shareholders to express their views on the merger at the Bemis Special Meeting and the opportunity for shareholders to receive the benefits of the transaction expected to be realized after closing.

Such an outcome would be anomalous in any case, but it is even more so given the fact that Bemis is a well-known seasoned issuer. C&DI 123.01 refers only to non-automatic shelf registration statements on Form S-3, which typically are filed only by non-WKSIs. Guidance with respect to automatic shelf registration statements filed by WKSIs is instead set forth in Securities Act Forms Compliance and Disclosure Interpretation 114.05 (“C&DI 114.05”). C&DI 114.05 provides that a WKSI may file and use an automatic shelf registration statement after filing its Form 10-K for its immediately concluded fiscal year even though the WKSI has not included or incorporated by reference Part III information for that fiscal year, so long as the WKSI determines that the prospectus set forth in the registration statement includes the information required by Securities Act Section 10(a) and Schedule A. Similarly, Securities Act Forms Compliance and Disclosure Interpretation 114.07 (“C&DI 114.07” and together with C&DI 114.05, the “WKSI C&DIs”) provides that a WKSI may file an automatic shelf registration statement during the pendency of a confidential treatment request so long as the registrant determines that the prospectus includes the information required by Securities Act Section 10(a) and the applicable rules thereunder. In contrast, issuers other than WKSIs must resolve all confidential treatment requests before the Staff will accelerate the effectiveness of a non-automatic shelf registration statement.

The key difference between C&DI 123.01 and the WKSI C&DIs is the status of the filer. The WKSI C&DIs reflect a determination by the Staff that a WKSI and its counsel are best positioned to determine whether a prospectus satisfies the requirements of Securities Act Section 10(a) and the applicable rules thereunder, while non-WKSIs must always provide Part III information for the most recent fiscal year after filing the Form 10-K for that fiscal year. This distinction reflects, in part, that WKSIs are typically better informed about disclosure requirements and that there is a greater amount of information available regarding such registrants. The same factors that underlie this distinction in the case of a WKSI registrant’s Form S-3 (which expressly requires incorporation of a registrant’s Form 10-K) apply even more so in the case of a WKSI target company’s information in another registrant’s Form S-4 (which does not require incorporation of the target company’s Form 10-K).

As discussed above, Amcor believes the Registration Statement will satisfy the requirements of Securities Act Section 10(a) and the applicable rules thereunder. For the foregoing reasons, we respectfully submit that the Staff should be in a position to accelerate the effectiveness of the Registration Statement without incorporation of Bemis’s Part III information.

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We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact the undersigned at (212) 446-4722 or Jonathan Davis at (212) 446-4835.

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Please request PricewaterhouseCoopers LLP to provide their consent for the incorporation by reference of their report dated February 15, 2019 related to the financial statements, financial statement schedule and effectiveness of internal control over financial reporting, which appears in Bemis Company's Inc. Annual Report of Form 10-K for the year ended December 31, 2018.

Amcor acknowledges the Staff’s comment and advises the Staff that Amcor has received PricewaterhouseCoopers LLP’s consent for the incorporation by reference of their report dated February 15, 2019 related to the financial statements, financial statement schedule and effectiveness of internal control over financial reporting, which appears in Bemis Company, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018 and has revised Exhibit 23.2 to reflect the same. Read in the reply ↗

We note your response to comment 3 of our prior letter. For each person who will serve as an executive officer or director of the combined company, please include the information required by Item 18(a)(7) of Form S-4.

Amcor acknowledges the Staff’s comment and advises the Staff that in response to the Staff’s comment Bemis Company, Inc. has filed Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2018 on March 22, 2019 containing Part III of Form 10-K information, which addresses the information required by Item 18(a)(7) of Form S-4. Amcor has revised the disclosure on page 299 to reflect the incorporation by reference of Bemis Company, Inc.’s Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2018 into the Amended Registration Statement. Read in the reply ↗

We note your response to comment one of our prior letter. Please update your disclosures on page 236.

Amcor acknowledges the Staff’s comment and advises the Staff that in response to the Staff’s comment Amcor has updated the disclosure on page 236.

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We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact the undersigned at (212) 446-4722 or Jonathan Davis at (212) 446-4835. Read in the reply ↗