AMCRAmcor

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.

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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 furnished on Form 8-K should be similarly revised.

In consideration of the Staff’s comment, the Company will add a statement on future Form 10-K and Form 10-Q filings containing a presentation of non-GAAP information, as well as within future earnings releases containing such a presentation, that while the amortization expense related to all acquired intangible assets is excluded, the revenue and all other expenses, unless otherwise stated, of the acquired companies is reflected in the measures Adjusted EBIT and Adjusted Net Income (from continuing operations, if applicable) and that those assets contribute to revenue generation. Read in the reply ↗

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

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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.

The Company respectfully acknowledges the Staff’s comment and the guidance in ASC 820-10-50-2(bbb)(1) that requires a description of the valuation technique(s) and the inputs used in the fair value measurement.

The Company acknowledges it did not specifically state the valuation technique(s) and inputs used in the fair value measurement of the Russian disposal group in the Form 10-K for the Year Ended June 30, 2022.

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The Company did disclose in the Form 10-K for the Year Ended June 30, 2022 in Note 2, Significant Accounting Policies (page 55) that the fair value of a disposal group “is determined based on management’s assessment of indicative bids, a market multiples model in which a market multiple is applied to forecasted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), discounted cash flows, appraised values or management's estimates, depending on the specific situation.”

In consideration of the highly uncertain political, regulatory, and economic environment relating to transactions involving Russian assets following the Russia-Ukraine conflict beginning in February 2022, management’s assessment of the following specific factors was used to determine fair value of the Russian disposal group as of June 30, 2022. Management evaluated pre-diligence offers received and discounted them after considering various uncertainties present at the time, including evolving customer decisions on remaining in the region and decisions to move business out of the region. In addition, management consulted with an external advisor to assess the discount that the Russian government was likely to apply to the transaction value given the newly introduced requirement to obtain approval of the transaction and agreed purchase consideration from a Russian government commission prior to the sale.

The Company’s filings subsequent to the Form 10-K for the Year Ended June 30, 2022, have included incremental information on how the fair value of the Russian operations was determined. In the Form 10-Q for the Quarter Ended September 30, 2022 in Note 7, Fair Value Measurement (page 17), the Company disclosed it had “obtained indicative bids on which basis the expected fair value less costs to sell the Russian business has been updated.” In the Notes to the Financial Statements of the Form 10-Q for the Quarter Ended December 31, 2022, the Company disclosed the completion of the sale of the Russian operations on December 23, 2022, and the total net cash consideration received upon the sale.

The Company will ensure on future Form 10-Q and Form 10-K filings that the Company’s Fair Value Note to the Financial Statements meets the disclosure requirements in ASC 820-10-50-2(bbb)(1) for all material nonrecurring fair value measurements.

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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.

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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.

In response to the Staff’s comment, the Company confirms that it considered the guidance in ASC 606-10-50-5 and related guidance in ASC 606-10-55-89 through 55-91 when evaluating how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors to determine the appropriate categories for disaggregation of revenue. ASC 606-10-55-89 highlights that the extent to which a company’s revenue is disaggregated depends on the facts and circumstances of the company’s contracts with customers.

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The Company generates revenue by providing its customers with flexible and rigid packaging products, serving a variety of end markets. The majority of customer contracts across all categories are in the form of either a purchase order or the combination of a purchase order with a master supply agreement pursuant to each of which control is typically transferred for all products at a point in time upon shipment to customers.

Following the implementation guidance in ASC 606-10-55-90, the Company considered (a) disclosures presented outside of the financial statements, including in the investor presentations and earnings calls, (b) information regularly reviewed by the Company’s Chief Operating Decision Maker (“CODM”), and (c) other information that is similar to information identified in (a) and (b) that is used by the Company or users of the Company’s financial statements to evaluate the Company’s financial performance or make resource allocation decisions. In determining the categories for disaggregation of revenue, the Company considered the examples cited in ASC 606-10-55-91: (a) the type of good or service, (b) the geographical region, (c), the market or type of customer, (d) the type of contract, (e) the contract duration, (f) the timing of transfer of goods or services, and (g) the sales channels.

The Company’s five Flexibles operating segments have different methods for disaggregating revenue as presented to the Company’s CODM, with some breaking down revenue by country and others breaking down revenue by markets that do not have a uniform definition across the different Flexibles operating segments. The Company does not consistently track revenue by industries or market segments across its Flexibles operating segments for internal purposes and does not report this information to the CODM as part of its normal reporting processes.

The Company does provide in its investor presentations and earnings calls additional directional, high-level information on sales volume changes related to specific industries or market segments, such as medical and pharmaceutical, beverage, food, and consumer goods. For example, the unique facts and circumstances of the 2019 Novel Coronavirus (“COVID-19”) pandemic temporarily impacted consumer behavior differently across different industries, which the Company highlighted when referencing the short-term changes in the healthcare, medical and pharmaceutical industries. While the information across industries is not used by the Company’s CODM to evaluate financial performance and make resource allocation decisions, the Company believes that discussing directional changes in sales volumes per industry is meaningful to investors at the time such disclosures are made because the information provides additional context and aligns with market metrics discussed by the Company’s customers.

The Company’s contracts with customers generally span industries or market segments if the customer is active in multiple industries or market segments. Customer contract terms and conditions, including payment terms, do not vary by industry or market segments. As noted, references to specific industries or market segments are occasionally discussed to provide investors additional directional information on the Company’s overall revenue performance. The Company’s reference to specific industries or market segments is not intended to indicate that there are different economic factors that regularly impact the nature, amount, timing, and uncertainty of revenue and cash flows.

The Company has concluded that the disclosure of disaggregated revenue by geography and major product type best represents the characteristics of the Company’s revenue including the nature, amount, and timing of the Company’s revenue. The other categories cited in ASC 606-10-55-91 (e.g., market or type of customer, type of contract, contract duration) do not differ across the five Flexibles operating segments when evaluated with respect to the Company’s revenue. The Company will continue to evaluate the disclosure of disaggregated revenue in future filings, considering changes in its business and information regularly provided to investors.

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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

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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.

The Company respectfully acknowledges the Staff’s comment. The Company believes that the aggregation of the Flexibles 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 products and services, nature of developing their product, types of

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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.

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 different industries. Flexibles Packaging is also one of the categories typically used across the entire packaging industry when segmenting the market by products with other commonly used categories being Rigid Plastics, Paper & Board, Glass, or Metal

Packaging. The products of the different operating segments may vary by customer, but they are similar in nature (i.e., flexible packaging products).

Each operating segment’s products as described above are similar in that they are packaging products designed to meet specific customer needs, mainly in the food, medical, home and personal care, and pharmaceutical industries.

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

The five Flexibles operating segments provide flexible packaging materials that are produced using similar processes. The production processes for these operating segments involve the designing, extruding, laminating, converting, printing, and cutting into flexible packaging products using the same raw material such as fiber, plastics or metal-based films, foils, or sheets, as well as different kinds of inks and adhesives. The production equipment used in these processes is mainly made up of large gravure and offset printing machines, extruders, laminators, slitters, and cutters 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 of these segments together as equipment and materials are often sourced for the different 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 interchangeability 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 customers. Sales efforts to global key accounts are typically centrally coordinated between the five Flexibles operating segments to ensure cost efficiency and consistent customer experience across the globe and increasingly, global contracts across different operating segments are introduced that also include contract elements spanning different Flexibles operating segments. The Company has assigned one senior executive to each of its largest customers as a single point of contact across different operating segments. Additionally, in October 2022, the Company’s Global Management Team was expanded to include a Senior Vice President of Global Sales and Marketing, evidencing the Company’s increased focus on sales from a global perspective in response to sales trends that are uniform across the different Flexibles operating segments.

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 largely unregulated

The Company’s five Flexibles operating segments do not operate in a highly regulated environment, such as banking, insurance, or utilities. However, there is increasing regulation and focus on sustainability impacting all five Flexibles operating segments across the globe. 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.” ASC 280-10-55-7C highlights that while segments with similar economic characteristics would be expected to have similar long-term average gross margins, the measure is only used as an example given evaluating economic characteristics is a matter of judgment that depends on specific facts and circumstances. The Company considered the relevant facts and circumstances of the five Flexibles operating segments to determine if they share similar economic characteristics.

The transformational acquisition of Bemis Company, Inc. at the end of fiscal year 2019, created significant synergies for the Company as noted in the Company’s filings. Two unprecedented events impacted the expected convergence of the five Flexibles operating segments’ gross margins over the last three years. The first unprecedented event was the onset of COVID-19 and related variants. In response to COVID-19, the Company targeted significant management focus on responding to the direct and indirect impacts of COVID-19, which impacts have included volatility in customer order patterns and significant supply chain challenges. The Company introduced global and regional response teams to manage through the crisis which redirected resources from projects aimed at continuing to optimize the business through leveraging the Company’s global scale and implementing best practices globally. For example, the Company’s Global Sales and Marketing strategy was delayed during this period as resources were focused on managing challenging customer order patterns and ensuring continuity of supply from vendors. The second unprecedented event impacting convergence was Russia’s invasion of Ukraine in February 2022 which also re-directed management’s focus in the short term as the Company had operations in both Ukraine and Russia. The Company proactively suspended its operations in Ukraine prior to the invasion and made the decision to sell its Russian operations in the fourth quarter of fiscal year 2022, with the sale closing in December 2022. Significant management resources were used during this period to continue serving customers in compliance with global sanctions.

As noted in the Company’s filings with the Commission, both events contributed to regional disruptions, including higher inflation, volatility in customer order patterns, and supply chain disruptions, which impacted results in certain regions in the short term. While the integration of the Bemis acquisition was substantially completed by June 30, 2022, the Company expects further benefits to be realized as attention is redirected from addressing COVID-19 and the Russia-Ukraine conflict to optimizing the business, notably in the Company’s Flexibles Latin America and Flexibles Asia Pacific operating segments where profitability is currently lower than in other segments. These operating segments will benefit from further establishment of more central functions, including Global Sales and Marketing established in October 2022, and benefit from the impact of rolling out recycle-ready product specifications globally to meet growing sustainability demands. Such initiatives address prospective sales trends and are expected to result in Flexibles Latin America and Flexibles Asia Pacific increasing their mix of global key accounts as their sales of more sustainable, value-add products increases and therefore results in increased convergence of margins across Flexibles 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:

Gross Margin

Flexibles North America

Flexibles Latin America

Flexibles Europe, Middle East & Africa

Flexibles Asia Pacific

Specialty Cartons

Fiscal Year 2021 Actual

[****]

Fiscal Year 2022 Actual

Fiscal Year 2023 Budget

Fiscal Year 2023 YTD

Fiscal Year 2023 Forecast

Fiscal Year 2024 Forecast

Fiscal Year 2025 Forecast

Fiscal Year 2026 Forecast

Fiscal years 2021, 2022, and 2023 YTD reflect actuals while 2024-2026 (the “forecast period”) reflect the Company’s expected range of margins given inherent uncertainty of forecasts. [****]. Flexibles Asia Pacific has also been impacted by COVID-19 in fiscal year 2023 due primarily to lockdowns in China in the first half of the fiscal year which has resulted in lower demand.

The Company’s agreements with customers across all Flexibles operating segments generally allow for the effects of higher input costs to be passed through to customers. The timing of input pass-through can distort margins in the short-term and does impact calculated gross margins as the mathematical effect is that relative gross margins are lower when input prices are increasing and vice versa. The effect of input cost pass-throughs has a higher effect on operating segments that currently have a lower relative margin, hence widening the current differences in gross margins. The Company experienced unprecedented increases in the cost of raw materials since COVID-19, which has reduced the gross margin percentage from historic and forecasted levels. The Company has historically addressed non-input cost increases through managing its cost base in all regions. However, the dramatic increase in inflation attributed to the impacts of the Russia-Ukraine conflict and COVID-19 have resulted in the Company taking unprecedented actions to mitigate the negative impacts, which have in the short-term impacted certain regions more than others.

The Flexibles North America operating segment includes a significant component of the acquired Bemis business and has established centralized processes and functions. Compared to other operating segments, the impact of COVID-19 and the Russia-Ukraine conflict has had less of an impact. [****]

Since the onset of COVID-19, the Flexibles Latin America operating segment has been negatively impacted by higher rates of inflation and supply chain challenges which have been disclosed in the Company’s filings with the Commission. [****]. The Company has initiated steps to restore higher levels of profitability in the region through workforce reductions, actively rolling out best practices from other regions and consolidating manufacturing, including the announced closure of a manufacturing facility in March 2023. The Company is also investing in equipment that will improve manufacturing efficiencies in the region. The Company expects these actions to lead to margin convergence with other Flexibles operating segments in the forecast period.

The Flexibles Europe, Middle East, and Africa operating segment operates in a low growth, competitive environment. The gross margins are relatively stable and may slightly increase over time due to the previously discussed initiatives. In fiscal years 2022 and 2023, the Russia-Ukraine conflict and related impacts (energy prices, sanctions, sale of a manufacturing site in Russia) resulted in unusually high inflation in a number of European countries and a negative impact on the operating segment’s profitability, but this is expected to reverse in the forecast period. This operating segment is also implementing several new systems and centralized processes which will lead to operational efficiencies in the forecast period.

The Flexibles Asia Pacific operating segment has benefitted from significant capital investments in recent years, including an investment of approximately $100 million in a new state-of-the-art manufacturing plant in Huizhou, China that was opened in December 2022. While the region continued to experience impacts from COVID-19 in the first half of fiscal 2023, the expectation is that the operating segment’s profitability will improve in the forecast period on the basis of capital investments, global sales and marketing assistance, and the roll out of recycle-ready product specifications 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 operated three manufacturing facilities in Russia and Ukraine prior to the start of the Russia-Ukraine conflict that have now been closed or sold. During the forecast period, the loss of these facilities is expected to reduce this operating segment’s gross margin percentage as the exited facilities had a higher gross margin than other facilities in this operating segment.

In conclusion, the Company believes it has appropriately aggregated its five Flexibles operating segments based on reasonable judgment and the criteria set forth in ASC 280-10-50-11 in that the aggregation is consistent with the objectives and principles of ASC 280 and the Flexibles operating segments having similar economic and qualitative characteristics. The five Flexibles operating segments’ gross profit margins are expected to converge over time and they experience similar sales trends which are expected to become more prominent with increasing focus of regulators and customers on recycle-ready, sustainable packaging solutions. While unprecedented events required the Company to redirect focus in the recent past, the Company expects that operating segments with lower-than-average current gross margins will see significant margin improvement as benefits from the Company’s global scale and best practices, including higher capital expenditures and restructuring initiatives improve results. The Company has a history of taking actions if actual performance deviates negatively from forecasted performance and maintains a list of opportunities that can be activated if necessary. The Company expects that all the Flexibles operating segments’ gross profit margins will be within a relative value difference 10% range of each other no later than by the end of fiscal year 2026 and concludes that they are economically similar from a quantitative perspective as their future prospects are similar. Given the negative impacts of COVID-19 and the Russia-Ukraine conflict in the historical period, the Company has weighted the future prospects within the forecast period higher than historical results, which historical results included impacts of unprecedented events that distorted operating margins in certain operating segments at different times and which the Company does not believe are representative of the Flexibles operating segments’ future potential.

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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.

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As part of your response, please explain to us why you believe it is appropriate to reverse this impairment charge. See guidance in ASC 360-10-35-20.

The Company acknowledges the Staff’s comment and the guidance in ASC 360-10-35-20. As disclosed in the Form 10-K for the Year Ended June 30, 2022 in Note 4,

Restructuring, Impairment, and Related Expenses, Net (page 63), the Company recognized an impairment charge of $90 million following the approval by the Company’s Board of Directors of a plan to sell its Russian operations and a determination that the criteria were met to classify the Russian operations as held for sale.

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In consideration of ASC 360-10-35-20, the adjusted carrying amount of the disposal group subsequently represented its new cost basis. In accordance with ASC 360-10-35-40, a gain shall be recognized for any subsequent increase in fair value less costs to sell. In complying with this guidance, the Company updated the expected fair value less costs to sell without a change to the previously recognized impairment, as disclosed in the Form 10-Q for the Quarter Ended September 30, 2022 in Note 3, Held for Sale (page 12). Subsequently, when the Russian operations were sold on December 23, 2022, the Company recognized a gain on sale of $215 million, which was calculated as the sale consideration, including disposed cash and items settled net, less the net carrying value of the disposed business, including allocated goodwill and accumulated other comprehensive income, less costs to sell.

Within the Form 10-Q for the Quarter Ended December 31, 2022, the Company included references to the impairment charge that had been recognized in the fourth quarter of fiscal year 2022 with the aim of providing additional information on the magnitude of the gain that was recognized upon sale, believing it is relevant for investors to know that the gain would have been $90 million lower had the impairment not been recognized in the fourth quarter of fiscal year 2022. The Company acknowledges that the reference to having reversed an impairment can be misinterpreted within the context of ASC 360-10-35-20 and will revise wording in future filings as follows:

“A pre-tax net gain on disposal of the Company's three manufacturing facilities in Russia ("Russian business") of $215 million was recognized in the nine months ended March 31, 2023. The carrying value of the Russian business had previously been impaired by $90 million in the Quarter Ended June 30, 2022.”

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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.

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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.

The Company acknowledges the Staff’s comment and the guidance in Item 10(e)(ii)(A) of Regulation S-K. The Company uses Adjusted Free Cash Flow as a financial performance measure used for planning, forecasting, and evaluating the performance of the Company’s operating segments as noted in the “Presentation of non-GAAP Information” in its Form 8-K earnings release narrative. The Company believes that

Adjusted Free Cash Flow is useful to enable investors and others to perform comparisons of current and historical performance of the Company.

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The Company notes that non-GAAP measures utilized by management should not be construed as an alternative to results determined in accordance with U.S. GAAP. The Company believes that the cash flows related to the Russia-Ukraine conflict are not representative of ongoing operations and that it is therefore appropriate to exclude these cash outflows from Adjusted Free Cash Flow to provide a year-over-year comparison for ongoing operations only.

The Company is listed on two separate stock exchanges; it has been listed on the New York Stock Exchange since June 2019 and the Australian Stock Exchange for over fifty years. Historically, Australian investors have requested a reconciliation of Adjusted EBITDA to Adjusted Free Cash Flow in addition to a reconciliation of net cash provided by operating activities to Adjusted Free Cash Flow and the Company has provided this information via the Company’s earnings releases. The Company also provides a reconciliation of Net Income to Adjusted EBITDA in its earnings release.

The Company believes that its Adjusted Free Cash Flow presentation is a useful performance indicator and its non-GAAP reconciliations are appropriate in light of investor requests for this information.

****

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 Jessica S. Lochmann, Foley & Lardner LLP, at (414) 297-5817.

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We note that in your response to our prior comment 4 you have provided gross profit margin trends for your five operating segments. Please also provide us with the applicable revenue amounts for each historic and forecasted period.

In response to the Staff’s comment, the five Flexibles operating segments’ revenue amounts for each historic and forecasted period are shown below:

Net Revenue(1),

$ in millions

Flexibles North America Flexibles Latin America Flexibles Europe, Middle East & Africa Flexibles Asia Pacific Specialty Cartons

Fiscal Year 2021 Actual [****] [****] [****] [****] [****]

Fiscal Year 2022 Actual [****] [****] [****] [****] [****]

Fiscal Year 2023 Budget [****] [****] [****] [****] [****]

Fiscal Year 2023 YTD (9 months) Actual [****] [****] [****] [****] [****]

Fiscal Year 2023 Forecast [****]

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[****] [****] [****] [****]

Fiscal Year 2024 Forecast [****] [****] [****] [****] [****]

Fiscal Year 2025 Forecast [****] [****] [****] [****] [****]

Fiscal Year 2026 Forecast [****] [****] [****] [****] [****]

(1) Includes intercompany revenues among the five Flexibles operating segments.

As noted in the Company’s filings with the Commission, the pass through of raw material cost changes to customers can have a significant impact on revenue. The Company noted in the Form 10-K for the Year Ended June 30, 2022, in the Results of Operations section (page 31), that the pass through of raw material price increases to customers resulted in a revenue increase of approximately $1,091 million in the Flexibles reportable segment. The Company noted in the Form 10-Q for the Quarter Ended March 31, 2023, in the Results of Operations section (page 40), that the pass through of raw material price increases to customers resulted in a year-to-date revenue increase of $492 million in the Flexibles reportable segment. The significant increase in revenue during these periods was broadly offset by a corresponding increase in cost of sales. In addition, foreign currency impacts can be significant, with the Flexibles reportable segment revenue reduced by $248 million in fiscal year 2022 versus fiscal year 2021 and reduced by $419 million for the nine months ended March 31, 2023 versus the corresponding period of the prior fiscal year. The Company’s sale of its Russian operations in December 2022 is reducing revenues for the second half of fiscal year 2023 and will reduce revenues for the first half of fiscal year 2024 for the Company’s Flexibles Europe, Middle East, and Africa operating segment and Specialty Cartons operating segment versus the comparative periods. The impact of the sale of the Company’s Russian operations on revenue is more pronounced in the Specialty Cartons business as the Russian operations constituted a larger share of this operating segment’s business. The Company’s forecasted revenues assume stable raw material pricing and level exchange rates through the forecast period.

In assessing the similarity of sales trends in reference to ASC 280-10-55-7A, the Company considers several factors, including whether there is similarity in the factors that drive changes in revenue across the five Flexibles operating segments. Sales in all five Flexibles operating segments are impacted similarly by changes in general economic conditions that impact consumer spending, such as food price inflation. The Company notes that there is similarity in the Company’s customer base as described in the Company’s response to the Staff’s prior comment 4, with all five Flexibles operating segments selling to large global key accounts as well as to smaller regional customers. The Company employs a common approach to working with global customers across all five Flexibles operating segments, assigning one senior executive to each of the largest customers as a single point of contact across different operating segments. In addition, the Company’s Global Management Team was expanded to include a Senior Vice President of Global Sales and Marketing in October 2022 to further leverage and expand relationships with and revenues from global key accounts, including increasing the weighting in Latin America and Asia Pacific as well as further leveraging innovation and the roll out of recycle-ready product specifications globally.

As noted in the response to the Staff’s prior comment 4, the Company’s Specialty Cartons operating segment operates in a low growth, competitive environment with high customer concentration. Specialty Cartons’ main market has been declining globally over the last several years and is expected to continue to decline over the forecast period. However, the Company has been successful at outperforming the overall market as the Specialty Cartons operating segment has gained market share and is actively pursuing new avenues for growth, including new alternatives for fiber-based packaging for food products. While the revenue of the Specialty Cartons business is expected to moderately decline during the forecast period, the Company expects to maintain its leading position in this market, similar to the leading position it retains in the various markets served by the other four Flexibles operating segments and is growing in line with or ahead of the market, similar to growth patterns projected for the other four Flexibles operating segments. Sales growth in the Flexibles Asia Pacific operating segment is expected to be higher primarily due to the Company’s recently completed, in-progress, and planned investments in the region and an increase in the region’s sustainable packaging portfolio.

In conclusion, the Company believes that sales trends among its five Flexibles operating segments are similar after considering the total mix of available information. The Company increasingly leverages its global functions and expertise and negotiates many of its larger key account customer contracts globally, with certain contracts impacting several operating segments. Therefore, trends in one operating segment can increasingly impact other operating segments also, leading to further similarity in the sales trends impacting the Company’s five Flexibles operating segments. The Company believes the aggregation of the five Flexibles operating segments into one reportable segment is appropriate based on reasonable judgment and the criteria set forth in ASC 280-10-50-11 as the five Flexibles operating segments exhibit similar economic characteristics, including similar prospective sales trends and gross margins, and are similar in the nature of products and services, nature of the production process, types of customers, methods of distributing products, and have a similar regulatory environment.

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We note from your response to our prior comment 6 that you use Adjusted Free Cash Flow as a financial performance measure. Please revise to reconcile only to the most directly comparable GAAP measure, which would be net income, rather than "net cash used from operating activities." Refer to item (10)(e)(i)(B) of Regulation S-K.

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Also, please explain to us, and revise your disclosure in future filings, to provide more detail including the quantification and nature of the cost components included in the adjustment for "Russia-Ukraine conflict impacts, material transaction and integration related costs."

The Company acknowledges the Staff’s comment and the guidance in Item (10)(e)(i)(B) of Regulation S-K and will, in future filings, reconcile Adjusted Free Cash Flow only to net income in a format similar to what follows and further detail the nature of the adjustments incorporated in this non-GAAP measure.

Rest of the answer

The following table outlines the proposed revised disclosure using the nine months ended March 31, 2023 and 2022, respectively, as an example for illustrative purposes only, with the footnotes to the table addressing the quantification and nature of the cost components included in the adjustment for “Russia-Ukraine conflict impacts, material transaction and integration related costs” referenced in the Company’s previous presentation of Adjusted Free Cash Flow:

Nine Months Ended March 31, 2022 Nine Months Ended March 31, 2023

($ million) EBITDA EBIT Net Income

EPS (Diluted

US cents)(1)

EBITDA EBIT Net Income

EPS (Diluted US cents)(1)

Net income attributable to Amcor 696 696 696 45.6 868 868 868 58.1

Net income attributable to non-controlling interests 7 7 6 6

Tax expense 196 196 125 125

Interest expense, net 100 100 189 189

Depreciation and amortization 433 425

EBITDA, EBIT, Net income, and EPS 1,432 999 696 45.6 1,613 1,188 868 58.1

2019 Bemis Integration Plan 26 26 26 1.7 — — — —

Net loss on disposals(2)

9 9 9 0.6 — — — —

Impact of hyperinflation 10 10 10 0.6 19 19 19 1.3

Property and other losses, net(3)

23 23 23 1.5 — — — —

Pension settlements 3 3 3 0.3 — — — —

Russia-Ukraine conflict impacts(4)

— — — — (156) (156) (156) (10.4)

Other 4 4 4 0.3 2 2 2 —

Amortization of acquired intangibles(5)

122 122 8.0 120 120 8.0

Tax effect of above items (36) (2.4) (45) (2.9)

Adjusted EBITDA, EBIT, Net income and EPS 1,507 1,196 857 56.2 1,478 1,173 808 54.1

Reconciliation of adjusted growth to comparable constant currency growth

% growth - Adjusted EBITDA, EBIT, Net income, and EPS (2) (2) (6) (4)

% items affecting comparability(6)

3 3 3 4

% currency impact 3 3 4 4

% comparable constant currency growth 4 4 1 4

Adjusted EBITDA 1,507 1,478

Interest paid, net (72) (169)

Income tax paid (163) (130)

Purchase of property, plant, and equipment and other intangible assets (373) (382)

Proceeds from sales of property, plant, and equipment and other intangible assets 7 12

Movement in working capital (647) (801)

Other 4 6

Adjusted Free Cash Flow 263 14

(1) Calculation of diluted EPS for the nine months ended March 31, 2023 and 2022 excludes net income attributable to shares to be repurchased under forward contracts of $6 million and $2 million, respectively.

(2) Net loss on disposals for the nine months ended March 31, 2022 includes an expense of $9 million, triggered by the disposal of non-core assets.

(3) Property and other losses, net includes property and related business losses primarily associated with the destruction of the Company's Durban, South Africa, facility during general civil unrest in July 2021, net of insurance recovery.

(4) Includes the net gain on disposal of the Russian business of $215 million and incremental restructuring and other costs attributable to Group-wide initiatives to offset divested earnings from the Russian business of $59 million.

(5) Amortization of acquired intangible assets from business combinations.

(6) Reflects the impact of acquired, disposed, and ceased operations.

****

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 Jessica S. Lochmann, Foley & Lardner LLP, at (414) 297-5817.

Read in the reply ↗

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.

Read in the reply ↗

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.

Read in the reply ↗

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.

Read in the reply ↗

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.”

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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.

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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.

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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.

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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

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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.

* * * *

***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.

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