Amcor plc - Quarter Report: 2023 December (Form 10-Q)

Diluted earnings per share:$ $ $ $

Note: Per share amounts may not add due to rounding. See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended December 31,			Six Months Ended December 31,
($ in millions)	2023		2022	2023		2022
Net income	$		$	$		$
Other comprehensive income/(loss):
Net gains/(losses) on cash flow hedges, net of tax (a)						()
Foreign currency translation adjustments, net of tax (b)						()
Pension, net of tax (c)			()			()
Other comprehensive income/(loss)						()
Total comprehensive income
Comprehensive income attributable to non-controlling interests	()		()	()		()
Comprehensive income attributable to Amcor plc	$		$	$		$

(a) Tax benefit/(expense) related to cash flow hedges	$	()	$	$	()	$
(b) Tax benefit/(expense) related to foreign currency translation adjustments	$		$	$		$	()
Repayment of long-term debt	()		()
Net borrowing of commercial paper
Net repayment of short-term debt	()		()
Repayment of lease liabilities	()		()
Share buybacks/cancellations	()		()
Dividends paid	()		()
Net cash used in financing activities	()		()

Effect of exchange rates on cash and cash equivalents	()		()

Net decrease in cash and cash equivalents	()		()
Cash and cash equivalents balance at beginning of year

Cash and cash equivalents balance at end of period	$		$

Supplemental cash flow information:
Interest paid, net of amounts capitalized	$		$
Income taxes paid	$		$

Supplemental non-cash disclosures relating to investing and financing activities:
Purchase of property, plant, and equipment, accrued but unpaid	$		$
Contingent purchase considerations related to acquired businesses, accrued but not paid	$		$

See accompanying notes to condensed consolidated financial statements. Cash and cash equivalents at the beginning of fiscal year 2023 include cash and cash equivalents classified as held for sale.

Amcor plc and Subsidiaries

Condensed Consolidated Statements of Equity

(Unaudited)

($ in millions, except per share data)

Ordinary Shares

Additional Paid-In Capital

Retained
Earnings

Accumulated Other Comprehensive Loss

Treasury Shares

Non-controlling Interests

Total

Balance as of September 30, 2022

()

Net income

Other comprehensive income

Share buyback/cancellations

()

Dividends declared ($ per share)

()

Options exercised and shares vested

()

Net settlement of forward contracts to purchase own equity for share-based incentive plans, net of tax

Purchase of treasury shares

()

Share-based compensation expense

Change in non-controlling interests

Balance as of December 31, 2022

()

Balance as of June 30, 2022

()

Net income

Other comprehensive loss

()

Share buyback/cancellations

()

Dividends declared ($ per share)

()

Options exercised and shares vested

()

Net settlement of forward contracts to purchase own equity for share-based incentive plans, net of tax

Purchase of treasury shares

()

Share-based compensation expense

Change in non-controlling interests

Balance as of December 31, 2022

()

Balance as of September 30, 2023

()

Net income

Other comprehensive income

Dividends declared ($ per share)

()

Shares vested

()

Net settlement of forward contracts to purchase own equity for share-based incentive plans, net of tax

Purchase of treasury shares

()

Share-based compensation expense

Balance as of December 31, 2023

()

Balance as of June 30, 2023

()

Net income

Other comprehensive income

Share buyback/cancellations

()

Dividends declared ($ per share)

()

Shares vested and related tax withholdings

()

Net settlement of forward contracts to purchase own equity for share-based incentive plans, net of tax

Purchase of treasury shares

()

Share-based compensation expense

Balance as of December 31, 2023

()

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Note 1 -

Note 2 -

billion and $ billion, respectively.

Accounting Standards Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07 that adds new reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The new standard's amendments are effective for the Company for annual periods beginning July 1, 2024, and interim periods beginning July 1, 2025, with early adoption permitted, and will be applied retrospectively to all periods in the financial statements. The Company will adopt this guidance in fiscal year 2025. The Company is currently evaluating the impact that this new guidance will have on its disclosures.

In December 2023, the FASB issued ASU 2023-09 that adds new income tax disclosure requirements, primarily related to existing income tax rate reconciliation and income taxes paid information. The new standard's amendments are effective for the Company for annual periods beginning July 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating the impact that this new guidance will have on its disclosures.

The Company considers the applicability and impact of all ASUs issued by the FASB. The Company determined at this time that all other ASUs not yet adopted are either not applicable or are not expected to have a material impact on its results of operations, financial position, and disclosures.

Note 3 -

$ $ $ Restructuring and related expenses, net()()()()Restructuring and other related activities, net$()$ $()$

A pre-tax net gain on disposal of the Company's three manufacturing facilities in Russia ("Russian business") of $ million was recognized in the three and six months ended December 31, 2022. The carrying value of the Russian business had previously been impaired by $ million in the quarter ended June 30, 2022. For further information refer to Note 4, "Acquisitions and Disposals".

Refer to Note 5, "Restructuring" for information on restructuring and related expenses, net.

Note 4 -

million plus the assumption of debt of $ million. The acquisition is part of the Company's Flexibles reportable segment and the Company aims to complete the purchase price allocation as soon as practicable but no later than one year from the date of the acquisition.

Fiscal Year 2023 - Acquisitions

On May 31, 2023, the Company completed the acquisition of a New Zealand based leading manufacturer of state-of-the-art, automated protein packaging machines. The purchase consideration of $ million is subject to customary post-closing adjustments. The consideration includes contingent consideration of $ million, to be earned and paid in cash over the two years following the acquisition date, subject to meeting certain performance targets. The acquisition is part of the Company's Flexibles reportable segment and resulted in the recognition of acquired identifiable net assets of $ million and goodwill of $ million. Goodwill is deductible for tax purposes. The fair values of the contingent consideration, identifiable net assets acquired, and goodwill are based on the Company's best estimate as of December 31, 2023 using information available as of the acquisition date, and are considered preliminary. The Company aims to complete the purchase price allocation as soon as practicable but no later than one year from the date of the acquisition.

On March 17, 2023, the Company completed the acquisition of a % equity interest in a medical device packaging manufacturing site in Shanghai, China. The purchase consideration of $ million includes contingent consideration of $ million, to be earned and paid in cash over the three years following the acquisition date, subject to meeting certain performance targets. The acquisition is part of the Company's Flexibles reportable segment and resulted in the recognition of acquired identifiable net assets of $ million and goodwill of $ million. Goodwill is not deductible for tax purposes. The fair values of the contingent consideration, identifiable net assets acquired, and goodwill are based on the Company's best estimate as of December 31, 2023 using information available as of the acquisition date, and are considered preliminary. The Company aims to complete the purchase price allocation as soon as practicable but no later than one year from the date of the acquisition.

The fair value estimates for all three acquisitions in fiscal years 2024 and 2023 were based on income, market, and cost valuation methods. Pro forma information related to these acquisitions has not been presented, as the effect of the acquisitions on the Company's consolidated financial statements was not material.

Fiscal Year 2023 - Disposal

On December 23, 2022, the Company completed the sale of the Russian business after receiving all necessary regulatory approvals and cash proceeds, including receipt of closing cash balances. The sale followed the Company’s previously announced plan to pursue the orderly sale of its Russian business. The total net cash consideration received, excluding disposed cash and items settled net, was $ million and resulted in a net pre-tax net gain of $ million. The carrying value of the Russian business had previously been impaired by $ million in the quarter ended June 30, 2022. The impairment charge was based on the Company's best estimate of the fair value of its Russian business, which considered the wide range of indicative bids received and uncertain regulatory environment. The net pre-tax gain on disposal of the Russian business was recorded as restructuring and other related activities, net within the condensed consolidated statements of income. The Russian business had a net carrying value of $ million, including allocated goodwill of $ million and accumulated other comprehensive losses of $ million, primarily attributed to foreign currency translation adjustments.

Note 5 -

million and $ million during the three months ended December 31, 2023 and 2022, respectively, and $ million and $ million during the six months ended December 31, 2023 and 2022, respectively. The Company's restructuring activities for the three and six months ended December 31, 2023 were primarily comprised of restructuring activities related to the 2023 Restructuring Plan (as defined below). The Company's restructuring activities in the three and six months ended December 31, 2022 related to Other Restructuring Plans (as defined below).

Restructuring related expenses are directly attributable to restructuring activities; however, they do not qualify for special accounting treatment as exit or disposal activities. The Company believes the disclosure of restructuring related costs provides more information on its restructuring activities.

2023 Restructuring Plan

On February 7, 2023, the Company announced that it will allocate approximately $ million to $ million of the sale proceeds from the Russian business to various cost saving initiatives to partly offset divested earnings from the Russian business (the "2023 Restructuring Plan" or the "Plan"). The Company expects the total Plan cash and non-cash net expenses to total approximately $ million. As of December 31, 2023, the Company has initiated projects with an expected net cost of approximately $ million, of which $ million relates to employee related expenses, $ million to fixed asset related expenses (net of expected gains on asset disposals), $ million to other restructuring expenses, and $ million to restructuring related expenses. The projects initiated as of December 31, 2023 are expected to result in approximately $ million of net cash expenditures. The Plan includes both the Flexibles and Rigid Packaging reportable segments and is expected to be largely completed by the end of calendar year 2024.

From the initiation of the Plan through December 31, 2023, the Company has incurred $ million in employee related expenses, $ million in fixed asset related expenses, $ million in other restructuring, and $ million in restructuring related expenses, with $ million incurred in the Flexibles reportable segment and $ million incurred in the Rigid Packaging reportable segment. The Plan has resulted in cumulative net cash outflows of $ million. Additional cash payments of approximately $ million to $ million, net of estimated proceeds from disposals, are expected for the remainder of the fiscal year 2024, the majority of which relates to the Flexibles reportable segment.

The restructuring related costs relate primarily to the closure of facilities and include startup and training costs after relocation of equipment, and other costs incidental to the Plan.

Other Restructuring Plans

The Company has entered into other individually immaterial restructuring plans ("Other Restructuring Plans"). Expenses incurred on such programs are primarily costs to move equipment and other costs.

Consolidated Restructuring Plans

$ $ Fiscal year 2024, first quarter Fiscal year 2024, second quarter Net expenses incurred$ $ $

(1)Includes restructuring related expenses from the 2023 Restructuring Plan of $ million, $ million, and $ million for fiscal year 2023, first quarter of fiscal year 2024, and second quarter of fiscal year 2024, respectively. In the three and six months ended December 31, 2023, $ million and $ million of restructuring and related expenses, net, were incurred in the Flexibles reportable segment and $ million and $ million in the Rigid Packaging reportable segment.

(2)Includes restructuring related costs of $ million, , and $ million for fiscal year 2023, first quarter of fiscal year 2024, and second quarter of fiscal year 2024, respectively.

)$ $ $ Fixed asset related expenses Other expenses Total restructuring expenses, net$ $ $ $

$ $ $ Net charges to earnings Cash paid() ()()Non-cash and other ()()()Foreign currency translation Liability balance as of December 31, 2023$ $ $ $

Note 6 -

$ $ Acquisitions (1) Foreign currency translation Balance as of December 31, 2023$ $ $

(1)Acquisitions are attributed to goodwill recognized in connection with the business combinations detailed in Note 4, "Acquisitions and Disposals".

Goodwill is not amortized but is tested for impairment annually in the fourth quarter of the fiscal year, or during interim periods if events or circumstances arise which indicate that goodwill may be impaired.

Other Intangible Assets, Net

$()$ Computer software () Other (2) () Total other intangible assets$ $()$

June 30, 2023

($ in millions)

Gross Carrying Amount

Accumulated Amortization and Impairment (1)

Net Carrying Amount

Customer relationships

()

Computer software

()

Other (2)

()

Total other intangible assets

()

(1)Accumulated amortization and impairment as of December 31, 2023 and June 30, 2023 included $ million and $ million, respectively, of accumulated impairment in the Other category.

(2)As of December 31, 2023 and June 30, 2023, Other included $ million and $ million, respectively, of acquired intellectual property assets not yet being amortized as the related R&D projects have not yet been completed.

Amortization expenses for intangible assets were $ million and $ million during the three months ended December 31, 2023 and 2022, respectively, and $ million and $ million during the six months ended December 31, 2023 and 2022, respectively.

Note 7 -

The carrying value of long-term debt with variable interest rates approximates its fair value. The fair value of the Company's long-term debt with fixed interest rates is based on market prices, if available, or expected future cash flows discounted at the current interest rate for financial liabilities with similar risk profiles.

$ $ $

billion. These contracts are considered to be economic hedges and the related $ billion notional amount of commercial paper is also excluded from the total long-term debt with fixed interest rates.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

Additionally, the Company measures and records certain assets and liabilities, including derivative instruments and contingent purchase consideration liabilities, at fair value.

$ $ $ Forward exchange contracts Interest rate swaps Total assets measured at fair value$ $ $ $ LiabilitiesContingent purchase consideration$ $ $ $ Commodity contracts Forward exchange contracts Interest rate swaps Total liabilities measured at fair value$ $ $ $

$ $ $ Interest rate swaps Total assets measured at fair value$ $ $ $ LiabilitiesContingent purchase consideration$ $ $ $ Commodity contracts Forward exchange contracts Interest rate swaps Total liabilities measured at fair value$ $ $ $

Contingent purchase consideration liabilities arise from business acquisitions and other investments. As of December 31, 2023, the Company had contingent purchase consideration liabilities of $ million, consisting of $ million of contingent purchase consideration predominantly relating to fiscal year 2023 acquisitions (refer to Note 4, "Acquisitions and Disposals") and a $ million liability that is contingent on future royalty income generated by Discma AG, a subsidiary acquired in March 2017. The fair values of the contingent purchase consideration liabilities were determined for each arrangement individually. The fair values were determined using an income approach with significant inputs that are not observable in the market. Key assumptions include the selection of discount rates consistent with the level of risk of achievement and probability adjusted financial projections. The expected outcomes are recorded at net present value, which require adjustment over the life for changes in risks and probabilities. Changes arising from modifications in forecasts related to contingent consideration are not expected to be material. During the three and six months ended December 31, 2023, income of $ million was recorded in other income/(expenses), net from remeasuring the fair value of the Company's contingent purchase consideration liability.

The fair value of contingent purchase consideration liabilities is included in other current liabilities and other non-current liabilities in the unaudited condensed consolidated balance sheets.

During the three months ended December 31, 2023 and 2022, there were impairment charges recorded on indefinite-lived intangibles, including goodwill. For information on long-lived asset impairments, refer to Note 5, "Restructuring".

Note 8 -

In March 2023, the Company entered into interest rate swap contracts for a total notional amount of $ billion. Under the terms of the contracts, the Company pays a weighted-average fixed interest rate of % and receives a variable rate of interest, based on 1-month Term Secured Overnight Financing Rate ("SOFR"), from July 2023 through June 2024, settled monthly. As of December 31, 2023 and June 30, 2023, the Company had other receive-variable/pay-fixed interest rate swaps. Although the Company is not applying hedge accounting, the Company believes that these economic hedging instruments are effective in protecting the Company against the risks of changes in the variable interest rate on a portion of its forecasted commercial paper issuances.

As of December 31, 2023, and June 30, 2023, the total notional amount of the Company’s receive-fixed/pay-variable interest rate swaps was $ million.

As of December 31, 2023, and June 30, 2023, the notional amount of the outstanding forward contracts was $ million and $ million, respectively.

tons tonsPET resin lbs. lbs.

$ Forward exchange contractsOther current assets Derivatives not designated as hedging instruments:Forward exchange contractsOther current assets Interest rate swapsOther current assets Total current derivative contracts Total non-current derivative contracts Total derivative asset contracts$ $ LiabilitiesDerivatives in cash flow hedging relationships:Commodity contractsOther current liabilities$ $ Forward exchange contractsOther current liabilities Derivatives not designated as hedging instruments:Forward exchange contractsOther current liabilities Total current derivative contracts Derivatives in cash flow hedging relationships:Forward exchange contractsOther non-current liabilities Derivatives in fair value hedging relationships:Interest rate swapsOther non-current liabilities Derivatives not designated as hedging instruments:Forward exchange contractsOther non-current liabilities Total non-current derivative contracts Total derivative liability contracts$ $

$()$()$()Forward exchange contractsNet sales()() ()Treasury locksInterest expense ()()Total$()$()$()$()

$ $ $()Interest rate swapsOther income/(expenses), net() () Total$ $ $()$()

$ $ $()Total$ $ $ $()

Note 9 -

$ $ $ Interest cost Expected return on plan assets()()()()Amortization of actuarial loss Amortization of prior service credit()()()()Settlement costs Net periodic benefit cost$ $ $ $

Note 10 -

The effective tax rate for the three months ended December 31, 2023 increased by percentage points compared to the three months ended December 31, 2022 from % to %, primarily due to the difference in the magnitude of discrete events in both periods, mainly driven by tax benefits attributable to the disposal of the Russian business in the three months ended December 31, 2022.

percentage points compared to the six months ended December 31, 2022 from % to %, primarily due to the difference in the magnitude of discrete events in both periods, mainly driven by tax benefits attributable to the disposal of the Russian business in the six months ended December 31, 2022.

Note 11 -

$ $()

Share buyback / cancellations

() — — Options exercised and shares vested— — () Purchase of treasury shares— — ()Balance as of December 31, 2022 $ $()Balance as of June 30, 2023 $ $()Share buyback / cancellations() — — Shares vested— — () Purchase of treasury shares— — ()Balance as of December 31, 2023 $ $()

)$()$ $()$()Other comprehensive loss before reclassifications() ()()Amounts reclassified from accumulated other comprehensive loss () Net current period other comprehensive loss() ()()()Balance as of December 31, 2022$()$()$ $()$()Balance as of June 30, 2023$()$()$()$()$()Other comprehensive income before reclassifications Amounts reclassified from accumulated other comprehensive loss Net current period other comprehensive income Balance as of December 31, 2023$()$()$()$()$()

)$()$()$()Amortization of actuarial loss Effect of pension settlement Total before tax effect () ()Tax effect Total net of tax$ $()$ $()Losses on cash flow hedges:Commodity contracts$ $ $ $ Forward exchange contracts Treasury locks Total before tax effect Tax effect () ()Total net of tax$ $ $ $ Losses on foreign currency translation:Foreign currency translation adjustment$ $ $ $ Total before tax effect Tax effect Total net of tax$ $ $ $

Forward contracts to purchase own shares

The Company's employee share plans require the delivery of shares to employees in the future when rights vest or vested options are exercised. The Company currently acquires shares on the open market to deliver shares to employees to satisfy vesting or exercising commitments which exposes the Company to market price risk.

To protect the Company from share price volatility, the Company entered into forward contracts for the purchase of its ordinary shares. As of December 31, 2023, the Company had forward contracts outstanding that were entered into in September 2022 and mature in March 2024 to purchase million shares at a weighted average price of $. As of June 30, 2023, the Company had forward contracts outstanding that were entered into in May 2022 and September 2022 that mature between September 2023 and November 2023 to purchase million shares at a weighted average price of $. During the six months ended December 31, 2023, forward contracts related to million shares were settled, which were outstanding as of June 30, 2023.

The forward contracts to purchase the Company's own shares have been included in other current liabilities in the unaudited condensed consolidated balance sheets. Equity is reduced by an amount equal to the fair value of the shares at inception. The carrying value of the forward contracts at each reporting period was determined based on the present value of the cost required to settle the contracts.

Note 12 -

reportable segments outlined below:

Flexibles: Consists of operations that manufacture flexible and film packaging in the food and beverage, medical and pharmaceutical, fresh produce, snack food, personal care, and other industries. The results of the Russian business sold on December 23, 2022 are included in the comparative period results until the date of sale.

Rigid Packaging: Consists of operations that manufacture rigid containers for a broad range of predominantly beverage and food products, including carbonated soft drinks, water, juices, sports drinks, milk-based beverages, spirits and beer, sauces, dressings, spreads and personal care items, and plastic caps for a wide variety of applications.

Other consists of the Company's undistributed corporate expenses including executive and functional compensation costs, equity method and other investments, intercompany eliminations, and other business activities.

$ $ $ Rigid Packaging Other Net sales$ $ $ $ Adjusted earnings before interest and taxes ("Adjusted EBIT")Flexibles$ $ $ $ Rigid Packaging Other()()()()Adjusted EBIT Less: Amortization of acquired intangible assets from business combinations (1)()()()()Less: Impact of hyperinflation (2)()()()()Add/(Less): Restructuring and other related activities, net (3)() () Add/(Less): Other (4)() () Interest income Interest expense()()()()Equity in loss of affiliated companies, net of tax Income before income taxes and equity in loss of affiliated companies$ $ $ $

(1)Amortization of acquired intangible assets from business combinations includes amortization expenses related to all acquired intangible assets from past acquisitions.

(2)Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the functional currency was the Argentine Peso.

(3)Restructuring and other related activities, net includes incremental costs incurred in connection with the Russia-Ukraine conflict in fiscal year 2023.

$ $ $ $ $ Latin America Europe Asia Pacific Net sales$ $ $ $ $ $

Six Months Ended December 31,

20232022($ in millions)FlexiblesRigid PackagingTotalFlexiblesRigid PackagingTotalNorth America$ $ $ $ $ $ Latin America Europe Asia Pacific Net sales$ $ $ $ $ $

Note 13 -

$ $ $ Distributed and undistributed earnings attributable to shares to be repurchased()()()()Net income available to ordinary shareholders of Amcor plc—basic and diluted$ $ $ $ DenominatorWeighted-average ordinary shares outstanding Weighted-average ordinary shares to be repurchased by Amcor plc()()()()Weighted-average ordinary shares outstanding for EPS—basic Effect of dilutive shares Weighted-average ordinary shares outstanding for EPS—diluted Per ordinary share incomeBasic earnings per ordinary share$ $ $ $ Diluted earnings per ordinary share$ $ $ $

Note: Per share amounts are computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding and all other quarterly amounts may not equal the total year due to rounding.

million and million shares, respectively. The excluded stock awards for the three and six months ended December 31, 2022 represented an aggregate of million and million shares, respectively.

Note 14 -

million, included in other non-current liabilities in the unaudited condensed consolidated balance sheets. The Company has estimated a reasonably possible loss exposure in excess of the recorded accrual of $ million as of December 31, 2023. The litigation process is subject to many uncertainties and the outcome of individual matters cannot be accurately predicted. The Company routinely assesses these matters as to the probability of ultimately incurring a liability and records the best estimate of the ultimate loss in situations where the likelihood of an ultimate loss is probable. The Company's assessments are based on its knowledge and experience, but the ultimate outcome of any of these matters may differ from the Company's estimates.

As of December 31, 2023, the Company provided letters of credit of $ million, judicial insurance of $ million, and deposited cash of $ million with the courts to continue to defend the cases referenced above.

Contingencies - Environmental Matters

The Company, along with others, has been identified as a potentially responsible party ("PRP") at several waste disposal sites under U.S. federal and related state environmental statutes and regulations and may face potentially material environmental remediation obligations. While the Company benefits from various forms of insurance policies, actual coverage may not, or may only partially, cover the total potential exposures. As of December 31, 2023, the Company has recorded aggregate accruals of $ million for its share of estimated future remediation costs at these sites.

In addition to the matters described above, as of December 31, 2023, the Company has also recorded aggregate accruals of $ million for potential liabilities for remediation obligations at various worldwide locations that are owned or operated by the Company, or were formerly owned or operated.

The SEC requires the Company to disclose certain information about proceedings arising under federal, state, or local environmental provisions if the Company reasonably believes that such proceeding may result in monetary sanctions above a stated threshold. Pursuant to SEC regulations, the Company uses a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required. Applying this threshold, there are no environmental matters required to be disclosed for the three and six months ended December 31, 2023.

While the Company believes that its accruals are adequate to cover its future obligations, there can be no assurance that the ultimate payments will not exceed the accrued amounts. Nevertheless, based on the available information, the Company does not believe that its potential environmental obligations will have a material adverse effect upon its liquidity, results of operations, or financial condition.

Other Matters

Note 15 -

per share to be paid on March 19, 2024 to shareholders of record as of February 28, 2024. Amcor has received a waiver from the Australian Securities Exchange ("ASX") settlement operating rules, which will allow Amcor to defer processing conversions between ordinary share and CHESS Depositary Instrument ("CDI") registers from February 27, 2024 to February 28, 2024, inclusive.

On February 6, 2024, the Company's Board of Directors extended the approval for the remaining $ million of ordinary shares and CDIs of the $ million buyback until June 30, 2024.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis ("MD&A") should be read in conjunction with our Form 10-K for fiscal year 2023 filed with the U.S. Securities and Exchange Commission (the "SEC") on August 17, 2023, together with the unaudited condensed consolidated financial statements and accompanying notes included in Part 1, Item 1 of this Form 10-Q. Throughout the MD&A, amounts and percentages may not recalculate due to rounding.

Summary of Financial Results


	Three Months Ended December 31,								Six Months Ended December 31,
($ in millions)	2023				2022				2023				2022
Net sales	$	3,251	100.0	%	$	3,642	100.0	%	$	6,694	100.0	%	$	7,354	100.0	%
Cost of sales	(2,630)		(80.9	%)	(2,980)		(81.8	%)	(5,428)		(81.1	%)	(6,024)		(81.9	%)

Gross profit	621		19.1	%	662		18.2	%	1,266		18.9	%	1,330		18.1	%

Operating expenses:
Selling, general, and administrative expenses	(299)		(9.2	%)	(298)		(8.2	%)	(601)		(9.0	%)	(600)		(8.2	%)
Research and development expenses	(28)		(0.9	%)	(24)		(0.7	%)	(55)		(0.8	%)	(49)		(0.7	%)
Restructuring and other related activities, net	(24)		(0.7	%)	213		5.8	%	(52)		(0.8	%)	212		2.9	%
Other income/(expenses), net	(28)		(0.9	%)	6		0.2	%	(46)		(0.7	%)	8		0.1	%

Operating income	242		7.4	%	559		15.3	%	512		7.6	%	901		12.3	%

Interest income	11		0.3	%	11		0.3	%	21		0.3	%	20		0.3	%
Interest expense	(89)		(2.7	%)	(79)		(2.2	%)	(174)		(2.6	%)	(138)		(1.9	%)
Other non-operating income, net	1		—	%	3		0.1	%	—		—	%	3		—	%

Income before income taxes and equity in loss of affiliated companies	165		5.1	%	494		13.6	%	359		5.4	%	786		10.7	%

Income tax expense	(28)		(0.9	%)	(33)		(0.9	%)	(67)		(1.0	%)	(91)		(1.2	%)
Equity in loss of affiliated companies, net of tax	(1)		—	%	—		—	%	(2)		—	%	—		—	%

Net income	$	136	4.2	%	$	461	12.7	%	$	290	4.3	%	$	695	9.5	%

Net income attributable to non-controlling interests	(2)		(0.1	%)	(2)		(0.1	%)	(4)		(0.1	%)	(4)		(0.1	%)

Net income attributable to Amcor plc	$	134	4.1	%	$	459	12.6	%	$	286	4.3	%	$	691	9.4	%

Overview

Amcor is a global leader in developing and producing responsible packaging for food, beverage, pharmaceutical, medical, home and personal care, and other products. We work with leading companies around the world to protect their products and the people who rely on them, differentiate brands, and improve supply chains through a range of flexible and rigid packaging, specialty cartons, closures, and services. We are focused on making packaging that is increasingly light-weighted, recyclable and reusable, and made using an increasing amount of recycled content. During fiscal year 2023, Amcor generated $14.7 billion in net sales.

Significant Developments Affecting the Periods Presented

Economic and Market Conditions

As anticipated, market conditions have continued to remain challenging in the first half of fiscal year 2024, with softer customer demand and increased destocking in the second quarter, particularly in December, of fiscal year 2024. We also continue to be impacted by higher inflation in certain areas, such as labor costs. In addition, higher inflation, especially in Europe and the United States, has led central banks to rapidly raise interest rates to dampen inflation which has resulted in higher interest expense on our variable rate debt, particularly on U.S. dollar and Euro denominated debt in the first half of fiscal year 2024 compared to the same period in fiscal year 2023.

The underlying causes for the continued market volatility can be attributed to a variety of factors, such as the Russia-Ukraine and the Gaza-Israel conflicts and higher inflation in many economies, which have resulted in increased volatility in food and other markets and impacted global economies. In this context, we remain focused on taking price and cost actions to offset inflation, aligning our cost base with market dynamics, and managing working capital. Improved operating leverage, combined with known benefits in the second half of fiscal year 2024, which include the elimination of the earnings headwinds from the sale of the three manufacturing facilities in Russia ("Russian business"), a lower interest expense headwind, and the realization of structural cost reduction and productivity initiatives, is expected to result in improved earnings in the second half of fiscal year 2024. However, there is no assurance that we will meet our performance expectations or that ongoing geopolitical tensions and other factors will not negatively impact our financial results.

Russia-Ukraine Conflict / 2023 Restructuring Plan

Russia's invasion of Ukraine that began in February 2022 continues as of the date of the filing of this quarterly report. In advance of the invasion, we proactively suspended operations at our small manufacturing site in Ukraine. We also operated our Russian business until its sale on December 23, 2022, for net cash proceeds of $365 million. In addition, we repatriated approximately $65 million in cash held in Russia as part of the transaction. We recorded a pre-tax net gain on sale of $215 million. The carrying value of the Russian business had previously been impaired by $90 million in the quarter ended June 30, 2022.

On February 7, 2023, we announced that we expect to invest $110 million to $130 million of the sale proceeds from the Russian business in various cost savings initiatives to partly offset divested earnings from the Russian business (the "2023 Restructuring Plan" or the "Plan"). We expect total Plan cash and non-cash net expenses of approximately $230 million. Of the remaining cash received from the sale of the Russian business, we allocated $100 million to the repurchase of additional shares and the remainder was used to reduce debt.

As of December 31, 2023, we have initiated restructuring and related projects with an expected net cost of approximately $210 million, of which approximately $110 million is expected to result in net cash expenditures. From the initiation of the Plan until December 31, 2023, we have incurred $77 million in employee-related expenses, $25 million in fixed asset related expenses, $27 million in other restructuring, and $13 million in restructuring related expenses. The Plan has resulted in $49 million of cash outflows to date.

Management initiated other restructuring actions in the fourth quarter of fiscal year 2022 to help mitigate the impact of the Russian sale. Management expects to realize an annualized pre-tax benefit of approximately $50 million from structural cost reduction actions taken as a result of all Russia related restructuring by the end of fiscal year 2025.

For further information, refer to Note 5, "Restructuring," of Part I, "Item 1, Notes to Condense d Consolidated Financial Statements".

Highly Inflationary Accounting

We have subsidiaries in Argentina that historically had a functional currency of the Argentine Peso. As of June 30, 2018, the Argentine economy was designated as highly inflationary for accounting purposes. Accordingly, beginning July 1, 2018, we began reporting the financial results of our Argentine subsidiaries with a functional currency of the Argentine Peso at the functional currency of the parent, which is the U.S. dollar. Following the governmental election in the three months ended December 31, 2023, Argentina devalued the Argentine Peso by approximately 55% against the U.S. dollar. As a result, highly inflationary accounting in the three months ended December 31, 2023 and 2022 resulted in a negative impact on monetary assets of $34 million and $5 million, respectively, and $51 million and $13 million in the six months ended December 31, 2023 and 2022, respectively, in foreign currency transaction losses that were reflected in the unaudited condensed consolidated statements of income. Our operations in Argentina represented approximately 2% of our consolidated net sales and annual adjusted earnings before interest and tax in fiscal years 2023 and 2022.

Results of Operations - Three Months Ended December 31, 2023

Consolidated Results of Operations


	Three Months Ended December 31,
($ in millions, except per share data)	2023			2022
Net sales	$	3,251		$	3,642
Operating income	242			559
Operating income as a percentage of net sales	7.4		%	15.3		%

Net income attributable to Amcor plc	$	134		$	459
Diluted Earnings Per Share	$	0.092		$	0.307

Net sales decreased by $391 million, or 11%, for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. Excluding the positive currency impacts of $72 million, the negative impacts from the pass-through of lower raw material costs of approximately $30 million, and the negative impact from the disposed Russian business of $85 million, the remaining variation in net sales for the three months ended December 31, 2023 was a decrease of $348 million, or 10%, reflecting lower volumes.

Net income attributable to Amcor plc decreased by $325 million, or 71%, for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, mainly due to the non-recurrence of a pre-tax net gain of $215 million on disposal of the Russian business in the three months ended December 31, 2022, a decrease in gross profit of $41 million, a decrease in other income of $34 million, an increase in restructuring and related expenses, net, of $22 million, and higher net interest expense of $10 million.

Diluted earnings per share ("Diluted EPS") decreased by $0.215, or 70%, for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, with the net income available to ordinary shareholders of Amcor plc decreasing by 71% due to the above items and the diluted weighted average number of shares outstanding decreasing by 3%. The decrease in the diluted weighted average number of shares outstanding was largely due to the repurchase of shares under previously announced share buyback programs.

Segment Results of Operations

Flexibles Segment


	Three Months Ended December 31,
($ in millions)	2023			2022
Net sales	$	2,481		$	2,812
Adjusted EBIT	312			353
Adjusted EBIT as a percentage of net sales	12.6		%	12.6		%

Net sales decreased by $331 million, or 12%, for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. Excluding the positive currency impacts of $63 million, the negative impacts from the pass-through of lower raw material costs of approximately $45 million, and the negative impact from the disposed Russian business of $85 million, the remaining variation in net sales for the three months ended December 31, 2023 was a decrease of $264 million, or 9%, reflecting sales from acquired businesses of 1% and unfavorable volumes of 10% as a result of persistently broad based lower market and customer demand as well as accelerated destocking, particularly in December.

Adjusted earnings before interest and tax ("Adjusted EBIT") decreased by $41 million or 12% for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. Excluding positive currency impacts of $6 million and the negative net impact from the disposed Russian business of $29 million, the remaining decrease in Adjusted EBIT for the three months ended December 31, 2023, was $18 million, or 5%, reflecting the net negative effect of 6% from unfavorable volumes and favorable operating cost performance, partially offset by favorable price/mix of 1%.

Rigid Packaging Segment


	Three Months Ended December 31,
($ in millions)	2023			2022
Net sales	$	770		$	830
Adjusted EBIT	51			57
Adjusted EBIT as a percentage of net sales	6.6		%	6.9		%

Net sales decreased by $60 million, or 7%, for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. Excluding the positive currency impacts of $10 million and the positive impact from the pass-through of higher raw material costs of approximately $15 million, the remaining variation in net sales for the three months ended December 31, 2023 was a decrease of $85 million, or 10%, reflecting price/mix benefits of 2% and unfavorable volumes of 12% predominantly reflecting an incremental weaker consumer and customer demand and significant destocking.

Adjusted EBIT decreased by $6 million, or 11%, for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. Excluding the positive currency impacts of $1 million, the remaining variation in Adjusted EBIT for the three months ended December 31, 2023 was a decrease of $7 million, or 12%, reflecting the net negative effect of 29% from unfavorable volumes and favorable operating cost performance, partly offset by favorable price/mix of 17%.

Consolidated Gross Profit


	Three Months Ended December 31,
($ in millions)	2023			2022
Gross profit	$	621		$	662
Gross profit as a percentage of net sales	19.1		%	18.2		%

Gross profit decreased by $41 million, or 6%, for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. The decrease was primarily driven by the impact of the disposed Russian business and lower volumes. Gross profit as a percentage of sales increased to 19.1% for the three months ended December 31, 2023, driven by an improvement in operating cost performance.

Consolidated Research And Development Expenses


	Three Months Ended December 31,
($ in millions)	2023			2022
Research and development expenses	$	(28)		$	(24)
Research and development expenses as a percentage of net sales	(0.9		%)	(0.7		%)

Research and development expenses increased by $4 million, or 17%, for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. The increase was due to continued investment in our research and development organization to further progress towards our innovation and sustainability goals.

Consolidated Restructuring and Other Related Activities, Net


	Three Months Ended December 31,
($ in millions)	2023			2022
Restructuring and other related activities, net	$	(24)		$	213
Restructuring and other related activities, net, as a percentage of net sales	(0.7		%)	5.8		%

Restructuring and other related activities, net, changed by $237 million for the three months ended December 31, 2023, compared to the three months ended December 31, 2022. The change was mainly a result of a pre-tax net gain of $215 million on the disposal of the Russian business in three months ended December 31, 2022 and an increase in restructuring and related expenses, net, of $22 million, primarily related to the 2023 Restructuring Plan.

Consolidated Other Income/(Expenses), Net


	Three Months Ended December 31,
($ in millions)	2023			2022
Other income/(expenses), net	$	(28)		$	6
Other income/(expenses), net as a percentage of net sales	(0.9		%)	0.2		%

Other income/(expenses), net changed by $34 million, for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, primarily from the adverse impact of the devaluation of the Argentine Peso.

Consolidated Interest Expense


	Three Months Ended December 31,
($ in millions)	2023			2022
Interest expense	$	(89)		$	(79)
Interest expense as a percentage of net sales	(2.7		%)	(2.2		%)

Interest expense increased by $10 million, or 13%, for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, driven primarily by increased variable interest rates.

Consolidated Income Tax Expense


	Three Months Ended December 31,
($ in millions)	2023			2022
Income tax expense	$	(28)		$	(33)
Effective income tax rate	17.0		%	6.7		%

The provision for income taxes for the three months ended December 31, 2023 and 2022 is based on our estimated annual effective tax rate for the respective fiscal years, and is applied on income before income taxes and equity in loss of affiliated companies, and adjusted for specific items that are required to be recognized in the period in which they are incurred.

The effective tax rate for the three months ended December 31, 2023 increased by 10.3 percentage points compared to the three months ended December 31, 2022, primarily due to the difference in the magnitude of discrete events in both periods, mainly driven by tax benefits attributable to the disposal of the Russian business in the three months ended December 31, 2022.

Results of Operations - Six Months Ended December 31, 2023

Consolidated Results of Operations


	Six Months Ended December 31,
($ in millions, except per share data)	2023			2022
Net sales	$	6,694		$	7,354
Operating income	$	512		$	901
Operating income as a percentage of net sales	7.6		%	12.3		%

Net income attributable to Amcor plc	$	286		$	691
Diluted Earnings Per Share	$	0.198		$	0.461

Net sales decreased by $660 million, or 9%, for the six months ended December 31, 2023, compared to the six months ended December 31, 2022. Excluding the positive currency impacts of $154 million, the negative impacts from the pass-through of lower raw material costs of approximately $85 million, and the negative impact from the disposed Russian business of $156 million, the remaining decrease in net sales for the six months ended December 31, 2023 was $573 million, or 8%, reflecting favorable price/mix of 1% and unfavorable volumes of 9%.

Net income attributable to Amcor plc decreased by $405 million, or 59%, for the six months ended December 31, 2023, compared to the six months ended December 31, 2022, mainly due to the non-recurrence of the pre-tax net gain of $215 million on disposal of the Russian business in the six months ended December 31, 2022, a decrease in gross profit of $64 million, a decrease in other income of $54 million, an increase in restructuring and related expenses, net, of $49 million, and higher net interest expense of $35 million.

Diluted earnings per share decreased by $0.263, or 57%, for the six months ended December 31, 2023, compared to the six months ended December 31, 2022, with the net income available to ordinary shareholders of Amcor plc decreasing by 58% due to the above items and the diluted weighted average number of shares outstanding decreasing by 3% for the six months ended December 31, 2023 compared to the six months ended December 31, 2022. The decrease in the diluted weighted average number of shares outstanding was due to the repurchase of shares under previously announced share buyback programs.

Segment Results of Operations

Flexibles Segment


	Six Months Ended December 31,
($ in millions)	2023			2022
Net sales	$	5,049		$	5,591
Adjusted EBIT	$	634		$	706
Adjusted EBIT as a percentage of net sales	12.6		%	12.6		%

Net sales decreased by $542 million, or 10%, for the six months ended December 31, 2023, compared to the six months ended December 31, 2022. Excluding the positive currency impacts of $135 million, the negative impacts from the pass-through of lower raw material costs of approximately $90 million, and the negative impact from the disposed Russian business of $156 million, the remaining variation in net sales for the six months ended December 31, 2023 was a decrease of $431 million, or 8%, reflecting price/mix benefits and sales from acquired businesses of 1% and unfavorable volumes of 9%, mainly reflecting persistently lower market and customer demand and accelerated destocking in the second quarter of fiscal year 2024.

Adjusted EBIT decreased by $72 million, or 10%, for the six months ended December 31, 2023, compared to the six months ended December 31, 2022. Excluding positive currency impacts of $13 million and the negative net impact from the disposed Russian business of $50 million, the remaining decrease in Adjusted EBIT for the six months ended December 31, 2023, was $35 million, or 5%, reflecting the net negative effect of 13% from unfavorable volumes and favorable operating cost performance, partly offset by favorable price/mix of 8%.

Rigid Packaging Segment


	Six Months Ended December 31,
($ in millions)	2023			2022
Net sales	$	1,645		$	1,763
Adjusted EBIT	$	113		$	123
Adjusted EBIT as a percentage of net sales	6.9		%	7.0		%

Net sales decreased by $118 million, or 7%, for the six months ended December 31, 2023, compared to the six months ended December 31, 2022. Excluding the positive currency impacts of $18 million, the positive impact from the pass-through of higher raw material costs of approximately $5 million, the remaining variation in net sales for the six months ended December 31, 2023 was a decrease of $141 million, or 8%, reflecting price/mix benefits of 1% and unfavorable volumes of 9%, predominantly reflecting a combination of lower consumer and customer demand, as well as destocking, particularly in the second quarter of fiscal year 2024.

Adjusted EBIT decreased by $10 million, or 8%, for the six months ended December 31, 2023, compared to the six months ended December 31, 2022. Excluding the positive currency impacts of $1 million, the remaining variation in Adjusted EBIT for the six months ended December 31, 2023 was a decrease of $11 million, or 9%, reflecting the net negative effect of 24% from unfavorable volumes and favorable operating cost performance, partly offset by favorable price/mix of 15%.

Consolidated Gross Profit


	Six Months Ended December 31,
($ in millions)	2023			2022
Gross profit	$	1,266		$	1,330
Gross profit as a percentage of net sales	18.9		%	18.1		%

Gross profit decreased by $64 million, or 5%, for the six months ended December 31, 2023, compared to the six months ended December 31, 2022. The decrease was primarily driven by the impact of the disposed Russian business and lower volumes. Gross profit as a percentage of sales increased to 18.9% for the six months ended December 31, 2023, driven by favorable price/mix and an improvement in operating cost performance.

Consolidated Research And Development Expenses


	Six Months Ended December 31,
($ in millions)	2023			2022
Research and development expenses	$	(55)		$	(49)
Research and development expenses as a percentage of net sales	(0.8		%)	(0.7		%)

Research and development expenses increased by $6 million, or 12%, for the six months ended December 31, 2023, compared to the six months ended December 31, 2022. The increase was due to continued investment in our research and development organization to further progress towards our innovation and sustainability goals.

Consolidated Restructuring and Other Related Activities, Net


	Six Months Ended December 31,
($ in millions)	2023			2022
Restructuring and other related activities, net	$	(52)		$	212
Restructuring and other related activities, net, as a percentage of net sales	(0.8		%)	2.9		%

Restructuring and other related activities, net, changed by $264 million for the six months ended December 31, 2023, compared to the six months ended December 31, 2022. The change was mainly a result of a pre-tax net gain of $215 million on the disposal of the Russian business in the six months ended December 31, 2022, and an increase in restructuring and related expenses, net, of $49 million, primarily related to the 2023 Restructuring Plan.

Consolidated Other Income/(Expenses), Net


	Six Months Ended December 31,
($ in millions)	2023			2022
Other income/(expenses), net	$	(46)		$	8
Other income/(expenses), net as a percentage of net sales	(0.7		%)	0.1		%

Other income/(expenses), net changed by $54 million, for the six months ended December 31, 2023, compared to the six months ended December 31, 2022, primarily from the adverse impact of the devaluation of the Argentine Peso.

Consolidated Interest Expense


	Six Months Ended December 31,
($ in millions)	2023			2022
Interest expense	$	(174)		$	(138)
Interest expense as a percentage of net sales	(2.6		%)	(1.9		%)

Interest expense increased by $36 million, or 26%, for the six months ended December 31, 2023, compared to the six months ended December 31, 2022, driven primarily by increased variable interest rates.

Consolidated Income Tax Expense


	Six Months Ended December 31,
($ in millions)	2023			2022
Income tax expense	$	(67)		$	(91)
Effective income tax rate	18.7		%	11.6		%

The provision for income taxes for the six months ended December 31, 2023 and 2022 is based on our estimated annual effective tax rate for the respective fiscal years, and is applied on income before income taxes and equity in loss of affiliated companies and adjusted for specific items that are required to be recognized in the period in which they are incurred.

The effective tax rate for the six months ended December 31, 2023 increased by 7.1 percentage points compared to the six months ended December 31, 2022, primarily due to the difference in the magnitude of discrete events in both periods, mainly driven by tax benefits attributable to the disposal of the Russian business in the six months ended December 31, 2022.

Presentation of Non-GAAP Information

This Quarterly Report on Form 10-Q refers to non-GAAP financial measures: adjusted earnings before interest and taxes ("Adjusted EBIT"), earnings before interest and tax ("EBIT"), adjusted net income, and net debt. Such measures have not been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These non-GAAP financial measures adjust for factors that are unusual or unpredictable. These measures exclude the impact of certain amounts related to the effect of changes in currency exchange rates, acquisitions, and restructuring, including employee-related costs, equipment relocation costs, accelerated depreciation, and the write-down of equipment. These measures also exclude gains or losses on sales of significant property and divestitures, significant property and other impairments, net of insurance recovery, certain regulatory and litigation matters, significant pension settlements, impairments in goodwill and equity method investments, and certain acquisition-related expenses, including transaction and integration expenses, due diligence expenses, professional and legal fees, purchase accounting adjustments for inventory, order backlog, intangible amortization, changes in the fair value of contingent acquisition payments and economic hedging instruments on commercial paper, and impacts related to the Russia-Ukraine conflict. Note that while amortization of acquired intangible assets is excluded from non-GAAP adjusted financial measures, the revenue of the acquired entities and all other expenses unless otherwise stated, are reflected in Adjusted EBIT and adjusted net income and the acquired assets contribute to revenue generation.

This adjusted information should not be construed as an alternative to results determined in accordance with U.S. GAAP. We use the non-GAAP measures to evaluate operating performance and believe that these non-GAAP measures are useful to enable investors and other external parties to perform comparisons of our current and historical performance.

A reconciliation of reported net income attributable to Amcor plc to Adjusted EBIT, and adjusted net income for the three and six months ended December 31, 2023 and 2022 is as follows:


	Three Months Ended December 31,				Six Months Ended December 31,
($ in millions)	2023		2022		2023		2022
Net income attributable to Amcor plc, as reported	$	134	$	459	$	286	$	691
Add: Net income attributable to non-controlling interests	2		2		4		4
Net income	136		461		290		695
Add: Income tax expense	28		33		67		91
Add: Interest expense	89		79		174		138
Less: Interest income	(11)		(11)		(21)		(20)
EBIT	242		562		510		904
Add: Amortization of acquired intangible assets from business combinations (1)	43		40		83		80
Add: Impact of hyperinflation (2)	34		5		51		13
Add/(Less): Restructuring and other related activities, net (3)	24		(207)		52		(204)
Add/(Less): Other (4)	9		(1)		13		(2)
Adjusted EBIT	$	352	$	399	$	709	$	791
Less: Income tax expense	(28)		(33)		(67)		(91)
Less: Adjustments to income tax expense (5)	(17)		(19)		(32)		(30)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			AMCOR PLC


Date	February 7, 2024	By	/s/ Michael Casamento
			Michael Casamento, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date	February 7, 2024	By	/s/ Julie Sorrells
			Julie Sorrells, Vice President and Corporate Controller (Principal Accounting Officer)

Amcor plc - Quarter Report: 2023 December (Form 10-Q)

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