Item 1. Financial Statements (unaudited)

Amcor plc and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

						Three Months Ended September 30,
($ in millions, except per share data)						2023						2022
Net sales						$	3,443					$	3,712
Cost of sales						(2,798)						(3,044)
Gross profit						645						668
Selling, general, and administrative expenses						(302)						(302)
Research and development expenses						(27)						(25)
Restructuring and related expenses, net						(28)						(1)
Other income/(expenses), net						(18)						2
Operating income						270						342
Interest income						10						9
Interest expense						(85)						(59)
Other non-operating expenses, net						(1)						—
Income before income taxes and equity in loss of affiliated companies						194						292
Income tax expense						(39)						(58)
Equity in loss of affiliated companies, net of tax						(1)						—
Net income						$	154					$	234
Net income attributable to non-controlling interests						(2)						(2)
Net income attributable to Amcor plc						$	152					$	232
Basic earnings per share:						$	0.105					$	0.156
Diluted earnings per share:						$	0.105					$	0.155

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

						Three Months Ended September 30,
($ in millions)						2023						2022
Net income						$	154					$	234
Other comprehensive loss:
Net gains/(losses) on cash flow hedges, net of tax (a)						1						(7)
Foreign currency translation adjustments, net of tax (b)						(68)						(161)
Pension, net of tax (c)						1						—
Other comprehensive loss						(66)						(168)
Total comprehensive income						88						66
Comprehensive income attributable to non-controlling interests						(2)						(2)
Comprehensive income attributable to Amcor plc						$	86					$	64
(a) Tax benefit related to cash flow hedges						$	—					$	1
(b) Tax expense related to foreign currency translation adjustments						$	(1)					$	(3)
(c) Tax benefit related to pension adjustments						$	—					$	—

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

($ in millions, except share and per share data)						September 30, 2023						June 30, 2023
Assets
Current assets:
Cash and cash equivalents						$	524					$	689
Trade receivables, net of allowance for credit losses of $22 and $21, respectively						1,870						1,875
Inventories, net:
Raw materials and supplies						977						992
Work in process and finished goods						1,157						1,221
Prepaid expenses and other current assets						557						531
Total current assets						5,085						5,308
Non-current assets:
Property, plant, and equipment, net						3,718						3,762
Operating lease assets						529						533
Deferred tax assets						134						134
Other intangible assets, net						1,482						1,524
Goodwill						5,350						5,366
Employee benefit assets						67						67
Other non-current assets						318						309
Total non-current assets						11,598						11,695
Total assets						$	16,683					$	17,003
Liabilities
Current liabilities:
Current portion of long-term debt						$	11					$	13
Short-term debt						107						80
Trade payables						2,218						2,690
Accrued employee costs						325						396
Other current liabilities						1,344						1,297
Total current liabilities						4,005						4,476
Non-current liabilities:
Long-term debt, less current portion						6,979						6,653
Operating lease liabilities						461						463
Deferred tax liabilities						614						616
Employee benefit obligations						209						224
Other non-current liabilities						451						481
Total non-current liabilities						8,714						8,437
Total liabilities						12,719						12,913
Commitments and contingencies (See Note 13)
Shareholders' Equity
Amcor plc shareholders’ equity:
Ordinary shares ($0.01 par value)
Authorized (9,000 million shares)
Issued (1,445 and 1,448 million shares, respectively)						$	14					$	14
Additional paid-in capital						3,983						4,021
Retained earnings						841						865
Accumulated other comprehensive loss						(928)						(862)
Treasury shares (1 and 1 million shares, respectively)						(12)						(12)
Total Amcor plc shareholders' equity						3,898						4,026
Non-controlling interests						66						64
Total shareholders' equity						3,964						4,090
Total liabilities and shareholders' equity						$	16,683					$	17,003

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

						Three Months Ended September 30,
($ in millions)						2023						2022
Cash flows from operating activities:
Net income						$	154					$	234
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation, amortization, and impairment						149						151
Net periodic benefit cost						4						2
Amortization of debt discount and deferred financing costs						3						1
Equity in loss of affiliated companies						1						—
Net foreign exchange (gain)/loss						7						(17)
Share-based compensation						(5)						16
Other, net						15						56
Loss from hyperinflationary accounting for Argentine subsidiaries						33						13
Deferred income taxes, net						(6)						(16)
Changes in operating assets and liabilities, excluding effect of acquisitions, divestitures, and currency						(490)						(700)
Net cash used in operating activities						(135)						(260)
Cash flows from investing activities:
Investments in affiliated companies and other						(3)						(42)
Business acquisitions						(19)						(54)
Purchase of property, plant, and equipment, and other intangible assets						(124)						(152)
Proceeds from divestitures						—						4
Proceeds from sales of property, plant, and equipment, and other intangible assets						4						4
Net cash used in investing activities						(142)						(240)
Cash flows from financing activities:
Proceeds from issuance of shares						—						96
Purchase of treasury shares and tax withholdings for share-based incentive plans						(46)						(202)
Proceeds from issuance of long-term debt						—						1
Repayment of long-term debt						(17)						(24)
Net borrowing of commercial paper						388						703
Net borrowing/(repayment) of short-term debt						25						(66)
Repayment of lease liabilities						(3)						(1)
Share buybacks/cancellations						(30)						—
Dividends paid						(176)						(181)
Net cash provided by financing activities						141						326
Effect of exchange rates on cash and cash equivalents						(29)						(60)
Change in cash and cash equivalents classified as held for sale						—						21
Net decrease in cash and cash equivalents						(165)						(213)
Cash and cash equivalents balance at beginning of year						689						775
Cash and cash equivalents balance at end of period						$	524					$	562
Supplemental cash flow information:
Interest paid, net of amounts capitalized						$	57					$	40
Income taxes paid						$	53					$	35
Supplemental non-cash disclosures relating to investing and financing activities:
Purchase of property, plant, and equipment, accrued but unpaid						$	58					$	77
Contingent liabilities related to acquired businesses, accrued but not paid						$	35					$	11

See accompanying notes to condensed consolidated financial statements.

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 June 30, 2022						$	15					$	4,431					$	534					$	(880)					$	(18)					$	59					$	4,141
Net income																		232																		2						234
Other comprehensive loss																								(168)												—						(168)
Dividends declared ($0.12 per share)																		(178)																		(3)						(181)
Options exercised and shares vested												(75)																		171												96
Net settlement of forward contracts to purchase own equity for share-based incentive plans, net of tax												40																														40
Purchase of treasury shares																														(202)												(202)
Share-based compensation												16																														16
Balance as of September 30, 2022						$	15					$	4,412					$	588					$	(1,048)					$	(49)					$	58					$	3,976
Balance as of June 30, 2023						$	14					$	4,021					$	865					$	(862)					$	(12)					$	64					$	4,090
Net income																		152																		2						154
Other comprehensive loss																								(66)												—						(66)
Share buyback/cancellations						—						(30)																														(30)
Dividends declared ($0.1225 per share)																		(176)																		—						(176)
Shares vested and related tax withholdings												(48)																		45												(3)
Net settlement of forward contracts to purchase own equity for share-based incentive plans, net of tax												45																														45
Purchase of treasury shares																														(45)												(45)
Share-based compensation												(5)																														(5)
Balance as of September 30, 2023						$	14					$	3,983					$	841					$	(928)					$	(12)					$	66					$	3,964

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Note 1 - Nature of Operations and Basis of Presentation

Amcor plc ("Amcor" or the "Company") is a public limited company incorporated under the Laws of the Bailiwick of Jersey. The Company's history dates back more than 150 years, with origins in both Australia and the United States of America. Today, Amcor is a global leader in developing and producing responsible packaging for food, beverage, pharmaceutical, medical, home and personal-care, and other consumer goods end markets. The Company's innovation excellence and global packaging expertise enable the Company to solve packaging challenges around the world every day, producing packaging that is more functional, appealing, and cost effective for its customers and their consumers and importantly, more sustainable for the environment.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information. Consistent with these requirements, this Form 10-Q does not include all the information required by U.S. GAAP for complete financial statements. Further, the year-end condensed consolidated balance sheet data as of June 30, 2023 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. It is management's opinion, however, that all material and recurring adjustments have been made that are necessary for a fair statement of the Company's interim financial position, results of operations, and cash flows. For further information, this Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

There have been no material changes to the accounting policies followed by the Company during the current fiscal year. Certain amounts in the Company's notes to unaudited condensed consolidated financial statements may not add or recalculate due to rounding.

Note 2 - New Accounting Guidance

Recently Adopted Accounting Standards

In September 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-04 that adds certain disclosure requirements for entities that use supplier finance programs in connection with the purchase of goods and services. The Company adopted the disclosure requirements in ASU 2022-04 on July 1, 2023, except for the amendment on roll forward information, which is effective in fiscal year 2025.

The Company facilitates several regional voluntary supply chain financing ("SCF") programs with financial institutions, all of which have similar characteristics. The Company establishes these SCF programs to provide its suppliers with a potential source of liquidity and to enable a more efficient payment process. Under these SCF programs, qualifying suppliers may elect, but are not obligated, to sell their receivables due from Amcor to these financial institutions in advance of the agreed payment due date. The Company is not involved in negotiations between the suppliers and the financial institutions, and its rights and obligations to its suppliers are not impacted by its suppliers’ decisions to sell amounts to the financial institutions. Under these SCF programs, the Company agrees to pay the financial institution the stated invoice amounts from its participating suppliers on the original maturity dates of the invoices. The range of payment terms negotiated with suppliers under these arrangements are consistent with industry norms and short-term in nature, regardless of whether a supplier participates in the program. The Company's SCF programs do not include any guarantees to the financial institutions, or any assets pledged as securities.

All outstanding amounts related to suppliers participating in the SCF programs are reflected in trade payables in the Company’s unaudited condensed consolidated balance sheets, and associated payments are included in operating activities within the Company’s unaudited condensed consolidated statements of cash flows. As of September 30, 2023 and June 30, 2023, the amounts due to suppliers participating in the Company’s SCF programs amounted to $0.9 billion and $1.1 billion, respectively.

Accounting Standards Not Yet Adopted

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 operation, financial position, and disclosures.

Note 3 - Acquisitions

Fiscal Year 2024

On September 27, 2023, the Company completed the acquisition of a small manufacturer of flexible packaging for food, home care, and personal care applications in India for a purchase consideration of $14 million plus the assumption of debt of $10 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

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 $45 million is subject to customary post-closing adjustments. The consideration includes contingent consideration of $13 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 $9 million and goodwill of $36 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 September 30, 2023, 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 100% equity interest in a medical device packaging manufacturing site in Shanghai, China. The purchase consideration of $60 million is subject to customary post-closing adjustments. The consideration includes contingent consideration of $20 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 $21 million and goodwill of $39 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 September 30, 2023, 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 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.

Note 4 - Restructuring

Restructuring and related expenses, net, were $28 million and $1 million during the three months ended September 30, 2023 and 2022, respectively. The Company's restructuring activities for the three months ended September 30, 2023 are primarily comprised of restructuring activities related to the 2023 Restructuring Plan (as defined below). The Company's restructuring activities in the three months ended September 30, 2022 included expenses relating 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 $110 million to $130 million of the sale proceeds from the Company's three manufacturing sites in Russia ("Russian business") to various cost saving initiatives to partly help offset divested earnings from these sites (the "2023 Restructuring Plan" or the "Plan"). The Company expects the total Plan cash and non-cash net expenses to total $200 million to $220 million. As of September 30, 2023, the Company has initiated projects with an expected net cost of approximately $170 million, of which $89 million relates to employee related expenses, $14 million to fixed asset related expenses (net of expected gains on asset disposals), $52 million to other restructuring expenses, and $15 million to restructuring related expenses. The projects initiated as of September 30, 2023 are expected to result in approximately $100 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 fiscal year 2024.

From the initiation of the Plan through September 30, 2023, the Company has incurred $81 million in employee related expenses, $19 million in fixed asset related expenses, $11 million in other restructuring, and $9 million in restructuring related expenses, with $109 million incurred in the Flexibles reportable segment and $11 million incurred in the Rigid Packaging reportable segment. The Plan has resulted in cumulative net cash outflows of $37 million. Additional cash payments of approximately $65 million to $75 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

The total costs incurred from the beginning of the Company's 2023 Restructuring Plan and other restructuring plans are as follows:

($ in millions)						2023 Restructuring Plan (1)						Other Restructuring Plans (2)						Total Restructuring and Related Expenses
Fiscal year 2023						$	94					$	17					$	111
Fiscal year 2024, first quarter						26						2						28
Net expenses incurred						$	120					$	19					$	139

(1)Includes restructuring related expenses from the 2023 Restructuring Plan of $6 million and $3 million for fiscal year 2023 and first quarter of fiscal year 2024, respectively. In the three months ended September 30, 2023, $23 million of the restructuring and related expenses, net, were incurred in the Flexibles reportable segment and $3 million in the Rigid Packaging reportable segment.

(2)Includes restructuring related costs of $4 million and nil for fiscal year 2023 and first quarter of fiscal year 2024, respectively.

An analysis of the restructuring charges by type incurred follows:

						Three Months Ended September 30,
($ in millions)						2023						2022
Employee related expenses						$	16					$	1
Fixed asset related expenses						6						—
Other expenses						3						—
Total restructuring expenses, net						$	25					$	1

An analysis of the Company's restructuring plan liability is as follows:

($ in millions)						Employee Costs						Fixed Asset Related Costs						Other Costs						Total Restructuring Costs
Liability balance as of June 30, 2023						$	126					$	3					$	21					$	150
Net charges to earnings						16						6						3						25
Cash paid						(22)						—						(8)						(30)
Non-cash and other						—						(6)						—						(6)
Foreign currency translation						(4)						—						(1)						(5)
Liability balance as of September 30, 2023						$	116					$	3					$	15					$	134

The table above includes liabilities arising from the 2023 Restructuring Plan and Other Restructuring Plans. The accruals related to restructuring activities have been recorded on the unaudited condensed consolidated balance sheets under other current liabilities.

Note 5 - Goodwill and Other Intangible Assets, Net

Goodwill

Changes in the carrying amount of goodwill attributable to each reportable segment were as follows:

($ in millions)						Flexibles Segment						Rigid Packaging Segment						Total
Balance as of June 30, 2023						$	4,391					$	975					$	5,366
Acquisitions (1)						12						—						12
Foreign currency translation						(27)						(1)						(28)
Balance as of September 30, 2023						$	4,376					$	974					$	5,350

(1)Acquisitions are attributed to goodwill recognized in connection with the business combination detailed in Note 3, "Acquisitions".

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

Other intangible assets, net were comprised of the following:

						September 30, 2023
($ in millions)						Gross Carrying Amount						Accumulated Amortization and Impairment (1)						Net Carrying Amount
Customer relationships						$	1,983					$	(691)					$	1,292
Computer software						262						(184)						78
Other (2)						325						(213)						112
Total other intangible assets						$	2,570					$	(1,088)					$	1,482

						June 30, 2023
($ in millions)						Gross Carrying Amount						Accumulated Amortization and Impairment (1)						Net Carrying Amount
Customer relationships						$	1,987					$	(660)					$	1,327
Computer software						261						(185)						76
Other (2)						327						(206)						121
Total other intangible assets						$	2,575					$	(1,051)					$	1,524

(1)Accumulated amortization and impairment as of September 30, 2023 and June 30, 2023 included $34 million of accumulated impairment in the Other category.

(2)As of September 30, 2023 and June 30, 2023, Other included $17 million 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 $44 million and $43 million during the three months ended September 30, 2023 and 2022, respectively.

Note 6 - Fair Value Measurements

The fair values of the Company's financial assets and financial liabilities listed below reflect the amounts that would be received to sell the assets or paid to transfer the liabilities in an orderly transaction between market participants at the measurement date (exit price).

The Company's non-derivative financial instruments primarily include cash and cash equivalents, trade receivables, trade payables, short-term debt, and long-term debt. As of September 30, 2023 and June 30, 2023, the carrying value of these financial instruments, excluding long-term debt, approximated fair value because of the short-term nature of these instruments.

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.

The carrying values and estimated fair values of long-term debt with fixed interest rates (excluding the fair value of designated receive-fixed/pay-variable interest rate swaps) were as follows:

						September 30, 2023												June 30, 2023
						Carrying Value						Fair Value						Carrying Value						Fair Value
($ in millions)									(Level 2)									(Level 2)
Total long-term debt with fixed interest rates (excluding commercial paper (1) and finance leases)						$	4,098					$	3,780					$	4,123					$	3,844

(1) As of September 30, 2023, and June 30, 2023, the Company has entered into interest rate swap contracts for a total notional amount of commercial paper equal to $1.2 billion. These contracts are considered to be economic hedges and the related $1.2 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. The following table summarizes the fair value of these instruments, which are measured at fair value on a recurring basis, by level, within the fair value hierarchy:

						September 30, 2023
($ in millions)						Level 1						Level 2						Level 3						Total
Assets
Commodity contracts						$	—					$	1					$	—					$	1
Forward exchange contracts						—						2						—						2
Interest rate swaps						—						13						—						13
Total assets measured at fair value						$	—					$	16					$	—					$	16
Liabilities
Contingent purchase consideration liabilities						$	—					$	—					$	45					$	45
Commodity contracts						—						1						—						1
Forward exchange contracts						—						5						—						5
Interest rate swaps						—						107						—						107
Total liabilities measured at fair value						$	—					$	113					$	45					$	158

						June 30, 2023
($ in millions)						Level 1						Level 2						Level 3						Total
Assets
Forward exchange contracts						—						3						—						3
Interest rate swaps						—						16						—						16
Total assets measured at fair value						$	—					$	19					$	—					$	19
Liabilities
Contingent purchase consideration liabilities						$	—					$	—					$	46					$	46
Commodity contracts						—						2						—						2
Forward exchange contracts						—						5						—						5
Interest rate swaps						—						96						—						96
Total liabilities measured at fair value						$	—					$	103					$	46					$	149

The fair value of the commodity contracts was determined using a discounted cash flow analysis based on the terms of the contracts and observed market forward prices discounted at a currency specific rate. Forward exchange contract fair values were determined based on quoted prices for similar assets and liabilities in active markets using inputs such as currency rates and forward points. The fair value of the interest rate swaps was determined using a discounted cash flow method based on market based swap yield curves, taking into account current interest rates.

Contingent purchase consideration liabilities arise from business acquisitions and other investments. As of September 30, 2023, the Company has contingent purchase consideration liabilities of $45 million, consisting of $35 million of contingent consideration predominantly relating to fiscal year 2023 acquisitions (refer to Note 3, "Acquisitions") and a $10 million liability that is contingent on future royalty income generated by Discma AG, a subsidiary acquired in March 2017. The fair value of the contingent purchase consideration liabilities was determined for each arrangement individually. The fair value was 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 expected to be immaterial.

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.

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

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets at fair value on a nonrecurring basis, generally when events or changes in circumstances indicate the carrying value may not be recoverable, or when they are deemed to be other than temporarily impaired. These assets include goodwill and other intangible assets, equity method and other investments, long-lived assets and disposal groups held for sale, and other long-lived assets. 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. These nonrecurring fair value measurements are considered to be Level 3 in the fair value hierarchy.

During the three months ended September 30, 2023 and 2022, there were no impairment charges recorded on indefinite-lived intangibles, including goodwill. For information on long-lived asset impairments, refer to Note 4, "Restructuring".

Note 7 - Derivative Instruments

The Company periodically uses derivatives and other financial instruments to hedge exposures to interest rates, commodity prices, and currency risks. The Company does not hold or issue derivative instruments for speculative or trading purposes. For hedges that meet hedge accounting criteria, the Company, at inception, formally designates and documents the instruments as a fair value hedge or a cash flow hedge of a specific underlying exposure. On an ongoing basis, the Company assesses and documents that its designated hedges have been and are expected to continue to be highly effective.

Interest Rate Risk

The Company's policy is to manage exposure to interest rate risk by maintaining a mixture of fixed-rate and variable-rate debt, monitoring global interest rates, and, where appropriate, hedging floating interest rate exposure or debt at fixed interest rates through various interest rate derivative instruments including, but not limited to, interest rate swaps, cross-currency interest rate swaps, and interest rate locks. For interest rate swaps that are accounted for as fair value hedges, the gains and losses related to the changes in the fair value of the interest rate swaps are included in interest expense and offset changes in the fair value of the hedged portion of the underlying debt that are attributable to the changes in market interest rates. Changes in the fair value of interest rate swaps that have not been designated as hedging instruments are reported in the accompanying unaudited condensed consolidated statements of income in other income/(expenses), net.

In March 2023, the Company entered into interest rate swap contracts for a total notional amount of $1.2 billion. Under the terms of the contracts, the Company pays a weighted-average fixed interest rate of 3.88% and receives a variable rate of interest, based on 1-month Term SOFR, from July 2023 through June 2024, settled monthly. As of September 30, 2023 and June 30, 2023, the Company had no 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 September 30, 2023, and June 30, 2023, the total notional amount of the Company’s receive-fixed/pay-variable interest rate swaps was $650 million.

Foreign Currency Risk

The Company manufactures and sells its products and finances operations in a number of countries throughout the world and, as a result, is exposed to movements in foreign currency exchange rates. The purpose of the Company's foreign currency hedging program is to manage the volatility associated with the changes in exchange rates.

To manage this exchange rate risk, the Company utilizes forward contracts. Contracts that qualify for hedge accounting are designated as cash flow hedges of certain forecasted transactions denominated in foreign currencies. The effective portion of the changes in fair value of these instruments is reported in accumulated other comprehensive loss ("AOCI") and reclassified into earnings in the same financial statement line item and in the same period or periods during which the related hedged transactions affect earnings. The ineffective portion is recognized in earnings over the life of the hedging relationship in the same consolidated statements of income line item as the underlying hedged item. Changes in the fair value of forward contracts that have not been designated as hedging instruments are reported in the accompanying unaudited condensed consolidated statements of income.

As of September 30, 2023, and June 30, 2023, the notional amount of the outstanding forward contracts was $441 million and $462 million, respectively.

Commodity Risk

Certain raw materials used in the Company's production processes are subject to price volatility caused by weather, supply conditions, political and economic variables, and other unpredictable factors. The Company's policy is to minimize exposure to price volatility by passing through the commodity price risk to customers, including through the use of fixed price swaps.

In some cases, the Company purchases, on behalf of customers, fixed price commodity swaps to offset the exposure of price volatility on the underlying sales contracts. These instruments are cash closed out on maturity and the related cost or benefit is passed through to customers. Information about commodity price exposure is derived from supply forecasts submitted by customers and these exposures are hedged by central treasury units. Changes in the fair value of commodity hedges are recognized in AOCI. The cumulative amount of the hedge is recognized in the unaudited condensed consolidated statements of income when the forecasted transaction is realized.

The Company had the following outstanding commodity contracts to hedge forecasted purchases:

						September 30, 2023						June 30, 2023
Commodity						Volume						Volume
Aluminum						15,735 tons						14,325 tons

The following table provides the location of derivative instruments in the unaudited condensed consolidated balance sheets:

($ in millions)						Balance Sheet Location						September 30, 2023						June 30, 2023
Assets
Derivatives in cash flow hedging relationships:
Commodity contracts						Other current assets						$	1					$	—
Forward exchange contracts						Other current assets						1						2
Derivatives not designated as hedging instruments:
Forward exchange contracts						Other current assets						1						1
Interest rate swaps						Other current assets						13						16
Total current derivative contracts												16						19
Total non-current derivative contracts												—						—
Total derivative asset contracts												$	16					$	19
Liabilities
Derivatives in cash flow hedging relationships:
Commodity contracts						Other current liabilities						$	1					$	2
Forward exchange contracts						Other current liabilities						3						3
Derivatives not designated as hedging instruments:
Forward exchange contracts						Other current liabilities						2						1
Total current derivative contracts												6						6
Derivatives in cash flow hedging relationships:
Forward exchange contracts						Other non-current liabilities						—						1
Derivatives in fair value hedging relationships:
Interest rate swaps						Other non-current liabilities						107						96
Total non-current derivative contracts												107						97
Total derivative liability contracts												$	113					$	103

Certain derivative financial instruments are subject to master netting arrangements and are eligible for offset. The Company has made an accounting policy election not to offset the fair values of these instruments within the unaudited condensed consolidated balance sheets.

The following tables provide the effects of derivative instruments on AOCI and in the unaudited condensed consolidated statements of income:

						Location of Gain / (Loss) Reclassified from AOCI into Income						Gain / (Loss) Reclassified from AOCI into Income (Effective Portion)
									Three Months Ended September 30,
($ in millions)									2023						2022
Derivatives in cash flow hedging relationships
Commodity contracts						Cost of sales						$	(1)					$	2
Forward exchange contracts						Net sales						1						—
Treasury locks						Interest expense						(1)						(1)
Total												$	(1)					$	1

						Location of Gain / (Loss) Recognized in the Unaudited Condensed Consolidated Statements of Income						Gain / (Loss) Recognized in Income for Derivatives Not Designated as Hedging Instruments
									Three Months Ended September 30,
($ in millions)									2023						2022
Derivatives not designated as hedging instruments
Forward exchange contracts						Other income/(expenses), net						$	2					$	(15)
Interest rate swaps						Other income/(expenses), net						(3)						—
Total												$	(1)					$	(15)

						Location of Loss Recognized in the Unaudited Condensed Consolidated Statements of Income						Loss Recognized in Income for Derivatives in Fair Value Hedging Relationships
									Three Months Ended September 30,
($ in millions)									2023						2022
Derivatives in fair value hedging relationships
Interest rate swaps						Interest expense						$	(11)					$	(33)
Total												$	(11)					$	(33)

Note 8 - Components of Net Periodic Benefit Cost

Net periodic benefit cost for benefit plans included the following components:

						Three Months Ended September 30,
($ in millions)						2023						2022
Service cost						$	4					$	4
Interest cost						13						12
Expected return on plan assets						(14)						(14)
Amortization of actuarial loss						1						1
Amortization of prior service credit						(1)						(1)
Settlement costs						1						—
Net periodic benefit cost						$	4					$	2

Service cost is included in operating income. All other components of net periodic benefit cost other than service cost are recorded within other non-operating expenses, net.

Note 9 - Income Taxes

The provision for income taxes for the three months ended September 30, 2023 and 2022 is based on the Company’s 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 September 30, 2023 increased by 0.2 percentage points compared to the three months ended September 30, 2022 from 19.9% to 20.1%.

Note 10 - Shareholders' Equity

The changes in ordinary and treasury shares during the three months ended September 30, 2023 and 2022 were as follows:

						Ordinary Shares												Treasury Shares
(shares and $ in millions)						Number of Shares						Amount						Number of Shares						Amount
Balance as of June 30, 2022						1,489						$	15					2						$	(18)
Options exercised and shares vested						—						—						(14)						171
Purchase of treasury shares						—						—						16						(202)
Balance as of September 30, 2022						1,489						$	15					4						$	(49)
Balance as of June 30, 2023						1,448						$	14					1						$	(12)
Share buyback / cancellations						(3)						—						—						—
Shares vested						—						—						(4)						45
Purchase of treasury shares						—						—						4						(45)
Balance as of September 30, 2023						1,445						$	14					1						$	(12)

The changes in the components of accumulated other comprehensive loss during the three months ended September 30, 2023 and 2022 were as follows:

						Foreign Currency Translation						Net Investment Hedge						Pension						Effective Derivatives						Total Accumulated Other Comprehensive Loss
($ in millions)						(Net of Tax)						(Net of Tax)						(Net of Tax)						(Net of Tax)
Balance as of June 30, 2022						$	(892)					$	(13)					$	40					$	(15)					$	(880)
Other comprehensive loss before reclassifications						(161)						—						—						(6)						(167)
Amounts reclassified from accumulated other comprehensive loss						—						—						—						(1)						(1)
Net current period other comprehensive loss						(161)						—						—						(7)						(168)
Balance as of September 30, 2022						$	(1,053)					$	(13)					$	40					$	(22)					$	(1,048)
Balance as of June 30, 2023						$	(823)					$	(13)					$	(10)					$	(16)					$	(862)
Other comprehensive loss before reclassifications						(68)						—						—						—						(68)
Amounts reclassified from accumulated other comprehensive loss						—						—						1						1						2
Net current period other comprehensive income / (loss)						(68)						—						1						1						(66)
Balance as of September 30, 2023						$	(891)					$	(13)					$	(9)					$	(15)					$	(928)

The following tables provide details of amounts reclassified from accumulated other comprehensive loss:

						Three Months Ended September 30,
($ in millions)						2023						2022
Amortization of pension:
Amortization of prior service credit						$	(1)					$	(1)
Amortization of actuarial loss						1						1
Effect of pension settlement						1						—
Total before tax effect						1						—
Tax effect on amounts reclassified into earnings						—						—
Total net of tax						$	1					$	—
(Gains) / losses on cash flow hedges:
Commodity contracts						$	1					$	(2)
Forward exchange contracts						(1)						—
Treasury locks						1						1
Total before tax effect						1						(1)
Tax effect on amounts reclassified into earnings						—						—
Total net of tax						$	1					$	(1)

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 September 30, 2023, the Company had forward contracts outstanding that were entered into in September 2022 and mature in March 2024 to purchase 6 million shares at a weighted average price of $12.11. 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 9 million shares at a weighted average price of $12.39. During the three months ended September 30, 2023, forward contracts related to 3 million shares were settled, which were outstanding as of June 30, 2023.

The forward contracts to purchase the Company's own shares are classified as a current liability. 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 11 - Segments

The Company's business is organized and presented in the two 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.

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.

The accounting policies of the reportable segments are the same as those in the unaudited condensed consolidated financial statements. Intersegment sales and transfers are not significant.

The following table presents information about reportable segments:

						Three Months Ended September 30,
($ in millions)						2023						2022
Flexibles						$	2,568					$	2,779
Rigid Packaging						875						933
Other						—						—
Net sales						$	3,443					$	3,712
Adjusted earnings before interest and taxes ("Adjusted EBIT")
Flexibles						$	322					$	353
Rigid Packaging						62						66
Other						(26)						(27)
Adjusted EBIT						358						392
Less: Amortization of acquired intangible assets from business combinations (1)						(41)						(40)
Less: Impact of hyperinflation (2)						(17)						(8)
Less: Russia-Ukraine conflict impacts (3)						(28)						(3)
Add/(Less): Other (4)						(4)						1
Interest income						10						9
Interest expense						(85)						(59)
Equity in loss of affiliated companies, net of tax						1						—
Income before income taxes and equity in loss of affiliated companies						$	194					$	292

(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)Russia-Ukraine conflict impacts include incremental costs and restructuring and related expenses incurred in connection with the conflict and the related sale of the Russian business.

(4)Other includes various expense and income items relating to acquisitions, certain litigation reserve settlements, and fair value movements on economic hedges.

The following table disaggregates net sales by geography in which the Company operates based on manufacturing or selling operations:

						Three Months Ended September 30,
						2023																		2022
($ in millions)						Flexibles						Rigid Packaging						Total						Flexibles						Rigid Packaging						Total
North America						$	1,024					$	676					$	1,700					$	1,106					$	726					$	1,832
Latin America						285						199						484						285						207						492
Europe						858						—						858						955						—						955
Asia Pacific						401						—						401						433						—						433
Net sales						$	2,568					$	875					$	3,443					$	2,779					$	933					$	3,712

Note 12 - Earnings Per Share Computations

The Company applies the two-class method when computing its earnings per share ("EPS"), which requires that net income per share for each class of share be calculated assuming all of the Company's net income is distributed as dividends to each class of share based on their contractual rights.

Basic EPS is computed by dividing net income available to ordinary shareholders by the weighted-average number of ordinary shares outstanding after excluding the ordinary shares to be repurchased using forward contracts. Diluted EPS includes the effects of share options, restricted share units, performance rights, performance shares, and share rights, if dilutive.

						Three Months Ended September 30,
(in millions, except per share amounts)						2023						2022
Numerator
Net income attributable to Amcor plc						$	152					$	232
Distributed and undistributed earnings attributable to shares to be repurchased						(1)						(2)
Net income available to ordinary shareholders of Amcor plc—basic and diluted						$	151					$	230
Denominator
Weighted-average ordinary shares outstanding						1,447						1,485
Weighted-average ordinary shares to be repurchased by Amcor plc						(8)						(11)
Weighted-average ordinary shares outstanding for EPS—basic						1,439						1,474
Effect of dilutive shares						—						12
Weighted-average ordinary shares outstanding for EPS—diluted						1,439						1,486
Per ordinary share income
Basic earnings per ordinary share						$	0.105					$	0.156
Diluted earnings per ordinary share						$	0.105					$	0.155

Certain stock awards outstanding were not included in the computation of diluted earnings per share above because they would not have had a dilutive effect. The excluded stock awards for the three months ended September 30, 2023 and 2022 represented an aggregate of 27 million and 9 million shares, respectively.

Note 13 - Contingencies and Legal Proceedings

Contingencies - Brazil

The Company's operations in Brazil are involved in various governmental assessments and litigation, principally related to claims for excise and income taxes. The Company vigorously defends its positions and believes it will prevail on most, if not all, of these matters. The Company does not believe that the ultimate resolution of these matters will materially impact the Company's consolidated results of operations, financial position, or cash flows. Under customary local regulations, the Company's Brazilian subsidiaries may need to post cash or other collateral if a challenge to any administrative assessment proceeds to the Brazilian court system; however, the level of cash or collateral already pledged or potentially required to be pledged would not significantly impact the Company's liquidity. At September 30, 2023, the Company has recorded accruals of $13 million, included in other non-current liabilities in the unaudited consolidated balance sheets. The Company has estimated a reasonably possible loss exposure in excess of the accrual of $25 million as of September 30, 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 September 30, 2023, the Company provided letters of credit of $16 million, judicial insurance of $2 million, and deposited cash of $13 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 September 30, 2023, the Company has recorded aggregate accruals of $9 million for its share of estimated future remediation costs at these sites.

In addition to the matters described above, as of September 30, 2023, the Company has also recorded aggregate accruals of $53 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 months ended September 30, 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

In the normal course of business, the Company is subject to legal proceedings, lawsuits, and other claims. While the potential financial impact with respect to these ordinary course matters is subject to many factors and uncertainties, management believes that any financial impact to the Company from these matters, individually and in the aggregate, would not have a material adverse effect on the Company's financial position or results of operation.

Note 14 - Subsequent Events

On October 31, 2023, the Company's Board of Directors declared a quarterly cash dividend of $0.1250 per share to be paid on December 12, 2023 to shareholders of record as of November 22, 2023. 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 November 21, 2023 to November 22, 2023, inclusive.