8-K
Amcor plc (AMCR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
| CURRENT REPORT<br>Pursuant to Section 13 or 15(d)<br>of the Securities Exchange Act of 1934 |
|---|
Date of Report (Date of earliest event reported): April 30, 2024
| AMCOR PLC | |||||
|---|---|---|---|---|---|
| (Exact name of registrant as specified in its charter) | Jersey | 001-38932 | 98-1455367 | ||
| --- | --- | --- | |||
| (State or other jurisdiction <br>of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | 83 Tower Road North | ||
| --- | --- | ||||
| Warmley, Bristol | |||||
| United Kingdom | BS30 8XP | ||||
| (Address of principal executive offices) | (Zip Code) |
+44 117 9753200
| (Registrant’s telephone number, including area code) |
|---|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary Shares, par value $0.01 per share | AMCR | New York Stock Exchange |
| 1.125% Guaranteed Senior Notes Due 2027 | AUKF/27 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On April 30, 2024, Amcor plc (the “Company”) issued a press release regarding financial results for the third quarter and first nine months of fiscal year 2024. The press release is furnished as Exhibit 99.1 hereto. The Company is also furnishing an investor presentation relating to the third quarter and first nine months of fiscal year 2024 (the “Presentation”), which will be used by management for presentations to investors and others. A copy of the Presentation is attached hereto as Exhibit 99.2 and incorporated into this Item 2.02 by reference. The Presentation is also available on the Company’s website at https://www.amcor.com/investors. The Company is not including the information contained on its website as part of, or incorporating it by reference into, this Current Report on Form 8-K.
The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Third Quarter and First Nine Months of Fiscal Year 2024, Earnings Press Release |
| 99.2 | Third Quarter and First Nine Months of Fiscal Year 2024, Earnings Investor Presentation |
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document |
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K (including the Exhibits hereto) contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Company has identified some of these forward-looking statements with words like “believe,” “target,” “project,” “may,” “could,” “would,” “approximately,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “commit,” “estimate,” “potential,” “ambitions,” “outlook” or “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Such statements are based on the current expectations of the management of the Company, and are qualified by the inherent risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. None of the Company or any of its respective directors, executive officers, or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Risks and uncertainties that could cause results to differ from expectations include, but are not limited to, those discussed in the Company’s disclosures described under Part I, "Item 1A - Risk Factors" in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023. Forward looking statements included herein are made only as of the date hereof and the Company does not undertake any obligation to update any forward-looking statements, or any other information in this Current Report on Form 8-K, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent. All forward-looking statements in this Current Report on Form 8-K are qualified in their entirety by this cautionary statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMCOR PLC | |||
|---|---|---|---|
| Date | April 30, 2024 | /s/ Damien Clayton | |
| Name: | Damien Clayton | ||
| Title: | Company Secretary |
Document
| Exhibit 99.1 |
|---|
Amcor reports third quarter result and raises fiscal 2024 Adjusted EPS guidance
March 2024 quarter:
GAAP diluted EPS of 12.9 cps; GAAP net income of $187 million
Adjusted EBIT of $397 million up 3% on a comparable constant currency basis
Adjusted EPS of 17.8 cps, up 1% on a comparable constant currency basis
YTD Highlights - Nine Months Ended March 31, 2024
•Net sales of $10,105 million;
•GAAP Net income of $473 million; GAAP diluted earnings per share (EPS) of 32.7 cps;
•Adjusted EPS of 49.1 cps and Adjusted EBIT of $1,106 million;
•Adjusted Free Cash Flow of $115 million, approximately $100 million ahead of prior year;
•Strong cash returns to shareholders: Quarterly dividend increased to 12.5 cents per share and $30 million of shares repurchased; and
•Fiscal 2024 outlook for Adjusted EPS raised to 68.5-71 cents per share. Adjusted Free Cash Flow outlook of $850-950 million reaffirmed.
| Volume and earnings trajectory improved; Raising fiscal 2024 earnings outlook<br><br>Amcor Interim CEO Peter Konieczny said: “Amcor delivered improved financial results above our guidance for the third quarter driven by outperformance in the underlying business and our third consecutive quarter of improved earnings leverage. As a result, we returned to earnings growth one quarter earlier than expected, raised our adjusted EPS guidance for fiscal 2024 and reaffirmed guidance for adjusted free cash flow.<br><br>While overall March quarter volumes were lower than last year, our volume performance was better than anticipated and substantially improved on the previous quarter with growth delivered across several categories and geographies. A combination of sequential volume improvement, the realization of benefits from structural cost initiatives and maintaining our focus on flexing the cost base resulted in year over year growth in adjusted EBIT for the quarter. We expect our momentum will continue to build, including delivering mid single digit adjusted EPS growth in our final quarter of fiscal 2024.<br><br>We remain confident in our capital allocation framework and strategy for long term growth. We believe our underlying business and market positions are strong and we will continue to invest for organic growth, pursue acquisitions or repurchase shares and return cash to shareholders through a compelling and growing dividend." | |||
|---|---|---|---|
| Key Financials | |||
| --- | --- | --- | --- |
| GAAP results | 2024 $ million | ||
| Net sales | 10,105 | ||
| Net income attributable to Amcor plc | 473 | ||
| EPS (diluted US cents) | 32.7 | ||
| Comparable constant currency ∆% | |||
| Nine Months Ended March 31, | |||
| Adjusted non-GAAP results(1) | 2023 $ million | 2024 million | |
| Net sales | 11,021 | 10,105 | (7) |
| EBITDA | 1,478 | 1,412 | (3) |
| EBIT | 1,173 | 1,106 | (3) |
| Net income | 808 | 710 | (9) |
| EPS (diluted US cents) | 54.1 | 49.1 | (7) |
| Free Cash Flow | 14 | 115 |
All values are in US Dollars.
(1) Adjusted non-GAAP results exclude items which are not considered representative of ongoing operations. Comparable constant currency ∆% excludes the impact of movements in foreign exchange rates and items affecting comparability. Further details related to non-GAAP measures and reconciliations to GAAP measures can be found under "Presentation of non-GAAP information” in this release.
Note: All amounts referenced throughout this document are in US dollars unless otherwise indicated and numbers may not add up precisely to the totals provided due to rounding.
1
Shareholder returns
Amcor generates significant annual cash flow and is committed to an investment grade credit rating. We believe that the Company's strong annual cash flow and balance sheet provides capacity to reinvest in the business for organic growth, pursue acquisitions or share repurchases and return cash to shareholders through a compelling and growing dividend.
During the nine months ended March 31, 2024, the Company returned approximately $570 million to shareholders through cash dividends and share repurchases.
Dividend
The Amcor Board of Directors today declared a quarterly cash dividend of 12.5 cents per share (compared with 12.25 cents per share in the same quarter last year). The dividend will be paid in US dollars to holders of Amcor’s ordinary shares trading on the NYSE. Holders of CDIs trading on the ASX will receive an unfranked dividend of 19.32 Australian cents per share, which reflects the quarterly dividend of 12.5 cents per share converted at an AUD:USD average exchange rate of 0.6469 over the five trading days ended April 26, 2024.
The ex-dividend date will be May 21, 2024, the record date will be May 22, 2024 and the payment date will be June 11, 2024.
Share repurchases
Amcor repurchased approximately 3 million shares during the nine months ended March 31, 2024 for a total cost of approximately $30 million.
Financial results - Nine Months Ended March 31, 2024
Segment information
| Nine Months Ended March 31, 2023 | Nine Months Ended March 31, 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Adjusted non-GAAP results | Net sales <br>$ million | EBIT<br>$ million | EBIT / Sales % | EBIT / Average funds employed %(1) | Net sales $ million | EBIT<br>$ million | EBIT / Sales % | EBIT / Average funds employed %(1) | ||
| Flexibles | 8,378 | 1,043 | 12.4 | % | 7,646 | 992 | 13.0 | % | ||
| Rigid Packaging | 2,643 | 192 | 7.3 | % | 2,459 | 184 | 7.5 | % | ||
| Other(2) | — | (62) | — | (70) | ||||||
| Total Amcor | 11,021 | 1,173 | 10.6 | % | 16.2 % | 10,105 | 1,106 | 10.9 | % | 14.7 % |
(1) Return on average funds employed includes shareholders' equity and net debt, calculated using a four quarter average and last twelve months adjusted EBIT.
(2) Represents corporate expenses.
March 2024 YTD:
Net sales of $10,105 million were 8% lower than last year on a reported basis, including a favorable impact of 2% related to movements in foreign exchange rates, an unfavorable impact of 1% related to items affecting comparability and an unfavorable impact of 1% related to the pass through of lower raw material costs of approximately $145 million.
Net sales on a comparable constant currency basis were 7% lower than last year, mainly reflecting approximately 7% lower volumes.
Adjusted EBIT of $1,106 million was 3% lower than last year on a comparable constant currency basis, reflecting lower volumes partly offset by strong cost performance.
March 2024 quarter:
Net sales of $3,411 million were 7% lower than last year on a reported basis, including a favorable impact of 1% related to movements in foreign exchange rates and an unfavorable impact of 2% related to the pass through of lower raw material costs of approximately $60 million.
Net sales on a comparable constant currency basis were 6% lower than last year reflecting sales from acquired businesses of approximately 1%, an unfavorable price/mix impact of approximately 3% and approximately 4% lower
volumes, largely driven by expected weakness in healthcare categories and in the North America beverage business. Across the balance of the business, overall net volumes were in line with the prior year.
Adjusted EBIT of $397 million was 3% higher than last year on a comparable constant currency basis. Unfavorable impacts from price/mix and lower volumes were more than offset by strong cost performance and benefits from restructuring initiatives, which significantly improved operating leverage.
| Flexibles segment | Nine Months Ended March 31, | Reported ∆% | Comparable constant currency ∆% | |
|---|---|---|---|---|
| 2023 million | 2024 million | |||
| Net sales | 8,378 | 7,646 | (9) | (7) |
| Adjusted EBIT | 1,043 | 992 | (5) | (2) |
| Adjusted EBIT / Sales % | 12.4 | 13.0 |
All values are in US Dollars.
March 2024 YTD:
Net sales of $7,646 million were 9% lower than last year on a reported basis, including a favorable impact of 2% related to movements in foreign exchange rates, an unfavorable impact of 2% related to items affecting comparability and an unfavorable impact of 2% related to the pass through of lower raw material costs of approximately $140 million. On a comparable constant currency basis, net sales were 7% lower, mainly reflecting lower volumes of approximately 7%. Volume weakness largely reflects lower market and customer demand and destocking particularly through the first half of the year. The trajectory of volumes improved significantly in the March quarter.
In North America, net sales declined at high single digit rates driven by lower volumes. Volumes were higher in the condiments, snacks and cheese categories and this was more than offset by lower volumes in categories including healthcare, meat and liquid beverage.
In Europe, net sales declined at low double digit rates driven by lower volumes. Volumes were lower mainly in the healthcare, snacks, coffee and yoghurt end markets.
Across the Asian region, volumes were modestly higher than the prior year with volume growth in Thailand, India and China, partly offset by lower volumes in the South East Asian healthcare business. In Latin America, net sales declined at mid single digit rates, driven by lower volumes mainly in Chile and Mexico, partly offset by growth in Brazil.
Adjusted EBIT of $992 million was 2% lower than last year on a comparable constant currency basis, reflecting lower volumes partly offset by benefits from restructuring initiatives and ongoing actions taken to lower costs and increase productivity. Adjusted EBIT margin of 13.0% was higher than the prior year notwithstanding weaker volumes and a 30 basis point unfavorable impact compared to the prior year related to the sale of the Russian business in December 2022.
March 2024 quarter:
Net sales of $2,598 million were 7% lower than last year on a reported basis, including a favorable impact of 1% related to movements in foreign exchange rates and an unfavorable impact of 2% related to the pass through of lower raw material costs of approximately $50 million. On a comparable constant currency basis, net sales were 6% lower than last year, reflecting approximately 2% lower volumes and an unfavorable price/mix impact of approximately 4%, primarily due to lower volumes in high value healthcare categories.
As expected, destocking continued in healthcare categories and volumes remained soft, unfavorably impacting overall segment volumes for the quarter by approximately 3%. Across the balance of the portfolio, overall net volumes were approximately 1% higher than last year with growth in several end markets including meat, petcare, cheese and unconverted film and foil and in a number of geographies including China, India, Brazil and Thailand.
Adjusted EBIT of $358 million was 5% higher than last year on a comparable constant currency basis. The impact of lower volumes and unfavorable price/mix was more than offset by strong cost performance and benefits from restructuring initiatives, which resulted in significantly improved earnings leverage. Adjusted EBIT margin of 13.8% was 170 basis points higher than the March quarter last year.
| Rigid Packaging segment | Nine Months Ended March 31, | Reported ∆% | Comparable constant currency ∆% | |
|---|---|---|---|---|
| 2023 million | 2024 million | |||
| Net sales | 2,643 | 2,459 | (7) | (8) |
| Adjusted EBIT | 192 | 184 | (4) | (6) |
| Adjusted EBIT / Sales % | 7.3 | 7.5 |
All values are in US Dollars.
March 2024 YTD:
Net sales of $2,459 million were 7% lower than last year on a reported basis, including a favorable impact of 1% related to movements in foreign exchange rates. On a comparable constant currency basis, net sales were 8% lower than last year, reflecting price/mix benefits of approximately 1% and volumes were approximately 9% lower than last year.
In North America, overall beverage volumes were 13% lower than last year, including a 15% reduction in hot fill beverage container volumes. This reflects a combination of lower consumer and customer demand, as well as significant destocking particularly through the first half of the year. Specialty container volumes were lower than last year.
In Latin America, volumes were 3% higher than last year, reflecting new business wins with a broad range of customers in Brazil and Colombia, partly offset by lower volumes in Mexico and Argentina.
Adjusted EBIT of $184 million was 6% lower than last year on a comparable constant currency basis, reflecting lower volumes partly offset by price/mix benefits and favorable cost performance.
March 2024 quarter:
Net sales of $813 million were 8% lower than last year on a reported basis, including a favorable impact of 1% related to movements in foreign exchange rates and an unfavorable impact of 1% related to the pass through of lower raw material costs of approximately $10 million. On a comparable constant currency basis, net sales were 8% lower than last year, mainly reflecting approximately 8% lower volumes.
In North America, overall beverage volumes improved compared to the December 2023 quarter. Volumes were 11% lower and hot fill beverage container volumes were 18% lower than the same quarter last year. Lower beverage volumes mainly reflects soft consumer and customer demand in key categories. Specialty Container volumes were lower than last year and, in Latin America, volumes were in line with the prior year, reflecting weaker demand in Argentina, partly offset by growth in Brazil and Colombia driven by new business wins.
Adjusted EBIT of $71 million was 1% higher than last year on a comparable constant currency basis, with the impact of lower volumes more than offset by favorable cost performance and benefits from restructuring initiatives, resulting in improved earnings leverage.
Net interest and income tax expense
For the nine months ended March 31, 2024, net interest expense of $232 million was $43 million higher than last year, reflecting higher interest rates. GAAP income tax expense was $107 million compared with $125 million last year. Adjusted tax expense for the nine months ended March 31, 2024 was $158 million compared with $170 million last year. Adjusted tax expense represents an effective tax rate of 18%, compared with 17% in the same period last year.
Adjusted Free Cash Flow
For the nine months ended March 31, 2024, adjusted free cash inflow was $115 million, which is approximately $100 million higher than $14 million in the prior year, and in line with our expectations. Compared with last year, the improvement primarily reflects improved working capital performance.
Net debt was $6,729 million at March 31, 2024. Leverage, measured as net debt divided by adjusted trailing twelve month EBITDA, was 3.4 times and in line with our expectations. Leverage is expected to return to approximately three times at June 30, 2024.
Fiscal 2024 Guidance - updated
For the twelve month period ending June 30, 2024, the Company expects:
•Adjusted EPS of 68.5 to 71 cents per share (previously 67 to 71 cents per share) which includes:
•Comparable constant currency earnings made up of underlying business performance down low single digit % to up low single digit %, a benefit of approximately 2% from share repurchases, and a negative impact of up to 6% related to higher estimated net interest and tax expense;
•A negative impact of approximately 3% related to the sale of the Company's Russian business on December 23, 2022, the impact of which was all in the first half of fiscal 2024; and
•A benefit of up to 2% related to currency translation, assuming current rates prevail through the balance of fiscal 2024.
•In comparable constant currency terms, the Company expects fourth quarter 2024 adjusted EPS to be up mid single digit % higher than the fourth quarter of fiscal 2023.
•Adjusted Free Cash Flow of approximately $850 million to $950 million.
•Approximately $70 million of cash to be allocated towards share repurchases as part of the program previously announced in fiscal 2023.
Amcor's guidance contemplates a range of factors which create a degree of uncertainty and complexity when estimating future financial results. Further information can be found under 'Cautionary Statement Regarding Forward-Looking Statements' in this release.
Conference Call
Amcor is hosting a conference call with investors and analysts to discuss these results on April 30, 2024 at 5.30pm US Eastern Daylight Time / May 1, 2024 at 7.30am Australian Eastern Standard Time. Investors are invited to listen to a live webcast of the conference call at our website, www.amcor.com, in the “Investors” section.
Those wishing to access the call should use the following numbers, with the Conference ID 9115937:
•USA & Canada: 800 715 9871 (toll-free)
•USA: 646 307 1963 (local)
•Australia: 02 9133 7103 (local), 1800 519 630 (toll-free)
•United Kingdom: 020 3433 3846 (local), 0800 358 0970 (toll-free)
•Singapore: +65 3159 5133 (local)
•Hong Kong: +852 3002 3410 (local)
From all other countries, the call can be accessed by dialing +1 646 307 1963 (toll).
A replay of the webcast will also be available in the "Investors" section at www.amcor.com following the call.
About Amcor
Amcor is a global leader in developing and producing responsible packaging solutions for food, beverage, pharmaceutical, medical, home and personal-care, and other products. Amcor works with leading companies around the world to protect their products, differentiate brands, and improve supply chains through a range of flexible and rigid packaging, specialty cartons, closures and services. The Company is focused on making packaging that is increasingly light-weighted, recyclable and reusable, and made using an increasing amount of recycled content. In fiscal year 2023, 41,000 Amcor people generated $14.7 billion in annual sales from operations that span 218 locations in 41 countries. NYSE: AMCR; ASX: AMC
www.amcor.com I LinkedIn I Facebook I YouTube
Contact Information
| Investors | ||
|---|---|---|
| Tracey Whitehead | Damien Bird | Damon Wright |
| Global Head of Investor Relations | Vice President Investor Relations Asia Pacific | Vice President Investor Relations North America |
| Amcor | Amcor | Amcor |
| +61 408 037 590 | +61 481 900 499 | +1 224 313 7141 |
| tracey.whitehead@amcor.com | damien.bird@amcor.com | damon.wright@amcor.com |
| Media - Australia | Media - Europe | Media - North America |
| James Strong | Ernesto Duran | Julie Liedtke |
| Partner | Head of Global Communications | Director, Media Relations |
| Citadel-MAGNUS | Amcor | Amcor |
| +61 448 881 174 | +41 78 698 69 40 | +1 847 204 2319 |
| jstrong@citadelmagnus.com | ernesto.duran@amcor.com | julie.liedtke@amcor.com |
Amcor plc UK Establishment Address: 83 Tower Road North, Warmley, Bristol, England, BS30 8XP, United Kingdom
UK Overseas Company Number: BR020803
Registered Office: 3rd Floor, 44 Esplanade, St Helier, JE4 9WG, Jersey
Jersey Registered Company Number: 126984, Australian Registered Body Number (ARBN): 630 385 278
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain statements that are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified with words like “believe,” “expect,” “target,” “project,” “may,” “could,” “would,” “approximately,” “possible,” “will,” “should,” “intend,” “plan,” “anticipate,” "commit," “estimate,” “potential,” "ambitions," “outlook,” or “continue,” the negative of these words, other terms of similar meaning, or the use of future dates. Such statements are based on the current expectations of the management of Amcor and are qualified by the inherent risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Neither Amcor nor any of its respective directors, executive officers, or advisors provide any representation, assurance, or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Risks and uncertainties that could cause actual results to differ from expectations include, but are not limited to: changes in consumer demand patterns and customer requirements; the loss of key customers, a reduction in production requirements of key customers; significant competition in the industries and regions in which Amcor operates; failure by Amcor to expand its business; challenging current and future global economic conditions, including the Russia-Ukraine conflict and inflation; impact of operating internationally; price fluctuations or shortages in the availability of raw materials, energy, and other inputs; disruptions to production, supply, and commercial risks, including counterparty credit risks, which may be exacerbated in times of economic volatility; pandemics, epidemics, or other disease outbreaks; an inability to attract and retain our global executive management team and our skilled workforce or successfully manage the transition of key roles, including our Chief Executive Officer; costs and liabilities related to environment, health, and safety ("EHS") laws and regulations as well as changes in the global climate; labor disputes and an inability to renew collective bargaining agreements at acceptable terms; risks related to climate change; cybersecurity risks; failures or disruptions in information technology systems; rising interest rates; a significant increase in indebtedness or a downgrade in the credit rating; foreign exchange rate risk; a significant write-down of goodwill and/or other intangible assets; a failure to maintain an effective system of internal control over financial reporting; inability of Amcor's insurance policies to provide adequate protections; challenges to or the loss of intellectual property rights; litigation, including product liability claims or regulatory developments; increasing scrutiny and changing expectations from investors, customers, and governments with respect to Amcor's Environmental, Social and Governance practices and commitments resulting in increased costs; changing government regulations in environmental, health, and safety matters; changes in tax laws or changes in our geographic mix of earnings; and other risks and uncertainties identified from time to time in Amcor’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including without limitation, those described under Item 1A. “Risk Factors” of Amcor’s annual report on Form 10-K for the fiscal year ended June 30, 2023 and any subsequent quarterly reports on Form 10-Q. You can obtain copies of Amcor’s filings with the SEC for free at the SEC’s website (www.sec.gov). Forward-looking statements included herein are made only as of the date hereof and Amcor does not undertake any obligation to update any forward-looking statements, or any other information in this communication, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.
Presentation of non-GAAP information
Included in this release are measures of financial performance that are not calculated in accordance with U.S. GAAP. These measures include adjusted EBITDA and EBITDA (calculated as earnings before interest and tax and depreciation and amortization), adjusted EBIT and EBIT (calculated as earnings before interest and tax), adjusted net income, adjusted earnings per share, adjusted free cash flow and net debt. In arriving at these non-GAAP measures, we exclude items that either have a non-recurring impact on the income statement or which, in the judgment of our management, are items that, either as a result of their nature or size, could, were they not singled out, potentially cause investors to extrapolate future performance from an improper base. 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 our non-GAAP financial performance earnings measures. While not all inclusive, examples of these items include:
•material restructuring programs, including associated costs such as employee severance, pension and related benefits, impairment of property and equipment and other assets, accelerated depreciation, termination payments for contracts and leases, contractual obligations, and any other qualifying costs related to restructuring plans;
•material sales and earnings from disposed or ceased operations and any associated profit or loss on sale of businesses or subsidiaries;
•changes in the fair value of economic hedging instruments on commercial paper and contingent purchase consideration;
•significant pension settlements;
•impairments in goodwill and equity method investments;
•material acquisition compensation and transaction costs such as due diligence expenses, professional and legal fees, and integration costs;
•material purchase accounting adjustments for inventory;
•amortization of acquired intangible assets from business combination;
•gains or losses on significant property and divestitures and significant property and other impairments, net of insurance recovery;
•certain regulatory and legal matters;
•impacts from highly inflationary accounting;
•expenses related to the Company's Chief Executive Officer transition; and
•impacts related to the Russia-Ukraine conflict.
Amcor also evaluates performance on a comparable constant currency basis, which measures financial results assuming constant foreign currency exchange rates used for translation based on the average rates in effect for the comparable prior year period. In order to compute comparable constant currency results, we multiply or divide, as appropriate, current-year U.S. dollar results by the current year average foreign exchange rates and then multiply or divide, as appropriate, those amounts by the prior-year average foreign exchange rates. We then adjust for other items affecting comparability. While not all inclusive, examples of items affecting comparability include the difference between sales or earnings in the current period and the prior period related to disposed, or ceased operations. Comparable constant currency net sales performance also excludes the impact from passing through movements in raw material costs.
Management has used and uses these measures internally for planning, forecasting and evaluating the performance of the Company’s reporting segments and certain of the measures are used as a component of Amcor’s Board of Directors’ measurement of Amcor’s performance for incentive compensation purposes. Amcor believes that these non-GAAP measures are useful to enable investors to perform comparisons of current and historical performance of the Company. For each of these non-GAAP financial measures, a reconciliation to the most directly comparable U.S. GAAP financial measure has been provided herein. These non-GAAP financial measures should not be construed as an alternative to results determined in accordance with U.S. GAAP. The Company provides guidance on a non-GAAP basis as we are unable to predict with reasonable certainty the ultimate outcome and timing of certain significant forward-looking items without unreasonable effort. These items include but are not limited to the impact of foreign exchange translation, restructuring program costs, asset impairments, possible gains and losses on the sale of assets, and certain tax related events. These items are uncertain, depend on various factors, and could have a material impact on U.S. GAAP earnings and cash flow measures for the guidance period.
Dividends
Amcor has received a waiver from the ASX’s settlement operating rules, which will allow the Company to defer processing conversions between its ordinary share and CDI registers from May 21, 2024 to May 22, 2024 inclusive.
U.S. GAAP Condensed Consolidated Statements of Income (Unaudited)
| Three Months Ended March 31, | Nine Months Ended March 31, | |||
|---|---|---|---|---|
| ($ million) | 2023 | 2024 | 2023 | 2024 |
| Net sales | 3,667 | 3,411 | 11,021 | 10,105 |
| Cost of sales | (2,994) | (2,719) | (9,018) | (8,147) |
| Gross profit | 673 | 692 | 2,003 | 1,958 |
| Selling, general, and administrative expenses | (317) | (330) | (917) | (931) |
| Research and development expenses | (27) | (25) | (76) | (80) |
| Restructuring and other related activities, net | (50) | (30) | 162 | (82) |
| Other income/(expenses), net | 3 | — | 11 | (46) |
| Operating income | 282 | 307 | 1,183 | 819 |
| Interest expense, net | (71) | (79) | (189) | (232) |
| Other non-operating income, net | 2 | 2 | 5 | 2 |
| Income before income taxes and equity in loss of affiliated companies | 213 | 230 | 999 | 589 |
| Income tax expense | (34) | (40) | (125) | (107) |
| Equity in loss of affiliated companies, net of tax | — | (1) | — | (3) |
| Net income | 179 | 189 | 874 | 479 |
| Net income attributable to non-controlling interests | (2) | (2) | (6) | (6) |
| Net income attributable to Amcor plc | 177 | 187 | 868 | 473 |
| USD:EUR average FX rate | 0.9318 | 0.9208 | 0.9687 | 0.9231 |
| Basic earnings per share attributable to Amcor | 0.120 | 0.129 | 0.585 | 0.327 |
| Diluted earnings per share attributable to Amcor | 0.119 | 0.129 | 0.581 | 0.327 |
| Weighted average number of shares outstanding – Basic | 1,470 | 1,439 | 1,473 | 1,439 |
| Weighted average number of shares outstanding – Diluted | 1,476 | 1,440 | 1,482 | 1,440 |
U.S. GAAP Condensed Consolidated Statements of Cash Flows (Unaudited)
| Nine Months Ended March 31, | ||
|---|---|---|
| ($ million) | 2023 | 2024 |
| Net income | 874 | 479 |
| Depreciation, amortization and impairment | 428 | 448 |
| Net gain on disposal of businesses | (219) | — |
| Changes in operating assets and liabilities, excluding effect of acquisitions, divestitures, and currency | (869) | (680) |
| Other non-cash items | 115 | 131 |
| Net cash provided by operating activities | 329 | 378 |
| Purchase of property, plant and equipment and other intangible assets | (382) | (358) |
| Proceeds from sales of property, plant and equipment and other intangible assets | 12 | 12 |
| Business acquisitions and investments in affiliated companies, and other | (143) | (23) |
| Proceeds from divestitures | 365 | — |
| Net debt proceeds | 464 | 426 |
| Dividends paid | (545) | (542) |
| Share buyback/cancellations | (200) | (30) |
| Purchase of treasury shares and tax withholdings for share-based incentive plans | (88) | (51) |
| Other, including effect of exchange rate on cash and cash equivalents | (98) | (44) |
| Net decrease in cash and cash equivalents | (286) | (232) |
| Cash and cash equivalents balance at beginning of the year | 850 | 689 |
| Cash and cash equivalents balance at end of the period | 564 | 457 |
U.S. GAAP Condensed Consolidated Balance Sheets (Unaudited)
| ($ million) | June 30, 2023 | March 31, 2024 |
|---|---|---|
| Cash and cash equivalents | 689 | 457 |
| Trade receivables, net | 1,875 | 1,935 |
| Inventories, net | 2,213 | 2,085 |
| Property, plant, and equipment, net | 3,762 | 3,762 |
| Goodwill and other intangible assets, net | 6,890 | 6,791 |
| Other assets | 1,574 | 1,630 |
| Total assets | 17,003 | 16,660 |
| Trade payables | 2,690 | 2,195 |
| Short-term debt and current portion of long-term debt | 93 | 131 |
| Long-term debt, less current portion | 6,653 | 7,055 |
| Accruals and other liabilities | 3,477 | 3,271 |
| Shareholders' equity | 4,090 | 4,008 |
| Total liabilities and shareholders' equity | 17,003 | 16,660 |
Components of Fiscal 2024 Net Sales growth
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||
|---|---|---|---|---|---|---|
| ($ million) | Flexibles | Rigid Packaging | Total | Flexibles | Rigid Packaging | Total |
| Net sales fiscal 2024 | 2,598 | 813 | 3,411 | 7,646 | 2,459 | 10,105 |
| Net sales fiscal 2023 | 2,787 | 880 | 3,667 | 8,378 | 2,643 | 11,021 |
| Reported Growth % | (7) | (8) | (7) | (9) | (7) | (8) |
| FX % | 1 | 1 | 1 | 2 | 1 | 2 |
| Constant Currency Growth % | (8) | (9) | (8) | (11) | (8) | (10) |
| RM Pass Through % | (2) | (1) | (2) | (2) | — | (1) |
| Items affecting comparability % | — | — | — | (2) | — | (1) |
| Comparable Constant Currency Growth % | (6) | (8) | (6) | (7) | (8) | (7) |
| Acquired operations % | 1 | — | 1 | 1 | — | 1 |
| Organic Growth % | (6) | (8) | (7) | (8) | (8) | (8) |
| Volume % | (2) | (8) | (4) | (7) | (9) | (7) |
| Price/Mix % | (4) | 1 | (3) | (1) | 1 | (1) |
Reconciliation of Non-GAAP Measures
Reconciliation of adjusted Earnings before interest, tax, depreciation, and amortization (EBITDA), Earnings before interest and tax (EBIT), Net income, Earnings per share (EPS) and Adjusted Free Cash Flow
| Three Months Ended March 31, 2023 | Three Months Ended March 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| ($ million) | EBITDA | EBIT | Net Income | EPS (Diluted<br><br>US cents)(1) | EBITDA | EBIT | Net Income | EPS (Diluted US cents)(1) |
| Net income attributable to Amcor | 177 | 177 | 177 | 11.9 | 187 | 187 | 187 | 12.9 |
| Net income attributable to non-controlling interests | 2 | 2 | 2 | 2 | ||||
| Tax expense | 34 | 34 | 40 | 40 | ||||
| Interest expense, net | 71 | 71 | 79 | 79 | ||||
| Depreciation and amortization | 142 | 146 | ||||||
| EBITDA, EBIT, Net income, and EPS | 426 | 284 | 177 | 11.9 | 454 | 308 | 187 | 12.9 |
| Impact of highly inflationary accounting | 6 | 6 | 6 | 0.4 | 4 | 4 | 4 | 0.2 |
| Restructuring and other related activities, net(2) | 48 | 48 | 48 | 3.3 | 30 | 30 | 30 | 2.1 |
| CEO transition costs | — | — | — | — | 8 | 8 | 8 | 0.6 |
| Other | 4 | 4 | 4 | 0.1 | 4 | 4 | 4 | 0.4 |
| Amortization of acquired intangibles(3) | 40 | 40 | 2.7 | 43 | 43 | 2.9 | ||
| Tax effect of above items | (15) | (0.9) | (19) | (1.3) | ||||
| Adjusted EBITDA, EBIT, Net income and EPS | 484 | 382 | 260 | 17.5 | 499 | 397 | 257 | 17.8 |
| Reconciliation of adjusted growth to comparable constant currency growth | ||||||||
| % growth - Adjusted EBITDA, EBIT, Net income, and EPS | 3 | 4 | (1) | 2 | ||||
| % items affecting comparability(4) | — | — | — | — | ||||
| % currency impact | (1) | (1) | (1) | (1) | ||||
| % comparable constant currency growth | 2 | 3 | (2) | 1 | ||||
| Adjusted EBITDA | 484 | 499 | ||||||
| Interest paid, net | (57) | (55) | ||||||
| Income tax paid | (39) | (39) | ||||||
| Purchase of property, plant and equipment and<br>other intangible assets | (132) | (113) | ||||||
| Proceeds from sales of property, plant and<br>equipment and other intangible assets | 4 | 1 | ||||||
| Movement in working capital | (191) | (225) | ||||||
| Other | 6 | (5) | ||||||
| Adjusted Free Cash Flow | 75 | 63 |
(1) Calculation of diluted EPS for the three months ended March 31, 2024 excludes net income attributable to shares to be repurchased under forward contracts of $1 million. Calculation of diluted EPS for the three months ended March 31, 2023 excludes net income attributable to shares to be repurchased under forward contracts of $1 million.
(2) Includes incremental restructuring and other costs attributable to group wide initiatives to partly offset divested earnings from the Russian business.
(3) Amortization of acquired intangible assets from business combinations.
(4) Reflects the impact of disposed and ceased operations.
| Nine Months Ended March 31, 2023 | Nine Months Ended March 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| ($ million) | EBITDA | EBIT | Net Income | EPS (Diluted<br><br>US cents)(1) | EBITDA | EBIT | Net Income | EPS (Diluted US cents)(1) |
| Net income attributable to Amcor | 868 | 868 | 868 | 58.1 | 473 | 473 | 473 | 32.7 |
| Net income attributable to non-controlling interests | 6 | 6 | 6 | 6 | ||||
| Tax expense | 125 | 125 | 107 | 107 | ||||
| Interest expense, net | 189 | 189 | 232 | 232 | ||||
| Depreciation and amortization | 425 | 433 | ||||||
| EBITDA, EBIT, Net income, and EPS | 1,613 | 1,188 | 868 | 58.1 | 1,251 | 818 | 473 | 32.7 |
| Impact of highly inflationary accounting | 19 | 19 | 19 | 1.3 | 55 | 55 | 55 | 3.8 |
| Restructuring and other related activities, net(2) | (156) | (156) | (156) | (10.4) | 82 | 82 | 82 | 5.7 |
| CEO transition costs | — | — | — | — | 8 | 8 | 8 | 0.6 |
| Other | 2 | 2 | 2 | — | 17 | 17 | 17 | 1.2 |
| Amortization of acquired intangibles(3) | 120 | 120 | 8.0 | 126 | 126 | 8.7 | ||
| Tax effect of above items | (45) | (2.9) | (51) | (3.6) | ||||
| Adjusted EBITDA, EBIT, Net income and EPS | 1,478 | 1,173 | 808 | 54.1 | 1,412 | 1,106 | 710 | 49.1 |
| Reconciliation of adjusted growth to comparable constant currency growth | ||||||||
| % growth - Adjusted EBITDA, EBIT, Net income, and EPS | (4) | (6) | (12) | (9) | ||||
| % items affecting comparability(4) | 3 | 4 | 5 | 4 | ||||
| % currency impact | (2) | (1) | (2) | (2) | ||||
| % comparable constant currency growth | (3) | (3) | (9) | (7) | ||||
| Adjusted EBITDA | 1,478 | 1,412 | ||||||
| Interest paid, net | (169) | (196) | ||||||
| Income tax paid | (130) | (163) | ||||||
| Purchase of property, plant and equipment and<br>other intangible assets | (382) | (358) | ||||||
| Proceeds from sales of property, plant and<br>equipment and other intangible assets | 12 | 12 | ||||||
| Movement in working capital | (801) | (625) | ||||||
| Other | 6 | 33 | ||||||
| Adjusted Free Cash Flow | 14 | 115 |
(1) Calculation of diluted EPS for the nine months ended March 31, 2024 excludes net income attributable to shares to be repurchased under forward contracts of $2 million. Calculation of diluted EPS for the nine months ended March 31, 2023 excludes net income attributable to shares to be repurchased under forward contracts of $6 million.
(2) Includes incremental restructuring and other costs attributable to group wide initiatives to partly offset divested earnings from the Russian business. The prior period includes the net gain on the December 2022 disposal of the Russian business.
(3) Amortization of acquired intangible assets from business combinations.
(4) Reflects the impact of disposed and ceased operations.
Reconciliation of adjusted EBIT by reportable segment
| Three Months Ended March 31, 2023 | Three Months Ended March 31, 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ million) | Flexibles | Rigid Packaging | Other | Total | Flexibles | Rigid Packaging | Other | Total | ||||||
| Net income attributable to Amcor | 177 | 187 | ||||||||||||
| Net income attributable to non-controlling interests | 2 | 2 | ||||||||||||
| Tax expense | 34 | 40 | ||||||||||||
| Interest expense, net | 71 | 79 | ||||||||||||
| EBIT | 248 | 56 | (20) | 284 | 290 | 61 | (43) | 308 | ||||||
| Impact of highly inflationary accounting | — | 6 | — | 6 | — | 4 | — | 4 | ||||||
| Restructuring and other related activities, net(1) | 42 | 6 | — | 48 | 25 | 5 | — | 30 | ||||||
| CEO transition costs | — | — | — | — | — | — | 8 | 8 | ||||||
| Other | 8 | — | (4) | 4 | 1 | — | 3 | 4 | ||||||
| Amortization of acquired intangibles(2) | 39 | 1 | — | 40 | 42 | 1 | — | 43 | ||||||
| Adjusted EBIT | 337 | 69 | (24) | 382 | 358 | 71 | (32) | 397 | ||||||
| Adjusted EBIT / sales % | 12.1 | % | 7.8 | % | 10.4 | % | 13.8 | % | 8.7 | % | 11.6 | % | ||
| Reconciliation of adjusted growth to comparable constant currency growth | ||||||||||||||
| % growth - Adjusted EBIT | 6 | 2 | — | 4 | ||||||||||
| % items affecting comparability(3) | — | — | — | — | ||||||||||
| % currency impact | (1) | (1) | — | (1) | ||||||||||
| % comparable constant currency | 5 | 1 | — | 3 |
(1) Includes incremental costs incurred in connection with the Russia-Ukraine conflict in fiscal year 2023.
(2) Amortization of acquired intangible assets from business combinations.
(3) Reflects the impact of disposed and ceased operations.
| Nine Months Ended March 31, 2023 | Nine Months Ended March 31, 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ million) | Flexibles | Rigid Packaging | Other | Total | Flexibles | Rigid Packaging | Other | Total | ||||||
| Net income attributable to Amcor | 868 | 473 | ||||||||||||
| Net income attributable to non-controlling interests | 6 | 6 | ||||||||||||
| Tax expense | 125 | 107 | ||||||||||||
| Interest expense, net | 189 | 232 | ||||||||||||
| EBIT | 1,075 | 163 | (50) | 1,188 | 796 | 112 | (90) | 818 | ||||||
| Impact of highly inflationary accounting | — | 19 | — | 19 | — | 55 | — | 55 | ||||||
| Restructuring and other related activities, net(1) | (162) | 6 | — | (156) | 68 | 14 | — | 82 | ||||||
| CEO transition costs | — | — | — | — | — | — | 8 | 8 | ||||||
| Other | 14 | — | (12) | 2 | 5 | — | 12 | 17 | ||||||
| Amortization of acquired intangibles(2) | 116 | 4 | — | 120 | 123 | 3 | — | 126 | ||||||
| Adjusted EBIT | 1,043 | 192 | (62) | 1,173 | 992 | 184 | (70) | 1,106 | ||||||
| Adjusted EBIT / sales % | 12.4 | % | 7.3 | % | 10.6 | % | 13.0 | % | 7.5 | % | 10.9 | % | ||
| Reconciliation of adjusted growth to comparable constant currency growth | ||||||||||||||
| % growth - Adjusted EBIT | (5) | (4) | — | (6) | ||||||||||
| % items affecting comparability(3) | 5 | — | — | 4 | ||||||||||
| % currency impact | (2) | (2) | — | (1) | ||||||||||
| % comparable constant currency | (2) | (6) | — | (3) |
(1) Includes incremental costs incurred in connection with the Russia-Ukraine conflict in fiscal year 2023.
(2) Amortization of acquired intangible assets from business combinations.
(3) Reflects the impact of disposed and ceased operations.
Reconciliation of net debt
| ($ million) | June 30, 2023 | March 31, 2024 |
|---|---|---|
| Cash and cash equivalents | (689) | (457) |
| Short-term debt | 80 | 119 |
| Current portion of long-term debt | 13 | 12 |
| Long-term debt, less current portion | 6,653 | 7,055 |
| Net debt | 6,057 | 6,729 |
14
exhibit992
April 30, 2024 US May 1, 2024 Australia Peter Konieczny Interim CEO Michael Casamento CFO Fiscal 2024 3Q and year to date results (Quarter and nine months ended March 31, 2024) NYSE: AMCR | ASX: AMC
Disclaimers 2 Cautionary Statement Regarding Forward-Looking Statements This document contains certain statements that are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified with words like “believe,” “expect,” “target,” “project,” “may,” “could,” “would,” “approximately,” “possible,” “will,” “should,” “intend,” “plan,” “anticipate,” "commit," “estimate,” “potential,” "ambitions," “outlook,” or “continue,” the negative of these words, other terms of similar meaning, or the use of future dates. Such statements are based on the current expectations of the management of Amcor and are qualified by the inherent risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Neither Amcor nor any of its respective directors, executive officers, or advisors provide any representation, assurance, or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Risks and uncertainties that could cause actual results to differ from expectations include, but are not limited to: changes in consumer demand patterns and customer requirements; the loss of key customers, a reduction in production requirements of key customers; significant competition in the industries and regions in which Amcor operates; failure by Amcor to expand its business; challenging current and future global economic conditions, including the Russia-Ukraine conflict and inflation; impact of operating internationally; price fluctuations or shortages in the availability of raw materials, energy, and other inputs; disruptions to production, supply, and commercial risks, including counterparty credit risks, which may be exacerbated in times of economic volatility; pandemics, epidemics, or other disease outbreaks; an inability to attract and retain our global executive management team and our skilled workforce or successfully manage the transition of key roles, including our Chief Executive Officer; costs and liabilities related to environment, health, and safety ("EHS") laws and regulations as well as changes in the global climate; labor disputes and an inability to renew collective bargaining agreements at acceptable terms; risks related to climate change; cybersecurity risks; failures or disruptions in information technology systems; rising interest rates; a significant increase in indebtedness or a downgrade in the credit rating; foreign exchange rate risk; a significant write-down of goodwill and/or other intangible assets; a failure to maintain an effective system of internal control over financial reporting; inability of Amcor's insurance policies to provide adequate protections; challenges to or the loss of intellectual property rights; litigation, including product liability claims or regulatory developments; increasing scrutiny and changing expectations from investors, customers, and governments with respect to Amcor's Environmental, Social and Governance practices and commitments resulting in increased costs; changing government regulations in environmental, health, and safety matters; changes in tax laws or changes in our geographic mix of earnings; and other risks and uncertainties identified from time to time in Amcor’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including without limitation, those described under Item 1A. “Risk Factors” of Amcor’s annual report on Form 10-K for the fiscal year ended June 30, 2023 and any subsequent quarterly reports on Form 10-Q. You can obtain copies of Amcor’s filings with the SEC for free at the SEC’s website (www.sec.gov). Forward-looking statements included herein are made only as of the date hereof and Amcor does not undertake any obligation to update any forward-looking statements, or any other information in this communication, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement. Presentation of non-GAAP information Included in this release are measures of financial performance that are not calculated in accordance with U.S. GAAP. These measures include adjusted EBITDA and EBITDA (calculated as earnings before interest and tax and depreciation and amortization), adjusted EBIT and EBIT (calculated as earnings before interest and tax), adjusted net income, adjusted earnings per share, adjusted free cash flow and net debt. In arriving at these non-GAAP measures, we exclude items that either have a non-recurring impact on the income statement or which, in the judgment of our management, are items that, either as a result of their nature or size, could, were they not singled out, potentially cause investors to extrapolate future performance from an improper base. 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 our non-GAAP financial performance earnings measures. While not all inclusive, examples of these items include: • material restructuring programs, including associated costs such as employee severance, pension and related benefits, impairment of property and equipment and other assets, accelerated depreciation, termination payments for contracts and leases, contractual obligations, and any other qualifying costs related to restructuring plans; • material sales and earnings from disposed or ceased operations and any associated profit or loss on sale of businesses or subsidiaries; • changes in the fair value of economic hedging instruments on commercial paper and contingent purchase consideration; • significant pension settlements; • impairments in goodwill and equity method investments; • material acquisition compensation and transaction costs such as due diligence expenses, professional and legal fees, and integration costs; • material purchase accounting adjustments for inventory; • amortization of acquired intangible assets from business combination; • gains or losses on significant property and divestitures and significant property and other impairments, net of insurance recovery; • certain regulatory and legal matters; • impacts from highly inflationary accounting; • expenses related to the Company’s Chief Executive Officer transition; and • impacts related to the Russia-Ukraine conflict. Amcor also evaluates performance on a comparable constant currency basis, which measures financial results assuming constant foreign currency exchange rates used for translation based on the average rates in effect for the comparable prior year period. In order to compute comparable constant currency results, we multiply or divide, as appropriate, current-year U.S. dollar results by the current year average foreign exchange rates and then multiply or divide, as appropriate, those amounts by the prior-year average foreign exchange rates. We then adjust for other items affecting comparability. While not all inclusive, examples of items affecting comparability include the difference between sales or earnings in the current period and the prior period related to disposed, or ceased operations. Comparable constant currency net sales performance also excludes the impact from passing through movements in raw material costs. Management has used and uses these measures internally for planning, forecasting and evaluating the performance of the Company’s reporting segments and certain of the measures are used as a component of Amcor’s Board of Directors’ measurement of Amcor’s performance for incentive compensation purposes. Amcor believes that these non-GAAP measures are useful to enable investors to perform comparisons of current and historical performance of the Company. For each of these non-GAAP financial measures, a reconciliation to the most directly comparable U.S. GAAP financial measure has been provided herein. These non-GAAP financial measures should not be construed as an alternative to results determined in accordance with U.S. GAAP. The Company provides guidance on a non-GAAP basis as we are unable to predict with reasonable certainty the ultimate outcome and timing of certain significant forward-looking items without unreasonable effort. These items include but are not limited to the impact of foreign exchange translation, restructuring program costs, asset impairments, possible gains and losses on the sale of assets, and certain tax related events. These items are uncertain, depend on various factors, and could have a material impact on U.S. GAAP earnings and cash flow measures for the guidance period.
Amcor near-term priorities unchanged 3 Safety Strong FY24 finish Build further momentum in FY25 Keep our teams focused on delivering for stakeholders
Safety 4 Guided by our values. Our number one priority 11.2 4.1 2.0 2.8 1.5 1.3 0.3 Recordable-case frequency rate (per million hours worked) 3Q24 TRIR Includes impact of acquired businesses 201520102005 2020 Notes: Recordable Case Frequency Rate (RCFR) expresses injuries per 1,000,000 hours worked. Graph data shown for a 12 month period ended June 30 unless otherwise indicated. Acquired businesses (including Bemis) are included in 2020 and account for the increase in frequency rate compared with 2015. Total Recordable Incident Rate (TRIR) expresses injuries per 200,000 hours worked. Amcor’s TRIR is equivalent to Amcor’s rate under OSHA (Occupational Safety & Health Administration). Average of North America paper manufacturing, plastic and rubber products manufacturing and printing and related support activities TRIR rate for 2022. Source: US Bureau of Labor Statistics. Amcor Values 2023 • Industry-leading safety performance • 19% fewer injuries fiscal 2024 year to date • 72% of sites injury free for >12 months 3Q24 North America packaging materials industry average TRIR 2.7
Key messages 5 1. Third quarter results ahead of expectations 2. Sequential improvement in volumes and a return to earnings growth in the quarter 3. Fiscal 2024 Adjusted EPS guidance raised 4. Confident in long term growth and value creation strategy
3Q24 YTD -7% vs pcp 3Q24 +1% vs pcp 3Q24 YTD -7% vs pcp Third quarter and year to date financial summary 6 3Q24 -6% vs pcp Third quarter earnings ahead of expectations on improving volume trends and continued strong cost performance $3,411m $10,105m Net sales 3Q24 YTD -3% vs pcp 3Q24 +3% vs pcp $397m $1,106m EBIT 49.1 cents EPS 17.8 cents Notes: EBIT and EPS presented on an adjusted basis and growth rates for these and Net sales exclude the impact of currency and items impacting comparability. Adjusted non-GAAP measures exclude items which are not considered representative of ongoing operations. RoAFE reflects Adjusted EBIT (Last twelve months) / Average funds employed (four quarter average). Further details related to non-GAAP measures and reconciliations to U.S. GAAP measures can be found in the appendix section. Definition ‘pcp’ is ‘prior comparator period’. • 3Q volumes 4% lower than last year. Significantly improved on 2Q • Expected weakness in healthcare categories and North America beverage • Overall net volumes across the balance of the business in line with last year • 3Q earnings growth and improved earnings leverage • >$130 million cost and restructuring benefits • $115 million YTD adjusted free cash flow, ~$100 million higher than last year ~$570 million YTD cash returns to shareholders Compelling quarterly dividend and share repurchases
Flexibles segment Notes: CCC refers to Comparable Constant Currency. CCC growth reconciliations can be found in the appendix. Non-GAAP measures exclude items which are not considered representative of ongoing operations. Further details related to non-GAAP measures including Adjusted EBIT and reconciliations to U.S. GAAP measures can be found in the appendix. 7 Significant sequential improvement in volumes. Continued strong cost performance March quarter highlights • Volumes down 2%. 8 percentage point improvement vs 2Q • Destocking continued in healthcare as expected • Net volume growth 1% excluding healthcare • Volume growth in several categories and geographies • Adjusted EBIT growth 5%. Strong cost performance and benefits from restructuring initiatives $m 3Q23 3Q24 CCC ∆ Net sales 2,787 2,598 -6% Adjusted EBIT 337 358 +5% Adjusted EBIT margin 12.1% 13.8% FY2024 YTD highlights • Net sales reduction reflects 7% lower volumes. Impacted by soft demand and destocking, particularly in 1H24 • Adjusted EBIT 2% lower reflecting lower volumes partly offset by favorable cost performance AmPrima™ Plus new business win AmLite HeatFlex™ new business win $m 3Q23 YTD 3Q24 YTD CCC ∆ Net sales 8,378 7,646 -7% Adjusted EBIT 1,043 992 -2% Adjusted EBIT margin 12.4% 13.0%
Rigid Packaging segment Notes: CCC refers to Comparable Constant Currency. CCC growth reconciliations can be found in the appendix. Non-GAAP measures exclude items which are not considered representative of ongoing operations. Further details related to non-GAAP measures including Adjusted EBIT and reconciliations to U.S. GAAP measures can be found in the appendix. 8 March quarter highlights • Volumes down 8%. 4 percentage point improvement vs 2Q • North America beverage volumes down 11%, primarily reflecting demand weakness and destocking • Adjusted EBIT up on last year • Strong cost performance and benefits from restructuring initiatives $m 3Q23 3Q24 CCC ∆ Net sales 880 813 -8% Adjusted EBIT 69 71 +1% Adjusted EBIT margin 7.8% 8.7% FY2024 YTD highlights • Net sales reduction mainly reflects 9% lower volumes. Soft demand and 1H24 destocking in North America offset by volume growth in Latin America • Adjusted EBIT down 6% reflecting lower volumes partly offset by favorable price/mix and cost performance $m 3Q23 YTD 3Q24 YTD CCC ∆ Net sales 2,643 2,459 -8% Adjusted EBIT 192 184 -6% Adjusted EBIT margin 7.3% 7.5% 3Q EBIT growth reflects strong cost focus. Volumes sequentially improved Leveraging flexibles customer relationship to win new business New beverage product launch in PET format
Cash flow and balance sheet 9 Notes: Non-GAAP measures exclude items which are not considered representative of ongoing operations. Further details related to non-GAAP measures including Adjusted EBITDA and Adjusted Free Cash Flow and reconciliations to U.S. GAAP measures can be found in the appendix section. (1) Leverage calculated as Net debt divided by adjusted trailing twelve month EBITDA. Cash flow ($ million) 3Q23 YTD 3Q24 YTD Adjusted EBITDA 1,478 1,412 Interest and tax payments, net (299) (359) Capital expenditure (382) (358) Movement in working capital (801) (625) Other 18 45 Adjusted Free Cash Flow 14 115 Balance sheet(1) March 2024 Net debt ($ million) 6,729 Leverage: Net debt / LTM EBITDA (x) 3.4 FY2024 YTD highlights • Adjusted Free Cash Flow ~$100 million ahead of prior year • Improved working capital performance offsets higher interest and tax payments and lower adjusted EBITDA • FY24 Adjusted Free Cash Flow guidance range of approximately $850 to $950 million reaffirmed • Leverage in line with expectations • Leverage expected to decrease to approximately 3x at June 30, 2024 • ~$570 million cash returns to shareholders Full year Adjusted Free Cash Flow guidance range reaffirmed
10 Fiscal 2024 Adjusted EPS guidance raised Amcor’s guidance contemplates a range of factors which create a higher degree of uncertainty and additional complexity when estimating future financial results. Refer to slide 2 for further information. Reconciliations of the fiscal 2024 projected non-GAAP measures are not included herein because the individual components are not known with certainty as individual financial statements for fiscal 2024 have not been completed. FY23 Adjusted EPS Organic growth Share repurchases Interest & tax expense Russia divestment FX FY24 Adjusted EPS +/-LSD% up to ~2% ~2% • FY24 Adjusted EPS assumptions include: • 4Q24 Adjusted EPS up MSD compared with the prior year in comparable constant currency terms • Estimated net interest expense of $310 to $320 million (pre-tax) • Sale of three plants in Russia in December 2022, FY24 unfavorable impact all in 1H24 • Current foreign exchange rates prevail for the balance of fiscal 2024 • Adjusted Free Cash Flow of approximately $850 to $950 million • ~$70 million of share repurchases, related to program announced in fiscal 2023 Adjusted EPS Guidance up to (~6%) (~3%) 73.3 cps 68.5-71 cps Comparable constant currency range down LSD-MSD% Notes: LSD is ‘Low-Single Digit’. MSD is ‘Mid-Single Digit’.
Key messages 11 1. Third quarter results ahead of expectations 2. Sequential improvement in volumes and a return to earnings growth in the quarter 3. Fiscal 2024 Adjusted EPS guidance raised 4. Confident in long term growth and value creation strategy
Appendix slides Supplementary schedules and reconciliations
Multiple drivers of organic growth Priority Categories Emerging Markets >$3 bn Emerging Markets sales across 25 countries: Driving value through differentiated packaging: Innovation ProteinHealthcare Hot-fill beverage 13 Historic MSD volume growth across Emerging Markets portfolio >$4 bn sales in higher growth, higher value categories: Notes: MSD is ‘Mid-Single Digit’. Premium Coffee Pet food Historic MSD volume growth drives mix improvement and margin expansion ~$100m invested every year in our industry leading R&D capabilities More sustainable packaging To preserve food and healthcare products, protect consumers and promote brands
FX translation impact 14 EUR 20-30% Other currencies(2) 20-30% USD 45-55% EUR:USD Euro stronger vs USD, Average USD to EUR rate 3Q24 0.9231 vs 3Q23 0.9687 3Q24 YTD USD million impact on Adjusted Net income 5% 8 Other currencies(2):USD Other currencies weighted average vs USD stronger for 3Q24 vs 3Q23 average rates 3Q24 YTD USD million impact on Adjusted Net income 2% 5 (1) Approximate ranges based on adjusted Net income by currency. (2) Includes all currencies other than USD and EUR Total currency impact $ million Adjusted EBIT 16 Adjusted Net income 13 Combined Net income currency exposures(1) 3Q24 YTD currency impact
Reconciliations of non-GAAP financial measures 15
Reconciliations of non-GAAP financial measures 16
Reconciliations of non-GAAP financial measures 17
Reconciliations of non-GAAP financial measures 18
Reconciliations of non-GAAP financial measures 19