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, 2022 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 its 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, 2022.
There have been no material changes to the accounting policies followed by the Company during the current fiscal year. The Company reclassified prior year inventory comparatives in the condensed consolidated balance sheets to conform to the current year's presentation which provides the breakdown of inventory. This change in presentation did not have an impact on the Company’s financial condition or operating results. 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 November 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-10, Government Assistance (Topic 832) that adds certain disclosure requirements for entities that receive government assistance. The standard is effective for annual periods beginning after December 15, 2021 with early adoption permitted. The Company adopted ASU 2021-10 on July 1, 2022, and the adoption did not have a material impact on the Company's condensed consolidated financial statements. ASU 2021-10 may have an impact on the Company’s disclosures in the future, if government assistance provided to the Company were to become material.
Accounting Standards Not Yet Adopted
In September 2022, the 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 new standard's requirement to disclose the key terms of supplier finance programs is effective for all interim and annual periods beginning with the Company's fiscal year ending June 30, 2024. The new standard does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. Early adoption is permitted. The Company will adopt this new disclosure guidance in the first quarter of fiscal year 2024.
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 - Restructuring and Other Related Activities, Net
Restructuring and other related activities, net, as reported on the unaudited condensed consolidated statements of income are summarized as follows:
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| | Three Months Ended March 31, | | Nine Months Ended March 31, | |
($ in millions) | | 2023 | | 2022 | | 2023 | | 2022 | | | | |
Gain on disposal of Russian business, net | | $ | — | | | $ | — | | | $ | 215 | | | $ | — | | | | | |
Restructuring and related expenses, net | | (50) | | | (9) | | | (53) | | | (27) | | | | | |
Restructuring and other related activities, net | | $ | (50) | | | $ | (9) | | | $ | 162 | | | $ | (27) | | | | | |
A pre-tax net gain on disposal of the Company's three manufacturing facilities in Russia ("Russian business") of $215 million was recognized in the nine months ended March 31, 2023. The carrying value of the Russian business had previously been impaired by $90 million in the quarter ended June 30, 2022. For further information, refer to Note 4, "Held for Sale" and Note 5, "Acquisitions and Disposals."
Refer to Note 6, "Restructuring" for information on restructuring and related expenses, net.
Note 4 - Held for Sale
During the fourth quarter of fiscal year 2022, the Company classified the assets and liabilities of its Russian operations as held for sale as a result of the Company's decision to sell its Russian business, and recorded an impairment of $90 million. On December 23, 2022, the Company completed the sale of the Russian business and derecognized the assets and liabilities previously classified as held for sale. The disposal did not represent a strategic shift that had a major effect on the Company's operations and financial results, and therefore did not qualify for reporting as a discontinued operation. The Russian business was part of the Company's Flexibles reportable segment. For further information, refer to Note 5, "Acquisitions and Disposals."
Major classes of assets and liabilities of the Russian business classified as held for sale were as follows:
| | | | | | | | | | | | | | |
($ in millions) | | March 31, 2023 | | June 30, 2022 |
Cash and cash equivalents | | $ | — | | | $ | 75 | |
Trade receivables, net | | — | | | 66 | |
Inventories, net | | — | | | 40 | |
Prepaid expenses and other current assets | | — | | | 36 | |
Property, plant, and equipment, net | | — | | | 49 | |
Goodwill | | — | | | 16 | |
Total assets held for sale | | — | | | 282 | |
Less accumulated impairment (1) | | — | | | (90) | |
Total assets held for sale, net | | $ | — | | | $ | 192 | |
| | | | |
Trade payables | | — | | | 65 | |
Total current liabilities held for sale | | $ | — | | | $ | 65 | |
(1) Inclusive of accumulated other comprehensive loss related to the Russian business.
This table excludes other non-material assets and liabilities that are held for sale but not part of the Russian business.
Note 5 - Acquisitions and Disposals
Acquisition of DGPack s.r.o
On August 1, 2022, the Company completed the acquisition of 100% equity interest in DGPack s.r.o., a Czech Republic company that operates a world-class flexible packaging manufacturing plant. The purchase consideration amounted to $60 million and is subject to customary post-closing adjustments. The consideration includes $6 million that is expected to be paid in the fourth quarter of fiscal year 2023. The acquisition is part of the Company's Flexibles reportable segment and resulted in the recognition of acquired identifiable net assets of $36 million and goodwill of $24 million. Goodwill is not deductible for tax purposes. The fair values of the identifiable net assets acquired and goodwill are based on the Company's best estimate as of March 31, 2023 and are considered preliminary. The fair value estimates were based on income, market, and cost valuation methods. 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.
Pro forma information related to the acquisition of DGPack s.r.o. has not been presented, as the effect of the acquisition on the Company's consolidated financial statements was not material.
Acquisition of MDK Packaging Materials Co., Ltd
On March 17, 2023, the Company completed the acquisition of 100% equity interest in MDK Packaging Materials Co., Ltd that operates a medical device packaging manufacturing site in Shanghai, China. The purchase consideration amounted to $60 million and 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 $20 million and goodwill of $40 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 March 31, 2023 and are considered preliminary. The fair value estimates were based on income, market, and cost valuation methods. 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.
Pro forma information related to the acquisition of MDK Packaging Materials Co., Ltd. has not been presented, as the effect of the acquisition on the Company's consolidated financial statements was not material.
Disposal of Russian business
On December 23, 2022, the Company completed the sale of the Russian business after receiving all necessary regulatory approvals and cash proceeds, including receipt of closing cash balances. The sale follows the Company’s previously announced plan to pursue the orderly sale of its Russian business. The total net cash consideration received, excluding disposed cash and items settled net, was $365 million and resulted in a pre-tax net gain of $215 million. The carrying value of the Russian business had previously been impaired by $90 million in the quarter ended June 30, 2022. The impairment charge was based on the Company's best estimate of the fair value of its Russian business, which considered the wide range of indicative bids received and uncertain regulatory environment. The net pre-tax gain on disposal of the Russian business was recorded as restructuring and other related activities, net within the unaudited condensed consolidated statements of income. The Russian business had a net carrying value of $252 million, including allocated goodwill of $46 million and accumulated other comprehensive losses of $73 million, primarily attributed to foreign currency translation adjustments.
Note 6 - Restructuring
Restructuring and related expenses, net were $50 million and $9 million during the three months ended March 31, 2023 and 2022, respectively, and $53 million and $27 million in the nine months ended March 31, 2023 and 2022, respectively. The net expenses related to restructuring activities have been presented on the unaudited condensed consolidated statements of income as restructuring and other related activities, net. The Company's restructuring activities in the three and nine months ended March 31, 2023 primarily comprised of restructuring activities related to the 2023 Restructuring Plan (as defined below). The Company's restructuring activities in the three and nine months ended March 31, 2022 included expenses related to the Company's 2019 plan from the integration of the acquired Bemis operations, which was substantially completed at the end of fiscal year 2022.
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 Russian business to various cost saving initiatives to partly help offsetting divested earnings from the Russian business (the "2023 Restructuring Plan" or the "Plan"). Under this Plan, the Company has initiated in the third quarter of fiscal year 2023 projects with an expected cost of approximately $95 million, of which $42 million relates to employee-related expenses, $20 million to fixed asset related expenses, $23 million to other restructuring expenses, and $10 million to restructuring related expenses. Of the total Plan cost initiated in the third quarter of fiscal year 2023, approximately $50 million is expected to result in net cash expenditures. The Plan includes both the Flexibles and Rigid Packaging reportable segments and is expected to be substantially completed by the end of fiscal year 2024.
As of March 31, 2023, as part of this Plan, the Company has incurred $37 million in employee-related expenses, $1 million in fixed asset related expenses, $2 million in other restructuring, and $2 million in restructuring related expenses, with $36 million incurred in the Flexibles reportable segment and $6 million incurred in the Rigid Packaging reportable segment. To date, the Plan has resulted in approximately $7 million in cash outflows. The Company continues to evaluate different options to partly offset divested earnings from the Russian business across its global footprint and expects to disclose the total Plan cost at the end of fiscal year 2023.
Restructuring related expenses are directly attributable to restructuring activities; however, they do not qualify for special accounting treatment as exit or disposal activities. The Company believes the disclosure of restructuring related costs provides more information on the total cost of the 2023 Restructuring Plan. The restructuring related costs relate primarily to the closure of facilities and include costs to replace graphics, train new employees on relocated equipment, and other startup costs.
Other Restructuring Plans
The Company has entered into other individually immaterial restructuring plans ("Other Restructuring Plans"). The Company's other restructuring charges are primarily employee costs.
An analysis of the Company's restructuring plan liability is as follows:
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($ in millions) | | Employee Costs | | Fixed Asset Related Costs | | Other Costs | | Total Restructuring Costs |
Liability balance as of June 30, 2022 | | $ | 97 | | | $ | 3 | | | $ | 18 | | | $ | 118 | |
Net charges to earnings (1) | | 37 | | | 4 | | | 8 | | | 49 | |
| | | | | | | | |
Cash paid | | (25) | | | (1) | | | (14) | | | (40) | |
Non-cash and other | | — | | | (3) | | | — | | | (3) | |
Foreign currency translation | | 3 | | | — | | | 1 | | | 4 | |
Liability balance as of March 31, 2023 | | $ | 112 | | | $ | 3 | | | $ | 13 | | | $ | 128 | |
(1)Excludes $4 million of restructuring related expenses incurred in the nine months ended March 31, 2023.
The table above includes liabilities arising from the 2023 Restructuring Plan and Other Restructuring Plans.
The Company expects the majority of the liability for employee, fixed assets related, and other costs as of March 31, 2023 to be paid within the next twelve months. The accruals related to restructuring activities have been recorded on the unaudited condensed consolidated balance sheets under other current liabilities and other non-current liabilities.
Note 7 - Goodwill and Other Intangible Assets, Net
Goodwill
Changes in the carrying amount of goodwill attributable to each reportable segment, excluding amounts that were classified as held for sale as of June 30, 2022, were as follows:
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($ in millions) | | Flexibles Segment | | Rigid Packaging Segment | | Total |
Balance as of June 30, 2022 | | $ | 4,307 | | | $ | 978 | | | $ | 5,285 | |
Acquisitions (1) | | 64 | | | — | | | 64 | |
Disposals (2) | | (30) | | | — | | | (30) | |
Foreign currency translation | | 24 | | | (5) | | | 19 | |
Balance as of March 31, 2023 | | $ | 4,365 | | | $ | 973 | | | $ | 5,338 | |
(1)Acquisitions are attributed to goodwill recognized in connection with the business combinations detailed in Note 5, "Acquisitions and Disposals."
(2)Disposals are attributed to additional goodwill allocated to the Russian business, following the disposal of the business on December 23, 2022. As of June 30, 2022, $16 million of goodwill attributable to the Russian business was classified as assets held for sale. For further information, refer to Note 4, "Held for Sale" and Note 5, "Acquisitions and Disposals."
Goodwill is not amortized but is tested for impairment annually in the fourth quarter of the fiscal year, or during interim periods if events or circumstances arise which indicate that goodwill may be impaired.
Other Intangible Assets, Net
Other intangible assets, net were comprised of the following:
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| | March 31, 2023 |
($ in millions) | | Gross Carrying Amount | | Accumulated Amortization and Impairment (1) | | Net Carrying Amount |
Customer relationships | | $ | 1,979 | | | $ | (628) | | | $ | 1,351 | |
Computer software | | 249 | | | (180) | | | 69 | |
Other (2) | | 326 | | | (198) | | | 128 | |
Total other intangible assets | | $ | 2,554 | | | $ | (1,006) | | | $ | 1,548 | |
| | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 |
($ in millions) | | Gross Carrying Amount | | Accumulated Amortization and Impairment (1) | | Net Carrying Amount |
Customer relationships | | $ | 1,970 | | | $ | (529) | | | $ | 1,441 | |
Computer software | | 235 | | | (162) | | | 73 | |
Other (2) | | 323 | | | (180) | | | 143 | |
Total other intangible assets | | $ | 2,528 | | | $ | (871) | | | $ | 1,657 | |
(1)Accumulated amortization and impairment included $34 million and $33 million for March 31, 2023 and June 30, 2022, respectively, of accumulated impairment in the Other category.
(2)Other included $17 million and $16 million for March 31, 2023 and June 30, 2022, respectively, of acquired intellectual property assets not yet being amortized as the related R&D projects have not yet been completed.
Amortization expenses for intangible assets were $43 million and $45 million during the three months ended March 31, 2023 and 2022, respectively, and $130 million and $135 million during the nine months ended March 31, 2023 and 2022, respectively.
Note 8 - Fair Value Measurements
The fair values of the Company's financial assets and financial liabilities listed below reflect the amounts that would be received to sell the assets or paid to transfer the liabilities in an orderly transaction between market participants at the measurement date (exit price).
The Company's non-derivative financial instruments primarily include cash and cash equivalents, trade receivables, trade payables, short-term debt, and long-term debt. As of March 31, 2023 and June 30, 2022, the carrying value of these financial instruments, excluding long-term debt, approximated fair value because of the short-term nature of these instruments.
The carrying value of long-term debt with variable interest rates approximates its fair value. The fair value of the Company's long-term debt with fixed interest rates is based on market prices, if available, or expected future cash flows discounted at the current interest rate for financial liabilities with similar risk profiles.
The carrying value and estimated fair value of long-term debt with fixed interest rates (including the effect of receive-fixed/pay-variable interest rate swaps) were as follows:
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| | March 31, 2023 | | June 30, 2022 |
| | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
($ in millions) | | | (Level 2) | | | (Level 2) |
Total long-term debt with fixed interest rates (excluding commercial paper and finance leases) | | $ | 3,645 | | | $ | 3,342 | | | $ | 3,952 | | | $ | 3,694 | |
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:
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| | March 31, 2023 |
($ in millions) | | Level 1 | | Level 2 | | Level 3 | | Total |
Assets | | | | | | | | |
| | | | | | | | |
Forward exchange contracts | | — | | | 8 | | | — | | | 8 | |
Interest rate swaps | | — | | | 7 | | | — | | | 7 | |
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Total assets measured at fair value | | $ | — | | | $ | 15 | | | $ | — | | | $ | 15 | |
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Liabilities | | | | | | | | |
Contingent purchase consideration liabilities | | $ | — | | | $ | — | | | $ | 36 | | | $ | 36 | |
Commodity contracts | | — | | | 1 | | | — | | | 1 | |
Forward exchange contracts | | — | | | 3 | | | — | | | 3 | |
| | | | | | | | |
Interest rate swaps | | — | | | 83 | | | — | | | 83 | |
Total liabilities measured at fair value | | $ | — | | | $ | 87 | | | $ | 36 | | | $ | 123 | |
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| | June 30, 2022 |
($ in millions) | | Level 1 | | Level 2 | | Level 3 | | Total |
Assets | | | | | | | | |
Commodity contracts | | $ | — | | | $ | 6 | | | $ | — | | | $ | 6 | |
Forward exchange contracts | | — | | | 7 | | | — | | | 7 | |
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Total assets measured at fair value | | $ | — | | | $ | 13 | | | $ | — | | | $ | 13 | |
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Liabilities | | | | | | | | |
Contingent purchase consideration liabilities | | $ | — | | | $ | — | | | $ | 16 | | | $ | 16 | |
Commodity contracts | | — | | | 3 | | | — | | | 3 | |
Forward exchange contracts | | — | | | 17 | | | — | | | 17 | |
Interest rate swaps | | — | | | 69 | | | — | | | 69 | |
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Total liabilities measured at fair value | | $ | — | | | $ | 89 | | | $ | 16 | | | $ | 105 | |
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. As of March 31, 2023, the Company's contingent purchase consideration liabilities of $36 million consisted of $26 million relating to consideration for business acquisitions where payments are contingent on the Company vacating a certain property or meeting certain performance targets. Included in the previously mentioned $26 million are $20 million of contingent consideration relating to a current period acquisition (refer to Note 5, "Acquisitions and Disposals"). The remaining $10 million liability 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 the income approach with significant inputs that are not observable in the market. Key assumptions include the 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 assets and liabilities at fair value on a nonrecurring basis. These nonrecurring fair value measurements are considered to be Level 3 in the fair value hierarchy.
As further discussed in Note 4, "Held for Sale" during the fourth quarter of fiscal year 2022, the Company met the criteria to recognize the Russian business as held for sale which resulted in the Company remeasuring the disposal group at its fair value, less cost to sell, which is considered a Level 3 fair value measurement and recognized an impairment charge of $90 million in the quarter ended June 30, 2022. In establishing the fair value, less cost to sell, as of June 30, 2022, management evaluated pre-diligence offers received and discounted them after considering various uncertainties present at the time, including evolving customer decisions on remaining in the region and decisions to move business out of the region. In addition, management consulted with an external advisor to assess the discount that the Russian government was likely to apply to the transaction value given the newly introduced requirement to obtain approval of the transaction and agreed purchase consideration from a Russian government commission prior to the sale. The Company completed the disposal of its Russian business in the second quarter of fiscal year 2023 and as of March 31, 2023, the Company's other assets and liabilities held for sale are immaterial. Refer to Note 4, "Held for Sale" for further information.
Resulting from the disposal of non-core assets during the nine months ended March 31, 2022, the Company has recorded an expense of $9 million, predominantly to adjust the long-lived assets to their fair value less cost to sell as determined in reference to the selling price in the signed sale and purchase agreement. During the nine months ended March 31, 2022, long-
lived assets with a carrying value of $12 million were written down to a fair value of zero as the Company's Durban, South Africa, manufacturing facility was destroyed in a fire as the result of general civil unrest. In addition, other long-lived assets in South Africa, with a carrying amount of $8 million, were written down to their estimated fair value of $4 million using Level 3 inputs. These expenses are included within other income/(expenses), net in the accompanying unaudited condensed consolidated statements of income.
The Company tests indefinite-lived intangibles, including goodwill, for impairment when facts and circumstances indicate the carrying value may not be recoverable. These nonrecurring fair value measurements are considered to be Level 3 in the fair value hierarchy. During the nine months ended March 31, 2023, and 2022, there were no impairment charges recorded on indefinite-lived intangibles, including goodwill.
Note 9 - Derivative Instruments
The Company periodically uses derivatives and other financial instruments to hedge exposures to interest rate, commodity price, and currency risks. The Company does not hold or issue derivative instruments for speculative or trading purposes. For hedges that meet the 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 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.
During the quarter ended December 31, 2022, the Company entered into interest rate swap contracts for a total notional amount of $1.25 billion. Under the terms of the contracts, the Company pays a weighted-average fixed rate of interest of 4.53% and receives a variable rate of interest, based on compound overnight SOFR, for the period from November 2022 through June 2023, settled monthly. During the quarter ended March 31, 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 March 31, 2023, the Company had no other receive-variable/pay-fixed interest rate swaps than those listed above. As of June 30, 2022, the Company had no 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 March 31, 2023, and June 30, 2022, the total notional amount of the Company’s receive-fixed/pay-variable interest rate swaps accounted for as fair value hedges of certain of the Company's term debt was $650 million.
Foreign Currency Risk
The Company manufactures and sells its products and finances its 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 March 31, 2023, and June 30, 2022, the notional amount of the outstanding forward contracts was $0.8 billion and $1.0 billion, respectively.
Commodity Risk
Certain raw materials used in the Company's production processes are subject to price volatility caused by weather, supply conditions, political and economic variables, and other unpredictable factors. The Company's policy is to minimize exposure to price volatility by passing through the commodity price risk to customers, including the use of fixed price swaps.
In some cases, the Company purchases, on behalf of customers, fixed price commodity swaps to offset the exposure of price volatility on the underlying sales contracts. These instruments are cash closed out on maturity and the related cost or benefit is passed through to customers. Information about commodity price exposure is derived from supply forecasts submitted by customers
and these exposures are hedged by central treasury units. Changes in the fair value of commodity hedges are recognized in AOCI. The cumulative amount of the hedge is recognized in the unaudited condensed consolidated statements of income when the forecasted transaction is realized.
The Company had the following outstanding commodity contracts to hedge forecasted purchases:
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| | March 31, 2023 | | June 30, 2022 |
Commodity | | Volume | | Volume |
Aluminum | | 13,541 tons | | 17,040 tons |
PET resin | | — lbs. | | 16,886,520 lbs. |
The following table provides the location of derivative instruments in the unaudited condensed consolidated balance sheets:
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($ in millions) | | Balance Sheet Location | | March 31, 2023 | | June 30, 2022 |
Assets | | | | | | |
Derivatives in cash flow hedging relationships: | | | | | | |
Commodity contracts | | Other current assets | | $ | — | | | $ | 6 | |
Forward exchange contracts | | Other current assets | | 3 | | | 3 | |
Forward exchange contracts | | Assets held for sale, net | | — | | | 3 | |
| | | | | | |
| | | | | | |
Derivatives not designated as hedging instruments: | | | | | | |
Forward exchange contracts | | Other current assets | | 5 | | | 1 | |
Interest rate swaps | | Other current assets | | 7 | | | — | |
Total current derivative contracts | | | | 15 | | | 13 | |
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Total non-current derivative contracts | | | | — | | | — | |
Total derivative asset contracts | | | | $ | 15 | | | $ | 13 | |
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Liabilities | | | | | | |
Derivatives in cash flow hedging relationships: | | | | | | |
Commodity contracts | | Other current liabilities | | $ | 1 | | | $ | 3 | |
Forward exchange contracts | | Other current liabilities | | 2 | | | 5 | |
| | | | | | |
Derivatives not designated as hedging instruments: | | | | | | |
Forward exchange contracts | | Other current liabilities | | 1 | | | 11 | |
| | | | | | |
Total current derivative contracts | | | | 4 | | | 19 | |
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 | | 83 | | | 69 | |
| | | | | | |
| | | | | | |
Total non-current derivative contracts | | | | 83 | | | 70 | |
Total derivative liability contracts | | | | $ | 87 | | | $ | 89 | |
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 (Effective Portion) | | Gain / (Loss) Reclassified from AOCI into Income (Effective Portion) |
| | | Three Months Ended March 31, | | Nine Months Ended March 31, |
($ in millions) | | | 2023 | | 2022 | | 2023 | | 2022 |
Derivatives in cash flow hedging relationships | | | | | | | | | | |
Commodity contracts | | Cost of sales | | $ | 4 | | | $ | 3 | | | $ | 2 | | | $ | 15 | |
Forward exchange contracts | | Net sales | | (1) | | | 1 | | | (2) | | | 1 | |
| | | | | | | | | | |
Treasury locks | | Interest expense | | (1) | | | (1) | | | (2) | | | (2) | |
Total | | | | $ | 2 | | | $ | 3 | | | $ | (2) | | | $ | 14 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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 March 31, | | Nine Months Ended March 31, |
($ in millions) | | | 2023 | | 2022 | | 2023 | | 2022 |
Derivatives not designated as hedging instruments | | | | | | | | | | |
Forward exchange contracts | | Other income/(expenses), net | | $ | (7) | | | $ | (9) | | | $ | (12) | | | $ | (42) | |
Interest rate swaps | | Other income/(expenses), net | | 6 | | | — | | | 7 | | | — | |
Total | | | | $ | (1) | | | $ | (9) | | | $ | (5) | | | $ | (42) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location of Gain (Loss) Recognized in the Unaudited Condensed Consolidated Statements of Income | | Gain (Loss) Recognized in Income for Derivatives in Fair Value Hedging Relationships |
| | | Three Months Ended March 31, | | Nine Months Ended March 31, |
($ in millions) | | | 2023 | | 2022 | | 2023 | | 2022 |
Derivatives in fair value hedging relationships | | | | | | | | | | |
Interest rate swaps | | Interest expense | | $ | 15 | | | $ | (42) | | | $ | (13) | | | $ | (49) | |
Forward exchange contracts | | Other income/(expense), net | | — | | | (12) | | | — | | | (12) | |
Total | | | | $ | 15 | | | $ | (54) | | | $ | (13) | | | $ | (61) | |
Note 10 - Components of Net Periodic Benefit Cost
Net periodic benefit cost for benefit plans included the following components:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | Nine Months Ended March 31, |
($ in millions) | | 2023 | | 2022 | | 2023 | | 2022 |
Service cost | | $ | 4 | | | $ | 6 | | | $ | 13 | | | $ | 18 | |
Interest cost | | 12 | | | 9 | | | 36 | | | 30 | |
Expected return on plan assets | | (14) | | | (14) | | | (42) | | | (47) | |
Amortization of actuarial loss | | 1 | | | 1 | | | 2 | | | 4 | |
Amortization of prior service credit | | (1) | | | (1) | | | (3) | | | (3) | |
| | | | | | | | |
Settlement costs | | — | | | — | | | — | | | 3 | |
Net periodic benefit cost | | $ | 2 | | | $ | 1 | | | $ | 6 | | | $ | 5 | |
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 income, net.
On October 12, 2021, the Company contracted with Pacific Life Insurance Company to purchase a group annuity contract and to transfer $186 million of its pension plan assets and related benefit obligations. This transaction required a remeasurement of the pension plan assets and obligations and resulted in the recognition of a $3 million non-cash pension settlement loss in the nine months ended March 31, 2022.
Note 11 - Debt
On March 22, 2023, the Company redeemed Euro bonds of a principal amount of €300 million (equivalent to $322 million) at maturity. The redemption was funded with commercial paper. The notes carried an interest rate of 2.75%.
As set forth in Note 9, "Derivative Instruments", during the quarter ended December 31, 2022, the Company entered into interest rate swap contracts for a total notional amount of $1.25 billion. During the quarter ended March 31, 2023, the Company entered into two additional interest rate swap contracts for a total notional amount of $1.2 billion.
Note 12 - Income Taxes
The provision for income taxes for the three and nine months ended March 31, 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 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 March 31, 2023 decreased by 5.0 percentage points compared to the three months ended March 31, 2022 from 21.0% to 16.0%, primarily due to differences in the income mix and discrete events.
The effective tax rate for the nine months ended March 31, 2023 decreased by 9.3 percentage points compared to the nine months ended March 31, 2022 from 21.8% to 12.5%, primarily due to the non-taxable gain on the sale of the Russian business, differences in the income mix and discrete events.
Note 13 - Shareholders' Equity
The changes in ordinary and treasury shares during the nine months ended March 31, 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, 2021 | | 1,538 | | | $ | 15 | | | 3 | | | $ | (29) | |
Share buy-back / cancellations | | (36) | | | — | | | — | | | — | |
Options exercised and shares vested | | — | | | — | | | (11) | | | 127 | |
| | | | | | | | |
Purchase of treasury shares | | — | | | — | | | 11 | | | (133) | |
Balance as of March 31, 2022 | | 1,503 | | | $ | 15 | | | 3 | | | $ | (35) | |
| | | | | | | | |
Balance as of June 30, 2022 | | 1,489 | | | $ | 15 | | | 2 | | | $ | (18) | |
Share buyback / cancellations | | (18) | | | — | | | — | | | — | |
Options exercised and shares vested | | — | | | — | | | (19) | | | 225 | |
| | | | | | | | |
Purchase of treasury shares | | — | | | — | | | 18 | | | (221) | |
Balance as of March 31, 2023 | | 1,471 | | | $ | 15 | | | 1 | | | $ | (14) | |
The changes in the components of accumulated other comprehensive loss during the nine months ended March 31, 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, 2021 | | $ | (691) | | | $ | (13) | | | $ | (54) | | | $ | (8) | | | $ | (766) | |
Other comprehensive income / (loss) before reclassifications | | (41) | | | — | | | (1) | | | 8 | | | (34) | |
Amounts reclassified from accumulated other comprehensive loss | | — | | | — | | | 4 | | | (11) | | | (7) | |
Net current period other comprehensive income / (loss) | | (41) | | | — | | | 3 | | | (3) | | | (41) | |
Balance as of March 31, 2022 | | $ | (732) | | | $ | (13) | | | $ | (51) | | | $ | (11) | | | $ | (807) | |
| | | | | | | | | | |
Balance as of June 30, 2022 | | $ | (892) | | | $ | (13) | | | $ | 40 | | | $ | (15) | | | $ | (880) | |
Other comprehensive loss before reclassifications | | (48) | | | — | | | (1) | | | (2) | | | (51) | |
Amounts reclassified from accumulated other comprehensive loss | | 74 | | | — | | | (1) | | | 1 | | | 74 | |
Net current period other comprehensive income / (loss) | | 26 | | | — | | | (2) | | | (1) | | | 23 | |
Balance as of March 31, 2023 | | $ | (866) | | | $ | (13) | | | $ | 38 | | | $ | (16) | | | $ | (857) | |
The following tables provide details of amounts reclassified from accumulated other comprehensive loss:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | Nine Months Ended March 31, |
($ in millions) | | 2023 | | 2022 | | 2023 | | 2022 |
Amortization of pension: | | | | | | | | |
Amortization of prior service credit | | $ | (1) | | | $ | (1) | | | $ | (3) | | | $ | (3) | |
Amortization of actuarial loss | | 1 | | | 1 | | | 2 | | | 4 | |
Effect of pension settlement | | — | | | — | | | — | | | 3 | |
Total before tax effect | | — | | | — | | | (1) | | | 4 | |
Tax effect on amounts reclassified into earnings | | — | | | — | | | — | | | — | |
Total net of tax | | $ | — | | | $ | — | | | $ | (1) | | | $ | 4 | |
| | | | | | | | |
(Gains) / losses on cash flow hedges: | | | | | | | | |
Commodity contracts | | $ | (4) | | | $ | (3) | | | $ | (2) | | | $ | (15) | |
Forward exchange contracts | | 1 | | | (1) | | | 2 | | | (1) | |
Treasury locks | | 1 | | | 1 | | | 2 | | | 2 | |
Total before tax effect | | (2) | | | (3) | | | 2 | | | (14) | |
Tax effect on amounts reclassified into earnings | | — | | | 1 | | | (1) | | | 3 | |
Total net of tax | | $ | (2) | | | $ | (2) | | | $ | 1 | | | $ | (11) | |
| | | | | | | | |
Losses on foreign currency translation: | | | | | | | | |
Foreign currency translation adjustment | | $ | — | | | $ | — | | | $ | 74 | | | $ | — | |
Total before tax effect | | — | | | — | | | 74 | | | — | |
Tax effect on amounts reclassified into earnings | | — | | | — | | | — | | | — | |
Total net of tax | | $ | — | | | $ | — | | | $ | 74 | | | $ | — | |
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. This exposes the Company to market price risk.
To manage the market price risk, the Company has entered into forward contracts for the purchase of its ordinary shares. As of March 31, 2023, the Company had forward contracts outstanding that mature between May 2023 and September 2023 to purchase 10 million shares at a weighted average price of $12.38. As of June 30, 2022, the Company had forward contracts outstanding maturing between November 2022 and June 2023 to purchase 14 million shares at a weighted average price of $12.67. During the nine months ended March 31, 2023, forward contracts related to 11 million shares were settled, which were outstanding as of June 30, 2022.
The forward contracts to purchase the Company's own shares are classified as a current liability. Equity is reduced by an amount equal to the fair value of the shares at inception. The carrying value of the forward contracts at each reporting period was determined based on the present value of the cost required to settle the contracts.
Note 14 - Segments
The Company's business is organized and presented in the two reportable segments outlined below:
Flexibles: Consists of operations that manufacture flexible and film packaging in the food and beverage, medical and pharmaceutical, fresh produce, snack food, personal care, and other industries. The Russian business results through the date of disposal are included in the Flexibles reportable segment.
Rigid Packaging: Consists of operations that manufacture rigid containers for a broad range of predominantly beverage and food products, including carbonated soft drinks, water, juices, sports drinks, milk-based beverages, spirits and beer, sauces, dressings, spreads and personal care items, and plastic caps for a wide variety of applications.
Other consists of the Company's undistributed corporate expenses including executive and functional compensation costs, equity method and other investments, intercompany eliminations, and other business activities.
The accounting policies of the reportable segments are the same as those in the unaudited condensed consolidated financial statements. Intersegment sales and transfers are not significant.
The following table presents information about reportable segments:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | Nine Months Ended March 31, |
($ in millions) | | 2023 | | 2022 | | 2023 | | 2022 |
| | | | | | | | |
Flexibles | | $ | 2,787 | | | $ | 2,837 | | | $ | 8,378 | | | $ | 8,184 | |
Rigid Packaging | | 880 | | | 871 | | | 2,643 | | | 2,451 | |
Other | | — | | | — | | | — | | | — | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Net sales | | $ | 3,667 | | | $ | 3,708 | | | $ | 11,021 | | | $ | 10,635 | |
| | | | | | | | |
Adjusted earnings before interest and taxes ("Adjusted EBIT") | | | | | | | | |
Flexibles | | $ | 337 | | | $ | 378 | | | $ | 1,043 | | | $ | 1,069 | |
Rigid Packaging | | 69 | | | 77 | | | 192 | | | 194 | |
Other | | (24) | | | (28) | | | (62) | | | (67) | |
Adjusted EBIT | | 382 | | | 427 | | | 1,173 | | | 1,196 | |
Less: 2019 Bemis Integration Plan | | — | | | (9) | | | — | | | (26) | |
| | | | | | | | |
Less: Amortization of acquired intangible assets from business combinations (1) | | (40) | | | (40) | | | (120) | | | (122) | |
| | | | | | | | |
Less: Impact of hyperinflation (2) | | (6) | | | (6) | | | (19) | | | (10) | |
Less: Net loss on disposals (3) | | — | | | — | | | — | | | (9) | |
Add/(Less): Property and other gains/(losses), net (4) | | — | | | 4 | | | — | | | (23) | |
Less: Pension settlement (5) | | — | | | — | | | — | | | (3) | |
Add/(Less): Russia-Ukraine conflict impacts (6) | | (48) | | | — | | | 156 | | | — | |
Less: Other (7) | | (4) | | | (2) | | | (2) | | | (4) | |
| | | | | | | | |
| | | | | | | | |
Interest income | | 15 | | | 5 | | | 35 | | | 15 | |
Interest expense | | (86) | | | (36) | | | (224) | | | (115) | |
| | | | | | | | |
Income before income taxes | | $ | 213 | | | $ | 343 | | | $ | 999 | | | $ | 899 | |
(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)Net loss on disposals for the nine months ended March 31, 2022 includes an expense of $9 million from the disposal of non-core assets. Refer to Note 8, "Fair Value Measurements" for more information.
(4)Property and other gains/(losses), net includes property and related business losses primarily associated with the destruction of the Company's Durban, South Africa facility during general civil unrest in July 2021, net of insurance recovery.
(5)Pension settlement for the nine months ended March 31, 2022 relates to the purchase of a group annuity contract and transfer of pension plan assets and related benefit obligations. Refer to Note 10, "Components of Net Periodic Benefit Cost" for more information.
(6)Russia-Ukraine conflict impacts in the nine months ended March 31, 2023 include a pre-tax net gain on sale of Russian business of $215 million (refer to Note 3, "Restructuring and Other Related Activities, Net"), and incremental costs and restructuring incurred in connection with the conflict.
(7)Other includes restructuring expenses and fair value gains on economic hedges in the three and nine months ended March 31, 2023. For the three and nine months ended March 31, 2022, Other includes costs associated with the Bemis transaction.
The following tables disaggregate net sales, excluding intersegment sales, by geography in which the Company operates based on manufacturing or selling operations:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2023 | | 2022 |
($ in millions) | | Flexibles | | Rigid Packaging | | Total | | Flexibles | | Rigid Packaging | | Total |
North America | | $ | 1,129 | | | $ | 688 | | | $ | 1,817 | | | $ | 1,103 | | | $ | 677 | | | $ | 1,780 | |
Latin America | | 271 | | | 192 | | | 463 | | | 262 | | | 194 | | | 456 | |
Europe | | 985 | | | — | | | 985 | | | 1,049 | | | — | | | 1,049 | |
Asia Pacific | | 402 | | | — | | | 402 | | | 423 | | | — | | | 423 | |
Net sales | | $ | 2,787 | | | $ | 880 | | | $ | 3,667 | | | $ | 2,837 | | | $ | 871 | | | $ | 3,708 | |
| | | | | | | | | | | | |
| | Nine Months Ended March 31, |
| | 2023 | | 2022 |
($ in millions) | | Flexibles | | Rigid Packaging | | Total | | Flexibles | | Rigid Packaging | | Total |
North America | | $ | 3,327 | | | $ | 2,037 | | | $ | 5,364 | | | $ | 3,152 | | | $ | 1,915 | | | $ | 5,067 | |
Latin America | | 825 | | | 606 | | | 1,431 | | | 769 | | | 536 | | | 1,305 | |
Europe | | 2,970 | | | — | | | 2,970 | | | 2,972 | | | — | | | 2,972 | |
Asia Pacific | | 1,256 | | | — | | | 1,256 | | | 1,291 | | | — | | | 1,291 | |
Net sales | | $ | 8,378 | | | $ | 2,643 | | | $ | 11,021 | | | $ | 8,184 | | | $ | 2,451 | | | $ | 10,635 | |
Note 15 - 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 shares, performance rights, performance shares, and share rights, if dilutive.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | Nine Months Ended March 31, |
(in millions, except per share amounts) | | 2023 | | 2022 | | 2023 | | 2022 |
Numerator | | | | | | | | |
Net income attributable to Amcor plc | | $ | 177 | | | $ | 269 | | | $ | 868 | | | $ | 696 | |
Distributed and undistributed earnings attributable to shares to be repurchased | | (1) | | | (1) | | | (6) | | | (2) | |
Net income available to ordinary shareholders of Amcor plc—basic and diluted | | $ | 176 | | | $ | 268 | | | $ | 862 | | | $ | 694 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Denominator | | | | | | | | |
Weighted-average ordinary shares outstanding | | 1,480 | | | 1,506 | | | 1,484 | | | 1,521 | |
Weighted-average ordinary shares to be repurchased by Amcor plc | | (10) | | | (3) | | | (11) | | | (4) | |
Weighted-average ordinary shares outstanding for EPS—basic | | 1,470 | | | 1,503 | | | 1,473 | | | 1,517 | |
Effect of dilutive shares | | 6 | | | 4 | | | 9 | | | 4 | |
Weighted-average ordinary shares outstanding for EPS—diluted | | 1,476 | | | 1,507 | | | 1,482 | | | 1,521 | |
| | | | | | | | |
Per ordinary share income | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Basic earnings per ordinary share | | $ | 0.120 | | | $ | 0.178 | | | $ | 0.585 | | | $ | 0.457 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Diluted earnings per ordinary share | | $ | 0.119 | | | $ | 0.178 | | | $ | 0.581 | | | $ | 0.456 | |
Note: Per share amounts are computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding and all other quarterly amounts may not equal the total year due to rounding.
Certain outstanding share options were excluded from the diluted earnings per share calculation because they were anti-dilutive. The excluded share options for the three and nine months ended March 31, 2023 represented an aggregate of 15 million and 13 million shares, respectively. The excluded share options for the three and nine months ended March 31, 2022 represented an aggregate of 9 million and 6 million shares, respectively.
Note 16 - 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. As of March 31, 2023, the Company had recorded accruals of $13 million, included in other non-current liabilities. The Company has estimated a reasonably possible loss exposure in excess of the accrual of $22 million as of March 31, 2023. The litigation process is subject to many uncertainties and the outcome of individual matters cannot be accurately predicted. The Company routinely assesses these matters as to the probability of ultimately incurring a liability and records the best estimate of the ultimate loss in situations where the likelihood of an ultimate loss is probable. The Company's assessments are based on its knowledge and experience, but the ultimate outcome of any of these matters may differ from the Company's estimates.
As of March 31, 2023, the Company has provided letters of credit of $39 million, judicial insurance of $1 million, and deposited cash of $13 million with the courts to continue to defend the cases.
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 only partially, cover the total potential exposures. As of March 31, 2023, the Company has recorded $17 million of aggregate accruals for its share of estimated future remediation costs at these sites.
In addition to the matters described above, as of March 31, 2023, the Company has also recorded aggregate accruals of $42 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 proceedings may result in monetary sanctions above a stated threshold. The Company uses a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required. Applying this threshold, there are no environmental matters required to be disclosed for the three and nine months ended March 31, 2023.
While the Company believes that its accruals are adequate to cover its future obligations, there can be no assurance that the ultimate payments will not exceed the accrued amounts. Nevertheless, based on the available information, the Company does not believe that its potential environmental obligations will have a material adverse effect upon its liquidity, results of operations, or financial condition.
Other Matters
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 upon its liquidity, results of operations, or financial condition.
Note 17 - Subsequent Events
On April 28, 2023, the Company signed an agreement to acquire a manufacturer of high-performance modular vacuum packaging equipment for the fresh meat, poultry, and dairy markets, based in New Zealand. This acquisition will complement the Company’s existing strength in film and enable a total system solution for automated protein packaging.
On May 2, 2023, the Company's Board of Directors declared a quarterly cash dividend of $0.1225 per share to be paid on June 20, 2023 to shareholders of record as of May 24, 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 May 23, 2023 to May 24, 2023, inclusive.