Amcor AMCR · USD

Segments The Company's business is organized and presented in two reportable segments based on product lines as outlined below. In connection with the Merger, the Company renamed its reportable segments from Flexibles to Global Flexible Packaging Solutions and from Rigid Packaging to Global Rigid Packaging Solutions. Following the Merger, the historical results of the Flexibles reportable segment are presented within the Global Flexible Packaging Solutions reportable segment and those of the Rigid Packaging reportable segment within the Global Rigid Packaging Solutions reportable segment.Global Flexible Packaging Solutions: 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. Global Rigid Packaging Solutions: Consists of operations that manufacture rigid containers and closures 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. In the fourth quarter of fiscal year 2025, following the Merger with Berry, the Company appointed Chief Operating Officers to lead each of its reportable segments. The Chief Operating Officers report directly to the Company's Chief Operating Decision Maker ("CODM") which the Company has determined is its Chief Executive Officer. The Company's measure of profit for its reportable segments is adjusted earnings before interest and taxes ("Adjusted EBIT"). The Company defines Adjusted EBIT as operating income adjusted to eliminate the impact of certain items that the Company does not consider indicative of its ongoing operating performance and to include equity in income/(loss) of affiliated companies, net of tax. The Company's management, including the CODM, uses Adjusted EBIT to evaluate segment performance and allocate resources. The accounting policies of the reportable segments are the same as those in the consolidated financial statements.

DebtLong-Term Debt The following table summarizes the carrying value of long-term debt as of June 30, 2025, and 2024, respectively: June 30, ($ in millions)MaturitiesInterest rates20252024Term debtU.S. dollar notes, $500 million (2)May 20254.00 %$— $500 First Priority Senior Secured Notes, $1,525 million (2)Jan 20261.57 %1,525 — U.S. dollar notes, $600 million (2)Apr 20263.63 %600 600 First Priority Senior Secured Notes, $750 millionJul 20264.88 %750 — U.S. dollar notes, $300 millionSep 20263.10 %300 300 U.S. dollar notes, $400 millionJan 20271.65 %400 — Euro bonds, €375 million (3)Jan 20271.50 %439 — Euro bonds, €500 millionJun 20271.13 %585 535 U.S. dollar notes, $725 million (1)Mar 20284.80 %725 — U.S. dollar notes, $500 millionApr 20285.50 %500 — U.S. dollar notes, $500 million (4)May 20284.50 %500 500 U.S. dollar notes, $500 million May 20295.45 %500 500 U.S. dollar notes, $725 million (1)Mar 20305.10 %725 — U.S. dollar notes, $500 millionJun 20302.63 %500 500 U.S. dollar notes, $800 million (4)May 20312.69 %800 800 U.S. dollar notes, $800 millionJun 20315.80 %800 — Euro notes, €500 million May 20323.95 %585 535 U.S. dollar notes, $500 million May 20335.63 %500 500 U.S. dollar notes, $800 millionJan 20345.65 %800 — U.S. dollar notes, $750 million (1)Mar 20355.50 %750 — Total term debt$12,284 $5,270 Bank loans$23 $25 Commercial paper (2)1,702 1,386 Other loans33 20 Finance lease obligations56 43 Fair value hedge accounting adjustments (5)(63)(92)Unamortized discounts and debt issuance costs(53)(37)Total debt$13,982 $6,615 Less: current portion(141)(12)Total long-term debt$13,841 $6,603 (1)On March 17, 2025, the Company issued additional guaranteed senior notes in an aggregate principal amount of $2.2 billion (collectively, the “Notes”). The Notes consist of (i) $725 million principal amount of 4.80% Guaranteed Senior Notes due March 2028, (ii) $725 million principal amount of 5.10% Guaranteed Senior Notes due March 2030 and (iii) $750 million principal amount of 5.50% Guaranteed Senior Notes due March 2035. The Notes are senior unsecured obligations and are unconditionally guaranteed on a senior unsecured basis by the Company and certain of its subsidiaries. The Company used the net proceeds from the Notes to repay certain existing indebtedness of Berry in connection with the closing of the Merger.

Income Taxes Amcor plc is a tax resident of the United Kingdom of Great Britain and Northern Ireland ("UK"). The components of income before income taxes and equity in income/(loss) of affiliated companies were as follows:Years ended June 30, ($ in millions)202520242023Domestic (UK)$(210)$(108)$82 Foreign860 1,015 1,169 Total income before income taxes and equity in income/(loss) of affiliated companies$650 $907 $1,251 Income tax expense consisted of the following:Years ended June 30, ($ in millions)202520242023Current tax:Domestic (UK)$1 $2 $3 Foreign259 198 247 Total current tax260 200 250 Deferred tax:Domestic (UK)(17)18 (6)Foreign(108)(55)(51)Total deferred tax(125)(37)(57)Income tax expense$135 $163 $193 The following is a reconciliation of income tax computed at the United Kingdom statutory tax rate of 25.0%, 25.0%, and 20.5% for fiscal years 2025, 2024, and 2023, respectively, to income tax expense.Years ended June 30, ($ in millions)202520242023Income tax expense at statutory rate$163 $226 $256 Foreign tax rate differential(3)(3)54 Capital gain on the sale of the Russian business— — (63)Non-deductible expenses, non-taxable items, net33 (6)16 Change in valuation allowance(18)3 (7)Uncertain tax positions, net(18)(51)(39)Other (1)(22)(6)(24)Income tax expense$135 $163 $193 (1)In fiscal year 2025, Other is comprised of adjustments to prior year which resulted in a $15 million benefit, movement in deferred tax positions with a $9 million benefit, effect of foreign currency exchange, changes in tax rates and other individually immaterial items. In fiscal year 2024, Other is comprised of adjustments to prior year provisions, movement in deferred tax positions, including a $15 million benefit from the Swiss Tax Reform, effects of foreign currency exchange rates, including a $14 million benefit from inflation adjustment in Argentina, partially offset by changes in tax rates, and other individually immaterial items. In fiscal year 2023, Other is comprised of effects of foreign currency exchange of $25 million, adjustments to prior year, movement in deferred tax positions, changes in tax rate, and other individually immaterial items. Amcor operates in over forty different jurisdictions with a wide range of statutory tax rates. The tax expense from operating in non-UK jurisdictions in excess of the UK statutory tax rate is included in the line "Foreign tax rate differential" in the above tax rate reconciliation table.

Share-based Compensation The Company's equity incentive plans include grants of share options, restricted share units, performance shares, performance rights, and share rights. In fiscal years 2025, 2024, and 2023, share options and performance rights or performance shares (awarded to U.S. participants in place of performance rights) were granted to officers and employees. The exercise price for share options was set at the time of grant. The requisite service period for outstanding share options, performance rights, or performance shares ranges from three to four years. The awards are also subject to performance and market conditions. At vesting, share options can be exercised and converted to ordinary shares on a one-for-one basis, subject to payment of the exercise price. The contractual terms of the share options range from five to ten years from the grant date. At vesting, performance rights can be exercised and converted to ordinary shares on a one-for-one basis. Performance shares vest automatically and convert to ordinary shares on a one-for-one basis. Restricted share units may be granted to directors, officers, and employees of the Company and vest on terms as described in the award. The restrictions prevent the participant from disposing of the restricted share units during the vesting period. The fair value of restricted share units is determined based on the closing price of the Company's shares on the grant date. Share rights may be granted to directors, officers, and employees of the Company and vest on terms as described in the award. The restrictions prevent the participant from disposing of the share rights during the vesting period. The fair value of share rights is determined based on the closing price of the Company's shares on the grant date, adjusted for dividend yield. In connection with the Merger, outstanding Berry share-based compensation and cash-settled awards (the "Berry Awards") including restricted stock unit (RSU) and performance share unit (PSU) awards were replaced with Amcor share rights and options awards with generally the same terms and conditions as the original awards subject to the terms of the Merger Agreement. Outstanding short-term Berry options were deemed fully vested at the close of the transaction and unvested options were converted into Amcor option awards with generally the same terms and conditions as the original awards subject to the terms of the Merger Agreement.

Leases The components of lease expense are as follows:Years ended June 30, ($ in millions)202520242023Operating lease expense (1)$167 $135 $127 Short-term and variable lease expense (2)27 14 21 Finance lease expenseAmortization of right-of-use assets (2)4 4 4 Interest on lease liabilities (3)1 1 2 Total lease expense$199 $154 $154 (1)Included in both cost of sales and selling, general, and administrative expenses(2)Included primarily in cost of sales(3)Included in interest expense The Company's leases do not contain any material residual value guarantees or material restrictive covenants. As of June 30, 2025, the Company does not have material lease commitments that have not commenced. Supplemental balance sheet information related to leases:June 30,($ in millions)Balance Sheet Location20252024AssetsOperating lease right-of-use assets, netOperating lease assets$1,116 $567 Finance lease assets, net (1)Property, plant, and equipment, net75 57 Total lease assets, net$1,191 $624 LiabilitiesOperating leases:Current operating lease liabilitiesOther current liabilities$240 $114 Non-current operating lease liabilitiesOperating lease liabilities910 488 Finance leases:Current finance lease liabilitiesCurrent portion of long-term debt15 11 Non-current finance lease liabilitiesLong-term debt, less current portion41 32 Total lease liabilities$1,206 $645 (1)Finance lease assets are recorded net of accumulated amortization of $15 million and $11 million as of June 30, 2025 and 2024, respectively. Supplemental cash flow information related to leases:Years ended June 30, ($ in millions)202520242023Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases$159 $127 $118 Operating cash flows from finance leases1 1 2 Financing cash flows from finance leases12 11 11 Lease assets obtained in exchange for new lease obligations:Operating leases (1)$639 $44 $26 Finance leases20 3 — Other non-cash modifications to lease assets:Operating leases20 73 33 (1)Fiscal year 2025 primarily includes operating leases acquired in the Merger.

Acquisitions and DivestituresAcquisitionsYear ended June 30, 2025 On November 19, 2024, Amcor plc, Aurora Spirit, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Berry Global Group, Inc., a Delaware corporation (“Berry”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). On April 30, 2025, the Company completed the Merger with Berry, a global leader in innovative packaging solutions based in the United States, acquiring 100 percent of their equity. Pursuant to the Merger Agreement, the purchase consideration of $10.4 billion, was based on the conversion of each outstanding share of Berry common stock issued (excluding shares held by Berry as treasury stock immediately prior to Merger) to 7.25 Amcor ordinary shares (and, if applicable, cash in lieu of fractional shares), fair value of converted vested Berry share-based awards at closing, fair value of converted unvested share-based awards attributable to pre-combination service, and debt required to be paid off at transaction close. In addition to the purchase consideration below, approximately $5.2 billion of debt was assumed by Amcor. The purchase price excludes transaction costs of $169 million incurred in the period ended June 30, 2025, which were expensed as incurred.The following table summarizes the fair value of consideration exchanged:($ in millions, except price per share)Berry shares outstanding at April 30, 2025 (in millions)117Share Exchange Ratio7.25Price per Share (Based on Amcor’s closing share price on April 30, 2025)$9.33 Total equity consideration issued to legacy Berry shareholders$7,897 Issuance of replacement equity awards$310 Repayment of outstanding Berry indebtedness upon consummation of Merger$2,190 Total consideration$10,397 In connection with the Merger, outstanding Berry share-based compensation awards, including restricted stock unit (RSU) and performance share unit (PSU) awards were replaced with Amcor RSU and options awards with generally the same terms and conditions as the original awards subject to the terms of the Merger Agreement. Outstanding short-term Berry options were deemed fully vested at the close of the transaction and unvested options were converted into Amcor option awards with generally the same terms and conditions as the original awards subject to the terms of the Merger Agreement.

($ in millions)Preliminary acquisition-date fair valuesCash and cash equivalents$555 Trade receivables1,313 Inventories1,543 Prepaid expenses and other current assets159 Property, plant, and equipment4,310 Operating lease assets589 Deferred tax assets39 Other intangible assets6,231 Employee benefit assets31 Other non-current assets19 Total identifiable assets acquired$14,789 Current portion of long-term debt$859 Short term debt1 Trade payables624 Accrued employee costs156 Other current liabilities990 Non-current operating lease liabilities474 Long-term debt, less current portion4,362 Deferred tax liabilities2,022 Employee benefit obligations154 Other non-current liabilities604 Total liabilities assumed$10,246 Net identifiable assets acquired4,543 Fair value of non-controlling interest(5)Goodwill5,859 Net assets acquired$10,397

While everyone at the Company plays a part in managing cybersecurity risks, oversight responsibility is shared by the Board of Directors, the Audit Committee, and management. The full Board of Directors receives an annual information technology report and an update from management, which includes an update on our cybersecurity efforts. The Board of Directors has delegated to the Audit Committee the review of the quarterly cybersecurity reports from management, which outline our cybersecurity risk management framework and include updates on our completed, on-going, and planned actions relating to cybersecurity risks. Our Chief Information Security Officer ("CISO") has over 20 years of experience in cybersecurity, including serving in similar roles at other public companies. Our CISO leads a team that focuses on the Company's cybersecurity, including primary responsibility for leading enterprise-wide information security strategy, processes, as well as assessing, identifying, and managing cybersecurity risks. The team is enhanced through ongoing interactions with third party experts to help protect the Company from the latest cybersecurity threats. In addition, we maintain a global cross functional cyber crisis team which is responsible for evaluating cybersecurity threats and overseeing compliance with regulatory security requirements. Our CISO reports to our Vice President of Information Technology who has 29 years of experience in Manufacturing and Financial Services and has been leading our IT function for 15 years. Our Vice President of Information Technology reports to our Chief Financial Officer. Our employees supporting our information security program have relevant educational and industry experience.