Annual Report FY25
Accelerating
the possible.
Right now.
Cover image: RS01-XTM digital capsule-based inhaler
Our Purpose.
Together, we elevate
customers, shape lives
and protect the future.
Navigating this report
Find out more online
www.amcor.com/investors
ADDING VALUE
Message from the Chairman and CEO
2
Markets at a glance
4
Amcor at a glance
6
Where we operate
8
Our strategy
10
Sustainability and innovation
12
Amcor Fiscal 2025 operating review
14
Form 10-K
18
Other information
148
Reconciliation of non-GAAP measures
151
Accelerating
the possible.
Right now.
1
Annual Report FY25
Message from the Chairman and CEO
On April 30, 2025, we successfully completed the
transformational merger with Berry Global. This strategic
merger brought together two highly complementary
businesses to create one of the industry’s most
comprehensive, multi-format portfolios of primary packaging
solutions for nutrition, health, beauty and wellness. We
closed the transaction ahead of schedule and are deeply
grateful to our teams around the world for their efforts
in navigating complexity and delivering this milestone in
under six months from announcement. Their dedication
and professionalism has laid the foundation for a more
agile, innovative and competitive Amcor. Heading into
Fiscal 2026, integration is well underway with substantial
cost and revenue synergies within our control.
Fiscal 2025 was a defining year for Amcor — one that
marked a bold new chapter in our journey to become
the packaging partner of choice, known for sustainability,
leadership, more consistent levels of volume-driven organic
growth and attractive shareholder returns. We entered
the year with a focus on value creation through disciplined
execution and resilience and we made steady progress,
delivering volume growth and improved earnings in the
face of a challenging macroeconomic environment.
Dear shareholders,
2
Annual Report FY25
SAFETY, CULTURE AND INTEGRATION
Our people remain at the heart of everything we do.
Our unwavering commitment to safety continues to be
a cornerstone of our culture. In Fiscal 2025, Amcor’s
legacy operations achieved a total recordable incident
rate of 0.27, with 68% of our sites operating injury-
free for the entire year, which is a testament to our
relentless focus on creating a safe, inclusive and high-
performing workplace. As we welcome more than
30,000 new colleagues from Berry, we are committed
to building on our combined strong safety track record
as we pursue our ultimate goal of zero injuries.
We continued to invest in leadership development,
training and employee engagement, reinforcing our
commitment to building a strong and agile organization.
As part of this effort, our combined team’s diverse
perspectives, deep experience and shared dedication to
excellence will further strengthen our strategic position.
Their integration marks an exciting step forward, and we
look forward to the innovation and collaboration that
will help drive long-term value for our shareholders.
INNOVATION AND SUSTAINABILITY AT SCALE
Amcor’s purpose — together, we elevate customers,
shape lives and protect the future — has never been more
relevant. Our R&D strength includes more than 1,500
professionals and an annual investment of approximately
$180 million. This scale enables us to accelerate innovation
in material science, smart packaging and sustainability.
We are sharpening our R&D focus to address our
customers’ most complex challenges — particularly
around recyclability, circularity and carbon reduction.
Over the years, we’ve made significant strides in
developing and commercializing recycle-ready
packaging solutions. Today, the vast majority of our
global portfolio is either recyclable or has a recycle-
ready alternative. Our teams remain laser-focused on
advancing technologies, materials and design innovations
to support our long-term vision of a circular economy.
With the addition of five new global Innovation Centers,
our expanded network now spans 10 locations worldwide
— accelerating the development and market launch
of next-generation packaging solutions tailored to the
evolving needs of customers and consumers alike.
FINANCIAL STRENGTH AND
STRATEGIC EXECUTION
On a combined basis, overall volumes for the fiscal
year were 1% higher compared to the prior year,
notwithstanding softer demand as we exited the year.
Full year reported net sales were up double-digits
compared to the prior year, largely as a result of two
months contribution from the Berry acquisition.
We are confident that the Berry combination will be
a powerful catalyst for long-term value creation. We
have identified significant cost and revenue synergies
— largely within our control — and expect to deliver
significant adjusted earnings per share accretion
by realizing a cumulative total of $650 million of
synergies by the end of Fiscal 2028. Integration is
progressing well with clear accountability, experienced
leadership and dedicated workstreams focused on
synergy realization and growth opportunities.
We continue to pay a compelling and growing
dividend, returning approximately $850 million to
shareholders through cash dividend payments.
POSITIONED FOR SUSTAINABLE GROWTH
As we enter Fiscal 2026, Amcor is a stronger, more
diversified company with a more powerful customer value
proposition, enhanced capabilities and a clear path forward.
We have several levers under our control that will lead
to strong earnings growth and significantly higher cash
generation over the next several years. We remain confident
in our ability to deliver significant earnings accretion in
Fiscal 2026 by realizing $260 million of pre-tax synergies,
reflecting the strength of our integration strategy and
execution capabilities. We are taking definitive actions that
will improve the financial performance of our businesses
and we are focusing the business on attractive nutrition,
health, beauty and wellness markets through portfolio
optimization. Each and all of these contribute to creating
a stronger business and long-term shareholder value. Our
strategic priorities are clear, our execution plans are in
motion and our confidence in the future is grounded in the
strength of our people, our purpose and our performance.
Thank you for your continued trust and support in Amcor.
Graeme Liebelt
Peter Konieczny
Chairman
Chief Executive Officer
We enter Fiscal 2026
as a stronger, more
diversified company with
enhanced capabilities and
a clear path forward.
3
Annual Report FY25
Health, beauty
and wellness
Flexible and rigid dispensing solutions for a wide range
of healthcare, beauty, personal care and home goods
~25%
of core portfolio global sales
Markets at a glance
Our expanded and uniquely positioned flexible
and rigid consumer packaging and dispensing
solutions serve the diverse needs of global
customers across nutrition, health, beauty and
wellness and specialty applications, creating a
comprehensive offering in key end markets.
Nutrition
Flexible and rigid packaging in key categories,
including protein, pet food, foodservice and liquids
~60%
of core portfolio global sales
4
Annual Report FY25
Specialty applications
Flexible and rigid solutions spanning industrial,
agricultural and other applications
~15%
of core portfolio global sales
~$20BN CORE PORTFOLIO – GLOBAL LEADER IN
CONSUMER PACKAGING AND DISPENSING SOLUTIONS
FOR NUTRITION, HEALTH, BEAUTY AND WELLNESS
(1) Sales figures presented on an unaudited combined basis as if the acquisition of Berry (and Berry’s disposals
of its HH&S and Tapes businesses) had occurred as of July 1, 2024.
(2) ~$20bn in identified core portfolio end markets. ~$2.5bn balance of FY25 revenue relates to businesses
identified for portfolio optimization, including North American beverage business and other smaller business.
1 Health, beauty and wellness
~25%
2 Beauty and wellness
12%
3 Healthcare
13%
11 Speciality
~15%
12 Niche applications
15%
13 Advanced solutions
72%
14 Value solutions
28%
4 Nutrition
~60%
5 Protein
12%
6 Liquid
8%
7 Foodservice
4%
8 Pet food
3%
9 Other dairy
5%
10 Nutrition other
28%
1
4
2
3
5
6
7
8
9
10
13
Sales by
end market
14
11
12
5
Annual Report FY25
Our comprehensive portfolio of
flexible and rigid products delivers
differentiated packaging solutions
all around the globe.
~$23bn
(1)
GLOBAL SALES LEADER
Global leader in consumer packaging and dispensing
solutions for nutrition, health, beauty and wellness.
~$13bn
(1)
Global sales from Global Flexible
Packaging Solutions
GLOBAL FLEXIBLE PACKAGING SOLUTIONS
Our Global Flexible Packaging Solutions segment develops
and supplies flexible and film packaging globally for food and
beverage, medical and pharmaceutical, personal care and
other industries. With approximately 42,000 employees at
210 manufacturing and support facilities in 36 countries,
the Global Flexible Packaging Solutions segment is one of
the world’s largest suppliers of polymer resin, aluminum and
fiber-based flexible packaging.
~$10bn
(1)
Global sales from Global Rigid
Packaging Solutions
GLOBAL RIGID PACKAGING SOLUTIONS
Our Global Rigid Packaging Solutions segment manufactures
rigid packaging containers, closures, dispensing solutions and
delivery devices and related products globally for a broad
range of predominantly beverage, food, healthcare and
personal care items. The Global Rigid Packaging Solutions
segment employs approximately 34,000 employees at
213 manufacturing and support facilities in 34 countries.
Amcor at a glance
6
Annual Report FY25
(1) “Amcor at a glance” sales figures presented on an unaudited combined basis as if the acquisition of Berry (and Berry’s disposals of its HH&S and Tapes businesses) had occurred
as of July 1, 2024.
Together, we elevate
customers, shape lives
and protect the future.
Our
Purpose
Our
Values
Our
Behaviors
SAFETY
CUSTOMERS
SUSTAINABILITY
AGILITY
WINNING
I DO
I CHAMPION
I PLAY
I MAKE
I DREAM
THE RIGHT THING
OUR CUSTOMERS
BIG
THINGS HAPPEN
FOR TEAM AMCOR
7
Annual Report FY25
Colleagues
>75,000
Where we operate
Our global product
innovation and sustainability
expertise enables us to
solve packaging challenges
around the world every day.
Global
capabilities
Local impact
Locations worldwide
400+
8
Annual Report FY25
Innovation centers
10
R&D
~$180m
invested every year
North America
51%
Western Europe
28%
Emerging Markets
20%
ANZ
1%
(1) Sales figures presented on an unaudited basis as if the acquisition of Berry (and Berry’s disposals of its HH&S and Tapes
businesses) had occurred as of July 1, 2024.
Sales by region(1)
Countries
40+
9
Annual Report FY25
Focused,
disciplined growth
Amcor is a global leader in
developing and producing
responsible consumer packaging
and dispensing solutions
across a variety of materials
for nutrition, health, beauty
and wellness categories.
Our strategy
10
Annual Report FY25
Our global product innovation and sustainability expertise
enables us to solve packaging challenges around the world
every day, producing a range of flexible packaging, rigid
packaging, cartons and closures, which are more sustainable,
functional and appealing for our customers and their consumers.
We believe we are uniquely positioned to offer a variety
of packaging solutions with a wide, differentiated portfolio
of products enabled by our constant innovation and close
partnerships with our customers. Our packaging expertise
covers all main packaging materials including paper, aluminum,
polymer resins, recycled and bio-based materials and the
sustainable use of recyclable materials. We are guided by our
purpose of elevating customers, shaping lives and protecting
the future. Supported by a commitment to safety, over 75,000
people generate $23 billion in annualized sales from operations
that span over 400 locations in more than 40 countries.
STRATEGY
Our business strategy is focused on three elements:
customers, sustainability and innovation and portfolio.
Customers: We embrace a growth-oriented, customer-first
mindset, leveraging our global scale and capabilities to
deliver exceptional value. We empower our teams with the
tools, processes and skills needed to operationalize growth,
accelerate volume expansion and sustain profitability.
Sustainability and innovation: Our goal is to position ourself as
the partner of choice to solve sustainability challenges across
multiple substrates by driving circularity and decarbonization.
We champion effective substrate solutions intended to
eliminate waste, lower carbon footprint and increase recycling
rates advancing both environmental impact and portfolio value.
Portfolio: We aim to drive value through a focused
portfolio oriented toward faster-growing, higher-margin
categories via disciplined organic growth and long-term
strategic mergers and acquisitions. Our businesses share
key attributes of primary packaging for fast-moving
consumer goods and healthcare, strong industry structures,
attractive growth profiles and multiple competitive
advantages through scale, innovation and leadership.
SHAREHOLDER VALUE CREATION
Through our focus on our customers, sustainability and
innovation, and portfolio, we generate strong cash flow
and redeploy cash to consistently create superior value for
shareholders. Long-term value creation has been strong and
consistent and has reflected a combination of dividends,
organic growth in the base business and using free cash
flow to pursue targeted acquisitions and/or returning cash
to shareholders via share buybacks.
The transformational merger with Berry is expected
to increase cash generation significantly, enabling
increased investment in organic growth, targeted
acquisitions and enhanced shareholder returns,
driving long-term shareholder value creation.
SUMMARY
Amcor has a unique combination of talented people,
differentiated capabilities, scale and global reach. We believe
our strategy will help us achieve our vision to become
the packaging partner of choice, known for sustainability,
market leadership, delivering consistent levels of volume-
driven organic growth, and sustainable value aligned with
Amcor’s “Shareholder Value Creation Model.” By remaining
focused on our strategy and our unique value proposition for
customers, the company expects to continue to grow and
drive strong returns for shareholders and other stakeholders.
11
Annual Report FY25
Sustainability and innovation
We believe all packaging can be
circular, packaging waste can be
eliminated and efficient packaging
can mitigate global warming.
Leading
with impact
12
Annual Report FY25
Our expertise in developing more responsible packaging
across a range of materials, combined with our ambitious
sustainability goals and global presence, makes us the
partner of choice for market-leading brands and is a key
opportunity that fuels our continued growth. During Fiscal
2025, we made progress in delivering more sustainable
packaging and keeping Amcor’s products in the economy
and out of the environment at the end of their use.
We achieve this through innovative packaging design,
collaboration for waste management infrastructure, education
for greater consumer participation and driving progress
within Amcor’s operations and across our value chain.
PARTNERING FOR INNOVATION
Our ability to innovate is fueled by a $180 million annual
investment in R&D activities and backed by a team of more
than 1,500 R&D professionals across our global network of 10
innovation centers. Through the Amcor Catalyst program and
our Blue Clover studio, our inhouse innovators help customers
discover new packaging possibilities that meet technical,
sustainability and consumer needs. Our approach engages
in holistic collaboration to turn design ideas into reality.
We also drive access to external innovation and sustainable
growth through our Corporate Venturing and Open
Innovation Team. The team focuses on investing and
building partnerships with start-ups, taking a collaborative
and strategic approach with key Amcor R&D, Commercial
and other teams to help start-ups refine, scale and
commercialize new technologies. In Fiscal 2025, we
launched Amcor Lift-Off Sprints and Amcor Lift-Off Connect,
two new open-call initiatives targeting start-ups whose
solutions address specific R&D challenges, such as AI in
manufacturing and compostable or recyclable substrates.
LEADING THE INDUSTRY
In Fiscal 2025, we delivered new, more sustainable packaging
solutions, including a collaboration to develop a recycle-ready,
2-liter stand-up pouch tailored for home care essentials like
liquid soaps, cleaners and laundry detergent, as well as our
work to develop a recycle-ready flexible packaging solution
for wet wipe applications leveraging Amcor’s AmPrima®
Plus flow wrap. We announced a commercial order for the
use of the recycle-ready AmSky™ Blister System for a new
line of chewing gum, and continued our work to design
packaging solutions that use fewer materials and have a
lower carbon footprint, including Amcor’s new Perflex® shrink
bag for turkey breasts. And, our partnership with a skincare
brand led to further lightweighting of its flexible tubes.
We have broadened our paper-based packaging portfolio
through product launches such as the recycle-ready
AmFiber™ Performance Paper stand-up pouch refill pack
for instant coffee and dry beverage products, as well as a
category-first paper-based packaging solution for trail mix
bars that delivers curbside recyclability in the paper stream.
RECOGNIZED ACHIEVEMENTS
We received recognition for our leadership as we expanded
our more sustainable packaging platforms to new applications
and markets. Amcor was recognized by the 35th Packaging
Innovation Awards for our AmPrima® Plus recycle-ready
solution for coffee, which won in the Special Award category
dedicated to emerging markets and breaking frontiers in
mono-material packaging. We were the proud recipient of
two Silver Flexible Packaging Achievement Awards in the
category of Sustainability for our Amcor Moda vacuum
packaging solution and for our collaboration to develop pre-
made spouted pouches featuring Amcor’s AmPrima® Plus
material. We were also honored with two Green Innovation
Awards at the prestigious 2024 SIMEI Innovation Challenge
“Lucio Mastroberardino” for our innovative capsule products
— ESSENTIELLE and STELVIN® Goes Greener — that have
helped advance packaging in the wine and spirits sector. In
addition, Amcor’s sustainability leadership was recognized
by FTSE4Good, the Institutional Shareholder Services ESG
program and Sustainalytics in Fiscal 2025. We were included
in Moody’s ESG Investment Register, the DJSI Australia
Index and S&P Sustainability Yearbook. Our company also
received a B score from the CDP’s Climate Change rating,
an EcoVadis Gold rating and an A rating from MSCI.
13
Annual Report FY25
Amcor Fiscal 2025 operating review
$15,009m
Net sales
up 11% excluding currency impact
$2,186m
Adjusted EBITDA
up 13%, and adjusted EBIT $1,723 million,
up 12% excluding currency impact
$71.2cps
Adjusted EPS
up 3% excluding currency impact
$926m
Adjusted free cash flow
in line with expectations
$51.0cps
Annual dividend
annual dividend increased
to 51 US cents per share
80-83cps
Fiscal 2026 outlook
adjusted EPS representing 12-17% constant
currency growth; Free Cash Flow of $1.8-1.9 billion
Increase in sales and EBIT from
a transformational acquisition.
Results for the twelve months ended June 30, 2025 do not include results for the legacy Berry Global business for the months of July 2024 to April 2025.
14
Annual Report FY25
KEY FINANCIALS(1)(2)(3)
Twelve Months Ended June 30
GAAP results
2024
$ million
2025
$ million
Net sales
13,640
15,009
Net income
730
511
EPS (diluted US cents)
50.5
32.0
Twelve Months Ended June 30
Adjusted non-GAAP results
2024
$ million
2025
$ million
Constant
currency ∆%
Net sales
13,640
15,009
11
EBITDA
1,962
2,186
13
EBIT
1,560
1,723
12
Net income
1,015
1,136
13
EPS (diluted US cents)(4)
70.2
71.2
3
Free Cash Flow
952
926
All amounts referenced throughout this document are in US dollars unless otherwise indicated and numbers may not add up to the totals provided due to rounding. Further details related to
combined volume commentary throughout this document can be found under “Presentation of combined volume performance.”
(1) Adjusted non-GAAP results exclude items not considered representative of ongoing operations. Constant currency ∆% excludes movements in foreign exchange rates. Further details on
non-GAAP measures and reconciliations to GAAP measures can be found under “Presentation of non-GAAP information” in this report.
(2) Results for the twelve months ended June 30, 2025 do not include results for the legacy Berry Global business for the months of July 2024 to April 2025.
(3) Unless otherwise specified, all results within this document for the twelve months ended June 30, 2024 reflect the historical results of the Amcor plc group which is considered the
accounting acquirer in the combination between Amcor plc and Berry Global, which closed on April 30, 2025.
(4) For Fiscal 2025, the sum of quarters do not equal the total year amount due to the impact of changes in average quarterly shares outstanding.
BERRY GLOBAL ACQUISITION
On April 30, 2025, the all-stock acquisition of Berry
Global was completed at a fixed exchange ratio of
7.25 Amcor ordinary shares for each Berry share.
This transformational acquisition establishes Amcor as
the global leader in consumer packaging and dispensing
solutions for nutrition, health, beauty and wellness with
the unique material science and innovation capabilities
to meet customers’ and consumers’ sustainability
aspirations. With multiple new growth opportunities
and $650 million of identified synergies through Fiscal
2028, Amcor is well placed to deliver significant near-
and long-term value for customers and shareholders.
SEGMENT REPORTING
The Global Flexible Packaging Solutions segment includes
Amcor’s legacy Flexible Packaging business and the
newly acquired Berry Global Flexibles business.
The Global Rigid Packaging Solutions segment includes
Amcor’s legacy Rigid Packaging business and the newly
acquired Berry Global Consumer Packaging International
and Consumer Packaging North America businesses.
INTEGRATION AND SYNERGIES
Amcor believes the company is well placed to achieve the
previously announced total synergy benefits of $650 million
(pre-tax) by the end of the 2028 fiscal year. Integration is
proceeding in line with expectations and Amcor’s teams
are on track to deliver $260 million of synergy benefits
(pre-tax) in the 2026 fiscal year, which represents 12%
accretion as a direct result of the acquisition. Given the
April 30, 2025 transaction closing date, synergies delivered
in the final two months of Fiscal 2025 were not material.
15
Annual Report FY25
Amcor Fiscal 2025 operating review
continued
Net sales of $10,872 million were 5% higher than last year on a
reported basis, including an unfavorable impact of approximately
1% related to movements in foreign exchange rates.
On a constant currency basis, net sales were 6% higher
than last year, including approximately $410 million of
acquired sales net of divestments which represents growth
of approximately 4%. The remaining variation mainly reflects
a favorable impact of approximately 1% related to the pass
through of higher raw material costs, a favorable volume
impact of approximately 2% with growth delivered across all
key regions, partly offset by an unfavorable price/mix impact
of approximately 1% primarily due to lower volumes in high
value healthcare categories in the first half of the year.
Adjusted EBIT of $1,458 million was 5% higher than last
year on a constant currency basis, including approximately
$50 million of acquired EBIT net of divestments, which
represents growth of approximately 3%. The remaining
year over year variation mainly reflects benefits from
higher volumes and strong cost performance partly
offset by unfavorable earnings impacts from price/mix.
Twelve Months Ended June 30
Fiscal 2025
2024
$ million
2025
$ million
Reported
∆%
Constant
currency ∆%
Net sales
10,332
10,872
5
6
Adjusted EBIT
1,395
1,458
5
5
Adjusted EBIT / Sales %
13.5
13.4
Global Flexible Packaging Solutions segment
Financial results – segment information
Twelve Months Ended June 30, 2024
Twelve Months Ended June 30, 2025
Adjusted non-GAAP results
Net sales
$ million
EBIT
$ million
EBIT /
Sales %
EBIT / Average
funds employed %(1)
Net sales
$ million
EBIT
$ million
EBIT /
Sales %
EBIT / Average
funds employed %(1)
Global Flexible Packaging Solutions
10,332
1,395
13.5
10,872
1,458
13.4
Global Rigid Packaging Solutions
3,308
259
7.8
4,137
375
9.1
Other(2)
—
(94)
—
(110)
Total Amcor
13,640
1,560
11.4
14.9
15,009
1,723
11.5
12.1
(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.
Net sales of $15,009 million were 10% higher than last year on a
reported basis, including an unfavorable impact of approximately
1% related to movements in foreign exchange rates.
On a constant currency basis, net sales were 11% higher than
last year, including approximately $1.5 billion of acquired
sales, net of divestments, which represents growth of
approximately 10%. The remaining year over year variation
mainly reflects a favorable impact of approximately 1%
related to the pass through of higher raw material costs.
Volumes were up approximately 1% compared with the
prior year and price/mix had an unfavorable impact of
approximately 1% primarily due to lower volumes in high
value healthcare categories in the first half of the year.
Adjusted EBIT of $1,723 million was 12% higher than last
year on a constant currency basis including approximately
$195 million of acquired EBIT net of divestments, which
represents growth of approximately 13%. The remaining
year over year variation mainly reflects an unfavorable
price/mix impact on earnings, partly offset by benefits
from strong cost performance and higher volumes.
16
Annual Report FY25
Net sales of $4,137 million were 25% higher than last year
on a reported basis, including an unfavorable impact of
1% related to movements in foreign exchange rates.
On a constant currency basis, net sales were 26% higher
than last year, reflecting approximately $1.0 billion of acquired
sales net of divestments, which represents growth of
approximately 31%. The remaining variation mainly reflects
an unfavorable impact of approximately 1% related to the
pass through of lower raw material costs, 2% lower volumes
and an unfavorable price/mix impact of approximately 2%.
Adjusted EBIT of $375 million was approximately 47%
higher than last year on a constant currency basis,
reflecting approximately $150 million of acquired EBIT net
of divestments, which represents growth of approximately
57%. The remaining year over year variation mainly reflects
lower volumes and higher costs in the North American
beverage business in the second half of the year.
Twelve Months Ended June 30
Fiscal 2025
2024
$ million
2025
$ million
Reported
∆%
Constant
currency ∆%
Net sales
3,308
4,137
25
26
Adjusted EBIT
259
375
45
47
Adjusted EBIT / Sales %
7.8
9.1
Global Rigid Packaging Solutions segment
17
Annual Report FY25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 001-38932
AMCOR PLC
(Exact name of registrant as specified in its charter)
Jersey
98-1455367
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
83 Tower Road North
Warmley, Bristol
United Kingdom
BS30 8XP
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: +44 117 9753200
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
5.450% Guaranteed Senior Notes Due 2029
AMCR/29
New York Stock Exchange
3.950% Guaranteed Senior Notes Due 2032
AMCR/32
New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
18
Annual Report FY25
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
☒
Smaller Reporting Company
☐
Accelerated Filer
☐
Emerging Growth Company
☐
Non-Accelerated Filer
☐
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period
pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐ No ☒
The aggregate market value of the ordinary shares held by non-affiliates of the registrant, computed as of the close of
the Merger with Berry Global Group, Inc. on April 30, 2025, was $21.1 billion.
As of August 13, 2025, the Registrant had 2,305,359,941 shares issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required for Part III of this Annual Report on Form 10-K is incorporated by reference to the
Amcor plc definitive Proxy Statement for its 2025 Annual Shareholder Meeting, which will be filed with the Securities and
Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, within 120 days of
Amcor plc’s fiscal year end.
19
Annual Report FY25
Amcor plc
Annual Report on Form 10-K
Table of Contents
Part I
Item 1.
Business .......................................................................................................................................................
6
Item 1A.
Risk Factors .................................................................................................................................................
13
Item 1B.
Unresolved Staff Comments ........................................................................................................................
27
Item 1C.
Cybersecurity ...............................................................................................................................................
27
Item 2.
Properties .....................................................................................................................................................
28
Item 3.
Legal Proceedings ........................................................................................................................................
28
Item 4.
Mine Safety Disclosures ..............................................................................................................................
28
Part II
Item 5.
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities ......................................................................................................................................................
29
Item 6.
[Reserved] ....................................................................................................................................................
31
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ......................
31
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk .....................................................................
48
Item 8.
Financial Statements and Supplementary Data ...........................................................................................
50
Report of Independent Registered Public Accounting Firm (PCAOB ID 1358) .........................................
50
Consolidated Statements of Income ............................................................................................................
52
Consolidated Statements of Comprehensive Income ..................................................................................
53
Consolidated Balance Sheets .......................................................................................................................
54
Consolidated Statements of Cash Flows ......................................................................................................
55
Consolidated Statements of Equity ..............................................................................................................
56
Notes to Consolidated Financial Statements ...............................................................................................
57
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ......................
118
Item 9A.
Controls and Procedures ..............................................................................................................................
118
Item 9B.
Other Information ........................................................................................................................................
119
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .........................................................
119
Part III
Item 10.
Directors, Executive Officers and Corporate Governance ..........................................................................
119
Item 11.
Executive Compensation .............................................................................................................................
120
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters ...
120
Item 13.
Certain Relationships and Related Transactions, and Director Independence ............................................
120
Item 14.
Principal Accountant Fees and Services ......................................................................................................
120
Part IV
Item 15.
Exhibits and Financial Statement Schedules ...............................................................................................
121
Exhibit Index ................................................................................................................................................
121
Item 16.
Form 10-K Summary ...................................................................................................................................
128
Signatures .....................................................................................................................................................
129
3
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Annual Report FY25
Forward-Looking Statements
Unless otherwise indicated, references to "Amcor," the "Company," "we," "our," and "us" in this Annual Report on
Form 10-K refer to Amcor plc and its consolidated subsidiaries.
This Annual Report on Form 10-K 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 or if any of them do occur, what impact they will have on the business, results of operations or financial condition of
Amcor. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect
on Amcor's business, including the ability to successfully realize the expected benefits of the merger of Amcor and Berry
Global Group, Inc. Risks and uncertainties that could cause actual results to differ from expectations include, but are not limited
to:
•
risks arising from the integration of the Amcor and Berry Global Group, Inc. ("Berry") businesses as a result of the
merger completed on April 30, 2025 (the "Transaction" or "Merger");
•
risk of continued substantial and unexpected costs or expenses resulting from the Transaction;
•
risk that the anticipated benefits of the Transaction may not be realized when expected or at all;
•
risk that the Company's significant indebtedness may limit its flexibility and increase its borrowing costs;
•
risk that the Merger-related tax liabilities could have a material impact on the Company's financial results;
•
changes in consumer demand patterns and customer requirements in numerous industries;
•
risk of loss of key customers, a reduction in their production requirements, or consolidation among key customers;
•
significant competition in the industries and regions in which we operate;
•
an inability to expand our current business effectively through either organic growth, including product innovation,
investments, or acquisitions;
•
challenging global economic conditions;
•
impacts of operating internationally;
•
price fluctuations or shortages in the availability of raw materials, energy and other inputs, which could adversely
affect our business;
•
production, supply, and other 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, develop, and retain our skilled workforce and manage key transitions;
•
labor disputes and an inability to renew collective bargaining agreements at acceptable terms;
•
physical impacts of climate change;
•
significant disruption at key manufacturing facility;
•
cybersecurity risks, which could disrupt our operations or risk of loss of our sensitive business information;
•
failures or disruptions in our information technology systems which could disrupt our operations, compromise
customer, employee, supplier, and other data;
•
rising interest rates that increase our borrowing costs on our variable rate indebtedness and could have other negative
impacts;
•
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;
•
an inability of our insurance policies, including our use of a captive insurance company, to provide adequate protection
against all of the key operational risks we face;
•
an inability to defend our intellectual property rights or intellectual property infringement claims against us;
•
litigation, including product liability claims or litigation related to Environmental, Social, and Governance ("ESG")
matters, or regulatory developments;
•
increasing scrutiny and changing expectations from investors, customers, suppliers, and governments with respect to
our ESG practices and commitments resulting in additional costs or exposure to additional risks;
•
changing ESG government regulations including climate-related rules;
•
changing environmental, health, and safety laws;
•
changes in tax laws or changes in our geographic mix of earnings; and
•
changes in trade policy, including tariff and custom regulations or failure to comply with such regulations.
Additional factors that could cause actual results to differ from those expected are discussed in this Annual Report on
Form 10-K, including in the sections entitled "Item 1A. - Risk Factors" and "Item 7. - Management’s Discussion and Analysis
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Annual Report FY25
of Financial Condition and Results of Operations," and in Amcor’s subsequent filings with the Securities and Exchange
Commission.
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.
5
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Annual Report FY25
PART I
Item 1. - Business
The Company
Amcor plc (ARBN 630 385 278) is a public limited company incorporated under the Laws of the Bailiwick of Jersey.
Our history dates back more than 150 years, with origins in both Australia and the United States of America. Today, we are the
global leader in developing and producing responsible consumer packaging and dispensing solutions across a variety of
materials for nutrition, health, beauty and wellness categories. Our global product innovation and sustainability expertise
enables us to solve packaging challenges around the world every day, producing a range of flexible packaging, rigid packaging,
cartons and closures that are more sustainable, functional and appealing for our customers and their consumers. We are guided
by our purpose of elevating customers, shaping lives and protecting the future.
Berry Global Group, Inc. Merger
On April 30, 2025, we completed our merger ("Merger") with Berry Global Group, Inc. ("Berry"), a global
manufacturer of rigid and flexible packaging products, pursuant to the Agreement and Plan of Merger (the "Merger
Agreement") between Amcor, Aurora Spirit, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and
Berry dated, November 19, 2024. Under the terms of the Merger Agreement, Berry shareholders received 7.25 Amcor ordinary
shares for each share of Berry common stock issued and outstanding. Upon completion of the transaction, Berry shares were
delisted from the New York Stock Exchange.
Business Strategy
Strategy
Our business strategy is focused on three elements: customers, sustainability and innovation, and portfolio.
Customer
We embrace a growth-oriented, customer-first mindset, leveraging our global scale and capabilities to deliver
exceptional value. We empower our teams with the tools, processes, and skills needed to operationalize growth, accelerate
volume expansion, and sustain profitability.
Sustainability and innovation
Our goal is to position ourself as the partner of choice to solve sustainability challenges across multiple substrates by
driving circularity and decarbonization. We champion effective substrate solutions intended to eliminate waste, lower our
carbon footprint, and increase recycling rates, advancing both environmental impact and portfolio value.
Portfolio
Amcor is the global leader in consumer packaging and dispensing solutions for nutrition, health, beauty and wellness
categories. We have leading positions in large, resilient and growing end markets where we have significant room for growth
via disciplined organic growth and long-term strategic mergers and acquisitions which requires innovative and advanced
solutions. We aim to drive value through orienting our core portfolio toward faster-growing, higher-margin categories and
leveraging our competitive advantages which includes global scale and breadth, innovation, material science, technical and
innovation capabilities, and leadership.
We believe this strategy will help us achieve our vision to become the packaging partner of choice, known for
sustainability, market leadership, delivering consistent levels of volume driven organic growth, and sustainable value aligned
with Amcor’s "Shareholder Value Creation Model".
Shareholder value creation
Through our focus on our customer, sustainability and innovation, and portfolio, we generate strong cash flow and
redeploy cash to consistently create superior value for shareholders. Long-term value creation has been strong and consistent
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Annual Report FY25
and has reflected a combination of dividends, organic growth in the base business, and using free cash flow to pursue targeted
acquisitions and/or returning cash to shareholders via share buybacks.
The strategic Merger with Berry is expected to significantly increase cash generation, enabling increased investment
in organic growth, targeted acquisitions, and enhanced shareholder returns, driving long-term value creation.
Segment Information
Accounting Standards Codification ("ASC") 280, "Segment Reporting," establishes the standards for reporting
information about segments in financial statements. In applying the criteria set forth in ASC 280, we have determined we have
two reportable segments, Global Flexible Packaging Solutions and Global Rigid Packaging Solutions. The reportable segments
produce flexible packaging, rigid packaging, specialty cartons, and dispensing closure products, which are sold to customers
participating in a range of attractive end use areas throughout Europe, North America, Latin America, Middle East, Africa, and
the Asia Pacific regions. Refer to Note 21, "Segments," of the notes to consolidated financial statements for financial
information about reportable segments.
Global Flexible Packaging Solutions Segment
Our Global Flexible Packaging Solutions Segment develops and supplies flexible packaging globally. With
approximately 42,000 employees at 210 manufacturing and support facilities in 36 countries as of June 30, 2025, the Global
Flexible Packaging Solutions Segment is one of the world's largest suppliers of polymer resin, aluminum, and fiber based
flexible packaging. In fiscal year 2025, the Global Flexible Packaging Solutions segment accounted for approximately 72% of
consolidated net sales.
Global Rigid Packaging Solutions Segment
Our Global Rigid Packaging Solutions Segment manufactures rigid packaging containers, closures, dispensing and
pharma devices, and related products globally. As of June 30, 2025, the Global Rigid Packaging Solutions segment employed
approximately 34,000 employees at 213 manufacturing and support facilities in 34 countries. In fiscal year 2025, the Global
Rigid Packaging Solutions accounted for approximately 28% of consolidated net sales.
Expertise across Packaging Materials
We believe we are uniquely positioned to offer a variety of multi format packaging solutions with a wide,
differentiated portfolio of products. Behind every one of our products stands a unique combination of technical know-how,
business experience, and expertise. We work closely with our customers to identify feasible, high-performance, responsible
packaging solutions based on their unique needs. Where solutions do not currently exist, we work to innovate new ones.
Our packaging expertise covers all main packaging materials including paper, aluminum, polymer resins, recycled, and
bio-based materials and the sustainable use of recyclable materials.
Sustainability and Innovation
Sustainability is comprehensively embedded across our business, from the investments we are making in packaging
innovation and design, to the work we undertake within our own operations and with our upstream and downstream partners
to develop a more responsible packaging value chain.
We believe there will always be a role for the primary packaging we produce to preserve food, beverages, and
healthcare products, as well as protect consumers, and promote brands. Consumers also want cost effective, convenient, and
easy-to-use packaging with a reduced environmental footprint and a responsible end-of-life solution. We have identified a clear
path to provide food, beverages, and healthcare products to people around the world in a more sustainable way and meet our
sustainability ambitions and those of our customers, by focusing on three key elements of responsible packaging: product
innovation, consumer participation, and waste management infrastructure. Our responsible packaging solutions address how the
product is made, how the consumer interacts with it and what happens after the consumer uses it, offering a wide variety of
options to advance sustainability while meeting our customers’ specific packaging needs. We believe this commitment is
integral to our success and offers important and exciting opportunities for growth.
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Annual Report FY25
For years, Amcor has been an industry leader in driving progress toward a circular economy for packaging. In January
2018, we became the world’s first packaging company to pledge that all our packaging would be designed to be recyclable,
compostable, or reusable by 2025, and also committed to increasing the amount of recycled materials we use. In November
2022, we further increased our target for use of recycled materials to 30% by 2030. We continue making progress toward these
commitments and leading in the development of a responsible packaging value chain through our innovations and partnerships.
Innovation is central to Amcor’s approach to sustainability and we expect to spend approximately $180 million a year
on research and development ("R&D") after the Merger, not including ongoing investments in continuous improvements. We
are highly regarded for our innovation capabilities and have over 7,000 patents, registered designs and trademarks, as well as a
global network of Innovation Centers focused on bringing advanced packaging technologies and more sustainable material
science to our markets around the world. We solve packaging challenges by developing differentiated products, services, and
processes to protect our customers' products and fulfill the needs of the consumers who rely on them. Drawing on our unrivaled
heritage in design, science, and manufacturing, approximately 1,500 Amcor R&D professionals are constantly innovating
across new materials, formats, functions, and technologies to provide products with superior clarity, protection, design
versatility, consumer safety, convenience, cost efficiency, barrier properties and environmental performance.
We collaborate with like-minded partners, including customers and suppliers, in pursuit of innovative solutions to
address some of the world’s most urgent challenges, such as increasing recycling and reuse and reducing our environmental
impacts. We partner with non-governmental organizations, promising startups, and cross-industry initiatives and bodies, which
enable us to learn, experience other perspectives, share our expertise, and expand our innovation. With our partners, we
advocate for sound global design standards, better waste management infrastructure, and higher levels of consumer
participation in recycling that will be required to develop a true circular economy for packaging. Amcor’s combination with
Berry also brought several in-house recycling operations into our footprint, enabling us to drive impact on packaging circularity
directly, as well as through our value chain collaborations.
We know that our environmental footprint also extends beyond the products we create and we strive to reduce the
environmental impacts of our operations. For more than a decade, our EnviroAction program has helped us significantly
improve how we manage energy, greenhouse gas (GHG) emissions, water, and waste in our manufacturing locations. We have
further increased our ambition by setting near-term and net zero science-based targets to reduce GHG emissions and achieve net
zero emissions by 2050. Our targets were validated by the Science Based Targets initiative in fiscal year 2024. The 2024 targets
build on years of progress under our EnviroAction program. Our decarbonization roadmap, which was released at the start of
fiscal year 2025, outlines our strategy for continuing momentum by focusing on five key GHG emission levers: renewable
electricity, supply chain footprint reduction, recycled materials, product redesign, and operational efficiency. Following our
combination with Berry, we are in the process of re-baselining our science-based targets to reflect Amcor's updated footprint.
We plan to submit the updated targets to the Science Based Targets initiative for validation in early fiscal year 2026.
With our global scale, deep industry experience, and strong capabilities, we believe we are uniquely positioned to lead
the way in meeting our customers’ growing sustainability expectations and we aspire to improve the quality of lives, protect
ecosystems, and preserve natural resources for future generations.
Marketing, Distribution, and Competition
Our sales are made through a variety of distribution channels, but predominantly through our direct sales force. Sales
offices and plants are located primarily throughout Europe, North America, Latin America, and the Asia-Pacific regions to
provide prompt and economical service to thousands of customers. Our technically trained sales force is supported by product
development engineers, design technicians, field service technicians, and customer service teams. Our scale enables us to
dedicate certain sales and marketing efforts to particular products or customers, when applicable, which supports us in
developing expertise that we believe is valued by our customers.
We did not have sales to a single customer that exceeded 10% of consolidated net sales in the last three fiscal years.
The major markets in which we sell our products historically have been, and continue to be, highly competitive. Areas
of competition include service, sustainability, innovation, quality, and price. We consider ourselves to be a significant
participant in the markets in which we operate. Competitors include 3M, AptarGroup, Inc., Ball Corporation, Inc, CCL
Industries Inc., Crown Holdings, Inc., Graphic Packaging Holding Company, Huhtamaki Oyj, International Paper Company,
Mayr-Melnhof Karton AG, O-I Glass, Inc., Sealed Air Corporation, Sigma Plastics Group, Silgan Holdings Inc., and Sonoco
Products Company, and a variety of privately held companies.
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Annual Report FY25
Backlog
Working capital fluctuates throughout the year in relation to business volume and other marketplace conditions. We
maintain inventory levels that provide a reasonable balance between obtaining raw materials at favorable prices and
maintaining adequate inventory levels to enable us to fulfill our commitment to promptly fill customer orders. Manufacturing
backlogs are not a significant factor in the markets in which we operate.
Raw Materials
Polymer resins and films, paper, linerboard, rayon, polyester fiber, inks, solvents, adhesives, aluminum, and chemicals
constitute the major raw materials we use. These are purchased from a variety of global industry sources, and we are not
significantly dependent on any one supplier for our raw materials. While we have experienced industry-wide shortages of
certain raw materials in the past, we have been able to manage supply disruptions by working closely with our suppliers and
customers. Supply shortages, along with other factors, can lead and have in the past led to increased raw material price
volatility. Increases in the price of raw materials are generally able to be passed on to customers including through contractual
price mechanisms over time. We manage the risks associated with our supply chain and have generally been able to maintain
adequate raw materials through relationship management, inventory management, and evaluation of alternative sources when
practical. For more information, see "Item 1A. - Raw Materials - Price fluctuations or shortages in the availability of raw
materials, energy, and other inputs could adversely affect our business."
Intellectual Property
We are the owner or licensee of more than 5,000 United States and other country patents and patent applications that
relate to our products, manufacturing processes, and equipment. We also have a number of trademarks and trademark
registrations in the United States and in other countries. We also keep certain technology and processes as trade secrets. Our
patents, licenses, and trademarks collectively provide a competitive advantage. However, the loss of any single patent or license
alone would not have a material adverse effect on our results of operations as a whole or those of our reportable segments.
Patents, patent applications, and license agreements will expire or terminate over time by operation of law, in accordance with
their terms, or otherwise.
Governmental Laws and Regulations
Our operations and the real property we own, or lease, are subject to broad governmental laws and regulations,
including environmental laws and regulations by multiple jurisdictions. These laws and regulations pertain to employee health
and safety, the discharge of certain materials into the environment, handling and disposition of waste, cleanup of contaminated
soil and ground water, other rules to control pollution and manage natural resources, and other government regulations. We
believe that we are in substantial compliance with applicable health and safety laws, environmental laws and regulations based
on the execution of our Environmental, Health, and Safety Management System and regular audits of those processes and
systems. However, we cannot predict with certainty that we will not, in the future, incur liability with respect to noncompliance
with health and safety laws, environmental laws and regulations due to contamination of sites formerly or currently owned or
operated by us (including contamination caused by prior owners and operators of such sites) or the off-site disposal of regulated
materials, or other broad government regulations which could be significant. In addition, these laws and regulations are
constantly changing, and we cannot always anticipate these changes. Refer to Note 20, "Contingencies and Legal Proceedings,"
of the notes to consolidated financial statements for information about legal proceedings. For a more detailed description of the
various laws and regulations that affect our business, see "Item 1A. - Legal and Compliance Risks."
Seasonal Factors
Our business and operations of each of the reportable segments are subject to moderate seasonality with demand
usually increasing towards the end of our fiscal year due to increased demand for beverage and food products in certain
markets. Historically, cash flow from operations has been lower in the first half of the fiscal year, and higher in the second half
of the fiscal year, due to moderate seasonality, working capital requirements, and the timing of certain cash payments made in
the first half of the year, including incentive compensation.
Research and Development
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Annual Report FY25
Refer to section "Sustainability and Innovation" within "Item 1. - Business" of this Annual Report on Form 10-K, and
to Note 2, "Significant Accounting Policies," of the notes to consolidated financial statements, for further information about our
research and development activities, expenditures, and policies.
Human Capital Management
Overview
At Amcor, effective human capital management is foundational to our ability to deliver long-term value. As we
continue our business transformation following the recent combination with Berry, we remain focused on building a purpose-
driven, high-performing, and inclusive culture that supports innovation, operational excellence, and sustainable growth.
Our people are central to our success. We believe we are winning for our people when they feel safe, engaged, and
supported in their development. Our human capital strategy emphasizes leadership development, succession planning,
employee engagement, and inclusion as key drivers of a strong and resilient workforce. These efforts are designed to ensure
alignment with Amcor’s broader strategic priorities and our company purpose: Together, we elevate customers, shape lives, and
protect the future.
As of June 30, 2025, Amcor employed approximately 77,000 employees globally, including part-time and temporary
workers. The regional breakdown is approximately 38% in North America, 35% in Europe, Middle East, and Africa, 12% in
Latin America, and 15% in the Asia Pacific region. Approximately 37% of our workforce is covered by collective bargaining
agreements. As of June 30, 2025, about 4% of employees were working under expired contracts, and approximately 16% were
covered under agreements due to expire within one year.
Health and Safety
Safety is a core value at Amcor, as well as an integral component in our global Environment, Health and Safety
("EHS") programs. We take care of ourselves and each other, so everyone returns home safely every day. We champion a safe
and healthy workplace, establish key accountabilities at all levels of the organization, and aspire to achieve a culture of care and
an injury-free Amcor. All our facilities are subject to global EHS standards which serve as blueprints for a safe and healthy
workplace. We also have established policies, procedures, and training intended to minimize risks to people, property, and
reputation.
Our Board of Directors receives monthly reports on safety performance and compliance with our global EHS
standards. We achieved a Total Recordable Incidence Rate ("TRIR") of 0.27 with 68% of sites injury-free for legacy Amcor
during the fiscal year 2025, solidifying legacy Amcor's position as a safety leader in the packaging industry. Our newly
integrated legacy Berry operations achieved an improved TRIR of 0.57 during May and June 2025.
Talent Management and Development
At Amcor, we are committed to attracting, developing, and retaining top talent as a key enabler of our business
strategy. Following our recent business combination with Berry, we continue to embed a scalable Human Resources (HR)
strategy focused on growing people in parallel with our growth as a business. Our HR Strategy is anchored in our Employer
Value Proposition: "Possibility unpacked. For you. For the world." This reflects our commitment to creating meaningful
development opportunities for our people while advancing Amcor’s long-term goals.
We offer a range of executive development, leadership training, and awareness programs designed to support career
growth across all levels of the organization. Examples of our global leadership programs include the Executive Development
Program (“EDP”) which provides senior leaders with an immersive experience focused on strategy development and talent
management, and the Senior Leader Development Program ("SLDP") which builds strategic management capabilities and
inclusive leadership skills among a broader leadership population. These initiatives are complemented by mentoring, coaching,
and tailored learning experiences that support succession planning and strengthen organizational capability.
In addition to leadership development, we maintain a structured performance management process to ensure
employees have clear goals aligned with business priorities. Through formal reviews, regular coaching, and feedback, we
empower employees to understand their contributions and continuously grow in their roles. These processes are designed to
foster a high-performance culture across the company.
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Annual Report FY25
Culture and Employee Experience
To support the integration of our combined organization, we launched a new Culture Framework that unifies how we
work through a shared purpose, common values, and consistent behaviors:
•
Purpose: Together, we elevate customers, shape lives, and protect the future.
•
Values: Safety, Customers, Winning, Agility, Sustainability.
•
Behaviors: I do the right thing, I champion customers, I dream big, I make things happen, I play for team Amcor.
This cultural alignment is central to how we operate and grow, ensuring a shared understanding of expectations and
ways of working across all levels and locations.
We are also committed to creating an exceptional employee experience by integrating our talent development,
engagement, and inclusion efforts into the fabric of our Culture Framework. This alignment supports a consistent and inspiring
environment where employees feel valued, supported, and empowered to thrive.
A key element of this approach is a dedicated program designed to equip our Plant Leadership teams and People
Managers with the mindset, tools, and behaviors needed to lead effectively at every stage of the employee lifecycle from
recruitment and onboarding to performance management and development. By fostering high-impact leadership on the ground,
we are strengthening engagement, enabling growth, and driving performance across the organization. This program plays a
pivotal role in supporting our business transformation and talent goals while reinforcing consistent, values-driven leadership
across diverse teams and geographies.
Engagement
We prioritize employee engagement as a driver of performance and cultural alignment. We run global employee
surveys, supplemented by regular pulse checks, to gather insights on topics including leadership, inclusion, and our culture.
Our engagement mechanisms also include listening sessions, town halls, and Employee Resource Groups, which help
to surface employee feedback and foster a more connected workforce. The results of these feedback channels inform leadership
actions and support continuous improvement efforts at both global and local levels.
Ethics and Integrity
Integrity is a foundational behavior at Amcor, reflected in our expectation that employees and directors always act
with objectivity, fairness, and transparency. Our behavior "I do the right thing" underpins our commitment to ethical conduct
and responsible business practices.
Every Amcor employee signs our Code of Business Conduct and Ethics which outlines our principles for ethical
decision-making. This code is reinforced through targeted training programs delivered across all operating regions and aligned
with the legal requirements of each jurisdiction in which we operate.
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Annual Report FY25
Information about our Executive Officers
The following sets forth the name, age, and business experience for at least the last five years of our executive officers.
Unless otherwise indicated, positions shown are with Amcor.
Name (Age)
Positions Held
Period the Position
was Held
Peter Konieczny (60)
Chief Executive Officer
2024 to present
Interim Chief Executive Officer
2024
Chief Commercial Officer
2021 to 2024
President, Amcor Flexibles Europe, Middle East and Africa
2015 to 2021
Michael Casamento (54)
Executive VP, Finance and Chief Financial Officer
2015 to present
VP, Corporate Finance
2014 to 2015
Susana Suarez Gonzalez (56)
Executive VP and Chief Human Resources Officer
2022 to present
Executive VP, Chief Human Resources and Diversity &
Inclusion Officer, International Flavors and Fragrances
2016 to 2022
Deborah Rasin (58)
Executive VP and General Counsel
2022 to present
Senior VP, Chief Legal Officer and Secretary, Hill-Rom
Holdings
2016 to 2022
Jean-Marc Galvez (58)
Chief Operating Officer, Global Rigid Packaging Solutions
2025 to present
President of Berry’s Consumer Packaging — International
Division
2019 to 2025
Fred Stephan (60)
Chief Operating Officer, Global Flexible Packaging Solutions
2025 to present
Chief Operating Officer, Global Flexibles
2024 to 2025
President, Amcor Flexibles North America
2019 to 2024
President, Bemis North America
2017 to 2019
Senior VP and General Manager of the Insulation Systems -
Johns Manville
2011 to 2017
Ian Wilson (67)
Executive VP, Strategy and Development
2000 to present
Available Information
We are a large accelerated filer (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
Rule 12b-2) and we are also an electronic filer. Electronically filed reports (Forms 4, 8-K, 10-K, 10-Q, S-3, S-8, etc.) can be
accessed at the SEC's website (http://www.sec.gov). We make available free of charge (other than an investor’s own Internet
access charges) through the Investor Relations section of our website (http://www.amcor.com/investors), under "Financial
Information" and then "SEC Filings," our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K, and if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. You may also
obtain these reports by writing to us, Attention: Investor Relations, Amcor plc, Level 11, 60 City Road, Southbank, VIC, 3006,
Australia. We are not including the information contained on our website as part of, or incorporating it by reference into, this
Annual Report on Form 10-K.
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Item 1A. - Risk Factors
The following factors, as well as factors described elsewhere in this Annual Report on Form 10-K, or in other filings
by us with the Securities and Exchange Commission, could have a material adverse effect on our business, financial condition,
results of operations, or cash flows. Other factors not presently known to us or that we presently believe are not material could
also affect our business operations and financial results.
Risks Relating to the Merger of Amcor and Berry
Successful Integration — The combined company may be unable to successfully integrate the businesses of Amcor and
Berry in the expected time frame or at all.
The combination of two independent businesses is complex, costly, and time consuming, and we are devoting
significant management time and resources to integrating the businesses and operations of the two companies. Challenges
involved in this integration include the following:
•
combining the businesses of Amcor and Berry in a manner that permits the combined company to achieve the
synergies, efficiencies, and growth opportunities anticipated to result from the Merger;
•
retaining and integrating personnel;
•
harmonizing each company's operating practices, employee development and compensation programs, internal
controls and other policies, procedures, and processes;
•
maintaining existing relationships with each company's customers, suppliers, and other partners and leveraging
relationships with such third parties for the benefit of the combined company;
•
addressing possible differences in business backgrounds, corporate cultures and management philosophies;
•
consolidating each company's administrative and information technology infrastructure; and
•
coordinating geographically dispersed organizations.
While we are making progress with our integration since the close of the transaction on April 30, 2025, there can be no
assurances that we will be able to successfully integrate Berry's business into the combined company within the anticipated time
frame, or at all, and the benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected.
If key employees terminate their employment the combined company may have to incur significant costs in
identifying, hiring, training, and retaining replacements for departing employees and may lose significant expertise and talent.
In addition, if we are unable to retain personnel, including key management, who are critical to the future operations of the
companies, we could face disruptions in our business. It is also possible that the integration process could result in our inability
to maintain relationships with customers, suppliers, strategic partners and other business relationships, the disruption of our
ongoing business, inconsistencies in standards, controls, policies and procedures, unexpected integration issues, and higher than
expected integration costs.
Substantial Merger Costs — We have incurred, and expect to continue to incur, substantial costs as a result of the Merger.
We have incurred a substantial amount of non-recurring costs associated with negotiating and completing the Merger,
combining the operations of the two companies and working to achieve synergies, including financial, legal, accounting and
consulting advisory fees, employee retention, severance and benefit costs, public relations, proxy solicitation and filing fees,
and printing and mailing costs.
The combined company will continue to incur restructuring and integration costs in connection with the Merger. There
are processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the Merger
and the integration of Berry's business into the combined company. The elimination of duplicative costs, strategic benefits and
additional income, as well as any realization of other efficiencies related to the integration of the businesses, may not offset
transaction and integration costs in the near term or at all. While we have assumed that certain expenses would be incurred in
connection with the Merger and the other transactions contemplated by the Merger Agreement, there are many factors beyond
our control that could affect the total amount or the timing of such expenses.
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Inability to Realize Merger Benefits — The combined company may be unable to realize the anticipated benefits of the
Merger.
The combined company's ability to realize the anticipated benefits of the Merger in the time frame anticipated, or at
all, is subject to a number of assumptions, which may or may not prove to be accurate, and other factors, many of which are
beyond our control. Difficulties in successfully integrating the two businesses and managing the expanded operations of the
combined company could result in increased costs, decreased revenue and the diversion of management's time, any of which
could have a material adverse effect on the business, results of operation and financial condition of the combined company.
Even if the two businesses are integrated successfully, the combined company may not fully realize the anticipated benefits of
the Merger, including the anticipated cost savings, synergies and other efficiencies, that are currently expected. Moreover, some
of the anticipated benefits are not expected to occur for a period of time following the consummation of the Merger and may
involve unanticipated costs in order to be fully realized. If the combined company is not able to achieve these objectives and
realize the anticipated benefits expected from the Merger within the anticipated time frame or at all, its business, results of
operations and financial condition could be adversely affected, and the market price of Amcor ordinary shares could be
negatively impacted.
Indebtedness and Credit Rating — The combined company's indebtedness may limit its flexibility and increase its borrowing
costs or result in a downgrade in our credit rating, which could reduce our operating flexibility, increase our borrowing
costs, and negatively affect our financial condition and results of operations.
As of June 30, 2025, the combined company had $14.1 billion of debt outstanding, including borrowings of $1.70
billion under revolving credit facilities in an aggregate principal amount of $3.75 billion, and we are not restricted in incurring,
and may incur, additional indebtedness in the future. Increased indebtedness could have significant consequences for our
business and any investment in our securities, including increasing our vulnerability to adverse economic, industry or
competitive developments; requiring more of our cash flows from operations to be used to pay principal and interest on our
indebtedness, thus limiting our cash flows available to fund our operations, capital expenditures and other future business
opportunities or the return of cash to our shareholders. Our ability to pay interest and repay the principal of our indebtedness is
dependent on our ability to generate sufficient cash flows, which is dependent, in part, on prevailing economic and competitive
conditions and certain legislative, regulatory, and other factors beyond our control. If we are unable to maintain sufficient cash
flows from operations to meet our debt commitments, and related covenants, our financial condition and results of operations
are likely to be materially adversely impacted. Additionally, conditions in financial markets could affect financial institutions
with which we have relationships and could result in adverse effects on our ability to utilize fully our committed borrowing
facilities. For example, a lender under our senior secured credit facilities may be unwilling or unable to fund a borrowing
request, and we may not be able to replace such lender.
We use cash provided by operations, commercial paper issuances, bank term loans, committed and uncommitted
revolving credit facilities, asset divestitures, debt issuances, and equity issuances to meet our funding needs. Credit rating
agencies rate our debt securities based on many factors, including our financial results, their view of the general outlook for our
industry, and their view of the general outlook for the global economy. Any significant additional indebtedness would likely
negatively affect the credit ratings of our debt. Actions taken by the rating agencies include maintaining, upgrading, or
downgrading the current rating or assigning a negative outlook for a possible future downgrade. If rating agencies downgrade
our credit rating, place us on a watch list, or if there are adverse market conditions, including disruptions in the commercial
paper market, the impacts could include reduced access to commercial paper, credit, and capital markets, an increase in the cost
of our borrowings or the fees associated with our bank credit facilities, or an increase in the credit spread incurred when issuing
debt in the capital markets. Our desire to maintain the Company's investment grade credit rating may also cause us to take
certain actions designed to improve our cash flow, including sales of assets, suspension or reduction of our dividend, or share
buybacks, and reductions in capital expenditures and working capital. Refer to Item 7. "Management’s Discussion and Analysis
of Financial Condition and Results of Operations," "Liquidity and Capital Resources," of this Annual Report on Form 10-K for
more information on our credit rating profile.
In addition, a significant number of our operating subsidiaries are not guarantors of our indebtedness. In the event that
any non-guarantor subsidiary becomes insolvent, liquidates, reorganizes, dissolves, or otherwise winds up, the assets of such
subsidiary will be used to satisfy the claims of its creditors. The non-guarantor subsidiaries have no direct obligations in respect
of our indebtedness, and therefore, a direct claim against any non-guarantor subsidiary and any claims to enforce payment on
our indebtedness will be structurally subordinated to all of the claims of the creditors of our non-guarantor subsidiaries.
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Merger Related Tax Liabilities — Additional tax liabilities could have a material impact on our financial condition, results
of operations, and/or liquidity.
We operate in a number of jurisdictions and will accordingly be subject to tax in several jurisdictions. The tax rules to
which our entities are subject are complex and Amcor and its current and future subsidiaries will be required to make judgments
(including certain judgments based on external advice) as to the interpretation and application of these rules, both as to the
Merger and as to the operations of Amcor and Berry, and our current and future subsidiaries. The interpretation and application
of these laws could be challenged by relevant governmental authorities, which could result in administrative or judicial
procedures, actions or sanctions, the ultimate outcome of which could adversely affect us. We are currently subject to ongoing
routine tax inquiries, investigations, and/or audits in various jurisdictions and the tax affairs of Amcor and Berry, and our
current and future subsidiaries will in the ordinary course be reviewed by tax authorities, who may disagree with certain
positions taken and assess additional taxes. We will regularly assess the likely outcomes of such tax inquiries, investigations or
audits in order to determine the appropriateness of our tax provisions. However, there can be no assurance that we will
accurately predict the outcomes of these inquiries, investigations or audits and the actual outcomes of these inquiries,
investigations or audits could have a material impact on our financial results.
Strategic Risks
Changes in Consumer Demand — Demand for our products could be affected by a variety of factors, including changes in
economic environment and regulations.
Sales of our products and services depend heavily on the volume of sales made by our customers to consumers.
Alternative consumer preferences for products in the industries that we serve or the packaging formats in which such products
are delivered, whether as a result of changes in cost, economic environments, regulatory developments (including end user
taxes), convenience or health, environmental, and social concerns, and perceptions, such as pressure to reduce packaging waste
and the use of petrochemical components, may result in a decline in the demand for certain of our products or the obsolescence
of some of our existing products. Any new products we produce may fail to meet sales or margin expectations due to various
factors, including our or our customers' inability to accurately predict customer demand, end user preferences or movements in
industry standards, or to develop products that meet consumer demand in a timely and cost-effective manner.
Changing preferences for products and packaging formats may result in increased demand for other products we
produce. However, if changing preferences are not offset by demand for new or alternative products that we manufacture,
changes in consumer preferences could have a material adverse effect on our business, financial condition, results of operations,
or cash flows.
Key Customers and Customer Consolidation — The loss of key customers, a reduction in their production requirements or
consolidation among key customers could have a significant adverse impact on our sales revenue and profitability.
Relationships with our customers are fundamental to our success, particularly given the nature of the packaging
industry and other supply choices available to customers. While we do not have a single customer accounting for more than
10% of our net sales, customer concentration can be more pronounced within certain businesses. Consequently, the loss of any
of our key customers or any significant reduction in their production requirements, or an adverse change in the terms of our
supply agreements with them, could reduce our sales revenue and net profit. In addition, geopolitical tensions, wars, and
terrorism can impact local demand for our products. Although we have been largely successful in maintaining customer
relationships in the past, there is no assurance that existing customer relationships will be renewed at existing volume, product
mix, or price levels, or at all.
Customers with operations subject to physical risks, including those caused by natural disasters and adverse weather
conditions related to climate change, may relocate production to less affected areas, which could be beyond the range of
Amcor's production sites. Supplying such relocated facilities may lead to additional costs. New regulations can also affect our
relationships with customers. Any loss, change, or other adverse event related to our key customer relationships could have a
material adverse effect on our business, financial condition, results of operations, or cash flows.
Furthermore, in recent years, some of our customers have acquired companies with similar or complementary product
lines. This consolidation has increased the concentration of our business with these customers. Such consolidation may be
accompanied by pressure from customers for lower prices, reflecting the increase in the total volume of products purchased or
the elimination of a price differential between the acquiring customer and the acquired company. While we have generally been
successful in managing customer consolidations, increased pricing pressures from our customers could have a material adverse
effect on our results of operations or cash flows.
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Competition — We face significant competition in the industries and regions in which we operate, which could adversely
affect our business.
We operate in highly competitive geographies and end use areas, each with varying barriers to entry, industry
structures, and competitive behavior. We regularly bid for new and continuing business in the industries and regions in which
we operate, and we continually adapt to changes in consumer demand. While we cannot predict with certainty the changes that
may impact our competitiveness, the main methods of competition in the general packaging industry include price, innovation,
sustainability, service, and quality.
Our competitors may develop or utilize disruptive technologies or other technological innovations that could increase
their ability to compete for our current or potential customers. Our failure to adequately respond to the actions that established
or potential competitors take could materially affect our ability to implement our plans and materially adversely affect our
business, financial condition, results of operations, or cash flows.
Expanding Our Current Business — We may be unable to expand our current business effectively through organic growth,
investments, or acquisitions.
Our business strategy includes both organic expansion of our existing operations, particularly through efforts to
strengthen and expand relationships with customers in emerging markets, product innovation (including addressing changes in
the industry or regulatory environments) and expansion through investments and acquisitions. However, we may not be able to
execute our strategy effectively for reasons within and outside our control. Our ability to grow organically may be limited by,
among other things, extensive saturation in the locations in which we operate or a change or reduction in our customers’ growth
plans due to changing economic conditions, strategic priorities, or otherwise. For many of our businesses, organic growth
depends on product innovation, new product development, and timely responses to changing consumer demands and
preferences. Consequently, failure to develop new or improved products in response to changing consumer preferences in a
timely manner may hinder our growth potential, impact our competitive position, and adversely affect our business and results
of operations.
We have pursued growth through acquisitions, including our recent combination with Berry, and there can be no
assurance that we will be able to identify suitable acquisition targets in the right geographic regions and with the right
participation strategy in the future, or to complete such acquisitions on acceptable terms or at all. If we are unable to identify
acquisition targets that meet our investment criteria and close such transactions on acceptable terms, our potential for growth by
way of acquisition may be restricted, which could have a material adverse effect on the achievement of our strategy and the
resulting expected financial benefits.
We have also invested in companies in which we do not exercise control. Our investment partners or other parties that
hold the remaining ownership interests in companies that we do not control may not have interests that are aligned with our
goals. We have incurred losses in our equity method investments in the past, and the recognition of our proportionate share of
our investees' results in the future could adversely affect our results of operations. In addition, our equity method investments
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of our investment
is not recoverable. If we determine that an investment is other-than-temporarily impaired, the resulting impairment charge could
adversely affect our results of operations. We have recognized impairment losses in the past in connection with our investments
and we may be required to do so again in the future.
Operational Risks
Global Economic Conditions — Challenging global economic conditions, have had, and may continue to have, a negative
impact on our business operations and financial results.
Demand for our products and services depends on consumer demand for our packaging products, including packaged
food, beverages, healthcare, personal care, agribusiness, industrial, and other consumer goods. Geopolitical events, such as
increased trade barriers or restrictions on global trade, political, financial, or social instability, wars, civil or social unrest,
natural disasters, or health crises, could result in general economic downturns, such as a recession or economic slowdown, and
could adversely affect our business operations and financial results.
Recent global economic challenges, including the conflict between Russia and Ukraine, the Middle East conflict,
tensions between China and Taiwan, and relatively high inflation and interest rates in certain regions, may continue to put
pressure on our business. Current and future unrest in regions where we operate, and political developments, could have a
material impact on our financial condition.
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When challenging economic conditions exist, our customers may delay, decrease, or cancel purchases from us, and
may also delay payments or fail to pay us altogether. Suppliers may also have difficulties filling our orders and we may have
difficulties getting our products to customers, which may affect our ability to meet customer demand and result in a loss of
business. Weakened global economic conditions may also result in unfavorable changes in our product prices and product mix
and lower profit margins. Although we take measures to mitigate the impact of inflation, including through pricing actions and
productivity programs, if these actions are not effective, our cash flow, financial condition, and results of operations could be
materially and adversely impacted. In addition, there could be a time lag between recognizing the benefit of our mitigating
actions and the impact of inflation and there is no guarantee that our mitigating measures will fully offset the impacts of
inflation.
International Operations — Our international operations subject us to various risks that could adversely affect our business
operations and financial results.
We have operations throughout the world, including facilities in emerging markets. In fiscal year 2025, approximately
75% of our sales revenue came from developed markets and 25% came from emerging markets. We expect to continue to
expand our operations in the future, including in the emerging markets.
Managing global operations is complex, particularly due to substantial differences in the cultural, political, and
regulatory environments of the countries where we operate. In addition, many countries where we have operations, including
Argentina, Brazil, China, Colombia, India, and Peru, have legal, regulatory, or political systems, that are dynamic and subject to
change.
The profitability of our operations may be adversely impacted by, among other things:
•
changes in applicable fiscal or regulatory regimes;
•
changes in, or difficulties in interpreting and complying with, local laws, sanctions, and regulations, including
tax, labor, foreign investment, and foreign exchange control laws;
•
nullification, modification, or renegotiation of, or difficulties or delays in enforcing contracts with clients or
joint venture partners that are subject to local law;
•
reversal of current political, judicial, or administrative policies encouraging foreign investment or foreign
trade, or related to the use of local agents, representatives, or partners in relevant jurisdictions;
•
trade restrictions, sanctions, and quotas;
•
wars, acts of terrorism, social and ethnic unrest, and geopolitical events;
•
pandemics and other health crises impacting different regions of the world unequally;
•
difficulties associated with nationalization or expropriation of assets, or expatriating or repatriating cash
generated or held abroad; and
•
changes in exchange rates and inflation, including hyperinflation.
Furthermore, prolonged periods of economic, legal, regulatory, or political instability in the emerging markets where
we operate could have a material adverse effect on our business, cash flow, financial condition, and results of operations.
The conflict between Russia and Ukraine has negatively impacted the global economy and led to various economic
sanctions being imposed by the U.S., the European Union, the United Kingdom, and other countries against Russia. It is not
possible to predict the broader or longer-term consequences of this conflict. Continued escalation of geopolitical tensions,
including the conflict in the Middle East and tensions between China and Taiwan, could result in the loss of property, supply
chain disruptions, significant inflationary pressure on raw material prices and other resources (such as energy and natural gas),
fluctuations in our customers’ buying patterns given regional shortages of food ingredients and other factors, enhanced risks to
our global technology infrastructure (such as through cyberattack or ransomware attack), exposure to foreign currency
fluctuations, credit and capital market disruption which could impact our ability to obtain financing, increase interest rates, and
adverse foreign exchange impacts. These broader consequences could have a material adverse effect on our business, cash flow,
financial condition, and results of operations.
Our international operations involve limited sales to entities located in countries subject to economic sanctions
administered by the U.S. Office of Foreign Assets Control, the U.S. Department of State, and the U.S. Department of
Commerce and other applicable national and supranational organizations (collectively, "Sanctions"). We also operate in certain
countries that are occasionally subject to Sanctions, which require us to maintain internal processes and control procedures.
Failure to do so could result in a breach by our employees of various laws and regulations, including those relating to money
laundering, corruption, export control, fraud, bribery, insider trading, antitrust, competition, and economic sanctions, whether
due to a lack of integrity or awareness or otherwise. We have implemented safeguards, training and policies to discourage these
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practices by our employees and agents. Any such breach could result in sanctions (including fines and penalties) and could have
a material adverse effect on our financial condition and reputation.
Raw Materials — Price fluctuations or shortages in the availability of raw materials, energy, and other inputs could
adversely affect our business.
As a manufacturer of packaging products, our sales and profitability are dependent on the availability and cost of raw
materials, labor, and other inputs, including energy. All of the raw materials we use are purchased from third parties, and our
primary inputs include polymer resins and films, paper, inks, solvents, adhesives, aluminum, and chemicals. Prices for these
raw materials are subject to substantial fluctuations that are beyond our control due to factors such as changing economic
conditions (including inflation), currency and commodity price fluctuations, resource availability and other supply chain
challenges, transportation costs, geopolitical risks (including the conflicts between Russia and Ukraine, and in the Middle East),
pandemics and other health crises, an increase in the demand for products manufactured from recycled materials, weather
conditions and natural disasters, environmental regulations related to greenhouse gas emissions, biodiversity and deforestation,
human rights due diligence regulations, and other factors impacting supply and demand pressures. For example, energy prices
have fluctuated significantly in the past few years and may fluctuate in the future which could negatively impact our results of
operations.
While we have largely been able to successfully manage through any supply disruptions and related price volatility in
the past, there is no assurance that we will be able to successfully navigate any future disruptions. Increases in costs and
disruptions in supply can have a material adverse effect on our business and financial results. We seek to mitigate these risks
through various strategies, including entering into contracts with certain customers that permit price adjustments to reflect
increased raw material and other costs or by otherwise seeking to increase our prices to offset increases in raw material and
other costs and seeking alternative sources of supply for key raw materials. However, there is no guarantee that we will be able
to anticipate or mitigate commodity and input price movements or supply disruptions. In addition, there may be delays in
adjusting prices to correspond with underlying raw material costs and corresponding impacts on our working capital and level
of indebtedness and any failure to anticipate or mitigate against such movements could have a material adverse effect on our
business, financial condition, results of operations, or cash flows.
Commercial Risks — We are subject to production, supply, and other commercial risks, including counterparty credit risks,
which may be exacerbated in times of economic volatility.
We face a number of commercial risks, including (i) operational disruption, such as mechanical or technological
failures, disruptions due to natural disasters, geopolitical conflicts, or health crises, each of which could lead to production loss
and/or increased costs, (ii) shortages in manufacturing inputs due to the loss of key suppliers or their inability to supply inputs,
and (iii) risks associated with development projects (such as cost overruns and delays).
Supply or workforce shortages, fluctuations in freight costs, limitations on shipping capacity, or other disruptions in
our supply chain, including sourcing materials from a single supplier or those that may occur related to wars, geopolitical
tensions, natural disasters, health crises, or new regulations, could affect our ability to obtain timely delivery of raw materials,
equipment, and other supplies, and in turn, adversely impact our ability to supply products to our customers. Additionally,
severe weather events and other adverse effects of climate change could have negative effects on agricultural productivity,
leading customers to face both availability and price challenges with agricultural commodities, which may impact the demand
for our products. The potential magnitude of these commercial risks on our business, financial condition, results of operations,
or cash flows could be material.
Additionally, the insolvency of, or contractual default by, any of our customers, suppliers, and financial institutions,
such as banks and insurance providers, may have a material adverse effect on our operations and financial condition. Such risks
are exacerbated in times of economic volatility, either globally or in the geographies and industries in which our customers,
suppliers, or financial institutions operate. If a counterparty defaults on its payment obligation to us, we may be unable to
collect the amounts owed, and some or all of these outstanding amounts may need to be written off. If a counterparty becomes
insolvent or is otherwise unable to meet its obligations in connection with a particular project, we may need to find a
replacement to fulfill that party’s obligations or, alternatively, fulfill those obligations ourselves, which may be more expensive.
The occurrence of any of these risks could have a material adverse effect on our business, financial condition, results of
operations, or cash flows, which may result in a competitive disadvantage.
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Health Crises — Our business and operations may be adversely affected by pandemics, epidemics, or other disease
outbreaks.
Our business and financial results may be negatively impacted by outbreaks of contagious diseases. Health crises have
resulted in the past and could in the future result in supply chain disruptions due to the temporary closure of our facilities, the
facilities of our suppliers, or other suppliers in our supply chain, the shut-down of customers’ operations, volatility in raw
material costs, and labor shortages and may have broader global economic or geopolitical implications. In addition, any major
animal disease outbreak could adversely impact the demand for our packaging. While we have established protocols to manage
these potential impacts, the extent to which health crises may impact our business and operations is unknown and the effect on
our business, financial condition, results of operations, or cash flows could be material.
Attracting, Developing, and Retaining Talent — If we are unable to attract, develop, and retain our global executive
management team and our other skilled workforce, we may be adversely affected.
Our ability to execute our strategy and deliver long-term value depends on our success in attracting, developing, and
retaining a skilled and engaged workforce, including our global executive management and operational teams. Following our
recent combination with Berry, we are navigating a significant transformation of our business and culture. While the integration
provides opportunities to scale talent strategies and enhance organizational capability, it also introduces complexity in aligning
legacy systems, practices, and leadership structures. Challenges in managing this transition or retaining critical talent could
adversely impact execution of our business plans and overall performance. There is no assurance that these efforts will be
successful and as a result we may suffer material adverse effects on our business, financial condition, results of operations, and
cash flows.
Externally, we continue to face labor market challenges, including skilled labor shortages, wage inflation,
demographic shifts, and evolving workforce expectations. While we have responded effectively to date through workforce
planning, succession strategies, and employee engagement efforts, we cannot guarantee continued success in attracting or
retaining the talent critical to our growing organization. Prolonged gaps in workforce continuity or capability may negatively
affect our productivity, operations, and ability to meet customer commitments.
Labor Disputes — Our business could be adversely affected by labor disputes and an inability to renew collective bargaining
agreements at acceptable terms.
As of June 30, 2025, approximately 37% of our employees were covered by collective bargaining agreements. Labor
relations remain a key consideration, particularly in regions with high union representation. Although we have not experienced
significant labor disruptions in recent years, we have encountered isolated work stoppages and may face labor disputes in the
future, including protests or strikes, which could disrupt our operations and negatively impact our financial performance.
The recent merger with Berry has added complexity to employment terms across regions. Delays or challenges in
renewing agreements could result in higher labor costs or operational disruptions. However, there is no assurance that we will
avoid future disputes or be able to renegotiate agreements on favorable terms. Additionally, labor actions by employees of our
suppliers, customers, or other third parties could have a material adverse effect on our business, financial condition, results of
operations, and cash flows.
Physical Impacts of Climate Change — Our business is subject to physical risks related to climate change which could
negatively impact our business operations and financial results.
Climate change may have a progressively adverse impact on our business and those of our customers, suppliers, and
partners. Many of the geographic areas where our production is located and where we conduct business may be affected by
natural disasters, including snowstorms, extreme heat, hurricanes, flooding, forest fires, deforestation, loss of biodiversity,
earthquakes, and drought. Such events may have a physical impact on our facilities, information technology centers, workforce,
inventory, suppliers, and equipment and any unplanned downtime could result in unabsorbed costs that could negatively impact
our business and results of operations. We may also incur significant costs to relocate or reestablish these operations.
Additionally, climate change may result in higher insurance premiums or the inability to insure certain risks.
Longer-term climate change patterns could significantly alter supplier availability or customer demand, which is
especially true for suppliers and customers who rely on supply chains routinely impacted by weather. For example, agricultural
supply chains could be impacted by increased levels of drought or flooding and customers in coastal regions could be impacted
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by frequent flooding. These changes are uncertain, and we cannot predict the potential magnitude of such events on our
business, financial condition, results of operations, or cash flows.
Significant Disruption at Key Manufacturing Facility — A significant disruption at one of our key manufacturing facilities
could adversely affect our business operations and financial results.
Our diversification of facilities for product manufacturing and current or future insurance coverage for our facilities,
including business interruption insurance, may not be sufficient to protect our business in the event of a significant disruption at
one of our key manufacturing facilities. Significant disruptions due to accident, labor issues, weather conditions, power outages,
cyberattacks or otherwise, could negatively impact our business, financial condition, or results of operations, or cash flows.
Information Technology and Cybersecurity Risks
Cybersecurity Risk — The disruption of our operations or risk of loss of our sensitive business information could negatively
impact our financial condition and results of operations.
Increased cyber-attacks, including computer viruses, ransomware, unauthorized access attempts, phishing, hacking,
and other types of attacks pose a risk to the security and availability of our information technology systems, including those
provided by third parties. Emerging artificial intelligence technologies may intensify these cybersecurity risks. In addition to
traditional attacks, we face threats from sophisticated nation-state and nation-state-supported actors who engage in attacks,
including advanced persistent threat intrusions. We have experienced and expect to continue to experience actual and attempted
cyber-attacks on our information technology systems by threat parties of all types (including nation-states, criminal enterprises,
individuals, or advanced persistent threat groups). Geopolitical instability, including as a result of the Russia-Ukraine conflict,
evolution, scope, and sophistication of cyber-attacks, accessibility of our data by third parties through interconnected networks,
and work-from-home arrangements heighten the risk of cyber-attacks.
We have operational safeguards in place to detect and prevent cyber-attacks, such as employee training, monitoring of
our networks and systems, ensuring strong data protection standards, and maintaining and upgrading security systems but it is
virtually impossible to entirely eliminate this risk. To date, we have not experienced any significant impacts. However, our
safeguards may not always be able to prevent a cyber-attack from impacting our systems and we may not be able to
successfully and timely execute our business recovery protocol or successfully integrate Berry into our cybersecurity risk
programs, which could have a material impact on our business, financial condition, results of operations, or cash flows. Further,
as cybersecurity threats continue to evolve, we may be required to make significant investments to modify or enhance our
systems to improve our ability to respond and recover. In addition, our customers, suppliers, and third-party service providers
are susceptible to cyber-attacks and disruption to their information technology systems, which could result in reduced demand
for our products or limit our ability to supply our products.
We also maintain and have access to sensitive, confidential, or personal data or information that is subject to privacy
and security laws, regulations, and customer controls. Data privacy laws and regulations continue to evolve and impose more
complex and stringent requirements especially in the U.S., Europe, and China, which increases the complexity of our processes
and associated costs. Despite our efforts to protect such information and to comply with privacy and data protection laws and
regulations, our facilities and systems and those of our customers, suppliers, and third-party service providers may be
vulnerable to security breaches, cyber-attacks, misplaced or lost data, and programming and/or user errors that could lead to the
compromising of sensitive, confidential, or personal data or information, the improper use of our systems and networks, and the
manipulation and destruction of data. Information system damages, disruptions, shutdowns, or compromises could result in
production downtimes and operational disruptions, transaction errors, loss of customers and business opportunities, violation of
privacy laws and legal liability, regulatory fines, penalties or intervention, negative publicity resulting in reputational damage,
reimbursement or compensatory payments, and other costs, any of which could have an adverse effect on our business,
financial condition, results of operations, or cash flows, which affect may be material and result in a competitive disadvantage.
Although we attempt to mitigate these risks by employing a number of measures, our systems, networks, products, and services
remain potentially vulnerable to advanced and persistent threats.
Information Technology — A failure or disruption in our information technology systems could disrupt our operations,
compromise customer, employee, supplier, and other data, and could negatively affect our business.
We rely on the successful and uninterrupted functioning of our information technology and control systems to securely
manage operations and various business functions, and on various technologies to process, store, and report information about
our business, and to interact with customers, suppliers, and employees around the world. In addition, our information systems
rely on internal information technology systems and third-party systems, including cloud solutions, which require different
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security measures. These measures cover technical changes to our network security, organization, and governance changes as
well as alignment of third-party suppliers on market standards. As with all information technology systems, our systems may be
susceptible to damage, disruption, information loss, or shutdown due to a variety of factors including power outages, failures
during the process of upgrading or replacing software, hardware failures, cyber-attacks (e.g., phishing, ransomware, computer
viruses), natural disasters, telecommunications failures, user errors, unauthorized access, and malicious or accidental
destruction, or catastrophic events. Infrastructure changes, including migration to new data centers or cloud solutions, updates
or patches to our core software infrastructure, and changes in our data processing pipelines could lead to significant business
disruptions due to human error in our deployment processes or third-party software errors. While we have established and
regularly test our business disaster recovery plan, there is no guarantee that it will resolve issues resulting from those
disruptions in a timely manner. We may suffer material adverse effects on our business, financial condition, results of
operations, and cash flows.
Financial Risks
Interest Rates — Rising interest rates increase our borrowing costs on our variable rate indebtedness and could have other
negative impacts.
As of June 30, 2025, approximately 17% of our indebtedness was subject to variable interest rates. When interest rates
increase, our debt service obligations on our variable rate indebtedness increase even when the amount borrowed remains the
same. Any future increases in interest rates could increase the costs of obtaining new debt and refinancing existing fixed rate
debt as well as variable rate indebtedness, negatively impacting our business, financial condition, results of operations, or cash
flow.
We manage exposure to interest rates by maintaining a mixture of fixed-rate and variable-rate debt, monitoring global
interest rates, and, where appropriate, entering into various derivative instruments. However, if our derivative instruments are
not effective in mitigating our interest rate risk, if we are under-hedged, or if a hedge provider defaults on their obligations
under hedging arrangements, it could have a material adverse impact on our business, financial condition, results of operations,
or cash flows.
In addition, increases in interest rates could reduce the attractiveness of the cash management programs we use, such
as customer and supply chain finance programs, which could negatively impact our cash and working capital and increase our
borrowings. Refer to Note 14, "Debt," of the notes to consolidated financial statements for information about our variable rate
borrowings. Also refer to "Item 7A. - Quantitative and Qualitative Disclosures About Market Risk," including interest rate risk,
in this Annual Report on Form 10-K.
Exchange Rates — We are exposed to foreign exchange rate risk.
We are subject to foreign exchange rate risk, both transactional and translational, which may negatively affect our
reported cash flow, financial condition, and results of operations. Transactional foreign exchange exposures are associated with
transactions in currencies other than the entity's functional currency. Translational foreign exchange exposures result from
exchange rate fluctuations in the conversion of entity functional currencies to U.S. dollars, our reporting currency, and may
affect the reported value of our assets and liabilities and our income and expenses. In particular, our translational exposure may
be impacted by movements in the exchange rate between the Euro, the Brazilian Real, the Swiss Franc, the Chinese Yuan, and
the United Kingdom Pound Sterling against the U.S. dollar. Refer to "Item 7A. - Quantitative and Qualitative Disclosures
About Market Risk," including foreign exchange risk, in this Annual Report on Form 10-K.
Exchange rates between transactional currencies may change rapidly due to a variety of factors. In addition, we have
recognized foreign exchange losses related to the currency devaluation in Argentina and its designation as a highly inflationary
economy under U.S. GAAP. Refer to Note 2, "Significant Accounting Policies," of the notes to consolidated financial
statements in this Annual Report on Form 10-K for further information regarding highly inflationary accounting.
To the extent currency devaluation occurs across our business, we are likely to experience a lag in the timing to pass
through U.S. dollar-denominated input costs across our business, which would adversely impact our margins and profitability.
As such, we may be exposed to future exchange rate fluctuations, and such fluctuations could have a material adverse effect on
our reported cash flow, financial condition, and results of operations. Our Board of Directors has approved a hedging policy to
limit and manage the risk of such foreign exchange fluctuations, however, if our hedges are not effective in mitigating our
foreign currency risks, if we are under-hedged, or if a hedge provider defaults on their obligations under hedging arrangements,
it could have a material adverse impact on our reported cash flow, financial condition, and results of operations.
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Goodwill and Other Intangible Assets — As a result of the Merger, our goodwill and other intangible assets have increased
significantly, and a significant impairment would have a material adverse effect on our reported results of operations and
financial position.
As of June 30, 2025, and after the Merger, we had $18.7 billion of goodwill and other intangible assets. We review our
goodwill balance for impairment at least once a year and whenever events or a change in circumstances indicate that an
impairment may have occurred using the appropriate business valuation methods in accordance with current accounting
standards. Future changes in the cost of capital, market multiples, market growth, expected cash flows, or other factors may
cause our goodwill and/or other intangible assets to be impaired, resulting in a non-cash charge in our results of operations to
reduce the value of these assets to their fair value. Furthermore, if we make changes to our business strategy or if external
conditions adversely affect our business operations, we could be required to record an impairment charge for goodwill and/or
other intangible assets, which could have a material adverse effect on our business, financial condition, and results of
operations. We have identified the valuation of goodwill and other intangible assets as a critical accounting estimate. Refer to
"Item 7. - Management’s Discussion and Analysis of Financial Condition and Results of Operations," "Critical Accounting
Estimates and Judgments," of this Annual Report on Form 10-K.
Internal Controls — If we fail to maintain an effective system of internal control over financial reporting, we may not be
able to accurately report our financial results which may adversely affect investor confidence and adversely impact our stock
price.
We have been subject to the requirements of Section 404 of the Sarbanes-Oxley Act ("SOX") since fiscal year 2020.
Management is responsible for establishing and maintaining adequate internal controls over financial reporting and while they
meet the standards set forth in SOX, our internal control over financial reporting may not prevent or detect misstatements, as
any controls or procedures, no matter how well designed and operated, can provide only reasonable assurance against
misstatement. We have elected to exclude from management's annual report on internal control over financial reporting for
fiscal year 2025 an assessment of the control environment of Berry, given the Merger closed in our fourth fiscal quarter. If we
fail to maintain the adequacy of our internal controls, which includes integrating Berry into our control environment in fiscal
year 2026, we could be subject to regulatory scrutiny, civil or criminal penalties, or litigation. In addition, failure to maintain
adequate internal controls could result in financial statements that do not accurately reflect our financial condition, and we may
be required to restate previously published financial information, which could lead to a material adverse effect on our
operations, loss of investor confidence, and a negative impact on the trading price of our common stock.
Insurance — Our insurance policies, including our use of a captive insurance company, may not provide adequate
protection against all of the key operational risks we face.
We seek protection from a number of our key operational risk exposures through the purchase of insurance. A
significant portion of our insurance is placed in the insurance market with third-party reinsurers. Our policies with such third-
party reinsurers cover a variety of risk exposures, including property damage and business interruption. Although we believe
the coverage provided by such policies is consistent with industry practice, the insurance coverage does not insure us against all
risks in our operations or all claims we may receive and there is no guarantee that any claims made under such policies will
ultimately be paid or that we will be able to maintain such insurance at acceptable premium cost levels in the future.
Additionally, we retain a portion of our insurable risk through our captive insurance companies, located in Singapore
and Guernsey. Our captive insurance companies collect annual premiums from our business groups and assume specific risks
relating to various risk exposures, including property damage. The captive insurance companies may be required to make
payments for insurance claims that exceed the captive's reserves, which could have a material adverse effect on our business,
financial condition, results of operations, or cash flows.
Legal and Compliance Risks
Intellectual Property — Our inability to defend our intellectual property rights or intellectual property infringement claims
against us could have an adverse impact on our ability to compete effectively.
Our ability to compete effectively depends, in part, on our ability to protect and maintain the proprietary nature of our
owned and licensed intellectual property. We own a number of patents on our products, aspects of our products, methods of use
and/or methods of manufacturing, and we own, or have licenses to use, the material trademark and trade name rights used in
connection with the packaging, marketing and distribution of our major products. We also rely on trade secrets, know-how, and
other unpatented proprietary technology. If we are unable to detect the infringement of our intellectual property or to enforce
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our intellectual property rights, our competitive position may suffer. The unauthorized use of our intellectual property by
someone else could reduce certain of our competitive advantages, cause us to lose sales, or otherwise harm our business.
We attempt to protect and restrict access to our intellectual property and proprietary information by relying on the
patent, trademark, copyright, and trade secret laws of the countries in which we operate, as well as non-disclosure agreements.
However, it may be possible for a third-party to obtain our information without authorization, independently develop similar
technologies, or breach a non-disclosure agreement entered into with us. Our pending patent applications and our pending
trademark registration applications may not be allowed, or competitors may challenge the validity or scope of our patents or
trademarks. Our competitors might avoid infringement by designing around our intellectual property rights or by developing
non-infringing competing technologies. In addition, our patents, trademarks, and other intellectual property rights may not
provide us with a significant competitive advantage. Furthermore, many of the countries in which we operate, particularly
emerging markets, do not have intellectual property laws that protect proprietary rights as fully as the laws of more developed
jurisdictions, such as the United States and the European Union. The costs associated with protecting our intellectual property
rights could also adversely impact our business.
Similarly, while we have not received any significant claims from third parties suggesting that we may be infringing,
directly or indirectly, on their intellectual property rights, there can be no assurance that we will not receive such claims in the
future. If we were held liable for a claim of infringement, we could be required to pay damages, obtain licenses, or cease
making, using or selling certain products or technologies. Intellectual property litigation, which could result in substantial costs
to us and divert the attention of management, may be necessary to protect our trade secrets or proprietary technology or for us
to defend against claimed infringement of the rights of others and to determine the scope and validity of others’ proprietary
rights. We may not prevail in any such litigation, and if we are unsuccessful, we may not be able to obtain any necessary
licenses on reasonable terms or at all. Failure to protect our patents, trademarks, and other intellectual property rights could
have a material adverse effect on our business, financial condition, results of operations, or cash flows.
Litigation — Litigation, including product liability claims and litigation related to Environmental, Social and Governance
("ESG") impacts, or regulatory developments could adversely affect our business operations and financial performance.
We are, and in the future will likely become, involved in lawsuits, regulatory inquiries, and governmental and other
legal proceedings that arise in the ordinary course of our business, including product liability claims, which may lead to
financial or reputational damages. We may be exposed to litigation related to the environmental, health, and human rights
impacts of our operations, products, and sourcing activities, as well as our external communications related to such topics.
Given our global footprint, we are exposed to uncertainty regarding the regulatory environment. The timing of the final
resolutions to lawsuits, regulatory actions and inquiries, and governmental and other legal proceedings is typically uncertain,
and any such proceedings or claims, regardless of merit, could be time consuming and expensive to defend and could divert
management’s attention and resources. Additionally, the possible outcomes of, or resolutions to, these proceedings could
include adverse judgments or settlements, either of which could require substantial payments. Even if we are successful in
defending ourselves against these actions, the costs of such defense may be significant.
ESG Practices — Increasing scrutiny and emerging expectations from investors, customers, suppliers, and governments
with respect to our ESG practices and commitments may impose additional costs on us or expose us to additional risks.
There is significant scrutiny from investors, customers, suppliers, governments, and other stakeholders on corporate
ESG practices. Our commitment to sustainability and ESG practices remains at the core of our business, and we have
established related goals and targets. For example, we have made a public commitment to achieve net zero greenhouse gas
emissions by 2050 and have set long-term emissions targets which were approved by the Science Based Targets initiative
("SBTi") and we are planning on re-submitting combined company targets given the Merger with Berry. However, our ESG
practices may not meet the standards of all of our stakeholders, and advocacy groups may campaign for further changes based
on emerging standard practices related to environmental, social, and governance issues. Many of our large, global customers are
also committing to long-term targets to reduce greenhouse gas emissions within their supply chains. If we are unable to support
our customers in achieving these reductions, customers may seek out competitors who are better able to support such
reductions. A failure, or perceived failure, to respond to expectations of all parties, including with meeting our own climate-
related and other ESG target ambitions, could cause harm to our business and reputation and have a negative impact on the
trading price of our common stock. Moreover, not all of our competitors establish, or will be legally required to establish,
climate or other ESG sustainability targets and goals at levels comparable to ours, which could result in competitors having
lower supply chain, operating or compliance costs as well as reduced reputational and legal risks associated with not meeting
such goals.
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ESG Regulations — Changing and emerging ESG government regulations, including climate-related rules, may adversely
affect our company.
Numerous ESG-related legislative and regulatory initiatives, including those related to our products, operations, and
sourcing activities, have been passed and are likely to continue to be introduced in the various jurisdictions in which we
operate. These new ESG-related regulations are evolving rapidly, and the regulations being enacted are often not harmonized
across the jurisdictions in which we operate, increasing the complexity and cost of compliance and exposing us to increased
legal risks associated with compliance. Our failure to comply with ESG regulatory reporting requirements could result in fines,
loss of reputation, and other negative impacts which could be material, and the cost of compliance may negatively impact our
business, financial condition, and results of operations.
Additionally, increased regulation of emissions linked to climate change, including greenhouse gas emissions and
other climate-related regulations, could potentially increase the cost of our operations due to increased costs of compliance
(which may not be recoverable through adjustment of prices), increased cost of fossil fuel-based inputs and increased cost of
energy intensive raw material inputs. We could also incur additional compliance costs for monitoring and reporting emissions
and for maintaining permits. However, any such changes are uncertain, and we cannot predict the amount of additional capital
expenses or operating expenses that would be necessary for compliance.
Increased environmental legislation or regulation, including regulations related to extended producer responsibility
("EPR"), could result in higher costs for us in the form of payments under EPR programs, higher raw material costs, increased
energy and freight costs, new taxes on packaging products which could reduce demand for our products, and result in increased
litigation. It is possible that certain materials might cease to be permitted to be used in our processes. Government bans of, or
restrictions on, certain materials or packaging formats may close off markets to Amcor's business. For example, governmental
authorities in the U.S., Europe and in other countries have become increasingly focused on the contamination of soil, air, and
water exacerbated by the use of non-degradable chemicals, including per- and polyfluoroalkyl substances ("PFAS"). Various
U.S. states have implemented, or are in the process of implementing, laws to restrict the use of PFAS in various applications,
including in packaging materials or production processes. While we believe we are in compliance with existing regulations, the
cost of compliance in the future to modify our products or production processes may be significant and adversely impact our
financial position, results of operations, and cash flows.
Increased social legislation or regulation, including requirements related to human rights due diligence and modern
slavery reporting, could result in increased costs of compliance resulting from enhanced efforts to assess and remediate
potential human rights risk across our global operations and supply chain. Gaps in our ability to identify potential human rights
violations could lead to negative publicity or loss of business.
We are a manufacturing entity that utilizes petrochemical-based raw materials to produce many of our products. The
emergence of plastic bans or mandates to reduce plastic use may require shifts to more costly alternative materials or additional
investment in the redesign of existing products and these costs might not be able to be passed on to our customers. Mandates to
use certain types of materials, such as post-consumer recycled ("PCR") content, may lead to supply shortages and higher prices
for those materials as current recycling rates may be insufficient to meet increased demand for PCR within and beyond the
packaging industry.
Additionally, a sizable portion of our business comes from healthcare packaging and food and beverage packaging,
both highly regulated markets. Therefore, we are also subject to certain local and international standards related to such
products. Compliance with these laws and regulations can require a significant expenditure of financial and employee
resources. A failure to comply with these regulatory requirements could adversely affect our reputation, our results of
operations or result in, among other things, litigation, revocation of required licenses, internal investigations, governmental
investigations or proceedings, administrative enforcement actions, fines, and civil and criminal liability.
Operational EHS Risks — We are subject to costs and liabilities related to EHS laws and regulations, as well as changes in
the global climate, that could adversely affect our business.
We are required to comply with EHS laws, rules, and regulations in each of the countries in which we operate and do
business. Federal, state, provincial, and local laws and requirements related to safe and healthy workplace conditions represent
critical operational factors to manage so that our people can go home safely every day. Changes to these laws and requirements
may result in additional costs and actions across the affected country and/or region. Various government agencies may
promulgate new or modified legislation and implement special emphasis programs or enforcement actions with potential to
impact Amcor operations subject to the respective health and safety programs.
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Federal, state, provincial, and local environmental requirements relating to air, soil, and water quality, handling,
discharge, storage, and disposal of a variety of substances, are also significant factors in our business, and changes to such
requirements generally result in an increase to our costs of operations. We may be found to have environmental liability for the
costs of remediating soil or water that is, or was, contaminated by us or a third-party at various facilities we own, used, or
operate (including facilities that may be acquired by us in the future). For instance, an increase in legislation with respect to
litter related to plastic packaging or related recycling programs may cause legislators in some countries and regions in which
our products are sold to consider banning or limiting certain packaging formats or materials or applying taxes or fees on some
types of our products. Legal proceedings may result in the imposition of fines or penalties, as well as mandated remediation
programs, that require substantial, and in some instances, unplanned capital expenditures.
We have incurred in the past and may incur in the future, fines, penalties, and legal costs relating to environmental
matters, and costs relating to the damage of natural resources, lost property values, and toxic tort claims. Provisions are raised
when it is considered probable that we have some liability, and the amount can be reasonably estimated. However, because the
extent of potential environmental damage and the extent of our liability for such damage is usually difficult to assess and may
only be ascertained over a long period of time, our actual liability in such cases may end up being substantially higher than the
currently provisioned amount. Accordingly, additional charges could be incurred that would have an adverse effect on our
operating results and financial position, which may be material.
Tax Law Changes — Changes in tax laws or changes in our geographic mix of earnings could have a material impact on
our financial condition and results of operations.
We are subject to income and other taxes in the many jurisdictions in which we operate. Tax laws and regulations are
complex and the determination of our global provision for income taxes and current and deferred tax assets and liabilities
requires judgment and estimation. We are subject to routine examinations of our income tax returns, and tax authorities may
disagree with our tax positions and assess additional tax. Our future income taxes could also be negatively impacted by our mix
of earnings in the jurisdictions in which we operate being different than anticipated given differences in statutory tax rates in the
countries in which we operate. In addition, we may be adversely impacted by certain tax policy efforts, including any tax law
changes resulting from the Organization for Economic Cooperation and Development ("OECD") and the G20's inclusive
framework on Base Erosion and Profit Shifting ("BEPS"), which has proposed a 15% global minimum tax applied on a
country-by-country basis (the "Pillar Two rule"), and many countries (including countries in which we operate) have enacted or
begun the process of enacting laws adopting the Pillar Two rule. The first component of the Pillar Two rule applied to us from
July 1, 2024. While we do not currently expect the Pillar Two rule to have a material impact on our effective tax rate, our
analysis is ongoing as the OECD continues to release guidance and as countries begin implementing legislation. Future
developments could change our current assessment, and it is possible that the Pillar Two rule could adversely impact our tax
rate and subsequent tax expense.
Trade Policy - Our business may be impacted by changes to trade policy, including tariff and custom regulations, or failure
to comply with such regulations may have an adverse effect on our reputation, business, financial condition and results of
operations.
Changes in, and uncertainty with respect to, international trade policies in the United States or other countries in which
we operate could materially impact the cost and supply of raw materials as duties are assessed on raw materials used in our
production process or on items in our other spend categories, including the procurement of production equipment. The current
U.S. administration announced reciprocal tariffs in April 2025 the announcement of which has rapidly raised the country's
weighted-average tariff rate to its highest level in the past 100 years. Other governments' responses have varied and there is
ongoing uncertainty in global trade relations. Countries impose, modify, and remove tariffs and other trade restrictions in
response to a wide variety of factors, including national economic and political considerations. While we have generally been
able to pass on the cost of tariffs in the past, we may not be able to fully mitigate the impact of increased tariffs or any future
tariffs or source alternative suppliers of raw materials if supply chains are impacted. In addition, customs authorities may also
disagree with our claimed tariff treatment or enact retroactive duties on items we import. Tariffs could also adversely impact
market demand for our products, including any fluctuation in exchange rates as a result of such activity. The occurrence of any
of these risks could materially impact our business, financial condition, results of operations, or cash flows.
Risks Relating to Being a Jersey, Channel Islands Company Listing Ordinary Shares
Our ordinary shares are issued under the laws of Jersey, Channel Islands, which may not provide the level of legal certainty
and transparency afforded by incorporation in a U.S. jurisdiction and which differ in some respects to the laws applicable to
U.S. corporations.
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We are organized under the laws of Jersey, Channel Islands, a British crown dependency that is an island located off
the coast of Normandy, France. Jersey is not a member of the European Union. Jersey, Channel Islands legislation regarding
companies is largely based on English corporate law principles. The rights of holders of our ordinary shares are governed by
Jersey law, including the Companies (Jersey) Law 1991, as amended, and by the Amcor Articles of Association, as may be
amended from time to time. These rights differ in some respects from the rights of other shareholders in corporations
incorporated in the United States. Further, there can be no assurance that the laws of Jersey, Channel Islands, will not change in
the future or that they will serve to protect investors in a similar fashion afforded under corporate law principles in the U.S.,
which could adversely affect the rights of investors.
U.S. shareholders may not be able to enforce civil liabilities against us.
A significant portion of our assets is located outside of the United States and several of our directors and officers are
citizens or residents of jurisdictions outside of the United States. As a result, it may be difficult for investors to successfully
serve a claim within the United States upon those non-U.S. directors and officers, or to enforce judgments realized in the United
States.
Judgments of U.S. courts may not be directly enforceable outside of the U.S. and the enforcement of judgments of
U.S. courts outside of the U.S., including those in Australia and Jersey, may be subject to limitations. Investors may also have
difficulties pursuing an original action brought in a court in a jurisdiction outside the U.S., including Australia and Jersey, for
liabilities under the securities laws of the U.S. Additionally, our Articles of Association provide that while the Royal Court of
Jersey will have non-exclusive jurisdiction over actions brought against us, the Royal Court of Jersey will be the sole and
exclusive forum for derivative shareholder actions, actions for breach of fiduciary duty by our directors and officers, actions
arising out of Companies (Jersey) Law 1991, as amended, or actions asserting a claim against our directors or officers governed
by the internal affairs doctrine. The exclusive forum provision would not prevent derivative shareholder actions based on claims
arising under U.S. federal securities laws from being raised in a U.S. court and would not prevent a U.S. court from asserting
jurisdiction over such claims. However, there is uncertainty whether a U.S. or Jersey court would enforce the exclusive forum
provision for actions claiming breach of fiduciary duty and other claims.
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Item 1B. - Unresolved Staff Comments
None.
Item 1C. - Cybersecurity
We engage in an annual enterprise-wide risk assessment process which includes an evaluation of cybersecurity risks.
We recognize the critical importance of securing the information of the Company’s customers, vendors, and employees and
maintaining the security of our systems and data and have developed a comprehensive cybersecurity incident response plan.
Our recent merger with Berry presents an opportunity to enhance and unify our cybersecurity risk programs by
integrating the strengths of both legacy cybersecurity organizations. As part of this integration, we are conducting a
comprehensive cybersecurity risk assessment, harmonizing cybersecurity policies, processes, operations, and consolidating the
cybersecurity functions into a single organization. Our integration efforts will concentrate on maintaining the continuous
availability of our operations while aligning our organization's risk management strategy.
Governance
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.
Risk Management and Strategy
We have implemented an extensive cybersecurity program that leverages the National Institute of Standards and
Technology ("NIST") Cybersecurity Framework. Our cybersecurity program is designed to assess, identify, and manage risks
from cybersecurity threats while maintaining the confidentiality and availability of our information systems. We have also
established and maintain a comprehensive Global Security Incident Response Plan designed to enable compliance with
reporting standards and provide a robust response to global cybersecurity events. We perform periodic assessments to identify
and assess cybersecurity risks, including through the utilization of third parties to assess our system vulnerabilities. We also
regularly train employees on cybersecurity risks, including through monthly phishing simulations.
We perform cybersecurity risk assessments of the third-party vendors we utilize and have processes to identify
cybersecurity risks posed by using third-party systems. We also request our third-party vendors to promptly notify us of any
actual or suspected breach that could impact our data or operations.
Our global footprint exposes us to numerous and evolving cybersecurity risks that could have an adverse effect on our
business, financial condition, and results of operations. To date, we have not experienced any significant impacts from
cybersecurity threats. However, our safeguards may not always be able to prevent a cyber-attack from impacting our systems or
successfully execute our business recovery protocol, which could have a material impact on our business, financial condition,
results of operations, or cash flows. Refer to the risk factor captioned “Cybersecurity Risk – The disruption of our operations or
risk of loss of our sensitive business information could negatively impact our financial condition and results of operations” in
"Item 1A. - Risk Factors" of this Annual Report on Form 10-K for additional narrative on our cybersecurity risks and the
potential related impacts to us.
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Item 2. - Properties
We consider our plants and other physical properties, whether owned or leased, to be suitable, adequate, and of
sufficient productive capacity to meet the requirements of our business. Our manufacturing plants operate at varying levels of
utilization depending on the type of operation and market conditions. The breakdown of our manufacturing and support
facilities at June 30, 2025, was as follows:
Global Flexible Packaging Solutions Segment
This segment has 210 manufacturing and support facilities located in 36 countries, of which approximately 75% are
owned directly by us and approximately 25% are leased from outside parties. Initial building lease terms typically provide for
minimum terms in a range of two to 30 years and have one or more renewal options.
Global Rigid Packaging Solutions Segment
This segment has 213 manufacturing and support facilities located in 34 countries, of which approximately 55% are
owned directly by us and approximately 45% are leased from outside parties. Initial building lease terms typically provide for
minimum terms in a range of two to 15 years and have one or more renewal options.
Corporate and General
Our primary executive office is located in Zurich, Switzerland. We also maintain corporate offices in other regions.
Item 3. - Legal Proceedings
Refer to Note 20, "Contingencies and Legal Proceedings," of the notes to consolidated financial statements for
information about legal proceedings.
Item 4. - Mine Safety Disclosures
Not applicable.
28
45
Annual Report FY25
PART II
Item 5. - Market for Registrant's Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our ordinary shares are traded on the New York Stock Exchange (the "NYSE") under the symbol AMCR, and our
CHESS Depositary Instruments ("CDIs") are traded on the Australian Securities Exchange (the "ASX") under the symbol
AMC. As of June 30, 2025, there were 92,040 registered holders of record of our ordinary shares and CDIs.
Share Repurchases
We did not repurchase our shares during the three months ended June 30, 2025 and had no amounts outstanding under
approved share repurchase programs during the three months ended June 30, 2025.
29
46
Annual Report FY25
Shareholder Return Performance
The information under this caption "Shareholder Return Performance" in this Item 5 of this Annual Report on Form
10-K is not deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C under the
Exchange Act, or to the liabilities of Section 18 of the Exchange Act and will not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically
incorporate it by reference into such a filing.
The line graph below illustrates our cumulative total shareholder return on our ordinary shares as compared with the
cumulative total return of our Peer Group, the S&P 500 Index, the S&P 500 Materials Index, and the ASX 200 Index for the
period beginning June 30, 2020. The graph assumes $100 was invested on June 30, 2020, and that all dividends were
reinvested.
June 30,
2020
June 30,
2021
June 30,
2022
June 30,
2023
June 30,
2024
June 30,
2025
Amcor plc
$
100.00 $
116.87 $
131.82 $
110.49 $
114.14 $
112.74
S&P 500
$
100.00 $
140.79 $
125.85 $
150.51 $
187.47 $
215.89
S&P 500 Materials
$
100.00 $
148.51 $
135.56 $
156.05 $
169.61 $
172.77
S&P/ASX 200
$
100.00 $
140.41 $
122.73 $
138.09 $
156.85 $
177.69
Peer Group
$
100.00 $
118.88 $
120.30 $
127.47 $
124.29 $
126.58
The Peer Group consists of Ansell Limited, AptarGroup, Inc., Avery Dennison Corporation, Ball Corporation,
Brambles Limited, Coles Group Limited, Conagra Brands, Inc., Crown Holdings, Inc., Danone SA, General Mills, Inc., Graphic
Packaging Holding Company, Huhtamäki Oyj, International Paper Company, Johnson & Johnson, The Kraft Heinz Company,
Mondelez International, Inc., Nestlé S.A., O-I Glass, Inc., Orora Limited, Pepsico, Inc., The Procter & Gamble Company,
Sealed Air Corporation, Silgan Holdings Inc., Smurfit Westrock plc, Sonoco Products Company, Treasury Wine Estates
Limited, Unilever PLC, Wesfarmers Limited, and Woolworths Group Limited.
30
47
Annual Report FY25
Item 6. [Reserved]
Item 7. - Management's Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis should be read in conjunction with the Consolidated Financial Statements and related
Notes included in Item 8 of this Annual Report on Form 10-K.
The following is a discussion and analysis of changes in the results of operations for fiscal year 2025 compared to fiscal year
2024. A discussion and analysis regarding our results of operations for fiscal year 2024, compared to fiscal year 2023 that are
not included in this Annual Report on Form 10-K can be found in Part II, Item 7 of our Annual Report on Form 10-K for the
fiscal year ended June 30, 2024, filed with the SEC on August 16, 2024 and incorporated by reference.
Two Year Review of Results
(in millions)
2025
2024
Net sales
$
15,009
100.0 % $
13,640
100.0 %
Cost of sales
(12,175)
(81.1) %
(10,928)
(80.1) %
Gross profit
2,834
18.9 %
2,712
19.9 %
Operating expenses:
Selling, general, and administrative expenses
(1,205)
(8.0) %
(1,093)
(8.0) %
Amortization of acquired intangible assets
(246)
(1.6) %
(167)
(1.2) %
Research and development expenses
(120)
(0.8) %
(106)
(0.8) %
Restructuring, transaction and integration expenses, net
(307)
(2.0) %
(97)
(0.7) %
Other income/(expenses), net
53
0.4 %
(35)
(0.3) %
Operating income
1,009
6.7 %
1,214
8.9 %
Interest income
49
0.3 %
38
0.3 %
Interest expense
(396)
(2.6) %
(348)
(2.6) %
Other non-operating income/(expenses), net
(12)
(0.1) %
3
— %
Income before income taxes and equity in income/(loss) of affiliated companies
650
4.3 %
907
6.6 %
Income tax expense
(135)
(0.9) %
(163)
(1.2) %
Equity in income/(loss) of affiliated companies, net of tax
3
— %
(4)
— %
Net income
$
518
3.5 % $
740
5.4 %
Net income attributable to non-controlling interests
(7)
— %
(10)
(0.1) %
Net income attributable to Amcor plc
$
511
3.4 % $
730
5.4 %
31
48
Annual Report FY25
Overview
Amcor is the global leader in developing and producing responsible consumer packaging and dispensing solutions
across a variety of materials for nutrition, health, beauty and wellness categories. Our global product innovation and
sustainability expertise enables us to solve packaging challenges around the world every day, producing a range of flexible
packaging, rigid packaging, cartons and closures that are more sustainable, functional and appealing for our customers and their
consumers. We are guided by our purpose of elevating customers, shaping lives and protecting the future. Supported by a
commitment to safety, in fiscal year 2025, 77,000 Amcor people generated $15.0 billion in annual sales from operations that
span over 400 locations in more than 40 countries.
Significant Developments Affecting the Periods Presented
Merger with Berry Global Group, Inc.
On November 19, 2024, the Company, 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”). The Merger Agreement provides for the merger of Merger Sub with and into Berry
(the “Merger”), with Berry surviving the Merger as a wholly-owned subsidiary of Amcor. On April 30, 2025, we completed the
transactions called for by the Merger Agreement to obtain all of the ownership interest in Berry for purchase consideration of
$10.4 billion, not including Berry debt assumed by Amcor of approximately $5.2 billion. In connection with the closing of the
Merger, we issued approximately 846 million ordinary shares to Berry shareholders, excluding shares for Berry vested share-
based payment and cash settled awards at closing, and paid $2.2 billion in connection with the required extinguishment of
certain Berry indebtedness using the proceeds from the cumulative issuance of $2.2 billion in long-term debt in March 2025.
Refer to Part II, Item 8 - Financial Statements, Note 4, "Acquisitions and Divestitures" and Note 14, "Debt" for further
information.
Berry Plan
In connection with the Merger with Berry, the Company initiated restructuring and integration activities in the fourth
quarter of fiscal year 2025 ("Berry Plan") aimed at integrating the combined organization. As previously announced, the
Company continues to target realizing approximately $530 million of pre-tax synergies driven by procurement, supply chain,
and general and administrative savings, $60 million in annual financial synergies and $60 million in pre-tax earnings benefits
from growth synergies by the end of fiscal year 2028. The total Berry Plan pre-tax cash cost is estimated at $280 million, net,
including restructuring activities and general integration expenses. The Berry Plan is expected to be completed by the end of
fiscal year 2028.
The Company incurred $14 million in restructuring activities in the fourth quarter of fiscal year 2025 associated with
the Berry Plan related to employee expenses in the Global Flexible Packaging Solutions segment. The Company also incurred
$33 million in integration activities in fiscal year 2025 in both the Global Flexible Packaging Solutions segment and the Global
Rigid Packaging Solutions segment and Corporate. To date, the Berry Plan has resulted in approximately $25 million of
restructuring and integration related cash outflows.
Economic and Market Conditions
Market dynamics remain challenging with softer consumer demand and customer order volatility in certain markets,
and higher costs in certain areas, including labor costs, during fiscal year 2025. Despite these hurdles, we have benefited from
overall sales volume growth of approximately 1% during fiscal year 2025 compared to the prior fiscal year, with sales volumes
in North America generally softening sequentially in the second half of fiscal year 2025. The underlying causes for the market
volatility being experienced can be attributed to a variety of factors, such as geopolitical tension and conflicts, volatility and
changes in U.S. domestic and global tariff frameworks and inflation in many economies impacting consumption and consumer
demand. Rapid changes in U.S. trade policies, including the announcement of wide-spread tariff increases which were paused
and then re-announced, amid persistent inflation in the U.S., has resulted in lower consumer demand across many categories.
Recent finalization of U.S. trade agreements with certain trading partners, including the United Kingdom and the European
Union, helps to reduce trade tensions, but the overall impact of these agreements remains uncertain as many details still need to
be negotiated.
While we generally manufacture our products in the local markets where they are sold, the volatility in tariffs may
negatively impact customer and consumer demand, disrupt our supply chains, and increase inflation, raising our costs. In this
context, we have remained focused on taking price and cost actions to offset inflation and aligning our cost base with market
32
49
Annual Report FY25
dynamics and expect to continue to do so. There is no assurance that we will meet our performance expectations or that ongoing
geopolitical tensions, including disruptions related to tariffs and other factors, will not negatively impact our financial results.
Russia-Ukraine Conflict / 2023 Restructuring Plan
Russia's invasion of Ukraine that began in February 2022 continues as of the date of the filing of this annual report. In
advance of the invasion, we proactively suspended operations at our small manufacturing site in Ukraine. We also operated
three manufacturing facilities in Russia ("Russian business") until their sale on December 23, 2022, for net cash proceeds of
$365 million. In addition, we repatriated approximately $65 million in cash held in Russia as part of the transaction. We
recorded a pre-tax net gain on sale of $215 million. The carrying value of the Russian business had previously been impaired by
$90 million in the quarter ended June 30, 2022.
On February 7, 2023, we announced that we expected to invest $110 million to $130 million of the sale proceeds from
the Russian business in various cost savings initiatives to partly offset divested earnings from the Russian business (the "2023
Restructuring Plan" or the "Plan"). The expenditures associated with the Plan were completed as of June 30, 2025, with Plan
cash and non-cash net expenses of $225 million, of which $104 million related to employee related expenses, $33 million to
fixed asset related expenses (net of gains on disposals), $57 million to other restructuring expenses, and $31 million to
restructuring related expenses. The Plan has resulted in $114 million of cumulative net cash outflows to date, with total net cash
expenditures of $28 million remaining. The increase in net cash spend over the original Plan is primarily the result of a pause in
asset sales included in the Plan given the Merger with Berry.
For further information, refer to Note 5, "Restructuring, Transaction, and Integration Expenses, Net," and Note 6,
"Restructuring" of "Part II, Item 8, Notes to Consolidated Financial Statements."
Highly Inflationary Accounting
We have subsidiaries in Argentina that historically had a functional currency of the Argentine Peso. As of June 30,
2018, the Argentine economy was designated as highly inflationary for accounting purposes. Accordingly, beginning July 1,
2018, we began reporting the financial results of our Argentine subsidiaries with a functional currency of the Argentine Peso at
the functional currency of the parent, which is the U.S. dollar. Following the governmental election in the second quarter of
fiscal year 2024, Argentina devalued the Argentine Peso by approximately 55% against the U.S. dollar. In April 2025, the
Argentine government lifted its capital controls over the Argentine peso and implemented a currency band within which the
government will allow the Argentine peso to trade against the U.S. dollar and enables the Central Bank of Argentina to increase
its reserves. The measures taken in April 2025 resulted in a devaluation of approximately 10%. Highly inflationary accounting
resulted in a negative impact of $16 million and $53 million in foreign currency transaction losses that were reflected in the
consolidated statements of income for the fiscal years ended June 30, 2025, and 2024, respectively. Our operations in Argentina
represented approximately 2% of our consolidated net sales and annual adjusted earnings before interest and tax in fiscal year
2025.
33
50
Annual Report FY25
Results of Operations
Consolidated Results of Operations
($ in millions, except per share data)
2025
2024
Net sales
$
15,009
$
13,640
Operating income
1,009
1,214
Operating income as a percentage of net sales
6.7 %
8.9 %
Net income attributable to Amcor plc
$
511
$
730
Diluted Earnings Per Share
$
0.320
$
0.505
Net sales increased by $1,369 million, or 10%, in fiscal year 2025, compared to fiscal year 2024. Excluding the
increase of sales from the Merger with Berry Global Group, Inc. (the "Merger") of 12%, the positive impacts from the pass-
through of higher raw material costs of $79 million, the negative currency impacts of $100 million, and the negative impacts
from disposed operations of $126 million, the decrease in net sales for fiscal year 2025 was $65 million, reflecting higher sales
volume of approximately 1% offset by unfavorable price/mix impact of approximately 1%, primarily due to lower volumes in
high value healthcare categories in the first half of the year.
Net income attributable to Amcor plc decreased by $219 million, or 30%, in fiscal year 2025, compared to fiscal year
2024. This is mainly due to increased restructuring, transaction and integration expenses of $210 million associated with the
Merger, higher selling, general, and administrative expenses of $112 million primarily due to the Merger, increase in
amortization of acquired intangible assets of $79 million due to the Merger, increased interest expense of $48 million due
primarily to Merger related financing and assumed debt, partially offset by the increase of gross profit of $122 million, other
income/(expenses), net of $88 million, and a decrease in income tax expense of $28 million.
Diluted earnings per share ("Diluted EPS") decreased by $0.185, or 37%, in fiscal year 2025, compared to fiscal year
2024, with the net income attributable to ordinary shareholders of Amcor plc decreasing by 30% due to the above items and the
diluted weighted-average number of shares outstanding increasing by 11% in fiscal year 2025, compared to fiscal year 2024.
The increase in the diluted weighted-average number of shares outstanding was largely due to the completion of the Merger
with Berry and the related share issuances.
Segment Results of Operations
Global Flexible Packaging Solutions Segment
($ in millions)
2025
2024
Net sales
$
10,872
$
10,332
Adjusted EBIT
1,458
1,395
Adjusted EBIT as a percentage of net sales
13.4 %
13.5 %
Net sales increased by $540 million, or 5%, in fiscal year 2025, compared to fiscal year 2024. Excluding the increase
of sales from the Merger of approximately 4%, the positive impacts from the pass-through of higher raw material costs of $110
million, the negative currency impacts of $54 million, and the negative impacts from disposed operations of $26 million, the
remaining increase in net sales for fiscal year 2025 was $74 million or 1%, reflecting favorable sales volumes of approximately
2% with growth delivered across all key regions, partially offset by unfavorable price/mix impact of approximately 1%
primarily due to lower volumes in high value healthcare categories in the first half of the year.
Adjusted earnings before interest and tax ("Adjusted EBIT") increased by $63 million, or 5% in fiscal year 2025,
compared to fiscal year 2024. Excluding the positive impacts from the Merger of approximately 4%, partially offset by the
negative currency impacts of $10 million, the remaining variation in Adjusted EBIT for fiscal year 2025 was an increase of $23
million or 2%, reflecting higher volumes of approximately 5%, strong cost performance of approximately 11%, partially offset
by unfavorable impacts from price/mix of approximately 14%.
34
51
Annual Report FY25
Global Rigid Packaging Solutions Segment
($ in millions)
2025
2024
Net sales
$
4,137
$
3,308
Adjusted EBIT
375
259
Adjusted EBIT as a percentage of net sales
9.1 %
7.8 %
Net sales increased by $829 million, or 25%, in fiscal year 2025, compared to fiscal year 2024. Excluding the increase
of sales from the Merger of approximately 35%, the negative impacts from disposed operations of $100 million, the negative
currency impacts of $46 million, and the negative impact from the pass-through of lower raw material costs of $31 million, the
remaining variation in net sales for fiscal year 2025 was a decrease of $139 million, or 4%, reflecting unfavorable volumes of
approximately 2% and unfavorable price/mix benefits of approximately 2%.
Adjusted EBIT increased by $116 million, or 45%, in fiscal year 2025, compared to fiscal year 2024. Excluding the
positive impacts from the Merger of approximately 62%, partially offset by the negative impacts from disposed operations of
$12 million and the negative currency impacts of $7 million, the remaining variation in adjusted EBIT for fiscal year 2025 was
a decrease of $25 million, or 10%, reflecting the net negative effect of 9% from unfavorable volumes and an unfavorable price/
mix impact on earnings of approximately 17%, partially offset by strong cost performance of approximately 16%.
Consolidated Gross Profit
($ in millions)
2025
2024
Gross profit
$
2,834
$
2,712
Gross profit as a percentage of net sales
18.9 %
19.9 %
Gross profit increased by $122 million, or 4% in fiscal year 2025, compared to fiscal year 2024. The increase was
primarily driven by the Merger and higher volumes. Gross profit as a percentage of sales decreased to 18.9% for fiscal year
2025, driven primarily by the amortization of the Merger related inventory step-up in acquired inventory of $133 million in the
fourth quarter of fiscal year 2025.
Consolidated Selling, General, and Administrative ("SG&A") Expenses
($ in millions)
2025
2024
SG&A expenses
$
(1,205)
$
(1,093)
SG&A expenses as a percentage of net sales
(8.0) %
(8.0) %
SG&A expenses increased by $112 million, or 10%, in fiscal year 2025, compared to fiscal year 2024. The increase
was primarily driven by the inclusion of two months of Berry SG&A in fiscal year 2025.
Consolidated Amortization of Acquired Intangible Assets
($ in millions)
2025
2024
Amortization of acquired intangible assets
$
(246)
$
(167)
Amortization of acquired intangible assets as a percentage of net sales
(1.6) %
(1.2) %
Amortization of acquired intangible assets increased by $79 million, or 47%, in fiscal year 2025, compared to fiscal
year 2024. The increase was primarily driven by the additional intangible assets acquired in the Merger.
Consolidated Research and Development Expenses
($ in millions)
2025
2024
Research and development expenses
$
(120)
$
(106)
Research and development expenses as a percentage of net sales
(0.8) %
(0.8) %
Research and development expenses increased by $14 million, or 13%, in fiscal year 2025, compared to fiscal year
2024. The increase was primarily driven by the Merger.
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52
Annual Report FY25
Consolidated Restructuring, Transaction and Integration Expenses, Net
($ in millions)
2025
2024
Restructuring, transaction and integration expenses, net
$
(307)
$
(97)
Restructuring, transaction and integration expenses, net, as a percentage of net sales
(2.0) %
(0.7) %
Restructuring, transaction and integration expenses, net increased by $210 million, or 216%, in fiscal year 2025,
compared to fiscal year 2024. The change was a result of transaction and integration costs of $202 million incurred in
connection with the Merger during the current period, accelerated merger-related compensation expense of $41 million,
partially offset by a decrease in restructuring and other related expenses, net, of $33 million.
Consolidated Other Income/(Expenses), net
($ in millions)
2025
2024
Other income/(expenses), net
$
53
$
(35)
Other income/(expenses), net as a percentage of net sales
0.4 %
0.3 %
Other income/(expenses), net changed by $88 million, in fiscal year 2025, compared to fiscal year 2024, primarily
driven by the current year lower impacts of highly inflationary accounting for subsidiaries in Argentina, indirect tax benefits,
and the gain on the divestiture of Bericap.
Consolidated Interest Income
($ in millions)
2025
2024
Interest income
$
49
$
38
Interest income as a percentage of net sales
0.3 %
(0.3) %
Interest income increased by $11 million, or 29%, in fiscal year 2025, compared to fiscal year 2024, driven by interest
on higher cash balances.
Consolidated Interest Expense
($ in millions)
2025
2024
Interest expense
$
(396)
$
(348)
Interest expense as a percentage of net sales
(2.6) %
(2.6) %
Interest expense increased by $48 million, or 14%, in fiscal year 2025, compared to fiscal year 2024, primarily driven
by the additional debt issued and assumed in the Merger.
Consolidated Income Tax Expense
($ in millions)
2025
2024
Income tax expense
$
(135)
$
(163)
Effective tax rate
20.8 %
18.0 %
Income tax expense decreased by $28 million, or 17%, in fiscal year 2025, compared to fiscal year 2024, primarily due
to lower earnings. The higher effective tax rate for fiscal year 2025 versus fiscal year 2024 is largely attributable to non-
deductible expenses related to the Merger in the current period.
36
53
Annual Report FY25
Presentation of Non-GAAP Information
This Annual Report on Form 10-K refers to non-GAAP financial measures: adjusted earnings before interest and taxes
("Adjusted EBIT"), earnings before interest and tax ("EBIT"), adjusted net income, and net debt. Such measures have not been
prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These
non-GAAP financial measures adjust for factors that are unusual or unpredictable. These measures exclude the impact of
certain amounts related to the effect of changes in currency exchange rates, acquisitions, and restructuring, including employee-
related costs, equipment relocation costs, accelerated depreciation, and the write-down of equipment. These measures also
exclude gains or losses on sales of significant property and divestitures, significant property and other impairments, net of
insurance recovery, certain regulatory and litigation matters, significant pension settlements, impairments in goodwill and
equity method investments, and certain acquisition-related expenses, including financing-related, transaction, and integration
expenses, due diligence expenses, professional and legal fees, purchase accounting adjustments for inventory, order backlog,
intangible amortization, changes in the fair value of contingent acquisition payments and economic hedging instruments on
commercial paper, CEO transition costs, and impacts related to the Russia-Ukraine conflict. Note that while amortization of
acquired intangible assets is excluded from non-GAAP adjusted financial measures, the revenue of the acquired entities and all
other expenses unless otherwise stated, are reflected in Adjusted EBIT and adjusted net income and the acquired assets
contribute to revenue generation.
This adjusted information should not be construed as an alternative to results determined in accordance with U.S.
GAAP. We use the non-GAAP measures to evaluate operating performance and believe that these non-GAAP measures are
useful to enable investors and other external parties to perform comparisons of our current and historical performance.
A reconciliation of reported net income attributable to Amcor plc to Adjusted EBIT and adjusted net income for fiscal
years 2025, 2024, and 2023 is as follows:
Years ended June 30,
($ in millions)
2025
2024
2023
Net income attributable to Amcor plc, as reported
$
511 $
730 $
1,048
Add: Net income attributable to non-controlling interests
7
10
10
Net income
518
740
1,058
Add: Income tax expense
135
163
193
Add: Interest expense
396
348
290
Less: Interest income
(49)
(38)
(31)
EBIT
1,000
1,213
1,510
Add: Amortization of acquired intangible assets from business combinations (1)
246
167
160
Add: Impact of hyperinflation (2)
16
53
24
Add: Transaction and integration (3)
202
—
—
Add: Property and other losses, net (4)
—
—
2
Add/(Less): Restructuring and other related activities, net (5)
64
97
(90)
Add: CEO transition costs (6)
—
8
—
Add: Inventory step-up amortization (7)
133
—
—
Add: Accelerated merger-related compensation (8)
41
—
—
Add: Other (9)
21
22
2
Adjusted EBIT
1,723
1,560
1,608
Less: Interest expense
(396)
(348)
(290)
Add: Adjustments to interest expense (10)
15
—
—
Less: Income tax expense
(135)
(163)
(193)
Less: Adjustments to income tax expense (11)
(113)
(62)
(57)
Add: Interest income
49
38
31
Less: Net income attributable to non-controlling interests
(7)
(10)
(10)
Adjusted net income
$
1,136 $
1,015 $
1,089
37
54
Annual Report FY25
(1)
Amortization of acquired intangible assets from business combinations includes amortization expense 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)
Transaction and integration includes incremental costs related to the Merger. Refer to Note 5 "Restructuring, Transaction, and
Integration Expenses, Net".
(4)
Property and other losses, net in fiscal year 2023 includes property claims and losses of $5 million and $3 million of net insurance
recovery related to the closure of the Company's South African business.
(5)
Restructuring and other related activities, net in fiscal year 2025 primarily includes costs incurred in connection with the 2023
Restructuring Plan and Berry Plan. Fiscal year 2024 primarily includes costs incurred in connection with the 2023 Restructuring
Plan. Refer to Note 6, "Restructuring," for further information. Fiscal year 2023 includes a pre-tax net gain on the sale of the
Company's Russian business of $215 million, incremental costs of $18 million, and restructuring and related expenses of
$107 million incurred in connection with the conflict. Refer to Note 6, "Restructuring," for further information.
(6)
CEO transition costs primarily reflect accelerated compensation, including share-based compensation, granted to the Company's
former Chief Executive Officer who retired from that role in April 2024, and other transition related expenses.
(7)
Inventory step-up amortization relates to additional amortization incurred on inventories in connection with the Merger.
(8)
Accelerated merger-related compensation includes accelerated share-based compensation expense and severance incurred in
connection with the Merger.
(9)
Other in fiscal year 2025 includes various expense and income items primarily relating to pension settlements of $12 million and
other minor items primarily including litigation fees and a loss on disposal of a non-core business. These expenses were partially
offset by a pre-tax gain on the disposal of Bericap of $15 million. Refer to Note 4, "Acquisitions and Divestitures" for further
information. Fiscal year 2024 includes fair value losses of $16 million on economic hedges, retroactive foil duties, certain litigation
reserve adjustments, and pension settlements, partially offset by changes in contingent purchase consideration. Fiscal year 2023
includes other restructuring, acquisition, litigation, and integration expenses of $13 million, pension settlement expenses of
$5 million, and fair value gains of $16 million on economic hedges.
(10) Adjustments to interest expense includes incremental non-cash interest expense incurred in connection with the Merger. Refer to
Note 4, "Acquisitions and Divestitures."
(11) Net tax impact on items (1) through (10) above.
Reconciliation of Net Debt
A reconciliation of total debt to net debt at June 30, 2025 and 2024 is as follows:
($ in millions)
June 30, 2025
June 30, 2024
Current portion of long-term debt
$
141 $
12
Short-term debt
116
84
Long-term debt, less current portion
13,841
6,603
Total debt
14,098
6,699
Less cash and cash equivalents
(827)
(588)
Net debt
$
13,271 $
6,111
38
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Annual Report FY25
Supplemental Guarantor Information
Amcor plc, along with certain wholly-owned subsidiary guarantors, guarantee the following senior notes issued by the
wholly-owned subsidiaries, Amcor Flexibles North America, Inc. (“Amcor Flexibles North America”), Amcor UK Finance plc
(“Amcor UK”), Amcor Finance (USA), Inc. (“AFUI”), Amcor Group Finance plc (“AGF”), and Berry Global, Inc. (“Berry
Global”).
Notes Guaranteed by the Obligor Group 1 companies (as defined below):
•
$300 million, 3.100% Guaranteed Senior Notes due 2026 of Amcor Flexibles North America, Inc.
•
$600 million, 3.625% Guaranteed Senior Notes due 2026 of Amcor Flexibles North America, Inc.
•
$500 million, 4.500% Guaranteed Senior Notes due 2028 of Amcor Flexibles North America, Inc.
•
$725 million, 4.800% Guaranteed Senior Notes due 2028 of Amcor Flexibles North America, Inc.
•
$500 million, 2.630% Guaranteed Senior Notes due 2030 of Amcor Flexibles North America, Inc.
•
$725 million, 5.100% Guaranteed Senior Notes due 2030 of Amcor Flexibles North America, Inc.
•
$800 million, 2.690% Guaranteed Senior Notes due 2031 of Amcor Flexibles North America, Inc.
•
$750 million, 5.500% Guaranteed Senior Notes due 2035 of Amcor Flexibles North America, Inc.
•
€500 million, 1.125% Guaranteed Senior Notes due 2027 of Amcor UK Finance plc
•
€500 million, 3.950% Guaranteed Senior Notes due 2032 of Amcor UK Finance plc
•
$500 million, 5.625% Guaranteed Senior Notes due 2033 of Amcor Finance (USA), Inc.
•
$500 million, 5.450% Guaranteed Senior Notes due 2029 of Amcor Group Finance plc
Note Guaranteed by the Obligor Group 2 companies (as defined below):
•
$1,525 million, 1.570% First Priority Senior Secured Notes due 2026 of Berry Global, Inc.
Notes Guaranteed by the Obligor Group 3 companies (as defined below):
•
$400 million, 1.650% First Priority Senior Secured Notes due 2027 of Berry Global, Inc.
•
$500 million, 5.500% First Priority Senior Secured Notes due 2028 of Berry Global, Inc.
•
$800 million, 5.800% First Priority Senior Secured Notes due 2031 of Berry Global, Inc.
•
$800 million, 5.650% First Priority Senior Secured Notes due 2034 of Berry Global, Inc.
The below table summarizes the composition of Obligor Groups:
Entity
Incorporated in
Obligor Group 1
Obligor Group 2
Obligor Group 3
Amcor Plc (ultimate parent entity)
Jersey
x
x
x
Subsidiary guarantors:
Amcor Flexibles North America
Missouri, USA
x
x
Amcor UK
United Kingdom
x
x
AFUI
Delaware, USA
x
x
AGF
United Kingdom
x
x
Berry Global
Delaware, USA
x
x
x
Berry Global Group, Inc.
Delaware, USA
x
x
All guarantors fully, unconditionally, and irrevocably guarantee, on a joint and several basis, to each holder of the
notes of each series, the due and punctual payment of the principal of, and any premium and interest on, such notes and all other
amounts payable, when and as the same shall become due and payable, whether at stated maturity, by declaration of
acceleration, call for redemption or otherwise, in accordance with the terms of the notes and related indenture. The obligations
of the applicable guarantors under their guarantees will be limited as necessary to recognize certain defenses generally available
to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance,
corporate purpose, or similar laws) under applicable law. The guarantees will be unsecured and unsubordinated obligations of
the guarantors and will rank equally with all existing and future unsecured and unsubordinated debt of each guarantor. None of
our other subsidiaries guarantee such notes. The issuers and guarantors conduct large parts of their operations through other
subsidiaries of Amcor plc.
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Annual Report FY25
Insolvency proceedings with respect to the issuers and guarantors could proceed under, and be governed by, among
others, Jersey, United States, or English insolvency law, as the case may be, if either issuer or any guarantor defaults on its
obligations under the applicable notes or guarantees, respectively.
Set forth below is the summarized financial information of the Obligor Groups 1, 2 and 3:
Basis of Preparation
The following summarized financial information is presented for the parent, issuer, and guarantor subsidiaries
("Obligor Groups") on a combined basis after elimination of intercompany transactions between entities in each Obligor Group
and amounts related to investments in any subsidiary that is a non-guarantor. This information is not intended to present the
financial position or results of operations of the combined group of companies in accordance with U.S. GAAP.
Statement of Income for Obligor Groups
($ in millions)
For the year ended June 30, 2025
Obligor Group 1
Obligor Group 2
Obligor Group 3
Net sales - external
$
1,104 $
124 $
1,104
Net sales - to subsidiaries outside the Obligor Group
11
—
11
Total net sales
$
1,115 $
124 $
1,115
Gross profit
275
45
275
Net income (1)
$
780 $
1,126 $
780
Net income attributable to non-controlling interests
—
—
—
Net income attributable to Obligor Group
$
780 $
1,126 $
780
(1) Includes intercompany income from Amcor entities from outside each Obligor Group, mainly attributable to intercompany dividends and
intercompany interest income.
Balance Sheet for Obligor Groups
($ in millions)
As of June 30, 2025
Obligor Group 1
Obligor Group 2
Obligor Group 3
Assets
Current assets - external
$
2,620 $
274 $
2,620
Current assets - due from subsidiaries outside the Obligor
Group
212
—
212
Total current assets
2,832
274
2,832
Non-current assets - external
3,187
1,784
3,187
Non-current assets - due from subsidiaries outside the
Obligor Group
11,806
1,134
11,806
Total non-current assets
14,993
2,918
14,993
Total assets
$
17,825 $
3,192 $
17,825
Liabilities
Current liabilities - external
$
4,534 $
2,478 $
4,534
Current liabilities - due to subsidiaries outside the Obligor
Group
1,069
1,034
35
Total current liabilities
5,603
3,512
4,569
Non-current liabilities - external
15,154
6,199
15,154
Non-current liabilities - due to subsidiaries outside the
Obligor Group
7,060
669
7,060
Total non-current liabilities
22,214
6,868
22,214
Total liabilities
$
27,817 $
10,380 $
26,783
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Annual Report FY25
Liquidity and Capital Resources
We finance our business primarily through cash flows provided by operating activities, borrowings from banks, and
proceeds from issuances of debt and equity. We periodically review our capital structure and liquidity position in light of
market conditions, expected future cash flows, potential funding requirements for debt refinancing, capital expenditures and
acquisitions, the cost of capital, sensitivity analyses reflecting downside scenarios, the impact on our financial metrics and
credit ratings, and our ease of access to funding sources.
We believe that our cash flows provided by operating activities, together with borrowings available under our credit
facilities and access to the commercial paper market, backstopped by our bank debt facilities, will continue to provide sufficient
liquidity to fund our operations, capital expenditures, and other commitments, including dividends, into the foreseeable future.
Overview
Year Ended June 30,
($ in millions)
2025
2024
Net cash provided by operating activities
$
1,390 $
1,321
Net cash used in investing activities
(2,102)
(476)
Net cash (used in)/provided by financing activities
910
(857)
Cash Flow Overview
Net Cash Provided by Operating Activities
Net cash provided by operating activities increased by $69 million in fiscal year 2025, compared to fiscal year 2024.
The increase in cash flow is primarily driven by lower working capital outflows in the current period.
Net Cash Used in Investing Activities
Net cash used in investing activities increased by $1,626 million in fiscal year 2025, compared to fiscal year 2024. The
change is primarily driven by cash outflow resulting from the repayment of debt upon consummation of the merger with Berry
partially offset by the proceeds received from the sale of Bericap in the current period.
Net Cash Provided by (Used in) Financing Activities
Net cash provided by (used in) financing activities changed by $1,767 million in fiscal year 2025, compared to fiscal
year 2024. The change is primarily driven by the issuance of $2.2 billion in senior notes and an increase in the issuance of
commercial paper in the current period related to the Berry Merger, partially offset by the repayment of senior notes in the
current period.
Net Debt
We borrow from financial institutions and debt investors in the form of bank overdrafts, bank loans, corporate bonds,
unsecured notes, and commercial paper. We have a mixture of fixed and floating interest rates and use interest rate swaps to
provide further flexibility in managing the interest cost of borrowings.
On August 5, 2024, we entered into an interest rate swap contract for a notional amount of $500 million, which was
subsequently downsized to $400 million notional on November 4, 2024. Under the terms of the contract, we paid a fixed rate of
interest of 4.30% and received a variable rate of interest, based on compound overnight SOFR, effective from August 12, 2024,
through June 30, 2025, with monthly settlements commencing on September 1, 2024. The interest rate swap contract
economically hedged the SOFR component of our forecasted commercial paper issuances.
On March 17, 2025, we 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 4.800% Guaranteed Senior Notes due
2028, (ii) $725 million principal amount of 5.100% Guaranteed Senior Notes due 2030 and (iii) $750 million principal amount
of 5.500% Guaranteed Senior Notes due 2035. The Notes are senior unsecured obligations and are unconditionally guaranteed
on a senior unsecured basis by us and certain of our subsidiaries.
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Annual Report FY25
Short-term debt consists of bank debt with a duration of less than 12 months and bank overdrafts which are classified
as current due to the short-term nature of the borrowings, except where we have the ability and intent to refinance and as such
extend the debt beyond 12 months. The current portion of long-term debt consists of debt amounts repayable within a year after
the balance sheet date.
Our primary bank debt facilities and notes are unsecured and subject to negative pledge arrangements limiting the
amount of secured indebtedness incurred outside the guarantor group as well as the secured indebtedness we can incur to an
aggregate of 15.0% of our total tangible assets, subject to some exceptions and variations by facility. In addition, the covenant
of the bank debt facility requires us to maintain a leverage ratio not higher than 3.9 times, stepping up to 4.25 times for the
twelve consecutive calendar months following the consummation of an acquisition with aggregate consideration in excess of
$375 million. The negative pledge arrangements and the financial covenants are defined in the related debt agreements. As of
June 30, 2025, we were in compliance with all applicable covenants under our bank debt facilities.
Our net debt at each of June 30, 2025 and June 30, 2024 was $13.3 billion and $6.1 billion, respectively.
Debt Facilities and Refinancing
As of June 30, 2025, the revolving senior bank debt facility had an aggregate limit of $3.75 billion, of which
$1.70 billion had been drawn, resulting in an undrawn credit facility available of $2.05 billion. Our senior facility is available to
fund working capital, growth capital expenditures, and refinancing obligations. Subject to certain conditions, we can request the
total commitment level to be increased by up to $1.0 billion. For further information, refer to Note 14, "Debt."
In connection with the Merger (refer to Note 4, "Acquisitions and Divestitures"), we entered into a commitment letter
with lending institutions, dated as of November 19, 2024, to provide a 364-day senior unsecured bridge loan facility (the
"Bridge Facility") in an aggregate principal amount of up to $3.0 billion to fund the repayment of certain outstanding debt of
Berry upon the closing of the Merger, and the payment of fees and expenses related to the Merger. We paid a commitment fee
of $11 million on the Bridge Facility in the three months ended December 31, 2024. On February 13, 2025, we voluntarily
reduced the commitments under the Bridge Facility by $800 million to an aggregate principal amount of $2.2 billion. On March
17, 2025, following the issuance of Notes (as defined above), the commitment for the Bridge Facility was terminated.
Dividend Payments
In fiscal years 2025, 2024, and 2023, we paid $845 million, $722 million, and $723 million, respectively, in dividends.
The dividend per share has increased in each of the years, with the total amount paid declining in fiscal year 2024 due to
repurchase of shares under announced share buyback programs.
Credit Rating
Our capital structure and financial practices have earned us investment grade credit ratings from three internationally
recognized credit rating agencies. These investment grade credit ratings are important to our ability to issue debt at favorable
rates of interest, for various terms, and from a diverse range of markets that are highly liquid, including European and U.S. debt
capital markets and from global financial institutions.
Share Repurchases
On February 7, 2023, our Board of Directors approved a $100 million buyback of ordinary shares and/or CHESS
Depositary Instruments ("CDIs") in the following twelve months. On February 6, 2024, our Board of Directors extended the
approval for the remaining $39 million of ordinary shares and CDIs of the $100 million buyback for twelve months. During the
fiscal year ended June 30, 2025, no shares were repurchased under this program and the buyback authorization expired during
the third quarter of fiscal year 2025.
The shares repurchased as part of the above program were canceled upon repurchase.
We had cash outflows of $47 million, $48 million, and $221 million for the purchase of our shares in the open market
during fiscal years 2025, 2024, and 2023, respectively, as treasury shares to satisfy the vesting and exercises of share-based
compensation awards. As of June 30, 2025, 2024, and 2023, we held treasury shares at a cost of $6 million, $11 million, and
$12 million, representing 0.5 million, 1 million, and 1 million shares, respectively.
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Annual Report FY25
Material Cash Requirements
Our material cash requirements for future periods from known contractual obligations are included below. We expect
to fund these cash requirements primarily through cash flows provided by operating activities, borrowings from banks, and
proceeds from issuances of debt and equity. These amounts reflect material cash requirements for which we are contractually
committed.
•
Debt obligations and interest payments: Refer to Note 14, “Debt” of the notes to consolidated financial statements for
additional information about our debt obligations and interest payments and the related timing of these expected
payments.
•
Operating and finance leases: Refer to Note 15, “Leases” of the notes to consolidated financial statements for
information about our lease obligations and the related timing of the expected payments.
•
Employee benefit plan obligations: Refer to Note 13, “Defined Benefit Plans” of the notes to consolidated financial
statements for additional information about our employee benefit plan obligations and the related timing of the
expected payments.
•
Capital expenditures: As of June 30, 2025, we have $159 million in committed capital expenditures for fiscal year
2026.
•
Other purchase obligations: Amcor has other purchase obligations, including commitments to purchase a specified
minimum amount of goods, inclusive of raw materials, utilities, and other. These obligations are legally binding and
non-cancellable. Where we are unable to determine the periods in which these obligations could be payable under
these contracts, we present the cash requirement in the earliest period in which the minimum obligation could be
payable. The estimated future cash outlays are approximately $1.3 billion, $230 million, $210 million, $210 million,
and $120 million in fiscal years 2026, 2027, 2028, 2029, and 2030, respectively.
Off-Balance Sheet Arrangements
Other than as described under "Material Cash Requirements", we had no significant off-balance sheet contractual
obligations or other commitments as of June 30, 2025.
Liquidity Risk and Outlook
Liquidity risk arises from the possibility that we might encounter difficulty in settling our debts or otherwise meeting
our obligations related to financial liabilities. We manage liquidity risk centrally and such management involves maintaining
available funding and ensuring that we have access to an adequate amount of committed credit facilities. Due to the dynamic
nature of our business, the aim is to maintain flexibility within our funding structure through the use of bank overdrafts, bank
loans, corporate bonds, unsecured notes, and commercial paper. The following guidelines are used to manage our liquidity risk:
•
maintaining undrawn committed liquidity that can be drawn at short notice to cover operational requirements;
•
regularly performing a comprehensive analysis of all cash inflows and outflows in relation to operational, investing,
and financing activities;
•
generally using tradable instruments only in highly liquid markets;
•
maintaining a credit investment grade rating with a reputable independent rating agency;
•
managing credit risk related to financial assets;
•
monitoring the duration of long-term debt;
•
only investing surplus cash with major financial institutions or well diversified money market funds; and
•
to the extent practicable, spreading the maturity dates of long-term debt facilities.
As of June 30, 2025, and 2024, an aggregate principal amount of $1.7 billion and $1.4 billion, respectively, was drawn
under commercial paper programs. However, such programs are backstopped by committed bank syndicated loan facilities
maturing in March 2030, with options to extend, under which we had $2.05 billion in unused capacity remaining as of June 30,
2025.
We expect long-term future funding needs to primarily relate to refinancing and servicing our outstanding financial
liabilities maturing as outlined above and to finance our capital expenditure and payments for acquisitions that may be
completed. We expect to continue to fund our long-term business needs on the same basis as in the past, i.e., partially through
the cash flow provided by operating activities available to the business and management of the capital of the business, in
particular through issuance of commercial paper and debt securities on a regular basis. We decide on discretionary growth
capital expenditures and acquisitions individually based on, among other factors, the return on investment after related
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60
Annual Report FY25
financing costs and the payback period of required upfront cash investments in light of our mid-term liquidity planning
covering a period of four years post the current fiscal year. Our long-term access to liquidity depends on both our results of
operations and on the availability of funding in financial markets.
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61
Annual Report FY25
Critical Accounting Estimates and Judgments
Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial
statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us
to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On
an ongoing basis, we evaluate our estimates and judgments, including those related to retirement benefits, intangible assets,
goodwill, and expected future performance of operations. Our estimates and judgments are based on historical experience and
various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates
under different assumptions or conditions.
We believe the following are critical accounting estimates used in the preparation of our consolidated financial
statements. The critical accounting estimates discussed below should be read together with our significant accounting policies
in Note 2, “Significant Accounting Policies,” of the notes to our consolidated financial statements.
Business Combinations
We record business combinations resulting in the consolidation of an enterprise using the purchase method of
accounting. We recognize the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in an
acquired business at their fair values as of the date of acquisition. Goodwill is measured as the excess of the consideration
transferred, also measured at fair value, over the net of the acquisition date fair values of the identifiable assets acquired and
liabilities assumed. The acquisition method of accounting requires us to make significant estimates and assumptions, especially
with respect to intangible assets.
We use all available information to estimate fair values and typically engage outside appraisal firms to assist in the fair
value determination for significant acquisitions. The fair value measurements are based on available historical information and
on expectations and assumptions about the future, considering the perspective of marketplace participants. Critical estimates in
valuing intangible assets include, but are not limited to, expected cash flows from customer relationships, acquired developed
technology, corporate trade name and brand names; the period of time we expect to use the acquired intangible asset; and
discount rates.
In estimating the future cash flows, we consider demand, competition, other economic factors and actuarial
assumptions for defined benefit plans. We utilize common valuation techniques such as discounted cash flows and market
approaches, including the relief-from-royalty method to value acquired developed technology, trade names and brand names.
Customer relationships are valued using the cost approach or an income approach such as the excess earnings method. We
believe our estimates to be based on assumptions that are reasonable, but which are inherently uncertain and unpredictable and,
as a result, actual results may differ from estimates, which could result in impairment charges in the future.
In connection with a given business acquisition, we may identify pre-acquisition contingencies as of the acquisition
date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in
order to obtain sufficient information to assess whether we include these contingencies as part of the fair value estimates
acquired and liabilities assumed and, if so, to determine the estimated amounts.
In addition, deferred tax assets and liabilities, uncertain tax positions and related valuation allowances assumed in a
business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based on facts and
circumstances that existed as of the acquisition date with any adjustments to our preliminary estimates being recorded to
goodwill if identified within the measurement period.
We account for costs to exit or restructure certain activities of an acquired company separately from the business
acquisition. A liability for costs associated with an exit or disposal activity is recognized and measured at fair value in the
consolidated statement of income in the period in which the liability is incurred.
Pensions
The majority of our principal defined benefit plans are closed to new entrants. The accounting for defined benefit
pension plans requires us to recognize the overfunded or underfunded status of the pension plans on our balance sheet. A
significant portion of our pension amounts relates to our defined benefit plans in the United States, Switzerland, United
Kingdom, and Germany. The net periodic pension cost recorded in fiscal year 2025 was $32 million, compared to net periodic
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Annual Report FY25
pension cost of $12 million in fiscal year 2024 and $11 million in fiscal year 2023. We expect our net periodic pension cost
before the effect of income taxes for fiscal year 2026 to be approximately $18 million.
For our sponsored plans, the relevant accounting guidance requires management to make certain assumptions relating
to the long-term rate of return on plan assets, discount rates used to determine the present value of future obligations and
expenses, salary inflation rates, mortality rates, and other assumptions. We believe the accounting estimates related to our
pension plans are critical accounting estimates because they are highly susceptible to change from period to period based on the
performance of plan assets, actuarial valuations, market conditions, and contractual benefit changes. The selection of
assumptions is based on historical trends, known economic and market conditions at the time of valuation, and independent
studies of trends performed by our actuaries. However, actual results may differ substantially from the estimates that were
based on the critical assumptions.
The difference between the fair value of plan assets and the projected benefit obligation of a pension plan must be
recorded on the consolidated balance sheets as an asset, in the case of an overfunded plan, or as a liability, in the case of an
underfunded plan. Gains or losses and prior service costs or credits that arise but are not recognized as components of pension
cost are recorded as a component of other comprehensive income/(loss). Pension plan liabilities are revalued annually, or when
an event occurs that requires remeasurement, based on updated assumptions and information about the individuals covered by
the plan. Accumulated actuarial gains and losses in excess of a 10 percent corridor and the prior service cost are amortized on a
straight-line basis from the date recognized over the average remaining service period of active participants or over the average
life expectancy for plans with significant inactive participants.
We review annually the discount rates used to calculate the present value of pension plan liabilities. The discount rates
used at each measurement date are determined based on a high-quality corporate bond yield curve, derived based on bond
universe information sourced from reputable third-party indexes, data providers, and rating agencies. In countries where there is
not a deep market for corporate bonds, we generally use a government bond approach to set the discount rate. Additionally, the
expected long-term rates of return on plan assets is derived for each benefit plan by considering the expected future long-term
return assumption for each individual asset class. A single long-term return assumption is then derived for each plan based on
the plan's target asset allocation.
Pension Assumptions Sensitivity Analysis
The following chart depicts the sensitivity of estimated fiscal year 2026 pension expense to incremental changes in the
weighted-average discount rate and expected long-term rate of return on assets.
Discount Rate
Total Increase/
(Decrease) to Net
Periodic Pension
Cost from Current
Assumption
Rate of Return on Plan Assets
Total Increase/
(Decrease) to Net
Periodic Pension
Cost from Current
Assumption
(in $ millions)
(in $ millions)
+25 basis points
(1) +25 basis points
(4)
4.65 percent (current assumption)
— 5.84 percent (current assumption)
—
-25 basis points
1 -25 basis points
4
Goodwill and Other Intangible Assets
Goodwill represents the excess of the aggregate purchase price over the fair value of net assets acquired, including
intangible assets. Goodwill is not amortized but is instead tested for impairment annually as of April 1 of each fiscal year, or
when events and circumstances indicate an impairment may have occurred. Our reporting units each contain goodwill that is
assessed for potential impairment. All goodwill is assigned to a reporting unit, which we have defined as an operating segment,
based on the relative fair value of the reporting unit at the time of each acquisition. At June 30, 2025, we have two reporting
units which are our reportable segments, Global Flexible Packaging Solutions and Global Rigid Packaging Solutions.
In our impairment analysis, we may elect to first assess qualitative factors to determine whether a quantitative test is
necessary. If we determine that a quantitative test is necessary or elect to perform a quantitative test instead of the qualitative
test, we derive an estimate of fair values for each of our reporting units using income approaches. The most significant
assumptions used in the determination of the estimated fair value of the reporting units are revenue growth, projected operating
income growth, market multiples, terminal values, and discount rates. When the carrying value of a reporting unit exceeds its
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Annual Report FY25
fair value, we recognize an impairment loss equal to the difference between the carrying value and estimated fair value of the
reporting unit, adjusted for any tax benefits, limited to the amount of the carrying value of goodwill.
Our estimates associated with the goodwill impairment tests are considered critical due to the amount of goodwill
recorded on our consolidated balance sheets and the judgment required in determining fair value amounts, including projected
future cash flows. Judgment is also used in assessing whether goodwill should be tested more frequently for impairment than
annually. Factors such as a significant decrease in expected net earnings, adverse equity market conditions, and other external
events, such as significant inflation and rising interest rates, may result in the need for more frequent assessments.
Intangible assets consist primarily of purchased customer relationships, technology, trademarks, and software and are
amortized using the straight-line method over their estimated useful lives, ranging from one to twenty years. We review these
intangible assets for impairment when changes in circumstances or the occurrence of events suggest that the remaining value is
not recoverable. The impairment test requires us to make estimates about fair value, most of which are based on projected
future cash flows and discount rates. These estimates and projections require judgments about future events, conditions, and
amounts of future cash flows.
Deferred Taxes and Uncertain Tax Positions
Significant judgments and estimates are required in determining our deferred tax assets and liabilities and uncertain tax
positions as tax laws are often complex and may be subject to differing interpretations by the taxpayer and the relevant taxing
authorities. Determining uncertain tax positions involves evaluating whether the weight of available positive and negative
evidence indicates that it is more likely than not that the position taken or expected to be taken in the tax return will be
sustained upon tax audit, including resolution of related appeals or litigation processes, if any. The recognized tax benefits are
measured as the largest benefit of having a more likely than not likelihood of being sustained upon settlement. Additionally, we
are required to assess the likelihood of recovering deferred tax assets against future sources of taxable income which may result
in the need for a valuation allowance on deferred tax assets, including operating loss, capital loss, and tax credit carryforwards
if we do not reach the more likely than not threshold based on all available evidence. Examples of factors considered in
determining deferred tax asset realizability include the expected future performance of operations and taxable earnings, the
expected timing of the reversal of temporary differences, as well as the feasibility of tax planning strategies. If actual results
differ from these estimates or if there are future changes in tax laws or statutory tax rates, we may need to adjust valuation
allowances, or deferred tax liabilities, which could have a material impact on our consolidated financial position and results of
operations.
New Accounting Pronouncements
Refer to Note 3, "New Accounting Guidance," of the notes to consolidated financial statements for information about
new accounting pronouncements.
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Annual Report FY25
Item 7A. - Quantitative and Qualitative Disclosures About Market Risk
Overview
Our activities expose us to a variety of market risks and financial risks. Our overall risk management program seeks to
minimize potential adverse effects of these risks on Amcor's financial performance. From time to time, we enter into various
derivative financial instruments, such as foreign exchange contracts, commodity fixed price swaps (on behalf of customers),
cross currency swaps, and interest rate swaps to manage these risks. Our hedging activities are conducted on a centralized basis
through standard operating procedures and delegated authorities, which provide guidelines for control, counterparty risk, and
ongoing reporting. These derivative instruments are designed to reduce the economic risk associated with movements in foreign
exchange rates, raw material prices, and to fixed and variable interest rates, but may not have been designated or qualify for
hedge accounting under U.S. GAAP and hence may increase income statement volatility. However, we do not trade in
derivative financial instruments for speculative purposes. In addition, we may enter into loan agreements in currencies other
than the respective legal entity's functional currency to economically hedge foreign exchange risk in net investments in our non-
U.S. subsidiaries, which do not qualify for hedge accounting under U.S. GAAP and hence may increase income statement
volatility.
There have been no material changes in the risks described below, other than increased inflation and market volatility
attributed to a variety of factors, including the Russia-Ukraine conflict, in the last three fiscal years.
Interest Rate Risk
Our 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 the use of various interest rate derivative instruments including, but not limited to, interest rate swaps, cross currency
interest rate swaps, and interest rate locks.
A hypothetical but reasonably possible increase of 1% in the floating rate on the relevant interest rate yield curve
applicable to both derivative and non-derivative instruments denominated in U.S. dollars and Euros, the currencies with the
largest interest rate sensitivity, outstanding as of June 30, 2025, would have resulted in an adverse impact on income before
income taxes and equity in income/(loss) of affiliated companies of $24 million expense for the fiscal year ended June 30, 2025.
Foreign Exchange Risk
We operate in over 40 countries across the world and, as a result, we are exposed to movements in foreign currency
exchange rates.
For the year ended June 30, 2025, a hypothetical but reasonably possible adverse change of 1% in the underlying
average foreign currency exchange rate for the Euro would have resulted in an adverse impact on our net sales of $26 million.
Economic and political events in Argentina expose us to heightened levels of foreign currency exchange risks.
Although our functional currency in Argentina is the U.S. dollar, we have net assets and transactions in Argentina that are
denominated in pesos. In fiscal year 2024, the new Argentine government devalued the Argentine peso by approximately 55%
against the U.S. dollar which was the primary factor in our recognition of a $53 million loss on monetary balances in this fiscal
year. In April 2025, the Argentine government lifted its capital controls over the Argentine peso to trade against the U.S. dollar
which enables the Central Bank of Argentina to increase its reserves. The measures taken in April 2025 resulted in a
devaluation of approximately 10% and have increased foreign exchange volatility while helping to reduce inflation in
Argentina. As of June 30, 2025, a hypothetical but reasonably possible 10% devaluation of the Argentine peso against the U.S.
dollar would have resulted in an adverse impact on our Argentine peso monetary assets of approximately $6 million. Our
operations in Argentina represented approximately 2% of our consolidated net sales and annual adjusted earnings before
interest and tax in fiscal year 2025.
During both fiscal years 2025 and 2024, 51% of our net sales, respectively, were effectively generated in U.S. dollar
functional currency entities. During fiscal year 2025 and 2024, 18% and 16%, respectively, of our net sales were generated in
Euro functional currency entities with the remaining 31% and 33% of net sales, respectively, being generated in entities with
functional currencies other than U.S. dollars and Euros. The impact of translating Euro and other non-U.S. dollar net sales and
operating expenses into U.S. dollar for reporting purposes will vary depending on the movement of those currencies from
period to period.
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Annual Report FY25
Raw Material and Commodity Price Risk
The primary raw materials for our products are polymer resins and films, inks, solvents, adhesives, aluminum,
linerboard, paper, and chemicals. We have market risk primarily in connection with the pricing of our products and are exposed
to commodity price risk from a number of commodities and other raw materials and energy price risk.
Changes in prices of our primary raw materials may result in a temporary or permanent reduction in income before
income taxes and equity in income/(loss) of affiliated companies depending on the level of recovery by material type. The level
of recovery depends both on the type of material and the market in which we operate. Across our business, we have a number
of contractual provisions that allow for passing on of raw material price fluctuations to customers within predefined periods.
A hypothetical but reasonably possible 1% increase on average prices for polymer resins and films, inks, solvents,
adhesives, aluminum, linerboard, paper and chemicals, not passed on to the customer by way of a price adjustment, would have
resulted in an increase in cost of sales and hence an adverse impact on income before income taxes and equity in income/(loss)
of affiliated companies of approximately $97 million for fiscal year 2025 before any contractual pass-through to selling price.
Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss.
We are exposed to credit risk arising from financing activities including deposits with banks and financial institutions, foreign
exchange transactions and other financial instruments, as well as from over-the-counter raw material and commodity related
derivative instruments.
We manage our credit risk from balances with financial institutions through our counterparty risk policy, which
provides guidelines on setting limits to minimize the concentration of risks and therefore mitigating financial loss through
potential counterparty failure and on dealing and settlement procedures. The investment of surplus funds is made only with
approved counterparties and within credit limits assigned to each specific counterparty. Financial derivative instruments can
only be entered into with high credit quality approved financial institutions. As of June 30, 2025, and 2024, we did not have a
significant concentration of credit risk in relation to derivatives entered into in accordance with our hedging and risk
management activities.
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Annual Report FY25
Item 8. - Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Amcor plc
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Amcor plc and its subsidiaries (the “Company”) as of June
30, 2025 and 2024, and the related consolidated statements of income, of comprehensive income, of equity and of cash flows
for each of the three years in the period ended June 30, 2025, including the related notes and schedule of valuation and
qualifying accounts and reserves for each of the three years in the period ended June 30, 2025 appearing under Item 15(a)(2)
(collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over
financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three
years in the period ended June 30, 2025 in conformity with accounting principles generally accepted in the United States of
America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to
express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Berry Global
Group, Inc. from its assessment of internal control over financial reporting as of June 30, 2025 because it was acquired by the
Company in a purchase business combination during 2025. We have also excluded Berry Global Group, Inc. from our audit of
internal control over financial reporting. Berry Global Group, Inc. is a wholly-owned subsidiary whose total assets and total
revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 36.0%
and 10.6%, respectively, of the related consolidated financial statement amounts as of and for the year ended June 30, 2025.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
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Annual Report FY25
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Acquisition of Berry Global Group, Inc. – Valuation of Customer Relationships
As described in Note 4 to the consolidated financial statements, on April 30, 2025, the Company completed the merger with
Berry Global Group, Inc. (“Berry”) for purchase consideration of approximately $10.4 billion. Of the acquired intangible assets,
approximately $5.5 billion were recorded relating to customer relationships. The preliminary fair value of customer
relationships was determined by management using an income approach methodology, specifically the multi-period excess
earnings method. Key assumptions used in estimating future cash flows included projected revenue growth rates, projected
earnings before interest, taxes, depreciation and amortization (“EBITDA”), discount rates, and customer attrition rates.
The principal considerations for our determination that performing procedures relating to the valuation of customer
relationships acquired in the acquisition of Berry is a critical audit matter are (i) the significant judgment by management when
developing the fair value estimate of the customer relationships acquired; (ii) a high degree of auditor judgment, subjectivity,
and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue growth
rates, projected EBITDA, discount rates and customer attrition rates for customer relationships; and (iii) the audit effort
involved, including the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
acquisition accounting, including controls over management’s valuation of the customer relationships acquired. These
procedures also included, among others (i) reviewing the merger agreement; (ii) testing management’s process for developing
the fair value estimate of the customer relationships acquired; (iii) evaluating the appropriateness of the multi-period excess
earnings method used by management; (iv) testing the completeness and accuracy of the underlying data used in the multi-
period excess earnings method; and (v) evaluating the reasonableness of the significant assumptions used by management
related to projected revenue growth rates, projected EBITDA, discount rates, and customer attrition rates. Evaluating
management’s assumptions related to projected revenue growth rates, projected EBITDA, discount rates, and customer attrition
rates for customer relationships involved considering (i) the current and past performance of the Berry business; (ii) the
consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in
other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the
appropriateness of the multi-period excess earnings method, (ii) the reasonableness of discount rates and (iii) of the customer
attrition rate assumptions for customer relationships.
/s/ PricewaterhouseCoopers AG
Zurich, Switzerland
August 15, 2025
We have served as the Company's auditor since 2019.
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Annual Report FY25
Amcor plc and Subsidiaries
Consolidated Statements of Income
($ in millions, except per share data)
For the years ended June 30,
2025
2024
2023
Net sales
$
15,009
$
13,640
$
14,694
Cost of sales
(12,175)
(10,928)
(11,969)
Gross profit
2,834
2,712
2,725
Selling, general, and administrative expenses
(1,205)
(1,093)
(1,086)
Amortization of acquired intangible assets
(246)
(167)
(160)
Research and development expenses
(120)
(106)
(101)
Restructuring, transaction and integration expenses, net
(307)
(97)
104
Other income/(expenses), net
53
(35)
26
Operating income
1,009
1,214
1,508
Interest income
49
38
31
Interest expense
(396)
(348)
(290)
Other non-operating income/(expenses), net
(12)
3
2
Income before income taxes and equity in income/(loss) of affiliated companies
650
907
1,251
Income tax expense
(135)
(163)
(193)
Equity in income/(loss) of affiliated companies, net of tax
3
(4)
—
Net income
$
518
$
740
$
1,058
Net income attributable to non-controlling interests
(7)
(10)
(10)
Net income attributable to Amcor plc
$
511
$
730
$
1,048
Basic earnings per share
$
0.321
$
0.505
$
0.709
Diluted earnings per share
$
0.320
$
0.505
$
0.705
See accompanying notes to consolidated financial statements.
52
69
Annual Report FY25
Amcor plc and Subsidiaries
Consolidated Statements of Comprehensive Income
($ in millions)
For the years ended June 30,
2025
2024
2023
Net income
$
518
$
740
$
1,058
Other comprehensive income/(loss):
Net gains/(losses) on cash flow hedges, net of tax (a)
2
5
(1)
Foreign currency translation adjustments, net of tax (b)
21
(108)
69
Net investment hedge of foreign operations, net of tax (c)
(60)
—
—
Excluded components of fair value hedges
(8)
(10)
—
Pension, net of tax (c)
2
(45)
(50)
Other comprehensive income/(loss)
(43)
(158)
18
Total comprehensive income
475
582
1,076
Comprehensive income attributable to non-controlling interests
(7)
(10)
(10)
Comprehensive income attributable to Amcor plc
$
468
$
572
$
1,066
(a) Tax benefit/(expense) related to cash flow hedges
$
—
$
(1) $
1
(b) Tax expense related to foreign currency translation adjustments
(5)
—
(1)
(c) Tax benefit related to net investment hedge of foreign operations
20
—
—
(d) Tax benefit/(expense) related to pension adjustments
$
(1) $
12
$
11
See accompanying notes to consolidated financial statements.
53
70
Annual Report FY25
Amcor plc and Subsidiaries
Consolidated Balance Sheets
($ in millions, except share and per share data)
As of June 30,
2025
2024
Assets
Current assets:
Cash and cash equivalents
$
827
$
588
Trade receivables, net of allowance for credit losses of $34 and $24, respectively
3,426
1,846
Inventories, net
Raw materials and supplies
1,394
862
Work in process and finished goods
2,077
1,169
Prepaid expenses and other current assets
710
500
Total current assets
8,434
4,965
Non-current assets:
Property, plant, and equipment, net
8,202
3,763
Operating lease assets
1,116
567
Deferred tax assets
218
148
Other intangible assets, net
7,403
1,391
Goodwill
11,276
5,345
Employee benefit assets
60
34
Other non-current assets
357
311
Total non-current assets
28,632
11,559
Total assets
$
37,066
$
16,524
Liabilities
Current liabilities:
Current portion of long-term debt
$
141
$
12
Short-term debt
116
84
Trade payables
3,490
2,580
Accrued employee costs
619
399
Other current liabilities
2,621
1,186
Total current liabilities
6,987
4,261
Non-current liabilities:
Long-term debt, less current portion
13,841
6,603
Operating lease liabilities
910
488
Deferred tax liabilities
2,482
584
Employee benefit obligations
352
217
Other non-current liabilities
754
418
Total non-current liabilities
18,339
8,310
Total liabilities
$
25,326
$
12,571
Commitments and contingencies (See Note 20)
Shareholders' Equity
Amcor plc shareholders’ equity:
Ordinary shares ($0.01 par value):
Authorized (9,000 million shares)
Issued (2,305 and 1,445 million shares, respectively)
$
23
$
14
Additional paid-in capital
12,226
4,019
Retained earnings
548
879
Accumulated other comprehensive loss
(1,063)
(1,020)
Treasury shares (0 and 1 million shares, respectively)
(6)
(11)
Total Amcor plc shareholders' equity
11,728
3,881
Non-controlling interests
12
72
Total shareholders' equity
11,740
3,953
Total liabilities and shareholders' equity
$
37,066
$
16,524
See accompanying notes to consolidated financial statements.
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Annual Report FY25
Amcor plc and Subsidiaries
Consolidated Statements of Cash Flows
($ in millions)
For the years ended June 30,
2025
2024
2023
Cash flows from operating activities:
Net income
$
518
$
740
$
1,058
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and impairment
722
595
586
Net periodic benefit cost
32
12
11
Amortization of debt discount and deferred financing costs
36
10
4
Net gain on disposal of property, plant, and equipment
(7)
(11)
(5)
Net gain on disposal of businesses
(8)
—
(220)
Equity in (income)/loss of affiliated companies
(3)
4
—
Net foreign exchange loss
9
27
28
Share-based compensation
74
32
54
Inventory step-up amortization
133
—
—
Other, net
60
(37)
5
Loss from highly inflationary accounting for Argentine subsidiaries
27
106
62
Deferred income taxes, net
(125)
(37)
(57)
Changes in operating assets and liabilities, excluding effect of acquisitions,
divestitures, and currency:
Trade receivables
(228)
(43)
93
Inventories
—
95
248
Prepaid expenses and other current assets
(57)
(5)
(54)
Trade payables
220
(43)
(429)
Other current liabilities
15
(74)
21
Accrued employee costs
47
8
(84)
Employee benefit obligations
(47)
(39)
(25)
Other, net
(28)
(19)
(35)
Net cash provided by operating activities
1,390
1,321
1,261
Cash flows from investing activities:
Issuance of loans to affiliated companies and other
—
—
(1)
Investments in affiliated companies and other
—
(3)
(56)
Business acquisitions, net of cash acquired
(1,653)
(20)
(121)
Purchase of property, plant, and equipment, and other intangible assets
(580)
(492)
(526)
Proceeds from divestitures, net of cash divested
113
—
365
Proceeds from sales of property, plant, and equipment, and other intangible assets
18
39
30
Net cash used in investing activities
(2,102)
(476)
(309)
Cash flows from financing activities:
Proceeds from exercise of options
15
—
134
Purchase of treasury shares and tax withholdings for share-based incentive plans
(122)
(51)
(221)
Purchase of non-controlling interest
(2)
—
—
Proceeds from issuance of long-term debt
2,181
1,024
522
Repayment of long-term debt
(506)
(16)
(330)
Financing-related transaction fees
(11)
—
—
Net borrowing/(repayment) of commercial paper
228
(1,041)
94
Net repayment of short-term debt
(16)
(10)
(58)
Repayment of lease liabilities
(12)
(11)
(11)
Share buyback/cancellations
—
(30)
(432)
Dividends paid
(845)
(722)
(723)
Net cash (used in)/provided by financing activities
910
(857)
(1,025)
Effect of exchange rates on cash and cash equivalents
41
(89)
(88)
Net increase/(decrease) in cash and cash equivalents
239
(101)
(161)
Cash and cash equivalents balance at beginning of the fiscal year
588
689
850
Cash and cash equivalents balance at end of the fiscal year
$
827
$
588
$
689
See accompanying notes to consolidated financial statements, including Note 23, "Supplemental Cash Flow Information." Cash
and cash equivalents at the beginning of fiscal year 2023 include cash and cash equivalents classified as held for sale.
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Annual Report FY25
Amcor plc and Subsidiaries
Consolidated Statements of Equity
($ in millions, except per share data)
Ordinary
Shares
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Shares
Non-
controlling
Interests
Total
Balance as of June 30, 2022
$
15
$
4,431
$
534
$
(880) $
(18) $
59
$
4,141
Net income
1,048
10
1,058
Other comprehensive income
18
—
18
Share buyback/cancellations
(1)
(431)
(432)
Dividends declared ($0.4875 per share)
(717)
(6)
(723)
Options exercised and shares vested
(93)
227
134
Net settlement of forward contracts to
purchase own equity for share-based
incentive plans, net of tax
60
60
Purchase of treasury shares
(221)
(221)
Share-based compensation expense
54
54
Change in non-controlling interests
—
—
1
1
Balance as of June 30, 2023
14
4,021
865
(862)
(12)
64
4,090
Net income
730
10
740
Other comprehensive loss
(158)
—
(158)
Share buyback/cancellations
—
(30)
(30)
Dividends declared ($0.4975 per share)
(716)
(6)
(722)
Shares vested and related tax withholdings
(52)
49
(3)
Net settlement of forward contracts to
purchase own equity for share-based
incentive plans, net of tax
48
48
Purchase of treasury shares
(48)
(48)
Share-based compensation expense
32
32
Change in non-controlling interests
—
4
4
Balance as of June 30, 2024
14
4,019
879
(1,020)
(11)
72
3,953
Net income
511
7
518
Other comprehensive loss
(43)
—
(43)
Dividends declared ($0.5075 per share)
(842)
(3)
(845)
Options exercised and shares vested, and
related tax withholdings
(112)
52
(60)
Net settlement of forward contracts to
purchase own equity for share-based
incentive plans, net of tax
47
47
Purchase of treasury shares
(47)
(47)
Share-based compensation expense
74
74
Change in non-controlling interests
(69)
(69)
Acquisition of Berry Global Group, Inc.
9
8,198
5
8,212
Balance as of June 30, 2025
$
23
$ 12,226
$
548
$
(1,063) $
(6) $
12
$ 11,740
See accompanying notes to consolidated financial statements.
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Annual Report FY25
Amcor plc and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Business Description
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.
On April 30, 2025, the Company completed its acquisition (the "Merger") of Berry Global Group, Inc ("Berry"). The
combination of Amcor and Berry has created a global packaging leader that employs approximately 77,000 individuals and has
more than 400 manufacturing facilities in more than 40 countries. See Note 4, "Acquisitions and Divestitures" for more
information on the Berry acquisition.
Today, we are the global leader in developing and producing responsible consumer packaging and dispensing solutions
across a variety of materials for nutrition, health, beauty and wellness categories. Our global product innovation and
sustainability expertise enables us to solve packaging challenges around the world every day, producing a range of flexible
packaging, rigid packaging, cartons and closures that are more sustainable, functional and appealing for our customers and their
consumers. We are guided by our purpose of elevating customers, shaping lives and protecting the future.
The Company's business activities are organized around two reportable segments, Global Flexible Packaging Solutions
and Global Rigid Packaging Solutions. The Company has a globally diverse operating footprint, selling to customers in Europe,
North America, Latin America, Africa, the Middle East, and the Asia Pacific regions. The Company's sales are widely
diversified, with the majority of sales made to nutrition, health, beauty and wellness categories which include food, beverage,
pharmaceutical, medical device, home and personal care, and other consumer goods. All markets are considered to be highly
competitive as to price, innovation, quality, and service.
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Annual Report FY25
Note 2 - Significant Accounting Policies
Basis of Presentation and Principles of Consolidation: The consolidated financial statements include the accounts of the
Company and its subsidiaries, for which the Company has a controlling financial interest. All significant intercompany
transactions and balances have been eliminated. The consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America ("U.S. GAAP"). Certain amounts in the Company's
notes to consolidated financial statements may not add up or recalculate due to rounding. The Company has certain U.S. and
foreign subsidiaries that report on a 5-4-4 calendar or 52-week fiscal year, all of which were acquired as part of the Berry
Merger completed on April 30, 2025, and which the Company consolidates into its respective fiscal period. The difference in
period end for these foreign and U.S. subsidiaries has been determined to not be material.
The Company reclassified prior year comparatives in the consolidated statements of income to conform to the current
year's presentation which provides a standalone line item for the amortization expense on the Company's intangible assets.
Business Combinations: The Company uses the acquisition method of accounting, which requires separate recognition of
assets acquired and liabilities assumed from goodwill, at the acquisition date fair values. Goodwill as of the acquisition date is
measured as the excess of consideration transferred and the fair value of any non-controlling interests in the acquiree over the
net of the acquisition date fair values of the assets acquired and liabilities assumed. During the measurement period, which may
be up to one year from the acquisition date, the Company has the ability to record adjustments to the assets acquired and
liabilities assumed with the corresponding offset to goodwill. The Company's estimates of fair value are based upon
assumptions believed to be reasonable, but the Company's estimates and assumptions are inherently uncertain and subject to
modification. After the measurement period or final determination of the values of assets acquired or liabilities assumed,
whichever comes first, any subsequent adjustments are recorded in the consolidated statements of income. Acquisition related
costs and any related restructuring costs are expensed as incurred.
Held for Sale and Discontinued Operations: The Company classifies assets and liabilities (the "disposal group") as held for
sale in the period when all of the relevant criteria to be classified as held for sale are met. These criteria include management's
commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within
one year. Assets held for sale are reported at the lower of their carrying value or fair value less cost to sell. Fair value is
determined based on management’s assessment of indicative bids, a market multiples model in which a market multiple is
applied to forecasted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), discounted cash flows,
appraised values, or management's estimates, depending on the specific situation. Any loss resulting from the measurement is
recognized in the period when the held for sale criteria are met. If the disposal group meets the definition of a business, the
goodwill within the reporting unit is allocated to the disposal group based on its relative fair value. The Company assesses the
fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any
subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not
exceed the initial carrying value of the disposal group. Assets held for sale are not amortized or depreciated.
A disposal group that represents a strategic shift to the Company or is acquired with the intention to sell is reflected as
a discontinued operation on the consolidated statements of income and prior periods are recast to reflect the earnings or losses
as income from discontinued operations.
Estimates and Assumptions Required: The preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.
These estimates are based on historical experience and various assumptions believed to be reasonable under the
circumstances. Management evaluates these estimates on an ongoing basis and adjusts or revises them as circumstances change.
As future events and their impacts cannot be determined with precision, actual results may differ from these estimates. In the
opinion of management, the consolidated financial statements reflect all adjustments necessary to fairly present the results of
the periods presented.
Translation of Foreign Currencies: The reporting currency of the Company is the U.S. dollar. The functional currency of the
Company’s subsidiaries is generally the local currency of each entity. Transactions in currencies other than the functional
currency of the entity are recorded at the exchange rates prevailing at the transaction date. Monetary assets and liabilities in
currencies other than the entity’s functional currency are remeasured at the exchange rates as of the balance sheet date to the
entity’s functional currency. Foreign currency transaction gains and losses are recorded in other income/(expenses), net in the
consolidated statements of income. These foreign currency transaction net gains or net losses, not including losses on monetary
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Annual Report FY25
balances in Argentina, amounted to a net loss of $6 million, $10 million, and $17 million during the fiscal years ended June 30,
2025, 2024, and 2023, respectively.
Upon consolidation, the results of operations of subsidiaries with functional currencies other than the reporting
currency of the Company are translated using average exchange rates during each year. Assets and liabilities of operations with
a functional currency other than the U.S. dollar are translated at the exchange rates as of the balance sheet date, while equity
balances are translated at historical rates. Translation gains and losses are reported in accumulated other comprehensive loss as
a component of shareholders’ equity.
Highly Inflationary Accounting: A highly inflationary economy is defined as an economy with a cumulative inflation rate of
approximately 100 percent or more over a three-year period. As of July 1, 2018, the Argentine economy was designated as
highly inflationary for accounting purposes. Accordingly, the U.S. dollar replaced the Argentine peso as the functional currency
for the Company's subsidiaries in Argentina. The impact of highly inflationary accounting on monetary balances was a loss of
$16 million, $53 million, and $24 million for the fiscal years ended June 30, 2025, 2024, and 2023, respectively, in the
consolidated statements of income.
Revenue Recognition: The Company generates revenue primarily by providing its customers with flexible and rigid packaging
solutions, serving a variety of markets including food, beverage, consumer products, and healthcare end markets. The Company
enters into a variety of agreements with customers, including quality agreements, pricing agreements, and master supply
agreements, which outline the terms under which the Company does business with a specific customer. The Company also sells
to some customers solely based on purchase orders. The Company has concluded for the vast majority of its revenues, that its
contracts with customers are either a purchase order or the combination of a purchase order with a master supply agreement. All
revenue recognized in the consolidated statements of income is considered to be revenue from contracts with customers.
The Company typically satisfies the obligation to provide packaging to customers at a point in time upon shipment
when control is transferred to customers. Revenue is recognized net of allowances for returns and customer claims and any
taxes collected from customers, which are subsequently remitted to governmental authorities. The Company does not have any
material contract assets or contract liabilities. The Company disaggregates revenue based on major product lines.
Disaggregation of revenue is presented in Note 21, "Segments."
Significant Judgments
Determining whether products and services should be accounted for as distinct performance obligations or as
combined performance obligations may require significant judgment. The Company has identified potential performance
obligations in its customer master supply agreements and determined that none of them are capable of being distinct as the
customer can only benefit from the supplied packaging. Therefore, the Company has concluded that it has one performance
obligation, which is to supply packaging to customers.
The Company may provide variable consideration in several forms, which are determined through its agreements with
customers. The Company can offer prompt payment discounts, sales rebates, or other incentive payments to customers. Sales
rebates and other incentive payments can be awarded contingent on the achievement of certain performance metrics, including
volume. The Company accounts for variable consideration using the most likely amount method. The Company utilizes
forecasted sales data and rebate percentages specific to each customer agreement and updates its judgment of the amounts to
which the customer is entitled each period.
The Company enters into long-term agreements with certain customers, under which it is obligated to make various
up-front payments for which it expects to receive a benefit in excess of the cost over the term of the contract. These up-front
payments are deferred and reflected in prepaid expenses and other current assets or other non-current assets on its consolidated
balance sheets. Contract incentives are typically recognized as a reduction to revenue over the term of the customer agreement.
Practical Expedients
The Company sells primarily through its direct sales force. Any external sales commissions are expensed when
incurred because the amortization period would be one year or less. External sales commission expense is included in selling,
general, and administrative expenses in the consolidated statements of income.
The Company accounts for shipping and handling activities as fulfillment costs. Accordingly, shipping and handling
costs are classified as a component of cost of sales while amounts billed to customers are classified as a component of net sales.
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Annual Report FY25
The Company excludes from the measurement of the transaction price all taxes assessed by a government authority
that are both imposed on and concurrent with a specific revenue producing transaction and collected from the customer,
including sales taxes, value added taxes, excise taxes, and use taxes. Accordingly, the tax amounts are not included in net sales.
The Company does not adjust the promised consideration for the time value of money for contracts where the
difference between the time of payment and performance is one year or less.
Research and Development: Research and development expenses are expensed as incurred.
Restructuring Costs: Restructuring costs are recognized when the liability is incurred. The Company calculates severance
obligations based on its standard customary practices. Accordingly, the Company records provisions for severance when
payments are probable and estimable and when the Company has committed to the restructuring plan. In the absence of a
standard customary practice or established local practice, liabilities for severance are recognized when incurred. If fixed assets
become impaired as a result of the Company’s restructuring efforts, these assets are written down to their fair value less costs to
sell, as the Company commits to dispose of them, and they are no longer in use. Depreciation is accelerated on fixed assets for
the period of time the asset continues to be used until the asset ceases to be used. Other restructuring costs, including costs to
relocate equipment, are generally recorded as the cost is incurred or the service is provided. See Note 6, "Restructuring," for
more information on the Company’s restructuring plans.
Cash, Cash Equivalents, and Restricted Cash: The Company considers all highly liquid investments, with a maturity of three
months or less when purchased, to be cash equivalents. Cash equivalents include demand deposits that can be readily liquidated
without penalty at the Company’s option. Cash equivalents are carried at cost which approximates fair market value. The
Company had immaterial amounts of restricted cash as of June 30, 2025, and 2024.
Trade Receivables, net of allowance for credit losses ("Trade accounts receivable, net"): Trade accounts receivable, net,
are stated at the amount the Company expects to collect, which is net of an allowance for sales returns and the estimated losses
resulting from the inability of its customers to make required payments. The allowance for doubtful accounts is estimated based
on the current expected credit loss model ("CECL") and it incorporates information about past events, current conditions, and
reasonable and supportable forecasts of future economic conditions. When determining the collectability of specific customer
accounts, several factors are evaluated, including customer creditworthiness, past transaction history with the customer, and
changes in customer payment terms or practices. In addition, overall historical collection experience, current economic industry
trends, and a review of the current status of trade accounts receivable are considered when determining the required allowance
for credit losses. Changes in allowance for doubtful accounts were not material for fiscal years ended June 30, 2025, 2024, and
2023.
The Company enters into customer-based supply-chain financing programs from time to time to sell trade receivables
to third-party financial institutions. Agreements which result in true sales of the transferred receivables, which occur when
receivables are transferred without recourse to the Company, are reflected as a reduction of trade receivables, net on the
consolidated balance sheets and the proceeds are included in the cash flows from operating activities in the consolidated
statements of cash flows. Agreements that allow the Company to maintain effective control over the transferred receivables and
which do not qualify as a true sale are accounted for as secured borrowings and recorded on the consolidated balance sheets
within trade receivables, net and short-term debt. The expenses associated with receivables factoring are recorded in the
consolidated statements of income primarily as a reduction of net sales. The Company did not factor any material trade
receivables in fiscal years 2025 and 2024 which did not qualify as true sales of the receivables.
Inventories, net: Inventories are stated at the lower of cost and net realizable value. The cost of inventories is based upon the
first-in, first-out ("FIFO") method or average cost method. Costs related to inventories include raw materials, direct labor, and
manufacturing overhead.
Property, Plant, and Equipment, Net ("PP&E"): PP&E is carried at cost less accumulated depreciation and impairment and
includes expenditures for new facilities and equipment, as well as costs that substantially increase the useful lives or capacity of
existing PP&E. Cost of constructed assets includes capitalized interest incurred during the construction period. Maintenance
and repairs that do not improve efficiency or extend economic life are expensed as incurred.
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Annual Report FY25
PP&E, including assets held under finance leases, is depreciated using the straight-line method over the estimated useful lives
of the assets or, in the case of leasehold improvements and finance leases, over the period of the lease or useful life of the asset
as described below. The Company periodically reviews these estimated useful lives and, when appropriate, changes are made
prospectively.
Leasehold land
Over lease term
Land improvements
Up to 50 years
Buildings
Up to 50 years
Machinery and equipment
Up to 25 years
Finance leases
Lease term or 5 to 25 years
Impairment of Long-lived Assets: The Company reviews long-lived assets, primarily PP&E and certain identifiable intangible
assets with finite lives, for impairment when facts or circumstances indicate that the carrying amount of an asset or asset group
may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows are less than the
carrying value of the assets, the carrying values are reduced to their estimated fair value. Fair values are determined based on
quoted market values, discounted cash flows, or external appraisals, as applicable.
Impairments of long-lived assets recognized in the consolidated statements of income, excluding assets held for sale,
were as follows:
Years ended June 30,
($ in millions)
2025
2024
2023
Restructuring, transaction and integration expenses, net
8
12
18
Total impairment losses recognized in the consolidated statements of
income
$
8 $
12 $
18
Leases: The Company enters into leasing arrangements for certain manufacturing sites, offices, warehouses, land, vehicles, and
equipment. The Company determines at the inception of the contract whether the contract is or contains a lease. A contract is a
lease if it conveys the right to control an identified asset for a period of time in exchange for consideration.
For leases with an original term of more than twelve months, the Company recognizes a right-of-use (“ROU”) asset
and a lease liability. Short-term leases with a term of twelve months or less are not recorded on the consolidated balance sheets
and the related expense is recognized on a straight-line basis over the term of the lease.
Lease liabilities are recognized at the commencement date based on the present value of the remaining lease payments
over the lease terms, which include any noncancellable lease terms and any renewal periods that the Company is reasonably
certain to exercise. A significant portion of the Company's leases includes an option or options to extend the lease term. The
Company re-evaluates its leases on a regular basis to consider the economic and strategic incentives of exercising lease renewal
options. As the implicit rates in the Company's leases generally cannot be readily determined, the Company uses estimates of its
incremental borrowing rate as the discount rates to determine the lease liabilities.
Certain leases require variable payments that are dependent on usage, output, or other factors. Variable lease payments
that do not depend on an index or rate are excluded from lease payments in the measurement of the ROU lease asset and lease
liability and recognized as an expense in the period in which the obligation for the payments occur.
Goodwill: Goodwill represents the excess of cost over the fair value of net assets acquired in a business combination. Goodwill
is not amortized but is instead tested annually for impairment by the Company as of April 1 of each fiscal year or whenever
events and circumstances indicate an impairment may have occurred during the fiscal year. Factors that could trigger an
impairment review include a significant decline in a reporting unit’s operating results compared to its operating plan or
historical performance, and competitive pressures and changes in the general markets in which it operates. All goodwill is
assigned to a reporting unit, which is defined as the operating segment.
When performing the required impairment tests, the Company has the option to first assess qualitative factors to
determine if a quantitative assessment for goodwill impairment is necessary. If the qualitative assessment concludes that it is
more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative
assessment. The Company's quantitative assessment utilizes discounted cash flow models to determine the fair value of the
reporting units. Deriving fair value using discounted cash flows requires judgment and is sensitive to changes in underlying
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Annual Report FY25
assumptions and market factors. Key assumptions include revenue growth, projected operating income growth, market
multiples, terminal values, and discount rates. Sensitivity analyses are performed around certain of these assumptions to assess
the reasonableness of the assumptions and the resulting estimated fair values. If current expectations of future growth rates and
margins are not met, or if market factors beyond the Company’s control, such as factors impacting the applicable discount rate
or economic or political conditions in key markets, change significantly, then goodwill allocated to one or more reporting units
may be impaired.
In fiscal year 2025, the Company performed qualitative impairment tests for its reporting units to determine whether or
not indicators of impairment existed. The Company evaluated factors including, but not limited to, macro-economic conditions,
market and industry conditions, competitive environment, results of prior impairment tests, operational stability, the overall
financial performance of our reporting units and the impacts of discount rates. As a result of the qualitative assessment, no
indicators of impairment were identified and the Company concluded that goodwill was not impaired.
Other Intangible Assets, Net: Contractual or separable intangible assets that have finite useful lives are amortized against
income using the straight-line method over their estimated useful lives, which range from 1 to 20 years. The straight-line
method of amortization reflects an appropriate allocation of the costs of the intangible assets to earnings in proportion to the
amount of economic benefits obtained by the Company in each reporting period.
Costs incurred to develop software programs to be used solely to meet the Company's internal needs have been
capitalized as computer software within other intangible assets.
Fair Value Measurements: The fair values of the Company's financial assets and financial liabilities 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 determines fair value based on a three-tiered fair value hierarchy. The hierarchy
consists of:
•
Level 1: fair value measurements represent exchange-traded securities, which are valued at quoted prices
(unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the
reporting date;
•
Level 2: fair value measurements are determined using input prices that are directly observable for the asset or
liability or indirectly observable through corroboration with observable market data; and
•
Level 3: fair value measurements are determined using unobservable inputs, such as internally developed pricing
models for the asset or liability due to little or no market activity for the asset or liability.
Derivative Instruments: The Company recognizes all derivative instruments on the consolidated balance sheets at fair value.
The impact on earnings from recognizing the fair values of these instruments depends on their intended use, their hedge
designation and their effectiveness in offsetting changes in the fair values of the exposures they are hedging. Derivatives not
designated as hedging instruments are adjusted to fair value through income. Depending on the nature of derivatives designated
as hedging instruments, changes in the fair value are either offset against the change in fair value of the hedged assets,
liabilities, or firm commitments through earnings or recognized in shareholders’ equity through other comprehensive income/
(loss) until the hedged item is recognized. Gains or losses, if any, related to the ineffective portion of any hedge are recognized
through earnings over the life of the hedging relationship.
See Note 12, "Derivative Instruments," for more information regarding specific derivative instruments included on the
Company’s consolidated balance sheets, such as forward foreign currency exchange contracts, currency swap contracts, and
interest rate swap arrangements, among other derivative instruments.
Employee Benefit Plans: The Company sponsors various defined contribution plans to which it makes contributions on behalf
of employees. The expense under such plans was $98 million, $91 million, and $87 million for the fiscal years ended June 30,
2025, 2024, and 2023, respectively.
The Company also sponsors a number of defined benefit plans that provide benefits to current and former employees.
For the Company-sponsored plans, the relevant accounting guidance requires management to make certain assumptions relating
to the long-term rate of return on plan assets, discount rates used to determine the present value of future obligations and
expenses, salary inflation rates, mortality rates, and other assumptions. The Company believes that the accounting estimates
related to its pension plans are critical accounting estimates because they are highly susceptible to change from period to period
based on the performance of plan assets, actuarial valuations, market conditions, and contracted benefit changes. The selection
of assumptions is based on historical trends, known economic and market conditions at the time of valuation, and independent
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Annual Report FY25
studies of trends performed by the Company’s actuaries. However, actual results may differ substantially from the estimates
that were based on the critical assumptions.
The Company recognizes the funded status of each defined benefit pension plan in the consolidated balance sheets.
Each overfunded plan is recognized as an asset in employee benefit assets and each underfunded plan is recognized as a liability
in employee benefit obligations. Pension plan liabilities are revalued annually, or when an event occurs that requires
remeasurement, based on updated assumptions and information about the individuals covered by the plan. Accumulated
actuarial gains and losses in excess of a 10 percent corridor and the prior service cost are amortized on a straight-line basis from
the date recognized over the average remaining service period of active participants or over the average life expectancy for
plans with significant inactive participants. The service costs related to defined benefits are included in operating income. The
other components of net benefit cost other than service cost are recorded within other non-operating income/(expenses), net in
the consolidated statements of income.
Equity Method and Other Investments: Investments in ordinary shares of companies, in which the Company believes it
exercises significant influence over operating and financial policies, are accounted for using the equity method of accounting.
Investments in limited partnerships or limited liability companies that maintain separate ownership accounts are also accounted
for under the equity method unless the Company's interest is so minor that it has virtually no influence over the investee's
operating and financial policies. Under this method, the investment is carried at cost and is adjusted to recognize the investor’s
share of earnings or losses of the investee after the date of acquisition and is adjusted for impairment whenever it is determined
that a decline in the fair value below the cost basis is other than temporary. The fair value of the investment then becomes the
new cost basis of the investment, and it is not adjusted for subsequent recoveries in fair value. The Company reviews its
investments accounted for under the equity method for impairment whenever events or changes in circumstances indicate the
carrying amount may not be recoverable.
All equity investments that do not result in consolidation and are not accounted for under the equity method are
measured at fair value with unrealized gains and losses related to mark-to-market adjustments included in net income. The
Company utilizes the measurement alternative for equity investments that do not have readily determinable fair values and
measures these investments at cost adjusted for impairments and observable price changes in orderly transactions. See Note 8,
"Equity Method and Other Investments," for more information on the Company's equity method and other investments.
Contingencies: The Company is subject to numerous contingencies arising in the ordinary course of business, such as legal and
administrative proceedings, environmental claims and proceedings, workers' compensation, and other claims. Accruals for
estimated losses are recorded by the Company at the time information becomes available indicating that losses are probable,
and the amounts can be reasonably estimated. When management can reasonably estimate a range of losses that it may incur, it
records an accrual for the amount within the range that constitutes its best estimate. If no amount within a range appears to be a
better estimate than any other, the low end of the range is accrued. The Company records anticipated recoveries under existing
insurance contracts when recovery is probable.
Share-based Compensation: The Company has a variety of equity incentive plans. For employee awards with a service or
market condition, compensation expense is recognized over the vesting period on a straight-line basis using the grant date fair
value of the award and the estimated number of awards that are expected to vest. For awards with a performance condition, the
Company reassesses the probability of vesting at each reporting period and adjusts compensation cost based on its probability
assessment. The Company also has immaterial cash-settled share-based compensation plans which are accounted for as
liabilities. Such share-based awards are remeasured to fair value at each reporting date. The Company estimates forfeitures
based on employee level, time remaining to vest, and historical forfeiture experience. In connection with the Berry Merger, the
Company assumed replacement equity awards, including restricted stock units and the outstanding and unexercised options to
purchase Berry common stock, and converted them into share-based awards for ordinary shares of Amcor. See Note 18, "Share-
based Compensation."
Income Taxes: The Company uses the asset and liability method to account for income taxes. Deferred income taxes reflect the
future tax consequences of temporary differences between the tax bases of assets and liabilities and their financial reporting
amounts at each balance sheet date, based upon enacted income tax laws and tax rates. Income tax expense or benefit is
provided based on earnings reported in the consolidated financial statements. The provision for income tax expense or benefit
differs from the amounts of income taxes currently payable because certain items of income and expense included in the
consolidated financial statements are recognized in different time periods by taxing authorities.
Deferred tax assets, including operating losses, capital losses, and tax credit carryforwards, are reduced by a valuation
allowance when it is more likely than not that any portion of these tax attributes will not be realized. In addition, from time to
time, management assesses the need to accrue or disclose uncertain tax positions. In making these assessments, management
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Annual Report FY25
must often analyze complex tax laws of multiple jurisdictions. Accounting guidance prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken
in a tax return. The Company records the related interest expense and penalties, if any, as tax expense in the tax provision. See
Note 17, "Income Taxes," for more information on the Company's income taxes.
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Annual Report FY25
Note 3 - New Accounting Guidance
Recently Adopted Accounting Standards
In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update
("ASU") 2022-04 that adds certain disclosure requirements for entities that use supplier finance programs in connection with
the purchase of goods and services. The Company adopted the disclosure requirements in ASU 2022-04 on July 1, 2023, except
for the amendment on roll forward information, which the Company adopted in fiscal year 2025. See Note 7, "Supply Chain
Financing Arrangements."
In November 2023, the FASB issued ASU 2023-07 that adds new reportable segment disclosure requirements,
primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating
decision maker and included within segment profit or loss. The ASU becomes effective for the Company beginning with its
fiscal year ending June 30, 2025, and interim periods beginning with the first quarter of fiscal year 2026. The Company adopted
ASU 2023-07 in fiscal year 2025 and the adoption impacted our financial disclosures only. See Note 21, "Segments."
Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09 that adds new income tax disclosure requirements, primarily
related to existing income tax rate reconciliation and income taxes paid information. The standard's amendments are effective
for the Company for annual periods beginning July 1, 2025, with early adoption permitted, and can be applied either
prospectively or retrospectively. The Company is currently evaluating the impact that this guidance will have on its disclosures.
In November 2024, the FASB issued ASU 2024-03 that requires companies to disclose disaggregated information
about certain income statement expense line items. The ASU becomes effective for the Company for annual periods beginning
July 1, 2027, and interim reporting periods beginning with the first quarter of fiscal year 2029, with early adoption permitted.
The Company is currently evaluating the impact that this guidance will have on its disclosures.
The Company considers the applicability and impact of all ASUs issued by the FASB. The Company determined at
this time that all other ASUs not yet adopted are either not applicable or are expected to have minimal impact on the Company's
consolidated financial statements.
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Annual Report FY25
Note 4 - Acquisitions and Divestitures
Acquisitions
Year 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)
117
Share Exchange Ratio
7.25
Price 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. The Merger
consideration includes $310 million related to Berry awards that were settled or replaced in connection with the acquisition.
Compensation expense of $27 million was recognized immediately post-acquisition and $31 million of compensation expense
will be recognized over the remaining service period of up to three years.
The Merger with Berry positions the Company as a global leader in consumer packaging with a comprehensive global
footprint in flexible and rigid packaging solutions and greater scale in key regions of North America, Latin America, Asia
Pacific and Europe, along with industry-leading research and development capabilities. The merger with Berry contributed
$1,591 million in net sales and a $137 million net loss, which includes amortization of the step-up to fair value of inventory as
well as intangible amortization to the Company's consolidated fiscal year 2025 results from the April 30, 2025 acquisition date.
The Merger with Berry was accounted for as a business combination in accordance with ASC 805, "Business
Combinations," with Amcor management determining that Amcor is the accounting acquirer in the Merger. The purchase
consideration was required to be allocated to the estimated fair values of identifiable assets acquired and liabilities assumed in
the transaction. The following is a summary of the preliminary allocation of the purchase price:
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Annual Report FY25
($ in millions)
Preliminary
acquisition-date fair
values
Cash and cash equivalents
$
555
Trade receivables
1,313
Inventories
1,543
Prepaid expenses and other current assets
159
Property, plant, and equipment
4,310
Operating lease assets
589
Deferred tax assets
39
Other intangible assets
6,231
Employee benefit assets
31
Other non-current assets
19
Total identifiable assets acquired
$
14,789
Current portion of long-term debt
$
859
Short term debt
1
Trade payables
624
Accrued employee costs
156
Other current liabilities
990
Non-current operating lease liabilities
474
Long-term debt, less current portion
4,362
Deferred tax liabilities
2,022
Employee benefit obligations
154
Other non-current liabilities
604
Total liabilities assumed
$
10,246
Net identifiable assets acquired
4,543
Fair value of non-controlling interest
(5)
Goodwill
5,859
Net assets acquired
$
10,397
The following table details the preliminary identifiable intangible assets acquired from Berry, their fair values and
estimated useful lives:
($ in millions)
Fair Value
($ in millions)
Weighted-average
Estimated Useful Life
(Years)
Customer relationships
$
5,495
12
Technology
326
8
Other
410
10
Total other intangible assets
$
6,231
The initial purchase price allocation is preliminary in nature and subject to adjustments, which could be material. The
Company is still evaluating the fair value of acquired property, plant and equipment, intangible assets, certain income tax
related items and non-controlling interest in addition to ensuring all other assets and liabilities and contingencies have been
identified and recorded. Any necessary adjustments will be finalized within one year from the date of acquisition. The
preliminary allocation of the purchase price resulted in $1,657 million of goodwill for the Global Flexibles Packaging Solutions
Segment and $4,202 million of goodwill for the Global Rigid Packaging Solutions Segment, which is not tax deductible. The
goodwill on acquisition represents the future economic benefit expected to arise from other intangible assets acquired that do
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Annual Report FY25
not qualify for separate recognition, including assembled workforce and non-contractual relationships, as well as expected
future synergies.
The fair value measurement of tangible and intangible assets and liabilities was based on significant inputs not
observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. Level 3 fair
market values were determined using a variety of information, including estimated future cash flows, appraisals and market
comparables. The preliminary fair value of customer relationships was determined using an income approach methodology,
specifically the multi-period excess earnings method. Key assumptions used in estimating future cash flows included revenue
growth rates, long-term growth rates, projected earnings before interest, tax, depreciation and amortization ("EBITDA"),
income tax rates, discount rates, and customer attrition rates.
The following unaudited pro forma information has been prepared as if the Merger of Berry had occurred as of July 1,
2023. The unaudited pro forma information combines the historical results of Amcor and Berry.
Years ended June 30,
($ in millions)
2025
2024
Net sales
$
23,242 $
23,321
Net income attributable to Amcor plc
$
843 $
669
Pro forma adjustments to income from continuing operations attributable to Amcor plc include the following:
•
interest expense for acquisition financing and the amortization of the fair value adjustment to debt assumed;
•
preliminary acquisition accounting adjustments, including amortization expense from the preliminary fair value
adjustments to acquired intangible assets and purchase accounting related inventory effects;
•
incremental share-based compensation expense associated with the Merger;
•
transaction expenses associated with the Merger; and
•
the associated tax related impacts of adjustments.
The pro forma results are not necessarily indicative of the actual results that would have occurred had the acquisition
been in effect for the periods presented, nor is it intended to be a projection of future results. For example, the pro forma results
do not include the expected synergies from the transactions, nor the related costs to achieve.
Year ended June 30, 2024
On September 27, 2023, the Company completed the acquisition of a small manufacturer of flexible packaging for
food, home care, and personal care applications in India for a purchase consideration of $14 million plus the assumption of debt
of $10 million. The acquisition is part of the Company's Global Flexible Packaging Solutions reportable segment and resulted
in the recognition of goodwill of $12 million. Goodwill is not deductible for tax purposes.
Year ended June 30, 2023
On August 1, 2022, the Company completed the acquisition of 100% equity interest in a Czech Republic company that
operates a world-class flexible packaging manufacturing plant. The purchase consideration of $59 million included a deferred
portion of $5 million that was paid in the first quarter of fiscal year 2024. The acquisition is part of the Company's Global
Flexible Packaging Solutions reportable segment and resulted in the recognition of acquired identifiable net assets of
$36 million and goodwill of $23 million. Goodwill is not deductible for tax purposes.
On March 17, 2023, the Company completed the acquisition of 100% equity interest in a medical device packaging
manufacturing site in Shanghai, China. The purchase consideration of $61 million included 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 Global Flexible Packaging Solutions reportable segment and
resulted in the recognition of acquired identifiable net assets of $21 million and goodwill of $40 million. Goodwill is not
deductible for tax purposes.
On May 31, 2023, the Company completed the acquisition of a New Zealand based leading manufacturer of state-of-
the-art, automated protein packaging machines. The purchase consideration of $45 million was subject to customary post-
closing adjustments. The consideration included contingent consideration of $13 million, to be earned and paid in cash over the
68
85
Annual Report FY25
two years following the acquisition date, subject to meeting certain performance targets. The acquisition is part of the
Company's Global Flexible Packaging Solutions reportable segment and resulted in the recognition of acquired identifiable net
assets of $21 million and goodwill of $24 million. Goodwill is deductible for tax purposes.
The fair value estimates for all four acquisitions in fiscal years 2024 and 2023 were based on income, market, and cost
valuation methods. Pro forma information related to these acquisitions has not been presented, as the effect of the acquisitions
on the Company's consolidated financial statements was not material. The fair values of the identifiable net assets acquired and
goodwill are based on the Company's best estimates using information available as of the respective acquisition date.
Divestitures
Year ended June 30, 2025
On November 25, 2024, the Company completed the sale of a non-core business in France in the Global Flexible
Packaging Solutions reportable segment, recording a pre-tax net loss on sale of $7 million which includes a $4 million
impairment charge recorded in the first quarter of fiscal year 2025. The loss has been recorded as Other income/(expenses), net,
within the consolidated statements of income.
On December 27, 2024, the Company completed the sale of its 50% equity interest in the Bericap North America
closures business ("Bericap"), which was fully consolidated under the Global Rigid Packaging Solutions reportable segment,
for cash consideration of $123 million. The sale resulted in a pre-tax net gain of $15 million which was recorded as Other
income/(expenses), net, within the consolidated statements of income. The proceeds from the sale were used to reduce the
Company's debt.
Year ended June 30, 2023
On December 23, 2022, the Company completed the sale of its three manufacturing facilities in Russia ("Russian
business") after receiving all necessary regulatory approvals and cash proceeds, including receipt of closing cash balances. The
sale followed the Company’s previously announced plan to pursue the orderly sale of its Russian business. The total net cash
consideration received, excluding disposed cash and items settled net, was $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, transaction and integration expenses, net within the 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 $73 million, primarily attributed to foreign currency translation
adjustments.
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Annual Report FY25
Note 5 - Restructuring, Transaction, and Integration Expenses, Net
Restructuring, transaction and integration expenses, net as reported on the consolidated statements of income are
summarized as follows:
Years ended June 30,
($ in millions)
2025
2024
2023
Gain on disposal of Russian business, net
$
— $
— $
215
Restructuring and other related expenses, net
(64)
(97)
(111)
Transaction and integration costs
(202)
—
—
Accelerated merger-related compensation
(41)
—
—
Restructuring, transaction and integration expenses, net
$
(307) $
(97) $
104
A pre-tax net gain on disposal of the Company's Russian business of $215 million was recognized during fiscal year
2023. The carrying value of the Russian business had previously been impaired by $90 million in the fourth quarter of fiscal
year 2022, following the Company's approved plan to sell its Russian business. For further information, refer to Note 4,
"Acquisitions and Divestitures".
Refer to Note 6, "Restructuring," for information on restructuring and other related expenses, net. Other asset
impairment expenses in the last three fiscal years were not material and were primarily reported in restructuring and related
expenses, net.
Transaction and integration costs include advisory services, financing-related, legal, and other costs associated with the
Merger. Refer to Note 4, "Acquisitions and Divestitures".
Accelerated merger-related compensation primarily includes additional share-based compensation expense incurred in
connection with the Merger. Refer to Note 18, "Share-based Compensation".
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Annual Report FY25
Note 6 - Restructuring
Restructuring and related expenses, net were $64 million, $97 million, and $111 million, for the fiscal years ended
June 30, 2025, 2024, and 2023, respectively. The net expenses related to restructuring activities have been presented on the
consolidated statements of income as part of restructuring, transaction and integration expenses, net. The Company's
restructuring activities for the fiscal years ended June 30, 2025, 2024, and 2023 were primarily comprised of restructuring
activities related to the 2023 Restructuring Plan (as defined below).
Restructuring related expenses are directly attributable to restructuring activities; however, they do not qualify for
special accounting treatment as exit or disposal activities. The Company believes the disclosure of restructuring related costs
provides more information on its restructuring activities.
Berry Plan
In connection with the Merger with Berry, the Company initiated restructuring and integration activities in the fourth
quarter of fiscal year 2025 ("Berry Plan") aimed at integrating the combined organization. As previously announced, the total
Berry Plan pre-tax cash cost is estimated at $280 million, net, including restructuring activities and general integration
expenses. The Berry Plan relates to both the Global Flexible Packaging Solutions and Global Rigid Packaging Solutions
reportable segments and Corporate, and is expected to be completed by the end of fiscal year 2028.
The Company incurred $14 million in restructuring activities in the fourth quarter of fiscal year 2025 associated with
the Berry Plan, related to employee expenses in the Global Flexible Packaging Solutions reportable segment. The Company
also incurred $33 million in integration activities in fiscal year 2025 in both the Global Flexible Packaging Solutions and
Global Rigid Packaging Solutions reportable segments and Corporate. To date, the Berry Plan has resulted in approximately
$3 million of restructuring cash outflows.
2023 Restructuring Plan
On February 7, 2023, the Company announced that it would allocate approximately $110 million to $130 million of
the sale proceeds from the Russian business to various cost saving initiatives to partly offset divested earnings from the Russian
business (the "2023 Restructuring Plan" or the "Plan"). The expenditures associated with this Plan were completed as of June
30, 2025, with Plan cash and non-cash net expenses of $225 million, of which $104 million relates to employee related
expenses, $33 million to fixed asset related expenses (net of gains on asset disposals), $57 million to other restructuring
expenses, and $31 million to restructuring related expenses. The Plan has resulted in cumulative net cash outflows of
approximately $114 million as of June 30, 2025, with total net cash expenditures of approximately $28 million remaining. The
increase in net cash spend over the original Plan is primarily the result of a pause in asset sales included in the Plan given the
Merger with Berry. The Plan included both the Global Flexible Packaging Solutions and Global Rigid Packaging Solutions
reportable segments, with $199 million incurred in the Global Flexible Packaging Solutions Segment and $26 million incurred
in the Global Rigid Packaging Solutions Segment.
The restructuring related costs relate primarily to the closure of facilities and include startup and training costs after
relocation of equipment, and other costs incidental to the Plan.
Other Restructuring Plans
During fiscal year 2025, the Company recorded $6 million in restructuring and related expenses classified within Other
Restructuring Plans of which $2 million related to employee related expenses, $1 million related to other restructuring
expenses, and $3 million related to restructuring related expenses. During fiscal year 2024, the Company recorded $10 million
in restructuring and related expenses classified within Other Restructuring Plans of which $1 million related to employee
related expenses, $2 million to fixed asset related expenses, $3 million to other restructuring expenses, and $4 million to
restructuring related expenses. During fiscal year 2023, the Company recorded $17 million in restructuring and related expenses
classified within Other Restructuring Plans of which $3 million related to employee related expenses, $5 million to fixed asset
related expenses, $5 million to other restructuring expenses, and $4 million to restructuring related expenses.
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Annual Report FY25
Consolidated Restructuring Plans
The total expenses incurred from the beginning of the Company's Berry Plan, 2023 Restructuring Plan, and Other
Restructuring Plans are as follows:
($ in millions)
Berry Plan
2023
Restructuring
Plan (1)
Other
Restructuring
Plans (2)
Total
Restructuring
and Related
Expenses, Net
Fiscal year 2023
—
94
17
111
Fiscal year 2024
—
87
10
97
Fiscal year 2025
14
44
6
64
Net expenses incurred
$
14 $
225 $
33 $
272
(1)
Includes restructuring related costs of $10 million, $15 million and $6 million for fiscal years 2025, 2024 and 2023, respectively. In
fiscal years 2025, 2024, and 2023, respectively, $43 million, $69 million and $86 million of restructuring and related expenses, net,
were incurred in the Global Flexible Packaging Solutions reportable segment and $1 million, $18 million, and $8 million in the
Global Rigid Packaging Solutions reportable segment.
(2)
Includes restructuring related costs of $3 million, $4 million and $4 million in for fiscal years 2025, 2024, and 2023, respectively.
An analysis of the restructuring expenses by type incurred follows:
Years ended June 30,
($ in millions)
2025
2024
2023
Employee related expenses
$
38 $
18 $
68
Fixed asset related expenses, net (1)
2
20
18
Other expenses
11
40
15
Total restructuring expenses, net
$
51 $
78 $
101
(1) Fiscal year includes a net gain on disposal of $2 million. Fiscal year 2024 includes a net gain on disposal of properties of $6 million.
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Annual Report FY25
An analysis of the Company's restructuring plan liability, not including restructuring related liabilities, is as follows:
($ in millions)
Employee
Costs
Fixed Asset
Related Costs
Other Costs
Total
Restructuring
Costs
Liability balance at June 30, 2022
$
97 $
3 $
18 $
118
Net charges to earnings
68
18
15
101
Cash (paid)/received, net
(42)
—
(13)
(55)
Non-cash and other
—
(18)
—
(18)
Foreign currency translation
3
—
1
4
Liability balance at June 30, 2023
126
3
21
150
Net charges to earnings
18
26
40
84
Additions through business acquisition
—
—
—
—
Cash paid
(61)
—
(42)
(103)
Non-cash and other
—
(26)
—
(26)
Foreign currency translation
(3)
—
—
(3)
Liability balance at June 30, 2024
80
3
19
102
Net charges to earnings
38
5
11
54
Additions through business acquisition
10
—
—
10
Cash paid
(34)
(4)
(25)
(63)
Non-cash and other
(2)
(4)
2
(4)
Foreign currency translation
5
—
1
6
Liability balance at June 30, 2025
$
97 $
— $
8 $
105
The table above includes liabilities arising from the 2023 Restructuring Plan, Berry Plan and Other Restructuring
Plans. The majority of the accruals related to restructuring activities have been recorded on the consolidated balance sheets
under other current liabilities.
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Annual Report FY25
Note 7 - Supply Chain Financing Arrangements
The Company facilitates several regional voluntary supply chain financing ("SCF") programs with financial
institutions, all of which have similar characteristics. The Company establishes these SCF programs to provide its suppliers
with a potential source of liquidity and to enable a more efficient payment process. Under these SCF programs, qualifying
suppliers may elect, but are not obligated, to sell their receivables due from Amcor to these financial institutions in advance of
the agreed payment due date. The Company is not involved in negotiations between the suppliers and the financial institutions,
and its rights and obligations to its suppliers are not impacted by its suppliers’ decisions to sell amounts to the financial
institutions. Under these SCF programs, the Company agrees to pay the financial institution the stated invoice amounts from its
participating suppliers on the original maturity dates of the invoices. The range of payment terms negotiated with suppliers
under these arrangements are consistent with industry norms and short-term in nature, regardless of whether a supplier
participates in the program. The Company's SCF programs do not include any guarantees to the financial institutions, or any
assets pledged as securities.
All outstanding amounts related to suppliers participating in the SCF programs are reflected in trade payables in the
Company’s consolidated balance sheets, and associated payments are included in operating activities within the Company’s
consolidated statements of cash flows. The following table illustrates the activity and the outstanding payment obligations
under the Company's programs.
($ in millions)
Total Payment Obligations
Liability balance at June 30, 2024
$
1,051
Invoices confirmed during the year
2,372
Confirmed invoices paid during the year
(2,553)
Impact of foreign currency
31
Liability balance at June 30, 2025
$
901
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Annual Report FY25
Note 8 - Equity Method and Other Investments
As of June 30, 2025 and 2024, the Company has investments of $100 million and $87 million, respectively, in multiple
equity and other investments. All of the investments are individually immaterial, with the Company's largest equity investment
of $37 million and $38 million as of June 30, 2025 and 2024, respectively, in ePac Holdings, LLC ("ePac") representing an
ownership of 21.1% and 21.5%, respectively. The Company's investment in ePac has been accounted for under the equity
method since fiscal year 2023. All investments are included in other non-current assets in the Company's consolidated balance
sheets. The Company accounts for its share in ePac's net result in equity in income/(loss) of affiliated companies, net of tax in
the consolidated statements of income, with a three month lag due to the availability of financial information.
The Company received no dividends from its equity method investments in the fiscal years ended June 30, 2025, 2024,
and 2023.
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Annual Report FY25
Note 9 - Property, Plant, and Equipment, Net
The components of property, plant, and equipment, net, were as follows:
($ in millions)
June 30, 2025
June 30, 2024
Land and land improvements
$
590 $
196
Buildings and improvements
2,414
1,424
Plant and equipment
9,735
6,358
Total property, plant, and equipment
12,739
7,978
Accumulated depreciation
(4,508)
(4,178)
Accumulated impairment
(29)
(37)
Total property, plant, and equipment, net
$
8,202 $
3,763
Depreciation expense amounted to $453 million, $402 million, and $395 million for fiscal years 2025, 2024, and 2023,
respectively. Amortization of assets under finance leases is included in depreciation expense.
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Annual Report FY25
Note 10 - Goodwill and Other Intangible Assets
Changes in the carrying amount of goodwill attributable to each reportable segment were as follows:
($ in millions)
Global Flexible
Packaging
Solutions
Segment
Global Rigid
Packaging
Solutions
Segment
Total
Balance as of June 30, 2023
$
4,391 $
975 $
5,366
Acquisitions and acquisition adjustments (1)
1
—
1
Disposals (1)
—
—
—
Foreign currency translation
(19)
(3)
(22)
Balance as of June 30, 2024
4,373
972
5,345
Acquisitions and acquisition adjustments (1)
1,657
4,202
5,859
Disposals (1)
(1)
(30)
(31)
Foreign currency translation
57
46
103
Balance as of June 30, 2025
$
6,086 $
5,190 $
11,276
(1) Acquisitions and acquisition adjustments and disposals are detailed in Note 4, "Acquisitions and Divestitures."
Other Intangible Assets, Net
Other intangible assets, net were comprised of the following:
June 30, 2025
($ in millions)
Gross Carrying
Amount
Accumulated
Amortization and
Impairment (1)
Net Carrying
Amount
Customer relationships
$
7,530 $
(1,020) $
6,510
Computer software
316
(214)
102
Other
1,079
(288)
791
Total other intangible assets
$
8,925 $
(1,522) $
7,403
June 30, 2024
($ in millions)
Gross Carrying
Amount
Accumulated
Amortization and
Impairment (1)
Net Carrying
Amount
Customer relationships
$
1,999 $
(791) $
1,208
Computer software
272
(182)
90
Other (2)
334
(241)
93
Total other intangible assets
$
2,605 $
(1,214) $
1,391
(1)
Accumulated amortization and impairment as of June 30, 2025, and 2024, included $39 million and $34 million, respectively, of
accumulated impairment in the Other category. In addition, June 30, 2025, and 2024 included $13 million and $5 million,
respectively, of accumulated impairment in the Computer software category.
(2)
As of June 30, 2024, Other included $17 million of acquired intellectual property assets not yet being amortized as the related R&D
projects have not yet been completed.
Amortization expenses for intangible assets were $263 million, $181 million, and $174 million during the fiscal years
2025, 2024, and 2023, respectively. Amortization expense on intangible assets acquired in business combinations is recorded
within amortization of acquired intangible assets in the consolidated statements of the income. The remaining amortization is
recorded within selling, general, and administrative expenses in the consolidated statements of income. During the fiscal year
2025, the Company recorded an impairment charge of $7 million in the Computer software category. In fiscal years 2024 and
2023 there were no impairment charges recorded on intangible assets.
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Annual Report FY25
Estimated future amortization expense for intangible assets is as follows:
($ in millions)
Amortization
Fiscal year 2026
$
705
Fiscal year 2027
689
Fiscal year 2028
687
Fiscal year 2029
681
Fiscal year 2030
676
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Annual Report FY25
Note 11 - 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. At June 30, 2025, and 2024, the carrying value of these financial
instruments, excluding long-term debt, approximated fair value because of the short-term nature of these instruments.
Fair value disclosures are classified based on the fair value hierarchy. See Note 2, "Significant Accounting Policies,"
for information about the Company's fair value hierarchy.
The carrying value of long-term debt with variable interest rates approximates its fair value. The fair value of the
Company's long-term debt with fixed interest rates is based on market prices, if available, or expected future cash flows
discounted at the current interest rate for financial liabilities with similar risk profiles.
The carrying values and estimated fair values of long-term debt with fixed interest rates (excluding the fair value of
designated receive-fixed, pay-variable rate swaps) were as follows:
June 30, 2025
June 30, 2024
Carrying
Value
Fair Value
Carrying
Value
Fair Value
($ in millions)
(Level 2)
(Level 2)
Total long-term debt with fixed interest rates (excluding
commercial paper (1) and finance leases)
$
12,174 $
12,213 $
5,141 $
4,973
(1)
On June 30, 2025, the Company' interest rate swap contracts outstanding for a total notional amount of commercial paper of
$400 million matured. These contracts were considered to be economic hedges and the related $1.7 billion notional amount of
commercial paper was also excluded from the total long-term debt.
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
Additionally, the Company measures and records certain assets and liabilities, including derivative instruments and
contingent purchase consideration liabilities, at fair value. The following tables summarize the fair values of these instruments,
which are measured at fair value on a recurring basis, by level, within the fair value hierarchy:
June 30, 2025
($ in millions)
Level 1
Level 2
Level 3
Total
Assets
Commodity contracts
$
— $
1 $
— $
1
Forward exchange contracts
—
6
—
6
Total assets measured at fair value
$
— $
7 $
— $
7
Liabilities
Contingent purchase consideration liabilities
$
— $
— $
20 $
20
Commodity contracts
—
3
—
3
Forward exchange contracts
—
5
—
5
Interest rate swaps
—
63
—
63
Cross currency swaps
—
497
—
497
Total liabilities measured at fair value
$
— $
568 $
20 $
588
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Annual Report FY25
June 30, 2024
($ in millions)
Level 1
Level 2
Level 3
Total
Assets
Commodity contracts
$
— $
2 $
— $
2
Forward exchange contracts
$
— $
2 $
— $
2
Total assets measured at fair value
$
— $
4 $
— $
4
Liabilities
Contingent purchase consideration liabilities
$
— $
— $
36 $
36
Commodity contracts
—
1
—
1
Forward exchange contracts
—
4
—
4
Interest rate swaps
—
92
—
92
Cross currency swaps
—
16
—
16
Total liabilities measured at fair value
$
— $
113 $
36 $
149
The fair value of the commodity contracts was determined using a discounted cash flow analysis based on the terms of
the contracts and observed market forward prices discounted at a currency specific rate. Forward exchange contract fair values
were determined based on quoted prices for similar assets and liabilities in active markets using inputs such as currency rates
and forward points. The fair value of the interest rate swaps was determined using a discounted cash flow method based on
market-based swap yield curves, taking into account current interest rates. The fair value of the cross currency swaps was
determined using a discounted cash flow method based on market-observed currency rates, forward points, and swap yield
curves, adjusted for current interest rates in the respective currencies.
Contingent purchase consideration liabilities arise from business acquisitions and other investments. As of June 30,
2025, the Company had contingent purchase consideration liabilities of $20 million, consisting of $8 million of contingent
purchase consideration predominantly relating to fiscal year 2023 acquisitions (refer to Note 5, "Acquisitions and Divestitures")
and a $12 million liability that is contingent on future royalty income generated by Discma AG, a subsidiary acquired in March
2017. The fair values of the contingent purchase consideration liabilities were determined for each arrangement individually.
The fair values were determined using an income approach with significant inputs that are not observable in the market. Key
assumptions include the selection of discount rates consistent with the level of risk of achievement and probability-adjusted
financial projections. The expected outcomes are recorded at net present value, which require adjustment over the life for
changes in risks and probabilities. Changes arising from modifications in forecasts related to contingent consideration are not
expected to be material.
The fair value of contingent purchase consideration liabilities is included in other current liabilities and other non-
current liabilities in the consolidated balance sheets.
The following table sets forth a summary of changes in the value of the Company's Level 3 financial liabilities:
June 30,
($ in millions)
2025
2024
Fair value at the beginning of the year
$
36 $
46
Additions due to acquisitions
—
1
Change in fair value of Level 3 liabilities
(2)
(9)
Payments
(16)
(2)
Foreign currency translation
2
—
Fair value at the end of the year
$
20 $
36
Assets and Liabilities Measured and Recorded at Fair Value on a Nonrecurring Basis
In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain
assets at fair value on a nonrecurring basis, generally when events or changes in circumstances indicate the carrying value may
not be recoverable, or when they are deemed to be other than temporarily impaired. These assets include goodwill and other
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97
Annual Report FY25
intangible assets, equity method and other investments, long-lived assets and disposal groups held for sale, and other long-lived
assets. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges or as a result of
charges to remeasure assets classified as held for sale to fair value less costs to sell. The fair values of these assets are
determined, when applicable, based on valuation techniques using the best information available, and may include quoted
market prices, market comparables, and discounted cash flow projections. These nonrecurring fair value measurements are
considered to be Level 3 in the fair value hierarchy.
During the fiscal year ended June 30, 2025, the Company recorded an impairment charge of $4 million within the
Global Flexible Packaging Solutions reportable segment, to adjust the carrying value of the net assets of $11 million that were
held for sale to their estimated fair value less cost to sell. The Company completed the sale of these non-core assets in the three
months ended December 31, 2024. Refer to Note 4, "Acquisitions and Disposals". During the fiscal years ended June 30, 2025
and June 30, 2024, there were no impairment charges recorded on indefinite-lived intangibles, including goodwill.
Refer to Note 4, "Acquisitions and Divestitures" for further information about the preliminary estimated acquisition
date fair values of the identifiable assets acquired and liabilities assumed in the Merger.
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Annual Report FY25
Note 12 - Derivative Instruments
The Company periodically uses derivatives and other financial instruments to hedge exposures to interest rates,
commodity prices, and currency risks. The Company does not hold or issue derivative instruments for speculative or trading
purposes. For hedges that meet hedge accounting criteria, the Company, at inception, formally designates and documents the
instruments as a fair value hedge or a cash flow hedge of a specific underlying exposure. On an ongoing basis, the Company
assesses and documents that its designated hedges have been and are expected to continue to be highly effective.
Interest Rate Risk
The Company's policy is to manage exposure to interest rate risk by maintaining a mixture of fixed-rate and variable-
rate debt, monitoring global interest rates, and, where appropriate, hedging floating interest rate exposure or debt at fixed
interest rates through various interest rate derivative instruments, including, but not limited to, interest rate swaps, 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 consolidated statements of income in
other income/(expenses), net.
On August 5, 2024, the Company entered into an interest rate swap contract for a notional amount of $500 million,
which was subsequently downsized to $400 million notional on November 4, 2024. Under the terms of the contract, the
Company pays a fixed rate of interest of 4.30% and receives a variable rate of interest, based on compound overnight Secured
Overnight Financing Rate ("SOFR"), effective from August 12, 2024, through June 30, 2025, with monthly settlements
commencing on September 1, 2024. The interest rate swap contract serves as an economic hedge of the SOFR component of the
Company's commercial paper issuances. As of June 30, 2025, this $400 million receive-variable/pay-fixed swap matured, and
the Company had no other receive-variable/pay-fixed interest rate swaps outstanding. As of June 30, 2024, the Company had no
receive-variable/pay-fixed interest rate swaps outstanding. The Company did not apply hedge accounting on these economic
hedging instruments.
As of June 30, 2025, and 2024, the total notional amount of the Company's receive-fixed, pay-variable interest rate
swaps was $650 million.
Foreign Currency Risk
The Company manufactures and sells its products and finances operations in a number of countries throughout the
world and, as a result, is exposed to movements in foreign currency exchange rates. The purpose of the Company's foreign
currency hedging program is to manage the volatility associated with the changes in exchange rates. To manage this exchange
rate risk, the Company utilizes forward contracts and cross currency swaps.
Forward 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 consolidated statements of income.
As of June 30, 2025, and 2024, the notional amount of the outstanding forward contracts was $0.6 billion.
In May 2024, the Company entered into cross currency swap contracts for a total notional amount of $500 million.
Under the terms of the contracts, the Company U.S. dollar swapped the notional and periodic interest payments to Swiss francs
to manage foreign currency risk. The Company receives a fixed U.S. dollar rate of interest of 5.450% and pays a fixed
weighted-average Swiss franc rate of interest of 2.218%. The Company has designated these cross currency swap contracts as a
fair value hedge of its $500 million notes and recognizes the components excluded from the hedging relationship in
accumulated other comprehensive loss ("AOCI") and reclassifies into earnings through the accrual of the periodic interest
settlements on the swaps.
82
99
Annual Report FY25
Upon completion of the Merger, the Company assumed legacy Berry cross currency swaps. At acquisition date, certain
of these swaps were designated as net investment hedges of both euro and pound sterling foreign operations. The Company
designated notional amounts of €925 million and £700 million (pound sterling) swaps as net investment hedges, with the
effective movements in fair value of the swaps being recognized in AOCI. In addition, the Company had an outstanding long-
term debt of €375 million that was designated as a hedge of the Company's net investment in certain euro-denominated foreign
subsidiaries. The Company also assumed an additional notional amount of €700 million cross currency swaps as a result of the
Merger which are used as an economic hedge to certain foreign intercompany loans. The swaps all mature on June 15, 2026.
At June 30, 2025 and 2024, the Company had cross currency swaps with a notional amount of $3.0 billion and $500
million, respectively, outstanding.
Commodity Risk
Certain raw materials used in the Company's production processes are subject to price volatility caused by weather,
supply conditions, political and economic variables, including tariffs, and other unpredictable factors. The Company's policy is
to minimize exposure to price volatility by passing through the commodity price risk to customers, including through the use of
fixed price swaps.
In some cases, the Company purchases, on behalf of customers, fixed price commodity swaps to offset the exposure of
price volatility on the underlying sales contracts. These instruments are cash closed out on maturity and the related cost or
benefit is passed through to customers. Information about commodity price exposure is derived from supply forecasts submitted
by customers and these exposures are hedged by central treasury units. Changes in the fair value of commodity hedges are
recognized in AOCI. The cumulative amount of the hedge is recognized in the consolidated statements of income when the
forecasted transaction is realized.
The Company had the following outstanding commodity contracts to hedge forecasted purchases:
June 30, 2025
June 30, 2024
Commodity
Volume
Volume
Aluminum
29,354 tons
10,673 tons
PET resin
5,840,909 lbs.
27,916,666 lbs.
83
100
Annual Report FY25
The following table provides the location of derivative instruments in the consolidated balance sheets:
($ in millions)
Balance Sheet Location
June 30, 2025
June 30, 2024
Assets
Derivatives in cash flow hedging relationships:
Commodity contracts
Other current assets
$
1 $
2
Forward exchange contracts
Other current assets
6
2
Total current derivative contracts
7
4
Total non-current derivative contracts
—
—
Total derivative asset contracts
$
7 $
4
Liabilities
Derivatives in cash flow hedging relationships:
Commodity contracts
Other current liabilities
$
3 $
1
Forward exchange contracts
Other current liabilities
4
3
Derivatives in net investment hedge relationships:
Cross currency swaps
Other current liabilities
294
—
Derivatives not designated as hedging instruments:
Forward exchange contracts
Other current liabilities
1
1
Cross currency swaps
Other current liabilities
114
—
Total current derivative contracts
416
5
Derivatives in fair value hedging relationships:
Interest rate swaps
Other non-current liabilities
63
92
Cross currency swaps
Other non-current liabilities
89
16
Total non-current derivative contracts
152
108
Total derivative liability contracts
$
568 $
113
Certain derivative financial instruments are subject to 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 consolidated balance sheets.
84
101
Annual Report FY25
The following tables provide the effects of derivative instruments on AOCI and in the consolidated statements of
income:
Location of Gain /
(Loss) Reclassified
from AOCI into
Income
Gain / (Loss) Reclassified from AOCI
into Income (Effective Portion)
Years ended June 30,
($ in millions)
2025
2024
2023
Derivatives in cash flow hedging relationships:
Commodity contracts
Cost of sales
$
1 $
(2) $
2
Forward exchange contracts
Net sales
1
1
(2)
Treasury locks
Interest expense
(3)
(3)
(3)
Total
$
(1) $
(4) $
(3)
Location of Gain /
(Loss) Recognized
in the Consolidated
Income Statements
Gain / (Loss) Recognized in Income for
Derivatives not Designated as Hedging
Instruments
Years ended June 30,
($ in millions)
2025
2024
2023
Derivatives not designated as hedging instruments:
Forward exchange contracts
Other income/
(expenses), net
$
(2) $
15 $
(7)
Interest rate swaps
Other income/
(expenses), net
—
(16)
16
Cross currency swaps
Other income/
(expenses), net
(22)
—
—
Total
$
(24) $
(1) $
9
Location of Gain /
(Loss) Recognized
in the Consolidated
Income Statements
Gain / (Loss) Recognized in Income for
Derivatives in Fair Value Hedging
Relationships
Years ended June 30,
($ in millions)
2025
2024
2023
Derivatives in fair value hedging relationships:
Interest rate swaps
Interest expense
$
29 $
4 $
(27)
Cross currency swaps (1)
Interest expense
16
2
—
Cross currency swaps
Other income/
(expenses), net
(55)
(8)
—
Total
$
(10) $
(2) $
(27)
(1)
Represents the gains for amounts excluded from the effectiveness testing.
85
102
Annual Report FY25
The changes in AOCI for effective derivatives were as follows:
Years ended June 30,
($ in millions)
2025
2024
2023
Amounts reclassified into earnings:
Commodity contracts
$
(1) $
2 $
(2)
Forward exchange contracts
(1)
(1)
2
Treasury locks
3
3
3
Fair value gains / (losses):
Commodity contracts
2
1
(2)
Forward exchange contracts
(2)
1
(3)
Cross currency swaps
(75)
(10)
—
Tax effect
17
(1)
1
Total
$
(57) $
(5) $
(1)
86
103
Annual Report FY25
Note 13 - Defined Benefit Plans
The Company sponsors both funded and unfunded defined benefit pension plans that include statutory and mandated
benefit provision in various countries as well as voluntary plans. Voluntary plans are generally closed to new joiners. The
Company’s principal defined benefit plans are in the United States, Switzerland, United Kingdom, and Germany. The United
States plans are closed to new entrants and mostly closed to future accruals, and are funded. The Swiss principal plan is open to
new entrants, and is funded. The United Kingdom benefit plans are closed to new entrants and mostly closed to future accruals,
and are funded. The German principal plans are closed to new entrants and mostly closed to future accruals, and are unfunded.
During the second quarter of fiscal year 2025, payments were made to certain eligible active and terminated vested
participants, in one of the Company's closed principal funded defined benefit plans in the United States, who opted to receive a
lump-sum payment. The settlement reduced both the projected benefit obligation and fair value of plan assets of the plan by
$27 million and resulted in a non-cash settlement charge of approximately $2 million.
During the fourth quarter of fiscal year 2025, the Company contracted with Fidelity & Guaranty Life Insurance
Company on a retiree annuity purchase program and transferred $110 million of its pension plan assets and related benefit
obligations related to two principal defined benefit plans in the United States. This transaction necessitated a remeasurement of
the pension plan assets and obligations and resulted in a non-cash settlement charge of approximately $7 million.
In July 2025, the Trustee of the Amcor Holding 2023 UK Pension Plan purchased bulk annuities with Rothesay Life
Plc (“Rothesay”) to insure benefits for a subgroup of members’ within the plan. Benefits payable to all members are now
covered by an insurance policy with Rothesay or by an insurance policy with Aviva (purchased in 2017). The bulk annuity
contracts are held as assets of the relevant section of the Plan.
Net periodic benefit cost for benefit plans includes the following components:
Years ended June 30,
($ in millions)
2025
2024
2023
Service cost
$
19 $
18 $
13
Interest cost
58
50
49
Expected return on plan assets
(61)
(57)
(55)
Amortization of net loss
7
3
2
Amortization of prior service credit
(3)
(4)
(3)
Curtailment credit
—
(1)
—
Settlement costs
12
3
5
Net periodic benefit cost
$
32 $
12 $
11
87
104
Annual Report FY25
Changes in benefit obligations and plan assets were as follows:
($ in millions)
June 30, 2025
June 30, 2024
Change in benefit obligation:
Benefit obligation at the beginning of the year
$
1,227 $
1,224
Service cost
19
18
Interest cost
58
50
Participant contributions
6
6
Actuarial (gain)/loss
(31)
19
Plan curtailments
—
(1)
Settlements
(157)
(19)
Benefits paid
(77)
(61)
Administrative expenses
(5)
(6)
Plan amendments
—
1
Acquisitions and divestitures
860
—
Foreign currency translation
88
(4)
Benefit obligation at the end of the year
$
1,988 $
1,227
Accumulated benefit obligation at the end of the year
$
1,942 $
1,191
Change in plan assets:
Fair value of plan assets at the beginning of the year
$
1,033 $
1,061
Actual return on plan assets
17
19
Employer contributions
51
36
Participant contributions
6
6
Benefits paid
(77)
(61)
Settlements
(157)
(19)
Administrative expenses
(5)
(6)
Acquisitions and divestitures
739
—
Other
—
(2)
Foreign currency translation
77
(1)
Fair value of plan assets at the end of the year
$
1,684 $
1,033
Funded status at the end of the year
$
(304) $
(194)
The Merger resulted in an increase of the net liability by $123 million at April 30, 2025, partially offset by a decrease
of approximately $2 million relating to the divestiture of Bericap and a non-core business. Actuarial gains resulting in a
decrease of the benefit obligation were primarily due to the increase in discount rates for most plans in the UK, US, and certain
plans in the European Union. The weighted-average increase in discount rates for the Company's pension plans was 0.5% for
the fiscal year ended June 30, 2025 and a weighted-average decrease of (0.1)% for the fiscal year ended June 30, 2024. Further
liability assumption gains were caused by lower inflation assumptions in the United Kingdom, European Union, and
Switzerland in fiscal year 2025.
The following table provides information for defined benefit plans with a projected benefit obligation in excess of plan
assets:
($ in millions)
June 30, 2025
June 30, 2024
Projected benefit obligation
$
1,298 $
808
Fair value of plan assets
934
580
88
105
Annual Report FY25
The following table provides information for defined benefit plans with an accumulated benefit obligation in excess of
plan assets:
($ in millions)
June 30, 2025
June 30, 2024
Accumulated benefit obligation
$
1,261 $
786
Fair value of plan assets
920
574
The following table provides information as to how the funded status is recognized in the consolidated balance sheets:
($ in millions)
June 30, 2025
June 30, 2024
Non-current assets - Employee benefit assets
$
60 $
34
Current liabilities - Other current liabilities
(12)
(11)
Non-current liabilities - Employee benefit obligations
(352)
(217)
Funded status
$
(304) $
(194)
Amounts recognized in other comprehensive (income)/loss are as follows:
Years ended June 30,
($ in millions)
2025
2024
2023
Changes in plan assets and benefit obligations recognized in other
comprehensive (income)/loss:
Net actuarial loss occurring during the year
$
12 $
57 $
65
Net prior service loss/(gain) occurring during the year
1
1
(4)
Amortization of actuarial loss
(7)
(3)
(2)
Gain recognized due to settlement/curtailment
(12)
(2)
(4)
Amortization of prior service credit
3
4
3
Foreign currency translation
—
—
3
Tax effect
1
(12)
(11)
Total recognized in other comprehensive (income)/loss
$
(2) $
45 $
50
Amounts in AOCI that have not yet been recognized as net periodic benefit cost are as follows:
June 30,
($ in millions)
2025
2024
2023
Net prior service credit
$
(11) $
(13) $
(17)
Net actuarial loss
192
181
128
Accumulated other comprehensive loss at the end of the year
$
181 $
168 $
111
Weighted-average assumptions used to determine benefit obligations were:
June 30,
2025
2024
2023
Discount rate
4.7 %
4.2 %
4.3 %
Rate of compensation increase
1.9 %
1.9 %
1.9 %
89
106
Annual Report FY25
Weighted-average assumptions used to determine net periodic benefit cost were:
Years ended June 30,
2025
2024
2023
Discount rate
4.2 %
4.3 %
3.8 %
Rate of compensation increase
1.9 %
1.9 %
2.3 %
Expected long-term rate of return on plan assets
5.2 %
5.5 %
4.4 %
Where funded, the Company and, in some countries, the employees make cash contributions into the pension funds. In
the case of unfunded plans, the Company is responsible for benefit payments as they fall due. Plan funding requirements are
generally determined by local regulation and/or best practice and differ between countries. The local statutory funding positions
are not necessarily consistent with the funded status disclosed on the consolidated balance sheets. For any funded plans in
deficit (as measured under local country guidelines), the Company agrees with the trustees and plan fiduciaries to undertake
suitable funding programs to provide additional contributions over time in accordance with local country requirements.
Contributions to the Company's defined benefit pension plans, not including unfunded plans, are expected to be $61 million
over the next fiscal year.
The following benefit payments for the succeeding five fiscal years and thereafter, which reflect expected future
service, as appropriate, are expected to be paid:
($ in millions)
2026
$
123
2027
124
2028
126
2029
130
2030
133
2030-2034
679
The ERISA Benefit Plan Committee in the United States, the Pension Plan Committee in Switzerland, and the Trustees
of the pension plans in the United Kingdom establish investment policies, investment strategies, allocation strategies, and
investment risk profiles for the Company's pension plan assets and are required to consult with the Company on changes to their
investment policy. The German plans are unfunded and liability management is the responsibility of the Board of Directors of
the sponsoring entities. A proportion of the German plan liabilities are indemnified under a Contractual Trust Agreement,
which is administered by an independent third party. In developing the expected long-term rate of return on plan assets at each
measurement date, the Company considers the plan assets' historical returns, asset allocations, and the anticipated future
economic environment and long-term performance of the asset classes. While appropriate consideration is given to recent and
historical investment performance, the assumption represents management's best estimate of the long-term prospective return.
The pension plan assets measured at fair value were as follows:
June 30, 2025
($ in millions)
Level 1
Level 2
Level 3
Total
Equity securities
$
133 $
124 $
— $
257
Debt securities
365
256
103
724
Real estate
8
87
54
149
Insurance contracts
—
—
308
308
Cash and cash equivalents
187
17
—
204
Other
7
27
8
42
Total
$
700 $
511 $
473 $
1,684
90
107
Annual Report FY25
June 30, 2024
($ in millions)
Level 1
Level 2
Level 3
Total
Equity securities
$
100 $
29 $
— $
129
Debt securities
104
251
—
355
Real estate
7
100
—
107
Insurance contracts
—
—
258
258
Cash and cash equivalents
140
11
—
151
Other
5
20
8
33
Total
$
356 $
411 $
266 $
1,033
Equity securities: Valued primarily at the closing prices reported in the active market in which the individual securities are
traded (Level 1); or based on significant observable inputs such as fund values provided by the independent fund administrators
(Level 2).
Debt securities: Consists of government and corporate debt securities, valued at the closing prices reported in the active market
in which the individual securities are traded (Level 1); or based on observable inputs such as fund values provided by
independent fund administrators, pricing of similar agency issues, reported trades, broker/dealer quotes, issuer spread, live
trading feeds from several vendors, and benchmark yields (Level 2); or based on a cashflow analysis of the discounted value of
the promised principal at maturity less an estimate of defaults (Level 3). Inputs may be prioritized differently at certain times
based on market conditions.
Real estate: Valued at the closing prices reported in the active market in which the individual securities are traded (Level 1); or
based on observable inputs such as fund values provided by independent fund administrators (Level 2); or based on independent
property valuations using the income approach, comparable sales, and market trends (Level 3).
Insurance contracts: Valued based on the present value of the underlying insured liabilities (Level 3).
Cash and cash equivalents: Consists of cash on deposit with brokers and short-term money market funds, shown net of
receivables and payables for securities traded at period end but not yet settled (Level 1) and cash indirectly held across
investment funds (Level 2). All cash and cash equivalents are stated at cost, which approximates fair value.
Other:
Level 1: Derivatives valued at the closing prices reported in the active market.
Level 2: Assets held in diversified growth funds, pooled funds, financing funds, and derivatives, where the values of
the assets are determined by the investment managers or other independent third parties, based on observable inputs.
Level 3: Indemnified plan assets and pooled funds (equity, credit, macro-orientated, multi-strategy, cash, and other).
The values of indemnified plan assets are determined based on the value of the liabilities that the assets cover. The
value of the pooled funds is calculated by the investment managers based on the net asset values of the underlying
portfolios.
The following table sets forth a summary of changes in the value of the Company's Level 3 plan assets:
($ in millions)
Balance as of June 30, 2024
$
266
Actual return on plan assets
(7)
Purchases, sales, and settlements
185
Transfer out of Level 3
(5)
Foreign currency translation
34
Balance as of June 30, 2025
$
473
91
108
Annual Report FY25
Note 14 - Debt
Long-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)
Maturities
Interest rates
2025
2024
Term debt
U.S. dollar notes, $500 million (2)
May 2025
4.00 % $
— $
500
First Priority Senior Secured Notes, $1,525
million (2)
Jan 2026
1.57 %
1,525
—
U.S. dollar notes, $600 million (2)
Apr 2026
3.63 %
600
600
First Priority Senior Secured Notes, $750 million
Jul 2026
4.88 %
750
—
U.S. dollar notes, $300 million
Sep 2026
3.10 %
300
300
U.S. dollar notes, $400 million
Jan 2027
1.65 %
400
—
Euro bonds, €375 million (3)
Jan 2027
1.50 %
439
—
Euro bonds, €500 million
Jun 2027
1.13 %
585
535
U.S. dollar notes, $725 million (1)
Mar 2028
4.80 %
725
—
U.S. dollar notes, $500 million
Apr 2028
5.50 %
500
—
U.S. dollar notes, $500 million (4)
May 2028
4.50 %
500
500
U.S. dollar notes, $500 million
May 2029
5.45 %
500
500
U.S. dollar notes, $725 million (1)
Mar 2030
5.10 %
725
—
U.S. dollar notes, $500 million
Jun 2030
2.63 %
500
500
U.S. dollar notes, $800 million (4)
May 2031
2.69 %
800
800
U.S. dollar notes, $800 million
Jun 2031
5.80 %
800
—
Euro notes, €500 million
May 2032
3.95 %
585
535
U.S. dollar notes, $500 million
May 2033
5.63 %
500
500
U.S. dollar notes, $800 million
Jan 2034
5.65 %
800
—
U.S. dollar notes, $750 million (1)
Mar 2035
5.50 %
750
—
Total term debt
$
12,284 $
5,270
Bank loans
$
23 $
25
Commercial paper (2)
1,702
1,386
Other loans
33
20
Finance lease obligations
56
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) $750 million principal
amount of 5.50% Guaranteed Senior Notes due March 2035. The Notes are senior unsecured obligations and are unconditionally
guaranteed on a senior unsecured basis by the Company and certain of its subsidiaries. The Company used the net proceeds from
the Notes to repay certain existing indebtedness of Berry in connection with the closing of the Merger.
(2)
Indicates debt which has been classified as long-term liabilities in accordance with the Company’s ability and intent to refinance
such obligations on a long-term basis.
(3)
The €375 million bond that was assumed as a result of the Merger is designated as a Net Investment Hedge.
(4)
Bonds linked to designated fair value interest rate hedging relationship. There is a corresponding fair value basis adjustment to the
carrying value of these bonds.
92
109
Annual Report FY25
(5)
Relates to fair value hedge basis adjustments relating to interest rate hedging.
The following table summarizes the contractual maturities of the Company's long-term debt, including current
maturities (excluding payments for finance leases) as of June 30, 2025, for the succeeding five fiscal years:
($ in millions)
2026
$
2,128
2027
2,478
2028
1,730
2029
501
2030 (1)
2,927
(1) Commercial paper is classified as maturing in 2030, supported by the 5-year syndicated facility, with two 12-month options
available to the Company to extend the maturity date.
Bank and other loans
In connection with the Merger (refer to Note 4, "Acquisitions and Divestitures"), the Company entered into a
commitment letter with lending institutions, dated as of November 19, 2024, to provide a 364-day senior unsecured bridge loan
facility (the "Bridge Facility") in an aggregate principal amount of up to $3.0 billion to fund the repayment of certain
outstanding debt of Berry upon the closing of the Merger, and the payment of fees and expenses related to the Merger. The
Company paid a commitment fee of $11 million on the Bridge Facility in the three months ended December 31, 2024. On
February 13, 2025, the Company voluntarily reduced the commitments under the Bridge Facility by $800 million to an
aggregate principal amount of $2.2 billion. On March 17, 2025, following the issuance of Notes (as defined above), the
commitment for the Bridge Facility was terminated and the balance of the unamortized commitment fee of $8 million was
expensed.
The Company has entered into syndicated and bilateral multi-currency credit facilities with financial institutions. On
March 3, 2025, the Company terminated its previous three- and five-year syndicated facility agreements, which collectively
provided for $3.75 billion of credit facilities. On the same day, the Company entered into a five-year syndicated facility
agreement of $3.75 billion which is unsecured and has a contractual maturity in March 2030. The agreement includes
customary terms and conditions for a syndicated facility of this nature, and the facility has two 12 month options available to
management to extend the maturity date. Subject to certain conditions, the Company can request the total commitment level
under the agreement to be increased by up to $1.0 billion. Interest charged on borrowings under the credit facility is based on
the applicable market rate plus the applicable margin. The three-year syndicated facility agreement also contains a covenant to
maintain a net leverage ratio not to exceed 3.9:1.00, stepping up to a net leverage ratio not to exceed 4.25:1.00 for the twelve
consecutive calendar months following the consummation of an acquisition with aggregate consideration in excess of
$375 million.
Interest charged on borrowings under the credit facilities is based on the applicable market rate plus the applicable
margin. As of June 30, 2025 the Company's credit facility amounted to $3.75 billion. As of June 30, 2024, the Company's credit
facilities amounted to $3.75 billion.
As of June 30, 2025, and 2024, the Company had $2.05 billion and $2.4 billion of undrawn commitments,
respectively. The Company incurs facility fees of 0.11% on the undrawn commitments. Such facility fees incurred were
immaterial in the fiscal years ended June 30, 2025, 2024, and 2023, respectively.
As of June 30, 2025, and 2024, land and buildings with a carrying value of $51 million and $37 million, respectively,
have been pledged as security for bank and other loans.
Redemption of term debt
The Company may redeem its long-term debt, in whole or in part, at any time or from time to time prior to its maturity.
The redemption prices typically represent 100% of the principal amount of the relevant debt plus any accrued and unpaid
interest. In addition, for notes that are redeemed by the Company before their stated permitted redemption date, a make-whole
premium is payable.
93
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Annual Report FY25
Priority, Guarantees, and Financial Covenants
All the notes are general unsecured senior obligations of the Company and are fully and unconditionally guaranteed on
a joint and several basis by certain existing subsidiaries that guarantee its other indebtedness.
The Company's primary bank debt facilities and notes are unsecured and subject to negative pledge arrangements
limiting the amount of secured indebtedness the Company can incur and indebtedness outside the guarantor group to 15.0% of
total tangible assets, subject to some exceptions and variations by facility. The Company is required to satisfy certain financial
covenants pursuant to its bank debt facilities, which are tested as of the last day of each quarterly and annual financial period.
The covenants require the Company to maintain a leverage ratio of not higher than 3.9 times, stepping up to 4.25 times for the
twelve consecutive calendar months following the consummation of an acquisition with an aggregate consideration in excess of
$375 million. The leverage ratio is calculated as total net debt divided by Adjusted EBITDA. As of June 30, 2025, and 2024,
the Company was in compliance with all debt covenants.
Short-Term Debt
Short-term debt is generally used to fund working capital requirements. The Company has classified commercial paper
as long-term as of June 30, 2025, in accordance with the Company’s ability and intent to refinance such obligations on a long-
term basis.
The following table summarizes the carrying value of short-term debt as of June 30, 2025, and 2024, respectively:
June 30,
($ in millions)
2025
2024
Bank loans
$
79 $
57
Secured borrowings
1
3
Bank overdrafts
36
24
Total short-term debt
$
116 $
84
As of June 30, 2025, the Company paid a weighted-average interest rate of 4.39% per annum on short-term debt,
payable at maturity. As of June 30, 2024, the Company paid a weighted-average interest rate of 5.39% per annum, payable at
maturity.
94
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Annual Report FY25
Note 15 - Leases
The components of lease expense are as follows:
Years ended June 30,
($ in millions)
2025
2024
2023
Operating lease expense (1)
$
167 $
135 $
127
Short-term and variable lease expense (2)
27
14
21
Finance lease expense
Amortization 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 Location
2025
2024
Assets
Operating lease right-of-use assets, net
Operating lease assets
$
1,116 $
567
Finance lease assets, net (1)
Property, plant, and equipment, net
75
57
Total lease assets, net
$
1,191 $
624
Liabilities
Operating leases:
Current operating lease liabilities
Other current liabilities
$
240 $
114
Non-current operating lease liabilities
Operating lease liabilities
910
488
Finance leases:
Current finance lease liabilities
Current portion of long-term debt
15
11
Non-current finance lease liabilities
Long-term debt, less current portion
41
32
Total lease liabilities
$
1,206 $
645
(1)
Finance lease assets are recorded net of accumulated amortization of $15 million and $11 million as of June 30, 2025 and 2024,
respectively.
95
112
Annual Report FY25
Supplemental cash flow information related to leases:
Years ended June 30,
($ in millions)
2025
2024
2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
159 $
127 $
118
Operating cash flows from finance leases
1
1
2
Financing cash flows from finance leases
12
11
11
Lease assets obtained in exchange for new lease obligations:
Operating leases (1)
$
639 $
44 $
26
Finance leases
20
3
—
Other non-cash modifications to lease assets:
Operating leases
20
73
33
(1)
Fiscal year 2025 primarily includes operating leases acquired in the Merger.
The following table presents the maturities of the Company's lease liabilities recorded on the consolidated balance
sheets as of June 30, 2025:
($ in millions)
Operating Leases
Finance Leases
Fiscal year 2026
$
256 $
17
Fiscal year 2027
226
9
Fiscal year 2028
194
5
Fiscal year 2029
160
3
Fiscal year 2030
107
3
Thereafter
429
30
Total lease payments
1,372
67
Less: imputed interest
(222)
(11)
Total lease liabilities
$
1,150 $
56
The weighted-average remaining lease term and discount rate are as follows:
June 30,
2025
2024
Weighted-average remaining lease term (in years):
Operating leases
7.7
7.2
Finance leases
9.3
10.5
Weighted-average discount rate:
Operating leases
4.6 %
4.1 %
Finance leases
3.9 %
3.0 %
96
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Annual Report FY25
Note 16 - Shareholders' Equity
The changes in ordinary and treasury shares during fiscal years 2025, 2024, and 2023, were as follows:
Ordinary Shares
Treasury Shares
(shares and $ in millions)
Number of
Shares
Amount
Number of
Shares
Amount
Balance as of June 30, 2022
1,489 $
15
2 $
(18)
Share buyback/cancellations
(41)
(1)
—
—
Options exercised and shares vested
—
—
(19)
227
Purchase of treasury shares
—
—
18
(221)
Balance as of June 30, 2023
1,448
14
1
(12)
Share buyback/cancellations
(3)
—
—
—
Shares vested
—
—
(4)
49
Purchase of treasury shares
—
—
4
(48)
Balance as of June 30, 2024
1,445
14
1
(11)
Options exercised and shares vested
—
—
(5)
52
Purchase of treasury shares
—
—
4
(47)
Acquisition of Berry Global Group, Inc.
860
9
—
—
Balance as of June 30, 2025
2,305 $
23
— $
(6)
The changes in the components of accumulated other comprehensive loss during the fiscal years ended June 30, 2025,
2024, and 2023 were as follows:
Foreign
Currency
Translation
Net
Investment
Hedge
Pension
Effective
Derivatives
Total Accumulated
Other
Comprehensive
Loss
($ in millions)
(Net of Tax)
(Net of Tax)
(Net of Tax)
(Net of Tax)
Balance as of June 30, 2022
$
(892) $
(13) $
40 $
(15) $
(880)
Other comprehensive loss before
reclassifications
(9)
—
(53)
(4)
(66)
Amounts reclassified from
accumulated other comprehensive
loss
78
—
3
3
84
Net current period other
comprehensive income / (loss)
69
—
(50)
(1)
18
Balance as of June 30, 2023
(823)
(13)
(10)
(16)
(862)
Other comprehensive loss before
reclassifications
(108)
—
(46)
(9)
(163)
Amounts reclassified from
accumulated other comprehensive
loss
—
—
1
4
5
Net current period other
comprehensive loss
(108)
—
(45)
(5)
(158)
Balance as of June 30, 2024
(931)
(13)
(55)
(21)
(1,020)
Other comprehensive income/(loss)
before reclassifications
13
(60)
(14)
(8)
(69)
Amounts reclassified from
accumulated other comprehensive
loss
8
—
16
2
26
Net current period other
comprehensive income/(loss)
21
(60)
2
(6)
(43)
Balance as of June 30, 2025
$
(910) $
(73) $
(53) $
(27) $
(1,063)
97
114
Annual Report FY25
The following tables provide details of amounts reclassified from accumulated other comprehensive loss:
For the years ended June 30,
($ in millions)
2025
2024
2023
Pension:
Amortization of prior service credit
$
(3) $
(4) $
(3)
Amortization of actuarial loss
7
3
2
Effect of pension settlement/curtailment
12
2
4
Total before tax effect
16
1
3
Tax effect on amounts reclassified into earnings
—
—
—
Total net of tax
$
16 $
1 $
3
(Gains)/losses on cash flow hedges:
Commodity contracts
$
(1) $
2 $
(2)
Forward exchange contracts
(1)
(1)
2
Treasury locks
3
3
3
Total before tax effect
1
4
3
Tax effect on amounts reclassified into earnings
1
—
—
Total net of tax
$
2 $
4 $
3
Losses on foreign currency translation:
Foreign currency translation adjustment (1)
$
8 $
— $
78
Total before tax effect
8
—
78
Tax effect on amounts reclassified into earnings
—
—
—
Total net of tax
$
8 $
— $
78
(1)
During the fiscal year ended June 30, 2023, the Company disposed of its Russian business and certain non-core operations and
transferred $73 million and $5 million, respectively, of accumulated foreign currency translation from accumulated other
comprehensive loss to earnings.
Forward contracts to purchase own shares
The Company's employee share plans require the delivery of shares to employees in the future when rights vest or
vested options are exercised. The Company currently acquires shares on the open market to deliver shares to employees to
satisfy vesting or exercising commitments which exposes the Company to market price risk.
To protect the Company from share price volatility, the Company has entered into forward contracts for the purchase
of its ordinary shares. As of June 30, 2025, the Company had forward contracts outstanding that were entered into in September
2022 and mature in September 2025 to purchase 2 million shares at a weighted-average price of $12.16. As of June 30, 2024,
the Company had forward contracts outstanding that were entered into in September 2022 and matured in September 2024 to
purchase 6 million shares at a weighted-average price of $12.11. During the fiscal year ended June 30, 2025, the Company's
forward contracts related to 4 million shares were settled, which were outstanding as of June 30, 2024.
The forward contracts to purchase the Company's own shares have been included in other current liabilities in the
consolidated balance sheets. Equity is reduced by an amount equal to the fair value of the shares at inception. The carrying
value of the forward contracts at each reporting period was determined based on the present value of the cost required to settle
the contracts.
98
115
Annual Report FY25
Note 17 - Income Taxes
Amcor plc is a tax resident of the United Kingdom of Great Britain and Northern Ireland ("UK").
The components of income before income taxes and equity in income/(loss) of affiliated companies were as follows:
Years ended June 30,
($ in millions)
2025
2024
2023
Domestic (UK)
$
(210) $
(108) $
82
Foreign
860
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)
2025
2024
2023
Current tax:
Domestic (UK)
$
1 $
2 $
3
Foreign
259
198
247
Total current tax
260
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)
2025
2024
2023
Income 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, net
33
(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. For fiscal year 2025, the Company's effective tax rate was 20.8% as compared to the
effective tax rates of 18.0% and 15.4% for fiscal years 2024 and 2023, respectively. The higher effective tax rate for fiscal year
2025 versus fiscal year 2024 is largely attributable to non-deductible expenses related to the Merger in the current period. The
higher effective tax rate for fiscal year 2024 versus fiscal year 2023 is largely attributable to the non-taxable gain on the
disposal of the Russian business in the comparative period.
99
116
Annual Report FY25
On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was signed into law. The OBBBA makes permanent
key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the
business interest expense limitation. ASC 740 requires the effects of changes in tax rates and laws to be recognized in the
periods in which the legislation is enacted. The Company does not expect that the OBBBA will have a material impact on its
income tax expense, net tax assets or liabilities, or cash flows.
The first component of the 15% global minimum tax applied on a country-by-country basis (the "Pillar Two rule") is
applicable to the Company from July 1, 2024. While the Company does not currently expect the Pillar Two rule to have a
material impact on its effective tax rate, the analysis is ongoing as the Organization for Economic Cooperation and
Development ("OECD") continues to release guidance and as countries begin implementing legislation. Future developments
could change this assessment, and it is possible that the Pillar Two rule could adversely impact the Company's tax rate and
subsequent tax expense.
Significant components of deferred tax assets and liabilities are as follows:
June 30,
($ in millions)
2025
2024
Deferred tax assets:
Inventories
$
17 $
15
Accrued employee benefits
152
78
Derivatives and financial instruments
20
—
Provisions
32
9
Net operating loss carryforwards
708
345
Tax credit carryforwards
54
31
Accruals and other
64
50
Total deferred tax assets
1,047
528
Valuation allowance
(664)
(403)
Net deferred tax assets
383
125
Deferred tax liabilities:
Property, plant, and equipment
(821)
(267)
Other intangible assets
(1,655)
(245)
Derivatives and other financial instruments
—
(26)
Undistributed foreign earnings
(171)
(23)
Total deferred tax liabilities
(2,647)
(561)
Net deferred tax liability
(2,264)
(436)
Balance sheet location:
Deferred tax assets
218
148
Deferred tax liabilities
(2,482)
(584)
Net deferred tax liability
$
(2,264) $
(436)
The Company maintains a valuation allowance on net operating losses and other deferred tax assets in jurisdictions for
which it does not believe it is more likely than not to realize those deferred tax assets based upon all available positive and
negative evidence, including historical operating performance, carry-back periods, reversal of taxable temporary differences,
tax planning strategies, and earnings expectations. The Company's valuation allowance increased by $261 million, increased by
$3 million, and decreased by $7 million for fiscal years 2025, 2024, and 2023, respectively.
As of June 30, 2025, and 2024, the Company had total net operating loss carry forwards, including capital losses, in
the amount of $2.3 billion and $1.4 billion, respectively, and tax credits of $54 million and $31 million, respectively. The vast
majority of the net operating loss carry forwards and tax credits do not expire.
The Company considers the following factors, among others, in evaluating its plans for indefinite reinvestment of its
subsidiaries' earnings: (i) the forecasts, budgets, and financial requirements of the Company and its subsidiaries, both for the
long-term and for the short-term; and (ii) the tax consequences of any decision to repatriate or reinvest earnings of any
subsidiary. As of June 30, 2025, the Company has not provided deferred taxes on approximately $1.7 billion of earnings in
100
117
Annual Report FY25
certain foreign subsidiaries because such earnings are indefinitely reinvested in its international operations related to the legacy
Amcor business.
A precise assessment of the tax that would have been payable had the legacy Berry subsidiaries distributed their
indefinitely reinvested earnings to the Company is not currently available because of the recent acquisition and the related
multiple levels of corporate ownership and multiple tax jurisdictions involved in the hypothetical dividend distribution. The
Company's preliminary estimate of indefinitely reinvested earnings related to the legacy Berry business is approximately
$2.8 billion.
Upon distribution of such earnings in the form of dividends or otherwise, the Company may be subject to incremental
foreign tax. It is not practicable to estimate the amount of foreign tax that might be payable. As of June 30, 2025, a cumulative
deferred tax liability of $171 million has been recorded attributable to undistributed earnings that the Company has deemed are
not indefinitely reinvested. The remaining undistributed earnings of the Company's subsidiaries are not deemed to be
indefinitely reinvested and can be repatriated at no tax cost. Accordingly, there is no provision for income or withholding taxes
on these earnings.
The Company accounts for its uncertain tax positions in accordance with ASC 740, "Income Taxes." At June 30, 2025,
and 2024, unrecognized tax benefits totaled $224 million and $104 million, respectively, all of which would favorably impact
the effective tax rate if recognized.
The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. As
of June 30, 2025, 2024, and 2023, the Company's accrual for interest and penalties for these uncertain tax positions was $37
million, $17 million, and $13 million, respectively. The Company does not currently anticipate that the total amount of
unrecognized tax benefits will result in material changes to its financial position within the next 12 months.
A reconciliation of the beginning and ending amount of unrecognized tax benefits for the fiscal years presented is as
follows:
June 30,
($ in millions)
2025
2024
2023
Balance at the beginning of the year
$
104 $
155 $
195
Additions related to acquisitions
134
—
—
Additions based on tax positions related to the current year
7
10
12
Additions for tax positions of prior years
3
7
24
Reductions for tax positions from prior years
(21)
(39)
(69)
Reductions for settlements
—
(2)
(5)
Reductions due to lapse of statute of limitations
(3)
(27)
(2)
Balance at the end of the year
$
224 $
104 $
155
The Company conducts business in a number of tax jurisdictions and, as such, is required to file income tax returns in
multiple jurisdictions globally. The fiscal years 2020 through 2024 remain open for examination by the United States Internal
Revenue Service ("IRS"), the fiscal year 2023 and 2024 remain open for examination by His Majesty’s Revenue & Customs
("HMRC"), and the fiscal years 2015 through 2024 are currently subject to audit or remain open for examination in various tax
jurisdictions.
The Company believes that its income tax reserves are adequately maintained taking into consideration both the
technical merits of its tax return positions and ongoing developments in its income tax audits. However, the final determination
of the Company's tax return positions, if audited, is uncertain and therefore there is a possibility that final resolution of these
matters could have a material impact on the Company's results of operations or cash flows.
101
118
Annual Report FY25
Note 18 - 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. The grant date of the Berry Awards is considered to be the Merger date for the purpose
of the fair valuation of the awards. The aggregate grant date fair value of Berry Awards post-conversion amounted to
$356 million of which $310 million related to pre-acquisition vesting and was therefore included as part of purchase
consideration.
As of June 30, 2025, 36 million shares were available for future grants under shareholder approved equity incentive
plans. The Company uses treasury shares to settle share-based compensation obligations. Treasury shares were acquired
through market purchases throughout the fiscal year for the required number of shares.
The total share-based compensation expense settled in equity in fiscal years 2025, 2024, and 2023 amounted to $74
million, $32 million, and $54 million, respectively. Share-based compensation expense in fiscal years 2023 and 2024 was
primarily recorded in selling, general, and administrative expenses in the consolidated statements of income. In fiscal year 2025
$34 million of accelerated share-based compensation expense relating to the Merger was recorded within restructuring,
transaction and integration expenses, net. The remainder of the share-based compensation expense was recorded within selling,
general, and administrative expenses in the consolidated statements of income.
As of June 30, 2025, the Company had $77 million of total unrecognized compensation cost related to all unvested
share options and other equity incentive plans. That cost is expected to be recognized over a weighted-average period of 1.7
years.
The weighted-average grant date fair values by type of equity incentive plan for awards granted in fiscal years 2025,
2024, and 2023 were as follows:
Years ended June 30,
(in $ per unit of award)
2025
2024
2023
Share options (1)
1.87
1.45
1.66
Restricted share units
10.60
9.44
11.91
Performance rights/shares (2)
8.32
6.37
8.18
Share rights
9.40
8.42
10.90
102
119
Annual Report FY25
(1)
The fair value of share options was determined using the Black-Scholes option pricing model and/or Monte Carlo simulations. The
following key assumptions were used for the fiscal years ended June 30, 2025, 2024, and 2023, respectively: risk-free interest rate
of 3.6% (2024: 4.6%, 2023: 3.4%), expected share-price volatility of 23.3% (2024: 21.8%, 2023: 23.0%), expected dividend yield
of 5.0% (2024: 5.2%, 2023: 4.0%), and expected life of options of 5.7 years (2024: 6.6 years, 2023: 6.1 years).
(2)
The fair value of performance rights/shares was determined using discounting and Monte Carlo simulations. The key assumptions
for the fiscal years ended June 30, 2025, 2024, and 2023, respectively, were: risk-free interest rate of 3.5% (2024: 4.8%, 2023:
3.5%), expected share-price volatility of 23.9% (2024: 23.4%, 2023: 23.0%), and expected dividend yield of 4.5% (2024: 5.2%,
2023: 4.0%).
Changes in outstanding share options were as follows:
Share options
Number
Weighted-
average
Exercise Price
(in millions)
Share options outstanding at June 30, 2024
33 $
10.86
Granted
12
9.45
Exercised
(5)
10.11
Forfeited
(9)
11.89
Share options outstanding at June 30, 2025
31 $
10.17
Vested and exercisable at June 30, 2025
9 $
10.56
As of June 30, 2025, the share options outstanding have an intrinsic value of $8 million and a remaining weighted-
average contractual life of 5.7 years. As of June 30, 2025, the share options that have vested and are exercisable have an
intrinsic value of $1 million and a remaining weighted-average contractual life of 2.0 years.
The Company received $15 million, nil, and $134 million on the exercise of stock options during the fiscal years
ended June 30, 2025, 2024, and 2023, respectively. During the fiscal years ended June 30, 2025, 2024, and 2023, the intrinsic
value associated with the exercise of share options was $5 million, nil, and $31 million, respectively. The grant date fair value
of share options vested was $11 million, $5 million, and $15 million for fiscal years ended June 30, 2025, 2024, and 2023,
respectively.
Changes in outstanding other equity incentive plans and the fair values vested are presented below:
Restricted share units
Performance rights/shares
Share rights
Number
Weighted-
average
Grant Date
Fair Value
Number
Weighted-
average
Grant Date
Fair Value
Number
Weighted-
average
Grant Date
Fair Value
(in millions)
(in millions)
(in millions)
Outstanding at June 30, 2024
3 $
9.85
12 $
7.72
2 $
9.82
Granted
—
10.60
4
8.32
16
9.40
Exercised
(1)
9.41
(1)
9.32
(1)
10.78
Forfeited
—
10.55
(3)
8.75
—
9.39
Outstanding at June 30, 2025
2 $
10.01
12 $
7.53
17 $
9.34
Fair value vested
($ in millions)
Restricted share units
Performance rights/shares
Share rights
Year Ended June 30, 2025
$
8
$
25
$
15
Year Ended June 30, 2024
6
14
24
Year Ended June 30, 2023
2
16
20
103
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Annual Report FY25
Note 19 - 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 and vested but unpaid
ordinary shares. Diluted EPS includes the effects of share options, restricted share units, performance rights, performance
shares, and share rights, if dilutive.
Years ended June 30,
($ in millions, except per share amounts)
2025
2024
2023
Numerator
Net income attributable to Amcor plc
$
511 $
730 $
1,048
Distributed and undistributed earnings attributable to shares to be repurchased
(1)
(3)
(7)
Net income available to ordinary shareholders of Amcor plc—basic and diluted
$
510 $
727 $
1,041
Denominator
Weighted-average ordinary shares outstanding
1,592
1,445
1,478
Weighted-average ordinary shares to be repurchased by Amcor plc
(3)
(6)
(10)
Weighted-average ordinary shares outstanding for EPS—basic
1,589
1,439
1,468
Effect of dilutive shares
4
2
8
Weighted-average ordinary shares outstanding for EPS—diluted
1,593
1,441
1,476
Per ordinary share income
Basic earnings per ordinary share
$
0.321 $
0.505 $
0.709
Diluted earnings per ordinary share
$
0.320 $
0.505 $
0.705
Certain stock awards outstanding were not included in the computation of diluted earnings per share above because
they would not have had a dilutive effect. The excluded stock awards represented an aggregate of 19 million, 29 million, and 16
million shares for the years ended June 30, 2025, 2024, and 2023, respectively. Basic and diluted weighted-average ordinary
shares outstanding have increased in fiscal year 2025 due to the completion of the Merger with Berry and the related share
issuances. For further information, refer to Note 4, "Acquisitions and Divestitures". In fiscal years 2024 and 2023, basic and
diluted weighted-average ordinary shares outstanding decreased due to share repurchases.
104
121
Annual Report FY25
Note 20 - 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 June 30, 2025, the Company has recorded accruals of
$13 million, included in other non-current liabilities in the consolidated balance sheets. The Company has estimated a
reasonably possible loss exposure in excess of the recorded accrual of $23 million as of June 30, 2025. 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 June 30, 2025, the Company provided letters of credit of $15 million, judicial insurance of $2 million, and
deposited cash of $16 million with the courts to continue to defend the cases referenced above.
Contingencies - Environmental Matters
The Company, along with others, has been identified as a potentially responsible party ("PRP") at several waste
disposal sites under U.S. federal and related state environmental statutes and regulations and may face potentially material
environmental remediation obligations. While the Company benefits from various forms of insurance policies, actual coverage
may not, or may only partially, cover the total potential exposures. As of June 30, 2025, the Company has recorded aggregate
accruals of $10 million for its share of estimated future remediation costs at these sites.
In addition to the matters described above, as of June 30, 2025, the Company has also recorded aggregate accruals of
$58 million for potential liabilities for remediation obligations at various worldwide locations that are owned or operated by the
Company or were formerly owned or operated.
The SEC requires the Company to disclose certain information about proceedings arising under federal, state, or local
environmental provisions if the Company reasonably believes that such proceeding may result in monetary sanctions above a
stated threshold. Pursuant to SEC regulations, the Company uses a threshold of $1 million or more for purposes of determining
whether disclosure of any such proceedings is required. Applying this threshold, there are no environmental matters required to
be disclosed for the fiscal year ended June 30, 2025.
While the Company believes that its accruals are adequate to cover its future obligations, there can be no assurance
that the ultimate payments will not exceed the accrued amounts. Nevertheless, based on the available information, the Company
does not believe that its potential environmental obligations will have a material adverse effect upon its liquidity, results of
operations, or financial condition.
Other Matters
In the normal course of business, the Company is subject to legal proceedings, lawsuits, and other claims. While the
potential financial impact with respect to these ordinary course matters is subject to many factors and uncertainties,
management believes that any financial impact to the Company from these matters, individually and in the aggregate, would not
have a material adverse effect on the Company's financial position or results of operations.
105
122
Annual Report FY25
Note 21 - 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. The
Company's CODM uses consolidated expense information in the evaluation of segment performance and to allocate resources
and is not regularly provided disaggregated expense information for each of the reportable segments.
106
123
Annual Report FY25
The following table presents information about reportable segments. Intersegment sales are not material and therefore
are not presented in the table below.
Years ended June 30,
($ in millions)
2025
2024
2023
Global Flexible Packaging Solutions
$
10,872 $
10,332 $
11,154
Global Rigid Packaging Solutions
4,137
3,308
3,540
Other
—
—
—
Net sales
$
15,009 $
13,640 $
14,694
Global Flexible Packaging Solutions
$
(9,414) $
(8,937) $
(9,725)
Global Rigid Packaging Solutions
(3,762)
(3,049)
(3,275)
Other
(110)
(94)
(86)
Segment expenses and other (1)
$
(13,286) $
(12,080) $
(13,086)
Adjusted earnings before interest and taxes ("Adjusted EBIT")
Global Flexible Packaging Solutions
$
1,458 $
1,395 $
1,429
Global Rigid Packaging Solutions
375
259
265
Other
(110)
(94)
(86)
Adjusted EBIT
1,723
1,560
1,608
Less: Amortization of acquired intangible assets from business
combinations (2)
(246)
(167)
(160)
Less: Impact of hyperinflation (3)
(16)
(53)
(24)
Less: Transaction and integration (4)
(202)
—
—
Less: Property and other losses, net (5)
—
—
(2)
Add/(Less): Restructuring and other related activities, net (6)
(64)
(97)
90
Less: CEO transition costs (7)
—
(8)
—
Less: Inventory step-up amortization (8)
(133)
—
—
Less: Accelerated merger-related compensation (9)
(41)
—
—
Less: Other (10)
(21)
(22)
(2)
Interest income
49
38
31
Interest expense
(396)
(348)
(290)
Equity in (income)/loss of affiliated companies, net of tax
(3)
4
—
Income before income taxes and equity in (income)/loss of affiliated
companies
$
650 $
907 $
1,251
(1)
Segment expenses and other includes primarily cost of goods sold, selling, general, and administrative expenses, research and
development expenses, other income/(expenses), net, and other non-operating income.
(2)
Amortization of acquired intangible assets from business combinations includes amortization expense related to all acquired
intangible assets from past acquisitions.
(3)
Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the
functional currency was the Argentine Peso.
(4)
Transaction and integration includes incremental costs related to the Merger. Refer to Note 5 "Restructuring, Transaction, and
Integration Expenses, Net".
(5)
Property and other losses, net in fiscal year 2023 includes property claims and losses of $5 million and $3 million of net insurance
recovery related to the closure of the Company's South African business.
(6)
Restructuring and other related activities, net in fiscal year 2025 primarily includes costs incurred in connection with the 2023
Restructuring Plan and Berry Plan. Fiscal year 2024 primarily includes costs incurred in connection with the 2023 Restructuring
Plan. Refer to Note 6, "Restructuring," for further information. Fiscal year 2023 includes a pre-tax net gain on the sale of the
Company's Russian business of $215 million, incremental costs of $18 million, and restructuring and related expenses of
$107 million incurred in connection with the conflict. Refer to Note 6, "Restructuring," for further information.
(7)
CEO transition costs primarily reflect accelerated compensation, including share-based compensation, granted to the Company's
former Chief Executive Officer who retired from that role in April 2024, and other transition related expenses.
(8)
Inventory step-up amortization relates to additional amortization incurred on inventories in connection with the Merger.
107
124
Annual Report FY25
(9)
Accelerated merger-related compensation includes accelerated share-based compensation expense and severance incurred in
connection with the Merger.
(10) Other in fiscal year 2025 includes various expense and income items primarily relating to pension settlements of $12 million and
other minor items primarily including litigation fees and a loss on disposal of a non-core business. These expenses were partially
offset by a pre-tax gain on the disposal of Bericap of $15 million. Refer to Note 4, "Acquisitions and Divestitures" for further
information. Fiscal year 2024 includes fair value losses of $16 million on economic hedges, retroactive foil duties, certain litigation
reserve adjustments, and pension settlements, partially offset by changes in contingent purchase consideration. Fiscal year 2023
includes other restructuring, acquisition, litigation, and integration expenses of $13 million, pension settlement expenses of
$5 million, and fair value gains of $16 million on economic hedges.
108
125
Annual Report FY25
The tables below present additional financial information by reportable segments:
Capital expenditures for the acquisition of long-lived assets by reportable segment were:
Years ended June 30,
($ in millions)
2025
2024
2023
Global Flexible Packaging Solutions
$
391 $
372 $
384
Global Rigid Packaging Solutions
182
112
133
Other
7
8
9
Total capital expenditures for the acquisition of long-lived assets
$
580 $
492 $
526
Depreciation and amortization on long-lived assets by reportable segment were:
Years ended June 30,
($ in millions)
2025
2024
2023
Global Flexible Packaging Solutions
$
455 $
447 $
436
Global Rigid Packaging Solutions
249
130
125
Other
12
6
8
Total depreciation and amortization on long-lived assets
$
716 $
583 $
569
Total assets by segment are not disclosed as the CODM does not use total assets by segment to evaluate segment
performance or allocate resources and capital.
The Company did not have sales to a single customer that exceeded 10% of consolidated net sales for the fiscal years
ended June 30, 2025, 2024, and 2023, respectively.
Sales by major product were:
Years ended June 30,
($ in millions)
Segment
2025
2024
2023
Films and other flexible products
Global Flexible Packaging Solutions
$
9,841 $
9,310 $
10,061
Specialty flexible folding cartons
Global Flexible Packaging Solutions
1,031
1,022
1,093
Containers, preforms, and closures
Global Rigid Packaging Solutions
4,137
3,308
3,540
Net sales
$
15,009 $
13,640 $
14,694
The following table provides long-lived asset information for the major countries in which the Company operates.
Long-lived assets include property, plant, and equipment, net of accumulated depreciation and impairments.
June 30,
($ in millions)
2025
2024
United States of America
$
3,872 $
1,717
Other countries (1)
4,330
2,046
Long-lived assets
$
8,202 $
3,763
(1)
Includes the Company's country of domicile, Jersey. The Company had no long-lived assets in Jersey in any period shown. No
individual country represented more than 10% of the respective totals.
109
126
Annual Report FY25
The following tables disaggregate net sales information by geography in which the Company operates based on
manufacturing or selling operations:
Year Ended June 30, 2025
($ in millions)
Global
Flexible
Packaging
Solutions
Global
Rigid
Packaging
Solutions
Total
North America
$
4,429 $
2,765 $
7,194
Latin America
1,005
785
1,790
Europe (1)
3,792
529
4,321
Asia Pacific
1,646
58
1,704
Net sales
$
10,872 $
4,137 $
15,009
Year Ended June 30, 2024
($ in millions)
Global
Flexible
Packaging
Solutions
Global
Rigid
Packaging
Solutions
Total
North America
$
4,095 $
2,508 $
6,603
Latin America
1,113
800
1,913
Europe (1)
3,507
—
3,507
Asia Pacific
1,617
—
1,617
Net sales
$
10,332 $
3,308 $
13,640
Year Ended June 30, 2023
($ in millions)
Global
Flexible
Packaging
Solutions
Global
Rigid
Packaging
Solutions
Total
North America
$
4,411 $
2,745 $
7,156
Latin America
1,114
795
1,909
Europe (1)
3,952
—
3,952
Asia Pacific
1,677
—
1,677
Net sales
$
11,154 $
3,540 $
14,694
(1)
Includes the Company's country of domicile, Jersey. The Company had no sales in Jersey in the periods shown.
110
127
Annual Report FY25
Note 22 - Deed of Cross Guarantee
The parent entity, Amcor plc, and its wholly-owned subsidiaries listed below are subject to a Deed of Cross Guarantee
dated June 24, 2019 (the "Deed") under which each company guarantees the debts of the others:
Amcor Pty Ltd
Amcor Holdings (Australia) Pty Ltd
Amcor Services Pty Ltd
Amcor Flexibles Group Pty Ltd
Amcor Investments Pty Ltd
Amcor Flexibles (Australia) Pty Ltd
Amcor Finance Australia Pty Ltd
Amcor Flexibles (Port Melbourne) Pty Ltd
Amcor European Holdings Pty Ltd
Amcor Packaging (Asia) Pty Ltd
ARP North America Holdco Ltd
ARP LATAM Holdco Ltd
The entities above were the only parties to the Deed as of June 30, 2025, and comprise the closed group for the
purposes of the Deed (and also the extended closed group). ARP North America Holdco Ltd and ARP LATAM Holdco Ltd
were newly incorporated entities and were added to the deed on September 25, 2019. By a Revocation Deed, dated September
9, 2021, the Deed was revoked in respect of Amcor Flexibles (Dandenong) Pty Ltd, Packsys Pty Ltd, Packsys Holdings (Aus)
Pty Ltd, and Techni-Chem Australia Pty Ltd. No other parties have been added, removed or the subject to a notice of disposal
since September 9, 2021.
By entering into the Deed, the wholly-owned subsidiaries have been relieved from the requirement to prepare a
financial report and directors’ report under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
The following consolidated financial statements are additional disclosure items specifically required by ASIC and
represent the consolidated results of the entities subject to the Deed.
111
128
Annual Report FY25
Deed of Cross Guarantee
Consolidated Statements of Income
($ in millions)
For the years ended June 30,
2025
2024
Net sales
$
305 $
323
Cost of sales
(269)
(280)
Gross profit
36
43
Operating expenses
(189)
(361)
Other income, net
1,241
910
Operating income
1,088
592
Interest income
31
9
Interest expense
(24)
(78)
Income before income taxes
1,095
523
Income tax expense
(19)
17
Net income
$
1,076 $
540
Net income attributable to non-controlling interest
(7)
—
Net income attributable to Deed
$
1,069 $
540
112
129
Annual Report FY25
Deed of Cross Guarantee
Consolidated Statements of Comprehensive Income
($ in millions)
For the years ended June 30,
2025
2024
Net income
$
1,076 $
540
Other comprehensive income/(loss) (1):
Net gains (losses) on cash flow hedges, net of tax
—
—
Foreign currency translation adjustments, net of tax
(2)
—
Other comprehensive income/(loss)
(2)
—
Comprehensive income attributable to non-controlling interest
(7)
—
Total comprehensive income
$
1,067 $
540
(1)
All of the items in other comprehensive income/(loss) may be reclassified subsequently to profit or loss.
Deed of Cross Guarantee
Consolidated Statements of Income and Retained Earnings
($ in millions)
For the years ended June 30,
2025
2024
Retained earnings, beginning balance
$
6,761 $
6,937
Net income attributable to Deed
1,069
540
Retained earnings before distribution
7,830
7,477
Dividends recognized during the financial period
(842)
(716)
Retained earnings at the end of the financial period
$
6,988 $
6,761
113
130
Annual Report FY25
Deed of Cross Guarantee
Consolidated Balance Sheets
($ in millions)
As of June 30,
2025
2024
Assets
Current assets:
Cash and cash equivalents
$
154 $
89
Receivables, net
297
295
Inventories
59
55
Prepaid expenses and other current assets
28
25
Total current assets
538
464
Non-current assets:
Property, plant, and equipment, net
61
60
Deferred tax assets
5
5
Other intangible assets, net
11
10
Goodwill
87
88
Other non-current assets
21,263
13,062
Total non-current assets
21,427
13,225
Total assets
$
21,965 $
13,689
Liabilities
Current liabilities:
Short-term debt
$
53 $
338
Payables
155
133
Accrued employee costs
20
21
Other current liabilities
109
73
Total current liabilities
337
565
Non-current liabilities:
Other non-current liabilities
2
2
Total liabilities
339
567
Shareholders' Equity
Issued capital
23
14
Additional paid-in capital
13,103
4,827
Retained earnings
6,988
6,761
Accumulated other comprehensive income
1,023
1,025
Total Deed shareholders' equity
21,137
12,627
Non-controlling interest (1)
489
495
Total shareholders' equity
21,626
13,122
Total liabilities and shareholders' equity
$
21,965 $
13,689
(1)
In fiscal year 2024, a non-controlling interest in ARP North America Holdco Ltd was acquired by Amcor Group Finance plc, a
wholly-owned subsidiary of Amcor plc.
114
131
Annual Report FY25
Note 23 - Supplemental Cash Flow Information
Supplemental cash flow information and non-cash investing activities are as follows:
For the years ended June 30,
($ in millions)
2025
2024
2023
Supplemental cash flow information:
Interest paid, net of amounts capitalized
$
329 $
336 $
276
Income taxes paid
261
253
225
Non-cash financing activities:
Issuance of equity to acquire Berry Global Group, Inc. (1)
$
8,138 $
— $
—
Non-cash investing activities:
Purchase of property, plant, and equipment accrued, but not paid
$
93 $
81 $
71
Contingent and deferred liabilities incurred related to acquired businesses,
but not paid
8
27
41
(1)
Non-cash financing activities in fiscal year 2025 include the issuance of ordinary shares as equity consideration related to the
Merger. Refer to Note 4, "Acquisitions and Divestitures" for further information.
115
132
Annual Report FY25
Note 24 - Quarterly Financial Information (Unaudited)
Quarter Ended
($ in millions, except per share data)
September 30
December 31
March 31
June 30
Total
Fiscal Year 2025 (1)
Net sales
$
3,353 $
3,241 $
3,333 $
5,082 $
15,009
Gross profit
659
626
654
895
2,834
Net income/(loss) attributable to Amcor plc
191
163
196
(39)
511
Basic earnings/(loss) per share (2)
$
0.132 $
0.113 $
0.136 $
(0.019) $
0.321
Diluted earnings/(loss) per share (2)
0.132
0.113
0.136
(0.019)
0.320
Fiscal Year 2024 (1)
Net sales
$
3,443 $
3,251 $
3,411 $
3,535 $
13,640
Gross profit
645
621
692
754
2,712
Net income attributable to Amcor plc
152
134
187
257
730
Basic earnings per share (2)
$
0.105 $
0.093 $
0.129 $
0.178 $
0.505
Diluted earnings per share (2)
0.105
0.092
0.129
0.178
0.505
(1)
The fourth quarter of fiscal year 2025 reflects the results of Amcor plc, including Berry results since the acquisition date of April
30, 2025.
(2)
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.
116
133
Annual Report FY25
Note 25 - Subsequent Events
On August 14, 2025, the Company's Board of Directors declared a quarterly cash dividend of $0.1275 per share to be
paid on September 25, 2025, to shareholders of record as of September 5, 2025. Amcor has received a waiver from the
Australian Securities Exchange ("ASX") settlement operating rules, which will allow Amcor to defer processing conversions
between its ordinary share and CHESS Depositary Instrument ("CDI") registers from September 4, 2025, to September 5, 2025,
inclusive.
117
134
Annual Report FY25
Item 9. - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. - Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of our disclosure controls and procedures as of June 30, 2025. The term "disclosure controls and procedures," as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means
controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company
in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time
periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to our management, including its principal executive and financial
officers, as appropriate, to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-
benefit relationship of possible controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2025.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal
control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our
management evaluated the design and operating effectiveness of our internal control over financial reporting based on the
criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (the "COSO framework") (2013). All internal control systems, no matter how well designed, have
inherent limitations. Accordingly, even effective internal controls and procedures can provide only reasonable assurance with
respect to financial statement preparation and presentation.
On April 30, 2025, we completed our Merger with Berry and have implemented new processes and internal controls
related to the preparation and disclosure of our financial information. Given the significance of the Berry acquisition and the
complexity of systems and business processes, we have excluded an assessment of the internal control over financial reporting
of Berry which is in accordance with SEC guidance that permits registrants to exclude a recently acquired business from the
scope of management's evaluation for the first year after the acquisition is completed. Total assets (excluding goodwill and
intangible assets acquired) and revenue subject to Berry's internal control over financial reporting represented approximately
36% and 10.6% of our consolidated total assets and revenue, respectively, as of and for the year ended June 30, 2025.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30,
2025. Based on this evaluation, our management concluded that we maintained effective internal control over financial
reporting as of June 30, 2025.
The effectiveness of our internal control over financial reporting as of June 30, 2025, has been audited by
PricewaterhouseCoopers AG, an independent registered public accounting firm, as stated in their report, which appears on
"Item 8. - Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) that occurred during the fourth quarter of fiscal year 2025, except for those discussed above associated
with our Merger with Berry, that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
118
135
Annual Report FY25
Item 9B. - Other Information
During the three months ended June 30, 2025, no director or Section 16 officer of the Company adopted or terminated
a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of
Regulation S-K.
Item 9C. - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. - Directors, Executive Officers and Corporate Governance
The information required to be submitted in response to this item is omitted because a definitive proxy statement
containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120
days after June 30, 2025, and such information is expressly incorporated herein by reference. Information with respect to our
executive officers appears in Part I of this Annual Report on Form 10-K.
Our Board Committee Charters, Corporate Governance Guidelines, and our Code of Conduct & Ethics Policy can be
electronically accessed at our website (http://www.amcor.com/investors) under "Corporate Governance" or, free of charge, by
writing directly to us, Attention: Corporate Secretary. Our Board of Directors has adopted a Code of Conduct that applies to our
principal executive officer, principal financial officer, principal accounting officer, and other persons performing similar
functions. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to or waivers
from our Code of Conduct by posting such information on the Investor Relations section of our website promptly following the
date of such amendment or waiver.
We are not including the information contained on our website as part of, or incorporating it by reference into, this
report.
Insider Trading Policy
Our Board of Directors has adopted an Insider Trading Policy which governs the purchase, sale, and/or other
dispositions of our securities by our directors, officers, other key employees, and covered persons which we believe is
reasonably designed to ensure compliance with applicable insider trading rules, regulations, and listing standards. A copy of our
Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
119
136
Annual Report FY25
Item 11. - Executive Compensation
Information required to be submitted in response to this item is omitted because a definitive proxy statement
containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120
days after June 30, 2025, and such information is expressly incorporated herein by reference.
Item 12. - Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Equity compensation plans as of June 30, 2025, were as follows:
Number of securities to be
issued upon exercise of
outstanding options,
warrants, and rights
Weighted-average
exercise price of
outstanding options,
warrants, and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
Plan Category
(a)
(b)
(c)
Equity compensation
plans approved by
security holders
62,379,640 (1) $
10.17 (2)
35,901,203 (3)
Equity compensation
plans not approved by
security holders
—
—
—
Total
62,379,640 (1) $
10.17 (2)
35,901,203 (3)
(1)
Includes outstanding option awards of 31,212,929, which have a weighted-average exercise price of $10.17, 11,990,450 awards of
ordinary shares issuable upon vesting of performance shares/rights, 16,759,491 awards of ordinary shares issuable upon vesting of
share rights, and 2,416,770 restricted shares issued under the share retention plan.
(2)
Performance shares/rights, share rights, restricted share units, and non-executive director share plans are excluded when
determining the weighted-average exercise price of outstanding options.
(3)
May be issued as options, performance shares/rights, share rights, or restricted share units.
The additional information required to be submitted in response to this item is omitted because a definitive proxy
statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A
within 120 days after June 30, 2025, and such information is expressly incorporated herein by reference.
Item 13. - Certain Relationships and Related Transactions, and Director Independence
The information required to be submitted in response to this item is omitted because a definitive proxy statement
containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120
days after June 30, 2025, and such information is expressly incorporated herein by reference.
Item 14. - Principal Accountant Fees and Services
The information required to be submitted in response to this item is omitted because a definitive proxy statement
containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120
days after June 30, 2025, and such information is expressly incorporated herein by reference.
120
137
Annual Report FY25
PART IV
Item 15. - Exhibits and Financial Statement Schedules
Pages in
Form 10-K
(a) Financial Statements, Financial Statement Schedule, and Exhibits
(1) Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 1358)
50
Consolidated Statements of Income
52
Consolidated Statements of Comprehensive Income
53
Consolidated Balance Sheets
54
Consolidated Statements of Cash Flows
55
Consolidated Statements of Equity
56
Notes to Consolidated Financial Statements
57
(2) Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts and Reserves
130
All other schedules are omitted because they are not applicable, or the required information is shown
in the financial statements or notes thereto.
(3) Exhibits
2 .1
Agreement and Plan of Merger, dated as of November 19, 2024, by and among
Amcor plc, Aurora Spirit, Inc. and Berry Global Group, Inc. (incorporated by
reference to Exhibit 2.1 to Amcor plc’s Current Report on Form 8-K/A filed on
November 19, 2024).
Incorporated by
Reference
2 .2
RMT Transaction Agreement, dated February 6, 2024, by and among Berry Global
Group, Inc., Treasure Holdco, Inc., Glatfelter Corporation, Treasure Merger Sub I,
Inc. and Treasure Merger Sub II, LLC . (incorporated by reference to Exhibit 2.1
to Berry Global Group, Inc.'s, Current Report on Form 8-K/A filed on February
12, 2024).
Incorporated by
Reference
3 .1
Articles of Association of Amcor plc (incorporated by reference to Exhibit 3.1 to
Amcor plc’s Current Report on Form 8-K filed on June 13, 2019).
Incorporated by
Reference
3 .2
Memorandum of Association of Amcor plc (incorporated by reference to Exhibit
3.1 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).
Incorporated by
Reference
4 .1
Indenture, dated as of April 28, 2016, among Amcor Finance (USA), Inc., Amcor
Limited, Amcor UK Finance PLC and Deutsche Bank Trust Company Americas
(incorporated by reference to Exhibit 4.7 to Amcor plc’s Registration Statement on
Form S-4 filed on March 12, 2019).
Incorporated by
Reference
4 .2
Form of 5.625% Guaranteed Senior Note due 2033 (incorporated by reference to
Exhibit 4.3 on Amcor plc's Current Report on Form 8-K filed on May 26, 2023.
Incorporated by
Reference
4 .3
Indenture, dated as of May 26, 2023, among Amcor Finance (USA), Inc., Amcor
plc, Amcor UK Finance plc, Amcor Pty Ltd and Amcor Flexibles North America,
Inc. and Deutsche Bank Trust Company Americas, as trustee (including the
guarantees) (incorporated by reference to Exhibit 4.1 on Amcor plc's Current
Report on Form 8-K filed on May 26, 2023).
Incorporated by
Reference
4 .4
Form of 3.625% Notes due 2026 (incorporated by reference to Exhibit 4.8 to
Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).
Incorporated by
Reference
4 .5
Form of 4.500% Notes due 2028 (incorporated by reference to Exhibit 4.9 to
Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).
Incorporated by
Reference
4 .6
Form of 3.100% Notes due 2026 (incorporated by reference to Exhibit 4.13 to
Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).
Incorporated by
Reference
4 .7
Form of Indenture, dated as of June 15, 1995, between Bemis Company, Inc. and
U.S. Bank Trust National Association (formerly known as First Trust National
Association), as trustee (incorporated by reference to Exhibit 4.10 to Amcor plc’s
Registration Statement on Form S-4 filed on March 12, 2019)
Incorporated by
Reference
Exhibit
Description
Form of Filing
121
138
Annual Report FY25
4 .8
Form of 2.630% Guaranteed Senior Note Due 2030 (incorporated by reference to
Exhibit 4.2 on Amcor plc’s Current Report on Form 8-K filed on June 19, 2020).
Incorporated by
Reference
4 .9
Form of 1.125% Guaranteed Senior Note Due 2027 (incorporated by reference to
Exhibit 4.2 on Amcor plc’s Current Report on Form 8-K filed on June 23, 2020).
Incorporated by
Reference
4 .10
Supplemental Indenture, dated as of June 13, 2019, by and between Bemis
Company, Inc. and U.S. Bank National Association, as trustee (incorporated by
reference to Exhibit 10.1 on Amcor plc’s Current Report on Form 8-K filed on
June 17, 2019).
Incorporated by
Reference
4 .11
Indenture, dated as of June 13, 2019, by and among Bemis Company, Inc., as
issuer, Amcor plc, Amcor Limited, AFUI, Amcor UK Finance plc and Deutsche
Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit
10.3 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).
Incorporated by
Reference
4 .12
Indenture, dated as of June 13, 2019, by and among AFUI, as issuer, Amcor plc,
Amcor Limited, Bemis Company, Inc., Amcor UK Finance plc and Deutsche Bank
Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.4 on
Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).
Incorporated by
Reference
4 .13
First Supplemental Indenture, dated as of May 23, 2024, among Amcor Flexibles
North America, Inc., Amcor Group Finance plc and Deutsche Bank Trust
Company Americas, as trustee (incorporated by reference to Exhibit 4.4 on Amcor
plc's Current Report on Form 8-K filed on May 23, 2024).
Incorporated by
Reference
4 .14
Second Supplemental Indenture, dated as of May 23, 2024, among Amcor
Flexibles North America, Inc., Amcor Group Finance plc and Deutsche Bank Trust
Company Americas, as trustee (incorporated by reference to Exhibit 4.5 on Amcor
plc's Current Report on Form 8-K filed on May 23, 2024).
Incorporated by
Reference
4 .15
First Supplemental Indenture, dated as of May 23, 2024, among Amcor Flexibles
North America, Inc., Amcor Group Finance plc and Deutsche Bank Trust
Company Americas, as trustee (incorporated by reference to Exhibit 4.6 on Amcor
plc's Current Report on Form 8-K filed on May 23, 2024).
Incorporated by
Reference
4 .16
First Supplemental Indenture, dated as of May 23, 2024, among Amcor UK
Finance plc, Amcor Group Finance plc and Deutsche Bank Trust Company
Americas, as trustee (incorporated by reference to Exhibit 4.7 on Amcor plc's
Current Report on Form 8-K filed on May 23, 2024).
Incorporated by
Reference
4 .17
First Supplemental Indenture, dated as of May 23, 2024, among Amcor Finance
(USA), Inc., Amcor Group Finance plc and Deutsche Bank Trust Company
Americas, as trustee (incorporated by reference to Exhibit 4.8 on Amcor plc's
Current Report on Form 8-K filed on May 23, 2024).
Incorporated by
Reference
4 .18
Indenture, dated as of May 23, 2024, among Amcor Group Finance plc, Amcor
plc, Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Pty Ltd and
Amcor Flexibles North America, Inc. and Deutsche Bank Trust Company
Americas, as trustee (including the guarantees) (incorporated by reference to
Exhibit 4.1 to Amcor plc’s Current Report on Form 8-K filed on May 23, 2024).
Incorporated by
Reference
4 .19
Indenture, dated as of May 29, 2024, among Amcor UK Finance plc, Amcor plc,
Amcor Finance (USA), Inc., Amcor Group Finance plc, Amcor Pty Ltd and
Amcor Flexibles North America, Inc. and Deutsche Bank Trust Company
Americas, as trustee (including the guarantees) (incorporated by reference to
Exhibit 4.1 on Amcor plc's Current Report on Form 8-K filed on May 29, 2024).
Incorporated by
Reference
4 .20
Indenture, dated as of June 13, 2019, by and among AFUI, as issuer, Amcor plc,
Amcor Limited, Bemis Company, Inc., Amcor UK Finance plc and Deutsche Bank
Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.4 on
Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).
Incorporated by
Reference
4 .21
Indenture, dated as of June 19, 2020, by and among Bemis Company, Inc., as
issuer, Amcor plc, Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor
Pty Ltd and Deutsche Bank Trust Company Americas, the trustee (incorporated by
reference to Exhibit 4.1 on Amcor plc’s Current Report on Form 8-K filed on June
19, 2020).
Incorporated by
Reference
4 .22
Indenture, dated as of June 23, 2020, by and among Amcor UK Finance plc, as
issuer, Amcor plc, Amcor Finance (USA), Inc., Amcor Pty Ltd, Bemis Company,
Inc., Inc. and Deutsche Bank Trust Company Americas, the trustee (incorporated
by reference to Exhibit 4.1 on Amcor plc’s Current Report on Form 8-K filed on
June 23, 2020).
Incorporated by
Reference
4 .23
Description of the Company's Common Stock
Filed Herewith
Exhibit
Description
Form of Filing
122
139
Annual Report FY25
4 .24
Description of the Company's 1.125% Guaranteed Senior Note Due 2027
Filed Herewith
4 .25
Description of the Company's 5.450% Guaranteed Senior Note Due 2029
Filed Herewith
4 .26
Description of the Company's 3.950% Guaranteed Senior Note Due 2032
Filed Herewith
4 .27
Form of 2.690% Guaranteed Senior Note Due 2031 (incorporated by reference to
Exhibit 4.3 on Amcor plc's Current Report on Form 8-K filed on May 25, 2021).
Incorporated by
Reference
4 .28
Form of 5.450% Guaranteed Senior Note due 2029 (incorporated by reference to
Exhibit 4.3 to Amcor plc’s Current Report on Form 8-K filed on May 23, 2024).
Incorporated by
Reference
4 .29
Form of 3.950% Guaranteed Senior Note due 2032 (incorporated by reference to
Exhibit 4.3 to Amcor plc’s Current Report on Form 8-K filed on May 29, 2024).
Incorporated by
Reference
4 .30
First Supplemental Indenture, dated as of June 30, 2022, among Amcor Finance
(USA), Inc., Amcor Flexibles North America, Inc. and Deutsche Bank Trust
Company Americas (incorporated by reference to Exhibit 4.7 on Amcor plc's
Current Report on Form 8-K filed on July 1, 2022).
Incorporated by
Reference
4 .31
Second Supplemental Indenture, dated as of June 30, 2022, among Amcor Finance
(USA), Inc., Amcor Flexibles North America, Inc. and Deutsche Bank Trust
Company Americas (incorporated by reference to Exhibit 4.6 on Amcor plc's
Current Report on Form 8-K filed on July 1, 2022).
Incorporated by
Reference
4 .32
Indenture, dated as of March 17, 2025, among Amcor Flexibles North America,
Inc., Amcor plc, Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Pty
Ltd and Amcor Group Finance plc and Deutsche Bank Trust Company Americas,
as trustee (including the guarantees)(incorporated by reference to Exhibit 4.1 to
Amcor plc’s Current Report on Form 8-K filed on March 17, 2025).**
Incorporated by
Reference
4 .33
Form of 4.800% Guaranteed Senior Note due 2028 (incorporated by reference to
Exhibit 4.5 to Amcor plc’s Current Report on Form 8-K filed on March 17, 2025).
Incorporated by
Reference
4 .34
Form of 5.100% Guaranteed Senior Note due 2030 (incorporated by reference to
Exhibit 4.6 to Amcor plc’s Current Report on Form 8-K filed on March 17, 2025).
Incorporated by
Reference
4 .35
Form of 5.500% Guaranteed Senior Note due 2035 (incorporated by reference to
Exhibit 4.7 to Amcor plc’s Current Report on Form 8-K filed on March 17, 2025).
Incorporated by
Reference
4 .36
Registration Rights Agreement, dated as of March 17, 2025, by and among Amcor
Flexibles North America, Inc., Amcor plc, Amcor Finance (USA), Inc., Amcor
UK Finance plc, Amcor Pty Ltd and Amcor Group Finance plc and Goldman
Sachs & Co. LLC and UBS Securities LLC, as representatives of the initial
purchasers of the 4.800% Guaranteed Senior Notes due 2028, the 5.100%
Guaranteed Senior Notes due 2030 and the 5.500% Guaranteed Senior Notes due
2035 (incorporated by reference to Exhibit 4.8 to Amcor plc’s Current Report on
Form 8-K filed on March 17, 2025).
Incorporated by
Reference
4 .37
Second Supplemental Indenture, dated April 30, 2025, among Berry Global, Inc.,
Amcor plc, and U.S. Bank Trust Company, National Association, relating to the
1.57% First Priority Senior Secured Notes due 2026.
Filed Herewith
4 .38
Second Supplemental Indenture, dated April 30, 2025, among Berry Global, Inc.,
Amcor plc, and U.S. Bank Trust Company, National Association, relating to the
4.875% First Priority Senior Secured Notes due 2026.
Filed Herewith
4 .39
Third Supplemental Indenture, dated April 30, 2025, between Berry Global, Inc.,
Amcor plc, Amcor Flexibles North America, Inc., Amcor Finance (USA), Inc.,
Amcor Group Finance plc, Amcor UK Finance plc and U.S. Bank Trust Company,
National Association, relating to the 1.65% First Priority Senior Secured Notes due
2027.
Filed Herewith
4 .40
Second Supplemental Indenture, dated April 30, 2025, between Berry Global, Inc.,
Amcor plc, Amcor Flexibles North America, Inc., Amcor Finance (USA), Inc.,
Amcor Group Finance plc, Amcor UK Finance plc and U.S. Bank Trust Company,
National Association, relating to the 1.50% First Priority Senior Secured Notes due
2027.
Filed Herewith
4 .41
Third Supplemental Indenture, dated April 30, 2025, between Berry Global, Inc.,
Amcor plc, Amcor Flexibles North America, Inc., Amcor Finance (USA), Inc.,
Amcor Group Finance plc, Amcor UK Finance plc and U.S. Bank Trust Company,
National Association, relating to the 5.50% First Priority Senior Secured Notes due
2028.
Filed Herewith
Exhibit
Description
Form of Filing
123
140
Annual Report FY25
4 .42
Third Supplemental Indenture, dated April 30, 2025, between Berry Global, Inc.,
Amcor plc, Amcor Flexibles North America, Inc., Amcor Finance (USA), Inc.,
Amcor Group Finance plc, Amcor UK Finance plc and U.S. Bank Trust Company,
National Association, relating to the 5.650% First Priority Senior Secured Notes
due 2034.
Filed Herewith
4 .43
Second Supplemental Indenture, dated April 30, 2025, between Berry Global, Inc.,
Amcor plc, Amcor Flexibles North America, Inc., Amcor Finance (USA), Inc.,
Amcor Group Finance plc, Amcor UK Finance plc and U.S. Bank Trust Company,
National Association, relating to the 5.800% First Priority Senior Secured Notes
due 2031.
Filed Herewith
4 .44
First Supplemental Indenture, dated April 30, 2025, among Amcor Flexibles North
America, Inc., Berry Global Group, Inc., Berry Global, Inc., and Deutsche Bank
Trust Company Americas, relating to the 4.800% Guaranteed Senior Notes due
2028, 5.100% Guaranteed Senior Notes due 2030 and 5.500% Guaranteed Senior
Notes due 2035.
Filed Herewith
4 .45
First Supplemental Indenture, dated April 30, 2025, among Amcor Group Finance
plc, Berry Global Group, Inc., Berry Global, Inc., and Deutsche Bank Trust
Company Americas, relating to the 5.450% Guaranteed Senior Notes due 2029.
Filed Herewith
4 .46
First Supplemental Indenture, dated April 30, 2025, among Amcor UK Finance
plc, Berry Global Group, Inc., Berry Global, Inc., and Deutsche Bank Trust
Company Americas, relating to the 3.950% Guaranteed Senior Notes due 2032.
Filed Herewith
4 .47
Second Supplemental Indenture, dated April 30, 2025, among Amcor Flexibles
North America, Inc., Berry Global Group, Inc., Berry Global, Inc., and Deutsche
Bank Trust Company Americas, relating to the 3.100% Guaranteed Senior Notes
due 2026.
Filed Herewith
4 .48
Second Supplemental Indenture, dated April 30, 2025, among Amcor Flexibles
North America, Inc., Berry Global Group, Inc., Berry Global, Inc., and Deutsche
Bank Trust Company Americas, relating to the 4.000% Guaranteed Senior Notes
due 2025, 2.630% Guaranteed Senior Notes due 2030 and 2.690% Guaranteed
Senior Notes due 2031.
Filed Herewith
4 .49
Second Supplemental Indenture, dated April 30, 2025, among Amcor UK Finance
plc, Berry Global Group, Inc., Berry Global, Inc., and Deutsche Bank Trust
Company Americas, relating to the 1.125% Guaranteed Senior Notes due 2027.
Filed Herewith
4 .50
Second Supplemental Indenture, dated April 30, 2025, among Amcor Finance
(USA), Inc., Berry Global Group, Inc., Berry Global, Inc., and Deutsche Bank
Trust Company Americas, relating to the 5.625% Guaranteed Senior Notes due
2033.
Filed Herewith
4 .51
Third Supplemental Indenture, dated April 30, 2025, among Amcor Flexibles
North America, Inc., as Substitute Issuer, Berry Global Group, Inc., Berry Global,
Inc., and Deutsche Bank Trust Company Americas, relating to the 3.625%
Guaranteed Senior Notes due 2026 and 4.500% Guaranteed Senior Notes due
2028.
Filed Herewith
4 .52
Indenture, by and between Berry Global Escrow Corporation and U.S. Bank Trust
Company National Association (as successor to U.S. Bank National Association),
as Trustee and Collateral Agent, relating to the 4.875% First Priority Senior
Secured Notes due 2026, dated June 5, 2019 (incorporated by reference to Exhibit
4.1 to Berry Global Group, Inc.'s Current Report on Form 8-K filed on June 6,
2019).
Incorporated by
Reference
4 .53
Supplemental Indenture, among Berry Global Group, Inc., Berry Global, Inc.,
Berry Global Escrow Corporation, each of the parties identified as a Subsidiary
Guarantor thereon, and U.S. Bank Trust Company National Association (as
successor to U.S. Bank National Association), as Trustee, relating to the 4.875%
First Priority Senior Secured Notes due 2026, dated July 1, 2019 (incorporated by
reference to Exhibit 4.1 to Berry Global Group, Inc.’s Current Report on Form 8-K
filed on July 2, 2019).
Incorporated by
Reference
4 .54
Indenture, among Berry Global, Inc., certain guarantors party thereto, U.S. Bank
Trust Company National Association (as successor to U.S. Bank National
Association), as Trustee and Collateral Agent, and Elavon Financial Services
DAC, as Paying Agent, Transfer Agent and Registrar, relating to the 1.00% First
Priority Senior Secured Notes due 2025 and 1.50% First Priority Senior Secured
Notes due 2027, dated January 2, 2020 (incorporated by reference to Exhibit 4.1 to
Berry Global Group, Inc’s Current Report on Form 8-K filed on January 2, 2020).
Incorporated by
Reference
Exhibit
Description
Form of Filing
124
141
Annual Report FY25
4 .55
Indenture among Berry Global, Inc., certain guarantors party thereto, U.S. Bank
Trust Company National Association (as successor to U.S. Bank National
Association), as Trustee and Collateral Agent, relating to the 1.57% First Priority
Senior Secured Notes due 2026, dated December 22, 2020 (incorporated by
reference to Exhibit 4.1 to Berry Global Group, Inc.’s Current Report on Form 8-K
filed on December 23, 2020).
Incorporated by
Reference
4 .56
First Supplemental Indenture, among Berry Global, Inc., certain guarantors party
thereto, U.S. Bank Trust Company National Association (as successor to U.S.
Bank National Association), as Trustee and Collateral Agent, relating to the 1.57%
First Priority Senior Secured Notes due 2026, dated March 4, 2021 (incorporated
by reference to Exhibit 4.1 to Berry Global Group,Inc.’s Current Report on Form
8-K filed on March 4, 2021).
Incorporated by
Reference
4 .57
Indenture, among Berry Global, Inc., certain guarantors party thereto, U.S. Bank
Trust Company National Association (as successor to U.S. Bank National
Association), as Trustee and Collateral Agent, relating to the 1.65% First Priority
Senior Secured Notes due 2027, dated June 14, 2021 (incorporated by reference to
Exhibit 4.1 to Berry Global Group, Inc.’s Current Report on Form 8-K filed on
June 14, 2021).
Incorporated by
Reference
4 .58
Indenture, among Berry Global, Inc., certain guarantors party thereto, U.S. Bank
Trust Company, National Association, as Trustee and Collateral Agent, relating to
the 5.50% First Priority Senior Secured Notes due 2028, dated March 30, 2023
(incorporated by reference to Exhibit 4.1 to Berry Global Group, Inc.’s Current
Report on Form 8-K filed on March 30, 2023).
Incorporated by
Reference
4 .59
Indenture, dated January 17, 2024, among Berry Global, Inc., certain guarantors
party thereto, U.S. Bank Trust Company, National Association, as Trustee and
Collateral Agent, relating to the 5.650% First Priority Senior Secured Notes due
2034, (incorporated by reference to Exhibit 4.1 to Berry Global Group, Inc.’s
Current Report on Form 8-K filed on January 17, 2024).
Incorporated by
Reference
4 .60
Indenture, dated May 28, 2024, among Berry Global, Inc., certain guarantors party
thereto, U.S. Bank Trust Company, National Association, as Trustee and Collateral
Agent, relating to the 5.800% First Priority Senior Secured Notes due 2031,
(incorporated by reference to Exhibit 4.1 to Berry Global Group, Inc.’s Current
Report on Form 8-K filed on May 28, 2024).
Incorporated by
Reference
4 .61
First Supplemental Indenture, dated March 5, 2025, between Berry Global, Inc.
and U.S. Bank Trust Company, National Association, relating to the 1.50% First
Priority Senior Secured Notes due 2027 (incorporated by reference to Exhibit 4.1
to Berry Global Group, Inc.'s Form 8-K filed on March 5, 2025).
Incorporated by
Reference
4 .62
Second Supplemental Indenture, dated March 5, 2025, between Berry Global, Inc.
and U.S. Bank Trust Company, National Association, relating to the 1.65% First
Priority Senior Secured Notes due 2027 (incorporated by reference to Exhibit 4.2
to Berry Global Group, Inc.'s Form 8-K filed on March 5, 2025).
Incorporated by
Reference
4 .63
Second Supplemental Indenture, dated March 5, 2025, between Berry Global, Inc.
and U.S. Bank Trust Company, National Association, relating to the 5.50% First
Priority Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.3
to Berry Global Group, Inc.'s Form 8-K filed on March 5, 2025).
Incorporated by
Reference
4 .64
First Supplemental Indenture, dated March 5, 2025, between Berry Global, Inc.
and U.S. Bank Trust Company, National Association, relating to the 5.800% First
Priority Senior Secured Notes due 2031 (incorporated by reference to Exhibit 4.4
to Berry Global Group, Inc.'s Form 8-K filed on March 5, 2025).
Incorporated by
Reference
4 .65
Second Supplemental Indenture, dated March 5, 2025, between Berry Global, Inc.
and U.S. Bank Trust Company, National Association, relating to the 5.650% First
Priority Senior Secured Notes due 2034 (incorporated by reference to Exhibit 4.5
to Berry Global Group, Inc.'s Form 8-K filed on March 5, 2025).
Incorporated by
Reference
10 .1
Amcor plc 2019 Omnibus Incentive Share Plan (incorporated by reference to
Exhibit 99.1 to Amcor plc’s Registration Statement on Form S-8 filed on July 22,
2019).*
Incorporated by
Reference
10 .2
Amcor Rigid Plastics Deferred Compensation Plan, as amended by that certain
First Amendment, dated December 11, 2014, that certain Second Amendment,
dated December 10, 2018 and that certain Third Amendment, dated December 16,
2019 (incorporated by reference to Exhibit 10.8 to Amcor plc's Form 10-K filed on
August 27, 2020).*
Incorporated by
Reference
Exhibit
Description
Form of Filing
125
142
Annual Report FY25
10 .3
Employment Agreement between Amcor Limited and Michael Casamento, dated
as of September 23, 2015 (incorporated by reference to Exhibit 10.4 to Amcor
plc’s Registration Statement on Form S-4 filed on March 12, 2019).*
Incorporated by
Reference
10 .4
Employment Agreement between Amcor Limited and Ian Wilson, dated as of
May 22, 2014 (incorporated by reference to Exhibit 10.5 to Amcor plc’s
Registration Statement on Form S-4 filed on March 12, 2019).*
Incorporated by
Reference
10 .5
Employment Agreement between Amcor Limited and Peter Konieczny, dated as of
September 17, 2009 (incorporated by reference to Exhibit 10.6 to Amcor plc’s
Registration Statement on Form S-4 filed on March 12, 2019).*
Incorporated by
Reference
10 .6
Employment Agreement between Amcor Limited and Eric Roegner, dated as of
August 28, 2018 (incorporated by reference to Exhibit 10.7 to Amcor plc’s
Registration Statement on Form S-4 filed on March 12, 2019).*
Incorporated by
Reference
10 .7
Form of Deed of Appointment (incorporated by reference to Exhibit 10.8 to
Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).*
Incorporated by
Reference
10 .8
Employment Agreement between Amcor Limited and Michael Zacka, dated as of
February 24, 2017 (incorporated by reference to Exhibit 10.24 to Amcor plc's
Form 10-K filed on August 24, 2021).*
Incorporated by
Reference
10 .9
Transition and Release Agreement between Amcor plc and Ronald Delia, dated as
of March 16, 2024 (incorporated by reference to Exhibit 10.1 to Amcor plc's Form
10-Q filed on May 1, 2024)*.
Incorporated by
Reference
10 .10
Interim CEO Letter Agreement between Amcor plc and Peter Konieczny, dated as
of March 16, 2024 (incorporated by reference to Exhibit 10.2 to Amcor plc's Form
10-Q filed on May 1, 2024)*.
Incorporated by
Reference
10 .11
CEO Letter Agreement between Amcor plc, Amcor Group GmbH, and Peter
Konieczny, dated as of September 4, 2024 (incorporated by reference to Exhibit
10.1 to Amcor plc's Form 8-K filed on September 4, 2024)*
Incorporated by
Reference
10 .12
Employment Agreement between Amcor Flexibles North America, Inc. and Fred
Stephan, dated as of June 21, 2019 (incorporated by reference to Exhibit 10.2 to
Amcor plc's Current Report on Form 8-K filed on September 5, 2024).*
Incorporated by
Reference
10 .13
Letter Agreement between Amcor Rigid Plastics USA Inc. and Eric Roegner,
effective as of January 1, 2025 (incorporated by reference to Exhibit 10.1 to
Amcor plc’s Current Report on Form 8-K filed on January 6, 2025).*
Incorporated by
Reference
10 .14
COO Letter Agreement between Amcor Flexibles North America, Inc. and Fred
Stephan, dated as of September 5, 2024 (incorporated by reference to Exhibit 10.1
to Amcor plc's Current Report on Form 8-K filed on September 5, 2024).*
Incorporated by
Reference
10 .15
Offer Letter between Amcor Group GmbH and Jean-Marc Galvez, dated as of
April 30, 2025 (incorporated by reference to Exhibit 10.1 to Amcor plc's Form 8-K
filed on April 30, 2025).*
Incorporated by
Reference
10 .16
Letter Agreement between Amcor Group GmbH and Peter Konieczny, dated as of
April 30, 2025 (incorporated by reference to Exhibit 10.2 to Amcor plc's Form 8-K
filed on April 30, 2025).*
Incorporated by
Reference
10 .17
Letter Agreement between Amcor Group GmbH and Michael Casamento, dated as
of April 30, 2025 (incorporated by reference to Exhibit 10.3 to Amcor plc's Form
8-K filed on April 30, 2025).*
Incorporated by
Reference
10 .18
Letter Agreement between Amcor Flexibles North America, Inc. and Fred
Stephan, dated as of April 30, 2025 (incorporated by reference to Exhibit 10.4 to
Amcor plc's Form 8-K filed on April 30, 2025).*
Incorporated by
Reference
10 .19
Five-Year Syndicated Facility Agreement, dated as of March 3, 2025, by and
among, Amcor plc, Amcor Pty Ltd, Amcor Finance (USA), Inc., Amcor UK
Finance plc and Amcor Flexibles North America, Inc., the lenders party thereto
and JPMorgan Chase Bank, N.A. ***
Incorporated by
Reference
10 .20
Berry Global Group, Inc. 2015 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.3 to Berry Global Group, Inc.’s Current Report on Form 8-
K filed on March 10, 2015).
Incorporated by
Reference
Exhibit
Description
Form of Filing
126
143
Annual Report FY25
10 .21
First Amendment to Berry Global Group, Inc. 2015 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Berry Global Group, Inc.’s
Current Report on Form 8-K filed on March 6, 2018).
Incorporated by
Reference
10 .22
Second Amendment to Berry Global Group, Inc. 2015 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.3 to Amcor plc's Registration Statement
on Form S-8 filed on May 7, 2025).
Incorporated by
Reference
10 .23
Separation and Distribution Agreement, dated February 6, 2024, by and among
Berry Global Group, Inc., Treasure Holdco, Inc. and Glatfelter Corporation
(incorporated by reference to Exhibit 2.2 to Berry Global Group, Inc.’s Current
Report on Form 8-K/A filed on February 12, 2024).
Incorporated by
Reference
10 .24
Tax Matters Agreement, dated February 6, 2024, by and among Berry Global
Group, Inc., Treasure Holdco, Inc. and Glatfelter Corporation (incorporated by
reference to Exhibit 10.1 to Berry Global Group, Inc.’s Current Report on Form 8-
K/A filed on February 12, 2024).
Incorporated by
Reference
10 .25
Employee Matters Agreement, dated February 6, 2024, by and among Berry
Global Group, Inc., Treasure Holdco, Inc. and Glatfelter Corporation (incorporated
by reference to Exhibit 10.2 to Berry Global Group, Inc.’s Current Report on Form
8-K/A filed on February 12, 2024).
Incorporated by
Reference
10 .26
First Amendment to the Employee Matters Agreement, dated July 8, 2024, by and
among Berry Global Group, Inc., Treasure Holdco, Inc. and Glatfelter Corporation
(incorporated by reference to Exhibit 10.46 to Berry Global Group, Inc.’s Annual
Report on Form 10-K filed on November 26, 2024).
Incorporated by
Reference
10 .27
Second Amendment to the Employee Matters Agreement, dated September 25,
2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc. and
Glatfelter Corporation (incorporated by reference to Exhibit 10.47 to Berry Global
Group, Inc.’s Annual Report on Form 10-K filed on November 26, 2024).
Incorporated by
Reference
10 .28
Third Amendment to the Employee Matters Agreement, dated October 24, 2024,
by and among Berry Global Group, Inc., Treasure Holdco, Inc. and Glatfelter
Corporation (incorporated by reference to Exhibit 10.48 to Berry Global Group,
Inc.’s Annual Report on Form 10-K filed on November 26, 2024).
Incorporated by
Reference
10 .29
Fourth Amendment to the Employee Matters Agreement, dated November 1, 2024,
by and among Berry Global Group, Inc., Treasure Holdco, Inc. and Glatfelter
Corporation (incorporated by reference to Exhibit 10.49 to Berry Global Group,
Inc.’s Annual Report on Form 10-K filed on November 26, 2024).
Incorporated by
Reference
19
Insider Share Trading Policy
Filed Herewith
21
Subsidiaries of Amcor plc.
Filed Herewith
22
Subsidiary Guarantors and Issuers of Guaranteed Securities.
Filed Herewith
23
Consent of PricewaterhouseCoopers AG as auditors for the financial statements of
Amcor plc.
Filed Herewith
31 .1
Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under
the Securities Exchange Act of 1934, as amended.
Filed Herewith
31 .2
Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under
the Securities Exchange Act of 1934, as amended.
Filed Herewith
32
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of
2002.
Furnished Herewith
97
Amcor plc Compensation Recovery Policy (incorporated by reference to Exhibit
97 to Amcor plc's Form 10-K filed on August 16, 2024).
Incorporated by
Reference
101 .INS
Inline XBRL Instance Document - the instance document does not appear in the
Interactive Data file because its XBRL tags are embedded within the Inline XBRL
document.
Filed Electronically
101 .SCH
Inline XBRL Taxonomy Extension Schema Document.
Filed Electronically
101 .CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
Filed Electronically
101 .DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
Filed Electronically
101 .LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
Filed Electronically
Exhibit
Description
Form of Filing
127
144
Annual Report FY25
101 .PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
Filed Electronically
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Exhibit 101).
Filed Electronically
Exhibit
Description
Form of Filing
* This exhibit is a management contract or compensatory plan or arrangement.
**Certain provisions of this Exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K. Amcor agrees to furnish
supplementally to the SEC or its staff an unredacted copy of this Exhibit upon request.
***Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to
supplementally furnish copies of any omitted schedules and exhibits to the Securities and Exchange Commission upon request.
Item 16. - Form 10-K Summary
None.
128
145
Annual Report FY25
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMCOR PLC
By
/s/ Michael Casamento
By
/s/ Julie Sorrells
Michael Casamento, Executive Vice President and
Chief Financial Officer (Principal Financial Officer)
Julie Sorrells, Vice President & Corporate Controller
(Principal Accounting Officer)
August 15, 2025
August 15, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Michael Casamento
/s/ Julie Sorrells
Michael Casamento, Executive Vice President and
Chief Financial Officer (Principal Financial Officer)
Julie Sorrells, Vice President & Corporate Controller
(Principal Accounting Officer)
August 15, 2025
August 15, 2025
/s/ Peter Konieczny
/s/ Lucrèce Foufopoulos-De Ridder
Peter Konieczny, Director and Chief Executive
Officer (Principal Executive Officer)
Lucrèce Foufopoulos-De Ridder, Director
August 15, 2025
August 15, 2025
/s/ Graeme Liebelt
/s/ Graham Chipchase
Graeme Liebelt, Director and Chairman
Graham Chipchase, Director
August 15, 2025
August 15, 2025
/s/ Nicholas (Tom) Long
/s/ Jonathan F. Foster
Nicholas (Tom) Long, Director
Jonathan F. Foster, Director
August 15, 2025
August 15, 2025
/s/ Stephen E. Sterrett
/s/ Susan Carter
Stephen E. Sterrett, Director
Susan Carter, Director
August 15, 2025
August 15, 2025
/s/ Achal Agarwal
/s/ James T. Glerum, Jr.
Achal Agarwal, Director
James T. Glerum, Jr., Director
August 15, 2025
August 15, 2025
/s/ Jill A. Rahman
Jill A. Rahman, Director
August 15, 2025
129
146
Annual Report FY25
Schedule II - Valuation and Qualifying Accounts and Reserves
($ in millions)
Reserves for Credit Losses, Sales Returns, Discounts, and Allowances:
Year ended June 30,
Balance at
Beginning of the
Year
Additions
Charged to
Profit and Loss
Write-offs
Foreign
Currency
Impact and
Other (1)
Balance at End
of the Year
2025
$
24 $
4 $
(5) $
11 $
34
2024
21
7
(3)
(1)
24
2023
25
3
(8)
1
21
(1)
Foreign Currency Impact and Other includes reserve accruals related to acquisitions. Fiscal year 2025 includes $10 million impact
from the Merger.
130
147
Annual Report FY25
Other
information
148
Annual Report FY25
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
Unless otherwise indicated, references to “Amcor,” the
“Company,” “we,” “our,” and “us” in this document refer to
Amcor plc and its consolidated subsidiaries. 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
or if any of them do occur, what impact they will have on the
business, results of operations or financial condition of Amcor.
Should any risks and uncertainties develop into actual events,
these developments could have a material adverse effect
on Amcor’s business, including the ability to successfully
realize the expected benefits of the merger of Amcor and
Berry Global Group, Inc. Risks and uncertainties that could
cause actual results to differ from expectations include,
but are not limited to: risks arising from the integration of
the Amcor and Berry Global Group, Inc., (“Berry Global”)
businesses as a result of the merger completed on April 30,
2025 (the “Transaction”); risk of continued substantial and
unexpected costs or expenses resulting from the Transaction;
risk that the anticipated benefits of the Transaction may not
be realized when expected or at all; risk that the Company’s
significant indebtedness may limit its flexibility and increase
its borrowing costs; risk that the merger-related tax liabilities
could have a material impact on the Company’s financial
results; changes in consumer demand patterns and customer
requirements in numerous industries; risk of loss of key
customers, a reduction in their production requirements, or
consolidation among key customers; significant competition
in the industries and regions in which we operate; an inability
to expand our current business effectively through either
organic growth, including product innovation, investments,
or acquisitions; challenging global economic conditions;
impacts of operating internationally; price fluctuations or
shortages in the availability of raw materials, energy and other
inputs, which could adversely affect our business; production,
supply, and other 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, develop, and retain our skilled workforce
and manage key transitions; labor disputes and an inability to
renew collective bargaining agreements at acceptable terms;
physical impacts of climate change; significant disruption
at key manufacturing facilities; cybersecurity risks, which
could disrupt our operations or risk of loss of our sensitive
business information; failures or disruptions in our information
technology systems which could disrupt our operations,
compromise customer, employee, supplier, and other data;
rising interest rates that increase our borrowing costs on our
variable rate indebtedness and could have other negative
impacts; 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;
an inability of our insurance policies, including our use of a
captive insurance company, to provide adequate protection
against all of the key operational risks we face; an inability to
defend our intellectual property rights or intellectual property
infringement claims against us; litigation, including product
liability claims or litigation related to Environmental, Social,
and Governance (“ESG”) matters, or regulatory developments;
increasing scrutiny and changing expectations from investors,
customers, suppliers, and governments with respect to our
ESG practices and commitments resulting in additional costs
or exposure to additional risks; changing ESG government
regulations including climate-related rules; changing
environmental, health, and safety laws; changes in tax laws
or changes in our geographic mix of earnings; and changes in
trade policy, including tariff and custom regulations or failing
to comply with such regulations. These risks and uncertainties
are supplemented by those identified from time to time in
our filings with the Securities and Exchange Commission (the
“SEC”), including without limitation, those described under
Part I, “Item 1A – Risk Factors” in our Annual Report on Form
10-K for the Fiscal Year ended June 30, 2025, and as updated
by our 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.
149
Annual Report FY25
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, net debt and
synergies from the merger. 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; pension settlements;
impairments in goodwill and equity method investments;
material acquisition compensation and transaction costs
such as due diligence expenses, professional and legal fees,
financing-related expenses; 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, certain tax-related events,
and difficulty in making accurate forecasts and projections
in connection with the legacy Berry Global business given
recency of access to all relevant information. 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.
Other information
continued
150
Annual Report FY25
RECONCILIATION OF ADJUSTED EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND
AMORTIZATION (EBITDA), EARNINGS BEFORE INTEREST AND TAX (EBIT), NET INCOME,
EARNINGS PER SHARE (EPS) AND FREE CASH FLOW
Reconciliation of Non-GAAP measures
(1) Calculation of diluted EPS for the twelve months ended June 30, 2025, excludes net income attributable to shares to be repurchased under forward contracts of $1 million. Calculation of
diluted EPS for the twelve months ended June 30, 2024, excludes net income attributable to shares to be repurchased under forward contracts of $3 million. For Fiscal 2025, the sum of
quarters do not equal the total year amount due to the impact of changes in average quarterly shares outstanding.
(2) Fiscal 2025 primarily includes restructuring and other costs related to the integration of the acquired Berry business, and costs attributable to group-wide initiatives to partly offset
divested earnings from the Russian business.
(3) Additional amortization incurred on inventories in connection with the Berry acquisition.
(4) Amortization of acquired intangible assets from business combinations.
(5) Reflects the impact of acquired, disposed and ceased operations.
Twelve Months Ended June 30, 2024
Twelve Months Ended June 30, 2025
($ million)
EBITDA
EBIT
Net
income
EBIT (Diluted
US cents)(1)
EBITDA
EBIT
Net
income
EBIT (Diluted
US cents)(1)
Net income attributable to Amcor
730
730
730
50.5
511
511
511
32.0
Net income attributable to non-controlling interests
10
10
7
7
Tax expense
163
163
135
135
Interest expense, net
310
310
347
347
Depreciation and amortization
569
710
EBITDA, EBIT, Net income and EPS
1,782
1,213
730
50.5
1,710
1,000
511
32.0
Impact of highly inflationary accounting
53
53
53
3.7
16
16
16
1.0
Restructuring and other related activities, net(2)
97
97
97
6.7
64
64
64
4.0
Berry Transaction & Integration
–
–
–
–
202
202
217
13.6
Merger-related compensation
–
–
–
–
41
41
41
2.6
CEO transition costs
8
8
8
0.6
–
–
–
–
Inventory step-up amortization(3)
–
–
–
–
133
133
133
8.3
Other
22
22
22
1.5
21
21
21
1.3
Amortization of acquired intangibles(4)
167
167
11.6
246
246
15.4
Tax effect of above items
(62)
(4.4)
(113)
(7.0)
Adjusted EBITDA, EBIT, Net income and EPS
1,962
1,560
1,015
70.2
2,186
1,723
1,136
71.2
Reconciliation of adjusted growth to constant currency growth
% growth – Adjusted EBITDA, EBIT, Net income and EPS
11
11
12
1
% currency impact
1
1
1
1
% constant currency growth
13
12
13
3
% constant currency made up of:
% items affecting comparability(5)
14
13
12
1
% from all other sources
(1)
(1)
2
2
Adjusted EBITDA
1,962
2,186
Interest paid, net
(295)
(290)
Income tax paid
(253)
(286)
Purchase of property, plant and equipment and
other intangible assets
(492)
(580)
Proceeds from sales of property, plant and
equipment and other intangible assets
39
18
Movement in working capital
(15)
34
Other
6
(156)
Adjusted Free Cash Flow
952
926
151
Annual Report FY25
Reconciliation of adjusted EBIT by reporting segment
(1) Fiscal 2025 primarily includes restructuring and other costs related to the integration of the acquired Berry business, and costs attributable to group-wide initiatives to partly offset
divested earnings from the Russian business.
(2) Additional amortization incurred on inventories in connection with the Berry acquisition.
(3) Amortization of acquired intangible assets from business combinations.
(4) Reflects the impact of acquired, disposed and ceased operations.
Twelve Months Ended June 30, 2024
Twelve Months Ended June 30, 2025
($ million)
Global
Flexible
Packaging
Solutions
Global
Rigid
Packaging
Solutions
Other
Total
Global
Flexible
Packaging
Solutions
Global
Rigid
Packaging
Solutions
Other
Total
Net income attributable to Amcor
730
511
Net income attributable to non-controlling interests
10
7
Tax expense
163
135
Interest expense, net
310
347
EBIT
1,147
185
(119)
1,213
1,162
180
(342)
1,000
Impact of highly inflationary accounting
–
53
–
53
5
11
–
16
Restructuring and other related activities, net(1)
79
18
–
97
63
1
–
64
Berry Transaction & Integration
–
–
–
–
18
11
173
202
Merger-related compensation
–
–
–
–
–
–
41
41
CEO transition costs
–
–
8
8
–
–
–
–
Inventory step-up amortization(2)
–
–
–
–
27
106
–
133
Other
5
–
17
22
12
(4)
13
21
Amortization of acquired intangibles(3)
164
3
–
167
172
70
4
246
Adjusted EBIT
1,395
259
(94)
1,560
1,458
375
(110)
1,723
Adjusted EBIT / Sales %
13.5%
7.8%
–
11.4%
13.4
9.1%
–
11.5%
Reconciliation of adjusted growth to constant currency growth
% growth – Adjusted EBIT
5
45
–
11
% currency impact
1
3
–
1
% constant currency growth
5
47
–
12
% constant currency made up of:
% items affecting comparability(4)
3
57
–
13
% from all other sources
2
(10)
–
(1)
($ million)
June 30, 2024
June 30, 2025
Cash and cash equivalents
(588)
(827)
Short-term debt
84
116
Current portion of long-term debt
12
141
Long-term debt excluding current portion
6,603
13,841
Net debt
6,111
13,271
Reconciliation of net debt
152
Annual Report FY25
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,
Channel Islands
Jersey Registered
Company Number: 126984,
Australian Registered
Body Number (ARBN):
630 385 278