AMCR Amcor PLC - 10-K

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)

Net sales

Cost of sales

Gross profit

Operating expenses:

Selling, general, and administrative expenses

Amortization of acquired intangible assets

Research and development expenses

Restructuring, transaction and integration expenses, net

Other income/(expenses), net

Operating income

Interest income

Interest expense

Other non-operating income/(expenses), net

Income before income taxes and equity in income/(loss) of affiliated companies

Income tax expense

Equity in income/(loss) of affiliated companies, net of tax

Net income

Net income attributable to non-controlling interests

Net income attributable to Amcor plc

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

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.

Results of Operations

Consolidated Results of Operations

($ in millions, except per share data)

Net sales

Operating income

Operating income as a percentage of net sales

Net income attributable to Amcor plc

Diluted Earnings Per Share

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)

Net sales

Adjusted EBIT

Adjusted EBIT as a percentage of net sales

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%.

Global Rigid Packaging Solutions Segment

($ in millions)

Net sales

Adjusted EBIT

Adjusted EBIT as a percentage of net sales

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)

Gross profit

Gross profit as a percentage of net sales

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)

SG&A expenses

SG&A expenses as a percentage of net sales

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)

Amortization of acquired intangible assets

Amortization of acquired intangible assets as a percentage of net sales

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)

Research and development expenses

Research and development expenses as a percentage of net sales

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.

Consolidated Restructuring, Transaction and Integration Expenses, Net

($ in millions)

Restructuring, transaction and integration expenses, net

Restructuring, transaction and integration expenses, net, as a percentage of net sales

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)

Other income/(expenses), net

Other income/(expenses), net as a percentage of net sales

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)

Interest income

Interest income as a percentage of net sales

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)

Interest expense

Interest expense as a percentage of net sales

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)

Income tax expense

Effective tax rate

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.

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)

Net income attributable to Amcor plc, as reported

Add: Net income attributable to non-controlling interests

Net income

Add: Income tax expense

Add: Interest expense

Less: Interest income

EBIT

Add: Amortization of acquired intangible assets from business combinations (1)

Add: Impact of hyperinflation (2)

Add: Transaction and integration (3)

Add: Property and other losses, net (4)

Add/(Less): Restructuring and other related activities, net (5)

Add: CEO transition costs (6)

Add: Inventory step-up amortization (7)

Add: Accelerated merger-related compensation (8)

Add: Other (9)

Adjusted EBIT

Less: Interest expense

Add: Adjustments to interest expense (10)

Less: Income tax expense

Less: Adjustments to income tax expense (11)

Add: Interest income

Less: Net income attributable to non-controlling interests

Adjusted net income

(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

Short-term debt

Long-term debt, less current portion

Total debt

Less cash and cash equivalents

Net debt

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

Subsidiary guarantors:

Amcor Flexibles North America

Missouri, USA

Amcor UK

United Kingdom

AFUI

Delaware, USA

AGF

United Kingdom

Berry Global

Delaware, USA

Berry Global Group, Inc.

Delaware, USA

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.

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

Net sales - to subsidiaries outside the Obligor Group

Total net sales

Gross profit

Net income (1)

Net income attributable to non-controlling interests

Net income attributable to Obligor Group

(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

Current assets - due from subsidiaries outside the Obligor Group

Total current assets

Non-current assets - external

Non-current assets - due from subsidiaries outside the Obligor Group

Total non-current assets

Total assets

Liabilities

Current liabilities - external

Current liabilities - due to subsidiaries outside the Obligor Group

Total current liabilities

Non-current liabilities - external

Non-current liabilities - due to subsidiaries outside the Obligor Group

Total non-current liabilities

Total liabilities

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)

Net cash provided by operating activities

Net cash used in investing activities

Net cash (used in)/provided by financing activities

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.

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.

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

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.

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

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

+25 basis points

4.65 percent (current assumption)

5.84 percent (current assumption)

-25 basis points

-25 basis points

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

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.