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What changed in Amcor's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Amcor's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+347 added−305 removedSource: 10-K (2025-08-15) vs 10-K (2024-08-16)

Top changes in Amcor's 2025 10-K

347 paragraphs added · 305 removed · 216 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest change(f/k/a Alcoa Inc.) 2006 to 2018 Fred Stephan (59) President, Amcor Flexibles North America 2019 to present President, Bemis North America 2017 to 2019 Senior VP and General Manager of the Insulation Systems - Johns Manville 2011 to 2017 Ian Wilson (66) Executive VP, Strategy and Development 2000 to present Michael Zacka (57) President, Amcor Flexibles Europe, Middle East and Africa 2021 to present President, Amcor Flexibles Asia Pacific and Chief Commercial Officer 2017 to 2021 Tetra Pak Global Leadership Team 1996 to 2017 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.
Biggest changeName (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.
We 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.
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.
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. 11
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. 12
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 true culture of care and an injury-free Amcor.
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 Environment, Health, and Safety ("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 health and safety performance and compliance with our global EHS standards.
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 believe there will always be a role for the primary packaging we produce to preserve food, beverages, and healthcare products, 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 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.
In addition, these laws and regulations are constantly changing, and we cannot always anticipate these changes. Refer to Note 19, "Contingencies and Legal Proceedings," of the notes to consolidated financial statements for information about legal proceedings.
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.
Sustainability and Innovation Sustainability is comprehensively embedded across our business, from the investments we are making in packaging innovation and design, to our global collaboration strategy, to the work we undertake within our own operations and with our upstream and downstream partners to develop a more responsible packaging value chain.
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.
Raw Materials Polymer resins and films, paper, 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.
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.
Competitors include AptarGroup, Inc., Ball Corporation, Berry Global Group, 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, Silgan Holdings Inc., and Sonoco Products Company, and a variety of privately held companies. 6 Backlog Working capital fluctuates throughout the year in relation to business volume and other marketplace conditions.
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. 8 Backlog Working capital fluctuates throughout the year in relation to business volume and other marketplace conditions.
For a more detailed description of the various laws and regulations that affect our business, see "Item 1A. - Risk Factors." Seasonal Factors Our business and operations of each of the reportable segments is 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.
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.
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 a thousand United States and other country patents and patent applications that relate to our products, manufacturing processes, and equipment.
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 m ore than 5,000 United States and other country patents and patent applications that relate to our products, manufacturing processes, and equipment.
We are highly regarded for our innovation capabilities and have more than a thousand active patents, 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 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 believe our commitment to responsible packaging is integral to our success. Our responsible packaging solutions address both how the product is made, as well as what happens after the consumer uses it, offering a wide variety of options to advance sustainability while meeting our customers’ specific packaging needs.
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.
These partnerships enable us to learn, experience other perspectives, share our expertise, and expand our innovation. With our 7 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.
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.
Research and Development 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. 8 Human Capital Management Overview Amcor’s aspiration is to be ‘THE leading global packaging company'.
Research and Development 9 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.
As of June 30, 2024, approximately 3% of our employees were working under expired contracts and approximately 20% were covered under collective bargaining agreements that expire within one year. Health and Safety Safety is a core value at Amcor, as well as an integral component in our global Health and Safety programs.
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.
Our global product innovation and sustainability expertise enable us to solve packaging challenges around the world every day, producing a range of flexible packaging, rigid packaging, cartons, and closures, that are more functional, appealing, and cost effective for our customers and their consumers and importantly, more sustainable for the environment.
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.
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, including increasing recycling and reuse and reducing our environmental impacts. We also partner with non-governmental organizations, promising startups, and cross-industry initiatives and bodies.
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.
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. Segment Information Accounting Standards Codification ("ASC") 280, "Segment Reporting," establishes the standards for reporting information about segments in financial statements.
Long-term value creation has been strong and consistent 6 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.
Our technically trained sales force is supported by product development engineers, design technicians, field service technicians, and customer service teams. 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.
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.
In applying the criteria set forth in ASC 280, we have determined we have two reportable segments, Flexibles and Rigid Packaging. The reportable segments produce flexible packaging, rigid packaging, specialty cartons, and closure products, which are sold to customers participating in a range of attractive end use areas throughout Europe, North America, Latin America, Africa, and the Asia Pacific regions.
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.
Rigid Packaging Segment Our Rigid Packaging Segment manufactures rigid packaging containers and related products in the Americas. As of June 30, 2024, the Rigid Packaging Segment employed approximately 5,000 employees at 52 significant manufacturing and support facilities in 11 countries. In fiscal year 2024, Rigid Packaging accounted for approximately 24% of consolidated net sales.
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.
With approximately 35,000 employees at 160 significant manufacturing and support facilities in 36 countries as of June 30, 2024, the Flexibles Segment is one of the world's largest suppliers of polymer resin, aluminum, and fiber based flexible packaging. In fiscal year 2024, Flexibles accounted for approximately 76% of consolidated net sales.
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.
Sustainability is comprehensively embedded across our business and is one of our most important and exciting opportunities for growth. For years, Amcor has been an industry leader in driving progress toward a circular economy for packaging.
We believe this commitment is integral to our success and offers important and exciting opportunities for growth. 7 For years, Amcor has been an industry leader in driving progress toward a circular economy for packaging.
The new targets build on years of progress under our EnviroAction program. We also submitted our long-term net-zero science-based targets in fiscal year 2024 and expect they will be validated by the Science Based Targets Initiative in calendar year 2024.
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.
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.
We consider ourselves to be a significant participant in the markets in which we operate.
Differentiated, Responsible Packaging Solutions 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.
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.
Today, we are a global leader in developing and producing responsible packaging solutions across a variety of materials for food, beverage, pharmaceutical, medical, home and personal-care, and other products.
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.
We provide targeted training across the globe to reinforce our commitment to ethics and drive adherence to the national laws in each country in which we operate. 10 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.
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. 11 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.
Innovation is central to Amcor’s approach to sustainability and we spend approximately $100 million a year on research and development ("R&D"), not including ongoing investment in incremental continuous improvements.
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 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, over a thousand Amcor R&D professionals and engineers are constantly innovating across new materials, formats, functions, and technologies.
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.
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.
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.
We aspire to improve the quality of lives, protect ecosystems, and preserve natural resources for future generations by offering a unique range of responsible packaging solutions, leveraging our global scale, reach, and expertise to meet our customers’ growing sustainability expectations.
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.
To support our ongoing process toward achieving science-based targets, we have developed a decarbonization strategy which focuses on five key GHG emission levers: renewable electricity, supply chain footprint reduction, recycled materials, product redesign, and operational efficiency.
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 have a range of executive development, leadership training, education, and awareness programs to help employees progress across all functions and experience levels. Examples of these global leadership programs include our Executive Development program (“EDP”) which targets our most senior leaders and provides them an immersive experience in strategy development and strategic talent management.
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.
Our values of Safety, Integrity, Collaboration, Accountability, and Results and Outperformance guide our behavior, driving our winning aspiration to be THE leading global packaging company. Shareholder value creation Through our portfolio of focused businesses and differentiated capabilities, we generate strong cash flow and redeploy cash to consistently create superior value for shareholders.
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.
Expertise across Packaging Materials We believe that 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.
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.
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We continue making progress toward these commitments and leading in the development of a responsible packaging value chain through our innovations and partnerships. We have identified a clear path to meeting our sustainability ambitions and those of our customers by focusing on the three elements of responsible packaging – product innovation, consumer participation, and waste management infrastructure.
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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.
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For more information, see "Sustainability and Innovation” in this section. Business Strategy Strategy Our business strategy consists of three components: a focused portfolio, differentiated capabilities, and our aspiration to be THE leading global packaging company. To fulfill our aspiration, we are determined to win for our customers, employees, shareholders, and the environment.
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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.
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Focused portfolio Our portfolio of businesses share certain important characteristics: • A focus on primary packaging for fast-moving consumer goods and industrial applications, • good industry structure, • attractive relative growth, and 5 • multiple paths for us to win through our leadership position, scale, and ability to differentiate our product offering through innovation.
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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.
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These criteria have led us to the focused portfolio of strong businesses we have today across: flexible and rigid packaging, specialty cartons, and closures. Differentiated capabilities "The Amcor Way" describes the capabilities deployed consistently across Amcor that enable us to get leverage across our portfolio: Talent, Commercial Excellence, Operational Leadership, Innovation, and Cash and Capital Discipline.
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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 .
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The nature of our consumer and healthcare end markets means that, over time, volatility should be relatively low, measured on a constant currency basis.
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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.
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Refer to Note 20, "Segments," of the notes to consolidated financial statements for financial information about reportable segments. Flexibles Segment Our Flexibles Segment develops and supplies flexible packaging globally.
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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.
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In January 2022, we further increased our ambition by committing to set science-based targets to reduce GHG emissions and achieve net zero emissions by 2050. We submitted our near-term science-based targets in fiscal year 2023, and they were validated by the Science Based Targets initiative in fiscal year 2024.
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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".
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With our global scale, deep industry experience, and strong capabilities, we believe that we are uniquely positioned to lead the way in the design and development of more sustainable packaging, and this is one of the most important and exciting growth opportunities for Amcor.
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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.
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Our people are core to the achievement of our aspiration. We believe we are winning for our people when they feel safe, engaged, and are developing as part of a high-performing, global team. We strive to build an outperformance culture in which we consistently deliver results and strive to surpass expectations.
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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.
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At Amcor, we are stronger because of the diverse strengths, styles, cultures, and experiences of our people. We aim to create inclusive working environments to ensure each colleague feels valued, treated with respect, encouraged to speak, and empowered to be their best.
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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.
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As of June 30, 2024, we had approximately 41,000 employees, including part-time and temporary workers, worldwide, with approximately 31% located in North America, 29% located in Europe, 21% located in Latin America, and 19% located in the Asia Pacific region. Collective bargaining agreements cover approximately 43% of our workforce.
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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.
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During fiscal year 2024, we reduced the number of injuries by 12% and 73% of our sites were injury-free.
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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.
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Our Total Recordable Incident Rate ("TRIR") which is an annual rate of workplace injuries that we use to track our safety efforts, was 0.27 in fiscal year 2024, an improvement over fiscal year 2023 and reflecting a better performance than the industry average.
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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.
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Talent Management and Development At Amcor, we are dedicated to attracting, developing, engaging, and retaining the best talent to deliver our 'Winning Aspiration' and ensure a strong succession pipeline for the future.
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We plan to submit the updated targets to the Science Based Targets initiative for validation in early fiscal year 2026.
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Our fiscal years' 2023-2027 Human Capital Strategy is focused on ensuring that we have the right people in the right jobs at the right time to drive our growth agenda. We recognize that we grow our business by developing our people and placing people at the center of what we do.
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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.
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Our HR Strategy aims to create an exceptional employee experience through a range of ongoing initiatives focused on talent. We continue to focus on attracting, developing, engaging, and retaining the best talent and strengthening the Company’s succession pipeline for the future. Supported by our employment value proposition, we also undertake a variety of recruitment strategies to attract top talent.
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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.
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We also have our Senior Leader Development program ("SLDP") focusing on developing strategic management skills and inclusive leadership. Additionally, we also deploy systems and processes to ensure our people have clear goals and are empowered to achieve them.
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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.
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Through performance management, we align these goals to business targets, providing line of sight so each employee understands how they contribute to our success. Through formal reviews, performance coaching, and feedback, our leaders implement a rigorous cycle to foster talent.
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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 approximatel y 77,000 employees globally, including part-time and temporary workers.
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Diversity, Equity & Inclusion ("DE&I") At Amcor, we’re committed to providing an inclusive environment that empowers us to achieve our full potential. Becoming THE leading global packaging company requires us to create a culture in which everyone feels encouraged to speak and compelled to listen. 9 Amcor values the diverse experience, strengths, styles, nationalities, and cultures of all our people.
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The regional breakdown is approximat ely 38% in North America, 35% in Europe, Middle East, and Africa, 12% in Latin America, and 15% in the Asia Pacific regi on. Approximately 37% of our workforce is covered by collective bargaining agreements.
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Our diversity, equity, and inclusion strategy is based on four key pillars: Talent - Supporting the growth and diversification of our talent through mentoring and our hiring practices. Under the Talent Pillar, the Amcor Leadership Mentoring Program is ongoing for the second year.
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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.
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The program aims to develop emerging female talent by connecting them with senior leaders as well as through workshops and networking opportunities. In addition, we are working towards diversifying our global talent pool by reducing unconscious bias from talent attraction and development through a number of initiatives. Community - Promoting our employee resource groups and local grassroots plant initiatives.
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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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

73 edited+41 added−21 removed115 unchanged
Biggest changePhysical 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.
Biggest changeAdditionally, 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.
Failure to do so could result in 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.
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.
Insurance — Our insurance policies, including our use of a captive insurance company, may not provide adequate protection against all of the 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.
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.
In addition, we may be adversely impacted by certain tax policy efforts, including any tax law 22 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.
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.
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 17 destruction, or catastrophic events.
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.
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. 19 We have been subject to the requirements of Section 404 of the Sarbanes-Oxley Act ("SOX") since fiscal year 2020.
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.
We may not prevail in any such litigation, and if we are unsuccessful, we may not be able to obtain any necessary 20 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.
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.
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 the senior secured credit facilities may be unwilling or unable to fund a borrowing request, and we may not be able to replace such lender.
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.
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. Competition — We face significant competition in the industries and regions in which we operate, which could adversely affect our business.
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. 15 Competition — We face significant competition in the industries and regions in which we operate, which could adversely affect our business.
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. Health Crises — Our business and operations may be adversely affected by pandemics, epidemics, or other disease outbreaks.
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. 18 Health Crises — Our business and operations may be adversely affected by pandemics, epidemics, or other disease outbreaks.
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 intangible assets, which could have a material adverse effect on our business, financial condition, and results of operations.
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.
In addition, our information systems rely on internal information technology systems and third-party systems, including cloud solutions, which require different 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.
In addition, our information systems rely on internal information technology systems and third-party systems, including cloud solutions, which require different 20 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.
If we are unable to detect the infringement of our intellectual property or to enforce 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.
If we are unable to detect the infringement of our intellectual property or to enforce 22 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.
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 15 replacement to fulfill that party’s obligations or, alternatively, fulfill those obligations ourselves, which may be more expensive.
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.
Credit rating agencies rate our debt securities 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.
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.
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.
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.
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 to address 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 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.
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, changes in consumer preferences could have a material adverse effect on our business, financial condition, results of operations, or cash flows.
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.
The first component of the Pillar Two rule applies 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.
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.
Current and future unrest in regions where we operate, and political developments, could have a material impact on our financial condition. 13 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.
Current and future unrest in regions where we operate, and political developments, could have a material impact on our financial condition. 16 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.
The captive insurance company 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.
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.
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. 23 Item 1B. - Unresolved Staff Comments None.
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. 26 Item 1B. - Unresolved Staff Comments None.
In addition, continued increases in interest rates could reduce the attractiveness of 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 13, "Debt," of the notes to consolidated financial statements for information about our variable rate borrowings.
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.
Our desire to maintain the Company's investment grade rating may also cause us to take certain actions designed to improve our cash flow, including sale of assets, suspension or reduction of our dividend, or share buybacks, and reductions in capital expenditures and working capital. Refer to Item 7.
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.
Increased environmental legislation or regulation, including regulations related to extended producer responsibility ("EPR"), could result in higher costs for us in the form of 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.
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.
Operational EHS Risks — We are subject to costs and liabilities related to environment, health and safety ("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.
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.
While we believe we are in compliance with existing regulations, the cost of compliance in the future to modify our products may be significant and adversely impact our financial position, results of operations, and cash flows.
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.
ESG Practices — Increasing scrutiny and changing 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 increased scrutiny from investors, customers, suppliers, governments, and other stakeholders on corporate ESG practices.
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.
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 21 packaging materials.
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.
Recent global economic challenges, including the conflict between Russia and Ukraine, the Middle East conflict, increasing tensions between China and Taiwan, and relatively high inflation and interest rates, may continue to put pressure on our business.
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.
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, which could have a material impact on our business, financial condition, results of operations, or cash flows.
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.
Geopolitical turmoil, 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 an increase in work-from-home arrangements heighten the risk of cyber-attacks.
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.
Additionally, we have pursued growth through acquisitions, 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.
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.
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, credit and capital market disruption which could impact our ability to obtain financing, increase in interest rates, and adverse foreign exchange impacts.
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.
We have operations throughout the world, including facilities in emerging markets. In fiscal year 2024, approximately 73% of our sales revenue came from developed markets and 27% came from emerging markets. We expect to continue to expand our operations in the future, including in the emerging markets.
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.
Howe ver, our ESG practices may not meet the standards of all of our stakeholders, and advocacy groups may campaign for further changes. Many of our large, global customers are also committing to long-term targets to reduce greenhouse gas emissions within their supply chains.
Howe ver, 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.
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.
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. 23 ESG Regulations — Changing and emerging ESG government regulations, including climate-related rules, may adversely affect our company.
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.
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. 21 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.
ESG Regulations — Changing 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.
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.
As of June 30, 2024, we had $6.7 billion of debt outstanding, including borrowings of $1.4 billion under revolving credit facilities in an aggregate principal amount of $3.8 billion, and we are not restricted in incurring, and may incur, additional indebtedness in the future.
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.
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.
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.
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.
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. 25 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.
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.
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.
Attracting, Motivating, and Retaining Skilled Workforce and Managing Key Transitions — If we are unable to attract, motivate, and retain our global executive management team and our other skilled workforce, and manage key transitions, we may be adversely affected.
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.
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.
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, we retain a portion of our insurable risk through a captive insurance company, Amcor Insurances Pte. Ltd., which is located in Singapore. Our captive insurance company collects annual premiums from our business groups and assumes specific risks relating to various risk exposures, including property damage.
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.
Financial Risks Indebtedness and Credit Rating — A significant increase in our indebtedness or a downgrade in our credit rating could reduce our operating flexibility, increase our borrowing costs, and negatively affect our financial condition and results of operations.
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.
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.
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.
Furthermore, sustained or continued increases in interest 18 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.
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.
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.
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.
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.
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. 14 Merger Related Tax Liabilities — Additional tax liabilities could have a material impact on our financial condition, results of operations, and/or liquidity.
If we fail to maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties, or litigation.
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.
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.
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.
Interest Rates — Rising interest rates increase our borrowing costs on our variable rate indebtedness and could have other negative impacts. As of June 30, 2024, approximately 30% 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.
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.
Federal, state, provincial, and local laws and requirements pertaining to workplace health and safety conditions are significant factors in our business to ensure our people at all locations are able to 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.
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.
Additionally, changes in international trade policies in the 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 and the global supply of key raw materials is disrupted.
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.
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 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.
Actions taken by the rating agencies include maintaining, upgrading, or downgrading the current rating or assigning a negative outlook, as occurred in May 2024 when one rating agency lowered its outlook from “stable” to “negative”, for a possible future downgrade.
Actions taken by the rating agencies include maintaining, upgrading, or downgrading the current rating or assigning a negative outlook for a possible future downgrade.
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.
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.
Federal, state, provincial, foreign, 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.
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. 24 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.
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.
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.
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 by frequent flooding.
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.
Such events may have a physical impact on our facilities, workforce, inventory, suppliers, and equipment and any unplanned downtime at any of our facilities could result in unabsorbed costs that could negatively impact 16 our results of operations. Additionally, climate change may result in higher insurance premiums or the inability to insure certain risks.
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.
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.
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.
Sales of our products and services depend heavily on the volume of sales made by our customers to consumers.
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.
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. 12 The loss of business from our larger customers, or the renewal of business on less favorable terms, may have a significant impact on our operating results.
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 commitment to sustainability and ESG practices remains at the core of our business, and we have established related goals and targ ets. For example, we have made a public commitment to achieve net zero greenhouse gas emissions by 2050 and have set interim emissions targets which have been approved by the Science Based Targets initiative ("SBTi").
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.
Any such breach could result in sanctions (including fines and penalties) and could have a material adverse effect on our financial condition and reputation. 14 Raw Materials — Price fluctuations or shortages in the availability of raw materials, energy, and other inputs could adversely affect our business.
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.
For example, during the first half of fiscal year 2024, our net sales were impacted by volume declines primarily attributed to destocking and lower consumer demand. 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 demands and result in a loss of business.
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.
Other factors not presently known to us or that we presently believe are not material could also affect our business operations and 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.
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 timing of the final resolutions to lawsuits, regulatory actions and inquiries, and governmental and other legal proceedings is typically uncertain. Additionally, the possible outcomes of, or resolutions to, these proceedings could include adverse judgments or settlements, either of which could require substantial payments.
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.
Labor Disputes — Our business could be adversely affected by labor disputes and an inability to renew collective bargaining agreements at acceptable terms. Approximately 43% of our employees are covered by collective bargaining agreements. Although we have not experienced any significant labor disputes in recent years, we have experienced isolated work stoppages from time to time.
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.
The introduction of new duties, tariffs, quotas, or other similar trade restrictions may have a negative impact on our business, financial condition, results of operations, or cash flows.
The occurrence of any of these risks could materially impact our business, financial condition, results of operations, or cash flows.
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Additionally, 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.
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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.
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Expanding Our Current Business — We may be unable to expand our current business effectively through organic growth, including product innovation, investments, or acquisitions.
Added
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.
Removed
We also may face challenges in integrating acquisitions with our existing operations. These challenges could include difficulties in integrating or consolidating business processes and systems, as well as challenges in integrating business cultures, which may result in synergies from acquisitions not being fully realized or taking longer to realize than expected or incurring additional costs to do so.
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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.
Removed
Further, in pursuing growth through acquisitions, we face additional risks common with an acquisition strategy, including failure to identify significant contingencies or legal liabilities in the due diligence process, diversion of management's attention from existing business, and interruptions to normal business operations resulting from the process of integrating operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur 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 adopted physical, technological, and administrative controls on data security, and have a defined procedure for data incident detection, containment, response, and remediation.
Biggest changeRisk 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.
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.
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. 27
Our CISO reports to our Vice President of Information Technology who has 28 years of experience in Manufacturing and Financial Services and has been leading our IT function for 14 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.
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.
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.
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.
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 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.
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.
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.
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.
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.
Our Chief Information Security Officer ("CISO") leads our global Security Operations Center and has over 20 years of experience in cybersecurity, including serving in similar roles at other public companies.
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.
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. Risk Management and Strategy We have implemented an extensive cybersecurity program that leverages the National Institute of Standards and Technology ("NIST") Cybersecurity Framework.
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.
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Our Security Operations Center team members have extensive experience in deploying and operating cybersecurity technologies which is enhanced on an ongoing basis through interactions with third party experts we employ to help protect the Company from cybersecurity threats.
Added
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.
Added
The full Board of Directors receives an annual information technology report and an update from management, which includes an update on our cybersecurity efforts.
Added
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.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe breakdown of our significant manufacturing and support facilities at June 30, 2024, was as follows: Flexibles Segment This segment has 160 significant manufacturing and support facilities located in 36 countries, of which 111 are owned directly by us and 49 are leased from outside parties.
Biggest changeThe 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.
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 24 utilization depending on the type of operation and market conditions.
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.
Item 3. - Legal Proceedings Refer to Note 19, "Contingencies and Legal Proceedings," of the notes to consolidated financial statements for information about legal proceedings. Item 4. - Mine Safety Disclosures Not applicable. 25 PART II
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 PART II
Initial building lease terms typically provide for minimum terms in a range of two to 20 years and have one or more renewal options. Corporate and General Our primary executive offices are located in Zurich, Switzerland.
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.
Initial building lease terms typically provide for minimum terms in a range of two to 36 years and have one or more renewal options. Rigid Packaging Segment This segment has 52 significant manufacturing and support facilities located in 11 countries, of which 12 are owned directly by us and 40 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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeJune 30, 2019 June 30, 2020 June 30, 2021 June 30, 2022 June 30, 2023 June 30, 2024 Amcor plc $ 100.00 $ 93.10 $ 108.81 $ 122.73 $ 102.87 $ 106.27 S&P 500 $ 100.00 $ 107.51 $ 151.36 $ 135.29 $ 161.80 $ 201.54 S&P 500 Materials $ 100.00 $ 98.89 $ 146.87 $ 134.05 $ 154.32 $ 167.73 S&P/ASX 200 $ 100.00 $ 91.97 $ 129.13 $ 112.88 $ 127.00 $ 144.25 Peer Group $ 100.00 $ 104.41 $ 124.63 $ 126.19 $ 133.53 $ 130.59 The Peer Group consists of Ansell Limited, AptarGroup, Inc., Avery Dennison Corporation, Ball Corporation, Berry Global Group, Inc., 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., Sonoco Products Company, Treasury Wine Estates Limited, Unilever PLC, Wesfarmers Limited, WestRock Company, and Woolworths Group Limited. 27 Item 6. [Reserved]
Biggest changeJune 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 Item 6. [Reserved]
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, 2019.
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, 2019, and that all dividends were reinvested.
The graph assumes $100 was invested on June 30, 2020, and that all dividends were reinvested.
The timing, volume, and nature of share repurchases may be amended, suspended, or discontinued at any time. 26 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.
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 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.
As of June 30, 2024, there were 96,121 registered holders of record of our ordinary shares and CDIs. Share Repurchases We did not repurchase shares during the three months ended June 30, 2024.
As of June 30, 2025, there were 92,040 registered holders of record of our ordinary shares and CDIs.
Removed
The table below is presented in millions, except number of shares, which are reflected in thousands, and per share amounts, which are expressed in U.S. dollars: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (1) April 1 - 30, 2024 — $ — — $ 39 May 1 - 31, 2024 — — — 39 June 1 - 30, 2024 — — — 39 Total — $ — — (1) On February 7, 2023, our Board of Directors approved an on market share buyback of up to $100 million of ordinary shares and/or CDIs during the following twelve months.
Removed
On February 6, 2024, our Board of Directors extended the approval for the remaining $39 million on market share buyback of ordinary shares and/or CDIs of the $100 million buyback for an additional twelve months.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeFinancial Statements and Supplementary Data 47 Report of Independent Registered Public Accounting Firm (PCAOB ID 1358 ) 47 Consolidated Statements of Income 49 Consolidated Statements of Comprehensive Income 50 Consolidated Balance Sheets 51 Consolidated Statements of Cash Flows 52 Consolidated Statements of Equity 53 Notes to Consolidated Financial Statements 54
Biggest changeFinancial 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 6. [ Reserved] 28 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 45 Item 8.
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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeReconciliation of Net Debt A reconciliation of total debt to net debt at June 30, 2024 and 2023 is as follows: ($ in millions) June 30, 2024 June 30, 2023 Current portion of long-term debt $ 12 $ 13 Short-term debt 84 80 Long-term debt, less current portion 6,603 6,653 Total debt 6,699 6,746 Less cash and cash equivalents (588) (689) Net debt $ 6,111 $ 6,057 35 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 UK Finance plc, Amcor Finance (USA), Inc., and Amcor Group Finance plc. • $500 million, 4.000% Guaranteed Senior Notes due 2025 of Amcor Flexibles North America, Inc. • $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. • $500 million, 2.630% 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. • €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. • $500 million, 5.450% Guaranteed Senior Notes due 2029 of Amcor Group Finance plc The six notes issued by Amcor Flexibles North America, Inc. are guaranteed by its parent entity, Amcor plc, and the subsidiary guarantors Amcor Pty Ltd, Amcor Finance (USA), Inc., Amcor Group Finance plc, and Amcor UK Finance plc.
Biggest changeReconciliation of Net Debt A reconciliation of total debt to net debt at June 30, 2025 and 2024 is as follows: ($ 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 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.
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 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.
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.
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.
We decide on discretionary growth capital expenditures and acquisitions individually based on, among other factors, the return on investment after related 43 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.
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.
When the carrying value of a reporting unit exceeds its 46 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.
We review annually the discount rates used to calculate the present value of pension plan liabilities. The discount rates used at each measurement date is 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.
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.
Our long-term access to liquidity depends on both our results of operations and on the availability of funding in financial markets. 41 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.
Our long-term access to liquidity depends on both our results of operations and on the availability of funding in financial markets. 44 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.
On February 7, 2023, we announced that we expect 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").
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 following guidelines are used to manage our liquidity risk: • maintaining minimum undrawn committed liquidity of at least $200 million that can be drawn at short notice; • 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.
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.
These amounts reflect material cash requirements for which we are contractually committed. • Debt obligations and interest payments: Refer to Note 13, “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 14, “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 12, “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, 2024, we have $266 million in committed capital expenditures for fiscal year 2025. • 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 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.
A discussion and analysis regarding our results of operations for fiscal year 2023, compared to fiscal year 2022 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, 2023, filed with the SEC on August 17, 2023 and incorporated by reference.
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.
All guarantors fully, unconditionally, and irrevocably guarantee, on a joint and several basis, to each holder of the notes, the due and punctual payment of the principal of, and any premium and interest on, such note 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.
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 following is a discussion and analysis of changes in the results of operations for fiscal year 2024 compared to fiscal year 2023.
The following is a discussion and analysis of changes in the results of operations for fiscal year 2025 compared to fiscal year 2024.
The dividend per share has increased in each of the years, with the total amount paid declining 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 two internationally recognized credit rating agencies.
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.
Highly inflationary accounting resulted in a negative impact of $53 million and $24 million in foreign currency transaction losses that were reflected in the consolidated statements of income for the fiscal years ended June 30, 2024, and 2023, respectively.
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.
The estimated future cash outlays are approximately $1.1 billion, $250 million, $100 million, $100 million, and $100 million in fiscal years 2025, 2026, 2027, 2028, and 2029, 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, 2024.
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.
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 $167 million in fiscal year 2024, compared to fiscal year 2023.
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.
Net income attributable to Amcor plc decreased by $318 million, or 30%, in fiscal year 2024, compared to fiscal year 2023.
Net income attributable to Amcor plc decreased by $219 million, or 30%, in fiscal year 2025, compared to fiscal year 2024.
Diluted earnings per share ("Diluted EPS") decreased by $0.200, or 28%, in fiscal year 2024, compared to fiscal year 2023, 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 decreasing by 2% in fiscal year 2024, compared to fiscal year 2023.
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.
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 and purchases of our ordinary shares and CHESS Depositary Instruments under authorized share repurchase programs, into the foreseeable future.
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.
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 and the Argentine peso has since been relatively stable against 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.
For further information, refer to Note 4, "Restructuring, Impairment, and Other Related Activities, Net," and Note 6, "Restructuring" of "Part II, Item 8, Notes to Consolidated Financial Statements." 29 Highly Inflationary Accounting We have subsidiaries in Argentina that historically had a functional currency of the Argentine Peso.
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, 2024, 2023, and 2022, we held treasury shares at cost of $11 million, $12 million, and $18 million, representing 1 million, 1 million, and 2 million shares, respectively. 39 Material Cash Requirements Our material cash requirements for future periods from known contractual obligations are included below.
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. 42 Material Cash Requirements Our material cash requirements for future periods from known contractual obligations are included below.
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.
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.
Refer to Note 5, "Acquisitions and Divestitures." New Accounting Pronouncements Refer to Note 3, "New Accounting Guidance," of the notes to consolidated financial statements for information about new accounting pronouncements. 44
New Accounting Pronouncements Refer to Note 3, "New Accounting Guidance," of the notes to consolidated financial statements for information about new accounting pronouncements. 47
The shares repurchased as part of the above programs were canceled upon repurchase. We had cash outflows of $48 million, $221 million, and $143 million for the purchase of our shares in the open market during fiscal years 2024, 2023, and 2022, respectively, as treasury shares to satisfy the vesting and exercises of share-based compensation awards.
We had cash outflows of $47 million, $48 million, and $221 million for the purchase of our shares in the open market during fiscal years 2025, 2024, and 2023, respectively, as treasury shares to satisfy the vesting and exercises of share-based compensation awards.
The higher effective tax rate for fiscal year 2024 is largely attributable to the non-taxable gain on the disposal of the Russian business in the comparative period. 33 Presentation of Non-GAAP Information This Annual Report on Form 10-K refers to non-GAAP financial measures: adjusted earnings before interest and taxes ("Adjusted EBIT"), earnings before interest and tax ("EBIT"), adjusted net income, and net debt.
The higher effective tax rate for fiscal year 2025 versus fiscal year 2024 is largely attributable to non-deductible expenses related to the Merger in the current period. 36 Presentation of Non-GAAP Information This Annual Report on Form 10-K refers to non-GAAP financial measures: adjusted earnings before interest and taxes ("Adjusted EBIT"), earnings before interest and tax ("EBIT"), adjusted net income, and net debt.
Short-term debt consists of bank debt with a duration of less than 12 months and bank overdrafts which are classified as current due to the short-term nature of the borrowings, except where we have the ability and intent to refinance and as such extend the debt beyond 12 months.
The Notes are senior unsecured obligations and are unconditionally guaranteed on a senior unsecured basis by us and certain of our subsidiaries. 41 Short-term debt consists of bank debt with a duration of less than 12 months and bank overdrafts which are classified as current due to the short-term nature of the borrowings, except where we have the ability and intent to refinance and as such extend the debt beyond 12 months.
Overview Year Ended June 30, ($ in millions) 2024 2023 Net cash provided by operating activities $ 1,321 $ 1,261 Net cash used in investing activities (476) (309) Net cash used in financing activities (857) (1,025) Cash Flow Overview Net Cash Provided by Operating Activities Net cash provided by operating activities increased by $60 million in fiscal year 2024, compared to fiscal year 2023.
Overview Year Ended June 30, ($ 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 $69 million in fiscal year 2025, compared to fiscal year 2024.
Our operations in Argentina represented approximately 2% of our consolidated net sales and annual adjusted earnings before interest and tax in the last two fiscal years. 30 Results of Operations Consolidated Results of Operations ($ in millions, except per share data) 2024 2023 Net sales $ 13,640 $ 14,694 Operating income 1,214 1,508 Operating income as a percentage of net sales 8.9 % 10.3 % Net income attributable to Amcor plc $ 730 $ 1,048 Diluted Earnings Per Share $ 0.505 $ 0.705 Net sales decreased by $1,054 million, or 7%, in fiscal year 2024, compared to fiscal year 2023.
Our operations in Argentina represented approximately 2% of our consolidated net sales and annual adjusted earnings before interest and tax in fiscal year 2025. 33 Results of Operations Consolidated Results of Operations ($ 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 $1,369 million, or 10%, in fiscal year 2025, compared to fiscal year 2024.
(as subsidiary issuers of the notes and guarantors of each other’s notes), and Amcor Pty Ltd (as the remaining subsidiary guarantor). 36 Basis of Preparation The following summarized financial information is presented for the parent, issuer, and guarantor subsidiaries ("Obligor Group") on a combined basis after elimination of intercompany transactions between entities in the combined group and amounts related to investments in any subsidiary that is a non-guarantor.
Set forth below is the summarized financial information of the Obligor Groups 1, 2 and 3: Basis of Preparation The following summarized financial information is presented for the parent, issuer, and guarantor subsidiaries ("Obligor Groups") on a combined basis after elimination of intercompany transactions between entities in each Obligor Group and amounts related to investments in any subsidiary that is a non-guarantor.
All goodwill is assigned to a reporting unit, which we have defined as an operating segment, based on the relative fair value of the reporting unit at the time of each acquisition. We have six reporting units, of which five are included in our Flexibles reportable segment. The other reporting unit, Rigid Packaging, is also a reportable segment.
All goodwill is assigned to a reporting unit, which we have defined as an operating segment, based on the relative fair value of the reporting unit at the time of each acquisition. At June 30, 2025, we have two reporting units which are our reportable segments, Global Flexible Packaging Solutions and Global Rigid Packaging Solutions.
Consolidated Selling, General, and Administrative ("SG&A") Expenses ($ in millions) 2024 2023 SG&A expenses $ (1,260) $ (1,246) SG&A expenses as a percentage of net sales (9.2) % (8.5) % SG&A increased by $14 million, or 1%, in fiscal year 2024, compared to fiscal year 2023.
Consolidated Selling, General, and Administrative ("SG&A") Expenses ($ 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 $112 million, or 10%, in fiscal year 2025, compared to fiscal year 2024.
Consolidated Income Tax Expense ($ in millions) 2024 2023 Income tax expense $ (163) $ (193) Effective tax rate 18.0 % 15.4 % Income tax expense decreased by $30 million, or 16%, in fiscal year 2024, compared to fiscal year 2023, primarily due to lower earnings.
Consolidated Income Tax Expense ($ 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.
Refer to Note 4, "Restructuring, Impairment, and Other Related Activities, Net," and Note 6, "Restructuring," for further information. (7) CEO transition costs primarily reflect accelerated compensation, including share-based compensation, granted to our former Chief Executive Officer who retired from that role in April 2024, and other transition related expenses.
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.
(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 our South African business.
(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.
The underlying causes for the market volatility experienced can be attributed to a variety of factors, such as geopolitical tension and conflicts, higher inflation in many economies impacting consumption and consumer demand, and customer destocking following a period of supply chain constraints.
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.
Pension Assumptions Sensitivity Analysis The following chart depicts the sensitivity of estimated fiscal year 2025 pension expense to incremental changes in the weighted average discount rate and expected long-term rate of return on assets. 42 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 (3) 4.22 percent (current assumption) — 5.16 percent (current assumption) — -25 basis points (1) -25 basis points 3 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.
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.
A reconciliation of reported net income attributable to Amcor plc to Adjusted EBIT and adjusted net income for fiscal years 2024, 2023, and 2022 is as follows: Years ended June 30, ($ in millions) 2024 2023 2022 Net income attributable to Amcor plc, as reported $ 730 $ 1,048 $ 805 Add: Net income attributable to non-controlling interests 10 10 10 Net income 740 1,058 815 Add: Income tax expense 163 193 300 Add: Interest expense 348 290 159 Less: Interest income (38) (31) (24) EBIT 1,213 1,510 1,250 Add: 2018/2019 Restructuring programs (1) — — 37 Add: Amortization of acquired intangible assets from business combinations (2) 167 160 163 Add: Impact of hyperinflation (3) 53 24 16 Add: Net loss on disposals (4) — — 10 Add: Property and other losses, net (5) — 2 13 Add/(Less): Restructuring and other related activities, net (6) 97 (90) 200 Add: CEO transition costs (7) 8 — — Add: Other (8) 22 2 12 Adjusted EBIT 1,560 1,608 1,701 Less: Income tax expense (163) (193) (300) Less: Adjustments to income tax expense (9) (62) (57) (32) Less: Interest expense (348) (290) (159) Add: Interest income 38 31 24 Less: Net income attributable to non-controlling interests (10) (10) (10) Adjusted net income $ 1,015 $ 1,089 $ 1,224 (1) 2018/2019 Restructuring programs include restructuring and related expenses for the 2019 Bemis Integration Plan for fiscal year 2022.
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 (1) Amortization of acquired intangible assets from business combinations includes amortization expense related to all acquired intangible assets from past acquisitions.
Excluding the positive currency impacts of $30 million and the negative impact from the pass-through of lower raw material costs of approximately $40 million, the remaining variation in net sales for fiscal year 2024 was a decrease of approximately $225 million, or 6%, reflecting unfavorable volumes of 8%, partly offset by price/mix benefits of approximately 2%.
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%.
Statement of Income for Obligor Group (in millions) For the year ended June 30, 2024 Net sales - external $ 992 Net sales - to subsidiaries outside the Obligor Group 7 Total net sales $ 999 Gross profit 214 Net income (1) $ 741 Net income attributable to non-controlling interests — Net income attributable to Obligor Group $ 741 (1) Includes $1,247 million net intercompany income from Amcor entities from outside the Obligor Group, mainly attributable to intercompany dividends and intercompany interest income.
Statement of Income for Obligor Groups ($ 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.
Fiscal year 2023 includes a pre-tax net gain on the sale of our Russian business of $215 million, incremental costs of $18 million, and restructuring and related expenses of $107 million incurred in connection with the conflict. Fiscal year 2022 includes $138 million of impairment charges, $57 million of restructuring and related expenses, and $5 million of other expenses.
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.
Share Repurchases On August 17, 2022, our Board of Directors approved a $400 million buyback of ordinary shares and/or CHESS Depositary Instruments ("CDIs") and this program has been completed in fiscal year 2023. On February 7, 2023, our Board of Directors approved a $100 million buyback of ordinary shares and/or CDIs in the following twelve months.
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.
We expect our net periodic pension cost before the effect of income taxes for fiscal year 2025 to be approximately $16 million.
The net periodic pension cost recorded in fiscal year 2025 was $32 million, compared to net periodic 45 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 $18 million.
Consolidated Gross Profit ($ in millions) 2024 2023 Gross profit $ 2,712 $ 2,725 Gross profit as a percentage of net sales 19.9 % 18.5 % Gross profit decreased by $13 million in fiscal year 2024, compared to fiscal year 2023. The decrease was primarily driven by the impact of the disposed Russian business and lower volumes.
Consolidated Gross Profit ($ 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.
Two Year Review of Results (in millions) 2024 2023 Net sales $ 13,640 100.0 % $ 14,694 100.0 % Cost of sales (10,928) (80.1) (11,969) (81.5) Gross profit 2,712 19.9 2,725 18.5 Operating expenses: Selling, general, and administrative expenses (1,260) (9.2) (1,246) (8.5) Research and development expenses (106) (0.8) (101) (0.7) Restructuring, impairment, and other related activities, net (97) (0.7) 104 0.7 Other income/(expenses), net (35) (0.3) 26 0.2 Operating income 1,214 8.9 1,508 10.3 Interest income 38 0.3 31 0.2 Interest expense (348) (2.6) (290) (2.0) Other non-operating income, net 3 — 2 — Income before income taxes and equity in loss of affiliated companies 907 6.6 1,251 8.5 Income tax expense (163) (1.2) (193) (1.3) Equity in loss of affiliated companies, net of tax (4) — — — Net income $ 740 5.4 % $ 1,058 7.2 % Net income attributable to non-controlling interests (10) (0.1) (10) (0.1) Net income attributable to Amcor plc $ 730 5.4 % $ 1,048 7.1 % 28 Overview Amcor is a global leader in developing and producing responsible packaging solutions across a variety of materials for food, beverage, pharmaceutical, medical, home and personal-care, and other products.
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 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.
(8) Other in 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.
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.
Amcor Flexibles North America, Inc. is incorporated in Missouri in the United States, Amcor UK Finance plc and Amcor Group Finance plc are incorporated in England and Wales, United Kingdom, Amcor Finance (USA), Inc. is incorporated in Delaware in the United States, and the guarantors are incorporated under the laws of Jersey, Australia, the United States, and England and Wales and, therefore, insolvency proceedings with respect to the issuers and guarantors could proceed under, and be governed by, among others, Jersey, Australian, 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.
The issuers and guarantors conduct large parts of their operations through other subsidiaries of Amcor plc. 39 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.
Adjusted EBIT decreased by $6 million, or 2%, in fiscal year 2024, compared to fiscal year 2023.
Adjusted EBIT increased by $116 million, or 45%, in fiscal year 2025, compared to fiscal year 2024.
Excluding the positive currency impacts of $3 million, the remaining variation in adjusted EBIT for fiscal year 2024 was a decrease of $9 million, or 4%, reflecting the net negative effect of 13% from unfavorable volumes and favorable operating cost performance, partly offset by favorable price/mix of 9%.
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 $25 million, or 10%, reflecting the net negative effect of 9% from unfavorable volumes and an unfavorable price/mix impact on earnings of approximately 17%, partially offset by strong cost performance of approximately 16%.
Segment Results of Operations Flexibles Segment ($ in millions) 2024 2023 Net sales $ 10,332 $ 11,154 Adjusted EBIT 1,395 1,429 Adjusted EBIT as a percentage of net sales 13.5 % 12.8 % Net sales decreased by $822 million, or 7%, in fiscal year 2024, compared to fiscal year 2023.
Segment Results of Operations Global Flexible Packaging Solutions Segment ($ 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.
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 we can incur to 10.0% of our total tangible assets, subject to some exceptions and variations by facility.
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 covenants of the bank debt facilities require us to maintain a leverage ratio not higher than 3.9 times. The negative pledge arrangements and the financial covenants are defined in the related debt agreements. As of June 30, 2024, we were in compliance with all applicable covenants under our bank debt facilities.
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 $6.1 billion, respectively.
Refer to Note 6, "Restructuring," for more information. 34 (2) Amortization of acquired intangible assets from business combinations includes amortization expenses related to all acquired intangible assets from past acquisitions. (3) Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the functional currency was the Argentine Peso.
(2) Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the functional currency was the Argentine Peso. (3) Transaction and integration includes incremental costs related to the Merger. Refer to Note 5 "Restructuring, Transaction, and Integration Expenses, Net".
Consolidated Interest Expense ($ in millions) 2024 2023 Interest expense $ (348) $ (290) Interest expense as a percentage of net sales (2.6) % (2.0) % Interest expense increased by $58 million, or 20%, in fiscal year 2024, compared to fiscal year 2023, primarily driven by increased interest rates on U.S. dollar and Euro denominated variable rate debt.
Consolidated Interest Expense ($ 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.
Excluding positive currency impacts of $15 million and the negative net impact from the disposed Russian business of $50 million, the remaining variation in Adjusted EBIT for fiscal year 2024 was an increase of $1 million, reflecting the net positive effect of 7% from favorable operating cost performance more than offsetting unfavorable volumes, but largely offset by net negative price/mix of 7%. 31 Rigid Packaging Segment ($ in millions) 2024 2023 Net sales $ 3,308 $ 3,540 Adjusted EBIT 259 265 Adjusted EBIT as a percentage of net sales 7.8 % 7.5 % Net sales decreased by $232 million, or 7%, in fiscal year 2024, compared to fiscal year 2023.
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 $23 million or 2%, reflecting higher volumes of approximately 5%, strong cost performance of approximately 11%, partially offset by unfavorable impacts from price/mix of approximately 14%. 34 Global Rigid Packaging Solutions Segment ($ 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.
Pensions The majority of our principal defined benefit plans are closed to new entrants and future accruals. The accounting for defined benefit pension plans requires us to recognize the overfunded or underfunded status of the pension plans on our balance sheet.
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.
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. Fiscal year 2022 includes costs associated with the Bemis transaction and pension settlement expenses of $8 million. (9) Net tax impact on items (1) through (8) above.
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 $16 million on economic hedges. (10) Adjustments to interest expense includes incremental non-cash interest expense incurred in connection with the Merger.
Consolidated Other Income/(Expenses), Net ($ in millions) 2024 2023 Other income/(expenses), net $ (35) $ 26 Other income/(expenses), net as a percentage of net sales (0.3) % 0.2 % Other income/(expenses), net changed by $61 million, in fiscal year 2024, compared to fiscal year 2023, primarily from the $53 million adverse impact on monetary balances from highly inflationary accounting in Argentina. 32 Consolidated Interest Income ($ in millions) 2024 2023 Interest income $ 38 $ 31 Interest income as a percentage of net sales 0.3 % 0.2 % Interest income increased by $7 million, or 23%, in fiscal year 2024, compared to fiscal year 2023, driven by increased interest rates on cash balances.
Consolidated Other Income/(Expenses), net ($ 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.
However, such programs are backstopped by committed bank syndicated loan facilities with maturities in April 2026 and April 2027, with options to extend, under which we had $2.4 billion in unused capacity remaining as of June 30, 2024. 40 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 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.
The decrease in the diluted weighted-average number of shares outstanding was largely due to the repurchase of shares under previously announced share buyback programs.
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.
Excluding the positive currency impacts of $171 million, the negative impacts from the pass-through of lower raw material costs of $220 million, and the negative impact from the disposed Russian business of $156 million, the remaining decrease in net sales for fiscal year 2024 was $849 million, or 6%, reflecting 5% lower sales volumes and an unfavorable price/mix impact of 1%.
(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 $65 million, reflecting higher sales volume of approximately 1% offset by unfavorable price/mix impact of approximately 1%, primarily due to lower volumes in high value healthcare categories in the first half of the year.
Consolidated Restructuring, Impairment and Other Related Activities, Net ($ in millions) 2024 2023 Restructuring, impairment, and other related activities, net $ (97) $ 104 Restructuring, impairment, and other related activities, net, as a percentage of net sales (0.7) % 0.7 % Restructuring, impairment, and other related activities, net changed by $201 million, or 193%, in fiscal year 2024, compared to fiscal year 2023.
The increase was primarily driven by the Merger. 35 Consolidated Restructuring, Transaction and Integration Expenses, Net ($ 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.
Balance Sheet for Obligor Group (in millions) As of June 30, 2024 Assets Current assets - external $ 1,160 Current assets - due from subsidiaries outside the Obligor Group 165 Total current assets 1,325 Non-current assets - external 1,447 Non-current assets - due from subsidiaries outside the Obligor Group 12,538 Total non-current assets 13,985 Total assets $ 15,310 Liabilities Current liabilities - external $ 2,341 Current liabilities - due to subsidiaries outside the Obligor Group 34 Total current liabilities 2,375 Non-current liabilities - external 6,815 Non-current liabilities - due to subsidiaries outside the Obligor Group 10,822 Total non-current liabilities 17,637 Total liabilities $ 20,012 37 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.
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 40 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.
A single long-term return assumption is then derived for each plan based on the plan's target asset allocation.
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.
In this context, we have remained focused on taking price and cost actions to offset inflation, aligning our cost base with market dynamics, and managing working capital. 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 this context, we have remained focused on taking price and cost actions to offset inflation and aligning our cost base with market 32 dynamics and expect to continue to do so.
As of June 30, 2024, and 2023, an aggregate principal amount of $1.4 billion and $2.5 billion, respectively, was drawn under commercial paper programs.
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.
Net Cash Used in Financing Activities Net cash used in financing activities decreased by $168 million in fiscal year 2024, compared to fiscal year 2023. The change is primarily driven by lower share buyback activity 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.
As of June 30, 2024, the revolving senior bank debt facilities had an aggregate limit of $3.8 billion, of which $1.4 billion had been drawn (inclusive of amounts drawn under commercial paper programs reducing the overall balance of available senior facilities).
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.
Gross profit as a percentage of sales increased to 19.9% for fiscal year 2024, driven by an improvement in operating cost performance.
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.
While we continue to be impacted by softer consumer demand and customer order volatility in certain markets, and higher inflation in certain areas, such as labor costs, we have flexed our cost base to adjust to market conditions.
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.
Excluding the positive currency impacts of $141 million, the negative impacts from the pass-through of lower raw material costs of approximately $180 million, and the negative impact from the disposed Russian business of $156 million, the remaining variation in net sales for fiscal year 2024 was a decrease of approximately $625 million, or 6%.
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.
The change was mainly a result of a pre-tax net gain of $215 million on the disposal of the Russian business in fiscal year 2023, partially offset by a decrease in restructuring and related expenses, net, of $14 million in the current year, primarily related to the 2023 Restructuring Plan.
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.
In fiscal year 2024, 41,000 Amcor people generated $13.6 billion in annual sales from operations that span 212 locations in 40 countries.
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.
From the initiation of the Plan through June 30, 2024, we have incurred $82 million in employee related expenses, $31 million in fixed asset related expenses, $47 million in other restructuring expenses, and $21 million in restructuring related expenses. To date, the Plan has resulted in approximately $70 million of net cash outflows.
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.
Removed
We work with leading companies around the world to protect products, differentiate brands, and improve supply chains. We offer a range of innovative, differentiating flexible and rigid packaging, specialty cartons, closures and services. We are focused on making packaging that is increasingly recyclable, reusable, lighter weight, and made using an increasing amount of recycled content.
Added
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.
Removed
Significant Developments Affecting the Periods Presented Economic and Market Conditions After experiencing more challenging market conditions in calendar year 2023 which impacted both fiscal year 2023 and fiscal year 2024 with softer consumer and customer demand and increased destocking, customer volume trajectory sequentially improved in the second half of fiscal year 2024 with a return to volume growth in the fourth quarter of fiscal year 2024.
Added
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”).
Removed
The improvement in the second half of fiscal year 2024 is attributed primarily to the abatement of destocking across many end markets and higher customer demand in parts of our business.
Added
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

10 edited+1 added−1 removed14 unchanged
Biggest changeOur operations in Argentina represented approximately 2% of our consolidated net sales and annual adjusted earnings before interest and tax in the last two fiscal years. During fiscal years 2024 and 2023, 51% and 52% of our net sales, respectively, were effectively generated in U.S. dollar functional currency entities.
Biggest changeOur 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.
Changes in prices of our primary raw materials may result in a temporary or permanent reduction in income before income taxes and equity in 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.
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.
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, 2024, would have resulted in an adverse impact on income before income taxes and equity in loss of affiliated companies of $28 million expense for the fiscal year ended June 30, 2024.
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.
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. 45 Raw Material and Commodity Price Risk The primary raw materials for our products are polymer resins and films, inks, solvents, adhesives, aluminum, and chemicals.
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. 48 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.
For the year ended June 30, 2024, 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 $22 million. Economic and political events in Argentina expose us to heightened levels of foreign currency exchange risks.
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.
A hypothetical but reasonably possible 1% increase on average prices for polymer resins and films, inks, solvents, adhesives, aluminum, 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 loss of affiliated companies of approximately $50 million for fiscal year 2024 before any contractual pass-through to selling price.
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.
As of June 30, 2024, 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 $5 million.
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.
During fiscal year 2024 and 2023, 16% and 18%, respectively, of our net sales were generated in Euro functional currency entities with the remaining 33% and 30% of net sales, respectively, being generated in entities with functional currencies other than U.S. dollars and Euros.
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.
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 fiscal years 2024 and 2023.
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.
As of June 30, 2024, and 2023, 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. 46
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. 49
Removed
We are focused on reducing our foreign exchange risk in Argentina, including through utilization of new Argentine government programs to reduce our Argentine peso net assets.
Added
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.

Other AMCR 10-K year-over-year comparisons