Amcor (AMCR) 10-K risk factor changes: FY2022 vs FY2021

The following factors, as well as factors described elsewhere in this Annual Report on Form 10-K, or in other filings by us with the Securities and Exchange Commission, could adversely affect our [removed: consolidated] [added: business,] financial [removed: position,] [added: condition,] results of [removed: operations] [added: operations,] or cash flows.

[removed: Consequently, changes in] [added: Alternative] consumer preferences for products in the industries that we serve or the packaging formats in which such products are delivered, whether as a result of changes in cost, convenience or health, environmental and social concerns and perceptions, may result in a decline in the demand for certain of our products or the obsolescence of some of our existing products.

[removed: Furthermore, any] [added: Any] new products that we produce may not meet sales or margin expectations due to many factors, including our [added: or our customers'] inability to accurately predict customer demand, end user preferences or movements in industry [removed: standards] [added: standards,] or to develop products that meet consumer demand in a timely and cost-effective manner.

However, to the extent changing preferences are not offset by demand for new or alternative products, changes to consumer preferences could have an adverse effect on our business, [removed: cash flow,] financial [removed: condition and] [added: condition,] results of [removed: operations.][added: operations, or cash flows.]

Any loss, change, or other adverse event related to our key customer relationships could have an adverse effect on our business, [removed: cash flow,] financial condition, [removed: and] results of operations, [added: or cash flows,] which effect may be material.

We regularly bid for new and continuing business in the industries and regions in which [added: we operate and we continue to change in response to consumer demand.]

No assurance can be given that the actions of established or potential competitors will not have an adverse effect on our ability to implement our plans and on our business, [removed: cash flow,] financial condition, [removed: and] results of [removed: operations.][added: operations, or cash flows.]

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, [added: including to address changes in the industry or regulatory environments,] and expansion through acquisitions.

Our ability to grow organically may be limited by, among other things, extensive saturation in the locations in which we operate or a change or reduction in our customers’ growth plans due to changing economic conditions, strategic [removed: priorities] [added: priorities,] or otherwise.

[removed: There] [added: Additionally, over the past decade, 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.

[removed: If, as a result of these and other factors,] [added: If] we are unable to identify acquisition targets that meet our investment criteria and close such transactions on acceptable terms, our potential for growth by way of acquisition may be restricted, which could have an adverse effect on achievement of our strategy and the resulting expected financial benefits.

We [added: also] may face challenges in integrating our acquisitions with our existing operations.

[removed: If we are not able to successfully integrate our acquisitions] [added: These challenges could include difficulty in integrating or consolidating business processes] and [removed: achieve the expected synergy cost savings,] [added: systems and challenges with integrating] the [added: business cultures which may lead to] anticipated benefits of [removed: the] acquisitions [removed: may] not [removed: be] [added: being] realized fully, or at all, or may take longer to realize than expected or involve more costs to do so.

Intellectual Property — [removed: Challenges] [added: Our inability] to [removed: or the loss of] [added: defend] our intellectual property rights [added: or intellectual property infringement claims against us] could have an adverse impact on our ability to compete effectively.

Failure to protect our patents, trademarks, and other intellectual property rights could have an adverse effect on our business, [removed: cash flow,] financial condition, [removed: and] results of [removed: operations.][added: operations, or cash flows.]

Global Health Outbreaks — Our business and operations may be adversely affected by the ongoing [removed: 2019 Novel] Coronavirus [added: pandemic] ("COVID-19") [removed: outbreak] or other similar [removed: outbreaks.][added: pandemics.]

Our business and financial results may be negatively impacted by outbreaks of contagious diseases, including [removed: the ongoing outbreak of the COVID-19 that was first detected in Wuhan, China in December 2019.][added: COVID-19.]

As a result of [removed: the COVID-19 outbreak,] [added: COVID-19,] governmental authorities have implemented [removed: and] [added: and, in certain regions,] are continuing to implement numerous [removed: and constantly evolving] measures to try to contain the virus, such as travel bans and restrictions, limitations on gatherings, quarantines, shelter-in-place [removed: orders] [added: orders,] and business shutdowns.

[removed: The outbreak] [added: COVID-19] has in the past, and could in the future result in the temporary closure of our facilities, the facilities of our suppliers, or other suppliers in our supply chain.

In addition, COVID-19 has significantly impacted and may further impact the economies and financial markets of affected countries, including negatively impacting economic growth, the proper functioning of capital markets, [added: supply chains,] foreign currency exchange rates and interest rates.

Despite our efforts to manage these impacts, the extent to which [removed: the] COVID-19 or other [removed: outbreaks] [added: pandemics] impact our business and operations, including our ability to secure financing at attractive rates, is unknown and the effect could be material.

Global [removed: Operations] [added: Economic Conditions] — Challenging current and future global economic [removed: conditions] [added: conditions, including inflation and supply chain disruptions,] have had, and may continue to have, a negative impact on our business operations and financial results.

[removed: The current] [added: Current] global economic challenges, including relatively high [removed: levels of unemployment] [added: inflation and supply chain constraints] in [removed: certain areas] [added: key regions] in which we operate, [removed: low economic growth and difficulties associated with managing rising debt levels and related economic volatility in certain economies,] are likely to continue to put pressure on [removed: the global economy and] our business.

The COVID-19 pandemic [removed: has] [added: and Russia-Ukraine conflict have] increased volatility in world economies.

[removed: All of these factors] [added: These broader consequences] could have [removed: an] [added: a material] adverse effect on our business, cash flow, financial condition, and results of [removed: operations, which effect may be material.][added: operations.]

[removed: For example, recent political developments and civil unrest has impacted one of our operations in South Africa and future] [added: Future] unrest in [removed: South Africa or] other regions in which we operate could result in a material impact to our financial condition.

Political developments can also disrupt the markets we serve and the tax jurisdictions in which we operate, and may cause us to lose customers, [removed: suppliers] [added: suppliers,] and employees, and adversely impact profitability.

In fiscal year [removed: 2021,] [added: 2022,] approximately [removed: 74%] [added: 73%] of our sales revenue came from developed markets and [removed: 26%] [added: 27%] came from emerging markets.

Management of global operations is [removed: extremely] complex, particularly given the often substantial differences in the cultural, political, and regulatory environments of the countries in which we operate.

In addition, many of the countries in which we [removed: operate,] [added: have operations,] including Argentina, Brazil, China, Colombia, India, Peru, [removed: and] [added: Russia,] South Africa, and [removed: other emerging markets,] [added: Ukraine,] have underdeveloped or developing legal, [removed: regulatory] [added: regulatory,] or political systems, which are subject to dynamic [removed: change and] [added: change, including] civil unrest.

- changes in, or difficulties in interpreting and complying with, local [removed: laws] [added: laws, sanctions,] and regulations, including tax, labor, foreign investment and foreign exchange control laws;

- nullification, [removed: modification] [added: modification,] or renegotiation of, or difficulties or delays in enforcing, contracts with clients or joint venture partners that are subject to local law;

- reversal of current political, [removed: judicial] [added: judicial,] or administrative policies encouraging foreign investment or foreign trade, or relating to the use of local agents, [removed: representatives] [added: representatives,] or partners in the relevant jurisdictions;

Further, sustained periods of legal, [removed: regulatory] [added: regulatory,] or political instability in the emerging markets in which we operate could have an adverse effect on our business, cash flow, financial [removed: condition] [added: condition,] and results of operations, which effect may be material.

The international scope of our operations, which includes limited sales of our products to entities located in countries subject to certain economic sanctions administered by the U.S. Office of Foreign Assets Control, and the U.S. Department of State, and Trade and other applicable national and supranational organizations (collectively, [removed: ‘‘Sanctions’’),] [added: "Sanctions"),] and operations in certain countries that are from time to time subject to Sanctions, [added: including those enacted as a result of the Russia-Ukraine conflict,] also requires us to maintain internal processes and control procedures.

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, [removed: competition] [added: competition,] and economic sanctions, whether due to a lack of integrity or awareness or otherwise.

All of the raw materials we use are purchased from third parties and our primary inputs include polymer resins and films, inks and solvents, [removed: aluminum] [added: aluminum,] and fiber-based carton board.

Prices for these raw materials are subject to substantial fluctuations that are beyond our control due to factors such as changing economic conditions, [removed: pandemics (such] [added: pandemics, such] as [removed: the COVID-19 pandemic),] [added: COVID-19,] currency and commodity price fluctuations, resource availability, transportation costs, weather conditions and natural disasters, [removed: political unrest and instability, and other factors impacting supply] [added: geopolitical risks, including war (such as the Russia-Ukraine conflict)] and [removed: demand pressures.]

For example, we [removed: experienced] [added: have seen] disruptions in the supply of certain [removed: resins and] raw [removed: materials] [added: materials, such as specialty resins,] and increased price volatility of certain raw materials across many of the regions in which we operate [removed: in] [added: since] the second half of fiscal [removed: 2021 attributed to weather and other events.][added: year 2021.]

While we [removed: were] [added: have largely been] able to successfully manage through these supply disruptions and related price volatility, there is no assurance we will be able to successfully navigate through any [added: ongoing and] future disruptions.

While we do not have a single customer accounting for more than ten percent of our net sales, customer concentration can be more pronounced within certain businesses.

There is no assurance that existing customer relationships will be renewed at existing volume or price levels, or at all.

Customers with operations subject to physical risks, including due to climate change, may relocate production to areas that are less impacted and such areas may be out of range of Amcor's production sites or supplying such relocated facilities may lead to additional costs.

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 materially and adversely be impacted.

In addition, there could be a time lag between recognizing the benefit of our mitigating actions and when the inflation occurs and there is no assurance that our mitigating measures will be able to fully mitigate the impact of inflation.

For example, in fiscal year 2022, political developments and general civil unrest in South Africa and the Russia-Ukraine conflict resulted in net expenses of $213 million, including impairment and restructuring expenses.

The recent conflict between Russia and Ukraine has negatively impacted the global economy and led to various economic sanctions being imposed by the U.S., United Kingdom, European Union, and other countries against Russia.

In advance of the conflict, we proactively suspended operations at our manufacturing site in Ukraine.

We also operate three manufacturing facilities in Russia which we have classified as held for sale at June 30, 2022.

We have recorded impairment charges related to our operations in Ukraine and Russia of $138 million in fiscal year 2022.

It is not possible to predict the broader or longer-term consequences of this conflict.

Further sanctions as well as steps taken by our customers, suppliers, or other stakeholders may disrupt our ability to sell our assets in Russia.

Continued escalation of geopolitical tensions related to the conflict could result in the loss of property, supply chain disruptions, significant inflationary pressure on raw material prices and cost and supply of 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.

instability, and other factors impacting supply and demand pressures.

Additionally, changes in international trade policy 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 global supply of key raw materials is disrupted.

For example, in 2018, the U.S. government imposed a 10% tariff on all aluminum imports into the United States from China and in July 2022, the U.S. Department of Commerce announced an investigation to determine whether imports of aluminum from Thailand and South Korea circumvented the duties on Chinese aluminum.

We focus on our talent acquisition processes, as well as our onboarding and talent and leadership programs, to ensure our key new hires and skilled personnel’s efficiency and effectiveness aligns with Amcor’s values and ways of working.

We are also impacted by regional labor shortages, inflationary pressures on wages, and an increasingly competitive labor market.

Federal, state, provincial, and local laws and requirements pertaining to workplace health and safety conditions are significant factors in our business to assure 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.

Various government agencies may promulgate new or modified legislation, and implement special emphasis programs and enforcement actions that could impact specific Company operations covered by the respective program.

Provisions are raised

when it is considered probable that we have some liability and the amount can be reasonably estimated.

Climate Change - Our business is subject to 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.

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.

Geopolitical turmoil, including as a result of the Russia-Ukraine conflict, heightens the risk of cyber-attacks.

Despite our efforts to protect such information, our facilities and systems

reported cash flow, financial condition, and results of operations, the effect of which may be material.

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 an adverse impact on our results of operations.

Interest Rates — Rising interest rates increase our borrowing costs on our variable rate indebtedness and could have other negative impacts.

As of June 30, 2022, approximately fifty percent of our indebtedness was subject to variable interest rates.

When interest rates increase, our debt service obligations increase on our variable rate indebtedness even though the amount borrowed remains the same.

We manage exposure to interest rates by maintaining a mixture of fixed-rate and variable-rate debt, monitoring global interest rates, and, where appropriate, entering into various derivative instruments.

In addition, rising 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.

Also refer to "Item 7A - Quantitative and Qualitative Disclosures about Market Risk," including interest rate risk, in this Annual Report on Form 10-K.

We have been subject to the requirements of Section 404 of the Sarbanes-Oxley Act ("SOX") since fiscal year 2020.

While our internal controls over financial reporting currently meet the standards set forth in SOX, our internal control over financial reporting may not prevent or detect misstatements as any controls or procedures, no matter how well designed and operated, can provide only reasonable assurance from misstatement.

We identified two material weaknesses in our internal control over financial reporting in connection with our listing on the NYSE in 2019 related to U.S. GAAP expertise and segregation of duties within key information technology systems which were remediated in fiscal years 2020 and 2021, respectively.

Although we have adopted certain strategies designed to mitigate the impact of declining sales, there is no guarantee that such strategies will be successful or will offset a decline in demand.

From time to time, a single customer, depending on the current status and volumes of a number of separate contracts in disparate locations, may account for 10% or more of our revenue.

We did not have sales to a single customer that exceeded 10% of our net sales in fiscal years 2021 or 2020.

Sales to our largest customer in fiscal year 2019 accounted for approximately 11% of our total net sales.

Customer concentration can be even more pronounced within certain business units.

There can be no guarantee that our key customers will not in the future seek to source some or all of their products or services from competitors, change to alternative forms of packaging, begin manufacturing their packaging products in-house or seek to renew their business with us on terms less favorable than before.

we operate and we continue to change in response to consumer demand.

Additionally, over the past decade, we have pursued growth through acquisitions, including our acquisition of Bemis in 2019.

Other companies in the industries and regions in which we operate have similar investment and acquisition strategies to us, resulting in competition for a limited pool of potential acquisition targets.

Due in part to that competition, as well as the continued relatively low interest rate environment, which has made debt funding more appealing and accessible, price multiples for potential targets are currently higher than their historical averages.

Integration — We may face challenges with integrating acquisitions and achieving the financial and other results anticipated at the time of acquisition.

These challenges could include difficulty in integrating or consolidating business processes and systems and challenges with integrating the business cultures.

We generally expect that we will realize synergy cost savings and other financial and operating benefits from our acquisitions.

For example, we expect the Bemis acquisition that occurred in 2019 will generate estimated pre-tax annual net cost synergies by the end of fiscal year 2022 of at least $180 million from procurement, manufacturing, and general and administrative efficiencies.

While we are currently on track to achieve the targeted Bemis synergies, we cannot predict with certainty that the full savings will be realized, or current savings will be sustained.

Additionally, changes in our global executive management team or other key roles may be disruptive to our business and any failure to successfully transition key new hires could impact our ability to execute on our strategic plans.

We could also be impacted by regional labor shortages or lack of skilled labor.

Provisions are raised when it is considered probable that we have some liability.

time, our actual liability in such cases may end up being substantially higher than the currently provisioned amount.

LIBOR Indexed Borrowings — The expected phase out of LIBOR could impact the interest rates paid on our variable rate indebtedness and cause our interest expense to increase.

A substantial portion of our borrowing capacity bears interest at a variable rate based on the London Interbank Offered Rate ("LIBOR").

In July 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021.

However, on March 5, 2021, the administrator of LIBOR announced its intention to cease the publication of all settings on non-U.S. dollar LIBOR and only the one-week and two-month U.S. dollar LIBOR settings on December 31, 2021, with publication of the remaining U.S. dollar LIBOR settings ceasing after June 30, 2023.

The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing LIBOR with the Secured Overnight Financing Rate ("SOFR"), a new index calculated by short-term repurchase agreements, backed by Treasury securities.

Certain of our financing agreements include language to determine a replacement rate for LIBOR, if necessary.

However, if LIBOR ceases to exist, we may need to renegotiate some financing agreements that utilize LIBOR as a factor in determining the interest rate.

We are evaluating the potential impact of the eventual replacement of the LIBOR benchmark interest rate, however, we are not able to predict when LIBOR will cease to be available, whether SOFR will become a widely accepted benchmark in place of LIBOR, or what the impact of such a possible transition to SOFR or other alternative base rates may be on our business, financial condition, and results of operations.

The exchange rate has varied in recent years and is subject to further movement.

Interest rates — An increase in interest rates could reduce our reported results of operations.

Fluctuations in interest rates can increase borrowing costs and have an adverse impact on results of operations.

Hedging — Failure to hedge effectively against adverse fluctuations in interest rates and foreign exchange rates could negatively impact our results of operations.

We are subject to the risk of rising interest rates associated with borrowing on a floating-rate basis as well as unfavorable fluctuations in foreign exchange rates.

Our board of directors has approved a hedging policy to manage the risk of rising interest rates and foreign exchange fluctuations.

The level of hedging activity undertaken may change from time to time and we may elect to change our hedging policy at any time.

As a newly listed NYSE public company in 2019, we elected the transition period for compliance with Section 404 of the Sarbanes-Oxley Act and we were exempt from Section 404 compliance until we filed our second Annual Report on Form 10-K for the fiscal year ended June 30, 2020.

We identified two material weaknesses in our internal control over financial reporting during the conversion of our historical Australian Accounting Standards financial statements to U.S. GAAP.

A material weakness is defined as a deficiency, or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

The first material weakness was related to our lack of accounting staff and supervisory personnel with the appropriate level of experience in technical accounting in U.S. GAAP and disclosure and filing requirements of a U.S. domestic registrant.

We have fully remediated this material weakness as of June 30, 2020.

We also identified a second material weakness arising from deficiencies in the design and operating effectiveness of internal controls over the period end financial reporting process.

| [removed: (in] [added: ($ in] millions) | | | | | | [removed: 2021] [added: 2022] | | | | | | [added: 2021] | | | | | | 2020 | | | [removed: | | | | | |]

| Net sales | | | | | | $ | [removed: 12,861] [added: 14,544] | | | | | 100.0 | | % | | | | $ | [removed: 12,468] [added: 12,861] | | | | | 100.0 | | % |

| Cost of sales | | | | | | [removed: (10,129)] [added: (11,724)] | | | | | | [removed: (78.8)] [added: (80.6)] | | | | | | [removed: (9,932)] [added: (10,129)] | | | | | | [removed: (79.7)] [added: (78.8)] | | |

| Gross profit | | | | | | [removed: 2,732] [added: 2,820] | | | | | | [removed: 21.2] [added: 19.4] | | | | | | [removed: 2,536] [added: 2,732] | | | | | | [removed: 20.3] [added: 21.2] | | |

| Selling, general, and administrative expenses | | | | | | [removed: (1,292)] [added: (1,284)] | | | | | | [removed: (10.0)] [added: (8.8)] | | | | | | [removed: (1,385)] [added: (1,292)] | | | | | | [removed: (11.1)] [added: (10.0)] | | |

| Research and development expenses | | | | | | [removed: (100)] [added: (96)] | | | | | | [removed: (0.8)] [added: (0.7)] | | | | | | [removed: (97)] [added: (100)] | | | | | | (0.8) | | |

| [removed: Restructuring] [added: Restructuring, impairment,] and related expenses, net | | | | | | [removed: (94)] [added: (234)] | | | | | | [removed: (0.7)] [added: (1.6)] | | | | | | [removed: (115)] [added: (94)] | | | | | | [removed: (0.9)] [added: (0.7)] | | |

| Other income, net | | | | | | [removed: 75] [added: 33] | | | | | | [removed: 0.6] [added: 0.2] | | | | | | [removed: 55] [added: 75] | | | | | | [removed: 0.4] [added: 0.6] | | |

| Operating income | | | | | | [removed: 1,321] [added: 1,239] | | | | | | [removed: 10.3] [added: 8.5] | | | | | | [removed: 994] [added: 1,321] | | | | | | [removed: 8.0] [added: 10.3] | | |

| Interest income | | | | | | [removed: 14] [added: 24] | | | | | | [removed: 0.1] [added: 0.2] | | | | | | [removed: 22] [added: 14] | | | | | | [removed: 0.2] [added: 0.1] | | |

| Interest expense | | | | | | [removed: (153)] [added: (159)] | | | | | | [removed: (1.2)] [added: (1.1)] | | | | | | [removed: (207)] [added: (153)] | | | | | | [removed: (1.7)] [added: (1.2)] | | |

| Other non-operating income, net | | | | | | 11 | | | | | | 0.1 | | | | | | [removed: 16] [added: 11] | | | | | | 0.1 | | |

| Income from continuing operations before income taxes and equity in [removed: income (loss)] [added: income/(loss)] of affiliated companies | | | | | | [removed: 1,193] [added: 1,115] | | | | | | [removed: 9.3] [added: 7.7] | | | | | | [removed: 825] [added: 1,193] | | | | | | [removed: 6.6] [added: 9.3] | | |

| Income tax expense | | | | | | [removed: (261)] [added: (300)] | | | | | | [removed: (2.0)] [added: (2.1)] | | | | | | [removed: (187)] [added: (261)] | | | | | | [removed: (1.5)] [added: (2.0)] | | |

| Equity in [removed: income (loss)] [added: income/(loss)] of affiliated companies, net of tax | | | | | | [removed: 19] [added: —] | | | | | | [removed: 0.1] [added: —] | | | | | | [removed: (14)] [added: 19] | | | | | | [removed: (0.1)] [added: 0.1] | | |

| Income from continuing operations | | | | | | [removed: 951] [added: 815] | | | | | | [removed: 7.4] [added: 951] | | | | | | 624 | | | [removed: | | | 5.0 | | |]

| [removed: Income (loss)] [added: Add: (Income)/loss] from discontinued operations, net of tax | | | | | | — | | | | | | — | | | | | | [removed: (8) | | | | | | (0.1)] [added: 8] | | |

| Net income | | | | | | $ | [removed: 951] [added: 815] | | | | | [removed: 7.4] [added: 5.6] | | % | | | | $ | [removed: 616] [added: 951] | | | | | [removed: 4.9] [added: 7.4] | | % |

| Net income attributable to non-controlling interests | | | | | | [removed: (12)] [added: (10)] | | | | | | (0.1) | | | | | | [removed: (4)] [added: (12)] | | | | | | [removed: —] [added: (0.1)] | | |

| Net income attributable to Amcor plc | | | | | | $ | [removed: 939] [added: 805] | | | | | [removed: 7.3] [added: 5.5] | | % | | | | $ | [removed: 612] [added: 939] | | | | | [removed: 4.9] [added: 7.3] | | % |

During fiscal year [removed: 2021, approximately 46,000] [added: 2022,] Amcor [removed: employees] generated [removed: $12.9] [added: $14.5] billion in sales from operations that spanned [removed: approximately 225] [added: 221] locations in over 40 countries.

[removed: Our] [added: We remain focused on our] commitment to the health and safety of our employees [removed: remains] [added: as] our first priority.

Our facilities have largely been exempt from government mandated closure orders and while governmental measures may be modified, we expect that our [removed: operations] [added: facilities] will remain operational given the essential products we supply.

However, despite our best efforts to contain the impact in our facilities, it remains possible that significant disruptions could occur as a result of the pandemic, including temporary closures of our [removed: facilities.][added: facilities due to outbreaks of the virus among our workforce or government mandates.]

The ultimate near-term impact of the pandemic on our business will depend on the extent and nature of any future disruptions across the supply chain, the [removed: duration] [added: implementation] of [added: further] social distancing measures and other [removed: government imposed] [added: government-imposed] restrictions, as well as the nature and pace of macroeconomic recovery in key global economies.

Raw [removed: Material] [added: Material, Inflation,] and Supply Chain Trends

We [removed: have been able] [added: intend] to [added: continue to] work closely with our suppliers and customers, leveraging our global capabilities and expertise to work through supply and other resulting [removed: issues to date.][added: issues.]

In connection with the acquisition of [removed: Bemis,] [added: Bemis Company, Inc. ("Bemis"),] we initiated restructuring activities in the fourth quarter of 2019 aimed at integrating and optimizing the combined organization.

[removed: As previously announced, we continue to target realizing at least $180 million of] [added: We have exceeded the targeted] pre-tax synergies [added: of $180 million by approximately 10%] driven by procurement, supply [removed: chain,] [added: chain] and general and administrative savings [removed: by the end] [added: as] of [removed: fiscal year] [added: June 30,] 2022.

The total 2019 Bemis Integration Plan [removed: costs include approximately $190 million to $200] [added: cost includes $213] million of restructuring and related expenses, net, and $40 million of general integration expenses.

[removed: We estimate that] [added: The] net cash expenditures [added: for the plan,] including disposal [removed: proceeds will be approximately $160 million to] [added: proceeds, are] $170 million, of which $40 million relates to general integration [removed: expense.][added: expenses.]

As [added: part] of [removed: June 30, 2021,] [added: this Plan,] we have incurred [removed: $135] [added: $144] million in employee related expenses, [removed: $38] [added: $36] million in fixed asset related expenses, [removed: $26] [added: $39] million in other restructuring and [removed: $27] [added: $45] million in restructuring related expenses, partially offset by a gain on disposal of a business of $51 million.

[removed: The] [added: In fiscal] year [removed: ended June 30, 2021] [added: 2022, the Plan] resulted in net cash [removed: inflows of $1 million, including $78 million] [added: outflows] of [removed: business disposal proceeds, offset by $77] [added: $49] million of [removed: cash outflows, of] which [removed: $69] [added: $47] million were payments related to restructuring and related expenditures.

The Plan [removed: includes] [added: included] the closures of manufacturing facilities and headcount reductions to achieve manufacturing footprint optimization and productivity improvements, as well as overhead cost reductions.

The 2018 Rigid Packaging Restructuring Plan was completed by June 30, 2021 with total pre-tax restructuring costs of $121 million, [removed: whereof] [added: of which] $78 million resulted in cash expenditures, with the main component being the cost to exit manufacturing facilities and employee related costs.

For more information about our restructuring plans, refer to Note [removed: 6, "Restructuring Plans" of "Part II, Item 8, Notes to Consolidated Financial Statements."][added: 7, "Restructuring."]

We sold our equity method investment in AMVIG on September 30, 2020, realizing a net gain of $15 million, which was recorded in equity in [removed: income (loss)] [added: income/(loss)] of affiliated companies, net of tax in the consolidated statements of income.

Prior to the sale and due to impairment indicators being present for the [removed: years] [added: year] ended June 30, [removed: 2020 and 2019,] [added: 2020,] we performed impairment tests by comparing the carrying value of our investment in AMVIG [removed: at the end of each period, including interim periods,] to the fair [added: value of the investment, which was determined based on AMVIG's quoted share price.]

We recorded [added: an] impairment [removed: charges in fiscal years 2020 and 2019] [added: charge] of $26 million [removed: and $14 million, respectively,] [added: in fiscal year 2020,] as the fair value of the investment was below its carrying value.

Refer to Note [removed: 7,] [added: 8,] "Equity Method and Other Investments."

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

We continue to monitor the impact of the ongoing 2019 Novel Coronavirus ("COVID-19") pandemic on all aspects of our business.

The COVID-19 pandemic has resulted in intermittent regional government restrictions on the movement of people, goods, and non-essential services resulting in a period of historic uncertainty and challenges.

We expect to continue to evaluate our response and related precautions until the COVID-19 pandemic has been fully resolved as a public health crisis.

During fiscal year 2022, we experienced persistent supply shortages and price volatility of certain resins and raw materials in both of our reportable segments as a result of market dynamics that first materialized in the second half of fiscal year 2021 and higher rates of regional inflation impacting energy, fuel, and labor costs.

The underlying causes for the volatility can be attributed to a variety of factors, including the ongoing impacts of the COVID-19 pandemic resulting in labor shortages and transportation constraints, energy shortages and weather disruptions impacting raw material supply in certain regions.

The complex factors driving ongoing market volatility continue and could be further exacerbated by the continuation of the Russia-Ukraine conflict.

South Africa Fire

On July 13, 2021, our Durban, South Africa, manufacturing facility was destroyed by fire associated with general civil unrest.

The facility employed 350 individuals and no employees were injured as the facility had been closed in advance of the disturbance.

In fiscal year 2022, we recorded $45 million in expense before insurance settlements, primarily related to inventory, property, and equipment losses from the fire and other related expenses.

We have insurance for the majority of property and other losses resulting from the fire and have received $33 million in insurance settlements in fiscal year 2022.

Russia-Ukraine Conflict

Russia's invasion of Ukraine that began in February 2022 continues as of the date of the filing of this annual report.

In advance of the invasion, we proactively suspended operations at our small manufacturing site in Ukraine.

We also operate three manufacturing facilities in Russia.

In the fourth quarter of fiscal year 2022, after a thorough review of our strategic options, we committed to sell our Russian operations, which resulted in a non-cash $90 million impairment charge.

Since our decision in March 2022 to scale back our Russian operations, we have remained committed to continuing to support our Russian and Ukraine employees and customers.

We are proactively taking steps to mitigate the financial impact of exiting our Russian operations, including adjusting our European footprint to reallocate and consolidate volumes from Russia and Ukraine to leverage utilization and deliver enhanced efficiencies across Central and Western Europe, as well as taking actions to restructure our regional cost base.

In addition to the $90 million in impairment charges on assets held for sale, we incurred $48 million in other impairment charges given the expectation that certain assets not held for sale in the conflict region will not be recoverable, and $62 million in restructuring and other costs in the fourth quarter of fiscal year 2022 related to the Russia-Ukraine conflict.

We expect approximately $30 million in additional restructuring and other costs in fiscal year 2023 related to our exit decision.

For further information, refer to Note 4, "Restructuring, Impairment, and Related Expenses, net," Note 6, "Held for Sale and Discontinued Operations," and Note 7, "Restructuring" of "Part II, Item 8, Notes to Consolidated Financial Statements."

The 2019 Bemis Integration Plan was completed by June 30, 2022, with final pre-tax integration cost amounting to $253 million.

The remaining cash outflow will be primarily incurred in fiscal year 2023.

Net sales increased by $1,683 million, or by 13.1%, in fiscal year 2022, compared to fiscal year 2021.

Net income attributable to Amcor plc decreased by $134 million, or by 14.3%, in fiscal year 2022, compared to fiscal year 2021, mainly as a result of increased restructuring, impairment, and related expenses, net of $140 million, largely due to costs related to the Russia-Ukraine conflict, and higher tax charges of $39 million, offset by increased gross profit of $88 million.

Net sales including intersegment sales increased by $1,111 million, or by 11.1%, in fiscal year 2022, compared to fiscal year 2021.

| ($ in millions) | | | | | | 2022 | | | | | | 2021 | | |

Net sales increased by $570 million, or by 20.2%, in fiscal year 2022, compared to fiscal year 2021.

Adjusted EBIT decreased by $10 million, or by 3.3%, in fiscal year 2022, compared to fiscal year 2021.

| ($ in millions) | | | | | | 2022 | | | | | | 2021 | | |

Gross profit increased by $88 million, or by 3.2%, in fiscal year 2022, compared to fiscal year 2021.

The increase was primarily driven by the increase in net sales of 13.1% referred to above.

Gross profit as a percentage of sales decreased to 19.4% for the fiscal year 2022, primarily due to the impact on the calculation from the pass through of higher raw material costs during the period.

| ($ in millions) | | | | | | 2022 | | | | | | 2021 | | |

SG&A decreased by $8 million, or by 0.6%, in fiscal year 2022, compared to fiscal year 2021, largely driven by favorable exchange rates.

| ($ in millions) | | | | | | 2022 | | | | | | 2021 | | |

Restructuring, impairment, and related costs increased by $140 million, or by 148.9%, in fiscal year 2022, compared to fiscal year 2021.

The increase was primarily driven by the non-recurrence of a gain on disposal of a non-core European hospital supplies business of $52 million in fiscal year 2021, and charges related to the Russia-Ukraine conflict in fiscal year 2022, offset by the completion of the Rigid Packaging Restructuring Plan in June 2021.

| ($ in millions) | | | | | | 2022 | | | | | | 2021 | | |

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The ongoing 2019 Novel Coronavirus ("COVID-19") pandemic has resulted in a period of historic uncertainty and challenges with the extent and severity of the pandemic continuing to vary among the various regions in which we operate.

Our business is almost entirely exposed to end markets which have demonstrated the same resilience experienced through past economic cycles.

Our operations have been largely recognized as 'essential' by governments and authorities around the world given the role we play in the supply chains for critical food and healthcare products.

Our scale and global footprint has enabled us to collaborate with customers and suppliers to meet volatile changes in demand and continue to service our customers.

In dealing with the exceptional challenges posed by COVID-19, we have established three guiding principles focusing on the health and safety of our employees, keeping our operations running, and contributing to relief efforts in our communities.

*Health and Safety*

Our rigorous precautionary measures include global and regional response teams that maintain contact with authorities and experts to actively manage the situation, restrictions on company travel, quarantine protocols for employees who may have had exposure or have symptoms, frequent disinfecting of our locations, and other measures designed to help protect employees, customers, and suppliers.

We expect to continue these measures until the COVID-19 pandemic is adequately contained for our business.

*Operations and Supply Chain*

To support our business partners, we have instituted business continuity plans in each of our operations and offices globally which address infection prevention measures, incident response, return to work protocols, and supply chain risks.

We have not experienced any significant disruptions in our supply chain to date attributed to COVID-19.

*Contributions to Our Communities*

To support our local communities, we launched a global program to help mitigate the impact of COVID-19 by donating food and healthcare packaging products and by funding local community initiatives to improve access to healthcare, education or food, and other essential products.

*Looking Ahead*

Recent outbreaks of variants of the virus have resulted in increased government actions to contain the pandemic.

We experienced supply shortages of certain resins and raw materials and increased price volatility of certain raw materials across many of the regions in which we operate for both of our reportable segments in the second half of fiscal 2021 attributed to a variety of global factors, including significant winter storms across the southern United States.

We expect supplies of certain raw materials will continue to be tight through at least the first half of fiscal 2022 as supply channels recover, barring any future weather or other impacts.

The Acquisition of Bemis Company, Inc.

On June 11, 2019, we completed the acquisition of 100% of the outstanding shares of Bemis Company, Inc. ("Bemis"), a global manufacturer of flexible packaging products based in the United States, for the purchase price of $5.2 billion in an all-stock transaction.

In connection with the Bemis transaction, we assumed $1.4 billion of debt.

Our total 2019 Bemis Integration Plan pre-tax integration costs are expected to be approximately $230 million to $240 million.

The 2019 Bemis Integration Plan relates to the Flexibles segment and Corporate and is expected to be substantially completed by the end of fiscal year 2022.

Restructuring related costs are directly attributable to restructuring activities; however, they do not qualify for special accounting treatment as exit or disposal activities.

General integration costs are not linked to restructuring.

We believe the disclosure of restructuring related costs provides more information on the total cost of the 2019 Bemis Integration Plan.

The restructuring related costs relate primarily to the closure of facilities and include costs to replace graphics, train new employees on relocated equipment, and anticipated losses on sale of closed facilities.

value of the investment, which was determined based on AMVIG's quoted share price.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Net sales increased by $393 million, or 3.2%, to $12,861 million for the fiscal year 2021, from $12,468 million for the fiscal year 2020.

Net income attributable to Amcor plc increased by $327 million, or 53.4%, to $939 million for the fiscal year 2021, from $612 million for the fiscal year 2020 mainly as a result of gross profit margin improvement, Bemis acquisition related synergies, nonrecurrence of Bemis acquisition related costs incurred in fiscal year 2020, and reduced interest expense, partially offset by associated tax charges.

Net sales including intersegment sales increased by $285 million, or 2.9%, to $10,040 million for fiscal year 2021, from $9,755 million for fiscal year 2020.

Net sales increased by $107 million, or 3.9%, to $2,823 million for fiscal year 2021, from $2,716 million for fiscal year 2020.

Adjusted EBIT for the fiscal year 2021 increased by $15 million, or 5.3%, to $299 million for the fiscal year 2021 from $284 million for the fiscal year 2020.

Gross profit increased by $196 million, or 7.7%, to $2,732 million for fiscal year 2021, from $2,536 million for fiscal year 2020.

The increase was primarily driven by growth in sales volume and plant cost performance and the non-recurrence of $55 million of amortization of purchase price accounting adjustments for fiscal year 2020.

SG&A decreased by $93 million, or 6.7%, to $1,292 million for fiscal year 2021, from $1,385 million for fiscal year 2020.

The decrease was primarily due to the nonrecurrence of Bemis related acquisition costs in fiscal year 2020, together with the impact of synergy benefits and other savings.

Consolidated Research and Development ("R&D") Expense

From time to time, we enter into various derivative financial [removed: instruments] [added: instruments,] such as foreign exchange contracts, commodity fixed price swaps (on behalf of customers), and interest rate swaps to manage these risks.

There have been no material changes in the risks described below, other than increased volatility in connection with the [added: Russia-Ukraine conflict and the] COVID-19 pandemic, for [removed: the] fiscal years [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021,] related to interest rate risk, foreign exchange risk, raw material and commodity price risk, and credit risk.

[removed: A hypothetical but reasonably possible] [added: An] 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. [removed: dollars,] [added: dollars and Euros,] the [removed: currency] [added: currencies] with the largest interest rate sensitivity, outstanding as of June 30, [removed: 2021,] [added: 2022,] would have resulted in an adverse impact on income [added: from continuing operations] before income taxes and equity in [removed: income (loss)] [added: income/(loss)] of affiliated companies of [removed: $16] [added: $29] million [added: expense] for the [added: fiscal] year ended June 30, [removed: 2021.][added: 2022.]

For the year ended June 30, [removed: 2021,] [added: 2022,] 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 [removed: $23] [added: $25] million.

During fiscal years [removed: 2021 and 2020, 48%] [added: 2022] and [added: 2021,] 49% [added: and 48%] of our net sales, respectively, were effectively generated in U.S. dollar functional currency entities.

During fiscal years [removed: 2021] [added: 2022] and [removed: 2020, 18%] [added: 2021, 17%] and 18% of net sales, respectively, were generated in Euro functional currency entities with the remaining 34% and [removed: 33%] [added: 34%] of net sales, respectively, being generated in entities with functional currencies other than U.S. dollars and Euros.

The primary raw materials for our products are resins, film, aluminum, and [removed: liquids.][added: chemicals.]

Changes in prices of our key raw materials and commodities, including resins, film, aluminum, inks, solvents, adhesives and liquids, and other raw materials, may result in a temporary or permanent reduction in income before income taxes and equity in [removed: income (loss)] [added: income/(loss)] of affiliated companies depending on the level of recovery by material type.

A [removed: hypothetical but reasonably possible] 1% increase on average prices for resins, film, aluminum, and liquids, 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 from continuing operations before income taxes and equity in income (loss) of affiliated companies for fiscal years [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] of [removed: $58] [added: $74] million and [removed: $57] [added: $58] million, respectively.

As of June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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.

Amcor plc (ARBN 630 385 278) is a [removed: holding company originally incorporated under Arctic Jersey Limited as a limited company under the Laws of the Bailiwick of Jersey in July 2018, in order to effect our combination with Bemis Company, Inc. On October 10, 2018, Arctic Jersey Limited was renamed "Amcor plc" and became a] public limited company incorporated under the Laws of the Bailiwick of Jersey.

Our [added: business] strategy consists of three components: a focused portfolio, differentiated capabilities, and our aspiration to be THE leading global packaging company.

Our portfolio of businesses share [removed: some] [added: certain] important characteristics:

The nature of our consumer and healthcare end markets [removed: mean] [added: means] that year-to-year volatility should be relatively low, measured on a constant currency basis.

Over [removed: time] [added: time,] 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.

Refer to Note [removed: 20,] [added: 21,] "Segments," of the notes to consolidated financial statements for financial information about reportable segments.

[removed: The] [added: Our] Flexibles Segment develops and supplies flexible packaging globally.

With approximately [removed: 39,000] [added: 37,000] employees at [removed: 174] [added: 169] significant manufacturing and support facilities in 39 countries as of June 30, [removed: 2021,] [added: 2022,] the Flexibles Segment is one of the world's largest suppliers of plastic, aluminum, and fiber based flexible packaging.

In fiscal year [removed: 2021,] [added: 2022,] Flexibles accounted for approximately [removed: 78%] [added: 77%] of [removed: our] consolidated net sales.

[removed: The] [added: Our] Rigid Packaging Segment manufactures rigid packaging containers and related products in the Americas.

As of June 30, [removed: 2021,] [added: 2022,] the Rigid Packaging Segment employed approximately 6,000 employees at [removed: 51] [added: 52] significant manufacturing and support facilities in 11 countries.

In fiscal year [removed: 2021,] [added: 2022,] Rigid Packaging accounted for approximately [removed: 22%] [added: 23%] of [removed: our] consolidated net sales.

Our technically trained sales force is supported by product development engineers, design technicians, field service technicians, and [removed: a] customer service [removed: organization.][added: teams.]

We did not have sales to a single customer that exceeded 10% of consolidated net sales [removed: for] [added: in the last three] fiscal [removed: years 2021 and 2020.][added: years.]

Manufacturing backlogs are not a significant factor in the [removed: industries] [added: markets] in which we operate.

While [removed: temporary] [added: persistent] industry-wide shortages of [added: certain] raw materials have [removed: occurred, including during] [added: continued to occur since] the second half of fiscal 2021, we have been able to manage [removed: the] supply [removed: disruption] [added: disruptions] with no material impact by working closely with our suppliers and customers.

Supply shortages can lead [added: and have in the past led] to increased raw material price [removed: volatility, which we experienced in the second half of fiscal 2021.][added: volatility.]

Increases in the price of raw materials are generally able to be passed on to customers through contractual price [added: mechanisms over time and other means.]

We expect supply disruption and price volatility to continue into fiscal [removed: 2022] [added: year 2023] and will continue to work closely with our suppliers and customers in an effort to minimize the impact on our operations.

We are the owner or licensee of [removed: thousands of] [added: more than a thousand] United States and other country patents and patent applications that relate to our products, manufacturing processes, and equipment.

[removed: Sustainability, Innovation, and Environmental Laws] [added: Sustainability] and [removed: Regulations][added: Innovation]

We believe there will always be a role for the primary packaging [removed: made by Amcor -] [added: we produce] to preserve [removed: food] [added: food, beverages,] and healthcare products, protect consumers, and promote brands.

Consumers [added: also] want cost effective, convenient, and easy to use packaging [removed: which also has an] [added: with a reduced environmental footprint and a responsible] end of life [removed: solution which will reduce waste.][added: solution.]

Sustainability is comprehensively embedded across our [removed: business -] [added: business,] from [removed: how we run our manufacturing operations more efficiently, to] the [removed: investment] [added: investments] we are making in sustainable packaging [removed: innovation.][added: innovation and design, to the partnerships we enter, and to how we run our manufacturing operations more efficiently.]

We are highly regarded for our innovation capabilities and [removed: we] have [removed: thousands of] [added: more than a thousand] active patents.

With our global scale, deep industry experience, and strong capabilities, we [added: believe that we] are uniquely positioned to lead the way in the design and development of more sustainable [removed: packaging] [added: packaging,] and this is one of the most important growth opportunities for Amcor.

Our operations and the real property we own, or lease, are subject to broad [added: governmental laws and regulations, including] environmental laws and regulations by multiple jurisdictions.

These laws and regulations pertain to [added: employee health and safety,] the discharge of certain materials into the environment, handling and disposition of waste, cleanup of contaminated soil and ground water, [removed: and] other rules to control pollution and manage natural [removed: resources.][added: resources, and other government regulations.]

We believe that we are in substantial compliance with applicable [added: health and safety laws,] environmental laws and regulations based on [removed: implementation] [added: the execution] of our Environmental, Health, and Safety Management System and regular audits of those processes and systems.

However, we cannot predict with certainty that we will not, in the future, incur liability with respect to noncompliance with [added: health and safety laws,] environmental laws and regulations due to contamination of sites formerly or currently owned or [removed: operated by us (including contamination caused by prior owners and operators of such sites) or the off-site disposal of regulated materials, which could be significant.]

Refer to Note [removed: 19,] [added: 20,] "Contingencies and Legal Proceedings," of the notes to [removed: the] consolidated financial statements for information about legal proceedings.

Our people are core to the achievement of our [removed: aspiration 'To be THE leading global packaging company'.][added: aspiration.]

We [added: believe we] are winning [removed: when] [added: for] our people [removed: are engaged] [added: when they feel safe, engaged,] and [added: are] developing as part of a high-performing, global team.

[removed: At] [added: As of] June 30, [removed: 2021,] [added: 2022,] we had approximately [removed: 46,000 employees] [added: 44,000 employees, including part-time and temporary workers,] worldwide, with approximately 30% located in North America, 30% located in Europe, 20% located in Latin America, and 20% located in the Asia Pacific region.

Collective bargaining agreements cover approximately [removed: 40%] [added: 46%] of our workforce.

As of June 30, [removed: 2021,] [added: 2022,] approximately [removed: 4%] [added: 6%] of our employees were working under expired contracts and approximately [removed: 16%] [added: 21%] were covered under collective bargaining agreements that expire within one year.

Our response to the COVID-19 pandemic illustrates our commitment to the health and safety of our [removed: employees.][added: employees and the communities in which we work.]

We [removed: have] implemented rigorous protocols supported by precautionary measures in each of our manufacturing and office locations globally to help ensure the health and safety of our people.

[removed: We] [added: 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.

We have implemented training and education programs to help our employees progress across [removed: all] functions and experience levels.

Our history dates back more than 150 years, with origins in both Australia and the USA.

Today, we are a global leader in developing and producing responsible packaging for food, beverage, pharmaceutical, medical, home and personal-care, and other products.

Our innovation excellence and global packaging expertise enables us to solve packaging challenges around the world every day, producing packaging that is more functional, appealing, and cost effective for our customers and their consumers and importantly, more sustainable for the environment.

Sustainability

Sustainability is central to our business and one of our most exciting opportunities for growth.

Working daily to embed sustainability deeper into everything we do, Amcor has been a leader in the industry in promoting sustainability.

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.

In January 2018, we became the world’s first packaging company to pledge that all our packaging would be designed to be recycled, compostable, or reusable by 2025 and also committed to increasing the amount of recycled content we use.

We are delivering against these commitments and continue to lead 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 infrastructure development.

Differentiated Solutions

Our product portfolio is diverse and dynamic due to our constant innovation and close partnerships with our customers.

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 invest approximately $100 million every year in our industry-leading research and development capabilities, bringing together the best in packaging design, science, manufacturing, and people.

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.

Our packaging expertise covers all main packaging materials including paper, metal, plastic, recycled, and bio-based materials and the sustainable use of recyclable plastics.

Our expertise and track record translate across many innovative solutions that customers can explore with ease and convenience to meet their growing packaging needs, while improving environmental impact.

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.

We have identified a clear path to provide food, beverages, and healthcare products to people around the world in a more sustainable way, and meet our sustainability ambitions, and those of our customers by focusing on what we believe are the three elements of responsible packaging: product innovation, consumer participation, and infrastructure development.

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.

Innovation is central to Amcor’s approach to sustainability and we spend approximately $100 million a year on research and development.

We solve packaging challenges, developing differentiated products, services, and processes to protect our customers products and fulfil the needs of the consumers who rely on them around the globe.

Drawing on unrivaled heritage in design, science and manufacturing, our more than 1,000 research and development ("R&D") professionals and engineers are constantly innovating new materials, formats, and technologies.

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 protecting our planet.

We also partner with non-governmental organizations, promising startups, and cross-industry initiatives and bodies.

These partnerships enable us to learn, experience other perspectives, share our expertise, and expand our innovation.

With our partners, we advocate for sound global standards, better waste management infrastructure, and more consumer participation.

We consider our overall environmental footprint to go well beyond the products we create.

We also strive to continuously reduce the environmental impacts of our operations and, for more than a decade, our EnviroAction program has helped us significantly improve how we manage energy, water, and waste in every one of our locations.

In January 2022, we further increased our efforts by committing to science-based targets to reduce greenhouse gas emissions and achieve net zero emissions by 2050.

These new commitments have been recognized by the Science Based Targets initiative (SBTi) and build on years of progress under our EnviroAction program.

Through our unique material science and innovation capabilities, we also advise our customers on the best solutions for their specific needs and those of their consumers – with broad flexibility across packaging functionality, formats, and materials.

Governmental Laws and Regulations

operated by us (including contamination caused by prior owners and operators of such sites) or the off-site disposal of regulated materials, or other broad government regulations which could be significant.

Amcor’s aspiration is to be ‘THE leading global packaging company'.

We strive to build an outperformance culture in which we consistently deliver results and strive to surpass expectations.

Bemis Company, Inc. Acquisition

On June 11, 2019, we completed the acquisition of Bemis Company, Inc. ("Bemis"), a global manufacturer of flexible packaging products, pursuant to the definitive merger agreement (the "Agreement") between Amcor Limited and Bemis dated August 6, 2018.

Under the terms of the Agreement, Bemis shareholders received 5.1 Amcor shares for each share of Bemis stock and Amcor shareholders received one Amcor CHESS Depositary Instrument ("CDI") for each share of Amcor Limited stock issued and outstanding.

Upon completion of the transaction, the Amcor shares were registered with the Securities and Exchange Commission ("SEC") and traded on the New York Stock Exchange ("NYSE") under the symbol "AMCR" and the CDIs representing our shares on the Australian Securities Exchange ("ASX") are traded under the symbol "AMC." In addition, Amcor Limited shares were delisted from the ASX and Bemis shares were delisted from the NYSE.

Sales to PepsiCo, and its subsidiaries, accounted for approximately 11% of our total net sales in fiscal year 2019.

Business arrangements with PepsiCo are aggregated across a number of separate contracts in disparate locations and any change in these business arrangements would typically occur over a period of time.

mechanisms over time and other means.

We believe responsible packaging is the answer to achieving less waste and that responsible packaging requires three things - innovative packaging design, waste management infrastructure, and consumer participation.

Amcor is committed to responsible packaging and we see this as being integral to our success.

In January 2018, we became the first global packaging company pledging to develop all of our packaging to be recyclable or reusable by 2025, to significantly increase our use of recycled materials, and to work with others to drive greater recycling of packaging around the world.

We collaborate with customers, suppliers, and innovators to create industry-leading solutions, and with other stakeholders to increase available infrastructure for waste collection, sorting and recycling, and to inform consumers about the importance of packaging and how to reduce its environmental impacts through recycling.

We also work to reduce the environmental impacts of our operations, including reducing greenhouse gas emissions, production waste, and water use.

We strive to build an outperformance culture by creating inclusive working environments where every employee feels valued and treated with respect.

We champion safe and responsible behavior among all employees in an effort to achieve an injury-free Amcor.

During fiscal 2021, we reduced the number of injuries by 23%, with all of our business groups reporting fewer injuries versus the prior fiscal year.

Across each of our locations, our teams have supported the communities where we operate during the pandemic.

This has included support for agencies providing educational supplies and other assistance to children who are home schooling and providing support to families in need.

The 'Amcor Way' defines those capabilities which we deploy consistently across our business to ensure success.

Talent and the pursuit of best in class leadership underpins our approach to Talent.

We expect our leaders to follow our rigorous talent review processes as our overarching approach to developing talent.

We track global employee engagement via surveys to collect feedback on a range of topics.

Our last survey, undertaken in June 2020, focused, in part, on our response to the COVID-19 pandemic.

Feedback from the survey provided valuable insight on action undertaken and offered additional, valuable feedback for improvement.

We are guided by a belief that by creating an inclusive work environment we will achieve better business outcomes.

We aspire to create a work environment where everyone feels encouraged to speak up and compelled to listen.

We also believe that each employee should be valued, provided with equal opportunities, empowered to deliver impact, and engaged by being treated with trust and respect.

We value the diverse experience, strengths, styles, nationalities, and cultures of all our people around the world.

We additionally report on gender diversity at our United Kingdom ("UK") sites through our publicly available UK Gender Pay Narrative.

You may also obtain these reports by

Refer to Note [removed: 19,] [added: 20,] "Contingencies and Legal Proceedings," of the notes to consolidated financial statements for information about legal proceedings.

For the fiscal year ended June 30, [removed: 2021][added: 2022]

[removed: ][added: ]

The aggregate market value of the ordinary shares held by non-affiliates of the registrant, computed by reference to the closing price of such shares as of the last business day of the registrant’s most recently completed second quarter, was [removed: $18.4] [added: $18.1] billion.

As of August [removed: 20, 2021,] [added: 16, 2022,] the Registrant had [removed: 1,538,319,792] [added: 1,489,019,556] shares issued and outstanding.

Certain information required for Part III of this Annual Report on Form 10-K is incorporated by reference to the Amcor plc definitive Proxy Statement for its [removed: 2021] [added: 2022] Annual Shareholder Meeting, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, within 120 days of Amcor plc’s fiscal year end.

| [Item [removed: 1.](#ie69261b712574c2985e777d3c253dff2_16)] [added: 1.](#iaaf9a56e00e94423becd0a3b631ec539_16)] | | | [removed: [Business](#ie69261b712574c2985e777d3c253dff2_16)] [added: [Business](#iaaf9a56e00e94423becd0a3b631ec539_16)] | | | [removed: [6](#ie69261b712574c2985e777d3c253dff2_16)] [added: [5](#iaaf9a56e00e94423becd0a3b631ec539_16)] | | |

| [Item [removed: 1A.](#ie69261b712574c2985e777d3c253dff2_19)] [added: 1A.](#iaaf9a56e00e94423becd0a3b631ec539_19)] | | | [Risk [removed: Factors](#ie69261b712574c2985e777d3c253dff2_19)] [added: Factors](#iaaf9a56e00e94423becd0a3b631ec539_19)] | | | [removed: [12](#ie69261b712574c2985e777d3c253dff2_19)] [added: [13](#iaaf9a56e00e94423becd0a3b631ec539_19)] | | |

| [Item [removed: 1B.](#ie69261b712574c2985e777d3c253dff2_22)] [added: 1B.](#iaaf9a56e00e94423becd0a3b631ec539_22)] | | | [Unresolved Staff [removed: Comments](#ie69261b712574c2985e777d3c253dff2_22)] [added: Comments](#iaaf9a56e00e94423becd0a3b631ec539_22)] | | | [removed: [23](#ie69261b712574c2985e777d3c253dff2_22)] [added: [24](#iaaf9a56e00e94423becd0a3b631ec539_22)] | | |

| [Item [removed: 2.](#ie69261b712574c2985e777d3c253dff2_25)] [added: 2.](#iaaf9a56e00e94423becd0a3b631ec539_25)] | | | [removed: [Properties](#ie69261b712574c2985e777d3c253dff2_25)] [added: [Properties](#iaaf9a56e00e94423becd0a3b631ec539_25)] | | | [removed: [23](#ie69261b712574c2985e777d3c253dff2_25)] [added: [24](#iaaf9a56e00e94423becd0a3b631ec539_25)] | | |

| [Item [removed: 3.](#ie69261b712574c2985e777d3c253dff2_28)] [added: 3.](#iaaf9a56e00e94423becd0a3b631ec539_28)] | | | [Legal [removed: Proceedings](#ie69261b712574c2985e777d3c253dff2_28)] [added: Proceedings](#iaaf9a56e00e94423becd0a3b631ec539_28)] | | | [removed: [23](#ie69261b712574c2985e777d3c253dff2_28)] [added: [24](#iaaf9a56e00e94423becd0a3b631ec539_28)] | | |

| [Item [removed: 4.](#ie69261b712574c2985e777d3c253dff2_31)] [added: 4.](#iaaf9a56e00e94423becd0a3b631ec539_31)] | | | [Mine Safety [removed: Disclosures](#ie69261b712574c2985e777d3c253dff2_31)] [added: Disclosures](#iaaf9a56e00e94423becd0a3b631ec539_31)] | | | [removed: [23](#ie69261b712574c2985e777d3c253dff2_31)] [added: [24](#iaaf9a56e00e94423becd0a3b631ec539_31)] | | |

| [Item [removed: 5.](#ie69261b712574c2985e777d3c253dff2_37)] [added: 5.](#iaaf9a56e00e94423becd0a3b631ec539_37)] | | | [removed: [Market](#ie69261b712574c2985e777d3c253dff2_37) [f](#ie69261b712574c2985e777d3c253dff2_37)[or] [added: [Market for] Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#ie69261b712574c2985e777d3c253dff2_37)] [added: Securities](#iaaf9a56e00e94423becd0a3b631ec539_37)] | | | [removed: [24](#ie69261b712574c2985e777d3c253dff2_37)] [added: [25](#iaaf9a56e00e94423becd0a3b631ec539_37)] | | |

| [Item [removed: 7.](#ie69261b712574c2985e777d3c253dff2_43)] [added: 7.](#iaaf9a56e00e94423becd0a3b631ec539_40)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie69261b712574c2985e777d3c253dff2_43)] [added: Operations](#iaaf9a56e00e94423becd0a3b631ec539_40)] | | | [removed: [26](#ie69261b712574c2985e777d3c253dff2_43)] [added: [28](#iaaf9a56e00e94423becd0a3b631ec539_40)] | | |

| [Item [removed: 7A.](#ie69261b712574c2985e777d3c253dff2_70)] [added: 7A.](#iaaf9a56e00e94423becd0a3b631ec539_67)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie69261b712574c2985e777d3c253dff2_70)] [added: Risk](#iaaf9a56e00e94423becd0a3b631ec539_67)] | | | [removed: [45](#ie69261b712574c2985e777d3c253dff2_70)] [added: [45](#iaaf9a56e00e94423becd0a3b631ec539_67)] | | |

| [Item [removed: 8.](#ie69261b712574c2985e777d3c253dff2_73)] [added: 8.](#iaaf9a56e00e94423becd0a3b631ec539_70)] | | | [Financial Statements and Supplementary [removed: Data](#ie69261b712574c2985e777d3c253dff2_73)] [added: Data](#iaaf9a56e00e94423becd0a3b631ec539_70)] | | | [removed: [47](#ie69261b712574c2985e777d3c253dff2_73)] [added: [47](#iaaf9a56e00e94423becd0a3b631ec539_70)] | | |

| | | | [removed: [Report](#ie69261b712574c2985e777d3c253dff2_76) [of] [added: [Report of] Independent Registered Public Accounting [removed: Firm](#ie69261b712574c2985e777d3c253dff2_76)] [added: Firm (PCAOB ID](#iaaf9a56e00e94423becd0a3b631ec539_73) 1358[)](#iaaf9a56e00e94423becd0a3b631ec539_73)] | | | [removed: [47](#ie69261b712574c2985e777d3c253dff2_76)] [added: [47](#iaaf9a56e00e94423becd0a3b631ec539_73)] | | |

| | | | [Consolidated Statements of [removed: Income](#ie69261b712574c2985e777d3c253dff2_79)] [added: Income](#iaaf9a56e00e94423becd0a3b631ec539_76)] | | | [removed: [49](#ie69261b712574c2985e777d3c253dff2_79)] [added: [49](#iaaf9a56e00e94423becd0a3b631ec539_76)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#ie69261b712574c2985e777d3c253dff2_82)] [added: Income](#iaaf9a56e00e94423becd0a3b631ec539_79)] | | | [removed: [50](#ie69261b712574c2985e777d3c253dff2_82)] [added: [50](#iaaf9a56e00e94423becd0a3b631ec539_79)] | | |

| | | | [Consolidated Balance [removed: Sheets](#ie69261b712574c2985e777d3c253dff2_85)] [added: Sheets](#iaaf9a56e00e94423becd0a3b631ec539_82)] | | | [removed: [51](#ie69261b712574c2985e777d3c253dff2_85)] [added: [51](#iaaf9a56e00e94423becd0a3b631ec539_82)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#ie69261b712574c2985e777d3c253dff2_88)] [added: Flows](#iaaf9a56e00e94423becd0a3b631ec539_85)] | | | [removed: [52](#ie69261b712574c2985e777d3c253dff2_88)] [added: [52](#iaaf9a56e00e94423becd0a3b631ec539_85)] | | |

| | | | [Consolidated Statements of [removed: Equity](#ie69261b712574c2985e777d3c253dff2_91)] [added: Equity](#iaaf9a56e00e94423becd0a3b631ec539_88)] | | | [removed: [53](#ie69261b712574c2985e777d3c253dff2_91)] [added: [53](#iaaf9a56e00e94423becd0a3b631ec539_88)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#ie69261b712574c2985e777d3c253dff2_94)] [added: Statements](#iaaf9a56e00e94423becd0a3b631ec539_91)] | | | [removed: [54](#ie69261b712574c2985e777d3c253dff2_94)] [added: [54](#iaaf9a56e00e94423becd0a3b631ec539_91)] | | |

| [Item [removed: 9.](#ie69261b712574c2985e777d3c253dff2_172)] [added: 9.](#iaaf9a56e00e94423becd0a3b631ec539_163)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ie69261b712574c2985e777d3c253dff2_172)] [added: Disclosure](#iaaf9a56e00e94423becd0a3b631ec539_163)] | | | [removed: [108](#ie69261b712574c2985e777d3c253dff2_172)] [added: [107](#iaaf9a56e00e94423becd0a3b631ec539_163)] | | |

| [Item [removed: 9A.](#ie69261b712574c2985e777d3c253dff2_175)] [added: 9A.](#iaaf9a56e00e94423becd0a3b631ec539_166)] | | | [Controls and [removed: Procedures](#ie69261b712574c2985e777d3c253dff2_175)] [added: Procedures](#iaaf9a56e00e94423becd0a3b631ec539_166)] | | | [removed: [108](#ie69261b712574c2985e777d3c253dff2_175)] [added: [107](#iaaf9a56e00e94423becd0a3b631ec539_166)] | | |

| [Item [removed: 9B.](#ie69261b712574c2985e777d3c253dff2_178)] [added: 9B.](#iaaf9a56e00e94423becd0a3b631ec539_169)] | | | [Other [removed: Information](#ie69261b712574c2985e777d3c253dff2_178)] [added: Information](#iaaf9a56e00e94423becd0a3b631ec539_169)] | | | [removed: [109](#ie69261b712574c2985e777d3c253dff2_178)] [added: [107](#iaaf9a56e00e94423becd0a3b631ec539_169)] | | |

| [Item [removed: 10.](#ie69261b712574c2985e777d3c253dff2_184)] [added: 10.](#iaaf9a56e00e94423becd0a3b631ec539_175)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie69261b712574c2985e777d3c253dff2_184)] [added: Governance](#iaaf9a56e00e94423becd0a3b631ec539_175)] | | | [removed: [109](#ie69261b712574c2985e777d3c253dff2_184)] [added: [108](#iaaf9a56e00e94423becd0a3b631ec539_175)] | | |

| [Item [removed: 11.](#ie69261b712574c2985e777d3c253dff2_187)] [added: 11.](#iaaf9a56e00e94423becd0a3b631ec539_178)] | | | [Executive [removed: Compensation](#ie69261b712574c2985e777d3c253dff2_187)] [added: Compensation](#iaaf9a56e00e94423becd0a3b631ec539_178)] | | | [removed: [109](#ie69261b712574c2985e777d3c253dff2_187)] [added: [109](#iaaf9a56e00e94423becd0a3b631ec539_178)] | | |

| [Item [removed: 12.](#ie69261b712574c2985e777d3c253dff2_190)] [added: 12.](#iaaf9a56e00e94423becd0a3b631ec539_181)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#ie69261b712574c2985e777d3c253dff2_190)] [added: Matters](#iaaf9a56e00e94423becd0a3b631ec539_181)] | | | [removed: [109](#ie69261b712574c2985e777d3c253dff2_190)] [added: [109](#iaaf9a56e00e94423becd0a3b631ec539_181)] | | |

| [Item [removed: 13.](#ie69261b712574c2985e777d3c253dff2_193)] [added: 13.](#iaaf9a56e00e94423becd0a3b631ec539_184)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie69261b712574c2985e777d3c253dff2_193)] [added: Independence](#iaaf9a56e00e94423becd0a3b631ec539_184)] | | | [removed: [110](#ie69261b712574c2985e777d3c253dff2_193)] [added: [109](#iaaf9a56e00e94423becd0a3b631ec539_184)] | | |

| [Item [removed: 14.](#ie69261b712574c2985e777d3c253dff2_196)] [added: 14.](#iaaf9a56e00e94423becd0a3b631ec539_187)] | | | [Principal Accountant Fees and [removed: Services](#ie69261b712574c2985e777d3c253dff2_196)] [added: Services](#iaaf9a56e00e94423becd0a3b631ec539_187)] | | | [removed: [110](#ie69261b712574c2985e777d3c253dff2_196)] [added: [109](#iaaf9a56e00e94423becd0a3b631ec539_187)] | | |

| [Item [removed: 15.](#ie69261b712574c2985e777d3c253dff2_202)] [added: 15.](#iaaf9a56e00e94423becd0a3b631ec539_193)] | | | [Exhibits and Financial Statement [removed: Schedules](#ie69261b712574c2985e777d3c253dff2_202)] [added: Schedules](#iaaf9a56e00e94423becd0a3b631ec539_193)] | | | [removed: [111](#ie69261b712574c2985e777d3c253dff2_202)] [added: [110](#iaaf9a56e00e94423becd0a3b631ec539_193)] | | |

| [Item [removed: 16.](#ie69261b712574c2985e777d3c253dff2_205)] [added: 16.](#iaaf9a56e00e94423becd0a3b631ec539_196)] | | | [Form 10-K Summary [removed: (optional)](#ie69261b712574c2985e777d3c253dff2_205)] [added: (optional)](#iaaf9a56e00e94423becd0a3b631ec539_196)] | | | [removed: [114](#ie69261b712574c2985e777d3c253dff2_205)] [added: [112](#iaaf9a56e00e94423becd0a3b631ec539_196)] | | |

Forward-looking statements are generally identified with words like "believe," "expect," "target," "project," "may," "could," "would," "approximately," "possible," "will," "should," "intend," "plan," "anticipate," [added: "commit,"] "estimate," "potential," [added: "ambitions,"] "outlook," or "continue," the negative of these words, other terms of similar meaning, or the use of future dates.

None of Amcor or any of its respective directors, executive [removed: officers] [added: officers,] or advisors, provide any representation, [removed: assurance] [added: assurance,] or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur.

- the loss of key customers, a reduction in their production [removed: requirements] [added: requirements,] or consolidation among key customers;

- challenging current and future global economic [removed: conditions;][added: conditions, including inflation and supply chain disruptions;]

- production, supply, and other commercial risks, including counterparty credit risks, which may be exacerbated in times of economic [removed: downturn;][added: volatility;]

- costs and liabilities related to current and future [removed: environmental and] [added: environment,] health and safety laws and regulations;

- a significant increase in our indebtedness or a downgrade in our credit rating [removed: that] could [added: reduce our operating flexibility and] increase our borrowing costs and negatively affect our financial condition and results of operations;

- [removed: our need] [added: failure] to maintain an effective system of internal control over financial reporting;

| [Part I](#iaaf9a56e00e94423becd0a3b631ec539_13) | | | | | | | | |

| [Part II](#iaaf9a56e00e94423becd0a3b631ec539_34) | | | | | | | | |

| [Item 9C.](#iaaf9a56e00e94423becd0a3b631ec539_1639) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#iaaf9a56e00e94423becd0a3b631ec539_1639) | | | [107](#iaaf9a56e00e94423becd0a3b631ec539_1639) | | |

| [Part III](#iaaf9a56e00e94423becd0a3b631ec539_172) | | | | | | | | |

| [Part IV](#iaaf9a56e00e94423becd0a3b631ec539_190) | | | | | | | | |

| | | | [Exhibit Index](#iaaf9a56e00e94423becd0a3b631ec539_193) | | | [110](#iaaf9a56e00e94423becd0a3b631ec539_193) | | |

| | | | [Signatures](#iaaf9a56e00e94423becd0a3b631ec539_199) | | | [113](#iaaf9a56e00e94423becd0a3b631ec539_199) | | |

- impact of operating internationally, including negative impacts from the Russia-Ukraine conflict;

- global health outbreaks, including the Coronavirus pandemic ("COVID-19");

- risks related to climate change;

- failures or disruptions in information technology systems;

- cybersecurity risks, which could disrupt our operations or risk of loss of our sensitive business information;

- rising interest rates that increase our borrowing costs on our variable rate indebtedness and could have other negative impacts;

- an inability to defend our intellectual property rights or intellectual property infringement claims against us;

| [Part I](#ie69261b712574c2985e777d3c253dff2_13) | | | | | | | | |

| [Part II](#ie69261b712574c2985e777d3c253dff2_34) | | | | | | | | |

| [Part III](#ie69261b712574c2985e777d3c253dff2_181) | | | | | | | | |

| [Part IV](#ie69261b712574c2985e777d3c253dff2_199) | | | | | | | | |

| | | | [Exhibit Index](#ie69261b712574c2985e777d3c253dff2_202) | | | [111](#ie69261b712574c2985e777d3c253dff2_202) | | |

| | | | [Signatures](#ie69261b712574c2985e777d3c253dff2_208) | | | [115](#ie69261b712574c2985e777d3c253dff2_208) | | |

- the failure to successfully integrate acquisitions in the expected time frame;

- challenges to or the loss of our intellectual property rights;

- adverse impacts from the ongoing 2019 Novel Coronavirus ("COVID-19") pandemic or other similar outbreaks on Amcor and its customers, suppliers, employees, and the geographic markets in which Amcor and its customers operate;

- impact of operating internationally;

- a failure or disruption in our information technology systems;

- the possibility that the phase out of the London Interbank Offered Rate ("LIBOR") causes our interest expense to increase;

- an increase in interest rates;

- a failure to hedge effectively against adverse fluctuations in interest rates and foreign exchange rates;

- our ability to develop and successfully introduce new products and to develop, acquire, and retain intellectual property rights.

[removed: The] [added: Our] manufacturing plants operate at varying levels of utilization depending on the type of operation and market conditions.

The breakdown of our significant manufacturing and support facilities at June 30, [removed: 2021] [added: 2022] were as follows:

This segment has [removed: 174] [added: 52] significant manufacturing and support facilities located in [removed: 39] [added: 11] countries, of which [removed: 123] [added: 12] are owned directly by us and [removed: 51] [added: 40] are leased from outside parties.

This segment has [removed: 51] [added: 169] significant manufacturing and support facilities located in [removed: 11] [added: 39] countries, of which [removed: 12] [added: 118] are owned directly by us and [removed: 39] [added: 51] are leased from outside parties.

[removed: At] [added: As of] June 30, [removed: 2021,] [added: 2022,] there were [removed: 108,928] [added: 105,788] registered holders of record of our ordinary shares and CDIs.

Share repurchase activity during the three months ended June 30, [removed: 2021 were] [added: 2022 was] as follows (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 [removed: (2)] [added: (1)] | | | | | | Average Price Paid Per Share [removed: (2)(3)] [added: (1)(2)] | | | | | | 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 [removed: (1)] [added: (3)] | | |

[removed: (1)On] [added: In addition, on] February [removed: 2, 2021,] [added: 1, 2022,] our Board of Directors approved [removed: a] [added: an additional] $200 million buyback of ordinary shares and CDIs during the [removed: following] [added: next] twelve months.

[removed: In addition, on] [added: (3)On] August 17, 2021, our Board of Directors approved [removed: an additional] [added: a buyback of] $400 million [removed: buyback] of ordinary shares and/or [removed: CDIs] [added: CHESS Depositary Instruments ("CDIs")] during the [removed: next] [added: following] twelve months.

[removed: (2)Includes] [added: (1)Includes] shares purchased on the open market to satisfy the vesting and exercises of share-based compensation awards.

[removed: (3)Average] [added: (2)Average] price paid per share excludes costs associated with the repurchase.

The line graph below compares the annual percentage change in Amcor plc's cumulative total shareholder return on its ordinary shares with the cumulative total return of its [removed: international packaging peer group,] [added: Peer Group, International Packaging Peer Group,] the S&P 500 Index, and the ASX 200 Index for the period beginning June 11, 2019.

[removed: ][added: ]

| | | | | | | June 11, 2019 | | | | | | June 30, 2019 | | | | | | June 30, 2020 | | | | | | June 30, 2021 | | | [added: | | | June 30, 2022 | | |]

| Amcor plc | | | | | | $ | 100.00 | | | | | $ | 102.77 | | | | | $ | 95.68 | | | | | $ | 111.82 | | [added: | | | $ | 126.13 | |]

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 107.05 | | | | | $ | 115.08 | | | | | $ | 162.03 | | [added: | | | $ | 144.83 | |]

| S&P/ASX 200 | | | | | | $ | 100.00 | | | | | $ | 102.08 | | | | | $ | 93.59 | | | | | $ | 131.41 | | [added: | | | $ | 114.86 | |]

| International Packaging Peer Group | | | | | | $ | 100.00 | | | | | $ | 101.55 | | | | | $ | 91.28 | | | | | $ | 135.67 | | [added: | | | $ | 114.23 | |]

The International Packaging Peer Group consists of AptarGroup, Inc., Ball Corporation, Berry Global Group, [removed: Inc,] [added: 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., Sonoco Products Company, and WestRock Company.

| April 1 - 30, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 178 | |

| May 1 - 31, 2022 | | | | | | 11,324 | | | | | | 12.62 | | | | | | 10,324 | | | | | | 45 | | |

| June 1 - 30, 2022 | | | | | | 3,423 | | | | | | 13.24 | | | | | | 3,423 | | | | | | — | | |

| Total | | | | | | 14,747 | | | | | | $ | 12.76 | | | | | 13,747 | | | | | | | | |

Both buyback programs have been completed as of June 30, 2022.

On August 17, 2022, our Board of Directors approved a further $400 million buyback of ordinary shares and/or CHESS Depositary Instruments ("CDIs") during the next twelve months.

The Company has elected to change the composition of the presented peer group from the International Packaging Peer Group to a new Peer Group, the composition of which is detailed later in this section.

The Company believes that the new Peer Group provides investors with more relevant information about the Company's total shareholder return and relative performance against comparable companies both in Australia and internationally.

As of June 30, 2022, the Company presents a transition total shareholder return graph that incorporates both Peer Group and International Packaging Peer Group.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Peer Group | | | | | | $ | 100.00 | | | | | $ | 100.12 | | | | | $ | 104.54 | | | | | $ | 124.79 | | | | | $ | 126.34 | |

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 Co, Huhtamaki 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.

The International Packaging Peer Group has been replaced by the Peer Group and will not be published in future Annual Reports on Form 10-K.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| April 1 - 30, 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 43 | |

| May 1 - 31, 2021 | | | | | | 3,473 | | | | | | 12.34 | | | | | | 3,473 | | | | | | — | | |

| June 1 - 30, 2021 | | | | | | 652 | | | | | | 12.17 | | | | | | — | | | | | | — | | |

| Total | | | | | | 4,125 | | | | | | $ | 12.31 | | | | | 3,473 | | | | | | | | |

The table above reflects the final purchases under this program which occurred in the fourth fiscal quarter of 2021.

We have audited the accompanying consolidated balance sheets of Amcor plc and its subsidiaries (the “Company”) as of June 30, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended June 30, [removed: 2021,] [added: 2022,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of June 30, [removed: 2021] [added: 2022] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and the results of its operations and its cash flows for each of the three years in the period ended June [removed: 30,2021,] [added: 30,2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: Management conducts an impairment analysis in the fourth quarter of each year,] [added: Goodwill is not amortized, but instead tested annually] or whenever events and circumstances indicate an impairment may have occurred during the [added: fiscal] year.

The principal considerations for our determination that performing procedures relating to the [removed: goodwill impairment assessment] [added: valuation] of [removed: the Flexibles Latin America reporting unit within the Flexibles Segment] [added: assets and liabilities held for sale] is a critical audit matter are [removed: (i)] the significant judgment by management when developing the fair value measurement of the [removed: reporting unit; (ii)] [added: Russian business and] a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to [removed: revenue growth, projected operating income growth, terminal values, and the discount rates; and (iii) the audit effort involved the use of professionals with specialized skill] [added: market multiples] and [removed: knowledge.][added: forecasted EBITDA.]

These procedures also included, among others, (i) testing management’s process for developing the fair value [removed: estimate of the reporting unit;] [added: estimate;] (ii) evaluating the appropriateness of the [removed: discounted cash flow models;] [added: market multiples model;] (iii) testing the completeness and accuracy of underlying data used in the [removed: models;] [added: model] and (iv) evaluating the reasonableness of the significant assumptions used by management related to [removed: the revenue growth, projected operating income growth, terminal values,] [added: market multiples] and [removed: the discount rates.][added: forecasted EBITDA.]

Evaluating management’s assumptions related to [removed: the revenue growth, projected operating income growth, terminal values,] [added: market multiples] and [removed: the discount rates] [added: forecasted EBITDA] involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the [removed: reporting unit;] [added: Russian business;] (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

[removed: (in] [added: ($ in] millions, except per share data)

| For the years ended June 30, | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net sales | | | | | | $ | [removed: 12,861] [added: 14,544] | | | | | $ | [removed: 12,468] [added: 12,861] | | | | | $ | [removed: 9,458] [added: 12,468] | |

| Cost of sales | | | | | | [removed: (10,129)] [added: (11,724)] | | | | | | [removed: (9,932)] [added: (10,129)] | | | | | | [removed: (7,659)] [added: (9,932)] | | |

| Gross profit | | | | | | [removed: 2,732] [added: 2,820] | | | | | | [removed: 2,536] [added: 2,732] | | | | | | [removed: 1,799] [added: 2,536] | | |

| Selling, general, and administrative expenses | | | | | | [removed: (1,292)] [added: (1,284)] | | | | | | [removed: (1,385)] [added: (1,292)] | | | | | | [removed: (999)] [added: (1,385)] | | |

| Research and development expenses | | | | | | [removed: (100)] [added: (96)] | | | | | | [removed: (97)] [added: (100)] | | | | | | [removed: (64)] [added: (97)] | | |

| Restructuring and related expenses, net | | | | | | [removed: (94)] [added: $] | [added: (96)] | | | | | [removed: (115)] [added: $] | [added: (94)] | | | | | [removed: (131)] [added: $] | [added: (115)] | |

| Other income, net | | | | | | [removed: 75] [added: 33] | | | | | | [removed: 55] [added: 75] | | | | | | [removed: 187] [added: 55] | | |

| Operating income | | | | | | [removed: 1,321] [added: 1,239] | | | | | | [removed: 994] [added: 1,321] | | | | | | [removed: 792] [added: 994] | | |

| Interest income | | | | | | [removed: 14] [added: 24] | | | | | | [removed: 22] [added: 14] | | | | | | [removed: 17] [added: 22] | | |

| Interest expense | | | | | | [removed: (153)] [added: (159)] | | | | | | [removed: (207)] [added: (153)] | | | | | | [removed: (208)] [added: (207)] | | |

| Other non-operating income, net | | | | | | 11 | | | | | | [removed: 16] [added: 11] | | | | | | [removed: 3] [added: 16] | | |

| Income from continuing operations before income taxes and equity in [removed: income (loss)] [added: income/(loss)] of affiliated companies | | | | | | [removed: 1,193] [added: 1,115] | | | | | | [removed: 825] [added: 1,193] | | | | | | [removed: 604] [added: 825] | | |

| Income tax expense | | | | | | [removed: (261)] [added: (300)] | | | | | | [removed: (187)] [added: (261)] | | | | | | [removed: (172)] [added: (187)] | | |

| Equity in [removed: income (loss)] [added: income/(loss)] of affiliated companies, net of tax | | | | | | [removed: 19] [added: —] | | | | | | [removed: (14)] [added: 19] | | | | | | [removed: 4] [added: (14)] | | |

| Income from continuing operations | | | | | | [removed: 951] [added: 815] | | | | | | [removed: 624] [added: 951] | | | | | | [removed: 436] [added: 624] | | |

| [removed: Income (loss)] [added: Loss] from discontinued operations, net of tax | | | | | | — | | | | | | [removed: (8)] [added: —] | | | | | | [removed: 1] [added: (8)] | | |

| Net income | | | | | | $ | [removed: 951] [added: 815] | | | | | $ | [removed: 616] [added: 951] | | | | | $ | [removed: 437] [added: 616] | |

| Net income attributable to non-controlling interests | | | | | | [removed: (12)] [added: (10)] | | | | | | [removed: (4)] [added: (12)] | | | | | | [removed: (7)] [added: (4)] | | |

| Net income attributable to Amcor plc | | | | | | $ | [removed: 939] [added: 805] | | | | | $ | [removed: 612] [added: 939] | | | | | $ | [removed: 430] [added: 612] | |

| Income from continuing operations | | | | | | $ | [removed: 0.604] [added: 0.532] | | | | | $ | [removed: 0.387] [added: 0.604] | | | | | $ | [removed: 0.363] [added: 0.387] | |

| [removed: Income (loss)] [added: Loss] from discontinued operations | | | | | | — | | | | | | [removed: (0.005)] [added: —] | | | | | | [removed: 0.001] [added: (0.005)] | | |

| Net income | | | | | | $ | [removed: 0.604] [added: 0.532] | | | | | $ | [removed: 0.382] [added: 0.604] | | | | | $ | [removed: 0.364] [added: 0.382] | |

| Income from continuing operations | | | | | | $ | [removed: 0.602] [added: 0.529] | | | | | $ | [removed: 0.387] [added: 0.602] | | | | | $ | [removed: 0.362] [added: 0.387] | |

| Net income | | | | | | $ | [removed: 0.602] [added: 0.529] | | | | | $ | [removed: 0.382] [added: 0.602] | | | | | $ | [removed: 0.363] [added: 0.382] | |

[removed: (in] [added: ($ in] millions)

| Net income | | | | | | $ | [removed: 951] [added: 815] | | | | | $ | [removed: 616] [added: 951] | | | | | $ | [removed: 437] [added: 616] | |

| Other comprehensive [removed: income (loss):] [added: income/(loss):] | | | | | | | | | | | | | | | | | | | | |

| Net [removed: gains (losses)] [added: gains/(losses)] on cash flow hedges, net of tax (a) | | | | | | [removed: 26] [added: (7)] | | | | | | [removed: (22)] [added: 26] | | | | | | [removed: (4)] [added: (22)] | | |

| Foreign currency translation adjustments, net of tax (b) | | | | | | [removed: 205] [added: (201)] | | | | | | [removed: (287)] [added: 205] | | | | | | [removed: 61] [added: (287)] | | |

| Net investment hedge of foreign operations, net of tax (c) | | | | | | — | | | | | | [removed: (2)] [added: —] | | | | | | [removed: (11)] [added: (2)] | | |

*Valuation of assets and liabilities held for sale*

As described in Notes 2, 4, and 6 to the consolidated financial statements, during the fourth quarter of fiscal year 2022, the Company classified the assets and liabilities of its three manufacturing facilities in Russia (“Russian business”) as held for sale, as a result of the Company's decision to sell its Russian operations.

The Company has recorded an impairment charge of $90 million as of June 30, 2022, within the line item “Restructuring, impairment, and related expenses, net” on the consolidated statements of income.

Assets and liabilities held for sale are reported at the lower of their carrying value or fair value less cost to sell.

Fair value is determined based on management’s assessment of indicative bids, a market multiples model in which a market multiple is applied to forecasted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), discounted cash flows, appraised values or management's estimates, depending on the specific situation.

These procedures included testing the effectiveness of controls relating to management’s valuation of assets and liabilities held for sale.

| Zurich, Switzerland | | | | | |

| Restructuring, impairment, and related expenses, net | | | | | | (234) | | | | | | (94) | | | | | | (115) | | |

| For the years ended June 30, | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

($ in millions, except share and per share data)

| Assets held for sale, net | | | | | | 192 | | | | | | — | | |

| Liabilities held for sale | | | | | | 65 | | | | | | — | | |

| For the years ended June 30, | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Net income | | | | | | $ | 815 | | | | | $ | 951 | | | | | $ | 616 | |

| Russia and Ukraine impairment | | | | | | 138 | | | | | | — | | | | | | — | | |

($ in millions, except per share data)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | | | | | | | | | | | | | 805 | | | | | | | | | | | | | | | | | | 10 | | | | | | 815 | | |

| Share buyback/cancellations | | | | | | — | | | | | | (601) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (601) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of June 30, 2022 | | | | | | $ | 15 | | | | | $ | 4,431 | | | | | $ | 534 | | | | | $ | (880) | | | | | $ | (18) | | | | | $ | 59 | | | | | $ | 4,141 | |

Amcor plc and Subsidiaries

Amcor plc ("Amcor" or the "Company") is a public limited company incorporated under the Laws of the Bailiwick of Jersey.

The Company's history dates back more than 150 years, with origins in both Australia and the United States of America.

Today, Amcor is a global leader in developing and producing responsible packaging for food, beverage, pharmaceutical, medical, home and personal-care, and other consumer goods end markets.

The Company's innovation excellence and global packaging expertise enables the Company to solve packaging challenges around the world every day, producing packaging that is more functional, appealing, and cost effective for its customers and their consumers and importantly, more sustainable for the environment.

Held for Sale and Discontinued Operations: The Company classifies assets and liabilities (the "disposal group") as held for sale in the period when all of the relevant criteria to be classified as held for sale are met.

Criteria include management commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within one year.

Assets held for sale are reported at the lower of their carrying value or fair value less cost to sell.

Fair value is determined based on management’s assessment of indicative bids, a market multiples model in which a market multiple is applied to forecasted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), discounted cash flows, appraised values or management's estimates, depending on the specific situation.

Any loss resulting from the measurement is recognized in the period the held for sale criteria are met.

If the disposal group meets the definition of a business, the goodwill within the reporting unit is allocated to the disposal group based on its relative fair value.

The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying value of the disposal group.

Assets held for sale are not amortized or depreciated.

The Company recorded an impairment charge on assets held for sale of $90 million for the fiscal year ended June 30, 2022.

A disposal group that represents a strategic shift to the Company or is acquired with the intention to sell is reflected as a discontinued operation on the consolidated statements of income and prior periods are recast to reflect the earnings or losses as income from discontinued operations.

material in any of the periods presented.

Costs related to inventories include raw materials, direct labor and manufacturing overhead.

*Goodwill Impairment Assessment - Flexibles Latin America Reporting Unit within the Flexibles Segment*

As described in Notes 2 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was $5,419 million as of June 30, 2021, and the goodwill associated with the Flexibles Segment was $4,437 million which includes goodwill associated with the Flexibles Latin America reporting unit.

Management’s quantitative assessment utilizes present value (discounted cash flow) methods to determine the fair value of the reporting unit.

As disclosed by management, if the carrying value of a reporting unit exceeds its fair value, management would 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.

Management’s projected future cash flows for the Flexibles Latin America reporting unit included key assumptions relating to revenue growth, projected operating income growth, terminal values, and the discount rates.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Flexibles Latin America reporting unit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow models and certain significant assumptions, including the terminal values and discount rates.

| Zürich, Switzerland | | | | | |

| August 24, 2021 | | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Amortization of deferred gain on sale and leasebacks | | | | | | — | | | | | | — | | | | | | (7) | | |

| Investments in affiliated companies and other | | | | | | (5) | | | | | | — | | | | | | — | | |

| Business acquisitions, net of cash acquired | | | | | | — | | | | | | — | | | | | | 42 | | |

| Balance as of June 30, 2018 | | | | | | $ | — | | | | | $ | 784 | | | | | $ | 562 | | | | | $ | (708) | | | | | $ | (11) | | | | | $ | 68 | | | | | $ | 695 | |

| Net income | | | | | | | | | | | | | | | | | | 430 | | | | | | | | | | | | | | | | | | 7 | | | | | | 437 | | |

| Net shares issued | | | | | | 11 | | | | | | (11) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Settlement of forward contracts to purchase own equity to meet share-based incentive plans, net of tax | | | | | | | | | | | | 25 | | | | | | | | | | | | | | | | | | (25) | | | | | | | | | | | | — | | |

| Acquisition of Bemis Company, Inc. | | | | | | 5 | | | | | | 5,225 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,230 | | |

Amcor plc ("Amcor" or the "Company") is a holding company originally incorporated under the name Arctic Jersey Limited as a limited company incorporated under the Laws of the Bailiwick of Jersey in July 2018, in order to effect the Company's combination with Bemis Company, Inc. On October 10, 2018, Arctic Jersey Limited was renamed "Amcor plc" and became a public limited company incorporated under the Laws of the Bailiwick of Jersey.

On June 11, 2019, the Company completed its acquisition of Bemis Company, Inc ("Bemis").

The combination of Amcor and Bemis has created a global packaging leader.

The Company employs approximately 46,000 individuals and has 225 significant manufacturing and support facilities in more than 40 countries.

incurred or the service is provided.

The Company did not have any restricted cash at June 30, 2020.

The current year expense to adjust the allowance for doubtful accounts is recorded within selling, general, and administrative expenses in the consolidated statements of income.

| Less: Allowance for doubtful accounts | | | | | | (28) | | | | | | (35) | | |

| Trade receivables, net | | | | | | $ | 1,864 | | | | | $ | 1,616 | |

Allowance for Doubtful Accounts

| Balances as of June 30, 2020 and 2019, respectively | | | | | | $ | (35) | | | | | $ | (34) | |

| Impact of adoption of ASC 326 ("CECL") (1) | | | | | | (7) | | | | | | — | | |

| Recoveries/(charges) to income | | | | | | 4 | | | | | | (5) | | |

| Write-offs | | | | | | 11 | | | | | | 1 | | |

| Balances as of June 30, 2021 and 2020, respectively | | | | | | $ | (28) | | | | | $ | (35) | |

(1)Refer to Note 3, "New Accounting Guidance" for more information regarding adoption of ASC 326.

Inventories are summarized at June 30, 2021 and 2020 as follows:

| Inventory, net | | | | | | $ | 1,991 | | | | | $ | 1,832 | |

For tax purposes, the Company generally uses accelerated methods of depreciation.

The tax effect of the difference between book and tax depreciation has been provided for as deferred income taxes.

| Total impairment losses recognized in the consolidated statements of income | | | | | | $ | 10 | | | | | $ | 22 | | | | | $ | 75 | |

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, [removed: 2021.][added: 2022.]

The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and [removed: 15(d)-15(e)] [added: 15d-15(e)] under the Securities Exchange Act of 1934, as amended (the [removed: "Exchange Act"),] [added: “Exchange Act”),] means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports [added: that] it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms.

Management recognizes that any controls and procedures, no matter how well [removed: designed,] [added: designed] and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, [removed: 2021.][added: 2022.]

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, [removed: 2021.][added: 2022.]

Based on this evaluation, our management concluded that we maintained effective internal control over financial reporting as of June 30, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of June 30, [removed: 2021,] [added: 2022,] has been audited by PricewaterhouseCoopers AG, an independent registered public accounting firm, as stated in their report, which appears on "Item 8.

[removed: Except as described above, there] [added: There] were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth [removed: fiscal] quarter of [removed: 2021] [added: fiscal year 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Completed Remediation of Previously Reported Material Weakness

As previously described in Item 9A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, we identified a material weakness arising from deficiencies in the design and operating effectiveness of internal controls over the period end reporting process which we identified in our preparation for compliance with applicable listing requirements in the U.S. and the conversion of our historical Australian Accounting Standards financial statements to U.S. GAAP.

Specifically, we did not design and maintain effective controls to verify that conflicting duties were appropriately segregated within key IT systems used in the preparation and reporting of financial information.

Our main deficiencies concerned the need for improved documentation and monitoring to meet the required internal control over financial reporting standards to enable us to demonstrate segregation of duties are appropriately managed.

Since the material weakness has been identified, we have (i) developed and implemented additional controls and procedures to reduce the number of segregation of duties conflicts within our key IT systems, which includes the implementation of new security roles and the automation of segregation of duties monitoring where practical, (ii) designed and implemented additional compensating controls where necessary and (iii) developed training on segregation of duties.

Given we operate many key ERP systems globally, this effort initially targeted the largest of these key systems in fiscal year 2020 and was expanded in fiscal year 2021 to cover our remaining key systems.

These enhanced processes, including the implementation

of new mitigating controls, have now operated for a sufficient period of time and we have concluded, through testing, that they are designed and are operating effectively.

As a result, we have concluded the material weakness has been remediated as of June 30, 2021.

PART III

Not applicable.

PART III

The information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after June 30, [removed: 2021,] [added: 2022,] and such information is expressly incorporated herein by reference.

Information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after June 30, [removed: 2021,] [added: 2022,] and such information is expressly incorporated herein by reference.

Equity compensation plans as of June 30, [removed: 2021] [added: 2022] were as follows:

(1)Includes outstanding [removed: options] [added: option] awards of [removed: 55,160,596,] [added: 45,354,450,] which have a weighted-average exercise price of [removed: $10.49, 9,339,036] [added: $10.66, 10,676,188] awards of ordinary shares issuable upon vesting of performance shares/rights, [removed: 2,960,223] [added: 4,230,374] awards of ordinary shares issuable upon vesting of share rights, and [removed: 744,769] [added: 891,898] restricted shares issued under the share retention plan.

The additional information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after June 30, [removed: 2021,] [added: 2022,] and such information is expressly incorporated herein by reference.

| Equity compensation plans approved by security holders | | | | | | 61,152,909 | | | (1) | | | $ | 10.66 | | (2) | | | 47,134,428 | | | (3) | | |

| Total | | | | | | 61,152,909 | | | (1) | | | $ | 10.66 | | (2) | | | 47,134,428 | | | (3) | | |

| Equity compensation plans approved by security holders | | | | | | 68,204,624 | | | (1) | | | $ | 10.49 | | (2) | | | 54,044,178 | | | (3) | | |

| Total | | | | | | 68,204,624 | | | (1) | | | $ | 10.49 | | (2) | | | 54,044,178 | | | (3) | | |

The information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after June 30, [removed: 2021,] [added: 2022,] and such information is expressly incorporated herein by reference.

The information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after June 30, [removed: 2021,] [added: 2022,] and such information is expressly incorporated herein by reference.

| | | | [removed: [Report](#ie69261b712574c2985e777d3c253dff2_76) [of] [added: [Report of] Independent Registered Public Accounting [removed: Firm](#ie69261b712574c2985e777d3c253dff2_76)] [added: Firm (PCAOB ID](#iaaf9a56e00e94423becd0a3b631ec539_73) 1358[)](#iaaf9a56e00e94423becd0a3b631ec539_73)] | | | [removed: [47](#ie69261b712574c2985e777d3c253dff2_76)] [added: [47](#iaaf9a56e00e94423becd0a3b631ec539_73)] | | |

| | | | [Consolidated Statements of [removed: Income](#ie69261b712574c2985e777d3c253dff2_79)] [added: Income](#iaaf9a56e00e94423becd0a3b631ec539_76)] | | | [removed: [49](#ie69261b712574c2985e777d3c253dff2_79)] [added: [49](#iaaf9a56e00e94423becd0a3b631ec539_76)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#ie69261b712574c2985e777d3c253dff2_82)] [added: Income](#iaaf9a56e00e94423becd0a3b631ec539_79)] | | | [removed: [50](#ie69261b712574c2985e777d3c253dff2_82)] [added: [50](#iaaf9a56e00e94423becd0a3b631ec539_79)] | | |

| | | | [Consolidated Balance [removed: Sheets](#ie69261b712574c2985e777d3c253dff2_85)] [added: Sheets](#iaaf9a56e00e94423becd0a3b631ec539_82)] | | | [removed: [51](#ie69261b712574c2985e777d3c253dff2_85)] [added: [51](#iaaf9a56e00e94423becd0a3b631ec539_82)] | | |

| | | | [Consolidated [removed: Statement](#ie69261b712574c2985e777d3c253dff2_88)[s](#ie69261b712574c2985e777d3c253dff2_88) [of] [added: Statements of] Cash [removed: Flows](#ie69261b712574c2985e777d3c253dff2_88)] [added: Flows](#iaaf9a56e00e94423becd0a3b631ec539_85)] | | | [removed: [52](#ie69261b712574c2985e777d3c253dff2_88)] [added: [52](#iaaf9a56e00e94423becd0a3b631ec539_85)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#ie69261b712574c2985e777d3c253dff2_94)] [added: Statements](#iaaf9a56e00e94423becd0a3b631ec539_91)] | | | [removed: [54](#ie69261b712574c2985e777d3c253dff2_94)] [added: [54](#iaaf9a56e00e94423becd0a3b631ec539_91)] | | |

| | | | [Schedule II - Valuation and Qualifying Accounts and [removed: Reserves](#ie69261b712574c2985e777d3c253dff2_211)] [added: Reserves](#iaaf9a56e00e94423becd0a3b631ec539_202)] | | | [removed: [116](#ie69261b712574c2985e777d3c253dff2_211)] [added: [114](#iaaf9a56e00e94423becd0a3b631ec539_202)] | | |

| 3 | | | .2 | | | | | | [Memorandum of Association of Amcor plc (incorporated by reference to Exhibit [removed: 3.](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-3_1.htm)[1](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-3_1.htm) [to] [added: 3.1 to] Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-3_1.htm) | | | | | | Incorporated by Reference | | |

| 4 | | | [removed: .1] [added: .13] | | | | | | [removed: [Note and Guarantee] [added: [Registration Rights] Agreement, dated as of [removed: December 15, 2009, as amended by Amendment No. 1 dated as of] June [removed: 28, 2013 and Amendment No. 2, dated as of June 6,] [added: 13,] 2019, [added: by and] among [added: Bemis,] Amcor [removed: Finance (USA), Inc. (“AFUI”),] [added: plc,] Amcor [removed: Limited] [added: Limited, AFUI, Amcor UK Finance plc] and the [removed: other parties thereto (the “2009 Note Agreement”),] [added: Dealer Managers,] relating to the [removed: 5.95% Series C Guaranteed Senior] [added: Bemis’ 3.100% 2026] Notes [removed: due 2021 (the “2009 Series C Notes”)] (incorporated by reference to Exhibit [removed: 10.1 to] [added: 10.6 on] Amcor plc’s Current Report on Form 8-K filed on June [removed: 27, 2019).](https://www.sec.gov/Archives/edgar/data/1748790/000110465919037963/a19-12150_1ex10d1.htm#EXHIBIT10_1_103130)] [added: 17, 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000110465919035974/a19-11635_1ex10d6.htm#Exhibit10_6_072545)] | | | | | | Incorporated by Reference | | |

| 4 | | | [removed: .2] [added: .1] | | | | | | [Trust Deed, dated as of February 28, 2011, among Amcor Limited, AFUI, Amcor UK Finance Limited and DB Trustees (Hong Kong) Limited (the “Principal Trust Deed”) (incorporated by reference to Exhibit 4.3 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-4_3.htm) | | | | | | Incorporated by Reference | | |

| 4 | | | [removed: .3] [added: .2] | | | | | | [First Supplemental Trust Deed, dated as of October 26, 2012, among Amcor Limited, AFUI, Amcor UK Finance Limited and DB Trustees (Hong Kong) Limited (incorporated by reference to Exhibit 4.5 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-4_5.htm) | | | | | | Incorporated by Reference | | |

| 4 | | | [removed: .4] [added: .3] | | | | | | [Second Supplemental Trust Deed dated as of July 22, 2019 to the Principal Trust Deed, among Amcor Limited, AFUI, Amcor plc, Bemis and the guarantors party thereto (incorporated by reference to Exhibit 10.1 to Amcor plc’s Current Report on Form 8-K filed on July 26, 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000110465919041966/a19-13285_1ex10d1.htm#Exhibit10_1_092628) | | | | | | Incorporated by Reference | | |

| 4 | | | [removed: .5] [added: .4] | | | | | | [Final Terms, dated as of March 20, 2013, among Amcor Limited, Amcor Finance (USA), Inc. and Amcor UK Finance Limited, relating to the 2.750% Notes due 2023 (incorporated by reference to Exhibit 4.6 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-4_6.htm) | | | | | | Incorporated by Reference | | |

| 4 | | | [removed: .6] [added: .5] | | | | | | [Form of 3.625% Notes due 2026 (incorporated by reference to Exhibit 4.8 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-4_8.htm) | | | | | | Incorporated by Reference | | |

| 4 | | | [removed: .7] [added: .6] | | | | | | [Form of 4.500% Notes due 2028 (incorporated by reference to Exhibit 4.9 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-4_9.htm) | | | | | | Incorporated by Reference | | |

| 4 | | | [removed: .8] [added: .7] | | | | | | [Form of 3.100% Notes due 2026 (incorporated by reference to Exhibit 4.13 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-4_13.htm) | | | | | | Incorporated by Reference | | |

| 4 | | | [removed: .9] [added: .8] | | | | | | [Form of 2.630% Guaranteed Senior Note Due 2030 (incorporated by reference to Exhibit 4.2 on Amcor plc’s Current Report on Form 8-K filed on June 19, 2020).](https://www.sec.gov/Archives/edgar/data/1748790/000110465920075308/tm2021790d15_ex4-2.htm) | | | | | | Incorporated by Reference | | |

| 4 | | | [removed: .10] [added: .9] | | | | | | [Form of 1.125% Guaranteed Senior Note Due 2027 (incorporated by reference to Exhibit 4.2 on Amcor plc’s Current Report on Form 8-K filed on June 23, 2020).](https://www.sec.gov/Archives/edgar/data/1748790/000110465920076111/tm2021790d16_ex4-2.htm) | | | | | | Incorporated by Reference | | |

| 4 | | | [removed: .11] [added: .10] | | | | | | [Indenture, dated as of June 13, 2019, by and among AFUI, as issuer, Amcor plc, Amcor Limited, Bemis, Amcor UK Finance plc and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.4 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).](https://www.sec.gov/Archives/edgar/data/1748790/000110465919035974/a19-11635_1ex10d4.htm#Exhibit10_4_084106) | | | | | | Incorporated by Reference | | |

| 4 | | | [removed: .12] [added: .11] | | | | | | [Indenture, dated as of June 19, 2020, by and among Bemis, as issuer, Amcor plc, Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Pty Ltd and Deutsche Bank Trust Company Americas, the trustee (incorporated by reference to Exhibit 4.1 on Amcor plc’s Current Report on Form 8-K filed on June 19, 2020).](https://www.sec.gov/Archives/edgar/data/1748790/000110465920075308/tm2021790d15_ex4-1.htm) | | | | | | Incorporated by Reference | | |

| 4 | | | [removed: .13] [added: .12] | | | | | | [Indenture, dated as of June 23, 2020, by and among Amcor UK Finance plc, as issuer, Amcor plc, Amcor Finance (USA), Inc., Amcor Pty Ltd, Bemis Company, Inc. and Deutsche Bank Trust Company Americas, the trustee (incorporated by reference to Exhibit 4.1 on Amcor plc’s Current Report on Form 8-K filed on June 23, 2020).](https://www.sec.gov/Archives/edgar/data/1748790/000110465920076111/tm2021790d16_ex4-1.htm) | | | | | | Incorporated by Reference | | |

| 4 | | | .14 | | | | | | [Registration Rights Agreement, dated as of June 13, 2019, by and among [removed: Bemis,] [added: AFUI,] Amcor plc, Amcor Limited, [removed: AFUI,] [added: Bemis,] Amcor UK Finance plc and [removed: Citigroup Global Markets Inc. and J.P. Morgan Securities LLC,] the [removed: dealer managers for the offers (the “Dealer Managers”),] [added: Dealer Managers,] relating to the [removed: New Bemis 4.500% 2021] [added: Amcor’s 3.625% 2026] Notes (incorporated by reference to Exhibit [removed: 10.5] [added: 10.7] on Amcor plc’s Current Report on Form 8-K filed on June 17, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000110465919035974/a19-11635_1ex10d5.htm#Exhibit10_5_061900)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000110465919035974/a19-11635_1ex10d7.htm#Exhibit10_7_080921)] | | | | | | Incorporated by Reference | | |