Amcor (AMCR) 10-K risk factor changes: FY2023 vs FY2022

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 [removed: adversely affect] [added: have a material adverse effect on] our business, financial condition, results of operations, or cash flows.

Other factors not presently known to us [removed: or,] [added: or] that we presently believe are not [removed: material,] [added: material] could also affect our business operations and financial results.

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, [added: economic environments, regulatory developments (including end user taxes),] convenience or health, [removed: environmental] [added: environmental,] and social [removed: concerns] [added: concerns,] and perceptions, [added: such as pressure to reduce packaging waste and the use of petrochemical components,] may result in a decline in the demand for certain of our products or the obsolescence of some of our existing products.

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

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

Relationships with our customers are fundamental to our success, particularly given the nature of the packaging industry and [removed: the] other supply choices available to customers.

While we do not have a single customer accounting for more than [removed: ten percent] [added: 10%] of our net sales, customer concentration can be more pronounced within certain businesses.

[removed: There] [added: Although we have been largely successful in retaining customer relationships in the past, there] is no assurance that existing customer relationships will be renewed at existing [removed: volume] [added: volume, product mix,] or price levels, or at all.

Customers with operations subject to physical risks, including [removed: due to] [added: those caused by] climate change, may relocate production to [removed: areas that are] less [removed: impacted and such areas may] [added: affected areas, which could] be [removed: out of] [added: beyond the] range of Amcor's production [removed: sites or supplying such relocated facilities may lead to additional costs.][added: sites.]

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

[removed: In addition, over] [added: Furthermore, in] recent [removed: years certain] [added: years, some] of our customers have acquired companies with similar or complementary product lines.

Such consolidation may be accompanied by pressure from customers for lower prices, reflecting the increase in the total volume of products purchased or the elimination of a price differential between the acquiring customer and the [removed: company acquired.][added: acquired company.]

While we have generally been successful [removed: at] [added: in] managing customer consolidations, increased pricing pressures from our customers could have a material adverse effect on our results of operations.

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

[removed: In addition,] [added: Additionally,] our competitors may develop [removed: a] disruptive [removed: technology] [added: technologies] or other technological innovations that could increase their ability to compete for our current or potential customers.

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

Expanding Our Current Business — We may be unable to expand our current business effectively through either organic growth, including product innovation, [added: investments,] or acquisitions.

Our business strategy includes both organic expansion of our existing operations, particularly through efforts to strengthen and expand relationships with customers in emerging markets, product [removed: innovation, including] [added: innovation (including] to address changes in the industry or regulatory [removed: environments,] [added: environments)] and expansion through [added: investments and] acquisitions.

Consequently, failure to develop new or improved products in response to changing consumer preferences in a timely manner may hinder our growth potential, [removed: affect] [added: impact] our competitive position, and adversely affect our business and results of operations.

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 [removed: an] [added: a material] adverse effect on [added: the] achievement of our strategy and the resulting expected financial benefits.

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

These challenges could include [removed: difficulty] [added: difficulties] in integrating or consolidating business processes and [removed: systems and] [added: systems, as well as] challenges [removed: with] [added: in] integrating [removed: the] business [removed: cultures] [added: cultures,] which may [removed: lead to anticipated benefits of] [added: result in synergies from] acquisitions not being [added: fully] realized [removed: fully,] or [removed: at all, or may take] [added: taking] longer to realize than expected or [removed: involve more] [added: incurring additional] costs to do so.

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

Demand for our products and services [removed: is dependent] [added: depends] on consumer demand for our packaging products, including packaged food, [removed: beverage,] [added: beverages,] healthcare, personal care, agribusiness, industrial, and other consumer goods.

Current global economic challenges, including [added: the Russia-Ukraine conflict and] relatively high [removed: inflation and supply chain constraints in key regions in which we operate, are likely to] [added: inflation, may] continue to put pressure on our business.

When challenging economic conditions exist, our customers may delay, [removed: decrease] [added: decrease,] or cancel purchases from us, and may also delay payment or fail to pay us altogether.

Suppliers may have difficulty filling our orders and [removed: distributors] [added: we] may have difficulty getting our products to customers, which may affect our ability to meet customer [removed: demands,] [added: demands] and result in a loss of business.

Although we take measures to mitigate the impact of inflation, including through pricing actions and productivity programs, if these actions are not [removed: effective] [added: effective,] our cash flow, financial condition, and results of operations could [added: be] materially and adversely [removed: be] impacted.

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

Future unrest in other regions [removed: in which] [added: where] we [removed: operate] [added: operate, and political developments] could [removed: result in] [added: have] a material impact [removed: to] [added: on] our financial condition.

We have operations throughout the world, including facilities [removed: located] in emerging markets.

In fiscal year [removed: 2022,] [added: 2023,] approximately [removed: 73%] [added: 74%] of our sales revenue came from developed markets and [removed: 27%] [added: 26%] came from emerging markets.

We expect to continue to expand our operations in the future, [removed: particularly] [added: including] in the emerging markets.

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

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

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

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

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

- [removed: pandemics, such as COVID-19,] [added: pandemics and other health crises] impacting [removed: various] [added: different] regions of the world unequally; [removed: or]

- changes in exchange rates and inflation, including [removed: hyperinflation, which may be further exacerbated by the COVID-19 pandemic.][added: hyperinflation.]

In addition, acts of war and terrorism can impact local demand for our products.

Supplying such relocated facilities may lead to additional costs.

New regulations can also affect our relationships with customers.

While we cannot predict with certainty the changes that may impact our competitiveness, the main methods of competition in the general packaging industry include price, innovation, sustainability, service, and quality.

We have also invested in companies which we do not control through our corporate venturing function.

Our investment partners or other parties that hold the remaining ownership interests in companies we do not control may not have interests that are aligned with our goals.

We have recognized impairment losses in the past in connection with our investments and we may be required to do so again in the future.

Further, in pursuing growth through acquisitions, we face additional risks common with an acquisition strategy, including failure to identify significant contingencies or legal liabilities in the due diligence process, diversion of management's attention from existing business, and interruptions to normal business operations resulting from the process of integrating operations.

Geopolitical events, such as increased trade barriers or restrictions on global trade, political, financial, or social instability, wars, civil or social unrest, natural disasters, or health crises, could result in general economic downturns, such as a recession or economic slowdown, and could adversely affect our business operations and financial results.

We also operated three manufacturing facilities in Russia ("Russian business") until their sale on December 23, 2022.

We are investing $110 million to $130 million of the sale proceeds from the Russian business in various cost saving initiatives to partially offset divested earnings from the Russian business.

- trade restrictions, and quotas;

- wars, acts of terrorism, social and ethnic unrest, and geopolitical events;

- difficulties associated with expatriating or repatriating cash generated or held abroad; and

We also operate in certain countries that are occasionally subject to Sanctions, which require us to maintain internal processes and control procedures.

For example, in fiscal year 2023, energy prices for oil and natural gas have been volatile in Europe (mainly due to the Russia-Ukraine conflict) and may continue to fluctuate in the future.

However, there is no guarantee that we will be able to anticipate or mitigate commodity and input price movements or supply disruptions.

Additionally, climate change could have negative effects on agricultural productivity, leading customers to face both availability and price challenges with agricultural commodities, which may impact the demand for our products.

For example, in fiscal year 2023, adverse weather conditions in the United States reduced cattle herds, leading to a rise in meat prices, which ultimately contributed to lower meat packaging sales volumes.

We cannot predict the potential magnitude of these commercial risks on our business, financial condition, results of operations, or cash flows.

likely to be more expensive.

Health Crises — Our business and operations may be adversely affected by pandemics, epidemics, or other disease outbreaks.

Health crises have in the past and could in the future result in supply chain disruptions due to the temporary closure of our facilities, the facilities of our suppliers, or other suppliers in our supply chain, the shut-down of customers’ operations, volatility in raw material costs, and labor shortages and may have broader global economic or geopolitical implications.

For example, the Chinese government imposed sporadic COVID-19 related lockdowns in the first half of fiscal year 2023, which resulted in lower demand for our products and also impacted global supply chains.

While we have established protocols to manage these potential impacts, the extent to which health crises may impact our business and operations is unknown and the effect on our business, financial condition, results of operations, or cash flows could be material.

currently provisioned amount.

Labor Disputes — Our business could be adversely affected by labor disputes and an inability to renew collective bargaining agreements at acceptable terms.

Approximately 45% of our employees are covered by collective bargaining agreements.

Although we have not experienced any significant labor disputes in recent years, we have experienced isolated work stoppages from time to time.

We may also be unable to renegotiate collective bargaining agreements at acceptable terms.

We may also be adversely affected by strikes and other labor disputes by the employees of our suppliers, customers, and other parties.

Additionally, climate change may result in higher insurance premiums or the inability to insure certain risks.

In addition to those traditional attacks, we face threats from sophisticated nation-state and nation-state-supported actors who engage in attacks, including advanced persistent threat intrusions.

Geopolitical turmoil, including as a result of the Russia-Ukraine conflict, evolution, scope, and sophistication of cyber-attacks, accessibility of our data by third parties through interconnected networks, and an increase in work-from-home arrangements heighten the risk of cyber-attacks.

We have operational safeguards in place to detect and prevent cyber-attacks, such as employee training, monitoring of our networks and systems, ensuring strong data protection standards, and maintaining and upgrading security systems but it is virtually impossible to entirely eliminate this risk.

To date, we have not experienced any significant impacts.

Data privacy laws and regulations continue to evolve and impose more complex and stringent requirements especially in the U.S., Europe, and China, which increases the complexity of our processes and associated costs.

While we have established and regularly test our business disaster recovery plan, there is no guarantee that it will resolve issues resulting from those disruptions in a timely manner.

We may suffer material adverse effects on our business, financial condition, results of operations, and cash flows.

Higher inflation, especially in Europe and the United States, has led central banks to rapidly raise interest rates throughout fiscal year 2023 to dampen inflation.

We cannot predict with certainty the changes that may affect our competitiveness.

In addition, the process of integrating operations could result in an interruption of normal business operations.

As a result, general economic downturns in our key geographic regions and globally can adversely affect our business operations and financial results.

The COVID-19 pandemic and Russia-Ukraine conflict have increased volatility in world economies.

Political uncertainty may also contribute to the general economic conditions in one or more markets in which we operate.

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.

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

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.

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

instability, and other factors impacting supply and demand pressures.

For example, we have seen disruptions in the supply of certain raw materials, such as specialty resins, and increased price volatility of certain raw materials across many of the regions in which we operate since the second half of fiscal year 2021.

Such disruptions could have an adverse effect on our business and financial results.

In response to the COVID-19 pandemic, we have implemented employee safety measures across all our supply chain facilities, including proper hygiene, social distancing and temporary screening which at a minimum are in compliance with local government regulations.

These measures may not be sufficient to prevent the spread of COVID-19 among our employees.

Illness, travel restrictions, absenteeism, or other workforce disruptions could negatively impact our supply chain, manufacturing, distribution, or other business activities.

Global Health Outbreaks — Our business and operations may be adversely affected by the ongoing Coronavirus pandemic ("COVID-19") or other similar pandemics.

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

Measures providing for business shutdowns generally exclude essential services and the critical infrastructure supporting the essential services.

We have experienced minimal disruptions to our operations to date as we have largely been deemed as providing essential services.

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 limited cases to date, certain customers have shut down their operations temporarily to deal with the outbreak within their facilities, which has impacted their demand, and we may continue to experience volatility in demand from temporary customer shutdowns.

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, supply chains, foreign currency exchange rates and interest rates.

COVID-19 may result in a prolonged economic downturn, such as increased unemployment, decreases in capital spending, business shutdowns, or economic recessions, which could negatively affect demand for our customers’ products.

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

Provisions are raised

Labor Disputes — We are subject to the risk of labor disputes, which could adversely affect our business.

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

Transactional foreign exchange exposures result from exchange rate fluctuations, including in respect of the U.S. dollar, the Euro, the Russian ruble and other currencies, including in Latin America, in which our costs are denominated, which may affect our business input costs and proceeds from product sales.

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

Increases in short-term interest rates will directly impact the amount of interest we pay.

If a significant write down is required, the charge would have a material adverse effect on our reported results of operations and net worth.

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.

There can be no assurance that we will not identify new material weaknesses in the future.

Any newly identified material weaknesses could limit our ability to prevent or detect a misstatement of our financial results, lead to a loss of investor confidence, and have a negative impact on the trading price of our common stock.

claims made under such policies will ultimately be paid or that we will be able to maintain such insurance at acceptable premium cost levels in the future.

Despite the publication of the Anti Global Base Erosion model rules and initial commentary, there are many open points to be clarified and there is still significant uncertainty, which we will continue to monitor until a more conclusive assessment will be possible.

| [removed: (in] [added: ($ in] millions) | | | | | | [removed: 2022] [added: 2023] | | | | | | [added: 2022] | | | | | | 2021 | | | [removed: | | | | | |]

| Net sales | | | | | | $ | [removed: 14,544] [added: 14,694] | | | | | 100.0 | | % | | | | $ | [removed: 12,861] [added: 14,544] | | | | | 100.0 | | % |

| Cost of sales | | | | | | [removed: (11,724)] [added: (11,969)] | | | | | | [removed: (80.6)] [added: (81.5)] | | | | | | [removed: (10,129)] [added: (11,724)] | | | | | | [removed: (78.8)] [added: (80.6)] | | |

| Gross profit | | | | | | [removed: 2,820] [added: 2,725] | | | | | | [removed: 19.4] [added: 18.5] | | | | | | [removed: 2,732] [added: 2,820] | | | | | | [removed: 21.2] [added: 19.4] | | |

| Selling, general, and administrative expenses | | | | | | [removed: (1,284)] [added: (1,246)] | | | | | | [removed: (8.8)] [added: (8.5)] | | | | | | [removed: (1,292)] [added: (1,284)] | | | | | | [removed: (10.0)] [added: (8.8)] | | |

| Research and development expenses | | | | | | [removed: (96)] [added: (101)] | | | | | | (0.7) | | | | | | [removed: (100)] [added: (96)] | | | | | | [removed: (0.8)] [added: (0.7)] | | |

| Restructuring, impairment, and [added: other] related [removed: expenses,] [added: activities,] net | | | | | | [removed: (234)] [added: 104] | | | | | | [removed: (1.6)] [added: 0.7] | | | | | | [removed: (94)] [added: (234)] | | | | | | [removed: (0.7)] [added: (1.6)] | | |

| Other income, net | | | | | | [removed: 33] [added: 26] | | | | | | 0.2 | | | | | | [removed: 75] [added: 33] | | | | | | [removed: 0.6] [added: 0.2] | | |

| Operating income | | | | | | [removed: 1,239] [added: 1,508] | | | | | | [removed: 8.5] [added: 10.3] | | | | | | [removed: 1,321] [added: 1,239] | | | | | | [removed: 10.3] [added: 8.5] | | |

| Interest income | | | | | | [removed: 24] [added: 31] | | | | | | 0.2 | | | | | | [removed: 14] [added: 24] | | | | | | [removed: 0.1] [added: 0.2] | | |

| Interest expense | | | | | | [removed: (159)] [added: (290)] | | | | | | [removed: (1.1)] [added: (2.0)] | | | | | | [removed: (153)] [added: (159)] | | | | | | [removed: (1.2)] [added: (1.1)] | | |

| Other non-operating income, net | | | | | | [removed: 11] [added: 2] | | | | | | [removed: 0.1] [added: —] | | | | | | 11 | | | | | | 0.1 | | |

| Income tax expense | | | | | | [removed: (300)] [added: (193)] | | | | | | [removed: (2.1)] [added: (1.3)] | | | | | | [removed: (261)] [added: (300)] | | | | | | [removed: (2.0)] [added: (2.1)] | | |

| [removed: Net income | | | | | | $] [added: Net income] | [removed: 815] | | | | | [removed: 5.6] [added: 1,058] | | [removed: %] | | | | [removed: $] [added: 815] | [removed: 951] | | | | | [removed: 7.4] [added: 951] | | [removed: %] |

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

| Net income attributable to Amcor plc | | | | | | $ | [removed: 805] [added: 1,048] | | | | | [removed: 5.5] [added: 7.1] | | % | | | | $ | [removed: 939] [added: 805] | | | | | [removed: 7.3] [added: 5.5] | | % |

During fiscal year [removed: 2022,] [added: 2023,] Amcor generated [removed: $14.5] [added: $14.7] billion in sales from operations that spanned [removed: 221] [added: 218] locations in over 40 countries.

Significant [removed: Items] [added: Developments] Affecting the Periods Presented

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

During fiscal year [removed: 2022,] [added: 2023,] we [removed: experienced persistent] [added: have continued to experience intermittent] supply shortages and price volatility of certain resins and raw materials [removed: in both of our reportable segments] as a result of market [removed: dynamics that first materialized] [added: dynamics, especially] in the [removed: second] [added: first] half of fiscal year [removed: 2021] [added: 2023,] and higher rates of [removed: regional] inflation impacting energy, fuel, and labor costs.

We [removed: intend to] [added: will] continue to work closely with our suppliers and customers, leveraging our global capabilities and expertise to work through supply [added: chain disruptions] and other resulting issues.

In fiscal [removed: year] [added: years 2023 and] 2022, we recorded [removed: $45] [added: total expenses of $55] million [removed: in expense] before insurance settlements, primarily related to inventory, property, and equipment losses from the fire and other [added: expenses] related [removed: expenses.][added: to the fire and closure of our South African business.]

We [removed: have] [added: had] insurance for the majority of property and other losses resulting from the fire and [removed: have] received [removed: $33 million in] [added: total gross] insurance settlements [added: of $46 million] in fiscal [removed: year] [added: years 2023 and] 2022.

Russia-Ukraine [removed: Conflict][added: Conflict / 2023 Restructuring Plan]

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

We have exceeded the targeted pre-tax synergies of $180 million by approximately 10% driven by procurement, supply [removed: chain] [added: chain,] and general and administrative savings as of June 30, 2022.

The total 2019 Bemis Integration Plan cost [removed: includes] [added: included] $213 million of restructuring and related expenses, net, and $40 million of general integration expenses.

The net cash expenditures for the plan, including disposal proceeds, [removed: are] [added: were] $170 million, of which $40 million [removed: relates] [added: related] to general integration expenses.

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

In fiscal year 2022, the Plan resulted in net cash outflows of $49 [removed: million] [added: million,] of which $47 million were payments related to restructuring and related expenditures.

The remaining cash outflow [removed: will be] [added: was] primarily incurred in fiscal year 2023.

[removed: For more information about our restructuring plans, refer] [added: Refer] to Note 7, [removed: "Restructuring."][added: "Restructuring," for more information.]

Accordingly, beginning July 1, 2018, we began reporting the financial results of our Argentine subsidiaries with a functional currency of the [added: Argentine Peso at the functional currency of the parent, which is the] U.S. dollar.

[removed: The transition to highly] [added: Highly] inflationary accounting resulted in a negative impact [removed: on monetary balances] of [removed: $16 million, $19 million,] [added: $24 million] and [removed: $28] [added: $16] million [added: in foreign currency transaction losses] that [removed: was] [added: were] reflected in the consolidated statements of income for the fiscal years ended June 30, [removed: 2022, 2021,] [added: 2023,] and [removed: 2020,] [added: 2022,] respectively.

*The following is a discussion and analysis of changes in the results of operations for fiscal year [removed: 2022] [added: 2023] compared to fiscal year [removed: 2021.][added: 2022.]

A discussion and analysis regarding our results of operations for fiscal year [removed: 2021] [added: 2022,] compared to fiscal year [removed: 2020] [added: 2021] that are not included in this Annual Report on Form 10-K can be [removed: found] [added: found] in Part II, Item 7 of [removed: our] [added: our] Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2021,] [added: 2022,] filed with the SEC [removed: on August 24, 2021 and] [added: on* *August 18, 2022* *and] incorporated by reference.*

| ($ in millions, except per share data) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | | | | $ | [removed: 14,544] [added: 14,694] | | | | | $ | [removed: 12,861] [added: 14,544] | |

| Operating income | | | | | | [removed: 1,239] [added: 1,508] | | | | | | [removed: 1,321] [added: 1,239] | | |

| Operating income as a percentage of net sales | | | | | | [removed: 8.5] [added: 10.3] | | % | | | | [removed: 10.3] [added: 8.5] | | % |

| Income before income taxes | | | | | | 1,251 | | | | | | 8.5 | | | | | | 1,115 | | | | | | 7.7 | | |

| Net income | | | | | | $ | 1,058 | | | | | 7.2 | | % | | | | $ | 815 | | | | | 5.6 | | % |

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

Economic and Market Conditions

In addition, higher inflation, especially in Europe and the United States, has led central banks to rapidly raise interest rates to dampen inflation which results in higher interest expense on our variable rate debt particularly U.S. dollar and Euro denominated debt.

The underlying causes for the continued volatility can be attributed to a variety of factors, such as the Russia-Ukraine conflict and higher inflation in many economies, which has resulted in increased volatility in energy and food markets and impacted global economies.

This has led to reduced consumer demand for certain of our products and customer destocking in fiscal year 2023.

In addition, we are focused on driving costs out of our business in this challenging environment and recovering higher raw material costs to help mitigate inflation.

However, 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 measures taken will be able to fully mitigate the impact of ongoing inflation.

While we expect customer destocking to abate in the short-term and consumer demand to improve incrementally throughout fiscal year 2024, there is no assurance that demand will rebound.

We also operated three manufacturing facilities in Russia ("Russian business") until their sale on December 23, 2022, for net cash proceeds of $365 million.

In addition, we repatriated approximately $65 million in cash held in Russia as part of the transaction.

We recorded a pre-tax net gain on sale of $215 million.

The carrying value of the Russian business had previously been impaired by $90 million in the quarter ended June 30, 2022.

On February 7, 2023, we announced that we expect to invest $110 million to $130 million of the sale proceeds from the Russian business in various cost savings initiatives to partly offset divested earnings from the Russian business (the "2023 Restructuring Plan" or the "Plan").

We expect total Plan cash and non-cash net expenses of $200 million to $220 million.

Of the remaining cash received from the sale of the Russian business, we allocated $100 million to repurchase additional shares and the remainder was used to reduce debt.

In connection with the 2023 Restructuring Plan, we initiated in fiscal year 2023 restructuring and related projects with an expected net cost of approximately $150 million, of which approximately $80 million is expected to result in net cash expenditures.

As of June 30, 2023, we have incurred $65 million in employee related expenses, $13 million in fixed asset related expenses, $10 million in other restructuring expenses, and $6 million in restructuring related expenses.

To date, the Plan has resulted in approximately $25 million of cash outflows.

Management initiated other restructuring actions in the fourth quarter of fiscal year 2022 to help mitigate the impact of the Russian sale.

Management expects to realize an annualized pre-tax benefit of approximately $50 million from structural cost reduction actions taken as a result of all Russia related restructuring by the end of fiscal year 2025.

There are currently no significant COVID-19 related restrictions on our business, with China relaxing controls and eliminating lockdowns in December 2022.

Lockdowns and related impacts, including the unwinding of lockdowns, impacted demand for our products in China in fiscal year 2023.

Throughout the COVID-19 pandemic, our facilities were largely exempt from government mandated closure orders.

| Adjusted EBIT | | | | | | 1,429 | | | | | | 1,517 | | |

| ($ in millions) | | | | | | 2023 | | | | | | 2022 | | |

| Adjusted EBIT | | | | | | 265 | | | | | | 289 | | |

Excluding the pass-through of raw material costs of $260 million and negative currency impacts of $22 million, the remaining variation in net sales

for the fiscal year 2023 was a decrease of $91 million, or (3%), reflecting price/mix benefits of approximately 1%, offset by unfavorable volumes (4%).

| ($ in millions) | | | | | | 2023 | | | | | | 2022 | | |

Excluding negative currency impacts of $78 million, the negative impact from disposed and ceased operations of $73 million, the remaining variation in gross profit for fiscal year 2023 was an increase of $56 million, reflecting favorable operating cost performance.

| ($ in millions) | | | | | | 2023 | | | | | | 2022 | | |

SG&A decreased by $38 million, or 3%, in fiscal year 2023, compared to fiscal year 2022.

The decrease was primarily driven by exchange rate movements.

| ($ in millions) | | | | | | 2023 | | | | | | 2022 | | |

Restructuring, impairment, and other related activities, net decreased by $338 million, or 144%, in fiscal year 2023, compared to fiscal year 2022.

The decrease in net expense was mainly a result of a pre-tax net gain of $215 million on the disposal of the Russian business in fiscal year 2023, and the non-recurrence of impairment expenses of $138 million related to the Russia-Ukraine conflict in fiscal year 2022, partially offset by an increase in restructuring and related costs of $15 million.

| ($ in millions) | | | | | | 2023 | | | | | | 2022 | | |

Interest income increased by $7 million, or 29%, in fiscal year 2023, compared to fiscal year 2022, driven by increased interest rates on cash balances.

| Income from continuing operations before income taxes and equity in income/(loss) of affiliated companies | | | | | | 1,115 | | | | | | 7.7 | | | | | | 1,193 | | | | | | 9.3 | | |

| Equity in income/(loss) of affiliated companies, net of tax | | | | | | — | | | | | | — | | | | | | 19 | | | | | | 0.1 | | |

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 remain focused on our commitment to the health and safety of our employees as our first priority.

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.

We have experienced minimal disruptions to our operations to date as we have largely been deemed as providing essential services.

Our facilities have largely been exempt from government mandated closure orders and while governmental measures may be modified, we expect that our 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 facilities due to outbreaks of the virus among our workforce or government mandates.

We continue to believe we are well-positioned to meet the challenges of the ongoing COVID-19 pandemic.

However, we cannot reasonably estimate the duration and severity of this pandemic or its ultimate impact on the global economy and our operations and financial results.

Raw Material, Inflation, and Supply Chain Trends

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.

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.

2018 Rigid Packaging Restructuring Plan

On August 21, 2018, we announced a restructuring plan in Amcor Rigid Packaging ("2018 Rigid Packaging Restructuring Plan") aimed at reducing structural costs and optimizing the footprint.

The Plan 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, of which $78 million resulted in cash expenditures, with the main component being the cost to exit manufacturing facilities and employee related costs.

Equity Method Investment - AMVIG Holdings Limited ("AMVIG")

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 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 year ended June 30, 2020, we performed impairment tests by comparing the carrying value of our investment in AMVIG to the fair value of the investment, which was determined based on AMVIG's quoted share price.

We recorded an impairment charge of $26 million in fiscal year 2020, as the fair value of the investment was below its carrying value.

Refer to Note 8, "Equity Method and Other Investments."

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

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

The Flexibles reportable segment develops and supplies flexible packaging globally.

| Adjusted EBIT from continuing operations | | | | | | 1,517 | | | | | | 1,427 | | |

The Rigid Packaging reportable segment manufactures rigid packaging containers and related products.

| Adjusted EBIT from continuing operations | | | | | | 289 | | | | | | 299 | | |

Excluding positive currency impacts of $1 million, and pass-through of raw material costs of $439 million, or 15.6%, the increase in net sales including intersegment sales for the fiscal year 2022 was $132 million, or 4.7%, driven by favorable volumes of 2.8% and favorable price/mix of 1.9%.

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

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.

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.

There have been no material changes in the risks described below, other than increased volatility in connection with the Russia-Ukraine conflict and the COVID-19 pandemic, for fiscal years [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] related to interest rate risk, foreign exchange risk, raw material and commodity price risk, and credit risk.

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. dollars and Euros, the currencies with the largest interest rate sensitivity, outstanding as of June 30, [removed: 2022,] [added: 2023,] would have resulted in an adverse impact on income [removed: from continuing operations] before income taxes and equity in [removed: income/(loss)] [added: income] of affiliated companies of [removed: $29] [added: $20] million expense for the fiscal year ended June 30, [removed: 2022.][added: 2023.]

For the year ended June 30, [removed: 2022,] [added: 2023,] 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: $25] [added: $26] million.

During fiscal years [removed: 2022] [added: 2023] and [removed: 2021, 49%] [added: 2022, 52%] and [removed: 48%] [added: 49%] of our net sales, respectively, were effectively generated in U.S. dollar functional currency entities.

During fiscal [removed: years 2022 and 2021, 17%] [added: year 2023] and [added: 2022,] 18% [added: and 17%, respectively,] of net [removed: sales, respectively,] [added: sales] were generated in Euro functional currency entities with the remaining [removed: 34%] [added: 30%] and 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, [removed: aluminum,] [added: chemicals,] and [removed: chemicals.][added: aluminum.]

Changes in prices of our [removed: key] [added: primary] raw materials [removed: 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] of affiliated companies depending on the level of recovery by material type.

A 1% increase on average prices for resins, film, [removed: aluminum,] [added: chemicals,] and [removed: liquids,] [added: aluminum,] 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 [removed: from continuing operations] before income taxes and equity in income [removed: (loss)] of affiliated companies [removed: for fiscal years 2022 and 2021] of [removed: $74] [added: $67] million [removed: and $58 million, respectively.][added: for fiscal year 2023.]

We manage our credit risk from balances with financial institutions through our counterparty risk policy, which [removed: provide] [added: provides] guidelines on setting limits to minimize the concentration of risks and therefore mitigating financial loss through potential counterparty failure and on dealing and settlement procedures.

As of June 30, [removed: 2022] [added: 2023,] and [removed: 2021,] [added: 2022,] 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.

With approximately [removed: 37,000] [added: 35,000] employees at [removed: 169] [added: 166] significant manufacturing and support facilities in [removed: 39] [added: 37] countries as of June 30, [removed: 2022,] [added: 2023,] the Flexibles Segment is one of the world's largest suppliers of plastic, aluminum, and fiber based flexible packaging.

In fiscal year [removed: 2022,] [added: 2023,] Flexibles accounted for approximately [removed: 77%] [added: 76%] of consolidated net sales.

As of June 30, [removed: 2022,] [added: 2023,] the Rigid Packaging Segment employed approximately [removed: 6,000] [added: 5,000] employees at 52 significant manufacturing and support facilities in 11 countries.

In fiscal year [removed: 2022,] [added: 2023,] Rigid Packaging accounted for approximately [removed: 23%] [added: 24%] of consolidated net sales.

Areas of competition include service, [added: sustainability,] innovation, quality, and price.

Polymer resins and films, paper, inks, [added: solvents,] adhesives, aluminum, and chemicals constitute the major raw materials we use.

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

Supply [removed: shortages] [added: shortages, along with other factors,] can lead and have in the past led to increased raw material price volatility.

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

Sustainability is comprehensively embedded across our business, from the investments we are making in [removed: sustainable] packaging innovation and design, to [removed: the partnerships we enter, and] [added: our global collaboration strategy,] to [removed: how] [added: the work] we [removed: run] [added: undertake within] our [removed: manufacturing] [added: own] operations [added: and with our upstream and downstream partners to develop a] more [removed: efficiently.][added: responsible packaging value chain.]

Innovation is central to Amcor’s approach to sustainability and we spend approximately $100 million a year on research and [removed: development.][added: development ("R&D"), not including ongoing investment in incremental continuous improvements.]

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

Drawing on unrivaled heritage in design, [removed: science] [added: science,] and manufacturing, our more than 1,000 [removed: research and development ("R&D")] [added: R&D] professionals and engineers are constantly innovating [added: across] new materials, formats, [added: functions,] 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 [removed: protecting] [added: reducing] our [removed: planet.][added: environmental impacts.]

With our partners, we advocate for sound global [added: design] standards, better waste management infrastructure, and [removed: more] [added: higher levels of] consumer [removed: participation.][added: participation in recycling that will be required to develop a true circular economy for packaging.]

We [removed: consider] [added: believe that] our [removed: overall] environmental footprint [removed: to go] [added: goes] well beyond the products we create.

[removed: We also strive to continuously reduce the environmental impacts of our operations and, for] [added: 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 [added: manufacturing] locations.

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

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

However, we cannot predict with certainty that we will not, in the future, incur liability with respect to noncompliance with health and safety laws, environmental laws and regulations due to contamination of sites formerly or currently owned or [added: 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.]

For a more detailed description of the various laws and regulations that affect our business, see [removed: Item] [added: "Item] 1A.

[removed: "Risk] [added: - Risk] Factors."

[removed: The] [added: Our] business [added: and operations] of each of the reportable segments is not seasonal to any material extent.

[removed: Refer] [added: \- Business" of this Annual Report on Form 10-K, and] to Note 2, "Significant Accounting Policies," of the notes to consolidated financial [removed: statements] [added: statements,] for [added: further] information about our research and development [removed: expenditures] [added: activities, expenditures,] and policies.

As of June 30, [removed: 2022,] [added: 2023,] we had approximately [removed: 44,000] [added: 41,000] 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: 46%] [added: 45%] of our workforce.

As of June 30, [removed: 2022,] [added: 2023,] approximately [removed: 6%] [added: 3%] of our employees were working under expired contracts and approximately [removed: 21%] [added: 17%] were covered under collective bargaining agreements that expire within one year.

During fiscal year [removed: 2022,] [added: 2023,] we reduced the number of injuries by [removed: 3%] [added: 31%] and [removed: 57%] [added: 69%] of our sites were injury free.

Our approach to talent is guided by the understanding that [added: by creating a truly] differentiated, industry-leading [added: pool of] talent [added: which can be] deployed consistently across our [removed: business] [added: business, we] will [added: better] enable Amcor’s success.

Examples of these programs include a Leading to Outperform program ("LTO") to further advance high-potential talent, a Senior Leader Development program ("SLDP") focusing on developing strategic management skills and inclusive [removed: leadership, and an Executive Development program ("EDP") for our most senior leaders.][added: leadership.]

In each of these [removed: programs] [added: programs,] we partner with leading academic and executive education institutions from around the world.

[removed: Our focus] this year has been on Accelerating Growth with showcase presentations from Marketing, R&D, Product Branding, and Innovation Leaders.

[removed: Diversity] [added: Diversity, Equity] & Inclusion

Amcor [removed: is stronger as a result of] [added: values] the diverse [removed: talents,] [added: experience, strengths,] styles, [removed: cultures,] [added: nationalities,] and [removed: experiences] [added: cultures] of [added: all] our people.

[removed: With] [added: Amcor believes that with] different perspectives come different solutions that enable us to win for our stakeholders.

We maintain a Code of Business Conduct and Ethics Policy which is signed by every Amcor employee and provides [removed: the Company's] [added: our] framework for making ethical business decisions.

| Ronald Delia [removed: (51)] [added: (52)] | | | | | | Managing Director and Chief Executive Officer | | | | | | 2015 to present | | |

| Michael Casamento [removed: (51)] [added: (52)] | | | | | | Executive VP, Finance and Chief Financial Officer | | | | | | 2015 to present | | |

| Susana Suarez Gonzalez [removed: (53)] [added: (54)] | | | | | | Executive VP and Chief Human Resources Officer | | | | | | 2022 to present | | |

| Deborah Rasin [removed: (55)] [added: (56)] | | | | | | Executive VP and General Counsel | | | | | | 2022 to present | | |

We manage the risks associated with our supply chain and have generally been able to maintain adequate raw materials through relationship management, inventory management and evaluation of alternative sources when practical.

For more information, see "Item 1A.

\- Raw Materials — Price fluctuations or shortages in the availability of raw materials, energy and other inputs could adversely affect our business.”

We are highly regarded for our innovation capabilities and have more than 1,000 active patents, as well as a global network of Innovation Centers focused on bringing advanced packaging technologies and more sustainable material science to our markets around the world.

We also strive to continuously reduce the environmental impacts of our operations.

In June 2023, we took the next step forward in our science-based targets journey by submitting our proposed targets to the SBTi for review.

These laws and regulations pertain to employee health

Historically, cash flow from operations has been lower in the first half of the fiscal year, and higher in the second half of the fiscal year, due to working capital management and the timing of certain cash payments made in the first half of the year, including incentive compensation.

Refer to section "Sustainability and Innovation" within "Item 1.

Our fiscal years 2023-2027 Human Capital Strategy is focused on ensuring that we have the right people in the right jobs at the right time to drive our growth agenda.

Amcor is dedicated to attracting, developing, engaging, and retaining the best talent and strengthening our succession pipeline for the future.

We have a range of executive development, leadership training, education, and awareness programs to help employees progress across all functions and experience levels.

In fiscal year 2023, we introduced a new aspect to our Executive Development program ("EDP").

This annual program targets our most senior leaders and provides them an immersive experience in Strategy Development and leading Talent.

For fiscal year 2023, we selected a handful of the organization's most high potential leaders and kicked off our EDP 2.0 experience where we seek to expand the participants' capabilities.

Our focus

Our diversity, equity and inclusion strategy is focused on three main areas: (1) building awareness through training and education to help our leaders be more inclusive, (2) diversifying our global talent pool by removing bias from talent attraction and development, and (3) by sharing best practices and learning across the organization.

The Board receives an annual report on our progress towards its diversity, equity, and inclusion efforts.

At Amcor, we believe strongly in Engagement being a key driver of performance and so we track the engagement of our employees in every region and across multiple dimensions, including against other global manufacturing companies through engagement surveys.

Our engagement surveys provide employees with an opportunity to share anonymous and confidential feedback on a variety of topics and provide management with insight on areas we can focus on to improve our employees' experience and effect positive change.

We expect supply disruption and price volatility to continue into fiscal 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 highly regarded for our innovation capabilities and have more than a thousand active patents.

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.

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.

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

We 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.

As we emerge from the pandemic and continue to focus on the health of our employees, we have worked diligently to provide a compelling workplace for them to return to while recognizing and accommodating the need for flexibility.

Our "JumpStart@Amcor" global program accelerates onboarding of new employees and provides an avenue for cross-functional learning.

We also run an Accelerated Career Development program ("ACDP") which provides a global intake on new talent with a structured rotation to develop commercial capabilities and an enhanced global commercial talent pipeline.

During fiscal year 2022, we completed our fifth global engagement survey.

Titled "OurVoice@Amcor", the survey tracks the engagement of our employees across multiple dimensions and provides a benchmark against other global manufacturing companies.

In the recent 2022 survey, we received feedback from over 30,000 Amcor employees from every country and business group.

The dominant feedback was that colleagues feel Amcor is a great place to work and that they want more communication with leadership about the direction and future strategies of the Company.

Action plans are underway across the organization to provide feedback loops and implement action plans.

For the fiscal year ended June 30, [removed: 2022][added: 2023]

[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: $18.1] [added: $17.3] billion.

As of August [removed: 16, 2022,] [added: 15, 2023,] the Registrant had [removed: 1,489,019,556] [added: 1,448,493,870] 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: 2022] [added: 2023] 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.

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| [Item [removed: 4.](#iaaf9a56e00e94423becd0a3b631ec539_31)] [added: 4.](#i81e1c1d2b45f4518b0b97c85db00a276_31)] | | | [Mine Safety [removed: Disclosures](#iaaf9a56e00e94423becd0a3b631ec539_31)] [added: Disclosures](#i81e1c1d2b45f4518b0b97c85db00a276_31)] | | | [removed: [24](#iaaf9a56e00e94423becd0a3b631ec539_31)] [added: [25](#i81e1c1d2b45f4518b0b97c85db00a276_31)] | | |

| [Item [removed: 5.](#iaaf9a56e00e94423becd0a3b631ec539_37)] [added: 5.](#i81e1c1d2b45f4518b0b97c85db00a276_37)] | | | [Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#iaaf9a56e00e94423becd0a3b631ec539_37)] [added: Securities](#i81e1c1d2b45f4518b0b97c85db00a276_37)] | | | [removed: [25](#iaaf9a56e00e94423becd0a3b631ec539_37)] [added: [26](#i81e1c1d2b45f4518b0b97c85db00a276_37)] | | |

| [Item [removed: 7.](#iaaf9a56e00e94423becd0a3b631ec539_40)] [added: 7.](#i81e1c1d2b45f4518b0b97c85db00a276_40)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iaaf9a56e00e94423becd0a3b631ec539_40)] [added: Operations](#i81e1c1d2b45f4518b0b97c85db00a276_40)] | | | [removed: [28](#iaaf9a56e00e94423becd0a3b631ec539_40)] [added: [29](#i81e1c1d2b45f4518b0b97c85db00a276_40)] | | |

| [Item [removed: 7A.](#iaaf9a56e00e94423becd0a3b631ec539_67)] [added: 7A.](#i81e1c1d2b45f4518b0b97c85db00a276_67)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iaaf9a56e00e94423becd0a3b631ec539_67)] [added: Risk](#i81e1c1d2b45f4518b0b97c85db00a276_67)] | | | [removed: [45](#iaaf9a56e00e94423becd0a3b631ec539_67)] [added: [46](#i81e1c1d2b45f4518b0b97c85db00a276_67)] | | |

| [Item [removed: 8.](#iaaf9a56e00e94423becd0a3b631ec539_70)] [added: 8.](#i81e1c1d2b45f4518b0b97c85db00a276_70)] | | | [Financial Statements and Supplementary [removed: Data](#iaaf9a56e00e94423becd0a3b631ec539_70)] [added: Data](#i81e1c1d2b45f4518b0b97c85db00a276_70)] | | | [removed: [47](#iaaf9a56e00e94423becd0a3b631ec539_70)] [added: [48](#i81e1c1d2b45f4518b0b97c85db00a276_70)] | | |

| | | | [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#iaaf9a56e00e94423becd0a3b631ec539_73) 1358[)](#iaaf9a56e00e94423becd0a3b631ec539_73)] [added: ID](#i81e1c1d2b45f4518b0b97c85db00a276_73) 1358[)](#i81e1c1d2b45f4518b0b97c85db00a276_73)] | | | [removed: [47](#iaaf9a56e00e94423becd0a3b631ec539_73)] [added: [48](#i81e1c1d2b45f4518b0b97c85db00a276_73)] | | |

| | | | [Consolidated Statements of [removed: Income](#iaaf9a56e00e94423becd0a3b631ec539_76)] [added: Income](#i81e1c1d2b45f4518b0b97c85db00a276_76)] | | | [removed: [49](#iaaf9a56e00e94423becd0a3b631ec539_76)] [added: [50](#i81e1c1d2b45f4518b0b97c85db00a276_76)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#iaaf9a56e00e94423becd0a3b631ec539_79)] [added: Income](#i81e1c1d2b45f4518b0b97c85db00a276_79)] | | | [removed: [50](#iaaf9a56e00e94423becd0a3b631ec539_79)] [added: [51](#i81e1c1d2b45f4518b0b97c85db00a276_79)] | | |

| | | | [Consolidated Balance [removed: Sheets](#iaaf9a56e00e94423becd0a3b631ec539_82)] [added: Sheets](#i81e1c1d2b45f4518b0b97c85db00a276_82)] | | | [removed: [51](#iaaf9a56e00e94423becd0a3b631ec539_82)] [added: [52](#i81e1c1d2b45f4518b0b97c85db00a276_82)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#iaaf9a56e00e94423becd0a3b631ec539_85)] [added: Flows](#i81e1c1d2b45f4518b0b97c85db00a276_85)] | | | [removed: [52](#iaaf9a56e00e94423becd0a3b631ec539_85)] [added: [53](#i81e1c1d2b45f4518b0b97c85db00a276_85)] | | |

| | | | [Consolidated Statements of [removed: Equity](#iaaf9a56e00e94423becd0a3b631ec539_88)] [added: Equity](#i81e1c1d2b45f4518b0b97c85db00a276_88)] | | | [removed: [53](#iaaf9a56e00e94423becd0a3b631ec539_88)] [added: [54](#i81e1c1d2b45f4518b0b97c85db00a276_88)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#iaaf9a56e00e94423becd0a3b631ec539_91)] [added: Statements](#i81e1c1d2b45f4518b0b97c85db00a276_91)] | | | [removed: [54](#iaaf9a56e00e94423becd0a3b631ec539_91)] [added: [55](#i81e1c1d2b45f4518b0b97c85db00a276_91)] | | |

| [Item [removed: 9.](#iaaf9a56e00e94423becd0a3b631ec539_163)] [added: 9.](#i81e1c1d2b45f4518b0b97c85db00a276_166)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iaaf9a56e00e94423becd0a3b631ec539_163)] [added: Disclosure](#i81e1c1d2b45f4518b0b97c85db00a276_166)] | | | [removed: [107](#iaaf9a56e00e94423becd0a3b631ec539_163)] [added: [110](#i81e1c1d2b45f4518b0b97c85db00a276_166)] | | |

| [Item [removed: 9A.](#iaaf9a56e00e94423becd0a3b631ec539_166)] [added: 9A.](#i81e1c1d2b45f4518b0b97c85db00a276_169)] | | | [Controls and [removed: Procedures](#iaaf9a56e00e94423becd0a3b631ec539_166)] [added: Procedures](#i81e1c1d2b45f4518b0b97c85db00a276_169)] | | | [removed: [107](#iaaf9a56e00e94423becd0a3b631ec539_166)] [added: [110](#i81e1c1d2b45f4518b0b97c85db00a276_169)] | | |

| [Item [removed: 9B.](#iaaf9a56e00e94423becd0a3b631ec539_169)] [added: 9B.](#i81e1c1d2b45f4518b0b97c85db00a276_172)] | | | [Other [removed: Information](#iaaf9a56e00e94423becd0a3b631ec539_169)] [added: Information](#i81e1c1d2b45f4518b0b97c85db00a276_172)] | | | [removed: [107](#iaaf9a56e00e94423becd0a3b631ec539_169)] [added: [110](#i81e1c1d2b45f4518b0b97c85db00a276_172)] | | |

| [Item [removed: 9C.](#iaaf9a56e00e94423becd0a3b631ec539_1639)] [added: 9C.](#i81e1c1d2b45f4518b0b97c85db00a276_175)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iaaf9a56e00e94423becd0a3b631ec539_1639)] [added: Inspections](#i81e1c1d2b45f4518b0b97c85db00a276_175)] | | | [removed: [107](#iaaf9a56e00e94423becd0a3b631ec539_1639)] [added: [110](#i81e1c1d2b45f4518b0b97c85db00a276_175)] | | |

| [Item [removed: 10.](#iaaf9a56e00e94423becd0a3b631ec539_175)] [added: 10.](#i81e1c1d2b45f4518b0b97c85db00a276_181)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#iaaf9a56e00e94423becd0a3b631ec539_175)] [added: Governance](#i81e1c1d2b45f4518b0b97c85db00a276_181)] | | | [removed: [108](#iaaf9a56e00e94423becd0a3b631ec539_175)] [added: [111](#i81e1c1d2b45f4518b0b97c85db00a276_181)] | | |

| [Item [removed: 11.](#iaaf9a56e00e94423becd0a3b631ec539_178)] [added: 11.](#i81e1c1d2b45f4518b0b97c85db00a276_184)] | | | [Executive [removed: Compensation](#iaaf9a56e00e94423becd0a3b631ec539_178)] [added: Compensation](#i81e1c1d2b45f4518b0b97c85db00a276_184)] | | | [removed: [109](#iaaf9a56e00e94423becd0a3b631ec539_178)] [added: [112](#i81e1c1d2b45f4518b0b97c85db00a276_184)] | | |

| [Item [removed: 12.](#iaaf9a56e00e94423becd0a3b631ec539_181)] [added: 12.](#i81e1c1d2b45f4518b0b97c85db00a276_187)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#iaaf9a56e00e94423becd0a3b631ec539_181)] [added: Matters](#i81e1c1d2b45f4518b0b97c85db00a276_187)] | | | [removed: [109](#iaaf9a56e00e94423becd0a3b631ec539_181)] [added: [112](#i81e1c1d2b45f4518b0b97c85db00a276_187)] | | |

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| [Item [removed: 14.](#iaaf9a56e00e94423becd0a3b631ec539_187)] [added: 14.](#i81e1c1d2b45f4518b0b97c85db00a276_193)] | | | [Principal Accountant Fees and [removed: Services](#iaaf9a56e00e94423becd0a3b631ec539_187)] [added: Services](#i81e1c1d2b45f4518b0b97c85db00a276_193)] | | | [removed: [109](#iaaf9a56e00e94423becd0a3b631ec539_187)] [added: [112](#i81e1c1d2b45f4518b0b97c85db00a276_193)] | | |

| [Item [removed: 15.](#iaaf9a56e00e94423becd0a3b631ec539_193)] [added: 15.](#i81e1c1d2b45f4518b0b97c85db00a276_199)] | | | [Exhibits and Financial Statement [removed: Schedules](#iaaf9a56e00e94423becd0a3b631ec539_193)] [added: Schedules](#i81e1c1d2b45f4518b0b97c85db00a276_199)] | | | [removed: [110](#iaaf9a56e00e94423becd0a3b631ec539_193)] [added: [113](#i81e1c1d2b45f4518b0b97c85db00a276_199)] | | |

- [removed: the] [added: an] inability to expand our current business effectively through either organic growth, including [removed: by] product innovation, [added: investments,] or acquisitions;

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

- costs and liabilities related to [removed: current and future] environment, [removed: health] [added: health,] and safety [added: ("EHS")] laws and [removed: regulations;][added: regulations, as well as changes in the global climate;]

- increasing scrutiny and changing expectations [added: from investors, customers, and governments] with respect to our Environmental, Social, and Governance ("ESG") practices [added: and commitments] resulting in additional costs or exposure to additional risks;

- changing government regulations in environmental, health, and safety [removed: matters;] [added: matters, including climate change;] and

Additional factors that could cause actual results to differ from those expected are discussed in this Annual Report on Form 10-K, including in the sections entitled "Item [removed: 1A - Risk Factors" and "Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations," and in Amcor’s subsequent filings with the Securities and Exchange Commission.][added: 1A.]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [Part I](#i81e1c1d2b45f4518b0b97c85db00a276_13) | | | | | | | | |

| [Part II](#i81e1c1d2b45f4518b0b97c85db00a276_34) | | | | | | | | |

| [Part III](#i81e1c1d2b45f4518b0b97c85db00a276_178) | | | | | | | | |

| [Part IV](#i81e1c1d2b45f4518b0b97c85db00a276_196) | | | | | | | | |

| | | | [Exhibit Index](#i81e1c1d2b45f4518b0b97c85db00a276_199) | | | [113](#i81e1c1d2b45f4518b0b97c85db00a276_199) | | |

| [Item 16.](#i81e1c1d2b45f4518b0b97c85db00a276_202) | | | [Form 10-K Summary](#i81e1c1d2b45f4518b0b97c85db00a276_202) | | | [115](#i81e1c1d2b45f4518b0b97c85db00a276_202) | | |

| | | | [Signatures](#i81e1c1d2b45f4518b0b97c85db00a276_205) | | | [116](#i81e1c1d2b45f4518b0b97c85db00a276_205) | | |

- impacts of operating internationally;

- pandemics, epidemics, or other disease outbreaks;

- an inability to attract and retain our global executive management team and our skilled workforce;

- labor disputes and an inability to renew collective bargaining agreements at acceptable terms;

- failures or disruptions in our information technology systems which could disrupt our operations, compromise customer, employee, supplier, and other data;

- Risk Factors" and "Item 7.

- Management’s Discussion and Analysis of Financial Condition and Results of Operations," and in Amcor’s subsequent filings with the Securities and Exchange Commission.

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

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

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

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

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

| [Item 16.](#iaaf9a56e00e94423becd0a3b631ec539_196) | | | [Form 10-K Summary (optional)](#iaaf9a56e00e94423becd0a3b631ec539_196) | | | [112](#iaaf9a56e00e94423becd0a3b631ec539_196) | | |

| | | | [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");

- an inability to attract and retain key personnel;

- labor disputes;

- failures or disruptions in information technology systems;

The breakdown of our significant manufacturing and support facilities at June 30, [removed: 2022] [added: 2023,] were as follows:

This segment has [removed: 169] [added: 166] significant manufacturing and support facilities located in [removed: 39] [added: 37] countries, of which [removed: 118] [added: 114] are owned directly by us and [removed: 51] [added: 52] are leased from outside parties.

Our ordinary shares are traded on the New York Stock Exchange (the "NYSE") under the symbol [removed: AMCR] [added: AMCR,] and our CHESS Depositary Instruments ("CDIs") are traded on the Australian Securities Exchange (the "ASX") under the symbol AMC.

As of June 30, [removed: 2022,] [added: 2023,] there were [removed: 105,788] [added: 104,752] registered holders of record of our ordinary shares and CDIs.

Share repurchase activity during the three months ended June 30, [removed: 2022] [added: 2023,] 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):

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

(3)On August 17, [removed: 2021,] [added: 2022,] our Board of Directors approved a buyback of $400 million of ordinary shares and/or CHESS Depositary Instruments ("CDIs") during the following twelve months.

[removed: In addition,] [added: Further,] on February [removed: 1, 2022,] [added: 7, 2023,] our Board of Directors approved an additional [removed: $200 million] buyback of [added: up to $100 million of] ordinary shares and CDIs during the next twelve months.

The line graph below [removed: compares the annual percentage change in Amcor plc's] [added: illustrates our] cumulative total shareholder return on [removed: its] [added: our] ordinary shares [added: as compared] with the cumulative total return of [removed: its Peer Group, International Packaging] [added: our] Peer Group, the S&P 500 Index, [added: the S&P 500 Materials 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 | | | | | | June 30, 2022 | | | [added: | | | June 30, 2023 | | |]

| Amcor plc | | | | | | $ | 100.00 | | | | | $ | 102.77 | | | | | $ | 95.68 | | | | | $ | 111.82 | | | | | $ | 126.13 | | [added: | | | $ | 105.72 | |]

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 107.05 | | | | | $ | 115.08 | | | | | $ | 162.03 | | | | | $ | 144.83 | | [added: | | | $ | 173.21 | |]

| S&P/ASX 200 | | | | | | $ | 100.00 | | | | | $ | 102.08 | | | | | $ | 93.59 | | | | | $ | 131.41 | | | | | $ | 114.86 | | [added: | | | $ | 129.24 | |]

| Peer Group | | | | | | $ | 100.00 | | | | | $ | 100.12 | | | | | $ | 104.54 | | | | | $ | 124.79 | | | | | $ | 126.34 | | [added: | | | $ | 133.70 | |]

| April 1 - 30, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 300 | |

| May 1 - 31, 2023 | | | | | | 13,356 | | | | | | 10.21 | | | | | | 13,356 | | | | | | 164 | | |

| June 1 - 30, 2023 | | | | | | 9,641 | | | | | | 9.89 | | | | | | 9,594 | | | | | | 69 | | |

| Total | | | | | | 22,997 | | | | | | $ | 10.08 | | | | | 22,950 | | | | | | | | |

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

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

| S&P 500 Materials | | | | | | $ | 100.00 | | | | | $ | 111.71 | | | | | $ | 110.47 | | | | | $ | 164.06 | | | | | $ | 149.75 | | | | | $ | 172.39 | |

| 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.

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

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

| International Packaging Peer Group | | | | | | $ | 100.00 | | | | | $ | 101.55 | | | | | $ | 91.28 | | | | | $ | 135.67 | | | | | $ | 114.23 | |

The International Packaging Peer Group consists of AptarGroup, Inc., Ball Corporation, Berry Global Group, Inc., CCL Industries Inc., Crown Holdings, Inc., Graphic Packaging Holding Company, Huhtamaki Oyj, International Paper Company, Mayr-Melnhof Karton AG, O-I Glass, Inc., Sealed Air Corporation, Silgan Holdings Inc., Sonoco Products Company, and WestRock Company.

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.

We have audited the accompanying consolidated balance sheets of Amcor plc and its subsidiaries (the “Company”) as of June 30, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022,] 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: 2022,] [added: 2023,] including the related notes and [removed: financial statement] schedule [removed: listed] [added: of valuation and qualifying accounts and reserves for each of the three years] in the [removed: index] [added: period ended June 30, 2023] 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: 2022] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended June [removed: 30,2022] [added: 30, 2023] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: *Valuation of assets and liabilities] [added: | Liabilities] held for [removed: sale*][added: sale | | | | | | — | | | | | | 65 | | |]

[removed: As described in Notes 2, 4, and 6 to the consolidated financial statements, during] [added: During] the fourth quarter of fiscal year 2022, the Company classified the assets and liabilities of its [removed: three manufacturing facilities in Russia (“Russian business”)] [added: Russian operations] as held for [removed: sale,] [added: sale] as a result of the Company's decision to sell its Russian [removed: operations.][added: business and recorded an impairment of $90 million.]

The [removed: Company] [added: resulting gain from the sale] has [added: been] recorded [removed: an impairment charge of $90 million as of June 30, 2022, within] [added: in] the line [removed: item “Restructuring,] [added: restructuring,] impairment, and [added: other] related [removed: expenses, net” on] [added: activities, net, in] the consolidated statements of income.

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 [removed: values] [added: values,] or management's estimates, depending on the specific situation.

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

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

Evaluating management’s assumptions related to [removed: market multiples] [added: revenue growth, projected operating income growth, terminal values] and [removed: forecasted EBITDA] [added: the discount rate] involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the [removed: Russian business;] [added: reporting unit;] (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.

| For the years ended June 30, | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net sales | | | | | | $ | [removed: 14,544] [added: 14,694] | | | | | $ | [removed: 12,861] [added: 14,544] | | | | | $ | [removed: 12,468] [added: 12,861] | |

| Cost of sales | | | | | | [removed: (11,724)] [added: (11,969)] | | | | | | [removed: (10,129)] [added: (11,724)] | | | | | | [removed: (9,932)] [added: (10,129)] | | |

| Gross profit | | | | | | [removed: 2,820] [added: 2,725] | | | | | | [removed: 2,732] [added: 2,820] | | | | | | [removed: 2,536] [added: 2,732] | | |

| Operating [removed: expenses: | | | | | |] [added: expenses] | | | | | | [added: (1,125)] | | | | | | [added: (1,251)] | | |

| Selling, general, and administrative expenses | | | | | | [removed: (1,284)] [added: (1,246)] | | | | | | [removed: (1,292)] [added: (1,284)] | | | | | | [removed: (1,385)] [added: (1,292)] | | |

| Research and development expenses | | | | | | [removed: (96)] [added: (101)] | | | | | | [removed: (100)] [added: (96)] | | | | | | [removed: (97)] [added: (100)] | | |

| [removed: Restructuring, impairment,] [added: Restructuring] and related expenses, net | | | | | | [removed: (234)] [added: (111)] | | | | | | [removed: (94)] [added: (96)] | | | | | | [removed: (115)] [added: (94)] | | |

| Other income, net | | | | | | [removed: 33] [added: 26] | | | | | | [removed: 75] [added: 33] | | | | | | [removed: 55] [added: 75] | | |

| Operating income | | | | | | [removed: 1,239] [added: 1,508] | | | | | | [removed: 1,321] [added: 1,239] | | | | | | [removed: 994] [added: 1,321] | | |

| Interest income | | | | | | [removed: 24] [added: 31] | | | | | | [removed: 14] [added: 24] | | | | | | [removed: 22] [added: 14] | | |

| Interest expense | | | | | | [removed: (159)] [added: (290)] | | | | | | [removed: (153)] [added: (159)] | | | | | | [removed: (207)] [added: (153)] | | |

| Other non-operating income, net | | | | | | [removed: 11] [added: 2] | | | | | | 11 | | | | | | [removed: 16] [added: 11] | | |

| Income [removed: from continuing operations] before income taxes and equity in [removed: income/(loss)] [added: income] of affiliated companies | | | | | | [removed: 1,115] [added: 1,251] | | | | | | [removed: 1,193] [added: 1,115] | | | | | | [removed: 825] [added: 1,193] | | |

| Income tax expense | | | | | | [removed: (300)] [added: (193)] | | | | | | [removed: (261)] [added: (300)] | | | | | | [removed: (187)] [added: (261)] | | |

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

| Net income | | | | | | $ | [removed: 815] [added: 1,058] | | | | | $ | [removed: 951] [added: 815] | | | | | $ | [removed: 616] [added: 951] | |

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

| Net income attributable to Amcor plc | | | | | | $ | [removed: 805] [added: 1,048] | | | | | $ | [removed: 939] [added: 805] | | | | | $ | [removed: 612] [added: 939] | |

| [removed: Diluted] [added: Diluted] earnings per [removed: share:] [added: share] | | | | | | [added: $] | [added: 0.705] | | | | | [added: $] | [added: 0.529] | | | | | [added: $] | [added: 0.602] | |

| Net income | | | | | | $ | [removed: 815] [added: 1,058] | | | | | $ | [removed: 951] [added: 815] | | | | | $ | [removed: 616] [added: 951] | |

| Net gains/(losses) on cash flow hedges, net of tax (a) | | | | | | [removed: (7)] [added: (1)] | | | | | | [removed: 26] [added: (7)] | | | | | | [removed: (22)] [added: 26] | | |

| Foreign currency translation adjustments, net of tax (b) | | | | | | [removed: (201)] [added: 69] | | | | | | [removed: 205] [added: (201)] | | | | | | [removed: (287)] [added: 205] | | |

| Pension, net of tax [removed: (d)] [added: (c)] | | | | | | [removed: 94] [added: (50)] | | | | | | [removed: 52] [added: 94] | | | | | | [removed: (16)] [added: 52] | | |

| Other comprehensive income/(loss) | | | | | | [removed: (114)] [added: 18] | | | | | | [removed: 283] [added: (114)] | | | | | | [removed: (327)] [added: 283] | | |

| Total comprehensive income | | | | | | [removed: 701] [added: 1,076] | | | | | | [removed: 1,234] [added: 701] | | | | | | [removed: 289] [added: 1,234] | | |

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

| Comprehensive income attributable to Amcor plc | | | | | | $ | [removed: 691] [added: 1,066] | | | | | $ | [removed: 1,222] [added: 691] | | | | | $ | [removed: 285] [added: 1,222] | |

| (a) Tax benefit related to cash flow hedges | | | | | | $ | [removed: 2] [added: 1] | | | | | $ | [removed: —] [added: 2] | | | | | $ | — | |

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

As described in Notes 2 and 10 to the consolidated financial statements, the Company’s consolidated goodwill balance was $5,366 million as of June 30, 2023, and the goodwill associated with the Flexibles Segment was $4,391 million, which includes goodwill associated with the Flexibles Latin America reporting unit.

Management conducts an impairment analysis in the fourth quarter of each year, or whenever events and circumstances indicate an impairment may have occurred during the year.

Management’s quantitative assessment utilizes discounted cash flow models 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, market multiples, terminal values, and the discount rate.

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, terminal values, and the discount rate.

| Basic earnings per share | | | | | | $ | 0.709 | | | | | $ | 0.532 | | | | | $ | 0.604 | |

| For the years ended June 30, | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Net income | | | | | | $ | 1,058 | | | | | $ | 815 | | | | | $ | 951 | |

| Business acquisitions | | | | | | (121) | | | | | | — | | | | | | — | | |

| Net income | | | | | | | | | | | | | | | | | | 1,048 | | | | | | | | | | | | | | | | | | 10 | | | | | | 1,058 | | |

| Balance as of June 30, 2023 | | | | | | $ | 14 | | | | | $ | 4,021 | | | | | $ | 865 | | | | | $ | (862) | | | | | $ | (12) | | | | | $ | 64 | | | | | $ | 4,090 | |

The Company reclassified prior year inventory comparatives in the condensed consolidated balance sheets to conform to the current year's presentation which provides the breakdown of inventory.

This change in presentation did not have an impact on the Company’s financial condition or operating results.

These foreign currency transaction net gains or net losses amounted to a net loss of

The Company had an immaterial amount of restricted cash as of June 30, 2023.

Inventory reserves were $130 million and $111 million as of June 30, 2023, and 2022, respectively.

multiples, terminal values, and discount rates.

Sensitivity analyses are performed around certain of these assumptions to assess the reasonableness of the assumptions and the resulting estimated fair values.

Investments in limited partnerships or limited liability companies that maintain separate ownership accounts are also accounted for under the equity method unless the Company's interest is so minor that it has virtually no influence over the investee's operating and financial policies.

The Company adopted ASU 2021-10 on July 1, 2022.

The Company analyzed amounts received from government assistance programs and determined the program amounts received are individually, and in the aggregate, not material.

ASU 2021-10 may have an impact on the Company’s disclosures in the future, if government assistance provided to the Company were to become material.

In September 2022, the FASB issued ASU 2022-04 that adds certain disclosure requirements for entities that use supplier finance programs in connection with the purchase of goods and services.

The new standard's requirement to disclose the key terms of supplier finance programs is effective for all interim and annual periods beginning with the Company's fiscal year ending June 30, 2024.

The new standard does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations.

Early adoption is permitted.

The Company adopted this new disclosure guidance on July 1, 2023, except for the amendment on roll forward information which is not effective until July 1, 2024.

| Gain on disposal of Russian business, net | | | | | | $ | 215 | | | | | $ | — | | | | | $ | — | |

| Restructuring, impairment, and other related activities, net | | | | | | $ | 104 | | | | | $ | (234) | | | | | $ | (94) | |

A pre-tax net gain on disposal of the Company's three manufacturing facilities in Russia ("Russian business") of $215 million was recognized during fiscal year 2023.

The carrying value of the Russian business had previously been impaired by $90 million in the fourth quarter of fiscal year 2022, following the Company's approved plan to sell its Russian operations.

For further information, refer to Note 5, "Acquisitions and Divestitures," and Note 6, "Held for Sale."

Acquisitions

On August 1, 2022, the Company completed the acquisition of 100% equity interest in a Czech Republic company that operates a world-class flexible packaging manufacturing plant.

The purchase consideration of $59 million included a deferred portion of $5 million that was paid in the first quarter of fiscal year 2024.

The acquisition is part of the Company's Flexibles reportable segment and resulted in the recognition of acquired identifiable net assets of $36 million and goodwill of $23 million.

Goodwill is not deductible for tax purposes.

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

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

| August 18, 2022 | | | | | |

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

| Income from continuing operations | | | | | | 815 | | | | | | 951 | | | | | | 624 | | |

| Loss from discontinued operations, net of tax | | | | | | — | | | | | | — | | | | | | (8) | | |

| Income from continuing operations | | | | | | $ | 0.532 | | | | | $ | 0.604 | | | | | $ | 0.387 | |

| Loss from discontinued operations | | | | | | — | | | | | | — | | | | | | (0.005) | | |

| Net income | | | | | | $ | 0.532 | | | | | $ | 0.604 | | | | | $ | 0.382 | |

| Income from continuing operations | | | | | | $ | 0.529 | | | | | $ | 0.602 | | | | | $ | 0.387 | |

| Net income | | | | | | $ | 0.529 | | | | | $ | 0.602 | | | | | $ | 0.382 | |

| Net investment hedge of foreign operations, net of tax (c) | | | | | | — | | | | | | — | | | | | | (2) | | |

| (c) Tax benefit related to net investment hedge of foreign operations | | | | | | $ | — | | | | | $ | — | | | | | $ | 1 | |

| Balance as of June 30, 2019 | | | | | | $ | 16 | | | | | $ | 6,008 | | | | | $ | 324 | | | | | $ | (722) | | | | | $ | (16) | | | | | $ | 65 | | | | | $ | 5,675 | |

| Net income | | | | | | | | | | | | | | | | | | 612 | | | | | | | | | | | | | | | | | | 4 | | | | | | 616 | | |

| Cumulative adjustment related to the adoption of ASC 842 | | | | | | | | | | | | | | | | | | 58 | | | | | | | | | | | | | | | | | | | | | | | | 58 | | |

The consolidated financial statements and related notes reflect the three plants in Europe acquired as part of the Bemis acquisition as a discontinued operation in fiscal year 2019 as the Company agreed to divest of these plants as a condition of approval from the European Commission.

The plants were divested in the first quarter of fiscal year 2020.

material in any of the periods presented.

| Less: inventory reserves | | | | | | (111) | | | | | | (107) | | |

| Inventories, net | | | | | | $ | 2,439 | | | | | $ | 1,991 | |

| | | | | | | | | |

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

In conjunction with the acquisition of Bemis, the Company reassessed its segment reporting structure in the first fiscal quarter of 2020 and elected to disaggregate the Flexibles Americas operating segment into Flexibles North America and Flexibles Latin America.

The Company performs its annual impairment analysis in the fourth fiscal quarter of each fiscal year.

A qualitative impairment analysis was performed in the fourth fiscal quarter for five of the Company's six reporting units in fiscal year 2022 and 2021.

The Company elected to perform a quantitative goodwill impairment test for one Flexibles reporting unit in fiscal year 2022 and 2021, and performed a quantitative impairment test for all of its reporting units in fiscal year 2020.

The Company’s annual impairment analyses for all three fiscal years concluded that goodwill was not impaired.

No reporting units failed the assessments noted above in the annual impairment analysis for 2022.

The Company's decision to sell its three manufacturing facilities in Russia (“Russian business”) in the fourth quarter of fiscal year 2022 and subsequent classification as held for sale was considered a triggering event which required an additional quantitative impairment test for one Flexibles reporting unit to assess if goodwill is impaired.

Based on the quantitative impairment test performed for this Flexibles reporting unit, the Company concluded that goodwill was not impaired.

Additionally, the Company considered whether any other events and/or changes in circumstances had resulted in the likelihood that the goodwill of any of its other reporting units may have been impaired.

Management has determined that no such events have occurred subsequent to the annual evaluation and as of June 30, 2022.

The Company sold its equity investment in AMVIG Holdings Limited ("AMVIG") in the first quarter of fiscal year 2021, refer to Note 8, "Equity Method and Other Investments."

To date, investments not accounted for under the equity method are not material.

In December 2019, the FASB issued updated guidance to simplify the accounting for income taxes by removing certain exceptions and improving the consistent application of U.S. GAAP in other tax accounting areas.

This guidance is effective for annual reporting periods, and any interim periods within those annual periods, that begin after December 15, 2020 with early adoption permitted.

The guidance became effective for the Company on July 1, 2021 and the adoption did not have a material impact on the Company's consolidated financial statements.

The Company will adopt this guidance on July 1, 2022 and does not expect the adoption to have a material impact on the Company's consolidated financial statements.

| Restructuring and related expenses, net | | | | | | $ | (96) | | | | | $ | (94) | | | | | $ | (115) | |

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

Based on this evaluation, our management concluded that we maintained effective internal control over financial reporting as of June 30, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of June 30, [removed: 2022,] [added: 2023,] has been audited by PricewaterhouseCoopers AG, an independent registered public accounting firm, as stated in their report, which appears on "Item 8.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of fiscal year [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended June 30, 2023, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

None.

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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] and such information is expressly incorporated herein by reference.

Equity compensation plans as of June 30, [removed: 2022] [added: 2023,] were as follows:

(1)Includes outstanding option awards of [removed: 45,354,450,] [added: 32,764,410,] which have a weighted-average exercise price of [removed: $10.66, 10,676,188] [added: $11.29, 11,391,222] awards of ordinary shares issuable upon vesting of performance shares/rights, [removed: 4,230,374] [added: 3,734,538] awards of ordinary shares issuable upon vesting of share rights, and [removed: 891,898] [added: 1,039,845] restricted shares issued under the share retention plan.

(2)Performance shares/rights, share rights, restricted share [removed: awards,] [added: units,] and non-executive director share plans are excluded when determining the weighted-average exercise price of outstanding options.

(3)May be issued as options, performance shares/rights, share rights, or restricted [removed: shares.][added: share units.]

The additional information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after June 30, [removed: 2022,] [added: 2023,] and such information is expressly incorporated herein by reference.

| Equity compensation plans approved by security holders | | | | | | 48,930,014 | | | (1) | | | $ | 11.29 | | (2) | | | 41,225,174 | | | (3) | | |

| Total | | | | | | 48,930,014 | | | (1) | | | $ | 11.29 | | (2) | | | 41,225,174 | | | (3) | | |

| 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) | | |

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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] and such information is expressly incorporated herein by reference.

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| | | | [Consolidated Balance [removed: Sheets](#iaaf9a56e00e94423becd0a3b631ec539_82)] [added: Sheets](#i81e1c1d2b45f4518b0b97c85db00a276_82)] | | | [removed: [51](#iaaf9a56e00e94423becd0a3b631ec539_82)] [added: [52](#i81e1c1d2b45f4518b0b97c85db00a276_82)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#iaaf9a56e00e94423becd0a3b631ec539_85)] [added: Flows](#i81e1c1d2b45f4518b0b97c85db00a276_85)] | | | [removed: [52](#iaaf9a56e00e94423becd0a3b631ec539_85)] [added: [53](#i81e1c1d2b45f4518b0b97c85db00a276_85)] | | |

| | | | [Consolidated Statements of [removed: Equity](#iaaf9a56e00e94423becd0a3b631ec539_88)] [added: Equity](#i81e1c1d2b45f4518b0b97c85db00a276_88)] | | | [removed: [53](#iaaf9a56e00e94423becd0a3b631ec539_88)] [added: [54](#i81e1c1d2b45f4518b0b97c85db00a276_88)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#iaaf9a56e00e94423becd0a3b631ec539_91)] [added: Statements](#i81e1c1d2b45f4518b0b97c85db00a276_91)] | | | [removed: [54](#iaaf9a56e00e94423becd0a3b631ec539_91)] [added: [55](#i81e1c1d2b45f4518b0b97c85db00a276_91)] | | |

| | | | [Schedule II - Valuation and Qualifying Accounts and [removed: Reserves](#iaaf9a56e00e94423becd0a3b631ec539_202)] [added: Reserves](#i81e1c1d2b45f4518b0b97c85db00a276_208)] | | | [removed: [114](#iaaf9a56e00e94423becd0a3b631ec539_202)] [added: [117](#i81e1c1d2b45f4518b0b97c85db00a276_208)] | | |

| Exhibit | | | | | | | | | Description | | | | | | Form of Filing | | | [added: | | | | | | | | | | | | | | |]

| 2 | | | .1 | | | | | | [Transaction Agreement, dated as of August 6, 2018, by and among the Amcor plc, Amcor Limited, Arctic Corp. and Bemis Company, Inc. (“Bemis”) (incorporated by reference to Annex A to Amcor plc's Registration Statement on Form S-4 filed on March 12, 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zs-4.htm#Annex_A) | | | | | | Incorporated by Reference | | | [added: | | | | | | | | | | | | | | |]

| 3 | | | .1 | | | | | | [Articles of Association of Amcor plc (incorporated by reference to Exhibit 3.1 to Amcor plc’s Current Report on Form 8-K filed on June 13, 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000110465919035373/a18-18334_98ex3d1.htm#Exhibit3_1_102529) | | | | | | Incorporated by Reference | | | [added: | | | | | | | | | | | | | | |]

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

| [removed: 4] [added: 10] | | | [removed: .1] [added: .4] | | | | | | [removed: [Trust Deed, dated as of February 28, 2011, among Amcor Limited, AFUI,] [added: [Employment Agreement between] Amcor [removed: UK Finance] Limited and [removed: DB Trustees (Hong Kong) Limited (the “Principal Trust Deed”)] [added: Ronald Delia, dated as of January 21, 2015] (incorporated by reference to Exhibit [removed: 4.3] [added: 10.3] to Amcor plc’s Registration Statement on Form S-4 filed on March 12, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-4_3.htm)] [added: 2019).*](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-10_3.htm)] | | | | | | Incorporated by Reference | | | [added: | | | | | | | | | | | | | | |]

| [removed: 4] [added: 10] | | | [removed: .2] [added: .6] | | | | | | [removed: [First Supplemental Trust Deed, dated as of October 26, 2012, among Amcor Limited, AFUI,] [added: [Employment Agreement between] Amcor [removed: UK Finance] Limited and [removed: DB Trustees (Hong Kong) Limited] [added: Ian Wilson, dated as of May 22, 2014] (incorporated by reference to Exhibit [removed: 4.5] [added: 10.5] to Amcor plc’s Registration Statement on Form S-4 filed on March 12, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-4_5.htm)] [added: 2019).*](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-10_5.htm)] | | | | | | Incorporated by Reference | | | [added: | | | | | | | | | | | | | | |]

| 4 | | | [removed: .3] [added: .11] | | | | | | [removed: [Second Supplemental Trust Deed] [added: [Registration Rights Agreement,] dated as of [removed: July 22, 2019 to the Principal Trust Deed,] [added: June 13, 2019, by and] among [added: Bemis,] Amcor [added: plc, Amcor] Limited, AFUI, Amcor [removed: plc, Bemis] [added: UK Finance plc] and the [removed: guarantors party thereto] [added: Dealer Managers, relating to the Bemis’ 3.100% 2026 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 [removed: July 26, 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000110465919041966/a19-13285_1ex10d1.htm#Exhibit10_1_092628)] [added: June 17, 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000110465919035974/a19-11635_1ex10d6.htm#Exhibit10_6_072545)] | | | | | | Incorporated by Reference | | | [added: | | | | | | | | | | | | | | |]

| 4 | | | [removed: .4] [added: .3] | | | | | | [removed: [Final Terms, dated as] [added: [Form] of [removed: March 20, 2013, among Amcor Limited, Amcor Finance (USA), Inc. and Amcor UK Finance Limited, relating to the 2.750%] [added: 3.625%] Notes due [removed: 2023] [added: 2026] (incorporated by reference to Exhibit [removed: 4.6] [added: 4.8] to Amcor plc’s Registration Statement on Form S-4 filed on March 12, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-4_6.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-4_8.htm)] | | | | | | Incorporated by Reference | | | [added: | | | | | | | | | | | | | | |]

| 4 | | | .5 | | | | | | [Form of [removed: 3.625%] [added: 3.100%] Notes due 2026 (incorporated by reference to Exhibit [removed: 4.8] [added: 4.13] to Amcor plc’s Registration Statement on Form S-4 filed on March 12, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-4_8.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-4_13.htm)] | | | | | | Incorporated by Reference | | | [added: | | | | | | | | | | | | | | |]

| 4 | | | [removed: .6] [added: .4] | | | | | | [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 | | | [added: | | | | | | | | | | | | | | |]

| [removed: 4] [added: 10] | | | [removed: .7] [added: .9] | | | | | | [Form of [removed: 3.100% Notes due 2026] [added: Deed of Appointment] (incorporated by reference to Exhibit [removed: 4.13] [added: 10.8] to Amcor plc’s Registration Statement on Form S-4 filed on March 12, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-4_13.htm)] [added: 2019).*](http://www.sec.gov/Archives/edgar/data/1748790/000104746919001142/a2237894zex-10_8.htm)] | | | | | | Incorporated by Reference | | | [added: | | | | | | | | | | | | | | |]

| 4 | | | [removed: .8] [added: .6] | | | | | | [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 | | | [added: | | | | | | | | | | | | | | |]

| 4 | | | [removed: .9] [added: .7] | | | | | | [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 | | | [added: | | | | | | | | | | | | | | |]

| 4 | | | [removed: .10] [added: .8] | | | | | | [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 | | | [added: | | | | | | | | | | | | | | |]

| 4 | | | [removed: .11] [added: .9] | | | | | | [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 | | | [added: | | | | | | | | | | | | | | |]

| 4 | | | [removed: .12] [added: .10] | | | | | | [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 | | | [added: | | | | | | | | | | | | | | |]

| 4 | | | .13 | | | | | | [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 the Dealer Managers, relating to the [removed: Bemis’ 3.100% 2026] [added: Amcor’s 4.500% 2028] Notes (incorporated by reference to Exhibit [removed: 10.6] [added: 10.8] 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_1ex10d6.htm#Exhibit10_6_072545)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/1748790/000110465919035974/a19-11635_1ex10d8.htm#Exhibit10_8_090010)] | | | | | | Incorporated by Reference | | | [added: | | | | | | | | | | | | | | |]