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Item 15. - Exhibits and Financial Statement Schedules

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Item 15. - Exhibits and Financial Statement Schedules

Pages in Form 10-K
(a) Financial Statements, Financial Statement Schedule, and Exhibits
(1) Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 1358)47
Consolidated Statements of Income49
Consolidated Statements of Comprehensive Income50
Consolidated Balance Sheets51
Consolidated Statements of Cash Flows52
Consolidated Statements of Equity53
Notes to Consolidated Financial Statements54
(2) Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts and Reserves116
All other schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.
(3) Exhibits
ExhibitDescriptionForm of Filing
2.1Transaction 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).Incorporated by Reference
3.1Articles of Association of Amcor plc (incorporated by reference to Exhibit 3.1 to Amcor plc’s Current Report on Form 8-K filed on June 13, 2019).Incorporated by Reference
3.2Memorandum of Association of Amcor plc (incorporated by reference to Exhibit 3.1 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
4.1Indenture, dated as of April 28, 2016, among Amcor Finance (USA), Inc., Amcor Limited, Amcor UK Finance PLC and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.7 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
4.2Form of 5.625% Guaranteed Senior Note due 2033 (incorporated by reference to Exhibit 4.3 on Amcor plc's Current Report on Form 8-K filed on May 26, 2023.Incorporated by Reference
4.3Indenture, dated as of May 26, 2023, among Amcor Finance (USA), Inc., Amcor plc, Amcor UK Finance plc, Amcor Pty Ltd and Amcor Flexibles North America, Inc. and Deutsche Bank Trust Company Americas, as trustee (including the guarantees) (incorporated by reference to Exhibit 4.1 on Amcor plc's Current Report on Form 8-K filed on May 26, 2023).Incorporated by Reference
4.4Form of 3.625% Notes due 2026 (incorporated by reference to Exhibit 4.8 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
4.5Form of 4.500% Notes due 2028 (incorporated by reference to Exhibit 4.9 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
4.6Form of 3.100% Notes due 2026 (incorporated by reference to Exhibit 4.13 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).Incorporated by Reference
4.7Form of Indenture, dated as of June 15, 1995, between Bemis and U.S. Bank Trust National Association (formerly known as First Trust National Association), as trustee (incorporated by reference to Exhibit 4.10 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019)Incorporated by Reference
4.8Form of 2.630% Guaranteed Senior Note Due 2030 (incorporated by reference to Exhibit 4.2 on Amcor plc’s Current Report on Form 8-K filed on June 19, 2020).Incorporated by Reference
4.9Form of 1.125% Guaranteed Senior Note Due 2027 (incorporated by reference to Exhibit 4.2 on Amcor plc’s Current Report on Form 8-K filed on June 23, 2020).Incorporated by Reference
ExhibitDescriptionForm of Filing
4.10Supplemental Indenture, dated as of June 13, 2019, by and between Bemis and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.1 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
4.11Indenture, dated as of June 13, 2019, by and among Bemis, as issuer, Amcor plc, Amcor Limited, AFUI, Amcor UK Finance plc and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.3 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
4.12Indenture, 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).Incorporated by Reference
4.13First Supplemental Indenture, dated as of May 23, 2024, among Amcor Flexibles North America, Inc., Amcor Group Finance plc and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.4 on Amcor plc's Current Report on Form 8-K filed on May 23, 2024).Incorporated by Reference
4.14Second Supplemental Indenture, dated as of May 23, 2024, among Amcor Flexibles North America, Inc., Amcor Group Finance plc and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.5 on Amcor plc's Current Report on Form 8-K filed on May 23, 2024).Incorporated by Reference
4.15First Supplemental Indenture, dated as of May 23, 2024, among Amcor Flexibles North America, Inc., Amcor Group Finance plc and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.6 on Amcor plc's Current Report on Form 8-K filed on May 23, 2024).Incorporated by Reference
4.16First Supplemental Indenture, dated as of May 23, 2024, among Amcor UK Finance plc, Amcor Group Finance plc and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.7 on Amcor plc's Current Report on Form 8-K filed on May 23, 2024).Incorporated by Reference
4.17First Supplemental Indenture, dated as of May 23, 2024, among Amcor Finance (USA), Inc., Amcor Group Finance plc and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.8 on Amcor plc's Current Report on Form 8-K filed on May 23, 2024).Incorporated by Reference
4.18Indenture, dated as of May 23, 2024, among Amcor Group Finance plc, Amcor plc, Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Pty Ltd and Amcor Flexibles North America, Inc. and Deutsche Bank Trust Company Americas, as trustee (including the guarantees) (incorporated by reference to Exhibit 4.1 to Amcor plc’s Current Report on Form 8-K filed on May 23, 2024).Incorporated by Reference
4.19Indenture, dated as of May 29, 2024, among Amcor UK Finance plc, Amcor plc, Amcor Finance (USA), Inc., Amcor Group Finance plc, Amcor Pty Ltd and Amcor Flexibles North America, Inc. and Deutsche Bank Trust Company Americas, as trustee (including the guarantees) (incorporated by reference to Exhibit 4.1 on Amcor plc's Current Report on Form 8-K filed on May 29, 2024).Incorporated by Reference
4.20Indenture, 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).Incorporated by Reference
4.21Indenture, 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).Incorporated by Reference
4.22Indenture, 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).Incorporated by Reference
4.23Registration Rights Agreement, dated as of June 13, 2019, by and among Bemis, Amcor plc, Amcor Limited, AFUI, Amcor UK Finance plc and the Dealer Managers, relating to the Bemis’ 3.100% 2026 Notes (incorporated by reference to Exhibit 10.6 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
ExhibitDescriptionForm of Filing
4.24Registration Rights Agreement, dated as of June 13, 2019, by and among AFUI, Amcor plc, Amcor Limited, Bemis, Amcor UK Finance plc and the Dealer Managers, relating to the Amcor’s 3.625% 2026 Notes (incorporated by reference to Exhibit 10.7 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
4.25Registration Rights Agreement, dated as of June 13, 2019, by and among AFUI, Amcor plc, Amcor Limited, Bemis, Amcor UK Finance plc and the Dealer Managers, relating to the Amcor’s 4.500% 2028 Notes (incorporated by reference to Exhibit 10.8 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
4.26Description of the Company's Common StockFiled Herewith
4.27Description of the Company's 1.125% Guaranteed Senior Note Due 2027Filed Herewith
4.28Description of the Company's 5.450% Guaranteed Senior Note Due 2029Filed Herewith
4.29Description of the Company's 3.950% Guaranteed Senior Note Due 2032Filed Herewith
4.30Form of 2.690% Guaranteed Senior Note Due 2031 (incorporated by reference to Exhibit 4.3 on Amcor plc's Current Report on Form 8-K filed on May 25, 2021).Incorporated by Reference
4.31Form of 4.000% Guaranteed Senior Note due 2025 (incorporated by reference to Exhibit 4.3 on Amcor plc's Current Report on Form 8-K filed on May 17, 2022).Incorporated by Reference
4.32Form of 5.450% Guaranteed Senior Note due 2029 (incorporated by reference to Exhibit 4.3 to Amcor plc’s Current Report on Form 8-K filed on May 23, 2024).Incorporated by Reference
4.33Form of 3.950% Guaranteed Senior Note due 2032 (incorporated by reference to Exhibit 4.3 to Amcor plc’s Current Report on Form 8-K filed on May 29, 2024).Incorporated by Reference
4.34First Supplemental Indenture, dated as of June 30, 2022, among Amcor Finance (USA), Inc., Amcor Flexibles North America, Inc. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.7 on Amcor plc's Current Report on Form 8-K filed on July 1, 2022).Incorporated by Reference
4.35Second Supplemental Indenture, dated as of June 30, 2022, among Amcor Finance (USA), Inc., Amcor Flexibles North America, Inc. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.6 on Amcor plc's Current Report on Form 8-K filed on July 1, 2022).Incorporated by Reference
10.1Amcor plc 2019 Omnibus Incentive Share Plan (incorporated by reference to Exhibit 99.1 to Amcor plc’s Registration Statement on Form S-8 filed on July 22, 2019).*Incorporated by Reference
10.2Amcor Rigid Plastics Deferred Compensation Plan, as amended by that certain First Amendment, dated December 11, 2014, that certain Second Amendment, dated December 10, 2018 and that certain Third Amendment, dated December 16, 2019 (incorporated by reference to Exhibit 10.8 to Amcor plc's Form 10-K filed on August 27, 2020).*Incorporated by Reference
10.3Employment Agreement between Amcor Limited and Ronald Delia, dated as of January 21, 2015 (incorporated by reference to Exhibit 10.3 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).*Incorporated by Reference
10.4Employment Agreement between Amcor Limited and Michael Casamento, dated as of September 23, 2015 (incorporated by reference to Exhibit 10.4 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).*Incorporated by Reference
10.5Employment Agreement between Amcor Limited and Ian Wilson, dated as of May 22, 2014 (incorporated by reference to Exhibit 10.5 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).*Incorporated by Reference
10.6Employment Agreement between Amcor Limited and Peter Konieczny, dated as of September 17, 2009 (incorporated by reference to Exhibit 10.6 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).*Incorporated by Reference
10.7Employment Agreement between Amcor Limited and Eric Roegner, dated as of August 28, 2018 (incorporated by reference to Exhibit 10.7 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).*Incorporated by Reference
10.8Form of Deed of Appointment (incorporated by reference to Exhibit 10.8 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).*Incorporated by Reference
ExhibitDescriptionForm of Filing
10.9Supplement No. 1 to the Term Loan Agreement Guaranty, dated as of June 11, 2019, with Bemis and JPMorgan, as administrative agent (incorporated by reference to Exhibit 10.27 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019).Incorporated by Reference
10.10Employment Agreement between Amcor Limited and Michael Zacka, dated as of February 24, 2017 (incorporated by reference to Exhibit 10.24 to Amcor plc's Form 10-K filed on August 24, 2021).*Incorporated by Reference
10.11Three-Year Syndicated Facility Agreement, dated as of April 26, 2022, by and among, Amcor plc, Amcor Pty Ltd, Amcor Finance (USA), Inc., Amcor UK Finance plc and Amcor Flexibles North America, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and foreign administrative agent (incorporated herein by reference to Exhibit 10.1 to Amcor plc's Current Report on Form 8-K filed on April 28, 2022).Incorporated by Reference
10.12First Amendment to Three-Year Syndicated Facility Agreement, dated as of April 23, 2024, by and among Amcor plc, Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Pty Ltd, Amcor Flexibles North America, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and foreign administrative agent (incorporated herein by reference to Exhibit 10.1 of Amcor plc’s Form 8-K filed on April 25, 2024)Incorporated by Reference
10.13Guarantee Agreement dated as of April 26, 2022 among Amcor plc, Amcor Pty Ltd, Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North America, Inc., the other guarantors from time to time party thereto an JPMorgan Chase Bank, N.A., as administrative agentFiled Herewith
10.14Guarantee Agreement dated as of April 26, 2022, among Amcor plc, Amcor Pty Ltd, Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North America, Inc., the other guarantors from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agentFiled Herewith
10.15Supplement No. 1 dated as of May 23, 2024 to the Guarantee Agreement dated as of April 26, 2022, among the Company, Amcor Pty Ltd, Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North America, Inc., the other guarantors from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agentFiled Herewith
10.16Supplement No. 1 dated as of May 23, 2024 to the Guarantee Agreement dated as of April 26, 2022, among Amcor plc, Amcor Pty Ltd, Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North America, Inc., the other guarantors from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agentFiled Herewith
10.17Five-Year Syndicated Facility Agreement, dated as of April 26, 2022, by and among, Amcor plc, Amcor Pty Ltd, Amcor Finance (USA), Inc., Amcor UK Finance plc and Amcor Flexibles North America, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and foreign administrative agent (incorporated herein by reference to Exhibit 10.2 to Amcor plc's Current Report on Form 8-K filed on April 28, 2022).Incorporated by Reference
10.18Transition and Release Agreement between Amcor plc and Ronald Delia, dated as of March 16, 2024 (incorporated by reference to Exhibit 10.1 to Amcor plc's Form 10-Q filed on May 1, 2024)*.Incorporated by Reference
10.19Interim CEO Letter Agreement between Amcor plc and Peter Konieczny, dated as of March 16, 2024 (incorporated by reference to Exhibit 10.2 to Amcor plc's Form 10-Q filed on May 1, 2024)*.Incorporated by Reference
19Insider Trading PolicyFiled Herewith
21Subsidiaries of Amcor plc.Filed Herewith
22Subsidiary Guarantors and Issuers of Guaranteed Securities.Filed Herewith
23Consent of PricewaterhouseCoopers AG as auditors for the financial statements of Amcor plc.Filed Herewith
31.1Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.Filed Herewith
31.2Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.Filed Herewith
ExhibitDescriptionForm of Filing
32Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002.Furnished Herewith
97Amcor plc Compensation Recovery PolicyFiled Herewith
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.Filed Electronically
101.SCHInline XBRL Taxonomy Extension Schema Document.Filed Electronically
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.Filed Electronically
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.Filed Electronically
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.Filed Electronically
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.Filed Electronically
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).Filed Electronically
  • This exhibit is a management contract or compensatory plan or arrangement.

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