Amcor (AMCR) 10-K risk factor changes: FY2025 vs FY2024

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

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

Expanding Our Current Business — We may be unable to expand our current business effectively through organic growth, [removed: including product innovation,] 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 innovation (including [removed: to address] [added: addressing] changes in the industry or regulatory environments) and expansion through investments and acquisitions.

[removed: Additionally, we] [added: We] have pursued growth through acquisitions, [added: including our recent combination with Berry,] and there can be no assurance that we will be able to identify suitable acquisition targets in the right geographic regions and with the right participation strategy in the future, or to complete such acquisitions on acceptable terms or at all.

Recent global economic challenges, including the conflict between Russia and Ukraine, the Middle East conflict, [removed: increasing] tensions between China and Taiwan, and relatively high inflation and interest [removed: rates,] [added: rates in certain regions,] may continue to put pressure on our business.

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

In fiscal year [removed: 2024,] [added: 2025,] approximately [removed: 73%] [added: 75%] of our sales revenue came from developed markets and [removed: 27%] [added: 25%] came from emerging markets.

Continued escalation of geopolitical tensions, including the conflict in the Middle East and tensions between China and Taiwan, could result in the loss of property, supply chain disruptions, significant inflationary pressure on raw material prices and other resources (such as energy and natural gas), fluctuations in our customers’ buying patterns given regional shortages of food ingredients and other factors, [added: enhanced risks to our global technology infrastructure (such as through cyberattack or ransomware attack), exposure to foreign currency fluctuations,] credit and capital market disruption which could impact our ability to obtain financing, increase [removed: in] interest rates, and adverse foreign exchange impacts.

Failure to do so could result in [added: a] breach by our employees of various laws and regulations, including those relating to money laundering, corruption, export control, fraud, bribery, insider trading, antitrust, competition, and economic sanctions, whether due to a lack of integrity or awareness or otherwise.

[removed: Additionally, changes in] [added: Changes in, and uncertainty with respect to,] international trade policies in the [added: United States or other] countries in which we operate could materially impact the cost and supply of raw materials as duties are assessed on raw materials used in our production process [removed: and] [added: or on items in our other spend categories, including] the [removed: global supply] [added: procurement] of [removed: key raw materials is disrupted.][added: production equipment.]

If a counterparty becomes insolvent or is otherwise unable to meet its obligations in connection with a particular project, we may need to find a [added: replacement to fulfill that party’s obligations or, alternatively, fulfill those obligations ourselves, which may be more expensive.]

Attracting, [removed: Motivating,] [added: Developing,] and Retaining [removed: Skilled Workforce and Managing Key Transitions] [added: Talent] — If we are unable to attract, [removed: motivate,] [added: develop,] and retain our global executive management team and our other skilled workforce, [removed: and manage key transitions,] we may be adversely affected.

[removed: Approximately 43%] [added: As] of [added: June 30, 2025, approximately 37% of] our employees [removed: are] [added: were] covered by collective bargaining agreements.

[removed: We] [added: Although we have not experienced significant labor disruptions in recent years, we have encountered isolated work stoppages and] may [removed: experience] [added: face] labor disputes in the future, including protests [removed: and] [added: or] strikes, which could disrupt our [removed: business] operations and [removed: have an adverse effect on] [added: negatively impact] our [removed: business and results of operations.][added: financial performance.]

Physical Impacts of Climate Change [removed: -] [added: —] Our business is subject to physical risks related to climate change which could negatively impact our business operations and financial results.

Such events may have a physical impact on our facilities, [added: information technology centers,] workforce, inventory, suppliers, and equipment and any unplanned downtime [removed: at any of our facilities] could result in unabsorbed costs that could negatively impact [added: our business and results of operations.]

For example, agricultural supply chains could be impacted by increased levels of drought or flooding and customers in coastal regions could be impacted [removed: by frequent flooding.]

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

However, our safeguards may not always be able to prevent a cyber-attack from impacting our systems and we may not be able to successfully and timely execute our business recovery [removed: protocol,] [added: protocol or successfully integrate Berry into our cybersecurity risk programs,] which could have a material impact on our business, financial condition, results of operations, or cash flows.

In addition, our information systems rely on internal information technology systems and third-party systems, including cloud solutions, which require different [removed: security measures.]

As with all information technology systems, our systems may be susceptible to damage, disruption, information loss, or shutdown due to a variety of factors including power outages, failures during the process of upgrading or replacing software, hardware failures, cyber-attacks (e.g., phishing, ransomware, computer viruses), natural disasters, telecommunications failures, user errors, unauthorized access, and malicious or accidental [added: destruction, or catastrophic events.]

Indebtedness and Credit Rating — [removed: A significant increase in our] [added: The combined company's] indebtedness [added: may limit its flexibility and increase its borrowing costs] or [added: result in] a downgrade in our credit [removed: rating] [added: rating, which] could reduce our operating flexibility, increase our borrowing costs, and negatively affect our financial condition and results of operations.

As of June 30, [removed: 2024, we] [added: 2025, the combined company] had [removed: $6.7] [added: $14.1] billion of debt outstanding, including borrowings of [removed: $1.4] [added: $1.70] billion under revolving credit facilities in an aggregate principal amount of [removed: $3.8] [added: $3.75] billion, and we are not restricted in incurring, and may incur, additional indebtedness in the future.

For example, a lender under [removed: the] [added: our] senior secured credit facilities may be unwilling or unable to fund a borrowing request, and we may not be able to replace such lender.

Credit rating agencies rate our debt securities [added: based] on many factors, including our financial results, their view of the general outlook for our industry, and their view of the general outlook for the global economy.

Actions taken by the rating agencies include maintaining, upgrading, or downgrading the current rating or assigning a negative [removed: outlook, as occurred in May 2024 when one rating agency lowered its] outlook [removed: from “stable” to “negative”,] for a possible future downgrade.

Our desire to maintain the Company's investment grade [added: credit] rating may also cause us to take certain actions designed to improve our cash flow, including [removed: sale] [added: sales] of assets, suspension or reduction of our dividend, or share buybacks, and reductions in capital expenditures and working capital.

As of June 30, [removed: 2024,] [added: 2025,] approximately [removed: 30%] [added: 17%] of our indebtedness was subject to variable interest rates.

[added: Any future increases in interest] rates could increase the costs of obtaining new debt and refinancing existing fixed rate debt as well as variable rate indebtedness, negatively impacting our business, financial condition, results of operations, or cash flow.

In addition, [removed: continued] increases in interest rates could reduce the attractiveness of [added: the] cash management programs we use, such as customer and supply chain finance programs, which could negatively impact our cash and working capital and increase our borrowings.

Refer to Note [removed: 13,] [added: 14,] "Debt," of the notes to consolidated financial statements for information about our variable rate borrowings.

Goodwill and Other Intangible Assets — [removed: A significant write-down] [added: As a result] of [added: the Merger, our] goodwill [removed: and/or] [added: and] other intangible assets [added: have increased significantly, and a significant impairment] would have a material adverse effect on our reported results of operations and financial position.

As of June 30, [removed: 2024,] [added: 2025, and after the Merger,] we had [removed: $6.7] [added: $18.7] billion of goodwill and other intangible assets.

Furthermore, if we make changes to our business strategy or if external conditions adversely affect our business operations, we could be required to record an impairment charge for goodwill and/or [added: other] intangible assets, which could have a material adverse effect on our business, financial condition, and results of operations.

If we fail to maintain the adequacy of our internal controls, [added: which includes integrating Berry into our control environment in fiscal year 2026,] we could be subject to regulatory scrutiny, civil or criminal penalties, or litigation.

Insurance — Our insurance policies, including our use of a captive insurance company, may not provide adequate protection against all of the [added: key operational] risks we face.

Additionally, we retain a portion of our insurable risk through [removed: a] [added: our] captive insurance [removed: company, Amcor Insurances Pte.][added: companies, located in Singapore and Guernsey.]

Our captive insurance [removed: company collects] [added: companies collect] annual premiums from our business groups and [removed: assumes] [added: assume] specific risks relating to various risk exposures, including property damage.

The captive insurance [removed: company] [added: companies] may be required to make payments for insurance claims that exceed the captive's reserves, which could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

Risks Relating to the Merger of Amcor and Berry

Successful Integration — The combined company may be unable to successfully integrate the businesses of Amcor and Berry in the expected time frame or at all.

The combination of two independent businesses is complex, costly, and time consuming, and we are devoting significant management time and resources to integrating the businesses and operations of the two companies.

Challenges involved in this integration include the following:

- combining the businesses of Amcor and Berry in a manner that permits the combined company to achieve the synergies, efficiencies, and growth opportunities anticipated to result from the Merger;

- retaining and integrating personnel;

- harmonizing each company's operating practices, employee development and compensation programs, internal controls and other policies, procedures, and processes;

- maintaining existing relationships with each company's customers, suppliers, and other partners and leveraging relationships with such third parties for the benefit of the combined company;

- addressing possible differences in business backgrounds, corporate cultures and management philosophies;

- consolidating each company's administrative and information technology infrastructure; and

- coordinating geographically dispersed organizations.

While we are making progress with our integration since the close of the transaction on April 30, 2025, there can be no assurances that we will be able to successfully integrate Berry's business into the combined company within the anticipated time frame, or at all, and the benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected.

If key employees terminate their employment the combined company may have to incur significant costs in identifying, hiring, training, and retaining replacements for departing employees and may lose significant expertise and talent.

In addition, if we are unable to retain personnel, including key management, who are critical to the future operations of the companies, we could face disruptions in our business.

It is also possible that the integration process could result in our inability to maintain relationships with customers, suppliers, strategic partners and other business relationships, the disruption of our ongoing business, inconsistencies in standards, controls, policies and procedures, unexpected integration issues, and higher than expected integration costs.

Substantial Merger Costs — We have incurred, and expect to continue to incur, substantial costs as a result of the Merger.

We have incurred a substantial amount of non-recurring costs associated with negotiating and completing the Merger, combining the operations of the two companies and working to achieve synergies, including financial, legal, accounting and consulting advisory fees, employee retention, severance and benefit costs, public relations, proxy solicitation and filing fees, and printing and mailing costs.

The combined company will continue to incur restructuring and integration costs in connection with the Merger.

There are processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the Merger and the integration of Berry's business into the combined company.

The elimination of duplicative costs, strategic benefits and additional income, as well as any realization of other efficiencies related to the integration of the businesses, may not offset transaction and integration costs in the near term or at all.

While we have assumed that certain expenses would be incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement, there are many factors beyond our control that could affect the total amount or the timing of such expenses.

Inability to Realize Merger Benefits — The combined company may be unable to realize the anticipated benefits of the Merger.

The combined company's ability to realize the anticipated benefits of the Merger in the time frame anticipated, or at all, is subject to a number of assumptions, which may or may not prove to be accurate, and other factors, many of which are beyond our control.

Difficulties in successfully integrating the two businesses and managing the expanded operations of the combined company could result in increased costs, decreased revenue and the diversion of management's time, any of which could have a material adverse effect on the business, results of operation and financial condition of the combined company.

Even if the two businesses are integrated successfully, the combined company may not fully realize the anticipated benefits of the Merger, including the anticipated cost savings, synergies and other efficiencies, that are currently expected.

Moreover, some of the anticipated benefits are not expected to occur for a period of time following the consummation of the Merger and may involve unanticipated costs in order to be fully realized.

If the combined company is not able to achieve these objectives and realize the anticipated benefits expected from the Merger within the anticipated time frame or at all, its business, results of operations and financial condition could be adversely affected, and the market price of Amcor ordinary shares could be negatively impacted.

Merger Related Tax Liabilities — Additional tax liabilities could have a material impact on our financial condition, results of operations, and/or liquidity.

We operate in a number of jurisdictions and will accordingly be subject to tax in several jurisdictions.

The tax rules to which our entities are subject are complex and Amcor and its current and future subsidiaries will be required to make judgments (including certain judgments based on external advice) as to the interpretation and application of these rules, both as to the Merger and as to the operations of Amcor and Berry, and our current and future subsidiaries.

The interpretation and application of these laws could be challenged by relevant governmental authorities, which could result in administrative or judicial procedures, actions or sanctions, the ultimate outcome of which could adversely affect us.

We are currently subject to ongoing routine tax inquiries, investigations, and/or audits in various jurisdictions and the tax affairs of Amcor and Berry, and our current and future subsidiaries will in the ordinary course be reviewed by tax authorities, who may disagree with certain positions taken and assess additional taxes.

We will regularly assess the likely outcomes of such tax inquiries, investigations or audits in order to determine the appropriateness of our tax provisions.

However, there can be no assurance that we will accurately predict the outcomes of these inquiries, investigations or audits and the actual outcomes of these inquiries, investigations or audits could have a material impact on our financial results.

We have implemented safeguards, training and policies to discourage these

practices by our employees and agents.

Our ability to execute our strategy and deliver long-term value depends on our success in attracting, developing, and retaining a skilled and engaged workforce, including our global executive management and operational teams.

Following our recent combination with Berry, we are navigating a significant transformation of our business and culture.

While the integration provides opportunities to scale talent strategies and enhance organizational capability, it also introduces complexity in aligning legacy systems, practices, and leadership structures.

Challenges in managing this transition or retaining critical talent could adversely impact execution of our business plans and overall performance.

The loss of business from our larger customers, or the renewal of business on less favorable terms, may have a significant impact on our operating results.

We also may face challenges in integrating acquisitions with our existing operations.

These challenges could include difficulties in integrating or consolidating business processes and systems, as well as challenges in integrating business cultures, which may result in synergies from acquisitions not being fully realized or taking longer to realize than expected or incurring additional costs to do so.

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.

For example, during the first half of fiscal year 2024, our net sales were impacted by volume declines primarily attributed to destocking and lower consumer demand.

For example, in fiscal year 2024, the U.S. government assessed retroactive duties on a small number of our aluminum imports into the U.S. where it was determined that the rollstock originated from China.

The introduction of new duties, tariffs, quotas, or other similar trade restrictions may have a negative impact on our business, financial condition, results of operations, or cash flows.

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 which continued in the first half of fiscal year 2024.

replacement to fulfill that party’s obligations or, alternatively, fulfill those obligations ourselves, which may be more expensive.

Our continued success depends on our ability to identify, attract, motivate, develop, and retain skilled and diverse personnel in our global executive management team and our operations.

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

In March 2024, we announced the retirement of our Chief Executive Officer Ron Delia and the appointment of Peter Konieczny as our Interim Chief Executive Officer.

Our Board of Directors has launched a search process for a permanent Chief Executive Officer.

Any failure to successfully transition key roles could impact our ability to execute on our strategic plans, make it difficult to meet our performance objectives, and be disruptive to our business.

In addition, there is no assurance that our Board of Directors will be successful in finding a permanent Chief Executive Officer in a timely manner which may create additional uncertainty among our employees, customers, suppliers, lenders, and investors, and which could negatively impact our business, financial condition, results of operations, cash flows, and share price.

We are also impacted by regional labor shortages, inflationary pressures on wages, a competitive labor market, changing demographics, and changing work-life balance expectations.

While we have been successful to date in responding to regional labor shortages and maintaining plans for continuity of succession, there can be no assurance that we will be able to manage future labor shortages or recruit, develop, assimilate, motivate, and retain employees in the future who actively promote and meet the standards of our culture.

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.

Renewal of collective bargaining agreements could also result in higher wages or benefits paid.

Although we consider our relations with our employees to be good, we may be unable to maintain a satisfactory working relationship with our employees in the future.

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

our results of operations.

destruction, or catastrophic events.

While we have not experienced a significant financial impact from the negative outlook assigned by one credit rating agency, there is no assurance it will not have a significant impact in the future.

In order to dampen inflation, central banks around the world, including the U.S. Federal Reserve and the European Central Bank, have continued to maintain higher interest rates in fiscal year 2024 and this directly impacted and will continue to impact the amount of interest we pay on our variable rate obligations.

Furthermore, sustained or continued increases in interest

For example, in December 2023, Argentina's government devalued the Argentine peso relative to the U.S. dollar by approximately 55% following the election of a new President which adversely impacted the results and operations of our businesses in Argentina.

Ltd., which is located in Singapore.

licenses on reasonable terms or at all.

packaging materials.

In addition, we may be adversely impacted by certain tax policy efforts, including any tax law

*The following is a discussion and analysis of changes in the results of operations for fiscal year [removed: 2024] [added: 2025] compared to fiscal year [removed: 2023.][added: 2024.]

A discussion and analysis regarding our results of operations for fiscal year [removed: 2023,] [added: 2024,] compared to fiscal year [removed: 2022] [added: 2023] that are not included in this Annual Report on Form 10-K can be found in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2023,] [added: 2024,] filed with the SEC on August [removed: 17, 2023] [added: 16, 2024] and incorporated by reference.*

| [removed: (in] [added: ($ in] millions) | | | | | | [removed: 2024] [added: 2025] | | | | | | [added: 2024] | | | | | | 2023 | | | [removed: | | | | | |]

| Net sales | | | | | | $ | [removed: 13,640] [added: 15,009] | | | | | 100.0 | | % | | | | $ | [removed: 14,694] [added: 13,640] | | | | | 100.0 | | % |

| Cost of sales | | | | | | [removed: (10,928)] [added: (12,175)] | | | | | | [removed: (80.1)] [added: (81.1)] | | [added: %] | | | | [removed: (11,969)] [added: (10,928)] | | | | | | [removed: (81.5)] [added: (80.1)] | | [added: %] |

| Gross profit | | | | | | [removed: 2,712] [added: 2,834] | | | | | | [removed: 19.9] [added: 18.9] | | [added: %] | | | | [removed: 2,725] [added: 2,712] | | | | | | [removed: 18.5] [added: 19.9] | | [added: %] |

| Selling, general, and administrative expenses | | | | | | [removed: (1,260)] [added: (1,205)] | | | | | | [removed: (9.2)] [added: (8.0)] | | [added: %] | | | | [removed: (1,246)] [added: (1,093)] | | | | | | [removed: (8.5)] [added: (8.0)] | | [added: %] |

| Research and development expenses | | | | | | [removed: (106)] [added: (120)] | | | | | | (0.8) | | [added: %] | | | | [removed: (101)] [added: (106)] | | | | | | [removed: (0.7)] [added: (0.8)] | | [added: %] |

| [removed: Restructuring, impairment,] [added: Add/(Less): Restructuring] and other related activities, net [removed: | | | | | | (97)] [added: (5)] | | | | | | [removed: (0.7)] [added: 64] | | | | | | [removed: 104] [added: 97] | | | | | | [removed: 0.7] [added: (90)] | | |

| Other income/(expenses), net | | | | | | [removed: (35)] [added: 53] | | | | | | [removed: (0.3)] [added: 0.4] | | [added: %] | | | | [removed: 26] [added: (35)] | | | | | | [removed: 0.2] [added: (0.3)] | | [added: %] |

| Operating income | | | | | | [removed: 1,214] [added: 1,009] | | | | | | [removed: 8.9] [added: 6.7] | | [added: %] | | | | [removed: 1,508] [added: 1,214] | | | | | | [removed: 10.3] [added: 8.9] | | [added: %] |

| Interest income | | | | | | [removed: 38] [added: 49] | | | | | | 0.3 | | [added: %] | | | | [removed: 31] [added: 38] | | | | | | [removed: 0.2] [added: 0.3] | | [added: %] |

| Interest expense | | | | | | [removed: (348)] [added: (396)] | | | | | | (2.6) | | [added: %] | | | | [removed: (290)] [added: (348)] | | | | | | [removed: (2.0)] [added: (2.6)] | | [added: %] |

| Other non-operating [removed: income,] [added: income/(expenses),] net | | | | | | [removed: 3] [added: (12)] | | | | | | [removed: —] [added: (0.1)] | | [added: %] | | | | [removed: 2] [added: 3] | | | | | | — | | [added: %] |

| Income before income taxes and equity in [removed: loss] [added: income/(loss)] of affiliated companies | | | | | | [removed: 907] [added: 650] | | | | | | [removed: 6.6] [added: 4.3] | | [added: %] | | | | [removed: 1,251] [added: 907] | | | | | | [removed: 8.5] [added: 6.6] | | [added: %] |

| Income tax expense | | | | | | [removed: (163)] [added: (135)] | | | | | | [removed: (1.2)] [added: (0.9)] | | [added: %] | | | | [removed: (193)] [added: (163)] | | | | | | [removed: (1.3)] [added: (1.2)] | | [added: %] |

| Equity in [removed: loss] [added: income/(loss)] of affiliated companies, net of tax | | | | | | [removed: (4)] [added: 3] | | | | | | — | | [added: %] | | | | [removed: —] [added: (4)] | | | | | | — | | [added: %] |

| [removed: Net income | | | | | | $] [added: Net income] | [removed: 740] | | | | | [removed: 5.4] [added: 518] | | [removed: %] | | | | [removed: $] [added: 740] | [removed: 1,058] | | | | | [removed: 7.2] [added: 1,058] | | [removed: %] |

| Net income attributable to non-controlling interests | | | | | | [removed: (10)] [added: (7)] | | | | | | [removed: (0.1)] [added: —] | | [added: %] | | | | (10) | | | | | | (0.1) | | [added: %] |

| Net income attributable to Amcor plc | | | | | | $ | [removed: 730] [added: 511] | | | | | [removed: 5.4] [added: 3.4] | | % | | | | $ | [removed: 1,048] [added: 730] | | | | | [removed: 7.1] [added: 5.4] | | % |

Amcor is [removed: a] [added: the] global leader in developing and producing responsible [added: consumer] packaging [added: and dispensing] solutions across a variety of materials for [removed: food, beverage, pharmaceutical, medical, home and personal-care,] [added: nutrition, health, beauty] and [removed: other products.][added: wellness categories.]

[removed: In] [added: Supported by a commitment to safety, in] fiscal year [removed: 2024, 41,000] [added: 2025, 77,000] Amcor people generated [removed: $13.6] [added: $15.0] billion in annual sales from operations that span [removed: 212] [added: over 400] locations in [added: more than] 40 countries.

[removed: While we continue to be impacted by] [added: Market dynamics remain challenging with] softer consumer demand and customer order volatility in certain markets, and higher [removed: inflation] [added: costs] in certain areas, [removed: such as] [added: including] labor costs, [removed: we have flexed our cost base to adjust to market conditions.][added: during fiscal year 2025.]

The underlying causes for the market volatility [added: being] experienced can be attributed to a variety of factors, such as geopolitical tension and conflicts, [removed: higher] [added: volatility and changes in U.S. domestic and global tariff frameworks and] inflation in many economies impacting consumption and consumer [removed: demand, and customer destocking following a period of supply chain constraints.][added: demand.]

In this context, we have remained focused on taking price and cost actions to offset [removed: inflation,] [added: inflation and] aligning our cost base with market [removed: dynamics, and managing working capital.]

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

To date, the [added: Berry] Plan has resulted in approximately [removed: $70] [added: $25] million of [removed: net] [added: restructuring and integration related] cash outflows.

For further information, refer to Note [removed: 4,] [added: 5,] "Restructuring, [removed: Impairment,] [added: Transaction,] and [removed: Other Related Activities,] [added: Integration Expenses,] Net," and Note 6, "Restructuring" of "Part II, Item 8, Notes to Consolidated Financial Statements."

Following the governmental election in the second quarter of fiscal year 2024, Argentina devalued the Argentine Peso by approximately 55% against the U.S. [removed: dollar and the Argentine peso has since been relatively stable against the U.S.] dollar.

Highly inflationary accounting resulted in a negative impact of [removed: $53] [added: $16] million and [removed: $24] [added: $53] million in foreign currency transaction losses that were reflected in the consolidated statements of income for the fiscal years ended June 30, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] respectively.

Our operations in Argentina represented approximately 2% of our consolidated net sales and annual adjusted earnings before interest and tax in [removed: the last two] fiscal [removed: years.][added: year 2025.]

| ($ in millions, except per share data) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Net sales | | | | | | $ | [removed: 13,640] [added: 15,009] | | | | | $ | [removed: 14,694] [added: 13,640] | |

| Operating income | | | | | | [removed: 1,214] [added: 1,009] | | | | | | [removed: 1,508] [added: 1,214] | | |

| Operating income as a percentage of net sales | | | | | | [removed: 8.9] [added: 6.7] | | % | | | | [removed: 10.3] [added: 8.9] | | % |

| Net income attributable to Amcor [removed: plc] [added: plc, as reported] | | | | | | $ | [added: 511 | | | | | $ |] 730 | | | | | $ | 1,048 | |

| Diluted Earnings Per Share | | | | | | $ | [removed: 0.505] [added: 0.320] | | | | | $ | [removed: 0.705] [added: 0.505] | |

Net sales [removed: decreased] [added: increased] by [removed: $1,054] [added: $540] million, or [removed: 7%,] [added: 5%,] in fiscal year [removed: 2024,] [added: 2025,] compared to fiscal year [removed: 2023.][added: 2024.]

Excluding the [removed: positive currency impacts] [added: increase] of [removed: $171 million,] [added: sales from] the [added: Merger of approximately 35%, the] negative impacts from [removed: the pass-through] [added: disposed operations] of [removed: lower raw material costs] [added: $100 million, the negative currency impacts] of [removed: $220] [added: $46] million, and the negative impact from the [removed: disposed Russian business] [added: pass-through] of [removed: $156] [added: lower raw material costs of $31] million, the remaining [removed: decrease] [added: variation] in net sales for fiscal year [removed: 2024] [added: 2025] was [removed: $849] [added: a decrease of $139] million, or [removed: 6%,] [added: 4%,] reflecting [removed: 5% lower sales] [added: unfavorable] volumes [added: of approximately 2%] and [removed: an] unfavorable price/mix [removed: impact] [added: benefits] of [removed: 1%.][added: approximately 2%.]

Net income attributable to Amcor plc decreased by [removed: $318] [added: $219] million, or 30%, in fiscal year [removed: 2024,] [added: 2025,] compared to fiscal year [removed: 2023.][added: 2024.]

| Amortization of acquired intangible assets | | | | | | (246) | | | | | | (1.6) | | % | | | | (167) | | | | | | (1.2) | | % |

| Restructuring, transaction and integration expenses, net | | | | | | (307) | | | | | | (2.0) | | % | | | | (97) | | | | | | (0.7) | | % |

| Net income | | | | | | $ | 518 | | | | | 3.5 | | % | | | | $ | 740 | | | | | 5.4 | | % |

Our global product innovation and sustainability expertise enables us to solve packaging challenges around the world every day, producing a range of flexible packaging, rigid packaging, cartons and closures that are more sustainable, functional and appealing for our customers and their consumers.

We are guided by our purpose of elevating customers, shaping lives and protecting the future.

Merger with Berry Global Group, Inc.

On November 19, 2024, the Company, Aurora Spirit, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Berry Global Group, Inc., a Delaware corporation (“Berry”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

The Merger Agreement provides for the merger of Merger Sub with and into Berry (the “Merger”), with Berry surviving the Merger as a wholly-owned subsidiary of Amcor.

On April 30, 2025, we completed the transactions called for by the Merger Agreement to obtain all of the ownership interest in Berry for purchase consideration of $10.4 billion, not including Berry debt assumed by Amcor of approximately $5.2 billion.

In connection with the closing of the Merger, we issued approximately 846 million ordinary shares to Berry shareholders, excluding shares for Berry vested share-based payment and cash settled awards at closing, and paid $2.2 billion in connection with the required extinguishment of certain Berry indebtedness using the proceeds from the cumulative issuance of $2.2 billion in long-term debt in March 2025.

Refer to Part II, Item 8 - Financial Statements, Note 4, "Acquisitions and Divestitures" and Note 14, "Debt" for further information.

Berry Plan

In connection with the Merger with Berry, the Company initiated restructuring and integration activities in the fourth quarter of fiscal year 2025 ("Berry Plan") aimed at integrating the combined organization.

As previously announced, the Company continues to target realizing approximately $530 million of pre-tax synergies driven by procurement, supply chain, and general and administrative savings, $60 million in annual financial synergies and $60 million in pre-tax earnings benefits from growth synergies by the end of fiscal year 2028.

The total Berry Plan pre-tax cash cost is estimated at $280 million, net, including restructuring activities and general integration expenses.

The Berry Plan is expected to be completed by the end of fiscal year 2028.

The Company incurred $14 million in restructuring activities in the fourth quarter of fiscal year 2025 associated with the Berry Plan related to employee expenses in the Global Flexible Packaging Solutions segment.

The Company also incurred $33 million in integration activities in fiscal year 2025 in both the Global Flexible Packaging Solutions segment and the Global Rigid Packaging Solutions segment and Corporate.

Despite these hurdles, we have benefited from overall sales volume growth of approximately 1% during fiscal year 2025 compared to the prior fiscal year, with sales volumes in North America generally softening sequentially in the second half of fiscal year 2025.

Rapid changes in U.S. trade policies, including the announcement of wide-spread tariff increases which were paused and then re-announced, amid persistent inflation in the U.S., has resulted in lower consumer demand across many categories.

Recent finalization of U.S. trade agreements with certain trading partners, including the United Kingdom and the European Union, helps to reduce trade tensions, but the overall impact of these agreements remains uncertain as many details still need to be negotiated.

While we generally manufacture our products in the local markets where they are sold, the volatility in tariffs may negatively impact customer and consumer demand, disrupt our supply chains, and increase inflation, raising our costs.

dynamics and expect to continue to do so.

There is no assurance that we will meet our performance expectations or that ongoing geopolitical tensions, including disruptions related to tariffs and other factors, will not negatively impact our financial results.

The expenditures associated with the Plan were completed as of June 30, 2025, with Plan cash and non-cash net expenses of $225 million, of which $104 million related to employee related expenses, $33 million to fixed asset related expenses (net of gains on disposals), $57 million to other restructuring expenses, and $31 million to restructuring related expenses.

The Plan has resulted in $114 million of cumulative net cash outflows to date, with total net cash expenditures of $28 million remaining.

The increase in net cash spend over the original Plan is primarily the result of a pause in asset sales included in the Plan given the Merger with Berry.

In April 2025, the Argentine government lifted its capital controls over the Argentine peso and implemented a currency band within which the government will allow the Argentine peso to trade against the U.S. dollar and enables the Central Bank of Argentina to increase its reserves.

The measures taken in April 2025 resulted in a devaluation of approximately 10%.

This is mainly due to increased restructuring, transaction and integration expenses of $210 million associated with the Merger, higher selling, general, and administrative expenses of $112 million primarily due to the Merger, increase in amortization of acquired intangible assets of $79 million due to the Merger, increased interest expense of $48 million due primarily to Merger related financing and assumed debt, partially offset by the increase of gross profit of $122 million, other income/(expenses), net of $88 million, and a decrease in income tax expense of $28 million.

Global Flexible Packaging Solutions Segment

Excluding the increase of sales from the Merger of approximately 4%, the positive impacts from the pass-through of higher raw material costs of $110 million, the negative currency impacts of $54 million, and the negative impacts from disposed operations of $26 million, the remaining increase in net sales for fiscal year 2025 was $74 million or 1%, reflecting favorable sales volumes of approximately 2% with growth delivered across all key regions, partially offset by unfavorable price/mix impact of approximately 1% primarily due to lower volumes in high value healthcare categories in the first half of the year.

Gross profit as a percentage of sales decreased to 18.9% for fiscal year 2025, driven primarily by the amortization of the Merger related inventory step-up in acquired inventory of $133 million in the fourth quarter of fiscal year 2025.

| SG&A expenses | | | | | | $ | (1,205) | | | | | $ | (1,093) | |

SG&A expenses increased by $112 million, or 10%, in fiscal year 2025, compared to fiscal year 2024.

The increase was primarily driven by the inclusion of two months of Berry SG&A in fiscal year 2025.

Consolidated Amortization of Acquired Intangible Assets

| Amortization of acquired intangible assets | | | | | | $ | (246) | | | | | $ | (167) | |

| Amortization of acquired intangible assets as a percentage of net sales | | | | | | (1.6) | | % | | | | (1.2) | | % |

Amortization of acquired intangible assets increased by $79 million, or 47%, in fiscal year 2025, compared to fiscal year 2024.

We work with leading companies around the world to protect products, differentiate brands, and improve supply chains.

We offer a range of innovative, differentiating flexible and rigid packaging, specialty cartons, closures and services.

We are focused on making packaging that is increasingly recyclable, reusable, lighter weight, and made using an increasing amount of recycled content.

After experiencing more challenging market conditions in calendar year 2023 which impacted both fiscal year 2023 and fiscal year 2024 with softer consumer and customer demand and increased destocking, customer volume trajectory sequentially improved in the second half of fiscal year 2024 with a return to volume growth in the fourth quarter of fiscal year 2024.

The improvement in the second half of fiscal year 2024 is attributed primarily to the abatement of destocking across many end markets and higher customer demand in parts of our business.

Higher inflation, especially in Europe and the United States over the last two fiscal years, has led central banks to rapidly raise interest rates to dampen inflation which has resulted in higher interest expense on our variable rate debt, particularly on U.S. dollar and Euro denominated debt.

We expect total Plan cash and non-cash net expenses to total approximately $220 million, of which approximately $130 million is expected to result in net cash expenditures.

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

From the initiation of the Plan through June 30, 2024, we have incurred $82 million in employee related expenses, $31 million in fixed asset related expenses, $47 million in other restructuring expenses, and $21 million in restructuring related expenses.

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.

This is mainly due to the non-recurrence of the pre-tax net gain of $215 million on disposal of the Russian business in fiscal year 2023, a decrease in other income/(expenses), net of $61 million, primarily from the adverse impact on monetary balances from highly inflationary accounting in Argentina, and higher net interest expense of $51 million, offset by a decrease in income tax expense of $30 million.

Flexibles Segment

Excluding the positive currency impacts of $141 million, the negative impacts from the pass-through of lower raw material costs of approximately $180 million, and the negative impact from the disposed Russian business of $156 million, the remaining variation in net sales for fiscal year 2024 was a decrease of approximately $625 million, or 6%.

This stems from unfavorable sales volumes of 4%, mainly reflecting lower market and customer demand and destocking most notably within the first half of the year, and unfavorable price/mix impact of 2%.

Gross profit as a percentage of sales increased to 19.9% for fiscal year 2024, driven by an improvement in operating cost performance.

| SG&A expenses | | | | | | $ | (1,260) | | | | | $ | (1,246) | |

The increase was primarily driven by the unfavorable impact of foreign currency translation of $15 million.

Consolidated Restructuring, Impairment and Other Related Activities, Net

| Restructuring, impairment, and other related activities, net | | | | | | $ | (97) | | | | | $ | 104 | |

Restructuring, impairment, and other related activities, net changed by $201 million, or 193%, in fiscal year 2024, compared to fiscal year 2023.

Other income/(expenses), net changed by $61 million, in fiscal year 2024, compared to fiscal year 2023, primarily from the $53 million adverse impact on monetary balances from highly inflationary accounting in Argentina.

Interest expense increased by $58 million, or 20%, in fiscal year 2024, compared to fiscal year 2023, primarily driven by increased interest rates on U.S. dollar and Euro denominated variable rate debt.

| Net income | | | | | | 740 | | | | | | 1,058 | | | | | | 815 | | |

| Add: 2018/2019 Restructuring programs (1) | | | | | | — | | | | | | — | | | | | | 37 | | |

| Add: Net loss on disposals (4) | | | | | | — | | | | | | — | | | | | | 10 | | |

| Add/(Less): Restructuring and other related activities, net (6) | | | | | | 97 | | | | | | (90) | | | | | | 200 | | |

(1)2018/2019 Restructuring programs include restructuring and related expenses for the 2019 Bemis Integration Plan for fiscal year 2022.

(4)Net loss on disposals, excluding the disposal of our Russian business, includes an expense of $10 million from the disposal of non-core assets in fiscal year 2022.

Fiscal year 2022 includes business losses primarily associated with the destruction of our Durban, South Africa facility during general civil unrest in July 2021, net of insurance recovery.

Fiscal year 2023 includes a pre-tax net gain on the sale of our Russian business of $215 million, incremental costs of $18 million, and restructuring and related expenses of $107 million incurred in connection with the conflict.

Fiscal year 2022 includes $138 million of impairment charges, $57 million of restructuring and related expenses, and $5 million of other expenses.

Fiscal year 2022 includes costs associated with the Bemis transaction and pension settlement expenses of $8 million.

The six notes issued by Amcor Flexibles North America, Inc. are guaranteed by its parent entity, Amcor plc, and the subsidiary guarantors Amcor Pty Ltd, Amcor Finance (USA), Inc., Amcor Group Finance plc, and Amcor UK Finance plc.

The two notes issued by Amcor UK Finance plc are guaranteed by its parent entity, Amcor plc, and the subsidiary guarantors Amcor Pty Ltd, Amcor Flexibles North America, Inc., Amcor Finance (USA), Inc., and Amcor Group Finance plc.

The note issued by Amcor Finance (USA), Inc. is guaranteed by its ultimate parent entity, Amcor plc, and the subsidiary guarantors Amcor Pty Ltd, Amcor Flexibles North America, Inc., Amcor Group Finance plc, and Amcor UK Finance plc.

The note issued by Amcor Group Finance plc is guaranteed by its ultimate parent entity, Amcor plc, and the subsidiary guarantors Amcor Pty Ltd, Amcor Finance (USA), Inc., Amcor Flexibles North America, Inc., and Amcor UK Finance plc.

Set forth below is the summarized financial information of the combined Obligor Group made up of Amcor plc (as parent guarantor), Amcor Flexibles North America, Inc., Amcor UK Finance plc, Amcor Group Finance plc, and Amcor Finance (USA), Inc. (as subsidiary issuers of the notes and guarantors of each other’s notes), and Amcor Pty Ltd (as the remaining subsidiary guarantor).

| | | | | | | | | |

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

There have been no material changes in the risks described below, other than increased inflation and market volatility attributed to a variety of factors, including the Russia-Ukraine conflict, in [added: the last three] fiscal [removed: years 2024 and 2023.][added: years.]

A hypothetical but reasonably possible increase of 1% in the floating rate on the relevant interest rate yield curve applicable to both derivative and non-derivative instruments denominated in U.S. dollars and Euros, the currencies with the largest interest rate sensitivity, outstanding as of June 30, [removed: 2024,] [added: 2025,] would have resulted in an adverse impact on income before income taxes and equity in [removed: loss] [added: income/(loss)] of affiliated companies of [removed: $28] [added: $24] million expense for the fiscal year ended June 30, [removed: 2024.][added: 2025.]

For the year ended June 30, [removed: 2024,] [added: 2025,] a hypothetical but reasonably possible adverse change of 1% in the underlying average foreign currency exchange rate for the Euro would have resulted in an adverse impact on our net sales of [removed: $22] [added: $26] million.

As of June 30, [removed: 2024,] [added: 2025,] a hypothetical but reasonably possible 10% devaluation of the Argentine peso against the U.S. dollar would have resulted in an adverse impact on our Argentine peso monetary assets of approximately [removed: $5] [added: $6] million.

Our operations in Argentina represented approximately 2% of our consolidated net sales and annual adjusted earnings before interest and tax in [removed: the last two] fiscal [removed: years.][added: year 2025.]

During [added: both] fiscal years [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 51% [removed: and 52%] of our net sales, respectively, were effectively generated in U.S. dollar functional currency entities.

During fiscal year [removed: 2024] [added: 2025] and [removed: 2023, 16%] [added: 2024, 18%] and [removed: 18%,] [added: 16%,] respectively, of our net sales were generated in Euro functional currency entities with the remaining [removed: 33%] [added: 31%] and [removed: 30%] [added: 33%] 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 polymer resins and films, inks, solvents, adhesives, aluminum, [added: linerboard, paper,] and chemicals.

Changes in prices of our primary raw materials may result in a temporary or permanent reduction in income before income taxes and equity in [removed: loss] [added: income/(loss)] of affiliated companies depending on the level of recovery by material type.

A hypothetical but reasonably possible 1% increase on average prices for polymer resins and films, inks, solvents, adhesives, aluminum, [added: linerboard, paper] and chemicals, not passed on to the customer by way of a price adjustment, would have resulted in an increase in cost of sales and hence an adverse impact on income before income taxes and equity in [removed: loss] [added: income/(loss)] of affiliated companies of approximately [removed: $50] [added: $97] million for fiscal year [removed: 2024] [added: 2025] before any contractual pass-through to selling price.

As of June 30, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] we did not have a significant concentration of credit risk in relation to derivatives entered into in accordance with our hedging and risk management activities.

In April 2025, the Argentine government lifted its capital controls over the Argentine peso to trade against the U.S. dollar which enables the Central Bank of Argentina to increase its reserves.

The measures taken in April 2025 resulted in a devaluation of approximately 10% and have increased foreign exchange volatility while helping to reduce inflation in Argentina.

We are focused on reducing our foreign exchange risk in Argentina, including through utilization of new Argentine government programs to reduce our Argentine peso net assets.

Today, we are [removed: a] [added: the] global leader in developing and producing responsible [added: consumer] packaging [added: and dispensing] solutions across a variety of materials for [removed: food, beverage, pharmaceutical, medical, home and personal-care,] [added: nutrition, health, beauty] and [removed: other products.][added: wellness categories.]

Our global product innovation and sustainability expertise [removed: enable] [added: enables] us to solve packaging challenges around the world every day, producing a range of flexible packaging, rigid packaging, [removed: cartons,] [added: cartons] and [removed: closures,] [added: closures] that are more [removed: functional, appealing,] [added: sustainable, functional] and [removed: cost effective] [added: appealing] for our customers and their [removed: consumers and importantly, more sustainable for the environment.][added: consumers.]

We believe [removed: that] we are uniquely positioned to offer a variety of [added: multi format] packaging solutions with a wide, differentiated portfolio of [removed: products enabled by our constant innovation and close partnerships with our customers.][added: products.]

[removed: We] [added: With our global scale, deep industry experience, and strong capabilities, we believe we are uniquely positioned to lead the way in meeting our customers’ growing sustainability expectations and we] aspire to improve the quality of lives, protect ecosystems, and preserve natural resources for future [removed: generations by offering a unique range of responsible packaging solutions, leveraging our global scale, reach, and expertise to meet our customers’ growing sustainability expectations.][added: generations.]

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

[removed: Focused portfolio][added: Portfolio]

Through our [removed: portfolio of focused businesses] [added: focus on our customer, sustainability] and [removed: differentiated capabilities,] [added: innovation, and portfolio,] we generate strong cash flow and redeploy cash to consistently create superior value for shareholders.

[removed: Long-term value creation has been strong] and [removed: consistent and] has reflected a combination of dividends, organic growth in the base business, and using free cash flow to pursue targeted acquisitions and/or returning cash to shareholders via share buybacks.

In applying the criteria set forth in ASC 280, we have determined we have two reportable segments, [removed: Flexibles] [added: Global Flexible Packaging Solutions] and [added: Global] Rigid [removed: Packaging.][added: Packaging Solutions.]

The reportable segments produce flexible packaging, rigid packaging, specialty cartons, and [added: dispensing] closure products, which are sold to customers participating in a range of attractive end use areas throughout Europe, North America, Latin America, [added: Middle East,] Africa, and the Asia Pacific regions.

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

Our [removed: Flexibles] [added: Global Flexible Packaging Solutions] Segment develops and supplies flexible packaging globally.

With approximately [removed: 35,000] [added: 42,000] employees at [removed: 160 significant] [added: 210] manufacturing and support facilities in 36 countries as of June 30, [removed: 2024,] [added: 2025,] the [removed: Flexibles] [added: Global Flexible Packaging Solutions] Segment is one of the world's largest suppliers of polymer resin, aluminum, and fiber based flexible packaging.

In fiscal year [removed: 2024, Flexibles] [added: 2025, the Global Rigid Packaging Solutions] accounted for approximately [removed: 76%] [added: 28%] of consolidated net sales.

[removed: Rigid] [added: Global Rigid] Packaging [added: Solutions] Segment

Our [added: Global] Rigid Packaging [added: Solutions] Segment manufactures rigid packaging [removed: containers] [added: containers, closures, dispensing] and [added: pharma devices, and] related products [removed: in the Americas.][added: globally.]

As of June 30, [removed: 2024,] [added: 2025,] the [added: Global] Rigid Packaging [removed: Segment] [added: Solutions segment] employed approximately [removed: 5,000] [added: 34,000] employees at [removed: 52 significant] [added: 213] manufacturing and support facilities in [removed: 11] [added: 34] countries.

In fiscal year [removed: 2024, Rigid] [added: 2025, the Global Flexible] Packaging [added: Solutions segment] accounted for approximately [removed: 24%] [added: 72%] of consolidated net sales.

Competitors include [added: 3M,] AptarGroup, Inc., Ball Corporation, [removed: 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, [added: Sigma Plastics Group,] Silgan Holdings Inc., and Sonoco Products Company, and a variety of privately held companies.

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

- Raw Materials [removed: —] [added: -] Price fluctuations or shortages in the availability of raw materials, energy, and other inputs could adversely affect our [removed: business.”][added: business."]

We are the owner or licensee of more than [removed: a thousand] [added: 5,000] United States and other country patents and patent applications that relate to our products, manufacturing processes, and equipment.

We [added: also] have a number of trademarks and trademark registrations in the United States and in other countries.

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

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

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

Our responsible packaging solutions address [removed: both] how the product is made, [removed: as well as] [added: how the consumer interacts with it and] what happens after the consumer uses it, offering a wide variety of options to advance sustainability while meeting our customers’ specific packaging needs.

Innovation is central to Amcor’s approach to sustainability and we [added: expect to] spend approximately [removed: $100] [added: $180] million a year on research and development [removed: ("R&D"),] [added: ("R&D") after the Merger,] not including ongoing [removed: investment] [added: investments] in [removed: incremental] continuous improvements.

We are highly regarded for our innovation capabilities and have [removed: more than a thousand active] [added: over 7,000] patents, [added: registered designs and trademarks,] as well as a global network of Innovation Centers focused on bringing advanced packaging technologies and more sustainable material science to our markets around the world.

Drawing on our unrivaled heritage in design, science, and manufacturing, [removed: over a thousand] [added: approximately 1,500] Amcor R&D professionals [removed: and engineers] are constantly innovating across new materials, formats, functions, and [removed: technologies.][added: technologies to provide products with superior clarity, protection, design versatility, consumer safety, convenience, cost efficiency, barrier properties and environmental performance.]

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, [removed: including] [added: such as] increasing recycling and reuse and reducing our environmental impacts.

We [removed: also] partner with non-governmental organizations, promising startups, and cross-industry initiatives and [removed: bodies.][added: bodies, which enable us to learn, experience other perspectives, share our expertise, and expand our innovation.]

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

For more than a decade, our EnviroAction program has helped us significantly improve how we manage energy, greenhouse gas [removed: ("GHG")] [added: (GHG)] emissions, water, and waste in our manufacturing locations.

[removed: In January 2022, we] [added: We have] further increased our ambition by [removed: committing to set] [added: setting near-term and net zero] science-based targets to reduce GHG emissions and achieve net zero emissions by 2050.

[removed: We submitted our near-term science-based] [added: Our] targets [removed: in fiscal year 2023, and they] were validated by the Science Based Targets initiative in fiscal year 2024.

The [removed: new] [added: 2024] targets build on years of progress under our EnviroAction program.

[removed: To support our ongoing process toward achieving science-based targets, we have developed a] [added: Our] decarbonization [removed: strategy] [added: roadmap,] which [removed: focuses] [added: was released at the start of fiscal year 2025, outlines our strategy for continuing momentum by focusing] on five key GHG emission levers: renewable electricity, supply chain footprint reduction, recycled materials, product redesign, and operational efficiency.

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

Our business and operations of each of the reportable segments [removed: is] [added: are] subject to moderate seasonality with demand usually increasing towards the end of our fiscal year due to increased demand for beverage and food products in certain markets.

We are guided by our purpose of elevating customers, shaping lives and protecting the future.

Berry Global Group, Inc. Merger

On April 30, 2025, we completed our merger ("Merger") with Berry Global Group, Inc. ("Berry"), a global manufacturer of rigid and flexible packaging products, pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between Amcor, Aurora Spirit, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and Berry dated, November 19, 2024.

Under the terms of the Merger Agreement, Berry shareholders received 7.25 Amcor ordinary shares for each share of Berry common stock issued and outstanding.

Upon completion of the transaction, Berry shares were delisted from the New York Stock Exchange.

Our business strategy is focused on three elements: customers, sustainability and innovation, and portfolio.

Customer

We embrace a growth-oriented, customer-first mindset, leveraging our global scale and capabilities to deliver exceptional value.

We empower our teams with the tools, processes, and skills needed to operationalize growth, accelerate volume expansion, and sustain profitability.

Our goal is to position ourself as the partner of choice to solve sustainability challenges across multiple substrates by driving circularity and decarbonization.

We champion effective substrate solutions intended to eliminate waste, lower our carbon footprint, and increase recycling rates, advancing both environmental impact and portfolio value.

Amcor is the global leader in consumer packaging and dispensing solutions for nutrition, health, beauty and wellness categories.

We have leading positions in large, resilient and growing end markets where we have significant room for growth via disciplined organic growth and long-term strategic mergers and acquisitions which requires innovative and advanced solutions.

We aim to drive value through orienting our core portfolio toward faster-growing, higher-margin categories and leveraging our competitive advantages which includes global scale and breadth, innovation, material science, technical and innovation capabilities, and leadership.

We believe this strategy will help us achieve our vision to become the packaging partner of choice, known for sustainability, market leadership, delivering consistent levels of volume driven organic growth, and sustainable value aligned with Amcor’s "Shareholder Value Creation Model".

Long-term value creation has been strong and consistent

The strategic Merger with Berry is expected to significantly increase cash generation, enabling increased investment in organic growth, targeted acquisitions, and enhanced shareholder returns, driving long-term value creation.

Global Flexible Packaging Solutions Segment

Sustainability and Innovation

We believe this commitment is integral to our success and offers important and exciting opportunities for growth.

Amcor’s combination with Berry also brought several in-house recycling operations into our footprint, enabling us to drive impact on packaging circularity directly, as well as through our value chain collaborations.

Following our combination with Berry, we are in the process of re-baselining our science-based targets to reflect Amcor's updated footprint.

We plan to submit the updated targets to the Science Based Targets initiative for validation in early fiscal year 2026.

Our scale enables us to dedicate certain sales and marketing efforts to particular products or customers, when applicable, which supports us in developing expertise that we believe is valued by our customers.

- Legal and Compliance Risks."

At Amcor, effective human capital management is foundational to our ability to deliver long-term value.

As we continue our business transformation following the recent combination with Berry, we remain focused on building a purpose-driven, high-performing, and inclusive culture that supports innovation, operational excellence, and sustainable growth.

Our people are central to our success.

Our human capital strategy emphasizes leadership development, succession planning, employee engagement, and inclusion as key drivers of a strong and resilient workforce.

These efforts are designed to ensure alignment with Amcor’s broader strategic priorities and our company purpose: Together, we elevate customers, shape lives, and protect the future.

As of June 30, 2025, Amcor employed approximately 77,000 employees globally, including part-time and temporary workers.

The regional breakdown is approximately 38% in North America, 35% in Europe, Middle East, and Africa, 12% in Latin America, and 15% in the Asia Pacific region.

Approximately 37% of our workforce is covered by collective bargaining agreements.

We achieved a Total Recordable Incidence Rate ("TRIR") of 0.27 with 68% of sites injury-free for legacy Amcor during the fiscal year 2025, solidifying legacy Amcor's position as a safety leader in the packaging industry.

Our newly integrated legacy Berry operations achieved an improved TRIR of 0.57 during May and June 2025.

At Amcor, we are committed to attracting, developing, and retaining top talent as a key enabler of our business strategy.

Following our recent business combination with Berry, we continue to embed a scalable Human Resources (HR) strategy focused on growing people in parallel with our growth as a business.

Our HR Strategy is anchored in our Employer Value Proposition: "Possibility unpacked.

For you.

For the world." This reflects our commitment to creating meaningful development opportunities for our people while advancing Amcor’s long-term goals.

Differentiated, Responsible Packaging Solutions

Sustainability is comprehensively embedded across our business and is one of our most important and exciting opportunities for growth.

We have identified a clear path to meeting our sustainability ambitions and those of our customers by focusing on the three elements of responsible packaging – product innovation, consumer participation, and waste management infrastructure.

For more information, see "Sustainability and Innovation” in this section.

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

To fulfill our aspiration, we are determined to win for our customers, employees, shareholders, and the environment.

Our portfolio of businesses share certain important characteristics:

- A focus on primary packaging for fast-moving consumer goods and industrial applications,

- good industry structure,

- attractive relative growth, and

- multiple paths for us to win through our leadership position, scale, and ability to differentiate our product offering through innovation.

These criteria have led us to the focused portfolio of strong businesses we have today across: flexible and rigid packaging, specialty cartons, and closures.

Differentiated capabilities

"The Amcor Way" describes the capabilities deployed consistently across Amcor that enable us to get leverage across our portfolio: Talent, Commercial Excellence, Operational Leadership, Innovation, and Cash and Capital Discipline.

Our values of Safety, Integrity, Collaboration, Accountability, and Results and Outperformance guide our behavior, driving our winning aspiration to be THE leading global packaging company.

The nature of our consumer and healthcare end markets means that, over time, volatility should be relatively low, measured on a constant currency basis.

Flexibles Segment

We believe our commitment to responsible packaging is integral to our success.

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

With our

We also submitted our long-term net-zero science-based targets in fiscal year 2024 and expect they will be validated by the Science Based Targets Initiative in calendar year 2024.

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

- Risk Factors."

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

Our people are core to the achievement of our aspiration.

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

At Amcor, we are stronger because of the diverse strengths, styles, cultures, and experiences of our people.

We aim to create inclusive working environments to ensure each colleague feels valued, treated with respect, encouraged to speak, and empowered to be their best.

As of June 30, 2024, we had approximately 41,000 employees, including part-time and temporary workers, worldwide, with approximately 31% located in North America, 29% located in Europe, 21% located in Latin America, and 19% located in the Asia Pacific region.

Collective bargaining agreements cover approximately 43% of our workforce.

During fiscal year 2024, we reduced the number of injuries by 12% and 73% of our sites were injury-free.

Our Total Recordable Incident Rate ("TRIR") which is an annual rate of workplace injuries that we use to track our safety efforts, was 0.27 in fiscal year 2024, an improvement over fiscal year 2023 and reflecting a better performance than the industry average.

At Amcor, we are dedicated to attracting, developing, engaging, and retaining the best talent to deliver our 'Winning Aspiration' and ensure a strong succession pipeline for the future.

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

We recognize that we grow our business by developing our people and placing people at the center of what we do.

Our HR Strategy aims to create an exceptional employee experience through a range of ongoing initiatives focused on talent.

We continue to focus on attracting, developing, engaging, and retaining the best talent and strengthening the Company’s succession pipeline for the future.

Supported by our employment value proposition, we also undertake a variety of recruitment strategies to attract top talent.

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

We also have our Senior Leader Development program ("SLDP") focusing on developing strategic management skills and inclusive leadership.

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

For the fiscal year ended June 30, [removed: 2024][added: 2025]

[removed: ][added: ]

As of August [removed: 14, 2024,] [added: 13, 2025,] the Registrant had [removed: 1,445,343,212] [added: 2,305,359,941] 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: 2024] [added: 2025] 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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| | | | [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i17f0fd854ace44bd9bdc4f40c23b7a7c_73) 1358[)](#i17f0fd854ace44bd9bdc4f40c23b7a7c_73)] [added: ID](#i3f31da92aaa64792ba63179b3dbb3434_79) 1358[)](#i3f31da92aaa64792ba63179b3dbb3434_79)] | | | [removed: [47](#i17f0fd854ace44bd9bdc4f40c23b7a7c_73)] [added: [50](#i3f31da92aaa64792ba63179b3dbb3434_79)] | | |

| | | | [Consolidated Statements of [removed: Income](#i17f0fd854ace44bd9bdc4f40c23b7a7c_76)] [added: Income](#i3f31da92aaa64792ba63179b3dbb3434_82)] | | | [removed: [49](#i17f0fd854ace44bd9bdc4f40c23b7a7c_76)] [added: [52](#i3f31da92aaa64792ba63179b3dbb3434_82)] | | |

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Neither [removed: of] Amcor nor any of its respective directors, executive officers, or advisors, provide any representation, assurance, or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually [removed: occur.][added: occur or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Amcor.]

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

- an inability to attract, [removed: motivate,] [added: develop,] and retain our skilled workforce and manage key transitions;

- an inability of our insurance policies, including our use of a captive insurance company, to provide adequate protection against all of the [added: key operational] risks we face;

- changing environmental, health, and safety laws; [removed: and]

- changes in tax laws or changes in our geographic mix of [removed: earnings.][added: earnings; and]

The aggregate market value of the ordinary shares held by non-affiliates of the registrant, computed as of the close of the Merger with Berry Global Group, Inc. on April 30, 2025, was $21.1 billion.

| [Part I](#i3f31da92aaa64792ba63179b3dbb3434_13) | | | | | | | | |

| [Part II](#i3f31da92aaa64792ba63179b3dbb3434_37) | | | | | | | | |

| [Part III](#i3f31da92aaa64792ba63179b3dbb3434_184) | | | | | | | | |

| [Part IV](#i3f31da92aaa64792ba63179b3dbb3434_202) | | | | | | | | |

| | | | [Exhibit Index](#i3f31da92aaa64792ba63179b3dbb3434_205) | | | [121](#i3f31da92aaa64792ba63179b3dbb3434_205) | | |

| | | | [Signatures](#i3f31da92aaa64792ba63179b3dbb3434_211) | | | [129](#i3f31da92aaa64792ba63179b3dbb3434_211) | | |

Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on Amcor's business, including the ability to successfully realize the expected benefits of the merger of Amcor and Berry Global Group, Inc. Risks and uncertainties that could cause actual results to differ from expectations include, but are not limited to:

- risks arising from the integration of the Amcor and Berry Global Group, Inc. ("Berry") businesses as a result of the merger completed on April 30, 2025 (the "Transaction" or "Merger");

- risk of continued substantial and unexpected costs or expenses resulting from the Transaction;

- risk that the anticipated benefits of the Transaction may not be realized when expected or at all;

- risk that the Company's significant indebtedness may limit its flexibility and increase its borrowing costs;

- risk that the Merger-related tax liabilities could have a material impact on the Company's financial results;

- significant disruption at key manufacturing facility;

- changes in trade policy, including tariff and custom regulations or failure to comply with such regulations.

- Management’s Discussion and Analysis

Forward-looking statements included herein are made only as of the date hereof and Amcor does not undertake any obligation to update any forward-looking statements, or any other information in this communication, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent, except as expressly required by law.

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 $13.9 billion.

| [Part I](#i17f0fd854ace44bd9bdc4f40c23b7a7c_13) | | | | | | | | |

| [Part II](#i17f0fd854ace44bd9bdc4f40c23b7a7c_34) | | | | | | | | |

| [Part III](#i17f0fd854ace44bd9bdc4f40c23b7a7c_178) | | | | | | | | |

| [Part IV](#i17f0fd854ace44bd9bdc4f40c23b7a7c_196) | | | | | | | | |

| | | | [Exhibit Index](#i17f0fd854ace44bd9bdc4f40c23b7a7c_199) | | | [110](#i17f0fd854ace44bd9bdc4f40c23b7a7c_199) | | |

| | | | [Signatures](#i17f0fd854ace44bd9bdc4f40c23b7a7c_205) | | | [115](#i17f0fd854ace44bd9bdc4f40c23b7a7c_205) | | |

Risks and uncertainties that could cause actual results to differ from expectations include, but are not limited to:

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

Forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made.

Amcor assumes no obligation, and disclaims any obligation, to update the information contained in this report.

Our Chief Information Security Officer ("CISO") [removed: leads our global Security Operations Center and] has over 20 years of experience in cybersecurity, including serving in similar roles at other public companies.

Our CISO reports to our Vice President of Information Technology who has [removed: 28] [added: 29] years of experience in Manufacturing and Financial Services and has been leading our IT function for [removed: 14] [added: 15] years.

[removed: Our Security Operations Center] [added: The] team [removed: members have extensive experience in deploying and operating cybersecurity technologies which] is enhanced [removed: on an ongoing basis] through [added: ongoing] interactions with third party experts [removed: we employ] to help protect the Company from [added: the latest] cybersecurity threats.

Our recent merger with Berry presents an opportunity to enhance and unify our cybersecurity risk programs by integrating the strengths of both legacy cybersecurity organizations.

As part of this integration, we are conducting a comprehensive cybersecurity risk assessment, harmonizing cybersecurity policies, processes, operations, and consolidating the cybersecurity functions into a single organization.

Our integration efforts will concentrate on maintaining the continuous availability of our operations while aligning our organization's risk management strategy.

Our CISO leads a team that focuses on the Company's cybersecurity, including primary responsibility for leading enterprise-wide information security strategy, processes, as well as assessing, identifying, and managing cybersecurity risks.

We have also established and maintain a comprehensive Global Security Incident Response Plan designed to enable compliance with reporting standards and provide a robust response to global cybersecurity events.

We have adopted physical, technological, and administrative controls on data security, and have a defined procedure for data incident detection, containment, response, and remediation.

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

The breakdown of our [removed: significant] manufacturing and support facilities at June 30, [removed: 2024,] [added: 2025,] was as follows:

This segment has [removed: 160 significant] [added: 210] manufacturing and support facilities located in 36 countries, of which [removed: 111] [added: approximately 75%] are owned directly by us and [removed: 49] [added: approximately 25%] are leased from outside parties.

Initial building lease terms typically provide for minimum terms in a range of two to [removed: 36] [added: 30] years and have one or more renewal options.

[removed: Rigid] [added: Global Rigid] Packaging [added: Solutions] Segment

This segment has [removed: 52 significant] [added: 213] manufacturing and support facilities located in [removed: 11] [added: 34] countries, of which [removed: 12] [added: approximately 55%] are owned directly by us and [removed: 40] [added: approximately 45%] are leased from outside parties.

Initial building lease terms typically provide for minimum terms in a range of two to [removed: 20] [added: 15] years and have one or more renewal options.

Our primary executive [removed: offices are] [added: office is] located in Zurich, Switzerland.

Global Flexible Packaging Solutions Segment

We also maintain corporate offices in other regions.

utilization depending on the type of operation and market conditions.

Flexibles Segment

As of June 30, [removed: 2024,] [added: 2025,] there were [removed: 96,121] [added: 92,040] registered holders of record of our ordinary shares and CDIs.

We did not repurchase [added: our] shares during the three months ended June 30, [removed: 2024.][added: 2025 and had no amounts outstanding under approved share repurchase programs during the three months ended June 30, 2025.]

The line graph below illustrates our cumulative total shareholder return on our ordinary shares as compared with the cumulative total return of our Peer Group, the S&P 500 Index, the S&P 500 Materials Index, and the ASX 200 Index for the period beginning June 30, [removed: 2019.][added: 2020.]

The graph assumes $100 was invested on June 30, [removed: 2019,] [added: 2020,] and that all dividends were reinvested.

][added: graph for 10-K.jpg](https://www.sec.gov/Archives/edgar/data/1748790/000174879025000023/amcr-20250630_g2.jpg)]

| | | | | | | June 30, [removed: 2019] [added: 2020] | | | | | | June 30, [removed: 2020] [added: 2021] | | | | | | June 30, [removed: 2021] [added: 2022] | | | | | | June 30, [removed: 2022] [added: 2023] | | | | | | June 30, [removed: 2023] [added: 2024] | | | | | | June 30, [removed: 2024] [added: 2025] | | |

The Peer Group consists of Ansell Limited, AptarGroup, Inc., Avery Dennison Corporation, Ball Corporation, [removed: Berry Global Group, Inc.,] Brambles Limited, Coles Group Limited, Conagra Brands, Inc., Crown Holdings, Inc., Danone SA, General Mills, Inc., Graphic Packaging Holding Company, Huhtamäki Oyj, International Paper Company, Johnson & Johnson, The Kraft Heinz Company, Mondelez International, Inc., Nestlé S.A., O-I Glass, Inc., Orora Limited, Pepsico, Inc., The Procter & Gamble Company, Sealed Air Corporation, Silgan Holdings Inc., [added: Smurfit Westrock plc,] Sonoco Products Company, Treasury Wine Estates Limited, Unilever PLC, Wesfarmers Limited, [removed: WestRock Company,] and Woolworths Group Limited.

| Amcor plc | | | | | | $ | 100.00 | | | | | $ | 116.87 | | | | | $ | 131.82 | | | | | $ | 110.49 | | | | | $ | 114.14 | | | | | $ | 112.74 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 140.79 | | | | | $ | 125.85 | | | | | $ | 150.51 | | | | | $ | 187.47 | | | | | $ | 215.89 | |

| S&P 500 Materials | | | | | | $ | 100.00 | | | | | $ | 148.51 | | | | | $ | 135.56 | | | | | $ | 156.05 | | | | | $ | 169.61 | | | | | $ | 172.77 | |

| S&P/ASX 200 | | | | | | $ | 100.00 | | | | | $ | 140.41 | | | | | $ | 122.73 | | | | | $ | 138.09 | | | | | $ | 156.85 | | | | | $ | 177.69 | |

| Peer Group | | | | | | $ | 100.00 | | | | | $ | 118.88 | | | | | $ | 120.30 | | | | | $ | 127.47 | | | | | $ | 124.29 | | | | | $ | 126.58 | |

The table below is presented in millions, except number of shares, which are reflected in thousands, and per share amounts, which are expressed in U.S. dollars:

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

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

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (1) | | |

| April 1 - 30, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 39 | |

| May 1 - 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 39 | | |

| June 1 - 30, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 39 | | |

| Total | | | | | | — | | | | | | $ | — | | | | | — | | | | | | | | |

(1)On February 7, 2023, our Board of Directors approved an on market share buyback of up to $100 million of ordinary shares and/or CDIs during the following twelve months.

On February 6, 2024, our Board of Directors extended the approval for the remaining $39 million on market share buyback of ordinary shares and/or CDIs of the $100 million buyback for an additional twelve months.

The timing, volume, and nature of share repurchases may be amended, suspended, or discontinued at any time.

| Amcor plc | | | | | | $ | 100.00 | | | | | $ | 93.10 | | | | | $ | 108.81 | | | | | $ | 122.73 | | | | | $ | 102.87 | | | | | $ | 106.27 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 107.51 | | | | | $ | 151.36 | | | | | $ | 135.29 | | | | | $ | 161.80 | | | | | $ | 201.54 | |

| S&P 500 Materials | | | | | | $ | 100.00 | | | | | $ | 98.89 | | | | | $ | 146.87 | | | | | $ | 134.05 | | | | | $ | 154.32 | | | | | $ | 167.73 | |

| S&P/ASX 200 | | | | | | $ | 100.00 | | | | | $ | 91.97 | | | | | $ | 129.13 | | | | | $ | 112.88 | | | | | $ | 127.00 | | | | | $ | 144.25 | |

| Peer Group | | | | | | $ | 100.00 | | | | | $ | 104.41 | | | | | $ | 124.63 | | | | | $ | 126.19 | | | | | $ | 133.53 | | | | | $ | 130.59 | |

We have audited the accompanying consolidated balance sheets of Amcor plc and its subsidiaries (the “Company”) as of June 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, [added: of] comprehensive income, [added: of] equity and [added: of] cash flows for each of the three years in the period ended June 30, [removed: 2024,] [added: 2025,] including the related notes and schedule of valuation and qualifying accounts and reserves for each of the three years in the period ended June 30, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

[removed: A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and] dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

The principal considerations for our determination that performing procedures relating to the [removed: goodwill impairment assessment] [added: valuation] of [removed: the Flexibles Latin America reporting unit within] [added: customer relationships acquired in] the [removed: Flexibles Segment] [added: acquisition of Berry] is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the [removed: reporting unit;] [added: customer relationships acquired;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to [added: projected] revenue growth [removed: and the] [added: rates, projected EBITDA,] discount [removed: rate;] [added: rates] and [added: customer attrition rates for customer relationships; and] (iii) the audit effort [removed: involved] [added: involved, including] the use of professionals with specialized [removed: skills] [added: skill] and knowledge.

These procedures included testing the effectiveness of controls relating to [removed: management’s goodwill impairment assessment,] [added: acquisition accounting,] including controls over [removed: the] [added: management’s] valuation of the [removed: Flexibles Latin America reporting unit.][added: customer relationships acquired.]

These procedures also included, among [removed: others,] [added: others] (i) [added: reviewing the merger agreement; (ii)] testing management’s process for developing the fair value estimate of the [removed: reporting unit; (ii)] [added: customer relationships acquired; (iii)] evaluating the appropriateness of the [removed: discounted cash flow models] [added: multi-period excess earnings method] used by management; [removed: (iii)] [added: (iv)] testing the completeness and accuracy of [added: the] underlying data used in the [removed: discounted cash flow models;] [added: multi-period excess earnings method;] and [removed: (iv)] [added: (v)] evaluating the reasonableness of the significant assumptions used by management related to [added: projected] revenue growth [removed: and the] [added: rates, projected EBITDA,] discount [removed: rate.][added: rates, and customer attrition rates.]

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

Professionals with specialized [removed: skills] [added: skill] and knowledge were used to assist in evaluating (i) the appropriateness of the [removed: discounted cash flow model and] [added: multi-period excess earnings method,] (ii) the reasonableness of [removed: the] discount [added: rates and (iii) of the customer attrition] rate [removed: assumption.][added: assumptions for customer relationships.]

| For the years ended June 30, | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | | | | $ | [removed: 13,640] [added: 15,009] | | | | | $ | [removed: 14,694] [added: 13,640] | | | | | $ | [removed: 14,544] [added: 14,694] | |

| Cost of sales | | | | | | [removed: (10,928)] [added: (12,175)] | | | | | | [removed: (11,969)] [added: (10,928)] | | | | | | [removed: (11,724)] [added: (11,969)] | | |

| Gross profit | | | | | | [removed: 2,712] [added: 2,834] | | | | | | [removed: 2,725] [added: 2,712] | | | | | | [removed: 2,820] [added: 2,725] | | |

| Selling, general, and administrative expenses | | | | | | [removed: (1,260)] [added: (1,205)] | | | | | | [removed: (1,246)] [added: (1,093)] | | | | | | [removed: (1,284)] [added: (1,086)] | | |

| Research and development expenses | | | | | | [removed: (106)] [added: (120)] | | | | | | [removed: (101)] [added: (106)] | | | | | | [removed: (96)] [added: (101)] | | |

| [removed: Restructuring, impairment,] [added: Add/(Less): Restructuring] and other related activities, net [added: (6)] | | | | | | [removed: (97)] [added: (64)] | | | | | | [removed: 104] [added: (97)] | | | | | | [removed: (234)] [added: 90] | | |

| Other income/(expenses), net | | | | | | [removed: (35)] [added: 53] | | | | | | [removed: 26] [added: (35)] | | | | | | [removed: 33] [added: 26] | | |

| Operating income | | | | | | [removed: 1,214] [added: 1,009] | | | | | | [removed: 1,508] [added: 1,214] | | | | | | [removed: 1,239] [added: 1,508] | | |

| Interest income | | | | | | [removed: 38] [added: 49] | | | | | | [removed: 31] [added: 38] | | | | | | [removed: 24] [added: 31] | | |

| Interest expense | | | | | | [removed: (348)] [added: (396)] | | | | | | [removed: (290)] [added: (348)] | | | | | | [removed: (159)] [added: (290)] | | |

| Other non-operating [removed: income,] [added: income/(expenses),] net | | | | | | [removed: 3] [added: (12)] | | | | | | [removed: 2] [added: 3] | | | | | | [removed: 11] [added: 2] | | |

| Income before income taxes and equity in [removed: loss] [added: income/(loss)] of affiliated companies | | | | | | [removed: 907] [added: 650] | | | | | | [removed: 1,251] [added: 907] | | | | | | [removed: 1,115] [added: 1,251] | | |

| Income tax expense | | | | | | [removed: (163)] [added: (135)] | | | | | | [removed: (193)] [added: (163)] | | | | | | [removed: (300)] [added: (193)] | | |

| Equity in [removed: loss] [added: income/(loss)] of affiliated companies, net of tax | | | | | | [removed: (4)] [added: 3] | | | | | | [removed: —] [added: (4)] | | | | | | — | | |

| Net income | | | | | | $ | [removed: 740] [added: 518] | | | | | $ | [removed: 1,058] [added: 740] | | | | | $ | [removed: 815] [added: 1,058] | |

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

| Net income attributable to Amcor plc | | | | | | $ | [removed: 730] [added: 511] | | | | | $ | [removed: 1,048] [added: 730] | | | | | $ | [removed: 805] [added: 1,048] | |

| [removed: Basic] [added: Basic] earnings per [removed: share:] [added: share] | | | | | | [added: $] | [added: 0.321] | | | | | [added: $] | [added: 0.505] | | | | | [added: $] | [added: 0.709] | |

| Basic earnings per [added: ordinary] share | | | | | | $ | [removed: 0.505] [added: 0.321] | | | | | $ | [removed: 0.709] [added: 0.505] | | | | | $ | [removed: 0.532] [added: 0.709] | |

| Diluted earnings per share | | | | | | $ | [removed: 0.505] [added: 0.320] | | | | | $ | [removed: 0.705] [added: 0.505] | | | | | $ | [removed: 0.529] [added: 0.705] | |

| For the years ended June 30, | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net income | | | | | | $ | [removed: 740] [added: 518] | | | | | $ | [removed: 1,058] [added: 740] | | | | | $ | [removed: 815] [added: 1,058] | |

| Net gains/(losses) on cash flow hedges, net of tax (a) | | | | | | [removed: 5] [added: 2] | | | | | | [removed: (1)] [added: 5] | | | | | | [removed: (7)] [added: (1)] | | |

| Foreign currency translation adjustments, net of tax (b) | | | | | | [removed: (108)] [added: 21] | | | | | | [removed: 69] [added: (108)] | | | | | | [removed: (201)] [added: 69] | | |

| Excluded components of fair value hedges | | | | | | [removed: (10)] [added: (8)] | | | | | | [removed: —] [added: (10)] | | | | | | — | | |

| Pension, net of tax (c) | | | | | | [removed: (45)] [added: 2] | | | | | | [removed: (50)] [added: (45)] | | | | | | [removed: 94] [added: (50)] | | |

| Other comprehensive income/(loss) | | | | | | [removed: (158)] [added: (43)] | | | | | | [removed: 18] [added: (158)] | | | | | | [removed: (114)] [added: 18] | | |

| Total comprehensive income | | | | | | [removed: 582] [added: 475] | | | | | | [removed: 1,076] [added: 582] | | | | | | [removed: 701] [added: 1,076] | | |

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

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Berry Global Group, Inc. from its assessment of internal control over financial reporting as of June 30, 2025 because it was acquired by the Company in a purchase business combination during 2025.

We have also excluded Berry Global Group, Inc. from our audit of internal control over financial reporting.

Berry Global Group, Inc. is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 36.0% and 10.6%, respectively, of the related consolidated financial statement amounts as of and for the year ended June 30, 2025.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

*Acquisition of Berry Global Group, Inc. – Valuation of Customer Relationships*

As described in Note 4 to the consolidated financial statements, on April 30, 2025, the Company completed the merger with Berry Global Group, Inc. (“Berry”) for purchase consideration of approximately $10.4 billion.

Of the acquired intangible assets, approximately $5.5 billion were recorded relating to customer relationships.

The preliminary fair value of customer relationships was determined by management using an income approach methodology, specifically the multi-period excess earnings method.

Key assumptions used in estimating future cash flows included projected revenue growth rates, projected earnings before interest, taxes, depreciation and amortization (“EBITDA”), discount rates, and customer attrition rates.

| Amortization of acquired intangible assets | | | | | | (246) | | | | | | (167) | | | | | | (160) | | |

| Restructuring, transaction and integration expenses, net | | | | | | (307) | | | | | | (97) | | | | | | 104 | | |

| Net investment hedge of foreign operations, net of tax (c) | | | | | | (60) | | | | | | — | | | | | | — | | |

| (c) Tax benefit related to net investment hedge of foreign operations | | | | | | 20 | | | | | | — | | | | | | — | | |

| Short-term debt | | | | | | 116 | | | | | | 84 | | |

| Inventory step-up amortization | | | | | | 133 | | | | | | — | | | | | | — | | |

| Proceeds from exercise of options | | | | | | 15 | | | | | | — | | | | | | 134 | | |

| Purchase of non-controlling interest | | | | | | (2) | | | | | | — | | | | | | — | | |

| Financing-related transaction fees | | | | | | (11) | | | | | | — | | | | | | — | | |

| Net income | | | | | | | | | | | | | | | | | | 511 | | | | | | | | | | | | | | | | | | 7 | | | | | | 518 | | |

| Acquisition of Berry Global Group, Inc. | | | | | | 9 | | | | | | 8,198 | | | | | | | | | | | | | | | | | | | | | | | | 5 | | | | | | 8,212 | | |

| Balance as of June 30, 2025 | | | | | | $ | 23 | | | | | $ | 12,226 | | | | | $ | 548 | | | | | $ | (1,063) | | | | | $ | (6) | | | | | $ | 12 | | | | | $ | 11,740 | |

On April 30, 2025, the Company completed its acquisition (the "Merger") of Berry Global Group, Inc ("Berry").

The combination of Amcor and Berry has created a global packaging leader that employs approximately 77,000 individuals and has more than 400 manufacturing facilities in more than 40 countries.

See Note 4, "Acquisitions and Divestitures" for more information on the Berry acquisition.

We are guided by our purpose of elevating customers, shaping lives and protecting the future.

The Company has certain U.S. and foreign subsidiaries that report on a 5-4-4 calendar or 52-week fiscal year, all of which were acquired as part of the Berry Merger completed on April 30, 2025, and which the Company consolidates into its respective fiscal period.

The difference in period end for these foreign and U.S. subsidiaries has been determined to not be material.

The Company reclassified prior year comparatives in the consolidated statements of income to conform to the current year's presentation which provides a standalone line item for the amortization expense on the Company's intangible assets.

The Company's estimates of fair value are based upon assumptions believed to be reasonable, but the Company's estimates and assumptions are inherently uncertain and subject to modification.

Acquisition related costs and any related restructuring costs are expensed as incurred.

These foreign currency transaction net gains or net losses, not including losses on monetary

assumptions and market factors.

In fiscal year 2025, the Company performed qualitative impairment tests for its reporting units to determine whether or not indicators of impairment existed.

The Company evaluated factors including, but not limited to, macro-economic conditions, market and industry conditions, competitive environment, results of prior impairment tests, operational stability, the overall financial performance of our reporting units and the impacts of discount rates.

As a result of the qualitative assessment, no indicators of impairment were identified and the Company concluded that goodwill was not impaired.

studies of trends performed by the Company’s actuaries.

In connection with the Berry Merger, the Company assumed replacement equity awards, including restricted stock units and the outstanding and unexercised options to purchase Berry common stock, and converted them into share-based awards for ordinary shares of Amcor.

See Note 18, "Share-based Compensation."

In making these assessments, management

See Note 7, "Supply Chain Financing Arrangements."

*Goodwill Impairment Assessment - Flexibles Latin America Reporting Unit*

As described in Notes 2 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was $5,345 million as of June 30, 2024, and the goodwill associated with the Flexibles Segment was $4,373 million, which includes goodwill associated with the Flexibles Latin America reporting unit.

Management conducts an impairment analysis as of April 1 of each financial year, or whenever events and circumstances indicate an impairment may have occurred during the financial 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 the 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 discount rate.

| August 16, 2024 | | | | | |

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

| Proceeds from issuance of shares | | | | | | — | | | | | | 134 | | | | | | 114 | | |

| Cash and cash equivalents classified as held for sale | | | | | | — | | | | | | — | | | | | | (75) | | |

| Balance as of June 30, 2021 | | | | | | $ | 15 | | | | | $ | 5,092 | | | | | $ | 452 | | | | | $ | (766) | | | | | $ | (29) | | | | | $ | 57 | | | | | $ | 4,821 | |

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

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

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

balances are translated at historical rates.

The Company has six reporting units with goodwill that are assessed for potential impairment.

the reasonableness of the assumptions and the resulting estimated fair values.

In fiscal year 2024, the Company performed quantitative impairment tests for all of its reporting units and the Company concluded that goodwill was not impaired as the fair values of the reporting units substantially exceeded their carrying values.

As of June 30, 2024 and June 30, 2023, the amounts due to suppliers participating in the Company’s SCF programs amounted to $1.1 billion.

The standard's amendments are effective for the Company for annual periods beginning July 1, 2024, and interim periods beginning July 1, 2025, with early adoption permitted, and will be applied retrospectively to all periods in the financial statements.

The Company will adopt this guidance in fiscal year 2025.

Note 4 - Restructuring, Impairment, and Other Related Activities, Net

| Russia-Ukraine impairment expenses | | | | | | — | | | | | | — | | | | | | (138) | | |

| Restructuring, impairment, and other related activities, net | | | | | | $ | (97) | | | | | $ | 104 | | | | | $ | (234) | |

Impairment expenses of $138 million were incurred in the fourth quarter of fiscal year 2022 as a result of the Russia-Ukraine conflict.

In addition to the impairment charge on the Russian business mentioned above, the Company recognized other impairment expenses of $48 million, given the expectation that certain assets not held for sale in the conflict region were not recoverable.

The Company's manufacturing plant in Ukraine ceased operations in February 2022 and has not resumed operations given the ongoing conflict in the region has displaced the Company's employees, destroyed nearby manufacturing facilities, and impaired the region's supporting infrastructure.

The acquisition is part of the Company's Flexibles reportable segment and the Company aims to complete the purchase price allocation as soon as practicable but no later than one year from the date of the acquisition.

During the third quarter of fiscal year 2022, the Company completed the disposal of non-core assets in the Flexibles reportable segment.

The Company's restructuring activities for the fiscal year ended June 30, 2022, included expenses triggered by the Russia-Ukraine conflict to help mitigate the impact of the Russian sale and expenses related to the Company's 2019 plan from the integration of the acquired Bemis operations ("2019 Bemis Integration Plan"), which was substantially completed at the end of fiscal year 2022.

The Plan initiatives are expected to result in approximately $130 million of net cash expenditures.

From the initiation of the Plan through June 30, 2024, the Company has incurred $82 million in employee related expenses, $31 million in fixed asset related expenses, $47 million in other restructuring, and $21 million in restructuring related expenses, with $156 million incurred in the Flexibles reportable segment and $25 million incurred in the Rigid Packaging reportable segment.

2019 Bemis Integration Plan

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

The total 2019 Bemis Integration Plan cost 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, were $170 million, of which $40 million related to general integration expenses.

As part of this Plan, the Company 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.

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

| Net expenses incurred | | | | | | | | | | | | $ | 213 | | | | | $ | 181 | | | | | $ | 129 | | | | | $ | 523 | |

Fiscal year 2022 includes $55 million in restructuring expenses and $2 million of restructuring related expenses that pertain to the Russia-Ukraine conflict as discussed above in section "Other Restructuring Plans."

Our management, with the participation of our [removed: Interim] Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, [removed: 2024.][added: 2025.]

Based on this evaluation, the [removed: Interim] Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, [removed: 2024.][added: 2025.]

Our management evaluated the design and operating effectiveness of our internal control over financial reporting based on the criteria established in the *Internal Control-Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "COSO [removed: framework" (2013)).][added: framework") (2013).]

Under the supervision and with the participation of our management, including our [removed: Interim] 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: 2024.][added: 2025.]

Based on this evaluation, our management concluded that we maintained effective internal control over financial reporting as of June 30, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of June 30, [removed: 2024] [added: 2025,] 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: 2024] [added: 2025, except for those discussed above associated with our Merger with Berry,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On April 30, 2025, we completed our Merger with Berry and have implemented new processes and internal controls related to the preparation and disclosure of our financial information.

Given the significance of the Berry acquisition and the complexity of systems and business processes, we have excluded an assessment of the internal control over financial reporting of Berry which is in accordance with SEC guidance that permits registrants to exclude a recently acquired business from the scope of management's evaluation for the first year after the acquisition is completed.

Total assets (excluding goodwill and intangible assets acquired) and revenue subject to Berry's internal control over financial reporting represented approximately 36% and 10.6% of our consolidated total assets and revenue, respectively, as of and for the year ended June 30, 2025.

During the three months ended June 30, [removed: 2024,] [added: 2025,] 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.

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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] and such information is expressly incorporated herein by reference.

Equity compensation plans as of June 30, [removed: 2024,] [added: 2025,] were as follows:

(1)Includes outstanding option awards of [removed: 33,196,772,] [added: 31,212,929,] which have a weighted-average exercise price of [removed: $10.86, 11,924,855] [added: $10.17, 11,990,450] awards of ordinary shares issuable upon vesting of performance shares/rights, [removed: 2,445,169] [added: 16,759,491] awards of ordinary shares issuable upon vesting of share rights, and [removed: 2,877,497] [added: 2,416,770] restricted shares issued under the share retention plan.