Item 1. Financial Statements (unaudited)

Amcor plc and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

						Three Months Ended December 31,												Six Months Ended December 31,
($ in millions, except per share data)						2024						2023						2024						2023
Net sales						$	3,241					$	3,251					$	6,594					$	6,694
Cost of sales						(2,615)						(2,630)						(5,309)						(5,428)
Gross profit						626						621						1,285						1,266
Selling, general, and administrative expenses						(295)						(299)						(610)						(601)
Research and development expenses						(27)						(28)						(55)						(55)
Restructuring and other activities, net						(33)						(24)						(39)						(52)
Other income/(expenses), net						26						(28)						28						(46)
Operating income						297						242						609						512
Interest income						9						11						20						21
Interest expense						(81)						(89)						(167)						(174)
Other non-operating income/(expenses), net						(1)						1						(2)						—
Income before income taxes and equity in income/(loss) of affiliated companies						224						165						460						359
Income tax expense						(58)						(28)						(101)						(67)
Equity in income/(loss) of affiliated companies, net of tax						1						(1)						1						(2)
Net income						$	167					$	136					$	360					$	290
Net income attributable to non-controlling interests						(4)						(2)						(6)						(4)
Net income attributable to Amcor plc						$	163					$	134					$	354					$	286
Basic earnings per share:						$	0.113					$	0.093					$	0.245					$	0.198
Diluted earnings per share:						$	0.113					$	0.092					$	0.244					$	0.198

Note: Per share amounts may not add due to rounding. See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

						Three Months Ended December 31,												Six Months Ended December 31,
($ in millions)						2024						2023						2024						2023
Net income						$	167					$	136					$	360					$	290
Other comprehensive income/(loss):
Net gains on cash flow hedges, net of tax (a)						3						2						4						3
Foreign currency translation adjustments, net of tax (b)						(106)						99						(105)						31
Excluded components of fair value hedges						(22)						—						(11)						—
Pension, net of tax (c)						(3)						—						(2)						1
Other comprehensive income/(loss)						(128)						101						(114)						35
Total comprehensive income						39						237						246						325
Comprehensive income attributable to non-controlling interests						(4)						(2)						(6)						(4)
Comprehensive income attributable to Amcor plc						$	35					$	235					$	240					$	321
(a) Tax expense related to cash flow hedges						$	—					$	(1)					$	(1)					$	(1)
(b) Tax benefit/(expense) related to foreign currency translation adjustments						$	(4)					$	3					$	(3)					$	2
(c) Tax benefit related to pension adjustments						$	1					$	—					$	1					$	—

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

($ in millions, except share and per share data)						December 31, 2024						June 30, 2024
Assets
Current assets:
Cash and cash equivalents						$	445					$	588
Trade receivables, net of allowance for credit losses of $22 and $24, respectively						1,775						1,846
Inventories, net:
Raw materials and supplies						927						862
Work in process and finished goods						1,199						1,169
Prepaid expenses and other current assets						559						500
Total current assets						4,905						4,965
Non-current assets:
Property, plant, and equipment, net						3,629						3,763
Operating lease assets						537						567
Deferred tax assets						145						148
Other intangible assets, net						1,317						1,391
Goodwill						5,273						5,345
Employee benefit assets						34						34
Other non-current assets						325						311
Total non-current assets						11,260						11,559
Total assets						$	16,165					$	16,524
Liabilities
Current liabilities:
Current portion of long-term debt						$	13					$	12
Short-term debt						91						84
Trade payables						2,380						2,580
Accrued employee costs						292						399
Other current liabilities						1,121						1,186
Total current liabilities						3,897						4,261
Non-current liabilities:
Long-term debt, less current portion						6,837						6,603
Operating lease liabilities						458						488
Deferred tax liabilities						553						584
Employee benefit obligations						200						217
Other non-current liabilities						429						418
Total non-current liabilities						8,477						8,310
Total liabilities						$	12,374					$	12,571
Commitments and contingencies (See Note 17)
Shareholders' Equity
Amcor plc shareholders’ equity:
Ordinary shares ($0.01 par value)
Authorized (9,000 million shares)
Issued (1,445 and 1,445 million shares, respectively)						$	14					$	14
Additional paid-in capital						4,045						4,019
Retained earnings						869						879
Accumulated other comprehensive loss						(1,134)						(1,020)
Treasury shares (1 and 1 million shares, respectively)						(10)						(11)
Total Amcor plc shareholders' equity						3,784						3,881
Non-controlling interests						7						72
Total shareholders' equity						3,791						3,953
Total liabilities and shareholders' equity						$	16,165					$	16,524

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

						Six Months Ended December 31,
($ in millions)						2024						2023
Cash flows from operating activities:
Net income						$	360					$	290
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and impairment						267						295
Net periodic benefit cost						9						7
Amortization of debt discount and other deferred financing costs						7						5
Net gain on disposal of property, plant, and equipment						—						(1)
Net gain on disposal of businesses						(8)						—
Equity in (income)/loss of affiliated companies						(1)						2
Net foreign exchange loss						—						35
Share-based compensation						18						6
Other, net						20						(47)
Loss from highly inflationary accounting for Argentine subsidiaries						17						86
Deferred income taxes, net						(27)						(5)
Changes in operating assets and liabilities, excluding effect of acquisitions, divestitures, and currency						(503)						(445)
Net cash provided by operating activities						159						228
Cash flows from investing activities:
Investments in affiliated companies and other						—						(3)
Business acquisitions						(11)						(19)
Purchase of property, plant, and equipment, and other intangible assets						(243)						(245)
Proceeds from divestitures, net of cash divested						113						—
Proceeds from sales of property, plant, and equipment, and other intangible assets						7						11
Net cash used in investing activities						(134)						(256)
Cash flows from financing activities:
Proceeds from exercise of options						14						—
Purchase of treasury shares and tax withholdings for share-based incentive plans						(52)						(51)
Proceeds from issuance of long-term debt						2						—
Repayment of long-term debt						(2)						(21)
Financing-related transaction fees						(11)						—
Net borrowing of commercial paper						287						322
Net repayment of short-term debt						(9)						(44)
Repayment of lease liabilities						(6)						(6)
Share buybacks/cancellations						—						(30)
Dividends paid						(366)						(361)
Net cash used in financing activities						(143)						(191)
Effect of exchange rates on cash and cash equivalents						(25)						(40)
Net decrease in cash and cash equivalents						(143)						(259)
Cash and cash equivalents balance at beginning of year						588						689
Cash and cash equivalents balance at end of period						$	445					$	430
Supplemental cash flow information:
Interest paid, net of amounts capitalized						$	140					$	162
Income taxes paid						$	127					$	124
Supplemental non-cash disclosures relating to investing and financing activities:
Purchase of property, plant, and equipment, accrued but unpaid						$	68					$	59
Contingent purchase considerations related to acquired businesses, accrued but not paid						$	15					$	27

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Statements of Equity

(Unaudited)

($ in millions, except per share data)						Ordinary Shares						Additional Paid-In Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Treasury Shares						Non-controlling Interests						Total
Balance as of September 30, 2023						$	14					$	3,983					$	841					$	(928)					$	(12)					$	66					$	3,964
Net income																		134																		2						136
Other comprehensive income																								101												—						101
Dividends declared ($0.125 per share)																		(180)																		(5)						(185)
Shares vested												(4)																		4												—
Net settlement of forward contracts to purchase own equity for share-based incentive plans, net of tax												3																														3
Purchase of treasury shares																														(3)												(3)
Share-based compensation expense												11																														11
Balance as of December 31, 2023						$	14					$	3,993					$	795					$	(827)					$	(11)					$	63					$	4,027
Balance as of June 30, 2023						$	14					$	4,021					$	865					$	(862)					$	(12)					$	64					$	4,090
Net income																		286																		4						290
Other comprehensive income																								35												—						35
Share buyback/cancellations						—						(30)																														(30)
Dividends declared ($0.2475 per share)																		(356)																		(5)						(361)
Shares vested and related tax withholdings												(52)																		49												(3)
Net settlement of forward contracts to purchase own equity for share-based incentive plans, net of tax												48																														48
Purchase of treasury shares																														(48)												(48)
Share-based compensation expense												6																														6
Balance as of December 31, 2023						$	14					$	3,993					$	795					$	(827)					$	(11)					$	63					$	4,027
Balance as of September 30, 2024						$	14					$	4,030					$	890					$	(1,006)					$	(9)					$	74					$	3,993
Net income																		163																		4						167
Other comprehensive loss																								(128)												—						(128)
Dividends declared ($0.1275 per share)																		(184)																		(2)						(186)
Options exercised and shares vested, and related tax withholdings												(2)																		3												1
Net settlement of forward contracts to purchase own equity for share-based incentive plans, net of tax												4																														4
Purchase of treasury shares																														(4)												(4)
Share-based compensation expense												13																														13
Change in non-controlling interests																																				(69)						(69)
Balance as of December 31, 2024						$	14					$	4,045					$	869					$	(1,134)					$	(10)					$	7					$	3,791
Balance as of June 30, 2024						$	14					$	4,019					$	879					$	(1,020)					$	(11)					$	72					$	3,953
Net income																		354																		6						360
Other comprehensive loss																								(114)												—						(114)
Dividends declared ($0.2525 per share)																		(364)																		(2)						(366)
Options exercised and shares vested, and related tax withholdings												(39)																		48												9
Net settlement of forward contracts to purchase own equity for share-based incentive plans, net of tax												47																														47
Purchase of treasury shares																														(47)												(47)
Share-based compensation expense												18																														18
Change in non-controlling interests																																				(69)						(69)
Balance as of December 31, 2024						$	14					$	4,045					$	869					$	(1,134)					$	(10)					$	7					$	3,791

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Note 1 - Nature of Operations and Basis of Presentation

Amcor plc ("Amcor" or the "Company") is a public limited company incorporated under the Laws of the Bailiwick of Jersey. The Company's history dates back more than 150 years, with origins in both Australia and the United States of America. Today, Amcor is a global leader in developing and producing responsible packaging solutions across a variety of materials for food, beverage, pharmaceutical, medical, home and personal-care, and other consumer goods end markets. The Company's innovation excellence and global packaging expertise enable the Company to solve packaging challenges around the world every day, producing a range of flexible packaging, rigid packaging, cartons, and closures that are more functional, appealing, and cost effective for its customers and their consumers and importantly, more sustainable for the environment.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information. Consistent with these requirements, this Form 10-Q does not include all the information required by U.S. GAAP for complete financial statements. Further, the year-end condensed consolidated balance sheet data as of June 30, 2024, was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. It is management's opinion, however, that all material and recurring adjustments have been made that are necessary for a fair statement of the Company's interim financial position, results of operations, and cash flows. This Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

There have been no material changes to the accounting policies followed by the Company during the current fiscal year to date. Certain amounts in the Company's notes to unaudited condensed consolidated financial statements may not add or recalculate due to rounding.

Note 2 - New Accounting Guidance

Recently Adopted Accounting Standards

In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04 that adds certain disclosure requirements for entities that use supplier finance programs in connection with the purchase of goods and services. The Company adopted the disclosure requirements in ASU 2022-04 on July 1, 2023, except for the amendment on roll forward information which will be adopted, on a prospective basis, in the Company's fiscal year 2025 Annual Report on Form 10-K.

Accounting Standards Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07 that adds new reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit or loss. The ASU becomes effective for the Company beginning with its fiscal year ending June 30, 2025, and interim periods beginning with the first quarter of fiscal year 2026. The Company is currently evaluating the impact that this guidance will have on its disclosures.

In December 2023, the FASB issued ASU 2023-09 that adds new income tax disclosure requirements, primarily related to existing income tax rate reconciliation and income taxes paid information. The standard's amendments are effective for the Company for annual periods beginning July 1, 2025, with early adoption permitted, and can be applied either prospectively or retrospectively. The Company is currently evaluating the impact that this guidance will have on its disclosures.

In November 2024, the FASB issued ASU 2024-03 that requires companies to disclose disaggregated information about certain income statement expense line items. The ASU becomes effective for the Company for annual periods beginning July 1, 2027, and interim reporting periods beginning with the first quarter of fiscal year 2029, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on its disclosures.

The Company considers the applicability and impact of all ASUs issued by the FASB. The Company determined at this time that all other ASUs not yet adopted are either not applicable or are expected to have an immaterial impact on the Company's consolidated financial statements.

Note 3 - Pending 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, among other things and subject to the satisfaction or waiver of specified conditions set forth therein, the merger of Merger Sub with and into Berry (the “Merger”), with Berry surviving the Merger as a wholly-owned subsidiary of Amcor. The board of directors of Amcor (the “Amcor Board”) and the board of directors of Berry (the “Berry Board”) have unanimously approved the Merger Agreement and the transactions contemplated thereby.

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Berry common stock issued and outstanding (excluding shares held by Berry as treasury stock immediately prior to the Effective Time) will be converted into the right to receive 7.25 fully paid and nonassessable Amcor ordinary shares (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes.

Completion of the Merger is subject to the satisfaction or waiver of certain closing conditions, including, among other things: (1) the adoption of the Merger Agreement by the shareholders of Berry, (2) the approval of the issuance of Amcor ordinary shares in the Merger by Amcor shareholders, and (3) receipt of applicable regulatory approvals.

Both Amcor and Berry have termination rights under the Merger Agreement. Amcor will be required to pay Berry a termination fee equal to $260 million in specified circumstances, including if Amcor terminates the Merger Agreement to enter into a superior proposal or if Berry terminates the Merger Agreement following a change of recommendation by the Amcor Board, in each case, subject to the terms and conditions of the Merger Agreement. Berry will be required to pay Amcor a termination fee equal to $260 million in specified circumstances, including if Berry terminates the Merger Agreement to enter into a superior proposal or if Amcor terminates the Merger Agreement following a change of recommendation by the Berry Board, in each case, subject to the terms and conditions of the Merger Agreement.

Note 4 - Acquisitions and Disposals

Fiscal Year 2024 - Acquisition

On September 27, 2023, the Company completed the acquisition of a small manufacturer of flexible packaging for food, home care, and personal care applications in India for purchase consideration of $14 million plus the assumption of debt of $10 million. The acquisition is part of the Company's Flexibles reportable segment and resulted in the recognition of goodwill of $12 million. Goodwill is not deductible for tax purposes.

The fair value estimates for the acquisition were based on market, and cost valuation methods. Pro forma information related to the acquisition has not been presented, as the effect of the acquisition on the Company's condensed consolidated financial statements was not material.

Fiscal year 2025 - Disposals

On November 25, 2024, the Company completed the sale of a non-core business in France in the Flexibles reportable segment, recording a pre-tax net loss on sale of $7 million which includes a $4 million impairment charge recorded in the first quarter of fiscal year 2025. The loss has been recorded as other income/(expenses), net within the unaudited condensed consolidated statements of income.

On December 27, 2024, the Company completed the sale of its 50% equity interest in the Bericap North America closures business ("Bericap"), which was fully consolidated under the Rigid Packaging reportable segment, for cash consideration of $123 million. The sale resulted in a pre-tax net gain of $15 million which was recorded as other income/(expenses), net, within the unaudited condensed consolidated statements of income. The proceeds from the sale were used to reduce the Company's debt.

Note 5 - Restructuring and Other Activities, Net

Restructuring and other activities, net, as reported on the unaudited condensed consolidated statements of income are summarized as follows:

						Three Months Ended December 31,												Six Months Ended December 31,
($ in millions)						2024						2023						2024						2023
Transaction costs						$	(10)					$	—					$	(10)					$	—
Restructuring and related expenses, net						(23)						(24)						(29)						(52)
Restructuring and other activities, net						$	(33)					$	(24)					$	(39)					$	(52)

Transaction costs include incremental costs incurred in connection with the Merger. Refer to Note 3, "Pending Merger with Berry Global Group, Inc."

Refer to Note 6, "Restructuring" for information on restructuring and related expenses, net.

Note 6 - Restructuring

Restructuring and related expenses, net, were $23 million and $24 million during the three months ended December 31, 2024, and 2023, respectively, and $29 million and $52 million during the six months ended December 31, 2024 and 2023, respectively. The Company's restructuring activities for the three and six months ended December 31, 2024, and 2023, were primarily comprised of restructuring activities related to the 2023 Restructuring Plan (as defined below).

Restructuring related expenses are directly attributable to restructuring activities; however, they do not qualify for special accounting treatment as exit or disposal activities. The Company believes the disclosure of restructuring related costs provides more complete information on its restructuring activities.

2023 Restructuring Plan

On February 7, 2023, the Company announced that it will allocate approximately $110 million to $130 million of the sale proceeds from the Russian business to various cost saving initiatives to partly offset divested earnings from the Russian business (the "2023 Restructuring Plan" or the "Plan"). The Company expects total Plan cash and non-cash net expenses of approximately $220 million, of which approximately $100 million relates to employee related expenses, approximately $30 million to fixed asset related expenses (net of expected gains on asset disposals), approximately $55 million to other restructuring expenses, and approximately $35 million to restructuring related expenses. The projects initiated as of December 31, 2024 are expected to result in approximately $130 million of net cash expenditures. The Plan includes both the Flexibles and Rigid Packaging reportable segments and has been largely completed as of December 31, 2024.

From the initiation of the Plan through December 31, 2024, the Company has incurred $99 million in employee related expenses, $33 million in fixed asset related expenses, $52 million in other restructuring, and $24 million in restructuring related expenses, with $182 million incurred in the Flexibles reportable segment and $26 million incurred in the Rigid Packaging reportable segment. The Plan has resulted in cumulative net cash outflows of $96 million. Additional cash payments of approximately $34 million, net of estimated proceeds from disposals, are expected until completion of the Plan, which predominantly relates to the Flexibles reportable segment.

The restructuring related costs relate primarily to the closure of facilities and include startup and training costs after relocation of equipment, and other costs incidental to the Plan.

Other Restructuring Plans

The Company has entered into other individually immaterial restructuring plans ("Other Restructuring Plans"). Expenses incurred on such programs are primarily costs to move equipment and other costs.

Consolidated Restructuring Plans

The total costs incurred from the beginning of the Company's 2023 Restructuring Plan and Other Restructuring Plans are as follows:

($ in millions)						2023 Restructuring Plan (1)						Other Restructuring Plans (2)						Total Restructuring and Related Expenses
Fiscal year 2023						$	94					$	17					$	111
Fiscal year 2024						87						10						97
Fiscal year 2025, first quarter						6						—						6
Fiscal year 2025, second quarter						21						2						23
Net expenses incurred						$	208					$	29					$	237

(1)Includes restructuring related expenses from the 2023 Restructuring Plan of $6 million, $15 million, $2 million, and $1 million for fiscal year 2023, fiscal year 2024, first quarter of fiscal year 2025, and second quarter of fiscal year 2025 respectively. In the three and six months ended December 31, 2024, $1 million of the restructuring and related expenses, net, were incurred in the Rigid Packaging reportable segment and the remainder in the Flexibles reportable segment.

(2)Includes restructuring related costs of $4 million in both fiscal years 2023 and 2024, and $1 million in the second quarter of fiscal year 2025.

An analysis of the restructuring charges by type incurred is as follows:

						Three Months Ended December 31,												Six Months Ended December 31,
($ in millions)						2024						2023						2024						2023
Employee related expenses						$	18					$	(3)					$	18					$	13
Fixed asset related expenses						1						6						2						12
Other expenses						2						16						5						19
Total restructuring expenses, net						$	21					$	19					$	25					$	44

An analysis of the Company's restructuring plan liability is as follows:

($ in millions)						Employee Costs						Fixed Asset Related Costs						Other Costs						Total Restructuring Costs
Liability balance as of June 30, 2024						$	80					$	3					$	19					$	102
Net charges to earnings						18						2						5						25
Cash paid						(15)						(3)						(19)						(37)
Non-cash and other						—						(2)						—						(2)
Foreign currency translation						(2)						—						—						(2)
Liability balance as of December 31, 2024						$	81					$	—					$	5					$	86

The table above includes liabilities arising from the 2023 Restructuring Plan and Other Restructuring Plans. The majority of the accruals related to restructuring activities have been recorded on the unaudited condensed consolidated balance sheets under other current liabilities.

Note 7 - Supply Chain Financing Arrangements

The Company facilitates several regional voluntary supply chain financing ("SCF") programs with financial institutions, all of which have similar characteristics. The Company establishes these SCF programs to provide its suppliers with a potential source of liquidity and to enable a more efficient payment process. Under these SCF programs, qualifying suppliers may elect, but are not obligated, to sell their receivables due from Amcor to these financial institutions in advance of the agreed payment due date. The Company is not involved in negotiations between the suppliers and the financial institutions, and its rights and obligations to its suppliers are not impacted by its suppliers’ decisions to sell amounts to the financial institutions. Under these SCF programs, the Company agrees to pay the financial institution the stated invoice amounts from its participating suppliers on the original maturity dates of the invoices. The range of payment terms negotiated with suppliers under these arrangements are consistent with industry norms and short-term in nature, regardless of whether a supplier participates in the program. The Company's SCF programs do not include any guarantees to the financial institutions, or any assets pledged as securities.

All outstanding amounts related to suppliers participating in the SCF programs are reflected in trade payables in the Company’s unaudited condensed consolidated balance sheets, and associated payments are included in operating activities within the Company’s unaudited condensed consolidated statements of cash flows. As of December 31, 2024, and June 30, 2024, the amounts due to suppliers participating in the Company’s SCF programs amounted to $0.8 billion and $1.1 billion, respectively.

Note 8 - Goodwill and Other Intangible Assets, Net

Goodwill

Changes in the carrying amount of goodwill attributable to each reportable segment were as follows:

($ in millions)						Flexibles Segment						Rigid Packaging Segment						Total
Balance as of June 30, 2024						$	4,373					$	972					$	5,345
Disposals (1)						(1)						(30)						(31)
Foreign currency translation						(37)						(4)						(41)
Balance as of December 31, 2024						$	4,335					$	938					$	5,273

(1)Disposals are detailed in Note 4, "Acquisitions and Disposals".

Goodwill is not amortized but is tested for impairment annually in the fourth quarter of the fiscal year, or during interim periods if events or circumstances arise which indicate that goodwill may be impaired.

Other Intangible Assets, Net

Other intangible assets, net were comprised of the following:

						December 31, 2024
($ in millions)						Gross Carrying Amount						Accumulated Amortization and Impairment (1)						Net Carrying Amount
Customer relationships						$	1,993					$	(853)					$	1,140
Computer software						277						(185)						92
Other						336						(251)						85
Total other intangible assets						$	2,606					$	(1,289)					$	1,317

						June 30, 2024
($ in millions)						Gross Carrying Amount						Accumulated Amortization and Impairment (1)						Net Carrying Amount
Customer relationships						$	1,999					$	(791)					$	1,208
Computer software						272						(182)						90
Other (2)						334						(241)						93
Total other intangible assets						$	2,605					$	(1,214)					$	1,391

(1)Accumulated amortization and impairment as of December 31, 2024, and June 30, 2024 included $34 million of accumulated impairment in the Other category.

(2)As of June 30, 2024, Other included $17 million of acquired intellectual property assets not yet being amortized as the related R&D projects had not yet been completed.

Amortization expenses for intangible assets were $42 million and $47 million during the three months ended December 31, 2024 and 2023, respectively, and $84 million and $91 million during the six months ended December 31, 2024 and 2023, respectively.

Note 9 - Fair Value Measurements

The fair values of the Company's financial assets and financial liabilities listed below reflect the amounts that would be received to sell the assets or paid to transfer the liabilities in an orderly transaction between market participants at the measurement date (exit price).

The Company's non-derivative financial instruments primarily include cash and cash equivalents, trade receivables, trade payables, short-term debt, and long-term debt. As of December 31, 2024, and June 30, 2024, the carrying value of these financial instruments, excluding long-term debt, approximated fair value because of the short-term nature of these instruments.

The carrying value of long-term debt with variable interest rates approximates its fair value. The fair value of the Company's long-term debt with fixed interest rates is based on market prices, if available, or expected future cash flows discounted at the current interest rate for financial liabilities with similar risk profiles.

The carrying values and estimated fair values of long-term debt with fixed interest rates were as follows:

						December 31, 2024												June 30, 2024
						Carrying Value						Fair Value						Carrying Value						Fair Value
($ in millions)									(Level 2)									(Level 2)
Total long-term debt with fixed interest rates (excluding commercial paper (1) and finance leases)						$	5,126					$	5,035					$	5,141					$	4,973

(1)As of December 31, 2024, the Company had interest rate swap contracts outstanding for a total notional amount of commercial paper of $400 million, maturing on June 30, 2025. These contracts are considered to be economic hedges and the related $400 million notional amount of commercial paper is also excluded from the total long-term debt with fixed interest rates.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

Additionally, the Company measures and records certain assets and liabilities, including derivative instruments and contingent purchase consideration liabilities, at fair value. The following tables summarize the fair values of these instruments, which are measured at fair value on a recurring basis, by level, within the fair value hierarchy:

						December 31, 2024
($ in millions)						Level 1						Level 2						Level 3						Total
Assets
Commodity contracts						$	—					$	3					$	—					$	3
Forward exchange contracts						—						5						—						5
Total assets measured at fair value						$	—					$	8					$	—					$	8
Liabilities
Contingent purchase consideration						$	—					$	—					$	25					$	25
Commodity contracts						—						1						—						1
Forward exchange contracts						—						8						—						8
Interest rate swaps						—						86						—						86
Cross currency swaps						—						23						—						23
Total liabilities measured at fair value						$	—					$	118					$	25					$	143

						June 30, 2024
($ in millions)						Level 1						Level 2						Level 3						Total
Assets
Commodity contracts						$	—					$	2					$	—					$	2
Forward exchange contracts						—						2						—						2
Total assets measured at fair value						$	—					$	4					$	—					$	4
Liabilities
Contingent purchase consideration						$	—					$	—					$	36					$	36
Commodity contracts						—						1						—						1
Forward exchange contracts						—						4						—						4
Interest rate swaps						—						92						—						92
Cross currency swaps						—						16						—						16
Total liabilities measured at fair value						$	—					$	113					$	36					$	149

The fair value of the commodity contracts was determined using a discounted cash flow analysis based on the terms of the contracts and observed market forward prices discounted at a currency specific rate. Forward exchange contract fair values were determined based on quoted prices for similar assets and liabilities in active markets using inputs such as currency rates and forward points. The fair value of the interest rate swaps was determined using a discounted cash flow method based on market-based swap yield curves, taking into account current interest rates.

Contingent purchase consideration liabilities arise from business acquisitions and other investments. As of December 31, 2024, the Company had contingent purchase consideration liabilities of $25 million, consisting of $15 million of contingent purchase consideration predominantly relating to fiscal year 2023 acquisitions and a $10 million liability that is contingent on future royalty income generated by Discma AG, a subsidiary acquired in March 2017. The fair values of the contingent purchase consideration liabilities were determined for each arrangement individually. The fair values were determined using an income approach with significant inputs that are not observable in the market. Key assumptions include the selection of discount rates consistent with the level of risk of achievement and probability-adjusted financial projections. The expected outcomes are recorded at net present value, which require adjustment over the life for changes in risks and probabilities. Changes arising from modifications in forecasts related to contingent consideration are not expected to be material.

The fair value of contingent purchase consideration liabilities is included in other current liabilities and other non-current liabilities in the unaudited condensed consolidated balance sheets.

Assets and Liabilities Measured and Recorded at Fair Value on a Nonrecurring Basis

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets at fair value on a nonrecurring basis, generally when events or changes in circumstances indicate the carrying value may not be recoverable, or when they are deemed to be other than temporarily impaired. These assets include goodwill and other intangible assets, equity method and other investments, long-lived assets and disposal groups held for sale, and other long-lived assets. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges or as a result of charges to remeasure assets classified as held for sale to fair value less costs to sell. The fair values of these assets are determined, when applicable, based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections. These nonrecurring fair value measurements are considered to be Level 3 in the fair value hierarchy.

In the first quarter of fiscal year 2025, the Company recorded an impairment charge of $4 million within the Flexibles reportable segment, to adjust the carrying value of the net assets of $11 million that were held for sale to their estimated fair value less cost to sell. The Company completed the sale of these non-core assets in the three months ended December 31, 2024. Refer to Note 4, "Acquisitions and Disposals".

During the three months ended December 31, 2024, and 2023, there were no impairment charges recorded on indefinite-lived intangibles, including goodwill. For information on long-lived asset impairments, refer to fixed asset related expenses in Note 6, "Restructuring".

Note 10 - Derivative Instruments

The Company periodically uses derivatives and other financial instruments to hedge exposures to interest rates, commodity prices, and currency risks. The Company does not hold or issue derivative instruments for speculative or trading purposes. For hedges that meet hedge accounting criteria, the Company, at inception, formally designates and documents the instruments as a fair value hedge or a cash flow hedge of a specific underlying exposure. On an ongoing basis, the Company assesses and documents that its designated hedges have been and are expected to continue to be highly effective.

Interest Rate Risk

The Company's policy is to manage exposure to interest rate risk by maintaining a mixture of fixed-rate and variable-rate debt, monitoring global interest rates, and, where appropriate, hedging floating interest rate exposure or debt at fixed interest rates through various interest rate derivative instruments including, but not limited to, interest rate swaps, and interest rate locks. For interest rate swaps that are accounted for as fair value hedges, the gains and losses related to the changes in the fair value of the interest rate swaps are included in interest expense and offset changes in the fair value of the hedged portion of the underlying debt that are attributable to the changes in market interest rates. Changes in the fair value of interest rate swaps that have not been designated as hedging instruments are reported in the accompanying unaudited condensed consolidated statements of income in other income/(expenses), net.

On August 5, 2024, the Company entered into an interest rate swap contract for a notional amount of $500 million, which was subsequently downsized to $400 million notional on November 4, 2024. Under the terms of the contract, the Company pays a fixed rate of interest of 4.30% and receives a variable rate of interest, based on compound overnight Secured Overnight Financing Rate ("SOFR"), effective from August 12, 2024, through June 30, 2025, with monthly settlements commencing on September 1, 2024. The interest rate swap contract will economically hedge the SOFR component of the Company's forecasted commercial paper issuances. As of December 31, 2024, the Company had no other receive-variable/pay-fixed interest rate swaps outstanding. As of June 30, 2024, the Company did not have receive-variable, pay-fixed interest rate swaps outstanding. The Company did not apply hedge accounting on these economic hedging instruments.

As of December 31, 2024, and June 30, 2024, the total notional amount of the Company’s receive-fixed/pay-variable interest rate swaps was $650 million.

Foreign Currency Risk

The Company manufactures and sells its products and finances operations in a number of countries throughout the world and, as a result, is exposed to movements in foreign currency exchange rates. The purpose of the Company's foreign currency hedging program is to manage the volatility associated with the changes in exchange rates.

To manage this exchange rate risk, the Company utilizes forward contracts and cross currency swaps. Forward contracts that qualify for hedge accounting are designated as cash flow hedges of certain forecasted transactions denominated in foreign currencies. The effective portion of the changes in fair value of these instruments is reported in accumulated other comprehensive loss ("AOCI") and reclassified into earnings in the same financial statement line item and in the same period or periods during which the related hedged transactions affect earnings. The ineffective portion is recognized in earnings over the life of the hedging relationship in the same consolidated statements of income line item as the underlying hedged item. Changes in the fair value of forward contracts that have not been designated as hedging instruments are reported in the accompanying unaudited condensed consolidated statements of income.

As of December 31, 2024, and June 30, 2024, the notional amounts of the outstanding forward contracts were $613 million and $556 million, respectively.

In May 2024, the Company entered into cross currency swap contracts for a total notional amount of $500 million. Under the terms of the contracts, the Company swapped the U.S. dollar notional and periodic interest payments to Swiss francs to manage foreign currency risk and receives a fixed U.S. dollar rate of interest of 5.450% and pays a fixed weighted-average Swiss franc rate of interest of 2.218%. The Company has designated these cross currency swap contracts as a fair value hedge of its $500 million notes and recognizes the components excluded from the hedging relationship in accumulated other comprehensive loss ("AOCI") and reclassifies into earnings through the accrual of the periodic interest settlements on the swaps.

At December 31, 2024 and June 30, 2024, the Company had cross currency swaps with a notional amount of $500 million outstanding.

Commodity Risk

Certain raw materials used in the Company's production processes are subject to price volatility caused by weather, supply conditions, political and economic variables, and other unpredictable factors. The Company's policy is to minimize exposure to price volatility by passing through the commodity price risk to customers, including through the use of fixed price swaps.

In some cases, the Company purchases, on behalf of customers, fixed price commodity swaps to offset the exposure of price volatility on the underlying sales contracts. These instruments are cash closed out on maturity and the related cost or benefit is passed through to customers. Information about commodity price exposure is derived from supply forecasts submitted by customers and these exposures are hedged by central treasury units. Changes in the fair value of commodity hedges are recognized in AOCI. The cumulative amount of the hedge is recognized in the unaudited condensed consolidated statements of income when the forecasted transaction is realized.

The Company had the following outstanding commodity contracts to hedge forecasted purchases:

						December 31, 2024						June 30, 2024
Commodity						Volume						Volume
Aluminum						19,293 tons						10,673 tons
PET resin						24,722,727 lbs.						27,916,666 lbs.

The following table provides the location of derivative instruments in the unaudited condensed consolidated balance sheets:

($ in millions)						Balance Sheet Location						December 31, 2024						June 30, 2024
Assets
Derivatives in cash flow hedging relationships:
Commodity contracts						Other current assets						$	3					$	2
Forward exchange contracts						Other current assets						5						2
Total current derivative contracts												8						4
Total non-current derivative contracts												—						—
Total derivative asset contracts												$	8					$	4
Liabilities
Derivatives in cash flow hedging relationships:
Commodity contracts						Other current liabilities						$	1					$	1
Forward exchange contracts						Other current liabilities						6						3
Derivatives not designated as hedging instruments:
Forward exchange contracts						Other current liabilities						2						1
Total current derivative contracts												9						5
Derivatives in fair value hedging relationships:
Interest rate swaps						Other non-current liabilities						86						92
Cross currency swaps						Other non-current liabilities						23						16
Total non-current derivative contracts												109						108
Total derivative liability contracts												$	118					$	113

Certain derivative financial instruments are subject to master netting arrangements and are eligible for offset. The Company has made an accounting policy election not to offset the fair values of these instruments within the unaudited condensed consolidated balance sheets.

The following tables provide the effects of derivative instruments on AOCI and in the unaudited condensed consolidated statements of income:

						Location of Loss Reclassified from AOCI into Income						Loss Reclassified from AOCI into Income (Effective Portion)
									Three Months Ended December 31,												Six Months Ended December 31,
($ in millions)									2024						2023						2024						2023
Derivatives in cash flow hedging relationships
Commodity contracts						Cost of sales						$	(1)					$	—					$	—					$	(1)
Forward exchange contracts						Net sales						—						(1)						—						—
Treasury locks						Interest expense						—						—						(1)						(1)
Total												$	(1)					$	(1)					$	(1)					$	(2)

						Location of Gain / (Loss) Recognized in the Unaudited Condensed Consolidated Statements of Income						Gain / (Loss) Recognized in Income for Derivatives Not Designated as Hedging Instruments
									Three Months Ended December 31,												Six Months Ended December 31,
($ in millions)									2024						2023						2024						2023
Derivatives not designated as hedging instruments
Forward exchange contracts						Other income/(expenses), net						$	(2)					$	6					$	(2)					$	8
Interest rate swaps						Other income/(expenses), net						1						(6)						—						(9)
Total												$	(1)					$	—					$	(2)					$	(1)

						Location of Gain / (Loss) Recognized in the Unaudited Condensed Consolidated Statements of Income						Gain / (Loss) Recognized in Income for Derivatives in Fair Value Hedging Relationships
									Three Months Ended December 31,												Six Months Ended December 31,
($ in millions)									2024						2023						2024						2023
Derivatives in fair value hedging relationships
Interest rate swaps						Interest expense						$	(19)					$	25					$	6					$	14
Cross currency swaps (1)						Interest expense						4						—						7						—
Cross currency swaps						Other income/(expenses), net						38						—						3						—
Total												$	23					$	25					$	16					$	14

(1)Represents the gains for amounts excluded from the effectiveness testing.

Note 11 - Components of Net Periodic Benefit Cost

Net periodic benefit cost for defined benefit plans included the following components:

						Three Months Ended December 31,												Six Months Ended December 31,
($ in millions)						2024						2023						2024						2023
Service cost						$	3					$	5					$	7					$	9
Interest cost						13						12						26						25
Expected return on plan assets						(13)						(14)						(26)						(28)
Amortization of actuarial loss						2						1						3						2
Amortization of prior service credit						(1)						(1)						(2)						(2)
Settlement costs						1						—						1						1
Net periodic benefit cost						$	5					$	3					$	9					$	7

Service cost is included in operating income. All other components of net periodic benefit cost are recorded within other non-operating income/(expenses), net.

Settlement costs for the three months ended December 31, 2024, relate to payments made to certain eligible active and terminated vested participants, in one of the Company's closed principal funded defined benefit plans in the United States (the "U.S. Plan"), who opted to receive a lump-sum payment. The settlement reduced both the projected benefit obligation and fair value of plan assets of the U.S. Plan by $27 million and resulted in a non-cash settlement charge of approximately $2 million related to the accelerated recognition of unamortized net actuarial losses in accumulated other comprehensive loss. This loss was partially offset by a non-cash settlement gain of approximately $1 million following the sale of Bericap.

Note 12 - Debt

In connection with the contemplated Merger (refer to Note 3, "Pending Merger with Berry Global Group, Inc."), the Company entered into a commitment letter with lending institutions, dated as of November 19, 2024, to provide a 364-day senior unsecured bridge loan facility (the "Bridge Facility") in an aggregate principal amount of up to $3.0 billion to fund the repayment of certain outstanding debt of Berry upon the closing of the Merger, and the payment of fees and expenses related to the Merger. The Company paid a commitment fee of $11 million on the Bridge Facility in the three months ended December 31, 2024. The principal amount will be available in a single drawing on the closing date of the Merger. The Bridge Facility is subject to customary terms and conditions.

As of December 31, 2024, the Company had not converted the commitment into a Bridge Facility and therefore there were no outstanding borrowings on the Bridge Facility. If the Company obtains additional funding by issuing securities or obtaining other loans, the amount of the Bridge Facility will be correspondingly reduced.

Note 13 - Income Taxes

The provision for income taxes for the three and six months ended December 31, 2024 and 2023 is based on the Company’s estimated annual effective tax rate for the respective fiscal years which is applied on income before income taxes and equity in income/(loss) of affiliated companies, and is adjusted for specific items that are required to be recognized in the period in which they are incurred.

The effective tax rate for the three months ended December 31, 2024, increased by 8.9 percentage points compared to the three months ended December 31, 2023 from 17.0% to 25.9%, primarily due to the tax impact of the divestiture of Bericap in the current period, and differences in the magnitudes of non-deductible expenses and discrete events between the periods.

The effective tax rate for the six months ended December 31, 2024, increased by 3.3 percentage points compared to the six months ended December 31, 2023 from 18.7% to 22.0%, primarily due to the tax impact of the divestiture of Bericap in the current period, and differences in the magnitudes of non-deductible expenses and discrete events between the periods.

Note 14 - Shareholders' Equity

The changes in ordinary and treasury shares during the six months ended December 31, 2024, and 2023 were as follows:

						Ordinary Shares												Treasury Shares
(shares and $ in millions)						Number of Shares						Amount						Number of Shares						Amount
Balance as of June 30, 2023						1,448						$	14					1						$	(12)
Share buyback / cancellations						(3)						—						—						—
Shares vested						—						—						(4)						49
Purchase of treasury shares						—						—						4						(48)
Balance as of December 31, 2023						1,445						$	14					1						$	(11)
Balance as of June 30, 2024						1,445						$	14					1						$	(11)
Options exercised and shares vested						—						—						(4)						48
Purchase of treasury shares						—						—						4						(47)
Balance as of December 31, 2024						1,445						$	14					1						$	(10)

The changes in the components of accumulated other comprehensive loss, net of tax, during the six months ended December 31, 2024, and 2023 were as follows:

						Foreign Currency Translation						Net Investment Hedge						Pension						Effective Derivatives						Total Accumulated Other Comprehensive Loss
($ in millions)
Balance as of June 30, 2023						$	(823)					$	(13)					$	(10)					$	(16)					$	(862)
Other comprehensive income before reclassifications						31						—						—						1						32
Amounts reclassified from accumulated other comprehensive loss						—						—						1						2						3
Net current period other comprehensive income						31						—						1						3						35
Balance as of December 31, 2023						$	(792)					$	(13)					$	(9)					$	(13)					$	(827)
Balance as of June 30, 2024						$	(931)					$	(13)					$	(55)					$	(21)					$	(1,020)
Other comprehensive loss before reclassifications						(113)						—						(4)						(8)						(125)
Amounts reclassified from accumulated other comprehensive loss						8						—						2						1						11
Net current period other comprehensive loss						(105)						—						(2)						(7)						(114)
Balance as of December 31, 2024						$	(1,036)					$	(13)					$	(57)					$	(28)					$	(1,134)

The following tables provide details of amounts reclassified from AOCI into income:

						Three Months Ended December 31,												Six Months Ended December 31,
($ in millions)						2024						2023						2024						2023
Amortization of pension:
Amortization of prior service credit						$	(1)					$	(1)					$	(2)					$	(2)
Amortization of actuarial loss						2						1						3						2
Effect of pension settlement						1						—						1						1
Total before tax effect						2						—						2						1
Tax effect						—						—						—						—
Total net of tax						$	2					$	—					$	2					$	1
Losses on cash flow hedges:
Commodity contracts						$	1					$	—					$	—					$	1
Forward exchange contracts						—						1						—						—
Treasury locks						—						—						1						1
Total before tax effect						1						1						1						2
Tax effect						—						—						—						—
Total net of tax						$	1					$	1					$	1					$	2
Losses on foreign currency translation
Foreign currency translation adjustment						$	8					$	—					$	8					$	—
Total before tax effect						8						—						8						—
Tax effect						—						—						—						—
Total net of tax						$	8					$	—					$	8					$	—

Forward contracts to purchase own shares

The Company's employee share plans require the delivery of shares to employees in the future when rights vest or vested options are exercised. The Company currently acquires shares on the open market to deliver shares to employees to satisfy vesting or exercising commitments which exposes the Company to market price risk.

To protect the Company from share price volatility, the Company has entered into forward contracts for the purchase of its ordinary shares. As of December 31, 2024, the Company had forward contracts outstanding that were entered into in September 2022 and mature in March 2025 to purchase 2 million shares at a weighted average price of $12.16. As of June 30, 2024, the Company had forward contracts outstanding that were entered into in September 2022 and matured in September 2024 to purchase 6 million shares at a weighted average price of $12.11. During the six months ended December 31, 2024, the Company settled 4 million shares which related to outstanding forward contracts as of June 30, 2024.

The forward contracts to purchase the Company's own shares have been included in other current liabilities in the unaudited condensed consolidated balance sheets. Equity is reduced by an amount equal to the fair value of the shares at inception. The carrying value of the forward contracts at each reporting period was determined based on the present value of the cost required to settle the contracts.

Note 15 - Segments

The Company's business is organized and presented in the two reportable segments outlined below:

Flexibles: Consists of operations that manufacture flexible and film packaging in the food and beverage, medical and pharmaceutical, fresh produce, snack food, personal care, and other industries.

Rigid Packaging: Consists of operations that manufacture rigid containers for a broad range of predominantly beverage and food products, including carbonated soft drinks, water, juices, sports drinks, milk-based beverages, spirits and wine, sauces, dressings, spreads and personal care items, and plastic caps for a wide variety of applications.

Other consists of the Company's undistributed corporate expenses, including executive and functional compensation costs, equity method and other investments, intercompany eliminations, and other business activities.

The accounting policies of the reportable segments are the same as those in the unaudited condensed consolidated financial statements. Intersegment sales and transfers are not significant.

The following table presents information about reportable segments:

						Three Months Ended December 31,												Six Months Ended December 31,
($ in millions)						2024						2023						2024						2023
Flexibles						$	2,511					$	2,481					$	5,062					$	5,049
Rigid Packaging						730						770						1,532						1,645
Net sales						$	3,241					$	3,251					$	6,594					$	6,694
Adjusted earnings before interest and taxes ("Adjusted EBIT")
Flexibles						$	322					$	312					$	651					$	634
Rigid Packaging						53						51						115						113
Other						(12)						(11)						(38)						(38)
Adjusted EBIT						363						352						728						709
Less: Amortization of acquired intangible assets from business combinations (1)						(40)						(43)						(79)						(83)
Less: Impact of hyperinflation (2)						(3)						(34)						(5)						(51)
Less: Restructuring and related expenses, net (3)						(23)						(24)						(29)						(52)
Less: Other (4)						—						(9)						(7)						(13)
Interest income						9						11						20						21
Interest expense						(81)						(89)						(167)						(174)
Equity in (income)/loss of affiliated companies, net of tax						(1)						1						(1)						2
Income before income taxes and equity in (income)/loss of affiliated companies						$	224					$	165					$	460					$	359

(1)Amortization of acquired intangible assets from business combinations includes amortization expenses related to all acquired intangible assets from past acquisitions.

(2)Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the functional currency was the Argentine Peso.

(3)Restructuring and related expenses, net, primarily includes costs incurred in connection with the 2023 Restructuring Plan. Refer to Note 6 - "Restructuring" for further information.

(4)Other includes, for the three and six months ended December 31, 2024, various expense and income items primarily relating to a pre-tax gain on the disposal Bericap of $15 million, offset by transaction costs related to the announced Merger of $10 million, and a loss on disposal of a non-core business. Refer to Note 3 - "Pending Merger with Berry Global Group, Inc." and Note 4 - "Acquisitions and Disposals" for further information. For the three and six months ended December 31, 2023, Other includes various expense and income items relating to acquisitions, retroactive foil duties, certain litigation reserve settlements, and fair value movements on economic hedges.

The following tables disaggregate net sales by geography in which the Company operates based on manufacturing or selling operations:

						Three Months Ended December 31,
						2024																		2023
($ in millions)						Flexibles						Rigid Packaging						Total						Flexibles						Rigid Packaging						Total
North America						$	980					$	519					$	1,499					$	951					$	549					$	1,500
Latin America						250						211						461						265						221						486
Europe						857						—						857						864						—						864
Asia Pacific						424						—						424						401						—						401
Net sales						$	2,511					$	730					$	3,241					$	2,481					$	770					$	3,251
						Six Months Ended December 31,
						2024																		2023
($ in millions)						Flexibles						Rigid Packaging						Total						Flexibles						Rigid Packaging						Total
North America						$	2,011					$	1,124					$	3,135					$	1,975					$	1,225					$	3,200
Latin America						521						408						929						550						420						970
Europe						1,695						—						1,695						1,722						—						1,722
Asia Pacific						835						—						835						802						—						802
Net sales						$	5,062					$	1,532					$	6,594					$	5,049					$	1,645					$	6,694

Note 16 - Earnings Per Share Computations

The Company applies the two-class method when computing its earnings per share ("EPS"), which requires that net income per share for each class of share be calculated assuming all of the Company's net income is distributed as dividends to each class of share based on their contractual rights.

Basic EPS is computed by dividing net income available to ordinary shareholders by the weighted-average number of ordinary shares outstanding after excluding the ordinary shares to be repurchased using forward contracts. Diluted EPS includes the effects of share options, restricted share units, performance rights, performance shares, and share rights, if dilutive.

						Three Months Ended December 31,												Six Months Ended December 31,
(in millions, except per share amounts)						2024						2023						2024						2023
Numerator
Net income attributable to Amcor plc						$	163					$	134					$	354					$	286
Distributed and undistributed earnings attributable to shares to be repurchased						—						(1)						(1)						(1)
Net income available to ordinary shareholders of Amcor plc—basic and diluted						$	163					$	133					$	353					$	285
Denominator
Weighted-average ordinary shares outstanding						1,445						1,444						1,445						1,445
Weighted-average ordinary shares to be repurchased by Amcor plc						(2)						(5)						(3)						(6)
Weighted-average ordinary shares outstanding for EPS—basic						1,443						1,439						1,442						1,439
Effect of dilutive shares						3						1						3						1
Weighted-average ordinary shares outstanding for EPS—diluted						1,446						1,440						1,445						1,440
Per ordinary share income
Basic earnings per ordinary share						$	0.113					$	0.093					$	0.245					$	0.198
Diluted earnings per ordinary share						$	0.113					$	0.092					$	0.244					$	0.198

Note: Per share amounts are computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding and all other quarterly amounts may not equal the total year due to rounding.

Certain stock awards outstanding were not included in the computation of diluted earnings per share above because they would not have had a dilutive effect. The excluded stock awards represented an aggregate of 17 million and 18 million shares for the three and six months ended December 31, 2024, respectively. The excluded stock awards represented an aggregate of 35 million and 31 million shares, for the three and six months ended December 31, 2023, respectively.

Note 17 - Contingencies and Legal Proceedings

Contingencies - Brazil

The Company's operations in Brazil are involved in various governmental assessments and litigation, principally related to claims for excise and income taxes. The Company vigorously defends its positions and believes it will prevail on most, if not all, of these matters. The Company does not believe that the ultimate resolution of these matters will materially impact the Company's consolidated results of operations, financial position, or cash flows. Under customary local regulations, the Company's Brazilian subsidiaries may need to post cash or other collateral if a challenge to any administrative assessment proceeds to the Brazilian court system; however, the level of cash or collateral already pledged or potentially required to be pledged would not significantly impact the Company's liquidity. As of December 31, 2024, the Company has recorded accruals of $11 million, included in other non-current liabilities in the unaudited condensed consolidated balance sheets. The Company has estimated a reasonably possible loss exposure in excess of the recorded accrual of $21 million as of December 31, 2024. The litigation process is subject to many uncertainties and the outcome of individual matters cannot be accurately predicted. The Company routinely assesses these matters as to the probability of ultimately incurring a liability and records the best estimate of the ultimate loss in situations where the likelihood of an ultimate loss is probable. The Company's assessments are based on its knowledge and experience, but the ultimate outcome of any of these matters may differ from the Company's estimates.

As of December 31, 2024, the Company provided letters of credit of $12 million, judicial insurance of $1 million, and deposited cash of $13 million with the courts to continue to defend the cases referenced above.

Contingencies - Environmental Matters

The Company, along with others, has been identified as a potentially responsible party ("PRP") at several waste disposal sites under U.S. federal and related state environmental statutes and regulations and may face potentially material environmental remediation obligations. While the Company benefits from various forms of insurance policies, actual coverage may not, or may only partially, cover the total potential exposures. As of December 31, 2024, the Company has recorded aggregate accruals of $9 million for its share of estimated future remediation costs at these sites.

In addition to the matters described above, as of December 31, 2024, the Company has also recorded aggregate accruals of $37 million for potential liabilities for remediation obligations at various worldwide locations that are owned or operated by the Company, or were formerly owned or operated.

The SEC requires the Company to disclose certain information about proceedings arising under federal, state, or local environmental provisions if the Company reasonably believes that such proceeding may result in monetary sanctions above a stated threshold. Pursuant to SEC regulations, the Company uses a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required. Applying this threshold, there are no environmental matters required to be disclosed for the three and six months ended December 31, 2024.

While the Company believes that its accruals are adequate to cover its future obligations, there can be no assurance that the ultimate payments will not exceed the accrued amounts. Nevertheless, based on the available information, the Company does not believe that its potential environmental obligations will have a material adverse effect upon its liquidity, results of operations, or financial condition.

Other Matters

In the normal course of business, the Company is subject to legal proceedings, lawsuits, and other claims. While the potential financial impact with respect to these ordinary course matters is subject to many factors and uncertainties, management believes that any financial impact to the Company from these matters, individually and in the aggregate, would not have a material adverse effect on the Company's financial position or results of operations.

Note 18 - Subsequent Events

On February 4, 2025, the Company's Board of Directors declared a quarterly cash dividend of $0.1275 per share to be paid on March 18, 2025 to shareholders of record as of February 26, 2025. Amcor has received a waiver from the Australian Securities Exchange ("ASX") settlement operating rules, which will allow Amcor to defer processing conversions between ordinary share and CHESS Depositary Instrument ("CDI") registers from February 25, 2025 to February 26, 2025, inclusive.