Annual Report 2024
Amcor
plc
Annual
Report
2024
People. Purpose. Progress.
2 Contents Contents 2
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Amcor Annual Report 2024 Amcor Annual Report 2024
Contents 3
Amcor Annual Report 2024
Welcome message 4
Message from the Chairman
of the Board and the CEO
Dear shareholders, Our People are critical to Amcor’s continued success
and safety is our number-one core value. We have built a
As we reflect on our 2024 fiscal year, we begin by thanking
talented and resilient workforce by investing in health and
Amcor’s people around the world for their continued
safety, training, technology and leadership development.
dedication and focus. With geopolitical uncertainties,
We are proud to report another year of strong progress
significant destocking through the supply chain and rapidly
towards our ultimate objective of zero injuries, with a
rising inflation early in the year, our operating environment
12% reduction in injuries and more than 70% of our sites
has been anything but stable. In response, we stayed close
remaining injury-free for 12 months or more. Listening to
to our stakeholders across the business, which allowed us
constructive feedback from our people is another important
to adapt as we navigated variable market conditions and
element of our success. More than 90% of our global
finish the year with strong earnings momentum.
workforce participated in our fiscal 2024 engagement
survey, providing valuable insights into what we are doing
We are committed to delivering long-term shareholder
well and where we have opportunities to improve.
value and we increased our compelling dividend once
again in fiscal 2024. Additionally, since 2020 we have
repurchased approximately 11% of Amcor’s outstanding “We are committed to
shares while maintaining our investment grade balance
delivering long-term shareholder
sheet. Importantly, we expect solid adjusted earnings
growth in fiscal 2025, and combined with our historical value and we increased our
average dividend yield, Amcor is well positioned to deliver
compelling dividend once
total annual value in line with our 10% to 15% shareholder
value creation model range.
again in fiscal 2024.”
Amcor Annual Report 2024
Welcome message 5
At Amcor, we have a strong sense of Purpose. We promote, “Our journey this year reflects a
protect and preserve our customers’ products through
resolute dedication to and focus
innovative and highly differentiated packaging solutions
that are better for the environment than other alternatives. on our People, our Purpose
Our product design and greenhouse gas reduction initiatives
and our Progress.”
are clear examples of how our actions align with broader
societal and environmental goals and our customers’ needs.
Using a range of substrates, we are focused on contributing
In fiscal 2024, this included investments in the rapidly
to the creation of a truly circular economy for our industry,
growing India market and installation of new, state-of-the
while also offering differentiated solutions to facilitate
art equipment to serve the fast-growing, high-value dairy
growth for our customers as they seek to transform
category in North America, both of which position us to
the sustainability profile of their packaging portfolios.
capture new opportunities for sustainable growth.
In May 2024, we opened our fourth world-class Innovation
Center in Belgium, bringing together the brightest minds Our journey this year reflects a resolute dedication to and
in packaging design and material science with state-of-the- focus on our People, our Purpose and our Progress. We
art technology to offer our customers a complete brand have faced challenges head-on, made significant efficiency
solution, from concept to commercial launch. and productivity improvements, returned $750 million of
cash to our shareholders, invested in growth and maintained
By integrating sustainable practices into every aspect of our
our industry leading focus on innovation and sustainability.
operations, we are ensuring our products contribute to a
We are confident that our ongoing efforts will drive future
more sustainable future and we are focused on developing
success and deliver continued value to our shareholders.
solutions that have a lower carbon footprint and support
a circular economy for packaging. Currently, almost all of Thank you for your continued trust and support in Amcor.
our Rigid Packaging and cartons portfolios are recyclable,
compostable or reusable, and in Flexible Packaging,
approximately 90% of our portfolio is recyclable or has a
recycle-ready alternative. We also continue to increase the
use of recycled material in our packaging solutions and we
are confident in achieving our goal of 30% recycled content
Graeme Liebelt,
usage across our product portfolio by 2030. Chairman
Amcor demonstrated significant resilience through a
challenging 2023 calendar year and made substantial
Progress through fiscal 2024, delivering a year of strong
margin expansion with earnings momentum building
through the year. Our disciplined focus on managing costs
Peter Konieczny,
resulted in annualized cost savings of more than $440
Chief Executive Officer
million, helping mitigate the impact of inflation and variable
customer and consumer demand. We are encouraged by
a return to volume growth in the fourth quarter of fiscal
2024 after a period of soft customer demand. To help
ensure we maintain momentum and position Amcor for
sustained success, we continue to strategically invest in
our business, both organically and through acquisitions.
Amcor Annual Report 2024
At a glance 6
Amcor at a glance - fiscal year 2024
Global sales USD
Flexibles Rigid packaging
~13.6bn 76% 24%
Employees
Countries Sites
~41,000 40 212
Global sales 48% 22% 27% 3%
by region
North Western Emerging Australia &
America Europe markets New Zealand
Our business
Flexibles Rigid packaging
Amcor’s Flexibles Amcor’s Rigid Packaging business is
business has a global one of the world’s largest suppliers
presence and is one of plastic containers and closures.
of the world’s largest
Overview 2024
developers and suppliers
of flexible packaging and Sales USD3.3 billion
specialty folding cartons. Number of plants 52
Countries 11
Overview 2024 Employees ~5,000
Sales USD10.3 billion
End markets
Number of plants 160*
Countries 36 The business develops and
Employees ~36,000* produces rigid containers
and closures for food,
End markets beverage, spirits, home
The business develops and produces and personal care, and
flexible packaging for food, beverage, healthcare products.
pharmaceutical, medical, home and
personal care, and other products.
*I ncludes sites and employees
i*n In ccolurpdoersa tseit feusn acntido nesm.ployees
in corporate functions.
Note: All amounts referenced
throughout this document are
in US dollars unless otherwise
indicated and numbers may not
add up precisely to the totals
provided due to rounding.
Amcor Annual Report 2024
At a glance 7
Winning To be THE leading
aspiration
global packaging company
Focused
portfolio Flexible Rigid Specialty
Closures
packaging packaging cartons
The Amcor
Way
Differentiated
capabilities that Talent Commercial Operational Innovation Cash and
enable us to win: Excellence Leadership Capital Discipline
Strong
foundation
for growth &
Global leader Proven Strong cash Increasing Compelling
value creation
in primary track record flow and investment and growing
packaging of growth balance for growth dividend
for consumer from priority sheet provide and building with current
staples and categories, ongoing momentum yield ~5%
healthcare emerging capacity
with a strong markets and to invest
track record innovation
EPS growth
+ Dividend yield
= 10-15% per year†
†Reflects long-term estimates
and actual outcomes in any
single financial year may
differ from estimates.
Amcor Annual Report 2024
Our strategy 8
Our Strategy
Amcor Annual Report 2024
Our strategy 9
Amcor is a global leader in developing Differentiated capabilities
and producing responsible packaging ‘The Amcor Way’ describes the capabilities deployed
consistently across Amcor that enable us to get leverage
solutions across a variety of materials for
across our portfolio: Talent, Commercial Excellence,
food, beverage, pharmaceutical, medical,
Operational Leadership, Innovation and Cash and Capital
home and personal-care, and other Discipline. Our values of Safety, Integrity, Collaboration,
products. People are what drives our Accountability and Results and Outperformance guide
our behavior, driving our winning aspiration to be
success, and we are winning when our
THE leading global packaging company.
people are safe, engaged and developing
as part of a high-performing team. Shareholder value creation
Through our portfolio of focused businesses and
As a global organization, our different perspectives deliver
differentiated capabilities, we generate strong cash flow
differentiated solutions that enable us to win for all of our
and redeploy cash to consistently create superior value for
stakeholders. Amcor works with leading companies around
shareholders. The nature of our consumer and healthcare
the world to protect products and the people who rely
end markets means that, over time, volatility should be
on them, differentiate brands and improve supply chains.
relatively low, measured on a constant currency basis.
The company offers a range of innovative, differentiating
Long-term, value creation has been strong and consistent
flexible and rigid packaging, specialty cartons, closures and
and has reflected a combination of dividends, organic
services. The company is focused on making packaging
growth in the base business and using free cash flow to
that is increasingly recyclable, reusable, lighter weight
pursue targeted acquisitions and/or returning cash to
and made using an increasing amount of recycled content.
shareholders via share buybacks.
In fiscal year 2024, 41,000 Amcor people generated
$13.6 billion in annual sales from operations that span
212 locations in 40 countries. Summary
Amcor has maintained a consistent strategy and
Strategy business model. We have a unique combination of talented
people, differentiated capabilities, scale and global reach.
Our business strategy consists of three components:
Our innovation excellence and global packaging expertise
a focused portfolio, differentiated capabilities, and our
enable us to solve packaging challenges around the world
aspiration to be THE leading global packaging company.
every day, producing packaging that is more functional,
To fulfil our aspiration, we are determined to win for our
appealing and cost effective. These powerful competitive
customers, employees, shareholders and the environment.
advantages enable us to better serve our customers and
their consumers, and importantly, to develop and deliver
Focused portfolio
packaging that best protects the environment.
Our business portfolio shares certain important By remaining focused on our strategy and our unique
characteristics: value proposition for customers, the company expects
to continue to grow and drive strong returns for
- A focus on primary packaging for fast-moving
shareholders and other stakeholders.
consumer goods and industrial applications.
- Good industry structure.
- Attractive relative growth.
- Multiple paths for us to win through our leadership “ In fiscal year 2024, 41,000
position, scale and ability to differentiate our product
Amcor people generated
offering through innovation.
$13.6 billion in annual sales
These criteria have led us to the focused portfolio of
strong businesses we have today across: flexible and from operations that span
rigid packaging, specialty cartons and closures.
212 sites in 40 countries.”
Amcor Annual Report 2024
Sustainability and innovation 10
Sustainability
and Innovation
Amcor Annual Report 2024
Sustainability and innovation 11
With millions of people interacting with program, whose fiscal 2024 winners include technologies
leveraging artificial intelligence for advancements in
our products every day, we understand
waste management.
our responsibility to both people and
We also invest in partnerships to build capacity and
planet. We are committed to delivering
drive demand for recycled materials, which is a crucial
product innovations that address the
step in closing the loop to create a circular economy for
needs of our customers, consumers packaging. In fiscal 2024, we achieved our goal of using
and the environment, while driving 10% postconsumer recycled resins in our product portfolio,
one year ahead of our 2025 target.
value for our stakeholders.
We continue developing new partnerships with recyclers
In fiscal 2024, we accelerated our momentum in key areas and suppliers of recycled materials to ensure strong supply
to help reduce Amcor’s environmental impact while keeping pipelines across our global markets. One such partnership
our products in the economy and out of the environment. will enhance our ability to purchase mechanically recycled
Our expertise in developing more responsible packaging polyethylene resin for use in flexible packaging films across
across a range of materials, combined with our ambitious North America, while another will enable us to source
sustainability goals and global presence, makes us a partner additional advanced recycled material beginning in 2025
of choice for market-leading brands and is a key opportunity that will enable packaging solutions using recycled content
that fuels our continued growth. for food and healthcare customers in key markets in Asia
Pacific. Combined, these partnerships will help Amcor take
another important step toward achieving our target of using
Product innovation
at least 30% recycled content across our portfolio by 2030.
Bringing new solutions to market requires close partnership
with our customers. Some notable collaborations in fiscal Industry collaboration
2024 include a number of customer launches of our
AmFiber™ solutions across regions, the introduction of Sustainability informs every aspect of Amcor’s operational
our curbside-recyclable AmFiber™ Performance Paper activities, from sourcing to manufacturing, and collaboration
packaging in North America, as well as our partnership with across the supply chain is key to achieving our sustainability
an iconic chocolate brand to transition to 50% food-grade goals. For nearly two decades, our EnviroAction program
recycled packaging in Australia. has driven continuous reduction of our carbon footprint,
elimination of waste and minimization of water usage.
Additionally, we marked several firsts, including launching In January 2024, our near-term science-based targets for
our first-ever one-liter carbonated soft drink stock bottle greenhouse gas (GHG) emission reduction were validated
made from 100% post-consumer recycled (PCR) material. by the Science-Based Targets initiative. Our net-zero
We partnered with a cosmetics, skin care and personal science-based targets were subsequently validated by the
care pioneer in China to launch AmPrima™ Plus refill same organization in September 2024, committing Amcor
pouches for its line of shower gels, marking the first refill to reach net-zero GHG emissions across the value chain
pouch with recycle-ready material. And, we announced by 2050. We developed and published a decarbonization
the introduction of more than 90% recycled tin into our roadmap to clarify our strategy and guide our efforts to
premium tin capsules and sparkling foils range. reduce GHG emissions as we work to achieve our science-
based targets. Our procurement team continues to focus
Our innovations were recognized by leading organizations,
closely on reducing GHG emissions from our supply chain,
including receiving eight Flexible Packaging Achievement
and we hosted our second annual Supplier Sustainability
Awards for innovative and sustainable contributions to
Summit focused on GHG reduction in January 2024.
the industry. Our AmPrima® packaging solution also won
the Manufacturing and Consumer Goods category of We are pleased that, this year, Amcor was recognized
the Australian Financial Review Sustainability Leaders for our sustainability leadership by FTSE4Good, the
List for 2024. Institutional Shareholder Services ESG program and
Sustainalytics. We were also included in Moody’s ESG
Strategic investment Investment Register, the DJSI Australia Index and S&P
Sustainability Yearbook 2024, received a B score in
Annually, we invest approximately $100 million in research
the CDP’s Climate Change rating, an EcoVadis Gold
and development to help drive long-term growth. We support
rating and an A rating from MSCI.
the next generation of innovators through our Amcor Lift-Off
Amcor Annual Report 2024
Amcor fiscal 2024 operating review 12
Amcor fiscal 2024 operating review
Highlights
- Net sales of $13,640 million;
- GAAP Net Income of $730 million; GAAP diluted EPS of 50.5 cps;
- Adjusted EPS of 70.2 cps and Adjusted EBIT of $1,560 million;
- Adjusted Free Cash Flow of $952 million, up >$100 million or 12% on last year;
- Cash returns to shareholders of approximately $750 million: annual dividend increased to 50.0 cents per share and $30 million
of shares repurchased; and
- Fiscal 2025 outlook: Adjusted EPS of 72-76 cents per share; Adjusted Free Cash Flow of $900-1,000 million.
Key Financials1
Twelve Months Ended June 30
GAAP results 2023 $ million 2024 $ million
Net sales 14,694 13,640
Net income 1,048 730
EPS (diluted US cents) 70.5 50.5
Twelve Months Ended June 30
Comparable
Adjusted non-GAAP results 2023 $ million 2024 $ million Reported ∆% constant currency ∆%
Net sales 14,694 13,640 (7) (6)
EBITDA 2,018 1,962 (3) (1)
EBIT 1,608 1,560 (3) (1)
Net income 1,089 1,015 (7) (5)
EPS (diluted US cents) 73.3 70.2 (4) (2)
Free Cash Flow 848 952
(1) Adjusted non-GAAP results exclude items which are not considered representative of ongoing operations. Comparable constant currency ∆% excludes the impact of movements in
foreign exchange rates and items affecting comparability. Further details related to non-GAAP measures and reconciliations to GAAP measures can be found under “Presentation of
non-GAAP information” in this release.
Amcor Annual Report 2024
Amcor fiscal 2024 operating review 13
Shareholder returns During fiscal 2024, the Company returned approximately
$750 million to shareholders through cash dividends and
Capital allocation
share repurchases.
Amcor generates significant annual cash flow and
is committed to an investment grade credit rating. Share repurchases
We believe that the Company’s strong annual cash flow Amcor repurchased approximately 3 million shares during
and balance sheet provide capacity to reinvest in the fiscal 2024 for a total cost of approximately $30 million.
business for organic growth, pursue acquisitions or share
repurchases and return cash to shareholders through
a compelling and growing dividend.
2024 Financial Results
Segment Information
Twelve Months Ended June 30, 2023 Twelve Months Ended June 30, 2024
Adjusted Net sales EBIT EBIT / EBIT / Average Net sales EBIT EBIT / EBIT / Average
non-GAAP results $ million $ million Sales % funds employed %1 $ million $ million Sales % funds employed %1
Flexibles 11,154 1,429 12.8 10,332 1,395 13.5
Rigid Packaging 3,540 265 7.5 3,308 259 7.8
Other2 – (86) – (94)
Total Amcor 14,694 1,608 10.9 15.4 13,640 1,560 11.4 14.9
(1) Return on average funds employed includes shareholders’ equity and net debt, calculated using a four quarter average and last twelve months adjusted EBIT.
(2) Represents corporate expenses.
Twelve months ended June 30, 2024 Net sales on a comparable constant currency basis
were 6% lower than last year reflecting approximately
Net sales of $13,640 million were 7% lower than
5% lower volumes and an unfavorable price/mix impact
last year on a reported basis, including a favorable
of approximately 1%.
impact of approximately 1% related to movements
in foreign exchange rates, an unfavorable impact of Adjusted EBIT of $1,560 million was 1% lower than last
approximately 1% related to items affecting comparability, year on a comparable constant currency basis, reflecting
and an unfavorable impact of 1% related to the pass lower volumes and unfavorable impacts from price/mix,
through of lower raw material costs of approximately partly offset by strong cost performance.
$220 million.
Amcor Annual Report 2024
Amcor fiscal 2024 operating review 14
Flexibles
Twelve Months Ended June 30
Comparable
2023 $ million 2024 $ million Reported ∆% constant currency ∆%
Net sales 11,154 10,332 (7) (6)
Adjusted EBIT 1,429 1,395 (2) –
Adjusted EBIT / Sales % 12.8 13.5
Twelve months ended June 30, 2024
Net sales of $10,332 million were 7% lower than last In North America, net sales declined at mid to high
year on a reported basis, including a favorable impact single digit rates driven by lower volumes and an
of approximately 1% related to movements in foreign unfavorable price/mix impact. Volumes were higher in
exchange rates, an unfavorable impact of approximately the condiments, snacks and cheese categories and this
1% related to items affecting comparability and an was more than offset by lower volumes in categories
unfavorable impact of 1% related to the pass through of including healthcare, meat and liquid beverage.
lower raw material costs of approximately $180 million.
In Europe, net sales declined at high single digit rates
On a comparable constant currency basis, net sales were
primarily driven by lower volumes. Volumes were lower
6% lower, reflecting an unfavorable price/mix impact of
mainly in the healthcare, snacks & confectionary,
approximately 2% and lower volumes of approximately
coffee and yoghurt end markets.
4%. Volume weakness largely reflects lower market and
customer demand and destocking particularly through the
Across the Asian region, volumes were higher than
first half of the year. The trajectory of volumes improved
the prior year with growth in Thailand, India and China,
significantly through the second half of the year, returning
partly offset by lower volumes in the South East Asian
to year over year growth in the June quarter.
healthcare business. In Latin America, net sales declined
at mid single digit rates, driven by lower volumes mainly
in Chile and Mexico, partly offset by growth in Brazil.
Adjusted EBIT of $1,395 million was in line with last
year on a comparable constant currency basis, reflecting
lower volumes and unfavorable impacts from price/mix,
partly offset by benefits from restructuring initiatives
and ongoing actions taken to lower costs and increase
productivity. Adjusted EBIT margin of 13.5% was higher
than the prior year notwithstanding weaker volumes
and a 30 basis point unfavorable impact compared to
the prior year related to the sale of the Russian business
in December 2022.
Amcor Annual Report 2024
Amcor fiscal 2024 operating review 15
Rigid Packaging
Twelve Months Ended June 30
Comparable
2023 $ million 2024 $ million Reported ∆% constant currency ∆%
Net sales 3,540 3,308 (7) (6)
Adjusted EBIT 265 259 (2) (4)
Adjusted EBIT / Sales % 7.5 7.8
Twelve months ended June 30, 2024
Net sales of $3,308 million were 7% lower than last year This mainly reflects a combination of lower consumer
on a reported basis, including an unfavorable impact of and customer demand, as well as significant destocking
1% related to the pass through of lower raw material particularly through the first half of the year.
costs of approximately $40 million. Movements in foreign
In Latin America, volumes were 3% higher than last
exchange rates had a favorable impact on net sales of
year, reflecting new business wins with a broad range of
less than 1%. On a comparable constant currency basis,
customers in Brazil and Colombia, partly offset by lower
net sales were 6% lower than last year, reflecting price/
volumes in Argentina. Specialty Container volumes were
mix benefits of approximately 2% and volumes were
lower than last year.
approximately 8% lower than last year.
Adjusted EBIT of $259 million was 4% lower than last year
In North America, overall beverage volumes were 12%
on a comparable constant currency basis, reflecting lower
lower than last year, including a reduction in hot fill
volumes partly offset by price/mix benefits and favorable
beverage container volumes of approximately 13%.
cost performance.
Amcor Annual Report 2024
Form 10-K 16
UNITED STATES Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
SECURITIES AND EXCHANGE COMMISSION
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Washington, D.C. 20549
Act. Yes ☐ No ☒
FORM 10-K
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
For the fiscal year ended June 30, 2024
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
or shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
For the transition period from __________ to __________ "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ☒ Smaller Reporting Company ☐
Commission File Number 001-38932
Accelerated Filer ☐ Emerging Growth Company ☐
Non-Accelerated Filer ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
AMCOR PLC If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
(Exact name of registrant as specified in its charter)
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
Jersey 98-1455367
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) pursuant to §240.10D-1(b). ☐
83 Tower Road North Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐ No ☒
Warmley, Bristol
United Kingdom BS30 8XP
The aggregate market value of the ordinary shares held by non-affiliates of the registrant, computed by reference to the
(Address of principal executive offices) (Zip Code) closing price of such shares as of the last business day of the registrant’s most recently completed second quarter, was
$13.9 billion.
Registrant’s telephone number, including area code: +44 117 9753200
As of August 14, 2024, the Registrant had 1,445,343,212 shares issued and outstanding.
Securities registered pursuant to Section 12(b) of the Act:
DOCUMENTS INCORPORATED BY REFERENCE
Name of each exchange
Title of each class Trading symbol(s)
on which registered Certain information required for Part III of this Annual Report on Form 10-K is incorporated by reference to the
Ordinary Shares, par value $0.01 per share AMCR New York Stock Exchange Amcor plc definitive Proxy Statement for its 2024 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
1.125% Guaranteed Senior Notes Due 2027 AUKF/27 New York Stock Exchange
Amcor plc’s fiscal year end.
5.450% Guaranteed Senior Notes Due 2029 AMCR/29 New York Stock Exchange
3.950% Guaranteed Senior Notes Due 2032 AMCR/32 New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
Amcor Annual Report 2024
Form 10-K 17
UNITED STATES Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
SECURITIES AND EXCHANGE COMMISSION
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Washington, D.C. 20549
Act. Yes ☐ No ☒
FORM 10-K
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
For the fiscal year ended June 30, 2024
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
or shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
For the transition period from __________ to __________ "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ☒ Smaller Reporting Company ☐
Commission File Number 001-38932
Accelerated Filer ☐ Emerging Growth Company ☐
Non-Accelerated Filer ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
AMCOR PLC If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
(Exact name of registrant as specified in its charter)
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
Jersey 98-1455367
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) pursuant to §240.10D-1(b). ☐
83 Tower Road North Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐ No ☒
Warmley, Bristol
United Kingdom BS30 8XP
The aggregate market value of the ordinary shares held by non-affiliates of the registrant, computed by reference to the
(Address of principal executive offices) (Zip Code) closing price of such shares as of the last business day of the registrant’s most recently completed second quarter, was
$13.9 billion.
Registrant’s telephone number, including area code: +44 117 9753200
As of August 14, 2024, the Registrant had 1,445,343,212 shares issued and outstanding.
Securities registered pursuant to Section 12(b) of the Act:
DOCUMENTS INCORPORATED BY REFERENCE
Name of each exchange
Title of each class Trading symbol(s)
on which registered Certain information required for Part III of this Annual Report on Form 10-K is incorporated by reference to the
Ordinary Shares, par value $0.01 per share AMCR New York Stock Exchange Amcor plc definitive Proxy Statement for its 2024 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
1.125% Guaranteed Senior Notes Due 2027 AUKF/27 New York Stock Exchange
Amcor plc’s fiscal year end.
5.450% Guaranteed Senior Notes Due 2029 AMCR/29 New York Stock Exchange
3.950% Guaranteed Senior Notes Due 2032 AMCR/32 New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
Amcor Annual Report 2024
Form 10-K 18
Amcor plc Forward-Looking Statements
Annual Report on Form 10-K
Table of Contents Unless otherwise indicated, references to "Amcor," the "Company," "we," "our," and "us" in this Annual Report on
Form 10-K refer to Amcor plc and its consolidated subsidiaries.
Part I
Item 1. Business ....................................................................................................................................................... 5 This Annual Report on Form 10-K contains certain statements that are "forward-looking statements" within the
Item 1A. Risk Factors................................................................................................................................................. 12 meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements
are generally identified with words like "believe," "expect," "target," "project," "may," "could," "would," "approximately,"
Item 1B. Unresolved Staff Comments........................................................................................................................ 24
"possible," "will," "should," "intend," "plan," "anticipate," "commit," "estimate," "potential," "ambitions," "outlook," or
Item 1C. Cybersecurity............................................................................................................................................... 24
"continue," the negative of these words, other terms of similar meaning, or the use of future dates. Such statements are based on
Item 2. Properties..................................................................................................................................................... 24
the current expectations of the management of Amcor and are qualified by the inherent risks and uncertainties surrounding
Item 3. Legal Proceedings........................................................................................................................................ 25 future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks
Item 4. Mine Safety Disclosures.............................................................................................................................. 25 and uncertainties. Neither 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 occur. Risks and uncertainties that could cause actual results to differ from expectations include, but are not
Part II
limited to:
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Item 5. 26
Securities......................................................................................................................................................
• Changes in consumer demand patterns and customer requirements in numerous industries;
Item 6. [Reserved] .................................................................................................................................................... 28 • the loss of key customers, a reduction in their production requirements, or consolidation among key customers;
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations...................... 28 • significant competition in the industries and regions in which we operate;
• an inability to expand our current business effectively through either organic growth, including product innovation,
Item 7A. Quantitative and Qualitative Disclosures About Market Risk..................................................................... 45
investments, or acquisitions;
Item 8. Financial Statements and Supplementary Data ........................................................................................... 47 • challenging global economic conditions;
Report of Independent Registered Public Accounting Firm (PCAOB ID 1358)......................................... 47 • impacts of operating internationally;
• price fluctuations or shortages in the availability of raw materials, energy and other inputs, which could adversely
Consolidated Statements of Income............................................................................................................ 49
affect our business;
Consolidated Statements of Comprehensive Income .................................................................................. 50 • production, supply, and other commercial risks, including counterparty credit risks, which may be exacerbated in times
Consolidated Balance Sheets....................................................................................................................... 51 of economic volatility;
• pandemics, epidemics, or other disease outbreaks;
Consolidated Statements of Cash Flows...................................................................................................... 52
• an inability to attract, motivate, and retain our skilled workforce and manage key transitions;
Consolidated Statements of Equity.............................................................................................................. 53 • labor disputes and an inability to renew collective bargaining agreements at acceptable terms;
• physical impacts of climate change;
Notes to Consolidated Financial Statements............................................................................................... 54
• cybersecurity risks, which could disrupt our operations or risk of loss of our sensitive business information;
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...................... 107
• failures or disruptions in our information technology systems which could disrupt our operations, compromise
Item 9A. Controls and Procedures.............................................................................................................................. 107 customer, employee, supplier, and other data;
• a significant increase in our indebtedness or a downgrade in our credit rating could reduce our operating flexibility and
Item 9B. Other Information........................................................................................................................................ 107
increase our borrowing costs and negatively affect our financial condition and results of operations;
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections......................................................... 107 • rising interest rates that increase our borrowing costs on our variable rate indebtedness and could have other negative
impacts;
• foreign exchange rate risk;
Part III
• a significant write-down of goodwill and/or other intangible assets;
Item 10. Directors, Executive Officers and Corporate Governance .......................................................................... 108 • a failure to maintain an effective system of internal control over financial reporting;
Item 11. Executive Compensation............................................................................................................................. 109 • an inability of our insurance policies, including our use of a captive insurance company, to provide adequate protection
against all of the risks we face;
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters... 109
• an inability to defend our intellectual property rights or intellectual property infringement claims against us;
Item 13. Certain Relationships and Related Transactions, and Director Independence ............................................ 109 • litigation, including product liability claims or litigation related to Environmental, Social, and Governance ("ESG")
Item 14. Principal Accountant Fees and Services...................................................................................................... 109 matters, or regulatory developments;
• increasing scrutiny and changing expectations from investors, customers, suppliers, and governments with respect to
our ESG practices and commitments resulting in additional costs or exposure to additional risks;
Part IV • changing ESG government regulations including climate-related rules;
• changing environmental, health, and safety laws; and
Item 15. Exhibits and Financial Statement Schedules............................................................................................... 110
• changes in tax laws or changes in our geographic mix of earnings.
Exhibit Index................................................................................................................................................ 110
Item 16. Form 10-K Summary................................................................................................................................... 114 Additional factors that could cause actual results to differ from those expected are discussed in this Annual Report on
Signatures..................................................................................................................................................... 115 Form 10-K, including in the sections entitled "Item 1A. - Risk Factors" and "Item 7. - Management’s Discussion and Analysis
of Financial Condition and Results of Operations," and in Amcor’s subsequent filings with the Securities and Exchange
Commission.
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. All forward-looking statements in this Annual Report on Form 10-K are qualified in their entirety by this cautionary
statement.
3 Amcor Annual Report 2024 4
Form 10-K 19
Amcor plc Forward-Looking Statements
Annual Report on Form 10-K
Table of Contents Unless otherwise indicated, references to "Amcor," the "Company," "we," "our," and "us" in this Annual Report on
Form 10-K refer to Amcor plc and its consolidated subsidiaries.
Part I
Item 1. Business ....................................................................................................................................................... 5 This Annual Report on Form 10-K contains certain statements that are "forward-looking statements" within the
Item 1A. Risk Factors................................................................................................................................................. 12 meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements
are generally identified with words like "believe," "expect," "target," "project," "may," "could," "would," "approximately,"
Item 1B. Unresolved Staff Comments........................................................................................................................ 24
"possible," "will," "should," "intend," "plan," "anticipate," "commit," "estimate," "potential," "ambitions," "outlook," or
Item 1C. Cybersecurity............................................................................................................................................... 24
"continue," the negative of these words, other terms of similar meaning, or the use of future dates. Such statements are based on
Item 2. Properties..................................................................................................................................................... 24
the current expectations of the management of Amcor and are qualified by the inherent risks and uncertainties surrounding
Item 3. Legal Proceedings........................................................................................................................................ 25 future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks
Item 4. Mine Safety Disclosures.............................................................................................................................. 25 and uncertainties. Neither 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 occur. Risks and uncertainties that could cause actual results to differ from expectations include, but are not
Part II
limited to:
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Item 5. 26
Securities......................................................................................................................................................
• Changes in consumer demand patterns and customer requirements in numerous industries;
Item 6. [Reserved] .................................................................................................................................................... 28 • the loss of key customers, a reduction in their production requirements, or consolidation among key customers;
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations...................... 28 • significant competition in the industries and regions in which we operate;
• an inability to expand our current business effectively through either organic growth, including product innovation,
Item 7A. Quantitative and Qualitative Disclosures About Market Risk..................................................................... 45
investments, or acquisitions;
Item 8. Financial Statements and Supplementary Data ........................................................................................... 47 • challenging global economic conditions;
Report of Independent Registered Public Accounting Firm (PCAOB ID 1358)......................................... 47 • impacts of operating internationally;
• price fluctuations or shortages in the availability of raw materials, energy and other inputs, which could adversely
Consolidated Statements of Income............................................................................................................ 49
affect our business;
Consolidated Statements of Comprehensive Income .................................................................................. 50 • production, supply, and other commercial risks, including counterparty credit risks, which may be exacerbated in times
Consolidated Balance Sheets....................................................................................................................... 51 of economic volatility;
• pandemics, epidemics, or other disease outbreaks;
Consolidated Statements of Cash Flows...................................................................................................... 52
• an inability to attract, motivate, and retain our skilled workforce and manage key transitions;
Consolidated Statements of Equity.............................................................................................................. 53 • labor disputes and an inability to renew collective bargaining agreements at acceptable terms;
• physical impacts of climate change;
Notes to Consolidated Financial Statements............................................................................................... 54
• cybersecurity risks, which could disrupt our operations or risk of loss of our sensitive business information;
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...................... 107
• failures or disruptions in our information technology systems which could disrupt our operations, compromise
Item 9A. Controls and Procedures.............................................................................................................................. 107 customer, employee, supplier, and other data;
• a significant increase in our indebtedness or a downgrade in our credit rating could reduce our operating flexibility and
Item 9B. Other Information........................................................................................................................................ 107
increase our borrowing costs and negatively affect our financial condition and results of operations;
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections......................................................... 107 • rising interest rates that increase our borrowing costs on our variable rate indebtedness and could have other negative
impacts;
• foreign exchange rate risk;
Part III
• a significant write-down of goodwill and/or other intangible assets;
Item 10. Directors, Executive Officers and Corporate Governance .......................................................................... 108 • a failure to maintain an effective system of internal control over financial reporting;
Item 11. Executive Compensation............................................................................................................................. 109 • an inability of our insurance policies, including our use of a captive insurance company, to provide adequate protection
against all of the risks we face;
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters... 109
• an inability to defend our intellectual property rights or intellectual property infringement claims against us;
Item 13. Certain Relationships and Related Transactions, and Director Independence ............................................ 109 • litigation, including product liability claims or litigation related to Environmental, Social, and Governance ("ESG")
Item 14. Principal Accountant Fees and Services...................................................................................................... 109 matters, or regulatory developments;
• increasing scrutiny and changing expectations from investors, customers, suppliers, and governments with respect to
our ESG practices and commitments resulting in additional costs or exposure to additional risks;
Part IV • changing ESG government regulations including climate-related rules;
• changing environmental, health, and safety laws; and
Item 15. Exhibits and Financial Statement Schedules............................................................................................... 110
• changes in tax laws or changes in our geographic mix of earnings.
Exhibit Index................................................................................................................................................ 110
Item 16. Form 10-K Summary................................................................................................................................... 114 Additional factors that could cause actual results to differ from those expected are discussed in this Annual Report on
Signatures..................................................................................................................................................... 115 Form 10-K, including in the sections entitled "Item 1A. - Risk Factors" and "Item 7. - Management’s Discussion and Analysis
of Financial Condition and Results of Operations," and in Amcor’s subsequent filings with the Securities and Exchange
Commission.
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. All forward-looking statements in this Annual Report on Form 10-K are qualified in their entirety by this cautionary
statement.
3 4 Amcor Annual Report 2024
Form 10-K 20
PART I • multiple paths for us to win through our leadership position, scale, and ability to differentiate our product offering
through innovation.
Item 1. - Business
These criteria have led us to the focused portfolio of strong businesses we have today across: flexible and rigid
packaging, specialty cartons, and closures.
The Company
Differentiated capabilities
Amcor plc (ARBN 630 385 278) is a public limited company incorporated under the Laws of the Bailiwick of Jersey.
Our history dates back more than 150 years, with origins in both Australia and the United States of America. Today, we are a "The Amcor Way" describes the capabilities deployed consistently across Amcor that enable us to get leverage across
global leader in developing and producing responsible packaging solutions across a variety of materials for food, beverage, our portfolio: Talent, Commercial Excellence, Operational Leadership, Innovation, and Cash and Capital Discipline. Our values
pharmaceutical, medical, home and personal-care, and other products. Our global product innovation and sustainability of Safety, Integrity, Collaboration, Accountability, and Results and Outperformance guide our behavior, driving our winning
expertise enable us to solve packaging challenges around the world every day, producing a range of flexible packaging, rigid aspiration to be THE leading global packaging company.
packaging, cartons, and closures, that are more functional, appealing, and cost effective for our customers and their consumers
and importantly, more sustainable for the environment.
Shareholder value creation
Expertise across Packaging Materials Through our portfolio of focused businesses and differentiated capabilities, we generate strong cash flow and redeploy
cash to consistently create superior value for shareholders. The nature of our consumer and healthcare end markets means that,
We believe that we are uniquely positioned to offer a variety of packaging solutions with a wide, differentiated
over time, volatility should be relatively low, measured on a constant currency basis. Long-term value creation has been strong
portfolio of products enabled by our constant innovation and close partnerships with our customers. Our packaging expertise
and consistent and has reflected a combination of dividends, organic growth in the base business, and using free cash flow to
covers all main packaging materials including paper, aluminum, polymer resins, recycled, and bio-based materials and the
pursue targeted acquisitions and/or returning cash to shareholders via share buybacks.
sustainable use of recyclable materials.
Segment Information
Differentiated, Responsible Packaging Solutions
Accounting Standards Codification ("ASC") 280, "Segment Reporting," establishes the standards for reporting
Behind every one of our products stands a unique combination of technical know-how, business experience, and
information about segments in financial statements. In applying the criteria set forth in ASC 280, we have determined we have
expertise. We work closely with our customers to identify feasible, high-performance, responsible packaging solutions based on
two reportable segments, Flexibles and Rigid Packaging. The reportable segments produce flexible packaging, rigid packaging,
their unique needs. Where solutions do not currently exist, we work to innovate new ones.
specialty cartons, and closure products, which are sold to customers participating in a range of attractive end use areas
throughout Europe, North America, Latin America, Africa, and the Asia Pacific regions. Refer to Note 20, "Segments," of the
Sustainability is comprehensively embedded across our business and is one of our most important and exciting
notes to consolidated financial statements for financial information about reportable segments.
opportunities for growth. For years, Amcor has been an industry leader in driving progress toward a circular economy for
packaging. We aspire to improve the quality of lives, protect ecosystems, and preserve natural resources for future generations Flexibles Segment
by offering a unique range of responsible packaging solutions, leveraging our global scale, reach, and expertise to meet our
customers’ growing sustainability expectations. In January 2018, we became the world’s first packaging company to pledge that
Our Flexibles Segment develops and supplies flexible packaging globally. With approximately 35,000 employees at
all our packaging would be designed to be recyclable, compostable, or reusable by 2025 and also committed to increasing the
160 significant manufacturing and support facilities in 36 countries as of June 30, 2024, the Flexibles Segment is one of the
amount of recycled materials we use. In November 2022, we further increased our target for use of recycled materials to 30%
world's largest suppliers of polymer resin, aluminum, and fiber based flexible packaging. In fiscal year 2024, Flexibles
by 2030. We continue making progress toward these commitments and leading in the development of a responsible packaging
accounted for approximately 76% of consolidated net sales.
value chain through our innovations and partnerships. We have identified a clear path to meeting our sustainability ambitions
and those of our customers by focusing on the three elements of responsible packaging – product innovation, consumer Rigid Packaging Segment
participation, and waste management infrastructure.
Our Rigid Packaging Segment manufactures rigid packaging containers and related products in the Americas. As of
For more information, see "Sustainability and Innovation” in this section.
June 30, 2024, the Rigid Packaging Segment employed approximately 5,000 employees at 52 significant manufacturing and
support facilities in 11 countries. In fiscal year 2024, Rigid Packaging accounted for approximately 24% of consolidated net
Business Strategy sales.
Strategy Marketing, Distribution, and Competition
Our business strategy consists of three components: a focused portfolio, differentiated capabilities, and our aspiration Our sales are made through a variety of distribution channels, but predominantly through our direct sales force. Sales
to be THE leading global packaging company. To fulfill our aspiration, we are determined to win for our customers, employees, offices and plants are located primarily throughout Europe, North America, Latin America, and the Asia-Pacific regions to
shareholders, and the environment. provide prompt and economical service to thousands of customers. Our technically trained sales force is supported by product
development engineers, design technicians, field service technicians, and customer service teams.
Focused portfolio
We did not have sales to a single customer that exceeded 10% of consolidated net sales in the last three fiscal years.
Our portfolio of businesses share certain important characteristics:
The major markets in which we sell our products historically have been, and continue to be, highly competitive. Areas
of competition include service, sustainability, innovation, quality, and price. We consider ourselves to be a significant
• A focus on primary packaging for fast-moving consumer goods and industrial applications,
participant in the markets in which we operate. Competitors include AptarGroup, Inc., Ball Corporation, Berry Global Group,
• good industry structure,
Inc, CCL Industries Inc., Crown Holdings, Inc., Graphic Packaging Holding Company, Huhtamaki Oyj, International Paper
• attractive relative growth, and Company, Mayr-Melnhof Karton AG, O-I Glass, Inc., Sealed Air Corporation, Silgan Holdings Inc., and Sonoco Products
Company, and a variety of privately held companies.
5 Amcor Annual Report 2024 6
Form 10-K 21
PART I • multiple paths for us to win through our leadership position, scale, and ability to differentiate our product offering
through innovation.
Item 1. - Business
These criteria have led us to the focused portfolio of strong businesses we have today across: flexible and rigid
packaging, specialty cartons, and closures.
The Company
Differentiated capabilities
Amcor plc (ARBN 630 385 278) is a public limited company incorporated under the Laws of the Bailiwick of Jersey.
Our history dates back more than 150 years, with origins in both Australia and the United States of America. Today, we are a "The Amcor Way" describes the capabilities deployed consistently across Amcor that enable us to get leverage across
global leader in developing and producing responsible packaging solutions across a variety of materials for food, beverage, our portfolio: Talent, Commercial Excellence, Operational Leadership, Innovation, and Cash and Capital Discipline. Our values
pharmaceutical, medical, home and personal-care, and other products. Our global product innovation and sustainability of Safety, Integrity, Collaboration, Accountability, and Results and Outperformance guide our behavior, driving our winning
expertise enable us to solve packaging challenges around the world every day, producing a range of flexible packaging, rigid aspiration to be THE leading global packaging company.
packaging, cartons, and closures, that are more functional, appealing, and cost effective for our customers and their consumers
and importantly, more sustainable for the environment.
Shareholder value creation
Expertise across Packaging Materials Through our portfolio of focused businesses and differentiated capabilities, we generate strong cash flow and redeploy
cash to consistently create superior value for shareholders. The nature of our consumer and healthcare end markets means that,
We believe that we are uniquely positioned to offer a variety of packaging solutions with a wide, differentiated
over time, volatility should be relatively low, measured on a constant currency basis. Long-term value creation has been strong
portfolio of products enabled by our constant innovation and close partnerships with our customers. Our packaging expertise
and consistent and has reflected a combination of dividends, organic growth in the base business, and using free cash flow to
covers all main packaging materials including paper, aluminum, polymer resins, recycled, and bio-based materials and the
pursue targeted acquisitions and/or returning cash to shareholders via share buybacks.
sustainable use of recyclable materials.
Segment Information
Differentiated, Responsible Packaging Solutions
Accounting Standards Codification ("ASC") 280, "Segment Reporting," establishes the standards for reporting
Behind every one of our products stands a unique combination of technical know-how, business experience, and
information about segments in financial statements. In applying the criteria set forth in ASC 280, we have determined we have
expertise. We work closely with our customers to identify feasible, high-performance, responsible packaging solutions based on
two reportable segments, Flexibles and Rigid Packaging. The reportable segments produce flexible packaging, rigid packaging,
their unique needs. Where solutions do not currently exist, we work to innovate new ones.
specialty cartons, and closure products, which are sold to customers participating in a range of attractive end use areas
throughout Europe, North America, Latin America, Africa, and the Asia Pacific regions. Refer to Note 20, "Segments," of the
Sustainability is comprehensively embedded across our business and is one of our most important and exciting
notes to consolidated financial statements for financial information about reportable segments.
opportunities for growth. For years, Amcor has been an industry leader in driving progress toward a circular economy for
packaging. We aspire to improve the quality of lives, protect ecosystems, and preserve natural resources for future generations Flexibles Segment
by offering a unique range of responsible packaging solutions, leveraging our global scale, reach, and expertise to meet our
customers’ growing sustainability expectations. In January 2018, we became the world’s first packaging company to pledge that
Our Flexibles Segment develops and supplies flexible packaging globally. With approximately 35,000 employees at
all our packaging would be designed to be recyclable, compostable, or reusable by 2025 and also committed to increasing the
160 significant manufacturing and support facilities in 36 countries as of June 30, 2024, the Flexibles Segment is one of the
amount of recycled materials we use. In November 2022, we further increased our target for use of recycled materials to 30%
world's largest suppliers of polymer resin, aluminum, and fiber based flexible packaging. In fiscal year 2024, Flexibles
by 2030. We continue making progress toward these commitments and leading in the development of a responsible packaging
accounted for approximately 76% of consolidated net sales.
value chain through our innovations and partnerships. We have identified a clear path to meeting our sustainability ambitions
and those of our customers by focusing on the three elements of responsible packaging – product innovation, consumer Rigid Packaging Segment
participation, and waste management infrastructure.
Our Rigid Packaging Segment manufactures rigid packaging containers and related products in the Americas. As of
For more information, see "Sustainability and Innovation” in this section.
June 30, 2024, the Rigid Packaging Segment employed approximately 5,000 employees at 52 significant manufacturing and
support facilities in 11 countries. In fiscal year 2024, Rigid Packaging accounted for approximately 24% of consolidated net
Business Strategy sales.
Strategy Marketing, Distribution, and Competition
Our business strategy consists of three components: a focused portfolio, differentiated capabilities, and our aspiration Our sales are made through a variety of distribution channels, but predominantly through our direct sales force. Sales
to be THE leading global packaging company. To fulfill our aspiration, we are determined to win for our customers, employees, offices and plants are located primarily throughout Europe, North America, Latin America, and the Asia-Pacific regions to
shareholders, and the environment. provide prompt and economical service to thousands of customers. Our technically trained sales force is supported by product
development engineers, design technicians, field service technicians, and customer service teams.
Focused portfolio
We did not have sales to a single customer that exceeded 10% of consolidated net sales in the last three fiscal years.
Our portfolio of businesses share certain important characteristics:
The major markets in which we sell our products historically have been, and continue to be, highly competitive. Areas
of competition include service, sustainability, innovation, quality, and price. We consider ourselves to be a significant
• A focus on primary packaging for fast-moving consumer goods and industrial applications,
participant in the markets in which we operate. Competitors include AptarGroup, Inc., Ball Corporation, Berry Global Group,
• good industry structure,
Inc, CCL Industries Inc., Crown Holdings, Inc., Graphic Packaging Holding Company, Huhtamaki Oyj, International Paper
• attractive relative growth, and Company, Mayr-Melnhof Karton AG, O-I Glass, Inc., Sealed Air Corporation, Silgan Holdings Inc., and Sonoco Products
Company, and a variety of privately held companies.
5 6 Amcor Annual Report 2024
Form 10-K 22
Backlog 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.
Working capital fluctuates throughout the year in relation to business volume and other marketplace conditions. We
maintain inventory levels that provide a reasonable balance between obtaining raw materials at favorable prices and We know that our environmental footprint also extends beyond the products we create and we strive to reduce the
maintaining adequate inventory levels to enable us to fulfill our commitment to promptly fill customer orders. Manufacturing environmental impacts of our operations. For more than a decade, our EnviroAction program has helped us significantly
backlogs are not a significant factor in the markets in which we operate. improve how we manage energy, greenhouse gas ("GHG") emissions, water, and waste in our manufacturing locations. In
January 2022, we further increased our ambition by committing to set science-based targets to reduce GHG emissions and
Raw Materials achieve net zero emissions by 2050. We submitted our near-term science-based targets in fiscal year 2023, and they were
validated by the Science Based Targets initiative in fiscal year 2024. The new targets build on years of progress under our
Polymer resins and films, paper, inks, solvents, adhesives, aluminum, and chemicals constitute the major raw materials EnviroAction program. We also submitted our long-term net-zero science-based targets in fiscal year 2024 and expect they will
we use. These are purchased from a variety of global industry sources, and we are not significantly dependent on any one be validated by the Science Based Targets Initiative in calendar year 2024. To support our ongoing process toward achieving
supplier for our raw materials. While we have experienced industry-wide shortages of certain raw materials in the past, we have science-based targets, we have developed a decarbonization strategy which focuses on five key GHG emission levers:
been able to manage supply disruptions by working closely with our suppliers and customers. Supply shortages, along with renewable electricity, supply chain footprint reduction, recycled materials, product redesign, and operational efficiency.
other factors, can lead and have in the past led to increased raw material price volatility. Increases in the price of raw materials
are generally able to be passed on to customers including through contractual price mechanisms over time. We manage the risks With our global scale, deep industry experience, and strong capabilities, we believe that we are uniquely positioned to
associated with our supply chain and have generally been able to maintain adequate raw materials through relationship lead the way in the design and development of more sustainable packaging, and this is one of the most important and exciting
management, inventory management, and evaluation of alternative sources when practical. For more information, see "Item 1A. growth opportunities for Amcor.
- Raw Materials — Price fluctuations or shortages in the availability of raw materials, energy, and other inputs could adversely
affect our business.” Governmental Laws and Regulations
Intellectual Property Our operations and the real property we own, or lease, are subject to broad governmental laws and regulations,
including environmental laws and regulations by multiple jurisdictions. These laws and regulations pertain to employee health
We are the owner or licensee of more than a thousand United States and other country patents and patent applications and safety, the discharge of certain materials into the environment, handling and disposition of waste, cleanup of contaminated
that relate to our products, manufacturing processes, and equipment. We have a number of trademarks and trademark soil and ground water, other rules to control pollution and manage natural resources, and other government regulations. We
registrations in the United States and in other countries. We also keep certain technology and processes as trade secrets. Our believe that we are in substantial compliance with applicable health and safety laws, environmental laws and regulations based
patents, licenses, and trademarks collectively provide a competitive advantage. However, the loss of any single patent or license on the execution of our Environmental, Health, and Safety Management System and regular audits of those processes and
alone would not have a material adverse effect on our results of operations as a whole or those of our reportable segments. systems. However, we cannot predict with certainty that we will not, in the future, incur liability with respect to noncompliance
Patents, patent applications, and license agreements will expire or terminate over time by operation of law, in accordance with with health and safety laws, environmental laws and regulations due to contamination of sites formerly or currently owned or
their terms, or otherwise. operated by us (including contamination caused by prior owners and operators of such sites) or the off-site disposal of regulated
materials, or other broad government regulations which could be significant. In addition, these laws and regulations are
Sustainability and Innovation constantly changing, and we cannot always anticipate these changes. Refer to Note 19, "Contingencies and Legal Proceedings,"
of the notes to consolidated financial statements for information about legal proceedings. For a more detailed description of the
Sustainability is comprehensively embedded across our business, from the investments we are making in packaging various laws and regulations that affect our business, see "Item 1A. - Risk Factors."
innovation and design, to 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. Seasonal Factors
We believe there will always be a role for the primary packaging we produce to preserve food, beverages, and Our business and operations of each of the reportable segments is subject to moderate seasonality with demand usually
healthcare products, protect consumers, and promote brands. Consumers also want cost effective, convenient, and easy to use increasing towards the end of our fiscal year due to increased demand for beverage and food products in certain markets.
packaging with a reduced environmental footprint and a responsible end of life solution. We have identified a clear path to Historically, cash flow from operations has been lower in the first half of the fiscal year, and higher in the second half of the
provide food, beverages, and healthcare products to people around the world in a more sustainable way and meet our fiscal year, due to moderate seasonality, working capital requirements, and the timing of certain cash payments made in the first
sustainability ambitions and those of our customers, by focusing on three key elements of responsible packaging: product half of the year, including incentive compensation.
innovation, consumer participation, and waste management infrastructure. We believe our commitment to responsible
packaging is integral to our success. Our responsible packaging solutions address both how the product is made, as well as what Research and Development
happens after the consumer uses it, offering a wide variety of options to advance sustainability while meeting our customers’
specific packaging needs. Refer to section "Sustainability and Innovation" within "Item 1. - Business" of this Annual Report on Form 10-K, and
to Note 2, "Significant Accounting Policies," of the notes to consolidated financial statements, for further information about our
Innovation is central to Amcor’s approach to sustainability and we spend approximately $100 million a year on research and development activities, expenditures, and policies.
research and development ("R&D"), not including ongoing investment in incremental continuous improvements. We are highly
regarded for our innovation capabilities and have more than a thousand active patents, as well as a global network of Innovation
Centers focused on bringing advanced packaging technologies and more sustainable material science to our markets around the
world. We solve packaging challenges by developing differentiated products, services, and processes to protect our customers'
products and fulfill the needs of the consumers who rely on them. Drawing on our unrivaled heritage in design, science, and
manufacturing, over a thousand Amcor R&D professionals and engineers are constantly innovating across new materials,
formats, functions, and technologies.
We collaborate with like-minded partners, including customers and suppliers, in pursuit of innovative solutions to
address some of the world’s most urgent challenges, including increasing recycling and reuse and reducing our environmental
impacts. We also partner with non-governmental organizations, promising startups, and cross-industry initiatives and bodies.
These partnerships enable us to learn, experience other perspectives, share our expertise, and expand our innovation. With our
7 Amcor Annual Report 2024 8
Form 10-K 23
Backlog 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.
Working capital fluctuates throughout the year in relation to business volume and other marketplace conditions. We
maintain inventory levels that provide a reasonable balance between obtaining raw materials at favorable prices and We know that our environmental footprint also extends beyond the products we create and we strive to reduce the
maintaining adequate inventory levels to enable us to fulfill our commitment to promptly fill customer orders. Manufacturing environmental impacts of our operations. For more than a decade, our EnviroAction program has helped us significantly
backlogs are not a significant factor in the markets in which we operate. improve how we manage energy, greenhouse gas ("GHG") emissions, water, and waste in our manufacturing locations. In
January 2022, we further increased our ambition by committing to set science-based targets to reduce GHG emissions and
Raw Materials achieve net zero emissions by 2050. We submitted our near-term science-based targets in fiscal year 2023, and they were
validated by the Science Based Targets initiative in fiscal year 2024. The new targets build on years of progress under our
Polymer resins and films, paper, inks, solvents, adhesives, aluminum, and chemicals constitute the major raw materials EnviroAction program. We also submitted our long-term net-zero science-based targets in fiscal year 2024 and expect they will
we use. These are purchased from a variety of global industry sources, and we are not significantly dependent on any one be validated by the Science Based Targets Initiative in calendar year 2024. To support our ongoing process toward achieving
supplier for our raw materials. While we have experienced industry-wide shortages of certain raw materials in the past, we have science-based targets, we have developed a decarbonization strategy which focuses on five key GHG emission levers:
been able to manage supply disruptions by working closely with our suppliers and customers. Supply shortages, along with renewable electricity, supply chain footprint reduction, recycled materials, product redesign, and operational efficiency.
other factors, can lead and have in the past led to increased raw material price volatility. Increases in the price of raw materials
are generally able to be passed on to customers including through contractual price mechanisms over time. We manage the risks With our global scale, deep industry experience, and strong capabilities, we believe that we are uniquely positioned to
associated with our supply chain and have generally been able to maintain adequate raw materials through relationship lead the way in the design and development of more sustainable packaging, and this is one of the most important and exciting
management, inventory management, and evaluation of alternative sources when practical. For more information, see "Item 1A. growth opportunities for Amcor.
- Raw Materials — Price fluctuations or shortages in the availability of raw materials, energy, and other inputs could adversely
affect our business.” Governmental Laws and Regulations
Intellectual Property Our operations and the real property we own, or lease, are subject to broad governmental laws and regulations,
including environmental laws and regulations by multiple jurisdictions. These laws and regulations pertain to employee health
We are the owner or licensee of more than a thousand United States and other country patents and patent applications and safety, the discharge of certain materials into the environment, handling and disposition of waste, cleanup of contaminated
that relate to our products, manufacturing processes, and equipment. We have a number of trademarks and trademark soil and ground water, other rules to control pollution and manage natural resources, and other government regulations. We
registrations in the United States and in other countries. We also keep certain technology and processes as trade secrets. Our believe that we are in substantial compliance with applicable health and safety laws, environmental laws and regulations based
patents, licenses, and trademarks collectively provide a competitive advantage. However, the loss of any single patent or license on the execution of our Environmental, Health, and Safety Management System and regular audits of those processes and
alone would not have a material adverse effect on our results of operations as a whole or those of our reportable segments. systems. However, we cannot predict with certainty that we will not, in the future, incur liability with respect to noncompliance
Patents, patent applications, and license agreements will expire or terminate over time by operation of law, in accordance with with health and safety laws, environmental laws and regulations due to contamination of sites formerly or currently owned or
their terms, or otherwise. operated by us (including contamination caused by prior owners and operators of such sites) or the off-site disposal of regulated
materials, or other broad government regulations which could be significant. In addition, these laws and regulations are
Sustainability and Innovation constantly changing, and we cannot always anticipate these changes. Refer to Note 19, "Contingencies and Legal Proceedings,"
of the notes to consolidated financial statements for information about legal proceedings. For a more detailed description of the
Sustainability is comprehensively embedded across our business, from the investments we are making in packaging various laws and regulations that affect our business, see "Item 1A. - Risk Factors."
innovation and design, to 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. Seasonal Factors
We believe there will always be a role for the primary packaging we produce to preserve food, beverages, and Our business and operations of each of the reportable segments is subject to moderate seasonality with demand usually
healthcare products, protect consumers, and promote brands. Consumers also want cost effective, convenient, and easy to use increasing towards the end of our fiscal year due to increased demand for beverage and food products in certain markets.
packaging with a reduced environmental footprint and a responsible end of life solution. We have identified a clear path to Historically, cash flow from operations has been lower in the first half of the fiscal year, and higher in the second half of the
provide food, beverages, and healthcare products to people around the world in a more sustainable way and meet our fiscal year, due to moderate seasonality, working capital requirements, and the timing of certain cash payments made in the first
sustainability ambitions and those of our customers, by focusing on three key elements of responsible packaging: product half of the year, including incentive compensation.
innovation, consumer participation, and waste management infrastructure. We believe our commitment to responsible
packaging is integral to our success. Our responsible packaging solutions address both how the product is made, as well as what Research and Development
happens after the consumer uses it, offering a wide variety of options to advance sustainability while meeting our customers’
specific packaging needs. Refer to section "Sustainability and Innovation" within "Item 1. - Business" of this Annual Report on Form 10-K, and
to Note 2, "Significant Accounting Policies," of the notes to consolidated financial statements, for further information about our
Innovation is central to Amcor’s approach to sustainability and we spend approximately $100 million a year on research and development activities, expenditures, and policies.
research and development ("R&D"), not including ongoing investment in incremental continuous improvements. We are highly
regarded for our innovation capabilities and have more than a thousand active patents, as well as a global network of Innovation
Centers focused on bringing advanced packaging technologies and more sustainable material science to our markets around the
world. We solve packaging challenges by developing differentiated products, services, and processes to protect our customers'
products and fulfill the needs of the consumers who rely on them. Drawing on our unrivaled heritage in design, science, and
manufacturing, over a thousand Amcor R&D professionals and engineers are constantly innovating across new materials,
formats, functions, and technologies.
We collaborate with like-minded partners, including customers and suppliers, in pursuit of innovative solutions to
address some of the world’s most urgent challenges, including increasing recycling and reuse and reducing our environmental
impacts. We also partner with non-governmental organizations, promising startups, and cross-industry initiatives and bodies.
These partnerships enable us to learn, experience other perspectives, share our expertise, and expand our innovation. With our
7 8 Amcor Annual Report 2024
Form 10-K 24
Human Capital Management
Amcor values the diverse experience, strengths, styles, nationalities, and cultures of all our people. Our diversity,
Overview equity, and inclusion strategy is based on four key pillars:
Amcor’s aspiration is to be ‘THE leading global packaging company'. Our people are core to the achievement of our Talent - Supporting the growth and diversification of our talent through mentoring and our hiring practices.
aspiration. We believe we are winning for our people when they feel safe, engaged, and are developing as part of a high- Under the Talent Pillar, the Amcor Leadership Mentoring Program is ongoing for the second year. The program aims to
performing, global team. We strive to build an outperformance culture in which we consistently deliver results and strive to develop emerging female talent by connecting them with senior leaders as well as through workshops and networking
surpass expectations. At Amcor, we are stronger because of the diverse strengths, styles, cultures, and experiences of our opportunities. In addition, we are working towards diversifying our global talent pool by reducing unconscious bias from talent
people. We aim to create inclusive working environments to ensure each colleague feels valued, treated with respect, attraction and development through a number of initiatives.
encouraged to speak, and empowered to be their best.
Community - Promoting our employee resource groups and local grassroots plant initiatives.
As of June 30, 2024, we had approximately 41,000 employees, including part-time and temporary workers, worldwide, Under the Community Pillar, we have established a global network of DE&I representatives from all business groups and
with approximately 31% located in North America, 29% located in Europe, 21% located in Latin America, and 19% located in corporate functions to come together, share their experiences, and support the execution of our agenda across Amcor. The
the Asia Pacific region. Collective bargaining agreements cover approximately 43% of our workforce. As of June 30, 2024, network also shares regular updates with the Global Management Team. Our Employee Resource Groups are an important part
approximately 3% of our employees were working under expired contracts and approximately 20% were covered under of the Community Pillar that support the DE&I strategy through local initiatives relevant to the countries and regions they are
collective bargaining agreements that expire within one year. located in.
Health and Safety Awareness and Training - Providing more coordination and information around training opportunities.
Under the Awareness and Training Pillar, our DE&I training calendar provides an overview of opportunities for Amcor
Safety is a core value at Amcor, as well as an integral component in our global Health and Safety programs. We take colleagues to build knowledge and capabilities, aligning the entire organization on DE&I topics. Business groups organize these
care of ourselves and each other, so everyone returns home safely every day. We champion a safe and healthy workplace, sessions in a variety of formats, including live small-group seminars, large-group webinars, and e-learnings. Participants also
establish key accountabilities at all levels of the organization, and aspire to achieve a true culture of care and an injury-free receive supporting materials to better enable post-training reinforcement of learnings, including tips and reflection checks.
Amcor. All our facilities are subject to global Environment, Health, and Safety ("EHS") standards which serve as blueprints for
a safe and healthy workplace. We also have established policies, procedures, and training intended to minimize risks to people, Data and Reporting - Communicating our work and progress accurately and effectively to internal and external stakeholders.
property, and reputation. Under the Data and Reporting Pillar, progress is measured in a variety of ways, such as through feedback from individuals
engaged in DE&I initiatives, community representatives, and members of employee resource groups. We also receive feedback
Our Board of Directors receives monthly reports on health and safety performance and compliance with our global from across the organization through our engagement survey scores, including scores related to DE&I. We continue to improve
EHS standards. During fiscal year 2024, we reduced the number of injuries by 12% and 73% of our sites were injury-free. Our our scores by taking action both regionally and globally.
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 We focus on strengthening 'talent through diversity' and progress is reported to our Board annually. We continually
average. review opportunities to strengthen our diversity transparency practices while adhering to privacy legislation in certain regions
where we operate. The Board receives an annual report on our progress towards its DE&I efforts.
Talent Management and Development
As of June 30, 2024, 44% of our Board and 27% of our Global Management Team is composed of women.
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 Engagement
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 At Amcor, we believe strongly in engagement being a key driver of performance and we prioritize engagement
create an exceptional employee experience through a range of ongoing initiatives focused on talent. We continue to focus on through various initiatives. In addition to the annual global engagement survey where we provide all employees an opportunity
attracting, developing, engaging, and retaining the best talent and strengthening the Company’s succession pipeline for the to share anonymous feedback across a variety of topics, we conduct regular feedback sessions and town halls to gather insights
future. Supported by our employment value proposition, we also undertake a variety of recruitment strategies to attract top and foster open communication. Management is focused on continuously improving our employee's engagement and our
talent. engagement results help to drive action on various topics globally as well as locally in an effort to continuously improve
employee engagement.
We have a range of executive development, leadership training, education, and awareness programs to help employees
progress across all functions and experience levels. Examples of these global leadership programs include our Executive
Ethics
Development program (“EDP”) which targets our most senior leaders and provides them an immersive experience in strategy
development and strategic talent management. We also have our Senior Leader Development program ("SLDP") focusing on
Good corporate governance and transparency are fundamental to achieving our aspirations. Our employees are
developing strategic management skills and inclusive leadership.
expected to act with integrity and objectivity and to always strive to enhance our reputation and performance.
Additionally, we also deploy systems and processes to ensure our people have clear goals and are empowered to
We maintain a Code of Business Conduct and Ethics Policy which is signed by every Amcor employee and provides
achieve them. Through performance management, we align these goals to business targets, providing line of sight so each
our framework for making ethical business decisions. We provide targeted training across the globe to reinforce our
employee understands how they contribute to our success. Through formal reviews, performance coaching, and feedback, our
commitment to ethics and drive adherence to the national laws in each country in which we operate.
leaders implement a rigorous cycle to foster talent.
Diversity, Equity & Inclusion ("DE&I")
At Amcor, we’re committed to providing an inclusive environment that empowers us to achieve our full potential.
Becoming THE leading global packaging company requires us to create a culture in which everyone feels encouraged to speak
and compelled to listen.
9 Amcor Annual Report 2024 10
Form 10-K 25
Human Capital Management
Amcor values the diverse experience, strengths, styles, nationalities, and cultures of all our people. Our diversity,
Overview equity, and inclusion strategy is based on four key pillars:
Amcor’s aspiration is to be ‘THE leading global packaging company'. Our people are core to the achievement of our Talent - Supporting the growth and diversification of our talent through mentoring and our hiring practices.
aspiration. We believe we are winning for our people when they feel safe, engaged, and are developing as part of a high- Under the Talent Pillar, the Amcor Leadership Mentoring Program is ongoing for the second year. The program aims to
performing, global team. We strive to build an outperformance culture in which we consistently deliver results and strive to develop emerging female talent by connecting them with senior leaders as well as through workshops and networking
surpass expectations. At Amcor, we are stronger because of the diverse strengths, styles, cultures, and experiences of our opportunities. In addition, we are working towards diversifying our global talent pool by reducing unconscious bias from talent
people. We aim to create inclusive working environments to ensure each colleague feels valued, treated with respect, attraction and development through a number of initiatives.
encouraged to speak, and empowered to be their best.
Community - Promoting our employee resource groups and local grassroots plant initiatives.
As of June 30, 2024, we had approximately 41,000 employees, including part-time and temporary workers, worldwide, Under the Community Pillar, we have established a global network of DE&I representatives from all business groups and
with approximately 31% located in North America, 29% located in Europe, 21% located in Latin America, and 19% located in corporate functions to come together, share their experiences, and support the execution of our agenda across Amcor. The
the Asia Pacific region. Collective bargaining agreements cover approximately 43% of our workforce. As of June 30, 2024, network also shares regular updates with the Global Management Team. Our Employee Resource Groups are an important part
approximately 3% of our employees were working under expired contracts and approximately 20% were covered under of the Community Pillar that support the DE&I strategy through local initiatives relevant to the countries and regions they are
collective bargaining agreements that expire within one year. located in.
Health and Safety Awareness and Training - Providing more coordination and information around training opportunities.
Under the Awareness and Training Pillar, our DE&I training calendar provides an overview of opportunities for Amcor
Safety is a core value at Amcor, as well as an integral component in our global Health and Safety programs. We take colleagues to build knowledge and capabilities, aligning the entire organization on DE&I topics. Business groups organize these
care of ourselves and each other, so everyone returns home safely every day. We champion a safe and healthy workplace, sessions in a variety of formats, including live small-group seminars, large-group webinars, and e-learnings. Participants also
establish key accountabilities at all levels of the organization, and aspire to achieve a true culture of care and an injury-free receive supporting materials to better enable post-training reinforcement of learnings, including tips and reflection checks.
Amcor. All our facilities are subject to global Environment, Health, and Safety ("EHS") standards which serve as blueprints for
a safe and healthy workplace. We also have established policies, procedures, and training intended to minimize risks to people, Data and Reporting - Communicating our work and progress accurately and effectively to internal and external stakeholders.
property, and reputation. Under the Data and Reporting Pillar, progress is measured in a variety of ways, such as through feedback from individuals
engaged in DE&I initiatives, community representatives, and members of employee resource groups. We also receive feedback
Our Board of Directors receives monthly reports on health and safety performance and compliance with our global from across the organization through our engagement survey scores, including scores related to DE&I. We continue to improve
EHS standards. During fiscal year 2024, we reduced the number of injuries by 12% and 73% of our sites were injury-free. Our our scores by taking action both regionally and globally.
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 We focus on strengthening 'talent through diversity' and progress is reported to our Board annually. We continually
average. review opportunities to strengthen our diversity transparency practices while adhering to privacy legislation in certain regions
where we operate. The Board receives an annual report on our progress towards its DE&I efforts.
Talent Management and Development
As of June 30, 2024, 44% of our Board and 27% of our Global Management Team is composed of women.
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 Engagement
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 At Amcor, we believe strongly in engagement being a key driver of performance and we prioritize engagement
create an exceptional employee experience through a range of ongoing initiatives focused on talent. We continue to focus on through various initiatives. In addition to the annual global engagement survey where we provide all employees an opportunity
attracting, developing, engaging, and retaining the best talent and strengthening the Company’s succession pipeline for the to share anonymous feedback across a variety of topics, we conduct regular feedback sessions and town halls to gather insights
future. Supported by our employment value proposition, we also undertake a variety of recruitment strategies to attract top and foster open communication. Management is focused on continuously improving our employee's engagement and our
talent. engagement results help to drive action on various topics globally as well as locally in an effort to continuously improve
employee engagement.
We have a range of executive development, leadership training, education, and awareness programs to help employees
progress across all functions and experience levels. Examples of these global leadership programs include our Executive
Ethics
Development program (“EDP”) which targets our most senior leaders and provides them an immersive experience in strategy
development and strategic talent management. We also have our Senior Leader Development program ("SLDP") focusing on
Good corporate governance and transparency are fundamental to achieving our aspirations. Our employees are
developing strategic management skills and inclusive leadership.
expected to act with integrity and objectivity and to always strive to enhance our reputation and performance.
Additionally, we also deploy systems and processes to ensure our people have clear goals and are empowered to
We maintain a Code of Business Conduct and Ethics Policy which is signed by every Amcor employee and provides
achieve them. Through performance management, we align these goals to business targets, providing line of sight so each
our framework for making ethical business decisions. We provide targeted training across the globe to reinforce our
employee understands how they contribute to our success. Through formal reviews, performance coaching, and feedback, our
commitment to ethics and drive adherence to the national laws in each country in which we operate.
leaders implement a rigorous cycle to foster talent.
Diversity, Equity & Inclusion ("DE&I")
At Amcor, we’re committed to providing an inclusive environment that empowers us to achieve our full potential.
Becoming THE leading global packaging company requires us to create a culture in which everyone feels encouraged to speak
and compelled to listen.
9 10 Amcor Annual Report 2024
Form 10-K 26
Information about our Executive Officers Item 1A. - Risk Factors
The following sets forth the name, age, and business experience for at least the last five years of our executive officers. The following factors, as well as factors described elsewhere in this Annual Report on Form 10-K, or in other filings
Unless otherwise indicated, positions shown are with Amcor. by us with the Securities and Exchange Commission, could have a material adverse effect on our business, financial condition,
results of operations, or cash flows. Other factors not presently known to us or that we presently believe are not material could
Period the Position also affect our business operations and financial results.
Name (Age) Positions Held was Held
Peter Konieczny (59) Interim Chief Executive Officer 2024 to present Strategic Risks
Chief Commercial Officer 2021 to 2024
Changes in Consumer Demand — Demand for our products could be affected by a variety of factors, including changes in
President, Amcor Flexibles Europe, Middle East and Africa 2015 to 2021
economic environment and regulations.
Michael Casamento (53) Executive VP, Finance and Chief Financial Officer 2015 to present
Sales of our products and services depend heavily on the volume of sales made by our customers to consumers.
VP, Corporate Finance 2014 to 2015
Alternative consumer preferences for products in the industries that we serve or the packaging formats in which such products
Susana Suarez Gonzalez (55) Executive VP and Chief Human Resources Officer 2022 to present are delivered, whether as a result of changes in cost, economic environments, regulatory developments (including end user
Executive VP, Chief Human Resources and Diversity & 2016 to 2022 taxes), convenience or health, environmental, and social concerns, and perceptions, such as pressure to reduce packaging waste
Inclusion Officer, International Flavors and Fragrances and the use of petrochemical components, may result in a decline in the demand for certain of our products or the obsolescence
of some of our existing products. Any new products we produce may fail to meet sales or margin expectations due to various
Deborah Rasin (57) Executive VP and General Counsel 2022 to present
factors, including our or our customers' inability to accurately predict customer demand, end user preferences or movements in
Senior VP, Chief Legal Officer and Secretary, Hill-Rom 2016 to 2022 industry standards, or to develop products that meet consumer demand in a timely and cost-effective manner.
Holdings
Eric Roegner (54) President, Amcor Rigid Packaging 2018 to present Changing preferences for products and packaging formats may result in increased demand for other products we
produce. However, if changing preferences are not offset by demand for new or alternative products, changes in consumer
Executive Leadership Roles, Arconic, Inc. (f/k/a Alcoa Inc.) 2006 to 2018
preferences could have a material adverse effect on our business, financial condition, results of operations, or cash flows.
Fred Stephan (59) President, Amcor Flexibles North America 2019 to present
President, Bemis North America 2017 to 2019 Key Customers and Customer Consolidation — The loss of key customers, a reduction in their production requirements or
consolidation among key customers could have a significant adverse impact on our sales revenue and profitability.
Senior VP and General Manager of the Insulation Systems - 2011 to 2017
Johns Manville
Relationships with our customers are fundamental to our success, particularly given the nature of the packaging
Ian Wilson (66) Executive VP, Strategy and Development 2000 to present industry and other supply choices available to customers. While we do not have a single customer accounting for more than
10% of our net sales, customer concentration can be more pronounced within certain businesses. Consequently, the loss of any
Michael Zacka (57) President, Amcor Flexibles Europe, Middle East and Africa 2021 to present
of our key customers or any significant reduction in their production requirements, or an adverse change in the terms of our
President, Amcor Flexibles Asia Pacific and Chief Commercial 2017 to 2021
supply agreements with them, could reduce our sales revenue and net profit. In addition, geopolitical tensions, wars, and
Officer
terrorism can impact local demand for our products. Although we have been largely successful in maintaining customer
Tetra Pak Global Leadership Team 1996 to 2017
relationships in the past, there is no assurance that existing customer relationships will be renewed at existing volume, product
mix, or price levels, or at all.
Available Information
Customers with operations subject to physical risks, including those caused by natural disasters and adverse weather
We are a large accelerated filer (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) conditions related to climate change, may relocate production to less affected areas, which could be beyond the range of
Rule 12b-2) and we are also an electronic filer. Electronically filed reports (Forms 4, 8-K, 10-K, 10-Q, S-3, S-8, etc.) can be Amcor's production sites. Supplying such relocated facilities may lead to additional costs. New regulations can also affect our
accessed at the SEC's website (http://www.sec.gov). We make available free of charge (other than an investor’s own Internet relationships with customers. Any loss, change, or other adverse event related to our key customer relationships could have a
access charges) through the Investor Relations section of our website (http://www.amcor.com/investors), under "Financial material adverse effect on our business, financial condition, results of operations, or cash flows.
Information" and then "SEC Filings," our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K, and if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Furthermore, in recent years, some of our customers have acquired companies with similar or complementary product
Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. You may also lines. This consolidation has increased the concentration of our business with these customers. Such consolidation may be
obtain these reports by writing to us, Attention: Investor Relations, Amcor plc, Level 11, 60 City Road, Southbank, VIC, 3006, accompanied by pressure from customers for lower prices, reflecting the increase in the total volume of products purchased or
Australia. We are not including the information contained on our website as part of, or incorporating it by reference into, this the elimination of a price differential between the acquiring customer and the acquired company. While we have generally been
Annual Report on Form 10-K. successful in managing customer consolidations, increased pricing pressures from our customers could have a material adverse
effect on our results of operations or cash flows.
Competition — We face significant competition in the industries and regions in which we operate, which could adversely
affect our business.
We operate in highly competitive geographies and end use areas, each with varying barriers to entry, industry
structures, and competitive behavior. We regularly bid for new and continuing business in the industries and regions in which
we operate, and we continually adapt to changes in consumer demand. While we cannot predict with certainty the changes that
may impact our competitiveness, the main methods of competition in the general packaging industry include price, innovation,
sustainability, service, and quality.
11 Amcor Annual Report 2024 12
Form 10-K 27
Information about our Executive Officers Item 1A. - Risk Factors
The following sets forth the name, age, and business experience for at least the last five years of our executive officers. The following factors, as well as factors described elsewhere in this Annual Report on Form 10-K, or in other filings
Unless otherwise indicated, positions shown are with Amcor. by us with the Securities and Exchange Commission, could have a material adverse effect on our business, financial condition,
results of operations, or cash flows. Other factors not presently known to us or that we presently believe are not material could
Period the Position also affect our business operations and financial results.
Name (Age) Positions Held was Held
Peter Konieczny (59) Interim Chief Executive Officer 2024 to present Strategic Risks
Chief Commercial Officer 2021 to 2024
Changes in Consumer Demand — Demand for our products could be affected by a variety of factors, including changes in
President, Amcor Flexibles Europe, Middle East and Africa 2015 to 2021
economic environment and regulations.
Michael Casamento (53) Executive VP, Finance and Chief Financial Officer 2015 to present
Sales of our products and services depend heavily on the volume of sales made by our customers to consumers.
VP, Corporate Finance 2014 to 2015
Alternative consumer preferences for products in the industries that we serve or the packaging formats in which such products
Susana Suarez Gonzalez (55) Executive VP and Chief Human Resources Officer 2022 to present are delivered, whether as a result of changes in cost, economic environments, regulatory developments (including end user
Executive VP, Chief Human Resources and Diversity & 2016 to 2022 taxes), convenience or health, environmental, and social concerns, and perceptions, such as pressure to reduce packaging waste
Inclusion Officer, International Flavors and Fragrances and the use of petrochemical components, may result in a decline in the demand for certain of our products or the obsolescence
of some of our existing products. Any new products we produce may fail to meet sales or margin expectations due to various
Deborah Rasin (57) Executive VP and General Counsel 2022 to present
factors, including our or our customers' inability to accurately predict customer demand, end user preferences or movements in
Senior VP, Chief Legal Officer and Secretary, Hill-Rom 2016 to 2022 industry standards, or to develop products that meet consumer demand in a timely and cost-effective manner.
Holdings
Eric Roegner (54) President, Amcor Rigid Packaging 2018 to present Changing preferences for products and packaging formats may result in increased demand for other products we
produce. However, if changing preferences are not offset by demand for new or alternative products, changes in consumer
Executive Leadership Roles, Arconic, Inc. (f/k/a Alcoa Inc.) 2006 to 2018
preferences could have a material adverse effect on our business, financial condition, results of operations, or cash flows.
Fred Stephan (59) President, Amcor Flexibles North America 2019 to present
President, Bemis North America 2017 to 2019 Key Customers and Customer Consolidation — The loss of key customers, a reduction in their production requirements or
consolidation among key customers could have a significant adverse impact on our sales revenue and profitability.
Senior VP and General Manager of the Insulation Systems - 2011 to 2017
Johns Manville
Relationships with our customers are fundamental to our success, particularly given the nature of the packaging
Ian Wilson (66) Executive VP, Strategy and Development 2000 to present industry and other supply choices available to customers. While we do not have a single customer accounting for more than
10% of our net sales, customer concentration can be more pronounced within certain businesses. Consequently, the loss of any
Michael Zacka (57) President, Amcor Flexibles Europe, Middle East and Africa 2021 to present
of our key customers or any significant reduction in their production requirements, or an adverse change in the terms of our
President, Amcor Flexibles Asia Pacific and Chief Commercial 2017 to 2021
supply agreements with them, could reduce our sales revenue and net profit. In addition, geopolitical tensions, wars, and
Officer
terrorism can impact local demand for our products. Although we have been largely successful in maintaining customer
Tetra Pak Global Leadership Team 1996 to 2017
relationships in the past, there is no assurance that existing customer relationships will be renewed at existing volume, product
mix, or price levels, or at all.
Available Information
Customers with operations subject to physical risks, including those caused by natural disasters and adverse weather
We are a large accelerated filer (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) conditions related to climate change, may relocate production to less affected areas, which could be beyond the range of
Rule 12b-2) and we are also an electronic filer. Electronically filed reports (Forms 4, 8-K, 10-K, 10-Q, S-3, S-8, etc.) can be Amcor's production sites. Supplying such relocated facilities may lead to additional costs. New regulations can also affect our
accessed at the SEC's website (http://www.sec.gov). We make available free of charge (other than an investor’s own Internet relationships with customers. Any loss, change, or other adverse event related to our key customer relationships could have a
access charges) through the Investor Relations section of our website (http://www.amcor.com/investors), under "Financial material adverse effect on our business, financial condition, results of operations, or cash flows.
Information" and then "SEC Filings," our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K, and if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Furthermore, in recent years, some of our customers have acquired companies with similar or complementary product
Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. You may also lines. This consolidation has increased the concentration of our business with these customers. Such consolidation may be
obtain these reports by writing to us, Attention: Investor Relations, Amcor plc, Level 11, 60 City Road, Southbank, VIC, 3006, accompanied by pressure from customers for lower prices, reflecting the increase in the total volume of products purchased or
Australia. We are not including the information contained on our website as part of, or incorporating it by reference into, this the elimination of a price differential between the acquiring customer and the acquired company. While we have generally been
Annual Report on Form 10-K. successful in managing customer consolidations, increased pricing pressures from our customers could have a material adverse
effect on our results of operations or cash flows.
Competition — We face significant competition in the industries and regions in which we operate, which could adversely
affect our business.
We operate in highly competitive geographies and end use areas, each with varying barriers to entry, industry
structures, and competitive behavior. We regularly bid for new and continuing business in the industries and regions in which
we operate, and we continually adapt to changes in consumer demand. While we cannot predict with certainty the changes that
may impact our competitiveness, the main methods of competition in the general packaging industry include price, innovation,
sustainability, service, and quality.
11 12 Amcor Annual Report 2024
Form 10-K 28
The loss of business from our larger customers, or the renewal of business on less favorable terms, may have a When challenging economic conditions exist, our customers may delay, decrease, or cancel purchases from us, and
significant impact on our operating results. Additionally, our competitors may develop or utilize disruptive technologies or may also delay payments or fail to pay us altogether. For example, during the first half of fiscal year 2024, our net sales were
other technological innovations that could increase their ability to compete for our current or potential customers. Our failure to impacted by volume declines primarily attributed to destocking and lower consumer demand. Suppliers may also have
adequately respond to the actions that established or potential competitors take could materially affect our ability to implement difficulties filling our orders and we may have difficulties getting our products to customers, which may affect our ability to
our plans and materially adversely affect our business, financial condition, results of operations, or cash flows.
meet customer demands and result in a loss of business. Weakened global economic conditions may also result in unfavorable
changes in our product prices and product mix and lower profit margins. Although we take measures to mitigate the impact of
Expanding Our Current Business — We may be unable to expand our current business effectively through organic growth,
inflation, including through pricing actions and productivity programs, if these actions are not effective, our cash flow, financial
including product innovation, investments, or acquisitions.
condition, and results of operations could be materially and adversely impacted. In addition, there could be a time lag between
recognizing the benefit of our mitigating actions and the impact of inflation and there is no guarantee that our mitigating
Our business strategy includes both organic expansion of our existing operations, particularly through efforts to
measures will fully offset the impacts of inflation.
strengthen and expand relationships with customers in emerging markets, product innovation (including to address changes in
the industry or regulatory environments) and expansion through investments and acquisitions. However, we may not be able to
International Operations — Our international operations subject us to various risks that could adversely affect our business
execute our strategy effectively for reasons within and outside our control. Our ability to grow organically may be limited by,
operations and financial results.
among other things, extensive saturation in the locations in which we operate or a change or reduction in our customers’ growth
plans due to changing economic conditions, strategic priorities, or otherwise. For many of our businesses, organic growth
We have operations throughout the world, including facilities in emerging markets. In fiscal year 2024, approximately
depends on product innovation, new product development, and timely responses to changing consumer demands and
73% of our sales revenue came from developed markets and 27% came from emerging markets. We expect to continue to
preferences. Consequently, failure to develop new or improved products in response to changing consumer preferences in a
expand our operations in the future, including in the emerging markets.
timely manner may hinder our growth potential, impact our competitive position, and adversely affect our business and results
of operations.
Managing global operations is complex, particularly due to substantial differences in the cultural, political, and
regulatory environments of the countries where we operate. In addition, many countries where we have operations, including
Additionally, we have pursued growth through acquisitions, and there can be no assurance that we will be able to
Argentina, Brazil, China, Colombia, India, and Peru, have legal, regulatory, or political systems, that are dynamic and subject to
identify suitable acquisition targets in the right geographic regions and with the right participation strategy in the future, or to
change.
complete such acquisitions on acceptable terms or at all. If we are unable to identify acquisition targets that meet our investment
criteria and close such transactions on acceptable terms, our potential for growth by way of acquisition may be restricted, which
The profitability of our operations may be adversely impacted by, among other things:
could have a material adverse effect on the achievement of our strategy and the resulting expected financial benefits.
• changes in applicable fiscal or regulatory regimes;
• changes in, or difficulties in interpreting and complying with, local laws, sanctions, and regulations, including tax,
We also may face challenges in integrating acquisitions with our existing operations. These challenges could include
labor, foreign investment, and foreign exchange control laws;
difficulties in integrating or consolidating business processes and systems, as well as challenges in integrating business cultures,
• nullification, modification, or renegotiation of, or difficulties or delays in enforcing contracts with clients or joint
which may result in synergies from acquisitions not being fully realized or taking longer to realize than expected or incurring
venture partners that are subject to local law;
additional costs to do so. Further, in pursuing growth through acquisitions, we face additional risks common with an acquisition
• reversal of current political, judicial, or administrative policies encouraging foreign investment or foreign trade, or
strategy, including failure to identify significant contingencies or legal liabilities in the due diligence process, diversion of
related to the use of local agents, representatives, or partners in relevant jurisdictions;
management's attention from existing business, and interruptions to normal business operations resulting from the process of
• trade restrictions, sanctions, and quotas;
integrating operations.
• wars, acts of terrorism, social and ethnic unrest, and geopolitical events;
• pandemics and other health crises impacting different regions of the world unequally;
We have also invested in companies in which we do not exercise control. Our investment partners or other parties that
• difficulties associated with nationalization or expropriation of assets, or expatriating or repatriating cash generated or
hold the remaining ownership interests in companies that we do not control may not have interests that are aligned with our
held abroad; and
goals. We have incurred losses in our equity method investments in the past, and the recognition of our proportionate share of • changes in exchange rates and inflation, including hyperinflation.
our investees' results in the future could adversely affect our results of operations. In addition, our equity method investments
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of our investment Furthermore, prolonged periods of economic, legal, regulatory, or political instability in the emerging markets where
is not recoverable. If we determine that an investment is other-than-temporarily impaired, the resulting impairment charge could we operate could have a material adverse effect on our business, cash flow, financial condition, and results of operations.
adversely affect our results of operations. We have recognized impairment losses in the past in connection with our investments
and we may be required to do so again in the future. The conflict between Russia and Ukraine has negatively impacted the global economy and led to various economic
sanctions being imposed by the U.S., the European Union, the United Kingdom, and other countries against Russia. It is not
Operational Risks possible to predict the broader or longer-term consequences of this conflict. 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
Global Economic Conditions — Challenging global economic conditions, have had, and may continue to have, a negative chain disruptions, significant inflationary pressure on raw material prices and other resources (such as energy and natural gas),
impact on our business operations and financial results.
fluctuations in our customers’ buying patterns given regional shortages of food ingredients and other factors, credit and capital
market disruption which could impact our ability to obtain financing, increase in interest rates, and adverse foreign exchange
Demand for our products and services depends on consumer demand for our packaging products, including packaged
impacts. These broader consequences could have a material adverse effect on our business, cash flow, financial condition, and
food, beverages, healthcare, personal care, agribusiness, industrial, and other consumer goods. Geopolitical events, such as
results of operations.
increased trade barriers or restrictions on global trade, political, financial, or social instability, wars, civil or social unrest,
natural disasters, or health crises, could result in general economic downturns, such as a recession or economic slowdown, and
Our international operations involve limited sales to entities located in countries subject to economic sanctions
could adversely affect our business operations and financial results.
administered by the U.S. Office of Foreign Assets Control, the U.S. Department of State, and the U.S. Department of
Commerce and other applicable national and supranational organizations (collectively, "Sanctions"). We also operate in certain
Recent global economic challenges, including the conflict between Russia and Ukraine, the Middle East conflict,
countries that are occasionally subject to Sanctions, which require us to maintain internal processes and control procedures.
increasing tensions between China and Taiwan, and relatively high inflation and interest rates, may continue to put pressure on
Failure to do so could result in breach by our employees of various laws and regulations, including those relating to money
our business. Current and future unrest in regions where we operate, and political developments, could have a material impact
laundering, corruption, export control, fraud, bribery, insider trading, antitrust, competition, and economic sanctions, whether
on our financial condition.
due to a lack of integrity or awareness or otherwise. Any such breach could result in sanctions (including fines and penalties)
and could have a material adverse effect on our financial condition and reputation.
13 Amcor Annual Report 2024 14
Form 10-K 29
The loss of business from our larger customers, or the renewal of business on less favorable terms, may have a When challenging economic conditions exist, our customers may delay, decrease, or cancel purchases from us, and
significant impact on our operating results. Additionally, our competitors may develop or utilize disruptive technologies or may also delay payments or fail to pay us altogether. For example, during the first half of fiscal year 2024, our net sales were
other technological innovations that could increase their ability to compete for our current or potential customers. Our failure to impacted by volume declines primarily attributed to destocking and lower consumer demand. Suppliers may also have
adequately respond to the actions that established or potential competitors take could materially affect our ability to implement difficulties filling our orders and we may have difficulties getting our products to customers, which may affect our ability to
our plans and materially adversely affect our business, financial condition, results of operations, or cash flows.
meet customer demands and result in a loss of business. Weakened global economic conditions may also result in unfavorable
changes in our product prices and product mix and lower profit margins. Although we take measures to mitigate the impact of
Expanding Our Current Business — We may be unable to expand our current business effectively through organic growth,
inflation, including through pricing actions and productivity programs, if these actions are not effective, our cash flow, financial
including product innovation, investments, or acquisitions.
condition, and results of operations could be materially and adversely impacted. In addition, there could be a time lag between
recognizing the benefit of our mitigating actions and the impact of inflation and there is no guarantee that our mitigating
Our business strategy includes both organic expansion of our existing operations, particularly through efforts to
measures will fully offset the impacts of inflation.
strengthen and expand relationships with customers in emerging markets, product innovation (including to address changes in
the industry or regulatory environments) and expansion through investments and acquisitions. However, we may not be able to
International Operations — Our international operations subject us to various risks that could adversely affect our business
execute our strategy effectively for reasons within and outside our control. Our ability to grow organically may be limited by,
operations and financial results.
among other things, extensive saturation in the locations in which we operate or a change or reduction in our customers’ growth
plans due to changing economic conditions, strategic priorities, or otherwise. For many of our businesses, organic growth
We have operations throughout the world, including facilities in emerging markets. In fiscal year 2024, approximately
depends on product innovation, new product development, and timely responses to changing consumer demands and
73% of our sales revenue came from developed markets and 27% came from emerging markets. We expect to continue to
preferences. Consequently, failure to develop new or improved products in response to changing consumer preferences in a
expand our operations in the future, including in the emerging markets.
timely manner may hinder our growth potential, impact our competitive position, and adversely affect our business and results
of operations.
Managing global operations is complex, particularly due to substantial differences in the cultural, political, and
regulatory environments of the countries where we operate. In addition, many countries where we have operations, including
Additionally, we have pursued growth through acquisitions, and there can be no assurance that we will be able to
Argentina, Brazil, China, Colombia, India, and Peru, have legal, regulatory, or political systems, that are dynamic and subject to
identify suitable acquisition targets in the right geographic regions and with the right participation strategy in the future, or to
change.
complete such acquisitions on acceptable terms or at all. If we are unable to identify acquisition targets that meet our investment
criteria and close such transactions on acceptable terms, our potential for growth by way of acquisition may be restricted, which
The profitability of our operations may be adversely impacted by, among other things:
could have a material adverse effect on the achievement of our strategy and the resulting expected financial benefits.
• changes in applicable fiscal or regulatory regimes;
• changes in, or difficulties in interpreting and complying with, local laws, sanctions, and regulations, including tax,
We also may face challenges in integrating acquisitions with our existing operations. These challenges could include
labor, foreign investment, and foreign exchange control laws;
difficulties in integrating or consolidating business processes and systems, as well as challenges in integrating business cultures,
• nullification, modification, or renegotiation of, or difficulties or delays in enforcing contracts with clients or joint
which may result in synergies from acquisitions not being fully realized or taking longer to realize than expected or incurring
venture partners that are subject to local law;
additional costs to do so. Further, in pursuing growth through acquisitions, we face additional risks common with an acquisition
• reversal of current political, judicial, or administrative policies encouraging foreign investment or foreign trade, or
strategy, including failure to identify significant contingencies or legal liabilities in the due diligence process, diversion of
related to the use of local agents, representatives, or partners in relevant jurisdictions;
management's attention from existing business, and interruptions to normal business operations resulting from the process of
• trade restrictions, sanctions, and quotas;
integrating operations.
• wars, acts of terrorism, social and ethnic unrest, and geopolitical events;
• pandemics and other health crises impacting different regions of the world unequally;
We have also invested in companies in which we do not exercise control. Our investment partners or other parties that
• difficulties associated with nationalization or expropriation of assets, or expatriating or repatriating cash generated or
hold the remaining ownership interests in companies that we do not control may not have interests that are aligned with our
held abroad; and
goals. We have incurred losses in our equity method investments in the past, and the recognition of our proportionate share of • changes in exchange rates and inflation, including hyperinflation.
our investees' results in the future could adversely affect our results of operations. In addition, our equity method investments
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of our investment Furthermore, prolonged periods of economic, legal, regulatory, or political instability in the emerging markets where
is not recoverable. If we determine that an investment is other-than-temporarily impaired, the resulting impairment charge could we operate could have a material adverse effect on our business, cash flow, financial condition, and results of operations.
adversely affect our results of operations. We have recognized impairment losses in the past in connection with our investments
and we may be required to do so again in the future. The conflict between Russia and Ukraine has negatively impacted the global economy and led to various economic
sanctions being imposed by the U.S., the European Union, the United Kingdom, and other countries against Russia. It is not
Operational Risks possible to predict the broader or longer-term consequences of this conflict. 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
Global Economic Conditions — Challenging global economic conditions, have had, and may continue to have, a negative chain disruptions, significant inflationary pressure on raw material prices and other resources (such as energy and natural gas),
impact on our business operations and financial results.
fluctuations in our customers’ buying patterns given regional shortages of food ingredients and other factors, credit and capital
market disruption which could impact our ability to obtain financing, increase in interest rates, and adverse foreign exchange
Demand for our products and services depends on consumer demand for our packaging products, including packaged
impacts. These broader consequences could have a material adverse effect on our business, cash flow, financial condition, and
food, beverages, healthcare, personal care, agribusiness, industrial, and other consumer goods. Geopolitical events, such as
results of operations.
increased trade barriers or restrictions on global trade, political, financial, or social instability, wars, civil or social unrest,
natural disasters, or health crises, could result in general economic downturns, such as a recession or economic slowdown, and
Our international operations involve limited sales to entities located in countries subject to economic sanctions
could adversely affect our business operations and financial results.
administered by the U.S. Office of Foreign Assets Control, the U.S. Department of State, and the U.S. Department of
Commerce and other applicable national and supranational organizations (collectively, "Sanctions"). We also operate in certain
Recent global economic challenges, including the conflict between Russia and Ukraine, the Middle East conflict,
countries that are occasionally subject to Sanctions, which require us to maintain internal processes and control procedures.
increasing tensions between China and Taiwan, and relatively high inflation and interest rates, may continue to put pressure on
Failure to do so could result in breach by our employees of various laws and regulations, including those relating to money
our business. Current and future unrest in regions where we operate, and political developments, could have a material impact
laundering, corruption, export control, fraud, bribery, insider trading, antitrust, competition, and economic sanctions, whether
on our financial condition.
due to a lack of integrity or awareness or otherwise. Any such breach could result in sanctions (including fines and penalties)
and could have a material adverse effect on our financial condition and reputation.
13 14 Amcor Annual Report 2024
Form 10-K 30
replacement to fulfill that party’s obligations or, alternatively, fulfill those obligations ourselves, which may be more expensive.
Raw Materials — Price fluctuations or shortages in the availability of raw materials, energy, and other inputs could The occurrence of any of these risks could have a material adverse effect on our business, financial condition, results of
adversely affect our business. operations, or cash flows, which may result in a competitive disadvantage.
As a manufacturer of packaging products, our sales and profitability are dependent on the availability and cost of raw Health Crises — Our business and operations may be adversely affected by pandemics, epidemics, or other disease
materials, labor, and other inputs, including energy. All of the raw materials we use are purchased from third parties, and our outbreaks.
primary inputs include polymer resins and films, paper, inks, solvents, adhesives, aluminum, and chemicals. Prices for these
raw materials are subject to substantial fluctuations that are beyond our control due to factors such as changing economic Our business and financial results may be negatively impacted by outbreaks of contagious diseases. Health crises have
conditions (including inflation), currency and commodity price fluctuations, resource availability and other supply chain resulted in the past and could in the future result in supply chain disruptions due to the temporary closure of our facilities, the
challenges, transportation costs, geopolitical risks (including the conflicts between Russia and Ukraine, and in the Middle East), facilities of our suppliers, or other suppliers in our supply chain, the shut-down of customers’ operations, volatility in raw
pandemics and other health crises, an increase in the demand for products manufactured from recycled materials, weather material costs, and labor shortages and may have broader global economic or geopolitical implications. In addition, any major
conditions and natural disasters, environmental regulations related to greenhouse gas emissions, biodiversity and deforestation, animal disease outbreak could adversely impact the demand for our packaging. While we have established protocols to manage
human rights due diligence regulations, and other factors impacting supply and demand pressures. For example, energy prices these potential impacts, the extent to which health crises may impact our business and operations is unknown and the effect on
have fluctuated significantly in the past few years and may fluctuate in the future which could negatively impact our results of our business, financial condition, results of operations, or cash flows could be material.
operations.
Attracting, Motivating, and Retaining Skilled Workforce and Managing Key Transitions — If we are unable to attract,
Additionally, changes in international trade policies in the countries in which we operate could materially impact the motivate, and retain our global executive management team and our other skilled workforce, and manage key transitions,
cost and supply of raw materials as duties are assessed on raw materials used in our production process and the global supply of we may be adversely affected.
key raw materials is disrupted. 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 Our continued success depends on our ability to identify, attract, motivate, develop, and retain skilled and diverse
introduction of new duties, tariffs, quotas, or other similar trade restrictions may have a negative impact on our business, personnel in our global executive management team and our operations. We focus on our talent acquisition processes, as well as
financial condition, results of operations, or cash flows. 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
While we have largely been able to successfully manage through any supply disruptions and related price volatility in Executive Officer Ron Delia and the appointment of Peter Konieczny as our Interim Chief Executive Officer. Our Board of
the past, there is no assurance that we will be able to successfully navigate any future disruptions. Increases in costs and Directors has launched a search process for a permanent Chief Executive Officer. Any failure to successfully transition key
disruptions in supply can have a material adverse effect on our business and financial results. We seek to mitigate these risks roles could impact our ability to execute on our strategic plans, make it difficult to meet our performance objectives, and be
through various strategies, including entering into contracts with certain customers that permit price adjustments to reflect disruptive to our business. In addition, there is no assurance that our Board of Directors will be successful in finding a
increased raw material and other costs or by otherwise seeking to increase our prices to offset increases in raw material and permanent Chief Executive Officer in a timely manner which may create additional uncertainty among our employees,
other costs and seeking alternative sources of supply for key raw materials. However, there is no guarantee that we will be able customers, suppliers, lenders, and investors, and which could negatively impact our business, financial condition, results of
to anticipate or mitigate commodity and input price movements or supply disruptions. In addition, there may be delays in operations, cash flows, and share price.
adjusting prices to correspond with underlying raw material costs and corresponding impacts on our working capital and level
of indebtedness and any failure to anticipate or mitigate against such movements could have a material adverse effect on our We are also impacted by regional labor shortages, inflationary pressures on wages, a competitive labor market,
business, financial condition, results of operations, or cash flows.
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
Commercial Risks — We are subject to production, supply, and other commercial risks, including counterparty credit risks,
manage future labor shortages or recruit, develop, assimilate, motivate, and retain employees in the future who actively promote
which may be exacerbated in times of economic volatility.
and meet the standards of our culture.
We face a number of commercial risks, including (i) operational disruption, such as mechanical or technological
Labor Disputes — Our business could be adversely affected by labor disputes and an inability to renew collective bargaining
failures, disruptions due to natural disasters, geopolitical conflicts, or health crises, each of which could lead to production loss
agreements at acceptable terms.
and/or increased costs, (ii) shortages in manufacturing inputs due to the loss of key suppliers or their inability to supply inputs,
and (iii) risks associated with development projects (such as cost overruns and delays).
Approximately 43% of our employees are covered by collective bargaining agreements. Although we have not
experienced any significant labor disputes in recent years, we have experienced isolated work stoppages from time to time. We
Supply or workforce shortages, fluctuations in freight costs, limitations on shipping capacity, or other disruptions in
may experience labor disputes in the future, including protests and strikes, which could disrupt our business operations and
our supply chain, including sourcing materials from a single supplier or those that may occur related to wars, geopolitical
have an adverse effect on our business and results of operations. We may also be unable to renegotiate collective bargaining
tensions, natural disasters, health crises, or new regulations, could affect our ability to obtain timely delivery of raw materials,
agreements at acceptable terms. Renewal of collective bargaining agreements could also result in higher wages or benefits paid.
equipment, and other supplies, and in turn, adversely impact our ability to supply products to our customers. Additionally,
Although we consider our relations with our employees to be good, we may be unable to maintain a satisfactory working
severe weather events and other adverse effects of climate change could have negative effects on agricultural productivity,
relationship with our employees in the future. We may also be adversely affected by strikes and other labor disputes by the
leading customers to face both availability and price challenges with agricultural commodities, which may impact the demand
employees of our suppliers, customers, and other parties.
for our products. For example, in fiscal year 2023, adverse weather conditions in the United States reduced cattle herds, leading
to a rise in meat prices, which ultimately contributed to lower meat packaging sales volumes which continued in the first half of
Physical Impacts of Climate Change - Our business is subject to physical risks related to climate change which could
fiscal year 2024. The potential magnitude of these commercial risks on our business, financial condition, results of operations,
negatively impact our business operations and financial results.
or cash flows could be material.
Climate change may have a progressively adverse impact on our business and those of our customers, suppliers, and
Additionally, the insolvency of, or contractual default by, any of our customers, suppliers, and financial institutions,
partners. Many of the geographic areas where our production is located and where we conduct business may be affected by
such as banks and insurance providers, may have a material adverse effect on our operations and financial condition. Such risks
natural disasters, including snowstorms, extreme heat, hurricanes, flooding, forest fires, deforestation, loss of biodiversity,
are exacerbated in times of economic volatility, either globally or in the geographies and industries in which our customers,
earthquakes, and drought. Such events may have a physical impact on our facilities, workforce, inventory, suppliers, and
suppliers, or financial institutions operate. If a counterparty defaults on its payment obligation to us, we may be unable to
equipment and any unplanned downtime at any of our facilities could result in unabsorbed costs that could negatively impact
collect the amounts owed, and some or all of these outstanding amounts may need to be written off. 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
15 Amcor Annual Report 2024 16
Form 10-K 31
replacement to fulfill that party’s obligations or, alternatively, fulfill those obligations ourselves, which may be more expensive.
Raw Materials — Price fluctuations or shortages in the availability of raw materials, energy, and other inputs could The occurrence of any of these risks could have a material adverse effect on our business, financial condition, results of
adversely affect our business. operations, or cash flows, which may result in a competitive disadvantage.
As a manufacturer of packaging products, our sales and profitability are dependent on the availability and cost of raw Health Crises — Our business and operations may be adversely affected by pandemics, epidemics, or other disease
materials, labor, and other inputs, including energy. All of the raw materials we use are purchased from third parties, and our outbreaks.
primary inputs include polymer resins and films, paper, inks, solvents, adhesives, aluminum, and chemicals. Prices for these
raw materials are subject to substantial fluctuations that are beyond our control due to factors such as changing economic Our business and financial results may be negatively impacted by outbreaks of contagious diseases. Health crises have
conditions (including inflation), currency and commodity price fluctuations, resource availability and other supply chain resulted in the past and could in the future result in supply chain disruptions due to the temporary closure of our facilities, the
challenges, transportation costs, geopolitical risks (including the conflicts between Russia and Ukraine, and in the Middle East), facilities of our suppliers, or other suppliers in our supply chain, the shut-down of customers’ operations, volatility in raw
pandemics and other health crises, an increase in the demand for products manufactured from recycled materials, weather material costs, and labor shortages and may have broader global economic or geopolitical implications. In addition, any major
conditions and natural disasters, environmental regulations related to greenhouse gas emissions, biodiversity and deforestation, animal disease outbreak could adversely impact the demand for our packaging. While we have established protocols to manage
human rights due diligence regulations, and other factors impacting supply and demand pressures. For example, energy prices these potential impacts, the extent to which health crises may impact our business and operations is unknown and the effect on
have fluctuated significantly in the past few years and may fluctuate in the future which could negatively impact our results of our business, financial condition, results of operations, or cash flows could be material.
operations.
Attracting, Motivating, and Retaining Skilled Workforce and Managing Key Transitions — If we are unable to attract,
Additionally, changes in international trade policies in the countries in which we operate could materially impact the motivate, and retain our global executive management team and our other skilled workforce, and manage key transitions,
cost and supply of raw materials as duties are assessed on raw materials used in our production process and the global supply of we may be adversely affected.
key raw materials is disrupted. 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 Our continued success depends on our ability to identify, attract, motivate, develop, and retain skilled and diverse
introduction of new duties, tariffs, quotas, or other similar trade restrictions may have a negative impact on our business, personnel in our global executive management team and our operations. We focus on our talent acquisition processes, as well as
financial condition, results of operations, or cash flows. 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
While we have largely been able to successfully manage through any supply disruptions and related price volatility in Executive Officer Ron Delia and the appointment of Peter Konieczny as our Interim Chief Executive Officer. Our Board of
the past, there is no assurance that we will be able to successfully navigate any future disruptions. Increases in costs and Directors has launched a search process for a permanent Chief Executive Officer. Any failure to successfully transition key
disruptions in supply can have a material adverse effect on our business and financial results. We seek to mitigate these risks roles could impact our ability to execute on our strategic plans, make it difficult to meet our performance objectives, and be
through various strategies, including entering into contracts with certain customers that permit price adjustments to reflect disruptive to our business. In addition, there is no assurance that our Board of Directors will be successful in finding a
increased raw material and other costs or by otherwise seeking to increase our prices to offset increases in raw material and permanent Chief Executive Officer in a timely manner which may create additional uncertainty among our employees,
other costs and seeking alternative sources of supply for key raw materials. However, there is no guarantee that we will be able customers, suppliers, lenders, and investors, and which could negatively impact our business, financial condition, results of
to anticipate or mitigate commodity and input price movements or supply disruptions. In addition, there may be delays in operations, cash flows, and share price.
adjusting prices to correspond with underlying raw material costs and corresponding impacts on our working capital and level
of indebtedness and any failure to anticipate or mitigate against such movements could have a material adverse effect on our We are also impacted by regional labor shortages, inflationary pressures on wages, a competitive labor market,
business, financial condition, results of operations, or cash flows.
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
Commercial Risks — We are subject to production, supply, and other commercial risks, including counterparty credit risks,
manage future labor shortages or recruit, develop, assimilate, motivate, and retain employees in the future who actively promote
which may be exacerbated in times of economic volatility.
and meet the standards of our culture.
We face a number of commercial risks, including (i) operational disruption, such as mechanical or technological
Labor Disputes — Our business could be adversely affected by labor disputes and an inability to renew collective bargaining
failures, disruptions due to natural disasters, geopolitical conflicts, or health crises, each of which could lead to production loss
agreements at acceptable terms.
and/or increased costs, (ii) shortages in manufacturing inputs due to the loss of key suppliers or their inability to supply inputs,
and (iii) risks associated with development projects (such as cost overruns and delays).
Approximately 43% of our employees are covered by collective bargaining agreements. Although we have not
experienced any significant labor disputes in recent years, we have experienced isolated work stoppages from time to time. We
Supply or workforce shortages, fluctuations in freight costs, limitations on shipping capacity, or other disruptions in
may experience labor disputes in the future, including protests and strikes, which could disrupt our business operations and
our supply chain, including sourcing materials from a single supplier or those that may occur related to wars, geopolitical
have an adverse effect on our business and results of operations. We may also be unable to renegotiate collective bargaining
tensions, natural disasters, health crises, or new regulations, could affect our ability to obtain timely delivery of raw materials,
agreements at acceptable terms. Renewal of collective bargaining agreements could also result in higher wages or benefits paid.
equipment, and other supplies, and in turn, adversely impact our ability to supply products to our customers. Additionally,
Although we consider our relations with our employees to be good, we may be unable to maintain a satisfactory working
severe weather events and other adverse effects of climate change could have negative effects on agricultural productivity,
relationship with our employees in the future. We may also be adversely affected by strikes and other labor disputes by the
leading customers to face both availability and price challenges with agricultural commodities, which may impact the demand
employees of our suppliers, customers, and other parties.
for our products. For example, in fiscal year 2023, adverse weather conditions in the United States reduced cattle herds, leading
to a rise in meat prices, which ultimately contributed to lower meat packaging sales volumes which continued in the first half of
Physical Impacts of Climate Change - Our business is subject to physical risks related to climate change which could
fiscal year 2024. The potential magnitude of these commercial risks on our business, financial condition, results of operations,
negatively impact our business operations and financial results.
or cash flows could be material.
Climate change may have a progressively adverse impact on our business and those of our customers, suppliers, and
Additionally, the insolvency of, or contractual default by, any of our customers, suppliers, and financial institutions,
partners. Many of the geographic areas where our production is located and where we conduct business may be affected by
such as banks and insurance providers, may have a material adverse effect on our operations and financial condition. Such risks
natural disasters, including snowstorms, extreme heat, hurricanes, flooding, forest fires, deforestation, loss of biodiversity,
are exacerbated in times of economic volatility, either globally or in the geographies and industries in which our customers,
earthquakes, and drought. Such events may have a physical impact on our facilities, workforce, inventory, suppliers, and
suppliers, or financial institutions operate. If a counterparty defaults on its payment obligation to us, we may be unable to
equipment and any unplanned downtime at any of our facilities could result in unabsorbed costs that could negatively impact
collect the amounts owed, and some or all of these outstanding amounts may need to be written off. 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
15 16 Amcor Annual Report 2024
Form 10-K 32
our results of operations. Additionally, climate change may result in higher insurance premiums or the inability to insure certain destruction, or catastrophic events. Infrastructure changes, including migration to new data centers or cloud solutions, updates
risks. or patches to our core software infrastructure, and changes in our data processing pipelines could lead to significant business
disruptions due to human error in our deployment processes or third-party software errors. While we have established and
Longer-term climate change patterns could significantly alter supplier availability or customer demand, which is regularly test our business disaster recovery plan, there is no guarantee that it will resolve issues resulting from those
especially true for suppliers and customers who rely on supply chains routinely impacted by weather. For example, agricultural disruptions in a timely manner. We may suffer material adverse effects on our business, financial condition, results of
supply chains could be impacted by increased levels of drought or flooding and customers in coastal regions could be impacted operations, and cash flows.
by frequent flooding.
Financial Risks
Information Technology and Cybersecurity Risks
Indebtedness and Credit Rating — A significant increase in our indebtedness or a downgrade in our credit rating could
Cybersecurity Risk — The disruption of our operations or risk of loss of our sensitive business information could negatively reduce our operating flexibility, increase our borrowing costs, and negatively affect our financial condition and results of
impact our financial condition and results of operations. operations.
Increased cyber-attacks, including computer viruses, ransomware, unauthorized access attempts, phishing, hacking, As of June 30, 2024, we had $6.7 billion of debt outstanding, including borrowings of $1.4 billion under revolving
and other types of attacks pose a risk to the security and availability of our information technology systems, including those credit facilities in an aggregate principal amount of $3.8 billion, and we are not restricted in incurring, and may incur, additional
provided by third parties. Emerging artificial intelligence technologies may intensify these cybersecurity risks. In addition to indebtedness in the future. Increased indebtedness could have significant consequences for our business and any investment in
traditional attacks, we face threats from sophisticated nation-state and nation-state-supported actors who engage in attacks, our securities, including increasing our vulnerability to adverse economic, industry or competitive developments; requiring
including advanced persistent threat intrusions. We have experienced and expect to continue to experience actual and attempted more of our cash flows from operations to be used to pay principal and interest on our indebtedness, thus limiting our cash
cyber-attacks on our information technology systems by threat parties of all types (including nation-states, criminal enterprises, flows available to fund our operations, capital expenditures and other future business opportunities or the return of cash to our
individuals, or advanced persistent threat groups). Geopolitical turmoil, including as a result of the Russia-Ukraine conflict, shareholders. Our ability to pay interest and repay the principal of our indebtedness is dependent on our ability to generate
evolution, scope, and sophistication of cyber-attacks, accessibility of our data by third parties through interconnected networks, sufficient cash flows, which is dependent, in part, on prevailing economic and competitive conditions and certain legislative,
and an increase in work-from-home arrangements heighten the risk of cyber-attacks. We have operational safeguards in place to regulatory, and other factors beyond our control. If we are unable to maintain sufficient cash flows from operations to meet our
detect and prevent cyber-attacks, such as employee training, monitoring of our networks and systems, ensuring strong data debt commitments, and related covenants, our financial condition and results of operations are likely to be materially adversely
protection standards, and maintaining and upgrading security systems but it is virtually impossible to entirely eliminate this impacted. Additionally, conditions in financial markets could affect financial institutions with which we have relationships and
risk. To date, we have not experienced any significant impacts. However, our safeguards may not always be able to prevent a could result in adverse effects on our ability to utilize fully our committed borrowing facilities. For example, a lender under the
cyber-attack from impacting our systems and we may not be able to successfully and timely execute our business recovery senior secured credit facilities may be unwilling or unable to fund a borrowing request, and we may not be able to replace such
protocol, which could have a material impact on our business, financial condition, results of operations, or cash flows. Further, lender.
as cybersecurity threats continue to evolve, we may be required to make significant investments to modify or enhance our
systems to improve our ability to respond and recover. In addition, our customers, suppliers, and third-party service providers We use cash provided by operations, commercial paper issuances, bank term loans, committed and uncommitted
are susceptible to cyber-attacks and disruption to their information technology systems, which could result in reduced demand revolving credit facilities, asset divestitures, debt issuances, and equity issuances to meet our funding needs. Credit rating
for our products or limit our ability to supply our products. agencies rate our debt securities 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. Any significant additional indebtedness would likely
We also maintain and have access to sensitive, confidential, or personal data or information that is subject to privacy negatively affect the credit ratings of our debt. Actions taken by the rating agencies include maintaining, upgrading, or
and security laws, regulations, and customer controls. Data privacy laws and regulations continue to evolve and impose more downgrading the current rating or assigning a negative outlook, as occurred in May 2024 when one rating agency lowered its
complex and stringent requirements especially in the U.S., Europe, and China, which increases the complexity of our processes outlook from “stable” to “negative”, for a possible future downgrade. If rating agencies downgrade our credit rating, place us on
and associated costs. Despite our efforts to protect such information and to comply with privacy and data protection laws and a watch list, or if there are adverse market conditions, including disruptions in the commercial paper market, the impacts could
regulations, our facilities and systems and those of our customers, suppliers, and third-party service providers may be include reduced access to commercial paper, credit, and capital markets, an increase in the cost of our borrowings or the fees
vulnerable to security breaches, cyber-attacks, misplaced or lost data, and programming and/or user errors that could lead to the associated with our bank credit facilities, or an increase in the credit spread incurred when issuing debt in the capital markets.
compromising of sensitive, confidential, or personal data or information, the improper use of our systems and networks, and the While we have not experienced a significant financial impact from the negative outlook assigned by one credit rating agency,
manipulation and destruction of data. Information system damages, disruptions, shutdowns, or compromises could result in there is no assurance it will not have a significant impact in the future. Our desire to maintain the Company's investment grade
production downtimes and operational disruptions, transaction errors, loss of customers and business opportunities, violation of rating may also cause us to take certain actions designed to improve our cash flow, including sale of assets, suspension or
privacy laws and legal liability, regulatory fines, penalties or intervention, negative publicity resulting in reputational damage, reduction of our dividend, or share buybacks, and reductions in capital expenditures and working capital. Refer to Item 7.
reimbursement or compensatory payments, and other costs, any of which could have an adverse effect on our business, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," "Liquidity and Capital Resources,"
financial condition, results of operations, or cash flows, which affect may be material and result in a competitive disadvantage. of this Annual Report on Form 10-K for more information on our credit rating profile.
Although we attempt to mitigate these risks by employing a number of measures, our systems, networks, products, and services
remain potentially vulnerable to advanced and persistent threats. In addition, a significant number of our operating subsidiaries are not guarantors of our indebtedness. In the event that
any non-guarantor subsidiary becomes insolvent, liquidates, reorganizes, dissolves, or otherwise winds up, the assets of such
Information Technology — A failure or disruption in our information technology systems could disrupt our operations, subsidiary will be used to satisfy the claims of its creditors. The non-guarantor subsidiaries have no direct obligations in respect
compromise customer, employee, supplier, and other data, and could negatively affect our business. of our indebtedness, and therefore, a direct claim against any non-guarantor subsidiary and any claims to enforce payment on
our indebtedness will be structurally subordinated to all of the claims of the creditors of our non-guarantor subsidiaries.
We rely on the successful and uninterrupted functioning of our information technology and control systems to securely
manage operations and various business functions, and on various technologies to process, store, and report information about Interest Rates — Rising interest rates increase our borrowing costs on our variable rate indebtedness and could have other
our business, and to interact with customers, suppliers, and employees around the world. In addition, our information systems negative impacts.
rely on internal information technology systems and third-party systems, including cloud solutions, which require different
security measures. These measures cover technical changes to our network security, organization, and governance changes as As of June 30, 2024, approximately 30% of our indebtedness was subject to variable interest rates. When interest rates
well as alignment of third-party suppliers on market standards. As with all information technology systems, our systems may be increase, our debt service obligations on our variable rate indebtedness increase even when the amount borrowed remains the
susceptible to damage, disruption, information loss, or shutdown due to a variety of factors including power outages, failures same. In order to dampen inflation, central banks around the world, including the U.S. Federal Reserve and the European
during the process of upgrading or replacing software, hardware failures, cyber-attacks (e.g., phishing, ransomware, computer Central Bank, have continued to maintain higher interest rates in fiscal year 2024 and this directly impacted and will continue to
viruses), natural disasters, telecommunications failures, user errors, unauthorized access, and malicious or accidental impact the amount of interest we pay on our variable rate obligations. Furthermore, sustained or continued increases in interest
17 Amcor Annual Report 2024 18
Form 10-K 33
our results of operations. Additionally, climate change may result in higher insurance premiums or the inability to insure certain destruction, or catastrophic events. Infrastructure changes, including migration to new data centers or cloud solutions, updates
risks. or patches to our core software infrastructure, and changes in our data processing pipelines could lead to significant business
disruptions due to human error in our deployment processes or third-party software errors. While we have established and
Longer-term climate change patterns could significantly alter supplier availability or customer demand, which is regularly test our business disaster recovery plan, there is no guarantee that it will resolve issues resulting from those
especially true for suppliers and customers who rely on supply chains routinely impacted by weather. For example, agricultural disruptions in a timely manner. We may suffer material adverse effects on our business, financial condition, results of
supply chains could be impacted by increased levels of drought or flooding and customers in coastal regions could be impacted operations, and cash flows.
by frequent flooding.
Financial Risks
Information Technology and Cybersecurity Risks
Indebtedness and Credit Rating — A significant increase in our indebtedness or a downgrade in our credit rating could
Cybersecurity Risk — The disruption of our operations or risk of loss of our sensitive business information could negatively reduce our operating flexibility, increase our borrowing costs, and negatively affect our financial condition and results of
impact our financial condition and results of operations. operations.
Increased cyber-attacks, including computer viruses, ransomware, unauthorized access attempts, phishing, hacking, As of June 30, 2024, we had $6.7 billion of debt outstanding, including borrowings of $1.4 billion under revolving
and other types of attacks pose a risk to the security and availability of our information technology systems, including those credit facilities in an aggregate principal amount of $3.8 billion, and we are not restricted in incurring, and may incur, additional
provided by third parties. Emerging artificial intelligence technologies may intensify these cybersecurity risks. In addition to indebtedness in the future. Increased indebtedness could have significant consequences for our business and any investment in
traditional attacks, we face threats from sophisticated nation-state and nation-state-supported actors who engage in attacks, our securities, including increasing our vulnerability to adverse economic, industry or competitive developments; requiring
including advanced persistent threat intrusions. We have experienced and expect to continue to experience actual and attempted more of our cash flows from operations to be used to pay principal and interest on our indebtedness, thus limiting our cash
cyber-attacks on our information technology systems by threat parties of all types (including nation-states, criminal enterprises, flows available to fund our operations, capital expenditures and other future business opportunities or the return of cash to our
individuals, or advanced persistent threat groups). Geopolitical turmoil, including as a result of the Russia-Ukraine conflict, shareholders. Our ability to pay interest and repay the principal of our indebtedness is dependent on our ability to generate
evolution, scope, and sophistication of cyber-attacks, accessibility of our data by third parties through interconnected networks, sufficient cash flows, which is dependent, in part, on prevailing economic and competitive conditions and certain legislative,
and an increase in work-from-home arrangements heighten the risk of cyber-attacks. We have operational safeguards in place to regulatory, and other factors beyond our control. If we are unable to maintain sufficient cash flows from operations to meet our
detect and prevent cyber-attacks, such as employee training, monitoring of our networks and systems, ensuring strong data debt commitments, and related covenants, our financial condition and results of operations are likely to be materially adversely
protection standards, and maintaining and upgrading security systems but it is virtually impossible to entirely eliminate this impacted. Additionally, conditions in financial markets could affect financial institutions with which we have relationships and
risk. To date, we have not experienced any significant impacts. However, our safeguards may not always be able to prevent a could result in adverse effects on our ability to utilize fully our committed borrowing facilities. For example, a lender under the
cyber-attack from impacting our systems and we may not be able to successfully and timely execute our business recovery senior secured credit facilities may be unwilling or unable to fund a borrowing request, and we may not be able to replace such
protocol, which could have a material impact on our business, financial condition, results of operations, or cash flows. Further, lender.
as cybersecurity threats continue to evolve, we may be required to make significant investments to modify or enhance our
systems to improve our ability to respond and recover. In addition, our customers, suppliers, and third-party service providers We use cash provided by operations, commercial paper issuances, bank term loans, committed and uncommitted
are susceptible to cyber-attacks and disruption to their information technology systems, which could result in reduced demand revolving credit facilities, asset divestitures, debt issuances, and equity issuances to meet our funding needs. Credit rating
for our products or limit our ability to supply our products. agencies rate our debt securities 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. Any significant additional indebtedness would likely
We also maintain and have access to sensitive, confidential, or personal data or information that is subject to privacy negatively affect the credit ratings of our debt. Actions taken by the rating agencies include maintaining, upgrading, or
and security laws, regulations, and customer controls. Data privacy laws and regulations continue to evolve and impose more downgrading the current rating or assigning a negative outlook, as occurred in May 2024 when one rating agency lowered its
complex and stringent requirements especially in the U.S., Europe, and China, which increases the complexity of our processes outlook from “stable” to “negative”, for a possible future downgrade. If rating agencies downgrade our credit rating, place us on
and associated costs. Despite our efforts to protect such information and to comply with privacy and data protection laws and a watch list, or if there are adverse market conditions, including disruptions in the commercial paper market, the impacts could
regulations, our facilities and systems and those of our customers, suppliers, and third-party service providers may be include reduced access to commercial paper, credit, and capital markets, an increase in the cost of our borrowings or the fees
vulnerable to security breaches, cyber-attacks, misplaced or lost data, and programming and/or user errors that could lead to the associated with our bank credit facilities, or an increase in the credit spread incurred when issuing debt in the capital markets.
compromising of sensitive, confidential, or personal data or information, the improper use of our systems and networks, and the While we have not experienced a significant financial impact from the negative outlook assigned by one credit rating agency,
manipulation and destruction of data. Information system damages, disruptions, shutdowns, or compromises could result in there is no assurance it will not have a significant impact in the future. Our desire to maintain the Company's investment grade
production downtimes and operational disruptions, transaction errors, loss of customers and business opportunities, violation of rating may also cause us to take certain actions designed to improve our cash flow, including sale of assets, suspension or
privacy laws and legal liability, regulatory fines, penalties or intervention, negative publicity resulting in reputational damage, reduction of our dividend, or share buybacks, and reductions in capital expenditures and working capital. Refer to Item 7.
reimbursement or compensatory payments, and other costs, any of which could have an adverse effect on our business, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," "Liquidity and Capital Resources,"
financial condition, results of operations, or cash flows, which affect may be material and result in a competitive disadvantage. of this Annual Report on Form 10-K for more information on our credit rating profile.
Although we attempt to mitigate these risks by employing a number of measures, our systems, networks, products, and services
remain potentially vulnerable to advanced and persistent threats. In addition, a significant number of our operating subsidiaries are not guarantors of our indebtedness. In the event that
any non-guarantor subsidiary becomes insolvent, liquidates, reorganizes, dissolves, or otherwise winds up, the assets of such
Information Technology — A failure or disruption in our information technology systems could disrupt our operations, subsidiary will be used to satisfy the claims of its creditors. The non-guarantor subsidiaries have no direct obligations in respect
compromise customer, employee, supplier, and other data, and could negatively affect our business. of our indebtedness, and therefore, a direct claim against any non-guarantor subsidiary and any claims to enforce payment on
our indebtedness will be structurally subordinated to all of the claims of the creditors of our non-guarantor subsidiaries.
We rely on the successful and uninterrupted functioning of our information technology and control systems to securely
manage operations and various business functions, and on various technologies to process, store, and report information about Interest Rates — Rising interest rates increase our borrowing costs on our variable rate indebtedness and could have other
our business, and to interact with customers, suppliers, and employees around the world. In addition, our information systems negative impacts.
rely on internal information technology systems and third-party systems, including cloud solutions, which require different
security measures. These measures cover technical changes to our network security, organization, and governance changes as As of June 30, 2024, approximately 30% of our indebtedness was subject to variable interest rates. When interest rates
well as alignment of third-party suppliers on market standards. As with all information technology systems, our systems may be increase, our debt service obligations on our variable rate indebtedness increase even when the amount borrowed remains the
susceptible to damage, disruption, information loss, or shutdown due to a variety of factors including power outages, failures same. In order to dampen inflation, central banks around the world, including the U.S. Federal Reserve and the European
during the process of upgrading or replacing software, hardware failures, cyber-attacks (e.g., phishing, ransomware, computer Central Bank, have continued to maintain higher interest rates in fiscal year 2024 and this directly impacted and will continue to
viruses), natural disasters, telecommunications failures, user errors, unauthorized access, and malicious or accidental impact the amount of interest we pay on our variable rate obligations. Furthermore, sustained or continued increases in interest
17 18 Amcor Annual Report 2024
Form 10-K 34
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. We have been subject to the requirements of Section 404 of the Sarbanes-Oxley Act ("SOX") since fiscal year 2020.
Management is responsible for establishing and maintaining adequate internal controls over financial reporting and while they
We manage exposure to interest rates by maintaining a mixture of fixed-rate and variable-rate debt, monitoring global meet the standards set forth in SOX, our internal control over financial reporting may not prevent or detect misstatements, as
interest rates, and, where appropriate, entering into various derivative instruments. However, if our derivative instruments are any controls or procedures, no matter how well designed and operated, can provide only reasonable assurance against
not effective in mitigating our interest rate risk, if we are under-hedged, or if a hedge provider defaults on their obligations misstatement. If we fail to maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or
under hedging arrangements, it could have a material adverse impact on our business, financial condition, results of operations, criminal penalties, or litigation. In addition, failure to maintain adequate internal controls could result in financial statements
or cash flows. that do not accurately reflect our financial condition, and we may be required to restate previously published financial
information, which could lead to a material adverse effect on our operations, loss of investor confidence, and a negative impact
In addition, continued increases in interest rates could reduce the attractiveness of cash management programs we use, on the trading price of our common stock.
such as customer and supply chain finance programs, which could negatively impact our cash and working capital and increase
our borrowings. Refer to Note 13, "Debt," of the notes to consolidated financial statements for information about our variable Insurance — Our insurance policies, including our use of a captive insurance company, may not provide adequate
rate borrowings. Also refer to "Item 7A. - Quantitative and Qualitative Disclosures About Market Risk," including interest rate protection against all of the risks we face.
risk, in this Annual Report on Form 10-K.
We seek protection from a number of our key operational risk exposures through the purchase of insurance. A
Exchange Rates — We are exposed to foreign exchange rate risk. significant portion of our insurance is placed in the insurance market with third-party reinsurers. Our policies with such third-
party reinsurers cover a variety of risk exposures, including property damage and business interruption. Although we believe
We are subject to foreign exchange rate risk, both transactional and translational, which may negatively affect our the coverage provided by such policies is consistent with industry practice, the insurance coverage does not insure us against all
reported cash flow, financial condition, and results of operations. Transactional foreign exchange exposures are associated with risks in our operations or all claims we may receive and there is no guarantee that any claims made under such policies will
transactions in currencies other than the entity's functional currency. Translational foreign exchange exposures result from ultimately be paid or that we will be able to maintain such insurance at acceptable premium cost levels in the future.
exchange rate fluctuations in the conversion of entity functional currencies to U.S. dollars, our reporting currency, and may
affect the reported value of our assets and liabilities and our income and expenses. In particular, our translational exposure may Additionally, we retain a portion of our insurable risk through a captive insurance company, Amcor Insurances Pte.
be impacted by movements in the exchange rate between the Euro, the Brazilian Real, the Swiss Franc, the Chinese Yuan, and Ltd., which is located in Singapore. Our captive insurance company collects annual premiums from our business groups and
the United Kingdom Pound Sterling against the U.S. dollar. Refer to "Item 7A. - Quantitative and Qualitative Disclosures assumes specific risks relating to various risk exposures, including property damage. The captive insurance company may be
About Market Risk," including foreign exchange risk, in this Annual Report on Form 10-K. 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.
Exchange rates between transactional currencies may change rapidly due to a variety of factors. In addition, we have
recognized foreign exchange losses related to the currency devaluation in Argentina and its designation as a highly inflationary Legal and Compliance Risks
economy under U.S. GAAP. 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 Intellectual Property — Our inability to defend our intellectual property rights or intellectual property infringement claims
operations of our businesses in Argentina. Refer to Note 2, "Significant Accounting Policies," of the notes to consolidated against us could have an adverse impact on our ability to compete effectively.
financial statements in this Annual Report on Form 10-K for further information regarding highly inflationary accounting.
Our ability to compete effectively depends, in part, on our ability to protect and maintain the proprietary nature of our
To the extent currency devaluation occurs across our business, we are likely to experience a lag in the timing to pass owned and licensed intellectual property. We own a number of patents on our products, aspects of our products, methods of use
through U.S. dollar-denominated input costs across our business, which would adversely impact our margins and profitability. and/or methods of manufacturing, and we own, or have licenses to use, the material trademark and trade name rights used in
As such, we may be exposed to future exchange rate fluctuations, and such fluctuations could have a material adverse effect on connection with the packaging, marketing and distribution of our major products. We also rely on trade secrets, know-how, and
our reported cash flow, financial condition, and results of operations. Our Board of Directors has approved a hedging policy to other unpatented proprietary technology. If we are unable to detect the infringement of our intellectual property or to enforce
limit and manage the risk of such foreign exchange fluctuations, however, if our hedges are not effective in mitigating our our intellectual property rights, our competitive position may suffer. The unauthorized use of our intellectual property by
foreign currency risks, if we are under-hedged, or if a hedge provider defaults on their obligations under hedging arrangements, someone else could reduce certain of our competitive advantages, cause us to lose sales, or otherwise harm our business.
it could have a material adverse impact on our reported cash flow, financial condition, and results of operations.
We attempt to protect and restrict access to our intellectual property and proprietary information by relying on the
Goodwill and Other Intangible Assets — A significant write-down of goodwill and/or other intangible assets would have a patent, trademark, copyright, and trade secret laws of the countries in which we operate, as well as non-disclosure agreements.
material adverse effect on our reported results of operations and financial position. However, it may be possible for a third-party to obtain our information without authorization, independently develop similar
technologies, or breach a non-disclosure agreement entered into with us. Our pending patent applications and our pending
As of June 30, 2024, we had $6.7 billion of goodwill and other intangible assets. We review our goodwill balance for trademark registration applications may not be allowed, or competitors may challenge the validity or scope of our patents or
impairment at least once a year and whenever events or a change in circumstances indicate that an impairment may have trademarks. Our competitors might avoid infringement by designing around our intellectual property rights or by developing
occurred using the appropriate business valuation methods in accordance with current accounting standards. Future changes in non-infringing competing technologies. In addition, our patents, trademarks, and other intellectual property rights may not
the cost of capital, market multiples, market growth, expected cash flows, or other factors may cause our goodwill and/or other provide us with a significant competitive advantage. Furthermore, many of the countries in which we operate, particularly
intangible assets to be impaired, resulting in a non-cash charge in our results of operations to reduce the value of these assets to emerging markets, do not have intellectual property laws that protect proprietary rights as fully as the laws of more developed
their fair value. Furthermore, if we make changes to our business strategy or if external conditions adversely affect our business jurisdictions, such as the United States and the European Union. The costs associated with protecting our intellectual property
operations, we could be required to record an impairment charge for goodwill and/or intangible assets, which could have a rights could also adversely impact our business.
material adverse effect on our business, financial condition, and results of operations. We have identified the valuation of
goodwill and other intangible assets as a critical accounting estimate. Refer to "Item 7. - Management’s Discussion and Similarly, while we have not received any significant claims from third parties suggesting that we may be infringing,
Analysis of Financial Condition and Results of Operations," "Critical Accounting Estimates and Judgments," of this Annual directly or indirectly, on their intellectual property rights, there can be no assurance that we will not receive such claims in the
Report on Form 10-K. future. If we were held liable for a claim of infringement, we could be required to pay damages, obtain licenses, or cease
making, using or selling certain products or technologies. Intellectual property litigation, which could result in substantial costs
Internal Controls — If we fail to maintain an effective system of internal control over financial reporting, we may not be to us and divert the attention of management, may be necessary to protect our trade secrets or proprietary technology or for us
able to accurately report our financial results which may adversely affect investor confidence and adversely impact our stock to defend against claimed infringement of the rights of others and to determine the scope and validity of others’ proprietary
price. rights. We may not prevail in any such litigation, and if we are unsuccessful, we may not be able to obtain any necessary
19 Amcor Annual Report 2024 20
Form 10-K 35
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. We have been subject to the requirements of Section 404 of the Sarbanes-Oxley Act ("SOX") since fiscal year 2020.
Management is responsible for establishing and maintaining adequate internal controls over financial reporting and while they
We manage exposure to interest rates by maintaining a mixture of fixed-rate and variable-rate debt, monitoring global meet the standards set forth in SOX, our internal control over financial reporting may not prevent or detect misstatements, as
interest rates, and, where appropriate, entering into various derivative instruments. However, if our derivative instruments are any controls or procedures, no matter how well designed and operated, can provide only reasonable assurance against
not effective in mitigating our interest rate risk, if we are under-hedged, or if a hedge provider defaults on their obligations misstatement. If we fail to maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or
under hedging arrangements, it could have a material adverse impact on our business, financial condition, results of operations, criminal penalties, or litigation. In addition, failure to maintain adequate internal controls could result in financial statements
or cash flows. that do not accurately reflect our financial condition, and we may be required to restate previously published financial
information, which could lead to a material adverse effect on our operations, loss of investor confidence, and a negative impact
In addition, continued increases in interest rates could reduce the attractiveness of cash management programs we use, on the trading price of our common stock.
such as customer and supply chain finance programs, which could negatively impact our cash and working capital and increase
our borrowings. Refer to Note 13, "Debt," of the notes to consolidated financial statements for information about our variable Insurance — Our insurance policies, including our use of a captive insurance company, may not provide adequate
rate borrowings. Also refer to "Item 7A. - Quantitative and Qualitative Disclosures About Market Risk," including interest rate protection against all of the risks we face.
risk, in this Annual Report on Form 10-K.
We seek protection from a number of our key operational risk exposures through the purchase of insurance. A
Exchange Rates — We are exposed to foreign exchange rate risk. significant portion of our insurance is placed in the insurance market with third-party reinsurers. Our policies with such third-
party reinsurers cover a variety of risk exposures, including property damage and business interruption. Although we believe
We are subject to foreign exchange rate risk, both transactional and translational, which may negatively affect our the coverage provided by such policies is consistent with industry practice, the insurance coverage does not insure us against all
reported cash flow, financial condition, and results of operations. Transactional foreign exchange exposures are associated with risks in our operations or all claims we may receive and there is no guarantee that any claims made under such policies will
transactions in currencies other than the entity's functional currency. Translational foreign exchange exposures result from ultimately be paid or that we will be able to maintain such insurance at acceptable premium cost levels in the future.
exchange rate fluctuations in the conversion of entity functional currencies to U.S. dollars, our reporting currency, and may
affect the reported value of our assets and liabilities and our income and expenses. In particular, our translational exposure may Additionally, we retain a portion of our insurable risk through a captive insurance company, Amcor Insurances Pte.
be impacted by movements in the exchange rate between the Euro, the Brazilian Real, the Swiss Franc, the Chinese Yuan, and Ltd., which is located in Singapore. Our captive insurance company collects annual premiums from our business groups and
the United Kingdom Pound Sterling against the U.S. dollar. Refer to "Item 7A. - Quantitative and Qualitative Disclosures assumes specific risks relating to various risk exposures, including property damage. The captive insurance company may be
About Market Risk," including foreign exchange risk, in this Annual Report on Form 10-K. 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.
Exchange rates between transactional currencies may change rapidly due to a variety of factors. In addition, we have
recognized foreign exchange losses related to the currency devaluation in Argentina and its designation as a highly inflationary Legal and Compliance Risks
economy under U.S. GAAP. 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 Intellectual Property — Our inability to defend our intellectual property rights or intellectual property infringement claims
operations of our businesses in Argentina. Refer to Note 2, "Significant Accounting Policies," of the notes to consolidated against us could have an adverse impact on our ability to compete effectively.
financial statements in this Annual Report on Form 10-K for further information regarding highly inflationary accounting.
Our ability to compete effectively depends, in part, on our ability to protect and maintain the proprietary nature of our
To the extent currency devaluation occurs across our business, we are likely to experience a lag in the timing to pass owned and licensed intellectual property. We own a number of patents on our products, aspects of our products, methods of use
through U.S. dollar-denominated input costs across our business, which would adversely impact our margins and profitability. and/or methods of manufacturing, and we own, or have licenses to use, the material trademark and trade name rights used in
As such, we may be exposed to future exchange rate fluctuations, and such fluctuations could have a material adverse effect on connection with the packaging, marketing and distribution of our major products. We also rely on trade secrets, know-how, and
our reported cash flow, financial condition, and results of operations. Our Board of Directors has approved a hedging policy to other unpatented proprietary technology. If we are unable to detect the infringement of our intellectual property or to enforce
limit and manage the risk of such foreign exchange fluctuations, however, if our hedges are not effective in mitigating our our intellectual property rights, our competitive position may suffer. The unauthorized use of our intellectual property by
foreign currency risks, if we are under-hedged, or if a hedge provider defaults on their obligations under hedging arrangements, someone else could reduce certain of our competitive advantages, cause us to lose sales, or otherwise harm our business.
it could have a material adverse impact on our reported cash flow, financial condition, and results of operations.
We attempt to protect and restrict access to our intellectual property and proprietary information by relying on the
Goodwill and Other Intangible Assets — A significant write-down of goodwill and/or other intangible assets would have a patent, trademark, copyright, and trade secret laws of the countries in which we operate, as well as non-disclosure agreements.
material adverse effect on our reported results of operations and financial position. However, it may be possible for a third-party to obtain our information without authorization, independently develop similar
technologies, or breach a non-disclosure agreement entered into with us. Our pending patent applications and our pending
As of June 30, 2024, we had $6.7 billion of goodwill and other intangible assets. We review our goodwill balance for trademark registration applications may not be allowed, or competitors may challenge the validity or scope of our patents or
impairment at least once a year and whenever events or a change in circumstances indicate that an impairment may have trademarks. Our competitors might avoid infringement by designing around our intellectual property rights or by developing
occurred using the appropriate business valuation methods in accordance with current accounting standards. Future changes in non-infringing competing technologies. In addition, our patents, trademarks, and other intellectual property rights may not
the cost of capital, market multiples, market growth, expected cash flows, or other factors may cause our goodwill and/or other provide us with a significant competitive advantage. Furthermore, many of the countries in which we operate, particularly
intangible assets to be impaired, resulting in a non-cash charge in our results of operations to reduce the value of these assets to emerging markets, do not have intellectual property laws that protect proprietary rights as fully as the laws of more developed
their fair value. Furthermore, if we make changes to our business strategy or if external conditions adversely affect our business jurisdictions, such as the United States and the European Union. The costs associated with protecting our intellectual property
operations, we could be required to record an impairment charge for goodwill and/or intangible assets, which could have a rights could also adversely impact our business.
material adverse effect on our business, financial condition, and results of operations. We have identified the valuation of
goodwill and other intangible assets as a critical accounting estimate. Refer to "Item 7. - Management’s Discussion and Similarly, while we have not received any significant claims from third parties suggesting that we may be infringing,
Analysis of Financial Condition and Results of Operations," "Critical Accounting Estimates and Judgments," of this Annual directly or indirectly, on their intellectual property rights, there can be no assurance that we will not receive such claims in the
Report on Form 10-K. future. If we were held liable for a claim of infringement, we could be required to pay damages, obtain licenses, or cease
making, using or selling certain products or technologies. Intellectual property litigation, which could result in substantial costs
Internal Controls — If we fail to maintain an effective system of internal control over financial reporting, we may not be to us and divert the attention of management, may be necessary to protect our trade secrets or proprietary technology or for us
able to accurately report our financial results which may adversely affect investor confidence and adversely impact our stock to defend against claimed infringement of the rights of others and to determine the scope and validity of others’ proprietary
price. rights. We may not prevail in any such litigation, and if we are unsuccessful, we may not be able to obtain any necessary
19 20 Amcor Annual Report 2024
Form 10-K 36
licenses on reasonable terms or at all. Failure to protect our patents, trademarks, and other intellectual property rights could packaging materials. While we believe we are in compliance with existing regulations, the cost of compliance in the future to
have a material adverse effect on our business, financial condition, results of operations, or cash flows. modify our products may be significant and adversely impact our financial position, results of operations, and cash flows.
Litigation — Litigation, including product liability claims and litigation related to Environmental, Social and Governance Increased social legislation or regulation, including requirements related to human rights due diligence and modern
("ESG") impacts, or regulatory developments could adversely affect our business operations and financial performance. slavery reporting, could result in increased costs of compliance resulting from enhanced efforts to assess and remediate
potential human rights risk across our global operations and supply chain. Gaps in our ability to identify potential human rights
We are, and in the future will likely become, involved in lawsuits, regulatory inquiries, and governmental and other violations could lead to negative publicity or loss of business.
legal proceedings that arise in the ordinary course of our business, including product liability claims, which may lead to
financial or reputational damages. We may be exposed to litigation related to the environmental, health, and human rights We are a manufacturing entity that utilizes petrochemical-based raw materials to produce many of our products. Plastic
impacts of our operations, products, and sourcing activities, as well as our external communications related to such topics. bans or mandates to reduce plastic use may require shifts to more costly alternative materials or additional investment in the
Given our global footprint, we are exposed to uncertainty regarding the regulatory environment. The timing of the final redesign of existing products and these costs might not be able to be passed on to our customers. Mandates to use certain types
resolutions to lawsuits, regulatory actions and inquiries, and governmental and other legal proceedings is typically uncertain. of materials, such as post-consumer recycled ("PCR") content, may lead to supply shortages and higher prices for those
Additionally, the possible outcomes of, or resolutions to, these proceedings could include adverse judgments or settlements, materials as current recycling rates may be insufficient to meet increased demand for PCR within and beyond the packaging
either of which could require substantial payments. industry.
ESG Practices — Increasing scrutiny and changing expectations from investors, customers, suppliers, and governments Additionally, a sizable portion of our business comes from healthcare packaging and food and beverage packaging,
with respect to our ESG practices and commitments may impose additional costs on us or expose us to additional risks. both highly regulated markets. Therefore, we are also subject to certain local and international standards related to such
products. Compliance with these laws and regulations can require a significant expenditure of financial and employee
There is increased scrutiny from investors, customers, suppliers, governments, and other stakeholders on corporate resources. A failure to comply with these regulatory requirements could adversely affect our reputation, our results of
ESG practices. Our commitment to sustainability and ESG practices remains at the core of our business, and we have operations or result in, among other things, litigation, revocation of required licenses, internal investigations, governmental
established related goals and targets. For example, we have made a public commitment to achieve net zero greenhouse gas investigations or proceedings, administrative enforcement actions, fines, and civil and criminal liability.
emissions by 2050 and have set interim emissions targets which have been approved by the Science Based Targets initiative
("SBTi"). However, our ESG practices may not meet the standards of all of our stakeholders, and advocacy groups may Operational EHS Risks — We are subject to costs and liabilities related to environment, health and safety ("EHS") laws
campaign for further changes. Many of our large, global customers are also committing to long-term targets to reduce and regulations, as well as changes in the global climate, that could adversely affect our business.
greenhouse gas emissions within their supply chains. If we are unable to support our customers in achieving these reductions,
customers may seek out competitors who are better able to support such reductions. A failure, or perceived failure, to respond We are required to comply with EHS laws, rules, and regulations in each of the countries in which we operate and do
to expectations of all parties, including with meeting our own climate-related and other ESG target ambitions, could cause harm business. Federal, state, provincial, and local laws and requirements pertaining to workplace health and safety conditions are
to our business and reputation and have a negative impact on the trading price of our common stock. Moreover, not all of our significant factors in our business to ensure our people at all locations are able to go home safely every day. Changes to these
competitors establish, or will be legally required to establish, climate or other ESG sustainability targets and goals at levels laws and requirements may result in additional costs and actions across the affected country and/or region. Various government
comparable to ours, which could result in competitors having lower supply chain, operating or compliance costs as well as agencies may promulgate new or modified legislation and implement special emphasis programs and enforcement actions that
reduced reputational and legal risks associated with not meeting such goals. could impact specific Amcor operations covered by the respective programs.
ESG Regulations — Changing ESG government regulations , including climate-related rules, may adversely affect our Federal, state, provincial, foreign, and local environmental requirements relating to air, soil, and water quality,
company. handling, discharge, storage, and disposal of a variety of substances, are also significant factors in our business, and changes to
such requirements generally result in an increase to our costs of operations. We may be found to have environmental liability
Numerous ESG-related legislative and regulatory initiatives, including those related to our products, operations, and for the costs of remediating soil or water that is, or was, contaminated by us or a third-party at various facilities we own, used,
sourcing activities, have been passed and are likely to continue to be introduced in the various jurisdictions in which we or operate (including facilities that may be acquired by us in the future). For instance, an increase in legislation with respect to
operate. These new ESG-related regulations are evolving rapidly, and the regulations being enacted are often not harmonized litter related to plastic packaging or related recycling programs may cause legislators in some countries and regions in which
across the jurisdictions in which we operate, increasing the complexity and cost of compliance and exposing us to increased our products are sold to consider banning or limiting certain packaging formats or materials or applying taxes or fees on some
legal risks associated with compliance. Our failure to comply with ESG regulatory reporting requirements could result in fines, types of our products. Legal proceedings may result in the imposition of fines or penalties, as well as mandated remediation
loss of reputation, and other negative impacts which could be material and the cost of compliance may negatively impact our programs, that require substantial, and in some instances, unplanned capital expenditures.
business, financial condition, and results of operations.
We have incurred in the past and may incur in the future, fines, penalties, and legal costs relating to environmental
Additionally, increased regulation of emissions linked to climate change, including greenhouse gas emissions and matters, and costs relating to the damage of natural resources, lost property values, and toxic tort claims. Provisions are raised
other climate-related regulations, could potentially increase the cost of our operations due to increased costs of compliance when it is considered probable that we have some liability, and the amount can be reasonably estimated. However, because the
(which may not be recoverable through adjustment of prices), increased cost of fossil fuel-based inputs and increased cost of extent of potential environmental damage and the extent of our liability for such damage, is usually difficult to assess and may
energy intensive raw material inputs. We could also incur additional compliance costs for monitoring and reporting emissions only be ascertained over a long period of time, our actual liability in such cases may end up being substantially higher than the
and for maintaining permits. However, any such changes are uncertain, and we cannot predict the amount of additional capital currently provisioned amount. Accordingly, additional charges could be incurred that would have an adverse effect on our
expenses or operating expenses that would be necessary for compliance. operating results and financial position, which may be material.
Increased environmental legislation or regulation, including regulations related to extended producer responsibility Tax Law Changes — Changes in tax laws or changes in our geographic mix of earnings could have a material impact on
("EPR"), could result in higher costs for us in the form of higher raw material costs, increased energy and freight costs, new our financial condition and results of operations.
taxes on packaging products which could reduce demand for our products, and result in increased litigation. It is possible that
certain materials might cease to be permitted to be used in our processes. Government bans of, or restrictions on, certain We are subject to income and other taxes in the many jurisdictions in which we operate. Tax laws and regulations are
materials or packaging formats may close off markets to Amcor's business. For example, governmental authorities in the U.S., complex and the determination of our global provision for income taxes and current and deferred tax assets and liabilities
Europe and in other countries have become increasingly focused on the contamination of soil, air, and water exacerbated by the requires judgment and estimation. We are subject to routine examinations of our income tax returns, and tax authorities may
use of non-degradable chemicals, including per- and polyfluoroalkyl substances ("PFAS"). Various U.S. states have disagree with our tax positions and assess additional tax. Our future income taxes could also be negatively impacted by our mix
implemented, or are in the process of implementing, laws to restrict the use of PFAS in various applications, including in of earnings in the jurisdictions in which we operate being different than anticipated given differences in statutory tax rates in the
countries in which we operate. In addition, we may be adversely impacted by certain tax policy efforts, including any tax law
21 Amcor Annual Report 2024 22
Form 10-K 37
licenses on reasonable terms or at all. Failure to protect our patents, trademarks, and other intellectual property rights could packaging materials. While we believe we are in compliance with existing regulations, the cost of compliance in the future to
have a material adverse effect on our business, financial condition, results of operations, or cash flows. modify our products may be significant and adversely impact our financial position, results of operations, and cash flows.
Litigation — Litigation, including product liability claims and litigation related to Environmental, Social and Governance Increased social legislation or regulation, including requirements related to human rights due diligence and modern
("ESG") impacts, or regulatory developments could adversely affect our business operations and financial performance. slavery reporting, could result in increased costs of compliance resulting from enhanced efforts to assess and remediate
potential human rights risk across our global operations and supply chain. Gaps in our ability to identify potential human rights
We are, and in the future will likely become, involved in lawsuits, regulatory inquiries, and governmental and other violations could lead to negative publicity or loss of business.
legal proceedings that arise in the ordinary course of our business, including product liability claims, which may lead to
financial or reputational damages. We may be exposed to litigation related to the environmental, health, and human rights We are a manufacturing entity that utilizes petrochemical-based raw materials to produce many of our products. Plastic
impacts of our operations, products, and sourcing activities, as well as our external communications related to such topics. bans or mandates to reduce plastic use may require shifts to more costly alternative materials or additional investment in the
Given our global footprint, we are exposed to uncertainty regarding the regulatory environment. The timing of the final redesign of existing products and these costs might not be able to be passed on to our customers. Mandates to use certain types
resolutions to lawsuits, regulatory actions and inquiries, and governmental and other legal proceedings is typically uncertain. of materials, such as post-consumer recycled ("PCR") content, may lead to supply shortages and higher prices for those
Additionally, the possible outcomes of, or resolutions to, these proceedings could include adverse judgments or settlements, materials as current recycling rates may be insufficient to meet increased demand for PCR within and beyond the packaging
either of which could require substantial payments. industry.
ESG Practices — Increasing scrutiny and changing expectations from investors, customers, suppliers, and governments Additionally, a sizable portion of our business comes from healthcare packaging and food and beverage packaging,
with respect to our ESG practices and commitments may impose additional costs on us or expose us to additional risks. both highly regulated markets. Therefore, we are also subject to certain local and international standards related to such
products. Compliance with these laws and regulations can require a significant expenditure of financial and employee
There is increased scrutiny from investors, customers, suppliers, governments, and other stakeholders on corporate resources. A failure to comply with these regulatory requirements could adversely affect our reputation, our results of
ESG practices. Our commitment to sustainability and ESG practices remains at the core of our business, and we have operations or result in, among other things, litigation, revocation of required licenses, internal investigations, governmental
established related goals and targets. For example, we have made a public commitment to achieve net zero greenhouse gas investigations or proceedings, administrative enforcement actions, fines, and civil and criminal liability.
emissions by 2050 and have set interim emissions targets which have been approved by the Science Based Targets initiative
("SBTi"). However, our ESG practices may not meet the standards of all of our stakeholders, and advocacy groups may Operational EHS Risks — We are subject to costs and liabilities related to environment, health and safety ("EHS") laws
campaign for further changes. Many of our large, global customers are also committing to long-term targets to reduce and regulations, as well as changes in the global climate, that could adversely affect our business.
greenhouse gas emissions within their supply chains. If we are unable to support our customers in achieving these reductions,
customers may seek out competitors who are better able to support such reductions. A failure, or perceived failure, to respond We are required to comply with EHS laws, rules, and regulations in each of the countries in which we operate and do
to expectations of all parties, including with meeting our own climate-related and other ESG target ambitions, could cause harm business. Federal, state, provincial, and local laws and requirements pertaining to workplace health and safety conditions are
to our business and reputation and have a negative impact on the trading price of our common stock. Moreover, not all of our significant factors in our business to ensure our people at all locations are able to go home safely every day. Changes to these
competitors establish, or will be legally required to establish, climate or other ESG sustainability targets and goals at levels laws and requirements may result in additional costs and actions across the affected country and/or region. Various government
comparable to ours, which could result in competitors having lower supply chain, operating or compliance costs as well as agencies may promulgate new or modified legislation and implement special emphasis programs and enforcement actions that
reduced reputational and legal risks associated with not meeting such goals. could impact specific Amcor operations covered by the respective programs.
ESG Regulations — Changing ESG government regulations , including climate-related rules, may adversely affect our Federal, state, provincial, foreign, and local environmental requirements relating to air, soil, and water quality,
company. handling, discharge, storage, and disposal of a variety of substances, are also significant factors in our business, and changes to
such requirements generally result in an increase to our costs of operations. We may be found to have environmental liability
Numerous ESG-related legislative and regulatory initiatives, including those related to our products, operations, and for the costs of remediating soil or water that is, or was, contaminated by us or a third-party at various facilities we own, used,
sourcing activities, have been passed and are likely to continue to be introduced in the various jurisdictions in which we or operate (including facilities that may be acquired by us in the future). For instance, an increase in legislation with respect to
operate. These new ESG-related regulations are evolving rapidly, and the regulations being enacted are often not harmonized litter related to plastic packaging or related recycling programs may cause legislators in some countries and regions in which
across the jurisdictions in which we operate, increasing the complexity and cost of compliance and exposing us to increased our products are sold to consider banning or limiting certain packaging formats or materials or applying taxes or fees on some
legal risks associated with compliance. Our failure to comply with ESG regulatory reporting requirements could result in fines, types of our products. Legal proceedings may result in the imposition of fines or penalties, as well as mandated remediation
loss of reputation, and other negative impacts which could be material and the cost of compliance may negatively impact our programs, that require substantial, and in some instances, unplanned capital expenditures.
business, financial condition, and results of operations.
We have incurred in the past and may incur in the future, fines, penalties, and legal costs relating to environmental
Additionally, increased regulation of emissions linked to climate change, including greenhouse gas emissions and matters, and costs relating to the damage of natural resources, lost property values, and toxic tort claims. Provisions are raised
other climate-related regulations, could potentially increase the cost of our operations due to increased costs of compliance when it is considered probable that we have some liability, and the amount can be reasonably estimated. However, because the
(which may not be recoverable through adjustment of prices), increased cost of fossil fuel-based inputs and increased cost of extent of potential environmental damage and the extent of our liability for such damage, is usually difficult to assess and may
energy intensive raw material inputs. We could also incur additional compliance costs for monitoring and reporting emissions only be ascertained over a long period of time, our actual liability in such cases may end up being substantially higher than the
and for maintaining permits. However, any such changes are uncertain, and we cannot predict the amount of additional capital currently provisioned amount. Accordingly, additional charges could be incurred that would have an adverse effect on our
expenses or operating expenses that would be necessary for compliance. operating results and financial position, which may be material.
Increased environmental legislation or regulation, including regulations related to extended producer responsibility Tax Law Changes — Changes in tax laws or changes in our geographic mix of earnings could have a material impact on
("EPR"), could result in higher costs for us in the form of higher raw material costs, increased energy and freight costs, new our financial condition and results of operations.
taxes on packaging products which could reduce demand for our products, and result in increased litigation. It is possible that
certain materials might cease to be permitted to be used in our processes. Government bans of, or restrictions on, certain We are subject to income and other taxes in the many jurisdictions in which we operate. Tax laws and regulations are
materials or packaging formats may close off markets to Amcor's business. For example, governmental authorities in the U.S., complex and the determination of our global provision for income taxes and current and deferred tax assets and liabilities
Europe and in other countries have become increasingly focused on the contamination of soil, air, and water exacerbated by the requires judgment and estimation. We are subject to routine examinations of our income tax returns, and tax authorities may
use of non-degradable chemicals, including per- and polyfluoroalkyl substances ("PFAS"). Various U.S. states have disagree with our tax positions and assess additional tax. Our future income taxes could also be negatively impacted by our mix
implemented, or are in the process of implementing, laws to restrict the use of PFAS in various applications, including in of earnings in the jurisdictions in which we operate being different than anticipated given differences in statutory tax rates in the
countries in which we operate. In addition, we may be adversely impacted by certain tax policy efforts, including any tax law
21 22 Amcor Annual Report 2024
Form 10-K 38
changes resulting from the Organization for Economic Cooperation and Development ("OECD") and the G20's inclusive Item 1B. - Unresolved Staff Comments
framework on Base Erosion and Profit Shifting ("BEPS"), which has proposed a 15% global minimum tax applied on a
country-by-country basis (the "Pillar Two rule"), and many countries (including countries in which we operate) have enacted or None.
begun the process of enacting laws adopting the Pillar Two rule. The first component of the Pillar Two rule applies to us from
July 1, 2024. While we do not currently expect the Pillar Two rule to have a material impact on our effective tax rate, our Item 1C. - Cybersecurity
analysis is ongoing as the OECD continues to release guidance and as countries begin implementing legislation. Future
developments could change our current assessment, and it is possible that the Pillar Two rule could adversely impact our tax We engage in an annual enterprise-wide risk assessment process which includes an evaluation of cybersecurity risks.
rate and subsequent tax expense. We recognize the critical importance of securing the information of the Company’s customers, vendors, and employees and
maintaining the security of our systems and data and have developed a comprehensive cybersecurity incident response plan.
Risks Relating to Being a Jersey, Channel Islands Company Listing Ordinary Shares
Governance
Our ordinary shares are issued under the laws of Jersey, Channel Islands, which may not provide the level of legal certainty
and transparency afforded by incorporation in a U.S. jurisdiction and which differ in some respects to the laws applicable to While everyone at the Company plays a part in managing cybersecurity risks, oversight responsibility is shared by the
U.S. corporations. Board of Directors, the Audit Committee, and management. The full Board of Directors receives an annual information
technology report and an update from management, which includes an update on our cybersecurity efforts. The Board of
We are organized under the laws of Jersey, Channel Islands, a British crown dependency that is an island located off Directors has delegated to the Audit Committee the review of the quarterly cybersecurity reports from management, which
the coast of Normandy, France. Jersey is not a member of the European Union. Jersey, Channel Islands legislation regarding outline our cybersecurity risk management framework and include updates on our completed, on-going, and planned actions
companies is largely based on English corporate law principles. The rights of holders of our ordinary shares are governed by relating to cybersecurity risks.
Jersey law, including the Companies (Jersey) Law 1991, as amended, and by the Amcor Articles of Association, as may be
amended from time to time. These rights differ in some respects from the rights of other shareholders in corporations Our Chief Information Security Officer ("CISO") leads our global Security Operations Center and has over 20 years of
incorporated in the United States. Further, there can be no assurance that the laws of Jersey, Channel Islands, will not change in experience in cybersecurity, including serving in similar roles at other public companies. Our CISO reports to our Vice
the future or that they will serve to protect investors in a similar fashion afforded under corporate law principles in the U.S., President of Information Technology who has 28 years of experience in Manufacturing and Financial Services and has been
which could adversely affect the rights of investors. leading our IT function for 14 years. Our Vice President of Information Technology reports to our Chief Financial Officer. Our
employees supporting our information security program have relevant educational and industry experience.
U.S. shareholders may not be able to enforce civil liabilities against us.
Our Security Operations Center team members have extensive experience in deploying and operating cybersecurity
A significant portion of our assets is located outside of the United States and several of our directors and officers are technologies which is enhanced on an ongoing basis through interactions with third party experts we employ to help protect the
citizens or residents of jurisdictions outside of the United States. As a result, it may be difficult for investors to successfully Company from cybersecurity threats. In addition, we maintain a global cross functional cyber crisis team which is responsible
serve a claim within the United States upon those non-U.S. directors and officers, or to enforce judgments realized in the United for evaluating cybersecurity threats and overseeing compliance with regulatory security requirements.
States.
Risk Management and Strategy
Judgments of U.S. courts may not be directly enforceable outside of the U.S. and the enforcement of judgments of
U.S. courts outside of the U.S., including those in Australia and Jersey, may be subject to limitations. Investors may also have We have implemented an extensive cybersecurity program that leverages the National Institute of Standards and
difficulties pursuing an original action brought in a court in a jurisdiction outside the U.S., including Australia and Jersey, for Technology ("NIST") Cybersecurity Framework. Our cybersecurity program is designed to assess, identify, and manage risks
liabilities under the securities laws of the U.S. Additionally, our Articles of Association provide that while the Royal Court of from cybersecurity threats while maintaining the confidentiality and availability of our information systems. We have adopted
Jersey will have non-exclusive jurisdiction over actions brought against us, the Royal Court of Jersey will be the sole and physical, technological, and administrative controls on data security, and have a defined procedure for data incident detection,
exclusive forum for derivative shareholder actions, actions for breach of fiduciary duty by our directors and officers, actions containment, response, and remediation. We perform periodic assessments to identify and assess cybersecurity risks, including
arising out of Companies (Jersey) Law 1991, as amended, or actions asserting a claim against our directors or officers governed through the utilization of third parties to assess our system vulnerabilities. We also regularly train employees on cybersecurity
by the internal affairs doctrine. The exclusive forum provision would not prevent derivative shareholder actions based on claims risks, including through monthly phishing simulations.
arising under U.S. federal securities laws from being raised in a U.S. court and would not prevent a U.S. court from asserting
jurisdiction over such claims. However, there is uncertainty whether a U.S. or Jersey court would enforce the exclusive forum We perform cybersecurity risk assessments of the third-party vendors we utilize and have processes to identify
provision for actions claiming breach of fiduciary duty and other claims. cybersecurity risks posed by using third-party systems. We also request our third-party vendors to promptly notify us of any
actual or suspected breach that could impact our data or operations.
Our global footprint exposes us to numerous and evolving cybersecurity risks that could have an adverse effect on our
business, financial condition, and results of operations. To date, we have not experienced any significant impacts from
cybersecurity threats. However, our safeguards may not always be able to prevent a cyber-attack from impacting our systems or
successfully execute our business recovery protocol, which could have a material impact on our business, financial condition,
results of operations, or cash flows. Refer to the risk factor captioned “Cybersecurity Risk – The disruption of our operations or
risk of loss of our sensitive business information could negatively impact our financial condition and results of operations” in
"Item 1A. - Risk Factors" of this Annual Report on Form 10-K for additional narrative on our cybersecurity risks and the
potential related impacts to us.
Item 2. - Properties
We consider our plants and other physical properties, whether owned or leased, to be suitable, adequate, and of
sufficient productive capacity to meet the requirements of our business. Our manufacturing plants operate at varying levels of
23 Amcor Annual Report 2024 24
Form 10-K 39
changes resulting from the Organization for Economic Cooperation and Development ("OECD") and the G20's inclusive Item 1B. - Unresolved Staff Comments
framework on Base Erosion and Profit Shifting ("BEPS"), which has proposed a 15% global minimum tax applied on a
country-by-country basis (the "Pillar Two rule"), and many countries (including countries in which we operate) have enacted or None.
begun the process of enacting laws adopting the Pillar Two rule. The first component of the Pillar Two rule applies to us from
July 1, 2024. While we do not currently expect the Pillar Two rule to have a material impact on our effective tax rate, our Item 1C. - Cybersecurity
analysis is ongoing as the OECD continues to release guidance and as countries begin implementing legislation. Future
developments could change our current assessment, and it is possible that the Pillar Two rule could adversely impact our tax We engage in an annual enterprise-wide risk assessment process which includes an evaluation of cybersecurity risks.
rate and subsequent tax expense. We recognize the critical importance of securing the information of the Company’s customers, vendors, and employees and
maintaining the security of our systems and data and have developed a comprehensive cybersecurity incident response plan.
Risks Relating to Being a Jersey, Channel Islands Company Listing Ordinary Shares
Governance
Our ordinary shares are issued under the laws of Jersey, Channel Islands, which may not provide the level of legal certainty
and transparency afforded by incorporation in a U.S. jurisdiction and which differ in some respects to the laws applicable to While everyone at the Company plays a part in managing cybersecurity risks, oversight responsibility is shared by the
U.S. corporations. Board of Directors, the Audit Committee, and management. The full Board of Directors receives an annual information
technology report and an update from management, which includes an update on our cybersecurity efforts. The Board of
We are organized under the laws of Jersey, Channel Islands, a British crown dependency that is an island located off Directors has delegated to the Audit Committee the review of the quarterly cybersecurity reports from management, which
the coast of Normandy, France. Jersey is not a member of the European Union. Jersey, Channel Islands legislation regarding outline our cybersecurity risk management framework and include updates on our completed, on-going, and planned actions
companies is largely based on English corporate law principles. The rights of holders of our ordinary shares are governed by relating to cybersecurity risks.
Jersey law, including the Companies (Jersey) Law 1991, as amended, and by the Amcor Articles of Association, as may be
amended from time to time. These rights differ in some respects from the rights of other shareholders in corporations Our Chief Information Security Officer ("CISO") leads our global Security Operations Center and has over 20 years of
incorporated in the United States. Further, there can be no assurance that the laws of Jersey, Channel Islands, will not change in experience in cybersecurity, including serving in similar roles at other public companies. Our CISO reports to our Vice
the future or that they will serve to protect investors in a similar fashion afforded under corporate law principles in the U.S., President of Information Technology who has 28 years of experience in Manufacturing and Financial Services and has been
which could adversely affect the rights of investors. leading our IT function for 14 years. Our Vice President of Information Technology reports to our Chief Financial Officer. Our
employees supporting our information security program have relevant educational and industry experience.
U.S. shareholders may not be able to enforce civil liabilities against us.
Our Security Operations Center team members have extensive experience in deploying and operating cybersecurity
A significant portion of our assets is located outside of the United States and several of our directors and officers are technologies which is enhanced on an ongoing basis through interactions with third party experts we employ to help protect the
citizens or residents of jurisdictions outside of the United States. As a result, it may be difficult for investors to successfully Company from cybersecurity threats. In addition, we maintain a global cross functional cyber crisis team which is responsible
serve a claim within the United States upon those non-U.S. directors and officers, or to enforce judgments realized in the United for evaluating cybersecurity threats and overseeing compliance with regulatory security requirements.
States.
Risk Management and Strategy
Judgments of U.S. courts may not be directly enforceable outside of the U.S. and the enforcement of judgments of
U.S. courts outside of the U.S., including those in Australia and Jersey, may be subject to limitations. Investors may also have We have implemented an extensive cybersecurity program that leverages the National Institute of Standards and
difficulties pursuing an original action brought in a court in a jurisdiction outside the U.S., including Australia and Jersey, for Technology ("NIST") Cybersecurity Framework. Our cybersecurity program is designed to assess, identify, and manage risks
liabilities under the securities laws of the U.S. Additionally, our Articles of Association provide that while the Royal Court of from cybersecurity threats while maintaining the confidentiality and availability of our information systems. We have adopted
Jersey will have non-exclusive jurisdiction over actions brought against us, the Royal Court of Jersey will be the sole and physical, technological, and administrative controls on data security, and have a defined procedure for data incident detection,
exclusive forum for derivative shareholder actions, actions for breach of fiduciary duty by our directors and officers, actions containment, response, and remediation. We perform periodic assessments to identify and assess cybersecurity risks, including
arising out of Companies (Jersey) Law 1991, as amended, or actions asserting a claim against our directors or officers governed through the utilization of third parties to assess our system vulnerabilities. We also regularly train employees on cybersecurity
by the internal affairs doctrine. The exclusive forum provision would not prevent derivative shareholder actions based on claims risks, including through monthly phishing simulations.
arising under U.S. federal securities laws from being raised in a U.S. court and would not prevent a U.S. court from asserting
jurisdiction over such claims. However, there is uncertainty whether a U.S. or Jersey court would enforce the exclusive forum We perform cybersecurity risk assessments of the third-party vendors we utilize and have processes to identify
provision for actions claiming breach of fiduciary duty and other claims. cybersecurity risks posed by using third-party systems. We also request our third-party vendors to promptly notify us of any
actual or suspected breach that could impact our data or operations.
Our global footprint exposes us to numerous and evolving cybersecurity risks that could have an adverse effect on our
business, financial condition, and results of operations. To date, we have not experienced any significant impacts from
cybersecurity threats. However, our safeguards may not always be able to prevent a cyber-attack from impacting our systems or
successfully execute our business recovery protocol, which could have a material impact on our business, financial condition,
results of operations, or cash flows. Refer to the risk factor captioned “Cybersecurity Risk – The disruption of our operations or
risk of loss of our sensitive business information could negatively impact our financial condition and results of operations” in
"Item 1A. - Risk Factors" of this Annual Report on Form 10-K for additional narrative on our cybersecurity risks and the
potential related impacts to us.
Item 2. - Properties
We consider our plants and other physical properties, whether owned or leased, to be suitable, adequate, and of
sufficient productive capacity to meet the requirements of our business. Our manufacturing plants operate at varying levels of
23 24 Amcor Annual Report 2024
Form 10-K 40
utilization depending on the type of operation and market conditions. The breakdown of our significant manufacturing and PART II
support facilities at June 30, 2024, was as follows:
Item 5. - Market for Registrant's Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Flexibles Segment
Our ordinary shares are traded on the New York Stock Exchange (the "NYSE") under the symbol AMCR, and our
This segment has 160 significant manufacturing and support facilities located in 36 countries, of which 111 are owned CHESS Depositary Instruments ("CDIs") are traded on the Australian Securities Exchange (the "ASX") under the symbol
directly by us and 49 are leased from outside parties. Initial building lease terms typically provide for minimum terms in a range AMC. As of June 30, 2024, there were 96,121 registered holders of record of our ordinary shares and CDIs.
of two to 36 years and have one or more renewal options.
Share Repurchases
Rigid Packaging Segment
We did not repurchase shares during the three months ended June 30, 2024. The table below is presented in millions,
This segment has 52 significant manufacturing and support facilities located in 11 countries, of which 12 are owned except number of shares, which are reflected in thousands, and per share amounts, which are expressed in U.S. dollars:
directly by us and 40 are leased from outside parties. Initial building lease terms typically provide for minimum terms in a range
Total Number of Approximate Dollar
of two to 20 years and have one or more renewal options. Shares Purchased as Value of Shares That
Part of Publicly May Yet Be
Corporate and General Total Number of Average Price Paid Announced Plans or Purchased Under the
Period Shares Purchased Per Share Programs Programs (1)
Our primary executive offices are located in Zurich, Switzerland. April 1 - 30, 2024 — $ — — $ 39
May 1 - 31, 2024 — — — 39
Item 3. - Legal Proceedings
June 1 - 30, 2024 — — — 39
Total — $ — —
Refer to Note 19, "Contingencies and Legal Proceedings," of the notes to consolidated financial statements for
information about legal proceedings. (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.
Item 4. - Mine Safety Disclosures
The timing, volume, and nature of share repurchases may be amended, suspended, or discontinued at any time.
Not applicable.
25 Amcor Annual Report 2024 26
Form 10-K 41
utilization depending on the type of operation and market conditions. The breakdown of our significant manufacturing and PART II
support facilities at June 30, 2024, was as follows:
Item 5. - Market for Registrant's Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Flexibles Segment
Our ordinary shares are traded on the New York Stock Exchange (the "NYSE") under the symbol AMCR, and our
This segment has 160 significant manufacturing and support facilities located in 36 countries, of which 111 are owned CHESS Depositary Instruments ("CDIs") are traded on the Australian Securities Exchange (the "ASX") under the symbol
directly by us and 49 are leased from outside parties. Initial building lease terms typically provide for minimum terms in a range AMC. As of June 30, 2024, there were 96,121 registered holders of record of our ordinary shares and CDIs.
of two to 36 years and have one or more renewal options.
Share Repurchases
Rigid Packaging Segment
We did not repurchase shares during the three months ended June 30, 2024. The table below is presented in millions,
This segment has 52 significant manufacturing and support facilities located in 11 countries, of which 12 are owned except number of shares, which are reflected in thousands, and per share amounts, which are expressed in U.S. dollars:
directly by us and 40 are leased from outside parties. Initial building lease terms typically provide for minimum terms in a range
Total Number of Approximate Dollar
of two to 20 years and have one or more renewal options. Shares Purchased as Value of Shares That
Part of Publicly May Yet Be
Corporate and General Total Number of Average Price Paid Announced Plans or Purchased Under the
Period Shares Purchased Per Share Programs Programs (1)
Our primary executive offices are located in Zurich, Switzerland. April 1 - 30, 2024 — $ — — $ 39
May 1 - 31, 2024 — — — 39
Item 3. - Legal Proceedings
June 1 - 30, 2024 — — — 39
Total — $ — —
Refer to Note 19, "Contingencies and Legal Proceedings," of the notes to consolidated financial statements for
information about legal proceedings. (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.
Item 4. - Mine Safety Disclosures
The timing, volume, and nature of share repurchases may be amended, suspended, or discontinued at any time.
Not applicable.
25 26 Amcor Annual Report 2024
Form 10-K 42
Shareholder Return Performance Item 6. [Reserved]
The information under this caption "Shareholder Return Performance" in this Item 5 of this Annual Report on Form Item 7. - Management's Discussion and Analysis of Financial Condition and Results of Operations
10-K is not deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C under the
Exchange Act, or to the liabilities of Section 18 of the Exchange Act and will not be deemed to be incorporated by reference Management’s Discussion and Analysis should be read in conjunction with the Consolidated Financial Statements and related
into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically Notes included in Item 8 of this Annual Report on Form 10-K.
incorporate it by reference into such a filing.
The following is a discussion and analysis of changes in the results of operations for fiscal year 2024 compared to fiscal year
The line graph below illustrates our cumulative total shareholder return on our ordinary shares as compared with the 2023. A discussion and analysis regarding our results of operations for fiscal year 2023, compared to fiscal year 2022 that are
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 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
period beginning June 30, 2019. The graph assumes $100 was invested on June 30, 2019, and that all dividends were fiscal year ended June 30, 2023, filed with the SEC on August 17, 2023 and incorporated by reference.
reinvested.
Two Year Review of Results
(in millions) 2024 2023
Net sales $ 13,640 100.0 % $ 14,694 100.0 %
Cost of sales (10,928) (80.1) (11,969) (81.5)
Gross profit 2,712 19.9 2,725 18.5
Operating expenses:
Selling, general, and administrative expenses (1,260) (9.2) (1,246) (8.5)
Research and development expenses (106) (0.8) (101) (0.7)
Restructuring, impairment, and other related activities, net (97) (0.7) 104 0.7
Other income/(expenses), net (35) (0.3) 26 0.2
Operating income 1,214 8.9 1,508 10.3
Interest income 38 0.3 31 0.2
Interest expense (348) (2.6) (290) (2.0)
Other non-operating income, net 3 — 2 —
Income before income taxes and equity in loss of affiliated companies 907 6.6 1,251 8.5
Income tax expense (163) (1.2) (193) (1.3)
Equity in loss of affiliated companies, net of tax (4) — — —
Net income $ 740 5.4 % $ 1,058 7.2 %
June 30, June 30, June 30, June 30, June 30, June 30,
2019 2020 2021 2022 2023 2024
Net income attributable to non-controlling interests (10) (0.1) (10) (0.1)
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
Net income attributable to Amcor plc $ 730 5.4 % $ 1,048 7.1 %
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
The Peer Group consists of Ansell Limited, AptarGroup, Inc., Avery Dennison Corporation, Ball Corporation, Berry
Global Group, Inc., Brambles Limited, Coles Group Limited, Conagra Brands, Inc., Crown Holdings, Inc., Danone SA, General
Mills, Inc., Graphic Packaging Holding 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., Sonoco Products Company, Treasury Wine Estates Limited,
Unilever PLC, Wesfarmers Limited, WestRock Company, and Woolworths Group Limited.
27 Amcor Annual Report 2024 28
Form 10-K 43
Shareholder Return Performance Item 6. [Reserved]
The information under this caption "Shareholder Return Performance" in this Item 5 of this Annual Report on Form Item 7. - Management's Discussion and Analysis of Financial Condition and Results of Operations
10-K is not deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C under the
Exchange Act, or to the liabilities of Section 18 of the Exchange Act and will not be deemed to be incorporated by reference Management’s Discussion and Analysis should be read in conjunction with the Consolidated Financial Statements and related
into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically Notes included in Item 8 of this Annual Report on Form 10-K.
incorporate it by reference into such a filing.
The following is a discussion and analysis of changes in the results of operations for fiscal year 2024 compared to fiscal year
The line graph below illustrates our cumulative total shareholder return on our ordinary shares as compared with the 2023. A discussion and analysis regarding our results of operations for fiscal year 2023, compared to fiscal year 2022 that are
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 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
period beginning June 30, 2019. The graph assumes $100 was invested on June 30, 2019, and that all dividends were fiscal year ended June 30, 2023, filed with the SEC on August 17, 2023 and incorporated by reference.
reinvested.
Two Year Review of Results
(in millions) 2024 2023
Net sales $ 13,640 100.0 % $ 14,694 100.0 %
Cost of sales (10,928) (80.1) (11,969) (81.5)
Gross profit 2,712 19.9 2,725 18.5
Operating expenses:
Selling, general, and administrative expenses (1,260) (9.2) (1,246) (8.5)
Research and development expenses (106) (0.8) (101) (0.7)
Restructuring, impairment, and other related activities, net (97) (0.7) 104 0.7
Other income/(expenses), net (35) (0.3) 26 0.2
Operating income 1,214 8.9 1,508 10.3
Interest income 38 0.3 31 0.2
Interest expense (348) (2.6) (290) (2.0)
Other non-operating income, net 3 — 2 —
Income before income taxes and equity in loss of affiliated companies 907 6.6 1,251 8.5
Income tax expense (163) (1.2) (193) (1.3)
Equity in loss of affiliated companies, net of tax (4) — — —
Net income $ 740 5.4 % $ 1,058 7.2 %
June 30, June 30, June 30, June 30, June 30, June 30,
2019 2020 2021 2022 2023 2024
Net income attributable to non-controlling interests (10) (0.1) (10) (0.1)
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
Net income attributable to Amcor plc $ 730 5.4 % $ 1,048 7.1 %
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
The Peer Group consists of Ansell Limited, AptarGroup, Inc., Avery Dennison Corporation, Ball Corporation, Berry
Global Group, Inc., Brambles Limited, Coles Group Limited, Conagra Brands, Inc., Crown Holdings, Inc., Danone SA, General
Mills, Inc., Graphic Packaging Holding 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., Sonoco Products Company, Treasury Wine Estates Limited,
Unilever PLC, Wesfarmers Limited, WestRock Company, and Woolworths Group Limited.
27 28 Amcor Annual Report 2024
Form 10-K 44
Overview Highly Inflationary Accounting
Amcor is a global leader in developing and producing responsible packaging solutions across a variety of materials for We have subsidiaries in Argentina that historically had a functional currency of the Argentine Peso. As of June 30,
food, beverage, pharmaceutical, medical, home and personal-care, and other products. We work with leading companies around 2018, the Argentine economy was designated as highly inflationary for accounting purposes. Accordingly, beginning July 1,
the world to protect products, differentiate brands, and improve supply chains. We offer a range of innovative, differentiating 2018, we began reporting the financial results of our Argentine subsidiaries with a functional currency of the Argentine Peso at
flexible and rigid packaging, specialty cartons, closures and services. We are focused on making packaging that is increasingly the functional currency of the parent, which is the U.S. dollar. Following the governmental election in the second quarter of
recyclable, reusable, lighter weight, and made using an increasing amount of recycled content. In fiscal year 2024, 41,000 fiscal year 2024, Argentina devalued the Argentine Peso by approximately 55% against the U.S. dollar and the Argentine peso
Amcor people generated $13.6 billion in annual sales from operations that span 212 locations in 40 countries. has since been relatively stable against the U.S. dollar. Highly inflationary accounting resulted in a negative impact of $53
million and $24 million in foreign currency transaction losses that were reflected in the consolidated statements of income for
Significant Developments Affecting the Periods Presented the fiscal years ended June 30, 2024, and 2023, respectively. Our operations in Argentina represented approximately 2% of our
consolidated net sales and annual adjusted earnings before interest and tax in the last two fiscal years.
Economic and Market Conditions
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. While we continue to be impacted by softer consumer
demand and customer order volatility in certain markets, and higher inflation in certain areas, such as labor costs, we have
flexed our cost base to adjust to market conditions. 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.
The underlying causes for the market volatility experienced can be attributed to a variety of factors, such as
geopolitical tension and conflicts, higher inflation in many economies impacting consumption and consumer demand, and
customer destocking following a period of supply chain constraints. In this context, we have remained focused on taking price
and cost actions to offset inflation, aligning our cost base with market dynamics, and managing working capital.
Russia-Ukraine Conflict / 2023 Restructuring Plan
Russia's invasion of Ukraine that began in February 2022 continues as of the date of the filing of this annual report. In
advance of the invasion, we proactively suspended operations at our small manufacturing site in Ukraine. We also operated
three manufacturing facilities in Russia ("Russian business") until their sale on December 23, 2022, for net cash proceeds of
$365 million. In addition, we repatriated approximately $65 million in cash held in Russia as part of the transaction. We
recorded a pre-tax net gain on sale of $215 million. The carrying value of the Russian business had previously been impaired by
$90 million in the quarter ended June 30, 2022.
On February 7, 2023, we announced that we expect to invest $110 million to $130 million of the sale proceeds from
the Russian business in various cost savings initiatives to partly offset divested earnings from the Russian business (the "2023
Restructuring Plan" or the "Plan"). We expect total Plan cash and non-cash net expenses 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. To date,
the Plan has resulted in approximately $70 million of net cash outflows.
Management initiated other restructuring actions in the fourth quarter of fiscal year 2022 to help mitigate the impact of
the Russian sale. Management expects to realize an annualized pre-tax benefit of approximately $50 million from structural cost
reduction actions taken as a result of all Russia related restructuring by the end of fiscal year 2025.
For further information, refer to Note 4, "Restructuring, Impairment, and Other Related Activities, Net," and Note 6,
"Restructuring" of "Part II, Item 8, Notes to Consolidated Financial Statements."
29 Amcor Annual Report 2024 30
Form 10-K 45
Overview Highly Inflationary Accounting
Amcor is a global leader in developing and producing responsible packaging solutions across a variety of materials for We have subsidiaries in Argentina that historically had a functional currency of the Argentine Peso. As of June 30,
food, beverage, pharmaceutical, medical, home and personal-care, and other products. We work with leading companies around 2018, the Argentine economy was designated as highly inflationary for accounting purposes. Accordingly, beginning July 1,
the world to protect products, differentiate brands, and improve supply chains. We offer a range of innovative, differentiating 2018, we began reporting the financial results of our Argentine subsidiaries with a functional currency of the Argentine Peso at
flexible and rigid packaging, specialty cartons, closures and services. We are focused on making packaging that is increasingly the functional currency of the parent, which is the U.S. dollar. Following the governmental election in the second quarter of
recyclable, reusable, lighter weight, and made using an increasing amount of recycled content. In fiscal year 2024, 41,000 fiscal year 2024, Argentina devalued the Argentine Peso by approximately 55% against the U.S. dollar and the Argentine peso
Amcor people generated $13.6 billion in annual sales from operations that span 212 locations in 40 countries. has since been relatively stable against the U.S. dollar. Highly inflationary accounting resulted in a negative impact of $53
million and $24 million in foreign currency transaction losses that were reflected in the consolidated statements of income for
Significant Developments Affecting the Periods Presented the fiscal years ended June 30, 2024, and 2023, respectively. Our operations in Argentina represented approximately 2% of our
consolidated net sales and annual adjusted earnings before interest and tax in the last two fiscal years.
Economic and Market Conditions
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. While we continue to be impacted by softer consumer
demand and customer order volatility in certain markets, and higher inflation in certain areas, such as labor costs, we have
flexed our cost base to adjust to market conditions. 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.
The underlying causes for the market volatility experienced can be attributed to a variety of factors, such as
geopolitical tension and conflicts, higher inflation in many economies impacting consumption and consumer demand, and
customer destocking following a period of supply chain constraints. In this context, we have remained focused on taking price
and cost actions to offset inflation, aligning our cost base with market dynamics, and managing working capital.
Russia-Ukraine Conflict / 2023 Restructuring Plan
Russia's invasion of Ukraine that began in February 2022 continues as of the date of the filing of this annual report. In
advance of the invasion, we proactively suspended operations at our small manufacturing site in Ukraine. We also operated
three manufacturing facilities in Russia ("Russian business") until their sale on December 23, 2022, for net cash proceeds of
$365 million. In addition, we repatriated approximately $65 million in cash held in Russia as part of the transaction. We
recorded a pre-tax net gain on sale of $215 million. The carrying value of the Russian business had previously been impaired by
$90 million in the quarter ended June 30, 2022.
On February 7, 2023, we announced that we expect to invest $110 million to $130 million of the sale proceeds from
the Russian business in various cost savings initiatives to partly offset divested earnings from the Russian business (the "2023
Restructuring Plan" or the "Plan"). We expect total Plan cash and non-cash net expenses 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. To date,
the Plan has resulted in approximately $70 million of net cash outflows.
Management initiated other restructuring actions in the fourth quarter of fiscal year 2022 to help mitigate the impact of
the Russian sale. Management expects to realize an annualized pre-tax benefit of approximately $50 million from structural cost
reduction actions taken as a result of all Russia related restructuring by the end of fiscal year 2025.
For further information, refer to Note 4, "Restructuring, Impairment, and Other Related Activities, Net," and Note 6,
"Restructuring" of "Part II, Item 8, Notes to Consolidated Financial Statements."
29 30 Amcor Annual Report 2024
Form 10-K 46
Results of Operations Rigid Packaging Segment
($ in millions) 2024 2023
Consolidated Results of Operations
Net sales $ 3,308 $ 3,540
($ in millions, except per share data) 2024 2023
Adjusted EBIT 259 265
Net sales $ 13,640 $ 14,694
Adjusted EBIT as a percentage of net sales 7.8 % 7.5 %
Operating income 1,214 1,508
Operating income as a percentage of net sales 8.9 % 10.3 % Net sales decreased by $232 million, or 7%, in fiscal year 2024, compared to fiscal year 2023. Excluding the positive
currency impacts of $30 million and the negative impact from the pass-through of lower raw material costs of approximately
$40 million, the remaining variation in net sales for fiscal year 2024 was a decrease of approximately $225 million, or 6%,
Net income attributable to Amcor plc $ 730 $ 1,048
reflecting unfavorable volumes of 8%, partly offset by price/mix benefits of approximately 2%.
Diluted Earnings Per Share $ 0.505 $ 0.705
Adjusted EBIT decreased by $6 million, or 2%, in fiscal year 2024, compared to fiscal year 2023. Excluding the
positive currency impacts of $3 million, the remaining variation in adjusted EBIT for fiscal year 2024 was a decrease of $9
Net sales decreased by $1,054 million, or 7%, in fiscal year 2024, compared to fiscal year 2023. Excluding the positive
million, or 4%, reflecting the net negative effect of 13% from unfavorable volumes and favorable operating cost performance,
currency impacts of $171 million, the negative impacts from the pass-through of lower raw material costs of $220 million, and
partly offset by favorable price/mix of 9%.
the negative impact from the disposed Russian business of $156 million, the remaining decrease in net sales for fiscal year 2024
was $849 million, or 6%, reflecting 5% lower sales volumes and an unfavorable price/mix impact of 1%.
Consolidated Gross Profit
Net income attributable to Amcor plc decreased by $318 million, or 30%, in fiscal year 2024, compared to fiscal year ($ in millions) 2024 2023
2023. This is mainly due to the non-recurrence of the pre-tax net gain of $215 million on disposal of the Russian business in Gross profit $ 2,712 $ 2,725
fiscal year 2023, a decrease in other income/(expenses), net of $61 million, primarily from the adverse impact on monetary
Gross profit as a percentage of net sales 19.9 % 18.5 %
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.
Gross profit decreased by $13 million in fiscal year 2024, compared to fiscal year 2023. The decrease was primarily
Diluted earnings per share ("Diluted EPS") decreased by $0.200, or 28%, in fiscal year 2024, compared to fiscal year driven by the impact of the disposed Russian business and lower volumes. Gross profit as a percentage of sales increased to
2023, with the net income attributable to ordinary shareholders of Amcor plc decreasing by 30% due to the above items and the 19.9% for fiscal year 2024, driven by an improvement in operating cost performance.
diluted weighted-average number of shares outstanding decreasing by 2% in fiscal year 2024, compared to fiscal year 2023.
The decrease in the diluted weighted-average number of shares outstanding was largely due to the repurchase of shares under Consolidated Selling, General, and Administrative ("SG&A") Expenses
previously announced share buyback programs.
($ in millions) 2024 2023
SG&A expenses $ (1,260) $ (1,246)
Segment Results of Operations
SG&A expenses as a percentage of net sales (9.2) % (8.5) %
Flexibles Segment
SG&A increased by $14 million, or 1%, in fiscal year 2024, compared to fiscal year 2023. The increase was primarily
($ in millions) 2024 2023
driven by the unfavorable impact of foreign currency translation of $15 million.
Net sales $ 10,332 $ 11,154
Adjusted EBIT 1,395 1,429 Consolidated Restructuring, Impairment and Other Related Activities, Net
Adjusted EBIT as a percentage of net sales 13.5 % 12.8 %
($ in millions) 2024 2023
Restructuring, impairment, and other related activities, net $ (97) $ 104
Net sales decreased by $822 million, or 7%, in fiscal year 2024, compared to fiscal year 2023. Excluding the positive
Restructuring, impairment, and other related activities, net, as a percentage of net sales (0.7) % 0.7 %
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%, Restructuring, impairment, and other related activities, net changed by $201 million, or 193%, in fiscal year 2024,
mainly reflecting lower market and customer demand and destocking most notably within the first half of the year, and compared to fiscal year 2023. The change was mainly a result of a pre-tax net gain of $215 million on the disposal of the
unfavorable price/mix impact of 2%. Russian business in fiscal year 2023, partially offset by a decrease in restructuring and related expenses, net, of $14 million in
the current year, primarily related to the 2023 Restructuring Plan.
Adjusted earnings before interest and tax ("Adjusted EBIT") decreased by $34 million, or 2% in fiscal year 2024,
compared to fiscal year 2023. Excluding positive currency impacts of $15 million and the negative net impact from the Consolidated Other Income/(Expenses), Net
disposed Russian business of $50 million, the remaining variation in Adjusted EBIT for fiscal year 2024 was an increase of $1
($ in millions) 2024 2023
million, reflecting the net positive effect of 7% from favorable operating cost performance more than offsetting unfavorable
volumes, but largely offset by net negative price/mix of 7%. Other income/(expenses), net $ (35) $ 26
Other income/(expenses), net as a percentage of net sales (0.3) % 0.2 %
Other income/(expenses), net changed by $61 million, in fiscal year 2024, compared to fiscal year 2023, primarily
from the $53 million adverse impact on monetary balances from highly inflationary accounting in Argentina.
31 Amcor Annual Report 2024 32
Form 10-K 47
Results of Operations Rigid Packaging Segment
($ in millions) 2024 2023
Consolidated Results of Operations
Net sales $ 3,308 $ 3,540
($ in millions, except per share data) 2024 2023
Adjusted EBIT 259 265
Net sales $ 13,640 $ 14,694
Adjusted EBIT as a percentage of net sales 7.8 % 7.5 %
Operating income 1,214 1,508
Operating income as a percentage of net sales 8.9 % 10.3 % Net sales decreased by $232 million, or 7%, in fiscal year 2024, compared to fiscal year 2023. Excluding the positive
currency impacts of $30 million and the negative impact from the pass-through of lower raw material costs of approximately
$40 million, the remaining variation in net sales for fiscal year 2024 was a decrease of approximately $225 million, or 6%,
Net income attributable to Amcor plc $ 730 $ 1,048
reflecting unfavorable volumes of 8%, partly offset by price/mix benefits of approximately 2%.
Diluted Earnings Per Share $ 0.505 $ 0.705
Adjusted EBIT decreased by $6 million, or 2%, in fiscal year 2024, compared to fiscal year 2023. Excluding the
positive currency impacts of $3 million, the remaining variation in adjusted EBIT for fiscal year 2024 was a decrease of $9
Net sales decreased by $1,054 million, or 7%, in fiscal year 2024, compared to fiscal year 2023. Excluding the positive
million, or 4%, reflecting the net negative effect of 13% from unfavorable volumes and favorable operating cost performance,
currency impacts of $171 million, the negative impacts from the pass-through of lower raw material costs of $220 million, and
partly offset by favorable price/mix of 9%.
the negative impact from the disposed Russian business of $156 million, the remaining decrease in net sales for fiscal year 2024
was $849 million, or 6%, reflecting 5% lower sales volumes and an unfavorable price/mix impact of 1%.
Consolidated Gross Profit
Net income attributable to Amcor plc decreased by $318 million, or 30%, in fiscal year 2024, compared to fiscal year ($ in millions) 2024 2023
2023. This is mainly due to the non-recurrence of the pre-tax net gain of $215 million on disposal of the Russian business in Gross profit $ 2,712 $ 2,725
fiscal year 2023, a decrease in other income/(expenses), net of $61 million, primarily from the adverse impact on monetary
Gross profit as a percentage of net sales 19.9 % 18.5 %
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.
Gross profit decreased by $13 million in fiscal year 2024, compared to fiscal year 2023. The decrease was primarily
Diluted earnings per share ("Diluted EPS") decreased by $0.200, or 28%, in fiscal year 2024, compared to fiscal year driven by the impact of the disposed Russian business and lower volumes. Gross profit as a percentage of sales increased to
2023, with the net income attributable to ordinary shareholders of Amcor plc decreasing by 30% due to the above items and the 19.9% for fiscal year 2024, driven by an improvement in operating cost performance.
diluted weighted-average number of shares outstanding decreasing by 2% in fiscal year 2024, compared to fiscal year 2023.
The decrease in the diluted weighted-average number of shares outstanding was largely due to the repurchase of shares under Consolidated Selling, General, and Administrative ("SG&A") Expenses
previously announced share buyback programs.
($ in millions) 2024 2023
SG&A expenses $ (1,260) $ (1,246)
Segment Results of Operations
SG&A expenses as a percentage of net sales (9.2) % (8.5) %
Flexibles Segment
SG&A increased by $14 million, or 1%, in fiscal year 2024, compared to fiscal year 2023. The increase was primarily
($ in millions) 2024 2023
driven by the unfavorable impact of foreign currency translation of $15 million.
Net sales $ 10,332 $ 11,154
Adjusted EBIT 1,395 1,429 Consolidated Restructuring, Impairment and Other Related Activities, Net
Adjusted EBIT as a percentage of net sales 13.5 % 12.8 %
($ in millions) 2024 2023
Restructuring, impairment, and other related activities, net $ (97) $ 104
Net sales decreased by $822 million, or 7%, in fiscal year 2024, compared to fiscal year 2023. Excluding the positive
Restructuring, impairment, and other related activities, net, as a percentage of net sales (0.7) % 0.7 %
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%, Restructuring, impairment, and other related activities, net changed by $201 million, or 193%, in fiscal year 2024,
mainly reflecting lower market and customer demand and destocking most notably within the first half of the year, and compared to fiscal year 2023. The change was mainly a result of a pre-tax net gain of $215 million on the disposal of the
unfavorable price/mix impact of 2%. Russian business in fiscal year 2023, partially offset by a decrease in restructuring and related expenses, net, of $14 million in
the current year, primarily related to the 2023 Restructuring Plan.
Adjusted earnings before interest and tax ("Adjusted EBIT") decreased by $34 million, or 2% in fiscal year 2024,
compared to fiscal year 2023. Excluding positive currency impacts of $15 million and the negative net impact from the Consolidated Other Income/(Expenses), Net
disposed Russian business of $50 million, the remaining variation in Adjusted EBIT for fiscal year 2024 was an increase of $1
($ in millions) 2024 2023
million, reflecting the net positive effect of 7% from favorable operating cost performance more than offsetting unfavorable
volumes, but largely offset by net negative price/mix of 7%. Other income/(expenses), net $ (35) $ 26
Other income/(expenses), net as a percentage of net sales (0.3) % 0.2 %
Other income/(expenses), net changed by $61 million, in fiscal year 2024, compared to fiscal year 2023, primarily
from the $53 million adverse impact on monetary balances from highly inflationary accounting in Argentina.
31 32 Amcor Annual Report 2024
Form 10-K 48
Consolidated Interest Income
Presentation of Non-GAAP Information
($ in millions) 2024 2023
Interest income $ 38 $ 31 This Annual Report on Form 10-K refers to non-GAAP financial measures: adjusted earnings before interest and taxes
Interest income as a percentage of net sales 0.3 % 0.2 % ("Adjusted EBIT"), earnings before interest and tax ("EBIT"), adjusted net income, and net debt. Such measures have not been
prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These
non-GAAP financial measures adjust for factors that are unusual or unpredictable. These measures exclude the impact of
Interest income increased by $7 million, or 23%, in fiscal year 2024, compared to fiscal year 2023, driven by increased
certain amounts related to the effect of changes in currency exchange rates, acquisitions, and restructuring, including employee
interest rates on cash balances.
related costs, equipment relocation costs, accelerated depreciation, and the write-down of equipment. These measures also
exclude gains or losses on sales of significant property and divestitures, significant property and other impairments, net of
Consolidated Interest Expense
insurance recovery, certain regulatory and litigation matters, significant pension settlements, impairments in goodwill and
($ in millions) 2024 2023 equity method investments, and certain acquisition-related expenses, including transaction and integration expenses, due
Interest expense $ (348) $ (290) diligence expenses, professional and legal fees, purchase accounting adjustments for inventory, order backlog, intangible
amortization, changes in the fair value of contingent acquisition payments and economic hedging instruments on commercial
Interest expense as a percentage of net sales (2.6) % (2.0) %
paper, CEO transition costs, and impacts related to the Russia-Ukraine conflict. Note that while amortization of acquired
intangible assets is excluded from non-GAAP adjusted financial measures, the revenue of the acquired entities and all other
Interest expense increased by $58 million, or 20%, in fiscal year 2024, compared to fiscal year 2023, primarily driven expenses unless otherwise stated, are reflected in Adjusted EBIT and adjusted net income and the acquired assets contribute to
by increased interest rates on U.S. dollar and Euro denominated variable rate debt. revenue generation.
Consolidated Income Tax Expense This adjusted information should not be construed as an alternative to results determined in accordance with U.S.
GAAP. We use the non-GAAP measures to evaluate operating performance and believe that these non-GAAP measures are
($ in millions) 2024 2023
useful to enable investors and other external parties to perform comparisons of our current and historical performance.
Income tax expense $ (163) $ (193)
Effective tax rate 18.0 % 15.4 % A reconciliation of reported net income attributable to Amcor plc to Adjusted EBIT and adjusted net income for fiscal
years 2024, 2023, and 2022 is as follows:
Income tax expense decreased by $30 million, or 16%, in fiscal year 2024, compared to fiscal year 2023, primarily due
Years ended June 30,
to lower earnings. The higher effective tax rate for fiscal year 2024 is largely attributable to the non-taxable gain on the disposal
($ in millions) 2024 2023 2022
of the Russian business in the comparative period.
Net income attributable to Amcor plc, as reported $ 730 $ 1,048 $ 805
Add: Net income attributable to non-controlling interests 10 10 10
Net income 740 1,058 815
Add: Income tax expense 163 193 300
Add: Interest expense 348 290 159
Less: Interest income (38) (31) (24)
EBIT 1,213 1,510 1,250
Add: 2018/2019 Restructuring programs (1) — — 37
Add: Amortization of acquired intangible assets from business combinations (2) 167 160 163
Add: Impact of hyperinflation (3) 53 24 16
Add: Net loss on disposals (4) — — 10
Add: Property and other losses, net (5) — 2 13
Add/(Less): Restructuring and other related activities, net (6) 97 (90) 200
Add: CEO transition costs (7) 8 — —
Add: Other (8) 22 2 12
Adjusted EBIT 1,560 1,608 1,701
Less: Income tax expense (163) (193) (300)
Less: Adjustments to income tax expense (9) (62) (57) (32)
Less: Interest expense (348) (290) (159)
Add: Interest income 38 31 24
Less: Net income attributable to non-controlling interests (10) (10) (10)
Adjusted net income $ 1,015 $ 1,089 $ 1,224
(1) 2018/2019 Restructuring programs include restructuring and related expenses for the 2019 Bemis Integration Plan for fiscal year
2022. Refer to Note 6, "Restructuring," for more information.
33 Amcor Annual Report 2024 34
Form 10-K 49
Consolidated Interest Income
Presentation of Non-GAAP Information
($ in millions) 2024 2023
Interest income $ 38 $ 31 This Annual Report on Form 10-K refers to non-GAAP financial measures: adjusted earnings before interest and taxes
Interest income as a percentage of net sales 0.3 % 0.2 % ("Adjusted EBIT"), earnings before interest and tax ("EBIT"), adjusted net income, and net debt. Such measures have not been
prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These
non-GAAP financial measures adjust for factors that are unusual or unpredictable. These measures exclude the impact of
Interest income increased by $7 million, or 23%, in fiscal year 2024, compared to fiscal year 2023, driven by increased
certain amounts related to the effect of changes in currency exchange rates, acquisitions, and restructuring, including employee
interest rates on cash balances.
related costs, equipment relocation costs, accelerated depreciation, and the write-down of equipment. These measures also
exclude gains or losses on sales of significant property and divestitures, significant property and other impairments, net of
Consolidated Interest Expense
insurance recovery, certain regulatory and litigation matters, significant pension settlements, impairments in goodwill and
($ in millions) 2024 2023 equity method investments, and certain acquisition-related expenses, including transaction and integration expenses, due
Interest expense $ (348) $ (290) diligence expenses, professional and legal fees, purchase accounting adjustments for inventory, order backlog, intangible
amortization, changes in the fair value of contingent acquisition payments and economic hedging instruments on commercial
Interest expense as a percentage of net sales (2.6) % (2.0) %
paper, CEO transition costs, and impacts related to the Russia-Ukraine conflict. Note that while amortization of acquired
intangible assets is excluded from non-GAAP adjusted financial measures, the revenue of the acquired entities and all other
Interest expense increased by $58 million, or 20%, in fiscal year 2024, compared to fiscal year 2023, primarily driven expenses unless otherwise stated, are reflected in Adjusted EBIT and adjusted net income and the acquired assets contribute to
by increased interest rates on U.S. dollar and Euro denominated variable rate debt. revenue generation.
Consolidated Income Tax Expense This adjusted information should not be construed as an alternative to results determined in accordance with U.S.
GAAP. We use the non-GAAP measures to evaluate operating performance and believe that these non-GAAP measures are
($ in millions) 2024 2023
useful to enable investors and other external parties to perform comparisons of our current and historical performance.
Income tax expense $ (163) $ (193)
Effective tax rate 18.0 % 15.4 % A reconciliation of reported net income attributable to Amcor plc to Adjusted EBIT and adjusted net income for fiscal
years 2024, 2023, and 2022 is as follows:
Income tax expense decreased by $30 million, or 16%, in fiscal year 2024, compared to fiscal year 2023, primarily due
Years ended June 30,
to lower earnings. The higher effective tax rate for fiscal year 2024 is largely attributable to the non-taxable gain on the disposal
($ in millions) 2024 2023 2022
of the Russian business in the comparative period.
Net income attributable to Amcor plc, as reported $ 730 $ 1,048 $ 805
Add: Net income attributable to non-controlling interests 10 10 10
Net income 740 1,058 815
Add: Income tax expense 163 193 300
Add: Interest expense 348 290 159
Less: Interest income (38) (31) (24)
EBIT 1,213 1,510 1,250
Add: 2018/2019 Restructuring programs (1) — — 37
Add: Amortization of acquired intangible assets from business combinations (2) 167 160 163
Add: Impact of hyperinflation (3) 53 24 16
Add: Net loss on disposals (4) — — 10
Add: Property and other losses, net (5) — 2 13
Add/(Less): Restructuring and other related activities, net (6) 97 (90) 200
Add: CEO transition costs (7) 8 — —
Add: Other (8) 22 2 12
Adjusted EBIT 1,560 1,608 1,701
Less: Income tax expense (163) (193) (300)
Less: Adjustments to income tax expense (9) (62) (57) (32)
Less: Interest expense (348) (290) (159)
Add: Interest income 38 31 24
Less: Net income attributable to non-controlling interests (10) (10) (10)
Adjusted net income $ 1,015 $ 1,089 $ 1,224
(1) 2018/2019 Restructuring programs include restructuring and related expenses for the 2019 Bemis Integration Plan for fiscal year
2022. Refer to Note 6, "Restructuring," for more information.
33 34 Amcor Annual Report 2024
Form 10-K 50
(2) Amortization of acquired intangible assets from business combinations includes amortization expenses related to all acquired
intangible assets from past acquisitions. Supplemental Guarantor Information
(3) Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the
functional currency was the Argentine Peso.
Amcor plc, along with certain wholly owned subsidiary guarantors, guarantee the following senior notes issued by the
(4) Net loss on disposals, excluding the disposal of our Russian business, includes an expense of $10 million from the disposal of non-
wholly owned subsidiaries, Amcor Flexibles North America, Inc., Amcor UK Finance plc, Amcor Finance (USA), Inc., and
core assets in fiscal year 2022. Refer to Note 10, "Fair Value Measurements," for more information.
Amcor Group Finance plc.
(5) Property and other losses, net in fiscal year 2023 includes property claims and losses of $5 million and $3 million of net insurance
recovery related to the closure of our South African business. Fiscal year 2022 includes business losses primarily associated with
• $500 million, 4.000% Guaranteed Senior Notes due 2025 of Amcor Flexibles North America, Inc.
the destruction of our Durban, South Africa facility during general civil unrest in July 2021, net of insurance recovery.
• $300 million, 3.100% Guaranteed Senior Notes due 2026 of Amcor Flexibles North America, Inc.
(6) Restructuring and other related activities, net in fiscal year 2024 primarily includes costs incurred in connection with the 2023
Restructuring Plan. Fiscal year 2023 includes a pre-tax net gain on the sale of our Russian business of $215 million, incremental • $600 million, 3.625% Guaranteed Senior Notes due 2026 of Amcor Flexibles North America, Inc.
costs of $18 million, and restructuring and related expenses of $107 million incurred in connection with the conflict. Fiscal year • $500 million, 4.500% Guaranteed Senior Notes due 2028 of Amcor Flexibles North America, Inc.
2022 includes $138 million of impairment charges, $57 million of restructuring and related expenses, and $5 million of other • $500 million, 2.630% Guaranteed Senior Notes due 2030 of Amcor Flexibles North America, Inc.
expenses. Refer to Note 4, "Restructuring, Impairment, and Other Related Activities, Net," and Note 6, "Restructuring," for further • $800 million, 2.690% Guaranteed Senior Notes due 2031 of Amcor Flexibles North America, Inc.
information. • €500 million, 1.125% Guaranteed Senior Notes due 2027 of Amcor UK Finance plc
(7) CEO transition costs primarily reflect accelerated compensation, including share-based compensation, granted to our former Chief
• €500 million, 3.950% Guaranteed Senior Notes due 2032 of Amcor UK Finance plc
Executive Officer who retired from that role in April 2024, and other transition related expenses.
• $500 million, 5.625% Guaranteed Senior Notes due 2033 of Amcor Finance (USA), Inc.
(8) Other in fiscal year 2024 includes fair value losses of $16 million on economic hedges, retroactive foil duties, certain litigation
• $500 million, 5.450% Guaranteed Senior Notes due 2029 of Amcor Group Finance plc
reserve adjustments, and pension settlements, partially offset by changes in contingent purchase consideration. Fiscal year 2023
includes other restructuring, acquisition, litigation, and integration expenses of $13 million, pension settlement expenses of
$5 million, and fair value gains of $16 million on economic hedges. Fiscal year 2022 includes costs associated with the Bemis The six notes issued by Amcor Flexibles North America, Inc. are guaranteed by its parent entity, Amcor plc, and the
transaction and pension settlement expenses of $8 million. subsidiary guarantors Amcor Pty Ltd, Amcor Finance (USA), Inc., Amcor Group Finance plc, and Amcor UK Finance plc. The
(9) Net tax impact on items (1) through (8) above. two notes issued by Amcor UK Finance plc are guaranteed by its parent entity, Amcor plc, and the subsidiary guarantors Amcor
Pty Ltd, Amcor Flexibles North America, Inc., Amcor Finance (USA), Inc., and Amcor Group Finance plc. The note issued by
Reconciliation of Net Debt Amcor Finance (USA), Inc. is guaranteed by its ultimate parent entity, Amcor plc, and the subsidiary guarantors Amcor Pty
Ltd, Amcor Flexibles North America, Inc., Amcor Group Finance plc, and Amcor UK Finance plc. The note issued by Amcor
A reconciliation of total debt to net debt at June 30, 2024 and 2023 is as follows: Group Finance plc is guaranteed by its ultimate parent entity, Amcor plc, and the subsidiary guarantors Amcor Pty Ltd, Amcor
Finance (USA), Inc., Amcor Flexibles North America, Inc., and Amcor UK Finance plc.
($ in millions) June 30, 2024 June 30, 2023
Current portion of long-term debt $ 12 $ 13 All guarantors fully, unconditionally, and irrevocably guarantee, on a joint and several basis, to each holder of the
Short-term debt 84 80 notes, the due and punctual payment of the principal of, and any premium and interest on, such note and all other amounts
payable, when and as the same shall become due and payable, whether at stated maturity, by declaration of acceleration, call for
Long-term debt, less current portion 6,603 6,653
redemption or otherwise, in accordance with the terms of the notes and related indenture. The obligations of the applicable
Total debt 6,699 6,746
guarantors under their guarantees will be limited as necessary to recognize certain defenses generally available to guarantors
Less cash and cash equivalents (588) (689) (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, or
Net debt $ 6,111 $ 6,057 similar laws) under applicable law. The guarantees will be unsecured and unsubordinated obligations of the guarantors and will
rank equally with all existing and future unsecured and unsubordinated debt of each guarantor. None of our other subsidiaries
guarantee such notes. The issuers and guarantors conduct large parts of their operations through other subsidiaries of Amcor
plc.
Amcor Flexibles North America, Inc. is incorporated in Missouri in the United States, Amcor UK Finance plc and
Amcor Group Finance plc are incorporated in England and Wales, United Kingdom, Amcor Finance (USA), Inc. is
incorporated in Delaware in the United States, and the guarantors are incorporated under the laws of Jersey, Australia, the
United States, and England and Wales and, therefore, insolvency proceedings with respect to the issuers and guarantors could
proceed under, and be governed by, among others, Jersey, Australian, United States, or English insolvency law, as the case may
be, if either issuer or any guarantor defaults on its obligations under the applicable Notes or Guarantees, respectively.
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).
35 Amcor Annual Report 2024 36
Form 10-K 51
(2) Amortization of acquired intangible assets from business combinations includes amortization expenses related to all acquired
intangible assets from past acquisitions. Supplemental Guarantor Information
(3) Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the
functional currency was the Argentine Peso.
Amcor plc, along with certain wholly owned subsidiary guarantors, guarantee the following senior notes issued by the
(4) Net loss on disposals, excluding the disposal of our Russian business, includes an expense of $10 million from the disposal of non-
wholly owned subsidiaries, Amcor Flexibles North America, Inc., Amcor UK Finance plc, Amcor Finance (USA), Inc., and
core assets in fiscal year 2022. Refer to Note 10, "Fair Value Measurements," for more information.
Amcor Group Finance plc.
(5) Property and other losses, net in fiscal year 2023 includes property claims and losses of $5 million and $3 million of net insurance
recovery related to the closure of our South African business. Fiscal year 2022 includes business losses primarily associated with
• $500 million, 4.000% Guaranteed Senior Notes due 2025 of Amcor Flexibles North America, Inc.
the destruction of our Durban, South Africa facility during general civil unrest in July 2021, net of insurance recovery.
• $300 million, 3.100% Guaranteed Senior Notes due 2026 of Amcor Flexibles North America, Inc.
(6) Restructuring and other related activities, net in fiscal year 2024 primarily includes costs incurred in connection with the 2023
Restructuring Plan. Fiscal year 2023 includes a pre-tax net gain on the sale of our Russian business of $215 million, incremental • $600 million, 3.625% Guaranteed Senior Notes due 2026 of Amcor Flexibles North America, Inc.
costs of $18 million, and restructuring and related expenses of $107 million incurred in connection with the conflict. Fiscal year • $500 million, 4.500% Guaranteed Senior Notes due 2028 of Amcor Flexibles North America, Inc.
2022 includes $138 million of impairment charges, $57 million of restructuring and related expenses, and $5 million of other • $500 million, 2.630% Guaranteed Senior Notes due 2030 of Amcor Flexibles North America, Inc.
expenses. Refer to Note 4, "Restructuring, Impairment, and Other Related Activities, Net," and Note 6, "Restructuring," for further • $800 million, 2.690% Guaranteed Senior Notes due 2031 of Amcor Flexibles North America, Inc.
information. • €500 million, 1.125% Guaranteed Senior Notes due 2027 of Amcor UK Finance plc
(7) CEO transition costs primarily reflect accelerated compensation, including share-based compensation, granted to our former Chief
• €500 million, 3.950% Guaranteed Senior Notes due 2032 of Amcor UK Finance plc
Executive Officer who retired from that role in April 2024, and other transition related expenses.
• $500 million, 5.625% Guaranteed Senior Notes due 2033 of Amcor Finance (USA), Inc.
(8) Other in fiscal year 2024 includes fair value losses of $16 million on economic hedges, retroactive foil duties, certain litigation
• $500 million, 5.450% Guaranteed Senior Notes due 2029 of Amcor Group Finance plc
reserve adjustments, and pension settlements, partially offset by changes in contingent purchase consideration. Fiscal year 2023
includes other restructuring, acquisition, litigation, and integration expenses of $13 million, pension settlement expenses of
$5 million, and fair value gains of $16 million on economic hedges. Fiscal year 2022 includes costs associated with the Bemis The six notes issued by Amcor Flexibles North America, Inc. are guaranteed by its parent entity, Amcor plc, and the
transaction and pension settlement expenses of $8 million. subsidiary guarantors Amcor Pty Ltd, Amcor Finance (USA), Inc., Amcor Group Finance plc, and Amcor UK Finance plc. The
(9) Net tax impact on items (1) through (8) above. two notes issued by Amcor UK Finance plc are guaranteed by its parent entity, Amcor plc, and the subsidiary guarantors Amcor
Pty Ltd, Amcor Flexibles North America, Inc., Amcor Finance (USA), Inc., and Amcor Group Finance plc. The note issued by
Reconciliation of Net Debt Amcor Finance (USA), Inc. is guaranteed by its ultimate parent entity, Amcor plc, and the subsidiary guarantors Amcor Pty
Ltd, Amcor Flexibles North America, Inc., Amcor Group Finance plc, and Amcor UK Finance plc. The note issued by Amcor
A reconciliation of total debt to net debt at June 30, 2024 and 2023 is as follows: Group Finance plc is guaranteed by its ultimate parent entity, Amcor plc, and the subsidiary guarantors Amcor Pty Ltd, Amcor
Finance (USA), Inc., Amcor Flexibles North America, Inc., and Amcor UK Finance plc.
($ in millions) June 30, 2024 June 30, 2023
Current portion of long-term debt $ 12 $ 13 All guarantors fully, unconditionally, and irrevocably guarantee, on a joint and several basis, to each holder of the
Short-term debt 84 80 notes, the due and punctual payment of the principal of, and any premium and interest on, such note and all other amounts
payable, when and as the same shall become due and payable, whether at stated maturity, by declaration of acceleration, call for
Long-term debt, less current portion 6,603 6,653
redemption or otherwise, in accordance with the terms of the notes and related indenture. The obligations of the applicable
Total debt 6,699 6,746
guarantors under their guarantees will be limited as necessary to recognize certain defenses generally available to guarantors
Less cash and cash equivalents (588) (689) (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, or
Net debt $ 6,111 $ 6,057 similar laws) under applicable law. The guarantees will be unsecured and unsubordinated obligations of the guarantors and will
rank equally with all existing and future unsecured and unsubordinated debt of each guarantor. None of our other subsidiaries
guarantee such notes. The issuers and guarantors conduct large parts of their operations through other subsidiaries of Amcor
plc.
Amcor Flexibles North America, Inc. is incorporated in Missouri in the United States, Amcor UK Finance plc and
Amcor Group Finance plc are incorporated in England and Wales, United Kingdom, Amcor Finance (USA), Inc. is
incorporated in Delaware in the United States, and the guarantors are incorporated under the laws of Jersey, Australia, the
United States, and England and Wales and, therefore, insolvency proceedings with respect to the issuers and guarantors could
proceed under, and be governed by, among others, Jersey, Australian, United States, or English insolvency law, as the case may
be, if either issuer or any guarantor defaults on its obligations under the applicable Notes or Guarantees, respectively.
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).
35 36 Amcor Annual Report 2024
Form 10-K 52
Basis of Preparation Liquidity and Capital Resources
The following summarized financial information is presented for the parent, issuer, and guarantor subsidiaries We finance our business primarily through cash flows provided by operating activities, borrowings from banks, and
("Obligor Group") on a combined basis after elimination of intercompany transactions between entities in the combined group proceeds from issuances of debt and equity. We periodically review our capital structure and liquidity position in light of
and amounts related to investments in any subsidiary that is a non-guarantor. market conditions, expected future cash flows, potential funding requirements for debt refinancing, capital expenditures and
acquisitions, the cost of capital, sensitivity analyses reflecting downside scenarios, the impact on our financial metrics and
This information is not intended to present the financial position or results of operations of the combined group of credit ratings, and our ease of access to funding sources.
companies in accordance with U.S. GAAP.
We believe that our cash flows provided by operating activities, together with borrowings available under our credit
Statement of Income for Obligor Group
facilities and access to the commercial paper market, backstopped by our bank debt facilities, will continue to provide sufficient
(in millions)
liquidity to fund our operations, capital expenditures, and other commitments, including dividends and purchases of our
For the year ended June 30, 2024 ordinary shares and CHESS Depositary Instruments under authorized share repurchase programs, into the foreseeable future.
Net sales - external $ 992
Overview
Net sales - to subsidiaries outside the Obligor Group 7
Total net sales $ 999 Year Ended June 30,
($ in millions) 2024 2023
Gross profit 214
Net cash provided by operating activities $ 1,321 $ 1,261
Net cash used in investing activities (476) (309)
Net income (1) $ 741
Net cash used in financing activities (857) (1,025)
Net income attributable to non-controlling interests —
Cash Flow Overview
Net income attributable to Obligor Group $ 741 Net Cash Provided by Operating Activities
(1) Includes $1,247 million net intercompany income from Amcor entities from outside the Obligor Group, mainly attributable to
intercompany dividends and intercompany interest income. Net cash provided by operating activities increased by $60 million in fiscal year 2024, compared to fiscal year 2023.
The increase in cash flow is primarily driven by lower working capital outflows in the current period.
Balance Sheet for Obligor Group
(in millions) Net Cash Used in Investing Activities
As of June 30, 2024
Net cash used in investing activities increased by $167 million in fiscal year 2024, compared to fiscal year 2023. The
Assets
increase is primarily driven by the disposal proceeds collected from the sale of the Russian business in the prior period, partially
Current assets - external $ 1,160
offset by lower outflows for investments in affiliated companies and business acquisitions compared to the prior period.
Current assets - due from subsidiaries outside the Obligor Group 165
Total current assets 1,325 Net Cash Used in Financing Activities
Non-current assets - external 1,447
Net cash used in financing activities decreased by $168 million in fiscal year 2024, compared to fiscal year 2023. The
Non-current assets - due from subsidiaries outside the Obligor Group 12,538
change is primarily driven by lower share buyback activity in the current period.
Total non-current assets 13,985
Total assets $ 15,310 Net Debt
Liabilities
Current liabilities - external $ 2,341 We borrow from financial institutions and debt investors in the form of bank overdrafts, bank loans, corporate bonds,
unsecured notes, and commercial paper. We have a mixture of fixed and floating interest rates and use interest rate swaps to
Current liabilities - due to subsidiaries outside the Obligor Group 34
provide further flexibility in managing the interest cost of borrowings.
Total current liabilities 2,375
Non-current liabilities - external 6,815 Short-term debt consists of bank debt with a duration of less than 12 months and bank overdrafts which are classified
Non-current liabilities - due to subsidiaries outside the Obligor Group 10,822 as current due to the short-term nature of the borrowings, except where we have the ability and intent to refinance and as such
Total non-current liabilities 17,637 extend the debt beyond 12 months. The current portion of long-term debt consists of debt amounts repayable within a year after
the balance sheet date.
Total liabilities $ 20,012
Our primary bank debt facilities and notes are unsecured and subject to negative pledge arrangements limiting the
amount of secured indebtedness we can incur to 10.0% of our total tangible assets, subject to some exceptions and variations by
facility. In addition, the covenants of the bank debt facilities require us to maintain a leverage ratio not higher than 3.9 times.
The negative pledge arrangements and the financial covenants are defined in the related debt agreements. As of June 30, 2024,
we were in compliance with all applicable covenants under our bank debt facilities.
Our net debt at each of June 30, 2024 and June 30, 2023 was $6.1 billion.
37 Amcor Annual Report 2024 38
Form 10-K 53
Basis of Preparation Liquidity and Capital Resources
The following summarized financial information is presented for the parent, issuer, and guarantor subsidiaries We finance our business primarily through cash flows provided by operating activities, borrowings from banks, and
("Obligor Group") on a combined basis after elimination of intercompany transactions between entities in the combined group proceeds from issuances of debt and equity. We periodically review our capital structure and liquidity position in light of
and amounts related to investments in any subsidiary that is a non-guarantor. market conditions, expected future cash flows, potential funding requirements for debt refinancing, capital expenditures and
acquisitions, the cost of capital, sensitivity analyses reflecting downside scenarios, the impact on our financial metrics and
This information is not intended to present the financial position or results of operations of the combined group of credit ratings, and our ease of access to funding sources.
companies in accordance with U.S. GAAP.
We believe that our cash flows provided by operating activities, together with borrowings available under our credit
Statement of Income for Obligor Group
facilities and access to the commercial paper market, backstopped by our bank debt facilities, will continue to provide sufficient
(in millions)
liquidity to fund our operations, capital expenditures, and other commitments, including dividends and purchases of our
For the year ended June 30, 2024 ordinary shares and CHESS Depositary Instruments under authorized share repurchase programs, into the foreseeable future.
Net sales - external $ 992
Overview
Net sales - to subsidiaries outside the Obligor Group 7
Total net sales $ 999 Year Ended June 30,
($ in millions) 2024 2023
Gross profit 214
Net cash provided by operating activities $ 1,321 $ 1,261
Net cash used in investing activities (476) (309)
Net income (1) $ 741
Net cash used in financing activities (857) (1,025)
Net income attributable to non-controlling interests —
Cash Flow Overview
Net income attributable to Obligor Group $ 741 Net Cash Provided by Operating Activities
(1) Includes $1,247 million net intercompany income from Amcor entities from outside the Obligor Group, mainly attributable to
intercompany dividends and intercompany interest income. Net cash provided by operating activities increased by $60 million in fiscal year 2024, compared to fiscal year 2023.
The increase in cash flow is primarily driven by lower working capital outflows in the current period.
Balance Sheet for Obligor Group
(in millions) Net Cash Used in Investing Activities
As of June 30, 2024
Net cash used in investing activities increased by $167 million in fiscal year 2024, compared to fiscal year 2023. The
Assets
increase is primarily driven by the disposal proceeds collected from the sale of the Russian business in the prior period, partially
Current assets - external $ 1,160
offset by lower outflows for investments in affiliated companies and business acquisitions compared to the prior period.
Current assets - due from subsidiaries outside the Obligor Group 165
Total current assets 1,325 Net Cash Used in Financing Activities
Non-current assets - external 1,447
Net cash used in financing activities decreased by $168 million in fiscal year 2024, compared to fiscal year 2023. The
Non-current assets - due from subsidiaries outside the Obligor Group 12,538
change is primarily driven by lower share buyback activity in the current period.
Total non-current assets 13,985
Total assets $ 15,310 Net Debt
Liabilities
Current liabilities - external $ 2,341 We borrow from financial institutions and debt investors in the form of bank overdrafts, bank loans, corporate bonds,
unsecured notes, and commercial paper. We have a mixture of fixed and floating interest rates and use interest rate swaps to
Current liabilities - due to subsidiaries outside the Obligor Group 34
provide further flexibility in managing the interest cost of borrowings.
Total current liabilities 2,375
Non-current liabilities - external 6,815 Short-term debt consists of bank debt with a duration of less than 12 months and bank overdrafts which are classified
Non-current liabilities - due to subsidiaries outside the Obligor Group 10,822 as current due to the short-term nature of the borrowings, except where we have the ability and intent to refinance and as such
Total non-current liabilities 17,637 extend the debt beyond 12 months. The current portion of long-term debt consists of debt amounts repayable within a year after
the balance sheet date.
Total liabilities $ 20,012
Our primary bank debt facilities and notes are unsecured and subject to negative pledge arrangements limiting the
amount of secured indebtedness we can incur to 10.0% of our total tangible assets, subject to some exceptions and variations by
facility. In addition, the covenants of the bank debt facilities require us to maintain a leverage ratio not higher than 3.9 times.
The negative pledge arrangements and the financial covenants are defined in the related debt agreements. As of June 30, 2024,
we were in compliance with all applicable covenants under our bank debt facilities.
Our net debt at each of June 30, 2024 and June 30, 2023 was $6.1 billion.
37 38 Amcor Annual Report 2024
Form 10-K 54
Debt Facilities and Refinancing Material Cash Requirements
As of June 30, 2024, we had undrawn credit facilities available in the amount of $2.4 billion. Our senior facilities are Our material cash requirements for future periods from known contractual obligations are included below. We expect
available to fund working capital, growth capital expenditures, and refinancing obligations and are provided to us by two bank to fund these cash requirements primarily through cash flows provided by operating activities, borrowings from banks, and
syndicates. On April 23, 2024, we extended the maturity of our three-year syndicated facility agreement by one year until April proceeds from issuances of debt and equity. These amounts reflect material cash requirements for which we are contractually
2026. The three-year syndicated facility agreement will be reduced from $1.9 billion to $1.7 billion effective April 2025. Our committed.
five-year syndicated credit facility matures in April 2027 and provides a revolving credit facility of $1.9 billion. The three-year
facility has one 12-month option available to us to extend the maturity date and the five-year facility has two 12-month options • Debt obligations and interest payments: Refer to Note 13, “Debt” of the notes to consolidated financial statements for
available to us to extend the maturity date. additional information about our debt obligations and interest payments and the related timing of these expected
payments.
As of June 30, 2024, the revolving senior bank debt facilities had an aggregate limit of $3.8 billion, of which • Operating and finance leases: Refer to Note 14, “Leases” of the notes to consolidated financial statements for
$1.4 billion had been drawn (inclusive of amounts drawn under commercial paper programs reducing the overall balance of information about our lease obligations and the related timing of the expected payments.
available senior facilities). Subject to certain conditions, we can request the total commitment level under each agreement to be • Employee benefit plan obligations: Refer to Note 12, “Defined Benefit Plans” of the notes to consolidated financial
increased by up to $500 million. For further information, refer to Note 13, "Debt." statements for additional information about our employee benefit plan obligations and the related timing of the
expected payments.
On May 21, 2024, we issued U.S. dollar notes with an aggregate principal amount of $500 million and a contractual • Capital expenditures: As of June 30, 2024, we have $266 million in committed capital expenditures for fiscal year
maturity in May 2029. The notes pay a coupon of 5.45% per annum, payable semi-annually in arrears. The notes are unsecured 2025.
senior obligations of Amcor and are fully and unconditionally guaranteed by Amcor plc and certain of its subsidiaries. In • Other purchase obligations: Amcor has other purchase obligations, including commitments to purchase a specified
conjunction with this issuance, we entered into U.S. dollar to Swiss franc cross currency swap contracts with a total notional minimum amount of goods, inclusive of raw materials, utilities, and other. These obligations are legally binding and
amount of $500 million to effectively convert the fixed-rate U.S. dollar denominated debt into Swiss franc denominated debt, non-cancellable. Where we are unable to determine the periods in which these obligations could be payable under
including semi-annual interest payments and the payment of principal at maturity. Under the terms of the cross currency swaps, these contracts, we present the cash requirement in the earliest period in which the minimum obligation could be
we receive a fixed U.S. dollar rate of interest of 5.45% and pay a fixed weighted average Swiss franc rate of interest of 2.218%. payable. The estimated future cash outlays are approximately $1.1 billion, $250 million, $100 million, $100 million,
and $100 million in fiscal years 2025, 2026, 2027, 2028, and 2029, respectively.
On May 22, 2024, we issued Euro notes with an aggregate principal amount of €500 million and a contractual maturity
in May 2032. The notes pay a coupon of 3.95% per annum, payable annually in arrears. The notes are unsecured senior Off-Balance Sheet Arrangements
obligations of Amcor and are fully and unconditionally guaranteed by Amcor plc and certain of its subsidiaries.
Other than as described under "Material Cash Requirements", we had no significant off-balance sheet contractual
Dividend Payments
obligations or other commitments as of June 30, 2024.
In fiscal years 2024, 2023, and 2022, we paid $722 million, $723 million, and $732 million, respectively, in dividends. Liquidity Risk and Outlook
The dividend per share has increased in each of the years, with the total amount paid declining due to repurchase of shares
under announced share buyback programs. Liquidity risk arises from the possibility that we might encounter difficulty in settling our debts or otherwise meeting
our obligations related to financial liabilities. We manage liquidity risk centrally and such management involves maintaining
Credit Rating available funding and ensuring that we have access to an adequate amount of committed credit facilities. Due to the dynamic
nature of our business, the aim is to maintain flexibility within our funding structure through the use of bank overdrafts, bank
Our capital structure and financial practices have earned us investment grade credit ratings from two internationally loans, corporate bonds, unsecured notes, and commercial paper. The following guidelines are used to manage our liquidity risk:
recognized credit rating agencies. These investment grade credit ratings are important to our ability to issue debt at favorable
rates of interest, for various terms, and from a diverse range of markets that are highly liquid, including European and U.S. debt • maintaining minimum undrawn committed liquidity of at least $200 million that can be drawn at short notice;
capital markets and from global financial institutions. • regularly performing a comprehensive analysis of all cash inflows and outflows in relation to operational, investing,
and financing activities;
Share Repurchases • generally using tradable instruments only in highly liquid markets;
• maintaining a credit investment grade rating with a reputable independent rating agency;
On August 17, 2022, our Board of Directors approved a $400 million buyback of ordinary shares and/or CHESS • managing credit risk related to financial assets;
Depositary Instruments ("CDIs") and this program has been completed in fiscal year 2023. • monitoring the duration of long-term debt;
• only investing surplus cash with major financial institutions or well diversified money market funds; and
On February 7, 2023, our Board of Directors approved a $100 million buyback of ordinary shares and/or CDIs in the • to the extent practicable, spreading the maturity dates of long-term debt facilities.
following twelve months. On February 6, 2024, our Board of Directors extended the approval for the remaining $39 million of
ordinary shares and CDIs of the $100 million buyback for twelve months. During the fiscal year ended June 30, 2024, we Our three- and five-year syndicated unsecured facility agreements each provide a revolving credit facility of $1.9
repurchased approximately $30 million, including transaction costs, or 3 million shares. billion, $3.8 billion in total. On April 23, 2024, we extended the maturity of our three-year syndicated facility agreement by one
year until April 2026. The three-year syndicated facility agreement will be reduced from $1.9 billion to $1.7 billion effective
The shares repurchased as part of the above programs were canceled upon repurchase. April 2025. Our five-year syndicated credit facility matures in April 2027 and provides a revolving credit facility of $1.9
billion. The three-year facility has one 12-month option available to us to extend the maturity date and the five-year facility has
We had cash outflows of $48 million, $221 million, and $143 million for the purchase of our shares in the open market two 12-month options available to us to extend the maturity date.
during fiscal years 2024, 2023, and 2022, respectively, as treasury shares to satisfy the vesting and exercises of share-based
compensation awards. As of June 30, 2024, 2023, and 2022, we held treasury shares at cost of $11 million, $12 million, and As of June 30, 2024, and 2023, an aggregate principal amount of $1.4 billion and $2.5 billion, respectively, was drawn
$18 million, representing 1 million, 1 million, and 2 million shares, respectively. under commercial paper programs. However, such programs are backstopped by committed bank syndicated loan facilities with
maturities in April 2026 and April 2027, with options to extend, under which we had $2.4 billion in unused capacity remaining
as of June 30, 2024.
39 Amcor Annual Report 2024 40
Form 10-K 55
Debt Facilities and Refinancing Material Cash Requirements
As of June 30, 2024, we had undrawn credit facilities available in the amount of $2.4 billion. Our senior facilities are Our material cash requirements for future periods from known contractual obligations are included below. We expect
available to fund working capital, growth capital expenditures, and refinancing obligations and are provided to us by two bank to fund these cash requirements primarily through cash flows provided by operating activities, borrowings from banks, and
syndicates. On April 23, 2024, we extended the maturity of our three-year syndicated facility agreement by one year until April proceeds from issuances of debt and equity. These amounts reflect material cash requirements for which we are contractually
2026. The three-year syndicated facility agreement will be reduced from $1.9 billion to $1.7 billion effective April 2025. Our committed.
five-year syndicated credit facility matures in April 2027 and provides a revolving credit facility of $1.9 billion. The three-year
facility has one 12-month option available to us to extend the maturity date and the five-year facility has two 12-month options • Debt obligations and interest payments: Refer to Note 13, “Debt” of the notes to consolidated financial statements for
available to us to extend the maturity date. additional information about our debt obligations and interest payments and the related timing of these expected
payments.
As of June 30, 2024, the revolving senior bank debt facilities had an aggregate limit of $3.8 billion, of which • Operating and finance leases: Refer to Note 14, “Leases” of the notes to consolidated financial statements for
$1.4 billion had been drawn (inclusive of amounts drawn under commercial paper programs reducing the overall balance of information about our lease obligations and the related timing of the expected payments.
available senior facilities). Subject to certain conditions, we can request the total commitment level under each agreement to be • Employee benefit plan obligations: Refer to Note 12, “Defined Benefit Plans” of the notes to consolidated financial
increased by up to $500 million. For further information, refer to Note 13, "Debt." statements for additional information about our employee benefit plan obligations and the related timing of the
expected payments.
On May 21, 2024, we issued U.S. dollar notes with an aggregate principal amount of $500 million and a contractual • Capital expenditures: As of June 30, 2024, we have $266 million in committed capital expenditures for fiscal year
maturity in May 2029. The notes pay a coupon of 5.45% per annum, payable semi-annually in arrears. The notes are unsecured 2025.
senior obligations of Amcor and are fully and unconditionally guaranteed by Amcor plc and certain of its subsidiaries. In • Other purchase obligations: Amcor has other purchase obligations, including commitments to purchase a specified
conjunction with this issuance, we entered into U.S. dollar to Swiss franc cross currency swap contracts with a total notional minimum amount of goods, inclusive of raw materials, utilities, and other. These obligations are legally binding and
amount of $500 million to effectively convert the fixed-rate U.S. dollar denominated debt into Swiss franc denominated debt, non-cancellable. Where we are unable to determine the periods in which these obligations could be payable under
including semi-annual interest payments and the payment of principal at maturity. Under the terms of the cross currency swaps, these contracts, we present the cash requirement in the earliest period in which the minimum obligation could be
we receive a fixed U.S. dollar rate of interest of 5.45% and pay a fixed weighted average Swiss franc rate of interest of 2.218%. payable. The estimated future cash outlays are approximately $1.1 billion, $250 million, $100 million, $100 million,
and $100 million in fiscal years 2025, 2026, 2027, 2028, and 2029, respectively.
On May 22, 2024, we issued Euro notes with an aggregate principal amount of €500 million and a contractual maturity
in May 2032. The notes pay a coupon of 3.95% per annum, payable annually in arrears. The notes are unsecured senior Off-Balance Sheet Arrangements
obligations of Amcor and are fully and unconditionally guaranteed by Amcor plc and certain of its subsidiaries.
Other than as described under "Material Cash Requirements", we had no significant off-balance sheet contractual
Dividend Payments
obligations or other commitments as of June 30, 2024.
In fiscal years 2024, 2023, and 2022, we paid $722 million, $723 million, and $732 million, respectively, in dividends. Liquidity Risk and Outlook
The dividend per share has increased in each of the years, with the total amount paid declining due to repurchase of shares
under announced share buyback programs. Liquidity risk arises from the possibility that we might encounter difficulty in settling our debts or otherwise meeting
our obligations related to financial liabilities. We manage liquidity risk centrally and such management involves maintaining
Credit Rating available funding and ensuring that we have access to an adequate amount of committed credit facilities. Due to the dynamic
nature of our business, the aim is to maintain flexibility within our funding structure through the use of bank overdrafts, bank
Our capital structure and financial practices have earned us investment grade credit ratings from two internationally loans, corporate bonds, unsecured notes, and commercial paper. The following guidelines are used to manage our liquidity risk:
recognized credit rating agencies. These investment grade credit ratings are important to our ability to issue debt at favorable
rates of interest, for various terms, and from a diverse range of markets that are highly liquid, including European and U.S. debt • maintaining minimum undrawn committed liquidity of at least $200 million that can be drawn at short notice;
capital markets and from global financial institutions. • regularly performing a comprehensive analysis of all cash inflows and outflows in relation to operational, investing,
and financing activities;
Share Repurchases • generally using tradable instruments only in highly liquid markets;
• maintaining a credit investment grade rating with a reputable independent rating agency;
On August 17, 2022, our Board of Directors approved a $400 million buyback of ordinary shares and/or CHESS • managing credit risk related to financial assets;
Depositary Instruments ("CDIs") and this program has been completed in fiscal year 2023. • monitoring the duration of long-term debt;
• only investing surplus cash with major financial institutions or well diversified money market funds; and
On February 7, 2023, our Board of Directors approved a $100 million buyback of ordinary shares and/or CDIs in the • to the extent practicable, spreading the maturity dates of long-term debt facilities.
following twelve months. On February 6, 2024, our Board of Directors extended the approval for the remaining $39 million of
ordinary shares and CDIs of the $100 million buyback for twelve months. During the fiscal year ended June 30, 2024, we Our three- and five-year syndicated unsecured facility agreements each provide a revolving credit facility of $1.9
repurchased approximately $30 million, including transaction costs, or 3 million shares. billion, $3.8 billion in total. On April 23, 2024, we extended the maturity of our three-year syndicated facility agreement by one
year until April 2026. The three-year syndicated facility agreement will be reduced from $1.9 billion to $1.7 billion effective
The shares repurchased as part of the above programs were canceled upon repurchase. April 2025. Our five-year syndicated credit facility matures in April 2027 and provides a revolving credit facility of $1.9
billion. The three-year facility has one 12-month option available to us to extend the maturity date and the five-year facility has
We had cash outflows of $48 million, $221 million, and $143 million for the purchase of our shares in the open market two 12-month options available to us to extend the maturity date.
during fiscal years 2024, 2023, and 2022, respectively, as treasury shares to satisfy the vesting and exercises of share-based
compensation awards. As of June 30, 2024, 2023, and 2022, we held treasury shares at cost of $11 million, $12 million, and As of June 30, 2024, and 2023, an aggregate principal amount of $1.4 billion and $2.5 billion, respectively, was drawn
$18 million, representing 1 million, 1 million, and 2 million shares, respectively. under commercial paper programs. However, such programs are backstopped by committed bank syndicated loan facilities with
maturities in April 2026 and April 2027, with options to extend, under which we had $2.4 billion in unused capacity remaining
as of June 30, 2024.
39 40 Amcor Annual Report 2024
Form 10-K 56
We expect long-term future funding needs to primarily relate to refinancing and servicing our outstanding financial Critical Accounting Estimates and Judgments
liabilities maturing as outlined above and to finance our capital expenditure and payments for acquisitions that may be
completed. We expect to continue to fund our long-term business needs on the same basis as in the past, i.e., partially through Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial
the cash flow provided by operating activities available to the business and management of the capital of the business, in statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us
particular through issuance of commercial paper and debt securities on a regular basis. We decide on discretionary growth to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
capital expenditures and acquisitions individually based on, among other factors, the return on investment after related assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On
financing costs and the payback period of required upfront cash investments in light of our mid-term liquidity planning an ongoing basis, we evaluate our estimates and judgments, including those related to retirement benefits, intangible assets,
covering a period of four years post the current fiscal year. Our long-term access to liquidity depends on both our results of goodwill, and expected future performance of operations. Our estimates and judgments are based on historical experience and
operations and on the availability of funding in financial markets. various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates
under different assumptions or conditions.
We believe the following are critical accounting estimates used in the preparation of our consolidated financial
statements. The critical accounting estimates discussed below should be read together with our significant accounting policies
in Note 2, “Significant Accounting Policies,” of the notes to our consolidated financial statements.
Pensions
The majority of our principal defined benefit plans are closed to new entrants and future accruals. The accounting for
defined benefit pension plans requires us to recognize the overfunded or underfunded status of the pension plans on our balance
sheet. A significant portion of our pension amounts relates to our defined benefit plans in the United States, Switzerland, United
Kingdom, and Germany. The net periodic pension cost recorded in fiscal year 2024 was $12 million, compared to net periodic
pension cost of $11 million in fiscal year 2023 and $12 million in fiscal year 2022. We expect our net periodic pension cost
before the effect of income taxes for fiscal year 2025 to be approximately $16 million.
For our sponsored plans, the relevant accounting guidance requires management to make certain assumptions relating
to the long-term rate of return on plan assets, discount rates used to determine the present value of future obligations and
expenses, salary inflation rates, mortality rates, and other assumptions. We believe the accounting estimates related to our
pension plans are critical accounting estimates because they are highly susceptible to change from period to period based on the
performance of plan assets, actuarial valuations, market conditions, and contractual benefit changes. The selection of
assumptions is based on historical trends, known economic and market conditions at the time of valuation, and independent
studies of trends performed by our actuaries. However, actual results may differ substantially from the estimates that were
based on the critical assumptions.
The difference between the fair value of plan assets and the projected benefit obligation of a pension plan must be
recorded on the consolidated balance sheets as an asset, in the case of an overfunded plan, or as a liability, in the case of an
underfunded plan. Gains or losses and prior service costs or credits that arise but are not recognized as components of pension
cost are recorded as a component of other comprehensive income/(loss). Pension plan liabilities are revalued annually, or when
an event occurs that requires remeasurement, based on updated assumptions and information about the individuals covered by
the plan. Accumulated actuarial gains and losses in excess of a 10 percent corridor and the prior service cost are amortized on a
straight-line basis from the date recognized over the average remaining service period of active participants or over the average
life expectancy for plans with significant inactive participants.
We review annually the discount rates used to calculate the present value of pension plan liabilities. The discount rates
used at each measurement date is determined based on a high-quality corporate bond yield curve, derived based on bond
universe information sourced from reputable third-party indexes, data providers, and rating agencies. In countries where there is
not a deep market for corporate bonds, we generally use a government bond approach to set the discount rate. Additionally, the
expected long-term rates of return on plan assets is derived for each benefit plan by considering the expected future long-term
return assumption for each individual asset class. A single long-term return assumption is then derived for each plan based on
the plan's target asset allocation.
Pension Assumptions Sensitivity Analysis
The following chart depicts the sensitivity of estimated fiscal year 2025 pension expense to incremental changes in the
weighted average discount rate and expected long-term rate of return on assets.
41 Amcor Annual Report 2024 42
Form 10-K 57
We expect long-term future funding needs to primarily relate to refinancing and servicing our outstanding financial Critical Accounting Estimates and Judgments
liabilities maturing as outlined above and to finance our capital expenditure and payments for acquisitions that may be
completed. We expect to continue to fund our long-term business needs on the same basis as in the past, i.e., partially through Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial
the cash flow provided by operating activities available to the business and management of the capital of the business, in statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us
particular through issuance of commercial paper and debt securities on a regular basis. We decide on discretionary growth to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
capital expenditures and acquisitions individually based on, among other factors, the return on investment after related assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On
financing costs and the payback period of required upfront cash investments in light of our mid-term liquidity planning an ongoing basis, we evaluate our estimates and judgments, including those related to retirement benefits, intangible assets,
covering a period of four years post the current fiscal year. Our long-term access to liquidity depends on both our results of goodwill, and expected future performance of operations. Our estimates and judgments are based on historical experience and
operations and on the availability of funding in financial markets. various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates
under different assumptions or conditions.
We believe the following are critical accounting estimates used in the preparation of our consolidated financial
statements. The critical accounting estimates discussed below should be read together with our significant accounting policies
in Note 2, “Significant Accounting Policies,” of the notes to our consolidated financial statements.
Pensions
The majority of our principal defined benefit plans are closed to new entrants and future accruals. The accounting for
defined benefit pension plans requires us to recognize the overfunded or underfunded status of the pension plans on our balance
sheet. A significant portion of our pension amounts relates to our defined benefit plans in the United States, Switzerland, United
Kingdom, and Germany. The net periodic pension cost recorded in fiscal year 2024 was $12 million, compared to net periodic
pension cost of $11 million in fiscal year 2023 and $12 million in fiscal year 2022. We expect our net periodic pension cost
before the effect of income taxes for fiscal year 2025 to be approximately $16 million.
For our sponsored plans, the relevant accounting guidance requires management to make certain assumptions relating
to the long-term rate of return on plan assets, discount rates used to determine the present value of future obligations and
expenses, salary inflation rates, mortality rates, and other assumptions. We believe the accounting estimates related to our
pension plans are critical accounting estimates because they are highly susceptible to change from period to period based on the
performance of plan assets, actuarial valuations, market conditions, and contractual benefit changes. The selection of
assumptions is based on historical trends, known economic and market conditions at the time of valuation, and independent
studies of trends performed by our actuaries. However, actual results may differ substantially from the estimates that were
based on the critical assumptions.
The difference between the fair value of plan assets and the projected benefit obligation of a pension plan must be
recorded on the consolidated balance sheets as an asset, in the case of an overfunded plan, or as a liability, in the case of an
underfunded plan. Gains or losses and prior service costs or credits that arise but are not recognized as components of pension
cost are recorded as a component of other comprehensive income/(loss). Pension plan liabilities are revalued annually, or when
an event occurs that requires remeasurement, based on updated assumptions and information about the individuals covered by
the plan. Accumulated actuarial gains and losses in excess of a 10 percent corridor and the prior service cost are amortized on a
straight-line basis from the date recognized over the average remaining service period of active participants or over the average
life expectancy for plans with significant inactive participants.
We review annually the discount rates used to calculate the present value of pension plan liabilities. The discount rates
used at each measurement date is determined based on a high-quality corporate bond yield curve, derived based on bond
universe information sourced from reputable third-party indexes, data providers, and rating agencies. In countries where there is
not a deep market for corporate bonds, we generally use a government bond approach to set the discount rate. Additionally, the
expected long-term rates of return on plan assets is derived for each benefit plan by considering the expected future long-term
return assumption for each individual asset class. A single long-term return assumption is then derived for each plan based on
the plan's target asset allocation.
Pension Assumptions Sensitivity Analysis
The following chart depicts the sensitivity of estimated fiscal year 2025 pension expense to incremental changes in the
weighted average discount rate and expected long-term rate of return on assets.
41 42 Amcor Annual Report 2024
Form 10-K 58
Total Increase/ Total Increase/
(Decrease) to Net (Decrease) to Net Disposal groups held for sale are assessed for impairment by comparing their fair values, less cost to sell, to their
Periodic Pension Periodic Pension carrying values. The fair values of disposal groups held for sale are estimated using accepted valuation techniques, including
Cost from Current Cost from Current earnings multiples, discounted cash flows, and indicative bids. Several significant estimates and assumptions are involved in the
Assumption Assumption
application of these techniques, including forecasting sales, expenses, and various other factors. We consider historical
Discount Rate (in $ millions) Rate of Return on Plan Assets (in $ millions) experience, guidance received from third parties, and all information available at the time the estimates are made to derive fair
+25 basis points 1 +25 basis points (3) value. However, the fair value that is ultimately realized upon the divestiture of a business may significantly differ from the
estimated fair value recognized in our consolidated financial statements, especially for disposal groups located in conflict
4.22 percent (current assumption) — 5.16 percent (current assumption) —
regions. Refer to Note 5, "Acquisitions and Divestitures."
-25 basis points (1) -25 basis points 3
New Accounting Pronouncements
Goodwill and Other Intangible Assets
Refer to Note 3, "New Accounting Guidance," of the notes to consolidated financial statements for information about
Goodwill represents the excess of the aggregate purchase price over the fair value of net assets acquired, including new accounting pronouncements.
intangible assets. Goodwill is not amortized but is instead tested for impairment annually as of April 1 of each fiscal year, or
when events and circumstances indicate an impairment may have occurred. Our reporting units each contain goodwill that is
assessed for potential impairment. All goodwill is assigned to a reporting unit, which we have defined as an operating segment,
based on the relative fair value of the reporting unit at the time of each acquisition. We have six reporting units, of which five
are included in our Flexibles reportable segment. The other reporting unit, Rigid Packaging, is also a reportable segment.
In our impairment analysis, we may elect to first assess qualitative factors to determine whether a quantitative test is
necessary. If we determine that a quantitative test is necessary or elect to perform a quantitative test instead of the qualitative
test, we derive an estimate of fair values for each of our reporting units using income approaches. The most significant
assumptions used in the determination of the estimated fair value of the reporting units are revenue growth, projected operating
income growth, market multiples, terminal values, and discount rates. When the carrying value of a reporting unit exceeds its
fair value, we recognize an impairment loss equal to the difference between the carrying value and estimated fair value of the
reporting unit, adjusted for any tax benefits, limited to the amount of the carrying value of goodwill.
Our estimates associated with the goodwill impairment tests are considered critical due to the amount of goodwill
recorded on our consolidated balance sheets and the judgment required in determining fair value amounts, including projected
future cash flows. Judgment is also used in assessing whether goodwill should be tested more frequently for impairment than
annually. Factors such as a significant decrease in expected net earnings, adverse equity market conditions, and other external
events, such as significant inflation and rising interest rates, may result in the need for more frequent assessments.
Intangible assets consist primarily of purchased customer relationships, technology, trademarks, and software and are
amortized using the straight-line method over their estimated useful lives, ranging from one to twenty years. We review these
intangible assets for impairment when changes in circumstances or the occurrence of events suggest that the remaining value is
not recoverable. The impairment test requires us to make estimates about fair value, most of which are based on projected
future cash flows and discount rates. These estimates and projections require judgments about future events, conditions, and
amounts of future cash flows.
Deferred Taxes and Uncertain Tax Positions
Significant judgments and estimates are required in determining our deferred tax assets and liabilities and uncertain tax
positions as tax laws are often complex and may be subject to differing interpretations by the taxpayer and the relevant taxing
authorities. Determining uncertain tax positions involves evaluating whether the weight of available positive and negative
evidence indicates that it is more likely than not that the position taken or expected to be taken in the tax return will be
sustained upon tax audit, including resolution of related appeals or litigation processes, if any. The recognized tax benefits are
measured as the largest benefit of having a more likely than not likelihood of being sustained upon settlement. Additionally, we
are required to assess the likelihood of recovering deferred tax assets against future sources of taxable income which may result
in the need for a valuation allowance on deferred tax assets, including operating loss, capital loss, and tax credit carryforwards
if we do not reach the more likely than not threshold based on all available evidence. Examples of factors considered in
determining deferred tax asset realizability include the expected future performance of operations and taxable earnings, the
expected timing of the reversal of temporary differences, as well as the feasibility of tax planning strategies. If actual results
differ from these estimates or if there are future changes in tax laws or statutory tax rates, we may need to adjust valuation
allowances, or deferred tax liabilities, which could have a material impact on our consolidated financial position and results of
operations.
Valuation of Assets and Liabilities Held for Sale
43 Amcor Annual Report 2024 44
Form 10-K 59
Total Increase/ Total Increase/
(Decrease) to Net (Decrease) to Net Disposal groups held for sale are assessed for impairment by comparing their fair values, less cost to sell, to their
Periodic Pension Periodic Pension carrying values. The fair values of disposal groups held for sale are estimated using accepted valuation techniques, including
Cost from Current Cost from Current earnings multiples, discounted cash flows, and indicative bids. Several significant estimates and assumptions are involved in the
Assumption Assumption
application of these techniques, including forecasting sales, expenses, and various other factors. We consider historical
Discount Rate (in $ millions) Rate of Return on Plan Assets (in $ millions) experience, guidance received from third parties, and all information available at the time the estimates are made to derive fair
+25 basis points 1 +25 basis points (3) value. However, the fair value that is ultimately realized upon the divestiture of a business may significantly differ from the
estimated fair value recognized in our consolidated financial statements, especially for disposal groups located in conflict
4.22 percent (current assumption) — 5.16 percent (current assumption) —
regions. Refer to Note 5, "Acquisitions and Divestitures."
-25 basis points (1) -25 basis points 3
New Accounting Pronouncements
Goodwill and Other Intangible Assets
Refer to Note 3, "New Accounting Guidance," of the notes to consolidated financial statements for information about
Goodwill represents the excess of the aggregate purchase price over the fair value of net assets acquired, including new accounting pronouncements.
intangible assets. Goodwill is not amortized but is instead tested for impairment annually as of April 1 of each fiscal year, or
when events and circumstances indicate an impairment may have occurred. Our reporting units each contain goodwill that is
assessed for potential impairment. All goodwill is assigned to a reporting unit, which we have defined as an operating segment,
based on the relative fair value of the reporting unit at the time of each acquisition. We have six reporting units, of which five
are included in our Flexibles reportable segment. The other reporting unit, Rigid Packaging, is also a reportable segment.
In our impairment analysis, we may elect to first assess qualitative factors to determine whether a quantitative test is
necessary. If we determine that a quantitative test is necessary or elect to perform a quantitative test instead of the qualitative
test, we derive an estimate of fair values for each of our reporting units using income approaches. The most significant
assumptions used in the determination of the estimated fair value of the reporting units are revenue growth, projected operating
income growth, market multiples, terminal values, and discount rates. When the carrying value of a reporting unit exceeds its
fair value, we recognize an impairment loss equal to the difference between the carrying value and estimated fair value of the
reporting unit, adjusted for any tax benefits, limited to the amount of the carrying value of goodwill.
Our estimates associated with the goodwill impairment tests are considered critical due to the amount of goodwill
recorded on our consolidated balance sheets and the judgment required in determining fair value amounts, including projected
future cash flows. Judgment is also used in assessing whether goodwill should be tested more frequently for impairment than
annually. Factors such as a significant decrease in expected net earnings, adverse equity market conditions, and other external
events, such as significant inflation and rising interest rates, may result in the need for more frequent assessments.
Intangible assets consist primarily of purchased customer relationships, technology, trademarks, and software and are
amortized using the straight-line method over their estimated useful lives, ranging from one to twenty years. We review these
intangible assets for impairment when changes in circumstances or the occurrence of events suggest that the remaining value is
not recoverable. The impairment test requires us to make estimates about fair value, most of which are based on projected
future cash flows and discount rates. These estimates and projections require judgments about future events, conditions, and
amounts of future cash flows.
Deferred Taxes and Uncertain Tax Positions
Significant judgments and estimates are required in determining our deferred tax assets and liabilities and uncertain tax
positions as tax laws are often complex and may be subject to differing interpretations by the taxpayer and the relevant taxing
authorities. Determining uncertain tax positions involves evaluating whether the weight of available positive and negative
evidence indicates that it is more likely than not that the position taken or expected to be taken in the tax return will be
sustained upon tax audit, including resolution of related appeals or litigation processes, if any. The recognized tax benefits are
measured as the largest benefit of having a more likely than not likelihood of being sustained upon settlement. Additionally, we
are required to assess the likelihood of recovering deferred tax assets against future sources of taxable income which may result
in the need for a valuation allowance on deferred tax assets, including operating loss, capital loss, and tax credit carryforwards
if we do not reach the more likely than not threshold based on all available evidence. Examples of factors considered in
determining deferred tax asset realizability include the expected future performance of operations and taxable earnings, the
expected timing of the reversal of temporary differences, as well as the feasibility of tax planning strategies. If actual results
differ from these estimates or if there are future changes in tax laws or statutory tax rates, we may need to adjust valuation
allowances, or deferred tax liabilities, which could have a material impact on our consolidated financial position and results of
operations.
Valuation of Assets and Liabilities Held for Sale
43 44 Amcor Annual Report 2024
Form 10-K 60
Raw Material and Commodity Price Risk
Item 7A. - Quantitative and Qualitative Disclosures About Market Risk
The primary raw materials for our products are polymer resins and films, inks, solvents, adhesives, aluminum, and
Overview chemicals. We have market risk primarily in connection with the pricing of our products and are exposed to commodity price
risk from a number of commodities and other raw materials and energy price risk.
Our activities expose us to a variety of market risks and financial risks. Our overall risk management program seeks to
minimize potential adverse effects of these risks on Amcor's financial performance. From time to time, we enter into various Changes in prices of our primary raw materials may result in a temporary or permanent reduction in income before
derivative financial instruments, such as foreign exchange contracts, commodity fixed price swaps (on behalf of customers), income taxes and equity in loss of affiliated companies depending on the level of recovery by material type. The level of
cross currency swaps, and interest rate swaps to manage these risks. Our hedging activities are conducted on a centralized basis recovery depends both on the type of material and the market in which we operate. Across our business, we have a number of
through standard operating procedures and delegated authorities, which provide guidelines for control, counterparty risk, and contractual provisions that allow for passing on of raw material price fluctuations to customers within predefined periods.
ongoing reporting. These derivative instruments are designed to reduce the economic risk associated with movements in foreign
exchange rates, raw material prices, and to fixed and variable interest rates, but may not have been designated or qualify for A hypothetical but reasonably possible 1% increase on average prices for polymer resins and films, inks, solvents,
hedge accounting under U.S. GAAP and hence may increase income statement volatility. However, we do not trade in adhesives, aluminum, and chemicals, not passed on to the customer by way of a price adjustment, would have resulted in an
derivative financial instruments for speculative purposes. In addition, we may enter into loan agreements in currencies other increase in cost of sales and hence an adverse impact on income before income taxes and equity in loss of affiliated companies
than the respective legal entity's functional currency to economically hedge foreign exchange risk in net investments in our non- of approximately $50 million for fiscal year 2024 before any contractual pass-through to selling price.
U.S. subsidiaries, which do not qualify for hedge accounting under U.S. GAAP and hence may increase income statement
volatility. Credit Risk
There have been no material changes in the risks described below, other than increased inflation and market volatility Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss.
attributed to a variety of factors, including the Russia-Ukraine conflict, in fiscal years 2024 and 2023. We are exposed to credit risk arising from financing activities including deposits with banks and financial institutions, foreign
exchange transactions and other financial instruments, as well as from over-the-counter raw material and commodity related
Interest Rate Risk derivative instruments.
Our policy is to manage exposure to interest rate risk by maintaining a mixture of fixed-rate and variable-rate debt, We manage our credit risk from balances with financial institutions through our counterparty risk policy, which
monitoring global interest rates and, where appropriate, hedging floating interest rate exposure or debt at fixed interest rates provides guidelines on setting limits to minimize the concentration of risks and therefore mitigating financial loss through
through the use of various interest rate derivative instruments including, but not limited to, interest rate swaps, cross currency potential counterparty failure and on dealing and settlement procedures. The investment of surplus funds is made only with
interest rate swaps, and interest rate locks. approved counterparties and within credit limits assigned to each specific counterparty. Financial derivative instruments can
only be entered into with high credit quality approved financial institutions. As of June 30, 2024, and 2023, we did not have a
A hypothetical but reasonably possible increase of 1% in the floating rate on the relevant interest rate yield curve significant concentration of credit risk in relation to derivatives entered into in accordance with our hedging and risk
applicable to both derivative and non-derivative instruments denominated in U.S. dollars and Euros, the currencies with the management activities.
largest interest rate sensitivity, outstanding as of June 30, 2024, would have resulted in an adverse impact on income before
income taxes and equity in loss of affiliated companies of $28 million expense for the fiscal year ended June 30, 2024.
Foreign Exchange Risk
We operate in over 40 countries across the world and, as a result, we are exposed to movements in foreign currency
exchange rates.
For the year ended June 30, 2024, 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 $22 million.
Economic and political events in Argentina expose us to heightened levels of foreign currency exchange risks.
Although our functional currency in Argentina is the U.S. dollar, we have net assets and transactions in Argentina that are
denominated in pesos. In fiscal year 2024, the new Argentine government devalued the Argentine peso by approximately 55%
against the U.S. dollar which was the primary factor in our recognition of a $53 million loss on monetary balances in this fiscal
year. 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. As of June 30, 2024, 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 $5 million. Our operations in Argentina represented approximately 2% of our consolidated
net sales and annual adjusted earnings before interest and tax in the last two fiscal years.
During fiscal years 2024 and 2023, 51% and 52% of our net sales, respectively, were effectively generated in U.S.
dollar functional currency entities. During fiscal year 2024 and 2023, 16% and 18%, respectively, of our net sales were
generated in Euro functional currency entities with the remaining 33% and 30% of net sales, respectively, being generated in
entities with functional currencies other than U.S. dollars and Euros. The impact of translating Euro and other non-U.S. dollar
net sales and operating expenses into U.S. dollar for reporting purposes will vary depending on the movement of those
currencies from period to period.
45 Amcor Annual Report 2024 46
Form 10-K 61
Raw Material and Commodity Price Risk
Item 7A. - Quantitative and Qualitative Disclosures About Market Risk
The primary raw materials for our products are polymer resins and films, inks, solvents, adhesives, aluminum, and
Overview chemicals. We have market risk primarily in connection with the pricing of our products and are exposed to commodity price
risk from a number of commodities and other raw materials and energy price risk.
Our activities expose us to a variety of market risks and financial risks. Our overall risk management program seeks to
minimize potential adverse effects of these risks on Amcor's financial performance. From time to time, we enter into various Changes in prices of our primary raw materials may result in a temporary or permanent reduction in income before
derivative financial instruments, such as foreign exchange contracts, commodity fixed price swaps (on behalf of customers), income taxes and equity in loss of affiliated companies depending on the level of recovery by material type. The level of
cross currency swaps, and interest rate swaps to manage these risks. Our hedging activities are conducted on a centralized basis recovery depends both on the type of material and the market in which we operate. Across our business, we have a number of
through standard operating procedures and delegated authorities, which provide guidelines for control, counterparty risk, and contractual provisions that allow for passing on of raw material price fluctuations to customers within predefined periods.
ongoing reporting. These derivative instruments are designed to reduce the economic risk associated with movements in foreign
exchange rates, raw material prices, and to fixed and variable interest rates, but may not have been designated or qualify for A hypothetical but reasonably possible 1% increase on average prices for polymer resins and films, inks, solvents,
hedge accounting under U.S. GAAP and hence may increase income statement volatility. However, we do not trade in adhesives, aluminum, and chemicals, not passed on to the customer by way of a price adjustment, would have resulted in an
derivative financial instruments for speculative purposes. In addition, we may enter into loan agreements in currencies other increase in cost of sales and hence an adverse impact on income before income taxes and equity in loss of affiliated companies
than the respective legal entity's functional currency to economically hedge foreign exchange risk in net investments in our non- of approximately $50 million for fiscal year 2024 before any contractual pass-through to selling price.
U.S. subsidiaries, which do not qualify for hedge accounting under U.S. GAAP and hence may increase income statement
volatility. Credit Risk
There have been no material changes in the risks described below, other than increased inflation and market volatility Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss.
attributed to a variety of factors, including the Russia-Ukraine conflict, in fiscal years 2024 and 2023. We are exposed to credit risk arising from financing activities including deposits with banks and financial institutions, foreign
exchange transactions and other financial instruments, as well as from over-the-counter raw material and commodity related
Interest Rate Risk derivative instruments.
Our policy is to manage exposure to interest rate risk by maintaining a mixture of fixed-rate and variable-rate debt, We manage our credit risk from balances with financial institutions through our counterparty risk policy, which
monitoring global interest rates and, where appropriate, hedging floating interest rate exposure or debt at fixed interest rates provides guidelines on setting limits to minimize the concentration of risks and therefore mitigating financial loss through
through the use of various interest rate derivative instruments including, but not limited to, interest rate swaps, cross currency potential counterparty failure and on dealing and settlement procedures. The investment of surplus funds is made only with
interest rate swaps, and interest rate locks. approved counterparties and within credit limits assigned to each specific counterparty. Financial derivative instruments can
only be entered into with high credit quality approved financial institutions. As of June 30, 2024, and 2023, we did not have a
A hypothetical but reasonably possible increase of 1% in the floating rate on the relevant interest rate yield curve significant concentration of credit risk in relation to derivatives entered into in accordance with our hedging and risk
applicable to both derivative and non-derivative instruments denominated in U.S. dollars and Euros, the currencies with the management activities.
largest interest rate sensitivity, outstanding as of June 30, 2024, would have resulted in an adverse impact on income before
income taxes and equity in loss of affiliated companies of $28 million expense for the fiscal year ended June 30, 2024.
Foreign Exchange Risk
We operate in over 40 countries across the world and, as a result, we are exposed to movements in foreign currency
exchange rates.
For the year ended June 30, 2024, 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 $22 million.
Economic and political events in Argentina expose us to heightened levels of foreign currency exchange risks.
Although our functional currency in Argentina is the U.S. dollar, we have net assets and transactions in Argentina that are
denominated in pesos. In fiscal year 2024, the new Argentine government devalued the Argentine peso by approximately 55%
against the U.S. dollar which was the primary factor in our recognition of a $53 million loss on monetary balances in this fiscal
year. 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. As of June 30, 2024, 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 $5 million. Our operations in Argentina represented approximately 2% of our consolidated
net sales and annual adjusted earnings before interest and tax in the last two fiscal years.
During fiscal years 2024 and 2023, 51% and 52% of our net sales, respectively, were effectively generated in U.S.
dollar functional currency entities. During fiscal year 2024 and 2023, 16% and 18%, respectively, of our net sales were
generated in Euro functional currency entities with the remaining 33% and 30% of net sales, respectively, being generated in
entities with functional currencies other than U.S. dollars and Euros. The impact of translating Euro and other non-U.S. dollar
net sales and operating expenses into U.S. dollar for reporting purposes will vary depending on the movement of those
currencies from period to period.
45 46 Amcor Annual Report 2024
Form 10-K 62
Item 8. - Financial Statements and Supplementary Data Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
Report of Independent Registered Public Accounting Firm because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
To the Board of Directors and Shareholders of Amcor plc Critical Audit Matters
Opinions on the Financial Statements and Internal Control over Financial Reporting The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
We have audited the accompanying consolidated balance sheets of Amcor plc and its subsidiaries (the “Company”) as of June disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
30, 2024 and 2023, and the related consolidated statements of income, comprehensive income, equity and cash flows for each complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
of the three years in the period ended June 30, 2024, including the related notes and schedule of valuation and qualifying financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
accounts and reserves for each of the three years in the period ended June 30, 2024 appearing under Item 15(a)(2) (collectively opinion on the critical audit matter or on the accounts or disclosures to which it relates.
referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial
reporting as of June 30, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Goodwill Impairment Assessment - Flexibles Latin America Reporting Unit
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
As described in Notes 2 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial $5,345 million as of June 30, 2024, and the goodwill associated with the Flexibles Segment was $4,373 million, which includes
position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three goodwill associated with the Flexibles Latin America reporting unit. Management conducts an impairment analysis as of April
years in the period ended June 30, 2024 in conformity with accounting principles generally accepted in the United States of 1 of each financial year, or whenever events and circumstances indicate an impairment may have occurred during the financial
America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial year. Management’s quantitative assessment utilizes discounted cash flow models to determine the fair value of the reporting
reporting as of June 30, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the unit. As disclosed by management, if the carrying value of a reporting unit exceeds its fair value, management would recognize
COSO. 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
Basis for Opinions Flexibles Latin America reporting unit included key assumptions relating to revenue growth, projected operating income
growth, market multiples, terminal values and discount rate.
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
of the Flexibles Latin America reporting unit within the Flexibles Segment is a critical audit matter are (i) the significant
in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to
judgment by management when developing the fair value estimate of the reporting unit; (ii) a high degree of auditor judgment,
express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial
subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
growth and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skills and knowledge.
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
management’s goodwill impairment assessment, including controls over the valuation of the Flexibles Latin America reporting
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
unit. These procedures also included, among others, (i) testing management’s process for developing the fair value estimate of
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
the reporting unit; (ii) evaluating the appropriateness of the discounted cash flow models used by management; (iii) testing the
respects.
completeness and accuracy of underlying data used in the discounted cash flow models; and (iv) evaluating the reasonableness
of the significant assumptions used by management related to revenue growth and the discount rate. Evaluating management’s
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
assumptions related to revenue growth and the discount rate involved evaluating whether the assumptions used by management
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
were reasonable considering (i) the current and past performance of the reporting unit; (ii) the consistency with external market
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
Professionals with specialized skills and knowledge were used to assist in evaluating (i) the appropriateness of the discounted
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
cash flow model and (ii) the reasonableness of the discount rate assumption.
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions. /s/ PricewaterhouseCoopers AG
Zurich, Switzerland
Definition and Limitations of Internal Control over Financial Reporting
August 16, 2024
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
We have served as the Company's auditor since 2019.
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. 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.
47 Amcor Annual Report 2024 48
Form 10-K 63
Item 8. - Financial Statements and Supplementary Data Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
Report of Independent Registered Public Accounting Firm because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
To the Board of Directors and Shareholders of Amcor plc Critical Audit Matters
Opinions on the Financial Statements and Internal Control over Financial Reporting The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
We have audited the accompanying consolidated balance sheets of Amcor plc and its subsidiaries (the “Company”) as of June disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
30, 2024 and 2023, and the related consolidated statements of income, comprehensive income, equity and cash flows for each complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
of the three years in the period ended June 30, 2024, including the related notes and schedule of valuation and qualifying financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
accounts and reserves for each of the three years in the period ended June 30, 2024 appearing under Item 15(a)(2) (collectively opinion on the critical audit matter or on the accounts or disclosures to which it relates.
referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial
reporting as of June 30, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Goodwill Impairment Assessment - Flexibles Latin America Reporting Unit
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
As described in Notes 2 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial $5,345 million as of June 30, 2024, and the goodwill associated with the Flexibles Segment was $4,373 million, which includes
position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three goodwill associated with the Flexibles Latin America reporting unit. Management conducts an impairment analysis as of April
years in the period ended June 30, 2024 in conformity with accounting principles generally accepted in the United States of 1 of each financial year, or whenever events and circumstances indicate an impairment may have occurred during the financial
America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial year. Management’s quantitative assessment utilizes discounted cash flow models to determine the fair value of the reporting
reporting as of June 30, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the unit. As disclosed by management, if the carrying value of a reporting unit exceeds its fair value, management would recognize
COSO. 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
Basis for Opinions Flexibles Latin America reporting unit included key assumptions relating to revenue growth, projected operating income
growth, market multiples, terminal values and discount rate.
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
of the Flexibles Latin America reporting unit within the Flexibles Segment is a critical audit matter are (i) the significant
in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to
judgment by management when developing the fair value estimate of the reporting unit; (ii) a high degree of auditor judgment,
express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial
subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
growth and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skills and knowledge.
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
management’s goodwill impairment assessment, including controls over the valuation of the Flexibles Latin America reporting
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
unit. These procedures also included, among others, (i) testing management’s process for developing the fair value estimate of
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
the reporting unit; (ii) evaluating the appropriateness of the discounted cash flow models used by management; (iii) testing the
respects.
completeness and accuracy of underlying data used in the discounted cash flow models; and (iv) evaluating the reasonableness
of the significant assumptions used by management related to revenue growth and the discount rate. Evaluating management’s
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
assumptions related to revenue growth and the discount rate involved evaluating whether the assumptions used by management
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
were reasonable considering (i) the current and past performance of the reporting unit; (ii) the consistency with external market
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
Professionals with specialized skills and knowledge were used to assist in evaluating (i) the appropriateness of the discounted
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
cash flow model and (ii) the reasonableness of the discount rate assumption.
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions. /s/ PricewaterhouseCoopers AG
Zurich, Switzerland
Definition and Limitations of Internal Control over Financial Reporting
August 16, 2024
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
We have served as the Company's auditor since 2019.
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. 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.
47 48 Amcor Annual Report 2024
Form 10-K 64
Amcor plc and Subsidiaries Amcor plc and Subsidiaries
Consolidated Statements of Income Consolidated Statements of Comprehensive Income
($ in millions, except per share data) ($ in millions)
For the years ended June 30, 2024 2023 2022 For the years ended June 30, 2024 2023 2022
Net sales $ 13,640 $ 14,694 $ 14,544 Net income $ 740 $ 1,058 $ 815
Cost of sales (10,928) (11,969) (11,724) Other comprehensive income/(loss):
Net gains/(losses) on cash flow hedges, net of tax (a) 5 (1) (7)
Gross profit 2,712 2,725 2,820 Foreign currency translation adjustments, net of tax (b) (108) 69 (201)
Excluded components of fair value hedges (10) — —
Selling, general, and administrative expenses (1,260) (1,246) (1,284) Pension, net of tax (c) (45) (50) 94
Research and development expenses (106) (101) (96) Other comprehensive income/(loss) (158) 18 (114)
Restructuring, impairment, and other related activities, net (97) 104 (234) Total comprehensive income 582 1,076 701
Other income/(expenses), net (35) 26 33 Comprehensive income attributable to non-controlling interests (10) (10) (10)
Comprehensive income attributable to Amcor plc $ 572 $ 1,066 $ 691
Operating income 1,214 1,508 1,239
(a) Tax benefit/(expense) related to cash flow hedges $ (1) $ 1 $ 2
Interest income 38 31 24 (b) Tax expense related to foreign currency translation adjustments $ — $ (1) $ (5)
Interest expense (348) (290) (159) (c) Tax benefit/(expense) related to pension adjustments $ 12 $ 11 $ (21)
Other non-operating income, net 3 2 11 See accompanying notes to consolidated financial statements.
Income before income taxes and equity in loss of affiliated companies 907 1,251 1,115
Income tax expense (163) (193) (300)
Equity in loss of affiliated companies, net of tax (4) — —
Net income $ 740 $ 1,058 $ 815
Net income attributable to non-controlling interests (10) (10) (10)
Net income attributable to Amcor plc $ 730 $ 1,048 $ 805
Basic earnings per share:
Basic earnings per share $ 0.505 $ 0.709 $ 0.532
Diluted earnings per share $ 0.505 $ 0.705 $ 0.529
See accompanying notes to consolidated financial statements.
49 Amcor Annual Report 2024 50
Form 10-K 65
Amcor plc and Subsidiaries Amcor plc and Subsidiaries
Consolidated Statements of Income Consolidated Statements of Comprehensive Income
($ in millions, except per share data) ($ in millions)
For the years ended June 30, 2024 2023 2022 For the years ended June 30, 2024 2023 2022
Net sales $ 13,640 $ 14,694 $ 14,544 Net income $ 740 $ 1,058 $ 815
Cost of sales (10,928) (11,969) (11,724) Other comprehensive income/(loss):
Net gains/(losses) on cash flow hedges, net of tax (a) 5 (1) (7)
Gross profit 2,712 2,725 2,820 Foreign currency translation adjustments, net of tax (b) (108) 69 (201)
Excluded components of fair value hedges (10) — —
Selling, general, and administrative expenses (1,260) (1,246) (1,284) Pension, net of tax (c) (45) (50) 94
Research and development expenses (106) (101) (96) Other comprehensive income/(loss) (158) 18 (114)
Restructuring, impairment, and other related activities, net (97) 104 (234) Total comprehensive income 582 1,076 701
Other income/(expenses), net (35) 26 33 Comprehensive income attributable to non-controlling interests (10) (10) (10)
Comprehensive income attributable to Amcor plc $ 572 $ 1,066 $ 691
Operating income 1,214 1,508 1,239
(a) Tax benefit/(expense) related to cash flow hedges $ (1) $ 1 $ 2
Interest income 38 31 24 (b) Tax expense related to foreign currency translation adjustments $ — $ (1) $ (5)
Interest expense (348) (290) (159) (c) Tax benefit/(expense) related to pension adjustments $ 12 $ 11 $ (21)
Other non-operating income, net 3 2 11 See accompanying notes to consolidated financial statements.
Income before income taxes and equity in loss of affiliated companies 907 1,251 1,115
Income tax expense (163) (193) (300)
Equity in loss of affiliated companies, net of tax (4) — —
Net income $ 740 $ 1,058 $ 815
Net income attributable to non-controlling interests (10) (10) (10)
Net income attributable to Amcor plc $ 730 $ 1,048 $ 805
Basic earnings per share:
Basic earnings per share $ 0.505 $ 0.709 $ 0.532
Diluted earnings per share $ 0.505 $ 0.705 $ 0.529
See accompanying notes to consolidated financial statements.
49 50 Amcor Annual Report 2024
Form 10-K 66
Amcor plc and Subsidiaries Amcor plc and Subsidiaries
Consolidated Balance Sheets Consolidated Statements of Cash Flows
($ in millions, except share and per share data) ($ in millions)
As of June 30, 2024 2023 For the years ended June 30, 2024 2023 2022
Assets Cash flows from operating activities:
Current assets: Net income $ 740 $ 1,058 $ 815
Cash and cash equivalents $ 588 $ 689 Adjustments to reconcile net income to net cash provided by operating activities:
Trade receivables, net of allowance for credit losses of $24 and $21, respectively 1,846 1,875 Depreciation, amortization, and impairment 595 586 625
Inventories, net Russia and Ukraine impairment — — 138
Raw materials and supplies 862 992 Net periodic benefit cost 12 11 12
Work in process and finished goods 1,169 1,221 Amortization of debt discount and deferred financing costs 10 4 2
Prepaid expenses and other current assets 500 531 Net gain on disposal of property, plant, and equipment (11) (5) (3)
Total current assets 4,965 5,308 Net gain on disposal of businesses — (220) —
Non-current assets: Equity in loss of affiliated companies 4 — —
Property, plant, and equipment, net 3,763 3,762 Net foreign exchange (gain)/loss 27 28 (14)
Operating lease assets 567 533 Share-based compensation 32 54 63
Deferred tax assets 148 134 Other, net (37) 5 106
Other intangible assets, net 1,391 1,524 Loss from highly inflationary accounting for Argentine subsidiaries 106 62 22
Goodwill 5,345 5,366 Deferred income taxes, net (37) (57) (33)
Employee benefit assets 34 67 Changes in operating assets and liabilities, excluding effect of acquisitions,
Other non-current assets 311 309 divestitures, and currency:
Total non-current assets 11,559 11,695 Trade receivables (43) 93 (272)
Total assets $ 16,524 $ 17,003 Inventories 95 248 (626)
Liabilities Prepaid expenses and other current assets (5) (54) (67)
Current liabilities: Trade payables (43) (429) 711
Current portion of long-term debt $ 12 $ 13 Other current liabilities (74) 21 123
Short-term debt 84 80 Accrued employee costs 8 (84) (20)
Trade payables 2,580 2,690 Employee benefit obligations (39) (25) (35)
Accrued employee costs 399 396 Other, net (19) (35) (21)
Other current liabilities 1,186 1,297 Net cash provided by operating activities 1,321 1,261 1,526
Total current liabilities 4,261 4,476 Cash flows from investing activities:
Non-current liabilities: Issuance of loans to affiliated companies and other — (1) (5)
Long-term debt, less current portion 6,603 6,653 Investments in affiliated companies and other (3) (56) (12)
Operating lease liabilities 488 463 Business acquisitions (20) (121) —
Deferred tax liabilities 584 616 Purchase of property, plant, and equipment, and other intangible assets (492) (526) (527)
Employee benefit obligations 217 224 (Payments)/proceeds from divestitures — 365 (1)
Other non-current liabilities 418 481 Proceeds from sales of property, plant, and equipment, and other intangible assets 39 30 18
Total non-current liabilities 8,310 8,437 Net cash used in investing activities (476) (309) (527)
Total liabilities $ 12,571 $ 12,913 Cash flows from financing activities:
Proceeds from issuance of shares — 134 114
Commitments and contingencies (See Note 19) Purchase of treasury shares and tax withholdings for share-based incentive plans (51) (221) (143)
Proceeds from issuance of long-term debt 1,024 522 1,066
Shareholders' Equity Repayment of long-term debt (16) (330) (1,243)
Amcor plc shareholders’ equity: Net borrowing/(repayment) of commercial paper (1,041) 94 638
Ordinary shares ($0.01 par value): Net borrowing/(repayment) of short-term debt (10) (58) 15
Authorized (9,000 million shares) Repayment of lease liabilities (11) (11) (5)
Issued (1,445 and 1,448 million shares, respectively) $ 14 $ 14 Share buyback/cancellations (30) (432) (601)
Additional paid-in capital 4,019 4,021 Dividends paid (722) (723) (732)
Retained earnings 879 865 Net cash used in financing activities (857) (1,025) (891)
Accumulated other comprehensive loss (1,020) (862)
Effect of exchange rates on cash and cash equivalents (89) (88) (108)
Treasury shares (1 and 1 million shares, respectively) (11) (12)
Cash and cash equivalents classified as held for sale — — (75)
Total Amcor plc shareholders' equity 3,881 4,026
Non-controlling interests 72 64 Net decrease in cash and cash equivalents (101) (161) (75)
Total shareholders' equity 3,953 4,090 Cash and cash equivalents balance at beginning of the fiscal year 689 850 850
Total liabilities and shareholders' equity $ 16,524 $ 17,003 Cash and cash equivalents balance at end of the fiscal year $ 588 $ 689 $ 775
See accompanying notes to consolidated financial statements. See accompanying notes to consolidated financial statements, including Note 22, "Supplemental Cash Flow Information." Cash
and cash equivalents at the beginning of fiscal year 2023 include cash and cash equivalents classified as held for sale.
51 Amcor Annual Report 2024 52
Form 10-K 67
Amcor plc and Subsidiaries Amcor plc and Subsidiaries
Consolidated Balance Sheets Consolidated Statements of Cash Flows
($ in millions, except share and per share data) ($ in millions)
As of June 30, 2024 2023 For the years ended June 30, 2024 2023 2022
Assets Cash flows from operating activities:
Current assets: Net income $ 740 $ 1,058 $ 815
Cash and cash equivalents $ 588 $ 689 Adjustments to reconcile net income to net cash provided by operating activities:
Trade receivables, net of allowance for credit losses of $24 and $21, respectively 1,846 1,875 Depreciation, amortization, and impairment 595 586 625
Inventories, net Russia and Ukraine impairment — — 138
Raw materials and supplies 862 992 Net periodic benefit cost 12 11 12
Work in process and finished goods 1,169 1,221 Amortization of debt discount and deferred financing costs 10 4 2
Prepaid expenses and other current assets 500 531 Net gain on disposal of property, plant, and equipment (11) (5) (3)
Total current assets 4,965 5,308 Net gain on disposal of businesses — (220) —
Non-current assets: Equity in loss of affiliated companies 4 — —
Property, plant, and equipment, net 3,763 3,762 Net foreign exchange (gain)/loss 27 28 (14)
Operating lease assets 567 533 Share-based compensation 32 54 63
Deferred tax assets 148 134 Other, net (37) 5 106
Other intangible assets, net 1,391 1,524 Loss from highly inflationary accounting for Argentine subsidiaries 106 62 22
Goodwill 5,345 5,366 Deferred income taxes, net (37) (57) (33)
Employee benefit assets 34 67
Changes in operating assets and liabilities, excluding effect of acquisitions,
Other non-current assets 311 309 divestitures, and currency:
Total non-current assets 11,559 11,695 Trade receivables (43) 93 (272)
Total assets $ 16,524 $ 17,003 Inventories 95 248 (626)
Liabilities Prepaid expenses and other current assets (5) (54) (67)
Current liabilities: Trade payables (43) (429) 711
Current portion of long-term debt $ 12 $ 13 Other current liabilities (74) 21 123
Short-term debt 84 80 Accrued employee costs 8 (84) (20)
Trade payables 2,580 2,690 Employee benefit obligations (39) (25) (35)
Accrued employee costs 399 396 Other, net (19) (35) (21)
Other current liabilities 1,186 1,297 Net cash provided by operating activities 1,321 1,261 1,526
Total current liabilities 4,261 4,476 Cash flows from investing activities:
Non-current liabilities: Issuance of loans to affiliated companies and other — (1) (5)
Long-term debt, less current portion 6,603 6,653 Investments in affiliated companies and other (3) (56) (12)
Operating lease liabilities 488 463 Business acquisitions (20) (121) —
Deferred tax liabilities 584 616 Purchase of property, plant, and equipment, and other intangible assets (492) (526) (527)
Employee benefit obligations 217 224 (Payments)/proceeds from divestitures — 365 (1)
Other non-current liabilities 418 481 Proceeds from sales of property, plant, and equipment, and other intangible assets 39 30 18
Total non-current liabilities 8,310 8,437 Net cash used in investing activities (476) (309) (527)
Total liabilities $ 12,571 $ 12,913 Cash flows from financing activities:
Proceeds from issuance of shares — 134 114
Commitments and contingencies (See Note 19) Purchase of treasury shares and tax withholdings for share-based incentive plans (51) (221) (143)
Proceeds from issuance of long-term debt 1,024 522 1,066
Shareholders' Equity Repayment of long-term debt (16) (330) (1,243)
Amcor plc shareholders’ equity: Net borrowing/(repayment) of commercial paper (1,041) 94 638
Ordinary shares ($0.01 par value): Net borrowing/(repayment) of short-term debt (10) (58) 15
Authorized (9,000 million shares) Repayment of lease liabilities (11) (11) (5)
Issued (1,445 and 1,448 million shares, respectively) $ 14 $ 14 Share buyback/cancellations (30) (432) (601)
Additional paid-in capital 4,019 4,021 Dividends paid (722) (723) (732)
Retained earnings 879 865 Net cash used in financing activities (857) (1,025) (891)
Accumulated other comprehensive loss (1,020) (862)
Effect of exchange rates on cash and cash equivalents (89) (88) (108)
Treasury shares (1 and 1 million shares, respectively) (11) (12)
Cash and cash equivalents classified as held for sale — — (75)
Total Amcor plc shareholders' equity 3,881 4,026
Non-controlling interests 72 64 Net decrease in cash and cash equivalents (101) (161) (75)
Total shareholders' equity 3,953 4,090 Cash and cash equivalents balance at beginning of the fiscal year 689 850 850
Total liabilities and shareholders' equity $ 16,524 $ 17,003 Cash and cash equivalents balance at end of the fiscal year $ 588 $ 689 $ 775
See accompanying notes to consolidated financial statements. See accompanying notes to consolidated financial statements, including Note 22, "Supplemental Cash Flow Information." Cash
and cash equivalents at the beginning of fiscal year 2023 include cash and cash equivalents classified as held for sale.
51 52 Amcor Annual Report 2024
Form 10-K 68
Amcor plc and Subsidiaries Amcor plc and Subsidiaries
Consolidated Statements of Equity Notes to Consolidated Financial Statements
($ in millions, except per share data)
Note 1 - Business Description
Accumulated
Additional Other Non-
Amcor plc ("Amcor" or the "Company") is a public limited company incorporated under the Laws of the Bailiwick of
Ordinary Paid-In Retained Comprehensive Treasury controlling
Shares Capital Earnings Loss Shares Interests Total Jersey. The Company's history dates back more than 150 years, with origins in both Australia and the United States of America.
Balance as of June 30, 2021 $ 15 $ 5,092 $ 452 $ (766) $ (29) $ 57 $ 4,821 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
Net income 805 10 815 innovation excellence and global packaging expertise enable the Company to solve packaging challenges around the world
Other comprehensive loss (114) — (114) 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.
Share buyback/cancellations — (601) (601)
Dividends declared ($0.4775 per share) (723) (9) (732)
The Company's business activities are organized around two reportable segments, Flexibles and Rigid Packaging. The
Options exercised and shares vested (40) 154 114
Company has a globally diverse operating footprint, selling to customers in Europe, North America, Latin America, Africa, the
Net settlement of forward contracts to
Middle East, and the Asia Pacific regions. The Company's sales are widely diversified, with the majority of sales made to the
purchase own equity for share-based
incentive plans, net of tax (83) (83) food, beverage, pharmaceutical, medical device, home and personal care, and other consumer goods end markets. All markets
Purchase of treasury shares (143) (143) are considered to be highly competitive as to price, innovation, quality, and service.
Share-based compensation expense 63 63
Change in non-controlling interests — — 1 1
Balance as of June 30, 2022 15 4,431 534 (880) (18) 59 4,141
Net income 1,048 10 1,058
Other comprehensive income 18 — 18
Share buyback/cancellations (1) (431) (432)
Dividends declared ($0.4875 per share) (717) (6) (723)
Options exercised and shares vested (93) 227 134
Net settlement of forward contracts to
purchase own equity for share-based
incentive plans, net of tax 60 60
Purchase of treasury shares (221) (221)
Share-based compensation expense 54 54
Change in non-controlling interests — 1 1
Balance as of June 30, 2023 14 4,021 865 (862) (12) 64 4,090
Net income 730 10 740
Other comprehensive loss (158) — (158)
Share buyback/cancellations — (30) (30)
Dividends declared ($0.4975 per share) (716) (6) (722)
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 32 32
Change in non-controlling interests 4 4
Balance as of June 30, 2024 $ 14 $ 4,019 $ 879 $ (1,020) $ (11) $ 72 $ 3,953
See accompanying notes to consolidated financial statements.
53 Amcor Annual Report 2024 54
Form 10-K 69
Amcor plc and Subsidiaries Amcor plc and Subsidiaries
Consolidated Statements of Equity Notes to Consolidated Financial Statements
($ in millions, except per share data)
Note 1 - Business Description
Accumulated
Additional Other Non-
Amcor plc ("Amcor" or the "Company") is a public limited company incorporated under the Laws of the Bailiwick of
Ordinary Paid-In Retained Comprehensive Treasury controlling
Shares Capital Earnings Loss Shares Interests Total Jersey. The Company's history dates back more than 150 years, with origins in both Australia and the United States of America.
Balance as of June 30, 2021 $ 15 $ 5,092 $ 452 $ (766) $ (29) $ 57 $ 4,821 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
Net income 805 10 815 innovation excellence and global packaging expertise enable the Company to solve packaging challenges around the world
Other comprehensive loss (114) — (114) 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.
Share buyback/cancellations — (601) (601)
Dividends declared ($0.4775 per share) (723) (9) (732)
The Company's business activities are organized around two reportable segments, Flexibles and Rigid Packaging. The
Options exercised and shares vested (40) 154 114
Company has a globally diverse operating footprint, selling to customers in Europe, North America, Latin America, Africa, the
Net settlement of forward contracts to
Middle East, and the Asia Pacific regions. The Company's sales are widely diversified, with the majority of sales made to the
purchase own equity for share-based
incentive plans, net of tax (83) (83) food, beverage, pharmaceutical, medical device, home and personal care, and other consumer goods end markets. All markets
Purchase of treasury shares (143) (143) are considered to be highly competitive as to price, innovation, quality, and service.
Share-based compensation expense 63 63
Change in non-controlling interests — — 1 1
Balance as of June 30, 2022 15 4,431 534 (880) (18) 59 4,141
Net income 1,048 10 1,058
Other comprehensive income 18 — 18
Share buyback/cancellations (1) (431) (432)
Dividends declared ($0.4875 per share) (717) (6) (723)
Options exercised and shares vested (93) 227 134
Net settlement of forward contracts to
purchase own equity for share-based
incentive plans, net of tax 60 60
Purchase of treasury shares (221) (221)
Share-based compensation expense 54 54
Change in non-controlling interests — 1 1
Balance as of June 30, 2023 14 4,021 865 (862) (12) 64 4,090
Net income 730 10 740
Other comprehensive loss (158) — (158)
Share buyback/cancellations — (30) (30)
Dividends declared ($0.4975 per share) (716) (6) (722)
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 32 32
Change in non-controlling interests 4 4
Balance as of June 30, 2024 $ 14 $ 4,019 $ 879 $ (1,020) $ (11) $ 72 $ 3,953
See accompanying notes to consolidated financial statements.
53 54 Amcor Annual Report 2024
Form 10-K 70
Note 2 - Significant Accounting Policies balances are translated at historical rates. Translation gains and losses are reported in accumulated other comprehensive loss as
a component of shareholders’ equity.
Basis of Presentation and Principles of Consolidation: The consolidated financial statements include the accounts of the
Company and its subsidiaries, for which the Company has a controlling financial interest. All significant intercompany Highly Inflationary Accounting: A highly inflationary economy is defined as an economy with a cumulative inflation rate of
transactions and balances have been eliminated. The consolidated financial statements are prepared in accordance with approximately 100 percent or more over a three-year period. As of July 1, 2018, the Argentine economy was designated as
accounting principles generally accepted in the United States of America ("U.S. GAAP"). Certain amounts in the Company's highly inflationary for accounting purposes. Accordingly, the U.S. dollar replaced the Argentine peso as the functional currency
notes to consolidated financial statements may not add up or recalculate due to rounding. for the Company's subsidiaries in Argentina. The impact of highly inflationary accounting on monetary balances was a loss of
$53 million, $24 million, and $16 million for the fiscal years ended June 30, 2024, 2023, and 2022, respectively, in the
Business Combinations: The Company uses the acquisition method of accounting, which requires separate recognition of consolidated statements of income.
assets acquired and liabilities assumed from goodwill, at the acquisition date fair values. Goodwill as of the acquisition date is
measured as the excess of consideration transferred and the fair value of any non-controlling interests in the acquiree over the Revenue Recognition: The Company generates revenue primarily by providing its customers with flexible and rigid
net of the acquisition date fair values of the assets acquired and liabilities assumed. During the measurement period, which may packaging, serving a variety of markets including food, beverage, consumer products, and healthcare end markets. The
be up to one year from the acquisition date, the Company has the ability to record adjustments to the assets acquired and Company enters into a variety of agreements with customers, including quality agreements, pricing agreements, and master
liabilities assumed with the corresponding offset to goodwill. After the measurement period or final determination of the values supply agreements, which outline the terms under which the Company does business with a specific customer. The Company
of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated also sells to some customers solely based on purchase orders. The Company has concluded for the vast majority of its revenues,
statements of income. that its contracts with customers are either a purchase order or the combination of a purchase order with a master supply
agreement. All revenue recognized in the consolidated statements of income is considered to be revenue from contracts with
Held for Sale and Discontinued Operations: The Company classifies assets and liabilities (the "disposal group") as held for customers.
sale in the period when all of the relevant criteria to be classified as held for sale are met. These criteria include management's
commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within The Company typically satisfies the obligation to provide packaging to customers at a point in time upon shipment
one year. Assets held for sale are reported at the lower of their carrying value or fair value less cost to sell. Fair value is when control is transferred to customers. Revenue is recognized net of allowances for returns and customer claims and any
determined based on management’s assessment of indicative bids, a market multiples model in which a market multiple is taxes collected from customers, which are subsequently remitted to governmental authorities. The Company does not have any
applied to forecasted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), discounted cash flows, material contract assets or contract liabilities. The Company disaggregates revenue based on geography. Disaggregation of
appraised values, or management's estimates, depending on the specific situation. Any loss resulting from the measurement is revenue is presented in Note 20, "Segments."
recognized in the period when the held for sale criteria are met. If the disposal group meets the definition of a business, the
goodwill within the reporting unit is allocated to the disposal group based on its relative fair value. The Company assesses the Significant Judgments
fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any
subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not Determining whether products and services should be accounted for as distinct performance obligations or as
exceed the initial carrying value of the disposal group. Assets held for sale are not amortized or depreciated. The Company combined performance obligations may require significant judgment. The Company has identified potential performance
recorded an impairment charge on assets held for sale of $90 million for the fiscal year ended June 30, 2022. See Note 5, obligations in its customer master supply agreements and determined that none of them are capable of being distinct as the
"Acquisitions and Divestitures," for further information. customer can only benefit from the supplied packaging. Therefore, the Company has concluded that it has one performance
obligation, which is to supply packaging to customers.
A disposal group that represents a strategic shift to the Company or is acquired with the intention to sell is reflected as
a discontinued operation on the consolidated statements of income and prior periods are recast to reflect the earnings or losses The Company may provide variable consideration in several forms, which are determined through its agreements with
as income from discontinued operations. customers. The Company can offer prompt payment discounts, sales rebates, or other incentive payments to customers. Sales
rebates and other incentive payments can be awarded contingent on the achievement of certain performance metrics, including
Estimates and Assumptions Required: The preparation of financial statements in conformity with U.S. GAAP requires volume. The Company accounts for variable consideration using the most likely amount method. The Company utilizes
management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the forecasted sales data and rebate percentages specific to each customer agreement and updates its judgment of the amounts to
consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. which the customer is entitled each period.
These estimates are based on historical experience and various assumptions believed to be reasonable under the The Company enters into long-term agreements with certain customers, under which it is obligated to make various
circumstances. Management evaluates these estimates on an ongoing basis and adjusts or revises them as circumstances change. up-front payments for which it expects to receive a benefit in excess of the cost over the term of the contract. These up-front
As future events and their impacts cannot be determined with precision, actual results may differ from these estimates. In the payments are deferred and reflected in prepaid expenses and other current assets or other non-current assets on its consolidated
opinion of management, the consolidated financial statements reflect all adjustments necessary to fairly present the results of balance sheets. Contract incentives are typically recognized as a reduction to revenue over the term of the customer agreement.
the periods presented.
Practical Expedients
Translation of Foreign Currencies: The reporting currency of the Company is the U.S. dollar. The functional currency of the
Company’s subsidiaries is generally the local currency of each entity. Transactions in currencies other than the functional The Company sells primarily through its direct sales force. Any external sales commissions are expensed when
currency of the entity are recorded at the exchange rates prevailing at the transaction date. Monetary assets and liabilities in incurred because the amortization period would be one year or less. External sales commission expense is included in selling,
currencies other than the entity’s functional currency are remeasured at the exchange rates as of the balance sheet date to the general, and administrative expenses in the consolidated statements of income.
entity’s functional currency. Foreign currency transaction gains and losses are recorded in other income/(expenses), net in the
consolidated statements of income. These foreign currency transaction net gains or net losses, not including losses on monetary The Company accounts for shipping and handling activities as fulfillment costs. Accordingly, shipping and handling
balances in Argentina, amounted to a net loss of $10 million, a net loss of $17 million, and a net gain of $19 million during the costs are classified as a component of cost of sales while amounts billed to customers are classified as a component of net sales.
fiscal years ended June 30, 2024, 2023, and 2022, respectively.
The Company excludes from the measurement of the transaction price all taxes assessed by a government authority
Upon consolidation, the results of operations of subsidiaries with functional currencies other than the reporting that are both imposed on and concurrent with a specific revenue producing transaction and collected from the customer,
currency of the Company are translated using average exchange rates during each year. Assets and liabilities of operations with including sales taxes, value added taxes, excise taxes, and use taxes. Accordingly, the tax amounts are not included in net sales.
a functional currency other than the U.S. dollar are translated at the exchange rates as of the balance sheet date, while equity
55 Amcor Annual Report 2024 56
Form 10-K 71
Note 2 - Significant Accounting Policies balances are translated at historical rates. Translation gains and losses are reported in accumulated other comprehensive loss as
a component of shareholders’ equity.
Basis of Presentation and Principles of Consolidation: The consolidated financial statements include the accounts of the
Company and its subsidiaries, for which the Company has a controlling financial interest. All significant intercompany Highly Inflationary Accounting: A highly inflationary economy is defined as an economy with a cumulative inflation rate of
transactions and balances have been eliminated. The consolidated financial statements are prepared in accordance with approximately 100 percent or more over a three-year period. As of July 1, 2018, the Argentine economy was designated as
accounting principles generally accepted in the United States of America ("U.S. GAAP"). Certain amounts in the Company's highly inflationary for accounting purposes. Accordingly, the U.S. dollar replaced the Argentine peso as the functional currency
notes to consolidated financial statements may not add up or recalculate due to rounding. for the Company's subsidiaries in Argentina. The impact of highly inflationary accounting on monetary balances was a loss of
$53 million, $24 million, and $16 million for the fiscal years ended June 30, 2024, 2023, and 2022, respectively, in the
Business Combinations: The Company uses the acquisition method of accounting, which requires separate recognition of consolidated statements of income.
assets acquired and liabilities assumed from goodwill, at the acquisition date fair values. Goodwill as of the acquisition date is
measured as the excess of consideration transferred and the fair value of any non-controlling interests in the acquiree over the Revenue Recognition: The Company generates revenue primarily by providing its customers with flexible and rigid
net of the acquisition date fair values of the assets acquired and liabilities assumed. During the measurement period, which may packaging, serving a variety of markets including food, beverage, consumer products, and healthcare end markets. The
be up to one year from the acquisition date, the Company has the ability to record adjustments to the assets acquired and Company enters into a variety of agreements with customers, including quality agreements, pricing agreements, and master
liabilities assumed with the corresponding offset to goodwill. After the measurement period or final determination of the values supply agreements, which outline the terms under which the Company does business with a specific customer. The Company
of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated also sells to some customers solely based on purchase orders. The Company has concluded for the vast majority of its revenues,
statements of income. that its contracts with customers are either a purchase order or the combination of a purchase order with a master supply
agreement. All revenue recognized in the consolidated statements of income is considered to be revenue from contracts with
Held for Sale and Discontinued Operations: The Company classifies assets and liabilities (the "disposal group") as held for customers.
sale in the period when all of the relevant criteria to be classified as held for sale are met. These criteria include management's
commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within The Company typically satisfies the obligation to provide packaging to customers at a point in time upon shipment
one year. Assets held for sale are reported at the lower of their carrying value or fair value less cost to sell. Fair value is when control is transferred to customers. Revenue is recognized net of allowances for returns and customer claims and any
determined based on management’s assessment of indicative bids, a market multiples model in which a market multiple is taxes collected from customers, which are subsequently remitted to governmental authorities. The Company does not have any
applied to forecasted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), discounted cash flows, material contract assets or contract liabilities. The Company disaggregates revenue based on geography. Disaggregation of
appraised values, or management's estimates, depending on the specific situation. Any loss resulting from the measurement is revenue is presented in Note 20, "Segments."
recognized in the period when the held for sale criteria are met. If the disposal group meets the definition of a business, the
goodwill within the reporting unit is allocated to the disposal group based on its relative fair value. The Company assesses the Significant Judgments
fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any
subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not Determining whether products and services should be accounted for as distinct performance obligations or as
exceed the initial carrying value of the disposal group. Assets held for sale are not amortized or depreciated. The Company combined performance obligations may require significant judgment. The Company has identified potential performance
recorded an impairment charge on assets held for sale of $90 million for the fiscal year ended June 30, 2022. See Note 5, obligations in its customer master supply agreements and determined that none of them are capable of being distinct as the
"Acquisitions and Divestitures," for further information. customer can only benefit from the supplied packaging. Therefore, the Company has concluded that it has one performance
obligation, which is to supply packaging to customers.
A disposal group that represents a strategic shift to the Company or is acquired with the intention to sell is reflected as
a discontinued operation on the consolidated statements of income and prior periods are recast to reflect the earnings or losses The Company may provide variable consideration in several forms, which are determined through its agreements with
as income from discontinued operations. customers. The Company can offer prompt payment discounts, sales rebates, or other incentive payments to customers. Sales
rebates and other incentive payments can be awarded contingent on the achievement of certain performance metrics, including
Estimates and Assumptions Required: The preparation of financial statements in conformity with U.S. GAAP requires volume. The Company accounts for variable consideration using the most likely amount method. The Company utilizes
management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the forecasted sales data and rebate percentages specific to each customer agreement and updates its judgment of the amounts to
consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. which the customer is entitled each period.
These estimates are based on historical experience and various assumptions believed to be reasonable under the The Company enters into long-term agreements with certain customers, under which it is obligated to make various
circumstances. Management evaluates these estimates on an ongoing basis and adjusts or revises them as circumstances change. up-front payments for which it expects to receive a benefit in excess of the cost over the term of the contract. These up-front
As future events and their impacts cannot be determined with precision, actual results may differ from these estimates. In the payments are deferred and reflected in prepaid expenses and other current assets or other non-current assets on its consolidated
opinion of management, the consolidated financial statements reflect all adjustments necessary to fairly present the results of balance sheets. Contract incentives are typically recognized as a reduction to revenue over the term of the customer agreement.
the periods presented.
Practical Expedients
Translation of Foreign Currencies: The reporting currency of the Company is the U.S. dollar. The functional currency of the
Company’s subsidiaries is generally the local currency of each entity. Transactions in currencies other than the functional The Company sells primarily through its direct sales force. Any external sales commissions are expensed when
currency of the entity are recorded at the exchange rates prevailing at the transaction date. Monetary assets and liabilities in incurred because the amortization period would be one year or less. External sales commission expense is included in selling,
currencies other than the entity’s functional currency are remeasured at the exchange rates as of the balance sheet date to the general, and administrative expenses in the consolidated statements of income.
entity’s functional currency. Foreign currency transaction gains and losses are recorded in other income/(expenses), net in the
consolidated statements of income. These foreign currency transaction net gains or net losses, not including losses on monetary The Company accounts for shipping and handling activities as fulfillment costs. Accordingly, shipping and handling
balances in Argentina, amounted to a net loss of $10 million, a net loss of $17 million, and a net gain of $19 million during the costs are classified as a component of cost of sales while amounts billed to customers are classified as a component of net sales.
fiscal years ended June 30, 2024, 2023, and 2022, respectively.
The Company excludes from the measurement of the transaction price all taxes assessed by a government authority
Upon consolidation, the results of operations of subsidiaries with functional currencies other than the reporting that are both imposed on and concurrent with a specific revenue producing transaction and collected from the customer,
currency of the Company are translated using average exchange rates during each year. Assets and liabilities of operations with including sales taxes, value added taxes, excise taxes, and use taxes. Accordingly, the tax amounts are not included in net sales.
a functional currency other than the U.S. dollar are translated at the exchange rates as of the balance sheet date, while equity
55 56 Amcor Annual Report 2024
Form 10-K 72
The Company does not adjust the promised consideration for the time value of money for contracts where the
Leasehold land Over lease term
difference between the time of payment and performance is one year or less.
Land improvements Up to 30 years
Research and Development: Research and development expenses are expensed as incurred. Buildings Up to 45 years
Machinery and equipment Up to 25 years
Restructuring Costs: Restructuring costs are recognized when the liability is incurred. The Company calculates severance
Finance leases Lease term or 5 to 25 years
obligations based on its standard customary practices. Accordingly, the Company records provisions for severance when
payments are probable and estimable and when the Company has committed to the restructuring plan. In the absence of a
Impairment of Long-lived Assets: The Company reviews long-lived assets, primarily PP&E and certain identifiable intangible
standard customary practice or established local practice, liabilities for severance are recognized when incurred. If fixed assets
assets with finite lives, for impairment when facts or circumstances indicate that the carrying amount of an asset or asset group
become impaired as a result of the Company’s restructuring efforts, these assets are written down to their fair value less costs to
may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows are less than the
sell, as the Company commits to dispose of them, and they are no longer in use. Depreciation is accelerated on fixed assets for
carrying value of the assets, the carrying values are reduced to their estimated fair value. Fair values are determined based on
the period of time the asset continues to be used until the asset ceases to be used. Other restructuring costs, including costs to
quoted market values, discounted cash flows, or external appraisals, as applicable.
relocate equipment, are generally recorded as the cost is incurred or the service is provided. See Note 6, "Restructuring," for
more information on the Company’s restructuring plans.
Impairments of long-lived assets recognized in the consolidated statements of income, excluding assets held for sale,
were as follows:
Cash, Cash Equivalents, and Restricted Cash: The Company considers all highly liquid investments, with a maturity of three
months or less when purchased, to be cash equivalents. Cash equivalents include demand deposits that can be readily liquidated
Years ended June 30,
without penalty at the Company’s option. Cash equivalents are carried at cost which approximates fair market value. The
($ in millions) 2024 2023 2022
Company had immaterial amounts of restricted cash as of June 30, 2024, and 2023.
Selling, general, and administrative expenses $ — $ — $ 1
Trade Receivables, net of allowance for credit losses ("Trade accounts receivable, net"): Trade accounts receivable, net, Restructuring, impairment, and other related activities, net 12 18 42
are stated at the amount the Company expects to collect, which is net of an allowance for sales returns and the estimated losses
Total impairment losses recognized in the consolidated statements of
resulting from the inability of its customers to make required payments. The allowance for doubtful accounts is estimated based income $ 12 $ 18 $ 43
on the current expected credit loss model ("CECL") and it incorporates information about past events, current conditions, and
reasonable and supportable forecasts of future economic conditions. When determining the collectability of specific customer
Leases: The Company enters into leasing arrangements for certain manufacturing sites, offices, warehouses, land, vehicles, and
accounts, several factors are evaluated, including customer creditworthiness, past transaction history with the customer, and
equipment. The Company determines at the inception of the contract whether the contract is or contains a lease. A contract is a
changes in customer payment terms or practices. In addition, overall historical collection experience, current economic industry
lease if it conveys the right to control an identified asset for a period of time in exchange for consideration.
trends, and a review of the current status of trade accounts receivable are considered when determining the required allowance
for credit losses. Changes in allowance for doubtful accounts were not material for fiscal years ended June 30, 2024, 2023, and
For leases with an original term of more than twelve months, the Company recognizes a right-of-use (“ROU”) asset
2022.
and a lease liability. Short-term leases with a term of twelve months or less are not recorded on the consolidated balance sheets
and the related expense is recognized on a straight-line basis over the term of the lease.
The Company enters into customer-based supply-chain financing programs from time to time to sell trade receivables
to third-party financial institutions. Agreements which result in true sales of the transferred receivables, which occur when
Lease liabilities are recognized at the commencement date based on the present value of the remaining lease payments
receivables are transferred without recourse to the Company, are reflected as a reduction of trade receivables, net on the
over the lease terms, which include any noncancellable lease terms and any renewal periods that the Company is reasonably
consolidated balance sheets and the proceeds are included in the cash flows from operating activities in the consolidated
certain to exercise. A significant portion of the Company's leases includes an option or options to extend the lease term. The
statements of cash flows. Agreements that allow the Company to maintain effective control over the transferred receivables and
Company re-evaluates its leases on a regular basis to consider the economic and strategic incentives of exercising lease renewal
which do not qualify as a true sale are accounted for as secured borrowings and recorded on the consolidated balance sheets
options. As the implicit rates in the Company's leases generally cannot be readily determined, the Company uses estimates of its
within trade receivables, net and short-term debt. The expenses associated with receivables factoring are recorded in the
incremental borrowing rate as the discount rates to determine the lease liabilities.
consolidated statements of income primarily as a reduction of net sales. The Company did not factor any material trade
receivables in fiscal years 2024 and 2023 which did not qualify as true sales of the receivables.
Certain leases require variable payments that are dependent on usage, output, or other factors. Variable lease payments
that do not depend on an index or rate are excluded from lease payments in the measurement of the ROU lease asset and lease
Inventories, net: Inventories are stated at the lower of cost and net realizable value. The cost of inventories is based upon the
liability and recognized as an expense in the period in which the obligation for the payments occur.
first-in, first-out ("FIFO") method or average cost method. Costs related to inventories include raw materials, direct labor, and
manufacturing overhead.
Goodwill: Goodwill represents the excess of cost over the fair value of net assets acquired in a business combination. Goodwill
is not amortized but is instead tested annually for impairment by the Company as of April 1 of each fiscal year or whenever
Property, Plant, and Equipment, Net ("PP&E"): PP&E is carried at cost less accumulated depreciation and impairment and
events and circumstances indicate an impairment may have occurred during the fiscal year. Factors that could trigger an
includes expenditures for new facilities and equipment, as well as costs that substantially increase the useful lives or capacity of
impairment review include a significant decline in a reporting unit’s operating results compared to its operating plan or
existing PP&E. Cost of constructed assets includes capitalized interest incurred during the construction period. Maintenance
historical performance, and competitive pressures and changes in the general markets in which it operates. All goodwill is
and repairs that do not improve efficiency or extend economic life are expensed as incurred.
assigned to a reporting unit, which is defined as the operating segment. The Company has six reporting units with goodwill that
are assessed for potential impairment.
PP&E, including assets held under finance leases, is depreciated using the straight-line method over the estimated
useful lives of the assets or, in the case of leasehold improvements and finance leases, over the period of the lease or useful life
When performing the required impairment tests, the Company has the option to first assess qualitative factors to
of the asset as described below. The Company periodically reviews these estimated useful lives and, when appropriate, changes
determine if a quantitative assessment for goodwill impairment is necessary. If the qualitative assessment concludes that it is
are made prospectively.
more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative
assessment. The Company's quantitative assessment utilizes discounted cash flow models to determine the fair value of the
reporting units. Deriving fair value using discounted cash flows requires judgment and is sensitive to changes in underlying
assumptions and market factors. Key assumptions include revenue growth, projected operating income growth, market
multiples, terminal values, and discount rates. Sensitivity analyses are performed around certain of these assumptions to assess
57 Amcor Annual Report 2024 58
Form 10-K 73
The Company does not adjust the promised consideration for the time value of money for contracts where the
Leasehold land Over lease term
difference between the time of payment and performance is one year or less.
Land improvements Up to 30 years
Research and Development: Research and development expenses are expensed as incurred. Buildings Up to 45 years
Machinery and equipment Up to 25 years
Restructuring Costs: Restructuring costs are recognized when the liability is incurred. The Company calculates severance
Finance leases Lease term or 5 to 25 years
obligations based on its standard customary practices. Accordingly, the Company records provisions for severance when
payments are probable and estimable and when the Company has committed to the restructuring plan. In the absence of a
Impairment of Long-lived Assets: The Company reviews long-lived assets, primarily PP&E and certain identifiable intangible
standard customary practice or established local practice, liabilities for severance are recognized when incurred. If fixed assets
assets with finite lives, for impairment when facts or circumstances indicate that the carrying amount of an asset or asset group
become impaired as a result of the Company’s restructuring efforts, these assets are written down to their fair value less costs to
may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows are less than the
sell, as the Company commits to dispose of them, and they are no longer in use. Depreciation is accelerated on fixed assets for
carrying value of the assets, the carrying values are reduced to their estimated fair value. Fair values are determined based on
the period of time the asset continues to be used until the asset ceases to be used. Other restructuring costs, including costs to
quoted market values, discounted cash flows, or external appraisals, as applicable.
relocate equipment, are generally recorded as the cost is incurred or the service is provided. See Note 6, "Restructuring," for
more information on the Company’s restructuring plans.
Impairments of long-lived assets recognized in the consolidated statements of income, excluding assets held for sale,
were as follows:
Cash, Cash Equivalents, and Restricted Cash: The Company considers all highly liquid investments, with a maturity of three
months or less when purchased, to be cash equivalents. Cash equivalents include demand deposits that can be readily liquidated
Years ended June 30,
without penalty at the Company’s option. Cash equivalents are carried at cost which approximates fair market value. The
($ in millions) 2024 2023 2022
Company had immaterial amounts of restricted cash as of June 30, 2024, and 2023.
Selling, general, and administrative expenses $ — $ — $ 1
Trade Receivables, net of allowance for credit losses ("Trade accounts receivable, net"): Trade accounts receivable, net, Restructuring, impairment, and other related activities, net 12 18 42
are stated at the amount the Company expects to collect, which is net of an allowance for sales returns and the estimated losses
Total impairment losses recognized in the consolidated statements of
resulting from the inability of its customers to make required payments. The allowance for doubtful accounts is estimated based income $ 12 $ 18 $ 43
on the current expected credit loss model ("CECL") and it incorporates information about past events, current conditions, and
reasonable and supportable forecasts of future economic conditions. When determining the collectability of specific customer
Leases: The Company enters into leasing arrangements for certain manufacturing sites, offices, warehouses, land, vehicles, and
accounts, several factors are evaluated, including customer creditworthiness, past transaction history with the customer, and
equipment. The Company determines at the inception of the contract whether the contract is or contains a lease. A contract is a
changes in customer payment terms or practices. In addition, overall historical collection experience, current economic industry
lease if it conveys the right to control an identified asset for a period of time in exchange for consideration.
trends, and a review of the current status of trade accounts receivable are considered when determining the required allowance
for credit losses. Changes in allowance for doubtful accounts were not material for fiscal years ended June 30, 2024, 2023, and
For leases with an original term of more than twelve months, the Company recognizes a right-of-use (“ROU”) asset
2022.
and a lease liability. Short-term leases with a term of twelve months or less are not recorded on the consolidated balance sheets
and the related expense is recognized on a straight-line basis over the term of the lease.
The Company enters into customer-based supply-chain financing programs from time to time to sell trade receivables
to third-party financial institutions. Agreements which result in true sales of the transferred receivables, which occur when
Lease liabilities are recognized at the commencement date based on the present value of the remaining lease payments
receivables are transferred without recourse to the Company, are reflected as a reduction of trade receivables, net on the
over the lease terms, which include any noncancellable lease terms and any renewal periods that the Company is reasonably
consolidated balance sheets and the proceeds are included in the cash flows from operating activities in the consolidated
certain to exercise. A significant portion of the Company's leases includes an option or options to extend the lease term. The
statements of cash flows. Agreements that allow the Company to maintain effective control over the transferred receivables and
Company re-evaluates its leases on a regular basis to consider the economic and strategic incentives of exercising lease renewal
which do not qualify as a true sale are accounted for as secured borrowings and recorded on the consolidated balance sheets
options. As the implicit rates in the Company's leases generally cannot be readily determined, the Company uses estimates of its
within trade receivables, net and short-term debt. The expenses associated with receivables factoring are recorded in the
incremental borrowing rate as the discount rates to determine the lease liabilities.
consolidated statements of income primarily as a reduction of net sales. The Company did not factor any material trade
receivables in fiscal years 2024 and 2023 which did not qualify as true sales of the receivables.
Certain leases require variable payments that are dependent on usage, output, or other factors. Variable lease payments
that do not depend on an index or rate are excluded from lease payments in the measurement of the ROU lease asset and lease
Inventories, net: Inventories are stated at the lower of cost and net realizable value. The cost of inventories is based upon the
liability and recognized as an expense in the period in which the obligation for the payments occur.
first-in, first-out ("FIFO") method or average cost method. Costs related to inventories include raw materials, direct labor, and
manufacturing overhead.
Goodwill: Goodwill represents the excess of cost over the fair value of net assets acquired in a business combination. Goodwill
is not amortized but is instead tested annually for impairment by the Company as of April 1 of each fiscal year or whenever
Property, Plant, and Equipment, Net ("PP&E"): PP&E is carried at cost less accumulated depreciation and impairment and
events and circumstances indicate an impairment may have occurred during the fiscal year. Factors that could trigger an
includes expenditures for new facilities and equipment, as well as costs that substantially increase the useful lives or capacity of
impairment review include a significant decline in a reporting unit’s operating results compared to its operating plan or
existing PP&E. Cost of constructed assets includes capitalized interest incurred during the construction period. Maintenance
historical performance, and competitive pressures and changes in the general markets in which it operates. All goodwill is
and repairs that do not improve efficiency or extend economic life are expensed as incurred.
assigned to a reporting unit, which is defined as the operating segment. The Company has six reporting units with goodwill that
are assessed for potential impairment.
PP&E, including assets held under finance leases, is depreciated using the straight-line method over the estimated
useful lives of the assets or, in the case of leasehold improvements and finance leases, over the period of the lease or useful life
When performing the required impairment tests, the Company has the option to first assess qualitative factors to
of the asset as described below. The Company periodically reviews these estimated useful lives and, when appropriate, changes
determine if a quantitative assessment for goodwill impairment is necessary. If the qualitative assessment concludes that it is
are made prospectively.
more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative
assessment. The Company's quantitative assessment utilizes discounted cash flow models to determine the fair value of the
reporting units. Deriving fair value using discounted cash flows requires judgment and is sensitive to changes in underlying
assumptions and market factors. Key assumptions include revenue growth, projected operating income growth, market
multiples, terminal values, and discount rates. Sensitivity analyses are performed around certain of these assumptions to assess
57 58 Amcor Annual Report 2024
Form 10-K 74
the reasonableness of the assumptions and the resulting estimated fair values. If current expectations of future growth rates and in employee benefit obligations. Pension plan liabilities are revalued annually, or when an event occurs that requires
margins are not met, or if market factors beyond the Company’s control, such as factors impacting the applicable discount rate remeasurement, based on updated assumptions and information about the individuals covered by the plan. Accumulated
or economic or political conditions in key markets, change significantly, then goodwill allocated to one or more reporting units actuarial gains and losses in excess of a 10 percent corridor and the prior service cost are amortized on a straight-line basis from
may be impaired. the date recognized over the average remaining service period of active participants or over the average life expectancy for
plans with significant inactive participants. The service costs related to defined benefits are included in operating income. The
In fiscal year 2024, the Company performed quantitative impairment tests for all of its reporting units and the other components of net benefit cost other than service cost are recorded within other non-operating income, net in the
Company concluded that goodwill was not impaired as the fair values of the reporting units substantially exceeded their consolidated statements of income.
carrying values.
Equity Method and Other Investments: Investments in ordinary shares of companies, in which the Company believes it
Other Intangible Assets, Net: Contractual or separable intangible assets that have finite useful lives are amortized against exercises significant influence over operating and financial policies, are accounted for using the equity method of accounting.
income using the straight-line method over their estimated useful lives, which range from 1 to 20 years. The straight-line Investments in limited partnerships or limited liability companies that maintain separate ownership accounts are also accounted
method of amortization reflects an appropriate allocation of the costs of the intangible assets to earnings in proportion to the for under the equity method unless the Company's interest is so minor that it has virtually no influence over the investee's
amount of economic benefits obtained by the Company in each reporting period. operating and financial policies. Under this method, the investment is carried at cost and is adjusted to recognize the investor’s
share of earnings or losses of the investee after the date of acquisition and is adjusted for impairment whenever it is determined
Costs incurred to develop software programs to be used solely to meet the Company's internal needs have been that a decline in the fair value below the cost basis is other than temporary. The fair value of the investment then becomes the
capitalized as computer software within other intangible assets. new cost basis of the investment, and it is not adjusted for subsequent recoveries in fair value. The Company reviews its
investments accounted for under the equity method for impairment whenever events or changes in circumstances indicate the
Fair Value Measurements: The fair values of the Company's financial assets and financial liabilities reflect the amounts that carrying amount may not be recoverable.
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 determines fair value based on a three-tiered fair value hierarchy. The hierarchy All equity investments that do not result in consolidation and are not accounted for under the equity method are
consists of: measured at fair value with unrealized gains and losses related to mark-to-market adjustments included in net income. The
Company utilizes the measurement alternative for equity investments that do not have readily determinable fair values and
• Level 1: fair value measurements represent exchange-traded securities, which are valued at quoted prices measures these investments at cost adjusted for impairments and observable price changes in orderly transactions. See Note 7,
(unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the "Equity Method and Other Investments," for more information on the Company's equity method and other investments.
reporting date;
• Level 2: fair value measurements are determined using input prices that are directly observable for the asset or Contingencies: The Company is subject to numerous contingencies arising in the ordinary course of business, such as legal and
liability or indirectly observable through corroboration with observable market data; and administrative proceedings, environmental claims and proceedings, workers' compensation, and other claims. Accruals for
• Level 3: fair value measurements are determined using unobservable inputs, such as internally developed pricing estimated losses are recorded by the Company at the time information becomes available indicating that losses are probable,
models for the asset or liability due to little or no market activity for the asset or liability. and the amounts can be reasonably estimated. When management can reasonably estimate a range of losses that it may incur, it
records an accrual for the amount within the range that constitutes its best estimate. If no amount within a range appears to be a
Derivative Instruments: The Company recognizes all derivative instruments on the consolidated balance sheets at fair value. better estimate than any other, the low end of the range is accrued. The Company records anticipated recoveries under existing
The impact on earnings from recognizing the fair values of these instruments depends on their intended use, their hedge insurance contracts when recovery is probable.
designation and their effectiveness in offsetting changes in the fair values of the exposures they are hedging. Derivatives not
designated as hedging instruments are adjusted to fair value through income. Depending on the nature of derivatives designated Share-based Compensation: The Company has a variety of equity incentive plans. For employee awards with a service or
as hedging instruments, changes in the fair value are either offset against the change in fair value of the hedged assets, market condition, compensation expense is recognized over the vesting period on a straight-line basis using the grant date fair
liabilities, or firm commitments through earnings or recognized in shareholders’ equity through other comprehensive income/ value of the award and the estimated number of awards that are expected to vest. For awards with a performance condition, the
(loss) until the hedged item is recognized. Gains or losses, if any, related to the ineffective portion of any hedge are recognized Company reassesses the probability of vesting at each reporting period and adjusts compensation cost based on its probability
through earnings over the life of the hedging relationship. assessment. The Company also has immaterial cash-settled share-based compensation plans which are accounted for as
liabilities. Such share-based awards are remeasured to fair value at each reporting date. The Company estimates forfeitures
See Note 11, "Derivative Instruments," for more information regarding specific derivative instruments included on the based on employee level, time remaining to vest, and historical forfeiture experience.
Company’s consolidated balance sheets, such as forward foreign currency exchange contracts, currency swap contracts, and
interest rate swap arrangements, among other derivative instruments. Income Taxes: The Company uses the asset and liability method to account for income taxes. Deferred income taxes reflect the
future tax consequences of temporary differences between the tax bases of assets and liabilities and their financial reporting
Employee Benefit Plans: The Company sponsors various defined contribution plans to which it makes contributions on behalf amounts at each balance sheet date, based upon enacted income tax laws and tax rates. Income tax expense or benefit is
of employees. The expense under such plans was $91 million, $87 million, and $79 million for the fiscal years ended June 30, provided based on earnings reported in the consolidated financial statements. The provision for income tax expense or benefit
2024, 2023, and 2022, respectively. differs from the amounts of income taxes currently payable because certain items of income and expense included in the
consolidated financial statements are recognized in different time periods by taxing authorities.
The Company also sponsors a number of defined benefit plans that provide benefits to current and former employees.
For the Company-sponsored plans, the relevant accounting guidance requires management to make certain assumptions relating Deferred tax assets, including operating losses, capital losses, and tax credit carryforwards, are reduced by a valuation
to the long-term rate of return on plan assets, discount rates used to determine the present value of future obligations and allowance when it is more likely than not that any portion of these tax attributes will not be realized. In addition, from time to
expenses, salary inflation rates, mortality rates, and other assumptions. The Company believes that the accounting estimates time, management assesses the need to accrue or disclose uncertain tax positions. In making these assessments, management
related to its pension plans are critical accounting estimates because they are highly susceptible to change from period to period must often analyze complex tax laws of multiple jurisdictions. Accounting guidance prescribes a recognition threshold and
based on the performance of plan assets, actuarial valuations, market conditions, and contracted benefit changes. The selection measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken
of assumptions is based on historical trends, known economic and market conditions at the time of valuation, and independent in a tax return. The Company records the related interest expense and penalties, if any, as tax expense in the tax provision. See
studies of trends performed by the Company’s actuaries. However, actual results may differ substantially from the estimates Note 16, "Income Taxes," for more information on the Company's income taxes.
that were based on the critical assumptions.
The Company recognizes the funded status of each defined benefit pension plan in the consolidated balance sheets.
Each overfunded plan is recognized as an asset in employee benefit assets and each underfunded plan is recognized as a liability
59 Amcor Annual Report 2024 60
Form 10-K 75
the reasonableness of the assumptions and the resulting estimated fair values. If current expectations of future growth rates and in employee benefit obligations. Pension plan liabilities are revalued annually, or when an event occurs that requires
margins are not met, or if market factors beyond the Company’s control, such as factors impacting the applicable discount rate remeasurement, based on updated assumptions and information about the individuals covered by the plan. Accumulated
or economic or political conditions in key markets, change significantly, then goodwill allocated to one or more reporting units actuarial gains and losses in excess of a 10 percent corridor and the prior service cost are amortized on a straight-line basis from
may be impaired. the date recognized over the average remaining service period of active participants or over the average life expectancy for
plans with significant inactive participants. The service costs related to defined benefits are included in operating income. The
In fiscal year 2024, the Company performed quantitative impairment tests for all of its reporting units and the other components of net benefit cost other than service cost are recorded within other non-operating income, net in the
Company concluded that goodwill was not impaired as the fair values of the reporting units substantially exceeded their consolidated statements of income.
carrying values.
Equity Method and Other Investments: Investments in ordinary shares of companies, in which the Company believes it
Other Intangible Assets, Net: Contractual or separable intangible assets that have finite useful lives are amortized against exercises significant influence over operating and financial policies, are accounted for using the equity method of accounting.
income using the straight-line method over their estimated useful lives, which range from 1 to 20 years. The straight-line Investments in limited partnerships or limited liability companies that maintain separate ownership accounts are also accounted
method of amortization reflects an appropriate allocation of the costs of the intangible assets to earnings in proportion to the for under the equity method unless the Company's interest is so minor that it has virtually no influence over the investee's
amount of economic benefits obtained by the Company in each reporting period. operating and financial policies. Under this method, the investment is carried at cost and is adjusted to recognize the investor’s
share of earnings or losses of the investee after the date of acquisition and is adjusted for impairment whenever it is determined
Costs incurred to develop software programs to be used solely to meet the Company's internal needs have been that a decline in the fair value below the cost basis is other than temporary. The fair value of the investment then becomes the
capitalized as computer software within other intangible assets. new cost basis of the investment, and it is not adjusted for subsequent recoveries in fair value. The Company reviews its
investments accounted for under the equity method for impairment whenever events or changes in circumstances indicate the
Fair Value Measurements: The fair values of the Company's financial assets and financial liabilities reflect the amounts that carrying amount may not be recoverable.
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 determines fair value based on a three-tiered fair value hierarchy. The hierarchy All equity investments that do not result in consolidation and are not accounted for under the equity method are
consists of: measured at fair value with unrealized gains and losses related to mark-to-market adjustments included in net income. The
Company utilizes the measurement alternative for equity investments that do not have readily determinable fair values and
• Level 1: fair value measurements represent exchange-traded securities, which are valued at quoted prices measures these investments at cost adjusted for impairments and observable price changes in orderly transactions. See Note 7,
(unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the "Equity Method and Other Investments," for more information on the Company's equity method and other investments.
reporting date;
• Level 2: fair value measurements are determined using input prices that are directly observable for the asset or Contingencies: The Company is subject to numerous contingencies arising in the ordinary course of business, such as legal and
liability or indirectly observable through corroboration with observable market data; and administrative proceedings, environmental claims and proceedings, workers' compensation, and other claims. Accruals for
• Level 3: fair value measurements are determined using unobservable inputs, such as internally developed pricing estimated losses are recorded by the Company at the time information becomes available indicating that losses are probable,
models for the asset or liability due to little or no market activity for the asset or liability. and the amounts can be reasonably estimated. When management can reasonably estimate a range of losses that it may incur, it
records an accrual for the amount within the range that constitutes its best estimate. If no amount within a range appears to be a
Derivative Instruments: The Company recognizes all derivative instruments on the consolidated balance sheets at fair value. better estimate than any other, the low end of the range is accrued. The Company records anticipated recoveries under existing
The impact on earnings from recognizing the fair values of these instruments depends on their intended use, their hedge insurance contracts when recovery is probable.
designation and their effectiveness in offsetting changes in the fair values of the exposures they are hedging. Derivatives not
designated as hedging instruments are adjusted to fair value through income. Depending on the nature of derivatives designated Share-based Compensation: The Company has a variety of equity incentive plans. For employee awards with a service or
as hedging instruments, changes in the fair value are either offset against the change in fair value of the hedged assets, market condition, compensation expense is recognized over the vesting period on a straight-line basis using the grant date fair
liabilities, or firm commitments through earnings or recognized in shareholders’ equity through other comprehensive income/ value of the award and the estimated number of awards that are expected to vest. For awards with a performance condition, the
(loss) until the hedged item is recognized. Gains or losses, if any, related to the ineffective portion of any hedge are recognized Company reassesses the probability of vesting at each reporting period and adjusts compensation cost based on its probability
through earnings over the life of the hedging relationship. assessment. The Company also has immaterial cash-settled share-based compensation plans which are accounted for as
liabilities. Such share-based awards are remeasured to fair value at each reporting date. The Company estimates forfeitures
See Note 11, "Derivative Instruments," for more information regarding specific derivative instruments included on the based on employee level, time remaining to vest, and historical forfeiture experience.
Company’s consolidated balance sheets, such as forward foreign currency exchange contracts, currency swap contracts, and
interest rate swap arrangements, among other derivative instruments. Income Taxes: The Company uses the asset and liability method to account for income taxes. Deferred income taxes reflect the
future tax consequences of temporary differences between the tax bases of assets and liabilities and their financial reporting
Employee Benefit Plans: The Company sponsors various defined contribution plans to which it makes contributions on behalf amounts at each balance sheet date, based upon enacted income tax laws and tax rates. Income tax expense or benefit is
of employees. The expense under such plans was $91 million, $87 million, and $79 million for the fiscal years ended June 30, provided based on earnings reported in the consolidated financial statements. The provision for income tax expense or benefit
2024, 2023, and 2022, respectively. differs from the amounts of income taxes currently payable because certain items of income and expense included in the
consolidated financial statements are recognized in different time periods by taxing authorities.
The Company also sponsors a number of defined benefit plans that provide benefits to current and former employees.
For the Company-sponsored plans, the relevant accounting guidance requires management to make certain assumptions relating Deferred tax assets, including operating losses, capital losses, and tax credit carryforwards, are reduced by a valuation
to the long-term rate of return on plan assets, discount rates used to determine the present value of future obligations and allowance when it is more likely than not that any portion of these tax attributes will not be realized. In addition, from time to
expenses, salary inflation rates, mortality rates, and other assumptions. The Company believes that the accounting estimates time, management assesses the need to accrue or disclose uncertain tax positions. In making these assessments, management
related to its pension plans are critical accounting estimates because they are highly susceptible to change from period to period must often analyze complex tax laws of multiple jurisdictions. Accounting guidance prescribes a recognition threshold and
based on the performance of plan assets, actuarial valuations, market conditions, and contracted benefit changes. The selection measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken
of assumptions is based on historical trends, known economic and market conditions at the time of valuation, and independent in a tax return. The Company records the related interest expense and penalties, if any, as tax expense in the tax provision. See
studies of trends performed by the Company’s actuaries. However, actual results may differ substantially from the estimates Note 16, "Income Taxes," for more information on the Company's income taxes.
that were based on the critical assumptions.
The Company recognizes the funded status of each defined benefit pension plan in the consolidated balance sheets.
Each overfunded plan is recognized as an asset in employee benefit assets and each underfunded plan is recognized as a liability
59 60 Amcor Annual Report 2024
Form 10-K 76
Note 3 - New Accounting Guidance Note 4 - Restructuring, Impairment, and Other Related Activities, Net
Recently Adopted Accounting Standards Restructuring, impairment, and other related activities, net as reported on the consolidated statements of income are
summarized as follows:
In September 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-04 that adds certain
disclosure requirements for entities that use supplier finance programs in connection with the purchase of goods and services. Years ended June 30,
The Company adopted the disclosure requirements in ASU 2022-04 on July 1, 2023, except for the amendment on roll forward
($ in millions) 2024 2023 2022
information, which is effective in fiscal year 2025.
Gain on disposal of Russian business, net $ — $ 215 $ —
The Company facilitates several regional voluntary supply chain financing ("SCF") programs with financial Restructuring and related expenses, net (97) (111) (96)
institutions, all of which have similar characteristics. The Company establishes these SCF programs to provide its suppliers Russia-Ukraine impairment expenses — — (138)
with a potential source of liquidity and to enable a more efficient payment process. Under these SCF programs, qualifying
Restructuring, impairment, and other related activities, net $ (97) $ 104 $ (234)
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,
A pre-tax net gain on disposal of the Company's three manufacturing facilities in Russia ("Russian business") of
and its rights and obligations to its suppliers are not impacted by its suppliers’ decisions to sell amounts to the financial
$215 million was recognized during fiscal year 2023. The carrying value of the Russian business had previously been impaired
institutions. Under these SCF programs, the Company agrees to pay the financial institution the stated invoice amounts from its
by $90 million in the fourth quarter of fiscal year 2022, following the Company's approved plan to sell its Russian business. For
participating suppliers on the original maturity dates of the invoices. The range of payment terms negotiated with suppliers
further information, refer to Note 5, "Acquisitions and Divestitures".
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
Impairment expenses of $138 million were incurred in the fourth quarter of fiscal year 2022 as a result of the Russia-
assets pledged as securities.
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
All outstanding amounts related to suppliers participating in the SCF programs are reflected in trade payables in the
not recoverable. The Company's manufacturing plant in Ukraine ceased operations in February 2022 and has not resumed
Company’s consolidated balance sheets, and associated payments are included in operating activities within the Company’s
operations given the ongoing conflict in the region has displaced the Company's employees, destroyed nearby manufacturing
consolidated statements of cash flows. As of June 30, 2024 and June 30, 2023, the amounts due to suppliers participating in the
facilities, and impaired the region's supporting infrastructure.
Company’s SCF programs amounted to $1.1 billion.
Other asset impairment expenses in the last three fiscal years were not material and were primarily reported in
Accounting Standards Not Yet Adopted
restructuring and related expenses, net.
In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07 that adds new reportable
Refer to Note 6, "Restructuring," for information on restructuring and related expenses, net.
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 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. 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.
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 minimal impact on the Company's
consolidated financial statements.
61 Amcor Annual Report 2024 62
Form 10-K 77
Note 3 - New Accounting Guidance Note 4 - Restructuring, Impairment, and Other Related Activities, Net
Recently Adopted Accounting Standards Restructuring, impairment, and other related activities, net as reported on the consolidated statements of income are
summarized as follows:
In September 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-04 that adds certain
disclosure requirements for entities that use supplier finance programs in connection with the purchase of goods and services. Years ended June 30,
The Company adopted the disclosure requirements in ASU 2022-04 on July 1, 2023, except for the amendment on roll forward
($ in millions) 2024 2023 2022
information, which is effective in fiscal year 2025.
Gain on disposal of Russian business, net $ — $ 215 $ —
The Company facilitates several regional voluntary supply chain financing ("SCF") programs with financial Restructuring and related expenses, net (97) (111) (96)
institutions, all of which have similar characteristics. The Company establishes these SCF programs to provide its suppliers Russia-Ukraine impairment expenses — — (138)
with a potential source of liquidity and to enable a more efficient payment process. Under these SCF programs, qualifying
Restructuring, impairment, and other related activities, net $ (97) $ 104 $ (234)
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,
A pre-tax net gain on disposal of the Company's three manufacturing facilities in Russia ("Russian business") of
and its rights and obligations to its suppliers are not impacted by its suppliers’ decisions to sell amounts to the financial
$215 million was recognized during fiscal year 2023. The carrying value of the Russian business had previously been impaired
institutions. Under these SCF programs, the Company agrees to pay the financial institution the stated invoice amounts from its
by $90 million in the fourth quarter of fiscal year 2022, following the Company's approved plan to sell its Russian business. For
participating suppliers on the original maturity dates of the invoices. The range of payment terms negotiated with suppliers
further information, refer to Note 5, "Acquisitions and Divestitures".
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
Impairment expenses of $138 million were incurred in the fourth quarter of fiscal year 2022 as a result of the Russia-
assets pledged as securities.
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
All outstanding amounts related to suppliers participating in the SCF programs are reflected in trade payables in the
not recoverable. The Company's manufacturing plant in Ukraine ceased operations in February 2022 and has not resumed
Company’s consolidated balance sheets, and associated payments are included in operating activities within the Company’s
operations given the ongoing conflict in the region has displaced the Company's employees, destroyed nearby manufacturing
consolidated statements of cash flows. As of June 30, 2024 and June 30, 2023, the amounts due to suppliers participating in the
facilities, and impaired the region's supporting infrastructure.
Company’s SCF programs amounted to $1.1 billion.
Other asset impairment expenses in the last three fiscal years were not material and were primarily reported in
Accounting Standards Not Yet Adopted
restructuring and related expenses, net.
In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07 that adds new reportable
Refer to Note 6, "Restructuring," for information on restructuring and related expenses, net.
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 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. 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.
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 minimal impact on the Company's
consolidated financial statements.
61 62 Amcor Annual Report 2024
Form 10-K 78
Note 5 - Acquisitions and Divestitures Note 6 - Restructuring
Acquisitions Restructuring and related expenses, net were $97 million, $111 million, and $96 million for the fiscal years ended June
30, 2024, 2023, and 2022, respectively. The net expenses related to restructuring activities have been presented on the
Year ended June 30, 2024 consolidated statements of income as part of restructuring, impairment, and other related activities, net. The Company's
restructuring activities for the fiscal years ended June 30, 2024, and 2023 were primarily comprised of restructuring activities
On September 27, 2023, the Company completed the acquisition of a small manufacturer of flexible packaging for related to the 2023 Restructuring Plan (as defined below). The Company's restructuring activities for the fiscal year ended June
food, home care, and personal care applications in India for a purchase consideration of $14 million plus the assumption of debt 30, 2022, included expenses triggered by the Russia-Ukraine conflict to help mitigate the impact of the Russian sale and
of $10 million. The acquisition is part of the Company's Flexibles reportable segment and the Company aims to complete the expenses related to the Company's 2019 plan from the integration of the acquired Bemis operations ("2019 Bemis Integration
purchase price allocation as soon as practicable but no later than one year from the date of the acquisition. Plan"), which was substantially completed at the end of fiscal year 2022.
Year ended June 30, 2023 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
On August 1, 2022, the Company completed the acquisition of 100% equity interest in a Czech Republic company that provides more information on its restructuring activities.
operates a world-class flexible packaging manufacturing plant. The purchase consideration of $59 million included a deferred
portion of $5 million that was paid in the first quarter of fiscal year 2024. The acquisition is part of the Company's Flexibles 2023 Restructuring Plan
reportable segment and resulted in the recognition of acquired identifiable net assets of $36 million and goodwill of
$23 million. Goodwill is not deductible for tax purposes. 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
On March 17, 2023, the Company completed the acquisition of 100% equity interest in a medical device packaging business (the "2023 Restructuring Plan" or the "Plan"). The Company expects total Plan cash and non-cash net expenses of
manufacturing site in Shanghai, China. The purchase consideration of $61 million included contingent consideration of approximately $220 million, of which $85 million relates to employee related expenses, $33 million to fixed asset related
$20 million, to be earned and paid in cash over the three years following the acquisition date, subject to meeting certain expenses (net of expected gains on asset disposals), $62 million to other restructuring expenses, and $40 million to restructuring
performance targets. The acquisition is part of the Company's Flexibles reportable segment and resulted in the recognition of related expenses. The Plan initiatives are expected to result in approximately $130 million of net cash expenditures. The Plan
acquired identifiable net assets of $21 million and goodwill of $40 million. Goodwill is not deductible for tax purposes. includes both the Flexibles and Rigid Packaging reportable segments and is expected to be largely completed by the end of
calendar year 2024.
On May 31, 2023, the Company completed the acquisition of a New Zealand based leading manufacturer of state-of-
the-art, automated protein packaging machines. The purchase consideration of $45 million was subject to customary post- From the initiation of the Plan through June 30, 2024, the Company has incurred $82 million in employee related
closing adjustments. The consideration includes contingent consideration of $13 million, to be earned and paid in cash over the expenses, $31 million in fixed asset related expenses, $47 million in other restructuring, and $21 million in restructuring related
two years following the acquisition date, subject to meeting certain performance targets. The acquisition is part of the expenses, with $156 million incurred in the Flexibles reportable segment and $25 million incurred in the Rigid Packaging
Company's Flexibles reportable segment and resulted in the recognition of acquired identifiable net assets of $21 million and reportable segment. The Plan has resulted in cumulative net cash outflows of approximately $70 million.
goodwill of $24 million. Goodwill is deductible for tax purposes.
The restructuring related costs relate primarily to the closure of facilities and include startup and training costs after
The fair value estimates for all four acquisitions in fiscal years 2024 and 2023 were based on income, market, and cost relocation of equipment, and other costs incidental to the Plan.
valuation methods. Pro forma information related to these acquisitions has not been presented, as the effect of the acquisitions
on the Company's consolidated financial statements was not material. The fair values of the identifiable net assets acquired and 2019 Bemis Integration Plan
goodwill are based on the Company's best estimates using information available as of the respective acquisition date.
In connection with the acquisition of Bemis Company, Inc. ("Bemis"), the Company initiated restructuring activities in
Divestitures the fourth quarter of 2019 aimed at integrating and optimizing the combined organization.
Year ended June 30, 2023 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
On December 23, 2022, the Company completed the sale of its Russian business after receiving all necessary $40 million of general integration expenses. The net cash expenditures for the plan, including disposal proceeds, were $170
regulatory approvals and cash proceeds, including receipt of closing cash balances. The sale followed the Company’s million, of which $40 million related to general integration expenses. As part of this Plan, the Company incurred $144 million
previously announced plan to pursue the orderly sale of its Russian business. The total net cash consideration received, in employee related expenses, $36 million in fixed asset related expenses, $39 million in other restructuring, and $45 million in
excluding disposed cash and items settled net, was $365 million and resulted in a pre-tax net gain of $215 million. The carrying restructuring related expenses, partially offset by a gain on disposal of a business of $51 million.
value of the Russian business had previously been impaired by $90 million in the quarter ended June 30, 2022. The impairment
charge was based on the Company's best estimate of the fair value of its Russian business, which considered the wide range of The restructuring related costs relate primarily to the closure of facilities and include costs to replace graphics, train
indicative bids received and uncertain regulatory environment. The net pre-tax gain on disposal of the Russian business was new employees on relocated equipment, and losses on sale of closed facilities.
recorded as restructuring, impairment, and other related activities, net within the consolidated statements of income. The
Russian business had a net carrying value of $252 million, including allocated goodwill of $46 million and accumulated other Other Restructuring Plans
comprehensive losses of $73 million, primarily attributed to foreign currency translation adjustments.
During fiscal year 2024, the Company recorded $10 million in restructuring and related expenses classified within
Year ended June 30, 2022 Other Restructuring Plans of which $1 million related to employee related expenses, $2 million to fixed asset related expenses,
$3 million to other restructuring expenses, and $4 million to restructuring related expenses. During fiscal year 2023, the
During the third quarter of fiscal year 2022, the Company completed the disposal of non-core assets in the Flexibles Company recorded $17 million in restructuring and related expenses classified within Other Restructuring Plans of which
reportable segment. The Company recorded an expense of $10 million during the fiscal year ended June 30, 2022, to adjust the $3 million related to employee related expenses, $5 million to fixed asset related expenses, $5 million to other restructuring
long-lived assets to their fair value less cost to sell. expenses, and $4 million to restructuring related expenses. During fiscal year 2022, the Company recorded $57 million in
restructuring and related expenses classified within Other Restructuring Plans triggered by the Russia-Ukraine conflict to help
mitigate the impact of disposed earnings from the Russian sale.
63 Amcor Annual Report 2024 64
Form 10-K 79
Note 5 - Acquisitions and Divestitures Note 6 - Restructuring
Acquisitions Restructuring and related expenses, net were $97 million, $111 million, and $96 million for the fiscal years ended June
30, 2024, 2023, and 2022, respectively. The net expenses related to restructuring activities have been presented on the
Year ended June 30, 2024 consolidated statements of income as part of restructuring, impairment, and other related activities, net. The Company's
restructuring activities for the fiscal years ended June 30, 2024, and 2023 were primarily comprised of restructuring activities
On September 27, 2023, the Company completed the acquisition of a small manufacturer of flexible packaging for related to the 2023 Restructuring Plan (as defined below). The Company's restructuring activities for the fiscal year ended June
food, home care, and personal care applications in India for a purchase consideration of $14 million plus the assumption of debt 30, 2022, included expenses triggered by the Russia-Ukraine conflict to help mitigate the impact of the Russian sale and
of $10 million. The acquisition is part of the Company's Flexibles reportable segment and the Company aims to complete the expenses related to the Company's 2019 plan from the integration of the acquired Bemis operations ("2019 Bemis Integration
purchase price allocation as soon as practicable but no later than one year from the date of the acquisition. Plan"), which was substantially completed at the end of fiscal year 2022.
Year ended June 30, 2023 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
On August 1, 2022, the Company completed the acquisition of 100% equity interest in a Czech Republic company that provides more information on its restructuring activities.
operates a world-class flexible packaging manufacturing plant. The purchase consideration of $59 million included a deferred
portion of $5 million that was paid in the first quarter of fiscal year 2024. The acquisition is part of the Company's Flexibles 2023 Restructuring Plan
reportable segment and resulted in the recognition of acquired identifiable net assets of $36 million and goodwill of
$23 million. Goodwill is not deductible for tax purposes. 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
On March 17, 2023, the Company completed the acquisition of 100% equity interest in a medical device packaging business (the "2023 Restructuring Plan" or the "Plan"). The Company expects total Plan cash and non-cash net expenses of
manufacturing site in Shanghai, China. The purchase consideration of $61 million included contingent consideration of approximately $220 million, of which $85 million relates to employee related expenses, $33 million to fixed asset related
$20 million, to be earned and paid in cash over the three years following the acquisition date, subject to meeting certain expenses (net of expected gains on asset disposals), $62 million to other restructuring expenses, and $40 million to restructuring
performance targets. The acquisition is part of the Company's Flexibles reportable segment and resulted in the recognition of related expenses. The Plan initiatives are expected to result in approximately $130 million of net cash expenditures. The Plan
acquired identifiable net assets of $21 million and goodwill of $40 million. Goodwill is not deductible for tax purposes. includes both the Flexibles and Rigid Packaging reportable segments and is expected to be largely completed by the end of
calendar year 2024.
On May 31, 2023, the Company completed the acquisition of a New Zealand based leading manufacturer of state-of-
the-art, automated protein packaging machines. The purchase consideration of $45 million was subject to customary post- From the initiation of the Plan through June 30, 2024, the Company has incurred $82 million in employee related
closing adjustments. The consideration includes contingent consideration of $13 million, to be earned and paid in cash over the expenses, $31 million in fixed asset related expenses, $47 million in other restructuring, and $21 million in restructuring related
two years following the acquisition date, subject to meeting certain performance targets. The acquisition is part of the expenses, with $156 million incurred in the Flexibles reportable segment and $25 million incurred in the Rigid Packaging
Company's Flexibles reportable segment and resulted in the recognition of acquired identifiable net assets of $21 million and reportable segment. The Plan has resulted in cumulative net cash outflows of approximately $70 million.
goodwill of $24 million. Goodwill is deductible for tax purposes.
The restructuring related costs relate primarily to the closure of facilities and include startup and training costs after
The fair value estimates for all four acquisitions in fiscal years 2024 and 2023 were based on income, market, and cost relocation of equipment, and other costs incidental to the Plan.
valuation methods. Pro forma information related to these acquisitions has not been presented, as the effect of the acquisitions
on the Company's consolidated financial statements was not material. The fair values of the identifiable net assets acquired and 2019 Bemis Integration Plan
goodwill are based on the Company's best estimates using information available as of the respective acquisition date.
In connection with the acquisition of Bemis Company, Inc. ("Bemis"), the Company initiated restructuring activities in
Divestitures the fourth quarter of 2019 aimed at integrating and optimizing the combined organization.
Year ended June 30, 2023 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
On December 23, 2022, the Company completed the sale of its Russian business after receiving all necessary $40 million of general integration expenses. The net cash expenditures for the plan, including disposal proceeds, were $170
regulatory approvals and cash proceeds, including receipt of closing cash balances. The sale followed the Company’s million, of which $40 million related to general integration expenses. As part of this Plan, the Company incurred $144 million
previously announced plan to pursue the orderly sale of its Russian business. The total net cash consideration received, in employee related expenses, $36 million in fixed asset related expenses, $39 million in other restructuring, and $45 million in
excluding disposed cash and items settled net, was $365 million and resulted in a pre-tax net gain of $215 million. The carrying restructuring related expenses, partially offset by a gain on disposal of a business of $51 million.
value of the Russian business had previously been impaired by $90 million in the quarter ended June 30, 2022. The impairment
charge was based on the Company's best estimate of the fair value of its Russian business, which considered the wide range of The restructuring related costs relate primarily to the closure of facilities and include costs to replace graphics, train
indicative bids received and uncertain regulatory environment. The net pre-tax gain on disposal of the Russian business was new employees on relocated equipment, and losses on sale of closed facilities.
recorded as restructuring, impairment, and other related activities, net within the consolidated statements of income. The
Russian business had a net carrying value of $252 million, including allocated goodwill of $46 million and accumulated other Other Restructuring Plans
comprehensive losses of $73 million, primarily attributed to foreign currency translation adjustments.
During fiscal year 2024, the Company recorded $10 million in restructuring and related expenses classified within
Year ended June 30, 2022 Other Restructuring Plans of which $1 million related to employee related expenses, $2 million to fixed asset related expenses,
$3 million to other restructuring expenses, and $4 million to restructuring related expenses. During fiscal year 2023, the
During the third quarter of fiscal year 2022, the Company completed the disposal of non-core assets in the Flexibles Company recorded $17 million in restructuring and related expenses classified within Other Restructuring Plans of which
reportable segment. The Company recorded an expense of $10 million during the fiscal year ended June 30, 2022, to adjust the $3 million related to employee related expenses, $5 million to fixed asset related expenses, $5 million to other restructuring
long-lived assets to their fair value less cost to sell. expenses, and $4 million to restructuring related expenses. During fiscal year 2022, the Company recorded $57 million in
restructuring and related expenses classified within Other Restructuring Plans triggered by the Russia-Ukraine conflict to help
mitigate the impact of disposed earnings from the Russian sale.
63 64 Amcor Annual Report 2024
Form 10-K 80
An analysis of the Company's restructuring plan liability, not including restructuring related liabilities, is as follows:
Consolidated Restructuring Plans
Total
Employee Fixed Asset Restructuring
The total expenses incurred from the beginning of the Company's 2019 Bemis Integration Plan, 2023 Restructuring
($ in millions) Costs Related Costs Other Costs Costs
Plan, and Other Restructuring Plans are as follows:
Liability balance at June 30, 2021 $ 78 $ — $ 17 $ 95
Total
Net charges to earnings 58 4 15 77
2019 Bemis 2023 Other Restructuring
Integration Plan Restructuring Restructuring and Related Cash (paid)/received, net (27) 4 (14) (37)
($ in millions) (3) Plan (1) Plans (2) Expenses, Net
Non-cash and other (3) (5) — (8)
Fiscal year 2019 $ 48 $ — $ 19 $ 67
Foreign currency translation (9) — — (9)
Fiscal year 2020 60 — 18 78
Liability balance at June 30, 2022 97 3 18 118
Fiscal year 2021 68 — 6 74
Net charges to earnings 68 18 15 101
Fiscal year 2022 37 — 59 96
Cash paid (42) — (13) (55)
Fiscal year 2023 — 94 17 111
Non-cash and other — (18) — (18)
Fiscal year 2024 — 87 10 97
Foreign currency translation 3 — 1 4
Net expenses incurred $ 213 $ 181 $ 129 $ 523
Liability balance at June 30, 2023 126 3 21 150
(1) Includes restructuring related costs of $15 million and $6 million for fiscal years 2024 and 2023, respectively. In fiscal years 2024
and 2023, respectively, $69 million and $86 million of restructuring and related expenses, net, were incurred in the Flexibles Net charges to earnings 18 26 40 84
reportable segment and $18 million and $8 million in the Rigid Packaging reportable segment.
Cash paid (61) — (42) (103)
(2) Includes restructuring related costs of $4 million in both fiscal years 2024 and 2023. 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 Non-cash and other — (26) — (26)
above in section "Other Restructuring Plans." Foreign currency translation (3) — — (3)
(3) Fiscal year 2022 includes $17 million of restructuring related costs from the 2019 Bemis Integration Plan.
Liability balance at June 30, 2024 $ 80 $ 3 $ 19 $ 102
An analysis of the restructuring expenses by type incurred follows:
The Company expects the majority of the liability for employee, fixed assets related, and other costs as of June 30,
2024, to be paid within the next twelve months. The accruals related to restructuring activities have been recorded on the
Years ended June 30,
consolidated balance sheets under other current liabilities and other non-current liabilities.
($ in millions) 2024 2023 2022
Employee related expenses $ 18 $ 68 $ 58
Fixed asset related expenses, net (1) 20 18 4
Other expenses 40 15 15
Total restructuring expenses, net $ 78 $ 101 $ 77
(1) Fiscal year 2024 includes a net gain on disposal of properties of $6 million.
65 Amcor Annual Report 2024 66
Form 10-K 81
An analysis of the Company's restructuring plan liability, not including restructuring related liabilities, is as follows:
Consolidated Restructuring Plans
Total
Employee Fixed Asset Restructuring
The total expenses incurred from the beginning of the Company's 2019 Bemis Integration Plan, 2023 Restructuring
($ in millions) Costs Related Costs Other Costs Costs
Plan, and Other Restructuring Plans are as follows:
Liability balance at June 30, 2021 $ 78 $ — $ 17 $ 95
Total
Net charges to earnings 58 4 15 77
2019 Bemis 2023 Other Restructuring
Integration Plan Restructuring Restructuring and Related Cash (paid)/received, net (27) 4 (14) (37)
($ in millions) (3) Plan (1) Plans (2) Expenses, Net
Non-cash and other (3) (5) — (8)
Fiscal year 2019 $ 48 $ — $ 19 $ 67
Foreign currency translation (9) — — (9)
Fiscal year 2020 60 — 18 78
Liability balance at June 30, 2022 97 3 18 118
Fiscal year 2021 68 — 6 74
Net charges to earnings 68 18 15 101
Fiscal year 2022 37 — 59 96
Cash paid (42) — (13) (55)
Fiscal year 2023 — 94 17 111
Non-cash and other — (18) — (18)
Fiscal year 2024 — 87 10 97
Foreign currency translation 3 — 1 4
Net expenses incurred $ 213 $ 181 $ 129 $ 523
Liability balance at June 30, 2023 126 3 21 150
(1) Includes restructuring related costs of $15 million and $6 million for fiscal years 2024 and 2023, respectively. In fiscal years 2024
and 2023, respectively, $69 million and $86 million of restructuring and related expenses, net, were incurred in the Flexibles Net charges to earnings 18 26 40 84
reportable segment and $18 million and $8 million in the Rigid Packaging reportable segment.
Cash paid (61) — (42) (103)
(2) Includes restructuring related costs of $4 million in both fiscal years 2024 and 2023. 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 Non-cash and other — (26) — (26)
above in section "Other Restructuring Plans." Foreign currency translation (3) — — (3)
(3) Fiscal year 2022 includes $17 million of restructuring related costs from the 2019 Bemis Integration Plan.
Liability balance at June 30, 2024 $ 80 $ 3 $ 19 $ 102
An analysis of the restructuring expenses by type incurred follows:
The Company expects the majority of the liability for employee, fixed assets related, and other costs as of June 30,
2024, to be paid within the next twelve months. The accruals related to restructuring activities have been recorded on the
Years ended June 30,
consolidated balance sheets under other current liabilities and other non-current liabilities.
($ in millions) 2024 2023 2022
Employee related expenses $ 18 $ 68 $ 58
Fixed asset related expenses, net (1) 20 18 4
Other expenses 40 15 15
Total restructuring expenses, net $ 78 $ 101 $ 77
(1) Fiscal year 2024 includes a net gain on disposal of properties of $6 million.
65 66 Amcor Annual Report 2024
Form 10-K 82
Note 7 - Equity Method and Other Investments Note 8 - Property, Plant, and Equipment, Net
As of June 30, 2024 and 2023, the Company has investments of $87 million and $89 million, respectively, in multiple The components of property, plant, and equipment, net, were as follows:
equity and other investments. All of the investments are individually immaterial, with the Company's largest equity investment
($ in millions) June 30, 2024 June 30, 2023
of $38 million and $33 million as of June 30, 2024 and 2023, respectively, in ePac Holdings, LLC ("ePac") representing an
ownership of 21.5% and 18.9%, respectively. The Company's investment in ePac has been accounted for under the equity Land and land improvements $ 196 $ 203
method since fiscal year 2023. All investments are included in other non-current assets in the Company's consolidated balance Buildings and improvements 1,424 1,483
sheets. The Company accounts for its share in ePac's net loss in equity in loss of affiliated companies, net of tax in the
Plant and equipment 6,358 6,084
consolidated statements of income, with a three month lag due to the availability of financial information.
Total property, plant, and equipment 7,978 7,770
The Company received no dividends from its equity method investments in the fiscal years ended June 30, 2024, 2023,
and 2022. Accumulated depreciation (4,178) (3,963)
Accumulated impairment (37) (45)
Total property, plant, and equipment, net $ 3,763 $ 3,762
Depreciation expense amounted to $402 million, $395 million, and $398 million for fiscal years 2024, 2023, and 2022,
respectively. Amortization of assets under finance leases is included in depreciation expense.
67 Amcor Annual Report 2024 68
Form 10-K 83
Note 7 - Equity Method and Other Investments Note 8 - Property, Plant, and Equipment, Net
As of June 30, 2024 and 2023, the Company has investments of $87 million and $89 million, respectively, in multiple The components of property, plant, and equipment, net, were as follows:
equity and other investments. All of the investments are individually immaterial, with the Company's largest equity investment
($ in millions) June 30, 2024 June 30, 2023
of $38 million and $33 million as of June 30, 2024 and 2023, respectively, in ePac Holdings, LLC ("ePac") representing an
ownership of 21.5% and 18.9%, respectively. The Company's investment in ePac has been accounted for under the equity Land and land improvements $ 196 $ 203
method since fiscal year 2023. All investments are included in other non-current assets in the Company's consolidated balance Buildings and improvements 1,424 1,483
sheets. The Company accounts for its share in ePac's net loss in equity in loss of affiliated companies, net of tax in the
Plant and equipment 6,358 6,084
consolidated statements of income, with a three month lag due to the availability of financial information.
Total property, plant, and equipment 7,978 7,770
The Company received no dividends from its equity method investments in the fiscal years ended June 30, 2024, 2023,
and 2022. Accumulated depreciation (4,178) (3,963)
Accumulated impairment (37) (45)
Total property, plant, and equipment, net $ 3,763 $ 3,762
Depreciation expense amounted to $402 million, $395 million, and $398 million for fiscal years 2024, 2023, and 2022,
respectively. Amortization of assets under finance leases is included in depreciation expense.
67 68 Amcor Annual Report 2024
Form 10-K 84
Note 9 - Goodwill and Other Intangible Assets Estimated future amortization expense for intangible assets is as follows:
Changes in the carrying amount of goodwill attributable to each reportable segment were as follows: ($ in millions) Amortization
Fiscal year 2025 $ 162
Rigid
Fiscal year 2026 159
Flexibles Packaging
($ in millions) Segment Segment Total Fiscal year 2027 145
Balance as of June 30, 2022 $ 4,307 $ 978 $ 5,285 Fiscal year 2028 144
Acquisitions and acquisition adjustments (1) 98 — 98 Fiscal year 2029 139
Disposals (2) (30) — (30)
Foreign currency translation 16 (3) 13
Balance as of June 30, 2023 4,391 975 5,366
Acquisitions and acquisition adjustments (1) 1 — 1
Foreign currency translation (19) (3) (22)
Balance as of June 30, 2024 $ 4,373 $ 972 $ 5,345
(1) Acquisitions and acquisition adjustments are detailed in Note 5, "Acquisitions and Divestitures."
(2) As of June 30, 2022, $16 million of goodwill attributable to the Russian business was classified as assets held for sale, net. When
the business was disposed on December 23, 2022, an additional $30 million of goodwill was allocated and disposed of. For further
information, refer to Note 5, "Acquisitions and Divestitures."
Other Intangible Assets, Net
Other intangible assets, net were comprised of the following:
June 30, 2024
Accumulated
Gross Carrying Amortization and Net Carrying
($ in millions) Amount Impairment (1) 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
June 30, 2023
Accumulated
Gross Carrying Amortization and Net Carrying
($ in millions) Amount Impairment (1) Amount
Customer relationships $ 1,987 $ (660) $ 1,327
Computer software 261 (185) 76
Other (2) 327 (206) 121
Total other intangible assets $ 2,575 $ (1,051) $ 1,524
(1) Accumulated amortization and impairment as of June 30, 2024, and 2023, included $34 million of accumulated impairment in the
Other category.
(2) As of June 30, 2024, and 2023, Other included $17 million of acquired intellectual property assets not yet being amortized as the
related R&D projects have not yet been completed.
Amortization expenses for intangible assets were $181 million, $174 million, and $180 million during the fiscal years
2024, 2023, and 2022, respectively. During the last three fiscal years, there were no impairment charges recorded on intangible
assets.
69 Amcor Annual Report 2024 70
Form 10-K 85
Note 9 - Goodwill and Other Intangible Assets Estimated future amortization expense for intangible assets is as follows:
Changes in the carrying amount of goodwill attributable to each reportable segment were as follows: ($ in millions) Amortization
Fiscal year 2025 $ 162
Rigid
Fiscal year 2026 159
Flexibles Packaging
($ in millions) Segment Segment Total Fiscal year 2027 145
Balance as of June 30, 2022 $ 4,307 $ 978 $ 5,285 Fiscal year 2028 144
Acquisitions and acquisition adjustments (1) 98 — 98 Fiscal year 2029 139
Disposals (2) (30) — (30)
Foreign currency translation 16 (3) 13
Balance as of June 30, 2023 4,391 975 5,366
Acquisitions and acquisition adjustments (1) 1 — 1
Foreign currency translation (19) (3) (22)
Balance as of June 30, 2024 $ 4,373 $ 972 $ 5,345
(1) Acquisitions and acquisition adjustments are detailed in Note 5, "Acquisitions and Divestitures."
(2) As of June 30, 2022, $16 million of goodwill attributable to the Russian business was classified as assets held for sale, net. When
the business was disposed on December 23, 2022, an additional $30 million of goodwill was allocated and disposed of. For further
information, refer to Note 5, "Acquisitions and Divestitures."
Other Intangible Assets, Net
Other intangible assets, net were comprised of the following:
June 30, 2024
Accumulated
Gross Carrying Amortization and Net Carrying
($ in millions) Amount Impairment (1) 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
June 30, 2023
Accumulated
Gross Carrying Amortization and Net Carrying
($ in millions) Amount Impairment (1) Amount
Customer relationships $ 1,987 $ (660) $ 1,327
Computer software 261 (185) 76
Other (2) 327 (206) 121
Total other intangible assets $ 2,575 $ (1,051) $ 1,524
(1) Accumulated amortization and impairment as of June 30, 2024, and 2023, included $34 million of accumulated impairment in the
Other category.
(2) As of June 30, 2024, and 2023, Other included $17 million of acquired intellectual property assets not yet being amortized as the
related R&D projects have not yet been completed.
Amortization expenses for intangible assets were $181 million, $174 million, and $180 million during the fiscal years
2024, 2023, and 2022, respectively. During the last three fiscal years, there were no impairment charges recorded on intangible
assets.
69 70 Amcor Annual Report 2024
Form 10-K 86
Note 10 - Fair Value Measurements June 30, 2023
($ in millions) Level 1 Level 2 Level 3 Total
The fair values of the Company's financial assets and financial liabilities listed below reflect the amounts that would be
Assets
received to sell the assets or paid to transfer the liabilities in an orderly transaction between market participants at the
measurement date (exit price). Forward exchange contracts $ — $ 3 $ — $ 3
Interest rate swaps — 16 — 16
The Company's non-derivative financial instruments primarily include cash and cash equivalents, trade receivables,
Total assets measured at fair value $ — $ 19 $ — $ 19
trade payables, short-term debt, and long-term debt. At June 30, 2024, and 2023, the carrying value of these financial
instruments, excluding long-term debt, approximated fair value because of the short-term nature of these instruments.
Liabilities
Fair value disclosures are classified based on the fair value hierarchy. See Note 2, "Significant Accounting Policies," Contingent purchase consideration liabilities $ — $ — $ 46 $ 46
for information about the Company's fair value hierarchy.
Commodity contracts — 2 — 2
Forward exchange contracts — 5 — 5
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 Interest rate swaps — 96 — 96
discounted at the current interest rate for financial liabilities with similar risk profiles. Total liabilities measured at fair value $ — $ 103 $ 46 $ 149
The carrying values and estimated fair values of long-term debt with fixed interest rates (excluding the fair value of
The fair value of the commodity contracts was determined using a discounted cash flow analysis based on the terms of
designated receive-fixed, pay-variable rate swaps) were as follows:
the contracts and observed market forward prices discounted at a currency specific rate. Forward exchange contract fair values
June 30, 2024 June 30, 2023 were determined based on quoted prices for similar assets and liabilities in active markets using inputs such as currency rates
Carrying Fair Value Carrying Fair Value 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.
($ in millions) Value (Level 2) Value (Level 2)
Total long-term debt with fixed interest rates (excluding
commercial paper (1) and finance leases) $ 5,141 $ 4,973 $ 4,123 $ 3,844 Contingent purchase consideration liabilities arise from business acquisitions and other investments. As of June 30,
2024, the Company had contingent purchase consideration liabilities of $36 million, consisting of $26 million of contingent
(1) As of June 30, 2023, the Company had entered into interest rate swap contracts for a total notional amount of commercial paper
purchase consideration predominantly relating to fiscal year 2023 acquisitions (refer to Note 5, "Acquisitions and Divestitures")
equal to $1.2 billion, maturing on June 30, 2024. These contracts were considered to be economic hedges and the related
and a $10 million liability that is contingent on future royalty income generated by Discma AG, a subsidiary acquired in March
$1.2 billion notional amount of commercial paper was also excluded from the total long-term debt with fixed interest rates.
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
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
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
Additionally, the Company measures and records certain assets and liabilities, including derivative instruments and
changes in risks and probabilities. Changes arising from modifications in forecasts related to contingent consideration are not
contingent purchase consideration liabilities, at fair value. The following tables summarize the fair values of these instruments,
expected to be material. During the fiscal year ended June 30, 2024, income of $9 million was recorded in other income/
which are measured at fair value on a recurring basis, by level, within the fair value hierarchy:
(expenses), net from remeasuring the fair value of the Company's contingent purchase consideration liability.
June 30, 2024
($ in millions) Level 1 Level 2 Level 3 Total The fair value of contingent purchase consideration liabilities is included in other current liabilities and other non-
current liabilities in the consolidated balance sheets.
Assets
Commodity contracts $ — $ 2 $ — $ 2
The following table sets forth a summary of changes in the value of the Company's Level 3 financial liabilities:
Forward exchange contracts — 2 — 2
June 30,
Total assets measured at fair value $ — $ 4 $ — $ 4
($ in millions) 2024 2023
Fair value at the beginning of the year $ 46 $ 16
Liabilities
Additions due to acquisitions 1 33
Contingent purchase consideration liabilities $ — $ — $ 36 $ 36
Change in fair value of Level 3 liabilities (9) (2)
Commodity contracts — 1 — 1
Payments (2) —
Forward exchange contracts — 4 — 4
Foreign currency translation — (1)
Interest rate swaps — 92 — 92
Fair value at the end of the year $ 36 $ 46
Cross currency swaps — 16 — 16
Total liabilities measured at fair value $ — $ 113 $ 36 $ 149
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. The fair values of these assets are determined, when applicable, based on valuation techniques using the best information
71 Amcor Annual Report 2024 72
Form 10-K 87
Note 10 - Fair Value Measurements June 30, 2023
($ in millions) Level 1 Level 2 Level 3 Total
The fair values of the Company's financial assets and financial liabilities listed below reflect the amounts that would be
Assets
received to sell the assets or paid to transfer the liabilities in an orderly transaction between market participants at the
measurement date (exit price). Forward exchange contracts $ — $ 3 $ — $ 3
Interest rate swaps — 16 — 16
The Company's non-derivative financial instruments primarily include cash and cash equivalents, trade receivables,
Total assets measured at fair value $ — $ 19 $ — $ 19
trade payables, short-term debt, and long-term debt. At June 30, 2024, and 2023, the carrying value of these financial
instruments, excluding long-term debt, approximated fair value because of the short-term nature of these instruments.
Liabilities
Fair value disclosures are classified based on the fair value hierarchy. See Note 2, "Significant Accounting Policies," Contingent purchase consideration liabilities $ — $ — $ 46 $ 46
for information about the Company's fair value hierarchy.
Commodity contracts — 2 — 2
Forward exchange contracts — 5 — 5
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 Interest rate swaps — 96 — 96
discounted at the current interest rate for financial liabilities with similar risk profiles. Total liabilities measured at fair value $ — $ 103 $ 46 $ 149
The carrying values and estimated fair values of long-term debt with fixed interest rates (excluding the fair value of
The fair value of the commodity contracts was determined using a discounted cash flow analysis based on the terms of
designated receive-fixed, pay-variable rate swaps) were as follows:
the contracts and observed market forward prices discounted at a currency specific rate. Forward exchange contract fair values
June 30, 2024 June 30, 2023 were determined based on quoted prices for similar assets and liabilities in active markets using inputs such as currency rates
Carrying Fair Value Carrying Fair Value 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.
($ in millions) Value (Level 2) Value (Level 2)
Total long-term debt with fixed interest rates (excluding
commercial paper (1) and finance leases) $ 5,141 $ 4,973 $ 4,123 $ 3,844 Contingent purchase consideration liabilities arise from business acquisitions and other investments. As of June 30,
2024, the Company had contingent purchase consideration liabilities of $36 million, consisting of $26 million of contingent
(1) As of June 30, 2023, the Company had entered into interest rate swap contracts for a total notional amount of commercial paper
purchase consideration predominantly relating to fiscal year 2023 acquisitions (refer to Note 5, "Acquisitions and Divestitures")
equal to $1.2 billion, maturing on June 30, 2024. These contracts were considered to be economic hedges and the related
and a $10 million liability that is contingent on future royalty income generated by Discma AG, a subsidiary acquired in March
$1.2 billion notional amount of commercial paper was also excluded from the total long-term debt with fixed interest rates.
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
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
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
Additionally, the Company measures and records certain assets and liabilities, including derivative instruments and
changes in risks and probabilities. Changes arising from modifications in forecasts related to contingent consideration are not
contingent purchase consideration liabilities, at fair value. The following tables summarize the fair values of these instruments,
expected to be material. During the fiscal year ended June 30, 2024, income of $9 million was recorded in other income/
which are measured at fair value on a recurring basis, by level, within the fair value hierarchy:
(expenses), net from remeasuring the fair value of the Company's contingent purchase consideration liability.
June 30, 2024
($ in millions) Level 1 Level 2 Level 3 Total The fair value of contingent purchase consideration liabilities is included in other current liabilities and other non-
current liabilities in the consolidated balance sheets.
Assets
Commodity contracts $ — $ 2 $ — $ 2
The following table sets forth a summary of changes in the value of the Company's Level 3 financial liabilities:
Forward exchange contracts — 2 — 2
June 30,
Total assets measured at fair value $ — $ 4 $ — $ 4
($ in millions) 2024 2023
Fair value at the beginning of the year $ 46 $ 16
Liabilities
Additions due to acquisitions 1 33
Contingent purchase consideration liabilities $ — $ — $ 36 $ 36
Change in fair value of Level 3 liabilities (9) (2)
Commodity contracts — 1 — 1
Payments (2) —
Forward exchange contracts — 4 — 4
Foreign currency translation — (1)
Interest rate swaps — 92 — 92
Fair value at the end of the year $ 36 $ 46
Cross currency swaps — 16 — 16
Total liabilities measured at fair value $ — $ 113 $ 36 $ 149
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. The fair values of these assets are determined, when applicable, based on valuation techniques using the best information
71 72 Amcor Annual Report 2024
Form 10-K 88
available, and may include quoted market prices, market comparables, and discounted cash flow projections. These Note 11 - Derivative Instruments
nonrecurring fair value measurements are considered to be Level 3 in the fair value hierarchy.
The Company periodically uses derivatives and other financial instruments to hedge exposures to interest rate,
During the fiscal years ended June 30, 2024, and 2023, there were no impairment charges recorded on indefinite-lived commodity price, and currency risks. The Company does not hold or issue derivative instruments for speculative or trading
intangibles, including goodwill. During the fourth quarter of fiscal year 2022, the Company met the criteria to recognize the purposes. For hedges that meet the hedge accounting criteria, the Company, at inception, formally designates and documents
related assets and liabilities of its Russian operations as held for sale which resulted in the Company remeasuring the disposal the instruments as a fair value hedge or a cash flow hedge of a specific underlying exposure. On an ongoing basis, the Company
group at its fair value, less cost to sell, which is considered a Level 3 fair value measurement. As a result, the Company assesses and documents that its hedges have been and are expected to continue to be highly effective.
recorded an impairment of $90 million. For information on long-lived asset impairments, refer to Note 2, "Significant
Accounting Policies". Interest Rate Risk
In addition, resulting from the effective disposal of non-core businesses during the fiscal year ended June 30, 2022, the The Company's policy is to manage exposure to interest rate risk by maintaining a mixture of fixed-rate and variable-
Company recorded a total loss of $34 million, predominantly to adjust the long-lived assets to their fair value less cost to sell. rate debt, monitoring global interest rates, and, where appropriate, hedging floating interest rate exposure or debt at fixed
Of these losses, $24 million are included within restructuring, impairment, and other related activities, net as relating to the interest rates through various interest rate derivative instruments, including, but not limited to, interest rate swaps, and interest
Russia-Ukraine conflict with the balance recorded in other income, net in the consolidated statements of income. During the rate locks. For interest rate swaps that are accounted for as fair value hedges, the gains and losses related to the changes in the
fiscal year ended June 30, 2022, further long-lived assets with a carrying value of $12 million were written down to a fair value fair value of the interest rate swaps are included in interest expense and offset changes in the fair value of the hedged portion of
of zero as the Company's Durban, South Africa, manufacturing facility was destroyed in a fire as the result of general civil the underlying debt that are attributable to the changes in market interest rates. Changes in the fair value of interest rate swaps
unrest. In addition, during the fiscal year ended June 30, 2022, other long-lived assets in South Africa, with a carrying amount that have not been designated as hedging instruments are reported in the accompanying consolidated statements of income in
of $8 million, were written down to their estimated fair value of $4 million using level 3 inputs. These expenses are included other income/(expenses), net.
within other income, net in the consolidated statements of income.
In October 2022, the Company entered into interest rate swap contracts for a total notional amount of $1.25 billion.
Under the terms of the contracts, the Company paid a weighted-average fixed rate of interest of 4.53% and received a variable
rate of interest, based on compound overnight Secured Overnight Financing Rate ("SOFR"), for the period from November
2022 through June 2023, settled monthly. In March 2023, the Company entered into interest rate swap contracts for a total
notional amount of $1.2 billion. Under the terms of the contracts, the Company paid a weighted-average fixed interest rate of
3.88% and received a variable rate of interest, based on 1-month Term SOFR, from July 2023 through June 2024, settled
monthly. As of June 30, 2024, the Company had no receive-variable, pay-fixed interest rate swaps outstanding. As of June 30,
2023, the Company had no other receive-variable, pay-fixed interest rate swaps than those listed above. The Company did not
apply hedge accounting on these economic hedging instruments.
As of June 30, 2024, and 2023, 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 consolidated statements of income.
As of June 30, 2024, and 2023, the notional amount of the outstanding forward contracts was $0.6 billion and $0.5
billion, 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 notional and periodic interest payments to Swiss francs to manage
the 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
$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 June 30, 2024 and 2023, the Company had cross currency swaps with a notional amount of $500 million and zero,
respectively, outstanding.
73 Amcor Annual Report 2024 74
Form 10-K 89
available, and may include quoted market prices, market comparables, and discounted cash flow projections. These Note 11 - Derivative Instruments
nonrecurring fair value measurements are considered to be Level 3 in the fair value hierarchy.
The Company periodically uses derivatives and other financial instruments to hedge exposures to interest rate,
During the fiscal years ended June 30, 2024, and 2023, there were no impairment charges recorded on indefinite-lived commodity price, and currency risks. The Company does not hold or issue derivative instruments for speculative or trading
intangibles, including goodwill. During the fourth quarter of fiscal year 2022, the Company met the criteria to recognize the purposes. For hedges that meet the hedge accounting criteria, the Company, at inception, formally designates and documents
related assets and liabilities of its Russian operations as held for sale which resulted in the Company remeasuring the disposal the instruments as a fair value hedge or a cash flow hedge of a specific underlying exposure. On an ongoing basis, the Company
group at its fair value, less cost to sell, which is considered a Level 3 fair value measurement. As a result, the Company assesses and documents that its hedges have been and are expected to continue to be highly effective.
recorded an impairment of $90 million. For information on long-lived asset impairments, refer to Note 2, "Significant
Accounting Policies". Interest Rate Risk
In addition, resulting from the effective disposal of non-core businesses during the fiscal year ended June 30, 2022, the The Company's policy is to manage exposure to interest rate risk by maintaining a mixture of fixed-rate and variable-
Company recorded a total loss of $34 million, predominantly to adjust the long-lived assets to their fair value less cost to sell. rate debt, monitoring global interest rates, and, where appropriate, hedging floating interest rate exposure or debt at fixed
Of these losses, $24 million are included within restructuring, impairment, and other related activities, net as relating to the interest rates through various interest rate derivative instruments, including, but not limited to, interest rate swaps, and interest
Russia-Ukraine conflict with the balance recorded in other income, net in the consolidated statements of income. During the rate locks. For interest rate swaps that are accounted for as fair value hedges, the gains and losses related to the changes in the
fiscal year ended June 30, 2022, further long-lived assets with a carrying value of $12 million were written down to a fair value fair value of the interest rate swaps are included in interest expense and offset changes in the fair value of the hedged portion of
of zero as the Company's Durban, South Africa, manufacturing facility was destroyed in a fire as the result of general civil the underlying debt that are attributable to the changes in market interest rates. Changes in the fair value of interest rate swaps
unrest. In addition, during the fiscal year ended June 30, 2022, other long-lived assets in South Africa, with a carrying amount that have not been designated as hedging instruments are reported in the accompanying consolidated statements of income in
of $8 million, were written down to their estimated fair value of $4 million using level 3 inputs. These expenses are included other income/(expenses), net.
within other income, net in the consolidated statements of income.
In October 2022, the Company entered into interest rate swap contracts for a total notional amount of $1.25 billion.
Under the terms of the contracts, the Company paid a weighted-average fixed rate of interest of 4.53% and received a variable
rate of interest, based on compound overnight Secured Overnight Financing Rate ("SOFR"), for the period from November
2022 through June 2023, settled monthly. In March 2023, the Company entered into interest rate swap contracts for a total
notional amount of $1.2 billion. Under the terms of the contracts, the Company paid a weighted-average fixed interest rate of
3.88% and received a variable rate of interest, based on 1-month Term SOFR, from July 2023 through June 2024, settled
monthly. As of June 30, 2024, the Company had no receive-variable, pay-fixed interest rate swaps outstanding. As of June 30,
2023, the Company had no other receive-variable, pay-fixed interest rate swaps than those listed above. The Company did not
apply hedge accounting on these economic hedging instruments.
As of June 30, 2024, and 2023, 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 consolidated statements of income.
As of June 30, 2024, and 2023, the notional amount of the outstanding forward contracts was $0.6 billion and $0.5
billion, 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 notional and periodic interest payments to Swiss francs to manage
the 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
$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 June 30, 2024 and 2023, the Company had cross currency swaps with a notional amount of $500 million and zero,
respectively, outstanding.
73 74 Amcor Annual Report 2024
Form 10-K 90
Commodity Risk The following tables provide the effects of derivative instruments on AOCI and in the consolidated statements of
income:
Certain raw materials used in the Company's production processes are subject to price volatility caused by weather,
Gain / (Loss) Reclassified from AOCI
supply conditions, political and economic variables, and other unpredictable factors. The Company's policy is to minimize
Location of Gain / into Income (Effective Portion)
exposure to price volatility by passing through the commodity price risk to customers, including through the use of fixed price (Loss) Reclassified
Years ended June 30,
swaps. from AOCI into
($ in millions) Income 2024 2023 2022
In some cases, the Company purchases, on behalf of customers, fixed price commodity swaps to offset the exposure of Derivatives in cash flow hedging relationships:
price volatility on the underlying sales contracts. These instruments are cash closed out on maturity and the related cost or Commodity contracts Cost of sales $ (2) $ 2 $ 20
benefit is passed through to customers. Information about commodity price exposure is derived from supply forecasts submitted
Forward exchange contracts Net sales 1 (2) —
by customers and these exposures are hedged by central treasury units. Changes in the fair value of commodity hedges are
Treasury locks Interest expense (3) (3) (3)
recognized in AOCI. The cumulative amount of the hedge is recognized in the consolidated statements of income when the
forecasted transaction is realized. Total $ (4) $ (3) $ 17
The Company had the following outstanding commodity contracts to hedge forecasted purchases:
Gain / (Loss) Recognized in Income for
Derivatives not Designated as Hedging
June 30, 2024 June 30, 2023 Location of Gain / Instruments
Commodity Volume Volume (Loss) Recognized
Years ended June 30,
in the Consolidated
Aluminum 10,673 tons 14,325 tons
($ in millions) Income Statements 2024 2023 2022
PET resin 27,916,666 lbs. 0 lbs. Derivatives not designated as hedging instruments:
Other income/
The following table provides the location of derivative instruments in the consolidated balance sheets: Forward exchange contracts (expenses), net $ 15 $ (7) $ (45)
Other income/
($ in millions) Balance Sheet Location June 30, 2024 June 30, 2023
Interest rate swaps (expenses), net (16) 16 —
Assets
Total $ (1) $ 9 $ (45)
Derivatives in cash flow hedging relationships:
Commodity contracts Other current assets $ 2 $ —
Gain / (Loss) Recognized in Income for
Forward exchange contracts Other current assets 2 2 Derivatives in Fair Value Hedging
Location of Gain / Relationships
Derivatives not designated as hedging instruments:
(Loss) Recognized
Years ended June 30,
Forward exchange contracts Other current assets — 1 in the Consolidated
($ in millions) Income Statements 2024 2023 2022
Interest rate swaps Other current assets — 16
Derivatives in fair value hedging relationships:
Total current derivative contracts 4 19
Interest rate swaps Interest expense $ 4 $ (27) $ (75)
Total non-current derivative contracts — —
Cross currency swaps Interest expense 2 — —
Total derivative asset contracts $ 4 $ 19
Other income/
Cross currency swaps (expenses), net (8) — —
Liabilities Other income/
Forward exchange contracts (expenses), net — — (11)
Derivatives in cash flow hedging relationships:
Total $ (2) $ (27) $ (86)
Commodity contracts Other current liabilities $ 1 $ 2
Forward exchange contracts Other current liabilities 3 3
The changes in AOCI for effective derivatives were as follows:
Derivatives not designated as hedging instruments:
Forward exchange contracts Other current liabilities 1 1 Years ended June 30,
($ in millions) 2024 2023 2022
Total current derivative contracts 5 6
Amounts reclassified into earnings:
Derivatives in cash flow hedging relationships:
Commodity contracts $ 2 $ (2) $ (20)
Forward exchange contracts Other non-current liabilities — 1
Forward exchange contracts (1) 2 —
Derivatives in fair value hedging relationships:
Treasury locks 3 3 3
Interest rate swaps Other non-current liabilities 92 96
Fair value gains / (losses):
Cross currency swaps Other non-current liabilities 16 —
Commodity contracts 1 (2) 9
Total non-current derivative contracts 108 97
Forward exchange contracts 1 (3) (1)
Total derivative liability contracts $ 113 $ 103
Cross currency swaps (10) — —
Certain derivative financial instruments are subject to netting arrangements and are eligible for offset. The Company Tax effect (1) 1 2
has made an accounting policy election not to offset the fair values of these instruments within the consolidated balance sheets. Total $ (5) $ (1) $ (7)
75 Amcor Annual Report 2024 76
Form 10-K 91
Commodity Risk The following tables provide the effects of derivative instruments on AOCI and in the consolidated statements of
income:
Certain raw materials used in the Company's production processes are subject to price volatility caused by weather,
Gain / (Loss) Reclassified from AOCI
supply conditions, political and economic variables, and other unpredictable factors. The Company's policy is to minimize
Location of Gain / into Income (Effective Portion)
exposure to price volatility by passing through the commodity price risk to customers, including through the use of fixed price (Loss) Reclassified
Years ended June 30,
swaps. from AOCI into
($ in millions) Income 2024 2023 2022
In some cases, the Company purchases, on behalf of customers, fixed price commodity swaps to offset the exposure of Derivatives in cash flow hedging relationships:
price volatility on the underlying sales contracts. These instruments are cash closed out on maturity and the related cost or Commodity contracts Cost of sales $ (2) $ 2 $ 20
benefit is passed through to customers. Information about commodity price exposure is derived from supply forecasts submitted
Forward exchange contracts Net sales 1 (2) —
by customers and these exposures are hedged by central treasury units. Changes in the fair value of commodity hedges are
Treasury locks Interest expense (3) (3) (3)
recognized in AOCI. The cumulative amount of the hedge is recognized in the consolidated statements of income when the
forecasted transaction is realized. Total $ (4) $ (3) $ 17
The Company had the following outstanding commodity contracts to hedge forecasted purchases:
Gain / (Loss) Recognized in Income for
Derivatives not Designated as Hedging
June 30, 2024 June 30, 2023 Location of Gain / Instruments
Commodity Volume Volume (Loss) Recognized
Years ended June 30,
in the Consolidated
Aluminum 10,673 tons 14,325 tons
($ in millions) Income Statements 2024 2023 2022
PET resin 27,916,666 lbs. 0 lbs. Derivatives not designated as hedging instruments:
Other income/
The following table provides the location of derivative instruments in the consolidated balance sheets: Forward exchange contracts (expenses), net $ 15 $ (7) $ (45)
Other income/
($ in millions) Balance Sheet Location June 30, 2024 June 30, 2023
Interest rate swaps (expenses), net (16) 16 —
Assets
Total $ (1) $ 9 $ (45)
Derivatives in cash flow hedging relationships:
Commodity contracts Other current assets $ 2 $ —
Gain / (Loss) Recognized in Income for
Forward exchange contracts Other current assets 2 2 Derivatives in Fair Value Hedging
Location of Gain / Relationships
Derivatives not designated as hedging instruments:
(Loss) Recognized
Years ended June 30,
Forward exchange contracts Other current assets — 1 in the Consolidated
($ in millions) Income Statements 2024 2023 2022
Interest rate swaps Other current assets — 16
Derivatives in fair value hedging relationships:
Total current derivative contracts 4 19
Interest rate swaps Interest expense $ 4 $ (27) $ (75)
Total non-current derivative contracts — —
Cross currency swaps Interest expense 2 — —
Total derivative asset contracts $ 4 $ 19
Other income/
Cross currency swaps (expenses), net (8) — —
Liabilities Other income/
Forward exchange contracts (expenses), net — — (11)
Derivatives in cash flow hedging relationships:
Total $ (2) $ (27) $ (86)
Commodity contracts Other current liabilities $ 1 $ 2
Forward exchange contracts Other current liabilities 3 3
The changes in AOCI for effective derivatives were as follows:
Derivatives not designated as hedging instruments:
Forward exchange contracts Other current liabilities 1 1 Years ended June 30,
($ in millions) 2024 2023 2022
Total current derivative contracts 5 6
Amounts reclassified into earnings:
Derivatives in cash flow hedging relationships:
Commodity contracts $ 2 $ (2) $ (20)
Forward exchange contracts Other non-current liabilities — 1
Forward exchange contracts (1) 2 —
Derivatives in fair value hedging relationships:
Treasury locks 3 3 3
Interest rate swaps Other non-current liabilities 92 96
Fair value gains / (losses):
Cross currency swaps Other non-current liabilities 16 —
Commodity contracts 1 (2) 9
Total non-current derivative contracts 108 97
Forward exchange contracts 1 (3) (1)
Total derivative liability contracts $ 113 $ 103
Cross currency swaps (10) — —
Certain derivative financial instruments are subject to netting arrangements and are eligible for offset. The Company Tax effect (1) 1 2
has made an accounting policy election not to offset the fair values of these instruments within the consolidated balance sheets. Total $ (5) $ (1) $ (7)
75 76 Amcor Annual Report 2024
Form 10-K 92
Note 12 - Defined Benefit Plans Changes in benefit obligations and plan assets were as follows:
($ in millions) June 30, 2024 June 30, 2023
The Company sponsors both funded and unfunded defined benefit pension plans that include a statutory and mandated
benefit provision in various countries as well as voluntary plans, with both types of plans generally closed to new joiners. The Change in benefit obligation:
Company’s principal defined benefit plans are in the United States, Switzerland, United Kingdom, and Germany. The United Benefit obligation at the beginning of the year $ 1,224 $ 1,314
States plans are closed to new entrants and mostly closed to future accruals, and are funded. The Switzerland plan is open to
Service cost 18 13
new entrants, and is funded. The United Kingdom benefit plans are closed to new entrants and future accruals, and are funded.
Interest cost 50 49
The Germany plans are closed to new entrants and mostly closed to future accruals, and are unfunded.
Participant contributions 6 6
During the fourth quarter of fiscal year 2023, Amcor announced a plan termination date of July 31, 2023, for one of Actuarial (gain)/loss 19 (90)
the Company's closed principal funded defined benefit plans in the United States (the "U.S. Plan"). The U.S. Plan's benefit
Plan curtailments (1) —
obligations as of June 30, 2023 were determined on a plan termination basis, assuming that a portion of eligible active and
Settlements (19) (27)
deferred vested participants would elect lump sum payments. In June 2024, the Company exercised its right to rescind its
decision to terminate the U.S. Plan due to a change in market conditions. Benefit obligations related to the U.S. Plan of Benefits paid (61) (62)
$236 million as of June 30, 2024 were determined on an ongoing plan basis. Administrative expenses (6) (4)
Plan amendments 1 (4)
During the second quarter of fiscal year 2022, the Company contracted with Pacific Life Insurance Company to
Other — (2)
purchase a group annuity contract and transfer $186 million of its pension plan assets and related benefit obligations related to
three principal defined benefit plans in the United States. This transaction required a remeasurement of the pension plan assets Foreign currency translation (4) 31
and obligations and resulted in the recognition of a $3 million non-cash pension settlement loss in fiscal year 2022. Benefit obligation at the end of the year $ 1,227 $ 1,224
Accumulated benefit obligation at the end of the year $ 1,191 $ 1,186
Net periodic benefit cost for benefit plans includes the following components:
Change in plan assets:
Years ended June 30,
Fair value of plan assets at the beginning of the year $ 1,061 $ 1,195
($ in millions) 2024 2023 2022
Actual return on plan assets 19 (100)
Service cost $ 18 $ 13 $ 24
Employer contributions 36 26
Interest cost 50 49 39
Participant contributions 6 6
Expected return on plan assets (57) (55) (61)
Benefits paid (61) (62)
Amortization of net loss 3 2 5
Settlements (19) (27)
Amortization of prior service credit (4) (3) (3)
Administrative expenses (6) (4)
Curtailment credit (1) — —
Other (2) —
Settlement costs 3 5 8
Foreign currency translation (1) 27
Net periodic benefit cost $ 12 $ 11 $ 12
Fair value of plan assets at the end of the year $ 1,033 $ 1,061
Funded status at the end of the year $ (194) $ (163)
Actuarial losses resulting in an increase of the benefit obligation were primarily due to lower than expected asset
returns mainly in the U.S., UK, Switzerland, and Ireland. Liability assumption losses for fiscal year 2024 were caused by a
reduction in discount rates in the majority of territories, and an increase in the inflation assumption for the UK and Switzerland.
The weighted average decrease in discount rates for the Company's pension plans was (0.1)% for the fiscal year ended June 30,
2024 and a weighted average increase of 0.5% for the fiscal year ended June 30, 2023. The losses were partially offset by the
lower inflation rate assumption in the European Union in fiscal year 2024.
The following table provides information for defined benefit plans with a projected benefit obligation in excess of plan
assets:
($ in millions) June 30, 2024 June 30, 2023
Projected benefit obligation $ 808 $ 832
Fair value of plan assets 580 601
77 Amcor Annual Report 2024 78
Form 10-K 93
Note 12 - Defined Benefit Plans Changes in benefit obligations and plan assets were as follows:
($ in millions) June 30, 2024 June 30, 2023
The Company sponsors both funded and unfunded defined benefit pension plans that include a statutory and mandated
benefit provision in various countries as well as voluntary plans, with both types of plans generally closed to new joiners. The Change in benefit obligation:
Company’s principal defined benefit plans are in the United States, Switzerland, United Kingdom, and Germany. The United Benefit obligation at the beginning of the year $ 1,224 $ 1,314
States plans are closed to new entrants and mostly closed to future accruals, and are funded. The Switzerland plan is open to
Service cost 18 13
new entrants, and is funded. The United Kingdom benefit plans are closed to new entrants and future accruals, and are funded.
Interest cost 50 49
The Germany plans are closed to new entrants and mostly closed to future accruals, and are unfunded.
Participant contributions 6 6
During the fourth quarter of fiscal year 2023, Amcor announced a plan termination date of July 31, 2023, for one of Actuarial (gain)/loss 19 (90)
the Company's closed principal funded defined benefit plans in the United States (the "U.S. Plan"). The U.S. Plan's benefit
Plan curtailments (1) —
obligations as of June 30, 2023 were determined on a plan termination basis, assuming that a portion of eligible active and
Settlements (19) (27)
deferred vested participants would elect lump sum payments. In June 2024, the Company exercised its right to rescind its
decision to terminate the U.S. Plan due to a change in market conditions. Benefit obligations related to the U.S. Plan of Benefits paid (61) (62)
$236 million as of June 30, 2024 were determined on an ongoing plan basis. Administrative expenses (6) (4)
Plan amendments 1 (4)
During the second quarter of fiscal year 2022, the Company contracted with Pacific Life Insurance Company to
Other — (2)
purchase a group annuity contract and transfer $186 million of its pension plan assets and related benefit obligations related to
three principal defined benefit plans in the United States. This transaction required a remeasurement of the pension plan assets Foreign currency translation (4) 31
and obligations and resulted in the recognition of a $3 million non-cash pension settlement loss in fiscal year 2022. Benefit obligation at the end of the year $ 1,227 $ 1,224
Accumulated benefit obligation at the end of the year $ 1,191 $ 1,186
Net periodic benefit cost for benefit plans includes the following components:
Change in plan assets:
Years ended June 30,
Fair value of plan assets at the beginning of the year $ 1,061 $ 1,195
($ in millions) 2024 2023 2022
Actual return on plan assets 19 (100)
Service cost $ 18 $ 13 $ 24
Employer contributions 36 26
Interest cost 50 49 39
Participant contributions 6 6
Expected return on plan assets (57) (55) (61)
Benefits paid (61) (62)
Amortization of net loss 3 2 5
Settlements (19) (27)
Amortization of prior service credit (4) (3) (3)
Administrative expenses (6) (4)
Curtailment credit (1) — —
Other (2) —
Settlement costs 3 5 8
Foreign currency translation (1) 27
Net periodic benefit cost $ 12 $ 11 $ 12
Fair value of plan assets at the end of the year $ 1,033 $ 1,061
Funded status at the end of the year $ (194) $ (163)
Actuarial losses resulting in an increase of the benefit obligation were primarily due to lower than expected asset
returns mainly in the U.S., UK, Switzerland, and Ireland. Liability assumption losses for fiscal year 2024 were caused by a
reduction in discount rates in the majority of territories, and an increase in the inflation assumption for the UK and Switzerland.
The weighted average decrease in discount rates for the Company's pension plans was (0.1)% for the fiscal year ended June 30,
2024 and a weighted average increase of 0.5% for the fiscal year ended June 30, 2023. The losses were partially offset by the
lower inflation rate assumption in the European Union in fiscal year 2024.
The following table provides information for defined benefit plans with a projected benefit obligation in excess of plan
assets:
($ in millions) June 30, 2024 June 30, 2023
Projected benefit obligation $ 808 $ 832
Fair value of plan assets 580 601
77 78 Amcor Annual Report 2024
Form 10-K 94
The following table provides information for defined benefit plans with an accumulated benefit obligation in excess of Weighted-average assumptions used to determine net periodic benefit cost were:
plan assets:
Years ended June 30,
($ in millions) June 30, 2024 June 30, 2023 2024 2023 2022
Accumulated benefit obligation $ 786 $ 799 Discount rate 4.3 % 3.8 % 2.1 %
Fair value of plan assets 574 589 Rate of compensation increase 1.9 % 2.3 % 1.7 %
Expected long-term rate of return on plan assets 5.5 % 4.4 % 3.8 %
The following table provides information as to how the funded status is recognized in the consolidated balance sheets:
Where funded, the Company and, in some countries, the employees make cash contributions into the pension funds. In
($ in millions) June 30, 2024 June 30, 2023
the case of unfunded plans, the Company is responsible for benefit payments as they fall due. Plan funding requirements are
Non-current assets - Employee benefit assets $ 34 $ 67
generally determined by local regulation and/or best practice and differ between countries. The local statutory funding positions
Current liabilities - Other current liabilities (11) (6) are not necessarily consistent with the funded status disclosed on the consolidated balance sheets. For any funded plans in
Non-current liabilities - Employee benefit obligations (217) (224) deficit (as measured under local country guidelines), the Company agrees with the trustees and plan fiduciaries to undertake
suitable funding programs to provide additional contributions over time in accordance with local country requirements.
Funded status $ (194) $ (163)
Contributions to the Company's defined benefit pension plans, not including unfunded plans, are expected to be $32 million
over the next fiscal year.
Amounts recognized in other comprehensive (income)/loss are as follows:
Years ended June 30, The following benefit payments for the succeeding five fiscal years and thereafter, which reflect expected future
service, as appropriate, are expected to be paid:
($ in millions) 2024 2023 2022
Changes in plan assets and benefit obligations recognized in other ($ in millions)
comprehensive (income)/loss:
2025 $ 72
Net actuarial loss/(gain) occurring during the year $ 57 $ 65 $ (91)
2026 75
Net prior service loss/(gain) occurring during the year 1 (4) 1
2027 77
Amortization of actuarial loss (3) (2) (5)
2028 77
Gain recognized due to settlement/curtailment (2) (4) (8)
2029 77
Amortization of prior service credit 4 3 3
2030-2034 394
Loss on divestiture — — (1)
Foreign currency translation — 3 (14)
The ERISA Benefit Plan Committee in the United States, the Pension Plan Committee in Switzerland, and the Trustees
Tax effect (12) (11) 21 of the pension plans in UK establish investment policies, investment strategies, allocation strategies, and investment risk
Total recognized in other comprehensive (income)/loss $ 45 $ 50 $ (94) profiles for the Company's pension plan assets and are required to consult with the Company on changes to their investment
policy. In developing the expected long-term rate of return on plan assets at each measurement date, the Company considers the
plan assets' historical returns, asset allocations, and the anticipated future economic environment and long-term performance of
Amounts in AOCI that have not yet been recognized as net periodic benefit cost are as follows:
the asset classes. While appropriate consideration is given to recent and historical investment performance, the assumption
June 30, represents management's best estimate of the long-term prospective return.
($ in millions) 2024 2023 2022
The pension plan assets measured at fair value were as follows:
Net prior service credit $ (13) $ (17) $ (15)
Net actuarial loss 181 128 65 June 30, 2024
Accumulated other comprehensive loss at the end of the year $ 168 $ 111 $ 50 ($ in millions) Level 1 Level 2 Level 3 Total
Equity securities $ 100 $ 29 $ — $ 129
Weighted-average assumptions used to determine benefit obligations were: Debt securities 104 251 — 355
Real estate 7 100 — 107
June 30,
Insurance contracts — — 258 258
2024 2023 2022
Cash and cash equivalents 140 11 — 151
Discount rate 4.2 % 4.3 % 3.8 %
Other 5 20 8 33
Rate of compensation increase 1.9 % 1.9 % 2.3 %
Total $ 356 $ 411 $ 266 $ 1,033
79 Amcor Annual Report 2024 80
Form 10-K 95
The following table provides information for defined benefit plans with an accumulated benefit obligation in excess of Weighted-average assumptions used to determine net periodic benefit cost were:
plan assets:
Years ended June 30,
($ in millions) June 30, 2024 June 30, 2023 2024 2023 2022
Accumulated benefit obligation $ 786 $ 799 Discount rate 4.3 % 3.8 % 2.1 %
Fair value of plan assets 574 589 Rate of compensation increase 1.9 % 2.3 % 1.7 %
Expected long-term rate of return on plan assets 5.5 % 4.4 % 3.8 %
The following table provides information as to how the funded status is recognized in the consolidated balance sheets:
Where funded, the Company and, in some countries, the employees make cash contributions into the pension funds. In
($ in millions) June 30, 2024 June 30, 2023
the case of unfunded plans, the Company is responsible for benefit payments as they fall due. Plan funding requirements are
Non-current assets - Employee benefit assets $ 34 $ 67
generally determined by local regulation and/or best practice and differ between countries. The local statutory funding positions
Current liabilities - Other current liabilities (11) (6) are not necessarily consistent with the funded status disclosed on the consolidated balance sheets. For any funded plans in
Non-current liabilities - Employee benefit obligations (217) (224) deficit (as measured under local country guidelines), the Company agrees with the trustees and plan fiduciaries to undertake
suitable funding programs to provide additional contributions over time in accordance with local country requirements.
Funded status $ (194) $ (163)
Contributions to the Company's defined benefit pension plans, not including unfunded plans, are expected to be $32 million
over the next fiscal year.
Amounts recognized in other comprehensive (income)/loss are as follows:
Years ended June 30, The following benefit payments for the succeeding five fiscal years and thereafter, which reflect expected future
service, as appropriate, are expected to be paid:
($ in millions) 2024 2023 2022
Changes in plan assets and benefit obligations recognized in other ($ in millions)
comprehensive (income)/loss:
2025 $ 72
Net actuarial loss/(gain) occurring during the year $ 57 $ 65 $ (91)
2026 75
Net prior service loss/(gain) occurring during the year 1 (4) 1
2027 77
Amortization of actuarial loss (3) (2) (5)
2028 77
Gain recognized due to settlement/curtailment (2) (4) (8)
2029 77
Amortization of prior service credit 4 3 3
2030-2034 394
Loss on divestiture — — (1)
Foreign currency translation — 3 (14)
The ERISA Benefit Plan Committee in the United States, the Pension Plan Committee in Switzerland, and the Trustees
Tax effect (12) (11) 21 of the pension plans in UK establish investment policies, investment strategies, allocation strategies, and investment risk
Total recognized in other comprehensive (income)/loss $ 45 $ 50 $ (94) profiles for the Company's pension plan assets and are required to consult with the Company on changes to their investment
policy. In developing the expected long-term rate of return on plan assets at each measurement date, the Company considers the
plan assets' historical returns, asset allocations, and the anticipated future economic environment and long-term performance of
Amounts in AOCI that have not yet been recognized as net periodic benefit cost are as follows:
the asset classes. While appropriate consideration is given to recent and historical investment performance, the assumption
June 30, represents management's best estimate of the long-term prospective return.
($ in millions) 2024 2023 2022
The pension plan assets measured at fair value were as follows:
Net prior service credit $ (13) $ (17) $ (15)
Net actuarial loss 181 128 65 June 30, 2024
Accumulated other comprehensive loss at the end of the year $ 168 $ 111 $ 50 ($ in millions) Level 1 Level 2 Level 3 Total
Equity securities $ 100 $ 29 $ — $ 129
Weighted-average assumptions used to determine benefit obligations were: Debt securities 104 251 — 355
Real estate 7 100 — 107
June 30,
Insurance contracts — — 258 258
2024 2023 2022
Cash and cash equivalents 140 11 — 151
Discount rate 4.2 % 4.3 % 3.8 %
Other 5 20 8 33
Rate of compensation increase 1.9 % 1.9 % 2.3 %
Total $ 356 $ 411 $ 266 $ 1,033
79 80 Amcor Annual Report 2024
Form 10-K 96
June 30, 2023 Note 13 - Debt
($ in millions) Level 1 Level 2 Level 3 Total
Long-Term Debt
Equity securities $ 114 $ 54 $ — $ 168
Debt securities 77 405 — 482
The following table summarizes the carrying value of long-term debt as of June 30, 2024, and 2023, respectively:
Real estate 7 105 — 112
June 30,
Insurance contracts — — 192 192
($ in millions) Maturities Interest rates 2024 2023
Cash and cash equivalents 58 13 — 71
Term debt
Other 5 22 9 36
U.S. dollar notes, $500 million (3) May 2025 4.00 % $ 500 $ 500
Total $ 261 $ 599 $ 201 $ 1,061
U.S. dollar notes, $600 million Apr 2026 3.63 % 600 600
U.S. dollar notes, $300 million Sep 2026 3.10 % 300 300
Equity securities: Valued primarily at the closing prices reported in the active market in which the individual securities are Euro bonds, €500 million Jun 2027 1.13 % 535 543
traded (Level 1); or based on significant observable inputs such as fund values provided by the independent fund administrators U.S. dollar notes, $500 million May 2028 4.50 % 500 500
(Level 2).
U.S. dollar notes, $500 million (1) May 2029 5.45 % 500 —
U.S. dollar notes, $500 million Jun 2030 2.63 % 500 500
Debt securities: Consists of government and corporate debt securities, valued at the closing prices reported in the active market
in which the individual securities are traded (Level 1); or based on observable inputs such as fund values provided by U.S. dollar notes, $800 million May 2031 2.69 % 800 800
independent fund administrators, pricing of similar agency issues, reported trades, broker/dealer quotes, issuer spread, live Euro notes, €500 million (2) May 2032 3.95 % 535 —
trading feeds from several vendors, and benchmark yields (Level 2). Inputs may be prioritized differently at certain times based
U.S. dollar notes, $500 million May 2033 5.63 % 500 500
on market conditions.
Total term debt $ 5,270 $ 4,243
Real estate: Valued at the closing prices reported in the active market in which the individual securities are traded (Level 1); or
Bank loans $ 25 $ 22
based on observable inputs such as fund values provided by independent fund administrators (Level 2).
Commercial paper (3) 1,386 2,445
Insurance contracts: Valued based on the present value of the underlying insured liabilities (Level 3). Other loans (4) 20 33
Finance lease obligations 43 50
Cash and cash equivalents: Consists of cash on deposit with brokers and short-term money market funds, shown net of
Fair value hedge accounting adjustments (5) (92) (96)
receivables and payables for securities traded at period end but not yet settled (Level 1) and cash indirectly held across
investment funds (Level 2). All cash and cash equivalents are stated at cost, which approximates fair value. Unamortized discounts and debt issuance costs (37) (31)
Total debt $ 6,615 $ 6,666
Other:
Less: current portion (12) (13)
Total long-term debt $ 6,603 $ 6,653
Level 1: Derivatives valued at the closing prices reported in the active market.
(1) On May 21, 2024, the Company issued U.S. dollar notes with an aggregate principal amount of $500 million and a contractual
Level 2: Assets held in diversified growth funds, pooled funds, financing funds, and derivatives, where the values of maturity in May 2029. The notes pay a coupon of 5.45% per annum, payable semi-annually in arrears. The notes are unsecured
senior obligations of the Company and are fully and unconditionally guaranteed by the Company and certain of its subsidiaries.
the assets are determined by the investment managers or other independent third parties, based on observable inputs.
(2) On May 22, 2024, the Company issued Euro notes with an aggregate principal amount of €500 million and a contractual maturity in
May 2032. The notes pay a coupon of 3.95% per annum, payable annually in arrears. The notes are unsecured senior obligations of
Level 3: Indemnified plan assets and pooled funds (equity, credit, macro-orientated, multi-strategy, cash, and other).
the Company and are fully and unconditionally guaranteed by the Company and certain of its subsidiaries.
The values of indemnified plan assets are determined based on the value of the liabilities that the assets cover. The
(3) Indicates debt which has been classified as long-term liabilities in accordance with the Company’s ability and intent to refinance
value of the pooled funds is calculated by the investment managers based on the net asset values of the underlying such obligations on a long-term basis.
portfolios. (4) Fiscal year 2023 includes other loans of $12 million which were classified as long-term liabilities in accordance with the
Company’s ability and intent to refinance such obligations on a long-term basis.
The following table sets forth a summary of changes in the value of the Company's Level 3 plan assets: (5) Relates to fair value hedge basis adjustments relating to interest rate hedging.
($ in millions) The following table summarizes the contractual maturities of the Company's long-term debt, including current
maturities (excluding payments for finance leases) as of June 30, 2024, for the succeeding five fiscal years:
Balance as of June 30, 2023 $ 201
($ in millions)
Actual return on plan assets 82
2025 $ 501
Purchases, sales, and settlements (11)
2026 (1) 797
Transfer out of Level 3 (5)
2027 (2) 2,028
Foreign currency translation (1)
2028 503
Balance as of June 30, 2024 $ 266
2029 501
(1) Commercial paper denominated in U.S. dollars is classified as maturing in 2026, supported by the 3-year syndicated facility, with
one 12-month option available to the Company to extend the maturity date.
(2) Commercial paper denominated in Euros is classified as maturing in 2027, supported by the 5-year syndicated facility, with two 12-
month options available to the Company to extend the maturity date.
81 Amcor Annual Report 2024 82
Form 10-K 97
June 30, 2023 Note 13 - Debt
($ in millions) Level 1 Level 2 Level 3 Total
Long-Term Debt
Equity securities $ 114 $ 54 $ — $ 168
Debt securities 77 405 — 482
The following table summarizes the carrying value of long-term debt as of June 30, 2024, and 2023, respectively:
Real estate 7 105 — 112
June 30,
Insurance contracts — — 192 192
($ in millions) Maturities Interest rates 2024 2023
Cash and cash equivalents 58 13 — 71
Term debt
Other 5 22 9 36
U.S. dollar notes, $500 million (3) May 2025 4.00 % $ 500 $ 500
Total $ 261 $ 599 $ 201 $ 1,061
U.S. dollar notes, $600 million Apr 2026 3.63 % 600 600
U.S. dollar notes, $300 million Sep 2026 3.10 % 300 300
Equity securities: Valued primarily at the closing prices reported in the active market in which the individual securities are Euro bonds, €500 million Jun 2027 1.13 % 535 543
traded (Level 1); or based on significant observable inputs such as fund values provided by the independent fund administrators U.S. dollar notes, $500 million May 2028 4.50 % 500 500
(Level 2).
U.S. dollar notes, $500 million (1) May 2029 5.45 % 500 —
U.S. dollar notes, $500 million Jun 2030 2.63 % 500 500
Debt securities: Consists of government and corporate debt securities, valued at the closing prices reported in the active market
in which the individual securities are traded (Level 1); or based on observable inputs such as fund values provided by U.S. dollar notes, $800 million May 2031 2.69 % 800 800
independent fund administrators, pricing of similar agency issues, reported trades, broker/dealer quotes, issuer spread, live Euro notes, €500 million (2) May 2032 3.95 % 535 —
trading feeds from several vendors, and benchmark yields (Level 2). Inputs may be prioritized differently at certain times based
U.S. dollar notes, $500 million May 2033 5.63 % 500 500
on market conditions.
Total term debt $ 5,270 $ 4,243
Real estate: Valued at the closing prices reported in the active market in which the individual securities are traded (Level 1); or
Bank loans $ 25 $ 22
based on observable inputs such as fund values provided by independent fund administrators (Level 2).
Commercial paper (3) 1,386 2,445
Insurance contracts: Valued based on the present value of the underlying insured liabilities (Level 3). Other loans (4) 20 33
Finance lease obligations 43 50
Cash and cash equivalents: Consists of cash on deposit with brokers and short-term money market funds, shown net of
Fair value hedge accounting adjustments (5) (92) (96)
receivables and payables for securities traded at period end but not yet settled (Level 1) and cash indirectly held across
investment funds (Level 2). All cash and cash equivalents are stated at cost, which approximates fair value. Unamortized discounts and debt issuance costs (37) (31)
Total debt $ 6,615 $ 6,666
Other:
Less: current portion (12) (13)
Total long-term debt $ 6,603 $ 6,653
Level 1: Derivatives valued at the closing prices reported in the active market.
(1) On May 21, 2024, the Company issued U.S. dollar notes with an aggregate principal amount of $500 million and a contractual
Level 2: Assets held in diversified growth funds, pooled funds, financing funds, and derivatives, where the values of maturity in May 2029. The notes pay a coupon of 5.45% per annum, payable semi-annually in arrears. The notes are unsecured
senior obligations of the Company and are fully and unconditionally guaranteed by the Company and certain of its subsidiaries.
the assets are determined by the investment managers or other independent third parties, based on observable inputs.
(2) On May 22, 2024, the Company issued Euro notes with an aggregate principal amount of €500 million and a contractual maturity in
May 2032. The notes pay a coupon of 3.95% per annum, payable annually in arrears. The notes are unsecured senior obligations of
Level 3: Indemnified plan assets and pooled funds (equity, credit, macro-orientated, multi-strategy, cash, and other).
the Company and are fully and unconditionally guaranteed by the Company and certain of its subsidiaries.
The values of indemnified plan assets are determined based on the value of the liabilities that the assets cover. The
(3) Indicates debt which has been classified as long-term liabilities in accordance with the Company’s ability and intent to refinance
value of the pooled funds is calculated by the investment managers based on the net asset values of the underlying such obligations on a long-term basis.
portfolios. (4) Fiscal year 2023 includes other loans of $12 million which were classified as long-term liabilities in accordance with the
Company’s ability and intent to refinance such obligations on a long-term basis.
The following table sets forth a summary of changes in the value of the Company's Level 3 plan assets: (5) Relates to fair value hedge basis adjustments relating to interest rate hedging.
($ in millions) The following table summarizes the contractual maturities of the Company's long-term debt, including current
maturities (excluding payments for finance leases) as of June 30, 2024, for the succeeding five fiscal years:
Balance as of June 30, 2023 $ 201
($ in millions)
Actual return on plan assets 82
2025 $ 501
Purchases, sales, and settlements (11)
2026 (1) 797
Transfer out of Level 3 (5)
2027 (2) 2,028
Foreign currency translation (1)
2028 503
Balance as of June 30, 2024 $ 266
2029 501
(1) Commercial paper denominated in U.S. dollars is classified as maturing in 2026, supported by the 3-year syndicated facility, with
one 12-month option available to the Company to extend the maturity date.
(2) Commercial paper denominated in Euros is classified as maturing in 2027, supported by the 5-year syndicated facility, with two 12-
month options available to the Company to extend the maturity date.
81 82 Amcor Annual Report 2024
Form 10-K 98
Short-Term Debt
Bank and other loans
Short-term debt is generally used to fund working capital requirements. The Company has classified commercial paper
The Company has entered into syndicated and bilateral multi-currency credit facilities with financial institutions. On as long-term as of June 30, 2024, in accordance with the Company’s ability and intent to refinance such obligations on a long-
April 26, 2022, the Company entered into three- and five-year syndicated facility agreements that each provided a revolving term basis.
credit facility of $1.9 billion, or $3.8 billion in total. On April 23, 2024, the Company extended the maturity of its three-year
facility by one year until April 2026. The three-year syndicated facility agreement will be reduced from $1.9 billion to The following table summarizes the carrying value of short-term debt as of June 30, 2024, and 2023, respectively:
$1.7 billion effective April 2025. The Company's five-year syndicated credit facility matures in April 2027 and provides a
June 30,
revolving credit facility of $1.9 billion. The three-year facility has one 12-month option available to the Company to extend the
($ in millions) 2024 2023
maturity date and the five-year facility has two 12-month options available to the Company to extend the maturity date.
Bank loans $ 57 $ 13
The facilities are unsecured and the agreements include customary terms and conditions for a syndicated facility of this Secured borrowings 3 —
nature.
Bank overdrafts 24 67
Total short-term debt $ 84 $ 80
Interest charged on borrowings under the credit facilities is based on the applicable market rate plus the applicable
margin. As of June 30, 2024, and 2023, the Company's credit facilities amounted to $3.8 billion.
As of June 30, 2024, the Company paid a weighted-average interest rate of 5.39% per annum on short-term debt,
As of June 30, 2024, and 2023, the Company had $2.4 billion and $1.3 billion of undrawn commitments, respectively.
payable at maturity. As of June 30, 2023, the Company paid a weighted-average interest rate of 3.98% per annum, payable at
The Company incurs facility fees of 0.125% on the undrawn commitments. Such facility fees incurred were immaterial in the
maturity.
fiscal years ended June 30, 2024, 2023, and 2022, respectively.
As of June 30, 2024, and 2023, land and buildings with a carrying value of $37 million and $38 million, respectively,
have been pledged as security for bank and other loans.
Redemption of term debt
The Company may redeem its long-term debt, in whole or in part, at any time or from time to time prior to its maturity.
The redemption prices typically represent 100% of the principal amount of the relevant debt plus any accrued and unpaid
interest. In addition, for notes that are redeemed by the Company before their stated permitted redemption date, a make-whole
premium is payable.
Priority, Guarantees, and Financial Covenants
All the notes are general unsecured senior obligations of the Company and are fully and unconditionally guaranteed on
a joint and several basis by certain existing subsidiaries that guarantee its other indebtedness.
The Company's primary bank debt facilities and notes are unsecured and subject to negative pledge arrangements
limiting the amount of secured indebtedness the Company can incur to 10.0% of total tangible assets, subject to some
exceptions and variations by facility. The Company is required to satisfy certain financial covenants pursuant to its bank debt
facilities, which are tested as of the last day of each quarterly and annual financial period. The covenants require the Company
to maintain a leverage ratio of not higher than 3.9 times, which is calculated as total net debt divided by Adjusted EBITDA. As
of June 30, 2024, and 2023, the Company was in compliance with all debt covenants.
83 Amcor Annual Report 2024 84
Form 10-K 99
Short-Term Debt
Bank and other loans
Short-term debt is generally used to fund working capital requirements. The Company has classified commercial paper
The Company has entered into syndicated and bilateral multi-currency credit facilities with financial institutions. On as long-term as of June 30, 2024, in accordance with the Company’s ability and intent to refinance such obligations on a long-
April 26, 2022, the Company entered into three- and five-year syndicated facility agreements that each provided a revolving term basis.
credit facility of $1.9 billion, or $3.8 billion in total. On April 23, 2024, the Company extended the maturity of its three-year
facility by one year until April 2026. The three-year syndicated facility agreement will be reduced from $1.9 billion to The following table summarizes the carrying value of short-term debt as of June 30, 2024, and 2023, respectively:
$1.7 billion effective April 2025. The Company's five-year syndicated credit facility matures in April 2027 and provides a
June 30,
revolving credit facility of $1.9 billion. The three-year facility has one 12-month option available to the Company to extend the
($ in millions) 2024 2023
maturity date and the five-year facility has two 12-month options available to the Company to extend the maturity date.
Bank loans $ 57 $ 13
The facilities are unsecured and the agreements include customary terms and conditions for a syndicated facility of this Secured borrowings 3 —
nature.
Bank overdrafts 24 67
Total short-term debt $ 84 $ 80
Interest charged on borrowings under the credit facilities is based on the applicable market rate plus the applicable
margin. As of June 30, 2024, and 2023, the Company's credit facilities amounted to $3.8 billion.
As of June 30, 2024, the Company paid a weighted-average interest rate of 5.39% per annum on short-term debt,
As of June 30, 2024, and 2023, the Company had $2.4 billion and $1.3 billion of undrawn commitments, respectively.
payable at maturity. As of June 30, 2023, the Company paid a weighted-average interest rate of 3.98% per annum, payable at
The Company incurs facility fees of 0.125% on the undrawn commitments. Such facility fees incurred were immaterial in the
maturity.
fiscal years ended June 30, 2024, 2023, and 2022, respectively.
As of June 30, 2024, and 2023, land and buildings with a carrying value of $37 million and $38 million, respectively,
have been pledged as security for bank and other loans.
Redemption of term debt
The Company may redeem its long-term debt, in whole or in part, at any time or from time to time prior to its maturity.
The redemption prices typically represent 100% of the principal amount of the relevant debt plus any accrued and unpaid
interest. In addition, for notes that are redeemed by the Company before their stated permitted redemption date, a make-whole
premium is payable.
Priority, Guarantees, and Financial Covenants
All the notes are general unsecured senior obligations of the Company and are fully and unconditionally guaranteed on
a joint and several basis by certain existing subsidiaries that guarantee its other indebtedness.
The Company's primary bank debt facilities and notes are unsecured and subject to negative pledge arrangements
limiting the amount of secured indebtedness the Company can incur to 10.0% of total tangible assets, subject to some
exceptions and variations by facility. The Company is required to satisfy certain financial covenants pursuant to its bank debt
facilities, which are tested as of the last day of each quarterly and annual financial period. The covenants require the Company
to maintain a leverage ratio of not higher than 3.9 times, which is calculated as total net debt divided by Adjusted EBITDA. As
of June 30, 2024, and 2023, the Company was in compliance with all debt covenants.
83 84 Amcor Annual Report 2024
Form 10-K 100
Note 14 - Leases Supplemental cash flow information related to leases:
Years ended June 30,
The components of lease expense are as follows:
($ in millions) 2024 2023 2022
Cash paid for amounts included in the measurement of lease liabilities:
Years ended June 30,
Operating cash flows from operating leases $ 127 $ 118 $ 122
($ in millions) 2024 2023 2022
Operating cash flows from finance leases 1 2 1
Operating lease expense (1) $ 135 $ 127 $ 130
Financing cash flows from finance leases 11 11 5
Short-term and variable lease expense (2) 14 21 17
Lease assets obtained in exchange for new lease obligations:
Finance lease expense
Operating leases $ 44 $ 26 $ 55
Amortization of right-of-use assets (2) 4 4 2
Finance leases 3 — 34
Interest on lease liabilities (3) 1 2 1
Other non-cash modifications to lease assets:
Total lease expense $ 154 $ 154 $ 150 Operating leases 73 33 88
(1) Included in both cost of sales and selling, general, and administrative expenses
(2) Included primarily in cost of sales The following table presents the maturities of the Company's lease liabilities recorded on the consolidated balance
(3) Included in interest expense sheets as of June 30, 2024:
($ in millions) Operating Leases Finance Leases
The Company's leases do not contain any material residual value guarantees or material restrictive covenants. As of
Fiscal year 2025 $ 132 $ 12
June 30, 2024, the Company does not have material lease commitments that have not commenced.
Fiscal year 2026 121 7
Supplemental balance sheet information related to leases: Fiscal year 2027 104 3
June 30, Fiscal year 2028 92 2
($ in millions) Balance Sheet Location 2024 2023
Fiscal year 2029 74 2
Assets
Thereafter 182 24
Operating lease right-of-use assets, net Operating lease assets $ 567 $ 533
Total lease payments 705 50
Finance lease assets (1) Property, plant, and equipment, net 57 57
Less: imputed interest (103) (7)
Total lease assets $ 624 $ 590
Total lease liabilities $ 602 $ 43
Liabilities
The weighted-average remaining lease term and discount rate are as follows:
Operating leases:
June 30,
Current operating lease liabilities Other current liabilities $ 114 $ 101
2024 2023
Non-current operating lease liabilities Operating lease liabilities 488 463 Weighted-average remaining lease term (in years):
Finance leases:
Operating leases 7.2 8.0
Current finance lease liabilities Current portion of long-term debt 11 10 Finance leases 10.5 10.3
Non-current finance lease liabilities Long-term debt, less current portion 32 40
Total lease liabilities $ 645 $ 614 Weighted-average discount rate:
(1) Finance lease assets are recorded net of accumulated amortization of $11 million and $12 million as of June 30, 2024 and 2023, Operating leases 4.1 % 3.6 %
respectively.
Finance leases 3.0 % 3.0 %
85 Amcor Annual Report 2024 86
Form 10-K 101
Note 14 - Leases Supplemental cash flow information related to leases:
Years ended June 30,
The components of lease expense are as follows:
($ in millions) 2024 2023 2022
Cash paid for amounts included in the measurement of lease liabilities:
Years ended June 30,
Operating cash flows from operating leases $ 127 $ 118 $ 122
($ in millions) 2024 2023 2022
Operating cash flows from finance leases 1 2 1
Operating lease expense (1) $ 135 $ 127 $ 130
Financing cash flows from finance leases 11 11 5
Short-term and variable lease expense (2) 14 21 17
Lease assets obtained in exchange for new lease obligations:
Finance lease expense
Operating leases $ 44 $ 26 $ 55
Amortization of right-of-use assets (2) 4 4 2
Finance leases 3 — 34
Interest on lease liabilities (3) 1 2 1
Other non-cash modifications to lease assets:
Total lease expense $ 154 $ 154 $ 150 Operating leases 73 33 88
(1) Included in both cost of sales and selling, general, and administrative expenses
(2) Included primarily in cost of sales The following table presents the maturities of the Company's lease liabilities recorded on the consolidated balance
(3) Included in interest expense sheets as of June 30, 2024:
($ in millions) Operating Leases Finance Leases
The Company's leases do not contain any material residual value guarantees or material restrictive covenants. As of
Fiscal year 2025 $ 132 $ 12
June 30, 2024, the Company does not have material lease commitments that have not commenced.
Fiscal year 2026 121 7
Supplemental balance sheet information related to leases: Fiscal year 2027 104 3
June 30, Fiscal year 2028 92 2
($ in millions) Balance Sheet Location 2024 2023
Fiscal year 2029 74 2
Assets
Thereafter 182 24
Operating lease right-of-use assets, net Operating lease assets $ 567 $ 533
Total lease payments 705 50
Finance lease assets (1) Property, plant, and equipment, net 57 57
Less: imputed interest (103) (7)
Total lease assets $ 624 $ 590
Total lease liabilities $ 602 $ 43
Liabilities
The weighted-average remaining lease term and discount rate are as follows:
Operating leases:
June 30,
Current operating lease liabilities Other current liabilities $ 114 $ 101
2024 2023
Non-current operating lease liabilities Operating lease liabilities 488 463 Weighted-average remaining lease term (in years):
Finance leases:
Operating leases 7.2 8.0
Current finance lease liabilities Current portion of long-term debt 11 10 Finance leases 10.5 10.3
Non-current finance lease liabilities Long-term debt, less current portion 32 40
Total lease liabilities $ 645 $ 614 Weighted-average discount rate:
(1) Finance lease assets are recorded net of accumulated amortization of $11 million and $12 million as of June 30, 2024 and 2023, Operating leases 4.1 % 3.6 %
respectively.
Finance leases 3.0 % 3.0 %
85 86 Amcor Annual Report 2024
Form 10-K 102
Note 15 - Shareholders' Equity The changes in the components of accumulated other comprehensive loss during the fiscal years ended June 30, 2024,
2023, and 2022 were as follows:
The changes in ordinary and treasury shares during fiscal years 2024, 2023, and 2022, were as follows:
Foreign Net
Total Accumulated
Currency Investment Effective
Ordinary Shares Treasury Shares Other
Translation Hedge Pension Derivatives
Comprehensive
Number of Number of
($ in millions) (Net of Tax) (Net of Tax) (Net of Tax) (Net of Tax) Loss
(shares and $ in millions) Shares Amount Shares Amount
Balance as of June 30, 2021 $ (691) $ (13) $ (54) $ (8) $ (766)
Balance as of June 30, 2021 1,538 $ 15 3 $ (29)
Other comprehensive income / (loss)
Share buyback/cancellations (49) — — —
before reclassifications (220) — 85 6 (129)
Options exercised and shares vested — — (13) 154
Amounts reclassified from
Purchase of treasury shares — — 12 (143) accumulated other comprehensive
Balance as of June 30, 2022 1,489 15 2 (18) loss 19 — 9 (13) 15
Net current period other
Share buyback/cancellations (41) (1) — —
comprehensive income / (loss) (201) — 94 (7) (114)
Options exercised and shares vested — — (19) 227
Balance as of June 30, 2022 (892) (13) 40 (15) (880)
Purchase of treasury shares — — 18 (221)
Other comprehensive loss before
Balance as of June 30, 2023 1,448 14 1 (12) reclassifications (9) — (53) (4) (66)
Share buyback/cancellations (3) — — — Amounts reclassified from
accumulated other comprehensive
Shares vested — — (4) 49
loss 78 — 3 3 84
Purchase of treasury shares — — 4 (48)
Net current period other
Balance as of June 30, 2024 1,445 $ 14 1 $ (11) comprehensive income / (loss) 69 — (50) (1) 18
Balance as of June 30, 2023 (823) (13) (10) (16) (862)
Other comprehensive loss before
reclassifications (108) — (46) (9) (163)
Amounts reclassified from
accumulated other comprehensive
loss — — 1 4 5
Net current period other
comprehensive income/(loss) (108) — (45) (5) (158)
Balance as of June 30, 2024 $ (931) $ (13) $ (55) $ (21) $ (1,020)
87 Amcor Annual Report 2024 88
Form 10-K 103
Note 15 - Shareholders' Equity The changes in the components of accumulated other comprehensive loss during the fiscal years ended June 30, 2024,
2023, and 2022 were as follows:
The changes in ordinary and treasury shares during fiscal years 2024, 2023, and 2022, were as follows:
Foreign Net
Total Accumulated
Currency Investment Effective
Ordinary Shares Treasury Shares Other
Translation Hedge Pension Derivatives
Comprehensive
Number of Number of
($ in millions) (Net of Tax) (Net of Tax) (Net of Tax) (Net of Tax) Loss
(shares and $ in millions) Shares Amount Shares Amount
Balance as of June 30, 2021 $ (691) $ (13) $ (54) $ (8) $ (766)
Balance as of June 30, 2021 1,538 $ 15 3 $ (29)
Other comprehensive income / (loss)
Share buyback/cancellations (49) — — —
before reclassifications (220) — 85 6 (129)
Options exercised and shares vested — — (13) 154
Amounts reclassified from
Purchase of treasury shares — — 12 (143) accumulated other comprehensive
Balance as of June 30, 2022 1,489 15 2 (18) loss 19 — 9 (13) 15
Net current period other
Share buyback/cancellations (41) (1) — —
comprehensive income / (loss) (201) — 94 (7) (114)
Options exercised and shares vested — — (19) 227
Balance as of June 30, 2022 (892) (13) 40 (15) (880)
Purchase of treasury shares — — 18 (221)
Other comprehensive loss before
Balance as of June 30, 2023 1,448 14 1 (12) reclassifications (9) — (53) (4) (66)
Share buyback/cancellations (3) — — — Amounts reclassified from
accumulated other comprehensive
Shares vested — — (4) 49
loss 78 — 3 3 84
Purchase of treasury shares — — 4 (48)
Net current period other
Balance as of June 30, 2024 1,445 $ 14 1 $ (11) comprehensive income / (loss) 69 — (50) (1) 18
Balance as of June 30, 2023 (823) (13) (10) (16) (862)
Other comprehensive loss before
reclassifications (108) — (46) (9) (163)
Amounts reclassified from
accumulated other comprehensive
loss — — 1 4 5
Net current period other
comprehensive income/(loss) (108) — (45) (5) (158)
Balance as of June 30, 2024 $ (931) $ (13) $ (55) $ (21) $ (1,020)
87 88 Amcor Annual Report 2024
Form 10-K 104
The following tables provide details of amounts reclassified from accumulated other comprehensive loss: Note 16 - Income Taxes
For the years ended June 30,
Amcor plc is a tax resident of the United Kingdom of Great Britain and Northern Ireland ("UK").
($ in millions) 2024 2023 2022
Pension: The components of income before income taxes and equity in loss of affiliated companies were as follows:
Amortization of prior service credit $ (4) $ (3) $ (3) Years ended June 30,
Amortization of actuarial loss 3 2 5 ($ in millions) 2024 2023 2022
Loss on divestiture — — 1 Domestic (UK) $ (108) $ 82 $ (58)
Effect of pension settlement/curtailment 2 4 8 Foreign 1,015 1,169 1,173
Total before tax effect 1 3 11 Total income before income taxes and equity in loss of affiliated companies $ 907 $ 1,251 $ 1,115
Tax effect on amounts reclassified into earnings — — (2)
Income tax expense consisted of the following:
Total net of tax $ 1 $ 3 $ 9
Years ended June 30,
($ in millions) 2024 2023 2022
(Gains)/losses on cash flow hedges:
Current tax:
Commodity contracts $ 2 $ (2) $ (20)
Domestic (UK) $ 2 $ 3 $ 2
Forward exchange contracts (1) 2 —
Foreign 198 247 331
Treasury locks 3 3 3
Total current tax 200 250 333
Total before tax effect 4 3 (17)
Deferred tax:
Tax effect on amounts reclassified into earnings — — 4
Domestic (UK) 18 (6) (10)
Total net of tax $ 4 $ 3 $ (13)
Foreign (55) (51) (23)
Total deferred tax (37) (57) (33)
Losses on foreign currency translation:
Income tax expense $ 163 $ 193 $ 300
Foreign currency translation adjustment (1) $ — $ 78 $ 19
Total before tax effect — 78 19
The following is a reconciliation of income tax computed at the UK statutory tax rate of 25.0%, 20.5%, and 19.0% for
Tax effect on amounts reclassified into earnings — — —
fiscal years 2024, 2023, and 2022, respectively, to income tax expense.
Total net of tax $ — $ 78 $ 19
Years ended June 30,
(1) During the fiscal year ended June 30, 2023, the Company disposed of its Russian business and certain non-core operations and
($ in millions) 2024 2023 2022
transferred $73 million and $5 million, respectively, of accumulated foreign currency translation from accumulated other
comprehensive loss to earnings. During the fiscal year ended June 30, 2022, the Company effectively disposed of a non-core Income tax expense at statutory rate $ 226 $ 256 $ 212
business and transferred $19 million of accumulated foreign currency translation from accumulated other comprehensive loss to Foreign tax rate differential (3) 54 43
earnings. Refer to Note 5, "Acquisitions and Divestitures" for further information.
Capital gain on the sale of the Russian business — (63) —
Forward contracts to purchase own shares Non-deductible expenses, non-taxable items, net (6) 16 (2)
Change in valuation allowance 3 (7) 4
The Company's employee share plans require the delivery of shares to employees in the future when rights vest or
Uncertain tax positions, net (51) (39) 62
vested options are exercised. The Company currently acquires shares on the open market to deliver shares to employees to
Other (1) (6) (24) (19)
satisfy vesting or exercising commitments which exposes the Company to market price risk.
Income tax expense $ 163 $ 193 $ 300
To protect the Company from share price volatility, the Company has entered into forward contracts for the purchase
of its ordinary shares. As of June 30, 2024, the Company had forward contracts outstanding that were entered into in September (1) In fiscal year 2024, Other is comprised of adjustments to prior year provisions, movement in deferred tax positions, including a
2022 and mature in September 2024 to purchase 6 million shares at a weighted average price of $12.11. As of June 30, 2023, $15 million benefit from the Swiss Tax Reform, effects of foreign currency exchange rates, including a $14 million benefit from
the Company had forward contracts outstanding that were entered into in May 2022 and September 2022 that matured between inflation adjustment in Argentina, partially offset by changes in tax rates, and other individually immaterial items. In fiscal year
September 2023 and November 2023 to purchase 9 million shares at a weighted average price of $12.39. During the fiscal year 2023, Other is comprised of effects of foreign currency exchange of $25 million, adjustments to prior year, movement in deferred
tax positions, changes in tax rate, and other individually immaterial items. In fiscal year 2022, Other is comprised of adjustments
ended June 30, 2024, the Company's forward contracts related to 3 million shares were settled, which were outstanding as of
to prior year, movements in deferred tax positions of $13 million, changes in tax rates, and other individually immaterial items.
June 30, 2023.
Amcor operates in over forty different jurisdictions with a wide range of statutory tax rates. The tax expense from
The forward contracts to purchase the Company's own shares have been included in other current liabilities in the
operating in non-UK jurisdictions in excess of the UK statutory tax rate is included in the line "Foreign tax rate differential" in
consolidated balance sheets. Equity is reduced by an amount equal to the fair value of the shares at inception. The carrying
the above tax rate reconciliation table. For fiscal year 2024, the Company's effective tax rate was 18.0% as compared to the
value of the forward contracts at each reporting period was determined based on the present value of the cost required to settle
effective tax rates of 15.4% and 26.9% for fiscal years 2023 and 2022, respectively. The higher effective tax rate for fiscal year
the contracts.
2024 versus fiscal year 2023 is largely attributable to the non-taxable gain on the disposal of the Russian business in the
comparative period. The decrease in effective tax rate in fiscal year 2023 compared to fiscal year 2022 was predominantly
attributable to the non-taxable gain on the disposal of the Russian business and the release of provisions for uncertain tax
positions related to the disposed Russian business.
89 Amcor Annual Report 2024 90
Form 10-K 105
The following tables provide details of amounts reclassified from accumulated other comprehensive loss: Note 16 - Income Taxes
For the years ended June 30,
Amcor plc is a tax resident of the United Kingdom of Great Britain and Northern Ireland ("UK").
($ in millions) 2024 2023 2022
Pension: The components of income before income taxes and equity in loss of affiliated companies were as follows:
Amortization of prior service credit $ (4) $ (3) $ (3) Years ended June 30,
Amortization of actuarial loss 3 2 5 ($ in millions) 2024 2023 2022
Loss on divestiture — — 1 Domestic (UK) $ (108) $ 82 $ (58)
Effect of pension settlement/curtailment 2 4 8 Foreign 1,015 1,169 1,173
Total before tax effect 1 3 11 Total income before income taxes and equity in loss of affiliated companies $ 907 $ 1,251 $ 1,115
Tax effect on amounts reclassified into earnings — — (2)
Income tax expense consisted of the following:
Total net of tax $ 1 $ 3 $ 9
Years ended June 30,
($ in millions) 2024 2023 2022
(Gains)/losses on cash flow hedges:
Current tax:
Commodity contracts $ 2 $ (2) $ (20)
Domestic (UK) $ 2 $ 3 $ 2
Forward exchange contracts (1) 2 —
Foreign 198 247 331
Treasury locks 3 3 3
Total current tax 200 250 333
Total before tax effect 4 3 (17)
Deferred tax:
Tax effect on amounts reclassified into earnings — — 4
Domestic (UK) 18 (6) (10)
Total net of tax $ 4 $ 3 $ (13)
Foreign (55) (51) (23)
Total deferred tax (37) (57) (33)
Losses on foreign currency translation:
Income tax expense $ 163 $ 193 $ 300
Foreign currency translation adjustment (1) $ — $ 78 $ 19
Total before tax effect — 78 19
The following is a reconciliation of income tax computed at the UK statutory tax rate of 25.0%, 20.5%, and 19.0% for
Tax effect on amounts reclassified into earnings — — —
fiscal years 2024, 2023, and 2022, respectively, to income tax expense.
Total net of tax $ — $ 78 $ 19
Years ended June 30,
(1) During the fiscal year ended June 30, 2023, the Company disposed of its Russian business and certain non-core operations and
($ in millions) 2024 2023 2022
transferred $73 million and $5 million, respectively, of accumulated foreign currency translation from accumulated other
comprehensive loss to earnings. During the fiscal year ended June 30, 2022, the Company effectively disposed of a non-core Income tax expense at statutory rate $ 226 $ 256 $ 212
business and transferred $19 million of accumulated foreign currency translation from accumulated other comprehensive loss to Foreign tax rate differential (3) 54 43
earnings. Refer to Note 5, "Acquisitions and Divestitures" for further information.
Capital gain on the sale of the Russian business — (63) —
Forward contracts to purchase own shares Non-deductible expenses, non-taxable items, net (6) 16 (2)
Change in valuation allowance 3 (7) 4
The Company's employee share plans require the delivery of shares to employees in the future when rights vest or
Uncertain tax positions, net (51) (39) 62
vested options are exercised. The Company currently acquires shares on the open market to deliver shares to employees to
Other (1) (6) (24) (19)
satisfy vesting or exercising commitments which exposes the Company to market price risk.
Income tax expense $ 163 $ 193 $ 300
To protect the Company from share price volatility, the Company has entered into forward contracts for the purchase
of its ordinary shares. As of June 30, 2024, the Company had forward contracts outstanding that were entered into in September (1) In fiscal year 2024, Other is comprised of adjustments to prior year provisions, movement in deferred tax positions, including a
2022 and mature in September 2024 to purchase 6 million shares at a weighted average price of $12.11. As of June 30, 2023, $15 million benefit from the Swiss Tax Reform, effects of foreign currency exchange rates, including a $14 million benefit from
the Company had forward contracts outstanding that were entered into in May 2022 and September 2022 that matured between inflation adjustment in Argentina, partially offset by changes in tax rates, and other individually immaterial items. In fiscal year
September 2023 and November 2023 to purchase 9 million shares at a weighted average price of $12.39. During the fiscal year 2023, Other is comprised of effects of foreign currency exchange of $25 million, adjustments to prior year, movement in deferred
tax positions, changes in tax rate, and other individually immaterial items. In fiscal year 2022, Other is comprised of adjustments
ended June 30, 2024, the Company's forward contracts related to 3 million shares were settled, which were outstanding as of
to prior year, movements in deferred tax positions of $13 million, changes in tax rates, and other individually immaterial items.
June 30, 2023.
Amcor operates in over forty different jurisdictions with a wide range of statutory tax rates. The tax expense from
The forward contracts to purchase the Company's own shares have been included in other current liabilities in the
operating in non-UK jurisdictions in excess of the UK statutory tax rate is included in the line "Foreign tax rate differential" in
consolidated balance sheets. Equity is reduced by an amount equal to the fair value of the shares at inception. The carrying
the above tax rate reconciliation table. For fiscal year 2024, the Company's effective tax rate was 18.0% as compared to the
value of the forward contracts at each reporting period was determined based on the present value of the cost required to settle
effective tax rates of 15.4% and 26.9% for fiscal years 2023 and 2022, respectively. The higher effective tax rate for fiscal year
the contracts.
2024 versus fiscal year 2023 is largely attributable to the non-taxable gain on the disposal of the Russian business in the
comparative period. The decrease in effective tax rate in fiscal year 2023 compared to fiscal year 2022 was predominantly
attributable to the non-taxable gain on the disposal of the Russian business and the release of provisions for uncertain tax
positions related to the disposed Russian business.
89 90 Amcor Annual Report 2024
Form 10-K 106
million, $13 million, and $12 million, respectively. The Company does not currently anticipate that the total amount of
Significant components of deferred tax assets and liabilities are as follows: unrecognized tax benefits will result in material changes to its financial position within the next 12 months.
June 30,
A reconciliation of the beginning and ending amount of unrecognized tax benefits for the fiscal years presented is as
($ in millions) 2024 2023
follows:
Deferred tax assets:
June 30,
Inventories $ 15 $ 20
($ in millions) 2024 2023 2022
Accrued employee benefits 78 70
Balance at the beginning of the year $ 155 $ 195 $ 133
Provisions 9 4
Additions based on tax positions related to the current year 10 12 50
Net operating loss carryforwards 345 332
Additions for tax positions of prior years 7 24 19
Tax credit carryforwards 31 37
Reductions for tax positions from prior years (39) (69) (6)
Accruals and other 50 46
Reductions for settlements (2) (5) —
Total deferred tax assets 528 509
Reductions due to lapse of statute of limitations (27) (2) (1)
Valuation allowance (403) (400)
Balance at the end of the year $ 104 $ 155 $ 195
Net deferred tax assets 125 109
Deferred tax liabilities:
The Company conducts business in a number of tax jurisdictions and, as such, is required to file income tax returns in
Property, plant, and equipment (267) (294) multiple jurisdictions globally. The fiscal years 2020 through 2023 remain open for examination by the United States Internal
Other intangible assets (245) (259) Revenue Service ("IRS"), the fiscal year 2022 remains open for examination by His Majesty’s Revenue & Customs ("HMRC"),
and the fiscal years 2011 through 2023 are currently subject to audit or remain open for examination in various tax jurisdictions.
Derivatives and other financial instruments (26) (25)
Undistributed foreign earnings (23) (13)
The Company believes that its income tax reserves are adequately maintained taking into consideration both the
Total deferred tax liabilities (561) (591) technical merits of its tax return positions and ongoing developments in its income tax audits. However, the final determination
Net deferred tax liability (436) (482) of the Company's tax return positions, if audited, is uncertain and therefore there is a possibility that final resolution of these
matters could have a material impact on the Company's results of operations or cash flows.
Balance sheet location:
Deferred tax assets 148 134
Deferred tax liabilities (584) (616)
Net deferred tax liability $ (436) $ (482)
The Company maintains a valuation allowance on net operating losses and other deferred tax assets in jurisdictions for
which it does not believe it is more likely than not to realize those deferred tax assets based upon all available positive and
negative evidence, including historical operating performance, carry-back periods, reversal of taxable temporary differences,
tax planning strategies, and earnings expectations. The Company's valuation allowance increased by $3 million, decreased by
$7 million, and increased by $4 million for fiscal years 2024, 2023, and 2022, respectively.
As of June 30, 2024, and 2023, the Company had total net operating loss carry forwards, including capital losses, in
the amount of $1.4 billion and $1.3 billion, respectively, and tax credits of $31 million and $37 million, respectively. The vast
majority of the net operating loss carry forwards and tax credits do not expire.
The Company considers the following factors, among others, in evaluating its plans for indefinite reinvestment of its
subsidiaries' earnings: (i) the forecasts, budgets, and financial requirements of the Company and its subsidiaries, both for the
long-term and for the short-term; and (ii) the tax consequences of any decision to repatriate or reinvest earnings of any
subsidiary. As of June 30, 2024, the Company has not provided deferred taxes on approximately $1.7 billion of earnings in
certain foreign subsidiaries because such earnings are indefinitely reinvested in its international operations. Upon distribution of
such earnings in the form of dividends or otherwise, the Company may be subject to incremental foreign tax. It is not
practicable to estimate the amount of foreign tax that might be payable. As of June 30, 2024, a cumulative deferred tax liability
of $23 million has been recorded attributable to undistributed earnings that the Company has deemed are not indefinitely
reinvested. The remaining undistributed earnings of the Company's subsidiaries are not deemed to be indefinitely reinvested
and can be repatriated at no tax cost. Accordingly, there is no provision for income or withholding taxes on these earnings.
The Company accounts for its uncertain tax positions in accordance with ASC 740, "Income Taxes." At June 30, 2024,
and 2023, unrecognized tax benefits totaled $104 million and $155 million, respectively, all of which would favorably impact
the effective tax rate if recognized.
The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. As
of June 30, 2024, 2023, and 2022, the Company's accrual for interest and penalties for these uncertain tax positions was $17
91 Amcor Annual Report 2024 92
Form 10-K 107
million, $13 million, and $12 million, respectively. The Company does not currently anticipate that the total amount of
Significant components of deferred tax assets and liabilities are as follows: unrecognized tax benefits will result in material changes to its financial position within the next 12 months.
June 30,
A reconciliation of the beginning and ending amount of unrecognized tax benefits for the fiscal years presented is as
($ in millions) 2024 2023
follows:
Deferred tax assets:
June 30,
Inventories $ 15 $ 20
($ in millions) 2024 2023 2022
Accrued employee benefits 78 70
Balance at the beginning of the year $ 155 $ 195 $ 133
Provisions 9 4
Additions based on tax positions related to the current year 10 12 50
Net operating loss carryforwards 345 332
Additions for tax positions of prior years 7 24 19
Tax credit carryforwards 31 37
Reductions for tax positions from prior years (39) (69) (6)
Accruals and other 50 46
Reductions for settlements (2) (5) —
Total deferred tax assets 528 509
Reductions due to lapse of statute of limitations (27) (2) (1)
Valuation allowance (403) (400)
Balance at the end of the year $ 104 $ 155 $ 195
Net deferred tax assets 125 109
Deferred tax liabilities:
The Company conducts business in a number of tax jurisdictions and, as such, is required to file income tax returns in
Property, plant, and equipment (267) (294) multiple jurisdictions globally. The fiscal years 2020 through 2023 remain open for examination by the United States Internal
Other intangible assets (245) (259) Revenue Service ("IRS"), the fiscal year 2022 remains open for examination by His Majesty’s Revenue & Customs ("HMRC"),
and the fiscal years 2011 through 2023 are currently subject to audit or remain open for examination in various tax jurisdictions.
Derivatives and other financial instruments (26) (25)
Undistributed foreign earnings (23) (13)
The Company believes that its income tax reserves are adequately maintained taking into consideration both the
Total deferred tax liabilities (561) (591) technical merits of its tax return positions and ongoing developments in its income tax audits. However, the final determination
Net deferred tax liability (436) (482) of the Company's tax return positions, if audited, is uncertain and therefore there is a possibility that final resolution of these
matters could have a material impact on the Company's results of operations or cash flows.
Balance sheet location:
Deferred tax assets 148 134
Deferred tax liabilities (584) (616)
Net deferred tax liability $ (436) $ (482)
The Company maintains a valuation allowance on net operating losses and other deferred tax assets in jurisdictions for
which it does not believe it is more likely than not to realize those deferred tax assets based upon all available positive and
negative evidence, including historical operating performance, carry-back periods, reversal of taxable temporary differences,
tax planning strategies, and earnings expectations. The Company's valuation allowance increased by $3 million, decreased by
$7 million, and increased by $4 million for fiscal years 2024, 2023, and 2022, respectively.
As of June 30, 2024, and 2023, the Company had total net operating loss carry forwards, including capital losses, in
the amount of $1.4 billion and $1.3 billion, respectively, and tax credits of $31 million and $37 million, respectively. The vast
majority of the net operating loss carry forwards and tax credits do not expire.
The Company considers the following factors, among others, in evaluating its plans for indefinite reinvestment of its
subsidiaries' earnings: (i) the forecasts, budgets, and financial requirements of the Company and its subsidiaries, both for the
long-term and for the short-term; and (ii) the tax consequences of any decision to repatriate or reinvest earnings of any
subsidiary. As of June 30, 2024, the Company has not provided deferred taxes on approximately $1.7 billion of earnings in
certain foreign subsidiaries because such earnings are indefinitely reinvested in its international operations. Upon distribution of
such earnings in the form of dividends or otherwise, the Company may be subject to incremental foreign tax. It is not
practicable to estimate the amount of foreign tax that might be payable. As of June 30, 2024, a cumulative deferred tax liability
of $23 million has been recorded attributable to undistributed earnings that the Company has deemed are not indefinitely
reinvested. The remaining undistributed earnings of the Company's subsidiaries are not deemed to be indefinitely reinvested
and can be repatriated at no tax cost. Accordingly, there is no provision for income or withholding taxes on these earnings.
The Company accounts for its uncertain tax positions in accordance with ASC 740, "Income Taxes." At June 30, 2024,
and 2023, unrecognized tax benefits totaled $104 million and $155 million, respectively, all of which would favorably impact
the effective tax rate if recognized.
The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. As
of June 30, 2024, 2023, and 2022, the Company's accrual for interest and penalties for these uncertain tax positions was $17
91 92 Amcor Annual Report 2024
Form 10-K 108
Note 17 - Share-based Compensation Changes in outstanding share options were as follows:
Share options
The Company's equity incentive plans include grants of share options, restricted share units, performance shares,
Weighted-
performance rights, and share rights. Number
average
(in millions) Exercise Price
In fiscal years 2024, 2023, and 2022, share options and performance rights or performance shares (awarded to U.S.
Share options outstanding at June 30, 2023 33 $ 11.29
participants in place of performance rights) were granted to officers and employees. The exercise price for share options was set
Granted 8 9.35
at the time of grant. The requisite service period for outstanding share options, performance rights, or performance shares
ranges from two to three years. The awards are also subject to performance and market conditions. At vesting, share options can Forfeited (8) 11.20
be exercised and converted to ordinary shares on a one-for-one basis, subject to payment of the exercise price. The contractual Share options outstanding at June 30, 2024 33 $ 10.86
terms of the share options range from five to ten years from the grant date. At vesting, performance rights can be exercised and
Vested and exercisable at June 30, 2024 13 $ 10.36
converted to ordinary shares on a one-for-one basis. Performance shares vest automatically and convert to ordinary shares on a
one-for-one basis.
As of June 30, 2024, the share options outstanding have an intrinsic value of $3 million and a remaining weighted
average contractual life of 4.1 years. As of June 30, 2024, the share options that have vested and are exercisable have an
Restricted share units may be granted to directors, officers, and employees of the Company and vest on terms as
intrinsic value of nil and a remaining weighted average contractual life of 1.7 years.
described in the award. The restrictions prevent the participant from disposing of the restricted share units during the vesting
period. The fair value of restricted share units is determined based on the closing price of the Company's shares on the grant
The Company received nil, $134 million, and $114 million on the exercise of stock options during the fiscal years
date.
ended June 30, 2024, 2023, and 2022, respectively. During the fiscal years ended June 30, 2024, 2023, and 2022, the intrinsic
value associated with the exercise of share options was nil, $31 million, and $15 million, respectively. The grant date fair value
Share rights may be granted to directors, officers, and employees of the Company and vest on terms as described in the
of share options vested was $5 million, $15 million, and $13 million for fiscal years ended June 30, 2024, 2023, and 2022,
award. The restrictions prevent the participant from disposing of the share rights during the vesting period. The fair value of
respectively.
share rights is determined based on the closing price of the Company's shares on the grant date, adjusted for dividend yield.
Changes in outstanding other equity incentive plans and the fair values vested are presented below:
As of June 30, 2024, 34 million shares were available for future grants under shareholder approved equity incentive
plans. The Company uses treasury shares to settle share-based compensation obligations. Treasury shares were acquired
through market purchases throughout the fiscal year for the required number of shares.
Restricted share units Performance rights/shares Share rights
Share-based compensation expense was primarily recorded in selling, general, and administrative expenses in the Weighted- Weighted- Weighted-
consolidated statements of income. The total share-based compensation expense settled in equity in fiscal years 2024, 2023, and average average average
Number Number Number
Grant Date Grant Date Grant Date
2022 amounted to $32 million, $54 million, and $63 million, respectively.
(in millions) Fair Value (in millions) Fair Value (in millions) Fair Value
Outstanding at June 30, 2023 1 $ 11.67 11 $ 8.20 4 $ 11.22
As of June 30, 2024, there was $70 million of total unrecognized compensation cost related to all unvested share
options and other equity incentive plans. That cost is expected to be recognized over a weighted-average period of 1.8 years. Granted 3 9.44 6 6.37 1 8.42
Exercised (1) 11.54 (2) 7.20 (2) 11.43
The weighted-average grant date fair values by type of equity incentive plan for awards granted in fiscal years 2024,
Forfeited — 12.00 (3) 7.39 (1) 10.66
2023, and 2022 were as follows:
Outstanding at June 30, 2024 3 $ 9.85 12 $ 7.72 2 $ 9.82
Years ended June 30,
(in $ per unit of award) 2024 2023 2022
Fair value vested
Share options (1) 1.45 1.66 1.29
($ in millions) Restricted share units Performance rights/shares Share rights
Restricted share units 9.44 11.91 11.62
Year Ended June 30, 2024 $ 6 $ 14 $ 24
Performance rights/shares (2) 6.37 8.18 9.40
Year Ended June 30, 2023 2 16 20
Share rights 8.42 10.90 11.44
Year Ended June 30, 2022 3 8 7
(1) The fair value of share options was determined using the Black-Scholes option pricing model and/or Monte Carlo simulations. The
following key assumptions were used for the fiscal years ended June 30, 2024, 2023, and 2022, respectively: risk-free interest rate
of 4.6% (2023: 3.4%, 2022: 1.0%), expected share-price volatility of 21.8% (2023: 23.0%, 2022: 22.0%), expected dividend yield
of 5.2% (2023: 4.0%, 2022: 4.1%), and expected life of options of 6.6 years (2023: 6.1 years, 2022: 6.1 years).
(2) The fair value of performance rights/shares was determined using discounting and Monte Carlo simulations. The key assumptions
for the fiscal years ended June 30, 2024, 2023, and 2022, respectively, were: risk-free interest rate of 4.8% (2023: 3.5%, 2022:
0.4%), expected share-price volatility of 23.4% (2023: 23.0%, 2022: 22.0%), and expected dividend yield of 5.2% (2023: 4.0%,
2022: 4.1%).
93 Amcor Annual Report 2024 94
Form 10-K 109
Note 17 - Share-based Compensation Changes in outstanding share options were as follows:
Share options
The Company's equity incentive plans include grants of share options, restricted share units, performance shares,
Weighted-
performance rights, and share rights. Number
average
(in millions) Exercise Price
In fiscal years 2024, 2023, and 2022, share options and performance rights or performance shares (awarded to U.S.
Share options outstanding at June 30, 2023 33 $ 11.29
participants in place of performance rights) were granted to officers and employees. The exercise price for share options was set
Granted 8 9.35
at the time of grant. The requisite service period for outstanding share options, performance rights, or performance shares
ranges from two to three years. The awards are also subject to performance and market conditions. At vesting, share options can Forfeited (8) 11.20
be exercised and converted to ordinary shares on a one-for-one basis, subject to payment of the exercise price. The contractual Share options outstanding at June 30, 2024 33 $ 10.86
terms of the share options range from five to ten years from the grant date. At vesting, performance rights can be exercised and
Vested and exercisable at June 30, 2024 13 $ 10.36
converted to ordinary shares on a one-for-one basis. Performance shares vest automatically and convert to ordinary shares on a
one-for-one basis.
As of June 30, 2024, the share options outstanding have an intrinsic value of $3 million and a remaining weighted
average contractual life of 4.1 years. As of June 30, 2024, the share options that have vested and are exercisable have an
Restricted share units may be granted to directors, officers, and employees of the Company and vest on terms as
intrinsic value of nil and a remaining weighted average contractual life of 1.7 years.
described in the award. The restrictions prevent the participant from disposing of the restricted share units during the vesting
period. The fair value of restricted share units is determined based on the closing price of the Company's shares on the grant
The Company received nil, $134 million, and $114 million on the exercise of stock options during the fiscal years
date.
ended June 30, 2024, 2023, and 2022, respectively. During the fiscal years ended June 30, 2024, 2023, and 2022, the intrinsic
value associated with the exercise of share options was nil, $31 million, and $15 million, respectively. The grant date fair value
Share rights may be granted to directors, officers, and employees of the Company and vest on terms as described in the
of share options vested was $5 million, $15 million, and $13 million for fiscal years ended June 30, 2024, 2023, and 2022,
award. The restrictions prevent the participant from disposing of the share rights during the vesting period. The fair value of
respectively.
share rights is determined based on the closing price of the Company's shares on the grant date, adjusted for dividend yield.
Changes in outstanding other equity incentive plans and the fair values vested are presented below:
As of June 30, 2024, 34 million shares were available for future grants under shareholder approved equity incentive
plans. The Company uses treasury shares to settle share-based compensation obligations. Treasury shares were acquired
through market purchases throughout the fiscal year for the required number of shares.
Restricted share units Performance rights/shares Share rights
Share-based compensation expense was primarily recorded in selling, general, and administrative expenses in the Weighted- Weighted- Weighted-
consolidated statements of income. The total share-based compensation expense settled in equity in fiscal years 2024, 2023, and average average average
Number Number Number
Grant Date Grant Date Grant Date
2022 amounted to $32 million, $54 million, and $63 million, respectively.
(in millions) Fair Value (in millions) Fair Value (in millions) Fair Value
Outstanding at June 30, 2023 1 $ 11.67 11 $ 8.20 4 $ 11.22
As of June 30, 2024, there was $70 million of total unrecognized compensation cost related to all unvested share
options and other equity incentive plans. That cost is expected to be recognized over a weighted-average period of 1.8 years. Granted 3 9.44 6 6.37 1 8.42
Exercised (1) 11.54 (2) 7.20 (2) 11.43
The weighted-average grant date fair values by type of equity incentive plan for awards granted in fiscal years 2024,
Forfeited — 12.00 (3) 7.39 (1) 10.66
2023, and 2022 were as follows:
Outstanding at June 30, 2024 3 $ 9.85 12 $ 7.72 2 $ 9.82
Years ended June 30,
(in $ per unit of award) 2024 2023 2022
Fair value vested
Share options (1) 1.45 1.66 1.29
($ in millions) Restricted share units Performance rights/shares Share rights
Restricted share units 9.44 11.91 11.62
Year Ended June 30, 2024 $ 6 $ 14 $ 24
Performance rights/shares (2) 6.37 8.18 9.40
Year Ended June 30, 2023 2 16 20
Share rights 8.42 10.90 11.44
Year Ended June 30, 2022 3 8 7
(1) The fair value of share options was determined using the Black-Scholes option pricing model and/or Monte Carlo simulations. The
following key assumptions were used for the fiscal years ended June 30, 2024, 2023, and 2022, respectively: risk-free interest rate
of 4.6% (2023: 3.4%, 2022: 1.0%), expected share-price volatility of 21.8% (2023: 23.0%, 2022: 22.0%), expected dividend yield
of 5.2% (2023: 4.0%, 2022: 4.1%), and expected life of options of 6.6 years (2023: 6.1 years, 2022: 6.1 years).
(2) The fair value of performance rights/shares was determined using discounting and Monte Carlo simulations. The key assumptions
for the fiscal years ended June 30, 2024, 2023, and 2022, respectively, were: risk-free interest rate of 4.8% (2023: 3.5%, 2022:
0.4%), expected share-price volatility of 23.4% (2023: 23.0%, 2022: 22.0%), and expected dividend yield of 5.2% (2023: 4.0%,
2022: 4.1%).
93 94 Amcor Annual Report 2024
Form 10-K 110
Note 18 - Earnings Per Share Computations Note 19 - Contingencies and Legal Proceedings
The Company applies the two-class method when computing its earnings per share ("EPS"), which requires that net Contingencies - Brazil
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. 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
Basic EPS is computed by dividing net income available to ordinary shareholders by the weighted-average number of most, if not all, of these matters. The Company does not believe that the ultimate resolution of these matters will materially
ordinary shares outstanding after excluding the ordinary shares to be repurchased using forward contracts. Diluted EPS includes impact the Company's consolidated results of operations, financial position, or cash flows. Under customary local regulations,
the effects of share options, restricted share units, performance rights, performance shares, and share rights, if dilutive. 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
Years ended June 30,
pledged would not significantly impact the Company's liquidity. As of June 30, 2024, the Company has recorded accruals of
($ in millions, except per share amounts) 2024 2023 2022 $12 million, included in other non-current liabilities in the consolidated balance sheets. The Company has estimated a
Numerator reasonably possible loss exposure in excess of the accrual of $23 million as of June 30, 2024. The litigation process is subject to
many uncertainties and the outcome of individual matters cannot be accurately predicted. The Company routinely assesses these
Net income attributable to Amcor plc $ 730 $ 1,048 $ 805
matters as to the probability of ultimately incurring a liability and records the best estimate of the ultimate loss in situations
Distributed and undistributed earnings attributable to shares to be repurchased (3) (7) (3)
where the likelihood of an ultimate loss is probable. The Company's assessments are based on its knowledge and experience,
Net income available to ordinary shareholders of Amcor plc—basic and diluted $ 727 $ 1,041 $ 802 but the ultimate outcome of any of these matters may differ from the Company's estimates.
As of June 30, 2024, the Company provided letters of credit of $16 million, judicial insurance of $1 million, and
Denominator
deposited cash of $12 million with the courts to continue to defend the cases referenced above.
Weighted-average ordinary shares outstanding 1,445 1,478 1,514
Weighted-average ordinary shares to be repurchased by Amcor plc (6) (10) (5) Contingencies - Environmental Matters
Weighted-average ordinary shares outstanding for EPS—basic 1,439 1,468 1,509
Effect of dilutive shares 2 8 6 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
Weighted-average ordinary shares outstanding for EPS—diluted 1,441 1,476 1,516
environmental remediation obligations. While the Company benefits from various forms of insurance policies, actual coverage
may not, or only partially, cover the total potential exposures. As of June 30, 2024, the Company has recorded aggregate
Per ordinary share income accruals of $9 million for its share of estimated future remediation costs at these sites.
Basic earnings per ordinary share $ 0.505 $ 0.709 $ 0.532
In addition to the matters described above, as of June 30, 2024, the Company has also recorded aggregate accruals of
Diluted earnings per ordinary share $ 0.505 $ 0.705 $ 0.529
$44 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.
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 29 million, 16 million, and 7
The SEC requires the Company to disclose certain information about proceedings arising under federal, state, or local
million shares for the years ended June 30, 2024, 2023, and 2022, respectively. Basic and diluted weighted average ordinary
environmental provisions if the Company reasonably believes that such proceeding may result in monetary sanctions above a
shares outstanding have decreased in fiscal years 2024, 2023, and 2022 due to share repurchases.
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 fiscal year ended June 30, 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 operation.
95 Amcor Annual Report 2024 96
Form 10-K 111
Note 18 - Earnings Per Share Computations Note 19 - Contingencies and Legal Proceedings
The Company applies the two-class method when computing its earnings per share ("EPS"), which requires that net Contingencies - Brazil
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. 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
Basic EPS is computed by dividing net income available to ordinary shareholders by the weighted-average number of most, if not all, of these matters. The Company does not believe that the ultimate resolution of these matters will materially
ordinary shares outstanding after excluding the ordinary shares to be repurchased using forward contracts. Diluted EPS includes impact the Company's consolidated results of operations, financial position, or cash flows. Under customary local regulations,
the effects of share options, restricted share units, performance rights, performance shares, and share rights, if dilutive. 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
Years ended June 30,
pledged would not significantly impact the Company's liquidity. As of June 30, 2024, the Company has recorded accruals of
($ in millions, except per share amounts) 2024 2023 2022 $12 million, included in other non-current liabilities in the consolidated balance sheets. The Company has estimated a
Numerator reasonably possible loss exposure in excess of the accrual of $23 million as of June 30, 2024. The litigation process is subject to
many uncertainties and the outcome of individual matters cannot be accurately predicted. The Company routinely assesses these
Net income attributable to Amcor plc $ 730 $ 1,048 $ 805
matters as to the probability of ultimately incurring a liability and records the best estimate of the ultimate loss in situations
Distributed and undistributed earnings attributable to shares to be repurchased (3) (7) (3)
where the likelihood of an ultimate loss is probable. The Company's assessments are based on its knowledge and experience,
Net income available to ordinary shareholders of Amcor plc—basic and diluted $ 727 $ 1,041 $ 802 but the ultimate outcome of any of these matters may differ from the Company's estimates.
As of June 30, 2024, the Company provided letters of credit of $16 million, judicial insurance of $1 million, and
Denominator
deposited cash of $12 million with the courts to continue to defend the cases referenced above.
Weighted-average ordinary shares outstanding 1,445 1,478 1,514
Weighted-average ordinary shares to be repurchased by Amcor plc (6) (10) (5) Contingencies - Environmental Matters
Weighted-average ordinary shares outstanding for EPS—basic 1,439 1,468 1,509
Effect of dilutive shares 2 8 6 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
Weighted-average ordinary shares outstanding for EPS—diluted 1,441 1,476 1,516
environmental remediation obligations. While the Company benefits from various forms of insurance policies, actual coverage
may not, or only partially, cover the total potential exposures. As of June 30, 2024, the Company has recorded aggregate
Per ordinary share income accruals of $9 million for its share of estimated future remediation costs at these sites.
Basic earnings per ordinary share $ 0.505 $ 0.709 $ 0.532
In addition to the matters described above, as of June 30, 2024, the Company has also recorded aggregate accruals of
Diluted earnings per ordinary share $ 0.505 $ 0.705 $ 0.529
$44 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.
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 29 million, 16 million, and 7
The SEC requires the Company to disclose certain information about proceedings arising under federal, state, or local
million shares for the years ended June 30, 2024, 2023, and 2022, respectively. Basic and diluted weighted average ordinary
environmental provisions if the Company reasonably believes that such proceeding may result in monetary sanctions above a
shares outstanding have decreased in fiscal years 2024, 2023, and 2022 due to share repurchases.
stated threshold. Pursuant to SEC regulations, the Company uses a threshold of $1 million or more for purposes of determining
whether disclosure of any such proceedings is required. Applying this threshold, there are no environmental matters required to
be disclosed for the fiscal year ended June 30, 2024.
While the Company believes that its accruals are adequate to cover its future obligations, there can be no assurance
that the ultimate payments will not exceed the accrued amounts. Nevertheless, based on the available information, the Company
does not believe that its potential environmental obligations will have a material adverse effect upon its liquidity, results of
operations, or financial condition.
Other Matters
In the normal course of business, the Company is subject to legal proceedings, lawsuits, and other claims. While the
potential financial impact with respect to these ordinary course matters is subject to many factors and uncertainties,
management believes that any financial impact to the Company from these matters, individually and in the aggregate, would not
have a material adverse effect on the Company's financial position or results of operation.
95 96 Amcor Annual Report 2024
Form 10-K 112
Note 20 - Segments The following table presents information about reportable segments. Intersegment sales are not material and therefore
are not presented in the table below.
The Company's business is organized and presented in the two reportable segments outlined below:
Years ended June 30,
Flexibles: Consists of operations that manufacture flexible and film packaging in the food and beverage, medical and ($ in millions) 2024 2023 2022
pharmaceutical, fresh produce, snack food, personal care, and other industries. The Russian business results through the date of Flexibles $ 10,332 $ 11,154 $ 11,151
disposal (December 23, 2022) are included in the Flexibles reportable segment.
Rigid Packaging 3,308 3,540 3,393
Other — — —
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 beer, sauces, Net sales $ 13,640 $ 14,694 $ 14,544
dressings, spreads and personal care items, and plastic caps for a wide variety of applications. Adjusted earnings before interest and taxes ("Adjusted EBIT")
Flexibles 1,395 1,429 1,517
Other consists of the Company's undistributed corporate expenses including executive and functional compensation
Rigid Packaging 259 265 289
costs, equity method and other investments, intercompany eliminations, and other business activities.
Other (94) (86) (105)
Operating segments are organized along the Company's product lines and geographical areas. The Company's five Adjusted EBIT 1,560 1,608 1,701
Flexibles operating segments (Flexibles Europe, Middle East and Africa; Flexibles North America; Flexibles Latin America;
Less: 2018/2019 Restructuring programs (1) — — (37)
Flexibles Asia Pacific; and Specialty Cartons) have been aggregated in the Flexibles reportable segment as they exhibit
Less: Amortization of acquired intangible assets from business
similarity in economic characteristics and future prospects, similarity in the products they offer, their production technologies,
combinations (2) (167) (160) (163)
the customers they serve, the nature of their service delivery models, and their regulatory environments.
Less: Impact of hyperinflation (3) (53) (24) (16)
The Company evaluates performance and allocates resources based on adjusted earnings before interest and taxes Less: Net loss on disposals (4) — — (10)
("Adjusted EBIT"). The Company defines Adjusted EBIT as operating income adjusted to eliminate the impact of certain items Less: Property and other losses, net (5) — (2) (13)
that the Company does not consider indicative of its ongoing operating performance and to include equity in loss of affiliated
Add/(Less): Restructuring and other related activities, net (6) (97) 90 (200)
companies, net of tax.
Less: CEO transition costs (7) (8) — —
The accounting policies of the reportable segments are the same as those in the consolidated financial statements. Less: Other (8) (22) (2) (12)
Interest income 38 31 24
Interest expense (348) (290) (159)
Equity in loss of affiliated companies, net of tax 4 — —
Income before income taxes and equity in loss of affiliated companies $ 907 $ 1,251 $ 1,115
(1) 2018/2019 Restructuring programs include restructuring and related expenses for the 2019 Bemis Integration Plan for fiscal year
2022. Refer to Note 6, "Restructuring," for more information.
(2) Amortization of acquired intangible assets from business combinations includes amortization expenses related to all acquired
intangible assets from past acquisitions.
(3) Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the
functional currency was the Argentine Peso.
(4) Net loss on disposals, excluding the disposal of the Company's Russian business, includes an expense of $10 million from the
disposal of non-core assets in fiscal year 2022. Refer to Note 10, "Fair Value Measurements," for more information.
(5) Property and other losses, net in fiscal year 2023 includes property claims and losses of $5 million and $3 million of net insurance
recovery related to the closure of the Company's South African business. Fiscal year 2022 includes business losses primarily
associated with the destruction of the Company's Durban, South Africa facility during general civil unrest in July 2021, net of
insurance recovery.
(6) Restructuring and other related activities, net in fiscal year 2024 primarily includes costs incurred in connection with the 2023
Restructuring Plan. Fiscal year 2023 includes a pre-tax net gain on the sale of the Company's 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. Refer to Note 4, "Restructuring, Impairment, and Other Related Activities, Net," and Note 6, "Restructuring," for
further information.
(7) CEO transition costs primarily reflect accelerated compensation, including share-based compensation, granted to the Company's
former Chief Executive Officer who retired from that role in April 2024, and other transition related expenses.
(8) Other in fiscal year 2024 includes fair value losses of $16 million on economic hedges, retroactive foil duties, certain litigation
reserve adjustments, and pension settlements, partially offset by changes in contingent purchase consideration. Fiscal year 2023
includes other restructuring, acquisition, litigation, and integration expenses of $13 million, pension settlement expenses of
$5 million, and fair value gains of $16 million on economic hedges. Fiscal year 2022 includes costs associated with the Bemis
transaction and pension settlement expenses of $8 million.
97 Amcor Annual Report 2024 98
Form 10-K 113
Note 20 - Segments The following table presents information about reportable segments. Intersegment sales are not material and therefore
are not presented in the table below.
The Company's business is organized and presented in the two reportable segments outlined below:
Years ended June 30,
Flexibles: Consists of operations that manufacture flexible and film packaging in the food and beverage, medical and ($ in millions) 2024 2023 2022
pharmaceutical, fresh produce, snack food, personal care, and other industries. The Russian business results through the date of Flexibles $ 10,332 $ 11,154 $ 11,151
disposal (December 23, 2022) are included in the Flexibles reportable segment.
Rigid Packaging 3,308 3,540 3,393
Other — — —
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 beer, sauces, Net sales $ 13,640 $ 14,694 $ 14,544
dressings, spreads and personal care items, and plastic caps for a wide variety of applications. Adjusted earnings before interest and taxes ("Adjusted EBIT")
Flexibles 1,395 1,429 1,517
Other consists of the Company's undistributed corporate expenses including executive and functional compensation
Rigid Packaging 259 265 289
costs, equity method and other investments, intercompany eliminations, and other business activities.
Other (94) (86) (105)
Operating segments are organized along the Company's product lines and geographical areas. The Company's five Adjusted EBIT 1,560 1,608 1,701
Flexibles operating segments (Flexibles Europe, Middle East and Africa; Flexibles North America; Flexibles Latin America;
Less: 2018/2019 Restructuring programs (1) — — (37)
Flexibles Asia Pacific; and Specialty Cartons) have been aggregated in the Flexibles reportable segment as they exhibit
Less: Amortization of acquired intangible assets from business
similarity in economic characteristics and future prospects, similarity in the products they offer, their production technologies,
combinations (2) (167) (160) (163)
the customers they serve, the nature of their service delivery models, and their regulatory environments.
Less: Impact of hyperinflation (3) (53) (24) (16)
The Company evaluates performance and allocates resources based on adjusted earnings before interest and taxes Less: Net loss on disposals (4) — — (10)
("Adjusted EBIT"). The Company defines Adjusted EBIT as operating income adjusted to eliminate the impact of certain items Less: Property and other losses, net (5) — (2) (13)
that the Company does not consider indicative of its ongoing operating performance and to include equity in loss of affiliated
Add/(Less): Restructuring and other related activities, net (6) (97) 90 (200)
companies, net of tax.
Less: CEO transition costs (7) (8) — —
The accounting policies of the reportable segments are the same as those in the consolidated financial statements. Less: Other (8) (22) (2) (12)
Interest income 38 31 24
Interest expense (348) (290) (159)
Equity in loss of affiliated companies, net of tax 4 — —
Income before income taxes and equity in loss of affiliated companies $ 907 $ 1,251 $ 1,115
(1) 2018/2019 Restructuring programs include restructuring and related expenses for the 2019 Bemis Integration Plan for fiscal year
2022. Refer to Note 6, "Restructuring," for more information.
(2) Amortization of acquired intangible assets from business combinations includes amortization expenses related to all acquired
intangible assets from past acquisitions.
(3) Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the
functional currency was the Argentine Peso.
(4) Net loss on disposals, excluding the disposal of the Company's Russian business, includes an expense of $10 million from the
disposal of non-core assets in fiscal year 2022. Refer to Note 10, "Fair Value Measurements," for more information.
(5) Property and other losses, net in fiscal year 2023 includes property claims and losses of $5 million and $3 million of net insurance
recovery related to the closure of the Company's South African business. Fiscal year 2022 includes business losses primarily
associated with the destruction of the Company's Durban, South Africa facility during general civil unrest in July 2021, net of
insurance recovery.
(6) Restructuring and other related activities, net in fiscal year 2024 primarily includes costs incurred in connection with the 2023
Restructuring Plan. Fiscal year 2023 includes a pre-tax net gain on the sale of the Company's 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. Refer to Note 4, "Restructuring, Impairment, and Other Related Activities, Net," and Note 6, "Restructuring," for
further information.
(7) CEO transition costs primarily reflect accelerated compensation, including share-based compensation, granted to the Company's
former Chief Executive Officer who retired from that role in April 2024, and other transition related expenses.
(8) Other in fiscal year 2024 includes fair value losses of $16 million on economic hedges, retroactive foil duties, certain litigation
reserve adjustments, and pension settlements, partially offset by changes in contingent purchase consideration. Fiscal year 2023
includes other restructuring, acquisition, litigation, and integration expenses of $13 million, pension settlement expenses of
$5 million, and fair value gains of $16 million on economic hedges. Fiscal year 2022 includes costs associated with the Bemis
transaction and pension settlement expenses of $8 million.
97 98 Amcor Annual Report 2024
Form 10-K 114
The tables below present additional financial information by reportable segments: The following tables disaggregate net sales information by geography in which the Company operates based on
manufacturing or selling operations:
Capital expenditures for the acquisition of long-lived assets by reportable segment were:
Year Ended June 30, 2024
Years ended June 30,
Rigid
($ in millions) 2024 2023 2022 ($ in millions) Flexibles Packaging Total
Flexibles $ 372 $ 384 $ 376 North America $ 4,095 $ 2,508 $ 6,603
Rigid Packaging 112 133 136 Latin America 1,113 800 1,913
Other 8 9 15 Europe (1) 3,507 — 3,507
Total capital expenditures for the acquisition of long-lived assets $ 492 $ 526 $ 527 Asia Pacific 1,617 — 1,617
Net sales $ 10,332 $ 3,308 $ 13,640
Depreciation and amortization on long-lived assets by reportable segment were: Year Ended June 30, 2023
Years ended June 30, Rigid
($ in millions) 2024 2023 2022 ($ in millions) Flexibles Packaging Total
Flexibles $ 447 $ 436 $ 450 North America $ 4,411 $ 2,745 $ 7,156
Rigid Packaging 130 125 120 Latin America 1,114 795 1,909
Other 6 8 9 Europe (1) 3,952 — 3,952
Total depreciation and amortization on long-lived assets $ 583 $ 569 $ 579 Asia Pacific 1,677 — 1,677
Net sales $ 11,154 $ 3,540 $ 14,694
Total assets by segment are not disclosed as the Company's Chief Operating Decision Maker does not use total assets
by segment to evaluate segment performance or allocate resources and capital. Year Ended June 30, 2022
Rigid
The Company did not have sales to a single customer that exceeded 10% of consolidated net sales for the fiscal years ($ in millions) Flexibles Packaging Total
ended June 30, 2024, 2023, and 2022, respectively. North America $ 4,296 $ 2,656 $ 6,952
Latin America 1,060 737 1,797
Sales by major product were:
Europe (1) 4,062 — 4,062
Years ended June 30, Asia Pacific 1,733 — 1,733
($ in millions) Segment 2024 2023 2022
Net sales $ 11,151 $ 3,393 $ 14,544
Films and other flexible products Flexibles $ 9,310 $ 10,061 $ 10,033
Specialty flexible folding cartons Flexibles 1,022 1,093 1,118 (1) Includes the Company's country of domicile, Jersey. The Company had no sales in Jersey in the periods shown.
Containers, preforms, and closures Rigid Packaging 3,308 3,540 3,393
Net sales $ 13,640 $ 14,694 $ 14,544
The following table provides long-lived asset information for the major countries in which the Company operates.
Long-lived assets include property, plant, and equipment, net of accumulated depreciation and impairments.
June 30,
($ in millions) 2024 2023
United States of America $ 1,717 $ 1,710
Other countries (1) 2,046 2,052
Long-lived assets $ 3,763 $ 3,762
(1) Includes the Company's country of domicile, Jersey. The Company had no long-lived assets in Jersey in any period shown. No
individual country represented more than 10% of the respective totals.
99 Amcor Annual Report 2024 100
Form 10-K 115
The tables below present additional financial information by reportable segments: The following tables disaggregate net sales information by geography in which the Company operates based on
manufacturing or selling operations:
Capital expenditures for the acquisition of long-lived assets by reportable segment were:
Year Ended June 30, 2024
Years ended June 30,
Rigid
($ in millions) 2024 2023 2022 ($ in millions) Flexibles Packaging Total
Flexibles $ 372 $ 384 $ 376 North America $ 4,095 $ 2,508 $ 6,603
Rigid Packaging 112 133 136 Latin America 1,113 800 1,913
Other 8 9 15 Europe (1) 3,507 — 3,507
Total capital expenditures for the acquisition of long-lived assets $ 492 $ 526 $ 527 Asia Pacific 1,617 — 1,617
Net sales $ 10,332 $ 3,308 $ 13,640
Depreciation and amortization on long-lived assets by reportable segment were: Year Ended June 30, 2023
Years ended June 30, Rigid
($ in millions) 2024 2023 2022 ($ in millions) Flexibles Packaging Total
Flexibles $ 447 $ 436 $ 450 North America $ 4,411 $ 2,745 $ 7,156
Rigid Packaging 130 125 120 Latin America 1,114 795 1,909
Other 6 8 9 Europe (1) 3,952 — 3,952
Total depreciation and amortization on long-lived assets $ 583 $ 569 $ 579 Asia Pacific 1,677 — 1,677
Net sales $ 11,154 $ 3,540 $ 14,694
Total assets by segment are not disclosed as the Company's Chief Operating Decision Maker does not use total assets
by segment to evaluate segment performance or allocate resources and capital. Year Ended June 30, 2022
Rigid
The Company did not have sales to a single customer that exceeded 10% of consolidated net sales for the fiscal years ($ in millions) Flexibles Packaging Total
ended June 30, 2024, 2023, and 2022, respectively. North America $ 4,296 $ 2,656 $ 6,952
Latin America 1,060 737 1,797
Sales by major product were:
Europe (1) 4,062 — 4,062
Years ended June 30, Asia Pacific 1,733 — 1,733
($ in millions) Segment 2024 2023 2022
Net sales $ 11,151 $ 3,393 $ 14,544
Films and other flexible products Flexibles $ 9,310 $ 10,061 $ 10,033
Specialty flexible folding cartons Flexibles 1,022 1,093 1,118 (1) Includes the Company's country of domicile, Jersey. The Company had no sales in Jersey in the periods shown.
Containers, preforms, and closures Rigid Packaging 3,308 3,540 3,393
Net sales $ 13,640 $ 14,694 $ 14,544
The following table provides long-lived asset information for the major countries in which the Company operates.
Long-lived assets include property, plant, and equipment, net of accumulated depreciation and impairments.
June 30,
($ in millions) 2024 2023
United States of America $ 1,717 $ 1,710
Other countries (1) 2,046 2,052
Long-lived assets $ 3,763 $ 3,762
(1) Includes the Company's country of domicile, Jersey. The Company had no long-lived assets in Jersey in any period shown. No
individual country represented more than 10% of the respective totals.
99 100 Amcor Annual Report 2024
Form 10-K 116
Note 21 - Deed of Cross Guarantee Deed of Cross Guarantee
Consolidated Statements of Income
The parent entity, Amcor plc, and its wholly owned subsidiaries listed below are subject to a Deed of Cross Guarantee ($ in millions)
dated June 24, 2019 (the "Deed") under which each company guarantees the debts of the others:
For the years ended June 30, 2024 2023
Amcor Pty Ltd Amcor Holdings (Australia) Pty Ltd
Net sales $ 323 $ 377
Amcor Services Pty Ltd Amcor Flexibles Group Pty Ltd
Cost of sales (280) (319)
Amcor Investments Pty Ltd Amcor Flexibles (Australia) Pty Ltd
Amcor Finance Australia Pty Ltd Amcor Flexibles (Port Melbourne) Pty Ltd
Gross profit 43 58
Amcor European Holdings Pty Ltd Amcor Packaging (Asia) Pty Ltd
ARP North America Holdco Ltd ARP LATAM Holdco Ltd
Operating expenses (361) (1,125)
Other income, net 910 1,599
The entities above were the only parties to the Deed as of June 30, 2024, and comprise the closed group for the
purposes of the Deed (and also the extended closed group). ARP North America Holdco Ltd and ARP LATAM Holdco Ltd
Operating income 592 532
were newly incorporated entities and were added to the deed on September 25, 2019. By a Revocation Deed, dated September
9, 2021, the Deed was revoked in respect of Amcor Flexibles (Dandenong) Pty Ltd, Packsys Pty Ltd, Packsys Holdings (Aus)
Pty Ltd, and Techni-Chem Australia Pty Ltd. No other parties have been added, removed or the subject to a notice of disposal Interest income 9 15
since September 9, 2021.
Interest expense (78) (38)
Income before income taxes 523 509
By entering into the Deed, the wholly owned subsidiaries have been relieved from the requirement to prepare a
financial report and directors’ report under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
Income tax expense 17 (22)
The following consolidated financial statements are additional disclosure items specifically required by ASIC and
represent the consolidated results of the entities subject to the Deed.
Net income $ 540 $ 487
101 Amcor Annual Report 2024 102
Form 10-K 117
Note 21 - Deed of Cross Guarantee Deed of Cross Guarantee
Consolidated Statements of Income
The parent entity, Amcor plc, and its wholly owned subsidiaries listed below are subject to a Deed of Cross Guarantee ($ in millions)
dated June 24, 2019 (the "Deed") under which each company guarantees the debts of the others:
For the years ended June 30, 2024 2023
Amcor Pty Ltd Amcor Holdings (Australia) Pty Ltd
Net sales $ 323 $ 377
Amcor Services Pty Ltd Amcor Flexibles Group Pty Ltd
Cost of sales (280) (319)
Amcor Investments Pty Ltd Amcor Flexibles (Australia) Pty Ltd
Amcor Finance Australia Pty Ltd Amcor Flexibles (Port Melbourne) Pty Ltd
Gross profit 43 58
Amcor European Holdings Pty Ltd Amcor Packaging (Asia) Pty Ltd
ARP North America Holdco Ltd ARP LATAM Holdco Ltd
Operating expenses (361) (1,125)
Other income, net 910 1,599
The entities above were the only parties to the Deed as of June 30, 2024, and comprise the closed group for the
purposes of the Deed (and also the extended closed group). ARP North America Holdco Ltd and ARP LATAM Holdco Ltd
Operating income 592 532
were newly incorporated entities and were added to the deed on September 25, 2019. By a Revocation Deed, dated September
9, 2021, the Deed was revoked in respect of Amcor Flexibles (Dandenong) Pty Ltd, Packsys Pty Ltd, Packsys Holdings (Aus)
Pty Ltd, and Techni-Chem Australia Pty Ltd. No other parties have been added, removed or the subject to a notice of disposal Interest income 9 15
since September 9, 2021.
Interest expense (78) (38)
Income before income taxes 523 509
By entering into the Deed, the wholly owned subsidiaries have been relieved from the requirement to prepare a
financial report and directors’ report under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
Income tax expense 17 (22)
The following consolidated financial statements are additional disclosure items specifically required by ASIC and
represent the consolidated results of the entities subject to the Deed.
Net income $ 540 $ 487
101 102 Amcor Annual Report 2024
Form 10-K 118
Deed of Cross Guarantee Deed of Cross Guarantee
Consolidated Statements of Comprehensive Income Consolidated Balance Sheets
($ in millions) ($ in millions)
For the years ended June 30, 2024 2023 As of June 30, 2024 2023
Assets
Net income $ 540 $ 487
Current assets:
Other comprehensive income/(loss) (1):
Cash and cash equivalents $ 89 $ 54
Foreign currency translation adjustments, net of tax — (10)
Receivables, net 295 342
Other comprehensive income/(loss) — (10) Inventories 55 60
Comprehensive income/(loss) attributable to non-controlling interest — — Prepaid expenses and other current assets 25 21
Total comprehensive income $ 540 $ 477 Total current assets 464 477
Non-current assets:
(1) All of the items in other comprehensive income/(loss) may be reclassified subsequently to profit or loss.
Property, plant, and equipment, net 60 60
Deferred tax assets 5 6
Deed of Cross Guarantee Other intangible assets, net 10 13
Consolidated Statements of Income and Retained Earnings Goodwill 88 88
($ in millions) Other non-current assets 13,062 13,308
Total non-current assets 13,225 13,475
For the years ended June 30, 2024 2023
Total assets $ 13,689 $ 13,952
Retained earnings, beginning balance $ 6,937 $ 7,167
Liabilities
Net income 540 487 Current liabilities:
Short-term debt $ 338 $ 826
Payables 133 153
Retained earnings before distribution 7,477 7,654
Accrued employee costs 21 23
Other current liabilities 73 143
Dividends recognized during the financial period (716) (717)
Total current liabilities 565 1,145
Non-current liabilities:
Retained earnings at the end of the financial period $ 6,761 $ 6,937 Other non-current liabilities 2 2
Total liabilities 567 1,147
Shareholders' Equity
Issued capital 14 14
Additional paid-in capital 4,827 4,829
Retained earnings 6,761 6,937
Accumulated other comprehensive income 1,025 1,025
Total Deed shareholders' equity 12,627 12,805
Non-controlling interest (1) 495 —
Total shareholders' equity 13,122 12,805
Total liabilities and shareholders' equity $ 13,689 $ 13,952
(1) In fiscal year 2024, a non-controlling interest in ARP North America Holdco Ltd was acquired by Amcor Group Finance plc, a
wholly owned subsidiary of Amcor plc.
103 Amcor Annual Report 2024 104
Form 10-K 119
Deed of Cross Guarantee Deed of Cross Guarantee
Consolidated Statements of Comprehensive Income Consolidated Balance Sheets
($ in millions) ($ in millions)
For the years ended June 30, 2024 2023 As of June 30, 2024 2023
Assets
Net income $ 540 $ 487
Current assets:
Other comprehensive income/(loss) (1):
Cash and cash equivalents $ 89 $ 54
Foreign currency translation adjustments, net of tax — (10)
Receivables, net 295 342
Other comprehensive income/(loss) — (10) Inventories 55 60
Comprehensive income/(loss) attributable to non-controlling interest — — Prepaid expenses and other current assets 25 21
Total current assets 464 477
Total comprehensive income $ 540 $ 477
Non-current assets:
(1) All of the items in other comprehensive income/(loss) may be reclassified subsequently to profit or loss.
Property, plant, and equipment, net 60 60
Deferred tax assets 5 6
Deed of Cross Guarantee Other intangible assets, net 10 13
Consolidated Statements of Income and Retained Earnings Goodwill 88 88
($ in millions) Other non-current assets 13,062 13,308
Total non-current assets 13,225 13,475
For the years ended June 30, 2024 2023
Total assets $ 13,689 $ 13,952
Retained earnings, beginning balance $ 6,937 $ 7,167
Liabilities
Net income 540 487 Current liabilities:
Short-term debt $ 338 $ 826
Payables 133 153
Retained earnings before distribution 7,477 7,654
Accrued employee costs 21 23
Other current liabilities 73 143
Dividends recognized during the financial period (716) (717)
Total current liabilities 565 1,145
Non-current liabilities:
Retained earnings at the end of the financial period $ 6,761 $ 6,937 Other non-current liabilities 2 2
Total liabilities 567 1,147
Shareholders' Equity
Issued capital 14 14
Additional paid-in capital 4,827 4,829
Retained earnings 6,761 6,937
Accumulated other comprehensive income 1,025 1,025
Total Deed shareholders' equity 12,627 12,805
Non-controlling interest (1) 495 —
Total shareholders' equity 13,122 12,805
Total liabilities and shareholders' equity $ 13,689 $ 13,952
(1) In fiscal year 2024, a non-controlling interest in ARP North America Holdco Ltd was acquired by Amcor Group Finance plc, a
wholly owned subsidiary of Amcor plc.
103 104 Amcor Annual Report 2024
Form 10-K 120
Note 22 - Supplemental Cash Flow Information Note 23 - Subsequent Events
Supplemental cash flow information and non-cash investing activities are as follows: On August 5, 2024, the Company entered into an interest rate swap contract for a notional amount of $500 million.
Under the terms of the contract, the Company will pay a fixed rate of interest of 4.30% and receive a variable rate of interest,
For the years ended June 30,
based on compound overnight SOFR, effective from August 12, 2024, through June 30, 2025, with monthly settlements
($ in millions) 2024 2023 2022
commencing on September 1, 2024. The interest rate swap contract will economically hedge the SOFR component of the
Supplemental cash flow information: Company's forecasted commercial paper issuances.
Interest paid, net of amounts capitalized $ 336 $ 276 $ 155
On August 15, 2024, the Company's Board of Directors declared a quarterly cash dividend of $0.1250 per share to be
Income taxes paid 253 225 256
paid on September 26, 2024, to shareholders of record as of September 6, 2024. Amcor has received a waiver from the
Non-cash investing activities:
Australian Securities Exchange ("ASX") settlement operating rules, which will allow Amcor to defer processing conversions
Purchase of property, plant, and equipment accrued, but not paid $ 81 $ 71 $ 110 between its ordinary share and CHESS Depositary Instrument ("CDI") registers from September 5, 2024, to September 6, 2024,
Contingent and deferred liabilities incurred related to acquired businesses, inclusive.
but not paid 27 41 —
105 Amcor Annual Report 2024 106
Form 10-K 121
Note 22 - Supplemental Cash Flow Information Note 23 - Subsequent Events
Supplemental cash flow information and non-cash investing activities are as follows: On August 5, 2024, the Company entered into an interest rate swap contract for a notional amount of $500 million.
Under the terms of the contract, the Company will pay a fixed rate of interest of 4.30% and receive a variable rate of interest,
For the years ended June 30,
based on compound overnight SOFR, effective from August 12, 2024, through June 30, 2025, with monthly settlements
($ in millions) 2024 2023 2022
commencing on September 1, 2024. The interest rate swap contract will economically hedge the SOFR component of the
Supplemental cash flow information: Company's forecasted commercial paper issuances.
Interest paid, net of amounts capitalized $ 336 $ 276 $ 155
On August 15, 2024, the Company's Board of Directors declared a quarterly cash dividend of $0.1250 per share to be
Income taxes paid 253 225 256
paid on September 26, 2024, to shareholders of record as of September 6, 2024. Amcor has received a waiver from the
Non-cash investing activities:
Australian Securities Exchange ("ASX") settlement operating rules, which will allow Amcor to defer processing conversions
Purchase of property, plant, and equipment accrued, but not paid $ 81 $ 71 $ 110 between its ordinary share and CHESS Depositary Instrument ("CDI") registers from September 5, 2024, to September 6, 2024,
Contingent and deferred liabilities incurred related to acquired businesses, inclusive.
but not paid 27 41 —
105 106 Amcor Annual Report 2024
Form 10-K 122
Item 9. - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
None.
Item 10. - Directors, Executive Officers and Corporate Governance
Item 9A. - Controls and Procedures
The information required to be submitted in response to this item is omitted because a definitive proxy statement
Evaluation of Disclosure Controls and Procedures containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120
days after June 30, 2024, and such information is expressly incorporated herein by reference. Information with respect to our
Our management, with the participation of our Interim Chief Executive Officer and Chief Financial Officer, has executive officers appears in Part I of this Annual Report on Form 10-K.
evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024. The term "disclosure controls and
procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Our Board Committee Charters, Corporate Governance Guidelines, and our Code of Conduct & Ethics Policy can be
“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be electronically accessed at our website (http://www.amcor.com/investors) under "Corporate Governance" or, free of charge, by
disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and writing directly to us, Attention: Corporate Secretary. Our Board of Directors has adopted a Code of Conduct that applies to our
reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without principal executive officer, principal financial officer, principal accounting officer, and other persons performing similar
limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that functions. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to or waivers
it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal from our Code of Conduct by posting such information on the Investor Relations section of our website promptly following the
executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. date of such amendment or waiver.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only We are not including the information contained on our website as part of, or incorporating it by reference into, this
reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost- report.
benefit relationship of possible controls and procedures. Based on this evaluation, the Interim Chief Executive Officer and
Insider Trading Policy
Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2024.
Our Board of Directors has adopted an Insider Trading Policy which governs the purchase, sale, and/or other
Management's Report on Internal Control Over Financial Reporting
dispositions of our securities by our directors, officers, other key employees, and covered persons which we believe is
reasonably designed to ensure compliance with applicable insider trading rules, regulations, and listing standards. A copy of our
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal
control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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 framework" (2013)). All internal control systems, no matter how well designed, have
inherent limitations. Accordingly, even effective internal controls and procedures can provide only reasonable assurance with
respect to financial statement preparation and presentation.
Under the supervision and with the participation of our management, including our 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, 2024. Based on this evaluation, our management concluded that we maintained effective internal control over
financial reporting as of June 30, 2024.
The effectiveness of our internal control over financial reporting as of June 30, 2024 has been audited by
PricewaterhouseCoopers AG, an independent registered public accounting firm, as stated in their report, which appears on
"Item 8. - Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
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 2024 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. - Other Information
During the three months ended June 30, 2024, 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.
Item 9C. - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
107 Amcor Annual Report 2024 108
Form 10-K 123
Item 9. - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
None.
Item 10. - Directors, Executive Officers and Corporate Governance
Item 9A. - Controls and Procedures
The information required to be submitted in response to this item is omitted because a definitive proxy statement
Evaluation of Disclosure Controls and Procedures containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120
days after June 30, 2024, and such information is expressly incorporated herein by reference. Information with respect to our
Our management, with the participation of our Interim Chief Executive Officer and Chief Financial Officer, has executive officers appears in Part I of this Annual Report on Form 10-K.
evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024. The term "disclosure controls and
procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Our Board Committee Charters, Corporate Governance Guidelines, and our Code of Conduct & Ethics Policy can be
“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be electronically accessed at our website (http://www.amcor.com/investors) under "Corporate Governance" or, free of charge, by
disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and writing directly to us, Attention: Corporate Secretary. Our Board of Directors has adopted a Code of Conduct that applies to our
reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without principal executive officer, principal financial officer, principal accounting officer, and other persons performing similar
limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that functions. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to or waivers
it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal from our Code of Conduct by posting such information on the Investor Relations section of our website promptly following the
executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. date of such amendment or waiver.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only We are not including the information contained on our website as part of, or incorporating it by reference into, this
reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost- report.
benefit relationship of possible controls and procedures. Based on this evaluation, the Interim Chief Executive Officer and
Insider Trading Policy
Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2024.
Our Board of Directors has adopted an Insider Trading Policy which governs the purchase, sale, and/or other
Management's Report on Internal Control Over Financial Reporting
dispositions of our securities by our directors, officers, other key employees, and covered persons which we believe is
reasonably designed to ensure compliance with applicable insider trading rules, regulations, and listing standards. A copy of our
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal
control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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 framework" (2013)). All internal control systems, no matter how well designed, have
inherent limitations. Accordingly, even effective internal controls and procedures can provide only reasonable assurance with
respect to financial statement preparation and presentation.
Under the supervision and with the participation of our management, including our 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, 2024. Based on this evaluation, our management concluded that we maintained effective internal control over
financial reporting as of June 30, 2024.
The effectiveness of our internal control over financial reporting as of June 30, 2024 has been audited by
PricewaterhouseCoopers AG, an independent registered public accounting firm, as stated in their report, which appears on
"Item 8. - Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
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 2024 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. - Other Information
During the three months ended June 30, 2024, 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.
Item 9C. - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
107 108 Amcor Annual Report 2024
Form 10-K 124
PART IV
Item 11. - Executive Compensation
Item 15. - Exhibits and Financial Statement Schedules
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 Pages in
Form 10-K
days after June 30, 2024, and such information is expressly incorporated herein by reference.
(a) Financial Statements, Financial Statement Schedule, and Exhibits
Item 12. - Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
(1) Financial Statements
Equity compensation plans as of June 30, 2024, were as follows: Report of Independent Registered Public Accounting Firm (PCAOB ID 1358) 47
Consolidated Statements of Income 49
Number of securities
remaining available for Consolidated Statements of Comprehensive Income 50
Number of securities to be Weighted-average future issuance under
Consolidated Balance Sheets 51
issued upon exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities Consolidated Statements of Cash Flows 52
warrants, and rights warrants, and rights reflected in column (a))
Consolidated Statements of Equity 53
Plan Category (a) (b) (c)
Notes to Consolidated Financial Statements 54
Equity compensation
plans approved by (2) Financial Statement Schedule
security holders 50,444,293 (1) $ 10.86 (2) 34,236,729 (3)
Schedule II - Valuation and Qualifying Accounts and Reserves 116
Equity compensation
All other schedules are omitted because they are not applicable, or the required information is shown
plans not approved by
in the financial statements or notes thereto.
security holders — — —
Total 50,444,293 (1) $ 10.86 (2) 34,236,729 (3) (3) Exhibits
(1) Includes outstanding option awards of 33,196,772, which have a weighted-average exercise price of $10.86, 11,924,855 awards of
Exhibit Description Form of Filing
ordinary shares issuable upon vesting of performance shares/rights, 2,445,169 awards of ordinary shares issuable upon vesting of
share rights, and 2,877,497 restricted shares issued under the share retention plan. Transaction Agreement, dated as of August 6, 2018, by and among the Amcor plc,
(2) Performance shares/rights, share rights, restricted share units, and non-executive director share plans are excluded when 2 .1 Amcor Limited, Arctic Corp. and Bemis Company, Inc. (“Bemis”) (incorporated Incorporated by
determining the weighted-average exercise price of outstanding options. by reference to Annex A to Amcor plc's Registration Statement on Form S-4 filed Reference
on March 12, 2019).
(3) May be issued as options, performance shares/rights, share rights, or restricted share units.
Articles of Association of Amcor plc (incorporated by reference to Exhibit 3.1 to Incorporated by
3 .1
The additional information required to be submitted in response to this item is omitted because a definitive proxy Amcor plc’s Current Report on Form 8-K filed on June 13, 2019). Reference
statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A Memorandum of Association of Amcor plc (incorporated by reference to Exhibit Incorporated by
3 .2
within 120 days after June 30, 2024, and such information is expressly incorporated herein by reference. 3.1 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019). Reference
Indenture, dated as of April 28, 2016, among Amcor Finance (USA), Inc., Amcor
Item 13. - Certain Relationships and Related Transactions, and Director Independence Limited, Amcor UK Finance PLC and Deutsche Bank Trust Company Americas Incorporated by
4 .1
(incorporated by reference to Exhibit 4.7 to Amcor plc’s Registration Statement on Reference
Form S-4 filed on March 12, 2019).
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 Form of 5.625% Guaranteed Senior Note due 2033 (incorporated by reference to Incorporated by
4 .2
Exhibit 4.3 on Amcor plc's Current Report on Form 8-K filed on May 26, 2023. Reference
days after June 30, 2024, and such information is expressly incorporated herein by reference.
Indenture, dated as of May 26, 2023, among Amcor Finance (USA), Inc., Amcor
Item 14. - Principal Accountant Fees and Services plc, Amcor UK Finance plc, Amcor Pty Ltd and Amcor Flexibles North America, Incorporated by
4 .3 Inc. and Deutsche Bank Trust Company Americas, as trustee (including the
Reference
guarantees) (incorporated by reference to Exhibit 4.1 on Amcor plc's Current
The information required to be submitted in response to this item is omitted because a definitive proxy statement Report on Form 8-K filed on May 26, 2023).
containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120
Form of 3.625% Notes due 2026 (incorporated by reference to Exhibit 4.8 to Incorporated by
days after June 30, 2024, and such information is expressly incorporated herein by reference. 4 .4 Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019). Reference
Form of 4.500% Notes due 2028 (incorporated by reference to Exhibit 4.9 to Incorporated by
4 .5
Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019). Reference
Form of 3.100% Notes due 2026 (incorporated by reference to Exhibit 4.13 to Incorporated by
4 .6
Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019). Reference
Form of Indenture, dated as of June 15, 1995, between Bemis and U.S. Bank Trust
National Association (formerly known as First Trust National Association), as Incorporated by
4 .7
trustee (incorporated by reference to Exhibit 4.10 to Amcor plc’s Registration Reference
Statement on Form S-4 filed on March 12, 2019)
Form of 2.630% Guaranteed Senior Note Due 2030 (incorporated by reference to Incorporated by
4 .8
Exhibit 4.2 on Amcor plc’s Current Report on Form 8-K filed on June 19, 2020). Reference
Form of 1.125% Guaranteed Senior Note Due 2027 (incorporated by reference to Incorporated by
4 .9
Exhibit 4.2 on Amcor plc’s Current Report on Form 8-K filed on June 23, 2020). Reference
109 Amcor Annual Report 2024 110
Form 10-K 125
PART IV
Item 11. - Executive Compensation
Item 15. - Exhibits and Financial Statement Schedules
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 Pages in
Form 10-K
days after June 30, 2024, and such information is expressly incorporated herein by reference.
(a) Financial Statements, Financial Statement Schedule, and Exhibits
Item 12. - Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
(1) Financial Statements
Equity compensation plans as of June 30, 2024, were as follows: Report of Independent Registered Public Accounting Firm (PCAOB ID 1358) 47
Consolidated Statements of Income 49
Number of securities
remaining available for Consolidated Statements of Comprehensive Income 50
Number of securities to be Weighted-average future issuance under
Consolidated Balance Sheets 51
issued upon exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities Consolidated Statements of Cash Flows 52
warrants, and rights warrants, and rights reflected in column (a))
Consolidated Statements of Equity 53
Plan Category (a) (b) (c)
Notes to Consolidated Financial Statements 54
Equity compensation
plans approved by (2) Financial Statement Schedule
security holders 50,444,293 (1) $ 10.86 (2) 34,236,729 (3)
Schedule II - Valuation and Qualifying Accounts and Reserves 116
Equity compensation
All other schedules are omitted because they are not applicable, or the required information is shown
plans not approved by
in the financial statements or notes thereto.
security holders — — —
Total 50,444,293 (1) $ 10.86 (2) 34,236,729 (3) (3) Exhibits
(1) Includes outstanding option awards of 33,196,772, which have a weighted-average exercise price of $10.86, 11,924,855 awards of
Exhibit Description Form of Filing
ordinary shares issuable upon vesting of performance shares/rights, 2,445,169 awards of ordinary shares issuable upon vesting of
share rights, and 2,877,497 restricted shares issued under the share retention plan. Transaction Agreement, dated as of August 6, 2018, by and among the Amcor plc,
(2) Performance shares/rights, share rights, restricted share units, and non-executive director share plans are excluded when 2 .1 Amcor Limited, Arctic Corp. and Bemis Company, Inc. (“Bemis”) (incorporated Incorporated by
determining the weighted-average exercise price of outstanding options. by reference to Annex A to Amcor plc's Registration Statement on Form S-4 filed Reference
on March 12, 2019).
(3) May be issued as options, performance shares/rights, share rights, or restricted share units.
Articles of Association of Amcor plc (incorporated by reference to Exhibit 3.1 to Incorporated by
3 .1
The additional information required to be submitted in response to this item is omitted because a definitive proxy Amcor plc’s Current Report on Form 8-K filed on June 13, 2019). Reference
statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A Memorandum of Association of Amcor plc (incorporated by reference to Exhibit Incorporated by
3 .2
within 120 days after June 30, 2024, and such information is expressly incorporated herein by reference. 3.1 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019). Reference
Indenture, dated as of April 28, 2016, among Amcor Finance (USA), Inc., Amcor
Item 13. - Certain Relationships and Related Transactions, and Director Independence Limited, Amcor UK Finance PLC and Deutsche Bank Trust Company Americas Incorporated by
4 .1
(incorporated by reference to Exhibit 4.7 to Amcor plc’s Registration Statement on Reference
Form S-4 filed on March 12, 2019).
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 Form of 5.625% Guaranteed Senior Note due 2033 (incorporated by reference to Incorporated by
4 .2
Exhibit 4.3 on Amcor plc's Current Report on Form 8-K filed on May 26, 2023. Reference
days after June 30, 2024, and such information is expressly incorporated herein by reference.
Indenture, dated as of May 26, 2023, among Amcor Finance (USA), Inc., Amcor
Item 14. - Principal Accountant Fees and Services plc, Amcor UK Finance plc, Amcor Pty Ltd and Amcor Flexibles North America, Incorporated by
4 .3 Inc. and Deutsche Bank Trust Company Americas, as trustee (including the
Reference
guarantees) (incorporated by reference to Exhibit 4.1 on Amcor plc's Current
The information required to be submitted in response to this item is omitted because a definitive proxy statement Report on Form 8-K filed on May 26, 2023).
containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120
Form of 3.625% Notes due 2026 (incorporated by reference to Exhibit 4.8 to Incorporated by
days after June 30, 2024, and such information is expressly incorporated herein by reference. 4 .4 Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019). Reference
Form of 4.500% Notes due 2028 (incorporated by reference to Exhibit 4.9 to Incorporated by
4 .5
Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019). Reference
Form of 3.100% Notes due 2026 (incorporated by reference to Exhibit 4.13 to Incorporated by
4 .6
Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019). Reference
Form of Indenture, dated as of June 15, 1995, between Bemis and U.S. Bank Trust
National Association (formerly known as First Trust National Association), as Incorporated by
4 .7
trustee (incorporated by reference to Exhibit 4.10 to Amcor plc’s Registration Reference
Statement on Form S-4 filed on March 12, 2019)
Form of 2.630% Guaranteed Senior Note Due 2030 (incorporated by reference to Incorporated by
4 .8
Exhibit 4.2 on Amcor plc’s Current Report on Form 8-K filed on June 19, 2020). Reference
Form of 1.125% Guaranteed Senior Note Due 2027 (incorporated by reference to Incorporated by
4 .9
Exhibit 4.2 on Amcor plc’s Current Report on Form 8-K filed on June 23, 2020). Reference
109 110 Amcor Annual Report 2024
Form 10-K 126
Exhibit Description Form of Filing Exhibit Description Form of Filing
Supplemental Indenture, dated as of June 13, 2019, by and between Bemis and Registration Rights Agreement, dated as of June 13, 2019, by and among AFUI,
Incorporated by
4 .10 U.S. Bank National Association, as trustee (incorporated by reference to Exhibit Amcor plc, Amcor Limited, Bemis, Amcor UK Finance plc and the Dealer
Reference Incorporated by
10.1 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019). 4 .24 Managers, relating to the Amcor’s 3.625% 2026 Notes (incorporated by reference
Reference
to Exhibit 10.7 on Amcor plc’s Current Report on Form 8-K filed on June 17,
Indenture, dated as of June 13, 2019, by and among Bemis, as issuer, Amcor plc,
2019).
Amcor Limited, AFUI, Amcor UK Finance plc and Deutsche Bank Trust Incorporated by
4 .11
Company Americas, as trustee (incorporated by reference to Exhibit 10.3 on Reference Registration Rights Agreement, dated as of June 13, 2019, by and among AFUI,
Amcor plc’s Current Report on Form 8-K filed on June 17, 2019). Amcor plc, Amcor Limited, Bemis, Amcor UK Finance plc and the Dealer
Incorporated by
4 .25 Managers, relating to the Amcor’s 4.500% 2028 Notes (incorporated by reference
Indenture, dated as of June 13, 2019, by and among AFUI, as issuer, Amcor plc, Reference
to Exhibit 10.8 on Amcor plc’s Current Report on Form 8-K filed on June 17,
Amcor Limited, Bemis, Amcor UK Finance plc and Deutsche Bank Trust Incorporated by
4 .12 2019).
Company Americas, as trustee (incorporated by reference to Exhibit 10.4 on Reference
Amcor plc’s Current Report on Form 8-K filed on June 17, 2019). 4 .26 Description of the Company's Common Stock Filed Herewith
First Supplemental Indenture, dated as of May 23, 2024, among Amcor Flexibles 4 .27 Description of the Company's 1.125% Guaranteed Senior Note Due 2027 Filed Herewith
North America, Inc., Amcor Group Finance plc and Deutsche Bank Trust Incorporated by
4 .13 4 .28 Description of the Company's 5.450% Guaranteed Senior Note Due 2029 Filed Herewith
Company Americas, as trustee (incorporated by reference to Exhibit 4.4 on Amcor Reference
plc's Current Report on Form 8-K filed on May 23, 2024). 4 .29 Description of the Company's 3.950% Guaranteed Senior Note Due 2032 Filed Herewith
Second Supplemental Indenture, dated as of May 23, 2024, among Amcor Form of 2.690% Guaranteed Senior Note Due 2031 (incorporated by reference to Incorporated by
4 .30
Flexibles North America, Inc., Amcor Group Finance plc and Deutsche Bank Trust Incorporated by Exhibit 4.3 on Amcor plc's Current Report on Form 8-K filed on May 25, 2021). Reference
4 .14
Company Americas, as trustee (incorporated by reference to Exhibit 4.5 on Amcor Reference
Form of 4.000% Guaranteed Senior Note due 2025 (incorporated by reference to Incorporated by
plc's Current Report on Form 8-K filed on May 23, 2024). 4 .31
Exhibit 4.3 on Amcor plc's Current Report on Form 8-K filed on May 17, 2022). Reference
First Supplemental Indenture, dated as of May 23, 2024, among Amcor Flexibles
Form of 5.450% Guaranteed Senior Note due 2029 (incorporated by reference to Incorporated by
North America, Inc., Amcor Group Finance plc and Deutsche Bank Trust Incorporated by 4 .32
4 .15 Exhibit 4.3 to Amcor plc’s Current Report on Form 8-K filed on May 23, 2024). Reference
Company Americas, as trustee (incorporated by reference to Exhibit 4.6 on Amcor Reference
plc's Current Report on Form 8-K filed on May 23, 2024). Form of 3.950% Guaranteed Senior Note due 2032 (incorporated by reference to Incorporated by
4 .33
Exhibit 4.3 to Amcor plc’s Current Report on Form 8-K filed on May 29, 2024). Reference
First Supplemental Indenture, dated as of May 23, 2024, among Amcor UK
Finance plc, Amcor Group Finance plc and Deutsche Bank Trust Company Incorporated by First Supplemental Indenture, dated as of June 30, 2022, among Amcor Finance
4 .16
Americas, as trustee (incorporated by reference to Exhibit 4.7 on Amcor plc's Reference (USA), Inc., Amcor Flexibles North America, Inc. and Deutsche Bank Trust Incorporated by
4 .34
Current Report on Form 8-K filed on May 23, 2024). Company Americas (incorporated by reference to Exhibit 4.7 on Amcor plc's Reference
Current Report on Form 8-K filed on July 1, 2022).
First Supplemental Indenture, dated as of May 23, 2024, among Amcor Finance
(USA), Inc., Amcor Group Finance plc and Deutsche Bank Trust Company Incorporated by Second Supplemental Indenture, dated as of June 30, 2022, among Amcor Finance
4 .17
Americas, as trustee (incorporated by reference to Exhibit 4.8 on Amcor plc's Reference (USA), Inc., Amcor Flexibles North America, Inc. and Deutsche Bank Trust Incorporated by
4 .35
Current Report on Form 8-K filed on May 23, 2024). Company Americas (incorporated by reference to Exhibit 4.6 on Amcor plc's Reference
Current Report on Form 8-K filed on July 1, 2022).
Indenture, dated as of May 23, 2024, among Amcor Group Finance plc, Amcor
4 .18 p A Al m mc, c eA o rim r c aFc slo ,e r x a F sib i tn l re ua s sn tNc ee eo ( r (U t ih nS cAA lum) d, e iI nrn i gcc a. t, h, A eIn m gc u.c aao rnr a d nU tDK eee sF u )ti sn (c ia nhn cec o e B r pp a ol nc rk, a tA T er dm u bsc t yo C r r eP o fmt ey rp eL a nt nd cy e a tn od Inc Ror ep feo rr ea nte cd e by 10 .1 A E 20xm 1hc 9ibo ).ir *t p 9l 9c . 12 0 to1 9 A O mm con ri b pu lcs ’I sn Rce en gt ii sv te ra S tih oa nr e S tP al ta en m ( ei nn tc o or np For oa rt med S b -y 8 r fe ilf ee dre on nc e J uto ly 22, Inc Ror ep feo rr ea nte cd e by
Exhibit 4.1 to Amcor plc’s Current Report on Form 8-K filed on May 23, 2024).
Amcor Rigid Plastics Deferred Compensation Plan, as amended by that certain
Indenture, dated as of May 29, 2024, among Amcor UK Finance plc, Amcor plc, First Amendment, dated December 11, 2014, that certain Second Amendment,
4 .19 A Am mc co or r F Fi ln exan ibc le e s( U NS oA rth), AIn mc. e, rA icm a,c Io nr c G . ar no du p D F ei un ta sn chce e p Bl ac n, kA Tm rc uo sr t CPt oy m L pt ad n a yn d Inc Ror ep feo rr ea nte cd e by 10 .2 d 2a 0t 1e 9d (D ine cc oe rm pob re ar t e1 d0 , b 2 y0 r1 e8 fe a rn end c t eh a tot c Ee xrt ha ii bn i tT 1h 0ir .8d tA o m Ae mnd com re pn lt c, 'sd a Ft oe rd m D 1e 0c -e Km b fie ler d1 6 o, n Inc Ror ep feo rr ea nte cd e by
Americas, as trustee (including the guarantees) (incorporated by reference to August 27, 2020).*
Exhibit 4.1 on Amcor plc's Current Report on Form 8-K filed on May 29, 2024).
Employment Agreement between Amcor Limited and Ronald Delia, dated as of
Incorporated by
Indenture, dated as of June 13, 2019, by and among AFUI, as issuer, Amcor plc, 10 .3 January 21, 2015 (incorporated by reference to Exhibit 10.3 to Amcor plc’s
Reference
Amcor Limited, Bemis, Amcor UK Finance plc and Deutsche Bank Trust Incorporated by Registration Statement on Form S-4 filed on March 12, 2019).*
4 .20
Company Americas, as trustee (incorporated by reference to Exhibit 10.4 on Reference
Amcor plc’s Current Report on Form 8-K filed on June 17, 2019). Employment Agreement between Amcor Limited and Michael Casamento, dated Incorporated by
10 .4 as of September 23, 2015 (incorporated by reference to Exhibit 10.4 to Amcor
Indenture, dated as of June 19, 2020, by and among Bemis, as issuer, Amcor plc, plc’s Registration Statement on Form S-4 filed on March 12, 2019).* Reference
Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Pty Ltd and Deutsche Incorporated by
4 .21 Bank Trust Company Americas, the trustee (incorporated by reference to Exhibit Reference Employment Agreement between Amcor Limited and Ian Wilson, dated as of Incorporated by
4.1 on Amcor plc’s Current Report on Form 8-K filed on June 19, 2020). 10 .5 May 22, 2014 (incorporated by reference to Exhibit 10.5 to Amcor plc’s Reference
Registration Statement on Form S-4 filed on March 12, 2019).*
Indenture, dated as of June 23, 2020, by and among Amcor UK Finance plc, as
4 .22 i I rs n es fcu e. re a er n n, d cA eDm te oc u o Etr s x cp hhl ic e b, iBA t a 4m n .1kc o oTr n rF u Ai sn t m a Cn co oc me r p( pU la cnS ’syA CA), u mI rn re ec r n. i, c t A a Rsm e, ptc h oo e rr t t P r out ny s t FL e oetd r ( m, i nB 8ce o -m Krpi s o fi r lC a eto dem d o p nba y Jn u y n, e Inc Ror ep feo rr ea nte cd e by 10 .6 E S Rem ep gp t ie slo m try abm te iore nn 1 t 7 S A , t a2g t0r ee 0 me 9m e ( nie tnn oct o nb r e Fpt o ow r ra me te e n Sd - A b 4m y f irc le eo f dr e L r oe ni nm c Mi et ae t rd o c a hEn x 1d h 2 iP ,b e 2it t 0e 1 1r 0 9K . )6 .o * n toie Acz mn cy o, rd pat le cd ’s as of Inc Ror ep feo rr ea nte cd e by
23, 2020). Employment Agreement between Amcor Limited and Eric Roegner, dated as of
Incorporated by
Registration Rights Agreement, dated as of June 13, 2019, by and among Bemis, 10 .7 August 28, 2018 (incorporated by reference to Exhibit 10.7 to Amcor plc’s
Reference
Amcor plc, Amcor Limited, AFUI, Amcor UK Finance plc and the Dealer Incorporated by Registration Statement on Form S-4 filed on March 12, 2019).*
4 .23
Managers, relating to the Bemis’ 3.100% 2026 Notes (incorporated by reference to Reference
Form of Deed of Appointment (incorporated by reference to Exhibit 10.8 to Incorporated by
Exhibit 10.6 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019). 10 .8
Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).* Reference
111 Amcor Annual Report 2024 112
Form 10-K 127
Exhibit Description Form of Filing Exhibit Description Form of Filing
Supplemental Indenture, dated as of June 13, 2019, by and between Bemis and Registration Rights Agreement, dated as of June 13, 2019, by and among AFUI,
Incorporated by
4 .10 U.S. Bank National Association, as trustee (incorporated by reference to Exhibit Amcor plc, Amcor Limited, Bemis, Amcor UK Finance plc and the Dealer
Reference Incorporated by
10.1 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019). 4 .24 Managers, relating to the Amcor’s 3.625% 2026 Notes (incorporated by reference
Reference
to Exhibit 10.7 on Amcor plc’s Current Report on Form 8-K filed on June 17,
Indenture, dated as of June 13, 2019, by and among Bemis, as issuer, Amcor plc,
2019).
Amcor Limited, AFUI, Amcor UK Finance plc and Deutsche Bank Trust Incorporated by
4 .11
Company Americas, as trustee (incorporated by reference to Exhibit 10.3 on Reference Registration Rights Agreement, dated as of June 13, 2019, by and among AFUI,
Amcor plc’s Current Report on Form 8-K filed on June 17, 2019). Amcor plc, Amcor Limited, Bemis, Amcor UK Finance plc and the Dealer
Incorporated by
4 .25 Managers, relating to the Amcor’s 4.500% 2028 Notes (incorporated by reference
Indenture, dated as of June 13, 2019, by and among AFUI, as issuer, Amcor plc, Reference
to Exhibit 10.8 on Amcor plc’s Current Report on Form 8-K filed on June 17,
Amcor Limited, Bemis, Amcor UK Finance plc and Deutsche Bank Trust Incorporated by
4 .12 2019).
Company Americas, as trustee (incorporated by reference to Exhibit 10.4 on Reference
Amcor plc’s Current Report on Form 8-K filed on June 17, 2019). 4 .26 Description of the Company's Common Stock Filed Herewith
First Supplemental Indenture, dated as of May 23, 2024, among Amcor Flexibles 4 .27 Description of the Company's 1.125% Guaranteed Senior Note Due 2027 Filed Herewith
North America, Inc., Amcor Group Finance plc and Deutsche Bank Trust Incorporated by
4 .13 4 .28 Description of the Company's 5.450% Guaranteed Senior Note Due 2029 Filed Herewith
Company Americas, as trustee (incorporated by reference to Exhibit 4.4 on Amcor Reference
plc's Current Report on Form 8-K filed on May 23, 2024). 4 .29 Description of the Company's 3.950% Guaranteed Senior Note Due 2032 Filed Herewith
Second Supplemental Indenture, dated as of May 23, 2024, among Amcor Form of 2.690% Guaranteed Senior Note Due 2031 (incorporated by reference to Incorporated by
4 .30
Flexibles North America, Inc., Amcor Group Finance plc and Deutsche Bank Trust Incorporated by Exhibit 4.3 on Amcor plc's Current Report on Form 8-K filed on May 25, 2021). Reference
4 .14
Company Americas, as trustee (incorporated by reference to Exhibit 4.5 on Amcor Reference
Form of 4.000% Guaranteed Senior Note due 2025 (incorporated by reference to Incorporated by
plc's Current Report on Form 8-K filed on May 23, 2024). 4 .31
Exhibit 4.3 on Amcor plc's Current Report on Form 8-K filed on May 17, 2022). Reference
First Supplemental Indenture, dated as of May 23, 2024, among Amcor Flexibles
Form of 5.450% Guaranteed Senior Note due 2029 (incorporated by reference to Incorporated by
North America, Inc., Amcor Group Finance plc and Deutsche Bank Trust Incorporated by 4 .32
4 .15 Exhibit 4.3 to Amcor plc’s Current Report on Form 8-K filed on May 23, 2024). Reference
Company Americas, as trustee (incorporated by reference to Exhibit 4.6 on Amcor Reference
plc's Current Report on Form 8-K filed on May 23, 2024). Form of 3.950% Guaranteed Senior Note due 2032 (incorporated by reference to Incorporated by
4 .33
Exhibit 4.3 to Amcor plc’s Current Report on Form 8-K filed on May 29, 2024). Reference
First Supplemental Indenture, dated as of May 23, 2024, among Amcor UK
Finance plc, Amcor Group Finance plc and Deutsche Bank Trust Company Incorporated by First Supplemental Indenture, dated as of June 30, 2022, among Amcor Finance
4 .16
Americas, as trustee (incorporated by reference to Exhibit 4.7 on Amcor plc's Reference (USA), Inc., Amcor Flexibles North America, Inc. and Deutsche Bank Trust Incorporated by
4 .34
Current Report on Form 8-K filed on May 23, 2024). Company Americas (incorporated by reference to Exhibit 4.7 on Amcor plc's Reference
Current Report on Form 8-K filed on July 1, 2022).
First Supplemental Indenture, dated as of May 23, 2024, among Amcor Finance
(USA), Inc., Amcor Group Finance plc and Deutsche Bank Trust Company Incorporated by Second Supplemental Indenture, dated as of June 30, 2022, among Amcor Finance
4 .17
Americas, as trustee (incorporated by reference to Exhibit 4.8 on Amcor plc's Reference (USA), Inc., Amcor Flexibles North America, Inc. and Deutsche Bank Trust Incorporated by
4 .35
Current Report on Form 8-K filed on May 23, 2024). Company Americas (incorporated by reference to Exhibit 4.6 on Amcor plc's Reference
Current Report on Form 8-K filed on July 1, 2022).
Indenture, dated as of May 23, 2024, among Amcor Group Finance plc, Amcor
4 .18 p A Al m mc, c eA o rim r c aFc slo ,e r x a F sib i tn l re ua s sn tNc ee eo ( r (U t ih nS cAA lum) d, e iI nrn i gcc a. t, h, A eIn m gc u.c aao rnr a d nU tDK eee sF u )ti sn (c ia nhn cec o e B r pp a ol nc rk, a tA T er dm u bsc t yo C r r eP o fmt ey rp eL a nt nd cy e a tn od Inc Ror ep feo rr ea nte cd e by 10 .1 E 2A 0xm 1hc 9ibo ).ir *t p 9l 9c . 12 0 to1 9 A O mm con ri b pu lcs ’I sn Rce en gt ii sv te ra S tih oa nr e S tP al ta en m ( ei nn tc o or np For oa rt med S b -y 8 r fe ilf ee dre on nc e J uto ly 22, Inc Ror ep feo rr ea nte cd e by
Exhibit 4.1 to Amcor plc’s Current Report on Form 8-K filed on May 23, 2024).
Amcor Rigid Plastics Deferred Compensation Plan, as amended by that certain
Indenture, dated as of May 29, 2024, among Amcor UK Finance plc, Amcor plc, First Amendment, dated December 11, 2014, that certain Second Amendment,
4 .19 A Am mc co or r F Fi ln exan ibc le e s( U NS oA rth), AIn mc. e, rA icm a,c Io nr c G . ar no du p D F ei un ta sn chce e p Bl ac n, kA Tm rc uo sr t CPt oy m L pt ad n a yn d Inc Ror ep feo rr ea nte cd e by 10 .2 d 2a 0t 1e 9d (D ine cc oe rm pob re ar t e1 d0 , b 2 y0 r1 e8 fe a rn end c t eh a tot c Ee xrt ha ii bn i tT 1h 0ir .8d tA o m Ae mnd com re pn lt c, 'sd a Ft oe rd m D 1e 0c -e Km b fie ler d1 6 o, n Inc Ror ep feo rr ea nte cd e by
Americas, as trustee (including the guarantees) (incorporated by reference to August 27, 2020).*
Exhibit 4.1 on Amcor plc's Current Report on Form 8-K filed on May 29, 2024).
Employment Agreement between Amcor Limited and Ronald Delia, dated as of
Incorporated by
Indenture, dated as of June 13, 2019, by and among AFUI, as issuer, Amcor plc, 10 .3 January 21, 2015 (incorporated by reference to Exhibit 10.3 to Amcor plc’s
Reference
Amcor Limited, Bemis, Amcor UK Finance plc and Deutsche Bank Trust Incorporated by Registration Statement on Form S-4 filed on March 12, 2019).*
4 .20
Company Americas, as trustee (incorporated by reference to Exhibit 10.4 on Reference
Amcor plc’s Current Report on Form 8-K filed on June 17, 2019). Employment Agreement between Amcor Limited and Michael Casamento, dated Incorporated by
10 .4 as of September 23, 2015 (incorporated by reference to Exhibit 10.4 to Amcor
Indenture, dated as of June 19, 2020, by and among Bemis, as issuer, Amcor plc, plc’s Registration Statement on Form S-4 filed on March 12, 2019).* Reference
Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Pty Ltd and Deutsche Incorporated by
4 .21 Bank Trust Company Americas, the trustee (incorporated by reference to Exhibit Reference Employment Agreement between Amcor Limited and Ian Wilson, dated as of Incorporated by
4.1 on Amcor plc’s Current Report on Form 8-K filed on June 19, 2020). 10 .5 May 22, 2014 (incorporated by reference to Exhibit 10.5 to Amcor plc’s Reference
Registration Statement on Form S-4 filed on March 12, 2019).*
Indenture, dated as of June 23, 2020, by and among Amcor UK Finance plc, as
4 .22 i I rs n es fcu e. re a er n n, d cA eDm te oc u o Etr s x cp hhl ic e b, iBA t a 4m n .1kc o oTr n rF u Ai sn t m a Cn co oc me r p( pU la cnS ’syA CA), u mI rn re ec r n. i, c t A a Rsm e, ptc h oo e rr t t P r out ny s t FL e oetd r ( m, i nB 8ce o -m Krpi s o fi r lC a eto dem d o p nba y Jn u y n, e Inc Ror ep feo rr ea nte cd e by 10 .6 S RE em ep gp t ie slo m try abm te iore nn 1 t 7 S A , t a2g t0r ee 0 me 9m e ( nie tnn oct o nb r e Fpt o ow r ra me te e n Sd - A b 4m y f irc le eo f dr e L r oe ni nm c Mi et ae t rd o c a hEn x 1d h 2 iP ,b e 2it t 0e 1 1r 0 9K . )6 .o * n toie Acz mn cy o, rd pat le cd ’s as of Inc Ror ep feo rr ea nte cd e by
23, 2020). Employment Agreement between Amcor Limited and Eric Roegner, dated as of
Incorporated by
Registration Rights Agreement, dated as of June 13, 2019, by and among Bemis, 10 .7 August 28, 2018 (incorporated by reference to Exhibit 10.7 to Amcor plc’s
Reference
Amcor plc, Amcor Limited, AFUI, Amcor UK Finance plc and the Dealer Incorporated by Registration Statement on Form S-4 filed on March 12, 2019).*
4 .23
Managers, relating to the Bemis’ 3.100% 2026 Notes (incorporated by reference to Reference
Form of Deed of Appointment (incorporated by reference to Exhibit 10.8 to Incorporated by
Exhibit 10.6 on Amcor plc’s Current Report on Form 8-K filed on June 17, 2019). 10 .8
Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).* Reference
111 112 Amcor Annual Report 2024
Form 10-K 128
Exhibit Description Form of Filing Exhibit Description Form of Filing
Supplement No. 1 to the Term Loan Agreement Guaranty, dated as of June 11, Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18
2019, with Bemis and JPMorgan, as administrative agent (incorporated by Incorporated by 32 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of Furnished Herewith
10 .9
reference to Exhibit 10.27 on Amcor plc’s Current Report on Form 8-K filed on Reference 2002.
June 17, 2019).
97 Amcor plc Compensation Recovery Policy Filed Herewith
Employment Agreement between Amcor Limited and Michael Zacka, dated as of
Incorporated by Inline XBRL Instance Document - the instance document does not appear in the
10 .10 February 24, 2017 (incorporated by reference to Exhibit 10.24 to Amcor plc's
Reference 101 .INS Interactive Data file because its XBRL tags are embedded within the Inline XBRL Filed Electronically
Form 10-K filed on August 24, 2021).*
document.
Three-Year Syndicated Facility Agreement, dated as of April 26, 2022, by and
101 .SCH Inline XBRL Taxonomy Extension Schema Document. Filed Electronically
among, Amcor plc, Amcor Pty Ltd, Amcor Finance (USA), Inc., Amcor UK
Finance plc and Amcor Flexibles North America, Inc., the lenders party thereto Incorporated by 101 .CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. Filed Electronically
10 .11
and JPMorgan Chase Bank, N.A., as administrative agent and foreign Reference
101 .DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. Filed Electronically
administrative agent (incorporated herein by reference to Exhibit 10.1 to Amcor
plc's Current Report on Form 8-K filed on April 28, 2022). 101 .LAB Inline XBRL Taxonomy Extension Label Linkbase Document. Filed Electronically
First Amendment to Three-Year Syndicated Facility Agreement, dated as of April 101 .PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. Filed Electronically
23, 2024, by and among Amcor plc, Amcor Finance (USA), Inc., Amcor UK
Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Finance plc, Amcor Pty Ltd, Amcor Flexibles North America, Inc., the lenders Incorporated by 104 Filed Electronically
10 .12 Exhibit 101).
party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and Reference
foreign administrative agent (incorporated herein by reference to Exhibit 10.1 of * This exhibit is a management contract or compensatory plan or arrangement.
Amcor plc’s Form 8-K filed on April 25, 2024)
Guarantee Agreement dated as of April 26, 2022 among Amcor plc, Amcor Pty Item 16. - Form 10-K Summary
Ltd, Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North
10 .13 Filed Herewith
America, Inc., the other guarantors from time to time party thereto an JPMorgan None.
Chase Bank, N.A., as administrative agent
Guarantee Agreement dated as of April 26, 2022, among Amcor plc, Amcor Pty
Ltd, Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North
10 .14 Filed Herewith
America, Inc., the other guarantors from time to time party thereto and JPMorgan
Chase Bank, N.A., as administrative agent
Supplement No. 1 dated as of May 23, 2024 to the Guarantee Agreement dated as
of April 26, 2022, among the Company, Amcor Pty Ltd, Amcor Finance (USA),
10 .15 Inc., Amcor UK Finance plc, Amcor Flexibles North America, Inc., the other Filed Herewith
guarantors from time to time party thereto and JPMorgan Chase Bank, N.A., as
administrative agent
Supplement No. 1 dated as of May 23, 2024 to the Guarantee Agreement dated as
of April 26, 2022, among Amcor plc, Amcor Pty Ltd, Amcor Finance (USA), Inc.,
10 .16 Amcor UK Finance plc, Amcor Flexibles North America, Inc., the other Filed Herewith
guarantors from time to time party thereto and JPMorgan Chase Bank, N.A., as
administrative agent
Five-Year Syndicated Facility Agreement, dated as of April 26, 2022, by and
among, Amcor plc, Amcor Pty Ltd, Amcor Finance (USA), Inc., Amcor UK
Finance plc and Amcor Flexibles North America, Inc., the lenders party thereto Incorporated by
10 .17
and JPMorgan Chase Bank, N.A., as administrative agent and foreign Reference
administrative agent (incorporated herein by reference to Exhibit 10.2 to Amcor
plc's Current Report on Form 8-K filed on April 28, 2022).
Transition and Release Agreement between Amcor plc and Ronald Delia, dated as
Incorporated by
10 .18 of March 16, 2024 (incorporated by reference to Exhibit 10.1 to Amcor plc's Form
Reference
10-Q filed on May 1, 2024)*.
Interim CEO Letter Agreement between Amcor plc and Peter Konieczny, dated as
Incorporated by
10 .19 of March 16, 2024 (incorporated by reference to Exhibit 10.2 to Amcor plc's Form
Reference
10-Q filed on May 1, 2024)*.
19 Insider Trading Policy Filed Herewith
21 Subsidiaries of Amcor plc. Filed Herewith
22 Subsidiary Guarantors and Issuers of Guaranteed Securities. Filed Herewith
Consent of PricewaterhouseCoopers AG as auditors for the financial statements of
23 Filed Herewith
Amcor plc.
Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under
31 .1 Filed Herewith
the Securities Exchange Act of 1934, as amended.
Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under
31 .2 Filed Herewith
the Securities Exchange Act of 1934, as amended.
113 Amcor Annual Report 2024 114
Form 10-K 129
Exhibit Description Form of Filing Exhibit Description Form of Filing
Supplement No. 1 to the Term Loan Agreement Guaranty, dated as of June 11, Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18
2019, with Bemis and JPMorgan, as administrative agent (incorporated by Incorporated by 32 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of Furnished Herewith
10 .9
reference to Exhibit 10.27 on Amcor plc’s Current Report on Form 8-K filed on Reference 2002.
June 17, 2019).
97 Amcor plc Compensation Recovery Policy Filed Herewith
Employment Agreement between Amcor Limited and Michael Zacka, dated as of
Incorporated by Inline XBRL Instance Document - the instance document does not appear in the
10 .10 February 24, 2017 (incorporated by reference to Exhibit 10.24 to Amcor plc's
Reference 101 .INS Interactive Data file because its XBRL tags are embedded within the Inline XBRL Filed Electronically
Form 10-K filed on August 24, 2021).*
document.
Three-Year Syndicated Facility Agreement, dated as of April 26, 2022, by and
101 .SCH Inline XBRL Taxonomy Extension Schema Document. Filed Electronically
among, Amcor plc, Amcor Pty Ltd, Amcor Finance (USA), Inc., Amcor UK
Finance plc and Amcor Flexibles North America, Inc., the lenders party thereto Incorporated by 101 .CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. Filed Electronically
10 .11
and JPMorgan Chase Bank, N.A., as administrative agent and foreign Reference
101 .DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. Filed Electronically
administrative agent (incorporated herein by reference to Exhibit 10.1 to Amcor
plc's Current Report on Form 8-K filed on April 28, 2022). 101 .LAB Inline XBRL Taxonomy Extension Label Linkbase Document. Filed Electronically
First Amendment to Three-Year Syndicated Facility Agreement, dated as of April 101 .PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. Filed Electronically
23, 2024, by and among Amcor plc, Amcor Finance (USA), Inc., Amcor UK
Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Finance plc, Amcor Pty Ltd, Amcor Flexibles North America, Inc., the lenders Incorporated by 104 Filed Electronically
10 .12 Exhibit 101).
party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and Reference
foreign administrative agent (incorporated herein by reference to Exhibit 10.1 of * This exhibit is a management contract or compensatory plan or arrangement.
Amcor plc’s Form 8-K filed on April 25, 2024)
Guarantee Agreement dated as of April 26, 2022 among Amcor plc, Amcor Pty Item 16. - Form 10-K Summary
Ltd, Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North
10 .13 Filed Herewith
America, Inc., the other guarantors from time to time party thereto an JPMorgan None.
Chase Bank, N.A., as administrative agent
Guarantee Agreement dated as of April 26, 2022, among Amcor plc, Amcor Pty
Ltd, Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North
10 .14 Filed Herewith
America, Inc., the other guarantors from time to time party thereto and JPMorgan
Chase Bank, N.A., as administrative agent
Supplement No. 1 dated as of May 23, 2024 to the Guarantee Agreement dated as
of April 26, 2022, among the Company, Amcor Pty Ltd, Amcor Finance (USA),
10 .15 Inc., Amcor UK Finance plc, Amcor Flexibles North America, Inc., the other Filed Herewith
guarantors from time to time party thereto and JPMorgan Chase Bank, N.A., as
administrative agent
Supplement No. 1 dated as of May 23, 2024 to the Guarantee Agreement dated as
of April 26, 2022, among Amcor plc, Amcor Pty Ltd, Amcor Finance (USA), Inc.,
10 .16 Amcor UK Finance plc, Amcor Flexibles North America, Inc., the other Filed Herewith
guarantors from time to time party thereto and JPMorgan Chase Bank, N.A., as
administrative agent
Five-Year Syndicated Facility Agreement, dated as of April 26, 2022, by and
among, Amcor plc, Amcor Pty Ltd, Amcor Finance (USA), Inc., Amcor UK
Finance plc and Amcor Flexibles North America, Inc., the lenders party thereto Incorporated by
10 .17
and JPMorgan Chase Bank, N.A., as administrative agent and foreign Reference
administrative agent (incorporated herein by reference to Exhibit 10.2 to Amcor
plc's Current Report on Form 8-K filed on April 28, 2022).
Transition and Release Agreement between Amcor plc and Ronald Delia, dated as
Incorporated by
10 .18 of March 16, 2024 (incorporated by reference to Exhibit 10.1 to Amcor plc's Form
Reference
10-Q filed on May 1, 2024)*.
Interim CEO Letter Agreement between Amcor plc and Peter Konieczny, dated as
Incorporated by
10 .19 of March 16, 2024 (incorporated by reference to Exhibit 10.2 to Amcor plc's Form
Reference
10-Q filed on May 1, 2024)*.
19 Insider Trading Policy Filed Herewith
21 Subsidiaries of Amcor plc. Filed Herewith
22 Subsidiary Guarantors and Issuers of Guaranteed Securities. Filed Herewith
Consent of PricewaterhouseCoopers AG as auditors for the financial statements of
23 Filed Herewith
Amcor plc.
Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under
31 .1 Filed Herewith
the Securities Exchange Act of 1934, as amended.
Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under
31 .2 Filed Herewith
the Securities Exchange Act of 1934, as amended.
113 114 Amcor Annual Report 2024
Form 10-K 130
Signatures Schedule II - Valuation and Qualifying Accounts and Reserves
(in millions)
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Reserves for Credit Losses, Sales Returns, Discounts, and Allowances:
AMCOR PLC Foreign
Balance at Additions Currency
Beginning of the Charged to Impact and Balance at End
Year ended June 30, Year Profit and Loss Write-offs Other (1) of the Year
By /s/ Michael Casamento By /s/ Julie Sorrells 2024 $ 21 $ 7 $ (3) $ (1) $ 24
Michael Casamento, Executive Vice President and Julie Sorrells, Vice President & Corporate Controller 2023 25 3 (8) 1 21
Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer) 2022 28 2 (3) (2) 25
August 16, 2024 August 16, 2024 (1) Foreign Currency Impact and Other includes reserve accruals related to acquisitions.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Michael Casamento /s/ Julie Sorrells
Michael Casamento, Executive Vice President and Julie Sorrells, Vice President & Corporate Controller
Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)
August 16, 2024 August 16, 2024
/s/ Peter Konieczny /s/ Lucrèce Foufopoulos-De Ridder
Peter Konieczny, Interim Chief Executive Officer Lucrèce Foufopoulos-De Ridder, Director
(Principal Executive Officer)
August 16, 2024 August 16, 2024
/s/ Graeme Liebelt /s/ Andrea Bertone
Graeme Liebelt, Director and Chairman Andrea Bertone, Director
August 16, 2024 August 16, 2024
/s/ Nicholas (Tom) Long /s/ Karen Guerra
Nicholas (Tom) Long, Director Karen Guerra, Director
August 16, 2024 August 16, 2024
/s/ Arun Nayar /s/ Susan Carter
Arun Nayar, Director Susan Carter, Director
August 16, 2024 August 16, 2024
/s/ Achal Agarwal /s/ David Szczupak
Achal Agarwal, Director David Szczupak, Director
August 16, 2024 August 16, 2024
115 Amcor Annual Report 2024 116
Form 10-K 131
Signatures Schedule II - Valuation and Qualifying Accounts and Reserves
(in millions)
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Reserves for Credit Losses, Sales Returns, Discounts, and Allowances:
AMCOR PLC Foreign
Balance at Additions Currency
Beginning of the Charged to Impact and Balance at End
Year ended June 30, Year Profit and Loss Write-offs Other (1) of the Year
By /s/ Michael Casamento By /s/ Julie Sorrells 2024 $ 21 $ 7 $ (3) $ (1) $ 24
Michael Casamento, Executive Vice President and Julie Sorrells, Vice President & Corporate Controller 2023 25 3 (8) 1 21
Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer) 2022 28 2 (3) (2) 25
August 16, 2024 August 16, 2024 (1) Foreign Currency Impact and Other includes reserve accruals related to acquisitions.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Michael Casamento /s/ Julie Sorrells
Michael Casamento, Executive Vice President and Julie Sorrells, Vice President & Corporate Controller
Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)
August 16, 2024 August 16, 2024
/s/ Peter Konieczny /s/ Lucrèce Foufopoulos-De Ridder
Peter Konieczny, Interim Chief Executive Officer Lucrèce Foufopoulos-De Ridder, Director
(Principal Executive Officer)
August 16, 2024 August 16, 2024
/s/ Graeme Liebelt /s/ Andrea Bertone
Graeme Liebelt, Director and Chairman Andrea Bertone, Director
August 16, 2024 August 16, 2024
/s/ Nicholas (Tom) Long /s/ Karen Guerra
Nicholas (Tom) Long, Director Karen Guerra, Director
August 16, 2024 August 16, 2024
/s/ Arun Nayar /s/ Susan Carter
Arun Nayar, Director Susan Carter, Director
August 16, 2024 August 16, 2024
/s/ Achal Agarwal /s/ David Szczupak
Achal Agarwal, Director David Szczupak, Director
August 16, 2024 August 16, 2024
115 116 Amcor Annual Report 2024
Other information 132
Other
Information
Amcor Annual Report 2024
Other information 133
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain statements that are that increase our borrowing costs on our variable rate
“forward-looking statements” within the meaning of indebtedness and could have other negative impacts;
the safe harbor provisions of the U.S. Private Securities foreign exchange rate risk; a significant write-down of
Litigation Reform Act of 1995. Forward-looking goodwill and/or intangible assets; a failure to maintain
statements are generally identified with words like an effective system of internal control over financial
“believe,” “expect,” “target,” “project,” “may,” “could,” reporting; inability of our insurance policies, including
“would,” “approximately,” “possible,” “will,” “should,” our use of a captive insurance company, to provide
“intend,” “plan,” “anticipate,” “commit,” “estimate,” adequate protection against all of the risks we face;
“potential,” “ambitions,” “outlook,” or “continue,” the an inability to defend our intellectual property rights
negative of these words, other terms of similar meaning, or intellectual property infringement claims against us;
or the use of future dates. Such statements are based litigation, including product liability claims or litigation
on the current expectations of the management of related to Environmental, Social, and Governance (“ESG”)
Amcor and are qualified by the inherent risks and matters or regulatory developments; increasing scrutiny
uncertainties surrounding future expectations generally. and changing expectations from investors, customers,
Actual results could differ materially from those currently suppliers and governments with respect to our ESG
anticipated due to a number of risks and uncertainties. practices and commitments resulting in additional costs
Neither Amcor nor any of its respective directors, or exposure to additional risks; changing ESG disclosure
executive officers, or advisors provide any representation, regulations including climate-related rules; changing
assurance, or guarantee that the occurrence of the events environmental, health, and safety laws; changes in tax
expressed or implied in any forward-looking statements laws or changes in our geographic mix of earnings; and
will actually occur. Risks and uncertainties that could other risks and uncertainties identified from time to time
cause actual results to differ from expectations include, in Amcor’s filings with the U.S. Securities and Exchange
but are not limited to: changes in consumer demand Commission (the “SEC”), including without limitation,
patterns and customer requirements in numerous those described under Item 1A. “Risk Factors” of Amcor’s
industries; the loss of key customers, a reduction in annual report on Form 10-K for the fiscal year ended
their production requirements or consolidation among June 30, 2024 and any subsequent quarterly reports
key customers; significant competition in the industries on Form 10-Q. You can obtain copies of Amcor’s filings
and regions in which we operate; an inability to expand with the SEC for free at the SEC’s website (www.sec.
our current business effectively through either organic gov). Forward-looking statements included herein are
growth, including product innovation, investments or made only as of the date hereof and Amcor assumes no
acquisitions; challenging global economic conditions, obligation, and disclaims any obligation to update any
impacts of operating internationally; price fluctuations forward-looking statements, or any other information
or shortages in the availability of raw materials, energy, in this communication, as a result of new information,
and other inputs which could adversely affect our future developments or otherwise, or to correct any
business; production, supply, and commercial risks, inaccuracies or omissions in them which become
including counterparty credit risks, which may be apparent, except as expressly required by law. All
exacerbated in times of economic volatility; pandemics, forward-looking statements in this communication are
epidemics, or other disease outbreaks; an inability to qualified in their entirety by this cautionary statement.
attract, motivate and retain our skilled workforce and
manage key transitions; labor disputes and an inability
to renew collective bargaining agreements at acceptable
terms; physical impact of climate change; cybersecurity
risks, which could disrupt our operations or risk of
loss of our sensitive business information; failures or
disruptions in our information technology systems which
could disrupt our operations, compromise customer,
employee, supplier and other data; 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; rising interest rates
Amcor Annual Report 2024
Other information 134
Presentation of non-GAAP information
Included in this release are measures of financial Amcor also evaluates performance on a comparable
performance that are not calculated in accordance with constant currency basis, which measures financial results
U.S. GAAP. These measures include adjusted EBITDA and assuming constant foreign currency exchange rates used
EBITDA (calculated as earnings before interest and tax and for translation based on the average rates in effect for
depreciation and amortization), adjusted EBIT and EBIT the comparable prior year period. In order to compute
(calculated as earnings before interest and tax), adjusted comparable constant currency results, we multiply or
net income, adjusted earnings per share, adjusted free divide, as appropriate, current-year U.S. dollar results
cash flow and net debt. In arriving at these non-GAAP by the current year average foreign exchange rates and
measures, we exclude items that either have a non- then multiply or divide, as appropriate, those amounts by
recurring impact on the income statement or which, in the prior-year average foreign exchange rates. We then
the judgment of our management, are items that, either adjust for other items affecting comparability. While not
as a result of their nature or size, could, were they not all inclusive, examples of items affecting comparability
singled out, potentially cause investors to extrapolate include the difference between sales or earnings in the
future performance from an improper base. Note that current period and the prior period related to disposed,
while amortization of acquired intangible assets is or ceased operations. Comparable constant currency
excluded from non-GAAP adjusted financial measures, net sales performance also excludes the impact from
the revenue of the acquired entities and all other expenses passing through movements in raw material costs.
unless otherwise stated, are reflected in our non-GAAP
Management has used and uses these measures internally
financial performance earnings measures. While not
for planning, forecasting and evaluating the performance
all inclusive, examples of these items include: material
of the Company’s reporting segments and certain of the
restructuring programs, including associated costs such
measures are used as a component of Amcor’s Board
as employee severance, pension and related benefits,
of Directors’ measurement of Amcor’s performance
impairment of property and equipment and other assets,
for incentive compensation purposes. Amcor believes
accelerated depreciation, termination payments for
that these non-GAAP measures are useful to enable
contracts and leases, contractual obligations, and any
investors to perform comparisons of current and historical
other qualifying costs related to restructuring plans;
performance of the Company. For each of these non-
material sales and earnings from disposed or ceased
GAAP financial measures, a reconciliation to the most
operations and any associated profit or loss on sale of
directly comparable U.S. GAAP financial measure has
businesses or subsidiaries; changes in the fair value of
been provided herein. These non-GAAP financial measures
economic hedging instruments on commercial paper
should not be construed as an alternative to results
and contingent purchase consideration; significant
determined in accordance with U.S. GAAP. The Company
pension settlements; impairments in goodwill and equity
provides guidance on a non-GAAP basis as we are unable
method investments; material acquisition compensation
to predict with reasonable certainty the ultimate outcome
and transaction costs such as due diligence expenses,
and timing of certain significant forward-looking items
professional and legal fees, and integration costs;
without unreasonable effort. These items include but are
material purchase accounting adjustments for inventory;
not limited to the impact of foreign exchange translation,
amortization of acquired intangible assets from business
restructuring program costs, asset impairments, possible
combination; gains or losses on significant property
gains and losses on the sale of assets, and certain tax
and divestitures and significant property and other
related events. These items are uncertain, depend on
impairments, net of insurance recovery; certain regulatory
various factors, and could have a material impact on
and legal matters; impacts from highly inflationary
U.S. GAAP earnings and cash flow measures for the
accounting; expenses related to the Company’s Chief
guidance period.
Executive Officer transition; and impacts related to
the Russia-Ukraine conflict.
Amcor Annual Report 2024
Reconciliation of non-GAAP measures 135
Reconciliation of non-GAAP measures
Reconciliation of adjusted Earnings before interest, tax, depreciation and amortization (EBITDA),
Earnings before interest and tax (EBIT), Net income, Earnings per share (EPS) and Free Cash Flow
Twelve Months Ended June 30, 2023 Twelve Months Ended June 30, 2024
Net EPS (Diluted Net EPS (Diluted
($ million) EBITDA EBIT Income US cents)1 EBITDA EBIT Income US cents)1
Net income attributable to Amcor 1,048 1,048 1,048 70.5 730 730 730 50.5
Net income attributable to non-controlling interests 10 10 10 10
Tax expense 193 193 163 163
Interest expense, net 259 259 310 310
Depreciation and amortization 569 569
EBITDA, EBIT, Net income and EPS 2,080 1,510 1,048 70.5 1,782 1,213 730 50.5
Impact of highly inflationary accounting 24 24 24 1.9 53 53 53 3.7
Property and other losses, net 2 2 2 0.1 – – – –
Restructuring and other related activities, net2 (90) (90) (90) (6.0) 97 97 97 6.7
CEO Transition costs – – – – 8 8 8 0.6
Other 2 2 2 – 22 22 22 1.5
Amortization of acquired intangibles3 160 160 10.8 167 167 11.6
Tax effect of above items (57) (4.0) (62) (4.4)
Adjusted EBITDA, EBIT, Net income and EPS 2,018 1,608 1,089 73.3 1,962 1,560 1,015 70.2
Reconciliation of adjusted growth to comparable constant currency growth
% growth - Adjusted EBITDA, EBIT, Net income, and EPS (3) (3) (7) (4)
% items affecting comparability4 3 3 3 3
% currency impact (1) (1) (1) (1)
% comparable constant currency growth (1) (1) (5) (2)
Adjusted EBITDA 2,018 1,962
Interest paid, net (248) (295)
Income tax paid (225) (253)
Purchase of property, plant and equipment
(526) (492)
and other intangible assets
Proceeds from sales of property, plant
30 39
and equipment and other intangible assets
Movement in working capital (229) (15)
Other 28 6
Adjusted Free Cash Flow 848 952
(1) Calculation of diluted EPS for the twelve months ended June 30, 2024 excludes net income attributable to shares to be repurchased under forward contracts of $3 million.
Calculation of diluted EPS for the twelve months ended June 30, 2023 excludes net income attributable to shares to be repurchased under forward contracts of $7 million.
(2) Includes incremental restructuring and other costs attributable to group wide initiatives to partly offset divested earnings from the Russian business.
(3) Amortization of acquired intangible assets from business combinations.
(4) Reflects the impact of acquired, disposed, and ceased operations.
Amcor Annual Report 2024
Reconciliation of non-GAAP measures 136
Reconciliation of adjusted EBIT by reporting segment
Twelve Months Ended June 30, 2023 Twelve Months Ended June 30, 2024
Rigid Rigid
($ million) Flexibles Packaging Other Total Flexibles Packaging Other Total
Net income attributable to Amcor 1,048 730
Net income attributable to non-controlling interests 10 10
Tax expense 193 163
Interest expense, net 259 310
EBIT 1,357 225 (72) 1,510 1,147 185 (119) 1,213
Impact of highly inflationary accounting – 24 – 24 – 53 – 53
Property and other losses, net – – 2 2 – – – –
Restructuring and other related activities, net1 (100) 8 2 (90) 79 18 – 97
CEO transition costs – – – – – – 8 8
Other 17 3 (18) 2 5 – 17 22
Amortization of acquired intangibles2 155 5 – 160 164 3 – 167
Adjusted EBIT 1,429 265 (86) 1,608 1,395 259 (94) 1,560
Adjusted EBIT / sales % 12.8% 7.5% 10.9% 13.5% 7.8% 11.4%
Reconciliation of adjusted growth to comparable constant currency growth
% growth - Adjusted EBIT (2) (2) – (3)
% items affecting comparability3 3 – – 3
% currency impact (1) (2) – (1)
% comparable constant currency growth – (4) – (1)
(1) Includes incremental restructuring and other costs attributable to group wide initiatives to partly offset divested earnings from the Russian business.
(2) Amortization of acquired intangible assets from business combinations.
(3) Reflects the impact of acquired, disposed, and ceased operations.
Amcor Annual Report 2024
Reconciliation of non-GAAP measures 137
Reconciliation of net debt
($ million) June 30, 2023 June 30, 2024
Cash and cash equivalents (689) (588)
Short-term debt 80 84
Current portion of long-term debt 13 12
Long-term debt excluding current portion 6,653 6,603
Net debt 6,057 6,111
Amcor Annual Report 2024
Contact 138
Amcor Annual Report 2024
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Amcor
plc
Annual
Report
2024
www.amcor.com
