The acquisition of Berry Global Group, Inc. on April 30, 2025, for $10.4 billion (plus $5.2 billion assumed debt) positions Amcor as a global leader in consumer packaging. This merger significantly increases Amcor's global footprint and scale in flexible and rigid packaging solutions, supporting long-term value creation through increased cash generation and investment capacity.

Amcor's business strategy is centered on three key elements: customers, sustainability and innovation, and portfolio optimization. The company aims to drive value by orienting its core portfolio towards faster-growing, higher-margin categories and leveraging its competitive advantages in innovation and material science.

The ability to achieve organic growth may be constrained by extensive market saturation in existing operating locations and shifts in customer growth plans due to economic conditions. Success hinges on continuous product innovation and timely responses to evolving consumer demands and preferences, as noted in the risk factors.

Management initiated the 'Berry Plan' in Q4 FY2025, incurring $14 million in restructuring and $33 million in integration activities, with total pre-tax cash costs estimated at $280 million by FY2028. The integration is complex, costly, and time-consuming, posing risks to realizing anticipated benefits and retaining key personnel.

Both Global Flexible Packaging Solutions and Global Rigid Packaging Solutions segments demonstrated strong cost performance in fiscal year 2025, contributing approximately 11% and 16% positively to Adjusted EBIT respectively. These cost optimization efforts helped to mitigate unfavorable price/mix impacts on earnings.

Management concluded that disclosure controls and procedures were effective as of June 30, 2025, and maintained effective internal control over financial reporting. However, the assessment of internal control over financial reporting for the newly acquired Berry Global Group, Inc. was excluded for FY2025 due to the recent acquisition, representing 36.0% of total assets and 10.6% of total revenues.

The Berry merger resulted in a significant increase in net debt to $13,271 million as of June 30, 2025, from $6,111 million in FY2024, including $1.70 billion drawn under revolving credit facilities. This increased indebtedness raises vulnerability to adverse economic developments and requires more cash flow for debt servicing, potentially limiting funds for operations and growth.

Challenging global economic conditions, including high inflation, rising interest rates, and geopolitical events such as the Russia-Ukraine conflict and Middle East tensions, continue to negatively impact demand, product pricing, and profit margins. These factors could lead to delayed customer purchases and supplier difficulties, as highlighted in the risk disclosures.

The company is exposed to significant price fluctuations and potential shortages in key raw materials like polymer resins, paper, and aluminum, driven by economic conditions, geopolitical risks, and environmental regulations. While mitigation strategies are in place, there is no guarantee these will fully offset adverse impacts on business and financial results.

The acquisition of Berry Global Group, Inc. solidifies Amcor's position as the global leader in consumer packaging and dispensing solutions. This strategic move enhances its comprehensive global footprint across flexible and rigid packaging, leveraging increased scale and capabilities in key regions.

Amcor operates in highly competitive markets where competition is primarily based on price, innovation, sustainability, service, and quality. The risk factors acknowledge that competitors may develop disruptive technologies, and a failure to respond effectively could adversely impact the business.

The company does not rely on any single customer for more than 10% of its consolidated net sales, indicating a diversified customer base. However, customer consolidation in recent years has led to increased pricing pressures, which could negatively affect profitability and sales revenue.

The Global Flexible Packaging Solutions segment achieved approximately 11% strong cost performance, and the Global Rigid Packaging Solutions segment achieved approximately 16% strong cost performance in fiscal year 2025. These efficiencies were crucial in partially offsetting unfavorable price/mix impacts on earnings.

Selling, general, and administrative (SG&A) expenses increased by $112 million, or 10%, to $1,205 million in fiscal year 2025, primarily due to the inclusion of two months of Berry's SG&A. Despite the absolute increase, SG&A expenses as a percentage of net sales remained consistent at 8.0% in both fiscal years 2025 and 2024.

The 'Berry Plan' initiated in fiscal year 2025 targets approximately $530 million in pre-tax synergies by the end of fiscal year 2028, primarily from procurement, supply chain, and general and administrative savings. This indicates a proactive management approach to streamline operations and enhance efficiency following the large acquisition.

Research and development expenses increased by $14 million, or 13%, to $120 million in fiscal year 2025, with an expected annual spend of approximately $180 million post-Merger. This investment supports Amcor's strategy to solve packaging challenges through differentiated products, services, and sustainable material science.

Amcor owns or licenses over 5,000 U.S. and international patents and patent applications, along with numerous trademarks and trade secrets. This robust intellectual property portfolio provides a competitive advantage in its products, manufacturing processes, and equipment, crucial for maintaining market leadership.

The company faces escalating cybersecurity risks, including advanced persistent threats and the intensification of attacks by emerging AI technologies. The Berry merger integration requires harmonizing cybersecurity programs, and significant investments may be needed to modify or enhance systems to respond and recover from these evolving threats.

Net debt surged to $13,271 million as of June 30, 2025, from $6,111 million in the prior year, primarily due to the Berry Merger. This includes $5.2 billion in assumed debt and $2.2 billion in new long-term debt issued to repay Berry's outstanding indebtedness, indicating a significant change in the company's capital structure.

Amcor paid $845 million in dividends in fiscal year 2025, an increase from $722 million in fiscal year 2024, with the dividend per share increasing in each of the last three years. The Board declared a quarterly cash dividend of $0.1275 per share on August 14, 2025, demonstrating a consistent commitment to returning value to shareholders.

No shares were repurchased under the $100 million buyback program during fiscal year 2025, and the authorization expired in the third quarter. Cash outflows for treasury shares were limited to $47 million for share-based compensation awards, suggesting a shift in capital allocation priorities towards debt reduction and integration post-Merger.

Amcor has pledged that all its packaging will be designed to be recyclable, compostable, or reusable by 2025, and committed to increasing recycled material use to 30% by 2030. These targets position the company as an industry leader in driving a circular economy for packaging.

The company has set near-term and net-zero science-based targets to reduce GHG emissions by 2050, validated in fiscal year 2024, and released a decarbonization roadmap in FY2025. This roadmap focuses on renewable electricity, supply chain footprint reduction, and product redesign to achieve its environmental ambitions.

Amcor faces increasing scrutiny from investors, customers, and governments regarding its ESG practices, with new ESG-related legislative and regulatory initiatives emerging rapidly. These evolving regulations, including climate-related rules and extended producer responsibility (EPR), could lead to increased compliance costs, higher raw material costs, and potential litigation.

Fiscal year 2025 was characterized by challenging market dynamics, including softer consumer demand, customer order volatility in certain markets, and higher labor costs. Despite an overall sales volume growth of approximately 1%, sales volumes in North America softened sequentially in the second half of the fiscal year.

Ongoing geopolitical tensions (e.g., Russia-Ukraine, Middle East, China-Taiwan) and rapid changes in U.S. trade policies, including widespread tariff increases, have negatively impacted consumer demand and supply chains. These factors contribute to persistent inflation and increase the risk of adverse effects on business operations and financial results.

Amcor's operations in Argentina were significantly impacted by the devaluation of the Argentine Peso (55% in FY2024 and 10% in April 2025), leading to foreign currency transaction losses of $16 million in fiscal year 2025 and $53 million in fiscal year 2024. This highlights the ongoing currency risk in emerging markets.