AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 19/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Realized savings and intellectual-property claims identify plausible mechanisms, but the supplied evidence cannot establish structural superiority relative to competitors.
durability · — · Recent merger benefits do not establish a durable barrier. Intellectual-property expiration is disclosed, without enough information to assess portfolio protection or replacement economics.
customer dependency · — · Management reports customer stability and new wins, but neither establishes switching friction or customer dependence on Amcor.
erosion resilience · — · Cost recovery and productivity show operating resilience, but cannot establish resilience of an otherwise unproven moat. Actual unfavorable price/mix and potential format obsolescence constrain confidence.
Pricing power50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Flexible packaging realized approximately $240 million of higher raw-material pass-through and favorable sales price/mix. Rigid packaging recorded approximately 1% unfavorable price/mix, and latest-quarter comparable company price/mix was approximately 1% unfavorable. Outcomes are mixed; price/mix does not isolate pure pricing.
retention · 2/4 · Management reports a stable customer base and new business wins, while estimated comparable fourth-quarter volumes rose approximately 0.5%. These indirectly support continuing demand, tempered by full-year segment volume declines. No retention rate or demonstrated switching barrier is established.
margin resilience · 2/4 · Actual operating bridges and gross-margin improvement show that synergies and productivity offset volume and pricing pressures. Management attributes inflation mitigation jointly to productivity and pricing. Resilience is demonstrated, but its dependence on savings prevents a strong pricing-power assessment.
contractual freedom · 2/4 · Contracts permit raw-material pass-through within predefined periods, establishing meaningful but bounded price-adjustment rights. Possible delays are disclosed, and broad discretion to expand spreads or reset other terms is unestablished.
Predictability80
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 24.71
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 0.68
Financial strength14
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 0.00
- netDebtEbitGrade
- 0.00
- interestCoverageGrade
- 16.45
- currentRatioGrade
- 40.35
- Debt / FCF (x)
- 11.40
- Net debt / operating income (x)
- 6.79
- Interest coverage (x)
- 2.81
- Current ratio (x)
- 1.25
Capital allocation—
Missing required inputs: dilution. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 8.47
- 3-year average SBC / revenue (%)
- 0.36
- cashConversionGrade
- 100.00
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Completed divestitures, realized savings and $1.303 billion of free cash flow after integration costs support discipline. Full-year operating cash of $2.151 billion covered $922 million of capital spending; the resulting $1.229 billion was close to $1.195 billion of dividends. Cash flow missed earlier guidance, and merger share issuance accompanied interim EPS dilution. Durable acquisition returns remain unproven.
incentive alignment · 3/4 · Actual fiscal 2026 grants allocated 60% to PSUs, with EPS, a return gateway and relative TSR determining vesting. Ownership requirements and disclosed partial target achievement support substantive alignment. Board adjustment flexibility and missing individual ownership compliance limit confidence. The proposed 2026 plan is excluded from adopted arrangements.
execution · 2/4 · Reported synergies exceeded annual expectations by 10%, five non-core divestitures closed and operating bridges show delivered savings. These achievements coexist with disclosed inventory discrepancies and manufacturing management issues, free cash flow below both February and May guidance, and three-year EPS growth below its target range. The overall outcome is mixed.
governance · 3/4 · An independent chair, a single voting class, shareholder special-meeting rights, regular independent sessions and actual director attendance support strong governance practices. These establish functioning oversight arrangements without proving exceptional effectiveness; nominee independence is not treated as a completed election.
Evidence
We are also seeing clear benefits from the combination, including $285 million in synergies from procurement, corporate functions and operational initiatives — 10% ahead of our expectations for the year.
Proxy shareholder letter: realized fiscal 2026 synergies · Filed 29/09/2026
Excluding the positive impacts from the Merger, net of divestments, of approximately $250 million or 18%, and the positive currency impacts of approximately $34 million, the remaining variation in Adjusted EBIT for fiscal year 2026 was an increase of approximately $107 million or 8%, mainly reflecting synergy benefits from the Merger, operating cost performance and productivity benefits of approximately 12%, partially offset by lower volumes of approximately 3%, and unfavorable impacts from price/mix of approximately 1%.
MD&A: flexible packaging adjusted EBIT operating bridge · Filed 14/08/2026
Excluding the positive impacts from the Merger, net of divestments, of approximately $635 million, or 146% and the positive currency impacts of $42 million, the remaining variation in adjusted EBIT for fiscal year 2026 was an increase of $64 million, or 15%, reflecting synergy benefits from the Merger and operating cost performance of approximately 26%, partially offset by the negative effect of approximately 11% from unfavorable volumes and lower earnings in non-core businesses.
MD&A: rigid packaging adjusted EBIT operating bridge · Filed 14/08/2026
Competitors include 3M, AptarGroup, Inc., Avery Dennison Corporation, Ball Corporation, Crown Holdings, Inc., Graphic Packaging International, Inc., Huhtamaki Oyj, International Paper Company, O-I Glass, Inc., Orora Limited, Packaging Corporation of America, Silgan Holdings Inc., Smurfit WestRock, and Sonoco Products Company, and a variety of privately held companies.
Business: named competitors · Filed 14/08/2026
The Company estimates that price/mix had an unfavorable impact of approximately (1%) on comparable prior year net sales, excluding non-core and divested businesses.
Fourth-quarter results: estimated comparable price/mix · Filed 12/08/2026
(1) Three months ended December 31, 2025 primarily reflects restructuring and integration costs incurred in connection with the Berry Global acquisition, inclusive of inventory discrepancies of $15 million, including errors from prior periods, tied to manufacturing inefficiencies and other management issues which supported the decision to close three facilities in Asia.
Non-GAAP reconciliation footnote: inventory discrepancies, manufacturing inefficiencies and facility closures · Filed 03/02/2026
Free cash flow was $1,303 million after funding approximately $290 million of net transaction, restructuring and integration costs.
Full-year results: free cash flow after transaction, restructuring and integration costs · Filed 12/08/2026
Our patents, licenses, and trademarks collectively provide a competitive advantage.
Business: issuer assertion concerning patents, licenses and trademarks · Filed 14/08/2026
We invest approximately $170 million annually in research and development, with ten Innovation Centers worldwide and a team of 1,500 professionals With this scale and depth of expertise, we are accelerating innovation in material science, packaging and sustainability to help customers address complex challenges involving recyclability, circularity and carbon reduction.
Proxy shareholder letter: research spending and innovation resources · Filed 29/09/2026
New business wins during the year reached approximately half of our three-year goal.
Proxy shareholder letter: reported new business wins · Filed 29/09/2026
However, the loss of any single patent or license alone would not have a material adverse effect on our results of operations as a whole or those of our reportable segments.
Business: limited significance of any single patent or license · Filed 14/08/2026
Patents, patent applications, and license agreements will expire or terminate over time by operation of law, in accordance with their terms, or otherwise.
Business: expiration or termination of intellectual property · Filed 14/08/2026
For example, increasing focus on reducing packaging waste and limiting the use of petrochemical components, may decrease demand for certain products or render portions of our existing portfolio less relevant or obsolete.
Risk factors: potential packaging substitution and obsolescence · Filed 14/08/2026
Excluding the increase of sales from the Merger, net of divestments, of approximately $2,240 million, or 22%, the positive currency impacts of approximately $333 million, and the positive impacts from the pass-through of higher raw material costs of approximately $240 million, the remaining variation in net sales for fiscal year 2026 was a decrease of approximately $50 million, reflecting unfavorable sales volumes of approximately 1%, partially offset by favorable price/mix impact.
MD&A: flexible packaging realized raw-material recovery, volumes and price/mix · Filed 14/08/2026
Excluding the increase of sales from the Merger, net of divestments, of approximately $5,624 million, or 114%, and the positive currency impacts of $318 million, the remaining variation in net sales for fiscal year 2026 was a decrease of $208 million, or 4%, reflecting unfavorable volumes of approximately 3% and unfavorable price/mix of approximately 1%.
MD&A: rigid packaging realized volume and price/mix declines · Filed 14/08/2026
Across our business, we have a number of contractual provisions that allow for pass through of raw material price fluctuations to customers within predefined periods.
Market risk: contractual raw-material pass-through within predefined periods · Filed 14/08/2026
In addition, there may be delays in 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 business, financial condition, results of operations, or cash flows.
Risk factors: possible price-adjustment delays · Filed 14/08/2026
The Berry business is now largely integrated, enabled by: industry-leading safety performance maintained through a period of significant change; a stable customer base that is responding positively to the broader products, services and innovation capabilities of the combined company; and a harmonized organization that has performed effectively through a demanding operating environment.
Proxy shareholder letter: management assessment of integration and customer stability · Filed 29/09/2026
The Company estimates that volumes were approximately 0.5% higher than estimated combined volumes for the legacy Amcor and legacy Berry businesses in the June quarter last year, excluding non-core and divested businesses.
Fourth-quarter results: estimated combined-business volume growth · Filed 12/08/2026
Our global teams mobilized quickly to protect continuity of supply for customers, while using productivity initiatives and responsible pricing actions to fully mitigate these inflationary pressures.
Proxy shareholder letter: management claim of inflation mitigation through productivity and pricing · Filed 29/09/2026
Gross profit as a percentage of sales increased to 20.0% for fiscal year 2026, driven primarily by synergies and continued disciplined execution against cost and productivity initiatives.
MD&A: gross-margin improvement attributed to synergies and productivity · Filed 14/08/2026
Strengthening the portfolio During the year, we completed divestitures of five non-core businesses representing approximately $500 million in annual revenue.
Proxy shareholder letter: completed non-core divestitures · Filed 29/09/2026
GAAP Condensed Consolidated Statements of Cash Flows (Unaudited)
Twelve Months Ended June 30,
($ million)
2025
2026
Net income
518
1,106
Depreciation, amortization, and impairment
722
1,479
Net gain on disposal of businesses and investments
(8)
(54)
Changes in operating assets and liabilities, excluding effect of acquisitions, divestitures, and
currency
(53)
(273)
Other non-cash items
211
(107)
Net cash provided by operating activities
1,390
2,151
Purchase of property, plant, and equipment and other intangible assets
(580)
(922)
Proceeds from sales of property, plant, and equipment and other intangible assets
18
73
Business acquisitions and Investments in affiliated companies, and other
(1,653)
(17)
Proceeds from divestitures
113
272
Proceeds from sale of affiliated companies and other investments
70
Net debt proceeds/(repayments)
1,876
(65)
Dividends paid
(845)
(1,195)
Share buy-back/cancellations
—
(1)
Purchase of treasury shares, proceeds from exercise of options and tax withholdings for share-based incentive plans
(107)
(65)
Other, including effects of exchange rate on cash and cash equivalents
27
(13)
Net increase/decrease in cash and cash equivalents
239
288
Cash and cash equivalents at the beginning of the year
588
827
Cash and cash equivalents at the end of the year
827
1,115
Full-year cash-flow statement: operating cash, capital spending, dividends and financing · Filed 12/08/2026
•Free Cash Flow of $1.8 billion to $1.9 billion.
February fiscal 2026 guidance: expected free cash flow · Filed 03/02/2026
•Free Cash Flow revised to be $1.5-1.6 billion
May fiscal 2026 guidance: revised expected free cash flow · Filed 06/05/2026
Short-Term Incentive Long-Term Incentive Outcome Some targets met Some targets met Highlights •Total recordable incident rate (TRIR) of 0.47 and 53% of sites operating injury-free for over 12 months •Net sales of $23.5 billion •GAAP net income of $1,106 million •Adjusted EPS of $4.02 •Adjusted EBITDA of $3,673 million •Free cash flow of $1,303 million •Relative Total Shareholder Returns (“TSR”) performance at 41st percentile (above 35th percentile threshold) •Although we delivered double-digit EPS growth in 2026, the average 3-year adjusted EPS growth of 4.1% did not meet the target range of 5-10% Compensation Policy Compensation Objectives Our executive compensation strategy, frameworks, and programs are designed to: •Align compensation to business strategy and outcomes that deliver value to our shareholders.
Compensation discussion: actual incentive outcomes and missed three-year EPS growth range · Filed 29/09/2026
Fiscal year 2026 awards consist of grants of performance share units, share options and restricted share units, representing 60%, 20% and 20% of the total award value, respectively, each as described below.
Compensation discussion: actual fiscal 2026 equity award composition · Filed 29/09/2026
Vesting is determined at the end of the performance period based on performance against two equally weighted metrics: adjusted EPS with an adjusted RoAFE gateway and relative TSR measured against a peer group of companies (the "TSR Peer Group"), each as described below.
Compensation discussion: PSU vesting metrics and return gateway · Filed 29/09/2026
Geographic Presence Gender Composition Racial / Ethnic Composition Gender & Ethnic Composition Asia Female 50% Diverse Racially or Ethnically Diverse Europe United States Male Amcor plc | 2026 Proxy Statement 7 Table of Contents Tenure* Age 45-59 years More than 10 years Less than 3 years 66 years or older 5.7 years Average Tenure 65.1 years Average Age 3-10 years 60-65 years *Includes service on Berry’s Board of Directors prior to the Merger Skills and Experience Executive Leadership Manufacturing and Operations Innovation and Technology llllllllll 10 llllllllll 5 llllllllll 4 International Business Experience Strategy and M&A Professional Services llllllllll 8 llllllllll 8 llllllllll 4 Fast Moving Consumer Goods IT/Cybersecurity Sustainability llllllllll 5 llllllllll 5 llllllllll 7 Corporate Governance Highlights All Director nominees, other than the Chief Executive Officer (“CEO”), are independent Independent Chairman of the Board Regular executive sessions of independent Directors Annual election of all Directors Proactive shareholder engagement program Single class of shares No shareholder rights plan (poison pill) Shareholder right to call special meeting Stock ownership requirements for Directors and Executive Officers Active Board and Audit Committee oversight of risk management Active Board and Audit Committee oversight of cybersecurity Full Board engagement and active oversight of sustainability with strategic focus Annual comprehensive Board and committee evaluations Ongoing Board refreshment with an emphasis on diversity of backgrounds, viewpoints, skills and experiences Mandatory Director retirement at age 75 No Directors are overboarded pursuant to Amcor’s policy for limitations on board service All share capital is composed of voting shares; Amcor does not have any non-voting shares Amcor plc | 2026 Proxy Statement 8 Table of Contents Executive Compensation Highlights Our executive compensation framework plays a key role in aligning compensation to business strategy and outcomes that deliver value to shareholders.
Governance highlights: independent chair, voting structure, shareholder rights and ownership requirements · Filed 29/09/2026
PepsiCo, Inc.
Woolworths Group Limited
(1)The Board has flexibility to adjust the EPS and RoAFE hurdles, or adjust the structure of these hurdles, to ensure they remain appropriate
Compensation footnote: board flexibility to adjust EPS and return hurdles · Filed 29/09/2026
in the event of material events or strategic initiatives that affect the relevance of the performance conditions.
Compensation footnote: circumstances for performance-hurdle adjustments · Filed 29/09/2026
Each Director attended at least 75 percent of the aggregate of the total number of Board meetings and committee meetings on which they served while a member of the Board.
Governance: actual director meeting attendance · Filed 29/09/2026
The Board meets in regularly scheduled executive sessions without non-independent Directors in connection with each regularly scheduled Board meeting and at other times as necessary.
Governance: regular sessions without non-independent directors · Filed 29/09/2026
Amcor plc | 2026 Proxy Statement 55 Table of Contents Proposal 5 Approval of the Amcor plc 2026 Omnibus Management Share Plan Our Board is asking our shareholders to approve the Amcor plc 2026 Omnibus Management Share Plan (the “2026 Plan”), including the authority to issue 12.1 million newly authorized ordinary shares under the 2026 Plan.
Proposal 5: proposed 2026 share plan awaiting shareholder approval · Filed 29/09/2026
We currently deliver long term incentive compensation under our 2019 Omnibus Management Share Plan (the “2019 Plan”), a shareholder-approved plan.
Proposal 5: existing shareholder-approved 2019 share plan · Filed 29/09/2026
For the avoidance of doubt, combined volume performance information is not intended to be, and was not, prepared on a basis consistent with pro forma financial information required by Article 11 of Regulation S-X.
Presentation limitations: combined-volume estimates are not Article 11 pro forma information · Filed 12/08/2026
Historically, cash flow from operations has been lower in the six months ending December 31, and higher in the six months ending June 30, due to moderate seasonality, working capital requirements, and the timing of certain cash payments made in the six months ending December 31, including incentive compensation.
Business: historical operating cash-flow seasonality · Filed 14/08/2026
Diluted earnings per share ("Diluted EPS") decreased by $0.08, or 12%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, with the net income available to ordinary shareholders of Amcor plc increasing by 42% due to the above items and the diluted weighted average number of shares increasing by 60% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.
Quarterly MD&A: realized EPS decline despite higher net income · Filed 07/05/2026
The increase in the diluted weighted-average number of shares outstanding was largely due to the completion of the Merger with Berry and the related share issuances.
Quarterly MD&A: merger-related share issuance · Filed 07/05/2026
