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 · 18/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Realized savings and innovation resources support plausible mechanisms, but the passages do not establish relative cost superiority or economically protected differentiation.
durability · — · One full year of integration progress and expiring intellectual-property rights cannot establish the longevity of a relative advantage.
customer dependency · — · Reported customer stability and business wins do not establish that customers depend on Amcor or face material switching costs.
erosion resilience · — · Operating resilience is visible, but resilience of a structural moat cannot be established without first identifying that moat. Pricing pressure and substitution risks remain relevant.
Pricing power50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Flexible packaging recorded approximately $240 million of higher raw-material pass-through and favorable sales price/mix, while rigid packaging recorded unfavorable price/mix. Earlier consolidated price/mix was positive. Outcomes are mixed, and mix prevents isolating pure pricing.
retention · 2/4 · Management reports a stable customer base, new business wins and positive fourth-quarter organic volume growth. Earlier volume declines temper this evidence. Assessment relies on indirect operating evidence and qualitative customer disclosure; no retention rate or pricing-related customer-loss attribution is supplied.
margin resilience · 2/4 · Cost and synergy benefits supported segment earnings despite volume pressure, and management reports full inflation mitigation. However, pricing alone did not deliver that resilience, unfavorable price/mix affected earnings, and adjusted results exclude material costs.
contractual freedom · 2/4 · Contracts permit raw-material price adjustments within predefined periods, with realized pass-through supporting their practical use. This provides bounded cost recovery; broad discretionary repricing, contract coverage and freedom to raise economic markups are undisclosed. Recovery lags remain possible.
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
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Reported annual free cash flow of $1.303 billion, completed non-core disposals and covenant compliance are favorable. Nine-month operating cash flow of $556 million was below capital purchases of $687 million before $894 million of dividends, with substantial financing inflows and merger dilution. Seasonality limits extrapolation of interim cash flow; acquisition returns remain unproven.
incentive alignment · 3/4 · Actual fiscal 2026 grants allocate 60% to PSUs, 20% to options and 20% to RSUs; PSU metrics combine adjusted EPS, a return gateway and relative TSR. Ownership requirements and disclosed below-target performance outcomes support alignment. Board adjustment discretion and uncompleted performance periods limit durability; the proposed 2026 plan is not treated as adopted.
execution · 3/4 · Reported synergies exceeded the year's expectation by 10%, segment bridges demonstrate productivity benefits, five non-core disposals were completed and fourth-quarter volumes recovered. This is demonstrated integration execution, assessed partly through issuer operating disclosures. The below-target three-year EPS growth and ongoing organic weakness prevent an exceptional grade.
governance · 3/4 · An independent chairman, annual director elections, a single voting share class and shareholder special-meeting rights support governance. Actual meeting attendance and independent executive sessions demonstrate functioning processes. These disclosures do not establish exceptional oversight effectiveness or eliminate compensation discretion.
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.
September 29, 2026 proxy shareholder letter; realized integration 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%.
Fiscal 2026 MD&A; flexible packaging adjusted EBIT 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.
Fiscal 2026 MD&A; rigid packaging adjusted EBIT 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
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%.
Fiscal 2026 MD&A; rigid packaging volumes and price/mix · Filed 14/08/2026
These measures also exclude gains or losses on sales of significant property and divestitures, significant property and other impairments, net of insurance recovery, certain regulatory and litigation matters, significant pension settlements, impairments in goodwill and equity method investments, and certain acquisition-related expenses, including financing-related, transaction, and integration expenses, due 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 paper, executive transition costs, and impacts related to the Russia-Ukraine conflict.
MD&A; exclusions from adjusted financial measures · Filed 14/08/2026
We remain confident in our ability to achieve our $650 million three-year target, supported by the strength of Amcor’s proven integration playbook.
Proxy shareholder letter; prospective three-year synergy target · Filed 29/09/2026
Our patents, licenses, and trademarks collectively provide a competitive advantage.
Business; issuer assertion concerning intellectual-property advantage · 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 materiality 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 of intellectual-property rights · 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
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
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.
Fiscal 2026 MD&A; flexible packaging realized raw-material pass-through and price/mix · Filed 14/08/2026
Excluding the increase of sales from the Merger, net of divestments, of approximately $6,901 million, the positive currency impacts of approximately $531 million, and the negative impacts from the pass-through of lower raw material costs of approximately $36 million, the remaining variation in net sales for the nine months ended March 31, 2026 was a decrease of approximately $215 million or 2%, reflecting lower sales volumes of approximately 3%, partially offset by favorable price/mix impacts of approximately 1%.
Nine months ended March 31, 2026 MD&A; consolidated volume and price/mix bridge · Filed 07/05/2026
The Berry business is now largely integrated, enabled by: industry-leading safety performance maintained through a period of significant change; a stable customer base that is responding positively to the broader products, services and innovation capabilities of the combined company; and a harmonized organization that has performed effectively through a demanding operating environment.
Proxy shareholder letter; management report of stable customer base and integration · Filed 29/09/2026
Volume trends improved steadily throughout the year, culminating in a return to modest positive, broad-based organic volume growth in the fourth quarter.
Proxy shareholder letter; fourth-quarter organic volume recovery · Filed 29/09/2026
Our global teams mobilized quickly to protect continuity of supply for customers, while using productivity initiatives and responsible pricing actions to fully mitigate these inflationary pressures.
Proxy shareholder letter; management report of inflation mitigation through productivity and pricing · Filed 29/09/2026
In addition, there may be delays in adjusting prices to correspond with underlying raw material costs and corresponding impacts on our working capital and level of indebtedness and any failure to anticipate or mitigate against such movements could have a material adverse effect on our business, financial condition, results of operations, or cash flows.
Risk factors; possible delays in raw-material price recovery · Filed 14/08/2026
8 Amcor plc and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended March 31, ($ in millions) 2026 2025 Cash flows from operating activities: Net income $ 717 $ 557 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization, and impairment 1,114 399 Net periodic benefit cost 17 12 Amortization of debt discount and other deferred financing costs 40 24 Net gain on disposal of property, plant, and equipment (24) (3) Net (gain)/loss on disposal of businesses and affiliated companies 2 (8) Equity in income of affiliated companies (4) (1) Net foreign exchange loss — 1 Share-based compensation 53 30 Other, net (135) 97 Loss from highly inflationary accounting for Argentine subsidiaries 22 21 Deferred income taxes, net (145) (49) Changes in operating assets and liabilities, excluding effect of acquisitions, divestitures, and currency (1,101) (804) Net cash provided by operating activities 556 276 Cash flows from investing activities: Business acquisitions (17) (11) Purchase of property, plant, and equipment, and other intangible assets (687) (360) Proceeds from divestitures, net of cash divested — 113 Proceeds from sale of affiliated companies and other investments 70 — Proceeds from sales of property, plant, and equipment, and other intangible assets 38 9 Net cash used in investing activities (596) (249) Cash flows from financing activities: Proceeds from exercise of options 6 15 Purchase of treasury shares and tax withholdings for share-based incentive plans (63) (53) Purchase of non-controlling interests (1) — Proceeds from issuance of long-term debt 3,223 2,185 Repayment of long-term debt (1,539) (3) Financing-related transaction fees — (11) Net borrowing/(repayment) of commercial paper 145 (192) Net borrowing/(repayment) of short-term debt (42) 65 Repayment of lease liabilities (15) (8) Share buybacks/cancellations (1) — Dividends paid (894) (550) Net cash provided by financing activities 819 1,448 Effect of exchange rates on cash and cash equivalents (2) (18) Cash and cash equivalents included in assets held for sale (17) — Net increase in cash and cash equivalents 760 1,457 Cash and cash equivalents balance at beginning of year 827 588 Cash and cash equivalents balance at end of period $ 1,587 $ 2,045 Supplemental cash flow information: Interest paid, net of amounts capitalized $ 446 $ 189 Income taxes paid $ 381 $ 148 Supplemental non-cash disclosures relating to investing and financing activities: Purchase of property, plant, and equipment, accrued but unpaid $ 89 $ 66 Contingent purchase considerations related to acquired businesses, accrued but not paid $ 7 $ 15 See accompanying notes to condensed consolidated financial statements.
Unaudited consolidated cash flows; nine months ended March 31, 2026 · Filed 07/05/2026
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.
Proxy compensation discussion; fiscal 2026 results and incentive performance outcomes · Filed 29/09/2026
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
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.
Third-quarter MD&A; merger-related dilution and diluted EPS decline · Filed 07/05/2026
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 LTI grant 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; adopted PSU performance metrics and return gateway · Filed 29/09/2026
(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 discussion footnote; Board flexibility over EPS and return hurdles · 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.
Corporate governance highlights; Board structure, shareholder rights and ownership requirements · 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.
Corporate 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.
Corporate governance; independent director executive sessions · 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 and additional share authorization · Filed 29/09/2026
As of June 30, 2026, and 2025, the Company was in compliance with all debt covenants.
Debt note; actual covenant compliance at June 30, 2026 and 2025 · Filed 14/08/2026
