What does this 8-K actually disclose?

It provides the unaudited pro forma condensed combined statement of income for Amcor's fiscal year ended June 30, 2025, as if the Berry Global merger and related debt financing had occurred on July 1, 2024. It is supplemental information required under Regulation S-X and does not announce a new transaction.

How does the merger change Amcor's scale and profitability on a pro forma basis?

Pro forma net sales rise to about $23.2 billion from $15.0 billion, and pro forma net income attributable to Amcor is about $560 million versus $511 million standalone. Earnings per diluted share move only from $0.32 to $0.35 because of higher amortization, interest expense, and share count. The combined company's margins and earnings are therefore modestly accretive on this basis, not dramatically so.

What is the financing impact on Amcor's balance sheet and interest costs?

Amcor issued $2.2 billion of unsecured notes at a weighted-average rate of about 5.14% before closing to refinance Berry debt subject to change-of-control provisions. Pro forma interest expense increases to about $674 million, and Amcor assumed about $5.2 billion of Berry debt at close, so leverage is materially higher than before the deal.

Why is there no pro forma balance sheet in this filing?

The merger is already reflected in Amcor's audited June 30, 2025 balance sheet included in its Form 10-K filed August 15, 2025, so a separate pro forma balance sheet is not required in this 8-K.

Are the pro forma numbers a forecast, and what could change them?

No. The filing states they are illustrative and do not project future results. The purchase price allocation is preliminary and could change as fair values for inventory, intangibles, and property, plant and equipment are finalized, and tax rate assumptions of roughly 21% to 25% are also preliminary.

AMCR/AMCCF 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K filed October 2, 2025. Cited figures are marked; the original filing is the authoritative source.

Amcor plc filed this 8-K on October 2, 2025 to supply the unaudited pro forma condensed combined statement of income for the fiscal year ended June 30, 2025, giving effect to its April 30, 2025 acquisition of Berry Global Group, Inc. The filing is a supplemental disclosure under Article 11 of Regulation S-X rather than a new transaction announcement.

The pro forma statement combines Amcor's audited FY2025 results with Berry's adjusted ten-month results (July 1, 2024 to April 30, 2025), treating the merger and related debt financing as if they had closed on July 1, 2024. The pro forma balance sheet is omitted because the merger is already reflected in Amcor's audited June 30, 2025 balance sheet in its Form 10-K filed August 15, 2025. On a pro forma basis, combined net sales would be about $23.2 billion^a, versus $15.0 billion reported by Amcor alone, reflecting the addition of Berry's roughly $8.2 billion in ten-month sales.

Pro forma operating income is about $1.4 billion^b and pro forma net income attributable to Amcor is about $560 million, or $0.35 per diluted share, compared with $511 million and $0.32 per share reported by Amcor standalone. The earnings improvement is modest because the combined company absorbs about $307 million of new intangible amortization, $674 million of pro forma interest expense (up from $396 million), and integration and transaction costs. For investors, the key takeaway is the scale of the combined business and the significant increase in leverage and amortization that accompanies it.

The purchase price was about $10.4 billion^c, including roughly $8.2 billion in equity issued at 7.25 Amcor shares per Berry share and about $2.2 billion of Berry debt repaid at close. Goodwill was preliminarily recorded at $5.9 billion, and the purchase price allocation remains preliminary. The filing states that the pro forma figures are illustrative, exclude synergies and integration costs, and are not a projection of future results.

02—Key points

Key Highlights

Pro forma FY2025 net sales of approximately $23.2 billion, up from $15.0 billion for Amcor standalone, reflecting the inclusion of Berry's ten-month results.
Pro forma net income attributable to Amcor of about $560 million, or $0.35 per diluted share, versus $511 million ($0.32 per share) reported standalone.
Pro forma interest expense rises to about $674 million from $396 million, driven by $2.2 billion of new 5.14% unsecured notes and the impact of Berry's settled swaps.
Merger-related amortization of acquired intangibles of about $307 million is added to the pro forma statement, lifting total amortization to about $703 million.
Total purchase consideration of about $10.4 billion, including $8.2 billion in equity and $2.2 billion of debt repaid at close; preliminary goodwill is $5.9 billion.
Berry's Specialty Tapes and HHNF (Magnera) businesses are removed as discontinued or disposed operations, so the pro forma base reflects continuing Berry operations only.
The filing excludes synergies and integration costs and states the figures are illustrative, not a forecast of future results.

03—Questions

Frequently Asked Questions

What does this 8-K actually disclose?
It provides the unaudited pro forma condensed combined statement of income for Amcor's fiscal year ended June 30, 2025, as if the Berry Global merger and related debt financing had occurred on July 1, 2024. It is supplemental information required under Regulation S-X and does not announce a new transaction.
How does the merger change Amcor's scale and profitability on a pro forma basis?
Pro forma net sales rise to about $23.2 billion from $15.0 billion, and pro forma net income attributable to Amcor is about $560 million versus $511 million standalone. Earnings per diluted share move only from $0.32 to $0.35 because of higher amortization, interest expense, and share count. The combined company's margins and earnings are therefore modestly accretive on this basis, not dramatically so.
What is the financing impact on Amcor's balance sheet and interest costs?
Amcor issued $2.2 billion of unsecured notes at a weighted-average rate of about 5.14% before closing to refinance Berry debt subject to change-of-control provisions. Pro forma interest expense increases to about $674 million, and Amcor assumed about $5.2 billion of Berry debt at close, so leverage is materially higher than before the deal.
Why is there no pro forma balance sheet in this filing?
The merger is already reflected in Amcor's audited June 30, 2025 balance sheet included in its Form 10-K filed August 15, 2025, so a separate pro forma balance sheet is not required in this 8-K.
Are the pro forma numbers a forecast, and what could change them?
No. The filing states they are illustrative and do not project future results. The purchase price allocation is preliminary and could change as fair values for inventory, intangibles, and property, plant and equipment are finalized, and tax rate assumptions of roughly 21% to 25% are also preliminary.

04—Continue

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