Amcor · 10-Q · Item 2 MD&A

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis ("MD&A") should be read in conjunction with our Form 10-K for fiscal year 2025 filed with the U.S. Securities and Exchange Commission (the "SEC") on August 15, 2025, together with the unaudited condensed consolidated financial statements and accompanying notes included in Part 1, Item 1 of this Form 10-Q. Throughout the MD&A, amounts and percentages may not recalculate due to rounding.

On January 14, 2026, the Company filed an amendment to its memorandum of association to effect a 1-for-5 reverse stock split (the "Reverse Split"). The Reverse Split became effective on January 14, 2026. In connection with the Reverse Split, the par value of the Company's ordinary shares was increased to $0.05 and the Company's number of ordinary shares authorized was reduced to 1,800 million ordinary shares. All prior year ordinary share and per share amounts throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations have been retroactively adjusted to reflect the effects of the Reverse Split.

Summary of Financial Results

Three Months Ended March 31,

Nine Months Ended March 31,

($ in millions)

Net sales

$

%

$

%

$

%

$

%

Cost of sales

%)

%)

%)

%)

Gross profit

%

%

%

$

%

Operating expenses:

Selling, general, and administrative expenses

%)

%)

%)

%)

Amortization of acquired intangible assets

%)

%)

%)

%)

Research and development expenses

%)

%)

%)

%)

Restructuring, transaction and integration expenses, net

%)

%)

%)

%)

Other income, net

6

%

%

%

%

Operating income

%

%

%

%

Interest income

%

%

%

%

Interest expense

%)

%)

%)

%)

Other non-operating income/(expenses), net

2

—

%

(1)

—

%

4

—

%

(3)

—

%

Income before income taxes and equity in income of affiliated companies

%

%

%

%

Income tax expense

%)

%)

%)

%)

Equity in income of affiliated companies, net of tax

—

—

%

—

—

%

4

—

%

1

—

%

Net income

$

%

$

%

%

%

Net income attributable to non-controlling interests

—

—

%

(1)

—

%

—

—

%

(7)

%)

Net income attributable to Amcor plc

$

%

$

%

%

%

Overview

Amcor is the global leader in developing and producing responsible packaging solutions across a variety of materials for nutrition, health, beauty and wellness categories. Our global product innovation and sustainability expertise enable us to solve packaging challenges around the world every day, producing a range of flexible packaging, rigid packaging, cartons and closures that are more sustainable, functional and appealing for our customers and their consumers. We are guided by our purpose of elevating customers, shaping lives and protecting the future. Supported by a commitment to safety, in fiscal year 2025, 77,000 people generated $23 billion in annualized sales from operations on a pro forma basis from over 400 locations in more than 40 countries.

Significant Developments and Trends

Merger with Berry Global Group, Inc.

On November 19, 2024, the Company, Aurora Spirit, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Berry Global Group, Inc., a Delaware corporation (“Berry”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provided for the merger of Merger Sub with and into Berry (the “Merger”), with Berry surviving the Merger as a wholly-owned subsidiary of Amcor. On April 30, 2025, we completed the transactions called for by the Merger Agreement and obtained all of the ownership interest in Berry for purchase consideration of $10.4 billion, not including Berry debt assumed by Amcor of approximately $5.2 billion. In connection with the closing of the Merger, we issued approximately 846 million ordinary shares to Berry shareholders, excluding shares for Berry vested share-based payment and cash settled awards at closing, and paid $2.2 billion in connection with the required extinguishment of certain Berry indebtedness using the proceeds from the cumulative issuance of $2.2 billion in long-term debt in March 2025. Refer to Part 1, Item 1 - Financial Statements, Note 4, "Acquisitions and Disposals", for further information.

Berry Plan

In connection with the Merger with Berry, the Company initiated restructuring and integration activities in the fourth quarter of fiscal year 2025 ("Berry Plan") aimed at integrating the combined organization. The Company continues to T1target realizing approximately $530 million of pre-tax synergies driven by procurement, supply chain, and general and administrative savings, $60 million in annual financial synergies and $60 million in pre-tax earnings benefits from growth synergies by the end of fiscal year 2028. The total Berry Plan pre-tax net cash cost is estimated at $280 million, net, including restructuring activities and general integration expenses. As of March 31, 2026, the Company has initiated restructuring projects with an expected net cost of approximately $292 million, of which $129 million relates to employee related expenses, $44 million to fixed asset related expenses (net of expected gains on asset disposals), $56 million to other restructuring expenses, and $63 million to restructuring related expenses.

In addition, the Company expects to spend approximately $120 million on general integration costs. The restructuring and general integration activities initiated to date are expected to result in $275 million of net cash expenditures. The Berry Plan is expected to be completed by the end of fiscal year 2028.

In the nine months ended March 31, 2026, the Company incurred $102 million in employee related expenses, $16 million in other restructuring, $38 million in restructuring related expenses, and $10 million on fixed asset related items (net of gains on asset disposals), with $79 million incurred in the Global Flexible Packaging Solutions reportable segment, $71 million incurred in the Global Rigid Packaging Solutions reportable segment, and $16 million incurred in Corporate. The Company also incurred $48 million in integration activities in the nine months ended March 31, 2026. Net cash outflows for restructuring and related expenses for both the three months ended and nine months ended March 31, 2026, were approximately $44 million.

Net cash expenditures of approximately $45 million to $55 million are expected for the balance of fiscal year 2026 for restructuring and general integration activities, with $40 million to $50 million representing payments for restructuring and related expenses.

Review of Portfolio-Related Strategic Alternatives

In August 2025, we announced that T2we are reviewing strategic alternatives to maximize the value of our portfolio and have identified businesses with combined sales of $2.5 billion, which includes our North American Beverage business, for further review given they are less aligned with one or more core portfolio attributes including attractive growth and margin profile, industry structure, and scale and leadership position. Possible actions for these businesses include and are not limited to restructuring, partnership and joint venture ownership models, cash sale or a combination thereof. In the third quarter of fiscal year 2026, we concluded five businesses identified as part of the strategic review qualified as held for sale and reclassified related assets and liabilities as held for sale in our consolidated balance sheet and recognized a related impairment loss of $6 million. These five businesses have annual revenue of approximately $500 million. During the third quarter of fiscal year 2026,

we also sold our investment in ePac for estimated proceeds of $79 million, including contingent and deferred consideration. While we continue to progress in our strategic alternatives review, we have not identified a set deadline or definitive timetable for completion of the strategic alternatives review process and related actions and there is no assurance that this review will result in any transaction or that any such outcome will be successful. Subsequent to the end of the third quarter of fiscal year 2026, we completed the sale of two of the five businesses classified as held for sale and executed agreements to sell the remaining three. Refer to Note 18, "Subsequent Events" for further information.

Economic and Market Conditions

Market dynamics have remained challenging in fiscal year 2026, reflecting softer consumer demand and customer order volatility in certain markets, and cost pressures in certain areas, including labor costs. These conditions have been driven by a combination of factors, including T3ongoing geopolitical tensions and conflicts, volatility and changes in U.S. domestic and global tariff frameworks, and persistent inflation in many economies, all of which have adversely affected consumption and consumer demand. Rapid shifts in U.S. trade policy, together with sustained inflationary pressures in the United States, have further contributed to global market uncertainty and uneven demand across several end markets.

During the third quarter of fiscal year 2026, the escalation of conflict in the Middle East disrupted global energy markets, resulting in higher energy prices. These increases have had an unprecedented impact on the cost of certain raw materials used in the manufacturing and transportation of our products. The evolving geopolitical situation has also contributed to disruptions in global logistic networks and heightened supply-chain risks, particularly in Asia. Although we generally source and manufacture our products in the local markets in which they are sold and do not have operations in the Middle East, continued volatility in tariffs, energy markets, and global logistics may negatively impact customer and consumer demand, disrupt our supply chains, and further increase inflationary pressures. Such conditions may also result in higher operating costs and increased working capital requirements.

In response to these conditions, we have remained focused on executing price and cost actions to mitigate the impact of cost inflation and on aligning our cost base with prevailing market conditions, and we expect to continue these efforts. However, these actions may not be sufficient to fully offset the effects of these macroeconomic and geopolitical factors. There is no assurance that ongoing geopolitical tensions, including tariff-related developments and other macroeconomic factors, will not negatively impact our business, financial condition, results of operations, or cash flows.

Highly Inflationary Accounting

We have subsidiaries in Argentina that historically had a functional currency of the Argentine Peso. As of June 30, 2018, the Argentine economy was designated as highly inflationary for accounting purposes. Accordingly, beginning July 1, 2018, we began reporting the financial results of our Argentine subsidiaries with a functional currency of the Argentine Peso at the functional currency of the parent, which is the U.S. dollar. The impact of highly inflationary accounting in the three months ended March 31, 2026, and 2025 resulted in a negative/(favorable) impact on monetary assets of $(2) million and $3 million, respectively, and $13 million and $8 million in the nine months ended March 31, 2026, and 2025, respectively, in foreign currency transaction losses/(gains) that were reflected in the unaudited condensed consolidated statements of income.

In December 2025, the Argentine central bank announced a new phase of its economic program which included changing its foreign exchange rate band mechanism and launching an active foreign exchange reserve accumulation program to strengthen the country's economy. In December 2025, the Argentine central bank repaid the portion that it drew on the $20 billion exchange-rate stabilization agreement it entered into with the United States Treasury Department. We continue to monitor the foreign currency exposure risk of our operations in Argentina, which represented less than 1% of total assets as of March 31, 2026.

Results of Operations - Three Months Ended March 31, 2026

Consolidated Results of Operations

Three Months Ended March 31,

($ in millions, except per share data)

Net sales

$

$

Operating income

Operating income as a percentage of net sales

%

%

Net income attributable to Amcor plc

$

$

Diluted Earnings Per Share

$

$

Net sales increased by $2,581 million, or 77%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Excluding the increase of sales from the Merger, net of divestments, of approximately $2,383 million, the positive currency impacts of approximately $252 million, and the negative impacts from the pass-through of lower raw material costs of approximately $8 million, T4the remaining variation in net sales for the three months ended March 31, 2026 was a decrease of approximately $47 million or 1%, reflecting lower sales volumes of approximately 2%, partially offset by favorable price/mix impact of approximately 1%.

Net income attributable to Amcor plc increased by $82 million, or 42%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. This is mainly due to increased gross profit of $536 million, and lower income tax expense of $8 million, partially offset by higher selling, general, and administrative expenses of $222 million, increased amortization of acquired intangible assets of $97 million, higher interest expense, net, of $78 million, increased restructuring, transaction and integration expenses, net of $37 million, increased research and development expenses of $17 million, and lower other income, net, of $15 million, all primarily due to the Merger.

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. 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.

Segment Results of Operations

Global Flexible Packaging Solutions Segment

Three Months Ended March 31,

($ in millions)

Net sales

$

$

Adjusted EBIT

Adjusted EBIT as a percentage of net sales

%

%

Net sales increased by $844 million, or 35% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Excluding the increase of sales from the Merger, net of divestments, of approximately $695 million and the positive currency impacts of approximately $133 million, and the positive impacts from the pass-through of higher raw material costs of approximately 1%, the remaining variation in net sales for the three months ended March 31, 2026 was a decrease of approximately $22 million, or 1%, reflecting unfavorable sales volumes of approximately 2% which was partially offset by favorable price/mix impacts of approximately 1%.

Adjusted earnings before interest and tax ("Adjusted EBIT") increased by $109 million, or 32% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Excluding the positive impacts from the Merger, net of divestments, of approximately $78 million, and the positive currency impacts of approximately $13 million, the remaining variation in Adjusted EBIT for the three months ended March 31, 2026 was an increase of approximately $19 million, or 5%, mainly reflecting synergy benefits from the Merger and operating cost performance of approximately 13%, partly offset by unfavorable volumes of approximately 4% and unfavorable price/mix impacts of approximately 4%.

Global Rigid Packaging Solutions Segment

Three Months Ended March 31,

($ in millions)

Net sales

$

$

Adjusted EBIT

Adjusted EBIT as a percentage of net sales

%

%

Net sales increased by $1,737 million, or 187%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Excluding the increase of sales from the Merger of approximately $1,689 million, the positive currency impacts of approximately $119 million, and the negative impacts from the pass-through of lower raw material costs of approximately 5%, the remaining variation in net sales for the three months ended March 31, 2026 was a decrease of approximately $29 million, or 3%, reflecting unfavorable sales volumes.

Adjusted EBIT increased by $206 million, or 294%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Excluding the positive impacts from the Merger, net of divestments, of approximately $175 million and the positive currency impacts of approximately $16 million, the remaining variation in Adjusted EBIT for the three months ended March 31, 2026 was an increase of approximately $15 million, or 20%, reflecting synergy benefits from the Merger and operating cost performance impacts of approximately 52%, partially offset by the net negative effect of approximately 9% from unfavorable volumes and unfavorable price/mix impacts on earnings of approximately 23%.

Consolidated Gross Profit

Three Months Ended March 31,

($ in millions)

Gross profit

$

$

Gross profit as a percentage of net sales

%

%

Gross profit increased by $536 million, or 82%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was primarily driven by the Merger and synergies. Gross profit as a percentage of sales of 20.1% increased as of March 31, 2026, compared to March 31, 2025, driven by synergies and continued disciplined execution against cost and productivity initiatives.

Consolidated Selling, General, and Administrative ("SG&A") Expenses

Three Months Ended March 31,

($ in millions)

SG&A expenses

$

$

SG&A expenses as a percentage of net sales

%)

%)

SG&A expenses increased by $222 million, or 83%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was primarily driven by the Merger.

Consolidated Amortization of Acquired Intangible Assets

Three Months Ended March 31,

($ in millions)

Amortization of acquired intangible assets

$

$

Amortization of acquired intangible assets as a percentage of net sales

%

%

Amortization of acquired intangible assets increased by $97 million, or 262%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was primarily driven by the additional intangible assets acquired in the Merger.

Consolidated Research and Development Expenses

Three Months Ended March 31,

($ in millions)

Research and development expenses

$

$

Research and development expenses as a percentage of net sales

%

%

Research and development expenses increased by $17 million, or 63%, in the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was primarily driven by the Merger.

Consolidated Restructuring, Transaction and Integration Expenses, Net

Three Months Ended March 31,

($ in millions)

Restructuring, transaction and integration expenses, net

$

$

Restructuring, transaction and integration expenses, net as a percentage of net sales

%)

%)

T5Restructuring, transaction and integration expenses, net increased by $37 million or 116% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The change was a result of an increase in restructuring, integration, and related expenses, net, of $51 million, partially offset by a decrease in transaction costs of $14 million.

Consolidated Other Income, Net

Three Months Ended March 31,

($ in millions)

Other income, net

$

6

$

Other income, net as a percentage of net sales

%

%

Other income, net changed by $15 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The change was primarily driven by higher asset disposal impacts and indirect tax benefits during the prior period, partially offset by the impact of highly inflationary accounting for subsidiaries in Argentina.

Consolidated Interest Income

Three Months Ended March 31,

($ in millions)

Interest income

$

$

Interest income as a percentage of net sales

%

%

Interest income increased by $7 million in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, driven by the Merger.

Consolidated Interest Expense

Three Months Ended March 31,

($ in millions)

Interest expense

$

$

Interest expense as a percentage of net sales

%

%

Interest expense increased by $85 million in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by the additional debt issued and assumed in the Merger.

Consolidated Income Tax Expense

Three Months Ended March 31,

($ in millions)

Income tax expense

$

$

Effective income tax rate

%

%

The effective tax rate decreased by 6.6 percentage points for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to differences in non-deductible expenditures, and discrete events between the periods, which includes a $30 million discrete benefit from the release of previously recorded uncertain tax position in the current period.

Results of Operations - Nine Months Ended March 31, 2026

Consolidated Results of Operations

Nine Months Ended March 31,

($ in millions, except per share data)

Net sales

$

$

Operating income

$

$

Operating income as a percentage of net sales

%

%

Net income attributable to Amcor plc

$

$

Diluted Earnings Per Share

$

$

Net sales increased by $7,181 million, or 72%, for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025. 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%.

Net income attributable to Amcor plc increased by $167 million, or 30%, for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025, mainly due to an increase in gross profit of $1,414 million, lower income tax expense of $57 million, and higher other income, net, of $15 million, partially offset by higher selling, general, and administrative expenses of $566 million, higher amortization of acquired intangible assets of $295 million, higher interest expense, net of $238 million, higher restructuring, transaction and integration expenses, net of $191 million, and increased research and development expenses of $46 million, all primarily due to the Merger.

Diluted earnings per share decreased by $0.35, or 18%, for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025, with the net income available to ordinary shareholders of Amcor plc increasing by 31% due to the above items and the diluted weighted average number of shares increasing by 60% for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025. 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.

Segment Results of Operations

Global Flexible Packaging Solutions Segment

Nine Months Ended March 31,

($ in millions)

Net sales

$

$

Adjusted EBIT

$

$

Adjusted EBIT as a percentage of net sales

%

%

Net sales increased by $2,232 million, or 32% for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025. Excluding the increase of sales from the Merger, net of divestments, of approximately $1,943 million, the positive currency impacts of approximately $278 million, and the positive impacts from the pass-through of higher raw material costs of approximately 1%, the remaining variation in net sales for the nine months ended March 31, 2026 was a decrease of approximately $46 million, or 1%, mainly reflecting unfavorable sales volumes of approximately 2%, partially offset by favorable price/mix impacts of approximately 1%.

Adjusted earnings before interest and tax ("Adjusted EBIT") increased by $293 million, or 30%, for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025. Excluding the positive impacts from the Merger, net of divestments, of approximately $220 million, and the positive currency impacts of approximately $27 million, the remaining variation in Adjusted EBIT for the nine months ended March 31, 2026 was an increase of approximately $47 million, or 5%, mainly reflecting synergy benefits from the Merger and favorable operating cost performance of approximately 14%, partially offset by unfavorable volumes of approximately 6% and negative price/mix impacts of approximately 3%.

Global Rigid Packaging Solutions Segment

Nine Months Ended March 31,

($ in millions)

Net sales

$

$

Adjusted EBIT

$

$

Adjusted EBIT as a percentage of net sales

%

%

Net sales increased by $4,949 million, or 173%, for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025. Excluding the increase of sales from the Merger, net of divestments, of approximately $4,959 million, the positive currency impacts of approximately $254 million, and the negative impacts from the pass-through of lower raw material costs of approximately 3%, the remaining variation in net sales for the nine months ended March 31, 2026 was a decrease of approximately $176 million, or 6%, reflecting unfavorable sales volumes of approximately 5% and unfavorable price/mix impacts of approximately 1%.

Adjusted EBIT increased by $608 million, or 281%, for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025. Excluding the positive impacts from the Merger, net of divestments, of approximately $580 million and the positive currency impacts of approximately $34 million, the remaining variation in Adjusted EBIT for the nine months ended March 31, 2026 was a decrease of approximately $7 million, or 3%, reflecting negative effect of approximately 18% from unfavorable volumes, unfavorable price/mix impact of approximately 25%, partially offset by synergy benefits from the Merger and cost performance impacts of approximately 40%.

Consolidated Gross Profit

Nine Months Ended March 31,

($ in millions)

Gross profit

$

$

Gross profit as a percentage of net sales

%

%

Gross profit increased by $1,414 million, or 73%, for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025. The increase was primarily driven by the Merger and synergies. Gross profit as a percentage of sales of 19.6% remained relatively stable for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025.

Consolidated Selling, General, and Administrative ("SG&A") Expenses

Nine Months Ended March 31,

($ in millions)

SG&A expenses

$

$

SG&A expenses as a percentage of net sales

%)

%)

Selling, general, and administrative expenses increased by $566 million or 71% for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025. The increase was primarily driven by the Merger.

Consolidated Amortization of Acquired Intangible Assets

Nine Months Ended March 31,

($ in millions)

Amortization of acquired intangible assets

$

$

Amortization of acquired intangible assets as a percentage of net sales

%)

%)

Amortization of acquired intangible assets increased by $295 million, or 254%, in the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. The increase was primarily driven by the additional intangible assets acquired in the Merger.

Consolidated Research and Development Expenses

Nine Months Ended March 31,

($ in millions)

Research and development expenses

$

$

Research and development expenses as a percentage of net sales

%)

%)

Research and development expenses increased by $46 million, or 56%, in the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025. The increase was primarily driven by the Merger.

Consolidated Restructuring, Transaction and Integration Expenses, Net

Nine Months Ended March 31,

($ in millions)

Restructuring, transaction and integration expenses, net

$

$

Restructuring, transaction and integration expenses, net as a percentage of net sales

%)

%)

Restructuring, transaction and integration expenses, net increased by $191 million for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025. The change was a result of an increase in restructuring, integration, and related expenses, net, of $186 million and an increase in transaction costs incurred in connection with the Merger of $5 million.

Consolidated Other Income, Net

Nine Months Ended March 31,

($ in millions)

Other income, net

$

$

Other income, net as a percentage of net sales

%

%

Other income, net changed by $15 million for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025, primarily driven by the Merger and indirect tax benefits, partially offset by the impact of highly inflationary accounting for subsidiaries in Argentina.

Consolidated Interest Income

Nine Months Ended March 31,

($ in millions)

Interest income

$

$

Interest income as a percentage of net sales

%

%

Interest income increased by $17 million in the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025, driven by the Merger.

Consolidated Interest Expense

Nine Months Ended March 31,

($ in millions)

Interest expense

$

$

Interest expense as a percentage of net sales

%)

%)

Interest expense increased by $255 million in the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025, primarily driven by the additional debt issued and assumed in the Merger.

Consolidated Income Tax Expense

Nine Months Ended March 31,

($ in millions)

Income tax expense

$

$

Effective income tax rate

%

%

The effective tax rate for the nine months ended March 31, 2026, decreased by 9.7 percentage points compared to the nine months ended March 31, 2025, primarily due to differences in non-deductible expenditures, and discrete events between the periods, which includes a $43 million discrete benefit from post-acquisition restructuring and a $30 million discrete benefit from the release of a previously recorded uncertain tax position in the current period.

Presentation of Non-GAAP Information

This Quarterly Report on Form 10-Q refers to non-GAAP financial measures: adjusted earnings before interest and taxes ("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 certain amounts related to the effect of changes in currency exchange rates, acquisitions, and restructuring, including employee-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 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, CEO and CFO 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 expenses unless otherwise stated, are reflected in Adjusted EBIT and adjusted net income and the acquired assets contribute to revenue generation.

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 useful to enable investors and other external parties to perform comparisons of our current and historical performance.

A reconciliation of reported net income attributable to Amcor plc to Adjusted EBIT, and adjusted net income for the three and nine months ended March 31, 2026, and 2025 is as follows:

Three Months Ended March 31,

Nine Months Ended March 31,

($ in millions)

Net income attributable to Amcor plc, as reported

$

$

$

$

Add: Net income attributable to non-controlling interests

—

1

—

7

Net income

Add: Income tax expense

Add: Interest expense

Less: Interest income

EBIT

Add: Amortization of acquired intangible assets from business combinations (1)

Add/(Less): Impact of hyperinflation (2)

(2)

3

8

Add: Transaction costs (3)

4

Add: Restructuring, integration and related expenses, net (4)

Add: Portfolio review expenses (5)

—

—

Add/(Less): Other (6)

5

—

(3)

Adjusted EBIT

$

$

$

$

Less: Interest expense

Add: Adjustments to interest expense (7)

3

5

5

Less: Income tax expense

Less: Adjustments to income tax expense (8)

Add: Interest income

Less: Net income attributable to non-controlling interests

—

(1)

—

(7)

Adjusted net income

$

$

$

$

(1)Amortization of acquired intangible assets from business combinations includes amortization expense related to all acquired intangible assets from past acquisitions.

(2)Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the functional currency was the Argentine Peso.

(3)Transaction costs include incremental costs related to the Merger and other strategic activities. Refer to Note 5 "Restructuring, Transaction, and Integration Expenses, Net."

(4)For the three and nine months ended March 31, 2026, Restructuring, integration and related expenses, net, primarily includes costs incurred in connection with the Berry Plan. For the three and nine months ended March 31, 2025, Restructuring, integration and related expenses, net includes costs incurred in connection with the 2023 Restructuring Plan. Refer to Note 6 - "Restructuring" for further information.

(5)Portfolio review expenses includes impairment and other incremental expenses incurred in connection with the strategic review of the Company's portfolio alternatives. Refer to Note 3, "Held for Sale".

(6)For the three months ended March 31, 2026, Other primarily includes inventory step-up amortization. For the nine months ended March 31, 2026, Other primarily includes the Company's former Chief Financial Officer's accelerated compensation, including share-based compensation, and other transition related expenses. For the three and nine months ended March 31, 2025, Other includes various expense and income items primarily relating to a pre-tax gain on the disposal Bericap of $15 million, offset by a loss on disposal of a non-core business. Refer to Note 4 - "Acquisitions and Disposals" for further information.

(7)Adjustments to interest expense for the three and nine months ended March 31, 2026 includes amortization of the fair value adjustment to debt acquired in connection with the Merger. For the three and nine months ended March 31, 2025, includes incremental interest expense incurred in connection with the Merger.

(8)Net tax impact on items (1) through (7) above.

Reconciliation of Net Debt

A reconciliation of total debt to net debt as of March 31, 2026, and June 30, 2025, is as follows:

($ in millions)

Current portion of long-term debt (1)

$

$

Short-term debt

Long-term debt, less current portion

Total debt

Less cash and cash equivalents

Net debt

$

$

(1)Refer to our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, Note 14 "Debt", and Note 12 - "Debt" in "Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements" for additional information on debt maturities.

Supplemental Guarantor Information

Amcor plc, along with certain wholly-owned subsidiary guarantors, guarantee the following senior notes issued by the wholly-owned subsidiaries, Amcor Flexibles North America, Inc. (“Amcor Flexibles North America”), Amcor UK Finance plc (“Amcor UK”), Amcor International UK plc ("AIUK"), Amcor Finance (USA), Inc. (“AFUI”), Amcor Group Finance plc (“AGF”), and Berry Global, Inc. (“Berry Global”).

Notes Guaranteed by Obligor Group 1 companies (as defined below):

•$300 million, 3.100% Guaranteed Senior Notes due 2026 of Amcor Flexibles North America, Inc.

•$600 million, 3.625% Guaranteed Senior Notes due 2026 of Amcor Flexibles North America, Inc.

•$500 million, 4.500% Guaranteed Senior Notes due 2028 of Amcor Flexibles North America, Inc.

•$725 million, 4.800% Guaranteed Senior Notes due 2028 of Amcor Flexibles North America, Inc.

•$750 million, 4.250% Guaranteed Senior Notes due 2029 of Amcor Flexibles North America, Inc.

•$500 million, 2.630% Guaranteed Senior Notes due 2030 of Amcor Flexibles North America, Inc.

•$725 million, 5.100% Guaranteed Senior Notes due 2030 of Amcor Flexibles North America, Inc.

•$800 million, 2.690% Guaranteed Senior Notes due 2031 of Amcor Flexibles North America, Inc.

•$750 million, 5.500% Guaranteed Senior Notes due 2035 of Amcor Flexibles North America, Inc.

•$750 million, 5.125% Guaranteed Senior Notes due 2036 of Amcor Flexibles North America, Inc.

•€500 million, 1.125% Guaranteed Senior Notes due 2027 of Amcor UK Finance plc

•€750 million, 3.200% Guaranteed Senior Notes due 2029 of Amcor UK Finance plc

•€500 million, 3.950% Guaranteed Senior Notes due 2032 of Amcor UK Finance plc

•€750 million, 3.750% Guaranteed Senior Notes due 2033 of Amcor UK Finance plc

•$500 million, 5.625% Guaranteed Senior Notes due 2033 of Amcor Finance (USA), Inc.

•$500 million, 5.450% Guaranteed Senior Notes due 2029 of Amcor Group Finance plc

The $1,525 million, 1.570% First Priority Senior Secured Notes due January 2026 of Berry Global, Inc. has matured during the three months ended March 31, 2026.

Notes Guaranteed by Obligor Group 2 companies in this filing include (as defined below):

• $400 million, 1.650% First Priority Senior Secured Notes due 2027 of Berry Global, Inc. (1)

• $500 million, 5.500% First Priority Senior Secured Notes due 2028 of Berry Global, Inc. (1)

• $800 million, 5.800% First Priority Senior Secured Notes due 2031 of Berry Global, Inc. (1)

• $800 million, 5.650% First Priority Senior Secured Notes due 2034 of Berry Global, Inc. (1)

(1)On April 30, 2025, in connection with the consummation of the Merger and Amcor plc’s consent solicitations from the holders of the 1.650% First Priority Senior Secured Notes due 2027, 5.500% First Priority Senior Secured Notes due 2028, 5.800% First Priority Senior Secured Notes due 2031, and 5.650% First Priority Senior Secured Notes due 2034 issued by Berry, Amcor plc provided a guarantee of each series of Consent Solicitation Notes and, as a result, among other things, the liens on all of the collateral of Berry granted to secure each such series of Consent Solicitation Notes was released.

The table below summarizes the composition of Obligor Groups:

Entity

Incorporated in

Obligor Group 1

Obligor Group 2

Amcor Plc (ultimate parent entity)

Jersey

x

x

Subsidiary guarantors:

Amcor Flexibles North America

Missouri, USA

x

x

Amcor UK

United Kingdom

x

x

AIUK

United Kingdom

x

x

AFUI

Delaware, USA

x

x

AGF

United Kingdom

x

x

Berry Global

Delaware, USA

x

x

Berry Global Group, Inc.

Delaware, USA

x

All guarantors fully, unconditionally, and irrevocably guarantee, on a joint and several basis, to each holder of the notes of each series, the due and punctual payment of the principal of, and any premium and interest on, such notes 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 redemption or otherwise, in accordance with the terms of the notes and related indenture. The obligations of the applicable guarantors under their guarantees are limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, or similar laws) under applicable law. The guarantees are unsecured and unsubordinated obligations of the guarantors and 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.

Insolvency proceedings with respect to the issuers and guarantors could proceed under, and be governed by, among others, Jersey, 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 Obligor Groups 1 and 2:

Basis of Preparation

The following summarized financial information is presented for the parent, issuer, and guarantor subsidiaries ("Obligor Group") on a combined basis after elimination of intercompany transactions between entities in each Obligor Group and amounts related to investments in any subsidiary that is a non-guarantor. This information is not intended to present the financial position or results of operations of the combined group of companies in accordance with U.S. GAAP. The Company reclassified prior year comparative in the Balance Sheets for Obligor Group to conform with current year presentation which transferred certain subsidiary liabilities due to subsidiaries outside the obligor group from current to non-current.

Statement of Income for Obligor Group

($ in millions)

Obligor Group 1

Obligor Group 2

Net sales - external

$

$

Net sales - to subsidiaries outside the Obligor Group

7

7

Total net sales

$

$

Gross profit

Net income (1)

$

$

Net income attributable to non-controlling interests

—

—

Net income attributable to Obligor Group

$

$

(1)Includes a loss relating to an internal restructuring.

Balance Sheets for Obligor Group

($ in millions)

Obligor Group 1

Obligor Group 2

Assets

Current assets - external

$

$

Current assets - due from subsidiaries outside the Obligor Group

Total current assets

Non-current assets - external

Non-current assets - due from subsidiaries outside the Obligor Group

Total non-current assets

Total assets

$

$

Liabilities

Current liabilities - external

$

$

Current liabilities - due to subsidiaries outside the Obligor Group

Total current liabilities

Non-current liabilities - external

Non-current liabilities - due to subsidiaries outside the Obligor Group (1)

Total non-current liabilities

Total liabilities

$

$

Obligor Group 1

Obligor Group 2

Assets

Current assets - external

$

$

Current assets - due from subsidiaries outside the Obligor Group

Total current assets

Non-current assets - external

Non-current assets - due from subsidiaries outside the Obligor Group

Total non-current assets

Total assets

$

$

Liabilities

Current liabilities - external

$

$

Current liabilities - due to subsidiaries outside the Obligor Group

Total current liabilities

Non-current liabilities - external

Non-current liabilities - due to subsidiaries outside the Obligor Group (1)

Total non-current liabilities

Total liabilities

$

$

(1)Includes unsettled cash pooling arrangement received by the obligor group on behalf of subsidiaries outside of the obligor group.

New Accounting Pronouncements

Refer to Note 2, "New Accounting Guidance," in "Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements".

Critical Accounting Estimates and Judgments

Our discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during

the reporting period. On an ongoing basis, we evaluate our estimates and judgments, including those related to retirement benefits, intangible assets, goodwill, and expected future performance of operations. Our estimates and judgments are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. These critical accounting estimates are discussed in detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates and Judgments” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. There have been no material changes in critical accounting estimates and judgments as of March 31, 2026, from those described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Liquidity and Capital Resources

We finance our business primarily through cash flows provided by operating activities, borrowings from banks, and proceeds from issuances of debt and equity. We periodically review our capital structure and liquidity position in light of 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 credit ratings, and our ease of access to funding sources.

We believe that our cash flows provided by operating activities, together with borrowings available under our credit facilities and access to the commercial paper market, backstopped by our bank debt facilities, will continue to provide sufficient liquidity to fund our operations, capital expenditures, and other commitments, including dividends and purchases of our ordinary shares and CHESS Depositary Instruments under authorized share repurchase programs, if any, into the foreseeable future.

Overview

Nine Months Ended March 31,

($ in millions)

Net cash provided by operating activities

$

$

Net cash used in investing activities

Net cash provided by financing activities

Cash Flow Overview

Net Cash Provided by Operating Activities

Net cash provided by operating activities increased by $280 million for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025. The change is primarily driven by higher net income, adjusted for non-cash items, partially offset by higher working capital outflows in the current period.

Net Cash Used in Investing Activities

Net cash used in investing activities increased by $347 million for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025. The change is primarily driven by higher net purchases of property, plant, and equipment in the current period, primarily driven by the Merger and by the proceeds received from the sale of Bericap in the prior period, partially offset by proceeds received from the sale of investment in ePac in the current period.

Net Cash Provided by Financing Activities

Net cash provided by financing activities decreased by $629 million for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025. The change is primarily driven by net repayment of long-term debt and higher dividends paid on the issuance of shares related to the Merger in the current period.

Net Debt

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 provide further flexibility in managing the interest cost of borrowings.

On November 12, 2025, the Company issued additional guaranteed senior euro notes in an aggregate principal amount of €1.5 billion (collectively, the “Notes”). The Notes consist of (i) €750 million principal amount of 3.20% Guaranteed Senior Notes due 2029 and (ii) €750 million principal amount of 3.75% Guaranteed Senior Notes due 2033. The Notes are senior unsecured obligations and are unconditionally guaranteed on a senior unsecured basis by the Company and certain of its subsidiaries.

On March 5, 2026, the Company issued additional guaranteed senior notes in an aggregate principal amount of $1.5 billion (collectively, the “March Notes”). The March Notes consist of (i) $750 million principal amount of 4.25% Guaranteed Senior Notes due 2029 and (ii) $750 million principal amount of 5.125% Guaranteed Senior Notes due 2036. The March Notes

are senior unsecured obligations and are unconditionally guaranteed on a senior unsecured basis by the Company and certain of its subsidiaries.

On April 15, 2026, the Company completed the early redemption of its 4.875% First Priority Senior Secured Notes with an aggregate principal amount of $750 million, originally scheduled to mature in July 2026. The Company expects to recognize approximately $9 million of interest expense associated with the early redemption in the fourth quarter of fiscal year 2026.

On April 28, 2026, the Company completed the redemption of its 3.625% First Priority Senior Secured Notes with an aggregate principal amount of $600 million.

Short-term debt consists of bank debt with a duration of less than 12 months and bank overdrafts which are classified as current due to the short-term nature of the borrowings, except where we have the ability and intent to refinance and as such 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.

Our primary bank debt facilities and notes are unsecured and subject to negative pledge arrangements limiting the amount of secured indebtedness incurred outside the guarantor group as well as the secured indebtedness we can incur to an aggregate of 15.0% 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, stepping up to 4.25 times for the twelve consecutive calendar months following the consummation of an acquisition with aggregate consideration in excess of $375 million. The negative pledge arrangements and the financial covenants are defined in the related debt agreements. As of March 31, 2026, we were in compliance with all applicable covenants under our bank debt facilities.

Our net debt as of March 31, 2026, and June 30, 2025, was $14.3 billion and $13.3 billion, respectively.

Debt Facilities

As of March 31, 2026, the revolving senior bank debt facility had an aggregate limit of $3.75 billion, of which $1.82 billion had been drawn (inclusive of amounts drawn under commercial paper programs reducing the overall balance of available senior facilities). Our senior facility is available to fund working capital, growth capital expenditures, and refinancing obligations. Subject to certain conditions, we can request the total commitment level under the agreement to be increased by up to $1.0 billion.

Dividend Payments

We declared and paid a $0.6375 cash dividend per ordinary share (as adjusted for the Reverse Split) during the three months ended September 30, 2025, a $0.65 cash dividend per ordinary share (as adjusted for the Reverse Split) during the three months ended December 31, 2025, and a $0.65 cash dividend per ordinary share during the three months ended March 31, 2026.

Credit Rating

Our capital structure and financial practices have earned us investment grade credit ratings from three internationally 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 capital markets, and from global financial institutions.

Share Repurchases

In the nine months ended March 31, 2026, the Company did not maintain a share repurchase program as the prior program had expired on its terms.

We had cash outflows of $22 million and $47 million for the purchase of our shares during the nine months ended March 31, 2026, and 2025, respectively, as treasury shares to satisfy the vesting and exercises of share-based compensation awards. As of March 31, 2026, and June 30, 2025, we held treasury shares at a cost of $9 million and $6 million, respectively, representing approximately 0.2 million and 0.1 million shares, respectively.