Amcor 10-Q 2025-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 001-38932

AMCOR PLC

(Exact name of Registrant as specified in its charter)

Jersey						98-1455367
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

83 Tower Road North

Warmley, Bristol BS30 8XP

United Kingdom

(Address of principal executive offices)

Registrant’s telephone number, including area code: +44 117 9753200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class						Trading symbol(s)						Name of each exchange on which registered
Ordinary Shares, Par Value $0.01 Per Share						AMCR						New York Stock Exchange
1.125% Guaranteed Senior Notes Due 2027						AUKF/27						New York Stock Exchange
5.450% Guaranteed Senior Notes Due 2029						AMCR/29						New York Stock Exchange
3.950% Guaranteed Senior Notes Due 2032						AMCR/32						New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer			☒			Emerging Growth Company			☐
Non-Accelerated Filer			☐			Smaller Reporting Company			☐
Accelerated Filer			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 4, 2025, the registrant had 2,308,359,941 ordinary shares, $0.01 par value, outstanding.

Amcor plc

Quarterly Report on Form 10-Q

Table of Contents

Part I - Financial Information
Item 1.			Financial Statements (unaudited)			6
			Condensed Consolidated Statements of Income			6
			Condensed Consolidated Statements of Comprehensive Income			7
			Condensed Consolidated Balance Sheets			8
			Condensed Consolidated Statements of Cash Flows			9
			Condensed Consolidated Statements of Equity			10
			Notes to Condensed Consolidated Financial Statements			11
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			38
			Summary of Financial Results			38
			Overview			39
			Significant Developments and Trends			39
			Results of Operations			41
			Presentation of Non-GAAP Information			45
			Supplemental Guarantor Information			47
			New Accounting Pronouncements			49
			Critical Accounting Estimates and Judgments			49
			Liquidity and Capital Resources			50
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			52
Item 4.			Controls and Procedures			53
Part II - Other Information
Item 1.			Legal Proceedings			54
Item 1A.			Risk Factors			54
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			54
Item 3.			Defaults Upon Senior Securities			54
Item 4.			Mine Safety Disclosures			54
Item 5.			Other Information			54
Item 6.			Exhibits			56
			Signatures			57

Cautionary Statement Regarding Forward-Looking Statements

Unless otherwise indicated, references to "Amcor," the "Company," "we," "our," and "us" in this Quarterly Report on Form 10-Q refer to Amcor plc and its consolidated subsidiaries.

This Quarterly Report on Form 10-Q contains certain statements that are "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified with words like "believe," "expect," "target," "project," "may," "could," "would," "approximately," "possible," "will," "should," "intend," "plan," "anticipate," "commit," "estimate," "potential," "ambitions," "outlook," or "continue," the negative of these words, other terms of similar meaning, or the use of future dates. Such statements are based on the current expectations of the management of Amcor and are qualified by the inherent risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Neither Amcor nor any of its respective directors, executive officers, or advisors, provide any representation, assurance, or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Amcor. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on Amcor's business, including the ability to successfully realize the expected benefits of the merger of Amcor and Berry Global Group, Inc. Risks and uncertainties that could cause actual results to differ from expectations include, but are not limited to:

• risks arising from the integration of the Amcor and Berry Global Group, Inc., ("Berry") businesses as a result of the merger completed on April 30, 2025 (the "Transaction" or "Merger");

• risk of continued substantial and unexpected costs or expenses resulting from the Transaction;

• risk that the anticipated benefits of the Transaction may not be realized when expected or at all;

• risk that the Company's significant indebtedness may limit its flexibility and increase its borrowing costs;

• risk that the Merger-related tax liabilities could have a material impact on the Company's financial results;

• risk that the strategic review of our portfolio may cause disruptions to our business or may not result in completion of a transaction to restructure or divest non-core businesses or may not create additional value for our shareholders;

• changes in consumer demand patterns and customer requirements in numerous industries;

• risk of loss of key customers, a reduction in their production requirements, or consolidation among key customers;

• significant competition in the industries and regions in which we operate;

• an inability to expand our current business effectively through either organic growth, including product innovation, investments, or acquisitions;

• challenging global economic conditions;

• impacts of operating internationally;

• price fluctuations or shortages in the availability of raw materials, energy and other inputs, which could adversely affect our business;

• production, supply, and other commercial risks, including counterparty credit risks, which may be exacerbated in times of economic volatility;

• pandemics, epidemics, or other disease outbreaks;

• an inability to attract, develop, and retain our skilled workforce and manage key transitions;

• labor disputes and an inability to renew collective bargaining agreements at acceptable terms;

• physical impacts of climate change;

• significant disruption at a key manufacturing facility;

• cybersecurity risks, which could disrupt our operations or risk of loss of our sensitive business information;

• failures or disruptions in our information technology systems which could disrupt our operations, compromise customer, employee, supplier, and other data;

• rising interest rates that increase our borrowing costs on our variable rate indebtedness and could have other negative impacts;

• foreign exchange rate risk;

• a significant write-down of goodwill and/or other intangible assets;

• a failure to maintain an effective system of internal control over financial reporting;

• an inability of our insurance policies, including our use of a captive insurance company, to provide adequate protection against all of the key operational risks we face;

• an inability to defend our intellectual property rights or intellectual property infringement claims against us;

• litigation, including product liability claims or litigation related to Environmental, Social, and Governance ("ESG") matters, or regulatory developments;

• increasing scrutiny and changing expectations from investors, customers, suppliers, and governments with respect to our ESG practices and commitments resulting in additional costs or exposure to additional risks;

• changing ESG government regulations including climate-related rules;

• changing environmental, health, and safety laws;

• changes in tax laws or changes in our geographic mix of earnings; and

• changes in trade policy, including tariff and custom regulations or failure to comply with such regulations.

These risks and uncertainties are supplemented by those identified from time to time in our filings with the Securities and Exchange Commission (the "SEC"), including without limitation, those described under Part I, "Item 1A - Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and as updated by our quarterly reports on Form 10-Q. You can obtain copies of Amcor’s filings with the SEC for free at the SEC’s website (www.sec.gov). Forward-looking statements included herein are made only as of the date hereof and Amcor does not undertake any obligation to update any forward-looking statements, or any other information in this communication, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.

Part I - Financial Information

Amcor plc and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

						Three Months Ended September 30,
($ in millions, except per share data)						2025						2024
Net sales						$	5,745					$	3,353
Cost of sales						(4,621)						(2,694)
Gross profit						1,124						659
Selling, general, and administrative expenses						(435)						(276)
Amortization of acquired intangible assets						(133)						(39)
Research and development expenses						(46)						(28)
Restructuring, transaction and integration expenses, net						(75)						(6)
Other income, net						26						2
Operating income						461						312
Interest income						15						11
Interest expense						(168)						(86)
Other non-operating income/(expenses), net						1						(1)
Income before income taxes and equity in income of affiliated companies						309						236
Income tax expense						(49)						(43)
Equity in income of affiliated companies, net of tax						2						—
Net income						$	262					$	193
Net income attributable to non-controlling interests						—						(2)
Net income attributable to Amcor plc						$	262					$	191
Basic earnings per share:						$	0.113					$	0.132
Diluted earnings per share:						$	0.113					$	0.132

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

						Three Months Ended September 30,
($ in millions)						2025						2024
Net income						$	262					$	193
Other comprehensive income:
Net gains on cash flow hedges, net of tax (a)						3						1
Foreign currency translation adjustments, net of tax (b)						(4)						1
Net investment hedge of foreign operations, net of tax (c)						20						—
Excluded components of fair value hedges						6						11
Pension, net of tax (d)						1						1
Other comprehensive income						26						14
Total comprehensive income						288						207
Comprehensive income attributable to non-controlling interests						—						(2)
Comprehensive income attributable to Amcor plc						$	288					$	205
(a) Tax expense related to cash flow hedges						$	(1)					$	(1)
(b) Tax benefit related to foreign currency translation adjustments						$	1					$	1
(c) Tax expense related to net investment hedge of foreign operations						$	(7)					$	—
(d) Tax benefit related to pension adjustments						$	—					$	—

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

($ in millions, except share and per share data)						September 30, 2025						June 30, 2025
Assets
Current assets:
Cash and cash equivalents						$	825					$	827
Trade receivables, net of allowance for credit losses

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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.

Summary of Financial Results

						Three Months Ended September 30,
($ in millions)						2025												2024
Net sales						$	5,745					100.0		%				$	3,353					100.0		%
Cost of sales						(4,621)						(80.4		%)				(2,694)						(80.3		%)
Gross profit						1,124						19.6		%				659						19.7		%
Operating expenses:
Selling, general, and administrative expenses						(435)						(7.6		%)				(276)						(8.2		%)
Amortization of acquired intangible assets						(133)						(2.3		%)				(39)						(1.2		%)
Research and development expenses						(46)						(0.8		%)				(28)						(0.8		%)
Restructuring, transaction and integration expenses, net						(75)						(1.3		%)				(6)						(0.2		%)
Other income, net						26						0.5		%				2						0.1		%
Operating income						461						8.0		%				312						9.3		%
Interest income						15						0.3		%				11						0.3		%
Interest expense						(168)						(2.9		%)				(86)						(2.6		%)
Other non-operating income/(expenses), net						1						—		%				(1)						—		%
Income before income taxes and equity in income of affiliated companies						309						5.4		%				236						7.0		%
Income tax expense						(49)						(0.9		%)				(43)						(1.3		%)
Equity in income of affiliated companies, net of tax						2						—		%				—						—		%
Net income						$	262					4.6		%				$	193					5.8		%
Net income attributable to non-controlling interests						—						—		%				(2)						(0.1		%)
Net income attributable to Amcor plc						$	262					4.6		%				$	191					5.7		%

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 enables 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 provides 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 to obtain 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 3, "Acquisitions", 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 target 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 cash cost is estimated at $280 million, net, including restructuring activities and general integration expenses. As of September 30, 2025, the Company has initiated restructuring projects with an expected net cost of approximately $165 million, of which $94 million relates to employee related expenses, $13 million to fixed asset related expenses (net of expected gains on asset disposals), $33 million to other restructuring expenses, and $25 million to restructuring related expenses. In addition, the Company expects to spend approximately $90 million on general integration costs. The restructuring and general integration activities initiated to date are expected to result in $190 million of net cash expenditures. The Berry Plan is expected to be completed by the end of fiscal year 2028.

In the three months ended September 30, 2025, the Company incurred $48 million in employee related expenses, $3 million in other restructuring, and $2 million in restructuring related expenses, partially offset by a net gain of $13 million on fixed asset related items, with $9 million incurred in the Global Flexible Packaging Solutions reportable segment, $28 million incurred in the Global Rigid Packaging Solutions reportable segment, and $3 million incurred in Corporate. The Company also incurred $8 million in integration activities in the first quarter of fiscal year 2026. Net cash outflows for restructuring and related expenses for the three months ended September 30, 2025, were approximately $1 million. Net cash expenditures of approximately $100 million to $120 million are expected for the balance of fiscal year 2026 for restructuring and general integration activities, with $80 million to $90 million representing payments for restructuring and related expenses.

Review of Portfolio-Related Strategic Alternatives

In August 2025, we announced that we 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. While we continue to progress in our strategic alternatives review and expect to make progress in fiscal year 2026 on actions related to this strategic 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.

Economic and Market Conditions

Market dynamics remain challenging with softer consumer demand and customer order volatility in certain markets, and higher costs in certain areas, including labor costs, during the first quarter of fiscal year 2026. The underlying causes for the market volatility being experienced can be attributed to a variety of factors, such as geopolitical tension and conflicts, volatility and changes in U.S. domestic and global tariff frameworks and inflation in many economies impacting consumption and consumer demand. Rapid changes in U.S. trade policies, including the announcement of wide-spread tariff increases which were paused and then re-announced, amid persistent inflation in the U.S., has impacted global market conditions resulting in fluctuating consumer demand across many categories.

While we generally source and manufacture our products in the local markets where they are sold, the volatility in tariffs may continue to negatively impact customer and consumer demand, disrupt our supply chains, and increase inflation, raising our costs. In this context, we have remained focused on taking price and cost actions to offset inflation and aligning our cost base with market dynamics and expect to continue to do so. There is no assurance that we will meet our performance expectations or that ongoing geopolitical tensions, including disruptions related to tariffs and other factors, will not negatively impact our financial results.

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 September 30, 2025, and 2024 resulted in a negative impact on monetary assets of $11 million and $2 million, respectively, and $11 million and $2 million in the three months ended September 30, 2025, and 2024, respectively, in foreign currency transaction losses that were reflected in the unaudited condensed consolidated statements of income. In October 2025, the Argentine central bank indicated it had signed a $20 billion exchange-rate stabilization agreement 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 September 30, 2025.

Results of Operations - Three Months Ended September 30, 2025

Consolidated Results of Operations

						Three Months Ended September 30,
($ in millions, except per share data)						2025						2024
Net sales						$	5,745					$	3,353
Operating income						461						312
Operating income as a percentage of net sales						8.0		%				9.3		%
Net income attributable to Amcor plc						$	262					$	191
Diluted Earnings Per Share						$	0.113					$	0.132

Net sales increased by $2,392 million, or 71%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. Excluding the increase of sales from the merger with Berry Global Group, Inc. (the "Merger"), net of divestments, of approximately $2,363 million, the positive currency impacts of approximately $110 million, and the negative impacts from the pass-through of lower raw material costs of approximately $23 million, the remaining variation in net sales for the three months ended September 30, 2025 was a decrease of approximately $58 million or 2%, reflecting lower sales volumes of approximately 3% and favorable price/mix impact of approximately 1%.

Net income attributable to Amcor plc increased by $71 million, or 37%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. This is mainly due to increased gross profit of $465 million and higher other income, net, of $24 million, partially offset by higher selling, general, and administrative expenses of $159 million, increased amortization of acquired intangible assets of approximately $94 million, increased restructuring, transaction and integration expenses of $69 million, increased research and development expenses of $18 million, and higher interest expense, net, of $78 million, all primarily due to the Merger.

Diluted earnings per share ("Diluted EPS") decreased by $0.019, or 14%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, with the net income available to ordinary shareholders of Amcor plc increasing by 38% due to the above items and the diluted weighted average number of shares remaining increasing by 60% for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. 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 September 30,
($ in millions)						2025						2024
Net sales						$	3,257					$	2,552
Adjusted EBIT						426						329
Adjusted EBIT as a percentage of net sales						13.1		%				12.9		%

Net sales increased by $705 million, or 28% for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. Excluding the increase of sales from the Merger, net of divestments, of approximately $640 million, the positive currency impacts of approximately $62 million, and the positive impacts from pass-through of higher raw material costs of approximately $24 million, the remaining variation in net sales for the three months ended September 30, 2025 was a decrease of approximately $21 million, or 1%, reflecting unfavorable sales volumes of approximately 3% and partially offset by a favorable price/mix impact of approximately 2%.

Adjusted earnings before interest and tax ("Adjusted EBIT") increased by $97 million, or 29% for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. Excluding the positive impacts from the Merger, net of divestments, of approximately $75 million, the positive currency impacts of approximately $7 million, the remaining variation in Adjusted EBIT for the three months ended September 30, 2025 was an increase of approximately $15 million, or 4%, mainly reflecting synergy benefits from the Merger and favorable operating cost performance of 12%, partly offset by unfavorable volumes of approximately 7% and unfavorable price/mix impacts of approximately 1%.

Global Rigid Packaging Solutions Segment.

						Three Months Ended September 30,
($ in millions)						2025						2024
Net sales						$	2,488					$	801
Adjusted EBIT						295						62
Adjusted EBIT as a percentage of net sales						11.9		%				7.7		%

Net sales increased by $1,687 million, or 211%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. Excluding the increase of sales from the Merger, net of divestments, of approximately $1,719 million , the positive currency impacts of approximately $49 million, and the negative impacts from the pass-through of lower raw material costs of approximately $45 million, the remaining variation in net sales for the three months ended September 30, 2025 was a decrease of approximately $36 million, or 4%, reflecting unfavorable sales volumes of approximately 5%, partially offset by favorable price/mix impacts of approximately 1%.

Adjusted EBIT increased by $233 million, or 377%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. Excluding the positive impacts from the Merger, net of divestments, of approximately $240 million and the positive currency impacts of approximately $9 million, the remaining variation in Adjusted EBIT for the three months ended September 30, 2025 was a decrease of approximately $16 million, or 26%, reflecting the net negative effect of 28% from unfavorable volumes, an unfavorable price/mix impact on earnings of approximately 23%, partially offset by synergy benefits from the Merger and cost performance impacts of approximately 25%.

Consolidated Gross Profit

						Three Months Ended September 30,
($ in millions)						2025						2024
Gross profit						$	1,124					$	659
Gross profit as a percentage of net sales						19.6		%				19.7		%

Gross profit increased by $465 million, or 71%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase was primarily driven by the Merger and synergies. Gross profit as a percentage of sales of 19.6% remained stable as of September 30, 2025, compared to September 30, 2024.

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

						Three Months Ended September 30,
($ in millions)						2025						2024
SG&A expenses						$	(435)					$	(276)
SG&A expenses as a percentage of net sales						(7.6		%)				(8.2		%)

SG&A expenses increased by $159 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase was primarily driven by the Merger.

Consolidated Amortization of Acquired Intangible Assets

						Three Months Ended September 30,
($ in millions)						2025						2024
Amortization of acquired intangible assets						$	(133)					$	(39)
Amortization of acquired intangible assets as a percentage of net sales						(2.3)		%				(1.2)		%

Amortization of acquired intangible assets increased by $94 million, or 241%, in the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase was primarily driven by the additional intangible assets acquired in the Merger.

Consolidated Research and Development Expenses

						Three Months Ended September 30,
($ in millions)						2025						2024
Research and development expenses						$	(46)					$	(28)
Research and development expenses as a percentage of net sales						(0.8)		%				(0.8)		%

Research and development expenses increased by $18 million, or 64%, in the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase was primarily driven by the Merger.

Consolidated Restructuring, Transaction and Integration Expenses, Net

						Three Months Ended September 30,
($ in millions)						2025						2024
Restructuring, transaction and integration expenses, net						$	(75)					$	(6)
Restructuring, transaction and integration expenses, net as a percentage of net sales						(1.3		%)				(0.2		%)

Restructuring, transaction and integration expenses, net increased by $69 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The change was a result of transaction costs of $22 million, incurred in connection with the Merger and an increase in restructuring, integration, and related expenses, net, of $53 million.

Consolidated Other Income, Net

						Three Months Ended September 30,
($ in millions)						2025						2024
Other income, net						$	26					$	2
Other income, net as a percentage of net sales						0.5		%				0.1		%

Other income, net changed by $24 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The change was primarily driven by asset disposal impacts and indirect tax benefits, partially offset by the impact of highly inflationary accounting for subsidiaries in Argentina.

Consolidated Interest Income

						Three Months Ended September 30,
($ in millions)						2025						2024
Interest income						$	15					$	11
Interest income as a percentage of net sales						0.3		%				0.3		%

Interest income increased by $4 million in the three months ended September 30, 2025, compared to the three months ended September 30, 2024, driven by interest on higher cash balances.

Consolidated Interest Expense

						Three Months Ended September 30,
($ in millions)						2025						2024
Interest expense						$	(168)					$	(86)
Interest expense as a percentage of net sales						(2.9)		%				(2.6)		%

Interest expense increased by $82 million in the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily driven by the additional debt issued and assumed in the Merger.

Consolidated Income Tax Expense

						Three Months Ended September 30,
($ in millions)						2025						2024
Income tax expense						$	(49)					$	(43)
Effective income tax rate						15.9		%				18.2		%

Income tax expense increased by $6 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to differences in non-deductible expenditure, and discrete events between the periods.

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 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 months ended September 30, 2025, and 2024 is as follows:

												Three Months Ended September 30,
($ in millions)																		2025						2024
Net income attributable to Amcor plc, as reported																		$	262					$	191
Add: Net income attributable to non-controlling interests																		—						2
Net income																		262						193
Add: Income tax expense																		49						43
Add: Interest expense																		168						86
Less: Interest income																		(15)						(11)
EBIT																		464						311
Add: Amortization of acquired intangible assets from business combinations (1)																		133						39
Add: Impact of hyperinflation (2)																		11						2
Add: Transaction costs (3)																		22						—
Add: Restructuring, integration and related expenses, net (4)																		53						6
Add: Other (5)																		4						7
Adjusted EBIT																		$	687					$	365
Less: Interest expense																		(168)						(86)
Add: Adjustments to interest expense (6)																		13						—
Less: Income tax expense																		(49)						(43)
Less: Adjustments to income tax expense (7)																		(50)						(11)
Add: Interest income																		15						11
Less: Net income attributable to non-controlling interests																		—						(2)
Adjusted net income																		$	448					$	234

(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 includes incremental costs related to the Merger. Refer to Note 4 "Restructuring, Transaction, and Integration Expenses, Net."

(4)For the three months ended September 30, 2025, Restructuring, integration and related expenses, net, primarily includes costs incurred in connection with the Berry Plan. For the three months ended September 30, 2024, Restructuring, integration and related expenses, net includes expenses relating to 2023 Restructuring Plan. Refer to Note 5 - "Restructuring" for further information.

(5)For the three months ended September 30, 2025, Other primarily relates to legal matters. For the three months ended September 30, 2024, Other primarily relates to an impairment charge of $4 million (refer to Note 8 - "Fair Value Measurements"), and fair value movements on economic hedges.

(6)Adjustments to interest expense includes amortization of the fair value adjustment to debt acquired in connection with the Merger.

(7)Net tax impact on items (1) through (6) above.

Reconciliation of Net Debt

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

($ in millions)						September 30, 2025						June 30, 2025
Current portion of long-term debt (1)						$	1,915					$	141
Short-term debt						89						116
Long-term debt, less current portion						12,820						13,841
Total debt						14,824						14,098
Less cash and cash equivalents						(825)						(827)
Net debt						$	13,999					$	13,271

(1) Refer to our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, Note 14 "Debt", 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 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.

• $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.

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

• €500 million, 3.950% Guaranteed Senior Notes due 2032 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

Note Guaranteed by the Obligor Group 2 companies (as defined below):

• $1,525 million, 1.570% First Priority Senior Secured Notes due January 2026 of Berry Global, Inc.

Notes Guaranteed by the Obligor Group 3 companies (as defined below):

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

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

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

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

The table below summarizes the composition of Obligor Groups:

Entity			Incorporated in			Obligor Group 1			Obligor Group 2			Obligor Group 3
Amcor Plc (ultimate parent entity)			Jersey			x			x			x
Subsidiary guarantors:
Amcor Flexibles North America			Missouri, USA			x						x
Amcor UK			United Kingdom			x						x
AFUI			Delaware, USA			x						x
AGF			United Kingdom			x						x
Berry Global			Delaware, USA			x			x			x
Berry Global Group, Inc.			Delaware, USA			x			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 will be 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 will be unsecured and unsubordinated obligations of the guarantors and will 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, 2 and 3:

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)

Three Months Ended September 30, 2025						Obligor Group 1						Obligor Group 2						Obligor Group 3
Net sales - external						$	441					$	202					$	441
Net sales - to subsidiaries outside the Obligor Group						2						—						2
Total net sales						$	443					$	202					$	443
Gross profit						100						42						100
Net income (1)						$	183					$	152					$	183
Net income attributable to non-controlling interests						—						—						—
Net income attributable to Obligor Group						$	183					$	152					$	183

(1) Includes income from Amcor entities from outside each Obligor Group, mainly attributable to intercompany interest income.

Balance Sheets for Obligor Group

($ in millions)

As of September 30, 2025						Obligor Group 1						Obligor Group 2						Obligor Group 3
Assets
Current assets - external						$	2,780					$	226					$	2,780
Current assets - due from subsidiaries outside the Obligor Group						141						—						141
Total current assets						2,921						226						2,921
Non-current assets - external						3,183						1,773						3,183
Non-current assets - due from subsidiaries outside the Obligor Group						11,981						1,087						11,981
Total non-current assets						15,164						2,860			—			15,164
Total assets						$	18,085					$	3,086					$	18,085
Liabilities
Current liabilities - external						$	4,642					$	3,031					$	4,642
Current liabilities - due to subsidiaries outside the Obligor Group						18						—						18
Total current liabilities						4,660						3,031						4,660
Non-current liabilities - external						15,490						5,809						15,490
Non-current liabilities - due to subsidiaries outside the Obligor Group (1)						8,016						1,560						6,976
Total non-current liabilities						23,506						7,369						22,466
Total liabilities						$	28,166					$	10,400					$	27,126

As of June 30, 2025						Obligor Group 1						Obligor Group 2						Obligor Group 3
Assets
Current assets - external						$	2,620					$	274					$	2,620
Current assets - due from subsidiaries outside the Obligor Group						212						—						212
Total current assets						2,832						274						2,832
Non-current assets - external						3,187						1,784						3,187
Non-current assets - due from subsidiaries outside the Obligor Group						11,806						1,134						11,806
Total non-current assets						14,993						2,918						14,993
Total assets						$	17,825					$	3,192					$	17,825
Liabilities
Current liabilities - external						$	4,534					$	2,478					$	4,534
Current liabilities - due to subsidiaries outside the Obligor Group						35						—						35
Total current liabilities						4,569						2,478						4,569
Non-current liabilities - external						15,154						6,199						15,154
Non-current liabilities - due to subsidiaries outside the Obligor Group (1)						8,094						1,703						7,060
Total non-current liabilities						23,248						7,902						22,214
Total liabilities						$	27,817					$	10,380					$	26,783

(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 September 30, 2025, 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

						Three Months Ended September 30,
($ in millions)						2025						2024
Net cash used in operating activities						$	(133)					$	(269)
Net cash used in investing activities						(226)						(155)
Net cash provided by financing activities						358						237

Cash Flow Overview

Net Cash Used in Operating Activities

Net cash used in operating activities decreased by $136 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The change is primarily driven by higher net income, adjusted for non-cash items, in the current period, 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 $71 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The change is primarily driven by higher net purchases of property, plant, and equipment in the current period, primarily driven by the Merger.

Net Cash Provided by Financing Activities

Net cash provided by financing activities increased by $121 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The change is primarily driven by higher net borrowings of commercial paper in the current period, partially offset by higher dividends paid, and higher dividend per share paid for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. These changes were primarily driven by the Merger.

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.

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 September 30, 2025, we were in compliance with all applicable covenants under our bank debt facilities.

Our net debt as of September 30, 2025, and June 30, 2025, was $14.0 billion and $13.3 billion, respectively.

Debt Facilities

As of September 30, 2025, the revolving senior bank debt facility had an aggregate limit of $3.75 billion, of which $2.44 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 $0.1275 cash dividend per ordinary share during the three months ended September 30, 2025.

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 three months ended September 30, 2025, 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 $43 million for the purchase of our shares in the open market during the three months ended September 30, 2025, and 2024, respectively, as treasury shares to satisfy the vesting and exercises of share-based compensation awards. As of September 30, 2025, and June 30, 2025, we held treasury shares at a cost of $35 million and $6 million, respectively, representing approximately 3.6 million and 0.5 million shares, respectively.