Item 1. Financial Statements (unaudited)

145K characters. Original on sec.gov · Markdown

Item 1. Financial Statements (unaudited)

Amcor plc and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)


	Three Months Ended December 31,				Six Months Ended December 31,
($ in millions, except per share data)	2025		2024		2025		2024
Net sales	$	5,449	$	3,241	$	11,194	$	6,594
Cost of sales	(4,410)		(2,615)		(9,031)		(5,309)

Gross profit	1,039		626		2,163		1,285


Selling, general, and administrative expenses	(440)		(255)		(875)		(531)
Amortization of acquired intangible assets	(144)		(40)		(277)		(79)
Research and development expenses	(38)		(27)		(84)		(55)
Restructuring, transaction and integration expenses, net	(118)		(33)		(193)		(39)
Other income, net	32		26		58		28

Operating income	331		297		792		609

Interest income	15		9		30		20
Interest expense	(169)		(81)		(337)		(167)
Other non-operating income/(expenses), net	1		(1)		2		(2)

Income before income taxes and equity in income of affiliated companies	178		224		487		460

Income tax expense	(3)		(58)		(52)		(101)
Equity in income of affiliated companies, net of tax	2		1		4		1

Net income	$	177	$	167	$	439	$	360

Net income attributable to non-controlling interests	—		(4)		—		(6)

Net income attributable to Amcor plc	$	177	$	163	$	439	$	354

Basic earnings per share:	$	0.38	$	0.57	$	0.95	$	1.22




Diluted earnings per share:	$	0.38	$	0.56	$	0.95	$	1.22

Note: Per share amounts may not add due to rounding. All periods presented have been retroactively adjusted to reflect the 1-for-5 reverse stock split effected on January 14, 2026. See Note 1, "Nature of Operations and Basis of Presentation" for further information. See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended December 31,				Six Months Ended December 31,
($ in millions)	2025		2024		2025		2024
Net income	$	177	$	167	$	439	$	360
Other comprehensive income/(loss):
Net gains on cash flow hedges, net of tax (a)	5		3		8		4
Foreign currency translation adjustments, net of tax (b)	31		(106)		27		(105)
Net investment hedge of foreign operations, net of tax (c)	(2)		—		18		—
Excluded components of fair value hedges	6		(22)		12		(11)
Pension, net of tax (d)	2		(3)		3		(2)
Other comprehensive income/(loss)	42		(128)		68		(114)
Total comprehensive income	219		39		507		246
Comprehensive income attributable to non-controlling interests	—		(4)		—		(6)
Comprehensive income attributable to Amcor plc	$	219	$	35	$	507	$	240

(a) Tax expense related to cash flow hedges	$	(1)	$	—	$	(2)	$	(1)
(b) Tax benefit/(expense) related to foreign currency translation adjustments	$	—	$	(4)	$	1	$	(3)
(c) Tax expense related to net investment hedge of foreign operations	$	—	$	—	$	(7)	$	—
(d) Tax benefit/(expense) related to pension adjustments	$	(1)	$	1	$	(1)	$	1

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)	December 31, 2025		June 30, 2025
Assets
Current assets:
Cash and cash equivalents	$	1,057	$	827
Trade receivables, net of allowance for credit losses of $46 and $34, respectively	3,161		3,426
Inventories, net:
Raw materials and supplies	1,382		1,394
Work in process and finished goods	2,099		2,077
Prepaid expenses and other current assets	859		710

Total current assets	8,558		8,434
Non-current assets:

Property, plant, and equipment, net	7,766		8,202
Operating lease assets	1,094		1,116
Deferred tax assets	259		218
Other intangible assets, net	7,011		7,403
Goodwill	11,889		11,276
Employee benefit assets	69		60
Other non-current assets	400		357
Total non-current assets	28,488		28,632
Total assets	$	37,046	$	37,066
Liabilities
Current liabilities:
Current portion of long-term debt	$	436	$	141
Short-term debt	83		116
Trade payables	3,045		3,490
Accrued employee costs	477		619
Other current liabilities	2,537		2,621

Total current liabilities	6,578		6,987
Non-current liabilities:
Long-term debt, less current portion	14,619		13,841
Operating lease liabilities	881		910
Deferred tax liabilities	2,229		2,482
Employee benefit obligations	323		352
Other non-current liabilities	769		754
Total non-current liabilities	18,821		18,339
Total liabilities	$	25,399	$	25,326

Commitments and contingencies (See Note 16)

Shareholders' Equity
Amcor plc shareholders’ equity:
Ordinary shares ($0.05 par value)
Authorized (1,800.0 million shares)
Issued (462.1 and 461.1 million shares, respectively)	$	23	$	23
Additional paid-in capital	12,230		12,226
Retained earnings	393		548
Accumulated other comprehensive loss	(995)		(1,063)
Treasury shares (0.2 and 0.1 million shares, respectively)	(15)		(6)
Total Amcor plc shareholders' equity	11,636		11,728
Non-controlling interests	11		12
Total shareholders' equity	11,647		11,740
Total liabilities and shareholders' equity	$	37,046	$	37,066

All periods presented have been retroactively adjusted to reflect the 1-for-5 reverse stock split effected on January 14, 2026. See Note 1, "Nature of Operations and Basis of Presentation" for further information. See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended December 31,
($ in millions)	2025		2024
Cash flows from operating activities:
Net income	$	439	$	360
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and impairment	737		267
Net periodic benefit cost	10		9
Amortization of debt discount and other deferred financing costs	33		7

Net gain on disposal of property, plant, and equipment	(25)		—
Net gain on disposal of businesses	—		(8)
Equity in income of affiliated companies	(4)		(1)
Net foreign exchange loss	2		—
Share-based compensation	32		18
Other, net	10		20
Loss from highly inflationary accounting for Argentine subsidiaries	21		17
Deferred income taxes, net	(124)		(27)

Changes in operating assets and liabilities, excluding effect of acquisitions, divestitures, and currency	(761)		(503)
Net cash provided by operating activities	370		159
Cash flows from investing activities:


Business acquisitions	(18)		(11)
Purchase of property, plant, and equipment, and other intangible assets	(459)		(243)
Proceeds from divestitures, net of cash divested	—		113
Proceeds from sales of property, plant, and equipment, and other intangible assets	36		7
Net cash used in investing activities	(441)		(134)
Cash flows from financing activities:
Proceeds from exercise of options	—		14

Purchase of treasury shares and tax withholdings for share-based incentive plans	(58)		(52)


Proceeds from issuance of long-term debt	1,728		2
Repayment of long-term debt	(13)		(2)
Financing-related transaction fees	—		(11)
Net borrowing/(repayment) of commercial paper	(711)		287
Net repayment of short-term debt	(49)		(9)
Repayment of lease liabilities	(12)		(6)

Dividends paid	(594)		(366)

Net cash provided by/(used in) financing activities	291		(143)

Effect of exchange rates on cash and cash equivalents	10		(25)


Net increase/(decrease) in cash and cash equivalents	230		(143)
Cash and cash equivalents balance at beginning of year	827		588

Cash and cash equivalents balance at end of period	$	1,057	$	445


Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	293	$	140
Income taxes paid	$	191	$	127

Supplemental non-cash disclosures relating to investing and financing activities:
Purchase of property, plant, and equipment, accrued but unpaid	$	107	$	68
Contingent purchase considerations related to acquired businesses, accrued but not paid	$	7	$	15

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Statements of Equity

(Unaudited)


($ in millions, except per share data)	Ordinary Shares		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Shares		Non-controlling Interests		Total
Balance as of September 30, 2024	$	14	$	4,030	$	890	$	(1,006)	$	(9)	$	74	$	3,993
Net income					163						4		167
Other comprehensive loss							(128)				—		(128)

Dividends declared ($0.6375 per share)					(184)						(2)		(186)
Options exercised and shares vested, and related tax withholdings			(2)						3				1
Net settlement of forward contracts to purchase own equity for share-based incentive plans, net of tax			4										4
Purchase of treasury shares									(4)				(4)

Share-based compensation expense			13										13
Change in non-controlling interests			—								(69)		(69)

Balance as of December 31, 2024	$	14	$	4,045	$	869	$	(1,134)	$	(10)	$	7	$	3,791

Balance as of June 30, 2024	$	14	$	4,019	$	879	$	(1,020)	$	(11)	$	72	$	3,953
Net income					354						6		360
Other comprehensive loss							(114)				—		(114)

Dividends declared ($1.2625 per share)					(364)						(2)		(366)
Options exercised and shares vested, and related tax withholdings			(39)						48				9
Net settlement of forward contracts to purchase own equity for share-based incentive plans, net of tax			47										47
Purchase of treasury shares									(47)				(47)

Share-based compensation expense			18										18
Change in non-controlling interests			—								(69)		(69)

Balance as of December 31, 2024	$	14	$	4,045	$	869	$	(1,134)	$	(10)	$	7	$	3,791

Balance as of September 30, 2025	$	23	$	12,251	$	516	$	(1,037)	$	(35)	$	12	$	11,730
Net income					177						—		177
Other comprehensive income							42				—		42

Issuance of shares for share-based awards			17						(17)				—
Dividends declared ($0.65 per share)					(300)						—		(300)
Options exercised and shares vested, and related tax withholdings			(60)						37				(23)


Share-based compensation expense			22										22
Change in non-controlling interests											(1)		(1)

Balance as of December 31, 2025	$	23	$	12,230	$	393	$	(995)	$	(15)	$	11	$	11,647

Balance as of June 30, 2025	$	23	$	12,226	$	548	$	(1,063)	$	(6)	$	12	$	11,740
Net income					439						—		439
Other comprehensive income							68				—		68

Issuance of shares for share-based awards	—		42						(42)				—
Dividends declared ($1.2875 per share)					(594)						—		(594)
Options exercised and shares vested, and related tax withholdings			(92)						55				(37)
Net settlement of forward contracts to purchase own equity for share-based incentive plans, net of tax			22										22
Purchase of treasury shares									(22)				(22)
Share-based compensation expense			32										32
Change in non-controlling interests											(1)		(1)


Balance as of December 31, 2025	$	23	$	12,230	$	393	$	(995)	$	(15)	$	11	$	11,647

Amcor plc and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Note 1 - Nature of Operations and Basis of Presentation

Amcor plc ("Amcor" or the "Company") is a public limited company incorporated under the Laws of the Bailiwick of Jersey. The Company's history dates back more than 150 years, with origins in both Australia and the United States of America. On April 30, 2025, the Company completed its acquisition (the "Merger") of Berry Global Group, Inc ("Berry"). The combination of Amcor and Berry has created the global leader in consumer packaging and dispensing solutions for healthcare, beauty and wellness and nutrition, that employs approximately 77,000 people and has more than 400 manufacturing facilities in more than 40 countries. See Note 3, "Acquisitions and Disposals" for more information on the Berry acquisition.

Today, we are the global leader in developing and producing responsible consumer packaging and dispensing 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 functional and appealing for our customers and their consumers. We are guided by our purpose of elevating customers, shaping lives and protecting the future.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information. Consistent with these requirements, this Form 10-Q does not include all the information required by U.S. GAAP for complete financial statements. Further, the year-end condensed consolidated balance sheet data as of June 30, 2025, was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. It is management's opinion, however, that all material and recurring adjustments have been made that are necessary for a fair statement of the Company's interim financial position, results of operations, and cash flows. In the second quarter of fiscal year 2026, the Company recorded out of period adjustments that increased cost of sales by $3 million, sales, general and administrative expense by $2 million and restructuring, transaction and integration expenses, net by $15 million with corresponding reductions in inventory of $12 million and other current assets of $8 million, which adjustments should have been recognized over the past 13 quarters related primarily to inventory discrepancies in our Asia operations. The Company evaluated the impact of the adjustments and concluded they are not material, individually and in the aggregate, to the current or any prior period financial statements. This Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

There have been no material changes to the accounting policies followed by the Company during the current fiscal year to date. The Company reclassified prior year comparatives in the unaudited condensed consolidated statements of income to conform to the current year's presentation which provides a standalone line item for the amortization expense on the Company's intangible assets. The Company has certain U.S. and foreign subsidiaries that report on a 5-4-4 calendar or 52-week fiscal year, all of which were acquired as part of the Merger completed on April 30, 2025, and which the Company consolidates into its respective fiscal period. The difference in period end for these foreign and U.S. subsidiaries has been determined to not be material. Certain amounts in the Company's notes to unaudited condensed consolidated financial statements may not add or 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. Any resulting fractional shares were settled in cash. All share and per share amounts for all periods presented in the accompanying unaudited condensed consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the Reverse Split.

Note 2 - New Accounting Guidance

Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07 that adds new reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit or loss. The ASU became effective for the Company beginning with its fiscal year ending June 30, 2025, and interim periods beginning with the first quarter of fiscal year 2026. The Company adopted ASU 2023-07 in fiscal year 2025, which modified our annual disclosures and our interim disclosures in fiscal year 2026. See Note 14, "Segments."

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09 that adds new income tax disclosure requirements, primarily related to existing income tax rate reconciliation and income taxes paid information. The standard's amendments are effective for the Company for annual periods beginning July 1, 2025, with early adoption permitted, and can be applied either prospectively or retrospectively. The Company will provide the required disclosures on a prospective basis in its Annual Report on Form 10-K for the year ended June 30, 2026, and the adoption of ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 that requires companies to disclose disaggregated information about certain income statement expense line items. The ASU becomes effective for the Company for annual periods beginning July 1, 2027, and interim reporting periods beginning with the first quarter of fiscal year 2029, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on its disclosures.

In September 2025, the FASB issued ASU 2025-06 to modernize the guidance for accounting for software costs by aligning the accounting with how software is developed today. The ASU becomes effective for the Company for annual and interim periods beginning July 1, 2028, with early adoption permitted, and can be applied either prospectively, retrospectively, or utilizing a modified transition approach. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-10 to establish authoritative guidance on the accounting for government grants received by business entities. The ASU becomes effective for the Company for annual periods beginning on July 1, 2029, with early adoption permitted. The guidance can be applied on a modified prospective basis, a modified retrospective basis, or a retrospective basis. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and disclosures.

The Company considers the applicability and impact of all ASUs issued by the FASB. The Company determined at this time that all other ASUs not yet adopted are either not applicable or are expected to have minimal impact on the Company's consolidated financial statements.

Note 3 - Acquisitions and Disposals

Fiscal Year 2026 - Acquisition

On August 29, 2025, the Company completed the acquisition of 100% equity interest in a Brazilian entity manufacturing rigid packaging. The purchase consideration amounted to $17 million. The acquisition is part of the Company's Global Rigid Packaging Solutions reportable segment and has resulted in the recognition of acquired identifiable net assets of $16 million and goodwill of $1 million. Goodwill is not deductible for tax purposes. The fair values of the identifiable net assets acquired and goodwill are based on the Company's best estimate as of December 31, 2025, and are considered preliminary. The fair value estimates for the acquisition were based on market and cost valuation methods. The Company aims to complete the purchase price allocation as soon as practicable but no later than one year from the date of the acquisition.

Pro forma information related to the acquisition has not been presented, as the effect of the acquisition on the Company's condensed consolidated financial statements was not material.

Fiscal Year 2025 - Acquisition of Berry Global Group, Inc.

On November 19, 2024, Amcor plc, 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”).

On April 30, 2025, the Company completed the Merger with Berry, a global leader in innovative packaging solutions based in the United States, acquiring 100 percent of their equity. Pursuant to the Merger Agreement, the purchase consideration of $10.4 billion was based on the conversion of each outstanding share of Berry common stock issued (excluding shares held by Berry as treasury stock immediately prior to Merger) to 7.25 Amcor ordinary shares (and, if applicable, cash in lieu of fractional shares), fair value of converted vested Berry share-based awards at closing, fair value of converted unvested share-based awards attributable to pre-combination service, and debt required to be paid off at transaction close. In addition to the purchase consideration below, approximately $5.2 billion of debt was assumed by Amcor.

The following table summarizes the fair value of consideration exchanged:


($ in millions, except price per share)
Berry shares outstanding at April 30, 2025 (in millions)	117
Share Exchange Ratio (1)	7.25
Price per Share (Based on Amcor’s closing share price on April 30, 2025) (1)	$	9.33
Total equity consideration issued to legacy Berry shareholders	$	7,897
Issuance of replacement equity awards	$	310
Repayment of outstanding Berry indebtedness upon consummation of Merger	$	2,190
Total consideration	$	10,397

(1)The share exchange ratio and price per share have not been adjusted for the Reverse Split.

The Merger with Berry positions the Company as a global leader in consumer packaging and dispensing solutions for healthcare, beauty and wellness and nutrition with a comprehensive global footprint in flexible and rigid packaging solutions and greater scale in the key regions of North America, Latin America, Asia Pacific and Europe, along with industry-leading research and development capabilities.

The Merger with Berry was accounted for as a business combination in accordance with ASC 805, "Business Combinations," with Amcor management determining that Amcor is the accounting acquirer in the Merger. The purchase consideration was required to be allocated to the estimated fair values of identifiable assets acquired and liabilities assumed in the transaction.

The following table summarizes the preliminary purchase allocation of the assets acquired and liabilities assumed on the acquisition date and the measurement period adjustments made through December 31, 2025.


($ in millions)	Purchase Price Allocation as per June 30, 2025		Measurement Period Adjustments		Revised Preliminary Purchase Price Allocation
Cash and cash equivalents	$	555	$	—	$	555
Trade receivables	1,313		(29)		1,284
Inventories	1,543		(38)		1,505
Prepaid expenses and other current assets	159		(7)		152
Property, plant, and equipment	4,310		(466)		3,844
Operating lease assets	589		4		593
Deferred tax assets	39		—		39
Other intangible assets	6,231		(111)		6,120
Employee benefit assets	31		—		31
Other non-current assets	19		(1)		18
Total identifiable assets acquired	$	14,789			$	14,141

Current portion of long-term debt	$	859	$	—	$	859
Short term debt	1		—		1
Trade payables	624		1		625
Accrued employee costs	156		4		160
Other current liabilities	990		53		1,043
Non-current operating lease liabilities	474		4		478
Long-term debt, less current portion	4,362		3		4,365
Deferred tax liabilities	2,022		(176)		1,846
Employee benefit obligations	154		—		154
Other non-current liabilities	604		35		639
Total liabilities assumed	$	10,246			$	10,170
Net identifiable assets acquired	$	4,543			$	3,971
Fair value of non-controlling interest	(5)		(1)		$	(6)
Goodwill	5,859		573		6,432
Net assets acquired	$	10,397			$	10,397

The following table details the preliminary identifiable intangible assets acquired from Berry, their fair values and estimated useful lives:


($ in millions)	Fair Value ($ in millions)		Weighted-average Estimated Useful Life (Years)
Customer relationships	$	5,640	16
Technology	326		8
Other	154		10
Total other intangible assets	$	6,120

The purchase price allocation is preliminary in nature and subject to adjustments, which could be material. The Company is still evaluating the fair value of acquired property, plant and equipment, intangible assets and certain income tax related items in addition to ensuring all other assets and liabilities and contingencies have been identified and recorded. Any necessary adjustments will be finalized within one year from the date of acquisition. The preliminary allocation of the purchase price resulted in $1,751 million of goodwill for the Global Flexible Packaging Solutions Segment and $4,681 million of goodwill for the Global Rigid Packaging Solutions Segment, which is not tax deductible. The goodwill on acquisition

represents the future economic benefit expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and non-contractual relationships, as well as expected future synergies.

The fair value measurement of tangible and intangible assets and liabilities was based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. Level 3 fair market values were determined using a variety of information, including estimated future cash flows, appraisals and market comparables. The preliminary fair value of customer relationships was determined using an income approach methodology, specifically the multi-period excess earnings method. Key assumptions used in estimating future cash flows included revenue growth rates, long-term growth rates, projected earnings before interest, tax, depreciation and amortization ("EBITDA"), income tax rates, discount rates, and customer attrition rates.

Fiscal year 2025 - Disposals

On November 25, 2024, the Company completed the sale of a non-core business in France in the Global Flexible Packaging Solutions reportable segment, recording a pre-tax net loss on sale of $7 million which includes a $4 million impairment charge recorded in the first quarter of fiscal year 2025. The loss has been recorded as other income, net, within the unaudited condensed consolidated statements of income.

On December 27, 2024, the Company completed the sale of its 50% equity interest in the Bericap North America closures business ("Bericap"), which was fully consolidated under the Global Rigid Packaging Solutions reportable segment, for cash consideration of $123 million. The sale resulted in a pre-tax net gain of $15 million which was recorded as other income, net, within the unaudited condensed consolidated statements of income. The proceeds from the sale were used to reduce the Company's debt.

Note 4 - Restructuring, Transaction, and Integration Expenses, Net

Restructuring, transaction and integration expenses, net, as reported on the unaudited condensed consolidated statements of income are summarized as follows:


	Three Months Ended December 31,				Six Months Ended December 31,
($ in millions)	2025		2024		2025		2024
Transaction costs	$	(6)	$	(10)	$	(28)	$	(10)
Restructuring, integration and related expenses, net (1)	(112)		(23)		(165)		(29)

Restructuring, transaction, and integration expenses, net	$	(118)	$	(33)	$	(193)	$	(39)

(1)Includes restructuring and related expenses of $90 million and $135 million for the three and six months ended December 31, 2025, and integration costs of $22 million and $30 million for the three and six months ended December 31, 2025, respectively. Includes restructuring and related expenses of $23 million and $29 million for the three and six months ended December 31, 2024.

Transaction costs include advisory services, financing-related, legal, and other costs associated with the Merger. Refer to Note 3, "Acquisitions and Disposals."

Refer to Note 5, "Restructuring" for information on restructuring, integration and other related expenses, net.

Note 5 - Restructuring

Restructuring and related expenses, net, were $90 million and $23 million during the three months ended December 31, 2025, and 2024, respectively, and $135 million and $29 million during the six months ended December 31, 2025, and 2024, respectively. The net expenses related to restructuring activities have been presented on the unaudited condensed consolidated statements of income as part of restructuring, transaction and integration expenses, net. The Company's restructuring activities for the three and six months ended December 31, 2025, were primarily comprised of restructuring activities related to the Berry Plan (as defined below). In the six months ended December 31, 2024, the Company's restructuring activities primarily related to the 2023 Restructuring Plan (as described in footnote 2 in the Consolidated Restructuring Plans table below).

Restructuring related expenses are directly attributable to restructuring activities; however, they do not qualify for special accounting treatment as exit or disposal activities. The Company believes the disclosure of restructuring related costs provides more complete information on its restructuring activities.

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 total Berry Plan pre-tax cash cost is estimated at $280 million, net, including restructuring activities and general integration expenses. As of December 31, 2025, the Company has initiated restructuring projects with an expected net cost of approximately $285 million, of which $132 million relates to employee related expenses, $46 million to fixed asset related expenses (net of expected gains on asset disposals), $58 million to other restructuring expenses, and $49 million to restructuring related expenses. In addition, the Company expects to spend approximately $110 million on general integration costs. The Company estimates that restructuring and general integration activities initiated to date will result in net cash expenditures of approximately $260 million. The Berry Plan relates to both reportable segments and Corporate and is expected to be completed by the end of fiscal year 2028.

In the three months ended December 31, 2025, the Company incurred $48 million in employee related expenses, $7 million in fixed asset related expenses, $5 million in other restructuring, and $24 million in restructuring related expenses, with $60 million incurred in the Global Flexible Packaging Solutions reportable segment and $19 million incurred in the Global Rigid Packaging Solutions reportable segment, and $5 million incurred in Corporate. Restructuring related expenses in the three months ended December 31, 2025, include inventory discrepancies of $15 million, including errors from prior periods, tied to manufacturing inefficiencies and other management issues which supported the decision to close three facilities in Asia and other costs, including start-up costs after relocation of equipment. Net cash outflows for restructuring and related expenses for the three months ended December 31, 2025, were approximately $32 million. Net cash expenditures of approximately $150 million to $160 million are expected for the balance of the fiscal year for restructuring and general integration activities, with $120 million to $130 million representing payments for restructuring and related expenses.

From the initiation of the Berry Plan through December 31, 2025, the Company has incurred $110 million in employee related expenses, $8 million in other restructuring and $26 million in restructuring related expenses, partially offset by a net gain of $6 million on fixed asset related items, with $83 million incurred in the Global Flexible Packaging Solutions reportable segment, $47 million incurred in the Global Rigid Packaging Solutions reportable segment, and $8 million incurred in Corporate. To date, the Berry Plan has resulted in approximately $36 million of restructuring net cash outflows. The Company has also incurred $63 million in general integration expenses to date, in both reportable segments and Corporate.

Other Restructuring Plans

The Company has entered into other individually immaterial restructuring plans ("Other Restructuring Plans"). Expenses incurred on such programs are primarily costs to move equipment and other costs.

Consolidated Restructuring Plans

The total restructuring and related costs incurred in the first and second quarters of fiscal years 2025 and 2026 are as follows:


($ in millions)	Berry Plan (1)	2023 Restructuring Plan (2)	Other Restructuring Plans (3)	Total Restructuring and Related Expenses

Fiscal year 2025, first quarter	—	6	—	6
Fiscal year 2025, second quarter	—	21	2	23
Fiscal year 2026, first quarter	40	—	5	45
Fiscal year 2026, second quarter	84	—	6	90

(1)Includes restructuring related expenses of $2 million and $24 million for the first quarter of fiscal year 2026, and second quarter of fiscal year 2026, respectively.

(2)The 2023 Restructuring Plan was announced on February 7, 2023, and relates to the Company’s various cost saving initiatives to partly offset divested earnings from the three manufacturing facilities in Russia that were sold in fiscal year 2023. This plan was completed at the end of calendar year 2025 and included restructuring related expenses of $2 million and $1 million for the first quarter of fiscal year 2025, and the second quarter of fiscal year 2025, respectively.

(3)Includes restructuring related costs of $1 million, $2 million, and $4 million for the second quarter of fiscal year 2025, first quarter of fiscal year 2026, and second quarter of fiscal year 2026, respectively.

An analysis of the restructuring charges by type incurred is as follows:


	Three Months Ended December 31,				Six Months Ended December 31,
($ in millions)	2025		2024		2025		2024
Employee related expenses	$	49	$	18	$	97	$	18
Fixed asset related expenses/(gains) (1)	7		1		(5)		2
Other expenses	6		2		11		5
Total restructuring expenses, net	$	62	$	21	$	103	$	25

(1) The six months ended December 31, 2025 includes a net gain on disposal of $21 million.

An analysis of the Company's restructuring plan liability, not including restructuring related liabilities, is as follows:


($ in millions)	Employee Costs		Fixed Asset Related Costs		Other Costs		Total Restructuring Costs
Liability balance as of June 30, 2025	$	97	$	—	$	8	$	105
Net charges to earnings	97		16		11		124

Cash paid	(54)		(2)		(9)		(65)
Non-cash and other	(1)		(14)		(1)		(16)

Liability balance as of December 31, 2025	$	139	$	—	$	9	$	148

The majority of the accruals related to restructuring activities have been recorded on the unaudited condensed consolidated balance sheets under other current liabilities.

Note 6 - Supply Chain Financing Arrangements

The Company facilitates several regional voluntary supply chain financing ("SCF") programs with financial institutions, all of which have similar characteristics. The Company establishes these SCF programs to provide its suppliers with a potential source of liquidity and to enable a more efficient payment process. Under these SCF programs, qualifying suppliers may elect, but are not obligated, to sell their receivables due from the Company to these financial institutions in advance of the agreed payment due date. The Company is not involved in negotiations between the suppliers and the financial institutions, and its rights and obligations to its suppliers are not impacted by its suppliers’ decisions to sell amounts to the financial institutions. Under these SCF programs, the Company agrees to pay the financial institution the stated invoice amounts from its participating suppliers on the original maturity dates of the invoices. The range of payment terms negotiated with suppliers under these arrangements are consistent with industry norms and short-term in nature, regardless of whether a supplier participates in the program. The Company's SCF programs do not include any guarantees to the financial institutions, or any assets pledged as securities.

All outstanding amounts related to suppliers participating in the SCF programs are reflected in trade payables in the Company’s unaudited condensed consolidated balance sheets, and associated payments are included in operating activities within the Company’s unaudited condensed consolidated statements of cash flows. As of December 31, 2025, and June 30, 2025, the amounts due to suppliers participating in the Company’s SCF programs amounted to $0.8 billion and $0.9 billion, respectively.

Note 7 - Goodwill and Other Intangible Assets, Net

Goodwill

Changes in the carrying amount of goodwill attributable to each reportable segment were as follows:


($ in millions)	Global Flexible Packaging Solutions Segment		Global Rigid Packaging Solutions Segment		Total
Balance as of June 30, 2025	$	6,086	$	5,190	$	11,276
Acquisitions and acquisition adjustments (1)	95		479		574

Foreign currency translation	11		28		39
Balance as of December 31, 2025	$	6,192	$	5,697	$	11,889

(1)Acquisitions and acquisition adjustments are detailed in Note 3, "Acquisitions and Disposals".

Goodwill is not amortized but is tested for impairment annually in the fourth quarter of the fiscal year, or during interim periods if events or circumstances arise which indicate that goodwill may be impaired.

Other Intangible Assets, Net

Other intangible assets, net were comprised of the following:


	December 31, 2025
($ in millions)	Gross Carrying Amount		Accumulated Amortization and Impairment (1)		Net Carrying Amount
Customer relationships	$	7,672	$	(1,247)	$	6,425
Computer software	320		(223)		97
Other	823		(334)		489
Total other intangible assets, net	$	8,815	$	(1,804)	$	7,011


	June 30, 2025
($ in millions)	Gross Carrying Amount		Accumulated Amortization and Impairment (1)		Net Carrying Amount
Customer relationships	$	7,530	$	(1,020)	$	6,510
Computer software	316		(214)		102
Other	1,079		(288)		791
Total other intangible assets, net	$	8,925	$	(1,522)	$	7,403

(1)Accumulated amortization and impairment as of December 31, 2025, and June 30, 2025, included $39 million of accumulated impairment in the Other category. In addition, December 31, 2025, and June 30, 2025, included $13 million of accumulated impairment in the computer software category.

Amortization expenses for intangible assets were $150 million and $42 million during the three months ended December 31, 2025, and 2024, respectively and $287 million and $84 million during the six months ended December 31, 2025, and 2024, respectively.

As of December 31, 2025, the purchase price allocation of the Merger remains preliminary (refer to Note 3, "Acquisitions and Disposals" for further information). As a result of measurement period adjustments identified, the revised expected future amortization expense on its intangible assets is as follows:


($ in millions)	Amortization expense
Fiscal year 2026 (1)	$	574
Fiscal year 2027	576
Fiscal year 2028	574
Fiscal year 2029	568
Fiscal year 2030	563

(1)Fiscal year 2026 includes $287 million incurred for the six months ended December 31, 2025, as well as the expected amortization for the remainder of the annual reporting period ended June 30, 2026.

Note 8 - Fair Value Measurements

The fair values of the Company's financial assets and financial liabilities listed below reflect the amounts that would be received to sell the assets or paid to transfer the liabilities in an orderly transaction between market participants at the measurement date (exit price).

The Company's non-derivative financial instruments primarily include cash and cash equivalents, trade receivables, trade payables, short-term debt, and long-term debt. As of December 31, 2025, and June 30, 2025, the carrying value of these financial instruments, excluding long-term debt, approximated fair value because of the short-term nature of these instruments.

The carrying value of long-term debt with variable interest rates approximates its fair value. The fair value of the Company's long-term debt with fixed interest rates is based on market prices, if available, or expected future cash flows discounted at the current interest rate for financial liabilities with similar risk profiles.

The carrying values and estimated fair values of term debt with fixed interest rates (excluding the fair value of designated receive-fixed, pay-variable rate swaps) were as follows:


	December 31, 2025					June 30, 2025
	Carrying Value			Fair Value		Carrying Value		Fair Value
($ in millions)			(Level 2)			(Level 2)
Total term debt with fixed interest rates (excluding commercial paper and finance leases)	$	13,971		$	14,105	$	12,174	$	12,213

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

Additionally, the Company measures and records certain assets and liabilities, including derivative instruments and contingent purchase consideration liabilities, at fair value. The following tables summarize the fair values of these instruments, which are measured at fair value on a recurring basis, by level, within the fair value hierarchy:


	December 31, 2025
($ in millions)	Level 1		Level 2		Level 3		Total
Assets
Commodity contracts	$	—	$	6	$	—	$	6
Forward exchange contracts	—		4		—		4


Total assets measured at fair value	$	—	$	10	$	—	$	10

Liabilities
Contingent purchase consideration	$	—	$	—	$	19	$	19
Commodity contracts	—		—		—		—
Forward exchange contracts	—		4		—		4
Interest rate swaps	—		56		—		56
Cross currency swaps	—		463		—		463
Total liabilities measured at fair value	$	—	$	523	$	19	$	542


	June 30, 2025
($ in millions)	Level 1		Level 2		Level 3		Total
Assets
Commodity contracts	$	—	$	1	$	—	$	1
Forward exchange contracts	—		6		—		6

Total assets measured at fair value	$	—	$	7	$	—	$	7

Liabilities
Contingent purchase consideration	$	—	$	—	$	20	$	20
Commodity contracts	—		3		—		3
Forward exchange contracts	—		5		—		5
Interest rate swaps	—		63		—		63
Cross currency swaps	—		497		—		497
Total liabilities measured at fair value	$	—	$	568	$	20	$	588

The fair value of the commodity contracts was determined using a discounted cash flow analysis based on the terms of the contracts and observed market forward prices discounted at a currency specific rate. Forward exchange contract fair values were determined based on quoted prices for similar assets and liabilities in active markets using inputs such as currency rates and forward points. The fair value of the interest rate swaps was determined using a discounted cash flow method based on market-based swap yield curves, taking into account current interest rates. The fair value of the cross currency swaps was determined using a discounted cash flow method based on market-observed currency rates, forward points, and swap yield curves, adjusted for current interest rates in the respective currencies.

Contingent purchase consideration liabilities arise from business acquisitions and other investments. As of December 31, 2025, the Company had contingent purchase consideration liabilities of $19 million, consisting of $7 million of contingent purchase consideration relating to historical acquisitions and a $12 million liability that is contingent on future royalty income generated by Discma AG, a subsidiary acquired in March 2017. The fair values of the contingent purchase consideration liabilities were determined for each arrangement individually. The fair values were determined using an income approach with significant inputs that are not observable in the market. Key assumptions include the selection of discount rates consistent with the level of risk of achievement and probability-adjusted financial projections. The expected outcomes are recorded at net present value, which require adjustment over the life for changes in risks and probabilities. Changes arising from modifications in forecasts related to contingent consideration are not expected to be material.

The fair value of contingent purchase consideration liabilities is included in other current liabilities and other non-current liabilities in the unaudited condensed consolidated balance sheets.

Assets and Liabilities Measured and Recorded at Fair Value on a Nonrecurring Basis

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets at fair value on a nonrecurring basis, generally when events or changes in circumstances indicate the carrying value may not be recoverable, or when they are deemed to be other than temporarily impaired. These assets include goodwill and other intangible assets, equity method and other investments, long-lived assets and disposal groups held for sale, and other long-lived assets. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges or as a result of charges to remeasure assets classified as held for sale to fair value less costs to sell. The fair values of these assets are determined, when applicable, based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections. These nonrecurring fair value measurements are considered to be Level 3 in the fair value hierarchy.

As of December 31, 2025, the Company has identified net assets held for sale with a net carrying value of $27 million. During the three and six months ended December 31, 2025, the Company has recorded impairment charges, including the effect of accelerated depreciation, of $7 million and $15 million, respectively, related to long-lived assets, with $2 million and $9 million incurred in the Global Rigid Packaging Solutions reportable segment and $5 million and $6 million incurred in the Global Flexible Packaging Solutions reportable segment. For information on long-lived asset impairments, refer to Note 5, "Restructuring".

In the first quarter of fiscal year 2025, the Company recorded an impairment charge of $4 million within the Global Flexible Packaging Solutions reportable segment, to adjust the carrying value of the net assets of $11 million that were held for sale to their estimated fair value less cost to sell. The Company subsequently completed the sale of these non-core assets in the three months ended December 31, 2024. Refer to Note 3, "Acquisitions and Disposals".

During the six months ended December 31, 2025, and 2024, there were no impairment charges recorded on indefinite-lived intangibles, including goodwill.

Refer to Note 3, "Acquisitions and Disposals" for further information about the preliminary estimated acquisition date fair values of the identifiable assets acquired and liabilities assumed in the Merger.

Note 9 - Derivative Instruments

The Company periodically uses derivatives and other financial instruments to hedge exposures to interest rates, commodity prices, and currency risks. The Company does not hold or issue derivative instruments for speculative or trading purposes. For hedges that meet hedge accounting criteria, the Company, at inception, formally designates and documents the instruments as a fair value hedge or a cash flow hedge of a specific underlying exposure. On an ongoing basis, the Company assesses and documents that its designated hedges have been and are expected to continue to be highly effective.

Interest Rate Risk

The Company's policy is to manage exposure to interest rate risk by maintaining a mixture of fixed-rate and variable-rate debt, monitoring global interest rates, and, where appropriate, hedging floating interest rate exposure or debt at fixed interest rates through various interest rate derivative instruments including, but not limited to, interest rate swaps, and interest rate locks. For interest rate swaps that are accounted for as fair value hedges, the gains and losses related to the changes in the fair value of the interest rate swaps are included in interest expense and offset changes in the fair value of the hedged portion of the underlying debt that are attributable to the changes in market interest rates. Changes in the fair value of interest rate swaps that have not been designated as hedging instruments are reported in the accompanying unaudited condensed consolidated statements of income in other income, net.

As of December 31, 2025, and June 30, 2025, the total notional amount of the Company’s receive-fixed, pay-variable interest rate swaps was $650 million.

Foreign Currency Risk

The Company manufactures and sells its products and finances its operations in a number of countries throughout the world and, as a result, is exposed to movements in foreign currency exchange rates. The purpose of the Company's foreign currency hedging program is to manage the volatility associated with the changes in exchange rates. To manage this exchange rate risk, the Company utilizes forward contracts and cross currency swaps.

Forward contracts that qualify for hedge accounting are designated as cash flow hedges of certain forecasted transactions denominated in foreign currencies. The effective portion of the changes in fair value of these instruments is reported in accumulated other comprehensive loss ("AOCI") and reclassified into earnings in the same financial statement line item and in the same period or periods during which the related hedged transactions affect earnings. The ineffective portion is recognized in earnings over the life of the hedging relationship in the same consolidated statements of income line item as the underlying hedged item. Changes in the fair value of forward contracts that have not been designated as hedging instruments are reported in the accompanying unaudited condensed consolidated statements of income.

As of December 31, 2025, and June 30, 2025, the notional amounts of the outstanding forward contracts were $629 million and $600 million, respectively.

The Company has designated certain cross currency swap contracts as a fair value hedge of its $500 million notes, recognizing the components excluded from the hedging relationship in accumulated other comprehensive loss ("AOCI") and reclassifying into earnings through the accrual of periodic interest settlement on the swaps. During the six month period ended December 31, 2025, there have not been any changes to these hedging relationships. These swaps mature on May 23, 2029.

The Company also uses various cross currency swaps, and an outstanding long-term euro denominated debt to hedge certain euro and pound sterling net investments in foreign operations, with the effective movements in fair value of the swaps being recognized in AOCI. The Company also uses a cross currency swap as an economic hedge of certain foreign intercompany loans. The swaps all mature on June 15, 2026. During the six month period ended December 31, 2025, there have not been any changes to these hedging relationships.

At December 31, 2025, and June 30, 2025, the Company had cross currency swaps outstanding with a notional amount of $3.0 billion.

Commodity Risk

Certain raw materials used in the Company's production processes are subject to price volatility caused by weather, supply conditions, political and economic variables, including tariffs, and other unpredictable factors. The Company's policy is to minimize exposure to price volatility by passing through the commodity price risk to customers, including through the use of fixed price swaps.

In some cases, the Company purchases, on behalf of customers, fixed price commodity swaps to offset the exposure of price volatility on the underlying sales contracts. These instruments are cash closed out on maturity and the related cost or benefit is passed through to customers. Information about commodity price exposure is derived from supply forecasts submitted by customers and these exposures are hedged by central treasury units. Changes in the fair value of commodity hedges are recognized in AOCI. The cumulative amount of the hedge is recognized in the unaudited condensed consolidated statements of income when the forecasted transaction is realized.

The Company had the following outstanding commodity contracts to hedge forecasted purchases:


	December 31, 2025	June 30, 2025
Commodity	Volume	Volume
Aluminum	16,429 tons	29,354 tons
Aluminum Premium (1)	12,793 tons	—
PET resin	1,400,000 lbs.	5,840,909 lbs.

(1)Aluminum Premium represents the regional cost to obtain physical delivery of aluminum and includes shipping, insurance, taxes and freight to a designated offloading harbor in a certain region.

The following table provides the location of derivative instruments in the unaudited condensed consolidated balance sheets:


($ in millions)	Balance Sheet Location	December 31, 2025		June 30, 2025
Assets
Derivatives in cash flow hedging relationships:
Commodity contracts	Other current assets	$	6	$	1
Forward exchange contracts	Other current assets	4		6






Total current derivative contracts		10		7







Total non-current derivative contracts		—		—
Total derivative asset contracts		$	10	$	7

Liabilities
Derivatives in cash flow hedging relationships:
Commodity contracts	Other current liabilities	$	—	$	3
Forward exchange contracts	Other current liabilities	4		4

Derivatives in net investment hedge relationships:
Cross currency swaps	Other current liabilities	269		294
Derivatives not designated as hedging instruments:
Forward exchange contracts	Other current liabilities	—		1
Cross currency swaps	Other current liabilities	111		114
Total current derivative contracts		384		416


Derivatives in fair value hedging relationships:
Interest rate swaps	Other non-current liabilities	56		63
Cross currency swaps	Other non-current liabilities	83		89


Total non-current derivative contracts		139		152
Total derivative liability contracts		$	523	$	568

Refer to Note 8, "Fair Value Measurements", for further information about the fair value of the derivative instruments, by level, within the fair value hierarchy.

Certain derivative financial instruments are subject to master netting arrangements and are eligible for offset. The Company has made an accounting policy election not to offset the fair values of these instruments within the unaudited condensed consolidated balance sheets.

The following tables provide the effects of derivative instruments on AOCI and in the unaudited condensed consolidated statements of income:


	Location of Loss Reclassified from AOCI into Income		Loss Reclassified from AOCI into Income (Effective Portion)
		Three Months Ended December 31,						Six Months Ended December 31,
($ in millions)		2025			2024			2025			2024
Derivatives in cash flow hedging relationships
Commodity contracts	Cost of sales		$	(1)		$	(1)		$	(2)		$	—


Treasury locks	Interest expense		—			—			(1)			(1)
Total			$	(1)		$	(1)		$	(3)		$	(1)


	Location of Gain / (Loss) Recognized in the Unaudited Condensed Consolidated Statements of Income		Gain / (Loss) Recognized in Income for Derivatives Not Designated as Hedging Instruments
		Three Months Ended December 31,						Six Months Ended December 31,
($ in millions)		2025			2024			2025			2024
Derivatives not designated as hedging instruments
Forward exchange contracts	Other income, net		(1)			$	(2)		$	—		$	(2)
Interest rate swaps	Other income, net		—			1			—			—
Cross currency swaps (1)	Other income, net		2			—			6			—
Total			$	1		$	(1)		$	6		$	(2)

(1)Includes the amortization of the excluded component of cross currency swaps designated in a net investment hedge relationship.


	Location of Gain / (Loss) Recognized in the Unaudited Condensed Consolidated Statements of Income			Gain / (Loss) Recognized in Income for Derivatives in Fair Value Hedging Relationships
		Three Months Ended December 31,				Six Months Ended December 31,
($ in millions)			2025			2024			2025			2024
Derivatives in fair value hedging relationships
Interest rate swaps	Interest expense			$	2		$	(19)		$	7		$	6
Cross currency swaps (1)	Interest expense			3			4			7			7
Cross currency swaps	Other income, net			(4)			38			(6)			3

Total				$	1		$	23		$	8		$	16

(1)Represents the gains for amounts excluded from the effectiveness testing.

Note 10 - Components of Net Periodic Benefit Cost

Net periodic benefit cost for defined benefit plans includes the following components:


	Three Months Ended December 31,				Six Months Ended December 31,
($ in millions)	2025		2024		2025		2024
Service cost	$	6	$	3	$	11	$	7
Interest cost	22		13		44		26
Expected return on plan assets	(24)		(13)		(48)		(26)
Amortization of actuarial loss	2		2		4		3
Amortization of prior service credit	—		(1)		(1)		(2)

Settlement costs	—		1		—		1
Net periodic benefit cost	$	6	$	5	$	10	$	9

Service cost is included in operating income. All other components of net periodic benefit cost are recorded within other non-operating income/(expenses), net.

Note 11 - Debt

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.

Note 12 - Income Taxes

The provision for income taxes for the three and six months ended December 31, 2025 and 2024 is based on the Company’s estimated annual effective tax rate for the respective fiscal years which is applied on income before income taxes and equity in income of affiliated companies, and is adjusted for specific items that are required to be recognized in the period in which they are incurred.

The effective tax rate for the three months ended December 31, 2025, decreased by 24.2 percentage points compared to the three months ended December 31, 2024, from 25.9% to 1.7%. In the six months ended December 31, 2025, the effective tax rate decreased by 11.3 percentage points compared to the six months ended December 31, 2024, from 22.0% to 10.7%. The changes relate primarily to differences in non-deductible expenditures, and discrete events between the periods, and includes a $43 million discrete benefit from post-acquisition restructuring in the current period.

Note 13 - Shareholders' Equity

The changes in ordinary and treasury shares during the six months ended December 31, 2025, and 2024 were as follows:


	Ordinary Shares			Treasury Shares
(shares and $ in millions)	Number of Shares (1)	Amount		Number of Shares (1)	Amount
Balance as of June 30, 2024	289.0	$	14	0.2	$	(11)

Options exercised and shares vested	—	—		(0.8)	48

Purchase of treasury shares	—	—		0.8	(47)
Balance as of December 31, 2024	289.0	$	14	0.2	$	(10)

Balance as of June 30, 2025	461.1	$	23	0.1	$	(6)

Options exercised and shares vested	—	—		(1.2)	55

Purchase of treasury shares	—	—		0.3	(22)
Issuance of shares	1.0	—		1.0	(42)
Balance as of December 31, 2025	462.1	$	23	0.2	$	(15)

(1)The number of shares has been retroactively adjusted to reflect the Reverse Split. Refer to Note 1, "Nature of Operations and Basis of Presentation" for further information.

The changes in the components of accumulated other comprehensive loss, net of tax, during the six months ended December 31, 2025, and 2024 were as follows:


	Foreign Currency Translation (Net of Tax)		Net Investment Hedge (Net of Tax)		Pension (Net of Tax)		Effective Derivatives, Excl. Net Investment Hedges (Net of Tax)		Total Accumulated Other Comprehensive Loss
($ in millions)
Balance as of June 30, 2024	$	(931)	$	(13)	$	(55)	$	(21)	$	(1,020)
Other comprehensive loss before reclassifications	(113)		—		(4)		(8)		(125)
Amounts reclassified from accumulated other comprehensive loss	8		—		2		1		11
Net current period other comprehensive loss	(105)		—		(2)		(7)		(114)
Balance as of December 31, 2024	$	(1,036)	$	(13)	$	(57)	$	(28)	$	(1,134)

Balance as of June 30, 2025	$	(910)	$	(73)	$	(53)	$	(27)	$	(1,063)
Other comprehensive income before reclassifications	27		18		—		17		62
Amounts reclassified from accumulated other comprehensive loss	—		—		3		3		6
Net current period other comprehensive income	27		18		3		20		68
Balance as of December 31, 2025	$	(883)	$	(55)	$	(50)	$	(7)	$	(995)

The following tables provide details of amounts reclassified from AOCI into income:


	Three Months Ended December 31,				Six Months Ended December 31,
($ in millions)	2025		2024		2025		2024
Amortization of pension:
Amortization of prior service credit	$	—	$	(1)	$	(1)	$	(2)
Amortization of actuarial loss	2		2		4		3
Effect of pension settlement/curtailment	—		1		—		1
Total before tax effect	2		2		3		2
Tax effect on amounts reclassified into earnings	—		—		—		—
Total net of tax	$	2	$	2	$	3	$	2

Losses on cash flow hedges:
Commodity contracts	$	1	$	1	$	2	$	—

Treasury locks	—		—		1		1
Total before tax effect	1		1		3		1
Tax effect on amounts reclassified into earnings	—		—		—		—
Total net of tax	$	1	$	1	$	3	$	1

Losses on foreign currency translation
Foreign currency translation adjustment	$	—	$	8	$	—	$	8
Total before tax effect	—		8		—		8
Tax effect on amounts reclassified into earnings	—		—		—		—
Total net of tax	$	—	$	8	$	—	$	8

Forward contracts to purchase own shares

The Company's employee share plans require the delivery of shares to employees in the future when rights vest or vested options are exercised. The Company acquired shares on the open market to deliver shares to employees to satisfy vesting or exercising commitments which exposes the Company to market price risk.

As of June 30, 2025, the Company had forward contracts outstanding that were entered into in September 2022 to purchase 0.4 million shares at a weighted average price of $60.80. During the six months ended December 31, 2025, the Company settled the remaining forward contracts and therefore had no such contracts outstanding as of December 31, 2025.

As of June 30, 2025, the forward contracts to purchase the Company's own shares were included in other current liabilities in the unaudited condensed consolidated balance sheets. Equity is reduced by an amount equal to the fair value of the shares at inception. The carrying value of the forward contracts was determined based on the present value of the cost required to settle the contracts.

Note 14 - Segments

The Company's business is organized and presented in the two reportable segments outlined below.

In connection with the Merger, the Company renamed its reportable segments from Flexibles to Global Flexible Packaging Solutions and from Rigid Packaging to Global Rigid Packaging Solutions. The historical results of the Flexibles reportable segment are presented within the Global Flexible Packaging Solutions reportable segment and those of the Rigid Packaging reportable segment within the Global Rigid Packaging Solutions reportable segment.

Global Flexible Packaging Solutions: Consists of operations that manufacture flexible and film packaging in the food and beverage, medical and pharmaceutical, fresh produce, snack food, personal care, and other industries.

Global Rigid Packaging Solutions: Consists of operations that manufacture rigid containers and closures for a broad range of predominantly beverage and food products, including carbonated soft drinks, water, juices, sports drinks, milk-based beverages, spirits and beer, sauces, dressings, spreads and personal care items, and plastic caps for a wide variety of applications.

Other consists of the Company's undistributed corporate expenses, including executive and functional compensation costs, equity method and other investments, intercompany eliminations, and other business activities.

In the fourth quarter of fiscal year 2025, following the Merger with Berry, the Company appointed Chief Operating Officers to lead each of its reportable segments. The Chief Operating Officers report directly to the Company's Chief Operating Decision Maker ("CODM"), which the Company has determined is its Chief Executive Officer. The Company's measure of profit for its reportable segments is adjusted earnings before interest and taxes ("Adjusted EBIT"). The Company defines Adjusted EBIT as operating income adjusted to eliminate the impact of certain items that the Company does not consider indicative of its ongoing operating performance and to include equity in income/(loss) of affiliated companies, net of tax. The Company's management, including the CODM, uses Adjusted EBIT to evaluate segment performance and allocate resources. The Company's CODM uses consolidated expense information in the evaluation of segment performance and to allocate resources and is not regularly provided disaggregated expense information for each of the reportable segments.

The accounting policies of the reportable segments are the same as those in the unaudited condensed consolidated financial statements.

The following table presents information about reportable segments. Intersegment sales are not material and therefore are not presented in the table below:


	Three Months Ended December 31,			Six Months Ended December 31,
($ in millions)		2025		2024		2025		2024
Sales including intersegment sales
Global Flexible Packaging Solutions		$	3,188	$	2,511	$	6,445	$	5,062
Global Rigid Packaging Solutions		2,264		730		4,752		1,532

Total sales including intersegment sales		5,452		3,241		11,197		6,594

Intersegment sales
Global Flexible Packaging Solutions		2		—		2		—
Global Rigid Packaging Solutions		1		—		1		—

Total intersegment sales		3		—		3		—

Net sales		$	5,449	$	3,241	$	11,194	$	6,594

Global Flexible Packaging Solutions		$	(2,786)	$	(2,189)	$	(5,617)	$	(4,411)
Global Rigid Packaging Solutions		(2,036)		(677)		(4,229)		(1,417)
Other		(27)		(12)		(61)		(38)
Segment expenses and other (1)		$	(4,849)	$	(2,878)	$	(9,907)	$	(5,866)

Adjusted earnings before interest and taxes ("Adjusted EBIT")
Global Flexible Packaging Solutions		$	402	$	322	$	828	$	651
Global Rigid Packaging Solutions		228		53		523		115
Other		(27)		(12)		(61)		(38)
Adjusted EBIT		603		363		1,290		728
Less: Amortization of acquired intangible assets from business combinations (2)		(144)		(40)		(277)		(79)

Less: Impact of hyperinflation (3)		(4)		(3)		(15)		(5)



Less: Transaction costs (4)		(6)		(10)		(28)		(10)

Less: Restructuring, integration and related expenses, net (5)		(112)		(23)		(165)		(29)




Add/(Less): Other (6)		(3)		10		(7)		3


Interest income		15		9		30		20
Interest expense		(169)		(81)		(337)		(167)
Equity in income of affiliated companies, net of tax		(2)		(1)		(4)		(1)
Income before income taxes and equity income of affiliated companies		$	178	$	224	$	487	$	460

(1)Segment expenses and other includes primarily cost of goods sold, selling, general, and administrative expenses, research and development expenses, other income/(expenses), net, and other non-operating income.

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

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

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

(5)For the three and six months ended December 31, 2025, Restructuring, integration and related expenses, net, primarily includes costs incurred in connection with the Berry Plan. For the three and six months ended December 31, 2024, Restructuring, integration and related expenses, net includes costs incurred in connection with the 2023 Restructuring Plan. Refer to Note 5 - "Restructuring" for further information.

(6)For the three and six months ended December 31, 2025, 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 six months ended December 31, 2024, 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 3 - "Acquisitions and Disposals" for further information.

The tables below present additional financial information by reportable segments:

Capital expenditures for the acquisition of long-lived assets by reportable segment were:


	Three Months Ended December 31,				Six Months Ended December 31,
($ in millions)	2025		2024		2025		2024
Global Flexible Packaging Solutions	$	98	$	76	$	220	$	179
Global Rigid Packaging Solutions	105		22		221		63
Other	18		—		18		1
Total capital expenditures for the acquisition of long-lived assets	$	221	$	98	$	459	$	243

Depreciation and amortization on long-lived assets by reportable segment were:


	Three Months Ended December 31,				Six Months Ended December 31,
($ in millions)	2025		2024		2025		2024
Global Flexible Packaging Solutions	$	173	$	99	$	346	$	206
Global Rigid Packaging Solutions	198		28		383		59
Other	3		3		7		5
Total depreciation and amortization on long-lived assets	$	374	$	130	$	736	$	270

Total assets by segment are not disclosed as the CODM does not use total assets by segment to evaluate segment performance or allocate resources and capital.

The following tables disaggregate net sales, excluding intersegment sales, by geography in which the Company operates based on manufacturing or selling operations:











	Three Months Ended December 31,
	2025						2024
($ in millions)	Global Flexible Packaging Solutions		Global Rigid Packaging Solutions		Total		Global Flexible Packaging Solutions		Global Rigid Packaging Solutions		Total
North America	$	1,488	$	1,228	$	2,716	$	980	$	519	$	1,499
Latin America	249		203		452		250		211		461
Europe	1,034		746		1,780		857		—		857
Asia Pacific	415		86		501		424		—		424
Net sales	$	3,186	$	2,263	$	5,449	$	2,511	$	730	$	3,241











	Six Months Ended December 31,
	2025						2024
($ in millions)	Global Flexible Packaging Solutions		Global Rigid Packaging Solutions		Total		Global Flexible Packaging Solutions		Global Rigid Packaging Solutions		Total
North America	$	3,032	$	2,615	$	5,647	$	2,011	$	1,124	$	3,135
Latin America	516		395		911		521		408		929
Europe	2,084		1,566		3,650		1,695		—		1,695
Asia Pacific	811		175		986		835		—		835
Net sales	$	6,443	$	4,751	$	11,194	$	5,062	$	1,532	$	6,594

Note 15 - Earnings Per Share Computations

The Company applies the two-class method when computing its earnings per share ("EPS"), which requires that net income per share for each class of share be calculated assuming all of the Company's net income is distributed as dividends to each class of share based on their contractual rights.

Basic EPS is computed by dividing net income available to ordinary shareholders by the weighted-average number of ordinary shares outstanding after excluding the ordinary shares to be repurchased using forward contracts and vested but unpaid ordinary shares. Diluted EPS includes the effects of share options, restricted share units, performance rights, performance shares, and share rights, if dilutive.

On January 14, 2026, the Company effected a 1-for-5 reverse split of ordinary shares. The share and per share data presented below has been retroactively adjusted for the effects of the Reverse Split. For further information, refer to Note 1, "Nature of Operations and Basis of Presentation" and Note 17, "Subsequent Events".


	Three Months Ended December 31,				Six Months Ended December 31,
(in millions, except per share amounts)	2025		2024		2025		2024
Numerator
Net income attributable to Amcor plc	$	177	$	163	$	439	$	354
Distributed and undistributed earnings attributable to shares to be repurchased	—		—		—		(1)
Net income available to ordinary shareholders of Amcor plc—basic and diluted	$	177	$	163	$	439	$	353



Denominator
Weighted-average ordinary shares outstanding (1)	463.1		288.9		463.1		288.9
Weighted-average ordinary shares to be repurchased by Amcor plc	—		(0.4)		(0.5)		(0.6)
Weighted-average ordinary shares outstanding for EPS—basic	463.1		288.5		462.6		288.3
Effect of dilutive shares	0.7		0.6		0.4		0.6
Weighted-average ordinary shares outstanding for EPS—diluted	463.8		289.1		463.0		288.9

Per ordinary share income


Basic earnings per ordinary share	$	0.38	$	0.57	$	0.95	$	1.22



Diluted earnings per ordinary share	$	0.38	$	0.56	$	0.95	$	1.22

Per share amounts are computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding and all other quarterly amounts may not equal the total year due to rounding.

(1)For the three and six months ended December 31, 2025 , the calculation of weighted-average ordinary shares outstanding includes approximately 1.6 million and 1.8 million shares, respectively, that had not been issued as of December 31, 2025, but whose issuance is not contingent on factors other than the passage of time.

Certain stock awards outstanding were not included in the computation of diluted earnings per share above because they would not have had a dilutive effect. The excluded stock awards represented an aggregate of 8.4 million and 6.7 million shares, for the three and six months ended December 31, 2025, respectively. The excluded stock awards represented an aggregate of 3.4 million and 3.6 million shares, for the three and six months ended December 31, 2024, respectively.

Note 16 - Contingencies and Legal Proceedings

Contingencies - Brazil

The Company's operations in Brazil are involved in various governmental assessments and litigation, principally related to claims for excise and income taxes. The Company vigorously defends its positions and believes it will prevail on most, if not all, of these matters. The Company does not believe that the ultimate resolution of these matters will materially impact the Company's consolidated results of operations, financial position, or cash flows. Under customary local regulations, the Company's Brazilian subsidiaries may need to post cash or other collateral if a challenge to any administrative assessment proceeds to the Brazilian court system; however, the level of cash or collateral already pledged or potentially required to be pledged would not significantly impact the Company's liquidity. As of December 31, 2025, the Company has recorded accruals of $13 million, included in other non-current liabilities in the unaudited condensed consolidated balance sheets. The Company has estimated a reasonably possible loss exposure in excess of the recorded accrual of $25 million as of December 31, 2025. The litigation process is subject to many uncertainties, and the outcome of individual matters cannot be accurately predicted. The Company routinely assesses these matters as to the probability of ultimately incurring a liability and records the best estimate of the ultimate loss in situations where the likelihood of an ultimate loss is probable. The Company's assessments are based on its knowledge and experience, but the ultimate outcome of any of these matters may differ from the Company's estimates.

As of December 31, 2025, the Company provided letters of credit of $18 million, judicial insurance of $1 million, and deposited cash of $15 million with the courts to continue to defend the cases referenced above.

Contingencies - Environmental Matters

The Company, along with others, has been identified as a potentially responsible party ("PRP") at several waste disposal sites under U.S. federal and related state environmental statutes and regulations and may face potentially material environmental remediation obligations. While the Company benefits from various forms of insurance policies, actual coverage may not, or may only partially, cover the total potential exposures. As of December 31, 2025, the Company has recorded aggregate accruals of $10 million for its share of estimated future remediation costs at these sites.

In addition to the matters described above, as of December 31, 2025, the Company has also recorded aggregate accruals of $64 million for potential liabilities for remediation obligations at various worldwide locations that are owned or operated by the Company, or were formerly owned or operated.

The SEC requires the Company to disclose certain information about proceedings arising under federal, state, or local environmental provisions if the Company reasonably believes that such proceeding may result in monetary sanctions above a stated threshold. Pursuant to SEC regulations, the Company uses a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required. Applying this threshold, there are no environmental matters required to be disclosed for the three and six months ended December 31, 2025.

While the Company believes that its accruals are adequate to cover its future obligations, there can be no assurance that the ultimate payments will not exceed the accrued amounts. Nevertheless, based on the available information, the Company does not believe that its potential environmental obligations will have a material adverse effect upon its liquidity, results of operations, or financial condition.

Other Matters

In the normal course of business, the Company is subject to legal proceedings, lawsuits, and other claims. While the potential financial impact with respect to these ordinary course matters is subject to many factors and uncertainties, management believes that any financial impact to the Company from these matters, individually and in the aggregate, would not have a material adverse effect on the Company's financial position or results of operations.

Note 17 - Subsequent Events

Execution of a reverse stock split (the "Reverse Split")

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 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. Any resulting fractional shares were settled in cash.

Sale of ePac Holdings, LLC ("ePac") investment

On January 14, 2026, the Company completed the sale of its investment in ePac and its operating subsidiaries for estimated proceeds of approximately $79 million, including contingent consideration. The Company’s investment in ePac has been accounted for under the equity method since fiscal year 2023.

Quarterly dividend distribution

On February 3, 2026, the Company's Board of Directors declared a quarterly cash dividend of $0.65 per share to be paid on March 17, 2026, to shareholders of record as of February 25, 2026. Amcor has received a waiver from the Australian Securities Exchange ("ASX") settlement operating rules, which will allow Amcor to defer processing conversions between ordinary share and CHESS Depositary Instrument ("CDI") registers from February 24, 2026, to February 25, 2026, inclusive.

Previous: Cover and table of contents · Next: Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations