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

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

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

Summary of Financial Results

						Three Months Ended December 31,																								Six Months Ended December 31,
($ in millions)						2025												2024												2025												2024
Net sales						$	5,449					100.0		%				$	3,241					100.0		%				$	11,194					100.0		%				$	6,594					100.0		%
Cost of sales						(4,410)						(80.9		%)				(2,615)						(80.7		%)				(9,031)						(80.7		%)				(5,309)						(80.5		%)
Gross profit						1,039						19.1		%				626						19.3		%				2,163						19.3		%				$	1,285					19.5		%
Operating expenses:
Selling, general, and administrative expenses						(440)						(8.1		%)				(255)						(7.9		%)				(875)						(7.8		%)				(531)						(8.1		%)
Amortization of acquired intangible assets						(144)						(2.6		%)				(40)						(1.2		%)				(277)						(2.5		%)				(79)						(1.2		%)
Research and development expenses						(38)						(0.7		%)				(27)						(0.8		%)				(84)						(0.8		%)				(55)						(0.8		%)
Restructuring, transaction and integration expenses, net						(118)						(2.2		%)				(33)						(1.0		%)				(193)						(1.7		%)				(39)						(0.6		%)
Other income, net						32						0.6		%				26						0.8		%				58						0.5		%				28						0.4		%
Operating income						331						6.1		%				297						9.2		%				792						7.1		%				609						9.2		%
Interest income						15						0.3		%				9						0.3		%				30						0.3		%				20						0.3		%
Interest expense						(169)						(3.1		%)				(81)						(2.5		%)				(337)						(3.0		%)				(167)						(2.5		%)
Other non-operating income/(expenses), net						1						—		%				(1)						—		%				2						—		%				(2)						—		%
Income before income taxes and equity in income of affiliated companies						178						3.3		%				224						6.9		%				487						4.4		%				460						7.0		%
Income tax expense						(3)						(0.1		%)				(58)						(1.8		%)				(52)						(0.5		%)				(101)						(1.5		%)
Equity in income of affiliated companies, net of tax						2						—		%				1						—		%				4						—		%				1						—		%
																																				—		%										—		%
Net income						$	177					3.2		%				$	167					5.2		%				439						3.9		%				360						5.5		%
Net income attributable to non-controlling interests						—						—		%				(4)						(0.1		%)				—						—		%				(6)						(0.1		%)
Net income attributable to Amcor plc						$	177					3.2		%				$	163					5.0		%				439						3.9		%				354						5.4		%

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 and Disposals", for further information.

Berry Plan

In connection with the Merger with Berry, the Company initiated restructuring and integration activities in the fourth quarter of fiscal year 2025 ("Berry Plan") aimed at integrating the combined organization. The Company continues to 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 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 restructuring and general integration activities initiated to date are expected to result in $260 million of net cash expenditures. The Berry Plan is expected to be completed by the end of fiscal year 2028.

In the six months ended December 31, 2025, the Company incurred $96 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 $69 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. The Company also incurred $30 million in integration activities in the first half of fiscal year 2026. Net cash outflows for restructuring and related expenses for both the three months ended and six months ended December 30, 2025, were approximately $32 million. Net cash expenditures of approximately $150 million to $160 million are expected for the balance of fiscal year 2026 for restructuring and general integration activities, with $120 million to $130 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. Subsequent to the end of the second quarter of fiscal year 2026, we completed the sale of our investment in ePac for estimated proceeds of $79 million, including contingent consideration. Refer to Note 17 - "Subsequent Events" for further information.

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 half 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 December 31, 2025, and 2024 resulted in a negative impact on monetary assets of $4 million and $3 million, respectively, and $15 million and $5 million in the six months ended December 31, 2025, and 2024, respectively, in foreign currency transaction losses that were reflected in the unaudited condensed consolidated statements of income. In December 2025, the Argentine central bank announced a new phase of its economic program which included changing its foreign exchange rate band mechanism and launching an active foreign exchange reserve accumulation program to strengthen the country's economy. In December 2025, the Argentine central bank repaid the portion that it drew on the $20 billion exchange-rate stabilization agreement it entered into with the United States Treasury Department. We continue to monitor the foreign currency exposure risk of our operations in Argentina, which represented less than 1% of total assets as of December 31, 2025.

Results of Operations - Three Months Ended December 31, 2025

Consolidated Results of Operations

						Three Months Ended December 31,
($ in millions, except per share data)						2025						2024
Net sales						$	5,449					$	3,241
Operating income						331						297
Operating income as a percentage of net sales						6.1		%				9.2		%
Net income attributable to Amcor plc						$	177					$	163
Diluted Earnings Per Share						$	0.38					$	0.56

Net sales increased by $2,208 million, or 68%, for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. Excluding the increase of sales from the merger with Berry Global Group, Inc. (the "Merger"), net of divestments, of approximately $2,155 million, the positive currency impacts of approximately $168 million, and the negative impacts from the pass-through of lower raw material costs of approximately $5 million, the remaining variation in net sales for the three months ended December 31, 2025 was a decrease of approximately $110 million or 3%, reflecting lower sales volumes of approximately 3%.

Net income attributable to Amcor plc increased by $14 million, or 9%, for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. This is mainly due to increased gross profit of $413 million, lower income tax expense of $55 million, and higher other income, net, of $6 million, partially offset by higher selling, general, and administrative expenses of $185 million, increased amortization of acquired intangible assets of $104 million, increased restructuring, transaction and integration expenses, net of $85 million, higher interest expense, net, of $82 million, and increased research and development expenses of $11 million, all primarily due to the Merger.

Diluted earnings per share ("Diluted EPS") decreased by $0.180, or 32%, for the three months ended December 31, 2025, compared to the three months ended December 31, 2024, with the net income available to ordinary shareholders of Amcor plc increasing by 9% due to the above items and the diluted weighted average number of shares increasing by 60% for the three months ended December 31, 2025, compared to the three months ended December 31, 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 December 31,
($ in millions)						2025						2024
Net sales including intersegment sales						$	3,188					$	2,511
Adjusted EBIT						402						322
Adjusted EBIT as a percentage of net sales						12.6		%				12.8		%

Net sales, including intersegment sales, increased by $677 million, or 27% for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. Excluding the increase of sales from the Merger, net of divestments, of approximately $605 million and the positive currency impacts of approximately $96 million, the remaining variation in net sales for the three months ended December 31, 2025 was a decrease of approximately $25 million, or 1%, reflecting unfavorable sales volumes of approximately 2% which was partially offset by favorable price/mix impacts of approximately 1%.

Adjusted earnings before interest and tax ("Adjusted EBIT") increased by $80 million, or 25% for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. Excluding the positive impacts from the Merger, net of divestments, of approximately $65 million, and the positive currency impacts of approximately $9 million, the remaining variation in Adjusted EBIT for the three months ended December 31, 2025 was an increase of approximately $7 million, or 2%, mainly reflecting synergy benefits from the Merger and favorable operating cost performance of approximately 15%, partly offset by unfavorable volumes of approximately 8% and unfavorable price/mix impacts of approximately 5%.

Global Rigid Packaging Solutions Segment

						Three Months Ended December 31,
($ in millions)						2025						2024
Net sales including intersegment sales						$	2,264					$	730
Adjusted EBIT						228						53
Adjusted EBIT as a percentage of net sales						10.1		%				7.3		%

Net sales, including intersegment sales, increased by $1,534 million, or 210%, for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. Excluding the increase of sales from the Merger, net of divestments, of approximately $1,550 million, the positive currency impacts of approximately $73 million, and the negative impacts from the pass-through of lower raw material costs of approximately $5 million, the remaining variation in net sales for the three months ended December 31, 2025 was a decrease of approximately $84 million, or 11%, reflecting unfavorable sales volumes of approximately 6%, and unfavorable price/mix impacts of approximately 6%.

Adjusted EBIT increased by $175 million, or 327%, for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. Excluding the positive impacts from the Merger, net of divestments, of approximately $165 million and the positive currency impacts of approximately $10 million, the remaining variation in Adjusted EBIT for the three months ended December 31, 2025 was an increase of approximately $1 million, or 2%, reflecting synergy benefits from the Merger and favorable operating cost performance impacts of approximately 55%, partially offset by the net negative effect of 17% from unfavorable volumes and unfavorable price/mix impacts on earnings of approximately 36%.

Consolidated Gross Profit

						Three Months Ended December 31,
($ in millions)						2025						2024
Gross profit						$	1,039					$	626
Gross profit as a percentage of net sales						19.1		%				19.3		%

Gross profit increased by $413 million, or 66%, for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The increase was primarily driven by the Merger and synergies. Gross profit as a percentage of sales of 19.1% remained relatively stable as of December 31, 2025, compared to December 31, 2024.

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

						Three Months Ended December 31,
($ in millions)						2025						2024
SG&A expenses						$	(440)					$	(255)
SG&A expenses as a percentage of net sales						(8.1		%)				(7.9		%)

SG&A expenses increased by $185 million, or 73%, for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The increase was primarily driven by the Merger.

Consolidated Amortization of Acquired Intangible Assets

						Three Months Ended December 31,
($ in millions)						2025						2024
Amortization of acquired intangible assets						$	(144)					$	(40)
Amortization of acquired intangible assets as a percentage of net sales						(2.6)		%				(1.2)		%

Amortization of acquired intangible assets increased by $104 million, or 260%, in the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The increase was primarily driven by the additional intangible assets acquired in the Merger.

Consolidated Research and Development Expenses

						Three Months Ended December 31,
($ in millions)						2025						2024
Research and development expenses						$	(38)					$	(27)
Research and development expenses as a percentage of net sales						(0.7)		%				(0.8)		%

Research and development expenses increased by $11 million, or 41%, in the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The increase was primarily driven by the Merger.

Consolidated Restructuring, Transaction and Integration Expenses, Net

						Three Months Ended December 31,
($ in millions)						2025						2024
Restructuring, transaction and integration expenses, net						$	(118)					$	(33)
Restructuring, transaction and integration expenses, net as a percentage of net sales						(2.2		%)				(1.0		%)

Restructuring, transaction and integration expenses, net increased by $85 million for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The change was a result of an increase in restructuring, integration, and related expenses, net, of $89 million, partially offset by a decrease of transaction costs of $4 million.

Consolidated Other Income, Net

						Three Months Ended December 31,
($ in millions)						2025						2024
Other income, net						$	32					$	26
Other income, net as a percentage of net sales						0.6		%				0.8		%

Other income, net changed by $6 million for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The change was primarily driven by indirect tax benefits, partially offset by the impact of highly inflationary accounting for subsidiaries in Argentina.

Consolidated Interest Income

						Three Months Ended December 31,
($ in millions)						2025						2024
Interest income						$	15					$	9
Interest income as a percentage of net sales						0.3		%				0.3		%

Interest income increased by $6 million in the three months ended December 31, 2025, compared to the three months ended December 31, 2024, driven by interest on higher cash balances.

Consolidated Interest Expense

						Three Months Ended December 31,
($ in millions)						2025						2024
Interest expense						$	(169)					$	(81)
Interest expense as a percentage of net sales						(3.1)		%				(2.5)		%

Interest expense increased by $88 million in the three months ended December 31, 2025, compared to the three months ended December 31, 2024, primarily driven by the additional debt issued and assumed in the Merger.

Consolidated Income Tax Expense

						Three Months Ended December 31,
($ in millions)						2025						2024
Income tax expense						$	(3)					$	(58)
Effective income tax rate						1.7		%				25.9		%

Income tax expense decreased by 24.2 percentage points for the three months ended December 31, 2025, compared to the three months ended December 31, 2024, primarily due to differences in non-deductible expenditures, and discrete events between the periods, which includes a $43 million discrete benefit from post-acquisition restructuring in the current period.

Results of Operations - Six Months Ended December 31, 2025

Consolidated Results of Operations

						Six Months Ended December 31,
($ in millions, except per share data)						2025						2024
Net sales						$	11,194					$	6,594
Operating income						$	792					$	609
Operating income as a percentage of net sales						7.1		%				9.2		%
Net income attributable to Amcor plc						$	439					$	354
Diluted Earnings Per Share						$	0.95					$	1.22

Net sales increased by $4,600 million, or 70%, for the six months ended December 31, 2025, compared to the six months ended December 31, 2024. Excluding the increase of sales from the merger with Berry Global Group, Inc. (the "Merger"), net of divestments, of approximately $4,519 million, the positive currency impacts of approximately $278 million, and the negative impacts from the pass-through of lower raw material costs of approximately $29 million, the remaining variation in net sales for the six months ended December 31, 2025 was a decrease of approximately $168 million or 3%, reflecting lower sales volumes of 3%, partially offset by favorable price/mix impacts of approximately 1%.

Net income attributable to Amcor plc increased by $85 million, or 24%, for the six months ended December 31, 2025, compared to the six months ended December 31, 2024, mainly due to an increase in gross profit of $878 million, lower income tax expense of $49 million, and higher other income, net, of $30 million, partially offset by higher selling, general, and administrative expenses of $344 million, higher amortization of acquired intangible assets of $198 million, higher restructuring, transaction and integration expenses, net of $154 million, higher interest expense, net of $160 million, and increased research and development expenses of $29 million, all primarily due to the Merger.

Diluted earnings per share decreased by $0.270, or 22%, for the six months ended December 31, 2025, compared to the six months ended December 31, 2024, with the net income available to ordinary shareholders of Amcor plc increasing by 24% due to the above items and the diluted weighted average number of shares increasing by 60% for the six months ended December 31, 2025, compared to the six months ended December 31, 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

						Six Months Ended December 31,
($ in millions)						2025						2024
Net sales including intersegment sales						$	6,445					$	5,062
Adjusted EBIT						$	828					$	651
Adjusted EBIT as a percentage of net sales						12.9		%				12.9		%

Net sales, including intersegment sales, increased by $1,383 million, or 27% for the six months ended December 31, 2025, compared to the six months ended December 31, 2024. Excluding the increase of sales from the Merger, net of divestments, of approximately $1,249 million, the positive currency impacts of approximately $158 million, and the positive impacts from the pass-through of higher raw material costs of approximately $22 million, the remaining variation in net sales for the six months ended December 31, 2025 was a decrease of approximately $46 million, or 1%, mainly reflecting unfavorable sales volumes offset by favorable price/mix impacts of approximately 2%.

Adjusted earnings before interest and tax ("Adjusted EBIT") increased by $177 million, or 27%, for the six months ended December 31, 2025, compared to the six months ended December 31, 2024. Excluding the positive impacts from the Merger, net of divestments, of approximately $140 million, and the positive currency impacts of approximately $15 million, the remaining variation in Adjusted EBIT for the six months ended December 31, 2025 was an increase of approximately $22 million, or 3%, mainly reflecting synergy benefits from the Merger and favorable operating cost performance of approximately 14%, partially offset by unfavorable volumes of approximately 8% and negative price/mix impacts of approximately 3%.

Global Rigid Packaging Solutions Segment

						Six Months Ended December 31,
($ in millions)						2025						2024
Net sales including intersegment sales						$	4,752					$	1,532
Adjusted EBIT						$	523					$	115
Adjusted EBIT as a percentage of net sales						11.0		%				7.5		%

Net sales, including intersegment sales, increased by $3,220 million, or 210%, for the six months ended December 31, 2025, compared to the six months ended December 31, 2024. Excluding the increase of sales from the Merger, net of divestments, of approximately $3,270 million, the positive currency impacts of approximately $121 million, and the negative impacts from the pass-through of lower raw material costs of approximately $51 million, the remaining variation in net sales for the six months ended December 31, 2025 was a decrease of approximately $120 million, or 8%, reflecting unfavorable sales volumes of approximately 5% and unfavorable price/mix impacts of approximately 3%.

Adjusted EBIT increased by $408 million, or 354%, for the six months ended December 31, 2025, compared to the six months ended December 31, 2024. Excluding the positive impacts from the Merger, net of divestments, of approximately $405 million and the positive currency impacts of approximately $17 million, the remaining variation in Adjusted EBIT for the six months ended December 31, 2025 was a decrease of approximately $15 million, or 13%, reflecting negative effect of approximately 23% from unfavorable volumes, unfavorable price/mix impact of approximately 29%, partially offset by synergy benefits from the Merger and cost performance impacts of approximately 39%.

Consolidated Gross Profit

						Six Months Ended December 31,
($ in millions)						2025						2024
Gross profit						$	2,163					$	1,285
Gross profit as a percentage of net sales						19.3		%				19.5		%

Gross profit increased by $878 million, or 68%, for the six months ended December 31, 2025, compared to the six months ended December 31, 2024. The increase was primarily driven by the Merger and synergies. Gross profit as a percentage of sales of 19.3% remained relatively stable as of December 31, 2025, compared to December 31, 2024.

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

						Six Months Ended December 31,
($ in millions)						2025						2024
SG&A expenses						$	(875)					$	(531)
SG&A expenses as a percentage of net sales						(7.8		%)				(8.1		%)

Selling, general, and administrative expenses increased by $344 million or 65% for the six months ended December 31, 2025, compared to the six months ended December 31, 2024. The increase was primarily driven by the Merger.

Consolidated Amortization of Acquired Intangible Assets

						Six Months Ended December 31,
($ in millions)						2025						2024
Amortization of acquired intangible assets						$	(277)					$	(79)
Amortization of acquired intangible assets as a percentage of net sales						(2.5		%)				(1.2		%)

Amortization of acquired intangible assets increased by $198 million, or 251%, in the six months ended December 31, 2025 compared to the six months ended December 31, 2024. The increase was primarily driven by the additional intangible assets acquired in the Merger.

Consolidated Research and Development Expenses

						Six Months Ended December 31,
($ in millions)						2025						2024
Research and development expenses						$	(84)					$	(55)
Research and development expenses as a percentage of net sales						(0.8		%)				(0.8		%)

Research and development expenses increased by $29 million, or 53%, in the six months ended December 31, 2025, compared to the six months ended December 31, 2024. The increase was primarily driven by the Merger.

Consolidated Restructuring, Transaction and Integration Expenses, Net

						Six Months Ended December 31,
($ in millions)						2025						2024
Restructuring, transaction and integration expenses, net						$	(193)					$	(39)
Restructuring, transaction and integration expenses, net as a percentage of net sales						(1.7		%)				(0.6		%)

Restructuring, transaction and integration expenses, net increased by $154 million for the six months ended December 31, 2025, compared to the six months ended December 31, 2024. The change was a result of an increase in restructuring, integration, and related expenses, net, of $136 million and an increase in transaction costs incurred in connection with the Merger of $18 million.

Consolidated Other Income, Net

						Six Months Ended December 31,
($ in millions)						2025						2024
Other income, net						$	58					$	28
Other income, net as a percentage of net sales						0.5		%				0.4		%

Other income, net changed by $30 million for the six months ended December 31, 2025, compared to the six months ended December 31, 2024, 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

						Six Months Ended December 31,
($ in millions)						2025						2024
Interest income						$	30					$	20
Interest income as a percentage of net sales						0.3		%				0.3		%

Interest income increased by $10 million in the six months ended December 31, 2025, compared to the six months ended December 31, 2024, driven by interest on higher cash balances.

Consolidated Interest Expense

						Six Months Ended December 31,
($ in millions)						2025						2024
Interest expense						$	(337)					$	(167)
Interest expense as a percentage of net sales						(3.0		%)				(2.5		%)

Interest expense increased by $170 million in the six months ended December 31, 2025, compared to the six months ended December 31, 2024, primarily driven by the additional debt issued and assumed in the Merger.

Consolidated Income Tax Expense

						Six Months Ended December 31,
($ in millions)						2025						2024
Income tax expense						$	(52)					$	(101)
Effective income tax rate						10.7		%				22.0		%

The effective tax rate for the six months ended December 31, 2025, decreased by 11.3 percentage points compared to the six months ended December 31, 2024, primarily due to differences in non-deductible expenditures, and discrete events between the periods, which includes a $43 million discrete benefit from post-acquisition restructuring in the current period.

Presentation of Non-GAAP Information

This Quarterly Report on Form 10-Q refers to non-GAAP financial measures: adjusted earnings before interest and taxes ("Adjusted EBIT"), earnings before interest and tax ("EBIT"), adjusted net income, and net debt. Such measures have not been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These non-GAAP financial measures adjust for factors that are unusual or unpredictable. These measures exclude the impact of certain amounts related to the effect of changes in currency exchange rates, acquisitions, and restructuring, including employee-related costs, equipment relocation costs, accelerated depreciation, and the write-down of equipment. These measures also exclude gains or losses on sales of significant property and divestitures, significant property and other impairments, net of insurance recovery, certain regulatory and litigation matters, significant pension settlements, impairments in goodwill and equity method investments, and certain acquisition-related expenses, including financing-related, transaction, and integration expenses, due diligence expenses, professional and legal fees, purchase accounting adjustments for inventory, order backlog, intangible amortization, changes in the fair value of contingent acquisition payments and economic hedging instruments on commercial paper, CEO and CFO transition costs, and impacts related to the Russia-Ukraine conflict. Note that while amortization of acquired intangible assets is excluded from non-GAAP adjusted financial measures, the revenue of the acquired entities and all other expenses unless otherwise stated, are reflected in Adjusted EBIT and adjusted net income and the acquired assets contribute to revenue generation.

This adjusted information should not be construed as an alternative to results determined in accordance with U.S. GAAP. We use the non-GAAP measures to evaluate operating performance and believe that these non-GAAP measures are useful to enable investors and other external parties to perform comparisons of our current and historical performance.

A reconciliation of reported net income attributable to Amcor plc to Adjusted EBIT, and adjusted net income for the three and six months ended December 31, 2025, and 2024 is as follows:

						Three Months Ended December 31,												Six Months Ended December 31,
($ in millions)						2025						2024						2025						2024
Net income attributable to Amcor plc, as reported						$	177					$	163					$	439					$	354
Add: Net income attributable to non-controlling interests						—						4						—						6
Net income						177						167						439						360
Add: Income tax expense						3						58						52						101
Add: Interest expense						169						81						337						167
Less: Interest income						(15)						(9)						(30)						(20)
EBIT						334						297						798						608
Add: Amortization of acquired intangible assets from business combinations (1)						144						40						277						79
Add: Impact of hyperinflation (2)						4						3						15						5
Add: Transaction costs (3)						6						10						28						10
Add: Restructuring, integration and related expenses, net (4)						112						23						165						29
Add/(Less): Other (5)						3						(10)						7						(3)
Adjusted EBIT						$	603					$	363					$	1,290					$	728
Less: Interest expense						(169)						(81)						(337)						(167)
Add: Adjustments to interest expense (6)						13						—						26						—
Less: Income tax expense						(3)						(58)						(52)						(101)
Add/(Less): Adjustments to income tax expense (7)						(59)						4						(109)						(7)
Add: Interest income						15						9						30						20
Less: Net income attributable to non-controlling interests						—						(4)						—						(6)
Adjusted net income						$	400					$	233					$	848					$	467

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

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

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

(4)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.

(5)For the three and six months ended December 31, 2025, Other primarily includes the Company's former Chief Financial Officer 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".

(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 December 31, 2025, and June 30, 2025, is as follows:

($ in millions)						December 31, 2025						June 30, 2025
Current portion of long-term debt (1)						$	436					$	141
Short-term debt						83						116
Long-term debt, less current portion						14,619						13,841
Total debt						15,138						14,098
Less cash and cash equivalents						(1,057)						(827)
Net debt						$	14,081					$	13,271

(1)Refer to our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, Note 14 "Debt", and Note 11 - "Debt" in "Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements" for additional information on debt maturities.

Supplemental Guarantor Information

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

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

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

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

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

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

• $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

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

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

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

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

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

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. (1)

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

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

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

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

The table below summarizes the composition of Obligor Groups:

Entity			Incorporated in			Obligor Group 1			Obligor Group 2			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
AIUK			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)

Six Months Ended December 31, 2025						Obligor Group 1						Obligor Group 2						Obligor Group 3
Net sales - external						$	866					$	399					$	866
Net sales - to subsidiaries outside the Obligor Group						5						—						5
Total net sales						$	871					$	399					$	871
Gross profit						193						84						193
Net income (1)						$	(5,491)					$	(5,673)					$	(5,491)
Net income attributable to non-controlling interests						—						—						—
Net income attributable to Obligor Group						$	(5,491)					$	(5,673)					$	(5,491)

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

Balance Sheets for Obligor Group

($ in millions)

As of December 31, 2025						Obligor Group 1						Obligor Group 2						Obligor Group 3
Assets
Current assets - external						$	2,479					$	829					$	2,479
Current assets - due from subsidiaries outside the Obligor Group						219						—						219
Total current assets						2,698						829						2,698
Non-current assets - external						3,216						1,805						3,216
Non-current assets - due from subsidiaries outside the Obligor Group						14,994						2,237						14,994
Total non-current assets						18,210						4,042						18,210
Total assets						$	20,908					$	4,871					$	20,908
Liabilities
Current liabilities - external						$	4,849					$	2,721					$	4,849
Current liabilities - due to subsidiaries outside the Obligor Group						36						—						36
Total current liabilities						4,885						2,721						4,885
Non-current liabilities - external						15,774						5,783						15,774
Non-current liabilities - due to subsidiaries outside the Obligor Group (1)						10,087						3,587						9,026
Total non-current liabilities						25,861						9,370						24,800
Total liabilities						$	30,746					$	12,091					$	29,685

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 December 31, 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

						Six Months Ended December 31,
($ in millions)						2025						2024
Net cash provided by operating activities						$	370					$	159
Net cash used in investing activities						(441)						(134)
Net cash provided by/(used in) financing activities						291						(143)

Cash Flow Overview

Net Cash Provided by Operating Activities

Net cash provided by operating activities increased by $211 million for the six months ended December 31, 2025, compared to the six months ended December 31, 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 $307 million for the six months ended December 31, 2025, compared to the six months ended December 31, 2024. The change is primarily driven by higher net purchases of property, plant, and equipment in the current period, primarily driven by the Merger and by the proceeds received from the sale of Bericap in the prior period.

Net Cash Provided by/(used in) Financing Activities

Net cash provided by/(used in) financing activities increased by $434 million for the six months ended December 31, 2025, compared to the six months ended December 31, 2024. The change is primarily driven by higher proceeds of long-term debt, partially offset by repayment of commercial paper and higher dividends paid on the issuance of shares related to the Merger in the current period.

Net Debt

We borrow from financial institutions and debt investors in the form of bank overdrafts, bank loans, corporate bonds, unsecured notes, and commercial paper. We have a mixture of fixed and floating interest rates and use interest rate swaps to provide further flexibility in managing the interest cost of borrowings.

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

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 December 31, 2025, we were in compliance with all applicable covenants under our bank debt facilities.

Our net debt as of December 31, 2025, and June 30, 2025, was $14.1 billion and $13.3 billion, respectively.

Debt Facilities

As of December 31, 2025, the revolving senior bank debt facility had an aggregate limit of $3.75 billion, of which $0.99 billion had been drawn (inclusive of amounts drawn under commercial paper programs reducing the overall balance of available senior facilities). Our senior facility is available to fund working capital, growth capital expenditures, and refinancing obligations. Subject to certain conditions, we can request the total commitment level under the agreement to be increased by up to $1.0 billion.

Dividend Payments

We declared and paid a $0.6375 cash dividend per ordinary share (as adjusted for the Reverse Split) during the three months ended September 30, 2025, and a $0.65 cash dividend per ordinary share (as adjusted for the Reverse Split) during the three months ended December 31, 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 six months ended December 31, 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 $47 million for the purchase of our shares in the open market during the six months ended December 31, 2025, and 2024, respectively, as treasury shares to satisfy the vesting and exercises of share-based compensation awards. As of December 31, 2025, and June 30, 2025, we held treasury shares at a cost of $15 million and $6 million, respectively, representing approximately 0.2 million and 0.1 million shares, respectively.