Amcor plc 10-Q, filed Feb 4, 2026
Amcor plc (AMCR)
10-Q
2026-02-04
For: 2025-12-31
View Original
Added on
April 10, 2026
About this 10-Q
Amcor plc filed this 10-Q on February 4, 2026, covering the quarter ended December 31, 2025.
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.45B
- up 68.1% from $3.24B a year earlier
- Net income
- $177M
- up 8.6% from net income of $163M a year earlier
- Diluted EPS
- $0.38
- down 32.1% from $0.56 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the Quarterly Period Ended December 31, 2025
OR
For the transition period from __________ to __________
Commission File Number 001-38932
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code: +44 117 9753200
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
1
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| ☒ | Emerging Growth Company | ||||||||||
| Non-Accelerated Filer | ☐ | Smaller Reporting Company | |||||||||
| Accelerated Filer | ☐ | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of February 2, 2026 (which reflects the registrant's 1-for-5 reverse split of ordinary shares), the registrant had 462,045,690 ordinary shares, $0.05 par value, outstanding.
2
Amcor plc
Quarterly Report on Form 10-Q
Table of Contents
3
Cautionary Statement Regarding Forward-Looking Statements
Unless otherwise indicated, references to "Amcor," the "Company," "we," "our," and "us" in this Quarterly Report on Form 10-Q refer to Amcor plc and its consolidated subsidiaries.
This Quarterly Report on Form 10-Q contains certain statements that are "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified with words like "believe," "expect," "target," "project," "may," "could," "would," "approximately," "possible," "will," "should," "intend," "plan," "anticipate," "commit," "estimate," "potential," "ambitions," "outlook," or "continue," the negative of these words, other terms of similar meaning, or the use of future dates. Such statements are based on the current expectations of the management of Amcor and are qualified by the inherent risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Neither Amcor nor any of its respective directors, executive officers, or advisors, provide any representation, assurance, or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Amcor. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on Amcor's business, including the ability to successfully realize the expected benefits of the merger of Amcor and Berry Global Group, Inc. Risks and uncertainties that could cause actual results to differ from expectations include, but are not limited to:
•risks arising from the integration of the Amcor and Berry Global Group, Inc., ("Berry") businesses as a result of the merger completed on April 30, 2025 (the "Transaction" or "Merger");
•risk of continued substantial and unexpected costs or expenses resulting from the Transaction;
•risk that the anticipated benefits of the Transaction may not be realized when expected or at all;
•risk that the Company's significant indebtedness may limit its flexibility and increase its borrowing costs;
•risk that the Merger-related tax liabilities could have a material impact on the Company's financial results;
•risk that the strategic review of our portfolio may cause disruptions to our business or may not result in completion of a transaction to restructure or divest non-core businesses or may not create additional value for our shareholders;
•changes in consumer demand patterns and customer requirements in numerous industries;
•risk of loss of key customers, a reduction in their production requirements, or consolidation among key customers;
•significant competition in the industries and regions in which we operate;
•an inability to expand our current business effectively through either organic growth, including product innovation, investments, or acquisitions;
•challenging global economic conditions;
•impacts of operating internationally;
•price fluctuations or shortages in the availability of raw materials, energy and other inputs, which could adversely affect our business;
•production, supply, and other commercial risks, including counterparty credit risks, which may be exacerbated in times of economic volatility;
•pandemics, epidemics, or other disease outbreaks;
•an inability to attract, develop, and retain our skilled workforce and manage key transitions;
•labor disputes and an inability to renew collective bargaining agreements at acceptable terms;
•physical impacts of climate change;
•significant disruption at a key manufacturing facility;
•cybersecurity risks, which could disrupt our operations or risk of loss of our sensitive business information;
•failures or disruptions in our information technology systems which could disrupt our operations, compromise customer, employee, supplier, and other data;
•rising interest rates that increase our borrowing costs on our variable rate indebtedness and could have other negative impacts;
•foreign exchange rate risk;
•a significant write-down of goodwill and/or other intangible assets;
•a failure to maintain an effective system of internal control over financial reporting;
•an inability of our insurance policies, including our use of a captive insurance company, to provide adequate protection against all of the key operational risks we face;
•an inability to defend our intellectual property rights or intellectual property infringement claims against us;
•litigation, including product liability claims or litigation related to Environmental, Social, and Governance ("ESG") matters, or regulatory developments;
•increasing scrutiny and changing expectations from investors, customers, suppliers, and governments with respect to our ESG practices and commitments resulting in additional costs or exposure to additional risks;
•changing ESG government regulations including climate-related rules;
•changing environmental, health, and safety laws;
•changes in tax laws or changes in our geographic mix of earnings; and
•changes in trade policy, including tariff and custom regulations or failure to comply with such regulations.
4
These risks and uncertainties are supplemented by those identified from time to time in our filings with the Securities and Exchange Commission (the "SEC"), including without limitation, those described under Part I, "Item 1A - Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and as updated by our quarterly reports on Form 10-Q. You can obtain copies of Amcor’s filings with the SEC for free at the SEC’s website (www.sec.gov). Forward-looking statements included herein are made only as of the date hereof and Amcor does not undertake any obligation to update any forward-looking statements, or any other information in this communication, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.
5
Part I - Financial Information
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 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||||||||
| Selling, general, and administrative expenses | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Research and development expenses | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Restructuring, transaction and integration expenses, net | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Other income, net | ||||||||||||||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Other non-operating income/(expenses), net | ( | ( | ||||||||||||||||||||||||||||||||||||
| Income before income taxes and equity in income of affiliated companies | ||||||||||||||||||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Equity in income of affiliated companies, net of tax | ||||||||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Net income attributable to non-controlling interests | ( | ( | ||||||||||||||||||||||||||||||||||||
| Net income attributable to Amcor plc | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Basic earnings per share: | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Diluted earnings per share: | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
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.
6
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 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss): | ||||||||||||||||||||||||||||||||||||||
| Net gains on cash flow hedges, net of tax (a) | ||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of tax (b) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Net investment hedge of foreign operations, net of tax (c) | ( | |||||||||||||||||||||||||||||||||||||
Excluded components of fair value hedges | ( | ( | ||||||||||||||||||||||||||||||||||||
Pension, net of tax (d) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total comprehensive income | ||||||||||||||||||||||||||||||||||||||
| Comprehensive income attributable to non-controlling interests | ( | ( | ||||||||||||||||||||||||||||||||||||
| Comprehensive income attributable to Amcor plc | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| (a) Tax expense related to cash flow hedges | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| (b) Tax benefit/(expense) related to foreign currency translation adjustments | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||
| (c) Tax expense related to net investment hedge of foreign operations | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| (d) Tax benefit/(expense) related to pension adjustments | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
7
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 | $ | $ | ||||||||||||
Trade receivables, net of allowance for credit losses of $ | ||||||||||||||
| Inventories, net: | ||||||||||||||
| Raw materials and supplies | ||||||||||||||
| Work in process and finished goods | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Non-current assets: | ||||||||||||||
| Property, plant, and equipment, net | ||||||||||||||
| Operating lease assets | ||||||||||||||
| Deferred tax assets | ||||||||||||||
| Other intangible assets, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Employee benefit assets | ||||||||||||||
| Other non-current assets | ||||||||||||||
| Total non-current assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Current portion of long-term debt | $ | $ | ||||||||||||
| Short-term debt | ||||||||||||||
| Trade payables | ||||||||||||||
| Accrued employee costs | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Non-current liabilities: | ||||||||||||||
| Long-term debt, less current portion | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Deferred tax liabilities | ||||||||||||||
| Employee benefit obligations | ||||||||||||||
| Other non-current liabilities | ||||||||||||||
| Total non-current liabilities | ||||||||||||||
| Total liabilities | $ | $ | ||||||||||||
Commitments and contingencies (See Note 16) | ||||||||||||||
| Shareholders' Equity | ||||||||||||||
| Amcor plc shareholders’ equity: | ||||||||||||||
Ordinary shares ($ | ||||||||||||||
Authorized ( | ||||||||||||||
Issued ( | $ | $ | ||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
Treasury shares ( | ( | ( | ||||||||||||
| Total Amcor plc shareholders' equity | ||||||||||||||
| Non-controlling interests | ||||||||||||||
| Total shareholders' equity | ||||||||||||||
| Total liabilities and shareholders' equity | $ | $ | ||||||||||||
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.
8
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 | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation, amortization, and impairment | ||||||||||||||
| Net periodic benefit cost | ||||||||||||||
| Amortization of debt discount and other deferred financing costs | ||||||||||||||
| Net gain on disposal of property, plant, and equipment | ( | |||||||||||||
| Net gain on disposal of businesses | ( | |||||||||||||
| Equity in income of affiliated companies | ( | ( | ||||||||||||
| Net foreign exchange loss | ||||||||||||||
| Share-based compensation | ||||||||||||||
| Other, net | ||||||||||||||
| Loss from highly inflationary accounting for Argentine subsidiaries | ||||||||||||||
| Deferred income taxes, net | ( | ( | ||||||||||||
| Changes in operating assets and liabilities, excluding effect of acquisitions, divestitures, and currency | ( | ( | ||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Business acquisitions | ( | ( | ||||||||||||
| Purchase of property, plant, and equipment, and other intangible assets | ( | ( | ||||||||||||
| Proceeds from divestitures, net of cash divested | ||||||||||||||
| Proceeds from sales of property, plant, and equipment, and other intangible assets | ||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds from exercise of options | ||||||||||||||
| Purchase of treasury shares and tax withholdings for share-based incentive plans | ( | ( | ||||||||||||
| Proceeds from issuance of long-term debt | ||||||||||||||
| Repayment of long-term debt | ( | ( | ||||||||||||
| Financing-related transaction fees | ( | |||||||||||||
| Net borrowing/(repayment) of commercial paper | ( | |||||||||||||
| Net repayment of short-term debt | ( | ( | ||||||||||||
| Repayment of lease liabilities | ( | ( | ||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Net cash provided by/(used in) financing activities | ( | |||||||||||||
| Effect of exchange rates on cash and cash equivalents | ( | |||||||||||||
| Net increase/(decrease) in cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents balance at beginning of year | ||||||||||||||
| Cash and cash equivalents balance at end of period | $ | $ | ||||||||||||
| Supplemental cash flow information: | ||||||||||||||
| Interest paid, net of amounts capitalized | $ | $ | ||||||||||||
| Income taxes paid | $ | $ | ||||||||||||
| Supplemental non-cash disclosures relating to investing and financing activities: | ||||||||||||||
| Purchase of property, plant, and equipment, accrued but unpaid | $ | $ | ||||||||||||
| Contingent purchase considerations related to acquired businesses, accrued but not paid | $ | $ | ||||||||||||
See accompanying notes to condensed consolidated financial statements.
9
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 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Options exercised and shares vested, and related tax withholdings | ( | |||||||||||||||||||||||||||||||||||||||||||
| Net settlement of forward contracts to purchase own equity for share-based incentive plans, net of tax | ||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury shares | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||||||||||||||||||||
| Change in non-controlling interests | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Options exercised and shares vested, and related tax withholdings | ( | |||||||||||||||||||||||||||||||||||||||||||
| Net settlement of forward contracts to purchase own equity for share-based incentive plans, net of tax | ||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury shares | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||||||||||||||||||||
| Change in non-controlling interests | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for share-based awards | ( | |||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Options exercised and shares vested, and related tax withholdings | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||||||||||||||||||||
| Change in non-controlling interests | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for share-based awards | ( | |||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Options exercised and shares vested, and related tax withholdings | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Net settlement of forward contracts to purchase own equity for share-based incentive plans, net of tax | ||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury shares | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||||||||||||||||||||
| Change in non-controlling interests | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
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.
10
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.
11
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.
12
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 $5.2 billion of debt was assumed by Amcor.
| ($ in millions, except price per share) | |||||
| Berry shares outstanding at April 30, 2025 (in millions) | |||||
| Share Exchange Ratio (1) | |||||
| Price per Share (Based on Amcor’s closing share price on April 30, 2025) (1) | $ | ||||
| Total equity consideration issued to legacy Berry shareholders | $ | ||||
| Issuance of replacement equity awards | $ | ||||
| Repayment of outstanding Berry indebtedness upon consummation of Merger | $ | ||||
| Total consideration | $ | ||||
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.
13
| ($ in millions) | Purchase Price Allocation as per June 30, 2025 | Measurement Period Adjustments | Revised Preliminary Purchase Price Allocation | ||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||
| Trade receivables | ( | ||||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Property, plant, and equipment | ( | ||||||||||
| Operating lease assets | |||||||||||
| Deferred tax assets | |||||||||||
| Other intangible assets | ( | ||||||||||
| Employee benefit assets | |||||||||||
| Other non-current assets | ( | ||||||||||
| Total identifiable assets acquired | $ | $ | |||||||||
| Current portion of long-term debt | $ | $ | $ | ||||||||
| Short term debt | |||||||||||
| Trade payables | |||||||||||
| Accrued employee costs | |||||||||||
| Other current liabilities | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Long-term debt, less current portion | |||||||||||
| Deferred tax liabilities | ( | ||||||||||
| Employee benefit obligations | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities assumed | $ | $ | |||||||||
| Net identifiable assets acquired | $ | $ | |||||||||
| Fair value of non-controlling interest | ( | ( | $ | ( | |||||||
| Goodwill | |||||||||||
| Net assets acquired | $ | $ | |||||||||
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 | $ | |||||||
| Technology | ||||||||
| Other | ||||||||
| Total other intangible assets | $ | |||||||
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
14
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 $15 million which was recorded as other income, net, within the unaudited condensed consolidated statements of income. The proceeds from the sale were used to reduce the Company's debt.
15
Note 4 - Restructuring, Transaction, and Integration Expenses, Net
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Transaction costs | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||
| Restructuring, integration and related expenses, net (1) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Restructuring, transaction, and integration expenses, net | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||
(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.
16
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 $63 million in general integration expenses to date, in both reportable segments and Corporate.
Other Restructuring Plans
The Company has entered into other individually immaterial restructuring plans ("Other Restructuring Plans"). Expenses incurred on such programs are primarily costs to move equipment and other costs.
Consolidated Restructuring Plans
17
| ($ in millions) | Berry Plan (1) | 2023 Restructuring Plan (2) | Other Restructuring Plans (3) | Total Restructuring and Related Expenses | |||||||||||||||||||||||||
| Fiscal year 2025, first quarter | |||||||||||||||||||||||||||||
| Fiscal year 2025, second quarter | |||||||||||||||||||||||||||||
| Fiscal year 2026, first quarter | |||||||||||||||||||||||||||||
| Fiscal year 2026, second quarter | |||||||||||||||||||||||||||||
(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 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Fixed asset related expenses/(gains) (1) | ( | |||||||||||||||||||||||||||||||||||||
| Other expenses | ||||||||||||||||||||||||||||||||||||||
| Total restructuring expenses, net | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(1) The six months ended December 31, 2025 includes a net gain on disposal of $21 million.
| ($ in millions) | Employee Costs | Fixed Asset Related Costs | Other Costs | Total Restructuring Costs | ||||||||||||||||||||||
| Liability balance as of June 30, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
| Net charges to earnings | ||||||||||||||||||||||||||
| Cash paid | ( | ( | ( | ( | ||||||||||||||||||||||
| Non-cash and other | ( | ( | ( | ( | ||||||||||||||||||||||
| Liability balance as of December 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
The majority of the accruals related to restructuring activities have been recorded on the unaudited condensed consolidated balance sheets under other current liabilities.
18
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.
19
Note 7 - Goodwill and Other Intangible Assets, Net
Goodwill
| ($ in millions) | Global Flexible Packaging Solutions Segment | Global Rigid Packaging Solutions Segment | Total | |||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | |||||||||||||||||
| Acquisitions and acquisition adjustments (1) | ||||||||||||||||||||
| Foreign currency translation | ||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | |||||||||||||||||
(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
| December 31, 2025 | ||||||||||||||||||||
| ($ in millions) | Gross Carrying Amount | Accumulated Amortization and Impairment (1) | Net Carrying Amount | |||||||||||||||||
| Customer relationships | $ | $ | ( | $ | ||||||||||||||||
| Computer software | ( | |||||||||||||||||||
| Other | ( | |||||||||||||||||||
| Total other intangible assets, net | $ | $ | ( | $ | ||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||
| ($ in millions) | Gross Carrying Amount | Accumulated Amortization and Impairment (1) | Net Carrying Amount | |||||||||||||||||
| Customer relationships | $ | $ | ( | $ | ||||||||||||||||
| Computer software | ( | |||||||||||||||||||
| Other | ( | |||||||||||||||||||
| Total other intangible assets, net | $ | $ | ( | $ | ||||||||||||||||
(1)Accumulated amortization and impairment as of December 31, 2025, and June 30, 2025, included $39 13
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 $84 million during the six months ended December 31, 2025, and 2024, respectively.
As of December 31, 2025, the purchase price allocation of the Merger remains preliminary (refer to Note 3, "Acquisitions and Disposals" for further information). As a result of measurement period adjustments identified, the revised expected future amortization expense on its intangible assets is as follows:
20
| ($ in millions) | Amortization expense | |||||||
| Fiscal year 2026 (1) | $ | |||||||
| Fiscal year 2027 | ||||||||
| Fiscal year 2028 | ||||||||
| Fiscal year 2029 | ||||||||
| Fiscal year 2030 | ||||||||
21
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.
| 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) | $ | $ | $ | $ | ||||||||||||||||||||||
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 | $ | $ | $ | $ | ||||||||||||||||||||||
| Forward exchange contracts | ||||||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Contingent purchase consideration | $ | $ | $ | $ | ||||||||||||||||||||||
| Commodity contracts | ||||||||||||||||||||||||||
| Forward exchange contracts | ||||||||||||||||||||||||||
| Interest rate swaps | ||||||||||||||||||||||||||
| Cross currency swaps | ||||||||||||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
22
| June 30, 2025 | ||||||||||||||||||||||||||
| ($ in millions) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | ||||||||||||||||||||||
| Forward exchange contracts | ||||||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Contingent purchase consideration | $ | $ | $ | $ | ||||||||||||||||||||||
| Commodity contracts | ||||||||||||||||||||||||||
| Forward exchange contracts | ||||||||||||||||||||||||||
| Interest rate swaps | ||||||||||||||||||||||||||
| Cross currency swaps | ||||||||||||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
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".
23
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
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.
24
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
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 $3.0
25
Commodity Risk
Certain raw materials used in the Company's production processes are subject to price volatility caused by weather, supply conditions, political and economic variables, including tariffs, and other unpredictable factors. The Company's policy is to minimize exposure to price volatility by passing through the commodity price risk to customers, including through the use of fixed price swaps.
In some cases, the Company purchases, on behalf of customers, fixed price commodity swaps to offset the exposure of price volatility on the underlying sales contracts. These instruments are cash closed out on maturity and the related cost or benefit is passed through to customers. Information about commodity price exposure is derived from supply forecasts submitted by customers and these exposures are hedged by central treasury units. Changes in the fair value of commodity hedges are recognized in AOCI. The cumulative amount of the hedge is recognized in the unaudited condensed consolidated statements of income when the forecasted transaction is realized.
| December 31, 2025 | June 30, 2025 | |||||||||||||
| Commodity | Volume | Volume | ||||||||||||
| Aluminum | ||||||||||||||
| Aluminum Premium (1) | ||||||||||||||
| PET resin | ||||||||||||||
(1)Aluminum Premium represents the regional cost to obtain physical delivery of aluminum and includes shipping, insurance, taxes and freight to a designated offloading harbor in a certain region.
| ($ in millions) | Balance Sheet Location | December 31, 2025 | June 30, 2025 | |||||||||||||||||
| Assets | ||||||||||||||||||||
| Derivatives in cash flow hedging relationships: | ||||||||||||||||||||
| Commodity contracts | $ | $ | ||||||||||||||||||
| Forward exchange contracts | ||||||||||||||||||||
| Total current derivative contracts | ||||||||||||||||||||
| Total non-current derivative contracts | ||||||||||||||||||||
| Total derivative asset contracts | $ | $ | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Derivatives in cash flow hedging relationships: | ||||||||||||||||||||
| Commodity contracts | $ | $ | ||||||||||||||||||
| Forward exchange contracts | ||||||||||||||||||||
Derivatives in net investment hedge relationships: | ||||||||||||||||||||
| Cross currency swaps | ||||||||||||||||||||
| Derivatives not designated as hedging instruments: | ||||||||||||||||||||
| Forward exchange contracts | ||||||||||||||||||||
Cross currency swaps | ||||||||||||||||||||
| Total current derivative contracts | ||||||||||||||||||||
| Derivatives in fair value hedging relationships: | ||||||||||||||||||||
| Interest rate swaps | ||||||||||||||||||||
| Cross currency swaps | ||||||||||||||||||||
| Total non-current derivative contracts | ||||||||||||||||||||
| Total derivative liability contracts | $ | $ | ||||||||||||||||||
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.
26
| 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 | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Treasury locks | Interest expense | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||
| 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 | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
| Interest rate swaps | Other income, net | |||||||||||||||||||||||||||||||||||||||||||
| Cross currency swaps (1) | Other income, net | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||
(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 | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Cross currency swaps (1) | Interest expense | |||||||||||||||||||||||||||||||||||||||||||
| Cross currency swaps | Other income, net | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
27
Note 10 - Components of Net Periodic Benefit Cost
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Amortization of actuarial loss | ||||||||||||||||||||||||||||||||||||||
| Amortization of prior service credit | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Settlement costs | ||||||||||||||||||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
28
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.
29
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.
30
Note 13 - Shareholders' Equity
| Ordinary Shares | Treasury Shares | |||||||||||||||||||||||||
| (shares and $ in millions) | Number of Shares (1) | Amount | Number of Shares (1) | Amount | ||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | ( | |||||||||||||||||||||||
| Options exercised and shares vested | — | — | ( | |||||||||||||||||||||||
| Purchase of treasury shares | — | — | ( | |||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | |||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | ( | |||||||||||||||||||||||
| Options exercised and shares vested | — | — | ( | |||||||||||||||||||||||
| Purchase of treasury shares | — | — | ( | |||||||||||||||||||||||
| Issuance of shares | — | ( | ||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | ( | |||||||||||||||||||||||
(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.
| 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 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||
| Other comprehensive loss before reclassifications | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ||||||||||||||||||||||||||||||||
| Net current period other comprehensive loss | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||
| Other comprehensive income before reclassifications | ||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ||||||||||||||||||||||||||||||||
| Net current period other comprehensive income | ||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||
31
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Amortization of pension: | ||||||||||||||||||||||||||||||||||||||
| Amortization of prior service credit | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Amortization of actuarial loss | ||||||||||||||||||||||||||||||||||||||
| Effect of pension settlement/curtailment | ||||||||||||||||||||||||||||||||||||||
| Total before tax effect | ||||||||||||||||||||||||||||||||||||||
| Tax effect on amounts reclassified into earnings | ||||||||||||||||||||||||||||||||||||||
| Total net of tax | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Losses on cash flow hedges: | ||||||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Treasury locks | ||||||||||||||||||||||||||||||||||||||
| Total before tax effect | ||||||||||||||||||||||||||||||||||||||
| Tax effect on amounts reclassified into earnings | ||||||||||||||||||||||||||||||||||||||
| Total net of tax | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Losses on foreign currency translation | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Total before tax effect | ||||||||||||||||||||||||||||||||||||||
Tax effect on amounts reclassified into earnings | ||||||||||||||||||||||||||||||||||||||
| Total net of tax | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
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.
32
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.
33
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Sales including intersegment sales | ||||||||||||||||||||||||||||||||||||||
| Global Flexible Packaging Solutions | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Global Rigid Packaging Solutions | ||||||||||||||||||||||||||||||||||||||
| Total sales including intersegment sales | ||||||||||||||||||||||||||||||||||||||
| Intersegment sales | ||||||||||||||||||||||||||||||||||||||
| Global Flexible Packaging Solutions | ||||||||||||||||||||||||||||||||||||||
| Global Rigid Packaging Solutions | ||||||||||||||||||||||||||||||||||||||
| Total intersegment sales | ||||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Global Flexible Packaging Solutions | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||
| Global Rigid Packaging Solutions | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Segment expenses and other (1) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||
| Adjusted earnings before interest and taxes ("Adjusted EBIT") | ||||||||||||||||||||||||||||||||||||||
| Global Flexible Packaging Solutions | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Global Rigid Packaging Solutions | ||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Adjusted EBIT | ||||||||||||||||||||||||||||||||||||||
| Less: Amortization of acquired intangible assets from business combinations (2) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Less: Impact of hyperinflation (3) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Less: Transaction costs (4) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Less: Restructuring, integration and related expenses, net (5) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Add/(Less): Other (6) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Equity in income of affiliated companies, net of tax | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Income before income taxes and equity income of affiliated companies | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(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 $15 million, offset by a loss on disposal of a non-core business. Refer to Note 3 - "Acquisitions and Disposals" for further information.
34
Capital expenditures for the acquisition of long-lived assets by reportable segment were:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Global Flexible Packaging Solutions | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Global Rigid Packaging Solutions | ||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total capital expenditures for the acquisition of long-lived assets | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
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 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Global Rigid Packaging Solutions | ||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total depreciation and amortization on long-lived assets | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
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.
| 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 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Latin America | ||||||||||||||||||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||||||||||||||
| Asia Pacific | ||||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Latin America | ||||||||||||||||||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||||||||||||||
| Asia Pacific | ||||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
35
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 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Distributed and undistributed earnings attributable to shares to be repurchased | ( | |||||||||||||||||||||||||||||||||||||
| Net income available to ordinary shareholders of Amcor plc—basic and diluted | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Denominator | ||||||||||||||||||||||||||||||||||||||
| Weighted-average ordinary shares outstanding (1) | ||||||||||||||||||||||||||||||||||||||
| Weighted-average ordinary shares to be repurchased by Amcor plc | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Weighted-average ordinary shares outstanding for EPS—basic | ||||||||||||||||||||||||||||||||||||||
| Effect of dilutive shares | ||||||||||||||||||||||||||||||||||||||
| Weighted-average ordinary shares outstanding for EPS—diluted | ||||||||||||||||||||||||||||||||||||||
| Per ordinary share income | ||||||||||||||||||||||||||||||||||||||
| Basic earnings per ordinary share | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Diluted earnings per ordinary share | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
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.
36
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
37
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
38
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 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
39
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
40
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 $20 billion exchange-rate stabilization agreement it entered into with the United States Treasury Department. We continue to monitor the foreign currency exposure risk of our operations in Argentina, which represented less than 1% of total assets as of December 31, 2025.
41
Results of Operations - Three Months Ended December 31, 2025
Consolidated Results of Operations
| Three Months Ended December 31, | ||||||||||||||
| ($ 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 $7 million, or 2%, mainly reflecting synergy benefits from the Merger and favorable operating cost performance of approximately 15%, partly offset by unfavorable volumes of approximately 8% and unfavorable price/mix impacts of approximately 5%.
42
Global Rigid Packaging Solutions Segment
| Three Months Ended December 31, | ||||||||||||||
| ($ 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 $104 million, or 260%, in the three months ended December 31, 2025, compared to the three months ended December 31, 2024. The increase was primarily driven by the additional intangible assets acquired in the Merger.
43
Consolidated Research and Development Expenses
| Three Months Ended December 31, | ||||||||||||||
| ($ 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 $88 million in the three months ended December 31, 2025, compared to the three months ended December 31, 2024, primarily driven by the additional debt issued and assumed in the Merger.
44
Consolidated Income Tax Expense
| Three Months Ended December 31, | ||||||||||||||
| ($ 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 $43 million discrete benefit from post-acquisition restructuring in the current period.
45
Results of Operations - Six Months Ended December 31, 2025
Consolidated Results of Operations
| Six Months Ended December 31, | ||||||||||||||
| ($ 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 $22 million, or 3%, mainly reflecting synergy benefits from the Merger and favorable operating cost performance of approximately 14%, partially offset by unfavorable volumes of approximately 8% and negative price/mix impacts of approximately 3%.
46
Global Rigid Packaging Solutions Segment
| Six Months Ended December 31, | ||||||||||||||
| ($ 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 $198 million, or 251%, in the six months ended December 31, 2025 compared to the six months ended December 31, 2024. The increase was primarily driven by the additional intangible assets acquired in the Merger.
47
Consolidated Research and Development Expenses
| Six Months Ended December 31, | ||||||||||||||
| ($ 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 $170 million in the six months ended December 31, 2025, compared to the six months ended December 31, 2024, primarily driven by the additional debt issued and assumed in the Merger.
48
Consolidated Income Tax Expense
| Six Months Ended December 31, | ||||||||||||||
| ($ 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.
49
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.
50
(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.
51
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
52
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.
53
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
54
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.
55
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
56
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.
57
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our market risk during the three months ended December 31, 2025. For additional information, refer to Note 8, "Fair Value Measurements," and Note 9, "Derivative Instruments," in the notes to our unaudited condensed consolidated financial statements, and to "Item 7A. - Quantitative and Qualitative Disclosures About Market Risk" of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
58
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Changes in Internal Control Over Financial Reporting
We completed our Merger with Berry on April 30, 2025. As noted under Item 9A, "Controls and Procedures", contained in the Company's Annual Report on Form 10-K for the year ended June 30, 2025, management's assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the merged operations of Berry on April 30, 2025. Under SEC guidelines, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting for a period of up to one year following an acquisition. We are in the process of integrating Berry's and the Company's internal controls over financial reporting. There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the second quarter of fiscal year 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except as noted.
59
Part II - Other Information
Item 1. Legal Proceedings
The material set forth in Note 16, "Contingencies and Legal Proceedings," in "Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements" is incorporated herein by reference.
Item 1A. Risk Factors
Other than the risk factor set forth below, there have been no material changes from the risk factors contained in "Item 1A. - Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. Additional risks not currently known to us or that we currently deem to be immaterial may also materially affect our consolidated financial position, results of operations, or cash flows.
Strategic Review of Portfolio - Our strategic review of our portfolio may cause disruptions to our business, may not result in the completion of a transaction to restructure or divest of non-core businesses or create additional value for our shareholders.
In August 2025, we announced that we had completed a review of portfolio-related strategic alternatives and identified businesses with combined sales of $2.5 billion for further review, which could result in restructuring or sale of the identified businesses, among other options. There is no assurance as to the timeline or outcome of the strategic review process, including that actions taken will increase shareholder value. In addition, the strategic review process may require the deployment of significant resources and expense and cause disruption in our business given speculation and uncertainty around our ultimate actions. If we are unable to mitigate these or other potential risks related to our strategic review of our portfolio, then this process may adversely impact our business, financial condition, results of operations, or cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Share Repurchases
In the quarter ended December 31, 2025, the Company did not maintain a share repurchase program as the prior program had expired on its terms.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended December 31, 2025, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”
60
Item 6. Exhibits
The documents in the accompanying Exhibits Index are filed, furnished, or incorporated by reference as part of this Quarterly Report on Form 10-Q, and such Exhibits Index is incorporated herein by reference.
| Exhibit | Description | ||||||||||||||||
| 3 | .1 | ||||||||||||||||
| 4 | .1 | ||||||||||||||||
| 4 | .2 | Agency Agreement, dated as of November 17, 2025, among Amcor UK Finance plc, as issuer, U.S. Bank Europe DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar and trustee (incorporated by reference to Exhibit 4.2 to Amcor plc's Current Report on Form 8-K filed on November 17, 2025).* | |||||||||||||||
| 4 | .3 | ||||||||||||||||
| 4 | .4 | ||||||||||||||||
| 22 | |||||||||||||||||
| 31 | .1 | ||||||||||||||||
| 31 | .2 | ||||||||||||||||
| 32 | |||||||||||||||||
| 101 | .INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||||||
| 101 | .SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||||||||||
| 101 | .CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||||||||
| 101 | .DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||||||||
| 101 | .LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||||||||||
| 101 | .PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||||||||||||||
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Amcor hereby undertakes to supplementally furnish copies of any omitted schedules and exhibits to the Securities and Exchange Commission upon request.
61
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AMCOR PLC | |||||||||||
| Date | February 4, 2026 | By | /s/ Stephen R. Scherger | ||||||||
| Stephen R. Scherger, Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||
| Date | February 4, 2026 | By | /s/ Julie Sorrells | ||||||||
| Julie Sorrells, Vice President and Corporate Controller (Principal Accounting Officer) | |||||||||||
62
EXHIBIT 22
LIST OF GUARANTORS AND SUBSIDIARY ISSUERS OF GUARANTEED SECURITIES AS OF DECEMBER 31, 2025
The following is a list of guarantors of the 3.100% Senior Notes due 2026, 3.625% Senior Notes due 2026, 4.500% Senior Notes due 2028, 4.800% Senior Notes due 2028, 2.630% Senior Notes due 2030, 5.100% Senior Notes due 2030, 2.690% Senior Notes due 2031, and 5.500% Senior Notes due 2035 issued by Amcor Flexibles North America, Inc. The issuer is a wholly owned subsidiary of Amcor plc.
| Name of Guarantor | Jurisdiction of Incorporation | |||||||
| Amcor plc | Jersey | |||||||
| Amcor UK Finance plc | United Kingdom | |||||||
| Amcor International UK plc | United Kingdom | |||||||
| Amcor Group Finance plc | United Kingdom | |||||||
| Amcor Finance (USA) Inc. | United States of America | |||||||
| Berry Global Group, Inc. | United States of America | |||||||
| Berry Global, Inc. | United States of America | |||||||
The following is a list of guarantors of the 1.125% Senior Notes due 2027, 3.950% Senior Notes due 2032, 3.200% Senior Notes due 2029, and 3.750% Senior Notes due 2033 issued by Amcor UK Finance plc, a wholly owned subsidiary of Amcor plc.
| Name of Guarantor | Jurisdiction of Incorporation | |||||||
| Amcor plc | Jersey | |||||||
| Amcor Group Finance plc | United Kingdom | |||||||
| Amcor International UK plc | United Kingdom | |||||||
| Amcor Flexibles North America, Inc. | United States of America | |||||||
| Amcor Finance (USA) Inc. | United States of America | |||||||
| Berry Global Group, Inc. | United States of America | |||||||
| Berry Global, Inc. | United States of America | |||||||
The following is a list of guarantors of the 5.625% Senior Notes due 2033 issued by Amcor Finance (USA), Inc., a wholly owned subsidiary of Amcor plc.
| Name of Guarantor | Jurisdiction of Incorporation | |||||||
| Amcor plc | Jersey | |||||||
| Amcor UK Finance plc | United Kingdom | |||||||
| Amcor International UK plc | United Kingdom | |||||||
Amcor Group Finance plc | United Kingdom | |||||||
| Amcor Flexibles North America, Inc. | United States of America | |||||||
| Berry Global Group, Inc. | United States of America | |||||||
| Berry Global, Inc. | United States of America | |||||||
The following is a list of guarantors of the 5.450% Senior Notes due 2029 issued by Amcor Group Finance plc, a wholly owned subsidiary of Amcor plc.
| Name of Guarantor | Jurisdiction of Incorporation | |||||||
| Amcor plc | Jersey | |||||||
| Amcor UK Finance plc | United Kingdom | |||||||
| Amcor International UK plc | United Kingdom | |||||||
| Amcor Flexibles North America, Inc. | United States of America | |||||||
| Amcor Finance (USA) Inc. | United States of America | |||||||
| Berry Global Group, Inc. | United States of America | |||||||
| Berry Global, Inc. | United States of America | |||||||
The following is a list of guarantors of the 1.570% First Priority Senior Secured Notes due 2026 issued by Berry Global, Inc., a wholly owned subsidiary of Amcor plc.
| Name of Guarantor | Jurisdiction of Incorporation | |||||||
| Amcor plc | Jersey | |||||||
| Berry Global Group, Inc. | United States of America | |||||||
The following is a list of guarantors 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 Global, Inc., a wholly owned subsidiary of Amcor plc.
| Name of Guarantor | Jurisdiction of Incorporation | |||||||
| Amcor plc | Jersey | |||||||
| Amcor UK Finance plc | United Kingdom | |||||||
| Amcor International UK plc | United Kingdom | |||||||
| Amcor Flexibles North America, Inc. | United States of America | |||||||
| Amcor Finance (USA) Inc. | United States of America | |||||||
| Amcor Group Finance plc | United Kingdom | |||||||
EXHIBIT 31.1
RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CEO
I, Peter Konieczny, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Amcor plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date | February 4, 2026 | /s/ Peter Konieczny | |||||||||
| Peter Konieczny, Chief Executive Officer (Principal Executive Officer) | |||||||||||
EXHIBIT 31.2
RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CFO
I, Stephen R. Scherger, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Amcor plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date | February 4, 2026 | /s/ Stephen R. Scherger | |||||||||
| Stephen R. Scherger, Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||
EXHIBIT 32
SECTION 1350 CERTIFICATIONS OF CEO AND CFO
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that the Quarterly Report on Form 10-Q of Amcor plc for the quarter ended December 31, 2025 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Amcor plc.
| /s/ Peter Konieczny | /s/ Stephen R. Scherger | ||||||||||
| Peter Konieczny, Chief Executive Officer (Principal Executive Officer) | Stephen R. Scherger, Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||||||||||
| Date | February 4, 2026 | Date | February 4, 2026 | ||||||||