Amcor plc (AMCR) FY 2026 MD&A

Item 7. - Management's Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 8 of this Annual Report on Form 10-K.

The following is a discussion and analysis of changes in the results of operations for fiscal year 2026 compared to fiscal year 2025. A discussion and analysis regarding our results of operations for fiscal year 2025, compared to fiscal year 2024 that are not included in this Annual Report on Form 10-K can be found in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on August 15, 2025 and incorporated by reference.

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

Two Year Review of Results

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Overview

Amcor is the global leader in developing and producing responsible primary 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 2026, approximately 75,000 Amcor people generated $23.5 billion in annual sales from operations that span approximately 400 locations in more than 40 countries.

In the third quarter of fiscal year 2026, we began reporting certain flexible operations in Latin America that were previously reported in our Global Flexible Packaging Solutions reportable segment in our Global Rigid Packaging Solutions reportable segment as we have consolidated management of our flexible and rigid packaging solutions operations in Latin America under one management team and our Chief Operating Decision Maker reviews results under this new structure. Prior period amounts have been recast to conform with current period presentation.

In May 2026, our Board of Directors approved a change in our fiscal year end from June 30 to December 31. The fiscal year end change will be effective for the period beginning July 1, 2026.

Significant Developments and Trends

Merger with Berry Global Group, Inc.

On November 19, 2024, the Company, Aurora Spirit, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Berry Global Group, Inc., a Delaware corporation (“Berry”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provided for the merger of Merger Sub with and into Berry (the “Merger”), with Berry surviving the Merger as a wholly-owned subsidiary of Amcor. On April 30, 2025, we completed the transactions called for by the Merger Agreement 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 (pre 1-for-5 reverse stock split), 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 II, Item 8 - Financial Statements, Note 4, "Acquisitions and Divestitures" and Note 14, "Debt" 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 June 30, 2028. The total Berry Plan pre-tax cash cost is estimated at $280 million, net, including restructuring activities and general integration expenses. The Berry Plan is expected to be completed by June 30, 2028.

The Company incurred $104 million in employee related expenses, $26 million in other restructuring activities, $45 million in restructuring related expenses, and $19 million on fixed asset related items (net of gains on asset disposals), with

$88 million incurred in the Global Flexible Packaging Solutions reportable segment, $90 million incurred in the Global Rigid Packaging Solutions reportable segment, and $16 million incurred in Corporate, in fiscal year 2026. The Company also incurred $51 million in integration activities in fiscal year 2026 in both the Global Flexible Packaging Solutions segment and the Global Rigid Packaging Solutions segment and Corporate. Net cash expenditures of approximately $157 million have been incurred in fiscal year 2026 for restructuring and general integration activities, with $103 million representing payments for restructuring and related expenses. For further information, refer to Note 5, "Restructuring, Transaction, and Integration Expenses, Net," and Note 6, "Restructuring" of "Part II, Item 8, Notes to Consolidated Financial Statements.

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

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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 sales or a combination thereof. In fiscal year 2026, we sold four businesses identified as part of the strategic review for cash proceeds of $298 million, excluding deferred consideration. We also sold our investment in ePac for estimated proceeds of $79 million, including contingent and deferred consideration. Refer to Note 4 - "Acquisitions and Divestitures" for further information. While we continue to progress in our strategic alternatives review, we have not identified a set deadline or definitive timetable for completion of the strategic alternatives review process and related actions. Refer to the risk factor captioned "Strategic Review of Portfolio" in "Item 1A. - Risk Factors" of this Annual Report on Form 10-K for additional information.

Economic and Market Conditions

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

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

In response to these conditions, we have remained focused on executing price and cost actions to mitigate the impact of cost inflation and on aligning our cost base with prevailing market conditions, and we expect to continue these efforts. However, these actions may not be sufficient to fully offset the effects of these macroeconomic and geopolitical factors. There is no assurance that ongoing geopolitical tensions, including tariff-related developments and other macroeconomic factors, will not negatively impact our business, financial condition, results of operations, or cash flows. Refer to the risk factor captioned "Trade Policy - Our business may be impacted by changes to trade policy, including tariff and custom regulations, or failure to comply with such regulations may have an adverse effect on our reputation, business, financial condition and results of operations" in "Item 1A. - Risk Factors" of this Annual Report on Form 10-K for additional information.

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. Following the governmental election in the second quarter of fiscal year 2024, Argentina devalued the Argentine Peso by approximately 55% against the U.S. dollar. In April 2025, the Argentine government lifted its capital controls over the Argentine peso and implemented a currency band within which the government will allow the Argentine peso to trade against the U.S. dollar which enables the Central Bank of Argentina to increase its reserves. The measures taken in April 2025 resulted in a devaluation of approximately 10%. In December 2025, the Central Bank of Argentina 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. Highly inflationary accounting resulted in a negative impact of $19 million, $16 million and $53 million in foreign currency transaction losses that were reflected in the consolidated statements of income for the fiscal years ended June 30, 2026, 2025, and 2024, respectively. We continue to monitor the foreign currency exposure risk of our operations in Argentina, which represented less than 1% of total assets as of June 30, 2026.

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Results of Operations

Consolidated Results of Operations

Net sales increased by $8,497 million, or 57%, in fiscal year 2026, compared to fiscal year 2025. Excluding the increase of sales from the Merger, net of divestments, of approximately $7,864 million, or 52%, the positive currency impacts of approximately $649 million, and the positive impacts from the pass-through of higher raw material costs of approximately $240 million, the remaining variation in net sales for fiscal year 2026 was a decrease of approximately $260 million or 2%, primarily reflecting lower sales volume.

Net income attributable to Amcor plc increased by $595 million, or 116%, in fiscal year 2026, compared to fiscal year 2025. This is mainly due to increased gross profit of $1,856 million, increased other income, net of $113 million, increased interest income of $17 million, and lower restructuring, transaction and integration expenses, net of $9 million associated with the Merger, partially offset by higher selling, general, and administrative expenses of $726 million primarily due to the Merger, increase in amortization of acquired intangible assets of $312 million due to the Merger, increased interest expense of $280 million due primarily to Merger related financing and assumed debt, increased research and development expenses of $50 million, and higher income tax expense of $46 million.

Diluted earnings per share ("Diluted EPS") increased by $0.78, or 49%, in fiscal year 2026, compared to fiscal year 2025, with the net income attributable to ordinary shareholders of Amcor plc increasing by 117% due to the above items and the diluted weighted-average number of shares outstanding increasing by 46% in fiscal year 2026, compared to fiscal year 2025. The increase in the diluted weighted-average number of shares outstanding was largely due to the completion of the Merger with Berry and the related share issuances.

Segment Results of Operations

Global Flexible Packaging Solutions Segment

Net sales increased by $2,763 million, or 27%, in fiscal year 2026, compared to fiscal year 2025. Excluding the increase of sales from the Merger, net of divestments, of approximately $2,240 million, or 22%, the positive currency impacts of approximately $333 million, and the positive impacts from the pass-through of higher raw material costs of approximately $240 million, the remaining variation in net sales for fiscal year 2026 was a decrease of approximately $50 million, reflecting unfavorable sales volumes of approximately 1%, partially offset by favorable price/mix impact.

Adjusted earnings before interest and tax ("Adjusted EBIT") increased by $391 million, or 28% in fiscal year 2026, compared to fiscal year 2025. Excluding the positive impacts from the Merger, net of divestments, of approximately $250 million or 18%, and the positive currency impacts of approximately $34 million, the remaining variation in Adjusted EBIT for fiscal year 2026 was an increase of approximately $107 million or 8%, mainly reflecting synergy benefits from the Merger, operating cost performance and productivity benefits of approximately 12%, partially offset by lower volumes of approximately 3%, and unfavorable impacts from price/mix of approximately 1%.

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Global Rigid Packaging Solutions Segment

Net sales increased by $5,734 million, or 116%, in fiscal year 2026, compared to fiscal year 2025. Excluding the increase of sales from the Merger, net of divestments, of approximately $5,624 million, or 114%, and the positive currency impacts of $318 million, the remaining variation in net sales for fiscal year 2026 was a decrease of $208 million, or 4%, reflecting unfavorable volumes of approximately 3% and unfavorable price/mix of approximately 1%. The pass through of movements in raw material costs had no material impact on net sales.

Adjusted EBIT increased by $741 million, or 170%, in fiscal year 2026, compared to fiscal year 2025. Excluding the positive impacts from the Merger, net of divestments, of approximately $635 million, or 146% and the positive currency impacts of $42 million, the remaining variation in adjusted EBIT for fiscal year 2026 was an increase of $64 million, or 15%, reflecting synergy benefits from the Merger and operating cost performance of approximately 26%, partially offset by the negative effect of approximately 11% from unfavorable volumes and lower earnings in non-core businesses.

Consolidated Gross Profit

Gross profit increased by $1,856 million, or 65% in fiscal year 2026, compared to fiscal year 2025. The increase was primarily driven by the Merger and synergies. Gross profit as a percentage of sales increased to 20.0% for fiscal year 2026, driven primarily by synergies and continued disciplined execution against cost and productivity initiatives.

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

SG&A expenses increased by $726 million, or 60%, in fiscal year 2026, compared to fiscal year 2025. The increase was primarily driven by the Merger.

Consolidated Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets increased by $312 million, or 127%, in fiscal year 2026, compared to fiscal year 2025. The increase was primarily driven by the additional amortization on the intangible assets acquired in the Merger.

Consolidated Research and Development Expenses

Research and development expenses increased by $50 million, or 42%, in fiscal year 2026, compared to fiscal year 2025. The increase was primarily driven by the Merger.

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Consolidated Restructuring, Transaction and Integration Expenses, Net

Restructuring, transaction and integration expenses, net decreased by $9 million, or 3%, in fiscal year 2026, compared to fiscal year 2025. The change was a result of a decrease in transaction costs of $137 million and accelerated merger-related compensation of $41 million, partially offset by an increase in restructuring, integration, and related expenses, net of $169 million.

Consolidated Other Income/(Expenses), net

Other income/(expenses), net changed by $113 million, in fiscal year 2026, compared to fiscal year 2025. The change was primarily driven by the cumulative gain on sale of businesses during the fourth quarter of fiscal year 2026 of $56 million.

Consolidated Interest Income

Interest income increased by $17 million, or 35%, in fiscal year 2026, compared to fiscal year 2025, driven by the Merger.

Consolidated Interest Expense

Interest expense increased by $280 million, or 71%, in fiscal year 2026, compared to fiscal year 2025, primarily driven by the additional debt issued and assumed in the Merger.

Consolidated Income Tax Expense

Income tax expense increased by $46 million, or 34%, in fiscal year 2026, compared to fiscal year 2025, primarily due to higher earnings driven by the Merger. The lower effective tax rate for fiscal year 2026 versus fiscal year 2025 is largely attributable to favorable return-to-provision adjustments recorded as current year discrete items identified upon completion of prior year income tax returns, movements in deferred tax positions including releases of valuation allowances, and changes in unrecognized tax benefits which are partially offset by non-deductible expenses related to the Merger.

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Presentation of Non-GAAP Information

This Annual Report on Form 10-K 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, executive 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 fiscal years 2026, 2025, and 2024 is as follows:

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

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

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

(4)Restructuring, integration and related activities, net in fiscal year 2026 primarily includes costs incurred in connection with the Berry Plan. Fiscal year 2025 primarily includes costs incurred in connection with the 2023 Restructuring Plan and the Berry Plan. Fiscal year 2024 primarily includes costs incurred in connection with the 2023 Restructuring Plan. Refer to Note 6, "Restructuring," for further information.

(5)Executive transition costs in fiscal year 2026 reflect accelerated compensation, including share-based compensation, granted to the Company's former executives, and other transition related expenses. Fiscal year 2024 includes expenses incurred in connection with the retirement Chief Executive Officer who retired from that role in April 2024, and other transition related expenses.

(6)Inventory step-up amortization relates to additional amortization incurred on inventories in connection with the Merger.

(7)Accelerated merger-related compensation includes accelerated share-based compensation expense and severance incurred in connection with the Merger.

(8)Portfolio review expenses includes impairment and other incremental expenses incurred in connection with the strategic review of the Company's portfolio alternatives.

(9) Other in fiscal year 2026 includes various expense and income items, primarily relating to pension settlements and related excise taxes of $26 million, professional fees of $12 million, legal related fees of $12 million and other individually immaterial expense items, partially offset by an aggregate pre-tax gain on sale of certain businesses of $56 million (refer to Note 4, "Acquisitions and Divestitures"). Fiscal year 2025 includes various expense and income items primarily relating to pension settlements of $12 million and other minor items primarily including litigation fees and a loss on disposal of a non-core business. These expenses were partially offset by a pre-tax gain on the disposal of Bericap of $15 million (refer to Note 4, "Acquisitions and Divestitures"). Fiscal year 2024 includes fair value losses of $16 million on economic hedges, retroactive foil duties, certain litigation reserve adjustments, and pension settlements, partially offset by changes in contingent purchase consideration.

(10)Adjustments to interest expense for fiscal year 2026 and 2025 includes non-cash amortization of the fair value adjustment to short term debt acquired in connection with the Merger. Refer to Note 4, "Acquisitions and Divestitures".

(11)Net tax impact on items (1) through (10) above.

Reconciliation of Net Debt

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

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Supplemental Guarantor Information

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

•$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 ("Consent Solicitation Notes"), 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 were released.

The below table summarizes the composition of the Obligor Group:

All guarantors fully, unconditionally, and irrevocably guarantee, on a joint and several basis, to each holder of the notes of each series, the due and punctual payment of the principal of, and any premium and interest on, such notes and all other amounts payable, when and as the same shall become due and payable, whether at stated maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of the notes and related indenture. The obligations of the applicable guarantors under their guarantees will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, or similar laws) under applicable law. The guarantees are unsecured and unsubordinated obligations of the guarantors and rank equally with all existing and future unsecured and unsubordinated debt of each guarantor. None of our

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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 Group:

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.

Statement of Income for Obligor Group

($ in millions)

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

Balance Sheet for Obligor Group

($ in millions)

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

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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

Cash Flow Overview

Net Cash Provided by Operating Activities

Net cash provided by operating activities increased by $761 million in fiscal year 2026, compared to fiscal year 2025. The change is primarily driven by higher net income, adjusted for non-cash items, partially offset by higher working

capital outflows in the current period.

Net Cash Used in Investing Activities

Net cash used in investing activities decreased by $1,578 million in fiscal year 2026, compared to fiscal year 2025. The change is primarily driven by higher cash outflows from purchases of property, plant, and equipment, offset by proceeds received from the sale of businesses during the current period and lower cash outflows related to the Merger during the prior period.

Net Cash Provided by/(Used in) Financing Activities

Net cash provided by/(used in) financing activities changed by $2,253 million in fiscal year 2026, compared to fiscal year 2025. The change is primarily driven by higher net debt issuances in the prior period and higher dividend payments in the current period.

Net Debt

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

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

On January 15, 2026, the Company completed the redemption of its 1.57% First Priority Senior Secured Notes with an aggregate principal amount of $1,525 million.

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On March 5, 2026, the Company issued additional guaranteed senior notes in an aggregate principal amount of $1.5 billion (collectively, the “March Notes”). The March Notes consist of (i) $750 million principal amount of 4.25% Guaranteed Senior Notes due 2029 and (ii) $750 million principal amount of 5.125% Guaranteed Senior Notes due 2036. The March Notes are senior unsecured obligations and are unconditionally guaranteed on a senior unsecured basis by the Company and certain of its subsidiaries.

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

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

Short-term debt consists of bank debt with a duration of less than 12 months and bank overdrafts which are classified as current due to the short-term nature of the borrowings, except where we have the ability and intent to refinance and as such extend the debt beyond 12 months. The current portion of long-term debt consists of debt amounts repayable within a year after the balance sheet date.

Our primary bank debt facilities and notes are unsecured and subject to negative pledge arrangements limiting the amount of secured indebtedness incurred outside the guarantor group as well as the secured indebtedness we can incur to an aggregate of 15.0% of our total tangible assets, subject to some exceptions and variations by facility. In addition, the covenants of the bank debt facility 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 June 30, 2026, we were in compliance with all applicable covenants under our bank debt facilities.

Our net debt as of June 30, 2026, and June 30, 2025 was $12.9 billion and $13.3 billion, respectively.

Debt Facilities and Refinancing

As of June 30, 2026, the revolving senior bank debt facility had an aggregate limit of $3.75 billion, of which $1.29 billion had been drawn, resulting in an undrawn credit facility available of $2.46 billion. 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 to be increased by up to $1.0 billion. For further information, refer to Note 14, "Debt" of the notes to consolidated financial statements.

Dividend Payments

In fiscal years 2026, 2025, and 2024, we paid $1,195 million, $845 million, and $722 million, respectively, in dividends. The dividend per share, adjusted for the Reverse Split, has increased in each of the years.

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

During fiscal year 2026, the Company did not maintain a share repurchase program.

We had cash outflows of $29 million, $47 million, and $48 million for the purchase of our shares in the open market during fiscal years 2026, 2025, and 2024, respectively, as treasury shares to satisfy the vesting and exercises of share-based compensation awards. As of June 30, 2026, 2025, and 2024, we held treasury shares at a cost of $16 million, $6 million, and $11 million, representing 0.4 million, 0.1 million, and 0.2 million shares, respectively.

Material Cash Requirements

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Our material cash requirements for future periods from known contractual obligations are included below. We expect to fund these cash requirements primarily through cash flows provided by operating activities, borrowings from banks, and proceeds from issuances of debt and equity. These amounts reflect material cash requirements for which we are contractually committed.

•Debt obligations and interest payments: Refer to Note 14, “Debt” of the notes to consolidated financial statements for additional information about our debt obligations and interest payments and the related timing of these expected payments.

•Operating and finance leases: Refer to Note 15, “Leases” of the notes to consolidated financial statements for information about our lease obligations and the related timing of the expected payments.

•Employee benefit plan obligations: Refer to Note 13, “Defined Benefit Plans” of the notes to consolidated financial statements for additional information about our employee benefit plan obligations and the related timing of the expected payments.

•Capital expenditures: As of June 30, 2026, we have $216 million in committed capital expenditures for fiscal year ending June 30, 2027.

•Other purchase obligations: Amcor has other purchase obligations, including commitments to purchase a specified minimum amount of goods, inclusive of raw materials, utilities, and other. These obligations are legally binding and non-cancellable. Where we are unable to determine the periods in which these obligations could be payable under these contracts, we present the cash requirement in the earliest period in which the minimum obligation could be payable. The estimated future cash outlays are approximately $1.2 billion, $260 million, $190 million, $80 million, and $10 million in years ending June 30, 2027, 2028, 2029, 2030, and 2031, respectively.

Off-Balance Sheet Arrangements

Other than as described under "Material Cash Requirements", we had no significant off-balance sheet contractual obligations or other commitments as of June 30, 2026.

Liquidity Risk and Outlook

Liquidity risk arises from the possibility that we might encounter difficulty in settling our debts or otherwise meeting our obligations related to financial liabilities. We manage liquidity risk centrally and such management involves maintaining available funding and ensuring that we have access to an adequate amount of committed credit facilities. Due to the dynamic nature of our business, the aim is to maintain flexibility within our funding structure through the use of bank overdrafts, bank loans, corporate bonds, unsecured notes, and commercial paper. The following guidelines are used to manage our liquidity risk:

•maintaining undrawn committed liquidity that can be drawn at short notice to cover operational requirements;

•regularly performing a comprehensive analysis of all cash inflows and outflows in relation to operational, investing, and financing activities;

•generally using tradable instruments only in highly liquid markets;

•maintaining a credit investment grade rating with reputable independent rating agencies;

•managing credit risk related to financial assets;

•monitoring the duration of long-term debt;

•only investing surplus cash with major financial institutions or well diversified money market funds; and

•to the extent practicable, spreading the maturity dates of long-term debt facilities.

As of June 30, 2026, and 2025, an aggregate principal amount of $1.29 billion and $1.70 billion, respectively, was drawn under commercial paper programs. However, such programs are backstopped by committed bank syndicated loan facilities maturing in March 2030, with options to extend, under which we had $2.46 billion in unused capacity remaining as of June 30, 2026.

We expect long-term future funding needs to primarily relate to refinancing and servicing our outstanding financial liabilities maturing as outlined above and to finance our capital expenditure and payments for acquisitions that may be completed. We expect to continue to fund our long-term business needs on the same basis as in the past, i.e., partially through the cash flow provided by operating activities available to the business and management of the capital of the business, in particular through issuance of commercial paper and debt securities on a regular basis. We decide on discretionary growth capital expenditures and acquisitions individually based on, among other factors, the return on investment after related financing costs and the payback period of required upfront cash investments in light of our mid-term liquidity planning

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covering a period of four years post the current fiscal year. Our long-term access to liquidity depends on both our results of operations and on the availability of funding in financial markets.

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Critical Accounting Estimates and Judgments

Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, we evaluate our estimates and judgments, including those related to retirement benefits, intangible assets, goodwill, and expected future performance of operations. Our estimates and judgments are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following are critical accounting estimates used in the preparation of our consolidated financial statements. The critical accounting estimates discussed below should be read together with our significant accounting policies in Note 2, “Significant Accounting Policies,” of the notes to consolidated financial statements.

Business Combinations

We record business combinations resulting in the consolidation of an enterprise using the acquisition method of accounting. We recognize the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in an acquired business at their fair values as of the date of acquisition. Goodwill is measured as the excess of the consideration transferred, also measured at fair value, over the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. The acquisition method of accounting requires us to make significant estimates and assumptions, especially with respect to intangible assets.

We use all available information to estimate fair values and typically engage outside appraisal firms to assist in the fair value determination for significant acquisitions. The fair value measurements are based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. Critical estimates in valuing intangible assets include, but are not limited to, expected cash flows from customer relationships, acquired developed technology, corporate trade name and brand names; the period of time we expect to use the acquired intangible asset; and discount rates.

In estimating the future cash flows, we consider demand, competition, other economic factors and actuarial assumptions for defined benefit plans. We utilize common valuation techniques such as discounted cash flows and market approaches, including the relief-from-royalty method to value acquired developed technology, trade names and brand names. Customer relationships are valued using the cost approach or an income approach such as the excess earnings method. We believe our estimates to be based on assumptions that are reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates, which could result in impairment charges in the future.

In connection with a given business acquisition, we may identify pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as part of the fair value estimates acquired and liabilities assumed and, if so, to determine the estimated amounts.

In addition, deferred tax assets and liabilities, uncertain tax positions and related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based on facts and circumstances that existed as of the acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period.

We account for costs to exit or restructure certain activities of an acquired company separately from the business acquisition. A liability for costs associated with an exit or disposal activity is recognized and measured at fair value in the consolidated statement of income in the period in which the liability is incurred.

Pensions

The majority of our principal defined benefit plans are closed to new entrants. The accounting for defined benefit pension plans requires us to recognize the overfunded or underfunded status of the pension plans on our balance sheet. A significant portion of our pension amounts relates to our defined benefit plans in the United States, Switzerland, United Kingdom, and Germany. The net periodic pension cost recorded in fiscal year 2026 was $31 million, compared to net periodic

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pension cost of $32 million in fiscal year 2025 and $12 million in fiscal year 2024. We expect our net periodic pension cost before the effect of income taxes for the next twelve months to be approximately $15 million.

For our sponsored plans, the relevant accounting guidance requires management to make certain assumptions relating to the long-term rate of return on plan assets, discount rates used to determine the present value of future obligations and expenses, salary inflation rates, mortality rates, and other assumptions. We believe the accounting estimates related to our pension plans are critical accounting estimates because they are highly susceptible to change from period to period based on the performance of plan assets, actuarial valuations, market conditions, and contractual benefit changes. The selection of assumptions is based on historical trends, known economic and market conditions at the time of valuation, and independent studies of trends performed by our actuaries. However, actual results may differ substantially from the estimates that were based on the critical assumptions.

The difference between the fair value of plan assets and the projected benefit obligation of a pension plan must be recorded on the consolidated balance sheets as an asset, in the case of an overfunded plan, or as a liability, in the case of an underfunded plan. Gains or losses and prior service costs or credits that arise but are not recognized as components of pension cost are recorded as a component of other comprehensive income/(loss). Pension plan liabilities are revalued annually, or when an event occurs that requires remeasurement, based on updated assumptions and information about the individuals covered by the plan. Accumulated actuarial gains and losses in excess of a 10 percent corridor and the prior service cost are amortized on a straight-line basis from the date recognized over the average remaining service period of active participants or over the average life expectancy for plans with significant inactive participants.

We review annually the discount rates used to calculate the present value of pension plan liabilities. The discount rates used at each measurement date are determined based on a high-quality corporate bond yield curve, derived based on bond universe information sourced from reputable third-party indexes, data providers, and rating agencies. In countries where there is not a deep market for corporate bonds, we generally use a government bond approach to set the discount rate. Additionally, the expected long-term rates of return on plan assets are derived for each benefit plan by considering the expected future long-term return assumption for each individual asset class. A single long-term return assumption is then derived for each plan based on the plan's target asset allocation.

Pension Assumptions Sensitivity Analysis

The following chart depicts the sensitivity of estimated pension expense for the next twelve months to incremental changes in the weighted-average discount rate and expected long-term rate of return on assets.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the aggregate purchase price over the fair value of net assets acquired, including intangible assets. Goodwill is not amortized but is instead tested for impairment annually as of April 1 of each fiscal year, or when events and circumstances indicate an impairment may have occurred. Our reporting units each contain goodwill that is assessed for potential impairment. All goodwill is assigned to a reporting unit, which we have defined as an operating segment, based on the relative fair value of the reporting unit at the time of each acquisition. At June 30, 2026, we have two reporting units which are our reportable segments, Global Flexible Packaging Solutions and Global Rigid Packaging Solutions.

In our impairment analysis, we may elect to first assess qualitative factors to determine whether a quantitative test is necessary. If we determine that a quantitative test is necessary or elect to perform a quantitative test instead of the qualitative test, we derive an estimate of fair values for each of our reporting units using income approaches. The most significant assumptions used in the determination of the estimated fair value of the reporting units are revenue growth, projected operating income growth, market multiples, terminal values, and discount rates. When the carrying value of a reporting unit exceeds its

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fair value, we recognize an impairment loss equal to the difference between the carrying value and estimated fair value of the reporting unit, adjusted for any tax benefits, limited to the amount of the carrying value of goodwill.

Our estimates associated with the goodwill impairment tests are considered critical due to the amount of goodwill recorded on our consolidated balance sheets and the judgment required in determining fair value amounts, including projected future cash flows. Judgment is also used in assessing whether goodwill should be tested more frequently for impairment than annually. Factors such as a significant decrease in expected net earnings, adverse equity market conditions, and other external events, such as significant inflation and rising interest rates, may result in the need for more frequent assessments.

Intangible assets consist primarily of purchased customer relationships, technology, trademarks, and software and are amortized using the straight-line method over their estimated useful lives, ranging from one to twenty years. We review these intangible assets for impairment when changes in circumstances or the occurrence of events suggest that the remaining value is not recoverable. The impairment test requires us to make estimates about fair value, most of which are based on projected future cash flows and discount rates. These estimates and projections require judgments about future events, conditions, and amounts of future cash flows.

Deferred Taxes and Uncertain Tax Positions

Significant judgments and estimates are required in determining our deferred tax assets and liabilities and uncertain tax positions as tax laws are often complex and may be subject to differing interpretations by the taxpayer and the relevant taxing authorities. Determining uncertain tax positions involves evaluating whether the weight of available positive and negative evidence indicates that it is more likely than not that the position taken or expected to be taken in the tax return will be sustained upon tax audit, including resolution of related appeals or litigation processes, if any. The recognized tax benefits are measured as the largest benefit of having a more likely than not likelihood of being sustained upon settlement. Additionally, we are required to assess the likelihood of recovering deferred tax assets against future sources of taxable income which may result in the need for a valuation allowance on deferred tax assets, including operating loss, capital loss, and tax credit carryforwards if we do not reach the more likely than not threshold based on all available evidence. Examples of factors considered in determining deferred tax asset realizability include the expected future performance of operations and taxable earnings, the expected timing of the reversal of temporary differences, as well as the feasibility of tax planning strategies. If actual results differ from these estimates or if there are future changes in tax laws or statutory tax rates, we may need to adjust valuation allowances, or deferred tax liabilities, which could have a material impact on our consolidated financial position and results of operations.

New Accounting Pronouncements

Refer to Note 3, "New Accounting Guidance," of the notes to consolidated financial statements for information about new accounting pronouncements.

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