Amcor plc

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 exclude or adjust for factors that management does not consider indicative of the Company's ongoing operating performance. 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 the three months ended September 30, 2026, and 2025 is as follows:

(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)For the three months ended September 30, 2026, Portfolio review disposal costs include costs related to the Company's fiscal year 2026 divestitures and other impairments. For the three months ended September 30, 2025, Portfolio review disposal costs include incremental transaction costs related to the Merger. Refer to Note 4, "Restructuring, Transaction, and Integration Expenses, Net".

(4)For the three months ended September 30, 2026, the Restructuring, integration and related expenses, net, includes costs incurred in connection with the Berry Plan and Other Restructuring Plans. For the three months ended September 30, 2025, Restructuring, integration and related expenses, net primarily included costs incurred in connection with the Berry Plan. Refer to Note 5, "Restructuring" for further information.

(5)Property and other losses, net, include property claims and losses related to fire damage incurred at our manufacturing sites, net of any insurance recoveries.

(6)Fiscal year end change expenses include incremental expenses incurred in connection with the Company's change of fiscal year end.

(7)For the three months ended September 30, 2026, Other includes various expense and income items primarily relating to professional fees and pension settlements of $7 million. For the three months ended September 30, 2025, Other included various expense and income items primarily relating to legal matters.

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

(9)Net tax impact on items (1) through (8) above.

Reconciliation of Net Debt

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

(1)Refer to our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, Note 14 - "Debt", and Note 11 - "Debt" in "Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements" for additional information on debt maturities.