Amcor plc

Berry Plan

In connection with the acquisition (the "Merger") of Berry Global Group, Inc. ("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 net cash cost is estimated at $280 million, net, including restructuring activities and general integration expenses. As of September 30, 2026, the Company has initiated restructuring projects with an expected net cost of approximately $280 million, including both cash and non-cash costs, of which $127 million relates to employee related expenses, $40 million to fixed asset related expenses (net of expected gains on asset disposals), $48 million to other restructuring expenses, and $65 million to restructuring related expenses. In addition, the Company expects to spend approximately $100 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 June 30, 2028.

In the three months ended September 30, 2026, the Company incurred $5 million in employee related expenses, $5 million in other restructuring activities, $4 million in restructuring related expenses, and $22 million in fixed asset related items (net of gains on asset disposals), with $25 million incurred in the Global Flexible Packaging Solutions reportable segment, $10 million incurred in the Global Rigid Packaging Solutions reportable segment, and $1 million incurred in Corporate. The Company also incurred $3 million in integration activities in the three months ended September 30, 2026 in the Global Flexible Packaging Solutions segment, the Global Rigid Packaging Solutions segment and Corporate. Net cash outflows for restructuring and related expenses for the three months ended September 30, 2026, were $23 million. Net cash expenditures of approximately $35 million to $45 million are expected for the balance of the Transition Period for restructuring and general integration activities, with $30 million to $40 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 of our core portfolio attributes, including attractive growth and margin profiles, favorable industry structure, and scale and leadership positions. Possible actions for these businesses include, but are not limited to, restructuring, partnership and joint venture ownership models, sale 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. In fiscal year 2026, we also sold our investment in ePac Holdings, LLC for estimated proceeds of $79 million, including contingent and deferred consideration. 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.

Economic and Market Conditions

Market dynamics remain challenging, reflecting softer consumer demand and customer order volatility in certain markets, and cost pressures in certain areas, including energy, freight, and distribution costs. These conditions have been 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 in many economies, all of which have adversely affected consumption and consumer demand and increased the risk of a global or regional economic recession. 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.

The ongoing conflict in the Middle East disrupted global energy markets, resulting in significant volatility in energy prices. 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 logistics networks and heightened supply-chain risks, particularly in Asia. Continued uncertainty surrounding the conflict, combined with 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 have resulted, and may continue to 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 have not always been 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.

Highly Inflationary Accounting

We have subsidiaries in Argentina that historically used the Argentine peso as their functional currency. Effective July 1, 2018, following Argentina's designation as a highly inflationary economy for accounting purposes, we changed the functional currency of these subsidiaries to the U.S. dollar, the reporting currency of the parent company. Although the Argentine government has implemented measures intended to stabilize the peso, including rebuilding foreign currency reserves with support from International Monetary Fund programs, the sustainability of these efforts remains dependent on continued reserve accumulation and fiscal discipline.

Highly inflationary accounting resulted in losses on net monetary assets of approximately $1 million and $11 million during the three months ended September 30, 2026 and 2025, respectively. Foreign currency transaction losses recognized in the consolidated statements of income were $3 million and $16 million for the three months ended September 30, 2026 and 2025, respectively. We continue to monitor the foreign currency risks associated with our Argentine operations, which represented less than 1% of our total assets as of September 30, 2026.