Amcor plc
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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Sep 30, 2026 · Filed Nov 5, 2026
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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 a global packaging leader that employs approximately 75,000 individuals and has approximately 400 manufacturing facilities in more than 40 countries.
Today, we are a global leader in developing and producing primary 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 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.
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, 2026, 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. 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, 2026.
There have been no material changes to the accounting policies followed by the Company during the current fiscal year to date. 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 ends 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.
Change in Fiscal Year: Historically, the Company reported on a fiscal year basis starting July 1 and ending June 30. Effective July 1, 2026, the Company transitioned the fiscal year-end from June 30 to December 31. The Company will report its financial results for the six-month transition period of July 1, 2026 through December 31, 2026 (the "Transition Period"), on a Transition Report on Form 10-K/T and will thereafter file an Annual Report on Form 10-K for the first full calendar fiscal year ending on December 31, 2027. In these unaudited condensed consolidated financial statements, the fiscal years ended on June 30, 2026 and June 30, 2025 are referred to as "fiscal year 2026" and "fiscal year 2025", respectively.
Reverse Stock 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"). 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 prior periods presented in the accompanying unaudited condensed consolidated financial statements and applicable disclosures have been adjusted retroactively to reflect the Reverse Split.
Segment Information: Effective January 1, 2026, certain of the Company’s flexible operations in Latin America previously included in the Global Flexible Packaging Solutions reportable segment are now reflected in the Global Rigid Packaging Solutions reportable segment as the Company consolidated management of its flexible and rigid packaging operations under one management team and the Company's Chief Operating Decision Maker is now reviewing results under this new structure. Prior period amounts have been recast to conform with current period presentation. Refer to Note 14, "Segments," for information on the Company's reportable segments.
Note 2 -New Accounting Guidance
Accounting Standards Not Yet Adopted
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 January 1, 2027, and interim reporting periods beginning with the first quarter of the fiscal year beginning January 1, 2028, with early adoption permitted. The Company expects this standard to impact the Company's disclosures with no material impacts to the Company's financial results.
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 periods beginning January 1, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The guidance 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 January 1, 2029, and interim reporting periods within those annual reporting periods, 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.
In May 2026, the FASB issued ASU 2026-02 that establishes guidance on the recognition, measurement, presentation and disclosure of environmental credits and related obligations. The ASU provides a framework for accounting for environmental credit assets, including those generated, purchased or received, and environmental credit obligations. The ASU is effective for the Company beginning January 1, 2028, and early adoption is permitted. 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.
Note 3 -Acquisitions
Fiscal Year 2026
On August 29, 2025, the Company completed the acquisition of a 100% equity interest in a Brazilian entity manufacturing rigid packaging. The purchase consideration amounted to $17 million. The acquisition was part of the Company's Global Rigid Packaging Solutions reportable segment and resulted in the recognition of acquired identifiable net assets of $16 million and goodwill of $1 million. Goodwill is not deductible for tax purposes. The fair values of the identifiable net assets acquired and goodwill were based on market and cost valuation methods.
Note 4 -Restructuring, Transaction, and Integration Expenses, Net
Restructuring, transaction and integration expenses, net, as reported on the unaudited condensed consolidated statements of income are summarized as follows:
| Three Months Ended September 30, | ||
|---|---|---|
| ($ in millions) | 2026 | 2025 |
| Transaction costs | $— | $(22) |
| Restructuring, integration and related expenses, net (1) | (62) | (53) |
| Restructuring, transaction, and integration expenses, net | $(62) | $(75) |
(1)Includes restructuring and related expenses of $59 million and integration costs of $3 million for the three months ended September 30, 2026. Includes restructuring and related expenses of $45 million and integration costs of $8 million for the three months ended September 30, 2025.
Transaction costs include advisory services, financing-related, legal, and other costs associated with the Merger.
Refer to Note 5, "Restructuring" for information on restructuring, integration and other related expenses, net.
Note 5 -Restructuring
Restructuring and related expenses, net, were $59 million and $45 million during the three months ended September 30, 2026, and 2025, 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 months ended September 30, 2026, and 2025 consisted primarily of restructuring activities related to the Berry Plan (as defined below), with the remaining activities related to Other Restructuring Plans (as defined 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 expenses provides more complete information on its restructuring activities.
Berry Plan
In connection with the Merger, 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 net cash cost is estimated at $280 million, 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 expenses. 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 June 30, 2028.
In the three months ended September 30, 2026, the Company incurred $5 million in employee related expenses, $22 million in fixed asset related expenses, $5 million in other restructuring, and $4 million in restructuring related expenses, 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. Net cash outflows for restructuring and related expenses for the three months ended September 30, 2026, were approximately $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.
From the initiation of the Berry Plan through September 30, 2026, the Company has incurred $123 million in employee related expenses, $41 million on fixed asset related items (net of gains on asset disposals), $31 million in other restructuring and $49 million in restructuring related expenses, with $103 million incurred in the Global Flexible Packaging Solutions reportable segment, $124 million incurred in the Global Rigid Packaging Solutions reportable segment, and $17 million incurred in Corporate. To date, the Berry Plan has resulted in approximately $130 million of restructuring net cash outflows. The Company has also incurred $87 million in general integration expenses to date, in both reportable segments and Corporate.
Other Restructuring Plans
The Company has entered into other individually immaterial restructuring plans ("Other Restructuring Plans") that are not associated with the Company's major restructuring initiatives. Expenses incurred on such programs primarily consist of employee related expenses, costs to move equipment and other costs.
Consolidated Restructuring Plans
The total restructuring and related costs incurred in the first quarter of fiscal year 2026 and the Transition Period are as follows:
| ($ in millions) | Berry Plan (1) | Other Restructuring Plans (2) | Total Restructuring and Related Expenses |
|---|---|---|---|
| Fiscal year 2026, first quarter | 40 | 5 | 45 |
| Transition Period, first quarter | 36 | 23 | 59 |
(1)Includes restructuring related expenses of $2 million and $4 million for the first quarter of fiscal year 2026 and the first quarter of the Transition Period, respectively.
(2)Includes restructuring related expenses of $2 million and $2 million for the first quarter of fiscal year 2026 and the first quarter of the Transition Period, respectively.
An analysis of the restructuring charges by type incurred is as follows:
| Three Months Ended September 30, | ||
|---|---|---|
| ($ in millions) | 2026 | 2025 |
| Employee related expenses | $17 | $48 |
| Fixed asset related expenses/(gains) (1) | 22 | (12) |
| Other expenses | 14 | 5 |
| Total restructuring expenses, net | $53 | $41 |
(1) Three months ended September 30, 2025 include a net gain on disposal of $21 million.
An analysis of the Company's restructuring plan liability, not including restructuring related liabilities, is as follows:
| ($ in millions) | Employee Costs | Fixed Asset Related Costs | Other Costs | Total Restructuring Costs |
|---|---|---|---|---|
| Liability balance as of June 30, 2026 | $105 | $— | $11 | $116 |
| Net charges to earnings | 17 | 23 | 14 | 54 |
| Cash paid | (14) | — | (15) | (29) |
| Non-cash and other | — | (23) | — | (23) |
| Foreign currency translation | — | — | — | — |
| Liability balance as of September 30, 2026 | $108 | $— | $10 | $118 |
The table above includes liabilities arising from the above restructuring plans. The majority of the liabilities related to restructuring activities have been recorded on the unaudited condensed consolidated balance sheets under other current liabilities.
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 payment terms negotiated with suppliers under these arrangements are consistent with industry norms and are 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.
All outstanding amounts related to suppliers participating in the SCF programs are reflected in trade payables in the Company’s unaudited condensed consolidated balance sheets, and associated payments are included in operating activities within the Company’s unaudited condensed consolidated statements of cash flows. As of September 30, 2026, and June 30, 2026, the amounts due to suppliers participating in the Company’s SCF programs amounted to $0.7 billion and $0.8 billion, respectively.
Note 7 -Goodwill and Other Intangible Assets, Net
Goodwill
Changes in the carrying amount of goodwill attributable to each reportable segment were as follows:
| ($ in millions) | Global Flexible Packaging Solutions Segment | Global Rigid Packaging Solutions Segment | Total |
|---|---|---|---|
| Balance as of June 30, 2026 | $6,019 | $6,056 | $12,075 |
| Foreign currency translation | (3) | (12) | (15) |
| Balance as of September 30, 2026 | $6,016 | $6,044 | $12,060 |
Goodwill is not amortized but is tested for impairment annually, or during interim periods if events or circumstances arise which indicate that goodwill may be impaired.
Other Intangible Assets, Net
Other intangible assets, net were comprised of the following:
| ($ in millions) | Gross Carrying Amount | Accumulated Amortization and Impairment (1) | Net Carrying Amount |
|---|---|---|---|
| Customer relationships | $7,579 | $(1,599) | $5,980 |
| Computer software | 351 | (233) | 118 |
| Other | 749 | (399) | 350 |
| Total other intangible assets, net | $8,679 | $(2,231) | $6,448 |
| ($ in millions) | Gross Carrying Amount | Accumulated Amortization and Impairment (1) | Net Carrying Amount |
|---|---|---|---|
| Customer relationships | $7,580 | $(1,478) | $6,102 |
| Computer software | 348 | (230) | 118 |
| Other | 751 | (383) | 368 |
| Total other intangible assets, net | $8,679 | $(2,091) | $6,588 |
(1)Accumulated amortization and impairment as of September 30, 2026, and June 30, 2026, included $50 million and $52 million, respectively, of accumulated impairment in the Other category. In addition, September 30, 2026, and June 30, 2026, included $13 million of accumulated impairment in the computer software category.
Amortization expense for intangible assets, including software amortization, was $152 million and $137 million during the three months ended September 30, 2026, and 2025, respectively.
Note 8 -Fair Value Measurements
The fair values of the Company's financial assets and financial liabilities listed below reflect the amounts that would be received to sell the assets or paid to transfer the liabilities in an orderly transaction between market participants at the measurement date (exit price).
The Company's non-derivative financial instruments primarily include cash and cash equivalents, trade receivables, trade payables, short-term debt, and long-term debt. As of September 30, 2026, and June 30, 2026, the carrying value of these financial instruments, excluding long-term debt, approximated fair value because of the short-term nature of these instruments.
The carrying value of long-term debt with variable interest rates approximates its fair value. The fair value of the Company's long-term debt with fixed interest rates is based on observable market prices, if available, or expected future cash flows discounted at prevailing market interest rates for debt with similar terms and risk profiles.
The carrying values and estimated fair values of the Company's senior unsecured bonds are presented below. For the periods presented, this debt consists solely of fixed-rate bonds. Carrying values reflect unamortized debt issuance costs and applicable fair value hedge basis adjustments. Estimated fair values reflect the aggregate market values of the underlying bonds and excludes the fair values of the related interest rate swaps.
| September 30, 2026 | June 30, 2026 | |||
|---|---|---|---|---|
| Carrying Value | Fair Value | Carrying Value | Fair Value | |
| ($ in millions) · (Level 2) · (Level 2) | ||||
| Senior unsecured bonds | $12,171 | $11,846 | $12,503 | $12,525 |
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
Additionally, the Company measures and records certain assets and liabilities, including derivative instruments and contingent purchase consideration liabilities, at fair value. The following tables summarize the fair values of these instruments, which are measured at fair value on a recurring basis, by level, within the fair value hierarchy:
| ($ in millions) | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Assets | ||||
| Contingent sale consideration | $— | $— | $5 | $5 |
| Commodity contracts | — | 2 | — | 2 |
| Forward exchange contracts | — | 12 | — | 12 |
| Total assets measured at fair value | $— | $14 | $5 | $19 |
| Liabilities | ||||
| Contingent purchase consideration | $— | $— | $6 | $6 |
| Commodity contracts | — | 1 | — | 1 |
| Forward exchange contracts | — | 5 | — | 5 |
| Interest rate swaps | — | 72 | — | 72 |
| Cross currency swaps | — | 367 | — | 367 |
| Total liabilities measured at fair value | $— | $445 | $6 | $451 |
| ($ in millions) | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Assets | ||||
| Contingent sale consideration | $— | $— | $5 | $5 |
| Commodity contracts | — | 5 | — | 5 |
| Forward exchange contracts | — | 3 | — | 3 |
| Total assets measured at fair value | $— | $8 | $5 | $13 |
| Liabilities | ||||
| Contingent purchase consideration | $— | $— | $6 | $6 |
| Commodity contracts | — | 2 | — | 2 |
| Forward exchange contracts | — | 5 | — | 5 |
| Interest rate swaps | — | 60 | — | 60 |
| Cross currency swaps | — | 404 | — | 404 |
| Total liabilities measured at fair value | $— | $471 | $6 | $477 |
The fair value of the commodity contracts was determined using a discounted cash flow analysis based on the terms of the contracts and observed market forward prices discounted at a currency specific rate. Forward exchange contract fair values were determined based on quoted prices for similar assets and liabilities in active markets using inputs such as currency rates and forward points. The fair value of the interest rate swaps was determined using a discounted cash flow method based on market-based swap yield curves, taking into account current interest rates. The fair value of the cross currency swaps was determined using a discounted cash flow method based on market-observed currency rates, forward points, and swap yield curves, adjusted for current interest rates in the respective currencies.
Contingent purchase consideration liabilities arise from business acquisitions and other investments. As of September 30, 2026, the Company had contingent purchase consideration liabilities of $6 million. Contingent sale consideration assets relate to the sale of ePac Holdings, LLC in fiscal year 2026. The fair values of the contingent purchase consideration liabilities and contingent sale consideration assets 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 requires adjustments 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. Contingent sale consideration is included in other non-current assets 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 cost of disposal. 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 September 30, 2026, the Company had identified net assets held for sale with a net carrying value of $34 million. During the three months ended September 30, 2026, the Company recordedno impairment charges on these assets.
During the three months ended September 30, 2026, the Company recorded impairment charges, including the effect of accelerated depreciation, of $31 million related to long-lived assets and other investments, with $5 million incurred in the Global Rigid Packaging Solutions reportable segment, $23 million incurred in the Global Flexible Packaging Solutions reportable segment, and $3 million reported in Corporate. For information on long-lived asset impairments, refer to Note 5, "Restructuring."
During the three months ended September 30, 2025, the Company recorded impairment charges of $8 million related to long-lived assets, with $7 million incurred in the Global Rigid Packaging Solutions reportable segment and $1 million incurred in the Global Flexible Packaging Solutions reportable segment.
During the three months ended September 30, 2026, and 2025, there wereno impairment charges recorded on indefinite-lived intangibles, including goodwill.
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 September 30, 2026, and June 30, 2026, the total notional amount of the Company’s receive-fixed, pay-variable interest rate swaps was $650 million.
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 September 30, 2026, and June 30, 2026, the notional amounts of the outstanding forward contracts were
$0.7 billion.
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 AOCI and reclassifying into earnings through the accrual of periodic interest settlement on the swaps. During the three months ended September 30, 2026, 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. Additionally, the Company uses a cross currency swap as an economic hedge of certain foreign intercompany loans. During the three months ended September 30, 2026, there have not been any changes to these hedging relationships. The swaps will all mature on June 15, 2027.
At September 30, 2026, and June 30, 2026, the Company had cross currency swaps outstanding with a notional amount of $3.0 billion.
Commodity Risk
Certain raw materials used in the Company's production processes are subject to price volatility caused by weather, supply conditions, political and economic variables, including tariffs, and other unpredictable factors. The Company's policy is to minimize exposure to price volatility by passing through the commodity price risk to customers, including through the use of fixed price swaps.
In some cases, the Company purchases, on behalf of customers, fixed price commodity swaps to offset the exposure to price volatility on the underlying sales contracts. These instruments are cash settled at maturity and the related cost or benefit is passed through to customers. Information about commodity price exposure is derived from supply forecasts submitted by customers and these exposures are hedged by central treasury units. Changes in the fair value of commodity hedges are recognized in AOCI. The cumulative amount of the hedge is recognized in the unaudited condensed consolidated statements of income when the forecasted transaction is realized.
The Company had the following outstanding commodity contracts to hedge forecasted purchases:
| September 30, 2026 | June 30, 2026 | |
| Commodity | Volume | Volume |
|---|---|---|
| Aluminum | 19,225 tons | 23,746 tons |
| Aluminum Premium (1) | 4,308 tons | 7,334 tons |
| PET resin | 786,143 lbs. | 560,000 lbs. |
(1)Aluminum Premium represents the regional cost to obtain physical delivery of aluminum and includes shipping, insurance, taxes and freight to a designated offloading harbor in a certain region.
The following table provides the location of derivative instruments in the unaudited condensed consolidated balance sheets:
| ($ in millions) | Balance Sheet Location | September 30, 2026 | June 30, 2026 |
|---|---|---|---|
| Assets | |||
| Derivatives in cash flow hedging relationships: | |||
| Commodity contracts | Other current assets | $2 | $5 |
| Forward exchange contracts | Other current assets | 10 | 3 |
| Derivatives not designated as hedging instruments: | |||
| Forward exchange contracts | Other current assets | 2 | — |
| Total current derivative contracts | 14 | 8 | |
| Total non-current derivative contracts | — | — | |
| Total derivative asset contracts | $14 | $8 | |
| Liabilities | |||
| Derivatives in cash flow hedging relationships: | |||
| Commodity contracts | Other current liabilities | $1 | $2 |
| Forward exchange contracts | Other current liabilities | 5 | 4 |
| Derivatives in net investment hedge relationships: | |||
| Cross currency swaps | Other current liabilities | 223 | 233 |
| Derivatives not designated as hedging instruments: | |||
| Forward exchange contracts | Other current liabilities | — | 1 |
| Cross currency swaps | Other current liabilities | 84 | 92 |
| Total current derivative contracts | 313 | 332 | |
| Derivatives in fair value hedging relationships: | |||
| Interest rate swaps | Other non-current liabilities | 72 | 60 |
| Cross currency swaps | Other non-current liabilities | 60 | 79 |
| Total non-current derivative contracts | 132 | 139 | |
| Total derivative liability contracts | $445 | $471 | |
Refer to Note 8, "Fair Value Measurements," for further information about the fair value of the derivative instruments, by level, within the fair value hierarchy.
Certain derivative financial instruments are subject to master netting arrangements and are eligible for offset. The Company has made an accounting policy election not to offset the fair values of these instruments within the unaudited condensed consolidated balance sheets.
The following tables provide the effects of derivative instruments on AOCI and in the unaudited condensed consolidated statements of income:
| Location of Gain / (Loss) Reclassified from AOCI into Income · Gain / (Loss) Reclassified from AOCI into Income (Effective Portion) | |||
|---|---|---|---|
| Three Months Ended September 30, | |||
| ($ in millions) · 2026 · 2025 | |||
| Derivatives in cash flow hedging relationships | |||
| Commodity contracts | Cost of sales | $3 | $(1) |
| Treasury locks | Interest expense | (1) | (1) |
| Total | $2 | $(2) | |
| Location of Gain Recognized in the Unaudited Condensed Consolidated Statements of Income · Gain Recognized in Income for Derivatives Not Designated as Hedging Instruments | |||
|---|---|---|---|
| Three Months Ended September 30, | |||
| ($ in millions) · 2026 · 2025 | |||
| Derivatives not designated as hedging instruments | |||
| Forward exchange contracts | Other income, net | — | $1 |
| Cross currency swaps | Other income, net | 7 | 4 |
| Total | $7 | $5 | |
| Location of Gain / (Loss) Recognized in the Unaudited Condensed Consolidated Statements of Income · Gain / (Loss) Recognized in Income for Derivatives in Fair Value Hedging Relationships | |||
|---|---|---|---|
| Three Months Ended September 30, | |||
| ($ in millions) · 2026 · 2025 | |||
| Derivatives in fair value hedging relationships | |||
| Interest rate swaps | Interest expense | $(13) | $5 |
| Cross currency swaps (1) | Interest expense | 4 | 4 |
| Cross currency swaps | Other income, net | 16 | (2) |
| Total | $7 | $7 | |
(1)Represents the gains for amounts excluded from the effectiveness testing.
Note 10 -Components of Net Periodic Benefit Cost
Net periodic benefit cost for defined benefit plans includes the following components:
| Three Months Ended September 30, | ||
|---|---|---|
| ($ in millions) | 2026 | 2025 |
| Service cost | $4 | $5 |
| Interest cost | 19 | 22 |
| Expected return on plan assets | (20) | (24) |
| Amortization of actuarial loss | 2 | 2 |
| Amortization of prior service credit | (1) | (1) |
| Settlement costs | 1 | — |
| Net periodic benefit cost | $5 | $4 |
Service cost is included in operating income. All other components of net periodic benefit cost are recorded within other non-operating income/(expenses), net.
Note 11 -Debt
On September 15, 2026, the Company completed the redemption of its 3.100% Senior Unsecured Notes with an aggregate principal amount of $300 million.
Note 12 -Income Taxes
The provision for income taxes for the three months ended September 30, 2026 and 2025 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 September 30, 2026, increased by 3.5 percentage points compared to the three months ended September 30, 2025, from 15.9% to 19.4%. The changes relate primarily to differences in non-deductible expenses between the periods.
Note 13 -Shareholders' Equity
The changes in ordinary and treasury shares during the three months ended September 30, 2026, and 2025 were as follows:
| Ordinary Shares | Treasury Shares | |||
|---|---|---|---|---|
| (shares and $ in millions) | Number of Shares (1) | Amount | Number of Shares (1) | Amount |
| Balance as of June 30, 2025 | 461.1 | $23 | 0.1 | $(6) |
| Options exercised and shares vested | — | — | (0.3) | 18 |
| Purchase of treasury shares | — | — | 0.3 | (22) |
| Issuance of shares | 0.6 | — | 0.6 | $(25) |
| Balance as of September 30, 2025 | 461.7 | $23 | 0.7 | $(35) |
| Balance as of June 30, 2026 | 462.3 | $23 | 0.4 | $(16) |
| Options exercised and shares vested | — | — | (0.5) | 21 |
| Purchase of treasury shares | — | — | 0.6 | (29) |
| Balance as of September 30, 2026 | 462.3 | $23 | 0.5 | $(24) |
(1)The number of shares in the prior period has been retroactively adjusted to reflect the Reverse Split. Refer to Note 1, "Nature of Operations and Basis of Presentation," for further information.
The changes in the components of accumulated other comprehensive loss, net of tax, during the three months ended September 30, 2026, and 2025 were as follows:
| Foreign Currency Translation(Net of Tax) | Net Investment Hedge(Net of Tax) | Pension (Net of Tax) | Effective Derivatives, Excl. Net Investment Hedges(Net of Tax) | Total Accumulated Other Comprehensive Loss | |
|---|---|---|---|---|---|
| ($ in millions) | |||||
| Balance as of June 30, 2025 | $(910) | $(73) | $(53) | $(27) | $(1,063) |
| Other comprehensive income / (loss) before reclassifications | (4) | 20 | — | 7 | 23 |
| Amounts reclassified from accumulated other comprehensive loss | — | — | 1 | 2 | 3 |
| Net current period other comprehensive income / (loss) | (4) | 20 | 1 | 9 | 26 |
| Balance as of September 30, 2025 | $(914) | $(53) | $(52) | $(18) | $(1,037) |
| Balance as of June 30, 2026 | $(846) | $(13) | $(54) | $(18) | $(931) |
| Other comprehensive income / (loss) before reclassifications | 13 | 13 | (1) | (1) | 24 |
| Amounts reclassified from accumulated other comprehensive loss | — | — | 2 | (2) | — |
| Net current period other comprehensive income / (loss) | 13 | 13 | 1 | (3) | 24 |
| Balance as of September 30, 2026 | $(833) | $— | $(53) | $(21) | $(907) |
The following tables provide details of amounts reclassified from AOCI into income:
| Three Months Ended September 30, | ||
|---|---|---|
| ($ in millions) | 2026 | 2025 |
| Amortization of pension: | ||
| Amortization of prior service credit | $(1) | $(1) |
| Amortization of actuarial loss | 2 | 2 |
| Effect of pension settlement/curtailment | 1 | — |
| Total before tax effect | 2 | 1 |
| Tax effect on amounts reclassified into earnings | — | — |
| Total net of tax | $2 | $1 |
| (Gains)/Losses on cash flow hedges: | ||
| Commodity contracts | $(3) | $1 |
| Treasury locks | 1 | 1 |
| Total before tax effect | (2) | 2 |
| Tax effect on amounts reclassified into earnings | — | — |
| Total net of tax | $(2) | $2 |
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 acquires shares on the open market to deliver shares to employees to satisfy vesting or exercising commitments which exposes the Company to market price risk.
To protect the Company from share price volatility, the Company has entered into forward contracts for the purchase of its ordinary shares. As of September 30, 2026, and June 30, 2026, the Company had forward contracts outstanding which mature in May 2027 and June 2027 to purchase a total of 0.5 million shares at a weighted average price of $38.87.
As of September 30, 2026, and June 30, 2026, 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.
Note 14 -Segments
The Company's business is organized and presented intwo reportable segments based primarily on product lines as outlined below.
Global Flexible Packaging Solutions: Consists of operations that manufacture flexible and film packaging in the food and beverage, medical and pharmaceutical, 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, certain equity method and other investments, intercompany eliminations, and other business activities.
Each of the Company's reportable segments is led by a Division President. The Division Presidents 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 Company does not aggregate operating segments when determining the Company's reportable segments.
Segment information for the three months ended September 30, 2025, has been recast to reflect a segment change. Refer to Note 1 - "Nature of Operations and Basis of Presentation," for additional details.
The accounting policies of the reportable segments are the same as those in the unaudited condensed consolidated financial statements.
The following table presents information about reportable segments:
| Three Months Ended September 30, | ||
|---|---|---|
| ($ in millions) | 2026 | 2025 |
| Global Flexible Packaging Solutions | $3,359 | $3,056 |
| Global Rigid Packaging Solutions | 2,770 | 2,689 |
| Net sales | $6,129 | $5,745 |
| Global Flexible Packaging Solutions | $(2,945) | $(2,647) |
| Global Rigid Packaging Solutions | (2,467) | (2,377) |
| Segment expenses (1) | $(5,412) | $(5,024) |
| Global Flexible Packaging Solutions | $414 | $409 |
| Global Rigid Packaging Solutions | 303 | 312 |
| Adjusted segment earnings before interest and taxes ("Adjusted EBIT") | 717 | 721 |
| Less: Unallocated corporate costs (1) | (28) | (34) |
| Less: Amortization of acquired intangible assets from business combinations (2) | (140) | (133) |
| Less: Impact of hyperinflation (3) | (1) | (11) |
| Less: Portfolio review disposal costs (4) | (9) | (22) |
| Less: Restructuring, integration and related expenses, net (5) | (62) | (53) |
| Less: Property and other losses, net (6) | (8) | — |
| Less: Fiscal year end change expenses (7) | (7) | — |
| Less: Other (8) | (9) | (4) |
| Interest income | 13 | 15 |
| Interest expense | (166) | (168) |
| Equity in income of affiliated companies, net of tax | (1) | (2) |
| Income before income taxes and equity in income of affiliated companies | $299 | $309 |
(1)Segment expenses and unallocated corporate costs include 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)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".
(5)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.
(6)Property and other losses, net, include property claims and losses related to fire damage incurred at our manufacturing sites, net of any insurance recoveries.
(7)Fiscal year end change expenses include incremental expenses incurred in connection with the Company's change of fiscal year end.
(8)For the three months ended September 30, 2026, Other includes various expense and income items primarily relating to professional fees and pension settlements of $7 million. For the three months ended September 30, 2025, Other included various expense and income items primarily relating to legal matters.
The tables below present additional financial information by reportable segment:
Capital expenditures for the acquisition of long-lived assets by reportable segment were:
| Three Months Ended September 30, | ||
|---|---|---|
| ($ in millions) | 2026 | 2025 |
| Global Flexible Packaging Solutions | $145 | $118 |
| Global Rigid Packaging Solutions | 152 | 120 |
| Other | 4 | — |
| Total capital expenditures for the acquisition of long-lived assets | $301 | $238 |
Depreciation and amortization on long-lived assets by reportable segment were:
| Three Months Ended September 30, | ||
|---|---|---|
| ($ in millions) | 2026 | 2025 |
| Global Flexible Packaging Solutions | $161 | $167 |
| Global Rigid Packaging Solutions | 181 | 191 |
| Other | — | 4 |
| Total depreciation and amortization on long-lived assets | $342 | $362 |
Total assets by segment are not disclosed as the CODM does not use total assets by segment to evaluate segment performance or allocate resources and capital.
The following table disaggregates net sales by geography in which the Company operates based on manufacturing or selling operations:
| Three Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| ($ in millions) | Global Flexible Packaging Solutions | Global Rigid Packaging Solutions | Total | Global Flexible Packaging Solutions | Global Rigid Packaging Solutions | Total |
| North America | $1,719 | $1,409 | $3,128 | $1,544 | $1,387 | $2,931 |
| Latin America | 61 | 473 | 534 | 66 | 393 | 459 |
| Europe | 1,116 | 783 | 1,899 | 1,050 | 820 | 1,870 |
| Asia Pacific | 463 | 105 | 568 | 396 | 89 | 485 |
| Net sales | $3,359 | $2,770 | $6,129 | $3,056 | $2,689 | $5,745 |
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 prior period share and per share data presented below have been retroactively adjusted for the effects of the Reverse Split. For further information, refer to Note 1, "Nature of Operations and Basis of Presentation."
| Three Months Ended September 30, | ||
|---|---|---|
| (in millions, except per share amounts) | 2026 | 2025 |
| Numerator | ||
| Net income attributable to Amcor plc | $242 | $262 |
| Distributed and undistributed earnings attributable to shares to be repurchased | — | — |
| Net income available to ordinary shareholders of Amcor plc—basic and diluted | $242 | $262 |
| Denominator | ||
| Weighted-average ordinary shares outstanding (1) | 462.4 | 463.0 |
| Weighted-average ordinary shares to be repurchased by Amcor plc | (0.5) | (0.2) |
| Weighted-average ordinary shares outstanding for EPS—basic | 461.9 | 462.8 |
| Effect of dilutive shares | 2.7 | 0.1 |
| Weighted-average ordinary shares outstanding for EPS—diluted | 464.6 | 462.9 |
| Per ordinary share income | ||
| Basic earnings per ordinary share | $0.52 | $0.57 |
| Diluted earnings per ordinary share | $0.52 | $0.57 |
(1)For the three months ended September 30, 2026, and 2025, the calculation of weighted-average ordinary shares outstanding includes approximately 0.6 million and 2.1 million shares that had not been issued as of September 30, 2026 and September 30, 2025, respectively, 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 2.4 million and 4.9 million shares, for the three months ended September 30, 2026, and 2025, respectively.
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 September 30, 2026, the Company has recorded accruals of $14 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 $26 million as of September 30, 2026. 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 September 30, 2026, the Company provided letters of credit of $20 million, judicial insurance of $1 million, and deposited cash of $17 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 September 30, 2026, 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 September 30, 2026, the Company has also recorded aggregate accruals of $53 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 months ended September 30, 2026.
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
In the normal course of business, the Company is subject to legal proceedings, lawsuits, and other claims. While the potential financial impact with respect to these ordinary course matters is subject to many factors and uncertainties, management believes that any financial impact to the Company from these matters, individually and in the aggregate, would not have a material adverse effect on the Company's financial position or results of operations.
Note 17 -Subsequent Events
Quarterly dividend distribution
On November 4, 2026, the Company's Board of Directors declared a quarterly cash dividend of $0.66 per share to be paid on December 16, 2026, to shareholders of record as of November 25, 2026. Amcor has received a waiver from the Australian Securities Exchange ("ASX") settlement operating rules, which will allow Amcor to defer processing conversions between ordinary share and CHESS Depositary Instrument ("CDI") registers from November 24, 2026 to November 25, 2026, inclusive.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.