Amcor plc

Amcor plc, along with certain wholly-owned subsidiary guarantors, guarantee the following senior notes issued by the wholly-owned subsidiaries, Amcor Flexibles North America, LLC (“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 Obligor Group companies (as defined below):

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

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

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

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

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

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

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

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

•€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 table below 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 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 dividend income received from subsidiaries outside the Obligor Group.

Balance Sheets for Obligor Group

($ in millions)