Amcor (AMCR) Risk Factor Changes

Judgments of U.S.

Changes in, and uncertainty with respect to, international trade policies in the United States or other countries in which we operate could materially impact the cost and supply of raw materials as duties are assessed…

Federal, state, provincial, and local environmental requirements relating to air, soil, and water quality, handling, discharge, storage, and disposal of a variety of substances, are also significant factors in our bus…

Many of our products are manufactured using petrochemical-based raw materials.

In addition, it is possible that certain chemicals and materials might cease to be permitted to be used in our processes.

There is significant scrutiny from investors, customers, suppliers, governments, and other stakeholders on corporate ESG practices.

financial or reputational damages.

Our ability to compete effectively depends, in part, on our ability to protect and maintain the proprietary nature of our owned and licensed intellectual property.

We have been subject to the requirements of Section 404 of the Sarbanes-Oxley Act ("SOX") since fiscal year 2020.

Goodwill and Other Intangible Assets — A significant write-down of goodwill and/or other intangible assets would have a material adverse effect on our reported results of operations and financial position.

We manage exposure to interest rates by maintaining a mixture of fixed-rate and variable-rate debt, monitoring global interest rates, and, where appropriate, entering into various derivative instruments.

Indebtedness and Credit Rating — Our indebtedness may limit our flexibility or result in a downgrade in our credit rating, which could reduce our operating flexibility, increase our borrowing costs, and negatively aff…

safeguards may not always be able to prevent a cyber-attack from impacting our systems and we may not be able to successfully and timely execute our business recovery protocol, which could have a material impact on ou…

Increased cyber-attacks, including computer viruses, ransomware, unauthorized access attempts, phishing, hacking, and other types of attacks pose a risk to the security and availability of our information technology s…

Longer-term climate change patterns could significantly alter supplier availability or customer demand, which is especially true for suppliers and customers who rely on supply chains routinely impacted by weather.

Delays or challenges in renewing agreements could result in higher labor costs or operational disruptions.

Our ability to execute our strategy and deliver long-term value depends on our success in attracting, developing, and retaining a skilled and engaged workforce, including our global executive management and operationa…

While we have largely been able to successfully manage through any supply disruptions and related price volatility in the past, there is no assurance that we will be able to successfully navigate any future disruptions.

As a manufacturer of packaging products, our sales and profitability are dependent on the availability and cost of raw materials, labor, and other inputs, including energy.

Our international operations involve limited sales to entities located in countries subject to economic sanctions administered by the U.S.

The current Middle East conflict has negatively impacted the global economy, and it is not possible to predict the broader or longer-term consequences of this conflict.

We have operations throughout the world, including facilities in emerging markets.

Recent global economic challenges, including the current Middle East conflict and relatively high inflation and interest rates in certain regions, which have substantially increased the cost of energy and many of the…

We have also invested in companies in which we do not exercise control.

Sales of our products and services are closely tied to our customers' sales volumes to end consumers.

Changes in Consumer Demand — Demand for our products could be affected by a variety of factors, including economic conditions and regulatory developments.

We are subject to income and other taxes in the many jurisdictions in which we operate.

We are required to comply with EHS laws, rules, and regulations in each of the countries in which we operate and do business.

our intellectual property rights, our competitive position may suffer.

We rely on the successful and uninterrupted functioning of our information technology and control systems to securely manage operations and various business functions, and on various technologies to process, store, an…

by frequent flooding.

practices by our employees and agents.

Changing preferences for products and packaging formats may result in increased demand for other products we produce.

We operate in a number of jurisdictions and will accordingly be subject to tax in several jurisdictions.

Merger Related Tax Liabilities — Additional tax liabilities could have a material impact on our financial condition, results of operations, and/or liquidity.

The combined company's ability to realize the anticipated benefits of the Merger in the time frame anticipated, or at all, is subject to a number of assumptions, which may or may not prove to be accurate, and other fa…

Inability to Realize Merger Benefits — The combined company may be unable to realize the anticipated benefits of the Merger.

The combined company will continue to incur restructuring and integration costs in connection with the Merger.

We have incurred a substantial amount of non-recurring costs associated with negotiating and completing the Merger, combining the operations of the two companies and working to achieve synergies, including financial,…

Substantial Merger Costs — We have incurred, and expect to continue to incur, substantial costs as a result of the Merger.

If key employees terminate their employment the combined company may have to incur significant costs in identifying, hiring, training, and retaining replacements for departing employees and may lose significant expert…

While we are making progress with our integration since the close of the transaction on April 30, 2025, there can be no assurances that we will be able to successfully integrate Berry's business into the combined comp…

•coordinating geographically dispersed organizations.

•consolidating each company's administrative and information technology infrastructure; and

•addressing possible differences in business backgrounds, corporate cultures and management philosophies;

•maintaining existing relationships with each company's customers, suppliers, and other partners and leveraging relationships with such third parties for the benefit of the combined company;

•harmonizing each company's operating practices, employee development and compensation programs, internal controls and other policies, procedures, and processes;

•combining the businesses of Amcor and Berry in a manner that permits the combined company to achieve the synergies, efficiencies, and growth opportunities anticipated to result from the Merger;

The combination of two independent businesses is complex, costly, and time consuming, and we are devoting significant management time and resources to integrating the businesses and operations of the two companies.

Successful Integration — The combined company may be unable to successfully integrate the businesses of Amcor and Berry in the expected time frame or at all.

Risks Relating to the Merger of Amcor and Berry

jurisdiction over such claims.

We are subject to income and other taxes in the many jurisdictions in which we operate.

We are required to comply with EHS laws and regulations in each of the countries we operate and do business.

Biodiversity-related incidents or alleged impacts in our value chain could expose us to increased compliance costs due to increasingly stringent regulations, and potential fines, legal penalties, and enforcement actio…

As a plastics packaging manufacturer, we face risks associated with inadvertent releases of plastic materials and other chemicals used in our operations, as well as the downstream management of our products at the end…

Increased environmental legislation or regulation, including regulations related to extended producer responsibility ("EPR") and pollution mitigation funds, could result in higher costs for us in the form of payments…

We are, and in the future will likely become, involved in lawsuits, regulatory inquiries, and governmental and other legal proceedings that arise in the ordinary course of our business, including product liability cla…

information, which could lead to a material adverse effect on our operations, loss of investor confidence, and a negative impact on the trading price of our common stock.

under hedging arrangements, it could have a material adverse impact on our business, financial condition, results of operations, or cash flows.

Further, the unauthorized or improper use of open-source AI tools or generative platforms by employees or third parties could result in the inadvertent disclosure or misuse of our confidential information or intellect…

The development and deployment of AI involves significant operational, legal, regulatory, and reputational risks, and there can be no assurance that our use of AI will result in the anticipated benefits.

We are increasingly leveraging AI technologies, including data analytics and machine learning, across our business, including in R&D, operational processes, and other functional areas.

Artificial Intelligence — Our use of artificial intelligence technologies could adversely affect our business and financial results.

We rely on the successful and uninterrupted functioning of our information technology and control systems, which includes operating multiple enterprise resource planning systems, to support critical business operation…

We have operational safeguards in place to detect and prevent cyber-attacks, such as employee training, monitoring of our networks and systems, ensuring strong data protection standards, and maintaining and upgrading…

Failure to do so could result in a breach by our employees of various laws and regulations, including those relating to money laundering, corruption, export control, fraud, bribery, insider trading, antitrust, competi…

In August 2025, we announced that we had completed a review of portfolio-related strategic alternatives and identified businesses with combined sales of approximately $2.5 billion for further investigation, which coul…

Strategic Review of Portfolio — Our strategic review of our portfolio may cause disruptions to our business, may not result in the completion of transactions to restructure or divest all non-core businesses, and may n…

We generally expect that we will realize synergy cost savings and other financial and operating benefits from our acquisitions.

We may face challenges in integrating our acquisitions with our existing operations.

Integration — We may face challenges with integrating acquisitions and achieving the financial and other results and benefits anticipated at the time of acquisition.

If changing preferences are not offset by growth in new or substitute products or changes in consumer demand are not adequately mitigated by growth in new or substitute products, our business, financial condition, res…