Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis ("MD&A") should be read in conjunction with our Form 10-K for fiscal year 2023 filed with the U.S. Securities and Exchange Commission (the "SEC") on August 17, 2023, together with the unaudited condensed consolidated financial statements and accompanying notes included in Part 1, Item 1 of this Form 10-Q. Throughout the MD&A, amounts and percentages may not recalculate due to rounding.

Summary of Financial Results

						Three Months Ended September 30,
($ in millions)						2023												2022
Net sales						$	3,443					100.0		%				$	3,712					100.0		%
Cost of sales						(2,798)						(81.3		%)				(3,044)						(82.0		%)
Gross profit						645						18.7		%				668						18.0		%
Operating expenses:
Selling, general, and administrative expenses						(302)						(8.8		%)				(302)						(8.1		%)
Research and development expenses						(27)						(0.8		%)				(25)						(0.7		%)
Restructuring and related expenses, net						(28)						(0.8		%)				(1)						—		%
Other income/(expenses), net						(18)						(0.5		%)				2						0.1		%
Operating income						270						7.8		%				342						9.2		%
Interest income						10						0.3		%				9						0.2		%
Interest expense						(85)						(2.5		%)				(59)						(1.6		%)
Other non-operating expenses, net						(1)						—		%				—						—		%
Income before income taxes and equity in loss of affiliated companies						194						5.6		%				292						7.9		%
Income tax expense						(39)						(1.1		%)				(58)						(1.6		%)
Equity in loss of affiliated companies, net of tax						(1)						—		%				—						—		%
Net income						$	154					4.5		%				$	234					6.3		%
Net income attributable to non-controlling interests						(2)						(0.1		%)				(2)						(0.1		%)
Net income attributable to Amcor plc						$	152					4.4		%				$	232					6.3		%

Overview

Amcor is a global leader in developing and producing responsible packaging for food, beverage, pharmaceutical, medical, home and personal care, and other products. We work with leading companies around the world to protect their products and the people who rely on them, differentiate brands, and improve supply chains through a range of flexible and rigid packaging, specialty cartons, closures, and services. We are focused on making packaging that is increasingly light-weighted, recyclable and reusable, and made using an increasing amount of recycled content. During fiscal year 2023, Amcor generated $14.7 billion in net sales.

Significant Developments Affecting the Periods Presented

Economic and Market Conditions

As anticipated, market conditions have continued to remain challenging in the first quarter of fiscal year 2024, with continued customer destocking and soft consumer demand, which we expect will continue in the near term. We also continue to be impacted by higher inflation and geopolitical tensions impacting energy and labor costs. In addition, higher inflation, especially in Europe and the United States, has led central banks to rapidly raise interest rates in fiscal year 2023 to dampen inflation which results in higher interest expense on our variable rate debt, particularly on U.S. dollar and Euro denominated debt in the first quarter of fiscal year 2024 compared to the same period in fiscal year 2023.

The underlying causes for the continued market volatility can be attributed to a variety of factors, such as the Russia-Ukraine conflict and higher inflation in many economies, which has resulted in increased volatility in energy and food markets and impacted global economies. In this context, we remain focused on taking price and cost actions to offset inflation, aligning our cost base with market dynamics, and managing working capital. While we expect these efforts to improve performance, especially in the second half of fiscal year 2024, there is no assurance that we will be able to meet our performance expectations or that ongoing geopolitical tensions and other factors will not negatively impact our financial results.

Russia-Ukraine Conflict / 2023 Restructuring Plan

Russia's invasion of Ukraine that began in February 2022 continues as of the date of the filing of this quarterly report. In advance of the invasion, we proactively suspended operations at our small manufacturing site in Ukraine. We also operated three manufacturing facilities in Russia ("Russian business") until their sale on December 23, 2022, for net cash proceeds of $365 million. In addition, we repatriated approximately $65 million in cash held in Russia as part of the transaction. We recorded a pre-tax net gain on sale of $215 million. The carrying value of the Russian business had previously been impaired by $90 million in the quarter ended June 30, 2022.

On February 7, 2023, we announced that we expect to invest $110 million to $130 million of the sale proceeds from the Russian business in various cost savings initiatives to partly offset divested earnings from the Russian business (the "2023 Restructuring Plan" or the "Plan"). We expect total Plan cash and non-cash net expenses of $200 million to $220 million. Of the remaining cash received from the sale of the Russian business, we allocated $100 million to the repurchase of additional shares and the remainder was used to reduce debt.

As of September 30, 2023, we have initiated restructuring and related projects with an expected net cost of approximately $170 million, of which approximately $100 million is expected to result in net cash expenditures. From the initiation of the Plan until September 30, 2023, we have incurred $81 million in employee-related expenses, $19 million in fixed asset related expenses, $11 million in other restructuring, and $9 million in restructuring related expenses. The Plan has resulted in approximately $37 million of cash outflows to date.

Management initiated other restructuring actions in the fourth quarter of fiscal year 2022 to help mitigate the impact of the Russian sale. Management expects to realize an annualized pre-tax benefit of approximately $50 million from structural cost reduction actions taken as a result of all Russia related restructuring by the end of fiscal year 2025.

For further information, refer to Note 4, "Restructuring," of "Part I, Item 1, Notes to Consolidated Financial Statements".

Highly Inflationary Accounting

We have subsidiaries in Argentina that historically had a functional currency of the Argentine Peso. As of June 30, 2018, the Argentine economy was designated as highly inflationary for accounting purposes. Accordingly, beginning July 1, 2018, we began reporting the financial results of our Argentine subsidiaries with a functional currency of the Argentine Peso at the functional currency of the parent, which is the U.S. dollar. Highly inflationary accounting in the three months ended September 30, 2023 and 2022 resulted in a negative impact on monetary assets of $17 million and $8 million, respectively, in foreign currency transaction losses that were reflected in the unaudited condensed consolidated statements of income.

Results of Operations - Three Months Ended September 30, 2023

Consolidated Results of Operations

						Three Months Ended September 30,
($ in millions, except per share data)						2023						2022
Net sales						$	3,443					$	3,712
Operating income						270						342
Operating income as a percentage of net sales						7.8		%				9.2		%
Net income attributable to Amcor plc						$	152					$	232
Diluted Earnings Per Share						$	0.105					$	0.155

Net sales decreased by $269 million, or 7%, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. Excluding the positive currency impacts of $81 million, the negative impacts from the pass-through of lower raw material costs of $55 million, and the negative impact from the disposed Russia business of $71 million, the remaining variation in net sales for the three months ended September 30, 2023 was a decrease of $224 million, or 6%, reflecting price/mix benefits of 2% and unfavorable volumes of 8%.

Net income attributable to Amcor plc decreased by $80 million, or 34%, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, mainly from a decrease in gross profit of $23 million, an increase in restructuring and related expenses of $27 million, and higher net interest expense of $25 million.

Diluted earnings per share ("Diluted EPS") decreased by $0.050, or 32%, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, with the net income available to ordinary shareholders of Amcor plc decreasing by 34% and the diluted weighted average number of shares outstanding decreasing by 3%. The decrease in the diluted weighted-average number of shares outstanding was largely due to the repurchase of shares under previously announced share buyback programs.

Segment Results of Operations

Flexibles Segment

						Three Months Ended September 30,
($ in millions)						2023						2022
Net sales						$	2,568					$	2,779
Adjusted EBIT						322						353
Adjusted EBIT as a percentage of net sales						12.5		%				12.7		%

Net sales decreased by $211 million, or 8%, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. Excluding the positive currency impacts of $73 million, the negative impacts from the pass-through of lower raw material costs of $45 million, and the negative impact from the disposed Russian business of $71 million, the remaining variation in net sales for the three months ended September 30, 2023 was a decrease of $168 million, or 6%, reflecting price/mix benefits of 2% and unfavorable volumes of 8%.

Adjusted earnings before interest and tax ("Adjusted EBIT") decreased by $31 million or 9% for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. Excluding positive currency impacts of $7 million and the negative net impact from the disposed Russian business of $21 million, the remaining decrease in Adjusted EBIT for the three months ended September 30, 2023, was $17 million, or 5%, reflecting unfavorable volume of 23%, partly offset by favorable price/mix of 16%, and favorable operating cost performance of 2%.

Rigid Packaging Segment

						Three Months Ended September 30,
($ in millions)						2023						2022
Net sales						$	875					$	933
Adjusted EBIT						62						66
Adjusted EBIT as a percentage of net sales						7.1		%				7.1		%

Net sales decreased by $58 million, or 6%, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. Excluding the positive currency impacts of $8 million, the negative impact from the pass-through of lower raw material costs of $10 million, the remaining variation in net sales for the three months ended September 30, 2023 was a decrease of $56 million, or 6%, reflecting price/mix benefits of 1% and unfavorable volumes of 7%.

Adjusted EBIT decreased by $4 million, or 5%, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, reflecting unfavorable volume of 32%, partly offset by favorable price/mix of 13%, and favorable operating cost performance of 13%.

Consolidated Gross Profit

						Three Months Ended September 30,
($ in millions)						2023						2022
Gross profit						$	645					$	668
Gross profit as a percentage of net sales						18.7		%				18.0		%

Gross profit decreased by $23 million, or 3%, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The decrease was primarily driven by the impact of the disposed Russia business and lower volumes. Gross profit as a percentage of sales increased to 18.7% for the three months ended September 30, 2023, driven by favorable price/mix and an improvement in operating cost performance.

Consolidated Restructuring and Related Expenses, Net

						Three Months Ended September 30,
($ in millions)						2023						2022
Restructuring and related expenses, net						$	(28)					$	(1)
Restructuring and related expenses, net, as a percentage of net sales						(0.8		%)				—		%

Restructuring and related expenses, net, increased by $27 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, primarily as a result of $28 million of restructuring and related costs recognized relating to the 2023 Restructuring Plan.

Consolidated Other Income/(Expenses), Net

						Three Months Ended September 30,
($ in millions)						2023						2022
Other income/(expenses), net						$	(18)					$	2
Other income/(expenses), net as a percentage of net sales						(0.5		%)				0.1		%

Other income/(expenses), net declined by $20 million, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, primarily from the adverse impact of highly inflationary accounting for subsidiaries in Argentina and other net foreign exchange losses.

Consolidated Interest Expense

						Three Months Ended September 30,
($ in millions)						2023						2022
Interest expense						$	(85)					$	(59)
Interest expense as a percentage of net sales						(2.5		%)				(1.6)		%

Interest expense increased by $26 million, or 44%, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022, driven by increased interest rates.

Consolidated Income Tax Expense

						Three Months Ended September 30,
($ in millions)						2023						2022
Income tax expense						$	(39)					$	(58)
Effective income tax rate						20.1		%				19.9		%

The provision for income taxes for the three months ended September 30, 2023 and 2022 is based on our estimated annual effective tax rate for the respective fiscal years, and is applied on income before income taxes and equity in loss of affiliated companies, and 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, 2023 increased by 0.2 percentage points compared to the three months ended September 30, 2022.

Presentation of Non-GAAP Information

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 adjust for factors that are unusual or unpredictable. 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 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 deferred acquisition payments and economic hedging instruments on commercial paper, 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, 2023 and 2022 is as follows:

						Three Months Ended September 30,
($ in millions)						2023						2022
Net income attributable to Amcor plc, as reported						$	152					$	232
Add: Net income attributable to non-controlling interests						2						2
Net income						154						234
Add: Income tax expense						39						58
Add: Interest expense						85						59
Less: Interest income						(10)						(9)
EBIT						268						342
Add: Amortization of acquired intangible assets from business combinations (1)						41						40
Add: Impact of hyperinflation (2)						17						8
Add: Russia-Ukraine conflict impacts (3)						28						3
Add/(Less): Other (4)						4						(1)
Adjusted EBIT						$	358					$	392
Less: Income tax expense						(39)						(58)
Less: Adjustments to income tax expense (5)						(16)						(11)
Less: Interest expense						(85)						(59)
Add: Interest income						10						9
Less: Net income attributable to non-controlling interests						(2)						(2)
Adjusted net income						$	226					$	271

(1)Amortization of acquired intangible assets from business combinations includes amortization expenses 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)Russia-Ukraine conflict impacts include incremental costs and restructuring and related expenses incurred in connection with the conflict and the related sale of the Russian business.

(4)Other includes various expense and income items relating to acquisitions, certain litigation reserve settlements, and fair value movements on economic hedges.

(5)Net tax impact on items (1) through (4) above.

Reconciliation of Net Debt

A reconciliation of total debt to net debt as of September 30, 2023 and June 30, 2023 is as follows:

($ in millions)						September 30, 2023						June 30, 2023
Current portion of long-term debt						$	11					$	13
Short-term debt						107						80
Long-term debt, less current portion						6,979						6,653
Total debt						7,097						6,746
Less cash and cash equivalents						524						689
Net debt						$	6,573					$	6,057

Supplemental Guarantor Information

Amcor plc, along with certain wholly owned subsidiary guarantors, guarantee the following senior notes issued by the wholly owned subsidiaries, Amcor Flexibles North America, Inc. and Amcor UK Finance plc.

• $500 million, 4.000%, Guaranteed Senior Notes due 2025 of Amcor Flexibles North America, Inc.

• $300 million, 3.100%, Guaranteed Senior Notes due 2026 of Amcor Flexibles North America, Inc.

• $600 million, 3.625%, Guaranteed Senior Notes due 2026 of Amcor Flexibles North America, Inc.

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

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

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

• €500 million, 1.125%, Guaranteed Senior Notes due 2027 of Amcor UK Finance plc

• $500 million, 5.625% Guaranteed Senior Notes due 2033 of Amcor Finance (USA), Inc.

The six notes issued by Amcor Flexibles North America, Inc. are guaranteed by its parent entity, Amcor plc, and the subsidiary guarantors Amcor Pty Ltd, Amcor Finance (USA), Inc., and Amcor UK Finance plc. The note issued by Amcor UK Finance plc is guaranteed by its parent entity, Amcor plc, and the subsidiary guarantors Amcor Pty Ltd, Amcor Flexibles North America, Inc., and Amcor Finance (USA), Inc. The note issued by Amcor Finance (USA), Inc. is guaranteed by its ultimate parent entity, Amcor plc, and the subsidiary guarantors Amcor Pty Ltd, Amcor Flexibles North America, Inc., and Amcor UK Finance plc.

All guarantors fully, unconditionally, and irrevocably guarantee, on a joint and several basis, to each holder of the notes, the due and punctual payment of the principal of, and any premium and interest on, such note 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 will be unsecured and unsubordinated obligations of the guarantors and will 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.

Amcor Flexibles North America, Inc. is incorporated in Missouri in the United States, Amcor UK Finance plc is incorporated in England and Wales, United Kingdom, Amcor Finance (USA), Inc. is incorporated in Delaware in the United States, and the guarantors are incorporated under the laws of Jersey, Australia, the United States, and England and Wales and, therefore, insolvency proceedings with respect to the issuers and guarantors could proceed under, and be governed by, among others, Jersey, Australian, 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.

Below is the summarized financial information of the combined Obligor Group made up of Amcor plc (as parent guarantor), Amcor Flexibles North America, Inc., Amcor UK Finance plc, and Amcor Finance (USA), Inc. (as subsidiary issuers of the notes and guarantors of each other’s notes), and Amcor Pty Ltd (as the remaining subsidiary guarantor).

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 the combined 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)						Three Months Ended September 30, 2023
Net sales - external						$	248
Net sales - to subsidiaries outside the Obligor Group						1
Total net sales						249
Gross profit						49
Net income						$	17
Net income attributable to non-controlling interests						—
Net income attributable to Obligor Group						$	17

Balance Sheets for Obligor Group

($ in millions)						September 30, 2023						June 30, 2023
Assets
Current assets - external						$	1,560					$	1,184
Current assets - due from subsidiaries outside the Obligor Group						139						190
Total current assets						1,699						1,374
Non-current assets - external						1,458						1,415
Non-current assets - due from subsidiaries outside the Obligor Group						11,692						10,992
Total non-current assets						13,150						12,407
Total assets						$	14,849					$	13,781
Liabilities
Current liabilities - external						$	2,163					$	1,912
Current liabilities - due to subsidiaries outside the Obligor Group						22						37
Total current liabilities						2,185						1,949
Non-current liabilities - external						7,172						6,801
Non-current liabilities - due to subsidiaries outside the Obligor Group						10,524						9,917
Total non-current liabilities						17,696						16,718
Total liabilities						$	19,881					$	18,667

New Accounting Pronouncements

Refer to Note 2, "New Accounting Guidance," in "Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements".

Critical Accounting Estimates and Judgments

Our discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Our estimates and judgments are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. These critical accounting estimates are discussed in detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates and Judgments” in our Annual Report on Form 10-K for the year ended June 30, 2023. There have been no material changes in critical accounting estimates and judgments as of September 30, 2023 from those described in our Annual Report on Form 10-K for the year ended June 30, 2023.

Liquidity and Capital Resources

We finance our business primarily through cash flows provided by operating activities, borrowings from banks, and proceeds from issuances of debt and equity. We periodically review our capital structure and liquidity position in light of market conditions, expected future cash flows, potential funding requirements for debt refinancing, capital expenditures and acquisitions, the cost of capital, sensitivity analyses reflecting downside scenarios, the impact on our financial metrics and credit ratings, and our ease of access to funding sources.

We believe that our cash flows provided by operating activities, together with borrowings available under our credit facilities and access to the commercial paper market, backstopped by our bank debt facilities, will continue to provide sufficient liquidity to fund our operations, capital expenditures, and other commitments, including dividends and purchases of our ordinary shares and CHESS Depositary Instruments under authorized share repurchase programs, into the foreseeable future.

Overview

						Three Months Ended September 30,
($ in millions)						2023						2022
Net cash used in operating activities						$	(135)					$	(260)
Net cash used in investing activities						(142)						(240)
Net cash provided by financing activities						141						326

Cash Flow Overview

Net Cash Used in Operating Activities

Net cash used in operating activities decreased by $125 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The change is primarily driven by lower working capital outflows in the current period, partially offset by lower net income in the current period.

Net Cash Used in Investing Activities

Net cash used in investing activities decreased by $98 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The change is mainly driven by the non-recurrence of investments in affiliated companies compared to the prior period and lower outflows from business acquisitions as compared to the prior period.

Net Cash Provided by Financing Activities

Net cash provided by financing activities decreased by $185 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The change is primarily driven by lower net debt drawdowns in the current period as compared to the prior period.

Net Debt

We borrow from financial institutions and debt investors in the form of bank overdrafts, bank loans, corporate bonds, unsecured notes, and commercial paper. We have a mixture of fixed and floating interest rates and use interest rate swaps to provide further flexibility in managing the interest cost of borrowings.

In March 2023, we entered into two interest rate swap contracts for a total notional amount of $1.2 billion. Under the terms of the contracts, we pay a weighted average fixed rate of interest of 3.88% and receive a variable rate of interest based on 1-month Term SOFR. The swaps have been effective as of July 1, 2023, and mature on June 30, 2024. The interest rate swap contracts economically hedge the SOFR component of our forecasted commercial paper issuances.

Short-term debt consists of bank debt with a duration of less than 12 months and bank overdrafts which are classified as current due to the short-term nature of the borrowings, except where we have the ability and intent to refinance and as such extend the debt beyond 12 months. The current portion of long-term debt consists of debt amounts repayable within a year after the balance sheet date.

Our primary bank debt facilities and notes are unsecured and subject to negative pledge arrangements limiting the amount of secured indebtedness we can incur to 10.0% of our total tangible assets, subject to some exceptions and variations by facility. In addition, the covenants of the bank debt facilities require us to maintain a leverage ratio not higher than 3.9 times. The negative pledge arrangements and the financial covenants are defined in the related debt agreements. As of September 30, 2023, we were in compliance with all applicable covenants under our bank debt facilities.

Our net debt as of September 30, 2023 and June 30, 2023 was $6.6 billion and $6.1 billion, respectively.

Debt Facilities

As of September 30, 2023, we had undrawn credit facilities available in the amount of $1.0 billion. Our senior facilities are available to fund working capital, capital expenditures, and refinancing obligations and are provided to us by two bank syndicates. These facilities mature in April 2025 and April 2027, respectively, and the revolving tranches have two 12-month options available to management to extend the maturity date.

As of September 30, 2023, the revolving senior bank debt facilities had an aggregate limit of $3.8 billion, of which $2.8 billion had been drawn (inclusive of amounts drawn under commercial paper programs reducing the overall balance of available senior facilities). Subject to certain conditions, we can request the total commitment level under each agreement to be increased by up to $500 million.

Dividend Payments

We declared and paid a $0.1225 cash dividend per ordinary share during the first fiscal quarter that ended September 30, 2023.

Credit Rating

Our capital structure and financial practices have earned us investment grade credit ratings from two internationally recognized credit rating agencies. These investment grade credit ratings are important to our ability to issue debt at favorable rates of interest, for various terms, and from a diverse range of markets that are highly liquid, including European and U.S. debt capital markets, and from global financial institutions.

Share Repurchases

On February 7, 2023, our Board of Directors approved a $100 million buyback of ordinary shares and/or CHESS Depositary Instruments ("CDIs") in the following twelve months. During the three months ended September 30, 2023, we repurchased approximately $30 million of ordinary shares and CDIs in the aggregate, including transaction costs, or 3 million shares. The shares repurchased as part of the program were canceled upon repurchase.

We had cash outflows of $45 million and $202 million for the purchase of our shares in the open market and using forward contracts to purchase our own equity during the three months ended September 30, 2023 and 2022, respectively, as treasury shares to satisfy the vesting and exercises of share-based compensation awards. As of September 30, 2023 and June 30, 2023, we held treasury shares at a cost of $12 million, representing 1 million shares.