Amcor plc

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, if any, into the foreseeable future.

Overview

Cash Flow Overview

Net Cash Used in Operating Activities

Net cash used in operating activities decreased by $136 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The change is primarily driven by higher net income, adjusted for non-cash items, in the current period, partially offset by higher working capital outflows in the current period.

Net Cash Used in Investing Activities

Net cash used in investing activities increased by $71 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The change is primarily driven by higher net purchases of property, plant, and equipment in the current period, primarily driven by the Merger.

Net Cash Provided by Financing Activities

Net cash provided by financing activities increased by $121 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The change is primarily driven by higher net borrowings of commercial paper in the current period, partially offset by higher dividends paid, and higher dividend per share paid for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. These changes were primarily driven by the Merger.

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.

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 incurred outside the guarantor group as well as the secured indebtedness we can incur to an aggregate of 15.0% 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, stepping up to 4.25 times for the twelve consecutive calendar months following the consummation of an acquisition with aggregate consideration in excess of $375 million. The negative pledge arrangements and the financial covenants are defined in the related debt agreements. As of September 30, 2025, we were in compliance with all applicable covenants under our bank debt facilities.

Our net debt as of September 30, 2025, and June 30, 2025, was $14.0 billion and $13.3 billion, respectively.

Debt Facilities

As of September 30, 2025, the revolving senior bank debt facility had an aggregate limit of $3.75 billion, of which $2.44 billion had been drawn (inclusive of amounts drawn under commercial paper programs reducing the overall balance of available senior facilities). Our senior facility is available to fund working capital, growth capital expenditures, and refinancing obligations. Subject to certain conditions, we can request the total commitment level under the agreement to be increased by up to $1.0 billion.

Dividend Payments

We declared and paid a $0.1275 cash dividend per ordinary share during the three months ended September 30, 2025.

Credit Rating

Our capital structure and financial practices have earned us investment grade credit ratings from three 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

In the three months ended September 30, 2025, the Company did not maintain a share repurchase program as the prior program had expired on its terms.

We had cash outflows of $22 million and $43 million for the purchase of our shares in the open market during the three months ended September 30, 2025, and 2024, respectively, as treasury shares to satisfy the vesting and exercises of share-based compensation awards. As of September 30, 2025, and June 30, 2025, we held treasury shares at a cost of $35 million and $6 million, respectively, representing approximately 3.6 million and 0.5 million shares, respectively.