As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/30/05  Amcor Ltd                         20-F        6/30/05    8:11M                                    Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual and Transition Report of Foreign Private     HTML   6.91M 
                          Issuers                                                
 2: EX-4        Ken McKenzie's Employement Agreement                HTML     72K 
 3: EX-7        Calculation of Basic and Diluted Earnings Per       HTML    157K 
                          Share                                                  
 4: EX-8        Amcor's Significant Subsidiaries as of December     HTML     18K 
                          20, 2005                                               
 5: EX-12.A     Certification of the Company's CEO and Managing     HTML     12K 
                          Director                                               
 6: EX-12.B     Certification of the Company's CFO                  HTML     12K 
 7: EX-13.A     Section 1350 Certification of the Company's CEO     HTML      9K 
                          and Managing Director                                  
 8: EX-13.B     Section 1350 Certification of CFO                   HTML      9K 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F

 

o                                 Registration Statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

 

or

 

ý                                 Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended June 30, 2005

 

or

 

o                                 Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from                                               to                                              

 

Commission file number: 0 - 18893

 

AMCOR LIMITED

ABN 62 000 017 372

(Exact name of Registrant as specified in its charter)

 

NEW SOUTH WALES, AUSTRALIA

(Jurisdiction of incorporation of organisation)

 

679 VICTORIA STREET, ABBOTSFORD, VICTORIA 3067 AUSTRALIA

(Address of principal executive offices)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

None

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

 

Ordinary Shares

American Depositary Shares

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

 

None

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.

 

Ordinary Shares – 878,182,834

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ý                    No  o

 

Indicate by check mark which financial statement item the registrant elected to follow:

 

Item 17  o             Item 18 ý

 

 

ITEM 3                                                        KEY INFORMATION

 

A.                                                                                    Selected Financial Data

 

Definitions

 

“Company” or “Amcor Limited” means Amcor Limited ABN 62 000 017 372, the listed holding company of the Amcor Group. “Amcor” or “we” or “our” means Amcor Limited and all its controlled entities.

 

Our fiscal year ends on June 30.  The fiscal year ended June 30, 2005 is referred to herein as “2004-05” and other fiscal years are referred to in a corresponding manner.  All other references are to calendar years.

 

 “A-GAAP” or “Australian GAAP” means Australian generally accepted accounting principles.

 

 “US-GAAP” or “US GAAP” means United States generally accepted accounting principles.

 

“AIFRS” means “Australian equivalents to International Financial Reporting Standards”.

 

“AASB” means Australian Accounting Standards Board.

 

“IASB” means International Accounting Standards Board.

 

“UIG” means the Urgent Issues Group.

 

“Significant items” means items of revenue and expense included in the operating profit or loss which are disclosed as significant under A-GAAP by reason of their size and effect on the operating profit or loss.  Significant items are not necessarily non-recurring items.  See Note 4 to the Consolidated Financial Statements.

 

 “Consolidated Financial Statements” means the audited consolidated balance sheets of Amcor as of June 30, 2005 and 2004 and the audited consolidated income statements and statements of cash flows for each of the one-year periods ended June 30 for the years 2005, 2004, and 2003 together with accompanying notes, included and incorporated by reference herein.

 

“PBITDA” refers to profit before interest, income tax, depreciation and amortization excluding significant items.

 

“PBITA” refers to profit before interest, income tax and amortization excluding significant items.

 

“PBIT” refers to profit before interest and income tax excluding significant items.

 

“Segment Result” refers to profit before interest, income tax and amortization excluding significant items (PBITA).

 

“ACCC” refers to the Australian Competition and Consumer Commission.

 

“NZCC” refers to the New Zealand Commerce Commission.

 

The selected financial data appearing below as at June 30, 2005 and 2004, and for years ended June 30, 2005, 2004 and 2003, is set forth in Australian dollars (except as otherwise indicated), is derived from our audited Consolidated Financial Statements, which are included in this Annual Report.  Certain A$ amounts have been translated into US$ amounts at the exchange rate specified.  These translations are indicative only and do not mean that the A$ amounts could be converted to US$ at the rate indicated.   The selected financial data at June 30, 2003, 2002 and 2001 and for years ended June 30, 2002 and 2001 have been derived from our audited Consolidated Financial Statements not included in this Annual Report. Amcor’s audited Consolidated Financial Statements are prepared in accordance with A-GAAP, which differ in certain respects from US-GAAP.  See Note 41 to the Consolidated Financial Statements for a discussion of the significant differences between A-GAAP and US-GAAP as they apply to Amcor for the periods presented therein.   Certain 2004, 2003, 2002 and 2001 amounts in accordance withe US GAAP have been restated to correct errors identified in prior year accounts.  Refer Note 41, for further details.  The restatements had no impact on amounts in accordance with AGAAP. Also, see Note 39 to the Consolidated Financial Statements for a discussion of the impact of adopting Australian Equivalents to International Financial Reporting Standards as they will apply to Amcor for reporting periods beginning July 1 2005.

 

5

 

Selected Financial Data prepared in accordance with US GAAP (5)

 

		2005 (1)				2005			2004			2003			2002			2001
						Restated (5)			Restated (5)			Restated (5)			Restated (5)			Restated (5)
						(In millions, except ratios, other data and per share amounts)
Income Statement Data:
Sales revenue		US$	8,441.9			A$	11,099.6		A$	10,405.9		A$	10,709.9		A$	7,472.4		A$	5,667.2
Net Profit		156.5				205.7			364.3			355.5			797.1			264.1
Earnings per Share (4)
Net Profit		US$		0.17		A$	0.23		A$	0.42		A$	0.43		A$	1.20		A$	0.42
Basic		US$		0.17		A$	0.23		A$	0.41		A$	0.42		A$	1.08		A$	0.41
Diluted
Per American Depository Share (“ADS”);
Earnings per ADS
Net Profit		US$		0.70		A$	0.92		A$	1.68		A$	1.70		A$	4.79		A$	1.68
Basic		US$		0.70		A$	0.92		A$	1.66		A$	1.69		A$	4.34		A$	1.65
Diluted
Balance Sheet Data (at period end):
Current assets		US$		2,683		A$	3,527		A$	3,250		A$	3,141		A$	4,591		A$	2,683
Total assets		7,992				10,508			10,774			10,000			9,010			6,989
Total long-term debt (including finance leases)		1,898				2,496			2,543			1,770			2,058			1,938
Other capital resources (3)		229				301			332			446			543			426
Shareholders' equity/net assets		2,954				3,884			4,169			3,923			3,948			2,083
Number of shares (millions)		—				878.2			878.0			848.2			822.6			633.2

 

(1)                                 Income statement data and balance sheet data have been translated at the noon buying rate on June 30, 2005 of A$1.00 = US$0.7606.

 

(2)                                 Dividends have been translated into U.S. dollars at the noon buying rate on the date of payment, except for the 2004-05 final dividend of A$0.17 per Ordinary Share, payable on September 28, 2005, which has been translated at the June 30, 2005 noon buying rate of A$1.00 = US$0.7606.

 

(3)                                 Includes subordinated convertible unsecured notes which have no maturity dates.  These notes are subordinated to all other obligations of Amcor save for issued capital.

 

(4)                                 Includes undated subordinated convertible securities, partly-paid ordinary shares and Perpetual Amcor Convertible Rest Securities (PACRS).

 

(5)                                 Certain 2004, 2003, 2002 and 2001 amounts in accordance with US GAAP have been restated to correct errors identified in prior year accounts.  Refer Note 41, for further details.  The restatements had no impact on amounts in accordance with AGAAP.

 

7

 

Exchange Rates

 

A majority of Amcor’s revenue and earnings is derived from assets and operations outside of Australia, and those assets, revenue and earnings are denominated in foreign currencies. Most of these are denominated either in US dollars or Euros. Therefore, because Amcor presents its financial statements in A$, appreciation of the A$ against the US$ or the Euro will adversely affect the A$ amount of those assets, revenue and earnings. In addition, fluctuations in the exchange rate between A$ and US$ or Euros will affect the US$ or Euro equivalent of the A$ price of our shares on the ASX and the US$ or Euro value of any cash distributions paid on the shares in A$.

 

Fluctuations in the A$/US$ exchange rate will affect the US$ equivalent of the A$ price of Ordinary Shares on the ASX and, as a result, are likely to affect the market price of the our American Depositary Shares (“ADSs”) in the United States.  Such fluctuations would also affect the US$ amounts received by holders of ADSs on conversion by the depositary of cash dividends paid in A$ on the Ordinary Shares underlying the ADSs (see Item 3D – Risk Factors).

 

In this Annual Report, unless otherwise specified or the context otherwise requires, Australian dollar amounts are denoted by “A$”, Euro amounts are denoted by € and United States dollar amounts are denoted by “US$”. For convenience, certain A$ amounts have been translated into US$ amounts at the exchange rate specified. These translations are indicative only and do not mean that the A$ amounts could be converted to US$ at the rate indicated.

 

On December 22 2005, the noon buying rate was US$0.7321 = A$1.00.

 

For each of the periods indicated, the relevant noon buying rates for cable transfers of US$ payable in Australian dollars as certified for customs purposes by the Federal Reserve Bank of New York, were:

 

Fiscal Year:		2004-05		2003-04		2002-03		2001-02		2000-01
Average (1)		.7530		.7164		.5891		.5242		.5372
Period-end		.7624		.6947		.6714		.5644		.5100
High		.7976		.8008		.6738		.5756		.5996
Low		.6880		.6339		.5278		.4842		.4828

 

(1)           The average of the closing buying rates on the last day of each month during the year.

 

The high and low exchange rates for the six months preceding the date of this report were:

 

Month:		Nov 2005		Oct 2005		Sept 2005		Aug 2005		July 2005		June 2005
High		0.7451		0.7630		0.7731		0.7739		0.7661		0.7792
Low		0.7267		0.7468		0.7537		0.7469		0.7403		0.7498

 

B.                                                                                    Capitalisation and Indebtedness

 

Not applicable

 

C.                                                                                    Reasons for the Offer and the Use of Proceeds

 

Not applicable

 

8

 

D.                                                                                    Risk Factors

 

General Economic Conditions

 

Amcor’s business may be affected by general economic conditions within Australia and globally (including, for example, government fiscal, monetary and regulatory policies, interest rates, tax rates, foreign exchange rates, oil prices, inflation and the industrial relations environment). Changes in the economic conditions in markets in which we operate may result in customers changing spending patterns and their level of general consumption, which may have a material adverse effect on our operating and financial performance.  From time to time input costs may rise particularly, but not only, resin and energy costs, and there may be a mismatch in the timing of recovery of these increases via increased prices to customers.

 

Technology

 

We operate in highly competitive business segments. Our industry continues to change in response to technological innovations and other factors. We cannot predict with certainty the changes that may affect our competitiveness. In particular, Polyethylene Terephthalate (which we will refer to as PET) product design and development may be subject to rapid technological change. We cannot predict whether technological innovations will make some of our products, production processes or distribution techniques wholly or partially obsolete. If this were to occur, we may be required to invest significant resources to further adapt to the changing competitive environment. In such a case the investments could negatively affect our profitability and results of operations.

 

Increased or New Competition

 

While we have a strong position in each of our key market segments (both in Australia and internationally), new competitors may emerge in the market and potential rivals may seek to increase market share. Price competition may have the effect of reducing margins and profitability.

 

Laws and Regulations

 

Our operations could be affected by government actions such as controls on prices, new forms of taxation and increased government regulation in the countries in which we operate. We also operate in some countries that pose political risks including civil unrest, nationalisation and changes in laws and policy. These political risks could have an adverse impact on the profitability of our operations.

 

Competition Law Investigations

 

The ACCC continued its investigation of conduct by Amcor that raised concerns under Australian competition laws.  On December 21, 2005 the ACCC commenced legal proceedings in the Federal Court of Australia against certain Visy Group companies and executives in respect of alleged cartel conduct in the Australian corrugated packaging industry.  The ACCC also announced that Amcor and its former senior executives have to date received immunity against ACCC-initiated court proceedings for any alleged cartel conduct.  Accordingly Amcor is not a party to the Federal Court proceeding, conditional upon continuing full cooperation from Amcor and such former executives.  The NZCC investigation of conduct by Amcor that raised concerns under New Zealand’s competition laws is incomplete.  As previously notified, Amcor has been granted conditional immunity by the NZCC against NZCC-initiated court proceedings for any alleged cartel conduct.  The granting of immunity by the ACCC and the NZCC does not exclude or limit the rights of third parties who claim to have suffered loss or damage to take legal proceedings.  It is not possible at this stage to predict whether any alleged cartel conduct in Australia or New Zealand will result in third party proceedings for damages against Amcor or the loss of customers by Amcor. Although it is not possible at present to provide a reasonable estimated range of any damages that may be awarded if third party proceedings are commenced, there can be no assurance that any damages which ultimately may be awarded will not be material to the results of operations or the financial condition of Amcor.

 

9

 

Amcor’s history dates back to the 1860s and Australia’s first paper making activities.  Until 1980, Amcor was almost exclusively a forestry, pulp and paper company in Australia.  Since that time, however, Amcor has implemented a major program of expansion that resulted in a shift away from sole reliance on pulp and paper products in Australia and the development of a diversified and integrated international packaging and paper company. Amcor has grown through a combination of acquisitions, “greenfield” developments where suitable acquisitions could not be obtained and expansion of capacity of existing businesses.

 

After a two year rationalization and restructuring program in 1997-98 and 1998-99, when a number of non-core or under-performing businesses were disposed of Amcor embarked upon the following:

•                  In April 2000 after shareholder and court approval Amcor demerged its paper manufacturing and fine paper distribution businesses;

•                  In May 2001, Amcor announced its intention to sell its 50% investment in Kimberly-Clark Australia Pty Ltd (KCA).

 

The demerger and sale of KCA were strategic initiatives intended to enable Amcor to realize its goal of becoming a leading global packaging company by enhancing its ability to pursue opportunities to further develop businesses in new products, services and markets.

•                  In July 2002 Amcor acquired Schmalbach-Lubeca’s PET and closures businesses;

•                  In August 2003 Amcor acquired Rexam’s healthcare flexibles packaging operations.

 

These were key steps in implementing this strategy.

 

Amcor’s Strategy

 

Amcor’s aim is to be a global leader in the packaging industry, targeting specific segments predominantly in the food and beverage industries.

 

In Australia and New Zealand, Amcor has a broad product offering and is the number one or number two supplier in most segments in which it participates.  Over the past three years, Amcor’s Australian and New Zealand businesses have delivered a stable earnings stream.

 

Outside of Australia and New Zealand, Amcor’s strategy is to be a leader in specific market sectors. These market sectors are:

 

•                  flexible packaging for the food, beverage, healthcare and industrial markets;

•                  PET bottles and jars for beverage and food applications;

•                  specialty printed cartons for tobacco, confectionery, health and beauty markets;

•                  distribution of packaging products and related goods; and

•                  plastic and metal closures.

 

Amcor believes that all these market sectors are attractive because they exhibit one or more of the following key characteristics:

 

•                  prospects of higher than industry average growth;

•                  the ability to create value-added products and services, which provid the opportunity for Amcor to differentiate itself from its competitors; and

•                  the ability for Amcor to establish a leading presence, either regionally or globally.

 

Amcor implemented this strategy through a number of transactions that have reshaped it over recent years.

 

The most significant of these include:

 

•                  the creation in June 2001 of the leading European flexible packaging business through a three way joint venture between Amcor Flexibles Europe, Danisco Flexible and Ahlstrom and the subsequent purchase of the minority stake in July 2003; and

 

•                  the acquisition in July 2002 of the PET Container and closures operations of Schmalbach-Lubeca.

 

The Schmalbach-Lubeca businesses represented an attractive opportunity that was consistent with Amcor’s strategy. In acquiring these businesses, Amcor has become the leading manufacturer of PET containers globally. Additionally, the acquisition has allowed us to expand our activities in segments that exhibit higher than average industry growth and given us the ability to offer a greater number of value-added products.

 

11

 

Competition Law Investigations

 

The ACCC and the NZCC continued their investigations of conduct by Amcor that raised concerns under Australian and New Zealand competition laws.  Amcor has been granted conditional immunity by the ACCC and NZCC in accordance with their relevant leniency policies for cartel conduct.  See Item 8, “Financial Information – Legal Proceedings” for further information.

 

B.                                                                                    Business Overview

 

General Overview of Our Business

 

Amcor operates its business through six main divisions:

 

Amcor PET Packaging manufactures PET packaging for a broad range of predominantly beverage & food products, including carbonated soft drinks, water, juices, sports drinks, milk-based beverages, spirits and beer, sauces, dressings, spreads and personal care items.

 

Amcor Australasia manufactures a broad range of packaging items throughout Australia and New Zealand.

This includes corrugated boxes, tobacco cartons, folding cartons; steel and aluminium cans for foods, beverages and household products; PET plastic jars and bottles; plastic and metal closures; glass wine bottles; multiwall sacks, paper, cartonboard and paper recycling.

 

Amcor Flexibles is a manufacturer of flexible and film packaging in the food and beverage and pharmaceutical sectors, including confectionery, coffee, fresh food and dairy, as well as high value-added medical applications.

 

Amcor Sunclipse operates distribution and manufacturing units.  The distribution unit purchases, warehouses, sells and delivers a wide variety of products.  The business manufactures corrugated and other principally fibre based specialty product packaging including ‘point of sale” displays.

 

Amcor Rentsch & Closures manufactures speciality folding cartons for tobacco, confectionery and cosmetics; and plastic and metal caps and lids for a wide variety of applications.

 

Amcor Asia is a supplier of tobacco carton packaging, flexible plastic packaging; corrugated boxes, fibre sacks for the food and industrial markets and closures for the beverage industry.

 

At November 27, 2005, Amcor had approximately 27,000 employees at 237 manufacturing plants and 42 distribution facilities in 39 countries and 126,000 shareholders.

 

The manufacturing plants by business are as follows:

 

Amcor PET Packaging		82 plants* in 21 countries
Amcor Australasia		65 plants in 2 countries
Amcor Flexibles		46 plants in 19 countries
Amcor Sunclipse		11 plants and 42 distribution facilities in 2 countries
Amcor Rentsch & Closures		18 plants in 14 countries
Amcor Asia		15 plants in 5 countries

 

* Includes all on-site blowing and injection facilities.

 

14