SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2005-12-30 | Period of Report: 2005-06-30 SEC Accession No. 0001104659-05-063179 (HTML Version on secdatabase.com) FILER AMCOR LTD Mailing Address Business Address GPO BOX 1643N 679 VICTORIA STREET CIK:869428| IRS No.: 000000000 | Fiscal Year End: 0630 MELBOURNE, VICTORIA ABBOTSFORD VICTORIA C3 Type: 20-F | Act: 34 | File No.: 000-18893 | Film No.: 051292834 AUSTRALIA C3 3001 3067 SIC: 3990 Miscellaneous manufacturing industries 61392269000 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 issuers classes of capital or common stock as of the close of the period covered by the Annual Report. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 TABLE OF CONTENTS Forward-Looking Statements PART I ITEM 1 Identity of Directors, Senior Management and Advisers ITEM 2 Offer Statistics and Expected Timetable ITEM 3 Key Information A. Selected Financial Data B. Capitalization and Indebtedness C. Reasons for the Offer and Use of Proceeds D. Risk Factors ITEM 4 Information on the Company A. History and Development B. Business Overview C. Organizational Structure D. Property, Plant and Equipment ITEM 5 Operating and Financial Review and Prospects A. Operating Results B. Liquidity and Capital Resources C. Research and Technology D. Trend Information E. Off-Balance Sheet Arrangements F. Tabular Disclosure of Contractual Obligations ITEM 6 Directors, Senior Management and Employees A. Directors and Senior Management B. Compensation C. Board Practices D. Employees E. Share Ownership ITEM 7 Major Shareholders and Related Party Transactions Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document A. Major Shareholders B. Related Party Transactions C. Interests of Experts and Counsel ITEM 8 Financial Information A. Financial Statements B. Significant Changes ITEM 9 The Offer and Listing ITEM 10 Additional Information A. Share Capital B. Constitution C. Material Contracts D. Exchange Controls E. Taxation F. Dividends and Paying Agents G. Statements by Experts H. Documents on Display I. Subsidiary Information 2 ITEM 11 Quantitative and Qualitative Disclosures about Market Risk ITEM 12 Description of Securities other than Equity Securities PART II ITEM 13 Defaults, Dividend Arrearages and Delinquencies ITEM 14 Material Modifications to the Right of Security Holders and Use of Proceeds PART III ITEM 15 Controls and Procedures ITEM 16A Audit Committee Financial Expert ITEM 16B Code of Ethics ITEM 16C Principal Accountant Fees and Services ITEM 16D Exemption from Listing Standards for Audit Committee PART IV ITEM 17 Financial Statements ITEM 18 Financial Statements ITEM 19 Exhibits 3 FORWARD-LOOKING STATEMENTS Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Certain statements contained in this Annual Report constitute forward-looking statements. Forward-looking statements involve subjective judgment and analysis and are subject to significant uncertainties, risks and contingencies, many of which are outside the control of, and are unknown to, Amcor. Forward-looking statements can generally be identified by the use of forward-looking words such as may, will, expect, intend, plan, seeks, estimate, anticipate, believe, continue, or similar words. No representation, warranty or assurance (express or implied) is given or made in relation to any forward looking statement by any person (including Amcor). In addition, no representation, warranty or assurance (express or implied) is given in relation to any underlying assumption or that any forward looking statements will be achieved. Actual future events may vary materially from the forward looking statement and the assumptions on which the forward looking statements are based. Given these uncertainties, readers are cautioned not to place undue reliance on such forward looking statements. In particular, we caution you that these forward looking statements are based on managements current economic predictions and assumptions and business and financial projections. Amcors business is subject to uncertainties, risks and changes that may cause its actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. The factors that may affect Amcors future performance include, among others: changes in the legal and regulatory regimes in which Amcor operates; changes in behaviour of Amcors major customers; changes in behaviour of Amcors major competitors; the impact of foreign currency exchange rates; general changes in the economic conditions of the major markets in which Amcor operates; These forward looking statements speak only as of the date of this Annual Report. Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, Amcor disclaims any obligation or undertaking to publicly update or revise any of the forward looking statements in this Annual Report, whether as a result of new information, or any change in events, conditions or circumstances on which any such statement is based. 4 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. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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.