Amcor Ltd.

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Amcor Ltd.

679 Victoria Street
Abbotsford, Victoria 3067
Australia
Telephone: (61) 3 9226-9000
Fax: (61) 3 9226-9050
Web site: www.amcor.com

Public Company
Incorporated: 1926 as Australian Paper Manufacturers Ltd.
Employees: 29,063
Sales: AUD 11.1 billion ($8.43 billion) (2005)
Stock Exchanges: Australia NASDAQ
Ticker Symbol: AMCR, AMC
NAIC: 322212 Folding Paperboard Box Manufacturing; 332431 Metal Can Manufacturing; 326160 Plastics Bottle Manufacturing

Headquartered in Australia, Amcor Ltd. operates as an international packaging company. It has manufacturing facilities in 39 countries across the globe that produce corrugated boxes, cartons, aluminum and steel cans, flexible plastic packaging, polyethylene terraphthallate (PET) plastic bottles and jars, closures, and multi-wall sacks. As part of a reorganization plan, the company sold off noncore and unprofitable assets—including its paper business—during the late 1990s and into the new millennium. Amcor acquired the PET and Closures business of Schmalbach-Lubeca AG in 2002. The deal positioned Amcor as the third largest packaging concern in the world.

THE EARLY YEARS

Amcor began as a paper making business called the Australian Paper Manufacturers Ltd. (APM). The origins of APM (although it was not incorporated under this name until 1926) can be traced back to the 1860s and to some of the earliest Australian ventures in paper making. The 1860s were years of rapid industrial growth in Australia's New South Wales and neighboring Victoria. The gold rushes initiated not only rising prosperity, but also an explosion in the area's population and available labor force. Furthermore, the introduction of a governmental protection policy for manufacturers in Victoria created a climate in which factories exploded in number. The paper making industry was no exception to this trend.

In 1864, the Collingwood Mill at Liverpool, New South Wales, was constructed for the Australian Paper Company. Four years later in Melbourne, Samuel Ramsden built his own mill and began production with the Number One Paper Machine. In 1871, William Fieldhouse erected Melbourne Number Two Paper Machine adjacent to Ramsden's mill; this operation was subsequently purchased by Ramsden. By the time a new entity—the Australian Paper Mills Company—was formed and registered in 1895, mills had been combined in Melbourne, Broadford, and Geelong. The company's capital was AUD 214,000 and its output was approximately 730 tons per year. The following year, it became the Australian Paper Mills Company Ltd.

Meanwhile, in the New South Wales capital of Sydney, John Thomson Brown had started a business of his own, trading in meat, grain, and farming and household goods. In 1885 David Henry Dureau became Brown's Melbourne partner. Their company would later play an important role in APM/Amcor's future. Brown and Dureau's company thrived, and was incorporated as Brown & Dureau, Ltd. in 1910. Over the years, as general commission agents, Brown and Dureau handled a wide range of goods.

In the first two decades of the 1900s, the Australian Paper Mills Company Ltd. entered a period of expansion as Australia's overseas trade doubled from the start of the century. In 1920, the Australian Paper Mills Company Ltd. combined forces with Sydney Paper Mills Ltd. to form the Australian Paper and Pulp Company Ltd. This entity then merged with the Cumberland Paper Board Mills Ltd. in 1926, and the operating company of APM was finally formed. This company would continue to function under that name for years to come, and into the 1990s as the pulp and paper making arm of Amcor.

THE WAR YEARS

In 1936, an agreement was signed between APM and the Victorian Forest Commission covering the procurement of wood pulp. Later that year, the 1936 Wood Pulp Agreement Act was passed by the Victorian parliament and led to the establishment of the Maryvale pulp mill. This pilot mill began semi-commercial production of eucalyptus kraft pulp in March 1938, and the main mill started commercial production the following year.

The year 1939 saw the outbreak of World War II and the worst bush fires in Victoria's history. APM's mill buildings survived, but the majority of its prime pulp wood source was destroyed. The company found, however, that fire-killed timber could still be used for pulping. This was fortunate, as the advent of the war brought about drastic changes in APM's operations: Imports ceased abruptly, price controls were imposed by the federal government, a wartime profits tax was imposed, and Australian industries were required to provide military equipment to meet defense needs. Within two years, 70 percent of APM's total production was directed toward the manufacture of ammunitions and war equipment. During this period, the company demonstrated its strength as an innovator, supplying purified cellulose for the manufacture of smokeless cordite and other propellants for the Allied forces. APM also developed special papers and boards to resist moisture penetration for the troops fighting in tropical regions.

Wartime conditions also prompted APM to increase its self-sufficiency. For example, before the war began, 80 percent of APM's total pulp requirements was imported, compared with times during and after the war, when 80 percent of its necessary raw materials was derived from local sources. In addition, the war demanded self-sufficiency in fuel; in 1946, the company acquired a controlling interest in Maddingley Brown Coal Pty. Ltd. This acquisition, combined with the purchase of further coal-bearing land, soon produced 10,000 tons of coal per week and supplied all of the Victorian mills as well as other commercial and public enterprises.

Although APM was designated a "protected" industry by the Australian federal government during the war, the company nevertheless saw 25 percent of its workforce enlist. Therefore, it recruited women to work in the mills. The company still operated with a decreased staff, but despite this and other hardships—such as a coal strike in New South Wales and further bush fires in 1944—the company managed to continue the expansion of its mills. Production grew dramatically from 92,000 tons in 1938, to 131,000 tons in 1942.

Toward the end of the war, APM's managing director, Sir Herbert Gepp, set up a Post-war Planning Committee to win back freedom from government control and the wartime profit tax and to prepare a case for reasonable tariff protection against the inevitable resurgence of competitive imports. The committee also discussed APM's future strategy, which was to include the extension of operations in wrapping paper and board; expansion into converting operations, such as the manufacturing of cartons and containers from APM's paper and board; and the manufacture of allied products such as cellophane and tissues.

COMPANY PERSPECTIVES

Amcor's mission is to generate sustainable shareholder value by: becoming the premier packaging solutions provider; creating superior customer service relationships and values; and encouraging and rewarding employees to achieve the highest standard of performance.

POSTWAR DIVERSIFICATION EFFORTS

War time had resulted in major reorganizations, both financial and administrative. The development of public relations at APM was changed, and a new emphasis on industrial relations was adopted. The company still possessed a monopoly on the country's wrapping paper and board markets, and was firmly established in mainland Australia as the country's largest paper and pulp company. In the 1950s, APM initiated a foray into the corrugated packaging industry in which it was later to make significant acquisitions. Before 1940, there were four Australian companies operating in the corrugated packaging field; J. Fielding & Co. was the earliest, installing the first corrugator in 1914 at Buckingham Street in Sydney to produce the corrugating medium for packaging. In 1950, APM bought the first 96-inch corrugator, with plans to install it on the Springvale wastepaper recycling site, but instead sold it to Fielding.

The 1960s saw APM extend its interests to the production of other paper products. In 1963, it established the jointly owned Kimberly-Clark Australia Ltd., in partnership with the Kimberly-Clark Corporation of the United States. The subsidiary produced all kinds of tissue products.

It was in the 1970s that Brown & Dureau, Ltd. took on a significant role in the history of APM/Amcor. Brown & Dureau acquired the Eastern Tool Company, Lukey Mufflers, and Angus Hill Holdings, which would later form the nucleus of Amcor's automotive division. In 1975 Stan Wallis became the deputy managing director of APM, which marked the beginning of many years of strong leadership for the company. Under Wallis, APM began a process of diversification in the late 1970s. One of the most important acquisitions was that of Brown & Dureau in the financial year 1978–79. This purchase brought APM substantial interests in the fields of international trading, automotive, retailing, and aviation.

ACQUISITIONS: 1980 TO 1990

In the following decade, more major acquisitions for APM included the Ingram Corporation Ltd. and Edwards Dunlop & Co. Ltd., a paper merchant and stationery manufacturer, respectively. From these acquisitions grew the merchanting, stationery, and designer products divisions. During the same period, APM acquired 40 percent of James Hardie Containers, manufacturers of corrugated fiber boxes for packaging food and drink.

In 1982, APM acquired Containers Packaging, the fourth major wholly owned subsidiary. That same year, New Zealand Forest Products (NZFP)—that country's leading forestry group—formed a joint venture company with APM, allocating 50 percent of the shares to each corporation, and called it Anfor. This was set up to develop a corrugated box plant in Hong Kong, with NZFP supplying liner board and APM supplying the corrugating medium to make boxes to be sold to Chinese, South Korean, and Japanese customers.

In 1986, APM bought the balance of James Hardie Containers and an era of rationalization began. During this time period, plants were acquired from Reed Corrugated Containers, J. Fielding & Co., Tasman U.E.B., United Packages, Corrugated Paper, Fibreboard Containers, Fibre Containers, J. Gadsden Paper Products, Tasmanian Fibre Containers, and Cardboard Containers. Also in 1986, the company adopted the name of Amcor Ltd., in order to better reflect the company's emerging diversity in its holdings.

KEY DATES

1864:: Collingwood Mill at Liverpool, New South Wales, is constructed for the Australian Paper Company.
1868:: Samuel Ramsden builds his own mill and begins production with the Number One Paper Machine.
1871:: William Fieldhouse erects Melbourne Number Two Paper Machine adjacent to Ramsden's mill; this operation is subsequently purchased by Ramsden.
1895:: Australian Paper Mills Company is formed and registered.
1910:: Brown & Dureau, Ltd. is incorporated.
1920:: The Australian Paper Mills Company Ltd. combines forces with Sydney Paper Mills Ltd. to form the Australian Paper and Pulp Company Ltd.
1926:: Australian Paper and Pulp merges with Cumberland Paper Board Mills Ltd. to form Australian Paper Manufacturers Ltd. (APM).
1978:: APM sets plans in motion to purchase Brown & Dureau.
1986:: The company adopts the Amcor Limited moniker.
2000:: The company spins off its Amcor Printing Papers Group.
2002:: The PET and Closures business of Schmalbach-Lubeca AG is acquired.

Near the middle to end of the decade, Stan Wallis embarked on an ambitious program of capital investment in import-substituting plants, and in reopening existing plants to supply growing export markets. But not all of Stan Wallis's plans were successful. In April 1987, a possible merger between NZFP and Amcor was announced. The proposed merger would have covered only the pulp and paper production and marketing of the two companies, thus stopping short of a full merger of operations. But in August 1987, Amcor received the New Zealand Commerce Commission's decision: The merger would not go ahead.

The principal reason for the commission's rejection was that the proposed new entity would have a virtual monopoly of the manufacture and import of kraft paper and paperboard in New Zealand. The same obstacle did not impede Fletcher Challenge, Amcor's main domestic rival. Amcor promptly sold its 11 percent stake in NZFP to the Rada Corporation, which some thought was a defense against a Fletcher Challenge takeover. In 1986–87 Kiwi Packaging of New Zealand also became a wholly owned subsidiary of Amcor, running five corrugating plants and two sheet plants.

Amcor then turned to offshore investment opportunities. In 1988, the year following the failed merger with NZFP, the group announced that it was concentrating on overseas business expansion; as evidence, it switched Don B. Macfarlane to the newly created post of general manager of international business development. According to Amcor, the creation of Macfarlane's new post signified its commitment to a structured and systematic approach to expansion outside Australia.

Throughout the decade, Amcor's packaging division established two plants: one at Smithfield, New South Wales; and another at Scoresby, Victoria. In the financial year 1988–89 it bought 46 percent of Sydney's Universal Containers. During the 1980s Amcor's key objectives were to broaden its range of activities, particularly into packaging; to restructure its core pulp and paper businesses and integrate forward into paper converting in Australia; and to commence major overseas expansion. In June 1989, Amcor bought Twinpak, the largest plastics containers producer in Canada with 13 plants spread across the country. The acquisition accounted for a significant proportion of the 32 percent increase in containers packaging sales in the financial year 1989–90.

In 1989 Amcor appointed a new chairman, Sir Brian Inglis. He replaced Alan Skurrie, who had held the office for five years and had an association of more than 55 years with Amcor. Amcor's 1989–90 annual report recorded expenditures during the five years through June 1990 of AUD 2 billion on capital equipment and acquisitions. The company's commitment to growth was clear. Yet for all the ambition of the program, funding for Amcor's investments came principally from internal cash flow, as well as from the sale of assets and some borrowing. The program was financially conservative.

It was at that time that Sunclipse Incorporated was acquired, which was a California-based corrugated box manufacturer and distributor of packaging products. Amcor Packaging (Europe) Ltd. was another development, constituting Amcor's first direct investment in the United Kingdom—a corrugated box plant on a green-field site in Cambridgeshire. A 49 percent share in SACOC, a French corrugated box manufacturer, also was acquired near the turn of the decade.

1990 TO 2000: CONTINUED DIVERSIFICATION

After setting out to diversify in the 1980s, paper accounted for only 19 percent of Amcor's 1990 sales, compared with 57 percent a decade earlier. Much of this diversification was achieved through acquisitions, which typified almost all of the company's activity in the 1980s and 1990s. In June 1990 Amcor Fibre Packaging was formed to manage the group's international corrugated box manufacturing and related activities. It included APM Packaging, Kiwi Packaging, Sunclipse, Amcor Packaging (Europe), SACOC, and Anfor. At that time, in total, it had the capacity to manufacture almost one million tons per year of corrugated products, accounting for more than half of the capacity of others outside Australia.

The following year, Amcor's Containers Packaging subsidiary added New Zealand Can Ltd. to its holdings for AUD 45 million. Amcor also purchased an eventual 42 percent stake in Spicers Paper Ltd., an Australian stationery producer, and a 49 percent portion of Willander Holdings, another corrugated box manufacturer that was stationed in the United Kingdom.

In 1993 Amcor moved to consolidate its rapidly expanding holdings into three main divisions. Its Containers Packaging division was mainly responsible for the production of plastic and metal containers for food packaging; Amcor Fibre Packaging dealt with the company's corrugated cardboard products; and the Amcor Paper Group division was responsible for the manufacture of paper, stationery, paperboard, and coated paper products. In the wake of numerous acquisitions that year, Amcor also began to sell off operations that either deviated from the above categories, or that were generally unprofitable. Divestitures included the company's games division (including Amcor's rights to "Scrabble"), Amidale Industries Ltd./Croxley Collins Olympic N.Z., and Petersen Contact Stationers. Amcor also purchased almost 20 new holdings in 1993 and 1994.

In 1994, Amcor also began operations at a new paper mill in Prewitt, New Mexico in the United States. This mill, dubbed the McKinley Paper Company, was constructed to be a cost-effective operation and was positioned strategically to service the market in southern California and surrounding areas. The McKinley location immediately received high accolades from Amcor's top Australian-based executives due to its high-quality production and efficient operations, as well as to its intelligent geographic placement and ability to serve the surrounding market.

Internationally, Amcor continued its expansion-through-acquisitions plan, making 12 substantial purchases and selling four of its holdings in 1995. The company increased its revenue that year by more than AUD 1 billion from its 1994 figures. Activity in 1996 followed suit, as the company again consolidated its holdings with new purchases and the divestiture of inconsistent and unprofitable operations.

INTO THE 21ST CENTURY

Entering the end of the 20th century, Amcor positioned itself for continued future success. Major challenges facing the company were the ability to adapt to vastly increasing public awareness of environmental issues, and also the ability to continue its trend of becoming even more competitive at the international level. Amcor's focus on the second goal was obvious, however, after the company had spent almost the entire span of the 1990s acquiring holdings on a global level that would help position it for growth. In 1997, the company formed subsidiary Amcor Europe.

During this time period, Amcor found it necessary to restructure its holdings and sell off noncore assets as part of its plan to become a global force in the packaging industry. It sold the Brown and Dureau Building Materials business, its rigid plastics division, and Amcor Fibre Packaging Europe. Overall, Amcor divested approximately $300 million in assets during the late 1990s.

The company entered the new millennium focused on its global strategy. In 2000, Amcor decided to spin off Amcor Printing Papers Group—the paper business with roots dating back more than 100 years. The group was spun off as PaperlinX Limited in April of that year. This step in Amcor's reorganization strategy allowed it to focus on its international packaging operations, which it bolstered over the next several years through a series of acquisitions.

In 2001, the company acquired CNC Containers, a U.S.-based PET bottle manufacturer. It also merged its Amcor Flexibles Europe subsidiary with Danisco Flexible and Akerlund & Rausing. Perhaps its boldest move to date came in 2002, when it made a play for the PET and Closures business of Germany-based Schmalbach-Lubeca AG. The $1.6 billion deal positioned Amcor as the largest PET packaging manufacturer in the world and the third largest packaging company overall.

With the Schmalbach-Lubeca purchase under its belt, Amcor added Tobepal S.A., Rexam plc's healthcare flexibles business, and Alcoa's Latin American PET business to its growing arsenal. In 2003, Amcor bought the PET injection and blow molding assets of Mexico's Embotelladoras Arca S.A. de C.V.

During 2004 Amcor found itself at the center of an investigation by the Australian Competition and Consumer Commission (ACCC) and the New Zealand Commerce Commission (NZCC) for cartel, or price-fixing, activity. As part of an internal investigation of four senior executives in its corrugated box division, Amcor had uncovered illegal activity. Amcor notified the ACCC and NZCC of the potential breach of anti-competition laws and agreed to cooperate fully in their investigations. Meanwhile, Amcor's managing director, Russell Jones, and managing director of Amcor Australasia, Peter Sutton, stepped down. In July 2005, Ken MacKenzie was named managing director. In December, Amcor was granted immunity by the ACCC as a result of its cooperation while competitor Visy Industries Pty. came under attack for its involvement in cartel activities.

By this time, slowing global economies and rising raw material costs were eating into Amcor's bottom line. With MacKenzie at the helm, the company embarked on a mission to review the operations at its 240 manufacturing facilities in an attempt to shore up profits. According to an August 2005 Wall Street Journal article, MacKenzie promised to "fix, sell or close" unprofitable plants. While Amcor had successfully transformed itself into one of the largest packaging companies in the world, its future hinged on its ability to control costs, streamline operations, and secure solid profits.

Mary Scott

Updated, Laura E. Whiteley, Christina M. Stansell

PRINCIPAL SUBSIDIARIES

Amcor Investments Pty. Ltd.; Amcor Packaging (New Zealand) Ltd.; Amcor Packaging (United States), Inc.; Amcor Sunclipse—North America, Inc.; Amcor Europe (United Kingdom); Amcor Packaging Asia Pty. Ltd.; Amcor Packaging (Australia) Pty. Ltd.; Amcor European Holdings Pty. Ltd.; Amcor European Consolidated Holdings Ltd.; Amcor Holding (United Kingdom); Amcor Flexibles A/S (Denmark).