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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
September 4, 2024
Date of Report (Date of earliest event reported)
O-I
GLASS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
1-9576 |
|
22-2781933 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
One Michael Owens Way
Perrysburg,
Ohio
(Address
of principal executive offices) |
43551-2999
(Zip
Code) |
(567)
336-5000
(Registrant’s telephone number, including
area code)
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
Symbol |
Name
of each exchange on which
registered |
Common
stock, $.01 par value |
OI |
The New
York Stock Exchange |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 7.01. | REGULATION FD DISCLOSURE. |
O-I Glass, Inc. (the “Company”)
has approved the closure of four furnaces, which includes a single-furnace plant, in the Americas segment. These closures are part of
the Company’s previously communicated Fit to Win initiative to reduce redundant capacity and begin to optimize its network. Additional
furnace closures and other restructuring actions are expected later in 2024.
The furnace and plant closures are expected to
occur within the next six months. The Company intends to facilitate the closures in a respectful manner for the approximately 200 people
impacted. Current customers of the impacted plants will continue to be served by the same plant or by other plants in the Company’s
network.
Subject to finalization of certain estimates,
the Company expects to record charges associated with the above closures of approximately $20 million in the third quarter of 2024. Major
components of the charges include approximately $14 million for impairment of plant-related assets, such as furnaces and machinery, and
$6 million for one-time employee separation benefits and other costs related to the closings (of which approximately $5 million relate
to future cash expenditures).
In addition, the Company’s Chief Executive Officer, Gordon Hardie,
and Chief Financial Officer, John Haudrich, are scheduled to present at the UBS Global Materials Conference (the “Conference”)
on Wednesday, September 4, 2024 at 3:30 p.m., Eastern Time.
A
live webcast of the presentation will be available at the following link: https://event.webcasts.com/viewer/event.jsp?ei=1685068&tp_key=3c947d5317. The
replay from the Conference will be posted within 24 hours of the presentation and will be archived through this link for 90 days following
the completion of the Conference. A copy of the presentation slides, which will be discussed at the Conference, is attached hereto as
Exhibit 99.1 and will also be available on the Company’s website, www.o-i.com/investors.
The
information contained in this Item 7.01 and in Exhibit 99.1 hereto is furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference
into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K contains
“forward-looking” statements related to the Company within the meaning of Section 21E of the Exchange Act and Section 27A
of the Securities Act. Forward-looking statements reflect the Company’s current expectations and projections about future events
at the time, and thus involve uncertainty and risk. The words “expect,” “intend,” “will,” “anticipate”
and other similar expressions generally identify forward-looking statements.
It is possible that the Company’s future
results may differ from expectations due to a variety of factors including, but not limited to: (1) the general political, economic
and competitive conditions in markets and countries where the Company has operations, including uncertainties related to economic and
social conditions, trade disputes, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, changes in
tax rates and laws, war, civil disturbance or acts of terrorism, natural disasters, public health issues and weather, (2) cost and
availability of raw materials, labor, energy and transportation (including impacts related to the current Ukraine-Russia and Israel-Hamas
conflicts and disruptions in supply of raw materials caused by transportation delays), (3) competitive pressures from other glass
container producers and alternative forms of packaging or consolidation among competitors and customers, (4) changes in consumer
preferences or customer inventory management practices, (5) the continuing consolidation of the Company’s customer base, (6) the
Company’s ability to improve its glass melting technology, known as the MAGMA program, and implement it within the timeframe expected,
(7) unanticipated supply chain and operational disruptions, including higher capital spending, (8) the Company’s ability
to achieve expected benefits from margin expansion and profitability initiatives, such as its Fit to Win program, including expected impacts
from production curtailments and furnace closures, (9) seasonality of customer demand, (10) the failure of the Company’s
joint venture partners to meet their obligations or commit additional capital to the joint venture, (11) labor shortages, labor cost increases
or strikes, (12) the Company’s ability to acquire or divest businesses, acquire and expand plants, integrate operations of acquired
businesses and achieve expected benefits from acquisitions, divestitures or expansions, (13) the Company’s ability to generate sufficient
future cash flows to ensure the Company’s goodwill is not impaired, (14) any increases in the underfunded status of the Company’s
pension plans, (15) any failure or disruption of the Company’s information technology, or those of third parties on which the Company
relies, or any cybersecurity or data privacy incidents affecting the Company or its third-party service providers, (16) risks related
to the Company’s indebtedness or changes in capital availability or cost, including interest rate fluctuations and the ability of
the Company to generate cash to service indebtedness and refinance debt on favorable terms, (17) risks associated with operating in foreign
countries, (18) foreign currency fluctuations relative to the U.S. dollar, (19) changes in tax laws or U.S. trade policies, (20) the Company’s
ability to comply with various environmental legal requirements, (21) risks related to recycling and recycled content laws and regulations,
(22) risks related to climate-change and air emissions, including related laws or regulations and increased ESG scrutiny and changing
expectations from stakeholders, and the other risk factors discussed in the Company’s filings with the SEC.
It is not possible to foresee or identify all
such factors. Any forward-looking statements in this Current Report on Form 8-K are based on certain assumptions and analyses made
by the Company in light of its experience and perception of historical trends, current conditions, expected future developments, and other
factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance, and actual
results or developments may differ materially from expectations. The Company does not assume any obligation to update or supplement any
particular forward-looking statements contained in this Current Report on Form 8-K.
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
| |
(d) | Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
O-I GLASS, INC. |
|
|
|
Date: September 4, 2024 |
By: |
/s/ John A. Haudrich |
|
Name: |
John A. Haudrich |
|
Title: |
Senior Vice President and Chief Financial Officer |
Exhibit 99.1
| CAPITAL MARKETS
PRESENTATION
SEPTEMBER 4, 2024 |
| PRESENTERS
2
Gordon Hardie
President and CEO
John Haudrich
SVP and CFO |
| SAFE HARBOR COMMENTS
3
This presentation contains “forward-looking” statements related to O-I Glass, Inc. (“O-I Glass” or the “Company”) within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements reflect the company’s current expectations and projections about future events at the time, and thus
involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words
and other similar expressions generally identify forward-looking statements.
It is possible that the Company’s future financial performance may differ from expectations due to a variety of factors including, but not limited to the following: (1) the general political, economic and competitive
conditions in markets and countries where the Company has operations, including uncertainties related to economic and social conditions, trade disputes, disruptions in the supply chain, competitive pricing
pressures, inflation or deflation, changes in tax rates and laws, war, civil disturbance or acts of terrorism, natural disasters, public health issues and weather, (2) cost and availability of raw materials, labor, energy
and transportation (including impacts related to the current Ukraine-Russia and Israel-Hamas conflicts and disruptions in supply of raw materials caused by transportation delays), (3) competitive pressures from
other glass container producers and alternative forms of packaging or consolidation among competitors and customers, (4) changes in consumer preferences or customer inventory management practices, (5) the
continuing consolidation of the Company’s customer base, (6) the Company’s ability to improve its glass melting technology, known as the MAGMA program, and implement it within the timeframe expected, (7)
unanticipated supply chain and operational disruptions, including higher capital spending, (8) the Company’s ability to achieve expected benefits from margin expansion and profitability initiatives, such as its Fit to
Win program, including expected impacts from production curtailments and furnace closures, (9) seasonality of customer demand, (10) the failure of the Company’s joint venture partners to meet their obligations
or commit additional capital to the joint venture, (11) labor shortages, labor cost increases or strikes, (12) the Company’s ability to acquire or divest businesses, acquire and expand plants, integrate operations of
acquired businesses and achieve expected benefits from acquisitions, divestitures or expansions, (13) the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill is not
impaired, (14) any increases in the underfunded status of the Company’s pension plans, (15) any failure or disruption of the Company’s information technology, or those of third parties on which the Company
relies, or any cybersecurity or data privacy incidents affecting the Company or its third-party service providers, (16) risks related to the Company’s indebtedness or changes in capital availability or cost, including
interest rate fluctuations and the ability of the Company to generate cash to service indebtedness and refinance debt on favorable terms, (17) risks associated with operating in foreign countries, (18) foreign
currency fluctuations relative to the U.S. dollar, (19) changes in tax laws or U.S. trade policies, (20) the Company’s ability to comply with various environmental legal requirements, (21) risks related to recycling
and recycled content laws and regulations, (22) risks related to climate-change and air emissions, including related laws or regulations and increased ESG scrutiny and changing expectations from stakeholders, and
the other risk factors discussed in the Company's filings with the Securities and Exchange Commission.
It is not possible to foresee or identify all such factors. Any forward-looking statements in this document are based on certain assumptions and analyses made by the Company in light of its experience and
perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of future
performance, and actual results or developments may differ materially from expectations. While the Company continually reviews trends and uncertainties affecting the Company’s results of operations and
financial condition, the Company does not assume any obligation to update or supplement any particular forward-looking statements contained in this document.
Additionally, certain forward-looking and other statements in this presentation or other locations, such as the Company’s corporate website, regarding ESG matters are informed by various ESG standards and
frameworks (which may include standards for the measurement of underlying data) and the interests of various stakeholders. Accordingly, such information may not be, and should not be interpreted as
necessarily being “material” under the federal securities laws for SEC reporting purposes, even if the Company uses the word “material” or “materiality” in such discussions. ESG information is also often reliant on
third-party information or methodologies that are subject to evolving expectations and best practices, and the Company’s approach to and discussion of these matters may continue to evolve as well. For example,
the Company’s disclosures may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policies, or other factors, some of which may be
beyond its control. |
| O-I AT A GLANCE
4
GLOBAL LEADER IN GLASS PACKAGING FOCUSED ON WINNING WITH CUSTOMERS,
IMPROVING ECONOMIC PROFIT, AND INCREASING THE VALUE OF THE COMPANY
Glass is the
preferred choice
for premium and
health-oriented
products
~23,000
employees
across 68 plants
in 19 countries #1
global leader in
glass packaging
customers across a
broad product portfolio
$1.22 $1.83 $2.30 $3.09
5.5x
4.4x
3.5x
2.9x
0.0x
1.0x
2.0x
3.0x
4.0x
5.0x
6.0x
2020 2021 2022 2023
ADJUSTED EPS & FINANCIAL LEVERAGE
FY 2023
36
BILLION
glass containers
manufactured in 2023
$7.1B NET SALES
FIT TO WIN
Economic profit mindset to
improve competitiveness and
boost results
6,000 Sustainability
Leadership
is driving
customer demand
BREAKTHROUGH
INNOVATION
MAGMA
& ULTRA |
| O-I SERVES THE BRANDS YOU TRUST AND LOVE
5
LEADING CUSTOMER RELATIONSHIPS, DESIGN CAPABILITIES AND SERVICE LEVELS |
| PORTFOLIO OVERVIEW
6 O-I’s non-reportable segment includes operations in Asia as well as machine part sales and engineering services
1) 2023-2028 Euromonitor estimates for one way domestic + imported consumption.
AMERICAS EU
Net Sales ($B) $3.9 $3.1 $7.1
# Plants 32 34 68
# Countries 7 10 19
Long Term Contracts 75% 35% 55%
Long Term CAGR1
-1% to +2% 0% to 1% 0% to 1%
Beer 32%
Wine 19%
Food 17%
NAB 16%
Spirits 16%
Category Mix
PRIVILEGED FOOTPRINT WITH DEEP TECHNICAL AND MANUFACTURING CAPABILITIES
2023 |
| COMPETITIVE GLASS OFFERING LEVERAGES MEGA TRENDS
7
Increased demand
for premium
beverages
Health and
wellness favors
glass over plastics
CPG innovation
and diversification
of product portfolios
Glass is the most
sustainable rigid
packaging
Favorable Neutral Unfavorable
Glass
Metal
Plastics |
| VALUE CREATION ROADMAP
8
EARNINGS IMPROVEMENT AND VALUE CREATION OPPORTUNITY
SUPPORTED MORE BY SELF HELP RATHER THAN SIGNIFICANT
MARKET RECOVERY
Horizon 1
(Thru 2025)
FIT TO WIN
Horizon 2
(2026-2027)
BUILD VALUE
MOMENTUM
Horizon 3
(2028+)
STRATEGIC
OPTIONALITY
CURRENT
O-I EP
CAPTURE
FUTURE
O-I EP
CAPTURE
-3%
-2%
-1%
0%
1%
2%
3%
4%
5%
6%
7%
8%
-$200
-$100
$0
$100
$200
$300
$400
$500
2022 2023 1H24 LTM
ES %
EP ($M)
EP ES %
REVERSE TREND IN
ECONOMIC PROFIT
ECONOMIC PROFIT MINDSET
CAPTURING MORE OF THE ECONOMIC PROFIT
IN THE PACKAGING VALUE CHAIN
Economic profit (EP) refers to net earnings (loss) attributable to the Company, excluding interest expense, net, and non-cash goodwill impairment charges, minus the product of the Company’s average invested capital and its weighted average cost of capital.
Economic spread percentage (ES %) refers to economic profit divided by the Company’s average invested capital.
Preliminary Targets¹ (2027)
• Sustainable aEBITDA ≥ $1.45B
• FCF ≥ 5% of Sales
• ES % ≥ 2% above WACC |
| HORIZON 1: FIT TO WIN
ENHANCE COMPETITIVENESS
DRIVE CAPITAL DISCIPLINE AND CASH GENERATION
CONSISTENT FINANCIAL PERFORMANCE
PILLARS ACTIONS AND NEXT STEPS
• Decentralize business model to align accountability
• End-to-end supply chain review / network optimization
• Deliver economically profitable mix and growth
• Incorporate an economic profit (EP) model
• Increased capital accountability
• Economic profit will be a key financial KPI
• Evaluate aligning incentives with economic profit
PERFORMANCE = POTENTIAL MINUS INTERFERENCE
9 FIT TO WIN TO ADDRESS THE INTERFERENCE
• 24% capacity temporarily curtailed QTD 3Q24 due to slow demand / reduce IDS
• Announced closure of 4 furnaces as part of program to close 6+ furnaces
• In 3Q24 earnings call: Detail furnace closure program & 2025 SG&A savings plan
• Initiated analysis of EP performance across all countries, plants, customers, and SKUs
• All discretionary capital halted at EP negative operations pending further review
• In 2H24: Develop draft restructuring and CapEx plan based on EP analysis
• Shared enterprise EP and ES % for 2022, 2023 and YTD 2024 (see previous page)
• In 2H24: Integrate EP as an element into future incentive plan structure
FIT TO WIN WILL DRIVE A STEP CHANGE IN O-I’S COMPETITIVE POSITION |
| MONETIZING MAGMA
10
GEN 2 MAGMA GREENFIELD
(Bowling Green, KY)
MAGMA CORE TECHNOLOGY WORKS
RAMPING UP MAGMA GEN 2 GREENFIELD IN BOWLING GREEN
• Finalizing cold commissioning activities
• Began producing glass in August and ramping up production during 3Q
ACCELERATING MAGMA TO ECONOMIC PROFIT
• Gen 1 evaluating targeted legacy furnace replacement at end of life
• Gen 2 proving the industrial model at scale
• Gen 3 consideration as part of Horizon 3 priorities
►
►
MAGMA CONTINUES TO ADVANCE WITH INCREASED
FOCUS ON ACCELERATING ECONOMIC PROFIT
► |
| 100%
2023
Unencumbered cash
DISCIPLINED CAPITAL
ALLOCATION
11
GET FIT TO WIN
IMPROVE CAPITAL STRUCTURE
RETURN VALUE TO SHAREHOLDERS
FCF PROFILE (PRIOR TO ASBESTOS PAYMENTS)
FOLLOWING FINAL AND FAIR RESOLUTION OF ASBESTOS-RELATED LEGACY LIABILITIES IN 2022, A SIGNIFICANT
PORTION OF CASH FLOW IS NO LONGER ENCUMBERED
AND IS INCREASINGLY ALLOCATED TO ENHANCING
SHAREHOLDER VALUE
48% 52%
2013 - 2022
Asbestos-related payments
Unencumbered cash
More than $1.5B
was spent on
asbestos-related
payments |
| CURRENT MARKET UPDATE
12
O-I IS NOT UPDATING GUIDANCE
DEMAND REMAINS SLUGGISH BUT CONTINUE TO EXPECT MODEST SALES VOLUME GROWTH IN 3Q24 GIVEN EASIER PY COMPS
REFINING EXPECTED MULTI-YEAR COMPETITIVENESS PROGRAM, MORE DETAILS ON 3Q24 EARNINGS CALL
EXPECT PERFORMANCE WILL REBOUND AS O-I IMPLEMENTS THE FIT TO WIN PROGRAM AND DRIVES EP GROWTH |
| O-I IS THE GLOBAL LEADER IN GLASS PACKAGING, SERVING THE STABLE
AND GROWING FOOD AND BEVERAGE INDUSTRY
STRONG CUSTOMER RELATIONSHIPS REFLECT O-I’S SERVICE LEVEL
CAPABILITIES, PRIVILEGED FOOTPRINT AND MANUFACTURING KNOW HOW
LONG-TERM MEGA TRENDS FAVOR GLASS, WHICH IS WELL POSITIONED
TO WIN IN THE NEW GREEN ECONOMY
FIT TO WIN WILL MAKE O-I MORE COMPETITIVE, IMPROVE PERFORMANCE
AND ENABLE ECONOMIC PROFITABLE GROWTH AS MARKETS RECOVER
CONCLUSION
13
1
2
3
4
5 TAKING RAPID ACTION TO STAGE O-I FOR SUCCESS IN 2025 AND BEYOND
KEY CATALYSTS
• Execute Fit to Win Program
• Drive Capital Discipline
• Deliver Profitable Growth |
| APPENDIX |
| HISTORIC FINANCIAL PERFORMANCE
15
$1.22
$1.83
$2.30
$3.09
2020 2021 2022 2023
aEPS
$6,091 $6,357 $6,856 $7,105
2020 2021 2022 2023
SALES ($B)
$146
$282 $236 $130
$311
$398
$539
$688
$-
$100
$200
$300
$400
$500
$600
$700
$800
2020 2021 2022 2023
FCF AND CAPEX ($M)
~ 50%
Strategic
CapEx
5.5
4.4
3.5
2.9
2.5
2020 2021 2022 2023 LT Target
FINANCIAL LEVERAGE |
| OUR SUSTAINABILITY GOALS
Increase recycled content to 50% average by 2030. O-I
is taking a tailored approach to increase recycled
content rates across its enterprise network as rates
vary significantly by geography.
50% TARGET
Reduce the amount of natural resources used, reduce
the generation of waste by reuse and recycling as we
drive towards a “Zero Waste” organization.
ZERO WASTE
We are committed to reducing our global water usage
25% by 2030, prioritizing operations in higher risk areas.
25% WATER REDUCTION
Renewable energy is a pillar in our strategy to lower
carbon emissions. Our goal is to reach 40% renewable
electricity use by 2030 and to reduce total energy
consumption by 9%.
40% RENEWABLE
As part of our journey toward zero injuries, we are
committed to a 50% improvement of our Total
Recordable Incident Rate (TRIR) by 2030.
ZERO INJURIES
We see tremendous opportunity to positively impact
the planet and communities where we operate. We will
collaborate with customers, NGOs, suppliers and local
leaders with an aim to make glass recycling available in
100% of our locations.
SOCIAL IMPACT
Approved SBTi target to reduce GHG emissions
25% by 2030 (interim target of 10% by 2025).
25% GHG REDUCTION
At O-I, we are better when we reflect the diverse
world we serve, feel welcome, and have equal access to
opportunities. We are focused on increasing all aspects
of diversity, equity and inclusion across our team.
DIVERSITY, EQUITY & INCLUSION
Reinvent and reimagine glass-making so the circularity of
glass meets the potential of our MAGMA melting
technology, low-carbon alternative fuels, and light-weighted glass packaging.
R&D TRANSFORMATION
Achieve sustainability balance, together, by aligning
our supply chain with our 2030 sustainability vision
and goals.
SUPPLY CHAIN SUSTAINABILITY
16 |
| NON-GAAP FINANCIAL MEASURES
17
The company uses certain non-GAAP financial measures, which are measures of its historical or future financial performance that are not calculated and presented in
accordance with GAAP, within the meaning of applicable SEC rules. Management believes that its presentation and use of certain non-GAAP financial measures, including
adjusted earnings, adjusted earnings per share, free cash flow, total financial leverage, net debt leverage, EBITDA, adjusted EBITDA, economic profit and economic
spread percentage, provide relevant and useful supplemental financial information that is widely used by analysts and investors, as well as by management in assessing
both consolidated and business unit performance. These non-GAAP measures are reconciled to the most directly comparable GAAP measures and should be considered
supplemental in nature and should not be considered in isolation or be construed as being more important than comparable GAAP measures.
Adjusted earnings relates to net earnings (loss) attributable to the company, exclusive of items management considers not representative of ongoing operations and other
adjustments because such items are not reflective of the company’s principal business activity, which is glass container production. Adjusted earnings are divided by
weighted average shares outstanding (diluted) to derive adjusted earnings per share. EBITDA refers to net earnings, excluding gains or losses from discontinued
operations, interest expense, net, provision for income taxes, depreciation and amortization of intangibles. Adjusted EBITDA refers to EBITDA, exclusive of items
management considers not representative of ongoing operations and other adjustments. Total financial leverage refers to the sum of total debt less cash, plus unfunded
pension liability, plus the asbestos liability or Paddock liability divided by Adjusted EBITDA. Net debt leverage refers to total debt less cash divided by Adjusted
EBITDA. Economic Profit refers to net earnings (loss) attributable to the Company, excluding interest expense, net, and non-cash goodwill impairment charges, minus the
product of the Company’s average invested capital and its weighted average cost of capital. Economic Spread percentage refers to Economic Profit divided by the
Company’s average invested capital. Management uses adjusted earnings, adjusted earnings per share, EBITDA, Adjusted EBITDA, total financial leverage, net debt
leverage, economic profit and economic spread percentage to evaluate its period-over-period operating performance because it believes these provide useful supplemental
measures of the results of operations of its principal business activity by excluding items that are not reflective of such operations. The above non-GAAP financial
measures may be useful to investors in evaluating the underlying operating performance of the company’s business as these measures eliminate items that are not
reflective of its principal business activity.
Further, free cash flow relates to cash provided by operating activities plus cash payments to fund the Paddock 524(g) trust and related expenses less cash payments for
property, plant and equipment. Management has historically used free cash flow to evaluate its period-over-period cash generation performance because it believes these
have provided useful supplemental measures related to its principal business activity. It should not be inferred that the entire free cash flow amount is available for
discretionary expenditures, since the company has mandatory debt service requirements and other non-discretionary expenditures that are not deducted from these
measures. Management uses non-GAAP information principally for internal reporting, forecasting, budgeting and calculating compensation payments.
The company routinely posts important information on its website – www.o-i.com/investors. |
| RECONCILIATION TO ADJUSTED EARNINGS
18
The Company is unable to present a quantitative reconciliation of its forward-looking non-GAAP measure, adjusted earnings and adjusted earnings per share, for periods beyond the year ended December 31, 2023 to its most directly
comparable GAAP financial measure, Net earnings (loss) attributable to the Company, because management cannot reliably predict all of the necessary components of this GAAP financial measure without unreasonable efforts. Net earnings
(loss) attributable to the Company includes several significant items, such as restructuring charges, asset impairment charges, charges for the write-off of finance fees, and the income tax effect on such items. The decisions and events that
typically lead to the recognition of these and other similar items are complex and inherently unpredictable, and the amount recognized for each item can vary significantly. Accordingly, the Company is unable to provide a reconciliation of
adjusted earnings and adjusted earnings per share to net earnings (loss) attributable to the Company or address the probable significance of the unavailable information, which could be material to the Company's future financial results. |
| RECONCILIATION FOR SEGMENT OPERATING PROFIT
19 |
| RECONCILIATION TO NET DEBT AND FINANCIAL LEVERAGE RATIOS
20 |
| RECONCILIATION TO ADJUSTED EBITDA
21
For the year ending December 31, 2024, the Company is unable to present a quantitative reconciliation of its forward-looking non-GAAP measure, adjusted EBITDA, to its most directly comparable U.S. GAAP financial
measure, net earnings (loss), because management cannot reliably predict all of the necessary components of this U.S. GAAP financial measure without unreasonable efforts. Net earnings (loss) includes several significant
items, such as restructuring, asset impairment and other charges, charges for the write-off of finance fees, and the income tax effect on such items. The decisions and events that typically lead to the recognition of these
and other similar non-GAAP adjustments are inherently unpredictable as to if and when they may occur. The inability to provide a reconciliation is due to that unpredictability and the related difficulties in assessing the
potential financial impact of the non-GAAP adjustments. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to the Company’s future
financial results. |
| RECONCILIATION TO ECONOMIC PROFIT AND ECONOMIC SPREAD PERCENTAGE
22 |
| FREE CASH FLOW PROFILE (PRIOR TO ASBESTOS PAYMENTS) RECONCILIATION
23 |
| ADDITIONAL RECONCILIATION
24
RECONCILIATION TO FREE CASH FLOW
RECONCILIATION TO FINANCIAL AND NET DEBT LEVERAGE RATIOS
For the periods ending after December 31, 2023, the Company is unable to present a quantitative reconciliation of its forward-looking non-GAAP measures, total financial leverage ratio and net debt leverage ratio, which are
defined as the sum of total debt less cash, unfunded pension liability and asbestos/Paddock liability divided by Adjusted EBITDA and total debt less cash divided by Adjusted EBITDA, respectively, to its most directly comparable
U.S. GAAP financial measure, Net earnings (loss), because management cannot reliably predict all of the necessary components of this U.S. GAAP financial measure without unreasonable efforts. Net earnings (loss) includes
several significant items, such as restructuring, asset impairment and other charges, charges for the write-off of finance fees, and the income tax effect on such items. The decisions and events that typically lead to the
recognition of these and other similar non-GAAP adjustments are inherently unpredictable as to if and when they may occur. The inability to provide a reconciliation is due to that unpredictability and the related difficulties in
assessing the potential financial impact of the non-GAAP adjustments. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to the
Company’s future financial results. |
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