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
February 21, 2012
Date of Report (Date of earliest event reported)
OWENS-ILLINOIS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-9576 |
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22-2781933 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
OWENS-ILLINOIS GROUP, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
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33-13061 |
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34-1559348 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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One Michael Owens Way |
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Perrysburg, Ohio |
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43551-2999 |
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(Address of principal executive offices) |
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02. |
RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
Owens-Illinois, Inc. (the “Company”) announced today that it has elected to change its method of accounting for its U.S. inventories from last-in, first-out (“LIFO”) to average costs effective January 1, 2012. With this change, all of the Company’s inventories will now be valued at average costs. This change in accounting is required to be applied retrospectively to all periods presented in future quarterly and annual reports.
The Company has also elected to change the allocation of pension costs to its segments. The Company’s segments will now reflect only the service cost component of pension expense. All non-service pension costs will be retained at the corporate level. This change will increase consistency between all segments and ensure that each segment reflects only the costs associated with employee benefits earned during the current period.
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ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS. |
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(b) |
Pro forma financial information. |
Pro forma financial information for Owens-Illinois, Inc. is being furnished in Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3. Pro forma financial information for Owens-Illinois Group, Inc. is being furnished in Exhibit 99.4.
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(d) |
Exhibits. |
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Exhibit |
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No. |
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Description |
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99.1 |
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Unaudited pro forma condensed consolidated financial statements of Owens-Illinois, Inc. |
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99.2 |
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Unaudited pro forma reconciliation of earnings (loss) from continuing operations attributable to the Company to adjusted net earnings of Owens-Illinois, Inc. |
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99.3 |
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Unaudited pro forma segment operating profit of Owens-Illinois, Inc. |
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99.4 |
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Unaudited pro forma condensed consolidated financial statements of Owens-Illinois Group, Inc. |
SIGNATURE
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.
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OWENS-ILLINOIS, INC. | |
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By: |
/s/ Edward C. White |
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Name: |
Edward C. White |
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Title: |
Senior Vice President and |
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Chief Financial Officer |
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OWENS-ILLINOIS GROUP, INC. | |
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Date: February 21, 2012 |
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By: |
/s/ Edward C. White |
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Name: |
Edward C. White |
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Title: |
President and |
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Chief Financial Officer |
EXHIBIT INDEX
|
Exhibit |
|
|
|
No. |
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Description |
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99.1 |
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Unaudited pro forma condensed consolidated financial statements of Owens-Illinois, Inc. |
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99.2 |
|
Unaudited pro forma reconciliation of earnings (loss) from continuing operations attributable to the Company to adjusted net earnings of Owens-Illinois, Inc. |
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99.3 |
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Unaudited pro forma segment operating profit of Owens-Illinois, Inc. |
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99.4 |
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Unaudited pro forma condensed consolidated financial statements of Owens-Illinois Group, Inc. |
Exhibit 99.1
Owens-Illinois, Inc.
Unaudited Pro Forma Condensed Consolidated Financial Statements
The unaudited pro forma condensed consolidated financial statements set forth below for Owens-Illinois, Inc. give effect to the change in the method for accounting for U.S. inventories from LIFO to average costs as if the change had occurred on December 31, 2011 for balance sheet purposes and January 1, 2010 for income statement purposes. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma financial information have been made. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements of Owens-Illinois, Inc.
Owens-Illinois, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
|
|
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December 31, 2011 |
| |||||||
|
Dollars in millions, except per share amounts |
|
As Reported |
|
Effect of |
|
Pro Forma |
| |||
|
|
|
|
|
|
|
|
| |||
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Assets |
|
|
|
|
|
|
| |||
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Current assets: |
|
|
|
|
|
|
| |||
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Cash and cash equivalents |
|
$ |
400 |
|
$ |
— |
|
$ |
400 |
|
|
Receivables, less allowances for losses and discounts |
|
1,158 |
|
|
|
1,158 |
| |||
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Inventories |
|
1,012 |
|
49 |
|
1,061 |
| |||
|
Prepaid expenses |
|
124 |
|
|
|
124 |
| |||
|
|
|
|
|
|
|
|
| |||
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Total current assets |
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2,694 |
|
49 |
|
2,743 |
| |||
|
|
|
|
|
|
|
|
| |||
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Other assets: |
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|
|
|
|
|
| |||
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Goodwill |
|
2,082 |
|
|
|
2,082 |
| |||
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Other long-term assets |
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1,273 |
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|
|
1,273 |
| |||
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Total other assets |
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3,355 |
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— |
|
3,355 |
| |||
|
|
|
|
|
|
|
|
| |||
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Net property, plant, and equipment |
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2,877 |
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|
|
2,877 |
| |||
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Total assets |
|
$ |
8,926 |
|
$ |
49 |
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$ |
8,975 |
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| |||
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Liabilities and Share Owners’ Equity |
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| |||
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Current liabilities: |
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| |||
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Short-term loans and long-term debt due within one year |
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$ |
406 |
|
$ |
— |
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$ |
406 |
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Accounts payable |
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1,038 |
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|
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1,038 |
| |||
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Other current liabilities |
|
801 |
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|
801 |
| |||
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Total current liabilities |
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2,245 |
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— |
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2,245 |
| |||
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Long-term debt |
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3,627 |
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|
3,627 |
| |||
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Other long-term liabilities |
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2,062 |
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|
|
2,062 |
| |||
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Share owners’ equity: |
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|
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|
| |||
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The Company’s share owners’ equity: |
|
|
|
|
|
|
| |||
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Common stock, par value $.01 per share |
|
2 |
|
|
|
2 |
| |||
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Capital in excess of par value |
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2,991 |
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|
|
2,991 |
| |||
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Treasury stock, at cost |
|
(405 |
) |
|
|
(405 |
) | |||
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Retained earnings (loss) |
|
(428 |
) |
49 |
|
(379 |
) | |||
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Accumulated other comprehensive loss |
|
(1,321 |
) |
|
|
(1,321 |
) | |||
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Total share owners’ equity of the Company |
|
839 |
|
49 |
|
888 |
| |||
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Noncontrolling interests |
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153 |
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153 |
| |||
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Total share owners’ equity |
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992 |
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49 |
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1,041 |
| |||
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Total liabilities and share owners’ equity |
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$ |
8,926 |
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$ |
49 |
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$ |
8,975 |
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Owens-Illinois, Inc.
Unaudited Pro Forma Condensed Consolidated Results of Operations
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Year ended December 31, 2011 |
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Dollars in millions, except per share amounts |
|
As Reported |
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Effect of |
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Pro Forma |
| |||
|
|
|
|
|
|
|
|
| |||
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Net sales |
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$ |
7,358 |
|
$ |
— |
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$ |
7,358 |
|
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Manufacturing, shipping, and delivery |
|
(5,979 |
) |
10 |
|
(5,969 |
) | |||
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Gross profit |
|
1,379 |
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10 |
|
1,389 |
| |||
|
|
|
|
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|
|
|
| |||
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Selling and administrative expense |
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(556 |
) |
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|
(556 |
) | |||
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Research, development, and engineering expense |
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(71 |
) |
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|
(71 |
) | |||
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Interest expense |
|
(314 |
) |
|
|
(314 |
) | |||
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Interest income |
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11 |
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11 |
| |||
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Equity earnings |
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66 |
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|
66 |
| |||
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Royalties and net technical assistance |
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16 |
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16 |
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Other income |
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11 |
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11 |
| |||
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Other expense |
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(948 |
) |
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|
(948 |
) | |||
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|
|
|
|
|
|
| |||
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Earnings (loss) from continuing operations before income taxes |
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(406 |
) |
10 |
|
(396 |
) | |||
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Provision for income taxes |
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(85 |
) |
|
|
(85 |
) | |||
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Earnings (loss) from continuing operations |
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(491 |
) |
10 |
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(481 |
) | |||
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Net earnings of discontinued operations |
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1 |
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1 |
| |||
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Net earnings (loss) |
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(490 |
) |
10 |
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(480 |
) | |||
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Net earnings attributable to noncontrolling interests |
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(20 |
) |
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(20 |
) | |||
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|
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|
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| |||
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Net earnings (loss) attributable to the Company |
|
$ |
(510 |
) |
$ |
10 |
|
$ |
(500 |
) |
|
|
|
|
|
|
|
|
| |||
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Amounts attributable to the Company: |
|
|
|
|
|
|
| |||
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Earnings (loss) from continuing operations |
|
$ |
(511 |
) |
$ |
10 |
|
$ |
(501 |
) |
|
Net earnings of discontinued operations |
|
1 |
|
|
|
1 |
| |||
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Net earnings (loss) |
|
$ |
(510 |
) |
$ |
10 |
|
$ |
(500 |
) |
|
|
|
|
|
|
|
|
| |||
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Basic earnings per share: |
|
|
|
|
|
|
| |||
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Earnings (loss) from continuing operations |
|
$ |
(3.12 |
) |
$ |
0.06 |
|
$ |
(3.06 |
) |
|
Net earnings of discontinued operations |
|
0.01 |
|
|
|
0.01 |
| |||
|
Net earnings (loss) |
|
$ |
(3.11 |
) |
$ |
0.06 |
|
$ |
(3.05 |
) |
|
|
|
|
|
|
|
|
| |||
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Diluted earnings per share: |
|
|
|
|
|
|
| |||
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Earnings (loss) from continuing operations |
|
$ |
(3.12 |
) |
$ |
0.06 |
|
$ |
(3.06 |
) |
|
Net earnings of discontinued operations |
|
0.01 |
|
|
|
0.01 |
| |||
|
Net earnings (loss) |
|
$ |
(3.11 |
) |
$ |
0.06 |
|
$ |
(3.05 |
) |
Owens-Illinois, Inc.
Unaudited Pro Forma Condensed Consolidated Results of Operations
|
|
|
Year ended December 31, 2010 |
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Dollars in millions, except per share amounts |
|
As Reported |
|
Effect of |
|
Pro Forma |
| |||
|
|
|
|
|
|
|
|
| |||
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Net sales |
|
$ |
6,633 |
|
$ |
— |
|
$ |
6,633 |
|
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Manufacturing, shipping, and delivery |
|
(5,283 |
) |
2 |
|
(5,281 |
) | |||
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Gross profit |
|
1,350 |
|
2 |
|
1,352 |
| |||
|
|
|
|
|
|
|
|
| |||
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Selling and administrative expense |
|
(492 |
) |
|
|
(492 |
) | |||
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Research, development, and engineering expense |
|
(62 |
) |
|
|
(62 |
) | |||
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Interest expense |
|
(249 |
) |
|
|
(249 |
) | |||
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Interest income |
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13 |
|
|
|
13 |
| |||
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Equity earnings |
|
59 |
|
|
|
59 |
| |||
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Royalties and net technical assistance |
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16 |
|
|
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16 |
| |||
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Other income |
|
16 |
|
|
|
16 |
| |||
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Other expense |
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(227 |
) |
|
|
(227 |
) | |||
|
|
|
|
|
|
|
|
| |||
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Earnings from continuing operations before income taxes |
|
424 |
|
2 |
|
426 |
| |||
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Provision for income taxes |
|
(129 |
) |
|
|
(129 |
) | |||
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Earnings from continuing operations |
|
295 |
|
2 |
|
297 |
| |||
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Net loss of discontinued operations |
|
(300 |
) |
|
|
(300 |
) | |||
|
Net earnings (loss) |
|
(5 |
) |
2 |
|
(3 |
) | |||
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Net earnings attributable to noncontrolling interests |
|
(42 |
) |
|
|
(42 |
) | |||
|
|
|
|
|
|
|
|
| |||
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Net earnings (loss) attributable to the Company |
|
$ |
(47 |
) |
$ |
2 |
|
$ |
(45 |
) |
|
|
|
|
|
|
|
|
| |||
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Amounts attributable to the Company: |
|
|
|
|
|
|
| |||
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Earnings from continuing operations |
|
$ |
258 |
|
$ |
2 |
|
$ |
260 |
|
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Net loss of discontinued operations |
|
(305 |
) |
|
|
(305 |
) | |||
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Net earnings (loss) |
|
$ |
(47 |
) |
$ |
2 |
|
$ |
(45 |
) |
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|
|
|
|
|
|
|
| |||
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Basic earnings per share: |
|
|
|
|
|
|
| |||
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Earnings from continuing operations |
|
$ |
1.57 |
|
$ |
0.01 |
|
$ |
1.58 |
|
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Net loss of discontinued operations |
|
(1.86 |
) |
|
|
(1.86 |
) | |||
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Net earnings (loss) |
|
$ |
(0.29 |
) |
$ |
0.01 |
|
$ |
(0.28 |
) |
|
|
|
|
|
|
|
|
| |||
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Diluted earnings per share: |
|
|
|
|
|
|
| |||
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Earnings from continuing operations |
|
$ |
1.55 |
|
$ |
0.01 |
|
$ |
1.56 |
|
|
Net loss of discontinued operations |
|
(1.83 |
) |
|
|
(1.83 |
) | |||
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Net earnings (loss) |
|
$ |
(0.28 |
) |
$ |
0.01 |
|
$ |
(0.27 |
) |
Exhibit 99.2
Owens-Illinois, Inc.
Unaudited Pro Forma Reconciliation of Earnings (Loss) from Continuing Operations Attributable to the Company to Adjusted Net Earnings
The information presented below regarding adjusted net earnings, giving effect to the change in the method for accounting for U.S. inventories from LIFO to average costs as if the change had occurred on January 1, 2010, relates to earnings attributable to the Company exclusive of items management considers not representative of ongoing operations and does not conform to U.S. generally accepted accounting principles (GAAP). It should not be construed as an alternative to the reported results determined in accordance with GAAP. Management has included this non-GAAP information to assist in understanding the comparability of results of ongoing operations. Management uses this non-GAAP information principally for internal reporting, forecasting, budgeting and calculating bonus payments. Management believes that the non-GAAP presentation allows the board of directors, management, investors and analysts to better understand the Company’s financial performance in relationship to continuing operating results.
Owens-Illinois, Inc.
Unaudited Pro Forma Reconciliation of Earnings (Loss) from Continuing Operations Attributable to the Company to Adjusted Net Earnings for the Three Months and Year Ended December 31, 2011
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Three months ended December 31, 2011 |
| ||||||||||||||||
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|
|
As Reported |
|
Effect of Change in |
|
Pro Forma Adjusted |
| ||||||||||||
|
Dollars in millions, except per share amounts |
|
Earnings |
|
EPS |
|
Earnings |
|
EPS |
|
Earnings |
|
EPS |
| ||||||
|
Earnings (loss) from continuing operations attributable to the Company |
|
$ |
(774 |
) |
$ |
(4.71 |
) |
$ |
— |
|
$ |
— |
|
$ |
(774 |
) |
$ |
(4.71 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Items that management considers not representative of ongoing operations consistent with Segment Operating Profit |
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Charge to adjust the carrying value of the Asia Pacific region’s goodwill |
|
640 |
|
3.86 |
|
|
|
|
|
640 |
|
3.86 |
| ||||||
|
Charge for asbestos-related costs |
|
165 |
|
1.00 |
|
|
|
|
|
165 |
|
1.00 |
| ||||||
|
Charges for restructuring and asset impairment |
|
63 |
|
0.38 |
|
|
|
|
|
63 |
|
0.38 |
| ||||||
|
Net tax-related benefit |
|
(15 |
) |
(0.09 |
) |
|
|
|
|
(15 |
) |
(0.09 |
) | ||||||
|
Reconciling item for dilution effect |
|
|
|
0.04 |
|
|
|
|
|
|
|
0.04 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Adjusted net earnings |
|
$ |
79 |
|
$ |
0.48 |
|
$ |
— |
|
$ |
— |
|
$ |
79 |
|
$ |
0.48 |
|
|
|
|
Year ended December 31, 2011 |
| ||||||||||||||||
|
|
|
As Reported |
|
Effect of Change in |
|
Pro Forma Adjusted |
| ||||||||||||
|
Dollars in millions, except per share amounts |
|
Earnings |
|
EPS |
|
Earnings |
|
EPS |
|
Earnings |
|
EPS |
| ||||||
|
Earnings (loss) from continuing operations attributable to the Company |
|
$ |
(511 |
) |
$ |
(3.12 |
) |
$ |
10 |
|
$ |
0.06 |
|
$ |
(501 |
) |
$ |
(3.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Items that management considers not representative of ongoing operations consistent with Segment Operating Profit |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Charge to adjust the carrying value of the Asia Pacific region’s goodwill |
|
640 |
|
3.86 |
|
|
|
|
|
640 |
|
3.86 |
| ||||||
|
Charge for asbestos-related costs |
|
165 |
|
1.00 |
|
|
|
|
|
165 |
|
1.00 |
| ||||||
|
Charges for restructuring and asset impairment |
|
91 |
|
0.54 |
|
|
|
|
|
91 |
|
0.54 |
| ||||||
|
Charges for note repurchase premiums and write-off of finance fees |
|
24 |
|
0.15 |
|
|
|
|
|
24 |
|
0.15 |
| ||||||
|
Net tax-related benefit |
|
(15 |
) |
(0.09 |
) |
|
|
|
|
(15 |
) |
(0.09 |
) | ||||||
|
Reconciling item for dilution effect |
|
|
|
0.03 |
|
|
|
|
|
|
|
0.03 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Adjusted net earnings |
|
$ |
394 |
|
$ |
2.37 |
|
$ |
10 |
|
$ |
0.06 |
|
$ |
404 |
|
$ |
2.43 |
|
Owens-Illinois, Inc.
Unaudited Pro Forma Reconciliation of Earnings from Continuing Operations Attributable to the Company to Adjusted Net Earnings for the Three and Nine Months Ended September 30, 2011
|
|
|
Three months ended September 30, 2011 |
| ||||||||||||||||
|
|
|
As Reported |
|
Effect of Change in |
|
Pro Forma Adjusted |
| ||||||||||||
|
Dollars in millions, except per share amounts |
|
Earnings |
|
EPS |
|
Earnings |
|
EPS |
|
Earnings |
|
EPS |
| ||||||
|
Earnings from continuing operations attributable to the Company |
|
$ |
119 |
|
$ |
0.72 |
|
$ |
— |
|
$ |
— |
|
$ |
119 |
|
$ |
0.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Items that management considers not representative of ongoing operations consistent with Segment Operating Profit |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Charges for restructuring and asset impairment |
|
20 |
|
0.12 |
|
|
|
|
|
20 |
|
0.12 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Adjusted net earnings |
|
$ |
139 |
|
$ |
0.84 |
|
$ |
— |
|
$ |
— |
|
$ |
139 |
|
$ |
0.84 |
|
|
|
|
Nine months ended September 30, 2011 |
| ||||||||||||||||
|
|
|
As Reported |
|
Effect of Change in |
|
Pro Forma Adjusted |
| ||||||||||||
|
Dollars in millions, except per share amounts |
|
Earnings |
|
EPS |
|
Earnings |
|
EPS |
|
Earnings |
|
EPS |
| ||||||
|
Earnings from continuing operations attributable to the Company |
|
$ |
263 |
|
$ |
1.58 |
|
$ |
10 |
|
$ |
0.06 |
|
$ |
273 |
|
$ |
1.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Items that management considers not representative of ongoing operations consistent with Segment Operating Profit |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Charges for restructuring and asset impairment |
|
28 |
|
0.17 |
|
|
|
|
|
28 |
|
0.17 |
| ||||||
|
Charges for note repurchase premiums and write-off of finance fees |
|
24 |
|
0.15 |
|
|
|
|
|
24 |
|
0.15 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Adjusted net earnings |
|
$ |
315 |
|
$ |
1.90 |
|
$ |
10 |
|
$ |
0.06 |
|
$ |
325 |
|
$ |
1.96 |
|
Owens-Illinois, Inc.
Unaudited Pro Forma Reconciliation of Earnings from Continuing Operations Attributable to the Company to Adjusted Net Earnings for the Three and Six Months Ended June 30, 2011
|
|
|
Three months ended June 30, 2011 |
| ||||||||||||||||
|
|
|
As Reported |
|
Effect of Change in |
|
Pro Forma Adjusted |
| ||||||||||||
|
Dollars in millions, except per share amounts |
|
Earnings |
|
EPS |
|
Earnings |
|
EPS |
|
Earnings |
|
EPS |
| ||||||
|
Earnings from continuing operations attributable to the Company |
|
$ |
71 |
|
$ |
0.42 |
|
$ |
— |
|
$ |
— |
|
$ |
71 |
|
$ |
0.42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Items that management considers not representative of ongoing operations consistent with Segment Operating Profit |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Charges for restructuring and asset impairment |
|
3 |
|
0.02 |
|
|
|
|
|
3 |
|
0.02 |
| ||||||
|
Charges for note repurchase premiums and write-off of finance fees |
|
24 |
|
0.15 |
|
|
|
|
|
24 |
|
0.15 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Adjusted net earnings |
|
$ |
98 |
|
$ |
0.59 |
|
$ |
— |
|
$ |
— |
|
$ |
98 |
|
$ |
0.59 |
|
|
|
|
Six months ended June 30, 2011 |
| ||||||||||||||||
|
|
|
As Reported |
|
Effect of Change in |
|
Pro Forma Adjusted |
| ||||||||||||
|
Dollars in millions, except per share amounts |
|
Earnings |
|
EPS |
|
Earnings |
|
EPS |
|
Earnings |
|
EPS |
| ||||||
|
Earnings from continuing operations attributable to the Company |
|
$ |
144 |
|
$ |
0.86 |
|
$ |
10 |
|
$ |
0.06 |
|
$ |
154 |
|
$ |
0.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Items that management considers not representative of ongoing operations consistent with Segment Operating Profit |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Charges for restructuring and asset impairment |
|
8 |
|
0.05 |
|
|
|
|
|
8 |
|
0.05 |
| ||||||
|
Charges for note repurchase premiums and write-off of finance fees |
|
24 |
|
0.15 |
|
|
|
|
|
24 |
|
0.15 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Adjusted net earnings |
|
$ |
176 |
|
$ |
1.06 |
|
$ |
10 |
|
$ |
0.06 |
|
$ |
186 |
|
$ |
1.12 |
|
Owens-Illinois, Inc.
Unaudited Pro Forma Reconciliation of Earnings from Continuing Operations Attributable to the Company to Adjusted Net Earnings for the Three Months Ended March 31, 2011
|
|
|
Three months ended March 31, 2011 |
| ||||||||||||||||
|
|
|
As Reported |
|
Effect of Change in |
|
Pro Forma Adjusted |
| ||||||||||||
|
Dollars in millions, except per share amounts |
|
Earnings |
|
EPS |
|
Earnings |
|
EPS |
|
Earnings |
|
EPS |
| ||||||
|
Earnings from continuing operations attributable to the Company |
|
$ |
73 |
|
$ |
0.44 |
|
$ |
10 |
|
$ |
0.06 |
|
$ |
83 |
|
$ |
0.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Items that management considers not representative of ongoing operations consistent with Segment Operating Profit |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Charges for restructuring and asset impairment |
|
6 |
|
0.03 |
|
|
|
|
|
6 |
|
0.03 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Adjusted net earnings |
|
$ |
79 |
|
$ |
0.47 |
|
$ |
10 |
|
$ |
0.06 |
|
$ |
89 |
|
$ |
0.53 |
|
Owens-Illinois, Inc.
Unaudited Pro Forma Reconciliation of Earnings from Continuing Operations Attributable to the Company to Adjusted Net Earnings for the Year Ended December 31, 2010
|
|
|
Year ended December 31, 2010 |
| ||||||||||||||||
|
|
|
As Reported |
|
Effect of Change in |
|
Pro Forma Adjusted |
| ||||||||||||
|
Dollars in millions, except per share amounts |
|
Earnings |
|
EPS |
|
Earnings |
|
EPS |
|
Earnings |
|
EPS |
| ||||||
|
Earnings from continuing operations attributable to the Company |
|
$ |
258 |
|
$ |
1.55 |
|
$ |
2 |
|
$ |
0.01 |
|
$ |
260 |
|
$ |
1.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Items that management considers not representative of ongoing operations consistent with Segment Operating Profit |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Charge for asbestos-related costs |
|
170 |
|
1.02 |
|
|
|
|
|
170 |
|
1.02 |
| ||||||
|
Acquisition-related fair value inventory adjustments and restructuring, transaction and financing costs |
|
27 |
|
0.16 |
|
|
|
|
|
27 |
|
0.16 |
| ||||||
|
Charges for restructuring and asset impairment |
|
11 |
|
0.07 |
|
|
|
|
|
11 |
|
0.07 |
| ||||||
|
Net benefit related to changes in deferred tax valuation allowance |
|
(24 |
) |
(0.15 |
) |
|
|
|
|
(24 |
) |
(0.15 |
) | ||||||
|
Non-cash tax benefit transferred from other comprehensive income (equity) |
|
(8 |
) |
(0.05 |
) |
|
|
|
|
(8 |
) |
(0.05 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Adjusted net earnings |
|
$ |
434 |
|
$ |
2.60 |
|
$ |
2 |
|
$ |
0.01 |
|
$ |
436 |
|
$ |
2.61 |
|
Exhibit 99.3
Owens-Illinois, Inc.
Unaudited Pro Forma Segment Operating Profit
The information below presents the Company’s Segment Operating Profit, giving effect to the change in the method for accounting for U.S. inventories from LIFO to average costs and the change in the allocation of pension costs to the reportable segments as if the changes had occurred on January 1, 2010. The Company’s measure of profit for its reportable segments is Segment Operating Profit, which consists of consolidated earnings from continuing operations before interest income, interest expense and provision for income taxes and excludes amounts related to certain items that management considers not representative of ongoing operations as well as certain retained corporate costs. The segment data presented below is prepared in accordance with general accounting principles for segment reporting. The line titled “Reportable segment totals”, however, is a non-GAAP measure when presented outside of the financial statement footnotes. Management has included this non-GAAP information to assist in understanding the comparability of results of ongoing operations. Management uses Segment Operating Profit, in combination with net sales and selected cash flow information, to evaluate performance and to allocate resources.
Owens-Illinois, Inc.
Unaudited Pro Forma Segment Operating Profit for the Three Months and Year Ended December 31, 2011
|
|
|
Three Months Ended December 31, 2011 |
| ||||||||||
|
|
|
|
|
Effect of Change in |
|
|
| ||||||
|
Dollars in millions |
|
As Reported |
|
Pension |
|
Inventory |
|
Pro Forma |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Europe |
|
$ |
41 |
|
$ |
5 |
|
$ |
— |
|
$ |
46 |
|
|
North America |
|
48 |
|
(6 |
) |
|
|
42 |
| ||||
|
South America |
|
85 |
|
|
|
|
|
85 |
| ||||
|
Asia Pacific |
|
27 |
|
|
|
|
|
27 |
| ||||
|
Reportable segment totals |
|
201 |
|
(1 |
) |
— |
|
200 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Items excluded from Segment Operating Profit: |
|
|
|
|
|
|
|
|
| ||||
|
Retained corporate costs and other |
|
(28 |
) |
1 |
|
|
|
(27 |
) | ||||
|
Restructuring and asset impairment |
|
(71 |
) |
|
|
|
|
(71 |
) | ||||
|
Charge for asbestos-related costs |
|
(165 |
) |
|
|
|
|
(165 |
) | ||||
|
Charge for goodwill impairment |
|
(641 |
) |
|
|
|
|
(641 |
) | ||||
|
Interest income |
|
3 |
|
|
|
|
|
3 |
| ||||
|
Interest expense |
|
(68 |
) |
|
|
|
|
(68 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Loss from continuing operations before income taxes |
|
(769 |
) |
— |
|
— |
|
(769 |
) | ||||
|
Provision for income taxes |
|
|
|
|
|
|
|
— |
| ||||
|
Loss from continuing operations |
|
(769 |
) |
— |
|
— |
|
(769 |
) | ||||
|
Earnings from discontinued operations |
|
3 |
|
|
|
|
|
3 |
| ||||
|
Net loss |
|
(766 |
) |
— |
|
— |
|
(766 |
) | ||||
|
Net earnings attributable to noncontrolling interests |
|
(5 |
) |
|
|
|
|
(5 |
) | ||||
|
Net loss attributable to the Company |
|
$ |
(771 |
) |
$ |
— |
|
$ |
— |
|
$ |
(771 |
) |
|
|
|
Year Ended December 31, 2011 |
| ||||||||||
|
|
|
|
|
Effect of Change in |
|
|
| ||||||
|
Dollars in millions |
|
As Reported |
|
Pension |
|
Inventory |
|
Pro Forma |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Europe |
|
$ |
325 |
|
$ |
20 |
|
$ |
— |
|
$ |
345 |
|
|
North America |
|
236 |
|
(24 |
) |
10 |
|
222 |
| ||||
|
South America |
|
250 |
|
|
|
|
|
250 |
| ||||
|
Asia Pacific |
|
83 |
|
|
|
|
|
83 |
| ||||
|
Reportable segment totals |
|
894 |
|
(4 |
) |
10 |
|
900 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Items excluded from Segment Operating Profit: |
|
|
|
|
|
|
|
|
| ||||
|
Retained corporate costs and other |
|
(79 |
) |
4 |
|
|
|
(75 |
) | ||||
|
Restructuring and asset impairment |
|
(112 |
) |
|
|
|
|
(112 |
) | ||||
|
Charge for asbestos-related costs |
|
(165 |
) |
|
|
|
|
(165 |
) | ||||
|
Charge for goodwill impairment |
|
(641 |
) |
|
|
|
|
(641 |
) | ||||
|
Interest income |
|
11 |
|
|
|
|
|
11 |
| ||||
|
Interest expense |
|
(314 |
) |
|
|
|
|
(314 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Loss from continuing operations before income taxes |
|
(406 |
) |
— |
|
10 |
|
(396 |
) | ||||
|
Provision for income taxes |
|
(85 |
) |
|
|
|
|
(85 |
) | ||||
|
Loss from continuing operations |
|
(491 |
) |
— |
|
10 |
|
(481 |
) | ||||
|
Earnings from discontinued operations |
|
1 |
|
|
|
|
|
1 |
| ||||
|
Net loss |
|
(490 |
) |
— |
|
10 |
|
(480 |
) | ||||
|
Net earnings attributable to noncontrolling interests |
|
(20 |
) |
|
|
|
|
(20 |
) | ||||
|
Net loss attributable to the Company |
|
$ |
(510 |
) |
$ |
— |
|
$ |
10 |
|
$ |
(500 |
) |
Owens-Illinois, Inc.
Unaudited Pro Forma Segment Operating Profit for the Three and Nine Months Ended September 30, 2011
|
|
|
Three Months Ended September 30, 2011 |
| |||||||||||
|
|
|
|
|
Effect of Change in |
|
|
| |||||||
|
Dollars in millions |
|
As Reported |
|
Pension |
|
Inventory |
|
Pro Forma |
| |||||
|
|
|
|
|
|
|
|
|
|
| |||||
|
Europe |
|
$ |
106 |
|
$ |
5 |
|
$ |
— |
|
$ |
111 |
| |
|
North America |
|
73 |
|
(6 |
) |
|
|
67 |
| |||||
|
South America |
|
67 |
|
|
|
|
|
67 |
| |||||
|
Asia Pacific |
|
23 |
|
|
|
|
|
23 |
| |||||
|
Reportable segment totals |
|
269 |
|
(1 |
) |
— |
|
268 |
| |||||
|
|
|
|
|
|
|
|
|
|
| |||||
|
Items excluded from Segment Operating Profit: |
|
|
|
|
|
|
|
|
| |||||
|
Retained corporate costs and other |
|
(24 |
) |
1 |
|
|
|
(23 |
) | |||||
|
Restructuring and asset impairment |
|
(29 |
) |
|
|
|
|
(29 |
) | |||||
|
Interest income |
|
2 |
|
|
|
|
|
2 |
| |||||
|
Interest expense |
|
(70 |
) |
|
|
|
|
(70 |
) | |||||
|
|
|
|
|
|
|
|
|
|
| |||||
|
Earnings from continuing operations before income taxes |
|
148 |
|
— |
|
— |
|
148 |
| |||||
|
Provision for income taxes |
|
(25 |
) |
|
|
|
|
(25 |
) | |||||
|
Earnings from continuing operations |
|
123 |
|
— |
|
— |
|
123 |
| |||||
|
Loss from discontinued operations |
|
(3 |
) |
|
|
|
|
(3 |
) | |||||
|
Net earnings |
|
120 |
|
— |
|
— |
|
120 |
| |||||
|
Net earnings attributable to noncontrolling interests |
|
(4 |
) |
|
|
|
|
(4 |
) | |||||
|
Net earnings attributable to the Company |
|
$ |
116 |
|
$ |
— |
|
$ |
— |
|
$ |
116 |
| |
|
|
|
Nine Months Ended September 30, 2011 |
| ||||||||||
|
|
|
|
|
Effect of Change in |
|
|
| ||||||
|
Dollars in millions |
|
As Reported |
|
Pension |
|
Inventory |
|
Pro Forma |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Europe |
|
$ |
284 |
|
$ |
15 |
|
$ |
— |
|
$ |
299 |
|
|
North America |
|
188 |
|
(18 |
) |
10 |
|
180 |
| ||||
|
South America |
|
165 |
|
|
|
|
|
165 |
| ||||
|
Asia Pacific |
|
56 |
|
|
|
|
|
56 |
| ||||
|
Reportable segment totals |
|
693 |
|
(3 |
) |
10 |
|
700 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Items excluded from Segment Operating Profit: |
|
|
|
|
|
|
|
|
| ||||
|
Retained corporate costs and other |
|
(51 |
) |
3 |
|
|
|
(48 |
) | ||||
|
Restructuring and asset impairment |
|
(41 |
) |
|
|
|
|
(41 |
) | ||||
|
Interest income |
|
8 |
|
|
|
|
|
8 |
| ||||
|
Interest expense |
|
(246 |
) |
|
|
|
|
(246 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings from continuing operations before income taxes |
|
363 |
|
— |
|
10 |
|
373 |
| ||||
|
Provision for income taxes |
|
(85 |
) |
|
|
|
|
(85 |
) | ||||
|
Earnings from continuing operations |
|
278 |
|
— |
|
10 |
|
288 |
| ||||
|
Loss from discontinued operations |
|
(2 |
) |
|
|
|
|
(2 |
) | ||||
|
Net earnings |
|
276 |
|
— |
|
10 |
|
286 |
| ||||
|
Net earnings attributable to noncontrolling interests |
|
(15 |
) |
|
|
|
|
(15 |
) | ||||
|
Net earnings attributable to the Company |
|
$ |
261 |
|
$ |
— |
|
$ |
10 |
|
$ |
271 |
|
Owens-Illinois, Inc.
Unaudited Pro Forma Segment Operating Profit for the Three and Six Months Ended June 30, 2011
|
|
|
Three Months Ended June 30, 2011 |
| ||||||||||
|
|
|
|
|
Effect of Change in |
|
|
| ||||||
|
Dollars in millions |
|
As Reported |
|
Pension |
|
Inventory |
|
Pro Forma |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Europe |
|
$ |
107 |
|
$ |
5 |
|
$ |
— |
|
$ |
112 |
|
|
North America |
|
56 |
|
(6 |
) |
|
|
50 |
| ||||
|
South America |
|
53 |
|
|
|
|
|
53 |
| ||||
|
Asia Pacific |
|
9 |
|
|
|
|
|
9 |
| ||||
|
Reportable segment totals |
|
225 |
|
(1 |
) |
— |
|
224 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Items excluded from Segment Operating Profit: |
|
|
|
|
|
|
|
|
| ||||
|
Retained corporate costs and other |
|
(14 |
) |
1 |
|
|
|
(13 |
) | ||||
|
Restructuring and asset impairment |
|
(4 |
) |
|
|
|
|
(4 |
) | ||||
|
Interest income |
|
3 |
|
|
|
|
|
3 |
| ||||
|
Interest expense |
|
(100 |
) |
|
|
|
|
(100 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings from continuing operations before income taxes |
|
110 |
|
— |
|
— |
|
110 |
| ||||
|
Provision for income taxes |
|
(32 |
) |
|
|
|
|
(32 |
) | ||||
|
Earnings from continuing operations |
|
78 |
|
— |
|
— |
|
78 |
| ||||
|
Earnings from discontinued operations |
|
2 |
|
|
|
|
|
2 |
| ||||
|
Net earnings |
|
80 |
|
— |
|
— |
|
80 |
| ||||
|
Net earnings attributable to noncontrolling interests |
|
(7 |
) |
|
|
|
|
(7 |
) | ||||
|
Net earnings attributable to the Company |
|
$ |
73 |
|
$ |
— |
|
$ |
— |
|
$ |
73 |
|
|
|
|
Six Months Ended June 30, 2011 |
| ||||||||||
|
|
|
|
|
Effect of Change in |
|
|
| ||||||
|
Dollars in millions |
|
As Reported |
|
Pension |
|
Inventory |
|
Pro Forma |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Europe |
|
$ |
178 |
|
$ |
10 |
|
$ |
— |
|
$ |
188 |
|
|
North America |
|
115 |
|
(12 |
) |
10 |
|
113 |
| ||||
|
South America |
|
98 |
|
|
|
|
|
98 |
| ||||
|
Asia Pacific |
|
33 |
|
|
|
|
|
33 |
| ||||
|
Reportable segment totals |
|
424 |
|
(2 |
) |
10 |
|
432 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Items excluded from Segment Operating Profit: |
|
|
|
|
|
|
|
|
| ||||
|
Retained corporate costs and other |
|
(27 |
) |
2 |
|
|
|
(25 |
) | ||||
|
Restructuring and asset impairment |
|
(12 |
) |
|
|
|
|
(12 |
) | ||||
|
Interest income |
|
6 |
|
|
|
|
|
6 |
| ||||
|
Interest expense |
|
(176 |
) |
|
|
|
|
(176 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings from continuing operations before income taxes |
|
215 |
|
— |
|
10 |
|
225 |
| ||||
|
Provision for income taxes |
|
(60 |
) |
|
|
|
|
(60 |
) | ||||
|
Earnings from continuing operations |
|
155 |
|
— |
|
10 |
|
165 |
| ||||
|
Earnings from discontinued operations |
|
1 |
|
|
|
|
|
1 |
| ||||
|
Net earnings |
|
156 |
|
— |
|
10 |
|
166 |
| ||||
|
Net earnings attributable to noncontrolling interests |
|
(11 |
) |
|
|
|
|
(11 |
) | ||||
|
Net earnings attributable to the Company |
|
$ |
145 |
|
$ |
— |
|
$ |
10 |
|
$ |
155 |
|
Owens-Illinois, Inc.
Unaudited Pro Forma Segment Operating Profit for the Three Months Ended March 31, 2011
|
|
|
Three Months Ended March 31, 2011 |
| ||||||||||
|
|
|
|
|
Effect of Change in |
|
|
| ||||||
|
Dollars in millions |
|
As Reported |
|
Pension |
|
Inventory |
|
Pro Forma |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Europe |
|
$ |
71 |
|
$ |
5 |
|
$ |
— |
|
$ |
76 |
|
|
North America |
|
59 |
|
(6 |
) |
10 |
|
63 |
| ||||
|
South America |
|
45 |
|
|
|
|
|
45 |
| ||||
|
Asia Pacific |
|
24 |
|
|
|
|
|
24 |
| ||||
|
Reportable segment totals |
|
199 |
|
(1 |
) |
10 |
|
208 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Items excluded from Segment Operating Profit: |
|
|
|
|
|
|
|
|
| ||||
|
Retained corporate costs and other |
|
(13 |
) |
1 |
|
|
|
(12 |
) | ||||
|
Restructuring and asset impairment |
|
(8 |
) |
|
|
|
|
(8 |
) | ||||
|
Interest income |
|
3 |
|
|
|
|
|
3 |
| ||||
|
Interest expense |
|
(76 |
) |
|
|
|
|
(76 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings from continuing operations before income taxes |
|
105 |
|
— |
|
10 |
|
115 |
| ||||
|
Provision for income taxes |
|
(28 |
) |
|
|
|
|
(28 |
) | ||||
|
Earnings from continuing operations |
|
77 |
|
— |
|
10 |
|
87 |
| ||||
|
Loss from discontinued operations |
|
(1 |
) |
|
|
|
|
(1 |
) | ||||
|
Net earnings |
|
76 |
|
— |
|
10 |
|
86 |
| ||||
|
Net earnings attributable to noncontrolling interests |
|
(4 |
) |
|
|
|
|
(4 |
) | ||||
|
Net earnings attributable to the Company |
|
$ |
72 |
|
$ |
— |
|
$ |
10 |
|
$ |
82 |
|
Owens-Illinois, Inc.
Unaudited Pro Forma Segment Operating Profit for the Year Ended December 31, 2010
|
|
|
Year Ended December 31, 2010 |
| ||||||||||
|
|
|
|
|
Effect of Change in |
|
|
| ||||||
|
Dollars in millions |
|
As Reported |
|
Pension |
|
Inventory |
|
Pro Forma |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Europe |
|
$ |
324 |
|
$ |
16 |
|
$ |
— |
|
$ |
340 |
|
|
North America |
|
275 |
|
(24 |
) |
2 |
|
253 |
| ||||
|
South America |
|
224 |
|
|
|
|
|
224 |
| ||||
|
Asia Pacific |
|
141 |
|
3 |
|
|
|
144 |
| ||||
|
Reportable segment totals |
|
964 |
|
(5 |
) |
2 |
|
961 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Items excluded from Segment Operating Profit: |
|
|
|
|
|
|
|
|
| ||||
|
Retained corporate costs and other |
|
(89 |
) |
5 |
|
|
|
(84 |
) | ||||
|
Restructuring and asset impairment |
|
(13 |
) |
|
|
|
|
(13 |
) | ||||
|
Acquisition-related costs |
|
(32 |
) |
|
|
|
|
(32 |
) | ||||
|
Asbestos |
|
(170 |
) |
|
|
|
|
(170 |
) | ||||
|
Interest income |
|
13 |
|
|
|
|
|
13 |
| ||||
|
Interest expense |
|
(249 |
) |
|
|
|
|
(249 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings from continuing operations before income taxes |
|
424 |
|
— |
|
2 |
|
426 |
| ||||
|
Provision for income taxes |
|
(129 |
) |
|
|
|
|
(129 |
) | ||||
|
Earnings from continuing operations |
|
295 |
|
— |
|
2 |
|
297 |
| ||||
|
Loss from discontinued operations |
|
(300 |
) |
|
|
|
|
(300 |
) | ||||
|
Net earnings |
|
(5 |
) |
— |
|
2 |
|
(3 |
) | ||||
|
Net earnings attributable to noncontrolling interests |
|
(42 |
) |
|
|
|
|
(42 |
) | ||||
|
Net earnings attributable to the Company |
|
$ |
(47 |
) |
$ |
— |
|
$ |
2 |
|
$ |
(45 |
) |
Exhibit 99.4
Owens-Illinois Group, Inc.
Unaudited Pro Forma Condensed Consolidated Financial Statements
The unaudited pro forma condensed consolidated financial statements set forth below for Owens-Illinois Group, Inc. give effect to the change in the method for accounting for U.S. inventories from LIFO to average costs as if the change had occurred on December 31, 2011 for balance sheet purposes and January 1, 2010 for income statement purposes. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma financial information have been made. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements of Owens-Illinois Group, Inc.
Owens-Illinois Group, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
|
|
|
December 31, 2011 |
| |||||||
|
Dollars in millions, except per share amounts |
|
As Reported |
|
Effect of |
|
Pro Forma |
| |||
|
|
|
|
|
|
|
|
| |||
|
Assets |
|
|
|
|
|
|
| |||
|
Current assets: |
|
|
|
|
|
|
| |||
|
Cash and cash equivalents |
|
$ |
400 |
|
$ |
— |
|
$ |
400 |
|
|
Receivables, less allowances for losses and discounts |
|
1,158 |
|
|
|
1,158 |
| |||
|
Inventories |
|
1,012 |
|
49 |
|
1,061 |
| |||
|
Prepaid expenses |
|
124 |
|
|
|
124 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Total current assets |
|
2,694 |
|
49 |
|
2,743 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Other assets: |
|
|
|
|
|
|
| |||
|
Goodwill |
|
2,082 |
|
|
|
2,082 |
| |||
|
Other long-term assets |
|
1,273 |
|
|
|
1,273 |
| |||
|
Total other assets |
|
3,355 |
|
— |
|
3,355 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Net property, plant, and equipment |
|
2,877 |
|
|
|
2,877 |
| |||
|
Total assets |
|
$ |
8,926 |
|
$ |
49 |
|
$ |
8,975 |
|
|
|
|
|
|
|
|
|
| |||
|
Liabilities and Share Owners’ Equity |
|
|
|
|
|
|
| |||
|
Current liabilities: |
|
|
|
|
|
|
| |||
|
Short-term loans and long-term debt due within one year |
|
$ |
406 |
|
$ |
— |
|
$ |
406 |
|
|
Accounts payable |
|
1,038 |
|
|
|
1,038 |
| |||
|
Other current liabilities |
|
636 |
|
|
|
636 |
| |||
|
Total current liabilities |
|
2,080 |
|
— |
|
2,080 |
| |||
|
Long-term debt |
|
3,627 |
|
|
|
3,627 |
| |||
|
Other long-term liabilities |
|
1,756 |
|
|
|
1,756 |
| |||
|
Share owners’ equity: |
|
|
|
|
|
|
| |||
|
The Company’s share owner’s equity: |
|
|
|
|
|
|
| |||
|
Common stock, par value $.01 per share |
|
|
|
|
|
|
| |||
|
Other contributed capital |
|
295 |
|
|
|
295 |
| |||
|
Retained earnings |
|
2,295 |
|
49 |
|
2,344 |
| |||
|
Accumulated other comprehensive loss |
|
(1,280 |
) |
|
|
(1,280 |
) | |||
|
Total share owner’s equity of the Company |
|
1,310 |
|
49 |
|
1,359 |
| |||
|
Noncontrolling interests |
|
153 |
|
|
|
153 |
| |||
|
Total share owners’ equity |
|
1,463 |
|
49 |
|
1,512 |
| |||
|
Total liabilities and share owners’ equity |
|
$ |
8,926 |
|
$ |
49 |
|
$ |
8,975 |
|
Owens-Illinois Group, Inc.
Unaudited Pro Forma Condensed Consolidated Results of Operations
|
|
|
Year ended December 31, 2011 |
| |||||||
|
Dollars in millions, except per share amounts |
|
As Reported |
|
Effect of |
|
Pro Forma |
| |||
|
|
|
|
|
|
|
|
| |||
|
Net sales |
|
$ |
7,358 |
|
$ |
— |
|
$ |
7,358 |
|
|
Manufacturing, shipping, and delivery |
|
(5,979 |
) |
10 |
|
(5,969 |
) | |||
|
Gross profit |
|
1,379 |
|
10 |
|
1,389 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Selling and administrative expense |
|
(556 |
) |
|
|
(556 |
) | |||
|
Research, development, and engineering expense |
|
(71 |
) |
|
|
(71 |
) | |||
|
Interest expense |
|
(314 |
) |
|
|
(314 |
) | |||
|
Interest income |
|
11 |
|
|
|
11 |
| |||
|
Equity earnings |
|
66 |
|
|
|
66 |
| |||
|
Royalties and net technical assistance |
|
16 |
|
|
|
16 |
| |||
|
Other income |
|
11 |
|
|
|
11 |
| |||
|
Other expense |
|
(783 |
) |
|
|
(783 |
) | |||
|
|
|
|
|
|
|
|
| |||
|
Earnings (loss) from continuing operations before income taxes |
|
(241 |
) |
10 |
|
(231 |
) | |||
|
Provision for income taxes |
|
(85 |
) |
|
|
(85 |
) | |||
|
Earnings (loss) from continuing operations |
|
(326 |
) |
10 |
|
(316 |
) | |||
|
Net earnings of discontinued operations |
|
1 |
|
|
|
1 |
| |||
|
Net earnings (loss) |
|
(325 |
) |
10 |
|
(315 |
) | |||
|
Net earnings attributable to noncontrolling interests |
|
(20 |
) |
|
|
(20 |
) | |||
|
|
|
|
|
|
|
|
| |||
|
Net earnings (loss) attributable to the Company |
|
$ |
(345 |
) |
$ |
10 |
|
$ |
(335 |
) |
|
|
|
|
|
|
|
|
| |||
|
Amounts attributable to the Company: |
|
|
|
|
|
|
| |||
|
Earnings (loss) from continuing operations |
|
$ |
(346 |
) |
$ |
10 |
|
$ |
(336 |
) |
|
Net earnings of discontinued operations |
|
1 |
|
|
|
1 |
| |||
|
Net earnings (loss) |
|
$ |
(345 |
) |
$ |
10 |
|
$ |
(335 |
) |
Owens-Illinois Group, Inc.
Unaudited Pro Forma Condensed Consolidated Results of Operations
|
|
|
Year ended December 31, 2010 |
| |||||||
|
Dollars in millions, except per share amounts |
|
As Reported |
|
Effect of |
|
Pro Forma |
| |||
|
|
|
|
|
|
|
|
| |||
|
Net sales |
|
$ |
6,633 |
|
$ |
— |
|
$ |
6,633 |
|
|
Manufacturing, shipping, and delivery |
|
(5,283 |
) |
2 |
|
(5,281 |
) | |||
|
Gross profit |
|
1,350 |
|
2 |
|
1,352 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Selling and administrative expense |
|
(492 |
) |
|
|
(492 |
) | |||
|
Research, development, and engineering expense |
|
(62 |
) |
|
|
(62 |
) | |||
|
Interest expense |
|
(249 |
) |
|
|
(249 |
) | |||
|
Interest income |
|
13 |
|
|
|
13 |
| |||
|
Equity earnings |
|
59 |
|
|
|
59 |
| |||
|
Royalties and net technical assistance |
|
16 |
|
|
|
16 |
| |||
|
Other income |
|
16 |
|
|
|
16 |
| |||
|
Other expense |
|
(57 |
) |
|
|
(57 |
) | |||
|
|
|
|
|
|
|
|
| |||
|
Earnings from continuing operations before income taxes |
|
594 |
|
2 |
|
596 |
| |||
|
Provision for income taxes |
|
(137 |
) |
|
|
(137 |
) | |||
|
Earnings from continuing operations |
|
457 |
|
2 |
|
459 |
| |||
|
Net loss of discontinued operations |
|
(306 |
) |
|
|
(306 |
) | |||
|
Net earnings |
|
151 |
|
2 |
|
153 |
| |||
|
Net earnings attributable to noncontrolling interests |
|
(42 |
) |
|
|
(42 |
) | |||
|
|
|
|
|
|
|
|
| |||
|
Net earnings attributable to the Company |
|
$ |
109 |
|
$ |
2 |
|
$ |
111 |
|
|
|
|
|
|
|
|
|
| |||
|
Amounts attributable to the Company: |
|
|
|
|
|
|
| |||
|
Earnings from continuing operations |
|
$ |
420 |
|
$ |
2 |
|
$ |
422 |
|
|
Net loss of discontinued operations |
|
(311 |
) |
|
|
(311 |
) | |||
|
Net earnings |
|
$ |
109 |
|
$ |
2 |
|
$ |
111 |
|