O-I Glass Inc DE
For the period ended May 15, 2024. Filed Apr 5, 2024.
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May 15, 2024 · Filed Apr 5, 2024
Contents
APPENDIX A
Calculation of Target Measures
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company has also provided certain non-GAAP financial measures, as described below, which were considered by the Compensation and Talent Development Committee as part of its short-term and long-term incentive compensation decisions. Management believes that its presentation and use of certain non-GAAP financial measures, including earnings before interest and taxes, free cash flow, adjusted net earnings, adjusted net earnings per share, return on invested capital and average return on invested capital provides relevant and useful supplemental financial information, which is widely used by analysts and investors as well as by the Compensation and Talent Development Committee as part of its incentive compensation decisions. These non-GAAP measures are calculated from 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. Management uses these non-GAAP measures principally for internal reporting, forecasting, budgeting and incentive compensation. Management believes that the non-GAAP presentation allows the Board, management, investors and analysts to better understand the Company’s financial performance in relation to core operating results and business outlook. The Company’s method of determining non-GAAP financial measures may differ from other companies’ methods and therefore may not be comparable to those used by other companies.
Consolidated earnings before net interest expense and provision from income taxes, excludes items management considers not representative of ongoing operations, because such items are not reflective of the Company’s principal business activity, which is glass container production, as well as foreign exchange currency impacts and excludes the impact of acquisitions and divestitures that were not included in the Company’s budget and that occurred during the performance period. Management uses earnings before interest and taxes to evaluate its period-over-period operating performance because it believes this provides a useful supplemental measure of the results of operations of its principal business activity by excluding items that are not reflective of such operations. For certain incentive compensation decisions, management may also use earnings before interest and taxes for a particular geographic region.
Free cash flow relates to cash provided by operating activities less cash payments for property, plant and equipment, adjusted for changes in foreign currency exchange rates and for payments made beyond the Company’s annual statutory requirement for pensions that were not included in the Company’s budget. Free cash flow does not conform to 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 cash flows.
Adjusted net earnings relates to net earnings from continuing operations attributable to the Company, exclusive of items management considers not representative of ongoing operations, because such items are not reflective of the Company’s principal business activity. Adjusted net earnings are divided by adjusted weighted average shares outstanding (diluted) to derive adjusted net earnings per share. Management uses adjusted net earnings and adjusted net earnings per share to evaluate its period-over-period operating performance because it believes this provides a useful supplemental measure of the results of operations of its principal business activity by excluding items that are not reflective of such operations.
Return on invested capital relates to earnings before interest and taxes, not adjusted for foreign exchange, multiplied by one minus the Company’s tax rate (excluding items that management considers not representative of ongoing operations), divided by the sum of total debt and total share owners’ equity. For the three-year performance period, the Compensation and Talent Development Committee elected to hold the pension/retiree portion of Accumulated Other Comprehensive Income constant. Return on invested capital is not a measure of financial performance under GAAP and should be considered in addition to, and not as a substitute for, return on assets, net earnings, total assets or other financial measures prepared in accordance with GAAP.
| O-I GLASS, INC. 2024 PROXY STATEMENT | A-1 |
|---|
Calculation of Earnings Before Interest and Taxes (EBIT)
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · Year ended · Year ended | |||||||
| · · December 31, · · December 31, · | |||||||
| (Dollars in millions) · · 2023 · · 2022 · | |||||||
| Earnings before income taxes | | $67 | | $805 | | ||
| Interest expense, net | | 342 | | | 239 | ||
| Items management considers not representative of ongoing operations | | 560 | | | (316) | ||
| Changes in foreign currency exchange rates | | | (26) | | | 25 | |
| EBIT | | $943 | | $753 | | ||
Calculation of Free Cash Flow (FCF)
| · · · | ||
|---|---|---|
| | Year ended | |
| | | December 31, |
| (Dollars in millions) | | 2023 |
| Cash provided by operating activities | | $818 |
| Cash payments for property, plant and equipment—continuing operations | | (688) |
| Changes in foreign currency exchange rates | | (7) |
| FCF | | $123 |
Calculation of Adjusted Earnings Per Share (EPS)
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · Year ended · Year ended · Year ended | |||||||||
| · · December 31, · · December 31, · · December 31, | |||||||||
| (Dollars in millions, except per share amounts) · · 2023 · · 2022 · · 2021 | |||||||||
| Net earnings (loss) attributable to the Company | | $(103) | | $584 | | $142 | |||
| Adjustments: Items that management considers not representative of ongoing operations | | 594 | | | (218) | | | 152 | |
| Adjusted net earnings | | $491 | | $366 | | $294 | |||
| | | | | | | | | | |
| Shares outstanding (millions) | | 155 | | 159 | | 160 | |||
| Add: Impact for diluted shares (1) | | | 4 | | | | | | |
| Adjusted diluted shares outstanding (millions) | | | 159 | | | 159 | | | 160 |
| | | | | | | | | | |
| Earnings (loss) per share attributable to the Company (diluted) | | $(0.67) | | $3.67 | | $0.88 | |||
| Adjusted Net Earnings Per Share | | $3.09 | | $2.30 | | $1.83 | |||
| (1) | For purposes of computing adjusted net earnings per share, the diluted average shares are 159 million for the year ended December 31, 2023. |
| O-I GLASS, INC. 2024 PROXY STATEMENT | A-2 |
|---|
Calculation of Return on Invested Capital (ROIC)
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Year ended · · Year ended · · Year ended · | ||||||||||
| · · December 31, · · December 31, · · December 31, · | ||||||||||
| (Dollars in millions) · 2023 · 2022 · 2021 | ||||||||||
| Earnings before income taxes | | $67 | | $805 | | $332 | | |||
| Interest expense, net | | | 342 | | | 239 | | | 216 | |
| Items management considers not representative of ongoing operations | | | 560 | | | (316) | | | 108 | |
| Less: Income tax impact (1) | | (230) | | | (191) | | | (196) | ||
| | | $739 | | $537 | | $460 | ||||
| | | | | | | | | | | |
| Consolidated debt | | $4,946 | | $4,716 | | $4,825 | ||||
| Less: Accumulated other comprehensive income (2) | | (1,975) | | (2,259) | | (2,294) | ||||
| Add: Other share owner’s equity (3) | | 3,769 | | 3,389 | | 2,799 | ||||
| | | $6,740 | | $5,846 | | $5,330 | ||||
| ROIC | | 10.97% | 9.19% | 8.64% | ||||||
| (1) | Represents EBIT not adjusted for foreign exchange multiplied by one minus the Company’s tax rate (excluding items that management considers not representative of ongoing operations). |
| (2) | For each of the three-year performance periods, the Compensation and Talent Development Committee elected to hold constant the pension and retiree medical portion of Accumulated Other Comprehensive Income as of December 31, 2020. |
| (3) | Total share owner’s equity less Accumulated Other Comprehensive Income for the years ended December 31, 2023, 2022 and 2021. For 2023, the Company recorded a $445 million goodwill impairment charge. This charge has been added back to share owner’s equity for purposes of computing ROIC for the year ended December 31, 2023. |
| O-I GLASS, INC. 2024 PROXY STATEMENT | A-3 |
|---|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V36087-P02569 For Against Abstain For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! O-I GLASS, INC. ONE MICHAEL OWENS WAY PERRYSBURG, OH 43551 The Board of Directors recommends you vote FOR each of the following nominees: 1a. Samuel R. Chapin 1f. Alan J. Murray 1i. Catherine I. Slater 1h. Cheri Phyfer 1b. David V. Clark, II 1d. Gordon J. Hardie 1c. Eric J. Foss 1e. John Humphrey 1g. Hari N. Nair 1j. Carol A. Williams 1. Election of Directors Nominees: 2. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024. 3. To approve, by advisory vote, the Company's named executive officer compensation. The Board of Directors recommends you vote FOR proposals 2, and 3: NOTE: In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, administrator, executor, guardian or trustee, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. O-I GLASS, INC. ! ! ! VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 14, 2024 for shares held directly and by 11:59 P.M. Eastern Time on May 12, 2024 for shares held in a Plan. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/OI2024 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 14, 2024 for shares held directly and by 11:59 P.M. Eastern Time on May 12, 2024 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTEw
V36088-P02569 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. O-I GLASS, INC. Annual Meeting of Share Owners May 15, 2024 9:00 AM EDT This proxy is solicited on behalf of the Board of Directors The undersigned hereby appoint(s) Darrow A. Abrahams and John A. Haudrich and each of them, as Proxies with full power of substitution, and hereby authorize(s) them to represent and to vote, as designated on the reverse side hereof, all shares of common stock of O-I Glass, Inc. held of record by the undersigned on March 18, 2024, at the Annual Meeting of Share Owners to be held on May 15, 2024, or at any adjournment(s) or postponement(s) thereof. The undersigned also provides directions to John Hancock Trust Company, as Trustee, to vote all shares of common stock of O-I Glass, Inc. allocated to the account(s) of the undersigned as of March 18, 2024, in the Owens-Illinois, Inc. Stock Purchase and Savings Program or the Owens-Illinois, Inc. Long-Term Savings Plan (the "Plans"), at the aforesaid Annual Meeting or any adjournment(s) or postponement(s) thereof, as specified on the reverse side of this card. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned Share Owner. If no direction is made: This proxy will be voted FOR the election of each of the director nominees, FOR Proposal 2, and FOR Proposal 3. John Hancock Trust Company, as Trustee, will vote all such shares allocated to the Plan account(s) of the undersigned on all proposals in accordance with the majority of Plan shares for which voting instructions are received. PLEASE EXECUTE THIS PROXY WHETHER OR NOT YOU PLAN TO ATTEND, AND RETURN THE PROXY PROMPTLY IN THE ENVELOPE PROVIDED SO THAT STOCK HELD WILL BE REPRESENTED IN ALL EVENTS AND SO THAT WE MAY HAVE A QUORUM. PLEASE SIGN YOUR NAME ON THE REVERSE SIDE. WHEN SIGNING AS ATTORNEY, ADMINISTRATOR, EXECUTOR, GUARDIAN OR TRUSTEE, PLEASE GIVE FULL TITLE AS SUCH. JOINT OWNERS SHOULD EACH SIGN PERSONALLY. Continued and to be signed on reverse side
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