O-I Glass, Inc. /DE/
For the period ended May 14, 2025. Filed Apr 1, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2025 · Filed Apr 1, 2025
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 and 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 from continuing operations 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. 2025 PROXY STATEMENT | A-1 |
|---|
Calculation of Earnings Before Interest and Taxes (EBIT)
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · Year ended · Year ended | |||||||
| · · December 31, · · December 31, · | |||||||
| (Dollars in millions) · · 2024 · · 2023 · | |||||||
| Earnings before income taxes | | $38 | | $67 | | ||
| Interest expense, net | | 335 | | | 342 | ||
| Items management considers not representative of ongoing operations | | 241 | | | 560 | ||
| Changes in foreign currency exchange rates | | | 29 | | | (26) | |
| EBIT | | $643 | | $943 | | ||
Calculation of Free Cash Flow (FCF)
| · · · | ||
|---|---|---|
| | Year ended | |
| | | December 31, |
| (Dollars in millions) | | 2024 |
| Cash provided by operating activities | | $489 |
| Cash payments for property, plant and equipment | | (617) |
| Changes in foreign currency exchange rates | | 44 |
| FCF | | $(84) |
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) · · 2024 · · 2023 · · 2022 | |||||||||
| Net earnings (loss) attributable to the Company | | $(106) | | $(103) | | $584 | |||
| Adjustments: Items that management considers not representative of ongoing operations | | 233 | | | 594 | | | (218) | |
| Adjusted net earnings | | $127 | | $491 | | $366 | |||
| | | | | | | | | | |
| Shares outstanding (millions) | | 155 | | 155 | | 159 | |||
| Add: Impact for diluted shares (1) | | | 2 | | | 4 | | | |
| Adjusted diluted shares outstanding (millions) | | | 157 | | | 159 | | | 159 |
| | | | | | | | | | |
| Earnings (loss) per share attributable to the Company (diluted) | | $(0.69) | | $(0.67) | | $3.67 | |||
| Adjusted Net Earnings Per Share | | $0.81 | | $3.09 | | $2.30 | |||
| (1) | For purposes of computing adjusted net earnings per share, the diluted average shares are 157 million and 159 million for the years ended December 31, 2024 and 2023, respectively. |
| O-I GLASS, INC. 2025 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) · 2024 · 2023 · 2022 | ||||||||||
| Earnings before income taxes | | $38 | | $67 | | $805 | | |||
| Interest expense, net | | | 335 | | | 342 | | | 239 | |
| Items management considers not representative of ongoing operations | | | 241 | | | 560 | | | (316) | |
| Less: Income tax impact (1) | | (299) | | | (230) | | | (191) | ||
| | | $315 | | $739 | | $537 | ||||
| | | | | | | | | | | |
| Consolidated debt | | $4,969 | | $4,946 | | $4,716 | ||||
| Less: Accumulated other comprehensive income (2) | | (2,110) | | (1,653) | | (1,937) | ||||
| Add: Other share owner’s equity (3) | | 3,625 | | 3,769 | | 3,389 | ||||
| | | $6,484 | | $7,062 | | $6,168 | ||||
| ROIC | | 4.86% | 10.47% | 8.71% | ||||||
| (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, 2021. |
| (3) | Total share owner’s equity less Accumulated Other Comprehensive Income for the years ended December 31, 2024, 2023 and 2022. 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 years ended December 31, 2023 and 2024. |
| O-I GLASS, INC. 2025 PROXY STATEMENT | A-3 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.