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OI > SEC Filings for OI > Form 10-K on 17-Feb-2009All Recent SEC Filings

Show all filings for OWENS ILLINOIS INC /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 10-K for OWENS ILLINOIS INC /DE/


17-Feb-2009

Annual Report


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Following are the Company's net sales by segment and segment operating profit for the years ended December 31, 2008, 2007, and 2006. 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, provision for income taxes and minority share owners' interests in earnings of subsidiaries 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 FAS No. 131. The line titled 'reportable segment totals', however, is a non-GAAP measure when presented outside of the financial statement footnotes. Management has included 'reportable segment totals' below to facilitate the discussion and analysis of financial condition and results of operations. The Company's management uses Segment Operating Profit, in combination with selected cash flow information, to evaluate performance and to allocate resources.

Net Sales:                    2008        2007        2006
Europe                      $ 3,497.8   $ 3,298.7   $ 2,846.6
North America                 2,209.7     2,271.3     2,110.4
South America                 1,135.9       970.7       796.5
Asia Pacific                    964.1       934.3       804.9

Reportable segment totals     7,807.5     7,475.0     6,558.4
Other                            77.2        91.7        92.0
Net Sales                   $ 7,884.7   $ 7,566.7   $ 6,650.4


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Segment Operating Profit:                               2008        2007        2006

Europe                                               $    477.8   $   433.0   $   249.6
North America                                             185.2       265.1       187.3
South America                                             331.0       254.9       195.0
Asia Pacific                                              162.8       154.0       102.9
Reportable segment totals                               1,156.8     1,107.0       734.8

Items excluded from Segment Operating Profit:
Retained corporate costs and other                         (0.7 )     (78.8 )     (76.6 )
Restructuring and asset impairments                      (133.3 )    (100.3 )     (29.7 )
Charge for asbestos related costs                        (250.0 )    (115.0 )    (120.0 )
CEO and other transition charges                                                  (20.8 )
Curtailment of postretirement benefits in The
Netherlands                                                                        15.9
Mark to market effect of natural gas hedge
contracts                                                                          (8.7 )

Interest income                                            38.6        42.3        19.2
Interest expense                                         (253.0 )    (348.6 )    (349.0 )
Earnings before income taxes and minority share
owners' interests in earnings of subsidiaries             558.4       506.6       165.1
Provision for income taxes                               (236.7 )    (147.8 )    (125.3 )
Minority share owners' interest in earnings of
subsidiaries                                              (70.2 )     (59.5 )     (43.6 )
Earnings (loss) from continuing operations                251.5       299.3        (3.8 )
Net earnings (loss) of discontinued operations                          2.8       (23.7 )
Gain on sale of discontinued operations                     6.8     1,038.5
Net earnings (loss)                                  $    258.3   $ 1,340.6   $   (27.5 )

Note: all amounts excluded from reportable segment totals are discussed in the following applicable sections.

Executive Overview - Years ended December 2008 and 2007

Net sales from continuing operations were $318.0 million higher than the prior year principally resulting from improved pricing and favorable product mix across all regions, as well as favorable foreign currency exchange rates, principally the Euro. Lower unit shipments partially offset these favorable increases.

Segment Operating Profit for reportable segments was $49.8 million higher than the prior year. The benefits of higher selling prices, improved product mix, improvements in glass plant operating efficiencies, and favorable foreign currency exchange rates were partially offset by inflationary cost increases in manufacturing and delivery costs and lower sales volume.

Interest expense in 2008 was $253.0 million compared with interest expense from continuing operations of $348.6 million in 2007. Included in the 2007 interest expense was $9.5 million for both note repurchase premiums and the write-off of unamortized finance fees related to the November 2007 repurchase of the $625.0 million 8.75% Senior Secured Notes. Exclusive of these items, interest expense decreased approximately $86.1 million. The decrease is principally due to lower variable interest rates under the Company's bank credit agreement and on long term debt variable and swapped rates as well as lower overall debt levels, partially offset by an increase in foreign currency exchange rates. The decrease


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is also due to the non-recurrence of interest on debt that was repaid during the fourth quarter of 2007 with the proceeds from the plastics sale. This interest was previously allocated to discontinued operations until the date of the sale.

Interest income for continuing operations for 2008 was $38.6 million compared to $42.3 million for 2007.

Net earnings from continuing operations for 2008 were $251.5 million, or $1.48 per share (diluted), compared to earnings from continuing operations of $299.3 million, or $1.78 per share (diluted) for 2007. Earnings in both periods included items that management considered not representative of ongoing operations. These items decreased net earnings in 2008 by $393.7 million, or $2.32 per share, and decreased net earnings in 2007 by $194.4 million, or $1.16 per share.

Cash payments for asbestos-related costs were $210.2 million for 2008 compared to $347.1 million for 2007. The decrease is due to reduced funding for settlements of certain claims on an accelerated basis.

Capital spending for property, plant and equipment for continuing operations was $361.7 million for 2008 compared to $292.5 million for 2007. The 2008 amount is in a range consistent with long term historical levels. The increase is also due to changes in foreign currency exchange rates.

Results of Operations - Comparison of 2008 with 2007

Net Sales



The Company's net sales by segment for 2008 and 2007 are presented in the
following table.  For further information, see Segment Information included in
Note 20 to the Consolidated Financial Statements.



                                2008          2007
                              (dollars in millions)
Europe                      $    3,497.8    $ 3,298.7
North America                    2,209.7      2,271.3
South America                    1,135.9        970.7
Asia Pacific                       964.1        934.3
Reportable segment totals        7,807.5      7,475.0
Other                               77.2         91.7
Net Sales                   $    7,884.7    $ 7,566.7

The Company's net sales increased $318.0 million, or 4.2%, over 2007.

The change in net sales of reportable segments can be summarized as follows (dollars in millions):

Net sales - 2007                                       $ 7,475.0
Net effect of price and mix                  $ 572.0
Effects of changing foreign currency rates     274.5
Decreased sales volume                        (514.0 )
Total effect on net sales                                  332.5
Net sales - 2008                                       $ 7,807.5


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Segment Operating Profit

Operating Profit for the reportable segments in the table below includes an allocation of some corporate expenses based on both a percentage of sales and direct billings based on the costs of specific services provided. Unallocated corporate expenses and certain other expenses not directly related to the reportable segments' operations are included in Retained Corporate Costs and Other. For further information, see Segment Information included in Note 20 to the Consolidated Financial Statements.

                                       2008       2007
Europe                               $  477.8   $  433.0
North America                           185.2      265.1
South America                           331.0      254.9
Asia Pacific                            162.8      154.0
Reportable segment totals             1,156.8    1,107.0

Retained corporate costs and other       (0.7 )    (78.8 )

Segment Operating Profit for reportable segments for 2008 increased $49.8 million, or 4.5%, to $1,156.8 million, compared with Segment Operating Profit of $1,107.0 million for 2007.

The change in Segment Operating Profit for reportable segments can be summarized as follows (dollars in millions):

Segment Operating Profit - 2007                          $ 1,107.0
Net effect of price and mix                    $ 572.0
Effects of changing foreign currency rates        56.0
Manufacturing and delivery costs                (468.0 )
Decreased sales volume                          (116.0 )
Operating expense                                (28.0 )
Other                                             33.8
Total net effect on Segment Operating Profit                  49.8
Segment Operating Profit -2008                           $ 1,156.8

Interest Expense

Interest expense in 2008 was $253.0 million compared with interest expense from continuing operations of $348.6 million in 2007. Included in the 2007 interest expense was $9.5 million for both note repurchase premiums and the write-off of unamortized finance fees related to the November 2007 repurchase of the $625.0 million 8.75% Senior Secured Notes. Exclusive of these items, interest expense decreased approximately $86.1 million. The decrease is principally due to lower variable interest rates under the Company's bank credit agreement and on long term debt variable and swapped rates as well as lower overall debt levels, partially offset by an increase in foreign currency exchange rates. The decrease is also due to the non-recurrence of interest on debt that was repaid during the fourth quarter of 2007 with the proceeds from the plastics sale. This interest was previously allocated to discontinued operations until the date of the sale.


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Interest Income

Interest income for continuing operations for 2008 was $38.6 million compared to $42.3 million for 2007.

Provision for Income Taxes

The Company's effective tax rate from continuing operations for 2008 was 42.4%, compared with 29.2% for 2007. The provision for 2008 includes a net expense of $33.3 million related to tax legislation, restructuring, and other. The provision for 2007 includes a benefit of $13.5 million for the recognition of tax credits related to restructuring of investments in certain European operations. Excluding those items and the effects in both periods of pretax items for which taxes are separately calculated and recorded in the period, the Company's effective tax rate from continuing operations for 2008 was 24.0% compared to 24.4% for 2007. The Company expects that the effective tax rate will not change significantly in 2009.

Minority Share Owners' Interest in Earnings of Subsidiaries

Minority share owners' interest in earnings of subsidiaries for 2008 was $70.2 million compared to $59.5 million for 2007. The increase is primarily attributed to higher earnings from the Company's operations in South America.

Earnings from Continuing Operations

For 2008, the Company recorded earnings from continuing operations of $251.5 million compared to earnings from continuing operations of $299.3 million for 2007. The after tax effects of the items excluded from Segment Operating Profit, the 2008 and 2007 international net tax benefits, and the 2007 additional interest charges, increased or decreased earnings in 2008 and 2007 as set forth in the following table (dollars in millions).

                                                               Net Earnings
                                                            Increase (Decrease)
Description                                                 2008           2007
Net expense related to tax legislation,
restructuring, and other                                $      (34.8 )  $         -
Gain recognition from foreign tax credits                                      13.5
Restructuring and asset impairments                           (110.1 )        (84.1 )
Increase in the accrual for future asbestos related
costs                                                         (248.8 )       (115.0 )

Note repurchase premiums and write-off of finance fees (8.8 )

Total $ (393.7 ) $ (194.4 )

Executive Overview - Years ended December 2007 and 2006

Net sales from continuing operations were $916.3 million higher than the prior year principally resulting from improved pricing, increased unit shipments, and favorable foreign currency exchange rates.

Segment Operating Profit for reportable segments was $372.2 million higher than the prior year. The benefits of higher selling prices, improved productivity, increased unit shipments, and favorable exchange rates were partially offset by inflationary cost increases.


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Interest expense from continuing operations for 2007 was $348.6 million compared to $349.0 million for 2006. Included in the 2007 interest expense was $9.5 million for both note repurchase premiums and the write-off of unamortized finance fees related to the November 2007 repurchase of the $625.0 million 8.75% Senior Secured Notes. Included in the 2006 interest expense was $17.5 million for both note repurchase premiums and the write-off of unamortized finance fees related to the June 2006 refinancing of the Company's previous credit agreement and the July 2006 repurchase of approximately $150 million principal amount of the 8.875% Senior Secured Notes due 2009. Exclusive of these items, interest expense increased approximately $7.6 million. A significant portion of the increase is interest on debt that was repaid during the fourth quarter of 2007 with the proceeds from the plastics sale. This interest was previously allocated to discontinued operations until the date of the sale.

Interest income for continuing operations for 2007 was $42.3 million compared to $19.2 million for 2006. The increase of $23.1 million is primarily due to interest earned as a result of investing a portion of the proceeds from the plastics July 31, 2007 sale until the funds were used to repay senior secured debt in the fourth quarter of 2007.

Net earnings from continuing operations for 2007 were $299.3 million, or $1.78 per share (diluted), compared to a loss of $3.8 million, or $0.17 per share (diluted) for 2006. Earnings in both periods included items that management considered not representative of ongoing operations. These items decreased net earnings in 2007 by $194.4 million, or $1.16 per share, and decreased net earnings in 2006 by $177.0 million, or $1.15 per share.

Cash payments for asbestos-related costs were $347.1 million for 2007 compared to $162.5 million for 2006. Cash payments increased in part to fund, on an accelerated basis, settlements of certain claims on terms favorable to the Company. Cash payments were also used, in part, to reduce the deferred amounts payable for previously settled claims to approximately $34 million as of December 31, 2007, from approximately $82 million as of December 31, 2006.

Capital spending for property, plant and equipment for continuing operations was $292.5 million for 2007 compared to $285.0 million for 2006.

Results of Operations - Comparison of 2007 with 2006



Net Sales



The Company's net sales by segment for 2007 and 2006 are presented in the
following table.  For further information, see Segment Information included in
Note 20 to the Consolidated Financial Statements.



                                2007          2006
                              (dollars in millions)
Europe                      $    3,298.7    $ 2,846.6
North America                    2,271.3      2,110.4
South America                      970.7        796.5
Asia Pacific                       934.3        804.9
Reportable segment totals        7,475.0      6,558.4
Other                               91.7         92.0
Net Sales                   $    7,566.7    $ 6,650.4


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The Company's net sales increased $916.3 million, or 13.8%, over 2006.

The change in net sales can be summarized as follows (dollars in millions):

Net sales - 2006                                       $ 6,650.4
Net effect of price and mix                  $ 322.8
Increased sales volume                         144.7
Effects of changing foreign currency rates     448.8
Total effect on net sales                                  916.3
Net sales - 2007                                       $ 7,566.7

The increase in reported sales from the effects of changing foreign currency exchange rates resulted principally from the stronger Euro and Australian dollar.

Segment Operating Profit

Operating Profit for the reportable segments in the table below includes an allocation of some corporate expenses based on both a percentage of sales and direct billings based on the costs of specific services provided. Unallocated corporate expenses and certain other expenses not directly related to the reportable segments' operations are included in Retained Corporate Costs and Other. For further information, see Segment Information included in Note 20 to the Consolidated Financial Statements.

                                         2007            2006
                                        (dollars in millions)
Europe                               $      433.0    $      249.6
North America                               265.1           187.3
South America                               254.9           195.0
Asia Pacific                                154.0           102.9
Reportable segment totals                 1,107.0           734.8

Retained corporate costs and other          (78.8 )         (76.6 )

Segment Operating Profit for reportable segments for 2007 increased $372.2 million, or 50.7%, to $1,107.0 million, compared with Segment Operating Profit of $734.8 million for 2006.


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The change in Segment Operating Profit for reportable segments can be summarized as follows (dollars in millions):

Segment Operating Profit - 2006                          $   734.8
Net effect of price and mix                    $ 323.0
Productivity and production volume                80.0
Effects of changing foreign currency rates        52.0
Increased sales volume                            34.4
Warehouse, delivery and other costs               25.9
Operating expense                                 25.3
Manufacturing inflation, net of cost savings    (152.0 )
Other                                            (16.4 )
Total net effect on Segment Operating Profit                 372.2
Segment Operating Profit -2007                           $ 1,107.0

Interest Expense

Interest expense from continuing operations for 2007 was $348.6 million compared to $349.0 million for 2006. Included in the 2007 interest expense was $9.5 million for both note repurchase premiums and the write-off of unamortized finance fees related to the November 2007 repurchase of the $625.0 million 8.75% Senior Secured Notes. Included in the 2006 interest expense was $17.5 million for both note repurchase premiums and the write-off of unamortized finance fees related to the June 2006 refinancing of the Company's previous credit agreement and the July 2006 repurchase of approximately $150 million principal amount of the 8.875% Senior Secured Notes due 2009. Exclusive of these items, interest expense increased approximately $7.6 million. A significant portion of the increase is interest on debt that was repaid during the fourth quarter of 2007 with the proceeds from the plastics sale. This interest was previously allocated to discontinued operations until the date of the sale.

Interest Income

Interest income for continuing operations for 2007 was $42.3 million compared to $19.2 million for 2006. The increase of $23.1 million is primarily due to interest earned as a result of investing a portion of the proceeds from the July 31, 2007 plastics sale until the funds were used to repay senior secured debt in the fourth quarter of 2007.

Provision for Income Taxes

The Company's effective tax rate from continuing operations for 2007 was 29.2%, compared with 75.9% for 2006. Excluding the effects of separately taxed items in both periods, the Company's effective tax rate from continuing operations for 2007 was 24.4% compared with 40.3% for 2006. The reduction is principally due to: (1) a change in mix of earnings to jurisdictions where the Company is subject to lower effective rates, and (2) the effect of higher earnings and lower interest costs in the U.S., where the Company has recognized a valuation allowance on net deferred tax assets.

Minority Share Owners' Interest in Earnings of Subsidiaries

Minority share owners' interest in earnings of subsidiaries for 2007 was $59.5 million compared to $43.6 million for 2006. The increase is primarily attributed to higher earnings from the Company's operations in South America.


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Earnings from Continuing Operations

For 2007, the Company recorded earnings from continuing operations of $299.3 million compared to a loss from continuing operations of $3.8 million for 2006. The after tax effects of the items excluded from Segment Operating Profit, the 2007 and 2006 international net tax benefits, and the additional interest charges, increased or decreased earnings in 2007 and 2006 as set forth in the following table (dollars in millions).

                                                                    Net Earnings
                                                                Increase (Decrease)
Description                                                      2007          2006
Gain recognition from foreign tax credits                     $      13.5    $       -

Curtailment of postretirement benefits in The Netherlands                         11.2
Reversal of non-U.S. deferred tax asset valuation allowance
partially offset by charges related to international tax
restructuring                                                                      5.7
Restructuring and asset impairments                                 (84.1 )      (27.7 )
Increase in the accrual for future asbestos related costs          (115.0 )     (120.0 )
CEO transition charge and other                                                  (20.7 )
Note repurchase premiums and write-off of finance fees               (8.8 )      (17.1 )
Loss from the mark to market effect of natural gas hedge
contracts                                                                         (8.4 )

Total                                                         $    (194.4 )  $  (177.0 )

Items Excluded from Reportable Segment Totals

Retained Corporate Costs and Other

Retained corporate costs and other for 2008 was $0.7 million compared with $78.8 million for 2007. Beginning in 2008, the Company revised its method of allocating corporate expenses. The Company decreased slightly the percentage allocation based on sales and significantly expanded the number of functions included in the allocation based on cost of services. It is not practicable to quantify the net effect of these changes on periods prior to 2008. However, the effect for 2008 was to reduce the amount of retained corporate costs by approximately $38.0 million. Also contributing to the decrease were lower accruals for self insured risks and increased pension income in 2008.

Retained corporate costs and other for 2007 was $78.8 million compared with $76.6 million for 2006.

Restructuring and Asset Impairments

During 2008, the Company recorded charges totaling $133.3 million ($110.1 million after tax and minority share owners' interests), for additional restructuring and asset impairment principally in North America and Europe, with additional charges across all segments as well as in Retained Corporate Costs and Other. The charges reflect the additional decisions reached in the Company's ongoing strategic review of its global manufacturing footprint. See Note 17 for additional information.

During the third and fourth quarters of 2007, the Company recorded charges totaling $100.3 million ($84.1 million after tax), for restructuring and asset impairment in South America, Europe, and North


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America. The charges reflect the initial decisions of the Company's global profitability review. See Note 17 for additional information.

In September 2006, the Company announced the permanent closing of its Godfrey, Illinois machine parts manufacturing operation. The facility was closed by the end of the year. This closing is part of a broad initiative to reduce working capital and improve system costs. The Company also closed a small recycling facility in Ohio. As a result, the Company recorded a charge of $29.7 million ($27.7 million after tax) in the third quarter of 2006. The closing of these facilities resulted in the elimination of approximately 260 jobs and a corresponding reduction in the Company's workforce. The Company anticipates . . .

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