8-K

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

June 7, 2017

Date of Report (Date of earliest event reported)

OWENS-ILLINOIS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-9576
(Commission
File Number) 22-2781933
(IRS Employer
Identification No.)

One Michael Owens Way
Perrysburg, Ohio
(Address of principal executive offices) 43551-2999
(Zip Code)

(567) 336-5000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 7.01.          REGULATION FD DISCLOSURE.

Owens-Illinois, Inc. Chief Financial Officer Jan Bertsch is scheduled to make a presentation at the Deutsche Bank 8th Annual Global Industrials and Materials Summit on June 7, 2017 at 10:00 a.m., Central Time. A live webcast of the presentation will be available at the following link: https://cc.talkpoint.com/deut001/060717a_as/?entity=11_CKXWXXX.  The replay from the conference will be posted within 24 hours of the presentation and will be archived through this link for 90 days. A copy of the presentation slides, which will be discussed at the Conference, is attached hereto as Exhibit 99.1 and will also be available on the Company’s website, www.o-i.com/investors.

The information contained in this Item 7.01 is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission or otherwise incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.

(d)Exhibits.

Exhibit
No.	Description
99.1	Deutsche Bank 8th Annual Global Industrials and Materials Summit Presentation Slides

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OWENS-ILLINOIS, INC.
Date: June 7, 2017	By:	/s/ Jan A. Bertsch
	Name:	Jan A. Bertsch
	Title:	Senior Vice President and
		Chief Financial Officer

3

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Deutsche Bank 8th Annual Global Industrials and Materials Summit Presentation Slides

4

EX-99.1

Exhibit 99.1

Deutsche bank Global industrials and materials summit june 7, 2017 Owens-Illinois, inc.

Safe Harbor Comments 2 Non-GAAP Financial Measures The Company uses certain non-GAAP financial measures, which are measures of its historical or future financial performance that are not calculated and presented in accordance with GAAP, within the meaning of applicable SEC rules. Management believes that its presentation and use of certain non-GAAP financial measures, including adjusted earnings, adjusted earnings per share, segment operating profit, segment operating profit margin and adjusted free cash flow, provide relevant and useful supplemental financial information, which is widely used by analysts and investors, as well as by management in assessing both consolidated and business unit performance. These non-GAAP measures are reconciled to the most directly comparable GAAP measures and should be considered supplemental in nature and should not be considered in isolation or be construed as being more important than comparable GAAP measures. Adjusted earnings relates to net earnings 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, which is glass container production. Adjusted earnings are divided by weighted average shares outstanding (diluted) to derive adjusted earnings per share. Segment operating profit relates to earnings from continuing operations before interest expense (net), provision for income taxes and is also exclusive of items management considers not representative of ongoing operations. Segment operating profit margin is segment operating profit divided by segment net sales. Management uses adjusted earnings, adjusted earnings per share, segment operating profit and segment operating profit margin 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. Adjusted earnings, adjusted earnings per share, segment operating profit and segment operating profit margin may be useful to investors in evaluating the underlying operating performance of the Company’s business as these measures eliminate items that are not reflective of its principal business activity. Further, adjusted free cash flow relates to cash provided by continuing operating activities less additions to property, plant and equipment plus asbestos-related payments. Management uses adjusted free cash flow to evaluate its period-over-period cash generation performance because it believes this provides a useful supplemental measure related to its principal business activity. Adjusted free cash flow may be useful to investors to assist in understanding the comparability of cash flows generated by the Company’s principle business activity. Since a significant majority of the Company’s asbestos-related claims are expected to be received in the next ten years, adjusted free cash flow may help investors to evaluate the long-term cash generation ability of the Company’s principal business activity as these asbestos-related payments decline. It should not be inferred that the entire adjusted free cash flow amount is available for discretionary expenditures, since the Company has mandatory debt service requirements and other non-discretionary expenditures that are not deducted from the measure. Management uses non-GAAP information principally for internal reporting, forecasting, budgeting and calculating compensation payments.

Forward-Looking Statements This document contains "forward-looking" statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933. Forward-looking statements reflect the Company's current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward-looking statements. It is possible the Company's future financial performance may differ from expectations due to a variety of factors including, but not limited to the following: (1) the Company’s ability to realize expected growth opportunities, cost savings and synergies from the Vitro Acquisition, (2) foreign currency fluctuations relative to the U.S. dollar, (3) changes in capital availability or cost, including interest rate fluctuations and the ability of the Company to refinance debt at favorable terms, (4) the general political, economic and competitive conditions in markets and countries where the Company has operations, including uncertainties related to economic and social conditions, disruptions in capital markets, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, and changes in tax rates and laws, (5) the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill is not impaired, (6) consumer preferences for alternative forms of packaging, (7) cost and availability of raw materials, labor, energy and transportation, (8) the Company’s ability to manage its cost structure, including its success in implementing restructuring plans and achieving cost savings, (9) consolidation among competitors and customers, (10) the Company’s ability to acquire businesses and expand plants, integrate operations of acquired businesses and achieve expected synergies, (11) unanticipated expenditures with respect to environmental, safety and health laws, (12) the Company’s ability to further develop its sales, marketing and product development capabilities, (13) the Company’s ability to prevent and detect cybersecurity threats against its information technology systems, (14) the Company’s ability to accurately estimate its total asbestos-related liability or to control the timing and occurrence of events relates to asbestos-related claims, (15) changes in U.S. trade policies, (16) the Company’s ability to achieve its strategic plan, and the other risk factors associated with the business described in the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed with the SEC. It is not possible to foresee or identify all such factors. Any forward-looking statements in this document are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. While the Company continually reviews trends and uncertainties affecting the Company's results of operations and financial condition, the Company does not assume any obligation to update or supplement any particular forward-looking statements contained in this document. The Company routinely posts important information on its website – www.o-i.com/investors. Safe Harbor Comments - continued 3

Why Invest in O-I? 4 Investment Thesis Global leader in glass packaging Well positioned to modestly grow volume Secular trends support glass growth Select opportunities for smarter growth Develop new business Improve commercial and end-to-end supply chain performance Demonstrable Financial Impact Increase adjusted EPS1 Generate strong adjusted free cash flow2 Deleverage balance sheet 1 Adjusted EPS excludes items management does not consider representative of ongoing operations. 2 Adjusted free cash flow is defined as cash provided by continuing operating activities less additions to property, plant and equipment plus asbestos-related payments.

Advancing Our Transformational Journey Moving from Stability to Agility 5

Unparalleled Global Reach with Leading Positions in Key Global Markets 6 #1 position in North America MATURE MARKETS #1 position in Australia and N. Zealand #1 position in Europe #1 position in Latin America EMERGING MARKETS Foothold in China Leading position within Southeast Asia 19 plants 17 plants 35 plants 8 plants

O-I: Strong Franchise in Growing Markets 7 Trusted by the world’s leading and emerging brands Source: Euromonitor Globally, O-I markets are growing Top 10 customers represent ~35% of global sales 1% 1% 3% 5% NA EU LA AP Food & Beverage Markets 2017 – 2019 CAGR

O-I Sales Volume Growing 8 2016: Global sales volumes increased 9% from prior year Year-on-year growth in all major end use categories 2017 forecast: Expecting ~1% organic volume growth

Favorable End Market Demand Trends Continue 9 NORTH AMERICA EUROPE Unchanged, balanced supply and demand Non-beer segments continue to grow Mainstream beer dynamics still challenging Supply/demand dynamics essentially unchanged Solid export trends support volume trends Constructive pricing environment for annual contracts LATIN AMERICA Strong domestic demand in Mexico and Andean region Early signs of recovery in Brazil Beer market benefits glass in Brazil: one-way and premium ASIA PACIFIC Modest growth in AU and NZ Stronger growth in emerging markets

2017 Strategic Initiatives Continue to Boost Bottom Line 10 Total Systems Cost Expected to add $35M-$45M in operating profit in 2017 Delivered ~$8M in 1Q17 Focus on lowering structural cost – end-2-end supply chain cost reduction Mastering enterprise-wide replication of best practices to improve: Quality, flexibility, efficiency Warehousing, logistics, sourcing Working capital Expected to be a $50M source of cash in 2017 Substantial improvement in inventory in 1Q17 Leveraging global supply chain team created in 2016 Improving supply chain visibility through advanced analytics and technology Deploying supply-demand planning fundamentals Commercial efforts Supporting market-plus volume growth in all regions New business development is ~20% of 1Q17 volume growth Positive customer feedback on Key Account Management Integrated approach to improve customer experience Enhance product innovation Building and strengthening strategic, long-term partnerships Developing capabilities to drive integrated business planning

No Change to Annual Guidance 2017 Targets in Line with Investor Day 11 2017 Targets Comment Adjusted EPS1 $2.40-$2.50 Consistent with I-Day target of 10% CAGR Adjusted free cash flow1 ~$365M Consistent with I-Day Debt reduction (FX neutral) ~$225M Consistent with I-Day Impact of strategic initiatives $35M-$45M Higher than I-Day Organic volume growth ~ 1% Consistent with I-Day Segment operating profit margin expansion >40 bps Higher than I-Day ONE TEAM. ONE ENTERPRISE. ONE PLAN. Disciplined Strategy Execution Drives Financial Performance. 1 See reconciliation tables in the appendix of this presentation.

Pension: Steady Despite Volatile Markets and Rates 12 O-I pension expense and contributions continue to be stable Reducing risk profile of pension liabilities De-risking efforts reducing our sensitivity to changes in discount rates Sustained non cash pension expense reduces EPS by ~ $0.401 1 Related to the “amortization of actuarial loss” component of pension expense, which is included in GAAP EPS and adjusted EPS. 2014-16 average 2014-16 average 2017 pension contributions and expense expected to be similar to three year average PENSION ACCOUNTING IMPACTS ANNUAL ADJ. EPS $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 2016 Adj EPS Adj EPS, excl. "amortization of actuarial loss" 0 10 20 30 40 2014 2015 2016 2017f $ Millions PENSION CONTRIBUTIONS 0 10 20 30 40 50 2014 2015 2016 2017f $ Millions PENSION EXPENSE

Continued Favorable Trends in Asbestos 13 1 year ASBESTOS PAYMENTS TOTAL EXPECTED ASBESTOS-RELATED LIABILITY1 1 The Company’s ultimate asbestos-related liability cannot be estimated with certainty. As part of its future comprehensive annual reviews, the Company will estimate its total asbestos-related liability and such reviews may result in adjustments to the liability accrued at the time of the review. The 2017 forecasted asbestos-related liability is calculated as the Dec. 31, 2016 asbestos-related liability less the forecasted 2017 asbestos payments and does not include an adjustment for asbestos-related costs at this time. Annual comprehensive legal review yielded no change to liability in 2016 Expecting $10-15M reduction in asbestos payments in 2017 vs prior year Payments in 2016 were 40% lower than 2008 Average age of claimant is >80 years old and continues to increase each year

Note: Only FX assumptions have changed since 1Q17 earnings teleconference. 1 Adjusted EPS excludes items management does not consider representative of ongoing operations. See the table entitled Reconciliation to Adjusted Earnings and Constant Currency – 2Q 2016 in the appendix of this presentation. 2 Assumes currency rates as of May 31, 2017 continue for the remainder of the year. 3 Expected 2Q17 adjusted EPS represents expected GAAP EPS because there are no items that management does not consider representative of ongoing operations that have been identified at this time. 2Q17 Adjusted EPS Outlook Higher operational performance muted by YoY tax rate 14 1 year 2Q16 Adjusted EPS1 $0.65 Currency Impact --- Assumptions:2 EUR = 1.12; BRL = 3.26; COP = 2,915; AUD = 0.75; MXN = 18.7 2Q16 Adjusted EPS in Constant Currency1 $0.65 Europe Benefits from strategic initiatives; sales flat despite fewer shipping days; and price-cost spread likely to be flat North America Solid equity earnings; investments dampen 2Q, yet drive expansion in 3Q Latin America Strong volume gains more than offset price-cost headwinds Asia Pacific Lower sales shipments offset by improved operations Segment Operating Profit High single-digit increase in operating profit; margin expansion Corporate and Other Costs Corporate costs similar to 2Q16 Interest expense slightly below 2Q16 ~27% tax rate in 2Q17, vs 21% in 2Q16; annual rate still ~24-25% 2Q17 Adjusted EPS3 $0.63-$0.68 On a constant currency basis2 Varied

15 Appendix

Reconciliation to Expected Adjusted Earnings – FY17 Fcst 16

Reconciliation to Adjusted Free Cash Flow 17 Note: Management defines adjusted free cash flow as cash provided by continuing operating activities less additions to property, plant and equipment plus asbestos-related payments (all components as determined in accordance with GAAP). $ Millions Unaudited 2017 Fcst Cash provided by continuing operating activities ~ 730 $ Deduct: Additions to property, plant and equipment ~ (480) Add: Asbestos-related payments ~ 115 Adjusted free cash flow (non-GAAP) ~ 365 $ Cash utilized in investing activities (a) Cash provided by (utilized in) financing activities (a) (a) Forecasted amounts are not yet determinable at this time.

Reconciliation to Adjusted Earnings and Constant Currency – 2Q 2016 18

Impact from Currency Rates 19 Approx. translation impact on EPS from 10% FX change Euro $0.10 Mexican peso $0.07 Brazilian real $0.05 Colombian peso $0.03 Australian dollar $0.05