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Owens-Illinois 10-K 2006

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 


 

FORM 10-K

 

(Mark One)

 

ý

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2005

 

or

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 


 

Commission file number 1-9576

 

OWENS-ILLINOIS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

22-2781933

(State or other jurisdiction of

 

(IRS Employer

incorporation or organization)

 

Identification No.)

 

 

 

One SeaGate, Toledo, Ohio

 

43666

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (419) 247-5000

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Name of each exchange on

Title of each class

 

which registered

Common Stock, $.01 par value

 

New York Stock Exchange

Convertible Preferred Stock, $.01 par value, $50 liquidation preference

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:  None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ý

 

No o

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes o

 

No ý

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes o

 

No ý

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ý

 

Accelerated filer o

 

Non-accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o

 

No ý

 

The aggregate market value (based on the consolidated tape closing price on June 30, 2005) of the voting and non-voting stock beneficially held by non-affiliates of Owens-Illinois, Inc. was approximately $2,378,430,000. For the sole purpose of making this calculation, the term “non-affiliate” has been interpreted to exclude directors and executive officers of the Company. Such interpretation is not intended to be, and should not be construed to be, an admission by Owens-Illinois, Inc. or such directors or executive officers of the Company that such directors and executive officers of the Company are “affiliates” of Owens-Illinois, Inc., as that term is defined under the Securities Act of 1934.

 

The number of shares of common stock, $.01 par value of Owens-Illinois, Inc. outstanding as of January 31, 2006 was 152,961,486.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of Owens-Illinois, Inc. Proxy Statement for The Annual Meeting of Share Owners To Be Held Wednesday, May 3, 2006 (“Proxy Statement”) are incorporated by reference into Part III hereof.

 

TABLE OF GUARANTORS

 

 

 

 

 

Primary

 

 

 

 

 

 

Standard

 

 

 

 

State/Country of

 

Industrial

 

I.R.S

 

 

Incorporation

 

Classification

 

Employee

Exact Name of Registrant

 

or

 

Code

 

Identification

As Specified In Its Charter

 

Organization

 

Number

 

Number

 

 

 

 

 

 

 

Owens-Illinois Group, Inc

 

Delaware

 

6719

 

34-1559348

Owens-Brockway Packaging, Inc

 

Delaware

 

6719

 

34-1559346

 

The address, including zip code, and telephone number, of each additional registrant’s principal executive office is One Seagate, Toledo, Ohio 43666; (419) 247-5000. These companies are listed as guarantors of the debt securities of the registrant. The consolidating condensed financial statements of the Company depicting separately its guarantor and non-guarantor subsidiaries are presented in the notes to the consolidated financial statements. All of the equity securities of each of the guarantors set forth in the table above are owned, either directly or indirectly, by Owens-Illinois, Inc.

 

 



 

TABLE OF CONTENTS

 

PART I

 

 

ITEM 1.

BUSINESS

 

 

ITEM 1A.

RISK FACTORS

 

 

ITEM 1B.

UNRESOLVED STAFF COMMENTS18

 

 

ITEM 2.

PROPERTIES

 

 

ITEM 3.

LEGAL PROCEEDINGS

 

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

 

 

PART II

 

 

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHARE

 

 

 

OWNER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

 

ITEM 6.

SELECTED FINANCIAL DATA

 

 

ITEM 7.

MANAGMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

ITEM 7A.

QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

 

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

 

ITEM 9A.

CONTROLS AND PROCEDURES

 

 

ITEM 9B.

OTHER INFORMATION

 

 

 

PART III

 

 

ITEM 10.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

 

 

ITEM 11.

EXECUTIVE COMPENSATION CERTAIN 125

 

 

ITEM 12.

SECURITY OWENERSHIP OF CERTAIN BENEFICIAL OWNERS AND

 

 

 

MANAGEMENT AND RELATED SHARE OWNER MATTERS

 

 

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

 

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

 

 

PART IV

 

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

 

 

 

SIGNATURES

 

 

 

EXHIBITS

 

 

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PART I

 

ITEM 1.                                                     BUSINESS

 

General Development of Business

 

Owens-Illinois, Inc. (the “Company”), through its subsidiaries, is the successor to a business established in 1903. The Company is one of the world’s leading manufacturers of packaging products based on sales revenue and is the largest manufacturer of glass containers in the world, with leading positions in Europe, North America, Asia Pacific and South America. The Company is also a leading manufacturer of healthcare packaging including plastic prescription containers and medical devices, and plastic closure systems including tamper-evident caps and child-resistant closures, with operations in the United States, Mexico, Puerto Rico, Brazil, Hungary and Singapore.

 

Strategy and Competitive Strengths

 

The Company is pursuing a strategy aimed at leveraging its global capabilities, broadening its market base and focusing on modern management technologies and fundamentals including incentive compensation linked to cash flows and fact-based, data-driven decision making.

 

The Company’s current priorities include the following:

 

                  Achieve successful European integration

 

                  Implement global procurement initiatives

 

                  Build modest growth momentum

 

                  Improve liquidity and reduce leverage

 

                  Improve system cost and capital capabilities

 

                  Increase prices near term to offset inflationary pressures

 

The Company’s current core competitive strengths are:

 

                  Global leadership in manufacturing glass containers

 

                  Technological leadership and worldwide licensee network—glass and plastic closures

 

                  Long-standing relationships with industry-leading consumer products companies

 

                  Low-cost production of glass containers

 

                  Leading healthcare packaging businesses

 

                  New leadership team with turnaround and transformation agenda

 

                  Experienced and motivated management team and work force

 

Consistent with its vision to become the world’s leading packaging company, the Company has acquired 17 glass container businesses in 22 countries since 1990, including businesses in Europe, North America, Asia Pacific and South America. These acquisitions include the purchase of BSN Glasspack, S.A., on June 21, 2004 for a total consideration of approximately $1.3 billion (the “BSN Acquisition”). In the

 

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BSN Acquisition, the Company acquired 19 manufacturing plants in France, Germany, the Netherlands and Spain. Through these acquisitions, the Company has enhanced its global presence in order to better serve the needs of its multi-national customers. Through global leveraging, we have also achieved purchasing and cost reduction synergies.

 

The Company has 84 glass manufacturing plants in 20 countries and 22 plastics packaging facilities, 13 of which are in the United States.

 

Technology Leader

 

The Company believes it is a technological leader in the worldwide glass container and plastics packaging segments of the rigid packaging market in which it competes. During the five years ended December 31, 2005, on a continuing operations basis, the Company invested more than $1.7 billion in capital expenditures (excluding acquisitions) and more than $281 million in research, development and engineering to, among other things, improve labor and machine productivity, increase capacity in growing markets and commercialize technology into new products.

 

Worldwide Corporate Headquarters

 

The principal executive office of the Company is located at One SeaGate, Toledo, Ohio 43666; the telephone number is (419) 247-5000. The Company’s website is www.o-i.com. The Company’s annual report and SEC filings can be obtained from this site at no cost. The Company’s Corporate Governance Guidelines, Code of Business Conduct and Ethics and the charters of the Compensation, Nominating/Corporate Governance, Audit Committee are available on the Investor Relations section of the Company’s website. Copies of these documents are available in print to share owners upon request, addressed to the Corporate Secretary at the address above.

 

Financial Information about Product Segments

 

Information as to sales, earnings from continuing operations before interest income, interest expense, provision for income taxes and minority share owners’ interests in earnings of subsidiaries and excluding amounts related to certain items that management considers not representative of ongoing operations (“Segment Operating Profit”), and total assets by product segment is included in Note 20 to the Consolidated Financial Statements.

 

Narrative Description of Business

 

The Company has two product segments: (1) Glass Containers and (2) Plastics Packaging. Below is a description of these segments and information to the extent material to understanding the Company’s business taken as a whole.

 

Products and Services, Customers, Markets and Competitive Conditions, and Methods of Distribution

 

GLASS CONTAINERS PRODUCT SEGMENT

 

The Company is the largest manufacturer of glass containers in the world. The Company is the leading glass container manufacturer in 19 of the 22 countries where it competes in the glass container segment of the rigid packaging market, including the U.S., and the sole manufacturer of glass containers in 8 of these countries. On a continuing operations basis, worldwide glass container sales represented 89%, 88%, and 84%, of the Company’s consolidated net sales for the years ended December 31, 2005, 2004, and 2003, respectively.

 

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Products and Services

 

The Company produces glass containers for beer and ready-to-drink low alcohol refreshers, spirits, wine, food, tea, juice and pharmaceuticals. The Company also produces glass containers for soft drinks and other non-alcoholic beverages, principally outside the U.S. The Company manufactures these products in a wide range of sizes, shapes and colors. The Company is active in new product development and glass container innovation.

 

Customers

 

In most of the countries where the Company competes, it has the leading position in the glass container segment of the rigid packaging market based on sales revenue. The largest customers include many of the leading manufacturers and marketers of glass packaged products in the world. In the U.S., the majority of customers for glass containers are brewers, wine vintners, distillers and food producers. The Company also produces glass containers for soft drinks, principally outside the U.S. The largest U.S. glass container customers include (in alphabetical order) Anheuser-Busch, Diageo, H.J. Heinz, Molson/Coors, Novartis, Pepsico, SABMiller, and Saxco-Demptos, Inc. The largest glass container customers outside the U.S. include (in alphabetical order) Diageo, Foster’s, Heineken, InBev, Scottish & Newcastle, Lion Nathan, Molson/Coors and SABMiller. The Company is the major glass container supplier to some of these customers.

 

The Company sells most of its glass container products directly to customers under annual or multi-year supply agreements. The Company also sells some of its products through distributors. Glass containers are typically scheduled for production in order to maintain reasonable inventories in relation to customers’ forecasts of their quarterly requirements.

 

Markets and Competitive Conditions

 

The principal markets for glass container products made by the Company are in Europe, North America, Asia Pacific, and South America. The Company believes it is the low-cost producer in the glass container segment of the rigid packaging market in most of the countries in which it competes. Much of this cost advantage is due to proprietary equipment and process technology used by the Company. The Company’s machine development activities and systematic upgrading of production equipment in the 1990’s and early 2000’s have given it low-cost leadership in the glass container segment in most of the countries in which it competes, a key strength to competing successfully in the rigid packaging market.

 

The Company has the leading share of the glass container segment of the U.S. rigid packaging market based on sales revenue by domestic producers in the U.S. The principal glass container competitors in the U.S. are Saint-Gobain Containers, Inc., a wholly-owned subsidiary of Compagnie de Saint-Gobain, and Anchor Glass Container Corporation. In addition, imports from Mexico and other countries increasingly compete in U.S. glass container segments. Additionally, a few major consumer packaged goods companies also self-manufacture glass containers.

 

In supplying glass containers outside of the U.S., the Company competes directly with Compagnie de Saint-Gobain in Europe and Brazil, Ardagh plc in the U.K., Vetropak in the Czech Republic and Amcor Limited in Australia. In other locations in Europe, the Company competes indirectly with a variety of glass container firms including Compagnie de Saint-Gobain, Vetropak and Rexam plc. Except as mentioned above, the Company does not compete with any large, multi-national glass container manufacturers in South America or the Asia Pacific region.

 

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In addition to competing with other large, well-established manufacturers in the glass container segment, the Company competes with manufacturers of other forms of rigid packaging, principally aluminum cans and plastic containers, on the basis of quality, price and service. The principal competitors producing metal containers are Amcor, Crown Cork & Seal Company, Inc., Rexam plc, Ball Corporation and Silgan Holdings Inc. The principal competitors producing plastic containers are Consolidated Container Holdings, LLC, Graham Packaging Company, Plastipak Packaging, Inc. and Silgan Holdings Inc. The Company also competes with manufacturers of non-rigid packaging alternatives, including flexible pouches and aseptic cartons.

 

The Company’s unit shipments of glass containers in countries outside of the U.S. have grown substantially from levels of the early 1990’s. The Company has added to its international operations by acquiring glass container companies, many of which have leading positions in growing or established markets, increasing capacity at select foreign subsidiaries, and maintaining the global network of glass container companies that license its technology. In many developing countries, the Company’s international glass operations have benefited in the last ten years from increased consumer spending power, a trend toward the privatization of industry, a favorable climate for foreign investment, lowering of trade barriers and global expansion programs by multi-national consumer companies.

 

North America. In addition to the glass container operations in the U.S., the Company’s subsidiary in Canada is the sole manufacturer of glass containers in that country.

 

South America. The Company is the sole manufacturer of glass containers in Colombia, Ecuador and Peru. In both Brazil and Venezuela, the Company is the leading manufacturer of glass containers. In South America, there is a large infrastructure for returnable/refillable glass containers. However, with improving economic conditions in South America after the recessions of the late 1990’s, unit sales of non-returnable glass containers have grown in Venezuela, Colombia and Brazil.

 

Europe. The Company’s European glass container business, headquartered in Switzerland, has consolidated manufacturing operations in 11 countries and is the largest in Europe. The Company’s subsidiary in France is a leading producer of wine and champagne bottles and is the sole supplier of glass containers to Scottish & Newcastle, France’s leading brewer. In Italy, the Company’s wholly-owned subsidiary is the leading manufacturer of glass containers and operates 13 glass container plants. In Germany, the Company’s key customers include Scottish & Newcastle and Nestle Europe. In the Netherlands, the Company is one of the leading suppliers of glass containers to Heineken. The Company’s subsidiary in the U.K. is a leading manufacturer of glass containers for the U.K. spirits business. In Spain, the Company serves the market for olives in the Sevilla area and the market for wine bottles in the Barcelona and southern France area. In Poland, the Company is the leading glass container manufacturer and currently operates two plants. The Company’s subsidiary in the Czech Republic is the leading glass container manufacturer in that country and also ships a portion of its beer bottle production to Germany. In Hungary, the Company is the sole glass container manufacturer and serves the Hungarian food industry. In Finland and the Baltic country of Estonia, the Company is the only manufacturer of glass containers. The Company coordinates production activities between Finland and Estonia in order to efficiently serve the Finnish, Baltic and Russian markets. In recent years, Western European brewers have been establishing beer production facilities in Central Europe and the Russian Republic. Because these new beer plants use high-speed filling lines, they require high quality glass containers in order to operate properly. The Company believes it is well positioned to meet this growing demand. In October 2005 the Company entered a joint venture with the Ost Group, one of Russia’s largest spirits producers, by purchasing a minority interest in Ost Tara, which is a glass manufacturing facility near Moscow.

 

Asia Pacific. The Company has glass operations in four countries in the Asia Pacific region: Australia, New Zealand, Indonesia and China. In the Asia Pacific region, the Company is the leading manufacturer

 

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of glass containers in most of the countries in which it competes. In Australia, the Company’s subsidiary operates four glass container plants, including a plant focused on serving the needs of the growing Australian wine industry. In New Zealand, the Company is the sole glass container manufacturer. In Indonesia, the Company supplies the Indonesian market and exports glass containers for food and pharmaceutical products to Australian customers. In China, the glass container segments of the packaging market are regional and highly fragmented with a number of local competitors. The Company has three modern glass container plants in China manufacturing high-quality beer bottles to serve Foster’s as well as Anheuser-Busch, which is now producing Budweiser® in and for the Chinese market. In December 2005, the Company acquired the business and assets of Tianjin New World Glass Containers Co. Ltd., of the People’s Republic of China, for approximately $9 million USD. The acquisition will be operated as a joint venture in which the Company holds a 95 % equity interest. The business produces containers for the beer and wine industries in northeast China.

 

The Company continues to focus on serving the needs of leading multi-national consumer companies as they pursue international growth opportunities. The Company believes that it is often the glass container partner of choice for such multi-national consumer companies due to its leadership in glass technology and its status as a high quality producer in most of the markets it serves.

 

Manufacturing

 

The Company believes it is the low-cost producer in the glass container segment of the North American rigid packaging market, as well as the low-cost producer in most of the international glass segments in which it competes. Much of this cost advantage is due to the Company’s proprietary equipment and process technology. The Company believes its proprietary high volume glass forming machines, developed and refined by its engineering group, are significantly more efficient and productive than those used by competitors. The Company’s machine development activities and systematic upgrading of production equipment has given it low-cost leadership in the glass container segment in most of the countries in which it competes, a key strength to competing successfully in the rigid packaging market.

 

Since the early 1990’s, the Company has more than doubled its overall glass container labor and machine productivity in the U.S., as measured by output produced per man-hour. By applying its technology and worldwide “best practices” during this period, the Company decreased the number of production employees required per glass-forming machine line in the U.S. by over 35%, and increased the daily output of glass-forming machines by approximately 40%. The Company has achieved similar productivity improvements in its operations around the world. The Company also operates several machine and mold shops that manufacture high-productivity glass-forming machines, molds and related equipment.

 

Methods of Distribution

 

Due to the significance of transportation costs and the importance of timely delivery, glass container manufacturing facilities are generally located close to customers. In the U.S., most of the Company’s glass container products are shipped by common carrier to customers within a 250-mile radius of a given production site. In addition, the Company’s glass container operations outside the U.S. export some products to customers beyond their national boundaries, which may include transportation by rail and ocean delivery in combination with common carriers.

 

Suppliers and Raw Materials

 

The primary raw materials used in the Company’s glass container operations are sand, soda ash, limestone and recycled glass. Each of these materials, as well as the other raw materials used to

 

7



 

manufacture glass containers, has historically been available in adequate supply from multiple sources. For certain raw materials, however, there may be temporary shortages due to weather or other factors, including disruptions in supply caused by raw material transportation or production delays.

 

Energy

 

The Company’s glass container operations require a continuous supply of significant amounts of energy, principally natural gas, fuel oil, and electrical power. Adequate supplies of energy are generally available to the Company at all of its manufacturing locations. Energy costs typically account for 15-20% of the Company’s total manufacturing costs, depending on the factory location and its particular energy requirements. The percentage of total cost related to energy can vary significantly because of volatility in market prices, particularly for natural gas in particularly volatile markets such as North America. In order to limit the effects of fluctuations in market prices for natural gas and fuel oil, the Company uses commodity futures contracts related to its forecasted requirements, principally in North America and Europe. The objective of these futures contracts is to reduce the potential volatility in cash flows due to changing market prices. The Company continually evaluates the energy markets with respect to its forecasted energy requirements in order to optimize its use of commodity futures contracts. If energy costs increase substantially in the future, the Company could experience a corresponding increase in operating costs, which may not be fully recoverable through increased selling prices.

 

Glass Recycling

 

The Company is an important contributor to the recycling effort in the U.S. and abroad and continues to melt substantial recycled glass tonnage in its glass furnaces. If sufficient high-quality recycled glass were available on a consistent basis, the Company has the technology to operate using 100% recycled glass. Using recycled glass in the manufacturing process reduces energy costs and prolongs the operating life of the glass melting furnaces.

 

PLASTICS PACKAGING PRODUCT SEGMENT

 

The Company is a leading manufacturer in North America of plastic packaging including healthcare containers, prescription containers, and closures. The Company also has plastics packaging operations in South America, Europe, Singapore, and Australia. On a continuing operations basis, plastics packaging sales represented 11%, 12% and 16% of the Company’s consolidated net sales for the years ended December 31, 2005, 2004 and 2003, respectively.

 

Manufacturing and Products

 

The exact type of manufacturing process the Company uses is dependent on the plastic product type and package requirements. Injection blow-molding and injection molding are plastics manufacturing processes where plastic resin in the form of pellets or powder is melted and then injected or otherwise forced under pressure into a mold. The mold is then cooled and the product is removed from the mold.

 

The Company’s healthcare container unit manufactures injection blow molded plastic containers for pharmaceutical manufacturers and over-the-counter products. These products are sold primarily to pharmaceutical manufacturers and over-the-counter producers.

 

The prescription products unit manufactures injection-molded plastic prescription containers. These products are sold primarily to drug wholesalers and major drug chains. Containers for prescriptions include vials, ovals, closures, ointment jars, dropper bottles and automation friendly prescription containers.

 

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Injection-molding is used in the manufacture of plastic closures, deodorant canisters, ink cartridges and vials. The Company develops and produces injection-molded plastic closures and closure systems, which typically incorporate functional features such as tamper evidence and child resistance or dispensing. Other products include injection-molded containers for deodorant and toothpaste.

 

Compression-molding, an alternative to injection-molding which has advantages in high volume applications, is used in manufacturing plastic closures for carbonated soft drink and other beverage closures that require tamper evidence.

 

Customers

 

The Company’s largest customers for plastic healthcare containers include (in alphabetical order) Alcon, Bausch & Lomb, Bristol Myers Squib, Hospira, McNeil, and Pfizer. The Company’s largest customers for prescription containers include (in alphabetical order) Albertsons, Kroger, McKesson, Medco Health Solutions, Rite-Aid and Walgreen. The Company’s largest customers for plastic closures include (in alphabetical order) Coca-Cola Enterprises, Cott Beverages, Nestle USA., Pepsico and Proctor & Gamble.

 

The Company sells most plastic healthcare containers, prescription containers and closures directly to customers under annual or multi-year supply agreements. These supply agreements typically allow a pass-through of resin price increases and decreases, except for the prescription containers business. The Company also sells some of its products through distributors.

 

Markets and Competitive Conditions

 

Major markets for the Company’s plastics packaging include consumer products and healthcare products.

 

The Company competes with other manufacturers in the plastics packaging segment on the basis of quality, price, service and product design. The principal competitors producing plastics packaging are Amcor, Consolidated Container Holdings, LLC, Berry Plastics, Plastipak Packaging, Inc., and Silgan Holdings Inc. The Company emphasizes proprietary technology and products, new package development and packaging innovation. The plastic closures segment is divided into various categories in which several suppliers compete for business on the basis of quality, price, service and product design. The principal competitors producing plastic closures are Alcoa, Aptar, Berry Plastics and Rexam.

 

In addition to competing with other established manufacturers in the plastics packaging segment, the Company competes with manufacturers of other forms of rigid packaging, principally aluminum cans and glass containers, on the basis of quality, price, and service. The principal competitors producing metal containers are Crown Holdings, Inc., Rexam plc, Ball Corporation and Silgan Holdings Inc. The principal competitors producing glass containers in the U.S. are Saint-Gobain Containers, Inc., a wholly-owned subsidiary of Compagnie de Saint-Gobain, and Anchor Glass Container Corporation. The Company also competes with manufacturers of non-rigid packaging alternatives, including flexibles for food and beverages and blister packs, in serving the packaging needs of healthcare customers.

 

Methods of Distribution

 

In the U.S., most of the Company’s plastic containers, plastic closures and plastic prescription containers are shipped by common carrier. In addition, the Company’s plastics packaging operations outside the U.S. export some products to customers beyond their national boundaries, which may include transportation by rail and ocean delivery in combination with common carriers.

 

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Suppliers and Raw Materials

 

The Company manufactures plastic healthcare containers, closures and prescription containers using HDPE, polypropylene, PET and various other plastic resins. The Company also purchases large quantities of batch colorants, corrugated materials and labels. In general, these raw materials are available in adequate supply from multiple sources. However, for certain raw materials, there may be temporary shortages due to market conditions and other factors.

 

Worldwide suppliers of plastic resins used in the production of plastics packaging include Chevron Phillips, ExxonMobil, and Total Petrochemicals. Historically, prices for plastic resins have been subject to dramatic fluctuations. However, resin cost pass-through provisions are typical in the Company’s supply contracts with its plastics packaging customers.

 

With the exception of PolyOne, Ampacet and Clariant, each of which does business worldwide, most suppliers of batch colorants are regional in scope. Historically, prices for these raw materials have been subject to dramatic fluctuations. However, cost recovery for batch colorants is included in resin pass-through provisions which are typical of the Company’s supply contracts with its plastics packaging customers.

 

Domestic suppliers of corrugated materials include Georgia-Pacific, International Paper, Smurfit-Stone Container, Temple-Inland, and Weyerhauser. Historically, prices for corrugated materials have not been subject to dramatic fluctuations, except for temporary spikes or troughs from time to time.

 

Recycling

 

Recycling content legislation, which has been enacted in several states, requires that a certain specified minimum percentage of recycled plastic be included in certain new plastics packaging. The Company has met such legislated standards in part due to its material process technology. In addition, its plastics packaging manufacturing plants also recycle virtually all of the internal scrap generated in the production process.

 

ADDITIONAL INFORMATION

 

Technical Assistance License Agreements

 

The Company has agreements to license its proprietary glass container technology and provide technical assistance to 22 companies in 20 countries. In plastics packaging, the Company has such agreements with 12 companies in 9 countries. These agreements cover areas ranging from manufacturing and engineering assistance to support in functions such as marketing, sales and administration. The worldwide licensee network provides a stream of revenue to support the Company’s development activities and gives it the opportunity to participate in the rigid packaging market in countries where it does not already have a direct presence. In addition, the Company’s technical agreements enable it to apply “best practices” developed by its worldwide licensee network. In the years 2005, 2004 and 2003, the Company earned $16.9 million, $21.1 million and $17.5 million, respectively, in royalties and net technical assistance revenue on a continuing operations basis.

 

Research and Development

 

The Company believes it is a technological leader in the worldwide glass container segment of the rigid packaging market. Research, development, and engineering constitute important parts of the Company’s

 

10



 

technical activities. On a continuing operations basis, research, development, and engineering expenditures were $65.4 million, $59.0 million, and $64.6 million for 2005, 2004, and 2003, respectively. The Company’s research, development and engineering activities include new products, manufacturing process control, automatic inspection and further automation of manufacturing activities.

 

Environmental and Other Governmental Regulation

 

The Company’s worldwide operations, in common with those of the industry generally, are subject to extensive laws, ordinances, regulations and other legal requirements relating to environmental protection, including legal requirements governing investigation and clean-up of contaminated properties as well as water discharges, air emissions, waste management and workplace health and safety. Capital expenditures for property, plant and equipment for environmental control activities were not material during 2005.

 

In the U.S., Canada, Europe and elsewhere, a number of government authorities have adopted or are considering legal requirements that would mandate certain rates of recycling, the use of recycled materials, or limitations on or preferences for certain types of packaging. The Company believes that governments worldwide will continue to develop and enact legal requirements seeking to, or having the effect of, guiding customer and end-consumer packaging choices.

 

In North America, sales of beverage containers are affected by governmental regulation of packaging, including deposit return laws. As of January 1, 2006, there were 11 U.S. states with bottle deposit laws in effect, requiring consumer deposits of between 4 and 15 cents, USD, depending on the size of the container. In Canada, there are 8 provinces with consumer deposits between 5 and 20 cents Canadian, depending on the size of the container. In Europe a number of countries have some form of consumer deposit law in effect, including Austria, Belgium, Denmark, Finland, Germany, the Netherlands, Norway, Sweden and Switzerland. The structure and enforcement of such laws and regulations can impact the sales of beverage containers in a given jurisdiction. Such laws and regulations also impact the availability of post-consumer recycled glass for the Company to use in container production.

 

A number of U.S. states and Canadian provinces have recently considered or are now considering laws and regulations to encourage curbside, deposit return, and on-premise recycling. Although there is no clear trend in the direction of these state and provincial laws and regulations, the Company believes that U.S. states and Canadian provinces, as well as municipalities within those jurisdictions, will continue to adopt recycling laws which will affect supplies of post-consumer glass cullet. As a large user of post-consumer cullet for bottle to bottle production, O-I has an interest in laws and regulations impacting supplies of such material in its markets.

 

The European Union Emissions Trading Scheme (“EUETS”) commenced January 1, 2005. The EU has committed to Kyoto Protocol emissions reduction targets and the EUETS is intended to facilitate such reduction. The Company’s manufacturing installations which operate in EU countries will need to restrict the volume of their CO2 emissions to the level of their individually allocated Emissions Allowances as set by country regulators. If the actual level of emissions for any installation exceeds its allocated allowance, additional allowances can be bought on the market to cover deficits, while if the actual level of emissions for such installation is less than its allocation, the excess allowances can be sold on the same market. The Company is now engaged in independent verification of its 2005 year end position, comparing actual emissions against allowances, and has until the end of April 2006 to balance its position. The Company will comply with this scheme while continuing to monitor its operations in relation to environmental impacts and considering investments in environmentally friendly and emissions reduction projects. No material effect is anticipated as a result of the EUETS.

 

11



 

The Company is unable to predict what environmental legal requirements may be adopted in the future. The Company has made significant expenditures for environmental improvements at certain of its factories over the last several years; however, these expenditures did not have a material adverse affect on the Company’s results of operations. The compliance costs associated with environmental legal requirements may continue to result in future additional costs to operations.

 

Intellectual Property Rights

 

The Company has a large number of patents which relate to a wide variety of products and processes, has a substantial number of patent applications pending, and is licensed under several patents of others. While in the aggregate the Company’s patents are of material importance to its businesses, the Company does not consider that any patent or group of patents relating to a particular product or process is of material importance when judged from the standpoint of any segment or its businesses as a whole.

 

The Company has a number of intellectual property rights, comprised of both patented and proprietary technology, that make the Company’s glass forming machines more efficient and productive than those used by our competitors. In addition, the efficiency of the Company’s glass forming machines is enhanced by the Company’s overall approach to cost efficient manufacturing technology, which extends from batch house to warehouse. This technology is proprietary to the Company through a combination of issued patents, pending applications, copyrights, trade secret and proprietary know-how.

 

Upstream of the glass forming machines, there is technology to deliver molten glass to the forming machine at high rates of flow and fully conditioned to be homogeneous in consistency, viscosity and temperature for efficient forming into glass containers. The Company has proprietary know-how in (a) the batch house, where raw materials are stored, measured and mixed, (b) the furnace control system and furnace combustion, and (c) the forehearth and feeding system to deliver such homogeneous glass to the forming machines.

 

In the Company’s glass container manufacturing processes, computer control and electro-mechanical mechanisms are commonly used for a wide variety of applications in the forming machines and auxiliary processes. Various patents held by the Company are directed to the electro-mechanical mechanisms and related technologies used to control sections of the machines. Additional U.S. patents held by the Company and various pending applications are directed to the technology used by the Company for the systems that control the operation of the forming machines and many of the component mechanisms that are embodied in the machine systems.

 

Downstream of the glass forming machines, there is patented and unpatented technology for ware handling, annealing, coating and inspection, which further enhance the overall efficiency of the manufacturing process.

 

While the above patents and intellectual property rights are representative of the technology used in the Company’s glass manufacturing operations, there are numerous other pending patent applications, trade secrets and other proprietary know-how and technology, as supplemented by administrative and operational best practices, which contribute to the Company’s competitive advantage. As noted above, however, the Company does not consider that any patent or group of patents relating to a particular product or process is of material importance when judged from the standpoint of any segment or its businesses as a whole.

 

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Seasonality

 

Sales of particular glass container and plastics packaging products such as beer, food and beverage containers and closures for beverages are seasonal. Shipments in the U.S. and Europe are typically greater in the second and third quarters of the year, while shipments in South America and the Asia Pacific region are typically greater in the first and fourth quarters of the year.

 

Employees

 

The Company’s worldwide operations employed approximately 28,200 persons as of December 31, 2005. Approximately 66% of North American employees are hourly workers covered by collective bargaining agreements. The principal collective bargaining agreement, which at December 31, 2005, covered approximately 72% of the Company’s union-affiliated employees in North America. will expire on March 31, 2008. In addition, a large number of the Company’s employees are employed in countries in which employment laws provide greater bargaining or other rights to employees than the laws of the U.S. Such employment rights require the Company to work collaboratively with the legal representatives of the employees to effect any changes to labor arrangements. The Company considers its employee relations to be good and does not anticipate any material work stoppages in the near term.

 

Executive Officers of the Registrant

 

Name and Age

 

Position

 

 

 

Steven R. McCracken (52)

 

Chairman and Chief Executive Officer since April 2004. He previously served as President of Invista, the global fibers and related intermediates business subsidiary of E. I. DuPont de Nemours and Company (“DuPont”) 2003-2004, Vice President of DuPont Group 2000-2003; Vice President and General Manager of DuPont Lycra ® 1997-2000.

 

 

 

Edward C. White (58)

 

Chief Financial Officer since 2005; Senior Vice President and Director of Sales and Marketing for O-I Europe 2004-2005; Senior Vice President since 2003; Senior Vice President of Finance and Administration 2003-2004; Controller 1999-2004; Vice President 2002-2003; Vice President and Director of Finance, Planning, and Administration - International Operations 1997-1999.

 

 

 

John Bachey (57)

 

Vice President since 1997; Vice President of Glass Container Sales and Marketing since 2000; General Manager, European and Latin American Plastics Operations 1999-2000; General Manager, Europe and Latin America, Continental PET Technologies 1998-1999.

 

 

 

James W. Baehren (55)

 

Chief Administrative Officer since 2004; Senior Vice President and General Counsel since 2003;

 

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Corporate Secretary since 1998; Vice President and Director of Finance 2001-2003; Associate General Counsel 1996-2001.

 

 

 

Joseph V. Conda (64)

 

President of Healthcare Packaging since 2004; Vice President since 1998; Vice President and General Manager of Prescription Products 2000-2004; Vice President of Glass Container Sales and Marketing 1997-2000.

 

 

 

L. Richard Crawford (45)

 

President, Latin America Glass since 2005; Vice President, Director of Operations and Technology for O-I Europe 2004-2005; Vice President of Global Glass Technology 2002-2004; Vice President, Manufacturing Manager of Domestic Glass Container 2000-2002; Vice President of Domestic Glass Container and Area Manufacturing Manager, West Coast 1997-2000.

 

 

 

Jeffrey A. Denker (58)

 

Vice President since 2005; Treasurer since 1998; Assistant Treasurer 1988-1998; Director of International Finance 1987-1998.

 

 

 

Gerard D. Doyle (51)

 

Vice President and Chief Information Officer since 2004; CIO, ACI Packaging, O-I subsidiary in Australia 1996-2004.

 

 

 

Robert E. Lachmiller (52)

 

Vice President since 2003; Vice President, Global Operations and Technology since 2004; Vice President and Manufacturing Manager of Glass Container North America 2002-2004; Area Manufacturing Manager of Glass Container North America 1997-2002.

 

 

 

Matthew G. Longthorne (39)

 

President, North America Glass since 2005; Vice President and Corporate Controller 2004-2005; Glass Containers Vice President 2000-2004; Director of Finance and Administration, Glass Container North America 1999-2004.

 

 

 

Stephen P. Malia (51)

 

Senior Vice President, Chief Human Resources Officer since 2004; Senior Vice President, Human Resources, IMC Global Inc. 2000-2004.

 

 

 

Michael D. McDaniel (57)

 

Vice President since 1992; Vice President, President of Closure and Specialty Products since 2001; Vice President and General Manager of Continental PET Technologies 1998-2001; Vice President and General Manager of Closure and Specialty Products 1991-1998.

 

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Philip McWeeny (66)

 

Vice President and General Counsel- Corporate and Assistant Secretary since 1988.

 

 

 

Gilberto Restrepo (65)

 

Senior Vice President since 2003; President of O-I Europe since 2004; General Manager of Latin American Glass Container Operations 2000-2004; Vice President of International Operations and General Manager, Western Region – Latin America 1997-2000; President of Cristaleria Peldar, S.A. since 1982.

 

 

 

Gregory W.J. Ridder (46)

 

President, OI Asia Pacific since 2006; Chief Financial Officer, OI Asia Pacific 1999-2005; Group Business Development Manager 1995-1999.

 

 

 

Raymond C. Schlaff (50)

 

Vice President, Chief Procurement Officer since 2004; Vice President, Global Supply Chain, Tyco Plastics and Adhesives business of Tyco International Ltd. 2003-2004; Group Vice President, Managing Director, Nalco Europe, a division of Ondeo Nalco Company 2002- 2003; Vice President, Global Supply Chain, Ondeo Nalco Company 2001-2002; Vice President, Global Procurement, Ondeo Nalco Company 2000- 2001.

 

Financial Information about Foreign and Domestic Operations

 

Information as to net sales, Segment Operating Profit, and assets of the Company’s product and geographic segments is included in Note 20 to the Consolidated Financial Statements.

 

ITEM 1A.                                            RISK FACTORS

 

Asbestos-Related Contingent Liability – The Company has made, and will continue to make, substantial payments to satisfy claims of persons alleging exposure to asbestos-containing products and may need to record additional charges in the future for estimated asbestos-related costs. These substantial payments have affected and may continue to affect the Company’s cost of borrowing and the ability to pursue acquisitions.

 

The Company is one of a number of defendants in a substantial number of lawsuits filed in numerous state and federal courts by persons alleging bodily injury (including death) as a result of exposure to dust from asbestos fibers. From 1948 to 1958, one of the Company’s former business units commercially produced and sold approximately $40 million of a high-temperature, calcium-silicate based pipe and block insulation material containing asbestos. The Company exited the pipe and block insulation business in April 1958. The traditional asbestos personal injury lawsuits and claims relating to such production and sale of asbestos material typically allege various theories of liability, including negligence, gross negligence and strict liability and seek compensatory and in some cases, punitive damages in various amounts (herein referred to as “asbestos claims”).

 

15



 

The Company believes that its ultimate asbestos-related liability (i.e., its indemnity payments or other claim disposition costs plus related legal fees) cannot be estimated with certainty. Beginning with the initial liability of $975 million established in 1993, the Company has accrued a total of approximately $2.99 billion through 2005, before insurance recoveries, for its asbestos-related liability. The Company’s ability to reasonably estimate its liability has been significantly affected by the volatility of asbestos-related litigation in the United States, the expanding list of non-traditional defendants that have been sued in this, the large number of claims asserted or filed by parties who claim prior exposure to asbestos materials but have no present physical impairment as a result of such exposure, and the growing number of co-defendants that have filed for bankruptcy.

 

The Company conducted a comprehensive review of its asbestos-related liabilities and costs in connection with finalizing and reporting its results of operations for the year ended December 31, 2005 and concluded that an increase in its reserve for future asbestos-related costs in the amount of $135.0 million was required.

 

The ultimate amount of distributions which may be required to be made by the Company to fund the Company’s asbestos-related payments cannot be estimated with certainty. The Company’s reported results of operations for 2005 were materially affected by the $135.0 million fourth quarter charge and asbestos-related payments continue to be substantial. Any future additional charge may likewise materially affect the Company’s results of operations for the period in which it is recorded. Also, the continued use of significant amounts of cash for asbestos-related costs has affected and may continue to affect the Company’s cost of borrowing and its ability to pursue global or domestic acquisitions.

 

Substantial Leverage – The Company’s substantial indebtedness could adversely affect the Company’s financial health.

 

The Company has a significant amount of debt. As of December 31, 2005, the Company had $5.3 billion of total debt outstanding. The Company’s substantial indebtedness could result in the following consequences:

 

                  Increase vulnerability to general adverse economic and industry conditions;

                  Increase vulnerability to interest rate increases for the portion of the unhedged and fixed rate borrowing swapped into variable rates;

                  Require the Company to dedicate a substantial portion of cash flow from operations to payments on indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions, development efforts and other general corporate purposes;

                  Limit flexibility in planning for, or reacting to the Company’s competitors that have less debt; and

                  Limit, along with the financial and other restrictive covenants in the documents governing our indebtedness, among other things, the ability to borrow additional funds.

 

Ability to Service Debt—To service its indebtedness, the Company will require a significant amount of cash. The Company’s ability to generate cash depends on many factors beyond its control.

 

The Company’s ability to make payments on and to refinance its indebtedness and to fund working capital, capital expenditures, acquisitions, development efforts and other general corporate purposes depends on its ability to generate cash in the future. The Company has no assurance that it will generate sufficient cash flow from operations, or that future borrowings will be available under the secured credit agreement, in an amount sufficient to enable the Company to pay its indebtedness, or to fund other liquidity needs. If short term interest rates increase, the Company’s debt service cost will increase because some of its debt is subject to short term variable interest rates. At December 31, 2005, the Company’s

 

16



 

debt subject to variable interest rates, including fixed rate debt swapped to variable rate, represented approximately 45% of total debt.

 

The Company may need to refinance all or a portion of its indebtedness on or before maturity. If the Company is unable to generate sufficient cash flow and is unable to refinance or extend outstanding borrowings on commercially reasonable terms or at all, it may have to take one or more of the following actions:

 

                  reduce or delay capital expenditures planned for replacements, improvements and expansions;

                  sell assets;

                  restructure debt; and/or

                  obtain additional debt or equity financing.

 

The Company can provide no assurance that it could effect or implement any of these alternatives on satisfactory terms, if at all.

 

Debt Restrictions—The Company may not be able to finance future needs or adapt its business plans to changes because of restrictions contained in the secured credit agreement and the indentures and instruments governing other indebtedness.

 

 The secured credit agreement, the indentures governing secured and unsecured notes and debentures, and certain of the agreements governing other indebtedness contain affirmative and negative covenants that limit the ability of the Company to take certain actions. For example, some of these indentures restrict, among other things, the ability of the issuer and its restricted subsidiaries to borrow money, pay dividends on, or redeem or repurchase its stock, make investments, create liens, enter into certain transactions with affiliates and sell certain assets or merge with or into other companies. These restrictions could adversely affect the Company’s ability to operate its businesses and may limit its ability to take advantage of potential business opportunities as they arise.

 

Failure to comply with these or other covenants and restrictions contained in the secured credit agreement, the indentures or agreements governing other indebtedness could result in a default under those agreements, and the debt under those agreements, together with accrued interest, could then be declared immediately due and payable. If a default occurs under the secured credit agreement, the lenders could cause all of the outstanding debt obligations under such secured credit agreement to become due and payable, which would result in a default under a number of other outstanding debt securities and could lead to an acceleration of obligations related to these debt securities. A default under the secured credit agreement, indentures or agreements governing other indebtedness could also lead to an acceleration of debt under other debt instruments that contain cross acceleration or cross-default provisions.

 

International Operations – The Company is subject to risks associated with operating in foreign countries.

 

The Company operates manufacturing and other facilities throughout the world. Net sales from international operations totaled approximately $4.7 billion, representing approximately 67% of the Company’s net sales for the year ended December 31, 2005. As a result of its international operations, the Company is subject to risks associated with operating in foreign countries, including:

 

                  Political, social and economic instability;

                  War, civil disturbance or acts of terrorism;

                  Taking of property by nationalization or expropriation without fair compensation;

                  Changes in government policies and regulations;

 

17



 

                  Devaluations and fluctuations in currency exchange rates;

                  Imposition of limitations on conversions of foreign currencies into dollars or remittance of dividends and other payments by foreign subsidiaries;

                  Imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries;

                  Hyperinflation in certain foreign countries; and

                  Impositions or increase of investment and other restrictions or requirements by foreign governments.

 

The risks associated with operating in foreign countries may have a material adverse effect on operations.

 

Competition – The Company faces intense competition from other glass container producers, as well as from makers of alternative forms of packaging. Competitive pressures could adversely affect the Company’s financial health.

 

The Company is subject to significant competition from other glass container producers, as well as from makers of alternative forms of packaging, such as aluminum cans and plastic containers. The Company competes with each rigid packaging competitor on the basis of price, quality, service and the marketing attributes of the container and the closure. Advantages or disadvantages in any of these competitive factors may be sufficient to cause the customer to consider changing suppliers and/or using an alternative form of packaging.

 

In addition to competing with other large, well-established manufacturers in the glass container segment, the Company competes with manufacturers of other forms of rigid packaging, principally aluminum cans and plastic containers, on the basis of quality, price and service. The Company also competes with manufacturers of non-rigid packaging alternatives, including flexible pouches and aseptic cartons, in serving the packaging needs of juice customers.

 

Pressures from competitors and producers of alternative forms of packaging have resulted in excess capacity in certain countries in the past and have led to significant pricing pressures in the rigid packaging market.

 

High Energy Costs – Higher energy costs worldwide and interrupted power supplies may have a material adverse effect on operations.

 

Electrical power and natural gas are vital to the Company’s operations as it relies on a continuous power supply to conduct its business. In 2004 and 2005, higher energy costs worldwide negatively impacted the Company’s glass container segment operating profit by $22.8 million and $75.7 million, respectively. If energy costs substantially increase in the future, the Company could experience a significant increase in operating costs, which may have a material adverse effect on operations.

 

Integration Risks – The Company may not be able to effectively integrate BSN or additional businesses it acquires in the future.

 

In addition to the BSN Acquisition, the Company is considering strategic transactions, including acquisitions that will complement, strengthen and enhance growth in its worldwide glass and plastics packaging operations. The Company is evaluating a number of these transactions on a preliminary basis but it is not certain that any of these transactions will advance beyond the preliminary stages or be completed. The BSN Acquisition and strategic transactions, including any future acquisitions, are subject to various risks and uncertainties, including:

 

18



 

                  The inability to integrate effectively the operations, products, technologies and personnel of the acquired companies (some of which are located in diverse geographic regions) and achieve expected synergies;

                  The potential disruption of existing business and diversion of management’s attention from day-to-day operations;

                  The inability to maintain uniform standards, controls, procedures and policies;

                  The need or obligation to divest portions of the acquired companies; and

                  The potential impairment of relationships with customers.

 

In addition, the Company cannot make assurances that the integration and consolidation of newly acquired businesses, including BSN, will achieve any anticipated cost savings and operating synergies.

 

Customer Consolidation – The continuing consolidation of the Company’s customer base may intensify pricing pressures and have a material adverse effect on operations.

 

Since the early 1990s, many of the Company’s largest customers have acquired companies with similar or complementary product lines. This consolidation has increased the concentration of the Company’s business with its largest customers. In many cases, such consolidation has been accompanied by pressure from customers for lower prices, reflecting the increase in the total volume of products purchased or the elimination of a price differential between the acquiring customer and the company acquired. Increased pricing pressures from the Company’s customers may have a material adverse effect on operations.

 

Seasonality and Raw Materials – Profitability could be affected by varied seasonal demands and the availability of raw materials.

 

Due principally to the seasonal nature of the brewing, iced tea and other beverage industries, in which demand is stronger during the summer months, sales of the Company’s products have varied and are expected to vary by quarter. Shipments in the U.S. and Europe are typically greater in the second and third quarters of the year, while shipments in South America and the Asia Pacific region are typically greater in the first and fourth quarters of the year. Unseasonably cool weather during peak demand periods can reduce demand for certain beverages packaged in the Company’s containers.

 

The raw materials that the Company uses have historically been available in adequate supply from multiple sources. For certain raw materials, however, there may be temporary shortages due to weather or other factors, including disruptions in supply caused by raw material transportation or production delays. These shortages, as well as material increases in the cost of any of the principal raw materials that the Company uses, may have a material adverse effect on operations.

 

Environmental Risks – The Company is subject to various environmental legal requirements and may be subject to new legal requirements in the future. These requirements may have a material adverse effect on operations.

 

The Company’s operations and properties, both in the U.S. and abroad, are subject to extensive laws, ordinances, regulations and other legal requirements relating to environmental protection, including legal requirements governing investigation and clean-up of contaminated properties as well as water discharges, air emissions, waste management and workplace health and safety. Such legal requirements frequently change and vary among jurisdictions. The Company’s operations and properties, both in the U.S. and abroad, must comply with these legal requirements. These requirements may have a material adverse effect on operations.

 

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The Company has incurred, and expects to incur, costs for its operations to comply with environmental legal requirements, and these costs could increase in the future. Many environmental legal requirements provide for substantial fines, orders (including orders to cease operations), and criminal sanctions for violations. These legal requirements may apply to conditions at properties that the Company presently or formerly owned or operated, as well as at other properties for which the Company may be responsible, including those at which wastes attributable to the Company were disposed. A significant order or judgment against the Company, the loss of a significant permit or license or the imposition of a significant fine may have a material adverse effect on operations.

 

A number of governmental authorities both in the U.S. and abroad have enacted, or are considering, legal requirements that would mandate certain rates of recycling, the use of recycled materials and/or limitations on certain kinds of packaging materials such as plastics. In addition, some companies with packaging needs have responded to such developments and/or perceived environmental concerns of consumers by using containers made in whole or in part of recycled materials. Such developments may reduce the demand for some of the Company’s products and/or increase the Company’s costs, which may have a material adverse effect on operations.

 

Labor Relations – Some of the Company’s employees are unionized or represented by workers’ councils.

 

The Company is party to a number of collective bargaining agreements with labor unions which at December 31, 2005, covered approximately 66% of the Company’s employees in North America. The agreement covering substantially all of the Company’s union-affiliated employees in its U.S. glass container operations expires in 2008. Upon the expiration of any collective bargaining agreement, if the Company is unable to negotiate acceptable contracts with labor unions, it could result in strikes by the affected workers and increased operating costs as a result of higher wages or benefits paid to union members. In addition, a large number of the Company’s employees are employed in countries in which employment laws provide greater bargaining or other rights to employees than the laws of the U.S. Such employment rights require us to work collaboratively with the legal representatives of the employees to effect any changes to labor arrangements. For example, most of the Company’s employees in Europe are represented by workers’ councils that must approve any changes in conditions of employment, including salaries and benefits and staff changes, and may impede efforts to restructure the Company’s workforce. Although the Company believes that it has a good working relationship with its employees, if the Company’s employees were to engage in a strike or other work stoppage, the Company could experience a significant disruption of operations and/or higher ongoing labor costs, which may have a material adverse effect on operations.

 

Accounting – The Company’s financial results are based upon estimates and assumptions that may differ from actual results.

 

In preparing the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles, several estimates and assumptions are made that affect the accounting for and recognition of assets, liabilities, revenues and expenses. These estimates and assumptions must be made because certain information that is used in the preparation of the Company’s financial statements is dependent on future events, cannot be calculated with a high degree of precision from data available or is not capable of being readily calculated based on generally accepted methodologies. In some cases, these estimates are particularly difficult to determine and the Company must exercise significant judgment. The Company believes that accounting for pension benefit plans, contingencies and litigation, goodwill, and deferred tax assets involves the more significant judgments and estimates used in the preparation of its consolidated financial statements. Actual results for all estimates could differ materially from the

 

20



 

estimates and assumptions that the Company uses, which could have a material adverse effect on the Company’s financial condition and results of operations.

 

Accounting Standards – The adoption of new accounting standards or interpretations could adversely impact the Company’s financial results.

 

The Company’s implementation of and compliance with changes in accounting rules and interpretations could adversely affect its operating results or cause unanticipated fluctuations in its results in future periods. The accounting rules and regulations that the Company must comply with are complex and continually changing. Recent actions and public comments from the SEC have focused on the integrity of financial reporting generally. The Financial Accounting Standards Board, or FASB, has recently introduced several new or proposed accounting standards, or is developing new proposed standards, which would represent a significant change from current industry practices. For example, in December 2004, the FASB issued Statement No. 123 (revised 2004), “Share-Based Payment,” which requires publicly traded companies to expense stock options, among other equity instruments, in the reporting period beginning January 1, 2006. FAS No. 123R requires each such company to recognize the grant-date fair-value of stock options and other equity-based compensation issued to employees in the company’s income statement over the vesting period of the award rather than as a disclosure in the footnotes to the financial statements. FAS No. 123R will reduce the Company’s reported financial results and could decrease the Company’s stock price. In addition, many companies’ accounting policies are being subject to heightened scrutiny by regulators and the public. While the Company believes that its financial statements have been prepared in accordance with U.S. generally accepted accounting principles, the Company cannot predict the impact of future changes to accounting principles or its accounting policies on its financial statements going forward.

 

Funded Status of Pension Plans – Recognition of a minimum pension liability may cause a significant reduction in net worth.

 

Statement of Financial Accounting Standards No. 87, “Accounting for Pensions,” requires balance sheet recognition of a minimum liability if the fair value of plan assets is less than the accumulated benefit obligation (“ABO”) at the end of the year. The fair values of the Company’s U.S. pension plan assets exceeded the ABO at December 31, 2005; therefore, no recognition of a minimum liability was required with respect to these plans. If the ABO of any of the Company’s principal pension plans in the U.S., the Netherlands and Australia exceeds the fair value of its assets at the next measurement date, the Company will be required to write off the related prepaid pension asset and record a liability equal to the excess of the ABO over the fair value of the assets of such plan. The non-cash charge would result in a decrease in the Accumulated Other Comprehensive Income component of share owners’ equity that would significantly reduce net worth. Even if the fair values of the U.S. plans’ assets are less than ABO at December 31, 2006, the Company believes it will not be required to make cash contributions to the U.S. plans for at least several years. The covenants under the Company’s Third Amended and Restated Secured Credit Agreement would not be affected by a reduction in the Company’s net worth if a significant non-cash charge was taken to write off the prepaid pension assets.

 

Deferred Tax Assets – Recognition of minimum pension liabilities may require a deferred tax valuation allowance.

 

In the U.S., the Company has recorded significant deferred tax assets, the largest of which relate to net operating losses, capital losses, tax credits and the accrued liability for asbestos-related costs that are not deductible until paid. The deferred tax assets are partially offset by deferred tax liabilities, the most significant of which relate to the prepaid pension asset and accelerated depreciation. The Company has recorded a valuation allowance for the portion of U.S. deferred tax assets not offset by deferred tax liabilities. Should the Company be required to write off the prepaid pension assets related to the U.S.

 

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pension plans, the related deferred tax liability would also be written off, leaving deferred tax assets amounting to approximately $262 million without a valuation allowance. It is currently likely that an additional valuation allowance would be required in that case since it is currently more likely than not that the deferred tax asset would not be realized.

 

Goodwill – A significant write down of goodwill would have a material adverse effect on the Company’s reported results of operations and net worth.

 

As required by FAS No. 142, “Goodwill and Other Intangibles,” the Company evaluates goodwill annually (or more frequently if impairment indicators arise) for impairment using the required business valuation methods. These methods include the use of a weighted average cost of capital to calculate the present value of the expected future cash flows of the Company’s reporting units. Future changes in the cost of capital, expected cash flows, or other factors may cause the Company’s goodwill to be impaired, resulting in a non-cash charge against results of operations to write down goodwill for the amount of the impairment. If a significant write down is required, the charge would have a material adverse effect on the Company’s reported results of operations and net worth.

 

ITEM 1B.                                            UNRESOLVED STAFF COMMENTS

 

None.

 

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ITEM 2 .                                                  PROPERTIES

 

The principal manufacturing facilities and other material important physical properties of the continuing operations of the Company at December 31, 2005 are listed below and grouped by product segment. All properties shown are owned in fee except where otherwise noted.

 

Glass Containers

 

 

North American Operations

 

 

United States

 

 

Glass Container Plants

 

 

Atlanta, GA

 

Oakland, CA

Auburn, NY

 

Portland, OR

Brockway, PA

 

Streator, IL

Charlotte, MI

 

Toano, VA

Clarion, PA

 

Tracy, CA

Crenshaw, PA

 

Waco, TX

Danville, VA

 

Windsor, CO

Lapel, IN

 

Winston-Salem, NC

Los Angeles, CA

 

Zanesville, OH

Muskogee, OK

 

 

 

 

 

Machine Shops

 

 

Brockway, PA

 

Godfrey, IL

 

 

 

Canada

 

 

Glass Container Plants

 

 

Brampton, Ontario

 

Scoudouc, New Brunswick

Lavington, British Columbia

 

Toronto, Ontario

Montreal, Quebec

 

 

 

 

 

Asia Pacific Operations

 

 

Australia

 

 

Glass Container Plants

 

 

Adelaide

 

Melbourne

Brisbane

 

Sydney

 

 

 

Mold Shop

 

 

Melbourne

 

 

 

 

 

China

 

 

Glass Container Plants

 

 

Guangzhou

 

Tianjin

Shanghai

 

Wuhan

 

 

 

Mold Shop

 

 

Tianjin

 

 

 

 

 

Indonesia

 

 

Glass Container Plant

 

 

Jakarta

 

 

 

23



 

New Zealand

 

 

Glass Container Plant

 

 

Auckland

 

 

 

 

 

European Operations

 

 

Czech Republic

 

 

Glass Container Plants

 

 

Sokolov

 

Teplice

 

 

 

Estonia

 

 

Glass Container Plant

 

 

Jarvakandi

 

 

 

 

 

Finland

 

 

Glass Container Plant

 

 

Karhula

 

 

 

 

 

France

 

 

Glass Container Plants

 

 

Beziers

 

Vayres

Gironcourt

 

Veauche

Labegude

 

VMC Reims

Puy-Guillaume

 

Wingles

Reims BSN

 

 

 

 

 

Germany

 

 

Glass Container Plants

 

 

Achern

 

Holzminden

Bernsdorf

 

Stoevesandt

 

 

 

Hungary

 

 

Glass Container Plant

 

 

Oroshaza

 

 

 

 

 

Italy

 

 

Glass Container Plants

 

 

Asti

 

Pordenone

Bari (2 plants)

 

Terni

Bologna

 

Trento (2 plants)

Latina

 

Treviso

Trapani

 

Varese

Napoli

 

 

 

 

 

Mold Shop

 

 

Napoli

 

 

 

 

 

Glass Recycling Plant

 

 

Alessandria

 

 

 

24



 

Netherlands

 

 

Glass Container Plants

 

 

Leerdam

 

Schiedam

Maastricht

 

 

 

 

 

Poland

 

 

Glass Container Plants

 

 

Antoninek

 

Jaroslaw

 

 

 

Spain

 

 

Glass Container Plants

 

 

Alcala

 

Barcelona

 

 

 

United Kingdom

 

 

Glass Container Plants

 

 

Alloa

 

Harlow

 

 

 

Sand Plant

 

 

Devilla

 

 

 

 

 

Machine Shop

 

 

Birmingham

 

 

 

 

 

South American Operations

 

 

Brazil

 

 

Glass Container Plants

 

 

Rio de Janeiro

 

Sao Paulo

(glass container and tableware)

 

 

 

 

 

Mold Shop

 

 

Manaus

 

 

 

 

 

Silica Sand Plant

 

 

Descalvado

 

 

 

 

 

Colombia

 

 

Glass Container Plants

 

 

Envigado

 

Zipaquira (glass container and flat glass)

Soacha

 

 

 

 

 

Tableware Plant

 

 

Buga

 

 

 

 

 

Machine Shop

 

 

Cali

 

 

 

 

 

Silica Sand Plant

 

 

Zipaquira

 

 

 

25



 

Ecuador

 

 

Glass Container Plant

 

 

Guayaquil

 

 

 

 

 

Peru

 

 

Glass Container Plant

 

 

Callao

 

 

 

 

 

Venezuela

 

 

Glass Container Plants

 

 

Valencia

 

Valera

 

 

 

Plastics Packaging

 

 

North American Operations

 

 

United States

 

 

Berlin, OH (1)

 

Hamlet, NC

Bowling Green, OH

 

Hattiesburg, MS

Brookville, PA

 

Nashua, NH

Constantine, MI

 

Rocky Mount, NC

Erie, PA

 

Rossville, GA (2)

Franklin, IN

 

Washington, NJ (2)

Greenville, SC

 

 

 

 

 

Puerto Rico

 

 

Las Piedras

 

 

 

 

 

Asia Pacific Operations

 

 

Australia

 

 

Brisbane

 

Perth

Melbourne

 

 

 

 

 

Singapore

 

 

Singapore (2)

 

 

 

 

 

European Operations

 

 

Hungary

 

 

Gyor (2)

 

 

 

 

 

South American Operations

 

 

Brazil

 

 

Sao Paulo

 

 

 

 

 

Corporate Facilities

 

 

World Headquarters Building

 

 

Toledo, OH (2)

 

 

 

 

 

Levis Development Park

 

 

Perrysburg, OH

 

 

 

26



 


(1)          This facility is financed in whole or in part under tax-exempt financing agreements.

(2)          This facility is leased in whole or in part.

 

The Company believes that its facilities are well maintained and currently adequate for its planned production requirements over the next three to five years.

 

ITEM 3.                                                     LEGAL PROCEEDINGS

 

For further information on legal proceedings, see Note 19 to the Consolidated Financial Statements and the section entitled “Environmental and Other Governmental Regulation” in Item 1.

 

ITEM 4.                                                     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matter was submitted to a vote of security holders during the last quarter of the fiscal year ended December 31, 2005.

 

PART II

 

ITEM 5.                                                     MARKET FOR REGISTRANT’S COMMON STOCK AND RELATED SHARE OWNER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

The price range for the Company’s common stock on the New York Stock Exchange, as reported by National Association of Securities Dealers, was as follows:

 

 

 

2005

 

2004

 

 

 

High

 

Low

 

High

 

Low

 

 

 

 

 

 

 

 

 

 

 

First Quarter

 

$

26.68

 

$

20.25

 

$

14.13

 

$

10.80

 

Second Quarter

 

27.19

 

22.62

 

17.40

 

13.26

 

Third Quarter

 

27.50

 

20.05

 

17.10

 

13.92

 

Fourth Quarter

 

22.35

 

17.56

 

23.89

 

15.41

 

 

The number of share owners of record on January 31, 2006 was 1,320. Approximately 94% of the outstanding shares were registered in the name of Depository Trust Company, or CEDE, which held such shares on behalf of a number of brokerage firms, banks, and other financial institutions. The shares attributed to these financial institutions, in turn, represented the interests of more than 25,000 unidentified beneficial owners. No dividends have been declared or paid since the Company’s initial public offering in December 1991 and the Company does not anticipate paying any dividends in the near future. For restrictions on payment of dividends on common stock, see Management’s Discussion and Analysis of Financial Condition and Results of Operations – Capital Resources and Liquidity – Current and Long Term Debt and Note 6 to the Consolidated Financial Statements.

 

27


 


 

ITEM 6.     SELECTED FINANCIAL DATA

 

The selected consolidated financial data presented below relates to each of the five years in the period ended December 31, 2005. The financial data for each of the five years in the period ended December 31, 2005 was derived from the audited consolidated financial statements of the Company. For more information, see the “Consolidated Financial Statements” included elsewhere in this document.

 

 

 

Years ended December 31,

 

Consolidated operating results (a):

 

2005

 

2004

 

2003

 

2002

 

2001

 

 

 

(Dollar amounts in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

7,079.0

 

$

6,128.4

 

$

4,975.6

 

$

4,621.2

 

$

4,343.7

 

Other revenue (b)

 

110.7

 

135.0

 

90.2

 

110.0

 

599.2

 

 

 

7,189.7

 

6,263.4

 

5,065.8

 

4,731.2

 

4,942.9

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Manufacturing, shipping and delivery (c)

 

5,719.5

 

4,918.4

 

3,967.9

 

3,572.9

 

3,359.3

 

Research, engineering, selling, administrative and other (d)

 

1,222.1

 

659.8

 

1,106.1

 

848.6

 

572.4

 

Earnings (loss) before interest expense and items below

 

248.1

 

685.2

 

(8.2

)

309.7

 

1,011.2

 

Interest expense (e)

 

466.7

 

474.9

 

429.8

 

372.2

 

360.3

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations before items below

 

(218.6

)

210.3

 

(438.0

)

(62.5

)

650.9

 

Provision (credit) for income taxes (f)

 

367.1

 

5.9

 

(133.7

)

(49.8

)

266.4

 

Minority share owners’ interests in earnings of subsidiaries

 

35.9

 

32.9

 

25.8

 

25.5

 

19.5

 

Earnings (loss) from continuing operations before cumulative effect of accounting change

 

(621.6

)

171.5

 

(330.1

)

(38.2

)

365.0

 

Net earnings (loss) of discontinued operations (g)

 

63.0

 

64.0

 

(660.7

)

38.0

 

(8.4

)

Cumulative effect of accounting change (h)

 

 

 

 

 

 

 

(460.0

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

(558.6

)

$

235.5

 

$

(990.8

)

$

(460.2

)

$

356.6

 

 

28



 

 

 

Years ended December 31,

 

 

 

2005

 

2004

 

2003

 

2002

 

2001

 

 

 

(Dollar amounts in millions, except per share data)

 

Basic earnings (loss) per share of common stock:

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations before cumulative effect of accounting change

 

$

(4.26

)

$

1.01

 

$

(2.39

)

$

(0.41

)

$

2.36

 

Net earnings (loss) of discontinued operations

 

0.41

 

0.44

 

(4.50

)

0.26

 

(0.06

)

Cumulative effect of accounting change

 

 

 

 

 

 

 

(3.14

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

(3.85

)

$

1.45

 

$

(6.89

)

$

(3.29

)

$

2.30

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding (in thousands)

 

150,910

 

147,963

 

146,914

 

146,616

 

145,456

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share of common stock:

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations before cumulative effect of accounting change

 

$

(4.26

)

$

1.00

 

$

(2.39

)

$

(0.41

)

$

2.36

 

Net earnings (loss) of discontinued operations

 

0.41

 

0.43

 

(4.50

)

0.26

 

(0.06

)

Cumulative effect of accounting change

 

 

 

 

 

 

 

(3.14

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

(3.85

)

$

1.43

 

$

(6.89

)

$

(3.29

)

$

2.30

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted average shares (in thousands)

 

150,910

 

149,680

 

146,914

 

146,616

 

145,661

 

 

The Company’s convertible preferred stock was not included in the computation of 2004 and 2001 diluted earnings per share since the result would have been antidilutive. Options to purchase 5,067,104 and 7,776,942 weighted average shares of common stock which were outstanding during 2004 and 2001, respectively, were not included in the computation of diluted earnings per share because the options’ exercise price was greater than the average market price of the common shares. For the years ended December 31, 2005, 2003 and 2002, diluted earnings per share of common stock are equal to basic earnings per share of common stock due to the net losses.

 

29



 

 

 

Years ended December 31,

 

 

 

2005

 

2004

 

2003

 

2002

 

2001

 

 

 

(Dollar amounts in millions)

 

Other data:

 

 

 

 

 

 

 

 

 

 

 

The following are included in net earnings:

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

$

480.2

 

$

436.0

 

$

391.9

 

$

353.4

 

$

335.9

 

Amortization of goodwill

 

 

 

 

 

 

 

 

 

55.9

 

Amortization of intangibles

 

27.8

 

23.8

 

21.4

 

21.5

 

21.8

 

Amortization of deferred finance fees (included in interest expense)

 

16.0

 

15.0

 

14.4

 

16.1

 

15.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

524.0

 

$

474.8

 

$

427.7

 

$

391.0

 

$

428.6

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance sheet data (at end of period):

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

$

460

 

$

494

 

$

758

 

$

590

 

$

756

 

Total assets

 

9,522

 

10,737

 

9,531

 

9,869

 

10,107

 

Total debt

 

5,297

 

5,360

 

5,426

 

5,346

 

5,401

 

Share owners’ equity

 

724

 

1,544

 

1,003

 

1,671

 

2,152

 

 


(a)                                  Amounts for the year ended December 31, 2004 include the results of BSN from the date of acquisition on June 21, 2004.

 

(b)                                 Other revenue in 2005 includes $28.1 million (pretax and after tax) from the sale of the Company’s glass container facility in Corsico, Italy.

 

Other revenue in 2004 includes: (1) a gain of $20.6 million ($14.5 million after tax) for the sale of certain real property, and (2) a gain of $31.0 million ($13.1 million after tax) for a restructuring in the Italian Specialty Glass business.

 

Other revenue in 2001 includes:  (1) a gain of $457.3 million ($284.4 million after tax) related to the sale of the Harbor Capital Advisors business and (2) gains totaling $13.1 million ($12.0 million after tax) related to the sale of the label business and the sale of a minerals business in Australia.

 

(c)                                  Amount for 2005 includes a gain of $3.8 million ($2.3 million after tax) from the mark to market effect of natural gas hedge contracts.

 

Amount for 2004 includes a gain of $4.9 million ($3.2 million after tax) from the mark to market effect of natural gas hedge contracts.

 

(d)                                 Amount for 2005 includes a charge of $135.0 million ($86.0 million after tax) to increase the reserve for estimated future asbestos-related costs and a charge of $494.0 million (pretax and after tax) to write down goodwill in the Asia-Pacific Glass unit.

 

Amount for 2004 includes charges totaling $159.0 million ($90.3 million after tax) for the following: (1) $152.6 million ($84.9 million after tax) to increase the reserve for estimated future asbestos-related costs; and (2) $6.4 million ($5.4 million after tax) for restructuring a life insurance program in order to comply with recent statutory and tax regulation changes.

 

30



 

Amount for 2003 includes charges totaling $694.2 million ($490.5 million after tax) for the following: (1) $450.0 million ($292.5 million after tax) to increase the reserve for estimated future asbestos-related costs; (2) $50.0 million ($50.0 million after tax) write-down of an equity investment in a soda ash mining operation; (3) $43.0 million ($30.1 million after tax) for the write-down of Plastics Packaging assets in the Asia Pacific region; (4) $37.4 million ($37.4 million after tax) for the loss on the sale of long-term notes receivable; (5) $37.4 million ($23.4 million after tax) for the estimated loss on the sale of certain closures assets; (6) $28.5 million ($17.8 million after tax) for the permanent closure of the Hayward, California glass container factory; (7) $23.9 million ($17.4 million after tax) for the shutdown of the Perth, Australia glass container factory; (8) $20.1 million ($19.5 million after tax) for the shutdown of the Milton, Ontario glass container factory; and (9) $3.9 million ($2.4 million after tax) for an additional loss on the sale of certain closures assets.

 

Amount for 2002 includes an adjustment of $475.0 million ($308.8 million after tax) to the reserve for estimated future asbestos-related costs.

 

Amount for 2001 includes charges totaling $133.7 million ($109.2 million after tax and minority share owners’ interests) for the following:  (1) charges of $66.1 million ($55.3 million after tax and minority share owners’ interests) related to restructuring and impairment charges at certain of the Company’s international glass operations, principally Venezuela and Puerto Rico, as well as certain other domestic and international operations;  (2) a charge of $31.0 million (pretax and after tax) related to the loss on the sale of the Company’s facilities in India; (3) charges of $28.7 million ($18.0 million after tax) related to special employee benefit programs; and (4) a charge of $7.9 million ($4.9 million after tax) related to restructuring manufacturing capacity in the medical devices business.

 

(e)          Amount for 2004 includes charges of $28.0 million ($18.3 million after tax) for note repurchase premiums.

 

Amount for 2003 includes a charge of $13.2 million ($8.2 million after tax) for note repurchase premiums.

 

Amount for 2001 includes a net interest charge of $4.0 million ($2.8 million after tax) related to interest on the resolution of the transfer of pension assets and liabilities for a previous acquisition and divestiture.

 

Includes additional interest charges for the write off of unamortized deferred financing fees related to the early extinguishment of debt as follows:  $2.8 million ($1.8 million after tax) for 2004; $1.3 million ($0.9 million after tax) for 2003; $9.1 million ($5.7 million after tax) for 2002; and $4.7 million ($2.9 million after tax) for 2001.

 

(f)            Amount for 2005 includes a charge of $306.6 million to record a valuation allowance related to accumulated deferred tax assets in the U.S. and a benefit of $5.3 million for the reversal of an accrual for potential tax liabilities related to a previous divestiture. The accrual is no longer required based on the Company’s reassessment of potential liabilities.

 

Amount for 2004 includes a benefit of $33.1 million for a tax consolidation in the Australian glass business.

 

Amount for 2001 includes a $6.0 million charge to adjust tax liabilities in Italy as a result of recent legislation.

 

31



 

(g)         Amount for 2005 consists principally of a third quarter benefit from the reversal of an accrual for potential tax liabilities related to a previous divestiture. The accrual is no longer required based on the Company’s reassessment of the potential liabilities.

 

Amounts related to the Company’s plastic blow-molded container business have been reclassified to discontinued operations for 2001-2004 as a result of the sale of that business in 2004.

 

(h)         On January 1, 2002, the Company adopted Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“FAS No. 142”). As required by FAS No. 142, the Company changed its method of accounting for goodwill and discontinued amortization of goodwill effective January 1, 2002. Also as required by FAS No. 142, the transitional goodwill impairment loss of $460.0 million is recognized as the cumulative effect of a change in method of accounting.

 

ITEM 7.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Executive Overview – Year ended December 2005 and 2004

 

Net sales of the Glass Containers segment were $900.8 million higher than the prior year principally resulting from the BSN Acquisition and favorable foreign currency exchange rates.

 

Net sales of the Plastics Packaging segment were $49.8 million higher than the prior year. Higher sales from improved pricing, increased sales volume and pass-through of higher resin costs were partially offset by the absence of sales from plastic container assets in the Asia Pacific region that were divested in the second quarter of 2004.

 

Segment Operating Profit of the Glass Containers segment was $31.2 million higher than the prior year. The BSN Acquisition accounted for most of the increase. The benefits of stronger foreign currencies and higher selling prices were partially offset by inflationary cost increases.

 

Segment Operating Profit of the Plastics Products segment was $12.2 million higher than the prior year. Increases from improved pricing, sales volume, product mix and a gain from the sale of a plant related to the partial exit from the Australian plastics business more than offset increased costs.

 

Interest expense was $8.2 million lower than the prior year. The decrease resulted from lower debt levels in the third and fourth quarters of 2005 and the non-recurrence of repurchase premiums partially offset by higher variable interest rates and higher debt from the BSN Acquisition.

 

Loss from continuing operations in 2005 was $621.6 million, or $4.26 per share (diluted), down from earnings of $171.5 million, or $1.00 per share (diluted), from continuing operations in 2004. Earnings in both periods included items that management considers not representative of continuing operations. These items decreased net earnings in 2005 by $850.9 million, or $5.62 per share, and decreased net earnings in 2004 by $46.5 million, or $0.31 per share.

 

Cash payments for asbestos-related costs were $171.1 million, down 10.0% from the prior year.

 

The Company’s total debt at December 31, 2005 was $5.30 billion or $63.4 million lower than the prior year balance. Exclusive of the $191.8 million increase in both debt and accounts receivable required by a change in the Company’s European accounts receivable securitization program, total debt decreased by $255.2 million to its lowest level since 1998.

 

32



 

Results of Operations - Comparison of 2005 with 2004

 

Net Sales

 

The Company’s net sales by segment for 2005 and 2004 are presented in the following table. The Plastics Packaging amounts for 2004 reflect only the continuing operations. For further information, see Segment Information included in Note 20 to the Condensed Consolidated Financial Statements.

 

 

 

2005

 

2004

 

 

 

(dollars in millions)

 

Glass Containers

 

$

6,266.9

 

$

5,366.1

 

Plastics Packaging

 

812.1

 

762.3

 

 

 

 

 

 

 

Segment and consolidated net sales

 

$

7,079.0

 

$

6,128.4

 

 

Consolidated net sales for 2005 increased $950.6 million, or 15.5%, to $7,079.0 million from $6,128.4 million in 2004.

 

Net sales of the Glass Containers segment increased $900.8 million, or 16.8%, over 2004. Contributing to the increase were the additional sales from the BSN Acquisition. Increased shipments of beverage containers throughout the Americas more than offset reduced shipments of food containers in North America. Improved pricing also had a favorable effect on net sales. Favorable currency exchange rates accounted for about 5% of the increase. Partially offsetting these increases was the absence of sales from the Castellar factory sold in January 2005.

 

The change in net sales for the Glass Containers segment can be summarized as follows (dollars in millions):

 

Net sales - 2004

 

 

 

$

5,366.1

 

Net effect of the BSN Acquisition, volume,

 

 

 

 

 

price, and mix

 

$

883.3

 

 

 

Effects of changing foreign currency rates

 

46.2

 

 

 

Divestiture of Castellar factory

 

(28.7

)

 

 

 

 

 

 

 

 

Total net effect on sales

 

 

 

900.8

 

Net sales - 2005

 

 

 

$

6,266.9

 

 

Net sales of the Plastics Packaging segment increased $49.8 million, or 6.5%, from 2004. The higher sales reflected improved pricing and sales volume in several product lines, the pass-through effect of higher resin costs, and favorable currency translation rates. Partially offsetting these increases was the absence of sales from plastic container assets in the Asia Pacific region that were divested in the second quarter of 2004.

 

The change in net sales for the Plastics Packaging segment can be summarized as follows (dollars in millions):

 

33



 

Net sales - 2004

 

 

 

$

762.3

 

Effect of increased resin cost pass-throughs

 

$

44.8

 

 

 

Net effect of volume, price and mix

 

34.4

 

 

 

Effects of changing foreign currency rates

 

3.5

 

 

 

Divestiture

 

(32.9

)

 

 

 

 

 

 

 

 

Total net effect on sales

 

 

 

49.8

 

Net sales - 2005

 

 

 

$

812.1

 

 

Segment Operating Profit

 

Operating Profit for product segments 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. For the Company’s U.S. pension plans, net periodic pension cost (credit) has been allocated to product segments. The Plastics Packaging amounts for 2004 reflect only the continuing operations. For further information, see Segment Information included in Note 20 to the Consolidated Financial Statements.

 

 

 

2005

 

2004

 

 

 

(dollars in millions)

 

Glass Containers

 

$

790.8

 

$

759.6

 

Plastics Packaging

 

127.2

 

115.0

 

Eliminations and other retained items

 

(89.4

)

(102.2

)

 

Segment Operating Profit of the Glass Containers segment for 2005 increased $31.2 million, or 4.1%, to $790.8 million, compared with Segment Operating Profit of $759.6 million in 2004. Factors contributing to the increase were: (1) the additional operating profit from the BSN Acquisition; (2) increased unit shipments of beverage containers principally in the Americas; (3) favorable exchange rates; (4) generally improved selling prices; and (5) the non-recurrence of the acquisition step-up of BSN finished goods inventory. Factors that partially offset the increase were: (1) inflationary cost increases including energy, raw material costs, and transportation; (2) temporarily idled production capacity to reduce inventory; (3) costs of the European integration and new European headquarters; (4) the absence of equity earnings from Consol Limited (divested in the fourth quarter of 2004); (5) the absence of operating profit from the Corsico and Castellar factories; and (6) reduced food container shipments in North America.

 

The change in Segment Operating Profit for the Glass Containers segment can be summarized as follows:

 

34



 

Segment Operating Profit - 2004

 

 

 

$

759.6

 

Net effect of BSN acquisition and volume, price, and mix

 

$

184.0

 

 

 

Non-recurrence of BSN inventory step-up

 

31.1

 

 

 

Effects of changing foreign currency rates

 

14.5

 

 

 

Higher energy costs

 

(75.7

)

 

 

Other inflationary cost increases

 

(57.7

)

 

 

Temporarily idled production capacity to reduce inventory

 

(20.5

)

 

 

Effects of European integration and new European headquarter costs

 

(18.0

)

 

 

Divestiture of Corsico and Castellar factories and Consol investment

 

(13.6

)

 

 

Increased delivery and warehousing costs

 

(4.7

)

 

 

Other

 

(8.2

)

 

 

 

 

 

 

 

 

Total net effect on Segment Operating Profit

 

 

 

31.2

 

Segment Operating Profit -2005

 

 

 

$

790.8

 

 

Segment Operating Profit of the Plastics Packaging segment for 2005 increased $12.2 million, or 10.6%, to $127.2 million compared with Segment Operating Profit of $115.0 million in 2004. The 2005 amount includes a $6 million fourth quarter gain from the sale of one plant related to the partial exit from the Australian plastics business and a reduction of the accrued exit costs. Also contributing to the increase were the effects of improved pricing, product mix, and sales volume which more than offset the effect of increases in manufacturing, shipping and delivery costs, and the absence of profits from the plastic container assets in the Asia Pacific region that were divested in the second quarter of 2004.

 

The change in Segment Operating Profit for the Plastics Packaging segment can be summarized as follows (dollars in millions):

 

Segment Operating Profit - 2004

 

 

 

$

115.0

 

 

 

 

 

 

 

Net effect of volume, price and mix

 

$

14.8

 

 

 

Partial exit of Australian plastics business

 

6.0

 

 

 

Non-recurrence plant shut down costs

 

3.7

 

 

 

Divestiture

 

(4.1

)

 

 

Increased delivery, warehousing and other inflationary cost increases

 

(4.2

)

 

 

Higher energy costs

 

(1.9

)

 

 

Other

 

(2.1

)

 

 

 

 

 

 

 

 

Total net effect on Segment Operating Profit

 

 

 

12.2

 

Segment Operating Profit - 2005

 

 

 

$

127.2

 

 

Eliminations and other retained items for 2005 were favorable by $12.8 million compared to 2004. The 2005 year reflects a favorable adjustment of approximately $10.0 million to the Company’s accruals for self-insured risks, partially offset by higher retained costs for the divested blow molded plastic container business and adjustments made to certain accruals. The 2004 year included self-insured property and casualty losses that did not recur in 2005.

 

Interest Expense

 

Interest expense decreased to $466.7 million in 2005 from $474.9 million in 2004. The 2004 amount included $30.8 million for repurchase premiums and write-offs of unamortized finance fees. Exclusive of

 

35



 

that amount, interest expense increased $22.6 million in 2005 due to higher interest rates on the Company’s variable rate debt and additional interest as a result of higher debt related to the BSN Acquisition. Partially offsetting this increase was lower interest as a result of lower average debt balances in the third and fourth quarters of 2005 and lower interest rates on fixed rate debt in the fourth quarter of 2005 compared to the fourth quarter of 2004.

 

Provision for Income Taxes

 

Excluding the effects of separately taxed items in both periods, listed in the table below, the Company’s effective tax rate for 2005 was 29.9% compared with 26.9% in 2004. The higher 2005 effective rate is principally due to a change in the mix of earnings toward higher tax international jurisdictions, the recent tax legislation in Ohio and recognition of other discrete changes in deferred taxes during 2005.

 

Minority Share Owners’ Interest in Earnings of Subsidiaries

 

Minority share owners’ interest in earnings of subsidiaries for 2005 was $35.9 million compared to $32.9 million for 2004.

 

Earnings from Continuing Operations

 

For 2005, the Company recorded a loss from continuing operations of $621.6 million compared to earnings from continuing operations of $171.5 million for the year ended December 31, 2004. The after tax effects of the items excluded from Segment Operating Profit, the tax charge to increase the valuation allowance, the tax benefit of reversing an accrual for potential tax liabilities, the additional interest charges and the tax benefit on the Australian tax consolidation, increased or decreased earnings in 2005 and 2004 as set forth in the following table (dollars in millions).

 

 

 

Net Earnings
Increase (Decrease)

 

Description

 

2005

 

2004

 

Gain on the sale of the Corsico, Italy glass container facility

 

$

28.1

 

$

 

 

 

 

 

 

 

A tax benefit from the reversal of an accrual for potential tax liabilities

 

5.3

 

 

 

 

 

 

 

 

 

Gain on the sale of certain real property

 

 

 

14.5

 

Gain on a restructuring in the Italian Specialty Glass business

 

 

 

13.1

 

Gain from the mark to market effect of natural gas hedge contracts

 

2.3

 

3.2

 

A benefit for a tax consolidation in the Australian glass business

 

 

 

33.1

 

Impairment of goodwill in the Asia-Pacific Glass unit

 

(494.0

)

 

 

Increase in the deferred tax valuation allowance

 

(306.6

)

 

 

Increase in the reserve for future asbestos related costs

 

(86.0

)

(84.9

)

Note repurchase premiums and write-off of finance fees

 

 

 

(20.1

)

Life insurance restructuring charge

 

 

 

(5.4

)

 

 

 

 

 

 

Total

 

$

(850.9

)

$

(46.5

)

 

Executive Overview – Year ended December 2004 and 2003

 

Net sales of the Glass Containers segment increased $1,183.2 million as a result of the BSN Acquisition, world wide unit shipment volume growth of approximately 2%, generally higher selling prices, a

 

36



 

favorable product mix, and stronger foreign exchange rates in the major regions that the Company does business.

 

Net sales of the continuing Plastics Packaging segment decreased $30.4 million as a result of lower sales following the divestiture of certain closure assets in the fourth quarter of 2003, the divestiture of a portion of the Asia Pacific plastics business in the second quarter of 2004, and lower shipments of prescription vials in 2004 as compared to 2003 due to the strong flu season in the prior year. These negative effects were partially offset by higher unit shipments of closures.

 

Segment Operating Profit of the Glass Containers segment increased by $100.8 million over 2003 as a result of the same principal factors that increased sales. In addition, improved productivity also improved Segment Operating Profit over the prior year, but was partially offset by inflation in the Company’s manufacturing and overhead costs.

 

Segment operating Profit of the Plastics Packaging segment increased by $16.3 million as a result of favorable product sales mix, improved productivity, and the non-recurrence of a third quarter 2003 write-off of miscellaneous assets that were no longer being used.

 

Interest expense for continuing operations increased by $45.1 million as a result of the BSN Acquisition and from tender offer premiums and the write-off of deferred finance fees related to the refinancing of the BSN Senior Subordinated notes and the early retirement of certain outstanding public obligations of the Company.

 

Net earnings from continuing operations increased by $501.6 million over 2003 as a result of the items listed above in Segment Operating Profit as well as a smaller charge in 2004 to increase the Company’s asbestos reserve ($84.9 million after tax in 2004 versus $292.5 million after tax in 2003). During 2004 and 2003, the Company recorded several items that management considers not representative of ongoing operations. The net after tax effect of these items was an increase in earnings of $38.4 million for 2004 and a decrease in earnings of $207.1 million for 2003.

 

The Company completed the BSN Acquisition on June 21, 2004 for a total purchase price of approximately $1.3 billion.

 

The Company completed the sale of its blow-molded plastic container operations on October 7, 2004 with total sales proceeds of approximately $1.2 billion.

 

Asbestos related cash payments of $190.1 million were lower than the prior year by 4.5%.

 

The Company’s total debt at December 31, 2004 was $5.36 billion or $65.1 million lower than the prior year balance.

 

Cash provided by continuing operating activities improved by $239.7 million over the prior year, principally as a result of higher earnings and the Company’s focus on working capital reductions and capital efficiency.

 

37



 

Results of Operations - Comparison of 2004 with 2003

 

Net Sales

 

The Company’s net sales by segment for 2004 and 2003 are presented in the following table. The Plastics Packaging amounts reflect the continuing operations and therefore, the results of the discontinued operations have been reclassified from the 2004 and 2003 amounts. For further information, see Segment Information included in Note 20 to the Consolidated Financial Statements.

 

 

 

2004

 

2003

 

 

 

(dollars in millions)

 

Glass Containers

 

$

5,366.1

 

$

4,182.9

 

Plastics Packaging

 

762.3

 

792.7

 

 

 

 

 

 

 

Segment and consolidated net sales

 

$

6,128.4

 

$

4,975.6

 

 

Consolidated net sales for 2004 increased $1,152.8 million, or 23.2%, to $6,128.4 million from $4,975.6 million for 2003.

 

Net sales of the Glass Containers segment increased $1,183.2 million, or 28.3%, over 2003.

 

In Europe, the Company’s largest region, sales increased $939.5 million from 2003. Net sales from the newly acquired BSN business made up $768.6 million of the region’s increase. Stronger currency rates against the U.S. dollar for the European currencies also contributed to the sales growth. Unit volumes for the previously owned European businesses were up 2.8% overall with strong growth in the food, beverage and spirit markets.

 

In North America, sales for 2004 were $47.2 million higher than sales in 2003. The higher sales resulted principally from increased selling prices and improved product sales mix as unit shipments declined by about 2% overall. The decrease in unit shipments was more than accounted for by the previously disclosed loss of a beverage container customer. Shipments of beer and malt beverage containers increased by approximately 4.8% over 2003, primarily due to the increase in business from a significant malt beverage customer. Shipments of containers for wine and spirits were also higher for 2004; however, shipments of containers for tea, juice and other beverages were lower.

 

In the Asia Pacific region, sales increased $117.7 million from 2003 principally due to unit volumes that were up 2.9% overall resulting from strong growth in beer, wine and low alcohol refreshers partially offset by lower shipments of food containers.

 

In South America, sales increased $78.8 million principally as a result of glass container shipments increasing by more than 5% led by strong growth in the beer and beverage markets. Unit growth was significantly affected by lower exports to North America as a result of the loss of a previously disclosed beverage customer. Excluding the loss of those shipments, overall volume growth in South America was approximately 15%.

 

The change in net sales for the Glass Containers segment can be summarized as follows (dollars in millions):

 

38



 

2003 Net sales – Glass Containers segment

 

 

 

$

4,182.9

 

Additional sales from BSN businesses

 

$

768.6

 

 

 

The effects of sales volume, price and mix

 

257.5

 

 

 

The effects of changing foreign currency rates on net sales

 

172.1

 

 

 

Other

 

(15.0

)

 

 

Total net effect on sales

 

 

 

1,183.2

 

2004 Net sales – Glass Containers segment

 

 

 

$

5,366.1

 

 

Net sales of the Plastics Packaging segment decreased $30.4 million, or 3.8%, from 2003. The lower sales primarily reflect the absence of sales from the closure assets divested in the fourth quarter of 2003 and the Asia Pacific plastic operations that were divested in the second quarter of 2004. In addition, sales of containers for prescription packaging were adversely affected due to a milder flu season in December 2004 compared to December 2003. Increased resin prices passed through to customers and stronger currencies in Europe, Brazil and the Asia Pacific region partially offset these reductions.

 

The change in net sales for the Plastics Packaging segment can be summarized as follows (dollars in millions):

 

2003 Net sales – Plastics Packaging segment

 

 

 

$

792.7

 

 

 

 

 

 

 

Divested businesses

 

$

(95.7

)

 

 

 

 

 

 

 

 

Effects of higher resin cost pass-throughs

 

24.1

 

 

 

 

 

 

 

 

 

The effects of changing foreign currency rates on net sales

 

21.0

 

 

 

 

 

 

 

 

 

The effects of sales volume, price and mix

 

9.7

 

 

 

 

 

 

 

 

 

Other

 

10.5

 

 

 

 

 

 

 

 

 

Total net effect on sales

 

 

 

(30.4

)

 

 

 

 

 

 

2004 Net sales – Plastics Packaging segment

 

 

 

$

762.3

 

 

Segment Operating Profit

 

The Company’s Segment Operating Profit results (dollars in millions) for 2004 and 2003 are presented in the following table. The Plastics Packaging Segment Operating Profit amounts reflect the continuing operations, and therefore, the results of the discontinued operations have been reclassified from the 2004 and 2003 amounts. In addition, certain Glass Container amounts from prior years have been reclassified to conform to current year presentation. For further information, see Segment Information included in Note 20 to the Consolidated Financial Statements.

 

 

 

2004

 

2003

 

 

 

(dollars in millions)

 

Glass Containers

 

$

759.6

 

$

658.8

 

Plastics Packaging

 

115.0

 

98.7

 

Eliminations and other retained items

 

(102.2

)

(91.9

)

 

39



 

Segment Operating Profit of the Glass Containers segment for 2004 increased $100.8 million, or 15.3%, to $759.6 million, compared with Segment Operating Profit of $658.8 million for 2003.

 

In Europe, Segment Operating Profit for 2004 increased $60.4 million over 2003. The newly acquired BSN business contributed $27.6 million of the increase. Stronger currency rates against the U.S. dollar for the European currencies also contributed to the growth in Segment Operating Profit. In addition, higher unit shipments over 2003 in combination with improved pricing and improved productivity also contributed to the growth. These increases were partially offset by higher energy costs. The Segment Operating Profit contribution from BSN for 2004 includes a reduction in gross profit of $31.1 million related to the impact of the acquisition step-up of BSN finished goods inventory as required by FAS No. 141.

 

In North America, Segment Operating Profit for 2004 increased $5.7 million over 2003. The benefits of higher selling prices and a more favorable product sales mix were the principal reasons for the increase. These increases were partially offset by a number of unfavorable effects, including: (1) lower production to control inventories consistent with the Company’s working capital goals; (2) increased freight expense reflecting higher diesel fuel costs; and (3) a reduction in pension income. Also contributing to this decline was a 2% decline in unit shipments that was the result of the previously disclosed loss of a beverage customer. This decline in shipments of beverage containers was partially offset by increased shipments of containers for beer, wine, and liquor.

 

In the Asia Pacific region, Segment Operating Profit for 2004 increased $11.8 million over 2003. The effects of overall improved pricing as well as increased unit shipments were partially offset by higher energy costs. The increased unit shipments primarily relate to higher shipments in Australia for containers for wine and beer and increased shipments in New Zealand.

 

In South America, Segment Operating Profit for 2004 increased $22.9 million over 2003. The increase is primarily attributed to increased unit shipments during the year. Unit shipments were higher in Venezuela where shipments increased 30% over prior year and in Ecuador where shipments increased 34% over prior year. In addition to higher unit shipments, the increase is also attributed to a better product sales mix in Brazil as the sales mix moved away from lower margin exports.

 

The change in Segment Operating Profit for the Glass Containers segment can be summarized as follows (dollars in millions):

 

2003 Segment Operating Profit - Glass Containers

 

 

 

$

658.8

 

 

 

 

 

 

 

The effects of sales volume, price and mix

 

$

107.3

 

 

 

 

 

 

 

 

 

Additional Segment Operating Profit from BSN businesses

 

27.6

 

 

 

 

 

 

 

 

 

The effect of changing foreign currency rates on Segment Operating Profit

 

27.0

 

 

 

 

 

 

 

 

 

Improved productivity and other manufacturing costs

 

3.7

 

 

 

 

 

 

 

 

 

Lower pension income

 

(25.2

)

 

 

 

 

 

 

 

 

Higher energy costs

 

(22.8

)

 

 

 

 

 

 

 

 

Increased warehouse and other manufacturing costs

 

(18.8

)

 

 

 

 

 

 

 

 

Other

 

2.0

 

 

 

 

 

 

 

 

 

Total net effect on Segment Operating Profit

 

 

 

100.8

 

 

 

 

 

 

 

2004 Segment Operating Profit - Glass Containers

 

 

 

$

759.6

 

 

40



 

Segment Operating Profit of the Plastics Packaging segment for 2004 increased $16.3 million, or 16.5%, to $115.0 million compared to Segment Operating Profit of $98.7 million for 2003. The increase is primarily attributable to improved productivity and higher unit shipments. Also contributing to this increase was the non-recurrence of the third quarter of 2003 write-off of miscellaneous assets that were no longer being utilized. These increases were partially offset by higher delivery, warehouse, shipping and other manufacturing costs, as well as lower pension income.

 

The change in Segment Operating Profit for the Plastics Packaging segment can be summarized as follows (dollars in millions):

 

2003 Segment Operating Profit – Plastics Packaging

 

 

 

$

98.7

 

 

 

 

 

 

 

The effects of price,mix, sales volume and production volume

 

$

7.4

 

 

 

 

 

 

 

 

 

The effect of improved productivity

 

7.0

 

 

 

 

 

 

 

 

 

The non-recurrence of a write-off of miscellaneous assets

 

4.0

 

 

 

 

 

 

 

 

 

Increased delivery, warehouse, shipping and other manufacturing costs

 

(3.6

)

 

 

 

 

 

 

 

 

Lower pension income

 

(0.7

)

 

 

 

 

 

 

 

 

Other

 

2.2

 

 

 

 

 

 

 

 

 

Total net effect on Segment Operating Profit

 

 

 

16.3

 

 

 

 

 

 

 

2004 Segment Operating Profit – Plastics Packaging

 

 

 

$

115.0

 

 

Eliminations and other retained items for 2004 were $10.3 million higher than for 2003. A reduction in pension income, higher legal and professional services costs in 2004 resulting in part from compliance with the Sarbanes-Oxley Act of 2002 and higher retention of property and casualty losses were the primary reasons for the increase. These increases were partially offset by lower spending on information systems costs as compared to prior year.

 

Interest Expense

 

Interest expense increased to $474.9 million in 2004 from $429.8 million in 2003. Interest expense for 2004 included charges of $28.0 million for note repurchase premiums and $2.8 million for the write-off of unamortized finance fees related to debt that was repaid prior to its maturity. Interest expense for 2003 included charges of $13.2 million for note repurchase premiums and related write-off of unamortized finance fees and $1.3 million for the write-off of unamortized finance fees related to the reduction of avail