OI 10-K Annual Report Dec. 31, 2017 | Alphaminr
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OI 10-K Fiscal year ended Dec. 31, 2017

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O-I GLASS, INC. /DE/
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TABLE OF CONTENTS
Part IItem 1. Busines SItem 1A. Risk Factor SItem 1B. Unresolved Staff Comment SItem 2. Propertie SItem 3. Legal Proceeding SItem 4. Mine Safety Disclosure SPart I IItem 5. Market For Registrant S Common Stock and Related Share Owner Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial Dat AItem 7. Management S Discussio N and Analysis Of Financial Condition and Results Of OperationsItem 7A. Qualitative and Quantitativ E Disclosures About Market RiskItem 8. Financial Statement S and Supplementary DataItem 9. Changes in and Disagreement S with Accountants on Accounting and Financial DisclosureItem 9A. Controls and Procedure SItem 9B. Other Informatio NPart II IItem 10. Directors, Executive Officer S and Corporate GovernanceItem 11. Executive Compensatio NItem 12. Security Ownershi P Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationship S and Related Transactions, and Director IndependenceItem 14. Principal Accountan T Fees and ServicesPart I VItem 15. Exhibits and Financia L Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 __ Stock Purchase Agreement, dated as of May 12, 2015, by and between Owens-Brockway Glass Container Inc. and Vitro, S.A.B. de C.V., Distribuidora Alcali, S.A. de C.V. and Vitro Packaging, LLC (filed as Exhibit 2.1 to the Owens-Illinois, Inc.sForm 8-K/A filed on May 13, 2015, File No. 1-9576, and incorporated herein by reference). 3.1 Third Restated Certificate of Incorporation of Owens-Illinois, Inc. (filed as Exhibit 3.1 to Owens-Illinois, Inc.s Form 10-K for the year ended December 31, 2012, File No. 1-9576, and incorporated herein by reference). 3.2 Fourth Amended and Restated Bylaws of Owens-Illinois, Inc., (filed as Exhibit 3.1 to Owens-Illinois, Inc.s Form 8-K dated July 13, 2017, File No. 1-9576, and incorporated herein by reference). 4.1 Indenture dated as of May 20, 1998, between Owens-Illinois, Inc. and The Bank of New York, as Trustee (filed as Exhibit 4.1 to Owens-Illinois, Inc.s Form 8-K dated May 20, 1998, File No. 1-9576, and incorporated herein by reference). 4.2 Officers' Certificate, dated May 20, 1998, establishing the terms of the 7.80% Senior Notes due 2018; including the Form of 7.80% Senior Note due 2018 (filed as Exhibits 4.5 and 4.9, respectively, to Owens-Illinois, Inc.s Form 8-K dated May 20, 1998, File No. 1-9576, and incorporated herein by reference). 4.4 Indenture, dated as of September 15, 2010, by and among OI European Group B.V.; the guarantors party thereto; Deutsche Trustee Company Limited as trustee; Deutsche Bank AG, London Branch as principal paying agent and transfer agent; and Deutsche Bank Luxembourg S.A. as the registrar, Luxembourg paying agent and transfer agent, including the form of the Senior Notes (filed as Exhibit 4.1 to Owens-Illinois Group, Inc.s Form 8-K dated September 10, 2010, File No. 33-13061, and incorporated herein by reference). 4.5 Indenture dated as of March 22, 2013, by and among OI European Group B.V.; the guarantors party thereto; Deutsche Trustee Company Limited as trustee; Deutsche Bank AG, London Branch as principal paying agent and transfer agent; and Deutsche Bank Luxembourg S.A. as the registrar and Luxembourg transfer agent, including the form of Notes (filed as Exhibit 4.1 to Owens-Illinois Group, Inc.s Form 8-K dated March 22, 2013, File No. 33-13061, and incorporated herein by reference). 4.6 Indenture dated as of December 3, 2014, by and among Owens-Brockway Glass Container Inc., the guarantors party thereto and U.S. Bank National Association, as trustee, including the form of 2022 Senior Notes and the form of 2025 Senior Notes (filed as Exhibit 4.1 to Owens-Illinois Group, Inc.s Form 8-K dated December 3, 2014, File No. 33-13061, and incorporated herein by reference). 4.7 Indenture dated as of August 24, 2015, by and among Owens-Brockway Glass Container Inc., the guarantors party thereto and U.S. Bank National Association, as trustee, including the form of 2023 Senior Notes and the form of 2025 Senior Notes (filed as Exhibit 4.1 to Owens-Illinois Group, Inc.s Form 8-K dated August 24, 2015, File No. 33-13061, and incorporated herein by reference). 4.8 Indenture, dated as of November 3, 2016, by and among OI European Group B.V., the guarantors party thereto, Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as principal paying agent and transfer agent, and Deutsche Bank Luxembourg S. A., as Luxembourg transfer agent and registrar, including the form of Notes (filed as Exhibit 4.1 to Owens-Illinois, Inc.s and Owens-Illinois Group, Inc.s combined Form 8-K dated November 3, 2016, File Nos. 1-9576 and 33-13061, and incorporated herein by reference). 4.9 Amended and Restated Credit Agreement and Syndicated Facility Agreement, dated as of April 22, 2015, by and among the Borrowers named therein, Owens-Illinois General, Inc., as Borrowers Agent, Deutsche Bank AG, New York Branch, as Administrative Agent, and the other Agents, Arrangers and Lenders named therein (filed as Exhibit 4.1 to Owens-Illinois Group, Inc.s Form 8-K dated April 22, 2015, File No. 33-13061, and incorporated herein by reference). 4.10 Amendment No. 1, dated July 24, 2015, to the Amended and Restated Credit Agreement and Syndicated Facility Agreement, dated April 22, 2015, by and among the Borrowers named therein, Owens-Illinois General Inc., as Borrowers Agent, Deutsche Bank AG, New York Branch, as Administrative Agent, and the other Agents, Arrangers and Lenders named therein (filed as Exhibit 4.2 to Owens-Illinois Inc.s Form 10-Q for the quarter ended September 30, 2015, File No. 1-9576, and incorporated herein by reference). 4.11 Amendment No. 2, dated September 1, 2015, to the Amended and Restated Credit Agreement and Syndicated Facility Agreement, dated April 22, 2015, by and among the Borrowers named therein, Owens-Illinois General Inc., as Borrowers Agent, Deutsche Bank AG, New York Branch, as Administrative Agent, and the other Agents, Arrangers and Lenders named therein (filed as Exhibit 10.1 to Owens-Illinois Inc.s Form 8-K dated September 1, 2015, File No. 1-9576, and incorporated herein by reference). 4.12 Amendment No. 3, dated September 29, 2015, to the Amended and Restated Credit Agreement and Syndicated Facility Agreement, dated April 22, 2015, by and among the Borrowers named therein, Owens-Illinois General Inc., as Borrowers Agent, Deutsche Bank AG, New York Branch, as Administrative Agent, and the other Agents, Arrangers and Lenders named therein (filed as Exhibit 4.4 to Owens-Illinois Inc.s Form 10-Q for the quarter ended September 30, 2015, File No. 1-9576, and incorporated herein by reference). 4.13 Amendment No. 4, dated February 3, 2016, to the Amended and Restated Credit Agreement and Syndicated Facility Agreement, dated as of April 22, 2015, by and among the Borrowers named therein, Owens-Illinois General, Inc., as Borrowers Agent, Deutsche Bank AG, New York Branch, as Administrative Agent, and the other Agents, Arrangers and Lenders named therein (filed as Exhibit 4.1 to Owens-Illinois, Inc.s Form 8-K dated February 3, 2016, File No. 1-9576, and incorporated herein by reference). 4.14 Amendment No. 5, dated September 28, 2017, to the Amended and Restated Credit Agreement and Syndicated Facility Agreement, dated as of April 22, 2015, by and among the Borrowers named therein, Owens-Illinois General, Inc., as Borrowers Agent, Deutsche Bank AG, New York Branch, as Administrative Agent, and the other Agents, Arrangers and Lenders named therein (filed as Exhibit 4.1 to Owens-Illinois, Inc.s Form 8-K dated September 29, 2017, File No. 1-9576, and incorporated herein by reference). 4.15 First Incremental Amendment, dated September 1, 2015, to the Amended and Restated Credit Agreement and Syndicated Facility Agreement, dated April 22, 2015, by and among the Borrowers named therein, Owens-Illinois General Inc., as Borrowers Agent, Deutsche Bank AG, New York Branch, as Administrative Agent, and the other Agents, Arrangers and Lenders named therein (filed as Exhibit 10.2 to Owens-Illinois Inc.s Form 8-K dated September 1, 2015, File No. 1-9576, and incorporated herein by reference). 4.16 Third Amended and Restated Intercreditor Agreement, dated as of May 19, 2011, by and among Deutsche Bank AG, New York Branch, as Administrative Agent for the lenders party to the Credit Agreement (as defined therein) and Deutsche Bank Trust Company Americas, as Collateral Agent (as defined therein) and any other parties thereto (filed as Exhibit 4.2 to Owens-Illinois Group, Inc.s Form 8-K dated May 19, 2011, File No. 33-13061, and incorporated herein by reference). 4.17 Fourth Amended and Restated Pledge Agreement, dated as of April 22, 2015, between Owens-Illinois Group, Inc., Owens-Brockway Packaging, Inc., and Deutsche Bank AG, New York Branch, as Collateral Agent (as defined therein) and any other parties thereto (filed as Exhibit 4.2 to Owens-Illinois Group, Inc.s Form 8-K dated April 22, 2015, File No. 33-13061, and incorporated herein by reference). 4.18 __ Amended and Restated Security Agreement, dated as of April 22, 2015, between Owens-Illinois Group, Inc., each of the direct and indirect subsidiaries of Owens-Illinois Group, Inc. signatory thereto, and Deutsche Bank AG, New York Branch, as Collateral Agent (as defined therein) (filed as Exhibit 4.3 to Owens-Illinois Group, Inc.s Form 8-K dated April 22, 2015, File No. 33-13061, and incorporated herein by reference). 4.19 __ Indenture, dated as of December 12, 2017, by and among OI European Group B.V., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as Trustee (filed as Exhibit 4.1 to Owens-Illinois, Inc.s and Owens-Illinois Group, Inc.s combined Form 8-K dated December 12, 2017, File Nos. 1-9576 and 33-13061, and incorporated herein by reference). 10.1* Amended and Restated Owens-Illinois Supplemental Retirement Benefit Plan (filed as Exhibit 10.1 to Owens-Illinois, Inc.s Form 10-Q for the quarter ended June 30, 1998, File No. 1-9576, and incorporated herein by reference). 10.4* Third Amendment to Amended and Restated Owens-Illinois Supplemental Retirement Benefit Plan (filed as Exhibit 10.1 to Owens-Illinois, Inc.'s Form 10-Q for the quarter ended March 31, 2003, File No. 1-9576, and incorporated herein by reference). 10.5* Owens-Illinois, Inc. Directors Deferred Compensation Plan (filed as Exhibit 10.26 to Owens-Illinois, Inc.s Form 10-K for the year ended December 31, 1995, File No. 1-9576, and incorporated herein by reference). 10.6* First Amendment to Owens-Illinois, Inc. Directors Deferred Compensation Plan (filed as Exhibit 10.27 to Owens-Illinois, Inc.s Form 10-K for the year ended December 31, 1995, File No. 1-9576, and incorporated herein by reference). 10.7* Second Amendment to Owens-Illinois, Inc. Directors Deferred Compensation Plan (filed as Exhibit 10.2 to Owens-Illinois, Inc.s Form 10-Q for the quarter ended March 31, 1997, File No. 1-9576, and incorporated herein by reference). 10.8* Amended and Restated 1997 Equity Participation Plan of Owens-Illinois, Inc. (filed as Exhibit 10.1 to Owens-Illinois, Inc.s Form 10-Q for the quarter ended June 30, 1999, File No. 1-9576, and incorporated herein by reference). 10.10* Owens-Illinois, Inc. Executive Deferred Savings Plan (filed as Exhibit 10.10 to Owens-Illinois, Inc.s Form 10-K for the year ended December 31, 2016, File No. 1-9576, and incorporated herein by reference). 10.11* 2004 Equity Incentive Plan for Directors of Owens-Illinois, Inc. (filed as Exhibit 10.1 to Owens-Illinois, Inc.s Form 10-Q for the quarter ended June 30, 2004, File No. 1-9576, and incorporated herein by reference). 10.12* Owens-Illinois 2004 Executive Life Insurance Plan (filed as Exhibit 10.32 to Owens-Illinois, Inc.s Form 10-K for the year ended December 31, 2004, File No. 1-9576, and incorporated herein by reference). 10.13* Owens-Illinois 2004 Executive Life Insurance Plan for Non-U.S. Employees (filed as Exhibit 10.33 to Owens-Illinois, Inc.s Form 10-K for the year ended December 31, 2004, File No. 1-9576, and incorporated herein by reference). 10.14* Amended and Restated Owens-Illinois, Inc. 2005 Incentive Award Plan dated as of April 24, 2009 (filed as Exhibit 10.1 to Owens-Illinois, Inc.s Form 10-Q for the quarter ended March 31, 2009, File No. 1-9576, and incorporated herein by reference). 10.15* Form of Non-Qualified Stock Option Agreement for use under the Owens-Illinois, Inc. 2005 Incentive Award Plan (filed as Exhibit 10.25 to Owens-Illinois, Inc.s Form 10-K for the year ended December 31, 2011, File No. 1-9576, and incorporated herein by reference). 10.16* Form of Restricted Stock Agreement for use under the Owens-Illinois, Inc. 2005 Incentive Award Plan (filed as Exhibit 10.30 to Owens-Illinois, Inc.s Form 10-K for the year ended December 31, 2005, File No. 1-9576, and incorporated herein by reference). 10.17* Form of Phantom Stock Agreement for use under the Owens-Illinois, Inc. 2005 Incentive Award Plan (filed as Exhibit 10.31 to Owens-Illinois, Inc.s Form 10-K for the year ended December 31, 2005, File No. 1-9576, and incorporated herein by reference). 10.18* Form of Restricted Stock Unit Agreement for use under the Owens-Illinois, Inc. 2005 Incentive Award Plan (filed as Exhibit 10.28 to Owens-Illinois, Inc.s Form 10-K for the year ended December 31, 2011, File No. 1-9576, and incorporated herein by reference). 10.19* Form of Performance Share Unit Agreement for use under the Owens-Illinois, Inc. 2005 Incentive Award Plan (filed as Exhibit 10.29 to Owens-Illinois, Inc.s Form 10-K for the year ended December 31, 2011, File No. 1-9576, and incorporated herein by reference). 10.20* Second Amended and Restated Owens-Illinois, Inc. 2005 Incentive Award Plan (filed as Appendix B to Owens-Illinois, Inc.s Definitive Proxy Statement on Schedule 14A filed March 31, 2014, File No. 1-9576, and incorporated herein by reference). 10.21* Form of Non-Qualified Stock Option Agreement for use under Owens-Illinois, Inc.s Second Amended and Restated 2005 Incentive Award Plan (filed as Exhibit 10.1 to Owens-Illinois, Inc.s Form 8-K dated March 7, 2015, File No. 1-9576, and incorporated herein by reference). 10.22* Form of Restricted Stock Unit Agreement for use under Owens-Illinois, Inc.s Second Amended and Restated 2005 Incentive Award Plan (filed as Exhibit 10.2 to Owens-Illinois, Inc.s Form 10-Q for the quarter ended March 31, 2017, File No. 1-9576, and incorporated herein by reference). 10.23* Form of Performance Stock Unit Agreement for use under Owens-Illinois, Inc.s Second Amended and Restated 2005 Incentive Award Plan (filed as Exhibit 10.1 to Owens-Illinois, Inc.s Form 10-Q for the quarter ended March 31, 2017, File No. 1-9576, and incorporated herein by reference). 10.24* Owens-Illinois, Inc. 2017 Incentive Award Plan (filed as Appendix B to Owens-Illinois, Inc.s Definitive Proxy Statement on Schedule 14A filed March 30, 2017, File No. 1-9576, and incorporated herein by reference). 10.25* Owens-Illinois, Inc. Executive Severance Policy (filed as Exhibit 10.4 to Owens-Illinois, Inc.s Form 8-K dated March 7, 2015, File No. 1-9576, and incorporated herein by reference). 10.26* Amended and Restated Letter Agreementbetween Owens-Illinois, Inc. and Albert P.L. Stroucken (filed as Exhibit 10.1 to Owens-Illinois, Inc.s Form 8-K dated October 26, 2011, File No. 1-9576, and incorporated herein by reference). 10.27* Letter Agreement dated March 7, 2015, between Owens-Illinois, Inc. and Stephen P. Bramlage, Jr. (filed as Exhibit 10.5 to Owens-Illinois, Inc.s Form 8-K dated March 7, 2015, File No. 1-9576, and incorporated herein by reference). 10.28* Letter Agreement signed November 20, 2015, between Owens-Illinois, Inc. and Jan Bertsch (filed as Exhibit 10.1 to Owens-Illinois, Inc.s Form 8-K dated November 23, 2015, File No. 1-9576, and incorporated herein by reference). 10.29* Letter Agreement dated March 7, 2016, between Owens-Illinois, Inc. and James W. Baehren (filed as Exhibit 99.1 to Owens-Illinois, Inc.s Form 8-K dated March 7, 2016, File No. 1-9576, and incorporated herein by reference). 12 Computation of Ratio of Earnings to Fixed Charges (filed herewith). 21 Subsidiaries of Owens-Illinois, Inc. (filed herewith). 23 Consent of Independent Registered Public Accounting Firm (filed herewith). 24 OwensIllinois,Inc. Power of Attorney (filed herewith). 31.1 Certification of Principal Executive Officer pursuant to Section302 of the SarbanesOxley Act of 2002 (filed herewith). 31.2 Certification of Principal Financial Officer pursuant to Section302 of the SarbanesOxley Act of 2002 (filed herewith). 32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section1350 (furnished herewith). 32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section1350 (furnished herewith).