8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 15, 2011

OWENS-ILLINOIS, INC.

(Exact name of Registrant as Specified in its Charter)

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

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

Registrant’s telephone number, including area code (567) 336-5000

Not applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01Regulation FD Disclosure.

On June 15, 2011, Owens-Illinois, Inc. (the “Company”) issued a press release updating its second quarter 2011 business outlook.  A copy of this press release is furnished pursuant to this Item 7.01 as Exhibit 99.1, and is incorporated herein by reference.  This press release was issued in conjunction with the Company’s presentation at the Deutsche Bank Global Industries and Basic Materials Conference.  A copy of the Company’s presentation at this conference is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

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

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit  Number	Description
99.1	Press release dated June 15, 2011.
99.2	Presentation at Deutsche Bank Global Industries and Basic Materials Conference on June 15, 2011.

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SIGNATURE

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

	OWENS-ILLINOIS, INC.
Date: June 15, 2011	By:	/s/ Edward C. White
	Name:	Edward C. White
	Title:	Senior Vice President and
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

O-I UPDATES SECOND QUARTER BUSINESS OUTLOOK

Challenging Market Conditions in Asia Pacific and Higher

Manufacturing Costs to Negatively Impact Second Quarter Results

PERRYSBURG, Ohio (June 15, 2011) — The management of Owens-Illinois, Inc. (NYSE: OI) intends to update the Company’s second quarter business outlook today at the Deutsche Bank Global Industries and Basic Materials Conference. Entering the period, the Company anticipated second quarter results would be in line with the prior year, but O-I now expects second quarter adjusted net earnings will be down from the prior year period. Segment operating profit margins in the second quarter of 2011 will likely decline between 3 and 6 percentage points from second quarter 2010 levels.

O-I continues to expect global shipment levels will increase between 5 and 10 percent in the second quarter, compared to the prior year, driven primarily by several acquisitions made in 2010. Demand remains strong across most markets and end-use categories, with the notable exceptions of Australia and New Zealand and beer in North America. Yet, higher than expected costs will more than offset the benefit of stronger global shipments. While significant cost inflation was already anticipated heading into the second quarter, O-I also has incurred additional manufacturing and delivery costs. As a result, O-I will not fully realize the operating leverage expected from higher production levels in the second quarter of 2011.

O-I’s Asia Pacific region continues to face challenging market conditions in Australia and New Zealand.   The currencies in those countries have continued to appreciate, reaching record levels against the U.S. dollar in the second quarter. Stronger currencies have negatively impacted exports, including wine, which is one of O-I’s key end-use categories in those two countries. Beer consumption in Australia also is down as consumer sentiment is extremely conservative due to high interest rates leading to lower disposable incomes. While O-I anticipated lower wine and beer bottle shipments, demand trends have deteriorated further over the course of the quarter. In response, the region has temporarily curtailed production to balance supply with lower demand. This curtailment has resulted in unabsorbed manufacturing costs that were not anticipated entering the second quarter.

O-I’s North American region is experiencing supply chain challenges in the second quarter resulting in higher than expected manufacturing and delivery costs. The region’s inventory levels were tight heading into the seasonally stronger second quarter. Furthermore, the region has experienced lower than anticipated production efficiencies during the quarter. As a result, inventory levels were too low at certain locations and O-I has incurred additional delivery costs to meet higher customer demand. Freight costs have been further impacted by elevated fuel prices. While shipments to beer customers have been lower than anticipated due to a continued sluggish U.S. beer market, demand for the wine, spirits and food segments remains strong. Given strength in these end markets, O-I is restarting two idled furnaces, as previously announced. This additional capacity also will help alleviate supply chain issues.

While O-I will contend with challenging market conditions in Australia and New Zealand beyond the second quarter, the Company expects to resolve its North American supply chain and production issues in a timely manner. In addition, the Company has been making progress with its European customers on the implementation of previously announced energy surcharges. Subject to the outcome of an ongoing review of long-term capacity requirements in Australia, the Company continues to expect free cash flow generation of approximately $300 million in 2011, compared to $100 million in 2010. The Company will

provide further details on its second quarter performance and business outlook at its quarterly earnings conference call scheduled for July 28, 2011.

O-I Senior Vice President and CFO Ed White will present at the Deutsche Bank Global Industries and Basic Materials Conference at 8:00 a.m., Central Time on Wednesday, June 15, 2011.

A live Webcast of the presentation will be available at www.corporateir.net/ireye/confLobby.zhtml?ticker=OI&item_id=4065803. The replay will be posted within 24 hours of the presentation and will be archived through this link for 90 days. Slides for the O-I presentation will be available through the Company’s website: www.o-i.com/investorrelations.

Company Profile

Owens-Illinois, Inc. (NYSE: OI) is the world’s largest glass container manufacturer and preferred partner for many of the world’s leading food and beverage brands. With revenues of $6.6 billion in 2010, the Company is headquartered in Perrysburg, Ohio, USA, and employs more than 24,000 people at 80 plants in 21 countries. O-I delivers safe, effective and sustainable glass packaging solutions to a growing global marketplace. For more information, visit www.o-i.com.

Regulation G

The information presented above regarding adjusted net earnings relates to net earnings attributable to the Company exclusive of items management considers not representative of ongoing operations and does not conform to U.S. generally accepted accounting principles (GAAP). It should not be construed as an alternative to the reported results determined in accordance with GAAP. Management has included this non-GAAP information to assist in understanding the comparability of results of ongoing operations. Management uses this non-GAAP information principally for internal reporting, forecasting, budgeting and calculating bonus payments. Further, the information presented above regarding free cash flow does not conform to GAAP. Management defines free cash flow as cash provided by operating activities less capital spending (both as determined in accordance with GAAP) and has included this non-GAAP information to assist in understanding the comparability of cash flows. Management uses this non-GAAP information principally for internal reporting, forecasting and budgeting. Management believes that the non-GAAP presentation allows the board of directors, management, investors and analysts to better understand the Company’s financial performance in relationship to core operating results and the business outlook.

The Company routinely posts important information on its Web site — www.o-i.com/investorrelations.

Forward Looking Statements

This news release contains “forward looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Forward looking statements reflect the Company’s current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward looking statements. It is possible the Company’s future financial performance may differ from expectations due to a variety of factors including, but not limited to the following: (1) foreign currency fluctuations relative to the U.S. dollar, (2) changes in capital availability or cost, including interest rate fluctuations, (3) the general political, economic and competitive conditions in markets and countries where the Company has operations, including uncertainties related to the expropriation of the Company’s operations in Venezuela, disruptions in capital markets, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, and changes in tax rates and laws, (4) consumer preferences for alternative forms of packaging, (5) fluctuations in raw material and labor costs, (6) availability of raw materials, (7) costs and availability of energy, including natural gas prices, (8) transportation costs, (9) the ability of the Company to raise selling prices

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commensurate with energy and other cost increases, (10) consolidation among competitors and customers, (11) the ability of the Company to acquire businesses and expand plants, integrate operations of acquired businesses and achieve expected synergies, (12) unanticipated expenditures with respect to environmental, safety and health laws, (13) the performance by customers of their obligations under purchase agreements, (14) the Company’s ability to further develop its sales, marketing and product development capabilities, and (15) the timing and occurrence of events which are beyond the control of the Company, including any expropriation of the Company’s operations, floods and other natural disasters, and events related to asbestos-related claims. It is not possible to foresee or identify all such factors. Any forward looking statements in this document are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. While the Company continually reviews trends and uncertainties affecting the Company’s results of operations and financial condition, the Company does not assume any obligation to update or supplement any particular forward looking statements contained in this news release.

Contacts:O-I, Erin Crandall, 567-336-2355 — Investor Relations

O-I, Stephanie Johnston, 567-336-7199 — Corporate Communications

Copies of O-I news releases are available on the O-I website at www.o-i.com or at www.prnewswire.com.

# # #

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EX-99.2

Exhibit 99.2

Deutsche Bank 2011 Global Industrials and Basic Materials Conference June 15, 2011

1 Management Introduction Ed White Senior Vice President and CFO John Haudrich Vice President, Finance Jason Bissell Director, Investor Relations Regulation G The information included in this presentation regarding adjusted net earnings relates to net earnings attributable to the Company exclusive of items management considers not representative of ongoing operations does not conform to U.S. generally accepted accounting principles (GAAP). It should not be construed as an alternative to the reported results determined in accordance with GAAP. Management has included this non-GAAP information to assist in understanding the comparability of results of ongoing operations. Management uses this non-GAAP information principally for internal reporting, forecasting, budgeting and calculating bonus payments. Further, the information in this presentation regarding free cash flow does not conform to GAAP. Management defines free cash flow as cash provided by operating activities less capital spending (both as determined in accordance with GAAP) and has included this non-GAAP information to assist in understanding the comparability of cash flows. Management uses this non-GAAP information principally for internal reporting, forecasting, and budgeting. Management believes that the non-GAAP presentation allows the board of directors, management, investors and analysts to better understand the Company’s financial performance in relationship to core operating results and the business outlook. Forward Looking Statements This presentation contains "forward looking" statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Forward looking statements reflect the Company's current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward looking statements. It is possible the Company's future financial performance may differ from expectations due to a variety of factors including, but not limited to the following: (1) foreign currency fluctuations relative to the U.S. dollar, (2) changes in capital availability or cost, including interest rate fluctuations, (3) the general political, economic and competitive conditions in markets and countries where the Company has operations, including uncertainties related to the expropriation of the Company’s operations in Venezuela, disruptions in capital markets, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, and changes in tax rates and laws, (4) consumer preferences for alternative forms of packaging, (5) fluctuations in raw material and labor costs, (6) availability of raw materials, (7) costs and availability of energy, including natural gas prices, (8) transportation costs, (9) the ability of the Company to raise selling prices commensurate with energy and other cost increases, (10) consolidation among competitors and customers, (11) the ability of the Company to acquire businesses and expand plants, integrate operations of acquired businesses and achieve expected synergies, (12) unanticipated expenditures with respect to environmental, safety and health laws, (13) the performance by customers of their obligations under purchase agreements, (14) the Company’s ability to further develop its sales, marketing and product development capabilities, and (15) the timing and occurrence of events which are beyond the control of the Company, including any expropriation of the Company’s operations, floods and other natural disasters, and events related to asbestos-related claims. It is not possible to foresee or identify all such factors. Any forward looking statements in this document are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. While the Company continually reviews trends and uncertainties affecting the Company's results of operations and financial condition, the Company does not assume any obligation to update or supplement any particular forward looking statements contained in this presentation. Presentation Note Unless otherwise noted, the information presented in this presentation reflects continuing operations only.

Key Messages 2 Strategy Focused on Organic Growth, Investment to Expand In Profitable Emerging Markets, and Improved Capital Efficiency Long Term Focus on Improved Financial Performance and Greater Free Cash Flow Generation Challenging Market Conditions in Asia Pacific and Higher Manufacturing Costs to Impact Second Quarter Results

3 Owens-Illinois, Inc (NYSE: OI) Global Leader in Glass Containers $6.6 Billion Net Sales in 2010 Broad Geographic Footprint 80 glass plants 159 furnaces 432 glass forming machines Global Enterprise Operating in 21 Countries Based in U.S. but ~ 70% of sales international Competitive Advantages Scale of operations, low cost producer Manufacturing and design expertise Financial flexibility to fund growth Serving a Growing, Global Glass Industry Source of annual glass container growth rates as follows: Euromonitor, China Daily Glass Association, Company Sources. Annual Glass Container Growth Rates

4 Strategic Priorities Drive Value Creation Free cash flow is defined as cash from continuing operations less capital spending from continuing operations. Adjusted earning excludes items that management considers not representative of ongoing operations. For both metrics, data for years 2006 and later exclude the Company’s Venezuelan operations. Years prior to 2006 have not been restated. Improved Financial Performance Priorities: 2006 to 2010 Price Strategy to Repair Margins Strategic Footprint Alignment Reduce Debt and Leverage

5 Priorities to Improve Shareholder Value Drive Organic Growth Improve Top-line Operating Excellence Invest in Profitable Growth Emerging Markets & High Return Projects Healthy Balance Sheet Increased Capital Efficiency Strong Free Cash Flow

6 Largest manufacturer of glass containers in the world Leading positions in Europe, North America, South America and Asia Pacific Leading glass manufacturer in 16 of the 21 countries of operations Sole manufacturer of glass containers in 7 of these countries Drive Organic Growth Global Leader in Glass Packaging Note: Above information for year ending December 31, 2010. O-I North America Regional position #1 $1.9B net sales $275M segment profit 19 plants O-I Europe Regional position #1 $2.7B net sales $324M segment profit 36 plants O-I South America Regional position #1 $1.0B net sales $224M segment profit 13 plants O-I Asia Pacific Regional position #1 $1.0B net sales $141M segment profit 12 plants

7 Trends & Outlook Positive organic volume improvement in 2011 across all major end-use categories Higher production Significant cost inflation leading to implementation of energy surcharges 2H11 Drive Organic Growth Europe Net Sales & Segment Operating Profit Margin Margin is defined as segment operating profit divided by segment sales $3,299 $2,918 $2,746 $3,498 13.7% 11.8% 11.4% 13.1% 2007 2008 2009 2010 Net Sales Margin (1)

8 Drive Organic Growth North America Trends & Outlook Positive 2011 organic growth 2Q11 supply chain challenges Higher production Restarting two idled furnaces Footprint restructuring benefits 1H11 Net Sales & Segment Operating Profit Margin Margin is defined as segment operating profit divided by segment sales $2,271 $2,210 $2,074 $1,879 14.6% 8.4% 13.6% 11.7% 2007 2008 2009 2010 Net Sales Margin (1)

9 Drive Organic Growth Asia Pacific Trends & Outlook O-I #2 glass container company in China Plans for further expansion Beer/wine weakness in Australia/NZ Macro issues: High FX/interest rates Cost curtailment plans under review Net Sales & Segment Operating Profit Margin Margin is defined as segment operating profit divided by segment sales $964 $925 $996 $934 16.9% 14.2% 14.2% 16.5% 2007 2008 2009 2010 Net Sales Margin (1)

10 Drive Organic Growth South America Trends & Outlook High growth continues into 2011 Driven by acquisitions All end-uses positive Brazil strongest market Assessing further expansion Margin is defined as segment operating profit divided by segment sales Net Sales & Segment Operating Profit Margin $706 $791 $689 $975 23.0% 27.9% 21.0% 25.0% 2007 2008 2009 2010 Net Sales Margin (1)

11 (1) Source: Euromonitor, China Daily Glass Association, Company Sources Invest in Profitable Growth Focused Investment in High Growth Regions Asia Pacific 2010 Growth - M&A – 3 plants - 50% JV – 3 plants - Greenfield – 1 furnace South America 2010 Growth - M&A – 4 plants - Greenfield – 2 furnaces Countries with annual glass container growth rates <2%(1) Countries with annual glass container growth rates >2%(1) Indicates plants acquired through 2010 M&A and joint venture Indicates 2010 greenfield furnace addition

Invest in Profitable Growth O-I Acquires Remaining Interest in Brazil O-I Now Owns 100% of Its Brazilian Business Purchased remaining 21% from minority partner of southern Brazil glass container business (Comercio) Purchase price of $140 million ~$10 million of 2010 non-controlling interest ~$18 million of O-I EBITDA equivalent Expected to be accretive to 2011 CIV and Southern Brazil Subsidiary Merged Streamlined corporate legal structure in Brazil 12

Invest in Profitable Growth Recent Refinancing Activity Decreases Interest Expense New $2 billion Credit Agreement $1.1 billion – bank term loans $900 million – revolving credit agreement LIBOR +175 bps 4.0x leverage ratio covenant limit May 2016 maturity Higher-Cost Fixed-Rate Debt Redeemed May 31 – $400M USD Senior Notes June 7 – €225M Senior Notes 2011 net interest expected to be ~$270 million At current FX, debt, and interest levels 13 Debt Maturity (1) 1 As of May 31, 2011, including proforma redemption of 2014 Euro bonds.

14 Increased Capital Efficiency Capital Allocation Focused on Higher Free Cash Flow Free Cash Flow (1) Free cash flow is defined as cash from continuing operations less capital spending from continuing operations. Capital Expenditures $301 $320 $322 $100 $300 ($196) 2006 2007 2008 2009 2010 2011E $340 $407 $500 $350 83% 106% 128% 76% 2008 2009 2010 2011E Capex Capex % D&A

2Q11 Business Update Challenging Market Conditions in Asia Pacific and Higher Manufacturing and Delivery Costs to Impact Second Quarter Results 15 2Q11 vs 2Q10 2Q11 Trends Since Last Conference Call Net Income Adjusted Earnings Benefits of higher YoY volume offset by greater costs Segment Profit Europe No significant changes North America Supply chain and production inefficiencies Incremental manufacturing and delivery costs Asia Pacific Weaker demand in Australia and New Zealand Higher costs due to lower production South America Continued high freight costs to support Brazil growth Non-Operational Corporate and Other Costs Lower than expected other costs, revised estimates: Corporate costs ~ $15 to $20M Non-controlling interest ~ $8 to $10M Effective tax rate 23% to 24% in 2Q11, ~25% full yr Favorable / Unfavorable Impact on Earnings

16 Concluding Comments Drive Organic Growth Volume: + 5 to 10% in 2011 Invest in Profitable Growth Emerging Markets & High Return Projects < 3x Net Debt/EBITDA Increased Capital Efficiency ~ $350M Capex in 2011 ~ $300M Free Cash Flow in 2011

 Appendix 17

Regional Customer Contract Models 18

Historic Net Sales 19 ($ Millions) 2010 2009 2008 2007 Net Sales: Europe $ 2,746 $ 2,918 $ 3,498 $ 3,299 North America 1,879 2,074 2,210 2,271 South America 975 689 791 706 Asia Pacific 996 925 964 934 Reportable segment totals 6,596 6,606 7,463 7,210 Other 37 46 77 92 Net sales $ 6,633 $ 6,652 $ 7,540 $ 7,302

Historic Segment Operating Profit 20 ($ Millions) 2010 2009 2008 2007 Segment Operating Profit Europe $ 324 $ 333 $ 478 $ 433 North America 275 282 185 265 South America 224 145 221 176 Asia Pacific 141 131 163 154 Reportable segment totals 964 891 1,047 1,028 Items excluded from Segment Operating Profit: Retained corporate costs and other (89) (67) (1) (79) Restructuring and asset impairment (13) (207) (133) (100) Acquisition-related fair value inventory adjustments and restructuring, transaction and financing costs (32) Charge for currency remeasurement (18) Charge for asbestos related costs (170) (180) (250) (115) Interest income 13 18 25 37 Interest expense (249) (222) (253) (349) Earnings from continuing operations before income taxes $ 424 $ 215 $ 435 $ 422