UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-9576
O-I GLASS, 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 Michael Owens Way, Perrysburg, Ohio
43551
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (567) 336-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol
Name of each exchange on which registered
Common Stock, par value $.01 per share
OI
New York Stock Exchange
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of common stock, par value $.01, of O-I Glass, Inc. outstanding as of March 31, 2026 was 153,299,563.
Part I — FINANCIAL INFORMATION
Item 1. Financial Statements.
The Condensed Consolidated Financial Statements of O-I Glass, Inc. (the “Company”) presented herein are unaudited but, in the opinion of management, reflect all adjustments necessary to present fairly such information for the periods and at the dates indicated. All adjustments are of a normal recurring nature. Because the following unaudited Condensed Consolidated Financial Statements have been prepared in accordance with Article 10 of Regulation S-X, they do not contain all information and footnotes normally contained in annual consolidated financial statements; accordingly, they should be read in conjunction with the Consolidated Financial Statements and notes thereto appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
1
CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
(Dollars in millions, except per share amounts)(Unaudited)
Three months ended
March 31,
2026
2025
Net sales
$
1,540
1,567
Cost of goods sold
(1,341)
(1,287)
Gross profit
199
280
Selling and administrative expense
(99)
(109)
Research, development and engineering expense
(9)
(13)
Interest expense, net
(79)
(81)
Equity earnings
26
23
Other expense, net
(91)
(82)
Earnings (loss) before income taxes
(53)
18
Provision for income taxes
(18)
(30)
Net loss
(71)
(12)
Net earnings attributable to non-controlling interests
(2)
(4)
Net loss attributable to the Company
(73)
(16)
Basic earnings per share:
(0.48)
(0.10)
Weighted average shares outstanding (thousands)
152,683
153,708
Diluted earnings per share:
Weighted average diluted shares outstanding (thousands)
See accompanying notes.
2
CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
(Unaudited)
Other comprehensive income (loss):
Foreign currency translation adjustments
97
Pension and other postretirement benefit adjustments, net of tax
8
(3)
Change in fair value of derivative instruments, net of tax
34
(28)
Other comprehensive income
65
66
Total comprehensive income (loss)
(6)
54
Comprehensive income attributable to non-controlling interests
(5)
Comprehensive income (loss) attributable to the Company
(11)
45
3
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31,
Assets
Current assets:
Cash and cash equivalents
317
759
424
Trade receivables, net of allowance of $32 million, $31 million, and $32 million at March 31, 2026, December 31, 2025 and March 31, 2025
805
601
758
Inventories
1,003
1,002
985
Prepaid expenses and other current assets
259
239
224
Total current assets
2,384
2,601
2,391
Property, plant and equipment, net
3,420
3,447
3,381
Goodwill
1,469
1,487
1,365
Intangibles, net
181
188
193
Other assets
1,496
1,520
1,399
Total assets
8,950
9,243
8,729
Liabilities and share owners’ equity
Current liabilities:
Accounts payable
1,057
1,201
1,026
Short-term loans and long-term debt due within one year
160
162
226
Other liabilities
677
726
679
Total current liabilities
1,894
2,089
1,931
Long-term debt
4,800
4,837
4,786
Other long-term liabilities
824
872
763
Share owners' equity
1,432
1,445
1,249
Total liabilities and share owners’ equity
4
CONDENSED CONSOLIDATED CASH FLOWS
Three months ended March 31,
Cash flows from operating activities:
Non-cash charges (credits)
Depreciation and amortization
119
118
Pension expense
9
7
Stock-based compensation expense
5
Restructuring, asset impairment and related charges
38
82
Legacy environmental charge
(Gain) loss on sale of joint venture and miscellaneous assets
46
Cash payments
Pension contributions
(10)
(7)
Cash paid for restructuring activities
(35)
Change in components of working capital
(376)
(314)
Other, net (a)
(19)
Cash utilized in operating activities
(294)
(171)
Cash flows from investing activities:
Cash payments for property, plant and equipment
(142)
(135)
Net cash proceeds on sale of joint venture and miscellaneous assets
13
Net cash proceeds (payments) from hedging activities
Cash utilized in investing activities
(139)
(120)
Cash flows from financing activities:
Additions to long-term debt
362
Repayments of long-term debt
(27)
(387)
Increase (decrease) in short-term loans
(1)
Shares repurchased
Other, net(b)
Cash utilized in financing activities
(33)
Effect of exchange rate fluctuations on cash
10
14
Change in cash
(442)
(310)
Cash at beginning of period
734
Cash at end of period
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Tabular data dollars in millions, except per share amounts
1. Segment Information
The Company has two reportable segments and two operating segments based on its geographic locations: the Americas and Europe. These two segments are aligned with the Company’s internal approach to managing, reporting, and evaluating performance of its global glass operations. Certain assets and activities not directly related to one of the segments or to glass manufacturing are reported within Retained corporate costs and other. These include licensing, equipment manufacturing, global engineering, certain equity investments and certain minor businesses in the Asia Pacific region. Retained corporate costs and other also includes certain headquarters administrative and facilities costs and certain incentive compensation and other benefit plan costs that are global in nature and are not allocable to the reportable segments.
The Company’s measure of profit for its reportable segments is segment operating profit, which is a non-GAAP financial measure that consists of consolidated earnings before interest income, interest expense, and provision for income taxes and excludes amounts related to certain items that management considers not representative of ongoing operations and other adjustments, as well as certain retained corporate costs. The Company’s management, including the chief operating decision maker (defined as the Chief Executive Officer), uses segment operating profit, supplemented by net sales and selected cash flow information, to evaluate segment performance and allocate resources. Segment operating profit for reportable 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. Segment operating profit is not a recognized term under accounting principles generally accepted in the United States (“U.S. GAAP”) and, therefore, does not purport to be an alternative to earnings (loss) before income taxes. Further, the Company’s measure of segment operating profit may not be comparable to similarly titled measures used by other companies.
In accordance with ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” the Company has disclosed significant segment expenses reviewed by its chief operating decision maker. Other segment expenses (income) includes intangible amortization expense (Americas only), foreign currency exchange gains or losses, certain overhead expenses and other gains or losses.
6
Financial information for the three months ended March 31, 2026 and 2025 regarding the Company’s reportable segments is as follows, as well as a reconciliation of segment operating profit to earnings (loss) before income taxes:
Americas
Europe
Total
Reportable segment net sales
871
655
1,526
873
667
Other
27
Net Sales
Less:
706
622
703
558
Selling, administrative, engineering and research and development expenses
36
39
43
(20)
Other segment expenses (income)
Segment operating profit
142
—
141
68
209
Items excluded from segment operating profit:
Reconciliation of segment operating profit
Retained corporate costs and other
(32)
Restructuring, asset impairment and other charges
(38)
Gain (loss) on sale of joint venture and miscellaneous assets
(46)
As of March 31,
Reportable
Retained
Consoli-
Segment
Corp Costs
dated
Totals
and Other
Total assets:
4,757
3,873
8,630
320
4,707
3,682
8,389
340
Equity investments:
474
213
687
33
720
456
649
683
Equity earnings:
20
19
Capital expenditures:
76
62
72
134
135
Depreciation and amortization expense:
71
42
113
116
73
37
110
115
The Company’s tangible long-lived assets, including property, plant and equipment and operating lease right-of-use assets, by geographic region are as follows:
U.S.
Non-U.S.
774
2,829
3,603
897
2,689
3,586
The Company’s net sales by geographic region are as follows:
407
1,133
441
1,126
Operations outside the U.S. that accounted for 10% or more of consolidated net sales during the three months ended March 31, 2026 and 2025 were in France (2026-12%, 2025-14%), Italy (2026-12%, 2025-12%), and Mexico (2026-13%, 2025-13%).
2. Revenue
Revenue is recognized at a point in time when obligations under the terms of the Company’s contracts and related purchase orders with its customers are satisfied. This occurs with the transfer of control of glass containers, which primarily takes place when products are shipped from the Company’s manufacturing or warehousing facilities to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods, which includes estimated provisions for rebates, discounts, returns and allowances. Amounts billed to customers related to shipping and handling or other pass-through items are included in net sales in the Condensed Consolidated Results of Operations. Sales, value-added, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company’s payment terms are based on customary business practices and can vary by customer type. The term between invoicing and when payment is due is not significant. Also, the Company elected to account for shipping and handling costs as a fulfillment cost at the time of shipment.
For the three-month periods ended March 31, 2026 and 2025, the Company had no material bad debt expense, and there were no material contract assets, contract liabilities or deferred contract costs recorded in the Condensed Consolidated Balance Sheets. For the three-month periods ended March 31, 2026 and 2025, revenue recognized from prior periods was not material.
The following tables for the three months ended March 31, 2026 and 2025 disaggregate the Company’s revenue by customer end use:
Three months ended March 31, 2026
Alcoholic beverages (beer, wine, spirits)
465
464
929
Food and other
357
Non-alcoholic beverages
167
240
Reportable segment totals
Three months ended March 31, 2025
503
481
984
217
111
328
153
75
228
3. Credit Losses
The Company is exposed to credit losses primarily through its sales of glass containers to customers. The Company’s trade receivables from customers are due within one year or less. The Company assesses each customer’s ability to pay for the glass containers it sells to them by conducting a credit review. The credit review considers the expected billing exposure and timing for payment and the customer’s established credit rating or the Company’s assessment of the customer’s creditworthiness, based on an analysis of their financial statements when a credit rating is not available. The Company also considers contract terms and conditions, country and political risk, and business strategy in its evaluation. A credit limit is established for each customer based on the outcome of this review. The Company may require collateralized asset support or a prepayment to mitigate credit risk. The Company monitors its ongoing credit exposure through the active review of customer balances against contract terms and due dates, including timely account reconciliation, dispute resolution and payment confirmation. The Company may employ collection agencies and legal counsel to pursue the recovery of defaulted receivables.
At March 31, 2026 and 2025, the Company reported $805 million and $758 million of accounts receivable, respectively, net of allowances of $32 million and $32 million, respectively. Changes in the allowance were not material for each of the three months ended March 31, 2026 and 2025.
4. Inventories
Major classes of inventory at March 31, 2026, December 31, 2025 and March 31, 2025 are as follows:
Finished goods
781
747
Raw materials
157
182
Operating supplies
41
50
5. Derivative Instruments
The Company has certain derivative assets and liabilities which consist of natural gas forwards and collars, foreign exchange option and forward contracts, interest rate swaps and cross-currency swaps. The valuation of these instruments is determined primarily using the income approach, including discounted cash flow analysis on the expected cash flows of each derivative. Natural gas prices, foreign exchange rates and interest rates are the significant inputs into the valuation models. The Company also evaluates counterparty risk in determining fair values. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. Estimates of the fair value of foreign currency and commodity derivative instruments are determined using exchange traded prices and rates. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. These inputs
are observable in active markets over the terms of the instruments the Company holds, and accordingly, the Company classifies its derivative assets and liabilities as Level 2 in the hierarchy.
Commodity Forward Contracts and Collars Designated as Cash Flow Hedges
The Company has entered into commodity forward contracts and collars related to forecasted natural gas requirements, the objective of which are to limit the effects of fluctuations in future market prices of natural gas and the related volatility in cash flows.
An unrecognized loss of $7 million and $0 at March 31, 2026 and December 31, 2025, respectively, and an unrecognized gain of $1 million at March 31, 2025 related to the commodity forward contracts and collars was included in Accumulated other comprehensive income (loss) (“Accumulated OCI”), and will be reclassified into earnings over the next 12 months.
Cash Flow Hedges of Foreign Exchange Risk
The Company has variable-interest rate borrowings denominated in currencies other than the functional currency of the borrowing subsidiaries. As a result, the Company is exposed to fluctuations in the currency of the borrowing against the subsidiaries’ functional currency. The Company uses derivatives to manage these exposures and designates these derivatives as cash flow hedges of foreign exchange risk.
No unrecognized gains related to cross-currency swaps were included in Accumulated OCI at March 31, 2026, December 31, 2025 and March 31, 2025.
Fair Value Hedges of Foreign Exchange Risk
The Company has fixed and variable interest rate borrowings denominated in currencies other than the functional currency of the borrowing subsidiaries. As a result, the Company is exposed to fluctuations in the currency of the borrowing against the subsidiaries’ functional currency. The Company uses derivatives to manage these exposures and designates these derivatives as fair value hedges of foreign exchange risk. Approximately $5 million, $1 million and $2 million of the components were excluded from the assessment of effectiveness and are included in Accumulated OCI at March 31, 2026, December 31, 2025 and March 31, 2025, respectively.
Net Investment Hedges
The Company is exposed to fluctuations in foreign exchange rates on investments it holds in non-U.S. subsidiaries and uses cross-currency swaps to partially hedge this exposure.
Foreign Exchange Derivative Contracts Not Designated as Hedging Instruments
The Company uses short-term forward exchange or option agreements to purchase foreign currencies at set rates in the future. These agreements are used to limit exposure to fluctuations in foreign currency exchange rates for significant planned purchases of fixed assets or commodities that are denominated in currencies other than the subsidiaries’ functional currency. The Company also uses foreign exchange agreements to offset the foreign currency exchange rate risk for receivables and payables, including intercompany receivables, payables, and loans, not denominated in, or indexed to, their functional currencies.
Balance Sheet Classification
The following table shows the amount and classification (as noted above) of the Company’s derivatives at March 31, 2026, December 31, 2025 and March 31, 2025:
Fair Value of
Hedge Assets
Hedge Liabilities
Derivatives designated as hedging instruments:
Commodity forward contracts and collars (a)
Fair value hedges of foreign exchange risk (b)
64
78
90
Net investment hedges (c)
11
174
207
Total derivatives accounted for as hedges
32
12
15
287
165
Derivatives not designated as hedges:
Foreign exchange derivative contracts (d)
Total derivatives
25
246
178
Current
22
67
60
Noncurrent
-
179
216
Gain (Loss) Recognized in OCI (Effective Portion)
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) (1)
Three months ended March 31
Cash Flow Hedges
Net Investment Hedges (b)
(37)
35
(31)
Amount of Gain (Loss) Recognized in Other expense, net
Foreign exchange derivative contracts
(1) Gains and losses reclassified from Accumulated OCI and recognized in income are recorded to (a) cost of goods sold or (b) interest expense, net.
6. Restructuring Accruals
Selected information related to the restructuring accruals for the three months ended March 31, 2026 and 2025 is as follows:
Fit to Win program
Employee
Asset
Costs
Impairment
Exit Costs
Restructuring
Balance at January 1, 2026
70
183
Charges
Net cash paid, principally severance and related benefits
(25)
Other, including foreign exchange translation
Balance at March 31, 2026
Other Restructuring
Balance at January 1, 2025
51
80
Write-down of assets to net realizable value
(14)
(23)
Balance at March 31, 2025
120
When a decision is made to take restructuring actions, the Company manages and accounts for them programmatically apart from the ongoing operations of the business. Information related to major programs is presented separately, while minor initiatives are presented on a combined basis.
As of March 31, 2026, the Company’s only major restructuring program was the Fit to Win initiative, which is expected to reduce redundant production capacity and begin to optimize the network, as well as streamline other cost areas, such as selling, general and administrative expenses. Details regarding charges, payments and other changes to the Fit to Win restructuring accruals are presented in the tables above. The Fit to Win initiative is expected to last at
least through 2026, but management does not yet have an estimate for the total restructuring charges to be incurred with this program.
For the three months ended March 31, 2026, the Company recorded restructuring, asset impairment and other charges of approximately $38 million to Other expense, net in the Condensed Consolidated Results of Operations, all of which related to the Fit to Win program. These charges consisted of employee costs, such as severance and benefit-related costs, write-down of assets and other exit costs in the Americas segment ($3 million), Europe segment ($31 million) and Retained corporate costs and other ($4 million). As of March 31, 2026, the Company has incurred cumulative charges of approximately $684 million related to the Fit to Win program. Additional restructuring charges are expected in future quarters when management completes its assessment to reduce redundant production capacity and streamline costs. The Company expects that the majority of the remaining cash expenditures related to the accrued employee and other exit costs will be paid out over the next several years.
For the three months ended March 31, 2025, the Company recorded restructuring, asset impairment and other charges of approximately $82 million to Other expense, net in the Condensed Consolidated Results of Operations, all of which related to the Fit to Win program. These charges consisted of employee costs, such as severance and benefit-related costs, write-down of assets and other exit costs in the Americas segment ($6 million), Europe segment ($52 million) and Retained corporate costs and other ($24 million). As of March 31, 2025, the Company had incurred cumulative charges of approximately $283 million related to the Fit to Win program.
The Company’s decisions to curtail selected production capacity have resulted in write-downs of certain long-lived assets to the extent their carrying value exceeded fair value or fair value less cost to sell. The Company classified the significant assumptions used to determine the fair value of the impaired assets in the period that the measurement was taken as Level 3 (third-party appraisals, where applicable) in the fair value hierarchy as set forth in the general accounting principles for fair value measurements. For the asset impairments recorded during the three-months ended March 31, 2026, the remaining carrying value of the impaired assets was approximately $0.
7. Pension Benefit Plans
The components of the net periodic pension cost for the three months ended March 31, 2026 and 2025 are as follows:
Service cost
Interest cost
Expected asset return
(8)
Amortization of actuarial loss
Net periodic pension cost
The components of pension expense, other than the service cost component, are included in Other expense, net in the Condensed Consolidated Results of Operations.
8. Income Taxes
The Company calculates its interim tax provision using the estimated annual effective tax rate (“EAETR”) methodology in accordance with ASC 740-270. The EAETR is applied to the year-to-date ordinary income, exclusive of discrete items. The tax effects of discrete items are then included to arrive at the total reported interim tax provision. The determination of the EAETR is based upon a number of estimates, including the estimated annual pretax ordinary income or loss in each tax jurisdiction in which the Company operates. The tax effects of discrete items are recognized in the tax provision in the quarter they occur, in accordance with U.S. GAAP. Depending on various factors, such as the item’s significance in relation to total income and the rate of tax applicable in the jurisdiction to which it relates, discrete items in any quarter can materially impact the reported effective tax rate. The Company’s annual effective tax rate may be affected by the mix of earnings in the U.S. and foreign jurisdictions, and factors such as changes in tax laws, tax rates
or regulations, changes in business, changing interpretation of existing tax laws or regulations and the finalization of tax audits and reviews, as well as other factors. As such, there can be significant volatility in interim tax provisions. The annual effective tax rate differs from the statutory U.S. Federal tax rate of 21%, primarily because of varying non-U.S. tax rates and the impact of the U.S. valuation allowance.
The Company is currently under income tax examination in various tax jurisdictions in which it operates, including Brazil, Canada, Colombia, Italy, Peru, Poland and the U.S. The years under examination range from 2004 through 2023. The Company has received tax assessments in excess of established reserves. The Company is contesting these tax assessments, and will continue to do so, including pursuing all available remedies, such as appeals and litigation, if necessary. The Company believes that adequate provisions for all income tax uncertainties have been made. However, if tax assessments are settled against the Company at amounts in excess of established reserves, it could have a material impact on the Company’s consolidated results of operations, financial position or cash flows. Due to uncertainties regarding the ultimate resolution of income tax examinations, the Company is not able to reasonably estimate any tax assessments that may be settled at amounts in excess of established reserves in future periods, or the future periods in which any income tax payments to settle these provisions for income tax uncertainties.
9. Debt
The following table summarizes the long-term debt of the Company at March 31, 2026, December 31, 2025, and March 31, 2025:
Secured Credit Agreement:
Revolving Credit Facility:
Revolving Loans
Term Loans:
Term Loans A
792
799
Term Loans B
642
643
Previous Secured Credit Agreement:
185
1,338
Senior Notes:
6.625%, due 2027
611
610
609
6.250%, due 2028 (€600 million)
684
700
645
5.250%, due 2029 (€500 million)
568
581
535
4.750%, due 2030
398
397
7.250%, due 2031
7.375%, due 2032
297
296
Finance leases
161
192
Total long-term debt
4,864
4,903
4,889
Less amounts due within one year
103
The Company presents debt issuance costs in the Condensed Consolidated Balance Sheets as a deduction of the carrying amount of the related debt liability.
On September 30, 2025, certain of the Company’s subsidiaries entered into an Amended and Restated Credit Agreement and Syndicated Facility Agreement (the “Credit Agreement”), which refinanced in full the previous credit agreement. The Credit Agreement provides for up to $2.7 billion of borrowings pursuant to term loans A, term loans B and a revolving credit facility. The term loans A mature, and the revolving credit facility terminates, in September 2030, and the term loans B mature in September 2032; provided, however, that if any of the senior notes issued by certain subsidiaries of the Company are outstanding on the date that is 91 days prior to the maturity date for such senior notes (any such date, a “Springing Maturity Date”), then the term loans A, the revolving credit facility and the term loans B will mature and terminate, as applicable, on such Springing Maturity Date. Borrowings under the Credit Agreement are secured by certain collateral of the Company and certain of its subsidiaries.
At March 31, 2026, the Credit Agreement includes a $1.25 billion multicurrency revolving credit facility, the U.S. dollar equivalent of $800 million in term loan A facilities ($792 million outstanding balance at March 31, 2026, net of debt issuance costs) and $650 million in term loan B facilities ($642 million outstanding balance at March 31, 2026, net of debt issuance costs). At March 31, 2026, the Company’s subsidiaries that are party to the Credit Agreement had unused credit of $1.24 billion available under the revolving credit facilities as part of the Credit Agreement. The weighted average interest rate on borrowings outstanding under the Credit Agreement at March 31, 2026 was 5.36%.
The Credit Agreement contains various covenants that restrict, among other things and subject to certain exceptions, the ability of the Company to incur certain indebtedness and liens, make certain investments, become liable under contingent obligations in certain defined instances only, make restricted payments, make certain asset sales within guidelines and limits, engage in certain affiliate transactions, participate in sale and leaseback financing arrangements, alter its fundamental business, and amend certain subordinated debt obligations.
The Credit Agreement also contains one financial maintenance covenant, a Secured Leverage Ratio, for the benefit of lenders under the term loans A and the revolving credit facility (and, following an acceleration of the term loans A and the revolving credit facility, for the benefit of the lenders under the term loans B) that requires the Company and certain of its subsidiaries, collectively, not to exceed a ratio of 2.50x calculated by dividing consolidated Net Indebtedness that is then secured by Liens on property or assets of the Company and certain of its subsidiaries by Consolidated EBITDA, as each such capitalized term is defined in the Credit Agreement. The Secured Leverage Ratio could restrict the ability of the Company and certain of its subsidiaries to undertake additional financing or acquisitions to the extent that such financing or acquisitions would cause the Secured Leverage Ratio to exceed the specified maximum.
Failure to comply with these covenants and restrictions could result in an event of default under the Credit Agreement. In such an event, the applicable borrowers under the Credit Agreement would not be able to request borrowings under the revolving credit facility, and all amounts outstanding under the Credit Agreement, together with accrued interest, could then be declared immediately due and payable. Upon the occurrence and for the duration of a payment event of default, an additional default interest rate equal to 2.0% per annum will apply to all overdue obligations under the Credit Agreement. If an event of default occurs under the Credit Agreement and the lenders cause all of the outstanding debt obligations under the Credit Agreement to become due and payable, this could 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. As of March 31, 2026, the Company was in compliance with all covenants and restrictions in the Credit Agreement. In addition, the Company believes that it will remain in compliance for the term of the Credit Agreement and that its ability to borrow additional funds under the Credit Agreement will not be adversely affected by the covenants and restrictions.
The Total Leverage Ratio (as defined in the Credit Agreement) determines pricing under the Credit Agreement for the Term Loans A and the revolving credit facility. The interest rate on borrowings under the Credit Agreement is, at the option of the applicable borrower, the Base Rate, Term SOFR or, for non-U.S. Dollar borrowings only, the Eurocurrency Rate (each such capitalized term as defined in the Credit Agreement), plus an applicable margin. The applicable margin, for the Term Loans A and the revolving credit facility, ranges from 1.00% to 1.75% for Term SOFR loans and Eurocurrency Rate loans and from 0.00% to 0.75% for Base Rate loans. The applicable margin, for the Term Loans B, is 3.00% for Term SOFR loans. In addition, a commitment fee is payable on the unused revolving credit facility commitments ranging from 0.20% to 0.35% per annum, depending on the Total Leverage Ratio.
Obligations under the Credit Agreement are secured by substantially all of the assets, excluding real estate and certain other excluded assets, of certain of the Company’s domestic subsidiaries and certain foreign subsidiaries. Such obligations are also secured by a pledge of intercompany debt and equity investments in certain of the Company’s domestic subsidiaries and, in the case of foreign obligations, of stock of certain foreign subsidiaries. All obligations under the Credit Agreement are guaranteed by certain domestic subsidiaries of the Company, and certain foreign obligations under the Credit Agreement are guaranteed by certain foreign subsidiaries of the Company.
The Company assesses its capital raising and refinancing needs on an ongoing basis and may enter into additional credit facilities and seek to issue equity and/or debt securities in the domestic and international capital markets if market conditions are favorable. Also, depending on market conditions, the Company may elect to repurchase portions of its debt securities in the open market.
The carrying amounts reported for certain long-term debt obligations subject to frequently redetermined interest rates approximate fair value. Fair values for the Company’s significant fixed rate debt obligations are based on published market quotations and are classified as Level 1 in the fair value hierarchy. Fair values at March 31, 2026 of the Company’s significant fixed rate debt obligations are as follows:
Principal
Indicated Market
Amount
Price
Fair Value
612
100.18
613
688
100.38
691
574
98.87
400
93.24
373
690
95.68
660
300
94.48
283
10. Contingencies
The Company has been identified by the U.S. Environmental Protection Agency (“EPA”) or a comparable state or federal agency as a potentially responsible party (“PRP”) at a number of sites in the U.S., including certain Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) (Superfund) sites, as well as sites previously owned or operated by the Company. As an identified PRP, the Company may have liability for investigation, remediation and monitoring of contamination, as well as associated penalties and natural resource damages, if any. The Company has not had monetary sanctions imposed nor has the Company been notified of any potential monetary sanctions at any of the sites.
The Company has recorded aggregate accruals of approximately $21 million, $21 million and $38 million (undiscounted) as of March 31, 2026, December 31, 2025 and March 31, 2025, respectively, for estimated future remediation and monitoring costs at these sites. Although the Company believes its accruals are adequate to cover its portion of future remediation and monitoring costs, there can be no assurance that the ultimate payments will not exceed the amount of the Company’s accruals and will not have a material effect on its results of operations, financial position and cash flows.
As part of the above, from December 31, 1956 through June 1967, the Company, via a wholly-owned subsidiary, owned and operated a paper mill located on the shore of the Cuyahoga River in Ohio, which is now part of the Cuyahoga Valley National Park that is managed by the National Park Service (“NPS”). The Company and the United States had been engaged in litigation regarding the site in the U.S. District Court for the Northern District of Ohio (Akron), with the United States claiming that the Company should pay $50 million as a remedy for certain soils at the site as well as its past and anticipated future costs. In 2024, the Company recorded charges of $11 million as its best estimate of this liability. In the first quarter of 2025, the Company and the NPS reached a tentative settlement, and the Company recorded a charge of approximately $4 million to Other expense, net in the Condensed Consolidated Results of
16
Operations to augment its previous accrual balance related to this matter. In the third quarter of 2025, the consent order between the parties was approved by the U.S. District Court, and the Company paid $16.5 million to resolve this matter.
The Company is being investigated by authorities in France for alleged anti-competitive conduct in that country. To date, the French authorities have not officially charged O-I’s business in that country with any violations of competition law. With regard to the above, the Company is committed to compliance with laws in the jurisdictions it operates and maintains policies and procedures regarding competition law. If the authorities in France find that the Company or any of its subsidiaries or joint ventures violated competition law, they could levy fines, which amounts could be material. At this stage, the Company is unable to predict the ultimate outcome of the investigations, and any potential loss cannot be estimated.
Other litigation is pending against the Company, in some cases involving ordinary and routine claims incidental to the business of the Company and in others presenting allegations that are non-routine and involve compensatory, punitive or treble damage claims as well as other types of relief. The Company records a liability for such matters when it is both probable that the liability has been incurred and the amount of the liability can be reasonably estimated. Recorded amounts are reviewed and adjusted to reflect changes in the factors upon which the estimates are based, including additional information, negotiations, settlements and other events.
11. Share Owners’ Equity
The activity in share owners’ equity for the three months ended March 31, 2026 and 2025 is as follows:
Share Owners’ Equity of the Company
Accumulated
Capital in
Non-
Total Share
Common
Excess of
Treasury
Comprehensive
controlling
Owners'
Stock
Par Value
Earnings
Loss
Interests
Equity
Balance on January 1, 2026
3,031
(667)
548
(1,620)
151
Reissuance of common stock (0.2 million shares)
Shares repurchased (0.6 million shares)
Stock compensation (0.8 million shares)
Balance on March 31, 2026
3,024
475
(1,558)
156
17
Balance on January 1, 2025
3,053
(677)
676
(1,975)
126
1,205
Shares repurchased (0.9 million shares)
Stock compensation (1.3 million shares)
61
Balance on March 31, 2025
3,045
(679)
(1,914)
During the three months ended March 31, 2026, the Company purchased 644,257 shares of its common stock for approximately $10 million. The share purchases were made pursuant to a $100 million anti-dilutive share repurchase program authorized by the Company’s Board of Directors on May 14, 2024, which is intended to offset stock-based compensation provided to the Company’s directors, officers, and employees. Approximately $30 million remained available for purchases under this program as of March 31, 2026.
The Company has 250,000,000 shares of common stock authorized with a par value of $.01 per share. Shares outstanding are as follows:
Shares Outstanding (in thousands)
Shares of common stock issued (including treasury shares)
184,057
183,531
185,824
Treasury shares
30,757
30,558
31,141
12. Accumulated Other Comprehensive Loss
The activity in accumulated other comprehensive loss for the three months ended March 31, 2026 and 2025 is as follows:
Net Effect of
Change in Certain
Exchange Rate
Derivative
Fluctuations
Instruments
Benefit Plans
(1,019)
(119)
(482)
Change before reclassifications
Amounts reclassified from accumulated other comprehensive income (loss)
(a)
(b)
Translation effect
Tax effect
Other comprehensive income (loss) attributable to the Company
(999)
(85)
(474)
(1,435)
(526)
92
(1,343)
(42)
(529)
13. Other Expense, Net
Other expense, net for the three months ended March 31, 2026 and 2025 included the following:
Legacy environmental charge (see Note 10)
Intangible amortization expense
Foreign currency exchange loss
Royalty income
Other income (expense)
In the first quarter of 2026, the Company recorded pre-tax losses of approximately $46 million, primarily related to the sale of its share of a joint venture in the former Asia Pacific region. In the first quarter of 2025, the Company recorded pre-tax gains of approximately $6 million on the sale of land and buildings of a previously closed plant in the Americas.
14. Earnings (Loss) Per Share
The following table sets forth the computation of basic and diluted earnings (loss) per share for the three months ended March 31, 2026 and 2025:
Numerator:
Denominator (in thousands):
Denominator for basic earnings per share-weighted average shares outstanding
Effect of dilutive securities:
Stock options and other
Denominator for diluted earnings per share-adjusted weighted average shares outstanding
Basic earnings (loss) per share:
Diluted earnings (loss) per share:
The diluted earnings (loss) per share computation for the three months ended March 31, 2026 and 2025 excludes 522,260 and 703,796 weighted average shares of common stock, respectively, due to their antidilutive effect, which includes unvested restricted stock units and performance vested restricted share units. For the three months ended March 31, 2026 and 2025, diluted earnings (loss) per share of common stock was equal to basic loss per share of common stock due to the net loss attributable to the Company.
15. Supplemental Cash Flow Information
Income taxes paid in cash were as follows:
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Total income taxes paid in cash
Interest paid in cash for the three months ended March 31, 2026 and 2025 was $49 million and $56 million, respectively.
The Company uses various factoring programs to sell certain trade receivables to financial institutions as part of managing its cash flows. Sales of trade receivables are accounted for in accordance with ASC Topic 860, Transfers and Servicing. Trade receivables sold under the factoring programs are transferred without recourse to the Company and accounted for as true sales and, therefore, are excluded from Trade receivables, net in the Condensed Consolidated Balance Sheets. At March 31, 2026, December 31, 2025 and March 31, 2025, the total amount of trade receivables sold by the Company was $438 million, $531 million, and $504 million, respectively. These amounts included $167 million, $159 million and $180 million at March 31, 2026, December 31, 2025, and March 31, 2025, respectively, for trade receivable amounts factored under supply-chain financing programs linked to commercial arrangements with key customers. The Company is the master servicer for the factoring programs that are not associated with key customers and is responsible for administering and collecting receivables.
The Company’s use of its accounts receivable factoring programs resulted in an increase to cash utilized in operating activities of approximately $93 million and $31 million for the three months ended March 31, 2026 and March 31, 2025, respectively. For the three months ended March 31, 2026 and 2025, the Company recorded expenses related to these factoring programs of approximately $4 million and $5 million, respectively.
In addition, the Company has agreements with third-party administrators that allow participating vendors to track the Company’s payments and, if voluntarily elected by the vendor, to sell payment obligations from the Company to financial institutions as part of a Supply Chain Financing (“SCF”) Program.
The Company’s outstanding obligations under the SCF Program are as follows:
Confirmed obligations outstanding at the beginning of the period
69
Invoices confirmed during the period
74
Confirmed invoices paid during the period
(80)
(92)
Confirmed obligations outstanding at the end of the period
63
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The Company’s measure of profit for its reportable segments is segment operating profit, which consists of consolidated earnings (loss) before interest expense, net and provision for income taxes and excludes amounts related to certain items that management considers not representative of ongoing operations and other adjustments, as well as certain retained corporate costs. The segment data presented below is prepared in accordance with general accounting principles for segment reporting. The lines titled “reportable segment totals” in both net sales and segment operating profit, however, are non-GAAP measures when presented outside of the financial statement footnotes. Management has included reportable segment totals below to facilitate the discussion and analysis of financial condition and results of operations and believes this information allows the Board of Directors, management, investors and analysts to better understand the Company’s financial performance. The Company’s management, including the chief operating decision maker (defined as the Chief Executive Officer), uses segment operating profit, supplemented by net sales and selected cash flow information, to evaluate segment performance and allocate resources. Segment operating profit is not, however, intended as an alternative measure of operating results as determined in accordance with U.S. GAAP and is not necessarily comparable to similarly titled measures used by other companies.
Financial information for the three months ended March 31, 2026 and 2025 regarding the Company’s reportable segments is as follows (dollars in millions):
Net Sales:
30
79
81
Note: All amounts excluded from reportable segment totals are discussed in the following applicable sections.
Executive Overview — Quarters ended March 31, 2026 and 2025
Net sales in the first quarter of 2026 decreased $27 million, or approximately 2%, compared to the same period in the prior year, primarily due to the impact from lower sales volumes and lower average selling prices, partially offset by favorable foreign currency translation.
Loss before income taxes changed by $71 million in the first quarter of 2026 compared to earnings before income taxes in the same quarter in 2025. This change was primarily due to lower segment operating profit in Europe.
Segment operating profit of reportable segments in the first quarter of 2026 was $67 million lower compared to the same period in the prior year, primarily due to lower net prices (net of cost inflation) and lower sales volumes, partially offset by slightly lower operating costs and the favorable impact of foreign currency translation. Operating costs were favorably impacted by benefits from the Company’s Fit to Win initiatives, partially offset by temporary production curtailments and several external disruptions in the Americas, temporary expenses associated with plant closures in Europe and the nonrecurrence of an insurance settlement in the first quarter of 2025.
Net interest expense in the first quarter of 2026 decreased $2 million compared to the first quarter of 2025.
In the first quarter of 2026, the Company recorded net loss attributable to the Company of $73 million, or $0.48 per share, compared to a net loss attributable to the Company of $16 million, or $0.10 per share, in the first quarter of 2025. As discussed below, net loss attributable to the Company in 2026 and 2025 included items that management considers not representative of ongoing operations and other adjustments. These items increased net loss attributable to the Company by $81 million, or $0.53 per share, in the first quarter of 2026 and increased net loss attributable to the Company by $79 million, or $0.50 per share, in the first quarter of 2025.
Results of Operations — First Quarter of 2026 Compared with First Quarter of 2025
The Company’s net sales in the first quarter of 2026 were $1,540 million compared with $1,567 million in the first quarter of 2025, a decrease of $27 million, or approximately 2%. Average selling prices declined, which decreased net sales by $13 million in the first quarter of 2026. Glass container shipments, in tons, were down approximately 9% in the first quarter of 2026 (down approximately 8% excluding the impact of a divestiture), which decreased net sales by approximately $131 million compared to the same period in the prior year. The Company believes that several factors contributed to lower volumes in the first quarter of 2026, including softer demand in the beer, wine and spirits categories, tougher comparisons as the first quarter of 2025 likely benefitted from higher demand ahead of new U.S. tariffs and competitive pressures, primarily in Europe. Favorable foreign currency exchange rates increased net sales by $130 million in the first quarter of 2026 compared to the same period in the prior year. Other sales were approximately $13 million lower in the first quarter of 2026 than in the same quarter in the prior year, driven by the divestiture of a plant in the fourth quarter of 2025 in the former Asia Pacific region.
The change in net sales of reportable segments can be summarized as follows (dollars in millions):
Reportable segment net sales - 2025
Sales volume and mix
(131)
Effects of changing foreign currency rates
130
Total effect on reportable segment net sales
Reportable segment net sales - 2026
Americas: Net sales in the Americas in the first quarter of 2026 were $871 million compared to $873 million in the first quarter of 2025, a decrease of $2 million, or less than 1%. Higher selling prices in the region increased net sales by $23 million in the first quarter of 2026. Glass container shipments were approximately 9% lower in the first quarter of 2026, which decreased net sales by approximately $82 million, due to challenging prior year comparisons and soft
demand in the beer and wine categories and ongoing customer inventory adjustments in spirits. Sales trends were more stable in the food and non-alcoholic beverage categories. Sales volumes in the first quarter of 2026 throughout the segment were down in North America and Mexico and up in South America compared to the first quarter of 2025. The favorable effects of foreign currency exchange rate changes increased net sales by $57 million in the first quarter of 2026 compared to the same period in 2025, as the Brazilian Real, Colombian Peso and Mexican Peso strengthened compared to the U.S. dollar.
Europe: Net sales in Europe in the first quarter of 2026 were $655 million compared to $667 million in the first quarter of 2025, a decrease of $12 million, or approximately 2%. Lower average selling prices in Europe decreased net sales by $36 million in the first quarter of 2026. Glass container shipments decreased by approximately 7% in the first quarter of 2026, which decreased net sales by approximately $49 million. The Company believes that net sales in the first quarter of 2026 were adversely impacted by competitive price pressure in select markets and tougher comparisons, as the first quarter of 2025 likely benefitted from higher demand ahead of new U.S. tariffs. Lower shipments were most pronounced to wine customers across Southern Europe. Favorable effects of foreign currency exchange rate changes increased net sales by $73 million in the first quarter of 2026 compared to the same period in the prior year, as the Euro strengthened compared to the U.S. dollar.
Earnings (Loss) before Income Taxes and Segment Operating Profit
Loss before income taxes was $53 million in the first quarter of 2026 compared to earnings before income taxes of $18 million in the first quarter of 2025, a change of $71 million. This change was primarily due to lower segment operating profit in Europe.
Segment operating profit of the reportable segments includes an allocation of some corporate expenses based on a percentage of sales and direct billings based on the costs of specific services provided. Unallocated corporate expenses and certain other expenses not directly related to the reportable segments’ operations are included in Retained corporate costs and other. For further information, see Segment Information included in Note 1 to the Condensed Consolidated Financial Statements.
Segment operating profit of reportable segments in the first quarter of 2026 was $142 million, compared to $209 million in the first quarter of 2025, a decrease of $67 million, or 32%. This decrease was primarily due to lower net prices (net of cost inflation) and lower sales volumes. Operating costs were slightly lower and favorably impacted by approximately $38 million of benefits from the Company’s Fit to Win initiative (consistent with management’s expectations), partially offset by approximately $30 million related to temporary production curtailments, several external disruptions in the Americas, temporary expenses associated with plant closures in Europe and other higher costs and the nonrecurrence of a $7 million insurance settlement in the first quarter of 2025. Favorable foreign currency exchange rates increased segment operating profit by $13 million in the first quarter of 2026 compared to the same quarter in the prior year.
The change in segment operating profit of reportable segments can be summarized as follows (dollars in millions):
Reportable segment operating profit - 2025
Net price (net of cost inflation)
(65)
Operating costs
Total net effect on reportable segment operating profit
(67)
Reportable segment operating profit - 2026
Americas: Segment operating profit in the Americas was $142 million in the first quarter of 2026, compared to $141 million in the first quarter of 2025, an increase of $1 million, or less than 1%. The impact of lower shipments discussed above, partially offset by an improved mix, decreased segment operating profit by $8 million in the first quarter of 2026 compared to the same quarter in 2025. Higher selling prices exceeded higher cost inflation and resulted
24
in a $11 million increase to segment operating profit in the first quarter of 2026. The effects of foreign currency exchange rates increased segment operating profit by $7 million in the first quarter of 2026.
In addition, operating costs in the first quarter of 2026 were $9 million higher than in the same period in the prior year, primarily due to approximately $20 million from temporary production curtailments to balance supply and demand and several external disruptions, including extreme weather in North America, civil unrest in Mexico and a natural gas pipeline outage in Peru, and the nonoccurrence of a $7 million insurance settlement recorded in the first quarter of 2025, partially offset by approximately $18 million in savings from the Company’s Fit To Win initiatives.
As part of its Fit to Win initiative, the Company will continue to monitor business trends and consider whether any additional temporary downtime or permanent capacity closures in the Americas will be necessary in future periods to align its business with demand trends. Any permanent capacity closures could result in material restructuring and impairment charges, as well as cash expenditures, in future periods.
Europe: Segment operating profit in Europe was $0 in the first quarter of 2026 compared to $68 million in the first quarter of 2025, a decrease of $68 million. Lower net selling prices (net of cost inflation) decreased segment operating profit by $76 million in the first quarter of 2026 compared to the same quarter in 2025 due to a step-up in energy costs following the expiration of favorable energy contracts at the end of 2025 and elevated competitive pressures. The impact of lower shipments discussed above decreased segment operating profit by approximately $8 million.
Partially offsetting this was the benefit of $10 million of lower operating costs in the first quarter of 2026 compared to the same quarter in 2025, driven by approximately $20 million of benefits from the Fit to Win initiatives. These benefits were partially offset by approximately $10 million related to temporary expenses associated with plant closures in Europe and other higher costs. The effects of foreign currency exchange rates increased segment operating profit by $6 million in the first quarter of 2026.
As part of its Fit to Win initiative, the Company will continue to monitor business trends and consider whether any additional temporary downtime or permanent capacity closures in Europe will be necessary in future periods to align its business with demand trends. Any permanent capacity closures could result in material restructuring and impairment charges, as well as cash expenditures, in future periods.
Interest Expense, Net
Net interest expense in the first quarter of 2026 was $79 million compared to $81 million in the first quarter of 2025.
Provision for Income Taxes
The Company’s effective tax rate from operations for the first quarter of 2026 was (34%) compared to 167% for the first quarter of 2025. The effective tax rate for the first quarter of 2026 differed from the first quarter of 2025 due to pretax earnings changing from pretax income in 2025 to a pretax loss in 2026 and a change in the mix of geographic earnings.
Net Earnings (Loss) Attributable to the Company
For the first quarter of 2026, the Company recorded a net loss attributable to the Company of $73 million, or $0.48 per share, compared to a net loss attributable to the Company of $16 million, or $0.10 per share, in the first quarter of 2025. Net loss attributable to the Company in the first quarter of 2026 and 2025 included items that management considers not representative of ongoing operations and other adjustments as set forth in the following table (dollars in millions).
Net Loss
(Increase)
Decrease
Description
Net benefit for income tax on items above
Forward-Looking Operational and Financial Information
Items Excluded from Reportable Segment Totals
Retained Corporate Costs and Other
Retained corporate costs and other for the first quarter of 2026 were $32 million compared to $30 million in the first quarter of 2025. These costs increased in the first quarter of 2026, primarily due to higher expenses related to transformation activities and lower recharges to the regions due to decreasing costs, partially offset by approximately $12 million of benefits from the Company’s Fit to Win initiative (consistent with management’s expectations).
Restructuring, Asset Impairment and Other Charges
For the three months ended March 31, 2025, the Company recorded restructuring, asset impairment and other charges of approximately $82 million to Other expense, net in the Condensed Consolidated Results of Operations, all of which related to the Fit to Win program. These charges consisted of employee costs, such as severance and benefit-related costs, write-down of assets and other exit costs in the Americas segment ($6 million), Europe segment ($52 million) and Retained corporate costs and other ($24 million).
Gain (Loss) on Sale of Miscellaneous Assets
In the first quarter of 2026, the Company recorded pre-tax losses of approximately $46 million, primarily related to the sale of its share of a joint venture in the former Asia Pacific region.
In the first quarter of 2025, the Company recorded pre-tax gains of approximately $6 million on the sale of land and buildings of a previously closed plant in the Americas.
Legacy Environmental Charge
From December 31, 1956 through June 1967, the Company, via a wholly-owned subsidiary, owned and operated a paper mill located on the shore of the Cuyahoga River in Ohio, which is now part of the Cuyahoga Valley National Park that is managed by the National Park Service (“NPS”). The Company and the United States had been engaged in litigation regarding the site in the U.S. District Court for the Northern District of Ohio (Akron), with the United States claiming that the Company should pay $50 million as a remedy for certain soils at the site as well as its past and anticipated future costs. In the first quarter of 2025, the Company and the NPS reached a tentative settlement, and the Company recorded a charge of approximately $4 million to Other expense, net in the Condensed Consolidated Results of Operations to augment its previous accrual balance related to this matter. In the third quarter of 2025, the consent order between the parties was approved by the U.S. District Court and the Company paid $16.5 million to resolve this matter.
Capital Resources and Liquidity
At March 31, 2026, the Credit Agreement includes a $1.25 billion multicurrency revolving credit facility, the U.S. dollar equivalent of $800 million in term loan A facilities ($792 million outstanding balance at March 31, 2026, net of debt issuance costs) and $650 million in term loan B facilities ($642 million outstanding balance at March 31, 2026, net of debt issuance costs). At March 31, 2026, the Company’s subsidiaries that are party to the Credit Agreement had
unused credit of $1.24 billion available under the revolving credit facilities as part of the Credit Agreement. The weighted average interest rate on borrowings outstanding under the Credit Agreement at March 31, 2026 was 5.36%.
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Material Cash Requirements
There have been no material changes to the Company’s material cash requirements at March 31, 2026 from those described in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources and Liquidity - Material Cash Requirements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Cash Flows
Operating activities: Cash utilized by operating activities was $294 million and $171 million for the three months ended March 31, 2026 and 2025, respectively. The increase in cash utilized by operating activities in the first quarter of 2026 was primarily due to a larger net loss, a higher use of working capital and an increase in cash paid for restructuring activities and pension contributions than in the same quarter in 2025.
Working capital was a use of cash of $376 million in the first quarter of 2026, compared to a use of cash of $314 million in the same quarter in 2025. The higher use of cash from working capital for the three months ended March 31, 2026 reflects lower accounts receivable factoring and higher inventory levels compared to the same period in the prior year. The Company’s use of its accounts receivable factoring programs resulted in an increase to cash utilized by operating activities of approximately $93 million and $31 million for the three months ended March 31, 2026 and 2025, respectively. Excluding the impact of accounts receivable factoring, the Company’s days sales outstanding as of March 31, 2026 were comparable to March 31, 2025.
Investing activities: Cash utilized in investing activities was $139 million and $120 million for the first quarter of 2026 and 2025, respectively. Capital spending for property, plant and equipment was $142 million during the first quarter of 2026, compared to $135 million in the same quarter in 2025. The Company estimates that its full year 2026 capital expenditures are expected to approximate $450 million. Net cash proceeds on the sale of a joint venture and miscellaneous assets were $5 million and $13 million, for the first quarter of 2026 and 2025, respectively.
Financing activities: Cash utilized in financing activities was $19 million and $33 million for the first quarter of 2026 and 2025, respectively. Financing activities included additions to long-term debt of $23 million and $362 million for the first quarter of 2026 and 2025, respectively. Financing activities included repayments of long-term debt of $27 million and $387 million for the first quarter ended 2026 and 2025, respectively. During each of the first quarters of 2026 and 2025, the Company repurchased $10 million of its common stock. The Company intends to repurchase up to $40 million of shares of its common stock in 2026.
The Company anticipates that cash flows from its operations and from utilization of credit available under the revolving credit facilities provided by the Credit Agreement will be sufficient to fund its operating and seasonal working capital needs, debt service and other obligations on a short-term (the next 12 months) and long-term basis (beyond the next 12 months). However, as the Company cannot predict the impact from tariffs and other changes in global trade policies and the outcome of the conflicts between Russia and Ukraine and in the Middle East and its impact on the Company’s customers and suppliers, the negative financial impact to the Company’s results cannot be reasonably estimated but could be material. The Company is actively managing its business to maintain cash flow, and it has significant liquidity. The Company believes that these factors will allow it to meet its anticipated funding requirements.
Critical Accounting Estimates
The Company’s analysis and discussion of its financial condition and results of operations are based upon its Condensed Consolidated Financial Statements that have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. The Company evaluates these estimates and assumptions on an ongoing basis. Estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances at the time the financial statements are issued. The results of these estimates may
29
form the basis of the carrying value of certain assets and liabilities and may not be readily apparent from other sources. Actual results, under conditions and circumstances different from those assumed, may differ from estimates.
The impact of, and any associated risks related to, estimates and assumptions are discussed within Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as in the Notes to the Condensed Consolidated Financial Statements, if applicable, where estimates and assumptions affect the Company’s reported and expected financial results.
There have been no other material changes in critical accounting estimates at March 31, 2026 from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Forward-Looking Statements
This document contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended. 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,” “target,” “commit,” and the negatives of these words and other similar expressions generally identify forward-looking statements.
It is possible that the Company’s future financial performance may differ from expectations due to a variety of factors including, but not limited to the following: (1) the Company’s ability to achieve expected benefits from cost management, efficiency improvements, and profitability initiatives, such as its Fit to Win initiative, including expected impacts from production curtailments, reduction in force and furnace closures, (2) the general credit, financial, political, economic, legal and competitive conditions in markets and countries where the Company has operations, including uncertainties related to economic and social conditions, trade policies and disputes, financial market conditions, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, changes in tax rates, changes in laws or policies, legal proceedings involving the Company, war, civil disturbance or acts of terrorism, natural disasters, public health issues and weather, (3) cost and availability of raw materials, labor, energy and transportation (including impacts related to the current conflicts in the Middle East and between Russia and Ukraine and disruptions in supply of raw materials caused by transportation delays), (4) competitive pressures from other glass container producers and alternative forms of packaging or consolidation among competitors and customers, (5) changes in consumer preferences or customer inventory management practices, (6) the continuing consolidation of the Company’s customer base, (7) risks related to the development, deployment and use of artificial intelligence technologies, (8) the Company’s inability to improve glass melting technology in a cost-effective manner and introduce productivity, process and network optimization actions, (9) unanticipated supply chain and operational disruptions, including higher capital spending, (10) seasonality of customer demand, (11) the failure of the Company’s joint venture partners to meet their obligations or commit additional capital to the joint venture, (12) labor shortages, labor cost increases or strikes, (13) the Company’s ability to acquire or divest businesses, acquire and expand plants, integrate operations of acquired businesses and achieve expected benefits from acquisitions, divestitures or expansions, (14) the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill is not impaired, (15) any increases in the underfunded status of the Company’s pension plans, (16) any failure or disruption of the Company’s information technology, or those of third parties on which the Company relies, or any cybersecurity or data privacy incidents affecting the Company or its third-party service providers, (17) risks related to the Company’s indebtedness or changes in capital availability or cost, including interest rate fluctuations and the ability of the Company to generate cash to service indebtedness and refinance debt on favorable terms, (18) risks associated with operating in foreign countries, (19) foreign currency fluctuations relative to the U.S. dollar, (20) changes in tax laws or global trade policies, (21) the Company’s ability to comply with various environmental legal requirements, (22) risks related to recycling and recycled content laws and regulations, (23) risks related to climate-change and air emissions, including related laws or regulations and increased ESG scrutiny and changing expectations from stakeholders, and the other risk factors discussed in the Company’s filings with the Securities and Exchange Commission.
It is not possible to foresee or identify all such factors. Any forward-looking statements in this document are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance, and actual results or developments may differ materially from expectations. While the Company continually reviews trends and uncertainties affecting the Company’s results of operations and financial condition, the Company does not assume any obligation to update or supplement any particular forward-looking statements contained in this document.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes in market risk at March 31, 2026 from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures.
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, the Company has investments in certain unconsolidated entities. As the Company does not control or manage these entities, its disclosure controls and procedures with respect to such entities are necessarily substantially more limited than those maintained with respect to its consolidated subsidiaries.
As required by Rule 13a-15(b) of the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.
As required by Rule 13a-15(d) of the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of any change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
SEC regulations require the Company to disclose certain information about environmental proceedings if the Company reasonably believes that such proceedings may result in monetary sanctions above a stated threshold. The Company uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required. Except as disclosed in Note 10 to the Condensed Consolidated Financial Statements, no such proceedings were pending or contemplated as of March 31, 2026.
For further information on legal proceedings, see Note 10 to the Condensed Consolidated Financial Statements, which is included in Part I of this Quarterly Report and incorporated herein by reference.
Item 1A. Risk Factors.
Except as set forth below, there have been no material changes in risk factors at March 31, 2026 from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Global Economic and Legal Environment—The global credit, financial, political, economic and legal environment could have a material adverse effect on operations and financial condition.
The global credit, financial, political, economic and legal environment can be negatively impacted by numerous events or occurrences, including political events, trade policies and disputes, acts of terrorism, hostilities or wars, natural disasters and public health issues, such as a pandemic. For example, the current conflicts in the Middle East and between Russia and Ukraine, as well as any further escalation or expansion of these conflicts, and any related economic sanctions or other impacts could adversely impact the global credit, financial, economic and legal environment, which could have a material adverse effect on the Company’s operations, including the following:
Energy Costs or Availability—Higher energy costs worldwide and interrupted power supplies, including as a result of the current conflicts in the Middle East and between Russia and Ukraine, and any escalation of these conflicts, may have a material adverse effect on the Company’s consolidated assets or operations.
Electrical power, natural gas, and fuel oil are vital to the Company’s operations as it relies on a continuous energy supply to conduct its business. Depending on the location and mix of energy sources, energy accounts for 10% to 20% of total manufacturing costs. Substantial increases and volatility in energy costs, including those resulting from extreme weather events that affect the Company’s facilities directly or its energy suppliers, or the current conflicts in the Middle East and between Russia and Ukraine, and any escalation of these conflicts, could cause the Company to experience a significant increase in operating costs, which may have a material adverse effect on its assets or results of operations.
For example, the current conflict between Russia and Ukraine has caused a significant increase in the price of natural gas and increased price volatility. Natural gas forms the primary energy source for the Company’s European operations, and a significant amount of natural gas in Europe is ultimately sourced from Russia. The Company’s European operations typically purchase natural gas under mid- to long-term supply arrangements with terms that range from one to three years and, through these agreements, typically agree on a portion of the price with the relevant supplier in advance of the period in which the natural gas will be delivered, which shields the Company from the full impact of increased natural gas prices, while such agreements remain in effect. However, if new agreements are entered into during periods when prices have increased, this would lead to cost inflation and could impact the Company’s profitability if the Company is not able to pass on these increased costs to customers.
In addition, the Company has an energy derivative contract that is intended to protect against the rise of natural gas costs impacting its European operations. Under the terms of the energy derivative contract, if European natural gas prices rise above a specified level (the “price trigger”), the Company is entitled to indemnification from the counterparty for the difference between the price paid to purchase the natural gas and the price trigger. However, if European natural gas prices rise above a predetermined maximum level (the “price cap”), the Company's entitlement to indemnification is limited to the difference between the price cap and the price trigger. Accordingly, if European natural gas prices rise above the price cap, the Company would bear the full incremental cost of natural gas prices in excess of the price cap, which may be significant and could have a material adverse effect on the Company's results of operations.
Furthermore, the current conflict between Russia and Ukraine and the resulting sanctions, potential sanctions, government-mandated curtailments or government-imposed allocations, tariffs or other adverse repercussions on energy supplies could cause the Company’s energy suppliers to be unable or unwilling to deliver natural gas at agreed prices and quantities. If this occurs, the Company may need to procure natural gas at then-current market prices, subject to market availability, which may exceed both the prices contemplated under the applicable supply arrangement and the price cap applicable under the Company’s energy derivative contract, which, in either case, could cause the Company to experience a significant increase in operating costs or result in the temporary or permanent cessation of delivery of natural gas to several of the Company’s manufacturing plants in Europe. Alternatively, for certain plants that have energy switching capabilities, the Company may decide to switch to a different energy source, which could also result in a significant increase in operating costs. In addition, depending on the duration and ultimate outcome of the conflict between Russia and Ukraine, future long-term supply arrangements for natural gas may not be available at reasonable prices or at all. The occurrence of any of the foregoing could have a material adverse effect on the Company’s consolidated assets or results of operations.
Supply Chain Disruptions—The Company’s capital expenditure plans have been, and may continue to be, affected by supply chain disruptions.
The Company relies on third parties to provide equipment and materials needed for its capital expenditure projects.
The global supply chain for the Company’s capital expenditure projects has been, and may continue to be impacted by disruptions, such as political events, international trade disputes or other geopolitical tensions, acts of terrorism, hostilities or wars (such as the continued conflicts in the Middle East and between Russia and Ukraine), natural disasters, public health issues, such as a pandemic, industrial accidents, inflation, and other business interruptions. Global supply chain disruptions may continue to adversely impact the Company’s ability to procure materials and equipment in a timely and cost-effective manner, which may negatively impact the Company’s operating costs and timelines for capital expenditure projects.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three months ended March 31, 2026, the Company purchased 644,257 shares of its common stock for approximately $10 million. The share purchases were made pursuant to a $100 million anti-dilutive share repurchase program authorized by the Company’s Board of Directors on May 14, 2024, which is intended to offset stock-based compensation provided to the Company’s directors, officers, and employees. Approximately $30 million remained available for purchases under this program as of March 31, 2026. The share repurchase program has no expiration date. The following table provides information about the Company’s purchases of its common stock during the three months ended March 31, 2026:
Issuer Purchases of Equity Securities
Period
Total Number of Shares Purchased (in thousands)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
January 1 - January 31, 2026
644
15.50
February 1 - February 28, 2026
March 1 - March 31, 2026
Item 5. Other Information.
During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Item 6. Exhibits.
Exhibit 3.1
Amended and Restated Certificate of Incorporation of O-I Glass, Inc. (filed as Exhibit 3.2 to O-I Glass, Inc.’s, Paddock Enterprises, LLC’s and Owens-Illinois Group, Inc.’s Form 8-K12B dated December 25, 2019, File Nos. 1-9576 and 1-10956, and incorporated herein by reference).
Exhibit 3.2
Amended and Restated By-Laws of O-I Glass, Inc., (filed as Exhibit 3.1 to O-I Glass, Inc.’s Form 8-K dated December 6, 2022, File No. 1-9576, and incorporated herein by reference).
Exhibit 10.1*
Form of Performance Stock Unit Agreement for use under the O-I Glass, Inc. Fifth Amended and Restated 2017 Incentive Award Plan.
Exhibit 31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1**
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.
Exhibit 32.2**
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.
Exhibit 101
Financial statements from the Quarterly Report on Form 10-Q of O-I Glass, Inc. for the quarterly period ended March 31, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Results of Operations, (ii) the Condensed Consolidated Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.
Exhibit 104
Cover Page Interactive Data file (formatted as iXBRL and contained in Exhibit 101).
*
Indicates a management contract or compensatory plan or arrangement required to be filed as an exhibit to this report.
**
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date
April 29, 2026
By
/s/ John A. Haudrich
John A. Haudrich
Senior Vice President and Chief Financial Officer